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 Xb Holdings and XI Holdings; therefore, Holdings I may be deemed to have indirect beneficial
ownership of the Shares held by Xb Holdings and XI 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 Xb Holdings and XI Holdings; therefore, Holdings may be deemed to have indirect beneficial
ownership of the Shares held by Xb Holdings and XI 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 Xb Holdings and XI Holdings; therefore, OCG may be deemed to have indirect beneficial ownership
of the Shares held by Xb Holdings and XI Holdings.
OCGH GP, in its capacity as the indirect owner of the class B units of
OCG, has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding
the vote and disposition of securities held by Xb Holdings and XI Holdings; therefore, OCGH GP may be deemed to have indirect beneficial
ownership of the Shares held by Xb Holdings and XI Holdings.
BAM, in its capacity as the indirect owner of the class A units of OCG,
has the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the
vote and disposition of securities held by Xb Holdings and XI Holdings; therefore BAM may be deemed to have indirect beneficial ownership
of the Shares held by Xb Holdings and XI Holdings.
BAM 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 Xb Holdings and XI Holdings; therefore BAM Partners may be deemed to have
indirect beneficial ownership of the Shares held by Xb Holdings and XI 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 10,085,648 Shares outstanding as of January 31, 2022, as reported by the Issuer on its N-CSRS. |