SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 (Amendment No. 2)  

Under the Securities Exchange Act of 1934

NOBLE ROMAN’S, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

655107100

(CUSIP Number)

BT Brands, Inc.

Gary Copperud

405 Main Avenue West, Suite 2D,

West Fargo, North Dakota 58078

(307) 223-1663

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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.: 655107100

(1)	Names of reporting persons: Gary Copperud
(2)	Check the appropriate box if a member of a group: (a) ☒ (b) ☐
(3)	SEC use only.
(4)	Source of funds: PF
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or place of organization: United States

Number of shares beneficially owned by each reporting  person with:	(7)	Sole Voting Power: 379,176+
	(8)	Shared Voting Power:
	(9)	Sole Dispositive Power: 176,031
	(10)	Shared Dispositive Power:

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 379,176
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 1.71*
(14)	Type of Reporting Person (See Instructions) IN

+ Includes 203,145 shares of Common Stock owned by Sally Copperud, Mr. Copperud’s wife, over which Mr. Copperud exercises voting power by virtue of a proxy granted by Mrs. Copperud to Mr. Copperud dated April 21, 2023.

* Based on 22,215,512 shares of common stock outstanding as March 15, 2023, as disclosed in the Annual Report on Form 10-K filed by the Company with the United States Securities and Exchange Commission (“SEC”) on April 13, 2023 (the “Form 10-K”).

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CUSIP No.: 655107100

(1)	Names of reporting persons: BT Brands, Inc.
(2)	Check the appropriate box if a member of a group: (a) ☒ (b) ☐
(3)	SEC use only.
(4)	Source of funds: WC
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): ☐
(6)	Citizenship or place of organization: Wyoming

Number of shares beneficially owned by each  reporting person with:	(7)	Sole Voting Power: 1,421,647
	(8)	Shared Voting Power: 0
	(9)	Sole Dispositive Power: 1,421,647
	(10)	Shared Dispositive Power:

(11)	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,421,647
(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
(13)	Percent of Class Represented by Amount in Row (11): 6.39%*
(14)	Type of Reporting Person (See Instructions) CO

* Based on 22,215,512 shares of common stock outstanding as of March 15, 2023, as disclosed in the Form 10-K.

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This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D (this “Schedule 13D”) is filed by BT Brands, Inc. (“BT Brands”) and Gary Copperud (the “Reporting Persons”) and relates to the beneficial ownership of certain shares of common stock, no par value per share (the “Common Stock”), of Noble Roman’s, Inc., an Indiana corporation (“Noble Roman’s” or the “Issuer”). Amendment No. 2 amends the initial statement on Schedule 13D filed by the Reporting Person on November 28, 2022, as amended on February 24, 2023 (as amended prior to the date hereof, the “Original Filing,” and as amended by this Amendment No. 2, the “Amendment No. 2”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Filing. Capitalized terms used but not defined have the meaning given them in the Original Filing.

Item 4. Purpose of Transaction

Item 4 of the Original Filing is hereby amended to delete the text of Item 4 in its entirety and replace it with the following:

The purpose of this Amendment No. 2 is to report that since the date on which Amendment No. 1 was filed, as of April 24, 2023, BTB had acquired a net additional 170,494 shares of Common Stock, equal to approximately 0.77% of the outstanding shares of Common Stock, since the date of the Original Filing. A further purpose for filing this Amendment is to provide an update on the Reporting Persons' activities concerning the Issuer.

On March 5, 2023, BT Brands submitted a demand to inspect certain books and records of the Issuer in accordance with Indiana law, encompassing (1) resolutions adopted by the Issuer’s board of directors (“Board”) with respect to its class of Common Stock, including resolutions by which the Board authorized the issuance of any shares of Common Stock, resolutions authorizing the issuance or award of all options, warrants, or other rights to acquire Common Stock, and a copy of each option, warrant or other written instrument granting the holder the right to acquire shares of Common Stock; (2) minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years; and (3) all written communications to shareholders generally within the past three years.

