UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ISUN, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
465246106
(CUSIP Number)
Jeffrey Peck, 400 Avenue D, Suite 10, Williston, VT 05495 (802) 658-3378
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 9, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Item 1.
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Security and Issuer
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The securities covered by this Schedule 13D are shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of iSun, Inc. formerly known as The Peck Company Holdings, Inc., a
Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 400 Avenue D, Suite 10, Williston, Vermont 05495.
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Item 2.
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Identity and Background
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(a), (f) This statement is being filed on behalf of:
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(i)
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Jeffrey Peck, a citizen of the United States of America;
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(ii)
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Veroma, LLC, a New York limited liability company (“Veroma”)
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(iii)
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Michael d’Amato, a citizen of the United States of America;
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(iv)
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Roger G. Branton, a citizen of the United States of America;
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(v)
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Branton Partners, LLC, a Delaware limited liability company (“Branton Partners”);
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(vi)
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Richard L. Mooers, a citizen of the United States of America;
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(vii)
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Mooers Partners, LLC, a Delaware limited liability company (“Mooers Partners”);
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(viii)
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Corundum AB, a Swedish limited company (“Corundum”);
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(ix)
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Sassoon M. Peress, a citizen of Canada;
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(x)
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Duane Peterson, a citizen of the United States of America;
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(xi)
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James Moore, a citizen of the United States of America;
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(xii)
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Jeffrey Irish, a citizen of the United States of America; and
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| (xiii) |
John Sullivan , a citizen of the United States of America; and
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| (xiv) |
John P. Comeau, a citizen of the United States of America (together with Jeffrey Peck, Veroma, Michael d’Amato, Roger G. Branton, Branton Partners, Richard L. Mooers, Mooers Partners, Corundum AB, Sassoon Peress, Duane Peterson, James
Moore, Jeffrey Irish, John Sullivan, and John P. Comeau, the “Reporting Persons”)
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Each of Jeffrey Peck, Veroma, LLC, Michael d’Amato, Roger G. Branton, Branton Partners, LLC, Richard L. Mooers, Mooers Partners, LLC, and Corundum AB have entered into a
Joint Filing Agreement, dated as of July 1, 2019, a copy of which is incorporated herein by reference as Exhibit 5. Each of John Sullivan, and Sassoon M. Peress entered into a Joint Filing Agreement, dated as of February 16, 2021, copies of which
are incorporated herein as Exhibits 15, and 6, respectively. Each of Duane Peterson, John P. Comeau, Jeffrey Irish, and James Moore have entered into a Joint Filing Agreement, dated as of February 28, 2022, copies of which are incorporated herein
as Exhibits 9, 14, 11, and 10 respectively.
| (b) |
The business address of Jeffrey Peck is 400 Avenue D, Suite 10, Williston, VT 05495.
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The business address of each of Veroma and Michael d’Amato is 208 Midwood Street, Brooklyn, NY 11225.
The business address of each of Roger G. Branton, Branton Partners, Richard L. Mooers and Mooers Partners is 240 South Pineapple Ave., Suite 701,
Sarasota, FL 34236.
The business address of Corundum is Box 57, 182 05 Djursholm, Stockholms län.
The business address of Sassoon M. Peress is 400 Avenue D, Suite 10, Williston, VT 05495.
The business address of each of Duane Peterson and James Moore is 442 US Route 2, Waterbury, VT 05676.
The business address of Jeffrey Irish is 5 Bollenbecker Road, Rhinebeck, NY 12572.
The business address of John Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.
The business address of John P. Comeau is 2 ½ Joseph Street, Derry, NH 03038.
| (c) |
Jeffrey Peck is the Chief Executive Officer of the Issuer and a member of the Issuer’s Board of Directors. The business address of the Issuer is 400 Avenue D, Suite 10, Williston, VT 05495.
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Michael d’Amato is Chief Strategy Officer of the Issuer and a Managing Member of Veroma. Veroma’s principal business is to business development consulting. Michael d’Amato, as President of Veroma,
may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Veroma.
John Sullivan is Chief Financial Officer of the Issuer. The business address of Mr. Sullivan is 400 Avenue D, Suite 10, Williston, VT 05495.
Roger G. Branton is the Managing Member of Branton Partners. The principal business of Branton Partners is investment management. Roger G. Branton, as Managing Member of
Branton Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Branton Partners.
Richard L. Mooers is the Managing Member of Mooers Partners. The principal business of Mooers Partners is investment management. Richard L. Mooers, as Managing Member of Mooers
Partners, may be deemed to have the shared power to dispose or direct the disposition of the shares of Common Stock of the Issuer that are directly held by Mooers Partners.
