One Planet Group, LLC entered into a definitive agreement to acquire AutoWeb, Inc. (NasdaqCM:AUTO) from a group of shareholders for $5.8 million on July 24, 2022. As per the terms of the transaction, One Planet Group shall acquire AutoWeb at $0.39 per share. The deal is structured as a two-step merger, with the first step being a tender offer for all issued and outstanding shares of AutoWeb by the Purchaser and the second step being a merger in which any shares of AutoWeb that were not tendered in the tender offer would be converted into the right to receive the same cash price per share as stockholders who tendered in the tender offer. The parties have agreed to commence the tender offer by August 1, 2022. AutoWeb, Inc. shall become a wholly-owned subsidiary of One Planet Group and shall be delisted from The Nasdaq Capital Market. Payam Zamani, One Planet Group's Chief Executive Officer, shall assume the role of President and Chief Executive Officer of AutoWeb, Inc., and Jared Rowe will transition out of the business. AutoWeb shall pay a termination fee of $250,000 to One Planet and One Planet shall pay a termination fee of $1,000,000 to AutoWeb.

The closing of the tender offer and acquisition are subject to at least one share more than 50% of all then outstanding AutoWeb Common Stock when added to the shares of AutoWeb Common Stock, if any, already owned by Parent or any of its subsidiaries shall have been validly tendered and not validly withdrawn and customary closing conditions. At a meeting held on July 24, 2022, after careful consideration, the Board of AutoWeb, Inc., upon the unanimous recommendation of the Special Committee, among other things: (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable, fair to and in the best interest of, the Company and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (iv) agreed that the Merger shall be effected pursuant to Section 251(h) of the DGCL; and (v) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares to Purchaser pursuant to the Offer. As of August 3, 2022, One Planet Group commenced the tender offer. The tender offer will expire one minute after 11:59 P.M., New York City time, on August 30, 2022. The merger is expected to close by September 16, 2022.

Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to the special committee of AutoWeb, Inc. Matthew B. Dubeck and Stewart L. McDowell of Gibson Dunn & Crutcher LLP acted as legal advisors to AutoWeb. One Planet Group is represented by its legal counsel, Jodi Simala, Bruce F. Perce and William Kucera of Mayer Brown LLP. Aaron R. Dixon of Alston & Bird LLP acted as the legal advisor to Houlihan Lokey. MacKenzie Partners, Inc. is acting as information agent for One Planet Group, LLC in the tender offer. Computershare Trust Company, N.A. is acting as depositary and paying agent in the tender offer. Houlihan Lokey will receive a fee of approximately $1,475,000, for such services of which is $1,250,000 is contingent upon the completion of the Offer. In addition, Houlihan Lokey became entitled to a fee of $375,000 upon the delivery of its opinion, no portion of which is contingent upon the successful completion of the Offer or the Merger. Computershare Trust Company, National Association acted as transfer agent to One Planet Group, LLC.

One Planet Group, LLC completed the acquisition of AutoWeb, Inc. (NasdaqCM:AUTO) on August 31, 2022. The tender offer expired on August 30, 2022. As of that time, a total of 9,397,038 shares were validly tendered and not withdrawn from the tender offer, representing approximately 66.9% of the number of shares that were issued and outstanding as of midnight on Tuesday, August 30, 2022. The minimum tender condition and all other conditions for the tender offer were satisfied and, early in the morning on Wednesday, August 31, 2022, One Planet Group accepted for payment all shares validly tendered and not properly withdrawn. Following its acceptance of the tendered shares, One Planet Group caused a wholly-owned subsidiary to merge with AutoWeb and, as a result, all AutoWeb shares not purchased in the tender offer were converted into the right to receive the same amount in cash that would have been paid had such shares been purchased in the tender offer.