Contract
Exhibit 99
(1): Leeward Capital, L.P., a California limited partnership ("Leeward Capital"), is the direct beneficial owner of the number of shares of the Issuer's common stock shown in Column 2 of Table I. Leeward Investments, LLC, a California limited liability company ("Leeward Investments" and, together with Leeward Capital, the "Leeward Parties"), is the general partner of Leeward Capital. Xxxx X. Xxxxxx ("Xx. Xxxxxx") is the Manager of Leeward Investments. The business address of Leeward Investments and Xx. Xxxxxx is the same as shown in Box 1 for Leeward Capital. Leeward Capital, Leeward Investments and Xx. Xxxxxx (collectively, the "Reporting Persons") report their beneficial ownership of the shares of the Issuer's common stock directly owned by Leeward Capital as a group for purposes of Rule 13d5-b(i) promulgated under the Securities Exchange Act of 1934, as amended ("Rule 13d-5(b)(1)"). Accordingly, Leeward Investments and Xx. Xxxxxx may be deemed to beneficially own indirectly those shares reported as directly owned by Leeward Capital in Column 3 of Table I. Xx. Xxxxxx is signing this Form on behalf of Leeward Capital in his capacity as Manager of its general partner Xxxxxxx Investments, on behalf of Leeward Investments as its Manager and individually by reason of his capacity as Manager of Leeward Investments.
(2): The shares reported in Column 2 of Table I (the "Leeward Shares") constitute approximately 7.5% of the outstanding shares of the Issuer's common stock. However, by reason of the Acquisition Support Agreement dated as of February 18, 2011 (the "Support Agreement") by and among Xxxxxxxxx Acquisition Company, a Delaware corporation ("SAC"), and the Leeward Parties, which the Reporting Persons have reported in a Schedule 13D/A dated February 18, 2011 (the "Leeward Schedule 13D/A"), the Reporting Persons may be deemed to constitute a group for purposes of Rule 13d-5(b)(1) with SAC and certain related parties (collectively with SAC, the "Xxxxxxxxx Parties"), who have reported on a Schedule 13D/A dated February 18, 2011 (the "Xxxxxxxxx 13D/A") that they beneficially own as a group approximately 56.9% of the outstanding shares of the Issuer's common stock, which reported percentage includes the Leeward Shares because (according to the Xxxxxxxxx 13D/A) certain of the Xxxxxxxxx Parties may be deemed to beneficially own the Leeward Shares by reason of the Support Agreement. The Reporting Persons disclaim beneficial ownership of any of the shares of the Issuer's common stock beneficially owned by the Xxxxxxxxx Parties other than the Leeward Shares.