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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
The preferred stock is redeemable by the issuer at any time, and all or a specified portion of the preferred stock is redeemable at the option of the holder upon consummation of a Qualified Offering (as such term is defined in the Certificate of Designations, Rights and Preferences of the Series A Preferred Stock). At the option of the holder, the preferred stock is convertible at any time commencing four years after issuance into shares of the issuer's common stock. The preferred stock is convertible into shares of the issuer's common stock at a conversion price equal to (A) the sum of the stated value of the preferred stock plus all accumulated dividends on such preferred stock, divided by (B) the greater of (i) $6.59 and (ii) the market value of the common stock at 4:00 p.m. EST on the conversion date. |
| (2) |
The preferred stock is directly owned by XXL Investments, LLC, Bicknell Family Holding Company, LLC or Martin C. Bicknell. Based on information obtained from a Schedule 13G/A jointly filed with the SEC on July 10, 2009 (the "13G") by the Bicknell Family Holding Company, LLC, the Bicknell Family Management Company, LLC, the Bicknell Family Management Company Trust, Mariner Wealth Advisors, LLC, Martin C. Bicknell, XXL Investments, LLC and Mariner Capital Ventures, LLC (together, the "Mariner Reporters"), the Mariner Reporters are acting as a group pursuant to Rule 13d-5(b)(1). Mr. Doherty is the President of Mariner Equity Management, LLC. Mariner Equity Management, LLC is the general partner of Mariner Capital Ventures, LLC. Mr. Doherty disclaims beneficial ownership of the preferred stock, and this report shall not be deemed an admission that Mr. Doherty is the beneficial owner of the preferred stock for purposes of Section 16 or for any other purpose. |
| (3) |
The warrants are directly ownd by XXL Investments, LLC, Bicknell Family Holding Company, LLC or Martin C. Bicknell. Based on information obtained from the 13G filed by the Mariner Reporters, the Mariner Reporters are acting as a group pursuant to Rule 13d-5(b)(1). Mr. Doherty is the President of Mariner Equity Management, LLC. Mariner Equity Management, LLC is the general partner of Mariner Capital Ventures, LLC. Mr. Doherty disclaims beneficial ownership of the warrants, and this report shall not be deemed an admission that Mr. Doherty is the beneficial owner of the warrants for purposes of Section 16 or for any other purpose. If the preferred stock is not redeemed prior to November 12, 2009, warrants to purchase 123,750 additional shares of the issuer's common stock will be issued. |
| (4) |
The warrants are directly ownd by XXL Investments, LLC, Bicknell Family Holding Company, LLC or Martin C. Bicknell. Based on information obtained from the 13G filed by the Mariner Reporters, the Mariner Reporters are acting as a group pursuant to Rule 13d-5(b)(1). Mr. Doherty is the President of Mariner Equity Management, LLC. Mariner Equity Management, LLC is the general partner of Mariner Capital Ventures, LLC. Mr. Doherty disclaims beneficial ownership of the warrants, and this report shall not be deemed an admission that Mr. Doherty is the beneficial owner of the warrants for purposes of Section 16 or for any other purpose. Additional warrants will be issued no later than June 18, 2010. The additional warrants accrue ratably over a 365 day period beginning on June 18, 2009. If the additional warrants are issued on June 18, 2010, 112,500 additional warrants will be issued. |