Securities Registration: Employee Benefit Plan (s-8)
21 May 2019 - 6:35AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 20, 2019
Registration
Statement No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
LANDSTAR,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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86-0914051
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(State
of incorporation)
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(IRS
Employer Identification No.)
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101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(Address,
including zip code, of registrant’s principal executive offices)
LandStar,
Inc. 2019 Omnibus Stock Incentive Plan
(Full
title of the plan)
Jason
Remillard
Chief
Executive Officer
101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(919)
858-6542
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
W.
David Mannheim
Michael
K. Bradshaw, Jr.
Nelson
Mullins Riley & Scarborough LLP
GlenLake
One
4140
Parklake Ave, Suite 200
Raleigh,
NC 27612
(919)
329-3800
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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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller reporting
company
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[X]
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Emerging growth
company
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[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 pursuant to Section 7(a)(2)(B) of the Securities Act.
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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
(2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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1,000,000,000
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$
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0.0016
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$
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1,600,000
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$
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193.92
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers any additional shares of Registrant’s common
stock that may become issuable under the LandStar, Inc. 2019 Omnibus Stock Incentive
Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization,
or other similar transaction that results in an increase in the number of outstanding
shares of the Registrant’s common stock.
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(2)
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Estimated
in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose
of calculating the registration fee based upon the average of the high and low prices
of the Registrant’s common stock on the OTC Pink Market on May 13, 2019.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
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Plan
Information.
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Information
required by Item 1 is included in documents sent or given by LandStar, Inc. (the “Registrant”) to participants in
the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
Item
2.
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Registrant
Information and Employee Plan Annual Information.
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The
written statement required by Item 2 is included in documents sent or given by the Registrant to participants in the plan covered
by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation
of Documents by Reference.
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The
following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”)
are incorporated herein by reference:
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a)
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31,
2018, filed with the Commission pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) on April 12, 2019;
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b)
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The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019,
filed with the Commission pursuant to Section 13(a) of the Exchange Act on May 15, 2019;
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c)
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The
Registrant’s Current Reports on Form 8-K, filed with the Commission pursuant to
Section 13(a) of the Exchange Act on February 11, 2019, February 26, 2019, April 19,
2019, May 1, 2019 (Item 5.02) and May 20, 2019;
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d)
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The
description of the Registrant’s common stock contained in the Registrant’s
Form 10/A Amendment No. 1, filed with the Commission pursuant to the Exchange Act on
April 24, 2019, and any amendment or report filed for the purpose of updating such description.
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All
documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this Registration
Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. In no event, however, will any of the information, including
exhibits, that the Registrant discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from
time to time, furnished to the Commission, be incorporated by reference into or otherwise become a part of this Registration Statement.
Any
statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated
by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute
a part hereof except as so modified or superseded.
Item
4.
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Description
of Securities.
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Not
applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item
5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification
of Directors and Officers.
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Under
our Bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation,
or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability,
and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred
or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in
any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit,
or proceeding must be paid by the Registrant as they are incurred and in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification
shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under
any bylaw, agreement, vote of shareholders, provision of law, or otherwise.
Without
limiting the application of the foregoing, our board of directors may adopt bylaws from time to time with respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Registrant
to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of another corporation, or as its representative in a partnership,
joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the Registrant would have the power to indemnify such person. The indemnification
provided shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit
of the heirs, executors and administrators of such person.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We
have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against
expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason
of the fact that the person is or was a director or officer of the Registrant or any of our affiliated enterprises. We have
an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under
the Securities Act, or otherwise.
Item
7.
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Exemption
From Registration Claimed.
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Not
applicable.
The
following exhibits are filed as part of this Registration Statement:
Exhibit
No.
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Description
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4.1
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Articles of Incorporation of LandStar, Inc., dated May 4, 1998 (incorporated by reference to Exhibit 3.(I) of Registrant’s Registration Statement on Form 10-SB (File No. 000-30542) filed with the Commission on January 4, 2000).
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4.2
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Amended and Restated Articles of Incorporation of LandStar, Inc., dated May 1, 2018 (incorporated by reference to Exhibit 3.2 of Registrant’s Registration Statement on Form 10-12G (File No. 000-30542) filed with the Commission on January 11, 2019).
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4.3
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Bylaws of LandStar, Inc. (incorporated by reference to Exhibit 1 of Registrant’s General Form for Registration of Securities of Small Business on Form 10-SB (File No. 000-30542) filed by the Registrant with the Commission on January 4, 2000.)
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4.4
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First Amendment to Bylaws of LandStar, Inc. (incorporated by reference to Exhibit 3.1 of Registrant’s Current Report on Form 8-K (File No. 000-30542) filed with the Commission on May 20, 2019).
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4.5
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Certificate of Designation for Preferred Series A Stock of the Registrant, dated May 28, 2008 (incorporated by reference to Exhibit 3.3 of Registrant’s Registration Statement on Form 10-12G (File No. 000-30542) filed with the Commission on January 11, 2019).
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4.6
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Amendment to Certificate of Designation for Preferred Series A Stock of the Company, dated April 27, 2018 (incorporated by reference to Exhibit 3.4 of Registrant’s Registration Statement on Form 10-12G (File No. 000-30542) filed with the Commission on January 11, 2019).
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5.1
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Opinion of Nelson Mullins Riley & Scarborough LLP.
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23.1
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Consent of Thayer O’Neal Company, LLC, Independent Registered Certified Public Accounting Firm.
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23.2
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Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
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99.1
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LandStar, Inc. 2019 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Current Report on Form 8-K (File No. 000-30542) filed with the Commission on May 20, 2019).
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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 this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement;
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(iii)
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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;
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provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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.
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(2)
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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.
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(3)
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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.
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(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 the 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.
(h)
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 Commission 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.
[THE
NEXT PAGE IS THE SIGNATURE PAGE]
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 Morrisville, State of North Carolina, on the 20
th
day
of May, 2019.
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LandStar, Inc.
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By:
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/s/
Jason Remillard
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Jason
Remillard
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President
and Chief Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Jason Remillard his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature
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Capacity
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Date
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/s/
Jason Remillard
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Chairman
of the Board, President
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May
20, 2019
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Jason
Remillard
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and Chief Executive Officer
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/s/
Steven Dawson
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Chief
Financial Officer
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May
20, 2019
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Steven
Dawson
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