Pursuant to the Private Placements and as previously disclosed, on December 21, 2012, the Company generated aggregate gross proceeds of approximately $27.1 million from the issuance of shares of its common stock, $.01 par value per share ("Common Stock"), and Series A non-voting common stock, $5.00 par value per share ("Series A Stock").

The agreements relating to the Private Placements required the purchase price per share to be determined between the Company and the investors after closing the Merger. The price per share to the investors was to be based on the Company's unaudited tangible book value as of the month-end immediately preceding the month in which the Merger was consummated, and (i) be prepared in accordance with generally accepted accounting principles ("GAAP") applied in a manner consistent with the Company's practice in preparing its 2011 year-end audited financial statements, (ii) give effect to the consummation of the Merger and the issuance of any shares of Common Stock between such month-end and the date the Merger was consummated and (iii) not give effect to the Private Placements or certain expenses of the Private Placements (notwithstanding the requirements of GAAP).