Our officers, directors and director nominees are as follows: Name Age Title Joel Leonoff 57 Chief Executive Officer and Director Hillel Frankel 59 President, Secretary and Director Peter J.S. Smith 53 Chief Financial Officer Fraz Ahmed 37 Senior Vice President of Corporate and Business Development Michelle Ann Gitlitz 44 Director nominee Billy Goldstein 48 Director nominee Jay Itzkowitz 60 Director nominee Alok Sama 58 Director nominee Paul Wharshavsky 25 Director nominee Joel Leonoff has served as our Chief Executive Officer and Chairman of the Board of Directors since inception. Mr. Leonoff is Vice Chairman of Paysafe’s Board of Directors, a UK based global payments company. Mr. Leonoff has over 30 years’ experience building and managing multi-billion dollar rapid growth technology companies with a primary focus on the global electronic commerce and internet payment landscape having founded three high-tech companies. Mr. Leonoff was recognized as one of Canada’s Top 40 under 40. Mr. Leonoff has significant experience in mergers and acquisitions including the integration and management of the multiple merged enterprises. In 1995, Mr. Leonoff founded TotalNet Inc., then one of Canada’s leading independent internet service providers, serving as its Chief Operating Officer. In 1997, TotalNet was successfully sold and integrated into Mpact Immedia (TSX: IFM) and a global e-commerce solutions provider. He continued with Mpact, in the role as Executive Vice President, where he helped reorganize the company and eventually structure the merger with the Electronic Business Solutions unit of Bell Canada, creating a top-tier electronic commerce provider, later known as BCE Emergis (TSX: IFM). He assumed the position of Senior Vice President, Sport and Entertainment Division where he led the development and growth of the company’s fastest growing division. Mr. Leonoff later purchased the Sports and Entertainment division and founded Surefire Commerce Inc. (TSX: FIR), later re-named Terra Payments (TSX: TPI), where he served as Chief Operating Officer and Chief Financial Officer and eventually as a board member and chairman of the audit committee. In 2004, the company merged with Optimal Robotics Corp (Nasdaq: OPMR), to form Optimal Payments Inc. In 2006 and 2007, Mr. Leonoff served as Group Operations Director/Chief Operating Officer of Partygaming PLC (LSE: PRTY), a FTSE 100 company then regarded as a leading on-line gaming company. While at Partygaming, he was instrumental in completing the acquisition of Gamebookers (Bulgaria), an on-line sports betting business that served to diversify Partygaming’s offering. In 2008, Mr. Leonoff negotiated the repurchase of the Credit Card Not Present division of Optimal Payments Inc. (Nasdaq: OPMR) for approximately $6 million and assumed the leadership role of President and Chief Executive Officer. In 2011, he concluded the sale of the business to Neovia Inc (LSE: NEO) in the online payment space and assumed the role of President and Chief Executive Officer of the combined business. As Chief Executive Officer of the merged Optimal Payments, he led the strategy and execution of their business plan which included multiple business acquisitions including the purchase of Skrill Inc. in 2015. The merged entity, continuing under the name Paysafe Holdings (LON: PAYS), was admitted to the FTSE 250 listing in London. Following continued rapid growth, Paysafe was sold in a privatization transaction, in late 2017, to Blackstone and CVC Private Equity for approximately US$4 billion. Mr. Leonoff continued in the role as Chief Executive Officer of Paysafe during 2018 and the first half of 2019 and currently serves as Vice Chairman of the Board. On December 7, 2020, Foley Trasimene Acquisition Corp II (NYSE: BFT), a special purpose acquisition corporation, announced it had entered into a definitive agreement to consummate a business combination transaction with Paysafe for approximately US $9 billion, a valuation representing more than double the initial equity investment made by Blackstone Group Inc. (NYSE: BX) and CVC Capital Partners in 2017. In 1988, Mr. Leonoff founded Bizware Computer Systems Ltd, a vertical market software company focused in the Oil and Gas Sector. He sold the company in 1994 and assisted new ownership in the successful completion of its IPO on Nasdaq. Prior to this, from 1985 to 1988, he worked as a management consultant at Zittrer Siblin Ernst & Young where he developed his software development skills as a programmer and then eventually as a manager and software designer of various information systems across numerous industries. 