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EX-4.4 - FORM OF UNIT PURCHASE OPTION TO BE ISSUED TO EARLYBIRDCAPITAL, INC - Cambridge Capital Acquisition Corpfs12013a2ex4iv_cambridge.htm
EX-4.5 - WARRANT AGREEMENT - Cambridge Capital Acquisition Corpfs12013a2ex4v_cambridge.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Cambridge Capital Acquisition Corpfs12013a2ex4iii_cambridge.htm
EX-1.2 - MERGER AND ACQUISITION AGREEMENT - Cambridge Capital Acquisition Corpfs12013a2ex1ii_cambridge.htm
EX-1.1 - UNDERWRITING AGREEMENT - Cambridge Capital Acquisition Corpfs12013a2ex1i_cambridge.htm
As filed with the Securities and Exchange Commission on December 4, 2013
Registration No. 333-191868


UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
AMENDMENT NO. 2 TO
FORM S-1
 
REGISTRATION STATEMENT
 UNDER THE SECURITIES ACT OF 1933

 
CAMBRIDGE CAPITAL ACQUISITION CORPORATION
 
Delaware
   
6770
   
46-3774077
(State or other jurisdiction of incorporation or organization)
   
(Primary Standard Industrial Classification Code Number)
   
(I.R.S. Employer Identification Number)
  
525 South Flagler Drive, Suite 201
 West Palm Beach, FL 33401
 (561) 932-1600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 
Benjamin Gordon, Chief Executive Officer
 Cambridge Capital Acquisition Corporation
 525 South Flagler Drive, Suite 201
 West Palm Beach, FL 33401
 (561) 932-1600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 
Copies to:
 
David Alan Miller, Esq.
 Jeffrey M. Gallant, Esq.
 Graubard Miller
 The Chrysler Building
 405 Lexington Avenue
 New York, New York 10174
 (212) 818-8800
 (212) 818-8881—Facsimile
Douglas S. Ellenoff, Esq.
 Stuart Neuhauser, Esq.
 Ellenoff Grossman & Schole LLP
 1345 Avenue of the Americas, 11th Floor
 New York, New York 10105
 (212) 370-1300
 (212) 370-7889—Facsimile
  
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.   o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
   
Accelerated filer o
Non-accelerated filer   x
(Do not check if a smaller reporting company)
   
Smaller reporting company o
  
 
 

 

CALCULATION OF REGISTRATION FEE
 
Title of each Class of Security being registered
 
Amount being
 Registered
   
Proposed
 Maximum
 Offering Price
 Per Security (1)
   
Proposed
 Maximum
 Aggregate Offering
 Price (1)
   
Amount of
 Registration Fee
Units, each consisting of one share of Common Stock, $.0001 par value, and one Warrant
 
8,050,000 Units(2)
   
  $
10.00
  
   
  $
80,500,000
  
   
  $
10,980.20
  
Shares of Common Stock, $.0001 par value, included as part of the Units
 
8,050,000 Shares(2)
   
    
   
   
    
   
   
    
(3)  
Warrants included as part of the Units
 
8,050,000 Warrants(2)
   
    
   
   
    
   
   
    
(3)  
Shares of common stock underlying the Warrants included in the Units
 
8,050,000 Shares(4)
   
  $
11.50
  
   
  $
92,575,000
  
   
  $
12,627.23
  
Total
   
   
  
 
 
 
  $
173,075,000
  
 
$
23,607.43
(5)  
  
(1)  
Estimated solely for the purpose of calculating the registration fee.

(2)  
Includes 1,050,000 Units and 1,050,000 shares of Common Stock and 1,050,000 Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

(3)  
No fee pursuant to Rule 457(g).

(4)  
Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as a result of the anti-dilution provisions contained in the Warrants.

(5)  
The filing fee has been previously paid.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
Explanatory Note
 
This amendment is being filed solely to file certains exhibits to the Registration Statement.
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13. Other Expenses of Issuance and Distribution.
 
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
 
Initial Trustees’ fee
   
  $
500
(1)  
SEC registration fee
   
    
23,607
  
FINRA filing fee
   
    
26,461
  
Accounting fees and expenses
   
    
30,000
  
Nasdaq listing fees
   
    
50,000
  
Printing and engraving expenses
   
    
55,000
  
Directors & Officers liability insurance premiums
   
    
75,000
(2)  
Legal fees and expenses
   
    
250,000
  
Miscellaneous
   
    
64,432
(3)  
Total
   
  $
575,000
  
________

(1)  
In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company fees for acting as trustee, as transfer agent of the registrant’s shares of common stock, as warrant agent for the registrant’s warrants and as escrow agent.

(2)  
This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination.

(3)  
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

Item 14. Indemnification of Directors and Officers.
 
Our amended and restated certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.
 
Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.
 
“Section 145. Indemnification of officers, directors, employees and agents; insurance.
 
(a)  A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
 
 
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(b)  A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
 
(c)  To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
 
(d)  Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
 
(e)  Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
 
(f)  The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
 
(g)  A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such

 
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capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
 
(h)  For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
 
(i)  For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
 
(j)  The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, 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 a person.
 
(k)  The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, 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 of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the 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.
 
Paragraph B of Article Eighth of our amended and restated certificate of incorporation provides:
 
“The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.”
 
Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriters and the Underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

 
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Item 15. Recent Sales of Unregistered Securities.
 
(a)  
 
During the past three years, we sold the following shares of common stock without registration under the Securities Act:

Name
   
Number of
 Shares
Gordon Family 2007 Trust
   
    
1,610,000
  
Cambridge Capital LLC
   
    
402,500
  
  
All such shares were issued in October 2013 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to accredited investors. The shares issued to the individuals and entities above were sold for an aggregate offering price of $25,000 at an average purchase price of approximately $0.01 per share.
 
In addition, the Company’s sponsors and EarlyBirdCapital, Inc. have committed to purchase a mutually agreed upon number private units from us on a private placement basis simultaneously with the consummation of this offering. These purchases will take place on a private placement basis simultaneously with the consummation of our initial public offering. Our sponsors and EarlyBirdCapital, Inc. have also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from us at a price of $10.00 per unit an additional number of private units as may be mutually agreed upon. These issuances will be made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.
 
No underwriting discounts or commissions were paid with respect to such sales.
 
Item 16. Exhibits and Financial Statement Schedules.
 
(a)  
 
The following exhibits are filed as part of this Registration Statement:

Exhibit No.
 
Description
1.1
   
Form of Underwriting Agreement.
1.2
   
Form of Merger and Acquisition Agreement.
3.1
   
Certificate of Incorporation.*
3.2
   
Amended and Restated Certificate of incorporation.*
3.3
   
Bylaws.*
4.1
   
Specimen Unit Certificate.*
4.2
   
Specimen common stock Certificate.*
4.3
   
Specimen Warrant Certificate.
4.4
   
Form of Unit Purchase Option to be issued to EarlyBirdCapital, Inc.
4.5
   
Form of Warrant Agreement among the Registrant and Continental Stock Transfer & Trust Company.
5.1
   
Opinion of Graubard Miller.*
10.1
   
Form of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the Registrant’s Officers, Directors and Sponsors.*
10.2
   
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3
   
Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.*
10.4
   
Form of Letter Agreement between Cambridge Capital LLC and Registrant regarding administrative support.*
10.5
   
Promissory Note issued to Cambridge Capital LLC.*

 
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Exhibit No.
   
Description
10.6
   
Form of Registration Rights Agreement among the Registrant and the Sponsors and EarlyBirdCapital, Inc.*
10.7
   
Form of Subscription Agreements among the Registrant, Graubard Miller and the Purchasers of Private Units.*
14
   
Code of Ethics.*
23.1
   
Consent of Marcum LLP.*
23.2
   
Consent of Graubard Miller (included in Exhibit 5.1).*
24
   
Power of Attorney (included on signature page of this Registration Statement).
99.1
   
Form of Audit Committee Charter.*
99.2
   
Form of Nominating Committee Charter.*
________
 
*
Previously filed.

Item 17. Undertakings.
 
(a)   The undersigned registrant hereby undertakes:
 
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i.  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
ii.  To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
iii.  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.
 
(2)  That, for the purpose of determining any liability under the Securities Act of 1933, 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.
 
(3)  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.
 
(4)  That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
i.  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 
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ii.  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
iv.  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
(5)  That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(b)   The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
 
(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
 
(d)   The undersigned registrant hereby undertakes that:
 
(1)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
(2)  For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in West Palm Beach, Florida, on the   4  th  day of December, 2013.
 
 
CAMBRIDGE CAPITAL ACQUISITION CORPORATION
   
 
By:
/s/ Benjamin Gordon
 
Name:
Benjamin Gordon
 
Title:
Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benjamin Gordon his true and lawful attorney-in-fact, 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, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
 
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.
 
Name
 
Position
   
Date
         
/s/ Benjamin Gordon
   
Chief Executive Officer (Principal executive officer), Secretary, Treasurer and Director
   
December 4, 2013
Benjamin Gordon        
         
   
President, Chief Financial Officer (Principal financial and accounting officer) and Director
   
December 4, 2013
Mitchell Gordon        
         
*
   
Director
   
December 4, 2013
Michael Durham        
         
*
   
Director
   
December 4, 2013
Nathan Gantcher        
         
*
   
Director
   
December 4, 2013
Scott Laurans
       
         
         
* By Ben Gordon, Power of Attorney    
  

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