|
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 Opps OCW Holdings and ROF8; therefore, Holdings I may be deemed to have indirect beneficial
ownership of the Shares held by Opps OCW Holdings and ROF8.
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 Opps OCW Holdings and ROF8; therefore, Holdings may be deemed to have indirect beneficial ownership
of the Shares held by Opps OCW Holdings and ROF8.
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 Opps OCW Holdings and ROF8; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held
by Opps OCW Holdings and ROF8.
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 Opps OCW Holdings and ROF8; therefore, OCGH GP may
be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
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 Opps OCW Holdings and ROF8; therefore BAM may be deemed to have
indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
BAM Partners, as trustee of the BAM Partnership, which is the sole owner
of Class B Limited Voting Shares of BAM, has the ability to appoint one half of the board of directors of BAM and, as such, may indirectly
control the decisions of BAM regarding the vote and disposition of securities held by Opps OCW Holdings and ROF8; therefore the BAM Partnership
and BAM Partners may be deemed to have indirect beneficial ownership of the Shares held by Opps OCW Holdings and ROF8.
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 calculations of percentage ownership herein below the Ownership Cap are based on an aggregate of 10,320,152
Shares of the Issuer, consisting of (i) 8,687,750 Shares outstanding as of February 16, 2021, as reported by the Issuer on the Form 10-K,
(ii) 447,634 Shares that the Reporting Persons have the right to acquire and have notified the Issuer of their desire to acquire from
the Issuer pursuant to the Securities Purchase Agreement and (iii) Warrants to purchase 1,184,768 Shares beneficially owned by the Reporting
Person. These amount of Shares beneficially owned by the Reporting Persons represent the Reporting
Persons’ estimates. See Explanatory Note above. The Reporting Persons do not beneficially own, and are not reporting herein,
Shares that, as a result of the Ownership Cap, the Reporting Persons do not have the right to acquire upon exercise of the Warrants they
hold. Calculations of percentage ownership in this Schedule 13G which reflect the limitation of the Ownership Cap are based on 8,687,750
Shares outstanding as of February 16, 2021, as reported by the Issuer in the Form 10-K.
|