Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: March 3, 2025  
     
FGMK Business Holdings, LLC
   
By: /s/ Michael Fernandez, as Attorney-in-Fact  
     
FGMK, LLC  
     
By: /s/ Michael Fernandez, as Attorney-in-Fact  

 

 

 

 

Exhibit 2

 

POWER OF ATTORNEY

 

The undersigned, as a Section 16 and/or Schedule 13D or Schedule 13G reporting person of FGMK Business Holdings, LLC (the “Company”), hereby constitutes and appoints Michael Fernandez the undersigned’s true and lawful attorney-in-fact to:

 

  1.

complete and execute for and on behalf of the undersigned Forms 3, 4 and 5 and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16(a) and Schedules 13D and 13G in accordance with Section 13, of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company;

     
  2.

do all acts necessary in order to file such Forms and Schedules with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

 

The undersigned hereby grants to each 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. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any of the Forms and Schedules covered hereby with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 3, 2025.

 

  FGMK BUSINESS HOLDINGS, LLC
     
  By: /s/ Mario Donato
  Name: Mario Donato
  Its: Manager.

 

 

 

Exhibit 3

 

POWER OF ATTORNEY

 

The undersigned, as a Section 16 and/or Schedule 13D or Schedule 13G reporting person of FGMK, LLC (the “Company”), hereby constitutes and appoints Michael Fernandez the undersigned’s true and lawful attorney-in-fact to:

 

  1.

complete and execute for and on behalf of the undersigned Forms 3, 4 and 5 and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16(a) and Schedules 13D and 13G in accordance with Section 13, of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company;

     
  2.

do all acts necessary in order to file such Forms and Schedules with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

 

The undersigned hereby grants to each 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. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any of the Forms and Schedules covered hereby with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 3, 2025.

 

  FGMK, LLC
     
  By: /s/ Mario Donato
  Name: Mario Donato
  Its: Manager.

 

 

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