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(e) No
Reporting Person, 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) Messrs.
Heslop and Warszawski are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by FVP Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 9,000,000 Shares beneficially
owned by FVP Master Fund is approximately $123,752,189, including brokerage commissions. The aggregate purchase price of certain
call options exercisable into 4,350,000 Shares beneficially owned by FVP Master Fund, as further described in Item 6 below, is
approximately $3,575,742, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. The Reporting Persons believe that the Shares trade at a significant discount to their intrinsic
value. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons
have engaged in discussions with management and the Board of Directors of the Issuer (the “Board”) regarding activities
that the Issuer may contemplate or undertake, and, generally, opportunities to enhance shareholder value, including accelerating
the Issuer’s repurchase of Shares. The Reporting Persons look forward to continued dialogue with the Issuer regarding these
matters.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in
additional communications with management and the Board, engaging in discussions with stockholders of the Issuer or other third
parties about the Issuer and the Reporting Persons’ investment, including making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, management and Board structure (including Board composition), potential
business combinations or dispositions involving the Issuer or certain of its businesses, including transactions in which the Reporting
Persons may seek to participate and potentially engage in (as a purchaser or investor), or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.
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