Exhibit
10.1


 


american
shared hospital services


 


COMMON
STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase
Agreement (“Agreement”), dated as of June 11, 2014, is entered into between and among American Shared Hospital
Services, a California corporation (“Company”), Mr. Raymond C. Stachowiak and RCS Investments, Inc., an Illinois
corporation (“RCS”), John F. Ruffle and Stanley S. Trotman Jr. Mr. Stachowiak and RCS, Mr. Ruffle and Mr. Trotman
are referred together herein as “Investors.”


 


WHEREAS, Mr. Stachowiak,
Mr. Ruffle and Mr. Trotman wish to purchase shares of the Company’s class of Common Stock No Par Value (“Common
Stock”), on the terms and subject to the conditions set forth in this Agreement (“Offering”);


 


WHEREAS, Mr. Stachowiak,
Mr. Ruffle and Mr. Trotman are members of the board of directors of the Company;


 


WHEREAS, Mr. Stachowiak
is the sole shareholder of RCS;


 


WHEREAS, the Investors
are acting independently of each other and not together for any purpose of acquiring, holding, voting or disposing of Common Stock,
except for the purpose of facilitating the specific purchase of the Shares (as defined below); and


 


WHEREAS, the Company and
Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the
rules and regulations as promulgated by the Securities and Exchange Commission (“SEC”) under Section 4(a)(2)
of the Securities Act of 1933, as amended (“Securities Act”).


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:


 


 1. Purchase and Sale.




 


At the Closing (as defined below), on the
terms and subject to the conditions set forth herein, the Company will issue and sell to Investors, and Investors will purchase
from the Company in the volumes set forth on Schedule A hereto an aggregate of 650,000 shares (“Shares”) of
Common Stock at a purchase price of $2.43 per Share (“Purchase Price”), which is the closing price per share
of the Common Stock on the New York Stock Exchange (“NYSE”) on the day preceding the date hereof.


 


 2. Closing and Delivery of the Shares and Funds.




 


(a)Closing. The closing of the
purchase and sale of the Shares (“Closing”) shall occur remotely via exchange of documents and signatures on
June 12, 2014 (“Closing Date”).


 






    	 



    	 



    

 


(b)Payment of Purchase Price; Delivery
of Shares. At or prior to the Closing, Investors will remit in United States dollars by wire transfer of immediately available
funds the aggregate purchase price for the Shares. On or before the Closing Date, the Company will instruct its transfer agent
(“Transfer Agent”) to deliver to each Investor one or more stock certificates, evidencing the number of Shares
as set forth on Schedule A hereto, against delivery of the aggregate purchase price. The Shares Mr. Stachowiak acquires shall be
registered in the name of RCS or its designee.


 


 3. Representations, Warranties and Covenants of Investors. Investors represent, warrant and covenant to the Company as follows:






 


(a)Investors are acquiring the Shares
for their own accounts and for investment and not with a view to the distribution thereof within the meaning of the Securities
Act.


 


(b)Investors are “accredited investors”
as such term is defined in Regulation D.


 


(c)Investors acknowledge that the Shares
have not been registered under the Securities Act, will be restricted securities and may not be resold, pledged or otherwise transferred
by Investors prior to June 12, 2015, except (i) pursuant to an effective registration statement under the Securities Act, (ii)
pursuant to an available exemption from, or in a transaction not subject to, the Securities Act; or (iii) pursuant to Rule 144
under the Securities Act. Restrictive legends shall be placed on all certificates representing any Shares, substantially as follows:


 


NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE MAY BE MADE PRIOR TO JUNE 12,
2015 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT; OR (C) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.


 


(d)Each Investor has the power and
authority to enter into this Agreement. This Agreement, its execution and the performance by each Investor of its obligations hereunder
have been duly authorized by all necessary action on the part of each Investor. Each Investor represents and warrants that the
execution, delivery and performance of the Agreement do not violate or conflict with (i) any law applicable to it, (ii) any provision
of its constitutional documents, if applicable and (iii) any order or judgment of any court or other agency of government applicable
to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets.


