Pursuant to the Investment Agreement
and the other agreements and transactions contemplated thereby, Mr. Bloch became the beneficial owner of 6,291,520 Exchangeable
Shares, which are exchangeable into a like amount of shares of the Company Common Stock, effective as of February 26, 2015. Furthermore,
as a result of the Investment Agreement and the transactions contemplated thereby, Mr. Bloch was appointed as Chairman and Chief
Executive Officer of the Company, and subject to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14F1 promulgated
thereunder, there was a change in a majority of the Board of Directors of the Company.
On June 26, 2015, Mr. Bloch, as part
of a private transaction between Mr. Bloch, Michal Prywata, the Company’s COO, Thiago Caires, the Company’s CTO, and
Olivier Archambaud, an existing stockholder of the Company, Messrs. Bloch, Prywata and Caires agreed to transfer to Mr. Archambaud
an aggregate of 629,138 of their Exchangeable Shares in return for the settlement, release and termination of an ongoing dispute
between them (the “Settlement”). Of such transferred shares, Mr. Bloch owned 207,616.
Other than as contemplated by the Acquisition
Transaction and the Settlement, Mr. Bloch acquired beneficial ownership of the securities of the Company for investment purposes
only and with no view to their resale or other distribution of any kind and with no current plans or proposals with respect to
the Company or any securities of the Company 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 including but not limited to, if the Issuer is a registered closedend investment
company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(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 interdealer 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
(j) Any action similar to any of those
enumerated above.
Reference is made to Item 3 herein
and hereby is incorporated by reference.