Sonim Technologies (SONM) investor relations material

Executive summary

• Special Meeting called to approve the sale of substantially all assets related to the enterprise 5G solutions business to Pace Car Acquisition LLC, a subsidiary of Social Mobile Technology Holdings LLC, for $15 million in cash plus up to $5 million earn-out, subject to adjustments.

• If approved, the company will exit its Legacy Business but does not plan to liquidate; it will explore alternative transactions and use post-closing cash for operational expenses.

• The board, with a Special Committee and financial advisor Roth Capital, unanimously recommends voting in favor of the Asset Sale, advisory compensation, and adjournment proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Asset Purchase Agreement and Asset Sale, (2) advisory, non-binding approval of compensation for named executive officers in connection with the sale, and (3) approval to adjourn the meeting if more votes are needed.

• The Asset Sale requires approval by a majority of outstanding shares; failure to vote or abstentions count as votes against.

• No other business will be conducted at the Special Meeting.

Board of directors and corporate governance

• The board formed a Special Committee of independent directors to evaluate strategic alternatives and negotiate the Asset Sale.

• The board and Special Committee, with legal and financial advisors, conducted a broad outreach to 52 potential counterparties; Social Mobile was the only credible bidder.

• The board considered the process, alternatives, and fairness opinion in recommending the transaction.