 


(e)Each Investor agrees that, unless
specifically requested in writing in advance by the Company’s board of directors, it will not at any time prior to the expiration
of a two-year “standstill” period following the Closing Date (“Restricted Period”) (and it will
not at any time during the Restricted Period assist or encourage others to):


 






    	- 2 -



    	 



    

 


(i)acquire or agree, offer,
seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert
with any other person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), of any of the assets,
businesses or securities of the Company or any rights or options to acquire such ownership (including from any third party); except
that the restrictions of this subparagraph (i) shall not apply to (A) any options or shares received as compensation for the Investor’s
service as a director of the Company, (B) any shares received pursuant to the Investor’s exercise of an option awarded to
him as compensation for his service as a director of the Company or (C) open market purchases of Common Stock by Investors at prevailing
market prices, provided that at no time during the Restricted Period shall any Investor’s beneficial ownership of shares
of Common Stock, excluding any options, restricted stock units or other rights to acquire Common Stock that Investors may hold
as reflected on Schedule B, exceed 10% of the outstanding shares of Common Stock as reported in the Company’s most recent
SEC filing preceding any such purchases;


 


(ii)solicit proxies (as such
terms are defined in Rule l4a-l under the Exchange Act), whether or not such solicitation is exempt under Rule 14a-2 under the
Exchange Act, with respect to any matter from holders of any shares of Common Stock or any securities convertible into or exchangeable
for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of Common Stock, or make any
communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) under the Exchange Act;


 


(iii)initiate, or induce or
attempt to induce any other person, entity or group (as defined in Section 13(d)(3) of the Exchange Act) to initiate, any stockholder
proposal or tender offer for any securities of the Company, any change of control of the Company, or the convening of a stockholders’
meeting of the Company;


 


(iv)request the Company (or
its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this paragraph (e);


 


(v)take any action inconsistent
with any of the foregoing subparagraphs (i) through (iv); or


 


(vi)take any action with respect
to any of the matters described in this paragraph (e) that requires public disclosure.


 


(f)Each Investor agrees to either file
or amend an existing Statement of Beneficial Ownership on Schedule 13D or 13G, whichever is applicable, with the SEC within five
days of the Closing Date.


 






    	- 3 -



    	 



    

 


 4. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to Investors that, as of the date hereof:




 


(a)Organization, Good Standing and
Qualification. The Company is duly formed and validly existing under the laws of California, with full power and authority
to conduct its business as it is currently being conducted and to own its assets, and has secured any other authorizations, approvals,
permits and orders required by law for the conduct by the Company of its business as it is currently being conducted.


 


(b)Authorization of Agreement and
Shares. This Agreement, its execution and the performance by the Company of its obligations hereunder, have been duly authorized
by all necessary corporate action on the part of the Company. The Shares have been duly authorized and, when issued, delivered
and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and non-assessable. The sale of the
Shares is not subject to any preemptive rights or rights of first refusal.


 


(c)Furnishing of Information.
The Company covenants to timely file (or obtain extensions and file within the applicable grace periods) all reports required to
be filed by the Company pursuant to the Exchange Act, or take any such action as Investors may reasonably request, to the extent
required from time to time to enable Investors to sell the Shares in accordance with the requirements of Rule 144.


 


(d)Listing, Trading and Maintenance
Requirements. The Company has not acted to terminate the registration of the Common Stock as a class under Section 12(b) of
the Exchange Act, nor has the Company received any notification that the SEC is contemplating such a termination, and the Common
Stock has not been suspended from trading on the NYSE nor threatened with such a suspension by the SEC or the NYSE. As soon as
reasonably practicable following the Closing, the Company covenants to file an additional listing application with the NYSE covering
all of the Shares.


 


 5. Preemptive Right.




 


(a)Until June 12, 2015, the Company
shall give Investors notice (“Issuance Notice”) of any proposed issuance by the Company of any Common Stock,
or securities exchangeable or convertible into Common Stock (together, the “Securities”), at least ten (10)
business days prior to the proposed issuance date. The Issuance Notice shall specify the estimated price at which such Securities
are to be issued and the other material terms of the issuance.


 


(b)Subject to clause (f) below, each
Investor shall be entitled to purchase up to such Investor’s Pro Rata Share of the Securities proposed to be issued, at the
same price and on the same terms provided to the buyers in the Company’s issuance. “Pro Rata Share” means the
fraction that results from dividing (i) such Investor’s aggregate ownership (immediately before giving effect to the issuance)
of Common Stock by (ii) the total outstanding shares of Common Stock on a fully diluted basis (immediately before giving effect
to the issuance).


