*Less than 1%
**Based on 15,608,875 shares of common stock outstanding as of April 25, 2016
(1) Includes (i) 6,740 shares of a restricted stock grant which is fully vested, (ii) 10,420 shares which represent the vested portion (including shares vesting within 60 days) of a 25,000 shares of restricted stock grant which vests at the end of each calendar month at a rate of 1/24 of such shares per month, (iii) options to purchase 63,173 shares of common stock that are exercisable immediately, (iv) an option to purchase 150,000 shares of common stock pursuant to the Plan and (v) a restricted stock grant of 150,000 shares pursuant to the Plan. Excludes options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days.
(2) Represents (i) an option to purchase 150,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 150,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition. Qualified Acquisition means one or more acquisitions by the Company of any business, assets, stock, licenses, interests or properties (including, without limitation, intellectual property rights) approved by the stockholders of the Company or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise which Qualified Acquisition requires the filing by the Company of a Current on Form 8-K with the inclusion of audited financial statements of the target company.
(3) Includes (i) 14,581 shares of stock, which represents the vested portion (including shares vesting within 60 days) of a 50,000 share restricted stock award granted which vests at a rate of 1/24 of such award shares per month, (ii) 9,523 shares of common stock underlying options with an exercise price of $1.05 per share which are vested in full, (iii) an option to purchase 31,250 shares of common stock pursuant to the Plan and (iv) a restricted stock grant of 31,250 shares pursuant to the Plan. Excludes options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days.
(4) Represents (i) an option to purchase 31,250 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 31,250 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.
(5)
Michael Brauser is Chairman of the Betsy & Michael Brauser Charitable Family Foundation, Trustee of Grander Holdings, Inc. 401K and a Manager of Marlin Capital Investments, LLC (“Marlin”). In such capacities he is deemed to hold voting and dispositive power over the securities held by such entities.
(6) Includes (i) 166,670 shares stock held by Michael Brauser, which represents the vested portion (including shares vesting within 60 days) of a 400,000 share restricted stock award, which vests at a rate of 1/24 of such award shares per month, (ii) 9,523 shares of common stock underlying options with an exercise price of $1.05 per share, which fully vest on June 17, 2016 (iii) 125,000 shares of common stock held by Betsy & Michael Brauser Charitable Family Foundation, (iv) 30,184 shares of common stock held by Grander Holdings, Inc. 401K, (v) an option to purchase 525,000 shares of common stock pursuant to the Plan and (vi) a restricted stock grant of 525,000 shares pursuant to the Plan. Excludes (i) options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days, (ii) 2,205,883 shares of common stock underlying Series A Convertible Preferred Stock held by Michael Brauser, (iii) 117,648 shares of common stock underlying Series A Convertible Preferred Stock held by Marlin, (iv) 1,575,630 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Michael Brauser, (v) 84,034 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Marlin, (vi) 5,000 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Betsy & Michael Brauser Charitable Family Foundation and (vii) 216,670 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Grander Holdings, Inc. 401K. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(7) Represents (i) an option to purchase 525,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 525,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition
(8) Includes (i) 166,670 shares stock held by Michael Brauser, which represents the vested portion (including shares vesting within 60 days) of a 400,000 share restricted stock award, which vests at a rate of 1/24 of such award shares per month, (ii) 9,523 shares of common stock underlying options with an exercise price of $1.05 per share, which fully vest on June 17, 2016 (iii) 125,000 shares of common stock held by Betsy & Michael Brauser Charitable Family Foundation (iv) 30,184 shares of common stock held by Grander Holdings, Inc. 401K and (v) 470,000 shares of common stock underlying Series A Convertible Preferred Stock held by Michael Brauser. Excludes (i) options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days, (ii) 1,735,883 shares of common stock underlying Series A Convertible Preferred Stock held by Michael Brauser, (iii) 117,648 shares of common stock underlying Series A Convertible Preferred Stock held by Marlin, (iv) 1,575,630 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Michael Brauser, (v) 84,034 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Marlin, (vi) 5,000 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Betsy & Michael Brauser Charitable Family Foundation and (vii) 216,670 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Grander Holdings, Inc. 401K. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(9)
Barry Honig is the Trustee of GRQ Consultants, Inc. 401K and GRQ Consultants, Inc. Roth 401K FBO Barry Honig (“Roth 401K”), and he is the managing member of Marlin. In such capacities he is deemed to hold voting and dispositive power over the securities held by such entities.
(10)
Includes (i) 257,889 shares of common stock held by Barry Honig, (ii) 91,076 shares of common stock held by GRQ Consultants, Inc. 401K (iii) 166,670 shares stock held by Barry Honig, which represents the vested portion (including shares vesting within 60 days) of a 400,000 share restricted stock award, which vests at a rate of 1/24 of such award shares per month, (iv) 110,470 shares of common stock held by Roth 401K, (v) an option to purchase 525,000 shares of common stock pursuant to the Plan and (vi) a restricted stock grant of 525,000 shares pursuant to the Plan. Excludes (i) 2,205,883 shares of common stock underlying Series A Convertible Preferred Stock held by Mr. Honig, (ii) 154,657 shares of common stock underlying Series A Convertible Preferred Stock held by Roth 401K, (iii) 117,648 shares of common stock underlying Series A Convertible Preferred Stock held by Marlin, (iv) 1,575,630 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Mr. Honig, (v) 84,034 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Marlin and (vi) 333,333 shares of common stock underlying shares of Series D Convertible Preferred Stock held by GRQ Consultants, Inc. 401K. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(11) Represents (i) an option to purchase 525,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 525,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.
