UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 17)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).

 

 

 

(1)                                 Carl H. Westcott directly holds 759,000 shares of common stock, par value $0.50 per share (the “Common Stock”), of Comstock Resources, Inc., a Nevada corporation (the “Issuer”). Additionally, Mr. Westcott exercises shared voting and disposition power over 362,441 shares of Common Stock with Court H. Westcott as managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, Ltd. (“Commodore Partners”), which directly owns 338,441 shares of Common Stock, and G.K. Westcott LP (“GK Westcott”), which directly owns 24,000 shares of Common Stock.

 

(2)                                 Carl H. Westcott has shared discretionary authority to purchase and dispose of shares of Common Stock under various accounts for the benefit of the following persons, who directly hold the following amounts of shares of Common Stock: Court H. Westcott, 4,000 shares; Carla Westcott, 11,692 shares; Peter Underwood, 13,500 shares; Francisco Trejo, Jr., 2,050 shares; and Rosie Greene, 2,000 shares. Carl H. Westcott does not exercise any voting power over any such shares of Common Stock owned by the aforementioned individuals and expressly disclaims beneficial ownership of such shares.

 

(3)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

2

 

 

(1)                                 Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 338,441 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of Commodore Partners.

 

(2)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

3

 

 

(1)                                 Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 24,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of GK Westcott.

 

(2)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

4

 

 

(1)                                 Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over the 307,000 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, which directly owns 338,441 shares of Common Stock, and GK Westcott, which directly owns 24,000 shares of Common Stock.

 

(2)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

5

 

 

(1)                                 Consists of 4,000 shares of Common Stock held of record by Court H. Westcott, Trustee of the Court H. Westcott Living Trust.  Carl H. Westcott has shared discretionary authority to purchase and dispose of those shares of Common Stock for the benefit of such reporting person, but does not exercise any voting power with respect to such shares.  Carl H. Westcott expressly disclaims beneficial ownership of any such shares of Common Stock.

 

(2)                                 Carl H. Westcott and Court H. Westcott exercise shared voting and disposition power over 362,441 shares of Common Stock as the managers of Carl Westcott, LLC, the general partner of each of Commodore Partners, which directly owns 338,441 shares of Common Stock, and GK Westcott, which directly owns 24,000 shares of Common Stock.

 

(3)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

6

 

 

(1)                                 Carla Westcott directly holds 11,692 shares of Common Stock.  Carl H. Westcott has shared discretionary authority to purchase and dispose of those shares of Common Stock for the benefit of such reporting person, but does not exercise any voting power with respect to such shares.  Carl H. Westcott expressly disclaims beneficial ownership of any such shares of Common Stock.

 

(2)                                 The percentage ownership is based on 15,376,987 shares of Common Stock outstanding, as reported by the Issuer in its registration statement on Form S-3 filed on April 25, 2017.

 

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Item 1. Security and Issuer

 

This Amendment No. 17 to Schedule 13D (“Amendment No. 17”) amends and supplements the original Schedule 13D filed on June 11, 2015 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, and Amendment No. 16, the “Schedule 13D”), Amendment No. 1 to Schedule 13D filed on June 30, 2015 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed on July 6, 2015 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed on July 20, 2015 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed on August 10, 2015 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed on May 25, 2016 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed on September 6, 2016 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed on September 21, 2016 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed on December 5, 2016 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed on December 16, 2016 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed on January 3, 2017 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed on January 17, 2017 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed on January 27, 2017 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D (“Amendment No. 13”) filed on February 7, 2017, Amendment No. 14 to Schedule 13D (“Amendment No. 14”) filed on February 17, 2017, Amendment No. 15 to Schedule 13D (“Amendment No. 15”) filed on March 16, 2017, and Amendment No. 16 to Schedule 13D (“Amendment No. 16”) filed April 13, 2017. This Amendment No. 17 is filed jointly on behalf of Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Court H. Westcott, and Carla Westcott (the “Reporting Persons”) relating to their beneficial ownership of the common stock, par value $0.50 per share (the “Common Stock”) of Comstock Resources, Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. On August 1, 2016, the Issuer effected a 1-for-5 reverse stock split.