 


(c)Each Investor shall deliver notice
of its election to purchase such Securities to the Company within five business days of the receipt of the Issuance Notice. Such
delivery of notice (which notice shall specify the number (or amount) of Securities to be purchased by such Investor) shall constitute
exercise by such Investor of its rights hereunder and a binding agreement of such Investor to purchase, at the price and on the
terms specified in the Issuance Notice, the number of shares (or amount) of Securities specified in such Investor’s notice.
If, at the termination of such five business day period, Investor shall not have exercised its rights to purchase any of its Pro
Rata Share of such Securities, such Investor shall be deemed to have waived all of its rights hereunder with respect to the purchase
of such Securities.


 






    	- 4 -



    	 



    

 


(d)The Company shall have thirty (30)
days from the date of the Issuance Notice to consummate the proposed issuance and sale upon terms that are not materially less
favorable to the Company than those specified in the Issuance Notice.


 


(e)Notwithstanding the foregoing, such
Investor shall not be entitled to purchase Securities as contemplated hereby in connection with issuances of Securities (i) to
directors or employees of the Company or any subsidiary pursuant to benefit plans or arrangements approved by the Company’s
board of directors (including upon the exercise of stock options granted pursuant to any such plans or arrangements), (ii) in connection
with any bona fide, arm’s length restructuring of outstanding debt of the Company or any subsidiary, (iii) in connection
with any bona fide, arm’s length direct or indirect merger, acquisition or similar transaction, (iv)pursuant to an offering
registered under the Securities Act; (v) to a customer, supplier, advisor, consultant or joint venture partner of the Company or
any subsidiary or (vi) that are debt securities.


 


(f)The Company shall not be obligated
to consummate any proposed issuance of Securities, nor be liable to the Investors if the Company has not consummated any proposed
issuance of Securities for whatever reason, regardless of whether the Company shall have delivered an Issuance Notice in respect
of such proposed issuance.


 


 6. Registration Right.




 


(a)On or before June 12, 2015, upon
receipt of a written request from any Investor, the Company shall prepare and file with the SEC a secondary registration statement
on behalf of Investors on Form S-3 (or any successor form thereto) covering the Shares (“Registration Statement”),
and use its best efforts to cause the Registration Statement to become effective as soon thereafter as practicable; provided, however,
that the Company shall be under no obligation to prepare and file the Registration Statement until it shall have received such
written request.


 


(b)The Company shall prepare and file
with the SEC such amendments, post-effective amendments and supplements to the Registration Statement and prospectus used in connection
therewith (“Prospectus”) as may be necessary to keep the Registration Statement and Prospectus effective and
current, respectively, until June 12, 2017, or if earlier, until such time as the number of Shares remaining unsold may be sold
by Investors within 12 months in open market transactions under Rule 144. The Company will furnish such number of copies of the
Prospectus and any supplement thereto and such other documents as Investors may reasonably request in order to facilitate the disposition
of the Shares.


 


(c)In connection with the preparation
and filing of the Registration Statement, Investors will furnish to the Company such information requested by the Company with
respect to themselves and the proposed distribution of the Shares by them as shall be reasonably necessary in order to assure compliance
with Federal and applicable state securities laws.


 






    	- 5 -



    	 



    

 


(d)The Company will use its best efforts
to register or qualify the Shares under other securities or "blue sky" laws as may be necessary and do any other acts
and things needed to enable Investors to consummate the disposition of the Shares; provided, however, that the Company shall not
be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in
any jurisdiction where it would not otherwise be required to do so but for this paragraph (d).


 


(e)The Company may postpone for up to
90 days the filing or effectiveness of the Registration Statement if the Company's board of directors determines in its reasonable
good faith judgment that the Registration Statement would (i) materially interfere with a significant acquisition, corporate organization
or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company
has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act.


 


(f)If during the effectiveness of the
Registration Statement, an intervening event should occur which, in the reasonable opinion of Company’s counsel, makes the
Prospectus no longer comply with the Securities Act, after written notice of such event, Investors shall make no further sales
or other dispositions or offers therefor, of the Shares under the Registration Statement, and the Company shall prepare a supplement
or amendment to the Prospectus so that, as thereafter delivered to the purchasers of any Shares, such Prospectus complies with
the Securities Act.


