As previously disclosed, on August 4, 2022, iRobot Corporation (NASDAQ: IRBT) entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Amazon.com, Inc., a Delaware corporation (NASDAQ: AMZN), and Martin Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Amazon (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into iRobot, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”, and, together with the other transactions contemplated by the Merger Agreement (as defined below), the “Transactions”). On July 24, 2023, iRobot, Amazon and Merger Sub entered into an amendment to the Original Merger Agreement (the “Amendment”, and the Original Merger Agreement, as amended and supplemented by the Amendment, the “Merger Agreement”).

On January 28, 2024, the Company and Amazon mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement effective as of such date (the “Termination Agreement”). The termination of the Merger Agreement was approved by the Company’s Board of Directors. In accordance with the terms of the Termination Agreement, Amazon will make a cash payment to the Company in the previously agreed amount of ninety-four million dollars ($94,000,000) (the “Parent Termination Fee”) within two (2) business days following the date thereof. The Company’s receipt of the Parent Termination Fee is the sole and exclusive remedy of the Company in respect of the Transactions, and the Company and Amazon have each waived any and all other claims in connection with the Merger Agreement and the Transactions.