Post-effective Amendment to Registration Statement (pos Am)
November 15 2021 - 6:51AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on November 15, 2021.
No. 333-260875
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Diversey Holdings, Ltd.
(Exact name of registrant as specified
in its charter)
Cayman Islands
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2842
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708
Telephone: (803) 746-2200
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Philip Wieland
Chief
Executive Officer
1300 Altura Road, Suite 125
Fort Mill, South Carolina 29708
Telephone: (803) 746-2200
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies of all communications,
including communications sent to agent for service, should be sent to:
Bradley C. Reed, P.C.
Alexander M. Schwartz
Kirkland & Ellis LLP
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Thomas Holden
Rachel D. Phillips
Ropes & Gray LLP
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300 North LaSalle
Chicago, IL 60654
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1211 Avenue of the Americas
New York, NY 10036
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(312) 862-2000
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(212) 596-9000
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: ¨
If this Form is filed to
registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated Filer
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¨
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Non-accelerated filer
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x
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Smaller Reporting Company
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¨
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Emerging Growth Company
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¨
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION
FEE
Title of Each Class of Securities to be Registered
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Proposed Maximum
Offering Price Per Share(1)(2)
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Amount to be Registered(1)
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Proposed
Maximum Aggregate Offering Price(1)(2)
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Amount of Registration Fee
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Ordinary shares, par value $0.0001 per share . . . . . . . . . . . . . . . . .
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$16.87
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17,250,000
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$291,007,500
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$26,976.40(3)
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(1)
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Includes the aggregate offering price of shares of ordinary shares subject to the underwriters’ option to purchase additional
shares.
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(2)
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Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities
act of 1933, as amended. In accordance with Rule 457(c) under the Securities Act of 1933, as amended, the price shown is the
average high and low sales price of the registrant’s ordinary shares on November 4, 2021, as reported by the NASDAQ Global
Select Market.
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(3)
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Previously paid in connection with the previous filing of this Registration Statement on November 8, 2021.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933
or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 333-260875) of Diversey Holdings, Ltd. is being
filed pursuant to Rule 462(d) for the purpose of filing certain revised exhibits as indicated in Part II of this Amendment
No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration
Statement. Accordingly, the prospectus constituting Part I of the Registration Statement has been omitted.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table
sets forth all costs and expenses, other than the underwriting discounts and commissions payable by us, in connection with the offer and
sale of the securities being registered. All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration
fee and the FINRA filing fee.
SEC registration fee
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$
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26,977
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FINRA filing fee
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44,462
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Printing expenses
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350,000
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Legal fees and expenses
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650,000
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Accounting fees and expenses
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180,000
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Miscellaneous expenses
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48,561
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Total expenses
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$
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1,300,000
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Item 14. Indemnification of Directors and Officers.
Cayman Islands law
does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against willful deceit, civil fraud or the consequences or committing a crime. Our amended and restated articles of association provides
for indemnification of officers and directors to the maximum extent permitted by law for losses, damages, costs and expenses incurred
in their capacities as such, except through their own actual fraud and dishonesty or willful default.
We are party to indemnification
agreements with each of our directors and officers pursuant to which we agree to indemnify our directors and officers against certain
liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
We maintain standard
policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach
of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
The form of Underwriting
Agreement filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors
in certain instances.
Item 15. Recent Sales of Unregistered Securities.
The registrant was
formed on November 5, 2020 for the purpose of consummating its initial public offering and has issued one ordinary share for nominal
consideration in connection with its formation. Prior to the registrant’s formation and since September 2017, certain directors,
officers, employees, consultants and other service providers were issued an aggregate of 23,496,565 restricted shares of Constellation
(BC) Poolco S.C.A., an entity incorporated for the purpose of pooling the interests of certain employees, directors and officers in Constellation
(BC) S.à r.l., a subsidiary of the registrant. In connection with the foregoing issuances, Constellation (BC) S.à r.l. issued
an equal number of securities to Constellation (BC) Poolco S.C.A.
Prior to the closing
of our initial public offering, we issued an aggregate of 243,163,947 ordinary shares to certain of our employees, directors and officers
as well as other stockholders, including Bain Capital, and in exchange of PECs. In addition, we issued an aggregate of 7,763,231 restricted
shares in exchange for equity awards issued under the pre-IPO Management Equity Incentive Plan. The issuances of these ordinary shares
and restricted shares were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
The offers and sales
of the above securities were deemed to be exempt from registration under the Securities Act of 1933 in reliance upon Section 4(a)(2) of
the Securities Act of 1933 or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities
Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation
as provided under Rule 701. The recipients of the above securities represented their intentions to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were placed upon any stock certificates
issued in these transactions.
Item 16. Exhibits and Financial Statement
Schedules.
(i)
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Exhibits
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Exhibit
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Number
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Description
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4.1*
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Indenture, dated as of August 8, 2018, by and among Diamond (BC) B.V., the guarantors party thereto from time to time, Wilmington
Trust, National Association, as trustee and Citibank, N.A., London Branch, as paying agent, transfer agent, registrar and authentication
agent (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-253676)
filed with the SEC on March 1, 2021)
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10.4*
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Third Amendment, dated September 29, 2021, to the Credit Agreement, dated as of September 6, 2017, by and among BCPE Diamond
Netherlands Topco, B.V., Diamond (BC) B.V., the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch as
the administrative agent, the collateral agent and a letter of credit issuer party thereto (incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021)
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+
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Indicates a management contract or compensatory plan or arrangement.
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*
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Indicates previously filed.
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(ii)
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Financial statement
schedules
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No
financial statement schedules are provided because the information called for is not applicable or is shown in the financial statements
or notes.
Item 17.
Undertakings.
The
undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement
as of the time it was declared effective; and
(2) For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Mill, State of South Carolina, on
November 15, 2021.
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DIVERSEY HOLDINGS, LTD.
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By:
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/s/
Philip Wieland
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Name:
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Philip Wieland
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Title:
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Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Philip Wieland
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Chief Executive Officer and Director
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November 15, 2021
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Philip Wieland
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(Principal Executive Officer)
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/s/
Todd Herndon
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Chief Financial Officer
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November 15, 2021
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Todd Herndon
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(Principal Financial Officer)
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/s/
David Dickerson
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VP, Controller and Chief Accounting
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November 15, 2021
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David Dickerson
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Officer (Principal Accounting Officer)
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*
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Director
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November 15, 2021
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Eric Foss
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*
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Director
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November 15, 2021
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Ken Hanau
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*
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Director
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November 15, 2021
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Michel Plantevin
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*
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Director
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November 15, 2021
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Jonathon Penn
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*
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Director
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November 15, 2021
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Robert Farkas
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*
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Director
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November 15, 2021
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Susan Levine
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Signature
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Title
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Date
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*
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Director
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November 15, 2021
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Juan Figuereo
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*
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Director
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November 15, 2021
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Selim Bassoul
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*
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Director
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November 15, 2021
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Rod Hochman
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*
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The undersigned, by signing his name hereto, signs and
executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney filed with the Securities and
Exchange Commission and executed by the above named signatures on November 8, 2021.
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/s/
David Dickerson
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David Dickerson
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Attorney-in-Fact
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