 


(g)All expenses incurred in connection
with the preparation and filing of the Registration Statement, including, without limitation, registration and filing fees, fees
and expenses of complying with securities and "blue sky" laws, printing expenses, fees and expenses of the Company's
counsel and accountants, and the costs of maintaining the effectiveness, and any updating, of the Registration Statement (altogether,
“Registration Statement Fees”), shall be paid and shared on a 50/50 basis by the Company and Investors, with
each Investor’s portion to be proportionate to the percentage of the Shares covered in the Registration Statement that such
Investor beneficially owns, provided that no Investor’s portion shall exceed $15,000. Any selling commissions or fees attributable
to the sale of the Shares in open market transactions shall be borne by Investors.


 


(h)Investors will not take any actions
or steps to initiate an underwritten offering of the Shares under the Registration Statement, without the prior written consent
of the Company, and Investors acknowledge that the Company shall be under no obligation to initiate or facilitate an underwritten
offering of the Shares under the Registration Statement.


 


 7. Survival of Representations, Warranties and Agreements. All covenants, agreements, representations and warranties made by the Company and Investors herein will survive the execution of this Agreement, the delivery to the Investors of the Shares being purchased, and the payment therefor.




 






    	- 6 -



    	 



    

 


8.Fees and Expenses. All fees,
costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, other than the Registration
Statement Fees, shall be paid by the party incurring such fees, costs and expenses, except that Investors shall pay any Transfer
Agent fees and shall be responsible for all tax liability that may arise as a result of holding or transferring the Shares.


 


9.Notices. All notices and other
communications shall be made in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal
delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile; (iii) five days after having been
sent by registered or certified mail; or (iv) one business day after the business day of deposit with a nationally recognized overnight
courier. All communications shall be sent to the following addresses:


 





	If to the Company, to: 	American Shared Hospital Services
	 	Four Embarcadero Center, Suite 3700
	 	San Francisco, CA 94111
	 	Facsimile: (415) 788-5660
	 	Attention: Craig K. Tagawa, Chief Operating Officer and 

Chief Financial Officer
	 	 
	With copies to:	Davis Polk & Wardwell LLP
	 	1600 El Camino Real
	 	Menlo Park, CA 94025
	 	Facsimile: (650) 752-3601
	 	Attention: Daniel G. Kelly, Jr.







 





If to Investors, to its address on the Company’s records
or to such other mailing address or email address as the Company or Investors may designate in writing.


 


10.Changes. This Agreement may
only be amended, modified or supplemented by an agreement in writing signed by each party hereto.


 


11.Headings. The headings of the
various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this
Agreement.


 


12.Severability. In case any provision
contained in this Agreement should be found to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement will not in any way be affected or impaired thereby.


 


13.Governing Law. This Agreement
will be governed by, and construed in accordance with, the internal laws of the State of California, without giving effect to the
principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 






    	- 7 -



    	 



    

 


14.Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one
and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement, and the Agreement will
become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.


 


15.Entire Agreement. This Agreement
constitutes the entire agreement among Investors and the Company with respect to the Offering and supersedes all prior oral or
written agreements and understandings, if any, relating to the subject matter hereof.


 


16.Conflict Waiver. Investors hereby
consent to the continued representation of the Company and its board of directors by Davis Polk & Wardwell LLP (“Davis
Polk”) in relation to the Offering and voluntarily and knowingly waive any actual or alleged conflict and actual or alleged
violation of ethical or comparable rules applicable to Davis Polk that may arise from its representation of the Company and its
board of directors in connection with the Offering. In addition, the Investors hereby acknowledge that their consent and waiver
under this Section 15 is voluntary and informed, and that the Investors have been advised of their rights to obtain independent
legal advice with respect to this consent and waiver. The Investors further agree that they are not aware of the extent of their
relationship, if any, with Davis Polk, and the Investors do not require additional information from Davis Polk in order to understand
the nature of this consent. Davis Polk is an express third party beneficiary of this Section 16.


 




    	- 8 -



    	 



    

 





IN WITNESS WHEREOF, the
parties hereto have executed this Agreement or caused this Agreement to be executed by their duly authorized representatives, as
of the date first written above.


