arcee-ai/sec-data-full · Datasets at Hugging Face

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Investment Group LLC, a publicly-traded New York-based private investment firm. Prior to that, Mr. Froning was the Chief Investment
Officer and Executive Vice President of Brookdale Senior Living Inc., a publicly-traded affiliate of Fortress Investment Group LLC, from
2005 to 2008. Previously, Mr. Froning held senior investment positions at the private equity investment arms of Lazard Group LLC
and Security Capital Group, prior to its acquisition by GE Capital Corp., in addition to investment banking experience at Salomon Brothers,
prior to its acquisition by Travelers Group, and the securities subsidiary of Principal Financial Group. Mr. Froning also serves
on the board of directors of 1847 Goedeker. Mr. Froning has a B.A. degree from the University of Notre Dame. We believe Mr. Froning
is qualified to serve on our board of directors due to his twenty years of private equity, investment and advisory experience. Our
directors currently have terms which will end at our next annual meeting of the shareholders or until their successors are elected and
qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the board of directors. Pursuant
to our operating agreement, as holder of the allocation shares, our manager has the right to appoint one director to our board of directors
for every four members constituting the entire board of directors. Any such director will not be required to stand for election by the
shareholders. Ellery W. Roberts is the designated director of our manager. Otherwise, there is no arrangement or understanding between
any director or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer. Family
Relationships There
are no family relationships among any of our officers or directors. Involvement
in Certain Legal Proceedings To
the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten yea ● been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
traffic violations and other minor offences); ● had
any bankruptcy petition filed by or against the business or property of the person, or of
any partnership, corporation or business association of which he was a general partner or
executive officer, either at the time of the bankruptcy filing or within two years prior
to that time; ● been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction or federal or state authority, permanently or temporarily
enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,
securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
or to be associated with persons engaged in any such activity; ● been
found by a court of competent jurisdiction in a civil action or by the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been
the subject of, or a party to, any federal or state judicial or administrative order, judgment,
decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement
of a civil proceeding among private litigants), relating to an alleged violation of any federal
or state securities or commodities law or regulation, any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or ● been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or persons associated with
a member. Governance
Structure Currently,
our Chief Executive Officer is also our Chairman. Our board believes that, at this time, having a combined Chief Executive Officer and
Chairman is the appropriate leadership structure for our company. In making this determination, the board considered, among other matters,
Mr. Robert’s experience and tenure of having founded our company in 2013, and believed that Mr. Roberts is highly qualified to
act as both Chairman and Chief Executive Officer due to his experience, knowledge, and personality. Among the benefits of a combined
Chief Executive Officer/Chairman considered by the board is that such structure promotes clearer leadership and direction for our company
and allows for a single, focused chain of command to execute our strategic initiatives and business plans. 98 The
Board’s Role in Risk Oversight The board of directors oversees that our assets
of are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted wisely
and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board’s
oversight of the various risks facing us. In this regard, our board seeks to understand and oversee critical business risks. Our board
does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. Our board
recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential
for us to be competitive on a global basis and to achieve its objectives. While
the board oversees risk management, company management is charged with managing risk. Management communicates routinely with the board
and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often
do, communicate directly with senior management. Our
board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration. Once the board
establishes committees, it is anticipated that much of the work will be delegated to such committees, which will meet regularly and report
back to the full board. It is anticipated that the audit committee will oversee risks related to our financial statements, the financial
reporting process, accounting and legal matters, that the compensation committee will evaluate the risks and rewards associated with
our compensation philosophy and programs, and that the nominating and corporate governance committee will evaluate risk associated with
management decisions and strategic direction. Material
Changes to Director Nomination Procedures There
have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since such procedures
were last disclosed. Code
of Ethics We
have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical
conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities
laws, and reporting of violations of the code. We
are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our
website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our
website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics. Section
16(a) Beneficial Ownership Reporting Compliance Section
16(a) of the Exchange Act requires our directors and executive officers and beneficial holders of more than 10% of our common shares
to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. We believe, based solely
on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for
the year ended December 31, 2021. 99 ITEM
11. EXECUTIVE COMPENSATION. Summary
Compensation Table - Years Ended December 31, 2021 and 2020 The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons
for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus
compensation in excess of $100,000. Name and
Principal Position Year Salary ($) Bonus ($) All
Other Compensation ($) Total ($) Ellery W. Roberts, 2021 - - 522,450 522,450 Chief Executive Officer (1) 2020 - - 304,678 304,678 Jay Amond, 2021 150,000 - 114,249 264,249 former Chief Financial Officer (2) 2020 - - - - (1) Ellery
W. Roberts, our Chief Executive Officer and our former Chief Financial Officer from inception
until January 14, 2021, is employed by our manager and is seconded to our company. Our manager,
and not our company, pays any compensation to Mr. Roberts who is seconded to us under the
management services agreement. We do not reimburse our manager for any compensation paid
to Mr. Roberts in his capacity as our Chief Executive Officer. We pay our manager a quarterly
management fee, and our manager may use the proceeds from the management fee, in part, to
pay compensation to Mr. Roberts. For the years ended December 31, 2021 and 2020, the management
fee expense for our manager amounted to $981,389 and $503,022, respectively. Mr. Roberts

