* |
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) |
Does not give effect to a one-for-two reverse common stock split effective immediately prior to the closing of the initial public offering. |
(2) |
The reporting person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the reporting person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. |
(3) |
GTCR Fund VIII, L.P. ("Fund VIII") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners VIII, L.P. ("Partners VIII") is the general partner of Fund VIII and GTCR Golder Rauner II, L.L.C. ("GTCR II") is the general partner of Partners VIII. As such, Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of Partners VIII and GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Fund VIII to the extent of the reporting person's indirect proportionate interest in Fund VIII. |
(4) |
GTCR Fund VIII/B, L.P. ("Fund VIII/B") is the direct beneficial owner of the shares reported in Tables I and II. Partners VIII is the general partner of Fund VIII/B and GTCR II is the general partner of Partners VIII. As such, Partners VIII and GTCR II may be deemed to be beneficial owners of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of Partners VIII and GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Fund VIII/B to the extent of the reporting person's indirect proportionate interest in Fund VIII/B. |
(5) |
GTCR Co-Invest II, L.P. ("Co-Invest II") is the direct beneficial owner of the shares reported in Tables I and II. GTCR II is the general partner of Co-Invest II. As such, GTCR II may be deemed to be the beneficial owner of the shares reported in Tables I and II. GTCR II is managed by its members. The reporting person is a member of GTCR II and may be deemed to have an indirect pecuniary interest in the shares reported in Tables I and II owned by Co-Invest II to the extent of the reporting person's indirect proportionate interest in Co-Invest II. |
(6) |
The Preferred Stock is convertible upon the closing of the initial public offering of Common Stock. |
(7) |
Fund VIII, Fund VIII/B and Co-Invest II each currently hold 110,573.395, 19,405.118 and 590.170 shares of Preferred Stock, respectively. Each share of Preferred Stock is convertible into the number of shares of Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued and unpaid dividends through the day immediately prior to the closing date of the initial public offering by (2) the per share initial public offering price of the Common Stock. |