 

This Amendment No. 17 is filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended, to reflect a change aggregating more than one percent (1%) in the beneficial ownership of the outstanding Common Stock in which Carl H. Westcott may be deemed to have a beneficial interest. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in the Schedule 13D.

 

Item 2. Identity and Background

 

Item 3. Source and Amount of Funds or Other Consideration

 

The information set forth or incorporated in Items 4 and 6 hereof are incorporated herein by reference.

 

With respect to each Reporting Person that is a natural person, the shares of Common Stock were acquired with the personal funds of such Reporting Person. The shares of Common Stock held by Commodore Partners, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by Commodore Partners for the general purpose of investing. The shares of Common Stock held by GK Westcott, of which Carl Westcott, LLC is the sole general partner, were acquired with funds held by GK Westcott for the general purpose of investing.

 

Item 4. Purpose of Transaction

 

This Item is being amended and supplemented to add the following:

 

The information set forth or incorporated in Items 3 and 6 hereof are incorporated herein by reference.

 

After accounting for all purchases and sales of Common Stock of the Reporting Persons since the filing of Amendment No. 16 (the period of April 13, 2017 through April 30, 2017), a net 228,625 shares of Common Stock were purchased by Carl H. Westcott during such period on his own behalf and on behalf of certain other Reporting Persons for an aggregate price of approximately $2,055,399.

 

Item 5. Interest in Securities of the Issuer.

 

This Item is being amended and supplemented to add the following:

 

(b)  The responses in rows 7, 8, 9 and 10 of the cover pages of this Statement are hereby incorporated by reference. Each of Court H. Westcott and Carla Westcott directly holds 4,000 and 11,692 shares of Common Stock, respectively, over which Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations.  Additionally, Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations, of 13,500, 2,050, and 2,000 shares of Common Stock held by Peter Underwood, Francisco Trejo, Jr., and Rosie Greene, respectively. Commodore Partners holds 338,441 shares of Common Stock, over

 

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which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of Commodore Partners. GK Westcott holds 24,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of GK Westcott.

 

(c)  After accounting for all purchases and sales of Common Stock of the Reporting Persons during the period of April 13, 2017 through April 30, 2017, a net 228,625 shares of Common Stock were sold by Carl H. Westcott on his own behalf and on behalf of the other Reporting Persons for an aggregate price of approximately $2,055,399.  All purchases and sales made in such period were made on the dates and at the prices set forth below. All purchases and sales listed below were affected in ordinary open market transactions.

 

Name of Reporting Person		Trade Date		Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott		4/13/2017		400		9.85
Carl H. Westcott		4/13/2017		100		9.84
Carl H. Westcott		4/13/2017		335		9.88
Carl H. Westcott		4/13/2017		165		9.83
Carl H. Westcott		4/13/2017		570		10.00
Carl H. Westcott		4/13/2017		165		9.97
Carl H. Westcott		4/13/2017		165		9.93
Carl H. Westcott		4/13/2017		100		9.87
Carl H. Westcott		4/13/2017		500		9.73
Carl H. Westcott		4/13/2017		500		9.73
Carl H. Westcott		4/13/2017		500		9.82
Carl H. Westcott		4/13/2017		1,500		9.77
Carl H. Westcott		4/13/2017		400		9.77
Carl H. Westcott		4/13/2017		100		9.77
Carl H. Westcott		4/13/2017		5,000		9.50
Carl H. Westcott		4/17/2017		1,000		9.21
Carl H. Westcott		4/17/2017		1,000		9.22
Carl H. Westcott		4/17/2017		3,000		9.22
Carl H. Westcott		4/17/2017		800		9.21
Carl H. Westcott		4/17/2017		200		9.20
Carl H. Westcott		4/17/2017		4,100		9.20
Carl H. Westcott		4/17/2017		300		9.20
Carl H. Westcott		4/17/2017		600		9.19
Carl H. Westcott		4/17/2017		500		9.32
Carl H. Westcott		4/17/2017		500		9.32
Carl H. Westcott		4/17/2017		2,000		9.25
Carl H. Westcott		4/17/2017		5,000		9.22
Carl H. Westcott		4/17/2017		500		9.16
Carl H. Westcott		4/17/2017		200		9.16
Carl H. Westcott		4/17/2017		1,800		9.16
Carl H. Westcott		4/18/2017		500		9.23
Carl H. Westcott		4/18/2017		4,000		9.17
Carl H. Westcott		4/18/2017		500		9.08
Carl H. Westcott		4/18/2017		500		9.09
Carl H. Westcott		4/18/2017		500		9.09
Carl H. Westcott		4/18/2017		500		9.09

