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The percentage in this Item 5 is based upon 7,344,955 shares of Common Stock that were outstanding as of
August 7, 2020, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which was filed on August 10, 2020.
Each of the Reporting Persons hereby expressly disclaims the existence of, and membership, in a group (within the meaning of Section 13(d)(3)
of the Act and Rule 13d-5(b) thereunder) and disclaims beneficial ownership of the aggregate of 1,004,125 shares of Common Stock collectively held by the Reporting Persons.
In addition, as a result of the Support Agreement, the Trust, Parent and Purchaser may also be deemed to constitute a group for purposes of Rule 13d-3 under the Act. The Reporting Persons disclaim the existence of such a group. If the Trust is deemed to have formed a group with Parent and Purchaser, the group could be deemed to beneficially own the shares
collectively held by the group, which would be an aggregate of 935,073 Shares, which constitutes 12.7% of the issued and outstanding shares of Common Stock.
(b) The Trust has sole power to vote and dispose, or direct the disposition, of 935,073 shares of the Common Stock held by the Trust.
Toby Wegman has sole power to vote and dispose, or direct the disposition, of 1,890 shares of Common Stock. Ms. Wegman and Mark Wegman, as co-trustees of the Trust, have shared power to vote and dispose, or direct the disposition, of 935,073 shares of the Common Stock held by the Trust.
Mark Wegman has sole power to vote and dispose, or direct the disposition, of 5,790 shares of Common Stock. Dr. Wegman and Toby Wegman, as co-trustees of the Trust, have shared power to vote and dispose, or direct the disposition, of 935,073 shares of the Common Stock held by the Trust. Dr. Wegman and his wife, Dana, have shared power to vote and
dispose, or direct the disposition, of 61,372 shares of Common Stock. Dana Wegman is a citizen of the United States; her address is 45 Spring Meadow Road Mt. Kisco, NY 10549. During the last five years, Dana Wegman has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Dana Wegman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as
described in this Schedule 13D.
(d) None.
(e) Not
Applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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