* |
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) |
These securities are directly owned by Lime Rock Partners V, L.P. ("Lime Rock"). |
(2) |
Consists of the Common Stock owned by Lime Rock. Mr. Reynolds serves as a Director of LRP GP V, Inc., which controls the investment decisions of Lime Rock. Mr. Reynolds disclaims beneficial ownership of the Common Stock held by Lime Rock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Reynolds is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(3) |
The Convertible Perpetual Preferred Stock ("Preferred Stock") is convertible into common stock at any time, at Lime Rock's election. However, pursuant to the certificate of designations establishing the Preferred Stock, until the earlier of June 26, 2012 or the expiration of the standstill provisions included in the Investment Agreement between Lime Rock and the issuer, dated May 20, 2009, the Preferred Stock may not be converted if, immediately after giving effect to such conversion, (Continued to Footnote 4) |
(4) |
Lime Rock and its affiliates who are deemed to beneficially own the common stock or Preferred Stock beneficially owned (as defined by Rule 13d-3 or Rule 13d-5) by Lime Rock and any person with whom Lime Rock or any such affiliates would constitute a "group" within the meaning of Section 13(d) of the Exchange Act with respect to common stock or Preferred Stock would beneficially own a number of shares of the issuer's common stock exceeding 35% of the total number of the issuer's issued and outstanding shares of common stock. At any time on or after June 25, 2014, the issuer may at its option cause the Preferred Stock, in whole but not in part, to be automatically converted. The issuer may exercise this right only if the closing sale price of the issuer's common stock equals or exceeds 300% of the then prevailing conversion price for the 30 consecutive trading days prior to the issuer's issuance of a press release announcing the mandatory conversion. |
(5) |
Consists of the Preferred Stock owned by Lime Rock. Mr. Reynolds serves as a Director of LRP GP V, Inc., which controls the investment decisions of Lime Rock. Mr. Reynolds disclaims beneficial ownership of the Preferred Stock held by Lime Rock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Reynolds is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |