* |
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) |
On November 19, 2013, as a condition to a Management Agreement effective December 1, 2013 between the Issuer and Algar, Inc., an entity controlled by the Reporting Person, the Reporting Person was granted a proxy, jointly with the Issuer's interim Chief Executive Officer and Chairman, to vote all Issuer shares owned by Harry Kletter, The Harry Kletter Family Limited Partnership and K and R, LLC. On December 2, 2013, the Reporting Person became the Issuer's President. |
(2) |
The Reporting Person is Chief Executive Officer of and the controlling shareholder of Algar, Inc. |
(3) |
On December 2, 2013, Algar, Inc. was issued an option to purchase 1,500,000 shares of Issuer common stock which become exercisable in four equal tranches. The first tranche was immediately exercisable; subject to certain additional requirements, generally, the second tranche becomes exercisable when the Issuer's stock consistently trades above $6.00 or the Issuer's revenues increase by $30 million following an acqusition, the third tranche becomes exercisable when the Issuer's stock consistently trades above $8.00 or the Issuer's revenues increase by $90 million following an acqusition, and the fourth tranche becomes exercisable when the Issuer's stock consistently trades above $9.00 or the Issuer's revenues increase by $120 million following an acqusition. |