OLD MARKET CAPITAL Corp S-4/A, filed Jan 10, 2024

OLD MARKET CAPITAL Corp (OMCC)

S-4/A 2024-01-10

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Added on October 27, 2026

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British Columbia*	6141	59-2506879
(State or Other Jurisdiction	(Primary Standard Industrial	(IRS Employer Identification
of Incorporation)	Classification Code Number)	Number)


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐


SUMMARY	1
Nicholas Financial, Inc.	1
Questions and Answers About the Meeting and Proposals	1
The Domestication Proposal	4
Regulatory and Other Approvals	5
Tax Consequences of the Domestication	5
Dissent Rights of Shareholders	6
Comparison of Shareholder Rights	7
The Loan Portfolio Sale Proposal	7
Tax Consequences of the Loan Portfolio Sale	8
Dissent Rights of the Shareholders	9
INFORMATION CONCERNING THE COMPANY	10
Narrative Description of Our Business	10
Legal Proceedings	10
Market for Our Common Equity and Related Stockholder Matters	11
Management’s Discussion and Analysis of Financial Condition and Results of Operation	12
Quantitative and Qualitative Disclosures About Market Risk	12
Financial Statements and Supplementary Data	12
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Directors, Executive Officers and Corporate Governance	12
RISK FACTORS	14
Risks Relating to the Domestication	14
Risks Relating to the Loan Portfolio Sale	15
General Risk Factors	16
FORWARD-LOOKING STATEMENTS	17
THE SPECIAL MEETING	18
Solicitation of Proxies	18
Our Common Shares	18
Appointment and Revocation of Proxies	18
THE DOMESTICATION	19
General	19
Principal Reasons for the Domestication	19
Effects of the Domestication	19
Treatment of Outstanding Capital Stock and Options	20
Shareholder Approval	20
Regulatory and Other Approvals	20
Comparison of Shareholder Rights	20
Proposed Certificate of Incorporation and Bylaws of Nicholas Financial, Inc	30
Dissent Rights of Shareholders	31
United States and Canadian Income Tax Considerations	32
THE LOAN PORTFOLIO SALE	38
General	38
Background	38
The Asset Purchase Agreement	39
Reasons for the Loan Portfolio Sale Proposal	42
Shareholder Approval	45
Dissent Rights of Shareholders	45
United States and Canadian Income Tax Considerations	47
Non-Resident Dissenting Shareholders	49
DESCRIPTION OF CAPITAL STOCK	49
Common Stock	49
Preferred Stock	50
Potential Anti-takeover Effect of Delaware Law, Our Certificate of Incorporation and Bylaws	50
Listing	50
Transfer Agent and Registrar	50
INTEREST OF MANAGEMENT IN THE DOMESTICATION	51
LEGAL MATTERS	51
EXPERTS	51
WHERE YOU CAN FIND MORE INFORMATION	52
Obtaining Documents Incorporated by Reference	53
GENERAL	53
DIRECTORS’ APPROVAL	53


