Funko, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has concluded, based on its evaluation as of December 31, 2023, that our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), were not effective at the reasonable assurance level as of such date because of certain material weaknesses in our internal control over financial reporting, as further described below. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Previously Disclosed Material Weaknesses We previously disclosed the following material weaknesses within our 2022 Annual Report on Form 10-K: • Risk Assessment – we failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve control objectives, and identifying and assessing changes in the business that could impact the system of internal controls. • Control Activities – we failed to design and implement certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts. • Information and Communication – we failed to design and implement certain information and communication activities related to obtaining or generating and using relevant quality information to support the functioning of internal control. Specifically, the Company failed to design and implement general information technology controls (“GITCs”) supporting change management, user access and segregation of duties controls within information technology systems utilized by the Company in its financial reporting. • Monitoring – as a result of the material weaknesses described above, we failed to design and implement certain monitoring activities to ascertain whether the components of internal control are present and functioning. During fiscal year 2023, with the oversight of the Audit Committee of the Board of Directors, the Company continued remediation activities to address the material weaknesses existing as of December 31, 2022. 121 Table of Contents With respect to the material weakness related to Risk Assessment, the following remediation actions were taken, which remediated the previously identified material weakness as of December 31, 2023, including: • the performance of scoping and risk assessment processes to identify and analyze risks across the various levels of the Company; and • utilization of the SOX Steering Committee to identify and analyze risks, communicate and emphasize the importance of internal controls, and to report regularly to the Company’s Audit Committee. With respect to the material weakness related to Information and Communication, the following remediation actions were taken, which significantly reduced the scope of the previously identified material weakness as of December 31, 2023, including: • for all systems, except for the US Enterprise Resource Planning software (“ERP”), and systems related to our digital collectibles business, GITCs that review, approve, and periodically re-evaluate the user access privileges for system users and the business purpose for allowing access for each authorized user to address segregation of duties were designed and implemented; and • for the Company’s UK ERP, GITCs supporting change management, user access and segregation of duties were designed and implemented. Management's Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective due to the existence of material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following previously identified material weaknesses remain unremediated as of December 31, 2023: • Information and Communication – we have not completed the design and operation of GITCs, supporting change management, user access and segregation of duties controls within our US ERP and systems related to our digital collectibles business. Additionally, we were unable to effectively design and operate GITCs supporting change management within systems utilized by the Company in its financial reporting, other than our UK ERP. • Control Activities – we have not completed the design and implementation of certain control activities that address relevant risks, retain sufficient evidence of the performance of control activities, or design control activities at the level of precision required to identify all potentially material errors, across all significant accounts. • Monitoring – as a result of the material weaknesses described above, we have not completed the design and operation of certain monitoring activities to ascertain whether the components of internal control are present and functioning. Although we have undertaken remediation efforts to enhance our monitoring activities, we will not consider that material weakness to be remediated until the material weakness related to control activities is fully remediated, and until our enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively. The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 9A. 122 Table of Contents Ongoing Remediation Efforts to Address Material Weaknesses We have engaged a third-party to assist us in our remediation plans and activities, including designing and implementing certain control activities. The following remediation activities are ongoing to remediate the remaining previously reported material weaknesses: • enhancing the design of GITCs within our US ERP; • enhancing the design of GITCs supporting change management, within certain systems, other than our UK ERP; • determining if additional investments are needed to upgrade or enhance existing systems which may not have the appropriate infrastructure to meet the requirements of our internal control framework; • enhancing the design of control activities and evaluating the operating effectiveness of control activities to address risks and operate at a level of precision to identify all potentially material errors; • conducting trainings across the organization to enforce policies for the retention of sufficient evidence of the performance of control activities; • monitoring the effectiveness of our internal controls and continued progress towards remediation status; and • adding resources with