If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however,
see
the Notes).
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CUSIP NO. 854305208
|
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13D/A
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Page
2
of 11 Pages
|
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|
1
|
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NAMES OF
REPORTING PERSONS
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO; AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
2,245,151
Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,245,151
Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,151
Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
15.0
% of the outstanding Common Stock
|
14
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TYPE OF REPORTING PERSON
OO; IA
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CUSIP NO. 854305208
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13D/A
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Page
3
of 11 Pages
|
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1
|
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NAMES OF
REPORTING PERSONS
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO; AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
STATE OF NORTH CAROLINA, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
2,245,151
Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,245,151
Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,151
Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
15.0
% of the outstanding Common Stock
|
14
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 854305208
|
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13D/A
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Page
4
of 11 Pages
|
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1
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NAMES OF
REPORTING PERSONS
HALE PARTNERSHIP FUND, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
1,981,996 Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
1,981,996 Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,981,996 Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
13.3% of the outstanding Common Stock
|
14
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TYPE OF REPORTING PERSON
PN
|
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CUSIP NO. 854305208
|
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13D/A
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Page
5
of 11 Pages
|
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1
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NAMES OF
REPORTING PERSONS
MGEN II – HALE FUND, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
82,055 Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
82,055 Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,055 Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.5% of the outstanding Common Stock
|
14
|
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TYPE OF REPORTING PERSON
PN
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CUSIP NO. 854305208
|
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13D/A
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Page
6
of 11 Pages
|
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1
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NAMES OF
REPORTING PERSONS
CLARK HALE FUND, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
WC
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
181,100 Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
181,100 Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,100 Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.2% of the outstanding Common Stock
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
|
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CUSIP NO. 854305208
|
|
13D/A
|
|
Page
7
of 11 Pages
|
|
|
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|
|
1
|
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NAMES OF
REPORTING PERSONS
STEVEN A. HALE II
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO; AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
UNITED STATES OF AMERICA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0 Shares of Common Stock
|
|
8
|
|
SHARED VOTING POWER
2,245,151
Shares of Common Stock
|
|
9
|
|
SOLE DISPOSITIVE POWER
0 Shares of Common Stock
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,245,151
Shares of Common Stock
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,151
Shares of Common Stock
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
15.0
% of the outstanding Common Stock
|
14
|
|
TYPE OF REPORTING PERSON
IN
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|
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CUSIP NO. 854305208
|
|
13D/A
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Page
8
of 11 Pages
|
This Amendment No. 1 (this
Amendment No.
1
) amends and supplements the Schedule 13D originally filed
by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the
SEC
) on February 9, 2017 (the
Schedule 13D
and, as amended by this Amendment No. 1, this
Statement
). Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings set forth in
the Schedule 13D.
I
TEM
1.
|
S
ECURITY
AND
I
SSUER
.
|
This Statement
relates to the common stock, par value $0.02 per share (the
Common Stock
), of Stanley Furniture Company, Inc., a Delaware corporation (the
Company
). The Companys principal executive offices are
located at 200 North Hamilton Street, No. 200, High Point, North Carolina, 27260.
I
TEM
2.
|
I
DENTITY
AND
B
ACKGROUND
.
|
(a) This
Statement is filed by the following persons (the
Reporting Persons
):
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Reporting Person
|
|
State of
Organization
|
Hale Partnership Capital Management, LLC (
Hale Adviser
)
|
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North Carolina
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Hale Partnership Capital Advisors, LLC (
Hale GP
)
|
|
North Carolina
|
Hale Partnership Fund, L.P. (
Hale Fund I
)
|
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Delaware
|
MGEN II Hale Fund, L.P. (
Hale Fund II
)
|
|
Delaware
|
Clark Hale Fund, L.P. (
Hale Fund III
and, together with Hale Fund I and
Hale II, the
Hale Funds
)
|
|
Delaware
|
Steven A. Hale II (
Mr. Hale
)
|
|
n/a
|
(b) The principal business and principal office address for each of the Reporting Persons is
6100 Fairview Road, Suite 620, Charlotte, NC 28210.
(c) The principal business or occupation of each Reporting Person is as
follows:
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|
|
Reporting Person
|
|
Principal Business or Occupation
|
Hale Adviser
|
|
Investment manager of the Hale Funds
|
Hale GP
|
|
General partner of the Hale Funds
|
Hale Fund I
|
|
Investment Fund
|
Hale Fund II
|
|
Investment Fund
|
Hale Fund III
|
|
Investment Fund
|
Mr. Hale
|
|
Manager of Hale Adviser and Hale GP
|
(d) During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have been a party
to any civil proceeding of any judicial or administrative body of competent jurisdiction, as a result of which they were or are 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.
(f) Mr. Hale is a United States
citizen.
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CUSIP NO. 854305208
|
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13D/A
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Page
9
of 11 Pages
|
I
TEM
3.
|
S
OURCE
AND
A
MOUNT
OF
F
UNDS
OR
O
THER
C
ONSIDERATION
.
|
All purchases of the Common Stock have been made by or on behalf of the Hale Funds using the investment capital of the Hale Funds. The
aggregate purchase price of the Common Stock acquired was approximately $4,551,617 (excluding brokerage commissions and transaction costs).