 








	 	AMERICAN SHARED HOSPITAL SERVICES
	 	 	 	 
	 	 	By:	/s/ Ernest A. Bates, M.D.
	 	 	 	 
	 	 	Name:	Ernest A. Bates, M.D.
	 	 	 	 
	 	 	Title:	CEO


 






    	- 9 -



    	 



    












 


INVESTORS:


 





	 	/s/ Raymond C. Stachowiak
	 	Raymond C. Stachowiak
	 	 	 	 
	 	 	 	 
	 	RCS INVESTMENTS, INC.
	 	 	 	 
	 	 	By:	/s/ Raymond C. Stachowiak
	 	 	 	 
	 	 	Name: 	Raymond C. Stachowiak
	 	 	 	 
	 	 	Title:	President







 




    	- 10 -



    	 



    

  





	 	/s/ John F. Ruffle
	 	John F. Ruffle


 







    	- 11 -



    	 



    

 





		/s/ Stanley S. Trotman Jr.
	 	Stanley S. Trotman Jr.


 




    	- 12 -



    	 



    

  


SCHEDULE A


 





	
        Name
	 	
        Number of
        Shares 

of Common Stock 

to be Purchased

	 	 	 
	Raymond C. Stachowiak	 	400,000
	 	 	 
	John F. Ruffle	 	200,000
	 	 	 
	Stanley S. Trotman Jr.	 	50,000
	 	 	 
	Total	 	650,000







 






    	- 13 -



    	 



    

  


SCHEDULE B


 


Raymond C. Stachowiak


Summary of AMS Holdings


As of June 10, 2014




 


	 	 	 	Deferred Restricted Units	 	 	 	 	 	 	 
	Common 
 Shares	 	 	Total	 	 	Unvested	 	 	Vested	 	 	Stock 
 Options	 	 	Total	 
	 	55,500	 	 	 	29,847	 	 	 	4,234	 	 	 	25,613	 	 	 	15,000	 	 	 	96,113	 




 





Option Schedule


 










	Award Date	 	9/10/2009	 	 	6/2/2010	 	 	6/9/2011	 	 	6/7/2012	 	 	6/11/2013	 	 	6/10/2014	 	 	 	 
	Termination Date	 	9/9/2016	 	 	6/1/2017	 	 	6/8/2018	 	 	6/6/2019	 	 	6/10/2020	 	 	6/9/2021	 	 	 	 
	Vesting Date	 	9/9/2013	 	 	6/1/2011	 	 	6/8/2012	 	 	6/6/2013	 	 	6/10/2014	 	 	6/9/2015	 	 	 	 
	Strike Price	 	$	2.82	 	 	$	2.81	 	 	$	3.15	 	 	$	3.05	 	 	$	2.16	 	 	$	2.43	 	 	 	 	 
	Shares	 	 	5,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	15,000	 




















 





Raymond C. Stachowiak


Pre and Post Private Placement Holdings




 


	Pre Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	4,611,370	 
	Raymond C. Stachowiak AMS Common Shares	 	 	55,500	(1)
	Raymond C. Stachowiak Percentage of AMS Common	 	 	1.2	%





 


	Post Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	5,261,370	 
	Raymond C. Stachowiak AMS Common Shares	 	 	455,500	(1)
	Raymond C. Stachowiak Percentage of AMS Common	 	 	8.7	%




 


___________________________


1. Assumes no options have been exercised and that all restricted
stock units remain deferred.


 






    	- 14 -



    	 



    




 





John F. Ruffle


Summary of AMS Holdings


As of June 10, 2014




 


	 	 	 	Deferred Restricted Units	 	 	 	 	 	 	 
	Common 
Shares	 	 	Total	 	 	Unvested	 	 	Vested	 	 	Stock 
Options	 	 	Total	 
	 	250,420	 	 	 	29,847	 	 	 	4,234	 	 	 	25,613	 	 	 	25,000	 	 	 	301,033	 




 














Option Schedule


 







