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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 VOF Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed
held by VOF 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 VOF Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed
held by VOF Holdings.
Management, in its capacity as the sole director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd., including the power to
direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by
VOF Holdings.
Management GP, in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including
the power to vote and dispose of securities held by VOF Holdings; therefore, Management GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.
Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including
the power to direct the decisions of Management GP regarding the vote and disposition of securities held by VOF Holdings; therefore, Atlas may be deemed to have indirect beneficial ownership of the Shares held by VOF 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 VOF Holdings. Additionally, OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of
Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by VOF Holdings. Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of
the Issuer’s Common Stock deemed held by VOF 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 VOF Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of
the Shares held by VOF 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 VOF Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by
VOF 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 VOF Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Shares held by VOF 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 of Common
Stock, 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 are based on a total of 34,420,689 shares of Common Stock issued and outstanding as of October 31,
2019, as disclosed on the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019.
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