 

9

 

Name of Reporting Person		Trade Date		Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott		4/18/2017		5,000		9.04
Carl H. Westcott		4/18/2017		3,361		9.00
Carl H. Westcott		4/19/2017		(2,561	)	9.21
Carl H. Westcott		4/19/2017		(100	)	9.17
Carl H. Westcott		4/19/2017		(400	)	9.16
Carl H. Westcott		4/19/2017		(900	)	9.16
Carl H. Westcott		4/19/2017		(3,600	)	9.16
Carl H. Westcott		4/20/2017		(2,508	)	9.19
Carl H. Westcott		4/20/2017		2,508		9.04
Carl H. Westcott		4/20/2017		2,508		9.02
Carl H. Westcott		4/20/2017		1,000		9.08
Carl H. Westcott		4/20/2017		2,500		9.00
Carl H. Westcott		4/20/2017		3,542		8.94
Carl H. Westcott		4/20/2017		858		8.94
Carl H. Westcott		4/20/2017		600		8.94
Carl H. Westcott		4/20/2017		5,000		8.92
Carl H. Westcott		4/20/2017		5,000		8.91
Carl H. Westcott		4/21/2017		500		8.95
Carl H. Westcott		4/21/2017		500		9.00
Carl H. Westcott		4/21/2017		500		8.94
Carl H. Westcott		4/21/2017		1,000		8.94
Carl H. Westcott		4/21/2017		500		8.89
Carl H. Westcott		4/21/2017		500		8.89
Carl H. Westcott		4/21/2017		2,000		8.89
Carl H. Westcott		4/21/2017		2,000		8.88
Carl H. Westcott		4/21/2017		2,500		8.92
Carl H. Westcott		4/21/2017		5,000		8.90
Carl H. Westcott		4/21/2017		5,000		8.85
Carl H. Westcott		4/24/2017		750		8.32
Carl H. Westcott		4/24/2017		4,250		8.50
Carl H. Westcott		4/24/2017		1,192		8.49
Carl H. Westcott		4/24/2017		500		8.65
Carl H. Westcott		4/24/2017		(2,500	)	8.72
Carl H. Westcott		4/24/2017		(2,500	)	8.75
Carl H. Westcott		4/24/2017		(2,500	)	8.78
Carl H. Westcott		4/24/2017		(200	)	8.70
Carl H. Westcott		4/24/2017		(558	)	8.69
Carl H. Westcott		4/24/2017		(1,742	)	8.69
Carl H. Westcott		4/24/2017		500		8.66
Carl H. Westcott		4/24/2017		500		8.66
Carl H. Westcott		4/24/2017		1,500		8.66
Carl H. Westcott		4/24/2017		700		8.66
Carl H. Westcott		4/24/2017		800		8.66
Carl H. Westcott		4/24/2017		1,500		8.66

 

10

 

