|PURPOSE OF TRANSACTION:|
|The shares of Common Stock owned by the Funds and Accounts and reported herein were acquired for investment purposes in the belief that the shares of Common Stock, when purchased, represented an attractive investment opportunity.
On May 15, 2018, the Reporting Person engaged the Issuer’s Board of Directors (the “Board”) and expressed, among other things, that the Reporting Person believes initiating a formal sale process for the Issuer is in the best interest of the Issuer’s shareholders. The Reporting Person also expressed concerns over Issuer management’s execution of strategic initiatives. As such, the Reporting Person expressed its view that it is in the best interest of the Issuer’s shareholders to engage with third parties making offers for the Issuer, and to open up a broader sales process.
The Reporting Person has had discussions with members of the Issuer’s management in connection with its investment in the Issuer and may from time to time have further discussions with members of the Issuer’s management, the Board, or discussions with other shareholders or third parties. These discussions may include making suggestions and giving advice to the Issuer regarding matters related to the Issuer that may maximize shareholder value. The Accounts and Funds reserve the right to add to or reduce their holdings in the Issuer at any time as circumstances warrant without prior notice.