As filed with the Securities and Exchange Commission on November
5, 2021
Registration
No. 333- _______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WRAP TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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98-0551945
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification Number)
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1817 W 4th Street
Tempe, Arizona 85281
(Address of Principal Executive Offices)
Amended 2017 Equity Compensation Plan
(Full title of the plan)
James A. Barnes
Chief Financial Officer, Secretary and Treasurer
Wrap Technologies, Inc.
1817 W 4th Street
Tempe, Arizona 85281
(800) 583-2652
(Name, address including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications to:
Daniel W. Rumsey, Esq.
Disclosure Law Group,
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a Professional Corporation
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655 West Broadway, Suite 870
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San Diego, California 92101
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Tel: (619) 272-7050
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Fax: (619) 330-2101
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
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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Accelerated filer [ ]
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Non-accelerated filer [X]
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Smaller reporting company [X]
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Emerging growth company [X]
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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 Section 7(a)(2)(B) of the Securities Act.
[ ]
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum
Offering Price per Share (2)
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share: to be issued under the
Amended 2017 Equity Compensation Plan
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1,500,000 |
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$ |
5.89 |
(3) |
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$ |
8,835,000 |
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$ |
819.00 |
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Total
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$ |
8,835,000 |
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$ |
819.00 |
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(1)
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This registration statement on Form S-8 (the “Registration
Statement”) registers 1,500,000 additional shares of common
stock, $0.0001 par value per share (“Common Stock”), of Wrap
Technologies, Inc. (the “Registrant”) available for future
issuance under the Registrant’s Amended 2017 Equity Compensation
Plan (the “Plan”). The Registrant previously registered an
aggregate total of 6,000,000 shares of Common Stock issuable under
the Plan on registration statements on Form S-8 filed with the
Securities and Exchange Commission (“SEC”) on May 22, 2018
(File No. 333-225102), June 24, 2019 (File No. 333-232314), and
June 17, 2020 (File No. 333-239234).
In accordance with Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement shall also be deemed to cover
any additional securities that may from time to time be offered or
issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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(2)
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Pursuant to General Instruction E to Form S-8, a filing fee is only
being paid with respect to the registration of additional
securities under the Plan.
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(3)
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Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, as amended, based on the average of the
high and low prices of the Registrant’s common stock as reported on
the Nasdaq Capital Market on November 4, 2021.
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EXPLANATORY NOTE
Wrap Technologies, Inc. (the “Registrant”) has prepared
this Registration Statement in accordance with the requirements of
Form S-8 under the Securities Act of 1933, as amended
(the “Securities Act”), to register an
additional 1,500,000 shares of the Registrant’s common stock, par
value $0.0001 per share (“Common Stock”), issuable pursuant
to the Registrant’s Amended 2017 Equity Compensation Plan
(the “Plan”). The Plan provides for the grant of stock
options, shares of common stock, restricted stock awards, and
restricted stock units (collectively, “Awards”). Awards may
be granted to the Registrant’s employees, officers, directors and
certain independent contractors. The Registrant previously
registered shares available for issuance under the Plan on a
registration statement on Form S-8 filed with the Securities
and Exchange Commission (the “SEC”) on May 22, 2018
(Registration No. 333-225102), on a registration statement on
Form S-8 filed with the SEC on June 24, 2019 (Registration No.
333-232314), and on a registration statement on Form S-8 filed with
the SEC on June 17, 2020 (Registration No. 333-239234) (the
“Prior Registration Statements”).
Pursuant to General Instruction E to Form S-8, the contents of the
Prior Registration Statements relating to the Plan, and all
periodic reports filed by the Registrant after the Prior
Registration Statements to maintain current information about the
Registrant, are hereby incorporated by reference herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 will be sent or given to each participant in the Plan as
specified by Rule 428(b)(1) of the Securities Act. These documents
and the documents incorporated by reference herein pursuant to Item
3 of Part II hereof, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act. Such
documents are not filed as part of this Registration Statement in
accordance with the Note to Part I of the Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference
The following documents, which have been previously filed by the
Registrant with the Securities and Exchange Commission (the
“SEC”), are hereby incorporated by reference in this
Registration Statement:
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The Registrant’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, as filed with the SEC on March 4,
2021;
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The Registrant’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2021, as filed with the SEC on April 29, 2021;
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The Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2021, as filed with the SEC on July 29, 2021;
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The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, as filed with the SEC on October 28,
2021.
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on March 9, 2021;
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on April 7, 2021;
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on April 23, 2021;
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on May 4, 2021;
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on May 14, 2021;
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The Registrant's Current Report on Form 8-K, as filed with the SEC
on June 21, 2021
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on June 23, 2021;
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The Registrant’s Current Report on Form 8-K, as filed with the SEC
on July 2, 2021; and
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The description of the Registrant’s common stock set forth under
the caption “Description of Our Securities” in the prospectus
forming a part of the Registrant’s Registration Statement on Form
S-1 (File No. 333-217340), originally filed with the SEC on April
17, 2017, as amended from time to time.
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Until such time that a post-effective amendment to this
Registration Statement has been filed which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold at the time of such amendment, all
documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), shall be deemed to be
incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any
subsequently filed document which is also deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
Item
4.
Description of Securities
Not applicable.
Item
5.
