-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LHm11l/3BiMw92SxYaNHTjg2zKSfGd2qII9E9z4klOVt8O/qW8sNoyMSh6p/wmS8 ekhrwCGTiWLEIQkWNtHGrQ== 0001193125-10-140217.txt : 20100916 0001193125-10-140217.hdr.sgml : 20100916 20100616060320 ACCESSION NUMBER: 0001193125-10-140217 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 20100616 DATE AS OF CHANGE: 20100802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162945 FILM NUMBER: 10899427 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 S-1/A 1 ds1a.htm AMENDMENT NO.5 TO FORM S-1 Amendment No.5 to Form S-1
Table of Contents

As filed with the Securities and Exchange Commission on June 16, 2010

Registration No. 333-162945

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 5

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TRIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

  2834   20-1320630

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

6310 Nancy Ridge Drive, Suite 101

San Diego, California 92121

(858) 452-0370

(Address, including zip code and telephone number, including

area code, of registrant’s principal executive offices)

 

 

Jeffrey Stein, Ph.D.

President and Chief Executive Officer

Trius Therapeutics, Inc.

6310 Nancy Ridge Drive, Suite 101

San Diego, California 92121

(858) 452-0370

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

Copies to:

 

M. Wainwright Fishburn, Jr., Esq.

Ethan E. Christensen, Esq.

Charles J. Bair, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

Patrick A. Pohlen, Esq.

Cheston J. Larson, Esq.

Divakar Gupta, Esq.

Latham & Watkins LLP

12636 High Bluff Drive, Suite 400

San Diego, California 92130

(858) 523-5400

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨

  Accelerated filer  ¨   Non-accelerated filer  ¨   Smaller reporting company  ¨
  (Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Proposed maximum

aggregate

offering price(1)

 

Amount of

registration fee(2)

Common Stock, $0.0001 par value per share

  $96,600,000   $5,550.71
 
 
(1)   Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2)   Previously paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JUNE 16, 2010

PRELIMINARY PROSPECTUS

6,000,000 Shares

LOGO

Common Stock

$             per share

 

 

This is the initial public offering of our common stock. We are selling 6,000,000 shares of our common stock. We currently expect the initial public offering price to be between $12.00 and $14.00 per share of common stock.

We have granted the underwriters an option to purchase up to 900,000 additional shares of common stock to cover over-allotments.

Our common stock has been approved for listing on the Nasdaq Global Market under the symbol “TSRX.”

 

 

Investing in our common stock involves risks. See “Risk Factors” on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

         Per Share       

    Total    

Public Offering Price

     $      $

Underwriting Discount

     $
     $

Proceeds to Trius (before expenses)

     $
     $

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. However, because indications of interest are not binding agreements or commitments to purchase, our underwriters may determine not to sell shares in this offering to these stockholders, or these stockholders may decide not to purchase shares in this offering. The underwriters will not receive any underwriting discounts or commissions from any sales of shares to these existing stockholders.

The underwriters expect to deliver the shares to purchasers on or about                     , 2010 through the book-entry facilities of The Depository Trust Company.

 

 

Citi

 

 

Piper Jaffray

 

 

 

Canaccord Genuity

JMP Securities

                     , 2010.


Table of Contents
LOGO


Table of Contents

 

TABLE OF CONTENTS

 

     Page

PROSPECTUS SUMMARY

   1

RISK FACTORS

   11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   42

USE OF PROCEEDS

   43

DIVIDEND POLICY

   43

CAPITALIZATION

   44

DILUTION

   46

SELECTED FINANCIAL DATA

   48

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   50

BUSINESS

   69

MANAGEMENT

   99

EXECUTIVE COMPENSATION

   105
     Page

TRANSACTIONS WITH RELATED PERSONS

   124

PRINCIPAL STOCKHOLDERS

   128

DESCRIPTION OF CAPITAL STOCK

   133

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

   138

SHARES ELIGIBLE FOR FUTURE SALE

   141

UNDERWRITING

   143

NOTICE TO INVESTORS

   146

LEGAL MATTERS

   149

EXPERTS

   149

WHERE YOU CAN FIND MORE INFORMATION

   149

INDEX TO FINANCIAL STATEMENTS

   F-1

 

 

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

Until                     , 2010 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Unless the context indicates otherwise, as used in this prospectus, the terms “Trius,” “Trius Therapeutics,” “we,” “us” and “our” refer to Trius Therapeutics, Inc. The name TRIUS THERAPEUTICS is our trademark. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

 

i


Table of Contents

PROSPECTUS SUMMARY

This summary highlights what we believe is the most important information about us and this offering. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including the “Risk Factors” and the financial statements and related notes included in this prospectus.

Overview

Trius Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. We are preparing to initiate Phase 3 clinical trials for our first product candidate, torezolid phosphate, an IV and orally administered second generation oxazolidinone, for the treatment of serious gram-positive infections, including methicillin-resistant Staphylococcus aureus, or MRSA. Oxazolidinones are a class of synthetic compounds used as antibiotics. A second generation oxazolidinone is chemically differentiated from, and designed for improved potency, resistance and spectrum of activity over, the first generation of oxazolidinones that were clinically developed. Gram-positive infections are caused by bacteria that possess a single membrane and a thick cell wall and turn dark-blue or violet when subjected to a laboratory staining method known as Gram’s method. There is currently only one approved first generation oxazolidinone, linezolid (marketed by Pfizer Inc. as Zyvox), which is currently the leading branded antibiotic for serious gram-positive infections, with reported worldwide sales of $1.1 billion in 2009. While there are several currently marketed antibiotics for serious gram-positive infections, Zyvox is the only currently marketed antibiotic labeled for MRSA that is available in both IV and oral dosage forms. We believe torezolid phosphate offers a number of important potential advantages over linezolid, including greater potency, once daily dosing, predictable drug exposure, a shorter course of therapy, in vivo bactericidal (i.e., bacterial killing) activity, lower frequency of resistance, activity against linezolid-resistant bacterial strains and an improved safety profile.

In June 2009, we announced positive results from our Phase 2 clinical trial of three oral doses (200, 300 and 400 mg once daily) of torezolid phosphate administered for five to seven days in patients with complicated skin and skin structure infections, or cSSSI. Ninety-one percent of patients randomized to receive a once daily 200 mg dose of torezolid phosphate, which we have selected for our Phase 3 clinical program, responded positively within 48 hours of receiving the initial dose, as determined by the cessation of spread of the infected lesion and the absence of fever. In the clinically evaluable patients, the cure rate was 96% overall and 98% for the 200 mg dose, as determined by the clinical investigator’s assessment at the end of therapy. The majority of patients in this trial were diagnosed with MRSA infections, of which 100% receiving the 200 mg dose were cured. These results, together with those from completed Phase 1 clinical trials, demonstrated that torezolid phosphate was highly effective against gram-positive pathogens, including MRSA, could be dosed once daily for a course of therapy of one week or less and had a favorable safety and tolerability profile.

Under our torezolid phosphate clinical program, we plan to develop torezolid phosphate to treat multiple clinical indications, including acute bacterial skin and skin structure infections, or ABSSSI (a new classification for cSSSI), and other important indications involving infections of the lung, blood and bone, such as community acquired bacterial pneumonia, or CABP, hospital acquired pneumonia, or HAP, ventilator acquired pneumonia, or VAP, bacteremia and osteomyelitis. Initially, we are developing torezolid phosphate for the treatment of ABSSSI. We opened our Investigational New Drug applications, or INDs, for the IV and oral dosage forms of torezolid phosphate in August 2009 and November 2007, respectively. Based upon guidance we have received from the United States Food and Drug Administration, or FDA, we plan to conduct two Phase 3 clinical trials for the treatment of ABSSSI. In our first Phase 3 clinical trial, we plan to test the oral dosage form of torezolid

 

 

1


Table of Contents

phosphate. In our second Phase 3 clinical trial, we plan to initiate patients on IV therapy and transition them to oral therapy. Both trials will be randomized, double-blind studies and will use linezolid as the comparator. We have reached agreement with the FDA on a Special Protocol Assessment, or SPA, for our Phase 3 clinical trial of the oral dosage form of torezolid phosphate. The SPA process creates a written agreement between the FDA and a sponsor concerning the clinical trial design, clinical endpoints and other clinical trial issues that can be used to support regulatory approval of a drug candidate. The process is intended to provide assurance that if the agreed upon clinical trial protocols are followed, the clinical trial endpoints are achieved and there is a favorable risk-benefit profile, the data may serve as the primary basis of an efficacy claim in support of a New Drug Application, or NDA. We expect to commence our Phase 3 clinical program during the second half of 2010 and to report top-line data from our first Phase 3 clinical trial by early 2012.

In addition to our torezolid phosphate clinical program, we are currently conducting two preclinical programs using our proprietary discovery platform to develop antibiotics to treat infections caused by bacteria of the gram-negative category and infections caused by bacteria of both the gram-negative and gram-positive categories. These preclinical programs are funded by up to $57.2 million awarded to us under contracts with the National Institutes of Health, or NIH, and the Department of Defense, or DoD.

The following table summarizes the target indications, dosage forms, stages of development and future plans for our torezolid phosphate clinical program and our preclinical programs:

LOGO

The Market Opportunity for Torezolid Phosphate

There is a significant need for new antibiotics to treat serious drug-resistant gram-positive infections. By far the most prevalent drug-resistant gram-positive bacterium in the hospital and community today is MRSA. MRSA infections have created an increasing burden on healthcare resources, thereby driving the need for new treatments that improve patient outcomes and reduce the cost of healthcare. The market for antibiotics labeled for MRSA is growing rapidly. According to IMS Health, the total United States sales for the five antibiotics labeled for MRSA grew from $778 million in 2005 to $1.5 billion in 2009.

 

 

2


Table of Contents

The most widely prescribed antibiotic for treating gram-positive infections is vancomycin, an IV only therapy. Based on the rapid rise of MRSA with reduced susceptibility to vancomycin, newer, more effective IV and orally available antibiotics are increasingly replacing vancomycin as the standard treatment for MRSA infections. The two most successful of these FDA-approved antibiotics are Zyvox, for which Pfizer Inc. reported 2009 worldwide sales of $1.1 billion, and Cubicin, for which Cubist Pharmaceuticals, Inc. reported net United States revenues of $524.0 million in 2009. We believe that both Zyvox and Cubicin have been commercially successful because of their activity against resistant gram-positive bacteria, particularly MRSA, although resistance to these antibiotics has been increasing. Due to the desire to transition patients from IV to oral therapy following discharge from the hospital, a key advantage of Zyvox over Cubicin is its availability in both IV and oral dosage forms. Unlike Cubicin, Zyvox is also labeled for use in the treatment of lung infections. However, we believe that Zyvox has a number of limitations, including low potency, variable drug exposure, dosing regimen and schedule, emerging resistance and potential for adverse drug interactions.

Therefore, we believe there is a significant opportunity for new antibiotics available in both IV and oral dosage forms that offer potency, convenience and safety advantages over existing therapies for the treatment of serious gram-positive infections.

Torezolid Phosphate

Torezolid phosphate is a second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. We believe torezolid phosphate is the second generation oxazolidinone furthest advanced in clinical development for the treatment of such infections. Torezolid phosphate is a novel prodrug antibiotic that is cleaved in the blood stream to the active compound, torezolid. We acquired exclusive rights to certain patent applications and other intellectual property related to torezolid phosphate through a license agreement with Dong-A Pharmaceutical Co., Ltd. in January 2007. As a second generation oxazolidinone, torezolid phosphate shares the positive attributes of linezolid, including the availability of IV and oral dosage forms, highly efficient oral absorption and tissue penetration and distribution, and activity against MRSA. However, based on clinical and nonclinical data, we believe that torezolid phosphate has significant potential advantages over linezolid, including the following:

 

   

Greater Potency. The potency of torezolid is four to eight times greater than linezolid against linezolid- susceptible strains and up to 16 times greater than linezolid against linezolid-resistant strains. The greater potency of torezolid should enable a shorter course of treatment as compared to linezolid. We believe that this enhanced potency may result in improved clinical outcomes, significant savings for hospitals and payor organizations, faster eradication of the pathogen and earlier discharge from the hospital.

 

   

More Convenient, Shorter and Once Daily Dosing Regimen. Torezolid phosphate can be administered once daily for five to seven days for the treatment of cSSSI, as compared to twice daily for 10 to 14 days for linezolid. We believe this shorter and once daily dosing regimen will contribute to improved patient compliance, decrease the risk of drug induced adverse events and limit the emergence of resistance.

 

   

Bactericidal Activity In Vivo. Torezolid, unlike linezolid, concentrates to a high extent inside certain white blood cells, which engulf pathogenic bacteria and concentrate at the site of infection. This feature of torezolid contributes to its in vivo bactericidal activity, or killing of pathogenic bacteria in the body, which is thought to yield a higher degree of efficacy and faster eradication of the pathogenic bacteria than is achieved with bacteriostatic antibiotics, which are antibiotics that arrest the growth of bacteria.

 

   

Activity Against Key Gram-Positive Drug-Resistant Strains and Select Atypical and Gram-Negative Bacteria. Torezolid is active against all clinically relevant gram-positive bacteria tested to date, including organisms resistant to linezolid and other antibiotics. Torezolid is also active against strains of the gram-negative bacterium Legionella and strains of the atypical bacterium Chlamydia, and thus may have utility in treating lower respiratory tract infections involving these bacteria.

 

 

3


Table of Contents
   

Low Intrinsic Frequency of Resistance. The frequency at which MRSA evolves resistance to torezolid is 16 times lower than the frequency at which it evolves resistance against linezolid. We believe that this may enable wider use of torezolid phosphate and limit the emergence of resistance.

 

   

Favorable and Predictable Pharmacokinetics. There is little patient-to-patient variability in the concentration of torezolid in blood, as compared to linezolid. As a result, we expect that torezolid will have more predictable drug exposure which may lead to a more uniform efficacy and safety profile across different patients when compared to linezolid.

 

   

Fewer Drug-Drug Interactions. Unlike linezolid, torezolid phosphate has not been shown to induce higher blood pressure and faster heart rate in the presence of tyramine, contained in certain foods, or drugs, such as selective serotonin re-uptake inhibitors, or SSRIs, and vasoconstrictors.

 

   

Improved Safety Profile for Longer Term Dosing. The results of our comparative 21-day Phase 1 clinical trial show that a 200 mg daily dose of torezolid phosphate had less impact on hematological parameters indicative of myelosuppression than the labeled dose of Zyvox (600 mg twice daily). Based upon the results of this clinical trial, we believe that torezolid phosphate may offer a safer alternative to linezolid for infections requiring longer term dosing, such as bacteremia and osteomyelitis.

Market acceptance and sales of torezolid phosphate will depend on many factors, including successfully demonstrating the safety and efficacy of torezolid phosphate in our Phase 3 clinical trials, the competitiveness of the product labeling approved by the FDA, effectiveness of the sales and promotional efforts for the product, acceptance by physicians and payors of torezolid phosphate as a safe and effective treatment, its reimbursement status, its cost relative to competing antibiotics and the outcomes of the development and approval of competitive products. In particular, in the absence of a diagnosis of a gram-positive infection, clinicians may prefer to initially prescribe an antibiotic with a broader spectrum of coverage than torezolid phosphate until the diagnosis of a gram-positive infection is confirmed. If approved, torezolid phosphate will compete against a number of antibiotics that have been approved and have shown activity against serious gram-positive infections, including those caused by MRSA. These antibiotics include vancomycin, linezolid, daptomycin, tigecycline and telavancin. Torezolid phosphate may also compete with antibiotics currently in, or which may soon enter, Phase 3 development or registration for ABSSSI (or cSSSI), such as ceftaroline, ceftobiprole, CEM-102, dalbavancin, delafloxacin, NXL-103, oritavancin, PTK 0796 and radezolid.

However, we believe that torezolid phosphate may provide physicians with a safe antibiotic for the treatment of serious gram-positive infections that is more potent and more convenient than linezolid and other currently available alternatives. Further, we believe use of torezolid phosphate will result in earlier discharge from the hospital, lower incidence of resistance and reduced need to switch to alternative antibiotics. All of these factors may contribute to reduced cost for treating serious gram-positive infections.

Our Research and Preclinical Programs

We have developed a proprietary discovery platform called focused antisense screening technology, or FAST, which uses antisense technology to validate suitable bacterial drug targets. We have also developed state-of-the-art capabilities in structure based drug design, or SBDD. These proprietary capabilities enable us to rapidly identify optimal bacterial targets and subsequently design highly potent and selective small molecule inhibitors, which we believe will enable us to develop new differentiated antibiotics. We have used these capabilities as the basis for our current preclinical programs. Our first preclinical program is directed against the enzyme targets GyrB and ParE to treat infections caused by gram-negative bacteria. In September 2008, we were awarded up to $27.7 million to support this program through a procurement contract of up to five years with the National Institute of Allergy and Infectious Diseases, or NIAID, a part of the NIH. Our second preclinical program targets antibacterial compounds from marine natural products libraries to treat infections caused by both

 

 

4


Table of Contents

gram-negative and gram-positive bacteria. In April 2010, we were awarded up to $29.5 million to support this program through a four and one-half year contract with the Defense Threat Reduction Agency, or DTRA, a part of the DoD.

Our Strategy

Our strategy is to discover and develop a pipeline of antibiotics focused on the treatment of serious, life-threatening infections, consisting of torezolid phosphate and additional compounds discovered internally using our proprietary discovery platform.

With respect to torezolid phosphate, our strategy is to:

 

   

Conduct two Phase 3 clinical trials for the treatment of ABSSSI, the first of which we plan to initiate during the second half of 2010;

 

   

Pursue clinical development for the treatment of other indications beginning in the second half of 2010;

 

   

Obtain regulatory approval for the treatment of ABSSSI initially in the United States and subsequently in the European Union;

 

   

Build a hospital-directed sales force and/or collaborate with third parties for commercialization in the United States; and

 

   

Out-license rights to, or collaborate with, third parties for commercialization outside of the United States.

With respect to our preclinical programs and proprietary discovery platform, our strategy is to:

 

   

Advance our preclinical programs into clinical development;

 

   

Actively pursue additional government contract revenues to support the discovery and development of additional compounds; and

 

   

Continue to use our proprietary discovery platform to discover additional antibiotics that we may develop internally or with third parties.

To execute on our strategy, we have built a strong management team with significant development and regulatory experience. Our senior management team consists of seven individuals with over 90 years of collective experience in the development and approval of antibiotics.

 

 

5


Table of Contents

Risks Relating to Our Business

We are a relatively early-stage biopharmaceutical company, and our business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to buy our common stock. In particular, you should consider the following risks, which are discussed more fully in “Risk Factors” beginning on page 11:

 

   

We have incurred significant operating losses since inception, including an accumulated deficit of $57.5 million as of March 31, 2010, and we anticipate that we will continue to incur losses for the foreseeable future;

 

   

We have no products approved for commercial sale, and we have not to date generated any revenues from product sales;

 

   

If we fail to obtain additional financing, we may not be able to complete the development and commercialization of torezolid phosphate or continue our preclinical programs;

 

   

We are heavily dependent on the success of torezolid phosphate, and if we fail to obtain regulatory approval for torezolid phosphate, our business will be materially harmed;

 

   

Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and clinical trials may not be predictive of future clinical trial results;

 

   

Delays in clinical trials and regulatory review are common and have many causes, and any such delays could result in increased costs and jeopardize or delay our ability to obtain regulatory approval and commence product sales;

 

   

We rely on third parties to conduct our clinical trials and to manufacture and supply torezolid phosphate, and we cannot be certain that they will successfully carry out their contractual duties or meet required timelines;

 

   

If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy;

 

   

If we fail to develop torezolid phosphate for additional indications, our commercial opportunity will be limited;

 

   

The availability of third-party coverage and reimbursement for newly approved drugs is uncertain, particularly in light of healthcare reform legislation and proposals in the United States and in other jurisdictions; if we fail to obtain adequate coverage and reimbursement from third-party payors, this could limit our ability to market torezolid phosphate once approved and could thus limit our ability to generate revenues; and

 

   

If we are unable to maintain and protect our proprietary intellectual property assets, our commercial opportunity will be impaired.

Corporate Information

We were originally incorporated as RexC Pharmaceuticals, Inc. in California in June 2004 and changed our name to Rx3 Pharmaceuticals, Inc. in September 2004. We subsequently changed our name to Trius Therapeutics, Inc. in February 2007 and reincorporated in Delaware in December 2007. Our principal executive offices are located at 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, and our telephone number is (858) 452-0370. Our website address is www.triusrx.com. The information contained in or that can be accessed through our website is not part of this prospectus.

 

 

6


Table of Contents

THE OFFERING

 

Common stock offered by us

6,000,000 shares

 

Over-allotment option

We have granted the underwriters an option for a period of 30 days to purchase up to 900,000 additional shares of common stock.

 

Common stock to be outstanding after this offering

16,678,781 shares

 

Use of proceeds

We intend to use the net proceeds from this offering of approximately $70.9 million (assuming an initial public offering price of $13.00 per share, which is the mid-point of the price range set forth on the cover page of this prospectus) to fund clinical trials and other research and development activities for torezolid phosphate and for working capital and other general corporate purposes. See “Use of Proceeds” on page 41.

 

Nasdaq Global Market symbol

“TSRX”

 

Risk factors

You should read the “Risk Factors” section of, and all of the other information set forth in, this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

The number of shares of common stock to be outstanding after this offering is based on 10,678,781 shares of common stock outstanding as of March 31, 2010, and excludes:

 

   

973,438 shares of common stock issuable upon the exercise of outstanding options under our 2006 equity incentive plan, or 2006 plan, as of March 31, 2010 having a weighted average exercise price of $1.36 per share;

 

   

3,244,602 shares of common stock reserved for future issuance under our 2010 equity incentive plan, or 2010 plan (including 44,602 shares of common stock reserved for future issuance under our 2006 plan as of March 31, 2010, which shares will be added to the shares to be reserved under our 2010 plan upon its effectiveness), 2010 non-employee directors’ stock option plan, or directors’ plan, and 2010 employee stock purchase plan, or 2010 purchase plan, each of which will become effective upon the signing of the underwriting agreement for this offering; and

 

   

66,075 shares of common stock issuable upon the exercise of outstanding warrants as of March 31, 2010 having an exercise price of $4.73 per share.

 

 

Unless otherwise noted, the information in this prospectus assumes:

 

   

the conversion of all our outstanding shares of preferred stock into 7,943,959 shares of common stock upon the completion of this offering;

 

   

the issuance of 1,767,416 shares of our common stock upon the completion of this offering as a result of the automatic conversion of $19.2 million of secured convertible notes (including accrued interest thereon) that we issued in November 2009, or the 2009 notes, assuming an initial public offering price of

 

 

7


Table of Contents
 

$13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and assuming the conversion occurs on June 17, 2010;

 

   

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws upon the completion of this offering; and

 

   

no exercise of the underwriters’ over-allotment option.

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. However, because indications of interest are not binding agreements or commitments to purchase, our underwriters may determine not to sell shares in this offering to these stockholders, or these stockholders may decide not to purchase shares in this offering.

 

 

8


Table of Contents

SUMMARY FINANCIAL DATA

The following table summarizes our financial data. We have derived the following summary of our statement of operations data for the years ended December 31, 2007, 2008 and 2009 from our audited financial statements appearing elsewhere in this prospectus. The statement of operations data for the three months ended March 31, 2009 and 2010 and the balance sheet data as of March 31, 2010 have been derived from our unaudited financial statements appearing elsewhere in this prospectus. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements and reflect all adjustments necessary to fairly state our financial position as of March 31, 2010 and results of operations for the three months ended March 31, 2009 and 2010. Our historical results are not necessarily indicative of the results that may be expected in the future. The summary of our financial data set forth below should be read together with our financial statements and the related notes to those statements, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this prospectus.

 

     Years Ended December 31,       Three Months Ended March 31,    
     2007     2008     2009           2009           2010  
     (In thousands, except per share data)  

Statement of Operations Data:

          

Revenues:

          

NIH grants

   $ 679      $ 429      $ —        $ —        $ —     

Contract research

     141        658        4,980        1,085        1,486   

Collaborations

     345        243        36        —          —     
                                        

Total revenues

     1,165        1,330        5,016        1,085        1,486   

Operating expenses:

          

Research and development

     8,517        20,086        23,049        6,671        4,152   

General and administrative

     1,546        2,290        4,134        996        1,210   
                                        

Total operating expenses

     10,063        22,376        27,183       
7,667
  
    5,362   
                                        

Loss from operations

     (8,898     (21,046     (22,167     (6,582     (3,876

Other income (expense):

          

Interest income

     308        582        36       
18
  
    —     

Interest expense

     (170     (297     (524    
(9

    (403

Other income (expense)

     12        (30     (26     3        4   
                                        

Total other income (expense)

     150        255        (514     12        (399
                                        

Net loss

     (8,748     (20,791     (22,681     (6,570     (4,275

Accretion of deferred financing costs on redeemable convertible preferred stock

     (8     (26     (28     (7     (8
                                        

Net loss attributable to common stockholders

   $ (8,756   $ (20,817   $ (22,709   $ (6,577   $ (4,283
                                        

Net loss per share, basic and diluted

   $ (31.72   $ (40.19   $ (31.11   $ (9.83   $ (5.08
                                        

Weighted-average shares outstanding, basic and diluted

     276        518        730        669        843   
                                        

Pro forma net loss per share, basic and diluted (unaudited)

       $ (2.16     $ (.37
                      

Weighted-average pro forma shares outstanding, basic and diluted (unaudited)

         10,403          10,526   
                      

 

 

9


Table of Contents
     As of March 31, 2010  
     Actual     Pro Forma     Pro Forma
as Adjusted
 
     (In thousands)      

Balance Sheet Data:

      

Cash and cash equivalents

   14,326      14,326      85,208   

Working capital (deficit)

   (6,409   13,376      84,258   

Total assets

   18,714      18,714      89,596   

Preferred stock warrant liability

   656      —        —     

Convertible notes payable

   19,785
  
  —        —     

Convertible preferred stock

   51,090      —        —     

Accumulated deficit

   (57,544   (60,735   (60,735

Total stockholders’ equity (deficit)

   (55,540   15,991      86,873   

The March 31, 2010 pro forma balance sheet data reflects (1) the conversion of all outstanding shares of our preferred stock into an aggregate of 7,943,959 shares of our common stock, which we expect to occur immediately prior to the closing of this offering, (2) the conversion of outstanding principal and accrued interest on the secured convertible notes that we issued in November 2009, a beneficial conversion charge related to such conversion, and the issuance of an aggregate of 1,767,416 shares of our common stock upon such conversion, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), and assuming the conversion occurs on June 17, 2010, and (3) the reclassification of the preferred stock warrant liability to additional paid-in-capital upon conversion of the warrants to purchase preferred stock into warrants to purchase common stock.

The March 31, 2010 pro forma as adjusted balance sheet additionally reflects the sale of 6,000,000 shares of common stock in this offering, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

 

10


Table of Contents

RISK FACTORS

Before you decide to invest in our common stock, you should consider carefully the risks described below, together with the other information contained in this prospectus. We believe the risks described below are the risks that are material to us as of the date of this prospectus. If any of the following risks comes to fruition, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Financial Condition and Capital Requirements

We have incurred significant operating losses since inception and anticipate that we will incur continued losses for the foreseeable future. We may never become profitable.

As of March 31, 2010, we had an accumulated deficit of $57.5 million. We have generated no revenues from product sales to date. We have funded our operations to date from the sale of approximately $70.8 million of our securities and through research funding from the United States government. We expect to continue to incur substantial additional operating losses for the next several years as we advance torezolid phosphate and our preclinical programs. In addition, we will incur additional costs of operating as a public company and, if we obtain regulatory approval for torezolid phosphate, we may incur significant sales, marketing, licensing and outsourced manufacturing expenses. As a result, we expect to continue to incur significant and increasing losses for the foreseeable future. Because of the numerous risks and uncertainties associated with developing and commercializing pharmaceutical drugs, we are unable to predict the extent of any future losses. We may never successfully commercialize any products and thus may never have any significant future revenues or achieve and sustain profitability.

We have limited sources of revenues and have not to date generated any revenues from product sales.

We are a biopharmaceutical company with no products approved for commercial sale. To date, substantially all of our revenues have been derived from federal contract and grant revenues and fees for research services from license or collaboration agreements, and we have not generated any revenues from product sales. We do not anticipate generating revenues, if any, from sales of torezolid phosphate for at least four years from the date of this prospectus. Our ability to generate future revenues from product sales depends heavily on our success in:

 

   

Obtaining favorable results for and advancing the development of torezolid phosphate for the treatment of acute bacterial skin and skin structure infections, or ABSSSI, including successfully initiating and completing our Phase 3 clinical trials;

 

   

Obtaining United States and/or foreign regulatory approvals for torezolid phosphate;

 

   

Commercializing torezolid phosphate and any other product candidates for which we obtain FDA approval, including by building a hospital-directed sales force and/or collaborating with third parties;

 

   

Achieving broad market acceptance of torezolid phosphate in the medical community and with third-party payors;

 

   

Pursuing clinical development of torezolid phosphate for the treatment of other indications, including community-acquired bacterial pneumonia, or CABP, hospital-acquired pneumonia, or HAP, ventilator- acquired pneumonia, or VAP, bacteremia and osteomyelitis; and

 

   

Generating a pipeline of innovative product candidates using our drug discovery platform or through licensing strategies.

Torezolid phosphate will require extensive additional clinical study and evaluation, regulatory approval in multiple jurisdictions, substantial investment and significant marketing efforts before we generate any revenues from product sales. We are not permitted to market or promote torezolid phosphate, or any other antibiotic

 

11


Table of Contents

product candidates that we develop, before we obtain regulatory approval from the FDA or comparable foreign regulatory authorities. If we do not obtain regulatory approval for and successfully commercialize torezolid phosphate, we may not generate any revenues from product sales, and we may not be able to continue our operations. Even if we successfully obtain regulatory approval to market torezolid phosphate, our revenues are dependent upon the size of the markets in the territories for which we obtain regulatory approval and have commercial rights, as well as our ability to gain market acceptance and achieve commercial success. If we do not generate revenues, or the markets for the treatment of ABSSSI are not as significant as we estimate, our business and prospects will be materially harmed.

If we fail to obtain additional financing, we may not be able to complete the development and commercialization of torezolid phosphate or any other product candidates.

Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial amounts to:

 

   

Complete the clinical development of torezolid phosphate, initially for treatment of ABSSSI, which will obligate us to pay substantial additional milestone payments to the licensor of torezolid phosphate;

 

   

Launch and commercialize torezolid phosphate and any other product candidates for which we obtain regulatory approval, including by building a hospital-directed sales force and/or collaborating with third parties;

 

   

Pursue clinical development of torezolid phosphate for the treatment of other indications, including CABP, HAP, VAP, bacteremia and osteomyelitis; and

 

   

Continue our discovery and development programs to advance our internal product pipeline.

We estimate that the net proceeds from this offering will be approximately $70.9 million, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and offering expenses payable by us. We expect that the net proceeds from this offering and our existing cash and cash equivalents, together with interest thereon, will be sufficient to fund our capital requirements through mid-2012. However, changing circumstances may cause us to consume capital significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control. For example, our clinical trials may encounter technical, enrollment or other issues that could cause our development costs to increase more than we expected. We may also need to raise additional funds sooner if we choose to initiate clinical trials for indications in addition to ABSSSI more rapidly than we presently anticipate. In any event, we expect that we will require additional capital to obtain regulatory approval of and to commercialize torezolid phosphate. Securing additional financing will require a substantial amount of time and attention from our management and may divert a disproportionate amount of its attention away from our day-to-day activities, which may adversely affect our management’s ability to conduct our day-to-day operations. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to:

 

   

Significantly delay, scale back or discontinue the development or commercialization of torezolid phosphate or our preclinical programs;

 

   

Seek collaborators for one or more of our current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; or

 

   

Relinquish or license on unfavorable terms, our rights to technologies or product candidates that we otherwise would seek to develop or commercialize ourselves.

If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing discovery, development and commercialization efforts and our ability to generate

 

12


Table of Contents

revenues and achieve or sustain profitability will be substantially harmed. In addition, if the United States government stops funding our preclinical programs, we may not be able to continue our preclinical programs, and our business and prospects may be materially harmed.

To raise additional funds to support our business operations, we may sell additional equity or convertible debt securities, which would result in dilution to our stockholders, or incur indebtedness which could result in restrictive covenants that adversely impact the operation of our business.

The sale of additional equity or convertible debt securities would result in the issuance of additional shares of our capital stock and dilution to our stockholders. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.

The timing of the milestone and royalty payments we are required to make to Dong-A Pharmaceutical Co., Ltd., or Dong-A, is uncertain and could adversely affect our cash flows and results of operations.

In January 2007, we entered into a license agreement with Dong-A pursuant to which we acquired an exclusive license to certain patent applications and other intellectual property related to the oral and injectable forms of torezolid phosphate to develop and commercialize licensed products, including torezolid phosphate, outside of South and North Korea, or Korea. In addition to milestone payments we have already made to Dong-A, we have an obligation to make up to an aggregate of $13.0 million in additional payments upon achievement of specified development and regulatory approval milestones. We are also required to pay Dong-A mid-single digit tiered royalties on net sales of torezolid phosphate. The timing of our achievement of these events and corresponding milestone payments to Dong-A is subject to factors relating to the clinical and regulatory development and commercialization of torezolid phosphate, many of which are beyond our control. We may become obligated to make a milestone payment when we do not have the cash on hand to make such payment, which could require us to delay our clinical trials, curtail our operations, scale back our commercialization and marketing efforts or seek funds to meet these obligations on terms unfavorable to us. In addition, if we are unable to make any payment to Dong-A when due or if we fail to use commercially reasonable efforts to achieve certain development and commercialization milestones within the timeframes required by our license agreement with Dong-A, Dong-A has the right to terminate the license agreement and all of our rights to develop and commercialize torezolid phosphate upon 90 days’ written notice of our failure to make any such payment or to timely achieve the specified development and commercialization milestones.

Our limited operating history makes it difficult to evaluate our business and prospects.

We were incorporated in 2004. Our operations to date have been limited to organizing and staffing our company, conducting product development activities for torezolid phosphate and performing research and development with respect to our preclinical programs. We have not yet demonstrated an ability to obtain regulatory approval for or commercialize a product candidate. Consequently, any predictions about our future performance may not be as accurate as they could be if we had a history of successfully developing and commercializing pharmaceutical products.

Risks Related to our Business

We are heavily dependent on the success of torezolid phosphate, which is still under clinical development. We cannot assure you that we will obtain regulatory approval for torezolid phosphate. If we fail to obtain regulatory approval for torezolid phosphate, our business will be materially harmed.

To date, we have not marketed, distributed or sold any products. Our near-term prospects are substantially dependent on our ability to develop and commercialize torezolid phosphate. To date, we have completed one

 

13


Table of Contents

Phase 2 clinical trial and five Phase 1 clinical trials of torezolid phosphate. In October 2009, we completed our end of Phase 2 meeting with the FDA, and based on the feedback we received and guidance from the FDA, we are planning two Phase 3 clinical trials of torezolid phosphate for the treatment of ABSSSI, along with parallel, additional clinical safety and special population Phase 1 clinical trials necessary for registration. We plan to commence our first Phase 3 clinical trial during the second half of 2010. If our Phase 3 clinical trials are successful, we plan to use them as a basis for a new drug application, or NDA, seeking approval to commercialize the IV and oral dosage forms of torezolid phosphate for treatment of ABSSSI. We cannot commercialize torezolid phosphate prior to obtaining FDA approval. However, torezolid phosphate is susceptible to the risks of failure inherent at any stage of drug development, including the appearance of serious adverse events, or AEs, failure to maintain efficacy across a broad population of patients and the FDA’s determination that a drug product is not approvable. We cannot assure you that our clinical trials for torezolid phosphate will be completed timely or at all, or that we will be able to obtain FDA approval for this product. If we are not able to commercialize torezolid phosphate for ABSSSI or for any other indications, we will not be able to generate product revenues in the foreseeable future, or at all. Torezolid phosphate is the only product candidate for which we have conducted clinical trials, and we cannot be certain that we will advance any other product candidates into clinical trials.

As a company, we have never obtained regulatory approval for or commercialized a drug. It is possible that the FDA may refuse to accept our NDA for substantive review or may conclude after review of our data that our application is insufficient to obtain regulatory approval of torezolid phosphate. If the FDA does not accept or approve our NDA, it may require that we conduct additional clinical, preclinical or manufacturing validation studies and submit that data before it will reconsider our application. Depending on the extent of these or any other FDA required studies, approval of any NDA or application that we submit may be delayed by several years, or may require us to expend more resources than we have available. In addition, increased scrutiny by the United States Congress of the FDA’s approval process, particularly in our areas of focus, may significantly delay or prevent regulatory approval, as well as impose more stringent product labeling and post-marketing testing and other requirements. Any delay in obtaining, or an inability to obtain, regulatory approvals would prevent us from commercializing torezolid phosphate, generating revenues and achieving and sustaining profitability. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA to approve our NDA. If any of these outcomes occur, we may be forced to abandon our NDA for torezolid phosphate, which would materially adversely affect our business and could potentially cause us to cease operations.

Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Clinical testing is expensive and can take many years to complete, and its outcome is highly uncertain. Failure can occur at any time during the clinical trial process due to inadequate performance of a drug or inadequate adherence by patients or investigators to clinical trial protocols, leading to poor data quality. The results of preclinical studies and early clinical trials of product candidates may not be predictive of the results of later-stage clinical trials. For example, the positive results we have seen to date in our Phase 2 clinical trial of torezolid phosphate in patients with complicated skin and skin structure infections, or cSSSI, does not ensure that later clinical trials, such as our planned Phase 3 clinical trials for the treatment of ABSSSI, will demonstrate similar results. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed satisfactorily through preclinical studies and initial clinical testing. A number of companies in the pharmaceutical and biotechnology industries, including those with greater resources and experience than us, have suffered significant setbacks in Phase 3 clinical trials, even after seeing promising results in earlier clinical trials. Despite the results reported in earlier clinical trials for torezolid phosphate, we do not know whether any Phase 3 or other clinical and nonclinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market torezolid phosphate. In addition, based on our discussions and agreement with the FDA, the design of our Phase 3 clinical trials of torezolid phosphate will differ in certain ways from our Phase 2 clinical trial. Those design changes may lead to unexpected results in our Phase 3 clinical trials. If future clinical or nonclinical trials do not produce favorable results, our ability to obtain regulatory approval for torezolid phosphate or our preclinical programs may be adversely impacted.

 

14


Table of Contents

The FDA regulatory approval process is lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for torezolid phosphate, our business will be substantially harmed.

The time required to obtain approval for commercialization from the FDA and similar foreign authorities is unpredictable but typically takes many years following the commencement of clinical trials, depending upon numerous factors. In addition, approval policies, regulations, or the type and amount of clinical data necessary to obtain regulatory approval may change during the course of a product’s clinical development.

We may fail to obtain regulatory approval for torezolid phosphate or any other product candidates for many reasons, including the following:

 

   

We may not be able to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for any indication;

 

   

The results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

 

   

The FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

 

   

We may not be able to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

 

   

We may not be able to demonstrate that a product candidate provides an advantage over current standard of care, future competitive therapies in development, or over placebo in any indications for which the FDA requires a placebo-controlled trial;

 

   

The FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

 

   

The FDA or comparable foreign regulatory authorities may not accept data generated at our clinical trial sites;

 

   

The data collected from clinical trials of any product candidates that we develop may not be sufficient to support the submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere;

 

   

The FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we or our collaborators enter into agreements for clinical and commercial supplies; and

 

   

The approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

This lengthy approval process as well as the unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market torezolid phosphate or any future product candidates, which would significantly harm our business, results of operations and prospects.

We have previously applied to the FDA for Fast Track designation based on the results of our in vitro nonclinical data and Phase 1 clinical trial data from healthy volunteers. Fast track designation is a process designed to facilitate the development and expedite the review of drugs to treat serious diseases and fill an unmet medical need. The applications were denied as the FDA was unable to conclude based on the submitted data and our proposed development plan at that time whether torezolid phosphate would meet an unmet medical need given that alternative therapies were available for cSSSI, including infections with MRSA as a pathogen. Based on our Phase 2 clinical trial data, or on other future data, we may consider submitting a new request for Fast Track designation. However, we cannot guarantee that we will ever receive Fast Track designation, or that torezolid phosphate will qualify for other FDA programs for expediting the development, review or approval process.

 

15


Table of Contents

Delays in clinical trials are common and have many causes, and any such delays could result in increased costs to us and jeopardize or delay our ability to obtain regulatory approval and commence product sales as currently contemplated.

We may experience delays in clinical trials of our product candidates. To date, torezolid phosphate has completed a Phase 2 clinical trial for the treatment of cSSSI. We plan to initiate two Phase 3 clinical trials of torezolid phosphate for the treatment of ABSSSI, the first of which will begin during the second half of 2010 and we anticipate receiving top-line data from this clinical trial by early 2012. In parallel, we also plan to conduct additional clinical safety and special population Phase 1 clinical trials necessary for registration. If our Phase 3 clinical trials are successful, we intend to use these trials as a basis to file an NDA for the approval of the IV and oral dosage forms of torezolid phosphate for the treatment of ABSSSI. We do not know whether our planned clinical trials will begin on time, need to be redesigned, enroll a sufficient number of patients or be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including the following:

 

   

Delays in obtaining regulatory approval to commence a trial;

 

   

Delays in reaching agreement with the FDA on any Special Protocol Assessments, or SPAs, we submit;

 

   

Imposition of a clinical hold following an inspection of our clinical trial operations or trial sites by the FDA or other regulatory authorities;

 

   

Delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites;

 

   

Delays in obtaining required institutional review board approval at each site;

 

   

Delays in recruiting suitable patients to participate in a trial;

 

   

Delays in having patients complete participation in a trial or return for post-treatment follow-up;

 

   

Clinical sites dropping out of a trial to the detriment of enrollment;

 

   

Time required to add new sites;

 

   

Delays in obtaining sufficient supplies of clinical trial materials; or

 

   

Delays resulting from negative or equivocal findings of a data safety monitoring board, or DSMB, for a trial.

Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors, including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for participating in the trial, the design of the clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating. For example, we could encounter delays in our clinical trials of torezolid phosphate if participating physician investigators encounter unresolved ethical issues associated with enrolling patients in clinical trials of torezolid phosphate in lieu of prescribing approved antibiotics that have established safety and efficacy profiles. Furthermore, we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials and while we have agreements governing their committed activities, we have limited influence over their actual performance. Any of these delays in completing our clinical trials could increase our costs, slow down our product development and approval process and jeopardize our ability to commence product sales and generate revenues.

We may be required to suspend or discontinue clinical trials due to adverse side effects or other safety risks that could preclude approval of torezolid phosphate or any of our future product candidates.

Our clinical trials may be suspended at any time for a number of reasons. A clinical trial may be suspended or terminated by us, our collaborators, the FDA or other regulatory authorities due to a failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, unforeseen safety issues or

 

16


Table of Contents

adverse side effects, failure to demonstrate a benefit from using the investigational drug, changes in governmental regulations or administrative actions, lack of adequate funding to continue the clinical trial, or negative or equivocal findings of a DSMB, an Institutional Review Board or an Independent Ethics Committee for a clinical trial. We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to participants. In addition, regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to participants. If we elect or are forced to suspend or terminate any clinical trial of any product candidates that we develop, the commercial prospects of such product candidates will be harmed and our ability to generate product revenues, if at all, from any of these product candidates will be delayed or eliminated. Any of these occurrences may harm our business, financial condition and prospects significantly.

To date, patients treated with torezolid phosphate have experienced drug-related side effects including nausea, diarrhea, vomiting and headache. One patient was hospitalized for cholecystitis, a serious AE, two days after receiving seven days of treatment with torezolid phosphate, which the clinical investigator determined to be possibly related to torezolid phosphate. After a cholecystectomy revealed gallstones, the clinical investigator determined that the serious AE was not related to torezolid phosphate. However, our future clinical trials will involve testing in larger patient populations, which could reveal a high prevalence of these or other side effects. In such an event, our trials could be suspended or terminated and the FDA or comparable foreign regulatory authorities could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. Any of these occurrences may harm our business and prospects significantly.

The SPA for our first Phase 3 clinical trial of torezolid phosphate does not guarantee any particular outcome from regulatory review of our Phase 3 clinical trials.

The FDA’s SPA process creates a written agreement between the sponsoring company and the FDA regarding clinical trial design and other clinical trial issues that can be used to support approval of a product candidate. The SPA is intended to provide assurance that if the agreed upon clinical trial protocols are followed, the clinical trial endpoints are achieved, and there is a favorable risk-benefit profile, the data may serve as the primary basis for an efficacy claim in support of an NDA. However, SPA agreements are not a guarantee of an approval of a product candidate or any permissible claims about the product candidate. In particular, SPAs are not binding on the FDA if previously unrecognized public health concerns arise during the performance of the clinical trial, other new scientific concerns regarding product candidate safety or efficacy arise or if the sponsoring company fails to comply with the agreed upon clinical trial protocols. We do not know how the FDA will interpret the commitments under the agreed upon SPA, how it will interpret the data and results or whether it will approve torezolid phosphate for the treatment of ABSSSI. In addition, although the FDA has provided us with feedback as to the adequacy of the proposed size of our safety population to support an NDA, it may, based on the review of our initial Phase 3 clinical trial safety data, require us to conduct additional clinical trials or enroll additional patients in our Phase 3 clinical program. As a result, we cannot guarantee any particular outcome from regulatory review of these planned Phase 3 clinical trials.

We rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may be delayed in obtaining or ultimately not be able to obtain regulatory approval for or commercialize torezolid phosphate or any other product candidates.

We have relied and plan to continue to rely upon CROs to monitor and manage data for our on-going clinical programs for torezolid phosphate as well as the execution of our preclinical and nonclinical studies, and control only certain aspects of our CROs’ activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards and our reliance on the CROs does not relieve us of our regulatory responsibilities. We and our CROs are required to comply with the FDA’s current good clinical practices, or cGCPs, which are regulations and guidelines enforced

 

17


Table of Contents

by the FDA for all of our products in clinical development. The FDA enforces these cGCPs through periodic inspections of trial sponsors, principal investigators and clinical trial sites. If we or our CROs fail to comply with applicable cGCPs, the clinical data generated in our clinical trials may be deemed unreliable, and the FDA may require us to perform additional clinical trials before approving our marketing applications. We cannot assure you that, upon inspection, the FDA will determine that any of our clinical trials comply with cGCPs. In addition, our clinical trials will require an adequately large number of test subjects to evaluate the safety and effectiveness of torezolid phosphate. Accordingly, if our CROs fail to comply with these regulations or recruit a sufficient number of patients, the FDA may require us to repeat clinical trials, which would delay the regulatory approval process.

In addition, our CROs are not our employees, and we cannot control whether or not they devote sufficient time and resources to our on-going clinical, nonclinical and preclinical programs. These CROs may also have relationships with other commercial entities, including our competitors, for whom they may also be conducting clinical studies or other drug development activities, which could harm our competitive position. If our CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements, or for other reasons, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for or successfully commercialize torezolid phosphate or any other product candidates that we develop. As a result, our financial results and the commercial prospects for torezolid phosphate and any other product candidates that we develop would be harmed, our costs could increase and our ability to generate revenues could be delayed.

We plan to maintain our relationships with existing CROs and enter into agreements with additional CROs to obtain additional resources and expertise in an attempt to accelerate our progress with regard to on-going clinical, nonclinical and preclinical programs and specifically, the compilation of clinical trial data for submission with an NDA for torezolid phosphate. Switching or entering into new relationships with CROs involves substantial cost and requires extensive management time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our operating results, financial condition or future prospects.

Our dependence upon third parties for the manufacture and supply of torezolid phosphate and any future product candidates and products may cause delays in, or prevent us from, successfully developing and commercializing products.

We do not currently have nor do we plan to implement the infrastructure or capability internally to manufacture torezolid phosphate for use in the conduct of our clinical trials. We employ the services of Albany Molecular Research, Inc., or AMRI, to produce torezolid phosphate active pharmaceutical ingredient, or API, and AAI Pharma Services, or AAI, to produce the solid oral and sterile IV torezolid phosphate finished products. We have entered into clinical supply master services agreements with both AMRI and AAI for our short-term clinical supply needs, but we do not have long-term or commercial agreements for the supply of torezolid phosphate or any future product candidates with AMRI, AAI or any other third party.

With respect to the manufacturing for our commercial scale product, we intend to eventually pursue long term agreements with our current manufacturers or transfer the manufacturing to other larger manufacturers. However, torezolid phosphate is a new chemical entity that has never been produced at commercial scale, and, as such, there are underlying risks associated with its manufacture, which could include cost overruns, new impurities, difficulties in scaling up or reproducing manufacturing processes and lack of timely availability of raw materials. Any of these risks may prevent or delay us from successfully developing and commercializing torezolid phosphate. If we are unable to arrange for third-party manufacturing sources, or do so on commercially

 

18


Table of Contents

reasonable terms, we may not be able to complete development of any product candidates or market them. Reliance on third-party manufacturers entails many risks, including regulatory compliance and quality assurance, the possibility of breach of the manufacturing agreement by the third party because of factors beyond our control and the possibility of termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or damaging to us.

Our third-party manufacturers are required to comply with applicable FDA current good manufacturing practice, or cGMP, regulations. In addition, our manufacturers will be subject to ongoing periodic unannounced inspections by the FDA and corresponding state and foreign agencies for compliance with cGMPs and similar regulatory requirements. These cGMP regulations cover all aspects of the manufacturing, testing, quality control and record keeping relating to our product candidates. We do not have control over our manufacturers’ compliance with these regulations and standards. Failure by any of our manufacturers to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure to grant approval to market our product candidates, delays, suspensions or withdrawals of approvals, operating restrictions, interruptions in supply and criminal prosecutions, any of which could significantly and adversely affect our business.

We could also experience manufacturing delays if our third-party manufacturers give greater priority to the supply of other products over our product candidates. If AMRI, AAI or any alternate supplier of finished drug product, experiences any significant difficulties in its respective manufacturing processes for torezolid phosphate API or finished drug product, we could experience significant interruptions in the supply of torezolid phosphate. Our inability to coordinate the efforts of our third-party manufacturing partners, or the lack of capacity available at our third-party manufacturing partners, could impair our ability to supply torezolid phosphate at the levels required for successful commercialization. If our current suppliers are unable or unwilling to perform under their agreements, we could experience significant interruptions in the supply of torezolid phosphate because of the significant regulatory requirements that we would need to satisfy in order to qualify a new torezolid phosphate API or finished drug product supplier.

If for any reason we are unable to use our currently available supply of torezolid phosphate, the inability to acquire additional quantities of torezolid phosphate in a timely manner from third parties could delay clinical trials of torezolid phosphate or result in product shortages and prevent us from developing and commercializing torezolid phosphate in a cost-effective manner or on a timely basis.

In addition, we do not currently have the capability to package torezolid phosphate finished drug product for distribution to hospitals and other customers. Prior to commercial launch, we intend to enter into agreements for the commercial supply of torezolid phosphate so that we can ensure proper supply chain management if and when we are authorized to make commercial sales of torezolid phosphate. If we are unable to enter into an agreement with a commercial supplier on satisfactory terms, or at all, our commercialization of torezolid phosphate may be significantly delayed.

If the FDA does not approve the manufacturing facilities of AMRI, AAI or any future manufacturing partners for commercial production, we may not be able to commercialize torezolid phosphate.

The facilities used by AMRI, AAI and any of our future manufacturers to manufacture torezolid phosphate must be approved by the FDA after we submit our NDA to the FDA and before approval of torezolid phosphate. We do not control the manufacturing process of torezolid phosphate and are completely dependent on these third-party manufacturing partners for compliance with the FDA’s requirements for manufacture of torezolid phosphate API and finished product. If our manufacturers cannot successfully manufacture material that conforms to our specifications and the FDA’s strict regulatory requirements, they will not be able to secure FDA approval for their manufacturing facilities. If the FDA does not approve these facilities for the commercial manufacture of torezolid phosphate, we may need to find alternative manufacturing facilities, which would result in significant delays of up to several years in obtaining FDA approval for torezolid phosphate.

 

19


Table of Contents

If approved, torezolid phosphate will face competition from less expensive generic versions of branded antibiotics of competitors and, if we are unable to differentiate the benefits of torezolid phosphate over these less expensive alternatives, we may never generate meaningful product revenues.

Generic antibiotic therapies are typically sold at lower prices than branded antibiotics and are generally preferred by managed care providers of health services. We anticipate that, if approved, torezolid phosphate will face increasing competition in the form of generic versions of branded products of competitors that have lost or will lose their patent exclusivity. For example, torezolid phosphate, if approved, will initially face competition from the inexpensive generic forms of vancomycin that are currently available and, in the future, would face additional competition from a generic form of linezolid when the patents covering it expire in 2015, or earlier if the patents are successfully challenged. If we are unable to demonstrate to physicians and payors that the key differentiating features of torezolid phosphate translate to overall clinical benefit or lower cost of care, we may not be able to compete with generic antibiotics.

We face significant competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We have competitors both in the United States and internationally, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations. As a result, these companies may obtain regulatory approval more rapidly than we are able and may be more effective in selling and marketing their products as well. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and drug products that are more effective or less costly than torezolid phosphate or any other drug candidate that we are currently developing or that we may develop, which could render our products obsolete and noncompetitive.

The competition in the market for antibiotics is intense. If approved, torezolid phosphate will face competition from commercially available antibiotics such as vancomycin, marketed as a generic by Abbott Laboratories and others; daptomycin, marketed by Cubist Pharmaceuticals, Inc. as Cubicin; linezolid, marketed by Pfizer Inc. as Zyvox; and telavancin, marketed by Theravance, Inc. and Astellas Pharma, Inc. as Vibativ. Vancomycin has been a widely used and well known antibiotic for over 40 years and is sold in a relatively inexpensive generic IV form. Vancomycin, daptomycin, linezolid and telavancin are all approved treatments for serious gram-positive infections such as cSSSI. Additionally, daptomycin is an approved treatment for bacteremia, linezolid is an approved treatment for pneumonia and vancomycin is an approved treatment for both bacteremia and pneumonia. If we are unable to obtain regulatory approval of torezolid phosphate for some or all of the indications for which our competitors are approved, we may not be able to compete effectively with such antibiotics.

In addition, if approved, torezolid phosphate may face additional competition from antibiotics currently in clinical development. Other antibiotics currently in development include ceftaroline, under development by Forest Laboratories, Inc. and AstraZeneca PLC, ceftobiprole, under development by Basilea Pharmaceutica AG and approved in Canada and Switzerland, CEM-102, under development by Cempra Pharmaceuticals, Inc., dalbavancin, under development by Durata Therapeutics, Inc., delafloxacin, under development by Rib-X Pharmaceuticals, Inc., NXL-103, under development by AstraZeneca PLC, oritavancin, under development by The Medicines Company, PTK 0796, under development by Paratek Pharmaceuticals, Inc. and Novartis AG, and radezolid, under development by Rib-X Pharmaceuticals, Inc., which, if approved, would compete in the antibiotic market and would target indications such as ABSSSI. In addition, torezolid phosphate may face competition from drug candidates currently in clinical development and drug candidates that could receive regulatory approval before torezolid phosphate in countries outside the United States and the European Union, or

 

20


Table of Contents

EU. If we are unable to demonstrate the advantages of torezolid phosphate over competing drugs and drug candidates, we will not be able to successfully commercialize torezolid phosphate and our results of operations will suffer.

Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make torezolid phosphate or any other product candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing antibiotics before we do.

Reimbursement may not be available for torezolid phosphate or any other product candidates that we develop, which could make it difficult for us to sell our products profitably.

Market acceptance and sales of torezolid phosphate or any other product candidates that we develop will depend on reimbursement policies and may be affected by future healthcare reform measures. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which drugs they will pay for and establish reimbursement levels. We cannot be sure that reimbursement will be available for torezolid phosphate or any other product candidates that we develop. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or the price of, our products. If reimbursement is not available or is available only to limited levels, we may not be able to successfully commercialize torezolid phosphate or any other product candidates that we develop.

The United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

In the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, also called the Medicare Modernization Act, or MMA, changed the way Medicare covers and pays for pharmaceutical products. The legislation established Medicare Part D, which expanded Medicare coverage for outpatient prescription drug purchases by the elderly but provided authority for limiting the number of drugs that will be covered in any therapeutic class. The MMA also introduced a new reimbursement methodology based on average sales prices for physician-administered drugs.

In March 2010, the Patient Protection and Affordable Care Act, or PPACA, became law. PPACA substantially changes the way healthcare is financed by both governmental and private insurers and significantly affects the pharmaceutical industry. Among the provisions of PPACA of greatest importance to the pharmaceutical industry are the following:

 

   

An annual, nondeductible fee on the prescription drug and biologics industry, apportioned among manufacturers according to their market share in certain government health care programs;

 

   

An increase in the rebates a manufacturer must pay to state Medicaid programs on utilization of the manufacturer’s products;

 

   

A new program, funded primarily by manufacturers, to provide discounts on pharmacy prescription prices to Medicare Part D beneficiaries in the program’s coverage gap;

 

   

Expansion of the entities eligible for discounts under the Public Health Service pharmaceutical pricing program;

 

   

New requirements to report certain financial arrangements with physicians;

 

   

A licensure framework for follow-on biologic products; and

 

21


Table of Contents
   

A new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical research.

We anticipate that this legislation will result in additional downward pressure on coverage and the price that we receive for any approved product, and could seriously harm our business. Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payments from private payors.

The availability of numerous generic antibiotics at lower prices than branded antibiotics, such as torezolid phosphate if it were approved for commercial introduction, may also substantially reduce the likelihood of reimbursement for torezolid phosphate. We expect to experience pricing pressures in connection with the sale of torezolid phosphate and any other products that we develop, due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative proposals. If we fail to successfully secure and maintain reimbursement coverage for our products or are significantly delayed in doing so, we will have difficulty achieving market acceptance of our products and our business will be harmed.

The commercial success of torezolid phosphate and any other product candidates that we develop, if approved in the future, will depend upon attaining significant market acceptance of these products among physicians and payors.

We have never commercialized a product candidate for any indication. Even if torezolid phosphate or any other product candidates that we develop are approved by the appropriate regulatory authorities for marketing and sale, physicians may not prescribe our approved products, which would prevent us from generating revenues or becoming profitable. Market acceptance of torezolid phosphate and any other product candidates that we develop by physicians and payors will depend on a number of factors, many of which are beyond our control, including:

 

   

The clinical indications for which the product is approved;

 

   

Acceptance by physicians and payors of each product as a safe and effective treatment;

 

   

The cost of treatment in relation to alternative treatments, including numerous generic drug products, such as vancomycin;

 

   

The relative convenience, ease of administration and acceptance by physicians and payors of torezolid phosphate in the treatment of ABSSSI;

 

   

The availability and efficacy of competitive drugs;

 

   

The extent to which the product is approved for inclusion on formularies of hospitals and managed care organizations;

 

   

The extent to which bacteria develop resistance to any antibiotic product candidates that we develop, thereby limiting its efficacy in treating or managing infections;

 

   

Whether the product is designated under physician treatment guidelines as a first-line therapy or as a second- or third-line therapy for particular infections;

 

   

The availability of adequate reimbursement by third parties, such as insurance companies and other healthcare payors, and/or by government healthcare programs, including Medicare and Medicaid;

 

   

Limitations or warnings contained in a product’s FDA-approved labeling; and

 

   

Prevalence and severity of adverse side effects.

Even if the medical community accepts that torezolid phosphate is safe and efficacious for its approved indications, physicians may not immediately be receptive to the use of torezolid phosphate or may be slow to adopt it as an accepted treatment for ABSSSI. In addition, even though we believe torezolid phosphate has significant advantages, we cannot assure you that any labeling approved by the FDA will contain claims that torezolid phosphate is safer or more effective than linezolid, or that will permit us to promote torezolid phosphate as being superior to competing products. Moreover, in the future, as has happened with other antibiotics, infectious bacteria could develop resistance to torezolid phosphate, particularly if it becomes widely used, which

 

22


Table of Contents

would render it less effective and therefore less appealing to physicians. If torezolid phosphate is approved but does not achieve an adequate level of acceptance by physicians and payors, we may not generate sufficient or any revenues from this product candidate and we may not become profitable. In addition, our efforts to educate the medical community and third-party payors on the benefits of torezolid phosphate may require significant resources and may never be successful.

We currently have no marketing and sales organization and have no experience in marketing drug products. If we are unable to establish effective marketing and sales capabilities or enter into agreements with third parties to market and sell our products after they are approved, we may not be able to generate product revenues.

We currently do not have a sales organization for the marketing, sales and distribution of pharmaceutical products. In order to commercialize any products, we must build our marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. Outside of Korea, we own exclusive rights to commercialize torezolid phosphate worldwide, and we contemplate establishing our own sales force or seeking third-party partners to sell torezolid phosphate in the United States and will seek third-party partners outside the United States. The establishment and development of our own sales force to market any products we may develop will be expensive and time consuming and could delay any product launch, and we cannot be certain that we will be able to successfully develop this capability. We or our future third-party commercialization partners will also have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel.

In addition, we may not be able to enter into collaboration arrangements with third parties to sell torezolid phosphate in the United States or in international markets on favorable terms or at all. If we fail to enter into marketing arrangements for our products and are unable to develop an effective international sales force, our ability to generate revenue would be limited as a significant portion of the market opportunity for torezolid phosphate and any other product candidates we develop is likely to be in international markets. To the extent we rely on third parties to commercialize our approved products whether within or outside the United States, we will receive less revenues than if we commercialized these products ourselves. In international markets in particular, we would have little or no control over the sales efforts of any other third parties involved in our commercialization efforts. In the event we are unable to develop our own marketing and sales force or collaborate with a third-party marketing and sales organization, we would not be able to commercialize torezolid phosphate or any other product candidates that we develop, which would negatively impact our ability to generate product revenues.

Even if the FDA approves torezolid phosphate for treatment of ABSSSI, adverse effects discovered after approval could limit the commercial profile of any approved label.

If we obtain regulatory approval for torezolid phosphate or any other product candidate that we develop, and we or others later discover, after approval and use in an increasing number of patients for longer periods of time, that our products could have adverse effect profiles that limit their usefulness or require their withdrawal (whether or not the therapies showed the adverse effect profile in Phase 1 through Phase 3 clinical trials), a number of potentially significant negative consequences could result, including:

 

   

Regulatory authorities may withdraw their approval of the product;

 

   

Regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;

 

   

We may be required to change the way the product is administered, conduct additional clinical studies, implement a burdensome risk evaluation and mitigation strategy, or REMS, or restrict the distribution of the product;

 

   

We could be sued and held liable for harm caused to patients; and

 

   

Our reputation may suffer.

 

23


Table of Contents

Any of these events could prevent us from maintaining market acceptance of the affected product candidate and could substantially increase the costs of commercializing our product candidates.

If we are not successful in attracting and retaining highly qualified personnel, including our current senior executive team, we may not be able to successfully implement our business strategy.

Our ability to compete in the highly competitive biotechnology and pharmaceuticals industries depends in large part upon our ability to attract and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on Jeffrey Stein, Ph.D., our President and Chief Executive Officer, and Philippe Prokocimer, M.D., our Chief Medical Officer. In order to induce these and other valuable employees to remain with us, we have provided stock options that vest over time. The value to employees of stock options is significantly affected by movements in our stock price that we cannot control and may at any time be insufficient to counteract more lucrative offers from other companies.

Our scientific team has expertise in many different aspects of drug discovery and development. We conduct our operations at our facility in San Diego, California. This region is headquarters to many other biopharmaceutical companies and many academic and research institutions and, as a result, there is currently a shortage of experienced scientists, which is likely to continue. Competition for skilled personnel in our market is very intense and competition for experienced scientists may limit our ability to hire and retain highly qualified personnel on acceptable terms or at all.

Despite our efforts to retain valuable employees, members of our management, scientific and medical teams may terminate their employment with us on short notice. While we have employment agreements with all of our employees, these employment arrangements provide for at-will employment, which means that any of our employees could leave our employment at any time, with or without notice. The loss of the services of any of our executive officers or other key employees could potentially harm our business, operating results or financial condition. Our success also depends on our ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level and senior scientific and medical personnel.

Other biotechnology and pharmaceutical companies with which we compete for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high quality candidates than what we have to offer. If we are unable to continue to attract and retain high quality personnel, the rate and success at which we can discover, develop and commercialize drug candidates will be limited.

We will need to grow our organization, and we may experience difficulties in managing this growth, which could disrupt our operations.

As of March 31, 2010, we employed 36 full-time employees. As our development and commercialization plans and strategies develop, we expect to expand our employee base for managerial, operational, sales, marketing, financial and other resources. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional employees. Also, our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations which may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional product candidates. If our management is unable to effectively manage our expected growth, our expenses may increase more than expected, our ability to generate and/or grow revenues could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize torezolid phosphate and our other product candidates and compete effectively will depend, in part, on our ability to effectively manage any future growth.

 

24


Table of Contents

If we fail to develop torezolid phosphate for additional indications, our commercial opportunity will be limited.

To date, we have focused primarily on the development of torezolid phosphate for the treatment of ABSSSI. A key element of our strategy is to pursue clinical development of torezolid phosphate for other indications, including CABP, HAP, VAP, bacteremia and osteomyelitis. Although we believe there is large commercial opportunity for the treatment of ABSSSI alone, our ability to generate and grow revenues will be highly dependent on our ability to successfully develop and commercialize torezolid phosphate for the treatment of these additional indications. The development of torezolid phosphate for these additional indications is prone to the risks of failure inherent in drug development and we cannot provide you any assurance that we will able to successfully advance any of these programs through the development process. Even if we receive FDA approval to market torezolid phosphate for the treatment of any of these additional indications, we cannot assure you that any such additional indications will be successfully commercialized, widely accepted in the marketplace or more effective than other commercially available alternatives. If we are unable to successfully develop and commercialize torezolid phosphate for these additional indications, our commercial opportunity will be limited and our business prospects will suffer.

Even if we obtain FDA approval of torezolid phosphate or any other product candidate we develop, we may never obtain approval or commercialize our products outside of the United States, which would limit our ability to realize their full market potential.

In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding safety and efficacy. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not mean that regulatory approval will be obtained in any other country. Approval procedures vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approvals could result in significant delays, difficulties and costs for us and require additional preclinical studies or clinical trials which would be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our products in those countries. Satisfying these and other regulatory requirements is costly, time consuming, uncertain and subject to unanticipated delays. In addition, our failure to obtain regulatory approval in any country may delay or have negative effects on the process for regulatory approval in other countries. We do not have any product candidates approved for sale in any jurisdiction, including international markets, and we do not have experience in obtaining regulatory approval in international markets. If we fail to comply with regulatory requirements in our international markets or to obtain and maintain required approvals, our target market will be reduced and our ability to realize the full market potential of our products will be harmed.

If we fail to develop and commercialize product candidates other than torezolid phosphate, we may not be able to grow our business or sustain profitability.

A key element of our strategy is to develop and commercialize a portfolio of new product candidates in addition to torezolid phosphate. As a significant part of this strategy, we intend to develop and commercialize additional products and product candidates through our proprietary drug discovery platform. The success of this strategy depends upon our ability to leverage this platform to identify optimal bacterial targets and subsequently design small molecule inhibitors against these targets leading to the development of differentiated new antibiotics.

We cannot be certain that we will be successful in our efforts to identify and develop additional differentiated new antibiotics or that any of our product candidates we do identify will produce commercially viable drugs that safely and effectively treat infectious diseases or other diseases. To date, our proprietary discovery platform has not yielded any product candidates. Our research and discovery programs may initially show promise in identifying potential product leads, yet fail to yield product candidates for clinical development.

In addition, research and discovery programs to identify new disease targets and product candidates require substantial technical, financial and human resources whether or not we ultimately identify any candidates. To

 

25


Table of Contents

date, our discovery programs have been largely funded by United States government grants and research contracts with the National Institute of Allergy and Infectious Diseases, or NIAID, and the Defense Threat Reduction Agency, or DTRA. If we are unable to maintain existing funding or secure additional funding for these programs and/or continue to devote the other technical and human resources to them, our ability to continue these programs will be adversely affected.

Any product candidate we do successfully identify may require substantial additional development efforts prior to commercial sale, including preclinical studies, extensive clinical testing and approval by the FDA and applicable foreign regulatory authorities. All product candidates are susceptible to the risks of failure that are inherent in pharmaceutical product development, including the possibility that the product candidate will not be shown to be sufficiently safe and/or effective for approval by regulatory authorities. In addition, we cannot assure you that any such products that are approved will be manufactured or produced economically, successfully commercialized, widely accepted in the marketplace or more effective than other commercially available alternatives.

If we are unable to develop suitable potential product candidates through internal research and discovery programs or otherwise by obtaining rights to novel therapeutics from third parties, our business and prospects will suffer.

A variety of risks associated with our international business relationships could materially adversely affect our business.

If approved for commercialization, we intend to enter into agreements with third parties who will market torezolid phosphate worldwide, with the exception of Korea. Consequently, we expect that we will be subject to additional risks related to entering into international business relationships, including:

 

   

Differing regulatory requirements for drug approvals in foreign countries;

 

   

Potentially reduced protection for intellectual property rights;

 

   

The potential for so-called parallel importing, which is what happens when a local seller, faced with high or higher local prices, opts to import goods from a foreign market (with low or lower prices) rather than buying them locally;

 

   

Unexpected changes in tariffs, trade barriers and regulatory requirements;

 

   

Economic weakness, including inflation, or political instability in particular foreign economies and markets;

 

   

Compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

 

   

Foreign taxes, including withholding of payroll taxes;

 

   

Foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;

 

   

Workforce uncertainty in countries where labor unrest is more common than in the United States;

 

   

Production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

 

   

Business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters including earthquakes, typhoons, floods and fires.

These and other risks may materially adversely affect our ability to attain or sustain profitable operations.

 

26


Table of Contents

Risks Related to Our Industry

We are subject to extensive and costly government regulation.

Antibiotics, including those we are developing and plan to develop in the future, are subject to extensive and rigorous domestic government regulation including regulation by the FDA, the Centers for Medicare and Medicaid Services, other divisions of the United States Department of Health and Human Services, the United States Department of Justice, state and local governments and their respective foreign equivalents. The FDA regulates the research, development, preclinical and clinical testing, manufacture, safety, effectiveness, record-keeping, reporting, labeling, storage, approval, advertising, promotion, sale, distribution, import and export of biopharmaceutical products. If any products we develop are tested or marketed abroad, they will also be subject to extensive regulation by foreign governments, whether or not we have obtained FDA approval for a given product and its uses. Such foreign regulation may be equally or more demanding than corresponding United States regulation.

Government regulation substantially increases the cost and risk of researching, developing, manufacturing and selling the products that we are developing.

New and future legislation, and/or regulations and policies adopted by the FDA or other regulatory health authorities, in addition to findings in ongoing and future clinical and nonclinical studies, may increase the time and cost required for us to conduct and complete clinical trials for torezolid phosphate or other product candidates that we develop.

The FDA is currently revising its existing guidance for industry entitled, “Uncomplicated and Complicated Skin and Skin Structure Infections—Developing Antimicrobial Drugs for Treatment” (Final July 1998). It is not known when the FDA will issue the revised draft guidance for ABSSSI or, after incorporating public feedback on the draft guidance, when the FDA will issue its final guidance on ABSSSI. In addition, the FDA released in March 2010 a draft guidance entitled “Guidance for Industry Non-Inferiority Clinical Trials.” This guidance document is relevant to our Phase 3 clinical program because our Phase 3 clinical trials use a non-inferiority trial design. It is not known when the FDA will issue a final guidance document or whether the final guidance will differ significantly from the draft guidance. In February 2010, the European Medicines Agency, or EMEA, issued its draft revision to the “Guideline on the Evaluation of Medicinal Products Indicated for the Treatment of Bacterial Infections.” As with the FDA, the timing for the issuance of the EMEA finalized guideline document, as well as its contents, is not known.

Though the new draft guidance for ABSSSI has not been issued by the FDA, we have received input from the FDA regarding specific changes that are being contemplated. Based on this input, we believe that the enrollment criteria for patients in our upcoming Phase 3 clinical trials for treatment of ABSSSI is different than those that were applicable under the July 1998 guidance regarding cSSSI. As a result, we need to enroll patients with a different proportion of infection types than we enrolled in our completed Phase 2 clinical trial for the treatment of cSSSI. In addition, we anticipate that the new draft guidance will recommend a change in the time at which the clinical cure is tested relative to the end of antibiotic therapy. As part of the SPA procedure, we have reached agreement with the FDA on the appropriate proportion of patients and time at which the clinical cure will be tested in our first Phase 3 clinical trial of torezolid phosphate.

While we have received information from the FDA regarding certain aspects that will be incorporated into the new draft guidance, we will not know the potential impact that any finalized guidances, should they be issued, may have on the design and conduct of our planned Phase 3 clinical trials and supportive studies or on the FDA’s approval of ABSSSI as the indication for which we are seeking approval, which could potentially significantly increase the time and cost required for us to conduct and complete these trials if size and scope were to be modified. Additionally, changes in regulatory requirements due to the adoption by FDA and/or foreign health authorities of new legislation, regulation, or policies may require us to amend clinical trial protocols or add new clinical trials to comply with these changes. Such amendments to existing protocols and/or clinical trial applications or the need for new ones, may impact the cost, timing and completion of the clinical trials.

 

27


Table of Contents

Even if we obtain regulatory approval for torezolid phosphate or any of our future product candidates, we will still face extensive regulatory requirements and our products may face future development and regulatory difficulties.

Even if regulatory approval in the United States is obtained, the FDA may still impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. For example, the labeling ultimately approved for torezolid phosphate, if any, may include restrictions on use. Torezolid phosphate or any of our other product candidates will also be subject to ongoing FDA requirements governing the labeling, packaging, storage, distribution, safety surveillance, advertising, promotion, record-keeping and reporting of safety and other post-market information. The holder of an approved NDA is subject to obligations to monitor and report AEs and instances of the failure of a product to meet the specifications in the NDA. Application holders must submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. Application holders must also submit advertising and other promotional material to the FDA and report on ongoing clinical trials. New legal requirements have also been enacted to require disclosure of clinical trial results on publicly available databases.

In addition, manufacturers of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with current good manufacturing practices regulations. If we or a regulatory agency discovers problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. The FDA and other regulatory authorities may also revisit the risk-benefit profile of an approved product if, for example, previously unknown problems with a product, such as AEs of unanticipated severity of frequency arise. In such circumstances, the FDA or other regulatory authorities may withdraw approval, require new warnings or other labeling changes to limit use of the drug, impose new study or monitoring requirements or require that we establish an REMS. Advertising and promotional materials must comply with FDA rules in addition to other potentially applicable federal and state laws. The distribution of product samples to physicians must comply with the requirements of the Prescription Drug Marketing Act. Sales, marketing and scientific/educational grant programs must comply with the anti-fraud and abuse provisions of the Social Security Act, the False Claims Act and similar state laws, each as amended. Pricing and rebate programs must comply with the Medicaid rebate requirements of the Omnibus Budget Reconciliation Act of 1990 and the Veteran’s Health Care Act of 1992, each as amended. If products are made available to authorized users of the Federal Supply Schedule of the General Services Administration, additional laws and requirements apply. All of these activities are also potentially subject to federal and state consumer protection and unfair competition laws. If we or our partners fail to comply with applicable regulatory requirements, a regulatory agency may:

 

   

Issue warning letters or untitled letters asserting that we are in violation of the law;

 

   

Seek an injunction or impose civil or criminal penalties or monetary fines;

 

   

Suspend or withdraw regulatory approval;

 

   

Suspend any ongoing clinical trials;

 

   

Refuse to approve pending applications or supplements to applications filed by us;

 

   

Suspend or impose restrictions on operations, including costly new manufacturing requirements;

 

   

Seize or detain products, refuse to permit the import or export of products, or require us to initiate a product recall; or

 

   

Refuse to allow us to enter into supply contracts, including government contracts.

Any government investigation of alleged violations of law could require us to expend significant time and resources in response, and could generate negative publicity.

The occurrence of any event or penalty described above may inhibit our ability to commercialize our products and generate revenues.

 

28


Table of Contents

Product liability lawsuits could divert our resources, result in substantial liabilities and reduce the commercial potential of our products.

The risk that we may be sued on product liability claims is inherent in the development of pharmaceutical products. Our products and the clinical trials using our product candidates may expose us to product liability claims and possible adverse publicity. These lawsuits may divert our management from pursuing our business strategy and may be costly to defend. In addition, if we are held liable in any of these lawsuits, we may incur substantial liabilities and may be forced to limit or forgo further development and commercialization of those products.

Although we maintain general liability and product liability insurance with limits of $2 million and $10 million, respectively, this insurance may not fully cover potential liabilities. The cost of any products liability litigation or other proceeding, even if resolved in our favor, could be substantial. In addition, inability to obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the development and commercial production and sale of our products, which could adversely affect our business, operating results and financial condition.

If we use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages.

Our research and development activities involve the controlled use of potentially hazardous substances, including chemical, biological and radioactive materials and viruses. In addition, our operations produce hazardous waste products. Federal, state and local laws and regulations in the United States govern the use, manufacture, storage, handling and disposal of hazardous materials. Although we believe that our procedures for use, handling, storing and disposing of these materials comply with legally prescribed standards, we may incur significant additional costs to comply with applicable laws in the future. We also cannot predict the impact on our business of new or amended environmental laws or regulations, or any changes in the way existing and future laws and regulations are interpreted or enforced. Also, even if we are in compliance with applicable laws, we cannot completely eliminate the risk of contamination or injury resulting from hazardous materials and we may incur liability as a result of any such contamination or injury. In the event of an accident, we could be held liable for damages or penalized with fines, and the liability could exceed our resources. If we fail to comply with applicable requirements, we could incur substantial costs, including civil or criminal fines and penalties, clean-up costs, or capital expenditures for control equipment or operational changes necessary to achieve or maintain compliance. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental regulations may impair our research, development and production efforts, which could harm our business, operating results and financial condition.

Risks Related to our Intellectual Property

Our ability to pursue the development and commercialization of torezolid phosphate depends upon the continuation of our license from Dong-A.

Our license agreement with Dong-A provides us with a worldwide exclusive license to develop and sell torezolid phosphate outside of Korea. If we are unable to make the required milestone and royalty payments under the license agreement, if we do not continue to use commercially reasonable efforts to achieve certain development and commercialization milestones for torezolid phosphate within the timeframes required by the license agreement or if we otherwise materially breach the license agreement, our rights to develop and commercialize torezolid phosphate would terminate and revert to Dong-A. In addition, either we or Dong-A may terminate the license agreement upon an uncured material breach of the license agreement for 90 days. If our license agreement with Dong-A were terminated, we would lose our rights to develop and commercialize torezolid phosphate, which would materially and adversely affect our business, results of operations and future prospects.

 

29


Table of Contents

If our efforts to protect the proprietary nature of the intellectual property related to torezolid phosphate and our other product candidates are not adequate, we may not be able to compete effectively in our market.

We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to torezolid phosphate and our other product candidates. Any involuntary disclosure to or misappropriation by third parties of our confidential proprietary information could enable competitors to quickly duplicate or surpass our technological achievements, thus eroding our competitive position in our market.

The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain and our commercial success will depend on our ability to obtain patents and maintain adequate protection for torezolid phosphate and other product candidates in the United States and other countries. As of March 31, 2010, through our license agreement with Dong-A, we currently hold two pending United States utility patent applications, three issued foreign national counterpart patents and 10 foreign national or regional counterpart patent applications covering various aspects of torezolid and torezolid phosphate. The United States Patent and Trademark Office, or USPTO, issued a Notice of Allowance on December 24, 2009 for one of the aforementioned pending United States utility patent applications. In addition, we own two pending United States utility patent applications and two Patent Cooperation Treaty applications directed to aspects of torezolid phosphate discovered by our scientists. We also own one pending United States provisional patent application filed in relation to additional aspects of torezolid phosphate discovered by our scientists. The patent applications that we licensed or have filed on our own may fail to result in issued patents in the United States or in foreign countries. Even if the patents do successfully issue, third parties may challenge the patents. Further, the future patents to which we have rights based on our agreement with Dong-A, or that we file on our own, may be too narrow to prevent third parties from developing or designing around these patents. If the sufficiency of the breadth or strength of protection provided by the patent applications we licensed or own with respect to torezolid phosphate or the patents we pursue related to any of our other product candidates is threatened, it could dissuade companies from collaborating with us to develop, and threaten our ability to commercialize, torezolid phosphate and our other product candidates. Further, if we encounter delays in our clinical trials, the period of time during which we could market our drug candidates under patent protection would be reduced. In addition, we do not know whether:

 

   

We or Dong-A were the first to make the inventions covered by each of our licensed pending patent applications;

 

   

We or Dong-A were the first to file patent applications for these inventions;

 

   

Others will independently develop similar or alternative technologies or duplicate any of our technologies;

 

   

Any of our or Dong-A’s pending patent applications will result in issued patents;

 

   

Any of our or Dong-A’s patents, once issued, will be valid or enforceable;

 

   

Any patents issued to us or Dong-A will provide us with any competitive advantages, or will be challenged by third parties;

 

   

We will develop additional proprietary technologies that are patentable; or

 

   

The patents of others will have an adverse effect on our business.

In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable, for processes for which patents are difficult to enforce and for any other elements of our drug discovery program that involve proprietary know-how, information and technology that is not covered by patents. Although we require all of our employees, consultants, advisors and third parties who have access to our proprietary know-how, information and technology to enter into confidentiality agreements, we cannot be certain that this know-how, information and technology will not be

 

30


Table of Contents

disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Further, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. If we are unable to prevent material disclosure of the intellectual property related to our technologies to third parties, we will not be able to establish or, if established, maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various foreign governmental patent agencies in several stages over the lifetime of the patents and/or applications. We have systems in place to remind us to pay these fees, and we employ an outside firm, Computer Patent Annuities, to pay these fees due to foreign patent agencies. The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market and this circumstance would have a material adverse effect on our business.

We have not yet registered our trademarks in all of our potential markets, and failure to secure those registrations could adversely affect our business.

The USPTO has allowed our trademark applications for our mark TRIUS THERAPEUTICS for use in connection with pharmaceutical research and development services and for anti-infective and antibacterial pharmaceutical preparations for the treatment of infections, and, if we timely submit statements of use to the USPTO, the USPTO will issue trademark registrations, subject to unforeseen circumstances that arise. We have also filed foreign trademark applications for the same mark for goods and services in Canada and India, that are currently pending, and obtained trademark registrations in Australia, China, Europe, Japan, New Zealand and Singapore. The application in Canada has been allowed and if we timely submit statements of use to the Canadian trademark office, that office will issue trademark registrations in due course, subject to unforeseen circumstances that arise. Although we are not currently aware of any oppositions to or cancellations of our registered trademarks or pending applications, it is possible that one or more of the applications could be subject to opposition or cancellation after the marks are registered. The registrations will be subject to use and maintenance requirements. It is also possible that we have not yet registered all of our trademarks in all of our potential markets, and that there are names or symbols other than Trius Therapeutics that may be protectable marks for which we have not sought registration, and failure to secure those registrations could adversely affect our business. We cannot assure you that opposition or cancellation proceedings will not be filed against our trademarks or that our trademarks would survive such proceedings.

Third-party claims of intellectual property infringement may prevent or delay our drug discovery and development efforts.

Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents with claims to materials, methods of manufacture or methods for treatment related to the use or manufacture of torezolid phosphate and/or our other product candidates. Our

 

31


Table of Contents

commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. If any third-party patents were held by a court of competent jurisdiction to cover the torezolid phosphate manufacturing process, any molecules formed during the torezolid phosphate manufacturing process or the final torezolid phosphate product for any use thereof, the holders of any such patents may be able to block our ability to commercialize torezolid phosphate unless we obtained a license under the applicable patent or patents, or until such patents expire. We cannot predict whether we would be able to obtain a license on commercially reasonable terms, if at all. Any inability to obtain such a license under the applicable patents on commercially reasonable terms, or at all, may have a material adverse effect on our ability to commercialize torezolid phosphate until such patents expire.

In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. Furthermore, parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, obtain one or more licenses from third parties or pay royalties. In addition, even in the absence of litigation, we may need to obtain licenses from third parties to advance our research or allow commercialization of torezolid phosphate or any of our other product candidates. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would not be able to further develop and commercialize such product candidates, which could harm our business significantly.

We may be required to file lawsuits or take other actions to protect or enforce our patents or the patents of our licensors, which could be expensive and time consuming.

Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours or our licensors is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents, or those of Dong-A, do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents, or those of Dong-A, at risk of being invalidated, held unenforceable or interpreted narrowly and could put our patent applications, or those of Dong-A, at risk of not issuing.

Interference proceedings brought by the USPTO may be necessary to determine the priority of inventions with respect to our patent applications or those of our collaborators or licensors. Litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management. We may not be able to prevent, alone or with our licensors, misappropriation of our proprietary rights, particularly in countries where the laws may not protect those rights as fully as in the United States.

Issued patents may be challenged during reexamination proceedings brought by a third party or the USPTO, or in foreign countries, during post-grant opposition proceedings or invalidation appeal proceedings. These proceedings may result in loss of patent claims, adverse changes to the scope of the claims and may result in substantial costs and distract our management.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, if securities analysts or investors perceive public announcements of the results of hearings, motions or other interim proceedings or developments to be negative, the price of our common stock could drop.

 

32


Table of Contents

We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

As is common in the biotechnology and pharmaceutical industries, we employ individuals who were previously employed at other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We may be subject to claims that these employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

Risks Related to Our United States Government Contracts and Grants

All of our immediately foreseeable future revenues to support our ongoing preclinical programs are dependent upon our NIAID and DTRA contracts and if we do not receive all of the funds under our NIAID and DTRA contracts or are unable to generate additional revenues from additional contracts, we may be forced to suspend or terminate our preclinical programs.

Substantially all of our revenues that support our preclinical programs have been derived from United States government grants and our NIAID and DTRA contracts. There can be no assurances that these contracts will continue or that we will be able to enter into new contracts with the United States government to support our preclinical programs. The process of obtaining government contracts is lengthy and uncertain and we will have to compete with other companies for each contract. Further, changes in government budgets and agendas may result in a decreased and de-prioritized emphasis on supporting the discovery and development of biodefense products in our preclinical programs. In such event, NIAID and DTRA are not required to continue funding our existing contracts.

Due to the current economic downturn, any accompanying fall in tax revenues and the United States government’s efforts to stabilize the economy, the United States government may be forced or choose to reduce or delay spending in the biodefense field, which could decrease the likelihood of our receipt of future government contract revenues.

United States government agencies have special contracting requirements that give them the ability to unilaterally control our contracts.

United States government contracts typically contain unfavorable termination provisions and are subject to audit and modification by the government at its sole discretion, which will subject us to additional risks. These risks include the ability of the United States government to unilaterally:

 

   

Audit and object to our NIAID or DTRA contract-related costs and fees, and require us to reimburse all such costs and fees;

 

   

Suspend or prevent us for a set period of time from receiving new contracts or extending our existing contracts based on violations or suspected violations of laws or regulations;

 

   

Cancel, terminate or suspend our contracts based on violations or suspected violations of laws or regulations;

 

   

Terminate our contracts if in the government’s best interest, including if funds become unavailable to the applicable governmental agency;

 

   

Reduce the scope and value of our NIAID or DTRA contracts; and

 

   

Change certain terms and conditions in our NIAID or DTRA contracts.

The United States government will be able to terminate either of its contracts with us, either for its best interests or if we default by failing to perform in accordance with or to achieve the milestones set forth in the

 

33


Table of Contents

contract schedules and terms. Termination-for-convenience provisions generally enable us to recover only our costs incurred or committed and settlement expenses on the work completed prior to termination. Except for the amount of services received by the government, termination-for-default provisions do not permit these recoveries and would make us liable for excess costs incurred by the United States government in procuring undelivered items from another source.

The United States government’s determination to award any contracts may be challenged by an interested party, such as another bidder, at the GAO or in federal court. If such a challenge is successful, our NIAID or DTRA contracts or any future contract we may be awarded may be terminated.

The laws and regulations governing the procurement of goods and services by the United States government provide procedures by which other bidders and interested parties may challenge the award of a government contract. If we are awarded a government contract, such challenges or protests could be filed even if there are not any valid legal grounds on which to base the protest. If any such protests are filed, the government agency may decide to suspend our performance under the contract while such protests are being considered by the GAO or the applicable federal court, thus potentially delaying delivery of payment. In addition, we could be forced to expend considerable funds to defend any potential award. If a protest is successful, the government may be ordered to terminate any one or more of our contracts and reselect bids. The government agencies with which we have contracts could even be directed to award a potential contract to one of the other bidders.

Our business is subject to audit by the United States government, including under our contracts with NIAID and DTRA, and a negative audit could adversely affect our business.

United States government agencies such as the Department of Health and Human Services, or DHHS, the Defense Contract Audit Agency, or the DCAA, routinely audit and investigate government contractors and recipients of Federal grants. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards.

The DHHS and the DCAA also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded. Our grant audits for the years ended December 31, 2005, 2006 and 2007 were not timely submitted, and the 2005 and 2006 audit reports reflected material weaknesses over our internal controls relating to lack of compliance with reporting requirements. If an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including:

 

   

Termination of contracts;

 

   

Forfeiture of profits;

 

   

Suspension of payments;

 

   

Fines; and

 

   

Suspension or prohibition from conducting business with the United States government.

For example, under our DTRA contract, the DCAA will be conducting a six-month post award audit of our indirect cost rates, and review of our accounting and purchasing systems. If we receive negative findings from the DCAA, the contract may be terminated.

In addition, we could suffer serious reputational harm if allegations of impropriety were made against us, which could cause our stock price to decrease.

 

34


Table of Contents

Laws and regulations affecting government contracts make it more costly and difficult for us to successfully conduct our business.

We must comply with numerous laws and regulations relating to the formation, administration and performance of government contracts, which can make it more difficult for us to retain our rights under our NIAID and DTRA contracts. These laws and regulations affect how we conduct business with government agencies. Among the most significant government contracting regulations that affect our business are:

 

   

The Federal Acquisition Regulations, or FAR, and agency-specific regulations supplemental to the FAR, which comprehensively regulate the procurement, formation, administration and performance of government contracts;

 

   

The business ethics and public integrity obligations, which govern conflicts of interest and the hiring of former government employees, restrict the granting of gratuities and funding of lobbying activities and incorporate other requirements such as the Anti-Kickback Act and Foreign Corrupt Practices Act;

 

   

Export and import control laws and regulations; and

 

   

Laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

Foreign governments typically also have laws and regulations governing contracts with their respective agencies. These foreign laws and regulations affect how we and our customers conduct business and, in some instances, impose added costs on our business. Any changes in applicable laws and regulations could restrict our ability to maintain our existing NIAID and DTRA contracts and obtain new contracts, which could limit our ability to conduct our business and materially adversely affect our revenues and results of operations.

Agreements with government agencies may lead to claims against us under the Federal False Claims Act, and these claims could result in substantial fines and other penalties.

The biopharmaceutical industry is, and in recent years has been, under heightened scrutiny as the subject of government investigations and enforcement actions. Our NIAID and DTRA contracts are subject to substantial financial penalties under the Federal Civil Monetary Penalties Act and the Federal Civil False Claims Act. Under the False Claims Act’s “whistleblower” provisions, private enforcement of fraud claims against businesses on behalf of the United States government has increased due in part to amendments to the False Claims Act that encourage private individuals to sue on behalf of the government. These whistleblower suits, known as qui tam actions, may be filed by private individuals, including present and former employees. The False Claims Act statute provides for treble damages and up to $11,000 per false claim. If our operations are found to be in violation of any of these laws, or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from the Medicare and Medicaid programs, and the curtailment or restructuring of our operations. Any penalties, damages, fines, exclusions, curtailment, or restructuring of our operations could adversely affect our ability to operate our business and our financial results.

Risks Related to this Offering and Ownership of Our Common Stock

The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has not been a public market for our common stock. We cannot assure you that an active trading market for our common stock will develop following this offering. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market.

 

35


Table of Contents

The trading price of our common stock is likely to be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following:

 

   

Adverse results or delays in clinical trials;

 

   

Any delay in filing our NDA for torezolid phosphate and any adverse development or perceived adverse development with respect to the FDA’s review of the NDA, including without limitation the FDA’s issuance of a “refusal to file” letter or a request for additional information;

 

   

Failure to successfully commercialize torezolid phosphate, develop additional product candidates and commercialize additional product candidates;

 

   

Changes in laws or regulations applicable to our products, including but not limited to clinical trial requirements for approvals;

 

   

Unanticipated serious safety concerns related to the use of torezolid phosphate or any of our other product candidates;

 

   

A decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;

 

   

Inability to obtain adequate product supply for torezolid phosphate or any other approved drug product, or the inability to do so at acceptable prices;

 

   

Adverse regulatory decisions;

 

   

Introduction of new products, services or technologies offered by us or our competitors;

 

   

Failure to meet or exceed revenue and financial projections we provide to the public;

 

   

Actual or anticipated variations in quarterly operating results;

 

   

Failure to meet or exceed the estimates and projections of the investment community;

 

   

The perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;

 

   

General market conditions and overall fluctuations in United States equity markets;

 

   

Developments concerning our sources of manufacturing supply and our future international commercialization partners;

 

   

Announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

 

   

Disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

 

   

Additions or departures of key scientific or management personnel;

 

   

Issuances of debt or equity securities;

 

   

Significant lawsuits, including patent or stockholder litigation;

 

   

Changes in the market valuations of similar companies;

 

   

Sales of our common stock by us or our stockholders in the future;

 

   

Trading volume of our common stock; and

 

   

Other events or factors, many of which are beyond our control.

 

36


Table of Contents

In addition, the stock market in general, and the Nasdaq Global Market and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

Our principal stockholders and management own a significant percentage of our stock will be able to exert significant control over matters subject to stockholder approval.

Prior to this offering, our executive officers, directors, 5% stockholders and their affiliates owned approximately 89.7% of our voting stock and, upon completion of this offering, that same group will hold approximately 56.2% of our outstanding voting stock (assuming no exercise of the underwriters’ over-allotment option). Therefore, even after this offering these stockholders will have the ability to influence us through this ownership position. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders. Certain of these stockholders have indicated an interest in purchasing shares of our common stock in this offering. The above discussed ownership percentage upon completion of this offering does not reflect the potential purchase of any shares in this offering by such stockholders.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission, or SEC, and the Nasdaq Global Market have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain our current levels of such coverage.

As a public company, we will be subject to the requirements of Section 404 of the Sarbanes-Oxley Act. If we are unable to comply with Section 404 in a timely manner, it may affect the reliability of our internal control over financial reporting.

Assessing our staffing and training procedures to improve our internal control over financial reporting is an ongoing process. We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act and are therefore not required to make an assessment of the effectiveness of our internal control over financial reporting. Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. However, in connection with the audits of our financial statements for the years ended December 31, 2007 and 2008, our independent registered public accounting firm informed us that they had identified a material weakness in our internal controls. A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

37


Table of Contents

The material weakness reported by our independent registered public accounting firm for those prior periods relates to our controls over our financial statement close process and a lack of sufficient resources for the review and approval of the results of our closing procedures. During 2009, we took remedial measures to improve the effectiveness of our internal controls. Specifically, we improved controls by strengthening our internal staffing and technical expertise in financial accounting and SEC reporting, implementing executive-level review of financial statements and complex transactions and enhancing and segregating duties within our accounting and finance department.

We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify. For the year ending December 31, 2011, pursuant to Section 404 of the Sarbanes-Oxley Act, management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting. Under current SEC rules, our independent registered public accounting firm will also be required to deliver an attestation report on the operating effectiveness of our internal control over financial reporting beginning with the year ending December 31, 2011.

We have been and will continue to be involved in a substantial effort to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. For example, we implemented a new accounting software system in January 2010. We may experience problems in the implementation of this new system which could result in our inability to timely meet our financial reporting obligations or a material weakness in our internal controls. The existence of a material weakness is an indication that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The process of designing and implementing effective internal controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot be certain at this time whether our remedial measures to improve internal controls will be successful, that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that we or our independent registered public accounting firm will not identify additional material weaknesses in our internal control over financial reporting. If we fail to comply with the requirements of Section 404, it may affect the reliability of our internal control over financial reporting. If we or our independent registered public accounting firm identify and report a material weakness, it could adversely affect our stock price.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The initial public offering price is substantially higher than the net tangible book value per share of our common stock. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. As a result, investors purchasing common stock in this offering will incur immediate dilution of $7.79 per share, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus). Further, investors purchasing common stock in this offering will contribute approximately 52.1% of the total amount invested by stockholders since our inception, but will own only approximately 36.0% of the shares of common stock outstanding.

This dilution is due to the substantial lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering, and the exercise of stock options granted to our employees. In addition, as of March 31, 2010, options to purchase 973,438 shares of our common stock at a weighted average exercise price of $1.36 per share and warrants exercisable for up to 66,075 shares of our common stock at an exercise price of $4.73 per share were outstanding. The exercise of any of these options or warrants would result in additional dilution. As a result of the dilution to investors purchasing shares in this

 

38


Table of Contents

offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for at least 180 days from the date of this prospectus. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. Subject to certain limitations, approximately 10,678,781 shares will become eligible for sale upon expiration of the lock-up period. In addition, shares issued or issuable upon exercise of options and warrants vested as of the expiration of the lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could have a material adverse effect on the trading price of our common stock.

Certain holders of shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended, or the Securities Act, subject to the 180-day lock-up arrangement described above. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by our affiliates as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital will be needed in the future to continue our planned operations. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

Pursuant to our 2010 plan, our management is authorized to grant stock options to our employees, directors and consultants. The number of shares available for future grant under our 2010 plan will automatically increase each year by an amount equal to the lesser of 800,000 shares and 3% of all shares of our capital stock outstanding as of January 1st of such year, subject to the ability of our board of directors to take action to reduce the size of such increase in any given year. Currently, we plan to register the increased number of shares available for issuance under our 2010 plan each year. If our board of directors elects to increase the number of shares available for future grant by the maximum amount each year, our stockholders may experience additional dilution, which could cause our stock price to fall.

We are at risk of securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and

 

39


Table of Contents

biopharmaceutical companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We believe that, with our initial public offering, our most recent private placement and other transactions that have occurred over the past three years, we may have triggered an “ownership change” limitation. We may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset United States federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us.

We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock.

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders or remove our current management. These provisions include:

 

   

Authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

 

   

Limiting the removal of directors by the stockholders;

 

   

Creating a staggered board of directors;

 

   

Prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;

 

40


Table of Contents
   

Eliminating the ability of stockholders to call a special meeting of stockholders;

 

   

Permitting our board of directors to accelerate the vesting of outstanding option grants upon certain transactions that result in a change of control; and

 

   

Establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders. Further, other provisions of Delaware law may also discourage, delay or prevent someone from acquiring us or merging with us.

 

41


Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus contain forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Many important factors affect our ability to achieve our objectives, including:

 

   

Our ability to obtain additional financing;

 

   

Our use of the net proceeds from this offering;

 

   

The accuracy of our estimates regarding expenses, future revenues and capital requirements;

 

   

The success and timing of our preclinical studies and clinical trials;

 

   

Our ability to obtain and maintain regulatory approval of torezolid phosphate and any other product candidates we may develop, and the labeling under any approval we may obtain;

 

   

Regulatory developments in the United States and foreign countries;

 

   

The performance of third-party manufacturers;

 

   

Our plans to develop and commercialize our product candidates;

 

   

Our ability to obtain and maintain intellectual property protection for our product candidates;

 

   

The successful development of our sales and marketing capabilities;

 

   

The size and growth of the potential markets for our product candidates and our ability to serve those markets;

 

   

The rate and degree of market acceptance of any future products;

 

   

The success of competing drugs that are or become available; and

 

   

The loss of key scientific or management personnel.

In addition, you should refer to the “Risk Factors” section of this prospectus for a discussion of other important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, do not protect any forward-looking statements that we make in connection with this offering.

The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

42


Table of Contents

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $70.9 million, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us. Each $1.00 increase or decrease in the assumed public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase or decrease, respectively, the net proceeds to us from this offering by approximately $5.6 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us. If the underwriters fully exercise their option to purchase additional shares, we estimate that our net proceeds from this offering will be approximately $81.8 million.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock and to facilitate our future access to the public equity markets. We intend to use the net proceeds from this offering as follows:

 

   

Approximately $55.1 million to fund clinical and nonclinical research and development costs for torezolid phosphate for the treatment of ABSSSI and other indications; and

 

   

The remainder for working capital and other general corporate purposes.

We believe that the net proceeds from this offering and our existing cash and cash equivalents, together with interest thereon, will be sufficient to fund our operations through mid-2012.

In particular, we believe that the approximate $55.1 million of the net proceeds from this offering intended for research and development and our existing cash and cash equivalents, together with interest thereon, will be sufficient to fund the continued development of torezolid phosphate through the following events:

 

   

Receipt of top-line data from our first Phase 3 clinical trial of the oral dosage form of torezolid phosphate for the treatment of ABSSSI;

 

   

Partial completion of our second Phase 3 clinical trial, in which both the IV and oral dosage forms of torezolid phosphate will be studied for the treatment of ABSSSI;

 

   

Initiation of our Phase 1 clinical trial for the treatment of CABP, HAP and VAP;

 

   

Initiation of our preclinical studies for the treatment of osteomyelitis; and

 

   

Initiation of the clinical safety and special population clinical trials which the FDA has indicated will be necessary for registration of torezolid phosphate.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

 

43


Table of Contents

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2010:

 

   

On an actual basis;

 

   

On a pro forma basis to give effect to: (1) the conversion of all outstanding shares of our preferred stock into an aggregate of 7,943,959 shares of our common stock, which we expect to occur immediately prior to the closing of this offering; (2) the conversion of outstanding principal and accrued interest on the secured convertible notes that we issued in November 2009, a beneficial conversion charge related to such conversion, and the issuance of an aggregate of 1,767,416 shares of our common stock upon such conversion, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), and assuming the conversion occurs on June 17, 2010; (3) the reclassification of the preferred stock warrant liability to additional paid-in capital upon conversion of the warrants to purchase preferred stock into warrants to purchase common stock; and (4) the filing of an amended and restated certificate of incorporation to authorize 200,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock; and

 

   

On a pro forma as adjusted basis to additionally give effect to the sale of 6,000,000 shares of common stock in this offering, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read the information in this table together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

 

     March 31, 2010  
     Actual     Pro
Forma(1)
    Pro Forma
as Adjusted(1)(2)
 
    

(In thousands, except share

and per share data)

 
     (Unaudited)  

Cash and cash equivalents

   $ 14,326      $ 14,326      $ 85,208   
                        

Preferred stock warrant liability

     656        —          —     

Convertible notes payable

     19,785        —          —     

Convertible preferred stock, $0.0001 par value: 1,676,453 shares authorized, 1,454,545 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

     729        —          —     

Redeemable convertible preferred stock, $0.0001 par value: 101,168,185 shares authorized, 66,863,641 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

     50,361        —          —     

Stockholders’ equity (deficit):

      

Preferred stock, $0.0001 par value: no shares authorized, issued or outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

     —          —          —     

Common stock, $0.0001 par value: 123,000,000 shares authorized, 967,406 shares issued and outstanding, actual; 200,000,000 shares authorized, 10,678,781 shares issued and outstanding, pro forma; 200,000,000 shares authorized, 16,678,781 shares issued and outstanding, pro forma as adjusted

     1        1        2   

Additional paid-in capital

     2,003        76,725        147,606   

Accumulated deficit

     (57,544     (60,735     (60,735
                        

Total stockholders’ equity (deficit)

     (55,540     15,991        86,873   
                        

Total capitalization

   $ 15,991      $ 15,991      $ 86,873   
                        

 

44


Table of Contents

 

(1)   The pro forma and pro forma as adjusted information is illustrative only and following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.
(2)   A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by $5.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us.

The number of shares of our common stock to be outstanding after this offering is based on 10,678,781 shares of common stock outstanding as of March 31, 2010, and excludes:

 

   

973,438 shares of common stock issuable upon the exercise of outstanding options under our 2006 plan as of March 31, 2010 having a weighted average exercise price of $1.36 per share;

 

   

3,244,602 shares of common stock reserved for future issuance under our 2010 plan (including 44,602 shares of common stock reserved for future issuance under our 2006 plan as of March 31, 2010, which shares will be added to the shares to be reserved under our 2010 plan upon its effectiveness), directors’ plan and 2010 purchase plan, each of which will become effective immediately upon the signing of the underwriting agreement for this offering; and

 

   

66,075 shares of common stock issuable upon the exercise of outstanding warrants as of March 31, 2010 having an exercise price of $4.73 per share.

 

45


Table of Contents

DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock upon completion of this offering. The historical net tangible book value (deficit) of our common stock as of March 31, 2010 was approximately $(55.5) million, or approximately $(57.41) per share of common stock. Historical net tangible book value (deficit) per share is determined by dividing the number of outstanding shares of our common stock into our total tangible assets (total assets less intangible assets) less total liabilities and convertible preferred stock.

On a pro forma basis, after giving effect to (1) the conversion of all outstanding shares of our preferred stock into an aggregate of 7,943,959 shares of our common stock, which we expect to occur immediately prior to the closing of this offering, (2) the conversion of outstanding principal and accrued interest on the 2009 notes, a beneficial conversion charge related to such conversion, and the issuance of an aggregate of 1,767,416 shares of our common stock upon such conversion, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), and assuming the conversion occurs on June 17, 2010, and (3) the reclassification of the preferred stock warrant liability to additional paid-in capital upon conversion of the warrants to purchase preferred stock into warrants to purchase common stock, our net tangible book value would have been approximately $16.0 million, or approximately $1.50 per share of common stock.

Investors participating in this offering will incur immediate, substantial dilution. After giving effect to the sale of common stock offered in this offering assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us, our pro forma as adjusted net tangible book value as of March 31, 2010 would have been approximately $86.9 million, or approximately $5.21 per share of common stock. This represents an immediate increase in pro forma net tangible book value of $3.71 per share to existing stockholders, and an immediate dilution in the pro forma net tangible book value of $7.79 per share to investors participating in this offering. The following table illustrates this per share dilution:

 

Assumed initial public offering price per share, the mid-point of the price range
set forth on the cover page of this prospectus

     $ 13.00

Historical net tangible book value (deficit) per share as of March 31, 2010

   $ (57.41  

Increase in net tangible book value per share attributable to conversion of convertible preferred stock, issuance of shares of common stock upon conversion of the 2009 notes and reclassification of preferred stock warrant liability

     58.91     
          

Pro forma net tangible book value per share before this offering

     1.50     

Increase in pro forma net tangible book value per share attributable to investors participating in this offering

     3.71     
          

Pro forma as adjusted net tangible book value per share after this offering

       5.21
        

Dilution per share to investors participating in this offering

     $ 7.79
        

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) our pro forma as adjusted net tangible book value after this offering by $5.6 million, our pro forma as adjusted net tangible book value per share after this offering by $0.34 per share and the dilution in pro forma as adjusted net tangible book value per share to investors participating in this offering by $0.66 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us.

If the underwriters exercise their option in full to purchase 900,000 additional shares of common stock in this offering, our pro forma as adjusted net tangible book value per share after the offering would be $5.56 per

 

46


Table of Contents

share, the increase in our pro forma net tangible book value per share to existing stockholders would be $4.06 per share and the dilution to new investors participating in this offering would be $7.44 per share.

The following table summarizes, on the pro forma as adjusted basis described above as of March 31, 2010, the differences between the number of shares of common stock purchased from us by existing stockholders and investors participating in this offering, the total consideration paid by existing stockholders and investors participating in this offering, and the average price per share paid by existing stockholders and by investors participating in this offering, at an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) before deducting estimated underwriting discounts and commissions and estimated offering costs payable by us.

 

     Shares Purchased     Total Consideration     Average Price
     Number    Percent     Amount    Percent    

Per Share

Existing stockholders before this offering

   10,678,781    64.0   $ 71,734,042    47.9   $ 6.72

Investors participating in this offering

   6,000,000    36.0     78,000,000    52.1        13.00
                          

Total

   16,678,781    100   $ 149,734,042    100  
                          

A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) the total consideration paid by new investors by $6.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and before deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us.

Except as otherwise indicated, the discussion and tables above assume no exercise of the underwriters’ option to purchase additional shares and no exercise of any outstanding options or warrants. If the underwriters’ option to purchase additional shares is exercised in full, the number of shares of common stock held by existing stockholders will be reduced to 60.7% of the total number of shares of common stock to be outstanding upon completion of this offering, and the number of shares of common stock held by investors participating in this offering will be increased to 6,900,000 shares or 39.3% of the total number of shares of common stock to be outstanding upon completion of this offering.

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. The foregoing discussion does not reflect the potential purchase of any shares in this offering by these existing stockholders.

As of March 31, 2010, there were:

 

   

973,438 shares of common stock issuable upon the exercise of options outstanding under our 2006 plan having a weighted average exercise price of $1.36 per share; and

 

   

66,075 shares of common stock issuable upon the exercise of outstanding warrants having an exercise price of $4.73 per share.

Effective immediately upon the signing of the underwriting agreement for this offering, an aggregate of 3,244,602 shares of our common stock will be reserved for issuance under our 2010 plan (which includes 44,602 shares of common stock reserved for future issuance under our 2006 plan as of March 31, 2010 that will be allocated to our 2010 plan), our directors’ plan and our 2010 purchase plan, and these share reserves will also be subject to automatic annual increases in accordance with the terms of the plans. Furthermore, we may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that any of these options or warrants are exercised, new options are issued under our equity incentive plans or we issue additional shares of common stock or other equity securities in the future, there will be further dilution to investors participating in this offering.

 

47


Table of Contents

SELECTED FINANCIAL DATA

The following selected financial data should be read together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus. The selected financial data in this section are not intended to replace our financial statements and the related notes. Our historical results are not necessarily indicative of our future results.

The selected statement of operations data for the years ended December 31, 2007, 2008 and 2009 and the selected balance sheet data as of December 31, 2008 and 2009 are derived from our audited financial statements appearing elsewhere in this prospectus. The selected statement of operations data for the year ended December 31, 2006 and the selected balance sheet data as of December 31, 2006 and 2007 are derived from our audited financial statements which are not included in this prospectus. The selected statement of operations data for the year ended December 31, 2005 and the selected balance sheet data as of December 31, 2005 are derived from our unaudited financial statements, which are not included in this prospectus. The selected statement of operations data for the three months ended March 31, 2009 and 2010 and the selected balance sheet data as of March 31, 2010 are derived from our unaudited financial statements appearing elsewhere in this prospectus. The unaudited financial statements have been prepared on a basis consistent with our audited financial statements included in this prospectus and include, in our opinion, all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial information in those statements. The pro forma basic and diluted net loss per common share data are computed using the weighted-average number of shares of common stock outstanding, after giving effect to the conversion (using the as if-converted method) of all shares of our convertible preferred stock and the convertible notes payable into common stock.

 

     Years Ended December 31,     Three Months Ended
March 31,
 
      2005     2006     2007     2008     2009     2009     2010  
     (In thousands, except per share data)  

Statement of Operations:

              

Revenues:

              

NIH grants

   $ 1,347      $ 1,363      $ 679      $ 429      $      $      $   

Contract research

            232        141        658        4,980        1,085        1,486   

Collaborations

                   345        243        36                 
                                                        

Total revenues

     1,347        1,595        1,165        1,330        5,016        1,085        1,486   

Operating expenses:

              

Research and development

     966        1,715        8,517        20,086        23,049        6,671        4,152   

General and administrative

     531        455        1,546        2,290        4,134        996        1,210   
                                                        

Total operating expenses

     1,497        2,170        10,063        22,376        27,183        7,667        5,362   
                                                        

Loss from operations

     (150     (575     (8,898     (21,046     (22,167     (6,582     (3,876

Other income (expense):

              

Interest income

     0        10        308        582        36        18          

Interest expense

     (46     (171     (170     (297     (524     (9     (403

Other income (expense)

                   12        (30     (26     3        4   
                                                        

Total other income (expense)

     (46     (161     150        255        (514     12        (399
                                                        

Net loss

     (196     (736     (8,748     (20,791     (22,681     (6,570     (4,275

Accretion of deferred financing costs on redeemable convertible preferred stock

                   (8     (26     (28     (7     (8
                                                        

Net loss attributable to common stockholders

   $ (196   $ (736   $ (8,756   $ (20,817   $ (22,709   $ (6,577   $ (4,283
                                                        

Net loss per share, basic and diluted

   $ (1.78   $ (3.72   $ (31.72   $ (40.19   $ (31.11   $ (9.83   $ (5.08
                                                        

Weighted-average shares outstanding, basic and diluted

     110        198        276        518        730        669        843   
                                                        

Pro forma net loss per share, basic and diluted (unaudited)

           $ (2.16     $ (.37
                                

Weighted-average pro forma shares outstanding, basic and diluted (unaudited)

             10,403          10,526   
                          

 

48


Table of Contents

Balance Sheet Data:

 

     As of December 31,     As of March  31,
      2010      
 
           2005                 2006                 2007                 2008                 2009          
     (In thousands)        

Cash, cash equivalents and short-term investments

   $ 41      $ 292      $ 11,534      $ 21,661      $ 18,259      $ 14,326   

Working capital (deficit)

     (326     (213     10,594        20,539        17,852        (6,409

Total assets

     343        577        13,161        23,865        21,378        18,714   

Capital lease obligation, net of current portion

     133        134        191        71        —          —     

Preferred stock warrant liability

     —          98        203        415        661        656   

Convertible notes payable

     —          —          —          —          19,402        19,785   

Convertible preferred stock

     —          729        20,633        51,054        51,082        51,090   

Accumulated deficit

     (243     (979     (9,735     (30,552     (53,261     (57,544

Total stockholders’ deficit

     (158     (942     (9,629     (29,946     (51,497     (55,540

 

49


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Financial Data” and our financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

We are a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life threatening infections. We are developing torezolid phosphate, an IV and oral antibiotic, for the treatment of serious gram-positive bacterial infections, initially for acute bacterial skin and skin structure infections, or ABSSSI, and subsequently for other indications. We plan to commence our Phase 3 clinical program for torezolid phosphate during the second half of 2010. In addition, we are developing antibiotics for gram-negative and gram-positive infections using our proprietary discovery platform under two contracts: one funded by the National Institute of Allergy and Infectious Diseases, or NIAID, a part of the National Institutes of Health, or NIH, and the other funded by the Defense Threat Reduction Agency, or DTRA, a part of the Department of Defense.

We acquired worldwide rights to torezolid phosphate outside of South and North Korea, or Korea, from Dong-A Pharmaceutical Co., Ltd., or Dong-A, in January 2007. Since then we have progressed torezolid phosphate from filing an Investigational New Drug Application, or IND, through Phase 2 clinical trials. In addition, we have substantially lowered the manufacturing costs of torezolid phosphate.

In September 2008, we entered into a five-year contract with NIAID under which we may receive up to $27.7 million to support our development of novel dual-target antibacterial agents as therapeutics for the treatment of gram-negative biodefense pathogens. The scope of the contract includes preclinical, nonclinical and clinical IND and New Drug Application, or NDA,-enabling development activities. Pursuant to our NIAID contract, we retain a worldwide nonexclusive royalty-free license for each invention to which NIAID obtains title, and the United States government retains certain march-in rights with respect to our inventions developed under our NIAID contract.

In April 2010, we entered into a four and one-half year contract with DTRA under which we may receive up to $29.5 million to support a preclinical program to identify targets of antibacterial compounds from marine natural product libraries from The Regents of the University of California, or UCSD, and to apply our structure based drug design and development capabilities to optimize promising antibacterial compounds for activity against both gram-negative and gram-positive bacteria, including multiple biodefense pathogens. Pursuant to the DTRA contract, we retain a worldwide nonexclusive royalty-free license for each invention to which DTRA obtains title, and the United States government retains certain march-in rights with respect to these same inventions.

We were originally incorporated as RexC Pharmaceuticals, Inc. in California in June 2004 and changed our name to Rx3 Pharmaceuticals, Inc. in September 2004. We subsequently changed our name to Trius Therapeutics, Inc. in February 2007 and reincorporated in Delaware in December 2007. We have never been profitable and have incurred significant net losses since our inception. As of March 31, 2010, we had an accumulated deficit of $57.5 million. These losses have resulted principally from costs incurred in connection with research and development activities, including the costs of clinical trial activities associated with torezolid phosphate, license fees and general and administrative expenses. We expect to continue to incur operating losses

 

50


Table of Contents

for the next several years as we pursue the clinical development and commercialization of torezolid phosphate and work to discover and develop additional product candidates through our research and discovery program. As a result, we will seek to fund our operations through public or private equity or debt financings or other sources, such as collaborations and government contracts. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategies.

Financial Obligations Related to the License of Torezolid Phosphate

In January 2007, we entered into a license agreement with Dong-A, pursuant to which we acquired an exclusive license to certain patent applications and other intellectual property related to the oral and injectable forms of torezolid phosphate to develop and commercialize licensed products, including torezolid phosphate, outside of Korea. We have the right to grant sublicenses to third parties.

Upon entering into the license agreement, we paid a $500,000 upfront-fee and made subsequent milestone payments of $3.7 million through November 2009. In addition, we may be required to make up to an aggregate of $13.0 million in additional payments, upon the achievement of specified development and regulatory approval milestones. We are also obligated to pay Dong-A mid-single digit tiered royalties on net sales of torezolid phosphate.

Financial Overview

Revenues

We have derived substantially all of our revenues from our NIAID contract, small business innovation research, or SBIR, grants funded by the NIH and collaborations with other third parties for the research and development of certain preclinical programs. We have no products approved for sale, and we have not generated any revenues from product sales. We have recognized $12.4 million of revenues from inception through March 31, 2010. Other than federal funding, we do not expect to receive any revenues from any product candidates that we develop until we obtain regulatory approval and commercialize such products or until we potentially enter into collaborative agreements with third parties for the development and commercialization of such product candidates. We continue to pursue government contract funding for preclinical and clinical programs. If our development efforts for any of our product candidates result in clinical success and regulatory approval or collaboration agreements with third parties, we may generate revenues from those product candidates.

Research and Development Expenses

The majority of our operating expenses to date have been for research and development activities related to torezolid phosphate and our preclinical programs. Research and development expenses consist of: (1) expenses incurred under agreements with contract research organizations, or CROs, and investigative sites, which conduct a substantial portion of our nonclinical and preclinical studies, and all of our clinical trials; (2) employee-related expenses, which include salaries, benefits and stock-based compensation; (3) payments to third-party manufacturers, which produce our active pharmaceutical ingredient and finished product; (4) license fees paid to third parties for use of their intellectual property; (5) facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, depreciation of leasehold improvements and equipment and laboratory and other supplies; and (6) payments to consultants.

 

51


Table of Contents

The following table indicates our research and development expenses for the periods indicated:

 

     Years Ended December 31,    Three Months Ended March 31,
     2007    2008    2009        2009            2010    
     (In thousands)

Clinical and nonclinical research and development (including manufacturing)

   $ 4,585    $ 14,605    $ 16,701    $ 5,209    $ 2,705

Preclinical research and development

     3,932      5,481      6,348      1,462      1,447
                                  

Total

   $ 8,517    $ 20,086    $ 23,049    $ 6,671    $ 4,152
                                  

At this time, due to the inherently unpredictable nature of preclinical and clinical development and given the early stage of our preclinical programs, we are unable to estimate with any certainty the costs we will incur in the continued development of torezolid phosphate and our preclinical programs for potential commercialization. Clinical development timelines, the probability of success and development costs can differ materially from expectations. While we are currently focused on advancing torezolid phosphate and our preclinical programs, our future research and development expenses will depend on the clinical success of each product candidate that we develop, as well as ongoing assessments of the commercial potential of such product candidates. In addition, we cannot forecast with any degree of certainty which product candidates may be subject to future collaborations or contracts, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements. We expect to incur increased research and development expenses as we commence our Phase 3 clinical program for torezolid phosphate. In addition, we expect to incur significant research and development costs as we perform additional clinical trials necessary to obtain regulatory approval of torezolid phosphate for additional indications, as well as to advance our preclinical programs.

The costs of clinical trials may vary significantly over the life of a project owing to but not limited to the following:

 

   

Per patient trial costs;

 

   

The number of sites included in the trials;

 

   

The countries in which the trial is conducted;

 

   

The length of time required to enroll eligible patients;

 

   

The number of patients that participate in the trials;

 

   

The number of doses that patients receive;

 

   

The drop-out or discontinuation rates of patients;

 

   

Potential additional safety monitoring or other studies requested by regulatory agencies;

 

   

The duration of patient follow-up; and

 

   

The efficacy and safety profile of the product candidate.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses for personnel in administration, finance and business development. Other significant expenses include legal expenses to pursue patent protection of our intellectual property, allocated facility costs and professional fees for general legal services. We expect general and administrative expense to increase as we begin operating as a public company and continue to build our corporate infrastructure in support of continued development of torezolid phosphate and our preclinical programs. These increases likely will include salaries and related expenses, legal and consultant fees, accounting fees, director fees, increased directors’ and officers’ insurance premiums, fees for investor relations services and enhanced business systems.

 

52


Table of Contents

Interest Income

Interest income consists of interest earned on our cash, cash equivalents and short-term investments.

Interest Expense

Interest expense consists primarily of interest accrued or paid on our capital lease and convertible notes payable balances, non-cash interest related to the amortization of debt discount costs associated with the capital leases and non-cash interest expense associated with the increase in fair value of the preferred stock warrants issued in connection with obtaining our capital leases.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments related to preclinical, nonclinical and clinical development costs and drug manufacturing costs. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 1 to our financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Revenue Recognition

Our revenues consist of federal contract and grant revenues and fees for research services from license or collaboration agreements. We recognize revenues when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured.

For arrangements that include multiple deliverables, we identify separate units of accounting if certain criteria are met. The consideration for the arrangement is allocated to the separate units of accounting based on their relative fair values. Applicable revenue recognition criteria are considered separately for each unit of accounting. We recognize revenues on development and collaboration agreements, including upfront payments, when they are considered combined units of accounting, over the expected life of the development and collaboration agreement on a straight-line basis. Amounts received in advance of services performed are recorded as deferred revenue until earned.

Research and Development

Research and development expenses are comprised primarily of CROs and clinical trial sites; employee and consultant-related expenses, which include salaries, benefits and stock-based compensation for research and development personnel; external research and development expenses incurred pursuant to agreements with third-party manufacturing organizations; license fees paid to third parties for use of their intellectual property; facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and depreciation of leasehold improvements and equipment; payments to consultants; and third-party supplier expenses including laboratory and other supplies. Third-party research and development expenses are recorded when the contracted work has been performed or the milestone payment has been earned.

 

53


Table of Contents

We estimate preclinical study and clinical trial expenses based on the services received pursuant to contracts with research institutions and CROs that conduct and manage preclinical studies and clinical trials on our behalf. We accrue service fees based on work performed, which relies on estimates of total costs incurred based on milestones achieved, patient enrollment and other events. The majority of our service providers invoice us in arrears, and to the extent that amounts invoiced differ from our estimates of expenses incurred, we accrue for additional costs. The financial terms of these agreements vary from contract to contract and may result in uneven expenses and payment flows. Preclinical study and clinical trial expenses include:

 

   

Fees paid to CROs, consultants and laboratories in connection with preclinical studies;

 

   

Fees paid to CROs, clinical trial sites, investigators and consultants in connection with clinical trials; and

 

   

Fees paid to contract manufacturers and service providers in connection with the production, testing and packaging of active pharmaceutical ingredients and drug materials for preclinical studies and clinical trials.

Payments under some of these agreements depend on factors such as the milestones accomplished, including enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. To date, we have not experienced any events requiring us to make material adjustments to our accruals for service fees. If we do not identify costs that we have begun to incur or if we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates which could materially affect our results of operations. Adjustments to our accruals are recorded as changes in estimates become evident. Furthermore, based on amounts invoiced to us by our service providers, we may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as services are rendered.

Stock-Based Compensation

We account for stock compensation by measuring and recognizing compensation expense for all stock-based payments made to employees and directors based on estimated grant date fair values. We use the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period. We estimate the fair value of our share-based awards to employees and directors using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including the expected stock price, volatility, the calculation of expected term and the fair value of the underlying common stock on the date of grant, among other inputs.

The following table summarizes our assumptions used in the Black-Scholes model:

 

     Years Ended December 31,    Three Months Ended
March 31,

2009
     2007    2008    2009   

Expected volatility

   61%    54%    67%    66%

Expected term (in years)

   5.71 – 6.14    5.89 – 6.14    4.96–6.10    4.96 – 6.07

Risk-free interest rate

   2.96% – 4.69%    3.24% – 3.50%    1.70% –2.79%    1.70% – 2.32%

Expected dividend yield

   0%    0%    0%    0%

There were no stock options granted during the three months ended March 31, 2010.

Expected Volatility. The expected volatility rate used to value stock option grants is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical and biotechnology industry in a similar stage of development.

Expected Term. We elected to utilize the “simplified” method for “plain vanilla” options to estimate the expected term of stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.

 

54


Table of Contents

Risk-free Interest Rate. The risk-free interest rate assumption was based on zero coupon United States Treasury instruments that had terms consistent with the expected term of our stock option grants.

Expected Dividend Yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future.

Common Stock Fair Value. Due to the absence of an active market for our common stock, the fair value of our common stock for purposes of determining the exercise price for stock option grants was determined by our board of directors, with the assistance of our management, in good faith based on a number of objective and subjective factors including:

 

   

The prices of our convertible preferred stock sold to outside investors in arms-length transactions, and the rights, preferences and privileges of our convertible preferred stock as compared to those of our common stock, including the liquidation preference of our convertible preferred stock;

 

   

Our results of operations, financial position and the status of our research and development efforts, including the release of our Phase 2 clinical trial data for torezolid phosphate;

 

   

Our stage of development and business strategy;

 

   

The composition of and changes to our management team;

 

   

The market value of a comparison group of privately held pharmaceutical and biotechnology companies that are in a stage of development similar to ours;

 

   

The lack of liquidity of our common stock as a private company;

 

   

Contemporaneous valuations performed by an unrelated valuation specialist prepared in accordance with methodologies outlined in the AICPA Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation;

 

   

The likelihood of achieving a liquidity event for the shares of our common stock and underlying stock options, such as an initial public offering, given prevailing market conditions; and

 

   

The material risks related to our business.

Based on these factors, our board of directors granted options at exercise prices that increased from $0.52 per share in 2006 up to $7.57 per share in 2009. There were no stock options granted during the three months ended March 31, 2010.

We estimate forfeitures at the time of grant and revise, if necessary, in subsequent periods if actual forfeitures differ from estimates. We estimate forfeitures based on our historical experience.

In connection with the preparation of the financial statements necessary for inclusion in the registration statement related to this offering, in 2009 we reassessed the estimated fair value of our common stock for financial reporting purposes. We reassessed the estimated fair value of our common stock for each quarterly period during the years ended December 31, 2008 and 2009 and for the quarterly period ended March 31, 2010. When we performed valuation analyses on March 19, 2008, May 1, 2008, September 22, 2008, June 8, 2009 and October 16, 2009, we concluded that stock options granted had exercise prices equal to the then estimated fair value of common stock at the date of grant. Subsequent to this period, we determined certain stock options granted during 2008 and 2009 had an exercise price different from the reassessed fair value of the common stock at the date of grant. We used these fair value reassessments to determine stock-based compensation expense which is recorded in our financial statements.

Our analysis was based on a methodology that first estimated the fair value of our business as a whole, or enterprise value, and then allocated a portion of the enterprise value to our common stock. This approach is consistent with the methods outlined in the AICPA Practice Aid Valuation of Privately-Held-Company Equity

 

55


Table of Contents

Securities Issued as Compensation. The valuation methodology utilized in the 2009 reassessment of fair value relied primarily on the “market approach” to estimate enterprise value giving consideration to the total financing amount received by us, the implied enterprise value of our business based on our convertible preferred stock transactions, market-based private company sale and financing transactions and expectations with respect to an initial public offering.

Our enterprise value was originally allocated to our different classes of equity using the option pricing method. The option pricing method involves making certain other assumptions regarding the anticipated timing of a potential liquidity event, the expected volatility of our equity securities and effects of rights of our convertible preferred stock as compared to those of our common stock. The per share price of the Series B redeemable convertible preferred stock was higher than the estimated fair value of our common stock as of March 19, 2008, May 1, 2008, September 22, 2008 and October 16, 2009 since the enterprise valuations used on those dates to estimate the common stock fair value relied on both the Series B preferred financing and market-based private company sale transactions. Collectively, all convertible preferred stock pricing reflects rights not attributed to common stock including:

 

   

Price-based anti-dilution protection, which increases the conversion ratio of our convertible preferred stock if we issue stock at prices lower than the original issue prices of our outstanding convertible preferred stock (subject to certain exceptions);

 

   

Liquidation preferences, which provide that in the event of our acquisition, the holders of our outstanding convertible preferred stock have the right to receive their original investment amounts plus any declared and unpaid dividends prior to the payment of any amounts to the holders of our common stock;

 

   

Dividend rights that require the payment of a dividend on our convertible preferred stock prior to the payment of a dividend on our common stock;

 

   

The right to elect a majority of our directors; and

 

   

Approval rights with respect to our ability to issue any stock that has rights on parity with or senior to our convertible preferred stock, to pay dividends on our common stock, to redeem any of our outstanding stock (subject to certain exceptions), to sell our business, to increase the number of authorized shares of convertible preferred stock, to amend our certificate of incorporation in a manner adverse to the holders of our convertible preferred stock, or to change the authorized number of our directors.

The valuation methodology utilized to reassess the estimates of fair value from 2008 through 2009 also relied primarily on the “market approach” to estimate enterprise value and then allocated the enterprise value to our different classes of equity using the probability-weighted expected return method whereby the value of our common stock was estimated based on an analysis of future values for the equity assuming various future outcomes including liquidity events. Our 2008 through 2009 estimated share values are based on the probability-weighted present value of expected investment returns, considering each of the possible future outcomes available to us. In our situation, the future outcomes included three alternatives: (1) we complete an initial public offering with an assumed pre-money valuation, (2) we sell our business to a third party at an enterprise value equal to the average value of the companies that we surveyed in the analysis, and (3) we have an event in which no liquidity is available for common stockholders.

For the first alternative, the estimated future values of our common stock were based on our anticipated offering price since there were no comparable initial public offerings completed in 2008 or 2009. For the second alternative, the estimated future and present values of our common stock were based on a survey of privately held biotechnology and pharmaceutical companies that were sold to third parties between 2006 and 2009. For the first two alternatives, the estimated future and present values were calculated using assumptions including: the expected pre-money or third-party sale valuations based on the market approach, the expected dates of the future expected initial public offering or third-party sale and an appropriate risk-adjusted discount rate. For the scenario in which we have an event in which no liquidity is available for common stockholders, the estimated value of our

 

56


Table of Contents

common stock was based on the value remaining after payment of the cumulative liquidation preferences of the outstanding convertible preferred stock. The present value calculated for our common stock under each scenario was probability-weighted based on our estimate of the probability of each scenario. We assigned weights to each scenario based on significant judgments and estimates that included the impact of operational factors, our estimates regarding when we may be able to complete an initial public offering or third-party sale and market data.

Finally, the estimated fair value of our common stock was reduced by a discount for lack of marketability. The discount for lack of marketability was analyzed in light of the restrictive factors associated with privately held common stock. For our determination of an appropriate discount for lack of marketability, we used a put-option model that considers variables such as time to liquidity, volatility and the risk-free rate. Based on these analyses and consideration of restrictions, we applied estimated discounts for lack of marketability that declined from 30% in the March 19, 2008 valuation to 10% in the June 8, 2009 valuation, as the then-estimated time to an expected liquidity event decreased.

Summary of Stock Option Grants. Based on the analysis we performed for financial statement purposes, we determined that the stock options we granted in 2008 and 2009 had exercise prices different than or equal to the reassessed fair values of the common stock at the dates of grant. The following table compares the originally determined fair value and reassessed fair value:

 

Grant Date

   Number
of Shares
Subject
to
Options
Granted
   Exercise
Price  per
Share
   Reassessed
Fair Value
of
Common
Stock per
Share at
Date of
Grant
   Intrinsic
Value
at Date of
Grant

May 21, 2008

   426,782    $ 1.29    $ 3.78    $ 1,064,394

July 17, 2008

   53,486      1.29      3.78      133,394

September 25, 2008

   28,485      1.29      3.78      71,042

January 9, 2009

   102,646      1.29      6.28      511,998

February 10, 2009

   46,510      1.29      6.28      231,992

March 17, 2009

   16,393      1.29      6.28      81,768

September 17, 2009

   62,496      2.32      7.57      327,854

November 4, 2009

   17,441      7.57      10.23      46,393

December 8, 2009

   15,116      7.57      10.23      40,209

For purposes of determining stock-based compensation expense, stock options granted in 2006 and on January 19, 2007 were valued based on the estimated fair value determined as of April 13, 2006. Stock options granted between March 21, 2007 and January 10, 2008 were valued based on the estimated fair value determined as of February 14, 2007. Stock options granted between May 21, 2008 and September 25, 2008 were valued based on the reassessed fair value determined as of May 1, 2008. Stock options granted between January 9, 2009 and March 17, 2009 were valued based on the reassessed fair value determined as of January 1, 2009. Stock options granted on September 17, 2009 were valued based on the reassessed fair value determined as of June 8, 2009. Stock options granted between November 4, 2009 and December 8, 2009 were valued based on the reassessed fair value determined as of October 16, 2009.

The estimated per share fair value of our common stock from January 7, 2008 to March 24, 2008 increased from $0.52 to $2.41, although there were no stock options granted during this period. The change in estimated fair value primarily reflects operational factors including advancement of torezolid phosphate and our GyrB/ParE preclinical program, including additional patient enrollment in our Phase 1 clinical trials evaluating torezolid phosphate. Also, as of March 24, 2008, based on an analysis of the biotechnology and pharmaceutical companies that had received a round of late-stage venture financing, or had completed an initial public offering, we

 

57


Table of Contents

estimated that there was a 10% probability of an initial public offering scenario, a 30% probability of a sale of our business and a 60% probability of an event in which no liquidity is available to common stockholders. We also applied a 30% discount for lack of marketability.

The estimated per share fair value of our common stock from March 24, 2008 to May 1, 2008 increased from $2.41 to $3.78. The change in estimated fair value reflects the following:

 

   

Continued advancement of torezolid phosphate and our GyrB/ParE preclinical program; and

 

   

The release of the successful Phase 1 clinical trial data for torezolid phosphate.

We estimated that as of May 1, 2008, there was a 20% probability of an initial public offering scenario, a 40% probability of a third-party acquisition and a 40% probability of an event in which no liquidity is available to common stockholders. We also applied a 25% discount for lack of marketability based on a reduction in the amount of time to an expected liquidity event.

The estimated per share fair value of our common stock from May 1, 2008 to January 1, 2009 increased from $3.78 to $6.28. The change in estimated fair value reflects the following:

 

   

Continued advancement of torezolid phosphate and our GyrB/ParE preclinical program;

 

   

Rapid patient enrollment in our Phase 2 clinical trial of torezolid phosphate; and

 

   

Positive interim Phase 2 clinical trial data.

We estimated that as of January 1, 2009, there was a 30% probability of an initial public offering scenario, a 50% probability of a third-party acquisition and a 20% probability of an event in which no liquidity is available to common stockholders. We applied a 20% discount for lack of marketability based on a reduction in the amount of time to an expected liquidity event.

The estimated per share fair value of our common stock from January 1, 2009 to June 8, 2009 increased from $6.28 to $7.57. The change in estimated fair value reflects the following:

 

   

Continued advancement of torezolid phosphate and our GyrB/ParE preclinical program; and

 

   

The release of our successful Phase 2 clinical trial data for torezolid phosphate.

We estimated that as of June 8, 2009, there was a 40% probability of an initial public offering scenario, a 40% probability of a third-party acquisition and a 20% probability of an event in which no liquidity is available to common stockholders. We applied a 10% discount for lack of marketability based on the expected time to a liquidity event.

The estimated per share fair value of our common stock from June 8, 2009 to October 16, 2009 increased from $7.57 to $10.23. The change in estimated fair value reflects the following:

 

   

Organizational meeting held on October 2, 2009 relating to our proposed initial public offering; and

 

   

Positive results from our end of Phase 2 meeting with the FDA received on October 16, 2009, which included guidance from the FDA regarding our proposed Phase 3 clinical trials.

We used the same valuation methodology as was used in our June 8, 2009 valuation; however, we updated it based on our increased confidence that we could complete an initial public offering based on our assessment of prevailing market conditions after discussions with our underwriters. We estimated that as of October 16, 2009, there was a 65% probability of an initial public offering scenario, a 25% probability of a third-party acquisition and a 10% probability of an event in which no liquidity is available to common stockholders. We applied a 10% discount for lack of marketability based on the expected time to a liquidity event.

 

58


Table of Contents

On June 15, 2010, we and the underwriters determined the price range set forth on the cover page of this prospectus. The mid-point of the range is $13.00 as compared to $10.23, management’s determination of the estimated fair value of our common stock on October 16, 2009, the date of our end of Phase 2 meeting with the FDA. This estimated fair value on October 16, 2009 represents a discount of 21% from the mid-point of the price range and the mid-point of the price range represents an increase of 27% from the estimated fair value of our common stock on October 16, 2009. We believe that the difference in value reflected between the mid-point of the price range and management’s determination of the estimated fair value of our common stock on October 16, 2009 is primarily the result of the following factors:

 

   

The expansion of our board of directors to add two new members, Karin Eastham and Theodore R. Schroeder, in anticipation of our initial public offering, to include increased breadth of experience and knowledge relevant to our operation as a public biotechnology company;

 

   

Receipt of a Notice of Allowance on December 24, 2009 from the United States Patent and Trademark Office for a United States utility patent application related to torezolid phosphate. This notice reflects a decision by the patent examiner that the claims in the application are patentable and that the application can proceed from examination to issuance of a patent. Assuming that we or the United States Patent and Trademark Office does not withdraw the application from issue, we pay the issue fee, and the United States utility patent issues (and is valid and enforceable), the resulting patent will provide us the right to exclude third parties from making, using, offering for sale or selling torezolid phosphate in the United States or importing torezolid phosphate into the United States during the term of the patent and during the time of patent term adjustments and extensions if any, thereby enhancing our torezolid phosphate product exclusivity and increasing the overall potential value of the torezolid phosphate market to us;

 

   

Successful completion of our Phase 1 clinical trial of the IV dosage form of torezolid phosphate;

 

   

Entry into a four and one-half year contract with DTRA in April 2010, under which we may receive up to $29.5 million to support our second preclinical program;

 

   

Agreement reached with the FDA on an SPA for our Phase 3 clinical trial of the oral dosage form of torezolid phosphate in June 2010;

 

   

Discussions in June 2010 with the underwriters that took into account perceptions of the market for initial public offerings, as well as expectations that we would complete our initial public offering in the second half of 2010; and

 

   

The expectation, based on historical results, that the completion of an initial public offering will increase the value of our common stock as a result of the significant increase in the liquidity and ability to trade/sell such common stock.

Based on an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), the intrinsic value of the options outstanding at March 31, 2010, was $11.3 million, of which $6.8 million related to vested options and $4.5 million related to unvested options.

Stock-Based Compensation Summary. Stock-based compensation is reported in our statements of operations as follows:

 

     Years Ended December 31,    Three Months Ended March 31,
         2007            2008            2009            2009            2010    
     (In thousands)

Research and development

   $ 18    $ 184    $ 461    $
181
   $
84

General and administrative

     44      160      638      250     
124
                                  

Total

   $ 62    $ 344    $ 1,099    $ 431    $ 208
                                  

 

59


Table of Contents

At December 31, 2009 and March 31, 2010, there was approximately $1.8 million and $1.5 million, respectively, of total unrecognized compensation costs related to outstanding options granted which is expected to be recognized over a weighted average period of 2.67 and 2.18 years, respectively.

Preferred Stock Warrant Liability

We have estimated the fair value of all outstanding convertible preferred stock warrants. The warrant obligation is adjusted to fair value at the end of each reporting period. Such fair values were estimated using the Black-Scholes option-pricing model and an estimated term equal to each warrant’s contractual life, which range from six to 10 years. We will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise of the warrants or the completion of a liquidation event, including the completion of this offering, at which time the liability will be reclassified to stockholders’ equity (deficit).

Internal Control Over Financial Reporting

Assessing our staffing and training procedures to improve our internal control over financial reporting is an ongoing process. We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act and are therefore not required to make an assessment of the effectiveness of our internal control over financial reporting. Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. However, in connection with the audits of our financial statements for the years ended December 31, 2007 and 2008, our independent registered public accounting firm informed us that they had identified a material weakness in our internal controls. A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness reported by our independent registered public accounting firm for those prior periods relates to our controls over our financial statement close process and a lack of sufficient resources for the review and approval of the results of our closing procedures. During 2009, we took remedial measures to improve the effectiveness of our internal controls. Specifically, we improved controls by strengthening our internal staffing and technical expertise in financial accounting and Securities Exchange Commission reporting, implementing executive-level review of financial statements and complex transactions and enhancing and segregating duties within our accounting and finance department. While management has not performed formal testing of internal controls, management believes that the controls it has implemented have remediated the identified material weakness.

We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify. For the year ending December 31, 2011, pursuant to Section 404 of the Sarbanes-Oxley Act, management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting. Under current Securities Exchange Commission rules, our independent registered public accounting firm will also be required to deliver an attestation report on the operating effectiveness of our internal control over financial reporting beginning with the year ending December 31, 2011.

 

60


Table of Contents

Results of Operations

Comparison of the Three Months Ended March 31, 2009 and 2010 (Unaudited)

Revenues

The following table summarizes our revenues for the three months ended March 31, 2009 and 2010:

 

     Three Months Ended
March 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2009            2010          
     (In thousands, except percentages)  

Contract research

   $ 1,085    $ 1,486    $ 401    37

Total revenues for the three months ended March 31, 2009 and 2010 consisted of revenues earned related to our NIAID contract. Our research activities under the NIAID contract increased for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009, resulting in increased revenues earned for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Research and Development Expenses

The following table summarizes our research and development expenses for the three months ended March 31, 2009 and 2010:

 

     Three Months Ended
March 31,
   Increase
(Decrease)
    %
Increase
(Decrease)
 
         2009             2010          
     (In thousands, except percentages)  

Research and development expenses

   $ 6,671    $ 4,152    $ (2,519   (38 )% 
                            

During the three months ended March 31, 2009, our research and development costs related primarily to our Phase 2 clinical trial and various preclinical trials of torezolid phosphate, which were subsequently completed in 2009, resulting in a decrease of $2.5 million in net clinical trial costs during the three months ended March 31, 2010. This decrease was due to spending $3.2 million in 2009 on Phase 2 clinical trials offset by spending $800,000 in 2010 on preparing for Phase 3 clinical trials. In addition, drug product and substance related costs decreased by $900,000 during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009, due to spending $1.1 million in 2009 on Phase 2 clinical trials offset by spending $200,000 in 2010 on preparing for Phase 3 clinical trials. During the three months ended March 31, 2010, consulting expense increased by $465,000 related to design of our Phase 3 clinical trials, and subcontracting expense increased by $263,000 related to increased services for our NIAID contract as compared to the three months ended March 31, 2009.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three months ended March 31, 2009 and 2010:

 

     Three Months Ended
March 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2009             2010           
     (In thousands, except percentages)  

General and administrative expenses

   $ 996    $ 1,210    $ 214    21
                           

The increase in general and administrative expenses was due primarily to a $287,000 increase in consulting expenses and a $50,000 increase in costs to secure additional patents related to intellectual property, offset by a decrease in stock-based compensation expense of $125,000 as compared to the three months ended March 31, 2009.

 

61


Table of Contents

Interest Income

The following table summarizes our interest income for the three months ended March 31, 2009 and 2010:

 

     Three Months Ended
March 31,
   Increase
(Decrease)
    %
Increase
(Decrease)
 
         2009             2010          
     (In thousands, except percentages)  

Interest income

   $ 18    $  —      $ (18   (100 )% 
                            

The decrease in interest income was attributable to lower average cash, cash equivalents and short-term investment balances and lower interest rates during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.

Interest Expense

The following table summarizes our interest expense for the three months ended March 31, 2009 and 2010:

 

     Three Months Ended
March 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2009            2010          
     (In thousands, except percentages)  

Interest expense

   $ 9    $ 403    $ 394    4,378
                           

The increase in interest expense during the three months ended March 31, 2010 was primarily attributable to interest expense related to the convertible notes issued in November 2009.

Comparison of the Years Ended December 31, 2008 and 2009

Revenues

The following table summarizes our revenues for the years ended December 31, 2008 and 2009:

 

     Years Ended
December 31,
   Increase
(Decrease)
    %
Increase
(Decrease)
 
       2008            2009         
     (In thousands, except percentages)  

NIH grants

   $ 429    $ —      $ (429   (100 )% 

Contract research

     658      4,980      4,322      657

Collaborations

     243      36      (207   (85 )% 
                            

Total

   $ 1,330    $ 5,016    $ 3,686      277
                            

Total grant, contract research and collaboration revenues increased $3.7 million to $5.0 million for the year ended December 31, 2009 from $1.3 million for the year ended December 31, 2008. NIH grant revenues for 2008 consisted of $429,000 of SBIR grant funding for which we received the final payment in 2008. Contract research revenues related to our NIAID contract, under which we began research activities in September 2008, resulted in $658,000 of revenues for the year ended December 31, 2008 and $5.0 million for the year ended December 31, 2009. Collaboration revenues consist of upfront payments from a collaboration and licensing agreement signed in April 2007, which supports the cost of two employees to further the development of an early stage compound. For the year ended December 31, 2008, we recognized $243,000 in revenues related to this agreement. For the year ended December 31, 2009, collaboration revenues decreased by $207,000 to $36,000 as research activities associated with the agreement have wound down. We expect very limited activities and associated revenues related to this agreement in the future.

 

62


Table of Contents

Research and Development Expenses

The following table summarizes our research and development expenses for the years ended December 31, 2008 and 2009:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2008            2009          
     (In thousands, except percentages)  

Research and development expenses

   $ 20,086    $ 23,049    $ 2,963    15

During the year ended December 31, 2008, our research and development costs related primarily to the initiation and completion of our Phase 1 clinical trial and commencement of our Phase 2 clinical trial of torezolid phosphate. The increase in research and development expense was primarily the result of increased costs associated with our Phase 2 clinical trial, which continued during the year ended December 31, 2009, and included increases of $1.4 million in drug manufacturing costs to produce material for our clinical trials, $1.9 million in license fees primarily attributable to a $2.5 million payment to Dong-A in 2009 compared to a $500,000 payment in 2008 and $384,000 in regulatory costs. Other research and development expense increases included $614,000 in subcontractor costs related to our NIAID contract, $277,000 in stock-based compensation expense and $182,000 in facilities related costs. These increases were partially offset by decreases of $1.2 million in clinical costs, $420,000 in consultant costs and $341,000 in other outsourced costs as we completed our Phase 2 clinical trial.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the years ended December 31, 2008 and 2009:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2008            2009          
     (In thousands, except percentages)  

General and administrative expenses

   $ 2,290    $ 4,134    $ 1,844    81

The increase in general and administrative expenses was due primarily to a $479,000 increase in stock-based compensation expense, $501,000 increase in payroll and related costs associated with increased headcount, $238,000 increase in consulting expenses, $207,000 increase in public relations costs related to preparing to be a publicly traded company, and $182,000 increase in facilities-related costs as compared to the year ended December 31, 2008.

Interest Income

The following table summarizes our interest income for the years ended December 31, 2008 and 2009:

 

     Years Ended
December 31,
   Increase
(Decrease)
    %
Increase
(Decrease)
 
         2008            2009         
     (In thousands, except percentages)  

Interest income

   $ 582    $ 36    ($ 546   (94 )% 

The decrease in interest income was attributable to lower average cash, cash equivalents and short-term investment balances during the year ended December 31, 2009 as compared to the year ended December 31, 2008.

 

63


Table of Contents

Interest Expense

The following table summarizes our interest expense for the years ended December 31, 2008 and 2009:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
         2008            2009          
     (In thousands, except percentages)  

Interest expense

   $ 297    $ 524    $ 227    76

The increase in interest expense during the year ended December 31, 2009 was primarily attributable to interest expense related to the convertible notes issued in November 2009 plus an increase in non-cash interest expense associated with a change in the fair value of our preferred stock warrant liability.

Comparison of the Years Ended December 31, 2007 and 2008

Revenues

The following table summarizes our revenues for the years ended December 31, 2007 and 2008:

 

     Year Ended
December 31,
   Increase
(Decrease)
    %
Increase
(Decrease)
 
     2007    2008     
     (In thousands, except percentages)  

NIH grants

   $ 679    $ 429    $ (250   (37 )% 

Contract research

     141      658      517      367  % 

Collaborations

     345      243      (102   (30 )% 
                            

Total

   $ 1,165    $ 1,330    $ 165      14  % 
                            

Total grant, contract research and collaboration revenues increased to $1.3 million for the year ended December 31, 2008 from $1.2 million for the year ended December 31, 2007. Revenues from NIH grants decreased from $679,000 for the year ended December 31, 2007 to $429,000 for the year ended December 31, 2008 as we completed services in connection with our SBIR grants from the NIH in July 2008. In 2007, $141,000 of contract research revenues were related to a third-party research services contract which was signed in 2006 and completed in 2007. In 2008, contract research revenues were related to our NIAID contract, under which we recognized $658,000 for the year ended December 31, 2008. Collaboration revenues during both periods were related to our collaboration and licensing agreement signed in April 2007, under which we received up-front payments for the funding of two employees per year to perform research services.

Research and Development Expenses

The following table summarizes our research and development expenses for the years ended December 31, 2007 and 2008:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
     2007    2008      
     (In thousands, except percentages)  

Research and development expenses

   $ 8,517    $ 20,086    $ 11,569    136

Research and development expenses during the year ended December 31, 2007 related primarily to costs associated with the license of torezolid phosphate and preparation for clinical trials, including filing an Investigational New Drug Application, or IND. Research and development expenses during the year ended December 31, 2008 related primarily to the initiation and completion of our Phase 1 clinical trial and commencement of our Phase 2 clinical trial of torezolid phosphate. The increase in research and development

 

64


Table of Contents

expenses was primarily the result of increased costs associated with our Phase 1 and Phase 2 clinical trials, including increases of $6.1 million in clinical costs, $1.8 million in drug manufacturing costs and $1.8 million in nonclinical study costs. Other research and development expense increases included $1.5 million in personnel costs, $1.3 million in lab supplies, allocated facilities and overhead costs and $166,000 in stock-based compensation expense. These increases were partially offset by a decrease of $900,000 in licensing payments and fees during the year ended December 31, 2008.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the years ended December 31, 2007 and 2008:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
     2007    2008      
     (In thousands, except percentages)  

General and administrative expenses

   $ 1,546    $ 2,290    $ 744    48

The increase in general and administrative expenses was due primarily to an increase in facility costs of $460,000 and an increase in payroll and related costs of $286,000 associated with increased headcount and stock-based compensation charges during the year ended December 31, 2008 as compared to the year ended December 31, 2007.

Interest Income

The following table summarizes our interest income for the years ended December 31, 2007 and 2008:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
     2007    2008      
     (In thousands, except percentages)  

Interest income

   $ 308    $ 582    $ 274    89

The increase in interest income was attributable to higher average cash, cash equivalents and short-term investment balances during 2008 as a result of our Series B preferred stock financing, which closed in March 2008.

Interest Expense

The following table summarizes our interest expense for the years ended December 31, 2007 and 2008:

 

     Years Ended
December 31,
   Increase
(Decrease)
   %
Increase
(Decrease)
 
     2007    2008      
     (In thousands, except percentages)  

Interest expense

   $ 170    $ 297    $ 127    75

The increase in interest expense was attributable to higher average debt balances during 2008 as a result of entering into capital lease agreements during 2007 plus non-cash interest expense associated with a change in the fair value of our preferred stock warrant liability during the year ended December 31, 2008.

Liquidity and Capital Resources

We have incurred losses since our inception in June 2004 and, as of March 31, 2010, we had an accumulated deficit of $57.5 million. We anticipate that we will continue to incur losses for at least the next several years. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may obtain from financings, research funding, collaborations, contract revenues or other sources.

 

65


Table of Contents

Since our inception in June 2004 through March 31, 2010, we have funded our operations principally through the receipt of funds from the private placement of approximately $51.6 million of equity securities, the private placement of approximately $19.2 million of convertible notes payable, approximately $6.2 million of contract research funding under our NIAID contract and approximately $4.3 million in SBIR research grants. As of March 31, 2010, we had cash and cash equivalents of approximately $14.3 million. Cash in excess of immediate requirements is invested in accordance with our investment policy primarily with a view to liquidity and capital preservation. Currently, our funds are held in cash and money market funds.

 

    Years Ended December 31,     Three Months Ended
March 31,
 
    2007     2008     2009     2009     2010  
    (In thousands)              

Cash Flows from Continuing Operations:

         

Net cash used in operating activities

  $ (8,101   $ (19,505   $ (20,672   $ (6,108   $ (3,025

Net cash provided by (used in) investing activities

    (835     (7,920     6,781        (3,650     (230

Net cash provided by (used in) financing activities

    20,178        30,402        17,639        (48     (678
                                       

Net increase (decrease) in cash and cash equivalents

  $ 11,242      $ 2,977      $ 3,748      $ (9,806   $ (3,933
                                       

During 2007, 2008 and 2009, and the three months ended March 31, 2009 and 2010, our operating activities used cash of $8.1 million, $19.5 million, $20.7 million, $6.1 million and $3.0 million, respectively. The use of cash in all periods primarily resulted from our net losses and changes in our working capital accounts. The increase in cash used in operations in 2007, 2008 and 2009, and the three months ended March 31, 2009 was due primarily to an increase in research and development activities related to torezolid phosphate. The decrease in cash used in operations during the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 was primarily due to the completion of Phase 2 clinical trials related to torezolid phosphate in 2009.

During 2007 and 2008, our investing activities used cash of $835,000 and $7.9 million, respectively. The net cash used in 2007 and 2008 was attributable primarily to the purchases in excess of the sales of short-term investments along with purchases of capital equipment. For the year ended December 31, 2009, our investing activities provided cash of $6.8 million primarily attributable to the maturity of our short-term investments. During the three months ended March 31, 2009, our investing activities used cash of $3.6 million which was due to our purchase of short-term investments. During the three months ended March 31, 2010, our investing activities used cash of $230,000 resulting from the purchase of fixed assets.

During 2007, 2008 and 2009, our financing activities provided net cash of $20.2 million, $30.4 million and $17.6 million, respectively. The cash provided by financing activities in 2007 was primarily a result of the sale and issuance of 36,363,641 shares of Series A-2 redeemable convertible preferred stock in February 2007 and November 2007 for net proceeds of $19.9 million. The cash provided by financing activities in 2008 was primarily a result of the sale and issuance of 30,500,000 shares of Series B redeemable convertible preferred stock for net proceeds of $30.4 million. The net cash provided by financing activities in 2009 was primarily a result of the sale of convertible notes payable for net proceeds of $19.1 million, offset by our deferred IPO costs of $1.4 million. During the three months ended March 31, 2009 and 2010, our financing activities used cash of $48,000 and $678,000, respectively, which was primarily related to debt service for capital leases in 2009, and deferred IPO costs in 2010.

Operating Capital Requirements

We anticipate we will continue to incur net losses for the next several years as we incur expenses for our clinical and nonclinical studies for torezolid phosphate, complete preclinical studies and initiate clinical development of our preclinical programs, build commercial capabilities and expand our corporate infrastructure. We may not be able to complete the development and initiate commercialization of these programs if, among other things, our preclinical research and clinical trials are not successful, the Food and Drug Administration, or

 

66


Table of Contents

FDA, does not approve torezolid phosphate or any other product candidates arising out of our current preclinical programs when we expect, or at all, or funding under our NIAID or DTRA contracts is discontinued. In November 2009, we sold $19.2 million in aggregate principal amount of secured convertible promissory notes, or the 2009 notes, in a private placement to certain of our existing investors and other parties with whom we have substantive, preexisting relationships. The 2009 notes are secured by a first priority security interest in all of our assets. The 2009 notes accrue interest at a rate of 8% per annum and have a maturity date of the earliest of (1) January 31, 2011 or (2) the date we sell all or substantially all of our assets or we are acquired. The principal amount of and accrued interest on our 2009 notes are automatically convertible into our common stock upon completion of this offering at a 12.5% discount to the initial public offering price.

We believe that the net proceeds from this offering and our existing cash and cash equivalents, together with interest thereon, will be sufficient to fund our operations through mid-2012. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. If we are unable to raise sufficient additional capital we may need to substantially curtail our planned operations. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in “Risk Factors.”

The net proceeds from this offering alone will not be sufficient to fund our operations through the successful development and commercialization of torezolid phosphate or any other products we develop. As a result, we will need to raise additional capital following this offering to fund our operations and continue to conduct clinical trials to support potential regulatory approval of torezolid phosphate and any other product candidates. To raise additional capital, we may seek to sell additional equity or debt securities or incur indebtedness. The sale of additional equity and debt securities may result in additional dilution to our stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. We may also seek funding through collaborations or other similar arrangements with third parties.

Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

 

   

The progress of our clinical trials of torezolid phosphate, including expenses to support the trials;

 

   

The costs and timing of regulatory approvals;

 

   

Our progress in advancing our preclinical programs through preclinical development into clinical trials;

 

   

The costs and timing of clinical and commercial manufacturing supply arrangements for our product candidates;

 

   

The costs of establishing sales or distribution capabilities;

 

   

The success of the commercialization of our products;

 

   

Our ability to maintain existing, and be awarded new, government research contracts;

 

   

Our ability to establish and maintain strategic collaborations, including licensing and other arrangements; and

 

   

The costs involved in enforcing or defending patent claims or other intellectual property rights.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

 

67


Table of Contents

Contractual Obligations

The following table summarizes our outstanding contractual obligations as of payment due by period March 31, 2010:

 

      Payment by Period

Contractual Obligations

   Total    Less Than
1 Year
   1-3 Years    3-5 Years    More Than
5 Years
     (In thousands)

Equipment capital leases

   $ 34    $ 34    $   —      $   —      $   —  

Operating leases

   $ 322    $ 322    $   —      $   —      $   —  

Convertible notes payable and accrued interest

   $ 21,063    $ 21,063    $   —      $   —      $   —  
                                  

Total

   $ 21,419    $ 21,419    $   —      $   —      $   —  
                                  

Under our license agreement with Dong-A, we may be required to make up to an aggregate of $13.0 million in additional payments to Dong-A upon the achievement of specified development and regulatory approval milestones. We are unable at this time to estimate with certainty the amount or timing of future costs we will incur under this agreement.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2009-13, Multiple-Deliverable Revenue Arrangements. ASU No. 2009-13 requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third-party evidence of value is not available. The new accounting guidance is effective beginning January 1, 2011, and earlier application is permitted. We are currently evaluating both the timing and impact of the pending adoption of the new accounting guidance on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends Accounting Standards Codification, or ASC, 820, Fair Value Measures and Disclosures. ASU No. 2010-06 amends ASC 820 to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to ASC 820 as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009, except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010. This guidance requires new disclosures only, and has no financial impact on our financial statements.

