See the section entitled Proposal 1 Election of Directors
for information regarding Mr. Chioini and Mr. Rice.
As of the date hereof, Mr. Jorgl is the record and beneficial owner
of 1,000 shares of Common Stock of the Company and no other Participant is the record or beneficial owner of any shares of Common Stock. Mr. Jorgl purchased his shares of Common Stock on June 27, 2022, and otherwise neither he nor any other
Participant has engaged in any transactions in the Companys securities within the past two years.
During the week
ending July 15, 2022, after the nomination notice was submitted on July 8, 2022, Mr. Tusa became aware of the solicitation effort and was introduced to Mr. Chioini through Mr. Xirinachs, a business associate of both
Mr. Tusa and Mr. Chioini. Mr. Tusa, based on the potential investment opportunity (if and when Mr. Chioini and Mr. Rice were elected to the Board) and the hope for the potential of future consulting work from the
Company (although this matter was never discussed with either Mr. Chioini or Mr. Rice and therefore no commitment was or is made by either ASFV Nominee), acting through River Rock, agreed to bear certain expenses. On July 27,
2022, the members of the ASFV Committee, together with River Rock, entered into an agreement to formalize their relationship (the Group Agreement). Among other things, the Group Agreement provided that River Rock would bear expenses
incurred in connection with the activities of the group, including this solicitation, with the other parties contributing at their discretion. However, Mr. Xirinachs, who had been a successful investor in prior businesses run by
Mr. Chioini, based on the potential investment opportunity that AIM presented (if and when Mr. Chioini and Mr. Rice were elected to the Board), paid certain expenses on behalf of River Rock through Looking Glass and agreed to be
jointly responsible for expenses with Mr. Chioini going forward. As a result, on September 14, 2022, the Group Agreement was amended to make all Participants party thereto and reflect the revised expense payment agreement. As
revised, (i) Mr. Jorgl, Mr. Chioini and Mr. Rice agreed to conduct this proxy solicitation and coordinate activities with respect AIM and the nominations and all parties agreed not take certain related actions without the mutual
consent Mr. Jorgl, Mr. Chioini and Mr. Rice, (ii) each party agreed not to buy, sell, pledge or otherwise acquire or dispose of any Company securities without the consent of the other parties, and (iii) Mr. Chioini and
Mr. Xirinachs agreed to bear expenses incurred in connection with the activities of the group.
On November 18,
2013, an information was filed in the U.S. District Court, Central District of California, charging Mr. Xirinachs with two counts of wire fraud under 18 U.S.C. 1343. The charges related to activities occurring between 2008 and 2013
involving fraudulent securities trading and promotion and material misrepresentations to investors and misuse of funds. Mr. Xirinachs pleaded guilty and, on June 13, 2022, was sentenced in the U.S. District Court, Eastern District of
New York (where the case had been transferred) to three years of probation and ordered to pay restitution of $353,000.
Except as set forth in this Proxy Statement, (i) during the past ten years, no Participant in this solicitation has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (iii) no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with
respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of
proxies; (iv) no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (v) no Participant in this solicitation owns beneficially, directly or indirectly, any securities
of any parent or subsidiary of the Company; (vi) no Participant in this solicitation or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Companys last fiscal
year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (vii) no Participant in this
solicitation or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of
its
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