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Share Name | Share Symbol | Market | Type |
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Capitol Investment Corp IV | NYSE:CIC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.05 | 0 | 01:00:00 |
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Delaware
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84-2531628
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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6714 Pointe Inverness Way, Suite 220
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Fort Wayne, Indiana, 46804
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(Address of Principal Executive Offices) (Zip code)
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(800) 252-0043
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(Registrant's telephone number, including area code)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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x
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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o
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Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par value $0.0001 per share (2)
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1,636,666
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$5.5375 (4)
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$9,063,037.97
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$1,176.38
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Common Stock, par value $0.0001 per share (3)
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1,513,334
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$10.00 (5)
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$15,133,340.00
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$1,964.31
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of additional shares of the Registrant’s common stock as may become issuable to prevent dilution in the event of stock splits, stock dividends, or similar transactions pursuant to the terms of the Nesco Holdings, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”).
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(2)
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Represents 1,636,666 shares of our common stock available for future grant under the 2019 Plan.
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(3)
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Represents 1,513,334 shares of our common stock issuable upon exercise of outstanding stock options granted under the 2019 Plan. To the extent such outstanding stock options are later forfeited or canceled, the shares of common stock subject to such stock options will be available for future issuance under the 2019 Plan.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s common stock on the New York Stock Exchange on October 2, 2019.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the weighted average exercise price of $10.00 per share of the stock options granted under the 2019 Plan.
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(a)
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Our Annual Report on Form 10-K for the annual period ended December 31, 2018, filed with the SEC on March 4, 2019;
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(b)
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Our prospectus filed on June 24, 2019 (as supplemented on June 24, 2019 and July 11, 2019) pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4 declared effective July 30 , 2019, as amended (File No. 333-230817), which contains financial statements of NESCO Holdings I, Inc. as of March 31, 2019, and as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, for which such statements have been filed, and pro forma financial information for the three months ended March 31, 2019 and the year ended December 31, 2018, including all material incorporated by reference therein;
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(c)
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Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2019 and June 30, 2019, filed with the SEC on May 8, 2019 and July 31, 2019, respectively;
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(d)
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Our Current Reports on Form 8-K and Form 8-K/A, filed with the SEC on March 4, 2019, March 22, 2019, April 8, 2019, May 9, 2019, May 21, 2019, July 17, 2019, July 18, 2019, July 22, 2019, August 1, 2019, August 9, 2019, August 11, 2019 and August 27, 2019; and
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(e)
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The description of the Registrant’s common stock contained in or incorporated into the Registrant’s Registration Statement on Form 8-A, filed August 11, 2017, and any amendment or report updating that description (including the Registrant’s current report on Form 8-K filed with the SEC on August 4, 2019).
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Exhibit
Number
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Exhibit Description
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Form
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SEC File No.
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Exhibit
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Filing Date
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Filed Herewith
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3.1
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8-K
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001-38186
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3.1
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08/01/2019
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3.2
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8-K
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001-38186
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3.2
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08/01/2019
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4.1
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8-K
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001-38186
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4.1
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08/01/2019
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5.1
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—
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—
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—
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—
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X
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10.4
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8-K
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001-38186
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10.4
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08/01/2019
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23.1
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—
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—
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—
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—
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X
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23.2
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—
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—
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—
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—
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X
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23.3
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—
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—
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—
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—
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X
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24.1
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Power of Attorney (included on Signature Page)
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—
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—
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—
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—
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X
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement,
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement 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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(c)
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Insofar as indemnification for liabilities arising under the Securities Act 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 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 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 Securities Act and will be governed by the final adjudication of such issue.
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Nesco Holdings, Inc.
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By:
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/s/ Lee Jacobson
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Lee Jacobson
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Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ Lee Jacobson
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Chief Executive Officer and Director
(Principal Executive Officer)
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October 3, 2019
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Lee Jacobson
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/s/ Bruce Heinemann
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Chief Financial Officer
(Principal Financial Officer)
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October 3, 2019
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Bruce Heinemann
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/s/ R. Todd Barrett
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Chief Accounting Officer
(Principal Accounting Officer) |
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October 3, 2019
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R. Todd Barrett
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/s/ Willliam Plummer
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Director (Chairman)
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October 3, 2019
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William Plummer
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/s/ Rahman D'Argenio
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Director
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October 3, 2019
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Rahman D’Argenio
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/s/ L. Dyson Dryden
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Director
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October 3, 2019
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L. Dyson Dryden
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/s/ Mark D. Ein
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Director
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October 3, 2019
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Mark D. Ein
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/s/ Doug Kimmelman
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Director
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October 3, 2019
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Doug Kimmelman
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/s/ Jeffrey Stoops
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Director
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October 3, 2019
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Jeffrey Stoops
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/s/ Matthew Himler
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Director
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October 3, 2019
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Matthew Himler
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/s/ Jennifer Gray
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Director
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October 3, 2019
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Jennifer Gray
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1 Year Capitol Investment Corp IV Chart |
1 Month Capitol Investment Corp IV Chart |
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