104 Table of Contents Mr. Leonoff received a Bachelor of Commerce and Diploma in Public Accountancy from McGill University. Educated in the fields of accounting and management information systems at McGill University, We believe Mr. Leonoff’s extensive financial, operational, and transactional experience as well as his prior experience as a senior officer in multiple public companies make him well qualified to serve as Chairman of our board of directors. Hillel Frankel has served as our President and director since inception. Mr. Frankel has over 30 years experience in international mergers and acquisitions both as a professional and as an owner/operator; the latter resulting in his role as President and director of a public company. His initial experience as a public accountant and then as an attorney specializing in international mergers and acquisitions and taxation for an international Canadian law firm has provided the foundation for diverse business activities. During the past 25 years, he has also been a legal, financial and investment advisor to two high net worth families and been involved in numerous private and public investments. Since 2015, Mr. Frankel’s primary focus has been the negotiation, analysis and management of private and public investments, both for his own account and high net worth business associates. Since January 2011, Mr. Frankel has served as president of the Sonoma Group, an investment manager and family office. During 2013 and 2014, he served as Chief Financial Officer and Chief Operating Officer of Spector & Co, a North American distributor of promotional products. From 2003 to 2012, Mr. Frankel was President and Director of Madacy Entertainment and its subsidiary/successor entities, Sonoma Entertainment and Countdown Media. In particular, in 2003, he directed all aspects of the leveraged management buy-out of Madacy Entertainment Group from Handleman Company (NYSE: HDL) and assumed the role of President. In 2005, he led and managed the initial public offering and financing of the Madacy Entertainment Income Fund (TSX: MEG-UN), continued as its President and took on its investor relations responsibilities. In 2009, together with an institutional investor, he spearheaded the going private transaction of Madacy Entertainment Income Fund. In 2010, Mr. Frankel designed and implemented the leveraged spin-out and financing of Madacy’s fast-growing international music licensing business into a new entity, Countdown Media, and the spin-out of its mature brick-and-mortar business into a separate entity (Sonoma Entertainment). He then assumed the role of Chief Executive Officer of Countdown Media. In 2011, as Chief Executive Officer of Hamburg, Germany-based Countdown Media, he led an M&A process which culminated in the sale of the business to Bug Music prior to the latter’s sale of its combined business to BMG Rights Management. Mr. Frankel practiced law from 1988 to 1995 with Stikeman Elliott, a Canadian-based international law firm, specializing in international mergers and acquisitions and taxation. Mr. Frankel received a Bachelor of Commerce and Diploma in Public Accountancy from McGill University and received a Bachelor of Civil Law from McGill University Faculty of Law. We believe Mr. Frankel’s financial, legal, and transactional experience as well as his prior experience as a director and senior officer of a public company make him well qualified to serve on our board of directors. Peter J.S. Smith has served as our Chief Financial Officer since inception. From September 2018 to September 2020, Mr. Smith was Chief Financial Officer of Paysafe Group, a UK based global payments company. From September 2015 to September 2018, Mr. Smith was Chief Financial Officer of Evertec Inc, (NYSE: EVTC), a US public company delivering payments and financial technology solutions to Puerto Rico and Latin America. From May 2013 to May 2015, Mr. Smith was Chief Accounting Officer and Corporate Senior Vice President of Fidelity National Information Services, Inc. (NYSE: FIS) and from October 2009 to May 2013, he served as Senior Vice President and Segment Controller Payments. From 2008 to 2009, Mr. Smith served as Segment Chief Financial Officer of the Payments Solutions Group of Metavante Technologies, Inc. (NYSE: MV) and from 2005 to 2008, he held finance roles of increasing responsibility at Metavante Corporation. Prior to joining Metavante, Mr. Smith spent seven years in Silicon Valley and served as the worldwide sales controller of Openwave Systems Inc. (Nasdaq: OPWV), commencing in June 2002. Before this role, he worked for PricewaterhouseCoopers LLP in its San Jose, CA office. Mr. Smith received a Bachelor’s Degree in Economics from the University of Pennsylvania and a Master’s Degree in Taxation from San Jose State University. He is a Certified Public Accountant. We believe Mr. Smith’s financial accounting experience, particularly with financial technology companies, make him well qualified to serve as our Chief Financial Officer. Mohammad Fraz (“Fraz”) Ahmed will serve