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On May 10, 2018, Kenan Lucas received 25,000 restricted
stock units pursuant to the Issuer's 2007 Second Amended and Restated Stock Incentive Plan (the “Plan”). Each restricted stock
unit represents the contingent right to receive one Share. These restricted stock units vested on May 8, 2019, which was the first business
day prior to the 2019 Annual Meeting of Shareholders. The 25,000 Shares are now held in an affiliated brokerage account for the benefit
of the investors in the Fund.
On May 9, 2019, Kenan Lucas received 18,099 restricted
stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock
units vested on September 29, 2020, which was the first business day prior to the 2020 Annual Meeting of Shareholders. The 18,099 Shares
are now held in an affiliated brokerage account for the benefit of the investors in the Fund.
On September 30, 2020, Kenan Lucas received 17,353
restricted stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted
stock units vested on May 4, 2021, which was the first business day prior to the 2021 Annual Meeting of Shareholders. Once issued, the
17,353 Shares will be held in an affiliated brokerage account for the benefit of the investors in the Fund.
On May 6, 2021, Kenan Lucas received 14,967 restricted
stock units pursuant to the Plan. Each restricted stock unit represents the contingent right to receive one Share. These restricted stock
units vested on June 1, 2022, which was the first business day prior to the 2022 Annual Meeting of Shareholders. The 14,967 Shares are
now held in an affiliated brokerage account for the benefit of the investors in the Fund.
On December 17, 2022, the Issuer entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Enghouse Interactive, Inc., a Delaware corporation (“Parent”)
and Cosmos Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, providing for the acquisition of the Issuer
by Parent in an all-cash transaction, consisting of a tender offer (the “Offer”) for all of the outstanding Shares of the
Issuer, followed by a subsequent merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the
Merger as a wholly-owned subsidiary of Parent. In connection with the Offer and Merger, and concurrently with the execution of the Merger
Agreement, the Fund entered into a Tender and Support Agreement (the “Support Agreement”) with Parent, Merger Sub, and the
Issuer’s directors and executive officers. Pursuant to the Support Agreement, the Fund has agreed to tender Shares held by it in
the Offer and to otherwise support the transactions contemplated by the Merger Agreement. The foregoing description does not purport to
be complete and is subject to and qualified in its entirety by the Issuer’s 8-K filed on December 19, 2022 which is incorporated
by reference. Pursuant to the Merger Agreement, on February 7, 2023, each Share then outstanding (other than any Shares (i) owned by the
Issuer as treasury stock, (ii) owned by Merger Sub or Parent (or their respective wholly-owned subsidiaries) or that were irrevocably
accepted for purchase by Parent in the Offer, or (iii) held by Issuer shareholders who properly asserted dissenters’ rights to obtain
payment for the fair value of their Shares and who did not lose or withdraw their dissenters’ rights under the MBCA) were converted
into the right to receive $0.90 per Share in cash, without interest, less any applicable withholding taxes.
Other than the restricted stock units and other agreements
described in Item 4 of this Schedule 13D or any previous amendment, there are no contracts, arrangements, understandings or relationships
among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. |
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