Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment control with respect to all shares of our Common Stock shown as beneficially owned by them.
|
Name of Selling
Security Holder (1)
|
|
Shares of Common Stock
Beneficially Owned Prior to
the Subsequent Closing (2)
|
|
Number of
Shares of
Common
Stock Being
Offered
|
|
Shares of Common Stock
to be Beneficially Owned
After the Subsequent Closing (2)(3)
|
|
|
|
Number
|
|
Percentage
|
|
Number
|
|
Number
|
|
Percentage
|
|
|
ProQuest Investments
|
|
16,474,832(4)
|
|
23.2%
|
|
17,978,724
|
|
34,453,556
|
|
38.8%
|
|
___________________________
(1) Based on the information we received from each known holder of the securities, except as disclosed below, no selling security holder is an affiliate of any registered broker-dealer.
(2) Shares of common stock issuable under stock options and warrants that are exercisable within 60 days after November 7, 2008 are deemed outstanding for computing the percentage ownership of the selling security holder holding the options or warrants, prior to and after giving effect to the offering, but are not deemed outstanding for computing the
percentage ownership of any other selling security holder.
(3) The selling security holders may offer and sell all or a part of the common stock pursuant to this prospectus, but no estimates can be made as to the amount of shares of common stock that will be held by the selling security holders after the completion of this offering. None of the selling security holders are broker-dealers or in any way affiliated with
any broker-dealer.
(4) Includes (i) 30,397 shares of common stock, 24,251 shares issuable upon the conversion of convertible notes in the Initial Closing, and warrants to purchase 25,255 shares of common stock held in the name of ProQuest Investments II Advisors Fund, L.P., (ii) 1,262,747 shares of common stock, 1,007,365 shares issuable upon the conversion of convertible notes in
the Initial Closing, and warrants to purchase 1,049,123 shares of common stock held in the name of ProQuest Investments II, L.P., and (iii) 4,974,426 shares of common stock, 3,968,384 shares issuable upon the conversion of convertible notes in the Initial Closing, and warrants to purchase 4,132,884 shares of common stock held in the name of ProQuest Investments III, L.P. ProQuest Associates III LLC (“Associates III”) is the general partner of ProQuest Investments III, L.P.
ProQuest Associates II LLC (“Associates II”) is the General Partner of ProQuest Investments II, L.P. and of ProQuest Investments II Advisors Fund, L.P. Jay Moorin and Alain Schreiber, Managing Members of Associates III and Associates II, have voting, dispositive and investment power with respect to the securities being offered hereunder. Each of Mr. Moorin and Mr. Schreiber disclaim beneficial ownership of such securities except to the extent of each such person’s
respective pecuniary interest in such securities.