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The following addresses the financial fairness of the per share merger consideration to be received by iRobot Corporation. This opinion is based on information regarding financial, economic and market conditions as of April 30, 2023. In arriving at this opinion, we have reviewed the merger agreement, publicly available financial statements, and iRobot’s business information. The following is a summary of the material analyses performed in connection with our opinion dated April 30, 2023.

iRobot was founded in 1990 by 3 members of MIT’s artificial intelligence lab Rodne Brooks, Colin Angle, Helen Greiner. Colin Angle is currently the chairman and CEO and Julie Zeiler is CFO. As of 2020 iRobot has sold more than 30 million home robots and has deployed more than 5,000 defense and security robots. On August 5, 2022, Amazon announced plans to acquire iRobot in a deal worth $1.7 billion or for $61 per share. The deal will deepen Amazon’s presence in consumer robotics as subscription revenues are becoming increasingly important for companies needing long-term commitment and revenue. Amazon could turn its iRobot acquisition into a subscription service. According to Alan Pelz-Sharpe, founder of consulting firm Deep analytics, iRobot is a natural extension to Amazon's existing home products, including Ring, Alexa, and its general smart home ambitions. Bringing in iRobot also adds a customer base of 30 million users, he said. The FTC requested more data in 2022 from both companies amid concerns about Amazon’s market share and privacy implication of gaining information about customer floorplans so the merger is still in the works. There is a possibility that the deal may not go through as it is subject to review by regulatory authorities.