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Explanation of Responses:
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(
1)
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The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including ZelnickMedia Corporation ("ZelnickMedia"), of which Mr. Slatoff is a partner, and was effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of shares of restricted stock previously granted to ZelnickMedia, as further described in Footnote (3) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
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(
2)
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Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.21 to $27.57, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
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(
3)
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On May 22, 2015, 277,062 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 19,948 shares to Mr. Slatoff, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,385 shares pursuant to the registration statement referred to in Footnote (1) to satisfy the tax obligations of its partners receiving shares in the distribution.
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4)
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Represents 1,422,143 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such shares are not held individually by Mr. Slatoff). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Slatoff) pursuant to the Section 16 exempt transactions referred to in Footnote (3) above.
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5)
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Represents 19,948 shares of Common Stock held directly by Mr. Slatoff, including 19,948 shares acquired by Mr. Slatoff pursuant to the Section 16 exempt distribution referred to in Footnote (3) above.
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(
6)
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The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including the Reporting Person. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
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(
7)
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Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.22 to $27.55, inclusive. Upon request, the Reporting Person undertakes to provide full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
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(
8)
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The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including ZelnickMedia, of which Mr. Slatoff is a partner, and was effected to satisfy the tax obligations of the partners of ZelnickMedia upon the vesting of shares of restricted stock previously granted to ZelnickMedia, as further described in Footnote (10) below. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
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(
9)
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Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.05 to $27.55, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
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(
10)
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On May 26, 2015, 277,062 shares of restricted stock previously granted to ZelnickMedia vested and ZelnickMedia (i) distributed a total of 124,677 shares to its partners, including 19,948 shares to Mr. Slatoff, pursuant to a Section 16 exempt transaction and (ii) sold a total of 152,385 shares pursuant to the registration statement referred to in Footnote (8) to satisfy the tax obligations of its partners receiving shares in the distribution.
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11)
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Represents 1,145,081 shares of Common Stock held directly by ZelnickMedia, of which Mr. Slatoff is a partner (such shares are not held individually by Mr. Slatoff). Does not include 124,677 shares distributed by ZelnickMedia to its affiliates (including Mr. Slatoff) pursuant to the Section 16 exempt transactions referred to in Footnote (10) above.
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12)
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Represents 19,948 shares of Common Stock held directly by Mr. Slatoff, including 19,948 shares acquired by Mr. Slatoff pursuant to the Section 16 exempt distribution referred to in Footnote (10) above.
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(
13)
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The transaction reported on this Form 4 was effected pursuant to a registration statement by certain selling stockholders, including the Reporting Person. The registration statement was filed with, and was declared effective on May 20, 2015 by, the Commission.
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(
14)
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Represents a weighted average sales price of shares sold in multiple transactions at sales prices ranging from $27.09 to $27.55, inclusive. Upon request, the Reporting Person undertakes to provide the full sale information regarding the number of shares sold at each price increment to the Commission, the issuer or any security holder of the issuer.
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