Name of Reporting Person		Trade Date		Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott		4/24/2017		250		8.66
Carl H. Westcott		4/24/2017		1,000		8.65
Carl H. Westcott		4/24/2017		(1,217	)	8.65
Carl H. Westcott		4/25/2017		(4,000	)	8.87
Carl H. Westcott		4/25/2017		500		8.96
Carl H. Westcott		4/25/2017		4,600		8.95
Carl H. Westcott		4/25/2017		400		8.95
Carl H. Westcott		4/25/2017		2,000		8.84
Carl H. Westcott		4/25/2017		1,100		8.83
Carl H. Westcott		4/25/2017		900		8.83
Carl H. Westcott		4/25/2017		2,000		8.84
Carl H. Westcott		4/25/2017		2,000		8.84
Carl H. Westcott		4/25/2017		4		8.83
Carl H. Westcott		4/25/2017		1,000		8.83
Carl H. Westcott		4/25/2017		(841	)	9.00
Carl H. Westcott		4/25/2017		(3,159	)	8.98
Carl H. Westcott		4/25/2017		(4,000	)	9.03
Carl H. Westcott		4/25/2017		(2,500	)	9.08
Carl H. Westcott		4/26/2017		400		9.33
Carl H. Westcott		4/26/2017		100		9.25
Carl H. Westcott		4/26/2017		1,000		9.32
Carl H. Westcott		4/26/2017		500		9.03
Carl H. Westcott		4/26/2017		500		9.03
Carl H. Westcott		4/26/2017		300		9.05
Carl H. Westcott		4/26/2017		700		9.09
Carl H. Westcott		4/26/2017		463		9.03
Carl H. Westcott		4/26/2017		500		9.09
Carl H. Westcott		4/26/2017		(2,500	)	9.25
Carl H. Westcott		4/26/2017		(2,500	)	9.28
Carl H. Westcott		4/26/2017		1,000		9.21
Carl H. Westcott		4/26/2017		1,000		9.19
Carl H. Westcott		4/26/2017		600		9.19
Carl H. Westcott		4/26/2017		400		9.19
Carl H. Westcott		4/26/2017		1,000		9.18
Carl H. Westcott		4/26/2017		500		9.13
Carl H. Westcott		4/26/2017		1,500		9.14
Carl H. Westcott		4/26/2017		1,500		9.14
Carl H. Westcott		4/26/2017		1,500		9.13
Carl H. Westcott		4/26/2017		400		9.16
Carl H. Westcott		4/26/2017		100		9.16
Carl H. Westcott		4/26/2017		500		9.16
Carl H. Westcott		4/26/2017		500		9.13
Carl H. Westcott		4/26/2017		1,000		9.09
Carl H. Westcott		4/26/2017		685		9.08

 

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Name of Reporting Person		Trade Date		Number of Shares Purchased (Sold)		Price Per Share ($)
Carl H. Westcott		4/26/2017		250		9.09
Carl H. Westcott		4/27/2017		5,000		8.95
Carl H. Westcott		4/27/2017		5,000		8.95
Carl H. Westcott		4/27/2017		4,400		8.94
Carl H. Westcott		4/27/2017		600		8.94
Carl H. Westcott		4/27/2017		5,000		8.90
Carl H. Westcott		4/27/2017		5,000		8.90
Carl H. Westcott		4/27/2017		5,000		8.89
Carl H. Westcott		4/27/2017		5,000		8.85
Carl H. Westcott		4/27/2017		5,000		8.80
Carl H. Westcott		4/27/2017		5,000		8.83
Carl H. Westcott		4/27/2017		3,400		8.85
Carl H. Westcott		4/27/2017		1,200		8.85
Carl H. Westcott		4/27/2017		400		8.85
Carl H. Westcott		4/27/2017		2,900		8.86
Carl H. Westcott		4/27/2017		200		8.85
Carl H. Westcott		4/27/2017		900		8.84
Carl H. Westcott		4/27/2017		400		8.84
Carl H. Westcott		4/27/2017		600		8.84
Carl H. Westcott		4/27/2017		5,000		8.85
Carl H. Westcott		4/27/2017		900		8.90
Carl H. Westcott		4/27/2017		3,600		8.89
Carl H. Westcott		4/27/2017		722		8.87
Carl H. Westcott		4/27/2017		700		8.86
Carl H. Westcott		4/27/2017		900		8.86
Carl H. Westcott		4/27/2017		7,578		8.90
Carl H. Westcott		4/27/2017		3,300		8.89
Carl H. Westcott		4/27/2017		1,200		8.88
Carl H. Westcott		4/27/2017		700		8.87
Carl H. Westcott		4/27/2017		400		8.86
Carl H. Westcott		4/27/2017		1,065		8.95
Carl H. Westcott		4/28/2017		(3,985	)	8.90
Carl H. Westcott		4/28/2017		(196	)	8.90
Carl H. Westcott		4/28/2017		(300	)	8.90
Carl H. Westcott		4/28/2017		(57	)	8.90
Carl H. Westcott		4/28/2017		(300	)	8.90
Carl H. Westcott		4/28/2017		(162	)	8.90
Commodore Partners		4/17/2017		100		9.18
Commodore Partners		4/17/2017		1,900		9.21
Commodore Partners		4/17/2017		4,900		9.44
Commodore Partners		4/17/2017		100		9.44
Commodore Partners		4/17/2017		5,000		9.34
Commodore Partners		4/17/2017		2,500		9.17
Commodore Partners		4/17/2017		1,205		9.17

