UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Canoo Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
13803R 102
(CUSIP Number)
AFV PARTNERS SPV-4 LLC
2126 HAMILTON ROAD, SUITE 260
ARGYLE, TX 76226
TELEPHONE: (940) 226-4511
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 22, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Names of Reporting Persons AFV Partners SPV-4 LLC |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 12,509,387 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 12,509,387 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,509,387 shares of Common Stock (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 | Percent of Class Represented by Amount in Row 11 2.5% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by AFV Partners SPV-4 LLC (“AFV-4”), AFV Partners SPV-7 LLC (“AFV-7”), AFV Partners SPV-7/A LLC (“AFV-7/A”), AFV Partners SPV-10 LLC (“AFV-10”), I-40 OKC Partners LLC (“OKC”), AFV Management Advisors LLC (“AFV”) and Tony Aquila (“Mr. Aquila”) (AFV-4, AFV-7, AFV-7/A, AFV-10, OKC, AFV and Mr. Aquila are herein collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by AFV-4. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by AFV-4. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by AFV-4. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
2
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name of Reporting Persons AFV Partners SPV-7 LLC |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 35,273,268 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 35,273,268 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 35,273,268 shares of Common Stock (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row 11 7.0% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by AFV-7. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by AFV-7. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by AFV-7. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
3
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name of Reporting Persons AFV Partners SPV-7/A LLC |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 3,450,000 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 3,450,000 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,450,000 shares of Common Stock (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row 11 0.7% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by AFV-7/A. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by AFV-7/A. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by AFV-7/A. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
4
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name of Reporting Persons AFV Partners SPV-10 LLC |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 4,504,505 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 4,504,505 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,504,505 shares of Common Stock (2) |
| 12. | Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by
Amount in Row 11 0.9% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by AFV-10. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by AFV-10. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by AFV-10. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
5
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name
of Reporting Persons I-40 OKC Partners LLC |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 2,319,552 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 2,319,552 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,319,552 shares of Common Stock (2) |
| 12. | Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row 11 0.5% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The shares are owned by OKC. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by OKC. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by OKC. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
6
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name
of Reporting Persons AFV Management Advisors LLC |
| 2. | Check the Appropriate Box if a Member
of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings
Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 0 |
| 8. | Shared Voting Power 58,056,712 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 0 | |
| 10. | Shared Dispositive Power 58,056,712 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 58,056,712 shares of Common Stock (2) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row 11 11.5% (3) |
| 14. | Type of Reporting Person (see instructions) OO |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The securities are owned as follows: (i) 12,509,387 shares of the Issuer’s Common Stock by AFV-4, (ii) 35,273,268 shares of the Issuer’s Common Stock by AFV-7, (iii) 3,450,000 shares of the Issuer’s Common Stock by AFV-7/A, (iv) 4,504,505 shares of the Issuer’s Common Stock by AFV-10, and (v) 2,319,552 shares of Issuer Common Stock owned by OKC. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A, (iv) AFV-10, and (v) OKC. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A, (iv) AFV-10 and (v) OKC. |
| (3) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
7
| CUSIP No. 13803R 102 | 13D/A |
| 1. | Name of Reporting Persons Tony Aquila |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x (1) |
| 3. | SEC USE ONLY |
| 4. | Source of Funds (see instructions) OO |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨ |
| 6. | Citizenship or Place of Organization United States of America |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 6,892,057 |
| 8. | Shared Voting Power 58,056,712 shares of Common Stock (2) | |
| 9. | Sole Dispositive Power 6,892,057 | |
| 10. | Shared Dispositive Power 58,056,712 shares of Common Stock (2) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 64,948,769 shares of Common Stock (3) |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row 11 12.9% (4) |
| 14. | Type of Reporting Person (see instructions) IN |
| (1) | This Amendment No. 7 to Schedule 13D/A is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D. |
| (2) | The securities are owned as follows: (i) 12,509,387 shares of the Issuer’s Common Stock by AFV-4, (ii) 35,273,268 shares of the Issuer’s Common Stock by AFV-7, (iii) 3,450,000 shares of the Issuer’s Common Stock by AFV-7/A, (iv) 4,504,505 shares of the Issuer’s Common Stock by AFV-10, and (v) 2,319,552 shares of Issuer Common Stock owned by OKC. Mr. Aquila is the managing member of AFV which exercises ultimate voting and investment power with respect to the shares held by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A, (iv) AFV-10, and (v) OKC. Mr. Aquila may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by (i) AFV-4, (ii) AFV-7, (iii) AFV-7/A, (iv) AFV-10 and (v) OKC. |
| (3) | In addition to the Issuer’s Common Stock held by AFV-4, AFV-7, AFV-7/A, AFV-10, and OKC, includes 6,892,057 shares of Issuer Common Stock held directly by Mr. Aquila. |
| (4) | The percentage set forth above is calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
8
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2020, as amended and supplemented by Amendment No. 1 filed with the Commission on May 21, 2021, (ii) Amendment No. 2 filed on September 23, 2021, (iii) Amendment No. 3 filed on October 6, 2021, (iv) Amendment No. 4 filed on November 22, 2021, (v) Amendment No. 5 filed on November 23, 2022 and (vi) Amendment No. 6 filed on January 6, 2023 (the “Statement”), is hereby further amended and supplemented by this Amendment No. 7 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.
Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.
Item 2. Identity and Background
Items 2(a)-(c) and (f) of the Statement are hereby amended and supplemented by:
Adding:
| · | I-40 OKC Partners LLC, an Oklahoma LLC, as a Reporting Person. OKC is a special purpose vehicle managed by entities affiliated with Mr. Tony Aquila. The address of the principal business and office of OKC is 2126 Hamilton Road, Suite 260, Argyle, TX 76226. |
From the date of this Amendment, all references to “Reporting Persons” in the Statement shall include OKC. The agreement among the Reporting Persons relating to the joint filing of the Statement and this Amendment is attached as Exhibit A hereto.
In accordance with the provisions of General Instruction C to Schedule 13D, certain information with respect to OKC as required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.
Item 3. Source and Amount of Funds or Other Consideration
AFV Partners AFV-10/A LLC (“AFV-10/A”) and AFV Partners AFV-10/B LLC (“AFV-10/B”) each entered into an agreement whereby they will acquire 9,331,840 and 6,998,880 shares, respectively (collectively, the “Purchased Shares”) of the Issuer’s Common Stock in a private transaction pursuant to a Common Stock and Common Warrant Subscription Agreement (the “Purchase Agreement”) by and among the Issuer, AFV-10/A and AFV-10/B. Pursuant to the Purchase Agreement, AFV-10/A and AFV-10/B agreed to purchase the Purchased Shares, together with warrants (the “Warrants”) to purchase up to 16,330,720 shares of Common Stock (the “Warrant Shares”) at a combined purchase price of $0.5358 per share and accompanying Warrant. Each of AFV-10/A and AFV-10/B expect to fund the proposed acquisition of the Purchased Shares and Warrants with cash funds held for making investments.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by adding the following:
The information furnished in Item 6 of this Amendment is incorporated into this Item 4 by reference.
