(v) Institutional Advisors III may be deemed to be the beneficial owner of 7,200,427 shares of Common Stock
(approximately 9.9% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(vi)
MHRC may be deemed the beneficial owner of 804,573 shares of Common Stock (approximately 1.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of
the shares of Common Stock otherwise described in Item 5(a)(iii) by virtue of MHRCs position as the managing member of Advisors.
(vii) Fund
Management may be deemed to be the beneficial owner of 8,005,000 shares of Common Stock (approximately 11.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number
consists of all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100) and Institutional Partners III.
(viii) MHR Holdings may be deemed to be the beneficial owner of 8,005,000 shares of Common Stock (approximately 11.0% of the total number of shares of Common
Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of MHR Holdings position as the managing
member of Fund Management.
(ix) Dr. Rachesky may be deemed to be the beneficial owner of 8,218,291 shares of Common Stock (approximately 11.3% of
the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of
Dr. Racheskys position as the managing member of each of MHRC, Institutional Advisors III and MHR Holdings and (b) restricted stock units to purchase 15,706 shares of Common Stock held directly.
(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 715,138 shares of Common Stock which may be deemed to
be beneficially owned by Master Account as described above, and (y) the sole power to direct the voting of 715,138 shares of Common Stock which may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 89,435 shares of Common Stock which may be deemed
to be beneficially owned by Capital Partners (100) as described above, and (y) the sole power to direct the voting of 89,435 shares of Common Stock which may be deemed to be beneficially owned by Capital Partners (100) as described
above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 804,573 shares of Common Stock which may be deemed to be
beneficially owned by Advisors as described above, and (y) the sole power to direct the voting of 804,573 shares of Common Stock which may be deemed to be beneficially owned by Advisors as described above.
(iv) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 7,200,427 shares of Common Stock which may be
deemed to be beneficially owned by Institutional Partners III as described above, and (y) the sole power to direct the voting of 7,200,427 shares of Common Stock which may be deemed to be beneficially owned by Institutional Partners III as
described above.
(v) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 7,200,427 shares of Common
Stock which may be deemed to be beneficially owned by Institutional Advisors III as described above, and (y) the sole power to direct the voting of 7,200,427 shares of Common Stock which may be deemed to be beneficially owned by Institutional
Advisors III as described above.
(vi) MHRC may be deemed to have (x) the sole power to direct the disposition of the 804,573 shares of Common Stock
which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 804,573 shares of Common Stock which may be deemed to be beneficially owned by MHRC as described above.
(vii) Fund Management may be deemed to have (x) the sole power to direct the disposition of 8,005,000 shares of Common Stock which may be deemed to be
beneficially owned by Fund Management as described above, and (y) the sole power to direct the voting of 8,005,000 shares of Common Stock which may be deemed to be beneficially owned by Fund Management as described above.
(viii) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of the 8,005,000 shares of Common Stock which may be deemed to be
beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 8,005,000 shares of Common Stock which may be deemed to be beneficially owned by MHR Holdings as described above.
(ix) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 8,218,291 shares of Common Stock which may be deemed to be
beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of 8,218,291 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) None.
(d)(i) The partners of Master Account, including
Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Stock held for the account of Master Account in accordance with their partnership interests in Master Account.