Investor Presentaiton

Risk Factors (4 of 5) Financial and Capital Strategy Risks (continued) ■ ◉ ◉ We have a substantial amount of debt and servicing future interests or principal payments may impair our ability to operate our business or require us to change our business strategy to accommodate the repayment of our debt. Our ability to operate our business is limited by certain agreements governing our debt, including restrictions on the use of the loan proceeds, operational and financial covenants, and restrictions on additional indebtedness. If we are unable to comply with the financial covenants or other terms of our debt agreements, we may become subject to cross-default or cross-acceleration provisions that could result in our debt being declared immediately due and payable. We do not expect to declare any dividends in the foreseeable future. Our projections in this proxy statement/prospectus rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from the forecasted results. Our variable interest entities (or "VIES") may subject us to potential conflicts of interest, and such arrangements may not be as effective as direct ownership with respect to our relationships with the VIES, which could have a material adverse effect on our ability to effectively control the VIES and receive economic benefits from them. Early Stage Company Risks ■ ■ ■ ☐ ☐ We have incurred significant losses since inception, and we may not be able to achieve, maintain or increase profitability or positive cash flow. The requirements of being a public company may strain our resources, divert our management's attention and affect our ability to attract and retain additional executive management and qualified board members. Our management team has limited experience managing a public company. If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner. Investors' expectations of our performance relating to environmental, social and governance ("ESG") factors and compliance with proposed SEC rules relating to climate change disclosures may impose additional costs and expose us to new risks. Pursuant to the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an "emerging growth company." We have identified material weaknesses in our internal control over financial reporting. If we are unable to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. Equity Risks ◉ ◉ ◉ ■ ◉ ■ The price of New PubCo common stock may fluctuate substantially and may not be sustained. New PubCo common stock is subject to restrictions on ownership by non-U.S. citizens, which could require divestiture by non-U.S. citizen stockholders and could have a negative impact on the transferability of our common stock, its liquidity and market value, and such restrictions may deter a potential change of control transaction. We may issue additional shares of common stock or other equity securities, which would dilute your ownership interest in us and may depress the market price of our common stock. We are an "emerging growth company" and a "smaller reporting company" within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to "emerging growth companies" or "smaller reporting companies," this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. Provisions in our charter, Stockholder Agreement, and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management. If securities or industry analysts do not maintain coverage of us, if they change their recommendations regarding New PubCo common stock, or if our operating results do not meet their expectations, the New PubCo common stock price and trading volume could decline. There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq. The Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. The holders of the New PubCo Series A preferred stock will have rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of New PubCo common stock. We may be required, under certain circumstances, to repurchase the New PubCo Series A preferred stock for cash, and such obligations could adversely affect our liquidity and financial condition. 46

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