Contract analysis

1. Description of the Offering Memorandum In connection with the Offering, the Company is preparing a Preliminary Offering Memorandum dated May 18, 2023 (the "Preliminary Offering Memorandum"), which is currently being finalized by the Company, with the assistance of its counsel and the Initial Purchasers and their counsel, and is expected to be distributed to prospective QIBs on or about May 18, 2023. The Preliminar

2. Scope of Comfort Procedures Requested We respectfully request that the comfort letter address and cover the following specific matters and procedures: 2.1 Independence. We request that A&F confirm in the comfort letter that your firm is an independent registered public accounting firm with respect to OWS within the meaning of the Securities Act and the applicable rules and regulations thereunder, including Regulat

3. Timing and Delivery Requirements 3.1 Initial Comfort Letter We request that the initial comfort letter be dated as of the date of execution and delivery of the purchase agreement (the "Purchase Agreement") to be entered into among OWS and the Initial Purchasers in connection with the Offering. Based on the current anticipated timeline for the Offering, the anticipated signing date for the Purchase Agreement is on

4. Form of Comfort Letter We request that the comfort letter be in a form that is customary for Rule 144A offerings of convertible notes and that is satisfactory in all respects to the Initial Purchasers and their counsel, Prescott Whitfield LLP. The comfort letter should follow the general format and structure set forth in AS 6101, with such modifications as are appropriate for the Rule 144A offering context and as

5. Access to Information and Working Papers In connection with the due diligence review being conducted by the Initial Purchasers and their counsel, we respectfully request that A&F make available to the Initial Purchasers and to Prescott Whitfield LLP access to audit working papers and relevant personnel of your firm, as may be reasonably requested, in connection with the Initial Purchasers' due diligence review of

6. Key Transaction Parameters for Reference For the convenience of A&F in preparing the comfort letter, and to assist your firm in identifying and confirming the specific financial data appearing in the Offering Memorandum that relates to the terms of the Offering, we set forth below a summary of the key financial terms of the Offering: Please note: The final pricing terms of the Offering are subject to change and wi

7. Contact Information and Coordination To ensure the efficient coordination of the comfort letter process, we provide below the primary contacts for each party involved in this matter: Calderwood & Harkness LLP (Company's Counsel): Jennifer Kwon, Partner (Responsible Partner) Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 848-4312 Email: jennifer.kwon@calderwoodharknes