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VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.
GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of VOF GP Ltd. As such, GP I controls the decisions of VOF GP Ltd. regarding the vote and disposition of the securities held by VOF Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Issuer’s Common Stock held by VOF Holdings.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of all securities held by VOF Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of all securities held by VOF Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of all securities held by VOF Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings.
VEF directly holds 142,825 shares of the Issuer’s Common Stock constituting 0.99% of the total issued and outstanding shares of the Issuer’s Common Stock and has the sole power to vote and dispose of such shares.
VEF GP, in its capacity as the general partner of VEF, has the ability to direct the management of VEF’s business, including the power to vote and dispose of securities held by VEF and to appoint the investment manager for VEF; therefore, VEF GP may be deemed to beneficially own the shares of the Issuer’s Common Stock held by VEF.
Management, in its capacity as the sole director of VOF GP Ltd. and the general partner of VEF GP, has the ability to direct the management of VOF GP Ltd.’s and VEF GP’s business, including the power to direct the decisions of VOF GP Ltd. and VEF GP regarding the vote and disposition of securities held by VOF Holdings and VEF; therefore, Management may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings and VEF.
Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by VOF Holdings and VEF; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the shares of Issuer’s Common Stock held by VOF Holdings and VEF.
OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of all securities held by VOF Holdings; Additionally, OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by VEF; therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings and VEF.
OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by VOF Holdings and VEF; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock held by VOF Holdings and VEF.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All ownership percentages of the securities reported in this Statement are based upon 14,494,805 shares of Common Stock outstanding as of November 2, 2012, as reported by the Issuer in its most recent Quarterly Report on Form 10-Q on November 6, 2012.
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