Page 8 of 11 – SEC Filing
| (f) | EOP IV is a Delaware limited partnership. WR IV LLC is a Delaware limited liability company. EMC is a Delaware S-Corporation. Each of Mr. Goldstein and Mr. Usdan is a United States citizen. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| A total of $16,274,650 for the purchase of the Common Stock reported herein were derived from the working capital of EOP IV. In addition, the Reporting Persons used margin borrowings made in the ordinary course of business for the purchase of the Common Stock reported herein. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
| The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes in the ordinary course of business. The Reporting Persons acquired such shares of Common Stock because they believed that the shares of Common Stock reported herein, when purchased, represented an attractive investment opportunity. | |
| On June 21, 2016, EOP IV and the Issuer entered into a letter agreement (the “Investor Rights Letter Agreement“) outlining certain rights of EOP IV as an investor in the securities of the Issuer, subject to certain ownership requirements, including the right to (i) designate Mr. Goldstein, Mr. Usdan or J. Michael Gibbons, an employee of EMC, to be invited to all meetings of the board of directors of the Issuer (the “Board”) in a non-voting observer status, subject to such representative entering into a confidentiality agreement with the Issuer as well as such representative’s attendance at any meeting being in compliance with the Board’s legal, regulatory and/or fiduciary restrictions or limitations; (ii) relinquish the observer right by designating Mr. Goldstein or Mr. Usdan to become a member of the Board, subject to approval of the Board, which approval shall not be unreasonably withheld; and (iii) receive certain periodic financial information regarding the Issuer. Mr. Usdan is currently a member of the Board. | |
| In addition, on June 21, 2016, EOP IV and the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Issuer granted to EOP IV certain: (i) demand registration rights at any time after June 21, 2019 with respect to the shares of Common Stock purchased from the Issuer, the Issuer’s Series F non-voting preferred stock, par value $0.01 per share, (the “Series F Non-Voting Preferred Stock“) purchased from the Issuer and the shares of Common Stock underlying such Series F Non-Voting Preferred Stock (collectively, the “Registrable Securities“) while EOP IV and its affiliates maintain certain ownership threshold in the Issuer’s securities and (ii) customary piggyback registration right with respect to the Registrable Securities. | |
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