Page 19 of 28 – SEC Filing
Messrs.
Stetson and Jobson are former directors of the Issuer, and, as identified in Item 6, each have a contractual right to be
nominated as a director by the Issuer.
(d)-(e)
During the last five years, no Reporting Person has (i) been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Delta Partners, LP, Prism Partners, L.P. and REIT Redux LP are Delaware limited partnerships. Delta Growth Master Fund L.P. is
a Cayman Islands limited partnership. Delta Partners GP, LLC, Delta Advisors, LLC, and REIT Redux GP, LLC are Delaware limited
liability companies. Leanlien, L.L.C. is a Texas limited liability company. SLKW Investments LLC is a Delaware limited liability
company. Jobson Family Foundation is a Massachusetts trust. David Martin West Asset Trust and The Kropp 2010 Family Trusts are
trusts formed under the laws of Texas. Charles Jobson, Robert Stetson, David West and James H. Kropp are each a citizen of the
United States.
Item
3. Source and Amount of Funds or Other Consideration.
Paragraph
3 of Item 3 of the Schedule 13D is amended and restated in its entirety as follows:
All
shares of Common Stock held directly by Robert Stetson (103,894 as of the reporting date) were acquired through either the purchase
of Common Stock from the Issuer in a 2013 capital raise by the Issuer, through the exercise of warrants acquired as warrant coverage
in connection therewith, or in the open market. The total amount of funds used by Mr. Stetson was approximately $229,620. All
shares of Common Stock held directly by Leanlien, L.L.C. were acquired in the open market and the total of funds used by Leanlien,
L.L.C. was approximately $49,800. All shares of Common Stock held directly by SLKW Investments LLC were acquired in the open market
and the total of funds used by SLKW Investments LLC was approximately $121,424. David Martin West Asset Trust and The Kropp 2010
Family Trust acquired shares of Common Stock through either the purchase of Common Stock from the Issuer in a 2013 capital raise
by the Issuer or through the exercise of warrants acquired as warrant coverage in connection therewith using aggregate funds of
$13,600 (David Martin West Asset Trust) and $22,000 (The Kropp 2010 Family Trust). All shares of the foregoing shares of Common
Stock were paid for using the working capital or personal or family investment capital of such Reporting Persons. Robert Stetson
may also be deemed to beneficially own the shares of Common Stock held directly by SLKW Investments LLC, REIT Redux LP, and Leanlien,
L.L.C. Neither David West nor James H. Kropp (who may be deemed to beneficially own the shares held by David Martin West Asset
Trust and The Kropp 2010 Family Trust, respectively) holds shares of Common Stock directly.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended by adding the following paragraphs as the eleventh and twelfth paragraph of such Item:
On
March 12, 2018, Charles Jobson, Robert J. Stetson, and the Issuer amicably entered into the Settlement Agreement attached hereto
as Exhibit J (the “Settlement Agreement”). Pursuant to the terms of the Settlement Agreement, Messrs. Jobson and Stetson
have agreed to cause Delta and REIT to withdraw the Nomination Letter. In exchange, the Issuer has agreed to nominate Geoffrey
Bailey, Boyd Hobak, Jason Maceda, Mr. Stetson and Mr. Jobson for election to the Issuer’s board of directors at the Issuers
annual meeting of stockholders to be held on May 23, 2018. Messrs. Jobson and Stetson have agreed to vote for such persons at
such meeting, and intend to cause the Reporting Persons to do the same. The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is
attached as Exhibit J hereto, which exhibit is incorporated by reference in its entirety in this Item 4.
