The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Slipstream Funding, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  317,455

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  317,455

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  317,455

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  3.27%⁽¹⁾

  TYPE OF REPORTING PERSON*

  OO

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of Common Stock issuable upon exercise of an equivalent number of warrants directly held by Slipstream Communications, LLC (“the Warrants”).

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Slipstream Communications, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Anguilla

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  BCOM Holdings, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  PN

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  BCOM GP LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Business Services Holdings, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Investors IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  PN

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Investors IV GP, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Capital, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Connecticut

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Craig Cogut

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  3,734,865⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  3,734,865⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  3,734,865⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  38.49%⁽²⁾

  TYPE OF REPORTING PERSON*

  IN

Includes 2,309,379 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 7,394,407 shares of Common Stock outstanding as of March 29, 2023, as reported in the Company’s Form 10-K filed with the SEC on March 30, 2023, plus 2,309,379 shares of common stock underlying the Warrants.

Security and Issuer.

Purpose of Transaction

Material to be Filed as Exhibits

Exhibit

Number

/s/ Brian Friedman

/s / Brian Friedman

Name: Brian Friedman

Title: General Counsel

BCOM GP LLC,

its general partner

/s/ Brian Friedman

Name: Brian Friedman

Title: General Counsel

/s/ Brian Friedman

Name: Brian Friedman

Title: General Counsel

/s/ Brian Friedman

Name: Brian Friedman

Title: General Counsel

/s/ Brian Friedman

Name: Brian Friedman

Title: General Counsel

/s/ Brian Friedman

Name: Brian Friedman

Title: General Counsel

/s/ Craig Cogut

/s/ CRAIG COGUT

Terms of Proposed Transaction. We would be prepared to acquire all of the outstanding shares of the Company’s common stock that we do not already own for cash consideration of $2.85 per share. In calculating our proposal, we have assumed there to be (i) 7,394,407 shares outstanding and (ii) net debt outstanding in the amount of $20.6 million.

Process. Please note that, as we previously informed you at the outset of our exploratory discussions regarding a potential transaction, we will only be willing to consider a transaction that is expressly conditioned on the procedures described in Kahn v. M&F Worldwide Corp. and its progeny. Accordingly, any potential transaction would (among other things) have to be (1) approved by a fully empowered special committee of non-management directors that are independent of us and our affiliates and (2) subject to a non-waivable condition requiring the approval of the holders of a majority of the shares of the Company’s common stock that are not owned by us or our affiliates. Consistent with those prior discussions, we reiterate that our proposal is expressly conditioned on these procedures.

Due Diligence Requirements. As is customary in transactions of this type, our proposal is subject to the satisfactory completion of confirmatory due diligence, including having access to the Company’s management team and review of customary business, financial, accounting and legal due diligence with respect to the Company. We are prepared to engage immediately with you and your advisors to complete our confirmatory due diligence review. With your cooperation, we are confident that we can complete this process within an expedited timeframe, given our significant experience with the Company.

Conditions. This non-binding proposal has been reviewed by, and has the full support of, our investment committee. Entering into definitive agreements providing for the Proposal remains subject to satisfactory completion of our confirmatory due diligence, receipt of final internal approval from our investment committee and the negotiation by us and the Special Committee of mutually acceptable definitive transaction agreements. Closing of the proposed Transaction would be subject to customary conditions, including approval by a majority-of-the-minority of the Company’s stockholders and receipt of any required regulatory and governmental approvals.

Timing. We are focused on moving quickly to enter into and complete the proposed transaction. We are confident that, with the Special Committee’s cooperation, we can move very quickly to complete our confirmatory due diligence. Finalization of definitive agreements can be completed in parallel with the confirmatory due diligence process. We are confident that the parties will be able to finalize transaction terms efficiently and on an expedited timeline.

Financing. We anticipate financing the transaction solely through equity financing, from our affiliated private equity funds and from certain other third parties. We are highly confident to secure fully equity financing, and we will not require a financing condition in our contract.

Clarification/List of Contacts. The list of individuals at Pegasus with whom you may discuss this non-binding Proposal is as follows: