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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(a)
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Resignation of a Director
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On October 27, 2021, the Board
received by email a letter from Richard Mowser, a director of the Company (the “Resignation Letter”), pursuant to which Mr.
Mowser resigned as a member of the Board effective immediately. Prior to such resignation, Mr. Mowser served as the Chair of the Board’s
Audit Committee and as a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee (the “Nominating
Committee”).
In the Resignation Letter,
Mr. Mowser made statements regarding his disagreements with the Company relating to its operations, policies and practices, indicating
that he tendered his resignation based on the actions taken by the Board at its meeting held on October 22, 2021. As previously disclosed
on the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2021 (the “Prior Form 8-K”), the Board
placed each of Paul Pereira, the Company’s President and Chief Executive Officer, Dennis McIntosh, the Company’s Chief Financial
Officer and Treasurer, and Charles Pereira, the Company’s Chief Technology Officer, on paid administrative leave and authorized
an independent internal investigation regarding certain corporate transactions and other matters.
Mr. Mowser states in the Resignation
Letter, among other things, that “The decision to replace the CEO/Founder, the CFO and the CTO in my opinion was personal and calculated
and driven by certain directors/shareholders to take control of the company without any regard for due process.” In the Resignation
Letter, Mr. Mowser disagrees with the actions taken by the Board at its October 22, 2021 meeting, the reasons and motivations therefor,
and the process by which such actions were taken and with the selection process for, and qualifications of, the individuals to replace
such officers.
The majority of directors
on the Board disagree with the assertions and conclusions made by Mr. Mowser in the Resignation Letter and take particular exception to
his characterizations of reasons and motivations of the directors who voted in favor of such actions.
A copy of the Resignation
Letter is attached as Exhibit 17.1 to this Current Report, and is incorporated herein by this reference. All descriptions of the contents
of the Resignation Letter in this Current Report are qualified in their entirety by references to the full text of the Registration Letter.
The Company will provide Mr.
Mowser a copy of the disclosures it is making in this Item 5.02 no later than the day the Company files the disclosures with the SEC.
The Company will provide Mr. Mowser with the opportunity to furnish the Company, as promptly as possible, with a letter addressed to the
Company stating whether Mr. Mowser agrees with the statements made by the Company in this Item 5.02 and, if not, stating the respects
in which he does not agree. The Company will file any letter provided by Mr. Mowser in relation thereto by amendment to this Current Report
within two business days after receipt by the Company.
(d) Election of Directors
On November 1, 2021, the Board,
upon recommendation of the Nominating Committee, appointed each of Patrick Dolan and Allen Capsuto to serve as a director of the Company.
Mr. Capsuto was also appointed by the Board, upon recommendation of the Nominating Committee, to serve as the Chairman of the Audit Committee.
On December 29, 2021, upon recommendation of the Nominating Committee, the Board appointed Mr. Dolan to serve on the Nominating Committee
and the Compensation Committee of the Board.
Mr. Dolan, age 59, is the
former President and COO of the Interactive Advertising Bureau (“IAB”), an advertising business organization that develops
industry standards, conducts research and provides legal support for the online advertising industry. Mr. Dolan was with IAB for 13 years,
from 2007 through January 2021. During this time, he founded its Data Council and Data Center of Excellence, co-founded its Video and
Mobile Centers of Excellence and was a founding executive board member of the IAB Tech Lab. He helped expand the Digital Content NewFronts
and establish the IAB Podcast Upfront’s and IAB’s Digital Sales Certification Program. Currently, Mr. Dolan is providing advising
and consulting services. Mr. Dolan received his BA in economics from the University of Virginia and his MBA from Virginia Commonwealth
University.
Mr. Capsuto, age 69, has served
as a Managing Director of Everest Group International, LLC, which provides stakeholder services in the areas of Professional Advisory,
Mergers and Acquisitions, since 2015. He is also the founder and principal of Capsuto Consulting LLC, which provides consulting services
for high net worth individuals. From 2002 to 2007, Mr. Capsuto served as Executive Vice President and CFO of Magnatrax Corporation, a
provider of custom-engineered metal building systems for the North American nonresidential construction market. He has served on the Board
of Directors of QualServ Corporation (Chairman), Champion Homes (Audit Chair), CCLM Holdings (Chairman), Euramax (Compensation Committee),
Magnatrx China JV-steel company, EquipMD (Chairman) and as the sole Trustee of the Magnatrax Shareholders Liquidity Trust. Mr. Capsuto
received his BS in Computer Science and Math from the University of Illinois – Chicago and his MBA from Roosevelt University.
The Company has not yet made
any determinations regarding the compensation Messrs. Dolan and Capsuto may receive for their service as directors. There are no arrangements
or understandings between either Mr. Dolan or Mr. Capsuto and any other person pursuant to which either of them was elected as a director
of the Company. There are no family relationships between either Mr. Dolan or Mr. Capsuto and any director or executive officer of the
Company, and neither Mr. Dolan nor Mr. Capsuto has any direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.