Corundum’s principal business is investment management.
Duane Peterson is Co-President of SolarCommunities, Inc. (“SolarCommunities, Inc.”), a Vermont benefit corporation and a wholly-owned subsidiary of iSun
Residential, Inc., a Delaware corporation, which is a wholly-owned subsidiary of the Issuer. The business address of Mr. Peterson is 442 US Route 2, Waterbury, VT 05676.
James Moore is Co-President of SolarCommunities, Inc. The business address of Mr. Moore is 442 US Route 2, Waterbury, VT 05676.
Jeffrey Irish is a Vice President of SolarCommunities, Inc. The business address of Mr. Irish is 5 Bollenbecker Road, Rhinebeck, NY 12572.
John P. Comeau is the General Manager of Liberty Electric, Inc., a New Hampshire corporation and a wholly-owned subsidiary of iSun Industrial, LLC, a
Delaware limited liability company and a wholly-owned subsidiary of the Issuer. Mr. Comeau’s business address is 2 ½ Joseph Street, Derry, NH 03038.
| (d) |
None of the Reporting Person have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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| (e) |
None of the Reporting Person have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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As reported on Schedule 13D filed on June 20, 2019 (the “Closing Date”), the Issuer consummated the previously announced business combination (the “Business Combination”) pursuant to a Share
Exchange Agreement, dated as of February 26, 2019 (the “Exchange Agreement”), by and among the Issuer, Peck Electric and Peck Electric’s stockholders (the “Stockholders”). In connection with the closing of the Business Combination (the “Closing”),
the Issuer changed its name from “Jensyn Acquisition Corp.” to “The Peck Company Holdings, Inc.” “Jensyn” refers to the Registrant prior to the Closing. In connection with the Closing, Jensyn issued 3,234,501 shares of Jensyn’s Common Stock to the
Stockholders in exchange for all of the equity securities of Peck Electric, and Peck Electric became a wholly-owned subsidiary of the Issuer. In this regard, the following Reporting Persons received the following number of shares of Common Stock in
consideration for their equity securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335,976 shares of Common Stock; (d) Branton
Partners received 335,976 shares of Common Stock; and (e) Corundum received 90,660 shares of Common Stock.
The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 1, 2019, which was attached to the Schedule 13D as Exhibit 1 and incorporated herein by reference.
On January 19, 2021 the Issuer changed its name of iSun, Inc.
On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “iSun Merger Agreement’) with Peck Mercury, Inc., iSun Energy, LLC, and Sassoon M. Peress.
Pursuant to the iSun Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing. Mr. Peress has executed an Irrevocable Proxy in favor of Mr.
Peck with respect to such shares of Common Stock.
Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000
shares of Common. Mr. Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the iSun Merger Agreement is qualified in its entirety by reference to the iSun Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 25, 2021, incorporated herein by reference.
On January 4, 2021 the Board of Directors of the Issued approve a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck, Sullivan and d’Amato. The
shares of Common Stock are subject to vesting. As of the date of this Amendment No. 2 the shares of Common Stock have vested in the following amounts: Mr. Peck – 54,666, Mr. Sullivan – 28,000, and Mr. d’Amato – 37,332.
On October 1, 2021, iSun Residential Merger Sub, Inc., a wholly-owned subsidiary of iSun Residential, merged with and into SolarCommunities, Inc. pursuant to the terms of an Agreement and Plan of
Merger by and among the Issuer, iSun Residential, iSun Residential Merger Sub, Inc., SolarCommunities, Inc, and Duane Peterson, James Moore, and Jeffrey Irish (the “SunCommon Merger Agreement”). Pursuant to the SunCommon Merger Agreement, each of
Messrs. Peterson, Moore and Irish were issued 469,394, 469,394, and 228,001 shares of Common Stock, respectively, at Closing. Each of Messrs. Peterson, Moore and Irish has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such
shares of Common Stock.
The foregoing summary of the SunCommon Merger Agreement is qualified in its entirety by reference to the SunCommon Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2021, incorporated herein by reference.
On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and
John P. Comeau (“Comeau”) after obtaining required consents, released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the
Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.
On January 24, 2022 the Board of Directors of the Issued approve a grant of shares of Common Stock and Non-Qualified Stock Options to Messrs. Peck, Sullivan and d’Amato.
The shares of Common Stock are subject to vesting. As of the date of this Amendment No. 2 the shares of Common Stock have vested in the following amounts: Mr. Peck – 16,667, Mr. Sullivan – 16,667, and Mr. d’Amato – 16,667.
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Item 4.
