* |
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 exercisable immediately. |
(2) |
These securities do not have an expiration date. |
(3) |
Does not include shares of Common Stock that may be issued to the Reporting Person if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). |
(4) |
Upon consummation of the IPO, every 3 shares of Series B Preferred Stock will be converted into 1 share of Common Stock. This conversion rate is reflected in the amount of securities underlying the derivative security reported in column 3. |
(5) |
Does not include shares of Common Stock that will be issued to the Reporting Person upon consummation of the Issuer's IPO as a result of either (a) the distribution of the Conditional Dividend or (b) the Increased Conversion Rate (as defined in footnote 6 below). |
(6) |
Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate"). The 1-for-3 conversion rate is reflected in the amount of securities underlying the derivative security reported in column 3. |