#1 The reported transaction was three contemporaneous gifts by assignment of a 32 2/3% membership interest (for an aggregate of 98% membership interest) in Koonce LLC, a family limited liability company ("LLC"), to each of three trusts for the benefit of the Reporting Person's descendants effected solely for family investment planning purposes. Each gift was subject to a gift agreement limiting the fair market value ("FMV") of each gift to 1/3 of the then existing exclusion amount of the Reporting Person and his spouse under Section 2010(c)(3)(C) of the Internal Revenue Code of 1986, as amended. Determination of FMV was made by an independent valuation firm which determined that the percentage gifted to each trust was 31.52% of the LLC which approximated to an indirect pecuniary interest in 158,099 shares of Common Stock (for an approximate aggregate indirect pecuniary interest of 474,297 shares of Common Stock).

#2 Pursuant to General Instruction 4(b)(iv) of Form 5, the entire amount of the LLC's interest in the Common Stock of the Issuer is being reported. The Reporting Person disclaims beneficial ownership of any of the shares of Common Stock of the Issuer held by the LLC, except to the extent of his pecuniary interest therein, if any.

#3 Represents shares of Common Stock held by the LLC.