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
Capital Structure	Under our current British Columbian articles of incorporation, we presently have the authority to issue 50,000,000 common shares, no par value per share, and 5,000,000 preferred shares, no par value per share, issuable in series.	Under our proposed Delaware certificate of incorporation, Nicholas Financial, Inc. will have the authority to issue a total of 55,000,000 shares of capital stock, consisting of 50,000,000 shares of common stock, no par value per share, and 5,000,000 shares of preferred stock, no par value per share.
Franchise Tax	Under British Columbia law, there is no franchise tax on our authorized capital stock.	Pursuant to Delaware law, Nicholas Financial, Inc. will initially be required to pay an annual corporate franchise tax of approximately $200,000 in order to maintain its good standing as a Delaware corporation. The amount of that annual franchise tax could change if Nicholas Financial, Inc.’s capital structure changes
Shareholder Approval; Vote on Extraordinary Corporate Transactions	British Columbia law generally requires a vote of shareholders on a greater number and diversity of corporate matters than Delaware law, such as a corporate name change, a creation of a new class of shares or an increase or decrease of the minimum or maximum number of directors. Furthermore, many matters requiring shareholder approval under British Columbia law must be approved by a special resolution of not less than three-quarters of the votes cast by Nicholas Financial, Inc.’s shareholders who voted on those matters. In some cases, such as an amendment to the articles that affects classes of shares differently, a special resolution to approve an extraordinary corporate action is also required to be approved separately by the holders of a class or series of shares, whether or not shares of such class or series otherwise carry the right to vote.	Under the DGCL, the affirmative vote of the holders of two-thirds of the outstanding stock entitled to vote thereon (or the affirmative vote of the holders of a majority of such outstanding stock, if a statement to that effect was included in the articles at the time they were initially filed or is included in an amendment to the articles approved by the affirmative vote of the holders of two-thirds of the then outstanding stock entitled to vote thereon) is required to authorize any merger, share exchange, consolidation, dissolution or sale of all or substantially all of the assets of the corporation, except that, unless required by its certificate of incorporation: no authorizing shareholder vote is required to approve a plan of merger or share exchange if (i) the articles of incorporation of the surviving corporation will not differ from the corporation’s articles (other than certain inconsequential differences), (ii) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the transaction will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after the transaction, (iii) the number of voting shares outstanding immediately after the transaction plus the number of voting shares issuable as a result of the transaction, either by conversion or upon the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
		outstanding immediately before the transaction, and (iv) the number of participating shares (defined to mean shares that entitled their shareholders to participate without limitation in dividends) outstanding immediately after the transaction plus the number of participating shares issuable as a result of the transaction, either by the conversion or upon the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the transaction. In certain cases, a plan of merger or share exchange is also required to be approved separately by the holders of a class or series of shares.
Amendments to the Governing Documents	Under British Columbia law, amendments to the articles of incorporation generally require the approval of not less than three-quarters of the votes cast by Nicholas Financial Inc.’s shareholders voting on the resolution. If the proposed amendment would affect a particular class of securities in certain specified ways, the holders of shares of that class would be entitled to vote separately as a class on the proposed amendment, whether or not the shares otherwise carried the right to vote.	Under the DGCL, the board of directors must first recommend the amendment to the certificate of incorporation to the shareholders unless the board determines that, because of conflict of interest or other special circumstances, it cannot make a recommendation. Unless a greater level of approval is required by the articles or by the board (which can condition its submission of a proposed amendment on any basis), the amendment must be approved by (i) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ appraisal rights and (ii) a majority of the votes cast by any other voting group entitled to vote on the amendment. The DGCL also provides that the board of directors may amend or repeal a corporation’s bylaws unless the certificate of incorporation reserve the power exclusively to the shareholders in whole or in part or unless the shareholders, in amending, adding or repealing a particular bylaw, provide expressly that the board may not amend or repeal that bylaw. The foregoing notwithstanding, the shareholders may amend or repeal a corporation’s bylaws even though the bylaws may also be amended or repealed by the board of directors. The proposed bylaws of Nicholas Financial, Inc. are consistent with these DGCL provisions.


