(d) During the last five years, none of the Reporting Persons have been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
have been a party to any civil proceeding of any judicial or administrative body of competent jurisdiction, as a result of which they were or are 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) Mr. Hale
is a United States citizen.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
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All purchases of the Common Stock held directly
by the Hale Funds were made by or on behalf of the Hale Funds using the investment capital of the Hale Funds. The aggregate purchase price of the Common Stock held directly by the Hale Funds prior to the Transactions was approximately $3,486,142.57
(excluding brokerage commissions and transaction costs).
The 429,628 shares of Common Stock held in the Managed Account prior to the
Transactions were purchased using the funds of the investor in the Managed Account for which Hale Advisor serves as investment manager. The aggregate purchase price of the Common Stock held in the Managed Account was approximately $2,125,286.69
(excluding brokerage commissions and transaction costs).
ITEM 4.
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PURPOSE OF THE TRANSACTION.
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The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.
The Reporting Persons acquired the securities reported herein for investment purposes. Depending on various factors, including but not
limited to the Companys financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Company and companies in its industry and the Reporting
Persons ownership in the Company, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to an investment in the Company as they deem appropriate, subject to the provisions of the
Purchase Agreement (as defined below), including changing their current intentions, with respect to any or all matters required to be disclosed in this Statement. Without limiting the foregoing, and subject to the provisions of the Purchase
Agreement, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Company (including any combination or derivative thereof), dispose, or cause affiliates to
dispose, of some or all of their Common Stock or other securities of the Company or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Company.
Subject to the provisions of the Purchase Agreement, the Reporting Persons may exchange information with any persons pursuant to appropriate
confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Companys business, operations, board appointments, governance, management, capitalization,
strategic plans, or propose or engage in one or more other actions set forth herein.
Except as set forth herein, or as would occur upon
completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of 17 CFR
§ 240.13d-101. Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Company, the foregoing is subject
to change at any time.