Page 11 of 17 – SEC Filing
Pro Rata In-Kind Distributions
On January 23, 2017, TCP RG, LLC disposed
of all 1,245,418 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no
consideration to certain of its members, including, among others, Tengram Capital Partners Gen2 Fund, L.P. (“Tengram
Fund I”), Tengram Capital Associates, LLC (“TCA”) and TCP Co-Invest LLC. TCP RG, LLC disposed
of 1,019,032 shares of Common Stock to Tengram Fund I, 112,559 shares of Common Stock to TCA and 90,585 shares of Common Stock
to TCP Co-Invest LLC, with the remaining 23,242 shares of Common Stock distributed among other members of TCP RG, LLC. Additionally,
on May 8, 2017, after receiving the 90,585 shares of Common Stock from TCP RG, LLC, TCP Co-Invest LLC redistributed all of these
shares pro rata among its members for no consideration. TCP Co-Invest LLC disposed of 9,059 shares of Common Stock to William
Sweedler and 9,058 shares of Common Stock to Matthew Eby, with the remaining 72,468 shares of Common Stock distributed to another
member. Tengram Fund I and TCA did not subsequently transfer the shares of Common Stock they received from TCP RG, LLC.
On January 23, 2017, TCP RG II, LLC disposed
of all 410,345 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration
to certain of its members, including, among others, Tengram Fund I, TCP Co-Invest LLC and RG II Intermediary LLC. TCP RG II, LLC
disposed of 344,274 shares of Common Stock to Tengram Fund I, 3,622 shares of Common Stock to TCP Co-Invest LLC and 41,909 shares
of Common Stock to RG II Intermediary, LLC, with the remaining 20,540 shares of Common Stock distributed among other members of
TCP RG II, LLC. Additionally, on May 8, 2017, after receiving the 41,909 shares of Common Stock from TCP RG II, LLC, RG II Intermediary,
LLC redistributed all of these shares pro rata to its member RG II Blocker, LLC for no consideration. On May 8, 2017, after
receiving the 3,622 shares of Common Stock from TCP RG II, LLC, TCP Co-Invest LLC also redistributed all of these shares pro
rata to its members for no consideration. Tengram Fund I did not subsequently transfer the shares of Common Stock it received
from TCP RG II, LLC.
As a result of the pro rata in-kind
distributions, the number of shares beneficially owned by the Reporting Persons who partook in the distributions is as follows:
(i) TCP RG, LLC no longer beneficially owns shares of Common Stock; (ii) Tengram Fund I beneficially owns 1,363,306 shares of Common
Stock, all of which it holds directly, including the 1,019,032 shares and 344,274 shares received from TCP RG, LLC and TCP RG II,
LLC, respectively; (iii) TCA beneficially owns 1,517,774 shares of Common Stock, including 1,363,306 shares held directly by Tengram
Fund I, of which TCA is the general partner, 112,559 shares held directly by TCA and 41,909 shares held directly by RG II Blocker,
LLC, of which TCA is the manager; and (iv) each of Matthew Eby and William Sweedler, as co-managing member of TCA and TCA II, beneficially
owns 7,617,739 and 7,617,740 shares of Common Stock, respectively, including (a) 1,363,306 shares held directly by Tengram Fund
I, (b) 112,559 shares held directly by TCA, (c) 41,909 shares held directly by RG II Blocker, LLC, (d) 6,090,907 shares of Common
Stock indirectly beneficially owned by TCA II, as further described in Item 5 below and (e) in Mr. Eby’s case, 9,058 shares
of Common Stock held directly, and in Mr. Sweedler’s case, 9,059 shares of Common Stock held directly. Additionally, TCA,
as the manager of TCP Co-Invest LLC, and each of Mssrs. Sweedler and Eby, as the co-managers of TCA, temporarily beneficially owned
the 90,585 shares TCP Co-Invest LLC received from TCP RG LLC and the 3,622 shares TCP Co-Invest LLC received from TCP RG II, LLC,
until TCP Co-Invest LLC re-distributed such shares to its own members.
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