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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 Reporting Person is one of three individual managing members of Carl Marks Management Company, LLC ("CMMC"), a Delaware limited liability company and registered investment adviser, which is the investment adviser to (i) Carl Marks Strategic Investments, L.P. ("CMSI"), a Delaware limited partnership and private investment partnership, and (ii) Carl Marks Strategic Opportunities Fund, L.P. ("CMSO"), a Delaware limited partnership and private investment partnership. CMSI GP, LLC ("CMSI GP"), a Delaware limited liability company, is the general partner of CMSI, and Carl Marks GP, LLC ("CMSO GP"), a Delaware limited liability company, is the general partner of CMSO. |
(2) |
As of August 10, 2011, CMSI and CMSO were owners of, in the aggregate, 1,520,830 shares of Common Stock (476,408 of such shares are held by CMSI and 1,044,422 of such shares are held by CMSO), which may be deemed to be beneficially owned (i) indirectly by CMMC, as the investment adviser to CMSI and CMSO; (ii) indirectly by CMSI GP, as the general partner of CMSI, and CMSO GP, as the general partner of CMSO, respectively; and (iii) indirectly, on a shared basis, by the Reporting Person and the two other individual managing members of CMMC, the investment adviser to CMSI and CMSO, who share the power to direct the vote or disposition of such securities. CMMC and the three individual managing members of CMMC have filed statements pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer that they may be deemed to beneficially own. |
(3) |
The Reporting Person's indirect interest in the securities reported herein (if any) is limited to his pecuniary interest in CMSI and CMSO (if any). |