Page 5 of 9 – SEC Filing Item 4. Purpose
of Transaction.
The Common Stock was acquired for investment purposes. The Reporting
Persons may cause further acquisitions of additional shares of Common Stock or sales of Common Stock through (i) purchases or sales
from time to time in the open market at prices prevailing in the market at the time of such purchases or sales, (ii) privately
negotiated transactions at prices which may or may not be related to prices prevailing in the open market at the time of such purchases
or sales, or (iii) a combination of open market and privately negotiated transactions.
Such acquisition or sale of additional shares of Common Stock
on behalf of the Reporting Persons clients will be, in all cases, subject to the availability of shares at prices deemed by such
Reporting Persons to be reasonable and consistent with prudent investment criteria and to general economic circumstances. As prices
and economic factors are not expected to be static, there can be no assurances that the Reporting Persons will cause the purchase
or sale of any additional shares of Common Stock or that the Reporting Persons will be causing the purchase or sale of additional
shares of Common Stock at any given time, nor can there be any prediction regarding the number of shares of Common Stock over which
the Reporting Persons will have voting or dispositive power at any given time or from time to time. The Reporting Persons reserve
the right to cause the sale or other disposition of any or all of these shares of Common Stock at any time or from time to time.
The Reporting Persons may also engage in any hedging or similar
transactions with respect to the Common Stock.
The Reporting Persons believe it is in the best interest of
shareholders if the Issuer were to make certain material changes and adjustments to the Board of Directors to enhance specific
skill sets in several areas, particularly with respect to e-commerce, corporate governance and financial management. Certain
of the Reporting Persons intend to make specific proposals to the current Board of Directors and to the Issuer regarding the upcoming
proxy and may, in conjunction, propose an alternate slate either alone or as a group.
The Reporting Persons reserve the right to formulate other plans
and/or make other proposals, and take such actions with respect to the investment in the Issuer, including any or all of the actions
set forth in paragraphs (a) through (j) of item 4 of Schedule 13D. The Reporting Persons may also at any time reconsider and change
their plans or proposals relating to the foregoing matters.
Paragraphs (a) through (j) include plans or proposals which
the Reporting Persons may have which relate to or would result in: (a) the acquisition by any person of additional securities
of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the issuer; (f) any other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company
Act of 1940; (g) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated above.
– 5 –
| Item 4. | Purpose of Transaction. |
The Common Stock was acquired for investment purposes. The Reporting
Persons may cause further acquisitions of additional shares of Common Stock or sales of Common Stock through (i) purchases or sales
from time to time in the open market at prices prevailing in the market at the time of such purchases or sales, (ii) privately
negotiated transactions at prices which may or may not be related to prices prevailing in the open market at the time of such purchases
or sales, or (iii) a combination of open market and privately negotiated transactions.
Such acquisition or sale of additional shares of Common Stock
on behalf of the Reporting Persons clients will be, in all cases, subject to the availability of shares at prices deemed by such
Reporting Persons to be reasonable and consistent with prudent investment criteria and to general economic circumstances. As prices
and economic factors are not expected to be static, there can be no assurances that the Reporting Persons will cause the purchase
or sale of any additional shares of Common Stock or that the Reporting Persons will be causing the purchase or sale of additional
shares of Common Stock at any given time, nor can there be any prediction regarding the number of shares of Common Stock over which
the Reporting Persons will have voting or dispositive power at any given time or from time to time. The Reporting Persons reserve
the right to cause the sale or other disposition of any or all of these shares of Common Stock at any time or from time to time.
The Reporting Persons may also engage in any hedging or similar
transactions with respect to the Common Stock.
The Reporting Persons believe it is in the best interest of
shareholders if the Issuer were to make certain material changes and adjustments to the Board of Directors to enhance specific
skill sets in several areas, particularly with respect to e-commerce, corporate governance and financial management. Certain
of the Reporting Persons intend to make specific proposals to the current Board of Directors and to the Issuer regarding the upcoming
proxy and may, in conjunction, propose an alternate slate either alone or as a group.
The Reporting Persons reserve the right to formulate other plans
and/or make other proposals, and take such actions with respect to the investment in the Issuer, including any or all of the actions
set forth in paragraphs (a) through (j) of item 4 of Schedule 13D. The Reporting Persons may also at any time reconsider and change
their plans or proposals relating to the foregoing matters.
Paragraphs (a) through (j) include plans or proposals which
the Reporting Persons may have which relate to or would result in: (a) the acquisition by any person of additional securities
of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the issuer; (f) any other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company
Act of 1940; (g) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person; (h) causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated above.
| – 5 – |
