Page 5 of 23 – SEC Filing
| Item 4. | Purpose of Transaction. |
The Class A Shares were acquired for investment purposes. The
Reporting Persons may cause further acquisitions of additional Class A Shares or sales of Class A Shares through (i) purchases
or sales from time to time in the open market at prices prevailing in the market at the time of such purchases or sales, (ii) privately
negotiated transactions at prices which may or may not be related to prices prevailing in the open market at the time of such purchases
or sales, or (iii) a combination of open market and privately negotiated transactions.
Such acquisition or sale of additional Class A Shares on behalf
of the Reporting Persons clients will be, in all cases, subject to the availability of shares at prices deemed by such Reporting
Persons to be reasonable and consistent with prudent investment criteria and to general economic circumstances. As prices and economic
factors are not expected to be static, there can be no assurances that the Reporting Persons will cause the purchase or sale of
any additional Class A Shares or that the Reporting Persons will be causing the purchase or sale of additional Class A Shares at
any given time, nor can there be any prediction regarding the number of Class A Shares over which the Reporting Persons will have
voting or dispositive power at any given time or from time to time. The Reporting Persons reserve the right to cause the sale or
other disposition of any or all of these Class A Shares at any time or from time to time.
The Reporting Persons may also engage in any hedging or similar
transactions with respect to the Class A Shares.
On September 14, 2017, the Reporting Persons entered
into a voting and support agreement with the Issuer (the “Agreement”), whereby the Reporting Persons will vote in
favor of increasing the authorized number of the Issuer’s Class A common shares at the upcoming shareholder vote,
to permit the issuance of Class A common shares as consideration to complete the Issuer’s proposed merger with
Tanker Investments Ltd.
Subject to the provisions of the foregoing Agreement, which
is filed as an exhibit hereto, the Reporting Persons reserve the right to formulate other plans and/or make other proposals, and
take such actions with respect to the investment in the Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of item 4 of Schedule 13D. Subject to the Agreement, the Reporting Persons may also at any time reconsider and change
their plans or proposals relating to the foregoing matters.
Paragraphs (a) through (j) include plans or proposals which
the Reporting Persons may have 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 closed-end 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 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 (j) any action similar
to any of those enumerated above.
