Item
5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
See
Item 1.01 above.
Subsequent
to the execution and delivery of the Agreement, Mr. Vanderbilt and Ms. King appointed Brian Hart, 51 and Jesse Law, 40, as directors
to fill two of the three vacancies created by the Agreement, which shall become effective immediately upon compliance with securities
rules and regulations. Messrs. Hart and Law are both deemed to be independent directors and shall serve on the Company’s Audit
Committee.
Brian
Hart has over 25 years of experience in technology, communications, and policy, and is a founding partner of Hart Communications. He
has served as senior staff for a federal agency, three U.S. senators, publicly traded companies, and global consulting firms. He also
served on the board of directors of a privately held EMC testing and equipment company in Austin, Texas that is now a part of ESCO Technologies.
Hart
was a presidential appointee as the director of the Office of Media Relations for the Federal Communications Commission and was communications
director for Senator Roy Blunt of Missouri directing all strategic communications and public relations for the senator, the Senate Rules
Committee, as well as the presidential swearing in and inaugural address.
He
reorganized and led the Washington, DC office for H&R Block. While at Ketchum and Hill & Knowlton he consulted for Fortune 100
clients including HP, FedEx, IBM, Enron, and Verizon on public relations, crisis communications, restructuring, and government and public
affairs. Hart previously advised the commissioner of the Southeastern Conference during member expansion and the launch of the SEC Network.
His
work history comprises, over the past five plus years:
U.S.
Senator Roy Blunt, Vice Chairman, Senate Republican Conference, Communications Director, May 2015 – May 2017, Washington, DC
Federal
Communications Commission, Director of the Office of Media Relations, May 2017 – January 2021, Washington, DC; Clearance: Top Secret
Hart Communications, Founding Partner, Sept 2011 – April 2015, January 2021 – present, Alexandria, VA
The
Company’s Board has determined he is suited to serve as a director due to his longstanding business experience.
Jesse
Law is an accomplished senior executive with 17 years of professional experience, including 14 years of experience in banking and finance
and 13 years in bipartisan political and public policy operations. During his career, Mr. Law has developed expertise in strategic management,
corporate operations, staff development, and high-level stakeholder relations, including working with senior executives of Fortune 100
companies, senior administration officials, members of the United States Congress, and senior foreign diplomats. In addition, Mr. Law
is adept at building coalitions of diverse interests and coaching them towards mutually-acceptable solutions in high-stakes domestic
and international negotiations that have resulted in achieving exemplary success of key strategic organizational goals.
KAF
Consulting, self-employed 04/2016 - 1/2017, 10/2018 - Present
Export
Import Bank of the United States in various capacities as Senior Vice President, White House Liaison, Chief of Staff, and Chief Strategy
Officer January 2017 – September 2018, Washington, DC
Low
VA Rates, Loan Officer January 2019 – December 2020
The
Company’s Board has determined he is suited to serve as a director due to his longstanding business experience.
Related
Party Transactions
There
is no arrangement or understanding between either Board nominee and the Company. There are no family relationships between either nominee
and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company
within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning
of the Company’s last fiscal year, the Company has not engaged in any transaction in which either nominee had a direct or indirect
material interest within the meaning of Item 404(a) of Regulation S-K, except that Mr. Hart previously provided consulting services to
the Company earlier in 2022 pursuant to which he received $90,000 in compensation pursuant to which he has been paid in full before September
27, 2022. Mr. Hart is no longer providing consulting services to the Company as of that date and will not provide any such services so
long as he serves as director of the Company. Neither director nominee will receive any compensation from the Company except for Company
standard Board fees.