Signature Bank |
(Name of Issuer)
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Common Stock, par value $.01 per share |
(Title of Class of Securities)
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82669G104 |
(CUSIP Number)
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Kim Larsen
Stinson LLP 1775 Pennsylvania Ave., N.W.
Suite 800
Washington, DC 20006
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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November 18, 2024 |
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 82669G104
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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Namdar Family Holding LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[ ]
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(b)
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[ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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3,324,406
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,324,406
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,324,406
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 82669G104
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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Igal Namdar
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[ ]
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(b)
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[ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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3,324,406
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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3,324,406
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,324,406
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 82669G104
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Page 4 of 6
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a. |
Name
This statement is being filed by
- Namdar Family Holding LLC
- Igal Namdar
Jointly referred to as the Reporting Persons
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b. |
Residence or Business Address
Namdar Family Holding LLC's and Igal Namdar's principal business address is 150 Great Neck Road, Suite 304, Great Neck, New York 11021.
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c. |
Occupation
Igal Namdar is involved in real property acquisition and development.
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d. |
Convictions
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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e. |
Civil Judgments
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
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f. |
Citizenship
United States
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CUSIP No. 82669G104
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Page 5 of 6
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a. |
State the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each person named in Item 2.
Percentage ownership is based on 62,974,038 shares of Common Stock outstanding as of February 28, 2023, as reported in the Issuer’s Report on Form
10-K for the period ended December 31, 2022 filed with the Federal Deposit Insurance Corporation on March 1, 2023 and Proxy Statement filed with the Federal Deposit Insurance Corporation on March 9, 2023.
The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person,
the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are
set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, Namdar Family Holding LLC owns 3,324,000 shares of Common Stock of the Issuer. Igal Namdar is the beneficial owner of
such shares due to his control of Namdar Family Holding LLC.
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b. |
For each person named, indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose
or to direct the disposition.
Percentage ownership is based on 62,974,038 shares of Common Stock outstanding as of February 28, 2023, as reported in the Issuer’s Report on Form 10-K for the period ended December 31, 2022 filed with the Federal Deposit Insurance
Corporation on March 1, 2023 and Proxy Statement filed with the Federal Deposit Insurance Corporation on March 9, 2023.
The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person,
the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are
set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, Namdar Family Holding LLC owns 3,324,000 shares of Common Stock of the Issuer. Igal Namdar is the beneficial owner of
such shares.
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c. | Describe any transactions that were effected during the past sixty days or since the most recent filing of Schedule 13D. |
2024-10-30
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206,719
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1.25
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258,398.75
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2024-11-04
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66,000
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1.25
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82,500.00
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2024-11-05
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3,000
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1.25
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3,750.00
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2024-11-18
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400,000
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1.25
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500,000.00
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2024-11-21
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79,500
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1.25
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99,375.00
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2024-11-22
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4,500
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1.25
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5,625.00
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2024-11-26
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18,000
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1.25
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22,500.00
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2024-11-29
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8,187
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1.25
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10,233.75
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d. |
If any other person is known to have the right to receive or direct dividends or proceeds from the sale of securities, a statement to that effect should be included:
To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock reported herein as beneficially owned by the Reporting Persons.
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e. |
The date the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: (If applicable)
Not applicable.
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CUSIP No. 82669G104
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Page 6 of 6
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NAMDAR FAMILY HOLDING LLC
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By:
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/s/ Kim Larsen
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Authorized Representative
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EXHIBIT 99.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Kim Larsen, Logan Fisher, Joseph Cottingham, or any of them acting without the other, the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:
1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c) Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form 13F or Form 13H (including amendments thereto) in accordance with Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities, in each case, only to the extent each form or schedule relates to the undersigned's beneficial ownership, acquisition or disposition of securities of a company required to file reports under the Exchange Act with the SEC (a "Reporting Company");
3. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G, Form 13F or Form 13H (including any amendments thereto) and timely deliver to and file the forms or schedules with the SEC, any stock exchange or quotation system, self-regulatory association or any other authority and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
4. seek or obtain as the undersigned's representative, and on the undersigned's behalf, information regarding transactions in any Reporting Company's securities (including, without limitation, the securities of LFG) from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
5. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that the foregoing attorney-in-fact does not assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect indefinitely, until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney does not revoke any previously granted Power of Attorney regarding the subject matter.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of October 2022.
/s/ Igal Namdar |
Igal Namdar |
EXHIBIT 99.2
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Kim Larsen, Logan Fisher, Joseph Cottingham, or any of them acting without the other, the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:
1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned (a) any Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c) Schedule 13D or Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form 13F or Form 13H (including amendments thereto) in accordance with Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities, in each case, only to the extent each form or schedule relates to the undersigned's beneficial ownership, acquisition or disposition of securities of a company required to file reports under the Exchange Act with the SEC (a "Reporting Company");
3. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G, Form 13F or Form 13H (including any amendments thereto) and timely deliver to and file the forms or schedules with the SEC, any stock exchange or quotation system, self-regulatory association or any other authority and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
4. seek or obtain as the undersigned's representative, and on the undersigned's behalf, information regarding transactions in any Reporting Company's securities (including, without limitation, the securities of LFG) from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
5. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that the foregoing attorney-in-fact does not assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect indefinitely, until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney does not revoke any previously granted Power of Attorney regarding the subject matter.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of October 2022.
NAMDAR FAMILY HOLDING LLC | |
By: | /s/ Igal Namdar |
Name: Igal Namdar | |
Title: Managing Member |