* |
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 is the sole stockholder of Asteroid Acquisition Corporation, a Delaware corporation ("Merger Sub") and Open Text Holdings, Inc., a Delaware corporation. Open Text Holdings, Inc. is the sole stockholder of Open Text USA Inc., a Delaware corporation, which is the sole stockholder of Open Text Inc., a Delaware corporation. Open Text Inc. holds the 1,445,290 shares of Common Stock reported herein. |
(2) |
In addition, the Reporting Person may be deemed to beneficially own 4,117,447 shares of Common Stock as a result of a Tender and Voting Agreement, dated December 5, 2014, by and among Peter I. Cittadini, President, Chief Executive Officer and a director of the Issuer, Arthur C. Patterson, the Issuer's lead independent director, and certain of their affiliates, the Reporting Person and Merger Sub. |
(3) |
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein in excess of their respective pecuniary interests, if any. |