On April 17, 2023, BT Brands delivered a letter to the Issuer (the “Nomination Letter”) nominating Gary Copperud for election to the Board at the Issuer’s 2023 annual meeting of stockholders (the “Annual Meeting”). to serve as the Class 3 Director on the Board and advising the Issuer that it intends to solicit proxies or written consents for the election of the Nominee (the “Solicitation”), or any other person(s) nominated by BT Brands, to the Board at the Annual Meeting. In connection with the nomination, BT Brands and Gary Copperud entered into Nomination Agreement (the “Nomination Agreement”), a copy of which is filed as Exhibit 99.1 to this Amendment No. 2 and incorporated herein by reference, pursuant to which BT Brands agreed to indemnify Mr. Copperud against claims arising from his service on the Board, if so elected, and to reimburse him for all expenses incurred.

Mr. Copperud has granted BT Brands a power of attorney to execute certain SEC filings in connection with the Solicitation. A form of the Power of Attorney is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Reporting Persons may engage in discussions with management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons’ investment in the Common Stock and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, board appointments, governance, performance, management, capitalization, debt, liquidity and strategic plans. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization, debt, liquidity and strategic plans, or propose or engage in one or more other actions set forth herein.

The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, not otherwise described in this Amendment No. 2, including the solicitation of proxies, and may discuss such actions with the Issuer and Issuer's management and the Board, other stockholders of the Issuer and other interested parties.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by management or the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or additional proposals with respect to their investment in the Common Stock.

Except as otherwise described herein, the Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Common Stock reported herein.

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Item 5. Interest in Securities of the Issuer.

(a) The aggregate percentage of shares reported owned by each person named herein is based upon 22,215,512 shares of Common Stock outstanding as of March 15, 2023, as disclosed in the Form 10-K.

As of the close of business on the date hereof, BTB individually beneficially owned 1,421.647 shares of Common Stock, constituting approximately 6.39% of all of the outstanding Shares.

As of the close of business on the date hereof, Mr. Copperud individually beneficially owned 379,176 shares of Common Stock, which includes 203,145 shares of Common Stock owned by Sally Copperud, Mr. Copperud’s wife, over which Mr. Copperud exercises voting power by virtue of a proxy granted by Mrs. Copperud to Mr. Copperud dated April 22, 2023, constituting approximately 1.71% of all outstanding Shares.

Mr. Copperud owns 948,540 shares of common stock of BTB (including securities exercisable for or convertible shares into shares of BTB common stock within 60 days of the date hereof), representing approximately 14.83% of the outstanding shares of common stock of that company.

The Reporting Persons, in the aggregate, beneficially own 1,437,454 shares of Common Stock, constituting approximately 8.11% of the outstanding Shares.

(b) BTB has sole power to vote or direct the vote of and the sole power to dispose or direct the disposition of the 1,421,647 shares of Common Stock held by BTB.

Mr. Copperud has sole power to vote or direct the vote of and the sole power to dispose or direct the disposition of the 176,031 shares of Common Stock held by him and has the power to vote the 203,145 shares of Sally Copperud pursuant to a proxy granted by Mrs. Copperud to Mr. Copperud dated April 22, 2023.

Date	Number of Shares Purchased		Price Per share		Aggregate Purchase Price
02/24/23		13,971		0.31		4,338
02/24/2023		13,500		0.33		4,462
02/24/2023		100		0.32		32
03/31/2023		132,923		0.29		38,395
04/14/23		7,500		0.28		2,107
04/17/23		200		0.28		63
04/18/23		466		0.28		137.43
04/21/23		444		0.28		131.27

(d) No Person other than the Reporting Persons have the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in Item 5 hereof and listed in Item 7 below, the Reporting Persons have not entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1	Nomination Agreement dated April 14, 2023, between BT Brands, Inc., and Gary Copperud.
Exhibit 99.2	Power of Attorney dated April 22, 2023 granted by Gary Copperud to BT Brands, Inc.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 25, 2023

