Fillable Form 1: NYSE American Special Entity Interim Corporate (The New York Stock Exchange)

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Form 1: NYSE American Special Entity Interim Corporate (The New York Stock Exchange)

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The Form 1: NYSE American Special Entity Interim Corporate (The New York Stock Exchange) form is 3 pages long and contains:

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1
NYSE American Special Entity Interim Corporate Governance Affirmation
Issuer:
Symbol:
Notice of Non-compliance: Yes
1
No
NOTE: This form is to be used by an issuer that has only debt or preferred securities listed on the NYSE American
or by asset-backed issuers, other passive business organizations (such as royalty trusts), or derivatives and special
purpose securities listed on the NYSE American. Pursuant to Section 801(c) and 801(g), these issuers are subject
solely to the requirements of Sections 803 to the extent required by Rule 10A-3 under the Securities Exchange Act of
1934 and 810(b) and 810(c).
Part I.
INSTRUCTIONS: Please provide the following information for each board member currently serving on the Issuer’s
audit committee. Please indicate each audit committee member that has been deemed independent for purposes of
Rule 10A-3 (“Rule 10A-3”) of the Securities Exchange Act of 1934 (the “Exchange Act”).
AUDIT COMMITTEE DETAILS:
Name of Audit Committee Member
Rule 10A-3
Independent (Y/N)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
1
If this document is serving as a non-compliance notification to the Exchange it must be executed by the Issuer’s CEO.
2
Please provide the following information, if applicable, for each newly added or newly independent director identified
in the chart above. Alternatively, a reference to the location of the disclosure in the Issuer’s public U.S. Securities and
Exchange Commission (“SEC”) filings can be provided.
Brief biography.
Share ownership in the Issuer.
Brief description of any direct or indirect consulting, advisory, or other compensatory fee arrangement with
the Issuer or any of its subsidiaries as specified in Rule 10A-3(b)(ii)(A).
Indication of whether the audit committee member is an affiliated person of the Issuer or any of its
subsidiaries as specified in Rule 10A-3(b)(ii)(B).
Part II.
INSTRUCTIONS: Please check only one box that best describes the Issuer:
Is an issuer that has only debt listed
Is an issuer that has only preferred securities listed
Is an asset-backed issuer
Is an other passive business organization (such as a royalty trust)
Is an issuer of derivatives and/or special purpose securities
3
Part III.
INSTRUCTIONS: Please check the box next to the appropriate event(s) applicable to the Issuer and include any
relevant explanatory notes in the box below:
The Issuer hereby notifies the Exchange that, as of ___________________________, the following event has
occurred:
An audit committee member who was deemed independent is no longer independent.
A member has been added to the audit committee.
The Issuer or a member of its audit committee is eligible to rely on and is choosing to rely on a Rule 10A-3
exemption. (Appendix A provides a brief description of Rule 10A-3 exemptions.)
The Issuer or a member of its audit committee is no longer eligible to rely on or is choosing to no longer rely
on a previously applicable Rule 10A-3 exemption.
A member has been removed from the Issuer’s audit committee resulting in the Issuer no longer having a
Rule 10A-3 compliant audit committee.
Part IV.
INSTRUCTIONS:
If the Issuer is non-compliant as a result of one of the affirmations in Part III or is non-compliant with Part 8 of
the Company Guide for any other reason, please check this box and include the reason below.
I am an authorized officer at the Issuer and have the legal authority to provide the information and make the
affirmations contained herein. I hereby certify that all information contained herein is true and correct to the best of
my knowledge as of the date hereof.
Name:
Title:
Date submitted:
Telephone number:
E-mail address:
Signature: /s/
4
Appendix A:
Rule 10A-3 exemptions for a special entity
2
:
Rule 10A-3(b)(1)(iv)(A) – This provision provides a transitional exemption for an issuer listing in connection with an
initial public offering of securities.
3
Rule 10A-3(b)(1)(iv)(B) – This provision provides an exemption to allow an otherwise independent director who
serves on the board of directors of both a listed issuer and an affiliate to serve on the audit committee of the listed
issuer.
4
Rule 10A-3(b)(1)(iv)(F) – This provision provides that the U.S. Securities and Exchange Commission may grant a
director an exemption from the independence requirements of Rule 10A-3.
3
Rule 10A-3(c)(1) – This provision provides a general exemption from the requirement to have an audit committee
where the issuer is listing securities but satisfies the requirements of Rule 10A-3 with respect to another class of
securities already listed on a national securities exchange or national securities association.
4
Rule 10A-3(c)(2) – This provision provides a general exemption from the requirement to have an audit committee for
subsidiaries that are listed on a national securities exchange or market where the subsidiary’s parent company
satisfies the requirements of Rule 10A-3 with respect to a class of equity securities already listed on a national
securities exchange or market and the subsidiary:
is directly or indirectly consolidated by the parent; or
is at least 50% beneficially owned.
This exemption does not apply to a subsidiary that has issued equity securities, other than non-convertible, non-
participating preferred securities.
4
2
This summary of the provisions of Rule 10A-3 is provided for convenience only. It is not a verbatim statement of those rules and
is intended solely to assist in understanding potential exemptions. This summary should not under any circumstances be relied
upon as an authoritative statement of Rule 10A-3.
3
An issuer is required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
4
An issuer is not required to disclose reliance on this exemption in its annual report filed with the U.S. Securities and Exchange
Commission.
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Form 1: NYSE American Special Entity Interim Corporate (The New York Stock Exchange)

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Completed 26 March 2021

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