CUSIP No. 816212104
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Page 2 of 9
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1
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NAMES OF REPORTING PERSONS
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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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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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,332,918 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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3,332,918 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,332,918 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.0% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
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(2)
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This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the Securities and
Exchange Commission (“SEC”) on November 5, 2020 and (ii) 2,627,258 Shares issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 3 of 9
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1
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NAMES OF REPORTING PERSONS
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MANGROVE PARTNERS
|
|
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☒
|
|||||
(b)☐
|
|
|
|||
3
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SEC USE ONLY
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|
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0
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|||
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||||
6
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SHARED VOTING POWER
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3,332,918 (1)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
8
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SHARED DISPOSITIVE POWER
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3,332,918 (1)
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
3,332,918 (1)
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|
|
|||
|
|
||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
||
☐
|
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|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.0% (2)
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|||
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
|
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(1) |
Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
|
(2) |
This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the SEC on November 5, 2020 and (ii) 2,627,258 Shares
issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 4 of 9
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1
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NAMES OF REPORTING PERSONS
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NATHANIEL AUGUST
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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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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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|
||||
6
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SHARED VOTING POWER
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3,332,918 (1)
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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|
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||
0
|
|
|
|||
|
|
||||
8
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SHARED DISPOSITIVE POWER
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|
|
||
3,332,918 (1)
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|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,332,918 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.0% (2)
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|||
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|
||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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(1) |
Includes 2,627,258 Shares obtainable upon exercise of Common Warrants (defined herein).
|
(2) |
This percentage is calculated based on the sum of (i) 108,030,311 Shares outstanding as of October 30, 2020, based on the Issuer Form 10-Q filed with the SEC on November 5, 2020 and (ii) 2,627,258 Shares
issuable upon exercise of the Common Warrants.
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CUSIP No. 816212104
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Page 5 of 9
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing
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i)
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The Mangrove Partners Master Fund, Ltd. (the “Master Fund”);
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ii)
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Mangrove Partners; and
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iii)
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Nathaniel August (“Mr. August”)
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Item 2(b). |
Address of Principal Business Office or, if None, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4. |
Ownership:
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Item 4(a) |
Amount Beneficially Owned:
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Item 4(b) |
Percent of Class:
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CUSIP No. 816212104
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Page 6 of 9
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Item 4(c) |
Number of Shares as to which such person has:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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3,332,918
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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3,332,918
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Item 5. |
Ownership of Five Percent or Less of a Class:
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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Item 8. |
Identification and Classification of Members of the Group:
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Item 9. |
Notice of Dissolution of Group:
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Item 10. |
Certification:
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CUSIP No. 816212104
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Page 7 of 9
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THE MANGROVE PARTNERS MASTER FUND, LTD.
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By:
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Mangrove Partners Investment Manager
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By:
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/s/ Nathaniel H. August
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Name: Nathaniel H. August
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Title: Director
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MANGROVE PARTNERS
|
|||
By:
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/s/ Nathaniel H. August
|
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Name: Nathaniel H. August
|
|||
Title: Director
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NATHANIEL H. AUGUST
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/s/ Nathaniel H. August
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February 16, 2021 |
CUSIP No. 816212104
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Page 8 of 9
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Ex.
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Page No.
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A
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Joint Filing Agreement
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9 |
CUSIP No. 816212104
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Page 9 of 9
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THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|||
By:
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Mangrove Partners Investment Manager
|
||
By:
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/s/ Nathaniel H. August
|
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Name: Nathaniel H. August
|
|||
Title: Director
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MANGROVE PARTNERS
|
|||
By:
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/s/ Nathaniel H. August
|
||
Name: Nathaniel H. August
|
|||
Title: Director
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NATHANIEL H. AUGUST
|
|||
/s/ Nathaniel H. August
|
|||
February 16, 2021 |