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(a) – (e)
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Item 5 of the prior Schedule 13D is hereby amended
and restated in its entirety to read as follows:
As of the date of filing of this Schedule 13D, PWIMF
held 455,301 shares of Class A common stock and 7,917,253 shares of the Issuer’s Class B common stock, and PWPI held 44,699 shares
of Class A common stock and 798,736 shares of Class B common stock.
Each outstanding share of Class B common stock is
convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common
stock will convert automatically into one share of Class A common stock upon (i) any transfer, whether or not for value, except for certain
permitted transfers described in the Issuer’s amended and restated certificate of incorporation, or (ii), in the case of a stockholder
who is a natural person, the death or incapacity of such stockholder. Each share of Class B common stock is entitled to ten
votes per share, whereas each share of Class A common stock is entitled to one vote per share. The rights of the holders of Class
A common stock and Class B common stock are identical, except with respect to the aforementioned conversion rights and
voting rights.
On September 17, 2021, the Reporting Persons and the
Issuer entered into an agreement (the “Agreement”), whereby from the date of the Agreement, the PW Funds shall not have the
right to convert any shares of Class B common stock to the extent that after giving effect to such conversion, the PW Funds (together
with their affiliates) would beneficially own in excess of 4.9% of the number of shares of the Class A common stock outstanding immediately
after giving effect to the conversion of the Class B common stock.
As a result of the foregoing, PWIMF, PWAM and Mr.
Park may be deemed to beneficially own 1,084,617 shares of Class A common stock held in the aggregate by the PW Funds, for an aggregate
beneficial ownership percentage of 4.9% of the shares of Class A common stock deemed issued and outstanding as of the filing date of this
report, and PWPI may be deemed to beneficially own 843,435 shares of such Class A common stock for an aggregate beneficial ownership percentage
of approximately 3.8% of the shares of Class A common stock deemed issued and outstanding as of the filing date of this report.
The Reporting Persons’ aggregate reported beneficial
ownership percentages of the Class A common stock are calculated based on 21,550,421 shares of Class A common stock outstanding
as of July 31, 2021, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on August 11, 2021.
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Each of PWIMF, PWAM and Mr. Park has shared power
to vote or direct the vote of 1,084,617 shares of Class A common stock outstanding or issuable upon conversion of Class B common stock. Each
of PWIMF, PWAM and Mr. Park has shared power to dispose or direct the disposition of 1,084,617 of such shares.
PWPI has shared power to vote or direct the vote of
843,435 shares of Class A common stock outstanding or issuable upon conversion of Class B common stock. PWPI has shared power to dispose
or direct the disposition of 843,435 of such shares.
Each of PWAM and Mr. Park specifically disclaims beneficial
ownership in the shares of Class A common stock reported herein except to the extent of their pecuniary interest therein.
Except as set forth in this Schedule 13D, the Reporting
Persons have not effected any transaction in the Class A common stock, or securities convertible into, exercisable for or exchangeable
for, shares of Class A common stock in the last 60 days.
As of September 17, 2021, the Reporting Persons no
longer hold 5% or more of the outstanding shares of Class A common stock.
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