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
Place of Meetings	The BCBCA provides that meetings of shareholders must be held at the place within British Columbia, unless otherwise provided in the articles. Our articles provide that meetings of shareholders may be held in any location as may be determined by our directors.	The DGCL provides that meetings of the stockholders be held at any place in or outside of Delaware designated by, or in the manner provided in, the certificate of incorporation or bylaws. The proposed bylaws of Nicholas Financial, Inc. provide that meetings of the stockholders will be held at any place designated by the board of directors.
Quorum of Shareholders	The BCBCA provides that, unless the articles provide otherwise, a quorum of shareholders is two shareholders entitled to vote at the meeting whether present personally or by proxy at a meeting of shareholders. The current articles provide that holders of shares representing, in the aggregate, not less than one third of the shares entitled to vote at a meeting of shareholders, whether present in person or represented by proxy, will constitute a quorum at that meeting.	Under the DGCL, the certificate of incorporation or bylaws may specify the required quorum, but generally a quorum may consist of not less than one-third of the total voting power. The proposed bylaws of Nicholas Financial, Inc. provide that the holders of not less than one third of the voting power of the outstanding shares entitled to vote at the meeting shall constitute a quorum at a meeting of stockholders.
Call of Meetings	The BCBCA provides that a special meeting of shareholders may be called by the directors. In addition, the holders of not less than five percent of our issued voting shares may requisition the directors requiring them to call and hold a special meeting for the purposes stated in the requisition.	The DGCL provides that a special meeting of the stockholders may be called by the board of directors or by any person or persons as may be authorized by the certificate of incorporation or bylaws. The proposed bylaws of Nicholas Financial, Inc. provide that a special meeting of stockholders may be called by the directors, by the chairman or by the president and chief executive officer
Shareholder Consent in Lieu of Meeting	Under the BCBCA, shareholders can take action by written resolution and without a meeting only if all shareholders entitled to vote on that resolution sign the written resolution.	Under the DGCL, unless otherwise limited by the certificate of incorporation, stockholders may act by written consent without a meeting if holders of outstanding stock representing not less than the minimum number of votes that would be necessary to take the action at an annual or special meeting execute a written consent providing for the action. The proposed bylaws of Nicholas Financial, Inc. specifically allow the shareholders to take action by written resolution.
Director Election, Qualification and Number	The BCBCA provides for the election of directors by a majority of votes cast at an annual meeting of shareholders. The BCBCA states that a public company must have at least three directors.	The DGCL has no similar requirements, however, the governance standards of NASDAQ require a majority of a listed company’s directors to be independent. The proposed bylaws of Nicholas Financial, Inc. prescribe a minimum of three and a maximum of eleven directors


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
Fiduciary Duty of Directors	Directors of a company incorporated under the BCBCA have fiduciary obligations to the corporation. The BCBCA requires directors of a British Columbia company, in exercising their powers and discharging their duties, to act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.	The fiduciary obligations of directors of corporations incorporated or organized under the DGCL are more expansive and run not just to the corporation but to the corporation’s shareholders. These obligations fall into two broad categories: duty of care and a duty of loyalty. The duty of care requires a director to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she believes to be in the best interests of the corporation. It is qualified by the business judgment rule, which protects a disinterested director from personal liability to the corporation and its shareholders if the director acted in good faith, was reasonably informed and rationally believed the action taken was in the best interests of the corporation. The duty of loyalty requires directors to exercise their powers in the interests of the corporation and not in the directors own interest or in the interest of another person (including a family member) or organization. Stated more simply, the duty of loyalty precludes directors from using their corporate position to make a personal profit or gain, or for other personal advantage.
Personal Liability of Directors	The BCBCA prescribes circumstances where directors can be liable for malfeasance or nonfeasance. Certain actions to enforce a liability imposed by the BCBCA must be brought within two years from the date of the resolution authorizing the act at issue. A director will be deemed to have complied with his fiduciary obligations to the corporation under the BCBCA if he relied in good faith on: • financial statements represented to him by an officer or in a written report of the auditors fairly reflecting the financial condition of the corporation; or • a report of a person whose profession lends credibility to a statement made by the professional person. The BCBCA also contains other provisions limiting personal liability of a corporation’s directors.	The personal liability of a director under the DGCL for breach of his or her fiduciary duty is expansive and can be established by the corporation, through a derivative action brought on behalf of the stockholders, or by an aggrieved stockholder, in a separate action. The proposed certificate of incorporation of Nicholas Financial, Inc. seeks to limit such personal liability, however these limitations may not be effective with respect to the following proscribed conduct under the DGCL: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • an unlawful payment of a dividend or an unlawful stock purchase or redemption; and • any transaction from which the director derived an improper personal benefit.