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Purpose of Transaction
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Jeffrey Peck, Veroma, Mooers Partners, Branton Partners, and Corundum previously held shares of capital stock in Peck Electric and received the shares of Common Stock as consideration from the
Issuer pursuant to the terms of the above described Exchange Agreement in connection with the Business Combination.
Mr. Peress received the shares of Common Stock as consideration from the Issuer pursuant to the above described iSun Merger Agreement.
Messrs. Peterson, Moore, and Irish received the shares of Common Stock as consideration from the Issuer pursuant to the above described SunCommon Merger Agreement.
Mr. Comeau received the shares of Common Stock as consideration from the Issuer pursuant to the above described Liberty Asset Purchase Agreement.
Mr. Peck and Mr. d’Amato received the shares of Common Stock and Non-Qualified Stock Options from the Issuer pursuant to the Issuer’s 2020 Equity Incentive Plan.
Jeffrey Peck intends to participate in and influence the affairs of the Issuer through his positions as Chief Executive Officer of the Issuer and a member of its Board of Directors through his
voting rights with respect to ownership of the Common Stock of the Issuer.
Subject to applicable legal requirements, the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their
evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities,
other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their
securities of the Issuer at any time. The Reporting Persons reserve the right to increase or decrease their holdings on such terms and at such times as they may decide.
Other than as described above, the Reporting Persons do not have any plan or proposal relating to or that would result in:
| (a) |
the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;
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| (b) |
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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| (c) |
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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| (d) |
any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of
Directors of the Issuer;
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| (e) |
any material change in the present capitalization or dividend policy of the Issuer;
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| (f) |
any other material change in the Issuer’s business or corporate structure;
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| (g) |
any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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| (h) |
a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities
association;
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| (i) |
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
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| (j) |
any action similar to those enumerated above.
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Item5.
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Interest in Securities of the Issuer
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(a) — (b)
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(b)
Number of Shares as to which the person has:
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Name
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(a)
Amount
Beneficially
Owned
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(a)
Percent
of Class*
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Sole Power to
Vote or to
Direct the
Vote
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Shared
Power to
Vote or to
Direct the
Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power
to
Dispose or to
Direct the
Disposition of
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Jeffrey Peck
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4,445,834
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33.20
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%
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4,445,834
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0
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1,405,497
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0
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* Based on 13,391,288 shares of Common Stock outstanding as of March 8, 2022 – as reported by the Issuer’s transfer agent.
| (c) |
Except for the transactions described in Items 3, 4, 5 or 6 of this Schedule 13D, which are incorporated by reference into this Item5(c), during the last sixty days there were no transactions with respect to
the Common Stock effected by the Reporting Person.
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| (d) |
No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed herein.
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| (e) |
Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Pursuant to the Exchange Agreement described further under Item 4, the following Reporting Persons received the following number of shares of Common Stock in consideration for their equity
securities of Peck Electric: (a) Jeffrey Peck received 1,406,974 shares of Common Stock; (b) Veroma received 213,318 shares of Common Stock; (c) Mooers Partners received 335, 976 shares of Common Stock; (d) Branton Partners received 335,976 shares
of Common Stock; and (e) Corundum received 90,660 shares of Common Stock. The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 2.2 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019, attached hereto as Exhibit 1 and incorporated herein by reference.
On June 20, 2019, Veroma, Mooers Partners, Branton Partners, and Corundum (the “Key Holders”) entered into a voting agreement with Jeffrey Peck and the Issuer (the “Voting Agreement”). Pursuant
to the terms of the Voting Agreement, the Key Holders transferred to Jeffrey Peck all of the voting power they otherwise would have as a result of their ownership of shares of Common Stock of the Issuer. The foregoing summary of the Voting
Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of whichis incorporated by reference as Exhibit 2.
On January 19, 2021, the Issuer entered into an Agreement and Plan of Merger and Reorganization (the “iSun Merger Agreement’), incorporated by reference as Exhibit 3, with Peck Mercury, Inc.,
iSun Energy, LLC, and Sassoon M. Peress. Pursuant to the Merger Agreement, Mr. Peress was issued shares of Common Stock, Warrants and other consideration. Mr. Peress was issued 200,000 shares of Common Stock at Closing. Mr. Peress has executed
an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock, attached hereto as Exhibit 4.
Pursuant to the iSun Merger Agreement, Mr. Peress was issued a Warrant to acquire 100,000 shares of Common Stock. Mr. Peress exercised such Warrant on February 8, 2021 and was issued 100,000 shares of Common. Mr.
