Kohlberg & Co., L.L.C.

Allegations: THE INCIDENTS REFERRED TO IN THE SEC'S ORDER OCCURRED PRIOR TO MR. LAWLER BECOMING AN ADVISORY AFFILIATE OF THE REGISTRANT. IN 2012 MODUSLINK RESTATED MORE THAN 5 YEARS OF INCORRECT FINANCIAL STATEMENTS, WHICH REVERSED THE REVENUE AND NET INCOME THE COMPANY INCORRECTLY REPORTED DUE TO CERTAIN VENDOR REBATES AND MARK-UPS. MR. LAWLER, THE THEN-CHIEF EXECUTIVE OFFICER OF MODUSLINK RECEIVED BONUSES, INCENTIVE COMPENSATION AND/OR EQUITY-BASED COMPENSATION DURING THE 12-MONTH PERIODS FOLLOWING THE INCORRECT FILINGS. WHILE THE SEC DID NOT ALLEGE THAT MR. LAWLER PARTICIPATED IN ANY MISCONDUCT, THE SEC DID FIND THAT MR. LAWLER DID NOT REIMBURSE ANY PORTION OF THIS COMPENSATION TO MODUSLINK PURSUANT TO SECTION 304(A) OF THE SARBANES-OXLEY ACT OF 2002. Status: Final Sanction Detail: WHILE THE SEC FOUND NO MISCONDUCT ON THE PART OF MR. LAWLER, THE SEC NOTED THAT MR. LAWLER, AS CHIEF EXECUTIVE OFFICER OF MODUSLINK WAS STATUTORILY REQUIRED PURSUANT TO SECTION 304 OF THE SARBANES-OXLEY ACT TO RETURN THE PORTION OF COMPENSATION OR PROFITS RELATING TO THE INCORRECT FINANCIAL STATEMENTS. AS A RESULT, THE SEC ORDERED MR. LAWLER TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS OR FUTURE VIOLATIONS OF SECTION 304 OF THE SARBANES-OXLEY ACT AND ORDERED MR. LAWLER TO REIMBURSE MODUSLINK FOR CASH AND EQUITY INCENTIVE COMPENSATION IN THE AMOUNT OF $78,991 AND 24,200 SHARES OF COMMON STOCK (OR THE CASH EQUIVALENT VALUE CALCULATED ON THE LAST CLOSING STOCK PRICE AS OF THE DATE OF THE ORDER). SUCH AMOUNTS WERE PAID ON MARCH 21, 2016. Summary: THE SEC ISSUED AN ORDER ON MARCH 15, 2016. MR. LAWLER REPAID AMOUNTS DUE ON MARCH 21, 2016.