In February 2010, the FASB issued ASU No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements, which amends ASC 855, Subsequent Events. ASU No. 2010-09 requires evaluation of subsequent events through the date the financial statements are issued for SEC filers, amends the definition of SEC filer, and changes required disclosures. The new accounting guidance is effective on February 24, 2010 and did not have a material financial impact on our financial statements upon adoption.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Qualitative and Quantitative Disclosures About Market Risk

Our cash and cash equivalents as of March 31, 2010 consisted primarily of cash and money market funds. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of United States interest rates. However, because of the short-term nature of the instruments in our portfolio, a sudden change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operation. We do not have any foreign currency or other derivative financial instruments.

 

68


Table of Contents

BUSINESS

Trius Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. We are preparing to initiate Phase 3 clinical trials for our first product candidate, torezolid phosphate, an IV and orally administered second generation oxazolidinone, for the treatment of serious gram-positive infections, including methicillin-resistant Staphylococcus aureus, or MRSA. Oxazolidinones are a class of synthetic compounds used as antibiotics. A second generation oxazolidinone is chemically differentiated from, and designed for improved potency, resistance and spectrum of activity over, the first generation of oxazolidinones that were clinically developed. Gram-positive infections are caused by bacteria that possess a single membrane and a thick cell wall and turn dark-blue or violet when subjected to a laboratory staining method known as Gram’s method. There is currently only one approved first generation oxazolidinone, linezolid (marketed by Pfizer as Zyvox), which is currently the leading branded antibiotic for serious gram-positive infections with reported worldwide sales of $1.1 billion in 2009. While there are several currently marketed antibiotics labeled for serious gram-positive infections, Zyvox is the only currently marketed antibiotic labeled for MRSA that is available in both IV and oral dosage forms. We believe torezolid phosphate offers a number of important potential advantages over linezolid, including greater potency, once daily dosing, predictable drug exposure, a shorter course of therapy, in vivo bactericidal (i.e., bacterial killing) activity, lower frequency of resistance, activity against linezolid-resistant bacterial strains and an improved safety profile. We believe that these potential advantages over linezolid may result in lower cost of care for patients with serious gram-positive infections by providing for a more rapid and effective cure and an improved safety profile with greater patient compliance, resulting in earlier discharge from the hospital and lower incidence of resistance.

In June 2009, we announced positive results from our Phase 2 clinical trial of three oral doses (200, 300 and 400 mg once daily) of torezolid phosphate administered for five to seven days in patients with complicated skin and skin structure infections, or cSSSI. Ninety-one percent of patients randomized to receive a once daily 200 mg dose of torezolid phosphate, which we have selected for our Phase 3 clinical program, responded positively within 48 hours of receiving the initial dose, as determined by the cessation of spread of the infected lesion and the absence of fever. In the clinically evaluable patients, the cure rate was 96% overall and 98% for the 200 mg dose, as determined by the clinical investigator’s assessment at the end of therapy. The majority of patients in this trial were diagnosed with MRSA infections, of which 100% receiving the 200 mg dose were cured. In addition to our Phase 2 clinical trial, we have completed four Phase 1 clinical trials of the oral dosage form of torezolid phosphate and one Phase 1 clinical trial of the IV dosage form of torezolid phosphate. The results of our completed clinical trials to date demonstrated that the 200 mg dose of torezolid phosphate was highly effective against gram-positive pathogens including MRSA, could be dosed once daily for a course of therapy that is half the number of days of the labeled dosing regimen of linezolid for cSSSI and had a favorable safety and tolerability profile compared to linezolid, as demonstrated by dosing of up to 21 days.

Under our torezolid phosphate clinical program, we plan to develop torezolid phosphate to treat multiple clinical indications, including acute bacterial skin and skin structure infections, or ABSSSI (a new classification for cSSSI) and other important indications involving infections of the lung, blood and bone, such as community acquired bacterial pneumonia, or CABP, hospital acquired pneumonia, or HAP, ventilator acquired pneumonia, or VAP, bacteremia and osteomyelitis. Initially, we are developing torezolid phosphate for the treatment of ABSSSI. We opened our Investigational New Drug applications, or INDs, for the IV and oral dosage forms of torezolid phosphate in August 2009 and November 2007, respectively. Based upon guidance we have received from the United States Food and Drug Administration, or FDA, we plan to conduct two Phase 3 clinical trials for the treatment of ABSSSI. In our first Phase 3 clinical trial, we plan to test the oral dosage form of torezolid phosphate. In our second Phase 3 clinical trial, we plan to initiate patients on IV therapy and transition them to oral therapy. Both trials will be randomized, double-blind studies and will use linezolid as the comparator. We have reached agreement with the FDA on a Special Protocol Assessment, or SPA, for our Phase 3 clinical trial of the oral dosage form of torezolid phosphate. The SPA process creates a written agreement between the FDA and a sponsor concerning the clinical trial design, clinical endpoints and other clinical trial issues that can be used to

 

69


Table of Contents

support regulatory approval of a drug candidate. The process is intended to provide assurance that if the agreed upon clinical trial protocols are followed, the clinical trial endpoints are achieved and there is a favorable risk-benefit profile, the data may serve as the primary basis of an efficacy claim in support of a New Drug Application, or NDA. We expect to commence our Phase 3 clinical program during the second half of 2010 and to report top-line data from our first Phase 3 clinical trial by early 2012. The potential use of torezolid phosphate to treat follow-on indications involving infections of the lung, blood and bone, such as CABP, HAP, VAP, bacteremia and osteomyelitis, is supported by an extensive, published body of nonclinical data from predictive animal studies. If we obtain regulatory approval, we plan to commercialize torezolid phosphate through our own hospital directed sales force in the United States and/or in collaboration with third parties, and to out-license torezolid phosphate to, or collaborate with, third parties in other countries as we deem appropriate.

We have developed a proprietary discovery platform, called focused antisense screening technology, or FAST, which uses antisense technology to validate suitable bacterial drug targets. We have also developed state-of-the-art capabilities in structure based drug design, or SBDD. These proprietary capabilities enable us to rapidly identify optimal bacterial targets and subsequently design highly potent and selective small molecule inhibitors which we believe will enable us to develop new differentiated antibiotics. We have used these capabilities as the basis for our current preclinical programs. Our first preclinical program is directed against the enzyme targets GyrB and ParE to treat infections caused by bacteria of the gram-negative category. In September 2008, we were awarded up to $27.7 million to support this program through a procurement contract of up to five years with the National Institute of Allergy and Infectious Diseases, or NIAID, a part of the National Institutes of Health. Our second preclinical program targets antibacterial compounds from marine natural products libraries to treat infections caused by both gram-negative and gram-positive bacteria. In April 2010, we were awarded up to $29.5 million to support this program through a four and one-half year contract with the Defense Threat Reduction Agency, or DTRA, a part of the Department of Defense.

The following table summarizes the target indications, dosage forms, stage of development and future plans for our torezolid phosphate clinical program and our preclinical programs.

LOGO

 

70


Table of Contents

Our Strategy

Our strategy is to discover and develop a pipeline of antibiotics focused on the treatment of serious, life-threatening infections, consisting of torezolid phosphate and additional compounds discovered internally using our proprietary discovery platform.

With respect to torezolid phosphate, our strategy is to:

 

   

Conduct two Phase 3 clinical trials for the treatment of ABSSSI, the first of which we plan to initiate during the second half of 2010;

 

   

Pursue clinical development for the treatment of other indications beginning in the second half of 2010;

 

   

Obtain regulatory approval for the treatment of ABSSSI initially in the United States and subsequently in the European Union, or EU;

 

   

Build a hospital-directed sales force and/or collaborate with third parties for commercialization in the United States; and

 

   

Out-license rights to, or collaborate with, third parties for commercialization outside of the United States.

With respect to our preclinical programs and proprietary discovery platform, our strategy is to:

 

   

Advance our preclinical programs into clinical development;

 

   

Actively pursue additional government contract revenues to support the discovery and development of additional compounds; and

 

   

Continue to use our proprietary discovery platform to discover additional antibiotics that we may develop internally or with third parties.

To execute on our strategy, we have built a strong management team with significant development and regulatory experience. Our senior management team consists of seven individuals with over 90 years of collective experience in the development and approval of antibiotics.

Background on the Antibiotic Market

Bacterial infections are caused by pathogens present in the environment that enter the body and overwhelm the body’s immune system. These bacteria establish themselves in various tissues and organs throughout the body and cause a number of serious and, in some cases, lethal infections, including infections of the skin, lung, blood, bone, heart and urinary tract.

Bacteria are differentiated into two broad categories based on the structure of the bacterial envelope. Gram-positive bacteria possess a single membrane and a thick cell wall and turn dark-blue or violet when subjected to a laboratory staining method known as Gram’s method. Gram-negative bacteria possess two membranes with a thin cell wall and lose the stain or are decolorized when subjected to Gram’s method of staining. Some bacteria, such as Chlamydia, have a modified cell wall and are referred to as “atypical.” The most clinically relevant gram-positive bacteria include staphylococci, streptococci and enterococci. Common infections that are caused by gram-positive bacteria and result in hospitalization include infections of the skin, lung, blood and bone.

Antibacterial agents, also referred to as antibiotics, work by inhibiting a function essential to a bacterium’s growth or survival, usually by binding to and thereby inhibiting one, or occasionally more than one, specific “target” in a bacterial cell. Antibiotics are classified by both the type of bacteria against which they are effective,

 

71


Table of Contents

such as gram-positive or gram-negative bacteria, as well as their basic molecular structure, which is known as their antibiotic “class.” Antibiotics are typically differentiated based on several characteristics, the most important of which are:

 

   

Potency. The potency of an antibiotic is generally expressed as the minimum inhibitory concentration, or MIC, measured in micrograms per milliliter, needed to arrest bacterial growth in vitro, which means that it occurs outside of a living organism under laboratory conditions. Potency against a panel of bacterial strains is expressed as MIC90, which refers to the concentration needed to inhibit the growth of 90% of a panel of bacterial strains isolated from patients. A lower MIC90 indicates greater potency against a particular bacterium.

 

   

Dosing Schedule and Duration. The number of times per day that an antibiotic is administered is referred to as its dosing schedule. This can be once daily, twice daily or more frequent. Once daily dosing and shorter duration of therapy have been demonstrated to correlate with higher patient compliance.

 

   

Cidality. Antibiotics are classified by whether their inhibitory effect results in growth arrest, referred to as bacteriostatic, or the killing of the bacterial pathogen, referred to as bactericidal. Such activity is observed either in vitro, or in vivo, which means that it occurs within a living organism. In general, clinicians prefer to treat severe infections with antibiotics that have bactericidal activity.

 

   

Spectrum of Coverage. Antibiotics that are active against both gram-positive and gram-negative bacteria are referred to as broad spectrum. Those that are active only against gram-positive or gram-negative bacteria are referred to as focused spectrum. Antibiotics that are active against a select subset of gram-positive or gram-negative bacteria are referred to as narrow spectrum. In general, once a pathogen has been identified, clinicians prefer focused spectrum antibiotics to limit the development of resistance.

 

   

Route of Administration. Antibiotics are usually administered intravenously or orally. Most antibiotics for serious infections are available only as IV dosage forms and are typically administered by a healthcare professional.

 

   

Pharmacokinetics. Antibiotics are evaluated based on the effect of the body on the drug, including the absorption, distribution, metabolism and excretion of the drug by the body, as reflected by measuring drug concentration over time. Less patient-to-patient variability in the concentration of the antibiotic in blood generally means that drug exposure, and subsequently, the drug’s efficacy and safety is more predictable across a broad patient population.

 

   

Resistance. Antibiotic use selects for bacterial strains that have evolved resistance mutations that result in decreased efficacy of the antibiotic. The frequency at which a resistance mutation appears, an indicator of the likelihood that resistance will develop, can be experimentally determined.

 

   

Safety and Tolerability. The safety of an antibiotic is assessed based on its impact on blood parameters, kidney or liver enzymes, changes in cardiovascular or other physiological signals and effects on other vital organ and tissue functions typically expressed by abnormal clinical laboratory tests or parameters. The tolerability of an antibiotic is characterized by the type and number of adverse events, or AEs. Examples of AEs include nausea, vomiting, headache, dizziness or other expressions of discomfort.

Generally, new antibiotics have offered improvements in one or more of the above characteristics over older members of the same class. In addition, new classes of antibiotics have been discovered that provide advantages over other, older classes. Over the last 40 years there have been only two new classes of antibiotics introduced to treat infections caused by gram-positive bacteria, including MRSA. These new classes offered greater potency against MRSA and an improved safety profile over older alternatives. However, there is still a significant need for new antibiotics with improved potency, convenience, resistance and safety profiles, particularly those that also target MRSA infections.

 

72


Table of Contents

The Need for New Antibiotics for Drug-Resistant Gram-Positive Pathogens

There is a significant need for new antibiotics to treat serious gram-positive infections, due primarily to the growing incidence of drug resistance to currently marketed antibiotics. By far the most prevalent resistant gram-positive bacterial pathogen in the hospital and community today is MRSA. The market for antibiotics labeled for MRSA is growing rapidly. According to IMS Health, the total United States sales of the five antibiotics labeled for MRSA grew from $778 million in 2005 to $1.5 billion in 2009. We believe that this market will continue to grow rapidly due to several factors:

 

   

Increasing obsolescence of vancomycin. The most widely prescribed antibiotic for treating gram-positive infections is vancomycin, an IV only therapy, which accounted for the vast majority of in-hospital days of therapy in the United States for gram-positive infections in 2008. It is administered twice daily as an IV infusion and for many years had been reserved for use only after treatment with other antibiotics has failed. However, the emergence of MRSA has led to an increase in use of vancomycin as the initial treatment assuming the presence of MRSA before it has been confirmed. This increasing usage, in turn, has contributed to the emergence of vancomycin-resistant bacteria such as vancomycin-resistant Enterococcus, or VRE, and vancomycin-intermediate Staphylococcus aureus, or VISA. The latter strain is of particular concern given the high rate of MRSA infections in the hospital and community. Based on the rapid rise of MRSA with reduced susceptibility to vancomycin, we believe that vancomycin may soon be rendered obsolete as a treatment for MRSA and that new, more effective antibiotics, are increasingly replacing vancomycin as the standard treatment for MRSA infections.

 

   

Demand for focused spectrum agents. The use of broad spectrum antibiotics, such as cephalosporins and quinolones, which have both gram-positive and gram-negative activity, has led to a dramatic increase in the prevalence of infectious diarrhea caused by highly virulent strains of Clostridium difficile. Further, the use of these agents is leading to increased prevalence of MRSA strains that are cross-resistant to these agents. Consequently, there is a significant and growing need for focused spectrum drugs with potent activity against MRSA.

 

   

Demand for orally available antibiotics. The majority of recently introduced antibiotics designed to treat MRSA are available only in IV dosage form and must be administered by a healthcare professional. With the increased pressure to reduce the costs of healthcare, there is a significant need for antibiotics that are available in both IV and oral dosage forms so that patients can be transitioned to oral therapy and, therefore, discharged earlier from the hospital or treated on an outpatient basis.

Despite the significant need for new antibiotics with the above attributes, over the last 40 years, only two new classes of focused spectrum antibiotics have been marketed for the treatment of infections caused by gram- positive bacteria: the oxazolidinones, introduced to the market in 2000, and the lipopeptides, introduced to the market in 2003. To date, only one antibiotic has been approved in each of these new classes: Zyvox (linezolid), an oxazolidinone; and Cubicin (daptomycin), a lipopeptide. Sales of these two antibiotics accounted for 77% of the 2008 revenues for antibiotics labeled for MRSA in the United States. We believe that both Zyvox and Cubicin have been commercially successful because of their activity against drug-resistant gram-positive bacteria, particularly MRSA, although resistance to these antibiotics has been increasing. Zyvox and Cubicin are the most successful of the focused spectrum antibiotics that are used as branded alternatives to vancomycin for the treatment of infections due to resistant gram-positive bacteria.

Cubicin is a lipopeptide antibiotic that can be dosed once daily by IV infusion. It is labeled for the treatment of cSSSI, bacteremia and right sided endocarditis involving gram-positive bacteria. However, Cubicin is ineffective in treating lung infections. Cubist Pharmaceuticals, Inc. reported net United States revenues of $524.0 million in 2009 related to Cubicin.

Zyvox is the only IV and oral antibiotic labeled for the treatment of gram-positive infections, including those caused by MRSA, and remains the market leading antibiotic for serious gram-positive infections based on

 

73


Table of Contents

worldwide sales of $1.1 billion in 2009, as reported by Pfizer Inc. We believe Zyvox’s sales advantage over Cubicin stems from its availability in both IV and oral dosage forms and activity against lung infections. Zyvox is labeled for the treatment of cSSSI and uncomplicated skin and skin structure infections, or uSSSI, CABP involving Streptococcus pneumoniae, HAP, VAP, and VRE infections.

While Zyvox has been commercially successful, it has several key limitations, including the following:

 

   

Low Potency and Variable Drug Exposure. The MIC90 of Zyvox against MRSA is four micrograms per milliliter. In order to maintain blood concentrations at or above this level, Zyvox is dosed twice per day at 600 mg per dose. Clinicians generally prefer lower concentrations of a drug in the body to minimize exposure and the risk of toxicity. In addition, variability in the metabolism of Zyvox leads to a high degree of patient-to-patient variability in concentrations of Zyvox in blood. This can lead to higher drug exposure in some patients and the potential for side effects, such as a decrease in blood cell production, or myelosuppression, particularly in those patients dosed for longer than 10 to 14 days. Patients dosed longer than 14 days on Zyvox typically require regular blood monitoring. At the same time, patients that metabolize Zyvox at higher rates may not achieve adequate drug concentrations for efficacy.

 

   

Dosing Regimen. The dose and regimen for Zyvox is 600 mg twice daily for 10 to 14 days for the treatment of cSSSI. Multiple studies have shown that longer antibiotic regimens can lead to low patient compliance.

 

   

Not Bactericidal. As a bacteriostatic antibiotic, Zyvox stops the growth of, but, in general, does not directly kill, bacterial pathogens in vivo. This may limit its utility in severe infections where clinicians have a preference for bactericidal drugs. Antibiotics with bactericidal activity have been demonstrated to act more quickly and are, therefore, preferred by clinicians for use in treating severe infections. Bactericidal activity has also been demonstrated to slow the rate at which resistance develops.

 

   

Emerging Resistance. Recent outbreaks of chloramphenicol-florfenicol-resistant, or cfr, strains which are resistant to Zyvox and other antibiotics have been reported in United States, South American and European hospitals . These cfr strains contain mobile units of DNA called plasmids and transposons that can convey genes that encode resistance to Zyvox, clindamycin, pleuromutilins and other broadly used antibiotics between different strains of bacteria. Because these cfr strains can emerge in response to the use of Zyvox as well as other classes of widely used generic antibiotics, there is potential that Zyvox resistance may increase rapidly in the coming years.

 

   

Drug-Drug Interactions. Zyvox is contraindicated with tyramine containing foods (e.g. wine and cheese) and drugs that interact with monoamine oxidase-A enzymes such as selective serotonin re-uptake inhibitors, or SSRIs (e.g. antidepressants such as Celexa and Zoloft) and vasoconstrictors (e.g. decongestants such as Sudafed and Claritin-D) because of the potential for increased blood pressure and heart rate.

Because of the commercial success of Zyvox and the potential for an improved oxazolidinone, a number of companies, including Pfizer Inc., Merck & Co. Inc., Johnson & Johnson, AstraZeneca PLC, Kyorin Pharmaceutical Co. Ltd., Ranbaxy Laboratories Ltd. and Rib-X Pharmaceuticals Inc., have attempted to develop a new oxazolidinone antibiotic. To our knowledge, only we have reported Phase 2 data of a new oxazolidinone for the treatment of severe infections such as cSSSI.

Therefore, we believe there is a significant opportunity for new antibiotics available in both IV and oral dosage forms that offer potency, convenience and safety advantages over existing therapies for the treatment of serious gram-positive infections.

 

74


Table of Contents

Torezolid Phosphate, a Second Generation Oxazolidinone

Torezolid phosphate is a second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. We believe torezolid phosphate is the second generation oxazolidinone furthest advanced in clinical development for the treatment of such infections. Torezolid phosphate is a novel prodrug antibiotic that is cleaved in the blood stream to the active compound, torezolid. We acquired exclusive rights to certain patent applications and other intellectual property related to torezolid phosphate through a license agreement with Dong-A Pharmaceutical Co., Ltd. in January 2007. We have filed provisional and non-provisional patent applications in the United States and other territories worldwide, which, if issued, may provide composition of matter patent protection for torezolid phosphate that would expire between 2024 and 2030, absent any extension.

As a second generation oxazolidinone, torezolid phosphate shares the positive attributes of linezolid, including the availability of IV and oral dosage forms, highly efficient oral absorption and tissue penetration and distribution, and activity against MRSA. However, based on clinical and nonclinical data, we believe that torezolid phosphate has significant potential advantages over linezolid, including the following:

 

   

Greater Potency. In vitro tests on over 4,000 recent bacterial strains isolated from patients show that the potency of torezolid is four to eight times greater than linezolid against linezolid-susceptible strains and up to 16 times greater than linezolid against linezolid-resistant strains. Torezolid has maintained this potency advantage in all animal models of infection tested to date, including models of skin and lung infections as well as sepsis and endocarditis. The greater potency of torezolid should enable a shorter course of treatment as compared to linezolid. We believe that this enhanced potency may result in improved clinical outcomes and significant savings for hospitals and payor organizations, faster eradication of the pathogen and treatment of the infection and earlier discharge from the hospital.

 

   

More Convenient, Once Daily and Shorter Dosing Regimen. Torezolid phosphate can be administered once daily for five to seven days for the treatment of cSSSI as compared to twice daily for 10 to 14 days for linezolid. We believe this shorter and once daily dosing regimen will contribute to improved patient compliance and potentially decrease the risk of drug induced adverse events and limit the emergence of resistance.

 

   

Bactericidal Activity In Vivo. Torezolid, unlike linezolid, concentrates to a high extent inside certain white blood cells, which engulf pathogenic bacteria and concentrate at the site of infection. This feature of torezolid contributes to its in vivo bactericidal activity, or killing of pathogenic bacteria in the body, which is thought to yield a higher degree of efficacy and faster eradication of the pathogenic bacteria than is achieved with bacteriostatic antibiotics.

 

   

Activity Against Key Gram-Positive Drug-Resistant Strains and Select Gram-Negative and Atypical Bacteria. Torezolid is active against all clinically relevant gram-positive bacteria tested to date, including organisms resistant to linezolid and other antibiotics. Unlike linezolid, torezolid is also active against strains of the gram-negative bacterium Legionella and the atypical bacterium Chlamydia, and thus may have utility in treating lower respiratory tract infections involving these bacteria.

 

   

Low Intrinsic Frequency of Resistance. The frequency at which MRSA evolved resistance to torezolid was 16 times lower than the frequency at which it evolves resistance against linezolid. We believe that this low intrinsic frequency of resistance indicates that torezolid may generate fewer resistant strains of bacteria compared to linezolid. We believe this low frequency of resistance may allow for wider use of torezolid phosphate and limit the emergence of resistance, especially in community applications where the rapid spread of bacterial resistance is of significant concern. This should also result in the slower emergence of bacterial pathogens that are resistant to torezolid.

 

   

Favorable and Predictable Pharmacokinetics. Studies have shown little patient-to-patient variability in the concentration of torezolid in blood, as compared to linezolid, which generally means that drug

 

75


Table of Contents
 

exposure is more predictable. As a result, we expect that torezolid may have more predictable drug exposure which may lead to a uniform efficacy and safety profile across different patients when compared to linezolid.

 

   

Fewer Drug-Drug Interactions. Unlike linezolid, torezolid phosphate has not been shown to induce higher blood pressure and faster heart rate in the presence of tyramine, contained in certain foods, or drugs, such as SSRIs and vasoconstrictors.

 

   

Improved Safety Profile for Long Term Dosing. The results of our comparative 21-day Phase 1 clinical trial showed that a 200 mg daily dose of torezolid phosphate had less impact on hematological parameters indicative of myelosuppression than the labeled dose of Zyvox (600 mg twice daily). Based upon the results of this clinical trial, we believe that torezolid phosphate may offer a safer alternative to linezolid for infections requiring longer term dosing such as bacteremia and osteomyelitis.

Despite its advantages, market acceptance and sales of torezolid phosphate will depend on many factors, including successfully demonstrating the safety and efficacy of torezolid phosphate in our Phase 3 clinical trials, competitiveness of the product labeling approved by the FDA, effectiveness of the sales and promotional efforts for the product, acceptance by physicians and payors of torezolid phosphate as a safe and effective treatment, reimbursement status, its cost relative to competing antibiotics and the outcomes of the development and approval of competitive products. In particular, in the absence of a diagnosis of a gram-positive infection, clinicians may prefer to initially prescribe an antibiotic with a broader spectrum of coverage than torezolid phosphate until the diagnosis of a gram-positive infection is confirmed. If approved, torezolid phosphate will compete against a number of antibiotics that have been approved and have shown activity against serious gram-positive infections, including those caused by MRSA. These antibiotics include vancomycin, linezolid, daptomycin, tigecycline and telavancin. We may also compete with antibiotics currently in, or which may soon enter, Phase 3 development or registration for ABSSSI (or cSSSI), such as ceftaroline, ceftobiprole, CEM-102, dalbavancin, delafloxacin, NXL-103, oritavancin, PTK 0796 and radezolid.

However, we believe that torezolid phosphate may provide physicians with a safe antibiotic for the treatment of serious gram-positive infections that is more potent and more convenient than linezolid and other currently available alternatives. Further, we believe that use of torezolid phosphate will result in earlier discharge from the hospital, lower incidence of resistance and a reduced need to switch to alternative antibiotics. All of these factors may contribute to reduced costs for treating serious gram-positive infections.

Overview of our Torezolid Phosphate Clinical Program

We have completed Phase 1 and Phase 2 clinical trials of the oral dosage form of torezolid phosphate and have completed a Phase 1 clinical trial for the IV dosage form of torezolid phosphate. We believe our Phase 1 clinical trial for the IV dosage form of torezolid phosphate indicated acceptable safety and tolerability and that no dose adjustment will be required between the IV and oral dosage forms of torezolid phosphate. We intend to conduct two Phase 3 clinical trials for the treatment of ABSSSI. In our first Phase 3 clinical trial, we plan to test the oral dosage form of torezolid phosphate. In our second Phase 3 clinical trial, we plan to initiate patients on IV therapy and transition them to oral therapy.

To date, in our Phase 1 and Phase 2 clinical trials, 286 healthy volunteers and patients have received the oral dosage form of torezolid phosphate at doses between 200 and 1200 mg per day for up to 21 days and an additional 75 healthy volunteers received the IV dosage form of torezolid phosphate at doses between 50 and 400 mg per day for up to seven days.

 

76


Table of Contents

Our Single and Multiple Ascending Dose Phase 1 Clinical Trial of the Oral Dosage Form of Torezolid Phosphate

The objective of the single ascending dose, or SAD, portion of the Phase 1 clinical trial was to evaluate the safety and pharmacokinetics, or PK, of the oral dosage form of torezolid phosphate in single doses between 200 and 1200 mg in healthy volunteers. Torezolid phosphate was well tolerated in single doses up to the maximum 1200 mg tested. The results of the PK analysis showed a linear relationship between serum concentrations and dose and that all doses supported once daily administration of torezolid phosphate.

The objective of the multiple ascending dose, or MAD, portion of the clinical trial was to compare the safety, tolerability and PK of torezolid and linezolid administered for 21 consecutive days in healthy volunteers. Torezolid phosphate was dosed at 200, 300 and 400 mg. Linezolid was dosed at its labeled dosage of 600 mg twice a day. All three doses of torezolid phosphate, up to the maximum of the 400 mg dose tested, were generally well-tolerated. Importantly, in the MAD portion of the Phase 1 clinical trial we found that torezolid phosphate, unlike linezolid, does not accumulate in the blood with consecutive daily dosing. In addition, torezolid exhibited low patient-to-patient variability in the concentration of torezolid in blood. In contrast, linezolid exhibited a greater degree of patient-to-patient variability in drug exposure, with higher drug exposure correlating with evidence of myelosuppression, the major toxicity associated with linezolid. These findings are consistent with the previously documented PK variability of linezolid and subsequent association with changes of the blood parameters that would indicate the onset of myelosuppression in individuals with higher exposure.

The results of both the SAD and MAD portions of our Phase 1 clinical trial demonstrate that torezolid phosphate may have a safety, tolerability and PK advantage over linezolid. In addition, all three dose levels of torezolid phosphate resulted in sufficient drug concentrations in the blood and tissues to support once daily dosing. This was consistent with the blood half-life of the 200 mg dose of torezolid, which was approximately 11 hours.

Our Phase 2 Clinical Trial of the Oral Dosage Form of Torezolid Phosphate

This multicenter, randomized, double-blind, noncomparative Phase 2 clinical trial evaluated the clinical and microbiological response, safety and PK of torezolid phosphate in 188 adult patients diagnosed with severe cSSSI at eight sites in the United States.

We used strict inclusion criteria to ensure that only patients with severe cSSSI were enrolled in our Phase 2 clinical trial. These criteria included the presence of a major abscess, surgical or post-traumatic wounds or deep cellulitis, and one systemic sign of infection unless the lesion was greater than or equal to five centimeters in diameter.

Patients were randomized to receive torezolid phosphate at 200, 300 or 400 mg once daily for up to five to seven days. The primary endpoint of this clinical trial was the clinical cure rate in the clinically evaluable, or CE, data set, which comprised patients that received the full course of treatment and fulfilled key inclusion/exclusion criteria, and the intent to treat, or ITT, data set, which comprised all patients who took at least one dose of torezolid phosphate. Key secondary endpoints were the clinical cure rate in the microbiologically evaluable, or ME, data set, the clinical relapse rates in the CE data set and the microbiological response rates in the ME data set. ME patients were those CE patients from which a positive bacterial culture was obtained at baseline. Safety was analyzed in the ITT population.

 

77


Table of Contents

The clinical cure rates for the CE, ME and ITT groups were consistently high across all dose groups, with the cure rate at 200 mg similar to the cure rates at the 300 mg and 400 mg doses. The following table shows group cure rates by dose.

LOGO

* “n” means the number of patients

The severity of infection did not affect the clinical cure rate whether measured by type of syndrome, presence of systemic sign of infection or diameter of lesion. The following table shows the breakdown of clinical cure rate by clinical syndrome, systemic sign of infection and lesion size.

 

LOGO

Collectively, these data indicate that torezolid phosphate is active against severe forms of cSSSI infection.

 

78


Table of Contents

In the ME data set, clinical cure rates for patients with MRSA or methicillin-susceptible Staphylococcus aureus, or MSSA, were also consistently high, as shown below. The following table shows the specific percentages of clinical cure and failure rates by dose group.

LOGO

We also measured the diameter of infected lesions and the patients’ body temperature on the day of initial dosing, which we refer to as baseline, and subsequently at 24, 48, 96 and 144 hours after baseline. At 24 hours after baseline and thereafter, the mean and median measurements of lesion diameter in the patients randomized to receive torezolid phosphate decreased, and of the 19 patients that had fever at or within 24 hours prior to baseline, none had fever at 24 hours after baseline. In addition, within 48 hours from baseline, 91%, 89% and 89% of the patients randomized to receive 200, 300 and 400 mg doses of torezolid phosphate, respectively, and 90% of all patients randomized to receive torezolid phosphate, showed cessation of lesion spread as compared to baseline. None of the patients in our Phase 2 clinical trial experienced a clinical relapse.

To determine the potency of torezolid against MRSA relative to linezolid, we evaluated the in vitro MIC90 of both torezolid and linezolid when tested against bacterial strains isolated from patients. The MIC90 of torezolid against MRSA isolates from our Phase 2 clinical trial patients was 0.25 micrograms per milliliter. The MIC90 of linezolid against these same isolates was 2 micrograms per milliliter. These results support an eight times greater potency of torezolid over linezolid.

Overall, the oral dosage form of torezolid phosphate appeared to be safe and well-tolerated at all doses evaluated in our Phase 2 clinical trial. Approximately 97% of the drug related AEs were rated “mild to moderate” and no patients discontinued the clinical trial due to an AE. The most common AEs included nausea, diarrhea, vomiting and headache. There was no clear dose dependency in the incidence of these AEs. The one serious AE reported by a clinical investigator as possibly drug related was a patient that was hospitalized for cholecystitis two days after receiving a seven day course of treatment with torezolid phosphate. After a cholcystectomy revealed gall stones, the clinical investigator concluded that the serious AE was not related to torezolid phosphate. Median platelet and red blood cell counts remained relatively stable and within the normal range during treatment. There were also no significant alterations in measurements of cardiovascular, renal or hepatic safety laboratory values.

Our Planned Phase 3 Clinical Trial for Torezolid Phosphate

We plan to advance torezolid phosphate into Phase 3 clinical trials for the treatment of ABSSSI. Based on guidance we have received to date from the FDA, we plan to conduct two Phase 3 clinical trials to evaluate the 200 mg dose of torezolid phosphate for the treatment of ABSSSI. The first Phase 3 clinical trial will evaluate the efficacy, safety and tolerability of the oral dosage form of torezolid phosphate in adolescent and adult patients in comparison to linezolid. We expect to commence this Phase 3 clinical trial during the second half of 2010. We intend to commence a second Phase 3 clinical trial during the first half of 2011 in which patients will be initiated with IV therapy and subsequently transitioned to oral therapy.

 

79


Table of Contents

Each Phase 3 clinical trial will be a randomized, double-blind, multicenter clinical trial that will test a 200 mg dose of torezolid phosphate administered once daily for six days versus a 600 mg dose of linezolid twice daily for 10 days. The six days of treatment is approximately the average number of days of treatment with torezolid phosphate in our Phase 2 clinical trial. In each clinical trial, we plan to enroll approximately 660 patients across approximately 75 to 100 sites in North America, Latin America, Europe and other territories. The first clinical trial will largely be conducted in out-patient clinical settings and therefore will likely enroll patients with demographics which are generally similar to those of patients enrolled in our Phase 2 clinical trial. The second Phase 3 clinical trial will enroll largely hospitalized patients.

We have reached agreement with the FDA on an SPA for our Phase 3 clinical trial of the oral dosage form of torezolid phosphate. The SPA process creates a written agreement between the FDA and a sponsor concerning the clinical trial design, clinical endpoints and other clinical trial issues that can be used to support regulatory approval of a drug candidate. The process is intended to provide assurance that if the agreed upon clinical trial protocols are followed, the clinical trial endpoints are achieved and there is a favorable risk-benefit profile, the data may serve as the primary basis of an efficacy claim in support of an NDA. We plan to apply the endpoints agreed upon with the FDA for our first Phase 3 clinical trial to the design of our second Phase 3 clinical trial and therefore do not plan to pursue an SPA with respect to our second Phase 3 clinical trial.

Based on our SPA with the FDA, the primary endpoint in each of our Phase 3 clinical trials will be the cessation of spread of the primary ABSSSI lesion from baseline and the absence of fever at 48 to 72 hours from baseline.

Our Phase 3 clinical trials are being designed as non-inferiority trials, which means that the primary objective will be to determine whether the 200 mg dose of torezolid phosphate dosed once daily for six days is not inferior to the 600 mg dose of linezolid dosed once daily for 10 days within a 10% non-inferiority margin.

Secondary endpoints of our Phase 3 clinical trials will include:

 

   

Sustained clinical response at the end of therapy visit;

 

   

Investigator’s assessment of clinical success at the post treatment evaluation visit;

 

   

Investigator’s assessment of clinical response at all visits;

 

   

Change from baseline in the pain score; and

 

   

Change from baseline in ABSSSI lesion size and assessment of local signs and symptoms.

In the event non-inferiority is met, an assessment of superiority of torezolid phosphate to linezolid with respect to the primary endpoint will also be made.

 

80


Table of Contents

The following figure provides an overview of the design of our Phase 3 clinical trial of the oral dosage form of torezolid phosphate.

LOGO

In parallel with our Phase 3 clinical trials, we plan to conduct a number of clinical safety and special population clinical trials which the FDA has indicated will be necessary for registration. Planned clinical pharmacology studies include the following Phase 1 studies: absorption, distribution, metabolism and excretion, or ADME; PK in pediatric and elderly patients; hepatic impairment; renal impairment; cardiovascular (TQTc); and vasoconstrictors and SSRI drug interaction and tyramine pressor studies.

Our Nonclinical Studies of Torezolid Phosphate

Both torezolid phosphate and torezolid have been tested extensively in vitro and in vivo in nonclinical primary and safety pharmacology, toxicology and efficacy studies.

 

81


Table of Contents

In vitro and in vivo studies demonstrated that the prodrug, torezolid phosphate, rapidly converts to torezolid in blood and serum. Torezolid inhibits protein synthesis in bacteria and is active against all clinically relevant gram-positive bacteria. Overall results from multiple susceptibility testing studies against a variety of gram-positive aerobic and anaerobic bacteria demonstrate that torezolid is four to eight times more potent than linezolid against linezolid-susceptible strains and up to 16 times more potent against linezolid-resistant strains. The following table shows the in vitro activity of torezolid, linezolid and vancomycin against clinically relevant gram-positive bacteria.

 

Strains (Number of strains utilized for torezolid, linezolid and vancomycin, respectively)

   MIC90 Values  (µg/mL)
   Torezolid    Linezolid    Vancomycin

Staphylococcus aureus

        

MRSA (381,381,252)

   0.5    4    1

MSSA (275,275,170)

   0.5    4    1

CA-MRSA (100,100,100)

   0.5    4    4

Staphylococcus epidermidis

        

MSSE (48,48,48)

   0.5    2    2

MRSE (72,72,72)

   0.5    2    2

Enterococcus faecalis

        

VSE (172,172,118)

   1    2    2

VRE (106,106,61)

   0.5    2    >32

Enterococcus faecium

        

VSE (135,135,83)

   1    2    1

VRE (132,132,80)

   0.5    2    >32

Streptococcus pneumoniae

        

PenS, I, R(273,273,108)

   0.25    2    0.5

Streptococcus pyogenes

        

(218,218,102)

   0.5    2    0.5

Streptococcus agalactiae

        

(168,168,52)

   0.5    2    1

 

Abbreviations: MRSE = methicillin-resistant S. epidermidis; MS = methicillin-susceptible; MSSA = methicillin-susceptible S. aureus; MSSE = methicillin-susceptible S. epidermidis; PenI = penicillin-intermediate; PenR = penicillin-resistant; PenS = penicillin-susceptible; VSE = vancomycin-susceptible Enterococcus.

In nonclinical studies, torezolid phosphate has demonstrated efficacy in multiple animal models and was consistently more potent than linezolid, whether dosed by the oral or IV form. Typically, these studies also evaluate the effect of the body on the drug, including the absorption, distribution, metabolism and excretion of the drug by the body, as reflected by measuring drug concentration over time, referred to as pharmacokinetics, and the physiological effects that the drug has on the body and the duration of those effects, referred to as pharmacodynamics. In a rigorous pharmacokinetic/pharmacodynamic, or PK/PD, mouse thigh infection model, torezolid phosphate demonstrated in vivo bactericidal activity similar to that of daptomycin, while linezolid showed bacteriostatic activity. In this model, the in vivo decrease in numbers of viable bacteria of S. aureus in mice dosed with torezolid phosphate was five log10 while the number of viable bacteria in mice dosed with linezolid dropped less than three log10. In general, greater than three log10 decrease in viable bacteria in such experiments is correlated with bactericidal activity. Moreover, unlike linezolid, torezolid was bactericidal in vivo against both MSSA and CA-MRSA.

 

82


Table of Contents

The following table further demonstrates the greater in vivo potency of torezolid phosphate, as compared to linezolid, against clinically important gram-positive infections in systemic models of infection in mice.

 

Strains (Number of separate experiments performed)

   Dosage
Form
   ED50 Ranges (mg/kg)
      Torezolid
Phosphate
   Linezolid

S. aureus including MRSA(5)

   IV    1.5 - 4.3    7.7 - 29.1
   Oral    3.2 - 7.6    9.6 - 21.4

Enterococcus strains including VRE(5)

   IV    2.2 - 9.1    11.1 - >40
   Oral    4.3 - 11.3    17.6 - 25.9

Methicillin-resistant coagulase-negative Staphylococcus spp.(3)

   IV    0.46 - 1.29    1.80 - 6.56
   Oral    2.01 - 3.25    2.41 - 7.48

Penicillin-resistant Streptococcus pneumoniae(4)

   IV    3.52 - 10.01    17.62 - 39.53
   Oral    3.19 - 11.53    6.38 - 14.85

 

Abbreviations: ED50 = the dose at which 50% of the population exposed to the drug is cured; mg/kg = milligrams of active pharmaceutical ingredient per kilogram of body weight.

The following table demonstrates the in vivo potency of oral torezolid phosphate compared to linezolid in mouse pneumonia models of infection.

 

     ED50 (mg/kg)

Strain (Number of strains utilized for each of torezolid phosphate and linezolid)

   Torezolid
Phosphate
   Linezolid

S. pneumoniae(1)

   2.8    8.1
     ED90 (mg/kg)
     Torezolid
Phosphate
   Linezolid

S. aureus(11)a

   10.3    63.4

 

Abbreviations: ED50 = the dose at which 50% of the population exposed to the drug is cured; ED90 = the dose at which 90% of the population exposed to the drug is cured; mg/kg = milligrams of active pharmaceutical ingredient per kilogram of body weight.

a  

S. aureus isolates were comprised of 3 MSSA, 2 HA-MRSA, 3 CA-MRSA-USA 300, 3, CA-MRSA-USA 400

The data show that the in vitro potency advantage of torezolid over linezolid against lung pathogens S. pneumoniae and S. aureus is also manifested in vivo. Mouse pneumonia models of infection are generally predictive of efficacy in humans.

Planned Nonclinical Studies

In parallel with our Phase 3 clinical development of torezolid phosphate for the treatment of ABSSSI, we will continue to conduct nonclinical studies to further support the development of torezolid phosphate for the treatment of additional clinical indications. These studies will include efficacy, safety and PK studies in support of indications requiring long-term dosing, such as osteomyelitis and bacteremia.

Our Research Platform

We have developed a proprietary platform called FAST which uses antisense technology to identify suitable bacterial drug targets and have built state-of-the-art capabilities in SBDD. We use these technologies to discover and develop novel antibacterial agents that act on targets essential for bacterial growth.

 

83


Table of Contents

The FAST platform consists of a set of engineered bacterial strains containing antisense DNA fragments whose synthesis can be regulated to inhibit the production of a targeted protein. We have demonstrated that compounds that act on the protein, the production of which is inhibited in the FAST antisense strain, require a significantly lower concentration of the test compound to inhibit bacterial growth. We have developed FAST strains for a set of over 20 essential bacterial specific targets selected for the likelihood of discovering broad spectrum antibacterial agents. We have filed patent applications to protect our FAST technology, including the compounds that act on the targets we have identified.

Using SBDD, we obtain the structural information for the target enzymes of multiple bacterial pathogens to design compounds that bind specifically to the intended bacterial target. We also use this information to design important PK properties such as solubility and serum binding.

GyrB/ParE Dual Target Preclinical Program

Our GyrB/ParE preclinical program is fully funded through Phase 1 clinical trials, subject to the achievement of program milestones, by our NIAID contract. The bacterial enzymes DNA gyrase, consisting of GyrA and GyrB, and Topoisomerase IV, consisting of ParC and ParE, are required for the replication of bacterial cells. GyrA and ParC are the targets of the fluoroquinolone class of antibacterial agents, such as ciprofloxacin. GyrB is the target of the natural product novobiocin. However, there are no antibacterial agents in clinical use that inhibit both GyrB and ParE.

Because our lead compounds inhibit both GyrB and ParE, we expect that they will be active against fluoroquinolone-resistant strains of bacteria. We believe that the key advantages of inhibiting both targets include an expected low rate of emergence of bacterial resistance and increased potency. The compounds that we have identified in our GyrB/ParE program have broad antibacterial spectrum.

In our research funded by NIAID, we are focusing on developing agents with gram-negative spectrum that include those important for biodefense. Antibiotics active against these biodefense organisms are often also active against clinically important gram-negative bacteria, such as Pseudomonas aeruginosa, Acinetobacter baumannii, Klebsiella pneumoniae and Escherichia coli. Consequently, compounds developed under our NIAID contract should also have significant utility in treating infections caused by these clinically important bacteria, such as respiratory tract, urinary tract and intra-abdominal infections. Because resistance to current drug classes (including carbapenems and fluoroquinolones) is growing rapidly among gram-negative bacteria, we believe treatment for these infections is a significant unmet medical need.

Marine Natural Products Preclinical Program

Our marine natural products preclinical program is fully funded by our DTRA contract through the research and preclinical development stages, subject to the achievement of certain milestones under our DTRA contract. Under this program, we intend to apply our proprietary FAST and SBDD technologies to screen chemical libraries created from marine micro-organisms collected by the Scripps Institution of Oceanography, a part of the Regents of the University of California, or UCSD. We are employing a panel of FAST assays which are selectively sensitized to inhibitors of unique bacterial targets. As a result, we believe the FAST approach will identify novel compounds active against resistant organisms and broad spectrum antibacterial agents. In addition, we believe this program has the potential to provide compounds with strong potency and in vivo efficacy.

The goal of the program is to produce an IND candidate and complete all of the studies required to file an IND with the FDA. A suitable candidate will have a broad spectrum of activity against both gram-negative and gram-positive bacterial pathogens, including multiple biodefense pathogens. We believe that any such candidate is likely to have broad commercial interest.

 

84


Table of Contents

Commercial Agreements

Dong-A Pharmaceutical Co., Ltd. License Agreement

In January 2007, we entered into a license agreement with Dong-A Pharmaceutical Co., Ltd., or Dong-A, pursuant to which we acquired an exclusive license to certain patent applications and other intellectual property related to the oral and injectable forms of torezolid phosphate, to develop and commercialize licensed products, including torezolid phosphate, outside of Korea. To our knowledge, Dong-A has not conducted any development or commercialization activities with respect to torezolid phosphate since January 2007. We have the right to grant sublicenses to third parties through multiple tiers of sublicense.

Upon entering into the license agreement, we paid a $500,000 upfront-fee and made subsequent milestone payments of $3.7 million through March 31, 2010. In addition, we may be required to make up to an aggregate of $13.0 million of additional payments upon the achievement of specified development and regulatory approval milestones.

In addition, we are obligated to pay Dong-A mid-single digit tiered royalties on net sales of torezolid phosphate. The license agreement will remain in effect until the later of 12 years after the date of the first commercial sale of torezolid phosphate or the expiration of the last to expire of the licensed patents on a product-by-product and country-by-country basis, unless terminated earlier at our election or for material breach by either party. Dong-A has the right to terminate the license agreement on 90 days’ written notice if we fail to make a payment when due or fail to use commercially reasonable efforts to develop and commercialize torezolid phosphate. Upon expiration of the license agreement, our license will remain in effect and convert to a royalty-free, irrevocable and perpetual license. If we elect to terminate the license agreement due to Dong-A’s material breach of the license agreement, our license will remain in effect subject to our compliance with certain provisions of the license agreement, including payment obligations.

NIAID Contract

In September 2008, we entered into a five-year contract with NIAID to provide services to NIAID relating to the development of a dual-target antibacterial agent as a therapeutic for the treatment of gram-negative biodefense pathogens. Under our NIAID contract, we may receive up to $27.7 million in support of our GyrB/ParE preclinical program. The scope of the services under the contract includes preclinical, nonclinical and clinical Investigational New Drug application, or IND,- and NDA-enabling development activities. Pursuant to our NIAID contract, we retain a worldwide nonexclusive royalty-free license in each invention to which NIAID obtains title, and the United States government retains certain march-in rights with respect to inventions developed by us under our NIAID contract. March-in rights allow the United States government to grant licenses to such inventions to others if: (1) we do not “achieve practical application” of a subject invention (i.e. commercialize the technology); (2) such action is necessary to alleviate health or safety needs that are not reasonably satisfied by us; (3) such action is necessary to meet requirements for public use specified by federal regulations and such requirements are not reasonably satisfied by us; or (4) such action is necessary because we and/or our sublicensees are manufacturing patented products outside of the United States. If the United States government exercised its march-in rights, we could be obligated to license intellectual property developed by us on terms unfavorable to us, and there can be no assurance that we would receive compensation from the United States government for the exercise of such rights. In addition, the contract may be terminated by NIAID 10 days after giving notice of a material default which remains uncured 10 days after written notice. NIAID may also terminate the contract if it is in the United States government’s best interest.

Lawrence Livermore Cooperative Research and Development Agreement

In November 2008, we entered into a five-year cooperative research and development agreement, or CRADA, with Lawrence Livermore National Security LLC, or Lawrence Livermore. Under the CRADA, we are

 

85


Table of Contents

jointly researching and developing gram-negative biodefense pathogens with Lawrence Livermore. We plan to fund the cost of the research and development with Lawrence Livermore with the funds we receive under our NIAID contract. The total cost of the project to us under the CRADA is approximately $5.6 million (excluding in-kind distributions). Pursuant to the CRADA, we have the right to obtain an exclusive license to any invention developed by Lawrence Livermore under the CRADA if we agree to pay Lawrence Livermore reasonable compensation for such license. In addition, the United States government has a worldwide nonexclusive license and retains certain march-in rights with respect to all inventions developed by us under the CRADA. If the United States government exercised its march-in rights, we could be forced to license or sublicense intellectual property developed by us or that we license from Lawrence Livermore on terms unfavorable to us, and there can be no assurance that we would receive compensation from the United States government for the exercise of such rights. Either party may terminate the CRADA after giving 30 days’ written notice to the other party. Lawrence Livermore may also terminate the CRADA if we fail to provide necessary funding.

DTRA

In April 2010, we entered into a four and one-half year contract with DTRA under which we may receive up to $29.5 million to support a preclinical program for the development of novel antibiotics directed against gram-negative and gram-positive bacterial pathogens in collaboration with UCSD. Pursuant to our DTRA contract, we retain a worldwide nonexclusive royalty-free license for each invention to which DTRA obtains title, and the United States government retains certain march-in rights with respect to our inventions developed by us under our DTRA contract. If the United States government exercised its march-in rights, we could be obligated to license intellectual property developed by us on terms unfavorable to us, and there can be no assurance that we would receive compensation from the United States government for the exercise of such rights. In addition, the contract may be terminated by DTRA 10 days after giving notice of a material default which remains uncured 10 days after written notice. DTRA may also terminate the contract if it is in the United States government’s best interest.

UCSD Research Agreement

In May 2010, we entered into a four and one-half year research agreement with UCSD. Under the agreement, we are jointly researching antibacterial agents for combating gram-negative and gram-positive biodefense pathogens. We plan to fund the cost of the research with UCSD with the funds we receive under our DTRA contract. The estimated total cost of UCSD’s efforts under the project is up to approximately $4.3 million. Pursuant to the agreement, we have the right to negotiate an exclusive license to any invention developed by UCSD. In addition, the United States government has a worldwide nonexclusive license and retains certain march-in rights with respect to all inventions developed under the agreement. If the United States government exercised its march-in rights, we could be forced to license or sublicense intellectual property developed by us or that we license from UCSD on terms unfavorable to us, and there can be no assurance that we would receive compensation from the United States government for the exercise of such rights. We may terminate the research agreement after giving 30 days’ written notice to UCSD and UCSD may terminate the research agreement after giving 90 days written notice to us. We may also terminate the agreement immediately upon written notice to UCSD if our DTRA contract is terminated.

 

86


Table of Contents

Commercialization—Marketing and Sales

Our overall goal is to establish torezolid phosphate as a leading therapy for the treatment of serious gram-positive infections. Our initial focus is to develop torezolid phosphate for the treatment of ABSSSI. Over time, through clinical trials, regulatory filings and publications, we plan to expand the data establishing the utility of torezolid phosphate for the treatment of a wide variety of serious gram-positive infections including CABP and HAP/VAP, bacteremia and osteomyelitis. This comprehensive strategy is intended to support product differentiation from both current and anticipated competitors and also to enable us to fully support broad and appropriate usage of torezolid phosphate.

We currently intend to focus our initial commercial efforts on the United States market, which we believe represents the largest market opportunity for torezolid phosphate. We currently have no marketing, sales or distribution capabilities. Pending NDA approval, we plan to build a United States commercial organization focused on the promotion of torezolid phosphate to healthcare professionals and payors, primarily in hospital and other institutional settings. We also plan to evaluate potential partnerships to support our commercialization objectives.

In addition to the significant opportunity in the United States, we believe that Latin America, Europe and Asia represent opportunities for torezolid phosphate. We are currently evaluating our commercialization strategy outside the United States but expect to outlicense rights to or collaborate with third parties for commercialization of torezolid phosphate outside the United States.

Intellectual Property

The proprietary nature of, and protection for, torezolid phosphate and our preclinical programs, processes and know-how are important to our business. We seek patent protection in the United States and internationally for torezolid phosphate, our preclinical programs and any other technology to which we have rights where available and when appropriate. Our policy is to pursue, maintain and defend patent rights, developed internally and licensed from third parties and to protect the technology, inventions and improvements that are commercially important to the development of our business. We also rely on trade secrets that may be important to the development of our business. We cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any of our existing patents or any patents that may be granted to us in the future will be commercially useful in protecting our technology. For this and more comprehensive risks related to our intellectual property, please see “Risk Factors—Risks Related to Our Intellectual Property.”

Our success will depend significantly on our ability to:

 

   

Obtain and maintain patent and other proprietary protection for the technology, inventions and improvements we consider important to our business;

 

   

Defend our patents;

 

   

Preserve the confidentiality of our trade secrets; and

 

   

Operate our business without infringing the patents and proprietary rights of third parties.

We have established and continue to build proprietary positions for torezolid phosphate and our pipeline product candidates and technology in the United States and abroad. As of March 31, 2010, our patent portfolio included four families of patent applications related to torezolid phosphate and two families of patent applications related to our FAST research platform.

 

87


Table of Contents

For torezolid phosphate, the first family of patent applications is exclusively licensed (except in South and North Korea) from Dong-A. This family is expected to provide basic composition of matter coverage and includes two pending United States utility patent applications, three issued foreign national counterpart patents and 10 foreign national or regional counterpart patent applications in Australia, Brazil, Canada, China, Europe, India, Japan, Mexico, New Zealand and Russia. The United States Patent and Trademark Office issued a Notice of Allowance on December 24, 2009 for one of the aforementioned pending United States utility patent applications. We own the remaining three families of applications related to aspects of torezolid phosphate. The second family of applications, directed to a method of synthesis and related compositions of matter, includes one pending United States utility patent application and one Patent Cooperation Treaty application. The third family of applications, directed to aspects of crystalline forms of torezolid phosphate and associated methods, includes one pending United States utility patent application and one Patent Cooperation Treaty application. In addition, we have filed one United States provisional patent application directed to aspects of torezolid phosphate dimers and associated methods, accounting for the remaining fourth family of patent applications. We expect to file a non-provisional patent application for the fourth family in 2010 that corresponds to the United States provisional patent application. If issued, and if the appropriate maintenance, renewal, annuity or other governmental fees are paid, we expect that these four families of patent applications would expire between 2024 and 2030, excluding any additional term for patent term adjustments or patent term extensions.

For our FAST research platform, we have two pending United States patent applications. If issued, these patent applications would both expire in 2026, excluding any additional term for patent term adjustments or patent term extensions.

Further, we seek trademark protection in the United States and internationally where available and when appropriate. We have filed for trademark protection in many countries for the Trius Therapeutics mark, which we use in connection with our pharmaceutical research and development services as well as products. We currently have registered trademarks for Trius Therapeutics in Australia, China, the European Union, Japan, New Zealand, Singapore, and pending trademark applications for Trius Therapeutics in the United States, Canada, and India.

Competition

Our industry is highly competitive and subject to rapid and significant technological change. Our potential competitors include large pharmaceutical and biotechnology companies, specialty pharmaceutical and generic drug companies, academic institutions, government agencies and research institutions. We believe that the key competitive factors that will affect the development and commercial success of torezolid phosphate and the product candidates that we develop are efficacy, safety and tolerability profile, convenience in dosing, price and reimbursement.

We expect that, if approved, torezolid phosphate would compete with a number of drugs that target serious gram-positive infections. Many of our potential competitors, including many of the organizations named below, have substantially greater financial, technical and human resources than we do and significantly more experience in the discovery, development and regulatory approvals of products, and the commercialization of those products. Accordingly, our competitors may be more successful than we may be in obtaining FDA approval for drugs and achieving widespread market acceptance. Our competitors’ drugs may be more effective, or more effectively marketed and sold, than any drug we may commercialize and may render torezolid phosphate or any other product candidates that we develop obsolete or non-competitive before we can recover the expenses of developing and commercializing any product candidates. We anticipate that we will face intense and increasing competition as new drugs enter the market, as advanced technologies become available and as generic forms of currently branded drugs become available. Finally, the development of new treatment methods for the diseases we are targeting could render our drugs non-competitive or obsolete.

We anticipate that, if approved, torezolid phosphate will compete with other antibiotics that demonstrate MRSA activity. These include vancomycin, a generic drug that is manufactured by a variety of companies,

 

88


Table of Contents

linezolid (marketed by Pfizer Inc. as Zyvox), daptomycin (marketed by Cubist Pharmaceuticals, Inc. as Cubicin), quinupristin / dalfopristin (marketed by sanofi-aventis and Monarch Pharmaceuticals Inc. as Synercid), tigecycline (marketed by Wyeth as Tygacil), ceftobiprole (under development by Basilea Pharmaceutica AG and approved in Canada and Switzerland) and ceftaroline (under development by Forest Laboratories and AstraZeneca PLC). In addition, an NDA has recently been approved for telavancin (marketed as Vibativ by Theravance, Inc. and Astellas Pharma, Inc.). Further, we expect that product candidates currently in Phase 3 development, or that could enter Phase 3 development in the near future, may represent significant competition if approved. These include PTK 0796 (under development by Paratek Pharmaceuticals, Inc. and Novartis AG), NXL-103 (under development by AstraZeneca PLC), radezolid (under development by Rib-X Pharmaceuticals, Inc.), delafloxacin (under development by Rib-X Pharmaceuticals, Inc.) and CEM-102 (under development by Cempra Pharmaceuticals, Inc.), oritavancin (under development by The Medicines Company) and dalbavancin (under development by Durata Therapeutics, Inc.) Many of these companies may have significantly greater resources than we have. We believe that the key potential advantages of torezolid phosphate over these competitive products, including activity against linezolid-resistant MRSA, should enable torezolid phosphate to capture market share from these competitive products and, over time, garner a meaningful share of both the in- patient and out-patient MRSA market. Even with these advantages, we may not be able to make promotional claims that torezolid phosphate is superior to these competing products.

Third-Party Reimbursement and Pricing

In the United States and elsewhere, sales of pharmaceutical products depend in significant part on product availability (formulary access) and reimbursement from payors, such as government and private insurance plans. To allow access to torezolid phosphate, we will work with payors to demonstrate the value of torezolid phosphate in improved, cost-effective patient care. We believe that the improved features and potential benefits of torezolid phosphate will differentiate torezolid phosphate from other competitive therapies and ultimately will lead to its widespread adoption by hospital formularies and reimbursement. We intend to price torezolid phosphate in the United States on a course of therapy basis consistent with other branded gram-positive antibiotics.

In markets outside the United States, including the countries in the EU, pricing of pharmaceutical products is subject to governmental control. Evaluation criteria used by many EU government agencies for the purposes of pricing and reimbursement typically focus on a product’s degree of innovation and its ability to meet a clinical need unfulfilled by currently available therapies. We believe that the clinical profile and patient friendly dosing of torezolid phosphate will enable us to negotiate a competitive price for torezolid phosphate in countries where pricing is set by a government agency, and to obtain reimbursement for torezolid phosphate from the responsible agencies in each market. As in the United States, we intend to price torezolid phosphate in the EU on a course of therapy basis consistent with other branded gram-positive antibiotics.

Manufacturing

We do not own or operate manufacturing facilities for the production of torezolid phosphate or other product candidates that we develop, nor do we have plans to develop our own manufacturing operations in the foreseeable future. We currently depend on third-party contract manufacturers for all of our required raw materials, API and finished products for our preclinical research and clinical trials. We employ the services of Albany Molecular Research Incorporated, or AMRI, to produce torezolid phosphate API and AAI Pharma to produce the solid oral and sterile IV torezolid phosphate finished products. We do not have any current contractual arrangements for the manufacture of commercial supplies of torezolid phosphate or any other product candidates that we develop. If torezolid phosphate is approved for treatment of ABSSSI by the FDA, we intend to enter into agreements with third-party contract manufacturers for the commercial production of torezolid phosphate. We currently employ internal resources and third-party consultants to manage our manufacturing contractors.

 

89


Table of Contents

Government Regulation and Product Approval

Government authorities in the United States, at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and import of products such as those we are developing. Torezolid phosphate and any other antibiotic product candidate that we develop must be approved by the FDA through the NDA process before they may be legally marketed in the United States.

United States Drug Development Process

In the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act, or FDCA, and implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable United States requirements at any time during the product development process, approval process or after approval, may subject an applicant to administrative or judicial sanctions. FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect on us. The process required by the FDA before a drug may be marketed in the United States generally involves the following:

 

   

Completion of preclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices or other applicable regulations;

 

   

Submission to the FDA of an IND, which must become effective before human clinical trials may begin;

 

   

Performance of adequate and well-controlled human clinical trials according to the FDA’s current good clinical practices, or cGCP, to establish the safety and efficacy of the proposed drug for its intended use;

 

   

Submission to the FDA of an NDA for a new drug;

 

   

Satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the drug is produced to assess compliance with the FDA’s current good manufacturing practice, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and

 

   

FDA review and approval of the NDA.

The lengthy process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations require the expenditure of substantial resources and approvals are inherently uncertain.

Before testing any compounds with potential therapeutic value in humans, the drug candidate enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. The sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical data and any available clinical data or literature, to the FDA as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first phase of the clinical trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the first phase lends itself to an efficacy evaluation. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA places the clinical trial on a clinical hold within that 30-day time period. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. The FDA may also impose clinical holds on a drug candidate at any time before or during clinical trials due to safety concerns or non-compliance.

 

90


Table of Contents

Each new clinical protocol must be submitted to the IND for FDA review, and to an Institutional Review Board, or IRB, for approval. Protocols detail, among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety. An IRB is charged with protecting the welfare and rights of study participants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed.

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

 

   

Phase 1. The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.

 

   

Phase 2. The drug is evaluated in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance, optimal dosage and dosing schedule.

 

   

Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling.

Post-approval studies, or Phase 4 clinical trials, may be conducted after initial marketing approval. These studies are used to gain additional experience from the treatment of patients in the intended therapeutic indication.

Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and written IND safety reports must be submitted to the FDA and the investigators for serious and unexpected AEs or any finding from tests in laboratory animals that suggests a significant risk for human subjects. Phase 1, Phase 2 and Phase 3 testing may not be completed successfully within any specified period, if at all. The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients. Some studies also include a data safety monitoring board, which receives special access to unblinded data during the clinical trial and may halt the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds such as no demonstration of efficacy.

Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, must develop methods for testing the identity, strength, quality and purity of the final drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

United States Review and Approval Processes

The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the chemistry of the drug, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of substantial user fees; a waiver of such fees may be obtained under certain limited circumstances.

 

91


Table of Contents

In addition, under the Pediatric Research Equity Act of 2003, or PREA, which was reauthorized under the Food and Drug Administration Amendments Act of 2007, or FDAAA, an NDA or supplement to an NDA must contain data to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Unless otherwise required by regulation, PREA does not apply to any drug for an indication for which orphan designation has been granted.

The FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. The FDA may request additional information rather than accept an NDA for filing. In this event, the NDA must be re-submitted with the additional information. The re-submitted application also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depth substantive review. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether the manufacturing controls are adequate to assure and preserve the product’s identity, strength, quality and purity. Before approving an NDA, the FDA will inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. During the drug approval process, the FDA also will determine whether a risk evaluation and mitigation strategy, or REMS, is necessary to assure the safe use of the drug. If the FDA concludes an REMS is needed and notifies the drug sponsor of this decision, the sponsor of the application must submit a proposed REMS; the FDA will not approve a marketing application without an REMS, if required.

In addition, under the FDAAA, all drugs prior to approval are referred to an advisory committee for review, evaluation and recommendation as to whether the application should be approved and under what conditions, unless the Secretary of Health and Human Services provides in the action letter on the drug application a summary of the reasons why it was not referred. An advisory committee is a panel of experts who provide advice and recommendations when requested by the FDA on matters of importance that come before the agency. The FDA is not bound by the recommendation of an advisory committee but it generally follows such recommendations.

The approval process is lengthy and difficult and the FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical data or other data and information. Even if such data and information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently than we interpret the same data. The FDA will issue a complete response letter if the agency decides not to approve the NDA in its present form. The complete response letter usually describes all of the specific deficiencies in the NDA identified by the FDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiring additional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in a condition for approval. If a complete response letter is issued, the applicant may either resubmit the NDA, addressing all of the deficiencies identified in the letter, or withdraw the application.

If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be included in the product labeling. In addition, the FDA may require Phase 4 testing which involves clinical trials designed to further assess a drug safety and effectiveness after NDA approval and may require testing and surveillance programs to monitor the safety of approved products that have been commercialized.

 

92


Table of Contents

Patent Term Restoration and Marketing Exclusivity

Depending upon the timing, duration and specifics of FDA approval of the use of our product candidates, some of our United States patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date of an NDA plus the time between the submission date of an NDA and the approval of that application. Only one patent applicable to an approved drug is eligible for the extension and the application for the extension must be submitted prior to the expiration of the patent. The United States Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may intend to apply for restoration of patent term for one of our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA.

Market exclusivity provisions under the FDCA can also delay the submission or the approval of certain applications of other companies seeking to reference another company’s NDA. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug application, or ANDA, or a 505(b)(2) NDA submitted by another company for another version of such drug where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator NDA holder. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs for drugs containing the original active agent. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

Pediatric exclusivity is another type of exclusivity in the United States. Pediatric exclusivity, if granted, provides an additional six months to existing exclusivity periods and patent terms. This six-month exclusivity, which runs from the end of other exclusivity protection or patent term, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued “Written Request” for such a study. The current pediatric exclusivity provision was reauthorized in September 2007 as part of the FDAAA.

Expedited Development and Review Programs

The FDA has a fast track program that is intended to expedite or facilitate the process for reviewing new drugs and biological products that meet certain criteria. Specifically, new drugs and biological products are eligible for fast track designation if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition. Fast track designation applies to the combination of the product and the specific indication for which it is being studied. For a fast track product, the FDA may consider for review on a rolling basis sections of the NDA before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the NDA.

 

93


Table of Contents

A product may also be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. A product is eligible for priority review if it has the potential to provide safe and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment, diagnosis or prevention of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be eligible for accelerated approval. Drugs studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that they may be approved on the basis of adequate and well-controlled clinical trials establishing that the drug has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug or biological product receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. Fast track designation, priority review and accelerated approval do not change the standards for approval but may expedite the development or approval process.

Post-Approval Requirements

Any drug products for which we receive FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complying with certain electronic records and signature requirements and complying with FDA promotion and advertising requirements. The FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market. For example, drugs may be promoted only for the approved indications and in accordance with the provisions of the approved labeling, and information regarding effectiveness must be fairly balanced by safety information. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP and other laws. Future FDA and state inspections may identify compliance issues at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources to correct. In addition, changes to the manufacturing process generally require prior FDA approval before being implemented and other types of changes to the approved product, such as adding new indications and additional labeling claims, are also subject to further FDA review and approval.

The FDA may withdraw a product approval if compliance with regulatory standards is not maintained or if problems (quality or safety) occur after the product reaches the market. Later discovery of previously unknown quality, safety, other problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. Further, the failure to maintain compliance with regulatory requirements may result in administrative or judicial actions, such as fines, warning letters, holds on clinical trials, product recalls or seizures, product detention or refusal to permit the import or export of products, refusal to approve pending applications or supplements, restrictions on marketing or manufacturing, injunctions or civil or criminal penalties.

In addition, from time to time, legislation is drafted, introduced and passed in the United States Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. For example, in September 2007, the FDAAA was enacted, giving the FDA enhanced post-market authority, including the authority to require post-market studies and clinical trials, labeling changes based on new safety information and compliance with a risk evaluation and mitigation strategy. Failure to comply with any requirements under the new law may result in significant penalties. The law also authorized significant civil money penalties for the dissemination of false or misleading direct-to-consumer advertisements and allows the FDA to require companies to submit direct-to-consumer television drug advertisements for FDA

 

94


Table of Contents

review prior to public dissemination. Additionally, the law expanded the clinical trial registry so that sponsors of all clinical trials, except for Phase 1 clinical trials, are required to submit certain clinical trial information for inclusion in the clinical trial registry data bank. In addition to this legislation, the FDA regulations and policies are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is impossible to predict whether further legislative or FDA regulation or policy changes will be enacted or implemented and what the impact of such changes, if any, may be.

Additional Post-Approval Healthcare Compliance Laws

Our sales, promotion, medical education and other activities following product approval are subject to regulation by numerous regulatory and law enforcement authorities in the United States in addition to FDA, including potentially the Federal Trade Commission, the Department of Justice, CMS, other divisions of the Department of Health and Human Services, the Consumer Product Safety Commission and state and local governments. Our promotional and scientific/educational programs must comply with the anti-kickback provisions of the Social Security Act, the Foreign Corrupt Practices Act, the False Claims Act, the Veterans Health Care Act and similar state laws.

Our pricing and rebate programs must comply with pricing and reimbursement rules, including the Medicaid drug rebate requirements of the Omnibus Budget Reconciliation Act of 1990. Also, under the Veterans Health Care Act, we are required to offer certain drugs at a reduced price to a number of federal agencies including the Veterans Health Administration and the Department of Defense, the Public Health Service and certain private Public Health Service designated entities in order to participate in other federal funding programs including Medicare and Medicaid. In addition, recent legislative changes purport to require that discounted prices be offered for certain Department of Defense purchases for its TRICARE program via a rebate system. As with the Medicaid program described above, participation under the Veterans Health Administration requires submission of pricing data and calculation of discounts and rebates pursuant to complex statutory formulas, as well as the entry into government procurement contracts governed by the Federal Acquisition Regulations.

Depending on the circumstances, failure to meet these applicable regulatory requirements can result in criminal prosecution, fines or other penalties, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of pre-marketing product approvals, private “qui tam” actions brought by individual whistleblowers in the name of the government or refusal to allow us to enter into supply contracts, including government contracts.

Foreign Regulation

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products to the extent we choose to sell any products outside of the United States. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country and the time may be longer or shorter than that required to obtain FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

EU member states require both regulatory clearance by the national competent authority and a favorable ethics committee opinion prior to the commencement of a clinical trial. Under the EU regulatory systems, we may submit marketing authorization applications either under a centralized or decentralized procedure. The centralized procedure provides for the grant of a single marketing authorization that is valid for all EU member states. The centralized procedure is compulsory for medicines produced by certain biotechnological processes, products with a new active substance indicated for the treatment of certain diseases such as neurodegenerative disorder or diabetes and products designated as orphan medicinal products and optional for those products which are highly innovative or for which a centralized process is in the interest of patients. The decentralized procedure

 

95


Table of Contents

of approval provides for approval by one or more other, or concerned, member states of an assessment of an application performed by one member state, known as the reference member state. Under the decentralized approval procedure, an applicant submits an application, or dossier, and related materials (draft summary of product characteristics, draft labeling and package leaflet) to the reference member state and concerned member states. The reference member state prepares a draft assessment and drafts of the related materials within 120 days after receipt of a valid application. Within 90 days of receiving the reference member state’s assessment report, each concerned member state must decide whether to approve the assessment report and related materials. If a member state cannot approve the assessment report and related materials on the grounds of potential serious risk to public health, the disputed points may eventually be referred to the European Commission, whose decision is binding on all member states.

Reimbursement

Sales of pharmaceutical products depend significantly on the availability of third-party reimbursement. Third-party payors include government health administrative authorities, managed care providers, private health insurers and other organizations. We anticipate third-party payors will provide reimbursement for our products. However, these third-party payors are increasingly challenging the price and examining the cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of our products. The product candidates that we develop may not be considered cost-effective. It is time consuming and expensive for us to seek reimbursement from third-party payors. Reimbursement may not be available or sufficient to allow us to sell our products on a competitive and profitable basis.

The United States and some foreign jurisdictions, are considering or have enacted a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

In the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, also called the Medicare Modernization Act, or MMA, changed the way Medicare covers and pays for pharmaceutical products. The legislation established Medicare Part D, which expanded Medicare coverage for outpatient prescription drug purchases by the elderly but provided authority for limiting the number of drugs that will be covered in any therapeutic class. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee.

The MMA also introduced a new reimbursement methodology based on average sales prices for physician-administered drugs.

The American Recovery and Reinvestment Act of 2009, or ARRA, allocated funding for the accelerated development and dissemination of research assessing the comparative effectiveness of health care treatments and strategies to treat diseases, disorders and other health conditions. The objectives of this Comparative Effectiveness Research, or CER, are to provide essential information to clinicians and patients with which to decide on the best treatment and enable the nation to improve the health of communities and the performance of

 

96


Table of Contents

the health system. It is unclear at this time how the outcome of this research may influence legislative or regulatory proposals that could have a significant effect on our profitability. We cannot anticipate the impact on the use of our drugs by healthcare practitioners or their placement on healthcare formularies or insurance reimbursement programs.

In March 2010, the Patient Protection and Affordable Care Act, or PPACA, became law. PPACA substantially changes the way healthcare is financed by both governmental and private insurers and significantly affects the pharmaceutical industry. Among the provisions of PPACA of greatest importance to the pharmaceutical industry are the following:

 

   

An annual, nondeductible fee on the prescription drug and biologics industry, apportioned among manufacturers according to their market share in certain government health care programs;

 

   

An increase in the rebates a manufacturer must pay to state Medicaid programs on utilization of the manufacturer’s products;

 

   

A new program, funded primarily by manufacturers, to provide discounts on pharmacy prescription prices to Medicare Part D beneficiaries in the program’s coverage gap;

 

   

Expansion of the entities eligible for discounts under the Public Health Service pharmaceutical pricing program;

 

   

New requirements to report certain financial arrangements with physicians;

 

   

A licensure framework for follow-on biologic products; and

 

   

A new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical research.

We anticipate that this legislation will result in additional downward pressure on coverage and the price that we receive for any approved product, and could seriously harm our business. Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payments from private payors. In addition, it is possible that there will be further legislation or regulation that could harm our business, financial condition, and results of operations.

There is an additional body of United States law that governs a company’s eligibility to participate in Medicare and Medicaid reimbursements and is designed to eliminate fraud and abuse. For example, a company may be debarred from participation if it is found to have violated federal anti-kickback laws, which could have a significant effect on a company’s ability to operate its business.

In addition, in some foreign countries, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the EU provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of a company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products.

 

97


Table of Contents

Legal Proceedings

We are not currently a party to any legal proceedings.

Employees

As of March 31, 2010, we employed 36 full-time employees, 18 of whom hold Ph.D. or M.D. degrees. Twenty-eight of our employees were engaged in research and development activities and eight were engaged in support administration, including business development, finance, information systems, facilities and human resources. None of our employees is subject to a collective bargaining agreement. We consider our relationship with our employees to be good.

Facilities

We lease approximately 23,774 square feet of space for our headquarters in San Diego, California under an agreement that expires on December 31, 2010 with an option to extend the term for up to an additional three years. We believe that our existing facilities are adequate to meet our current needs.

 

98


Table of Contents

MANAGEMENT

Directors, Executive Officers and Key Employees

The following table sets forth information regarding our directors, executive officers and key employees as of March 31, 2010:

 

Name

   Age   

Position

Directors

     

Jeffrey Stein, Ph.D.

   55    President, Chief Executive Officer and Director

David S. Kabakoff, Ph.D.

   62    Chairman of the Board of Directors

Brian G. Atwood

   57    Director

Karin Eastham

   60    Director

Nina Kjellson

   35    Director

Michael Powell, Ph.D.

   55    Director

Theodore R. Schroeder

   55    Director

Risa Stack, Ph.D.

   41    Director

Paul Truex

   41    Director

Executive Officers

     

Kenneth Bartizal, Ph.D.

   59    Chief Development Officer

John Finn, Ph.D.

   54    Chief Scientific Officer

Philippe Prokocimer, M.D.

   60    Chief Medical Officer

John P. Schmid

   47    Chief Financial Officer

Key Employees

     

Karen E. Potts, Ph.D.

   47    Vice President of Regulatory Affairs

Karen Joy Shaw, Ph.D.

   54    Senior Vice President of Biology

Directors

Jeffrey Stein, Ph.D. Dr. Stein has served as our president and chief executive officer since February 2007 and on our board of directors since 2005. From 2005 through 2007, Dr. Stein was a Kauffman Fellow with the venture capital firm Sofinnova Ventures. He has also served as a Venture Partner with Sofinnova Ventures from 2007 until present and as Director of Venture Development for the University of California, San Diego from 2005 to 2006. From 1999 to 2005, Dr. Stein served as executive vice president, chief scientific officer and a member of the board of directors of Quorex Pharmaceuticals, an anti-infectives company he founded in 1999, which was acquired by Pfizer in 2005. From 1995 to 1999, Dr. Stein was a scientist with Diversa Corporation where he most recently served as principal scientist and head of the anti-infectives discovery team. From 1993 to 1995, Dr. Stein served as Principal Scientist with the Agouron Institute, a private research institution, where he conducted research in bacterial genetics. From 1991 to 1993, he was an Alexander Hollaendar Distinguished Postdoctoral Fellow with the California Institute of Technology. Dr. Stein holds a Ph.D. in biochemistry and microbiology from the University of California, at San Diego.

David S. Kabakoff, Ph.D. Dr. Kabakoff has served on our board of directors since March 2006 and has served as Chairman of our board of directors since February 2007. From May 2007 to December 2009, Dr. Kabakoff served as an Executive-in-Residence with Sofinnova Ventures, a venture capital firm, and he has served as an Executive Partner with Sofinnova Ventures since January 2010. Since August 2000, Dr. Kabakoff has served as the president of Strategy Advisors, LLC, a consulting firm. From January 2001 to June 2005, Dr. Kabakoff also served as the founder, chairman and chief executive officer of Salmedix, Inc., a biotechnology company, which was acquired by Cephalon, Inc. From May 1996 to August 2000, Dr. Kabakoff served in senior executive positions at Dura Pharmaceuticals Inc., a specialty pharmaceuticals company. Dr. Kabakoff currently serves as Chairman of Amplimmune, Inc. and on the board of directors of InterMune, Inc. Dr. Kabakoff holds a B.A. in Chemistry from Case Western Reserve University and a Ph.D. in Chemistry from Yale University.

 

99


Table of Contents

Brian G. Atwood. Mr. Atwood has served on our board of directors since February 2007. Mr. Atwood has been a managing director and co-founder of Versant Ventures, a venture capital firm, since 1999. Since 1997, he has also been a general partner at Brentwood Venture Capital, a venture capital firm. From 1993 to 1995, Mr. Atwood served as president and chief executive officer of Glycomed, Inc., a publicly traded biotechnology company, of which he was a founder. Mr. Atwood also co-founded and served as member of the board of directors of Perkin Elmer/Cetus Instruments, a joint venture for robotics automation and genomics research instruments. Mr. Atwood currently serves on the board of directors of Cadence Pharmaceuticals, Inc. and Helicos Biosciences Corporation. Mr. Atwood holds a B.S. in Biological Sciences from the University of California, Irvine, a Master’s degree from the University of California, Davis, and an M.B.A. from Harvard Business School.

Karin Eastham. Ms. Eastham has served on our board of directors since November 2009. From May 2004 to September 2008, she served as executive vice president and chief operating officer, and as a member of the board of trustees of the Burnham Institute for Medical Research, a non-profit corporation engaged in basic biomedical research. From April 1999 to May 2004, Ms. Eastham served as senior vice president, finance, chief financial officer and secretary of Diversa Corporation, a publicly held renewable energy company which was subsequently renamed Verenium Corporation. She previously held similar positions with CombiChem, Inc., a computational chemistry company, and Cytel Corporation, a biopharmaceutical company. Ms. Eastham also held several positions, including vice president, finance, at Boehringer Mannheim Corporation from 1976 to 1988. Ms. Eastham also serves as a director for Amylin Pharmaceuticals, Inc., Genoptix, Inc., Geron Corporation and Illumina, Inc. Ms. Eastham received a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant and a Certified Director.

Nina Kjellson. Ms. Kjellson has served on our board of directors since February 2007. Ms. Kjellson is a managing director at InterWest Partners, a venture capital firm, where she has been employed since 2002. From June 2000 to June 2002, she served as an investment manager at Bay City Capital, a life sciences merchant bank, and from October 1999 to June 2000, as a research associate at Oracle Partners, a healthcare-focused hedge fund. From August 1997 to September 1999, Ms. Kjellson conducted health policy and survey research with the Kaiser Family Foundation, a private foundation focusing on healthcare issues. She holds a B.A. in human biology from Stanford University.

Michael Powell, Ph.D. Dr. Powell has served on our board of directors since February 2007. Dr. Powell has been a managing director of Sofinnova Ventures, a venture capital firm, since 1997. From 1990 to 1997, Dr. Powell served as group leader of drug delivery at Genentech, Inc. From 1987 to 1990, he was the director of product development for Cytel Corporation, a biotechnology firm. He has been an adjunct professor at the University of Kansas and an editorial board member of several pharmaceutical journals. Dr. Powell is currently the board president of AVAC (AIDS Vaccine Advocacy Coalition), a strategic advisor to OneWorld Health and an advisor to IAVI (International AIDS Vaccine Initiative) Innovation Fund. Dr. Powell also serves on the board of directors of the publicly held companies, Anesiva Pharmaceuticals, Inc., Orexigen Therapeutics, Inc., as well as several private companies, including Ocera Therapeutics, Inc., Ascenta Therapeutics, Inc., Intellikine, Inc. Dr. Powell holds a B.S. and Ph.D. in physical chemistry from the University of Toronto and completed his post-doctorate work in bio-organic chemistry at the University of California.

Theodore R. Schroeder. Mr. Schroeder has served on our board of directors since December 2009. Since May 2004, Mr. Schroeder has served as President and Chief Executive Officer and as a member of the board of directors of Cadence Pharmaceuticals, Inc., a biopharmaceutical company. From August 2002 to February 2004, Mr. Schroeder served as Senior Vice President, North American Sales and Marketing of Elan Pharmaceuticals, Inc., a neuroscience-based pharmaceutical company. From February 2001 to August 2002, Mr. Schroeder served as General Manager of the Hospital Products Business Unit at Elan. Mr. Schroeder held the position of Senior Director of Marketing Hospital Products at Dura Pharmaceuticals, Inc., a specialty respiratory pharmaceutical and pulmonary drug delivery company, from May 1999 to November 2000 until its acquisition by Elan. Prior to joining Dura, Mr. Schroeder held a number of hospital-related sales and marketing positions with Bristol-Myers Squibb Company, a global pharmaceutical company. Mr. Schroeder currently serves on the board of directors of the Sharp Hospital Foundation and holds a B.S. in management from Rutgers University.

 

100


Table of Contents

Risa Stack, Ph.D. Dr. Stack has served on our board of directors since March 2008. Dr. Stack has been a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since 2003. From 1996 to 2003, she was a principal at J.P. Morgan Partners, LLC, a private equity division of JPMorgan Chase & Co. From 1990 to 1996, Dr. Stack was a derivative specialist on the Chicago Board of Trade. Dr. Stack currently serves on the board of directors of the privately held companies, CardioDx, Inc., Nodality, Inc. and Nexus Dx, Inc., and is a board observer at Epizyme Corporation, Veracyte, Inc., Tethys Biosciences, Inc. and Pacific Biosciences, Inc. Dr. Stack holds a B.S. in Genetics and Development with distinction from the University of Illinois and a Ph.D. in Immunology from the University of Chicago.

Paul Truex. Mr. Truex has served on our board of directors since February 2008. Since September 2004, Mr. Truex has been the president and chief executive officer of Anthera Pharmaceuticals, Inc., a pharmaceutical company, which he founded. From October 2001 to September 2004, Mr. Truex served as a member of the board of directors and president and chief executive officer of Peninsula Pharmaceuticals, Inc., a biopharmaceutical company. From April 2000 to September 2001, Mr. Truex was vice president of commercial development of Vicuron, Inc., a biopharmaceutical company. From July 1997 to April 2000, Mr. Truex held various positions at Eli Lilly and Company, a pharmaceutical company. Mr. Truex currently serves on the board of directors of Anthera Pharmaceuticals, Inc. and Eiger Biopharmaceuticals, Inc. Mr. Truex holds an M.B.A. in marketing and finance from Indiana University and a B.A. in economics from the University of Waterloo.

Executive Officers

Kenneth Bartizal, Ph.D. Dr. Bartizal has served as our chief development officer since June 2007. From 1988 to 2007, he served as executive director and head of infectious disease research at Merck & Co., Inc., a pharmaceutical company. From 1986 to 1988, Dr. Bartizal served as a research scientist at Pfizer Inc., a pharmaceutical company. From 1983 to 1986, he was a faculty member and conducted research at the Kirksville College of Osteopathic Medicine and Northeast Missouri State University. Dr. Bartizal holds a B.S. in Professional Studies, an M.S. in Physiology and a Ph.D. in Microbiology and Biochemistry from the University of Notre Dame. Dr. Bartizal performed postdoctoral research at the University of Wisconsin from 1981 to 1983.

John Finn, Ph.D. Dr. Finn has served as our chief scientific officer since February 2007 and is a co-founder of our company. From July 2004 to February 2007, he served as our president. From December 2003 to June 2004, Dr. Finn served as the vice president of drug discovery at Elitra Pharmaceuticals Inc., a biopharmaceutical company. From January 1998 to March 2003, Dr. Finn served as the senior director of lead discovery and optimization at Cubist Pharmaceuticals, Inc., a biopharmaceutical company. From January 1995 to December 1997, Dr. Finn served as associate director at Synaptic Pharmaceutical Corporation, a biopharmaceutical company. From December 1984 to January 1995, Dr. Finn served as the senior scientist of American Cyanamid Company. Dr. Finn holds a B.S. in chemistry from Villanova University and a Ph.D. from the University of Illinois.

Philippe Prokocimer, M.D. Dr. Prokocimer has served as our chief medical officer since July 2007. From 2003 to 2007, he served as a vice president, clinical research at Johnson & Johnson Pharmaceutical Research and Development, L.L.C. From 2001 to 2003, Dr. Prokocimer served as vice president, clinical research at Maxim Pharmaceuticals, Inc., a biopharmaceutical company, and from 1994 to 2001, he served as vice president of anti-infectives clinical research at Aventis Pharmaceuticals, Inc., a pharmaceutical company. From 1987 to 1994, Dr. Prokocimer served as medical director for Abbott Laboratories, a healthcare company. Dr. Prokocimer is board certified in Anesthesiology and Critical Care Medicine from Centre Hospitalier-Universitaire Bichat-Beaujon. He holds an M.D. from the School of Medicine (Centre Hospitalier-Universitaire Pitie-Salpetriere) in Paris, France and undertook his post-doctoral research fellowship in adrenergic pharmacology at Stanford University from 1984 to 1986.

John P. Schmid. Mr. Schmid has served as our chief financial officer since June 2004 and is a co-founder of our company. From 1998 to 2003, Mr. Schmid served as the chief financial officer of GeneFormatics, Inc., a structural proteomics company, where he was a co-founder. From 1995 to 1998, Mr. Schmid served as the chief

 

101


Table of Contents

financial officer of Endonetics, Inc., a biotechnology company. From 1992 to 1995, Mr. Schmid was an associate with Idanta Partners, a venture capital firm. From 1987 to 1992, Mr. Schmid served as a vice president at Home Federal Bank. From 1985 to 1986, Mr. Schmid served as a financial analyst for Manufacturers Hanover Trust Company. In addition, from 1994 to 2005, Mr. Schmid served as a member of the board of directors and as president of the San Diego Venture Group in 1995. Mr. Schmid holds a B.A. in Economics from Wesleyan University and an M.B.A. from the University of San Diego.

Key Employees

Karen E. Potts, Ph.D. Dr. Potts has served as our Vice President of Regulatory Affairs since September 2009. From April 2006 to February 2009, she served as senior director, regulatory policy at Allergan, Inc., a specialty pharmaceutical company. From August 2003 to March 2006, Dr. Potts served as director, regulatory affairs at Isis Pharmaceuticals, Inc., a biopharmaceutical company. From November 1999 to July 2003, she served as associate director, regulatory affairs at Pfizer Inc., a pharmaceutical company, and from March 1996 to October 1999, she served as senior research scientist, virology at Agouron Pharmaceuticals, Inc., a biopharmaceutical company. From October 1992 to March 1996, Dr. Potts served as a senior research scientist in infectious disease at G.D. Searle & Company and before that, from January 1991 to October 1992, Dr. Potts was a post-doctoral fellow at the Center for Disease Control, Division of HIV/AIDs. Dr. Potts holds a B.A. in Biology from Smith College and a Ph.D. in Microbiology and Immunology from Emory University.

Karen Joy Shaw, Ph.D. Dr. Shaw has served as our senior vice president of biology since 2007 and served as one of our scientific advisors from 2005 to 2007. From 1999 to 2005, she served as team leader, infectious diseases at Johnson & Johnson Pharmaceutical Research & Development, L.L.C., a pharmaceutical research and development company. From 1984 to 1999, she served as a research fellow at Schering-Plough Research Institute. From 1981 to 1983, Dr. Shaw was a post-doctoral fellow at Washington University School of Medicine. Dr. Shaw holds a B.S. in Biology from Brooklyn College and a Ph.D. in genetics from the University of Connecticut.

Board Composition

Our board of directors currently consists of nine members. Effective upon the completion of this offering, we will divide our board of directors into three classes, as follows:

 

   

Class I, which will consist of Mr. Atwood, Dr. Kabakoff and Ms. Kjellson, and whose term will expire at our first annual meeting of stockholders following this offering;

 

   

Class II, which will consist of Dr. Powell, Dr. Stack and Mr. Truex, and whose term will expire at our second annual meeting of stockholders following this offering; and

 

   

Class III, which will consist of Ms. Eastham, Mr. Schroeder and Dr. Stein, and whose term will expire at our third annual meeting of stockholders following this offering.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in our control or management. Our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock.

Board Committees

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee.

 

102


Table of Contents

Audit Committee

Our audit committee consists of Mr. Atwood, Ms. Eastham and Dr. Kabakoff, each of whom is a non-employee director of our board of directors. Ms. Eastham serves as the chair of our audit committee. Our board of directors has also determined that each of the directors serving on our audit committee is independent within the meaning of SEC regulations and the Nasdaq Marketplace Rules. The functions of this committee include, among other things:

 

   

Evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

 

   

Reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

 

   

Monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

 

   

Reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent auditors and management;

 

   

Reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation, and matters concerning the scope, adequacy and effectiveness of our financial controls;

 

   

Reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;

 

   

Establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;

 

   

Preparing the report that the SEC requires in our annual proxy statement;

 

   

Reviewing and providing oversight with respect to any related party transactions and monitoring compliance with our code of ethics;

 

   

Reviewing our investment policy on a periodic basis; and

 

   

Reviewing and evaluating, at least annually, the performance of the audit committee, including compliance of the audit committee with its charter.

Our board of directors has determined that Ms. Eastham qualifies as an audit committee financial expert within the meaning of SEC regulations and the Nasdaq Marketplace Rules. In making this determination, our board has considered the formal education and nature and scope of Ms. Eastham’s previous experience, coupled with past and present service on various audit committees. Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Compensation Committee

Our compensation committee consists of Ms. Kjellson, Dr. Powell and Mr. Truex. Dr. Powell serves as the chair of our compensation committee. Each member of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and satisfies the Nasdaq independence requirements. The functions of this committee include, among other things:

 

   

Reviewing and recommending to our board of directors the compensation and other terms of employment of our executive officers;

 

   

Reviewing and recommending to our board of directors performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;

 

103


Table of Contents
   

Evaluating and approving the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

 

   

Evaluating and recommending to our board of directors the type and amount of compensation to be paid or awarded to board members;

 

   

Administering our equity incentive plans;

 

   

Establishing policies with respect to equity compensation arrangements;

 

   

Reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;

 

   

Reviewing and recommending to our board of directors the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

 

   

Reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and recommending to the full board its inclusion in our periodic reports to be filed with the SEC;

 

   

Preparing the report that the SEC requires in our annual proxy statement;

 

   

Reviewing the adequacy of our compensation committee charter on a periodic basis; and

 

   

Reviewing and evaluating, at least annually, the performance of the compensation committee.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Dr. Kabakoff, Ms. Kjellson and Dr. Stack. Our board of directors has determined that each of the members of this committee satisfies the Nasdaq independence requirements. Ms. Kjellson serves as the chair of our nominating and corporate governance committee. The functions of this committee include, among other things:

 

   

Identifying, reviewing and evaluating candidates to serve on our board of directors;

 

   

Determining the minimum qualifications for service on our board of directors;

 

   

Evaluating director performance on the board and applicable committees of the board;

 

   

Interviewing, evaluating, nominating and recommending individuals for membership on our board of directors;

 

   

Considering nominations by stockholders of candidates for election to our board;

 

   

Considering and assessing the independence of members of our board of directors;

 

   

Developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our board of directors any changes to such principles;

 

   

Periodically reviewing our policy statements to determine their adherence to our code of business conduct and ethics and considering any request by our directors or executive officers for a waiver from such code;

 

   

Reviewing the adequacy of its charter on an annual basis; and

 

   

Evaluating, at least annually, the performance of the nominating and corporate governance committee.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee has ever been an executive officer or employee of ours. None of our officers currently serves, or has served during the last completed year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors or compensation committee. Prior to establishing the compensation committee, our full board of directors made decisions relating to compensation of our officers.

 

104


Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis explains our compensation philosophy, policies and practices with respect to our chief executive officer, chief financial officer and the other three most highly-compensated executive officers, or the named executive officers. Our board of directors has delegated responsibility for creating and reviewing the compensation of our executive officers to the compensation committee of our board of directors, which is composed entirely of independent directors. The role of the compensation committee is to oversee our compensation and benefit plans and policies, to administer our equity incentive plans and to review and make recommendations to our board of directors, generally on an annual basis, regarding all compensation decisions for our executive officers.

Compensation Objectives

We believe in providing a competitive total compensation package to our executive management team through a combination of base salary, discretionary annual bonuses, grants under our long-term equity incentive compensation plan, severance and change of control benefits and broad-based benefits programs. Our executive compensation programs are designed to achieve the following objectives:

 

   

Attract and retain talented and experienced executives;

 

   

Motivate and reward executives whose knowledge, skills and performance are critical to our success;

 

   

Align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value and rewarding executive officers when stockholder value increases;

 

   

Provide a competitive compensation package in which total compensation is primarily determined by company and individual results and the creation of stockholder value;

 

   

Ensure fairness among the executive management team by recognizing the contributions each executive makes to our success; and

 

   

Compensate our executives to manage our business to meet our long-term objectives.

We believe that our executive compensation programs should include short-term and long-term components, including cash and equity-based compensation, and should reward performance that consistently meets or exceeds expectations by increasing base salary levels, awarding cash bonuses and granting additional equity awards. The compensation committee evaluates both performance and compensation to make sure that the compensation provided to executives remains competitive as compared to compensation paid by companies of similar size and stage of development operating in the pharmaceutical industry, taking into account our relative performance and our own strategic objectives.

Setting Executive Compensation

Since its establishment in March 2009, our compensation committee has been responsible for reviewing and making recommendations to our board of directors regarding the compensation to be paid to our chief executive officer and other executive officers. Prior to the formation of the compensation committee, the full board of directors was responsible for reviewing the compensation paid to our executive officers. Historically, our compensation committee and board of directors has conducted an annual review of the aggregate level of our executive compensation, as well as the mix of elements used to compensate our executive officers.

When setting executive compensation, our compensation committee and board of directors consider our overall company performance, including our progress towards our research and development goals. They also

 

105


Table of Contents

consider compensation paid by similarly situated biotechnology companies. As a private company, our understanding of compensation paid by similarly situated biotechnology companies is based primarily on the extensive experience of the members on our board of directors and compensation committee that are affiliated with venture investment firms, many of whom sit on the boards of directors of portfolio companies in the life sciences and healthcare fields in San Diego and throughout the United States. To a lesser extent, we have also used widely available surveys of executive compensation paid by life science companies conducted by third-party providers, such as the Biotech Employee Development Coalition compensation and benefits survey of approximately 90 public and private life science companies in San Diego. Although our board of directors and compensation committee have used this survey data as a tool in determining executive compensation, they typically have applied their subjective discretion to make compensation decisions and have not benchmarked our executive compensation against any particular group of companies or used a formula to set our executives compensation in relation to this survey data.

Role of Chief Executive Officer in Compensation Decisions

The chief executive officer typically evaluates the performance of other executive officers and employees on an annual basis and makes recommendations to the compensation committee (historically, to the full board of directors) with respect to annual salary adjustments, bonuses and annual stock option grants. The compensation committee exercises its own discretion in recommending salary adjustments and discretionary cash and equity-based awards for all executive officers to our board of directors. The chief executive officer is not present during deliberations or voting with respect to compensation for the chief executive officer.

Elements of Executive Compensation

The compensation program for our executive officers consists principally of base salary, annual cash incentive compensation and long-term compensation in the form of stock options as well as severance protection through employment agreements with our executive officers. As a private company, our compensation program has been weighted toward long-term compensation as opposed to short-term or cash-based compensation. If we achieve our corporate goals, we expect the equity awards held by our executives to be the major component of overall compensation. As discussed in more detail below, base salary is based primarily on market factors and annual cash incentive compensation is generally a performance-based cash bonus that is a percentage of base salary. The amount of cash compensation and the amount of equity awards granted to our executives are both considered in determining total compensation for our executive officers.

Base Salary. Base salaries for our executives are established based on the scope of their responsibilities and individual experience. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. The compensation committee does not apply specific formulas to determine increases, although it has generally awarded increases as a percentage of an executive officer’s then current base salary.

Annual Cash Incentive Compensation. In addition to base salaries, we believe that performance-based cash bonuses play an important role in providing appropriate incentives to our executives to achieve our strategic objectives. As part of our annual performance reviews, the compensation committee reviews and determines each executive officer’s overall performance and our performance generally. Final determinations as to discretionary bonus levels are primarily based on the executive officer’s individual performance and the executive officers’ performance as a group, as well as the compensation committee’s assessment as to the overall success of our company and the growth of our business. We do not, however, set specific performance goals and final bonus amounts, if any, are determined at the sole discretion of the compensation committee and our board of directors.

Our compensation committee anticipates that it will review annual performance for 2009 in the third quarter of 2010 and may recommend the award of discretionary bonuses at that time.

 

106


Table of Contents

Long-term Incentive Program. We believe that by providing our executives the opportunity to increase their ownership of our stock, the best interests of stockholders and executives will be more aligned and we will encourage long-term performance. The stock awards enable our executive officers to benefit from the appreciation of stockholder value, while personally participating in the risks of business setbacks. Our equity benefit plans have provided our executive officers the primary means to acquire equity or equity-linked interests in Trius.

Prior to this offering, we have granted equity awards primarily through our 2006 plan, which was adopted by our board of directors and stockholders to permit the grant of stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other stock awards to our officers, directors, employees and consultants. The material terms of our 2006 plan are further described under “—Employee Benefit Plans” below.

In 2009, certain named executive officers were awarded stock options under our 2006 plan in the amounts indicated in the section below entitled “—Grants of Plan-Based Awards.” The January 2009 stock option grants were made in recognition of our progress in the development of torezolid phosphate.

In the absence of a public trading market for our common stock, our board of directors has determined the fair market value of our common stock in good faith based upon consideration of a number of relevant factors including our financial condition, the likelihood of a liquidity event, the liquidation preference of our participating preferred stock, the price at which our preferred stock was sold, the enterprise values of comparable companies, our cash needs, operating losses, market conditions, material risks to our business and valuations obtained from independent valuation firms.

All equity awards to our employees, consultants and directors were granted at no less than the fair market value of our common stock as determined in good faith by our board of directors on the date of grant of each award.

The majority of the option grants we have historically made vest over four years, with one quarter of the shares subject to the stock option vesting on the one-year anniversary of the vesting commencement date and the remaining shares vesting in equal monthly installments thereafter over three years. All of our stock options, with the exception of stock options held by Dr. Stein, are exercisable at any time but, if exercised, are subject to a lapsing right of repurchase until fully vested. All options have a 10-year term. Additional information regarding accelerated vesting prior to, upon or following a change in control is discussed below under “—Post Employment Compensation.” We do not have any program, plan or obligation that requires us to grant equity compensation on specified dates and, because we have not been a public company, we have not made equity grants in connection with the release or withholding of material non-public information. Authority to make equity grants to executive officers rests with our compensation committee, although our compensation committee does consider the recommendations of our chief executive officer for officers other than himself.

In connection with this offering, our board of directors has adopted new equity benefit plans described under “—Employee Benefit Plans” below. Our 2010 plan will succeed our existing 2006 plan immediately following this offering and, as described below, will afford our compensation committee continued flexibility in making a wide variety of equity awards. Participation in our 2010 purchase plan that we have adopted, and which will become effective immediately upon signing of the underwriting agreement for this offering, will also be available thereafter to all executive officers on the same basis as our other employees.

Severance and Change in Control Benefits. Our named executive officers, who are designated below under “—Summary Compensation Table,” are entitled to certain severance and change in control benefits, the terms of which are described below under “—Post Employment Compensation.” We believe these severance and change in control benefits are an essential element of our overall executive compensation package and assist us in recruiting and retaining talented individuals and aligning the executives’ interests with the best interests of the stockholders.

 

107


Table of Contents

Other Compensation. In addition, consistent with our compensation philosophy, we intend to continue to maintain the current benefits for our executive officers, which are also available to all of our other employees; however, our compensation committee, in its discretion, may in the future revise, amend or add to the benefits of any executive officer if it deems it advisable.

Deductibility of Compensation under Section 162(m). Section 162(m) of the Code limits our deduction for federal income tax purposes to not more than $1.0 million of compensation paid to certain executive officers in a calendar year. Compensation above $1.0 million may be deducted if it is “performance-based compensation.” The compensation committee has not yet established a policy for determining which forms of incentive compensation awarded to our executive officers will be designed to qualify as “performance-based compensation.” To maintain flexibility in compensating our executive officers in a manner designed to promote our objectives, the compensation committee has not adopted a policy that requires all compensation to be deductible. However, the compensation committee intends to evaluate the effects of the compensation limits of Section 162(m) on any compensation it proposes to grant, and the compensation committee intends to provide future compensation in a manner consistent with the best interests of our stockholders.

Summary Compensation Table

The following table provides information regarding the compensation earned during the years ended December 31, 2008 and 2009 by our Chief Executive Officer, Chief Financial Officer and our other three most highly-compensated executive officers, who we collectively refer to as our “named executive officers” elsewhere in this prospectus.

 

Name and Principal Position

   Year    Salary    Bonus     Option
Awards(1)
   Total

Jeffrey Stein, Ph.D.

   2009    $ 315,000    $      $ 260,848    $ 575,848

President and Chief Executive Officer

   2008    $ 285,000    $      $ 140,779    $ 425,779

John P. Schmid

   2009    $ 250,000    $  —      $ 47,608    $ 297,608

Chief Financial Officer

   2008    $ 240,000    $ 20,000      $ 20,369    $ 280,369

Kenneth Bartizal, Ph.D.

   2009    $ 290,000    $      $ 53,853    $ 343,853

Chief Development Officer

   2008    $ 285,000    $      $ 16,432    $ 301,432

John Finn, Ph.D.

   2009    $ 270,000    $      $ 60,316    $ 330,316

Chief Scientific Officer

   2008    $ 260,000    $ 20,000      $ 29,912    $ 309,912

Philippe Prokocimer, M.D. 

   2009    $ 305,000    $      $ 29,180    $ 334,180

Chief Medical Officer

   2008    $ 310,000    $ 62,000 (2)    $ 16,450    $ 388,450

 

(1)   Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes for the referenced fiscal year, in accordance with the provisions of SFAS No. 123(R). Assumptions used in the calculation of these amounts are included in Note 7, Stock-Based Compensation, of the Notes to our Financial Statements. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
(2)   Amount represents the payment of a contractual obligation pursuant to Dr. Prokocimer’s employment agreement triggered upon our initiation of Phase 2 clinical trials of torezolid phosphate.

 

108


Table of Contents

Post-Employment Compensation

The amount of compensation payable to each named executive officer upon voluntary termination, involuntary termination without cause, resignation for good reason or termination following a change of control is shown below.

Payments Made Upon Termination

Regardless of the manner in which a named executive officer’s employment terminates, the named executive officer is entitled to receive amounts earned during his term of employment, including salary and unused vacation pay.

Potential Payment Under Employment Arrangements

In February 2007, we entered into an employment agreement with Dr. Stein, our President and Chief Executive Officer and a member of our board of directors that provides that if we terminate Dr. Stein without cause or if Dr. Stein resigns for good reason, he will also be entitled to be compensated at his then annual base salary for six months from his date of termination or resignation, as applicable, will receive continued medical, dental and vision benefits for such six-month period and will be entitled to an additional six months of accelerated vesting of his stock options. In addition, Dr. Stein’s employment agreement provides that if we terminate Dr. Stein without cause or Dr. Stein resigns for good reason within 12 months following a change of control, he will also be entitled to be compensated at his then annual base salary for an additional six months (12 months total) from his date of termination or resignation, as applicable, will receive continued medical, dental and vision benefits for such additional six-month period, and all of his outstanding stock options will fully vest as of the termination or resignation date. Under Dr. Stein’s employment agreement, resignation for good reason is defined as a material reduction in his compensation or a relocation of his place of employment by more than 50 miles without his written consent, and cause is defined as a repeated failure to satisfactorily perform his duties after notice and an opportunity to cure such failure, an act that materially injures our business, the commission of a felony or any crime involving fraud, dishonesty or moral turpitude that has inflicted or is likely to inflict a material injury to our business, or a material violation of his proprietary information and inventions agreement or the provisions in his employment agreement relating to loyalty, non-competition, confidentiality and proprietary information and non-solicitation. In addition, a change of control is defined generally as a transaction in which one person or a group acquires stock that, combined with stock previously owned, controls more than 50% of our value or voting power; a merger, consolidation or similar transaction in which the stockholders of the company immediately before the transaction do not own at least 50% of the outstanding securities following such transaction; the majority of the board is replaced by persons whose appointment or election is not endorsed by a majority of the board; a complete liquidation or dissolution of the company; or a sale, lease, license or other disposition of all or substantially all of our assets.

In February 2007, we entered into an amended and restated offer of employment with Mr. Schmid, our Chief Financial Officer that provides that if we terminate Mr. Schmid without cause, he will also be entitled to be compensated at his then annual base salary for three months from his date of termination. In addition, Mr. Schmid’s employment agreement provides that if we terminate Mr. Schmid without cause in connection with a change of control, he will also be entitled to be compensated at his then annual base salary for an additional six months (nine months total) from his date of termination.

In May 2007, we entered into an offer of employment with Dr. Bartizal, our Chief Development Officer, pursuant to which, if we terminate Dr. Bartizal without cause, he will also be entitled to be compensated at his then annual base salary for three months from his date of termination. In addition, Dr. Bartizal’s employment agreement provides that if we terminate Dr. Bartizal without cause in connection with a change of control, he will also be entitled to be compensated at his then annual base salary for an additional six months (nine months total) from his date of termination.

 

109


Table of Contents

In February 2007, we entered into an amended and restated offer of employment with Dr. Finn, our Chief Scientific Officer that provides that if we terminate Dr. Finn without cause, he will also be entitled to be compensated at his then annual base salary for three months from his date of termination. In addition, Dr. Finn’s employment agreement provides that if we terminate Dr. Finn without cause in connection with a change of control, he will also be entitled to be compensated at his then annual base salary for an additional six months (nine months total) from his date of termination.

In June 2007, we entered into an offer of employment with Dr. Prokocimer, our Chief Medical Officer, pursuant to which, if we terminate Dr. Prokocimer without cause, he will also be entitled to be compensated at his then annual base salary for six months from his date of termination. In addition, Dr. Prokocimer’s employment agreement provides that if we terminate Dr. Prokocimer without cause in connection with a change of control, he will also be entitled to be compensated at his then annual base salary for an additional three months (nine months total) from his date of termination.

For more information regarding accelerated vesting of stock options under our equity plans, please see “Employee Benefit Plans-2006 Equity Incentive Plan.”

The following table and summary set forth potential payments payable to our current executive officers upon a termination of employment without cause or resignation for good reason or termination of employment without cause or resignation for good reason following a change in control. Our compensation committee may in its discretion revise, amend or add to the benefits if it deems advisable. The table below reflects amounts payable to our executive officers assuming the termination occurred on, and their employment was terminated on, December 31, 2009 and, if applicable, a change of control also occurred on such date:

 

    Upon Termination Without Cause or
Resignation for Good Reason—No Change of
Control
  Upon Termination without Cause of
Resignation for Good Reason—Change of
Control

Name

  Salary   Continuation
of Medical
Benefits
  Value of
Accelerated
Vesting(2)
  Total   Salary   Continuation
of Medical
Benefits
  Value of
Accelerated
Vesting(2)
  Total

Jeffrey Stein, Ph.D.(1)

  $ 157,500   $ 4,874   $ 165,965   $ 328,339   $ 315,000   $ 9,747   $ 996,839   $ 1,321,586

John P. Schmid(3)

  $ 62,500     —       —     $ 62,500   $ 187,500     —       —     $ 187,500

Kenneth Bartizal, Ph.D.(3)

  $ 72,500     —       —     $ 72,500   $ 217,500     —       —     $ 217,500

John Finn, Ph.D.(3)

  $ 67,500     —       —     $ 67,500   $ 202,500     —       —     $ 202,500

Philippe Prokocimer, M.D.(3)

  $ 160,000     —       —     $ 160,000   $ 240,000     —       —     $ 240,000

 

(1)   Assumes that the termination without cause or resignation for good reason in connection with a change of control occurs within the time period specified in Dr. Stein’s employment agreement.
(2)   The value of accelerated vesting is equal to an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), multiplied by the number of shares subject to accelerated vesting, less the stock option exercise price, if applicable.
(3)   Cash severance payments are available upon termination without cause but not available upon the named executive officer’s resignation for good reason.

 

110


Table of Contents

Grants of Plan-Based Awards

All stock options granted to our named executive officers are incentive stock options, to the extent permissible under the Code. The exercise price per share of each stock option granted to our named executive officers was equal to the fair market value of our common stock as determined in good faith by our board of directors on the date of the grant. All stock options listed below were granted under our 2006 plan.

We omitted columns related to non-equity and equity incentive plan awards as none of our named executive officers earned any such awards during 2009. The following table sets forth certain information regarding grants of plan-based awards to our named executive officers for 2009.

 

Name

   Grant
Date
   All Other Option
Awards:
Number of
Securities
Underlying Options
(#)
    Exercise or
Base Price of
Option Awards
($/share)(1)
   Grant Date Fair
Value of Option
Awards
($)(2)

Jeffrey Stein, Ph.D.

   1/9/2009    23,255 (3)    $ 1.29    $ 124,780
   1/9/2009    7,558 (5)    $ 1.29    $ 40,125

John P. Schmid

   1/9/2009
   5,813 (4)    $ 1.29    $ 31,325
   1/9/2009    2,325 (5)    $ 1.29    $ 12,346

Kenneth Bartizal, Ph.D.

   1/9/2009
   6,395 (5)    $ 1.29    $ 33,952

John Finn, Ph.D.

   1/9/2009
   5,813 (4)    $ 1.29    $ 31,325
   1/9/2009    2,325 (5)    $ 1.29    $ 12,346

Philippe Prokocimer, M.D.

   1/9/2009
   1,744 (5)    $ 1.29    $ 9,260

 

(1)   Represents the per share fair market value of our common stock, as determined in good faith by our board of directors on the grant date.
(2)   Calculated in accordance with SFAS No. 123R using the modified prospective transition method without consideration of forfeitures.
(3)  

1/36th of the shares vest monthly after the vesting commencement date, subject to acceleration as described in “Post-Employment Compensation—Potential Payment Under Employment Arrangements.”

(4)  

1/4th of the shares vest one year after the vesting commencement date; 1/48th of the shares vest monthly thereafter over the next three years.

(5)   All shares were vested on the grant date.

 

111


Table of Contents

Outstanding Equity Awards at December 31, 2009

The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2009. All of the stock options in this table, with the exception of the stock options held by Dr. Stein, are exercisable at any time but, if exercised, are subject to a lapsing right of repurchase until fully vested.

 

    Option awards     Stock Awards

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Option
Exercise
Price
($)
  Option
Expiration
Date
    Number of
Shares or
Units of Stock
That Have
Not
Vested (#)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1)

Jeffrey Stein, Ph.D.

  138,484      3,957   $ 0.52   3/20/2017 (2)    —       —  
  91,569      65,407   $ 1.29   5/20/2018 (2)    —       —  
  7,752      15,503   $ 1.29   1/08/2019 (2)    —       —  
  7,558      —     $ 1.29   1/08/2019 (4)    —       —  

John P. Schmid

  33,720 (5)    —     $ 1.29   5/20/2018 (3)    10,174   $ 132,262
  5,813 (5)    —     $ 1.29   1/08/2019 (3)    —       —  
  2,325      —     $ 1.29   1/08/2019 (4)    —       —  

Kenneth Bartizal, Ph.D.

  16,569 (6)    —     $ 1.29   5/20/2018 (3)    40,952   $ 532,376
  6,395      —     $ 1.29   1/08/2019 (4)    —       —  

John Finn, Ph.D.

  55,813 (7)    —     $ 0.52   3/20/2017 (3)    —       —  
  48,837 (7)    —     $ 1.29   5/20/2018 (3)    —       —  
  5,813 (7)    —     $ 1.29   1/08/2019 (3)    —       —  
  2,325      —     $ 1.29   1/08/2019 (4)    —       —  

Philippe Prokocimer, M.D.

  4,069 (8)    —     $ 0.52   7/18/2017 (3)    32,219   $ 418,847
  14,244 (8)    —     $ 0.52   1/09/2018 (3)    —       —  
  16,569 (8)    —     $ 1.29   5/20/2018 (3)    —       —  
  1,744      —     $ 1.29   1/08/2019 (4)    —       —  

 

(1)   Based on an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus).
(2)  

1/36th of the shares vest monthly after the vesting commencement date, subject to acceleration as described in “Post-Employment Compensation—Potential Payment Under Employment Arrangements.”

(3)  

1/4th of the shares vest one year after the vesting commencement date; 1/48th of the shares vest monthly thereafter over the next three years.

(4)   All shares were vested on the grant date.
(5)   Includes 24,781 unvested shares in the aggregate.
(6)   Includes 9,320 unvested shares.
(7)   Includes 48,400 unvested shares in the aggregate.
(8)   Includes 25,302 unvested shares in the aggregate.

 

112


Table of Contents

Option Exercises and Stock Vested

The following table shows certain information regarding option exercises and stock vested during 2009 with respect to our named executive officers.

 

     Option Awards    Stock Awards

Name

   Number  of
Shares
Acquired
on  Exercise
(#)
   Value Realized
on Exercise
($)
   Number  of
Shares
Acquired
on Vesting
(#)(1)
   Value Realized
on Vesting
($)(2)

Jeffrey Stein, Ph.D.

   —      —      —        —  

John P. Schmid

   —      —      8,721    $ 113,373

Kenneth Bartizal

   —      —      24,927    $ 324,051

John Finn, Ph.D.

   —      —      —        —  

Philippe Prokocimer, M.D.

   —      —      20,349    $ 264,537

 

(1)   Represents shares issued upon early exercise of unvested options that are subject to a lapsing right of repurchase until fully vested.
(2)   The value realized on vesting is equal to the number of shares acquired on vesting multiplied by an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus).

Option Repricings

We did not engage in any repricings or other modifications to any of our named executive officers’ outstanding equity awards during the year ended December 31, 2009.

Pension Benefits

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. Our compensation committee may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests.

Nonqualified Deferred Compensation

None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our compensation committee may elect to provide our officers and other employees with non-qualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Employee Benefit Plans

2006 Equity Incentive Plan

We adopted our 2006 plan in March 2006. As of March 31, 2010, 571,343 shares of common stock have been issued upon the exercise of options granted under our 2006 plan, options to purchase 973,438 shares of common stock were outstanding and 44,602 shares remained available for future grant. Upon the effective date of this offering, no further option grants will be made under our 2006 plan. We intend to grant all future equity awards under our 2010 plan and our directors’ plan. However, all stock options granted under our 2006 plan will continue to be governed by the terms of our 2006 plan.

 

113


Table of Contents

Administration. Our board of directors administers our 2006 plan. Our board of directors, however, may delegate this authority to a committee of one or more board members. Our board has not delegated such authority. The board of directors has the authority to construe, interpret, amend and modify our 2006 plan as well as to determine the terms of an option. Our board of directors may amend or modify our 2006 plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding options unless the holder consents to that amendment or modification.

Eligibility. Our 2006 plan permits us to grant stock awards, including options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other stock awards to our employees, directors and consultants. Our board of directors has granted only stock options under our 2006 plan. A stock option may be an incentive stock option within the meaning of Section 422 of the Code or a nonstatutory stock option.

Stock Option Provisions Generally. In general, the duration of a stock option granted under our 2006 plan cannot exceed 10 years. The exercise price of a stock option cannot be less than 100% of the fair market value of the common stock on the date of grant. Generally, an optionholder may not transfer his or her stock option other than by will or by the laws of descent and distribution unless the optionholder holds a nonstatutory stock option that provides otherwise. However, an optionholder may designate a beneficiary who may exercise the option following the optionholder’s death. Stock option agreements may provide that the stock options may be early exercised subject to our right of repurchase of unvested shares.

Incentive stock options may be granted only to our employees. The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to which incentive stock options are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power of any of our affiliates unless (a) the option exercise price is at least 110% of fair market value of the stock subject to the option on the date of grant and (b) the term of the incentive stock option does not exceed five years from the date of grant.

Effect on Stock Options of Certain Corporate Transactions. If we dissolve or liquidate, then outstanding stock options under our 2006 plan will terminate immediately prior to such dissolution or liquidation. However, we treat outstanding stock options differently in the following situations:

 

   

A sale, lease or other disposition of all or substantially all of our assets;

 

   

A sale or disposition of at least 90% of our outstanding securities;

 

   

A merger or consolidation in which we are not the surviving corporation; or

 

   

A reverse merger in which we are the surviving corporation but the shares of our common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property.

In the event any of the above situations occurs, if the surviving entity determines not to assume, continue or substitute for these stock options, the vesting of stock options held by persons whose service with us or our affiliates has not terminated more than three months prior to the effective time of the corporate transition will accelerate in full prior to such transaction and these options will then terminate if not exercised prior to effecting such transaction.

Other Provisions. If there is a transaction or event which changes our stock that does not involve our receipt of consideration, such as a merger, consolidation, reorganization, recapitalization, stock dividend or stock split, our board of directors will appropriately adjust the class and the maximum number of shares subject to our 2006 plan, the class and maximum number of shares that may be issued upon exercise of incentive stock options and the class and number of securities and exercise price of stock subject to outstanding options.

 

114


Table of Contents

2010 Equity Incentive Plan

Our board of directors adopted our 2010 plan in February 2010, and our stockholders approved our 2010 plan in February 2010. Our 2010 plan will become effective immediately upon the signing of the underwriting agreement for this offering. Our 2010 plan will terminate in February 2020, unless sooner terminated by our board of directors.

Stock Awards. Our 2010 plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance-based stock awards and other forms of equity compensation, or collectively, stock awards. In addition, our 2010 plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, including officers, directors and consultants.

Share Reserve. Following this offering, the aggregate number of shares of our common stock that may be issued initially pursuant to stock awards under our 2010 plan is 2,444,602 shares, which is the number of shares remaining available for issuance under our 2006 plan plus 2,400,000 new shares. In addition, the number of shares of our common stock reserved for issuance will automatically increase (1) on January 1 of each calendar year, from January 1, 2011 through January 1, 2020, by the least of (a) 3% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (b) 800,000 shares, or (c) a number determined by our board of directors that is less than (a) or (b) and (2) from time to time by shares that are issuable pursuant to options granted under our 2006 plan that were outstanding as of the effective date of our 2010 plan that are forfeited or expire after the effective date of our 2010 plan. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options under our 2010 plan is equal to 6,836,572   shares.

No person may be granted stock awards covering more than 800,000 shares of our common stock under our 2010 plan during any calendar year pursuant to stock options or stock appreciation rights. In addition, no person may be granted a performance stock award covering more than 800,000 shares or a performance cash award covering more than $1,000,000 in any calendar year. Such limitations are designed to help assure that any deductions to which we would otherwise be entitled with respect to such stock awards will not be subject to the $1,000,000 limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.

If a stock award granted under our 2010 plan expires or otherwise terminates without being exercised in full, or is settled in cash, the shares of our common stock not acquired pursuant to the stock award again become available for subsequent issuance under our 2010 plan. In addition, the following types of shares under our 2010 plan may become available for the grant of new stock awards under our 2010 plan: (a) shares that are forfeited prior to becoming fully vested; (b) shares withheld to satisfy income or employment withholding taxes; (c) shares used to pay the exercise price of an option in a net exercise arrangement; and (d) shares tendered to us to pay the exercise price of an option. Shares issued under our 2010 plan may be previously unissued shares or reacquired shares bought on the open market. As of the date hereof, no shares of our common stock have been issued under our 2010 plan.

Administration. Our board of directors has delegated its authority to administer our 2010 plan to our compensation committee. Subject to the terms of our 2010 plan, our board of directors or an authorized committee, referred to as the plan administrator, determines award recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the plan administrator will also determine the exercise price of options granted, the consideration (if any) to be paid for other types of stock awards and the strike price of stock appreciation rights.

The plan administrator has the authority to reprice any outstanding stock award (by reducing the exercise price of an outstanding option, canceling an option in exchange for cash or another equity award or any other

 

115


Table of Contents

action that may be deemed a repricing under generally accepted accounting provisions) under our 2010 plan without the approval of our stockholders.

Stock Options. Incentive and nonstatutory stock options are granted pursuant to incentive and nonstatutory stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for a stock option, within the terms and conditions of our 2010 plan, provided that the exercise price of a stock option cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under our 2010 plan vest at the rate specified by the plan administrator.

The plan administrator determines the term of stock options granted under our 2010 plan, up to a maximum of 10 years, except in the case of certain incentive stock options, as described below. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s relationship with us, or any of our affiliates, ceases for any reason other than for cause, disability or death, the optionholder may exercise any vested options for a period of three months following the cessation of service. If an optionholder’s service relationship with us is terminated for cause, then the option terminates immediately. If an optionholder’s service relationship with us, or any of our affiliates, ceases due to disability or death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. The option term may be extended in the event that exercise of the option following termination of service is prohibited by applicable securities laws. In no event, however, may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (a) cash, check, bank draft or money order, (b) a broker-assisted cashless exercise, (c) the tender of common stock previously owned by the optionholder, (d) a net exercise if option is a nonstatutory stock option and (e) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionholder may designate a beneficiary, however, who may exercise the option following the optionholder’s death.

Limitations on Incentive Stock Options. Incentive stock options may be granted only to our employees. The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to incentive stock options that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (a) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (b) the term of the incentive stock option does not exceed five years from the date of grant.

Restricted Stock Awards. Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. Restricted stock awards may be granted in consideration for (a) cash, check, bank draft or money order, (b) past or future services rendered to us or our affiliates or (c) any other form of legal consideration. Shares of common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule to be determined by the plan administrator. Rights to acquire shares under a restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator.

Restricted Stock Unit Awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form

 

116


Table of Contents

of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Stock Appreciation Rights. Stock appreciation rights are granted pursuant to stock appreciation rights agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right which cannot be less than 100% of the fair market value of our common stock on the date of grant. Upon the exercise of a stock appreciation right, we will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of our common stock on the date of exercise over the strike price, multiplied by (b) the number of shares of common stock with respect to which the stock appreciation right is exercised. A stock appreciation right granted under our 2010 plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

The plan administrator determines the term of stock appreciation rights granted under our 2010 plan, up to a maximum of 10 years. If a participant’s service relationship with us, or any of our affiliates, ceases, then the participant, or the participant’s beneficiary, may exercise any vested stock appreciation right for three months (or such longer or shorter period specified in the stock appreciation right agreement) after the date such service relationship ends. In no event, however, may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards. Our 2010 plan permits the grant of performance stock awards and performance cash awards that may qualify as performance-based compensation that is not subject to the $1,000,000 limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code. To assure that the compensation attributable to performance-based awards will so qualify, our compensation committee can structure such awards so that stock will be issued or paid pursuant to such award only upon the achievement of certain pre-established performance goals during a designated performance period. The maximum number of shares that may be granted to a participant in any calendar year attributable to performance stock awards may not exceed 800,000 shares of common stock and the maximum value that may be granted to a participant in any calendar year attributable to performance cash awards may not exceed $1,000,000.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the award and all other terms and conditions of such awards.

Changes to Capital Structure. In the event that there is a specified type of change in our capital structure, such as a stock split, appropriate adjustments will be made to (a) the class and maximum the number of shares reserved under our 2010 plan, (b) the maximum number of shares by which the share reserve may increase automatically each year, (c) the class and maximum number of shares subject to options, stock appreciation rights and performance stock awards and performance cash awards that can be granted in a calendar year, (d) the class and the maximum number of shares that may be issued upon exercise of incentive stock options, and (e) the number of shares and exercise price or strike price, if applicable, of all outstanding stock awards.

Effect on Stock Awards of Certain Corporate Transactions. If we dissolve or liquidate, then outstanding stock awards under our 2006 plan will terminate immediately prior to such dissolution or liquidation. However, we treat outstanding stock awards differently in the following situations:

 

   

A sale, lease or other disposition of all or substantially all of our assets;

 

   

A sale or disposition of at least 90% of our outstanding securities;

 

   

A merger or consolidation in which we are not the surviving corporation; or

 

   

A reverse merger in which we are the surviving corporation but the shares of our common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property.

 

117


Table of Contents

In the event of certain significant corporate transactions, our board of directors has the discretion to:

 

   

Arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;

 

   

Arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity;

 

   

Accelerate the vesting of a stock award and provide for its termination prior to the effective time of the corporate transaction;

 

   

Arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;

 

   

Cancel or arrange for the cancellation of the stock award, to the extent not vested or exercised prior to the effective time of the corporate transaction; or

 

   

Provide for the surrender of a stock award in exchange for a payment equal to the excess of (a) the value of the property that the optionholder would have received upon the exercise of the stock award over (b) the exercise price otherwise payable in connection with the stock award.

Changes in Control. Our board of directors has the discretion to provide that a stock award under our 2010 plan will immediately vest as to all or any portion of the shares subject to the stock award (a) immediately upon the occurrence of certain specified change in control transactions, whether or not such stock award is assumed, continued or substituted by a surviving or acquiring entity in the transaction or (b) in the event a participant’s service with us or a successor entity is terminated actually or constructively within a designated period following the occurrence of certain specified change in control transactions. Stock awards held by participants under our 2010 plan will not vest automatically on such an accelerated basis unless specifically provided in the participant’s applicable award agreement.

A change in control is the occurrence of one or more of the following events:

 

   

a transaction in which one person or a group acquires stock that, combined with stock previously owned, controls more than 50% of our value or voting power;

 

   

a merger, consolidation or similar transaction in which the stockholders of the Company immediately before the transaction do not own at least 50% of the outstanding securities following such transaction;

 

   

a complete liquidation or dissolution of the company;

 

   

a sale, lease, license or other disposition of substantially all of our assets; or

 

   

a majority of the board is replaced by persons whose appointment or election is not endorsed by a majority of the board.

2010 Non-Employee Directors’ Stock Option Plan

Our board of directors adopted the directors’ plan in February 2010 and our stockholders approved our directors’ plan in February 2010. The directors’ plan will become effective immediately upon the signing of the underwriting agreement for this offering. The directors’ plan will terminate at the discretion of our board of directors. The directors’ plan provides for the automatic grant of nonstatutory stock options to purchase shares of our common stock to our non-employee directors.

Share Reserve. An aggregate of 300,000 shares of our common stock are reserved for issuance under the directors’ plan. This amount will be increased annually on January 1, from 2011 until 2020, by the lesser of the aggregate number of shares of our common stock subject to options granted as initial grants and annual grants under the directors’ plan during the immediately preceding year or 150,000 shares. However, our board of directors will have the authority to designate a lesser number of shares by which the authorized number of shares of our common stock will be increased.

 

118


Table of Contents

Shares of our common stock subject to stock options that have expired or otherwise terminated under the directors’ plan without having been exercised in full shall again become available for grant under the directors’ plan. Shares of our common stock issued under the directors’ plan may be previously unissued shares or reacquired shares bought on the market or otherwise. If the exercise of any stock option granted under the directors’ plan is satisfied by tendering shares of our common stock held by the participant, then the number of shares tendered shall again become available for the grant of awards under the directors’ plan. In addition, any shares reacquired to satisfy income or employment withholding taxes shall again become available for the grant of awards under the directors’ plan.

Administration. Our board of directors has delegated its authority to administer the directors’ plan to our compensation committee.

Stock Options. Stock options will be granted pursuant to stock option agreements. The exercise price of the options granted under the directors’ plan will be equal to 100% of the fair market value of our common stock on the date of grant. Initial grants vest in equal monthly installments over three years after the date of grant and annual grants vest in equal monthly installments over 12 months after the date of grant.

In general, the term of stock options granted under the directors’ plan may not exceed 10 years. Unless the terms of an optionholder’s stock option agreement provides otherwise, if an optionholder’s service relationship with us, or any affiliate of ours, ceases due to death or disability, then the optionholder or his or her beneficiary may exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. If an optionholder’s service with us, or any affiliate, ceases for any other reason, the optionholder may exercise the vested options for up to six months following cessation of service.

Acceptable consideration for the purchase of our common stock issued under the directors’ plan may include cash, a “net” exercise, common stock previously owned by the optionholder or a program developed under Regulation T as promulgated by the Federal Reserve Board.

Generally, an optionholder may not transfer a stock option other than by will or the laws of descent and distribution. However, an optionholder may transfer an option under certain circumstances with our written consent if a Form S-8 registration statement is available for the exercise of the option and the subsequent resale of the shares. In addition, an optionholder may designate a beneficiary who may exercise the option following the optionholder’s death.

Automatic Grants.

 

   

Initial Grant. Any person who becomes a non-employee director after the completion of this offering will automatically receive an initial grant of an option to purchase 24,000 shares of our common stock upon his or her election or appointment, subject to adjustment by our board of directors from time to time. These options will vest in equal monthly installments over three years.

 

   

Annual Grant. In addition, any person who is a non-employee director on the date of each annual meeting of our stockholders automatically will be granted, on the annual meeting date, beginning with our 2011 annual meeting, an option to purchase 12,000 shares of our common stock, or the annual grant, subject to adjustment by our board of directors from time to time. However, the size of an annual grant made to a non-employee director who is elected after the completion of this offering and who has served for less than 12 months at the time of the annual meeting will be reduced pro rata for each full month prior to the date of grant during which such person did not serve as a non-employee director. These options will vest in equal monthly installments over 12 months.

 

   

Chairperson Grant. In addition to the initial and annual grants set forth above, any person who becomes a chairperson of our board of directors will automatically receive a grant of an option to purchase 12,000 shares of our common stock, upon his or her election as chairperson of our board of directors, subject to

 

119


Table of Contents
 

adjustment by our board of directors from time to time, or the chairperson initial grant. The chairperson initial grant will vest in equal monthly installments over three years. In addition, any person who is a chairperson of our board of directors on the date of each annual meeting of our stockholders automatically will be granted, on the annual meeting date, beginning with our 2011 annual meeting, an option to purchase 6,000 shares of our common stock, subject to adjustment by our board of directors from time to time, or the chairperson annual grant. However, the size of a chairperson annual grant made to a non-employee director who is elected as a chairperson of our board of directors after the completion of this offering and who has served for less than 12 months as a chairperson at the time of the annual meeting will be reduced pro rata for each full month prior to the date of grant during which such person did not serve as a chairperson. The chairperson annual grant will vest in equal monthly installments over 12 months.

Changes to Capital Structure. In the event there is a specified type of change in our capital structure not involving the receipt of consideration by us, such as a stock split or stock dividend, the number of shares reserved under the directors’ plan the maximum number of shares by which the share reserve may increase automatically each year, the number of shares subject to the initial and annual grants and the number of shares and exercise price of all outstanding stock options will be appropriately adjusted.

Change in Control Transactions. In the event of certain change in control transactions, the vesting of options held by non-employee directors whose service is terminated generally will be accelerated in full.

Plan Amendments. Our board of directors will have the authority to amend or terminate the directors’ plan. However, no amendment or termination of the directors’ plan will adversely affect any rights under awards already granted to a participant unless agreed to by the affected participant. We will obtain stockholder approval of any amendment to the directors’ plan that is required by applicable law.

2010 Employee Stock Purchase Plan

Our board of directors adopted our 2010 purchase plan in February 2010, and our stockholders approved our 2010 purchase plan in February 2010. Our 2010 purchase plan will become effective immediately upon the signing of the underwriting agreement for this offering.

Share Reserve. Following this offering, our 2010 purchase plan authorizes the issuance of 500,000 shares of our common stock pursuant to purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2011 through January 1, 2020, by the least of (a) 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year, (b) 250,000 shares or (c) a number determined by our board of directors that is less than (a) or (b). Our 2010 purchase plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. As of the date hereof, no shares of our common stock have been purchased under our 2010 purchase plan.

Administration. Our board of directors has delegated its authority to administer our 2010 purchase plan to our compensation committee. Our 2010 purchase plan is implemented through a series of offerings of purchase rights to eligible employees. Under our 2010 purchase plan, we may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for employees participating in the offering. The first offering will begin on the effective date of this offering and continue for approximately 24 months with purchases occurring approximately every six months. An offering may be terminated under certain circumstances.

 

120


Table of Contents

Payroll Deductions. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in our 2010 purchase plan and may contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of our common stock under our 2010 purchase plan. Unless otherwise determined by our board of directors, common stock will be purchased for accounts of employees participating in our 2010 purchase plan at a price per share equal to the lower of (a) 85% of the fair market value of a share of our common stock on the first date of an offering or (b) 85% of the fair market value of a share of our common stock on the date of purchase.

Limitations. Employees may have to satisfy one or more of the following service requirements before participating in our 2010 purchase plan, as determined by our board of directors: (a) customarily employed for more than 20 hours per week, (b) customarily employed for more than five months per calendar year or (c) continuous employment with us or one of our affiliates for a period of time not to exceed two years. No employee may purchase shares under our 2010 purchase plan at a rate in excess of $25,000 worth of our common stock-based on the fair market value per share of our common stock at the beginning of an offering for each year such a purchase right is outstanding. Finally, no employee will be eligible for the grant of any purchase rights under our 2010 purchase plan if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding capital stock measured by vote or value.

Changes to Capital Structure. In the event that there is a specified type of change in our capital structure, such as a stock split, appropriate adjustments will be made to (a) the number of shares reserved under our 2010 purchase plan, (b) the maximum number of shares by which the share reserve may increase automatically each year and (c) the number of shares and purchase price of all outstanding purchase rights.

Corporate Transactions. In the event of certain significant corporate transactions, any then-outstanding rights to purchase our stock under our 2010 purchase plan will be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute for such purchase rights, then the participants’ accumulated payroll contributions will be used to purchase shares of our common stock within 10 business days prior to such corporate transaction, and such purchase rights will terminate immediately.

Plan Amendments. Our board has the authority to amend or terminate our 2010 purchase plan. If our board determines that the amendment or terminating of an offering is in our best interests and the best interests of our stockholders, then our board may terminate any offering on any purchase date, establish a new purchase date with respect to any offering then in progress, amend our 2010 purchase plan and the ongoing offering to refuse or eliminate detrimental accounting treatment or terminate any offering and refuse any money contributed back to the participants we will obtain stockholder approval of any amendment to our 2010 purchase plan as required by applicable law.

401(k) Plan

We maintain a defined contribution employee retirement plan for our employees. The plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. The 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation, up to a statutory limit, which is $16,500 for 2009. Participants who are at least 50 years old can also make “catch-up” contributions, which in 2009 may be up to an additional $5,500 above the statutory limit. Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee. The 401(k) plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. To date, we have not made any discretionary or matching contributions to the plan on behalf of participating employees.

 

121


Table of Contents

Non-Employee Director Compensation

The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2009 to each of our non-employee directors:

 

Name

   Fees Earned or Paid
in Cash ($)
   Option Awards
($)(1)(2)(3)
   Total ($)

David S. Kabakoff, Ph.D.(4)

     —      $ 26,938    $ 26,938

Brian G. Atwood(5)

     —      $ 35,765    $ 35,765

Karin Eastham(6)(7)

   $ 3,333    $ 4,856    $ 8,189

Nina Kjellson(5)

     —      $ 35,765    $ 35,765

Michael Powell, Ph.D.(5)

     —      $ 35,765    $ 35,765

Theodore R. Schroeder(6)

     —      $ 1,694    $ 1,694

Risa Stack, Ph.D.(5)

     —      $ 22,235    $ 22,235

Paul Truex(6)

     —      $ 14,471    $ 14,471

 

(1)   Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the dollar amount recognized for financial statement reporting purposes for the referenced fiscal year, in accordance with the provisions of SFAS No. 123(R). Assumptions used in the calculation of these amounts are included in Note 8, Stock-Based Compensation, of the Notes to our Financial Statements. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
(2)   The aggregate number of shares subject to each director’s outstanding option awards as of December 31, 2009 was as follows: Dr. Kabakoff, 80,813 shares; Mr. Atwood, 9,302 shares; Ms. Eastham, 17,441 shares; Ms. Kjellson, 9,302 shares; Dr. Powell, 9,302 shares; Mr. Schroeder, 15,116 shares; Dr. Stack, 9,302 shares; Mr. Truex, 19,767 shares.
(3)   The full grant date fair value of the option awards shown above that were granted during fiscal 2009 is as follows: Mr. Atwood, $49,712; Ms. Eastham, $124,380; Ms. Kjellson, $49,712; Dr. Powell, $49,712; Mr. Schroeder, $107,562; Dr. Stack, $50,106.
(4)   The number of shares subject to Dr. Kabakoff’s outstanding option awards as of December 31, 2009 consist of two separate awards in an aggregate amount of 80,813 shares. The 51,162 shares of common stock underlying the first award vest in equal installments on a monthly basis over three years and the 29,651 shares of common stock underlying the second award vest in equal installments on a monthly basis over four years.
(5)  

1/4th of the common stock underlying each option vests one year after the vesting commencement date; 1/48th of the common stock underlying each option vests monthly thereafter over the next three years.

(6)   The common stock underlying each option vests in equal installments on a monthly basis over four years after the vesting commencement date.
(7)   The $3,333 represents cash fees earned during the year ended December 31, 2009 but paid subsequent to December 31, 2009.

We have reimbursed and will continue to reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of the board of directors.

In November 2009, our board of directors approved cash compensation for Ms. Eastham of $20,000 per year for her service as chair of the audit committee. Also in November 2009, our board of directors adopted a compensation program for our non-employee directors, or the Non-Employee Director Compensation Policy. The Non-Employee Director Compensation Policy will be effective for all of our non-employee directors on the effective date of this offering and will replace the previously approved cash compensation for Ms. Eastham. Pursuant to the Non-Employee Director Compensation Policy, each member of our board of directors who is not our employee will receive the following cash compensation for board services, as applicable:

 

   

$30,000 per year for service as a board member, payable quarterly;

 

122


Table of Contents
   

$12,000 per year for service as a member of the audit committee, $8,000 per year for service as a member of the compensation committee and $4,000 per year for service as a member of the corporate governance and nominating committee, each payable quarterly;

 

   

an additional $36,000 per year for service as Chairman of the Board, payable quarterly; and

 

   

an additional $8,000 per year for service as chair of the audit committee, an additional $4,000 per year for service as chair of the compensation committee and an additional $4,000 per year for service as chair of the nominating and corporate governance committee, payable quarterly.

For a discussion of automatic equity grants under the directors’ plan, please see “Employee Benefits Plans-2010 Non-Employee Directors’ Stock Option Plan.”

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation, which will become effective upon the completion of this offering, limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

 

   

Breach of their duty of loyalty to the corporation or its stockholders;

 

   

Act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

   

Unlawful payment of dividends or redemption of shares; or

 

   

Transaction from which the directors derived an improper personal benefit.

These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated bylaws, which will become effective upon the completion of this offering, provide that we will indemnify our directors and executive officers, and may indemnify other officers, employees and other agents, to the fullest extent permitted by law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our amended and restated bylaws permit such indemnification. We have obtained a policy of directors’ and officers’ liability insurance.

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

123


Table of Contents

TRANSACTIONS WITH RELATED PERSONS

The following is a description of transactions since June 2004 to which we have been a party, in which the amount involved in the transaction exceeds $120,000, and in which any of our directors, executive officers or to our knowledge, beneficial owners of more than 5% of our capital stock had or will have a direct or indirect material interest, other than compensation, termination and change-in-control arrangements, which are described under “Executive Compensation.” We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Policies and Procedures for Transactions with Related Persons

We have adopted a written Related-Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our board of directors) for review. The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-person transactions, our audit committee or other independent body of our board of directors takes into account the relevant available facts and circumstances including, but not limited to:

 

   

The risks, costs and benefits to us;

 

   

The impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

 

   

The terms of the transaction;

 

   

The availability of other sources for comparable services or products; and

 

   

The terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. Our policy requires that, in reviewing a related-person transaction, our audit committee or other independent body of our board of directors must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of us and our stockholders, as our audit committee or other independent body of our board of directors determines in the good faith exercise of its discretion. We did not previously have a formal policy concerning transactions with related persons.

Preferred Stock Financings

In March 2006, we entered into a Series A Preferred Stock Purchase Agreement pursuant to which we issued and sold to investors an aggregate of 1,454,545 shares of Series A-1 preferred stock in nine separate closings from March 2006 through July 2006, at a purchase price of $0.55 per share, for aggregate consideration of $799,999.75.

 

124


Table of Contents

In February 2007, we entered into a Series A-2 Preferred Stock Purchase Agreement pursuant to which we issued and sold to investors an aggregate of 36,363,641 shares of Series A-2 redeemable convertible preferred stock at two closings in February and November 2007, at a purchase price of $0.55 per share, for aggregate consideration of $20,000,002.

In March 2008, we issued and sold to investors an aggregate of 30,500,000 shares of Series B redeemable convertible preferred stock at a purchase price of $1.00 per share, for aggregate consideration of $30,500,000.

The participants in these preferred stock financings included the following directors, officers and holders of more than 5% of our capital stock or entities affiliated with them. The following table presents the number of shares issued to these related parties in these financings (each 8.6 shares of preferred stock in the table below will convert into one share of our common stock upon completion of this offering):

 

Participants(1)

   Series A-1
Preferred
Stock
   Series A-2
Preferred
Stock
   Series B
Preferred
Stock

5% or Greater Stockholders

        

Sofinnova Venture Partners VII, L.P.

   —      10,909,092    5,363,636

InterWest Partners IX, LP

   —      9,090,910    4,469,697

Versant Venture Capital III, L.P.(2)

   —      9,090,910    4,469,697

KPCB Holdings, Inc.

   —      —      12,000,000

Prism Venture Partners V, L.P.(3)

   —      6,909,092    3,396,970

Executive Officers and Directors

        

David S. Kabakoff, Ph.D.(4)

   59,758    —      25,000

Jeffrey Stein, Ph.D.(5)

   45,454    —      —  

 

(1)   Additional detail regarding these stockholders and their equity holdings is provided in “Principal Stockholders.”
(2)   Represents shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P.
(3)   Represents shares held by Prism Venture Partners V, L.P. and Prism Venture Partners V-A, L.P.
(4)   Includes 14,304 shares of Series A-1 preferred stock and 25,000 shares of Series B preferred stock held by David S. & Susan O. Kabakoff Family Trust dated 2/24/00, for which Dr. Kabakoff has shared voting and investment power, and 45,454 shares of Series A-1 preferred stock held by Strategy Advisors, LLC Defined Benefit Plan, for which Dr. Kabakoff has sole voting and investment power.
(5)   Represents 45,454 shares of Series A-1 preferred stock held in the name of the Jeff Stein and Catherine Naughton Revocable Trust, for which Dr. Stein has shared voting and investment power.

Some of our directors are associated with our principal stockholders as indicated in the table below:

 

Director

  

Principal Stockholder

Brian G. Atwood

  

Versant Venture Capital III, L.P.

David S. Kabakoff, Ph.D.

  

Sofinnova Venture Partners VII, L.P.

Nina Kjellson

  

InterWest Partners IX, LP

Michael Powell, Ph.D.

  

Sofinnova Venture Partners VII, L.P.

Risa Stack, Ph.D.

  

KPCB Holdings, Inc.

Jeffrey Stein, Ph.D.

  

Sofinnova Venture Partners VII, L.P.

In connection with our various preferred stock financings, we entered into amended and restated investor rights, voting and right of first refusal and co-sale agreements containing voting rights, information rights, rights of first refusal and registration rights, among other things, with certain holders of our preferred stock and certain holders of our common stock. These stockholder agreements will terminate upon the completion of this offering, except for the registration rights granted under our amended and restated investor rights agreement, as more fully described below in “Description of Capital Stock—Registration Rights.”

 

125


Table of Contents

2009 Convertible Note Financing

In November 2009, we sold $19.2 million in aggregate principal amount of secured convertible promissory notes, or the 2009 notes, in a private placement to certain of our existing investors and other parties with whom we have substantive, preexisting relationships, including Dong-A. The 2009 notes are secured by a first priority security interest in all of our assets and are convertible into equity upon the occurrence of certain events. The 2009 notes accrue interest at a rate of 8% per annum and have a maturity date of the earliest of (1) January 31, 2011 or (2) the date we sell all or substantially all of our assets or we are acquired. The 2009 notes are automatically convertible into our common stock at a 12.5% discount to the initial public offering price, or they are alternatively convertible into shares of our Series B convertible preferred stock if we experience a change of control prior to the completion of this offering.

The participants in the 2009 convertible note financing included one of our directors and the following holders of more than 5% of our capital stock, or entities affiliated with them. The following table sets forth the loan amount provided by each such party in the 2009 convertible note financing:

 

Participants(1)(2)

   Loan Amount(6)

5% or Greater Stockholders

  

Sofinnova Venture Partners VII, L.P.

   $ 3,687,173.80

InterWest Partners IX, LP

   $ 3,072,644.91

Versant Venture Capital III, L.P.(3)

   $ 3,072,644.91

KPCB Holdings, Inc.

   $ 2,719,033.07

Prism Venture Partners V, L.P.(4)

   $ 2,335,210.28

Directors

  

Karin Eastham(5)

   $ 50,000.00

 

(1)   For a list of our directors who are affiliated with participants in the 2009 bridge financing, see “Preferred Stock Financings” above.
(2)   Additional detail regarding these stockholders and their equity holdings is provided in “Principal Stockholders.”
(3)   Represents 2009 notes held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P.
(4)   Represents 2009 notes held by Prism Venture Partners V, L.P. and Prism Venture Partners V-A, L.P.
(5)   Represents 2009 notes held by the Karin Eastham Defined Benefit Plan, of which Ms. Eastham is the trustee.
(6)   Represents both the largest applicable amount of principal outstanding during the period for which disclosure is presented and the principal outstanding as of June 16, 2010. No principal or interest payments have been made on the 2009 notes.

Participation in this Offering

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. However, because indications of interest are not binding agreements or commitments to purchase, our underwriters may determine not to sell shares in this offering to these stockholders, or these stockholders may decide not to purchase shares in this offering.

Employment Agreements

We have entered into employment arrangements with our executive officers, as more fully described in “Executive Compensation—Post Employment Compensation—Potential Payment Under Employment Arrangements.”

 

126


Table of Contents

Stock Options Granted to Executive Officers and Directors

We have granted stock options to our executive officers and directors, as more fully described in “Executive Compensation.”

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers, as described in “Executive Compensation—Limitation of Liability and Indemnification.”

 

127


Table of Contents

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our capital stock outstanding as of March 31, 2010 by:

 

   

Each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

 

   

Each of our directors;

 

   

Each of our named executive officers; and

 

   

All of our directors and executive officers as a group.

The number of shares and percentage of shares beneficially owned before the offering shown in the table is based upon 967,406 shares of common stock outstanding as of March 31, 2010 and also assumes the conversion of all outstanding shares of our preferred stock into 7,943,959 shares of common stock. The number of shares and percentage of shares beneficially owned after the offering also gives effect to (1) the conversion of the 2009 notes (including interest thereon) into 1,767,416 shares of common stock, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and assuming the conversion occurs on June 17, 2010, and (2) the issuance by us of 6,000,000 shares of common stock in this offering. The percentage ownership information assumes no exercise of the underwriters’ over-allotment option.

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. The information set forth in the table below does not reflect the potential purchase of any shares in this offering by these stockholders.

Each individual or entity shown in the table has furnished information with respect to beneficial ownership. We have determined beneficial ownership in accordance with the SEC’s rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options, warrants or other rights that are either immediately exercisable or exercisable on May 30, 2010, which is 60 days after March 31, 2010. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

 

128


Table of Contents

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Trius Therapeutics, Inc., 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121.

 

Name and Address of Beneficial Owner

   Number of
Shares
Beneficially
Owned
Before
Offering
   Number of
Shares
Beneficially
Owned
After
Offering
   Percentage of
Shares Beneficially
Owned
 
         Before
Offering
    After
Offering
 

5% or greater stockholders:

          

Sofinnova Venture Partners VII, L.P.(1)

   1,892,177    2,232,243    21.2   13.4

140 Geary Street, 10th Floor

San Francisco, CA 94108

          

InterWest Partners IX, LP(2).

   1,576,814    1,860,202    17.7   11.2

2710 Sand Hill Road, Second Floor

Menlo Park, CA 94025

          

Versant Venture Capital III, L.P. and its affiliates(3)

   1,576,814    1,860,202    17.7   11.2

3000 Sand Hill Road, Building 4, Suite 210

Menlo Park, CA 94025

          

Prism Venture Partners V, L.P. and its affiliates(4)

   1,198,378    1,413,752    13.4   8.5

117 Kendrick Street, Suite 200

Needham, MA 02494

          

Entities affiliated with Kleiner, Perkins, Caufield & Byers(5)

   1,061,860    1,312,635    11.9   7.9

c/o Kleiner, Perkins, Caufield & Byers

2750 Sand Hill Road

Menlo Park, CA 94025

          

Directors and named executive officers:

          

Michael Powell, Ph.D.(6)

   1,901,479    2,241,545    21.3   13.4

Brian G. Atwood(7)

   1,586,116    1,869,504    17.8   11.2

Nina Kjellson(8)

   1,586,116    1,869,504    17.8   11.2

Jeffrey Stein, Ph.D.(9)

   418,641    418,641    4.6   2.5

John Finn, Ph.D.(10)

   304,648    304,648    3.4   1.8

John P. Schmid(11)

   156,797    156,797    1.8   *

Kenneth Bartizal, Ph.D.(12)

   122,673    122,673    1.4   *

Philippe Prokocimer, M.D.(13)

   118,022    118,022    1.3   *

David S. Kabakoff, Ph.D.(14)

   81,366    81,366    *      *

Paul Truex(15)

   22,673    22,673    *      *

Karin Eastham(16)

   17,441    22,052    *      *

Theodore R. Schroeder(17)

   15,116    15,116    *      *

Risa Stack, Ph.D.(18)

   9,302    9,302    *      *

All executive officers and directors as a group (13 persons)(19)

   6,340,390    7,251,843    66.6   42.0

 

 *   Represents beneficial ownership of less than one percent.

 

(1)   Includes 1,892,177 shares held by Sofinnova Venture Partners VII, L.P. In addition, the number of shares beneficially owned after the offering includes 340,066 shares of common stock issuable upon conversion of a convertible note held by Sofinnova Venture Partners VII, L.P., assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010. Dr. Michael Powell, Dr. James I. Healey and Eric Buatois, as managing general partners of Sofinnova Management VII, LLC, the general partner of Sofinnova Venture Partners VII, L.P., share voting and investment authority over the shares held by Sofinnova Venture Partners VII, L.P.

 

129


Table of Contents
(2)   Includes 1,576,814 shares held by InterWest Partners IX, LP. In addition, the number of shares beneficially owned after the offering includes 283,388 shares of common stock issuable upon conversion of a convertible note held by InterWest Partners IX, LP, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010. Harvey B. Cash, Bruce A. Cleveland, Christopher B. Erlich, Philip T. Gianos, Linda S. Grais, W. Stephen Holmes, Nina Kjellson, Gilbert H. Kliman, Khaled A. Nasr, Arnold L. Oronsky, Douglas A. Pepper, Thomas L. Rosch and Michael B. Sweeney share voting and investment authority over the shares held by InterWest Partners IX, L.P.

 

(3)   Includes 1,567,556 shares held by Versant Venture Capital III, L.P. In addition, the number of shares beneficially owned by Versant Venture Capital III, L.P. after the offering includes 281,725 shares of common stock issuable upon conversion of a convertible note held by Versant Venture Capital III, L.P., assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010. Includes 9,258 shares held by Versant Side Fund III, L.P. In addition, the number of shares beneficially owned by Versant Side Fund III, L.P. after the offering includes 1,663 shares of common stock issuable upon conversion of a convertible note held by Versant Side Fund III, L.P., assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010. Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden and Barbara N. Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P.

 

(4)   Includes 823,406 shares held by Prism Venture Partners V, L.P. In addition, the number of shares beneficially owned by Prism Venture Partners V, L.P. after the offering includes 147,984 shares of common stock issuable upon conversion of a convertible note held by Prism Venture Partners V, L.P., assuming an initial public offering price of $13.00 per share (the mid-point of the price range listed on the cover page of this prospectus) and conversion of the note on June 17, 2010. Includes 374,972 shares held by Prism Venture Partners V-A, L.P. In addition, the number of shares beneficially owned by Prism Venture Partners V-A, L.P. after the offering includes 67,390 shares of common stock issuable upon conversion of a convertible note held by Prism Venture Partners V-A, L.P., assuming an initial public offering price of $13.00 per share (the mid-point of the price range listed on the cover page of this prospectus) and conversion of the note on June 17, 2010. James A. Couniham, Brendan O’Leary and Steven J. Benson share voting and investment authority over the shares held by Prism Venture Partners V, L.P. and Prism Venture Partners V-A, L.P.

 

(5)   Includes 1,055,581 shares held by KPCB Pandemic and Bio Defense Fund, LLC and 6,279 shares held by KPCB PBD Founders Fund, LLC. The managing member of both KPCB Pandemic and Bio Defense Fund, LLC and KPCB PBD Founders Fund, LLC, or the KPCB Funds, is KPCB PBD Associates, LLC. Brook H. Byers, L. John Doerr, Joseph Lacob, Raymond J. Lane and Theodore E. Schlein, the managers of KPCB PBD Associates, LLC, or the Managers, exercise shared voting and dispositive control over the shares held by the KPCB Funds. The voting and dispositive control over the shares held by the KPCB Funds is shared by the five individual Managers, none of whom has veto power. Any decision with respect to voting or investment of any shares held by the KPCB Funds requires at least a majority of the five Managers. In addition, the number of shares beneficially owned after the offering includes 250,775 shares of common stock issuable upon conversion of a convertible note held by the KPCB Funds, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010. The shares and the convertible note are held for convenience in the name of “KPCB Holdings, Inc. as nominee,” for the accounts of the individual Managers and other individuals and entities that each exercises its own voting and dispositive control over the shares for its own account. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares.

 

(6)  

Includes the shares of capital stock held by Sofinnova Venture Partners VII, L.P., referred to in footnote (1) above, and 9,302 shares that Dr. Powell has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 1,939 unvested shares of which are subject to a right of

 

130


Table of Contents
 

repurchase in our favor as of May 30, 2010. Dr. Powell, Dr. James I. Healy and Eric Buatois as managing general partners of Sofinnova Management VII, LLC, the general partner of Sofinnova Venture Partners VII, L.P., share voting and investment authority over the shares held by Sofinnova Venture Partners VII, L.P. Dr. Powell disclaims beneficial ownership of the shares held by Sofinnova Venture Partners VII, L.P., except to the extent of his proportionate pecuniary interest in these shares.

 

(7)   Includes the shares of capital stock held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. referred to in footnote (3) above and 9,302 shares that Mr. Atwood has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 1,939 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010. Brian G. Atwood, Ross A. Jaffe, M.D., Camille D. Samuels, Kevin J. Wasserstein, Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden and Barbara N. Lubash, as managing directors of Versant Ventures III, LLC, share voting and investment authority over the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P. Mr. Atwood disclaims beneficial ownership of the shares held by Versant Venture Capital III, L.P. and Versant Side Fund III, L.P., except to the extent of his proportionate pecuniary interest in these shares.

 

(8)   Includes the shares of capital stock held by InterWest Partners IX, LP, referred to in footnote (2) above and 9,302 shares that Ms. Kjellson has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 1,939 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010. Harvey B. Cash, Bruce A. Cleveland, Christopher B. Ehrlich, Philip T. Gianos, Linda S. Grais, W. Stephen Holmes, Ms. Kjellson, Gilbert H. Kliman, Khaled A. Nasr, Arnold L. Oronsky, Douglas A. Pepper, Thomas L. Rosch and Michael B. Sweeney share voting and investment authority over the shares held by InterWest Partners IX, LP. Ms. Kjellson disclaims beneficial ownership of the shares held by InterWest Partners IX, LP, except to the extent of her pro rata interest in these shares.

 

(9)   Includes 269,346 shares that Dr. Stein has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, and 149,295 shares held by the Jeff Stein and Catherine Naughton Revocable Trust. Dr. Stein is a venture partner with Sofinnova Ventures, but does not exercise voting and investment authority over the shares held by Sofinnova Venture Partners VII, L.P.

 

(10)   Includes 112,788 shares that Dr. Finn has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 37,744 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, and 191,860 shares of common stock held by John M. Finn and Deborah Finn, Trustees of the John and Debbie Finn Trust, Declaration of Trust dated February 25, 2009.

 

(11)   Includes 114,939 shares held by Mr. Schmid, 6,541 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, and 41,858 shares that Mr. Schmid has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 20,034 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010.

 

(12)   Includes 99,709 shares held by Dr. Bartizal, 29,083 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, and 22,964 shares that Dr. Bartizal has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 7,940 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010.

 

(13)   Includes 81,395 shares held by Dr. Prokocimer, 26,709 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, and 36,627 shares that Dr. Prokocimer has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 15,146 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010.

 

(14)   Includes 41,860 shares held by Dr. Kabakoff, 29,651 shares that Dr. Kabakoff has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 14,208 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, 5,285 shares held by Strategy Advisors, LLC Defined Benefit Plan and 4,570 shares held by the David S. & Susan O. Kabakoff Family Trust. Dr. Kabakoff is an executive in residence with Sofinnova Ventures, but does not exercise voting and investment authority over the shares held by Sofinnova Venture Partners VII, L.P.

 

131


Table of Contents
(15)   Includes 2,906 shares held by Mr. Truex, 909 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010, and 19,767 shares that Mr. Truex has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 9,472 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010.

 

(16)   Includes 17,441 shares that Ms. Eastham has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 15,261 unvested shares of which are subject to a right of purchase in our favor as of May 30, 2010. In addition, the number of shares beneficially owned after the offering includes 4,611 shares of common stock issuable upon conversion of a convertible note held by Ms. Eastham, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and conversion of the note on June 17, 2010.

 

(17)   Includes 15,116 shares that Mr. Schroeder has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 13,542 unvested shares of which are subject to a right of purchase in our favor as of May 30, 2010.