Peress has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
On October 1, 2021, iSun Residential Merger Sub, Inc., a wholly-owned subsidiary of iSun Residential, merged with and into SolarCommunities, Inc. pursuant to the terms of an Agreement and Plan of
Merger by and among the Issuer, iSun Residential, iSun Residential Merger Sub, Inc., SolarCommunities, Inc, and Duane Peterson, James Moore, and Jeffrey Irish (the “SunCommon Merger Agreement”). Pursuant to the SunCommon Merger Agreement, each of
Messrs. Peterson, Moore and Irish were issued 469,394, 469,394, and 228,001 shares of Common Stock, respectively, at Closing. Each of Messrs. Peterson, Moore and Irish has executed an Irrevocable Proxy in favor of Mr. Peck with respect to such
shares of Common Stock.
The foregoing summary of the SunCommon Merger Agreement is qualified in its entirety by reference to the SunCommon Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2021, incorporated herein by reference.
On November 18, 2021, John Stark Electric, Inc., a New Hampshire corporation (“JSI”) and wholly-owned subsidiary of the Issuer, Liberty Electric, Inc., a New Hampshire Corporation (“Liberty”) and
John P. Comeau (“Comeau”) after obtaining required consents released signature pages and closed an Asset Purchase Agreement (the “Liberty Asset Purchase Agreement”), pursuant to which JSI acquired all of the assets of Liberty. Pursuant to the
Liberty Asset Purchase Agreement, Mr. Comeau was issued 29,749 shares of Common Stock. Mr. Comeau executed an Irrevocable Proxy in favor of Mr. Peck with respect to such shares of Common Stock.
The foregoing summary of the Liberty Asset Purchase Agreement is qualified in its entirety by reference to the Liberty Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, incorporated herein by reference.
Other than as described in this Amendment No. 2 to Schedule 13D, to the best of the Reporting Person’s knowledge, there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
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Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).
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Voting Agreement dated June 20, 2019 by and among the Reporting Persons.(incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on June 27, 2019)
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2019)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress (incorporated by reference to Exhibit 7 to the Schedule 13D filed with the Securities and Exchange Commission on
February 19, 2021)
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and Duane Peterson.
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and James Moore.
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and Jeffrey Irish.
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Asset Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and John P. Comeau.
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| Exhibit 15 |
Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck andJohn Sullivan (incorporated by reference to Exhibit 8 to the Schedule 13D filed with the Securities and Exchange Commission on February
19, 2021)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: March 9, 2022
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/s/ Jeffrey Peck
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Jeffrey Peck, individually
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VEROMA, LLC
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By:
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/s/ Michael d’Amato
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Name:Michael d’Amato
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Title: Managing Member
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/s/ Michael d’Amato
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Michael d’Amato, individually
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BRANTON PARTNERS, LLC
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By:
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/s/ Roger G. Branton
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Name: Roger G. Branton
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Title: Managing Member
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/s/ Roger G. Branton
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Roger G. Branton, individually
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MOOERS PARTNERS, LLC
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By:
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/s/ Richard L. Mooers
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Name: Richard L. Mooers
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Title: Managing Member
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/s/ Richard L. Mooers
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Richard L. Mooers, individually
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CORUNDUM AB
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By:
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/s/ Mats Wennberg
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Name:Mats Wennberg
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Title: Authorized Person
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/s/ John Sullivan
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John Sullivan, individually
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/s/ John P. Comeau
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John P. Comeau, individually
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/s/ Sassoon M. Peress
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Sassoon M. Peress, individually
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/s/ Duane Peterson
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Duane Peterson, individually
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/s/ James Moore
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James Moore, individually
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/s/ Jeffrey Irish
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Jeffrey Irish, individually
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/s/ John P. Comeau
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John P. Comeau, individually
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EXHIBIT INDEX
| Exhibit | Description | |
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Form of Exchange Agreement (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2019).
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Voting Agreement dated June 20, 2019 by and among the Reporting Persons.(incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on June 27, 2019)
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of July 1, 2019 among certain of the Reporting Persons (incorporated by reference to Exhibit 3 to the Schedule 13D filed with the Securities and Exchange Commission on July 2,
2019)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck and Sassoon M. Peress (incorporated by reference to Exhibit 7 to the Schedule 13D filed with the Securities and Exchange Commission on
February 19, 2021)
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Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 13, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and Duane Peterson.
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and James Moore.
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and Jeffrey Irish.
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Asset Purchase Agreement (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Irrevocable Proxy (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 19, 2021)
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Agreement as to Joint Filing of Schedule 13D, dated as of February 28, 2022 between Jeffrey Peck and John P. Comeau.
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| Exhibit 15 |
Agreement as to Joint Filing of Schedule 13D, dated as of February 16, 2021 between Jeffrey Peck andJohn Sullivan (incorporated by reference to Exhibit 8 to the Schedule 13D filed with the Securities and Exchange Commission on February
19, 2021)
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