agm meeting excerpt, re: Strauss: "The OpCo board, consisting of Charlie Kershaw, Chase Begor, and me, voted 2-1 on October 13 against
filing suit against Falcon. The two Falcon appointees voted against filing the suit and I voted for filing the
suit. One of those directors has conceded a personal financial interest in Falcon1. The same two directors
abruptly voted 2-1 (I was against) to name Daniel Strauss (Falcon-appointed board member at the parent
company) OpCo’s sole officer shortly before this vote.
Then, on October 25, 2023, Charlie Kershaw introduced a motion to verify the Loan Agreement between
Falcon and OpCo is “valid” and “enforceable” in exchange for de minimis consideration. The vote
passed 2-1, with Chase Begor voting with Charlie, and I voting against. OpCo’s articles of incorporation
require a shareholder vote for any affiliate transaction, and any transaction worth over $1 million, which
HoldCo believes this was. To be clear, the company believes it has claims related to the Loan Agreement
valued in excess of $1 million, which theories I shared with the full board. Nonetheless, the two Falcon-
appointed directors voted to affirm that the Loan Agreement is “valid” and “enforceable,” apparently
intending to waive any claims pertaining to the Loan Agreement. As sole officer, Daniel Strauss notified
Falcon in writing that Falcon is released from these claims without receiving shareholder approval. I
subsequently reminded him of his obligation to obtain shareholder approval for any affiliate transaction
and any transaction worth over $1 million. But, to date, he has not taken any action in this regard. The
Corporation anticipates filing suit against Falcon, Daniel Strauss, Charlie Kershaw, and Chase Begor in
the Delaware Chancery court regarding these and other matters.
I’m confident the board slate we recommend will protect the Company if you elect them.
Moving Forward
The Company has a staggered board. At this meeting, shareholders will vote on six of the Company’s
seven board seats. (My term lasts until 2024.) Daniel Strauss and Blake Jones were previously specified
by Falcon, and by the Company, respectively, as part of Falcon’s investment in 2021. The Company’s
board provided the other four nominees. Three of them have served on this board with me since before
our former subsidiary bank’s failure. The fourth, Matt Elsom, has been a key executive at the company
since emergence from bankruptcy. We will also vote on OpCo’s board. Consistent with Falcon contracts
and the board’s wishes, that slate is Daniel Strauss, Matt Elsom, and me.
"
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