* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Bruce Galloway, individually and through entities wholly-owned or managed by Mr. Galloway and through trusts that he controls for the benefit of his two minor children. Mr. Galloway may be deemed to beneficially own an additional 462,798 common shares that, by virtue of his ownership interest in Galloway Capital Management LLC, the general partner of Strategic Turnaround Equity Partners, L.P. (Cayman), are held of record by Strategic Turnaround Equity Partners, L.P. (Cayman). Mr. Galloway disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
(2) |
Strategic Turnaround Equity Partners, L.P. (Cayman) ("STEP") is deemed to be the direct beneficial owner. Galloway Capital Management LLC is the general partner of STEP and is deemed to be the indirect beneficial owner. Bruce R. Galloway and Gary L. Herman are the Managing Members of Galloway Capital Management LLC and are deemed to be indirect beneficial owners. Mr. Galloway and Mr. Herman share voting and dispositive power of the shares. Each of Galloway Capital Management LLC, Mr. Galloway and Mr. Herman disclaims beneficial ownership of the shares beneficially owned by STEP (except for the indirect interest of Galloway Capital Management LLC by virtue of being the general partner of STEP, the indirect interests of Mr. Galloway and Mr. Herman by virtue of being members of Galloway Capital Management LLC, and the indirect interests of Mr. Galloway and Mr. Herman by virtue of being limited partners of STEP. |
(3) |
The stock options vest in equal quarterly installments beginning on May 7, 2009. |