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(e) Civil
Proceedings
During the past five years, none of the
Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding such person 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) Citizenship
Mr. Kahn is a citizen of the United States
of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
All
of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the
investment capital of the Reporting Persons. The aggregate purchase price of the 3,186,042 shares of Common Stock acquired was
approximately $31,737,000 (including brokerage commissions and transaction costs).
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the shares
of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting
Persons.
In pursuing such investment
purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of
the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the
sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s
operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing
market conditions, as well as other economic, securities markets and investment considerations. Consistent with their
investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or
board of directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions
may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common
Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3)
proposing changes in the Issuer’s operations, governance or capitalization; (4) pursuing a transaction that would
result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or
more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information
disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any
actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a)
through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the
shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions
or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the
foregoing.
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