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(a)-(c) Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or shared power to dispose or direct the disposition of:
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
HIC Fund directly holds 144,567 Shares in addition to approximately 27,030 Shares that may be issuable upon conversion of the Series A Notes and approximately 112,527 Shares that may be issuable upon conversion of the Series B Notes (subject to the restrictions on conversion described below), together constituting approximately 0.5% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
HIC Fund II directly holds 453,887 Shares in addition to approximately 84,783 Shares that may be issuable upon conversion of the Series A Notes and approximately 352,953 Shares that may be issuable upon conversion of the Series B Notes (subject to the restrictions on conversion described below), together constituting approximately 1.5% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
GP II, in its capacity as the general partner of each of HIC Fund and HIC Fund II, has the ability to direct the management of each of HIC Fund’s and HIC Fund II’s business, including the power to direct the decisions of each of HIC Fund and HIC Fund II regarding the vote and disposition of securities held by each of HIC Fund and HIC Fund II. Therefore, GP II may be deemed to have indirect beneficial ownership of the securities held by HIC Fund and HIC Fund II.
Capital II, in its capacity as the general partner of GP II, has the ability to direct the management of GP II’s business, including the power to direct the decisions of GP II regarding the vote and disposition of securities held by each of HIC Fund and HIC Fund II. Therefore, Capital II may be deemed to have indirect beneficial ownership of the securities held by HIC Fund and HIC Fund II.
Management, in its capacity as the duly appointed investment manager of HIC Fund and HIC Fund II has the ability to direct the management of HIC Fund and HIC Fund II, including the power to direct the decisions of HIC Fund and HIC Fund II regarding the vote and disposition of securities held by HIC Fund and HIC Fund II; therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by HIC Fund and HIC Fund II. In addition, in its capacity as the duly appointed investment manager of the Separate Accounts, has the ability to direct the management of the Separate Accounts, including the power to direct the decisions of the Separate Accounts regarding the vote and disposition of securities held by the Separate Accounts; therefore, Management may be deemed to have indirect beneficial ownership of the Shares beneficially owned by the Separate Accounts. Solely with respect to the Separate Accounts, the aggregate amount of the securities held by the Separate Accounts is 4,936,151 Shares, in addition to approximately 922,133 Shares that may be issuable upon conversion of the Series A Notes and approximately 3,838,829 Shares that may be issuable upon conversion of the Series B Notes (subject to the restrictions on conversion described below). Management has the sole power to vote and dispose of such shares.
Holdings, Inc., in its capacity as the general partner of each of Capital II and Management, has the ability to direct the management of (i) Capital II’s business, including the power to vote and dispose of securities held by HIC Fund and HIC Fund II and (ii) Management’s business, including the power to vote and dispose of securities held by the Separate Accounts; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the securities held by HIC Fund, HIC Fund II and the Separate Accounts.
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