Excerpts from SN Declaration24 Feb 2021 01:18
Pt.1
7. In March 2020, at the same time as most U.S. based businesses shut down due to the COVID-19 pandemic, FRC also discontinued its in-person office meetings. Additionally, while Mr. Mamulaishvili has a green card which allows him to legally work in the United States, he had returned to his native Georgia and continued to work for FRC during the pandemic. During this period, Mr. Mamulaishvili and I spoke frequently by phone.
8. In the spring of 2020, FRC learned of the opportunity to apply for a Paycheck Protection Program ("PPP") loan and an EIDL loan under the applicable federal programs. I spoke frequently with Mr. Mamulaishvili by phone on this topic as well as by text message. By way of example, Exhibit 31is one of many text messages between me and Mr. Mamulaishvili which demonstrates that he was well aware that FRC was in the process of and ultimately did apply for PPP and EIDL loans. Mr. Mamulaishvili agreed that obtaining such loans would be of great help to FRC.
9. On many of these calls, Mr. Bryce Linsenmayer, FRC's outside general counsel, participated in these conversations, and we updated Mr. Mamulaishvili on the programs that were being offered and the company's progress in participating therein, including telephone conferences on each of April 18, 2020, April 28, 2020, May 9, 2020 and May 11, 2020.
10. I specifically advised Mr. Mamulaishvili that FRC was taking action to hire Aprio,alarge,independentfull-serviceCPAservicesfirm,toadviseFRCandthatIwould personally provide FRC with funding to engage them as advisors to FRC in this process. I further informed Mr. Mamulaishvili that I would be personally guaranteeing whatever funds FRC was able to receive through the PPP and EIDL programs where required, such that in the event the loans were not forgiven because of any failure to comply with the conditions of the program, I would be personally liable for repayment of such amounts that I was required to personally guarantee. Mr. Mamulaishvili supported FRC's applications for the PPP and EIDL loan programs.
11. During this process, I kept Mr. Mamulaishvili fully apprised of our efforts. Mr. Mamulaishvili's advice and consultation regarding loans for FRC were part of his responsibilities as then-CEO of FRC, and in this capacity he provided information needed in order to complete the applications for the PPP and EIDL loans. Mr. Mamulaishvili provided the requested information to support our application process. process of and ultimately did apply for PPP and EIDL loans. Mr. Mamulaishvili agreed that obtaining such loans would be of great help to FRC.
12. FRC's Board of Directors approved obtaining the PPP and EIDL loans and to providing my personal guarantee of the loans as required, and also approved our retention of Aprio as advisor, with respect to these loans. Aprio also approved each step of the loan process and FRC's eligibility for same.