 

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Name of Reporting Person		Trade Date		Number of Shares Purchased (Sold)		Price Per Share ($)
Commodore Partners		4/17/2017		1,800		9.17
Commodore Partners		4/18/2017		5,000		9.02
Commodore Partners		4/19/2017		(2,500	)	9.18
Commodore Partners		4/20/2017		800		8.90
Commodore Partners		4/20/2017		4,301		8.92
Commodore Partners		4/20/2017		4,499		8.92
Commodore Partners		4/20/2017		400		8.92
Commodore Partners		4/20/2017		500		8.93
Commodore Partners		4/21/2017		2,500		8.94
Commodore Partners		4/21/2017		2,500		8.91
Commodore Partners		4/21/2017		300		8.94
Commodore Partners		4/21/2017		2,000		8.90
Commodore Partners		4/21/2017		200		8.89
Commodore Partners		4/21/2017		2,500		8.94
Commodore Partners		4/21/2017		1,900		8.88
Commodore Partners		4/21/2017		200		8.87
Commodore Partners		4/21/2017		400		8.87
Commodore Partners		4/21/2017		(2,500	)	8.95
Commodore Partners		4/24/2017		495		8.37
Commodore Partners		4/24/2017		1,000		8.48
Commodore Partners		4/25/2017		(2,500	)	9.12
Commodore Partners		4/26/2017		(300	)	9.33
Commodore Partners		4/26/2017		1,000		9.06
Commodore Partners		4/27/2017		10,000		8.95
Commodore Partners		4/27/2017		141		8.95
Commodore Partners		4/27/2017		100		8.94
Carla Westcott		4/20/2017		2,500		8.97
Carla Westcott		4/24/2017		92		8.65
Carla Westcott		4/25/2017		92		8.62
GK Westcott LP		4/27/2017		5,000		9.10

 

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

 

Item 7. Material to be Filed as Exhibits

 

Exhibit A	Joint Filing Agreement, dated June 8, 2015, by and among Carl H. Westcott, Commodore Partners, Ltd., G.K. Westcott LP, Carl Westcott, LLC, Jimmy Elizabeth Westcott, Chart H. Westcott, Court H. Westcott, and Carla Westcott (incorporated by reference to Exhibit A to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
Exhibit B	Form of Authorization of Agent (incorporated by reference to Exhibit B to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).
Exhibit C	Power of Attorney, dated June 8, 2015 (incorporated by reference to Exhibit C to the Schedule 13D filed with the Securities and Exchange Commission on June 11, 2015).

 

13

 

SIGNATURE

 

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: May 1, 2017

 

Reporting Persons:	CARL H. WESTCOTT
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact
	COMMODORE PARTNERS, LTD.
	By: Carl Westcott, LLC, its general partner
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact
	G.K. WESTCOTT LP
	By: Carl Westcott, LLC, its general partner
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact
	CARL WESTCOTT, LLC
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact
	COURT H. WESTCOTT
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact
	CARLA WESTCOTT
	/s/ Michael I. Smartt
	Michael I. Smartt
	Attorney-in-Fact

 

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