 

(18)   Includes 9,302 shares that Dr. Stack has the right to acquire from us within 60 days of March 31, 2010 pursuant to the exercise of stock options, 4,459 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010. Dr. Stack is a partner with Kleiner Perkins Caufield & Byers, but does not share voting and investment authority over the shares held by KPCB Holdings, Inc., as nominee.

 

(19)   Includes 63,242 unvested shares which are subject to a right of repurchase in our favor as of May 30, 2010, and 602,766 shares subject to options that will be exercisable within 60 days of March 31, 2010 pursuant to the exercise of stock options, 144,314 unvested shares of which are subject to a right of repurchase in our favor as of May 30, 2010.

 

132


Table of Contents

DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering and the filing of our amended and restated certificate of incorporation, our authorized capital stock will consist of 200,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

The following is a summary of the rights of our common stock and preferred stock. This summary is not complete. For more detailed information, please see our amended and restated certificate of incorporation and amended and restated bylaws, which will be filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

Outstanding Shares. On March 31, 2010, there were 967,406 shares of common stock outstanding, held of record by 47 stockholders. This amount excludes our outstanding shares of preferred stock, which will convert into 7,943,959 shares of common stock upon completion of this offering, and the 2009 notes issued as of November 5, 2009, which will convert into 1,767,416 shares of common stock upon completion of this offering, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and a conversion date of June 17, 2010 (for purposes of calculating the accrued interest on the notes to be converted into common stock). Based on the number of shares of common stock outstanding as of March 31, 2010, and assuming (1) the conversion of all outstanding shares of our preferred stock, (2) the conversion of all outstanding principal and interest on the 2009 notes, assuming an initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and a conversion date of June 17, 2010, and (3) the issuance by us of 6,000,000 shares of common stock in this offering, there will be 16,678,781 shares of common stock outstanding upon completion of this offering.

As of March 31, 2010, there were 973,438 shares of common stock subject to outstanding options under our 2006 plan and up to 66,075 shares of preferred stock subject to outstanding warrants.

Voting Rights. Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders, including the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends. Subject to preferences that may be applicable to any then outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

 

133


Table of Contents

Preferred Stock

On March 31, 2010, there were 68,318,186 shares of preferred stock outstanding, held of record by 34 stockholders. Upon completion of this offering, all outstanding shares of preferred stock will have been converted into 7,943,959 shares of our common stock. Immediately prior to completion of this offering, our certificate of incorporation will be amended and restated to delete all references to such shares of preferred stock. Under the amended and restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control that may otherwise benefit holders of our common stock and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. We have no current plans to issue any shares of preferred stock.

Warrants

As of March 31, 2010, there were outstanding warrants to purchase the following shares of our capital stock:

 

Description

   # of Shares of Common
Stock
After this Offering
   Weighted Average
Exercise Price
After this Offering

Series A-1 Preferred Stock

   25,802    $ 4.73

Series A-2 Preferred Stock

   40,273    $ 4.73

In November 2004, in connection with an equipment lease line with Forsythe Biotechnology Group, Inc., we issued a warrant to purchase 140,909 shares of our Series A-1 preferred stock, at an initial exercise price of $0.55 per share. This warrant will become exerciseable for an aggregate of 16,384 shares of our common stock at an exercise price equal to $4.73 per share upon completion of this offering. The warrant is exercisable for five years from the offering date set forth on the cover page of this prospectus.

In December 2005 and October 2006, in connection with our equipment lease line with VenCore Solutions, LLC, we issued warrants to purchase an aggregate of 80,999 shares of our Series A-1 preferred stock at an initial exercise price of $0.55 per share. In June 2007, we issued an additional warrant to VenCore Solutions, LLC, in connection with our equipment lease line, to purchase 40,909 shares of our Series A-2 preferred stock at an initial exercise price of $0.55 per share. These warrants will become exercisable for an aggregate of 14,174 shares of our common stock at an exercise price equal to $4.73 per share upon completion of this offering. The warrants are exercisable until December 2015, October 2016 and June 2017, respectively.

In September 2007, in connection with a loan and security agreement with TriplePoint Capital, LLC, we issued a warrant to purchase an aggregate of 305,454 shares of our Series A-2 preferred stock at an initial exercise price of $0.55 per share. This warrant will become exercisable for an aggregate of 35,517 shares of our common stock at an exercise price equal to $4.73 per share upon completion of this offering. The warrant is exercisable for five years from the offering date set forth on the cover page of this prospectus.

Each of these warrants has a net exercise provision under which its holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of

 

134


Table of Contents

our common stock at the time of exercise of the warrant after deduction of the aggregate exercise price. Each of these warrants also contains provisions for the adjustment of the exercise price and the aggregate number of shares issuable upon the exercise of the warrant in the event of stock dividends, stock splits, reorganizations and reclassifications and consolidations.

The holders of certain of these warrants are entitled to registration rights under our amended and restated investor rights agreement, as described in “Registration Rights” below.

Registration Rights

Under our amended and restated investor rights agreement, 180 days after the public offering date set forth on the cover page of this prospectus, the holders of 9,022,418 shares of common stock, or their transferees, have the right to require us to register their shares with the SEC so that those shares may be publicly resold, or to include their shares in any registration statement we file. In addition, 180 days after the public offering date set forth on the cover page of this prospectus, TriplePoint Capital, LLC or its transferee, has the Form S-3 registration rights and “piggyback” registration rights as described below, with respect to the 35,517 shares of common stock issuable upon exercise of its warrant. In addition, following the completion of this offering, VenCore Solutions LLC or its transferee has “piggyback” registration rights as described below with respect to the 14,174 shares of common stock issuable upon exercise of its warrants.

Demand Registration Rights. At any time beginning on the earlier of (1) March 19, 2011 and (2) 180 days after the public offering date set forth on the cover page of this prospectus, the holders of at least 20% of the shares (or the holders of less than 20% so long as the aggregate number of securities requested to be sold under such registration statement is at least $5,000,000) having demand registration rights have the right to make up to two demands that we file a registration statement, subject to specified exceptions, conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under certain circumstances.

Form S-3 Registration Rights. If we are eligible to file a registration statement on Form S-3, one or more holders of registration rights have the right to demand that we file a registration statement on Form S-3 so long as the aggregate amount of securities to be sold under the registration statement on Form S-3 is at least $1,000,000, subject to specified exceptions, conditions and limitations.

“Piggyback” Registration Rights. If we register any securities for public sale, holders of registration rights will have the right to include their shares in the registration statement. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement, but not below 20% of the total number of shares included in the registration statement, except this offering in which the holders have waived any and all rights to have their shares included.

Expenses of Registration. Generally, we are required to bear all registration and selling expenses incurred in connection with the demand, piggyback and Form S-3 registrations described above, other than underwriting discounts and commissions.

Expiration of Registration Rights. The demand, piggyback and Form S-3 registration rights discussed above will terminate five years following the closing of this offering or, as to a given holder of registrable securities, when such holder is able to sell all of their registrable securities in a single 90-day period under Rule 144 of the Securities Act.

 

135


Table of Contents

Delaware Anti-Takeover Law and Provisions of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Delaware Anti-Takeover Law. We are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

 

   

Prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

 

   

The interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

   

On or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

 

   

Any merger or consolidation involving the corporation and the interested stockholder;

 

   

Any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

 

   

Subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

 

   

Subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and

 

   

The receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the completion of this offering, may delay or discourage transactions involving an actual or potential change of control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

 

   

Permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change of control);

 

   

Provide that the authorized number of directors may be changed only by resolution of the board of directors;

 

   

Provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

 

136


Table of Contents
   

Divide our board of directors into three classes;

 

   

Require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;

 

   

Provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also specify requirements as to the form and content of a stockholder’s notice;

 

   

Do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and

 

   

Provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors.

The amendment of any of these provisions would require approval by the holders of at least 66 2/3% of our then outstanding common stock.

Listing on the Nasdaq Global Market

Our shares of common stock have been approved for listing on the Nasdaq Global Market under the symbol “TSRX.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is BNY Mellon Shareowner Services. The transfer agent and registrar’s address is 480 Washington Blvd, Jersey City, New Jersey, 07310.

 

137


Table of Contents

MATERIAL UNITED STATES FEDERAL INCOME TAX

CONSEQUENCES TO NON-UNITED STATES HOLDERS

The following is a general discussion of the material United States federal income tax consequences of the ownership and disposition of our common stock to a non-United States holder that acquires our common stock pursuant to this offering. For the purpose of this discussion, a non-United States holder is any beneficial owner of our common stock that, for United States federal income tax purposes, is not a partnership or a United States person. For purposes of this discussion, the term United States person means:

 

   

An individual who is a citizen or resident of the United States;

 

   

A corporation or other entity taxable as a corporation created or organized under the laws of the United States or any political subdivision thereof;

 

   

An estate whose income is subject to United States federal income tax regardless of its source; or

 

   

A trust (x) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (y) which has in effect a valid election to be treated a United States person.

If a partnership (or an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Accordingly, we urge partnerships that hold our common stock and partners in such partnerships to consult their tax advisors.

This discussion assumes that a non-United States holder will hold our common stock issued pursuant to this offering as a capital asset (generally, property held for investment). This discussion does not address all aspects of United States federal income taxation that may be relevant in light of a non-United States holder’s special tax status or special tax situations. Certain former citizens or residents of the United States, life insurance companies, tax-exempt organizations, dealers in securities or currency, banks or other financial institutions and investors that hold common stock as part of a hedge, straddle, conversion transaction, synthetic security or other integrated investment are among those categories of potential investors that are subject to special rules not covered in this discussion. This discussion does not address any tax consequences arising under the laws of any state, local or non-United States taxing jurisdiction. Furthermore, the following discussion is based on current provisions of the Code and Treasury Regulations and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. Accordingly, we urge each non-United States holder to consult a tax advisor regarding the United States federal, state, local and non-United States income and other tax consequences of acquiring, holding and disposing of shares of our common stock.

Dividends

As described above under “Dividend Policy,” we have not paid any dividends on our common stock and we do not plan to pay any dividends in the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for United States tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent distributions exceed our current and accumulated earnings and profits, the distributions will constitute a return of capital and will first reduce a holder’s adjusted tax basis in the common stock, but not below zero, and then will be treated as gain from the sale of the common stock as described below under “—Gain on Disposition of Common Stock.”

Dividends paid (out of earnings and profits) to a non-United States holder of common stock generally will be subject to United States withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable tax treaty, unless the dividend is effectively connected with the

 

138


Table of Contents

conduct of a trade or business of the non-United States holder within the United States. To receive a reduced rate of withholding under a tax treaty, a non-United States holder must provide us with an Internal Revenue Service, or IRS, Form W-8BEN or other appropriate version of Form W-8 certifying qualification for the reduced rate.

Dividends received by a non-United States holder that are effectively connected with a United States trade or business conducted by the non-United States holder (and, if required by an applicable tax treaty, attributable to a permanent establishment maintained in the United States by such holder) generally are not subject to withholding tax, provided certain certifications are met. Such effectively connected dividends, net of certain deductions and credits, are taxed at the graduated United States federal income tax rates applicable to United States persons, unless an applicable tax treaty provides otherwise. To claim an exemption from withholding because the income is effectively connected with a United States trade or business of the non-United States holder, the non-United States holder must provide a properly executed IRS Form W-8ECI, or such successor form as the IRS designated prior to the payment of dividends. In addition to the graduated tax described above, dividends that are effectively connected with a United States trade or business of a corporate non-United States holder may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty.

A non-United States holder of common stock may obtain a refund or credit of any excess amounts withheld if an appropriate claim for refund is timely filed with the IRS.

Gain on Disposition of Common Stock

Subject to the discussion below under “—Backup Withholding and Information Reporting,” a non-United States holder generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale or other disposition of our common stock unless:

 

   

The gain is effectively connected with a United States trade or business of the non-United States holder (and, if required by an applicable tax treaty, attributable to a permanent establishment maintained in the United States by such holder);

 

   

The non-United States holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

 

   

Our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation” for United States federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or the holder’s holding period for our common stock. We believe that we are not currently, and that we will not become, a United States real property holding corporation for United States federal income tax purposes.

Unless an applicable tax treaty provides otherwise, gain described in the first bullet point above will be subject to United States federal income tax on a net basis at the graduated United States federal income tax rate, applicable to United States persons and, in the case of corporate holders, the branch profits tax may also apply. Gain described in the second bullet point above (which may be offset by certain United States source capital losses) will be subject to a flat 30% United States federal income tax or such lower rate as may be specified by an applicable tax treaty.

If we were to become a United States real property holding corporation at any time during the applicable period described in the third bullet point above, any gain recognized on a disposition of our common stock by a non-United States holder would be subject to United States federal income tax at the graduated United States federal income tax rates applicable to United States persons if the non-United States holder owned (directly, indirectly or constructively) more than 5% of our common stock during the applicable period or our common stock were not “regularly traded on an established securities market” (within the meaning of Section 897(c)(3) of the Code). We believe that our stock will be treated as so traded.

 

139


Table of Contents

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Payments of dividends or of proceeds on the disposition of stock made to a non-United States holder may be subject to backup withholding (currently at a rate of 28%) unless the non-United States holder establishes an exemption, for example, by properly certifying its non-United States status on a Form W-8BEN or another appropriate version of Form W-8. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the beneficial owner is a United States person.

Backup withholding is not an additional tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is timely furnished to the IRS.

 

140


Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices. Furthermore, since only a limited number of shares will be available for sale shortly after this offering because of contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market after the restrictions lapse could adversely affect the prevailing market price for our common stock as well as our ability to raise equity capital in the future.

Based on the number of shares of common stock outstanding as of March 31, 2010, upon completion of this offering, 16,678,781 shares of common stock will be outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of options or warrants. All of the shares sold in this offering will be freely tradable unless held by an affiliate of ours. Except as set forth below, the remaining 10,678,781 shares of common stock outstanding after this offering will be restricted as a result of securities laws or lock-up agreements. These remaining shares will generally become available for sale in the public market as follows:

 

   

No restricted shares will be eligible for immediate sale upon the completion of this offering; and

 

   

Up to 10,678,781 restricted shares will be eligible for sale under Rule 144 or Rule 701 upon expiration of lock-up agreements at least 180 days after the date of this offering, in certain circumstances subject to right of repurchase in our favor and/or volume limitations pursuant to Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, any person who is not an affiliate of ours and has held their shares for at least six months, including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, provided current public information about us is available. In addition, under Rule 144, any person who is not an affiliate of ours and has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares immediately upon the closing of this offering without regard to whether current public information about us is available. Beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours and who has beneficially owned restricted securities for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a number of restricted shares within any three-month period that does not exceed the greater of:

 

   

1% of the number of shares of our common stock then outstanding, which will equal approximately 166,788 shares immediately after this offering; and

 

   

The average weekly trading volume of our common stock on the Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales of restricted shares under Rule 144 held by our affiliates are also subject to requirements regarding the manner of sale, notice and the availability of current public information about us. Rule 144 also provides that affiliates relying on Rule 144 to sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, other than the holding period requirement.

Notwithstanding the availability of Rule 144, the holders of substantially all of our restricted shares have entered into lock-up agreements as described below and their restricted shares will become eligible for sale at the expiration of the restrictions set forth in those agreements.

 

141


Table of Contents

Rule 701

Under Rule 701, shares of our common stock acquired upon the exercise of currently outstanding options or pursuant to other rights granted under our stock plans may be resold, by:

 

   

Persons other than affiliates, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, subject only to the manner-of-sale provisions of Rule 144; and

 

   

Our affiliates, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, subject to the manner-of-sale and volume limitations, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144.

As of March 31, 2010, options to purchase a total of 973,438 shares of common stock were outstanding, of which 571,226 were vested. Of the total number of shares of our common stock issuable under these options, all are subject to contractual lock-up agreements with us or the underwriters described below under “Underwriting” and will become eligible for sale at the expiration of those agreements.

Lock-up Agreements

We, along with our directors, executive officers and substantially all of our other stockholders, optionholders and warrantholders, have agreed that for a period of 180 days after the date of this prospectus, subject to specified exceptions, we or they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock. Upon expiration of the “lock-up” period, certain of our stockholders and warrantholders will have the right to require us to register their shares under the Securities Act. See “Registration Rights” below.

Registration Rights

Upon completion of this offering, the holders of 9,022,418 shares of our common stock and warrants to purchase up to 66,075 shares of our common stock will be entitled to rights with respect to the registration of their shares under the Securities Act, subject to the lock-up arrangement described above. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares purchased by affiliates, immediately upon the effectiveness of the registration statement of which this prospectus is a part. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock. See “Description of Capital Stock—Registration Rights.”

Equity Incentive Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act after the closing of this offering to register the shares of our common stock that are issuable pursuant to our 2006 plan, 2010 plan, directors’ plan and 2010 purchase plan. The registration statements are expected to be filed and become effective as soon as practicable after the completion of this offering. Accordingly, shares registered under the registration statements will be available for sale in the open market following their effective dates, subject to Rule 144 volume limitations and the lock-up arrangement described above, if applicable.

 

142


Table of Contents

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated                     , we have agreed to sell to the underwriters named below, for whom Citigroup Global Markets Inc. is acting as representative, the following respective numbers of shares of common stock:

 

Underwriter

   Number
of Shares

Citigroup Global Markets Inc.

  

Piper Jaffray & Co.

  

Canaccord Genuity Inc.

  

JMP Securities LLC

  
  
  
    

Total

   6,000,000
    

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to 900,000 additional shares from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $             per share. The underwriters and selling group members may allow a discount of $             per share on sales to other broker/dealers. After the initial public offering, the underwriters may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

 

     Per Share    Total
     Without
Over-allotment
   With
Over-allotment
   Without
Over-allotment
   With
Over-allotment

Underwriting discounts and commissions paid by us

   $                 $                 $                 $             

Expenses payable by us

   $                 $                 $                 $             

Certain of our existing stockholders have indicated an interest in purchasing shares of our common stock in this offering. However, because indications of interest are not binding agreements or commitments to purchase, our underwriters may determine not to sell shares in this offering to these stockholders, or these stockholders may decide not to purchase shares in this offering. The underwriters will not receive any underwriting discounts or commissions from any sales of shares to these existing stockholders.

The underwriters have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered. The underwriters will not confirm sales to any accounts over which they exercise discretionary authority without first receiving a written consent from those accounts.

 

143


Table of Contents

We have agreed that, subject to certain limited exceptions, we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the ‘lock-up’ period, we announce that we will release earnings results during the 16-day period beginning on the last day of the ‘lock-up’ period, then in either case the expiration of the ‘lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Citigroup Global Markets Inc. waives, in writing, such an extension.

Our officers, directors and substantially all of our security holders have agreed that, subject to certain limited exceptions, they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the ‘lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless Citigroup Global Markets Inc. waives, in writing, such an extension.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

Our common stock has been approved for listing on the Nasdaq Global Market under the symbol “TSRX.”

From time to time in the ordinary course of their respective businesses, certain of the underwriters and their respective affiliates have provided and may in the future provide financial advisory, commercial banking and/or investment banking services for us for which they may receive customary compensation in the future.

Prior to this offering, there was no public market for our common stock. The initial public offering price was determined by negotiation by us and the representative of the underwriters. The principal factors considered in determining the initial public offering price include:

 

   

The information set forth in this prospectus and otherwise available to the representative;

 

   

Our history and prospects and the history of, and prospects for, the industry in which we compete;

 

   

Our past and present financial performance and an assessment of our management;

 

   

Our prospects for future earnings and the present state of our development;

 

   

The general condition of the securities markets at the time of this offering;

 

   

The recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and

 

144


Table of Contents
   

Other factors deemed relevant by the underwriters and us.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

 

   

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

 

   

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

 

   

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

 

   

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Global Market or otherwise and, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

 

145


Table of Contents

NOTICE TO INVESTORS

Notice to Residents of European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), an offer to the public of shares of our common stock which are the subject of the offering described in this prospectus may not be made in that relevant member state, except that an offer to the public in that relevant member state of shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that relevant member state:

 

   

to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or

 

   

to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

 

   

to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the underwriters for any such offer; or

 

   

in any other circumstances that do not require the publication of a prospectus pursuant to Article 3(2) of the Prospectus Directive,

provided, that no such offer of shares of our common stock shall result in a requirement for the publication by the company or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of shares of our common stock described in this prospectus located in a relevant member state who receives any communication in respect of, or who acquires any shares of our common stock under, the offer contemplated in this prospectus will be deemed to have represented, warranted and agreed to with each underwriter and the company that (a) it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive and (b) in the case of any common stock acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares of our common stock acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any relevant member state, other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the underwriters has been given to the offer or resale; or (ii) where shares of our common stock have been acquired by it on behalf of persons in any relevant member state other than qualified investors, the offer of such shares of our common stock to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase or subscribe for shares of our common stock, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.

Notice to Residents of United Kingdom

This prospectus is only being distributed to, and is only directed at, (a) persons who are outside the United Kingdom or (b) persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investors) that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (ii) high

 

146


Table of Contents

net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant persons should not act or rely on this prospectus or any of its contents.

Notice to Residents of Japan

The underwriters will not offer or sell any of the shares of our common stock directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Residents of Hong Kong

The underwriters and each of their affiliates have not (1) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, any shares of our common stock other than (a) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to the shares of our common stock which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice to Residents of Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of our common stock may not be circulated or distributed, nor may shares of our common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where shares of our common stock are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

147


Table of Contents

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares of our common stock under Section 275 except:

(1) to an institutional investor or to a relevant person, or to any person pursuant to an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

(2) where no consideration is given for the transfer; or

(3) by operation of law.

Notice to Residents of Germany

Each person who is in possession of this prospectus is aware of the fact that no German securities prospectus (Wertpapierprospekt) within the meaning of the Securities Prospectus Act (Wertpapier-prospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published with respect to the shares of our common stock. In particular, each underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering in the Federal Republic of Germany (ôffertliches Angebot) within the meaning of the Act with respect to any of the shares of our common stock otherwise than in accordance with the Act and all other applicable legal and regulatory requirements.

Notice to Residents of France

This prospectus has not been prepared in the context of a public offering of financial securities in France within the meaning of Article L.411-1 of the French Code Monétaire et Financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the “AMF”) and therefore has not been and will not be filed with the AMF for prior approval or submitted for clearance to the AMF. Consequently, the shares of our common stock may not be, directly or indirectly, offered or sold to the public in France and offers and sales of the shares of our common stock may only be made in France to qualified investors (investisseurs qualifiés) acting for their own, as defined in and in accordance with Articles L.411-2 and D.411-1 to D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier. Neither this prospectus nor any other offering material may be released, issued or distributed to the public in France or used in connection with any offer for subscription on sale of the shares of our common stock to the public in France. The subsequent direct or indirect retransfer of the shares of our common stock to the public in France may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code Monétaire et Financier.

Notice to Residents of the Netherlands

The offering of the shares of our common stock is not a public offering in The Netherlands. The shares of our common stock may not be offered or sold to individuals or legal entities in The Netherlands unless (i) a prospectus relating to the offer is available to the public, which has been approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) or by the competent supervisory authority of another state that is a member of the European Union or party to the Agreement on the European Economic Area, as amended or (ii) an exception or exemption applies to the offer pursuant to Article 5:3 of The Netherlands Financial Supervision Act (Wet op het financieel toezicht) or Article 53 paragraph 2 or 3 of the Exemption Regulation of the Financial Supervision Act, for instance due to the offer targeting exclusively “qualified investors” (gekwalificeerde beleggers) within the meaning of Article 1:1 of The Netherlands Financial Supervision Act.

 

148


Table of Contents

LEGAL MATTERS

The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, San Diego, California. Latham & Watkins LLP, San Diego, California, is counsel for the underwriters in connection with this offering.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements at December 31, 2008 and 2009, and for each of the three years in the period ended December 31, 2009, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst  & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the shares of common stock being offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, you should refer to the registration statement and the exhibits filed as part of that document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You may also request a copy of these filings, at no cost, by writing or telephoning us at: 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, (858) 452-0370.

Upon completion of this offering, we will be subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and we will file periodic reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above. We also maintain a website at http://www.triusrx.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.

 

149


Table of Contents

TRIUS THERAPEUTICS, INC.

INDEX TO FINANCIAL STATEMENTS

 

      Page

Report of Independent Registered Public Accounting Firm

   F-2

Balance Sheets as of December 31, 2008 and 2009 and March 31, 2010 (unaudited)

   F-3

Statements of Operations for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010 (unaudited)

  

F-4

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010 (unaudited)

  

F-5

Statements of Cash Flows for the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2009 and 2010 (unaudited)

  

F-8

Notes to Financial Statements

   F-9

 

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Trius Therapeutics, Inc.

We have audited the accompanying balance sheets of Trius Therapeutics, Inc. as of December 31, 2008 and 2009, and the related statements of operations, statements of convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trius Therapeutics, Inc. at December 31, 2008 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Diego, California

February 10, 2010,

except for the paragraph under the caption “Common Stock Split” within Note 1, as to which date is

February 25, 2010

 

F-2


Table of Contents

Trius Therapeutics, Inc.

Balance Sheets

(In thousands except share and per share data)

 

                March 31, 2010     Pro Forma
Stockholders’
Equity at
March 31,
2010
 
    December 31,      
    2008     2009      
                (Unaudited)        
Assets                        

Current assets:

       

Cash and cash equivalents

  $ 14,511      $ 18,259      $ 14,326     

Short-term investments

    7,150        —          —       

Accounts receivable

    657        689        1,196     

Prepaid expenses and other current assets

    492        468        338     
                         

Total current assets

    22,810        19,416        15,860     

Property and equipment, net

    1,035        494        609     

Deferred IPO financing costs

    —          1,378        2,019     

Other assets

    20        90        226     
                         

Total assets

  $ 23,865      $ 21,378      $ 18,714     
                         
Liabilities, convertible preferred stock and stockholders’ equity
(deficit)
                       

Current liabilities:

       

Accounts payable and accrued liabilities

  $ 1,740      $ 1,195      $ 2,076     

Accrued payroll and related expenses

    338        300        375     

Current portion of capital lease obligation

    156        69        33     

Deferred revenue

    37        —          —       

Convertible notes payable

    —          —          19,785      $ —     
                         

Total current liabilities

    2,271        1,564        22,269     

Deferred revenue

    —          166        239     

Capital lease obligation, net of current portion

    71        —          —       

Preferred stock warrant liability

    415        661        656        —     

Convertible notes payable

    —          19,402        —          —     

Convertible preferred stock, $0.0001 par value: 1,676,453 shares authorized at December 31, 2008 and 2009 and March 31, 2010; 1,454,545 shares issued and outstanding at December 31, 2008 and 2009 and March 31, 2010; and liquidation preference of $800 at December 31, 2008 and 2009 and March 31, 2010; no shares issued or outstanding pro forma (unaudited)

    729        729        729        —     

Redeemable convertible preferred stock, $0.0001 par value: 68,168,186 shares authorized at December 31, 2008 and 101,168,185 shares authorized at December 31, 2009 and March 31, 2010; 66,863,641 shares issued and outstanding at December 31, 2008 and 2009 and March 31, 2010; and liquidation preference of $50,500 at December 31, 2008 and 2009 and March 31, 2010; no shares issued or outstanding pro forma (unaudited)

    50,325        50,353        50,361        —     

Stockholders’ equity (deficit):

       

Common stock, $0.0001 par value: 90,000,000 shares authorized at December 31, 2008 and 123,000,000 shares authorized at December 31, 2009 and March 31, 2010; 949,502, 968,230 and 967,406 shares issued and outstanding at December 31 2008 and 2009 and at March 31, 2010, respectively, and 10,678,781 issued and outstanding pro forma (unaudited)

    1        1        1        1   

Additional paid-in capital

    593        1,763        2,003        76,725   

Accumulated other comprehensive income

    12        —          —          —     

Accumulated deficit

    (30,552     (53,261     (57,544     (60,735
                               

Total stockholders’ equity (deficit)

    (29,946     (51,497     (55,540   $ 15,991   
                               

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

  $ 23,865      $ 21,378      $ 18,714     
                         

See accompanying notes.

 

F-3


Table of Contents

Trius Therapeutics, Inc.

Statements of Operations

(In thousands except per share data)

 

     Years Ended December 31,     Three Months Ended March 31,  
     2007     2008     2009         2009             2010      
                       (Unaudited)  

Revenues:

          

NIH grants

   $ 679      $ 429      $ —        $ —        $ —     

Contract research

     141        658        4,980        1,085        1,486   

Collaborations

     345        243        36        —          —     
                                        

Total revenues

     1,165        1,330        5,016        1,085        1,486   

Operating expenses:

          

Research and development

     8,517        20,086        23,049        6,671        4,152   

General and administrative

     1,546        2,290        4,134        996        1,210   
                                        

Total operating expenses

     10,063        22,376        27,183        7,667        5,362   
                                        

Loss from operations

     (8,898     (21,046     (22,167     (6,582     (3,876

Other income (expense):

          

Interest income

     308        582        36        18        —     

Interest expense

     (170     (297     (524     (9     (403

Other income (expense)

     12        (30     (26     3        4   
                                        

Total other income (expense)

     150        255        (514     12        (399
                                        

Net loss

     (8,748     (20,791     (22,681     (6,570     (4,275

Accretion of deferred financing costs on redeemable convertible preferred stock

     (8     (26     (28     (7     (8
                                        

Net loss attributable to common stockholders

   $ (8,756   $ (20,817   $ (22,709   $ (6,577   $ (4,283
                                        

Net loss per share, basic and diluted

   $ (31.72   $ (40.19   $ (31.11   $ (9.83   $ (5.08
                                        

Weighted-average shares outstanding, basic and diluted

     276        518        730        669        843   
                                        

Pro forma net loss per share, basic and diluted (unaudited)

       $ (2.16     $ (.37
                      

Weighted-average pro forma shares outstanding, basic and diluted (unaudited)

         10,403          10,526   
                      

See accompanying notes.

 

F-4


Table of Contents

Trius Therapeutics, Inc.

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands except share and per share data)

 

    Series A-1 Convertible
Preferred Stock
  Series A-2  Redeemable
Convertible

Preferred Stock
  Series B  Redeemable
Convertible

Preferred Stock
  Common Stock   Additional
Paid-In
Capital
    Accumulated
Other
Comprehensive
Income
  Accumulated
Deficit
    Total
Stockholders’

Equity (Deficit)
 
    Shares   Amount   Shares   Amount   Shares   Amount   Shares     Amount        

Balance at December 31, 2006

  1,454,545   $ 729   —     $ —     —     $ —     396,955      $ —     $ 38      $ —     $ (979   $ (941

Issuance of common stock for cash at $0.52 per share

  —       —     —       —     —       —     8,952        —       5        —       —          5   

Repurchases of common stock

  —       —     —       —     —       —     (8,952     —       —          —       —          —     

Issuance of common stock upon the exercise of options for cash at $0.52 per share

  —       —     —       —     —       —     71,754        —       28        —       —          28   

Early exercise of common stock subject to repurchase

  —       —     —       —     —       —     —          —       (37     —       —          (37

Vesting of early-exercised stock options

  —       —     —       —     —       —     —          —       10        —       —          10   

Issuance of Series A-2 redeemable convertible preferred stock in February and November 2007 at $0.55 per share and $103 in financing costs

  —       —     36,363,641     19,896   —       —     —          —       —          —       —          —     

Stock-based compensation—employees

  —       —     —       —     —       —     —          —       55        —       —          55   

Stock-based compensation—consultants

  —       —     —       —     —       —     —          —       7        —       —          7   

Accretion of deferred financing costs on redeemable convertible preferred stock

  —       —     —       8   —       —     —          —       —          —       (8     (8

Net loss and comprehensive loss

  —       —     —       —     —       —     —          —       —          —       (8,748     (8,748
                                                                       

Balance at December 31, 2007

  1,454,545     729   36,363,641     19,904   —       —     468,709        —       106        —       (9,735     (9,629

Issuance of common stock upon exercise of options for cash at $0.52 per share

  —       —     —       —     —       —     480,793        1     248        —       —          249   

Early exercise of common stock subject to repurchase

  —       —     —       —     —       —     —          —       (248     —       —          (248

Vesting of early-exercised stock options

  —       —     —       —     —       —     —          —       143        —       —          143   

Issuance of Series B redeemable convertible preferred stock in March 2008 at $1.00 per share and $104 in financing costs

  —       —     —       —     30,500,000     30,395   —          —       —          —       —          —     

Stock-based compensation—employees

  —       —     —       —     —       —     —          —       303        —       —          303   

Stock-based compensation—consultants

  —       —     —       —     —       —     —          —       41        —       —          41   

See accompanying notes.

 

F-5


Table of Contents

Trius Therapeutics, Inc.

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)—(Continued)

(In thousands except share and per share data)

 

    Series A-1 Convertible
Preferred Stock
  Series A-2  Redeemable
Convertible

Preferred Stock
  Series B  Redeemable
Convertible

Preferred Stock
  Common Stock   Additional
Paid-In
Capital
    Accumulated
Other
Comprehensive
Income
    Accumulated
Deficit
    Total
Stockholders’

Equity (Deficit)
 
    Shares   Amount   Shares   Amount   Shares   Amount   Shares     Amount        

Accretion of deferred financing costs on redeemable convertible preferred stock

  —     $ —     —     $ 13   —     $ 13   —        $ —     $ —        $ —        $ (26   $ (26

Components of comprehensive loss:

                       

Unrealized gain on marketable securities

  —       —     —       —     —       —     —          —       —          12        —          12   

Net loss

  —       —     —       —     —       —     —          —       —          —          (20,791     (20,791
                             

Comprehensive loss

  —       —     —       —     —       —     —          —       —          —          —          (20,779
                                                                         

Balance at December 31, 2008

  1,454,545     729   36,363,641     19,917   30,500,000     30,408   949,502        1     593        12        (30,552     (29,946

Issuance of common stock upon exercise of options for cash at $0.52 and $1.29 per share

  —       —     —       —     —       —     18,728        —       23        —          —          23   

Early exercise of common stock subject to repurchase

  —       —     —       —     —       —     —              (3     —          —          (3

Vesting of early-exercised stock options

  —       —     —       —     —       —     —          —       51        —          —          51   

Stock-based compensation—
employees

  —       —     —       —     —       —     —          —       979        —          —          979   

Stock-based compensation—consultants

  —       —     —       —     —       —     —          —       120        —          —          120   

Accretion of deferred financing costs on redeemable convertible preferred stock

  —       —     —       13   —       15   —          —       —          —          (28     (28

Components of comprehensive loss:

                       

Unrealized loss on marketable securities

  —       —     —       —     —       —     —          —       —          (12     —          (12

Net loss

  —       —     —       —     —       —     —          —       —          —          (22,681     (22,681
                             

Comprehensive loss

                          (22,693
                                                                         

Balance at December 31, 2009

  1,454,545   $ 729   36,363,641   $ 19,930   30,500,000   $ 30,423   968,230      $ 1   $ 1,763      $ —        $ (53,261   $ (51,497
                                                                         

Issuance of common stock upon exercise of options for cash at $1.29 per share

  —       —     —       —     —       —     242        —       —          —          —          —     

Vesting of early-exercised stock options

  —       —     —       —     —       —     —          —       32        —          —          32   

Repurchase of unvested common stock

  —       —     —       —     —       —     (1,066     —       —              —     

Stock-based compensation— employees

  —       —     —       —     —       —     —          —       186        —          —          186   

Stock-based compensation— consultants

  —       —     —       —     —       —     —          —       22        —          —          22   

See accompanying notes.

 

F-6


Table of Contents

Trius Therapeutics, Inc.

Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)—(Continued)

(In thousands except share and per share data)

 

    Series A-1 Convertible
Preferred Stock
  Series A-2  Redeemable
Convertible

Preferred Stock
  Series B  Redeemable
Convertible

Preferred Stock
  Common Stock   Additional
Paid-In
Capital
  Accumulated
Other
Comprehensive
Income
  Accumulated
Deficit
    Total
Stockholders’

Equity (Deficit)
 
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount        

Accretion of deferred financing costs on redeemable convertible preferred stock

  —       —     —       4   —       4   —       —       —       —       (8     (8

Components of comprehensive loss:

                       

Unrealized loss on marketable securities

  —       —     —       —     —       —     —       —       —       —       —          —     

Net loss and comprehensive loss

  —       —     —       —     —       —     —       —       —       —       (4,275     (4,275
                                                                   

Balance at March 31, 2010

  1,454,545   $ 729   36,363,641   $ 19,934   30,500,000   $ 30,427   967,406   $ 1   $ 2,003   $ —     $ (57,544   $ (55,540
                                                                   

See accompanying notes.

 

F-7


Table of Contents

Trius Therapeutics, Inc.

Statements of Cash Flows

(In thousands)

 

     Years Ended December 31,     Three Months Ended
March 31,
 
     2007     2008     2009     2009     2010  

Operating activities

          

Net loss

   $ (8,748   $ (20,791   $ (22,681     $(6,570)      $ (4,275

Adjustments to reconcile net loss to net cash used in operating activities

          

Depreciation and amortization

     263        544        694        149        115   

Stock-based compensation

     62        344        1,099        431        208   

(Gain) loss on remeasurement of preferred stock warrant

     (18     212        245        (11     (5

Amortization of debt issuance costs and investment premium (discount)

     36        75        208        102        —     

Gain on the sale of investments

     —          (13     —          —          —     

Loss on disposal of equipment

     —          —          9        —          —     

Deferred rent

     (33     —          —          —          —     

Interest accrual on convertible notes payable

     —          —          238        —          383   

Deferred revenue

     279        (243     128        —          73   

Changes in operating assets and liabilities:

           —       

Accounts receivable

     (128     (499     (31     (411     (507

Prepaid expenses and other current assets

     (642     173        24        103        141   

Accounts payable and accrued liabilities

     854        840        (544     113        881   

Accrued payroll and related expenses

     (26     (147     9        (2     108   

Other assets

     —          —          (70     (12     (147
                                        

Net cash used in operating activities

     (8,101     (19,505     (20,672     (6,108     (3,025

Investing activities

          

Purchases of short-term investments

     —          (48,399     (3,559     (3,559     —     

Maturities of short-term investments

     —          22,571        10,500        —          —     

Sales of short-term investments

     —          18,703        —          —          —     

Purchases of property and equipment

     (835     (795     (160     (91     (230
                                        

Net cash provided by (used in) investing activities

     (835     (7,920     6,781        (3,650     (230

Financing activities

          

Proceeds from debt financing

     412        —          19,163        —          —     

Payments on debt financing

     (164     (242     (169     (51     (37

Proceeds from issuance of common stock and exercise of stock options

     34        249        23        3        —     

Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs

     19,896        30,395        —          —          —     

Deferred IPO financing costs

     —          —          (1,378     —          (641
                                        

Net cash provided by (used in) financing activities

     20,178        30,402        17,639        (48     (678
                                        

Net increase (decrease) in cash and cash equivalents

     11,242        2,977        3,748        (9,806     (3,933

Cash and cash equivalents at beginning of period

     292        11,534        14,511        14,511        18,259   
                                        

Cash and cash equivalents at end of period

   $ 11,534      $ 14,511      $ 18,259      $ 4,705      $ 14,326   
                                        

Supplemental cash flow information

          

Cash paid for interest

   $ 36      $ 44      $ 18      $ 6      $ 1   
                                        

Issuance of preferred stock warrants in connection with capital leases

   $ 124      $ —        $ —        $ —        $ —     
                                        

See accompanying notes.

 

F-8


Table of Contents

Trius Therapeutics, Inc.

NOTES TO FINANCIAL STATEMENTS

Note 1—Organization and Summary of Significant Accounting Policies

Organization

Trius Therapeutics, Inc. (the “Company”) was originally incorporated in California in June 2004 as RexC Pharmaceuticals, Inc. and changed its name to Rx3 Pharmaceuticals, Inc. in September 2004. In February 2007, the Company changed its name to Trius Therapeutics, Inc. and reincorporated in Delaware in December 2007. The Company is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections.

Common Stock Split

On February 9, 2010, the Company’s board of directors approved a 1 for 8.6 reverse stock split of the Company’s outstanding common stock. The reverse split became effective on February 24, 2010. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.

Liquidity

The Company has incurred net losses from operations since its inception and had a deficit accumulated of $57.5 million as of March 31, 2010. To date, the Company has no product candidates that have been approved for marketing and sale, and management expects operating losses to continue through the foreseeable future until any of its product candidates are approved and commercialized. In order to continue its operations, the Company must raise additional funds through equity or debt financings or generate revenues from collaborative partners through a combination of research funding, up-front license fees, milestone payments and royalties or revenue. There can be no assurance that the Company will be able to obtain additional equity or debt financing on terms acceptable to the Company, or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. Management believes that the Company has sufficient capital to fund its operations at least through December 31, 2010.

Reclassification

Cash flows associated with deferred initial public offering (“IPO”) financing costs were reclassified from operating activities to financing activities for the year ended December 31, 2009 to better reflect the nature of the cash flows.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities three months or less from the date of purchase to be cash equivalents.

Short-term Investments

The Company classifies all securities as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. These securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive loss until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis.

 

F-9


Table of Contents

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity.

Accounts Receivable

Accounts receivable at March 31, 2010 and at December 31, 2009 and 2008 represent amounts due under a federal contract with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”).

Property and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful economic lives of the related assets.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. The Company will record impairment losses on long-lived assets used in operations when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. While the Company’s current and historical operating losses and cash flows are indicators of impairment, the Company believes the future cash flows to be received support the carrying value of its long-lived assets and, accordingly, the Company has not recognized any impairment losses through March 31, 2010.

Deferred Public Offering Costs

Deferred public offering costs totaling $2.0 million at March 31, 2010 and $1.4 million and $0 at December 31, 2009 and 2008, respectively, are included in Other Assets. These costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public sale of the Company’s common stock. There were no IPO costs incurred prior to 2009. Future costs related to the Company’s IPO activities will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If the Company terminates its plan for an IPO, any costs deferred will be expensed immediately.

Preferred Stock Warrant Liability

Warrants to purchase the Company’s convertible preferred stock are classified as liabilities and are recorded at estimated fair value. At each reporting period, any change in fair value of the freestanding warrants is recorded as interest expense (income).

Unaudited Interim Financial Data

The accompanying balance sheet as of March 31, 2010, statements of operations and of cash flows for the three months ended March 31, 2009 and 2010 and the statements of convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2010 are unaudited. The unaudited interim financial statements

 

F-10


Table of Contents

have been prepared on a basis consistent with the audited financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) considered necessary to state fairly the Company’s financial position as of March 31, 2010 and the results of operations and cash flows for the three months ended March 31, 2009 and 2010. The financial data and other information disclosed in these notes to the financial statements related to the three-month periods ended March 31, 2009 and 2010 are unaudited. The results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010 or for any other interim period.

Unaudited Pro Forma Stockholders’ Equity

In November 2009, the Company’s Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission (“SEC”) to sell shares of its common stock to the public in an IPO. The Company filed its initial S-1 registration statement with the SEC on November 6, 2009. All of the Company’s convertible preferred stock outstanding at March 31, 2010 will convert into 7,943,959 shares of common stock upon completion of the IPO, assuming a conversion ratio of one share of common stock for every 8.6 shares of convertible preferred stock. Unaudited proforma stockholders’ equity assumes the balance of the Company’s convertible notes payable and related accrued interest will convert into 1,767,416 shares of common stock and the Company will recognize an estimated beneficial conversion charge of $2.9 million upon completion of the IPO, assuming an initial public offering price of $13.00 per share and assuming the conversion occurs on June 17, 2010. Unaudited pro forma stockholders’ equity also assumes the conversion of all preferred stock into shares of common stock and the conversion of all outstanding warrants exercisable to purchase 568,271 shares of preferred stock into warrants exercisable to purchase 66,075 shares of common stock, resulting in the preferred stock warrant liability being reclassified to additional paid-in capital.

Revenue Recognition

The Company’s revenues generally consist of federal contract and grant revenues and fees for research services from license or collaboration agreements. The Company recognizes revenues when all four of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery of the products and/or services has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured.

For arrangements that include multiple deliverables, the Company identifies separate units of accounting if certain criteria are met. The consideration for the arrangement is allocated to the separate units of accounting based on their relative fair values. Applicable revenue recognition criteria are considered separately for each unit of accounting. The Company recognizes revenue on development and collaboration agreements, including upfront payments, when they are considered combined units of accounting, over the expected life of the development and collaboration agreement on a straight-line basis. Amounts received in advance of services performed are recorded as deferred revenue until earned.

Research and Development Expenses

Research and development expenses include related salaries, benefits, license fees paid to third parties for use of their intellectual property, stock-based compensation, costs to third-party contractors to perform research, conduct clinical trials and develop drug materials, research supplies, associated overhead expenses and facilities costs. Research and development costs are expensed as incurred.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain.

 

F-11


Table of Contents

Stock-Based Compensation

The Company accounts for stock compensation by measuring and recognizing compensation expense for all share based payments made to employees and directors based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of share-based awards to employees and directors using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs.

Stock options granted to non-employees are accounted for using the fair value approach. Stock options granted to non-employees are subject to periodic revaluation over their vesting terms.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company’s only component of other comprehensive income (loss) is unrealized gains (losses) on available-for-sale securities.

Income Taxes

The Company adopted the new provisions of the accounting guidance on accounting for uncertainty in income taxes on January 1, 2007. The revised guidance prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Upon implementation of the revised guidance, the Company had no unrecognized tax benefits. As of March 31, 2010, there are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the Company’s effective tax rate.

The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized.

Net Loss per Common Share

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, preferred stock, stock options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.

 

F-12


Table of Contents

The following table presents the computation of basic and diluted net loss per common share (in thousands, except per share data):

 

    Years Ended December 31,     Three Months Ended
March 31,
 
    2007     2008     2009     2009     2010  

Historical net loss per share

         

Numerator

         

Net loss attributable to common stockholders

  $ (8,756   $ (20,817   $ (22,709   $ (6,577   $ (4,283

Denominator

         

Weighted-average common shares outstanding

    404        879        953        951        968   

Less: Weighted-average shares subject to repurchase

    (128     (361     (223     (282     (125
                                       

Denominator for basic and diluted net loss per share

    276        518        730        669        843   
                                       

Basic and diluted net loss per share

  $ (31.72   $ (40.19   $ (31.11   $ (9.83   $ (5.08
                                       

Pro forma net loss per common share (unaudited)

         

Numerator

         

Net loss attributable to common stockholders

      $ (22,709     $ (4,283

Add: Pro forma adjustment related to interest expense on convertible notes payable

        238          383   
                     

Net loss used to compute pro forma net loss per share

      $ (22,471     $ (3,900
                     

Denominator

         

Basic and diluted weighted-average common shares, as used above

        730          843   

Add: Pro forma adjustments to reflect assumed weighted-average effect of conversion of convertible preferred stock

        7,944          7,944   

Pro forma adjustments to reflect assumed weighted average effect of conversion of convertible notes payable

        1,729          1,739   
                     

Weighted-average shares used in computing pro forma basic and diluted net loss per common share

        10,403          10,526   
                     

Pro forma basic and diluted net loss per common share

      $ (2.16     $ (.37
                     

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common equivalent shares):

 

     As of December 31,    Three Months Ended
March 31,
     2007    2008    2009    2009    2010

Preferred stock

   4,397,455    7,943,959    7,943,959    7,943,959    7,943,959

Preferred stock warrants

   66,075    66,075    66,075    66,075    66,075

Common stock subject to repurchase

   127,709    323,961    136,577    273,827    103,068

Common stock options

   715,921    767,718    974,175    933,788    973,438
                        
   5,307,160    9,101,713    9,120,786    9,217,649    9,086,540
                        

 

F-13


Table of Contents

Segments

The Company operates in only one segment. Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision making.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements. ASU No. 2009-13 requires companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third-party evidence of value is not available. The new accounting guidance is effective beginning January 1, 2011, and earlier application is permitted. The Company is currently evaluating both the timing and impact of the pending adoption of the new accounting guidance on its financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends Accounting Standards Codification (“ASC”) 820, Fair Value Measures and Disclosures. ASU No. 2010-06 amends ASC 820 to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC 820 as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (January 1, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires new disclosures only, and has no financial impact on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements, which amends ASC 855, Subsequent Events. ASU No. 2010-09 requires evaluation of subsequent events through the date the financial statements are issued for SEC filers, amends the definition of SEC filer, and changes required disclosures. The new accounting guidance is effective on February 24, 2010 and did not have a material financial impact on the Company’s financial statements upon adoption.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

Note 2—Balance Sheet Components

Cash, Cash Equivalents and Short-Term Investments

Cash, cash equivalents and short-term investments totaled $21.7 million, $18.3 million and $14.3 million as of December 31, 2008 and 2009, and March 31, 2010, respectively. Short-term investments classified as available-for-sale securities at December 31, 2008 had an amortized cost of $7.1 million, gross unrealized gains of $12,000, and an estimated fair value of $7.1 million. There were no short-term investments at December 31, 2009 and at March 31, 2010. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity.

Fair Value Measurements

The Company’s financial instruments consist principally of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued liabilities, long-term warrant liabilities related to warrants to purchase preferred stock and convertible notes payable. Marketable securities consist of available-for-sale securities that are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity. Effective January 1, 2008, the Company adopted new accounting guidance which defines fair value, establishes a framework for measuring

 

F-14


Table of Contents

fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. The new guidance requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The adoption of the new guidance did not have a material impact on the Company’s financial statements. The Company measures available-for-sale securities at fair value on a recurring basis. The fair value of cash equivalents and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The fair value of long-term preferred stock warrant liabilities is determined based on “Level 3” inputs and utilizing the Black-Scholes option pricing model. The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the period from adoption through March 31, 2010.

 

     Fair Value
Measurements at
Reporting Date Using
Significant
Unobservable Inputs
(Level 3)
 
     (In thousands)  

Balance at January 1, 2008

   $   

Transfer of preferred stock warrant liabilities to Level 3 upon adoption

     203   

Changes in fair value

     212   
        

Fair value at December 31, 2008

     415   

Changes in fair value

     246   
        

Fair value at December 31, 2009

     661   

Changes in fair value

     (5
        

Fair value at March 31, 2010

   $ 656   
        

Property and Equipment, Net

 

     December 31,     March 31,
2010
 
     2008     2009    
     (In thousands)  

Lab equipment

   $ 1,236      $ 1,285      $ 1,378   

Furniture and fixtures

     110        112        92   

Office and computer equipment

     325        387        304   

Software

     56        87        71   

Leasehold improvements

     308        314        284   
                        
     2,035        2,185        2,129   

Less accumulated depreciation

     (1,000     (1,691     (1,520
                        
   $ 1,035      $ 494      $ 609   
                        

 

F-15


Table of Contents

Depreciation expense was $263,000, $544,000 and $694,000 for the years ended December 31, 2007, 2008 and 2009, respectively, and $149,000 and $115,000 for the three months ended March 31, 2009 and 2010, respectively. The depreciation of equipment under capital leases is included in depreciation expense.

Accounts Payable and Accrued Liabilities

 

     December 31,    March 31,
2010
     2008    2009   
     (In thousands)

Accounts payable

   $ 412    $ 608    $ 1,730

Accrued research and development contracts

     1,328      587      346
                    
   $ 1,740    $ 1,195    $ 2,076
                    

Note 3—Significant Agreements and Contracts

License Agreements

In January 2007, the Company entered into a license agreement whereby the Company acquired the rights to certain proprietary materials and information related to DA-7128 (now known as torezolid phosphate) from Dong-A Pharmaceuticals. As consideration for the license, the Company paid an up-front non-refundable, non-creditable payment of $500,000 in February 2007. The Company also paid $700,000 in December 2007, $500,000 in September 2008 and $2.5 million in November 2009 related to milestones under the license agreement. The Company recorded the payments as research and development expense. The agreement requires future payments of up to an aggregate of $13.0 million between completion of Phase 2 and registration of the product in various regions. The agreement terminates upon the expiration of the last royalty term for a licensed product. Either party may terminate the agreement upon 90 days’ prior written notice to the other upon or after a material, uncured default by the other party. The Company may terminate the agreement by sending Dong-A Pharmaceuticals 90 days’ advance written notice where the Company decides to discontinue development or commercialization of products for any reason. Dong-A Pharmaceuticals may terminate the agreement by sending 90 days’ advance written notice to the Company in the event that the Company fails to meet specified development and commercialization efforts within specified time periods.

In August 2004, the Company entered into a license agreement whereby the Company acquired the rights to certain proprietary materials and information related to two antibiotic discovery programs from Takeda San Diego, Inc. As consideration for the license, the Company paid a $50,000 initial license fee in March 2006 and a subsequent license fee of $75,000 in July 2006, and it also paid a final license fee of $375,000 in March 2007. The Company recorded the payments as research and development expense. The agreement requires no further milestone and/or royalty payments. In connection with the final license fee payment, the Company received a perpetual, fully assignable and sublicensable, non-exclusive royalty free license to the materials and information and exclusive ownership of the developments.

Contract Research

In September 2008, the Company entered into a five-year federal contract with NIAID under which the Company is advancing the development of a novel gram-negative antibiotic. This is a cost reimbursement contract with total payments of up to $27.7 million. The Company recognizes revenues under this contract as the services are performed. The Company recorded revenues under this contract of $658,000 and $5.0 million for the years ended December 31, 2008 and 2009, respectively, and $1.1 million and $1.5 million for the three months ended March 31, 2009 and 2010, respectively. NIAID can terminate the contract upon delivering notice to the Company for default or convenience. Upon receipt of a notice of termination, the Company must discontinue contract activities and NIAID must pay the Company a final settlement based on eligible expenses incurred

 

F-16


Table of Contents

under the contract. As of March 31, 2010, the Company has not received a notice of termination relative to contract activities. Amounts received in advance of services performed are recorded as deferred revenue until earned.

The Company has entered into various other service contracts with third parties for research efforts. The Company recognizes revenues as services are performed. Revenues under these contracts were $141,000 for the year ended December 31, 2007. There were no revenues recognized under these contracts for the years ended December 31, 2008 and 2009 or for the three months ended March 31, 2009 and 2010. Amounts received in advance of services performed are recorded as deferred revenue until earned. All such research contracts had expired as of December 31, 2007.

NIH Grants

In July 2008, the Company completed services in connection with the most recent of its small business innovation research grants from the NIH. The Company recorded revenues under these grants of $679,000 and $429,000 for the years ended December 31, 2007 and 2008, respectively. There were no NIH grant revenues recorded for the year ended December 31, 2009 or for the three months ended March 31, 2009 and 2010.

Collaborations

In April 2007, the Company entered into a collaboration and license agreement with Rishi Pharmaceuticals, Inc. (“Rishi”) whereby the Company licensed certain compounds and intellectual property related to a preclinical research program to Rishi and Rishi agreed to support the cost of two Trius employees for a minimum of one year to further the compound’s development. The Company received an up-front payment of $250,000 which along with employee funding are recognized as the services are performed. Revenues recognized under this contract were $345,000, $243,000 and $36,000 for the years ended December 31, 2007, 2008 and 2009, respectively, and $0 and $0 for the three months ended March 31, 2009 and 2010, respectively. The Company will receive product royalty revenue from Rishi if the compounds become marketed products. The collaboration and license agreement expires upon the expiration of the last royalty term for a licensed product. Rishi may terminate the agreement at any time upon 30 days prior written notice. Either party may terminate the agreement upon a material, uncured breach by the other party.

Note 4—Financing Obligations

In January 2005, the Company completed the $75,000 financing of laboratory equipment purchased under a capital lease arrangement with Forsythe Biotechnology Group (“Forsythe”). The lease had an effective interest rate of 16.3% and a term of 27 months.

In 2005, 2006 and 2007, the Company financed previously purchased equipment for $340,000, $449,000 and $393,000, respectively, with Forsythe and VenCore Solutions LLC. Under the agreements, the Company is leasing the equipment over a period of 36 months. The Company is accounting for the agreements as capital leases with effective interest rates ranging from 8.6% to 15.5%.

The minimum lease payments as of December 31, 2009 are as follows:

 

Year Ending December 31,

  

Amount

 
     (In thousands)  

2010

   $ 73   
        

Total minimum lease payments

     73   

Less:

  

amount representing interest

     (2

unamortized debt discount

     (2

current portion

     (69
        

Capital lease obligation, net of current portion

   $   
        

 

F-17


Table of Contents

The Company also entered into an $8.0 million venture loan facility with TriplePoint Capital LLC in October 2007 under which the Company could draw down $3.0 million initially and an additional $5 million upon meeting the following two milestones: (1) issuance of additional shares of Series A-1 convertible preferred stock for gross proceeds of $14 million and (2) confirmation of the first human dose in a Phase 1 clinical trial of torezolid phosphate. The Company allowed the facility to expire unused on December 31, 2008.

In conjunction with its capital lease financing arrangements and venture loan facility, the Company has issued warrants to purchase shares of Series A-1 convertible preferred stock and shares of Series A-2 redeemable convertible preferred stock (see Note 5). The unamortized debt discount related to the warrants was $13,000, $2,000 and $0, respectively, at December 31, 2008 and 2009 and March 31, 2010.

Note 5—Preferred Stock Warrants

During 2004, 2005 and 2006, in conjunction with its financing arrangements, the Company issued warrants to purchase 140,909, 40,909 and 40,090, respectively, of shares of Series A-1 convertible preferred stock at $0.55 per share and in 2007, issued warrants to purchase an aggregate of 346,363 shares of Series A-2 redeemable convertible preferred stock at $0.55 per share. The preferred stock warrants expire between 6 and 10 years from the date of issuance. The fair values of the preferred stock warrants on the dates issued ranged from $0.35 to $0.44 per share and were computed using the Black-Scholes valuation model.

In June 2005, new accounting guidance was issued regarding accounting for certain financial instruments with characteristics of both liabilities and equity which was effective for all periods presented after July 1, 2005 and concluded that warrants for shares of redeemable instruments should be accounted for as liabilities. Increases or decreases in the fair value of such warrants are recorded as other financing income or expense in the statement of operations.

The following is a table summarizing the preferred stock warrants outstanding (in thousands, except share and per share data):

 

    December 31, 2008   December 31, 2009   March 31, 2010
    Warrants
Outstanding
  Fair
Value
  Weighted-
Average
Exercise Price
  Warrants
Outstanding
  Fair
Value
  Weighted-
Average
Exercise Price
  Warrants
Outstanding
  Fair
Value
  Weighted-
Average
Exercise Price

Series A-1 & A-2 Warrants

  568,271   $ 415   $ 0.55   568,271   $ 661   $ 0.55   568,271   $ 656   $ 0.55
                                               

The fair value of the preferred stock warrants is classified as a liability on the balance sheet and is adjusted to fair value at the end of each reporting period. Such fair values were estimated using the Black-Scholes option pricing model, based on the following assumptions:

 

     Years Ended December 31,    Three months ended March 31,
     2007    2008    2009    2009    2010

Expected volatility

   60% – 72%    66%    70%    66%    70%

Expected term (in years)

   4.0 – 10.0    3.0 – 9.0    2.0 – 8.0    2.7 – 8.2    1.7 – 7.2

Risk-free interest rate

   3.70% – 4.70%    2.25%    2.54%    2.13%    1.02% – 3.28%

Expected dividend yield

   0%    0%    0%    0%    0%

The increase (decrease) in the fair value of the preferred stock warrants totaled $(18,000), $212,000 and $246,000 for the years ended December 31, 2007, 2008 and 2009, respectively, and $(11,000) and $(5,000) for the three months ended March 31, 2009 and 2010, respectively. These changes in the preferred stock warrant liability are included in interest expense or interest income in the statement of operations. All outstanding preferred stock warrants are exercisable as of December 31, 2009 and March 31, 2010.

 

F-18


Table of Contents

Note 6—Convertible Notes Payable

In November 2009, the Company sold $19.2 million in aggregate principal amount of secured convertible promissory notes (the “2009 Notes”) in a private placement to certain existing investors and other parties with whom it had substantive, pre-existing relationships. The 2009 Notes are secured by a first priority security interest in all of the Company’s assets and are convertible into equity upon the occurrence of certain events. The 2009 Notes accrue interest at a rate of 8% per annum and have a maturity date of the earlier of (1) January 31, 2011 or (2) the sale of the company, or all or substantially all of its assets. The 2009 Notes (including interest thereon) are automatically convertible into common stock upon completion of the IPO at a 12.5% discount to the IPO price. The 2009 Notes (including interest thereon) are convertible into shares of Series B redeemable convertible preferred stock at the option of the holders of the 2009 Notes at a conversion price of $1.00 per share if the Company experiences a change in control prior to an IPO. The Company recorded $238,000 and $383,000 of interest expense related to the notes for the year ended December 31, 2009 and the three months ended March 31, 2010, respectively.

The conversion options embedded in the 2009 Notes were evaluated to determine whether they met the definition of a derivative instrument. The conversion options only provide for gross physical settlement in shares that are currently not readily convertible into cash. Due to the conversion options lacking net settlement features, the conversion options are not currently considered derivatives. As such, the Company has not bifurcated the conversion options and accounted for them separately at fair value.

The fair value of the 2009 Notes approximated the carrying value as of December 31, 2009 and March 31, 2010 due to the recent issuance of such notes.

Note 7—Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Convertible Preferred Stock

The Company’s Amended and Restated Certificate of Incorporation authorize the Company to issue shares of Series A-1 convertible preferred stock and Series A-2 and B redeemable convertible preferred stock, which hereafter are collectively referred to as convertible preferred stock.

A summary of convertible preferred stock is as follows (in thousands, except share and per share data):

 

     Issued
Price per
Share
   December 31, 2008 and 2009               
      Shares
Authorized
and
Designated
   Issued and
Outstanding
Shares
   Aggregate
Liquidation
Preference
   Carrying
Value at
December 31,
2008
   Carrying
Value at
December 31,
2009
   Carrying
Value at
March 31,
2010

Series A-1

   $ 0.55    1,676,453    1,454,545    $ 800    $ 729    $ 729    $ 729

Series A-2

     0.55    37,168,185    36,363,641      20,000      19,917      19,930      19,934

Series B

     1.00    31,000,000    30,500,000      30,500      30,408      30,423      30,427
                                        

Total

      69,844,638    68,318,186    $ 51,300    $ 51,054    $ 51,082    $ 51,090
                                        

In March 2006 through June 2006, the Company issued 1,454,545 shares of Series A-1 convertible preferred stock at $0.55 per share for cash proceeds of $729,000, net of offering costs.

In February and November 2007, the Company issued 36,363,641 shares of Series A-2 redeemable convertible preferred stock at $0.55 per share for cash proceeds of $19.9 million, net of offering costs.

In March 2008, the Company issued 30,500,000 shares of Series B redeemable convertible preferred stock at $1.00 per share for net cash proceeds of $30.4 million, net of offering costs.

 

F-19


Table of Contents

All preferred stock is convertible into common stock based on the relationship of the original issue price and the then effective conversion price for each series of stock, subject to adjustments for anti-dilution. All preferred shares will automatically convert at a ratio of one share of common stock for every 8.6 shares of preferred stock upon the earlier of: (1) consent of a majority of the voting power represented by the outstanding shares of preferred stock, and (2) immediately upon the closing of an underwritten public offering of common stock if the per share public offering price (prior to underwriter commissions and expenses) is at least $17.20 (as adjusted for stock splits, dividends, recapitalizations and the like after the filing date hereof), and net cash proceeds to the Company are at least $30.0 million.

The redemption provisions of the Series A-2 and Series B redeemable convertible preferred stock stipulate that, upon the request of the holders of at least 66 2/3% of the then outstanding shares of the Series A-2 and Series B redeemable convertible preferred stock, voting together as a separate class on an as-if-converted basis, may require the Company to redeem all of the then outstanding shares in three annual installments beginning not prior to March 19, 2015, and ending on the date two years from the first redemption date. The redemption price is equal to the original issue price of $0.55 and $1.00 per share for the Series A-2 and Series B redeemable convertible preferred stock, respectively, (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) plus declared and unpaid dividends with respect to such shares.

Holders of the Series B redeemable convertible preferred stock and Series A-2 convertible preferred stock are entitled to non-cumulative dividends at an annual rate of 8% of the original issue price when and if declared by the Board of Directors and in preference to the Series A-1 convertible preferred stock and common stock. The Series A-1 convertible preferred stockholders are entitled to noncumulative annual dividends of 5% of the original issue price, payable if and when declared by the Board of Directors. To date, the Company has not declared any dividends.

The preferred stockholders have voting rights equal to the common shares they would own upon conversion. Common stockholders have voting rights equal to the number of shares held.

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series B redeemable convertible preferred stock and Series A-2 redeemable convertible preferred stock have a per share liquidation preference equal to the original purchase price per share of the Series B redeemable convertible preferred stock of $1.00 per share and the Series A-2 redeemable convertible preferred stock, of $0.55 per share, plus all declared and unpaid dividends for each such share of Series B redeemable convertible preferred stock and Series A-2 redeemable convertible preferred stock, respectively. The liquidation preference of the Series B redeemable convertible preferred stock and the Series A-2 redeemable convertible preferred stock shall have preference over the Series A-1 convertible preferred stock and common stock. The holders of Series A-1 convertible preferred stock have a per share liquidation preference equal to the original purchase price per share of the Series A-1 convertible preferred stock of $0.55 per share, plus all declared and unpaid dividends for each such share of Series A-1 convertible preferred stock and shall have preference over the common stockholders. After payment of the liquidation preferences, the preferred stockholders are entitled to participate on a pro rata basis with common stockholders in the liquidation of the remaining assets.

In the event of a change in control whereby the Company: (a) is involved in any liquidation or winding up of the Company, whether voluntary or not, (b) sells or disposes of all or substantially all of the assets of the Company, or (c) effects any other transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, then a “deemed liquidation” event occurs whereby the convertible preferred stockholders are entitled to receive their liquidation preferences described above. This change in control provision and the stock conversion provision described above require the Company to classify this convertible preferred stock outside of stockholders’ equity because under those circumstances, the redemption of the convertible preferred stock is outside the control of the Company.

The Company has evaluated each of its series of convertible preferred stock and determined that each should be considered an “equity host” and not a “debt host.” This evaluation is necessary to determine if any

 

F-20


Table of Contents

embedded features require bifurcation and therefore, would be required to be accounted for separately as a derivative liability. The Company’s analysis followed the “whole instrument approach” which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the preferred stock and more specifically evaluated all the stated and implied substantive terms and features of such stock, including: (1) whether the preferred stock included redemption features; (2) how and when any redemption features could be exercised; (3) whether the preferred stockholders were entitled to dividends; (4) the voting rights of the preferred stock; and (5) the existence and nature of any conversion rights. As a result of the Company’s determination that each series of its convertible preferred stock is an “equity host,” the Company determined that the embedded conversion option does not require bifurcation as a derivative liability.

Common Stock Reserved for Issuance

The following table summarizes shares of common stock reserved for future issuance of the following:

 

     December 31,
2009
   March 31,
2010

Convertible preferred stock

   7,943,959    7,943,959

Warrants for preferred stock

   66,075    66,075

Common stock options outstanding

   974,175    973,438

Common stock options available for future grant

   43,045    44,602
         

Total common shares reserved for issuance

   9,027,254    9,028,074
         

In addition, the 2009 Notes are contingently convertible into a variable number of shares of common stock upon completion of the IPO at a 12.5% discount to the IPO price.

Note 8—Stock-based Compensation

During 2006, the Company adopted an equity compensation plan, the 2006 Equity Incentive Plan (the “Plan”), for eligible employees, officers, directors, advisors and consultants. The Plan provides for the grant of up to 1,588,495 incentive and nonstatutory stock options. The terms of the stock option agreements, including vesting requirements, are determined by the Board of Directors, subject to the provisions of the Plan. Options granted by the Company generally vest over four years and are exercisable after they have been granted and up to ten years from the date of grant. The exercise price of the incentive stock options must equal at least the fair market value of the stock on the date of grant. If an optionholder exercises an option prior to the vesting of such option, the Company has the right, in the event of termination of employment, to repurchase unvested shares issued under the Plan at the original issue price.

The Company accounts for cash received in consideration for the early-exercise of unvested stock options as a current liability, included as a component of accrued liabilities in the Company’s balance sheets. As of December 31, 2008 and 2009 and March 31, 2010, there were 323,961, 136,577 and 103,068 unvested shares of the Company’s common stock outstanding, respectively, and $132,000, $85,000 and $52,000 of related recorded liability, respectively, which is included in accrued liabilities.

 

F-21


Table of Contents

The following table summarizes stock option activity under the Plan:

 

     Shares     Weighted-
Average
Exercise
Price
   Weighted-
Average
Remaining
Contractual
Term (years)

Balance at January 1, 2006

   —          

Granted

   59,213      $ 0.52   
           

Balance at December 31, 2006

   59,213        0.52    9.61

Granted

   731,254        0.52   

Exercised

   (71,754     0.52   

Canceled

   (2,792     0.52   
           

Balance at December 31, 2007

   715,921        0.52    9.30

Granted

   541,310        1.20   

Exercised

   (480,793     0.52   

Canceled

   (8,720     0.69   
           

Options outstanding at December 31, 2008

   767,718        1.03    9.04

Granted

   260,602        2.32   

Exercised

   (18,728     1.23   

Canceled

   (35,417     1.29   
           

Options outstanding at December 31, 2009

   974,175        1.36    8.36

Exercised

   (242     1.29   

Canceled

   (495     0.72   
           

Options outstanding at March 31, 2010

   973,438      $ 1.36    8.10
           

Options vested at March 31, 2010

   571,226      $ 1.02    7.81
           

The aggregate intrinsic value of options outstanding as of December 31, 2009 and March 31, 2010 was $11.2 million and $11.3 million, respectively. The aggregate intrinsic value of options exercisable as of December 31, 2009 and March 31, 2010 was $10.2 million and $10.5 million, respectively.

At December 31, 2009 and March 31, 2010, there was approximately $1.8 million and $1.5 million, respectively, of total unrecognized compensation costs related to outstanding options granted which is expected to be recognized over a weighted average period of 2.67 and 2.18 years, respectively.

Compensation cost for stock options granted to employees is based on the estimated grant-date fair value and is recognized over the vesting period of the applicable option on a straight-line basis. The estimated per share weighted-average fair value of stock options granted to employees during the years ended December 31, 2007, 2008 and 2009 was $0.34, $2.75 and $5.76, respectively. There were no stock options granted to employees during the three months ended March 31, 2010.

 

F-22


Table of Contents

As stock-based compensation expense recognized is based on options ultimately expected to vest, the expense has been reduced for estimated forfeitures. The fair value of each employee option grant during the years ended December 31, 2007, 2008 and 2009 and for the three months ended March 31, 2009 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 

    Years Ended December 31,   Three Months Ended
March 31,

2009
    2007   2008   2009  

Expected volatility

  61%   54%   67%   66%

Expected term (in years)

  5.71 – 6.14   5.89 – 6.14   4.96 – 6.10   4.96 – 6.07

Risk-free interest rate

  2.96% – 4.69%   3.24% – 3.50%   1.70% – 2.79%   1.70% – 2.32%

Expected dividend yield

  0%   0%   0%   0%

Expected Volatility. The expected volatility rate used to value stock option grants is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the pharmaceutical and biotechnology industry in a similar stage of development.

Expected Term. The Company elected to utilize the “simplified” method for “plain vanilla” options to value stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.

Risk-free Interest Rate. The risk-free interest rate assumption was based on zero-coupon United States Treasury instruments that had terms consistent with the expected term of our stock option grants.

Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future.

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. The Company estimates forfeitures based on its historical experience.

 

F-23


Table of Contents

The following table summarizes recent stock option grant activity:

 

Grant Date

   Number
of Shares
Subject
to
Options
Granted
   Exercise
Price per
Share
   Estimated
Fair Value of
Common
Stock per
Share at
Date of Grant
   Intrinsic
Value at
Date of Grant

July 19, 2006

   43,496    $ 0.52    $ 0.52    $ —  

September 21, 2006

   11,532      0.52      0.52      —  

November 16, 2006

   4,185      0.52      0.52      —  

January 19, 2007

   7,441      0.52      0.52      —  

March 21, 2007

   454,063      0.52      0.52      —  

May 17, 2007

   118,599      0.52      0.52      —  

July 19, 2007

   94,183      0.52      0.52      —  

September 20, 2007

   48,830      0.52      0.52      —  

November 28, 2007

   8,138      0.52      0.52      —  

January 10, 2008

   32,557      0.52      0.52      —  

May 21, 2008

   426,782      1.29      3.78      1,064,394

July 17, 2008

   53,486      1.29      3.78      133,394

September 25, 2008

   28,485      1.29      3.78      71,042

January 9, 2009

   102,646      1.29      6.28      511,998

February 10, 2009

   46,510      1.29      6.28      231,992

March 17, 2009

   16,393      1.29      6.28      81,768

September 17, 2009

   62,496      2.32      7.57      327,854

November 4, 2009

   17,441      7.57      10.23      46,393

December 8, 2009

   15,116      7.57      10.23      40,209

Stock options granted to non-employees are accounted for using the fair value approach. The fair value of non-employee option grants are estimated using the Black-Scholes option-pricing model and are re-measured over the vesting term as earned. The estimated fair value is expensed over the applicable service period. During the years ended December 31, 2007, 2008 and 2009, the Company granted 30,698, 13,372 and 10,581 options to non-employees to purchase shares of common stock, respectively. There were no stock options granted to non-employees during the three months ended March 31, 2010.

In connection with the non-employee options, the Company recognized expense of $7,000, $41,000 and $120,000 during the years ended December 31, 2007, 2008 and 2009, respectively, and $21,000 and $22,000 for the three months ended March 31, 2009 and 2010, respectively.

For purposes of estimating the fair value of its common stock for stock option grants, the Company reassessed the estimated fair value of its common stock for each quarterly period during the year ended December 31, 2008 and 2009. The Company performed a valuation analysis on March 19, 2008, May 1, 2008, September 22, 2008, June 8, 2009 and October 16, 2009, representing points in time where significant intrinsic value was created based on the Company’s continued success in accomplishing certain milestones in connection with the advancement of torezolid phosphate. Prior to March 19, 2008, the Company concluded that stock options granted had exercise prices equal to the then estimated fair value of common stock at the date of grant. Subsequent to this period, the Company determined certain stock options granted during 2008 and 2009 had an exercise price different than the estimated fair value of the common stock at the date of grant. The Company used these fair value estimates derived from its valuations to determine stock compensation expense which is recorded in its financial statements.

The Company’s analysis was based on a methodology that first estimated the fair value of the company as a whole, or enterprise value, and then allocated a portion of the enterprise value to its common stock. This

 

F-24


Table of Contents

approach is consistent with the methods outlined in the AICPA Practice Aid Valuation of Privately-Held- Company Equity Securities Issued as Compensation. The valuation methodology utilized in the 2009 reassessment of fair value relied primarily on the “market approach” to estimate enterprise value giving consideration to the total financing amount received by us, the implied enterprise value of the company based on the convertible preferred stock transactions, and market-based private company transactions.

Stock-Based Compensation Summary. Stock-based compensation expense includes stock options granted to employees and non-employees and has been reported in the Company’s statements of operations as follows:

 

     Years Ended December 31,    Three Months Ended March 31,
         2007            2008            2009            2009            2010    
     (In thousands)          

Research and development

   $ 18    $ 184    $ 461    $ 181    $ 84

General and administrative

     44      160      638      250      124
                                  

Total

   $   62    $ 344    $ 1,099    $ 431    $ 208
                                  

Since the Company had a net operating loss carryforward as of December 31, 2007, 2008 and 2009 and March 31, 2010, no excess tax benefits for the tax deductions related to stock-based awards were recognized in the statements of operations. Additionally, no incremental tax benefits were recognized from stock options exercised during the years ended December 31, 2007, 2008 and 2009 and the three months ended March 31, 2010 and 2009 that would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities.

Note 9—Income Taxes

The Company adopted the new accounting guidance related to accounting for uncertainty in income taxes on January 1, 2008, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Upon implementation of the new guidance, the Company had no unrecognized tax benefits. As of December 31, 2009, there are also no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the Company’s effective tax rate.

Significant components of the Company’s deferred tax assets are shown below. A valuation allowance has been established to offset the deferred tax assets as realization of such assets has not met the more-likely-than-not threshold.

 

     December 31,  
     2008     2009  
     (In thousands)  

Deferred tax assets:

    

Net operating loss carryforwards

   $ 3,116      $ 4,111   

Capitalized research costs

     8,364        15,732   

Other, net

     113        377   
                

Total deferred tax assets

     11,593        20,220   

Valuation allowance

     (11,593     (20,220
                

Net deferred tax asset

   $ —        $ —     
                

At December 31, 2009, the Company has federal net operating loss carryforwards of approximately $11.1 million, of which $0.8 million are subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”) and will expire unused and the remaining federal net operating losses will begin to

 

F-25


Table of Contents

expire in 2025 unless previously utilized. The Company has California net operating loss carryforwards of approximately $10.8 million, of which $0.8 million are subject to limitation under IRC Section 382 and will expire unused and the remaining California net operating losses will begin to expire in 2015 unless previously utilized. Additional limitations may arise if the Company experiences an ownership change in subsequent years.

A reconciliation of the Federal statutory tax rate of 34% to the Company’s effective income tax rate follows:

 

     December 31,  
     2007     2008     2009  
     (In thousands)  

Statutory tax rate

   34.0   34.0   34.0

Permanent differences

   5.8      5.7      5.6   

Change in valuation allowance

   (39.9   (38.9   (38.0

Other

   0.1      (0.8   (1.6
                  

Effective tax rate

   —        —        —     
                  

The Company has established a 100% valuation allowance due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax assets. The Company’s valuation allowance increased approximately $3.2 million, $8.1 million and $8.6 million in 2007, 2008 and 2009, respectively, primarily due to net operating losses incurred during these periods.

Note 10—Commitments

In March 2010, the Company amended its facility lease to expand its premises and extend the term of the lease to December 31, 2010. In addition to the minimum lease payments, the Company is required to pay a pro-rata share of certain building expenses. The Company’s amended lease includes options to extend the term for up to three additional years beyond the current termination date. Under the terms of the lease, the Company is required to make minimum lease payments of $447,000 in 2010. Rent expense for the years ended December 31, 2007, 2008 and 2009 was $201,000, $329,000 and $418,000, respectively. Rent expense for the three months ended March 31, 2009 and 2010 was $103,000 and $125,000, respectively.

Note 11—401(k) Retirement Plan

The Company has adopted a 401(k) plan. To date, the Company has not matched employee contributions to the plan. All employees are eligible to participate, provided they meet the requirements of the plan.

Note 12—Subsequent Events

The Company has evaluated all subsequent events through the filing date of this amendment to the registration statement on Form S-1 with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of March 31, 2010, and events which occurred subsequently but were not recognized in the financial statements. Except as described below, there were no other subsequent events which required recognition or disclosure in the financial statements.

In April 2010, the Company entered into a four and one-half-year federal contract with the Defense Threat Reduction Agency (“DTRA”), a part of the U.S. Department of Defense, for the development of novel antibiotics directed against gram-negative and gram-positive bacterial pathogens. This is a cost-plus fixed-fee contract under which the Company may receive up to $29.5 million. The Company will recognize revenue under this contract as the services are performed. DTRA can terminate the contract upon delivering notice to the Company for default or convenience. Upon receipt of a notice of termination, the Company must discontinue contract activities and DTRA must pay the Company a final settlement based on eligible expenses incurred under the contract. Amounts received in advance of services performed are recorded as deferred revenue until earned.

 

F-26


Table of Contents

 

 

6,000,000 Shares

LOGO

Common Stock

 

 

PRELIMINARY PROSPECTUS

                , 2010

 

 

Citi

 

 

Piper Jaffray

 

 

 

Canaccord Genuity

JMP Securities

 

Until                     , 2010 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

 

 

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution.

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, paid or payable by us in connection with the sale of the common stock being registered. All amounts shown are estimates except for the Securities Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and the listing fee for the Nasdaq Global Market.

 

     Amount Paid or to be Paid

SEC registration fee

   $ 5,551

FINRA filing fee

     10,160

The Nasdaq Global Market listing fee

     100,000

Blue sky qualification fees and expenses

     20,000

Printing expenses

     250,000

Legal fees and expenses

     1,330,000

Accounting fees and expenses

     930,000

Transfer agent and registrar fees and expenses

     10,000

Miscellaneous expenses

     44,289
      

Total

   $ 2,700,000
      

Item 14. Indemnification of directors and officers.

We are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred. Our amended and restated certificate of incorporation and amended and restated bylaws, each of which will become effective upon the completion of this offering, provide for the indemnification of our directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

 

   

Transaction from which the director derives an improper personal benefit;

 

II-1


Table of Contents
   

Act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 

   

Unlawful payment of dividends or redemption of shares; or

 

   

Breach of a director’s duty of loyalty to the corporation or its stockholders.

Our amended and restated certificate of incorporation and amended and restated bylaws include such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by us upon delivery to us of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by us.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the Delaware General Corporation Law, we have entered into indemnity agreements with each of our directors and executive officers, that require us to indemnify such persons against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director, an officer or an employee of Trius or any of its affiliated enterprises, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

At present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

We have an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, or otherwise.

We have entered into an underwriting agreement which provides that the underwriters are obligated, under some circumstances, to indemnify our directors, officers and controlling persons against specified liabilities, including liabilities under the Securities Act.

Reference is made to the following documents filed as exhibits to this registration statement regarding relevant indemnification provisions described above and elsewhere herein:

 

Exhibit Document

   Number

Form of Underwriting Agreement

   1.1

Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering

   3.4

Form of Amended and Restated Bylaws to be effective upon completion of this offering

   3.6

Amended and Restated Investor Rights Agreement dated March 19, 2008 among the Registrant and certain of its stockholders

   4.7

Form of Indemnity Agreement

   10.1

 

II-2


Table of Contents

Item 15. Recent sales of unregistered securities.

The following list sets forth information regarding all securities sold by us in the three years preceding the filing of this Registration Statement:

 

(1)   In February and November 2007, in connection with our Series A-2 redeemable convertible preferred stock financing, we issued and sold an aggregate of 36,363,641 shares of Series A-2 redeemable convertible preferred stock to 17 accredited investors at two closings, at a purchase price of $0.55 per share, for aggregate consideration of $20,000,002. Upon completion of this offering, these shares will convert into 4,228,322 shares of common stock.

 

(2)   In June 2007, in connection with our equipment lease with VenCore Solutions, LLC, we issued a warrant to purchase an aggregate of 40,909 shares of our Series A-2 redeemable convertible preferred stock, with an initial exercise price of $0.55 per share. Upon completion of this offering, this warrant will be exercisable for 4,756 shares of common stock at an exercise price of $4.73 per share.

 

(3)   In September 2007, in connection with our loan and security agreement with TriplePoint Capital, LLC, we issued a warrant to purchase up to an aggregate of 305,454 shares of our Series A-2 preferred stock, with an initial exercise price of $0.55 per share. Upon completion of this offering, this warrant will be exercisable for 35,517 shares of common stock at an exercise price of $4.73 per share.

 

(4)   In March 2008, in connection with our Series B redeemable convertible preferred stock financing, we issued and sold an aggregate of 30,500,000 shares of Series B redeemable convertible preferred stock to 22 accredited investors at a purchase price of $1.00 per share, for aggregate gross proceeds of $30,500,000. Upon completion of this offering, these shares will convert into 3,546,504 shares of common stock.

 

(5)   In November 2009, we issued and sold an aggregate of $19.2 million in principal amount of secured convertible promissory notes to 11 accredited investors. Upon completion of this offering, these notes (including the interest thereon) will convert into 1,767,416 shares of our common stock assuming an initial public offering price of $13.00 per share and assuming a conversion date of June 17, 2010.

 

(6)   From July 19, 2006 to March 31, 2010, we granted stock options under our Amended and Restated 2006 Equity Incentive Plan, or 2006 plan, to purchase 1,544,781 shares of common stock (net of expirations and cancellations) to our employees, directors and consultants, having exercise prices ranging from $0.52 to $2.32 per share. Of these, options to purchase 571,343 shares of common stock have been exercised through March 31, 2010, for aggregate consideration of $308,364, at exercise prices ranging from $0.52 to $1.29 per share.

The offers, sales and issuances of the securities described in paragraphs (1), (2), (3), (4) and (5) were deemed to be exempt from registration under the Securities Act in reliance on Rule 506 of Regulation D in that the issuance of securities to the accredited investors did not involve a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor under Rule 501 of Regulation D.

The offers, sales and issuances of the securities described in paragraph (6) were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were our employees, directors or bona fide consultants and received the securities under our 2006 plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

 

II-3


Table of Contents

Item 16. Exhibits and financial statement schedules.

(a)    Exhibits.

 

Exhibit
Number

 

Description of Document

    1.1   Form of Underwriting Agreement.
    3.1(1)   Amended and Restated Certificate of Incorporation, as currently in effect.
    3.2(1)   First Certificate of Amendment to Amended and Restated Certificate of Incorporation, as currently in effect.
    3.3(1)   Second Certificate of Amendment to Amended and Restated Certificate of Incorporation, as currently in effect.
    3.4(1)   Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering.
    3.5(1)   Bylaws, as currently in effect.
    3.6(1)   Form of Amended and Restated Bylaws to be effective upon completion of this offering.
    4.1(1)   Form of Common Stock Certificate.
    4.2(1)   Warrant issued by Registrant on November 1, 2004 to Forsythe Biotechnology Group, Inc.
    4.3(1)   Warrant issued by Registrant on December 20, 2005 to VenCore Solutions LLC.
    4.4(1)   Warrant issued by Registrant on October 13, 2006 to VenCore Solutions LLC.
    4.5(1)   Warrant issued by Registrant on June 14, 2007 to VenCore Solutions LLC.
    4.6(1)   Warrant issued by Registrant on September 14, 2007 to TriplePoint Capital, LLC.
    4.7(1)   Amended and Restated Investor Rights Agreement dated March 19, 2008 among the Registrant and certain of its stockholders.
    5.1(1)   Opinion of Cooley Godward Kronish LLP.
  10.1+(1)   Form of Indemnity Agreement by and between Registrant and its directors and executive officers.
  10.2+(1)   Amended and Restated 2006 Equity Incentive Plan and Form of Stock Option Agreement thereunder.
  10.3+(1)   2010 Equity Incentive Plan and Form of Stock Option Agreement thereunder.
  10.4+(1)   2010 Non-Employee Directors’ Stock Option Plan and Form of Stock Option Agreement thereunder.
  10.5+   2010 Employee Stock Purchase Plan and Form of Offering Document thereunder.
  10.6+(1)   Employment Agreement dated February 1, 2007 between the Registrant and Jeffrey Stein, Ph.D.
  10.7+(1)   Offer of Employment dated May 14, 2007 from the Registrant to Kenneth Bartizal, Ph.D.
  10.8+(1)   Amended and Restated Offer of Employment dated February 28, 2007 from the Registrant to John Finn, Ph.D.
  10.9+(1)   Offer of Employment dated June 15, 2007 from the Registrant to Philippe G. Prokocimer, M.D.
  10.10+(1)   Amended and Restated Offer of Employment dated February 28, 2007 from the Registrant to John P. Schmid.
  10.11+(1)   Form of Employee Proprietary Information and Inventions Agreement.
  10.12   Standard Industrial/Commercial Multi-Tenant Lease—Net dated September 7, 2004 between the Registrant and Nancy Ridge Technology Center, L.P., as amended on August 1, 2006, March 14, 2007, September 24, 2007, July 15, 2008 and March 11, 2010.
  10.13*(1)   License Agreement dated January 31, 2007, by and between the Registrant and Dong-A Pharmaceutical Co., Ltd.
  10.14*(1)   Contract Award issued by the National Institutes of Health, DHHS, NIAID, DEA and OA, dated September 1, 2008, relating to the development of novel agents for gram-negative biodefense pathogens.
  10.15*(1)   Stevenson-Wydler (15 USC 3710) Cooperative Research and Development Agreement dated March 17, 2009, by and between the Registrant and Lawrence Livermore National Security LLC.
  10.16*   Contract Award issued by the Defense Threat Reduction Agency/BE-BC, dated April 21, 2010, relating to Broad Spectrum Antibacterial Therapeutics from Marine Natural products.
  10.17*   Research Agreement dated May 13, 2010, by and between the Registrant and the Regents of the University of California.
  23.1   Consent of Ernst & Young LLP, independent registered public accounting firm.
  23.2(1)   Consent of Cooley LLP. Reference is made to Exhibit 5.1.
  24.1(1)   Power of Attorney.
  24.2(1)   Power of Attorney.

 

+ Indicates management contract or compensatory plan.
* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
(1) Previously filed.

 

II-4


Table of Contents

(b)    Financial statement schedule.

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

 

  (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

 

  (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-5


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 16th day of June, 2010.

 

TRIUS THERAPEUTICS, INC.
By:  

/s/    JEFFREY STEIN        

  Jeffrey Stein, Ph.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/    JEFFREY STEIN        

Jeffrey Stein, Ph.D.

  

President, Chief Executive Officer

and Director

(Principal Executive Officer)

  June 16, 2010

/s/    JOHN P. SCHMID        

John P. Schmid

  

Chief Financial Officer
(Principal Financial and Accounting Officer)

  June 16, 2010

/s/    DAVID S. KABAKOFF*        

David S. Kabakoff, Ph.D.

  

Chairman of the Board

  June 16, 2010

/s/    BRIAN G. ATWOOD*        

Brian G. Atwood

  

Director

  June 16, 2010

/s/    KARIN EASTHAM*        

Karin Eastham

  

Director

  June 16, 2010

/s/    NINA KJELLSON*        

Nina Kjellson

  

Director

  June 16, 2010

/s/    MICHAEL POWELL*        

Michael Powell, Ph.D.

  

Director

  June 16, 2010

/S/    THEODORE R. SCHROEDER*      

Theodore R. Schroeder

  

Director

  June 16, 2010


Table of Contents

Signature

  

Title

 

Date

/s/    RISA STACK*        

Risa Stack, Ph.D.

  

Director

  June 16, 2010

/s/    PAUL TRUEX*        

Paul Truex

  

Director

  June 16, 2010

*  Pursuant to Power of Attorney

 

    
By:  

/S/    JEFFREY STEIN        

Jeffrey Stein

Attorney-in-Fact

    


Table of Contents

Exhibit index

 

Exhibit
Number

 

Description of Document

1.1   Form of Underwriting Agreement.
3.1(1)   Amended and Restated Certificate of Incorporation, as currently in effect.
3.2(1)   First Certificate of Amendment to Amended and Restated Certificate of Incorporation, as currently in effect.
3.3(1)   Second Certificate of Amendment to Amended and Restated Certificate of Incorporation, as currently in effect.
3.4(1)   Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering.
3.5(1)   Bylaws, as currently in effect.
3.6(1)   Form of Amended and Restated Bylaws to be effective upon completion of this offering.
4.1(1)   Form of Common Stock Certificate.
4.2(1)   Warrant issued by Registrant on November 1, 2004 to Forsythe Biotechnology Group, Inc.
4.3(1)   Warrant issued by Registrant on December 20, 2005 to VenCore Solutions LLC.
4.4(1)   Warrant issued by Registrant on October 13, 2006 to VenCore Solutions LLC.
4.5(1)   Warrant issued by Registrant on June 14, 2007 to VenCore Solutions LLC.
4.6(1)   Warrant issued by Registrant on September 14, 2007 to TriplePoint Capital, LLC.
4.7(1)   Amended and Restated Investor Rights Agreement dated March 19, 2008 among the Registrant and certain of its stockholders.
5.1(1)   Opinion of Cooley Godward Kronish LLP.
10.1+(1)   Form of Indemnity Agreement by and between Registrant and its directors and executive officers.
10.2+(1)   Amended and Restated 2006 Equity Incentive Plan and Form of Stock Option Agreement thereunder.
10.3+(1)   2010 Equity Incentive Plan and Form of Stock Option Agreement thereunder.
10.4+(1)   2010 Non-Employee Directors’ Stock Option Plan and Form of Stock Option Agreement thereunder.
10.5+   2010 Employee Stock Purchase Plan and Form of Offering Document thereunder.
10.6+(1)   Employment Agreement dated February 1, 2007 between the Registrant and Jeffrey Stein, Ph.D.
10.7+(1)   Offer of Employment dated May 14, 2007 from the Registrant to Kenneth Bartizal, Ph.D.
10.8+(1)   Amended and Restated Offer of Employment dated February 28, 2007 from the Registrant to John Finn, Ph.D.
10.9+(1)   Offer of Employment dated June 15, 2007 from the Registrant to Philippe G. Prokocimer, M.D.
10.10+(1)   Amended and Restated Offer of Employment dated February 28, 2007 from the Registrant to John P. Schmid.
10.11+(1)   Form of Employee Proprietary Information and Inventions Agreement.
10.12   Standard Industrial/Commercial Multi-Tenant Lease—Net dated September 7, 2004 between the Registrant and Nancy Ridge Technology Center, L.P., as amended on August 1, 2006, March 14, 2007, September 24, 2007, July 15, 2008 and March 11, 2010.
10.13*(1)   License Agreement dated January 31, 2007, by and between the Registrant and Dong-A Pharmaceutical Co., Ltd.
10.14*(1)   Contract Award issued by the National Institutes of Health, DHHS, NIAID, DEA and OA, dated September 1, 2008, relating to the development of novel agents for gram-negative biodefense pathogens.
10.15*(1)   Stevenson-Wydler (15 USC 3710) Cooperative Research and Development Agreement dated March 17, 2009, by and between the Registrant and Lawrence Livermore National Security, LLC.
10.16*   Contract Award issued by the Defense Threat Reduction Agency/BE-BC, dated April 21, 2010, relating to Broad Spectrum Antibacterial Therapeutics from Marine Natural products.
10.17*   Research Agreement dated May 13, 2010, by and between the Registrant and the Regents of the University of California.
23.1   Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2(1)   Consent of Cooley LLP. Reference is made to Exhibit 5.1.
24.1(1)   Power of Attorney.
24.2(1)   Power of Attorney.

 

+   Indicates management contract or compensatory plan.
*   Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
(1)   Previously filed.
EX-1.1 2 dex11.htm FORM OF UNDERWRITING AGREEMENT Form of Underwriting Agreement

Exhibit 1.1

[Number of Shares]

TRIUS THERAPEUTICS, INC.

Common Stock, par value $0.0001 per share

UNDERWRITING AGREEMENT

                    , 2010

Citigroup Global Markets Inc.

As Representative of the several Underwriters,

c/o

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Dear Sirs:

1. Introductory. Trius Therapeutics, Inc., a Delaware corporation (“Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters                      shares (“Firm Securities”) of its common stock, par value $0.0001 per share (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than                      additional shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”.

2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-1 (No. 333-            ) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) under the Act (“Rule 462(b)”) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”.

As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement.

For purposes of this Agreement:


430A Information”, with respect to any registration statement, means information included in a prospectus and retroactively deemed to be a part of such registration statement pursuant to Rule 430A(b).

430C Information”, with respect to any registration statement, means information included in a prospectus then deemed to be a part of such registration statement pursuant to Rule 430C.

Act” means the Securities Act of 1933, as amended.

Applicable Time” means         :00 [a/p]m (Eastern time) on the date of this Agreement.

Closing Date” has the meaning defined in Section 3 hereof.

Commission” means the Securities and Exchange Commission.

Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c). If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representative (as herein defined) that it proposes to file one, “Effective Time” with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b).

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

The Initial Registration Statement and the Additional Registration Statement are referred to collectively as the “Registration Statements” and individually as a “Registration Statement”. A “Registration Statement” with reference to a particular time means the Initial Registration Statement and any Additional Registration Statement as of such time. A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time. For purposes of the foregoing definitions, 430A Information with respect to a Registration Statement shall be considered to be included in such Registration Statement as of the time specified in Rule 430A.

Rules and Regulations” means the rules and regulations of the Commission.

Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the New York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”).

Statutory Prospectus” with reference to a particular time means the prospectus included in a Registration Statement immediately prior to that time, including any information incorporated by reference therein and any 430A Information or 430C Information with respect to such Registration Statement. For purposes of the foregoing definition, 430A Information shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) or Rule 462(c) and not retroactively.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

 

2


(b) Compliance with Securities Act Requirements. (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement and the Additional Registration Statement (if any) conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through Citigroup Global Markets Inc. (“Citigroup” or the “Representative”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(c) Ineligible Issuer Status. (i) At the time of the initial filing of the Initial Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Company or any subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.

(d) General Disclosure Package. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, the preliminary prospectus, dated ____________ __, 2010 (which is the most recent Statutory Prospectus distributed to prospective investors generally) and the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(e) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies Citigroup as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Citigroup and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the

 

3


Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(f) Good Standing of the Company. The Company has been duly incorporated and is existing as a corporation and in good standing under the laws of the State of Delaware, with requisite power and authority to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where any such failure to be so duly qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company (“Material Adverse Effect”).

(g) Subsidiaries. The Company has no subsidiaries.

(h) Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities that have not been duly and validly waived in writing; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

(i) No Finder’s Fee. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the offering of the Offered Securities (other than discounts, commissions or fees to the Underwriters pursuant to this Agreement).

(j) Registration Rights. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act that have not been duly and validly waived in writing (collectively, “registration rights”), and any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 hereof.

(k) Listing. The Offered Securities have been approved for listing on the NASDAQ Global Market, subject to notice of issuance.

(l) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required for the consummation of the transactions contemplated by this Agreement in connection with the offering, issuance and sale of the Offered Securities by the Company, except such as have been obtained, or made and such as may be required under state securities laws.

(m) Title to Property. Except as disclosed in the General Disclosure Package or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the

 

4


Company has good and marketable title to all real properties and all other properties and assets owned by it, in each case free from liens, charges, encumbrances and defects that would affect the value thereof or interfere with the use made or to be made thereof by the Company and (ii) the Company holds any leased real or personal property under valid and enforceable leases with no terms or provisions that would interfere with the use made or to be made thereof by the Company.

(n) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the Company, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, or (iii) any agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, except with respect to (ii) and (iii) above for such breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

(o) Absence of Existing Defaults and Conflicts. The Company is not in violation of its charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the properties of the Company is subject, except such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(p) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(q) No Termination of Contracts. The Company has not sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the General Disclosure Package, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or, to the Company’s knowledge, any other party to any such contract or agreement.

(r) Possession of Licenses and Permits. The Company possesses, and is in compliance with the terms of, all adequate certificates, approvals, franchises, licenses, permits and other authorizations (collectively, “Licenses”) necessary to the conduct of the business conducted by it as disclosed in the General Disclosure Package, including without limitation, all such Licenses required by the United States Food and Drug Administration or any component thereof, the United States Drug Enforcement Administration and/or by any other U.S., state, local or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”), except where the failure to so possess or be in compliance would not reasonably be expected to have a Material Adverse Effect. All such Licenses are in full force and effect and the Company is not in violation of any term of such License, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no party granting any such Licenses has taken any action to limit, suspend or revoke the same in any material respect.

(s) Tests and Preclinical and Clinical Studies. The preclinical tests and clinical trials that are described in, or the results of which are referred to in, the General Disclosure Package were and, if still

 

5


pending, are being conducted in all material respects in accordance with protocols filed with the appropriate regulatory authorities for each such test or trial, as the case may be, and with standard medical and scientific research procedures; each description of such tests and trials, and the results thereof, contained in the General Disclosure Package is accurate and complete in all material respects and fairly presents the data about and derived from such tests and trials, and the Company has no knowledge of any other studies or tests the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the General Disclosure Package; the Company has not received any notices or other correspondence from any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in the General Disclosure Package; and the Company has operated and currently is in compliance in all material respects with all applicable rules and regulations of the Regulatory Agencies.

(t) Absence of Labor Dispute. No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

(u) Intellectual Property. The Company owns, possesses or can acquire on reasonable terms, such trademarks, trade names, patent rights, copyrights, domain names, licenses, trade secrets, inventions, technology, know-how and other intellectual property and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) as are necessary to the conduct of the business now conducted by it as described in the General Disclosure Package, except where such failure to own, possess or acquire such Intellectual Property Rights would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the General Disclosure Package, (i) there are no rights of third parties to any of the Intellectual Property Rights owned or licensed by the Company; (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, (A) by the Company of the Intellectual Property Rights of others or (B) by third parties of any of the Intellectual Property Rights of the Company; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to, or the violation of any of the terms of, any of their Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others and the Company is unaware of any other fact which would form a reasonable basis for any such claim; and (vi) none of the Intellectual Property Rights used by the Company has been obtained or is being used by it in violation of any contractual obligations binding on the Company in violation of any contractual rights of any persons, except in each case covered by clauses (i) – (vi) such as would not, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All licenses to which the Company is a party relating to the Intellectual Property Rights are in full force and effect and the Company is not in violation of any term of such license, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(v) Environmental Laws. Except as disclosed in the General Disclosure Package, the Company is not in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), and does not own or operate any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, and is not subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any pending investigation which would reasonably be expected to lead to such a claim.

 

6


(w) Accurate Disclosure. The statements in the General Disclosure Package and the Final Prospectus under the headings “Business – Government Regulation and Product Approval,” “Transactions with Related Persons,” “Description of Capital Stock,” “Material United States Federal Income Tax Consequences to Non-United States Holders,” “Sales Eligible for Future Sale,” “Part II – Item 14” and “Part II – Item 15,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings in all material respects.

(x) Absence of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

(y) Statistical and Market-Related Data. Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus or the General Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate.

(z) Internal Controls and Compliance with the Sarbanes-Oxley Act. From and after the date of the initial filing of the Registration Statement, the Company and its Board of Directors (the “Board”) are in compliance in all material respects with the provisions of Sarbanes-Oxley, to the extent applicable, and all applicable Exchange Rules. Except as disclosed in the General Disclosure Package, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that are designed to comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. General Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as described in the General Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (i) no “material weakness” (as defined in Public Company Accounting Oversight Board Standard No. 2) in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f)) and (ii) no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting.

(aa) Litigation. Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries made to the Company or, to the Company’s knowledge, investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company or any of its properties that, if determined adversely to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened or contemplated.

 

7


(bb) Independent Auditors. Ernst & Young LLP, whose report on the consolidated financial statements of the Company is included in the Registration Statement and the General Disclosure Package, is a firm of independent registered public accountants as required by the Act and by the rules of the Public Company Accounting Oversight Board.

(cc) Financial Statements. The financial statements included in each Registration Statement and the General Disclosure Package present fairly in all material respects the financial position of the Company as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis and the schedules to such financial statements included in each Registration Statement present fairly in all material respects the information required to be stated therein.

(dd) Stock Options. Except as disclosed in the General Disclosure Package, each outstanding stock option granted under any stock option plan of the Company (a “Stock Plan”) was granted with a per share exercise price no less than the fair market value per share of the Securities on the grant date of such option, and no such grant involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each such option (i) was granted in compliance with applicable law and in material compliance with the applicable Stock Plan(s), (ii) was duly approved by the board of directors (or a duly authorized committee thereof) of the Company, and (iii) has been accounted for in the Company’s financial statements in accordance with U.S. generally accepted accounting principles.

(ee) Taxes. The Company has filed all federal, state, local and non-U.S. tax returns that are required to be filed on or prior to the date hereof or has requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company has paid all taxes (including any assessments, fines or penalties) required to be paid by it, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ff) Insurance. The Company carries, or is covered by, insurance against such losses and risks and in such amounts as are customary for similarly sized companies engaged in the Company’s business as now conducted and described in the General Disclosure Package; all policies of insurance insuring the Company or its business, assets, employees, officers and directors are in full force and effect in all material respects; the Company is in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; the Company has not been refused any insurance coverage sought or applied for; and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package.

(gg) No Unlawful Payments. Neither the Company nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(hh) Compliance with Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with, as applicable, the financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the

 

8


Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ii) Compliance with OFAC. Neither the Company nor any director, officer, employee or, to the Company’s knowledge, agent or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not, directly or indirectly, use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(jj) No Material Adverse Change in Business. Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package, (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company that is material and adverse, (ii) except as disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company.

(kk) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(ll) Ratings. No “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to the Company that it is considering any of the actions described in Section 7(c)(ii) hereof.

(mm) PFIC Status. The Company was not a “passive foreign investment company” (“PFIC”) as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended, for its most recently completed taxable year and, based on the Company’s current projected income, assets and activities, the Company does not expect to be classified as a PFIC for any subsequent taxable year.

(nn) No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that would be integrated with the offer and sale of the Offered Securities contemplated by this Agreement pursuant to the Act, the Rules and Regulations or the interpretations thereof by the Commission.

3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $             per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto and (b) the Company agrees to sell to the Representative, and the Representative agrees to purchase from the Company, at a purchase price of $     per share (which shall be equal to price to the public),              shares to be sold to certain existing stockholders of the Company.

The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Citigroup drawn to the order of Trius Therapeutics, Inc. at the office of Cooley LLP, 4401 Eastgate Mall, San

 

9


Diego, California 92121, at 9:00A.M., New York time, on                     , or at such other time not later than seven full business days thereafter as Citigroup and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cooley LLP, at least 24 hours prior to the First Closing Date.

In addition, upon written notice from Citigroup given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Citigroup to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Citigroup to the Company.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Citigroup but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Citigroup for the accounts of the several Underwriters in a form reasonably acceptable to Citigroup against payment by the Underwriters of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Citigroup drawn to the order of Trius Therapeutics, Inc., at the above office of Cooley LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Cooley LLP, at a reasonable time in advance of such Optional Closing Date.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus.

5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:

(a) Additional Filings. Unless filed pursuant to Rule 462(c) as part of the Additional Registration Statement in accordance with the next sentence, the Company will file the Final Prospectus, in a form approved by Citigroup, with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by Citigroup, which consent shall not be unreasonably delayed or withheld, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Time of the Initial Registration Statement. The Company will advise Citigroup promptly of any such filing pursuant to Rule 424(b) and provide reasonably satisfactory evidence to Citigroup of such timely filing. If an Additional Registration Statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Final Prospectus is finalized and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by Citigroup.

 

10


(b) Filing of Amendments; Response to Commission Requests. The Company will promptly advise Citigroup of any proposal to amend or supplement at any time the Initial Registration Statement, any Additional Registration Statement or any Statutory Prospectus and will not effect such amendment or supplementation without Citigroup’s consent, which consent shall not be unreasonably delayed or withheld; and the Company will also advise Citigroup promptly of (i) the effectiveness of any Additional Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement), (ii) any amendment or supplementation of a Registration Statement or any Statutory Prospectus, (iii) any request by the Commission or its staff for any amendment to any Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iv) the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the threatening of any proceeding for that purpose, and (v) the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Continued Compliance with Securities Laws. If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Final Prospectus to comply with the Act, the Company will promptly notify Citigroup of such event and will promptly prepare and file with the Commission and furnish, at its own expense, to the Underwriters and the dealers and any other dealers upon request of the Representative, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither Citigroup’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d) Rule 158. As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. For the purpose of the preceding sentence, “Availability Date” means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its quarterly report on Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its annual report on Form 10-K.

(e) Furnishing of Prospectuses. The Company will furnish to the Representative copies of each Registration Statement (one of which will include all exhibits), each related Statutory Prospectus, and, so long as a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act, the Final Prospectus and all amendments and supplements to such documents, in each case in such quantities as Citigroup reasonably requests. The Final Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(f) Blue Sky Qualifications. The Company will arrange for the qualification of the Offered Securities for sale under (or obtain exemptions from the application of) the laws of such jurisdictions as Citigroup may reasonably designate and will continue such qualifications and exemptions in effect so long as required for the distribution of the Offered Securities; provided, however, that the Company shall not be required to qualify or register as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified, to take any action that would subject it to general service of process in any

 

11


jurisdiction with which it is not otherwise subject, or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

(g) Reporting Requirements. During the period of five years hereafter, the Company will furnish to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representative (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as Citigroup may reasonably request. However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not required to furnish such reports or statements to the Underwriters.

(h) Payment of Expenses. The Company agrees with the several Underwriters that it will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including but not limited to any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as Citigroup reasonably designates and the preparation and printing of memoranda relating thereto, costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, American Stock Exchange, NASDAQ Global Market and any other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors.

(i) Use of Proceeds. The Company will use the net proceeds received by it in connection with the offering of the Offered Securities in the manner described in the “Use of Proceeds” section of the General Disclosure Package and, except as disclosed in the General Disclosure Package, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.

(j) Absence of Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities; provided, that no representation is made in this subsection with respect to the actions of the Underwriters.

(k) Restriction on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (collectively, “Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of Citigroup, except the Company may (1) issue and sell Lock-Up Securities that

 

12


are Offered Securities pursuant to this Agreement, (2) issue Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described or disclosed in the General Disclosure Package, (3) grant Lock-Up Securities pursuant to the terms of a plan in effect on the date hereof (an “Existing Plan”) and described or disclosed in the General Disclosure Package, (4) issue Lock-Up Securities pursuant to the exercise of the Lock-Up Securities granted under an Existing Plan and described or disclosed in the General Disclosure Package, (5) file with the Commission one or more registration statements on Form S-8 registering the Lock-Up Securities issuable under an Existing Plan and (6) issue any shares of common stock of the Company to one or more counterparties in connection with the consummation a strategic partnership, joint venture, collaboration or the acquisition or license of any business products or technology; provided that, with respect to subsection (6), (x) the sum of the aggregate number of shares of common stock of the Company so issued shall not exceed five percent (5%) of the total outstanding shares of common stock of the Company immediately following the completion of this offering of Offered Securities and (y) prior to the issuance of such shares each recipient of such shares enters into a lock-up agreement to be agreed to by the Representative that is substantially similar to the lock-up agreements signed by the Company’s executive officers and directors pursuant to Section 7(g) hereof. The initial Lock-Up Period will commence on the date hereof and continue for 180 days after the date hereof or such earlier date that Citigroup consents to in writing; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the materials news or material event, as applicable, unless Citigroup waives, in writing, such extension. The Company will provide Citigroup with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period.

6. Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of Citigroup, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and Citigroup, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and Citigroup is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

7. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) Accountants’ Comfort Letter. The Representative shall have received letters, dated, respectively, the date hereof and each Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws and substantially in the form of Schedule C hereto (except that, in any letter dated a Closing Date, the specified date referred to in Schedule C hereto shall be a date no more than three days prior to such Closing Date).

(b) Effectiveness of Registration Statement. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the

 

13


time the Final Prospectus is finalized and distributed to any Underwriter, or shall have occurred at such later time as shall have been consented to by Citigroup. The Final Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representative, shall be contemplated by the Commission.

(c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company which, in the judgment of the Representative, is material and adverse and makes it impractical or inadvisable to market the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of the Representative, impractical to market or to enforce contracts for the sale of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any suspension or material limitation of trading in securities generally on the New York Stock Exchange or the NASDAQ Global Market, or any setting of minimum or maximum prices for trading on such exchange; (v) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities.

(d) Opinion and Negative Assurance Letter of Counsel for Company. The Representative shall have received an opinion and negative assurance letter, each dated such Closing Date, of Cooley LLP, counsel for the Company, in the forms of Exhibit A-1 and A-2 hereto (with appropriate modifications to the date and number of shares for any opinion or negative assurance letter delivered on any Optional Closing Date).

(e) Opinion of Intellectual Property Counsel for Company. The Representative shall have received an opinion, dated such Closing Date, of Knobbe, Martens, Olson & Bear LLP, intellectual property counsel for the Company, in the form of Exhibit B hereto.

(f) Opinion of Regulatory Counsel for Company. The Representative shall have received an opinion, dated such Closing Date, of Covington & Burling LLP, regulatory counsel for the Company, in the form of Exhibit C hereto.

(g) Opinion of Counsel for Underwriters. The Representative shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) Officers’ Certificate. The Representative shall have received a certificate, dated such Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have

 

14


been instituted or, to the best of their knowledge, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the Commission; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company except as set forth in the General Disclosure Package.

(i) Lock-up Agreements. On or prior to the date hereof, the Representative shall have received lockup letters from each of the Company’s (i) executive officers, (ii) directors and (iii) other security holders, such that the percentage of security holdings of the security holders under clause (iii), in combination with the security holdings of the individuals listed in clauses (i) and (ii), will aggregate at least 99% of the outstanding securities of the Company, on both an actual and fully diluted basis immediately prior to giving effect to the offering contemplated hereby.

(j) Other Documents. Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. Citigroup may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

8. Indemnification and Contribution. (a) Indemnification of Underwriters. The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

(b) Indemnification of Company. Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged

 

15


omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: (i) the fourth paragraph under the caption “Underwriting” regarding concessions and reallowances; (ii) the sixth paragraph under the caption “Underwriting” regarding sales to accounts over with the Underwriters exercise discretionary authority; (iii) the thirteenth paragraph under the caption “Underwriting” regarding stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids; and (iv) the information contained in the fifteenth paragraph under the caption “Underwriting” regarding electronic distributions.

(c) Actions against Parties; Notification. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) Contribution. If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any

 

16


action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 8(d).

9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, Citigroup may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to Citigroup and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Firm Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representative at Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel (fax no.: (212) 816 7912) or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Trius Therapeutics, Inc., 6310 Nancy Ridge Drive, Suite 101, San Diego, California 92121, Attention: Chief Financial Officer; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

 

17


13. Representation of Underwriters. The Representative will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) No Other Relationship. The Representative has been retained solely to act as underwriters in connection with the sale of Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Representative has been created in respect of any of the transactions contemplated by this Agreement or the Final Prospectus, irrespective of whether the Representative has advised or is advising the Company on other matters;

(b) Arms’ Length Negotiations. The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) Absence of Obligation to Disclose. The Company has been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Representative has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d) Waiver. The Company waives, to the fullest extent permitted by law, any claims it may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

16. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

[Remainder of page intentionally left blank]

 

18


If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

 

Very truly yours,
Trius Therapeutics, Inc.
By:    
Name:
Title:

 

19


The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.

 

Citigroup Global Markets Inc.
By:    
  Name:
  Title:

For itself and the other

several Underwriters named in

Schedule A to the foregoing

Agreement.

 

20


SCHEDULE A

 

Underwriter

   Number of
Firm  Securities

Citigroup Global Markets Inc.

   [$]

Piper Jaffray & Co.

   [$]

Canaccord Genuity Inc.

   [$]

JMP Securities LLC

   [$]
    

Total

   [$]
    

 

21


SCHEDULE B

 

1.

General Use Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

[                    ]

 

2.

Other Information Included in the General Disclosure Package

The following information is also included in the General Disclosure Package:

1. The initial price to the public of the Offered Securities.

[                    ]

 

22


SCHEDULE C

The Representative shall have received letters, dated, respectively, the date hereof and the First Closing Date, of Ernst & Young LLP confirming that they are a registered public accounting firm and independent public accountants within the meaning of the Securities Laws to the effect that:

(i) in their opinion the audited consolidated financial statements and schedules examined by them and included in the Registration Statements and the General Disclosure Package comply as to form in all material respects with the applicable accounting requirements of the Securities Laws;

(ii) with respect to the period(s) covered by the unaudited quarterly consolidated financial statements included in the Registration Statements and the General Disclosure Package, they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in AU 722, Interim Financial Information, on the unaudited quarterly consolidated financial statements (including the noted thereto) of the Company included in the Registration Statements and the General Disclosure Package, and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether such unaudited quarterly consolidated financial statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related published rules and regulations; they have read the latest unaudited monthly consolidated financial statements (including the notes thereto) and the supplementary summary unaudited financial information of the Company made available by the Company and the minutes of the meetings of the stockholders, Board of Directors and committees of the Board of Directors of the Company; and have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to whether the unaudited monthly financial statements are stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement and General Disclosure Package; and on the basis thereof, nothing came to their attention which caused them to believe that:

(A) the unaudited financial statements included in the Registration Statements or the General Disclosure Package do not comply as to form in all material respects with the applicable accounting requirements of the Securities Laws, or that any material modifications should be made to the unaudited quarterly consolidated financial statements for them to be in conformity with generally accepted accounting principles;

(B) with respect to the period subsequent to the date of the most recent unaudited quarterly consolidated financial statements included in the General Disclosure Package, at a specified date at the end of the most recent month, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the latest balance sheet included in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly consolidated financial statements for such entities included in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated net sales, net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur;

(iii) With respect to any period as to which officials of the Company have advised that no consolidated financial statements as of any date or for any period subsequent to the specified date referred to in (ii)(B) above are available, they have made inquiries of certain officials of the Company who have responsibility for the financial and accounting matters of the Company as to whether, at a specified date not more than three business days prior to the date of such letter, there were any increases in the short-term debt or long-term debt of the Company, or any change in stockholders’ equity or the consolidated capital

 

23


stock of the Company or any decreases in the net current assets or net assets of the Company, as compared with the amounts shown on the most recent balance sheet for such entities included in the General Disclosure Package; or for the period from the day after the date of the most recent unaudited quarterly financial statements for such entities included in the General Disclosure Package to such specified date, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, net operating income, or in the total or per share amounts of consolidated income before extraordinary items or net income of the Company and, on the basis of such inquiries and the review of the minutes described in paragraph (ii) above, nothing came to their attention which caused them to believe that there was any such change, increase, or decrease, except for such changes, increases or decreases set forth in such letter which the General Disclosure Package discloses have occurred or may occur; and

(iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial and statistical information contained in the Registration Statements, each Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectus that is an “electronic road show,” as defined in Rule 433(h)) and the General Disclosure Package (in each case to the extent that such dollar amounts, percentages and other financial and statistical information are derived from the general accounting records of the Company or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial and statistical information to be in agreement with such results.

For purposes of this Schedule, if the Effective Time of the Additional Registration Statement is subsequent to the execution and delivery of this Agreement, “Registration Statements” shall mean the Initial Registration Statement and the Additional Registration Statement as proposed to be filed shortly prior to its Effective Time.

 

24

EX-10.5 3 dex105.htm 2010 EMPLOYEE STOCK PURCHASE PLAN 2010 Employee Stock Purchase Plan

Exhibit 10.5

TRIUS THERAPEUTICS, INC.

2010 EMPLOYEE STOCK PURCHASE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 9, 2010

APPROVED BY THE STOCKHOLDERS: FEBRUARY 9, 2010

1. GENERAL.

(a) The purpose of the Plan is to provide a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan is intended to permit the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

2. ADMINISTRATION.

(a) The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine how and when Purchase Rights to purchase shares of Common Stock shall be granted and the provisions of each Offering of such Purchase Rights (which need not be identical).

(ii) To designate from time to time which Related Corporations of the Company shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iv) To settle all controversies regarding the Plan and Purchase Rights granted under it.

(v) To suspend or terminate the Plan at any time as provided in Section 12.

(vi) To amend the Plan at any time as provided in Section 12.

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan.

 

1.


(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside the United States.

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(d) All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the shares of Common Stock that may be sold pursuant to Purchase Rights shall not exceed in the aggregate 500,000 shares of Common Stock. In addition, the number of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1st of each year, commencing in 2011 and ending on (and including) January 1, 2020, in an amount equal to the lesser of (i) 1% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, or (ii) 250,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year shall be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

(b) If any Purchase Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased under such Purchase Right shall again become available for issuance under the Plan.

(c) The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

4. GRANT OF PURCHASE RIGHTS; OFFERING.

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees in an Offering

 

2.


(consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate, which shall comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights shall have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered hereunder: (i) each agreement or notice delivered by that Participant shall be deemed to apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) shall be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) shall be exercised.

(c) The Board shall have the discretion to structure an Offering so that if the Fair Market Value of the shares of Common Stock on the first day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of the shares of Common Stock on the Offering Date, then (i) that Offering shall terminate immediately, and (ii) the Participants in such terminated Offering shall be automatically enrolled in a new Offering beginning on the first day of such new Purchase Period.

5. ELIGIBILITY.

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate as provided in Section 2(b), to Employees of a Related Corporation. Except as provided in Section 5(b), an Employee shall not be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee has been in the employ of the Company or the Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event shall the required period of continuous employment be greater than two (2) years. In addition, the Board may provide that no Employee shall be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than twenty (20) hours per week and more than five (5) months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee shall, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right shall thereafter be deemed to be a part of that Offering. Such Purchase Right shall have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted shall be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

 

3.


(ii) the period of the Offering with respect to such Purchase Right shall begin on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she shall not receive any Purchase Right under that Offering.

(c) No Employee shall be eligible for the grant of any Purchase Rights under the Plan if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code shall apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options shall be treated as stock owned by such Employee.

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the Plan only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds twenty five thousand dollars ($25,000) of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, shall be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

(e) Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, shall be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.

6. PURCHASE RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, shall be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering.

(b) The Board shall establish one (1) or more Purchase Dates during an Offering as of which Purchase Rights granted pursuant to that Offering shall be exercised and purchases of shares of Common Stock shall be carried out in accordance with such Offering.

 

4.


(c) In connection with each Offering made under the Plan, the Board may specify a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering. In connection with each Offering made under the Plan, the Board may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering. In addition, in connection with each Offering that contains more than one Purchase Date, the Board may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata allocation of the shares of Common Stock available shall be made in as nearly a uniform manner as shall be practicable and equitable.

(d) The purchase price of shares of Common Stock acquired pursuant to Purchase Rights shall be not less than the lesser of:

(i) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

7. PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) A Participant may elect to authorize payroll deductions pursuant to an Offering under the Plan by completing and delivering to the Company, within the time specified in the Offering, an enrollment form (in such form as the Company may provide). Each such enrollment form shall authorize an amount of Contributions expressed as a percentage of the submitting Participant’s earnings (as defined in each Offering) during the Offering (not to exceed the maximum percentage specified by the Board). Each Participant’s Contributions shall be credited to a bookkeeping account for such Participant under the Plan and shall be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a third party. To the extent provided in the Offering, a Participant may begin such Contributions after the beginning of the Offering. To the extent provided in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. To the extent specifically provided in the Offering, in addition to making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash or check prior to each Purchase Date of the Offering.

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company may provide. Such withdrawal may be elected at any time prior to the end of the Offering, except as provided otherwise in the Offering. Upon such withdrawal from the Offering by a Participant, the Company shall distribute to such Participant all of his or her accumulated Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the Participant) under the Offering, and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from an Offering shall

 

5.


have no effect upon such Participant’s eligibility to participate in any other Offerings under the Plan, but such Participant shall be required to deliver a new enrollment form in order to participate in subsequent Offerings.

(c) Purchase Rights granted pursuant to any Offering under the Plan shall terminate immediately upon a Participant ceasing to be an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or other lack of eligibility. The Company shall distribute to such terminated or otherwise ineligible Employee all of his or her accumulated Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the terminated or otherwise ineligible Employee) under the Offering.

(d) Purchase Rights shall not be transferable by a Participant except by will, the laws of descent and distribution, or by a beneficiary designation as provided in Section 10. During a Participant’s lifetime, Purchase Rights shall be exercisable only by such Participant.

(e) Unless otherwise specified in an Offering, the Company shall have no obligation to pay interest on Contributions.

8. EXERCISE OF PURCHASE RIGHTS.

(a) On each Purchase Date during an Offering, each Participant’s accumulated Contributions shall be applied to the purchase of shares of Common Stock up to the maximum number of shares of Common Stock permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of Purchase Rights unless specifically provided for in the Offering.

(b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount shall be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from such next Offering, as provided in Section 7(b), or is not eligible to participate in such Offering, as provided in Section 5, in which case such amount shall be distributed to such Participant after the final Purchase Date, without interest. If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of the Offering, then such remaining amount shall be distributed in full to such Participant at the end of the Offering without interest.

(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable federal, state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date during any Offering hereunder the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the shares of

 

6.


Common Stock are subject to such an effective registration statement and the Plan is in such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date under any Offering hereunder, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in such compliance, no Purchase Rights or any Offering shall be exercised and all Contributions accumulated during the Offering (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock) shall be distributed to the Participants without interest.

9. COVENANTS OF THE COMPANY.

The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common Stock upon exercise of the Purchase Rights. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Purchase Rights unless and until such authority is obtained.

10. DESIGNATION OF BENEFICIARY.

(a) A Participant may file a written designation of a beneficiary who is to receive any shares of Common Stock and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to the end of an Offering but prior to delivery to the Participant of such shares of Common Stock or cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death during an Offering. Any such designation shall be on a form provided by or otherwise acceptable to the Company.

(b) The Participant may change such designation of beneficiary at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares of Common Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

(a) In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and

 

7.


Purchase Rights, and (iv) the class(es) and number of securities imposed by purchase limits under each ongoing Offering. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.

(b) In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue Purchase Rights outstanding under the Plan or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for those outstanding under the Plan, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for Purchase Rights outstanding under the Plan, then the Participants’ accumulated Contributions shall be used to purchase shares of Common Stock within ten (10) business days prior to the Corporate Transaction under any ongoing Offerings, and the Participants’ Purchase Rights under the ongoing Offerings shall terminate immediately after such purchase.

12. AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval shall be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing requirements.

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan shall not be impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment.

 

8.


13. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the IPO Date, but no Purchase Rights shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

14. MISCELLANEOUS PROVISIONS.

(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights shall constitute general funds of the Company.

(b) A Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering shall in any way alter the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a Related Corporation to continue the employment of a Participant.

(d) The provisions of the Plan shall be governed by the laws of the state of California without resort to that state’s conflicts of laws rules.

15. DEFINITIONS.

As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:

(a) “Board” means the Board of Directors of the Company.

(b) Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar transaction). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.

(c) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(d) “Committee” means a committee of one (1) or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

 

9.


(e) “Common Stock” means the common stock of the Company.

(f) “Company” means Trius Therapeutics, Inc., a Delaware corporation.

(g) “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering, that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account, if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.

(h) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) the consummation of a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(i) “Director” means a member of the Board.

(j) “Eligible Employee” means an Employee who meets the requirements set forth in the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

(k) “Employee” means any person, including Officers and Directors, who is employed for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(l) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

10.


(n) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the-date of determination, as reported in a source the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Sections 409A of the Code.

(iii) Notwithstanding the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock at the time when the Offering commences shall be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering.

(o) “IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

(p) “Offering” means the grant of Purchase Rights to purchase shares of Common Stock under the Plan to Eligible Employees.

(q) “Offering Date” means a date selected by the Board for an Offering to commence.

(r) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(s) “Participant” means an Eligible Employee who holds an outstanding Purchase Right granted pursuant to the Plan.

(t) “Plan” means this Trius Therapeutics, Inc. 2010 Employee Stock Purchase Plan.

(u) “Purchase Date” means one or more dates during an Offering established by the Board on which Purchase Rights shall be exercised and as of which purchases of shares of Common Stock shall be carried out in accordance with such Offering.

(v) “Purchase Period” means a period of time specified within an Offering beginning on the Offering Date or on the next day following a Purchase Date within an Offering and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

(w) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan.

 

11.


(x) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(y) “Securities Act” means the Securities Act of 1933, as amended.

(z) Trading Day means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed, including the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, is open for trading.

 

12.


TRIUS THERAPEUTICS, INC.

2010 EMPLOYEE STOCK PURCHASE PLAN

OFFERING DOCUMENT

ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 9, 2010

AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: JUNE 11, 2010

In this document, capitalized terms not otherwise defined shall have the same definitions of such terms as in the Trius Therapeutics, Inc. 2010 Employee Stock Purchase Plan.

1. GRANT; OFFERING DATE.

(a) The Board hereby authorizes a series of Offerings pursuant to the terms of this Offering document.

(b) The first Offering hereunder (the “Initial Offering”) shall begin on the IPO Date and shall end approximately 24 months following the commencement of the Initial Offering, unless terminated earlier as provided below. The Initial Offering shall consist of four (4) Purchase Periods, approximately six (6) months in length ending on or about May 20 and November 20 each year with the first Purchase Period ending on November 20, 2010, the second Purchase Period ending on May 20, 2010, the third Purchase Period ending on November 20, 2011, and the fourth Purchase Period ending on May 20, 2011.

(c) After the Initial Offering ends, a new Offering shall automatically begin over the term of the Plan on the day after the last Purchase Date of the immediately preceding Offering, and each new Offering shall be approximately twenty-four (24) months in duration. Each Offering shall consist of four (4) Purchase Periods approximately six (6) months in length ending on or about May 20 and November 20 each year. Except as provided below, a Purchase Date is the last day of a Purchase Period or of an Offering, as the case may be.

(d) Notwithstanding the foregoing: (i) if any Offering Date falls on a day that is not a Trading Day, then such Offering Date shall instead fall on the next subsequent Trading Day, and (ii) if any Purchase Date falls on a day that is not a Trading Day, then such Purchase Date shall instead fall on the immediately preceding Trading Day.

(e) Prior to the commencement of any Offering, the Board may change any or all terms of such Offering and any subsequent Offerings. The granting of Purchase Rights pursuant to each Offering hereunder shall occur on each respective Offering Date unless prior to such date (i) the Board determines that such Offering shall not occur, or (ii) no shares of Common Stock remain available for issuance under the Plan in connection with the Offering.

(f) Notwithstanding anything in this Section 1 to the contrary, if the Fair Market Value of a share of Common Stock on any Purchase Date during an Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then that Offering shall terminate immediately following the purchase of shares of Common

 

1.


Stock on such Purchase Date. Participants in the terminated Offering automatically shall be enrolled in the Offering that commences immediately after such Purchase Date. Thereafter, notwithstanding the provisions of Section 1(c) above, instead of a new Offering commencing pursuant to Section 1(c), a new Offering shall begin on the 24-month anniversary of the new Offering that commences pursuant to this Section 1(f) and every 24 months thereafter, and each such Offering shall end on the day prior to the 24-month anniversary of its Offering Date. It is intended that Sections 1(c) and 1(f) shall operate so that only one Offering shall be outstanding at any time under the Plan, and that at all times one Offering shall be outstanding under the Plan.

2. ELIGIBLE EMPLOYEES.

(a) Each Eligible Employee, who is either (i) an employee of the Company or (ii) an employee of a Related Corporation incorporated in the United States, provided that the Board or Committee has designated the employees of such Related Corporation as eligible to participate in the Offering, shall be granted a Purchase Right on the Offering Date of such Offering.

(b) Each person who, during the course of an Offering, first becomes an Eligible Employee prior to the commencement of the last Purchase Period under the Offering shall, on the first Trading Day of the first Purchase Period that commences after such person becomes an Eligible Employee, receive a Purchase Right under that Offering, which Purchase Right shall thereafter be deemed to be a part of that Offering; provided, however, that such Eligible Employee submits the necessary enrollment paperwork required by the Company on or before such date. Such Purchase Right shall have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

(i) the date on which such Purchase Right is granted shall be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right except for the application of the provision of Section 1(f) above (the application of which shall be determined only by using the Offering Date of the ongoing Offering that is the first day of the Offering), including determination of the exercise price of such Purchase Right; and

(ii) the period of the Offering with respect to such Purchase Right shall begin on its Offering Date and end coincident with the end of such Offering.

(c) Notwithstanding the foregoing, the following Employees shall not be Eligible Employees or be granted Purchase Rights under an Offering:

(i) five percent (5%) stockholders (including ownership through unexercised and/or unvested stock options) as described in Section 5(c) of the Plan; or

(ii) Employees in jurisdictions outside of the United States.

3. PURCHASE RIGHTS.

(a) Subject to the limitations herein and in the Plan, a Participant’s Purchase Right shall permit the purchase of the number of shares of Common Stock purchasable with up to fifteen percent (15%) of such Participant’s Earnings paid during the period of such Offering

 

2.


beginning immediately after such Participant first commences participation; provided, however, that no Participant may have more than fifteen percent (15%) of such Participant’s Earnings applied to purchase shares of Common Stock under all ongoing Offerings under the Plan and all other plans of the Company and Related Corporations that are intended to qualify as Employee Stock Purchase Plans.

(b) For Offerings hereunder, “Earnings” means the base compensation paid to a Participant, including all salary, wages (including amounts elected to be deferred by such Participant, that would otherwise have been paid, under any cash or deferred arrangement or other deferred compensation program established by the Company or a Related Corporation), but excluding all of the following: all overtime pay, commissions, bonuses, and other remuneration paid directly to such Participant, profit sharing, the cost of employee benefits paid for by the Company or a Related Corporation, education or tuition reimbursements, imputed income arising under any Company or Related Corporation group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options and other equity awards, contributions made by the Company or a Related Corporation under any employee benefit plan, and other similar items of compensation.

(c) Notwithstanding the foregoing, the maximum number of shares of Common Stock that a Participant may purchase on any Purchase Date in an Offering shall be such number of shares as has a Fair Market Value (determined as of the Offering Date for such Offering) equal to (x) $25,000 multiplied by the number of calendar years in which the Purchase Right under such Offering has been outstanding at any time, minus (y) the Fair Market Value of any other shares of Common Stock (determined as of the relevant Offering Date with respect to such shares) that, for purposes of the limitation of Section 423(b)(8) of the Code, are attributed to any of such calendar years in which the Purchase Right is outstanding. The amount in clause (y) of the previous sentence shall be determined in accordance with regulations applicable under Section 423(b)(8) of the Code based on (i) the number of shares previously purchased with respect to such calendar years pursuant to such Offering or any other Offering under the Plan, or pursuant to any other Company or Related Corporation plans intended to qualify as Employee Stock Purchase Plans, and (ii) the number of shares subject to other Purchase Rights outstanding on the Offering Date for such Offering pursuant to the Plan or any other such Company or Related Corporation Employee Stock Purchase Plan.

(d) The maximum aggregate number of shares of Common Stock available to be purchased by all Participants under an Offering shall be the number of shares of Common Stock remaining available under the Plan on the Offering Date, rounded down to the nearest whole share. If the aggregate purchase of shares of Common Stock upon exercise of Purchase Rights granted under the Offering would exceed the maximum aggregate number of shares available, the Board shall make a pro rata allocation of the shares available in a uniform and equitable manner. Any Contributions not applied to the purchase of available shares of Common Stock shall be refunded to the Participants without interest.

(e) Notwithstanding the foregoing, the maximum number of shares of Common Stock that may be purchased on any single Purchase Date by all Eligible Employees during any Offering shall not exceed 90,000 shares.

 

3.


(f) If the aggregate number of shares of Common Stock to be purchased upon the exercise of all outstanding Purchase Rights on a single Purchase Date would exceed any of the foregoing limits, the Board shall make a uniform and equitable allocation of the shares available. Any Contributions not applied to the purchase of available shares of Common Stock shall be refunded to the Participants without interest.

4. PURCHASE PRICE.

The purchase price of shares of Common Stock under an Offering shall be the lesser of: (i) eighty-five percent (85%) of the Fair Market Value of such shares of Common Stock on the Offering Date, or (ii) eighty-five percent (85%) of the Fair Market Value of such shares of Common Stock on the applicable Purchase Date, in each case rounded up to the nearest whole cent per share. For the Initial Offering, the Fair Market Value of the shares of Common Stock at the time when the Offering commences shall be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering.

5. PARTICIPATION.

(a) An Eligible Employee may elect to participate in an Offering to be effective on the Offering Date. An Eligible Employee shall elect his or her payroll deduction percentage on such enrollment form as the Company provides. The completed enrollment form must be delivered to the Company at least ten (10) days prior to the date participation is to be effective, unless a later time for filing the enrollment form is set by the Company for all Eligible Employees with respect to a given Offering. Payroll deduction percentages must be expressed in whole percentages of Earnings, with a minimum percentage of one percent (1%) and a maximum percentage of fifteen percent (15%). Except as provided in Section 5(g), a Participant may participate only by way of payroll deductions.

(b) A Participant may increase or decrease his or her participation level at any time with such change to be effective commencing as of the next Offering. Any such increase or decrease in participation level shall be made by delivering a notice to the Company or a designated Related Corporation in such form as the Company provides prior to the ten (10) day period (or such shorter period of time as determined by the Company and communicated to Participants) immediately preceding the next Offering Date for which it is to be effective. A Participant may also increase or decrease his or her participation level to be effective in a subsequent Purchase Period of an ongoing Offering in accordance with procedures established by the Company.

(c) A Participant may increase his or her participation level once during a Purchase Period. In addition, a Participant may decrease (including a decrease to zero percent (0%)) his or her participation level no more than once during a Purchase Period. Any such change in participation level shall be made by delivering a notice to the Company or a designated Related Corporation in such form as the Company provides prior to the ten (10) day period (or such shorter period of time as determined by the Company and communicated to Participants) immediately preceding the payroll date for which it is to be effective and such change will become effective as soon as administratively practicable following the Company’s receipt of the

 

4.


notice. Any Participant who has not increased his or her payroll deduction level from zero percent (0%) to at least one percent (1%) by the time proscribed before the start of a new Offering shall be deemed to have withdrawn from the Plan effective as of, respectively, the first day of that new Offering.

(d) A Participant may withdraw from an Offering and receive a refund of his or her Contributions (reduced to the extent, if any, such Contributions have been used to acquire shares of Common Stock for the Participant on any prior Purchase Date) without interest, at any time prior to the end of the Offering, excluding only each ten (10) day period immediately preceding a Purchase Date (or such shorter period of time determined by the Company and communicated to Participants), by delivering a withdrawal notice to the Company or a designated Related Corporation in such form as the Company provides. A Participant who has withdrawn from an Offering shall not again participate in such Offering, but may participate in subsequent Offerings under the Plan in accordance with the terms of the Plan and the terms of such subsequent Offerings.

(e) Notwithstanding the foregoing or any other provision of this Offering document or of the Plan to the contrary, neither the enrollment of any Eligible Employee in the Plan nor any forms relating to participation in the Plan shall be given effect until such time as a registration statement covering the shares reserved under the Plan that are subject to the Offering has been filed by the Company and has become effective. If the provisions of this Section are applicable, the Company shall establish such procedures as will enable the purposes of the Plan to be satisfied while complying with applicable securities laws. Such procedures may include, for example, allowing Participants to participate other than by means of payroll deduction and/or allowing Participants to increase their level of participation during a Purchase Period.

(f) Notwithstanding the foregoing or any other provision of this Offering document or of the Plan to the contrary, the Company may determine in its sole discretion at any time, including at any time following the commencement of an Offering or Purchase Period, that it will no longer accept Participant requests to increase participation levels during such Offering or Purchase Period, as applicable.

(g) Notwithstanding the foregoing or any other provision of this Offering document or of the Plan to the contrary, with respect to the Initial Offering only, each Eligible Employee who is employed on the Offering Date for the Initial Offering automatically shall be enrolled in the Initial Offering, with a Purchase Right to purchase up to the number of shares of Common Stock that are purchasable with fifteen percent (15%) of the Eligible Employee’s Earnings, subject to the limitations set forth in Section 3(c) - 3(f) above. Following the filing of an effective registration statement pursuant to a Form S-8, such Eligible Employee shall be provided a certain period of time, as determined by the Company in its sole discretion, within which to elect to authorize payroll deductions for the purchase of shares during the Initial Offering (which may be for a percentage that is less than fifteen percent (15%) of the Eligible Employee’s Earnings, and will have a limited opportunity to make all or part of the contributions in a single lump sum cash payment for the purchase of such shares to the Company or a designated Related Corporation prior to the ten (10) day period (or such shorter period of time as determined by the Company and communicated to Participants) immediately preceding the first Purchase Date under the Initial Offering. To the extent that the Eligible Employee’s payroll

 

5.


deductions for such initial Purchase Period are less than fifteen percent (15%) of the Eligible Employee’s Earnings paid to the Eligible Employee during the initial Purchase Period of the Offering, the Eligible Employee may make an additional cash payment at any time or prior to the ten (10) day period (or such shorter period of time as determined by the Company and communicated to Participants) immediately preceding the Purchase Date under the Initial Offering. If an Eligible Employee neither elects to authorize payroll deductions nor chooses to make a cash payment in accordance with the foregoing sentence, then the Eligible Employee shall not purchase any shares of Common Stock during the Initial Offering. In order to participate in any Offerings that follow the Initial Offering, an Eligible Employee must affirmatively enroll and authorize payroll deductions prior to the commencement of the Offering, in accordance with paragraph (a) above.

(h) Once an Eligible Employee affirmatively enrolls in an Offering and authorizes payroll deductions (including in connection with the Initial Offering), the Eligible Employee automatically shall be enrolled for all subsequent Offerings until he or she elects to withdraw from an Offering pursuant to paragraph (d) above or terminates his or her participation in the Plan.

6. PURCHASES.

Subject to the limitations contained herein, on each Purchase Date, each Participant’s Contributions (without any increase for interest) shall be applied to the purchase of whole shares of Common Stock, up to the maximum number of shares permitted under the Plan and the Offering.

7. NOTICES AND AGREEMENTS.

Any notices or agreements provided for in an Offering or the Plan shall be given in writing, in a form provided by the Company (including documents delivered in electronic form, if authorized by the Committee), and unless specifically provided for in the Plan or this Offering, shall be deemed effectively given upon receipt or, in the case of notices and agreements delivered by the Company, five (5) days after deposit in the United States mail, postage prepaid.

8. EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.

The Purchase Rights granted under an Offering are subject to the approval of the Plan by the stockholders of the Company as required for the Plan to obtain treatment as an Employee Stock Purchase Plan.

9. CAPITALIZATION ADJUSTMENTS.

The limitation set forth in Section 3(e) shall be adjusted, as appropriate, to reflect Capitalization Adjustments.

10. OFFERING SUBJECT TO PLAN.

Each Offering is subject to all the provisions of the Plan, and the provisions of the Plan are hereby made a part of the Offering. The Offering is further subject to all interpretations,

 

6.


amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of an Offering and those of the Plan (including interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan), the provisions of the Plan shall control.

 

7.

EX-10.12 4 dex1012.htm STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE Standard Industrial/Commercial Multi-Tenant Lease

Exhibit 10.12

LOGO

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Provisions (“Basic Provisions”).

1.1 Parties: This Lease (“Lease”), dated for reference purposes only September 7 , 2004, is made by and between Nancy Ridge Technology Center, L.P., a California Limited Partnership (“Lessor”) and RexC Pharmaceuticals, Inc., a California corporation (“Lessee”), (collectively the “Parties”, or individually a “Party”).

1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 6310 Nancy Ridge Drive, Suite #105, located in the City of San Diego, County of San Diego, State of California, with zip code 92121, as outlined on Exhibit B & C attached hereto (“Premises”) and generally described as (describe briefly the nature of the Premises): Approximately 5,803 square feet of office and biotech lab space. In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project.” (See also Paragraph 2)

1.2(b) Parking: Pro rata share of unreserved vehicle parking spaces (“Unreserved Parking Spaces”); and No reserved vehicle parking spaces (“Reserved Parking Spaces”). (See also Paragraph 2.6)

1.3 Term: Two (2) years and No months (“Original Term”) commencing September 1, 2004 (“Commencement Date”) and ending August 31, 2006 (“Expiration Date”). (See also Paragraph 3)

1.4 Early Possession: Upon full execution of Lease (“Early Possession Date”). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: $4,874.52 per month (“Base Rent”), payable on the first (1st) day of each month commencing August 15, 2004. (See also Paragraph 4)

þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted.

1.6 Lessee’s Share of Common Area Operating Expenses: three point three percent (3.3%) (“Lessee’s Share”).

1.7 Base Rent and Other Monies Paid Upon Execution:

(a) Base Rent: $4,874.52 for the period September 2004.

(b) Common Area Operating Expenses: $1,450.00 for the period September 2004.

(c) Security Deposit: $9,749.04 (“Security Deposit”). (See also Paragraph 5)

(d) Other: $             for                                          .

(e) Total Due Upon Execution of this Lease: $16,073.56.

1.8 Agreed Use: General office, biotech research and development. Lessee shall not create any health or safety risks, odors, or nuisance to any other tenants in the project; nor preclude, nor limit any other present or future tenant’s use of space. (See also Paragraph 6)

1.9 Insuring Party. Lessor is the “Insuring Party”. (See also Paragraph 8)

1.10 Real Estate Brokers: (See also Paragraph 15)

(a) Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):

þ Phase 3 Properties represents Lessor exclusively (“Lessor’s Broker”);

þ CB Richard Ellis represents Lessee exclusively (“Lessee’s Broker”); or

¨                                          represents both Lessor and Lessee (“Dual Agency”).

(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of              or      % of the total Base Rent for the brokerage services rendered by the Brokers). Half of this fee will be paid upon execution of this lease by both parties, and the other half will be paid once Lessee has taken possession of the premises and begun paying full rent. Broker shall not be paid on any lease extensions, options or expansions, or any space subleased to Perlan.

1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by                                           (“Guarantor”). (See also Paragraph 37)

1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 50 through 63 and Exhibits A through C, all of which constitute a part of this Lease.

2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less.

2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building (“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 1 OF 14

REVISED

   FORM MTN-2-2/99E


non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).

2.3 Compliance. Lessor warrants that to the best of Lessor’s actual knowledge and without duty to investigate, the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date (“Applicable Requirements”). Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises pursuant to the formula set out in Paragraph 7.1(d); provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.

(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor.

(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

(b) Lessee shall not service or store any vehicles in the Common Areas.

(c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

(d) Lessor reserves the right to designate, change, or eliminate employee parking areas in the Project.

2.7 Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8 Common Areas - Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 2 OF 14

REVISED

   FORM MTN-2-2/99E


the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. Except as otherwise provided, if possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:

(a) “Common Area Operating Expenses” are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following:

 

 

(i)

The operation, repair and maintenance, in neat, clean, good order and condition of the following:

(aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, and roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire detection and/or sprinkler systems.

 

 

(ii)

The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.

 

 

(iii)

Trash disposal, pest control services, property management, security services, and the costs of any environmental inspections.

 

 

(iv)

Reserves set aside for maintenance and repair of Common Areas.

 

 

(v)

Real Property Taxes (as defined in Paragraph 10).

 

 

(vi)

The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.

 

 

(vii)

Any deductible portion of an insured loss concerning the Building or the Common Areas.

 

 

(viii)

The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the cost of such Capital Expenditure in any given month.

 

 

(ix)

Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense.

(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit (which shall specifically include the tax assessment of the existing improvements, and any new improvements to the suite), the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

(c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.

(d) Lessee’s Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a reasonably detailed statement of actual expenses is presented to Lessee. At Lessor’s option, however, an An amount may be estimated by Lessor from time to time of Lessee’s Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate, during each 12 month period of the Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses incurred during the preceding year. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year exceed Lessee’s Share as indicated on such statement; Lessor shall credit the amount of such over-payment against Lessee’s Share of Common Area Operating Expenses next becoming due. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year were less than Lessee’s Share as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.

(e) Exclusions to Common Area Operating Expenses: The “Common Area Operating Expenses” shall exclude the following:

 

 

(i)

depreciation, interest and/or amortization on mortgages or ground lease payments;

 

 

(ii)

legal fees incurred in negotiating and enforcing other tenant leases affecting the Project;

 

 

(iii)

real estate broker commissions;

 

 

(iv)

initial improvements or alterations to tenant spaces;

 

 

(v)

the cost of providing any service directly to, and paid directly by, any other tenant;

 

 

(vi)

Cost of any items for which Lessor receives reimbursement from insurance proceeds or from any third party (other than reimbursement from the other tenants of the Building based upon such tenants’ pro rata share of Common Area Operating Expenses);

 

 

(vii)

costs and expenses incurred with respect to the removal of Hazardous Substances not attributable to the acts of Lessee;

 

 

(viii)

any management fee in excess of four percent (4%) of the Base Rent; and

 

 

(ix)

any federal and state income taxes, and other taxes applied or measured by Lessor’s general or net income (as opposed to rents, receipts; or income directly attributable to operation of the Project and excluding real property taxes and assessments which are Lessee’s responsibility under the lease).

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any late charges which may be due.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 3 OF 14

REVISED

   FORM MTN-2-2/99E


term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. If Lessee Defaults under any of the terms of this lease; the Security Deposit shall be increased to an amount equal to three month of the then current Base Rent and NNN charges.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

6.2 Hazardous Substances.

(a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. Lessee may use amounts and types of Hazardous Substances which are reasonable and customary for purposes of conducting its business operations in accordance with its Permitted Use of the Premises in accordance with Applicable Requirements and/or Law.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, or in violation of Applicable Requirements, and/or Law, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

                (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.

(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination.

6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants which relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.

        6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 4 OF 14

REVISED

   FORM MTN-2-2/99E


7.1 Lessee’s Obligations.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.

(b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii) clarifiers, and (iv) any other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost thereof.

(c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof.

(d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance at a rate that is commercially reasonable in the judgment of Lessor’s accountants. Lessee may, however, prepay its obligation at any time.

7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations.

(a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines, power panels, electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

                (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month’s Base Rent in the aggregate or a sum equal to one month’s Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

(c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialman’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s attorneys’ fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.

(a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.

8.2 Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or Lessor’s of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 5 OF 14

REVISED

   FORM MTN-2-2/99E


(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.

(b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value Insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.

(d) Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

8.4 Lessee’s Property; Business Interruption Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. See paragraph 8.8 and 65.

(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

        8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee’s business or for any loss of income or profit therefrom.

8.9 Payment of Deductible Amounts. Lessee’s obligation with respect to payment of any “deductible amount” under Lessor’s liability, fire and/or casualty policies of insurance shall be as follows:

(a) If the damage or destruction is caused by a negligent or intentional act or omission by Lessee or Lessee’s agents, employees or contractors or otherwise arises out of the operation of the Lessee’s business and/or occupancy of the Premises; then Lessee shall pay the full ‘deductible amount’.

(b) If the damage or destruction is caused by a negligent or intentional act or omission by another tenant of the Building or such other tenant’s agents, employees or contractors or otherwise arises out of the operation of such other tenant’s business and/or such other tenant’s occupancy of another portion of the Building; then such other tenant shall pay the full “deductible amount” and Lessee shall have no responsibility or liability therefore and such amount shall not be included as an element of Common Area Operating Expenses.

(c) If the damage or destruction arises from any other cause other than a cause described in either of the preceding subparagraphs (a) or (b); then the “deductible amount” shall be an item of Common Area Operating Expenses.

9. Damage or Destruction.

9.1 Definitions.

(a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total

(b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

                (c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

(d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

        9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 6 OF 14

REVISED

   FORM MTN-2-2/99E


shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished.

9.6 Abatement of Rent; Lessee’s Remedies.

(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

                (b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence” shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

10.1 Definition. As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project, and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2.

10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request.

10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the dumpster and/or an increase in the number of times per month that the dumpster is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such increased costs.

12. Assignment and Subletting.

12.1 Lessor’s Consent Required.

(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

(b) A change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. “Net Worth of Lessee” shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 7 OF 14

REVISED

   FORM MTN-2-2/99E


(d) An assignment or subletting without consent shall, at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.

(e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

(a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s Default or Breach.

(c) Lessor’s consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor’s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $1,000 or 10% of the current monthly Base Rent applicable to the portion of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as consideration for Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.

(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

(g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor’s prior written consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee.

(c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41 (easements), or, (viii) or any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

(e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

(f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

(g) If the performance of Lessee’s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 8 OF 14

REVISED

   FORM MTN-2-2/99E


through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions”, shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (“Interest”) charged shall be equal to the prime rate reported in the Wall Street Journal as published closest prior to the date when due plus 4%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

                (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent an amount equal to the greater of one month’s Base Rent or the Security Deposit, and to pay an excess of such expense under protest, reserving Lessee’s right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of Lessee’s Reserved Parking Spaces, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.

15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.

15.2 Assumption of Obligations. Any buyer or transferee of Lessor’s interest in this Lease shall be deemed to have assumed Lessor’s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee’s Broker when due, Lessee’s Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee’s Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor’s Broker for the limited purpose of collecting any brokerage fee owed.

15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

(a) Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party”) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the American Industrial Real Estate Association, or as may be reasonably required by a purchaser, lender, or the Lessor, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

                (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Notwithstanding the above, and subject to the provisions of

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 9 OF 14

REVISED

   FORM MTN-2-2/99E


Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease, provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices except in the case of Lessor in which case Notice must be concurrently delivered to (a) the Property Manager and (b) Sig Luther at 401 West “A” Street #1625, San Diego, CA 92101, Tel. 619-239-0755, Fax 619-239-0541. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

(a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:

(i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(ii) Lessee’s Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor’s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent’s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.

(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.

(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys’ fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

(c) Buyer and Seller agree to identify to Brokers as “Confidential” any communication or information given Brokers that is considered by such Party to be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination and Lessee shall pay Lessor for any and all costs and/or damages incurred by Lessor as a result of any holdover by Lessee. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 10 OF 14

REVISED

   FORM MTN-2-2/99E


such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new lease between Lessee and such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor. Upon any Default by Lessor in the performance of Lessor’s obligations under any mortgage, deed of trust, ground lease, lease-back lease, or assignment, Lessee (and any Sublessee) shall attorn to the mortgagee, ground lessor, lease-back lessor or assignee thereunder upon demand and shall execute and deliver any instrument or instruments confirming the attornment herein provided. Lessee shall, upon Lessor’s request, subordinate the Lease in the future to any first, second, or third lien placed upon the Premises by Lessor provided such lender executes a commercially reasonable non-disturbance agreement.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). Lessor shall be further entitled to recover reasonable attorney’s fees incurred in connection with any hearing or motion for assumption or rejection of the Lease under Title 11 of the United States Code.

32. Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For Sale” signs and Lessor may during the last 6 months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may at any time place on the Premises any ordinary “For Sublease” sign.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent. All signs must comply with all Applicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor.

37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Options. If Lessee is granted an option, as defined below, then the following provisions shall apply.

39.1 Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a).

                (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3 or more notices of separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 11 OF 14

REVISED

   FORM MTN-2-2/99E


42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.

43. Authority. If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or proceeding involving the Property or arising out of this Agreement.

49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ¨ is þ is not attached to this Lease.

50. Rental Escalations: The Base Rent shall:

 

 

(a)

be waived during the Early Possession,

 

 

(b)

be discounted to $4,874.52 from $9,749.04 from the Commencement Date through 2/28/05,

 

 

(c)

go to $9,749.04 on March 1, 2005, and

 

 

(d)

increase to $10,139.00 on September 1, 2005.

51. California Broker Disclosure: Chris Loughridge is a licensed California Real Estate Broker.

52. Monthly Common Area Operating Expense Estimate: In addition to the Base Rent; Lessee shall initially pay a monthly charge of $1,450.00 which is an estimate of the monthly Common Area Operating Expenses due under Paragraph #4.

53. Right to Recapture: Lessor shall have the option, at Lessor’s sole discretion, to terminate the lease and recapture the space in lieu of approving any proposed sublease other than the sublease to Perlan.

54. Assignment/Subleasing Overage: In the event Lessee assigns this lease, or subleases any portion of the premises for more consideration than that paid by Lessee, seventy-five percent (75%) of any such overage shall be paid to Lessor as additional rent (except in the instance of a sublease to Perlan in which case 100% of the consideration paid by Perlan will be paid to Lessor). If excess rent is being determined for a subtenant(s) which occupy(ies) less than all of the premises, then excess rent shall be the difference between; (1) the amount of the rent and other amounts paid by the subtenant, and (2) the amount of base rent and other charges due under the lease multiplied by a fraction, the numerator of which is the usable floor area of the premises occupied by the subtenant(s) and the denominator of which is the total usable floor area of the premises.

55. Substances For Biomedical Research: Lessor acknowledges that Lessee is in the business of biomedical research. In the course of conducting such business, Lessee will have on the Premises and will be handling substances that will include, but not be limited to, certain chemicals, gases, solvents, and other materials typically used in biomedical research. Lessee shall abide by, and be in compliance with all City, State, and Federal Agency rules and regulations governing the usage of said substances.

56. Phase I Environmental Report: At the end of the Lease, Lessee shall provide Lessor with a Phase I Report (or a more detailed report if recommended by the preparer), prepared by a reputable environmental company approved in advance in writing by Lessor, indicating the Premises is free of any and all Hazardous Materials.

57. Lessee’s Financials: Lessee shall deliver a copy of Lessee’s financial statements to Lessor on a quarterly basis, and a copy of Lessee’s tax return when requested by Lessor.

58. Animals: Provided it does not create any health risks, odors, or nuisance to any other tenants in the project; and provided Lessee’s use and housing of all such animals is in compliance with all applicable City, State, and Federal Agency rules and regulations; Lessee may house mice, rats, guinea pigs, and rabbits in hepa filtered cages.

59. Concession Recapture: If the Lease is terminated prior to the expiration of the Original Term as a consequence of Lessee’s Breach, then, in addition to all other remedies available to Lessor as a consequence of such Breach, Lessor shall be entitled to recover from Lessee the full amount of any Leasing Commissions paid, or financial concessions made as a part of this Lease including, but not limited to any Early Possession, Abated Rent, Free Rent, Tenant Improvement Costs, and any Tenant Improvement Allowance.

60. Approval by Lender: The obligations of Lessor under the Lease are conditioned upon written approval of the Lease by Lessor’s Lender(s).

61. Tenant Improvements: Lessor will install one additional 220 plug if required, but otherwise the Premises is being delivered “AS-IS”.

62. Option to Expand or Terminate: Lessee shall have a one time option to terminate this Lease if Lessee gives Lessor Notice that Lessee needs more space, and Lessor is unable to provide suite #101 at 6310 Nancy Ridge Drive (or space of equal or greater size and substantially similar in lab offerings) to Lessee at the same per square foot price within ninety days of said Notice from Lessee to Lessor. If Lessor is unable to meet Lessee’s space requirement within the ninety day period, Lessee may terminate the lease effective the earlier of (a) 120 days from Lessee’s initial Notice for more space, or (b) August 31, 2005, by reimbursing Lessor for all unamortized leasing commission, tenant improvements and rent concessions (including Early Possession, Discounted Rent and Free rent). This Option to Expand or Terminate shall expire on the earlier of (a) August 31, 2005 or (b) any Lessee Default (whether since cured or not).

63. Options to Extend: Provided, and only if, (a) Lessee has not at any time Defaulted (whether since cured or not) under any of the terms of this Lease, and (b) Lessee has delivered written Notice of Lessee’s intent to exercise said option not less than 120 days, prior to the Expiration Date, Lessee shall have two (2) one (1) year options to extend the Lease at a four

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 12 OF 14

REVISED

   FORM MTN-2-2/99E


percent (4%) increase in the Base Rent.

64. Existing Equipment: The existing hoods, ice maker and DI water system are Lessor’s property but may be used by Lessee and shall be maintained in good working order by Lessee at Lessee’s sole cost, during the term of the Lease.

65. Business Interruption: Lessee acknowledges that, notwithstanding Lessor’s agreement not to require Lessee to maintain business interruption insurance, the provisions of Paragraph 8.8 of this Lease remain in full force and effect.

66. Permitted Transactions: Lessor’s consent shall not be required for an assignment of this Lease (i) to any person(s) or entity that controls, is controlled by, or is under common control with Lessee, (ii) to any entity resulting from the merger, acquisition, consolidation, or other reorganization with Lessee, whether or not Lessee is the surviving entity, (iii) to any person or legal entity that acquires all or substantially all of the assets or stock of Lessee (each of the foregoing is hereinafter referred to as a “Tenant Affiliate”), provided that before such assignment shall be effective, (x) the Tenant Affiliate shall deliver to Lessor a written document by which the Tenant Affiliate assumes in full the obligations of Lessee under this Lease, (y) Lessor shall be given written notice of such assignment and assumption, including a copy of the document(s) that evidence the assignment, and (z) the use of the Premises by the Tenant Affiliate shall be as set forth in Paragraph 1.8 above. Lessor’s consent shall also not be required for an assignment described in Paragraph 12(b) above (i.e, sale of 25 percent or more of voting control of Lessee), provided that before such assignment shall be effective, the person or entity acquiring the voting control executes and delivers to Lessor a written guaranty of Lessee’s obligations under this Lease, and such written guaranty shall be on the current form published by American Industrial Real Estate Association. Lessor agrees that Paragraph 12.1(b) above shall not apply to sales of shares or other ownership interests of Lessee if such sales are conducted through a nationally recognized securities exchange pursuant to a duly registered public offering, provided that if more than 25 percent of the voting control of Lessee is sold to a single person or entity, the provisions of the preceding sentence shall apply of Lessor’s consent shall be required. The term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management, affairs, and policies of anyone, whether through ownership of voting securities, by contract, or otherwise. The bonus rental provisions of Section 54 or such other sections shall not apply to an assignment or sublease by Lessee to a Tenant Affiliate.

