Page 11 of 14 – SEC Filing
WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.
WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.
The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed
to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock
that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the
other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.
Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 1,870,000 shares of Common Stock, constituting approximately 8.3% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 22,556,412 shares outstanding as of March 13, 2017, set forth in the Issuer’s Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 2017 filed with the Commission on March 13, 2017.
The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.