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
Derivative Actions	Under the BCBCA, a complainant, who is defined as either a present or former registered holder or beneficial owner of a security of a corporation or any of its affiliates; a present or former director or officer of a corporation or any of its affiliates; the Registrar of Companies for British Columbia; or any other person who, in the discretion of a court, is a proper person to make an application under the BCBCA relating to shareholder remedies, may apply to the court for the right to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or to intervene in an existing action to which they are a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the entity. Under the BCBCA, the court must be satisfied that: • the complainant has given proper notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court if the directors of the corporation or its subsidiary will not bring, diligently prosecute or defend or discontinue the action; • the complainant is acting in good faith; and • it appears to be in the interest of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. Under the BCBCA, the court in a derivative action may make any order it sees fit including orders pertaining to the control or conduct of the lawsuit by the complainant or the making of payments to former and present shareholders and payment of reasonable legal fees incurred by the complainant.	Similarly, under Delaware law a stockholder may bring a derivative action on behalf of the corporation to enforce a corporate right, including the breach of a director’s duty to the corporation. Delaware law requires that the plaintiff in a derivative suit be a stockholder of the corporation at the time of the wrong complained of and remain so throughout the duration of the suit; that the plaintiff make a demand on the directors of the corporation to assert the corporate claim unless the demand would be futile; and that the plaintiff is an adequate representative of the other stockholders.
Dissenters’ Rights	The BCBCA provides that shareholders of a corporation entitled to vote on certain matters are entitled to exercise dissent rights and demand payment for the fair value of their shares. Dissent rights exist when there is a vote upon matters such as: • any amalgamation with another corporation (other than with certain affiliated corporations);	The DGCL grants the holder of any class or series of shares to dissent from and obtain payment of the fair value of his shares with respect to any plan of merger to which the corporation is a party (other than mergers with certain subsidiary corporations) requiring shareholder approval; any plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; the sale or exchange of all or substantially all of the property of the


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
	• an amendment to our articles of incorporation to add, change or remove any provisions restricting the issue, transfer or ownership of shares; • an amendment to our articles of incorporation to add, change or remove any restriction upon the business or businesses that the corporation may carry on; • a continuation under the laws of another jurisdiction; • a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business; and • a court order permitting a shareholder to dissent in connection with an application to the court for an order approving an arrangement proposed by the corporation. However, a shareholder is not entitled to dissent if an amendment to the articles of incorporation is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy.	corporation other than in the normal course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan through which all of the net proceeds of sale will be distributed to the shareholders within one year; an amendment to the articles that materially and adversely affects the dissenting shareholder because it (i) alters or abolishes a preferential right, (ii) creates, alters or abolishes a right in respect of redemption, (iii) alters or abolishes a preemptive right, (iv) excludes or limits the right of shares to be voted on any matter or to accumulate votes, or (v) reduces the number of shares owned by a shareholder to a fractional share if the fractional share so created is to be acquired for cash; and any corporate action taken pursuant to a shareholder vote to the extent the articles, bylaws or a resolution of the board provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
Oppression Remedy	Under the BCBCA, a complainant has the right to apply to a court for an order where an act or omission of the corporation or an affiliate effects a result, or the business or affairs of which are or have been conducted in a manner, or the exercise of the directors’ powers are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer of the corporation. On such application, the court may make any interim or final order it thinks fit, including an order restraining the conduct complained of.	The DGCL does not contain a similar remedy, although causes of action seeking to obtain comparable remedies can be asserted against a corporation and its affiliates under any of several common law theories.