(12) Includes (i) 257,889 shares of common stock held by Barry Honig, (ii) 91,076 shares of common stock held by GRQ Consultants, Inc. 401K, (iii) 166,670 shares stock held by Barry Honig, which represents the vested portion (including shares vesting within 60 days) of a 400,000 share restricted stock award, which vests at a rate of 1/24 of such award shares per month, (iv) 110,470 shares of common stock held by Roth 401K and (v) 170,000 shares of common stock of underlying Series A Convertible Preferred Stock held by Mr. Honig. Excludes (i) 2,035,883 shares of common stock underlying Series A Convertible Preferred Stock held by Mr. Honig, (ii) 154,657 shares of common stock underlying Series A Convertible Preferred Stock held by Roth 401K, (iii) 117,648 shares of common stock underlying Series A Convertible Preferred Stock held by Marlin, (iv) 1,575,630 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Mr. Honig, (v) 84,034 shares of common stock underlying shares of Series B Convertible Preferred Stock held by Marlin and (vi) 333,333 shares of common stock underlying shares of Series D Convertible Preferred Stock held by GRQ Consultants, Inc. 401K. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(13) Includes (i) 20,830 shares which represent the vested portion (including shares vesting within 60 days) of a 50,000 shares of restricted stock grant which vests at the end of each calendar month at a rate of 1/24 of such shares per month, (ii) 9,523 shares of common stock underlying options with an exercise price of $1.05 per share which are vested in full, (iii) an option to purchase 43,750 shares of common stock pursuant to the Plan and (iv) a restricted stock grant of 43,750 shares pursuant to the Plan. Excludes options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days.
(14) Represents (i) an option to purchase 43,750 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 43,750 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.
(15) Includes (i) 20,830 shares which represent the vested portion (including shares vesting within 60 days) of a 50,000 shares of restricted stock grant which vests at the end of each calendar month at a rate of 1/24 of such shares per month, (ii) 9,523 shares of common stock underlying options with an exercise price of $1.05 per share which are vested in full, (iii) an option to purchase 100,000 shares of common stock pursuant to the Plan and (iv) a restricted stock grant of 100,000 shares pursuant to the Plan. Excludes options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days.
(16) Represents (i) an option to purchase 100,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 100,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.
(17)
Represents (i) a restricted stock grant of 100,000 shares which are vested in full, (ii) 6,993 shares of common stock underlying options with an exercise price of $1.43 per share which are vested in full, (iii)
an option to purchase 50,000 shares of common stock pursuant to the Plan and (iv) a restricted stock grant of 50,000 shares pursuant to the Plan. Excludes options to purchase 11,494 shares of common stock at an exercise price of $0.87 per share which are not exercisable within 60 days.
(18) Represents (i) an option to purchase 50,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 50,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.
(19)
John Stetson is President of Stetson Capital Investments, Inc. and Stetson Capital Investments, Inc. Retirement Plan. In such capacities he is deemed to hold voting and dispositive power over the securities held by such entities.
(20) Includes (i) 125,000 shares which represent the vested portion (including shares vesting within 60 days) of a 300,000 share restricted stock award which vests at a rate of 1/24 of such award shares per month, (ii) 83,334 shares of common stock held by Stetson Capital Investments, (iii) 83,334 shares of common stock held by Stetson Capital Investments, Inc. Retirement Plan, (iii) an option to purchase 525,000 shares of common stock pursuant to the Plan and (iv) a restricted stock grant of 525,000 shares pursuant to the Plan. Excludes (i) 69,731 shares of common stock underlying shares of Series A Convertible Preferred Stock held by Mr. Stetson, (ii) 333,333 underlying shares of Series D Convertible Preferred Stock held by Stetson Capital Investments and (iii) 333,333 underlying shares of Series D Convertible Preferred Stock held by Stetson Capital Investments, Inc. Retirement Plan. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(21) Represents (i) an option to purchase 525,000 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 525,000 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition
(22) Includes (i) 125,000 shares which represent the vested portion (including shares vesting within 60 days) of a 300,000 share restricted stock award which vests at a rate of 1/24 of such award shares per month, (ii) 83,334 shares of common stock held by Stetson Capital Investments, (iii) 83,334 shares of common stock held by Stetson Capital Investments, Inc. Retirement Plan, (iii) 69,731 shares of common stock underlying shares of Series A Convertible Preferred Stock held by Mr. Stetson, (iv) 333,333 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Stetson Capital Investments and (v) 110,000 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Stetson Capital Investments, Inc. Retirement Plan. Excludes 223,333 shares of common stock underlying shares of Series D Convertible Preferred Stock held by Stetson Capital Investments, Inc. Retirement Plan. Each of the forgoing classes of preferred stock contains an ownership limitation such that the holder may not convert any of such securities to the extent that such conversion would result in the holder’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the holder and its affiliates.
(23) Includes (i) an option to purchase 12,500 shares of common stock pursuant to the Plan and (ii) a restricted stock grant of 12,500 shares pursuant to the Plan both of which shall vest 50% as of April 25, 2016 and 50% upon the occurrence of a Qualified Acquisition.