Form 3 - Initial statement of beneficial ownership of securities
18 September 2024 - 3:10AM
Edgar (US Regulatory)
EXHIBIT 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
KNOW ALL PERSONS BY THESE PRESENTS,
that the undersigned hereby makes, constitutes and appoints Steven J. Feder, Esq., General Counsel, and Timothy Fitsimmons, Chief Financial
Officer, of CompoSecure, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact
(the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the undersigned
and in the undersigned’s name, place and stead, in any and all capacities to:
1. prepare,
execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any
and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities
Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities
of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial
Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and
2. seek
or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the
Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
1. this
Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such
Attorney-in-Fact without independent verification of such information;
2. any
documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will
be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;
3. neither
the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements
of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability
of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
4. this
Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations
under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.
The undersigned hereby grants
to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to
be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby
ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority
of this Limited Power of Attorney.
This Limited Power of Attorney
shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s
holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Attorney-in-Fact.
This Limited Power of Attorney
shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.
[Signature appears on following page]
IN WITNESS WHEREOF, the undersigned has caused this
Limited Power of Attorney to be executed as of September 17, 2024.
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TUNGSTEN 2024 LLC |
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Signature: |
/s/ John D. Cote |
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Print Name: |
John D. Cote |
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Title: |
Manager |
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RESOLUTE COMPO HOLDINGS LLC, by TUNGSTEN 2024 LLC, its managing member |
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Signature: |
/s/ John D. Cote |
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Print Name: |
John D. Cote |
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Title: |
Manager |
[Signature Page to CompoSecure Section 16 Power
of Attorney]
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