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
Examination of Corporate Records	Under the BCBCA, shareholders, creditors and their personal representatives may examine certain corporate records, such as the securities register and a list of shareholders, and any other person may do so on payment of a reasonable fee. Each such person must provide an affidavit containing specific information. A list of shareholders or information from a securities register may not be used except in connection with an effort to influence the voting of shareholders of the corporation, an offer to acquire securities of the corporation or any other matter relating to the affairs of the corporation.	Under Delaware law, for any proper purpose, shareholders have the right to inspect, upon written demand under oath stating the purpose for such inspection, the corporation’s stock ledger, list of stockholders and other specified books and records, and to make copies or extracts of the same. A proper purpose means a purpose reasonably related to a person’s interest as a stockholder
Anti-Takeover Effects	There are no comparable provisions relating to protection from hostile take-over attempts under the BCBCA. However, the current articles do contain provisions for the staggered election of the board of directors. In addition, as noted above under “Call of Meetings”, the holders of not less than five percent of our issued voting shares may requisition the directors requiring them to call and hold a special meeting for the purposes stated in the requisition.	Some powers granted to companies under Delaware law may allow a Delaware corporation to make itself potentially less vulnerable to hostile takeover attempts. These powers include the ability to: • implement a staggered board of directors, which prevents an immediate change in control of the board; • require that notice of nominations for directors be given to the corporation prior to a meeting where directors will be elected, which may give management an opportunity to make a greater effort to solicit its own proxies; • only allow the board of directors to call a special meeting of stockholders, which may deny a raider the ability to call a meeting to make disruptive changes; • eliminate stockholders’ action by written consent, which would require a raider to attend a meeting of stockholders to approve any proposed action by the corporation; • remove a director from a staggered board only for cause, which gives some protection to directors on a staggered board from arbitrary removal; • provide that the power to determine the number of directors and to fill vacancies be vested solely in the board, so that the incumbent board, not a raider, would control vacant board positions; and


	Nicholas Financial, Inc., as a British Columbia company	Nicholas Financial, Inc., as a Delaware corporation
		• provide for supermajority voting in some circumstances, including mergers and certificate of incorporation amendments; and issue “blank check” preferred stock, which may be used to make a corporation less attractive to a raider. The proposed certificate of incorporation and bylaws of Nicholas Financial, Inc. include the following provisions, which may discourage a hostile takeover attempt: • a requirement that stockholders provide prior notice to nominate directors; • prohibitions on the ability of stockholders to call a special meeting of stockholders; • provisions that give the board of directors the authority to determine the number of directors and fill vacancies on the board of directors; and • provisions that give the board of directors the authority to issue preferred stock having rights, privileges, limitations and other characteristics that are established by the board of directors without shareholder approval.


SEC Filings						Date Filed
Annual Report on Form 10-K for the fiscal year ended March 31, 2023						June 27, 2023
Quarterly Report on Form 10-Q for the three months ended June 30, 2023						August 16, 2023
Quarterly Report on Form 10-Q for the three months ended September 30, 2023						November 14, 2023


Current Reports on Form 8-K						August 17, 2022
						June 21, 2023
						June 29, 2023
						August 15, 2023
						August 16, 2023
						November 14, 2023
						November 17, 2023
						November 20, 2023
Proxy Statement and Information Circular for 2023 Annual General Meeting of Shareholders on Schedule 14A						July 27, 2023


NICHOLAS FINANCIAL, INC.


By:	______________________________
	Irina Nashtatik, Corporate Secretary


WESTLAKE SERVICES, LLC.		NICHOLAS FINANCIAL, INC., a Florida corporation
dba WESTLAKE FINANCIAL



By:	/s/ Todd C. Laruffa	By:	/s/ Michael Rost
Name:	Todd C. Laruffa	Name:	Michael Rost
Title:	Vice President	Title:	CEO
Address:	4751 Wilshire Boulevard, Suite 100	Address:
	Los Angeles, California 90010
Tel: (323) 900-3293		Tel:
Fax: (323) 330-8662		Fax:

Date: November 13, 2023		Date: November 13, 2023


NICHOLAS FINANCIAL, INC., a Canadian holding company



By:	/s/ Michael Rost
Name:
Title:
Address:

Tel:
Fax:

