ROBOTTI ROBERT sold TDW

Footnotes

This represents the transfer by the client, for no consideration, of Common Stock directly beneficially owned by the client, a performance fee-paying advisory client of Robotti & Company Advisors, LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Robotti Advisors"), out of the client's advisory account with Robotti Advisors. The transfer terminated the client's investment advisory relationship with Robotti Advisors in respect of such shares.; This amount includes 112,444 shares of the Common Stock directly beneficially owned by the performance-fee paying advisory clients of Robotti Advisors, 1,143,117 shares of the Common Stock directly beneficially owned by The Ravenswood Investment Company, LP ("RIC"), 763,757 shares of the Common Stock directly beneficially owned by Ravenswood Investments III, L.P. ("RI"), 3,000 shares of the Common Stock directly beneficially owned by Suzanne and Robert Robotti Foundation, Inc. ("Robotti Foundation"), 58,500 shares of the Common Stock directly beneficially owned by Suzanne Robotti ("Su Robotti"), wife of Robert Robotti, and 132,172 shares of the Common Stock, directly beneficially owned by Robert Robotti.; Mr. Robotti may be deemed to beneficially own (solely for the purpose of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) certain of the shares of Common Stock set forth in this Form 4 through his indirect proportionate ownership of Robotti Advisors, as managing director of Ravenswood Management Company, LLC, which serves as the general partner of RIC and RI and through his marriage to Su Robotti. Mr. Robotti disclaims beneficial ownership of all securities reported herein except to the extent of his pecuniary interest therein, if any.