Page 11 of 21 – SEC Filing
(c) The
principal business of Series One, VSO II and VSO III is investing in securities. The principal business of VIEX GP is acting as
the general partner of Series One. The principal business of VSO GP II is acting as the general partner of VSO II. The principal
business of VSO GP III is acting as the general partner of VSO III. The principal business of VIEX Capital is serving as the investment
manager to Series One, VSO II and VSO III. The principal occupation of Mr. Singer is serving as the managing member of each of
VIEX GP, VSO GP II, VSO GP III and VIEX Capital.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(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) Each
of Series One, VSO II, VSO III, VIEX GP, VSO GP II, VSO GP III and VIEX Capital is organized under the laws of the State of Delaware.
Mr. Singer is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by Series One 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 purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,323,127 Shares beneficially owned by Series One is approximately $10,769,162,
including brokerage commissions. The aggregate purchase price of the 668,600 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by Series One is approximately $1,485,294, including brokerage commissions.
The Shares purchased
by VSO II 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 purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 2,323,126 Shares beneficially owned by VSO II is approximately $10,769,155,
including brokerage commissions. The aggregate purchase price of the 668,500 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $1,458,085, including brokerage commissions.
The Shares purchased
by VSO III 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 purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 245,744 Shares beneficially owned by VSO III is approximately $981,330,
including brokerage commissions. The aggregate purchase price of the 100,000 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO III is approximately $231,000, including brokerage commissions
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