%

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

 

Executed at:

 

San Diego

On:

 

9/8/04

By LESSOR

Nancy Ridge Technology Center, L.P., a

a California Limited Partnership

By:

 

Nancy Ridge Technology Center, LLC,

a California Limited Liability Co.

Title:

 

General Partner of the L.P.

By:

 

/s/ Chris Loughridge

Name Printed:

 

Chris Loughridge

Title:

 

Manager of the LLC

Address:

 

1145 Pacific Beach Drive #309

San Diego, CA 92109-5158

 

Telephone:

 

(858) 272-4400

Facsimile:

 

(858)272-4600

Federal ID No.

 

33-0990420

 

Executed at:

 

San Diego

On:

 

 

By LESSEE

RexC Pharmaceuticals, Inc., a California

corporation

By:

 

/s/ John Finn

Name Printed:

 

John Finn

Title:

 

President

By:

 

 

Name Printed:

 

 

Title:

 

 

Address:

 

 

 

 

Telephone:

 

(858)

Facsimile:

 

(858)

Federal ID No.

 

 


 

These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: American Industrial Real Estate Corporation, 700 South Flower Street, Suite 600, Los Angeles, CA 90017.

(213) 687-8777.

©Copyright 1999 By American Industrial Real Estate Association.

All rights reserved.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 13 OF 14

REVISED

   FORM MTN-2-2/99E


No part of these works may be reproduced in any form without permission in writing.

 

          
              

Initials    

               Initials

©1999 – American Industrial Real Estate Association

  

PAGE 14 OF 14

REVISED

   FORM MTN-2-2/99E


RULES AND REGULATIONS

Exhibit “A”

Attached to and Forming a Part of the Lease Agreement

 

1.

Lessor agrees to furnish two keys without charge. Additional keys will be furnished at an optional charge. Lessee shall not change locks or install additional locks on doors without prior written consent of Lessor. Lessee shall not make or cause to be made duplicates of keys procured from Lessor without prior approval of Lessor. All keys to Leased Premises shall be surrendered to Lessor upon termination of this Lease.

 

2.

Lessee will refer all contractors, contractor’s representatives, and installation technicians rendering any service on or to the Lease Premises for Lessee to Lessor for Lessor’s approval before performance of any contractual service. Lessee’s contractors and installation technicians shall comply with Lessor’s rules, regulations and specifications pertaining to construction and installation. This provision shall apply to all work performed on or about the Leased Premises or Property, including installation of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls woodwork, trim, windows, ceilings and equipment or any other physical portion of the Lease Premises or Property.

 

3.

Lessee shall not at any time occupy any part of the Leased Premises or Property as sleeping or lodging quarters.

 

4.

No storage shall be permitted outside the Leased Premises, including, without limitation, the storage of motor vehicles, trucks, boats, trailers. pallets, drums, or equipment of any kind or nature, without the permission in writing from Lessor. Lessee shall not be permitted to conduct any work activity outside the Leased Premises. Lessee shall not work on motor vehicles on or in the Premises.

 

5.

Lessee shall not place, install or operate on the Leased Premises or in any part of the Building any engine, stove or machinery, or conduct mechanical operations or cook thereon or therein, or place or use in or about the Leased Premises or Property any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material without written consent of Lessor. Lessee shall not use, keep or permit to be used or kept any foul or obnoxious gas or substance on or around the Premises, which would unreasonably disturb other tenants on the Project or is prohibited by a standard form insurance policy. Notwithstanding the foregoing, this rule shall not be construed to preclude Lessee’s use of a microwave oven or similar appliances in an employee break room.

 

6.

Lessor will not be responsible for lost or stolen personal property, equipment, money or jewelry from the Leased Premises or the Property regardless or whether such loss occurs when the area is locked against entry.

 

7.

No dogs, cats, fowl or other animals shall be brought into or kept in or about the Leased Premises or Property.

 

8.

None of the parking, lawn areas, entries, doors or stairways shall be blocked or obstructed or any rubbish, litter, trash, or material or any nature placed, emptied or thrown into these areas or such area used by Lessee’s agents, employees or invitees at any time for purposes inconsistent with their designation by Lessor. No Lessee shall permit any trash, oil, chemicals or any foreign materials to be deposited or disposed of in the landscaped, parking or common areas of the project. Trash (not including oil, hazardous materials, chemicals, which shall not be disposed of on the project) shall be placed inside the bins. at a level not higher than the top of the bin and shall not be placed outside the bin or in the enclosure area. Lessee shall cooperate with Lessor and all other tenants of the development so that the common areas may be kept in a clean and orderly condition and free of obstruction. Lessor provides free, NORMAL use of waste containers and disposal service; however, Lessee shall provide, at Lessee’s expense, waste containers and regular disposal service as may be, required by Lessee in excess of the service made available by Lessor as provided above. This shall preclude abnormal trash pick-ups as determined by Lessor where trash generated by Lessee is considered excessive above average usage.

 

9.

The water closets and other water fixtures shall not be used for any purpose other than those for which they were constructed, and any damage resulting to them from misuse or by the defacing or injury of any part of the building shall be borne by the person who shall occasion it. No person shall waste water by interfering with the faucets or otherwise.

 

10.

No person shall disturb occupants of the Building by the use of any radios, record players, tape recorders, musical instruments, the making of unseemly noises or any unreasonable use.


11.

Subject to the term of the Lease, no advertisement, picture or sign of any sort shall be displayed on or outside the Premises without the prior written consent of the Lessor. Lessor shall have the right to remove any such unapproved item without notice and at Lessee’s expense.

 

12.

Lessee shall not use any method of heating or air conditioning other than that supplied by Landlord without the consent of Lessor.

 

13.

Lessee shall not disturb, solicit or canvas any occupant of the Building or Project and shall cooperate to prevent the same.

 

14.

No persons shall go on the roof or in the meter rooms(s) without the Landlord’s permission.

 

15.

Business machines and mechanical equipment belonging to the Lessee which cause noise or vibration that may be transmitted to the structure of the Building, to such a degree as to cause structural damages or unreasonably disturb other tenants shall be placed and maintained by Lessee, at Lessee’s expense, on vibration eliminators or other devices sufficient to effectively control noise vibration.

 

16.

Except in the normal conduct of its business, Lessee shall not regularly park motor vehicles in the parking areas after the conclusion of normal daily business activities.

Lessee and its employees, agents and invitees shall park their vehicles only in those parking areas designated by Lessor. Lessee shall not leave any vehicle in a state of disrepair (including without limitation, flat tires, out of date inspection stickers, or license plates) on the Property. If Lessee or its employees, agents, invitees park their vehicles in areas other than the designated parking areas or leave any vehicle in a state of disrepair, Lessor shall have the right to remove such vehicles at Lessee’s expense. Parking is shared in common with all other tenants.

Parking shall be in compliance with all parking rules and regulations including any sticker or other identification system established by Lessor. Failure to observe the rules and regulations shall terminate Lessee’s right to use the parking area and subject the vehicle in violation of the parking rules and regulations to removal and impoundment. No such termination of parking privileges or removal of impoundment of a vehicle shall create any liability on Lessor or to be deemed to interfere with Lessee’s right to possession of the Leased Premises. Vehicles must be parked entirely within the stall lines and all directional signs, arrows and posted speed limits must be observed. Parking is prohibited in areas not striped for parking, in aisles, where “No Parking” signs are posted, on ramps, in crosshatched areas, and in other areas as may be designated by Lessor. Parking stickers or other forms or identification supplied by Lessor shall remain the property of Lessor and not the property of Lessee and are not transferable. Every person is required to park and lock his vehicle. All responsibility for damage to vehicles or persons is assumed by the owner of the vehicle or its driver.

Lessee shall unload vehicles only in those areas designated by Lessor for such purpose. During periods of loading and unloading, Lessee shall not unreasonably interfere with traffic flow within the project and loading and unloading areas of other tenants. All goods, including materials used to store goods, delivered to the premises of the Lessee shall be immediately moved into premises and shall not be left in parking or receiving areas overnight. Tractor-trailers, which must be unhooked or parked with dolly wheels beyond the concrete loading areas, must use steel plates or wood blocks under the dolly wheels to prevent damage to the asphalt paving surfaces. No parking or storing of such trailers will be permitted in the auto parking areas of the Project or on streets adjacent thereto.

 

17.

Lessee is responsible for the cleaning of his own entry, restrooms and interior of windows. In the case of shared entries, hallways and restrooms, each Lessee shall cooperate with the other Tenants sharing the facilities to maintain good order and shall share the expense equally.

 

18.

Lessee will provide and keep in working order all necessary fire extinguishers to provide adequate protection and meet all city, state and federal requirements.

 

19.

Lessee shall not lay floor covering within the Lease Premises without written approval of the Lessor. The use of cement or other similar adhesive materials not easily removed with water is expressly prohibited.

 

20.

No stored goods (e.g. boxes, racking, raw or finish product, etc.) shall be visible through Lessee’s windows. Lessee shall use window coverings that are acceptable to Lessor to prevent any such items from being visible through the windows to the outside. It shall be Lessee’s responsibility to maintain the window coverings in good working order and condition so as to maintain the aesthetic appeal of the property.


21.

It is Lessor’s desire to maintain the Property in the highest standard of dignity and good taste consistent with comfort and convenience for Lessees. Any action or condition not meeting this high standard should be reported directly to Lessor. Your cooperation will be mutually beneficial and sincerely appreciated. Lessor reserves the right to make such other and further reasonable rules and regulations that in its judgement may from time to time be necessary, for the safety, care and cleanliness of the Leased Premises and for the preservation of good order therein.

 

22.

Smoking of cigarettes, pipes or cigars is not permitted in the Premises.

 

“LESSEE”

           
  

By:

  

/s/ John Finn

     

Date:

  

Sept 8, 2004

  


LOGO


LOGO


LOGO


LOGO


FIRST AMENDMENT DATED AUGUST 2, 2006

Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Rx3 Pharmaceuticals, Inc. (formerly known as RexC Pharmaceuticals, Inc.), a California Corporation (“Lessee”) hereby amend the Lease dated September 7, 2004 for suite #105 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows effective August 1, 2006:

 

1.

Premises: Lessee shall expand into the portion of suite #102 at 6310 Nancy Ridge Drive formerly occupied by Perlan, which:

(1) excludes rooms #107 and #200 thru #204, all of which are exclusively used by Genpathway,

(2) includes rooms #101 thru #104, and room #108, all of which shall be exclusively used by Lessee, and

(3) includes the rooms and areas in suite #102 not listed above which shall be considered Suite #102 common areas that may be used on a non-exclusive basis, and in which Genpathway and Lessee may not place or store any Personal Property.

(4) represents approximately 2,678 square feet of additional space.

The Premises shall increase to approximately 8,481 square feet, and Lesee’s Share shall increase to approximately four point eight three percent (4.83%).

 

2.

Base Rent: The Base Rent shall increase to $15,410.72 per month on September 1, 2006.

 

3.

Suite #102 Utilities: The Suite #102 utilities shall be pro-rated by footage occupied by Lessee and Genpathway in Suite #102. If the lease with Genpathway terminates or expires, Lessee shall pay the entire utility cost for all of suite #102 until new tenant(s) occupy the space. Once the remainder of suite #102 is occupied by new tenant(s), the utilities shall again be pro-rated by footage occupied by Lesse and new tenant(s). In light of the new hoods Lessee will be installing in the space, Lessor shall have the right, at Lessor’s sole discretion, to change the manner in which the utilities are pro-rated once Lessor has more information on Genpathway’s historical usage.

 

4.

Exercise of First Option to Extend: Lessee has exercised the first of its two Options to Extend under paragraph #63. The Expiration Date shall be August 31, 2007 instead of August 31, 2006.

 

5.

Tenant Improvements: Lessee shall, at Lessee’s sole cost, install stainless ducts and fans, and upgrade the airconditioning capacity, to support three eight foot chemistry hoods in the Premises. Lessor shall contribute the lesser of (a) $5,000 or (b) one half of the cost of such work. Lessor shall have the first right of refusal to purchase the fume hoods if Lessee vacates the Premises and elects to sell or donate the fume hoods. Lessor shall have three (3) business days from receipt of Notice and a bona fide offer from Lessee to decide whether to purchase the hoods.

 

6.

Confidentiality: The terms of the Lease are confidential. No party to the Lease, nor any broker, shall disclose any of the terms of the Lease to any other party.

 

7.

No Lessor Default: Lessor is not currently in Default of any of the terms or conditions of the Lease

 

8.

Brokers: Lessor and Lessee each represent to the other that they have dealt with no real estate agents, brokers, finders, or salesmen in connection with this transaction. Each party agrees to hold the other party harmless from and against all claims for brokerage commissions, finder’s fees or other compensation made by any agent, broker, finder or salesman as a consequence of said party’s actions or dealings with such agent, broker, finder or salesman.

 

9.

Authority to Execute: Each person executing this Amendment represents and warrants to all parties that he or she is duly authorized to execute and deliver this Amendment on behalf of that party.

All other terms and conditions of the original Lease shall remain in full force and effect.

In witness hereof, the parties have caused these present to be executed as of the day and the year first above written.


Lessor:

  

Nancy Ridge Technology Center, L.P., a California Limited Partnership

By:

  

Nancy Ridge Technology Center, L.L.C., a California Limited Liability Company, General Partner

By:

 

/s/ Chris Loughridge

 

Chris Loughridge, its Manager

Date:

 

8/7/06

 

Lessee:

  

Rx3 Pharmaceuticals, Inc., a California Corporation

By:

 

/s/ John Schmid

Title:

 

CFO

Date:

 

8/3/06

 


SECOND AMENDMENT DATED MARCH 14, 2007

Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a California corporation, (“Lessee”) as successor in interest to (a) RexC Pharmaceuticals, and (b) RX3, hereby amend the Lease dated September 7, 2004 for suite #105 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows:

1) Premises: Lessee shall vacate suite #102 at 6310 Nancy Ridge Drive on or before April 30, 2007 and may immediately take Early Possession of suite #101 at 6310 Nancy Ridge Drive. Effective May 1, 2007, the Premises shall be suites #101 & #105 at 6310 Nancy Ridge Drive, which combined are approximately 13,121 square feet, and Lesee’s Share shall be approximately seven point five percent (7.5%).

2) Base Rent: The Base Rent shall increase to $22,912 per month on May 1, 2007, and then increase four percent (4%) on every twelve (12) month anniversary of the Commencement Date of the Original Term.

3) Lease Term: The Lease Term is hereby extended. The Expiration Date shall be January 31, 2008 instead of August 31, 2007.

4) Option to Extend: Lessee has exercised the first of its two Options to Extend under paragraph #63. Lessee has one (1) remaining one (1) year Option to Extend.

5) Confidentiality: The terms of the Lease are confidential. No party to the Lease, nor any broker, shall disclose any of the terms of the Lease to any other party.

6) No Lessor Default: Lessor is not currently in Default of any of the terms or conditions of the Lease

7) Authority to Execute: Each person executing this Amendment represents and warrants to all parties that he or she is duly authorized to execute and deliver this Amendment on behalf of that party.

All other terms and conditions of the original Lease shall remain in full force and effect.

In witness hereof, the parties have caused these present to be executed as of the day and the year first above written.

 

Lessor:

  

Nancy Ridge Technology Center, L.P., a California Limited Partnership

By:

  

Nancy Ridge Technology Center, L.L.C., a California Limited Liability Company, General Partner

By:

 

/s/ Chris Loughridge

 

Chris Loughridge, its Manager

Date:

 

3/31/07

Lessee:

  

Trius Therapeutics, Inc., a California Corporation

By:

 

/s/ John Schmid

Title:

 

CFO

Date:

 

3-29-07

 

1.


THIRD AMENDMENT DATED SEPTEMBER 24, 2007

Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a California corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for suites #101 & #105 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows:

1) Lease Term: The Lease Term is hereby extended. The Expiration Date shall be January 31, 2009 instead of January 31, 2008.

2) Option to Extend: Lessee has exercised the first of its two Options to Extend under paragraph #63. Lessee has one (1) remaining one (1) year Option to Extend.

3) Confidentiality: The terms of the Lease are confidential. No party to the Lease, nor any broker, shall disclose any of the terms of the Lease to any other party.

4) No Lessor Default: Lessor is not currently in Default of any of the terms or conditions of the Lease.

5) Authority to Execute: Each person executing this Amendment represents and warrants to all parties that he or she is duly authorized to execute and deliver this Amendment on behalf of that party.

All other terms and conditions of the original Lease shall remain in full force and effect.

In witness hereof, the parties have caused these present to be executed as of the day and the year first above written.

 

Lessor:

  

Nancy Ridge Technology Center, L.P., a California Limited Partnership

By:

  

Nancy Ridge Technology Center, L.L.C., a California Limited Liability Company, General Partner

By:

 

/s/ Chris Loughridge

 

Chris Loughridge, its Manager

Date:

 

10/12/07

 

Lessee:

  

Trius Therapeutics, Inc., a Delaware Corporation

By:

 

/s/ John Schmid

Title:

 

CFO

Date:

 

9/27/07

 


FOURTH AMENDMENT DATED MAY 12, 2008

Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101 & #105 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”) as follows effective July 15, 2008:

1) Premises: The Premises shall be expanded to include Suite #106 at 6310 Nancy Ridge Drive, for a total of approximately 18,924 square feet. Lessee’s Share shall be ten point eight one percent (10.81%).

2) Lease Term: The Lease Term is hereby extended. The Expiration Date shall be January 31, 2010 instead of January 31, 2009.

3) Tenant Improvements: Lessor shall, at Lessor’s sole cost, do the following in suite #102

 

 

(a)

clean the carpet & tile flooring

 

 

(b)

touch up paint as needed

 

 

(c)

repair any damaged bench edges

 

 

(d)

rebuild room #619, and restore the openings between rooms #515 & #618, #513 & #613, and in #502 per the attached

Other than the above, the Premises is being delivered in “as-is” condition.

4) Base Rent: The Base Rent shall increase to $34,367.06 per month, and then four percent (4%) on every twelve (12) month anniversary of the Commencement Date of the Original Term.

5) Exercise of 2nd Option to Extend: Lessee has exercised the second of its two Options to Extend under paragraph #63. There are no remaining Options to Extend.

6) Confidentiality: The terms of the Lease are confidential. No party to the Lease, nor any broker, shall disclose any of the terms of the Lease to any other party.

7) No Lessor Default: Lessor is not currently in Default of any of the terms or conditions of the Lease

8) Authority to Execute: Each person executing this Amendment represents and warrants to all parties that he or she is duly authorized to execute and deliver this Amendment on behalf of that party.

All other terms and conditions of the original Lease shall remain in full force and effect.

In witness hereof, the parties have caused these present to be executed as of the day and the year first above written.

 

Lessor:

  

Nancy Ridge Technology Center, L.P., a California Limited Partnership

By:

  

Nancy Ridge Technology Center, L.L.C., a California Limited Liability Company, General Partner

By:

 

/s/ Chris Loughridge

 

Chris Loughridge, its Manager

Date:

 

6/18/08

 

Lessee:

  

Trius Therapeutics, Inc., a Delaware Corporation

By:

 

/s/ John Schmid

Title:

 

CFO

Date:

 

5-27-08

 


LOGO


LOGO


FIFTH AMENDMENT DATED MARCH 11, 2010

Nancy Ridge Technology Center, L.P., a California limited partnership (“Lessor”), and Trius Therapeutics, Inc., a Delaware corporation, (“Lessee”), hereby amend the Lease dated September 7, 2004 for Suites #101, 105 & 106 at 6310 Nancy Ridge Drive, San Diego, CA 92121 (“Premises”):

 

1.   Premises & Lessee’s Share: The Premises shall be expanded to include Suite #104 at 6310 Nancy Ridge Drive (which is approximately 4,850 square feet) for a total of approximately 23,774 square feet. Lessee’s Share shall increase to thirteen point five nine (13.59%).

 

2.   Lease Term: The Lease Term is hereby extended. The Expiration Date shall be December 31, 2010 instead of January 31, 2010.

 

3.   Base Rent: The Base Rent shall decrease to $35,741.74 effective March 1, 2010. The Base Rent shall increase four percent (4%) every twelve (12) months thereafter.

 

4.   Option to Extend / Free Rent: Lessee shall have the right to extend the Lease Term for:

 

  (i)   one (1) year (to December 31, 2011), OR

 

  (ii)   two (2) years (to December 31, 2012), and receive one (1) months of free rent (Base Rent only for January of 2011), OR

 

  (iii)   three (3) years (to December 31, 2013), and receive two (2) months of free rent (Base Rent only for January and February of 2011)

To exercise this option, Lessee must deliver Notice to Lessor of Lessee’s exercise said option, specifying Lessee’s choice of the three options below, on or before September 30, 2010. This option shall expire if not exercised by Lessee on or before September 30, 2010.

 

5.   Confidentiality: The terms of the Lease are confidential. No party to the Lease, nor any broker, shall disclose any of the terms of the Lease to any other party.

 

6.   No Lessor Default: Lessor is not currently in Default of any of the terms or conditions of the Lease.

 

7.   Authority to Execute: Each person executing this Amendment represents and warrants to all parties that he or she is duly authorized to execute and deliver this Amendment on behalf of that party.

All other terms and conditions of the original Lease shall remain in full force and effect.


In witness hereof, the parties have caused these present to be executed as of the day and the year first above written.

 

Lessor:    

Nancy Ridge Technology Center, L.P.,

a California Limited Partnership

By:  

Nancy Ridge Technology Center, L.L.C.,

a California Limited Liability Company, General Partner

By:  

/s/ Chris Loughridge

  Chris Loughridge, its Manager
Date:  

March 26, 2010

Lessee:    

Trius Therapeutic Inc.,

a Delaware Corporation

By:  

/s/ John P. Schmid

  John P. Schmid
Title:  

Chief Financial Officer

Date:  

March 15, 2010

 

2

EX-10.16 5 dex1016.htm CONTRACT AWARD Contract Award

Exhibit 10.16

***Text Omitted and Filed Separately

With the Securities and Exchange Commission.

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4)

And Rule 406 of the Securities

Act of 1933, as amended.

 

                PAGE OF PAGES
AWARD/CONTRACT  

1. THIS CONTRACT IS A RATED ORDER

    UNDER DP AS (15 CFR 700)

      RATING    1   35

2. CONTRACT (Proc. Inst. Ident.) NO.

HDTRA1-10-C-0004

 

3. EFFECTIVE DATE

            21 Apr 2010

 

4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

CBM090014890

5. ISSUED BY   CODE         HDTRA1   6. ADMINISTERED BY                 (If other than Item 5)   CODE           S0514A

DEFENSE THREAT REDUCTION AGENCY/BE-BC

8725 JOHN J. KINGMAN ROAD, MSC 6201

FORT BELVOIR VA 22060-6201

 

DCMA SAN DIEGO

7675 DAGGET STREET, SUITE 200

SAN DIEGO CA 92111-2241

7. NAME AND ADDRESS OF CONTRACTOR (No. street, city, county, name and zip code)   8. DELIVERY

TRIUS THERAPEUTICS, INC.

JOHN SCHMID

        [    ] FOB ORIGIN [X] OTHER (See below)
6310 NANCY RIDGE DR STE 101         9. DISCOUNT FOR PROMPT PAYMENT
SAN DIEGO CA 92121-3209        

Net 30 Days

 

         

10. SUBMIT INVOICES

(4 copies unless otherwise specified)

TO THE ADDRESS

SHOWN IN:

  1     ITEM
                             
                                       
CODE 47YA5           FACILITY CODE          
11. SHIP TO/MARK FOR   CODE       HDTRA1   12. PAYMENT WILL BE MADE BY   CODE   HQ0339

DEFENSE THREAT REDUCTION AGENCY/RD/CBM

SEE SEPARATE LETTER

8725 JOHN J. KINGMAN ROAD, MAIL STOP 6201

FORT BELVOIR VA 22060

 

 

DFAS COLUMBUS CENTER

DFAS-COWEST ENTITLEMENT OPERATIONS

P.O. BOX 182381

COLUMBUS OH 43218-2381

 

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION

[    ] 10 U.S.C. 2304(c)(        )  [    ] 41 U.S.C. 253(c)(        )

 

 

14. ACCOUNTING AND APPROPRIATION DATA

 

See Schedule

 

15A. ITEM NO.   15B. SUPPLIES/SERVICES   15C. QUANTITY   15D. UNIT         15E. UNIT PRICE               15F. AMOUNT
                             
                             
          SEE SCHEDULE                    
                                             
15G. TOTAL AMOUNT OF CONTRACT           $6,814,598,.00 EST
16. TABLE OF CONTENTS
(X)     SEC.   DESCRIPTION               PAGE(S)   (X)   SEC.   DESCRIPTION       PAGE(S)
PART I – THE SCHEDULE   PART II – CONTRACT CLAUSES
X   A  

SOLICITATION/CONTRACT FORM

  1   X   I   CONTRACT CLAUSES   18 - 35
X   B  

SUPPLIES OR SERVICES AND PRICES/COSTS

  2 - 4   PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
    C  

DESCRIPTION/SPECS/WORK STATEMENT

          J   LIST OF ATTACHMENTS    
X   D  

PACKAGING AND MARKING

  5   PART IV – REPRESENTATIONS AND INSTRUCTIONS
X   E  

INSPECTION AND ACCEPTANCE

  6       K   REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENT OF OFFERORS    
X   F  

DELIVERIES OR PERFORMANCE

  7            
X   G  

CONTRACT ADMINISTRATION DATA

  8 - 14       L   INSTRS. CONDS. AND NOTICES TO OFFERORS    
X   H  

SPECIAL CONTRACT REQUIREMENTS

  15 -17       M   EVALUATION FACTORS FOR AWARD    
CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE

17. [X] CONTRACTOR’S NEGOTIATED AGREEMENT Contractor is required to sign this document and return] copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise indemnified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents. (a) this award contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein

(Attachments are listed herein.)

 

18. [    ] AWARD (Contractor is not required to sign this document) Your offer on Solicitation Number                                              

 

including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your offer, and (b) this award/contract. No further contractual document is necessary

 

19A. NAME AND TITLE OF SIGNER (Type of print)

 

John P. Schmid, CFO

 

20A. NAME OF CONTRACTING OFFICER

                VICTOR E. CRAMER

                   Contracting Officer

 

TEL: (703) 767-8769                                    EMAIL: VICTOR.CRAMER@DTRA.MIL

19B. NAME OF CONTRACTOR

 

BY /s/ John P. Schmid

 

19C. DATE SIGNED

 

4-16-10

     

20B. UNITED STATES OF AMERICA

 

BY /s/ Victor E. Cramer

 

 

20V. DATE SIGNED

 

4-19-2010


HDTRA1-10-C-004

Page 2  of 35

 

Section B - Supplies or Services and Prices

 

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0001          Lot       $ 6,814,598.00
   Base            
   CPFF            
   In accordance with Statement of Work entitled “Broad Spectrum Antibacterial Therapeutics from Marine Natural products” dated 11/30/2009 as attachment number 1.      
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890      
              
      […***…]            […***…]
      […***…]            […***…]
                  
      TOTAL EST COST + FEE    $ 6,814,598.00 (EST.)

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
000101                $ 0.00
   Funding            
   CPFF            
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890            
      ESTIMATED COST          $ 0.00
      FIXED FEE          $ 0.00
                  
      TOTAL EST COST + FEE    $ 0.00
   ACRN AA             $ 1,136,766.00
   CIN: CBM090014890000101            

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page  3  of 35

 

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
000102                $ 0.00
   Funding            
   CPFF            
   FOB: Destination            
      ESTIMATED COST          $ 0.00
      FIXED FEE          $ 0.00
                  
      TOTAL EST COST + FEE       $ 0.00
  

ACRN AB

            $ 3,028,710.00
  

CIN: CBM090014890000102

           

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0002          Lot       $ 9,854,156.00
OPTION    Option Period 1            
   CPFF            
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890            
      […***…]            […***…]
      […***…]            […***…]
                  
      TOTAL EST COST + FEE       $ 9,854,156.00 (EST.)

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0003          Lot       $ 5,058,455.00
OPTION    Option Period 2            
   CPFF            
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890         
      […***…]            […***…]
      […***…]            […***…]
                  
      TOTAL EST COST + FEE       $ 5,058,455.00 (EST.)

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page 4  of 35

 

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0004          Lot       $ 6,823,982.00
OPTION    Option Period 3            
   CPFF            
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890            
      […***…]            […***…]
      […***…]            […***…]
                  
      TOTAL EST COST + FEE    $ 6,823,982.00 (EST.)

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0005                $ 916,616.00
OPTION    Option Task            
   CPFF            
   FOB: Destination            
   PURCHASE REQUEST NUMBER: CBM090014890            
      […***…]            […***…]
      […***…]            […***…]
                  
      TOTAL EST COST + FEE    $ 916,616.00 (EST.)

ITEM NO

  

SUPPLIES/SERVICES

   QUANTITY    UNIT    UNIT PRICE    AMOUNT
0006                  NSP
   CDRLS            
   CPFF            
   FOB: Destination            
      ESTIMATED COST    $ 0.00
      FIXED FEE       $ 0.00
                  
      TOTAL EST COST + FEE    $ 0.00

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page 5 of 35

 

Section D – Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

252.247-9001 PACKAGING AND MARKING

(a) All data contained in Exhibit A, Contract Data Requirements List (CDRL), DD Form 1423 delivered under this contract shall be delivered using best commercial practices to meet the packaging requirements of the carrier and to insure delivery, to the addressees specified on the Data Item Cover Sheet, at destination and in accordance with applicable security requirements.

(b) All data and correspondence submitted to the Contracting Officer shall reference the Contract Number, the CDRL number, and the date submitted. A copy of all correspondence sent to the Contracting Officer’s Representative (COR) or Project Manager shall be simultaneously provided to the Contracting Officer.


HDTRA1-10-C-004

Page 6 of 35

 

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

 

CLIN

  

INSPECT AT

  

INSPECT BY

  

ACCEPT AT

  

ACCEPT BY

0001    Destination    Government    Destination    Government
000101    Destination    Government    Destination    Government
000102    N/A    N/A    N/A    Government
0002    Destination    Government    Destination    Government
0003    Destination    Government    Destination    Government
0004    Destination    Government    Destination    Government
0005    Destination    Government    Destination    Government
0006    N/A    N/A    N/A    Government

CLAUSES INCORPORATED BY REFERENCE

 

52.246-8      Inspection Of Research And Development Cost Reimbursement   

MAY 2001

CLAUSES INCORPORATED BY FULL TEXT

252.246-9000 INSPECTION AND ACCEPTANCE (JUL 2007)

Government inspection and acceptance of data is specified on the Contract Data Requirements List, DD Form 1423. In accordance with FAR 52.246-8, inspection and acceptance for all work performed at any and all times under this contract shall be the responsibility of the:

X Contracting Officer’s Representative (COR) or Project Manager (PM). The Wide Area Work Flow (WAWF) Acceptor DoDDAC is located in DTRA 252.201-9000 Project Manager or DTRA 252.201-9002 Contracting Officer’s Representative.

             Administrative Contracting Officer (ACO). The WAWF Acceptor DoDAAC can be found in the “Administered By” block on page 1 of the contract.

(End of Clause)


HDTRA1-10-C-004

Page 7 of 35

 

Section F - Deliveries or Performance

DELIVERY INFORMATION

 

CLIN

  

DELIVERY DATE

   QUANTITY   

SHIP TO ADDRESS

   UIC

0001

  

POP 21-APR-2010 TO

20-OCT-2011

   N/A    DEFENSE THREAT REDUCTION AGENCY/RD-CBM SEE SEPARATE LETTER 8725 JOHN J KINGMAN ROAD, MAIL STOP 6201, FORT BELVOIR VA 22060 FOB: Destination    HDTRA1

000101

   N/A    N/A    N/A    N/A

000102

   N/A    N/A    N/A    N/A

0002

  

POP 21-OCT-2011 TO

20-APR-2013

   N/A    DEFENSE THREAT REDUCTION AGENCY/RD-CBM SEE SEPARATE LETTER 8725 JOHN J KINGMAN ROAD, MAIL STOP 6201, FORT BELVOIR VA 22060 FOB: Destination    HDTRA1

0003

  

POP 21-APR-2013 TO

20-JAN-2014

   N/A    (SAME AS PREVIOUS LOCATION) FOB: Destination    HDTRA1

0004

  

POP 21-JAN-2014 TO

20-SEP-2014

   N/A    (SAME AS PREVIOUS LOCATION) FOB: Destination    HDTRA1

0005

  

POP 21-JUN-2010 TO

20-JUN-2012

   N/A    (SAME AS PREVIOUS LOCATION) FOB: Destination    HDTRA1

0006

  

POP 21-APR-2010 TO

20-SEP-2014

   N/A    (SAME AS PREVIOUS LOCATION) FOB: Destination    HDTRA1

CLAUSES INCORPORATED BY REFERENCE

 

52.242-15   Stop-Work Order    AUG 1989
52.242-15 Alt I   Stop-Work Order (Aug 1989) - Alternate I    APR 1984
52.247-34   F.O.B. Destination    NOV 1991


HDTRA1-10-C-004

Page 8 of 35

 

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 9790400.2620 1000 B62D 255999 BD30545000 S49012

AMOUNT: $1,136,766.00

CIN CBM090014890000101: $1,136,766.00

AB: 9700400.2620 1000 B62D 255999 BD31540000 S49012

AMOUNT: $3,028,710.00

CIN CBM090014890000102: $3,028,710.00

CLAUSES INCORPORATED BY REFERENCE

 

252.232-7003    Electronic Submission of Payment Requests and Receiving Reports            MAR 2008

CLAUSES INCORPORATED BY FULL TEXT

 

252.201-9001    CONTRACTING OFFICE POINT OF CONTACT (POC)            (Dec 2007)

The POC in the Procuring Contracting Office for this contract action is See separate letter.

CLAUSES INCORPORATED BY FULL TEXT

 

252.201-9002    CONTRACTING OFFICER’S REPRESENTATIVE (MAY 2007)

 

  a. The Contracting Officer’s Representative (COR) for this contract is:

 

  X See Separate Letter

Defense Threat Reduction Agency/            

8725 John J. Kingman Rd, MS 6201

Fort Belvoir VA 22060-6201

Telephone number (703)         -            

e-mail address                         @dtra.mil.

WAWF Acceptor DoDAAC: HDTRA1


HDTRA1-10-C-004

Page 9 of 35

 

Defense Threat Reduction Agency/            

1680 Texas St SE

Kirtland AFB NM 87117-5669

Telephone number (505)         -            

e-mail address                     @abq.dtra.mil.

WAWF Acceptor DoDAAC: HDTRA2

b. The COR will act as the Contracting Officer’s Representative for technical matters providing technical direction and discussion as necessary with respect to the specification/statement of work and monitoring the progress and quality of the Contractor’s performance. The COR is NOT an Administrative Contracting Officer (ACO) and does not have the authority to take any action, either directly or indirectly that would change the pricing, quality, quantity, place of performance, delivery schedule, or any other terms and conditions of the contract, or to direct the accomplishment of effort, which goes beyond the scope of the specifications/statement of work in the contract.

c. When, in the opinion of the contractor, the COR requests effort outside the existing scope of the contract, the contractor shall promptly notify the Contracting Officer in writing. No action shall be taken by the contractor under such direction until the Contracting Officer has issued a modification to the contract or has otherwise resolved the issue.

CLAUSES INCORPORATED BY FULL TEXT

 

252.204-9002    PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (AUG 2007)

In accordance with DFARS 204.7108 Payment Instructions, payment shall be made by the numbered payment instruction identified below:

            (1) Line item specific: single funding. If there is only one source of funding for the contract line item (i.e., one ACRN), the payment office will make payment using the ACRN funding of the line item being billed.

    X     (2) Line item specific: sequential ACRN order. If there is more than one ACRN within a contract line item, the payment office will make payment in sequential ACRN order within the line item, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha; Alpha/Numeric; Numeric/Alpha; and Numeric/Numeric.

            (3) Line item specific: contracting officer specified ACRN order. If there is more than one ACRN within a contract line item, the payment office will make payment within the line item in the sequence ACRN order specified by the contracting officer, exhausting all funds in the previous ACRN before paying from the next ACRN.

            (4) Line item specific: by fiscal year. If there is more than one ACRN within a contract line item, the payment office will make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.


HDTRA1-10-C-004

Page 10 of 35

 

            (5) Line item specific: by cancellation date. If there is more than one ACRN within a contract line item, the payment office will make payment using the ACRN with the earliest cancellation date first, exhausting all funds in that ACRN before disbursing funds from the next. In the event there is more than one ACRN associated with the same cancellation date, the payment amount shall be disbursed from each ACRN with the same cancellation date in the same proportion as the amount of funding obligated for each ACRN with the same cancellation date.

            (6) Line item specific: proration. If there is more than one ACRN within a contract line item, the payment office will make payment from each ACRN in the same proportion as the amount of funding currently unliquidated for each ACRN.

            (7) Contract-wide: sequential ACRN order. The payment office will make payment in sequential ACRN order within the contract or order, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: alpha/alpha; alpha/numeric; numeric/alpha; and numeric/numeric.

            (8) Contract-wide: contracting officer specified ACRN order The payment office will make payment in sequential ACRN order within the contract or order, exhausting all funds in the previous ACRN before paying from the next ACRN in the sequence order specified by the contracting officer.

            (9) Contract-wide: by fiscal year. The payment office will make payment using the oldest fiscal year appropriations first, exhausting all funds in the previous fiscal year before disbursing from the next fiscal year. In the event there is more than one ACRN associated with the same fiscal year, the payment amount shall be disbursed from each ACRN within a fiscal year in the same proportion as the amount of funding obligated for each ACRN within the fiscal year.

            (10) Contract-wide: by cancellation date. The payment office will make payment using the ACRN with the earliest cancellation date first, exhausting all funds in that ACRN before disbursing funds from the next. In the event there is more than one ACRN associated with the same cancellation date, the payment amount shall be disbursed from each ACRN with the same cancellation date in the same proportion as the amount of funding obligated for each ACRN with the same cancellation date.

            (11) Contract-wide: proration. The payment office will make payment from each ACRN within the contract or order in the same proportion as the amount of funding currently unliquidated for each ACRN.

            (12) Other. If none of the standard payment instructions identified in paragraphs (d)(1) through (11) of this section are appropriate, the contracting officer may insert other payment instructions, provided the other payment instructions—

(i) Provide a significantly better reflection of how funds will be expended in support of contract performance; and

(ii) Are agreed to by the payment office and the contract administration office.

CLAUSES INCORPORATED BY FULL TEXT

252.216-9005 PROFIT OR FEE ON TRAVEL COSTS (JUL 2008)

Travel shall not be a profit or fee bearing cost element.

(End of clause)


HDTRA1-10-C-004

Page 11  of 35

 

CLAUSES INCORPORATED BY FULL TEXT

 

252.232-9000    CONTRACT FUNDING PROFILE (OCT 1998)

Subject to FAR Clause 52.232-22, Limitation of Funds, the amount of $4,165,476 is obligated for work to be performed during the period beginning with contract award and continuing through March 30, 2011. Additional incremental funding planned, but not obligated, is:

FY11  $2,649,122

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

 

252.232-9001    PRICES/COST

a. Subject to the provisions of the Clauses of this Contract entitled LIMITATION OF FUNDS, ALLOWABLE COST AND PAYMENT, and FIXED FEE, the total allowable cost under this Contract shall not exceed $             A                      , which is the total estimated cost of the Contractor’s performance hereunder, exclusive of fixed fee. In addition, the Government shall pay the Contractor a fixed fee of $             B                 for the performance of this Contract. It is understood and agreed that the Government’s obligation is limited to INCREMENTAL FUNDING in the amount of $             C                 . Within this amount ($             C                 ), the fixed fee shall bear the same relationship to the total fixed fee, as the costs incurred bear to the total estimated cost.

b. Interim payment vouchers may be submitted for provisional payment pursuant to the Clauses of this Contract entitled ALLOWABLE COST AND PAYMENT and FIXED FEE.

Fill in the dollar amounts as applicable:

[…***…]

[…***…]

C:  $4,165,476

CLAUSES INCORPORATED BY FULL TEXT

 

252.232-9007    PAYMENT INFORMATION IN CENTRAL CONTRACTOR REGISTRATION (CCR) DATABASE

This contract contains FAR clause 52.204-7, Central Contractor Registration. All contractors must be registered in the CCR database prior to award, during performance, and through final payment of any contract, except for awards to foreign vendors for work to be performed outside the United States.

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page 12 of 35

 

The Contractor is responsible for the accuracy and completeness of the data within the CCR, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. In addition to the contractor’s requirement to confirm on an annual basis that its information in the CCR database is accurate and complete, the contractor’s information in the CCR database must be updated whenever changes occur to the contractor’s remit-to data (e.g., account number, vendor name and address, etc.) and the paying office notified of any changes. The contractor’s failure to maintain accurate information in the CCR database could result in payment delays for which the Government shall not be liable.

CLAUSES INCORPORATED BY FULL TEXT

252.232-9012 WIDE AREA WORK FLOW (WAWF) – RECEIPT AND ACCEPTANCE (RA) INSTRUCTIONS (September 2008)

(a) As prescribed in DFARS clause 252.232-7003 Electronic Submission of Payment Requests (Jan 2004), Contractors must submit payment requests in electronic form. Paper copies will no longer be accepted or processed for payment unless the conditions of DFARS clause 252.232-7003(c) apply. To facilitate this electronic submission, the Defense Threat Reduction Agency (DTRA) has implemented the DoD sanctioned Wide Area Workflow-Receipt and Acceptance (WAWF-RA) for contractors to submit electronic payment requests and receiving reports. The contractor shall submit electronic payment requests and receiving reports via WAWF-RA. Vendors shall send an email notification to the Contracting Officer Representative (COR), Program/Project Manager or other government acceptance official identified in the contract by clicking on the Send More Email Notification link upon submission of an invoice/cost voucher in WAWF-RA. To access WAWF, go to https://wawf.eb.mil//.

** For questions, contact the DTRA WAWF Team at 703-767-6840 or wawfhelp@dtra.mil **

(b) Definitions:

Acceptor: Contracting Officer’s Representative, Program/Project Manager, or other government acceptance official as identified in the contract/order.

Pay Official: Defense Finance and Accounting Service (DFAS) payment office identified in the contract/order.

SHIP To/Service Acceptor DoDAAC: Acceptor DoDAAC or DCMA DoDAAC (as specified in the contract/order).

DCAA Auditor DoDAAC: Needed when invoicing on cost-reimbursable contracts. (Go to www.dcaa.mil and click on the appropriate link under the Audit Office Locator to search for your DCAA DoDAAC.)

 

>>>>>   

For contracts that are administered by the Office of Naval Research (ONR):

Enter the ONR DoDAAC in the DCAA Auditor DoDAAC field in WAWF.

   <<<<<

(c) WAWF Contractor Input Information:

The contractor shall use the following information in creating electronic payment requests in WAWF:

Invoice Type in WAWF:

If billing for Cost Type/Reimbursable contracts (including T&M and LH), select “Cost Voucher”

If billing for Firm-Fixed Price (FFP) Materials Only, select “Combo”

If billing for FFP Materials and Service, select “Combo”

If billing for FFP Services Only, select “2-n-1 (Services Only)”

** If the contract contains both FFP and Cost Type (including T&M and LH) line items, they must be invoiced separately on appropriate types mentioned above. Upon the written approval of the Project Manager or Contracting Officer’s Representative, the contractor may invoice both line items in one type of invoice.


HDTRA1-10-C-004

Page 13 of 35

 

For WAWF Routing Information, See Table Below:

 

Description   SF 26   SF 33   SF 1449   DD 1155
  Located in Block/Section
Contract Number   2   2   2   1
Delivery Order   See Individual Order   4   2
CAGE Code   7   15a   17a   9
Pay DoDAAC   12   25   18a   15
Inspection  

Section E (except SF 1449, See Entitled):

INSPECTION AND ACCEPTANCE

Acceptance  

Section E (except SF 1449, See Entitled):

INSPECTION AND ACCEPTANCE

Issue Date   3   5   3   3
Issue By DoDAAC   5   7   9   6
Admin DoDAAC   6   24   16   7
Ship To / Service Acceptor DoDAAC   6   24   16   7
Ship to Extension   Do Not Fill In
Services or Supplies   Based on majority of requirement as determined by monetary value
Final Invoice?   Do not change “N” (no) to “Y” (yes) unless this is the last invoice and the contract is ready for closeout.

(d) Final Invoices/Vouchers -Final Payment shall be made in accordance with the Federal Acquisition Regulation (FAR) 52.216-7, entitled “Allowable Cost and Payment.”

Invoices - Invoice 2-n-1 (Services Only) and Invoice and Receiving Report (Combo) Select the “Y” selection from the Final Invoice?” drop-down box when submitting the final invoice for payment for a contract. Upon successful submission of the final invoice, click on the Send More Email Notifications link to send an additional email notification to the Contracting Officer Representative (COR), Program/Project Manager or other government acceptance official identified in the contract.

Cost Vouchers - Once the final DCAA audit is complete for cost reimbursable contracts and authorization is received to submit the final cost voucher, select the “Y” selection from the Final Voucher” drop-down box when submitting the final cost voucher. Upon successful submission of the final cost voucher, click on the Send More Email Notifications link to send an additional email notification to the following email address: finalcostvouchers@dtra.mil

(e) WAWF Training may be accessed online at http://www.wawftraining.com//. To practice creating documents in WAWF, visit practice site at https://wawftraining.eb.mil//. General DFAS information may be accessed using the DFAS website at http://www.dod.mil/dfas//. Payment status information may be accessed using the myInvoice


HDTRA1-10-C-004

Page 14 of 35

 

system at https://myinvoice.csd.disa.mil// or by calling the DFAS Columbus helpdesk at 800-756-4571. (Select Option 1) Your contract number and shipment/invoice number will be required to check status of your payment. Note: For specific invoice related inquiries email: wawfvendorpay@dtra.mil. Vendors shall forward any additional DTRA related WAWF questions to wawfhelp@dtra.mil.

CLAUSES INCORPORATED BY FULL TEXT

252.242-9003 - ASSIGNMENT OF CONTRACT ADMINISTRATION SERVICES (CAS) FUNCTIONS (AUG 2009)

 

a. The contract administration functions stated in FAR 42.302(a) are assigned to: See Page 1, Section A, Block 6 of this contract.

 

b. Notwithstanding that assignment, in accordance with FAR 42.202(b)(2), the following functions are determined to be best performed by the PCO and are retained by the DTRA Contracting Office:

(1) FAR 42.302(a)(3) Conduct Postaward orientation conferences.

(2) FAR 42.302(a)(20) Perform Postaward Security Administration.

(3) FAR 42.302(a)(40) Perform engineering surveillance to assess compliance with contractual terms for schedule, cost, and technical performance in the areas of design, development, and production.

(4) FAR 42.302(a)(51) In accordance with FAR 52.244-2, consent to the placement of subcontracts which have experimental, developmental, or research work as one of its purposes.

(5) Approval or disapproval of the data items listed on Exhibit A, DD Form 1423, Contract Data Requirements List.

(END OF CLAUSE)


HDTRA1-10-C-004

Page 15 of 35

 

Section H - Special Contract Requirements

RIGHTS IN MATERIAL

RIGHTS IN MATERIAL - - […***…]

 

(a) Definitions. As used in this clause:

 

  (1) “Collection” means […***…] this contract.

 

  (2) “Collected exclusively with government funds” means […***…] expense.

 

  (3) “Material” refers to […***…] above.

 

  (4) “[…***…] rights” means rights to […***…] in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

 

(b) Rights in […***…] the following […***…] rights:

 

  (1) […***…] rights. The Government shall […***…] rights in […***…] that are –

 

  (i) […***…] which have been or will be […***…];

 

  (ii) […***…] for this contract, when the […***…].

 

(c) Specifics. The Contractor and the Government agree to the following:

 

  (1) The […***…] shall reside with the subcontractor – […***…].

 

  (2) The […***…] rights conveyed to the U.S. Government, under this contract, does not […***…].

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page  16  of 35

 

  (3) Copies of the collection, as defined under section (a) of this clause, will be made available to U.S. Government agencies, to include Department of Defense, upon request.

 

  (4) The […***…] prior to execution of this contract […***…].

 

  (5) Upon completion of the contract, the collection – as defined under section (a) of this clause – […***…] the U.S. Government.

End clause

H.1 PATENT RIGHTS

RETENTION BY THE CONTRACTOR

In accordance with FAR 52.227-11(f), reporting on utilization of subject inventions:

The Contractor agrees to submit, periodic reports annually on the utilization of a subject invention or efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees.

INDIRECT COST RATES CEILING In accordance with FAR 42.707(c) (1) (2), reimbursement for indirect costs under this contract shall be at billing rates but not in excess of the following negotiated ceiling rates:

2010:

Fringe: […***…]

G&A: […***…]

M&S Handling: […***…]

Overhead: […***…]

2011:

Fringe: […***…]

G&A: […***…]

M&S Handling: […***…]

Overhead: […***…]

2012:

Fringe: […***…]

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page  17  of 35

 

G&A: […***…]

M&S Handling: […***…]

Overhead: […***…]

2013:

Fringe: […***…]

G&A: […***…]

M&S Handling: […***…]

Overhead: […***…]

2014:

Fringe: […***…]

G&A: […***…]

M&S Handling: […***…]

Overhead: […***…]

The Government will not be obligated to pay any additional amount should the final indirect cost rates exceed the negotiated ceiling rates. In the event the final indirect cost rates are less than the negotiated ceiling rates, the negotiated rates will be reduced to conform to the lower rates.

POST AWARD AUDIT

IAW FAR Part 42.102 A Post Award audit will be requested, by the Contracting Officer, 6 months after award of contract. The audit will include indirect rates, review of the contractor’s accounting system, and review of the contractor’s purchasing system. Any and all capped rates shall become final indirect rates upon rate approval by DCAA.

Upon receipt of negative findings from DCAA, the government may elect to terminate the contract pursuant to FAR 52.249-6 or they may elect to re-open negotiations for downward adjustments of indirect rates, if required.

 

***Confidential Treatment Requested


HDTRA1-10-C-004

Page  18 of 35

 

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

 

52.202-1    Definitions    JUL 2004
52.203-3    Gratuities    APR 1984
52.203-5    Covenant Against Contingent Fees    APR 1984
52.203-6    Restrictions On Subcontractor Sales To The Government    SEP 2006
52.203-7    Anti-Kickback Procedures    JUL 1995
52.203-8    Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity    JAN 1997
52.203-10    Price Or Fee Adjustment For Illegal Or Improper Activity    JAN 1997
52.203-12    Limitation On Payments To Influence Certain Federal Transactions    SEP 2007
52.203-13    Contractor Code of Business Ethics and Conduct    DEC 2008
52.203-14    Display of Hotline Poster(s)    DEC 2007
52.204-4    Printed or Copied Double-Sided on Recycled Paper    AUG 2000
52.204-7    Central Contractor Registration    APR 2008
52.209-6    Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment    SEP 2006
52.215-2    Audit and Records—Negotiation    MAR 2009
52.215-8    Order of Precedence—Uniform Contract Format    OCT 1997
52.215-10    Price Reduction for Defective Cost or Pricing Data    OCT 1997
52.215-12    Subcontractor Cost or Pricing Data    OCT 1997
52.215-15    Pension Adjustments and Asset Reversions    OCT 2004
52.215-17    Waiver of Facilities Capital Cost of Money    OCT 1997
52.215-18    Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions    JUL 2005
52.215-19    Notification of Ownership Changes    OCT 1997
52.215-21    Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data—Modifications    OCT 1997
52.215-23    Limitations on Pass-Through Charges    OCT 2009
52.216-7    Allowable Cost And Payment    DEC 2002
52.216-8    Fixed Fee    MAR 1997
52.219-8    Utilization of Small Business Concerns    MAY 2004
52.222-3    Convict Labor    JUN 2003
52.222-21    Prohibition Of Segregated Facilities    FEB 1999
52.222-26    Equal Opportunity    MAR 2007
52.222-35    Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans    SEP 2006
52.222-36    Affirmative Action For Workers With Disabilities    JUN 1998
52.222-37    Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans    SEP 2006
52.222-50    Combating Trafficking in Persons    FEB 2009
52.222-54    Employment Eligibility Verification    JAN 2009
52.223-6    Drug-Free Workplace    MAY 2001
52.223-14    Toxic Chemical Release Reporting    AUG 2003
52.225-13    Restrictions on Certain Foreign Purchases    JUN 2008
52.227-1    Authorization and Consent    DEC 2007
52.227-1 Alt I    Authorization And Consent (Dec 2007) - Alternate I    APR 1984
52.227-2    Notice And Assistance Regarding Patent And Copyright Infringement    DEC 2007
52.227-11    Patent Rights—Ownership By The Contractor    DEC 2007


HDTRA1-10-C-004

Page  19 of 35

 

52.227-11 Alt II    Patent Rights—Ownership by the Contractor (Dec 2007) – Alternate II    DEC 2007
52.228-7    Insurance—Liability To Third Persons    MAR 1996
52.229-10    State of New Mexico Gross Receipts and Compensating Tax    APR 2003
52.232-9    Limitation On Withholding Of Payments    APR 1984
52.232-17    Interest    OCT 2008
52.232-23    Assignment Of Claims    JAN 1986
52.232-23 Alt I    Assignment of Claims (Jan 1986) -Alternate I    APR 1984
52.232-25    Prompt Payment    OCT 2008
52.232-25 Alt I    Prompt Payment (Oct 2008) Alternate I    FEB 2002
52.232-33    Payment by Electronic Funds Transfer—Central Contractor    OCT 2003
52.233-1    Disputes    JUL 2002
52.233-1 Alt I    Disputes (Jul 2002) - Alternate I    DEC 1991
52.233-3    Protest After Award    AUG 1996
52.233-3 Alt I    Protest After Award (Aug 1996) - Alternate I    JUN 1985
52.233-4    Applicable Law for Breach of Contract Claim    OCT 2004
52.242-1    Notice of Intent to Disallow Costs    APR 1984
52.242-3    Penalties for Unallowable Costs    MAY 2001
52.242-4    Certification of Final Indirect Costs    JAN 1997
52.242-13    Bankruptcy    JUL 1995
52.243-2    Changes—Cost-Reimbursement    AUG 1987
52.243-2 Alt V    Changes—Cost-Reimbursement (Aug 1987) - Alternate V    APR 1984
52.244-2    Subcontracts    JUN 2007
52.244-5    Competition In Subcontracting    DEC 1996
52.244-6    Subcontracts for Commercial Items    AUG 2009
52.245-1    Government Property    JUN 2007
52.245-1 (Dev)    Government Property (June 2007)    JUN 2007
52.245-9    Use And Charges    JUN 2007
52.246-25    Limitation Of Liability—Services    FEB 1997
52.249-6    Termination (Cost Reimbursement)    MAY 2004
52.249-14    Excusable Delays    APR 1984
52.251-1    Government Supply Sources    APR 1984
52.253-1    Computer Generated Forms    JAN 1991
252.201-7000    Contracting Officer’s Representative    DEC 1991
252.203-7000    Requirements Relating to Compensation of Former DoD Officials    JAN 2009
252.203-7001    Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies    DEC 2008
252.203-7002    Requirement to Inform Employees of Whistleblower Rights    JAN 2009
252.204-7000    Disclosure Of Information    DEC 1991
252.204-7003    Control Of Government Personnel Work Product    APR 1992
252.204-7004 Alt A    Central Contractor Registration (52.204-7) Alternate A    SEP 2007
252.204-7009    Requirements Regarding Potential Access to Export-Controlled Items    JUL 2008
252.205-7000    Provision Of Information To Cooperative Agreement Holders    DEC 1991
252.209-7004    Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country    DEC 2006
252.211-7003    Item Identification and Valuation    AUG 2008
252.211-7007    Reporting of Government-Furnished Equipment in the DoD Item Unique Identification (IUID) Registry    NOV 2008
252.215-7000    Pricing Adjustments    DEC 1991
252.215-7002    Cost Estimating System Requirements    DEC 2006


HDTRA1-10-C-004

Page  20 of 35

 

252.222-7999 (Dev)    Additional Requirements and Responsibilities Restricting the Use of Mandatory Arbitration Agreements (Deviation)    FEB 2010
252.225-7004    Report of Intended Performance Outside the United States and Canada—Submission after Award    MAY 2007
252.225-7006    Quarterly Reporting of Actual Contract Performance Outside the United States    MAY 2007
252.225-7012    Preference For Certain Domestic Commodities    DEC 2008
252.226-7001    Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns    SEP 2004
252.227-7013    Rights in Technical Data—Noncommercial Items    NOV 1995
252.227-7016    Rights in Bid or Proposal Information    JUN 1995
252.227-7025    Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends    JUN 1995
252.227-7027    Deferred Ordering Of Technical Data Or Computer Software    APR 1988
252.227-7030    Technical Data—Withholding Of Payment    MAR 2000
252.227-7037    Validation of Restrictive Markings on Technical Data    SEP 1999
252.227-7039    Patents—Reporting Of Subject Inventions    APR 1990
252.231-7000    Supplemental Cost Principles    DEC 1991
252.232-7003    Electronic Submission of Payment Requests and Receiving Reports    MAR 2008
252.232-7010    Levies on Contract Payments    DEC 2006
252.235-7002    Animal Welfare    DEC 1991
252.235-7010    Acknowledgment of Support and Disclaimer    MAY 1995
252.235-7011    Final Scientific or Technical Report    NOV 2004
252.243-7002    Requests for Equitable Adjustment    MAR 1998
252.244-7000    Subcontracts for Commercial Items and Commercial Components (DoD Contracts)    AUG 2009
252.247-7023    Transportation of Supplies by Sea    MAY 2002
252.247-7024    Notification Of Transportation Of Supplies By Sea    MAR 2000
252.251-7000    Ordering From Government Supply Sources    NOV 2004

CLAUSES INCORPORATED BY FULL TEXT

 

52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.


HDTRA1-10-C-004

Page  21 of 35

 

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term “costs” includes only—

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for—

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made—

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor’s payment request to the Government;

(B) Materials issued from the Contractor’s inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless—

(i) The Contractor’s practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor’s indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor’s expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.


HDTRA1-10-C-004

Page 22 of 35

 

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor’s actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor’s proposal.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may—

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates—

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party’s request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor’s invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.


HDTRA1-10-C-004

Page 23 of 35

 

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(4) of this clause, and upon the Contractor’s compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver—

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except—

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor’s indemnification of the Government against patent liability.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

 

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor up to end of period of performance.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

 

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor prior to end of period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.


HDTRA1-10-C-004

Page 24 of 35

 

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 60 months.

(d) Option Task 4.1 shall be exercised no later than 30 days after demonstration of Proof of Principle (POP) and POP Milestone Report submission.

CLAUSES INCORPORATED BY FULL TEXT

 

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2009)

(a) Definitions. As used in this clause—

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is “not dominant in its field of operation” when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts—

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at http://www.sba.gov/services/contractingopportunities/sizestandardstopics/.


HDTRA1-10-C-004

Page 25 of 35

 

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required by paragraph (b) of this clause by validating or updating all its representations in the Online Representations and Certifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflect the Contractor’s current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation in ORCA for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

The Contractor represents that it ( X ) is, ( ) is not a small business concern under NAICS Code 541711- assigned to contract number HDTRA1-10-C-0004.

(Contractor to sign and date and insert authorized signer’s name and title).

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

 

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed 0.00 or the overtime premium is paid for work —

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall—

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;


HDTRA1-10-C-004

Page 26 of 35

 

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

 

* Insert either “zero” or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

(End of clause)

 

52.232-22 LIMITATION OF FUNDS (APR 1984)

(a) The parties estimate that performance of this contract will not cost the Government more than (1) the estimated cost specified in the Schedule or, (2) if this is a cost-sharing contract, the Government’s share of the estimated cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government’s and the Contractor’s share of the cost.

(b) The Schedule specifies the amount presently available for payment by the Government and allotted to this contract, the items covered, the Government’s share of the cost if this is a cost-sharing contract, and the period of performance it is estimated the allotted amount will cover. The parties contemplate that the Government will allot additional funds incrementally to the contract up to the full estimated cost to the Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perform, or have performed, work on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.

(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of (1) the total amount so far allotted to the contract by the Government or, (2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus the Contractor’s corresponding share. The notice shall state the estimated amount of additional funds required to continue performance for the period specified in the Schedule.

(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue timely performance under the contract or for any further period specified in the Schedule or otherwise agreed upon, and when the funds will be required.

(e) If, after notification, additional funds are not allotted by the end of the period specified in the Schedule or another agreed-upon date, upon the Contractor’s written request the Contracting Officer will terminate this contract on that date in accordance with the provisions of the Termination clause of this contract. If the Contractor estimates that the funds available will allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may terminate this contract on that later date.

(f) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause—

(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract; and


HDTRA1-10-C-004

Page 27 of 35

 

(2) The Contractor is not obligated to continue performance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of (i) the amount then allotted to the contract by the Government or, (ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor’s corresponding share, until the Contracting Officer notifies the Contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this contract.

(g) The estimated cost shall be increased to the extent that (1) the amount allotted by the Government or, (2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor’s corresponding share, exceeds the estimated cost specified in the Schedule. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.

(h) No notice, communication, or representation in any form other than that specified in subparagraph (f)(2) above, or from any person other than the Contracting Officer, shall affect the amount allotted by the Government to this contract. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this contract, whether incurred during the course of the contract or as a result of termination.

(i) When and to the extent that the amount allotted by the Government to the contract is increased, any costs the Contractor incurs before the increase that are in excess of (1) the amount previously allotted by the Government or,

(2) if this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus the Contractor’s corresponding share, shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

(j) Change orders shall not be considered an authorization to exceed the amount allotted by the Government specified in the Schedule, unless they contain a statement increasing the amount allotted.

(k) Nothing in this clause shall affect the right of the Government to terminate this contract. If this contract is terminated, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.

(l) If the Government does not allot sufficient funds to allow completion of the work, the Contractor is entitled to a percentage of the fee specified in the Schedule equalling the percentage of completion of the work contemplated by this contract.

(End of clause)

 

52.243-7 NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions.

“Contracting Officer,” as used in this clause, does not include any representative of the Contracting Officer.

“Specifically authorized representative (SAR),” as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and


HDTRA1-10-C-004

Page 28 of 35

 

signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 15 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state—

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including-

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor’s estimate of the time by which the Government must respond to the Contractor’s notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within 30 calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either—

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) In the event the Contractor’s notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.


HDTRA1-10-C-004

Page 29 of 35

 

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made—

(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor’s failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above.

Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof.

(End of clause)

 

52.252-2

   CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://farsite.hill.af.mil

(End of clause)

 

52.252-6

   AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulations Supplement (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of clause)


HDTRA1-10-C-004

Page 30 of 35

 

252.201-9003

   LIMITATION OF AUTHORITY (JUN 2009)

No person in the Government, other than a Contracting Officer, has the authority to provide direction to the Contractor, which alters the Contractor’s obligations or changes this contract in any way. If any person representing the Government, other than a Contracting Officer, attempts to alter contract obligations, change the contract specifications/statement of work or tells the contractor to perform some effort which the Contractor believes to be outside the scope of this contract, the Contractor shall immediately notify the Procuring Contracting Officer (PCO). Contractor personnel shall not comply with any order or direction which they believe to be outside the scope of this contract unless the order or direction is issued by a Contracting Officer.

 

252.203-9004

   ETIOLOGIC AGENTS—BIOLOGICAL DEFENSE RESEARCH PROGRAM (FEB 2008)

 

  a. For purpose of this contract etiologic agent—biological defense program is defined as: any viable microorganism, or its toxin which causes or may cause human disease, including those agents listed in 42 CFR 73, 9 CFR 121, and 7 CFR 331, of the Department of Health and Human Services and Department of Agriculture regulations, respectively, and any agent of biological origin that poses a degree of hazard to those agents and is further identified by the US Army. The contractor shall comply with the following when working with etiologic agents:

 

  (1) 29 Code of Federal Regulations 1910, Occupational Health and Safety;

 

  (2) US Department of Health and Human Services (DHHS) and US Department of Agriculture, Select Agent Program(s), 42 CFR 73, 9 CFR 121, and 7 CFR 331; and

 

  (3) DHHS Publication No. 93-8395, Biosafety in Microbiological and Biomedical Laboratories, latest edition.

 

  b. Etiologic agents shall be packaged, labeled, shipped, and transported in accordance with applicable Federal, State, and local laws and regulations, to include:

 

  (1) 42 CFR 72 (Interstate Shipment of Etiologic Agents);

 

  (2) 49 CFR 172 and 173 (Department of Transportation);

 

  (3) 9 CFR 122 (USDA Restricted Animal Pathogens);

 

  (4) International Air Transport Association Dangerous Goods Regulations;

 

  (5) The United States Postal Service shall not be used for transportation of BDRP related etiologic agents; and

 

  (6) If performance is outside of the United States, any additional procedures required by the nation where the work is to be performed.

252.203-9005, Implementation of Contractor Code of Business Ethics and Conduct (Dec 2008)

In accordance with FAR clause 52.203-13, Contractor Code of Business Ethics and Conduct, the designated “agency Office of the Inspector General” is the DoD OIG at the following address:

Office of the Inspector General

United States Department of Defense

Investigative Policy and Oversight


HDTRA1-10-C-004

Page 31 of 35

 

Contractor Disclosure Program

400 Army Navy Drive, Suite 1037

Arlington, VA 22202-4704

Toll Free Telephone: 866-429-8011

 

252.204-9004

   IMPLEMENTATION OF DISCLOSURE OF INFORMATION (JUN 2007)

In accordance with DFARS 252.204-7000 Disclosure of Information, any information to be released shall be submitted at least 45 days before the proposed release date, for security and policy review. Submit one copy to each below:

(a) Office of Public Affairs, DTRA/DIR/COS/PA, 8725 John J. Kingman Dr, MS 6201, Ft Belvoir VA 22060-6201.

(b) Contracting Officer

(c) Program Manager

(d) Task Order Manager

(End of Clause)

 

252.209-9002

   NON-GOVERNMENT SUPPORT PERSONNEL (JAN 2008)

The following companies may have access to contractor information, technical data or computer software that may be marked as proprietary or otherwise marked with restrictive legends: Suntiva LLC (Formerly C-Systems International Corporation )(contract specialist support); Systems Research and Analysis (SRA, managing JPRAS) and The Tauri Group (Advisory and Assistance Services). Each contract contains organizational conflict of interest provisions and/or includes contractual requirements for non-disclosure of proprietary contractor information or data/software marked with restrictive legends. The contractor, by submitting a proposal or entering into this contract, is deemed to have consented to the disclosure of its information to Suntiva LLC, SRA and The Tauri Group under the conditions and limitations described herein.

 

252.215-9004

   KEY PERSONNEL (FEB 2000)

The personnel listed below are considered essential to the work being performed hereunder. Prior to removing, replacing, or diverting any of the specified individuals, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this Contract. No deviation shall be made by the Contractor without the prior written consent of the Contracting Officer; provided, that the Contracting Officer may ratify in writing the change, such ratification shall constitute the consent of the Contracting Officer required by this paragraph. The personnel listed below may, with the consent of the contracting parties, be amended from time to time during the course of the Contract to either add or delete personnel as appropriate.

Principal Investigator


HDTRA1-10-C-004

Page 32 of 35

 

252.216-9003

   CONSULTANTS (OCT 1998)

Services of consultants shall be at rates and for periods approved in advance by the Contracting Officer. Requests for approval shall be submitted to the Contracting Officer sufficiently in advance of the need to use a consultant under this Contract. The request shall include (a) a copy of the proposed consultant agreement, (b) a brief biography of the consultant, and (c) an indication of the area(s) in which consultant’s expertise will be utilized and why it is essential for contract performance. In addition, significant deviations from the dollar amount approved for consultant services, or changes in the consultants to be utilized, must likewise be approved in advance upon submission of adequate justification.

 

252.227-9000

   COMPUTER CODE DEVELOPMENT (OCT 1998)

Computer code development (the writing of a new computer program or the enhancement of an existing program to expand its capabilities) even if not explicitly specified in the Tasks of the SOW, shall be accompanied by a report which will be a brief summary describing the software, associated machine requirements and development and documentation status of each Computer Code for DTRA to determine the applicability of the Computer program to specific research programs.

 

252.235-9000

   SOURCES OF INFORMATION (JULY 2000)

a. The results of the research to be delivered to the Government under this Contract shall embody the most recent reliable information in the field which is available to the Contractor from private and governmental sources, and the Contractor agrees to utilize all sources of such information available to it. In this connection, information in this field which is in the control of DTRA shall, with the consent of the Contracting Officer’s Representative (COR) and under such safeguards and procedures as he/she may prescribe, be made available to the Contractor on request. Additionally, the Contractor is encouraged to make use of the resources available through the Defense Threat Reduction Information Analysis Center (DTRIAC), 1680 Texas Street, Southeast, Kirtland AFB, New Mexico 87117.

b. Reasonable assistance in obtaining access to information, or in obtaining permission to use Government or private facilities, will be given to the Contractor by DTRA. Specifically, the Contractor must register with the Defense Technical Information Center, ATTN: DTIC, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, VA 22060-6218, in accordance with Defense Logistics Agency (DLA) Regulation 4185.10, Certification and Registration for Access to DoD Defense Technical Information. DD Form 1540, the registration form, shall be forwarded to the DTRA Contracting Officer for approval (DFARS 35.010(b)).

(End of clause)

 

252.235-9001

   PROHIBITION OF USE OF LABORATORY ANIMALS (OCT 2008)(DTRA)

No animal studies may be conducted using DOD funds until Animal Care and Use Review Office (ACURO) approval has been granted. Studies involving non human primates, dogs, cats, or marine mammals will require a


HDTRA1-10-C-004

Page 33 of 35

 

site visit by a DoD laboratory animal veterinarian. The recipient (including subcontractors) is expressly forbidden to use laboratory animals in any manner whatsoever without the express written approval of the US Army Medical Research and Material Command (MRMC), Animal Care and Use Review Office (ACURO). You must complete the ACURO Animal Use Appendix for Research Involving Animals found at the following web site: https://mrmcwww.army.mil/AnimalAppendix.asp. Please submit the completed ACURO appendix, contact information, the DTRA contract number and a copy of the contract for processing to the email address listed at the ACURO website for processing. You will receive written approval to begin research under the applicable protocol proposed for this award from the US Army MRMC ACURO under separate email to the recipient and Principal Investigator. A copy of this approval will be provided to the Defense Threat Reduction Agency (DTRA) for the official file. Noncompliance with any provision of this clause may result in the termination of the award.

 

252.242-9000

   CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS) (NOV 2002)

1. As required by FAR Parts 42 and 15, and DTRA policy for the Contractor Performance Assessment Reporting System (CPARS) and Past Performance Information Retrieval System (PPIRS), formerly known as PPAIS, effective July, 2001, the Government shall complete a CPAR each year of the period of performance of this contract. The contractor will have an opportunity to provide their comments in each CPAR before it is completed. In accordance with DTRA CPARS policy the completed CPARs will be entered into PPIRS, a retrieval system for Government source selection teams to access the CPARs of contractor’s performance. The DTRA CPARS and PPIRS policy includes an explanation of the process and procedures that will be utilized under this contract. A copy is available for contractor reference via the DTRAlink (www.dtra.mil) by accessing Acquisition, Doing Business With Us.

2. The CPARs shall occur annually in accordance with the schedule established below:

(i) Initial CPAR: 12 months after contract start date (date performance begins) TBD (by PCO)

(ii) Interim CPAR(s) will be performed annually on the anniversary of the contract start date according to the following schedule: TBD (by PCO)

(iii) A Final CPAR will be completed upon contract termination, transfer of program management/contract management responsibility outside of DTRA, the delivery of the final end item on contract and/or the completion of the performance period.

(iv) An Out-of-Cycle CPAR may be required when there is a significant change in performance that alters the assessment in one or more evaluation area(s). An Out-of-Cycle CPAR is optional and shall be processed in accordance with DTRA CPARS policy referenced in paragraph 1. above.

3. Each CPAR shall only cover the period elapsing from the last annual CPAR. The final CPAR shall not be used to summarize or “roll-up” the contractor’s performance under the entire contract. Each annual CPAR and the final CPAR together will comprise a total picture of contractor performance.

4. At the request of the Government, a verbal, informal review of the Contractor’s performance may be held 3-6 months before the completion of the Interim or Final Evaluation periods. This review entails discussing any problems or areas of concern regarding the Contractor’s performance to date. No written evaluation form or other formal documentation is required for this evaluation. It may be conducted with the Contractor by telephone, teleconference or face-to-face. This is designed to offer the Contractor an opportunity to correct known deficiencies or weaknesses prior to the formal written evaluation.


HDTRA1-10-C-004

Page 34 of 35

 

5. As set forth in DTRA CPARS policy, any disagreements between the Contractor and the Program Manager regarding the CPAR(s) that cannot be resolved shall be reviewed by the designated Reviewing Official prior to completion of the CPAR.

6. Special Requirements for Indefinite Delivery Contracts (IDIQ and Requirements type), CPARs shall be processed (select one)

             for all existing orders (combined) at the time the CPAR is processed

             on an order-by-order basis

             on a grouped order basis

7. The policy and procedures set forth in this clause and DTRA CPARS policy are not subject to “Disputes” as described in FAR Part 33.

 

252.245-9000

   Government Property (AUG 2009)

(a) In accordance with FAR 52.245-1(b), Property Management, and FAR 52.245-1(f), Contractor Plans and Systems, the Contractor shall have a system to manage (control, use, preserve, protect, repair and maintain) Government property in its possession.

(b) The Contract Data Requirements Lists (CDRLs) associated with the Property for this Contract are contained in Exhibit “A” and included in Section J of this contract. The spreadsheet required by the CDRL entitled “Master Government Property List (MGPL) will be incorporated in Section J of this contract.

(c) The Contractor shall provide to the Government an updated MGPL according to the CDRL.

(d) The Government Site Visits/Physical Inventory – The DTRA will annually verify the Property in the Possession of the Contractor. The Contactor’s Point of Contact shall coordinate with the Program Manager/Contracting Officer Representative or DTRA Accountable Property Officer (APO) on prearranged site visits upon request.

(e) The Contractor shall annually conduct and provide to the DTRA a physical inventory report of ALL Government Property in its possession according to the Master Government Property List (Physical Inventory) CDRL.

(f) The physical inventory report shall be validated/confirmed via signature by both the Contractor’s Property Administrator and the DTRA’s Government Representative (i.e. COR, APO, etc.). Inventory discrepancies must be reported immediately to the Contracting Officer, COR/Program Manager and resolved by the DTRA APO.

(g) The Contractor shall provide all CDRL reports to the Government electronically in a spreadsheet using Microsoft Office Excel. Unless otherwise specified, the contractor shall submit all data through the IUID Registry.

(End of Clause)

Exhibit/Attachment Table of Contents


HDTRA1-10-C-004

Page 35 of 35

 

DOCUMENT TYPE   DESCRIPTION   PAGES   DATE
Exhibit A   CDRLS     09-DEC-2009
Attachment 1   Statement of Work     30-NOV-2009


EXHIBIT A


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

 

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

 

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

  

 

E. CONTRACT/PR NO.

   F. CONTRACTOR

 

                    Trius Therapeutics, Inc.

 

     

1. DATA ITEM NO.

 

A001

 

2. TITLE OF DATA ITEM

 

Work Breakdown Structure

 

  

3. SUBTITLE

 

3-Level Work Breakdown Structure

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81334C

 

   5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ  

 

LT

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

  

10. FREQUENCY

 

        See Blk 16

 

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

 

      DDraft      Final      
                  Reg      Repro        

16. REMARKS

 

Three-Level WBS with costs & schedule per each level (top level is program, level 2 is base/options, level 3 are major tasks). For lowest task level show breakdown for labor, material and other indirect costs. Blk 10-13: First report due 15 days prior to Kick-off as part of Project Management Plan (CDRL A011) submission. To be updated annually. Government may provide acceptable format. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

A002

 

 

2. TITLE OF DATA ITEM

 

Monthly Invoice Report

 

  

3. SUBTITLE

 

NA

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-FNCL-80331A

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

 

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

 

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

 

  

10. FREQUENCY

 

Monthly

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

 

     

11. AS OF DATE

 

See Blk 16

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

 

      DDraft    Final      
                  Reg      Repro      

16. REMARKS

 

Summary of invoices submitted during previous month or last month for which unreported data is available. Blk 11-13: Report after first business day of the month after contract initiation and every month thereafter.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

 

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

 

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

 

  

 

E. CONTRACT/PR NO.

   F. CONTRACTOR

 

                    Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A003

 

 

2. TITLE OF DATA ITEM

 

Quarterly Status Report

 

  

3. SUBTITLE

 

Quarterly Contract Performance Re

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80368A

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

 

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ  

 

LT

 

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

 

  

10. FREQUENCY

 

        Quarterly

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

 

     

11. AS OF DATE

 

        See Blk 16

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

 

      DDraft      Final      
                  Reg      Repro        

16. REMARKS

 

First report due within 15 days after the end of the first Fiscal Quarter (FQ) after award. Subsequent reports due within 15 days of the end of each FQ. Report will address cost, schedule, performance (including pertinent technical data), and risk, to include updates to project expenditures. The 4th quarterly report for each FY will include an Executive Summary for the entire FY. Government may provide acceptable format. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                                       15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

A004

 

 

2. TITLE OF DATA ITEM

 

Integrated Master Schedule

 

  

3. SUBTITLE

 

NA

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81650

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

 

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

 

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

 

  

10. FREQUENCY

 

See Blk 16

 

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

 

     

11. AS OF DATE

 

See Blk 16

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

 

      DDraft    Final      
                  Reg      Repro      

16. REMARKS

 

First report due 15 days prior to Kick-off. Microsoft Project compatible file required. Subsequent updates due within 15 days of each FQ end. Government may provide acceptable format. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                                       15. TOTAL    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

 

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

 

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

  

 

E. CONTRACT/PR NO.

   F. CONTRACTOR

 

                    Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A005

 

2. TITLE OF DATA ITEM

 

Final Report

 

  

3. SUBTITLE

 

Final Project Report

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-ADMN-80447A

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

 

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ  

 

LT

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

 

  

10. FREQUENCY

 

        1 Time

 

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

 

     

11. AS OF DATE

 

        Project Completion

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

 

      DDraft      Final      
                  Reg      Repro        

16. REMARKS

 

Submission within 30 days of completion of final task on contract. Contractor format acceptable. Final report must include final summary of cost/financial data and project schedule in addition to performance. Government may provide acceptable format. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 5 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                                       15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

A006

 

 

2. TITLE OF DATA ITEM

 

Miscellaneous Data Submissions

 

  

3. SUBTITLE

 

Point papers, briefings, technical presentations and publications

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

NA

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

 

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT

REQUIRED    

 

NA

 

  

10. FREQUENCY

 

As required

 

  

12. DATE OF FIRST SUBMISSION

 

As required

 

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

 

     

11. AS OF DATE

 

As required

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

As required

 

      DDraft    Final      
                  Reg      Repro      

16. REMARKS

 

Submission frequency will average approximately twice per year and dates will be coordinated. Deliverables shall be compatible electronic media. Required submissions include Point Papers, Briefings, TPP, PDP, ACURO Approvals, HROB Approvals. Unless government format is provided, contractor format is acceptable. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1    0      
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                                       15. TOTAL    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

   E. CONTRACT/PR NO.   

F. CONTRACTOR

 

            Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A007

  

2. TITLE OF DATA ITEM

 

Patent – Reporting of Subject Inventions

  

3. SUBTITLE

 

NA

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

NA

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

        Annually

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Provide report(s) every 12 months from the date of the contracts as identified in the DFARS 252.227-7039 (Patents – Reporting Subject Inventions (DD Form 882 attached) and FAR 52.227-11.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

A008

  

2. TITLE OF DATA ITEM

 

Regulatory Approvals and Technical Data Packages

  

3. SUBTITLE

 

Submission Report (Regulatory Appr. Docs)

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

NA

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

      18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Contractor will submit pre-IND, and/or pre-EUA to the FDA. Contractor will provide the Government copies of all technical data generated by the contractor prior to and during performance of contract necessary to pursue FDA approval of pre-IND, IND, or pre-EUA, and notify the Government of FDA decisions. All written communications to and/or from the FDA will he provided to the Government. Government review is 15 days after receipt of first submittal and will not impede submission of documents to FDA by Contractor.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

   E. CONTRACT/PR NO.   

F. CONTRACTOR

 

            Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A009

  

2. TITLE OF DATA ITEM

 

In-Process Review

  

3. SUBTITLE

 

NA

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80368A

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

        Bianually

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Contractor present project status formally to the Government no more than every 6 months in accordance with a Government provided agenda. The information contained in the In Process Review (IPR) is similar to that contained in the Quarterly Status Report (QSR, CDRL A003) but in a presentation format. Unless government format is provided, contractor format is acceptable. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

A010

  

2. TITLE OF DATA ITEM

 

Expenditure Forecast

  

3. SUBTITLE

 

Project Spend Plan

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81468

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

      18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Contractor will provide an updated expenditure forecast reflecting actual negotiated costs over the lifetime of the project 15 days prior to Kick-off, and will update the forecast as requested by the Government. Unless government format is provided, contractor format is acceptable. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

   E. CONTRACT/PR NO.   

F. CONTRACTOR

 

            Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A0011

  

2. TITLE OF DATA ITEM

 

Project Management Plan

  

3. SUBTITLE

 

NA

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80004A

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

        See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

  

14. DISTRIBUTION

 

       
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Includes organizational chart, initial WBS, initial Integrated Master Plan, Risk Management Plan, and Regulatory Affairs Plan. Due 15 days prior to Kick-off. Government may provide acceptable format. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL    0    2    0      

1. DATA ITEM NO.

 

  

2. TITLE OF DATA ITEM

 

  

3. SUBTITLE

 

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

  

5. CONTRACT REFERENCE

 

  

6. REQUIRING OFFICE

 

     

18. ESTIMATED         TOTAL PRICE

 

7. DD 250 REQ

 

  

9. DIST

 

STATEMENT  

REQUIRED      

 

  

10. FREQUENCY

 

  

12. DATE OF FIRST SUBMISSION

 

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

     

11. AS OF DATE

 

  

13. DATE OF SUBSEQUENT SUBMISSION

 

      DDraft    Final      
                  Reg    Repro      
16. REMARKS                          
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL                     

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

   E. CONTRACT/PR NO.   

F. CONTRACTOR

 

Trius Therapeutics, Inc.

 

     

1. DATA ITEM NO.

 

A012

  

2. TITLE OF DATA ITEM

 

Master Government Property List

  

3. SUBTITLE

 

GFP, GFE, GFM and Contractor Acquired Property

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80269

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/BE-BL_

     

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

 

STATEMENT  

REQUIRED      

 

NA

  

10. FREQUENCY

 

Monthly

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

Award

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Block 4: This DID is for reference only. The report shall be prepared according to the remarks below.

Block 12: 45th calendar day following contract award.

Block 13: Tenth calendar day of each month.

 

During performance of the Contract, the Contractor may purchase material or equipment using Government funds [Contractor Acquired Property (CAP)] if it is approved by the Contracting Officer. The Contractor shall provide a Master Government Property List (MGPL) inclusive of all CAP on the 45th calendar day following Contract award and the tenth calendar day of each subsequent month.

 

The MGPL shall include all equipment/property provided to the contract, including equipment transferred between projects, broken and obsolete equipment, and items purchased outside the United States. The MGPL shall consist of the following data elements at a minimum: Accountable Contract, Property Name, Original Manufacturer’s Name, Description/Commercial Use, Original Manufacturer’s Part Number, Model Number, Serial Number, DTRA Asset ID Number, Equipment Identification Number Quantity, Contract to which equipment is assigned, Work Breakdown Structure Project Number, Item Unique Identifier or equivalent, Project Descriptor, Equipment Location, Date Placed In Service, Condition of Property (active, stored, in-transit or waiting disposal), Government Property Type (Government Furnished Equipment, Government Furnished Material, Government Furnished Property, CAP), Unit Acquisition Cost (from accounting system) and Remarks.

 

The MGPL shall be delivered electronically in a spreadsheet using Microsoft Office Excel. Abbreviations are not allowed.

 

Ninety (90) days prior to Contract expiration, the Contractor shall submit a final MGPL suitable for close-out purposes containing use/disposition recommendations.

 

   DTRA/BE-BL_              1      
   DTRA/BE-BF_              1      
   DTRA/BE-BC_              1      
   DTRA/TMTI              1      
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
  

15. TOTAL

 

 

             4

 

 

     

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


CONTRACT DATA REQUIREMENTS LIST

(2 Data items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to Department of Defense, Washington Headquarters Services, Directorate for information Operations and Reports (0701-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA, 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection or information if it does no display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. Listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Transformational Medical Tech Initiative

   E. CONTRACT/PR NO.   

F. CONTRACTOR

 

Trius Therapeutics, Inc.

     

1. DATA ITEM NO.

 

A013

  

2. TITLE OF DATA ITEM

 

Master Government Property – Physical Inventory

  

3. SUBTITLE

 

GFP, GFE, GFM and Contractor Acquired Property

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80441

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/BE-BL_

     

18. ESTIMATED

TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

STATEMENT

REQUIRED

 

NA

  

10. FREQUENCY

 

Annually

  

12. DATE OF FIRST SUBMISSION

 

One Month after award

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

Award

  

13. DATE OF SUBSEQUENT SUBMISSION

 

Annually

      DDraft    Final      
                  Reg    Repro      

16. REMARKS

 

Block 4: This DID is for reference only. The report shall be prepared according to the remarks below.

 

The Contractor shall annually perform, record and disclose physical inventory results of all Government Property/Contractor Acquired Property (CAP)/Equipment/Material. A final coordinated physical inventory shall be performed upon contract completion or termination and approved by the DTRA Accountable Property Officer.

 

The Physical Inventory Report shall indentify the Contractor’s Point of Contact with telephone number and signature and shall consist of the following data elements at a minimum: Accountable Contract, Property Name, Original Manufacturer’s Name, Description/Commercial Use, Original Manufacturer’s Part Number, Model Number, Serial Number, DTRA Asset ID Number, Equipment Identification Number Quantity, Contract to which equipment is assigned, Work Breakdown Structure Project Number, Item Unique Identifier or equivalent, Project Descriptor, Equipment Location, Date Placed In Service, Condition of Property (active, stored, in-transit or waiting disposal), Government Property Type (Government Furnished Equipment, Government Furnished Material, Government Furnished Property, CAP), Unit Acquisition Cost (from accounting system) and Remarks.

 

The Physical Inventory Report shall be documented in writing and validated/confirmed by both the Contractor’s Property Administrator and the DTRA PM. Inventory discrepancies must be reported immediately to the Contracting Officer, PM or the DTRA Accountable Property Officer. The report shall contain original signatures and be delivered electronically in a spreadsheet using Microsoft Office Excel. Abbreviations are not allowed.

 

Ninety (90) days prior to Contract expiration, the Contractor shall submit a final property identification listing suitable for close-out purposes containing use/disposition recommendations. The report must be reviewed, approved and signed by the DTRA Accountable Property Officer prior to contract close out.

   DTRA/BE-BL_              1      
   DTRA/BE-BF_              1      
   DTRA/BE-BC_              1      
   DTRA/TMTI              1      
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL              4      
                       
                       
                         

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

12-14-2009

  

I. APPROVED BY

 

/s/ Unknown Signatory

  

J. DATE

 

/s/ 12-17-2009

     


SCHEDULE 1


LOGO

 

Broad Spectrum Antibacterial Therapeutics from Marine Natural Products

TMTI-DRUG-02: Trius Therapeutics

Statement of Work

1.0– Objective: The goal of this program is to develop a safe, potent antimicrobial agent derived from marine sediment actinomycete fermentations. The agent will have a novel, bacterial-specific mechanism of action for the prophylaxis and treatment of infectious diseases caused by Category A and B bacterial pathogens. We will maximize the opportunity for rapid progress by collecting and fermenting novel actinomycetes from a novel resource, marine sediments. We will minimize the time for discovery of novel mechanism antibacterials using our unique collection of Bacillus anthracis antisense strains hypersensitized to […***…] different bacterial-specific essential targets. We will accelerate development of therapeutics from these discoveries using our structural biology platform to co-crystallize the natural products with the protein targets, thus allowing semi-synthetic modification to optimize the drug properties. […***…]. The resulting therapeutics will show no cross-resistance to existing drugs and a broad pathogen spectrum. Thus, we mitigate the defense threat and aid the warfighter by providing a unique, cost-effective solution to counter multiple possible bacterial biowarfare agents with a single therapeutic agent.

2.0 – Scope: This proposal to develop therapeutic countermeasures against Category A and B bacterial pathogens is in support of the Defense Threat Reduction Agency (DTRA) Chemical and Biological Defense Medical S&T Division research and development program. The scope of work for this contract falls into the following 4 stages: […***…] Time frames are shown below with more details of the Base period, Option Periods and Option Tasks outlined in Attachment 1.

In Option Task 1, […***…].

It is anticipated that […***…]. However, the other studies […***…] compound. DTRA has […***…] and […***…], to be triggered at the discretion of DTRA (see figure below).

 

V03.31.10   1   ***Confidential Treatment Requested


LOGO

 

Period of Contract and Budget

[…***…]

3.0 – Background:

Bioweapons derived from bacterial pathogens are a serious and present danger to the warfighter. The nature of these bacterial bioweapons will require therapeutics with novel mechanisms of action because of the likelihood that such bioweapons will be engineered for resistance against

 

V03.31.10   2   ***Confidential Treatment Requested


LOGO

 

known therapeutics. New antibacterial therapeutics to address this danger are not currently in development. The reality of the danger combined with the paucity of new therapeutics creates a strong urgency for a rapid process with a high likelihood of success. Bacteria of the subgroup Actinomycetales have been the most prolific source of new antibiotics, providing more than 80% of the antibiotic drugs in use today. The method of discovering antibacterials from soil-derived actinomycetes is well established and includes fermenting the bacteria to elicit production of secondary metabolites, extraction of the resulting broth and then testing for antibacterial activity. Because of the long effort by countless numbers of researchers examining terrestrial soil, it is increasingly difficult to find novel antibacterials from this source with properties useful in addressing the biowarfare pathogens contemplated here.

While the search for antimicrobials from the soil-based milieu has reached a point of diminishing returns, recent advances in marine microbiology have opened unprecedented opportunities for the discovery of useful new antibiotics from ocean sediment microorganisms. […***…]

The Base period milestone is […***…]. The goal of Option Period 1 is […***…] into Option 2 (preclinical), where the milestone is […***…]. Up to […***…] studies. […***…].

4.0- Tasks/ Technical Requirements:

BASE PERIOD 1 (18 months): […***…]

4.0 The contractor should […***…].

The contractor shall […***…].

 

V03.31.10   3   ***Confidential Treatment Requested


LOGO

 

Option Task 4.1: […***…].

4.1 The contractor shall […***…].

4.2 The contractor shall […***…].

4.3 The contractor shall […***…].

[…***…]

GOAL: […***…].

BASE PERIOD INTERIM MILESTONE ([…***…]): The contractor should […***…].

BASE PERIOD INTERIM MILESTONE ([…***…]): The contractor should […***…].

4.4 The contractor should […***…].

4.4.1 The contractor should […***…]

4.4.2 The contractor should […***…]

4.4.3 The contractor should […***…]

4.4.4 The contractor should […***…]

4.5 The contractor should characterize the activity of the isolated components

[…***…]

 

V03.31.10   4   ***Confidential Treatment Requested


LOGO

 

[…***…]

4.6. The contractor should […***…]

BASE PERIOD MILESTONE […***…].

[…***…].

[…***…].

OPTION PERIOD 1 […***…]

4.7. The contractor […***…]

4.8. The contractor should […***…]

 

V03.31.10   5   ***Confidential Treatment Requested


LOGO

 

4.9. The contractor should […***…]

4.9.1 The contractor should […***…]

4.9.2 The contractor should […***…]

OPTION 1 INTERIM MILESTONE: The contractor should […***…].

OPTION 1 INTERIM MILESTONE: The contractor should […***…].

OPTION 1 MILESTONE: The contractor should […***…].

OPTION 1 MILESTONE: The contractor should […***…]

OPTION PERIOD 2 […***…]

4.10. The contractor shall […***…]

 

V03.31.10   6   ***Confidential Treatment Requested


LOGO

 

[…***…]

OPTION PERIOD 2 MILESTONE: The contractor should […***…]

]

OPTION PERIOD […***…]

4.12. The contractor shall […***…]

4.13. The contractor should […***…]

4.14. The contractor shall […***…]

4.15. The contractor shall […***…]

4.16 The contractor should […***…]

OPTION PERIOD 3 MILESTONE: […***…]

 

V03.31.10   7   ***Confidential Treatment Requested


LOGO

 

The contractor […***…]

OPTION PERIOD 3 […***…]

ALL BASE AND OPTION PERIODS

FY1-FY5

Management

4.19. The contractor shall

[…***…]

4.20. […***…]

4.21: The contractor shall […***…]

5.0- CDRLs/Other deliverables:

 

1. The contractor shall […***…]

 

2. The contractor shall […***…]

 

V03.31.10   8   ***Confidential Treatment Requested


LOGO

 

3. The contractor shall […***…]

 

4. The contractor shall […***…]

 

  a. The contractor shall […***…]

 

  b. The contractor shall […***…]

 

5. The contractor shall […***…]

 

6. The contractor shall […***…]

 

7. The contractor shall […***…]

 

8. The contractor shall […***…]

 

9. The contractor shall […***…]

 

10. The contractor shall […***…]

Attachment 1: SUMMARY OF TASKS/TECHNICAL REQUIREMENTS

 

V03.31.10   9   ***Confidential Treatment Requested


LOGO

 

[…***…]

 

V03.31.10   10   ***Confidential Treatment Requested


LOGO

 

[…***…]

 

V03.31.10   11   ***Confidential Treatment Requested


Attachment 2: CONTRACT DATA REQUIREMENT LIST

 

CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved

OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.      

A.  CONTRACT LINE ITEM

NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.   

F. CONTRACTOR

 

Trius Therapeutics

     

1. DATA ITEM NO.

 

A001

  

2. TITLE OF DATA ITEM

 

Work Breakdown Structure

  

3. SUBTITLE

 

3-Level Work Breakdown Structure

     

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81334C

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

        See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

3-Level WBS with costs & schedule per each level. For lowest task level show breakdown for labor, material and other indirect costs. Blk 10-13: First report due 15 days past award. Formal provided to contractor. To be updated annually. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

1. DATA ITEM NO.

 

A002

  

2. TITLE OF DATA ITEM

 

Monthly Invoice Report

  

3. SUBTITLE

 

NA

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-FNCL-80331A

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

      18. ESTIMATED TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

Monthly

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Summary of invoices submitted during previous month or last month for which unreported data is available Format provided to contractor. Blk 11-13 Report after first business day of the month after contract award and every month thereafter.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

  

J. DATE

 

     
  DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

  

 

V03.31.10   12  


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.      

A.  CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.   

F. CONTRACTOR

 

Trius Therapeutics

 

     

1. DATA ITEM NO.

 

A003

  

2. TITLE OF DATA ITEM

 

Quarterly Status Report

  

3. SUBTITLE

 

Quarterly Contract Performance Report

 

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-ADMN-80447

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

        Quarterly

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blks 11-13: First report due within 15 days after the end of the first Fiscal Quarter post award. Subsequent reports due within 15 days of the end of each FQ. Format provided to the contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

1. DATA ITEM NO.

 

A004

  

2. TITLE OF DATA ITEM

 

Quarterly Financial Status Report

  

3. SUBTITLE

 

NA

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-FNCL-80331A

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

      18. ESTIMATED TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

Quarterly

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blks 11-13: First report due within 15 days after the end of the first Fiscal Quarter post award. Subsequent reports due within 15 days of the end of each FQ. Format provided to the contractor. Report should include expenditures to each item in the 3-Level WBS. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     
  DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.       Page      of      Pages   

 

V03.31.10   13  


Adobe Professional 7.0                                              

CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

            Form Approved

            OMB No. 0704-0188

     
The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.      

A.  CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.   

F. CONTRACTOR

 

Trius Therapeutics, Inc.

 

     

1. DATA ITEM NO.

 

A005

  

2. TITLE OF DATA ITEM

 

Annual Report

  

3. SUBTITLE

 

Cumulative Annual Progress Report

 

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-ADMN-80447

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

     

18. ESTIMATED

TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

        See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blks 10-13: First submission within 15 days after the end of the first Fiscal Year following award. Subsequent reports due within 15 days after the end of the Fiscal Year. Format as provided to contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

1. DATA ITEM NO.

 

A006

  

2. TITLE OF DATA ITEM

 

Integrated Master Schedule

  

3. SUBTITLE

 

NA

      17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81650

  

5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

      18. ESTIMATED TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blk 10-13: First report due 15 days past award. Format provided to contractor. Subsequent reports due within 15 days of FQ end. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTALg    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     
  DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

  

 

V03.31.10   14  


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

            Form Approved

            OMB No. 0704-0188

     

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

     

A.  CONTRACT LINE ITEM NO.

 

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.    F. CONTRACTOR

 

                    Trius Therapeutics

     

1. DATA ITEM NO.

 

A007

 

2. TITLE OF DATA ITEM

 

Final Report

 

  

3. SUBTITLE

 

Final Project Report

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-ADMN-084478

 

   5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

STATEMENT

REQUIRED

 

NA

  

10. FREQUENCY

 

        1 Time

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        Project End

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        NA

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blk 12: Submission within 15 days of completion of final task. Contractor format acceptable. Final report must include final summary of cost/financial data and project schedule in addition to performance. Government review/approval is 15 days after receipt of first submittal. Provide final document within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      
                       

1. DATA ITEM NO.

 

A008

 

2. TITLE OF DATA ITEM

 

Miscellaneous Data Submission

 

  

3. SUBTITLE

 

Point Papers, Briefings, TPP, PDP,

Technical Presentations and Publications

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

NA

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

STATEMENT

REQUIRED

 

NA

  

10. FREQUENCY

 

As Required

  

12. DATE OF FIRST SUBMISSION

 

As Required

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

As Required

  

13. DATE OF SUBSEQUENT SUBMISSION

 

As Required

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Submission frequencies and dates will be coordinated. Deliverables shall be compatible electronic media. Unless format is provided, contractor format is acceptable. Required submissions include Point Papers, Briefings, TPP, PDP, ACURO Approvals, HROB Approvals, Technical Presentations and Publications. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     

   DD FORM 1423-2, AUG 96

   PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

     

 

V03.31.10   15  


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

            Form Approved

            OMB No. 0704-0188

     

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

     

A.  CONTRACT LINE ITEM NO.

 

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.    F. CONTRACTOR

 

                    Trius Therapeutics

     

1. DATA ITEM NO.

 

A009

 

2. TITLE OF DATA ITEM

 

Patents – Reporting of Subject    

Inventions

 

  

3. SUBTITLE

 

NA

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MISC-80711A

 

   5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ  

 

LT

  

9. DIST STATEMENT REQUIRED    

 

NA

  

10. FREQUENCY

 

        Annually

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft      Final      
                  Reg      Repro        

16. REMARKS

 

Blk 11-13: Provide report(s) every 12 months from the date of the contract as identified in the DFARS 252.227-7039 (Patents – Reporting Subject Inventions (DD Form 882 attached) and FAR 52.227-11.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      
                       

1. DATA ITEM NO.

 

A010

 

2. TITLE OF DATA ITEM

 

Regulatory Approval and Technical Data Packages

 

  

3. SUBTITLE

 

Submission Report (Regulatory Appr. Docs)

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

NA

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST STATEMENT REQUIRED    

 

NA

  

10. FREQUENCY

 

See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      Draft    Final      
                  Reg      Repro      

16. REMARKS

 

Blk 10-13: Contractor will provide the Government copies of all technical data generated by the contractor prior to and during performance of contract necessary to pursue FDA approval of IND, NDA, and notify the Government of FDA decisions. All written communications to and/or from the FDA will be provided to the Government. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     

   DD FORM 1423-2, AUG 96

   PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

     

 

V03.31.10   16  


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

            Form Approved

            OMB No. 0704-0188

     

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

     

A.  CONTRACT LINE ITEM NO.

 

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

   E. CONTRACTOR/PR NO.    F. CONTRACTOR

 

                    Trius Therapeutics

     

1. DATA ITEM NO.

 

A011

 

2. TITLE OF DATA ITEM

 

In Process Review

 

  

3. SUBTITLE

 

NA

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80227 & DI-MGMT-80555A

 

   5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

STATEMENT

REQUIRED

 

NA

  

10. FREQUENCY

 

every 6 months

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blk 11-13: Contractor present project status formally to the Government every 6 months in accordance with a Government provided agenda. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      
                       

1. DATA ITEM NO.

 

A012

 

2. TITLE OF DATA ITEM

 

Expenditure Forecast

 

  

3. SUBTITLE

 

Project Spend Plan

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-81468

 

   5. CONTRACT REFERENCE

 

NA

 

  

6. REQUIRING OFFICE

 

DTRA/TMTI

        18. ESTIMATED         TOTAL PRICE

7. DD 250 REQ

 

LT

  

9. DIST

STATEMENT

REQUIRED

 

NA

  

10. FREQUENCY

 

See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE    b. COPIES        

8. APP CODE

 

A

     

11. AS OF DATE

 

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

See Blk 16

      Draft    Final      
                  Reg    Repro      

16. REMARKS

 

Blks 10-13: Contractor will provide an updated expenditure forecast reflecting actual negotiated costs over the lifetime of the project 15 days past award, and will update the forecast as requested by the Government. Format as provided to contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such requesT. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     

   DD FORM 1423-2, AUG 96

   PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

     

 

V03.31.10   17  


CONTRACT DATA REQUIREMENTS LIST

(1 Data Item)

  

            Form Approved

            OMB No. 0704-0188

     

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed forms to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

     

A.  CONTRACT LINE ITEM NO.

 

NA

  

B. EXHIBIT

 

A

  

C. CATEGORY:

 

TDP                       TM                      OTHER                       

          

D. SYSTEM/ITEM

 

Chemical/Biological Medical System

  

E. CONTRACTOR/PR NO.

 

NA

   F. CONTRACTOR

 

                    Trius Therapeutics

     

1. DATA ITEM NO.

 

A013

 

2. TITLE OF DATA ITEM

 

Project Management Plan

 

  

3. SUBTITLE

 

NA

 

       

17. PRICE GROUP

 

 

4. AUTHORITY (Data Acquisition Document No.)

 

DI-MGMT-80004A

 

   5. CONTRACT REFERENCE

 

NA

  

6. REQUIRING OFFICE

 

DTRA/TMTI

       

18. ESTIMATED

        TOTAL PRICE

7. DD 250 REQ  

 

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

 

        See Blk 16

  

12. DATE OF FIRST SUBMISSION

 

        See Blk 16

   14. DISTRIBUTION        
            a. ADDRESSEE      b. COPIES        

8. APP CODE

A

     

11. AS OF DATE

 

        See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

 

        See Blk 16

      Draft      Final      
                  Reg      Repro        

16. REMARKS

 

Includes organizational chart, initial WBS, initial Integrated Master Plan, Risk Management Plan, Regulatory Affairs Plan. Formats provided to contractor. Due within 15 days past award.

   DTRA/TMTI         1           
   DTRA/BCR         1           
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
   15. TOTAL g    0    2    0      
                       

G. PREPARED BY

 

/s/ William Jones

  

H. DATE

 

June 25, 2009

  

I. APPROVED BY

 

  

J. DATE

 

     

   DD FORM 1423-2, AUG 96

   PREVIOUS EDITION MAY BE USED.      

Page      of      Pages

Adobe Professional 7.0

     

 

V03.31.10   18  
EX-10.17 6 dex1017.htm RESEARCH AGREEMENT Research Agreement

Exhibit 10.17

***Text Omitted and Filed Separately

with the Securities and Exchange Commission.

Confidential Treatment Requested

Under 17 C.F.R. Sections 200.80(b)(4)

and Rule 406 of the Securities

Act of 1933, as amended.

RESEARCH AGREEMENT

HDTRA1-10-C-0004

THIS RESEARCH AGREEMENT (“Agreement”) is made by and between TRIUS THERAPEUTICS, INC. (“Sponsor”) with offices at 6310 Nancy Ridge Drive, Suite 101, San Diego, CA 92121, and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California Corporation having its principal office at 1111 Franklin Street, 5th floor, Oakland, California 94607-5200, on behalf of Scripps Institution of Oceanography at the University of California, San Diego campus (“University”) located at 9500 Gilman Drive, La Jolla, California 92093-0210.

WHEREAS, it is in the mutual interest of Sponsor and University that research be conducted on a project entitled “Broad Spectrum Antibacterial Therapeutics from Marine Products” (the “Project”);

WHEREAS, Sponsor desires to financially support said research at University;

NOW, THEREFORE, the parties agree as follows:

1. SCHEDULE. The Project shall be conducted in accordance with the Statement of Work attached hereto as Exhibit A (the “Statement of Work”) and incorporated into this Agreement by this reference. The Project shall be carried out during the Project Period specified in the Statement of Work, namely April 21, 2010 through September 20, 2014 unless sooner terminated as herein provided.

2. BUDGET. The funding for Sponsor’s support of the Project is provided through contract HDTRA1-10-C-0004 between Sponsor and the Defense Threat Reduction Agency (the “DTRA Contract”). This Agreement is a subcontract under the DTRA Contract and therefore the terms and conditions of the DTRA Contract that are applicable to University as a subcontractor are attached hereto as Exhibit B (“DTRA Requirements”) and deemed incorporated into and made a part of this Agreement. The total estimated cost of the Project is $4,306,007 covering the period April 21, 2010 through September 20, 2014. The Agreement is incrementally funded with […***…] currently available for payment covering the period […***…] through […***…]. Under this Agreement the University shall cover all direct and indirect costs of the Project as set forth in the budget attached hereto in Exhibit C (the “Budget”). University shall use its reasonable efforts to ensure that the cost of the Project remains within such Budget. The Budget attached hereto as Exhibit C includes Sponsor’s entire payment obligation under this Agreement for University’s performance of the Project. In no event will Sponsor be obligated to pay to University amounts in excess of the Budget without Sponsor’s prior written consent. If at any time University has reason to believe that

 

***Confidential Treatment Requested


the cost of the Project will be greater than the amount in the Budget, University shall notify Sponsor in writing to that effect, giving a revised budget of the cost of completion of the Project. Sponsor shall not be obligated to reimburse University for the costs incurred in excess of the Budget unless and until Sponsor has notified University in writing that the revised budget is accepted. Upon expenditure of the accepted budget amount in accordance with the Budget, University’s obligation to continue performance of the Project shall cease. If the Project period is […***…], the balance of any funds remaining at the end of any Project year can be carried over to subsequent years during the period of the Agreement to support the Project. In addition, if the DTRA Contract is terminated, University shall use its best efforts to cease any further Project activities upon receipt of written notice thereof from Sponsor.

3. PAYMENT. University will submit invoices to Sponsor monthly for actual work performed under the Statement of Work and Sponsor shall remit payment of all undisputed amounts within […***…] of receipt of invoice.

Payment shall be made to “The Regents of the University of California” and sent to the following:

The Regents of the University of California

University of California-San Diego

Office of Post Award Financial Services

ATTN: Connie Mulock

9500 Gilman Drive

La Jolla, CA 92093-0954

Or paid by wire transfer to:

[…***…]

Addendum information to be included:

Principal Investigator’s name:

Invoice Number being paid

Exact amount of incoming funds

 

***Confidential Treatment Requested

2.


The University shall mail the invoice to:

Trius Therapeutics, Inc.

Attention: Accounts Payable

6310 Nancy Ridge Drive, Suite 101

San Diego, CA 92121

4. PRINCIPAL INVESTIGATOR. The Project is to be conducted by University under the direction of William Fenical (“Principal Investigator”) with the participation of other research personnel of University under Principal Investigator’s immediate and direct control during the performance of the Project. Principal Investigator will be responsible for the direction of the Project, including all budgeting and revisions to the Budget, in accordance with applicable University policies.

5. CONFIDENTIALITY. Subject to Paragraph 9 of this Agreement, it is the intent of the parties that neither party shall furnish any information considered confidential and/or proprietary by it and/or one or more third parties to the other party in connection with this Agreement except as expressly set forth herein.

During the term of this Agreement and for a period of […***…] thereafter, University and Principal Investigator will maintain all Confidential Information of Sponsor as confidential and will not disclose any Confidential Information of Sponsor or use any Confidential Information of Sponsor for any purpose, except (i) as expressly authorized by this Agreement, (ii) as required by law, rule, regulation or court order (provided that University uses reasonable efforts to obtain a protective order or to seek confidential treatment of any such information required to be disclosed), or (iii) to its employees, agents, consultants, independent contractors, affiliates and other representatives who require access to such information to accomplish the purposes of this Agreement so long as such persons are under obligations of confidentiality, non-disclosure, and non-use no less stringent than as set forth herein. University agrees to use at least the same standard of care as it uses to protect its own Confidential Information (which in no case will be less than reasonable standard of care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information. University and Principal Investigator will promptly notify Sponsor upon discovery of any unauthorized use or disclosure of Confidential Information. For purpose of this Agreement, should

 

***Confidential Treatment Requested

3.


Sponsor deem it necessary to disclose information considered confidential and/or proprietary by it to University, it will be clearly marked by Sponsor, in writing, as “Confidential Information.” Proprietary/confidential information shall also include oral disclosures provided that the oral disclosure is reduced to writing in summary form, marked as “Confidential Information,” and delivered to the Receiving Party within […***…] of oral disclosure. This obligation does not apply to information that was known to University prior to its receipt from Sponsor as evidenced by its competent written records, that is independently developed by University without reference to or use of such information, or that enters the public domain through no fault of University.

6. RIGHTS IN DATA. Subject to Paragraph 5, 8 and 9 of this Agreement, University shall have the right to publish, disclose, disseminate and use, in whole and in part, any data and information received or developed under this Agreement. Subject to the terms of the Publication, and Disclosure and Patent Rights provisions of this agreement, Sponsor shall have the right to disclose, publish and use the technical reports, data and information delivered hereunder to Sponsor by University.

7. USE OF NAME/PUBLICITY. It is agreed by each party that it will not under any circumstance use the name of the other party or its employees in any advertisement, press release or publicity with reference to this Agreement, without prior, written approval of the other party.

8. PUBLICATION. Subject to the limitations set forth in this Paragraph 8 and elsewhere in the Agreement as well as in the DTRA Requirements, University shall have the right to publish or present the results of the work conducted by University under this Agreement provided that (a) such publications do not contain Confidential Information of Sponsor and (b) the information proposed to be published results from “Fundamental research,” meaning basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted by the U.S. Government for proprietary or national security reasons (referred to herein as “Government-sensitive information”) and provided further that University shall provide Sponsor with a copy of any proposed manuscripts describing said work […***…] prior to submission for publication in order to allow Sponsor and authorized DTRA representatives to review such manuscripts for disclosure of Confidential Information of Sponsor or for potentially patentable Inventions and in order for Sponsor to comply with its obligations under the DTRA Contract. Sponsor and/or authorized DTRA representatives will have the right (a) to propose modifications to the publication for protection of Confidential Information of Sponsor or

 

***Confidential Treatment Requested

4.


Government-sensitive information, and (b) to request a delay in publication in order to protect patentable information. If Sponsor requests such a delay, University will delay submission of the publication for a period of […***…] to enable patent applications protecting Sponsor’s rights in such information to be filed. Upon the expiration of […***…] from delivery of the proposed written publication to Sponsor, University will be free to proceed with the written publication unless Sponsor has requested the delay described above. In no event shall University publish or present any Confidential Information of Sponsor without Sponsor’s prior written consent. If, at any time during the review of University’s proposed publication(s) it is determined that information would be considered sensitive or inappropriate for release to the public, University shall in good faith consider any modifications suggested by Sponsor and the Government.

University and/or its employees, agents, consultants or other representatives (including Principal Investigator) shall where scientifically appropriate give appropriate credit to Sponsor and its employees in any such publication or presentation. University shall also acknowledge the support of the U.S. Government as required under the DTRA Requirements by DFAR Clause 252.235-7010.

9. DISCLOSURE AND PATENT RIGHTS. Subject to any applicable rights the U.S. Government may have under the DTRA Contract, title to inventions, developments or discoveries, including software, arising from the Project (“Inventions”) shall be determined in accordance with inventorship as determined under United States patent Law Title 35, United States Code. University shall promptly disclose to Sponsor in writing each University Invention and Joint Invention in sufficient detail to allow Sponsor to appreciate the significance of such Invention.

(a) Sponsor Inventions. Subject to any applicable rights the U.S. Government may have under the DTRA Contract, all rights to Inventions made solely by Sponsor (“Sponsor Inventions”) shall belong solely to Sponsor.

(b) University Inventions. Subject to any applicable rights the U.S. Government may have under the DTRA Contract, all rights to Inventions made solely by University (“University Inventions”) shall belong solely to University and shall be disposed of in accordance with this Paragraph 9 and University policy. Sponsor shall be entitled to a non-exclusive, non-commercial, non-transferable, royalty-free license to use any such University Inventions for Sponsor’s internal, non-commercial research purposes only.

(c) Joint Inventions. Subject to any applicable rights the U.S. Government may have under the DTRA Contract, all rights to Inventions made jointly by University and Sponsor (“Joint Inventions”) shall be jointly-owned by University and Sponsor.

 

***Confidential Treatment Requested

5.


(d) Option for License. To the extent University has the legal right to do so and subject to any applicable rights of the U.S. Government, University hereby also grants to Sponsor, in accordance with the provisions of the following paragraph, an exclusive, time limited, first right to negotiate a commercial, exclusive (or non-exclusive at Sponsor’s option), worldwide, irrevocable, fully sub-licensable, royalty- bearing license under University’s interest in any Invention, to make, have made, use, sell, offer for sale, have sold and import any such Invention conceived and first actually reduced to practice in the performance of the Project under this Agreement, for the term of any patent thereon. Sponsor shall hold any such disclosure regarding a University Invention on a confidential basis and will not disclose such information to any third party without consent of University. Sponsor shall advise University in writing within […***…] of disclosure, which period may be extended upon mutual consent of both Parties of any such University Invention or Joint Invention to Sponsor (the “Option Period”) whether or not it wishes to secure a commercial license. […***…] Sponsor shall have […***…] from the date of election to conclude a license or option agreement with University, which period may be extended by mutual agreement. Both parties agree to negotiate in good faith during such negotiation period. Such definitive license agreement shall contain reasonable terms and […***…]. University agrees that, during the Option Period for a University Invention or Joint Invention and during any license negotiations with Sponsor arising therefrom, it shall not offer to any third party the opportunity to obtain a license, or enter into any license with any third party, with respect to such University Invention or University’s rights in such Joint Invention (as applicable), unless Sponsor expressly rejects in writing its exclusive negotiation rights set forth herein. If Sponsor elects not to secure such license(s), or such license has not been concluded within the […***…] period described above, University’s rights to the Invention(s) disclosed hereunder shall be disposed of in accordance with University policies, with no further obligation to Sponsor (it being understood that Sponsor shall continue to have its joint ownership interest in any Joint Invention and shall be free to practice any Joint Invention without the consent of, or any obligation to account to, University). Notwithstanding any failure of the parties to agree on license terms, University shall not grant any license with respect to a University Invention or Joint Invention to any third party […***…]

 

***Confidential Treatment Requested

6.


[…***…]. Sponsor may exercise its right to obtain a license with respect to any single University Invention or Joint Invention disclosed to Sponsor pursuant to this Paragraph 9, and any failure by Sponsor to exercise its right to obtain a license with respect to any single University Invention or Joint Invention shall not be deemed a waiver of Sponsor’s right to obtain a license with respect to any other University Invention or Joint Invention disclosed to Sponsor hereunder.

(e) Patent Prosecution. University may, at its discretion, file an application for, and take steps to obtain and maintain the validity of a patent(s) related to a University Invention, in the United States and/or any other country, and/or may take any other action (such as Copyright registration) to obtain other protection for a University Invention in any country. If University declines to apply for and/or to maintain patent and/or any other intellectual property protection in the United States and/or any other country for any University Invention to which Sponsor has an active licensing option or license, University shall provide reasonable prior written notice to Sponsor of such intention to not apply for or to abandon any such patent or intellectual property protection (which notice shall, in any event, be given no later than […***…] prior to the next deadline for any action that may be taken with respect to such patent application with the U.S. Patent & Trademark Office or any foreign patent office) and Sponsor shall have the right, at is expense, to prepare, file, prosecute, and maintain such patent application in University’s name in any country.

10. DECLARATIONS AND CERTIFICATIONS. As required by the DTRA Requirements, University hereby declares and certifies that:

 

  (i) To the best of its knowledge and belief, no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress on its behalf in connection with the awarding of this Agreement;

 

  (ii) As of the signing of this Agreement, University and its employees are not debarred, suspended, or proposed for debarment from the Federal Government and are not ineligible for the award of Defense contracts or subcontracts because of it or their inclusion in the web-based Excluded Parties List System operated by the General Services Administration and University further declares and certifies that it has knowledge of the Excluded Parties List System and has policies and procedures in place for confirming its con tractors against this list;

 

***Confidential Treatment Requested

7.


  (iii) To the best of its knowledge and belief, the cost and pricing data contained in the Budget and submitted to Sponsor is accurate, complete, and current as of the date of this Agreement; and

 

  (iv) To the best of its knowledge and belief, University and its employees have not been convicted of fraud or any other felony arising out of a contract with the Department of Defense.

11. INDEMNIFICATION. Sponsor agrees to defend, indemnify and hold University harmless from and against any and all liability, loss, expense, reasonable attorneys’ fees, or claims for injury or damages arising out of third party claims resulting from the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Sponsor, its officers, agents or employees.

University agrees to defend, indemnify and hold Sponsor harmless from and against any and all liability, loss, expense, reasonable attorneys’ fees, or claims for injury or damages arising out of third party claims resulting from the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of University, its officers, agents, or employees.

Each party’s agreement to indemnify, defend and hold the other party and its respective indemnitees harmless is conditioned upon the indemnified party: (a) providing prompt written notice to the indemnifying party of any claim, demand or action arising out of the indemnified activities; (b) permitting the indemnifying party to assume full responsibility and authority to investigate, prepare for and defend against any such claim or demand; (c) reasonably assisting the indemnifying party, at the indemnifying party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the indemnifying party’s written consent.

12. EQUIPMENT. In the event that University purchases equipment hereunder, title to such equipment shall will remain government property as required under the DTRA Contract by Federal Acquisition Regulation Clause 52.245-1.

13. EXCUSABLE DELAYS. In the event of a delay caused by inclement weather, fire, flood, strike or other labor dispute, act of God, act of governmental officials or agencies, or any other cause beyond the control of a party, such party shall be excused from performance hereunder for the period of time attributable to such

 

***Confidential Treatment Requested

8.


delay, which may extend beyond the time lost due to one or more of the causes mentioned above. In the event of any such delay, this Agreement may be revised by changing the Budget, performance period and other provisions, as appropriate, by mutual agreement of the parties.

14. NOTICE. Whenever any notice is to be given hereunder, it shall be in writing and sent to the following address:

 

University:   Nancy Wilson

(U.S. Mail)

  Office of Contract and Grant Administration
  Scripps Institution of Oceanography
  University of California, San Diego
  9500 Gilman Drive
  La Jolla, California 92093-0210

for courier delivery:

  Nancy Wilson
  Office of Contract and Grant Administration
  Scripps Institution of Oceanography
  116 Scripps Building
  8622 Charles F. Kennel Way (formerly Discovery Way)
  La Jolla, California 92037

Sponsor:

  Trius Therapeutics, Inc.
  c/o Jeff Stein, CEO
  6310 Nancy Ridge Drive, Suite 101
  San Diego, CA 92121

15. TERMINATION. This Agreement maybe terminated by Sponsor at any time upon the giving of thirty (30) days prior written notice to University and by University at any time upon the giving of ninety (90) days prior written notice to Sponsor. Written notice shall be directed to the appropriate individual named in Paragraph 14 (“NOTICE”) of this Agreement. In addition, Sponsor shall have the right to terminate this Agreement immediately upon written notice to University if the DTRA Contract is terminated. Upon the giving of notice of termination by the Sponsor, University shall exert its best efforts to limit or terminate any outstanding commitments. Sponsor shall reimburse University for all documented costs incurred by it for all work performed through the effective termination date, and for all outstanding obligations which cannot be canceled. Such obligations may include […***…]

 

***Confidential Treatment Requested

9.


[…***…]. In addition, University shall also be reimbursed for additional costs which may be incurred as a result of termination, including […***…]. University shall furnish, within […***…] of the effective date of termination, a final statement describing in detail: (i) all costs to be reimbursed pursuant to the terms of this Paragraph 15 and (ii) a final summary of all funds expended. Upon the giving of notice of termination by University, as of the effective termination date Sponsor shall have no additional liability for any costs or obligations. In addition, University shall furnish, within […***…] of the effective date of termination, a final summary of all funds expended and shall reimburse Sponsor for any funds paid by Sponsor to University in excess of total funds expended by University. Termination or expiration of this Agreement shall not affect the rights and obligations of the parties that accrued prior to the effective date of such termination or expiration. The provisions of Paragraphs 5, 6, 7, 8, 9, 11, 14, 15 and 16 shall survive termination or expiration of this Agreement.

16. MISCELLANEOUS. Neither party may assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that Sponsor may assign this Agreement without such consent to an affiliate of Sponsor or in connection with the transfer or sale of all or substantially all of Sponsor’s business to which this Agreement relates to a third party, whether by merger, sale of stock, sale of assets or otherwise. If any provision of this Agreement becomes or is declared illegal, invalid or unenforceable, such provision will be separable from this Agreement and the remaining provisions shall continue in full force and effect. If such separation substantially alters the basis of this Agreement, the parties shall negotiate in good faith to amend the provisions of this Agreement to give effect to the original intent of the parties. University and Sponsor are independent contractors, and neither is an agent, joint venturer or partner of the other. This Agreement and all obligations arising hereunder shall be governed by the laws of the State of California without regard to any choice of law provisions thereof that would cause the application of the laws of a different jurisdiction. This Agreement, together with the Exhibits hereto, represents the entire agreement and understanding between the parties with respect to its subject matter and supersedes any prior and/or contemporaneous discussions, representations or agreements, whether written or oral, of the parties regarding the subject matter hereof. In the event of a conflict between the terms of the Statement of Work and the terms of this Agreement, the provisions of this Agreement shall govern. In the event of a conflict between the terms of this Agreement and the terms of the DTRA Requirements, the provisions of the DTRA Requirements shall govern. Amendments or changes to this Agreement shall be valid and binding only if in writing and signed by duly authorized representatives of the parties. No provision of this Agreement can be waived except by the express written consent of the party waiving compliance. Except as specifically provided for herein, the waiver from time to time by either party of any of its rights or its failure

 

***Confidential Treatment Requested

10.


to exercise any remedy shall not operate or be construed as a continuing waiver of some or of any other or such party’s rights or remedies provided in this Agreement. This Agreement may be executed in two counterparts, which shall together constitute the same legal instrument.

 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

    TRIUS THERAPEUTICS, INC.
By:  

/s/ Nancy A.F. Wilson

    By:  

/s/ Jeff Stein

Name:   Nancy A.F. Wilson     Name:   Jeff Stein
Title:  

Director, Office of Contract

and Grant Administration, SIO

    Title:   CEO
Date:   5/13/10     Date:   5/13/10

The undersigned Principal investigator hereby acknowledges receipt of a complete copy of this Agreement.

 

By:  

/s/ William Fenical

Name:   William Fenical

 

11.


EXHIBIT A

Statement of Work

(See Attached)

Broad Spectrum Antibacterial Therapeutics from Marine Natural Products

TMTI-DRUG-02: Trius Therapeutics

Statement of Work

1.0 – Objective: The goal of this program is to develop a safe, potent antimicrobial agent derived from marine sediment actinomycete fermentations. The agent will have a novel, bacterial-specific mechanism of action for the prophylaxis and treatment of infectious diseases caused by Category A and B bacterial pathogens. We will maximize the opportunity for rapid progress by collecting and fermenting novel actinomycetes from a novel resource, marine sediments. We will minimize the time for discovery of novel mechanism antibacterials using our unique collection of Bacillus anthracis antisense strains hypersensitized to […***…] different bacterial-specific essential targets. We will accelerate development of therapeutics from these discoveries using our structural biology platform to co-crystallize the natural products with the protein targets, thus allowing semi-synthetic modification to optimize the drug properties. […***…] The resulting therapeutics will show no cross-resistance to existing drugs and a broad pathogen spectrum. Thus, we mitigate the defense threat and aid the warfighter by providing a unique, cost-effective solution to counter multiple possible bacterial biowarfare agents with a single therapeutic agent.

2.0 – Scope: This proposal to develop therapeutic countermeasures against Category A and B bacterial pathogens is in support of the Defense Threat Reduction Agency (DTRA) Chemical and Biological Defense Medical S&T Division research and development program. The scope of work for this contract falls into the following 4 stages: […***…] Time frames are shown below with more details of the Base period, Option Periods and Option Tasks outlined in Attachment 1.

In Option Task 1, […***…]

It is anticipated that[…***…]. However, the other studies in Option 3 are budgeted for a single compound. DTRA […***…] and […***…] to be triggered at the discretion of DTRA (see figure below).

 

***Confidential Treatment Requested

12.


[Period of Contract and Budget

[…***…]

3.0 – Background:

Bioweapons derived from bacterial pathogens are a serious and present danger to the warfighter. The nature of these bacterial bioweapons will require therapeutics with novel mechanisms of action because of the likelihood that such bioweapons will be engineered for resistance against known therapeutics. New antibacterial therapeutics to address this danger are not currently in development. The reality of the danger combined with the paucity of new therapeutics creates a strong urgency for a rapid process with a high likelihood of success. Bacteria of the subgroup Actinomycetales have been the most prolific source of new antibiotics, providing more than 80% of the antibiotic drugs in use today. The method of discovering antibacterials from soil-derived actinomycetes is well established and includes fermenting the bacteria to elicit production of secondary metabolites, extraction of the resulting broth and then testing for antibacterial activity. Because of the long effort by countless numbers of researchers examining terrestrial soil, it is increasingly difficult to find novel antibacterials from this source with properties useful in addressing the biowarfare pathogens contemplated here.

While the search for antimicrobials from the soil-based milieu has reached a point of diminishing returns, recent advances in marine microbiology have opened unprecedented opportunities for the discovery of useful new antibiotics from ocean sediment microorganisms. […***…]

 

***Confidential Treatment Requested

13.


[…***…].

The Base period milestone is […***…] The goal of Option Period 1 is […***…] Option 2 (preclinical), where[…***…]. Up to […***…].

4.0 – Tasks/ Technical Requirements:

BASE PERIOD 1 (18 months): […***…]

 

  4.0 The contractor should […***…].

The contractor shall submit the […***…]

Option Task 4.1: […***…]

 

  4.1 The contractor shall […***…].

 

  4.2 The contractor shall […***…].

 

  4.3 The contractor shall […***…]

GOAL: […***…]

BASE PERIOD INTERIM MILESTONE […***…]: The contractor should […***…].

 

***Confidential Treatment Requested

14.


BASE PERIOD INTERIM MILESTONE […***…]: The contractor should […***…]

 

4.4

  The contractor should […***…].
 

4.4.1

   The contractor should […***…]
 

4.4.2

   The contractor should […***…]
 

4.4.3

   The contractor should […***…]
 

4.4.4

   The contractor should […***…]

4.5

 

The contractor should characterize the activity of the isolated components […***…]

4.6.

 

The contractor should […***…]

BASE PERIOD MILESTONE […***…]

 

***Confidential Treatment Requested

15.


[…***…]

OPTION PERIOD 1 […***…]:

[…***…]

 

4.7.

  The contractor […***…]

4.8.

 

The contractor should […***…]

4.9.

 

The contractor should […***…]

 

4.9.1

  The contractor should […***…]
 

4.9.2

  The contractor should […***…]

OPTION 1 INTERIM MILESTONE: The contractor should […***…].

OPTION 1 INTERIM MILESTONE: The contractor should […***…].

OPTION 1 MILESTONE: The contractor should […***…].

OPTION 1 MILESTONE: The contractor should […***…]

OPTION PERIOD 2 […***…]

[…***…]

 

***Confidential Treatment Requested

16.


[…***…]

 

  4.10. The contractor shall […***…]

OPTION PERIOD 2 MILESTONE: The contractor should […***…].

OPTION PERIOD 2 MILESTONE: The contractor should […***…]

OPTION PERIOD […***…]

4.12.

  The contractor shall […***…].

4.13.

  The contractor should […***…]

4.14.

  The contractor shall […***…]

4.15.

  The contractor shall complete […***…]

4.16

  The contractor should […***…].

 

***Confidential Treatment Requested

17.


OPTION PERIOD 3 MILESTONE: […***…]

The contractor […***…]

OPTION PERIOD 3 […***…]

ALL BASE AND OPTION PERIODS

FY1-FY5

Management

 

4.19.

   The contractor shall
   […***…]

4.21.

   The contractor shall […***…]

5.0 – CDRLs/Other deliverables:

 

1.

   The contractor shall […***…].

 

***Confidential Treatment Requested

18.


2.

   The contractor shall […***…].
3.    The contractor shall […***…].
4.    The contractor shall […***…]
       a.    The contractor shall […***…].
       b.    The contractor shall […***…].
5.    The contractor shall […***…].
6.    The contractor shall […***…]
7.    The contractor shall […***…].
8.    The contractor shall […***…].
9.    The contractor shall […***…].
10.    The contractor shall […***…].

Attachment 1: SUMMARY OF TASKS/TECHNICAL REQUIREMENTS

 

***Confidential Treatment Requested

19.


[…***…]

 

***Confidential Treatment Requested

20.


[…***…]

 

***Confidential Treatment Requested

21.


Attachment 2: CONTRACT DATA REQUIREMENTS LIST

 

CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP                 TM                OTHER                        

        

D. SYSTEM/ITEM

Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A001

  

2. TITLE OF DATA ITEM

Work Breakdown Structure

  

3. SUBTITLE

3- Level Work Breakdown Structure

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-81334C

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

         18. ESTIMATED
     TOTAL PRICE

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT SUBMISSION

See Blk 16

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

3-Level WBS with costs & schedule per each level. For lowest task level show breakdown for labor, material and other indirect costs. Blk 10-13: First report due 15 days past award. Format provided to contractor. To be updated annually. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A002

  

2. TITLE OF DATA ITEM

Monthly Invoice Report

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-81334C

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

Monthly

  

12. DATE OF FIRST SUBMISSION

See BLK 16

   14. DISTRIBUTION          18. ESTIMATED
     TOTAL PRICE

8. APP CODE

A

     

11. AS OF DATE

See BLK 16

  

13. DATE OF SUBSEQUENT SUBMISSION

See BLK 16

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

Summary of invoices submitted during previous month or last month for which unreported data is available Format provided to contractor. Blk 11-13 Report after first business day of the month after contract award and every month thereafter.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUNE 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                      Page         of        Pages

 

22.


 

CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for live Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP                 TM                  OTHER                      

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A003

  

2. TITLE OF DATA ITEM

Quarterly Status Report

  

3. SUBTITLE

Quarterly Contract Performance Report

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-ADMN-80447

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

Quarterly

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

           

a. ADDRESSEE

   b. COPIES         

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT
SUBMISSION

See Blk 16

     

Draft

  

Final

        
                          
                  Reg    Repro         

16. REMARKS

 

Blks 11-13: First report due within 15 days after the end of the first Fiscal Quarter post award. Subsequent reports due within 15 days of the end of each FQ. Format provided to the contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A004

  

2. TITLE OF DATA ITEM

Quarterly Financial Status Report

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-FNCL-80331A

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

Quarterly

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13. DATE OF SUBSEQUENT     SUBMISSION

See Blk 16

   a. ADDRESSEE    b. COPIES         
              

Draft

   Final         
                          
                    Reg    Repro         

16. REMARKS

 

Blks 11-13: First report due within 15 days after the end of the first Fiscal Quarter post award. Subsequent reports due within 15 days of the end of each FQ. Format provided to the contractor. Report should include expenditures to each item in the 3-Level WBS. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUNE 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                      Page         of          Pages

 

23.


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP               TM                OTHER                    

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A005

  

2. TITLE OF DATA ITEM

Annual Report

  

3. SUBTITLE

Cumulative Annual Progress Report

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-ADMN-80447

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

            a. ADDRESSEE    b. COPIES           
               Draft    Final         

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT
SUBMISSION

See Blk 16

         Reg    Repro         

16. REMARKS

 

Blks 10-13: First submission within 15 days after the end of the first Fiscal Year following award. Subsequent reports due within 15 days after the end of the Fiscal Year. Format as provided to contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A006

  

2. TITLE OF DATA ITEM

Integrated Master Schedule

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-81650

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12. DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

See Blk 16

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

Blk 10-13: First report due 15 days past award. Format provided to contractor. Subsequent reports due within 15 days of FQ end. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUNE 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                      Page         of        Pages

 

24.


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved      

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP             TM              OTHER                    

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A007

  

2. TITLE OF DATA ITEM

Final Report

  

3. SUBTITLE

Final Project Report

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-ADMN-084478

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

1 Time

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

            a. ADDRESSEE    b. COPIES           
               Draft    Final         

8. APP CODE

A

     

11. AS OF DATE

Project end

  

13.DATE OF SUBSEQUENT
SUBMISSION

NA

         Reg    Repro         

16. REMARKS

 

Blk 12: Submission within 15 days of completion of final task. Contractor format acceptable. Final report must include final summary of cost/financial data and project schedule in addition to performance. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A008

  

2. TITLE OF DATA ITEM

Miscellaneous Data Submissions

  

3. SUBTITLE

Point Paper, Briefings, TPP, PDP, Technical Presentations and Publications

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

NA

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

As Required

  

12. DATE OF FIRST SUBMISSION

As Required

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

8. APP CODE

A

     

11. AS OF DATE

As Required

  

13. DATE OF SUBSEQUENT SUBMISSION

As Required

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

Submission frequencies and dates will be coordinated. Deliverables shall be compatible electronic media. Unless format is provided, contractor format is acceptable. Required submissions include Point Papers, Briefings, TPP, PDP, ACURO Approvals, HROB Approvals, Technical Presentations and Publications. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUN 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                      Page         of        Pages

 

25.


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188). Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP               TM                OTHER                      

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A009

  

2. TITLE OF DATA ITEM

Patents - Reporting of Subject Inventions

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MISC-80711A

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

Annually

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

            a. ADDRESSEE    b. COPIES           
               Draft    Final         

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT
SUBMISSION

See Blk 16

         Reg    Repro         

16. REMARKS

 

Blk 11-13: Provide report(s) every 12 months from the date of the contract as identified in the DFARS 252.227-7039 (Patents-Reporting Subject Inventions (DD Form 882 attached) and FAR 52.227-11.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A010

  

2. TITLE OF DATA ITEM

Regulatory Approval and Technical Data Packages

  

3. SUBTITLE

Submission Report (Regulatory Appr. Docs)

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

NA

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12. DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

See Blk 16

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

Blk 10-13: Contractor will provide the Government copies of all technical data generated by the contractor prior to and during performance of contract necessary to pursue FDA approval of IND, NDA, and notify the Government of FDA decisions. All written communications to and/or from the FDA will be provided to the Government. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUN 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                  Page         of        Pages

 

26.


CONTRACT DATA REQUIREMENTS LIST

(2 Data Items)

  

Form Approved      

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 220 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188), Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP             TM              OTHER                    

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

   E. CONTRACT/PR NO.   

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A011

  

2. TITLE OF DATA ITEM

In Process Review

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-80227 & DI-MGMT-80555A

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

every 6 months

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

            a. ADDRESSEE    b. COPIES           
               Draft    Final         

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT
SUBMISSION

See Blk 16

         Reg    Repro         

16. REMARKS

 

Blk 11 – 13: Contractor present project status formally to the Government every 6 months in accordance with a Government provided agenda. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

1. DATA ITEM NO.

A012

  

2. TITLE OF DATA ITEM

Expenditure Forecast

  

3. SUBTITLE

Project Spend Plan

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-81468

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT
REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12. DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13. DATE OF SUBSEQUENT SUBMISSION

See Blk 16

   a. ADDRESSEE    b. COPIES           
               Draft    Final         
                  Reg    Repro         

16. REMARKS

 

Blks 10-13: Contractor will provide an updated expenditure forecast reflecting actual negotiated costs over the lifetime of the project 15 days past award, and will update the forecast as requested by the Government. Format as provided to contractor. Government review/approval is 15 days after receipt of first submittal. Provide changes to draft within 10 days of such request. Provide final document within 10 days after approval of changes is received.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL    è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUN 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-2, AUG 96    PREVIOUS EDITION MAY BE USED.                      Page         of        Pages

 

27.


CONTRACT DATA REQUIREMENTS LIST

(1 Data Items)

  

From Approved

OMB No. 0704-0188

        

 

The public reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Department of Defense, Executive Services Directorate (0704-0188), Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please do not return your form to the above organization. Send completed form to the Government Issuing Contracting Officer for the Contract/PR No. listed in Block E.

 

        

A. CONTRACT LINE ITEM NO.

NA

  

B. EXHIBIT

A

  

C. CATEGORY:

    TDP                  TM                OTHER                       

        

D. SYSTEM/ITEM

    Chemical/Biological Medical System

  

E. CONTRACT/PR NO.

NA

  

F. CONTRACTOR

Trius Therapeutics

        

1. DATA ITEM NO.

A013

  

2. TITLE OF DATA ITEM

Project Management Plan

  

3. SUBTITLE

NA

         17. PRICE GROUP

4. AUTHORITY (Data Acquisition Document No.)

DI-MGMT-80004A

  

5. CONTRACT REFERENCE

NA

  

6. REQUIRING OFFICE

DTRA/TMTI

          

7. DD 250 REQ

LT

  

9. DIST STATEMENT REQUIRED

 

NA

  

10. FREQUENCY

See Blk 16

  

12.DATE OF FIRST SUBMISSION

See Blk 16

  

14.          DISTRIBUTION

        

18.ESTIMATED

    TOTALPRICE

            a. ADDRESSEE    b. COPIES           
               Draft    Final         

8. APP CODE

A

     

11. AS OF DATE

See Blk 16

  

13.DATE OF SUBSEQUENT
SUBMISSION

See Blk 16

         Reg    Repro         

16. REMARKS

 

Includes organizational chart, initial WBS, initial Integrated Master Plan, Risk Management Plan, Regulatory Affairs Plan. Formats provided to contractor. Due within 15 days past award.

   DTRA/TMTI         1              
   DTRA/BCR         1              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                              
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
   15. TOTAL     è    0    2    0         

G. PREPARED BY

LOGO

  

H. DATE

 

25 JUN 09

   I. APPROVED BY    J. DATE         
DD FORM 1423-1, FEB 2001    PREVIOUS EDITION MAY BE USED.                      Page         of        Pages

 

28.


EXHIBIT B

DTRA Requirements

 

#

   CLAUSES INCORPORATED BY REFERENCE

1

   52.202-1 Definitions JUL 2004

2

   52.203-3 Gratuities APR 1984

3

   52.203-5 Covenant Against Contingent Fees APR 1984

4

   52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006

5

   52.203-7 Anti-Kickback Procedures JUL 1995

6

   52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

7

   52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997

8

   52.203-12 Limitation On Payments To Influence Certain Federal Transactions

9

   52.203-13 Contractor Code of Business Ethics and Conduct DEC 2008

10

   52.203-14 Display of Hotline Poster(s) DEC 2007

11

   52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000

12

  

52.204-7 Central Contractor Registration APR 2008

52.209-6 Protecting the Government’s Interest When Subcontracting With Contractors

13

   Debarred, Suspended, or Proposed for Debarment

14

   52.215-2 Audit and Records–Negotiation MAR 2009, Alternate II

15

   52.215-8 Order of Precedence–Uniform Contract Format OCT 1997

16

   52.215-10 Price Reduction for Defective Cost or Pricing Data OCT 1997

17

   52.215-12 Subcontractor Cost or Pricing Data OCT 1997

18

   52.215-15 Pension Adjustments and Asset Reversions OCT 2004

19

  

52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than

20

   Pensions

21

  

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data-

22

   -Modifications

23

   52.215-23 Limitations on Pass-Through Charges OCT 2009

24

   52.216-7 Allowable Cost And Payment DEC 2002

25

   52.216-8 Fixed Fee MAR 1997

26

   52.219-8 Utilization of Small Business Concerns MAY 2004

27

   52.222-3 Convict Labor JUN 2003

28

   52.222-21 Prohibition Of Segregated Facilities FEB 1999

29

  

52.222-26 Equal Opportunity MAR 2007

52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and

30

   Other Eligible Veterans

31

  

52.222-36 Affirmative Action For Workers With Disabilities JUN 1998

52.222-37 Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and

32

   Other Eligible Veterans

33

   52.222-50 Combating Trafficking in Persons FEB 2009

34

   52.222-54 Employment Eligibility Verification JAN 2009

35

   52.223-6 Drug-Free Workplace MAY 2001

 

29.


36

   2.223-14 Toxic Chemical Release Reporting AUG 2003

37

   52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

38

   52.227-1 Authorization and Consent DEC 2007

39

   52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984

40

   52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement

41

   52.227-11 Patent Rights–Ownership By The Contractor DEC 2007 JDTRA1-10-C-0004

42

   52.227-11 Alt II Patent Rights–Ownership by the Contractor (Dec 2007) -Alternate II

43

   52.228-7 Insurance–Liability To Third Persons MAR 1996

44

   52.229-10 State of New Mexico Gross Receipts and Compensating Tax APR 2003

45

   52.232-9 Limitation On Withholding Of Payments APR 1984

46

   52.232-17 Interest OCT 2008

47

   52.232-23 Assignment Of Claims JAN 1986

48

   52.232-23 Alt I Assignment of Claims (Jan 1986) - Alternate I APR 1984

49

   52.232-25 Prompt Payment OCT 2008

50

   52.232-25 Alt I Prompt Payment (Oct 2008) Alternate I FEB 2002

51

   52.232-33 Payment by Electronic Funds Transfer–Central Contractor Registration

52

   52.233-1 Disputes JUL 2002

53

   52.233-1 Alt I Disputes (Jul 2002) - Alternate I DEC 1991

54

   52.233-3 Protest After Award AUG 1996

55

   52.233-3 Alt I Protest After Award (Aug 1996) - Alternate I JUN 1985

56

   52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

57

   52.242-1 Notice of Intent to Disallow Costs APR 1984

58

   52.242-3 Penalties for Unallowable Costs MAY 2001

59

   52.242-4 Certification of Final Indirect Costs JAN 1997

60

   52.242-13 Bankruptcy JUL 1995

61

   52.243-2 Changes–Cost-Reimbursement AUG 1987

62

   52.243-2 Alt V Changes–Cost-Reimbursement (Aug 1987) - Alternate V APR 1984

63

   52.244-2 Subcontracts JUN 2007

64

   52.244-5 Competition In Subcontracting DEC 1996

65

   52.244-6 Subcontracts for Commercial Items AUG 2009

66

   52.245-1 Government Property JUN 2007

67

   52.245-1 (Dev) Government Property (June 2007) JUN 2007

68

   52.245-9 Use And Charges JUN 2007

69

  

52.246-25 Limitation Of Liability–Services FEB 1997

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions). (Sept. 1996)

70

  

71

   52.249-14 Excusable Delays APR 1984

72

   52.251-1 Government Supply Sources APR 1984

73

   52.253-1 Computer Generated Forms JAN 1991

74

   252.201-7000 Contracting Officer’s Representative DEC 1991

75

   252.203-7000 Requirements Relating to Compensation of Former DoD Officials 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related

76

   Felonies

77

   252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009

78

  

 

30.


79

   52.204-7003 Control Of Government Personnel Work Product APR 1992

80

   252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007

81

   252.204-7009 Requirements Regarding Potential Access to Export-Controlled Items

82

  

252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a

83

   Terrorist Country

84

  

252.211-7003 Item Identification and Valuation AUG 2008

252.211-7007 Reporting of Government-Furnished Equipment in the DoD Item Unique

85

   Identification (IUID) Registry

86

   252.215-7000 Pricing Adjustments DEC 1991

87

  

252.215-7002 Cost Estimating System Requirements DEC 2006

252.222-7999 (Dev) Additional Requirements and Responsibilities Restricting the Use of

88

   Mandatory Arbitration Agreements (Deviation) 252.225-7004 Report of Intended Performance Outside the United States and Canada–

89

   Submission after Award

90

   252.225-7006 Quarterly Reporting of Actual Contract Performance Outside the United States

91

  

252.225-7012 Preference For Certain Domestic Commodities DEC 2008

252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and

92

   Native Hawaiian Small Business Concerns

93

   Economic Enterprises, and Native Hawaiian Small Business

94

   252.227-7013 Rights in Technical Data–Noncommercial Items NOV 1995

95

  

252.227-7016 Rights in Bid or Proposal Information JUN 1995

252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information

96

   Marked with Restrictive Legends

97

   252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

98

   252.227-7030 Technical Data–Withholding Of Payment MAR 2000

99

   252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999

100

   252.227-7039 Patents–Reporting Of Subject Inventions APR 1990

101

   252.231-7000 Supplemental Cost Principles DEC 1991

102

   252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

103

   252.232-7010 Levies on Contract Payments DEC 2006

104

   252.235-7002 Animal Welfare DEC 1991

105

   252.235-7010 Acknowledgment of Support and Disclaimer MAY 1995 (shown below)

106

   252.235-7011 Final Scientific or Technical Report NOV 2004

107

   252.243-7002 Requests for Equitable Adjustment MAR 1998

108

   252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)

109

   252.247-7023 Transportation of Supplies by Sea MAY 2002

110

   252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

111

   252.251-7000 Ordering From Government Supply Sources NOV 2004
   252.235-7010 Acknowledgment of Support and Disclaimer.

As prescribed in 235.071(c), use the following clause:

ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government’s support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the (name of contracting agency(ies)) under Contract No. (Contracting agency(ies) contract number(s)).

 

31.


(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the (name of contracting agency(ies)).

Applicable Clauses Incorporated by Full Text

252.235-9001 PROHIBITION OF USE OF LABORATORY ANIMALS (OCT 2008)(DTRA) No animal studies may be conducted using DOD funds until Animal Care and Use Review Office (ACURO) approval has been granted. Studies involving non human primates, dogs, cats, or marine mammals will require site visit by a DoD laboratory animal veterinarian. The recipient (including subcontractors) is expressly forbidden to use laboratory animals in any manner whatsoever without the express written approval of the US Army Medical Research and Material Command (MRMC), Animal Care and Use Review Office (ACURO). You must complete the ACURO Animal Use Appendix for Research Involving Animals found at the following web site: https://mrmcwww.army.mil/AnimalAppendix.asp. Please submit the completed ACURO appendix, contact information, the DTRA contract number and a copy of the contract for processing to the email address listed at the ACURO website for processing. You will receive written approval to begin research under the applicable protocol proposed for this award from the US Army MRMC ACURO under separate email to the recipient and Principal Investigator. A copy of this approval will be provided to the Defense Threat Reduction Agency (DTRA) for the official file. Noncompliance with any provision of this clause may result in the termination of the award.

252.209-9002 NON-GOVERNMENT SUPPORT PERSONNEL (JAN 2008)

The following companies may have access to contractor information, technical data or computer software that may be marked as proprietary or otherwise marked with restrictive legends: Suntiva LLC (Formerly C-Systems International Corporation )(contract specialist support); Systems Research and Analysis (SRA, managing JPRAS) and The Tauri Group (Advisory and Assistance Services). Each contract contains organizational conflict of interest provisions and/or includes contractual requirements for non-disclosure of proprietary contractor information or data/software marked with restrictive legends. The contractor, by submitting a proposal or entering into this contract, is deemed to have consented to the disclosure of its information to Suntiva LLC, SRA and The Tauri Group under the conditions and limitations described herein.

252.245-9000 Government Property (AUG 2009)

(a) In accordance with FAR 52.245-1(b), Property Management, and FAR 52.245-1(f), Contractor Plans and Systems, the Contractor shall have a system to manage (control, use, preserve, protect, repair and maintain) Government property in its possession.

(b) The Contract Data Requirements Lists (CDRLs) associated with the Property for this Contract are contained in Exhibit “A” and included in Section J of this contract. The spreadsheet required by the CDRL entitled “Master Government Property List (MGPL) will be incorporated in Section J of this contract.

(c) The Contractor shall provide to the Government an updated MGPL according to the CDRL.

(d) The Government Site Visits/Physical Inventory – The DTRA will annually verify the Property in the Possession of the Contractor. The Contactor’s Point of Contact shall coordinate with the Program Manager/Contracting Officer Representative or DTRA Accountable Property Officer (APO) on prearranged site visits upon request.

(e) The Contractor shall annually conduct and provide to the DTRA a physical inventory report of ALL Government Property in its possession according to the Master Government Property List (Physical Inventory) CDRL.

(f) The physical inventory report shall be validated/confirmed via signature by both the Contractor’s Property Administrator and the DTRA’s Government Representative (i.e. COR, APO, etc.).

 

32.


Inventory discrepancies must be reported immediately to the Contracting Officer, COR/Program Manager and resolved by the DTRA APO.

(g) The Contractor shall provide all CDRL reports to the Government electronically in a spreadsheet using Microsoft Office Excel. Unless otherwise specified, the contractor shall submit all data through the IUID Registry.

252.216-9003 CONSULTANTS (OCT 1998)

Services of consultants shall be at rates and for periods approved in advance by the Contracting Officer. Requests for approval shall be submitted to the Contracting Officer sufficiently in advance of the need to use a consultant under this Contract. The request shall include (a) a copy of the proposed consultant agreement, (b) a brief biography of the consultant, and (c) an indication of the area(s) in which consultant’s expertise will be utilized and why it is essential for contract performance. In addition, significant deviations from the dollar amount approved for consultant services, or changes in the consultants to be utilized, must likewise be approved in advance upon submission of adequate justification.

52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed 0.00 or the overtime premium is paid for work – (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature; (2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting; (3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or (4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall –

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule; (3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and (4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel exceptions in paragraph (a)(1) through (a)(4) of the clause.

RIGHTS IN MATERIAL

RIGHTS IN MATERIAL – […***…]

(a) Definitions. As used in this clause:

(1) “Collection” means […***…] this contract.

(2) “Collected exclusively with government funds” means […***…] expense.

(3) “Material” refers to […***…] above.

(4) “Unlimited rights” means rights to […***…] in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

(b) Rights in […***…] rights:

(1) Unlimited rights. The Government shall […***…] rights in […***…] that are –

(i) […***…] which have been or will be […***…];

 

***Confidential Treatment Requested

33.


(ii) […***…] for this contract, when the […***…].

(c) Specifics. The Contractor and the Government agree to the following:

(1) The […***…] shall reside with the subcontractor – […***…].

(2) The unlimited rights conveyed to the U.S. Government, under this contract, does not […***…].

(3) Copies of the collection, as defined under section (a) of this clause, will be made available to U.S. Government agencies, to include Department of Defense, upon request.

(4) The […***…] prior to execution of this contract […***…].

(5) Upon completion of the contract, the collection – as defined under section (a) of this clause – […***…] the U.S. Government.

H.1 PATENT RIGHTS

RETENTION BY THE CONTRACTOR

In accordance with FAR 52.227-11(f), reporting on utilization of subject inventions:

The Contractor agrees to submit, periodic reports annually on the utilization of a subject invention or efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees.

 

***Confidential Treatment Requested

34.


EXHIBIT C

Budget

(See Attached)

 

35.


UCSD PROPOSAL SIGNATURE PAGE

The Regents of the University of California

University of California, San Digo

UCSD#            20092529R2             

 

    Principal Investigator:    Co-Principal Investigator:
Last Name   Fenical     
First Name   William     
Title   Distinguished Professor     
Department/ORU   CMBB     
Mail Code   Mail Code 0204     
Phone #   858-534-2133     
Fax #   858-534-1318     
Email   wfenical@ucsd.edu     
    Agency Information:
Agency Name   DTRA via Trius Therapeutics    if applicable, include the following information:
Contact Name   Mark Stidham    Award #
Contact Phone   858-452-0370 X229    PA/RFA/RFP. etc #         HDTRA1-09-CHEM-BIO-BAA
Street Address   6310 Nancy Ridge Drive, Suite 105    Other required agency information, such as DUNS Number, etc.
City, State, Zip   San Diego                            CA        92121     
Proposal Title   Broad Spectrum Antibacterial Therapeutics from Marine Natural Products
   

Project Begin Date

 

               04/12/10            Project End Date            04/11/15            Total Costs Requested            $4,306,007

 

Principal Investigator     

LOGO

Principal Investigator Signature

    

4/1/10

Date

Co-Principal Investigator     

 

Co-Principal Investigator Signature

    

 

Date

OCGA Official Authorized to Sign on Behalf of The Regents

LOGO

Signature

    

4/1/10

Date

 

Nancy A. F. Wilson, Manager, Office of Contract and Grant Administration

Print or Type Name and Title

 

Please send award documents as indicated below:

 

¨ For General Campus and Health Sciences Proposals    x For Scripps Institution of Oceanography Proposals
     
Mailing Address:   Courier Address:    Mailing Address:    Courier Address:

University of California-San Diego

Office of Contract and Grant Administration

9500 Gilman Drive, Dept 0934

La Jolla, California 92093-0934

Phone # 858-534-3330

Fax # 858-534-0280

 

 

University of California-San Diego

Office of Contract and Grant Administration

10300 N Torrey Pines Road, 2nd Floor

La Jolla, California 92037

Phone # 858-534-3330

Fax # 858-534-0280

  

University of California-San Diego

SIO Contract and Grant Office

9500 Gilman Drive, Dept 0210

La Jolla, California 92093-0210

Phone # 858-534-4570

Fax # 858-534-9642

  

University of California-San Diego

SIO Contract and Grant Office

8622 Discovery Way, Room 116

La Jolla, California 92037

Phone # 858-534-4570

Fax # 858-534-9642

Office of Contract and Grant Administration 9/2006


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

 

***Confidential Treatment Requested


[…***…]

[…***…]

 

***Confidential Treatment Requested


[…***…]

[…***…]

 

***Confidential Treatment Requested


[…***…]

[…***…]

 

***Confidential Treatment Requested


[…***…]

[…***…]

 

***Confidential Treatment Requested

EX-23.1 7 dex231.htm CONSENT OF ERNST & YOUNG LLP Consent of Ernst & Young LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 10, 2010 (except for the paragraph under the caption “Common Stock Split” within Note 1, as to which the date is February 25, 2010) in Amendment No. 5 to the Registration Statement (Form S-1 No. 333-162945) and related Prospectus of Trius Therapeutics, Inc. for the registration of shares of its common stock.

