1) Subject to stockholder
approval, members of Sensar management and others will hold options to acquire
2,509,256 shares of Sensar, with a weighted average exercise price of $2.31 per
share, that can be exercised at any time. Options to acquire an aggregate of up
to 16,623,071 additional shares which will be held by Net2Wireless employees,
directors, stockholders, advisors, and Partner Communications Company, Ltd.,
will be assumed by Sensar in the merger. As of September 4, 2000, Net2Wireless
had granted 16,531,473 of these options with a weighted average exercise price
of $4.72 per share. If all of the options potentially outstanding at closing
were exercised, it would increase the issued and outstanding shares of the
combined company to 45,975,933, of which the Sensar stockholders would hold 20%
and the Net2Wireless stockholders would hold 78%. The remaining 2% would be held
by others. |
