Item 4.
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Purpose of Transaction.
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The Issuer was formerly incorporated with limited liability under the laws of the BVI on October 1, 2017 for the purpose of acquiring a
target company or business. Each of TOMS Acquisition (an entity controlled by Gottesman) and Imperial Landscape Sponsor LLC (an entity controlled by Michael Fascitelli (Fascitelli)) (Imperial) was a
founder entity of the Issuer. (TOMS Acquisition and Imperial are sometimes collectively referred to herein as the Series A Founder Entities; and Gottesman, together with Fascitelli, are sometimes collectively
referred to herein as the Series A Founders.) In connection with the Issuers initial placing of ordinary shares of no par value (the Ordinary Shares) in November 2017 (the Placing), TOMS
Acquisition purchased from the Issuer (i) 1,200,000 Ordinary Shares in the Placing for an aggregate purchase price of $12,000,000 and (ii) 800,000 founder preferred shares of no par value of the Issuer (the Founder Preferred
Shares) in a private placement for an aggregate purchase price of $8,000,000. Each of the Ordinary Shares and Founder Preferred Shares were issued with a warrant (each, a Warrant) entitling the holder to purchase 1/3 of
an Ordinary Share at an exercise price of $11.50 per whole Ordinary Share.
On February 10, 2020 (the Acquisition Closing
Date), the Issuer completed its initial acquisition by purchasing the APW Group from Associated Partners (the Acquisition). In connection with the closing of the Acquisition, the Founder Preferred Shares and related
Warrants were transferred to Digital Landscape Partners Holding LLC (the Series A Founder Preferred Holder). Each of the Series A Founder Entities is the holder of 50% of the voting interests and 47.15% of the economic interests
in the Series A Founder Preferred Holder (with the remaining non-voting economic interest being held Scott Bruce and Richard Goldstein, the Issuers President and Chief Operating Officer, respectively).
In connection with the change of the Issuers jurisdiction of incorporation from the BVI to Delaware (the
Domestication), the Issuer filed a Registration Statement on Form S-4 (the Registration Statement). On October 2, 2020, the Registration Statement was declared
effective and the Domestication was completed pursuant to which, among other things, (i) each of the Ordinary Shares and Founder Preferred Shares automatically converted, on a
one-for-one basis, to Class A Common Stock and Series A Preferred Stock of the Issuer, respectively, and (ii) each Warrant became exercisable for 1/3 of a
share of Class A Common Stock.
On February 1, 2021, the Series A Founder Preferred Holder was issued 2,474,421 shares of
Class A Common Stock by the Issuer (the Dividend Shares) as a dividend on its Series A Preferred Stock which the Series A Founder Preferred Holder intends to distribute to its members as promptly as practicable on or
following the date hereof (the Distribution), including 1,166,624 Dividend Shares to TOMS Acquisition (and onward distribution of 869,974 Dividend Shares to Mr. Gottesman). The number of Dividend Shares issued was based on
the share price appreciation of the Class A Common Stock as described in the Issuers Certificate of Incorporation dated October 2, 2020 (and in Item 6 below) (as amended, the Charter).
Mr. Gottesman has been a director of the Issuer since its inception in October 2017.
The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time
determine, either alone or as part of a group, (a) to