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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 Xb Holdco, the Managed Entities,
Cascade and Xb Holdings; therefore, OCGH GP may be deemed to have
indirect beneficial ownership of the Shares held by Xb Holdco, the
Managed Entities, Cascade and Xb Holdings.
WSGP
directly holds 63,990 shares of the Company’s Common Stock and has
the sole power to vote and dispose of such shares.
WSPM, in its capacity as the general partner of WSGP, has the
ability to direct the management of WSGP’s business, including the
power to vote and dispose of securities held by WSGP; therefore,
WSPM may be deemed to beneficially own the shares of Common Stock
held by WSGP.
Securities Group, in its capacity as the sole member of WSPM and
owner of certain PSG investment funds, has the ability to direct
the management of WSPM’s business, including the power to vote and
dispose of securities held by WSPM; therefore, Securities Group may
be deemed to beneficially own the shares of Common Stock held by
WSGP.
Securities Group Holdings, in its capacity as the sole member of
Securities Group, has the ability to direct the management of
Securities Group’s business, including the power to direct the
decisions of Securities Group regarding the vote and disposition of
securities held by WSGP; therefore, Securities Group Holdings may
be deemed to have indirect beneficial ownership of the shares of
Common Stock held by WSGP.
Brookfield US, in its capacity as the managing member of Securities
Group Holdings, has the ability to direct the management of
Securities Group Holdings’ business, including the power to direct
the decisions of Securities Group Holdings regarding the vote and
disposition of securities held by WSGP; therefore, Brookfield US
may be deemed to have indirect beneficial ownership of the shares
of Common Stock held by WSGP.
BAM,
in its capacity as the indirect owner of the class A units of each
of OCG and Atlas and sole indirect shareholder of Brookfield US,
has the ability to appoint and remove certain directors of OCG and
Atlas and Brookfield US and, as such, may indirectly control the
decisions of OCG and Atlas and Brookfield US regarding the vote and
disposition of securities held by Xb Holdco, the Managed Entities,
Cascade, Xb Holdings and WSGP; therefore BAM may be deemed to have
indirect beneficial ownership of the Shares held by Xb Holdco, the
Managed Entities, Cascade, Xb Holdings and WSGP.
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
Holdco, the Managed Entities, Cascade, Xb Holdings and WSGP;
therefore BAM Partners may be deemed to have indirect beneficial
ownership of the Shares held by Xb Holdco, the Managed Entities,
Cascade, Xb Holdings and WSGP.
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 33,855,497 Shares outstanding as of November 8, 2021,
as reported by the Issuer on the Form 10-Q.
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