None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer.  The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors.  The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the Reporting Persons or others of shares of the Issuer's Common Stock held by such stockholders.

The Reporting Persons may seek information from management and the Issuer's Board of Directors, and may engage in further discussions with management, the Issuer's Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4.

Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer's business or corporate structure;

(g)

Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

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(a)

The Fund is the record owner of the Clarus Shares.  As the sole general partner of the Fund, Clarus GP may be deemed to own beneficially the Clarus Shares.  As the sole general partner of Clarus GP, Clarus GPLLC may be deemed to own beneficially the Clarus Shares.  As members of Clarus GPLLC, each of the Managing Directors may be deemed to own beneficially the Clarus Shares.

Each Reporting Person disclaims beneficial ownership of the Clarus Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet and was calculated based on the 23,149,645 shares of Common Stock reported to be outstanding immediately following the offering described in the Issuer's prospectus filed pursuant to Rule 424(b)(4) and filed with the Securities and Exchange Commission on June 21, 2018.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

 

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.

In connection with the IPO, the Fund and certain other persons entered into lock-up agreements (each a "Lock-up Agreement"), pursuant to which such persons agreed, subject to certain exceptions, not to directly or indirectly sell, transfer or otherwise convey any of the Issuer's securities held by them for a period of 180-days following the date of the IPO.

The Reporting Persons and certain other persons are parties to a registration rights agreement with the Issuer (the "Registration Rights Agreement"), which provides for certain registration rights. Beginning 180 days after the IPO, subject to certain limitations, the Reporting Persons and other signatory stockholders have the right to request the Issuer to prepare, file and maintain up to two registration statements covering the sale of such shares of Common Stock.  If the Issuer is eligible to file a registration statement on Form S-3, subject to certain limitations, the Reporting Persons and other signatory stockholders have the right to request the Issuer to prepare, file and maintain up to two registrations in any twelve-month period covering the sale of such shares of Common Stock.  Additionally, the Reporting Persons and other signatory stockholders have "piggyback" registration rights to include these shares of Common Stock in future registration statements that the Issuer may initiate, subject to certain conditions and limitations (including customary cut-back rights). Under the Registration Rights Agreement, the Issuer will pay all expenses relating to such registrations.  The Registration Rights Agreement contains customary cross-indemnification provisions, under which the Issuer is obligated to indemnify the Reporting Persons and other signatory stockholders in the event of material misstatements or omissions in the registration statement attributable to the Issuer, and the Reporting Persons and other signatory stockholders are obligated to indemnify the Issuer for material misstatements or omissions attributable to them.

Mr. Requadt, a Reporting Person, is a member of the Issuer's Board of Directors and, accordingly, may have the ability to effect and influence control of the Issuer.

 

Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 99.2 – Power of Attorney regarding filings under the Act.