(a)
Immediately after the completion of the Transaction, (i)
Mr.
Oliver may be deemed to beneficially own 1,951,705 shares of Issuer Common Stock, representing 23.9% of Issuer’s outstanding Common Stock, (ii)
the Estate and Holding may be deemed to beneficially own 1,816,956 shares of Issuer Common Stock, representing 22.4% of Issuer’s outstanding Common Stock; (iii)
the Partnership may be deemed to beneficially own 750,000 shares of Issuer Common Stock, representing 9.3% of Issuer’s outstanding Common Stock; and (iv)
K&R may be deemed to beneficially own 549,168 shares of Issuer Common Stock, representing 6.8% of Issuer’s outstanding Common Stock. Percentage of class is based on the outstanding Common Stock as reported in Issuer’s Quarterly Report on Form
10-Q filed with the SEC on May 10, 2018, and includes assumed exercise of options held.
(b)
In addition to the 1,816,956 shares of the Issuer’s Common Stock with which Mr.
Oliver shares voting and dispositive power with the Es
tate, Holding, the Partnership and/or K&R, Mr.
Oliver individually owns or has the right to acquire, within 60 days, 134,749 shares of Issuer Common Stock (which is included in the 1,951,705 shares identified in (a)(i) above), which includes director stock options to purchase 86,000 shares exercisable within 60 days and 3,750 shares held in trusts for Mr.
Oliver’s daughter and minor grandchildren for which Mr.
Oliver is the Trustee. Each of the Estate, Holding, the Partnership and K&R have shared power to dispose of and to vote the shares of Common Stock beneficially owned by it.
(c)
On May 22, 2018, the Estate became the sole member of Holding (with retroactive effectiveness from May 10, 2018) and, in such role, contributed its shares of Issuer Common Stock to Holding. On May 22, 2018, in connection with a loan, and pursuant to multiple Pledge Agreements (attached hereto as exhibits), each of Holding, the Partnership and K&R pledged all of its respective shares of Issuer Common Stock to a bank.
(d)
Not applicable.
(e)
Not applicable.
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