 

/s/ Ernst & Young LLP

San Diego, California

June 14, 2010

GRAPHIC 9 g31989exi_pg001.jpg GRAPHIC begin 644 g31989exi_pg001.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`(P!#`P$1``(1`0,1`?_$`'D```(!!0$````````` M``````D*!P`%!@@+`@$!`````````````````````!````4#`08%`00(!P`` M`````@,$!08!!P@)`!,4%187$1(8&0HE(2,S)R(R4R0T)C9H86*G*#C8&A$! M`````````````````````/_:``P#`0`"$0,1`#\`?R4*"$A!ZI2<6G3)B3%" M@\X82RB2"0",-.-,%6@0%EEAK45:_92E/'8.8!DQ\K3,R,ZG]S[[XRRDYXQ! M97AOMI&,;[B`5F06=VYACZGHXS,;<(P]9`+DW!HB4&A=D/BH0)U99)I2@!52 MA`X;IP?)!TX]1J1)K9L

\=[Y+ZBHRVFO\`\DC*F8B+HH&:5`YHW.KE"I,X M%E$>?EU5B5V-+%YRDA@"S1%@C=;?62U:=%'*F;6!F"&2(;)PR\DW?E6'5ZK? MQ2'11/"I=.^JEJ2U)T6'+4UHVQX:C1C:B8F]O,2;#W`XU.2X!$(PX#&7AU5+ MEZHU[FNXF!\U:,K;12.'DL-XM%[(IZC./.010Z09\BUR97B7=^+NK=(9:OE= MK7>0(WDV.2-0[IVER=4JEK7MR[A2@!E,,9W>]$Q?+5X39-7>0E2*D! M@S@AXPCURM5/1UNE'+"7>'/YI9VT2I=%Y1AW?E-6/G-#+1Q)+5H8),G6-NTN M@!R,]K,"VFIJKV,%#CQA1'[VH]@?OTR/D/:?FIB:@@T;ERJP.0JA,::*P]ZU MK4S/#X)(!+Q@[=3$A1TE/R@F*:U*2D')GLQ.48>-N+*+,$`#L<0G_;D_@\1^ M*#^'_;_K?@_YOU?\=@`-\DG4108"::]T$<9E:R.W_P`FD#I8RQ]&94>C?VXQ M_2DDW(G:!8C5H5S5T1!5J@2=<0.IJ5X6M]:!K05:T#D$#&(P0AC$(8QBJ,8Q MUJ(0Q"K6HA"%6M:B$*M?&M:_;6NP4`8RQA,+$(`P"",`P"J$8!AK001!$&M* MA$&M/&E:?;2NP.>Z7S9<+42TK[[VIS[N-;Z\J:Z=S4^$.DM*,DS"I5D4#+$(%1% MF"#6@J@PEB+D?+=2'%/43B6=$:MUDOV7[[D-AUGP]Y_6[ MM[J#1+`3%JUTRQHB^22`)\O@KLY7[C,-;V%OOW&2V:_!UO41,J$(Z,FR`UL5 M)$I:(L"=/Y@U#2E%J783$)DP5.BKA@:N(JB`-4ANSE:U!,3UBBP;S0DQ-=X3 MLA7*[MB3/B-64LHI;F$@;`6,11O'``D'OLNW;/FGHT77GUSD?GXOE/\N)H,%+- M@N;(RO$E>6B.1UJ<7V0/[F@96)D9T2AR=GEX=512%L:FMN1EG*U[BXK3P$D$ ME`$8::,(0TJ*M*;`R/J\32X6F.XZ9NGY8>Y#G"KEX!6BC&2EUI!"@.;&C)S; MOB^*+C.*\+D#1C=J'VNZME[@L1KRT49R[@$@?(;?Z!N)`T9:-ABE0B:KDREE!*%_D"4:`HRJCQ,".H"_($$61THM2').WT0 MNQ8;#"_=U;83UI?GN'W"AT)6ND-?D,8EKC!7X".1@$%IHY-TJ:%24:(9H%HN M',-"4(D`C*`0'V7-5OLYR_T$9'\P].7;#E_0BCC^M?7=U/RS@=_QG"=,_4^. M\G`1Z/O1IF2*.V=EQZ-[7SJP=U91-'J&3E]W9SB MD>H)<-Z4RV0Q23O2Z@DZM&[#4-2DT\!]%3?0HT*@$%\HL2LCL+;KO%DLH+22 MRS]R64)!QS')DA54SDA5)DZM*[1Q_;CUT>E#,H(5`\JMN5*4]!UJ6(=#`#`$ M#&_&2P)1YQZH5LW&8HE"FTV+*,&2,[`%&>'J&/+83:^)*5H`#2H^;W`5H MUIP#OXIM:UA0/`8J#"!9->OXTN;@[QW@:KHQ9L0%%)DB=E0)'5(G)+)"@4!`)1L`Y],E\9\Q-*K4:T MAYJ,M!?"!KS]0'#>.N30X*Y>]7.LW'BT]\+<1-L.5`6*Y:ZVYC0R$K2E3U5% MIG%X5T)-W9XBP@G07-JE<]6U>!7P1Z+15S2HG.,<)2WI:FN$GLBSU(5]'&@> MU=%);B(LDD(321*A%5-#NJ#$$(YT>;<7"N["-6JVUJ8++[F7$EVEW,6V*P2` MQMWE\QDK@'+C$)8-"PQI@1KWAW6`2)C#:E)R3!T++$+P\`UKL##/Q*=1N;8Z M7QGFD3E*W22W]9H^R*86(8[AM3G%I+!;RMB0*BX-HW-A>V=(ZM@)LQ-9KHE* M5FIPI71L.)+),.:_>-@3HR3[??^A3&CF'H*[C=TE_3OHC]3 MON7\J[12;F/JXZ9_VK=E]]N>L>J?K/1/$<%]UQ6P"^^/KT#[]F6'2?HFX;T, MW=\?;\]2WHBZM[B61Y]P_>GZKT1N=_QGA_)'&\/R?[W@]@V^T!NU_OB9==&^ MVIU-Z.+D]4>VMZPNTW,/499+FFY[\?E)O-YPW%='_2_/N.7_`*''[!L?KH]! M>X+CEU1[?O4.]L1TIVY]2GO?<9WMB6[])G9_\L.L.:<+T5UI^X^/-=Y]/YCL 9#/W\_P#]QO\`QR_MF_K_`/[&_P"F>P?_V3\_ ` end GRAPHIC 10 g31989g01b13.jpg GRAPHIC begin 644 g31989g01b13.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0JH4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````Z@```F(````&`&<`,``Q M`&(`,0`S`````0`````````````````````````!``````````````)B```` MZ@`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"`L````!````<````"L` M``%0```X<```!^\`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``K`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#TEK;6UL]6V_U"T%X:UI`,>[Z%>WZ2;='-N3_F?^HE7ZY9@U>@_-DM M+ME0;7;8=QAWN^S$-K9[&^^[]&K-KJV[]9]5]__!J&/B=1 MJLFWJ>3=7J#6ZA@[;&_I&U^K[?Z_TUJ;@[?[G_\(DI?[/U`LJCJ.0+*]P=8*!+@7,VM?66>C[&L>W=Z M7J?\)_I;>,ZVK']*^V[(METWFK8Z'$E@#*V-K_1M]B*QN7MT?7R?S'>)_P"$ M0>H,<<.T9FVS'C](UE5CW$3^:RE_JN]W[B2EYCFW(_S/_42>?^$R/\S_`-1( M.`QHQ`,(L;1OT#F6`SN]SHMLW^[Z:N;& M[#VC=>9[Q;9$_P">CYV%5E,:;'7,]*7#T+'UNU&W_`N8YRR<:W'Q\HW-_:=A MNV,VWFUU59L%-G\R]WL?^EK;^D_FG^M77_A4E,[GX>Q\7$^T_P"$?X?UEH[\ M#_3G_MY__DU7R'.V/U/T7=_):B2G,S"?3:<&UA<7>\W7VAH;#OH^FX[G;]BG M6_$VL]6[;9M]X;<\@.]NX-._Z*67@4,%N6XY5CM7&NFVP.,@-BNNM[/H[?YM M6,,;<;':'6.`J:-U\^J8#/=?N#7>M_I/Y:2D8=@$P+W$_P#'/_\`)JLQUPRW M>J^H8WW-5!N-5C]1QZV'- M)ASMV][\< M2T/O`]@LOM#)_EN8YSFJ[7]'YG\I5?*Z;1E6MN>^YCFMV@5VV,;$S]"M[6;_ M`/A/I_YE:2D%3ZO2'VJUK+=WT:[['-B?;[G.;_U*-NP/].[_`+>?_P"30^FD M'&>Y@RFAUT[BWZ+5>L8+&.89`<""1H=4E.7D.N&0S[,^IV- M`]4V9%K;)GWBMH.S^;_>6CCFDL/HO+VSJ2XOU_K/+EFY&-C8;ZQ&?=N>'`UV M76M!;HUMC?4CO_`$N])3K9/T;.VCM/D5JK'R/5VOG=]%W^C\/) M:7Z7_A/_``-)2^2VUU#FTVBBPZ-M+0X`S^X2W+ZGH41,>F(]/9LX;_-;O=Z?[J2F MZJM@O^WU.;E-93M(=BE@+GF'^]MN[>W_`#/\$B?I?^$_\#6==/[:HGT=_IZ; MX^TQ%_\`,Q^AV?\`3_I*2G4K^C\W?E*FJ[/5V_X3D\>GXE2_2_\`"?\`@:2D M.(+QC!N1DLS+&O`-K&!@Y;[7,8ZQNY7%D]'G]G5>GZ>V1_18]'D?S?K^]:'Z M7_A/_`TE(_^0KBP>O3ZF-O^R?3&W[=$S/\` M@/2_/_XQ;=>Z/=NF?SHG_H)*?__9`#A"24T$(0``````50````$!````#P!! M`&0`;P!B`&4`(`!0`&@`;P!T`&\`KRQWE`[#4SV[PNQ9#2.QC"YM)\FLH;&) MZ(,`0J:I++42=5#XRX(5`^24%."],-.<$99M@#`,(5876;-]PB",(1@$$8!A ML((@WL((@BMPA$$5N&UPWM?AM>U$?J@4"@4&M>QVXFL.HS.TOFR.;(-B5)(! MJ@1]+)7$P;X_]P\CW>-BC+6G<9&\DH.Z"['F)DII9%S06'<-QAX2Q$STAF^$ M,]X:V3@"#*6",C1C*,`<5:MO32:*+[+40')!U^.7?V*+$3/2%TXDS)BG/4&:FF.L#0F,6NSX^N*-H9VM&5PY8;D3<]I@Q"9\@:I''U*YR;$3]7T9DA7B(W;?"[;D5#*7"$K8T^2DJ/ MG)):U.1[.NCZA>^$M[22YE.R8:8)8E%KFGVL`'&$(-KJKK-F]]$*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*#_T.J_7"+[0;`X9A^7ENW\LBZF M8#DIAK$BQG`EZ1!=EES]'`A(5"*0W&`\#/8WB\D"Q?'XEN&P;7OTRUQF8U<\ M8F8B=EX='/9;UWIOZ*(#[_4VQ]/+6L^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<] MEO7>F_HH@/O]-L?3R:S[2='/9;UWIOZ*(#[_`$VQ]/)K/M)T<]EO7>F_HH@/ MO]-L?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M) MT<]EO7>F_HH@/O\`3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]EO7>F_H MH@/O]-L?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_P!-L?3R M:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]EO7> MF_HH@/O]-L?3R:S[2='/9;UWIOZ*(#[_`$VQ]/)K/M)T<]EO7>F_HH@/O]-L M?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]E MO7>F_HH@/O\`3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M*[<.XYR7`/*+SB9 MO>\R>%O!'@?PS$V"+^3G<'A3PAW-X#&/N[PQW:1Q^5X.2[E#Q?SQ5F9B>D46 M(F.LU7944H-2M]Y)D"'Z0[H@N:N-=W;'EN@#\J(=V4)9 MA9@WMH"4)2C"'CC$J*+L$LR][%B+'6'/#CASP3J9U'NNVR6(=(,`[BLJMI9I M'M$[SEP@#<\1^3.#NJ3R>4/C^_1UYD\D?(GE82)B1MZ0D]:V)PD"+XI";E;3 MLWS.4Q6B\X-DO M!V?378;(&,\3:NI(5!W:`+8EB4^)]UMN4SGU$>^/LHG+=*@D!,/O M3),3%)2TBL11O)IMO'GC8';G99'*Y2I9,>%=7OJEL;"<77;VA.W8XF^7<,0Z M>2LQ"J/0CD!_<[L_F`$![X,G635L.,3H5T:3-S8M21N&%M1)R/N41(#>Z!6- M-!;C+-3$1MQT>K?5+[`["2_(N^NIFPF5%&P#MI;FV.0F(YW71UICKO-(O,4L MML2Q/Y+%:S>ID,34PD8EEQW/5E&N/)&GFA`5<*&<=03&.<__`*@3 M=9'L.TL<^><)ZXX,(UAA606IO>V)MB$@A,(=+,KT`]"K6L\QE2LGN@!) MER1/"OV0BMPV=UYTBC9';O+CSKAM'U6>%=:G>+8LP[FC9',\2RY`\<1R$-<5 MDHD:5D>G1K7(V]F$4T.UYB]+E"X2.Z56KT;]>#$S+#U/FR39?FJ!JR:G;.[(\J"Z>4Z0P91WA+NP M1/#?D;E"MPTNL1'^>'V[F9;WGT'P3KY"6W;;.^QF:]\\Q0&.*,BM^),?/LQQ M%&D#"V*IG%M>,965,<50R-GE2) M["]GN+>:)4<FQ-E1ZA`5L?5%1N1*FN2%+V\Z[@)P; MPIC3K)!B2%3M)%-L:-_]V,\[G:E1/0_3_'VPNPN7I/M*XSB;2W,6,L/XKE6R M2/'4(B4#5M^)\+P@*B%PA6:59"X\BVU9B_&^5\1OV+1-CI(G M6'FA=FUI"V)"0DFD$&F\H,E1Q^3I=KC_`#$PV,(ZVC..`93@C:/9%[4]&O<_ MJ])#E.!8[5MC0UQB$[>88AZ5X>HK$W0EH#)BHSF,EN3B:DSBO4B,7R@@)9UP M$6I5-8FL1UJ]E^K'4[$O6D>#)UM3.W2?YKRG&[Y4D3@ZMS&TC9&6?*#)!"(L MG;6!M:TJ(+)"53>%0487=0!<,^Q@N&W%#89RI6:='/EB;%NLLLZLOKO9IL%# MX$K/BN]>]YT*G3ZPL)TSCL[0PS'"G%R6%21<44ZH7M7D%/QY\S!EMW MD+DR1F"C/<986:IM$6B(/34<,:<99JD=C;JC#C%2<:,32*S3NK(>[G6?9OU( MP_D]+-,T.>(M?MA]CL,;G9MU`A&.5NL>989HH]IBFD462M,A<` MN(VNR5N&)O--7F%"$F,LY*8UEF.;NL>S_F+(6H&N&K^=]M#_``=,VYI;WQ:S=RNJ%:KY%K=!!0JO"*%,:D%Q[_D`/N,/Y0;58I$\ MPD\QU:N='/9;UWIOZ*(#[_6ML?3RFL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<] MEO7>F_HH@/O]-L?3R:S[2='/9;UWIOZ*(#[_`$VQ]/)K/M)T<]EO7>F_HH@/ MO]-L?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M) MT<]EO7>F_HH@/O\`3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]EO7>F_H MH@/O]-L?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_P!-L?3R M:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]EO7> MF_HH@/O]-L?3R:S[2='/9;UWIOZ*(#[_`$VQ]/)K/M)T<]EO7>F_HH@/O]-L M?3R:S[2='/9;UWIOZ*(#[_3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]E MO7>F_HH@/O\`3;'T\FL^TG1SV6]=Z;^BB`^_TVQ]/)K/M)T<]EO7>F_HH@/O M]-L?3R:S[2\0/_[!-O>>%=_S'N#_`++P?_S?_6/^S/\`S[^?_P#.?PUUTQLY M;Y7?_]'L?ZNG]S?#O_>#_P"*?ZEG#\PW9K#10*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*!0?R/()4DG)E))2A.H*,(/(/+`:2>2:"Y9I)Q1EA`,*,`*]A M!O:]KVOP7H/&N0]0EU<$@D5&,VP.$5^&]ZJ5FE&JV M5NIDT.S'E&:Y0ED$G*,>498W3K+./(GE6=Q+$V4Y@VKC',N13B`L3PC:G%S4 MN)HU!YA-T_**###K_P`J::,'KVY"Y1Y`D)"F`26$CC)0%E#N,!">Q2A&4QPT`S7U M+[&YYMZM+%&*&B>L^F.L$>VM1Y!E+)F(<6RM$7+*P'F>1`QCD:5N&-]?X>='6I^?U-R10+C'<59F9GJJ?;?JT-3 M]TYC#MLD=F9\1IA"`(P`[E*"AC*/+-*&(N]2)F.CX]4],,0Z>-TX18N=D4@'FO$<`D&-8.DQ>2AD(70IP8`E7(7+1V ME"OB'"':X.$/L?DT*\4:CR[J:='I>NR2M'&"'<\"XI*/N-3P)Q")L-`WB2RB[2D8+U/6D<`A.QN/6 MZ*Y"?(MMC&8HP9W1S'*LUEBN;ND,?IY*['N?A`LZUK+3 M!#`6$(A`$H;3PBSNIFTA<,),&"WUCRG)&6&9*697Q].7S+\U5Y8QS+5T9AT0 M46@^02EZ=W8X\)A@;479J#QVZQJ0H^Q/+E$F%J&T]6>I^JWUF38`<==BWO8& M\8=LO)L[N,S'L-E065%.4438E9$6]LE$R>\B3-^E4F>IE,IM.9"!&0[2B4R9_5 M*U[BYJ4K2\C31IS&J79FR(X9 M+RS&&K-\_CT%R"^N#E9U[DD<48G1O;S6M"I$=9,$GD5!(5!EK'5\+>]?<8XWCRG%U.A+:X-+.XDC5KA@[E6A5)1I^`DPL9?"&\HUM+8O M:'JU=5]M)9",A9"C\RB.2,>193!(MD/#F0)/BB7(H$KLLL="3UT36HTRZ,A\ M(J+%)S21W(`H.`4(!9QP#+1(RF&`R[JCM-Y'B7$.%(\T93Q-`\)MCP[ MF3($"7+F_)MV\S(!2L,)%^2J47:7SY`ZGS M16=Q#!431X[E.-3M;8ZJB.'YGB3)$T@.0HU&W!S7OKHU*)BUNXG5^`Y2%V6. M)AR\2E2%&0_PT8VFS"5OLVD: MI9(W]TE+ZX.DBD:UMY_ MJ6 M..<"$_.MB[_I2;%8N>..<"$_.MB[_I2;%8 MN>..<"$_.MB[_I2;%8N>..<"$_.MB[_I2;%8N>..<" M$_.MB[_I2;%8N>..<"$_.MB[_I2;%8N>..<"$_.MB[_I2;%8N>..<"$_.MB[_I2;%8N>..<"$_.M MB[_I2;%8N>2(*$,7%#?B@#>]_8M>E)LM8NR MFH%`H.)RO6\S_]/OD96-EC;8F98ZSM;`SHN6[C:65O2-;8D[H4&JU',T?%!;C&#$*_#>][TZB4H-=I%J5K?+7UVD\DQ!$7A_?EZET>'16G5" M5.#@L,$A3JIS'PGX*L[]IOE=-< M;/G-TKU6"*UK80A-K<6W_15GW[_TVF^5S7&SYAZ7:L6O[&$85V/^JK/X?Z93 M?*Y..-D2;IKJ\'AX,*PRWY5[?\U5]CAO_3*WME3JFN-.B+/T[UC#P\7#$-MV M>PF5_P`/]+K.V5TC&+(D_4+6@-[\7#[7OP8HBMO8_P"KJ?\`D_TK^&K6>.6:19%&ZOX`"+@MBN+VMP6_ MZ.I[YI6;K2+(XS67`EN'@Q=&+<'!_P"@4?P?TFE9NE(L^,6M.![<;@QA&?8X M?_0*.^:M9NM(LAWC7#!I#6O.)QI&RS2V]8:6,)"CA"8608(`K?\`VCLA%:UZ ME9N4BRS]-]6->9[K1BJ73#$\5D$E>FEV/=7A>G4C6+C2),]HRC#Q`5%@N(M, MG`"W!:WL!M6<\LHRF(EK'&)QCALST*=5.8^$_!5G?M9WRNNN-CH4ZJ>&?]"G53F/A/P59W[4WRN:XV.A3JIS'PGX*L[]IOE< MUQL="G53F/A/P59W[3?*YKC8Z%.JG,?"?@JSOVF^5S7&QT*=5.8^$_!5G?M- M\KFN-CH4ZJ-.]:B,DP5J3X/ M@O@9PC,_5NG&:9J:;W:VJX0!IY-D#R;@IXQ;F`2P[V+H;A"6LXUWRI M/*:XUCAG_0IU4YCX3\%6=^U-\KKKC8Z%.JG,?"?@JSOVF^5S7&QT*=5.8^$_ M!5G?M-\KFN-CH4ZJ.XYM.>_QS(>4G'( MD&97P)$)0HYJ6?+5)$A7"37*3)[F@&K3$VL,8K7$6(BD3,2Z$6`#\5'V(N5' MMBF3ELK6"1J64I02SJ'X"(D+P>TDJ[W5%-AKA8P1`3?Y0)5PV%[/#58GN_!_ MNOT[_CO6^S/9#J.S?M_YU9LF/5"*>S?]'VKUJ5GHQU3]W\-_QVIWA,D"?V!= MOVZL=3)`&]F_X/XM6S*&._/[5J"*-]UVO:H(\?NNW5D03[^IW/\`9B_^KFU! M<.A/[HV%OV(]_P"+Y%6<_P!2WC^8;>UAHH%`H%`H%!3^PN5!8+P%G'-P&0V2 MCPYA_)>5`QP@ZZ-M^<9X#)SH M@PFOQS'79^>5<,9C,#-2"7R`H]2X6&;+F@I&?R0500$F(AZM562@J[&99P%. M3.63ED6,RC(#";ED3`CER;M3!8*@R\M5*2CS!B#>US&FQ3/>UK6)!8RQU[V> MW])'=:-12@4"@4"@4"@Y_L*=97LW*'34[.<_7ZZ*-?-R]N<@:IQO!<19Y,1F M_#YS2[3V/0:6O<]535R:9BM\)0$(Y$D\GVTI(2\HAE#!=2$LB-S$[3!JAKGCKSI(F"![2+I[+QHG,]EEN;\&84-R(@U]QR[MX[$+99'G5W8 MPR<98%0D8GE*C``)_*\55->*RAM+M^-BMG,P(,&HCH!-`1,Z!Y6RUF]@Q?+8 M1$FC#\CP]'75;C9NBTAESJIMDYRV`='.-('"RTU,4VQA\N]K!LSE%&@ MX;]VW&.Y-[6>D)WE:-12@4"@4"@4"@Y^]BNLHVEQS(-Z86=;A`()L MJW&,<7EM;N?UD"7!.=-:-;,/,2+(N2,K9[UJB^9'6Y2A=&,%X=S1ER+P=*Z2 ME0C5)`I9_D=(YJ28RW#,Y4))1SD<4).226J)$5B9:P0_K(=I9GGASUO967'[ MAEW*C]D&-P2)WQ9.&@.K:W'6P,H@\A49J>UTT4MN2$B/7R/F3(M0B\"@7NET M"5,6)(\HC0EI'7L]]`VN$(0W$(=PAM:XQ<6PAWM;@N(5@!`"PA=F_!:UOO6M M58?J@JY_+.OEW&Q@4Y8R`0_*`35(B)@,T@PQ=CFY)9:AM5%P@@!]@#N(+L28 MN,XEO!X@`"NL.]I3O"T:BE`H%`H%`H%!X_[9;8[4(=K9WK=K=*M>\5),+Z;* M]M)A*L_Q*22X>0#CI?(HTV1*-HV+(,$*CD-:RXR.[P_C$L,2J%8"PD<`+7-C M41%*RU_=.NGC4M>=%(+%II@/`[WL'AR";(;"9$V!D($\!Q-`G!1=K7XQA:,^ M5PHZ69*FTR;%K>@,.7DA:VG,+,L-.JNO5GFP7649DP;M@_8W)9(K,8T MIR.BQ-BW!31CF<&9-R2DF&KC?D[%>:FG+R>0J8->*SK9UW3XT[GLV<@B!RZH MT[E4I_$)$5A[)8Z33M'`H:ER@ZL#YD@F,LH)X[1-K5,D67R_P>1>0GQIH7+G M1>W,`G6YMD9)ZE0>!/8%C#!CXPKUEF5`H%`H%`H/_]7OXH%`H.?W$&M?6E:$ M&YRP5J#"]5\R8"R%F"6Y7PC.\P3J70UZPT5D9Q*6/D3G$18FQ0KF#='#2;=S MC;U`3#K\93<5[G^#TLY;F<9I,U8+*-2M\L:;O;:;#8[TPTQV*9LZSC$^*8^Q*9.A1MDD4,K6?(6UN4B6M[>^&HB3'9"@6#L$:M&D7B,+*-O:US`!L* M_9JL3W?@_P!U^G?\=ZWV9[(=1V;]O_.K-DQZH13V;_H^U>M2L]&.J?N_AO\` MCM3O"9($_L"[?MU8ZF2`-[-_P?Q:MF4,=^?VK4$4;[KM>U01X_==NK(@GW]3 MN?[,7_U2.X!@':X1!O>U[7M>@YZHWU M-1X9'OEE.)0;"FKLMS#@?+&L>JN/L1J'%1%X/&):A<43EEO(LC1M#6MM,LGK M0DEV3-B7D8W'SAI@@4G"$`$HWMT3FM&GNY>*,M.FP,>UFUBULD>-]&@ZP0O% M^,,G&2&.;`Y52O;"LB&3]K6L2"QECKWL]OZ2.ZT:BE`H%` MH%`H%!XG.O530Z?]8_?:5QQ'B+">*L7-SS(HUGI"= MY6C44H%`H%`H%`H/%[?KJNHKN[LIA5Z7X5P8P8]0N\=F^QVP"DL1V>8R^.)QD"[EF4"B:2Y<2"6*XFBZ M(<:XI;\YR+$Y&/\`"Q>/ M)*RXMGYDQBJ(0ETH>\VKPS9^1EB":0F)8R"[*5;`3<8B8Z/9^#-;ZQPJ'LDI M=_*"3,\6C[7(G[C&C\-OK>TI$CN[\8\(#A>$G`DP[A':PK\?V;6O599305<_ MEG7R[C8P*TIWA:-12@4"@4"@4"@\HNM0T15;P0*$PB%X=P(\Y`>'GR0=MBZ^4/N/6=$T*'*:R9P++,3-C<J6"<&9RQOFW1*#Z6I$6:IR3#G_!"['+2\Q%CG:9:?`)>.:1AXC[ MRE7N:%*-$Y*G=I`/EB[>ZP,K]7_L-,,8:\8Q4+V^70G2#%6J,*QG M$&[(CUCQ9L)+(H;"H]LU,'R5LPR7/'XWC!S`X0V,A,,$:,,D?NZAED+"#`"L M<_R]+].<<9&Q)K?C?'^5UO=3C(]3B3/\`#8/Y8OG]J2CS M?0MT;V+N\W_G7@[E`\`!!JLSU;-40H%`H%`H/__6[^*!0:ORC<_6.%R)ZB:)M MC'=!=/;4;GI9/$DO^CM73*R;8W?.;OGJ0(5KVS0R7MQ;6_4DO^_?_9ZIIE8W MQN^8>^&I5[^QF9E['^A)=_#_`+/5=,K&V-.J)-WHU0%P\&8V6_"+A_4LM['L M_P"S]:URIT9VQI2J,.WAU5%P\7,#-?L_W-*_X?OL%9TRXX(RBO5%'[LZMBO? MBY=9[^Q_H>5?>O\`ZAK4XY66+E5IOV?[IDW\/WV.FLUK0G*+H#^ MZY%_!_J>I2;%8N^(6UNOM^-P9*;/9X>#^S)#\3U=9L5BZ)=]I,!J&Q>03D9M M,--0+"BP6;9!:XC#"#`@#:XFBUN$0A6M]ZI2;%8NLS3_`'`UNQSK=BV%37*3 M4PRAA:G5.[-*AJDJ@Y$VH MW/2R>))?]'::96-L;G3VU&YZ63Q)+_H[33*QMCVHW/2R>))?]'::96-L; MG3VU&YZ63Q)+_H[33*QMCVHW/2R>))?\`1VFF5C;&YT]M1N>ED\22_P"C MM-,K&V-SI[:C<]+)XDE_T=IIE8VQN=/;4;GI9/$DO^CM-,K&V-SI[:C<]+)X MDE_T=IIE8VQN=/;4;GI9/$DO^CM-,K&V-SI[:C<]+)XDE_T=IIE8VQNK^![N MZL-!\\&XY@BZ8+OD!Y>6ZZ-KRB?=2VJF]F)(4K+/Z!Q+(6F&I3+"+;[)FZP0 MAN62$=S!"3AEQP1ECSRL#I[:C<]+)XDE_P!'::96-L;G3VU&YZ63Q)+_`*.T MTRL;8W.GMJ-STLGB27_1VFF5C;&YT]M1N>ED\22_Z.TTRL;8W.GMJ-STLGB2 M7_1VFF5C;&YT]M1N>ED\22_Z.TTRL;8W.GMJ-STLGB27_1VFF5C;&YT]M1N> MED\22_Z.TTRL;8W.GMJ-STLGB27_`$=IIE8VQN=/;4;GI9/$DO\`H[33*QMC MVHW/2R>))?]'::96-L;G3VU&YZ63Q)+_H[33*QMCVHW/2R>))?]':: M96-L;J_8-W=6$>0,@O*G,$7+;7E%"RFQ22UY1&M4F-:)W*7A6D."!3'B`$&* M06*NW)DPQV$+NFYHK%W"TRI'!MC6>5@=/;4;GI9/$DO^CM-,K&V-SI[:C<]+ M)XDE_P!'::96-L;G3VU&YZ63Q)+_`*.TTRL;8W.GMJ-STLGB27_1VFF5C;&Y MT]M1N>ED\22_Z.TTRL;8W.GMJ-STLGB27_1VFF5C;&YT]M1N>ED\22_Z.TTR ML;8W.GMJ-STLGB27_1VFF5C;&YT]M1N>ED\22_Z.TTRL;8W.GMJ-STLGB27_ M`$=IIE8VQN=/;4;GI9/$DO\`H[33*QMCVHW/2R>))?]'::96-L;G3VU&Y MZ63Q)+_H[33*QMC=7[QN[JPIR3!7PC,$7&U-,9GZ!Q5&M>40+TZMX5P@QM*2 M)T2`B,')U(&I1$VQK'*P.GMJ-STLGB27_1VF MF5EVQN=/;4;GI9/$DO\`H[33*QMCVHW/2R>))?]'::96-L;G3VU&YZ63Q M)+_H[33*QMCVHW/2R>))?]'::96-L;G3VU&YZ63Q)+_H[33*QMCVHW M/2R>))?]'::96-L;G3VU&YZ63Q)+_H[33*QMCVHW/2R>))?\`1VFF5C;& MYT]M1N>ED\22_P"CM-,K&V-SI[:C<]+)XDE_T=IIE8VQN=/;4;GI9/$DO^CM M-,K&V-SI[:C<]+)XDE_T=IIE8VQNR^!;<:Z9/EC5!H)D]KD4K?.[O!3.F:Y& MF.6>#6U8[KN(&P+VMPBO:UY..4168X6,HGB);'5E2@ M4"@__]?OXH%!$',#"H-,//9&@\XT5QFG'-J,PTP8K\(AF&#)$,8A7[-[WO>] M*S41]A_T(T?=_NU']^W M\S5[PF2"/86+@%_8K3V;_P!W(_X?YFD=3)`FL3)PW_L9J['^CTG_`"?YFK9E M#',;)Q[_`-CM?8M_=Z3WFJ(LUD9ORO[(;/N?]`2?P?S5!\`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`9`(?E`)JD3%(1FD&&+LTE.8X6CY,QOY/LGBI!WO4*18\F M8W\GV3Q4@[WH4BQY,QOY/LGBI!WO0I%CR9C?R?9/%2#O>A2+'DS&_D^R>*D' M>]"D6/)F-_)]D\5(.]Z%(L>3,;^3[)XJ0=[T*18\F8W\GV3Q4@[WH4BQY,QO MY/LGBI!WO0I%CR9C?R?9/%2#O>A2+'DS&_D^R>*D'>]"D6/)F-_)]D\5(.]Z M%(L>3,;^3[)XJ0=[T*19_=,QLB,X"E(SM:507QN3/3-Z0@XOC@$6/B&E$A&' MC`%<-^"_LVO>U%HE*!0*!0?_T._B@4"@Y*9]UU4WADAZZJ#K)BX#D./'95&= M)>YBB;'HGAODJ/5V3G0<84@DKT",3M:URDH`+*.7,$M,%<0;\%2O5TC'\JSV M!ZPW,\^2=50\`VCV.PY",Z:;/,ES:]ZW0HC(DZD67()=1%Y`[IX9=O5FK@J) MW'U9:D0?82IAC%>]^)PW6(B/]<.E[2J,R./:X8Z723-V5]@#IVRM^2VF?YLC MZ&*Y(M')\U-TC8H](HX@(3`95C"@6A*,2F@L>0;<99GY0;U8<\N_#9,_W7Z= M_P`=ZWV9[(=1V;]O_.K-DQZH13V;_H^U>M2L]&.J?N_AO^.U.\)D@3^P+M^W M5CJ9(`WLW_!_%JV90QWY_:M011ONNU[5!'C]UVZLB"??U.Y_LQ?_`%K M7:>P#!$%VBS_`+*/^V^J9V470M^#C@6183/<8Y5PHZ9S=M?G"S!&VJ(IY3@F M9R=)'60X*H*![+0F`-$(`>`<3S3NV=ZM[.>6,]Y:EK3E+++LTQ[7A\V`@&+L M3S*?1Z^;\MM[AF9^"SS[-$:87D]3(R<"8J1,4.`J$%40.8'R#NXTUQ;RC0(3 M*(A[<562@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\M5*2CS!B#>US& MFQ3/>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@Y2<"[]9$3YMU.>)+N+D29;0Y MYWAGVO&T6ATK;V%N@^&,8'R/),>CZ^*P3R42RF`J\?`98VI(99LAASK#;:Q83VHSSEN6SG6;9_(\OC^U9,%18V-R81& M6-XUY#K:N!"(`W]$6`LQ%*NA^JP4%71@LX.4,IF#3EEDF-^/;$J`D3`!BB MX&]]L:$P]W5&P\^Q-[VL&S.44:#AOW;<8[DWM9Z0G>5HU%*!0*!0*!0*#E'W MCWTR=A/+&^DZE6XTYPCFO6/*6%V_473TA-'T>-,YXER(0KB%?V;WO>JP_=!5S^6=?+N-C`IRQD`A^4`F MJ1$3`9I!AB['-R2RU#:J+A!`#[`'<078DQ<9Q+>#Q``%=8=[2G>%HU%*!0*! M0*!0*#GMZR?9%^@VWKUC?*NYV2M',(1/2YSS'A)_QW=@:`YIV%!,9,UN#.^/ MSU%I,"6IXBU-+=8,,*LG5N'=?+!&$)P>-&XCCI6:M=%/6]9(R(Z:3L4P=,VX MPQ[&=5,7;B[P9,P)A-WR))'A>K,(*:8NM3,4:E*#%&$'E:T&2"0.QA'`I9UA M3:2,F]S+&JFO5>>TNU^T6+=A8QE;',NE[GBW.T_9V36^3/4GQRW:8.VO>1=, MK.T9F\A[O>$RXAQJT- M>2W',R)NAXJ)*IL-6(28=TH.5XA-@E M!`&U8E:%`H%`H%`H/__1[^*!0?D7&L$5P6"(=@WXH1"N`-Q<'Y-A"L$=PAO? MLWM:_!]Z]!X.XFZCN!Q97HY+\F9#;)[D[57/&;,\9$E3?#3&5/FI_P`F2M9/ M8DD-3'OK@L8B\X%M,T;7`L\39]EQD;\!/4U/:K&LP90X$B,N`83!G\J`) M8K>RH;1-:P]L];X;G^"8Q2L&RV9F#/&4"WAW5*L@1K';9B]K4,RDX`F=K!%& ME4L1DG-A(1!&?8?&.N+AO:W!5AC*G-.BX3_=?IW_`!WK?9GLAU'9OV_\ZLV3 M'JA%/9O^C[5ZU*ST8ZI^[^&_X[4[PF2!/[`NW[=6.ID@#>S?\'\6K9E#'?G] MJU!%&^Z[7M4$>/W7;JR()]_4[G^S%_\`5S:@N'0G]T;"W[$>_P#%\BK.?ZEO M'\PV]K#10*!0*!0*#0,&C+6\YCZP^7^&()OUB/#V'WF(-36)M>8='\>XM MR1C"3'6?E*MP1NBF3(,A#.37LC*"D$1P#L=QO8+7I_#3YGZHR;9&C3;!]P]F MD.=8CBC5K)&I^N">(XA0XVU#`^O.3LF;@Q?(.<(AK`OU4UMG39A$^*M6*X\_ MN+*KE.79/'S@QMN'8852%O*-1\419I1PP`%8LR##O5EM6#=BX;D M6"3**H\/P*;HLK,$648]&HS.KG*;4-)IZK99/F8R4"!(8"],!2B8+B!M!2U5 M,%9BDPT01"N,5X_EZJU62@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\ MM5*2CS!B#>US&FQ3/>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@T./TK,E^\2? M<7+604DT;L8QL;#K/B)JAB6-,N+G>11U,QY"R1,7_P`+.CADW(CXF`8A;5)Q M2%(S-0^2*(&?Q3P%KQ15,8TIVAD>RV%=AME=J(!EL>K:/-)F!X["M?BL5GN, MES/#E6/W%^RJ\`R%+/"2)EB9]R2VYG(;2U"D83QFVN38!L6L4I$*G/ZIQW.F ML+FAN:8TX/4C<\,3/9R4/F+ESK.Y]D[$6S`MI54VQ'(0Y`1(\3GSJ3W)BZHD M]$\60P]L;$9(A]P%6NH;/9^JR4%71@LX.4,IF#3EEDF-^/;$J`D3`!BBX&]] ML:$P]W5&P\^Q-[VL&S.44:#AOW;<8[DWM9Z0G>5HU%*!0*!0*!0*#1+:'2XS M;+,.!WG)<\;NCMAA[2Y$>,&(867=VRUE-A<#5L,/GN0U#\9R^+XJ?8E9:-$M M02U[B7RJM0<"Q!9!8FD3=J;E[JKLBY"E&(T[ M]DQ9D"/.N/9#)FF#9;\KVXN/QRVW+'8FYA8C2SY1=OXY9;G MKJU9AFF8S/,)N5L<*,RS:3Y,9E#AD;#ZS(D&C^O\KQ++L,0/%,I<(BR6#0R(PI"J5KD,/C#!%D:Y> M(L2Y8EC[4D:4ZI:(DLHD2M02DL,RX`A#<=[\%K6]BJRR>@JY_+.OEW&Q@4Y8 MR`0_*`35(B)@,T@PQ=CFY)9:AM5%P@@!]@#N(+L28N,XEO!X@`"NL.]I3O"T M:BE`H%`H%`H%!I?N_JQ*]Q<9LN$DF6`8IQA(),E'G$QHAQ;YD*<8W)!QW+'\ M%EZE]0)L;#E7!=(Y.04+@H,0&C)`$)8CBSRQ-.6K^?>K:R"\S&=O^HF'+Y0:",:P9$]Q^"O\`BXTF<0Y5$99%X;)5K2`E2)>V*".0 M,$2`XKE!2BQE=]K^-=7,:ZDL>082.:1&&(M?9CCV< MS)ZR:P`?V4$T>\XJL8LC0Z*$!C0>VL[64%(9QSU83E#9O#JO@TS6_!,*P^H? MT4G7Q]3,GIV>&ID%&6$U\G\[D^1'U%%XT)R>!1R(-#Q*ST;.WW5J;HFP@@FY M@^)PWJ3-9JV$HA0*!0*!0?_2[^*!0:D2[;/R2D[]&>C/MO)O`3HL:_*"(X9\ M,QAY[C.$3X187;RD3>$6M5Q>,2=R8.."]K\%JU&-?_4,SE3_`,RQWIJ_9+W9 M]`_UJJZ?4&WS+^!NZ7&%:_1-W6M^3V!8(X+]F_\`M533Z@V^9?,/<_AO^Z?N MG;V/NX*X/O\`^U--/J$G+YE%&[D<;A_X5=S+?E7O^5@W@^_['_:CLUK7C]0F MW'YE&G;A\;A_X6MQ@]G\["/!]_\`VGJ:_4$9?Q*+/V\XU[_\,&X`?8]UA7@^ MY?\`VEJSC]03E\RACMM.-_\`QGVW#V?SL,\'W?\`]R4UY_4).7\2B#=K.-P_ M\-NV%NS^=AW@^_\`[15=>>L$Y?Q*(,VEX;W_`.'/:BWL?=Q%P?\`D_[0_P`% M*=.82O\`$HPS9_A%P]'G:*WL6]B^)>"__M^K3^8*_P`2CS-F>'A_X?=G+=CL MXHX/O?Z^I3^8*_Q+XQ;*\/&_W`;,6X>'LXJ_'_;U*?S!7^)1+ML=R[:N)\PV MR)/*H597*GXNY,DOE"3`\H:/PY?B%`X>$5^#V+6I3^8*_P`2LG4?:;R#UTQA M$NCEM3,_`K6Z$>4\"Q#Y11%VY>1O*SEF5Z\H4?=Y!/=')#%R0.*<6,/N>&^< ML:Y3.T-8Y4B/\RV.Z:OV2]V?0/\`6JLZ?4-;?,G35^R7NSZ!_K533Z@V^9.F MK]DO=GT#_6JFGU!M\R=-7[)>[/H'^M5-/J#;YDZ:OV2]V?0/]:J:?4&WS)TU M?LE[L^@?ZU4T^H-OF3IJ_9+W9]`_UJII]0;?,G35^R7NSZ!_K533Z@V^9.FK M]DO=GT#_`%JII]0;?,G35^R7NSZ!_K533Z@V^9.FK]DO=GT#_6JFGU!M\R=- M7[)>[/H'^M5-/J#;YDZ:OV2]V?0/]:J:?4&WS+!(/MTM9CIP-9J=M^.SS.W= M[1^!\+/ZX8$2I`T$%`>`OL\<0(7JPT@^53H+)V\`+@N62$8C!"LX]/\`4)&7 M7_,L[Z:OV2]V?0/]:JFGU"[?,G35^R7NSZ!_K533Z@V^9.FK]DO=GT#_`%JI MI]0;?,G35^R7NSZ!_K533Z@V^9.FK]DO=GT#_6JFGU!M\R=-7[)>[/H'^M5- M/J#;YDZ:OV2]V?0/]:J:?4&WS)TU?LE[L^@?ZU4T^H-OF3IJ_9+W9]`_UJII M]0;?,G35^R7NSZ!_K533Z@V^9.FK]DO=GT#_`%JII]0;?,G35^R7NSZ!_K53 M3Z@V^9.FK]DO=GT#_6JFGU!M\RP1BVZ6HIW/7L[4[;^Z)\1P\I$!'A9_/>@# M:4;J4KN](%\\4L#>4(:H/[/H'^M5-/J#;YDZ:OV2]V?0/]:J:?4&WS)TU?LE[L M^@?ZU4T^H-OF3IJ_9+W9]`_UJII]0;?,G35^R7NSZ!_K533Z@V^9.FK]DO=G MT#_6JFGU!M\R=-7[)>[/H'^M5-/J#;YDZ:OV2]V?0/\`6JFGU!M\R=-7[)>[ M/H'^M5-/J#;YDZ:OV2]V?0/]:J:?4&WS)TU?LE[L^@?ZU4T^H-OF3IJ_9+W9 M]`_UJII]0;?,L$=MNEJK(D)?RM3MO[(&>.3MO6%JL+/Y+Z-0]JH6:B$T-R.> M$1M<@`%H.[M-7)5"E.*Y%DIA(3%-C6O$_P"H3;F/\RSOIJ_9+W9]`_UJII]0 MNWS)TU?LE[L^@?ZU4T^H-OF3IJ_9+W9]`_UJII]0;?,G35^R7NSZ!_K533Z@ MV^9.FK]DO=GT#_6JFGU!M\R=-7[)>[/H'^M5-/J#;YDZ:OV2]V?0/]:J:?4& MWS)TU?LE[L^@?ZU4T^H-OF3IJ_9+W9]`_P!:J:?4&WS)TU?LE[L^@?ZU4T^H M-OF3IJ_9+W9]`_UJII]0;?,G35^R7NSZ!_K533Z@V^9.FK]DO=GT#_6JFGU! MM\RS;'6S_G$F3/#NCQM'!?#'A#_]59%Q+Y,0UK\'M2YT_MA\\H%WS?\`1]J]:E9Z,=4_ M=_#?\=J=X3)`G]@7;]NK'4R0!O9O^#^+5LRACOS^U:@BC?==KVJ"/'[KMU9$ M$^_J=S_9B_\`JYM07#H3^Z-A;]B/?^+Y%6<_U+>/YAM[6&B@4"@4"@4"@4"@ M4"@4%78S+.`IR9RR8,0;VN8TV*9[ MVM:Q(+&6.O>SV_I([K1J*4"@4"@4"@4"@4"@4"@JZ,%G!RAE,P:U@V9RBC0<-^[;C'*L/OH`+4<> M?6Y*^-Z5SA*`9*98$X@FP3`@"&QQMA2[1X[EQ MWGV3<(X_FLP=$NP.96E,OD+^P)%[FK(;&V9)F]`4Q1)8"P6OP!M:U*$ MY3$S"%_^GDU0Q$LU9Q-NHX%S9SS^]*LQQ!QD3ID:;.+"NG9S[(=1V;]O_.K-DQZ MH13V;_H^U>M2L]&.J?N_AO\`CM3O"9($_L"[?MU8ZF2`-[-_P?Q:MF4,=^?V MK4$4;[KM>U01X_==NK(@GW]3N?[,7_U+NCBOF` M4R:]E"@492IQK;`+_+'R'`'V;VH.-W4IGVK2,[[%X#$J((-LG-,$)Z5F[=/JH\I0^0YMDC!DW(J8J M11&<;!XST_PY&$>49/B2%0N:SF29_F*".Y@?(.RP.2RQ/C\UL:XJUC4H7KFC0F73AT6U6"@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@ MR\M5*2CS!B#>US&FQ3/>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@XWM?5\]5[ MQ8FS$VDSUD@>3-]]L8K`^L8=9GD5?&-JD[NSS5BQWK4\XD-7.;-&XVBFS+9I M;70Y"F8S2H^,+<2`]*H"*.DTI_Q\&"FK*,.S'I+K\S8_V^P)U@69D^X<.V\S M#E97DU%!\JD.&,LC#,R.QR)S>W6)9.0P67JV>0M#I'@E$M9A)!5S;'*RKW$T MYGBC9W3E\8\5;EK\"Y]F<8QECC"T]P\YQC$>)W3+F7,6/.WCUBW'FO29ZF.3 MR<:,TUGI"=Y6C M44H%`H%`H%`H..WK('B;NFZNX>3&%IG\MQ?A_(6BS*Y[D1Z89";475RN,<71 M5WRO%X[C>/NPK9;;Y7'%1SF]C;4(DS0M?[!7&%&``8&.D=(NV7:\R9"SMC2V?LDY\Q^+)..H9C16JQRY/N/HXIC;J-,-T0M$!990(:I`W^#A MF%ZQ6'58TN+8\-38[,BQ$XLSHWHW%H<&XXE2WKVQ:F+4H%B!0G$(@]$J2&@& M4,%[@$`5KVOP7M5TIWA:-12@4"@4"@4"@YC.NA33^<[51V& M8[Q#+MNQ0[0O.LRD>`X_D*48U1X%='Z2@9H#M2G<65^9D/%A/ M'23K2YX>=,"8J,P"O&Y8=;H@W1 MV!JE"1^0.-FF*_NL0Q%!([`(VY2I4W+I(N9HT@*;4"E\6-#4QM:ES-((MYQ(8/$7&4.K:ZY%M]F>R'4= MF_;_`,ZLV3'JA%/9O^C[5ZU*ST8ZI^[^&_X[4[PF2!/[`NW[=6.ID@#>S?\` M!_%JV90QWY_:M011ONNU[5!'C]UVZLB"??U.Y_LQ?_5S:@N'0G]T;"W[$>_\ M7R*LY_J6\?S#;VL-%`H%`H%`H,3GL&BV3H+-,:SEH)?X3D*)R.#3%B4F'E)W MN+2QG6,$A:#S4II"DLER:7`XD0BQ@'8([W"*U^"]!HAK;U9N)-<,BP#)@L-XZ=\4X+;,^9'89A'<'P5]*:T+LSXX:HY!X9=(-:QLB-M$H<#'%39N3 M%DV'8(+7J4:G*99E`]`<5X]@&R$6:<@YK7S[;%:[K,X;$/4P85>?)*!R2+&A M`VMDK31!%&XFS1&..![8PHVMG1IV5*<(20)2F_=%JE>B0B&AF'X%FYBS%#Y# MD6/LL5?&J9Q?`[:Z15+@R.Y%9-=D&IS3D-I8BH:";D2!!KXW%QPI)>0"8P$7 M$HL@[LOW10KQ1NS1"@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\M5*2 MCS!B#>US&FQ3/>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@\N,=]4O@+&V1H)+ M6K*NR[QC?%.87[/>*-9)'D]H7ZZ8URJ^K'MSM)XI$DL+;Y86-E=I,XJT"=6^ MJTR=0O4"N6+EAV%*-;2V8BNGN-XQL/E?:E1(L@2_..3HPG@33,)F[L+T##6. MTO`H)@&%F,$91L,2C`W<(7%2%4F<52]?:YJL\_CF!'4KQ3LHFW5ST3DN]K!LSE%&@X;]VW&.Y-[6>D)WE:-12@4"@4"@4"@\O,T=4Y@3-N M0\N3%WRILK#(9L(_0V3;`X%QWD]ICV$%9NRMK!$9S' MV;6W*>38(6P6:Y+,X4.$K),8)R4Q1K4N25`]H4;@K;DYQQ0AE!O90VEFV0^K MJQ;D$^5OOG2SG#\B3G(F2)U+LL1.00"\^?&C)\!-Q0[XL4'2K&LIC"?&4?Q@ M%(R,:9.V$N;,4@*6)EX',Q4N45*MY8U'6F(1R/Q-@3"1,489&J.LJ,1ZA4)( MTLJ`AM;4PE*HTY4H$0C3`#B)N@JY_+.OEW&Q@4Y8R`0_* M`35(B)@,T@PQ=CFY)9:AM5%P@@!]@#N(+L28N,XEO!X@`"NL.]I3O"T:BE`H M%`H%`H%!H+LQU>N/=DLHE9G(S5LEK[DE5B5=@R62;7/(]@E6++$TXHI:6]3IK:YD-"#&>3=E]< MV4G`,=UFF;#@;*#/&VG+.(XO9P+;&;)I]2B[2NYXZNS"+@W@2L\DR?#G"-P;7''.''^-/44$[:^1#5N2L\TQJT8 MC+D4*D+,4F<)>QIG"0@D"-_+D`B24ZP)B)*C3)ZE6S>#<-QG`.+HUBF).,A> MFF.FR!P/?Y:M1.,IDLAE\G>9K+Y3(EC8VLK4:]R>6R)KYS?6/W]CAO_`*MI3#V\)7/U?,/*F['# M[.J<*M['/G'[_P#Y=2F'MX*Y>J+-RCNA?AXVK$,M^5[/^_!@O[/L^Q^KJU3& MG5*Y4Z<(P[)^Y5^'C:NPT/9_]]C#?[_^KZE,>/\`1$Y=H19^3-P[WOQM8X>' MV.>ABO\`U=[WX==HK;V.=QFO_Y/ M]"I3&Z5FR,,R!M+<5^-KW%[7X+>QYV&:_P#^"JTBY6;(\R?;/^SPX`C%NQP_ M[U6>_P![^A4XN[-_E<.`XS;L\/^]-H]C_[G2D7*S9%.TZV4&VK@J,$ MQLDD2%6$TT.3VDP190B3+&&6!9'PCN`-[WX/N\%.+E9LLC4?(>UK/KIC!M@& MNL4F402M;H!DDR_+C-'ECJ0.1O)IYQ[,I1&GH1$K!F%6"(5^-8%A=@59RC': M:Y=;=WU3X1Z=H_\74IA[^"N=CSK;N^J?"/3 MM'_BZE,/?P5SL>=;=WU3X1Z=H_\`%U*8>_@KG8\ZV[OJGPCT[1_XNI3#W\%< M['G6W=]4^$>G:/\`Q=2F'OX*YV/.MN[ZI\(].T?^+J4P]_!7.QYUMW?5/A'I MVC_Q=2F'OX*YV/.MN[ZI\(].T?\`BZE,/?P5SL>=;=WU3X1Z=H_\74IA[^"N M=CSK;N^J?"/3M'_BZE,/?P5SLP"!Y0W-)/GET&IT5L(Z?O)R_NS,IS?:[@)N M9@G71BDACH6X(N3"#BJ6VR5L&+C!*(`,)HAIC'C_`$D3ES_EG_G6W=]4^$>G M:/\`Q=2F'OX6N=CSK;N^J?"/3M'_`(NI3#W\%<['G6W=]4^$>G:/_%U*8>_@ MKG8\ZV[OJGPCT[1_XNI3#W\%<['G6W=]4^$>G:/_`!=2F'OX*YV/.MN[ZI\( M].T?^+J4P]_!7.QYUMW?5/A'IVC_`,74IA[^"N=CSK;N^J?"/3M'_BZE,/?P M5SL>=;=WU3X1Z=H_\74IA[^"N=CSK;N^J?"/3M'_`(NI3#W\%<['G6W=]4^$ M>G:/_%U*8>_@KG8\ZV[OJGPCT[1_XNI3#W\%<['G6W=]4^$>G:/_`!=2F'OX M*YV8`PY0W-!/\@G)]3HKX0.10NSC<[,IR=%=;=WU3X1Z=H_P#%U*8>_@KG8\ZV[OJGPCT[1_XNI3#W M\%<['G6W=]4^$>G:/_%U*8>_@KG8\ZV[OJGPCT[1_P"+J4P]_!7.QYUMW?5/ MA'IVC_Q=2F'OX*YV/.MN[ZI\(].T?^+J4P]_!7.QYUMW?5/A'IVC_P`74IA[ M^"N=CSK;N^J?"/3M'_BZE,/?P5SL>=;=WU3X1Z=H_P#%U*8>_@KG8\ZV[OJG MPCT[1_XNI3#W\%<['G6W=]4^$>G:/_%U*8>_@KG9@#QE#=J=%?"94 M9GY:"Y693CD%DIRN$7<.['1`8GB2!1<91'(E.*-4L46Y2Z(P@)2NQRF-)_VE MG:/\`Q=2F'OX*YV/.MN[Z MI\(].T?^+J4P]_!7.QYUMW?5/A'IVC_Q=2F'OX*YV/.MN[ZI\(].T?\`BZE, M/?P5SL>=;=WU3X1Z=H_\74IA[^"N=CSK;N^J?"/3M'_BZE,/?P5SL>=;=WU3 MX1Z=H_\`%U*8>_@KG8\ZV[OJGPCT[1_XNI3#W\%<['G6W=]4^$>G:/\`Q=2F M'OX*YV/.MN[ZI\(].T?^+J4P]_!7.QYUMW?5/A'IVC_Q=2F'OX*YV/.MN[ZI M\(].T?\`BZE,/?P5SLS;'60=IGR9,[7D?7N+0>&*O"'AF4MV6&>3+6OD6I5#VEQRA*YCJ+L.T:T88V(F&M63]G8YY*S>%06;Q)X;6]_8JI2;/T[Y MEQ`R3MMQ>\Y6QLT9,>`)1-&.W.'@O1)Z2QYBS9AF8RUW@$1RYC&4SMB,<`OD*CD]BKY+6834JLB=`NL<; M'54\-PFU8*Q*BQQ(.1-O8(^`7L5OLDQ.O1A1.R>N[I.$>,VK.^'77(KD[.3` MA@;7DJ'.,P4/C0D<%[HS@C:)Y/=[.;>B:U)AQ%R;&E@3F7N&W$%P9[PD1/6G M#ZF#,&))O(WR(0O*6.I?+8URX9'%XO-XR_R)@$D4W0J@O3(TN:MS:A)EMN1, ML>47Q#?R+\`O8K4F71DBG[OX;_CM3O"9($_L"[?MU8ZF2`-[-_P?Q:MF4,=^ M?VK4$4;[KM>U01X_==NK(@GW]3N?[,7_`-7-J"X="?W1L+?L1[_Q?(JSG^I; MQ_,-O:PT4"@4"@U[V-R]DO$$5CB_$FO,YV2F\LEZ*)-D,A[_`!:'MS*!2UN[ MNJE)1!O3LXB1JKEJ3!K%"<@LH1AP;46/[:3HNM1C+QAB-RA@P'D MIVV+E6S,VTY:]4P/\)3RZVPV-#'(W(;&KR`-V'!2H%#V=J-7K9*$TQ$4F$78 M0`F#N`,JNO/7A#-_6NII!&HK$XMK'DUWW"DV?,DZW':CJ9=!&AZCT_P]$VV? MY*?WO*JI>."EXOCL(?6U>6^D\MW?X1(+3)S/Y01:IK_/#9'`._\`@?,>)KY' MG+^R:XO[)-\EXNR#C7.$UA,5D<%R7AR1MT4R7&%#@<^A97U/&WA[;K"6HCAD MW*5(TS@ MF?4[&UNZIS.9E"!82>!4$JY`R30#L*X1!OS[%Z_2*<%8RCV%+R!P:6]I5GJ"1$V,)*2G"%:P2QW"6DV7 M+1"@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\M5*2CS!B#>US&FQ3/> MUK6)!8RQU[V>W])'=:-12@4"@4&$Y(DT@AD!E\LBD#?,H22/1]R=F3'D9<&% MJ?YBXHDPSDS`TN,GW/T0RH[R]RV*N)+@ELQA+8FN3L$MR>[<8&X MS[V+"(895K7I2>$.HZV!#!&/+T>SYK)E#$>RF,G["$=CNMJ*68_R(_9CS-=*985SS+6+NJ:VGA?>OF^T3R4JS3# M<^0\K4;,.ODJAT8RCCW*F1X"Y-*0&1XBNG./7^+Y$:G-/&92R2R.,[B82(OD M3BS&M6$9=K$B%528Z4;'-&RVN,@719L8<_X3>W*<*#$D*;VC*L$QNOD/F!6/)7G3#\;R`>Z MQ]C)@CYDF&M)6M;FZ,M9<66/)+Z)<_K7=*6C*L1QU`E!?$M?CAX12;+F MH%!5T8+.#E#*9@TY99)C?CVQ*@)$P`8HN!O?;&A,/=U1L//L3>]K!LSE%&@X M;]VW&.Y-[6>D)WE:-12@4"@4"@T+R7UB^N>,-I2-3WF075SIFPMDG/>5G=O, M*/8<.0#'<>)E%S)H87RBGPW(&*RA8G0IP&*242<*@\)9:E)RY:32K76"];G% MKC9GS8;73*^L>-,EX`R1L[@/($S>H5+2LJXGQ4PHI?*P+8]#'5>ZP7(-H2ZH MWA,QJKJ1'(U(`W/`>()(I5=;2L7`762)L@SY/`=AL"2W3TZ782%LAB21Y8GN M/72*SK#:=X8V5T0LAQ&&&N+4W!XZ]R;RI$[MQ MBU"B#[)II5A@+^[>U$I7HLUN<6]X;T#NT+T3JU.J)*XMCFW*B%S>XMZX@"E$ MO0+4PS4RQ$L3&A,*-+$(!@!6$&][7M>@^V@JY_+.OEW&Q@4Y8R`0_*`35(B) M@,T@PQ=CFY)9:AM5%P@@!]@#N(+L28N,XEO!X@`"NL.]I3O"T:BE`H%`H-2M MM]LV/5>.0(*>"2K,66\RSI'C+"&$X(H9T M3-KS*V%K<(Y##%*A&7+GU&N7D*&B,#6)#2K+U M`2TES"AAL9Q@WM8B`;<\8.>(HFGC1F;%+K!EDA31%),VW(D07115*UIQ"='& M$TB2O!K0?(5:A26`I$$ZZDP9@0A!>XK6N$"+:'6<":+K![$X+"DG`U!<+5"R MW``II>8D=1L:HN+GWD%BI`-,]EB1F627.N!4&Y5^`RUPT*390^7=X&K$\LW' MBJC';@]F:A:A(-LW%:3(TR$$Y;E[;F!QM"41`V=2)A6EAQ(8"ZXP2H%[K@WY M&W)7L,M.C;W'LM+GT!@\Z)0C;"IK$(U+2FTP\*HQO+D;*B>`(3%(2B`J!I`K M+%W,L`%AW#P\6W#P41E]`H%`H%`H/__0[^*!0*#C:9F;;(&LO61=7["=%]JG MK*^XV_\`GV60S*$NQ!(X'KA'<23E^QNWVGKWEN5EM+6:.Z2#*SD):DQ/#-F/">6 M]<8E;G:"X.AD7G>R6OVY"Q,8M@QT., M3K"%O$.L2M?;'C%=6F(2$6=TFDXSSPU0QA`]DIYN#J_F;(6"L_8ES>_;$YHC M>R(,4:(1O"4`PZGS%>:P]I4(LYPB());F1QE:-X-<#G^2.:U&VV--,,6!+X% M1SGCA9IK,5XHU[U0@&57"6ZZP5XQ"@U0RE']==Z,3:T9#'@++&*\@[2Y[R;C M+)D6AK7E#*S\VMT-M)X*>^$N+4X(W1S`T*Q%E7&$P\!2599ISS5O/U7.HIWG MSU-7/#'L=@_+>M[!*WF<-[GU?[-A.,+5QS67'97`\C;--#TVO.4R9@6Y*!L: MEW(<#341)P;!2W'R1EB.C&<\3_/\NLY3]W\-_P`=JWWARR0)_8%V_;JQU,D` M;V;_`(/XM6S*&._/[5J"*-]UVO:H(\?NNW5D03[^IW/]F+_ZN;4%PZ$_NC86 M_8CW_B^15G/]2WC^8;>UAHH%`H%!HQUBVP68=<=6IS+]>Q8B)GGH M\<(6PI<'0[JY,T8PU[W6D$5TDSCED.SRC(FM>4H=F+(;OM7AF8QK)&QR'&[\ MRWFV16QLGKWW0L-;[+CVI$H`GN$THJXRXUUKSU8W!6/+F+]J(+UG4NUYSF7@ MZ>[?;KK'.(-F%I,^9M@V'\QX3P3C/$.7GW$#&VCG;&DDLHP8INN+,;^[D[:Y MDG&6-&I#8U_)VUJSK7/5"890VHUESAG36F2*L=9ESSUKFT=H=EO&ZU\28?8\ MQ`UFCF"$&665Z2/<:Q]/99%H(I<4C8K&6;948?)B)LQ;"FETB MQWBKJO'*%:T2/&.38_OYM<1E66QS"[C'\@PG#4RE6U$397R=NQ,<3/S'`W&` MF1LEO5N9A2`Q!9MY$SD[IKTL5_7/92?5>LCA%-L=$(IG?#!NI#]A+%&PN)<- MN;KK/FS$TUW&D\I:[.#A?+,PE\&9L<$R&,PB/J'\E&W2*3EJ796JN2LOW02` M2%RZ32:NO6JYE!5V,RS@*]K6L2"QECKWL]OZ2.ZT:BE`H%`H*^RKD)-B?'4NR.LBD]G*6'LY MSP?$<71-PG60'XL@98+H(K$6O@<'YT'RG&"05P"N$(K\-K6O00DZ1)>R<8%JU,H$3R@4QP0O MY3I$8UY9=/\`%$UW(V`E>QINN&2G37;+^_/5KQ-DB>4,+2EI?I-BS6J'YR+R MME#(N,I,U'.31B4V395L@`L>D:5$H2)+V4`"$5PB'2*5Y1$YT@.28ZZS9]C& MI"M'D`SK+-:)EK^Z1[!2I++%&.F7*NM"F12C$2ELBY;JIA#4T.$J.7+6>XD! M)`W,PT=@V4BLN5_//90;O#W;'^\`8CFC$KKB/"\>ZWD>SK-O!,-<39A8LQF`4(YK2F6$`HO;BSL)JN905=&" MS@Y0RF8-.6628WX]L2H"1,`&*+@;WVQH3#W=4;#S[$WO:P;,Y11H.&_=MQCN M3>UGI"=Y6C44H%`H%!C$W1RQQADN;X$]M<:G2Z,/Z.%R-\:#)`R,$L5-2LB. M/;PPE+6TU[:VIX&2>H2!4$"4DEB+L8"XN-8.4V?]6-NY",2X^UVSIC"6:>Z*;!M662)V M%TV`D^%8KB2&X.QXKDI+,W3A2\.L:N_5SY/QK(V2<83R%%I1*,_Y>?,2(#L.X]BCM'2 M'^>N<,:8:O5N"UJ)4I+6$18([\H'CB..L]VX\IT&QFJV1SW9)J#&28(\=3_" MH*Q+&G!Z-''5&9CY;F=K>H_'EZ&-%M]LO$15OCY9A24?APA&4A]@(.1X25XC MGN\D,^XJS-#8*HCV1]:9U)8QF[JO-!(?F+/69=6<_P"3'?4!PQ7BA6CRBJQP MY0F$S%$TO<4`@/>9,WR%=#5*.1`*.-,,+3FC$6/[[NT?'+NP2#'L$?HF^>4\ M6>X;%W>-27BG!\H6!R9$*UF?.*I+*4!\+-QQ:C@,"$=N4_*M:_#:JYLRH*N? MRSKY=QL8%.6,@$/R@$U2(B8#-(,,78YN266H;51<((`?8`[B"[$F+C.);P>( M``KK#O:4[PM&HI0*!0*#RHZQ:/Y`A&9="MS8CC:U3UCCTJQI'HLVX0D*`YIR8F)R%;S@GQ@XM4E=2EP+FEFC* M'<1:Q$TCI1D2?3Y@RE!G29PYEV+S+$L[]8%U?"',F/YYI<=K+!7&!8TR(43D MC)K;B>/0B+A-B9L0E"AOE,A&A0I[>"C1+!F!`6?8E:(;"I0[@>%/@W MR>=BSW0]W)=25'(6$DQO7NFP1;,$EC>QL<-Q+FEYE&U'4.8NQWC=Z.QK+RVN M09D@N(\]-LPQO)7IP;$A$1R4:]SM"`IJ=NXUBD9_"$'`(%QBW]O=/4&5`F>K MF`GVT=F41.%BJ&M#A%\A11Y@\S8'F,LZ:-/C3((L_IDCJUK43PT'@M88.(<7 M8)I0AE#`,59GK+8ZB%`H%`H%!__1[^*!0*!0?*?^?;]&WX[T'R&=GM?Y:)/2 M6.KTY"M.I2*2@'IE19J=008&PBSB#@#+-*,#?V!`,+%>U[?=M>M]D[/.[#/5 M;:%:Y9,:\OX=UZ9HMD&/!>;1EY63')4O1Q(3_P!T!=SX=&YM,Y'%X@J6%J32 M[G-B)*:`HT8`""`8@WS2*PL9Y3Q,\-Y%/9O^C[5ZU*3T8ZI^[^&_X[4[PF2! M/[`NW[=6.ID@#>S?\'\6K9E#'?G]JU!%&^Z[7M4$>/W7;JR()]_4[G^S%_\` M5S:@N'0G]T;"W[$>_P#%\BK.?ZEO'\PV]K#10*!0*!0*!0*#\&E@.+,*,MQB MS0#+,#PWMQ@##<(K<(;V%;A#?[E^&@T@POU;NE^ON1&+*N*\-C9IQ$D4@;X2 MY/V1\M9`;L?I978X$C!CJ,9#G-R1@P"+,S/= MO%1"@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\M5*2CS!B#>US&FQ3/ M>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@4"@T<6=6[I@XYB%G=RP\5)#IP*2U?@/E2E-K&@N$8;"L6LTHWCH MA05=&"S@Y0RF8-.6628WX]L2H"1,`&*+@;WVQH3#W=4;#S[$WO:P;,Y11H.& M_=MQCN3>UGI"=Y6C44H%`H%`H%`H%`H-*,[=7;J#LM/%V2\T8O>)7+G>/,T2 M?U"'+6:(8RRB+1]6H6M$=E\0@N1(S$)(``KK#O:4[PM&HI0*!0*!0*!0*!0*!0*!0*!0*!0? M_]+OXH%`H%!\I_Y]OT;?CO0?(9V>U_EHD])8=)'UFB[&]R:1NJ!CCT=;'%]? MGMU5$H6MG9FA(>X.CJY+5`RTZ-`WH4XSCC1B"`LL%Q"O:UKUOLG9YP9+ZTS5 MG'>,<'9*/OE66J]ERG%PP+BJ"8ND7EORCQ3=&7,4CE`'!\0NH`(S%@@@&F[JL(28^PN+\,V@'6 M%X:GC!CZ2R&#YWPBV9/S6JP!$Q9YQ2Z8X.49(\E&R7,*%>6K6+K-K7-"'`:% MF6G7"0N=4AZ2UPF`#8:)K,,Y8SX;I']@7;]NM1U3)`&]F_X/XM6S*&._/[5J M"*-]UVO:H(\?NNW5D03[^IW/]F+_`.KFU!<.A/[HV%OV(]_XOD59S_4MX_F& MWM8:*!0*!0*!0*!0>>^K?6$M.V;S'`P/5/;V*XZE7E;X&SED.$XI:L0J/(]4 M\MJWA>8[FB526WA!Y8CT23@:;\=3Q;&=9\F^"8/J[ MMG+TN-LT#P3/02EX M),5)O!43:DS39,-5?CC,6JB2BBS/Y410B)FLMAZ(4%71@LX.4,IF#3EEDF-^ M/;$J`D3`!BBX&]]L:$P]W5&P\^Q-[VL&S.44:#AOW;<8[DWM9Z0G>5HU%*!0 M*!0*!0*!0:`9HZP!GQ-GE^UUC.KNV>PD\BN/89DR3*,`*,95@@#P&"O>]@EIQ6JX]GMN,-Z@8:#FW.#FXQY@ M5NL;C;'&TR=`JFTHF4L.`2S0J-LISFD2N4D';E33@=U`3I4J50I..`G(--"( MBO1LY1"@JY_+.OEW&Q@4Y8R`0_*`35(B)@,T@PQ=CFY)9:AM5%P@@!]@#N(+ ML28N,XEO!X@`"NL.]I3O"T:BE`H%`H%`H%!KSL_M/@[3O$;_`)JS]-VZ%PQD M*-*2%G&DFO\`+'WN-4L01&%L@CBE4CE3N!(99.D)[`0#--$406::`L1,\0PC M.&[.&L`82QYFR:)YJZ%9@.A+5B/%L,CI,GS#DZ7Y!;T[I&X)"X)<0B*S1=N46B3I4IAXUBXTLA/RHS`6$3J_MAC*<=SGA[%&;(@ ME>$,3S%C6"Y3BZ*0ID:-_1QW(,7:Y:R)7Q(WKW5`E>$[:[E`4ED*E)(#K""` MTP-K#N)XX650*!0*!0*#_]/OXH%`H%!\I_Y]OT;?CO0<1.7,00WS,]9#NV4* M5)=GL"]=]DW'>'\HHYW-4J^`0D><,9A4QM@92'X$:3-R_P`XSIW0&Z,0CK&% MV'>X22PACI:.U'0EUTATP(ZK_<0<'&>6]"QTW$K1)NZ.4O#U$XBJ?(0!=R_R MG(&0$US";P_R?)7%RG\GQJW/Y8PZXO+R5Y"@>FF\^BVX&>&]8BU/E?5DX_US M@>7&F*NRX\XY1WJK/K*=T-;=@)5U;VPT0V`RCA/!C#G/:&+K-BXQCZ7-,K9!,F/8>A M%)X"QO4&?GB0,;VL`82CB#K$W*8F(6(F(RBG++-X<]84SQ MU+63'O`.PD]VA1\,>#D?A7N?@Y#P MEW*#N[D.+^3R/=7&XO!['%X*Z1US?\'\6K9E#'?G]JU!%&^Z[7M4$ M>/W7;JR()]_4[G^S%_\`5S:@N'0G]T;"W[$>_P#%\BK.?ZEO'\PV]K#10*!0 M*!0*!0*#E!B<;PD1LMAF`=4#.\_*Y8'%6Y+1M*T/T@V"+@D0"Y8?DX,2J,F, M.7"VV,X]G(,]+6X;*E94;?;E[`4'$V3&%''3^G3FG^G^=4N]'XSS+H?@O7/, MFRLY2F8)RZ'K'<`943S46.=9I^V1=*_QSP+%Y2P-;3B>5.&<5RIK`2W#N:^- MP^[5'"-0,Y2@R[S,.K^JYE!5V,RS@*]K6L2"QECKWL]OZ2.ZT:BE`H%`H%`H%`H.8[9Q-JRP M;EPY/I3-\\@ZQ"2=85BUZS5#(P_YY;6@['1ZEK19M5S&"N9+9AE3AF^/VJW* MO($APEEBN3"N/3E'%%QN*TYZ48/.=9.L4@.]FJ.Q& M27T[/A5J0.>#V!-`<2Q:(J7%848D$K6OTM&0H(\ARM< M:3$6=5-5S*"KHP6<'*&4S!IRRR3&_'MB5`2)@`Q1<#>^V-"8>[JC8>?8F][6 M#9G**-!PW[MN,=R;VL](3O*T:BE`H%`H%`H%`H.=+K>FW25MDV:'Y=,<_1OK M&GO7Z'MNM3;B!XV*8'>0S)D>9HIPXBA3?C@E#`)RYBFSF<6[EK1N1[6W&\L$ M"0P5C126\:_\:=]:;J[UC$PP_+-D]AD.M61XY"L?ZKP;&$;;Y?E>V2,.21YR M[A$>49BSP!!B]3!7+(>2,@DEH'QUL^#\&Q$!Z=%Q[7$6TIWA:-12@4"@4"@4"@\Z^M?A+#+NKXVV6+XFUR:11K M7W+J^%GJV1*\N["^+X.[M)J^,B.3*5;:\*FY6:EN<=Y^=(/CD+>BV!]0J&MX:')(;:Y2I`Y-RHPDXL5KA&6.]K^Q>M]D[*?PS@^(8 M&PS#<#QA4_2"`P!C.BD8(G#B"2N:2'DK5HV"**5ZA,5=P9XHRGDM*"QX1FA; MD9`#1FF!$8/-B)K,SW6.>$(+<0`0A`$%@A"&U@A"$(>`(0AMP6L&UK>Q:M23 MT:V9JU[@&=GS$;ED@#H\LV&\@$Y38(998$F*/D^:$*A%$7V6M]B1&O@(6>M. M6MZ81@$]E]RSC0F/W7;JR()]_4[G^S%_]7-J"X="?W1L+?L1[_Q?(JSG^I;Q_,-O M:PT4"@4"@4"@4"@4"@4"@J[&99P%.3.63ED6,RC(#";ED3`CER;M3!8*@R\M M5*2CS!B#>US&FQ3/>UK6)!8RQU[V>W])'=:-12@4"@4"@4"@4"@4"@4%71@L MX.4,IF#3EEDF-^/;$J`D3`!BBX&]]L:$P]W5&P\^Q-[VL&S.44:#AOW;<8[D MWM9Z0G>5HU%*!0*!0*!0*!0*!0*!05<_EG7R[C8P*TIWA:-12@4"@4"@4"@4"@4 M"@4"@4"@4"@__]7OXH%`H%!\I_Y]OT;?CO0?(9V>U_EHD])09_NOT[_CO6^R M=D.H[-^W_G5FR8]4(I[-_P!'VKUJ5GHQU3]W\-_QVIWA,D"?V!=OVZL=3)`& M]F_X/XM6S*&._/[5J"*-]UVO:H(\?NNW5D03[^IW/]F+_P"KFU!<.A/[HV%O MV(]_XOD59S_4MX_F&WM8:*!0*!0*!0*!0*!0*!05=C,LX"G)G+)RR+&91D!A M-RR)@1RY-VI@L%09>6JE)1Y@Q!O:YC38IGO:UK$@L98Z][/;^DCNM&HI0*!0 M*!0*!0*!0*!0*"KHP6<'*&4S!IRRR3&_'MB5`2)@`Q1<#>^V-"8>[JC8>?8F M][6#9G**-!PW[MN,=R;VL](3O*T:BE`H%`H%`H%`H%`H%`H*N?RSKY=QL8%. M6,@$/R@$U2(B8#-(,,78YN266H;51<((`?8`[B"[$F+C.);P>(``KK#O:4[P MM&HI0*!0*!0*!0*!0*!0*!0*!0*!0?_6[^*!0*!0?*?^?;]&WX[T',Y/.M+W M^C`-F]@D40U.7:MZH=8=,=*I/"1M&5F_-D[8&G)[#$TTH02`4N=8W2?RQC%9B'/GM5L M#)=+LF=3S'X0]2Q^A>N&$$.R6T;RO>%[NZO6/]C)A!\09!R;.A+%RE:Z*W*4 M2I^4$W'K5HUI&)I#FNV-D1[:7=06K;D2)@BS`C+$$)?=(0B,X+`$`1BO$M4YP>MVI MVAT&?,+9X\-Z1SO3J;9&P*MM>JUV(E.TFAF`S?\'\6MVU01X_==NK(@GW]3N?[,7_UIW;F*8SPV;UQPM`=4NN`=,4XOQ0[:OXIF>I,E-B#0F MG4@GT:W"E4?F\2>'W)CBG5/D@#$YEB9(Y*4)QSX;X?8,0;VN8TV* M9[VM:Q(+&6.O>SV_I([K1J*4"@4"@4"@4"@Y5=L^LXB&=-R_"L"E$143)`US[.LM:Y"Z"R/DR0,O=Y#@S8!Q(18R8L=#F"!%,LP.AV M'V)4!(F`#%%P-[[8T)A[NJ-AY]B;WM8-FNO'ZQ=.ICF?=)L(YUB>'Y)CG&'E9L#*G M.0I62:3%4^ID:B&ZS89;1K43V^2:8H5P7&4N*/@3-;&$".YAQRXY*&3+>,=) MF$?G;=.9Y'W=RUM2VX8>=H]">K!0K#QA$<4[RZ?8\_-4I8&.3L2H*YDD;.V M/S.M"`985C4[HB'!O5!+-"`P`5"10`=K"M85N'@O:UZK"8H*N?RSKY=QL8%. M6,@$/R@$U2(B8#-(,,78YN266H;51<((`?8`[B"[$F+C.);P>(``KK#O:4[P MM&HI0*!0*!0*!0>7W7#L>67'0/85^Q;F^383+@>,,@3>9'0QJ;S9+D&/L4.> M3D^/DTI5F!7P9I=WD2V%3BK&Y>1ED!7DO\TQ[%&YZE+4X*'UL95$F9$K>6L2'&$J7 M4`B1DMUP'J1A-$32>K3">X7A>R_4MX%SA?%+YOMG;'NI*MHQM-E$WD$(F,2D M2UD*02S)#=9V>41S_+,12**%F%B[G62)T$TC)1C&8M-L<[+$TRGM%7MEI9*4 M,UU`U>D[?D=9F`EUP#B49^5',IP(=LA.2:#,B)XE[TF=C#G9&^/SLF/4+B%8 MQ*B%8S"SKW,"*JS/66S5$*!0*!0*#__7[^*!0*!0?*?^?;]&WX[T'G%(NK&U MPD6(M@\)N"[)88=LOM4];B9%-3R=J+>B,M/THB4M7)HVN%&C"&R(6=84CL6C M-)4GA*N8&ZB]Q6$%1=IZ_P`+SVTU]CVU>N.9M=Y.L&UM66(0\18#R61W48P/ M)H`K(U(RTG*D66CCLC1I%UB+C`$ZZ?B7%:PKWK<]&8FE):%8LZN2+3W&:]_V MO8W6V?C>7RX],6E]AZ>`0I8\#YWVQSYDV08;E&,\=8^VI]B=F?)&ZWM&HNL&'-=&9Q\,%8SBG@]T>0@&42]2 MIZUAHH%`H%`H%`H%!1D^U\@V1,#=7EC7 M!^7FS.;KF/9C8'(T5A#QC?'#QL=ED.1@8OA$@5-ZI]98:2CCL;N-0\7:DY:I MR=A.CL>458`U0K6JE)1Y@Q!O:YC38IGO:UK$@L98Z][/;^DCNM&HI0*!0*!0*!0*"E\S8(A M.=/-3Y:FOA7F` MT'!?A!E#!$(RW,\&SJ5&OA;WKYD5?D^!@:5Z=(A.DCE!97CQ0!_(.0JS'!LL MP3)7<)18TX[*+%CX][!N`1:TJNBB%!5T8+.#E#*9@TY99)C?CVQ*@)$P`8HN M!O?;&A,/=U1L//L3>]K!LSE%&@X;]VW&.Y-[6>D)WE:-12@4"@4"@4"@4%+[ M$X(A.SN$LD8"R0:^$0;*4<.B\F.C2].UOQ;:>H3J1B:W!6AF/!,+RQ"WZ"2@V/K"&Y[+9)&@-; MG`;4N4HW!.D763G7Y,P9!H0B]FX;]BA$TY43F32]HRS%L71)DV&VGP0@Q7"E MN/$"C`65D,'42J*.#=&FM0BFR9SBM7JQ$DV&>H/,,/4'"$88(0Q"%>L]5@T"@4"@ M4"@__]#OXH%`H%!\I_Y]OT;?CO0?(9V>U_EHD])09_NOT[_CO6^R=D.H[-^W M_G5FR8]4(I[-_P!'VKUJ5GHQU3]W\-_QVIWA,D"?V!=OVZL=3)`&]F_X/XM6 MS*&._/[5J"*-]UVO:H(\?NNW5D03[^IW/]F+_P"KFU!<.A/[HV%OV(]_XOD5 M9S_4MX_F&WM8:*!0*!0*!0*!0*!0*!05=C,LX"G)G+)RR+&91D!A-RR)@1RY M-VI@L%09>6JE)1Y@Q!O:YC38IGO:UK$@L98Z][/;^DCNM&HI0*!0*!0*!0*! M0*!0*"KHP6<'*&4S!IRRR3&_'MB5`2)@`Q1<#>^V-"8>[JC8>?8F][6#9G** M-!PW[MN,=R;VL](3O*T:BE`H%`H%`H%`H%`H%`H*N?RSKY=QL8%.6,@$/R@$ MU2(B8#-(,,78YN266H;51<((`?8`[B"[$F+C.);P>(``KK#O:4[PM&HI0*!0 M*!0*!0*!0*!0*!0*!0*!0?_1[^*!0*!0?*?^?;]&WX[T'R&=GM?Y:)/26'21 M]9HNQO;CWUHVNZ9%C=9$\R6.L. MM&_#U((:H0(I>Q-6L+BXO,46.B02YL2R5L1RDY:Q*7%%:YQ`%0"A'%6XX+7# M[-)R_AJ<)IUA#BZ[;7U3*E4%(UKWR-FZ)E)DBR'`UD<1RI)'5*SN!._JH\&4 M7=R&4]<&Y(%0R;$".MQ+"N+V*NT5Z2DX3UK#T)Q1L#CG-;ID^.1%4ZHI=AV7 M@A>1X9)VHYAE,9<5[6G?HZXJVI0(8S(_+XZL*7M2XL0R%:<0K6O8THXHNQ/, MLY1,46<;V;_@_BUJS"&._/[5J"*-]UVO:H(\?NNW5D03[^IW/]F+_P"KFU!< M.A/[HV%OV(]_XOD59S_4MX_F&WM8:*!0*!0*!0*!0:KXBV^Q?G;,6=,08M:I MU*0Z[KDT:R)E)+'DQ>(O.,(0_"V*8U+#G8"V39`BA(0F.Z=*A&C;^4`68IL< M.Q=RS%**YP'OW!US&FQ3/>UK6)!8RQU[V>W])'=:-12 M@4"@4"@4"@4&KP=ML8N&TPM0XHW3*=908X;Y=91=8BSMZ^!8.95Z0:J'IK9#W-H;2'9.7QB!W MN,%A"G%:M^*(4%71@LX.4,IF#3EEDF-^/;$J`D3`!BBX&]]L:$P]W5&P\^Q- M[VL&S.44:#AOW;<8[DWM9Z0G>5HU%*!0*!0*!0*!0:M9JV[Q?A'+.#,$.3;- MYWF/8*0B;(5CS&C`FD;\U19"<65)\JS:ZUU96V*8OAH3+#<7$]1P$`S31%$%FF@+$3/$*`P3`LVQGC?8K/ZG83%4OS9%H-AC'3$\3J-8SQ^N(99M)ILW2V M;PMH;B(Y)#A-AI2)689GC$^.,TX[5JUT%RI M"X[/(FJ<$1S:X&,4G:TSLWV7MY_\JB7%D*;`.*O>_$,"*UKWM;AO69XX650* M!0*!0*#_TN_B@4"@4'RG_GV_1M^.]!P_94PACQ'A?K)MV6]`^->SV#>O)RE" M<494:IE,&YPA4459VQF>M9&AD2/I47+3.*G([L:I$)"(Y0,\/*#%8HJP8Z6C MM1T4]\2$XA=;XNXJN[7<5E/DR.41X$U";'7%I)"PM(>L4ZJ<+!W+=B#U94Q"RW0""-#X)M'X79M[C&"X@" M2]Q\3D[VO>UP<'!6>\+'3/\`M;VBG_S!^N$_^+VLW_@BLK5_[,_S@AXM_P#. M_P`R_P#^=6//_'152/VF7_\`/_K`,1^&0==]N&%DY$$//T\PR=/@IN,/E<@% M/4?)@IKB(C@(*7`AUW0)83^$\2?BW+O8OAM5C]3_`$9?B/[>N9O9O^#^+6K. M2&._/[5J"*-]UVO:H(\?NNW5D03[^IW/]F+_`.KFU!<.A/[HV%OV(]_XOD59 MS_4MX_F&WM8:*!0*!0*!0*")?R710Q/1#&>!*]'M+B2SJ3+VL6G=#$9P&\\R MXBS@V`4K$`5^$`[<%NQ?L4'(SU7Z]ZP9D+1K$V*LR[6OV7TKALBIZRK6B9WR M!)\98G:6]JF+Z;*G"&NS#X#ATI.R19N`TN3(<>OE!JH0>55B/Y(Z.D\UF8X[ M-^]>,I8ZSCUNS=G37":Y/SQ!,C:F3)MRVKR7#)^WL>JJIKD\*5PV%XU6S",1 M(F!CR6YI3S'>.WLM6&JTARH0@@]@IW9G\\N@&JR4%78S+.`IR9RR8,0;VN8TV*9[VM:Q(+&6.O>SV_I([K1J*4"@ M4"@4"@4"@X\TQ[Q_6QL,G"?"^9-5I-D2/^#) MC)8)=M<(5)<9IL,/2D9D@7.99T>"E*(`;Q?*NQ25#(8O&F:,S>/=UI2& MI]LN6I'M*L)$B"9R=N5,QTFKH2JLE!5T8+.#E#*9@TY99)C?CVQ*@)$P`8HN M!O?;&A,/=U1L//L3>]K!LSE%&@X;]VW&.Y-[6>D)WE:-12@4"@4"@4"@4'*5 MUB;4FQEO=NOFG)F=MJ,`Y2?M3<0LO5U.>!E\_3HLOS5C:I8MD>'3"8>R.#;- M#0YE;&H]1$'%4G3J4KNH<#@A`$M6GDMX](BG=9VU6YT&RKFS4C4/;V9J\78\ MPS",/;*[R+3X)+G=)D_8!EC\2E<#UL:TT#C,D1D-;/-EMI'*+!+$@$0E)0%' MDJBA`N(CB9CJZ7D2Q,XHTC@C,Y9(N2D+$IW$,+Y5,J*`>09R9H0&@XY0[7X! M!L*W#P7M:]5A]-!5S^6=?+N-C`IRQD`A^4`FJ1$3`9I!AB['-R2RU#:J+A!` M#[`'<078DQ<9Q+>#Q``%=8=[2G>%HU%*!0*!0*!0*#SOZUV&LDKZO;;A6LBC M7))%'-?F)[7P1Z93UL8.-2J5S6Z+6IP/2#,27`<8G/&5>]P# M$&\EK'K#RCZP!JB$B=.JYC.PL[RKK9K['M<9]*"=G<*1J0CRE&/V*0QM0J7JT%DURI0:WEI!@'=,$9*RQ_ZIU:"NT7C\^PQU?$9V M_=\IZ1XA@VCFSC;B/..#<.RJ(SFF-Z1J&UV:7)&<$9*M`XH%)A)Q0[7"86.X;VX+UOLG946#<+1;77$ M,'PC!G"2.$*QNTG1V(7ECP8_O;;&"7!S?]'VKUJ2>C'5/W?PW_':G>$R:XXOU]Q_A^69IG\<+ M=7*=Y]GMY[DJ7R)/YAM[6&B@4"@4"@4"@4"@4"@4%78S+.`IR M9RR8,0;VN8TV*9[VM:Q(+&6.O>SV M_I([K1J*4"@4"@4"@4"@4"@4"@JZ,%G!RAE,P:U@V9RBC0<-^[;C'?+]2UWK2%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%` MH%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%` GH%`H%`H%`H-V>KI_?(P[_P!X/_A9-ZQG^9:P_4.HJO.[E`H%!__9 ` end GRAPHIC 11 g31989g08u89.jpg GRAPHIC begin 644 g31989g08u89.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](G725G)&CI*\*'!0\2U1U9='.<>5?6B4JY M\=FP8N6=DR.[.YR(YAH7+S!D=+S,_6Y@0'FYH",=_!6XA)L`8H4-D1:Y9CL[6 M'QY3*G_'+C##3B5)(3[;#@Y0HQ*F,I=,3I!WN%E@GY3Y.-GF0C9Q[I(4+!]G M!9DH$8YYT01PFS=[Y"!'6;&,I9<4IMOTWG_,V\TTR3*`%J=U?L?0[L=;8NO$ MV;OIL&0F8]B5$8R90-\X..:(;2PA@Y@CMXY*OH&EE+=9_<;1CK^6`\"Y((8B M."IW=&J_&`9$0AST5V]V+(^P MDL7L?6A3G!6!$"2^8I9VRN\GH3V!>@@ MJ:UW.N#4:A;Q'JLT7?SI#)ERP78<6;52M]"DQY/BT2^'Z]>[IY)&64MT1310 MZWV\M-J>QZPQD0W.K.V=URP/1#NB+Z=CL/R;;=)B`Y<<7V(8'9(4<[+IA9X+ M3KZ]CF8F!JWR)6""= M^T`$>N-7NU2/6<:;RY(MENP_>RN8D3,#N.>7+F&?,0-A/F=4Z^F.$Q.5OD[X M_/D'ALM.9^1"3<`AZV@UX5,-W)/0;((R"X>>0?CY`S;`X\W)LX(4(VP4P@1" MFFDJ2\L93`KEO]?*I5?I]WG4TG#O>8I2WRWJ^"J8B>Y?G^XY8D6F#U-,]])1 M:E,QX0`[WK8]E@SW#[1#^T; M#R1W%800ME;G=XMKUT,Y5E&%MJ0I6,8SX8SXX%3NLFP],.U@83'<[@O^#&)*&;'R\K/@\*2[Z.'E9:9))4[J27U%[1 M.'`Y)[N7P%V/))=0&+1.P0;4@XILX1H27%7W68&-&6TIEQM+KF&FR74.>;T6 M'R&14[K:&Z#]H\#?G_(KN?"S99M"D./=EB20O8>+BG&\/=S15-0A?N'O.RG. M'GTL,H6VV[ZC8XB)W4['QS]R3C1L"_)?M1(YN!&GL#B]L25`2;Q#.3VG6D=Z M`11P1QARE,I]3/@TIISSJPVALU9VSNY8#X\.\<;--LD_(QR$7E2%8$^0)X@5K+R6%>X8<=)8RXIM"?%'NN+.V=_KY21"=0N_33;$9) M=YH-LE]_*&SWZ'V<+_9P4]X_(^Q)2#!RT*6M#@S#C6$-I3E+3!:G= M73.IO>D-E*E]TZJX3A&,DBMT_M:M(SCC+[S*4D([IN8?9S@=?J.80G+2$Y5Y M5Y\J%"IW=H/J+WI(;\Q/="$CU9<)\J7J'VC<3@9KP6.0\ZGO,C#*R1EI5EKP MSEISS-YRKR>90J=UF&=+>[L\5Z<=\@[P:WS4NO,"U7LW%>1A&'?,F+49W*,2 MXTEDYHE3:O,I8_I*2K&<^.14[KQI_33O!7R0#1^]XMQ!4^M!_P!]A-^JQ@++ MS*U-"L%]FIYI1C2\.Y\[F4*\,I;^B<9\14[KH?Z>=S37Q7G.Z:`\M$)>(PW$ M;W(%>:=$2P6QD&.[)5I?Z]AI3"L$)2TOSKRA65KPH5.[Y*Z:]SLI7['N[%H5 MZC/I>\IO9IY.&?$KW&',,=VA\J=5C+'IYQG&$^#GCA7F3Y!4[J>]TY[O9-?9 M&[MP:!L>+H[I%%[/N?L*W7$M,.O-=YFL.%MMHQESP:0C/CC./R^&!4[G\C/O M)_CPUC_W"=I?^//P5.[A=W6O+ASO-54Y4ZTSC'X%[2YSZKV<8:1G&.\^< MXRYG/T\>"IW6;;.KO=6'0V/GO/`H,4:*,E35'[3#BM.%IPTE1Y7\MXKTQFLE M->&/*C#A#S#6%IRYG*14[HM>ZE][&T&'.]_CP%)(,4_[R$[/+@V@7%FLN_;G MA^VV'U%C>"OGS-I\BB5.ZMQ747O#)%##8^05QM2VFENMN5[LZ. M0RRD=.`G7TO=P%-MO&*AR,$-^.\(`*Q%]^W9)$\ MI6%&O5+LF8?&LD!N./(C9+/4YP6IW7])]1^Z MQS`XK78C@12RT5_=*R%$,N1Z"'&B#=^F$$*]H(O&'GU+=== M<6IS]?\`F"I7!$]7.V7LL@SO;D1QM]YDHDH2L;F7(M.-@2`:A8TP;L?!J&#< M=-2ZK#N'_,ME&?*E2<*Q%J5V$=:^Q[@RAF.U0K6'C<$OOKI&Z%$H;]J^/D<- MYKM)%]%O+F/UBO44G'U1A`J=U)?Z8= MZ7&E(8[T5@9W.4>5_&O^T3WDPE:5+QZ3G>?R+]1&,I^OY/-XX^N,<%3NIR>G MW>]HQF.SWAIYJ\X2002[3NT@1"1'ER.?49`;[LO-$>T<889\,.I\^'MG=-G(>7>[%?%P7[5'HG4?M(.>P2_\`G/`J#8[Q&-.F"H_+AMY2 M%KPK&%>3"7%"IW7%&=3NY\P.Z5&=\*@8,PII#SS-'[2Y;;4\"))-I6I7>9., M94"/'PSXXP*G=V?Y'O>1)&&7>[]5;;>RA(3OX*[2+R6YEEY]Y&&L M=Y,9:]%MG.?'*LX5C\GAX<%3N[?\C/O)_CPUC_W"=I?^//P5.Z/K'TZ[@/$C M/R_?0AK`Y9(KK%4K'9-L9L50C+62"U&]V_3$)]]5G&$'(\B7F]9;V(1EI+`RR7$#K[C^];0-AMQ[*7<>MAM: ML+2A[T1N%J=U/3U0[4K]#&>^4\U@TD@5G+6OMV&$-Y2B1QZR1Q^X3Z'?;)?% M=7G"E,Y]+'D<>0^'F4)4[K;E.DW8=XMZU$]U[(07[R.!\'J=N81TQYT&84D0 M<9/>MI/J,5MTT1;^<(";0[[ETE"!RC@14[OP7H_V=K\D(4WWEMRIR7S-CCFX MHFUG3#1B):)7+R#L,CNWEP,3WSZ3L8]FA[++>6$MX,=$CR14[NP+TV[1KGC, M-=YK.S+&F/O,O-T+;Y#YAC,/(B^LF/;[J%+;:CHE\-M6<,^FY[+U4>LR0,1* M%J=WVYTX[*AF'V5CN[;)*643$MF,,T'`27Q&WW/ M0&S[K#I+[21RRP"5.ZL5#H_VC7(,+$[PW122S9AUP@S66ZVA'#I%P;$K[GT. MZS9<<^27%KD]CW:<$RX(A>&LY;4O"O)X^9>AG:S]3OB9X_J>.O\` M?V?_`*W\MC'CP5.[ME]$.SJ_2]CWHEAO*E?K>ZIN^3/45E7BWEOTNY(7I82C MZ9QGS^;/U\R2LRO&&W30J-<$,+8:_-&;PFT[VN M^-BXQ@227.X%O&R@AEQ+::E M5IVK?"^*5H,=4BUW%VW8XX2+,-6`Y0=;>UL`+C4Z\*V^<_8(D<-W[/EU#6=&6TV6T:.&M.Q\3_Q0"D/(&'[C[DAE#A"^N#'4"@E M1J"3A'16BAV'US.<391LK$H(9#SYGU>TPTPIV3@\2RR>/52D_$JRZI3F.[&Y M<,Y6DI6$T/3Z+.U]I^(QU MKS>KW3W3YQU-H=0O76K6L94QD#WN'6B1&'FLH>@)E"DN80IG#;Z'\-.1\VF+ M6=K\S\1.4H0WGNUNI+JFT#-J\&[$(>PYCU`Z5IW!0S![1I(;S18J7AT.?;I M^-=8>;6II?@.^RMP8J,>/6=N.;HI^$W4+ZW#IGL-LZ4DGRE%2QA6E^H#[AA: M"_=R+CIMAZ]3TNC#[<80A:S22'VTN/K?RKV93;RSLC-RO_"+IO%:*BT;HV*V M8RWZ`M@5J#J+DG,BE$?$%.YCG>K+9"BEL-8=]FV4MS,ACT<+;(J\X+HQVZ?`(KM4^1[;$ M%Y1PC@BV:[MD6'!5C+D@E$BY4.Z4>H_W%5G1!VU,R+X[ZXM@I*W(Y>)>2%3O MC]=5M?R'_D!:DCP6_E'NI;8Y?[`Z[7^WF?,.G$,G++JF^^4?EE]*V#L.HRC# MB5/)QX(=;/'@V!7+?Z^6M8BZ=^T][8?HPSWDV&U./;CLFKY#:/XF[2NUT^%& MZ5U7MI#SGZ.'NWBK.#9XD\LZ%\PTZB-+'-]<@9?MQ745,;JVW*;*@I'YJ]K. M*6"5=ZUK#80,`(AEY@IB&:TWT+*=6XI3:VSBUJV!(X\^,J:2,YX.M98:+]6: M-?M]=&T!N-D27S&FW$Y/#2D@E@5]]!.5C?:7&'G^F[$QCC/B0PP\/Z`;;"%L>HVA M&8]L?+"V14"N-Q7./E03:61FWT+\SH0[21%$JQ@I#\8^SY,Q!K_J.K>8'1XC M+?P2ZTVVTHYX2*EJC\4%$&U]]]UN$>5')6ZET]$:2EIHJ)DC?5RM2B8S`C\, MA3F7'2#0%BJPZH@H'SE8BZ*HVM3,"5AX@=*RWGG,I1C)"EM$H?48^:IZ3D7% MM$*+?6\Z\\K.&G7EE%%Y7(FR06XWC#.'G'"E->EZKCCOK&I>0XT^%E3N5-K] M_@ULOTU>./W9@O#64Y]][;.*BHD'H(!A0`RW7&VXY1&/24TH+"UEQS\-B%R- MC,@@EMF5%PRH+RCM(P'@+*,P\ MVVMHUIT>-]@4^M2UCF^$:*+G.?%0>,$\"I$!I01-.$>R*>26ZMU`N,-/1BT% M'X)RW[K#!`\*P2&8\0R]GRX+4ZX^L4AN6-$#MQP#A@^&#!S,1.3A0,D9'RAL M>4*!]-B/9+5#O.#R)1#S7IB*81E]W*<*9R\IB/E`O^(?)DY6*F'HM;P@L"T. M*_%$8R%'-FX.(B,.R04>\&7)2S;K12E#$&M+><\65Y8="=E0G0,,>9!D%GL@ M$,2K1<;A\`XI]1D(K#@[6'B?2">$,<;6KUD,_1MS\B\YQC."J>Q"H'FLM8$6 M,`TKW\,L="7AFR\LX00V0\TRP4"TRK]K%4M0ZT9QA*_#P8:"Z01!"4[A0<5A(F7/590X0M>?V(M4>1:(XSJXY,:ATY?W44EJ M2&CD"(#>`'F52;AI@[6&4A8=5C&,MM.+RT,:%W52.;/CW!(IU@ILMXS0*P(XDA,=C[0OVK<986M&$K?%QGW3(5J,:.9 M!';DGD/&);QZRVU>HG"OU$9?]N)[I3>/IEWT6/5SCS>FCQ\N`H6*#)#.N#84,O*$.@%%B-80G+*WVDX2M3H_@I22PKD<&X&RM+ MSR'WWWW"GUMCCC-^L]Y?,E"&&F\K2GR_KW,K=5^52L_3&`[_``'`XG7D,^GY M_/\`LCJ&4>1IUW\]SQPGS>FA?IH^GU4KP3C]7..!R\"GFAX>8(R,GTBW/(XA MYI[V;BR&4^`ZG2$#D^9+?AC'@XTZCP^F4*Q].!"-\68T&9*9084UF6F8@SSI M#RVVP6PY&Q;+J#H:2P;E&$R8@P7'6OW(MDUIM(0 M0