as our Senior Vice President of Corporate and Business Development as of the effective date of the registration statement of which this prospectus forms a part. From 2015 to 2020, Mr. Ahmed was at Cardtronics plc (Nasdaq: CATM), a financial technology company, where from 2015 to 2018 as a Director, Corporate Development he led and managed strategy and acquisitions and from 2018 to 2020 as 105 Table of Contents a Vice President, Business Development and Product Management he led and managed business development and innovative product initiatives. From 2008 to 2011, Mr. Ahmed was an Associate at Equifin Capital Partners; a private equity firm focused on the financial services, financial technology, and real estate sectors. From 2006 to 2008, he was an investment banker at Lazard Frères & Co. in New York. Mr. Ahmed began his career in 2005 at GE Capital as a member of the Financial Management Leadership Program. Mr. Ahmed received a Bachelor of Science in Electrical Engineering and Economics from Northwestern University and a Master of Business Administration degree in Finance and Management from The Wharton School at the University of Pennsylvania. Michelle Ann Gitlitz, Esq., will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Gitlitz has served as a partner at the law firm of Crowell & Moring LLP since September 2019 where she is the Global Head of the firm’s Blockchain and Digital Assets practice and a partner in the White Collar and Regulatory Enforcement and Corporate groups. From 2013 to September 2019, Ms. Gitlitz served as a partner at the law firm of Blank Rome LLP. An experienced regulatory lawyer and litigator, Ms. Gitlitz’s practice focuses on the legal and regulatory issues facing both emerging and established companies that invest in and incorporate blockchain technology and digital assets into their businesses. Ms. Gitlitz’s practice includes the handling of federal and state government regulatory inquiries and enforcement actions relating to financial services, securities, and disclosure issues. Ms. Gitlitz is a board member of the MIT Computational Law Report and a member of and contributor to the Wall Street Blockchain Alliance. Ms. Gitlitz is the founder and serves as president and director of Diversity in Blockchain, Inc., a non-profit organization committed to creating equal, open, and inclusive opportunities in the blockchain industry and the Art and Antiquities Blockchain Consortium, Inc., a non-profit organization committed to creating new ownership paradigms for ancient cultural artifacts by utilizing blockchain-based infrastructure. Ms. Gitlitz received a Bachelor of Science from Cornell University and a law degree from Brooklyn Law School. We believe Ms. Gitlitz’s extensive knowledge in the Fintech and regulatory space with a particular focus on blockchain and cryptocurrency and her participation in numerous forums focused on Fintech make her well qualified to serve on our board of directors. Billy Goldstein, will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Goldstein is managing director at CDX Advisors, a technology-powered investment banking advisory firm. Mr. Goldstein is also managing partner of Persevent Group LLC, a consulting firm he formed in 2014 focused on the technology, media, telecom and business services industries. From 2015 to 2019, Mr. Goldstein was executive vice president of strategy, corporate development and mergers and acquisitions at Sterling Infosystems Inc. (“Sterling”), a leading global provider of pre-employment background screening and verification technology and services. At Sterling, a Goldman Sachs portfolio company, Mr. Goldstein led and executed the growth strategy which included sourcing, performing due diligence, structuring, acquiring and integrating businesses that grew Sterling into the largest company in its industry globally. Mr. Goldstein was also responsible for leading two of the acquired businesses. From 2009 to 2013, Mr. Goldman was managing director at Macquarie Capital (USA) Inc. (ASX: MQG), where he was head of North American Telecom Investment Banking. From 1998 to 2009, Mr. Goldstein held various positions at The Goldman Sachs Group, Inc. (NYSE: GS) most recently as managing director in the Global Technology, Media and Telecom Group, where he was head of Wireless Tower sector, head of Global Satellite sector and co-head of Goldman’s firm-wide Hispanic/Latin Investment Banking Network. Mr. Goldstein serves as Senior Advisor at Star Mountain Capital, LLC, a specialized asset management firm, since 2014 and is a board member and vice president of the Children’s Brain Tumor Foundation. Mr. Goldstein received a Bachelor of Science in Engineering, with the highest distinction, in electrical engineering from the University of Pennsylvania and an MBA, with honors, from Harvard Business School. We