BT BRANDS, INC.
By:	/s/ Gary Copperud
Name:	Gary Copperud
Title:	Chief Executive Officer
GARY COPPERUD
	/s/ Gary Copperud

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EX-99.1

EXHIBIT 99.1

NOMINATION AGREEMENT

April 14, 2023

Gary Copperud

405 Main Avenue West,

Suite 2D,

West Fargo, North Dakota 58078

Dear Mr. Copperud:

This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by BT Brands, Inc., a Wyoming (“BT Brands”), for election as a director (a “Nominee”) of Noble Roman’s, Inc., an Indiana corporation (the “Company”). In connection with the Company’s 2023 annual meeting of shareholders (the “NR 2023 Annual Meeting”), BT Brands desires to commence a proxy solicitation of voting equity holders of the Company (the “Proxy Solicitation”), among other things, to cause your election to the Company’s Board of Directors (the “Board”) at the NR 2023 Annual Meeting.

1.  Responsibilities of Nominee. 

(a) You agree:

(i) To be named as a Nominee in any and all solicitation materials prepared by BT Brands in connection with the Proxy Solicitation;

(ii) To provide true and complete information concerning your background, experience, abilities and integrity as may be requested from time to time by BT Brands (including, without limitation, all information required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to be disclosed in a proxy statement, or other materials prepared by BT Brands in connection with the Proxy Solicitation (collectively, the “Proxy Statement”), and not to omit information that may be material to an understanding of your background, experience, abilities and integrity;

(iii) That your agreement to be a Nominee, and the information referred to in subparagraph (ii) of this paragraph 1(a) may be disclosed by BT Brands, in its Proxy Solicitation materials or otherwise; and

(iv) If elected, to serve as a director of the Company, and in that capacity to act in the best interests of the Company and its shareholders and to exercise your independent judgment and act in good faith, and, in accordance with your fiduciary duties, and duly consider all matters that come before the Board.

(b) You represent that the information supplied to BT Brands in your completed questionnaire, in any follow-up questions from BT Brands and any related supplement provided by you (together, the “Questionnaire”) relating to your being a Nominee is true and complete and does not omit information that may be material to an understanding of your background, experience, abilities and integrity. In addition, you agree that, concurrently with your execution of this Agreement, you will execute a consent, in the form attached as Exhibit A, in which you consent to being a Nominee, consent to being named in the Proxy Statement as a Nominee and, if elected, consent to serving as a director of the Company. If the NR 2023 Annual Meeting has not concluded by 11:59 p.m. Indianapolis, Indiana time, on December 31, 2023, you may withdraw your consent by providing written notice thereof to BT Brands. You agree that you will promptly provide BT Brands with (x) any updates to the information you have previously supplied to BT Brands in order to satisfy your obligation under subparagraph (ii) of this paragraph 1(a) and your representations in the Questionnaire, and (y) such additional information as may reasonably be requested by BT Brands in connection with your nomination for election to the Board.

2. Responsibilities of BT Brands. Notwithstanding anything in this Agreement to the contrary, BT Brands is not obligated to nominate you to the Board or to commence or complete the Proxy Solicitation.

3. No Compensation. You acknowledge that your agreement to be named as a nominee for election to the Board, to serve as a director of the Company, if elected, and to provide certain information to the Shareholder to prepare its proxy statement are duties contemplated under the terms of the employment agreement between you and BT Brands and that you are not entitled to any consideration or compensation for serving as a director of the Company, if elected. We expect that if you are elected to the Board, in consideration for your service as a director of the Company, you will be entitled to receive from the Company such compensation as will be payable to directors of the Company in accordance with the Company’s policies as in effect from time to time. Once elected to the Board, no further compensation shall be due from or payable by BT Brands.