.(.4U[8)M0*QH=^+`<@XW.&5(0*IW#*_#+:6\MNL,X9^W0P36&ZV7A1S M!3[PQ*$)9:<:2TRWZ"WD+>8PL9DI6"X#@.`X#@. M`X'4/*<"")+9!+DW1V5NMQX'M,&F*3CQPP-[XH$/UG/R8]1YM'C^56.!:[,T M:X1*.N1H#V(19N/>N'CB$*`R8VES`Z5():;SAD)_*U*?0.MQAI"W&WO*<)<:$7($%N,,-86(X6T8(:CS+^TR*QVLQ[K;^7U#^1QDG+K3"D22* M^%QUQIG*'5Y!42\XW(QSPCDDZ^&1++&]-#ABPPI`IAITM\?&&5C^9;N6T^AZ MZ@VS*BG3$E,OAQ`9J2G1%D/OBJ"6,(X0P_A#,B![F-\(I;CH#3SA"L+2*P/E M?D(0"T;+1\5V&1\/$#F"*9+RO\`N6L1+'V] M;DA%OY\F<$E*QZJ4M.D,(6]P)_X4X#@.!;D\$>:*8VAP7VWI">W:7XL9:)0< MP^[(DF95ZK.(]MG#C61U,O)SYE(6EW#2T!#MB?A)R$]23(CHF11+A9LI'V%Z M2>*$(*;C!V?;9!8;7D5#2DIP,@0`$?9;7FCQ M2B6HTD":?*9!;EXQ@216P$4VJ5CIG/KR6)%3@IQ9THG"5^Y\Y)9.7$/MD3K% MA"NLOD-FKSXX?=;>$=29CUAR4\A\CS29932RWC2G?V4A]U:B'7%O MD//G'3X=G#N6V<*2TKRHRIU*_32/A*$(=(2I"W28CT6VD1?F2Y@H-M.!L.H* M&;$Q(TVHIDMD5UD^-=%(8(<1'9>>0$.0WD9F='CV(UB*0($3B0+(0X.RC,*2 MA>?`1,6XZC%2P'$/*#LHE7G1RGQ#&(_)K^8^#2UERT/(KY?D)(S:1I4?+K+: M,Y>/DV)-EM;&";0MG\.P\54VE1TG`%-E/"$D/(9<[,,/X4X_AR007EW*U.R#I32*BK%,"*-02V(4`Z:^\0XG*6 MF6)98ZV6'I(0=L1]"@UYDQDX<0O+#WG&>:5Z!,:N>BO,B2ZS_/\`<-CRD^GG MMA96O4P";EG#N/ATJ@_D43B&5&I5DC/DQYC4*4KQPEM;F%#HNC'[_6S."_6_ M<5=^R0DC?\`TR6EX=H: M3^SMO/9W20`\]E+0;>7'`G<,$21*LMO!B&!39JYVEU$[?[:1T?A;WQT=GXE) M+SH3+`&T.F-OE(K[@])O>^R=']G(P]W*#2F7'"5NN/I]PZXM:B6B2S1<[2H3 M6\M^--N/$?'3W8DQWF_V.`PUU%#]-MD`]2FWCWNUCPCJ3`I)L#+66,-HS)OL M9:7'LRXSY+G.I5.&WSVS#-*(`^.+ML8J)>$.;3*7CIP*"?(.S"6GSF&)_M8Z M?+88?#)/=0\5@AYI@=Q2U21C,DR6YVEU1MG][!H\3P^,W:@JEH;6X-&]J.I+ MQH;I9,2AQMY.+_`#.*$RVXMQT8IC*6&7[I\:O8- ME/MT,---]ANDI>6F7@',NI4VYNQ,?@O+J1A'_%M0SN"B5*:6",['29,=E2>V M+VV+**>+^/+LRMLAF4PZ[^ECI$46M\A^6P,ZTF0[,&!N(R`\K]C-;+3G,EAA M_#Z,V+\1#':?Z.HG>'<",/2X-\=7;$:=P.RW)$C;"Z?'UHXL-MY_$JV\GMN] M($H):&+?<86ZDE\A`^,O(DS<2&"X[2J6=T=K(<=XXSXX.U9!LEZ+:7(;8_2J M6.`<<>B"V:;=>%;'SYHW.1LL,H@&(47.RF!;N["IPR_CXZ^ MZ@Z?23@=A!_3S!#+?H90*VXA[M2D!MQ4<4.TZTICVJ'))X=QI08TP.0+G9>L M#V8['1SI?W?H?WN<41'/#,%@&]3#7V5A@%8!RV]+]K9-[RMDQN,L()];*T.# MY(RZ63*/%BYVE+17;_;;XK;*OCW[R#(=>%:?(&5U-P;AC);3!B\X9[/K4TG# M`IZU*9\CN6QVLLY2LT/SJ.Z=I=9OMYM,J/R+)?'AWAD9#QYI8[R..?M"A^O"C<,HR8H3Z-]BU#J(-8;%5Z6',Y94:E#F4J'-]L+Z2Z6.TVRB5M^QZ3= MQGCU$%M`YD(OKQ%1N&RSTH9]^A[LF(QZ(X0KSB77U-K0AKPSA+I([;POI*-" MNQW84<@Y37Q^]KW"SR$G^FU+=4#(INP1Y(PHN9%;_:MK$G'M$JPVDG&<.+#C ME/H6A"XO`@OHMXWL=V:Q$$`N=#^X3P![SS_L(Y_J&M]3;H+AB17&3.SV0Q!R MUR`:'1G/.%@TC+3K*PH^5014N=I52%[*;Y$`('E.B7=51V!8T?[P.WU8/>(C M@!I)DF.*>E>U1TZ4*C`KQ@^,/X,>2X,R\XZ>00Z0+G:513V/VR,.H1'0;O*E M"BHU]&%D=3S'(EK*V7O.I#6.S!=\8M])<5P[9W7#9(7\C/O0-YQF0LYK]%TW(^#DR^[&J, MP?$;X(SY8Q@`E^*B1676A M]4:H%),*8!C<9&$C0-U.A,NN&R;`V,-N9$0XIU?J^U$,('J7TE;4GW@F"QQ6 MW.E/R#8<&DGSASQ-!U)+^$I;GG@L(:_2CZPS>8]H?*O.A+CC9C8SJ4$Y+8&% M])7G?=0LY65IP(3JBGU]OS-#BNO8S+VO9L#7DX; M?-:8PK)F$NN96IK*V6"'6H7TEWOY6%R_9/+TG[BJ2AOU&U8K^AD^OC+)3R,- MH<[`H<;6M*!\>5W#:DK,0E>$J8-P*+Z2ZC7;VVNX\Z>D?=%+6'%HRX[3])LY M\C9&&5O>W=WT@S+>&4.O8QAO*UMM>"$J==';>%])<2^X=G:=8'>Z2]UFWW6D M.N(11=0%M"^=T5G+;YP&\2XY;J'%D^.&GG/S0EKQXH?!46+Z2Z)/=*?;PTTG MI)WD?=*<]LV@;66M<92\X``6UATIWDT-K\KHTF@`7TE6E=WB M6E!>ZZ;]YAVC'R&77DZ.B9!,>DJB%Z?=T91]H?!*F"=45*I84E;3BV6VS+_LJI M1SQ#KBQ6\MH>4MI1F,NX0@:06'%OI*N8[0VU2GO+TZ[:^DUZ2L/*@-)H2\VX MHY2W&67-ZI,5Z`@7KJ1EK#N$ MMMIQE\D1E\7TE%LIVTL>%YB(SHKW]@'I-M`[QL)1-.-1XBQ8X*-\CQ(.^WQ6 M'O0D714%M>?"7(O#Z%+80&Z_4OI*.P^PER9*4X/TQ[ZCADH;<:AF=9:G9PD3 M`L6W&`J**WQ@,5#+4K'"J96K&&6UN,N8P+$GNB"_5*8W=2T,1##>.D_?8U*! M!8IEQ[4.NG2\D`HF,N6)Y$ON061?9*$C62L))0@E67V&"%D@BE&%N`;F-2ZE&_&,DY20&*7I"@OO,$'-Q[_P!O=D%[E:C&VFI$_`J5 MN/):'\'UK6D0?!&%'=.TNA-=I-A6D9TR)Z&=UYI+0Q+1I+]0T13#'<>F)SC!"# M>J8K7ERX-D@DK+/;9HE_&#@32DJ2M1+GLV7\.?<3PBN"YO*?KW=#].?9!IMD M@;X]^XZ7C9(5YZ+'F.I@"ATBK$CF4D$L]JT1*7&6G@T)<1XL);CWW&DLCB0* M8T8N9_L!V47#NBM_'9W!D(]\LG#8Q4ET]!+%C&Q#BD9T9;+SLC&%CC>V M\JA,$2*QG6%""RXI8N=I?KF^>R[X+\8=\=W<-]Q,FQ_KO^+NII>6AHZ0A5() MBO==J523*&SP#S67<+3)+Q%,$)>3)2,:8P+G:70_3]V7VDLB`1;$<+FLI?)6\NQWL M90;^;G[F%@D#NN(\TYTQ06>.MF=?4&['K[0$!-X?'(&1[-YEP93LTZPZWD4: M;$.%SM/]%WUOL'V$A\#/O_'7W%)-]L:TV^U:>I@#(.9604FP&2#[?:EZ>EG6 MTLR)(S.7EK,4&(ZXXHR0&(P+G9,M;[,;\0&Z,3T$[;ON"I86X=/7?IL@@PHF M)'D"L#X#[*LMY0F6)R.I*$(897Y_1PD=M"$Q;G9=8?93=!0@Y;G0_LV)@EO# MV!B+=U,28RVL:7)922QCLKGT",I'CVUMY5G+;QZTY^@CRN"YV?;G8W>"'&TI MZ']CW$95X/.)O?4G&&L8*CF5J0E79+"G\8'6>\G&,8RK`C2?UQ3>$BYV<3F_ M^R#R6W8_HGMG#3@[:O3F]Q=:(PU@K+(6'AR6([;,Z,EIDTAY/JM/O86..IU* MO=:#<*Q'JD2<8<*04Z\.-CU63#')`2I<[+;5MWNJL=QW/QA;F]V6D7"V MU]E.F*\A&(C8=!3C9K6UACB,N#?RG>E2D#$X%L2!A$NF[5<$;)!:<>4T\RW[LO'IN,#.C M3(N=EHE[$[WJ-@TF_&IO20"&9>7)-1O:#IF@9?NY5]Y8P[,CM9)#>!0\$K;; M?(.VO%/D#@MO)+[-]1B?:G,CP\22^ MHN&V7%O'"+>%R0I2&QWU@A86WE@UR#;J0QV=L*V][P7"D?S:^TY)Y]QEULHW MLWT['&2GVKSPXI)`U_4_E;6/;!F.H!<%:?<*?&">$%9CI-@?ELK)EG[QN+\K MOQS;&>#^X))5B&[2]70CG@1%.*2*^N1NSFIA*"$)P28V.^\\PU*&31 M<=E63;N\&?12GXXK>P[X--N.N=K>MKXS:O-&)(>QEF7%.6TAQ9SC6$Y;?6V* M)^R,D&Y>@!CLZ/XL[U,X4ICXUK`Z8][=?JJ[9]:01?.H;.&V)`D;W!&68YU] MAE3K(B\>FP4XP.E&(X)A@8[.-,O\C#[`;\;\>U"C&R%R1)`L_P!YZ3'3(.5+ M+?BDNCU70M@B69,AUD!9;K,D9E@GS.I?+=C!'Y!@?ELIA+7R8&&>9SH=HI@7 M"GA$+_EU#%82&\LD)]U4(]U:Q&.#NP[*\>U]1.'FWA(UQ:0LE/#L$QV?DA_. M$B);4]\?M5F7),QO+[\#W4UM*&PB29'S^^*>MFH*:7)OB5@)O$@0(:+('RJA MP!WA0QD3B"X[*^)L_NPR\#$G_&'N`*,C1(MMN:B>R73R?)4M-A)?']-MC:VO M7&W:W77'3EJ88#=3*O9!C'Q%./SI0QV6H5MKM:&+&>G\7G;)3HQ'@3'M;`Z. M&NE^(L>"IETP3M&)!#CHS]O`']`9N/;%;(7[1N*CPHT4F.SLD[H[$,'N/@?& MEW-:&<+>E'WR)CJC)K6X08:2X4`*YVP6\*^3%/2)SC;GB7B1G%,J4LHFP.2Y M<=GFU)V=M)7SNPLYCJGV&_%C7:>SCKULH73OZ04$Y=4CP`2T9O\`)Z%]7?T\^ZO\".Z_]RWXI.-%CS^NC?%R M-G`Y]P]Y_0]IZ3'M_)ZGN/6\7_<^MC./2]+R^ MGZ?E^OCYO']3@<_`^X2;6$N>3V^4>*O4 M^G+HQ^[9=JHGA M6<97Y%>'CX9\&A'G]=&]SD;.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X'B(.DH)/\`6AJL\O,LDQ[OO?H@9.8AG.7G MA_B'ULR:0C./!7`\GVY_ZRSW/TALHK3.S?C[U]J[8]>K$99[!'VS;% MJE6)B/DP0IV-DZBT-4H#W->FHH$YE@[+[Z$/OY\$O%QZ(V8M.??,9P]*70SO MWH#Y#=*!;@T;8AW"X]8L/LO7)TA'$W+5-R<'R\_6K0/'OOL/#O\`IN.1LF-E M&O#(Z,&J\"E+;'>4 MQ'(GK4,1RF9J8>J^),(D8N-D"XPZ$*.CPS"8:36`Y)1!!0[;[T9(.11LE%K. M`<7EIW(Q)`^7$9RVXM'@K,=%0X#@.`X#@.`X#@.`X&#'>+L'V3ZV4`_:.E=! MT;==-I=5L-NV2U8=L/:^M8<;!9$,,:ID2[4)6`FBHVK,R@)M MY+Q2'$5F9F,8:4]%?/QVJ[23O_QXU2W3\$'!&&`']HHN$(RY:"L1D)&# MA3FNH60,==EB<-J=9;6\R.-ATL4)QTX:%4S'.9RA>#/]8;G=-;3%U3WCZ+[' MZ[R+@U:G")JLW9O8+;E)G@CL.WBN0LK3J21K%IKD@-*PDY#GM8>$/CI`1QQ@A MAU&?RXSXI5C*58PK&<8CHU&"_+V!_.?2/QV2V@['&1PA)T0G;J;&J1/#DHZH MQ]I:GYS7L;6RR(C7D\Y."",3)$BTR)YV'W\>F:C`]IGNQIN=Y&EA[/NQNN*! M:;Q'4.\;/-K<8N1&H.M@H:2O-H<2ZTUB.K8-@G*W#$GYP[E?E?.'3Z:%9QG* MO!*@U9],?E_I'<7LKL?KT'HK8VH5T.`=/3,['E(1%B(L`%CK52EJQ.4F%3(* MKI@T]8T-I7B0+\K/MWGTL)-8QRTS'*YIN(Y&C@.`X#@.!JC^4'Y*GOCT1UJ1 M!:WQN.P;EVZQ7;!KR%(->OSFL0QFHR>G:)#1R77I"RMW&S0(0*'FW6"RC$A) M1ZY33K-AGE-,>+#\T>R=?Z[DMK[3^-[L-0J!`P;\]8K"9L35#S4.(P%74.J? M#.DH:0](:?N,4R0M;3>!XTK,@K'I(]-:D[]:E5='?-Y!]E(2W3ND.E_8J["T MQUP6:2JV:`K;@1JQ=CR(`AB+-M:)=960#26$O*;2\@4QV1&7GU(A[UU'=M"M MZ9^5B[;E[^QG4XG0]BTO&1FO;/(WFH;<"%&V<%90[=4(FOV2.GJM9)ZDJJ$C M&6/P8&3A]TIY6/$EEQ;##JB.5S3=GR-G`;"'=<0VO*<(R)P:UNB MORS53O5O.ZZPJFH+#KNIP%&8M]6L]MLT%)6>UO%V>;A4@'4ZLYE&*LR%'5Y] MY\E<@8+[W*A$N^9MIPNTS'*VW?D:.`X#@.`X%&LGT1$S8%P<-*3"8 M&N"-'V&;5&`OFIB($%\D-DV9DLL>B*TMYI+CZTIRM.,^;`>?$;Y\XJQ=Y=5= M/VNK>X-)"R]LMT9LN:[&14-4-B"Q\;KR2M5*"K>LQ;..1M^\!P'`<&]_ M.S?]X;?LVDOC+ZX0_8?%;(#;-W]LBUR%;T\W'$+%$;M#,5"A)GS*G89>3"$K MA."T&6/W3!082PI.MOV"UNY]]^+N;G[9?/UIBHO[!"ZF]4=RQ4,\T?;*I087 M;L-9H*)R42/(H!7;]@1$99AX$BQCM$&CD--+9KOOF\9CI8XVML%F><1>#*+X M:OE9*^4#5>U)RZ:]A-4;9U%L)53MM!@C9PMB,B2X>/?ASSD6@.+GPI$R<&F! M'!WAFG!EQJVB$#EH?&:2O&9G/-N:Y&C@.`X#@.`X#@.`X#@.`X'A;E1BT_UH MNAEK0'@%_P"1/;3`ZT/C*/40+\3.E5&8*&0\HQD9"2V/04XVE#F5/>GE7D<\ MET9_9O.VM2EI3G'CA M2U9\?KX8:$>3>1R-'`\@/R[=+:7W6^9[2^A;1.VJ"3M3H<>D"Q50F<))U[;( M?:=QC*Q>SZ_`O2CMDB8]$D0DN)+:B@)$7U'77L,ADS->L9.?*+Y4\[\61\@G MP5]YCP/<"U/:$4PPDE4DFRV?3'9?4YEJ#!9D`A11@Y&Y52QE$I;:;'PW.0YC+C0Y310H\F*=>/*.46U.?#HW'B?( M'\M$,F38)7$=]=[D1D2LR"8P2$"UES`SK+CBE M-E9<2G'.?5N6[B]^^N_2**J2-LS,_.['V=,@573.B]:5\J[;FW+LZPL=)=+B[[&:X)7(2FM=IW5L5N,LY!0\FAO+Y,8B.B8>0<HOS6].NX.Y,:!K<;NO4>V"U'MPE4WOK5VA/SI8:Y9Q$.* M2/+3@L=8BX^$*?;`/4(^M0[PR<*,8>';4L<0A469J+E MJHDOFZZVXU5=-]4_2O:[8VAZ0J33([CJ>K:ZW23V8R.B3G9:*Q8K]`V8BK*5 M8XSQFG(UJ(;".3)+)3%M/F-6D[HSQI.LM\IW6)CK1"]NZE';EVCH8@JQCW6W M:YU3/S!.G&J@UENUG;AK\FJ%GJ6)5IGPC97S#ONQ1:"%&H'&`D2!)2]T5>BJ M=6ODRZ[]Q&)R0TK&;-=@87#L?T2174/L.^FXMISR.MY4A7D=0I.?#/TSC..1MBSWQP]GI%V^PP MV^Z]GK-O+#38PIII"UYUK9,)2P)&P5FD"7B7&'F[C#NM* M1-(9>1*Q[K!DF'(Q4_<-2Y<)QN59_K!G;+0G;K=?7;7W6(V.W+.C'QUMI[.R%JA*GK>-M>QK**]7YZW%:S3.VF):V8^Q"P5?+DC\C0+[@+0Q0SR$2,?)A!6F>Z&C?XD)N"NOR\=Q+K4 M3(J:J%C-VC8JQ/P;XV(^QU^5[%P$E"S\88()0QG(4V/GDG,>485+[,FAQ$>Q M]Q41?[.3'#RF='J9[-]KM"]/=9*D9:9DG4J=4'"PL MXET\$66978Q&3XV*KN$PQPQ:VS"V7TLG`8]/+DG&-F*)Y1=: MOOKM\BO7#LALF"&D3M3;DIQE`NA`)D9B=$*AF"2#H>P,EU]6 M)!C()A'N04O/,^H@0S(ZB.43-:L[.%8>[PZ4ZDWAN&C]@IL=YC<>N*H10:1: M3\/6*+J%4G;`U+6\RMTN2,341K_+!><42<+$.6(WGT'6"HY\^/.),7CJQM^9 MZ)APOBN[BBMBAA""ZZ9D1DH&%PVB6=O==/P7YG9&%0.8=*OJ6Z9[P5Y#CRW_ M`%T.?LF+&:<_&6E?^K21X/FW*@X'`Q&;?!H9'*$80`2J,KDOD9L1!`E04U*P MI4`UCTD1WJ-)"0RD$),9BNZ[2S_QO279.GFK9OM=4NY(*2H/<=E9)[#$; M%,.MK+(9PZUYQ,TC36_R!]?-@;5@M'RB]@:CVU;`DG4RC[KH4UKR1N:%L6&1 M:%JQ\@DB!EI0F"K)<@P(@O!)(PY:64./QDNS'J.Z,F94S-1%=BI"=GI,&&AH MH5TZ3E)(ED,`$1A.5O$%%/K0RRTVG'URK..%:V#/EAZZ.42=W!4*)V(V3HBO MQTE-D[XI&I7W=72=>B9`,`NS5>3LDW6YRX5E:28<<1)1&9 M"TSW1[,K^L?:K2O;S72=G:0LK\[7VI%Z(DPY.-+@[!!R32$/MC3$*>A!(J30 MGFR!G4^=@AAS"FUJ\%83%B8G)Y-OC)WMK/K7W2[6[.VU.+A:R`N^1$9$1M>F MY.S'37Z?-WUR&H-(J,>##S5IL3LE%FCX8'"-,$&!>06P`U$2T71M2Y\9B)FV M^?7'S4]+-A[=JVF"'=O:XM-WM*:E5C-K:PEJ-#2$B>4S%5DDMR3)S*P416Q%E6.-'>4VSEMLB1%;6I*WVL*BS,1FUH4 M_P"?_IH]I2&V]L-ZUPTUL&R;,)UAI*AU6?V)MXW5=(M$M686\7@","'I]+>G M_L;Y1/KS'VR+:23ZQGDB9AT&TS'.)BV3G4;Y>>FO<[8#6J]93E_JFP9)J9(K M-5VU0I&@R=O9KJCOOK=?040:TJ3A6H]U1L:6H24"=9?&(&:,#-'&4LT-JVN,I5#J@K!4W8)53V665&&C1D9'AAALE24Q-SDN:.#'1X M;)!TB>0R,,RZ^ZVVJ-9-:>?F1Z[-:\7N(K2W<(+3;,.9/$[4)Z_R&*D-%`," M*+D'$-3[MB--C>F-TZP[":WK6V]/ M6T"ZT&UCD.Q4R$T8$^R4`6_'3$'.0TJ,#.5JT5V7$>!E(J1&%D8P]AT8IEI] MI;:8L3$Q M<)E.,/I.&)4)X!QYA$.W9=:.<^;V:]C.SFBNH^J+!N7L-LFMZUH58C7SBY.P M20XQ4DZ.EI*8R!CW74G3LP4\\VVV..A;F5.8RKRH\RL9=)F(S:VY?YGZG6Z$ MQMRT=&>^=:U0U'U:P6&URVM-8_>JC4K7&W">%MECUI'[@/V8##@5FMCR9G^M M.7@P22G"$,_:9/`]IGOWB6QSK-VKZ_=Q-:,[=ZW[-@=H41;L6QNQ-]>KXM#Z[ZEBA[+LNPE6N8&@J[F0H\Y;8+%FJ-KV_3ZK,Z^L$ M&]8[C""R(MKU/=MBAX9>#JR2G,82M8JG"F7\-JC3U,J3OC7!?UD^@1,=.;)/Z[4J>^F_R1:?[P$OJU)K7?<#6TQDH8!>]CT6"KE+G)&&'JITA6 MH*6C;E8'Y&>;BKB&:VE+&!7Q,K=:?7A/U41RBN@`9FV4V9',-CSBXJR&S<=[M M#3J1%`#D(D$N@+?'>L,RD>+.2FQ->:C MQ?8N^=0-EZWVAU&[/TPQ347J?L"BK1C^Q!&E,,DKU[9*_/R\%8Y0=XAMY`3; MF'#XXE@T!1C&2,C*(Y1.&K&KY,/ZP?U>Z*'[7TG18:V;E[;4*.>"7KS-8FJO M0J=93(X"1AB-B72PMPGKP"HR9"D,9@6Y3)8Q#:4NM>9;C*(3ESB,-46[!_K* M&B:/3P)/7_7CL!VH=J=4]WNW:&EJ9F%T%2[3&5DIZ=`"V#8CI0`X42YLM@E* M'>-$CV,E*2:80%@D6NQZ/?LE9N&O)`*-V)JC80\/' M7JK+DF%/1LKAB%F)J-F:W)+9>:8.&?4GUF%MNH:7A*5)BEX\HY1@\SWRE_-/ MV!L_>CKWUXJ6CM[:1TYI/L%K/:DCKZWU"=JV[^VI5-ON&JSG&O2)^GGXT].2 M`"B(:%*,:=GEI&(+]%3K"(^Q#'+E-Q&+U%](>_E:[FT#8MX/TMNGK(5K*;^W M3]-[(UP"AVYZ$_#D;9<7H.*1)R&,4Q3$@L;)3KB%-&ADLNH0IG/FE-QROHUW MU_YWS-\7K;8'1_HYMOMCI_469&/+W0%?ZWK`:^66KU*8N-X@]8Z_L=>EKE;D MUZ+'C\CD):93(YD&L-I2HV!3.*3OVAG)\_DGHL]+ZQ3+4;:5!(>"VK MH^Z.#(O-$>3*GQ04IG#.&D3E3G'`%9#DF6FTX>2\$2V-)!G!"IBEX\HY-7GR M%?UF?J_UEQ.:WZP5XSL=OR(L4[4IT&U1URU1K#7,M!N-@DN6Z=LM9!G[%).2 MRG!PH>'%6^>X/E;A(0+KULQ=;`6#$6>,JT?-[!1;;*#6Y]PB/;6`R>F1EF<`Q[IREMD.*.^,GHY MKMAA+;`PUHK%X M2.UX(0QA;V?S\N_L=T<[_/ZV;CNO_P#3A=I/\!NR?^H_C\XT6/)O3Y&S@>;7 MM4;%2_\`6'>H400*^LFN=.Q3&>6GD68B8J7\\Y4CW[^`#OS&Q+ MZ\"3@;8[&%X8FSM+=J]/FRHC#T@-Z`:RSX8J#LC[5>L++4UK^\//QL MA"!XU^!.G`RD60ES*`;*YCVZGG7B'6G#8V2WQFYM)ORR:6^/30_>B#[Z]M>U MFQ!M\*IE=DM"=>:>$Y/V"-5JV(D6*(+6J)K.'AMC'05PV2DXTF=DK17Q&SF, MC(,0X,$?!(7E43AUI9K3PY:#@,>!.%&9) M9=7Z[DVV\\H^:M3X>S43_57M6TFQ5;<-ZG*U"F6V!V+*L-3S<<^W)$,0U*U, MW!Q$O(-4Z/#-A(1ZP$$AQCQPS""V0BFPGU1L>FO66?\`C=#Y0Z93M9?.)U(C M=;5=FD_<-?=7)AR)UY6C(%F0Q4=B;+J@SRWJMFOY95&T^M1<M77QP]N*UJ]J&9WC)#?NXB5E[-*RQ5.819 M(H\LRN%@0%;C3%CHRV6\Y[N00B7I%J/4LEU)I(H46U:: MEL'5K%/+^[J'=%E=>/13D"W"#Q0#0X%:C9Z*RLN1`&4ZMV5-+***-.?(.?RZ M1$4M?K?\776GK#KS<^EM>P9_Z)-TPEK@;/&R^'C9MT^/SY%]Q?'EMXFSMUB_7V MR0=2`F8E'N!K=5'9U_7,Y&ABUT$9->V9KMO$D@H!#`Q*VQ7&&VF_6219RMCC M-@6R]2T!JO;+L;J?& M)VU=I.Z6P5J``]-IMYS+930IKI-BC<8S;C'<9LC`^6'.L.]$ M.^[8CB1O35K.RX5E\>7A[#%OM8QGZI(`,95CZ*9*+X+.NNK^V>[ M=H:QWY4J]M:MOZ\@913-ABA73:Z:S(WDV.FA3I>,F[`B4=G3'W9/VLP-F6+, MD,2#LBZ7.FV'4N7"(F:E9.^Z%L#XA?DO/7"UV0_1_5Y0BTZM',R9+*V'U[N? MM8PN%KUB2+'3#-J@A0F83!:"T',3<2!YB/,B#+A&<),=O)[[>O\`?]9;3TAJ MG86F78%S5=LH=;E:*U65!9A(ZON1C#8<*$W'X0()F!]+(3HZ4HR,\.MI24J1 ME.,NT3<7#QWZN`BFOG^[(5.N1K%?1#W;<9$7&Q)?X?@_>GPM7F2'"XH!QL8H M$TF4E"G6WV)`=]1\PZL%P8J7:D-:.<>;(+^M$;,V`RKKAIB.EY+&N9:I[*V= M,U.+.D!T6*]5N8J,!2I68$CQLN27X5?FG'(EM+BBD2Y33@`Q$FD!')"\](T> MA[HMJFA4#KCJ-ZFUJ`@8@FD1#]8CH2#Q#QL+73XV.]%F)0[YR"AII(:#5&+< M=]TAY&&G%"H'\(W$8/-9\2L5`5/Y?>Z5;I%?CH&OPXQ[5L<=(.8XA`;@6'%9WPU=$Z$'UYB>Q-]U968#;Z MFK_>J)L"OUVPNRX5%F"W,054LD#(X!ILHLN"P4X*,""EW,+*I82\VE;C/$G& M,+U:Q/B!`W-V@[3]E[30K/3*KL:PU"S7J>LNQ-4-[)DK*/:=AS!]GKM?_$&Q MZA)P,;(V5IZ(D5?=#5OY.+:/PZ^N8*,LL\8N6['>'Q9]QM[]BM.]BK+V/U/! MWG2D]2EURQ4'KR'1#YJ!I%J8F(V-LC36YK'DR*02#[EIGU%>BT>I>&_@"`^Y?8H7[SZWWC[3'?=?<*!41]R]FS[[UU1:&XU3WNO-YLCI2QE M7CZ>,(\,1T>)C4VPMS]D_F:V) M<46:MC;3J]N[0ZSU\Y9H9=PKH=4I#MJH<'1H>CPETHT@*@BLPTRS@PF4^WLG MN3'N?4.=FQ8S6CEC//JW3]I_C@[3]P9&A.[`[`:>H9NK6\+H]^U?H"7K5Y;, M]W7R&')EU_?$Z%[:N6"NAV2%9%PG,=-)<(&<$-#BS42X:GCREB1\^>Z=MZ[T M!U^T'/V%XP#9=6ODUMA4=&N"1E_+UK&5M\,"<,P@\"3@(]^35(S,:0*F)+6A MIXE@@1.8UY"<[JFYOIAK+7&>IE"K8L57[31+CJ.FUH@*3<.L^)^@$4".!17[ MGBQJ*]]F29ESWRQ<7AYX@@@B-QDK/43I1J3I37K%2M+)FA*=.S!T M^X%891=@F'YB3*4Z^<=-ELMDK]A$LA1`C;>$)Q&18GKY?)2X0XS(B..63S3_ M``Y0<#=_DE[)N3('W4ZK#[A`K5F^WM1,S6G)[9FU*Q+S-+FHK[9,1!1=/;C( M]$@PH9I`+0S#`0XK48/$V6.-6EO^LTQE!U]K#JR3%TB-9GY:3VI6@I6/KT7Z M[L)6J-!NLP4U97PR"XZ`"B72E^3.5LK%P4R\V\$0<,2@YU@SB[_UZ&V)\&.P M+'L&)"OEDI_6^NW"`L-K&3/S\-9JP?7R`+$+,-B(DPY<5,6/#%A5_5Q==ZOMNI9&VE4>,8O4%9]@+M-E;=965;9?,I7685B8 M)=C5RLW`5FDDPXH,$A8"(D M6]-3<158F*C8ZN"RE:ZU7^"?):`C!0LMR1\`%'A$J3G+ST6(@4ASVCS3:+HD MXOZ]N"9IK4I&A5R3O4W?PZXJ<.JST582UF MQ%-`FF!5'/%^0%\]([>1DS+JI"\Y>G_0%,K@NB:O5%T^OQE:7`R$$U7!X\%4 M4[6B/6C,!OB)0[E;!\4VE#[1+A)"L>*7WGE^9:HW&3R2_P!7_O=DU5W$WMK: M*E\AT&Q5@,0[7464<73OO$9L8N#K]CCXR+;("CIV/JI8K81&&_<:#0`[.OOO2$9]TD5M7*PN$/E0H0[2',R[?D%::;;1 M'M-MABY=(R>(S^KK[1NNGOD/V!KJ,E960UMLNG6P.T5F)'`;'-FH?9L(!2Y9 MXB4Q$P@ZHXC93Y)"DDD&FXRXX,^^0:@FZ:G)RX3^5.;OG1)OKQ_6(&-R=EXV M=UUUWVCLZMW*D;8.J?XAIT[%XTM7J<,K$F@B!KXT73MAL,YEFWB!GHEQ.)$S M"VTIE6T9'+#GN8CSWQ"3WR3 M&#Q?0.DD2*6N,88M8OQH;,MOQO\`RU[KZ![%:(:U_>+FW2:[/9)(C:>O)L2- M:]#7E\AJ*(?*F+=1Y14*0R8286[.*RHXPE369!JSC%L<9[>7:WK=1&XKLEV< M['=K3HEMRO66VOZHUF#,%M&J[2C8:LP MU[AX=B&LYYXYP:(.,!M%9#&=D2'(\6.R8DI4Q!.,M2PMASYY6J']7!OE7DNI M%KUO'DN)LM%V!9/N4$W"&1XU?@I"]O#"-(Q'RB1F6UP=<4R0$9'- MQD4J(*K5;2O"<'HGY&V%NU.X6JE/=KM(ZAV`Q:NT77?05KVC9]=U6#EK#-4@ MHFE.SE!:FB."?CH8DK)Q["\NH&6PAU:27MF\"'P%T7<'8_N%N3 M-<[.6C4>[+'&5RX&7S\/ZKMT]P^L^V&W.]]JMV^-1KI)]-MX-8UA1)A MIS7UJ.V16X`RPT'2E=,=%#LLW(PS#:F,2,7+2V^V;N\6"/];W M@$Q],Z`3!S%?D+X0_O2$L]RCZZ+$R4R)!5[5AZW6TXE39>-A`I@P@PC3XY=):Q'Z@:Q/72XI;,(#8S`P-5I\7'8K ME?I<0."Q#UF&C)(3!B/MSA3GOD(6LO*QAQPI+?&,'E)_JL:SZIW([+08,?)5 M0)J)'HIE;FFFA9,"*BK=?20(:7&,J]1RY+1KT6VUE3B09%C+2FD1(R;(MZ/6.#$VPXI?C(M8] M)L`MQEPII.0T*.'%M",EY>4-Z?S_`,Q)Z^^)#>,W3!I29`AZQ)`8LH@3X9)DD_6A1W#5/%GQ.,+)8D-\LL&FK^K_P#5 M?9FZ>L.Q\Z)[Q[JZ[RM?V;/QEYJ6M9/2B%1)\M-0@C)OV&T:.F[D`TFM`3!6 M!3&(05-A:;'P,&\F5$CK+'"-I;7.I/P46[JEW1>[MQ'U6K5 M'5XV)MK.S@XZ8V4AR'@ZY5(HDF8O$9E0:PP%)3)BMR7>OP;UA)C%KDSD>D,R&,X M:RVT1EED`=R3(6S`FV&>>;T*=)OB2Z4[4ZUZ8M^P]'4::O\`1ZQ2Z_K_`&N] M`U&8M;85)ID'%1JDEP]E3>GR-K0O\`+VVOT>VSM"IS6PKK#UV7DZK0WK(%3T7*=!"> M)C:SBU20AT;7G)LIM(Z#"6E#L+2C9\9\D.\OD/U[\@U)Z)QM> M8H^FPM.3&M#]W2TG9ES\`!C)$[)+4G&I$ M]PZW7[%7.;F;>HK0.U]@[.J(1FVM*V'1&Q\9G\SM!/DB[I#Q#4-;IVJ"J#V0 M)6X"K6)V:;A/N(Z`O4\8XH=_&5-NH7F-QU03\AWQYZ*^1_0YVF]PQ[49/13[ MD]J?;$;$@'W34=U3Z&6YZNK,]/!<3*H%;%FHE;K8LQ'^+3BFW4L$,(FCEQCE M%2T%_`A\>W9_H!VK[&Z_[!T9^!:+;JOX3N,!)"3E.V3!5^%OT:[<(0J'D'#8 MZIE/RXC0C$T&"0T2G`ZF&G6&O/J9MSX<9XSBZOS;_#_W0[.=VZKW#ZW-:UM\ M#'4370*H*PRD^#9*Q8M/$V^TKP[#QU'NBI^(G&7V7!$B9PZ69C(GMTOX'1+2 M)7GQF9N%M=T/BG^1OY%.L%0D]U)UM2MW:'ELPVKNO.K(MNI=A#>097DDTV!*X)X\ICJR(KNE/EDK7QJ;AZO M3>NZUV"V;OMBT:\L4_9;C/ZYJFAHG:M-J=)IT?JBF2.N"9*]TJNQ64REA5D)29QJ`865R[:=7X"^G7=_H;<-A:SWUH:K`:FV0X59839\#8IK, M[4K&55:J0J`G*_+5^*R9`V2,J8:6GD)0Y&R@Y`IN&7U,N2B5X1,9H>[O]0_D M=[#?(_1.X(G4:.K-0UK7=65Y[7\1NN(M$WL""I=JVS;`32;/G5%RH$1.&P;I M0[\>X,8-&E.L#*4O[B.]-L*28Y3RMLT^17XU9'Y)=`ZBL=?RQHKLSIR",@00 M[;#L2D8<,2F%_%>LYZS04;4#I>N@66NLF0\M$>UCGG6LE@)`,<`EXE$TO+CW M1U:Y^IUN^>OHS6P^MIW6S3FX]>4UF.@J/(;`N[L;"TB(BHFOF&1=?V+2@V"[ M;`R!-D\1ENPC+8PX9RA!1?M;\&VP2.^,&^/H11NP%=U_*V_?6US=IVO:,Q); M`LLT8/,1\*]89Y$6R)&ZKJ9TN9'Z[U%4(*+;`B@V6U.RWF48ZX]E.)*6C<-% MG]8+Z2%S6[^L?9/5SAE8LFZ+O6^N&PK((>D[(%L,-#>U-:8RJMD-V$F3'CF9 M1)KD4AUM;,6(I]4,ZVU:(6PQSC&)>@SH]I9.C^O]'J2FYA'V^M5FNPR)T(:& MDAZ/38,2N4@8FM@I;$KKSD.)[MT=2&S4//7\?_1?Y3/CNV3+;*UEH'4&W9&Y:\J4,7!WB MQ[6I0\;)8`JQ+\$'+PE'CHP0H*0NX\6])&Q:0/`1TE`8,8$7&4&S4L<8Y<9P M;5_F'^.ZY?(OHS4>T],T7[7V9UT9UM M2R@P+W4>^^RRHQ+D;+!F&P$O(P:Y1W1AFQF^+&M_*K\?U%N.I-J=:('>&D') MVS6JK*J>SY:$N]"F6G+8]9@8^-M56F@;!#SY=,*PV/\`=G'<2*F'O?RV99B9 MF4U*<>[C%4@"F]6>\-*^4+97>P_JI+62F[,MUT+8UK5M@1;-LBUV+%"K@R%V M*=J-5K+C9TY$"J:=6\%A+1`9)9V/;_<]?M"I[KIN1^3KX^A_D_ZST(Z!DIO5 MVZ*5"R5PU<+:UFQ\:,_L&O1@ERU[L2%:;-&0N5C!D!K==%D!&26LM&ARD2_( M1AR,&N4=T-9/3N2^=WI_KRH=:BM$Z.N>NH61+;CMN;/G]B7NQ:UJ=@/M\%+V)@S'?$8TMSI/U`[]Z1^0+L# MV5E=0:[.!V;/['GU-6VQS`$[-5BT;F@K,BRQ\#%F;69I]IM0<..3&Q4_+YD7 M&QQ633&1D1+]0NB1$QRMQ_);\C^SJ;W3M/7KM-HBYR_2&@2L>RSK&`'#K`O9 MUZ>I5RV'8B9>7+N^IJO:&WVG*C#+!Q8#`$MR&2%*=KJY$?*\N6-3XL<] M4_(G\,XY<6_8>E>S:=,!$>M5[4%#Z>V%^&;%-8@X63N57JXMDF8,*91%6GWC M7MQ99L]SRL"X.Q=(55SM2DSG4GMKI^0G>KEC%L=.@BVJ?<*E,J/ M79ZT:-$L1@@-OAYXV3,>9G8,%#K$AZI0POQ%] MY>F';I?:#XRE5Y-#Q/D2U=JH4M"Q96O6+8^D6?H\S6;48+%V/5JVL(;QA1J6 MHT-@85?HQ(T0NF6]V)XS$WQ;(]RU@I3&UJSKSIE1JU:(J8FOT2`9M] M_P!JI"%>?PI3;2R'U-HSA.7%YQYLQM MVN!H+^7BP=^=ZZSVWTXTCT<]7J'`1=J- M@WW[3(CA(38,>),KX\R;MC9_3";O$7= MK%$V`B3H6W=+"VYN8->B[?AV5,/#R7('K9&EE&2#F#LJ=(F2#9*_II M./=&;UHH5A:4KQX^"TX5CQPI.?!6,9QXI5A*DY\,_DSC&<[G/";OBRWHVT_F.[,9CJ);-6:NZ:UAXL>*N^UZV8S=]C MF!R-6C79$*DUXZ7MM?H$T.I1SV)216&1[/%:QK;H&LM:5TQK(4!`TZEGVAQ9VF;8E9(8L6KWC,C.Z]@9>[[;O M\].%1+D';G[9)0T1-$)8C(E:9&1D,.L_="GR4REW2SQB82E\V_5CNEWN/UQJ MG3&D(`*J:LG)FPQVRIG9+2%7MJ\0D!&@AB0`3,`55G*_,QI.#&I(U6%$-`.B MNQCJV[-7$+SB9RA??82"[J;>^,(M-X@[&].NH;;`C(8F%R#G+^(!U"FXMJ3<\:B$>_!=I7M7U*S;]. M=@])GUJKVH"0N6O[W#EVF2')L^3JO=ZSNG[,'2*J/KI"=;2&[*V3L`RN06O=F M0:6A;%!OW77;-I=:F)'UHUDC$.+)NC(6A"EIG)MH3$SRNL&RCY&OCND?D7ZY MZC(I$B!J[L;HP:(>JJ;D-8V:B8F7C:/.W/6-DEZ[$4.8DJZY)U^*+&D(P445 MN7B&'FF`S&&"8TU,7'5'<9V][^:'A?9H)M58A;L;J2:MD[3*[+E,UZ7DT8 MC[`/%I^SSK)(Y8:DY+&;1@O*.Z.JU+[W$^6BD==PNOU>Z%1T9V,DZ.[3`.P> M-T0SVL(LD^.'#8VG$4-%,9BWQHG+=F"UCK=J=;04[",VTKW-@M MC@C>9]UM;8+0XSK0T(F3CQKU:!-T?(1MQ7<#9LQ\P/3S8VW7(,^7B-!Z1E// M6]8Z0'1)24%*&ZPUS3V7]1]NZ!WKH.C;.ZT2@$IJFPCF)`] MLTX/*Q,_&&/1=KK=P#)<=D8^]UBP!D`3(Q:UE#2`[K;BLY3X\RZQ4Q<9//M_ M6+^E-FV5:.GG9G3F0H?::=L5OKF8;#N$5JU&S-\FAI[4%Q(N$:R^<%%ZMLM> M-*6^TR1(A)*2\*VZAM\=VPQSB\8S>@'J'JBNZ]?'"CI&8BJ)][AU` M_B".B3!<9K,WQ7_N7MU\\6T*HQ6='=/NO_ M`%\+F"9020W',[2?V:N.K9J2X@"RUB!D*U&A1,B&+"FV!A9H,TCVLG%X>#4@ M"<0E@3/.S-PS<7:-A6"U25N.>=LHH4C/BO8= MLV`9;9-DE)B\%2,S+383?L9++H+:5F#%OK3)PXS&;5OVP_J_?=SJ%W.CNTOQ M72D;+U)5RF[_`*[KV#88.W:/F<0\Y/G48^#L8B:M=M;)>CAQX13CRGG&6AHP M@990T86];W2>$Q-\6P'1M.^?#L'L_7=K[:;PKE-U_J^9C;WC2O5,&/H8^SSH M*[O2%)'VSLDI2US%2O$7M'8,I$(B3OJI:2H%2B=2! MQ4X.LB$>&#C5EQD4MHN(>]9(3S.6;,PSQX\HG)FA\R/Q0]ENX6]^N/=OI[/5 MN"VI3J]3:C:]?;*:$K!,>-%60^STRYYDHZNSQ4I(U@BV2$?,1<@X0RP"ZO`F M<,OR@YTB6N7&9QAEUU[ZN=C^T?5_=O7CY0F3;^QNR)`D'C*]"U#6E!TYF'9A MP=70G7JHQ09=O@K'5&H$2U'2\R0HB.M_J,#-K#;9X]%B)F*Y-`&L/AD^9OXS M][WR^=&=J:TEZZ7!2%=Q?1&HA6=FUD@.4)JL-:--6F)LL?%7-,O&`"9<&:FHIA,*&XB2PZ\2P8%.R::XQ MRU:R_ES^(KY3ODD[#UW;L[`]5ZBG7FO:YK>L0.O]C;:LT)+PTW;;I)-2\M-6 MVA55MJ=C"K0Y'3B!(P1*89""GWCP"BH/"*3E'*9]F\GXZ)WN/K"G5G4?9+J5 M5:!'#5ZDX.VKJK8DS<<6>XR(4=2Q2YFA3&JZ9)5R.C(:G9^[$$2Y[T2EH1MI MI<<^&Z@U%ZMN_(T<#Q73/_T1#K;_`)5?=O\`Y(/K_P`UHY?]GO\`PV_=?_Z< M+M)_@-V3_P!1_'YR:-1Y-Z?(VW/<@YRJ[,WI;I">"UW=XRHU#3\R_!5F):<0^N1L4FK)!; MP[26+DS$SRQR>B<``&+!#C(P,2.C8X0<"/CP!V1`0`1&4#B!AB#H;8%$%8;2 MAMM"4H0A.,8QC&,8Y&W;X#@.`X#@.`X#@?GAC'CG&,8SGZYS_9^GA]?[/TQP M/-CVRN^RA>^5MUY\B&J=M6_H]L^NS--Z_IU/&;"VMU_`@6LU.9F;5N36.K*[ MFQS>QA,Q+Y"Y.QI(%J"L.N1PI(V6I5F^C$Y_EDD*VP/Q#GU)JNU[J+L?;\NY M,)8JNNJ5TMWB)93+9:IHF"6DN4L.LJ77X80Z3M,J(:39)8*''0N9;=<1ZAJ' M&)7&JH^'_I_?^O&UNR]^;A)'5&M]T;#D9FDZ?E#&[18Z+KFH6.[`U6O76R`S M&)DWL8CLI?,45EQ*4IQB8EZ#?R_3/(Z'`*:6^*T7EI>!G"66 MW&7'F$/93E:4K2I2<9QC.,_7@>*/3FHWXGL!VKA_F[Z^]AMK;7G)^9EZSV7" MTQ9.P>AC*2;6AZ[.P.MXJEUNQP=(B)+614@MU`,&SG,*PXPZD`Z+&$QKT[ MIE;B-9EZ_P!;LR4]0HC9=J_!%&8#K4>'#Q%PV\)J*GQ33TNJ%3!"2CPV(H%P M2+1'$0K,B^,)SZX;1[89-V$@5HE*@"TX9+$SRFYAZ(0Q6P1!0F MED.-"#,"M.%E$'%K;':2TA9)ICKY9A"DHQE;KJUN.*\5*5E6#;+:4)\$IQC`?,TS+ MDPTL/`'A14Z_&'LPLI)1KLS'1LNZ*ZB-//B&)&(>E0@S%(<=&06*I]M.48>; MRKSI#5Z=UJ^697M\QORD:.95Z:\F8.^.&%);4_E>?+Y75/ M+SG'CY_KX8N#-D_CQL$>_C]E><_:8+N MG&B_K'$H_6?K6\9_795G+`KEO'Q_E7?T0_*%_CR=3/\`(!OG_'DXP/RWCX_R M?HA^4+_'DZF?Y`-\_P"/)Q@?EO'Q_D_1#\H7^/)U,_R`;Y_QY.,#\MX^/\GZ M(?E"_P`>3J9_D`WS_CR<8'Y;Q\?Y52-U9\F`N5_<.Y?4N5QGU?+C^0GL2/\` M)YQUM-?5CN\[YO1(4EW_`)[R^7/AC.<\F"_ET^O=TY>F_*H-+^>N=ANA4G!X MCAFL-63J5OR/DE2:?#W1:EPW<4D=([GE_,;Q^3S9\<_3'+@GY='+(UCY54D) MQ$;O^/QP3VH>5JD^KG8MLKWV16LR*$I$[?.,^T0;Y\,9SGSJ:\N5XPKQQR8+ M^712GZ%\J\ZTN+E^P?Q_0(!*'$/RL1U"WU99`=.6UI4VS#6'N&)$EMF(5EEW MU7$^5IQ6<>.?#&;@GY=%(3UU^1E*FE)[?=+4J8<:>94GXZ+7A3+K!$*6RZUG M'=OQ;<9*KD%M@<8=E&$H0A.$H3C&,8QC'&!7+>/C_`"[7Z(?E M"_QY.IG^0#?/^/)Q@?EO'Q_E4T:L^3%*,X7W-ZF+5EC+>%_R$=B(\'\QS@N" M?+CN_G&?"04DKR?D_-]+Q\N?-R+BIGZ(?E"_QY.IG^0#?/\`CR[4$Y=RRWDG"DC=UE-8;23Y\-YQGQRWX9S M]?'C`_/HJL)KSYEH]2\S/:CX[;$E2T*0G/3+L!#>1"7A5K;\PG;\J,8RP/RZ)2KU6^3UPES%LWGT0'#_,])5:ZL;_(*SXH>]3U$RW<% MAG'@YAOR^&?UN5^/UQCDP7\NBJE5/Y(,!OY!WSTI5(8P7[9!?5+>*059Q(I2 M!ZZV.XJB$X7$>*GO+C/@3X81XM_7EP3\NBO?A#OO_C`=2O\`)*V[_P`1>'?>073_8)I;OAC*H_D7R.=@#NSUR;,4\WF,6;T7LI`K(_F3ZJ) M%D?N*(\8^I'CA*VG!TI5X9RC./IQ@8[J:_J3Y,ELL^AW;ZJL$H&&;>RKH5>7 MAWB$+)]T3AO/=Q#K27VLL^5&%YPA25Y\584G";@E3J9_D`WS_CR<8'Y;Q\?Y/T0_*%_CR=3/\@&^?\` M'DXP/RWCX_R?HA^4+_'DZF?Y`-\_X\G&!^6\?'^3]$/RA?X\G4S_`"`;Y_QY M.,#\MX^/\J>=H7Y.I?+2WOD2T365,86A+--Z!(PP7A>4J]4_\9]J+B_EYK*? M!'MUCH\N<^9*\^&4S!:Y;_T=#^3=\FG_`,LXUY_D!TC_`,._+@E?Y`=(_P##OQ@5RW/Y-WR:?_+. M->?Y`=(_\._&!7+=2I7JI\D$TVRU*?))J:30P_AY#-`DFV_,P2&^IAM_ M>W@R0Z`<^SASZ^"'EXRE25*3E@5RW_HHG\C'Y`E%8><^0C12T,,L)#S_`#;F MM/=CN(,@SG<^Y5O%:/1R74H9UM"&V\H>BQEY4K+#'I,"N6_]%VM]:ODQ:;0T MU\FNN6FFT);;;;Z`4=#;:$8PE"$(3O;"4(2G'AC&,>&,<8%X#@.`X#@.`X#@.`X#@.`X#@.`X'BNF?_HB'6W_* MK[M_\D'U_P":TFC1# M;*E^#@HIL;.Q:7,PD*JM,OK5Y)1WTUXP2]F*7:KYY=$]3=AP0 M%TZX=HK!U]*W@QUULG;*O52G)U'";3(DK#!_;(>&E+H#LFVP8,Y4)@5Z5'AF M0"78@Q,:Y(K8RC-I.Z$Z_)A\Q74WXP]>6"Q[0,L6T-E0\/!3S.C]2!)L-X8@ MK+.,5Z$M%W/\<5O5]-DI9_T!9*>*#1(OI4P`V81CT>19F(S2GV`^2+3'7S47 M738,S7+O<[]VYG:I3.M>AJ:Q`?I)VS>+;$,38L)#%6J?(M+S3[+0B;9?DDCACOEEO MLBB"LNDE%$NH8'&'80IUY]]YU26V666TY4I2LX2E.,YSGPX5KHTC\DNO.U&S MX6K=5-8;*WAIUVU6BJV3M2#BM4[1(9%,C7G;2;02KA-1E[W%$P-A6%#$RE>A M"H#[E(LMM2+OE>],E[,4.X7SMZ4Z:6C!]YZR]JK3UQA-[.];+_VPJM0IR-4U M?<`[KXYU>AX6^G+?+2=T+H[\?-9K'HC MO2-T"KJ9W-[16Q[5%3E,TDXEM* MV?3R,C"L+SGS82HGE4TM_KO\]_4G=?6SMEVDV!KOL'U];+UVBQ3G,R-QH.MK M53:S<8FEBA&%3%PC6;J;'`6%B!]!"B0QWL%^V4MYM*\-*3D3@P]^)[YG>J7R MY4.VS.E/OVO]I:Z(3^D+1>PB(;%[@H,TE0\)=(IV'-,C;12Y9SP8R:*KS!&X MR.4TRI8^7Q$VF:V=\K)5.^=(Z)9ZC[SG978=(D-J5S>,'/Z<=U$QJJL2,#`W MZ[6+W^QH^\0B*;9[/'QJX_[0](G$',*&9<:X[Q9[1;.C=+:G70-CT>N2YVT)5038$!-1UZ3"Q4+&FOR++ M;4@Y(J'2M2LO>BC&%*),TM>L?,I2*QWGH?QX]O>NFV.H78# M[.U%N`QLWJ_:>W:WJ:N2%PME4TY&U:7NP]3A!7 MI&R69B/M]MID81$5>'%>-.\ABRDBLK4TR\K'DR)FHM8'Q\=TZ=\A/4C4_;:C M569HE?VL+8BQ:79)&-E+'7$0=MG:V.Q-DP^51R39(.(:/PVTI>&V2T)RI6<9 M5D1BS0X4X#@>=OM7\X.\.NGR%:=^.<'X]C3=G=A[8F,T=?MB]GZ)3Z%>:2_. M6&O`['(:HM'VS8*M#'FUU]:`3V&Y?#;:DY%]3R(769F=(2@3\SDYUT[)ZBZU M?)9U+L'2YSL5*I@M`=@(/:<-N[K;>+"ZY#CMU2SWE-5US8=:6ALR;'9?8DX? M+`JG4.//-C*]?`N=6]3D:87]H.Q^]=';3ZF4K574+8'9"D;[V]G7&XMF4BS1 MT2!UDK+C,:\+LJY0Q<1(OS5;RP0:\\OUX]AK$=ECUU%%AL/$F:9H<*(^*CKU)2C+[N6O;?9269L,1II.,N>S:<:4K&/+G-T<\._K_AN_Z_ M_P!.%VD_P&[)_P"H_C\XT6/)O3Y&S@.`X#@.`X#@.`X#@.`X#@.`X#@.`X'F M_P#ZU9MO8FL/B*V!!Z_)DHUC>.XM0Z,V#-Q2<>YB-:W"3E)BRI<=4IMMD&Q. MU@:%(\[C2'F)-;*EXP[];#/*:C!9E-[:=@OC+[V_&U\>=WL>K]S]2>Y.EI2K MZ=CZ!I6&TI<^O5MUY&A9A(YE4/LR]UB[4B5$/"')<)D2I%3[[I6#"%->)PQC MT6+_`%D#57<:BZRB._FM=F=?2NO'1J]43?K_`%6OFIC)$/:FSI(Z'U&G8^P+ M,U,+59KC51KJE-9]NW$+@V1U$LE*D4AO#B8G-9/]8'O=*WU_5P3=_P`-K2!H M!>S(CI9L#%<:!AR#Z:=8;9K\M,`W*"C-DY=KD?9"8YIQ:6"/:N.(4VUAUQO@ MSB)6-V1>M:/EU_JZ(*`=1I-4L+`,0 M^'7L$(>RA6%N/2*5.9),[7G_`.7)H;M!$]0_FQ_K"'9F\@6N;Z^ZZANFPNU5 M:[U_8-D7)F8>UL!"UY,%%P1PN&TQ<@X5B4RILI;+&/-EMMI#Q#)'"S-Q@R*I79W?/Q;]Q/BOZ+6F9UIL;I?W=UU M,ZFT[6H#5[%U-/O^L7Z;[4Q&B!>Z&M=F:$L59WELMBP.5V0MVR M+0U9A\R1]2'M.#*^$P$*WDY3[Q#RR?:/#H.43[-JM,[@:3C/CW!^4BXZHCM2 M@&]0X??=PB3(JL!7L"OQ5!_%4?K3%@%2AR25[U6(Z%&=>1ZCA#*/08=<4RET M+BNYY6_D9TGN_3?PG],;5?Q9_.V.V7RD:5[=]T')B$'A"1=C=A)*\["1$%QZ MG$2PT;32C:Y5DI,SC.%0(^$L")REK!FL/K9L+[;2-Z:_K%_P\JI2F)"R072# M?$Q=`SHZ8L)C%-F8O8\.:>0"W=IPU+QY?B@4@R?,:P2CQ424M.$NFISCZTEZ M-NV_TZI=F\X^F<=>]T?7'ZG_`+V]DY%G*7CBM7Q2[EJ'2CHE\QOQ/O/:N[]Z M;ZG:9L6W-9UF-=75>U="B]2UL>S,F4QWEABVMIQEL4*6; M$SRLQ&$3T9[?'E\GFGOE1^2+IQN[7\>BJ;&JWQ]]KJ=OW34J0R]9M+;*:W5U MWR0`1DVOEDFP%@]D^[#&M+BWR@_42\XAU@N/=:%_E[+*^63Y*^['5;K7VFW! M5^PM9I/:+1>]M=%UOKGH:HTS>NHM3=<;5=8"J56.[2 MF5@GFWWQ08<%YAHN4>+]7>VJW/X42>N.[*9HG6O?S=.A838,$=JPR MUVF*GCI*B6XEN5L+%N#5/:HGHRY-BR<$*W$&$LQ^4JE<#&/H9),SA2;NN_E$1W!IMHG-5T:G[-H,F-*5*&GJ=%_H@J-=A+9` MRBY0Y\=HX?!C>,"LM.NNI?626)F)Q6OTFW%WI^7'H=8N[^B>Y0W6_<^P-F[% M:T+JR.J5-M6E-&0FM=F.UN$U?N2".JLI9MDS-ZI$.L^>EC7U/L.3HCT2(`T+ MZ9;(B^46_+WV_P"T_4#YO-;==NV_9"P*Z2=T=+V&6ZON,UK64+4Z3V'AHR,# MO&M9BT!ZV8NA\1'R3CY5>7(2BLB)EHMHQ9GE=Q8(K9P.N(ZPUK7-OES9K5M1>'UE4Z?!.&06NBXQF0(=%]T5)I M(=7AOSX:1%BZQ>?/^M#J.1=OA=7&2,3#R2/DCHJX^6GZG(WR#BS4%U)0LA,4 M>'+`EKC%A/X2X_%BOL$2#25,-N(6YA6+#//+ZWAC#KNESO:#^LIR&N/E7N,G MC>W6;7H=O^.Z&U%4/T3]?MM:F9B[/:#;.AB=LMHV4/L`-R8>DE(8FY!;=[6WC1VL].!]L-*Z.ZQZ\J5%>JL/KS6FG9::F@MW-VN@DS-UL6T M*Q8,B&/L3#9$4_G!`>0_3;862[B95/J7VI[,]+_ZIUK+L3U*H3]XW'0M?6I\ M$HZ*=MD9KNJ%[JN+-VVXY5E2,DQ(Q.N*THF1=9=&%`9>:468,\*V2X26,O>7 M?N?<[NX'W?\`CGZR]%_D<=[&17=C0.-D=A;=>]WU]=^N$)1K]UHK=6@=BT\ZZQ4OL7LU7]T0]@MFU:OM*;@&\-`QK0`,+#"/H M#]S*X6_@7,Y/37U0"TI M'=4RM+K>RMY.,NJ4D"2RIAEY*5NI]-.%MI4G+K&,Y>;K,Y_"]?ZZ#,4S'QV= M=Z@:S@S9UF[@U4O6P8V?/+*&A=8;-&MQ`8S;J"7V/">CAE^1#G@04/CZ*4G/ M$'+1C3\@O8WY%:EVA^!7K#7.Y^Q-.5?L?1]7B6_,)5XR'N8.Z(Q<;K*PW:^S M%Z'HR=IP9Q%L09'P,P"/$^X8P][>5<6(M1)NH]EY]T9GY"NFWR(_`UU3V3\A MN^=V16XMK5V)WFY$&CT"O;5D:5MF`#9LTM%56#Q:<,S->V0N+D8:3E)R*?:A M13'%(==>PR6?Y_E6+7V6[.]$^_'R*=,.VG=[MG:I`R+ONN1V*.Q4HP@IE_#@@$@A3+;9Z<8),T[W:OMO\`(;UI M[#_%3\5\/V$N=]O?9.!B-X;_`-TR&SJ72[SMIXY!`BM$Z_[&6*N%5.FURR6V MFRY2B(.)S,#!S,=%1"WW6F5R0N*:<%9<_K%>KC5)SD@7Y3]\BL M+\RL82R?\0_7!TI.48SY596N-9SC.?JGRY\/RYYK1R_[/?\`AN&Z_P#].%VD M_P`!NR?^H_C\Y-&H\F]/D;.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@0)V?ZRZ8 M[C:&V1UL[!U!B\:DVI!?8K5`NDD`$XPR6-)Q,Q#R@3C1L/8*_-`CG`%LJ2X, M6.VO'CX9QD3%M=^J/AMUA6]\5/L-V`[$=@.X-YU+IB:Z_P#7U.["M?0L=HK6 MUACYBNSKM+8U'2-=9?V+-TZ09CB[27EV9<]%3R76W%H]$E;H=Q\!VK9?4D+U M*3,U$(N/L`4Y#5*P[!!HL7N"Z:ZKBVR%QT!) M3ST6PU;NW;H_KK$10X4IIG1V-6 MPM2MLE`EQ\I1)JPEVG6]JM2G:5+Q0SPXPLB,&_AG"76\J_/Y%F-G[>/BT@=D M:0T3K6Z]F-X6';/5#9JMI=6>T\A#ZV1\.D.8>PPH<4E'I)\>.MNEP.[#F;Y?][;)[&;/M6VMU;8W`NOF6 MJ_6JW"1H$E]U`KD-!U@>)&CHMD0,`4)@``1.6AF&<.D9?$13)C>O773/934& MS-$[EH4'<-9[=J\IB1#PQ(1TH%,D9D0S&'$$AR24EM M+0^G"\"8MKTUU\/NJ:SNO4.]MH[^[$=DKIUVUP]I?KN]N:=I+2=*:I+B#H65 MC:<]JZDZU=.V#9(QP4&5N$O]SGS8T;+'K-K<]=`B(A#<3\#NJ$:F9ZMW7N#W M0VKTE#VA&[*$ZB[%V)4YJA$"Q4MB<"UG8-@L4@'=UBU,',,#G,P#]EP`D\=! M"T.+RKS"L6?_`'#Z/4CMQUMANK2KC8]+ZOB[MJ&SEQFM(6E/B35I,C-UN/46-D3.'D"):7YV%O-."8B8K1*/:CJSI[N1UYV3UBWA M"&3&L-GP2(:81%G9C;!"F!'"S-=M56F5M%KA[94K%'"R487EMW#!HS:E(<1A M2%"8O-B'UF^,"NZ0[(S_`&WVSV)W1VRW](ZGJFCZY>MQB:[@UT?6-/G)*;C* MQ7(/5M/H]>88*((9?-=R+AZ0D?C_5J=Z9Z`J?78W>=RWS5-;@0U9UG/;`J>O:Q:ZO0H&M0<%$TP\K6 M]=JD3:6(LB,>>8D3`\RJVB<-E$%+;]=8B*0%KOXI.MFF_D6OOR2Z@:DM?[5W M!KB7U_N&AQ8D7^C>Z'S,I%S)VR!(T<<&1KVQ)0^#$^XDH?(!D$X>=<$P:^X9 MP5C;!2?_`*M_UFM52[?:ILG97M=-:-[A[P5OU,;:*!]NJN]9J=O,O[O4,A),WN&)IQ)E]O3UCU?/8N<@>^2F3[`;SLN_+-KTK3DU7'V=2Q>I2=.X,6;#Z[:JH&LL M3XH,,8%&$I/;F,2CY4?E3I"FB7V,Q:QM&NM/A4Z^Z'O&X)'KCO/M=UWTIV`L MCMJW!U4U)M*%@M#6&6D<')LCE5&-I/*VTTC'T0VA./#&,?3&.1IJS^0?XG=8_(W<-)W':_87LQKMWKM=`]E M:?A-.3^JJY#4[9,89CKXWF@3E*L M&?O$<04KVT1'B9,(>: MPP202\]&JU;5M:4$76--AJ2#8;?9P($5B/CY6]6>:N=H<`#'8""1+VFR&R=A MGY#VPR5$FG$D%%E*<><7E3F<8*TX=I?@3ZZ]ONT,'W!VYV=[PHW=1Y84W4U@ MIFY:E2F]*Q,=UB"?78N$-?D&AGW2"Y#*)%:WR'G6F5HML]O65 M_P!4^$GJ]CL#K;L[V`V5V2[K[@U`2`;K"?[?;7>V=&:\.C1!,C%TJEPD13*! M$/+L#"I=Q3L24K[AEMUO+>1V,H61QCJN+N=\.^B.[G9/4/;*^[M[1:_W/U_4 M*]I&6U1L6JU^$U><(TX_B3J\!-:^L8GOS[`V+(G*,R6@QP-##BJ35.FCM@"UXW5,E M"LV^[D5+QFE)9P`0Z5EQH5GT6$MB8O661_8_XV>LW;+>G4CLAO6"D[?MGIG* M6.;UA*>:%'@9V2LH$8VZJ^UMZ%,"G@X2=AQIF+994)@&4:PXG*FU+:6)BUF? M(E\475CY+8[5Y6[,;&HNS]&2Y<_I/>ND+DYKW;FL94QR/+<77K`D&4!<$Q*P MX)B&R!'5#E!MNCK9<\RE"8M,'5CI97^L'WJ9(WGV3[#;'M#DDTVP%L:C@8(<\5+6X62,"SAU7CA./!@")D\,`20EBG'?9H_< MK25^FAM+>,)Y9S8XQ?&YF[Y,4CE-Y:=4!W!LL.9A&?#.< MCRWK*S?YI&G?X^ORQX_M_SB&]O_7/BSMZRJ6/B M#ZW^&/4W;\A;SF<>+CSGR1=V<./.9^JWG,-;M;:PXZOQ4KRI2GQS],8Q].+. MR.OR_?YH+K9_^.GY"/\`QD?=S_PX<6G9'7Y/YH+K9_\`CI^0C_QD?=S_`,.' M%G9'7Y7A'?&'J")"'CH[L/\`(<*"(WZ0PZ?D4[B.X:;\V5>7#A&WGGE_G*S] M5*SGBU[>LNK._&#K>8CG00^UOR45M]QQE:9:!^1#M3]R92TYA:FFOO6Q9D#T MR$X\J_,.I7ES^;E.?KQ9V]9^5CX^)*G8SC/\O3Y8E>&<9RG/R(;W\%8QG&GA&//A2SMZS\JH#\:`$<&,"-WN^3!0XK2&65'= MO['+&9;1CP3DF2EJ\=)FN^'Y7'WG'%?JJSQ9V]95$;XXA6'VGE]Y/D?+0VK. M5#$]KYCT'L92I/E=]O6AW_+C.?'\U:<^.,?J?3BSMZR_'?CA&;Y(&? M2';95EKM?+^)"T97G)+WJ5AS'N'<*QA7D\B/!./!./KXK.WK+C3\;@.5)P3W MD^20L?*D^X$5VWL0:2F/''JC*,BJ_'R@B7V_%.71B&"&\9\S;B%XPK"SMZRJ M/\VIJW_&/^0__P`8AV^_^SMKDM>WU/YM35O^,?\`(?\`^,0[??\`A:Y;3M]3 M^;4U;_C'_(?_`.,0[??^%KBSM]5OX^,&H,.EN@=S_DR!]60=D8]K/?#=TNS" MNN^U3[<-%CEYK[A'M-#K2@>2R>SCUW%>7*\-J;6=O65=&^.B,%0XVWW4^19: M%D#$)P3VWMI2VL,,D-OCMO$Q;I&1SWB/6=PM:E(6VA+.6FL>GE9V]94_'QN, M8QC'\NWY)L_V\]KY+QS_`&\^%3QQ9V]9?O\`-NC_`./9\DO^5?)?]ZG%G;UD M_FW1_P#'L^27_*ODO^]3BSMZR_4JQ_9QGZ9XL[>LKBB>@I,+DS(O=_Y`B,G/8?>^[=@HJ)G7IV M`&?V3/BVQZ:,^&/I],>$6NLJS_(=?>2XS(=R>],@(ZVXA8WZ=XZ&5E2D9PT\ MW(UBBP4RPX.YX+3Z9*$+RGRN)6WE2%"NLNI,=!H65CT@C=L.^D"]@_)N92'[ M87_,@IK+S[OVU7W;[L![#"7L-_1C#_D;3^R>;S*4*]5.G/CXC)A2,B=Q?D%K MF$DDD93!]K[?E*VR&A6VQ%_>H^95[8-0REM>&<.>9Y?G6O'DPBVG;UE;_P#- MNC_X]GR2_P"5?)?]ZG%G;UD_FW1_\>SY)?\`*ODO^]3BSMZR?S;H_P#CV?)+ M_E7R7_>IQ9V]9/YMT?\`Q[/DE_RKY+_O4XL[>LG\VZ/_`(]GR2_Y5\E_WJ<6 M=O67<1\=:6\MY3WH^1G/IX&PGS]GW7,9P(YEUOU,.4Q7JY6K/@[E7CEY/YKG MF3].1:ZRN!_H>:0Q@=?=SORE"6&QL*8WO`#/^1MX=]*\D#ZW;?4_E8R<*=RK MU%(RM&592M>%"NLJAGI%*9^O\M?O3]?[&XJ=C_ZV-6^&."O5SC=(4^?/WCMU MWBL`WESZ89/8!VOH:>\<>4C!E$JU1EG5)1YD^FX2L?.%>.6\JPE217J[W\B& ML_XQ/=3_`"L-N?\`KYP4Y&^DM8;2\G^4+W0<]5KTL*<[7[=4IK]D;<]5G.)W M'E=_8_+XY\<>56<>'U\<"O5Q_P`B&L_XQ/=3_*PVY_Z^<%.N7T:KA(SX[?9/ MNX$X\VIM!8G;#:GN1E*Q]'6/=2A0_J(_4\[:T_V<9X*6[)?']$GOCO,=O._T M2AA*DK&C>U]V]`K*I)$AA9'W`:0?\R&$Y$QZ:T8]LK/CC+W@[@5ZK8_FW1_\ M>SY)?\J^2_[U.6T[>LG\VZ/_`(]GR2_Y5\E_WJ<6=O63^;='_P`>SY)?\J^2 M_P"]3BSMZR?S;H_^/9\DO^5?)?\`>IQ9V]9/YMT?_'L^27_*ODO^]3BSMZR[ M(_QL5)SS_B'M]\C5J\,I]I[KO!NFI^Q\<9];",:RF*'@_P!QX)\?>^ZRWY/V M+T_,YYUG;UEV?YM35O\`C'_(?_XQ#M]_X6N+.WU/YM35O^,?\A__`(Q#M]_X M6N+.WU=W49SG&%9^F?'' MU_)Q9V]9<8OQBZA!:=8$[$?(<5C*\_J8S MC&/U,8XL[?51W_BET02Z&^_OGY"W7H]K#(2\_(WW03D=K`[(F$)2C>P?R!/YP\EWU'_D*[@K=SA+@[F6,JQMY./07 M@?*JNK^.OKV7$)C)NS]K+&7@1T-=EF^\G*SMA:_\UUU@_P"V?N'_`.,'[U_\8CEM M.V.OS*S)_P"';I):B&/<2]E[(=H['.GKQCPP])3R.R\\YV"*0ME/ MN%_3R_\`-9^O%G;'7Y:T*MO&I_&3\JF_-#,V+N)N#3UBZI=09RNTB[[NW%V6 M(BMC;'WGNRI6*R5\CAY]CG"T_*1MJOY7EI.$JP MOX^]*T'#J'O6SYF$`HRZK'DPI+ZDX\GG7HEUE"_50RX1J^MO.-(=RE& M74M+7E.%>7'FQCQ\,?DY9S9X>,>C8-R-'`L-@Y"$X\ M?'P2G'CX8QX^&,?7PQA.,?\`G8Y&WA9DX^W^#>< M_P!U*H\FC7[^S=WN`HD'4NT30B'A#`]=78H0H=Q31`Q(]:DWF"&'49PMMYEU M&%)5CZX5C&<M3[[SBLK<>>>U'5''77%Y^ MJW''%94K.?KG.?'EG-GCXQZ-BO(T&T*))9!!#'9:0Z4?)RDB4 MR*&(.VZ4:6\VPPVX\XA"@M.=M%QGX2?'U1%@-V2/EH:*$F=C1L[&5'TB)5D> MR2H@0GLYZQYKD2E]YH="@!Y$G#3*#6FW%$-D]%:'JDL3+,R]BMDK(_;Y^9EH MB$B4MU^OB"E,M1T(&#%4KW1WL`T^HXEE#B\)\/I]<>(5B- MD!9:.`E05N.!280L@&X\.2&\L4UALD=;HAC(Y@KBF7,94VZVAQ&?S5)PK&<8 M"W9^M2,]+P!.;1,1$%"EIDBX*#7]MN7=BQCR2@*X,389%.8T]R**%]I$-%K;,1+- M+%]-SR9P^VXG/AZ;GE%J:B7V'+O-9CJK%UF.3+5?+Q-NE4F2Y4"^,J1MN!8& MM*,"%DQ,*9C@U/2?ER6HDA;2F!F$2`4R'UY/>Z:/NFRK5;GF46-M$<&@*F5] M";`>*6Q_K?64#23ZZR&.H*-6^<\Z@9]U1"B2,H?01*O"G`@[/$`3]:F8FPP,J.@N+FX.1#EHB2%<\?3)`D@'B`S!U^ M'T6VM2<_J9X%6X#@.`X#@.!Q(?8<5Y$/-+7X95Y$.(4KRX2TK*O+C.<^&$OH MSG/]A:?[..!!NX=HW6DX/A]=T`38%O\`T?6.Z1D639V(3S*@;!4H5QMP!()L MG(B-"61\U?M$J?`[#=B92^Q59FM4:PK$%/ZV?VM!2V+U; M[/(2E<9F8`@B%C18:B-PTG;HNI3#R7Q$'HPY)"X4SE83[;^!O;/9.N5Z(U79W+W*Q3A4F:W3E0,WM ME1UBB&2"8>&+F`1@6W,K*4AP8I\5#%2Y7V_:NY"2-A1F+_779R`ZKQ&U*R!& MZ/-+$(VA:53<*)#%S.)\FL6`:O*URL]R(BY53[#')[.$9\4)SC M/CC*4YQG&<9\?'&/KXXRK&?_`#\\C;PWG`C._.76)):%Y,"^9:]`C.8>>2A` MTIU6UT^4S1K]_9NDW>O+>E M]O+QCQRC5]_7C&?R9RFJ2V<8S_YW(U.3%WXLX(>L_&?\?$$*^\2/'=*^L+33 MY&&\/.87(TO8<@H2H8T^(Z''-`'75<58K4V M8PXAS&,>?"4BDAYSC&,YSG MPQCZYSGZ8QC'YX"J+%:@K,`42J3<%Q^[PV4YR\8,AP)6X$/T[16NJ<\/(IB5VFR#MR#2+A M=G&K/:\(F)*0FYE#4NF#37F1TLL>X,=\J$MY2A)*A,'"K`F]H4>! ME8R`*FT&S\O90:B)!0(9]CF&YPX1,E@>0CH(:0*B!@X?*CRB2TLC"`H60ZM# M2P;`,R]7Z8Q713H=P\:1O<@H0U@IV<>$`%>JT2R;(M./5X;[@ZV4 M\&\,HH<=Q'KI*0,%SKK2#B6B9J1.E?:20DH`)ZJX^-$?!;S[;"P05M-R"6BU MY?3[K+_E=2VK'@IM.>!WJ]78*I0D96ZS$1\%`PP;($5$18S08``8Z,-LL#CL MI2A"$)Q_HYS]<^.>!6>`X#@.`X#@.`X#@.`X#@1?MFXV:GUT+-+@HV;M=CF& MZ["+GY8"&JM?>@VXZ8,&$]OM M>O)*<+O$;;M4V"!G'X0?9JMEZ[NDM:=8V`&+V*`N>I$18@9"<:-M51CK3!PM M8-88;23*BE!^Z:,=CYJLX9JOK.SKK$N+8'VX/7+\^96+1>ZI`;%A8FA%XMTP MV*3LQF@MPVP6J>W;:T\'(F"9F1\8D'U9>?P^1F5,&+8>A6%H2M/CY5I2I/BE M2<^"L8SCQ2K&%)SX9_)G&,XY&GUP'`/>B+5K:4/H=OC/NT'%5B6'8L5=>#D'@9*NP$>(X.^IYA*(P!QM"' MX\!T84H\)K'93=QD<6^ZQ=PU]BG76HPZS4SS5M*K42'97AJ#&4J5K9D>U56%*CJO(UR(<6XK+8S"F(]0(K!8 M=>Z>5&N'11`=A*R#'=5P^JKT-FO5[,,95XPXLZ,FG(5X0B">>#5(D)]F2(4R MM*DX4K.,D8)%)A"TM4T71N_RRZ6*8$6K1,0)1IV"M.C(.N=?*C+`ZNZX=,:_. M!UA%[LB[(W"L[BL$W26YQ['5_5DX72)OL[7(B8M2:/E@@:T%"S%]H\06J- M.M([`;)"A0L2XP,U(J%R(G26SAA]@IADD9YH@8AIM\07_+0VO\`S4*;S6CE^_N]`/3B)!C? MD;[RFAX-;?LM>BIR49,=&<\APNY-J5-MT1`REX9!)CJNPXVE:LN94M>5>7.? M(F:-QY2V:;R_O)[A_P`%NP?^Y*7Y%G)CW\:_]'5T(_X%_5W_`'$:/RSFG'QC MT9K?6DYJ7)0)'QP3#:5O/OO/.8SGRIREMO"G%Y2VE2L!%7OMG[*]5$4, M]JZB%ERT:])RXSC6TY&.CR5",35<`;()BZN)9_!QP1R00J1##0TZL5!!.6@2 M9I+K=.@JKDYZ,9*=D95,:F6FI4\V8G)5,/'M1D8F0EI)\DTE`8C7YJ72"RWVQAF&D_KG'GWE(::;3^KE6<8QP*) M7K;7[6J?37S\R*:S8CJI,/($.8&9GHM@-^2!$+*&8&E4@9.2R\\(M]ALI#HZ MEX?8>;;"GW[7U/VA6BZ;?(9-AJT@0"_*0)!LB+&S"`"VC6H^:'CC`TS,(2\R ME)4>5ZP)K/BT0TZTI2,A5*U5:W38I$)582-@8M))IRPXP5H9!$C)E.GRLJ:M M&/5/EY>0(<),+?4X262XMUY:W%J5D.6=LE=JP+DG9I^%KD:RR80[(3LJ#$`M M#QP!4I(/N%R#X["&0(P)XEY6582TPRMQ6<(0K.`A'&\).]QK^=$TF7NSY<#` MR<5;K8')4'78C]KB0IV%5)D6$,&VRK0<')#F&,QD:2ZWEYL52VB/<8%)>R^' MJ+-VD"2C=CV5,S$2S4$@JKUD%ZL02F@HIQN>CC34GG627B[#-%+=?968RPX$ M..(XTMO)N30O6OUN!JD8Q#5R*#B(T?&/(,&UA&%K\J4*?(=SE3Q93N$8\[SJ MENN9QXJ5G/UX56^`X#@.`X#@.`X#@.`X#@.`X#@15MZIMVBOPIF6#32*3;Z] M>Q(L,`>3Q+.P+[J"`"@EX2>0,J/-?<\@+B"UN-H2E!2%.!$DEA-+4O7>S(;7 M%(IU:?GH6P:YLUY?`,/L5FAZS>-@2=:`IVT-KTD(J79L5C@S1Y%B(7+V9LJ+ M."6H1E(T<5*053-U]4MK2O[9'+<(4<3&$S9`1\>#%!"QL8&-'QX+#8H80;+8XH MH[*<(:988:2EMII"<>&,8QC&.%4"R7>KU$NNA6.7#B7K3+,0<,HUYH9DJ3+> M8$"$P\^MMOUSI$T<5AO&VQY9%I=C)RP3,SDDRE+-CBY.P_>%/KMB739 M&8>5&-DI)K,[:+EZZVJZZ4VM`=>IFZ';?F;G&S^SMLU",0LZ*Z@(LITS+4SW MMPG9E4O%ZROJ!%Q5>AIOW-HD9`-^11YV527LQ%Q@V8B&!R`[98!0QHCOGPT2 M(^T2.YZ;BFG/3>94MM?INH4E7AG/@K&<9^N.1IV>`X#@.!XK?E(?/&^=!T'DC3ODS^0@,T:CREMSWHI*-( M[C6M24(1JO82EK6K"$(2FI2^5*4I6<)2E.,>.C-;D:.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!1K!8(:J MPLE8K`>S&0T0*Z;('/X<4A@=E.5+5AIE#K[[F?#P0VVA;CBLX2E.59QC@18Y M:=B7LCT=?1*J96OL\-(IO6P*^>R;+.V$-LI,?7Z&8_#SX1=?BS$$E/3#8:6S M\(!R.XK!BA"8K@I.IJE2$ADCIE+'8A5S+V;EV$2.*VVC"&VTI\<9%)(>>:':=??=;888;6\\\\M+;3+3:.>%6A2;[7-A!2LI5G)(N*BYPN!3+%PLM%QDFZO,HL$6`LTQF, M5+LL.CB&24-FTK78XS]IEG1W3'6FQ(N* MBY>R3Y+;C^&'31ZY6P):=?C(_P`E^`C2=> MQ4-JB,*%D2GI;:$,3-V,X0XLB/KRXZG1DQ%D5HYJ(SB9?9F M?T1AV&VVTI0A.,%7AP'`<"#[4ZK:\O,ZYK=R5%0-?;=C]JO00TDQ9,$RS`[T M%7Z]:LCNUX1:QV#/O+*,O2`S:QL9PPE_&72)?AXB-@(F-@X8(:-B8<`2,C(\ M-I+`H0`+"!A!1V48PAIEAAM*4IQ],8QPJ@VRTI@6QXT!44];)P:2Q48BSED;I'23J>X\J?N^PW_64Y-&.R9^R^DD)DVIA8U_2`7D14C4U8$1]O%;E1VDMM M.A#C&,77/^*?:OR,#6SOCVJV+L?KSW#M+$18>CM5UK;[!!G?'W5(-@)==AL3 M+N7"93;&RE10YM\])I4"$:^^&"(0TH\B5%7CJSRZ@=R-SU2^5#HQ\BT94Z=W M0Q7)"1H>TJ28,)HGN+2JRT.P=L/4A4VJ$D8W94?EYM-HI/L\2$>\Y]P$9S%/ M9R&(F<]-R7V]UM@!_!Y^GR./4.N-#%2I3[J7I>OM9 ME%EQO76F3D;9JE;(:-L-;L,.4V;%S4),!LGQDF`4UG+; MXIH;Z'$*Q^5*L`X#@>+#Y0ZZ+.?.X6Z0R'C(?5OI&TZ64)#D(5%F]A- MUXE80O,I69AMV(G&!TI?&(>?BWW6F)S./C'HS:X4X#@.`X M#@.`X#@.`X#@.`X#@.`X#@=!XZ./)ME]+L#7 M["B6GG'V:_`R;[;++;%&I6#"H2IQ,4R.AL+&/=2*4I]0@PDE;I#@I(5FG(NL M5NP66A)6-+,CA0X6)$'604ZX0PVVPVI M2G$8QE6"L1>CG\@9LAY+(RR%>3U,9PKR MA0(Q&W;V-'&3V$Z8BB8&369`P@KT"IT]L3,-$,?>GW)"R'W,O$9]17BKZ\*O+@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X# M@.`X#@0K:[V58;5(:BUQ*--W./"!/O-@2$Z?':W@Y=IQ8&"2,)^W+O4RQE+T M=%.+];`BO>/(0/EE3Q.B1JI4X2EP[<+!"^@/ZSQIA+F4N'R\J6K#DA,RY>$( M6?+2+WY[SR_JK/TQX)PE."KB4K"?#Q_+GQPE/CC"EYPG*O*G&"<\#"V MY66"%K&P+%M2RR,MHTI9Q&P(NW,#1%TZZR@J5$%-K*J["I`F(;<*\PY*'G/: MCMLD!%'#$-K<)]F(.V-OB]?==5CL[V@&V-M*RQ$S8JKT&^IRRRJ( M],S9C0GU99==6,QET2(K\M6W'2G8?5/8`6WOZRLGWLB@V9VIVT$B,EH4^-DL MBLR,5(-@3@,<<76;9"$LR<))H;R'+Q9#10SCC3F%J.F>X^I M);3VZ8$HZ)?*$GJE;J](/5W8^JK[#.>[JNT-37@#"9NA;&I\FA!4=)A+0XVM M.6W,.,..M.$F+:J.O_=O;70;=-2Z`?*%;Q9`2Y$+B^EW?XP%^%U_V<#7*G>A MJW;JT>X@]6]B*M&$!M.#./,QDPU^R#*3C#*BZD3,34M\J%H<0AQM:7&W$I6A M:%84A:%8PI*T*3G*5)4G/CC./IG'(T^N`X#@8H2.DF-;["N&S]'RC41>[O%I ME)73ITS'Q=!V&5"'+5.2ZAG8R2EH&3<58&EX)CU,`CRK_KO-X7)R3A9.L9IE MUCM&O;1A2CHKU(V=@S5PETI\BXRFQ4FRC8S@V!GQ&EJRR^VM.5,NX_8BF4B(Q*?#KN(SUTIRO["[[17@/Y,9UHX MX]WN]"O1235&?+A\@=20REYDVC.'J.4M2'6U1&_[_;$-)9QC*%)?>W6^QG/F M\4HCFU8^KJ\)FC<>3<1V,A6;'U[WO7B7G1AY[36SX5\@?"%/CLRE(G`77F4N M84WEUI#^5)PK&4^./K].1JF!`F@<6-O@&%A=>8R:=+:3B2%S(MN6:K+L)';0GFR<1\S M'UL![#94.(AZ*-E$*(4\0PV,G`SSR3-)7'7%$-I]/E[32:;)6PY%9H%6DIR" MKIMEDQ8PHYJO4^$**#?F3AH>*?>2($TXX@89:\(PAM6<%0?=NXFF:%<;+4IM MR[D!T&4`K^S[]"4"TS>N-6V6;KT1:*W6KM;(^/>&%F[%$6`!;#(:#<,.'B-E MJ&66,EXEPT;[FVMV8V^%+:)MNQ7KLO:.MM#5.7M^N=ER0-*V[J6X= M9M)4./'L%H&Z]/[5@S;A,SY3\!,5T)P?*Y!"8X\RL3,S@VU:>U-V'L?8T+LS MM:#HVEYMG5HVG[O6->7J:V=#;TJL9G%FI-VS-OVP:YK:!S/V-PYQ#I8T9%Q,-'E3-AL$RIH M-T51UOEXMY"21*H.2V8U%@/*3]T&(&+*2E&%!.\(N&JZWHE(*./JM7BH>2DP MH6-DI1AC+LL?'UV)"A(,(R5*6_($BQL7'M--(6YE./+E7AE:E*R5>_`D9I7U; MK6"U138RI0JGC7V4K.L5ED>4A"EX980I2,+><\O@G'CCQSP,3 M;I=:QL.G1.RV460JE0<@MJ5)A8LJ.VOH*_0KID7(6%R.#1]^"=B6Y(B,LX6? M6;Q$N*4MM^*?.RZ3.$.[>V9H/2VJH[M+VLQ`3\UK64B*_KJV4DAF1L79"P^0 M$C6$?3M=U^0"CKM?K';RE*@(,I)(\5,L*E!5`CI]RQ4PSE9_2;0FW]A;,MGR M"=S:U'P6_-I5J-JFB-(+.588KIOUY4L6;3K^'+(:;&5MO9LRR+*WV99:;>D# M``14)$%"9`&$1>,YLN-Y:2?N%%L$?KD6KQWG8F6:];[IV=F,O9]=1K5TZUU&HFW.[1%@=!"-P37VED03U' MF"YFM$06R7I5;8T"4')1YV)(AMMDAM3GCPDU6+7]\!59[U0/5B?,[33UZ5H2 M>M+DKTO!GKEUJ/[`V>$)'@B77@2!\0\[PIP.E)%N@1YQS$>;+/!B$$M1<;[3[A(N,-+<0"#]P+`!]V4I.$-^ ML^RUYU8\ZTI\58#71LV\5KL##*V+!@"RNIZTS,(UMVDTA)N2F_.OMU>3$5RS M%RFL;/1R#P50TJL@B8C7F9!E(44SF0BR5J2V/6]:D=F>Q^TZ5NBZM437% M0U`1)TV9W5IR3EW8[OW$@CSH<3/U^M6`)ING:&BY1Y@]C)S4L=)2^2,UZ7_# MZ&92Q"+F;;9N1HX'C#^29Q57^;S;4E#JE8UV2ZI='+845$$61M[\<1>[=R5> ML3@:HFP1/M;.F&PJ)#=`2U/($,)Q'&`8<-(588Y/9WCZXQG^UC_T/[?UY&WA ME(`(;^:B(J[)K;=),^::Q&R56^W"+0;+1FGJON2$D<3.?"6'S&;,EI"6RTES M*'GB_35X#M)9SK1R_;I;>!TAKV7OEL^0FU^8G&(^O9KN&\(']HO[Q?`)+U%N M*?27@A'V3P1A#2FLIRKS+2K"4JFC4><^C<3O'.<:4W!G&?#.-6[`SC./IG&< M5.7\,XSR-3DQU^,\<<7XY.@HXK#(P[72[J]AM@=IMAEO&=)4A6<-M-)2VC&5 M9SGZ8Q]<\LYIQ\8]&;G(TG M&8I%6J+A8MOVW9X23F:=)6#(Q@C%+UJ-'3%>3=9*`E4^I8)-HY,;%.C_`&M' MN3W3/M!%WZMU'7-5A368XR9L=GMDJ].72]6L[$K;+7*./$O,?<#L-,,!P\0D MMQJ-C!&AX^.84I+#*,K=4X(BDEELND"$CLE/@O/CO,M&C)'62&ZZVI#90Z"V M"1%OCJ5A:,.MN-Y5C'F2K'CC)7F4A^OVS+O(=BNF45IC7UO[$ZVV36MH]J^V MNTIH$W<7934%XN`%EUE:]#9FF3'];[AV)5=??:3Y(?$-3ZE)T_`$`L5Q`+M: MK%3,5JSUK&H^RFZV.RV*]`2W6:K=I9>0J_9/5O9FNP6VK-KNT_HUJFOYW8_6 MBQUVPW#5>UJ+LC5X847B(F7E5^'F@EFX&+BO'D7"%W MCV:QS=JBA*]"#?@9H!V1GK=+NE#NR2C`O-!15,C&V<*.RM]W#YQQ2V61V6DL MLM$+(RZ(53=?ZBK-`=E)5)$I;;C/RKTY8;[<'0I.V2\H1'AQ*UX+%`CP8:.9 MC`&1V`(X<0`8=O#;3*4X\.$B*2GPIP'`!C-) M6[:S\>L^3#)&6Y--,0`&NY>EA#-DVUD.E1VO]FR=US,R(,W3I^RMS3TC##(4 MZ@#*$ANJ:P#)$6O![GCX6O!%T>\0FQ86F2,17ME.V:7.@`\Q[LB-`.VVB7*U M'&@*`BS/V)@:8D7ONX6!RL2+CA+)DL+9E<*E#>O0]&;>E%Y+DSJ MT+;DQKJZ*3>(W*LGT%JSMY6'BV"MM+PMA?E:]=&1<.9+QZ'"6NZUW4&ND1T& M,TN8M\^T4Y7JL"M'W*0'!>!'DY9[*_%J.@85QQQ=FJ-VLTE&&:T-?1(ZEWAKN695$51FT1,<"]$7W))TY7Y")MSG MD7%6)AMV-<2_D5]L!Q`Y$H1CWM"[4#5L7M;M!MB[,TS7&FZ?L`/L)LVAR$Y! MU[;\92\*-C*K%49_[@+9+]5XJ*>B92;!*]XP2A<0$0XYZ[,#4ZL4>KU6FNQF MWM3]_.Z-`G]=Q-A""`^/K1DV.I%#Z]TRX10Q$%+7Z'>:;76>SNV@<8]S)2(X M3`P;HM?"]%_W*)41O+,^.[FQNL;K-P/9>RP--/L,D[-C50-J'>9Z_5H:G5J: M9J6R;)$3DWBUV%@"3:EK#-`(57X-4T`-[E;)(9!(O=GS$R\7/1H*5HSE*L?7&MLKE81_"#`5>JSZ M3A)C75=.J=RQ^R#+/6)&$,IVQJ`N"#V#2)`IJ0=KLI.QBI$1@69&:8"G(XQE MAQX,IE*?-;?UNV8;2'=L4.9')AKI3@I![*UM/H7D52LOH0M2?(HDQ://A^^1> MU]_]-;`9V-3F&=I==-CSFC=D[?UTJ/G^N.[+=3\LL'733EUA3Y*'(S)"O,%R M40T\^U&NEH4(4='O"ENV4XS;;SR-.J<:)&A&2)Y#0@(`I!II3ZL(9&$%:6^2 M0\O/T0TRRVI2L_J8QP,'ME[A:O7Z*+#6IH9.A]@MUB[Z=[*T.\$&T)&QVW,+ MJ50W1"A,,B+UULC[HAF)-<6;&9EQTCE>SDUP^"23/PC""JFSMD[N>+J4HG5- MEBI3$!V_55FP)S7FSJZ91_-4(]:FUQC\!V+B1"X7)DG'/R;$0`&H#!)3#[*F M:FK9'`P,/5X6+KM?CA8F$A@F(Z,C0FD,"AAC(PVRRTVC&$XQA./KG\JLYSG/ MCG.<\C2K\!P/&+\FL:](_./=T*BRS@E]->EX*WAHDJ1:2>?V-W`V*`]Z.J-F ML'$&`-&/!Q2F9%Z4-$:2/79]UI/VZPQR>SE/AY<>'CX>&/#QQX9\/#]7'ACP MS_YF.1MX>2OZ;R"_Y:&U_P":A3>:TY1ZKH_97M#$/>JT1GPP\C[&G"EH_-7]Y/N5",=F;1.1!;9DIJ+FFF!U6?;*RTNOM3 M!(C2\B0C.&<1C1&4E*<)PM*")R$$B:_%M"!L`PT-%"92TPRA@&/CPAD96K.$ MIPVP..RVG*E9^F,8\AK#!G'1,O9:G/WRNV.WV"OAO1\Z?!1@)A+-<*^X.?L*?(LDS3!_1CNU]B MAG[\UU9RK-WDU]8(24N,8[<+R/UQ[=]3-BV=\W79>K1[',W.N5/64_1LN24# M+18[1-F4^N3M0CK-'FEQ MQY=0LJARY.GV3`!#0MGKC4N(S("BG)(:"D6<$#^FXIQ2XU6-OAW:5?-M,_0Z MEZMNNE:C,R$Y&Q:7/L]??=]#V$39K1EI<'!3DB@E#S,'_LZ:?`0TVW<;)'QE_/I$50G8 M`G7;-5K#28JKV;7LPF62:(E82UG(PL4C!H"*C.Z!C50T'#1"W\%+BHF.C5DI M$$CTDJ!#9%4^D"/;9`"P]EKS8980EEOQ\J,83C&.1I5N`X&"&TM^F[7V%*=8 M]!70"L6UN/L'XLVG+`SPM85*UQD1Z9TUK&W!CM1TMMC`\B.[/O1KY1M/AWE$ MI84?EKVI+O"$<:]H34!+G:2K%8_&G6R7D45#9O7ZQNGYN?6:YR0K,F#:->2, MZD$F?TI)R&/77Z))61B#V9"'?;88(%>J=-&:6HM-`:J8FBB;7:]C7"P+"#EM MA7\L*3N1M7KBCV*-429,,$!+L-3HR0>2UXH]0N0+.DB/^0K9M3WOL^LS-+^/_`$O( MPCO3_K!/P[]?C>P5CISQ3L#VTW'1CAQ5L:Z!,?0[K*JGL800R&+9SV?67$LA MLC/'1N`FX2'LD1)0%@BP)N#F0B(Z6B)01@Z.D@"VU,DAFADH<8)'?:5E*D*3 MG&<9Y&FM7;U%:UWL:@N;3N=FAZ0\SG7M9[#JL6I+*R'I$F=K.6;8]4ZO7*35Z[3:=$@P%3JD+&5RLP4 M6WAF,A(&%#9CHF(C6,94@:/C`!VV6&D_F--(2E.,)QC'(TN#@6#;-:U6X'B3 M<@(0)98QEIN(LD2>=%RT\)?XR.I=SE:1I2A'Q#OR/=JJC)E@9U_"R M`Y.7NI.O"$>K$7O;.RJP>K,Z,XV_$UD13>)+!;RGXKE9F9F:AN*ZZ]==,=3] M,T/K_P!?Z%":WU1K>%'@ZO5X-CTVVVF\>8N3E#',K-F[#-%J65(2);CIAY;K MCS[BW%J5F-I8FYR%K41(V"QR\9`0,.&_(2\U-'BQ<3%@#(RX2;(R)SK`80@[ M:MFH)">=#M&B][1,@T9JVZVJ!`DB9? M7-J)0IJ/;GQOMLE[VM2[3@TA&,8)%(R[=;Z1#[)&B7\;3UXBS`.MC^8\"7>;!#Y8<^6;VS4MK_`&D+=C^L MO8L]DEP)X+1.W2VC&G5LNB.C:_L+S9+;R!S%M.,*1A6%89=RG./'"%?K>Q,!P.MHF3;*,KT3'RHZ'U$J>4?(E--ODN*RR(T*2M\US;HW1K; MKYKBQ;7VS9!ZM2JRT-DX]QDDTLLZ0+9CHB$A8H%HB2FY^W&^-L6<_3M`ZOUXR;:A0IC9_7#?=EAJC>]N]8-K(CX.-W M7I"W/9L6H[('27SR(N[5&;942$81[=]]C_6MNPU+F4*=(-#[$L^GVYO2N\;7 MUVO\#(3?73L[1KWJ$B3E+J5H:4+HNIMCRU*F+I!SFHMT6W1X<`^7-A2LKB:K M9\?E:WGPXTT5)QAMFK<9K?K+IVDTU,)!0HV68 ML$5@B2.4VC"1@!&64YSY!V&F4);1&LE'-'V;LZQ%A8?F]2ZTKTB6AB2C2@&] MB[$E`VF,Q$F&I3,K'537P9KJBO0?0Y)33H[+130P'NPY`F/LEBJU&MTF'9@J MM$C1$:TM;[B&?4=)/.>PGW%6[23(/ST+-#,"2U=.,.@K&^HALA92#,HSG"7T.82ZDBHUS79L?+D M6"?M!$K*DS9HIPQQJQO(*BPU1[L>UA1SI!4*29TC-%NM-54:S:B@J+K,F8O.D(/92 M:U"U!MF*H&Z>HUIABB7WIT"Q.>A,2E[HMTF"7)/[GC)TI79-#ZGI=G)&+#4K M2,F>](KLU!U^!9N4U&7&\1\,U#S-W$KK=<>FT,OK>2K[?F1F7PFEYRE2VO=N MH6]A3F,)\WE3&EUEEB@"DG'$CA!!#O%F&%O-CBB"CMJ>())(>4AI@=AI&5+6 MK.$I3C.;K\%B?;@Y[4=[DY$:"C4:OU^7"QST^N\YN,I(U^(AI.P2:6RU2\2^0F0C,/R*O9F(1),#[,(8"U MR'=C%9N,<=B6[`69FV=D M#/1EDCTR424V8+EYX;)+"2,B.O#J]-Y8)+[`Z9`%2\>+)+6%,$-YPMM2DYQG MD:=N4BHN*/94.=&2@8Y\>:PK.,J9+#+;='(:5G&/%*TYQ].!CK M"5FW:"&F4P>&K-I"#>5*@U<,.P3^S:U"E#&E3[,0M#ISUIAZ>^(.F&A11UR& M8EYP07#C@0`A),O1D-"S418XF.GH"3!F868#8D(N5C26C`)`$IM+HY0A3"EM M/L/-JQE*DYSC/"JGP-$7R%=BK-VMW+%?&1TGBQ;'OZ)L56N6_NTPP:Y&N_'E M#C>,C#7BOS@,I$Y=[1J&(0]"0C9;:!H\G.9-+C)PX!U9G'",VU/JIU?U;T\T M70]!:CCRF*M2(XIIR9F"5R=JML],29L_:;C;YXG+DA/6>U624*/-*(<<==?( M5G*LX\.18BHID5PK$#?NV"7Y-[3^L;/5X7?;D>'9Z/3=M0LP-K'Y*[,Z,ZXURMB3X_H MZ^[!]2.PE5GC(W1DJ!)86]L&)DH1+<4W9:U$RXI80F)9N(O%?(A96*/80X@B M7K.>$-GNE-/5/16N*_KFH?>RA(H?#TM8;78I*XW6XV,EMO,U;[OS3D=' MAA)F65?-S#*P#+Y>;^:ZS!K"^W.^]2V]ULJ4"U*>CE7ES#K='65Z^%9\(]/K MY3A.<8SK1RO\_=O)^/W^DZ^1/_VLP_\`G:]P.31J/*6TSM\O#?4SM"O/CG". MNV[%YQC\N<)UK9LY\/[?TY&IRE9'QZ0)-5Z"]'JP8^P297>H/6J#*(%]3VSY M,3IFE@/O#^LAMWT'76,J1YDI5Y4QI+K8SJ,B9*)$WZ-4/<"W[Z ML^R[*FZ;`K%UFH>`PEO&I]:TOJ%LVNT&U6/N=,:UP MW=,6K,NU&1$QEB%<4/!R#)O*S-MN.A^MLC^C?20785UG8=VZZ6PJ9Z_;)(;. MJ&V8>DKKV:_6Q-JKJ\JB(-V"Y4)-V%MXX9!%X+9`GVZ8L6(^9G8R(@)J_6NQ6(F3:UMK*$@:D(& M,PRC+/F%9!BPGBG6V%C),3.JP):\8V)?'1K7.Q#[::%&OCJ57=?"C));^XUZ M-*6^A-OF/=K6=*JQ@A3>&1VO(TPG*PEKA3@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X&.^[M[#ZW#EHBK1)=WO,3"Q]IL-?KV$2LK2*";+IBB M]@3D&'@J7(!#::,>"#9'<(E5@/MLXSAIY;9)GY8WVFG!VV.UVFNPUPM@,:B..LPU67,.P:)!"'7LN(C'+`9Z.5K6Y MA+^<96K&,>$:7KP,2]@7R>L6U&]40T_*ZPN\)$SMLH4/;XJ'-U=V.BUPK4,< M$J?%;DY+V])E9%YF6B6,LRL>LD&2=%)&6,ETFK&BL?=U66[==-.UM'L;@&F0 MVGI+:0,T[2NK#)TVJ.F+K4IX<`@.=K.TFDE%U2L#.B!R4I&%20)`C")=3=3I M#!*+AY;Y4=ON:%H"B\?%+UMV/)O]D]J2TQ*&2OR`=AZ3+FX=U5%SB9%DR3TI MKBWA,R5H)5GVDG+!#QK?G$&<2Z3.:T>BJ,C8^&C@(>)"&C8J*"%CHV/"90.& M"`$R@80,5AO"6V1QAVTH0A.,82G&,8Y&T`775DS#QLK^B\B7BVSS<20,'6UU MR+*JV0VB[SX4<@^$<)&B)!["_74,@LPI)*2AK>L15-K`U= MCYLVR&AN+78K!,&A'6&18M M?=3>OASKH\_OF_CB-.)'F!F$99AXP_(KI,@^PVE*G7$(Q4F<:AG7T"Z&ZD^/ M[1PNJ]=^ZLUQL)R[=NSE-6$ZQJK35DL#]XV/-#13M^V`?A]4A9)"*CF(J,$:<,?+.;@: M[%CH$!:>>=?<*&Y'LSO@?*KVYMBYA.A_;@IEA+YA>%PPOSFY<5G$'`8CQ73MH)TP@5;B7O=N%'P<;[%#I]7).,%83_`"K^X&?2 MP'ZOCD?Q^OJ^G^N_-\WZG)HW'E+:#W#_`-Z/VE_X.6[O]S.S\C4Y2ZO2[_>= M=3O^#1HG_8'EJ'V'J0D.*52A7)FW.REMN-TOLO#P=VM M[TYL)VJ0$SL*4$C,R$D0' MQLC;QT>L2S`;<#%WDEFDT M.(I(A:AWBIFQ3:A"K=,I'$&9'``9SA@1AA MA"&DE7OP'`W($0^>_"-5&>444@1G"WLH M0TZ^".MZ0$),U#$VG1Q>LGR]=V*]X3M7:TL=8=7=NG!@C(/;MK/>1("TZU!> M[D("$F!A&?MX<`/E$09%L^>*0,5X,(J,M-+ZY>H\9-S,E$@52T[`DL6N_4ZI MSTA,:V!OY"7&;/9J,'*@A$P#=Y(0B1D1FD-,/R+CI;K:SR3S3(L)IX5CUM#; MDL&Y:*7I]=1L>Z::S6K*9K&]/351S=*C(E-J.CJ99BF@8UR7E!;\GO=,V5E#=C7J_3K5<:N6AJ7LN!9A_=]C+]"&LN6J:C\!1U) MK+"(2'0`6H5N$$;1\LLIS7,?K[754Z362AP+NM*Y`-1?7^FP[P-%U?V.BZ'! M,2L!J#8[T1&LXJ,Y&34>T9&CV"^Q&#P_;B7V3&D6()$4-(#CC">R>/D MG079J2BQ.DYLZN%1G;:M/,'8N&O'(L"U-N-.SL5(-)8B-A1P@V66X2:/99?( MB9)#:$("ED-/NAY2E+C1`_F84%2U]L.`V/"N2L,F0CSHXQ(Q'RPK1+;J%-N/!FB/,F!ODA$#DNB[7UP,!^\/=+/6R/I.I=0 M5N/W%W2["&&5CK/H+!I#>)F2&1C[]M;9ST6@B5I^@=3AKS)6B<]+.<,-I"$P M[(%#,K),UZNQT7Z-U;J!7K_;)R;9VAVB[$696S.U/8`B%&@#MI;(.>..<$K] M<$>)"H^L*@]*D"5V!&<<2&)G+Q3QDB08<2(BF>'"H#V%M!LXN[:OUJ[5+7N. MK0$=9IK4MJE)FG2EEH4QCVQ)U:E_9X<6*:I_(;,R(T?&"RBZ2]AQ/GP$-K, M>XH*9V,2*>#$U1Y4=/,3`Y\>]9:SE%-B75OK7*::"F[[MBZ)V[V3V4R&[M3: MJXH>#CE,AJ6[&4>@5L3"0*G0X!3N5>FRE!$N>IV0-RI]U*&8U$5ZLM>%.`X# M@.`X'B-[_,ED_.QV=2S#)FTN:;^.Z')P2"#)#L0IFQY22D@7V9#7-Y:)C7W+D='AJ'9:S\A4L_E"[/KX>5Q;",Y_MIQRN>OO_+T,=&8$*'[V]_7VG6RBY8.H3#[R MV6$DAID.S?=9K,UQF.PZGS9QYE+SGP^F,\-1G+/#N'_O1^TO_``",H9+\*B0:I4X.EPP\%7P_:A,94ZXMQQ9!IYCF$X(D9,U[*B#Y`K*,9<=<5 ME6?#&,>"4IQ@K!3?W<8MG86O-&=:;]H=W9ED[`$:$V'8]K_CJ4JNL[4'J"5W M(FHL1]39A(FT[+L,`(PP!%.V2,<00^O\PEP8D9NLS.-0U]:MU3NO;6R.Q>J+ M55:%)SE$[*4.`[,#:.EI76%)K][MU.BMCZT^0?J)8["FV*U+VGI\%9H][85% M>,(Q)_0Q3SJB&L64E7@WK19*];ZWB'=FW\>=)I]4BV+GLN?$AJJW8#XJ.'&E MK7)QT;@:"A'YLQI1"QA4MC-..^FRG"?*G$;RC%%J"+EOZ`)'^WVO4>MI*41Y M3#<2E9VM=*HT)%DH%?KDM!!'ZTCK.0^0A[U7E3;<>VAMQD`Q]]L$F?HG"JU: MO4BN0U2J<0'`UNO@,1D/$`-Y;%""'3Y6VT>92W'7%9\5N..*4ZZXI2UJ4M2E M9*K_``'`O(M>C@[$*DR-BZQ'BB14_)S4R3:4#AF(0TT@%MU:L*>)0D1P*+^E,Z M&MA(T\W!2^O94P$>'OE1.:."I6`JQ`RH4E&R[/@(ZB1P, M^R.ED4R3(G#A3@.`X#@?#K;;S;C3R$.LNH6VZVZE*VW&UIRE:'$+QE*T+3G. M,XSCPSC@8[Z7UT#7B[D;`2D!+Z:GY:!L.J:X)%H='KCXS#STS+Q*O=A@+*=$I+!26UY!2%I\\ M;O:F[%LI*NO!P$N`O>6HKU'5^4L)-0LHUIFHFQ6[6BH*00^B1+4V3`QBL+E, MDM*9,748?[4VSO7LQO7:?13H?;L0>UCSXQ_Y$?D/J]?;#JVAHT*/!KC/7/1E MPC:NN-M'91BK1K8'W,S"UUU;3KSC7O6G084F,X1GJVU=.]4=:.M^O'.L_6J' M!AZYI,@&IV1T059C\E<3!BYF27:KRAE8USV<8A:I.>]E]9S#M*V!E$NDY"%5?A(Z/:$8B-F&B-C); MV=#0L2TE\O+3(,R(R@@5+2VR@PR,@,9PK&%)SC.,XQG&<9\<9QGZXSC./IG& M<<*_>!`FTM8V4N7'VAI^3C:SMB+9"%D&I-E?X9VC68S[@X/1KTD;*7TL#NR; M[D9)MX65$D.K4C"VG'FEDGHPJ[6?*10^N.M(H2-UO<;KV^V-;,:GTGT^9'6Q ML&^[;(5$C9P])"LEQ@&H:RJP`'35PPK,2#'M)Q+`:K23RJ.JZ.D'2*T: MEL%E[3]KK?&;L[W;HC!D[*V*/'#M5'4E85X%1W7OKV&2R[)U+3-)6O*$I4^L MJ=DM#^O+V"3&A8XXH*,%96;+NAJ%$0X^I*>!KIW`;%2M#UYM<7;$E/55 M\AJ2TKW(HT5$W'9.K+_;I,9P.#N=8@HL6,M.IKY.OHAY"&'%'&8&6J.-]HVE MDEFLLG.ONEY?%D5V9W54J/#=F;]KVL5"X/T$JXJKD;7XP"*+^S!Q]M+6Z&0Y M/LDE*_<*G?C])0U*%0S##H3=ML(\FLC,I?:#B/`2.5AM4@^?$Q;!3HXQ$JV^8%"6"PY M\L_?^SVX\CH\-PW](+,?\NU6_P#.VM?*YZ^_\M^_0*;?EN_GR,C.KA'&X@+7 MP;"XJ98FC?+GM5W\;<1-/-B"OB$LJ&PAL9W+GM,84PA7E:\5-&H\I9]]W2/9 M]+^W9?K^U]KU@WZ1[K'F\1O0U3;'?7_-%.5^P^7S?1E[/T_6+_6YBSE/H[73 M#'AT\ZGX\/#PZU:*QX?V/_>NJWT_+G@C*&2O"G`#@09(0X*;N;XTD*MQ*VUC1S+^%.^9 MW.&DD]$J5>L0U.@@*Y`C+&C8YMS#?KDD'&$D$/.%&R$E(&.OG2]<-K2E9-TY,]I*U6RFLB5]XY\P=\CR+;&(1ZPU9F=(S17U;ZZ:6V_!7Z/ MU.PGQI]S2)39ENI5BL\Q%7_K-V*@6(@:Q0\,IN8S808J5%+":CGW2*G+QEM.U[K;1O474;M9HL1&ZRU757YFQ&X)E9N8<7*V M*5=DYN9EYRPR$W9[/9K+.GJ<=?*),D9$U_&/%UUQ.,QK"(Z+"K%-M^];)$[+ MW-`F56D5.Q_?=0Z3DT-X-;/BEB*@-G;;83EYHB\!',/$P\0VXLZT\YZ\B MVV^.,\V6/"G`/#K.OVJO#.ES%@G(XL9H*0'DHMU-7A&9:129*&R+:G&'T9 M6OP9P^E1$`L@_?K`B[;FQ3/92K!9SM_IVPK99(.(F*T096JW"5JOC0,?4\5F MI+"LAWGDW%J=CC#7G6_5R?ANIZLY-62\M/:]JLQ-XC/?'QB7TN0XQ0<:3'9? M>3#&C"ELL.CX/ATL/*1A.&DK=>C'= MV'QYA#-BC&`U--FIT^(\,D0AQ2D?BI:GV/#$2A?W4F?HR,:::8:;98;;9990 MAIIII"6VFFVTX2AMMM&,(0A"<8QC&,8QC&.%0[?]D0K59M8T.%9K4J+EETVZ M,TDS,/8:6.;$.2$I/Y->*C9$-<=#.><)\'U''3W&$-K;3ZK[!&$-UV-.U>$I MM:LY,AM)NP&A2O1O?E1D8QV^3FQRX@Z,C]>WF(/6X\?/AU@N0*/L#8I$3-T_ M$BW),-&C*_X&Y$]1M!6VMR_RH]OJ05@US5NQ-82VLZW=M50^O8&P76F&0]BO=ATYMJ M#L^)&/D[5K:2NFPY(^7/3D\G)!;_`-R=+E:S6V;8GN/><]IBAU6)-89 MLVX+.F!A`\"0QC-?Q+R67VS)8K#3N1EY88CBELAMOHR66VVUXCM/)6B-3->K M%>0E>W6H8.2G=OF%7RMC-UMF60:JM6&&4&Z$,-S*F0QBAUUZ+;,]MQMYM#K2T.-.H2XVXA6%(<0O&%( M6A2'Z6:7DPRFXCKKJZ89$;6N1$C)1Y-ED6W'FB)(DQ`KC MB"3S92I$:SFW%[;'V,FIQT@"/99:N0SL_FHPY:UMOVV=C M0G,S"JQ$.81[YX(* ME9SQ.2\?*?K=L2^2%:V_CO[ZN-K6VXWTO[2+;<;4I#C:TZ.O*DK0M&<*0M*L M>.,XSC.,\C4Y2O[IK_O0>JG_``;=&_[F%7X(RADEPIP'`LK?9]3603:-ME(NQ6X29(M%/R:,+&R`144O+Z2E963B.B:S%SCHU M[HZ8M]K+K;*M00P9[J%$[.F8W7&R"=A6.A;0ZG[EU]V1VA9.W4WKK7,9`Q;P M6X]A;0`C1:M).89@`:RT4V6$Z`25&6,E7EE;>R!&4S3M(+R(,B+@H=HR8ERF MA?=35AFC7/7E)R44&Q[^U7BWR[N727U)>D):3(RK/J/N_G1O):\#7)N^R[-V MV"%D.#&=!/H&N)`;&'8-QA2"A[3=65$$"&7'W"4.!BX3Z<+Y<*\SA?@LDQ!)[7T_6P"RB0L2A!< M=(I')=RP3!I($C''WE,R$:_X%/LY>8CST+'6M;>,$J(D..D`I8$62CB&RP36 M4/C$-^;RN-KQXXSE*\)6VM.?HI"L86A6,I5C&<9QPKN2ME\=]E>4+0O&4J3G.,XSC/`A*R0-JJP58%J4/5;E:UNT_5]+Q.3U21$7OS-% MC/E`-/P,.\@5M2VOMT?`C'V9=<*8(>VC=[M;X)FO0%SJ] M7A*O,CS,#.7AB&IM-I$:3%X:&,0W#L&DM$L/%R;7J?:!;G7(ZQB1L[#(.]VR M1#V:)(A)Z(D8TXJ*E8N3CR/,E),=)A/,^LPX^&3A&'A7WQG&GG(T@'M6?2J7 M0\[4E+(BB;$IJ2V]6W`$(&0G2;"0,Y+.TAZ(.E($.U4:S!P:W+''&R$='#0P M9$J^?$?;$S4<26,TU?0.WFD(>?;C`:_M_7199DX M>1GVZ>H:;3A[*PAC02DI#F8_*<+'V MZ%MG7LS._96)HY<7$LJC7YV,<)'D9RPTMF?MDY7X^5I=AA83+:@U'+<##"3D M]C``,=9J*)C&V46Y=G4SI=KR6W?.RB(O042N-5:*@VX(\?7#+-*8!A_T2PH3 M#\G<;%:+3,B1X51CW'RY(HEH>%8=)4P"_%R]$&]9=-W#LAL:F_('VIJQ]:O3 M5:.&ZH]L]F@:G%YE+%.1U>!=,!BF9.5=0R$U)2Y34?&-NK<6VWC M#QI"$_G*0GZ^*E)QXYP&"CFS+78I3\';$MM3UEMK7-7/MU#V/(.18_7CM5K> M4CA)29F8$DF;D:S?RM/K5UE-L5CC=H MW.)/UIJBE[)MUUTMU-:GF+C0*M>)-XYFQ;EDY!Q)@+\C)6E\N4IL1$DJKU<% M+7)-L-S,@MF&$1\-G'(TBO=>Q3=5:TL-WBX%JT3(#]?B8*O/S<77FYB?MEFA MZE`@JDY<@<=.7I><9\&&O5-+S^P",OENLL.$F:BVL"QW*F0%9)V#G?\`2['? M+%L&)5:;YL+695V8U_'RS,M5G=PZ@]`&9CZWJ>C/M2.K6+%)E4AVR:L3$S#P M,]886AS]AS(&,AEQD/C$1AX=8TZ+#EAMD@IN)LL)#V.!DH^8@Y^+`F8:7B3A M)2+E(N3%:-`D(V2`>(!D`#!7T.,OLN+:=;5A2%93G&>1I5>`X#@.!XZ.RX.3 M_P"L$]AQGHUV0#*UU\708N27F`<>;#Q]P-4P M,^8S`EL`EV*IV&.6?O\`V>Q?D;>&X;^D%F/^7:K?^=M:^5SU]_Y;J/BZ_I!? ME1_V_JO^>5\D'$Y+Q\I^MVQKY'T^?X\.^B,_D7TP[1I_L_KM'WG'Y/I_9Y(S M:Y>,^B7NL<4U!=;.O<(PO#C$/H[4\4RYAO+6%M1]"@!&UX:RX]EO"D,XSY?. MKP_)XY_+P1DG'A3@.`X#@.`X$=7?8,;5Y"OU=D*5G[;<'W&(>NU]OU9-J*'? M$&FK5(OYQEB$K^DI M@]]UQ94G.3\T8[(SEBGI)[*B96=FI!Y;Q!#N;UL/KSV&VUU.GMK.XE=JQFJHO65FI5\NB&HN*1L4RD;8HU\K];OSU9 M#="-E(-J+)EG,!D2*BW`6<*)6V"?=?4/5O6+4X%4@G-?/DY`E;ID@>0XXK.5*\.#"(?4+`RFPI&-NU MY`(CH4%S!]%U_(#*8?C6JOLW:#V`T;,[4LMSF8FK MT[7E,I)GF/L9<[%.3M/`C*S'#K?C60#BI4F3=;?4^P(R4?'D]5J05_V).BP* M)*I[+J8Y$'"56IGS$M"UY-EEI;!8^)BR6ZPTZ)F((HF)=8DQ!VX-@IS*F1GQ MVY;!<,+49@U@J-(&D6HHA!@@\N6^DUHB"(8,_$#8]M00-]A1A]MEQK"D(,FBV/*IL7S8RAMQ+KOE0M&5A=P@8 MD>*."`*.$$(R@<4,1AH849AI.$-,CCLI0TRRVG&,)2G&,8Q^3'`CS:>S(#5M M?$FK'),5\*8EQJN':)@$Y^FUJ=F13$5X^^2@:FFJW5SIME@#)I#K#&33!V/4 M0M]&>$F:85;;N4EJJ_6;8V6B"3OP-2XB1>(DI!IU3Q=N_3]W7[.-QL[VEW#8'W9^,,D,QRFE:JUJ+*BLHK.DZBHMX2 M)B&6&&/9I;2XA6&V_+&HBL=5;VAIHS3A$42V;;I;K?!VJ*O,`B#(]W<.K-LB M53#F9:IC#1CTS8=&R@4A["0A&E$&PHKBU`82QYFVZDQ7HMKJCKFS]:]2['WM M?9.:VS878)$>$#3K]>MM3EPCHB1>,?G9N:OSHSL/)S]SEY`]0"T-`584LLDP ME9!4F\D1%8K&U_7K[W8O7XUM,Y+,:T]DRZ6N,67'PU>`(=&-#I=+(;<:25-D MO@CG$E9]QE3C;,B3G+3=:3P9RO7KU5H8LVVZD/*)U]=:5>Y`[7,J&%F-L,#< M:T`*#*MB$.K*%DZY8:X$,X?&+\\;*B/&)']4)3;ZQ&R5KQJF*W08;&2N1M/; MVA)*'`LLH#%)'J^T,+@RW(FX5]"9#!D\$@`611%O/D?=HW`Q\>_YV/.MR+7R MM-'7>&U%)KWGV2TQDLL"I60EDBN_CTJOH< M7$S;0S!C+_E&E`\QKN6EUG%1M3U^G]L@828@J79H;JK79VHWBF1FSX(=%BG= ML4Z0+>*E-<(FFY&R56DQLCE3,G+MFN(LTBRZY%._:R#C)P83Z-D:4I0E*4IP ME*<82E*<8PE*<8\,)3C'AC&,8Q],:-!('6MHP,X1;X;Y)R:_9ZU$R]OA' M:7`[GMLNZ-5VGZ@NE?J&Q(8,>6LA.N:G)5795GC M!*+1/P3$T6&?FX4"5K;(*7XJ*CP\"Y;%"&@QEEFS^I5.K^OJE7:358YB*KU8 MB0X>)`'QG"&11&L-X4M2LJ<>(?7XN.NKRIQUU:EKSE2LYS&ET9*6Y&.D M8&1D5Z37%$!5BF+V]^0TE'D=]##2B?.3.4)QG"E)R7CY3];MA M/R.?T>??'_@9=H?]Q"\<1FO+QGT3CU__`+PVDO\`!'K;_N-AN18R2YPIP'`< M!P'`B3<6QIK7M?!Q4*@_?+_:I)-@(X0=P M@I[#1)2F6E)&&(>REO(=33&IR]91,P9:KC(;+V==)5Z>V'L>4!:B%SAZGB,Q M4'7JZ,28#3J#38U],?"1##KV1Q6\O%D&R1)T@62(I+!58SY$^`4BW6ZLT M*MR]ON,V!7:U`BY,E9B2>]$45G+C;#2/IA3KY19+J&1V&DK?(?<0TTA;BTIR M$>LT@ND*W"R\G[H9`+PAZQ$O/X']/+D9@5 MW#;J$,HP$Z0\"D&1IV0^VME#,Y=#-;>!5AADG5.D[KB9M-F;V#3+&C6]M<"#CG[A7 MF0+'#W^CD?=,A0UD@2R4QDX?6;RY&$ENML>H&5(C&!,M?@8^LQ(L M/&)?]L-ZJUOEE$''FEDNK)-D)$\QUXL^1/+=6Z^\ZM;CCB\J5G.<\*[ILE'1 MV0\2!X0&9`UF-`P:4P+DZ1(2XL<`/#[B/BB&'&6ILP=7^/3I/(AC6+5M&'"4CPK)JW@J'7!G#"2RW6DG(K-U%S[*AU=T=LW1UHWSO MG=%3HE]^5?LY5CKE"2TU)+C]*"0,;%PX41UVT7978W$I7J9J<4..1/C//9L% MO0`/)$%98:9'@WV6/_Z9$Z.[EQ\8PNK[>VK6[0%J^CV&:WGO*<_"-(A86SJN ML="0*9F($(K[=`C+;*2[T=3H`F.*L)\:"@F3<'=?C';`(EGOL.\A:\H5FOY@ M!DL#680F;=CX]T`8TUEA&%X:'$QD$1 MIEUMLXZ3`UU6+GV;=.ONSJ#N'4E1V!K=N,#K5@"4=B(C1,1V8*3,<4?*14E& M>T!7'R[19:G2$9;\KJW?6;6\TZV^Y&HR8G]GJA.:GV'7M_:W9"@UK]*+LQ9K M[)5>R<;-XDB5'PA"!,`BS"5ONO-LF#AR,F[EYQV*-5F7S4G=E#0-B4KL!JFRWYG%^7/EQGPSP,2MAVFY2]@L%;C1(2:FTU5T'8G7.\(#G*Y?-8 MN%EBEWC7)'V7!EB&*Q+8BK`*X*9X"$H0L#W28]F4)-L6-.:[E.PK).M:E:)\ M[HC2;LF3CI*W_9)V\VN=KCYT38>M](M9*+*N;T91+&V0%(6]!;Q##FV*LV&P5 M:3-37I6/F(5R1S`R8`DL1'E1;+:'"VGUY$PH56L5 M3IL>#92(B&KY%H-)DY^T$P=>A(FO0D239;"=*SA$=&1D,UAIE9"D)?<((\/< M%E.O"DK<**A=+#G.?U]?7S[1^1T>$8)E_/R!V1C-@ M`<83\\-*=0*EM].0E+[JW]YWU3L3"I!U4FI"!FVU+2TV\(M*4J;6IA&G+7W_ M`)>A3XZ(T:)[P_),R&WAMLZUPYY&5M,+?=(?[+]T3E9]ZIG!N1DDR;^4,^IE MEO*\Y2G"LJSF3DUQ\I;!N[L.%8>E_;N`DVW78ZL4Y(K;U2>NUND4 M1-;K4:_*2QZFGR%-#,8Q^8.**V\6:82ZI+3`[*%O$/+2VVE2U)3D(.TY$7B_ MS;N^-HQLK57YN('CM7:DEFU,D:UJ*B#"G)ZRAO--$#[0OK)##DHRZE"H@,84 M#TVR&S5/$C>62KKC;+;CSJTMM-(6XXXK/@E#;:+@XH)"'#).8/$C(\1 MMQ?IH628:ZP,PA;GYN,K5C&<_3\O`BV=W5$")/:J-6NFRY2-5-C%Q5,A<>JQ M*138#0,81(V$B!A1G+#+RPH@;[A*!/*M\MUUH`$\H8EK$N.U-PC8DL06MV(- MH/9M>E)61C;"''93<@XJ.]M'2%>%)ET..JC3Y0T=D4C#H>'FGF6@@ MK9`5NG8&.`V3MJ7F8V!W[K#4]WQ#,:^UWX6.PQ=;@J39:I$B3=Z!6\]LG8T3 M-?9;*:PX4PAAO(1B66(^;I+)2D53(=^LJK%#24?8)2"($L)$2"5G5.SHS)(Z M6K4_'K09&0=U\Y2F2@7W\$J;=?\`+DQC]TI@F^&A8FNQ84)`QH4/#1K.!HZ* MCAVQ(^/%2I2FQ`1&4H8$#8PKRMM-I2VTC&$H3A.,8P5V##P8Y#+AYH@+9!8@ M`ZS"61D/G'OH%!"94^M"72S274MM-ISE;CBL)3C.=%6`2J:%FX!3O@MFUMH6@F,*2<3`6".PR\$_XX:?=(QI MW9V)T/1-?']GMQ6:PRN@-+V:-EJ%8IJKS/Z5]A[DDB)("-U1H&,BW:W:+9]Q M6>!`N@>W?;EI0!T=_+WHR3[=29C/1;W3S0^V=M;]([Y=Y,Q5:W]9*`14^O74 ME$]%3D-U!TO+S(\^^&I0CB4VO>-ZP`&[<;$EKT4N,)BP*71.V\+#V2A1\C.6O5&Y[@'$9UM9;>+&C"1S&ZD2;+L?$ M[_H=1B/2A9PQY#$X)ZY@66C62!@:SZICWB'0^R.O)35=(V-KHVYOEQMLK([D ME#SOC(Z\L$!.OX;;8S)D1*DNNCB.2K(AA$*LU!3;#KS;;:HLXX(@LW7S<+72 M*4TI'JK5WO#T8SF(AI^L4\5B'82\Q)A0X$:J4;H:9B)F6DO-9>?>C1$*6PE1 MJ&6W"+JE3VTP@WIT4WOIO6K>Y:!OZ9$O57A67]APD<;8HJE60%`TT,8S.RL* M/F4;7'1T^X`FY+C6Y$;&23Y;.(@^1%`6D\9SO%LNZB[QA>T_7N.L5@"!?D<( MD*EL&KS*ABI`*1"QEDH2VPSWJ8`*D1%)>SCP6"8TM)0#I$>^*0[&HFX:ZHZ= M7\G-Q5UYT)",4_XHM&3QE+W;L2'<=B1NZUBK#"&,]?-..1WMR?Y,P)YJ"[7; MQ"_&W+#^TA8%$PT-$A#1L5$Q4 M:,V''1D9'!MLB`1X`C*&F66D(;:;1A*<83C&.1I4.!C5LTB$VU"V2I,5J%V* M-4)9X38VD;M$QJ'K-'"R#1,1)!LS`S^6B,N1C9`AJ'$Y6I*LHRV3-B. M-5C^S"&]6MVP*_T6`#9G6ZY!5"OPM5J\1&P%&VT*&&*.TE#;;:4H0G&,8QR-*UP'`B1PM((HOEC\C#F6'T$/ M^Q92(U(DBV&.6;V3,)PF:8>>RVK*L*3K1R_;W>D7H?[AOOA\AXQ#&&?)BD%#JS[ MO"WQ3NR'=1;;RD$.D-81E;*\(RRYA"L8^K32L9\\G)OCY2S6[Z&MQW1GN?(. MH4XT!U/[%&N-I:8?4ML74%P?6A+!1L:*\I249QA#A`[:OR*<1CQ5B+.4^BN= M,<>'3WJCC^QUKT7C]7/Y-7U;'YM$IA M20UHB0\D31,V1W"NL(:&>VX\"6,8TT26$ZZ(^T0VV9'E/`GB.+96M*"0C1W& M7F\Y\[;J%(5C"L9Q@.SP(!A[W.;9MZ&J`^"UJ"LGFAVBZK'8.7L"=CW71"*K M3&S12H]RK1QC2FY.5PE:B5X4R$IOR9)41/W"G`L6RRUR0&G)*L/.OQI94)&6&P,PZ2TEO&QSX+BQ2,^W60T6 M1S&5:N@0=Q.I\/@&7D]>5?8L#9K-:;%.G*DH!J6?8#6K)1Y46&"XOW9[HAJT M2AT\>^^T\X26X4%>G*:JXU:^2T;!5"5B[[4ZG?JSA3,_[XG:=:CQY.KV6:8# MDH'!9`A<-`.@F`*B9-G,6A*G<9;&4.,U9L&GAK";L9YO,567=G5*M1MDL<"& MHFROV>O^[$%F'19_$I52FHJ']LP$MT!12/3SAQ:D):2@4NT77,8BR7R8A$B88TTMG"ATL^H]Z@I(? M"G`QZVG9GX)R5,L,6N]:C+':@MC5IJ$+(L%(CWT/#+NL7%`13LK;:PMTQK$M MA&5+`#QDX=SRC/LND^S"R\WK5Q@E[W;L*Z@PO6/K+6;4[L/M06_(Q$GM#7D: M#(.R.H(NYQDN&[=8.J3K;@DJ>R.?F:D/($$IJ5]V\Y4G>P*>U'?A@*0P M6N`\N2)%+"G@(NMNB5?Y2R2WH%L%^XRW8@2.V-7[%!:UL'W:NP!M:H]HH!#; MM>`UR"460K9$=+PH;MMDIJR6$*%G"C&H,2+9'5'KD8:8+.[.'JCO*R[]UH1; M+/0)RD&1-EF:J.?)I83&WH2">P(FXP*&1APY6&5X]9J+**;'EZ_83D@>GE:>^.JU:[IL;!7CL?9[/!OG4^ZR)2GL:L MK"J<\BJLSA0?X]EYTB50>Z*1:P62@HZO9.<(=3*&/HM;-,./JSCU9WBB+1)1 ME*OD%%U"\2$8L6.?)L<:%`SEP9:?(:B2!&BK`=46I$-0ZUXR_+M@E9)9P08& MT!*2L:B=V/%AU;WGVE*'4^Z##P].G;E&6L\5VSYFZM6(P@\EYB"BI5R;9L6.<-LQB7))VO`O'@DK85*'B3S)/* M:C+5Z%]<:YH^H:%3]7:SK,73-?T&O1=5I]6A6`*E:W'G/28: MQYW75N//.94XXM;BE*S&XPPA>O`C.Z70^JHJ[/6K'=J MCD">KF]Z])1YXN%"'K5\@Y>`D`7:_#O.Y)-"*P63[1QAF7 M.J>F;,FGU*,I4&Q"QKAABL..FRDS*.M$S=BFC%8[88YWSX]@4M1KTVO]!?Q M_AR*GHT278AV7]D6`,]H*\X%G[V(ZYG)*ZS,$#-2=7K$YO:- MR-O"'@&0=^3AN1JD(2#V)L*;:KX5MG M%1)@NO*VT,1(6W83=8//%+M\C`1`N6HZ.';>;?ERP\%Y8!]R2R2>B3:C5P*9 M6XBL1A$F:+$B^C]PFY$B7FY0IUUPD^7FI4M2B9*8ECWW22GU_5U]U:O#'CX8 M*A_=P]^NS\'IRCR4Y2`KR'(E7[:\(ZVU*T^CQKP3$M"4Y]IHTB-V-=D&9!BS MB&Q1HL?WL0-+KT/5*O&,0]?@0!XV*CA\NK0,(,C"$86\ M0X\240YGQ6Z\\MQY]U2G'%J6I2LE1U?S:[L$B:T8@^QY/G('U+H73RF@B*A5 MI))/MOO\RM;;D2B[9`?C1V1%?='V%$/#992.Z6.3HE"%A8FN1$9`0,<'#PD* M`+%Q,5'CMB@QT<"R@<0,09I*6V1QV&TI2E.,8QC'"JGP'`^P3];UNB-DC86!J6Q(A;][M4Q!'3%QL5TO)P3:(N)AK0/%6.R;$L M,\:4&$&3"QX0S1(WM@\+:P!@F*J1=>L#MC,LU\UXVS+6,6L5.:-`.L%I$C:= M0,IM)M:F86D$V.6*F[,*"DP4> MLC,E?8FHNO:=BY%^)1)-^X+N\X&PIM$A?8VLC(6^+6X$IM;:XQU.9HP93A*& M6G1VP32?9R0LI<+,JBR[M_E'P)$B:KDL[K:FQS=+D9>$R9Z5G<,N$?,V.)@9 MI<8^EC([YX#F7QTLE.MXP84%+JU/`"`UC$3@TQ>17V-BTB:G;Q+U@ZQ/SKEB M3(T\.='%K9:><;0:ZIM; MYI5P0%7#B`(-DEF,+D(".)AH^0"BFXI(T0^XSX10@J""E#1^!PQD*9]53;BQ MD+SCS)3Y0JP,+$QC8+,?&A!MQ@CT?&H'&:;Q'1[[C#KL09?+2L MR=>7$8(C8P!O`I[!KN"!7VO%3["@WF5$D1(J'E;=39UK;&QXNK%:Y%;+F.P6 MO9R+J0]NTP\R5(SOW:9;ZL])"LJ3$LCW[IGC^L-R%*NT!?8$.>@"D+0\,`Y(1;KX2YBNGGQ@ M,MF!L@819J(J>"$D6LOC*7E2//C.,J2I*LQI0=C4$NVBBRE:G%U*^06%NURR MH&R:&K"E(=>@+1%)>%_$%0EEM)28'EUISP_/9=:=2E>`M[3^PX:;9/UL15Q= M:7S6(,-%3^KAT--QL%`O,OB5*;HQ0H4=&6#6LX!%K3%&A-(:94,\`2T)(!&! M#DA9/;#K@+V0UU]B#ED5Z[5YYB)X9MHA3D'-JCV6WW$ M-.N,^1*LM$L>N$4)BX:AM.7F_P#77=D0ULBFLRY1N-F3M`A+5V9[10;ZI2G]1-%66)@%H?IU@ MB<3%=L7;"_UZV!%TBO9*<;C@2D6"0S@%`J32W>$9MB_7;KQJ/JIIRDZ(T=5! MJ=KFA1:8Z'C6WGC9`XEQ67Y2PV.9,6[)6*TV&0<<+D9$MQPHPIU;CBLYSR+$ M1$5";.%0WLBQI"):B+&*Z'K64&0-+["A;(Y$GT.UA2`AL3B>PQEAV-B#LK'6 MT;ZBQ6W6U-'(PP\WZI%CSY>Y?:.:UJL%R^XU+$OM$)5F/'D,"#%,.N=RZC76LR`X#@.`X#@.`X# M@.!XK.ZA#;/SX]E\+.B@6D::^/TR3TOUS^3'_O&W MK\O)#7+*?1(G3IO#74;JPUAQ#N&^N.D&\.M>IZ;N$:RK"<.-^JVT[Y%^'CCS M)2KPS]<8S].",H9'<*UBG<-$SX+\3(U M'54=*2#^N==A5MF#TQ42T:8.*Y*2BA"STQLCP00)$M4->T,*@PQ8:"WIF=G9EPY0*HWZ%)S0$@\D_T7XW1GHF[BVRK$HB+',!0>-A1#0,DW1;9&C/(! M)/8(P(0S&VR'9><=`4AWU2&D89)1Z;F2&BKU%H%.CPA8^+K\;$A@V,FW!CQ8 MK0+(MD-(+).EF&F$I:06:Z>_ZN<)\%^LO^SP+@#B8R.68X"",*N0D'94U3+2 M49(DGQVA7SG/#'ADEX=A*5*QX95C'U_+GQ"H<#KO%C#."-$$,LNG$*$";=<2 MA91*1B35#L)5G&77L"!NN>7'CGR-JS^3&>!]O/,C,ND$.M,,,-K=>?><0TRR MTVG*EN.N+RE#;:$X\G<>N;0R4W59ZM61.6S)QP+W,2;16).,4+,I?6Z$E#9`\BVD;+N<$^R-; MHQ.R%LCI`)4?0-KB5_`6V9Q`0LSJ:9U!B2(0?8+HW)FQX2LX`BC'*ODYY\R+ M>++;<:)#2>E8^[7O7J63\D]RDM:U<>0IOQGZ8O9(MNEPI1MNQ]^]K528/#EV MY0^'*PX'URJ\]&)?8;4O+MT>RP?C#$.U'9E+]V:O+Q9\[HIY6M]:RU+'8GQ- M`9CI=7XIJD@R38^N(:(XIN*D(JCGQ4K&WC6=++(06'&+;(;@!1&T,`OCB"LM M1J8TT8]==Z#NS4^UJO#1K!]>QL-<;V3,.W.=D+I ML6^`7&U;")]*03-F3-AL/JR1+(6<2\E8*D7#;/R-(IVMK)>PHH4B!L9]!V%7 M5$%TC8<(*`3+5XY]KR/B$BR`Y`M8: M6+#7C8ZPP0,@,^&2RZ.<$P^A6'66U)*TI=C=QM4_L`5\=/Q746L-=R[76HR: MWIO61'+L&NNB>E9]]4='W67'DL2$/,[1?A`QXRF4UA3.$@1T;DQ"8>,9:1?5 MGIQ;1^F7334/2+3T=JO5T3B"SYN\;!LF6TR%BGI M64D27UO$+<7EPAQQ65/.O..18BF6W"K2MLP,'69,UNPY@&_(6)BSB"B2K,"4 MQE]E9A+!#)8:D"&#Y9<2ZA6$N_F*QC/Y`P^LM^F'["G*H)NJ=E(M#E4?U>>\ MT_3>RVNE$RC41*1Q4>[9$L49)9STBF1>8)F::M9HA0[K!N?N-9^[*C5=!&UO M3A:ZTW'X-=/E9N;?BD2K,:;.S<@_(218`4Q+39$2"MU["1P6G_9`,(0,(TP* MTRRW&DC<#$CM9;:\56V-/2M:G;6G8+L8F>B8#[KF;S5A)9@LM=;A8F5@9*\2 M3A4>ALF/:)Q',A+7F3]9+X<3,DG9A0/>(I%PM!.O=C"7:CPY4:9HI&P-3MTV MA3.V#'!V;!.9O=?A(%W=C>AP4)LY*Y'(((KJ7W"3?7`Q-5^HRBT-*,TR6K5: MC<56-K,6L[4/E/UNV M,_)!C*OCO[Z83^NSTO[1XQ],9^N='7G&/IGPQGZ\D9M9*6MD=QYAI2GT*SE*%K0G/TQG./#/!&2>>%. M`X&,-VCB-T;<`UK.:TDL:UTW+47:DI=[C$%XJ5]O#HUD76*;01V9F-7.$T-] M`LU+R13!<2*4H(-IHDOW2XTF%.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X&I_<'S#=8=.]I3.M,A![/M\51ZC%V;?W M8&BU;%@T-UM?NDI#0^K8W<=[9+1'5P:]R4@\.N04O(<.\AM1JFAO>D@6F9Y1 M$TVM,$,%,M$BOLDCOH2XR^PXAYEYM6/%+C3K:E(<0K'Y,XSG&>1I$JZ(;#39 ML?$@1UAU??,FA72ASK@GV>M.'!R;DI.UL%^.*;.C+8Z\D:6A75)#<>-*844['!!EHD;7>)*'@39/TZ,@UXNLR%K@61*9NB9#FH9J$JUUGHDIQ,)" M3"3'&HU+(6<3Q6$D9&=%&5&2Q$WOT^48L!Q-?:BU52SGO,[$IEF;(=B9%1@3 M"#+/4'&4F-@FFH7Z<@"\/@*4=3E[]RDY)?,"54I2A*4(2E"$)PE"$XPE*4IQ MX)2G&/IA*<8\,8X5]<"%MK[-33S("EL(D8>Q[("GXJ@W`X5MB@IOX+`CT!0[ M!:LB3B*G9+LV^_B&>+C"PWW0W6TI?+R*`82V-#YE_A+Y*4_5T#&4_<5W(EB= MAU.7BIBR:&D!"QHU)G8$!\(P1^N/9(E%.KB,>U>M4NV2`4IMU3M@8J?=AUL" MD@]L['+?'UI6P62I];*-;W(GO=V&6AV*D=]7$"(BWK1U%U'*LICP9:?D*TZR M/=I&.3B%HM=99KL,.DT=;-==4S_&,FPS3VT=24."K^N*I3@=/Z/KMAA-!:"( M,:/AQ+Y::_&6/[I6ZE6WH?#HL'',5KVT9(E&+(L,@@Q"&<*:9=.C66&C+(8D M4X4B0*Q:H*X1:9:`.08.EYP0ME25,G1&<9R%P\"R;EKBD;`7!/6^O"3!58D79:NGJ<+#DX20>%<#>)C).. M($D`U.L.?G80[A*EH;7G'G;;4D-:7=SN#NG2\O7.F_7VK-;([C=DZ_."=9I4 M60C%Q="@(WV\9<-V[_`_=\W@H^1OF[MQ6M3+UJO%@+E)*8.$$=6 MPV/'@>Z>0&&PC"EO$+((?$14,[^%1??[N97R@*['88A)FQ,M)JUKM`S:]?&6 M9,J$P'0Y8X.59F8R4F"[+K>W2U4$LX+2J[' M$62#;CQ8[!Q4D.\AAB/%(:*1AA]9H))8G&4ZW7>QW,1%-U_;I2FL11=EA\E;=*A$J??]!IACUGLX\RO(A"/-G/@G&/IR+&28 MN%.!">_=J,:KH!IP;6ZBEZBBY.-(G$6+:5DQF,I41F"#DX4J2!=G26 M,F>!@;30WG6X0PG'J8),TN#4-#-US0X>O35EG+I:7?<35TN-D-P;+V:X3;RI M"PRCGI-L!1T=D]Y3,?'B-,`1<'C]/R\#EX&,EZ_$L.N=.3L18;?9[ M6W))ARMGQ[,=9*3!TV*;=9C;%)U(ET:4.-+2\/'O)8::;R^YZK)-63G"G`X'J5U4:A+1VLV`*.7.3TF` M[9*)U/UG*LFMXWUNB(`*#>DLN$#98JM4P4(=:Y/Z^H-$B2DB'69G&HS8917< MKY&H8DGI/;^ML;CO!+$#A:K[)1,9*6[I]8M.QIVD9W3L.*K9)VRY:V7'L)L; M8D9"REJ[#[(V*Z85L:Z;-8:`;AY%-H(D7V4QB6/MP4R5,;PHA27A_7>>N?JSXS_`.K.W3NUE]CZ/`W*N['A&*G9Z74]F;:VO4I[ M#E:D:S(1[4+0Q@O5LD*J14;;WFVGFT,D`X;;F%2#5>C43;+NN["CI M,Z(C2FG8M5J:/+HL:2-*KGI6O0@K"I&P3(*@E9K\:IQ]K#+ACC?G]RPVORD/ M(:R+25PIP'`@RZ3E6NSJZ4%?NU6!Y-.(]),>XFH0JL2DHTF0=CP#!TALMH'775.KM)TC0 M-!KK=5U]KJ#CX>FL0RDB2L(9'X==Q:AI1+:GW+>?*$OGG2#OJ/2!I1#I67LD M/8+G.PMKF)"/8BW(.V2>O*OONA1$L')7Z@,SHD?)_A MG8%KI3!8Y@(KHTL_&^\7'E-"(-+$'266>MJP=3J;%0,F['+/8=ECBF8=GT(: M.`1(8"%5Z`WJ#CH7Z+/F])!5\\"!=A56X564*VAIR&B MY:SO>UQ>*&9(*@P=D0XF?+YPY'T208R]Q8JE_;RGFL-%9S@V;58VVUS,BP,:CR&P\['$P=GK^K],J;582O5<[=/:C>,J]2.K'6*J$(_&VY=@+2RA3CN<84W M5]<5!!*#K)8CNM-L-D(C*_$O:T+6Z M$T?0YTIE]]&2'AF!$(^XB$LI:?962>K(&@:3@J783+K*R\Y?;X1%BUH2Y7(A M$G-P]/BLN-1%=Y]U;B\Y6K.+WMF:Q&_UB'2D#KRRN51$/#5B<_=[0N1MX;AOZ068_Y=JM_YVUKY7/7W_ENW^+R- M-3WQ^4R94SX1K]P@(EHCU6#W`^1$TICT<.>X3Z0TFPKSY1A"O4\,9SE* ML83DO'RGZW;#?D<_H\^^/_`R[0_[B%XXC->7C/HG'K__`'AM)?X(];?]QL-R M+&27.%.!C!5DV;9V_;3=##*&O6&EBI/7^M\U]QJRVB?N\K#1*-J2MEF"`?M] M015)1*J^W&1KCIZB@RE&$,H5D)9->B;=@[!IFJ:59-B[#L`-6IE2C'I:?G9# MUE,AB-*0VAMD85H@Z1D3B76QQ`Q6GBS2G6V!VG'G$-J*CO1T":\!/[2L0=K` MM.UY!-AS$W.2CS)BI5!/JJIM,;`B(B&C8%B'C25.NBY06:@DAQ)1I2T)4@D; MNQOZ^W.A485>N(F)EM@W"V5B@4[\1-S9%9AI:U22`W;190:O'RUGD82L1:"# MG1PA_P!F4PE)1,F+7+>+AUAM4^_ZLM9)\W/K2TR M0RWG`48V86I2F@A$-!A->5EAM#:$XX5>W`\%'R'L<*?6,0[(DQEUX&[VJ'D M(?`IQ$M:XJ,D6=IT@.9L%UUZ-)J]U>YR-A-D6$\J0@;%K0"<8&602P.!*M2H M`GMV,(83%!F"TXEYIMY&<90ZVAQ&<92K&4K3A2JLIX40HDS.F:6.G?4>L]3->'PV;5.[8V[?9LJ\[ MTWY>&8Y6P=R;)EVQTS%EGB`!F&@8D9`S8D1%,^(L1%CL",^*&L*R(BO5ESPI MP(\V+>X&F18PLG'%V65L[SD-`4F*$9D9BU$/80T6,R`^I(Z8H1@C"SRB,H$& M85^R*\5H0L-.5\Z%;:ZFW<_L-TOATW/6]@.&N6YNBDW+B2\'7I1A^`/(ENGQ M3-:$G2:]D.#MN0H5!DTY5Z`(].R=HLD]'1#+S#$K.2)2'B'SI00))CCCBW M5,I?2DEY3^H&(E]66YI$D:)L+7 M[_LG6V3'Y4IQL\3./(^@\AQ7J,N&"F$3,*)@9H9+KSAQ0XC0BY(ML7!Y>&TH MPMXE0@PH^'"'$>HM+3;;7GS^:A./#&"NWP+3N$X;#QF40:X%^U&X>Q68.P2: MH@6RR`;?NUP34BA!#H!$BPVII)*6"L"J7AY3#Z49:6&OW9UTAHJ`074(J;EZ MSLR^YI=TT"-)R=>W%KS>%Q(]X':M7&`-RN*?,CRC!U3!LMU[#B(9VQ2K&)'S!C"Q^88DS.49LX]):BTSUPZTT.E=19`S5VD*H MNPWC;VY9@YA^^L&5TEU[8-DV1$V&")LMZVU8S(H\M-@R\+)7>,U3:)J)=V$C6N+(7!5^XS$&"\XJ+7)- M(&6>$E1"X4LQL,IS#^<85%A>USI%6V#!N5ZWPXTQ&Y)$D1<.^HR=$3$<]@J( ML,!*"K9DJ_98(U"28^2"=8.!)0AYAUMQ*58*BN%OL_KB4CJ'N`TF5;.R6BG[ M=9B%,0MD&'>3@6)O^(H%B%IVP<#.H2I2$#Q,RXE3H21G%YCF"99I\:=;?;;> M9<0\R\A#K3K2TN-NMN)PMMQMQ&%??`U%?)9V*J/2`2*W MIKFP'K[.;-F*?KNG]<:NT#-&]L;(;,A0](@Y>FM#R=F%D(E["@7K5!QY\J!7 M5E)>%-9`#5&6&>6&6:M?'UT>V%KVSV?NOW2GV=E]^]]5N&#NYV'!C:9UYI#* MS92-Z_:2%:>,!@:E6"9A]DI\-S.9%:<+?>.*4;*28B-9S;6^1I95JMRXD6>" MK`D;<+Y"P(ME:UZU8XZ(GSX@HXH('R0NM,_'AWS=><;::1TQ[0Y6XZM+;:,?H1O&/ M%2UYPE./'/ZN>2,VN7C/HG3K_P#30^D\9_\`Q1ZW_P"XV&X6,DN<"'MW6^>J MU.:CZE5;;;+A?9@37M68J@R\)@9:R#&H5<[/.Y>&%JE/I<:,1)GGN.8>],7` MX;9,@^(*^%=U)K6`T]K6E:RK+6$0],K\?",/9PYZ\@^*PG!TN:X\Z^\_(S!R MG"B7%K6MQ]U2LYSG/`D!UEI]&6WVFWF\J0K+;J$N(RIM:7&U92O&4^9MQ&%) MS^HK&,X^N.!QF%BQXA1YK[0H00[Y993Z\-LC"C-*>(?><5X)0TRTC*E9S],8 MQX\#%G1XT+N.U&]I5/V29B)^*77-#.6+$&B#CM4$Y%.(O%#C(IZ0R*-MR00D MS$N\^@Z9@AHOSM-,-,I42,<65W"G`;P\'VL^"\!B^5%Z] ML[\'*0$=#C16R]FKR.<_B]%$EEQL=:3[*FYQDY9:$!K[;5[7?2D5_!4'(,'F/AE"NLJ(P:IRQU/5F'0*^96*A!PL@?\`<"PP6$O+;2D)0Q;$5"1S;IIS M[([2E<),TM/J=UEF:'.W3LQOF0BKQV^WQ'QK6PK;'#20];+V1$:TK^)4P.0G MYR3)Q#TNCP&!7K7?K60P\]'5:L"&$ABK.+2PMQ\DEX>/C`FGCCB!@1R"&B3- M+7UGK2-A=\EV1P:^]8277@J#W85 M+B1D<:(N/'.!AZMV!AZY$Y3%7(Q"8U(;:F)]\K7:?5_8^6 MO\BHPXW>$2:]0=@4NS%+IUDZYPS,:J8GM;6Z-%2/-ZSM48"RLLLUQHGIQJ*D)D"IQ9 M(6+'.1\0Z`W+.PT>40PX?F/^Y,87A'C^R/--_KW6TJ#&99"H^#D372Y39O7K M8.$.(<%E)PS8FJI>QD2.'BW9R.E79A=`;.>&';)!4W*51Y627EKCVR2XXGV8 M1;;V#>--7S6D%4X*D[=^4?L;2VJ-J.HS\H*[5]+Z;@6F'K_O3;TI`URGNFTZ MG$C>:3E%B1LVN9B&C+>]MS<-M ML9,_V1WY828R2V+N+<'D\9F8NIT"TNA1-4R$'.V&^39B;+&[*>-C1;;3;B%4V8AHFPQ4A!ST8!,PLL*\#)Q4H*P='2` M1",MOB&ADH<8)'>1G.%(6G*58^F<<"`"52O7Q9\_)2\I8])F$DG6%13(SAFE M5.OE%/V-G(S39!NJ,-N(3)87ZQ%?4C)RU.1ZS'(XF7H['8OM+I[K#I>1WEL: MP9)JWFAHRF15385:+7M:Z6TAF.H.NM5U^)R0=>+SL&:+8#B`0L.*(=>PO.4, MI<=0)FL6'G3SIQ<)#;,SW^[G1,-(]O\`8H)#-"UN*8W9*+TIUK+QXD,'P.$EN-:3[FI$:SFVF=]O#Q#*L$2!Y:V,M,-(^KKV<(Q]<\#7[L"T5&(C$[GO M=OA[1H@F/LEFUQVH9>:9L.@&I]'OIVL7]P)@$I&3N*CN7:('L6E#; M'?C)MU$'&/9<,JL6\I)+N)(PL4"+$:RSLX4X#@.`X#@.`X#@.`X#@.`X#@.` MX#@>,OL8!(S7SR]K/+-3(*H78GQ?8@@HE^T!.2!R:')2!HH_X?';8E36Z\_* MN/,-D,2Z8U13WJ8B&9-IVZ.<^3V:0CWB?GCZU+QC!QV! M,O+^7OM@#DE? M[?ZG$9KR\9]&4^A<9QHS3&,_7.-3ZZQG\GY<5"'\?R83C_ZV.18R2QPK#S66 M,;OWA;-RR->L0],U/(V+5VI?Q=+Y6"?:XDHB`V)LBJ4$53]D?8"[6Y3*S*SPM6CYBL5^0LIP0RU MQ]?`F[G-5VJQATT;Z8S+IYHPZ7'<>9>/R9*_-3_C]V@UZ2VB7%NWR<"9G;%' M0+#[-?K)DJTV4FI03AH@4I(Q]:96D3)QC+!,@\VX4I@7#R1&"0B'L18K).2^ MN-!ZZOOX&NFTYMT^US<-&NS5QJ^F*L.](7B<@&SC`A(\3W9IDD5[8)AL9CW,C(D%R!Y'I M-8\[S[KKSJO%2UJ5G.UE0%R/:+:$'*0=A3$M4RCQ\Q(+F+*J/DW$/`5J MCU,KVHT#=M@2&&VRPAUJ6][9K+Y"66W%()AFP_K78_N5MQVR636%5A"*L$4[ M(A"1D+'28P45+0T9(P4*F>F)(!%HDA@1U%>M'X7[O)2G4H2,?%H'J7,Y,LM! M=J(#9]&L,S=\A4ZTT`,0B_Q^19`.*"8?&0TS,0N9%Q^2D(R4F!31&VO)DL:1 M#?CW$*?8PM^+$VGJ*JM=E+()M$F$/8M95;'A@?O^$*D*U$/N>],C0A$/$CQ! M$B_E&3?16K+RF484K.$8QPO5A!W(^/R!W]*HW/IB6:TM+=A9O8.P MI+1.TW"--]J-:PU?%$IUF&@(63+76Y39=$GVP8Z$V"->XP@P:I3IK;;! MCXS@94<,<-)@N")W9CU>Z5RL0A3U;$D5ZX@3C(EJ>($E)RP[,N\I+N-%/U9] M1*CK`X78%/MO2#[;N)&)6'.U*SBB&!A3L2^G/I..-BGO,OC/I=#-%>='(:=8=6A06=K^G;(>D8Z MT[?EZV_:J^S.0,BER9[$58[.V:R&85+2$#EAYV(5EZ)C)!UY3. M25M#%-DQU:E+K6KO\878+;W9:V7\K=&EN[%]UW0)_=NR(/%QW]UIVY:,1VMM M.U/[!4RJD!LSJJ5=Y1AUJ%@(T&;K#Y3W[&<&ZHJ/N;/C-Z2RHQ-W3K(LFIUQ MC7=#@84R^;!Q!3D9&QQG:S8,\X5M#<]HKD)KI%D/TW38`;,KE@MZ+??E;-(! MX(3A./+-%R;%:S,NV*NP<\]#3%=>F8H"3=@+`,V'.PSAHS9"XR7%9>):'D05 M.9;>0EQ:4K3G&%9Q]>1I9&R-<.6](4_5YE5,V776G$U6["C*)RR.\0.4;6[' M'(?%19:9-N"HP9'OK\F'$MD,Y:*99>0'SKG9*K81*U2S1>:MLJJ-B_BBL+4Z MX*^P2G"1[+53GVVW!4W7-'C7#9(XCROR$J:M*DQE:K<5A:29^TV`K&!P06,9=(>5C'T3A2DD MF8B+EJZZ!=6+_N'8,?WK[0:X7J"*9,LTUTIZ12KSLU$]2*[=7F7YK:TS[@QP M"/[$[4!R[B0%#&8!J$46Y$1R6L/R*BJD1K+=SR-*18)9<#`S24SZ(S;K[+:WEIPI:,9RK`82SVQH[;Y$$ MP5*NUFI74AT[KMVBUUZ`9U"O`R6RB=;W^%M+,D34;:6F)=9<;DAEP-D823#' M,"%+&#D:S=N72%(D-W/8V;N"JB#L0TK:(J.CJU>IZ4TKMZQ,D#UT_?=:UG(. M.-UV%M$/"XQ&A29![@ZSY)3>2D/_`'J9$1>;.I"$MI2A"4H0A*4(0A.$I0E. M,82E*<8QA*4XQX8QCZ8QR-.`LT,!K#YQ8P3"GAQTO%OM#-9(+>;&%8PX\M", MO$D.I;;3X^9:U83C&BQJ_8'OB1V8?,C M@=(]A=98!=.S!`L!O7VEW1SGR]_KZ^H]D_(Z/#?6_P"_+N;_`)>+K/\`^6%[ M9\U_9Q_W?RWQ_&'88*V]LOD@M$$J2PU,V;5KA(\D(.*L5X#:W;N)0AE3!1/K MMNL1Z7,J5Y7C/HRXT/ M_>.TS_@HUW_W(0_(L9+;[)7*PU35Y\;2A[$]L+8TE'ZNUZ16FP&RH6VW;+T: M':CY>99?@*_#TX/#\J068AW"DAX'&',/?$!)$Y)+H-/C*%4(&JQ0S8[,5'#, MDK2[DETV1]%'W&2,-4.*[('2!?G==?6VVMU:LJRE/ZW!5L[*TS2]M2FMI&[8 MG3Q=77<;8<'71+!*1E6F;1&QQP4$5=(`$AD&X!UHP[$C'BG)=&&E1QR\(R\P MTI))BTJ*4E"5+6I*$(3E2UJSA*4I3CQ4I2L^&$I3C'CG.?R<*QGZ]0ID\7?- M\V&*KD?/[=F\Y@L5YXF1'_1C5U+@=?'.RTA$Q1I2@H6<#.E(O*O7';]1&"& MVTCY)(BWG6VV)D0%TIMDEX13S0Y"L-.*2Y^;P+OX#@.`X'7++$`$)//)'"!" M'>+,,+>;&$$$&;4\0220\I#+`[#*,K6M><)2G&9:>JI-@'-3YX*Y2!CPLF3`ZR,8>8)*E\B$/1[#V&G1/N'E!42] ME!:V7;-=V>8A;K)BW^KQD4-,6Z\18L96A-83\BD(E-2FF"24!$@2K)RSHE&" MGI,&+2PR?EUXF/*DQ:?B+761:R;='YZ*34XZ)/GCK&DUAR'&AHL=\N1DG3FE MK8P($,,XMU?CX(PA7C^3/"M-'737PGR@;CJ/R#[H;C9;K+JFQS[70?0KYP$T M#]X@Y"3J=B[2;FB,"(R'LF=-CG45>LR"4GTZ/\RY%@>9>>&!N3,?E-Z-TLS+ M!P,/*SDA@U0$+&G2QR8V+DYN14''"NF$X`A84.0F91AY.3$*# M`]ML+;%;DQF2`[+@QAUZOPSJ4.0H;R"3FTRSF!8D-76WZ_=.Y/8ZS:^AK!,0 ML5!V(BJJS+%CL?A?7D*%'DVZ1A*>PN6!;GYR7,9!+9L`KS6$J:3,CJ#S^$;/ M69N930XN5Z:[5CJM-;5OMGUI8JTS8#W)9J58CZK'%$QE/FR@)&2$E8A1\5,J M1)N/CD&'DL.LYFG&)1YN3M[-?'T2E5]<4?62;=VBNL5<8NIH('LM+UQ,DK.G MT2!SPX<;2T\)F<,8!K+#B3IR0QD$-5>$;I9U%V^H.T)1F% M.9:IL@>XR+#IE9AC+,E(/%!1K48G!PD,;".0#,9=BF8 MMLG;%8H2IPF-7^0&BJD-F?<-66:NM'R/6'8U1PZ%M?4LM)`H1^.)L\13PX`N8PG M-LSKTT!0@2F_OS]JA@G,S]_V#)&'RQ,K99YAEF,@:Z`'[M)$K)O$QK,7%1WN M?3$RT-A'N'ALDQ4T0Q[TK$QDF1%R$(_(`"&O0\M@1,I%.%,(>7'R*0"SPDG! MJ7Z;N&7WF\+3GRK5CPSDJI30'>1Q^LVK7TA*E?&IKIPUM?7 MBS44ROQ`%EW=!V`YN,_'?<0HZ3D(B2ACAT$4>%PC$.T2Q)O2YMT8_;'V;>9: MG5:=G*S9IB`BY"PTTF0*JTT2(VN3@W9:/>BY-(!GAA]H<\)_*7FO'+3BT-N9 M3EQII2(VN7@.!'M\UU%W=$:>@LNNW&N.N%U&[PWD:G:^2]Y/?/@B4KTLE MI+<,YI./.G#B&76B3"P97=L)IS6\Q>.R4A`:9KM,`E'IFYVFX11=6*C M:T(0HN<FW5&R3$-V]W'4WDLQX=JL=T.Z4P*LI,7"B'2+HH?K^J2XEK*!AD./.92TVM M20P^VW-R9U@H]EB;+"(',89<)54S;/F&&!6&1AF6 MAQAVFV!QV&T,L,,,HPVTRRTWA+;333:<)2E.,83C'ACZE;*?#F M;I8FZQ/VDZ)*TO38"+#V$U57@2'7E)GY:O)LM3L]P-P*^1+,QY3K,7#"NO-E M(;2\0W6?5\UFRFVJ2=BV7*!9C&X>*;!+NAB*9&U?8$^Y)5Z>UWK>)&AV+^,% M%U2%+CBPDB)53(I\<4U,VZPPY'.V-D%3># M%9#Q(MC>T0N<^U>%T1T>&^MX_P#?EW+_`,O%UG_\L+VSYK^SC_N_ MENA^'/\`O_\`R&?^VC7?^[3W)Y);XYSZLZ_EC;P[\8'R&-*=RREWI?V4:4]A MG!&64N:BMB%/8'5C*2,M85YO3S]%^'AG\O$9KR\9]&9.KAD!ZRUT(T7D]L6B M5$9LY03<:HQ#%?CVD%YCF<):`R0E/G]%.,):\?+CZ8Y&ES'04)*'0DI)1$9( M25:-)DJ[(&@C%&P4@;%G09AT.2\VMZ-,*AI0D1QQE2%K&(<;SG*%JQD.*R3@ M]8KL_9"V'RA*]"RDX2,*X"T20/$@OGO,#.R9D=&MOO-CY2A1!##&%9QEQQ"? M%6`H&LYZUVF@5"S7>L,TFUV&"`FYJG,2K<[BJE2C.#DUUZ;88%'ES89A]`Y! M+33;+[[:UMI2C*<8$(3[!.@;$L5%ZP3%*78ZON0">G]A2DA,N@5H37.NI2K' M62JR43`V2$MED?V&_+BPZA,IQ`JCBB\R:R6\(B9,D[,H6FFF&FF&&T,LLMH: M9::0E#;33:<(;;;0G&$H0A&,8QC&/#&,<*Y.`X#@.`X#@.`X#@4>PRCL'`S4 MRP"Y)O1,4?(M1S+J&'#G`Q72$"H?6E:&B1= MSVAF$DFIK]'U"GLERX.'0TU38\V*B/*K[BI&-.S)&,4>PA%8)BWT-CK,;9>= MPOTA_$F?HF8V'%(<68,T,#,?;W(H>;:"$*<9X5B[<*-$T!BH'RS4O/P^O)L5O3M&`MLH5.;5VE,1S135AV.7(A M,KEK>Q,C'E(*=),90RX2>1A3F/3011(@K:.L)N3L3$2[;(IUHRY[Z@8C(@-= MIDD8%!.XA]1#_9XU^U340"LJ1-4X^Z^>.RIMW/NR(]EL9,42.LLYUULTIW%^ M,INMSM`OH#EMW-TIK[\56-5]A,>T94J\:;D4^TK^J.Q`H0:1QWBF414^E#,; M)N!-#C$BWU2JQXY;)6D=G.]TJMK+:/7EJ)F:+"65ROVR%OK=F8F8BS6!B=U] MMG3F[M,^TCK-JVW4F,/4&3*8R1.P!YN'?;+A52/O!=Y,AJSIFO6QBED34C'V M."J%BD;)/"Q2&FH?9.T8M[QLH9:B$BR<$_)`)>J9.8HH&.57!V)@&%HFN)04R0KP#3SID;(".RQWIS.9)YPD;SDV?[/VT!5M= M"7"NPQ=^$LS8P\$N%CCYN#='E0W21Y.9>BA3741#PZ?(TVE&79`MUD)G&7R& M\,N%[F( MX!E@7F"PGDX6AS'U\1,7@U)PVS+/T+L&NX?MA/2>Z=#$GS,5UK[33Y(453:[ M<[#)%@P<9V!>AP1ZQKW84TP0+%"VQT,T"5"<+D6GPI`R=%/K&6>38_7++,2= MMDC8Z;':CJ[["9W'NDT-3-.+S"D%M&ZGUT'.ONB1<-'Y"7F0-:<=R$UXJ=6X M>5[G$:MDK6K1$6R)CYF(=>R+*1XTN$R<,_'2*X@];^(R2>BS4,R(0THT.IQC MUVFUJ1]%)2K"DI*N'@8]=GNL&H^W6II34&XH8TV%?/`L=8LE?DRZY?-:7Z"R MZ]4]FZRN,8MF9I>P:>:]E^.D@W$.M*RIM7G9<=;628N*:X-"=QMH].]I53I# M\D=E:,#KCL1ETI@&2@B'FQI"14T M1&.+8D1A!:D34U+=)R-'`ZYA@D>(4>>4.""".^8::8^T,(&(,TIXDHHEY2&1 MQQV4*6M:U82A.,YSG&,<#4)"QR?E;OT-L27>&+^-?4MM49K&HY=P9']Y=L4V M;PC&T]@PQ(ST7+]7];6"+\:?$D>JS;)L=K/E_P#+<'C'A],? M3&/IC&/U.1ITI*2CX>/,E98X2,C(X9XP^1/(:$""$'1EU\DHI];;([#+:DFK5+/V(TKWE/EI>,+K,_-1V)E MEDHDY5@:DGVG7'BG<9866HF&2)B(R,K,F--V*Q5C7#4LP!(`5JH%B5V_ZSS4 M8XS5WZ,-9A5Y#,-=8>V-0PHPDC("I(+3#KRIGT!H@>O5&<]+@$P<3A;AED/. ME5-2!C]MD<24X,E0[384.^XT^0&.W#!H2SEL=66W'\.D+4Z00^^[&EW\!P'` MW9*/C?ZPKV41(20H#KNQ/C6D1&CR\@):'8UZ) M#.S8;_Z1:.Z*G),QB.=+:>AVE>Z2"1)2S1N:-:KHYSY>_P!?7U/L,MQ<2,QCQSG]C83C\N/',G)KCY3];MBOR3"#&_';WR'+90^PKIKV;<4TYC M.4Y6QI:ZD,JSX9QGQ;>:2K']O'$9KR\9]&0ND)$Z7TOJ&6DRG3I*3U?0)&0- M?SA3YAQM4B22RGE)PE.72"'5+5G&,8\<\C4)0X$.[GUNO;$/4Z7(Q%=FZ._L M"K6#8@$_)S0+K]>IA3MPAV(<.(%=8GBB[W!0[)8)[XT>_%.%^ME[PP*^24Q< M*QGT57@K';-F]BS*R=7[#M4F+J$2U+S2YB3:UGJHZ?A:DY[9#CL;61;/+2$G M.IC1'1C!WA2& MLY4G#C!#:FGF\J0I*\86VO./'&<9^OTSP-^L*AM014+1@"HHB:C!`3'Y$DJRMH'` M(-FVU>W3+E0=3U9F5*O9K$*W%*DY*8<]W(G/24PZV[)EDRAQ$@2\:H?#86'U MD$JRK`S0XR<_1IIM'@G$:7+P'`H-HLD53J[-VJ==?9AZ_&ERTDZ*&7($-AA- M*>?4R$"R062YA"?HEM"E9X&,6M2[X''!241"P-/D]QX59JV/7%%%C#LS$>R5A36"QU*!*#P]'@*4Z;+3$?)SK& M96=@8'=,P^46B&<#RQFT$9>Q(X9"1F4C!KAF@3M+U6MNU5Q/=3HQ.+UOVA;K M#&9ZE6]NU4#6G;.@8`4.9I7LC3B68>8K5QQ&97'Q-F("9L56+2AE[]A':2)4 MF+QC-,?2?O%IWL\+:]40UPV][Q1#I+,=-7)@IS$MI/4$\_Z9TBUL4H\23BH2,;; M4J!C7VG(]G`2Y"/EHL5UIM;H#^$)\@F+C!B`!V+!CM"ITO%:_CZY<:R+"ZEM M58D&:_(P<;$FJK59DW\P%CG;)Z\_+LV)YIZ(EW9CT#$+<4[81CJZY:ZEX4D# M0;=SM=.M+8R7R*2P68BPS=?B7:_<;H6$/]SL5(HQ4N6+G(=GM$@>^=-+/7Z2 MS7$`GY)(<>A!']$>M7*W[OV1%U29LD#2M>O2`P@H39[XT5&S]9,"B.#+,!.OY9><)89/8S7H<8S-)/UWLC9>KMF"Z5M%0)F,SDN.W`# MQTBES"*_CR-'72'(-5GWL`,.A1!>%8&2-EMP4WTI-`!]U%S:>F)?.]GYF(`# M'>T@WB2@Y>?6Z<.9L:5#+]D?$UQE033+^OTI2ZA^79(SB0<3Z8>5,^=_$7/T M2M:J13KS4I:A7&KP-FI4[&9AI>JS<6'(0,A%^",)!(C"&EB+8:]-&6\>7'IJ M0E2/!2<9P5H.ONLKM\3;,"P6G8G83XG1K:JR6?7@^"[?M?JQ+KE[-9(Q]P4. M!?F-L=;J^8N/\88L]4FI\,9#>2BT8CK+<_5BIX__`"VL5K;$?M]B/F>N]ZPPJ5./BXILPZ,R1+&1>9+)"`?9ED#FO+#B'RO(RI M3B1VU*6A'D6E!5?X$3[NT;J?L=K2SZ@W71J_L/7EOCC(R:KECCAI`1QHT,D! MPD;!#;F0SVQ3'4-OM^5Q*7%)\?*I6,B8MJRU1,[H^*E$CK;L5;9O<'QT0CB' M=;]M[=-$S&Q^K(4LX_[+6_8[$A)S5EM&D(!X;`X>Q'W7B(19H[4SC$;ZDA&5 MG&)K16TW'Y"NU;LCVVZIW2H:ATS680K^2MU\W923Q0>YE?D6&GYC9^_I/+:+ MUI&KW10(ZM9JBV\2P$,AH.$B16@HV*BX\1MH8($$ M1E#;3:$X2A"<8QCD;54PP2.#*D)`H<$`$9\PTTMYL<4005I3Y)1)#JD-,#CL MH4M:U9PE*<9SG.,8X&/=CODA:K/*4"LDB5R_1<5^-]=Q5J.")H&]:,H*+8E2 M<'1(\N9Q6<^& M/R86 MM'E4IEY:,Y\JE8R%+BZ54(7`F(JL0("@10@Q'AXH)!+(T<3(F@M8+]')*L"F MS!CZ,J7G.'RWG/'SNN*4*7/P'` MOL!*L.2\K982>^,&-`6`+(_]CC*\6"6.AH_$9%%F&S#T>2N2RN.4B<8C'SEY M>:B&I'ET%JN0<-G?6XYS,6%F91\\W6IY$KEA/OTNN_+MVOBW% MI)_;,95\D').3?'R MGZW;'/D<_H\^^/\`P,NT/^XA>.(S7EXSZ)QZ_P#]X;27^"/6W_<;#B22;Y=$S4?:*YL`AZ(@<*;& M9K>'I!9I#&%K%84X2V24^QD9&PL;'PT-'A1,1$@B1D5%1@K`$;&1H##8H,?' M@BMM#!A!"M);::;2EMMM.$IQC&,8X5WN`X#@.`X'2D9$"(`,E)0L<".CAGC# MC2G4LC""CMJ=???=7G"6VFFTYSG.?U,<#&TW?#!II?E+-JM4FJQ5+7K.RKJ, MR<=L"/D'C/N34#B2'8B\3IQ3@`PT,^RB02*_@W\YLEO`Q+7>Q?Y.M2=,@IAX MJR,V*6D84R1D!XV%MP4D?(-$PY:JR&T$&94XEN1:BR2A<./LD>DMU*L>NZD) MPX4X#@6[9*C5[@.*):8&+GQ@GR20V)0-HQL8@V*D8,MYE+J5>FX1#RQ(R\X_ M7,OK3GZ9X%,KVN*!4UC.UNFUJ%?"R_D,F/AP6"A/=!`1Q6!2DL^X'22!%C,N M80K&%ML(3GQPG'!4+UX#@.!^*2E:5)4G"DJQE*DJQC*5)SCPRE6,^.,XSC/U MQP,&]S:KEZ2Q)EUN7NB=(W.=@_TM5FK(EK)=*?`/RQKMF7KTA3LA98?7%ER: M,U-0T0I`\&`P43&!I486MLE?"4X39=?;1AHA]I.$- MN$M8],C.&\+0&=,L$ MG8IQ`B15N-X<-RQY6Q5-+PG."(C&KMQJT@!-,&3D)MN\/1B*;J&N2(N-6ZLU MQ5F41XX]_CXE34`:PQ7V169Z?=5('YE,L@0KSH8X;&1DCZT:7TIW2CQMPT23 MCM(=PZ1%H12>QNLVH*3V7KN7C3+#"0[YS^/2BMUZ1F#PY054'.I+@)R-=,90 MD2Y[]N[R[DK*6Y:!P+#5,33XA_O27GB4$O&IPENAK%8KU*KL+4JG#@5^L MUR-$B(.%C&$"Q\9&`LI8%$&91]$-M-HQ]<^*E9\VI"!,V;75B.L#D8R.,//5M^51%);>FARV:H;\30LVK%+I0TM!8@:Z5&)S74U!,9%P\<"`,$ M,.'\](YC12LEY:S)%M8*\I:8\,H:T[/8Y6LVVUQT+&5O\:8L"Y*V]4=]QQI9`ON!+H[BVDA@:E4]V/64U3\T`T(#&K,F@$`QV$1[++Z_4<;94QG*Y M%UE:JF+-"HV4*Y5F$M,:V\V!.`,R`F'T*2I3#V,^FZWE24^L,]C'G9=QC"7F ME)6GZ*QR-+%N=9,VD^NI27M,ZE(#<;N0RCE M,TVMM"I!I>`\94PX6G@S]&I;L?UL$:[MD:*"2F6J8I(D-:XUE0S+#)JT.YK,Q,8QDR0ZI]@ MM2=E=;U7L%INQU_9-QO41(5BG0L>C(E=ZR5@,&$,L5*GPDI8+.'6VU8[98LU,1D%88>JASJ8*JVFRBLPX6Q6TC-N M.V"GA$OXE2JV\2O+09CS+*)%*,O#8<8REQ46TJ\*I\M$Q<]%R4'.1L?-0DR` M9%3$/+!CR,7*Q9=0MMUM64JQG&,R$!'@!,H&#!!#&0V.(&(.VEMIIM*4-H3A*<8QC&.!VL M)2G*LI2E.5J\R\XQC&5JPE*,*5G'U4K"$8QXY_4QC'ZG`^'GV1FEOD/-,,MI M\SCSSB&FFT_D\RW%Y2A"?'/Y>'+UR0GB7-3VL6MC@ M;\J(N(X::_"MH'M.)41#-/D#,G((S@D5YMU#H9)O1A_4+/';?V))Z MCZY?BUFN/A"7;8J[_2C!7>CNP)1*19BOT^8EBG6(K<5F@C#6':.VDV+CEDYE MR%.19CX,W4SFHR;/J32*OKJM1U1IT2U#0,9[EQD9#Q)911L@6_(RTS+RA[Q4 MI.V&>E2WC9&1->(.D3GW22777W7'%1K)=7`P7I M(U@R/;D6@G!+`,TR`_(8@PR`6+Q3KHYSY/9[R.CPWUO^_+N;_EXNL_\`Y87M MGS7]G'_=_+>1\7T*.CNQ\HEDP>E11>Q8^!"L_1+2\_VN(S7EXSZ,E=!XPG16EDI_(G4VN<8_5^F*?#8 MQ]<9SC/T_M\BQDM/LN+:+'KG.LZB,.](;?EF-:S!94=*2#412+`&=^/I1E08 MKL6!(LT\8QL0J3=0"*2ZA[+$DZVU$2`E-E=@8RK0$)6809`4-7HF.A(D)OPP MT'&Q0C(((K24I0A#0XS"4)2E*4I3C&,8QC&,<*@:AX5?MY[/V"\#KXZOZ[4/ MI^AV.!ES+/92SP!`YC9'WAW*68"GG0%NDRH)Z/#P4:I8#F3'VLX2(V35DEPI MP'`4?!EZ_+D+&\RS#5N5A+*;@H2>D@"&8J196L23B:^R<1+Q927< MH(&>#.'6UE65LXSA+K089;*'VS7S"(W-X#D9RPWC8VT=5VBT@U6]1FL*9K[7 MLTB2V"-7_8S-_N=@DP[^P'&!U2-AHZ(9%$9)>?+<-7;ZR[=$S'OZ_$F]A5.: M+@I^K5@:"A:/7:N_9GK7:Y=VX0%T7=0KK9-I"7Z8MD<&V*0I^-$C9?ROYSXL MJ)#&'LV'PS)PT/$CRA#I(2I2ELAB- M*SGQ0RTG.$)C2I,?GPXV'A/ MN3LH!@H0B;K,E-,EQ<=-XBBUJ"%-'(A6Y+&27!E9(,P02ME(A-7-;:@!7[M$ MV*JZY=UUQPU3C MV12^*[=96D2T3K?:)SITM(N)`H%\:CR7&-D"CY#8<8G1XH#,?6=A1F"T*.&S MEH.2&0[)@X;8:D`XH=)3?PJ&M@:UC9U$D\_(.Q-5FW_N^V!0QY*0F[U"P44T M-&T_!R"22XRGK::=4=&@,IR=ZCK:<)P8=@HC&^ZQAMCM.NY>B10E0W8/730] M"5E"$PL=K[5C$O`#VFV[;!CQQ2IRAOQR8YE^H-^@G)+XH@I(,AEB;BZGW1]N MK3&J?DIT]/ZDVJ`1J'L?I>QE&T^\5&4%*V!U_P!SP2W&(#<.E[:QD,FP4LR7 MC\*PAY`[$L(R[&RPC!+3XS#(\HZL2=7]V>ZVI+?GH9W5C-04#M!8YT&'ZF=L M+*\9GK/W7JT5F/,GX%@**<FY9^`NXFF;6#"SS'7F7:D)&08VGMZ9@;-.UR\[>(&]-BN&B ML`2,@AILZ4=*-R](X$-I42`J+C`8Y9Y\HX&*R.[)2KZ2)*0=;1C#IIKK;;#. M22G/%:L-MMM)RKRMH0C"4XC2.;UIRG7Q\B0/'=E"%%211QTB''HVHGW2V ME7J;)`F(^(EG'7W'1'UL2$\0#&2JG,>=J+2X>)*I"-+`K[)PR22"4(0A/Y$XQCPQPKL\#SM;TZSP3GR5DQWQ\W,2!VW>8&'M_R3]? MY257]W['DQ'10XF`8>-D0Y`B4FFVH9(+9"\*8P/@!E"Y&13ZRQ59+ M8;CB27BBZX/W:18K&F=71,+N'7=S&;F]6;:A[?O7QB)CHB>CUV@@.08E9 M82-K5F!5494#U"#PR4`S"%IRDR:J>C-;7]$A-=5MBO0J2W,N%G3,W*RARY6; ML5EFB5GSUBGI9UH=/L?QDH(=DDUA:1X MO,%7QLO.)FIV'<:9>FBP1AW#EAP_W,D1+!)5@S"PR/D='AOK?\` M?EW-_P`O%UG_`/+"]L^:_LX_[OY>@KXY(L:*[6_(TV-]4R.P8*=?RLX,U_!D MUV%[HG%I6V&C&(]A+[F?1'>4HA#6<*<\%*\,273CG*>/ERSG'Q8?(WG&(S.7C/HRXT/_>.TU_@IUW_`-R$/R+&25N%6'LN\Q>NJ9,6 M>2D(\!UIMF-@$2+9I*)>W33R(JHUP./BVWY>7E;)8RQ@A`@FW33"'T,L(6ZM M"!KT MKBL3K<4[*[!W+)MLMOES4%&LL/25*U^T(,0'&$MLO3LX\5@\)`HS`+TD3[(1 MVIUJH%4U'>;0):MQ0[];;4Z6N%1'A&LE M#34O&(<$F97!*V4%.$#U*J+?%PT\#2*%LF0KVP]Q/2L;HQF^!Y.V[6LET:=7.&%3.TT(%=QWK6U7V]Q4#KW3-/OT2PG8S#:("6E@I\62CY]Z?N\-Z=9EJ[6+M*R"+>NR6O8%;$M%X#F0?=6*1AJV0.*/&0B`6'#4O#JA0LY$>605]]#M7>DNT\ M+:,M'[(V0^Q2G:)B-BWMFK2'$QLJ37ESSUAPJ=E5-`N13!"''IAB`&;`?(<4 M<,C*I<8+MEM5-P<#=_"V;FFK-JNJ8R>/.HL7NVB5Q^!OEPC;.PAIR7I MAT!.U"5EI]Q,1-5XTC$$B&?/:DGH_#+GLUDL`L2=3[,\.1HX$>W:MV*6!?!I MTT%3G["8.S;K:V,LJRA5]@5;1"JIASQ!8L2V$>@&05Z@L^IX9P!62YN6` MP*T$2@U"W\/,.G5)4NV4[6?:J%D.HG>W5.N+K9_LPLP&X&.<5KZWR;L&0X;/ MZIF9![%KHVQJ-@A90[2R!YX'#+4O'/+]!QX.+GA.;'6@[AL7QI6^M:&[:/S= MZTMMV^`5S3/?LYI@R5G[E8?$:%UUWBF'70!J_M^3*;2#`6L)ANOVO&6!,#1L MIE`I=2ZFI9[;D[`1E/)B:A2+'2']D3,&%?HV)M:;0Y%2VMFI%$9)V.$,K<4< MW-B,S)<>":Z(Z^[$,RPY:ARG70(^1BS*`^O=MVD%5A*G7IB%L-@V2_)VRM0Y MATQL"`T-!&28R,+(?;4%F1%2)EFK": MVKD#4)"HL"MR34S]Q+L$A/H7+EV6=EW'"I2=L"W'FG3BC3W8&`[$TN+,J<97Z]*!DK6&S*14V/7P!OV2#$5-`N2!\Q*0S1+"W MEN-(#)(\CA+N,9,CF7+,3&'=@:6?3YM-2I4L!.7]QC#X MDIB5.=43)3,N9E*5FRLF4M3KSN<8\59\$X2C"4X*N#@8'?(]V&VMUGZP6;8N MH*XLNQ$2\/6)791<$[;:KUWJ4XHANS=A[W307QYBXT_5,6RN0)C`U)=,6EMM M2T-Y6K"$Y348*YT'TOI#4O7RO2^DKRUN4/WV@(0-4Q,21KBV_24VPU&--)!'&#&&9$8$56#(G95`@+;7K*Z1*.4R<*K$E M$C;'BW1P+#41G`Y!&9*/EG\HP$V&@YU;GYZ$K1G.%*QX)4D2Q]T1.5G8LZR:;J+\/1$B/"WFH'+37W=JZ[>G@6$.4LN/4$TE0>7WQWC,+R2]' M&QQDH(Q9G<*<".+_`'.6JZ8Q-;@A;E)(,&D;-50YE@2XLT#SNQ\S:ZM!J:== MLA4!)E"..!84RLD;UFQE.FY&%(##7:-8:>50)*CQYVPIR5<5CKCM.I2D8C:. MKGV<9G7X.R34P2P5:M.D%@LARN'WG_4C'W`I,J..C(:>` M<<;(]+.%G#M_MCJ$Y):ZJ-L&L;#A(Z2RX]YB3B M3FV3`R0Y(!\=U*DYPEUI6,9SCPSDMVO7@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X'CDVYZN?ZP7VK;8==8,(>SU_*)4R%+ M*#??`6)+IB2"V'3780F7@YNZ.<^7N]C?(Z/"W6)F-L#&/N?16?##?AGPSG&,Z_LX_[OY;Y/BLL0]M[ M2?([8T1ZH\Z5M.LWI1/@AED@L?;G;\!HAD-.75B94"&UASSOOJ=5Y&6UDZ?MS"7'E^&?(RA3GBI7A MGP3C.>(S7EXSZ,P]0Q;L)J;5\*^^*4_$:[I46\2"[[@(AT"M1@CCX;_E1ZPK MRVLJ;7X8\R,XSX?7D:A(G`QZV5#SUYVOK&CO"6#.M(^/L-]O>11(\:MV$V*] MK$U.IS\XZ^1*EAO2`#*@FQDF$)(QLB(0!(1YX[)@)X)C*QRPC1"$.#E"%#N*0XVM*D M+0K*58SC.<<*I9=7@"P'XW,8.(._`$5=+D5YXAQ9JO3,&+7).L2OJ2%7*APUE+;$77 M"ENPJ?5P6I#JTL8HSI&%D,KF*P M*::>/!R>&'FTFQS)$F7Y6W,*QA!A"/UC[J5"G&71*V4].%8&,#.L$`'6#9"- ME9./-&A0,%>U$AR!2VU066U&+4I8?H+<7A"EY5EMO*0K,Y7X.RQYYO.$8TXG*7Q5>=7BA7BG/CGZ?7/`Z;U0KCLI*SB8MD6 MIV.EI0&H2)\K70#Y$%P6U-E/-JPIMQ:2$"E]ST!TY2P MSEUS*$)RXO*@JW`0IO*TY#"U^L.6BCR,CM*'V37-.4\PH36]/(5*"] MB]H;8S*EA!;1D)!B9Q,#3ZYWP(J$?ZC#R3%-R9>&\"@98K/V=V(V#1]LMV'I M#VZAZQL>;N]#+A;@%(P+$SKNZQTM$PY$OK>]2$4(Y2J_M<2,L0[WVE+X[TF. MG,C&M891GTA>DM?UMJ6Q_C9E4C;JAYOLQ\=M;GZG9M7;G1*2R^SG29VCNKD: MZ/M6\L'LVK9.AH$L^08D)]EUV7C:^<:],MR@K\T0MGZICQS\6\37#0TC!!W9 M$[#VN,XRM2"?741E2E.J5F- MNCLO:$5KE%=9?8=E)BR3L;&`0H;)I!BX]Z2!"E9=W`(9F``([![3>"2O0"R: M0,.X^UDA"N!RQNT:]8J?5K;5%8G/QPE+-4BO<,"E'2>&"WSXTYY.2V8UV`3' M%?V:)+5XJ>?\BENNYPMQ M2LX\ZUJQC/USG@=W@.!`G9S?VK.L6C-B[IW*0K%"IM=.+E8H8,>4EK4Z^UD0 M"FUZ$)=:18;+;CWVXZ/CL9\YYA+0Z,*6XE.23-1HB'VW/8D?<7!,8D&(1*^8409`0 M82&K*<8K'=D_NDR'W<]<]-QDE#72N5B+&)W!J1KTTF[.K1^96.L&OB3"6GO7 M@R6O2;.2$E2'2$KC"G$^LXVB+.."BT2J$7.MU77X,U8IW7-9B)&0U#MUUPW& MW=56RF/1]:"JE^EYB0;D2;=6@Y$Z-4Z6*6]8XM)(LUEQ:2B)<,TQ&GF!1F2" M5FD,CLM/F.-LLN%O-MI0Z2XT.AH=I;Z\97E*$I0G.?!.,8\,<*L^V6=D`(H$ M"'L-I.<-`AI**IQ`#4]#!S2%HS//+-EX9T,`$?*G/78<4_YT^#*5+QG"0Q1G M+C-QL-B,*#E-ER.7"#NL=[J4C'(NTS9A<.#D:VMQ!RR_83E?RTZF3ER&GXJ1 MK:2%2.,D,$>\K/1/&H-82%30?=+WF"/VY,`ODE@%<;C%:UU[ M&-6B#VYIR@'RAIFV]>9FPQ0[-)UV"`FL(KUN))GI)E.WIP]`&PE!%OQ_WEJ1 M?*EV2"E2MCJ:)O@9*YR%+IUO-%H!DUKH_P"ZPH&IH2UP-+C98="VF)2/#D66 MW5BNN-M&CMDMH<="(+"<6A#N,94RZZUG/U0M2?#.2JAP'`%>JD/N7G?&R,X$12 MA/FCZE[#;DLMI2M\.1^9WNI6'H!,G[C,8[8A#XM!&6_/A#8+V/SLJ7^;K^SC M_N_EN^^'I]\GL+\A[Y+SQ#[EHUSZCS[BWGG/)N;N.VGSNN*4M7E;1A./'/TQ MC&/R8Y);XYRSS^5'&,_&CWZQG&,XST_[#8SC./'&<9U;9\9QG&?IG&<<1FO+ MQGT9M5=*4UFNI2E*4I@HA*4IQA*4IQ'CXPE*<8QA*<8_)C'TQR-*[P,2NJQ$ M7L-G9?8U-=9B)7=%R?&C)`:_S-_CY?6VN&\TO7\E!D/MHID+#3XX!4NAJLK, MAS%.!&>P-EQM,?AJZ&EN:O]N44U4:@,0-]Q-;$PWB1L M4@.LEA\.G5S)#2Y,_P`/3'2ZVCQRZZTA882N;.V/+.6*5M=YVAK>S5.(K]I= MLE7*9E*G-3&N)V:AH@4I=,BI4^,.(J]W;&AI)QV5#%K]XBS`/42\8RA MQK+#KJ2FGFDQ4]\*][@@943:X@M-I4])2`ZM9Q;^3 M9R9HKT>Y&HB;[:!2T#LOV++BB#`(UO"167/:Y+(SA3O"9N\W$WVDQ]AI>MZC M$#0OK`-:XES9_!L!51Y@0IR9S-P13@$TQ$525&6X'%@+);?9+&'9=%9PY@(* MYJS4<'K$&2)R61:KW:21I._[*G1Q%6R[2XC3XX#DF8RWA;,/7P2EA1$>E:F( MR/QAEO*LY=<<%)7X59%TOT)17:8S,I(4J\W:)H4-@9Z+;<^]S(4H<(I0\C)` M$FL(9B'] M5FY.2U>Q[FN6$%:9&$,D@3G76CHL9UF(41%.^WD M5I3'F(4TX.\ZV^PIPJTH_:,$?^%\8$/&7:[79*B%ZY$&H5B1K*9W)2W9068( MB#U/]H':K6RZQ:Q(0R*Q/>G8)FQ00"":Q8&'ACZR MJ2^X)L368Y6:=AQF+6ME,Q[!US*VFO)A]Q#60Y,[&K>92IQ;;A2G+E*VR$AW M'V,1KJI2F*.3,CJBI9P">?9QF+)RV2.(\(IMK#F74M/,+=);K5O9U;M#53)/F`FSH";AU-#1P*)!]N;7-`1S%4+RPYC"6I98*\KPI/AXH M7A(6W6-KUFW0=6LL(DTN#MM(D[[%$L(8*-*A8Q<.G+D7`"$$6*S#GHF4.!F1 M(AT>8UEI;+ZTEA9(#]UEMNE[8BGY&JR*5%@+2W,013X"IF'6XX\V,Z4W'&R( M!D9(X'6L*1"(*C9!I/J"D/-_G<)$VDSA4>7VAB6L4J3C\_:K\#5;;7:5=1G` MVYJDD6\!@$Z;KKTM#6:'!FF/:,K:??C#4X]/TUM.,./-.!A!:HO7M2H.=9XH M%WCM(:_OXD8$\7$E.[(WSO-FPYL`[,%(3<;]R&`/LS#RBKJ61'DRRNJ5 M20Y*7#1;YDDV2;LSJC"#-YP]K<$0LDNRZX$9?=4VU@ZLM8-23%2]S3QRR4X: M>'W&)";@@-I0O8?6.S)W-HU*O7`U:QG9A<,59L5;4\DY-"G&ZV;AHBT+:=M$ M*Z,R17VRFY)IHIQXV?'5L"UAK9=3:Q8+(N-/O!\2'$.*B@1@:[2JT)Y'8_75 M``8'8^V4Z$<3C\Y6/:RZIC#K>7TMI=4SA:?52TM2D M(<4WX^?#:UH5C"O#PSG&8/:ZO0\3C[=6<;`VO=ZDP-*S>LHLZ,&DC,U.#6-)/V MO9(L'(LGL1[(AF0A%8)6.:1D**DXMHFE=6/2B:,SJ^4P&`&&Y,Z/WS618JP2 ME,(;P1+*USL1CV7N+=J6W-K=2^_@IH@K"\L$.-2"1Y)\,Q8:+;"0[(/1T6!. MS+8!5ELXR,\=EIIE+#;[S:7UCM-)5X80E*2NG:[0+488J M>,CY>3`CG&%RJ8(+,H='1RUX]W+N1C#GW`T2-'\7G6A&B#%MISZ++J_!.0QH MMA)F:[#;)7-UJ(OH8$.)2-WU\,2;I&UJX26JR0M4FFX1,U,"UR_`M80CTVW6 MPY(_/VE\AUYIHTG75+&K:VDW.=IV?74'1MCVN*88DA8\PN2)CXY_VQI0SKQ0 MD%.!96P8&6L=5/`@;"35IP=Z.F(>; M%C!IG(TC!2(LP(T3$DHSB2CCG0L,%,-J:>='<6EMUM>4KP):V*[:8_9EE9.P MJF5FLW35*LYAMX(?,JV-(15T#>J5"&QH3?5A\IGW!?R_]2)3.,EN M>UP(2^D;P\N,Y`>RC*?'RYSC"O#QQS3CI[_RWL_#G_?\`_D,_]M&N M_P#=I[D\DM\_VCB?^H!^ M1I#W9/8V=).2:8.+1"0L/#-/E$MQ$6!&-DG$NF'$(`$:%2^86^I;Q M1;V&O,XXM65.+SE6Y0K8BBUNH?9;U-9$B0X:-Q'I9=\ MR#!Y"-AINM")%AGAPKC>>9'9=((=;888;6\^^\M+3 M+++2.>!!$ULVYS][Q1=0UJ+FQ*Z7Z.R]BV0E MQFG54IV/9,$JD**"4Q+6ZZK9/'+?9'],`$;P;(*;(=0V@E[+OHFM`:B=+6B5 MD2K9L*S-`M6>ZRF%I)+&C4NICH6"C,OO@U2K1N2'5,1H.&V,OO.D.^J4^^^X M(A)G"G`+3*PP>?N\-"2 M1"_=-OI%E5N`K]#SI1[I`SB"2Q_LTWOZ3BX8L/KK=/O\)N%ZY"B/;)H>4?A^ M-,M/F#1+YVB](@MV6."%"8:#)#!0B=1@X%R-8DX]T8K:JP&X8LVR(?ZTVE8I MG8V8V[#OKGNOC`RHJ3E2,-%_:5E$B0,\H.2;,(*#99F27E%+(D'#L$$F5,=E MUQ;^XF)EF5%T'\9&LN2A$0VZ*S[>,'&D\J7XB#DL\J8I4J$I>&GAXM6B[E',C;'NMQ MZC9MENUIE$[*C<(C(:>]J^!$8R0>3)67[0B^EC8%=RD1I%6<0TO M+3D9EX.O0*A-JS1I+=@KL6VXU;)K8CD"< MF)Q8BFG&'!G17B'UJ=,93*M9;%RY[UH0.:(K.S1;9K"6/H\*^U5`[]'S$R1? MS)R;''ND]2GD-1DA8(R0L9X*`E&$DC/238GFA6&T#KRH!88Q<85?V(P'KMC. MJJXV52JF?"L%M6*GA+C"9JFQ@Q;<$5$4\`ZOCCRS2P7/M"HM#S3>'<(RWAMI M(4JMT[:]9J<;2DT2"D(:*US?JR\2]L%1C\U/3I\X7%/%PTM7B(*8'-9A0_>2 M4RB0E7GYU2G\OY;D7#!CDOA&C(F5@];D3I)B5X2_'O/-/-X<")&>66]$V<"E38AYL6>S M$$AQ\TH,MN'E#@,28\7(OC.L#GK!R\-DM`ZG/,IK#K?JIQE&58QG.>!CD[4M M<:^USL*N;9AS[K$3&(6Q;.MELB@)0+=UQL;C4=]G`K[Y;E)K25R<6RE]$)AUM+R\B,O%('JQ&V=U&V?UHVU;NW?0<:O'.7,I^T[W MZDV$U<7K;;2R'"YJZ7?3LBPK(.K=\W+*&LY*\GV&<.\5R;277U'CU*J;AEUI M/NCH??.B&.P-+G9INL"R;%5N53DJS-*VCK79'W".AY'55_US$"2UG@]AQ$S+ M#L.@)8>P\V^R6,M\%]@EV+$Q,6@*7O49'HV%OZZ7]S3U:IU0J%MV?( M.9FF0,CL>*!7ZG5UZYWTOM'GZ$9 MV_T&9UQU+V`GBT:.VD9:!)>+H@3D,9*UJA=MVBAXP?26VK:!%*-"0._+0&'# M/M3Y[,@$OW8O="M3(F?EHOT1?)4NUI&';(J5:?F( M$)HV'C]E[7"BU'1>J(>=R.I#V7%Y0VY8B@2VG/,G#J(@8EHTE*6UM95%E95' MJ$94+77:$0W(5Z8S%29.K=N57+Y4%LZ#=+L%@9@;V<[@H2:V##-NNS+^2?+] MQ;*+=#=RP_)L+#)NE4*`I2I\V'C`X>0N4FBRVP2&<,'KI5L)&;;FIN,A77EA MQI4T4G+Q;K:$/&O?LI"G'?%?"OR^;#KFM@X:6MBS`("4GP:^98TC>I!5AZ40 M^W&25K.]1.(6#-EDL1^"U)4TT88QAW+;65NMAB?9K"9IV6F[S<3ZQ!;+%K+[ MCEV*=:K.O.QE2J`LJ?&0%F4,@K[)LN.ATN.#O,"D.1SSB_9H)CW70W:SE/5) M.E-<.E'F;1FH>;J$)8R\V?7NE9EU[,?K1Z:;+)E;8=`FL857-E7',H\[(`LY M2+"I?=&9;241)D&Q8W90\*620> M%#QISY!!0+KSSQL=7H]AU2LY4XR".A6,2>.^[_/YW.*/D3QG:CVL^/`0%$?)+&]J'(:,U_$" M/E.%;@HR8YB5/F51SB\9@FBTD9"9,L3Q/X&GM:.6/?,]7L[YEU>%ZJ_[VC>_ M_*X=3?\`RX7=+FG'3W_EN^^'<9E&\?D#+26A9#]RI`[H.&EX<&:%W)VZ<8*4 M]G/IN(,66XE*<8QE&6,YS]%8Y);XYSZLV/EJR/CXPN_N2I%^*9_DD;V\31G, MM/(<_1Y.^BQA>$.9P@U[RL+QX?G(/CA&:\O&?1GA6?XN5_QQX9^R17T MQ^I^X&/I_P"9R-+5MM#7:KAK2RNRC;$=K^7GIHB#='E7FYTV2@"H:)<4H2PQ ML2VJ"**R6W[X"33AY"%LX'?0A](2+P'`<",]M:T"VK3B*V[*F5V8$-#L%0M4 M>VA\ZHW*&4M^NV44-Y;8T@J+,5YE#NYPV^WE2/%&+ZT6B`,L28BY4 MI8VQFI5C:U@E=?21UVMS5AD(-$Q+#/X>CC(R-8?%)9BLG-OHPZT,L M(PE)OU7K#&N09HJ4L1]UO%QD6)V^W20#$B%6*<'CA(EET&NQ>$0U62F+K50JP.):WW.P/,OD"U MVK1&7A\'23S`SKSBG'&AA!6722761F774%G!$Q[[C:2YOT$.%J`H(TY: M=`0LV_.UJQ6ULD`^(&V+916(5-SK==2TZ@JNJ9(@)0I:5%>\98;PX2KS9,,L M,CMX:'9:8:PIQ>&V6T--X4ZXIUU6$(PE.%..KRI6?#QRK.%Y/:KK_UHF^IM*I?7`/2A#3NZM1;OMUILX^T]=F6`PYB;K6S=?UQ MI0DR0XH+&6/8F_:%",F.._=EP]P9OE2$Q)%$,K(*1OHI"638\)`B'$-./(]Z@E;&%,N#98'Y]%GV.8^9JHDU@>4 MO'QQEIM5KBJ=$/!:/[6GMYD307BTF3RXC:QPE8C2&:T\M9);[8C1,PH)#[KX M0'WQ@?GT7`.#\W)#*E/6SXR(_P#8$.,87K7LT0=EQ\<=M;18K.WE`(=CERCK M_E:+4@AZ'2/ZK;4EDR/8'Y]%SN)^8@1*22)CXV76,YR^2PW7NRS#<>TWAQP#KX,@&+ELIO[?9K!%K%+]IDS#HYAC*6Y?*!W36XIHJ>8$=_1>3 M!'R_J:;P^%\=B'5L.(<=0GL9E(Y#G[&P2D3[JK!38B9)M]P?W#7KKB7ADOMI MD6C(]@?ET?OW7Y;G)`R.9`^.'W@@$?*9&7.]CLI]&26=Z8*G6H]K.L#\NCZF+%\JD()!MGQ_Q[M%RTH%7E2` MYO:*3'1)S"2!`3F80"JN/)$`+*;(=:)/&8>:CULK-$]^DF-8'Y='8>*^713L MKQORVV.+B+$%8/CEQ"S\5&R\:A57[#D%MARL6E M0Y#Y,/L28A3,H62T?EH0M\=S#:@FS5H<1)H8'Y=%>4GY<,O.*0_\5O[QZ$&P/RZ+5Z[=G^VI_=J MV]0.SU=Z]C$Q'6YK?\38-'B[58;<]_LYJ@B0!!6S'Q69L8,(=9CIL2P4SZAK M0Y?VTAAMJ1$3-U+8'LS6%0VU6OPQ<07GF!I`2<@I>.)Q$VNI3@ MW@;!6*+]PXELAK/Y[+KK#J7!WGF7(LQ:(4W*P==H6O";CL(MDUH.,U&2>ZW6 M#XM50DR#TC1;NR0CY.Q*%JI2'T-D6-P_#(#V$N'(:%4Z6,,LV3V,XSC&<9QG M&<8SC.,^.,XS]<9QG'TSC..%4X^&B)5Z*(E(J-DGX*2Q,PCYX(ICT/+I!.C, M2L4X0TXN/DL1LF2/A]G*'?0(=;\WE<5C(01;*K:3'Y*'E;(?6Z%("(GMI;!: MLA<0?+LCYPU^!Z*"J5-5KF!)`:RW)2;#K)Z!L4M)7#'8WK#8834W9J,A5@$FF"KSJ;L)71W7I,'6W8B"B!W#)B%4< M\XJ)M`"?Q-5'RG7@G"1'CXJ1$QK&;'7KUK+LOV5VW&;][=ZW8ZZ:\TU8)%>B M^GT5+U^RQI&XF2Y0>\]H-HV:O93'7&P&3LA)-4T+R/1H`9&9Q&7Y0D8X>I%S M-SDV8W2D4_8U2GJ'?*U"VZF6>->A[!6)^/'DH:6C7\8PX(8"2A;+B,*2E2,^ M&%-K2E:,I4E.<1I;DU;*;JT&!JX,8\TAL)*8NK5&&6<1$5B+4PQ(3?V6,;]0 M>OP+#J[S^712"8`+ARC:7(Q\F\'J3L73W M@GBXMYQAMZ7('C"\.^!8_P"[9"I'OJ>&E$4&P"U.!WY6JS,'S>HIYUXO4W8#79S^(>1?@923!D?=4^7&*:;-=%8+E* MC+F!-2K14>0TQ-$^ZS>NNO(6\R#TC-F3XU)TW)#[*T\DE8J$$M1GK*D'?LWNF7KHYQY3ZO9-R.CPO57_> MT;W_`.5PZF_^7"[I_\`+?Q\1<<.-;>ZAV&VLF&;?4R^2T[ESU!!]D;T M)#87C"\M(4*N1>\V,8PK"UJ2K.?+C&)+IQSE+?S>_P!$?\@__!CV+_\`>]'$ M9G/QELVKW\`0?^T\9_U$QR-*QP'`_CAW)6.P'?[Y%]NTJ MF[5K--N4;UU*K1NU=/733\I-)B=>B5>9,%A+OKRIRBU.&5]KS../Y/("P$X0 MLP;[:W%)R3C-\IEO)Y&V-W84Q0DQUP0AYEA9?8ZJ"I4XB*<<<2ND[#4\P.F2 MBSB<.O#H6G*@B8XM+?FSEYUCUPBR2H_9?L]":(@GA8P+-FOYC"51\*TRZ5'P M3!#C0K$[:BZ5Z4E2-MZ\>K M--FGV7Z\7AHR-/BXZ1=C1Q,#>NMB1L(+$;+B%.DLCI)<>7ZC:&VCQ!@ZERE" M5['XU!HK1,M7ZNBR8ME:AI:1D9Z<:KE?K=5BA(^0N1TO,/2-M-*LS(I2T,!H M(DG5/)>)**4.*2_F+>"/(GO%L>KR/DV_IXVOP*YPA3!6/>@W`^I^\R"988&E M+%**FA8"8?0.X&AQ,KAI;#:V%&*?2U:3NW9.;:WA7]1E&3#JWI*7M%7@%4^( MDI$V'@#UB'3>39%V2/'^R0H$>F7#]^ZC*BW%D",9:4XZ*E<69K%B.]WCW#2; M#%RFR=1(BM:6)8=0)Y8]WW3.5L MP-C6/:3NEEMOS9]2JU(U=>)0H]<-*[*HAD.-%1:)>7G7GP9.=CXJ+B\S4.07 M)R0X><,-L>[?4]Y4H&=SGPQ%EC>7W@NL43!6(W6#IM#G7B%#&1T@'[5T)R1% M'&Q'V4EYF!D'T,GQ[(QF"$1$@:6M3161#:^_)VD[M=&P&H6V(OE2A;?`+(5% M6"*'DA$%LJ&.'22SA:@SQ<+4L4\-S.6WF\*SY'$YQC.?IG,:?E%R^JDTY167 ME$YJM>R0HA4@LA3^8@3+N7U2[Y4JI[+GCYLE.N$95X^HI2_-G(75P-!VV.P^ ML.L'S-7_`&3M]VYQ5+FNAVOZ,Q8:=J^_;)"8LB]RE3CH-E1J:I6XR'Q$5E!$ MJX3/8$4+%LD/#><;UE)NC$S7+V9++^:GH"R4H`NY[N!DFLY03&E]1.V+1X;[ M+$4](#%C8TNMQ@B&=-,8.3G]Z$0_BYJY\ROQW["M%4UL#LN M\+G]FV6/UU58.W=<^P-1`M-KLC4PS&T]LZ[ZN@X)R3F<@CL(&>?3YUS,8E6/ M`]CS*D[HEE[#T*\:.3*KH,H9<]5BDHD@=8SADG)V6J1S[6/O8%'LA[DK)2,9 M%J$2_&PQ&2EBB!"F+G,L)7)*9<4L2)!$4A['K//Y'&*=*?<8.\ M0K$Y!/N*:4MP8^.,;]K,P4J*M3$C`V",6I1$1.Q);:V"A7L8<9=0I.-O5?PH4F5'K;\JF-@RIQ""_&(E?!@>20M#)"4XQE#9$![`A MKW?I#7[^F*O&7U#]BFK)JN_')F*U/=.IN&!&@+B].SRRSC;2CY62(QE6?*AIAAO"6F&FF4-MIC622>`X#@.`X#@.!1K'882HU^NUJ(D9Z>EB\JP+&0\0(\?)2!*D)6M(X88ZW%YQC.<)3GZ<#0-T6_K%? M47NSW"V3U,!B9?6YJ;/+Q'7"ZV.3BC8WL`!6Y3%NRU?6PVU=J:"@[0_3EF M06Q]\ZO'?"ME*G+&1A::+$1;[,@N$PM`SUG/@R4L&-MMLB2A+Q MU^NUK177[71;S17`IT=]\`4L:X$R,I M6C&Y&/,C1):"G*^>&:,^TV\*\=%M3F>_VFC3XV$BJQMJ6LLGML[3K5:$I@H\ MH-/I@)JQ5Z7.?E)V/A18.Z"PCPTV9!7'7,U=XRQQ$[1Y23)DG MV$M/8-BXUW(*RBB(X4T7<7"0ZWVZU[<-RR>D:Q7[G)6:M[0N.I[H8^Q5X0>G M3M.UC5MIKFI:NSUJC-@%T^QP]SCAHJ3`ABQS'R$/^*8YX$\/)I2=-2Y`TH&WF3>K59F9N<6P>V=RZ%K[<$_J&T)MAUBJ%6Z^$S8\50 M_MT9-SO8V^V.B4-VB3LY;1DWA3I].E5FQ4*/*%`-A^GZSQCXH;\:MK^TI\DE M0TM'=RI_L'%]@FY6N[B[H;J%I%T$JA]]H.B.L%J18I))RW*S=*@\Q@-^.-;9(+D&I`<-)"X2<^W2FHY1.2&G[CN78 M7R&]J>L@^W+SKS6H_2;35]H9=:#K:IFG[%V%;=X:_F[U2B[=K[V+Y$,-`QQ/ MM?4M<;B3%865D#*\@F5,;I'N@OD]8?OF.K>[]?;5M_8NF6[<-+L]XTWIBYE: MSME5T=:JU49O>1,3+#Q]AHT5,?BH$D^''8F$1Y#Z,@E2$;(P!\LHCEI.:8J! M\@D3:M>,75C6E^G0+3UPKW9'2MD)$H>OHC?$19Y0P+\!5R-E]F6$BA7NEYD8 M!N;$L1(F1D33;WY62F!XL2E71?=?7O8"U0U;I=*VC)!OA($3;,GA3@>,%#6'?Z MP7W89S%M&Y.[<="6,.O13,@WE,7UUUS.K:4ES4NQ/=N@J!08RA:)1L%;63D, MU=]ENZQFM'*/*?5[/N9=7AZ/4;\^/ERZF(RCU$>?"\_-_W3=PC* M/'S87EK&5>'AX^7'C^3Z\TXZ>_\`+?)\.,A&RMB[M24:5&G?<=MU"4.+CBY< ME3I\U%66;6DUJ7&&%J0CSYQYE8QXYPC->?C+ M9A#L+%B8L9Q"VUCQP3"T.^3U$+:&:;4ASTU+;\Z/Y,YQR-*CP'` M-CHFD5RZUU MB/5)7RQJ)].3).9*0VDQL,]3L3"5EF=J:C#4R`(6]3:W3K#+FN8FA:W8YJXC M$`0:W(&H9=L]BBH68,<140`UNCJ'0R&6Z^VVI[\XE^+"4^%.!PDX\PY"<*6C M.67<86WX9<3XH5CS(PIMW'G3^7'BE6/']3/Y.!J3^"6$=A/B=Z;QYF%./,5. M\F-K=]D[])#;6PS&B!WP6&Q7FBAS/.AY#A.'4.^;W)6%>NY9S9X>,-M[C;;J M<)=;0XG"VW,)<2E:<.,N)=:T]IX< M3+X$9B]=M#*+`FQXE3OLK$\3]G-.ID/"R"L8>;]SD&:FLM+\J7VP5^5#Y-4H M\*QF[%H6].=9AVBAV''.RE5=PR^<,*LYH*A[(/(&&&?ML"[)OMCBJ>]%F-LC MB$M*>R"*AIQFV*7:82)[*:&HST6>U&G#. M#0P,E.&!JBAH_$O"%$2UQK#,M3WK"?[\-1!#0INMZXA68XD.<1&P5I/GH2*L1LF3'NQM> MO%:)'M[DG%C",LH?@X])>7'%&@E$M9K8U2<EO-8;BUDAMBEC"Q;;HLD,:*6 MU^*Z+4F](+UCT^CZQ(*(K3.XE"#-,P,0,+,##:8V1$8C)..(UQ-,Q M6"L$.-$1[6`PY'AB,F0E`9R/ M1*4/D?`F6*E6V'LQO#T4%A=O M`LI"7/TBE+]+]BS2@$^MZ'AXN8G9+/I>Y_"R/-Y4J\?)][<\/'Q]BWX^NZ%X MI::1X90VVC.$^7&4H2GP3Y4)\N/#&/!/E:3CP_L)Q_8QP-0GR^AB$UKH:P\& MI[.?DGZO9#4RP.M3$@M5O!'5YGJM-I:;,'(<#=S[V-2L8AQMQJ::4NNR]AGE MIZMAF^[5-U^JQ\5$K'@A;K,,U"-%QXL4XP[&B",!A+&4PIC+`B,#(2WD5*1_!&& MO#.$8PG&<>&,8_)PJI9]V4'$5(SSKT@ZB&* M?3B,P\PR;',MI96XXI&%)$)`+DHX!Z.'./""?ES&?#&>%6/&[9I4P?&`Q)DC()EX^"F?8%@P$B7%FE M!.N@MN20+A(+N6BA4/B+:4,OU<)/CLEDM?L?(`2P8\C%FB24>6WAT4X`EDL0 MEK.CO5#L-N[M!H?1= M:HNW-^F*+NDJ&TE^+B$E98)F`-?PQ+;@=`B;%,H=D9`6+P.P482O*D^FEAIE M:1QB,FP/A6`+6NM*ZZV799>U1]LB*U(;GLNVX'\6M4Z`H\;MM^H3?^Y2(1001Y>3L..K'9*"K-1"^*IK.M76`V)!S@>Y1I3L%JV,A M[#LVVUVMURWR5$A@IRF0%;.(CX=@ZM646!E7IET&;CA2FB;(2IMI@C!8$?%_ ME$-UUGK6(U3;ZF#(%)4[)`.S53!+4E:A#]85O7(.O]UT`LFHTF9U?&OHK$=8 M)^0A)&-,B*64Z;)3,3%2<=@(5VFQ]C3 M]CK-UUMNH+6=QT18K53+C8:';IW3&P3"\U^;"LE.D@!YH9W$2Z97Y'.79&KR M:CQQG12?>)6*M$%4ZXZKLMM'+J+VP-1`:2NNL[/)RU6/H,-6KE;]*5-5-A96 MXA/`2TP"Y*TN;EHR5BW5,LO1;09Z_1>='==J4^JQ\?W7RG;7(W'3-I[%J&TI MNX6JQ6FPU*^P447:X^];1BMK7/7T@&N)-:'HT]M9_P![[45+)@>9N0"$)8&E M"&7%G;&:6=::B@JAV1["=AC[16WP+A3=5U*%6)L*Q60IJM:ZI_N9:Q76+G7< MUZM3KA4NK"78Q3GO(Q#)1;RGGLH;BZVMN>Z@Z(W-?>PUWLUZG+_6.V&HZAJ[ M9^K69^NM4>0J-19EFJ#/0*X&,"N<';80HR?<8EF91+[KA.4J\@+>;9*S2O4/CX9@1Q4I).28S:<%%8XLGCLSEZ MQ:%I%8FY[;='VG<9&1N,_+%;OI\`>'!ZEN/8B"9,I.QMHDZY0J=>HEWL)PSF M9J(`E$12SQAWW1?>CY?7&HC5=4UU"JY79&S=J:KL/8VOMIW36M>U+<$U2B.=]P""EQH<)H800(< M<1%9,B.%.!XUX^+CY'^L%=S'B6XWR1_$BVNHN\]EI]]ZQOR:] M4]K.QV51V#<&1GR"]R[DQ$)LF([$NK*CI=QC)RE9+P+C#2Z$#J0_,I2V!#7\R*"`S_38;((F'3%R#GD;0E/N\)\7LTC)1;NMS:[)TRV5ZXSD9'V.'M1+2(" MP!V.-P<"7!DMD%-9K[)[*T#/DI=$,:_@M;;9^)OI:TS[3T4:\L:6LA#-ALK: MQLN\>FXH9`HF6BG4>"G_`#HR]E[*\NK<Q=<]WA"YE`ZFD4+8SH_O?MLD#'K:3(ML*;3)-%B9)2UZ M;6#,"O-$E@UW8KA6N=VP6ZV4Y^VFC5R3/*)A%HBD&UDV-"+BU2HXCD4Y*&5J M/>;>LH([4;&-LAC-.OO$!,^,H; M"-)+E'1&797[*+IE)U0"=+7F.,GG<1&`X3*IN-DZ/'G-"AR,]$%LMCJ,E MQ"\*>R''KC5"'%O(CY`/)(F;R9-76[[#T)`:_K5=D*Q/-PE9AF[B,=&NQ08) M#@MI+7,O'MMND1<=+X"*=<=.PEU*XG!#BLL9E'F(MTASL/VGJNSJ=!T"AP;4 MW894J,D9\><`/7*5.3C9X*(;AX#,7&2I+MO_`!*4,'E\)EYU2#6!8]LN4E(H M(JI,W"RNR&A[G$:-ZJ*E&)B4-UYOY$_:8<0$*6S7:[>:M?8=T(@P4U,3$0M? M(F1F'&\//1V'G4L>XR/C#RA.2ZMC;PK]]T%7=4A26'($;5&S*`R3.%,QNLVN7-:=?JE5)_# M.2W(8N3G4+">`RQF8PZ2L`[!*6BR'8N/6V(IUQ+>,H8QAIMEE+3+<:A*FK0A MXW6.N8X18KH@%$J`0K@*@UA.#BU^/896&N/:8`6*MMO&6\L(0SE'AY$X3X8X M6,E]\"UT8;_&C^?`;UOPN)C.<8`]YZ?W8WRX4K#?W/VWF\?#&5>AYO'PQY_- MG@71P--'S*A,GU_X^62L#X#;^37JV6:X2_&#ML!!KN!!CSCII39C0WM&UI?6 M,P3Y65J]QAL3UWF[#/+3U;E'&FWD*;=;0ZVKP\S;B$K0KPSC./,E6,ISX9QX M_P"CR-(4M(=JUQ),W"C13MBISQ"E[#H(7KN2H,;ALMY^XZWB@P279:QADK0H MV%3E"I,/"LA^8YI@4LGV2U#34588T28A#QI.,.:2\*8(ZEUEU"\85CZISXI6 MGQ_.3GP4G/TSC&>%53@?*T(=0MMQ"7&W$J0MM:<+0M"L9PI*TJQE*DJQGPSC M/TSC@0ML6GW69E1G:D>V";,>I$DW,LL-LK6-7]L+]T=I,01%R@TC;+`7A2L$ M$(2VE+:,.K\K+" M&K59E)"U[`OY)*XSK)M^D,11MBV';V,DN+H%OP*SF%C7HP$9;LX3)88B#((0 MXPA;"Q'UJJ,BM*:670%S%WN941/;>O.5F7&7@PL@52`P6<3+.TS7$6^VDF%I M4?(F..JRYX%S$@MZ3.\QI;ZN18CY3_PK#/L#/,S$OEB2H8,W7=.RPUGM)\]- MQ\:$[!S-:2E)-:/AW"[<)<\*.(%"`2V.@EQ*5$+0RZ,M9)6(-9'S'92EA6\_ M4^[[+,U5NNKLX%AV!;H'5R,1@=.B[*60>T&%-2B&C9Y\!AYH3UF"!Y/UU8,( M(J?=D)KG":S=Y**1&2#(>R!).XA*T5!LC MYBR12#KA)9>>K>O*H1.F@5'5^NURCQS59JP\D_)L0@JFL)64XPPI;B1P8YE+ M4<`"R,,EES.N[VO)NKYV^T&OZQF;#=;6*;%14%"7FP@3Y[D^FORM;+CLU$R. MK-YG?4DRVF%KL`I(;)R,+5(KDQBN!S6^YK5'CF6^V4V(L]+0*[KP>OQ1,K23 M+'$RBB!+7>:Y*,!/E(D8\(LUKE,%,14.R4+3*-`A,Y%@ZK60RW5&22A&LK(D98KTRI:1(>=2R$)[2/#$, M:;1UVVO96L2"YG5JS^C^)=U]"S%S4R$CJ1J>HZWLNT192TZMS`V?#0$A$0L4#$ MRI`#9>,"C$#QD.*2'KWI[(4SL_+;L)EJ:77!2+I,5Q0\$0->I"5V,^9)3@]A M;!S%4B.:@9F;EEC'!@NDFCR./*W'G/661M@B,;7Y>.K(%@IFU0JC8&*)LG8% MHL-GC=EQ]6IK4Y#XF9NO3S]4*E*E6:-:BZ583*J&F82W)M6(EG*_)-((0,4Q M%IAHGXV+,EF"<^ZZ]P[E4@A^.5&0TKUEUY!`E2#:-C5%X>$L1*TQZCWDPX))BA8_.;HZ M>Q5F[HY_M[O9IR.CP<5H,K/0S=4#AA>9EOOUU@K"X[Z>X38'OD%[>4%J)S]? M3]VNYL+CL?G>3W"<_G>3\[FG+3W;V/AQ\$;\^0MEOP0RBTZZ6EA'@AE"OTQ] MPAL+2TGP;2KVPC37CC'CZ;2$?K4)QB2UQSEGO\J24J^-+OQYDI5Y.H?8%U'F M3A7D=9UC9'674^.,^5UEU"5H5CZI4G&<9QG&,\D9MM84Q#<'7)27*$Q..0!$5%1K'E+6A(C0KR"\NMO$L):D9"LLZ MM1,ALT6*0!G6BQ&\O!MNZC%;"HWGB,IA"`HH9E\MMK,(3&KCU)PZKR^TQC*6 MLXRPU&DF<")=L+EF@H5P"^3U%'<)DA'GJY1#;N<>6N)*-1[I(8$KF*CPH6/D M%MN+80ERI*1#"2A.N3&);<6L3P=CF7^*3`[%1A3\:FC,$20,L1FV]B7 MGSXW'D!>=*[*;=+4D9G[G)Y&::]QY,-^+*483X):0CR^-G-.'BV-;(W!K740 MT,9L>VQU68L$@Y&0_O&S27CBVF%$.X;&CA3"4#-8\C:GUH2PDA]AG*_6(80Y M%F8C-%&BMHU;;MZV3;JI@C[>55M;LYR836G"D.1\[M6%)%=9A;Y9#FE!2<22 MTM3\7&,8?2XRT^:^R6V"(9*GFL1H)LB4M+8H`A!I+BEM-I0P*RM]Y:G'W&F6 MTI;;SG*EJ2G'Y"D+3A2%8P2.Z>LVK+&Q5XQ50B M['BQ5^D&!5*!B`7X(QUZ_/NS,0_F5K\Q5J^4P/(A'@/MY^[V=D MAB4K,[(,2D)*"%B99)',A(\M@AA3+SKSC.6`RN[)0^O*:#*W(ZOUB$%KH\X6`9LRA;$$B\ M5"8"LS<5?-?^Z>0`OV3?W*0CY",.`,F:E-@GH(#(0\.^%Z2E)SYFC1LX]9)$ MD,Z^H0Y2#1Z146#6DM(;+9K<,T2VAF)"@64H?0$EU*68*-'"3C&?S1!VV/:I"5 MKAC;;6,J8;7@5#SK3DG$H/)<+ZU24HW6E#,7),3.2ZG!$_=AG\$CR6'XYAU) MS!*;CL/!#1*5X6E>)V7\^,^/NW_'U%%<%MVO1Z1-QM?L,MD60/CBIPOT12"A M:Y6Q"&0'+3:RV$+8KM<5*E-"I+)RAM3BG%_M`Q;HY+=&#L<99[O"S,),#'P< MUK/[S#80EUEV0"-G0UMR[#)%K8?6$XQEK"5*KWAX.)SB0QA7MU%7)?\`8-'U M539_86R;9`T>CU8+$A8;59I(:(A(D13[(K3A9Q;C;*%DF$-L,MXSEQ]]U#3: M5.+2G(R:E?E=V'3+KH'KC)U6PB3\6)\B_4.'*=C_`'#PKTK!;6%,,!6PN9C6 MI#[>Z$IW"OM<^TR\-ZJ6XMUC%D@K#'+&(]6YA'ZQ'ZOYJ?[?ZF/U?,O_`-'/ M^CGD;?7`C:;IASPU=EY$5P>!\82G/["4UYT, MJ/@Y1GP?!.0C#1+"\9\$.8<:;#[E;Q680V+$E)-@1J6E%0`THXXW]G9L:EL- M!UV0DL+R/'34JZ_AL1E_*,D/8PRC.7G&FW`NS./'Z9^N,_3.,_J\#Y0A#2$- M-(0VVVA*&VT)PA"$(QA*$(0G&$I0E./#&,?3&.!`EUNS4W$?=8ELJS:W%D2Z M_>LU0:=%V32;'$3L8H.Q#1Z%L'/`58AC),@!D+)C@BD%,I)9Q[8DBB;<"$;J MM=V-$[!B:G?HV+%36MJMPKTO3;&VZVF2%K-M@X:0<(G*?;*U&8M\=%R+2&W%Q%3[LD]502R#)*Y2!%GP8VAZH18$B%.56"2!&-PX7KI+/V4\-[)F8@,I$2RM8[#0B$S1*Q M7KOD'>0[6)G13AA]E,@)6+7&214!FJ0Y$='3)D5/-QLU,PGW&PF'2.&&@\N- MB2#[(B"C8P9ETA8F]%LNT/:]Y?*E)F+9@F,-R=?CP++=6"9Z.0U(:RBY*QA* MAJA8HIL:=Q2)"5BT-E,N>5X9PI@4H\IB*&*G,U'L2/'2`;EDMY\F?7IVN24B MN?I[\<9/2&P(DF*M42VV/5Y&KPD74K+(H;S'^C)L@1ZFG$G'CQI!(Q9RKF75X7JK_O:-[_\KAU-_P#+ MA=TN:<=/?^6_3XAPQ$6KNL>@4=!Q.Y"!"3$LMI*(%"V9O9T(9Y_"<.NL".GO MJ:0K.4H4\O.,8RI7C)=..<^K)OYM_%[W^ERQR"66^I>\0\LBJ%0]ER6H M4S$L+PHP@4?R-/G)6OQ7A64)SA.%*\J.S(D5OG1-2CY+L/LB0&K&R>MQ94S!.%UM< M?Y52\5:=:Q]QCWYT^5D%GXC_`%"6GT#/&&$'D29E9W;'=132)VD1YF;#4;66 M@@T)+'"HAEB[^UB4[-;[=RWEF5'5AESL; MMI8V5,S"UFH6H?*YU;J%KU?"0=U*KR(:5O4+ M$D1$V!/N&VH:3`F!Y*N5R>J$1/7*GRWVOUI%^V8BH3=OZ\U.,J-UI6SWCU M;"I]`RP_:!+;O9PZRPDY)O,V*+*B`4))3B/+,=?:,>G?N=8U;H>1MK'ME2J4 MOVQL%M8779+:U:F*/#"2@VM]C..ZYA)20AYV3'=S$19-*G[#)UF"BS"IPXI+ MS+1P@Y&60V0DIK.K/+42B%ZQHSI8[HI;]3P&*^24KZ@"&C82)BXYIU,/$4 M^#AHDE,'+5\&0`AYNV1@4FQ&F10$<._*@"LEN886O*TOH<\N&'!W7A"\=A3> M:Y2[#-_>&:XU'@9=*LA(#TF/6@%/--2%C("9')2\Q``N.&+]9.!4)9RHA2&, M.+25ACH9$(%6VBJ^_(MU&P776%A'S.DW\ACLE?9KL%'PK]FFO)5=QV:1?R;4=PQ8,K#E MA:X;K-7B0Y*OBZVR./1RIQW%@CC7,$YA3$-X7@J6J,)8IXR*C9YR/$(A2`W8B2+DQ%O)< M*'"9=)*4]=5N?K*:7#S,B%)+@M71L,<7%Q,C7(TN8:,$P0\%7&4,U^)#;:'P MEAGR8,:1GRYPE'CC)5J=KEFC:0L\FS9CJK#PQE?E[C(1D);9L]ZDAS@"K,,P MBBP5GMDK?7>0E92U62+$^3O MJHZE4C';,^[58`S;KKL?`D&7FG4^7MP2)YP;$>H]`*&,28PP"C21XL.0K,Y> M[T#)QX)3C/ZF,8_+X_DQ_9SX9SR-OW@4*RV2(J,(?8)PAQB.CVTJ6D84J0/, M(><0.%&1,5'LDR4S-2ICK8P00K3Q9A3K;++:W5I3D(MFH`K8ZHV63#735-D: MB4_:;LRY2\6`&.DA`#)&K2XS4G.JPVLHI25#X2ZVV4$IU#J/!M3I'>@Z)&2< MO6K*+9)8RHUJ/+9K=88D,KC)*R.R!;$I>+5)BR1:KG(/#CM8CFR?*V"MPEYQ M#A#K/LPF'A4/[/O@U*=CT6R)DT:]FD)"D;S"9+(-7Z- M>7E?CYLJ=7GQ\5*\0J/`4^KV<XK+@ZAE/;4$D$H6E"KNT&?)XLX\<%PC@BL_N@8M MK\U+^<_5&<_3\W*5>"L(S.?C/HV35W'A7X+']B&C,?\`]$Q_9SG/(TK/`J3&V.I6NNW*",4KVDU6(=Z!C M'U8:9<(=3%D&&O,?<"'%&-+SE*7ABFG&_4;6AYV-1T29P(:V'(!EV2)KH>WK M90YT>">DRZ_3(6JV`DZ-FK35X&'GYQF=HET)B6F)=MP$%>%AL$M%2"UI>]EE MX(BPX4:6E]N48L&Z7B\PT13KN_.OV*`BH"/KSUBF7'JR9AH:&JH94Q(!O/1C M+:HDXIN/AFW,%@Y>DD3X:Z=1,$/*?8*;#D@[;,<>LKC@ND^T5FT MNLR'R/\`R(RAEIAMI2)]G5M#4\00,JERL'#"H3`PVE[%6<+D2;7)EJ7B5`]) MQ]E#(R1P(X.'%3O*,=:]'9FTR.GV2>\WR,Q=FV-IPNX6Z?'[)I#GG9.NN(#B MI0\,RK9-?0U*3XY#0A4&FO,KCF1TG.,&2$=81$=9<:>FEC*M^I(03Y!_DA;@ M+#H^Y;/DHT7M&LXBXD@+J"0*Y&6"$K%T'&%B8?+K"2*].V28=;.64OSD9'E5 MBNLKJK73*WVW4]0M!7>3Y$&WIG44GM(JQ2W8C&,0EMKF:D5&11M>-U53:RMM MY9\V0^W*2U8+8(+7C[:'B.BT545AG*L57I3=[5FDLM_(I\B->+N.G9&[N-HW M949@F*M+68L9J5'?FZB.MR)C)J5$-P"17W8LI<:T,X6D(V2`ERUCG*TH?J+L M+\60%4.[_?(M(`XZV";AFY9.]*T.3+RF)46.'KK3<%IV[BQX#D/'Y:RY'S]F MD%Y4M_"5E/.2,F2NLY+TE.C&S(_6K\G$?(_\@$#(LZW#.529Z<[0/C8@UOY$ M^^0)WZ'F;V]$`;/U>5(+M,DW+N>]=49KN:,>A1)PR/>$"Q".`JS#8%<(>#,D M02Q4[R_87IG>(6Q2ISW?7OV8;%:EK.Q9(LC4`ZB0'*2![8E+ M@I9K)0KK*EV7J_NH&4VQ&$_(1W13`U&M4Z9@O1>TX&;F*G#[(S.114W&Z;;D MYB2Q$0008TD'E@P-32B%,DG$E/%BIW6=>.FETB:SL=$?\AWR%!&U>O4.1C#G M]V4$F2CRK:>Z/+/S#:JF"X:.0+B0:0@^/K(H:)%QQDUEN M]6(V*#7_`)`OD"$CJ;7JR)!Q&=P4`"/8>G!R$Y(#P)UPG!X@&/D"&WQ18V', M"&P*D-"VP9&" M,("*S(T=C\3)<9GXT7[G(/M2##41YG13/=RKEA+765R;"ZB7;6@,O.M_(%WS MD>^R>IB16XX6R4.#* MBBJUE^6?JCL@8._1V>__`,BT@?`3]'I:Y".V7I2L9+*ND?7VI.P`E9ZV-#CN MQZIXPWVT:(4.R\ZVRR4VEAL>))4[RQNNG1>5V3=ZDSM#O/W$V?$:1[NZO33* MML::U6?7ON5?.C9R,4<'!5*.^]R"X>Z8B5R!,K'%O"!8PN.(P;+1L^*ZSF]# M&,>&,8_L8QC]3'Y/[6,8QR-J'8[)"U2+OCY060Q2`Y% ME(Q$K,)C,?;";Q+!8RVXYEPK[8(ZX,.XC+YF'2=4P&@A2([@D@&*>*ZEQ#HQ M@[1+#B'6G&'4+9>0MM:7&75(5C./#*59QGZ9SPKL(0AI"&VT);;;2E#;:$X0 MA"$8PE*$)3C"4I2G'AC&/IC'`LZURK?V.>2W,2U;$8B2W5W:&'B)7[,4,6L( MAL8(L>:]S)@O,JRXV['O,XQC*004N MC[EU2DQ2DSL4RGW@TA&2+2\YPSC!K=4VUKQ)A98=]DJ.M%J0^TV2K,:7ZR(=Q7OE+>+1'*BPR MCX4X#@.`X#@.`X#@.`X#@.!:<->J?8;#:*E"V*,D+-2WP6+/!L$8^XQ"I(-H MT%U\9>$+<$):=RA+[?G9]=IUG*\/,NMH"[.!'TELB%`OT1K<:.LDY!Y+KC`RQA37QB7C2@T7=M M1OQMYBXZ-NT+,Z_,`;EX2V4FQUR8D8>9C!IBO6RLQQX*";%5I\(G*6214K6. M:P2"6V.>(4,R+6D_V9IS&LXW8OX,VX](RY%NCX_4H^MYQW0]=IUHNM3V1`F6")VO4':S,:UC!!V`#PDS4PBQ-R#:+%#G^[BR!A"@SFV MEI2]AS+:'!:4^%.`X&#.U>^>OM.7K>5-N>O-EC1G7FCT#9VR=B(>UH/0(S7> MR6;,U7+2W*2NQ8V3SY)RD3,<3'.!MRS;X;;J!71C`GW[3,\J9D1UB!E78UL4 M6:2F5@6+$*09`34<*@$A0Z6A3B#P1FXV:\"4J5'D9:-0G"LJ:QA"O"-(:T1V M)K6^Y;?D+`0$_!&]>]\6C05I7,.0I@$U8:U7:E:>K%IN1L>%*#@^]<>]RRM80QQ(I+QI M,VD]X:V["T(/8^K9QZ8@'I*8K\H%)Q,M6K54;=6I!Z(M5'O5/L(<;9J5=ZI+ MCN"R45)"C&B/(\%H\,I4HN:_(*R1=ABFY@+[B&,XVZZX-/PTO6)<-MI\D?*Y M*"L047,QB7%BK4WDAAKU&L8<1XH4E60J[9(SRU-LD,.K1YO.AMUM:T>1UQA? MF2E6_K$_=2-E0<&@O]H^BQ3[BI$$0 M6.,'Z^ZP:KADHT_9(%.$/S9&!P%%/QZ'Y!Q#`'WZ06BOD71SCR]WLVY'1X+* MML>OJZF[TEE$2/V!OY=NJ+S160G,M84_\RG,9\,YQIQT]_P"7I$^*J1Q(;![OH3E2FX[:-%`:7]W"E&G$*A;+)><=D/\` M/A6)8PO#OHQH#7J) M2XA+GIBM(\Z4.I0ZC"_#QQA2<*Q^KC&>1I4N`X#@.`X#@:Y`-PBUVZ[;&5N' M4NO60-O7826B-FQ,Q)VTIV&>J3\F6VLNU"OBP#%=G84>.:PEMK(<[E]I*&?8 MH!%6P=9+MDI7[;6;(30M@UE:A@+='1,9+JD*T:ZE:?)7R^DUC:B1O2SM2+63Y"\>Z7Q\7$P+N,J\9!:AQBK,?11@VJ#AZ9F"R:"P0T M,^K,>PB;=+A'X0A^98:`PG.,MD*>0@;(^$/83^N1CRY*[L32H2*5$/X0\<=! MHLC4:>6IEIY@>UR;4I,#Y&C6(^,=0Z\.TE*E,96Y[F,A"PF@<8"]][T19@K0[>6GGVGU84C'F\V,JPH.C'Z[@(U8R6'))8`E M)CJ$U%OEI=%S"QCKCC#SA7HXEW9%:'/(MQ164Y3CQPC"\J5DE.YFC5O)!I:A M2\&2-0#HQA+$K*@J76P%R+HPH[$<8()&EMNRQ"L%BML%8\Z<8@_\`=\2.)0Q:))?F>.P4I?A^=X^= MWU!2XGZO"DIDT5@*P`P@3[8Y'HY"_#CN280J.SZ:O2)CS,(> M3ZF'6U+:3A:%(\R5!WY.DU:99L0\E$M$-VS`*;#X/F,+DTQC;+(*'7AR&GFD M#MCHQA+:D8SC&?'Q\5>(=4^CQ\@B?;FXE;6&&B!(TOUVBD/#X%&@A48;:4VTI+><*3GU'/.%GJTO3%&3!_DD$F36S M(/:Y#V'@\H9M$"W`#C8&$4"H'`1`U>;0[EQIPKS/..MO(?PTZT2DK.KRVVXX MEM;RD(6O#37D]1W*4Y5AMOU%MM^=><>&/,I./'/USC'UX5`.M$";4/7M.SOB MR9D--S$92:<]&2<>K5337H"D??8R>"C)5W9LX&VT6264&RF.!,0)&><5PB1E MR1CBR!X4X$<[(L9,)%!!1MCBZA.STK%QU7F-_$\>!A3S>?,T*9XI04ZQYE/I#A@*E6[Y,UN?;K4=)Z\@G![A4! M;;7Y2)LU(V"K*5NHKPDFADD6-:9*7@V/*''5$RP_IH]12NY$I-:1EI%9I4U#+CG M+-V?!/;'/B8G8E./9.C-=-4LW/MG,!I?\1FW!(MT$-]2E69P<^/"8Y7>#UH< MCHU4:VZP[5B.QE\V%(Q$K7[<%VRV%M4#.C\14L.,S!*K[XW:Q;XV.V#7-;`"ZOL M-A$.G_QY37KFFZ6(,DJ>*K,6&<#8XR`&0*M@,H6J,FLN$,F,O9B]6)]!T5OO M1.XJ_N9F/EMWT6Q&;FUB53IP\9_=NH-:;'O$'>*+8_Q199Z7?V>"FT1!A$Z& M<:S*1[5E]=KS,AO!-5*F)MEL=JEF`ZT5[5@M='F&:B]KDS%8"*K&R* M_:48C4V6.12XMFG1\4IT+"&FE"8`1@%]LEH- M#QU>W3?:AH]5PCZ+=-7;XDJJ2S%4'2VPI:!LL/1]/;-GR'UEQBT,BU>8QM<[(LE<-V!UEVIG4-#W*KQU]+$T>78460T40LO[BT^\0P01-D2)91*EPZIU;W5K6Q9?5^TM(S^V. MH!FV^P$1K&N#;&@:S<=44NS;UA;7IBX2]DF=C/R\QKG7M)@#GJY%!$M3U3,% MC\#CN-O1#,&(B1MIA/HJ:'[(]['=6=^;L[D;]ONO MX2S4=V(T5UHB](;3L$G6TZBO.P-.;,NVV-@:=V/767Y/8!.L=C0-TC(-Z3'$ M]L&LB8R,.LAHCWHF)F<%$V[]7ZIOM.A)+0'5@.[:5D]DU(:Y14C M3=[6RV]D-3:T;(N8M$"V'==3@^T!GX\2*AIE@!MDDAHO,67"B;T8D7S3&YM1 MH[`DWRIWK4])[&[:[3TZEZ^HKFN-J'UK5NV^MW7/7\-M(6%M&VZZ8W+Z.GJ! M*"Q:!BW8V-&?4MAL"$<0THE3&;+WI9U\W_'[9UGL'8,WV2FJ%!D35SU).SE_ MJ<=6\:SL-*L-&CM;=C-<66.#VPO:],#D0W60GLR@\?(K-/3*D3$A9BY4L1-X MIQGZKNZA_*':=_B::NNQ-.V_J9K[1T59*Y(Q;^:S;X39-RV3<5NQEHM[GVJ" MS5\#^5R'$BT2\TH4,E!KR6"06B_LQ5K/1?L$7VU`WCMNNVD>L;`JW9W>%XIF MOMXWBP5#7/8FV6[0#VBZ4011!(IB6;&"&]&+Q'MCDJ M;N5R=8>B_8`"A=23=DQ,9`V8CJE_)([PP%WGGK;.2]=AY%_9-8LU7D0I:8@] MG22+*?)PA!MC)DC?3G,F*6^EJ7#F1$3@F_I[UM[&TC=$G9M^"6C,UK0W;E=K MNT:UM"ACZKWE1-L;8MFSH=;VLX^F'[B;>UV#-CAL`W.R2;@,BX80R=)/O+DB M"Q$Q.+;-R-'`\9\9/&QW]8E[61@!4J*J3[E=,_<)!G9$91+?\D&EC.X$A@)4 MS#F75X/ZV4[_`"3-SV#(EG5$ M_P`[1UEV(W`**C,^@)_.1=M=@.^DQZ?LDC%D80RYC)&<9RRAW#N,XRG.G'3W M;U?A$/:E9SO?),#K$9.W/K0EL9TC!;K"'-7!^#;A26!4D+3X?KL-H\?[&.26 M^#,[Y=\^'QJ]P\X^F<:C/SC./U/]>(?B,UY^,MCO(TN`S+@LT9#XA)-P9Y;(TN(R4T7'.RPB,X9/-AE8>0 M&\O&7!VBR$)SY7!7?ND4-:K!'S9=7BI,A;'W9<(@'!JD> MFA;JQPGI47U_)A3B4/8RE.>#[HF8?3)E7F-FF9&V0\V,$!?-3RR!9N0K7WS* MX)Z0AV3'F$R%!G8EAUQX5&'6U^U==$PX\M]E9%C4(H_:R-)JTU[J+D9Q"F3D+'?#PM;Z'#%B,?1E:((*` M*,"".R($$.R*(*.VAD<88=M+3`[#3>$H:99:1A*4XQC&,8\,<*Z4C,!Q;T:. M1@EPB7-2`"R*(04MQ[*%O.+=RRVI`PP[#:G''7,I0A*<^.?U.!;*=@Q+&8+$ MU'3]8^_X:;&\KQ@I#32EY;_.): M^^%.`X#@.`X#@.`X#@.`X#@.!@5L6Q!0N\JH'0Z;$2MWE=C.E7>O3TE/,;/G M7H_7]D%UU:ZC/#L6^/KVE8KQD/O"5KB!AVR7VVVW#))<9+DU7AJ7:J";F!6Y M&\S5AM4I43+WN:,DZ2]!P.L[`X8W%QL(:>]*+%UP9A+6(P&!>)EGRP(C$@ZX MM\EZ3DA:WKS(TPE)T+&0DVQV$+V/>9&MQ4$4Y!W]M;OD&&PQ'C[K2P)I:Q:XK(5`J]A/JE(JM=`W;!0(=AS,,T< M:>4]-439=,?GFM@W"U+EDRDN2&HLV8])@YY_,JF3Q%6"I@R*TS*5&T6?8ERU MI&RHNOIIZ+2/8&#AT42^V=K!;D_;*-7TLN/LM86Z@4V31D867+94\VT_X9,? MBQBQK>V77]ZB,JKY M2XN3C'!H6P>_@7666,!#.#0=11:+W9/M0IUN!M<#:-8-S%LI-3N\?KM=>CKO M;ZF9IL?#K@QFS9>QP<)<6IZ:(K9?VQ;=B#D`78]!&5P*+4+654^WNV2K)#Z_ MLECH;.]INK6IZXT5K05OKDUJ9$#9@Z77'K5-F;9L=,',EI*=^^C11,ZH63CV M5/"2#<2X[.,"YRU3!KOLCOJT]FUZ:GJ5`U^O@RM\?L`TQ&NAW>#I,5/WUG7- MG4!7K3_+Y$TQ.$Z,>B8\:Y;`@K?+"U@X':TOK.%@RS*S7X^TSC5&CI M6$5,%2)'V*SG&DB#^:,.7&8S./DN]FUCK9,W>PT&4F;W,QLM('7NY*AAX2%& M@X*MU-F54+6:?#LC.$9/&J\6P@-PTAQ)Y933KI@D26I^&CHU#('A3@.`X#@. M!XTHN%25_6#.UJ.LI>3PU((US:1BL-`3+! M"&&?O*X-I]V1*_!J:<=/=O%^"G]L[N_X6]7_P"Y<)R2 MUPR9Q?+O_1J=Q/\`!$?_`/?B'XC-KGXRV.\C1P'`/.>1$K;$,!C"2!B%(GI:"A MQ5G39EU+IEI MM(HA!K$,_)NCB@`SC,02-K7-L/><"7(J88:S%#3.1\-)7'K7Y'B0[$_N&NP: M[^,T$=,2.NL4_,W'`2E/$><7=G&$Q`J"9RT1$=%2"6B$NJ&E7HXAQI3:V4.I M>8RX+7B];X@1A;#PSCXM5E;)$69:@!H><=(J%NJ-6 MD?/`V3P)S;"H1IN3B!`H.0EY2)CQYG"WI)H7,*A;+^'#FT"'."%6NUO`++]J M21595D6M[KK&E6BOQ!1FT2@AZP.N#J;:C MUD.-#K"\IG8L7"MEN/`2).`KM#49[`"H^1\LA-"1)C!I;D8<*9; M1*X6MX9!$6UZ:_5-;0V^XR%`AMHPTTR<\P`8Q[#94IK!U)$K4,)5;&'RN.+O@4GD+RQQC/W&[V6CC M>=^-3Y2ZPW85ER*_7-'P6$1FMO)0@')I#>7$>JVWZ97M@ZP>RX4M\,;V$PT\ M?=+'1Q_!J-.%Q(UDPL,TTR2B9.1BXH,I8F5#L%OL23GFPC(J74N-H"HF74!B M2JT>.R\1BSS$W#MONM&"9&=@&SL'*]FH)T]Q*BPLH;?6TR`I'YV2L*=%;*"D MP.T*]81JH2%C]CN%DM-8B):>*`;,#NB7>)-9J!`Z%.L70(H^,=9E*T5A`X ML7F65E"`YXEV;RX/CP3F(3))QG\Y64M?LG`I-7V1'W!-+,AXV3'BKI!62<$5 M.1TS#S0+<`?#A(&DX9V(>:A32?NBLO!R94?)B+;]%8F7D%-BA'$[MN]2,E4Z M=KRKU5Z]6&A2NT'&K=:<15>S"5B>KT2;51PW1H_:+4G929YH5N:56'(J$2O) M!2"'\#1AQ/NE37FP8?8\!]ZC1)2&-$--B+!5K$.P!::G.QI+HA\)88U@DQL4 MMMQGU&7&W71C!5M$C.O#/-.K*OO@=0PAQA@C(K399S8KY`P"B$CJ*4TG\UOU M,H=RTA;F4IROR*PG*L>/`QXMTY!6FID7.54D7,<,\TZQD7&0L>'$ MPT<#$Q4<.V)'QD8(.!'@BLIPAD8,(5MH84=I./!*$)2E./R8X5R&K+:#+2,A@TJ4;A)AFJR4!#CE+2*(1,J++)1CP4TUZIH MI,7/`6878U=AHP4.SFUBP2:PF"Y^I'YE9B"@VFC92RV$J78@XVKO3T@:,L1I MMI9XV,*2@<*[91V$-YCV9&*?%]UA.2 M4LR94$2\4VW"^5:CE$LVF+-#BI.,?E\S;4,J4C9N4"RP&Y7\,1C9DB5:%`M# MJ&'=8PLQE/D&RZIAU#06;>MA)A)4U^%'@2K-$!/@JK9)M&Q.3$GZ=,,A!R)8 MZYQ3U8"C6[N^AS!#:L+P9A;:L*(#;/"EF]D=>0L1(R;H[C!B8B>GS/:N1AT' MA^ORQ];*5/V^ODS$!!L*S`$O^\.>;:3'1ASOCG[:<@<6R$CR1S``BQ5,*%*$ M&('4*ZT^,IAYE#C61WV,Y9>8RA6/(I'YJD^&3[=CRDX5@A/HM M^#^%Y7E>'L>7P=PO+BO'S>/CYL_V<\"BPE;$@LS/H%R1C,S,XF4B216"Q(?+ M<=%1K$7`C^DVB,A16XA#K0Z?%+;SCB\9_.\,!6O;#94XKV['F=.?KX8X'72"$AIIA`8J&&,(PPRD=I+3.&V\,HPTWA&$-X0SCR8\,8\$_ M3\G`["4(1CRH2E&,J6K.$IPG'F<5E:U>&,8QYEK5G.<_JYSX\#ZX#@.`X#@. M!XYHB867\Z':T:3CF@V/YQGJ$.8T2Y!K;'9CNI^JQJ;/2.):=$">8G9<;#46 MV6&DED]["X59Z.?[>[V,\CH\%];_H]MS_\-WK+_GK]MN:<=/=O5^"I MIU/\MEY3;B67=NZS0T[E"L-N+:U<#ZJ6UYQY5J:]1/FQC.*LY5F-+2[$E2@6C-K$PK9 M;DDBD3J1\`8FD8B:8=8%<6O#HY+*V?+Y_-C"<\).3I6W9,; MISK;8-MD1KLU$ZQTM(7]Z)B%Q^7Y6/J%*FQ@7+K*U*3 MAKS)RGQ&4-/-2[Y][MXZ=/LE%^*3:%AH782)Q:Z':G.UFI),#%/O8M'AH@XV M(FBF'8X)X.QY.S%I]F(D9M_W"&$-23P]9B9F,L':DNXO?%VX7I(_Q3;Q2?L> MK4:9@HA_L[J$.5@X>A!0,A,OE1CDH<7',O&69(JAH81>%&I4V2E!3SN&F!?+ M95ISNIWSC"KE)Y^&?LW(CVJ7@;9(-1>_.M1Z@G-?LFH=,+ULK` M[S/N226"P_3QA;T4R:+G:49/]N/D3N=IWM38WXG[K+GSFQM>XL`@_ M?B4V/$+,NVO=A0S@_3E$3A0N=G6`[9_(A.8E96N?$[N^[3&9=7'*%?6XXXD3S.98%\ME[SO:# MY`KJS#*E/B*W.`D(N)H#XD7&L&)\88$;\2OMKRQA@I& M0"DK_=&3TL,"^6SNRO=#O1$-V9^4^(+>+,;FX1%U;?`["=='W)&5CR)3"0'! M69!ADYPM>OD($<<6X^IXT#R^#Q,<@@3,[*K&=N.]\>LQ+GQ*[]:-D=IIM!N` M>Q^B/21#NS:HA]+A[$T`))ELL#(4D-2L1SC"TN*,4,WDE9;G9\2';/N5,#U, MPWXG.R$.B'V#'[,;''V?U[,,(?-B(@H^.D&8?8`60C0S-ANM^LZDE;Z(YW#S M*'FSVXX7.RUL]\.YE!4ILKXC^W92D[7M$]ZPVY.NK`,KBWA[3=@XADXJY('F M/<&1P0K8F5#I0:^PVV\\M<.W-J3NG:57C^WG;TFPQ+A'Q,=QAUUO9%QMP_K; M+ZNGX+9LOM(C!*RA\NJ'C%O^ MR24W(#0HN=I6[6.VGR20(,$+(?$MN)TVHV:[6LYF&[F:34^EN!'FX M@=R0<"?,CD:Q6I3XF_U)O48S.G5L`TRHV&INA0D MW1V!X&/E"=6?:QQ$NV,%@48$)!Z'A1&7VL9@W,,KPAP))8=BB4Z_9VE3)R3?E!KQ%R.8B;T\[)I#RJ+F#:TB,E1:+(M..C MEF/*PN-%7E!RO:X<);)]G=K&NI38MJ#V3L<6L*;4/ M;:0S73;4V$@;#DA:XER'"DCSR!_N60)UIG.%,>?3PVAQ[*4Y(LQ)-=+GP MB0!Q-I!6.8=EP1HW,-/3T'/2P=.M)*)"PE$C+AJO%0"8LL-U*FVECN"BN>/F M`2Z&2$9%1T*&D"*#9!#2^62D=A/E;P^>6^>8[X9SG/G(,)<<5G]52L\*J'`< M!P'`^"F,/E2: MPQ)-UTF6E0!@VBB7!ENOIC0LJ5XBLY02E0LVM:+=#'"[?6P+0A^$/KA,5/X> MEJX7#RK)`TD*;5SG7ZX:HX0IQAUUX5;JQUY:RKT\Y3PK]BM>UV%CQ(L!VS8$ M"P1AC!=UN,B3G);T802X^=(SI1I3KQ$4VYE3CBU>=Q_.,XR0_P"H%.?U#KLD M^=DWJXTLRQ"K&/7@^5;0,MV69GB)&"9;.0U6)PJ<#%-=D(U(ASA8`;RG'`[_`R7D:>"^M_P!' MMN?_`(;O67_/7[;[T`?!V$AJF=KC\(3A9F](!A2\/DK6O`6KJGY4J'6 MK(K&$>YSX*;QA2_'/G\?*GDEOADR`^;-]0_Q<=MW$I2O*JG26,X7EW&,)*VQ M0!EJQEIQI?F0A[.4XSG*J5M,SRN*Q;1.AL!8*ITDZC5>UQ$K7[-6^MVEH&?@YP)^-EX>7B->5^/ MD(V0CR"BW0B0B1U-J:\R$H\O@EIA.,,MQJ,E]SREN=B]=,.)&RTQK#8IP^7A M\+)2_B5C*/,42WXC-C5.W"H'UL\K.V]]CX=% MPRS)41Q`;!A3CH[A$`:I]\F.>NTHP`XHR,I7V8+&%XR5(2;F,9\<8\RR7LJS]?-GQX(R M7L&<#(LY)CS!3QTD&"*(#(9*9P7'&/Q\@+EUA:V\$`GBNL/(\?,T\VI"L84G M.,!;]Y>%'IEI<-4*D;,!*M.X-PPH5W#X;S"1WD$PMD8>22MS#>&U1Q^',JPG MV[WCZ:@N+!8JGE#))'40A7D6QAYO+R%^DA_R*:PKSI5Z#B5^&<>/D5C/Y,XX M'8X$:7_#19-#RR$U*.`;&A788IQ M#R2!UNB$!)?`<"P8,-M&P+X=[9QMU^/IS&2&4B8SA#I-5_<*UO_)Y+E5O36DK8U6+G<@:=W1ZCVZMO MP*+A$=F*,%9;I6*!#SMXZG]@:G6RK+=)L*%JPBK!-T(.*8Q.)?(+']1U*W!H M\G&$Y?PTPZH[H;0&E^JVVYA.4X<0A>$JRC*D^=.%>566U+1G./'Z^&5;D@8RV/2C)K;"E) MS&RP1#T42PAS"/N9%4U]"/W`A%DFT9$'A9J8#)$@2!,:_P!H3<>5&NB;,8A4 MDGD`J"FQC,,,NK2I9B?=+43AL(C`9`<*`X#@.!^9 MSC'TSG&,^&<^&<_J8\/'/^ACQQP/W@?"'&W,*RVM#F$K6VK*%)5A+C:LI6A6 M4YSX+0K'AG'Y<9X'WP/SS8\?#QQX^/E\/''CX^'F\/\`1\OU_P!#@?O`&RFS>S=AO MX4078ND]J(XE2/="[XKZR6D>?"AU2>F-<38S+[;J&W6GLQTHPYY5)QXI<2I/ MBA259DNG'),/S<(6Y\6_;-#:%N+77-?H0VA*EK6M6XM=I2A"$XRI:U*SX8QC M&M,7? M*,'(Q][`4:2;9X'3L MH`\V?V995N.2@K4IN&C?HZV*^U$2A<)ERPU55:J#@JBWXU9`[ZHX?!@KS1#> M,M.-JS&HR81_-%AY7Q1=_<#KRV[_`"9=DY1E+KC*U>$2K*FFU--OOJ=>3C*$ MH;;==<4K"$-N*5A"D'+)L7IV%XJ-6PXEQ#F*Y!X6AY)"'4KQ&"^9+J#!`"T. M)5]%8=88";YN`S.%.*S/U\#W7MCD-*1& MP+;*!&RWHP..*R&I:L+P,07Z2UY2ZIMSQ;P35AMONYSVX-UD==:Q8/L<8RJ' M"F'8R71+-2YH44%;9!^4"#=?9B<52/L8[A`*L-DYRZ(4?A##T,I^I.."WY_3 M-_U?7K7:-1WK%DUT5KRSMVV:EK/4QHA^,&C;Q.G/Y;,6-'9$AO*E3;[Y;6/O MI;BWLMQ\G-/#"I=[9M*[&[3.U/2JTW,P.NHBKTO_`%]CS3H1;-C;J\#*%6&P M/DQ\%((.@WR%LBI&2^..YC+R,.GM.`-"8F?1&JU6#J=OBI4"K;(E[549-RBB MR$![1D40(B3.@H"4J_I%O8K(C,WMO MOM.FZ:U#QU1.MMLNX$RU`"OQY6*NRS#YCE3+LI,^<0)$J,!(9*$#]RQGT1B9 M`Q^/A8V6EXZ+,X,8>M1\D8"I?N,-YB_<83D.7]#W&!7URF$ MY3X^3W3;:?#Q]+S8\W@$@<"/=B//-"51+2$J2_L&ELOJ7A?E::^\LNI7ZF?3 M#:4I]I"$9(=:2I:\(:]4I3`[P89_*=?><`990WE:SP$IR8S89Y9-AB,9PA&%82E6$IPI*/' M*$YQC'CA&"6T*5G&,AC)L,Z8O8E9NFN-BQ(@,T@*;T7 MN.MD+M6LU%6$*):'IVRX*#L`PUSHEW.`9?$E@RV%+41[5#H;C;*Y,F>2WZ#$ MC;HG[#8X2!?JE(L2'XC<9\98@)2F;8M]7F7HK_L!`CGI2.<%>9C,XDK4P\$: M1'NL1CK3LB.ZY`B.C,T((..$'`CQ!@00V4#B!AL-#"C,-)PEMD<=E*&F6FTX M\,)3C&,8X5V>`X#@.`X#@.`X#@.`X#@.`X#@.`X'YG/AC.?#.?#'CX8_+G^U MC^WP/+UT)^?_`&QVU^3/>?3*[=-=E4&AU^7E*O1<1-9G)/9^GCZ#('Q5BFNT ML:9D8.IQ5Y+RE0I#"1V84I(L4IL\DATQ%K!SCG?*M'J&Y'1J>JO9?9UQWV=> M+;31"=*07;Z_=+]3#O_`&\TA&GWJ((<@M?6:O`V3=-_NT2F&V`'>ZXW M>(NU.&1VR-=7&[3%'D2)B.B)%8(66@CQ'DR)LCA,6-F-^K+-!;+N7\CFP0E\ MTU3JT'OY4N#';9WMB6N5ZU%;Z$P*Q!]@IPJM;#LE:J5+V'`FH6/(-MX=&=&R MPY&#!JAFB$.!RP)P[QL>_&M$8P.^3(;:\?$]CXFMTOL]H#6VU)BT M2,3)R-6IV\-!B1T:6-N#7DG/W*%HL90Y>S@"(G(ZP9E2Z/-XR,X0P.0)*2-2 M\<ZNZ+)."TFO:HUW8+(UM;6-6G['`7R3.I$11-\:TEMI:OL@JI2&K\K M.OQ$7@4*8=#PZT2XRHD5I*2O;@"]%`UK\@FPMS&G:.USJVF9[ MTVV>@M,,P.@=HCZQN%DU_=R*TW9K0C9\Z\P'7A\1?J0+IBR)G.&AA&YE1$S. M&J7:7VFVK")3+T,_+K&G"ILJ0Z_6C58MBUYN2)LPKPD3@RQ[# M9D(QR(6`I33(:L(?4N$J8:WB7&`QF`JS.<[,ZKQ MW=A-/]ETE8H%[VAV+VU;-94X!#GV@V+J<9.R%7;/ M?GY&9LSN8O.4AH9(Q@>;+=2PBTEVVE.JUJ[W095-?N%SO'>#?DT%B$+<_`JK MY3-']<;+9Z12(DMVM#$739+MB+?KE?QD,R5DA3')*6>5ZTEPD35^K-'JQ\@N MT>R=TCTB=;9&/UB[L2;TM=)QBV0@=QTYL^K5>5M,H[>ZG9C821E:O)EANP[3 M$!Q%E9,,L+I42VX#ZD<"Z4%(M#]D8=;^V782J[ M%-Z@U,/.VM>9$[4;`TKV`V-N,^W74CK9I/;>G]?M3C6Q"J;95[5+A7MERPT+ M)R(9Q9:XA@8QV42.N8E21,W2JZ+[Y;[V@. MV=G["WQF2IE*A'>O)2]D4_-\E+'$UJ_P6T-5WN5H4A!V/6$G-OW6)>NTI7Y9 MT")-BP)&'`B?5DG$EEJC08U$WZ,Z>%.!XXM*10!WSM=WG3\P7D9^0S1!C+)X M4<086=%=6=?.QN$>YJYB7W@"C?QWD;>"NMN MM?S?&YT>JUY_Y<'61OR>HCS^K_+2[;/^EY/-YO5]#]D\OAYO)^=X>'UYIQT] MWHP^&YA`D;W*#22HQP3L%04$%O9;4>^05UVX9_P"V5V?GH;9!BQ!54QJO-"IETH$'MQ64LQ38 M>1*G68_EL=U!)OR^NZX<01L8YQT=_.)';$!&U:_23>2WU-&SU?BH>O"13KK: ML8:9]@&ZEE*/4:POS9S%A@;\TZFD_$_W^R\TT\UGK+LA"VW\_L6<+BLH\R\9 M9*0O#>5>;RK9?;5X>"VG49RVI!RR;'*CEI54K"F%1'0TNYV%N5Y\=#+SD]5 MD87B+!`6^,Q50FA''"AJK&$RG[!C'@Z_,3BTX_-3[!/@$V35JTEZ4-LGMG?- M>XEI&(Q+34O!2)/VMB/-C:Z:F95B#N=8D@GH\D^8"DV'$@0M:-$,E:\93``G)D=\ M=$:0++0AK&6\,N+:%`AIZDEREL<@<(FM3P5=A[8S5)J0H41&@R\*N#*/@37( MIF.05'@O@#QKKP!S:FTH]FRCU&\HPVVK'E3%T:IKSK>U=+MKTO8CI\?M"!)P MRRT?8(5GWJGF#YPTT%:E1<[*Q\A!.69\H.5<.-)>4020MP:5D;(9;JE5BVP7 M&!K%PJ+EM+KL!)3C%+DG:[-F1GN92&8EF(R=6U#R^<0]@C67I2$CRL^W?!>4 M0".[XMNLMJ;BYL']8^AGO#=U$&0C[J92ZX;5DQ,E*+DLB/MH'6[)"R+P4D)7 MO;LI99,P:U'L(;PMB,2)&L#5='=9GTYFD%.9RAHAM+#2LJ2@?W`69APAPKVP M*#7'F(>0*2QG)"W6FGB?14(*J4;DJDJAW81G]#&ILQ_N\-,;(HK[&(IR288P MAF!F%`J2]!%PS3"VRO1R"M+'N$&^AF-]E)^Q-$BRR2Z[,-CZ5UZAGT\LY@D. ML>@P(.)[=X@AUCV#,-<&:;>'E4Y4PT[8Y($9;BV_S\-1T8M?AC*U%>"5MA?7`C?9 M+ZAV*6IH1))"]CTUAE>/'UPTOR.6C2A_*3'N>;[8M]MWRE,_N=QSS(+1Y@"P MPR^5)MMWIU*M*?R,\OL#TNQ'OX>:8].6QW*T*J)RI;ALNE3JZ&W+!88J*P\02(T@HMI+SI8 MD6Y-$BM#IRI]PAB):R0I&$Y5AKP5X>"D^(5T$UB1#&/%4I0QC#9#"EH4VI3+ MJ<+;5EM>$K1YDYQGPSC&>!VN`X#@.`X#@.`X#@.`X#@.`X#@.!8<)J[6]:O5 MTV=7J)4X38FQQ:\%?[M%04<#9[F-4A2`:TU99D8=LZ9^Q@DJ8&R^M:FV<)1C M/D0C"16J_.!B/*1.O`]SJH=YJNNZX]N>4L%II`<+-62,M5[LNNZU&-RUZD/9 M!PE=5;@XFR.8;]`A4^%B+%.9<*2QZT.3"UT:KD:[(;'VY!",UN'GX:QKD+1" M(K\_7MAR11TK/N5ZW3\N=/R(]JITI6R&FHAP;+X;?HN)Q[-:518`61::=2@Z M)%Q*=*TXK2VK[M*N_8"DF`SZ)@>8DPI78]9>(2$X0 MX>2O"I,8)+.=FY2`AXVVTG5Y%+L0U`$AJ6\[/2S@4SB9K9/HH$_!3C)X4"QE MTT)Y,;'YC'8EIY_+++CA$>',''L7^2O>MMS4N@7)IBNN-9;+KGW6OSU#V.D\ M:9IQ\5;8U\65!:3$?;I'+2R`I9EIITAD5QS(3(SS8M:S%:U<"J]%BG")QAR.MDS#5%B%*C3:CEP9C,\E$>LT608 MDY6I%.:IU;X[]XQZ[5!ZPI-HS5[3L6W&2LMJZV@35$O%AD!X/;,P;(3=?#D: M;:"IRSJ9G7?5&?S(19"WE9?@"%1[$_&02X]2=6]I-D7,:?PO:K6H8;7H]0KN MHY<^3"I6K))H0BM:SE:13T/WD$&R6`6+5$I7,%AV$A,8$IAYY0"AA$I[CW^M M#F^2"VX2NQV_-BU1\`F7EZU(PMJN]7K;#XA5/>DI<`3,^Q5(\;)JX-2G,QHT MA@_`[:)'+Y$7"^K$*(UCU_9V+LK3ECUSUUK>B*U1R-6V>C6;16PW/#3NIXQO M9E;K1&RKQB*UE&5(>>V>]/Q`\>RZ&#BM%XC5F.CG/0%3#V1+OO6W1GLG8*^< M#<;#0+%.638=QF$436NZZIM`.UPX<%);/V+L:PT8BE[/J3D="4*'@X^0EGV( M88R/;B90)K=$C7)`6Q[$D:+&` MTE%^`.LSIE@/AI^%C_5AI1]XE1\8>Z:(::+*N2$A&HB/=D5.]?M,66^26T9O M7E?.V/+U1VB'WA31+-I>I3XQPKU31-#$,GC5YY,D\XH-I:&%$+]?*?62ES`J M'$GKKHUF;K=C"U;3HJ:IFOCM44TV#B6H+-.UM)H<1)TBI,0V01JS7)'"V\OC M`H8;>4**I>,Y$%RR*AE]0UBZ6#8]:U?0*[L"VGO2M MKNL%48*(M-HDWPQ(]V0L-?1 M)0#'S[]YL$&QC+ZN]6CAV_>2<$.^.^;UDUVD$,<8VXQ!V";#@4C#&?/"Y(R` MMH5BWO>I%1%T8GRA[*.1M_/:K<@/CHGN:5Q).*C%?(;UGL*W_8M8BVJ8C87; M2]-6;[QE?HN5E^`6N3][C/YC+?USZ"DKYIQT]WHW^!(L@K5O9Y4@R8%*N;8T M>5(1LJK"9H%][I7UI'(:E6,CA.-F,R`9##V&?3'+TX80Y_S`X86^=7EFEOK_6LBAB,K==<5G"&FD*6K.$XSG",U MY^+9)R-'`'0#89FM`QTA9K*L$B# MC[0N$F6DNTNS2DF-EH7Q=7%PRAKZI>LQGKFV1Z>%E!Z-'+FGMB+EC'B" MY$7:#\,1:HLM>4-/QKKE?4_"Y`'<9SECVSY364+\4O.8SYN1881?,DTX[\5O M?K#;J&,-=8=I%/NNC**:0('`/EG9=:3E"4M>S9<\SBW&&F4^+CCS"$J>18S3 MEXRV"48\&4I-/DXLL60C)&K5\^./!)$-"-!,B1"!"PS(^0E@"Q21W$K;=8*) M9<0K"D.N)SA>8TNG@0W*.*1ONG->#6,/ZNO"\>9?F>7@6R4O#F6642!"D-,Y M+1AUQ80R/%QM."759]!!-4R<*B>GD@*V=N$%H@?,BR_0SC0TGP[Y;0IM7R*` M8\"%9Y:5`&+FXR?KL66S$34+-9&)&)3(L-CB.L$(2G'ERAU3K!.7(\3&L(YN6DMY M;/9LFP-NG.@HK%,/7"5VO_<$GF$1D&S,Y^U1=)#N$RT0?-1C'KL,ARIAQKKC M#0SP`#0UB$PJTUUZN+X&OMS:7.%%MT9K^HND18)D8I^R6$2!"B%2`[)TV;2L M'AA-JP^AR4<$D_,IM1#*T^[?J5JZ/\ES:.[;I(2W8,@P&)?BXP(KV$_%%(4! M"3\P@2M5<&)R\.R$7Z+ACQI[+;[@1XY#K;LB3@&H"KS;`["$V-39F/#9<4R/ M7#@Q1TH)-=RTU'.,,M80F(LQA:_(G&/#V)[B\_\`VE[.?(J-,;J5J&T0G8*T MW^3B5Y@Y`^?=BY;,M'&?L,DEPUAKVX9,*;['#LBM+:"0WTB%8?0EA:U*FCR: MKS[%ZA/VO68;$"Q7W[)5YEN4`8L`F,CR0#N$)DH=,HVE9$:DAY@8G*7+%";.9!:E5D$#RK)X@J(&Z5,9PELTB8P2$BXV&`P1@&)`$C0\%F%R M!6!06&QA\$'GO$G&/8::QYG7G%NN*_.4K.0P88MO\`-]1+'F1A87CP(JW%+I@*H).J M921B&L];EE,+.$C4.M1DDT<3APXYMX,)A(HZ\O$/I0*(SA;Y+X8S3QHQ):;> M[W9.U7WK+?XV7?H,FQ%;5ZM7IB,C$C1[@E.A.ZO6B3;;>9<0ZTZA+C3K:DK;<;6G"D.-K3G* M5H6G.,XSC.<9QGD;?+Z,N,/-I2E2EM.(PE>4X0K*D93A*LJ;>3A.OS$JT4""J.`?-4=)X&S&@LCHRZ0;(>\F M(`5(0C"5..J<-&2E"<)6MB4U!%G?#ND]"QC-C9-IYQ! M3DE;)69?E4+K:W,PXK>"XMV0DAH,D%'MTY$].#(O^',:E89VJ/D5.+<*D3/P M*/KRS&D.,BQJ,6&++/(%C'$!NL1;\><2^ZRZ"ZY(M-.-N8=:]T$MQX6+&H0&E]#3I:T^=ID@FJ0!*"4Q*+LAEKE)6VMUD&K@3)@XC8 M@0;.!2),Y-=!P)!KE9Z596^2\EEOP1EIE"4-LIQD+0D=<5!B7+C+.?*SM+G9 MAZXQ54E`R7ZY3+0`P25-2J;*"D?[7$RN3\DM`R3RV<2+KSK"O%:&V12Y0]75 MP*.';FS2Y\N`C9B+KUJGG1W+-6:_)F0\NL4:=]-"\.Q\G70R&3%IP^A0;&5* M4IKSJ*NJMUP"'0_(I=9DYZ<%B%6.TX%"$,LY,7&LQP'`@P_K'%RXU7'G-G[5L*]>Q;3.M2['8`)N0I]G&G394/8)$D;$N2 M5VNPL8H.*0;/O2>41XB_+A)!\B042D?TCJB^(J\KL=RN2IF6N5B)3>99C5%C MNEJB;),:7M\S*)G?T<-257$-E]9*C0XY#BUQ('HY%<:5'PRHT4N6-ZBUF-M] M1LZ+[=B(:@TR:I%*UF4)1WM8UF.LC\0=-'Q5<74>E\5C6.(VQP4E"0D$&.73":.930,UF/@6!XM883#PL>A`"EN! M(PQRVG:RBUY1(_7-:;K$6=(2`;,C+R#;TC[3#Z?NLB0?EG#<>*$'C+?K_LCN M&L/F/^H42MXM]]YR-+XX#@.`X#@.!XW=6L'UO^L"]M$%Y=R^3W?U+(A^U)M> M5C1]NZF::%>9C_M4N*%[F4"+'=E&VTA!?;PE8F?NN40P8UT8O\GLBY&W\_\` MAH7R M-Q7E5^L7X+G.26N&3.+Y=_Z-3N)_;U%(8S_;QF7B,9QG^UG&>(S:Y^,MCO(T(>4K5EF3Y,C84A3N5J)-,?SEU.7'W5*]1<:C)W-E; M/B=814+,RE=O=F#F[(-6$IU]39J\F1AAD?+&"'S0%?'+,C81\R+2![Q2,L-' MF#-N90ES*TDF:6&;+-SNY].R?L;!%MO4W:*AX^8( M&E"`XV#A6)5,^0LU4.0TV8H3$=ZXQ#2G\.,J1D3-+RH3ACVR-GDO.OI#/B-; MR@("CI`D43WP%BR0MD94^5""OD+:QZJA8N/?>PA"B'S?!K+`U3$ZOTFG',(< M=RVVM?IM8PIUSR)RKR-ISE.%.+\/#&,YQXYX5A%`]H?TNPEL@)#2VS=?PUCH M5]769V^15>&9F"*_"'%6J*G*?+-3-@K*J]%RL4P8J9@WH]4R25'802D9MPZL MW<,E=,.+=U+KAQQ2EN*IE?\`.I7J_5>(T=*L8P]GSI1C./!*?!.$I\,)2E., M)Q&DDNN>DTX[Y''/3;6YY&DY6ZOR)RKR-HQ]5N*\/#&/U<\#&>J]@(+;(^PX M:/HVP*['P&OA)TR6OE9#@PUO3<$Z7)5J2B)%\\V'G*ZMW(I@DJ(SZA(Y6$-O M,,^JZ2[9(A>'LA/+Y?+[4?R^3R81X>DCP\N&TI;PGP_)Y<83X?DQX<*MR\W> MN:YJTI<[:;F-KL+@)4F?Z2WL"M'2(D8T\M#>,K])!)J//G&,^5'CG]3@0%#[ MF&V=#5&0*JEKUS8`=C5/W50M8\(JS,QEDC)HRN%87&&2K`Y$Q!^=1P@Q*)&- M4T6(8G#;3Z'29LJN%0;MK>L%J0L./EH:2+*E8H@J&*>-AH"`D)?W&!8ZN8GY M^0`#3)'O8SY_)AU(J5-9>\N2&,.$NETU(UN7M,_.)C#XIG$M&^_CDG>1UAR1.:&=RM+;;"E.*?*NVS3;E;KTW/M0DY978>, M,D6Z_6AA3+#-.",+>1&0HIQL<$_)&J3Z;*7B&&LK5CSN(3XJP$)7>RQVQ-?I M6P`?%.!;)J\#*Q%NA'QT-RT;:HS"6G03PS(NSPQ"UL%#/CH,#,'6AT=UMSR/ MLDS:QODLU-.5OX_]^3-@@:=$!>G00E5R!+ND^B!CGNP^@'ACP\,8QC&, M>']C'(T^N!@;2Y5>JJW^C^.["ZMA8*DQ_OD-XUDN.&AZS+`R=O$>&4U-BP33 M;%;CGC<--)6T*EQU*\>FEA.*S&S,ZGRI,U6(22.-A)(\@%I,C(5I;KE>-DAL MJ%D2H3+Q!;Z8M\UEQ3"5NNK0WG"5+7G&59C2I3,6U-Q$K#/D&",RT<;&NE1[ M^13QFSAG!EOA$X2K(Y;*7)KYM2XABK9&GZNV MVS)3!$FDN>L#]V195`3,9$"AQ@8,.%');9,*;G&W"#\O>P3X2[<^*3_4H^8B M:Q`1EA."DIL"*"$DSHX%F-`(+880VZH0$=I@<<=.4^5.$-,HSC'BEMO&<(25 M<7`%:'Q(_/_P!IRVQ4RK'\M7K@'@T2(**849!= M3-%EO@8>9UC:V"CJNSAQ\GP,F5QJ,J)<8I3:\VIZZ.?[>[V'\CH\%];_`*/; M<_\`PW>LO^>OVVYIQT]V]'X*?VSN[_A;U?\`[EPG)+7#)G%\N_\`1J=Q/\$1 M_P#]^(?B,VN?C+8[R-'`HX\PJ9WZNL0.[SPG.RNVWSI2B[$I$ M?7BYDR9KH\P.,#/[*.6&Y7%Z\8'=9&<2RA'!' M,%-J5A3.%.82G))R:BMN?#S\=M.ZP["VG4^L==I]_J'76[V:%-`M&PX?$3/@ MZP#)8*?'L15><9(B\581MK)\9'/"X&85E@-X(/V-N6>WC3)SK#&V:P_&/TE$ MJE:.LKDGI'K5B4K2@XF5!EJ[(URL(E,,EJG6RZML'1T0>1,K/30MMR)2+&0$=)@.2,M2SB*\P>J8EC_M MD00?AL4=$U-H:'90EQEWTVCA8J`NR^O;A:=Z%Q5KJ_4YNTA7:'U3MBTWV`JM"O-IS*QA*D*ARYW)F!2AW"V6$/U>I.;+G7861M MH;=?P&4*T5'ZT\%EBE*>6\Q$SK;K#\RY411)].R3SC2OJXQ'>HGWD M75-KJ,N-.-X<<9RXVM&'6O+AUK*TY3AQO*T.(PXC.?''BE6/''UQGA6L35FL M;A`R^SK!:JOP4LEB M6K$"*Z\T5C+#[ZX^GUF(9Y:7;6UJ36Z%N./*Q2Z]G+KJ<)6YYHT=6%YQ@&.Q MX*QGQQG#7AG'AG"W/VQ<:C)?\FEU4;()8=)8?4"6EE\+#2C&7 MPHEM?AEO"V'D97C'BVO'YN0PGT=2+I"/[#V#;(N5J+M@U^^>](R,%"4L2WG3 M<_;)YFPWZ&C]NFF8V-2:NQ&Q99I#-74X)G"_69;4U$UPD,XVLHRVWEM7F;RA M&6U87ZF%(\N/*K#F5*ROQ3^KXY\?R^/"HWW("F2U;>@UPI-CPNNG.?8!(T^9 M>F5#)P2F,^RQ=EIYLTR:IG#;H:9(3!;2E-+7E"U)42+*#D&;XHURY4$^-O) M62VF(]PDB280T$OVS(RU%9-)*:*4,1&RQT,23EYZ+I=`9?;+,`D)=!6?Q.@H MB2.%EL.%J*?:SY7,PT6PM:',LK?3YFA"KJM(I!M;G11"IH,EV+-PP17%`IGT M.I86M"8=4GC,?B0=4GR->ME+?F5CQ4G]=@-,?:S59&.K5'IFQZ=*P=?V!W&Z M,4:?J#30U,@BX.R;'U?6+K98N/I]PVF76"KL183QI@=VQUI"R6UCNEG^=XFS M5B8P]V1:/B`^/OWGO2=(&R:_OXMG4-+;1VU*1KLV!8HBU1Y[\2==WXP@F.GH M``L=QQI3C!8`9*%8*"#?'6O;&;9?C&$XPG'CX8QC&/'.59\,8\,>.?KR-/W@8QG3/AG/`XHR'B80;V<-%QT0)CT<8%C`A@!L M>V$&CQ_V`5IIK]S@!LL(^GYC+2$8\$I3C`5'@.`X#@.`X#@.`X#@.`X#@.`X M#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X'C#U6V!_/Q=SWG!XMQ[/R*=>Q MI`AY=:P0(,OK=JTF"P=@I2",-%SXB<1R)5:6G3D*5!-/2S3JAZQ.KT#'&2\Y/3D@)$PT-$QP[A\.#'1P(K2 MG7GWG$---IRI2L8QG/`TTZ0^1^'[)=A[3>B'MPZZZ?:ZFAZ1HB93HC>,76NQ MUHF68:)EM_W+9A5%CJ]':J5F&C_64O`0^&R5#YT3!QE8@+778')?X=A;Y,@P"2B;&7Y8],="NN MY:)L99CA'K23I#KSHJL#/E+==SC+ZWUJ$)(NGTJ-ESXKQC[))>.6U90K"?:. M^;/F]8;"4^'Y;$N+&'5D(M6&71EY;1GP4WG.,8SP9PTP!?%!7M60L?JN&^7[Y" M=<0-5JR`H*A-=C=4P359J:8.TB1N!(TC7(\D-"`C1B'V%J5A'IQ9^?-GUW%C MVV.W2Y5ZR_&NQ,W)JRN_,O\`(-#SX,<3716`NQ>FA'8^%L);9!H+`J=9-I;/ ME\93E!*FU.H>:&6SA"1VV^+.WK+[#^.V6 MQ2A1S,.9UBZD4$XHGQ0TK"TJQ*!(2O.<.JD%G;UE'I7QBZ,P;,3#?S*_(#%R MMD>C$VFP"]V=;Q\U/*;@K6)'BF$L4H:/'0I&2'QQV16V6&!ST,--^\,4S M+V6%C./X1C.,8:6=O656:^.O7K@3,>CYG>_3R&'8D$W*>X&L7W"5,FZ_&S&K M]>EDY$S(R#"6DI;\K^%2P;.%*0RRV\L[>LK:8^,6L1T,R%$?-W\A$1#-A#/Q MS#':O4;L4,!^'#7`%#>ZHKSBXIR/0R7E/K90^&@K.59]TIYM?0[?_:5WX^/( M`$@Q*/FZ^0H>/9[K;&0W`0%/-J=RTG#)D>X1C M",MX:96=O67&%\=($/V4TK]L]4XRAG8;'"!URIL->3 M#TX';3GR)'F@&/*MI&$F+.WK*^E=$YXME4A_/0=ZG\!1HBW"FMQ]>6(UEMB( M1[*0,'C-2!"K'?3%#OO*6K'NF<&*4OU2_*!#\DC M,MHW#H92L)R9=V5NBD)U.EO[ND5TQMQQ#>&<&1>74,-I$98$6O;UE\I^/6[% MDQ4:=\QG>" M49=X\IG,PSK5DABR(BVR6LRV$H):E8L@E"6VQQ@X\E=96P'T-K.)))PWS,]Y MG#9=0B1$,]GM,OI6TB0JV"6X85_7Y;+:C,RCC"4H0X.VN2C?!K/LAD/"NLJ0 MUT(C&\QS*?G`[[8,7DS^D5I.]C#UUW*F02->D(?CU2BQ#'6_!Q"P3_: MKSELCU5BNLKE@?C=HHEUU].WKY2^ZFY(O7&UM?[/&UYMCL1K2QU.>L6K+_9+ ME6@;+%"TF+<*;'DJZPR_Z.1W%.P9;F/(XX[[=9VQO+<&C85!=,3'-7BH.2"B MD@I!19859BC5FC1B`TBI-R_DI?G68QV&&GUKE#=4QK"CF735B MH1J#C*KNB#L<01/6.'S*#:ZVA)Q\"_+:MOU=PZ*_*-XC98/[5(B&B.DJ<<%9 M$3*-ZUVEW=9H*8HB=4ZGC>SN3=A.TZJ1VXIFYZ4L]'UK*5FOSNS'MGQVMX>? MB()VTSRXA4<[!?=`Y(=QI;;F$>==2]-4P*[%2QW5B([(P&HK>1-3-)K-O$TM M82&:O>O?3Q48*_37B'PSX\&R,NG+:'R5@<)TA+>"2`V%N$L1;PMV*#OP+<*= M9W;5DQ6Y+6-Q(LE9M,=88FS0FR*1?*YA]V2K,[&+PL:OV6`/BR8:6@Y=B/,# MD%I<2^[EO`A`M6'.UG69D$F3?W]J`8`.SNTPHHK8-7%;8M#5?Q;E0SF2))O. M"U4_.)E'T\KD,I)Z,J$4E[(N'=E>S'7N#U/&;WEMSZX!TU,O@#1>S'[9$8II MI,E(JB6!VIM)*@_78D&G6R495A0>1W\D8:2P]E`N,]%18[`Z3*LJZ>+L^FDV M)NZ0^N%1X\R,\G]($_32-AP](2:TI4>NV'T<;[JB/P[DKV3K+N4820QEP7#" M7L!V_P"PNK-[;VUIK_6VM]EQ&INM^M.R,/76C+5';4ML'9KY<*?=*G7@4N$5 MBQ6F%C];R1L6PHF+^YE28(2O12T^8Y4F9MF1%[ZIQ]\S0BS8B%D@-+1F[[(F M7L,<#(UFL2\DY'"N3=?(PW,U^/']B6M\V8:BF5Y9\@F"U,R.(^+>+'SKMW/` MVG9NWHU\-H55I&@NP<'JS7EN'DC(URYUBTZ>U-L6%:BG9 M^--A\AEO,RR":^UB1\HRG5HCW62EI2P^RXX6X8FV[L]N%SOL=TRU]`:T2`CJ M&OLDS=+AFPD'A3+VQ9;5@-?=B*[++2;$)ER095]PK,.ZL8)\(3);A;AD/=&; MGNKHJ^DN]^L+A&R-0W;8=::1[%4J]RNI-@:@.VK4I(8K9,._71FV=86>1+@6 MKQ6[:JX0RXI:V`Y%E^7'CI`4.42Z(@1.^:YZ5WDT#-:_$N]ZV!1=:E.ZD)WV M;7S[S`V7(.FUW.0I<3=A;'6UEUFUB$RK`@I7V(J5''DY`<1I\G!(3YZ&1 M3.S]?/W)G7K=MAL78B,9EF:RX3Z$JX(^(Y(-(2.\EO/O\QK2BLB>/NTB)R^I MO#7Y_"WHOS@.!X]=%M^K\Z'>'.'Y!#P_R!:;=86&5(C8#;7U?U`T=8\K13++,+]S9'PR8WPKD;>"^M_T>VY_^&[UE_SU^VW- M..GNWT?!E"E"Q'<:><<8R),[HHX(S:%+R0V[":NA/=*?3E&&TMN?GY5*S MGP5XXQ]/&2WPR93?-',%0?Q@=NC1$L*=>HUEP)JDI2MO.' MDAR3F6\^/@ES"F[=;Y^&JM5K46=.6*RV* M3"A8&!AHP=PN1EIB7D7A@(V-`%:4X\^\XAMM"/`T+:M[IO_+Q#]P+ MUUCH5+WUU3ZR$2.M]+:>O\HNE5_N_P!B842/M8UKV/8YF'-;J>A:V>$P'!1# MX)3%AR8Y(2_II;8`%N3-]T]&(/8KYB_F$ZS'5ZNWSI%T0F-N7F?%KU!ZMZT[ M7V_;'9JU33(FJ9"8@HS7VOJI.J4^)&V*5*4>4H&/'8D(U*UJ?;%9L`N6Y7KT MNYT"0T/M3=-.;T#N_N(&S'=@="U:2'M>LQ][1E!E+2[9*^TW:B' ME"HW[T-)##)<.\'FW)+@C#'66RWD:.`X$):.)CCXR_R<<\R_@_:EOR:MD`(' M&)&.Q&PI2%N!U^(5)K2J,Q^ZG3)UQW'AA,D\TEMD<)#O+)[].LS47A.9!<+( M>SPLI@)&7TCK4CS%DL$,C)^GU7E.,I_+A2,^"TASPTS&*CHUER5`48D$)HAI M4BTZ0DGTHUIQMWUI*2)R]Z\D.G/G(?7E9#>,N+4XE2@QWV]!T^Q9GYJ:K53G M"HVU:#%@)V9@J],OLM';4I.+CQX49EA^%=K\82J-F,P4C`R;HS,*.RQ@68 M=E8ST!V6$`*!0,*R%"MFN=>DRY+1VLJ+X&]LZI#>)5*!*5)Q!58$LAJ$)LL' M85J$+F[#*E/XALQ0BWS#7G%YR1)^]J5]W[L"I0A`5(D0JI51GHSN;4<-OBP0 M$;D.-CK>/!K=,=>UQ$C2*W5A#(8R[$3:$$X$]M*L%,!V.,B_W5B(H5)<<,'9 MIE1<=QVCEPIEA5+#+4F,5$/B""//Q=U'>RQFO"Q[*7)`Z:%8"::%Q$!#M#1, M4,$=%5"A29%,-728ATNP]T9Q3<6-$LMBB6P:5];[M3WBXB'1%2$N2^1&M MU(-I;Y>7W#V2Y%J?J?W2%(4ZCG6G5#V*I7!,@]GM@X\H1F7) M*KHDGXX0HNYQ[N`WCIXI\$%49$B!M(RX0"T"PP.R`.PT,R&$$Z6U7JEJ(J:B M=;:]-+F.Q6X5YD2Z-KMDAW.8K#>4R:4IYU]1!^ M9*I4?U5\B!K35ET%@2G4Y;)N]MBQL@8#`0GIH'BX#8X(C,CQZW\2["'L M?<421V3?!WU/>_NM$7[+BK.GM7I+UF-C5FO6&(^\[J;'$=H5<=R+%@S%BAHL M-8'8S"U^#KYB&`9*89'RH#W.1'B_(_P"#QWO:F"7H;65$ M9&U(7G7M86:W#R[KYY-8DV36E_9PI-E4AF17+JR]F2B@WO";()4@D5EQM67V MFU8BU"(M;4G4[55T_$QVM]<#$356W,NLQD75ZM@K(4%*1:(DJ"'?2+8T`!1X MD>TVY$'QH(OB(TTD9CV+8X7+0Z33G+-HM)M+JY7GU'M'P-(JE:<)S)%2U9&, M"?:CWJ]%"_<4M"RLY-54PP23#4^G MC:\J;L;3:C&6(GKO('@I$B*IEYLL.NT%AMQHRK5JASK^`G`(YM+T2_`C82,Q MZ8["VQ,B18C!:ZJ#K=[729$JG4V<$3URLSJY`JOU,"/+&?C<`DL/$.1ZZ:$@ MB'(=$<==@GL)$6M*W%,Y<:=&%,O*<_DJHU8E2FEJ(KD&^I;#A;K*\O1@KF5, MNR!)I[C2LJ\4J?>>>SCZK6I7BK)5Q\#$Z3VH"-ZV`N243[TD)+O'R%[([Q![4V39J[-6.3 MO^L-*%R]C":HVQK3.,62TV"U;`1;'YW9T6S,-NO1T7C!K%B)2=*I09QOL<_?E*.$CO8I1'B--X*,5Z130UMC9&Z2 MG]9$=.9.N7'6%0[.Z^TW.ZUM.LY^=DQ=170';LUKVV;KD(:/J-?BQX2Q,7FB MDFUAV/BHEDO&2`L,MB(RV+4JJW9&W=$6UI^2U=';$U^BX#UN)O1LY:092.K< MHF2M;<\F;CXJGR<";+15@MV4!8]I(EE,9D!UEYD7WTLGQ91;>>M%;VO;-A[: MT'LX2CW.UT>\UV[4V4KYMGTI>MK3%"_!^N-P;'UVF2J$M-3-:@'/9Y.!-#;M M57(0RZZ]@:*+"J5K&;%J$ZRV.[;0:4!LOJ_LW8M0.ZDR=O@;X%:+896Y[JY7 MWZ;M^5UK'U-O6]?KS]RL$J]7W3Q(IT&*(20R>(^I'V(,E>EKH@>B?9;7F\)_ M?5!O>CIHZW;Q[`VN>U)LP&_S&L0-;[VEJJ_(356Q`8A3' MG`3Y(RV_$!1,RL[9B;C=,M#ZVV&,[PV3:$U"PR:81I[5T_/^G2B(JLV+L761 MK92V-C4].BMM[#]CM MOWF\3U-B-37[0NH]44N0K!$XWNW6M[TKLR?WE1]O0!LA$$4I9D=M.=&6N%+9 M,`+'@A%EJ(9()CL"8N6)NTNK_8CL!O-$[+=E=4`[ZI>CM3ZXFZQ20-J%:EM. MX--[O+[$!25[K<1$Q3T-K#8<%`5X.W5DBQRK\2FRL)21CR1R+(2IF>JP.Q/2 MGL/";%O-G%IE9W3([ZVYL_:]IAJ;G9-'@H2`O'6W2?6VU44B\`0=FA(W.P'Z M^-DXN-L&4./HD`6T$M0\&6(ID_>> ML^^FOD!'[E:QFM1$US/4:6ZVR-*V`5=&)IZ85<+#LZ`L\/)5N)=CX>-;N(T. M!)L$HDW2XT@A\903X:69,5-WT1#1OC=M=2[0ZS[(3]^I>P[`#3^R9N[923JH MU8(V-N#>TYJ`NLV6IU.*B)"`I$9J6O:>#A$7& M58)47&JCDO-HD6&!`0IDD%A9''=,G7/IA=-$;>N5C/O]"V+KYNS7^PZBL-PU MR_.=H:?&[CM3-_V=0[)O:5L13=AI*K6/AF.2B)9DLQ#88Q1CN8YA3@B*;#N1 MHX'CDTFY9&?GI[?LQA!#L/+]_P#7[4F(U&3SKX6(;J/J61(+!*#H\T*8.:.M MIN1PRY(M`#(;>DB*JVX$;-W1B9_*'L;Y&W@?AYMUGXG]C;22#&I'D.UFE]B/ M0^!WPB30VE2B'%.+:4UAL=.G'2^KT/_"!_ M>[[0_P"'R/\`]RZDV[F4*7YJE3&/!*TMYQDK:U"&POS* M;=QE+>7O-E/AC*L8\,93G/FPC->?BVGOVO;U!R% M9N-,MD4'.5RR0$HPH:0BI>*/:>$,#)97G&4K3GPSX9QX*QC.`\XW3WHUL3X> M*]VMZ@Z8W)$T?7_9!N+O73SM;M"@&66E:HWA*@SD5+:BW%$KGA(!YQQP%HRM M%(+88*$]1DQA9K+2IBYL1^.&B,NK'PO_`"T]4'K[6Y M9CI\YL_:^RK&7)U^1E"+1M*^6\FV346V2N0(8B\>SBFG1&FV!16Y)W[8N#MY M7<2VZ:#F+GNNWZ5H%YN4CO:V]-49(WMV6KE4@:?H2^=B55*5HLY3J1$%QQQE MAOE1;DRR)$F">%`KN370"B5&.O1S98Q]FT3D:.`X&.W6L9L2JWAE!+)*OTN[ M#=>4TI7F8(?E&GW@267Y8\X4R/<:.'F#(`!U"OUR7`AU8SA3+>4AW8R#A81&6X:'B MXAO+`HV6XR/$`1D8)"VPA\I%9:3E@1MQ26D?K6\*SA.,8SP.X0((7Z&2A1R< MBD-EC9(9;>]L6UA26BF/42KT2&L+5A*T^"DXSGPS]>!P#Q46*HU8L:`,N2/3 M*R*APQV5'RB&A&$21JFVTY*/0R`PC#SGF&?+G\N/''TX'2^UQGD9;^W`>F.>[*#H]H/Y&),A\@E^193Z?@T> M\26ZXMY/@XI;JU9SG*LYR'.R*,,HA8X[#"RW\E%K99;:443EIIC)!"D)3E]_ M+`[:/.KQ5Y$)QX^&,>`?CH@K[PI#XP[Q`3CCH3[K+;CPCKK+@SK@KJTY6.XZ M.\MM649QE2%93GZ9SC@<+47&,-M-,1P++3)I,DRVT(.VVU(FO$DF'M(0WA+9 MI9!KSCKN/!;BWEJ5G.5*SD.RVPRSEW+++367W4\<<3EME*$9?,-(<>=7X> M9QUQ2U9RI69*'%-)RK&/IG*<> M/Y,<#IIBHQ"X]Q,<`ER);<:BUI#'PN-:>:2P\U'JPWC(;;K",(4EORX4C&,9 M^G`YQA!0FU,AC#B,K?**4T,RVPVHHXIXXXE2&DH3E\PTAQYU?AYG'5J6K.5* MSG(,B"*+;/4*.HYH=T1HS++>2VQ"'&7GQ6R,I]9`[SPS:UHQG"5*;3G./%./ M`.LQ$1(N(_`L7'#8B1G`XK#`0S.(P-U+*'18_P!-I/LAG4#MX4AORI5AM.,X M_-QX!W76FGVG6'VFWF'FUM/,NH2XTZTXG*'&G6UXRAQMQ&1!52Q)(]AP841 M+)A&4$'2)(3=781BMP43`C%R,@S$@C@H.ER\G29GH(PE11Q/D:0LA]?BI6&T M-LH\?*VA#>$H256>!9DM;A`XA4XR4&-$8(4SF4/&EW,*P&1(M'X%C!@4E'K? M5'X;!RA>$'K?1EC+GF92^%)Q=I(!F/G9J%.9J4NQ&8:-:B#\3D"9(EH$859( M$9R5*%B7_<-K=*3X)C$>*S$MM)>=8"2>`X#@.`X#@.`X#@.`X#@.`X#@.`X# M@81PVEQ87?MUV2L7YU>N*[JVO,0I**O`0Y$ MW9DV,B;AK=<1)68J+=6-L!\A7I>M3D;&L+3;:V*3[9$6XX(2`0TMQ+C@BAR" M@[#T)>#X.D8A*M'1K6N&27SX27PVS;9>P5XJ&'#A:G,,M@UAFNW*OKD%.'I( M8:R\L4=YI#*C6F0NZE04T7?K;LLE2HZ`M]VXA<^N3F[I5K;-4N<& MH43BTG,3L-HFQNJ67(6>;:>,+@12BU0P`#8V,,!*6P.L8K.URQO&I"7JRR,E MV'O[,+.;%K^OZ793(J9L4%7Y*4T8G7HMB_#MM''L4DQ6DNDLG3>"9H)E<@J4 MRHI%[]R8]7)#N(1R/%Q%QM7;C1M]M)W7?= M4V:3;V$//'#ZQI-QE)E6MY.'.A*&U8S40QUF-BR+":/"NH@'WOMT3&RX^5*' M:8/F'3QBQ>CJ5VNDHM+*K'OD>M2E2V6Y642TE,@6&"OJ]8M,5'[X^!L,/8+M M51+C%(`9EBW'E'DNK*=:+^TEC5,6^Y%MW1C]GLQY&W@%C/Z#V[?X4]7_YNVW^:U+:AR-'`M&_4.H;1I5HUW?X$.STNYPA]>LL"?EY`\E$R3"AR6/7%= M',#?2E7G9('<:(&>2EUIQ#B$KP&H7K9\>]IT%.7'JMM0G:/9+IA9+3(7GK_= M+-NR^&W[3BHZ)3)/:YWJ8U=*K(7L=RUS.@(,%*U*SF-*_P`!P'`@CKX&4!5+0*61)/*;V7>LL,R)KA>`!5RWJ#QT M>W]ZE1(^*$;5X,#"L10K2/HV`-C/@HD)AGR5!P4T8@K(*Q(F2)0;C`V=25C!N%!YR/E/G_`&7&6OI^=^;X\*QYRQ+P$#(E1EQN)=)HQ=Q>%RJ&=;8<%;$8;1XL"9216;'<[/&#[0K]3."D6%65__:F4_L&"HVL-YLY%F[*0#%B>$9I!>G2*^$&+)"%QC<[' M01\F6D]%C<+-^\NMN,)]!,=&-^DI#@C[GO7BR;NCN>[VF$K^ZUU^VS%7F8LS M0P43-.8?<`#3;KK'P9\/$Y+KEEB,2,\.^Z(^V%')/Q[UG."QG5C$B!,$A;)5 M\G<<9&RS[9]375QHW#$G5LNQA$Q7HV0PEEI^MR*XM1+I7G_UT;D/4\WG;PAK M*4I*^_7L29#:C;,C(82/?:*N$^Y-3R00P'X6@.R@<:\A`^"(HA_).7#=/B27V7,[1U=!BO(!0.KUL<;!KWN7`F?_W**?EAF",=AJ\+6P)A49[L3#+41A1;>< M/9-'./<;)4RA3"G6"1@N<=4Q@"M>H5-/.*W#:TD+\EJ87]H_$%X]F*4E4H0\ MY###88;:R0K,4M"&E,L--Y';;"UM;7&6E0(MU=P+LN97>FUZRY(DL0##1T-6 MB=@,B0<8@=@`3(%>37F6,*!2^9E8:_#--U'D5S M%*I\NY(JEW)6KU^17++S&J7*+.B1"52*E0R&XC*C5.^KG(J4C>*OV+&$>7'" MKHX$)==,D9TW3LEJ(67_`-D/NE%^_P#>9)Q:IS!'O?NQ1DO@W#WCZV#%^[P[ MYL/I0[YT))";>%63LE(2J%;4R3L8Q'9@C\'O3*`'(EL+T<^[5(HDS(^/4'AC MS>IZSS2/+X^*L<"#+XC;42U:I.!D07!3Y<6:J%;E2H8:O04-1`GB)"=L-L,C MY$2&@)_VX"V8L(;+[6&,/9);64;D4F*X*:H>+#;*&!M1[UKB6YV4E'(ZYDS\ MF3,5J8+.<$DDC/UB,E'7ZD.P.G!K3#3"1$8*<8QPJJ\!P'`T;E)1[TT+#13!5?G)2Q2DB5,[8N+1 MC#DQ<<1.9#%;CH&NOXS&BN@1X_@ZEP)K+`@:!<$A6I[VY5188:YYB&TN,M"QY,XN'; M3B,O3,>\S3KHYQY>[VC\CH\!D9D;^9$NV?(1[;]*FK_V/UFO<>7^3IM_Z>M[ M?TO'S_J^G^3Z>'ZO-:N'Z^[T)?!!-XLNM>T]BQEI6)[2=T] M'D."/K%+;8-WSJ\9UP4IOP<&)0V[G+;B?SD+QC./KCB,UY^+9CR-'`D_%!+9C\/','LO9QG*7QBIH9S' MZR2,^J\!*5E=0Q7)]YQ2T-LPDJZXMI_`KB$-@OK4ILE4G")'6E./'#F31,(S M]?6:\/.D(LLFHJ=MNJ1;=DD+ZR+)4,:N+16=GWRJLO1,B?5[(ZZ4/4[JY%2< MJLVM#-Y.>=D'U@NEA^Y>".,;)),6Y7=#T]X)P!RQ[?RP]!MU]U;>\]PCDJ!; M@+G77/<1D>X,*=O&E*JDO)N+#M?#V7?5P MG]-&U_:I_P!?)*P8;0%^,?9H8P;)J;PC#>$^S98%\/;,--)%(]FNH>HYY%W] M^=M7)6Q*M6Z9:Y-G=.TVI>4KM2Q7/L,<3*8MF32Q@W*ZI>6WUO-/*EYKU$+Q M.S+H5ULU6L.4`6WL/(TS!-UR12G=>Z6EO1;5;EJFA++C.P&U@'8AILC' MNQ\M%X*RV7ASW3++S8J'37U=TXZ5-ED15M*79+0%<9YLG:&SWQYB>C35R4<3 M*CN6]34FU'&Y1D9HC#K8[`XPK6$"!B,,"H=!74[3SLU-3I6-EG$S[-2&DA3M MV[D,C7A:2[0GX,5<>_>EC/C>KK>.R2V]AQ!F'I+#V%XF9?!PJ%0B=27:H"34 M+2=A-)@#1T#1F-A9VMLNS!-BPHPDYQSR_;S.'WW5CH"=)&6VRXM3R% M%."MG*1J[81&+DM5[I/KW2U5^QF*_1)$Y:#:K9+S`0*4NSKS\R0_`PL`.LV4 MF--JKM`<;8! MD!-LIFL11_V&:]6.]TF*SB2%1D13;$DB9%.2]ZIOM\C4!&7BJ1[PUHIUU!>: MHLA*LL6"FCQ)(B$CV"YRN8R,*GXY3^50ZXB2'84GT#&B_4,<%.^'KG8HDW>) M)=THAX5QO,1<$`%ZK$;S*263#FS&#O;*&%= MC18D*?+ZANSOAI'C59O7\H[6(@@_9[ZZ[!R;%6D&\ MB@>WC4J/;RX&^W@]F2%.N9UMK-A'=>M-EO?W60MCM\D\4J[VV@UUBUDP[T40 M77*]7YMEFOL(1 M>B3J^ZV1"N&;;VR:B.*:>IKONAFB[L\V@AUNB!,/*\/V<1^0'<\[$M*MF"H6 MV]U8U8\-%C8-VHQB'F'+`(\+N[;XQ.9M^LKJIDN\^U=4K=E)`)YTH@G/[H?E MGWI%:\G/.D+%+AQH&B-KEUBR>SX]4W(24N=F-W/MH#QE);-\R9(,X%N;>&2, MXV&8EKP_-80%%):PA,-%8#%*['ZNJ5=D";&-BQ'2`[-C>!^]VZRSXL,NP.J+ ME55P&7)2*W5^*LDOYSEU87*O.<(7G&?#.$JSC./U,X MQGZ_K5_D_P!#/^AP("ZM*<7H#6F7T?A.#VC8X0ILW"?:^7!:'V7$DX3[%CP\^%>'HH_TB M?`.<2+C`&5#@QP(8ZTJ0M@00<=E2%NOOK2IIEM"%)6\2XO.,X\,J<5G\JL^( M/C]>!V>`X#@ M.`X#@.`X#@.`X#@.!XR.E8Y2OFK[J96FT(%*^479#P+L8W&W M]_A"Z^?YBW5GDG-OAXLXOET_H^-[?[9Z3_S@=5<1FO/Q;).1I'=^H1MX3%8! MV)L'7ZHU9'KNT.2A`5RS!#\>3[:23.5^P,*2T]&(PAQE#+Z6G'F\+\CSF,A& M3VA;@MA@9GLQO9A*(QX`DGW>O'3RB'UE95+>LY0,BC2"&IN3PC#;*6&U.AJ2 MWC$6$ELE/C/7N?=4HHCLCV&S)*RIS!`MDIH<>V2E\\P9YN$117(S+8QSXKF6 M%H6P\W'MCNH6(0>.8*4H?K%,#YRG'9_M"ZSA6<,-/WNJO*8&2S'"C"^Y:RAT"-6&*ZRJ.-!6G!&"?Y3'8'/CCS M.CYDM;>U==5F:6XO#6-:X4PA;UC+5Z;:D(1A`:$82W'B(;%.QG1=H;):?$[& M;S991)MGJ%?D*&>W[8=J.P)%H691'',AMOP$4O,H>IX4E6A MT>*U_`_8HL@V0R]('R\I,ROLES<],2;V7Y":G2@`H]@^7-<\,NO^DA3GEQX_ MDX5=!XB)`$P!QQYELT0@1;PR\-D-()96RIQAS*5X;>;2OQ2K.,^"L8SX9X$7 M!ZVLP`&`1]O7MS*,N+9),%J)#[3N<2ZV,)PFN,LY%%))`4ECR^GEN-PTK&6R M2DND=@;7MG8=0I>W+T0RV:E]([@M1\JPV\CC(`=>_#>25I5$M+;<=PM+BRG< ME8REQ*<8%.SFC61;&6G-GV["U9,6I]@6NLN>H<.MI?IXS$.(0T*\<4Z,CPSA ME61L9\R14X6'5>U]:PO!+JWLE<#6M;&A277-N7YU[VK`[B_&!2VXXV,RT^7@3$1 MD1I\E\J3>SY480A1K*4XPB.`2P2G?+H5A(==>8VE=15Y1C`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` MX86%.J3YE.-/N?11C_B5V7M=V/(SXSVY;\VL[#@S9:6Z\KWMUYPI(B$*#H%ZUN1+KS>-ZWH=U_\`=;(J(F@J;:6V008O M.&':NMXB-^XG8;6RM2D9!;:&RKZ*<62DKP42U`PD/!,$FFLPL5'Q+)DBZA^0 M+:CA&0VR3WVFF&GC7T,X6ZM*$)4O.&,^7.< M9QX^&?IGP\>!C16.OEDIT'&UJL[YV/!P$.$D&+AHZ$UHB/CV?,8ZIL1)=),+ MPU@B8,\OJ/.N8;0%A2UK$6X22ETHU?>&"73B-_['=:2X@K`CL5K=B/9]`\>2 M4TO#-+9(4"XF,''<0I[S>T68G"\+)2XP*=P2D2Q/B,/O"\G8P-]4LKH;A:1G M1OMS)7JL53S>KAE'J8=RGR*,\7?+G'['@+F:JUC5EA:ME61U*&"6",-1M10D M@EQ125-Y<_9!LY:\<)7YL%?)M0E76Q M10MAVV.6RB/5A?C`&DDXBQX]EQQY1L,[EW!Y0#+A?TQA>7B$)\F'_P`P*(+K M:QC-895M[81:,M-,N.%_AA1"DH']HMQMX>OC^D0\P44O*_+GP(4P[C&/;)2H MBEXU9>?'+BM\[$<=R(0SC*XJB(9P40DE[WV1QJL.UE0\@8M33?T;2,VRQG"L M-^=0I^YU3<,>3+>]]G84TOSHRX-1'<9]/RJ&0\W^#T-OH0Y'@91C@IVOT96S#;@R=T;"P,XS[7\X>I+.0-X1HGF0>JN^JF0^UAO(]QC'F]T M4HKP]1*,8%2_3M76,Q!?H;IVA&NDY)4VZ$NEJP(LI^4(RH9DVH&,^49\]H*PPXP[@00E!:45!AUUDA MX`+#Z4K;\[39+:,*WSO.,(RAC#AD+9J^$ZMQ MIL_#KR1'JL9$LY)?G9-U:4#);QDD9"$I;BHA`(I^@:-F06L)5OW>TB3X/8]_ M)6&I./X2ZXR2VG`HE*"A\^V-`$<0I0JEY;9=86I8YAK3XI]DZ-DG\.I9WGO, M'"_62RL6U0;CPK3S(`GI,JD*N=PXV01E62I"0?)%.NUHF= M0I'J]A-]/MI"9$4E4]2VU.NM-2R5R#CC5$1G!I)%@,=<\F$-8S[1"$(;CP4, M"G.C1LLR5DEG?>^$X2II;(KUEJA8K.6)%,FSCTR:4XX2CU116EI?4[AT4=32 M_,DHWW(IP@Z)F@U!8<[`[Z.8#89%]N78ZDK)C+`T2#A1I35):->*<$@AO.]A MQ+JWUE/YSZQI*W!3B)T/8#<&8([%;];R8EWQ6!.4:/6,M[[TM3@6!Z!AH?R/ MV0Q2$^7*4)2&C&,(C@<,"ES#:HEQ'7G$;CVR^AW*W&V392L$MCD+>$(]9O.: MHAQ3:'8P7"6%J4/AM+[?D\AA6'13]`U*:%A#;FV-LR`R(UB+]$ZR1ZG%M-#C M`O%NFL0HYZI,H"/&0HG#J74OH=)1E))93KPIR$:OF7WG"$[?VB,\ZP(VO`QU M8P-ZPV3W'"FQ'JL^.PLTB7*6ZAM*6O*IAM"4-!!H9%.1.K35MF(+VGM,IPG) M^62$SL2"X!@SQR.@1J.@11%)BG1Q'!\O-.KRH7*7E/,E'-%"E.3I0?W([[NS M]SD-C.9](1S81K;/M%LCA.`.OC"CR#[3D8(VQE]Q]1F%X45A[![KQ;@IU9#1 M8\B.:RYM?=XSI\>S'O&Q^Q"@"VT-(KY7U@!SGS-[S[+LN)<;?9<3N*5>]%YE M33PZ\-&`DL/H:,C8U[+3R'6'OMWI.H<'D)EF3%*QCKM&I$4&C;6_DMJR2GU, M;8G,D8&?:;":%P^I"G/*##M)$:>SG)6<8]RXZX>I1:A3J*ZV!/)(25NCL22D MH4L5_&-KR`"L^_;2V80PY$@1[H12_=R:FUL*:R*J67[?TL`0N(L5ZJF/H`9A ML?"MO;Z))8;1^["=F&N.O%-Y0^DY\9(+<8X][\48C+7M\"*R/Z.69.&-?#)EG M8]U>)A+QJVLL^W7O]?7 MU/LP.6ZT$8XQ^W-BD+9^F%?LJ&EJ;_-5^:K\_&/IGZ9Y'1_/_&N33?P&3=D1 M!BX/,V#5ZJ0+]M,SE=@C?BTN%J#EL`Y$_,D&MM2S\IEW#/MU87A.5>V3AW&M M7&_PZO0)_5[?[PV_O\(77S_,6ZL\DYM\/%F?\Q1I`'QX;M=&88(6]:NNL>X@ MA]0Z$"RG9S3<:80A:6W,N$"B%K=:;\,8==0E&5)PKS81FO/Q;-^1I8=ZG[Q` M#"/4K7V+^^]ZJ"1$VR)JSH3B2`/16IR8'6.^*Z"LM65(7EU)#3+?IY;?"LA9]ZLVQ*\^%FF:Q3L()X,U\U8]VA:Q(AEAI]RV$V%/"-!%YE16EL MB.8,0C[@MELCVPJWC1PH55NNWY2>#CK7I)NJ0KB2DR%B%V77+&T*^QYAQ\B1 M;$?'2!P1A@;[B7%I8>0`^"ZMG!+QH4:1,+ZG4,O+8:P^\AIQ3+*G,,I>=2C. M6VE.Y2O#6'%XQC*O#/E\?'PSPK&%W;G8['K99ZCR[B4I(6PEW=FK&77?*@QT M5MU"#'VF'GDN@MN>"W$-O^_QA2VQ0W90F+(N`.E)*("-FH-ZMRKJ74G0SQX$ MID-]E]UC.69"-==%,$)2WAYA?@V[EEQ/JM,N^=I!5M6RRW*&/%#K&MY*Y#OQ MAQ9$HS9:O`@!2#9`@L=%/-RT@B4=67DE3[SS0RVF!!W,IRZ1EH9T.A4+G=)V M4(`LFIK)2!6T.J8EI"PTJ:!>4EH4IEE2("?.,:=6.:EI6<-+;28.2WA:V4,$ MDA?)!3&4*P7$$I@Q915>/KC1,<0+A#[;# MP,_,0N7D&"(>]);3BOW2EMI6$X=]1`4RJ6N^34G@2Q:KDZ9'^T??5+'6RI3+ M>"&5LM-A8#@I$TM3I2U+6VORX;PPC&5J0XKT<$2"2M]L8AP9A))+;#JQQE.X M'20^EM2FF%/Y0YAE+KF,)RO*583X^/AGA47YN^Q,>97Z%K$I*4X7A*;AK_UG M,>)2EM(0NPMM8(](+.$X4M+>72A4Y6E"BW`B8I!@SSI*,&+DX(GI2/QE\X@S&4^5*FVQV'W%KPM#33X42L72XS,J/' MSNIK14!'AR'79>0G:7*!C/)]3(8SK<%89$I2B4BO96I*%)9RL?&7WU-HRO#+.'G&6LNNYQY4^9:4^.?KG&/KP(X_'5H M4EE3>I;QG#KR&UHEEM))K`CF$+4I#Z"<^&6F$N/$7 M]&EO'@#%D1QD2^^WYG8V04&HP1>%92II]8!1H:U8RGQQEMU:!!;VS]GM/89;Z[WDK]WK"60Q< M-8)%2VU+AQ2I-*BK>,2N->92;(-?L6"%`,CY6RV45D1@C!_Y/:DK=76G2M'M MD?8:$WLKMSUEJ4NN-E66+I2`[5LMBOIG(2RU]LT:$M48,>A]EQN2#"4\KV93 MLB&\1$2EA.66.[':=[%6Z.[0U.O[0EZS"=D^IO6+NXW9+F3!24=1=C5\.`T5 M/T3=OX`CU5NT&:ZMRQO6D8AB<<`%L,/*1\..<6X9GNCVNUCK[< MC$W;'[C;!>G1?9'7%GV5H\72X/;OKAL^S5X?5WZ+JC\:^MEY*9D[8!57%[!@FH1 MD7+JG9:*L4(M'HE#OD30F9A7-D6[;6P/BP[!;#W!&1]:V/?NJ'8&YDU.*RIB M.I7*0J539DHB1#:)D6RD$E$>J^W[;S-LLM2;GC[,5Z71;H/ MOOIS3[7H7KIU$`#!KVPZ%NO2DZ1.RV[[%4X"]QTOUS65%Z=U:#"#FZOLRIQ\ M*5(;;E'?=9CA3&@3TMDK))%)WAO;;VI6*M3+/HC4TZYIKLIN^V/3U+2?&6V4 M3NG:M$B*\[KAT]P:`UTP>&J1M4MB2EI-PPD9G.5^L0^4+FQENA[S8*W%"UI&C]'::V2Z#84TJ,A]PS.P=60F MP)"6OLY<7*O/ZQU=*2$H3#`2T1#/+C3X23),0XME,(DMRGWN-G(5;\GL>NDHC3<-_<(LP-F8=:2E;Z'-_2$5ULW[+W#KK"46LR,/TB[,[&VY`P@8QM?CLZWBZB=H"R635\5/ M46*!3(V`&7CQCDRL8[-!AD`*RI(K)\14G"<-E<8O?8*L2"0I&Z5O;.V!NHS6 M\`9D.I4774L>/'[(J3\]2H<*9M^\^VI\,VVZ09M-Y=DM:=4.OUP`A*RI-;E@:E9)3<.RF,6HN)KMC*DK MZ&_4X!R3ETP3IT5DP=@]I#(L^I.Z=,F274W<_8:QT[>L=N:J/72WZ;M@L'52 M:ZYJZ'MVR0):CP-X!!M=;K]_/JNM-C#KL38Q,,40R&*"H(M$@^P0\.I*C(4Z1C2AW_`$O59<;=SE;# MB,K2VO*FTE6U=+3;J^3%CU?6\O>D'8>P:8#/5J$#AG%$A!!8,^]2`YA#3CIN M7R%#LNY8"&><2EU[#(SP=B!M4_+&CC2.N[36QB&%/9D)4ZH$#BN>S$-0,8U# MV62+2\K!GM\Y:;=;P6P\GS9:2T^\%\<"%3]A;3;*6)%:%L)V$D-#HD#;UK^, MC%(4XP.\:I6)HZ42$R^IUS'@(I]8K:5X:]5>&,$2I`FR4E#1DA,0KM']7"L-.NHPEQ15JWBRW>O)#54- M;&;!P]A]1B`;36ZXZ$D88DO*/"Q$ALDD'8'2.+A*\-J,?:P^L8?U2F@H=2N. MU9F:8!M&F_P;$>F?DV=H5Q:< M%/$A!$2YPJ'G[QM)LUQMG2,D1'HDB!VR\7ZE-$NQ;,DIAJ2]BLWR(?*BPR"$ M#Y?^CI`#*W$X>.=C"+^JLG/R\*.;9ZPNH367S6"X14Q'SS37M#'QF3!)6-RE MDL"28:20QEQLR[)96X80Z2\C.&D-X3@=MY>7/42RP0%L5NX[+DYUF/L>GC:Q"N^NE=A1> M:E.('6G!7MEOQ8CXYV1GE@+\ZF_4<;26#G#:\N')C@E;@1'8+IM&-ER08/2Y MEEC&?4PS-M7ZHQ3)F6Q3"$^B#(NH/;0\\H-A.74(SAU1>582V..X<3%(-]PDV")D(V5<"6P4^.A2)&)((!*&,::2^RK&4N>BZG#K;3N% MMH*HURD[U&-Q*J15(6U.%R"0Y5N7M#E8Q$"/^1#CE_LGMDBD%DQ35PK'0Z]]E6YB5"`Z^4DJ*8R0B&FW][H&Q(+] MQ&@@NG1F-9/%1HBW2"2R%(40ZU'C8RVT\6[@-!,4EZ\G=@3T;(/[$H`.OI-B M14W'1\=<1+H.?$/,,EAEO'BQ4/[*2'2_[8T;TG&FS&7?0?)'](ATKYV1/["K MT,$7K?7P6QIIZ40T;$2%R"I`X<,R$<<8*P/-R\3NIJPDQ[.%10RSXV(>UY!?=!5$$F M/)2X2*_D(5"LHP0_[5HF*>^%8[/W[L:A]U3'7FLN@)6=Z/FWA&MRKK0SMA<$ MRX%FC?;F7I$&(#2A.#5I;,EF6UJ2PP24V3%+%)D[M*Q9)%[JD13Y5N1)%&C( M>TKMPY``V&VFY-4BJ"K^&4R!"7%LLY:RXD;TU.^FZI;+15#V1([?!9BDZEJU M"L9;KI>)E=]MTU5`0V%#^V`4$N"JMJ++?:D"D%/I4TVE88KK*%)>>:6@DWHM MJO3O8LN`' MX^.-?D[7$E..R$3''.1HB1B),A(Y;T8$6,/.%Q^M'*/+W>S>6_@J3_VO-_ZF M`IF*B_Y@*1"^V@>R_$<+(^S]F/[7[A_,@3\Q[_V_I^E[S[O^Z_5\//[ MG]E\?/\`G<9RI*<9RG&+:SR-*5*3D-"(:=F M90"*:>4E#3T@4R&RM:GQQDHP\^M#7G4^6VG&/'QSE7T_5X%M#;.UT8T^\'>* ML8T*UZQ+@DW'DI';]FN0\7LL/N>GGV*/6\,^&?34A7AX+1Y@XBMK:T!>>'-O MM2%>&?\`;/MD3L5ES+Z26<(PGQRI1+"<>.7V<+)<.!S M=NH&D$N.;+I*6@\KP4[FQ1N6A\H:,?SZKN",MH\S`*UI\<_GH4UE/CAYG*Q< M*[C8]"4ZEENX5UUQ3K;&,,2HC^,/N'KB\,*6RZM"'DR#3C2T9SA2%M.>;&/3 M7Y2N\%=*C(NLL`V:"*>(6R@=EF4#4Z0LA@,AE([?K>=[+C4BQG'EQGZO(Q^5 M6,<#Z9N-2(R:EBS0+RHX?W9Z&I8%Q88N5E-X)(2E_*FF%*">QA><83GTU>&? MIP*HF6BUH4ZB2CU-H;]5;B3!U(2UEI]_#BEX61G%^.?IY6U9_(G/@'* M@\%S/@@T1><.9:SA!#*LX=2\D=37AA>?V1)"\(RG\N%YPG\OTX'VHL5'AYR1 MT^;'F3YGFT^9/BUCS8\58\<>+R,>/]E:?[..!\LG!$)4L%8S]4Y3GQ_)G@=4B.%;PAS#^ M1"L9;\/R^I^;^7Z<#JO6FM,94EZ?AV\H;0\OS2(F/*TX(X>AQ6? M5\,(6"TI[&?U6_!7Y,XSD.=NP0+K;SS?QSCRX8<\?UBO`.1F:AR&VG6)6.=;?0AQE:#1E8<0XO+:%(\'/SL+< MQE./^>QX?EX'VY+1;0ZRW)(!`J&4'!JP]X8:RDEE6'?%IY_'I^"\^?Q9&<7]/'\UM6?R)SX M!V/6:\?#U6_'&?#./.GQ\?'*?#\OY?,G./\`1QP/W#K6<>.'&\X^GUPM.HWX^/AX>=/CX^.4^'AX_E\V,X_P!''`XW2Q6&G7WB6&F&6UO//..MH;:: M;2E;CCBU*PE#:$+QG.<_3&,X_L\"FKLE>;<2RN9$3SJ0^LEME> M$^KX^1U83V$Y_)GTE_Z17@'._-0PV/$B6C6,8?;%\7CA6_W2Z4H%H?\`/=Q^ MSN&H4RE'Z[+J5Y+:\!2K-J_5EUDW9VX4:E6J2>I]EH1)MB M@HB:431[FB/Q;*J6F1'(9*K]D9BQT&C.)4R2TUA"\91XXR*A#KW47J8T(:(Y MI[78XLA4Q=9R"$,9']W152502-K\IQHQMQVI/3-`C<_:E9R&X4R_G+67"C,O MDJ%U6W1O7;9+NS3;I1Z+;W-GTFK4#9;\UZ,E]XI-;(DIRGPA*GBEIAPHB1L3 MT@$L7VSC9CK92%^LVRX@5$H;V1U$U58=.D]'F[?4XT$@L>%BY:_*KZ(@F3+%D51\.VXP&.VXR*X*)C"M&7TU6ZO9* MO*TNQ1$3/U&;@C:U.UV;''EH:9KLB`]&2,-,`GX('DHR0C5.,D-/X6AYK*DK MPK&<\*MRVZIUG?*W`4^Z4^`M%=JLQ6+!6HV<&3(8@+%2R6"JE8(MEOI=;UW9=,Z\EZ+4):PSE4JI,$)B$@#[ M:_+D6/,.$SAIH(*9?L)*GA6_`567$>#>/3:\A*ACOMCH96[E/PA-#G:9KFLP M&G@M+U\-&L*[+V?3M9CW5L-3FE[,DF-9C)4FND%`+%M`=GBF7LCECL,H;D@I MBI,;,D7NN/7@UC5X5:*DVLQ MWLD9;5ES*D%(P[C.'L>?$6H7EL77&J]NUG-(V=5:G>JDHL4Q59LH@4I#*.$; M0W'%*CB/,.HJ/7)-."KRGSC$+9>:RAU+2\%6Q3^OO7FA0DY7:3J35M9KURAR MJ_9X6%JE>#B;?!$@^R*B+&"R)@6QQJHQI3662TOH2PIQ.,82XYA1*A?HU4U_ M'D#ZI#G`5=%%&/Q&Q/W$>FC.N*14L'K:R9BNMD`+5D+*_;^HRI64>9.T>97T5)6JU0\0U2$5_)`OLHD&!:0V$`P"<\.L+VZ M6UB$886/EMQ+6<$J,M%7H5=TUI^LA4;7$9K[7=2AV'C0*Q6$05>A@!Y)X^9> M*8CPLCCLLF.J))RO"?!7[(OQ\/'/!%:+Q3#=:RT7@ M50KGG0\K'E)P]&]1([F$9;?RC MU/-AE>'$YPK\F<*Q_9QP.?)P2?'.3!<83YLJSDAG'EPA)"E^/BOZ>5(CN<_V M,-+_`-+GP"G25EKT.E"I:=B(W#CF&6O>R(@V77LD-B)9:2ZZE3KRBWD-80G& M59<5A.,>.?#@6V[M76K(R#%WJK>T=:4\T4W-`NC.LIC"9GUFGVGEM.-+B15$ MI4G.<+84VM/BEUO*P[3>R-?NY=PBZ5CQ8?>&>\TU'MX;?'R;A]M65OIQYF?M MI65?J)P*]G/T:;_'%8PZ.2@)]K,P%AUHQPD`)(JFLN^?!'O9 M)EC*/#S)?5EO.,+0M*0ZZ]OZM;8P4O8%22/D59V'LS8/I^R;CRI51?FP]G'M MOMH:W\+_`%JFLH5C.<.MY6+O=6:<0^H9:7)D)'E?064$MM65. MX3C+9(!&%9\?!.!7U9\$LNY0+<36W-8O*;0W>ZPI;WM?2;^ZC)=<4:]"CB(0 MTI>'%.DDV()I",8\RGG\-XQYTK2D6_7=N:O908ZY?ZGAH`+[B6\F;`6RR%D4 MP[!.74/*;4TH(!Q[&4YSXM90O'YKK65A^[`8;]ND M<\M3^5Y?QC#2!8HIS*L_3"!G59^C:\X#NM3$0^ZL=F5CGGV\K2XRT<,XZA39 MKL&E+ME;2EY+2VEYG(SR+;?" M"D67<+P3Y<-/`20SR%9SY5-$M*QG.'494'>Q8J_EG!.)V&R/G)&,$8DPLLYR M'B0R7C#N'_)XBXB2LN?7\S`SOF\/37X!3F[S2GC7(YNVUI1[9^(I06)R-P5F M2R;F-]BAC).''"ON>,B^1.,J]RE3/AZB5)P%):SCT@'916,2PB MU*CF(Q,TZ:TA#BE/C)AWF2_,C"L9&)'=QXH(84X+=9&XM7N*2EN\UYS"E.H] M1!R5LXRP60"1E;Z<990@8D`M+JLJPEO$>:I6<)"+RR+=-G>.HR$M98V#6W5/ MCY*9:0=C)#K>$5_.&T#>7W"BG'K7&CH8\OK+,-:&2C)"\-\)]-/-IRM> MR*BAO"%.X=5,"X96SAMQ]+[3V5>DZ.Z/AIUMQ..HBULM#;#J[SY#C++(R))K);C[[M9&9&2)^^?=+-N46-Z7D]3W9S3' MAZV?)@7#X5O73J6?<_I'J:Q_044E]F58?:<'Q'N2R7V7&:>BTMD-*1E6 M'62Q%H\R31,O"X=M>Y]4-N.-.;"JC:F7GV'5.3`J&FG!2;**5EQY2\,H:%5>1MF+*=5G#0[JTBX?:MQ:O3("12[Q7VY$W)"!Q'#,-O*>$.CXLD5Q* MTI]`QF4DFQ5,N>5W!*'FO+Z@Y"6BNCC>>HU8'RU?8$CWC#!`F!'GB\E-ELUQ MX)(^!V7?6?._&4,V.VGQ>8\,R(P* M\Z_[G)C,T6*\PZVUEAT0B/KY1:7TJRSD)*"/-Z#S+C@M)_`<#Q:?'F^ZY\T7 M:8AR5D&?6^47N_'#@,$R^?V,6EKP0,LQ&P@LB0!R0FGGP5M1\><[V=RW\%2?^UYO_`%,YR.CP,L_T!DC_`+;PO_D+Y_FM7#_K]_X> MC3X&6@8_JWL2$6.T):(;9E"C[4-EC+9C!T7U8ZZU[(YI&$>D2X`?!%B_FK7A M"AU8\?#PSF3FZ<,DQ_-TP\Y\:^ZB6VUN,PVPNJ=EDE(QE:AH2K]N]$6*>.]- M/BZ]@"&C'WLMMX6ZYAORH2I>4IRC->?BVO\`(TI\C$Q4PTTS+1D?*,L/9(8: MD0AC6F2,COB9?:;);=2V]D4IUKS8QA7IN*3X^"LXR%"8H-$%?42+2JD,2MS# MJR&*Y#LOJ=Q^'O!Q3K8:7%.8_",3]ZVL5 MT%;;M9A7$+"?CI&'?#4E064J%>B9@L5;>?S%#%/-YQY'5I4'.Y1J2ZZM]VGU M9Q]UU\AQYROQ*W7'RC)V0*>6XH3*UNDGVB3?<5G/BMZ1*7G.5$.Y6'XU1:2P MMEUFG55EP9UE\=QJO1#:V'AB8$T=YE:!,*:=8,JL6\A2?#*78T56/!0[64!T M4:RULVTX.WKZCML.MCLNLHJ<"EIUH1FOCBM.-I`PA;8S%2BD-ISC.$(C!,8\ M,#LX0*5'\$TSRN(_"-8\CWN?63]@BO*[[Q,\@OU$^T\%^Z1:I3#GCX^?$D5A M7C[AWS@72:8Z4T2XPX*M+U:A7$K%=%L`+HR\+"5A3# MH5LE65(S^:IJ3+1G'E(>PL.UBF4]+J7TU.M)?0]DE+V(*+PZDC)JY/)"7,"^ M?#V9)U1'G\?-ZZLN>/FSG/`_&J73AVDL,5.LLL)PVE++4#%MM)2T+$`M)2V@ M7",8;"@`&4X\/S6@AT8_-9;PD/QRDTQY+J'JC6'4OMNLOI<@(I:7F7V9H=]I MW"A,X<;>'LDBA:<^.%(/)3GZ/NX4'(JGU)3RB55:N*(4ZI]1"H2,R\I]9KLD MIY3N1?/EU4B0X1E7CXY?6I?Z[.&0ZC6!6<9'5 MAH:`BF&\*$8@Q1QGZ.+\P/PA M4\O^ZS5Z[[GW:S_&6W`V%)\,M-Y M2'RNM5QU#;;D!".-M,."M-KB@5H;&>'0(\.VE3&4H8=%:2VI&/!*FTX3G'AC M&.!3R:'1S M5>.2'O.'YBA45+V"$TNIX?P^T5A_%,C&,)8:P@.7-`H>1RA,TFHY%.&6&:-FMPV1S!'&9H9P4IGV7ID#. M#V61;4A>,IR@\E.<>#[N%!4_PS6_6]Q^'X3W'KY)]?[4!ZWNK[?S^ MOF0SZ_G\?-ZWY_CYOKP&:S7,MBM9K\)EH%EH<)K,4!EL,=A46MA@5'H>4=EE M<(%E"48PE.0V,XQ^Q-^4.9B!@Q7SRA8:*&)E1A@Y0EB.#9?D@P\EY#%/>;92 MX8,+F0?]-MS*DH]=SRXQYU>(?N8.$R[[C,/%Y?\`44[ZV8\3+OJK*<.6[ZGH M^?U%FO+>RKQ\!Q)KE>3E*DP4,E2,MJ1E,6#C*,L_:O1RG.&/%. M6OL(/E\/UOLF/#]I;\H?J:]`)0TVF#ATMLI6AEM,:%A#2'!W1%H:1AGRMI6( M^XUG&/#&6UJ3^3.<<#J9I]25DK*JM7%9.P1@[.82,SDS!A,T:7@K.1?$C!1E MDD7G//X^=T\E2O%3[N5`;IU191AMJJUQI"7F"$H;@XQ"$OBD1)8S^$I%QC#P MQ4""ZVK\J'`F%8SC++>4AT5ZZU\YD?+E%IR\B#.ABY76(161A'XYJ'>%'\P. M?1&>B&$"J0GP2H9"6LX\F,)X'ZYKR@/$D&/4>GNEEL.C%%.5F%622.1BSX?' M(?4%EUYA[%WFO.A6"&&L)#]?IE/*\N2 MJI6BVYX?KVS2$Y\4=K"`Y2 M:93S49:,JE:+;RE]&6R8*+?1E!0DY'E)RAT5:&@AF\+2I1:U)5A#>/-A2Y!_ M.<9_+E]S/_-J\0YO9!>;"_:"^?"O/A7MVO-A?J9>\^%>3QPKUE97X_E\V?'\ MO`X/M$3G#6,Q<=G#+2F&<>R&\&6%M#L*9:QZ7[&TI@1I&4X\,90TC'Y$X\`_ M/LT/Y%-_:8WR*PXE2/8B^127L'8>2I/I>&<.XE"?-C_FO<.^/[8OQ#YQ!PN% MX',.I?PO$>)A>'T$CF(>PK#/CAU!8;3N%?EPXTA7ZY*+&0G'Y,(':3CZ-HQ@/EZMUTA.4/P$ M*^A6%X4EZ+!<2K#C,D,YC*5L*QG"QY@QO/\`904\G/T=7A0\&;>\WCX^JVE7CYDXS@.--=KZ$H0B#AT( M;2VAM"8P)*4(9:CV&DH3AC&$I:8B14)QCZ)0,UC'T;1X!^JK\"M&6U0D0I"D MN(4A4:%E"D.M'CNHRG+.<92ZQ*%(5C\BD$NXS]'%XR'UF"A,J4O,/%96I[)" MEYCQ,J4^HA\M3ZE>CXY>R44Z[E7Z[U'%*\?%6ECPSA.,X\&_P`W_P#1^GY.!V.`X'C8Z"J:4WA6<8\,YPG*O'D='@/#RX]\$EBB<(2G,?<* M9#*(RI6<.KF?B^OG6U!*6_)XH:8GX)4IG&59RH)S#>/!U.?'6KA^E=7I`^$Y M49BE=KAX@LDX,+?\",HLL3V+SISFE-9GRC>!,N.N-,!21SHS2EYPI]ME+V,8 M2XGDEUX9,@OF.C_N_P`;_8V)\Z&_NJ=1QOJ.>OE"/?[UUB)YUX%($*\B/6\< M^FZTYX?K5I5X*PC,Y>+9OR-'`R5$D&9#`"4V8FAIZ) M[%V>1/J<^Z^5ZS!"J:QA/AZ;4&1EWR>DY[CFM7#]+T>I#X89H&>J_:PR-*GB M@T;EU;AE5F:*8F1TR/571%A2`4.:,*:(B/;G$LM#O)RX*VA+..3 M,SY'M.[0WYTNW9JO2\%#6?:4^)2)*F5NP6-FH0T]*T[9=,NZH<^SD!2+$$U( MB5QUG!*QWDM+7C.4*_)F0O*+BFHO8/SC=Q-7WF=UO;_BZJ@ESKL:0B4'.>@IYG1'HI7*H;C\A)7E"W_`+]&XSA&72,"VF>Z8PK^JW?Y_CLH M@A++_P`;5298<':+9D?Y<]>?CWA'#61LF(<'Z[N$Y%:&4\9E7I>*Q!EJ;PMU M;+3JD[YV?4O\^/:.$C&)"1^,JLL$.A"E/PSG>VH-RH)),>,4N&+]3028[$P) M(8D(UQ#9#C*CH"5RAU0PJ"7U'?.R'K#_`%A[N4.;(J@_COTFT",(TL[4=(,3LC&`X`)'6H1UJ?"6IU"`YY<.H[YV2%#_U@[L@9 MF+27\<].RT>B,'S*,]Q3(^*P^](FB2$SYYCK",8-7_M8GW4=#S29!R.6SCT, MF%B"O*.^=G?_`/G@GL5G*LI^-JM*;0L=M;F.[L$XAIQUN*R4E[+'7A[TTQ9! M,FT^O'F;SFM2SC*G6&P79!1WSM_5W#_GV[0!N/,-?&37#C&D/83'L=ZZ<*<\ M:RP1ZD4AB3T*"EJ11+,8BU8=4VRW)+4A3F&67WVU'?.SNL?/CV&(-4(U\>NO M5)]1WT"<]ZHAI!H;94HVU(A"/];6I1TB%@]2]\[?U7=4_G'["3;3Y%>;`;5[7UZEW:HEJR/+8RMM, M2>Z?I^K1;!A)V$`M8:*?SF0=0TO"$YR[A2=\[)2:^8K=9B5YCNA7O'4-F/X$ M7VOUQ'FO#LXPN.('&DJ0(MQJRLGPZHS&?*LM5FAVL)2^8IIA2]\[+A,^5OLO M'*'Q(_'AB/;)7Y?=DUZK'B8M"W3C^W=#)B"B4R?VTOV))&N`37&F4% M1I3.'QAWRQK##^DTI\[##2CNG9Q,?*QV7)QZX_QY-N1RRD,LS&>Y6F$13H+C MHV43V"55SS-P.(I94FM]:4Y;C(J0(4G&!%IRH[IV4M?RW=CVW%#/?'68.>CU M&WHLCMQJ9F4&+8RR.3&D@KJN'F)(276_&NM*\,HD0"V,Y\1UJXH[NBIQ?RL] MEIHA`\9\>."O50PXT2CN#J7V3R222AV/1)_"7D>6ZWF-(PA'F<]M9(1SR^$F MQCBCNG94?YTCLMB1"C%]`HAI<@$7(#&O=S]2LQ2A`5)66XJ1,>.41L<82KRM#+SQ1W3LZH_RU[B&:E56;H19X`V+R.H#;&^]("KS M)!CP[XD8\3(0LT.5%.LLJ=\).-.&6II\-YM*CNZ+R<^43:JQ<2$9TDL,Q&^L MZV@F-['Z-.=/:8<:]8N%%CI$YR58;%,!?\,9;<4W.P2DI4B>B5%*7NZ*@Q\G MFPR(M7#TFPWQ1W2IS?R?=F'SW!1^@`; MP;8HQGWO'<+53<3[9]P3+Q2G7J*0V[Y%L&0$PTO& M,QK^<*3NG9RD_)EVP:RE(GQR/2KCC"GF!X_MYJE9A*_15E@1@0BH#O.'R$@\ M$`*SC'J$'S$:RG'BQV\U2]'$BN$L- MCR@I3=14DF),`,&D6"$8RAZ,+8(1XI#P=\?LL*T00R*^P+VCUA(30Y;^"1DQR(3%7&),EVIYEN(<#:5DG$N2P$E" MB7FVU*.[HD8/Y<+8>8L0?J#)^FRN/Q]S<[*Z(Q$22)1T0<%==.:EGDS>2G)R M#>:\$M)>C[/"&-Y6S,1V25+W=%T1_P`H6P9,DP<3IY)J3'M@.G&+[,]?FX\% MJ0`3+I=.-58/0`:#A&#Y`I;^6T#1T%,E+S@>&DG!E'=.RIH^2G;"\LHQTFM" M27\>5L!?831[MH]HB'6)D<,GW+-H M@74^#%9R([X"YV6U_.&=B,Q_P!S8Z95D\;+RF$8C>T\ M(<^ZY@EP-K##;.H]^3@=L3RJS[IR4BTM^.9,/U%'=*@N_);OEM(ZL=,ZV M[[D8HMO#?:JNY_.I\>H(+'9>.4ZCS)]@.X1CQ1Y?,H[E&3\G_8Q MW,(50&#T2+!(YS)&4-+8$>A)A#SB%1 M96$J3NG9;$A\K_9B+6ADSXZ2DD/>=`PS?;O4CKYA:5F#HC0D(JO@3*$2C8`# M;"<^=1\]$,>&%2#/%'=.SGQ\JG:57YR?C=-4/EY+:2\=P]*^V4RXZ1[8_"LP M.'/MQD=D"09=RG'GCYR+>\,>[PE"CNG9]O\`RK=E1`UEG?'JV!AHU(;S9O<7 M4#'H8\C#CQ3SWX66.@8)IF5=(_.\[+%9FG5)]..<4I1W3L`?+!OV1RXR+T)R MJ0<;QB+BE=J*$B0F3E9E&FX<)O-!])J7(/!&CVF2%L^K*R@@29Z$@2#+JAV1WQ.W^KT#%D$N,(';%)-I0C3S!;)@A(Y&,^@0)* M1KS:E(D!O.I.Z=EMG?+#V>:QEEKX_*]%%)-'#4Y:^Y]#&`0I;T7@A.<4S55\ MG%E#A&&E)92!E3[,#*H9RX2,T.2H[IV61)?,/VJB_0:(Z!ZMR<[@UMV-QW@4 MV2(>&$Z]]I?*(ZN,Q"CB)9"(Q*T$J$26^V^MY,=G)R5'=.W]7X]\QG9YETEG M^0IJ!;C;)+H>/Y<)3")3+9,TR"T,X;U3%0"N89`CWQ\G>T2VS8`<$98<9EVX MI1W3M_5WS_E[[1Q1V0Y3HWI0)A"?4(EL]Z2BHP-G,BT,@@M8?5!\QEEV(07+ M)_8?44!'OM)1F14,`0H[IV6=(?-;V=#BL28OQ_:TF5^U6X[%Q?>)AR2%E&HE M\LBK&>XZQ#1HMI&L(RX%8RR<-YE4*<2ZJ-2J0PH[IV4@+YR.QIJ$.HZ`ZYRR M_E60WQ^[*C6S&\R$C'B.-)%ZNN/-9/RB)>:0\AMW#-GB?42VZX:T`H[YV<^/ MG`[)-I!<-Z!ZQ`'?<1]S,<[Q(*%KH63XIAR7EW([J\8MR,'B#BI=>1$E/9BH MDMQ#:WE`L&J.^=OZJL[\TW:%@4=]WX^];))?9%<5$Y[OMXE!WB8I)R@"&<]8 M,#MFLRF?M6,^KD8@Y*W&'G0$+-PH[YV2&W\L':TC*E`]'M(R(>6%%,20?>23 MS'ECJ.D0PG1G">I0Q'A*LC@E"X6TA2Q9D-2L(<;DFXY1W3L[(/RK=L3B9`;' M1[20JHI;>))TSN_-ML!MJ/:$<(6ICJ&0ZZT.%[F05AI#CJP@G?30LET(8M1W M3L^6?E6[@EDIHE47]P5'$)SU3R.R8R6MH!Q67/:H M,>0O+V`_.6A1W3M_57C?D@[D2C97X8ZN=7HQ<>UY5DV'MKM"5C)25(]984*, M9$]1H[[6XX"/[Y3Q"5KP"0AY3"$"3*HE2]THRD?E`[]P[Z69;JWTK"PN8$AT MNJ[?[B)RITPVF!LOMA!=2"I5[S?C)&4C-CK/>(';!9'NA32H3NY=$;V/ MY@^_%6<7F2Z@=.7QW8-F7CG0>YNPG`#%(A)V7D64V5SK&BLI$!?BFQW9%9+< M.R,LB7R;F"C9>3CE'?.T(WE_F6^3"(.D<$]2ND`X8RGBA0I'LCO>)G"(9RR2 MM?'/9CY7KN%)&FQ[+(!1D:@-$JV0CY(V7HQHO MI]TG";D3L`N$/]D]PK^WXP74@73R!1M+/EF1GN[(4AA\-!*#LQ24B>NN?J*+ M$H[Y=YWYV?DF992ZOJ?T!QE;CC*?-W"OC8N5MP^[.ZG;A<1:?M33#DA MDG$<.DOWSQ#<4!+2$>H[W5<^>7Y(,6`6N#]2.C<@:6.<AWIKTD& M1(88REYSL]M8A+'JHIZR/.S'Z:-+(R$FRFY6D9M]QU,&Y[=+V9JIIL*COE0' M?G\^20<7))73#I8)XCN/-H+[2;$%8<>;#4^D/[J_JI$(R\^:X.,AU9*1/3*1 M(9>Q$()=\(*)T&;:"21EV)U?M&@EG/.!-"LLN'S=:$FE'?*RS/GH^4:9% M*DZSUIZ%P(D;'C$E-2>SMY;!CCUOC5@E\F-M]7A*Y$.A1CEN$8?6,P>,XAP4 MP8D@2;KKDNHGG/1W\_-Q\LJ&0G7M/_'`-[P*0/>0]8>QC>8<<6,OLL*J%5!W\NBUX M[Y[?DDDAHHEOISTJ&Q-1&9>.2;V6VX,V\G(%?+:%>/GM` MDU81&R"U(2XE():LMJ_6KPEAS.4*_+^:K&/#/,NKP0,D-?S#4B7[1GT/Q)"D M_;_%7MO;_P`QO/O?;_']?[;TOV+^SY.:UD" MY+7M2/*.=L3EL>L"S""XAYXE4V[?IU1?GRKW&9H[U/-[LCU"5`[H;1KYB9%_ M3.J'I!!`Y2#G==U!PQ!0DDJ8$)24N'R^D@676HIM>%>9!.?-P5"B/] M8>M9(K0)'7O2#P+`GL&0G-4T10C0/V>FUWV:!LP/H)%_#^N:^!Z>$^3V4''L M>'I!CH;%0[P_77KZ**^"-HO3K`1+4DP2(UK.EH&(9FF[LU,,OLIA,-O-2K6R M[&DE*L9P^F?DL+\V#BL.BH5%W1FDWS,2#^GM6/'I,^XI.=U]4G#$R&9YZU>_ MP2N(R]@S\3D.27J^;S^_<41X^JK*\EJ%-&ZY]>PD#-!Z(TT(V$Z`\&V-K"D, M($>BDT1$6Z,AJ#0EAV-1JZLX'4GPRSBNQ>$>'L!/2)4/MWKQH!\=8C^C-.O" MN1;D(X,[K*E.#KA780*LNQ"V5PF6U1;EED%AMC*?20E."U#G7H' M1#A1ISFE-2.'2;DF])&+UO3EE2#LT5>#9ATTA4-EXMR6-V;9'B5.95E]VPR: MU^91Y6714/MG0NC!_+[?2^IV/(3@Q'HZZI[7D,3*TN=P4GR0Z?*3B;UO73,+ MQ^=[J`CG?'U`1E-"H<3/7W0HP*HL?2.HF(Q0+D8J.9UM3&@51KL2F!=CU"(A M4CY!<@T)"4UY?3R)C#.<>GCR\)4.\_I'2Y3A#I.HM8$.EX,24X_0:HZX2F1< MO3T@DA;D2I3V#GMHV9;V%>/JJL4GE7CD\OU14/S&D=,X=9?QJ;6V'QY%4N._ MBCUKUQY15AJ=M6>P]]L]1DM=JH4')96G.%9/A@7\_LHC"FQ4.@_U\T.4RX.1 MIC5CH[H2(Q;"J%5_15&MP@=;1'>EB+PW@!%>CV`<,XQZ>`V4,^'IIPG`J'6, MZX]?I!*TGZ2U0:EQX\AQ)5`J[^''Y7&PL23KF'8M7J.'XVU:/6SGQRY^(I+S M>/O2/4%0JS.C=*#E#',:@UPKU!6%-EJ'$K0VC5B-@+TQJA8+0B`&@E:ZJ"A&@6H&,JK838 MV8?+*!&ZQ"AQJ6\8PC``C(^,>DTA"25#E?T;I0I):2=/ZM(2>HY9R7]?U-U) MJY15Z7)K+PY$*P2J15M"S9?ROS9>S8I/S^/ORO5+4.WG3FH\F,R'Z+M=XD!Y M4.<8.32ZX@QF:CYV-M`,LV4F-P^B2#LL,'(-OX5ZB#A&7\9PZTA213I(T7I) MMA`K>G=6-C-B-@-CHU]4DL-@,P<76&@D-)B,-I#:K4&%'):QCR)!#8'QCTFF MT)%.1W2.F7R#2GM2ZU=*D6B63R%T>LJ?+;-_'?O4D.YC/4<]Y^E&S>MG.?%W M\0R7F\??$^J*<@VEM/!E#FB:KUV*8))?>12QZ97F21I?[_$6O[H.^W')=9D/ MQ/``2/K)SASWH0[WCZC+:DDJ%#;ZX]?6F&Q6](:G0*S'CQ+(J=?55(S,6)`U MVJBQK+&(OTF@!:S48N/;93C#:`XX=E.,-LH2D5"LD:4T^5A_!.KJ"_@G$AA] M+M3@UI=Q+JNZY7SIR%E.S-G97X^Y>\XJ'8%T_JD)8K@>N*2 M(L'(J@LC5F(8]ID*2AY@/`V&Q$X82)*5\$AO"?#"'0V58\,MI\!4**#U[T1& M#(#C=.:RCA6HU$,V.#2:Z&RW%-P$!56HY#8\>VE(;59JL;'H;Q^:@,%AK&,( M;3C`J%7(TQIXQMQHO5&M2FG<2&'6B:+5WVW,2PMS!E<+0[%J2O$F%L>PLD>. M/V9J>D4+\4FDX=*[PFK-8@&YD@=49AD-@841EFI0#30HP8E8CPQ MQVVX]*&&!0*3#,-H3C"4,Q`2$XPD5C#8=8W46J9((V-D-9T`V/D0#(L\(FGU MYX8R-D8ZRQ!X!+*X]2'@S8JZ3`SK:L90X/+&-JQE!3^%BE-*T5I8XW,B;J;7 M)9^3ER>32*;7WB7P]+%>CL)\, M!L>F*A3W.KG6QT-Z/D%Z6U:H\DHHX@W-%K?NGC3I*[S)A;C_P!N M]51)4MLJPDK(]AE MNK0R&V0<0XU>P(TE(F,('^Q!M">7'T]NVE'ZW&,<%0[?Z(=5^92LZYI2O.X8 MZXE5:B%MN+D7+<[(9=:4)EIS!SE^F\O85C.'/NI7FQGUE^)*A4T:ZU\V0DMN MBTY!2#6I)!**S"I(1(LRH$\R>E[`6'$FLSD4*:EW&?.DL9I[&?4;0I)7#^C+ M6V$X3C7U(PG"1T83BJ0/EP@46L@BHQCV'AA`P5+AV6\?D0U$AHQX)%8P@.L? MJ75F1'.(]H7'7R<'=;\/(XS,G(5 MC*2R,."GXK4FJE%N'KUGK]9SQN9)TU=.KRRW9#,J_.Y/<)5'9>69][*=,]7* MLK]TXIWQ\^ MH%6=.()E#;=(R9#Y:XO+[K\A(7^=?>6I65.O3!JU9RHE[*R5"IB:6TX`D)`. MI]:AICL@*C\#4:L,>R7%+I3D8L3+<6G(ZXYS6M<4PI'AEI4!&Y3X9!%](K@_ M0;I/`?V_&G]6X`P&J/P#C7]3P'@!<,=7%@^U^T^A[-=>DR0,M>7R9"(=8\/2 M<6G(J'T[H_3#ZG%OZEUJ^MZ0D)5YQZC5EUQ^2E3KM)R9[ZW(Q2GRY"2V78R' MEKSE3C\](K5G*C2,N!^LZ1TR.9B18U-K9H]);$@DQ%'K22$GBS-4L0IJ7<1O MG26)8*)"'-.XSYVBX<)Y.<."L*02H<2=$Z00(J/1IO52`%A)C5A)UY44B+CD M5W%01'J&Q$894$BI)Q%X:RGT\1V/;>'H_F<%0YI'2.EY?W>);46L)/!ZSW#L M2-!JAOO7)5V\ORBR_J6GZ-I/309F9$/ M4FL19#,DQ,Y/&H558,S,#60*XC2V2FHI+_W(>WQHTJA_S>JB2';)PK#R$KP* MAU$:$T6W&DPR-+:F1$&QB80R*1KFGIC2X9%5:HB(@D'$-@5^,12!VX;`ZTY: MQ%(2)Y?;XPW@E0YR=':4-<>>,T_JTMT@DHTATG7]3?N$%J/%E5%)H]920J4!E:_. M@R2G\1>'1IS431CT@W MJO7#9Y);QY!R*/6$&/G$2=MFWS7B4Q>'G2WYF_3I:W%*RM14T>[G.5F$*<"L M,:^H0K^"AJ14!RA<5MZ);#;C4CHC':ZG`" MF,)PTH+'H93Z7YO"5"N#TJFB.DOB5*LBOF.D/EO#P,4RZ4^6;.R13Q+C8J5O MNDR-HDR'%*SG*WY$I>?%1#N5E=C%6K&'L$XKD#@A+R2$OXB(_#R2$/Q92'\. M^W\^'D$P83F%>/FPX&PKQ\6F\I"E(UQKQL?`;=#IB!,!9C,"HJ\&D?$G[9U;7AY%*3D.4B@4,LA1A=)J)1:G5OJ*(K<,\0IY MTZ5E'7E/N!*=RZY)SQQ"E>/CE\U]S/Y[SF5!UT:TUPWZ7DU_24>@X,\QY*I! M)]%T)ZO$ANM>`&/3<$(J44XTK'AEM<8(I/AD9G*`Z:-2:I;1EM&LM>H;4,D) M3:*76THR&B*+@D"93B-PG(R(0]\/#?ZS`KSC7AZ:U)R*=I[6.MB'G2"->T=\ MA\DDQY]ZIP+KSQ9I<[(&%.NK`4MPDL^TR;[J\YRIQZ1*6K.5$.Y6'&UJS6(Z MF%L:YH;*QG!G1EM5"OMJ'=">K1`;C"D1V,M."$4N'6UE/AEM<2&I/AD5C*`_ M,:JU?@=P/&MZ%@1UG`[HN*?7L#NCIC!87##C'V[TELXA@F1,)SC*?:LH:\/( ME*SD#.7.2G_.*A]XUMKK!&"\4&E8+P4DW!6*M!X(P:B1!F$%X>]CZF"D2T8,5ASQ\ M^"1VG/'SMI5@.S&T*C0S?HP]+J<2SY`V_2C:[#@M^2/`B8H!'D%#:3Y`8R!! M&9QX>#3`3#:?!#+>$BG?55JRM"FUUV"4A:'&U(5$1ZD*;=9.'=0I.1\XRAP> M3);5C\F4$.IS]'%8R'5-I-,DDY3(5&L'IRZZ_E)L!%%)R^]F74\]G#XB\9== M5/GY4K\JLFD>/[UQ0W67//ZC3M0KSC3GJ-5QASSMJCLI5 MYV*=$(SXX^J(H/&?H,SY!4.R'KC7D<:+(Q]#I@,@$6V>$>'5X,8T0YE=@<9- M%*8!0^.6TNV2JDN(5A:<9_=#WG%+CEOX*D_]KS?^IG.!X&6?Z`R1_P!M MX7_R%\_S6KA_U^_\-^']7M_O#;^_PA=?/\Q;JSR3FZ(X.ZG#2U MH\N8MPF>\=ONONK]`PG9W9UW(UUIB?BX.5!L]SJ=Q@36464-9=?`DZP9`)M$ M3,S:TI%##)#:)*/>8$:0LDAAIP7%7H@B0^4[I7#M;G3-[#M\%*]>ZG2;SN*M M3NFMQ0UHHM1V`U#+KMDF(*2HPQS=>4N>'05(X3F/!\5K?>;::<<2H[HE/-O[ M_74F@,4=V>V_'EO;+UJQN/7\;4ZW<[Y,W+5I$9 M*2[-[KD-2*Y8).7KK@L4IM+[#2\+,*"$3A1+DDIP')3,%"CO$OM#K=\C8S^H;GN675K;4EC1'1TM+$;$EA7%1`ER78N5IM9L\37KG;!XF2U?K4_-R2_!UR)FJL43+./*8=D9AW MV@8>1O52Z94F<:RB&60_;S0,=7K[+VN_JI2-0:[JNT]I#;'AY&FVFCZRMR)9 M->V3>:I(QP,W4ZK*JKDFIPLT,1D7,:;ZZ6<"/X:BW"T5]^>MBA*40!-;#F"M MC%`,46#B=);E)LMM8-H];TI.-66H[H7I=.]/6VA[,U=J>:N$N79]P[=F-#48NOTVV6 M.L2&WJ\"W(3U%=M$-$&0S2ULX!.R.+A"TC\IO6B'SVB MEK"+MBJZUZG$?A?8^Y9;5=J(U^=M9B68B);3U+7&BF35OV5#+G(1Q48(*I;R MI?#"Y&LM&ZH=AML;2VEO._Z=I5>NG9*W@:J`-L.K&+ MW"G;(8>V[":BCB*#KMZ%JA'J,08I1\JS#M!K5D]10YAL6ZA(6R?D`ZRZRFI> M`D+58[8?6=3B;RN;NMZ'<-@1-"U/*I!=KMXOD_6H:^P+AE!KN_U;:M#IVRZ0:9(TZ^UN&MM8/D(6;K9YD%/`,2480;7[ M+'1%AA2G1"$Y<%.%'*85G*'6T+QE."YKRX#@.`X#@.`X#@.`X#@.`X#@.`X# M@.`X#@.`X#@.`X#@.!3Y;^"I/_:\W_J9S@>!EG^@,D?]MX7_`,A?/\UJX?\` M7[_PWX?U>W.,Z'W]CQQXXV%U\\BW5GP\?[').;IP\7H&Y&S@.`X#@. M`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X&OK3_3K8U)[O;F[I;!V]5;U M+;=U+3]-BTF-UQ(P"=R.L)ZAQ$\WH0GKY'QMUJ,Q.":QKZY6Q6Q5CU4S`V6 MNCQ!5BLSL,U/1_E'3)@Q(^4F,+'0AR+6-L:-/_%PSIK=_3*[P^U&+)J_IE1= MY1]6JMNK/J+?.XJ-'T9.S:K4=%T;<=$VWN;7LG1)"PSF[A->6$&=@]=)MPMMA M/P)5BC&9`KI*5Q9B_1A_M#XN-W[=JG;*&M?875F)KN=OK5 M&P-UR(6E+#]GE]%:9#@A*EURCH4[:AI$2T8/!99-M;)>)+*3GEMBIRAM'+:= ML_*:K5\?=U>N7=@^@;,H]5A.Z=/U/K<^RR6O,SFP=-ZQI>NC-7VJ@47"Y5B# MF(X^OJ]U`N%Y8#AI,Y]\@"04U^ZA4X]5ZZKZ*26L-\SNTXR_P`U0K'4RK=0> MN%0C:=)8G]/T2L&JDW9JQ6^0MA:]BS%@E$BO.H]K%(%Q'MH2IW+JEMB(J?9< M?1;JUL[J[JVHZGV3:-/;#BM:PST11[;5M;2ET! M,N!*S'1H""<96[Y64KR/B+$4D'8?7RY7KM!JK?7XY@A:OIO6VRZ_4=?R-?FI MA!.QMC,Q@;>P)$A-HCXH7\,Q<3D5I`P:)(A@\A"3AF_,A\5C;&G67QPS=#J_ M3*F3._CKA!=3-P;-WC,9>I)42=N:_P"P9&]2L?)6%Y-[DOL.:G([!->:5C,@ MX9G'E>5Y'GL*MIVY.&;^.^[V.`,>L6]H28OI/?>D]Z")`;5>*]29MZEH@@8[ M2UBJ`MTD7#:G%1$&TF/E,%XD&Y%AF2)04;[AP@5]W9W[\=EEW]%[M/EM\9K> MQ]]677,5:+=&T-PR)K?7W5-V1=*QI.H515Q`#0=.DL>2=LQSI9YKA+KC+(S; M`(XJR>-IBV[U8V?L7=2]TP6ZXBJ2=.TQ;=4:#B"=[&QRL M\E"T,G6JD%;$W_=ZO*QMJ[(W*Q'W>62]LFI#*GGGBLD-V MT[EY4)=A#W8*TS&.1Q.=LE M`5LZB-!LAB!"`-5Y8^$%9C<2S69%\1&Z/];?$GNR.T3KSKUN#M'1K]KZ'[ER M':_=4=7M+62J)[*>XV?C9+U.V2.]N&8A1:Y8I=]TDV$&!7!L*%C16F%L`K66 MM.W"M+3/*_&3*SD=V>U7*[6!>T;W1['W;>'99T6$F0MLW:@6$.F"Q_7*+G,3 M[]WU M:T[JMQ59U',0<%IKK]IN*L,-':;_U,YP/!`V!-I_J^QLWFMV+[8]8H MQALC[9GS9`&^%F6I;UBR/ZON,5E-B*0S[SR^7*,^KY?2QE?-:N'_`%_6ST8_ M`B/EOI_:2,J8S@J_ZY\J4"-LOI]#J)UA:S[@M*LN'>;./%'GQCTD_F8\<8Y) MS=.'BW?\S=H[);`=UKK@.E5U%A3BP"CB2,D78O+("/PE=A MH)Y^2-D5-K%$"!?4ZI*_1;>),T[77+LI1NS]9N5NU[#W*-@J7LVZZI++M\*- M#HF;%0)'[183ZTZ))2@LW7&Y-*V63FG,M.N-+3CP6A:4B)MP[X[1:MZ^TH6\ M6DJ2L@!FTZ;I=F-HC<=8YEO8][F`H*`KI@GW,-`1BI"18P^VXO#[2749]-65 M)QD3,0R*3G.4XSE.4YSC&2-AC35>W:)S@9Q_P`K/YB7,X1E7AA7T\>!X6L>&/ZO M>HS[E-?:57I$CECW2_NGV1'PSKE<0F9+W'NLB8(7E6&-3:M&`LNQ\"AL2'E+,2+B?(P*Y%#'5F>E>L>ON^$8?HW0]0K5;!V45N_9$&U9^WM[$D[5+0=@I)Q$WL2^Z`JM_P`Q M2)R;V++1M02!A4?%FLCFR[1)F=+2?NX[L9"=BMB;HJ&M]Z;3E>E'1V,T]T]; MFM8;*G)#?/]4QQX:2^R$F], MXAGO1Z5;.BWQ>1]8UM1[9M+9&H>O$C+M5&KE6&8LMIVC803+1<9&)R%!G6\E MG-YL9\G@6.BBY;`J,L@@DE89&<:M1AQ8.43K&/2ANC&K"*WNPW6>E:P?VJ[` MW^2U_O!=TOG9+7D&NJ:VJ\,5-.R1%;FY2>L4],D,!).F9-@(4@@CUBDGEDK+ M9W]:3?9RH:AZ;ZSV\)V8C]?;^D=U;KW]=&Z/L?9VR:0[9KDQ+:6ZX2,,=$;! MM%2I,LY=`E3B+(IU3H*:#HY5PMUBC:O=; M72XW9#`AMA:G9=B5L\+3I"/KS,.VF-C)DQ((L>/EOV8:6PV5I;::\L:RC!@5 MJVD[=L]ZZ;FPV-JS-QIL]:]P]R=U[0#EJ:%+6.SZVF=?3.GX6'2Q#Q4RO%N2 M+B/A:^+FK0T3`"F+?<<=$4?4C.$%QFINUT'=^OL;5M7;1+I6M^_?955AD;C= MVS4W+5=RD=]JJ=SL,58Y"=.9U+3H0F*$ACLO$S+KLRVT,*@19IG"5/M:\]L: M;L-=J[YJC0/6[?.V+0JMVWRNEQ=1W_:6SYG M5^LMD;8G%]D$;`D[#K3K=MJ:9`MECQIG65*01%049@61@I@T`!L\U8BHE1A( MB<(FZ23/=4[GL/;W4;J\:]WC`Z/]=NON_-M[+N-FV3M^K;"VWL2\F1\;5=`7 M*V:Z>K.98G55F*5"1U=!BI&J[*N=VD]:>]CH5N0>A6R&5-%&..$,M M$+<:;C413,'A3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@. M!&>ZO[S>VO\`!G?/^Y:5X29%4LC'9>`2Q)*=8=2:.GICT^]$II0N$AX9)1G#B<,)2SC"OS,83X8Y)=..3 M==R-'`+?#R-G`#C5I:3G/YR\XQP9-"G0*E]C?E(^/6N=U=G=S>Q^D>P?9YO M9%UU-^@#8$A2M0=:H>)NUNI^M*A#Z>':9I^V8B*&KHY4X];F9:3F'7WT(,&3 MZ*VJS%S%ZK5OWR$;AZ=?)YW,CMZS/8'L)H;0OQJ:-[!6;7.EZ;4"*QK^>Q9Y M<#=&U(6`FI^GMQL'F)J+DBD20FY>60TX2T'EY"R;)L(P\1' M!,K4\A+BQVGE'=ZHNT/\E76B%U',;-!V;V,VC';J^0/=76G6FJ4%0Y1F#S:"VIE:F5#J4480,PX+B/>6TVD6UC<>L M8^S,0>Q-<)N$-)BO05OB7*7LFGF8>.A3QS@?6D&HV;BS1G,L$CO%AO>5L@9Y M\=;;JXN<-6OP?;GW-OKJWN*\[SVM=_JCZ;"/#R5,VW5I*YUBR:P. M+MP4?=0Q:]$D/'M9=$+&6WEK#2W<>3@O16]V_([I73$Q:ZTBL['V1:-<=52> M[.T:Y1(JO?NQU&/UU9:?SW75:;IW3^TZLUGVAWE)]X M]7;0VQH.@ZFU`-.7B:A=,MNM[*@Y0*6MD#"AVNJ2C7M"163R6\+SA[#N15)? M4H[H5!SY%NL6F[GWFV'8[OVCFI77&^^M?7FP:1ND0"0`!OC9]*JL3K'5W5:D M&?9CL/[2'LT=*2KQI^(P@Q]V020R&A]U(NL<6.O4KNCLV.^0[YM%=FKKM>F] M?NH6I.IFTX;6VTGZ7,C:/J\WJ/;&S]LRM81JO$I%3<%*BPZ"QWTDR,D\**TP MZO+S66\$B<9O*&1=9^9WKI(3]&B;OJW?^J8;974(SOO4KM<:S1S:FSU%BXR0 MF)S;UT+I^PK,?1&8".:CU%14@.B6R[-@,,#OOK>:84O="0NE?RO];.\NQ5ZM MU?'WB%M9VFH7L'5TV`2MRL-8-43\PQ""D&6"BV6W0M.V)%EFB+E*C-/@V"/& M.'=4.M&7&?_G=/\F?X7\?_`#/YE#Q\?_.Y MK5R_3ZV;]OZO=_O/=E?X8]:?YB/2WDG-OAXM\/(VOD-?9:3GKS4>O>YY29BC:G"2DO-%N1STW$V.4@O6\02VGDH> M22OA2=E_#T'?MA=JKJ)V8N40!VCZ&P/Q]2L3+T:*N4Q5M4UZ->BPK>FY35C3 M,6O9+X\O*+)/D$J:)?-0XXUE3&/4%+ZT-\7+^D.R/5?L8GL/+6R1ZM=$(KH) M"U4O64#$Q]OUK#&1DJ);IF2#L+YX7)J2ME(NFMW[*&HJ+ MAK1,)EZ[*1JDRZ0HF*]YC`4*&,"DC.&<.YBQ%1373IGX MI^Q?7O0.UNNFF_D6M-%I^W[MN385@M,5UOUWG9$!:=[3DA8+Y)4BTO6QP6NO MMGRC^8IW(1#\9XH4VO+C:%IMIVSNDF=^)37$Q0^P>A/TD3A'6'MGM^B[T[#Z MKL$(]-VFU;`K;&KL7==5V8S9XE^HPNZY+4,7(6=MV+DS%GER;P)0:C&\BK.V M*K25%[-_#U1>RMS[RS+W8_=^KJ7\A>L]):][#T;7X6N'%ENZ%!?@J?+5"U6V MGV65JX,M5B5@3$(5^2V=5JS=>H6U-0JV/5KN>.-FT4ZX@2+8QXV%P\RZ=S_#%1-V9[U^',Z#WYUVCX& MNZBL^O$*@U@34+!U"K@QQ9N+5K$O?QZ[OZYP7R2=N:CV M;WGV![,]LNLM2HMGKU2T#US-(E[7IG7Y-'US/4/629Z3PQC+GMLH\_E6RZG/E\,H5C\W))REX_?T85G^8#_``M]N%_#OZ9/5]+U M9#[GZ'\WQ^&/<_K]X\/IZO[5[;]C]/FM7.OPKZR;T/@-'&&Z5RZ6F&FB M7+_0W9%UM&$Y+*QU*ZOCM/NKQ]77$1X[#.%9^N$-)3^3&.2_M`^.3KZ9O[8&OMD[+ M`:L=2K0M2V\8\XE@5I]W.4I) M,U%J?NWO]`:7[S].>CY>H=B3RXO#'*DS4Q#C*^135SGR)4_XZJY6K!9KS-Z7V/MVU M;(">99HE,,U])5`)W7*GW!UYL-T<#MXY<@R,ZE,0R^*E[S.D90S%O&E/ZY]Z M]C]BNQNP]1`=)>P6O-,44O9P<7VTV`72H_4&RW=>W9JCQZ=<@1LQ)6V57M`OXD!(U[:O^Q9R&K[NU;8M%[IZ9[=5I[>U$L5DKMQKX4H5$N3L#::;L"O*'C[)4+#$#NO-.DB1I MS'I*20*SG*?,(FV?Z9`!8.)-!HBXW(V3<2"265`Y#PWE[)>"\+R/[;#6/-ES MS>7R_7Q\.%1)M38.Q*O':TD]1ZH:W<+;MJ4BIW5P#8]3H[5`UC97C!K%MX8J MQX<"NS--=0*I4$"XW(R+9"O:J6XWAIPC!:R_(GLRT;;[):LZD]1I3M.OJK;6 M]7;9F1M\ZPT_D';!.J8S;0E?C`]@,I!D*JF.FQ(8J7]\E\.PNJ86![1ITY%2 MYTALZQ+B#M1*98@*(D)?#+8T<7(">LZ>ME+KT>&OU$ID'V,JSC]APKS8QXXQ MX9Y&F/'*IE2BRYBPNUMV0!+C M9&P,A"YR,&2Z$R0O/E42U]/$,8]0_);!7S>G5W0FP-'7[5-B[G=?9SL9UXL+ MEAIUZK%CJU3KU:MEMK=M=K..%?K$@ M`408(,:(25'+::D!F"67B`7'V\/,MF,MK4X,MYG.%IPO"VO84O0JY/U^+GI4.HPA]@D(M@^=-%B(J0>C8Q]37O'& MD+4WY?'QX29IUNL&]8SLQUVT1O\`C89=4:WAI;5FYV::7*#RTI58[:=,B;E& MP\B:P.$DQX(>4]')&&&6WU-*4A.,?3`B;BV+/"S8/[)75):>&*]9PA?D4TA*<+4) MF8?&H_D$^Z=R9KH%V0U-^@'LJ1K3]->H<0]Z:VAJ7L!J@8\N)GYS6E]55J)- M#6JF2@#S;9I.LMQ7 M#>%A>N1GW'3UPUI<-=U>#H$_$1\%(AYFK:W9)XG++Y@A(S=<>4EMY*\^G:9G ME$2^83Y,%;`Z(T7N=HS3(V^G9_5]BV5>:I3-NTZ!H>JVZ%2?QEL:!NNY;0,- M7XZ&^>FUF[ MU2&CMB6P#44QJW25/`J6#XVZSI4!;$L;$MEKM[,%6X_V;84@:,4\4:`,.IW( MF=D/SWS&?DQV9+V78@.I&:EHU\B0&BM>PK>:G?,V/ M?$F[`2J51!2HF($6!E+THGU,>03--M_7[=U'[+:+T_V&UF^<1K[=VM:7M.F. M2@OL97%.8U&,6E_@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X$(]F:V+,I\V,>.,XX2Y M_&7WSV_F(]#W'\U1^EST/'U/4]'[S^Y/'Q\WM?KX^I^=S6KG?X?6S?K\%;"1 MNHMF82RTPEO8&O/!EE1JVD>;J%U<UMA[$T.=7:M1HZ.=PD'76\]<;(LYLY-SLM!5^`#8K-7+RPLHI MOW)6$,MXRI?BFQFSRB^-0CSN76]^;<[\_$7VKH'5G?TGJSK"CM9:-VNN1FLP MKA1%=B-+IU308K%*E=G@S%FGH>T!>YFAXQ);0$:M#V'72-CA[IU'K+IKV`@]B[Q8ZWKJ0%@M-ZVK$W>YU.TR^-TS00^Y-U M6E]^;^^+7@03P>0F.<0O*VQ$3$_75T>G_2;$9\D77[MEU/ZL]L.DE9>K7:26 M^20#LA8Y!@#=]\V,4^]KBI!0I%]O$'LVWQ^S),ZQILU;7^%Q(40=ELC)#S0S M0B,<,&5ORXZTVWMCL#\73FN="[GVM4-#]Q8W=>[K+K>/`:`J&L"=?W?7D@0Q M,NVVLSCME9-LS;Z1XC#L@P*VM]M274LI<++G[;=0M6=*^IHT-TNZ/6K<[UL[ M>ZMVOM.BT^?OVP+):9F7L1*K)O'><;.W?&P^TD%K?*VI7%,E+"T'+2`H39#S M`31"L"8PP:@-3]>._P#KCIOIC7]KZ@=C;QKOJU\L.S-W]D^LQ8>M1I;L/U=N MT_>;EKC.JJK"W^0HNU*KK.:LD9+25,%=;AB99E#`R"$A.+:)6#.KL-UOF+*% M\;MQZD='^P.F*3`?+A6.VFV*`;_K'*5K4I,247M2_6S5I.Q#(W6\18]B/1AH M%.&9RZQB-6:;U9K>Y[*VCN7 MK]?=0T"B48%NKX%6KM8:OJEQN] MXMSMHJ^YD2)CYM89B8-`GI8?(*;PRTFL1$X>B5/C,ZP;BH)>NF.U^A^T47V_ MT"GLA7+OV,B]FZX1HGL(+M.9FI1>U79ZMW0"W;7E]DCYB208ZU191U1F6%*P MD-H=MUT1%;VQCZW:'^0)_M-%;EB>I^P.G7Z7/C%[+]65-#VJDVF&TMV;A=J9 MN6C[;MVXN7RRWC4;^D,]!ADQ,&%--!CL>HIP1$W[,A=*Z;O&.ATS6[ M;\<6V=;]UM<_'9N;J[L'8.3M7'R6VMD6*F1<#,)J]DJ.QBV-Z*WILR'_`!5B M_8*)ZH=F)[<>VI;6$52T#0NN[7K6PZ^,8@S[I=JF//V< M>1EQC&,Y<'$SC+S2UMX667RQUTWEVY^6[1'R$W72-RT)UUZ9]:]K:ZUS" M;4?K"-T;LVGN,>@)D=?KI&O.D-<5&JUF M/D*;(#E:HU%>-34O8]9EH@&4@$(#'GDJ;K*#0FER2P6WEWR. M].4:"W+M36FP.VVWIWXN^PG2BR0$#L:DV^SZMV1)]E)C=/6&F;"OU\NM=^[Z M^C-?W#\+R]E#.E6XIZ"2K.'1G&7U,$B)C&KG6W36E[7;>^ MS/2"7Z?W;MA7MJ26L^N=$U]L9V:?VA#[];!MT1)[TH-&M.R)::J-6159PN3D M(X7+RHYA;SR"U\O1!UBT)5>K'7/1?6RCE&'U'1&IZ%J>`DY)#2)*6CJ)6HZN M,S,FAC]@3)S'V_))'D_-]9U7A].1J,(I.?`;VU_@SOG_`'+2O"3D\.?_`-+I_P#JQ_\`,4>:U(>4IMWS* M0M.?S<^7&,8DNG')MQY&C@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X M#@0AN3LQUVZ[HAG-];SU+II%A2CHG)C. M"R'+0\S$FC2,5+14B.V9' MR<9(!N/"'QYPCR'67FEK;=;7A2%5#@4>PV*`J4'+6>U3<36ZW`@$RD MW/STB)$PT/&!MJ>+D).3/>8"`"&:3E3CKJTH0G'CG.,<#%BN?()T8MYU>CZQ MV^ZX3I%NL!-3JBHS<5$*#L]J#(0&56:[(MS>8^;L+!CJ&5!#.NDX>6E'D\RL M8R2X9#S^S=<52XT37EGOU,KM^VBNQ-ZUI,Y9H:*M>P7*A%HF[6W2J\<:Q+6A MRM0SB2S\!-/Y$&SAUWRH_.X5?'`^^],Z7Q*#$&QF- MK;/I6O5208J_(47'HMDW$K-&&7GP<<;PI",_16<<),Q&:ZY3;6K(36CVZ)?9 M-#C=/L5AB[.[4-ML"/KI%-*$:D!;9FZ.'IKF:V4`^AYH[!.1G&EI6E>4JQG) M;UT7^A:'$)<;4E:%I2M"T*PI"T*QA25)4G.<*2K&?'&+D965D7A@(\$5I.5.//.(;0G'CG.,<"P MS]Z:2BM:HW-*[BU9&:?<&48C:TCL&I`ZV6(DAX51*;R5+M5C(Z2AW&LK]UY< M.-J3G/F3G&!:X"MD:[!I#.S#;[2P];DQL;,C[!*M,&/2'XB9<%:B)5FUNG(@ M78V5=-92,^DC+3ZGD80I65I\1:EWC<>HM8RU.@-D[4UQKV=V)+IK]`A;Q=ZS M4Y:\3JGPA$PM0CIZ3`+LLLHJ2&:P.$AY[+A#2?+YG$8R%G;!O_6(G9.N=2[4 MO&BWMNXGHN_:GUC?K/0E;%79@&)D*$N5`I5@._$CLV$QF0;$/CQLOM8P_P"F MO'E7X$P3H\\R,RZ00ZT...TX\^^\XAIEEEI&5NNNNKRE#;3:$YRI6*Q;R(8656:U%D2K-?E)!R.8DG(TA M(ZWL(2\H=S",JRVKP`5N34(%.1L0[:NMP]?N2A<(B\E7FL#TY4EPEV$FX:RPT3 M8JY+QD_7YZ-!F8*=A#Q96&FH>3&:-C96)DP77PI&-D`WT/,/LK6TZTM*D*RG M.,\*J?`:UF,1W[ MIR\L;"&ZSK;"K>OR[V[K+\=^E-L].J9I?359I/1CK+N[6_3VWQ5OV;L"OT60 MV]7M+6:,V1-MS].C=9]>Z?75"PE/L:R"9N]6$QM(`V&PWF25,SSJ,-F[$=5-$C=:X*MZA^+F?[_`%;M^S:M?K1+RUFBKJ;41:'.-1.Q*3!, MP1TC5RD*D&WV?9BGX>4E]P;TG%+/*;KI;:-TJW\9VRZ>=8.S$Q6Q*I)=@-": MIV[+541]TZ.@9*_TN<A$@$E8]PI%$D==PM^^33\;YEG8YJ)@+(%L[8TS5R@6CB"GJ_:A;"1&FP"? M/]P;-="6/E3JV5*NK.?%=OQW]K>RT%GX']'=G]WNG MP=8;4/MO0VG]=[Q[*F1UGO@%U7"7:];CKL>Y$PS)0,./+SL@/(1^'8MEUMQ1 M'*99":0^3?;]\I7QB;SL]1HA6O/DRVU;-:`:UJ8<;X'TQF[(CY2- MT]JH"!GNTTK\AO8#6F^$;+""FI:AZJH4156]9:D3^)1GLP^HJG!&G?:PTJS' M+:4Z[C*O%6<66>.MI<[6:TT!VDZ%:IZ$=(*;,;5ZN;UUYL]V-%Z];`K4/!U[ M2FM6YF(JY]ZS)PL4<.(TZ`TM*1.50R$^$#LO;^ MR/QXZF$VWZP?8GK;)6CJ-V5KYWI8F:[N7KQ**HDJ-.X:()2N7F*T'%RK[F%8 M2ZZ>I2<>&<J'*M(3>N>T763L%.Z_NTN5!53<-+T M3MNO;&LVIIB5:B+`")^+PX7&!5'@%QWOF6,$H2WXNMV$Y1<4UK]7R-;N7?Y% M.T=LU8]L_6I'>N;CNG^BX(R(MP&Q^R1G5O5>K.QD7J2(.,'UW8I.=VS7K+!K MGL(9C0W`;'(D$M!Y.(23#&6"OR(=1(7K7_5Y8/3-NLM=N>U>N_8O2DM;H6@V MPXJ@Z>V3OWN=KO:5GU7&UV)DF81Z)UK6=M-P<#]S"P\Q#.-DC,BI-\O&I,?C M6J??D(5#S/9/Y[W=XL1#\-1/A&ULWHARU#L*'AZU.A]IINPRU34XI>1I,G>< M)%_NME*2_N<>!A*\9''X@Y:[TUU]C.L'Q8L<3.)1$18)KYS;2G5>4E3 M767IZN/<"V6HY^N:EW75XCM!OC5P&I>HEKM47$/4Z%D*YNI% MPGCDPMMGIEHF++^T84\"VX\E'F0E"XW>C6C\4VHYW0V^^ZGQ9;VZL=--=')Z M^Z2WM8-M_'W';-U74-GTN[R%PH@%'VRU*VHN^0-\`.AI1(&<'A+DHC);^6/( M1EQVIK4L2.AW5K8/;K^K^?'_`*&U)"=09ZR/=@>QU^S0^Y47:;%IRR56E[M[ M61AJ$:WH9499+M(0L_98U]A#)#`L:XVDM[U/10PZG-GAXPHVN]J=I>T.N_BY M-^/^E=:>L7=;1VG/D;@F>M,Q6F+/T0M&DM2;3H?7W:!=#L#;VU_@SOG_367&>H2[G+&=RX&IA?@K`J%6C>A/3&(-:DHSK1J$&49TR-UV1*CU&/;E*;!R*B524/6[ M`M&9"(C)/);GN6&5H;(\<>IA7@GP%1FQTC/CW56PZ7JBIUVV))M1H! MT<(\@&OGWLO[A>I&I0#A#E>ILE=S\J?F2(H4-Z5><6LI3JG%Y5%J%F]/.J-) MZ>ZPL.MZ(+78R-MNUMD;?DX.E5EFDT"NSNRI]R;D("A4U@Z416JM%HPVVTQD MEY3KV'2%91E[+:!$4Z6TNAO4/<]VL>QMC:,JVE4@,Y MP+4]N"U&8@@-LU5#&?0S&V1J4"6+^P*:4S^9P3$2O:E]4.MFM[+&W#7NDM=4 M:QPU"C-6PTE4:V#7I&BUL"O&726=*<,?F[6^`VTNQ3Q!+JE M.GF9>,<\?!3F<8QC!:A*MVI-8V-5Y>E7.+Q-U>>8;%F8A99X3$D(V0R3D(MV M-*#)=!(6PE+[.5^D0UE33J5MK6A00CM+IEU-W;4:%0-L]<].WVBZL]Q^C6FV M&A5XNK4+W4>B)?Q48#`*(N`PN*1[;P&:;Q@?*F\>"%*QDE1*SR_CSZ-G:GC] M$$]5-(.:5C+3(7@;4^*%"M:\70M9`7KK]KB],Z>CQ(;7CUVAOQ?(0D$!+!SXE>*E;&] M)REBKC-@C19'$=)O&!9D!&"LM9?8:<0*A([?7C2"=TD=BW-85(W>;T`Q51]I M2D8B7N$-6V!E"*@JQ*RBBW*E%FL*S@MF+P(@W.?,1AU7UX5=^RM:Z_W'0;;J MS:U,K>P]<7R#.K5RI-NB0YRMV6"DFLLF1DM%'M/"EC/)SX^"D^*%XPI.<*3C M.`B+7'3WK-J*B7/6VM=.U.H5+8S`HVP!XI$AB:NXX$8B$C&+9;B#W[=8&HB# M:2"$DLYW`82<#L>FSCR<%0AU/Q=_'TS7H&J1_5#4\'7*E:3+K3(>LQ)E6#HM MFE8@J!GY*A(KDA%YHV+7$G.M33$3D,>:]3*CFR%_G<6G;&23KET=Z>;`@-65 M:W=9]+2]=TA'%PNGX;.OZ\$!K6"D`$1DC7Z8Q&A!I@*[)!,MH)CQ_(&1Z3:G M&E*;1E(J&24#`055A(BLU>%B:W6Z_&A0T#7X&.#AX2$AXT=L..BHB)CV1P(V M-`$90TPPRVAIIM.$I3A.,8X55N`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X#@.!#O8B8&KO7_>=@-;?>#@].[-F"V1?0]RZ-&4J;-?;']T^*-ZZVF,X1 MZCK:/-G'F4G'CG!)R>)[\/K_`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`8+JEV'QK[K=1[2%9*GU[L&GH+7&WMR;137Z"FW8AY`N;J&1_1S>'8^T]I_D`ZW;=N\7O/7'6*W:0!UOO\&A0 MVOI(RS[6UX9?MA:+LX54=Q3I^?TT&1"/Y.!'%?2)8&&#D**;4M0B9N81;\VG M?K;O1[IENZY]9HZ*-WS3M:,;)=L]CBQYNGZDHCE]K%$1;;#$D>HS,V.UST_F M,K,6ZCT3"6#3'LY%BRD+$S2S/EZ^1#>/4CK`%,];`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`M'G0VT3NN\*_BWXE;)JW6L"ZL9G4]&F@!IF65'1B M2'&Q*,:VU[KZD3.SMY[B1" MFM.1L_*46BPF!X@$KQ$?GY8!12'A&R&5B9TUEJ1"^3?>;GR6,=+I7;LM0^P0 M'>I6L@^KFR->:^A=([+Z`LT*0M#.]:3N/$*FW2^[9"L,#3;8+-B;?>GCV(I% M>^W>J:U4N?ZKUZZ_(7=-B_+1L7KW?^_T'#4YC8W8:D:>Z42G3R4I&=BF:C=F M*LL>F]R)H1-=V:57$0SMAD8^,\A;3SJ`_4>0.0G(M1?CP^3K=_O]B-A9).]XYJ1DWXPTT]^QC&8 M&Q)ELP_F:BRB1,RVN]#>T%@W_7=Z:VV;D56^NH&_KGUEW5(QT6B#AKM+5B/A M+31=LU^%223]HB-KZOMD-,N!X5Z4?)OF!LY6R.VZN-1,ZL7.U.QN\NH.Q?35 M^F[NKLLYV%[TM:D.ZD16O:1*5JVF+IV*AM^P6[.O\`NGO3PU/H=>U1TRKE0$"9T_?=-W$"O M5_8HM6M^QSRJB.Q;9"8-L8\29*>090Q&!2W-Q#9WNKLA&5/7:I#2[M4W#M*W M3::#JBHPUFCCH:7OYL/(3OK6J6B"R+<&8=B MS--"^F_F([!K^++XT]@3I,/L[O3\B^Q=C:VJEA5K<\^M5"#I.Q=G%[(W25IW M5P84[>8_3^J:R+[*KPWI24])O!LY=SEPAW-K%F.7XWJD67[VR6T[O\9W4[J[ MW?VE?$=\-M=J2MR=I)/7>NZ[O+7,?U/U7FT774-:UE9-/UVE:AL!NQFPXLV/ MFZL9*0\?[G&,.ND,EI+>,1NPWTQ\O7:SND%U_P!%1.ZB-!;7IO6;O)N_L)M7 M4VG8&W2^QM@=5MW_`,GG28D;3K?`7:!@:!?YQ.;36V,M"$G*7E`^VN_\`SO\` M_:O+^R?I0]'T_O?1Z==48G]SHPXOT&O]:_JG.$>+GG5X9\WF5)S:X> M+>/R-G`\VG&^EJ1,[,VQT2W;(TN")93*"=>;70>PFRHR*=>:P]9R=81!]4GI>!BA5+=-;@ MES4LWA'[$"^CQ<3%N=F:M$N]7V91Z;L>D2K4[2]@56O7:H3C#)([,S5[7$!S ML!*M,&,CEL-2$4>T\E#K;;B<+\%)2K&<8*NO@.`X#@.`X#@.!AG\@.@=J]J^ MHV\>M&I;=KZARN_-=734-EN&Q*_8[0!7:7L&K3-7L,K!0E;FZ\0;:!!Y/"PL M$%)$2YC*G4N8QY%$F+BF'6YOC,V/V0^(Q/QJ[5VO1:_),&G);7S*)F-P>\.H8A?IK5G&$\J5A4HSN_Q?;RV M_P!!.TW5VPQ/QX]>=K]G]>U365ANG4[K58J)4E1\)*.E2UMMBOQ##6"Y29@I M#GVF*6T*)!/.O?N@U+RL)61Q]&U/2U3[$5>UWYK;%VU58-6YK6GHO3-7HM-L M4);*C)0%&3&;==O%KFK%)"7`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`SA[NH]%5:%C&@\&9"?F`%DJRIHEYM46OE`^O/C8N%[UA/=< MNZ#_`%VM_5TIM5C&U+UMK>^]/6"X[DD;T+>IO6Q M(B_="I(M^246K`Z6:D1A4HE[Q_!-UNWETAVEUGZR0J])[#L6NJ3KG7]RM&W^ MP]EJ4-"4S;$CLX$*[5\C8TTQ?1P2[=8LA*EA9)T8B32I.<)99PTLGC$P^._? MP=ZB[1=8GM5Z>,.UUN,N6ZV8DMEW+;LD8YL2639;,_2( M$B/CY8\'+.FFJ;>`(6=N M-PX]H_$Z_$S&JSA7B_Y74UFL;/ISNCM$[JNH:OWM6]-Z-#K MVZ:9OW59.NWIQC;,%M"BKJ51.9E82R5/C\WGN[7,]K30&DQZ9$6:A:NM%5NZMUZXC'HGKAO6 M!L3^RBWJR;J-T0.5*BQV_3G9++K3[Z(_SB$5*PIL#T=J_NC2IO3[6Z^T6MMP MT^G:1EJ3M1B'T"O7UKVSN-JR1[E6W$W,-['L@=-913!G1I6%&'>#+DW7"F,C MM+:&&BXL7OD6TS,A=C/CI[^Q$3*V2$Z,[SZ9J;8U"U;(ZXVIL6EVFBR%2G9OLO>)6Z6&.D@!X!\J>F M`0!VQ9:W+Q-+='RUD9ZVE:SHD?XLM06T&8[R=Q+=$'U8?OQVLE-UZNJ,R`;% M6&-T%3:15]3Z:L=IAY#*"H.Q;*KE27951[K;9((,L*R2ELE#S#*3CNK5LZ9= MQ[-V&V+N8#MSI2I@W4\2LUV:C^IPQ52JJ;;M*MJV^8BRS?`*/=99KX3&7'4M(4F+6-M<.H?C#[@ M1FT-@67L3W[HFX=9;PM'FSE7(U,1+`W0?P M-#==^I_0W7VO-S5F*[8=#MZ6S?\`5MX2%$M5EUOLBQ7A-AKURI]OUF;L@"9A MZ=;==F1<8_B&F@7A3(ELQK&5N/MNVV8XU&&:[]F&<"LCAX!44T^ MXI_#SK7%KVZZN.&^$`K1]*Z_+ZH=C1J1NW5.B^SG7O9&T]L:I'V*#M^K]P;J MSLS;EW_"T#<*1^"[W5=G.$3E5;8++B1FW/MIHY0ZLO8%350V]]4NMVO^GW6[ M2O6#5BI5V@:.U[7M?5PR=);,G94:$$2T5.39+#(PKLS/2*GC2O1:98P^^O#3 M;;>$H3&F0/`D)*LN+7AR\4A24*PWY6<8Z MJ]:&\MM>1"590I2,KSY\K5YEY\,X3Y4I3FO#Q;MN1LX#@.`X'&EYE;CC2'6U M.M)0IUI*TJ<;2YE>&U.(QG*D)7EI6,9SCZY3GP_)G@:\+7\@,;<[9*:KZ2ZL ML'^/8RT[*B9I6")'KMUV-LG7?KI&#O,-8>K4M)U2 M:8WON"-8?92IQRPV9N,.7C*\PXR%Y82*W9CZ?T'I#KY6FJ=HS4>N-15AK&/& M&UW3H&I!DN>/F65()A00UR1S[GBMT@A3K[SFNM=O-XP#B7Q2X6ATPC+K_6&CSK2 ML>I/3N%7UX?+C8L1!/98E.5G&>D-@U3JM=HM6K5)I\.#7:E3H"&JM7K\8S@> M-@J[7HX:(A(>.'QG.&`8R,$:891C]:VC&/U.1I7^`X#@.`X#@.`X#@.`X#@? M*D(7C"5I2O&%(7C"DX5C"VUI<;5C&<9QYD+3A6,_EQG&,XX%-G)R%K$),62R M2T;`5ZO1K?;*V=0+A:8*`A>T$)4-;(JCMK@C)>"WAQ$.M&,Y:PO&593%B;9;Y MSX8SG&,YSC&<^&/#QS_:QXYQCQS_`&\XX5&.FMB2^U];UR_3NK=BZ6EIW[M@ MS6>V1:R'?ZTN*G).&;Q.CTZS7&N)3+,QR3A%#21.%A$LJ7Y',K;0%F;A[$5S M55AJNO(JKV[:^Y+X%)2U/U!K@>&)M9M;A"H\&>N]@DK),URHT:@0)LJ,P3+S M,B$,X20V*+[DUUH99)FO598G9BR5R:J(>ZM,2^LJO>[%%TNO[*A;O4ME4&,O M,Y)Y@H&FWJ0@G(^9I\M8K&IN+`*R"5#NRKS03AK1+X[3PO=3M#=V]8=A.P'9 MKK34:GM"!V7U&D*+$[IQ<:["QM5AK(O&F8_"G`<#%_LGVXU1U4/T'';3'NRG>R6_*!ULUL15:D?88S M&T-E'^QJX-IEF5,1E5BR4-$/Y)+=1A;0CN&4NNX2TLDS$9LH.%6!)W:3C]EU M/7[6N[Q)Q%GJMOLA>T(YFNKU[43JL?5PPJE:'R;$+:&+)<6;&\1%8%BRQ'&8 MLOUWV%):2Z-43;'[6:TU;V2ZW]6;*#;U;)[3`;>DM7FQT(P33_;:0J@MPOB; M!/.R(ZXPL6*D1<#LML/N/N$I\,80EQ:"74UNR8X5^*SG"59PG*LXQG.$XSC& M59QCQPG&59PG&P?7:W0FJX;;H$ULQS4%EH5 ME@96P*K14!$733FT]F0S-YKY^6G#X@M8Q+0I#3Z,+9<0M0B=-6:7"G`I*R`[ M]WY2TZW@ZI3V:#B2_2F91*O?;W5;]NAC42XDA-A<,^(V2_ MAG--[4UO6M9G;FL5WK<%JB,IV=@R.P9>5%CJJ#2L129S\3%2Y:VA6(G,2O#^ M'59QC*,X\/KG&.%ZM%]?^7S=':N#NQ?6/4%5ZV5"K77:-+=V[W`>,F+S,`4` MLX15XHO4RF353N\94V8IZ/DY&P[(L.OJQ"**2*24_GQH6&%?!B(H(I$:V4'&@BDMPPBP(AM\<5IIY$4"X\0X M%&I<1G##2G%J;:\JS9,3>4RBVJS=HEC>M0E5O9O8;OW\<%U MZB]N.NH/701\S+$W;NYLW1FT&>S.\:=%!96?,@"U]NF1[3 M[JI0&289,^/"7"+&#^ M_O8%:70HVD]$=8%MN90]845_?W:R3'R6SZ+GV..+>Z]:>+(C%KRGUS=BK;>\ MOJCM9PI&1C/HF74G4+36IIL2]+"L>UMQ,#9&?WMO&Q&[3V^XEUAP8IJ(M%AP ML6A11K#JDNQ58$@X;.,_FAIX*9/\*\]'U[N=6=\M=F>A=UZ=3&G(3L[4D7V:I43K^C[(GZ;6J7%QM7W&'70 MXZ;`D5'#3$MKHC:X].A:RQ`5&XR@'XNCS#*^H<\AV?O=GXR/C,LEJ.V;,[EJE#[<2W8O3O:UKMO04[XNI%S=D8*FV';>J MVU;9USV;`A"G2-9YF8TN'E'3BO:J2:$%C!,?NG'MM<^T+_7[?*=>T3M'2][; M^KOQ3ZMV`+"QLKM/MEU]Z3;,K#(>ZK$%BC#+N$WL&I[#,V)#SLA%A8=:FR'# M6FV',)?:&,^J/.IVK3J;N7Y3+S:^MUWZM0.SNPW6[0&F-=W365HA:)ISJ%UX MS0CW=S#R$>"90YFT[VD9/!,)&P,C+V"Q;`RVPI#SJ3"VQECHRQZ@[PJ>@OE` M^:C96U:EONO:_P!Y;1ZANZAN(/5OLS:Z]L-G4_7HBC[#?J\C3]1SS$B-6K;C M(*W4YPT0[CS#J>;SA>6A&'*9TP24_P!C]B[U[%5/;W8*G=C.O?1"_=*=AEZ0 MJ<[&;/U=;&.R\;ONQUJ9*VS%T/[9L>M[6L^E(.!F]=Q!6&GVP).5P.TJ5;