	Award Date	 	6/16/2005	 	 	6/14/2007	 	 	12/6/2007	 	 	6/20/2008	 	 	5/28/2009	 	 	6/2/2010	 	 	6/9/2011	 	 	6/7/2012	 	 	6/11/2013	 	 	6/10/2014	 	 	 	 
	Termination Date	 	6/15/2015	 	 	6/13/2014	 	 	12/5/2014	 	 	6/19/2015	 	 	5/27/2015	 	 	6/1/2017	 	 	6/8/2018	 	 	6/6/2019	 	 	6/10/2020	 	 	6/9/2021	 	 	 	 
	Vesting Date	 	6/15/2010	 	 	6/13/2008	 	 	12/5/2012	 	 	6/19/2009	 	 	5/27/2010	 	 	6/1/2011	 	 	6/8/2012	 	 	6/6/2013	 	 	6/10/2014	 	 	6/9/2015	 	 	 	 
	Strike Price	 	$	6.16	 	 	$	6.05	 	 	$	2.76	 	 	$	2.30	 	 	$	2.10	 	 	$	2.81	 	 	$	3.15	 	 	$	3.05	 	 	$	2.16	 	 	$	2.43	 	 	 	 	 
	Shares	 	 	4,000	 	 	 	2,000	 	 	 	5,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	25,000	 








 


John F. Ruffle


Pre and Post Private Placement Holdings




 


	Pre Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	4,611,370	 
	John F. Ruffle AMS Common Shares	 	 	249,920	(1)
	John F. Ruffle Percentage of AMS Common	 	 	5.4	%




 


	Post Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	5,261,370	 
	John F. Ruffle AMS Common Shares	 	 	449,920	(1)
	John F. Ruffle Percentage of AMS Common	 	 	8.6	%




 





___________________________


1. Assumes no options have been exercised and that all restricted
stock units remain deferred.


 






    	- 15 -



    	 



    

 


Stanley S. Trotman, Jr.


Summary of AMS Holdings


As of June 10, 2014




 


	 	 	 	Deferred Restricted Units	 	 	 	 	 	 	 
	Common 
Shares	 	 	Total	 	 	Unvested	 	 	Vested	 	 	Stock 
Options	 	 	Total	 
	 	245,987	 	 	 	29,847	 	 	 	4,234	 	 	 	25,613	 	 	 	25,000	1	 	 	296,600	 






 





Option Schedule




 


	Award Date	 	6/16/2005	 	 	6/14/2007	 	 	12/6/2007	 	 	6/20/2008	 	 	5/28/2009	 	 	6/2/2010	 	 	6/9/2011	 	 	6/7/2012	 	 	6/11/2013	 	 	6/10/2014	 	 	 	 
	Termination Date	 	6/15/2015	 	 	6/13/2014	 	 	12/5/2014	 	 	6/19/2015	 	 	5/27/2015	 	 	6/1/2017	 	 	6/8/2018	 	 	6/6/2019	 	 	6/10/2020	 	 	6/9/2021	 	 	 	 
	Vesting Date	 	6/15/2010	 	 	6/13/2008	 	 	12/5/2012	 	 	6/19/2009	 	 	5/27/2010	 	 	6/1/2011	 	 	6/8/2012	 	 	6/6/2013	 	 	6/10/2014	 	 	6/9/2015	 	 	 	 
	Strike Price	 	$	6.16	 	 	$	6.05	 	 	$	2.76	 	 	$	2.30	 	 	$	2.10	 	 	$	2.81	 	 	$	3.15	 	 	$	3.05	 	 	$	2.16	 	 	$	2.43	 	 	 	 	 
	Shares	 	 	4,000	 	 	 	2,000	 	 	 	5,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	2,000	 	 	 	25,000	 








 








Stanley S. Trotman, Jr.


Pre and Post Private Placement Holdings




 


	Pre Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	4,611,370	 
	Stanley S. Trotman, Jr. AMS Common Shares	 	 	245,987	(1)
	Stanley S. Trotman, Jr. Percentage of AMS Common	 	 	5.3	%




 


	Post Private Placement	 	 	 
	 	 	 	 
	AMS Common Shares Outstanding	 	 	5,261,370	 
	Stanley S. Trotman, Jr. AMS Common Shares	 	 	295,987	(1)
	Stanley S. Trotman, Jr. Percentage of AMS Common	 	 	5.6	%




 


___________________________


1. Assumes no options have been exercised and that all restricted
stock units remain deferred.


 






    	- 16 -