Management GP, as the general partner of Hudson Executive, shares power to vote or
direct the vote of (and shares power to dispose or direct the disposition of) the shares held by the HEC Funds.
By virtue of his role
with respect to Hudson Executive and Management GP, Mr. Braunstein shares power to vote or direct the vote of (and shares power to dispose or direct the disposition of) the shares held by the HEC Funds and, therefore, each of
Mr. Braunstein, Management GP and Hudson Executive is a beneficial owner of the shares held by the HEC Funds.
Nominees
Each of the Nominees may be deemed Participants under SEC rules in this solicitation. The name and present principal occupation or
employment of each Nominee is set forth under the caption Information Regarding the Nominees.
As of the date hereof,
Mr. Bergeron does not own, beneficially or of record, any shares of Common Stock or Series A Preferred Stock. Mr. Bergeron has indirect interests in one or more of the HEC Funds, which own, beneficially or of record, 10,385,172 shares of
Common Stock of the Company as of the date hereof. In addition, Mr. Bergeron is one of Hudson Executives CEO Partners and serves as an advisor to Hudson Executive. Mr. Bergeron has a 0.5% interest in HEC Management GP LLC, the
general partner of Hudson Executive. As of the date hereof, Mr. Bergeron has not engaged in any transactions in securities of the Company during the past two (2) years.
As of the date hereof, Ms. Smalling does not own, beneficially or of record, any shares of Common Stock or Series A Preferred Stock.
Ms. Smalling has indirect interests in one or more of the HEC Funds, which own, beneficially or of record, 10,385,172 shares of Common Stock of the Company as of the date hereof. As of the date hereof, Ms. Smalling has not engaged in any
transactions in securities of the Company during the past two (2) years.
Transactions in Securities of the Company
As of November 12, 2019, the Hudson Participants have sold 5,300 FLEX European-style put options (with each contract having a 100
multiplier) with a strike price of $7.00 and exercisable on March 20, 2020. The put options sold by the Hudson Participants permit the counterparty thereto to require the Hudson Participants to acquire shares of Common Stock if exercised.
As reflected in more detail in Annex I, within the past year, certain of the Hudson Participants have been party to various listed
American style, FLEX European-style and over-the-counter European-style put options providing the right to sell shares of Common Stock (which, were both sold and bought
by the relevant Hudson Participant, and which permitted the counterparty thereto to sell and required the relevant Hudson Participant to acquire such shares of Common Stock if exercised and vice versa), with strike price of $5.00 and expiration date
of March 15, 2019, strike price of $5.00 and exercisable on June 21, 2019, strike price of $7.00 and exercisable on March 20, 2020, and strike price of $9.00 and exercisable on January 17, 2020. Also, within the past year,
certain of the Hudson Participants have been party to various European-style listed call options providing the right to purchase shares of Common Stock (which, were both bought and sold by the relevant Hudson Participant, and which required the
counterparty thereto to sell and permitted the relevant Hudson Participant to acquire such shares of Common Stock when exercised and vice versa) with strike price of $10.00 and exercisable on June 21, 2019 and strike price of $10 and
exercisable on January 17, 2020. These contracts are no longer in effect.
For information regarding purchases and sales of
securities of the Company during the past two years by the Participants, please refer to Annex I. Except as set forth on Annex I, there have been no purchases or sales in the securities of the Company in the past two years by the Participants.
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