4. Expenses. BT Brands agrees that for the period starting from the date of this Agreement and ending at the earlier of (a) your election to the Board (or if the election or qualification of members to the Board is contested on any grounds, such later date that such contest is resolved) and (b) the date you have been notified by BT Brands that it will not commence the Proxy Solicitation or has abandoned the Proxy Solicitation or will not nominate you to the Board or that the requisite number of votes for your election to the Board has not been obtained, BT Brands will (i) promptly reimburse you for all reasonable expenses incurred in the performance of your responsibilities as a Nominee as set forth in paragraph 1, (ii) directly pay for the reasonable legal fees and expenses incurred by one independent legal counsel acting on your behalf (the “Independent Counsel”), and (iii) directly pay for the fees and expenses of a proxy solicitor engaged by BT Brands for the Proxy Solicitation.

5. Indemnification.

(a) As a material inducement to you to become a Nominee, BT Brands hereby agrees to indemnify and defend you and hold you harmless from and against any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards, costs, expenses and amounts of any type (including reasonable fees and disbursements of counsel and costs of investigation) (collectively, “Losses”) to which you may become subject or which you may incur in connection with being made, or threatened with being made, a party or witness (or in any other capacity) to any proceeding at law or in equity or before any governmental agency or board or any other body whatsoever (whether arbitral, civil, criminal, trial, appeal, administrative, formal, informal, investigative or other) (a “Proceeding”), arising out of or based upon your being a Nominee or a “participant in a solicitation” (as defined in the rules and regulations under the Securities Exchange Act of 1934, as amended), except to the extent such Loss arises or results from your willful misconduct or any untrue statement or omission made by you or made by BT Brands in reliance upon and in conformity with information furnished by you in writing expressly for use in any document made available to the public; it being understood that you are furnishing the Questionnaire expressly for use in the Proxy Statement and other filings to be made publicly available in connection with the Proxy Solicitation. We expect that if you are elected to the Board, you will be entitled to such indemnification and advancement of expenses with respect to your service as a director of the Company as are provided to the Company’s directors, in accordance with the Company’s policies as in effect from time to time, and will be entitled to be covered by the directors and officers liability insurance policy maintained by the Company for its directors, in accordance with the Company’s polices as in effect from time to time. After you are elected to the Board, BT Brands will indemnify and hold you harmless only to the extent any indemnification and insurance provided by the Company is inadequate to cover the Losses for which BT Brands has agreed to indemnify you pursuant to the first sentence of this paragraph 5(a).

(b) In the event of the commencement or threatened commencement of any Proceeding in respect of which you may seek indemnification from BT Brands hereunder, you will give prompt written notice thereof to BT Brands; provided, however, that the failure to so provide prompt notice shall not relieve BT Brands of its indemnification obligations hereunder except to the extent that BT Brands is materially prejudiced as a result thereof. BT Brands shall timely pay all reasonable fees and disbursements of the Independent Counsel in respect of such Proceeding as they are incurred. In addition to the Independent Counsel, you shall have the right to retain separate counsel, provided that you shall be responsible for the fees and expenses of such counsel and costs of such participation unless you and BT Brands mutually agree to the retention of such counsel. BT Brands shall in no event be liable for any settlement by you of any Proceeding effected without the prior written consent of BT Brands, which consent shall not be unreasonably withheld.

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(c) BT Brands shall not settle, without your prior written consent (which you may withhold in your sole discretion), any Proceeding in any manner that would impose any penalty, obligation or limitation on you (other than monetary damages for which BT Brands agrees to be wholly responsible) or that would contain any language that could reasonably be viewed as an acknowledgement of wrongdoing on your part or otherwise as detrimental to your reputation.

(d) Your rights to indemnification under this Agreement shall include the right to be advanced any and all expenses incurred in connection with any indemnifiable claim promptly upon your request as such expenses are incurred.

(e) Notwithstanding anything to the contrary, if BT Brands has made payments to you pursuant to the indemnification and expense reimbursement provisions hereof and you subsequently are reimbursed by a third party therefor, you will remit such subsequent reimbursement to BT Brands.

