Page 12 of 18 – SEC Filing
(c) The
principal business of Engaged Capital Flagship Master is investing in securities. Each of Engaged Capital Fund and Engaged Capital
Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Flagship Master. Engaged Capital is
a registered investment advisor and serves as the investment adviser to each of Engaged Capital Flagship Master, Engaged Capital
Fund, Engaged Capital Offshore and the Engaged Capital Account. Engaged Capital is also the general partner of each of Engaged
Capital Flagship Master and Engaged Capital Fund. Engaged Holdings serves as the managing member of Engaged Capital. Mr. Welling
is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of Engaged Capital Offshore. Mr.
Barbarosh is a partner at the international law firm of Katten Muchin Rosenman LLP. Dr. Ende is President of Ende BioMedical Consulting
Group, Inc., a firm focused on helping life sciences companies raise capital, identify licensing partners and optimize corporate
structure as well as analyzing both private and public investment opportunities for clients within the life sciences industry.
Mr. Robinson is an experienced executive and currently serves as a director of EVINE Live Inc. (f/k/a ShopHQ), a digital omnichannel
home shopping network.
(d) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Engaged
Capital Flagship Master and Engaged Capital Offshore are organized under the laws of the Cayman Islands. Engaged Capital Fund,
Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware. Messrs. Welling, Barbarosh, Ende and
Robinson are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the
2,189,101 Shares beneficially owned by Engaged Capital Flagship Master is approximately $10,952,990, including brokerage commissions.
The aggregate purchase price of the 210,899 Shares held in the Engaged Capital Account is approximately $1,052,292, including brokerage
commissions.
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