Interests of Named Experts and Counsel
Daniel W. Rumsey, the Managing Director of Disclosure Law Group,
APC, securities and corporate counsel to the Registrant, is the
beneficial owner of 25,000 shares of the Registrant’s Common
Stock.
Item
6.
Indemnification of Directors and Officers
The Registrant’s Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Bylaws contain
provisions relating to the limitation of liability and
indemnification of directors and officers. The Registrant’s
Certificate of Incorporation provides that a director will not be
personally liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except
for liability:
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for any breach of the director’s duty of loyalty to the Registrant
or its shareholders;
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for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
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under Section 174 of the Delaware General Corporation Law (the
“DGCL”); or
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for any transaction from which the director derived any improper
personal benefit.
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The Registrant’s Certificate of Incorporation also provides that if
the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then
the liability of the Registrant’s directors will be eliminated or
limited to the fullest extent permitted by the DGCL.
The Registrant’s Bylaws provide that it will indemnify its
directors and officers to the fullest extent not prohibited by the
DGCL; provided, however, that the Registrant may limit the
extent of such indemnification by individual contracts with its
directors and executive officers; and provided, further, that the
Registrant is not required to indemnify any director or executive
officer in connection with any proceeding (or part thereof)
initiated by such person or any proceeding by such person against
the Registrant or its directors, officers, employees or other
agents unless:
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such indemnification is expressly required to be made by law;
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the proceeding was authorized by the board of directors; or
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such indemnification is provided by the Registrant, in its sole
discretion, pursuant to the powers vested in the Registrant under
the DGCL.
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The Registrant’s Bylaws provide that the Registrant shall advance,
prior to the final disposition of any proceeding, promptly
following request therefor, all expenses by any director or
executive officer in connection with any such proceeding upon
receipt of any undertaking by or on behalf of such person to repay
said amounts if it should be determined ultimately that such person
is not entitled to be indemnified under Article V of the
Registrant’s Bylaws or otherwise. Notwithstanding the foregoing,
unless otherwise determined, no advance shall be made by the
Registrant if a determination is reasonably and promptly made by
the board of directors by a majority vote of a quorum of directors
who were not parties to the proceeding, or if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the
time such determination is made demonstrate clearly and
convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the
Registrant’s best interests.
The Registrant’s Bylaws also authorize it to purchase insurance on
behalf of any person required or permitted to be indemnified
pursuant to its Bylaws.
Section 145(a) of the DGCL authorizes a corporation to indemnify
any person who was or is a party, or is threatened to be made a
party, to a threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding, if the person
acted in good faith and in a manner the person reasonably believed
to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL provides in relevant part that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
The DGCL also provides that indemnification under Section 145(d)
can only be made upon a determination that indemnification of the
present or former director, officer or employee or agent is proper
in the circumstances because such person has met the applicable
standard of conduct set forth in Section 145(a) and (b).
Section 145(g) of the DGCL also empowers a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as such,
whether or not the corporation would have the power to indemnify
such person against such liability under Section 145 of the
DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide for
eliminating or limiting the personal liability of one of its
directors for any monetary damages related to a breach of fiduciary
duty as a director, as long as the corporation does not eliminate
or limit the liability of a director for acts or omissions which
(1) which breached the director’s duty of loyalty to the
corporation or its shareholders, (2) which were not in good faith
or which involve intentional misconduct or knowing violation of
law, (3) under Section 174 of the DGCL; or (4) from which the
director derived an improper personal benefit.
The Registrant has obtained directors’ and officers’ insurance to
cover its directors and officers for certain liabilities.
Item
7.
Exemption from Registration Claimed
Not applicable.
Item
8.
Exhibits
Exhibit No.
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Description
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5.1
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Opinion and Consent of Disclosure Law Group, APC
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10.1
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Amendment No. 3 to the Wrap Technologies, Inc. 2017 Equity
Compensation Plan
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23.1
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Consent of Rosenberg Rich Baker Berman, P.A.
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23.2
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Consent of Disclosure Law Group (included as part of Exhibit
5.1)
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Item
9.
Undertakings
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act; and
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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
foregoing provisions, 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, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Tempe, State of Arizona, on November 5, 2021.
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Wrap Technologies, Inc.
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By: /s/ Thomas P. Smith
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Name: Thomas P. Smith
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Title: Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title(s)
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Date
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/s/ Thomas P. Smith
Thomas P. Smith
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Chief Executive Officer
(Principal Executive Officer)
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November 5, 2021
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/s/ James A. Barnes
James A. Barnes
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Chief Financial Officer, Secretary, and Treasurer
(Principal Accounting Officer)
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November 5, 2021
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/s/ Patrick Kinsella
Patrick Kinsella
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Chairman of the Board
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November 5, 2021
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/s/ Scot Cohen
Scot Cohen
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Director
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November 5, 2021
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/s/ TJ Kennedy
TJ Kennedy
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Director
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November 5, 2021
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/s/ Jeffrey Kukowski
Jeffrey Kukowski
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Director
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November 5, 2021
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/s/ Michael Parris
Michael Parris
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Director
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November 5, 2021
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/s/ Kimberly Sentovich
Kimberly Sentovich
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Director
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November 5, 2021
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/s/ Kevin Sherman
Kevin Sherman
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Director
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November 5, 2021
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/s/ Wayne Walker
Wayne Walker
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Director
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November 5, 2021
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