(f) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which you may be entitled under any by-law, other agreement, vote of shareholders or disinterested directors, or otherwise, to the extent such other rights are permitted by applicable law.

6. General. Notices and other communications under this Agreement shall be in writing and delivered by a nationally-recognized overnight courier with tracking capability, if mailed to you, then to the address set forth above under your name, and, if mailed to BT Brands, then to the address indicated under our signature line on the signature page hereof, attention Chief Financial Officer. The failure of a party to insist upon strict adherence to any term contained herein shall not be deemed to be a waiver of such party’s rights thereafter to insist upon strict adherence to that term or to any other term contained herein. In the event that any one or more provisions of this Agreement are deemed to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision(s) shall be deemed severed to the least extent possible without affecting the validity, legality and enforceability of the remainder of this Agreement. This Agreement (a) shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles; (b) contains the entire understanding of the parties with respect to the subject matter contained herein and may not be modified or amended except by mutual written consent; and (c) shall inure to the benefit of and be binding upon the parties and their respective heirs, representatives, successors, and assigns. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Signature page follows.]

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If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this Agreement.

	Very truly yours, BT BRANDS INC.
	By:	/s/ Kenneth Brimmer
	Name:	Kenneth Brimmer
	Title:	Chief Financial Officer
Accepted and agreed to:
/s/ Gary Copperud		Date: April 14, 2023
Gary Copperud

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EXHIBIT A

CONSENT OF NOMINEE

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EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned, Gary Copperud, hereby constitutes and appoints BT Brands, Inc. and Kenneth Brimmer, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all lawful action in connection with (i) the reporting of the undersigned’s beneficial ownership of, or participation in a group (the “Group”) with respect to, securities of Noble Roman’s, Inc., an Indiana corporation (the “Company”) directly or indirectly beneficially owned by BT Brands, Inc. or any of its affiliates (collectively, “BT Brands”) in order to ensure compliance with applicable legal or regulatory obligations or the rules of any stock exchange and (ii) any proxy solicitation by BT Brands to elect BT Brands’ director nominee to the board of directors of the Company at the 2023 annual meeting of stockholders of the Company (the “Solicitation”), so long as all information provided or otherwise disclosed, either publicly or privately, to any third party with respect to the undersigned is the same as that provided by, or confirmed in writing by the undersigned or is otherwise readily publicly available. Such action shall include, but not be limited to:

1. if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by BT Brand that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation; and

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents as to which the undersigned shall agree in writing to the terms in advance; provided, however, that with respect to any amendment of any Joint Filing and Solicitation Agreement or similar document that the undersigned is a party to, the undersigned agrees that, to the extent such amendment is solely to add or remove a party thereto (other than the undersigned), such attorney-in-fact may execute such document for and on behalf of the undersigned in such attorney-in-fact’s sole discretion; provided, further, that, notwithstanding anything to the contrary contained herein, such attorney-in-fact shall not execute any agreement to which the undersigned would be a party unless the undersigned has agreed in writing to the terms thereof in advance, other than those certain amendments to any Joint Filing and Solicitation Agreement or similar document referenced immediately above.

BT Brands, Inc. and Kenneth Brimmer, or either of them, agree to provide, or cause to be provided, to the undersigned with a reasonable opportunity to review and comment on draft copies of (i) any Schedule 13D, and amendments thereto that are required to be filed by the undersigned under Section 13(d) of the Exchange Act, and (ii) any Forms 3, 4 and 5 required to be filed by the undersigned under Section 16(a) of the Exchange Act, and shall consider in good faith any comments of the undersigned; provided that the foregoing shall not prevent or delay the Group from timely filing such form(s) with the United States Securities and Exchange Commission and any stock exchange or similar authority as required under applicable law or regulation. 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 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21^st day of April, 2023.

GARY COPPERUD

/s/ Gary Copperud