I
TEM
4.
|
P
URPOSE
OF
T
RANSACTION
.
|
Item 4 of the Schedule 13D is
hereby amended and supplemented by adding the following after the last paragraph:
On December 8, 2017, Hale Fund I entered into a
share purchase agreement with TALANTA Fund, L.P., (the
Selling Stockholder
), TALANTA Investment Group, LLC, general partner of the Selling Stockholder (the
TALANTA GP
), Justyn R. Putnam, investment manager and
managing member of the TALANTA GP (
Putnam
and, collectively with the Selling Stockholder and the TALANTA GP, the
Putnam Parties
) and, solely with respect to Article 4 thereof, the Company (the
Share
Purchase Agreement
), pursuant to which Hale Fund I purchased from the Selling Stockholder on December 11, 2017 (the
Closing
) 740,896 shares of Common Stock at a purchase price of $0.98 per share, for an aggregate
purchase price of $726,078.08. Pursuant to the Share Purchase Agreement, (i) Putnam resigned from the Companys Board of Directors (the
Board
), effective as of Closing, and (ii) each of the Putnam Parties
acknowledged that, as of Closing, by virtue of the transactions contemplated by the Share Purchase Agreement, each such party ceased to have any rights under the 2016 Agreement (as amended), including but not limited to the right to recommend a
substitute director for consideration and appointment by the Board pursuant to Section 1(f) of the 2016 Agreement.
The Share
Purchase Agreement contains various other terms and provisions, including a representation by the Company that a majority of the disinterested members of the Board approved the transactions contemplated by the Share Purchase Agreement in accordance
with Section 203 of the Delaware General Corporation Law.
The foregoing description of the Share Purchase Agreement is qualified in
its entirety by reference to the full text of such agreement and all exhibits thereto, which is filed as Exhibit 99.1 to this Amendment No. 1 and incorporated herein by reference.
I
TEM
5.
|
I
NTEREST
IN
S
ECURITIES
OF
THE
I
SSUER
.
|
(a)-(b) The Reporting Persons beneficially own in the aggregate 2,245,151 shares of Common Stock, which represents
approximately 15.0% of the Companys outstanding shares of Common Stock. Each percentage ownership of shares of Common Stock set forth in this Statement is based on 15,083,331 shares of Common Stock reported by the Company as outstanding as of
November 4, 2017 in its Quarterly Report on Form
10-Q
filed with the SEC on November 13, 2017, less 163,214 shares of Common Stock subsequently withheld by the Company to satisfy tax withholding
obligations, as reported pursuant to a Form 4 filed with the SEC on December 11, 2017 by R. Glenn Prillaman.
Each of the Hale Funds
directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on
the cover pages of this Statement are incorporated herein by reference.
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CUSIP NO. 854305208
|
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13D/A
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Page
10
of 11 Pages
|
Hale Adviser, as the investment manager of the Hale Funds, Hale GP, as the general partner of the Hale Funds, and Mr. Hale, as the sole
manager of Hale Adviser and Hale GP, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds and, consequently Hale Adviser, Hale GP and Mr. Hale may be deemed
to possess indirect beneficial ownership of such shares. Hale Adviser, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes.
(c) The disclosure required by this Item and included in Item 4 is incorporated by reference. Except as reported in Item 4, no transactions in
the Common Stock were effected during the past sixty days by the Reporting Persons.
(d) None.
(e) Not applicable.
I
TEM
6.
|
C
ONTRACTS
, A
RRANGEMENTS
, U
NDERSTANDINGS
OR
R
ELATIONSHIPS
WITH
R
ESPECT
TO
S
ECURITIES
OF
THE
I
SSUER
.
|
The disclosure required by this
Item and included in Item 4 is incorporated by reference.
Pursuant to Rule
13d-1(k)
promulgated
under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.
I
TEM
7.
|
M
ATERIAL
TO
BE
F
ILED
AS
E
XHIBITS
.
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
Incorporated By Reference
To
|
|
|
|
99.1
|
|
Share Purchase Agreement, dated December 8, 2017, between Hale Partnership Fund, L.P., TALANTA Fund, L.P., TALANTA Investment Group, LLC, Justyn R. Putnam and Stanley Furniture Company, Inc.
|
|
Exhibit 10.4 to the Companys Current Report on Form
8-K
filed on December 8, 2017 (File
No. 001-34964).
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CUSIP NO. 854305208
|
|
13D/A
|
|
Page
11
of 11 Pages
|
S
IGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this Statement is true, complete and correct.
In accordance with Rule
13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the
Common Stock of the Company.
|
|
|
|
|
Dated: December 15, 2017
|
|
HALE PARTNERSHIP CAPITAL MANAGEMENT, LLC
|
|
|
By:
|
|
/s/ Steven A. Hale II
|
Name:
|
|
Steven A. Hale II
|
Title:
|
|
Manager
|
|
HALE PARTNERSHIP CAPITAL ADVISORS, LLC
|
|
|
By:
|
|
/s/ Steven A. Hale II
|
Name:
|
|
Steven A. Hale II
|
Title:
|
|
Manager
|
|
HALE PARTNERSHIP FUND, L.P.
|
|
|
By:
|
|
Hale Partnership Capital Advisors, LLC,
its General Partner
|
|
|
|
|
|
By:
|
|
/s/ Steven A. Hale II
|
|
|
Name:
|
|
Steven A. Hale II
|
|
|
Title:
|
|
Manager
|
|
MGEN II HALE FUND, L.P.
|
|
|
By:
|
|
Hale Partnership Capital Advisors, LLC,
its General Partner
|
|
|
|
|
|
By:
|
|
/s/ Steven A. Hale II
|
|
|
Name:
|
|
Steven A. Hale II
|
|
|
Title:
|
|
Manager
|
|
CLARK HALE FUND, L.P.
|
|
|
By:
|
|
Hale Partnership Capital Advisors, LLC,
its General Partner
|
|
|
|
|
|
By:
|
|
/s/ Steven A. Hale II
|
|
|
Name:
|
|
Steven A. Hale II
|
|
|
Title:
|
|
Manager
|
|
/s/ Steven A. Hale II
|
STEVEN A. HALE II
|