1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Cumulative Redeemable Convertible Preferred Stock
(2)
|
Â
(3)
|
Â
(4)
|
Common Stock
|
5,000,000
(5)
|
$
4
|
I
|
By JMP Realty Trust, Inc.
(1)
|
Series A Cumulative Redeemable Convertible Preferred Stock
(2)
|
Â
(3)
|
Â
(4)
|
Common Stock
|
1,811,000
(6)
|
$
4
|
I
|
By Harvest Opportunity Partners II, L.P.
(1)
|
Series A Cumulative Redeemable Convertible Preferred Stock
(2)
|
Â
(3)
|
Â
(4)
|
Common Stock
|
314,000
(7)
|
$
4
|
I
|
By Harvest Opportunity Partners Offshore Fund, Ltd.
(1)
|
Series A Cumulative Redeemable Convertible Preferred Stock
(2)
|
Â
(3)
|
Â
(4)
|
Common Stock
|
288,000
(8)
|
$
4
|
I
|
Harvest Small Cap Partners, L.P.
(1)
|
Series A Cumulative Redeemable Convertible Preferred Stock
(2)
|
Â
(3)
|
Â
(4)
|
Common Stock
|
87,000
(9)
|
$
4
|
I
|
Harvest Small Cap Offshore, Ltd.
(1)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
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 has investment control over these securities as investment advisor to this entity, but disclaims
beneficial ownership of these securities and this report shall not be an admission that the reporting person is the
beneficial owner of such securities for purposes of Section 16 or any other purpose. |
(2) |
The Series A Preferred Stock has a conversion rate of five shares of common stock for every share of Series A Preferred
Stock. |
(3) |
The Series A Cumulative Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") is convertible: (a) at the
holder's election, any time prior to redemption or mandatory conversion by the Company, or (b) at the Company's option,
any time, subject to the satisfaction of certain mandatory conversion conditions set forth in the Articles Supplementary for
the Series A Preferred Stock. |
(4) |
The Series A Preferred Stock matures on December 31, 2010, but may be redeemed earlier in the event of a change of control. |
(5) |
Pursuant to that certain Stock Purchase Agreement, by and among the issuer and the investors listed on Schedule I thereto,
dated as of November 30, 2007, as amended (the "Purchase Agreement"), JMP Realty Trust, Inc. has an option, exercisable not
later than April 4, 2008, to purchase up to an additional 500,000 shares of Series A Preferred Stock, which will be
immediately convertible, at the holder's election, into 2,500,000 shares of common stock. |
(6) |
Pursuant to the Purchase Agreement, Harvest Opportunity Partners II, L.P. has an option, exercisable not later than April 4,
2008, to purchase up to an additional 181,100 shares of Series A Preferred Stock, which will be immediately convertible, at
the holder's election, into 905,500 shares of common stock. |
(7) |
Pursuant to the Purchase Agreement, Harvest Opportunity Partners Offshore Fund, Ltd. has an option, exercisable not later
than April 4, 2008, to purchase up to an additional 31,400 shares of Series A Preferred Stock, which will be immediately
convertible, at the holder's election, into 157,000 shares of common stock. |
(8) |
Pursuant to the Purchase Agreement, Harvest Small Cap Partners, L.P. has an option, exercisable not later than April 4, 2008,
to purchase up to an additional 28,800 shares of Series A Preferred Stock, which will be immediately convertible, at the
holder's election, into 144,000 shares of common stock. |
(9) |
Pursuant to the Purchase Agreement, Harvest Small Cap Offshore, Ltd. has an option, exercisable not later than April 4, 2008,
to purchase up to an additional 8,700 shares of Series A Preferred Stock, which will be immediately convertible, at the
holder's election, into 43,500 shares of common stock. |