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`K?]<:G[H:FT'K:7W/: MML"ZOZZ]E:#LGJW3;%JRLZZIT#/N4;6Q$]K^5@+'!&0K@\=ES.`AEOM>L.M)?<,;4NM/D/[`:9@8>U]P=C;CV]J3L1)WHVZQU'TWJ2-Z M_P"G,[[J5O2JKN6#[).G';!-L!S()8#@;Q*G(!I"&QJQV[7:PW_N?LY\ MC]+W1`]R-F4EGXM:)^@ZIZ\3VF_0G*=[8*ODD6-6FQ*`F(HDIXR5=-:;% M<4*TZZX_E'F8+4.2<^KO?'_KK?VO^_GQL;-F:'W:B"=O?%TNK=_+-LNH]F2: M+,=N8@:MD13FX3;[&D4R%V&P=7IMIHOSCL-L-B,,J0R0*AX1>NSUBBQA;GA]?#PX&%7=FQQ%.ZRS.CJJP0%LGM9]VZV:-XBS$=8K4ME2YQTJ!U/6I67N,^]^S#B0T*2KQ\OIIS69R]63@FLM:57 M2T=J"9B8,O452UM&T$R'MK8)5>50JQ7!X/VT^F23]O7',0$MM---IPE*4XQA.,>&.1IR\!P,8.[G^\P[= M?\&#?O\`N4VSA)REY7/_`)`]_P#"Q_\`F2\NK'Z-RGP+L/#=)21R67AR&;Q2 MFWF"&ELOLN)ZM=;/%#K+J4N-KQ^KA6,9QQ.:\/%NNY&S@.!H#[>]:M)0?:\2 MMZ!T+7.R_P`DW:RMVFRO;1[:VNX[JU#U0ZVP5I"&G=E6'7]LGY.NPVO*W:)\ M>.IE'KT=&9LL\TE+A+#(1IK-9FKPS;2>IO4#7W5&IR0\9*S.R]N7=T64W)V! MOH\.YL[;,^,UEH3[H]#1\;#U:BU@97LZU4X4<&N5B,0@4`5O'JK=BQ%,KGF6 M2671R&FGQWVG&7V'FTNLO,NIRAUIUI>%(<:<0K.%)SC.,XSX9X5K9H?QDT37 M=;8U77>S/<@'KE$.%#4_K9";EBJ1KVCU4F1D)%O7U;N^NJ13^P;="C$R*@PX MXFZD)'C6VQ,*R.VA";;,<:]&;&IM'Z?T1`.U?3FM:;K>%+(][)#5*!`B7YN2 MRG*7)>Q2+#6)*QS;_FSETT]X@MY6NYYRKWNN"RJA% M3$2Q))8,CIJMS2@&%&1$L)(1!3H[#S@RGAV'&PL2/ZJU$F[UF_[+OFUMXS5& MDQIZA1NUK+#ETNEV<-E\<.WP^O:76J512[I'-DN>QF)&..DHQ3BU!/CY6K.2 M4R>X4X#@0)NC045N63HD^]=+C2[!KM^PNP)5=35)F$-:M(8(,L/9*3L"L7*E M6!;;4-A[`^'7O5?6XZL1%)RX4X#/U^ MG]G@8A173#7(E4J.N9VV;%O.K*%;:K<:GKJ[R=8G(L`^A3\?;*"')V?-2'V+ M:8^DVJ(#D0,RLT:4LD1O)3Y*<>7)*^&7O"G`XA]9=(ZY6];3C=M=(62?BK2Y<]0U@W$:4_KC-S7(PU4N)LT7" M!_BK8&:M%VJ[/L,K,2,,*P'@L1.S_=OJ>7Q]/Z>7QY=6/T;GOA,0 M0WU3MC9:DK*1LVII?6DQN02IS'5OK5XY2O8B0M6UZ/J:.V&5L_6^_]74:) M9?EM@,ZUM5AFV+=!1[;\N5`R:#06'W8U3#UTIF8KEW,H](^3+I40_[2D[?*W4%)6\CR*3G"O#/!<.-KMKV`O*$9TQT#WZ>/F8J>M];0,TM MY"I=N+D;3?MNN@9PVE2D@N?.=;9>6V MIUS&M>B]?/+,KFMH%V8<+6>[9K1D^]W%XM?ERI]ZYWDVQVMY>[]OZ?N_ MNGL_V'S>/K^G^Q^;P^G-:N?Z*G\4/=/M!4-*;$J>M.AV=I5B'V?`#_C1CMQI MR$#?+8ZYZ1:"%P/(PJR5*-J,*+../*\K`PYCK"UY>#>PJ2O&9K"&T9COGWA< M-98)^,E\`')B`C94CN;I-T>,<0?"@2/NQP:\68I44HF64ZAI#BE?AXU#>%K6 M&DI@U?+9Q!]^>[Y3XC#GQDD#9)$B3'%K[GZ.<2*@URJ-R2'O2@E>HY!XF)7U M?2]3#RJ^2EG*\D!8(4=T[.)KOSWI4,RZ_P#%S)LDNI&_<6.YNBG7,.D#1#N1 M\/)A\#N.M%RF!O%*LH6ZIC*59;(2M*CNG9^$]_\`N^T.66-\8Q)(XR"'L/+[ MIZ'%0Z(W^-G1C,>K$96DZO["&;FCVDR&X.QFBKE.AY%L`U?L4ZT`[H.Z-J2"&X60^ALSW2LQ[@KB4 M$DQS1I+F[':!J\D.6$BHD,QWKQ/5^/] M14-)SQ[+3Z7/:9=AE/-.X8*:>0,8TAD-'=T/D$=@G):/^-[5YX"8IXV*;@>^ M='<&D7%QUF)C&1B"](QK0XYTC'P[*EJ;\S35@;=RCS!',LL%OEL[17=[O M`TQ\=VNWXDXF11F85WPHB$A@C'6W`,F8$SIQ['=O6)9(CL@16VU-,))US&^^R*P9 M-JSE/E2XY7G4-Y6DL)UX7.SG+[D]VF&TM"_'C!R$LD9]PN.&[I:FPV&2Q`&R M.1G#WJ6VPYAZ;^VQK;B,9QYI@=]>$,(*4P+FZI5(WN/VU/,+$=Z(QP"$&9'C MB2>VVK/+(,)LUDAW"5CHK&30%(@:\J7RTZUYTL9<85Y26O36+G9>8G8CO"[E MAPKX]/1%=1#N.O"]L-3F.#H-)UU]U\PZH`5;ZX:-L\\[Y6Y?K*F6_H>*[ MR+<[+L;W_P!ILADNN]#-@)-9C&CV`6=\=>'4E%/U2U3J8=!CMZ'8;D1YZ%CX M1]2OW*DV8;?;>=!'(*2+G9<6=T]B\&N#XZ9W7(J)$P1,A^F71F&G01YVR1H\ MJAC\9>ZPR?#PX4BAI2$O(;EV67$H>9*0P+G9:KO9/L0-D5)?2#88CKN8E1([ MV[.O/NAF))W6+3[S0R=@J=.S&KNWLC$ M+DH'HI$D&D,RI\/79GMYJ&.F9"(`@WC`Y!XN%@K15AT3$^\"`QZ,F2SAL])* MW4I;=;34N=E4%[+=O72VV2ND5?`%<,*;P<[VUUL\U[$>=LH*3/3&J#KGKOP, M6!(I8SX*Q[]P?*O5$7Z@N=E-8[6]L.;DVHXYH+L!H:QQK"4YUTR>8+(C68$@ MIJ/+M$\E;;@K#ZD51]6&_,='MOBYV=S&_P#L@\'*/!]([V4=&"G*Q%?INZ_, ME$R0T!:)46(PZN]9&&(D9&)C`6G75H'PN;:?4O`[!+B!<[*LSNOL@8:45NC12QS`\VR<@U26!V[DHYAI%=C!9KTUM^KD:2:'\ONVB&6A<[ M.HQO+LLY[3#W2.],9?\`MV"9Y,41;IQE?IX5EW- M3*4WA238S)8N=G3)WUV@9!>)'Z)[`++0*\\U')WIUX9>?(;@+%*-!I(=OJ1$ M./S$4#&86I>&TORB'LJP.P^Z@7.RK_IK[&^Y&8QTQNN67I(L,@S&Y]%>B$$Q MU-`PL%\YO5^2AW7V::\(\\`_:[*W^Q.+2]FJ>*,Y^Z"X0+G9TU;^ M[EN-R+8/2"NF2<:)XO1N>V%$8<3+N566\@]PT?V<5X7"3:A6U-NF86KS$J\C>6D.BY6*!VI[A2LE(B MQGQ[S9P`4F8(Q+C]HM%K'.C_`'6SV86;;%P_[Y@*:%J]9?PEQM+K#=LSYT^, M49YJESLDF$WWV3E$@J)Z4VX5!$FT":0+O31,B+&,9G*9%F&OY_%8ACOVT"?E MC76$,9?\E??92E3Q0:'HMSL[06].R1*<>OTEOP#R0(XIUHC<^AG$H+,@*C*% MQS;XUV>9?>C9>=DHUQQ.?26_!/.ISD?(C>\] MA`-;CTHP=)X&%V,^QX%DVMJ(#S(/U6#9:]0CP2NTL*=RV@$]3(N=EW+V/N1# MX[>>NDXZR[+#`O$#[*UNKVL<]8`8Q^;6T3,"K<&$A"'I)3*/,0I`^6$HR\M* M>#%1U;4WTJ'C36.K4[B6+'%<.A#-MZM8S%$$QM"*<'=D19:0%+2`?99@5];/ MFQE5;><:PZ@P'+PQ?,=L?LB^X6B2ZTPL?A#3R@GF-[0$@R2\W&[$+::*_P"P MX1\-)!]52/KO_6=\G,(T/GS'6.P)20WEQOV];P[G"7)$=A`N=EM6#:_ M:N.CB2(+J1#V.1:A5FCQV.Q53B&RYK[#8I!F$2<;3E(9;S.1T='.%+1A",R6 M7TH6V,O"QCLJ)>SNS;4I@43JU$&1F%K2N55OVL#9RE-DO<=AQD!51<>6ARMU M^$DD^=3:O4L&!ZK,?RY3C)F",^#+3OE%SL[*M^=MW\'NQ736LR M8K!I(\>^CM11Q\R`OW39`460XV[1\^P)E!*Q7WL#K5EQIVS>BK/FCB5+%SLN MP3;/:Q_(F7^I4`TT\='LD/#]CZJ6AB/)E]8!FR+7_80QDK[?$VBS&^ECR*>_ M"R&4Y\\H/ED8J4K<7<1"5X5TP@'7$Q^'T>V[/5!;#D@JJXE\1_J$T(-Y#:+* MO$0M_+?AA25%)2IG"?.+G9\'[F[=L&.""]/JMAMP^6&`-E.SE;%9*#".V%RM(3L1VV*DFQT]8]'KAVRFT M2,Z)VWD"!H\#$I2AR)/+)?7:-]PQB%E)\YK.'$H8'+8%SLIK?8S MN@\T&I'5#1;3V"%)F4O]OI=L*)&3"9*<*=D%=:D.>@--XR*ZKV^5-LM..K0A M3!K852YV?9_8CNL&2^"/U+T:>:MR3^V-9[@G@X,]L?L(0,1QK'7*0D&#E_8: M^EY&!U*PY-EMMI<)B5C%Q;E^H['=RGWYG#'4K3/L8QX3+)S_`&^<1[F/+*JB MON!"4=?70H]`\/(31"L**6TMR('2AW(LJ,6IE() MI2F#.XDXW&X-Q#3+T?#Y)_DUH);7FR@L@/E/-,M-,>X)4E'M#F0V!?+9SSW8 MOO2.,ZJ"ZG]=G7L"2CS)$SW#L0[&7FD7AJ%0X!&]9#Y/_7(F/K>74)3EUG,X M^.A+Q(3*#Q<[1\NG4.R'>T\I*K=U6ZVQ$8DT5I]V,[ARI4@V&:517,.H8?Z^ MICUO`5Z6L$@YG)6!WTPXF&7LBRK!S3`OELDN.W3W'EVRF8WK#HPJ4#CF27@F M^VL_Z#9[D(E]R.>*5UE2\Q@:T^K&*>6PG&<"O.I1EUIT5N+=0UA:$-+&*PI':/?(.82`C3?4_(3@QAB7E;XW/F;0+]QM MX\:]BMN];1"RE/`LU[+J6W?+@TXT1"UO#A)D:EST14K<_P`GF%@DITUT>Q$9 M*C\G'.;NW@VHF/7^CO[J]$97I9(+BF$$VUX9YQ_VCX8$47EU`AI)`;`ODII6 M[/E,5[GV&E>C++K`JQ1A9/=&]6E'3KL;:U!Y]1.FVRPXS,['1@[J,B.F-CNR M+F6\$Q182&!?+HHCN]_E;2>D5K3O0EUDB26&&^G;/8IQ[(Z)<@91!@(^FR"! MGT0S@1/I)]3#I1;(;*W7#HA4DP+Y=%.SV&^5Q+9:'=,?'^+)!`M%O`E;UW:P M.ES$1`2I+:Y5W5;8:!,-JFG&2\_N9\&/'.PI(CIST8P+Y='Z[O\`^699EW"6AE6*MBAN$82YZ&'9+U$))@Y$1 MM@7RZ.9C?WRO.E-#N:=^/P/+Y:&&4$[L[`X)4P]85P[3R1V]-KP^]@0Z-<4R MTI;BBS6A6O449$KDF!?+HZ:.Q7RLX=`;?T]\?*48E MA_\`0\R(2V(')S+B'_40*\R%&DX<2',L$L,"^71],=A/EB?7D7&F?CZP>E'I M*8QNOL2L?[A@0QM8^24:24ID5F=CR!WGW&T>W&%.>=0E<1,,`L"^716S-S?+ M@.4\R/ICX]RAT.$M(+QN_L.SE3OW"6"`%R$O263')$A#D.MX9A+[K#QI`N,. M%-!-2;`OET=`[KWQUU:*9E(P`MK,WV9V"44.?(1*O>,GQL#2PHU M;\68ZR*VZV^R4>['901D*39*0P+Y=%$5N7Y<1WRQCM.#(UQ\>] MJ*9??6]*M[#[$Z_#""8#RMY$Q#2M#M[L04)("%,.J4>ZA/H$+7AI$;*+$8%\ MNCHD=DOEL$(D06NM_1"8+8*6Q'Y9[";YB&RDLHO8[F2&2M!R!8SSTO%5\5MO M*/649)G@(0Y)13XBV!?+HJ2^RWRB(?841HCHH!'?=4Y(+5V#W7).KKR2:5AT MH9H31S8BS'HR?D2F5-D/CN9%CT85EJ=BB2&!?+HQ[[6;Q^1RV]4^SU:V;I/H M\U0;/U@W;$VT>J=@]X*L.8<_2I[3]GY=6?T9M?##88Q.@=E6%Z0EY1"=[Q&8^4) MRY&24Z%*=0.JY#,H.TBX$$BOS#`+1B6O>ACXHB-&":0RE#`;.<>GY614ML`UXTJ:[ M(XL5@X2,9(,:"00)A2WHT(K)8:W&1OS"C&V<,$A-KCZQ$JP"4T8AUF4=>6XD04DMDD0IZ+!-S8G5JE4&O#987@WP9==\S9RW M3&K;4=<4B3`PE\8EI4D0TM3Q!;#[B6R,-/$L8#4-:&Y(49F24A64?*MAI,<*O&,-+"'4D M-QY#82!W%4>+3I'!#&BQ\/@;*AQW&!'A@F8U,MD!D5J"92K!4(87+^W(*8:= M'?8PHA2LMN!$.._AZ9J/V(IQ`DDLYC M+3<+Z?ME,)==2AT-3&6&U(>9PW]QJH7!@>"C0WG026L M.@!>,5EM+6$$.Y0UB)90WZBVFQQFFOM@`=F,;B8V3%%0V$=0"4&2Q@H%+ M*(?#=(<*0"W')/,\H$<"HIST#LO):9(:$*'(25G"T$M$-I_;&TH(;8?:"+KO5H]+\>:2 M^ZXM:7&E%.D'+-<.<+:*)-=9R0J(<:6(C(ZFU"Y;]JK(ZD."_N;@6K7`VFK/ MZT( MN]JNLK!1BR)%CEB3."HDIT);&&W2L/#I8#RQ**-:%RZ`,2II]XAP7T$D-OM+ M:%6`53P`"AW7DCUU8),<;F/#0 MXMYM_P"KKSI9LD2%T`LP9<<;(R88(N%O8BGWV?5$;;0P6,P&\PEDAY$63AUH M?Q>8>RO&1V%Y&@K-8BHF'AAA(1;ZXQ>72A?6)(?0A!2\O>D&R]G#4=' MM^;P8$'0R*,WC"&FT(QA."NV6(A+7D3EH.-3DHP_`N2@RE/9?2=Z[!`#XZV\ MN$^HLCQPK+_FSC/ZY7F#G!6ZZE]];JW6"'\/A*5Z/A@-P&\-,LK2C*_- MGP<\[GCG/BKP\,8#L/L)?2A*EO(PAYE_&6'W6%94PZAY*%J96A2V5J1X+1GQ M0XC.4JQG&4K+WJK0C M"L?F>`=DP`23$R&:RI\1WTLNCN./)0^AM27/0+2EQ.21W?+Y76G/,V\C.4.) M4G.<9"W,5]#-E`,:&PZ&S%Y0L@YPR3)24$E@4!+)11WG%RP.I:OV1!.'''77 M$>@ZLA907CP'`M*TR+8P:DY/%0RZ@L-\)0S!CACKK+2RZRR&.&\XX]Y MFE_G9:SG"D^9E\(B;C'WI@I]B4/#@Y`TL-)SLS-`R(GW(#`BHA;T;+B):9;0 MK+ONT>4CU5>?SX.2B101-<'$?:PBH]3++;>27<-E"N.-/&CK:;2P\\E/E4$0 M*QA(R$-*PRVVPC#"66L-L-%5QM&&VT-IRO*6T)0G+CBW7,X1C"<96ZZI;CB\ MXQ]5*SE6<_7.=:]9QP]>,%N+=0XZ\IW M+RFWW'4."8?\?V%Q*AE8QY,HRC\W@6$V/7G/M06`ACO6ER&Y`INKA\C*B'86,GR/(ROW`Q5ZQK"QH\(=QMIEQD5AMQIG M+2FFUH;3A:&U,"1["D)5C/AE##*<_J(3CZ8#N\"BS@A90OB%AM;[:"4^BXHG M&'6R171EX0ADX%AUY&'/,A#RL-K5CR^=G.N@B,CB++F`@8I\9J22YD\U3A MQ.8AU19.&)!0S,9+QS@,?(#OFX]"/_<3"2%,$9#9;P<0H)FQA3ASH!+S)`,< M*&7G/M6%%X%!RE&?*=AC#*DN^\R*IN5*"HMOQZSY> M/P(Z(HS)C;ZT$>9QUT=\]*VQ16H9:W3,2`YSF&L->KZB'T^W]P@V+AA@^R1@ MDX1G$?ZB7PFG6VQA6?*4EE88`SXBDL&J4TRC`R6U-.FH\5L91DK+@/XE&G1\ M.0-=4D$XAO`Z6(UUP1;P(61W67!5,F98?4[[1N+>;E$.*7DOTT,Y4KUVF<9D M!Q\NP,.$"*R-["7]3[F>J55@-DI\9AQ98CKC+#4*XLGWCXRU97EIHI3JG\)$ MP2V3#@#HF*C%X7$!L@!KBBFGQH\0."$(9-2#+>'0X]MM!+P[F4+2Z4Z M.SAQMYH@MIX;/" MNA*`.E-.*%)?#(4VEIQ\5*%E+$0O+K@XOKNH%8)>S]$NKPK"?'ZX\/R!PN$. M,03)#33D2\D,);0+:EY\N2D'XXR%'6?Z$;Y4#B2 M&%^Y5[533A*GUXCV;*M`?+TJTLXN/-SD'H]8:,K?K&,17&37"EB$R@T^S%0AL<$W)Y&PR_&+C, MC#+B590\UB&="&$<)SXX3]N4.I;/EQ$J-0H4^\E%(('"EWE&32F7D*>P0@AP MAL0FR^P-*PX4*664Z_!,Q8GMS! M3FS,^R6Z9(MXPY%*R''B1PH1#F"3A(G+#`[`:F5AA)$&$(:KK,:)S5:)*&*# MDIMSVHP"H0_`KI9-?0"P(M#`H!0S$FT'`8&D*Z6(M9&25!NB8$P.VB&7%OOB M-Y5`J-01@W)>&UE842MM\AM:G1WD2,\4W@MN5$2LA0+N3$N>Y0.4M\<]9>6W MW+0U&ACKV\8.1U4[2.OR#+/AURW6E:4((1A[*=8V7SL.():6]@L@K(V,+SE# MR2%CY2C)K<,T2)REHE]1[^8.\_G)\_Z=O3\WKROJ^E_).]+R^I[;WGM_0^GD M\GM/1_,\_M?V3EU8_1D%\->WM"T#K':H[:^Z=.Z[DQ=@ZNE\5C96QJQ3)>1C MB.D'5%H,[,':VX"2AY()31RT>",/):S&3$Q3;SGM;U!+,::"[9 M=7R''''4N#IWSJQ0XHXJB65-.H:N)V'5I>&RA>,.%I5YL^+SW@R3/&KC=]Q_ M9+J8O"AD]K>KX[PS[H'C_*`UHY@>,&27@%]]"[GZS*RB$N(]-KU64^1*4D.) M0EXH7"AF]G>HLI*Y87VMZT8=8%+]BP7O;4IHT@08F4CW5@@IV-'/8D8E]UEY M+SC@K:FW&\I>$6HA^M"XW=9[MQU1"(8:*[3=;!`1C&1OPR1A4(R2XM:MQ[W]*Z_(EQ*>YW5J#(;]L;C! M.]M>GDAL%,/R3F4JA+'*M9(\8D3R*;=)>:<'RK*CBAH!R95)W<8U6G#=_NC; M);JI?O%U:D4*:6"UAK;VOPR$(R6"/@/"W9S$;F/)PXIEX=3V0/06MO!"05E' MBJ7NB\US-_(WT+4/Z#W=CK22Q[!O#3C^\:HZ5PEQM M;`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`N%-)[ M9]74`$-!=L>OKQKC@F6'S-WZJ:]'#6`V7\>9B3<0IMU+"W5IRWE2W'5I0MI. M49;%NV7VUZI%!^WQVKZ[CO*R,I13.ZM?)A:G&\9 MSCU$NH\R%"X=3'=[I,85XX^OTQ]>" MXW=J%[C]2)@C$='=L.M<[)N*+?;%B=V:Q(*4*EUQU&$ABVPIY>!!E)2MS'T5 ME.59PGQ\,"XW75_*7ZX_XP&DO_C5HG_K]_;X+A^9[,=<,?E[`Z1Q_H[6HG_K M]P7"SY[?/7C]GF(C?FE")5IW!F!%;2UTKWF6$,*:8%2_9(\3WF'A&UMX(>0V M^I.$..LY2P2*+A&$OV(Z_LD(":[*]?6O?IQ]R?=W3J(=N"])SV3\9%(>LB7R MCU8^A#A`JAAD^93;3R4XCUBX737>U76B-&'4?VET26F,]R"$"_O/5Y)+H!*Q M715^^5?\(+=`;4II:C/D5X"X<(';;JG*@D2D7V:Z^248(E*BI$# M<^N#`1DK>R.E1!8]D<'92I_&48RI6/%>/#\OTX+A\8[<]4/]G'CX\%QO#JM=SND;C`R'^V75_.1"$NHR1OW4&%O$!MJ!'.>2'; M<#.K<'0E;?BG'DQY/S$*1C"1<;J.GMGTJ8BEQ@W=+KHC#S@;JSR.PVJ'S4O# M.)6^:.XBUCM,GE93YLJ\JF<.^"O2SCQ1D7&ZZ_Y;_2W_`!O>KW_Q_:H_[[." MXW/Y;_2W_&]ZO?\`Q_:H_P"^S@N-U#LG=[I%F&-R9V\ZS>FE"5,N"[ZUNX2P M7YL)#('^V60LYMY@G*5I<;;7EO./-X>&."XW8V2?<7HZ_F.]KVVZ_P`4,T:M MI$>)MRGR30X&<,.!CCX^ZOLA$"AACAX><4@3'MFTJSZ;`JUW%+XN*S=UNDQ` MX<3%]JNOQ,>$7),K;?V75W7WVG44YE[.!LRB MD"XW=>6[E=(W3WU([;Z)3[=MAMEU&S:X2P0XV\X26I\D0ER16EU3RG&U#JRI M#KF5IQ[O+S>!<;N)CN%TE>6IQGMEH(?T/<*S'D[1I21/:H8R(*$&ZY(C!O$# M$#,H2A3OM5CC-83GVC4>MP7#G/[@]*I.18W.(.9RYEHPKWB7D82XE]&?(C)2?3PH[HW?M.[J]*1V71Y M'MQUZ"7Z[:_4(V;5$X8#;PV'D,?RF)`>]$>/992AM7H8:9;PSC("`5+%QNG0 M#Y">A@`K8J.X/7IQ+>7+GED\86YX+\%*_*O/US]<\BW&[ MG:^0[H2QA>&NW779O#CKCR\)VI4<>9UU65N.9_US_7+5GQSP7&[\?^1?HFVT MXMGMOUZ)=2G.4,)VS3&E.JQ_S&''Y9#2,Y_LJSC'!<;PXG/D;Z.(:PMGL[J6 M9=]9UO(=1L[%Y/:90XXEHPD"F-SI@@3R$ISZKK:&T*<2VI6',X3Q1W0M>)^1 MOIHUEI96^JTTKVQ#LJ@*E;"B0R),I]EU!J1#:6\;Y_0;7A:E%Y\,Y_/0K.4J M0H[H0+8N^_4N)M4U+H[!Q@ZY4@YZ)E(BJ;,/.#40\DQ;SJWWWB'7BB,I<==?DWYDEQ*U%?)'TL:P^Y^G"0S[;#9:%,Z5[& M86O+7[L\@GMM2`E8*8S7TJQZ;PSB711LL.LD-PI,&H[H4=WY!^FSV3@&=\3V M()0KE=2(5IG>;0T@MHPR.\SD8K2AE7&B5"J889'P!D'`ZM(HL!*%5 MM*T.X?#\KC(JFG6"$1!D&I>Z)=17R,=+'%9CL[D+5C+[0.&EZ2WC@/Q;>S$I M3YOT+CQ2!$9BDIPI+#(B1FV?*RV$D$&/4G=&KD>^1_I=E]QA>Z)!:E/Y95YM M*[Z>97ZZVV%X6X_J"1%?9P4AR<18U'="A!_(STM:FY:; M7N*4;P7%LH%<8TOV)]TM[+L9.%R)3N=6XE6CB/:HQZ;97KO$,8<)(>D&Q),= M1W0I$W\C_1\3(S;EUO5B2A96/&J]:>TDZP!D,,Z*PAW%9T\$`#YPJ]Y&$I4- MYFA04CLBBLP[E15)W<5':^2WI4&['X3;MZMJ#+``$0[U;[>,C/>C)8;!&(0G M12QB1FY&0:6E*@W&LIPO.0'F4OQ$R+A=X'R)]-Y>&&FYN^6J-=E"D,1YEDTC MV8C)ASSR'H#I/BY?5!;K6?8RV!DV"1DYEF2%,2]$8LK)>29I#S;S+BBEDNOJR6HY4G(29 M;A5,]V.H0XSB8#>%>D!F6TJ0(#7K\OV2'G&'@00LHJ+BG&414.TX*AG+37H" MB($2AA%=3",2^+''N/VJT%=NHG:BHUW8[]U^*/2_8OM/K>GZGT]WZ_P"YN75F MOPZVPCU#_O9=(?TQO]XRA_Q(_O)?Q+MG]Z3_`/UA_P!K'^QOI<)IJKM?_C7. M_P!+K_`MJ_B'_&3^-5Z_?/\`L/\`]-\_?7]Q_]*_['^OP?*H,?OO'](I_":/VO]N_C##_D M_NO^Q_=/I<*X&/WN/_2'?O0#]J_:OX-HO[7_`'/_`-#_`-2]IPGRK49^\IO^ MD:_@IC]J_>7[ZG_X6_V-_P#WO7X7Y7)4OX^G?T@?\.2G[X_?'\<[+^V?W7_T M3^ZO<<&L9LD!?X-C_P"D)_@P;]K_`&C]Z:M_:?[D_P!+_P`[Z'(U'NDJ"_@Z M&_I+OWW+?P=^\/V^3_A/_4_]+_=7EY3Y67LG]^Q?],S^\R/[TO\`!O[=C^&O M[N_Z'_J7CQ\)K^RR*U_&2N_T[G\/0W\)?P;_``D-_"/]P?\`1O\`4_-P:ZLL M;M_$!G^DI_@79/\`?%_>O[TEOXQ_^QG_`$__`#_L^1K35!5G_607\>?XQ`?O M+\O[W._?7]Q_Z?\`Y[R\([PG[V'_`-_]^UA?Q)_BI^\Z3_`/^Q_^EX$DY_+G M^DG_`"\?!_J/_&35/ED_JC^#;G_2T?O$#^^Y_% M_P#@6(_;?[B_Z9_U3U>1?E5+;^\WO]\E^U$_Q[_@_P#C?-?M_P#J/_1?]G_> M<$^Z+_\`W6_U3V_+\)K^R M0J;^WB?TMG\:HG^'OX'_`(&LO\8/_8Q_I_[I]+@^4UPW\7*9_2E_QB<_@_\` MAS]KD_XS_P"P_P#T#_G?2Y%TU8IU/]?'?TX_ZVY?PM^3]X1'[X_M_P#27^J> MIRI\K_P#",[_%_P#NO_K'_LC[O@5,?^+TM_2/?PK`_E_?/[UF_P`O]Q_Z?_5? M2X)RU47]7/\`20_\S_H_DS^7_P"Q_:Y6?E?&/VBF?TCO\!6C^%?WO^^K#^U_ MVO\`H'^K^'(U\Y*/9_XP&_TB/[3%_P`#_O+^!P/VG_G_`/HO^K>?@G/7V4// MZG])+^7]7_0_4_M\OPD__I^_^,FY/A?]2GR/ZP3^DZ_A(#^"OVS]\)_?W^Q' M_37^I>/!\NJ#_#,[_2/?DB?VO]\_O5[]\_VO])_:X/E6O_&3#Y]TLD?O=_P#WR'[0]^W_ M`+1^UJ_;O]2_TW]KA9]T4G_O2+_OJ?MU8_?7[R_AC7/[R_NG_K=_='V[E96^ M]^TA_P`??X)Q^V_D_O?0?[U_V/\`]-_L/Z/(J\"_W\U_?@_A=_\`;_VS^&KU M^U_[)_\`1/[I][P*.W^W(_OG?E;_`&O]M_A36/[7_:_TO^K?;>!T9#]:C^^3 M^M_^W?O?^*0G_P##_P!+_\Y%C-(G^4KPU\G^4KP?)_E*\'RK4'^^7?XP_M&?[_`+_%C]>G^!O] MG_[']S^KPFJES?[XG/\`>9?O17\/?OC^`C/XP?W%_P#<'J\'PQYVM_&`7^BB M_?DK_?>_C+_&>2_>G]V?],_[*^OPD^RC@?P/%?T1O\!G_P`&_P`$?PK5/X#_ M`/8Y_P!,?W5]NY4^%B.?M+W]"/\`M1'[;^]OWE9OWQ_J'_1?[F^X\'PK/_I7 M']#1_#__`/)_PM^I_P"RG_[NX/A<<7_%1K^B,_6,_P`&?Q*_>@7[W_U'_H/^ MI>EPJG1W\-SW]#I_!ES_`(/_`(:_@.Y?QA_V+_Z^?['_`'7D(]G!:_XT6#^A MN_AP[^-G\;/X7E?XQ_\`L@_Z8_N[W/'R:_JH#/Z]C^A._7B?M'[9^V5/][?Z MI_T#_G_MG*FNC@_]+X_H1?WEC];^]?X)1^3_`&._L?W#X<'PN>`_;9#_`.AQ M_P!L=_OX_P`)?OZR_P`"?ZC_`-HQ_16?OJT_P!Z[]J_O=P_\7?]E/\`IG_8S[5R_*:?JAYC^&:3_>&_>EB_ MC'^L_:]X?OW_`&9_TO\`J'W;@4''[>K^(_[[:_7_`+Z_AL3]M_N[^Q_=_DX3 ?5LV_^0(__P#'O]^?_P"!+_? GRAPHIC 12 g31989g21m65.jpg GRAPHIC begin 644 g31989g21m65.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-7FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC&UP4FEG:'1S.E5S86=E5&5R;7,^"B`@("`\&UP0V]R M93I#&UP0V]R93I#:4%D3TB(@H@("`@27!T M8S1X;7!#;W)E.D-I061R4F5G:6]N/2(B"B`@("!)<'1C-'AM<$-O3TB(@H@("`@ M27!T8S1X;7!#;W)E.D-I5&5L5V]R:STB(@H@("`@27!T8S1X;7!#;W)E.D-I M16UA:6Q7;W)K/2(B"B`@("!)<'1C-'AM<$-OQ2"72J62M[W439(A"(3$6Q[EDQE3QNCO^.`W!D+[:)[J9UU33WWU#/SL M+NOJ6)TA&;!Y9JFM8_*;=DK%!N=HQU*W6=FP;LFDA=7D9B:XW2=8CIR6+-$C M8Q1'35UE;O'=&`!?=:ZKGF":3O%^=R2Q6/!W_,*OA: M^K!3[M:":[H!&*AKR(A(R2P9N$FY#APN.ZXR40T!*/LG=&P%(DW<%9*Y5Z,Z MIL:M>5KGZKZ:$:]8I2=J=:\V.\WBD^!CU/++3]R=P;FNYA@+9$G^W;WL6--; M6-$(CJV-D8CC<4X(;E:K)DKAZ:0@Q&X,1O`'1$!!&0##$'TU20%$%2T0''03 MUQC5-%%'3&NNN/\`&-<8QX&>G9W?$>YR5VKR#@9E-OF-9CB8VFZ260O;N"DDF@(JJ<@%K<#W9<'1G']%7 M3?UVZ0O3'_`.AK?"375N0=0VM(W1!5PNO&!'7;99\G,I8XDSI: MZ8QG?91S?SF\+373&<>N<[XQCP,T[X^V[D2OH9K,(2')>DGP9?YH#&JXCH^C MC-GC9%7`2M7G3O>.?["1-U]R6A\23?4=-]]=-]M??X&,ES=D=50^6S2P$N;[ M6J*S;(KR4V#8TF>G:`7AV!15):2++/&=E,18%V9N-.=(ZW/`!)I?^N)%('0/ M)9FZ:SN`46@&BM84S3GUB<_?[[8I!CL[NSJ4U("GI5,9PY/SM?=V7$,.]L]? MTZ^2$V4O<(I9TW/>_P`DH2JF*^>F-QD-=TW+F2@K/N.&&E;) M'K8;`K0C\?UJE0_5-M5]^-GS1-+?VIJ;ZJ;:Z9#@&[JEFRSDH?P7W6&SH,J# M^TNJ%8UZX+.P:B26ZP"D?0M?61M4C&W6QKEO6%^??_/M]+,$6[&K23?V>7AG%WZ58J2^8P^5K74JF!R!-PV"S`Z$8UCD?W'A$9(2$ M3=/?MKEN\"&6@-1$*KOK7C_ENR'\V>S9&4F?9;W[9DE+E1="U_\`S6$K+?+/ MNIS#19WR\F.LWC9LA$%!6`#BX2RA6B3>(V[C$!6?*]J'@_N/M/Z!BNM$_7Q0 M5+-]&?6_1LOKPQWO\RKG5&(Q%@M2+1D!R07B4_Z,7;@FEG9LA.#T[M1(2.JX M`NRNI@/5>O9%V"5#!(3^E:N=>B+K3WE=3I(WM6+"L)E964L9 M]OQQ`>`V2.Q45$P)QG)NR`ZKBVM9Y.P91/,=Z3O9]9.-N+X>WUL]U@0=(]23F-&/^]B?9O?3@[JO$;AWJ;M!!3UGLLE-U4U7#!C M*N]OL,NR3%ZT%6$08GANTET`:);H]O)\GMZ2E MD$ILD&8BMO:]+J&/+@:YIF[$!L71W:E$WS$V:9L+T[09HE]N3&F*V0MUKUK1 M[MB60M9X3,)K-@D9:#O*F9V0CS@N#NDCJ2L@`3G=!/*"NNH5WUGRK8%P614- MXUM*X8\RBDFR5A--"7TVO4@YPGA\K(9O27O3?'%]76+6C%`&\A%CD60GY-O2 M-7TPW;;*_+H$J%OF_8:PL^L[XIL(APR7HW'C4+8%16/'F]-%O2(+=P\RV4U% M(5&99PWW1%T_5X,WUU]RB*7KZ>!+&7IS1P6"%>N?NGH<8=CW?"]5$N](B)Y+ M6$TW.=8`\S5D']WPY5]F2LJ:I;:[;:X]V,>!6=X=0<3NE;6C=V&-U$\UY&)&14#!$X-4K[;EE[U) M8CBY-;&HZ+-J?Z!)!%8_?9)+.X6UQ+]G75?.W-H3:7=MNPV!D/A:3?'6!P&-.CA*Y&6ID17_@&&M[<)[9V],:YS@,8[A[5K+MXXBJ79XO)2O6 MJ5&G?_D+E@*1.?4G2(L0_=X58;7L2O)0C`:@IT@AN_(<6;:5-3J?\20CN2!H MINW%@W\$IWK:^6&*0N4Q6*?7KQJVL.[4ES143FT%]+2%B#=&W#?$)=:%>EJ5 MI2<,?V@4K]@#"%C7["!OPZ/(JV%-\`L_3<89K=L9#E@ZF3:2^LGDY^@L_O)P MW8L107N"XRVQ&05?RW5C,7EE*F$4`DY(3O-71=?.KX[CBMJJVR.7%7(5&=T( M&<\V']G_`$*"98S-3E93:0?6[Q)`13WP^*0)E`>6ITZ?F,;90S!QI5;JB.`& MB1%X(:FZ)I:$M.?D-WT\"EW"T)S"6%"TFRTA(]USUPEI8$D[$NV'2EEK2K(8 MT,LL2LQ'G^HY@E&Y9$:;Y;A[YK'8P\2=F0<[!>)`,$UK+$G$$(A)9$(\T#SW MS[RI`V*=5'5-SRLV"4E5.TE3UZR^P*R19!!H66;0B,`>!^F\:*J^MQY%RW0RJ,XG5"U/$9UTS<?^?-([&:2OIK:'2M;(GY,>:1&1ZB7.S,U'?C4%SY'6L0E@T0:S3R" MVYU/'),,>B'4P0/5AX!X"8SWKH!QG#_17,T>_P!\WRQ9!&E2+Q)CB[Y&H38VDBB M-!]+S-MF,@>)3'#9,RQ.+,N1@, MZLJ(>C_G&@N=4_MO)%$?VTI)ZCH83ON1G&V/FSG_EZXQCT!QVII:V)N#:&5 MN!:6IO1U&!;6T5`($-#3U]J(P@VB:"">,YSGTUUQCUSX'8>!5%V4Q![^K.8U M7/A"MF*91B4199V9U4`)3'4)=&G>).KQ$'Q44M6/2'#$^E()%I:9VU36WTVQ MLGOOIL'64KSS4'/C&LR57#0&%5P&:!Y#)"-UG:9R_=C"_`;"I?+W-0I_D1`0 M^V^J&"5]TAM5-M4-$M,^WP/F;V]&/R%X:S'-HT`>E=C$/@4T^$K/RZ>U3_EX$A>ZDKYUFR=M:0>#;7. MU1,Z'Q6TW>)-3Q+HRS%;&DZM+:]KII/0;$HXF[K$AC%#)E9VSC?/KG&0X%RFPW;)H$E?W]TY>0\,C\AL_K2;QI`Q>:.EI$.QGXA3M8;ZJ M,7N25ERU;-`!4$$MDATL:AKE"H7$ZXB$8@$#CS5$H5"V%JB\3C#$(D`S,$>8 MPD6YI:&P-'&J0P0`(^B:>N/^FNO_`'\#NW!P`:`#G5U.#;&ML#)<')R<"40@ M&\`)'HHBS]) M7?4Z1R,W3\9O04*)<&<<02P M*IM&'\YU?'9O159IT]2[HUQ],<.J:YT+<#E(]7[!JI_.Q3)Q3J1L68$(B>9\ MGHNNIKKKC4+A@5$TG59$Z,K2HZU@!=GR`R5V27#H3'(Z5/I,X+$D&OTR(:FX M5:2NQ1!BRFZYFRRFVZRFWKZ[[9R%K>`>`>`>`>`>`>`>`>!U;V]L\:97>1R) MU;V*/Q]K<'M]>WKV/*W&Y9JA[8W,)E MWA*;Y&M=BK.FC2WID[;,49^0=NW012<30,+:>!=])<[-E5$E3263*4W)>$A9 MD&>:W-.BU?VSL(D>0Z;-$3B(A/\`%U7$/SE\;X9HZ&`&KE%'JW@,7X M!X!X!X!X!X!X!X!X!X!X!X"#?9E&::EO(NI3A4DGD`HK=*LDKA-:3`24H>4,'JNOH"?WK4W.L,,AD MD^QWJJ^;IK=P;64&(09IK*QJZX;8LI`::-;Q)Q>=8,3#%2B1T%MT?[F7&MGQ M+^B(NFF$/8&RD-_C_P"5C_\`K[^:_B/U0G\M_&_J_P"5_2?%C\#^?_2?_4?J 8OA]/A_&_]/M_\?\`'@27P#P#P#P#P/_9 ` end GRAPHIC 13 g31989g26b36.jpg GRAPHIC begin 644 g31989g26b36.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0K&4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@`````````````!B@```S$````&`&<`,@`V M`&(`,P`V`````0`````````````````````````!``````````````,Q```! MB@`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````""D````!````<````#8` M``%0``!&X```"`T`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``V`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#U!N3CN&EC1V@F#SM^B[W?22&5C$@"UA+N(<#,G;_U13.Q,5Y*'!XJ;O$>Z/=I]'W?20]7@N]/BIF9B63LN88YU"?[3CZ_ MI6>V)]PTGZ*3L;'>6EU;26C:TD#0?NJ(PL0-:T5-AAELB8C3DI>KP5Z?%D_* MQV!KG6-`=]$\@Q\$PR\8_P"$:/ZQV\_UH4F44U[=C`W8"&`:``QN$?V5%V)B MN?ZCJFN?,[B)_P!>4M?!7I\5SDXX$^JR#I]()'(H`!WM()B09U\X^CRH#`P@ M`!16``0`&B(/+5,8N.`&BMH`.X`#OX_BEKX*]/BHY..T2;6`1/TAP(_\DU(9 M..9'JLTY]P41@X8!`I8&F);&FGT?;]%(X6(00:6$'D;1Y_\`DDO5X*]/BD9; M79/IO:^.=I!Y^"FAUT4U%SJV-87_`$BT1,>*(BM-='/S+,AN/D!MKQXQ MW-<"-"_[,YK<@>CZCMWZ5KE2=U;JU8(915D\'>+:@&PUF^IWO9^DWO;_`,'_ M`#O\W7Z2W4P``@"!X)"_!6GC]K__T/54DDDE*23)2$E+I)I"4A)2Z2222E)) M)DE+I)I"4A)2Z2:1XITE/__1]+SJVO%6]I

