Each member of Macellum jointly represents and warrants that, as of the date of this Agreement, (a) Macellum, together with all of the Macellum Affiliates, collectively Beneficially Own an aggregate of 3,131,505 shares of Common Stock; (b) except for such ownership, no member of Macellum, individually or in the aggregate with all other members of Macellum and the Macellum Affiliates, has any other Beneficial Ownership of any Voting Securities; and (c) Macellum, collectively with the Macellum Affiliates, have a Net Long Position of 3,131,505 shares of Common Stock.