Page 7 of 13 – SEC Filing However, the Reporting Persons
believe that the market has inadequately valued the Common Stock and, specifically, has failed to appropriately appraise the Issuer’s
strategic position within digital commerce, the Issuer’s deferred tax assets or the Issuer’s valuable spectrum asset
in Boston, Massachusetts. As a comparison, although the Issuer has reported EBITDA for the second fiscal quarter of 2016
to be up 52% year-over-year, the share price of the Common Stock is down 33% since the end of the second fiscal quarter of 2015.
If the aforementioned valuation discrepancy persists, the Reporting Persons may consider advocating that the Board engage an investment
bank to evaluate strategic alternatives to maximize shareholder value, including a going-private transaction or a sale of the
Issuer’s component parts, as the Reporting Persons believe that either transaction would yield a substantial premium to
prevailing market prices of the Common Stock.
Except as set forth herein, the Reporting Persons
have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j)
of Item 4 of Schedule 13D. 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 and strategic direction, actions taken
by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in
the securities market 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 discussions with
other shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment (including
potential business combinations or dispositions involving the Issuer or certain of its businesses); making recommendations or proposals
to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including the composition of the
Board), potential business combinations or dispositions involving the Issuer or certain of its businesses; providing suggestions
to the Issuer for improving its financial and/or operational performance, purchasing additional shares of Common Stock and/or other
securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market
or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities,
including swaps and other derivative instruments. The Reporting Persons reserve the right to change their intention with respect
to any and all matters referred to in this Item 4 of this Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER (a) – (b) The aggregate number and percentage of shares of
Common Stock to which this Schedule 13D relates is 2,894,018 shares of Common Stock, constituting approximately 5.1% of the Issuer’s
currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon
the 57,192,294 shares of Common Stock outstanding as of May 19, 2016, as reported in the Issuer’s Quarterly Report on Form
10-Q for the period ended April 30, 2016, filed with the Securities and Exchange Commission on May 26, 2016.
The information required by Items 5(a) – (b) is set forth
in rows 7 – 13 of the cover page for each of the Reporting Persons and is incorporated herein by reference. By virtue of
his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect
to all Common Stock as to which CGI has voting power or dispositive power.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
| However, the Reporting Persons Except as set forth herein, the Reporting Persons |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) – (b) The aggregate number and percentage of shares of The information required by Items 5(a) – (b) is set forth | |
| (c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market. | |
