F1These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation to purchase all of the issued and outstanding shares of common stock of the Issuer, pursuant to an Agreement and Plan of Merger dated February 28, 2015 and amended through the date of this form. The tender price per share of the shares of common stock is (i) $17.55 in cash; or (ii) 1.8320 shares of common stock of Mitel, at the election of the holder and subject to proration.
F2Such shares of common stock are held of record by August Capital V Special Opportunities, L.P. ("August V Special Opportunities"), as nominee for August Capital V Special Opportunities, August Capital Strategic Partners V, L.P. ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of August V Special Opportunities and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.
F3Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt and Vivek Mehra, as members of ACM V, share voting and investment power over the reported shares of the Issuer's common stock. August V Special Opportunities, August Strategic V, ACM V and each of its members disclaim beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August V Special Opportunities, August Strategic V, ACM V or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.