believe Mr. Goldstein is qualified to be on our board of directors due to his extensive advisory, transactional, and principal investment experiences, as well as his experience sourcing, integrating and leading acquired businesses. Jay Itzkowitz, will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Itzkowitz has served as Executive Vice President and General Counsel of SD Malkin Properties, which operates Value Retail PLC and The Bicester Village Shopping Collection, from 2016 to the present. Mr. Itzkowitz has also served as Executive Vice President and General Counsel of New York Hockey Holdings LLC, the owner of the New York Islanders of the National Hockey League, since 2016. Mr. Itzkowitz also served as an independent director of Pininfarina S.p.A. (PINF.MI), the car design company, since 2015. 106 Table of Contents Mr. Itzkowitz was previously Senior Vice President and General Counsel of Global Eagle Entertainment (“Global Eagle”) (Nasdaq: ENT), the in-flight communications technology company and a leading provider of in-flight entertainment content to the airline industry, from 2013 to 2016. Prior to joining Global Eagle, he was a Partner and Senior Managing Director of the financial services firm Cantor Fitzgerald and its affiliate BGC Partners (Nasdaq: BGCP) for ten years, based in London. Mr. Itzkowitz also served as an independent director of Silver Eagle Acquisition Corp. (OTCQB: EAGL), which merged with Indian satellite pay TV provider Videocon to become Videocond2h Limited (Nasdaq: VDTH) in 2015. Mr. Itzkowitz previously held senior positions in the media business. He was the Senior Vice President for Mergers and Acquisitions of Vivendi Universal (VIV.PA), the French media group, and earlier, he spent 10 years with News Corporation (NYSE: NWS). Mr. Itzkowitz served as Senior Vice President of Fox Entertainment Group in Los Angeles, chief legal officer of News International in London, and Executive Vice President of Sky Global Networks in New York. Earlier in his career, Mr. Itzkowitz was the Senior Vice President of Business and Legal Affairs at Carolco Pictures. He began his career as a corporate and mergers and acquisitions lawyer at Paul Weiss Rifkind Wharton & Garrison in New York. Mr. Itzkowitz received a Bachelor’s Degree in History and Literature from Harvard University and a J.D. from Rutgers Law School. He is a member of the Bar of California, and his securities industry qualifications have included NASD Series 7 (General Securities Representative), and Series 24 (General Securities Principal). We believe Mr. Itzkowitz’s legal, financial and transactional experience, and his experience as a director and officer of public companies make him well qualified to serve on our board of directors. Alok Sama, will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Sama currently serves as a Senior Advisor to Warburg Pincus LLC, a New York based private equity firm, a role he has held since January 2020, and as Senior Advisor to The Raine Group, an investment banking firm, a role he has held since December 2019. Mr. Sama was formerly President and Chief Financial Officer of SoftBank Group International (“SBGI”) and Chief Strategy Officer for SoftBank Group Corp. (“SBG”) (OTCMKTS: SFTBF) and from April 2019 to February 2020 served as a Senior Advisor at SBGI. His responsibilities included corporate development, mergers and acquisition, all proprietary investments and investor relations for SBG. Additionally, Mr. Sama was responsible for the finance functions for SBGI and its operating affiliates. While at SBG, from September 2014 to April 2019, Mr. Sama led the $59 billion merger of Sprint and T-Mobile, the $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding (NYSE: BABA), the $8.6 billion sale of Supercell Oy to Tencent Holdings (OTCMKTS: TCTZF), and the restructuring of SoftBank’s holding in Yahoo Japan. Mr. Sama was also responsible for multiple growth capital investments across technology verticals, including ride sharing, fintech, and communications. Mr. Sama represented SBG as a board member at Arm Holdings, Fortress Investment Group, SoFi, Brightstar Corporation, Softbank Energy, SoftBank Group Capital, and Airtel Africa (LON: AAF). Mr. Sama has over 30 years of investment banking, capital market and investment experience. He was formerly a senior Managing Director at Morgan Stanley and while at Morgan Stanley, he led the firm’s communications practice in Europe and the technology, media and telecom (TMT) practices in the Asia-Pacific region. He also established Morgan Stanley’s capital markets business in Asia, and the investment banking practice in India. His experience includes merger and acquisition advisory, IPOs, restructuring and financing transactions for clients in North America, Europe and Asia. Mr. Sama co-founded Baer Capital Partners, an al