9
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Statement are amended and restated in their entirety as follows:
(a), (b) The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of the date of this filing:
| Reporting Person | Shares Held Directly(1) | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class(5) | |||||||||||||||||||||
| AFV-4 | 12,509,387 | 0 | 12,509,387 | 0 | 12,509,387 | 12,509,387 | 2.5 | % | ||||||||||||||||||||
| AFV-7 | 35,273,268 | 0 | 35,273,268 | 0 | 35,273,268 | 35,273,268 | 7.0 | % | ||||||||||||||||||||
| AFV-7/A | 3,450,000 | 0 | 3,450,000 | 0 | 3,450,000 | 3,450,000 | 0.7 | % | ||||||||||||||||||||
| AFV-10 | 4,504,505 | 0 | 4,504,505 | 0 | 4,504,505 | 4,504,505 | 0.9 | % | ||||||||||||||||||||
| OKC | 2,319,552 | 0 | 2,319,552 | 0 | 2,319,552 | 2,319,552 | 0.5 | % | ||||||||||||||||||||
| AFV(2) | 0 | 0 | 58,056,712 | 0 | 58,056,712 | 58,056,712 | 11.5 | % | ||||||||||||||||||||
| Mr. Aquila(3) | 6,892,057 | 6,892,057 | 58,056,712 | 6,892,057 | 58,056,712 | 64,948,769 | (4) | 12.9 | % | |||||||||||||||||||
| (1) | Represents the number of shares of Common Stock currently owned or underlying all securities convertible, exchangeable or exercisable for shares of Common Stock within 60 days of the date of this Amendment held by the Reporting Persons. |
| (2) | AFV exercises ultimate voting and investment power with respect to the shares held by AFV-4, AFV-7, AFV-7/A, AFV-10, and OKC. |
| (3) | Mr. Aquila is the managing member of AFV and as such may be deemed to hold voting and dispositive power with respect to the shares held indirectly by AFV, and held of record by AFV-4, AFV-7, AFV-7/A, AFV-10 and OKC. |
| (4) | Includes 6,892,057 shares of Issuer Common Stock held directly by Mr. Aquila. |
| (5) | The percentages set forth above are calculated based on 503,661,544 shares of the Issuer’s Common Stock outstanding as of May 8, 2023, as reported on the Issuer’s Form 10-Q filed on May 15, 2023. |
| (c) | On May 3, 2023, OKC acquired 2,319,552 shares of Issuer Common Stock and an equal number of warrants exercisable into Issuer Common Stock (which are exercisable beginning on October 7, 2023) pursuant to a lease agreement (the “Lease Agreement”) entered into between the Issuer and OKC on April 7, 2023. The securities were issued in respect of rent obligations totaling $1,505,954 in accordance with the terms of the Lease Agreement. Apart from this, the Reporting Persons have not engaged in any transactions in the Issuer’s Common Stock in the past sixty days, except as described in this Amendment and the Statement. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented by adding the following:
On June 22, 2023, AFV-10/A and AFV-10/B entered into the Purchase Agreement with the Issuer. The Purchase Agreement provides for the sale and issuance by the Issuer of the Purchased Shares and the Warrants. The Warrants will have an exercise price of $0.67 per share, will be initially exercisable beginning six (6) months following the date of issuance (the “Initial Exercise Date”) and will expire five (5) years from the Initial Exercise Date. The transaction is expected to close as promptly as practicable, subject to customary closing conditions.
Pursuant to the Purchase Agreement, the Shares, Warrants and Warrant Shares will be subject to a one (1)-year lock-up period (the “Restricted Period”). Prior to the date of expiration of the Restricted Period, the Issuer has agreed to file with the Securities and Exchange Commission a registration statement providing for the resale of the Shares and Warrant Shares. The Purchase Agreement includes customary representations, warranties and covenants of the parties.
The foregoing description of the Purchase Agreement and the Warrants are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement and form of Warrant, which are attached hereto and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended and supplemented to add the following exhibits:
10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 28, 2023
| AFV Partners SPV-4 LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | President and Chief Executive Officer | |
| AFV Partners SPV-7 LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | President and Chief Executive Officer | |
| AFV Partners SPV-7/A LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | President and Chief Executive Officer | |
| AFV Partners SPV-10 LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | President and Chief Executive Officer | |
| I-40 OKC Partners LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | President and Chief Executive Officer | |
| AFV Management Advisors LLC | ||
| By: | Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | |
| Name: | Tony Aquila | |
| Title: | Managing Member | |
| /s/ Tony Aquila, by /s/ Hector Ruiz, Attorney-in-Fact | ||
SCHEDULE I
AFV Management Advisors LLC (“AFV”) is the sole manager of the ultimate parent entity of I-40 OKC Partners LLC (“OKC”). Tony Aquila is the managing member of AFV. The officers of OKC are as follows:
| Name | Position | Citizenship | ||
| Tony Aquila | President and Chief Executive Officer | United States of America | ||
| Jana Bell | Vice President | United States of America | ||
| Lori McCutcheon | Vice President | United States of America |
Each of Jana Bell’s and Lori McCutcheon’s principal employment is with AFV Partners LLC.