appropriate expertise to plan and perform more timely and thorough monitoring activities for internal control over financial reporting. Our remediation efforts will continue throughout 2024; however, we cannot provide assurance as to when our remediation activities will be complete. The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes in Internal Control Over Financial Reporting Except for the remediation of the material weakness described above and other remediation efforts to date, there have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 123 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Funko, Inc. Opinion on Internal Control Over Financial Reporting We have audited Funko, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Funko, Inc. and subsidiaries (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness related to the control activities; information and communication; and monitoring components of the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated March 7, 2024, which expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 124 Table of Contents Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Seattle, Washington March 7, 2024 Item 9B. OTHER INFORMATION During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS Not applicable. 125 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Code of Ethics Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is publicly available on our Internet website at www.funko.com. We intend to satisfy the disclosure required by law or Nasdaq Stock Market listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.funko.com. Executive Officers and Directors Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding our executive officers and directors is provided in Item 1 of this Annual Report on Form 10-K under the caption “Information about our Executive Officers and Board of Directors,” and will also appear in our definitive proxy statement for our 2024 Annual Meeting of Stockholders. The remaining information required by this item will be included under the headings “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such required information is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Securities Authorized for Issuance Under Equity Compensation Plans (as of December 31, 2023) Plan category: Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Available for Future Issuance Under Equity Compensation Plans (Excludes Securities Reflected in First Column) Equity compensation plans approved by security holders 4,912,704 (1) Stock Options 2,895,513 $ 14.49 — Restricted Stock Units 1,848,323 — — Performance Stock Units (based on target performance) 113,114 — — Equity compensation plans not approved by security holders — — — Total 4,856,950 $ 14.49 4,912,704 (1) Includes 1,206,560 shares of Class A common stock available for issuance under our 2017 Incentive Award Plan and 3,706,144 shares of Class A common stock available for issuance under our 2019 Incentive Award Plan. The number of shares authorized under our 2019 Incentive Award Plan increases on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 2% of the shares of Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year on a fully-diluted basis and (B) such lesser number of shares of Class A common stock as determined by our board of directors. 126 Table of Contents Other The remaining information required by this item will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such required information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders, and such information is incorporated herein by reference. 127 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report: 1. Financial Statements The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedule I: Condensed Financial Information of Registrant All other schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto. 3. List of Exhibits EXHIBIT INDEX Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date Filed/ Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation of Funko, Inc. S-8 333-221390 4.1 11/7/2017 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Funko, Inc. 10-Q 001-38274 3.2 8/3/2023 3.3 Amended and Restated Bylaws of Funko, Inc. 8-K 001-38274 3.1 12/26/2023 4.1 Specimen Stock Certificate evidencing the shares of Class A common stock S-1/A 333-220856 4.1 10/23/2017 4.2 Description of Securities * 10.1 † Funko Acquisition Holdings, L.L.C. 2015 Option Plan, Amended and Restated as of November 1, 2017. 10-K 001-38274 10.1 3/19/2018 10.2 † Form of Option Agreement under Funko Acquisition Holdings, L.L.C. 2015 Option Plan. S-1 333-220856 10.15 10/6/2017 10.3 † 2017 Incentive Award Plan, dated October 23, 2017. 10-K 001-38274 10.3 3/19/2018 10.4 † Form of Stock Option Agreement under 2017 Incentive Award Plan. S-1/A 333-220856 10.19 10/23/2017 10.5 † 2017 Executive Annual Incentive Plan, dated October 23, 2017. 10-K 001-38274 10.5 3/19/2018 10.6 † Employment Agreement, dated January 3, 2022, between the Company and Brian Mariotti. 8-K 001-38274 10.2 1/7/2022 10.7 † Amendment to Employment Agreement, by and between the Company and Brian Mariotti, dated December 5, 2022. 8-K 001-38274 10.3 12/9/2022 10.8 † Letter between the Company and Brian Mariotti, dated July 13, 2023 8-K 001-38274 10.2 7/18/2023 128 Table of Contents Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.9 † Advisor Agreement, by and between the Company and Brian Mariotti, dated September 1, 2023 8-K 001-38274 10.1 9/1/2023 10.10 † Amended and Restated Employment Agreement, dated April 19, 2023, by and between the Company and Tracy Daw. 10-Q 001-38274 10.3 5/4/2023 10.11 † Amended and Restated Employment Agreement, dated January 3, 2022, between the Company and Andrew Perlmutter. 8-K 001-38274 10.1 1/7/2022 10.12 † Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated as of December 5, 2022. 8-K 001-38274 10.2 12/9/2022 10.13 † Second Amendment to Amended and Restated Employment Agreement, by and between the Company and Andrew Perlmutter, dated August 15, 2023. 