*
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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.
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CUSIP NO. 74727D306/74727D207
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13D
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Page 2 of 9 Pages
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1.
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Name of reporting person
Karl F. Lopker
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
Class A - 0
Class B - 0
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8.
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Shared voting power
Class A – 7,340,190
Class B – 2,709,244
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9.
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Sole dispositive power
Class A - 0
Class B – 0
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10.
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Shared dispositive power
Class A – 7,340,190
Class B – 2,709,244
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11.
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Aggregate amount beneficially owned by each reporting person
Class A – 7,340,190
Class B – 2,709,244
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
Class A – 45.87%
Class B – 84.32%
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14.
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Type of reporting person (see instructions)
IN
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CUSIP NO. 74727D306/74727D207
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13D
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Page 3 of 9 Pages
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1.
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Name of reporting person
Pamela M. Lopker
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
Class A - 0
Class B - 0
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8.
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Shared voting power
Class A – 7,340,190
Class B – 2,709,244
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9.
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Sole dispositive power
Class A - 0
Class B – 0
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10.
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Shared dispositive power
Class A – 7,340,190
Class B – 2,709,244
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11.
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Aggregate amount beneficially owned by each reporting person
Class A – 7,340,190
Class B – 2,709,244
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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||||
13.
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Percent of class represented by amount in Row (11)
Class A – 45.87%
Class B – 84.32%
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14.
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Type of reporting person (see instructions)
IN
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CUSIP NO. 74727D306/74727D207
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13D
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Page 4 of 9 Pages
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1.
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Name of reporting person
The Lopker Living Trust dated November 18, 2013
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
Class A - 0
Class B - 0
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8.
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Shared voting power
Class A – 5,038,595
Class B – 2,357,535
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9.
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Sole dispositive power
Class A - 0
Class B - 0
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10.
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Shared dispositive power
Class A – 5,038,595
Class B – 2,357,535
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11.
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Aggregate amount beneficially owned by each reporting person
Class A – 5,038,595
Class B – 2,357,535
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
Class A – 31.48%
Class B – 73.37%
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14.
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Type of reporting person (see instructions)
OO
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CUSIP NO. 74727D306/74727D207
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13D
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Page 5 of 9 Pages
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1.
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Name of reporting person
Lopker Family Foundation
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
Class A - 0
Class B - 0
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8.
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Shared voting power
Class A - 429,140
Class B - 19,828
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9.
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Sole dispositive power
Class A - 0
Class B - 0
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10.
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Shared dispositive power
Class A - 429,140
Class B - 19,828
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11.
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Aggregate amount beneficially owned by each reporting person
Class A - 429,140
Class B - 19,828
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
Class A – 2.68%
Class B – 0.62%
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14.
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Type of reporting person (see instructions)
OO
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CUSIP NO. 74727D306/74727D207
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13D
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Page 6 of 9 Pages
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1.
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Name of reporting person
Lopker Family 1997 Charitable Remainder Trust
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
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3.
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SEC use only
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4.
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Source of funds (see instructions)
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||||
5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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Citizenship or place of organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
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7.
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Sole voting power
Class A - 0
Class B - 0
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8.
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Shared voting power
Class A - 5,084
Class B - 1,247
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9.
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Sole dispositive power
Class A - 0
Class B - 0
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10.
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Shared dispositive power
Class A - 5,084
Class B - 1,247
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11.
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Aggregate amount beneficially owned by each reporting person
Class A - 5,084
Class B - 1,247
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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||||
13.
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Percent of class represented by amount in Row (11)
Class A – 0.03%
Class B – 0.04%
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14.
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Type of reporting person (see instructions)
OO
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CUSIP NO. 74727D306/74727D207
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13D
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Page 7 of 9 Pages
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 5.
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Interest in Securities of the Issuer
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CUSIP NO. 74727D306/74727D207
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13D
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Page 8 of 9 Pages
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Item 7.
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Material to be Filed as Exhibits
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Exhibit
No. |
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Description of Exhibit
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A.
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Joint Filing Agreement dated as of July 23, 2015, by and among Karl F. Lopker, Pamela M. Lopker, The Lopker Living Trust dated November 18, 2013, Lopker Family Foundation and Lopker Family 1997 Charitable Remainder Trust (incorporated by reference to Exhibit A to the Schedule 13D filed July 23, 2015).
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CUSIP NO. 74727D306/74727D207
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13D
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Page 9 of 9 Pages
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October 19, 2017
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(Date)
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/s/ Karl F. Lopker
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(Signature)
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Karl F. Lopker
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Name and Title
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October 19, 2017
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(Date)
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/s/ Pamela M. Lopker
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(Signature)
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Pamela M. Lopker
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Name and Title
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October 19, 2017
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(Date)
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/s/ Karl F. Lopker
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(Signature)
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Karl F. Lopker, Trustee
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The Lopker Living Trust dated November 18, 2013
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Name and Title
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October 19, 2017
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(Date)
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/s/ Karl F. Lopker
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(Signature)
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Karl F. Lopker, President
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Lopker Family Foundation
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Name and Title
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October 19, 2017
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(Date)
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/s/ Karl F. Lopker
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(Signature)
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Karl F. Lopker, Trustee
Lopker Family 1997 Charitable Remainder Trust
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Name and Title
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