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Holdings I, in its capacity as the general partner of Capital I,
has the ability to direct the management of Capital I’s business,
including the power to direct the decisions of Capital I regarding
the vote and disposition of securities held by XI CHK Holdings and
Xb CHK Holdings; therefore, Holdings I may be deemed to have
indirect beneficial ownership of the Shares held by XI CHK Holdings
and Xb CHK Holdings.
Holdings, in its capacity as the managing member of Holdings I, has
the ability to direct the management of Holding I’s business,
including the power to direct the decisions of Holdings I regarding
the vote and disposition of securities held by XI CHK Holdings and
Xb CHK Holdings; therefore, Holdings may be deemed to have indirect
beneficial ownership of the Shares held by XI CHK Holdings and Xb
CHK Holdings.
OCG, in its capacity as the managing member of Holdings, has the
ability to direct the management of Holdings’ business, including
the power to direct the decisions of Holdings regarding the vote
and disposition of securities held by XI CHK Holdings and Xb CHK
Holdings; therefore, OCG may be deemed to have indirect beneficial
ownership of the Shares held by XI CHK Holdings and Xb CHK
Holdings.
OCGH GP, in its capacity as the indirect owner of the class B units
of each of OCG and Atlas, has the ability to appoint and remove
certain directors of OCG and Atlas and, as such, may indirectly
control the decisions of OCG and Atlas regarding the vote and
disposition of securities held by XI CHK Holdings and Xb CHK
Holdings; therefore, OCGH GP may be deemed to have indirect
beneficial ownership of the Shares held by XI CHK Holdings and Xb
CHK Holdings.
BAM, in its capacity as the indirect owner of the class A units of
each of OCG and Atlas, has the ability to appoint and remove
certain directors of OCG and Atlas and, as such, may indirectly
control the decisions of OCG and Atlas regarding the vote and
disposition of securities held by XI CHK Holdings and Xb CHK
Holdings; therefore BAM may be deemed to have indirect beneficial
ownership of the Shares held by XI CHK Holdings and Xb CHK
Holdings.
Partners, in its capacity as the sole owner of Class B Limited
Voting Shares of BAM, has the ability to appoint and remove certain
directors of BAM and, as such, may indirectly control the decisions
of BAM regarding the vote and disposition of securities held by XI
CHK Holdings and Xb CHK Holdings; therefore Partners may be deemed
to have indirect beneficial ownership of the Shares held by XI CHK
Holdings and Xb CHK Holdings.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting
Persons declare that filing this Statement shall not be construed
as an admission that any such person is, for the purposes of
Section 13(d) and/or Section 13(g) of the
Exchange Act, the beneficial owner of any securities covered by
this Statement except to the extent of such person’s pecuniary
interest in the Shares, and except to the extent of its pecuniary
interest, such beneficial ownership is expressly disclaimed by each
Reporting Person.
All ownership percentages of the securities reported in this
Statement are based on an aggregate of 98,287,520 Shares of the
Issuer, consisting of (i) 97,906,968 Shares outstanding as of
February 9, 2021, as reported by the Issuer on the Form 8-K and
(ii) Warrants to purchase 380,552 Shares beneficially owned by the
Reporting Person. These
amount of Shares beneficially owned by the Reporting Person
represents the Reporting Person’s estimates. See Explanatory Note
above.
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