8-K 001-38274 10.1 8/15/2023 10.14 † Form of Indemnification Agreement for Directors and Officers. S-1/A 333-220856 10.27 10/12/2017 10.15 † Form of Restricted Stock Unit Award Agreement under 2017 Incentive Award Plan 10-Q 001-38274 10.1 8/10/2018 10.16 † Non-Employee Director Compensation Policy, dated August 22, 2022. 10-Q 001-38274 10.2 11/3/2022 10.17 Tax Receivable Agreement, dated as of November 1, 2017, between Funko, Inc., Funko Acquisition Holdings, L.L.C., the Members of the LLC, and Tax Receivable Agreement, dated as of November 1, 2017, between Funko, Inc., Funko Acquisition Holdings, L.L.C., the Members of the LLC, and the Management Representative. Management Representative. 10-K 001-38274 10.25 3/19/2018 10.18 Stockholders Agreement, dated as of May 3, 2022, between the Company and TCG 3.0 Fuji, LP 10-Q 001-38274 10.2 5/5/2022 10.19 Second Amended and Restated LLC Agreement of Funko Acquisition Holdings, L.L.C., dated as of November 1, 2017. 10-K 001-38274 10.27 3/19/2018 10.20 Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Funko Acquisition Holdings L.L.C., dated as of May 10, 2018. 10-Q 001-38274 10.2 5/11/2018 10.21 Registration Rights Agreement, dated as of November 1, 2017, between Funko, Inc., ACON Funko Investors, L.L.C. and related entities, Fundamental Capital, LLC, Funko International, LLC, Brian Mariotti, Tracy Daw, The Jon P. and Trishawn P. Kipp Children’s Trust uad 5/31/14, Russell Nickel, and Andrew Perlmutter. 10-K 001-38724 10.28 3/19/2018 10.22 Registration Rights Agreement Joinder and Amendment, dated May 3, 2022, between TCG 3.0 Fuji, LP and the Company. 10-Q 001-38724 10.3 5/5/2022 129 Table of Contents Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.23 Credit Agreement dated September 17, 2021, among Funko Acquisition Holdings, L.L.C., Funko Holdings LLC, Funko, LLC, Loungefly, LLC and Funko Games, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and each other financial institution from time to time party thereto. 8-K 001-38274 10.1 9/22/2021 10.24 Amendment No. 1, dated as of April 26, 2022, to Credit Agreement by and between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. 10-Q 001-38274 10.1 5/5/2022 10.25 Amendment No. 2, dated as of July 29, 2022, to Credit Agreement by and between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. 10-Q 001-38274 10.6 8/4/2022 10.26 Amendment No. 3, dated as of February 28, 2023, to Credit Agreement by and between Funko Acquisition Holdings, L.L.C., subsidiary borrowers party thereto, lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent . 10-K 001-38274 10.23 3/1/2023 10.27 † Funko, Inc. 2019 Incentive Award Plan. 8-K 001-38274 10.1 6/27/2019 10.28 † Form of Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.1 8/5/2021 10.29 † Form of Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.2 8/5/2021 10.30 † Form of Director Option Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.3 8/5/2021 10.31 † Form of Director Restricted Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.4 8/5/2021 10.32 † Form of Restricted Stock Unit Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.4 8/4/2022 10.33 † Form of Option Award Agreement for U.K. Employees under the Funko, Inc. 2019 Incentive Award Plan. 10-Q 001-38274 10.5 8/4/2022 10.34 † Tatum Services Agreement, by and between Funko, LLC and Ranstad Professionals US, LLC d/b/a Tatum, dated as of November 22, 2022. 8-K 001-38274 10.1 12/9/2022 10.35 † Form of Performance Stock Unit Award Agreement under the Funko, Inc. 2019 Incentive Award Plan 10-K 001-38274 10.33 3/1/2023 10.36 † Form of Performance Stock Unit Award Agreement for UK Employees under the Funko, Inc. 2019 Incentive Award Plan 10-K 001-38274 10.34 3/1/2023 130 Table of Contents Exhibit Number Exhibit Description Incorporated by Reference Form File No. Exhibit Filing Date Filed/ Furnished Herewith 10.37 † Employment Agreement, by and between the Company and Steve Nave, dated February 27, 2023. 10-K 001-38274 10.35 3/1/2023 10.38 † Letter between the Company and Michael Lunsford, dated July 13, 2023 8-K 001-38274 10.1 7/18/2023 21.1 List of Subsidiaries * 23.1 Consent of Independent Registered Public Accounting Firm * 31.1 Certification of Interim Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. * 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. * 32.1 Certification of Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 97.1 Policy for Recovery of Erroneously Awarded Compensation * 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *** 101.SCH Inline XBRL Taxonomy Extension Schema Document. *** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *** 101.DEF Inline XBRL Taxonomy Definition Linkbase Document. *** 101.LAB Inline XBRL Taxonomy Label Linkbase Document. *** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *** 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *** * Filed herewith ** Furnished herewith *** Submitted electronically herewith † Management contract or compensation plan or arrangement ITEM 16. FORM 10-K SUMMARY None. 131 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FUNKO, INC. (Registrant) Date: March 7, 2024 By: /s/ Steve Nave Chief Financial Officer and Chief Operating Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Michael Lunsford Interim Chief Executive Officer and Director (Principal Executive Officer) March 7, 2024 Michael Lunsford /s/ Steve Nave Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) March 7, 2024 Steve Nave /s/ Andrew Perlmutter President and Director March 7, 2024 Andrew Perlmutter /s/ Charles Denson Chairman of the Board March 7, 2024 Charles Denson /s/ Trevor Edwards Director March 7, 2024 Trevor Edwards /s/ Diane Irvine Director March 7, 2024 Diane Irvine /s/ Jesse Jacobs Director March 7, 2024 Jesse Jacobs /s/ Michael Kerns Director March 7, 2024 Michael Kerns /s/ Sarah Kirshbaum Levy Director March 7, 2024 Sarah Kirshbaum Levy 132