Explanation of Responses:
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(1)
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James Ratner Revocable Trust dated 12/04/1981. 1,019,584 shares of Class B Common Stock were reclassified and exchanged into 1,335,655 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 1,600,203 shares of Class A Common Stock as follows: 593,300 shares held as a direct limited partner of RMS, Ltd. and 1,006,903 shares directly.
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(2)
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Held by spouse at street account with Stifel Nicolaus & Co., Inc.
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(3)
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Austin G. Ratner 1992 Trust - James A. Ratner (father) is trust advisor. James Ratner disclaims any beneficial interest.
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(4)
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Max Ratner 1986 Family Trust for the Benefit of Daniel Ratner (son) (James Ratner is trustee). 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,849 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 34,089 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.
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(5)
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Max Ratner 1988 Grandchildren's Trust for the Benefit of Daniel Ratner (adult child of James Ratner) - James Ratner is trustee. James Ratner disclaims any beneficial interest.
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(6)
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2015 Restricted Stock Grant - 25% vest on 3/26/2016; 25% vest on 3/26/2017; and 50% vest on 3/26/2018.
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(7)
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2016 Restricted Stock Grant - 25% vest on 3/23/2017; 25% vest on 3/23/2018; and 50% vest on 3/23/2019.
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(8)
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2017 Restricted Stock Grant - 100% vest on 3/24/2018.
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(9)
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Max Ratner 1986 Family Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 5,992 shares of Class B Common Stock were reclassified and exchanged into 7,849 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 7,849 shares of Class A Common Stock directly. James Ratner disclaims any beneficial interest.
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(10)
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Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 260,235 shares of Class B Common Stock were reclassified and exchanged into 340,907 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.
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(11)
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Max Ratner Family 1999 Irrevocable Trust for the benefit of Austin Ratner (son) (James Ratner is Trustee). 260,235 shares of Class B Common Stock were reclassified and exchanged into 340,907 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 340,907 shares of Class A Common Stock as follows: 300,000 as a direct, limited partner of RMS, Ltd.; and 40,907 directly.
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(12)
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Daniel G. Ratner (son) 1993 Trust (James A. Ratner is trust advisor). 38,451 shares of Class B Common Stock were reclassified and exchanged into 50,371 shares of Class A Common Stock on 6/12/2017. Post-reclassification, trust holds 50,371 shares of Class A Common Stock directly.
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(13)
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2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
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(14)
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2009 Stock Option Grant - 25% exercisable 4/21/2011; 25% exercisable 4/21/2012; and 50% exercisable 4/21/2013.
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(15)
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2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
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(16)
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2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
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(17)
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2012 Stock Option Grant - 25% exercisable 4/11/2014; 25% exercisable 4/11/2015; and 50% exercisable 4/11/2016.
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(18)
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2013 Stock Option Grant - 25% exercisable 4/08/2015; 25% exercisable 4/08/2016; and 50% exercisable 4/08/2017.
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(19)
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2014 Stock Option Grant - 0% exercisable 3/28/2015; 25% exercisable 3/28/2016; 25% exercisable 3/28/2017; and 50% exercisable 3/28/2018.
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(20)
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Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.
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(21)
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Performance Shares Award - granted 3/26/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $24.62 per share. There is no fixed expiration date.
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(22)
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Performance Shares Award - granted 3/23/2016 - performance period is from January 1, 2016 to December 31, 2018. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $20.94 per share. There is no fixed expiration date.
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(23)
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Out Performance Shares Award - granted 3/27/2015 - performance period is from January 1, 2015 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 300% of the number of Performance Shares granted. Fair market value on date of grant is $25.31 per share. There is no fixed expiration date.
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(24)
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Pursuant to a reclassification exempt under Rule 16b-7, each share of Class B common stock was reclassified and exchanged into 1.31 shares of Class A common stock. Acquisition and dispositions in the reclassification also exempt under Rule 16b-3(d) and (e), respectively.There was no fixed exercise date or expiration date, prior to the reclassification.
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