Investment Group LLC, a publicly-traded New York-based private investment firm. Prior to that, Mr. Froning was the Chief Investment

Officer and Executive Vice President of Brookdale Senior Living Inc., a publicly-traded affiliate of Fortress Investment Group LLC, from

2005 to 2008. Previously, Mr. Froning held senior investment positions at the private equity investment arms of Lazard Group LLC

and Security Capital Group, prior to its acquisition by GE Capital Corp., in addition to investment banking experience at Salomon Brothers,

prior to its acquisition by Travelers Group, and the securities subsidiary of Principal Financial Group. Mr. Froning also serves

on the board of directors of 1847 Goedeker. Mr. Froning has a B.A. degree from the University of Notre Dame. We believe Mr. Froning

is qualified to serve on our board of directors due to his twenty years of private equity, investment and advisory experience. Our

directors currently have terms which will end at our next annual meeting of the shareholders or until their successors are elected and

qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the board of directors. Pursuant

to our operating agreement, as holder of the allocation shares, our manager has the right to appoint one director to our board of directors

for every four members constituting the entire board of directors. Any such director will not be required to stand for election by the

shareholders. Ellery W. Roberts is the designated director of our manager. Otherwise, there is no arrangement or understanding between

any director or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer. Family

Relationships There

are no family relationships among any of our officers or directors. Involvement

in Certain Legal Proceedings To

the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten yea ● been

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding

traffic violations and other minor offences); ● had

any bankruptcy petition filed by or against the business or property of the person, or of

any partnership, corporation or business association of which he was a general partner or

executive officer, either at the time of the bankruptcy filing or within two years prior

to that time; ● been

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or federal or state authority, permanently or temporarily

enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity; ● been

found by a court of competent jurisdiction in a civil action or by the Securities and Exchange

Commission or the Commodity Futures Trading Commission to have violated a federal or state

securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement

of a civil proceeding among private litigants), relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity; or ● been

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the

Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity

or organization that has disciplinary authority over its members or persons associated with

a member. Governance

Structure Currently,

our Chief Executive Officer is also our Chairman. Our board believes that, at this time, having a combined Chief Executive Officer and

Chairman is the appropriate leadership structure for our company. In making this determination, the board considered, among other matters,

Mr. Robert’s experience and tenure of having founded our company in 2013, and believed that Mr. Roberts is highly qualified to

act as both Chairman and Chief Executive Officer due to his experience, knowledge, and personality. Among the benefits of a combined

Chief Executive Officer/Chairman considered by the board is that such structure promotes clearer leadership and direction for our company

and allows for a single, focused chain of command to execute our strategic initiatives and business plans. 98 The

Board’s Role in Risk Oversight The board of directors oversees that our assets

of are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted wisely

and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board’s

oversight of the various risks facing us. In this regard, our board seeks to understand and oversee critical business risks. Our board

does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. Our board

recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential

for us to be competitive on a global basis and to achieve its objectives. While

the board oversees risk management, company management is charged with managing risk. Management communicates routinely with the board

and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often

do, communicate directly with senior management. Our

board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration. Once the board

establishes committees, it is anticipated that much of the work will be delegated to such committees, which will meet regularly and report

back to the full board. It is anticipated that the audit committee will oversee risks related to our financial statements, the financial

reporting process, accounting and legal matters, that the compensation committee will evaluate the risks and rewards associated with

our compensation philosophy and programs, and that the nominating and corporate governance committee will evaluate risk associated with

management decisions and strategic direction. Material

Changes to Director Nomination Procedures There

have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since such procedures

were last disclosed. Code

of Ethics We

have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer,

principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical

conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities

laws, and reporting of violations of the code. We

are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer,

principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our

website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our

website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics. Section

16(a) Beneficial Ownership Reporting Compliance Section

16(a) of the Exchange Act requires our directors and executive officers and beneficial holders of more than 10% of our common shares

to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. We believe, based solely

on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for

the year ended December 31, 2021. 99 ITEM

11. EXECUTIVE COMPENSATION. Summary

Compensation Table - Years Ended December 31, 2021 and 2020 The

following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons

for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus

compensation in excess of $100,000. Name and

Principal Position Year Salary ($) Bonus ($) All

Other Compensation ($) Total ($) Ellery W. Roberts, 2021 - - 522,450 522,450 Chief Executive Officer (1) 2020 - - 304,678 304,678 Jay Amond, 2021 150,000 - 114,249 264,249 former Chief Financial Officer (2) 2020 - - - - (1) Ellery

W. Roberts, our Chief Executive Officer and our former Chief Financial Officer from inception

until January 14, 2021, is employed by our manager and is seconded to our company. Our manager,

and not our company, pays any compensation to Mr. Roberts who is seconded to us under the

management services agreement. We do not reimburse our manager for any compensation paid

to Mr. Roberts in his capacity as our Chief Executive Officer. We pay our manager a quarterly

management fee, and our manager may use the proceeds from the management fee, in part, to

pay compensation to Mr. Roberts. For the years ended December 31, 2021 and 2020, the management

fee expense for our manager amounted to $981,389 and $503,022, respectively. Mr. Roberts