Contract analysis

1. The Board of Directors of the Company (the "Board") duly adopted resolutions at a meeting duly called and held on May 19, 2023, at which a quorum was present and acting throughout, authorizing the following actions on behalf of the Company: (a) the issuance of up to $287,500,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028; (b) the execution and delivery of the Indenture by a

2. The Pricing Committee of the Board of Directors (the "Pricing Committee"), acting pursuant to authority duly delegated by the Board in the resolutions described above, duly adopted resolutions on May 23, 2023, approving the final pricing terms of the Notes, including, without limitation: (a) a coupon rate of 2.75% per annum, payable semi-annually in arrears; (b) an initial conversion rate of 10.5820 shares of the

3. The resolutions described in paragraphs 1 and 2 above have not been rescinded, amended, supplemented, or modified in any respect and remain in full force and effect as of the date hereof. No other or further corporate action on the part of the Company or its stockholders is necessary or required to authorize the execution and delivery of the Indenture, the issuance and sale of the Notes, or the consummation of the

II. Due Execution and Delivery

4. The Indenture has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed by an authorized officer of the Company, and has been delivered by the Company to the Trustee. The Indenture constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganiza

5. The Notes to be issued on the date hereof in the aggregate principal amount of $250,000,000 have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed by an authorized officer of the Company, and are being delivered to the Trustee for authentication in accordance with the terms and provisions of the Indenture. Upon authentication of the Notes by the Trustee in a

6. The Notes are being issued in global form, represented by one or more Global Notes registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") (DTC Participant No. 2174), and are being deposited with the Trustee, as custodian for DTC, on the date hereof. The principal terms of the Notes are as follows: (a) Maturity Date: June 1, 2028, unless earlier converted, redeemed, or repurchased

7. The undersigned has reviewed the terms and conditions of the Indenture (including, without limitation, Article II and Article IV thereof) that are applicable to the initial issuance, authentication, and delivery of the Notes on the date hereof. Based on such review, the undersigned hereby certifies that all conditions precedent set forth in the Indenture relating to the authentication and delivery of the Notes hav

8. Without limiting the generality of the foregoing certification, the undersigned specifically certifies as follows: (a) Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and assets and to conduct its business as currently conducted, and is duly qualified to do business

9. As of the date hereof and immediately after giving effect to the issuance of the Notes and the application of the net proceeds therefrom (including the repayment of $75,000,000 of outstanding borrowings under the Credit Facility), no Event of Default (as defined in Section 6.01 of the Indenture), and no event that, with the passage of time, the giving of notice by the Trustee or the holders of at least 25% in aggr

10. The Company has complied with all covenants, agreements, and conditions required to be performed, observed, or satisfied by the Company under the Indenture on or prior to the date hereof, including, without limitation, the covenants set forth in Article IV of the Indenture.

V. Compliance with Securities Laws

11. The Notes are being offered and sold in the United States in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and Rule 144A promulgated thereunder, solely to persons reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act. The Notes have not

12. Neither the Company nor any person acting on its behalf has engaged in any form of "general solicitation" or "general advertising" (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television,

13. The offering of the Notes was conducted in accordance with the terms and conditions set forth in: (a) the Preliminary Offering Memorandum dated May 18, 2023, as supplemented and superseded by (b) the Final Offering Memorandum dated May 24, 2023 (each, an "Offering Memorandum"), copies of which were delivered to the Trustee prior to the date hereof. The Final Offering Memorandum, as of its date and as of the date

VI. Listing of Underlying Shares

14. In connection with the issuance of the Notes and the Company's obligation to have a sufficient number of shares of Common Stock authorized, reserved, and available for issuance upon conversion of the Notes, the Company filed a supplemental listing application with The Nasdaq Stock Market LLC ("Nasdaq") on May 25, 2023 for the listing of up to approximately 3,042,325 shares of Common Stock issuable upon conversion

15. The Company's Common Stock is currently listed on the Nasdaq Global Select Market under the ticker symbol "OWS." The Company has received no notice from Nasdaq that the Company is not in compliance with Nasdaq's continued listing requirements, and the Company is not aware of any facts or circumstances that would reasonably be expected to lead to the delisting of the Common Stock from Nasdaq. The Company undertake

VII. Net Share Settlement Election

16. Pursuant to Section 14.02 of the Indenture, the Notes provide the Company with the right, upon conversion, to elect to satisfy its Conversion Obligation (as defined in the Indenture) through "net share settlement," whereby the Company would pay cash in an amount equal to the lesser of (x) the principal amount of the Notes being converted and (y) the Conversion Value (as defined in the Indenture) of such Notes, an

17. The Company has duly authorized and reserved for issuance a number of shares of Common Stock that is sufficient to satisfy its conversion obligations under the Notes in full, assuming conversion of all $287,500,000 aggregate principal amount of Notes at the initial conversion rate. As of the date hereof, the Company has approximately 175,000,000 shares of Common Stock authorized under its Restated Certificate of

VIII. Optional Redemption Provisions

18. The undersigned hereby confirms that the optional redemption provisions of the Notes, as set forth in Article XV of the Indenture, are accurately described as follows: (a) No Redemption Prior to June 6, 2026. The Notes are not redeemable by the Company at its option prior to June 6, 2026. (b) Optional Redemption on or After June 6, 2026. On or after June 6, 2026, the Company may redeem for cash all or any portion

19. The undersigned confirms that the foregoing optional redemption terms are correctly and accurately set forth in the Indenture and the Notes, and are consistent with the terms described in the Final Offering Memorandum.

IX. Reliance and Knowledge Qualification

20. This Certificate is being furnished to the Trustee pursuant to Section 4.06 and Section 12.05 of the Indenture as a condition to the authentication and delivery of the Notes by the Trustee on the date hereof. The Trustee is entitled to conclusively rely upon this Certificate, and the statements, representations, and certifications set forth herein, in authenticating and delivering the Notes, and the Trustee shall

21. The certifications and statements contained in this Certificate are made by the undersigned in her capacity as Chief Financial Officer of the Company, and not in her individual capacity, and are based upon the undersigned's diligent review and examination of the Indenture, the Notes, the Purchase Agreement, the Limited Consent, the resolutions of the Board of Directors and the Pricing Committee, the Company's Res

22. Except as otherwise expressly stated herein, the certifications contained in this Certificate are made to the knowledge of the undersigned after due inquiry and investigation. Nothing in this Certificate shall be deemed to impose any personal liability on the undersigned. [Signature Page Follows] [Signature Page to Officers' Certificate] IN WITNESS WHEREOF, the undersigned has executed this Officers' Certificate