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crookedneck

08/06/14 4:15 PM

#8937 RE: goldmansack #8935

I seriously doubt it, but I will send a message to see if Mr. James knows. Previously he told me that Group 31 would never even think of selling in this range, but that 9.99% thingy has me a lil perplexed. Wouldn't he have to a filing if that was the case? I will see what he says. Cheers!

RobinIV

08/06/14 4:21 PM

#8939 RE: goldmansack #8935

Don't know how this is counted, but 24M is less than 10% of 300M. I also don't see him selling at this level.

crookedneck

08/07/14 11:56 AM

#8955 RE: goldmansack #8935

Hey gold, I did send off a message to Mr. James to try and get clarification, but meanwhile I did notice this(see bold print below) in their S1 filing on the bottom of page 12 that tells me it is unlikely that the 31 Group or Josh Sasson are selling shares, but to be sure, I sent a message to Mr. James and I will post his response as soon as he gets back with me. Great question - Thx. Cheers!

The Selling Stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

Because the Selling Stockholder may be deemed to be an “underwriter” within the meaning of the Securities Act it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholder has informed us that no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholder.