Page 4 of 6 – SEC Filing Item 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares because
it believes the Shares are undervalued and represent an attractive investment opportunity. The Reporting Person has had discussions
with members of the Issuer’s management team regarding strategic alternatives and financial and operational means of maximizing
value for shareholders, and may have further discussions with members of the Issuer’s board of directors and management team
regarding these and other topics including board composition. The Reporting Person may also have discussions with shareholders
and other parties relating to all such matters.
The Reporting Person may also take other steps
to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares,
or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the
Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either,
or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party
or parties to do so, although the Reporting Person may seek to influence such actions through customary means including presenting
its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary,
through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available
to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person
may in the future take such actions with respect to its investment position in the Issuer as it deems appropriate including, without
limitation, purchasing additional Shares or selling some or all of its Shares, and/or engaging in short selling of or hedging or
similar transactions with respect to the Shares.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 201,025,941 Shares outstanding as of September 2, 2016,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed on September 7, 2016.
At the close of business on October 26,
2016, the Reporting Person may be deemed to beneficially own 16,250,000 Shares (including options to purchase 2,063,800 Shares),
constituting approximately 8.1% of the Shares outstanding.
(b) The Reporting Person has sole voting
and dispositive powers over 16,250,000 Shares (including options to purchase 2,063,800 Shares), which powers are exercised
by the Principal.
(c) Information concerning transactions
in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting Person acquired the Shares because
it believes the Shares are undervalued and represent an attractive investment opportunity. The Reporting Person has had discussions
with members of the Issuer’s management team regarding strategic alternatives and financial and operational means of maximizing
value for shareholders, and may have further discussions with members of the Issuer’s board of directors and management team
regarding these and other topics including board composition. The Reporting Person may also have discussions with shareholders
and other parties relating to all such matters.
The Reporting Person may also take other steps
to increase shareholder value as well as pursue other plans or proposals that relate to or would result in any of the matters set
forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring a control stake in the Issuer’s Shares,
or grouping with any other party or parties to do so, (ii) engaging in an extraordinary transaction, such as a merger, with the
Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other party or parties to do either,
or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or grouping with any other party
or parties to do so, although the Reporting Person may seek to influence such actions through customary means including presenting
its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly, and, if necessary,
through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available
to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person
may in the future take such actions with respect to its investment position in the Issuer as it deems appropriate including, without
limitation, purchasing additional Shares or selling some or all of its Shares, and/or engaging in short selling of or hedging or
similar transactions with respect to the Shares.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Person is based upon 201,025,941 Shares outstanding as of September 2, 2016,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed on September 7, 2016.
At the close of business on October 26,
2016, the Reporting Person may be deemed to beneficially own 16,250,000 Shares (including options to purchase 2,063,800 Shares),
constituting approximately 8.1% of the Shares outstanding.
(b) The Reporting Person has sole voting
and dispositive powers over 16,250,000 Shares (including options to purchase 2,063,800 Shares), which powers are exercised
by the Principal.
(c) Information concerning transactions
in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated
herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage
entities.