Date: November 13, 2023


Portfolio

Assignor/Seller:	Nicholas Financial, Inc.
Buyer:	Westlake Services, LLC dba Westlake Financial
Number of Contracts:
List of Receivables:	Attached hereto as Schedule A
Pricing and Receivables Summary	Attached hereto as Schedule D

Cutoff Date:	September 30, 2022


Exhibit No.		Exhibit or Financial Statement Schedule

3.1		Articles of Nicholas Financial, Inc. (1)
3.2		Notice of Articles of Nicholas Financial, Inc. (2)
3.3		Form of Certificate of Domestication**
3.4		Form of Certificate of Incorporation of Nicholas Financial, Inc.**
3.5		Form of Bylaws of Nicholas Financial, Inc**
4.1		Form of Common Stock Certificate (3)
4.2		Description of the Registrant’s Securities (4)
5.1		Form of Opinion of Kutak Rock LLP regarding validity of the securities being registered**
8.1		Form of Opinion of Kutak Rock LLP**
8.2		Form of Opinion of Thorsteinssons LLP**
10.1		Loan and Security Agreement, dated as of January 18, 2023, by and between Westlake Capital Finance, LLC, a California limited liability company, as lender, and Nicholas Financial, Inc., a Florida corporation and Nicholas Data Services, Inc., a Florida corporation, as borrowers (5)
10.2		Purchase and Sale Agreement, dated December 11, 2019, by and between Platinum Auto Finance of Tampa Bay, LLC (6)
10.3		Purchase and Sale Agreement, dated January 30, 2020, by and between Platinum Auto Finance of Tampa Bay, LLC (7)
10.4		Purchase and Sale Agreement, dated February 20, 2020, by and between Platinum Auto Finance of Tampa Bay, LLC (8)
10.5		Nicholas Financial, Inc. 2015 Omnibus Incentive Plan (9) *
10.6		Form of Nicholas Financial, Inc. 2015 Omnibus Incentive Plan Stock Option Award (10) *
10.7		Form of Nicholas Financial, Inc. 2015 Omnibus Incentive Plan Restricted Stock Award (11) *
10.8		Form of Nicholas Financial, Inc 2015 Omnibus Incentive Plan Performance Share Award (12) *
10.9		Employment Agreement between the Corporation and Michael Rost, dated as of August 10, 2023 (13) *
10.10		Employment Agreement between the Corporation and Irina Nashtatik, dated as of July 21, 2022 (14) *
10.11		Separation and General Release Agreement between the Corporation and Douglas W. Marohn, dated as of May 9, 2022 (15)*
10.12		Form of Dealer Agreement and Schedule thereto listing dealers that are parties to such agreements (16)
10.13		Master Asset Purchase Agreement dated November 13, 2023, by and between Westlake Services, LLC dba Westlake Financial, a California limited liability company, Nicholas Financial, Inc., a Florida corporation and Nicholas Financial, Inc., a British Columbia corporation (17)
21		Subsidiaries of Nicholas Financial, Inc. (18)
23.1		Consent of FORVIS, LLP
23.2		Consent of RSM US LLP
24		Powers of Attorney (included on signature page hereto)
107		Filing Fee Table**


Signature	Title	Date

/s/ Michael Rost	Chief Executive Officer(Principal Executive Officer)	January 10, 2024
Name: Michael Rost

/s/ Irina Nashtatik	Chief Financial Officer (Principal Financial Officer)	January 10, 2024
Name: Irina Nashtatik

/s/ Jeffrey C. Royal	Chairman of the Board and Director	January 10, 2024
Name: Jeffrey C. Royal

/s/ Mark Hutchins	Director	January 10, 2024
Name: Mark Hutchins

/s/ Adam K. Peterson	Director	January 10, 2024
Name: Adam K. Peterson

/s/ Jeremy Q. Zhu	Director	January 10, 2024
Name: Jeremy Q. Zhu

/s/ Brendan Keating	Director	January 10, 2024
Name: Brendan Keating