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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The reporting person acquired 241,563 shares of issuer common stock pursuant to the Agreement of Merger, dated as of January 18, 2006, by and among the issuer, Quattro Merger Sub Corp., A4 Health Systems, Inc. and John P. McConnell, as representative of the shareholders (the "Agreement of Merger"). Of the 241,563 shares, 136,105 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement, dated as of March 2, 2006, by and among the issuer, John P. McConnell, as representative of the shareholders, and the escrow agent (the "Escrow Agreement"). The 136,105 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(2) |
Catherine Z. McConnell acquired 17,622 shares of issuer pursuant to the Agreement of Merger. Of the 17,622 shares, 9,929 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 9,929 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(3) |
Alexander Royal McConnell acquired 1,762 shares of issuer pursuant to the Agreement of Merger. Of the 1,762 shares, 993 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 993 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(4) |
Matthew B. McConnell acquired 1,762 shares of issuer pursuant to the Agreement of Merger. Of the 1,762 shares, 993 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 993 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(5) |
William A. McConnell acquired 1,762 shares of issuer pursuant to the Agreement of Merger. Of the 1,762 shares, 993 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 993 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(6) |
Cole B. Olive acquired 1,762 shares of issuer pursuant to the Agreement of Merger. Of the 1,762 shares, 993 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 993 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(7) |
Kasey L. Olive acquired 1,762 shares of issuer pursuant to the Agreement of Merger. Of the 1,762 shares, 993 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 993 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. |
(8) |
John P. McConnell and Cynthia P. Pittman are the managers of McConnell Venture Partners Fund, LLC. McConnell Venture Partners Fund, LLC acquired 831,294 shares of issuer pursuant to the Agreement of Merger. Of the 831,294 shares, 420,080 were issued to LaSalle Bank National Association, as escrow agent, pursuant to the Escrow Agreement. The 420,080 shares are being held in escrow, subject to forfeiture for a period of time following the merger, to indemnify, hold harmless and reimburse the issuer, among others, for certain losses and expenses as specified in the Agreement of Merger. The reporting person disclaims beneficial ownership in the shares of issuer except to the extent of his pecuniary interest therein. |