(i) any other term or aspect of the Transaction, (ii) any term or aspect of any other agreement or instrument contemplated by the Transaction, or entered into, or amended in connection
with, the Transaction, or (iii) the impact of the Transaction on the holders of any class of securities of the Company, any creditors of the Company, or any other constituency of the Company.
VRCs opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to VRC as of,
the date of the opinion (and in each case to the extent that such information could be evaluated by VRC as of such date), and VRC assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or
events occurring after the date of its opinion. In addition, VRC did not express any opinion as to the impact of the Transaction and the conversion of the Convertible Preferred Stock to Common Stock on the solvency or viability of the Company or the
ability of the Company to pay its obligations when and as they come due. VRCs opinion was approved by a fairness opinion committee of VRC.
VRC did
not make any independent evaluation of the Companys (or any other partys) solvency or creditworthiness nor did it make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities
(contingent or otherwise) of the Company or any other party. VRCs fairness opinion did not express any opinion regarding the liquidation value of any entity or business. In addition, VRC did not undertake any independent analysis of any
potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company is or may be a party or of which it may be the subject, or of any governmental investigation of any possible
unasserted claims or other contingent liabilities to which the Company is or may be a party or otherwise may be subject.
VRCs opinion was not
intended to constitute a recommendation to the Board, the Company or any other party as to how they should vote or otherwise act with respect to any matters relating to the Transaction. The opinion does not represent an assurance, warranty, or
guarantee that the Conversion Price is the highest or best amount that can be obtained in connection with the Transaction or any other transaction.
In
rendering its opinion, VRC did not initiate any discussions with, or solicit any indications of interest from, any third parties with respect to the Company or the Transaction. VRCs opinion was rendered only as of the date thereof and
addressed only the Transaction, and did not speak to or address any period thereafter or any subsequent business transaction, acquisition, dividend, share repurchase, debt or equity financing, recapitalization, restructuring or other actions,
transactions or events not specifically referred to in the opinion. Furthermore, VRCs opinion did not represent an assurance, guarantee, or warranty that the Company will not breach, or default on or under, any of its debt covenants or other
obligations or liabilities, nor did VRC make any assurance, guarantee, or warranty that any covenants, financial or otherwise, associated with any financing or existing indebtedness would not be breached in the future.
The following is a summary of the material financial analyses delivered by VRC to the Board in connection with rendering the opinion described above. The
following summary, however, does not purport to be a complete description of the financial analyses performed by VRC, nor does the order of analyses described represent the relative importance or weight given to those analyses by VRC. Some of the
summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of VRCs financial analyses. Except as otherwise
noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 12, 2018, and is not necessarily indicative of current market conditions.
VRC reviewed Wall Street analyst research and analyst targeted prices for the Common Stock. The analysts target prices for the Common Stock ranged from
$2.50 per share to $7.00 per share.
VRC analyzed the Conversion Price in relation to the closing price of the Common Stock as of the undisturbed date
(February 12, 2018). This analysis indicated that the Conversion Price represented a premium of 27.7% based on the Common Stock price of $4.19 as of market close on February 12, 2018.
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