![6ARJVUU,9-6/ MZKR8#36YH^)=Z3E[V*@.HYC,?)<&') M92?Z8S8&0=;G5T[][V87[F[?;Z?I^IZB!C$FR%:M.ZO)?>VUF%?2`/_V_SM/I_I/YU(Z;`(KQ88W4'.+&W=.#*RT?K&EDZ`[HKJ;NW_O( MMN73[?1J#7[V$'TW-T#@7>[8W\U`Q;ZZ6U8SLACF;';-\L+7!V[[+ZCW;'.H MJ=L]/^>].E.[)QW>GML:[UB17M,[BWZ?^8J^3+(;6/)>(AMGJ>3^ZS[C_P"2 M43U/(?6[:*W2#!;)DQXARK%9=36XW7?0P/YJUI?U"AHBJMT?H[Q_H\BW\ZI0 M>]DOYBRQQB0/@+^QW&?LX-`TT`'\T[P_XM`NP\7]-91=D;[![:6MAC7%S';Z MR_'M=7]#;^YZ;[/T:#DYEE+GL9;57Z3&VN#@YUCM7?H:F-]OJ7;6L9].W])Z MGIJW]JO-K*F$89=4;G.R6;Q#2!97^CNK8U^/NW7;[%8QSO\`1#$1XN?91F$O M:RG,(+@6%ME8B'%WM_5M_P#(VO\`\$K&/C.^SL=D69E-N_IC^MZ?Z/_`(7V*%^6 M[-Z0;&.]NV`YKG[O MHT@@CR<$@".I/FKZ/\`_]+U,[-XF-\';XQINC_H)SY\ M+Y6224_4>8UCL=X>YS&0-QKG=`,NC:'.]WY_\A1=MVC;&R/;MXCM$?R5\O)) MD]DA^E<]F^AS++&U`ENRRT-'Z+UD:R=-?-5^GG`-=GV`,#/4/K M>GSZGYWJS[O4_KKY\25?JR#Y3OT_N_X3]'5_9?3=_->GZOZ2=NWUMP_G)_[4 M>IL^E^E_FT:_]GPW[?Z$2=GVC9$Q^DV>M_)^FOFM)6<6[&7Z;RVXGZ-V:Y@H M!(#+`/3+S_-OL+O;[&M?Z6[]'[_])Z2M5?9OLS?2V?9]OMVQZ>R/S=OLV;5\ MM)*S'987ZF(]3;N]/=[)W?F>I_-_V_35QFS:-D;>T<+Y M723D/__9`#A"24T$(0``````50````$!````#P!!`&0`;P!B`&4`(`!0`&@` M;P!T`&\`826&A4F*"(U88&>'Q0$DD+`VUC(WRO(9$RM2 M-SST!(!VL%7OH0QKG=%J_'Q9*?2MZ6#47(72>QM!1+9X@VK]JM0)RKU1NHBVG52VU>]5^+ME,L,-:JS--BO(F>@)%K*Q4@V/T@"K5ZS5605`I@$I M@`W20P"4P`("&?5[2\M+^WBN[&Y9-:O%6O8X.:1YB.B^%W^/OL7=SV&2M)(+ MV)U'LD:6N:?.T@$?MCJ%Z'-E::81,(F$3")A$PB81,(F$3"+_]#[^,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PBI@BD"IG`))@N9,J)E@(7O3)$,GH`3"/OCF-HKN MH-U*56=SMH9N.RM:=E?+18H?BGVJ:U([ M!I[5":@M!%2*([ADKRV(%S`/:'LU\@/:=?9J!0AQ!H#4NM/5OS"4J4ZNW2HL MS&J1TXP9]_\`/,^V>`9-['*2`BDG"1JC?]K4,W*H\5!3I37:F3`5.'DL<[*Q M3V%TX#%R,VO:*[Y`=6[NFQM.AVU>:^JYA'7OXO)MP\UOD;1A.6BDW1N=39&6 M]6N#>N]U>HW$,%*.9(#T[VK52M4F#95JHP<97(&.(8C.*B&B3-FCVS"=53NT MBE[Q==0PG44/VE%#B)C&$PB.;5C866,MHK+'VK(;5FC6``#R]!VG4D]2>I)* MT\AD;[*W\>?6>\ESCY!4Z`#H`.@'0`!>@S;6FM2'B.^'OR)YF776 M]FTKS-NG&"+I=6E8*;@:N>\D;VA^_EBR#>7=?1.^U!N*S-N7N0[Y-8_9'R&` M/)GIL#G+'%0SQW>*9<.>X$$[>@`I3UFN7F,]@[[+36\EIE7V[6-((&[J2:U] M5S5\R_$SC#S;Y4\R.4'$)EXAF\*7(\9I/9$7)7EU>MMSC*V+:[VFCK%51C`H M['BUXI.574%X7O'2PHD`$Q`XCVP^@9/(XC&XK'91V#A>VX#2&[6#;N9OUVFM M--%\^QF.R^2RN1Q8SDS'6Y<"[<\[MK]FFX4KKJOL.X(<;MF<4^/L5J+;6];! MR)N#&S6><6V-91L!I%5A./2.6,*4UELEJE!;19""!>EUV.E0>R0O6/R[,W]O MDKYUU;6;8(BT#:*4J.WH`.ON+ZGAK"XQMBVUN;QT\H<3N-:T)TZDGI[JR`W+ M`WVU:@VM6-56=M2-H636UY@=;W-X!S-*C?9BL2D?3[.Z*FSD5!;0%A<-W9P* MW7-V4AZ$SC]B.E:/ACNK:2YCWV[9&ES?W3007#LU%1JMV[9-+:W,=M)LN'1N M#'?N7$$-/;H:'1:__"FT!S?X]Z8NU;YP;B6VQ;9B].)6D)/KY.;+EJM7"I*H M/F\A;[`S2?."3LF`O6[8KATFU;G*'[2H91!/MZB#*.HT,!/ M91HZ=!T)H*GRZKB<:LLQ8VDT>8NN]E+ZMJXO(';5Q\IZ@5-!Y-%M)SSJ]&F$ M5-99%NBJX<*IH-T$SK+KK'*DBBBD43JJJJG$I$TTR%$3&$0``#I'`!)``ZH2 M`"2>BZR*L,!.]_\`,U?-4DRD?9N_P"\[CO_`&-9;N>^[D_9[71V MNR/1U#DW,>RF]A%?***#9&/KL>#3R&J[?(*:_]+[^,(F$3")A$PB81,(F$3" M)A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A%I3\?^Z6^ MD>'%>7M,M%@J;V8V'KBMRKVMR[^$>/Z_+2KDLK".G<A$L;7`,<14`T('0]>T=B\ES::6'`S&*1S29&@T)%03U M'3L/:.U9Y>'[Y.!G"0!\@AQ%XV](?[C5,SC9O^>T/DZ1ZLY3BX-<6MJX#H-*GR575 M%*BIZ*TU]I][N$&=",N(U61*<%DH^)[XC!;L=(IMGTVF1&9.?M^454B))='0 M`MS"';'P'+..*',1%K/\`?H)N>[,4 M_LZISH=MO+H+%1\AP!-8H]/>B8WD#Q_#^5\XQV2[H.AD,?C)K5V0QTVT=K:&GGUZM/I'D63F?<5YA?*)X0G_OJ MO%;_`.^_DQ_^%@WSZ3R?_E/C?]I%_(KYKQ?_`)MY+_;R_P`LK#^,=8^1+;QC M=%U/C1=I6H[9NFI=74.@/4I8[&-C+%LF?V90QEEQ62>,XX[5G/'4]N!NHNR% M,'"70JDF(;G%H[$\6O)NAZ%:?*I+\4P@7B7W(;7-7>&M[?']RV. MY8=1U&X"E`!3]==RQX]=86SS5Q<9#OG26SQH10[2:U)-?UE;'_HZL_.S7!'E M@XF)J6EEVNV[65LO)2+Q\LW*.G*@<2H*.EE3I`)PZ>@HAY?+FQSEC&9G&!C` M`8AH*?'1_Z+[/3L[1.81YN:EIDS:VZ;*W-*R+R M0,@56&V&*A41=K+"D"@D#M`7HZ>@.GJRSQ#8QDV+V,`]5^@IVM5?AV][X3ZS-37LU+CJ9Y&-9%XWCW9EN1&ZD5C.622Q&R MXJHI%(83E'M%*`#Y`#&`8P\+SSBP%P=+UIU_BHTY`]XYI@6AY#2V+I7I_&R* MP?C,;DD-[>)GK7A!NO>\OQYXA04;0!N4VW6I(:QW;X57,:0LEU9 M6U@UE+3+;%K#.,BZ^^,58MIA;YJU@"3N/B5VI?;XD[-^,DV5'NP,*0H+UQ\R M9-\XM.1XH-B+30!IJ3^Y+7G4]CJBA]VHMDX8^'YO><;RI=,'"I+A0`_&#F=@ M[6T-1[E#M_\`Q.>-!_PR^(OY/$[_`*9YY?YUQ/\`%5U^%'P+U/S7EGXUM?P1 M^%?_T_OXPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$6/7*#C'J_ESJ.7TSMQG(N:O)OXV:;.8AVFTDX>P0JB MBT--,122,B?\:-VUS2-"#U'O$$'0A:G=(<3?$EX5[:@J'H MR_4OVBHSZA5%NY/6S2+%VL8%72`F M'NB?0T_*,-Q?Q"XAE8; M+"WT-WQU[NHE=M8P5J:MJ7L=K3NM[7'JYO8-V=3@K/''?2=NMJMCF),KTS6 M6XK,RT))2FU8F59-C+1T4U9^WO0,0&Z"B9WW;;]L3`!W)>\+TIEZ3%`0$0`/ M+GS7(8R]ON>X^_M8"ZRMV,WOZ;6D%]6U[7=1ZHJ14$@!=N&>*+$S1/=25Y-! MVG3K[GG5YL^E+B+Y1/"$_P#?5>*W_P!]_)C_`/"P;Y])Y/\`\I\;_M(OY%?- M>+_\V\E_MY?Y9>0\1+__`*&N"_\`R9/_`%GW;+<'_P`CYC_M?X#55G?^>1^H>,UUY9\?>0UUKFEK[. MS5,>1!-DSL548EQ+ZX6O%=O%4<3$VZ91;.S0SR4;F(T.MWKH@+BF`^SGZ>GS MFPNLA#C;ZQB=+"T.KL!<:.VEKJ#K0T/7LZ>50T5 M;N#FU/2HJ.G;U\BC\NN2NHN3/CZ\(YG2]NAK[5=8V'C]J=_<:U((3%7G;)%[ M7NESE5:Y,L^VPF(QB2](M!6UQ2N3"L2UB(78U66G3T M?(&\7O[^#'Y279D*4#FU:6@]0'.(V]:]`:T/DKUT1>(QP#I?A4HZWWMQ*YP6 M12Y3EY2A(BC)V"*C=K,H]K&R$NI;6<_K]]'MIJMQ;N/2:/TW44T:B=\B03J" MIW)O8X+-3XS,.[US MZ!M0'TH3NJTBH%*&H`ZC6M%V'\.!XO'[F0_)\3_!W,?9'B__`%G_`,7^RI?: M_E/_`%?_`,+^PO_4^U)?F_Q`:KK-G/)/3B#ANJH@NBK>H,BB*R)Q3524(+H! M*=,Y1`0'J$,\J[G'#V.8^W7#?RFLOPK?A4OS:>('Y&Y'\`_X%E7GJUX=, M(F$3")A$PB81,(O$WG9%!UFQB)/85OK]-CY^P,*I"O+%)MHMO*6651=N(V#8 MJNCIE<2;Y!@N=)$O20P!T3AT](#AV2Q[, MA'BG7D8R3H^\$6X;RRI&X-UVU!%?,49A\I)BY[$E`=A=H M'43;*V*(AGP,Q9REZ.L,TH\E82WT^,CO(W9&-@<^,.&]K32CBW4`U%#YP MNE+A\I#C+;,RX^5N)F>6,F+2(WO;6K6NT)&UU0/(5[%==%J@LYV_-IX@?D;D?P#_`(%>C7>W M-6[=C7,OJW8E+V%',E2MWSJG66(L!(]P<#"1O(EC';A2/74*43%(L!#&+]D` M"`@.=K'9?%9>)TV*R,%Q&TT)C>U]#Y#M)H?,:+SN6P.;P,S(,WB;FTF<*M$L M;H]P\K=P&X><5%>BFU?9%!NTQ;Z_4;?7['.4"5)!7:*AY-L^?5:9.9T4D9.- MT#F4CWIC,E@!-0`-^UF^`X?*8VWL+N_Q\L-M=,WPN>TM;*SIZS"?:'K#J/*%[;-UVS=7-3")A$PB81,(F$3"+Q(;+UP:S_0DNP* M2-S[8I_1(+7!#9^\*(E,G\P@_P#G7ME,`@(=UT@.:/UGC?G7S+ZP@^>_]7WC M=_\`T*[OUETOJ;+BR^LCBKGZN_ZWNG]W_P!/;M_773[.W-J[3#&'D]I7.)I4 M=8)!Y%1#Z9%RFU>R3&&DK`X9%70;KII+_-42X43*H).^.0$T^TJUE* MAKGMC!H2*C]IV")L-&DJBS4 M8+RJ,G8(6\Q%;F8N&&/?&R81ND,=:.K'(&/(::4H5LE=A-7T.A+&AS@#V$BA7K<#P3E_)XC<8+C]Q<6P)'>`!L9(U`D>6L) M':`XD=J]CJK>FG=XQ;B8U'LBHW]DS$A9`*[,-GCZ+,IT]T26BA,25B3K`'20 M'**0G#RATAFYBL[ALY$Z;$9*&X8W78X$M_MF^TWS5`7.SG&>0<:F;;Y[#W%K M([V>\80UU-=KO9=3MVDT5U\ZRX:81,(F$3")A$PB81,(HC]\SBV+V3D72+*/ MCFCA\_>.5"I-VC-HB=PZ=.%3B!4T4$$S'.8?(!0$6.&%A=*]P:T#J22:``>4GH%Y^D7JG;*J\9=:!9H6XU&:]M^:;' M7GZ$G#R/S=(.XE_[&^;'.@O[))L%D%.R(]E5(Q1\H#FO8W]GD[6*]Q]TR:S? M7:]A#FFA+30CH:.!!\X*VLEC,AA[V;'96SDM[^.FZ.1I:]NYHTUFE04C:+C8H.J5J(1]IE;!9)5C"0L:W[94P6?2DD MNV9-$Q4.!0$YR@)A``\HAE%U=6ME!)=7EPR*V8*N>]P:UH\I\D-&QQM<][CY&M:"3[P6+,)X@7#"PV`M8C.16NAECN$VJ0OY%W M#12ZZI@*DFWL$PR80#@5#F`"B1T8!$>CKSRL'B#PNYN!:Q MX!A]YR]M<^%7B):6OSV;B5WW%*^JT/<`/+&PN>/?:LP4E4UDTUD5"*HJD(JD MJD`(+26N!#@>H7/,K"81,(F M$3")A$PBL^WY!:0=ZV?[B:[5HJ^JXMV1C([!2L4>>ILGBDFRAB-7,T"PLDEC MRTB@W`HFZ166(7K$,X[>0X-^,DS+H(\Q"XDL M4D$LD,S"V5CBUP/0@@T((\H/0KRE\V10=70[:P;%M]?I4&\E64$TE;))MHIB MXF9$JYF$8BX='33.]=E;*"FF`]HW8'HZLU;_`"5ABX6W&1O(X('/#0Y[@T%Q MK1M3VFAH%O8O#Y3-W#[3$8^6YN6L+RV-IW[7\V>U_M??=GL=OR=/3F/K+'_6 M'U5\\C^LN[[SNMPW[*TW;==M>E5CZHRGU7]=_,)?JCO>Z[[:>[[RE=F[3=3K M36B]MF\NTMNT; M3,"C9K^ZL3*$6<*MA>5ZB7R^G:B@RRG([IUEB M60NN0`:23P05J0T!IGDC:YQ)`#6DN.M*`JW-,Y8:&V22I)UFT6-9#8SDN`\JPQR!O;&$.L MXC),&7-K*8FMD9$=[8IGEKA)(QNPC?U)VT:XC(]-)-%,J2*9$DB!V2)ID*1, MA?@*0H`4H?%GI6,9&QL<;`U@T`%`/<`7C22XDDU*YY)86!_'WP[-`\:N26]^ M5&NWFP5]F\B9"Z25_0L=BC).KHN+Y?2;%FPK\4UK\<[CDR6`@%0!5TX%-O\` M8")C?9YV;[.WN0L+/'3AGS>`-#:`@^JW:*FIKT\PZKC6."LL??WN2@+_`)Q. M7%U2"/6=N-!04ZZ=3T4+;WAN<=]U\N=711NL!8W>4M\M*9/G46VE"-OJDD5%//Y5F;L*D0VS*!>-;V,STE>V#3[ M-2)X\:NFUD20UKA7L#*&8.547*3=Z5B_.*1S)J%(IT")3`'0/*@F?;S0SQTW ML<'"NE0:BOH76GA9<036\E=CV%IIK1PH:>E8P<)>".D>`FOK7K;1CB[NJ_<; MBI>)A:]SS&P283"D)$P/=M'$?"P2"#`C*&2$""D8_>&.(G$!`"]#+YF\S4\= MQ>!F]C-HVB@I4GM)Z]5SL1AK/"P2V]F7ECW[CN-36@'8!Y%CQRQ\&;@SS"V" M\VOL&E6>G;%F%$UK1:M565.I.+@NDCW!'=EBWD7.5][)B0"]X]39HOEQ(7O5 ME```S?QO*\QBX!;03-?`-`\;MON&H-/-6@[`M')\4P^5G-S/"YDYU+#MW>Z* M$5\]*GM*M#!>#9X;?%VTZFY',I&X:Q6XZ3];GB6V>VBR)6IFTL[<@>'E]D.[ M#%.4#.G,S(-H_NF:T6T!,$R$2(H)SGIRO/[R#&Y!^6O;>/'/&U[WT:U@<0P` M.J`*N('K5-3JMG#>'4%YE<;;X3'7,V5%71QQU>^0L!D)VAI+J-:2=M!M'0+( M_G/X5/$[G\YB[)MV$LE7V7!Q@0L7M36LLR@;@:&246<-H2<3E(J>KUDB6KM8 MQT0>,57+8#G*V70*JIVF'Y)DL*'1VKVNMR:ECQ5M?**$$'W#0]H*KS'&\9FR MV2Z8YMP!0/8:.IY#4$$>Z*CL(6$&EO\`HX?!;6%XC+G<[!N#=S6%9BXA=%$R* M$GXS02[WBXD#W:5\A"X]IP+#6\S997RS`?%<0&^^&@$^Y6GE!6^'Z'5']RU< M_P#H.,_RKGC>]E_ZQWI*]IW4?_5M]`7_U?K>YG\9>-U?XL1W=OQZQ9=-M)7->V")KP[:3N#@P$&O6H-5]<\.^9\PNN;\2L;KE>2DLG MWT+'1NNIW,-UOXA:#LMLX^:0M%CF:&T>2] M@L6J*'-S2@LX[HAC([J=C&C:WHU MK7AK1Y@`%=7=',6=K6WS<=./NF9;D'NUA!-;+;XIO:8FCTW7<&_!`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`YAB^%X3+MR>6N6,)`C[DQO>31KQWDM*,`E]%#VKL`A_ M50N_9?VS.5]O^1?,OK[["3_9G;O[SOH^_P"[U[WN*5V[>M-U*>OOV]5W/S7< M3^L?LQ^7YMWVGIW>_HK?\`B0;'J&W>,_$' M9E"E2350NG+32VH75\(,1?X#F7/L-E(# M'?V^!O&/;KU$EOU!T+7"CFN'1S2".A64EEV/KMIXB&O=7.].14ALZ4XY/;5& M;R/854IF#JZ=HO#-2B(UD(51%RR5>1SAP+H7Z8@9X8O=?8=)O4W.2QS/$3'X MI^&8[*.QID;=;_6:S?*.ZV;>HJ"=V\>UIT7B;/$9:3PFRV;9R"1F%9EQ$ZS[ ML%CY.[A/?&3?4$!S6[=A]@'=UZ>+MG.#:5FVG?=9\3N,,QR+1U#-$@-GW1WL M6MZOJC"QMU5D9:IUZ2L[11M-3$>LD*2IR*=M-1,XE;JH]A8VE=\XRMUE;_&< M2XN_)"S?LGD,S((P\>U&QSQ1SAH36H(/JEM''HV/AMA+/"8O,\ZYI'B'7\>^ MVA%O)UU6C'+AYM$-P>)?R6NBU2LE!EE-!U2#L ME(MS8K:?JMFKQXKU!+7`.:>K7`MZTJ=Q5P_U)6C_`+W9O^UCG/L5Y_D=U_@W M?P2OS[8?Y=9?X5G\(+2KX56G>,MUXDP\YM/5FB;;;%+U=6RTQ?Z1K^>L1V+= MZV*R;J2%BC'4D9H@01!(@G[!0$>R`9\4\*<-QB]XC#/E<58379GE&Z6*)SZ` MB@J]I=0=B_1GCAR#F6.YY<6V$S>3@L1:PD,@FG9'N(-3MC<&U/::5/:JK*OZ MJUQXKNF8#B\RRWQ.-\6,+;\29$R*2UE^=QPT[IH`>1N#?58=P8=HI0[.@W M=8R7>P_,);BO?.)=&';7/]>1NTR#<:DM,G4AO3R>@-Y; M&UMRG\0:EZ8T18=][.MF]WDVT@VED@Z)4Z_`0+^W-'LQ:;O9!^:F"JSV5139 M,@`%GYB*E*=/L=(ZG'\[DL;RKQ"LL+@9+_*2WY<&A[8HV,:9`7/E?ZHZN`:W M5W6A%%O\JXUB,QPCPIR/(N3Q8O#08L,+S&^:61[VQ$,CAC]9P`:2]^C*MJ#5 M;)N,7+&4W9;=DZAV?JB5T=O;4J<*\MU!?V&-M\:\A9Y`JL?8*[9XENV92+)3 MO$Q4*4IDTRN4>[7<`8QB?2N+\MES=WDL/E,2^QSUH&F2(O$C2UXZ/8]H`(TK MV#_P"EZTL#NM6G9\U9BLC>1"2.W;;R7,C&.]E\^QS>[_M*5U&X.:X M"[.J.<.J]CZ6VCMZ:C;'KIWHL)UKNC7=G:$+*6V?8;AFX MU!`<"!PLYX:YO$=O):.HH;\DN#=@;\<1B"6T]E2W!35MD-M?*HD?(7ESKSV(CDC8\4<')V0K% M,DB(JG7!`HK#Y]W/.31V'U_+P:0<;V=YO^<1]\(J5$IAI6FWKMKT'4NV]5ZE MGACPZ;)_9>'Q+B/+N\[KNS:3"W,X.TPB>M*[O5#Z=3T#=QVJ[>^N?>N='U_C MM=2UBPWREQ6N1Q!#9&R>P7;WL?63<`QC-CG%]'5;H#TK;*4YZ[GU-+0$]RBX?V M;2&D;=/QT!&[0:;*J>P5ZJK*@(QSK8%9K;?9K$S6]QRGA\MC@YI`QLXFCE,>[0RL8*L![:T+>H`<>B[,'A?QW.P75K MPKG\.2Y)!$Y[K8V\L`E#?:$$DAH\CLH"'='$L::JR7+[:0:F\2_C+=652L>Q M)0V@K5#5BF4Y%)U-VJQ65]?H>"C6BJIBM&3-9Z](=R\5'NFK0BBQ@,!.R/$Y MAE?JCQ,XQ>LM);F7ZOD:R.,5<][S*UH%>@%35SCT:VKNM%Z3@.$^O?!OF>.D MOX;2'ZUB?)-*2&11QM@>]Q`ZD@`AK!UN3+JL-DT(R1.51---4%#'56<(@9LDD850] M-8I(]4`U7CQKC3O&"0UVO5P3-&9L4NT?>V3+XQT3D9)D2$R+A,Y%#""A2 M;N:Y=>VV:^SG'L&Z_P`NV$2R5D;#'$PFC=SW`U<>AV@#H003U`YW'>"8Z[X] M]K>5=J6[CYN/1T MCI?>]:HOXQ8>LEND/:F#Q**^,1^&_ MAX8>7=X;6UG%H/FLK?GH<^W$AZG_`!;NP`:2UWUH-%EE/\X=LWJZWJJ<0>+D MOR(A=8V!:JW/9$CL>JZSI1[,Q#_-6!J;JR$[-I6CS'*555%8HE\ARHG05164 M];<R^41_Q8=V`@^0N#FN:,AN+_)R'Y(U^V=_49O6 M6S-:V-2H[4U59ETG4Y2Y[LJJ,Q]M2;LRRL)+(H*"S>=P@"YD%0`@=CI'T7%^ M3P\EM[O=9OMX:\A M[VVN8P0R9G2O0D[7M)&YFYVVK>O5=]QKW-;MZZ[7NMUTK>]#3"5CDX,M'V&T MDV<^JR8-8YPA.D1EH"N.ACWZCXZ:8^SB03('Z#CT"`;'&LU>9W'.OKW"3V$P MDJ-E?:"JIN03,F`F``RGF#<[)QS)P\;B+LS(T-91S6$!S@'N M#GN:`0S<6FM0ZA'57<`?QJ'EV&N.7S!G'XGN?+5CWAQ:QQC:61L>YS72!@<- MI!;4'HL'=I>'3P_UMQ(M[ZU5-E7[G2]62-AD=ROY^6^F*>PHZ#4?%L*\E\\` MU?NY&UB`$CR%%LX.J5N@F`F3Z/#97PYX?C>(WC[NT;'>PVA>ZX+W=YWP;7>7 M;J$F3X@]4U#6C1?2L)XM\_S'/+"*QOW2XZYOFQMM&L;W7<.?M[L-V5:&Q:R' MUF@%[CJO#4ZR7O;^A_"DM^SVD=&RN;_,8'PGO,HQTET<@"XNZDAC9VQR./EN;[LC-O\EFN<6>/C<;F7!PAH`]LMFD)8.PNH<+ZUJ%%[/S], MY><9K!-03*HS;1UIN"965O"O(BYJ.HMJA4WZ3J108@P4."JHI'.4ADD#*%YHC<#;M#PTMDJT",U(;L)J:$THVH<5XKR3C/YQ+S/ MN;%:W&`R,;'F5A%V\QEX?"`XF5I#7/W@4%0"0YP!V"..W=OLR(*2 MM.J:ZE?([[L6@VB:=M*Y5A=)JB!5VI;%,-142\AE2`)"^4P9]"Y;FG<>XWE\ MPP#O883LKIO<0QE?*-[FU';HOE/!./-Y7R_`X"0D07$XWTU[M@,DE/(>[8ZA M[#U[%B9P3X>:KK6DZCN7;-3KVR]V[AA&.U[WL+8\:PM9RUI'[\3?$#.7G([_CV"OI;/C>/D=:PP6[G1,(B/=ES@S:7[ MG-.T&H:V@:`2XF1L3B-1XO?>F>0/%JQZFTM;*I92-=K046\:UZJ[,UT^.V+, M1"L!6FJ\66PJMB+)IK>SH@J=(6$6?PO(>*W-I97D4M)VM(9 M'-":;F[&`MWTJ`:"I.XFK6TCB.>Y*?B_(>*\VM+[(V,\-;9[@9);>X;78_?( M0[NP:$C<:!I:T;7N!R`Y,CH.;L=TBX51]#R;E<7'WV%C;V$EYF[MQ$-O&0 M'.V]7.ZE!/C^:Y6++6.(Y9QEV-ENR6P2"9D MT;WC2-SF=&N.C>I+B0*"M5W\KX=8.?!9+/<&YBS+PV+0ZYB,$EO+'&=96MD- M7L;JX[0&@$[C2BY;.YZO:;R%NO&"BZ%M^V=M0L+5I2FQ$!8XR'C[6>?AFT[) M*SLW+1H1-!K];8N2@XD7:S@IUE$R%2^S$29RG/GV7(KWB]A@)KO+L8QT;6/: MT2;VAQWN<-L3&`]7N)J2`!UZ8POA?'D.)XWFF3Y1;V&!DDD;*Y\;GNBV/+&A MC&NW3R2.'JQM#:`$EW3KVV@N95UNNZGO&[D+H>3X^;G^B![W6(X;C#WRM7.L MI.5$'*\5.PC=)HD];`DK^UIJ/$3^QN>TLDJGW&6\?YG>WN;?QKD6!=C\UW/> ML'>-E9(RM"6N:*`CKT!<#M=5P(VJCE/A[CL=QR/F'%.3LRO'?G'22#4=2&$;V4:YIW*#LGFG?W6U;KI3BIQVF>2%SUB#!+9L\>\5W75!I MDJ^$YTZX:QV,@LIJQD31.15H15N9-0B@%%4S==,E>3YKD'Y6^PG%..OR5[:T M[Y_>LABCM5V"69SJB45+ MI%6B+-6[`R;LFUAK[\AR]*Z2)2)F43Z#*)JHJJ=/C'*_KV;(8V_QK['/6A'> MP/<'>J[V7L>``]A\H'2HU!!/&YGP<<9M\7E\7F(\EQF^#NYN8VEE7--'1R,) M)CD;Y":FAZ`M>:>.Z,<[MX M$<,8>&]X7EH#G.`>1&*&C:U.B]9E_"2QXY8C)LN*_&T^Z4M-SH5/8M^L^S(#6U48 MW%,O]756`1DF+Y[8'T:H51-TH!T/9U4#`9,2*(J*;USS+,7F4R>,XKQKYZ+* M3NYI7S,AC$G;&P$$O+>H<>E"-*%I/-M/#[`8_"X;,\WY@,<[(1=[!!';ON)3 M$?9E>6EH8UW0M%#N!'6H=9%@I(^16 M!VR6CI&"KR"6!LU-FU^T@/(`%*T+2">?R/@5GQS(<:DFY-%+Q+*#=%?,A>:1 MM_AB;`V2TU?RJB[%H5-SJO\:._+O;;HMLNN M'1:7E*HTD)73"M3;L%9V034B$`4-/H=+$06[!4Q,4>GY[X89#)LQ?*XKG``X MKYU=2R2=\SI+W<>ZV[L#]'J]:4JOJWC/BL/)FN#S6G*"W.?,K&&*$6\ ME3"99MMV)2X,;ZYIW!]?I4FA67>D^6VB]8>'_1N1?XMT]-:T44MS"KZ@J1 M_5HLL960,MXW=X=_?2-V,)#-SGN!?U`#:DDT:2O!*F3XE];G(YD" M)TEU*WNF[/F\3S)(`Z3:V-CFQ]"XN(:`-S@U=++\\M\:OBHO9G(3A7;]8:&F M'L6@XO,/L>NWJU45G+K)-8Z4O=`CXIA+1C1ZJX3%4IC(JLCF!N)5G)TTSTS< M]SV+BBR?(N$S6N`>YH,K9F2R1!QH'2Q!H&'&,U//AN* M>(UO>\HC:XB%]O)#%,6@ES8)W./7JU@)%Z>3?-^C<:"Z.DW]:E[ M_6-WNY=*%F*6Y+(/"MF<3#RD,M!PZ#)V>T.;2><;H,DDUFQ#'4*8R@$$3%[7 M)^<6/&1@Y9+9]Q:WQ=M=&:F@:US=K0#O+]P#0".I'6B\[PSPVR?,3R6&*\CM M;W&M87LF&T5+GM>'O)'=B/8XO)#C0$`55F7?/7<^L[G0B)3NE?K[,%(87B13+K)*K(.6B*"X$2=F1/T<5_/LUC+ MVP')N'R6.(NIFQQS=_'*6N=[/>,8/5KJ02'-`=0/(*]#'X7\=S..RAX;S^+) M9ZRMW32V_P`VEA#V,]KN9)#Z]#ZH(#FN+FU=&'!;0,^HKXLM+^VJT7G%XB4A MQZO3Q\OQZXJTV&NMFIS)\HTC[UL*Q,H-\U2EU69R.%4B-K(FU-TB!VZ$>[21 M,D9XHOWN/'<3"V1\8-!+,\-(W4ZGH\-\H#'@$%Y*_1&"O# MX:^$L7*\9&T+7UB['S8&U%L6D#9&QCFU%*L:XS),RMOR>]==A MP<=\TDC7T-=LC'N+7M/D<"/)0K!/@7>=IZI/RUX@J$-M>S\69H7VEV-CLA:\ M\MM)GTY1Y!5=W8314PG"ID*W9G14.V71:GE>Y#L-T2=CP?`;[*XD\NX>1\[N ML4^ML'OV&2)^XM87[7;=&D':0TR;>C0*?3O%#&83.#@G/VGYC99N/;=NCC[P M13,VA\@CW,WZO!`<"X1;NKW&M]Z5XBVK)[BU?.1UNAG5#FM7R$O5KYJ%_*E= M6N'V$T>+,X.DH.'<7"K/'EF4[KN5S,D2(]*_>E+[(X['>LO$;%7'%;_DEW"; M>:U`(^M1O)/J[2>\97TUJYDR^L^-VO]U[4TM-UO8>U9V`JVO]"P M%F3L]KF;-<5'*E1@GDP[KE:3BY"0C&PN7:9F2AV/:!`2J.1!$=J[YG-C.-8_ M-Y7"/CR-W(QD5JQ^^1SY*]VTN+&;26C.8/D4`_VJAGK*V+;$4]'8-5W!6-E#3):?5$D4E;8.*BF3@S("]HR[M%0@%!`_=)*J&(D/,FYQ MG\-+9R>" M_P`W;0/E,$MI);]\U@];NGN<173:T@^T-SF@%RR8WOM+D=0):!9Z1XL?O@HJ M0CG+FD$G()-XSYOMT>](XZ"OJ@!SVGUVFGK-K[;->%W'K#A-SS;%\\^=V(>(XFNL9;; MOY-X:6QF67<=HWDN;&YOJ/%?5=3V=RYJ[`L.U;UI_BAQZD>0DWJIV2,V?;Y" M^P&MJ!5Y\06$]8934TV>?/\`/)K-5FRR1.X[APF?R*)IJ'+NWO-LA<9:_P`/ MQ/CKLC/:';/(960Q,?\`N`YP.]]06D"E"#J`2N=C_#G%6F#QG(.<\L9B;:^; MNMHFP/N)Y&=/OA8PC8P@AP)W5:1H2`;K<9.6$/R$>7RDSM&L.G]UZHD&\?LG M4ML;IL76$=N6FPVQ5_GC6TM- M*5Z/LGSCM>B1,?[1,)14THS^9Y5\@_)T-5>\.U`GV(&[9?D_%KZQQO@[?7N1 MQ;;VR9Q]S1M?B M]/:/J+TI)"2[,+#NG;=6=7CUTHV`K+22;I*O#-5#=)R&[H$P5.E].S/+K;C^ M,P8ML:^?)7K6-M[:,]7>JTD%Y!VL8"`7;3J.E*D?&N/\#O.4YCDKKS,1VN'Q MSWNN[R4>JWUW@$,#@7/D+7$,W#0C=7:':P?$)Y#;HMVG*'K/D-QIG=!6^1W1 M0[/4Y1G=JYLRCVJ/@SS#28C_`*15;MMJ_8V)9A!0K%P94SA`JBH')T`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`G==H!41.BLKZ' MBG+F\B;E+>\Q[[++6+PV>%[@[;6M'!]&AS3M=UH*4KU!#CY/G'`W\2=A;NPR MK,C@LE$7VT[&EF_;M#F.C)<6O;N;TJ:UIT<'-;8UASNW-ME:T63BKQ&G]VZ? MI\S(PR^R9G9E;UL-V=0XE)*!KRNS,:^D)QLF/:.@N!C&6``2,BDX,"0<*/GF M:R[KJYXIQ"2^P\+RTS.F9#WI;[7_D8X-8>PCI34.MCH2>[M0\)KC>]"QD":>L-\EME5 MJI2SE".8IK6I6H4IY%NK38(6MO2.$B2"34Q'X-E#%31`IA+PG>(6=N;`9S#\ M(FGP#8]SY73,C<0!]\[N(M,CVL-0'AM'[3T:O3,\*>,V>4/&\_XCV]KRA\NR M.!MO)*T%SJ1"68.$<;Y!M)87`LW`$NJ*Y3/>9NF8WBS&\MW[Z30UQ+U]M*QL M:#5$]H?3;IZK#$I;./!R#9S9"6%NJQ,!5O9B'145,J#2V$+,KF.!S6_'CM+I M!/&^6-KC3>^$`/&O5IV[>T^7VD'AAP_*3OP>`\3;>ZY6-P;";:6.&5[028X[ M@N+#6GJN:7[J5#::;/(.;B;+"0]C@)!K+05@BX^;A95DH"S*3B95HB_C9!HL M7R*M7K-8@@A?&+FVGL[FXL M[J)T=U$]S'M/0M_\D^S_`/S=W7_ZM2> M$O#52U+4B889F2DN;JUGL603N9&9@V]=0@M`9$]\=#W9(: M"7#=T%%+%\4XGR&X\/\`D,F'BL[&^MLD^YMF2S"W<_'-W-<'N=)-''+5O>AK MG$-:=OK$DUYFW\J]/T/DR[))[X-EFOE(V-OYOJ)QL"H[E@7)&QX6)<4 M!T\9S-=EX1U[>D5^S,5JLR,F!A[9A5E->WU2TCMZPML=P3D.5X5&8,4W,RYJ.":WL#=B"6S>*[WB<`LD M8\;"6/\`6#P:=!MN-?4]A5N$T_7]D:]?.06V1S@X!SPN/BCB+VYY#=X;P[QIL+!D<39;V\>R M",F1[1)<;YHFSW%PT;6MC?$UA87-C.BM+`;TY!7#4FKJM&;8G8"X&Y\V'B_( M;,FJ#$,+I-ZWB:7L22;OK32IN*0C8R\(H-6IC@9JEV'[),ZY%>E_:%]B9W1-$KH6Q3.!DBT%P/K`]^[XOQ+'<@SE M]/@(I<=]E(\DVV9.]T++A\UNTMBF8XN="274]8U8\AI;ZI;W&R-W<@M'Q'*W M6#/9LQLJ;HTUQ?8ZIOT_5::IL \C;5-5N88OF42SJU-N,Q72PAU(I1PV8) M'!]B+>5\MZHHM?#<9XER>XX'FY,)'96MU%DW74$ M/6,Q79F$>'?$*_8B#59CW8&,!S"IB>\Y;AK#D[Q+D#C(\7)+%-=BW,T=RPTV MM,1(LK;'\#Y#E.%1.@Q3P-V();.0$[WB(.4GQTJUXZUB;#K'@KRJL;'8=QMJ\;R"MU;CX_82-,N$8@O`;]A8AU:'"< ME4/:Y>TV=%QWLBN_6=("Y(15LBV.'2/SC&0W&*X%RVYCR,TSFY&1@$PCD:"R M[:TR'='5TCP:O+RX;@"UK2OKV:N+3-^*/!+.7$6UNU^)BDYX66AV>[.1>^.3D+6>1E\TA&Z'GJ)2]:P]+@*;+0"TW+ M4B)MTU9MB1U@B'3V\MG4D_!)..*\CDDFR79!01.H)O8%FTF4%QH&;F`-%*]2O`"3C7#^+<)N;WAUKDYLK%/-,@K':O:@N?M8N&KXS9H9@`(H*$_:EE.9R& M]S=CDLM)ELEE+/&QLC^;W%M"R:V:`QIDDN(VL?)7O-U6NVMV=&D=">UQ/&\; MR6'P,6!P^$R&8E?+\[M+RXE@O'N,CA%%:2N?'%3N=FUS-S^\]9P/K-%Y_P!\ M)6/^'/K3_!M!?Z>9V_M':_EY:_@6_=KS?V2OOT7WOTB3[A?_UOM-YS?[SKDO M_P"9B^?VB=YY3G7_`";R;_0I?X)7N/#3_P!0.&_^8P?PPO.>'A_O)^./_F[9 M_P!L)#-;P[_Y)XW_`*,/V2MOQ9_]1^7?Z6?X+5C9Q'DF%"Y[<^==WIVC';!V M+9J)L.B?.78;.+;KY%C8ED4H%500(_3K;:=:HJ$2,8XB"G27I;J]WYKB$L=A MS[G^.OG!N0N98IHMW0R1`//J>78'-!`ZZ_N33V//89%N6QD9?BK2&:" M?;U$4Y,8)>/B]X6.()Z:=?6;7\V[*1^P_%1XJP6OWB$C/Z5UUM.=W`_B1(]+ M6Z_8Z_)Q<%!3ZJ(F2:O'+^0(4&ZA@51"515[(=LHBR\L>1\5>*08]X=<65M. MZX+>NQCV.:UK_(22.AZC>TTZA,##+B?!'G%SE8RRUR-W;,M&NZ=X^.1KGO8# MU(#6GUAT/=.;7H5*\/XA`Y-^)8H!2@H;D/&$,<"AVS$(\V"8A3&Z.T)2&4,( M!U`)A^$XYWFP6FL7J(C&-$J%I<[/HB[.7=0SV,7LRJ2RC>CQLH@@QS&9P- MMX7>&V3N^%19?&1020N<9Y8A;3`L#PX1@BLSFEP+J>R*='"MZM?:J2A>?^KT M=@\P;IOW=VM]>7235JQ-4UF(BH&E6"#F(<[&Y66KRP(0"HR4V@];-W""JZBA MD/(0C@AQ[6/Q38/$#%MR',9\AG+:WD=W?<,:UD;VN;21['49ZS@YH())VZ!P M*\YE7<+1+\ZD>Y\S'L?6*.1M7C:QS'.:X-`W:EA`_- ML6.?\1?=4AQMUI*OX_B1J6<:*C30T.SH3+W=RO$^UHY;^ M'[>:?K"$3BZY0$:"]-5X%F";1K0Z?/1(N6K9JEY$8ZO-$4GRH^7L(,C'-Y`$ M>IGE8ZA).KI"2P>5SP`LMQWKI(O''\=YK#7@TM^+X)GVH7;8([YE-%` MD6L=T)NGYX,<0C0C^S[2+S^I^[[W[#/7?7N#'&_KPW$?U+\WW5J*;=OL?VWQ M-GM;O5I7HO!_9GDGVO\`LW\TF^T7SO92AW;]U>\_M/[YO]G9Z]=O5:#7-8L] M7\,3@RE9DG349SFW3;/`,7:0HJM:Q.FVT\B%2$-Y1:S!!/(H&ZCHO"&#R"&? M`76MU:^&'!1=`CO,Y&]@/8Q_S@M]YWMCRAP*_4C+VRO?&?Q+=9.:[NN-RQO( M-09&?-0\>ZSI&1V%A"V07;_WQ>H/^)E)_P#UZVCGTF]_]8\/_P"2N_E9U\@Q MO_\`'[/_`/\`D3?Y&V5/PL73*IUWDMI*?>-T=KT#DSL>3M\8Z,DA-RD9,HP+ M2(N)VQSB\=1LNK%JD2<"*A1*0G0<2G)TX\*WLM+?DV#N'@9:WR_GJ\.LX66=]XL\QGL96OB%E&TN;0@O9W+74(UVD;2?*T]G5=# ME^/R&-\"N`6V2A?'.RH.FYI#P/(X=M0ML]P_U)6C_O=F_[ M6.<^M7G^1W7^#=_!*^$V'^767^%9_""T'>&?P.XH\@N+L5L7;NJOI=&?`N)\AXM#D/W&Y"22TKK&"I"TP0B,K*(KRTW8)!LFH"R;)U9++ M(S-@6CTU@`Y6XN>X*<.T!.UY<^S8/BO'^--E&$Q<<#G^TX%SGD:T+WESZ5ZT MW4KV+\]\EYMRKE[H7(\/@/M/XF.I MZWUBW]F7X2OI'BJ3]B_!QM3M&)=T]UL%?V!Z%T52824KXHW,^+AG7L,Q)<5J MHPB7WD_J.2>1.OV[%UY1`/ZG=*$/YLHM(Y9?%+FD4+]LSL5&&GR.+8@#[Q6S M?RPP>"GAW/<,W6[,Y*YP\K0ZX%PU'JD-KI5I%:@TYWCO9WCN>3YD`R8F_M[>2VD'5CV"&- MI#'#H?7!=36CVFE'`G&>GV345LV]XJN[;0VD;)Q-F(C6^N+8^J#)240LTO%U MUC6[9-5ERQ43]L7KC]1>0%XV./=)/TW:9C`)!-YBSN<1=YCQ6SETUTG$GLAA MD,8W![FL#)',(U+#5^X'H'!X.B]E?V>?L285Z/OI55'$.H1ND1@U9M&K$A''90[:(!V0W?JC/\>X^2S7?Y[G/);5U':KP?('D!$[#)X2O(?;43'TN/G]E2%JM*+A19K!P M#Q->F-4;&DL[776:UQO)MTI1`ZZJADV78%0YN@QAT.0\@AR(\).19>)L,")B8R``# M(6DQN``J^M`.@68/BIVVL-.%E^J[EPTD[#M-_1:MKB`;&2>25JL2MWK,RW+` MLTN]6?J,F#`[KM(E-ZA0`>T<@#['Q5N[5G"LA:N<'W%VZ)D+!U=(_O6.&P:F M@!=T\WE"^?\`@A87LGB+B[UC7,M+%DTMP\U#8HQ#(P[R>C:N<&]?*>P%6-RT+)O%0!5129B:M?(F2>%4,=4P*KK$5Z3`81$IQ#I M$!'IX3[:2U\2>!6UP=T\6'_\0#_`'S/AJ?\8F0_^=T'.AX@?\S>&G_F)_9B7+\*_P#D MWQB_\I;^Q.N"VQ.0/);EGR$TMJ;;L#QKJ&@&].BYZ9C]=5>Z[3V4\LT>[74= MH+6P3-8>OQ*[(2$7;IF.D0[81[0N0[G!R/(.3X0LEGF M+P34&3HUC2.A`J*M_=>J;B>*\.X+Q3D6=P,N8O\`*F5S&.N)(;:W$;@`"(NK MY'`U+7$`D/'39ZUC./\`%I0/BPV&`4WE9-_S<)QGEH^U7&S/(-RYBK']*89T M]J3)M6V#"&AV$,W:;FM:0*4)O3PN3\:B39.3`!_9W)HK:J:+GNQ`W M;*W64*80Z!#WO?SM\*#GA\AVST/O%>=\12QOA[X)OD9NB%M= M5'E&ZVJ/?%5B;XX,!?(^'&%SM[AKFTLN9S6-S;7,C);<0Q/ M4]*@M!]4KW?BYR+C./Y#:7V2\/(,E9W=I%)!=FYGC;)'MZ-:& M#8-GD!KMP]2J2UCA6+IM M#IPT[`RKJ&L,I!QDM3\_P#$S(WLO$N#6$_$8<1C?O\`+;1B=\LH MC>07[V/:'QM>YP>TN<=PT``(&RZKW&HWB,--4JTURWPY72K(TM5YR,L$85Z@ M1)1=H9_$NG;4'2*:Y#'3[?;*!RB(>4,^F6MY9WT7?65U'-#6FYCFO;4:BK21 M7J.B^.7N/O\`&3"WR-C-;W&T';(QT;J&M#M<`:&AH:4Z%6VY%;TJO&W3=VW+ M<4G#R)J$>BHA$LU$DG\],R3UM%04&R.J!BIJR=M.-8:^S-X"886BC1J]SB&M:/[9Q`KUH*N/0%=?B7&;[F'(<;Q['N#9[AYJ MX]6L8T%SWFG8UH)`J-QHT&I"U\U/CK;>53BO[4YX[8BG,(=1K8ZKQ.I5C;0. MM:>)S"O')W]VVE5)"ZV!!JT*(',@'SRTXY=\K=;Y7GN788* MA[+"-X9#'VCO2'5E>!KUZ&HW%I+5]6O^76'!V7>$\,,&]MS0QRY.:,ON)>QW M<`MVPQDZ=/6%';`X!RVOPI(9*)CV]=+&)P3-HBPBD(4K4D2U8L"@R;LH])B` M,T&C(B'=$33`")@3L@`='1GUF`0B&-ML&]P!1H;3:`.@`IT`%*4&E*+X9<&X M=/*^[+S&F>MN,\[XWF;QX;9QSEKW'1K)6.A M3'$:F4=V[9/IB`U@QT]N"@+/E8VQ1+F&KY:1-I MR+!HX:3$6PL;-N9=JX2,3LIN.P50JZ2A4^=P?+XSDW$;*Q>]KIH[46]Q%7:] MI:SNG5`(9G$F%[V':EZWKMNH MY08X9@QCQO:]Y=$-]&@N#AUU).,RKK7*B:>W,CX MSW;HXVLF)CJXM86GI3:`Q[S3:2N7(+1$]$WGCE2^0//;8.P[#-[NI4_JK7D? MI2E&G7%NA'BR+.R+?1V882437(\'JB#I^J8S5#OP.8IN[$R>>0X&>&^XW9<@ MY]<7%R^^C?!"+:/<9&GH_P!1PUGQG+LCQ7PNM;2TC MQLS+F=UY-L$3P"8QWC'-=(Z@M]6Q?_)^`+@YTG\P MG"&U.TY>?I[GSFG[)]*Y[:_][AQ6_P"+ML7_`/-[)S.7_P#5SBG_`)=-_P#. M6,#_`.@W./\`S:#]FW6)O#[4>Z[)L[E]KZM\NK)H+85;Y%WF?ME`8:ZI-E?6 MB-GW*2D5L9)W95D95PPF.[,4`1*9JDD*"H"`N@[7DN'8C-W.4YAC[;E\N/R, M62E?)$(8WE[7GU9JOHXAWF]4#:?CKW//\]QRSPW`<"ARN)FQ$+(IW7$T; M8W,!W6Y$8+0YGGHXG=Y.6;E4V1 MS4%EWR\),A`U1R44`A04-S+W`0QP*';,1. MMZZ,0AC=':$I#*&$`Z@$P_".6>$8'U3R8TZ_75Q_`A5/CP3]>\.%>GV>M?Y2 MX7E=%6_DES4-M[9-:Y%1W&+5M5VK;*0QU]0=:4>;N2Z=>;L79[+?+C;DW+R+ MEW39\0ZI4D@24$%#=E,I2=.I@;SDO-?KC)6W(VXO%17Y-8D.D`-K6E@41#K`#"4>CX>@&UL^:17=ZPU1RN-;=I-TFJCMN MTK9-[['3"8D$TBJ'!F@!567JCVUI!,@!TF`!\9$##X;^&N4F:3B[3+=Y.*5` M9\ZF]8^8=6^Z\#M7T&8MN/%WQ@PMNX-S5]@^ZMC6A,GS*W]1M>T]'^81D]BW M$<[MHZT@N%.[9^\K39ZH+/6I5S@W4@+75> MJG8ZC$^"C5;NW63L4+=JTE)1\B@";N)630UN]81+INH`B@]KZ!D6Y@'[)-5O M[PAGSF^M+FSA\$[2^:18A?6\9?6E_/_\`D;?8UX-I M);2;7-/1PKT/-7>0ARR:\8#_>S43_C$ZN_^:6G/3^,'_+-A_P"8P?L/ M7C?`'_G+*?\`E-S^S$MJV?5E\.6F.>M$9P\\4"VWK9BJ5=TYR^U]"1L)>GYC M(5ZOW^J-*U&+Q\U+.1,FR2,YAC'<"8Q$&Y9IJH*-W?9,B M/#9BW:&RGHQDL88TASCIU;U[!WC"2&@T_0]K93>('@M88S#-,W(,!=O<^%O6 M1\$ID<',:-31X#:5+NY>T`N(KMHMVQZ%0J>]V!X20[Q5P;H*F4YA`!^MWF2L+"S?D+V\CCLFMJ7N<`VE M*]#VU[`*D]@*^$V&(RF4R$>*QV/EFR+W;1&UI+JUH:CXH!]HNH&ZD@+5UX<1 M9#:VV.8'-:2BG,!2=S7-C7=8+RQ/F]9]2Z(,BT?3;A-4")`V.U;QJ*BI1,F1 MZU=I]LPI&'/EOAOWF6RW,>;21&.QO9PR`NZ5CBJ"X^:@8"=`YKQ7H5]J\73% M@L%P#PYAG$N2QUNZ2Y#?6`FGVD,%.M:F0@:ECHS0;@M=FVI"&O?)>U<_JMIX MUHXBWVG/5UI(1+[KG.G%R3*NRDH@"9E!(V=*.42K@(N MY+N_G67DAO\`DUWX@6F&[WAMM?1-FH32=[`6FY#/9<&.<*5H'%S=WMRT^MX& M&XQG#K'PLON0=QX@WF-G?!4"MLR0M<+0R>TTR-::TJYH:XM_BX:[9^7W)NR, M1XF4K0$[16TERMN)4*?N>SQ#>T5JGP#1K7'3>=A8EZ*+-[9)GZ5MACB.![)Q M242$@*'*=+ZUS#D]S']DK'C\\`ERTU([E[0]D;`&$/:T]"]W>-V5\A%*D$?" M>`\,LY?MUDN56UR8<';UEM(WF.25Y,@+'N%2V-G=.[PMTJ'5H"'8$>)+KJ\Z MWUKK%#;W,BZ;GNT_N&FK0^N'T#0Z#7W;%L::/*VLE+J,<+Y1O#G.BW265<^R MH*N.SY3G3*7P/B3CK[&XW%MS',I[V^DO(RV$MBB80-VZ3NXQ6C>@!)V@FFI% M/J/@_EL9F,SF78#P^ML=C8L?*'W#7SSO#CLVQ=]*Z@+^KB`WOU[7VK8L+OR7W&Z-7-.T%JB5\LF[<']F>@)'[D/+?BWAWP MB+D]W=Y7-S_-N&X]O>7]545<&*0RW=DOX M;Q1G&;&5]Q+WV4DNH*T&OX@\WDYCDX8[2#YOQNR M;W5G;CHV.(4&X@=.\>`"[R`-8"0VIQA\+*285:)Y-Z2L[M%GN:F\EMAS]TAW MW8;34O&3J$$TBK>B@<0.\BI):*6*15(3IE+W9^D"KI"?R_A7+':Q-L,M]/PSDEE&7<=N,/`R%XZL8YA>7 M1$]CFAPJ#0ZC5KJ?FIY2/V1XKN\;OKIXA)T[7G'.%UGL2P1(D>0S_8+JT0D@ MT@COT1,V6DF#*,424$AC&15BE4#=`E,`,3+'DO%C.WV.>'65OC6PS/;U:92] MI#*Z;@&D&FAC+?*F=AEP_@;QK&Y>,LR%WEWW$$;NCVP"-[2_:>H:YS@16E1* MUPU"U\TG_P!Q5M__`,XL9_Z^-79\]LO_`$)S'^DM_P#NH%]6R7_\F\P_#1VI=WC>/U[+Z.F=9L)J3,DC#5Z]R-"=)QQG#YR<&S!Y8 MS65HS2,(IF.!#?9&*0X%]GD'LQW,?#/*WSPW'OL70ASNC62F(TJ3T!?O:T:5 MZ]@-/GN*9)EO#_QCPF-C+\M'DF7#F-J7R0MG&ZC1U<(^[<\Z@5'0$BO:^,G< M:)K?5(L4#`]Z@I+DA86/LK*8L`-A."[>,05E$6AE@#[-9R4 M@`(=L26^,MY9LPV&L))6_/GW\3V,Z;MK0\.?34-&X-KY74\M*/\`\>L?D).0 M\@R<4+_JV/%S1O?0[-[W1ED=="XAI=3L#2?)7V?YXO\`Y&7_`(]YN?UR?_T7 M_P":N;__`,_?_P"Q?_(5/PN4DP4YLK`F0%E.96T4CJ@0H*'32,T,DF<_1VC$ M3,L<2@(]!1.;HZQS'A8!7FYIU^N9_P!I2\:B:>'#:G:./6W3W:U_8'H5JZ17 M[!;.4OB_U6IF4+:;-J>JU^M&1`HK%L$SJ:P1T,9(#&*45`D7*?9Z1`.GW\Y5 MC;W%WRKQ@M+2OSN6T8QE/W;H'AOZY"[>2N[6PX3X`WU\!\QAOI9)*Z;&74;G MU_N05D[X8M]HTMPHUC'1,G&Q[O6,;/UK8D2Y728NZC8HZ>FI*6-86[@4C1@O MT''SCVU>R4R2_:$>D#@7U'AA?V,W"<7'#*UK[5KV3-)H8WASB[>#[-0=]3V& MOE7C/&?%Y*#Q'S4L\+WQWKV20.`)$L;F,:WNR*[MI'=T':VGDKKH9N4+EHGQ MB-PU)3VG4NQ;LFWH3"EMLD2J(%%VTG#6!BN"H!T&Z0\O:[0! M\Y8YM[@?&/,6AKB+F>D3A[+RPN[Q[?*';VFO[=5]Y1;5].I)I>'CK`J29$RCPUIRHE3(4A146TI'K M+*"!0`!.JLH8QAZS&,(CY1SZOA@!X=XL`4'U-'_]L%\/Y`2[Q9S1<23]H9?U MKQP'H'1:6;'$SCGPAN%EB9R;^&K5)Y%O[#=IN/BDII2L0Q]L[IB&MM6C5RF; M/T825DT2E;J_M2Z[E,A@'I\GQ2YBG=X0<*N62N9:P9$OE<&[MC?G%RT2%IZ$ M-V9X^>(MI)"V2\N<0V.%CG%G>/^:V;S$'#JTO:TG<.K6M< M0LZ=YZ:V3":!N=VVWXFUGDM(V"F/6DNY0T_JY\QN5>M,8JT3AZ\M&2::TN]L MS-V*3,K-4%5#*`8AR]';+[O.X7)07%O%%53") MA$PB81,(F$3")A$PB81,(F$746"$9V6!FZY(BL6/GXB2A'QFQRI.`9RK)9BZ M%!0Y%"IK`@N;LF$I@`W0/0/5E-Q`RZMY[:2O=R,0T[V*1KVUZBK2'"NG2HZJT33CU0F4)Q\@45K`+'C3\R_BZ$\BV,NO\`,.OY M'6K'Z2*!'E+)]-=DU#*=T5MVG/9.'04.P/'9QS'L@X[;M=)W>+V]SU%3LA,( MW]/6]1QK3;ZW7S+T$G+LK)<\NNW-B[W-;_G'JF@WSMN7=WZWJ_?&BE=WJU&O M5>C-:GM MJK6?8^\-E*[GJ)*);;-L;88V"P-ZL@V?M6D;`)H0\=7(HS1.15,5?YO4ZD?--O>(P"`UE&AC:;CUV$D]234UV[CQ M%RC[_`7UCAL99-QMQW\4=O;]W&926DNDJ]TCJ[1ZO>!H`HT``4]GM7C32-KN M->2KRP[#I%KU>8Q\?.PKJ0;MW+=]&2Z,4V%5-1`1*= M(#)F3[1^UNY;C%CEW8V9]S*QL-R;-^<9-(0]Y>PFWF!D[P>NVC@T[RZH>:[J MD+W_`!SQ`R>4ON89W,3V@R$?&7V\0,<;8Y`VZMG-B[EWWM]6%[3&UM#&"-M` M5D2RX6:7)0=H4.?->;P?<;^"E-A7J[767G-CS\Z$=T0.[`H&^ M0U-?(2^)/)#E<'E;06MJ,"&%C+=C901,.ZZAW?`D2EQ)=Y104[FC\5* M/56>PVMJN.V-TGVA5PH]L<[GOKRV&<4HJ,BW"L,6,>U@8:.8]U*K]I9)J#U0 MZAE#KF4.N8^?N+=L+I96/$@E>YIJYY<.M?5&YVUK2YQ,AYPVU2Z MC]WP*,K?X^I[]L47<+A3&5H(-6B+>SL#>S2MGIT:]C7@U^5MLLT1/*="BJ*Y M42%332`H9)_"\2^/.VXEN&V>0D;))&'_`'ML@>'N?&TM.QTC@#)U(-!0"BA' MXC9YDW&+IT%H^_Q,+H89C%]]?$8S&V.9P<.\;$PD1=`6U))=5<=E\.M>[)NE MJNQ+KM_7KS8L=#16TX?6%\4J4#M%E`,SQD66XM2QKYX+E"',#(7$>XCW*C,O M6S[EK6SM@E[MDX8-K>\&TFH;ZM6%A+?5)I6N<+ MXB9?#8VPQAQN/O([-[W6K[F#O7VSI#N=W)W-%"_U]LC9&AYW``@4H7SAS4+S M+V-X3:_(&GP%TB8^#N]"J&T7*-+ML5'P2-9!I(,K!%V*6C`?P3+>QZC MP.T=4QU#G.:.0X79W\UR\9?(PV\[`R6*.U[FU8*.V.87:FI)*G MBO$7(XNWLXS@<3<7=M(Y\,\ML#-$YSS)5IC=&QVUY+F"5D@9T#0``!Z+]YOQ M?_O+4W_]6>?YL<3[;(1WSC#R:!VSYG[?$NV$FT[]`XE[Q!9)4O3TE,`^7-2_L M;7)V=UC[V+?9S,+'MJ15KA0BK2'"H[00?.M[&9*]P^0L\KCIN[O[>1LD;J-= MM>TU:=K@YIH>QP(/:%'UWKVH:HI-A_;Y24^;X]-114C? MYPFGLC*N^A14P]M==4_EZ^CHR..QUGB;&VQV/A[NRA;M8VKG4'DJXEQ]\DJ> M6RV0SF2O,OE;COO%30?)%.)-N#7L?992`# MH@+(U?2U=M<*4%3."),++7'\5,E9INC"L5L=8[;OOLQ3$WESE9WBF`Y*(3F, M'F<2:517G9,KB1F+%/+(`?N33-DGGLG M.OTD#JJ'21.X%N@=504R$[9NFW!<9P?&X9(<-CV0AYJYU2Y[R--SWESC2IH" M:"IH!4JGDO,>2\OGAN.0Y5]P8P0QM&LC8#KLC8&L:30`D-W$`5)H%W^O](ZP MU;9MEW&B5GYBL>X+$G;-BR/SU89/Z16!(\@=-_[),RT@PB>R:47'NF*35`>W MY2?8EZ-C'X3%XJZR=Y86O=W-Y)WDQW/=O?UZT[8=OJU8UKG>RWJ\N/37J5X;>W$CCYR25B7VWM=L+#.P M"8(P=I82$Q6;7%HD7%TDV0L5:D(J479-W1C*I-UU%6Z2ISG(0#G,(Z&>XCQ[ MDIADS&.;)/&*-D!PM<0#U`)(!)(%2NGQCGG*^'MGCP&6=%;2FKXW M-9)$XTH28Y&N:"1T+@`X@`$T`4G2O%/0/'J#G8'4NNHVL(VEO[-:)0SV7F+) M8DA(L04Y:SSRSYG0&L;:,9'&>GLQL:U@/0`G:7 M$`!Q*QS_`(*#@%_>$_\`2ENG_P!HV><_-/X?_B#_`./<_++UWY\_%/\`*C_Z M:T_V=9*:1XNZ(XYP%FJ^G*"C5*_<7:;VS1;F?M5K;RRZ3(\<7VCZ93MA4(B9 MDH9,Z29B)'*(]HHCGI<'Q;`\T+Q MW).:\GY==6=[R#*&>ZMVTC<&11%H)W=.Y9'UKU!-2.PJR'\&APD^EOTN_$;$ M=][?\[?1KZ06_P"@/SMVO\?_`$!^?_HEV>X_:O9?9/8.Z\G<=/ESA_FRX1\\ M^>?43-V[=LWR=UN\O=;^[TZ;=NRGQ5Z7\\?B1\P^8?::3;MV]YLB[_;^Y[_9 MWNO7=NWU^,LD=I:(U/NB`J=7V1449ZOT6VP-YJ<6VE9VNMX:SUEE(1T$_;_1 M>4A5%48YE*KID:JF49F*<.TD82D[/ITMP$- M(V.;T`<1M-6]>HZ!>/PG)\[QVZOKW#WYBNKF!\,KBUDA?'(6N>T]XU]"XM:2 MX4?TZ.%36L]TCK"1W'#[^>5COMMP%,5U[$VSYZL*?LE06?RDFI$?,*4L2LK] MI[-.3^T*LCN@[WH!3LE(!+DS,/('VMKG&I:7 M==>@48^29J'C]QQ:.]I@9;@3NBV1]90UK=^\M[P=&-&T/#>FE2:VHW?PDXS\ MB+&VN.T=;HR5N;M$XY2T0<[8ZA.246FD=N$9,OJM+1!YEH#8_=%]I[U1-$`( MF`4WM<^-Q;IM<6.;N%.GK5('0$!=WC7B1S+B5H M_'X3,%E@7;N[>R.5C75KN8V1KMAKU]6@)ZD$KVNKN,>AM*S86+5>M8.E3(5! MI1!>Q"TH`J59D^)*)1RR#J0<-EUE)(GM"SHY#/'*XF.JJP#NH0203NZEQ&XFI)))7-S?,^4&_ MQA;M+@0T$#;ZH:#L:*!K0`%>]XT;OVCIB[3[UJ];+M'*7;.GWK=RD9%9/MI& M(H3MIG$.DH@8.GR"`YW'L;(Q\;Q5C@0?P*XD+T? M8@&L6X[#VO7;4]JNMG67#5J=?Z1UAJVS;+N-$K/S%8]P6).V;%D? MGJPR?TBL"1Y`Z;_V29EI!A$]DTHN/=,4FJ`]ORD^Q+T][9X^'NK=NR-O=L.WU: ML:USO9;U>7'IKU*1&D=806W+5O:*K/LNU;M78ZIV>T_/5A7^]W8.VF=+'%LC&U[MVYV\-$AKO=T<\@5Z#H*62V M]P(XH;RMJ][V#JEHXMTAV"3LY7+#:J6[L[8"$35:V8M1FX5";]I223(HNN0S MOL)E*58I0Z,X>8X#Q/.W;K_(8D&\=[3F/?&7CR/[MS0ZO0$GUJ`"J])@/%'G M/&K!F,Q6<<+!GL,DCBF$9[#'WK'EE"20T';4DEI*OW4-/ZNH6OBZHJ%"K$'K MCYO?1:U-:Q392#?,I1-1*52E6CDBX3!Y8BI_:U'0K*NA,853'$1'._9X?%V& M/^J;.PBCQNTM,8:-I#O:W`UW;OC%U2[MJO+7^?S>4RISF0RDTN7WM<)2X[VE MO5I:139MH-H;0-H-H"Q(2\+WA`C.A-%TP4R`2?ST6L*W?8*U,"7[0#[:-54M M)HP'=^SF3,S[D>[[KL=!0\B/"[@XG[_ZE]7=NV=[+W>[R]WOV^:E-M.E* M+WCO&GQ)=;?-CR+UMFSO!#`)=OD[T1[_`#[@=U>NZO56<\0#6K.U[E\/*J)4 M4D[06>Y)2$L4"SKQGE7CJBNG1HTT;)LFC4T='01HY,Z)2'!-$$B"4.@"^3C> M(.,9=YGP[M!8]YCQ>N:]@95@C/=-HX`4#:=*&@HO0^%>8DL>.^+-\[)]UE'8 M]KXWF2DCI1WSMS23N<_=0U%34U[5DMJWP_.)6G+JPV%2-4H)6N$5.K6G]@LM MNMR%4$QE#D^C<=:)V6C8I5LHJ8R*Q$A<(&'I34*.>FQ7A]Q'#7L>1L<2!=L/ MJ%[Y)!'_`&@>YP;3L-*CL(7CLWXJ\[Y!CI<3DLX38R"DC61Q1&7_``CHV-^T!+N/VUPS57)WGV)P[)>SWIL)BY\O:9Z6UKE8(S&Q^YXVL=6HVAVPUW'J6 MD]>AT7F(.29JUP-]QB"]VX.YF;+)%LC.Y[=NUV\M,@IL;T:\`TZCJ:M@:1UA MM*S:TN-[K/S[8]/V)2V:ZD?GJPQGT=L"IX\ZC_V2&EH]A+=HT6@/=/DG2`=C MR$^R-TLAA,7E;K&7E_:]Y0G<]NQ_3K1K@'>R.C@X=-$Q7),UA++,X_% MWO=6>0A[JX;LC=WC!N]6KVN79)JV MCW5GK]GME-EI>,:I`@E'3B]3FX..XL MQ]Y+"]FWUB[UMK@)/6)/WS=U)/:5";Q'YMJ`T=T64``&@IV2G$709]]DY,)4QPRW!TIJN9^.LMGCX^1=I0YH!)_)U MMG+HUY^\+$&[H3*-C%.8`4.4RH=O+3Q#`'/CDPLBW,=KP]X!.W95S`X,)V]. MK>NIJ>JI'/>4CBYX:[(AV`T#'1QN/W#P&XI;T MMCF]W_5C<]QD2BE-6*LV"STM_8FYT?9ET+$6J3,0UFS.6Y2IJ+N$SNA3(4@* M@0.R.EF>`<3SMVZ_R&*'SQWM/8]\9>*4(?W;FAU1T)(+J"E:+?X_XI$B8=)7^J7[DJ1',E)OW:KF3F)1PD@F0[IVLNX,FD0@G$I"`'H,3A\9@[- MF/Q-DR"T:2=K>TG5SB:N6SF?S/)//;[3,3DF'?(1Z)>[!8$B]CI*4!$PC3A,#B>.69Q^&M.YLR\OV[GO]8@`F MKW.=U`'2M/,MCD?*,[RW(-RO(;[YQ?B,1AVR./U&DD#;$QC>A<>M*]>IT53= M.C-7';=[V>LVM#6-S2:5TK3MIT"CQWDV;XGD? MK;`7@@R'=N9OV1R4:ZFX`2L>T5H.H%:5%:$UQ'_@H.`7]X3_`-*6Z?\`VC9Y M'\T_A_\`B#_X]S\LO>_GS\4_RH_^FM/]G69VI]3T#1]`@-7:N@/HQ1:Q\Z_, M<'\ZS4U[#\]34C8I/_-.Q2,M,.?:9B6<+?MSA3L=YV"=DA2E#VF)Q./P>/M\ M7B[?NK"+=M;N[UGESC5SB>I-*T'2@7SO.YW*\ERMUF\W==]DYMN]^U MC-VQC8V^K&UK!1C6CHT5I4U))5Q,Z*Y*81,(L']Q>';Q3W9;W.P+'0GE/G/:$5G0M@=K"/[8J8/)GA\SX=<4S=X M[(7-@8[]QJY\3W1EQ[2X-.TD]KMNX]I*^D\?\6N<<;L&8JSRC9L8P4;'/&R9 MK`-`TN&\-'8W=M'8T+NZOP$XEU&@6#6T5J*.-7K;(P4O:G;V/N,;%B&_-YG,<\ESS M(\L<'M)DW;^CA6@<&ZBE"0=>]\4N=W^5M,Q/GG_.[=CVQ`,C$3&R,,;PV'9W M7K,--SFEVA!JT$7KW'HG47(&K!3-QT2%O5>3<^V-&TF#ML]C'O=F1,]A9J+< ML)R#>G0.*9EF;E!0R9A*)A*(AG;S.!Q'(;7YEF;!D]O6H#J@M/E:YI#FFG2K M2#3HO-\?Y/GN*WOUCQ_)R6MV10EM"'#6CV.#F/%>M'M(KUI56FTCP>XQ\>K* M>ZZTUJ@TNQFJK)*X6&`12C2]SMO3IZM"1T)HN[R3Q*YGRNS&.S M.8+L;N!,4;(XHW$'<"YL;6[_`%O6`?4!U'``BJN[$:1UA!;P^8W,LM7&7LX1#?]M;LTES]W]D<>T;M=B'"8N#+ MW>>BM:96>,1O?N>=S&TH-I=L%-HZAH/3J=5P9^29JZP-CQB>]W8.VF=+'%LC M&U[MVYV\-$AKO=T<\@5Z#H*)?2.L)W;E5WM*UGVK:M)KLC4ZQ:?GJPH?-E?E M@D@D&'S&VED:X]]H"73B59A)%J M',\BG;=Y3&AUZ!3O&.?&^FE"YCF[NG0;JT'047LK5'35 M#AZ/".W)7DB5B9Z^DY=XF0R:3J:G9=U(3DPN@F82I"Y<*]T01*3LE'HSI83C M^&X[:NL\+8,@@)J:5+G'RNIJ5,U)I'6&BHFRP6JZQ]%HJWW.9V%8FOSU89OYQM\^VC M6ZBFF=,\;GNK M(\-#G5>YQ%0T=!1HIT`ZJO/?8G%P8>RSQ%G"S;%NBAD?$T"FV.1\;GM`%`WKZ MH`#-M`KJU/BKQ]H>T!W)2=9Q%2V"-;95$92NOIR'B?H]'1C6%8,/H>PE4*9V MF<4Q1;IK_-_M!$DP`#^3.K:<4X]893ZYL<8R'(=T(]S"YK=@:&@=V'"/HT`` M[*T&JXE]SCE64POV>R69DGQ7?&7;(UCW=XYQ>YW>N:9NKG%Q'>;23HO-U3A? MQSH^Q-A[0JU%<0]IVG'V:-N@-+5;4X.1;W)4J]G,WKH380L8XEEB]H5&R*1D M!,;N!2`1#-:TX7QRQR.1REK8%EU=->V2DDFTB3J^C-VUI<>T`4^+1;=]XBE9 M8##X_$-P%M8,^IPUS>Z<3(TA[G/<#WA<7`N<3U)I6@H`%R,CRG/Y7/OY1>9- MYS[G,=WS`V)P=&QK&%HB#&M+6L:/5`K2IJ22:_IB//,1#X M).OM)ZR7"TUVN2'?`Z.\A:Q9+!*0+9^8[

JR/B[XAY3'R8R[Y$_P";R-VO M+(XHY)&TI1\D<;7D4]4^L-P)W;ED3L#2.L-I6;6EQO=9^?;'I^Q*6S74C\]6 M&,^CM@5/'G4?^R0TM'L);M&BT![I\DZ0#L>0GV1NGT>0PF+RMUC+R_M>\N;. M3O(3N>W8_IUHUP#O9'1P<.FB\EBN29K"669Q^+O>ZL\A#W5PW9&[O&#=ZM7M ME3 MTK0]H3C_`"3-<6O9WK0=0*BG0A76SJKAJW. MT]1ZUW;47M$VM3(2\51\4036.5-VT60S'&[^/)X M/(R6U\T4W,.H[6N!JU[305:X%IH*CHL((;PF.$,1-H2RFMYZ:9LG(NHZLSVP M+E(5I@J)R*&!-A\[HN':*BB9142=+N$ENCH4*8ODSPT/A)P>&=LQQLCV--0Q MTLA8/>W5(\H<2#V@KZ3<>.WB3/;.@&7BCD<*.D9!$V1P_MMA`/D+0TCL(*SF ML&KJ'9=<2&HW]?29:YE*\-3USJ]07`T=1VH!765G2>JJ=J='1MOJBGE(?P[N'O0A<;WX=?#G9B]9*B9TZ%9VL)^E54X@'0O_#GAN3=:NOL.9'0PMB83-.*1LKM; MTE%:5/K.JX]I*SC/%OQ!PS;UF-SXB9<7#YY`+>V(=+)3>X;H3MK0>JVC13HT M*CKSPXN&.J;M6]BT'3?S#KJR..\-^%XF^MLCC\-W=["[1I1SHW-+A3IZU:#H*+F\;\1N8\3M7V&%S#F8]QKW3V1RQ@UK5K96 MO##7UCLVU/4U5V-1:4U5H:I)4;4-(A:+6$W*CU1A$IKJ+OWRI2)J2$Q+/UWD MQ-R)D4B)^T/'"ZP))D)VNP0I0Z^(PF*P%H+'#V+(+4&M&UJ3Y7.)+G.I05<2 M:`"M`%P\]R/.U]=^_O!ZS6GH\#I30D+KR>(/+YN M36_,9,O7D<3"ULW=0]&ECHZ=V(^Z/J/<*EA/6NH!%Q;UI#5&S=;IZCOU)B;7 MKQ!C%Q[:NRXO%RLD85N1I%+L),'1)EA),&Q.PF\1^1[O M4-6@.<\EK00.C2`:#=6@7KK[Q>\0[^:&:3D+F=V'@-CCB8SUP0\EC8PUSB"1 MN<"14[2*FN1GXD=8?CC_`!_?1C_9;^AGXO?I9\]6'_4A[?\`.?S1\P_.WT9_ MQ]]G[1[%[5[W>=GR9Z/ZCQ?US]H/FO\`O?N>Z[S<_P#BZ[MNW=LUZUV[O.O( M_:3-?9_[+?/?]P_.._[K9'_&[=N_?M[SV>FW?M[:535VD=8:7^FWXM*Q]&OQ MBW.5V%X:DZ/L$RXQ6#Q>%^>_ M5EKW7SF9TLGK/=ND=[3O7+LWO7[GG?L%&^J7%K: M#]RT5[:I?[\58;^X9LC&SO#N?ZS6A[JGKZ[G4[**P>S/#UXA M;;NS3;D75E=5VQVZGM+2L90CA56Q154GH>+DG#ETF"RZYD0<.%O MLU5#F$1'@9/P\X?E[V3(7N';\Z>:O+'R1AYU]=L;FM<2>I-*D]22O4X;Q7Y] M@<=%B\=GW?,HQ2,21Q2F,4H!&Z5CW-`'0"NUHZ-`"OL_T/J&0U"[T(>BQ#'4 M+V#-7'%'@C/JW&C$*+E=+-TG-?=QDFW6=.P%99PFN1PLL8RBBACG,8>])@PQ-JQNVM2*L+7`D]20:DU)))*\Q%R?/Q9]G*!DY'9]LO>"9] M)';Z4!(D#FD`=`TM+0`````%ZF'U[4('7D7JF)B/9*#"TQEKV,@?;Y1?V:H1 MT&E6V<1\Z.7JTTMW,*B5'VA1R=T;H[9E!4Z39M0XZSM\=%B88:8]D(A:RKC2 M,-V!NXDN-&BE2=W;6O5:5QELA=9:?.3W&[*27!G<_:T5E<\R%^T`,%7FNT-# M>P"G1>3I>@]/Z_U$VT+6:+%IZA:L9R,+19M>2ML2O'V28DIZ:9OU;:^FY"20 M?2TNX6$KA94"=YV2=DA2%+J66`P^/Q#YSW`]X7%P+G M$]2:5H*`!;V1Y3G\KGW\HO,F\Y]SF.[Y@;$X.C8UC"T1!C6EK6-'J@5I4U)) M.-E=\,SA/6;2TM;#2K)VYC7XRD3"3UINMEJ,6_442676;5.?L4C`K)N%D"F, MBX06;AT`!2%*4I0\U;^&7"+6Z9=QX1I]LI+&7D;FL>W:Y[(X8Y7-Z@`RLC:\4!U:X.\I))*SRSWJ^8)A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB__T/OXPB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A M$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F M$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB M81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB__]'[^,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(O__2^_C")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3"+__T_OXPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3" M)A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB__]3[^,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A M$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F M$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB M81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(O__5 M^_C")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3"+__UOOXPB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB__]?[^,(F$3")A$PB81,(F$3" M)A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(O__0^_C")A$PB81,(F$3")A$PB81,(F$3")A M$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F M$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB M81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3" M)A$PB81,(F$3"+__T?OXPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A M$PB__]+[^,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(O__3^_C" M)A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3"+__U/OXPB81,(F$3")A M$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F M$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB M81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3" M)A$PB81,(F$3")A$PB81,(F$3")A$PB__]7[^,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A M$PB81,(F$3")A$PB81,(O__6^_C")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3"+__U_OXPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB_ M_]#[^,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F M$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB M81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3" M)A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(O__1^_C")A$P MB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3 M")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A M$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3"+__TOOXPB81,(F$3")A$PB8 M1,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3") MA$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,( MF$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$P MB81,(F$3")A$PB81,(F$3")A$PB__]/[^,(F$3")A$PB81,(F$3")A$PB81, M(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$ MPB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$ M3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(F$3")A$PB8 M1,(F$3")A$PB81,(O__4^_C")A$PB81:B.=NQ^1"/*/0.DM*[RE-+1E^UW>; M!-2+"I5VWD6?UM9PZ;J*1\VF@J8RC=L*(=ATD4H&[0E,(=`]>7)XOC?# M_P`&+]]O/"P1F5T51(X,]L-?2E:^P:TITU7A6X+CV*SCK&.XMY7N>( MVR]8P7#U7%NH%/:%->JMB&N^>@_G#;)_@!H7IGPSYQ^?/CGZ,&?3W_[,NW^; MSE_Z2G_0H_EES#7'/0?SAUC_`,`-!_"')?GQXY^C!GT]_P#LR?F]Y?\`I)D^ MA1_++F&M>>@_G$+'_@`H7X0!DOSW\<_1@WZ>_P#V98_-[R_]),GT*/Y9@_G$K'^3 M_0OPBR0\:^.G^K%OTY_^SI^;[F'Z29/H2'C/QW]&;/IS_] MG6/L!R[])+_H4?RRYAJGGH/YQ2QA\?'V@_A)DOSR\<_1HSZ<_P#V=1^P/+_T MD2?0X_EES#4W/0?SBMC_`"?:$/R63)?GCX[^C1OTY_\`LZQ]@>7_`*2)/H.G^K5GTY_^SI]@N8?I'?\`0X_E5S#4//0? MSB]C_)[H7X2Y(>+_`!T_U;,^FO\`D$^P7,/TCR?0X_E5S#3W/0>KQ&+)^3U0 M?PFR0\7>._HW9]-?_LZQ]@N8?I'?]#C^57,--\]!_.,6,/\`D]4+\)LF/%KC MI_JW;]-?\@GV#Y?^D=_T./Y5J%Z+-DAXL<=/\`5PSZ:_Y! M8^PG+_TCO^AQ_*KD&EN>8_G&['^3S0?PG#)#Q6XZ?ZN6?37_`""Q]A>7#^L= M_P!#C^57,-*<]!_.-V/\GB@_A1DQXJ<=/]73/IC_`)!8^PW+_P!(TGT./Y5< MPTCST'\X[8_R>*%^%&2'BEQT_P!73?IC_D%C[#\P_2-)]#C^57,-'<\Q_./6 M/\G>@_A3DQXG\=/]7;/IC_D%C[#\P_2*_P"AQ_*KF&B^>@_G'K)^3M0OPIR0 M\3N._H\9],?\BGV'Y?\`I&?]#C^550-$<]!_./V/\G:@_A5DAXF<>H_G(+'^3K0OPIR0\2N.G^KUOTQ_R*Q]B>7_I M%D^AQ_*KF&@N>8_G(K'^3I0?PLR0\2..G^KYGTQ_R*?8GF'Z19/H.G^K]OTM_P`BL?8GF'Z17_0X_E5S#C[ST'\Y'8_R M@_G)K)^3A0OPMR0Y[QT_P!`F?2W_)+'V.Y? M^D-_T2/Y5>H_G*+&'_)PH7X7=&2'...G^@;?I3_DEC['\O\`TAR?1(_E5S#C7ST' M\Y58_P`F^@C\EPR8YMQT_P!!&?2G_)+'V0YA^D-_T2/Y15`XS\]1_.560/\` MDW4+TW`,D.:<=/\`05GTI_R2Q]D>7_I#?]$C^57,.,G/4?SEEC_)NH/HN(Y, MWV^ M[/T=D=_'9SCN0R%C8_8UK!-,R/=\X>=N]P;6FP5I6M*BOE"T,K@N7XS&9'(_ M;V1_S>"23;\UC&[8PNVUWFE:4K0TUH5GCPNVA+;@XPZ:O5CEW<_:Y.C5WZ73 M+QJV9K2-F&'8N99V*+-%LT`JRSGM=*29"=(^0H!G$SEO%:9C)6T#-L#)G!H\ M@!Z#KU7K.-74]]Q_#W=U(7W,ENQSG&@JXM!)Z4'H"RCSE+N)A$PB81,(F$3" M)A$PB81,(F$3")A$PB^=W4ENYR;]2V1:XGFO8=?Q<#M_8%'C:X34=&LY&["N M227L:A)-5Q"JB7V=X5,"&2,8`3Z1.83>2WGG/N/<#RUEA7\%;>O?913&3YT^ M+K)N!&SNI--M:[NM=!3K\ZXKA>6\NL\ADX^SL=2 ME.S4U5W@UUST'\X;9/\``#0?38`SQ?Y\N.?HP9]/?_LR]-^;SE_Z2G_0H_EE MS#6_/3_G#[&'^X#0OP@S(\<>.'^K!OT]_P#LR?F]YA^DF3Z%'\LN8:TYZ#^< M0L?^`"A?A#DAXW\=/]6+/I[_`/9EC\WO,/TDO^AQ_++F&LN>8_G$;'_@`H/X M19(>-O'3_5BSZ<__`&9/S>\P_23)]"C^67,-7\]!_.)6/\G^A?A%DQXU<=/] M63/IS_\`9UC\WW+_`-)+_H,W'/T:,^G/_V=8^P'+OTD MR?0H_EES_%1ST'\XI8_R?J#^$F2'C)QT_P!6C?IS_P#9UC[`\O\`TD2?0X_E MES#4G/3_`)Q6Q_D^4+\),D/&+CI_JU9].?\`[.L?8+F'Z1W_`$./Y5Z% M^$H9,>+W'3_5NSZ:_P"06/L%S#]([_HJ#^$P9+\[7'?T<-^FO^06/L M'R_](\GT./Y5*#^%&2'BKQT_U*/'3_5VSZ8_Y!8^P_,/TC/^AQ_*KF&C>>@_G'K'^3O0?PIR8\3^.G^K MQGTQ_P`@GV'YA^D63Z''\JN8:*YZC^<>LGY.U"]-I#)#Q-XX?ZO6?3'_`"*? M8CE_Z1G_`$./Y55`T/ST'\X_8_R=J#Z+4.2'B7QW]'K/IC_D5C[$OQ(;&'_)UH7IM09+\Y/'?T?,^F/^16/L3R_](LGT./Y57 M_I$D^B1_*JH''/GH/YR:R?DX4+\+@R0YYQW\@F?2W_)+'V.Y?^D-_P!$C^57 M,..'/4?SD]C_`"<:"/R6\&2'-^.G^@;?I3_DEC['\O_2')]$C^550.-//0>KQ*K)^3=0A^ M2X#DQS7CI_H(SZ4_Y)8^R'+_`-(;_HD?RBYAQFYZC^7_I#?\`1(_E%4#C'ST'\Y98_P`FVA?AADQS'CI_H,WZ4_Y- M/LER_P#2%)]$C^450.+_`#U'\Y;9/R;*%^&62'+^.G^@[/I3_DUC[)P_G+K&'_)LH/X99(OQ+[&'_)JH7X9ADQRKCI_H2SZ2_Y-/LGS#](+_HD?RBJ!Q2Y[#^FN-MLMMNK#$*:IJ5'(W-5*'*J0J)@BGLV_>@>POFB_:37;=W[/T&!0IA#.J M),+F..YR_M,`VTN;Q)_$R?\TN?X#ED M@5H/P?5S\KBV'D7VCO`JI68_!Z?D#+!;?O5$R>95@9_H?)\@CEK;;S+'>%5@ M9_`'N^IEHMO,HEY\JK%9]/E[/Z7\4-*JL#/]#W>?+6VW711[P*L5G[X%^7^ M+EC;7S+'>=BJ@T]_H_2`,M;:^91WE4WL6L[8O&J#E9DLY:N&Z3U``,NS561. MFFZ1`X"056YS`U]8/8TDFM13=44\B^:7EOF;; M/XG#MY+=&*X8]Q=ZM1L:YPH*4ZT7LY[D/R)XE^(/6>/;RQ.F=D:%[BX-9&(VC8W4NJ[J!34DU`!*NDRF2Q'(HL?6.@%&]"?(!T)69D3XK?'J1XHDY0'JVS472NV#\?6ND4:^V?;7D=\@BW=I M:TC(Y%_\V.GRT8[3?`N*Y"@T-V1)[7V6AO/N\/LHS.?4PFA+>X[_`+[=2(0_ M]832H%12E->W;ZR[3>7X]V*&4[F6O?=UW5*R&7]P!6E:=:UT\_17BXL\WJ_R M(V3?M%VW4&T./6^].I:X$=#0$C6H!T6UB^0, MR-S<6,UG+;W\;0XL>!4M/3<"#U'45]T:K"[Q.-G[0KO+C@UI:LX$"E`""= MW3S>^K0Z)YG[!X[?''#2?%>1Y&/MAP[.D.[-2[-7Y*%0>T)M M;ZX_+6YYW+1TDH)FZSOLIJ@D"96YF[X%.EDN,666Q&%NX<,W&9:>\$&PE^U[ M2#1Y:X;A0C4#2M:U;31L<[<8[)96VERAO\;#:F;>`WT^32CJ MYFU7Q;]%3.B-C\E['J[>M#TO2XG4X5&U6FBJ,AW9=MEH6).2U]IP%7*43M:=3[?4/ MB2U&U[?A]&[WT-N[B3?KE4[%>M<%WA#Q+"O7FMU2/>3%@*RGHN2=)1EAAH2. M<.W;%TD0&Z2(E,MWIT4U87G"Y8;)^0Q^1M[VW8]K']T27-V,UI.]AH/0@`D@Z>6M*ZU.;/B[VG8/#W9>P M>,>K.3.IJNO=Z]6=2\K7-7C6%&MKZ#O$>UM4>@L5T_D*ZWEXAJ]39K.D#)KJ M(JM51;/2BVSUW'^!V]IF[2#+75I/*(W.DM]Q+F@L.TZ`.H:5`/3H15O5>:S7 M,)KC$W,^-MKF&/>`R>@#7$.&X=I%16E1UZ@T/1;#K3XGE*U_O%'BDSTIOG;V M[HZMZ=E%6>MJFG:6TI%[$K\),S-P=FBW#J1AZU1V4NDK+NW+4A2'6("93E$Y MT_/0\+FN+$Y8WMO#8ET@]=VVA82`T5H"YQ'J@'LZ^?NR\IB@O!C!:3RWH;&? M4;6H>`2[I4@-KZQ(5PH#Q(]3SVC.7N^&U"V$C7.'&R+IK.\PZR=;^>K/+4EQ M'-Y!_5`).G8FCG9I$@H^V*ME.@H]HI?)TUOX?=1WV'L3/'WEY&U[3ZU&AU:! MW2M13K2JN;R6VDL\I>B"3N[21S'#I5Q;2I;UI3KVT7G]C>)]0*LWXO0.N=(; MFWEN'E5IFJ\@*;IC7D?`JVFLZLM,`2?0GKB_>RR40P4(1-VW3*@=PBHO'N`. MLD0$C*[%KPV>4Y-]S>PP6EK,Z)TCR=KGM-*-`%3V'K0T(Z'K2FXY/!&,QURI7* M/V;"L:],HV.<:S1Y"$5A4)*1?1TK592ONF$BDX*3L.TA!(RJ?0<=?+\8N,,V MR?//&\3M+FEA)%!2AK0`AP((IV:T*V<5GH,NZ\;##(PPN#7!XH:FM12IH000 M:]NE5G>1@/ZGZ@?_`!KX\M% MKYEC>5))'"/1]C]0`Z?KY:+;S*)?YU)+&CT>J/G\GR]&6MM?WJQO'E4DD9T] M1>GS=/R`.6MM#^Y4>\`[5*+%B'E[/1\8`'RB7+1:'M"CWH58&"1?*8Z8?#TF M#Y``V3^;L;JX!8[PZ`%?O=-"=:I?T>@!](E#,[(&ZO6*O)Z!?@KL$_?$W_4A MZ!S!DMV^=-LA5$TFT)ZI`'XS"/Z72&1-W"W1H6>[=VN6.'+Z83/Q/Y/I$*0O M><>-U)^0H=/V>MK*7R"(=/OYU./7K7<@P3!3K>0#TR-7#Y1%3C/(CU_R"X_D MGJV'AB?[S34W^:\W$;HZ?_`+3.XP__`&^)^OGS M[QWA[SF&,/\`^TVW[,BXWA&X#CV5!_&EQ_[BSM!H/P![OJY\8%MYE]2[P*L# M,?)Y/TA_B!EHMOWJQWGF54K/X0^3^+EHMO,H[W%5BL_T/=^EE@MO,L;CY56* MS_6]?Z'\?+1;>91W>=5BL_T/=\72&6BV_>K&Y5BL_>Z/TOKAEC;;S+!>%8GD M1I:\[HI,75M?[UOW'N986EE/N;IKMI#O)N3C&L3-QRU7=)322S0L4]=2B+LY MB@"@+,D@`>@39W<%_M MV16V1DMI`\$N8`210C::]A)!]T!:=?#FJ'*;D%=MQ6F]Q%ICK>S MXC9B6^QS9=XWAT3Y`15G6AV'JVO:.J\/QEN8R,][-<O7T6K,2#-Z\[1VR29$T@?MR"N99RO\Q;6V%N[*TF?9L?)6US<1-N7!\P`VL:2T-;4D5->SLJ M.M31;0]X>(;4M<;+B--:@TOM[E+LQSKEAM^PU_3<4P60IVM94&AX>>G)"8=- M.E_-I/D%&C%)(ZITUD^\,F99$JOB,5P:>\LI,CD[#RDWX,40#)2D" MG9:VR:UJ<,JV<`9.&K@A)"@04BKMY/H%3M`'=_2^!<:P+\8;_D-F)!>W;;:" MO8=KB7-TU=ZM>M"W3R^'Y=F,JV_^9X:Y+#:VYGEIVC5DXPLMDB]X1]"::VU_16"$[=+9?+]"*2D?18EDH[9MPDX]PT\5#0/*.H/DIY>BQ(VOXJ$V.C^5416=!;MT MURNT3K4MRB*VV5PK*.86>I566=LU94AT05(#DA4DG'0< M2>BL.`1#)822;)VUQ@[F;;O8YXW.:>L6@+7NH0WK3H:D=%QKOETGS'+,BQ\\ M&6@BW;'!IVM.DFM"UO3=T[>@*MK7N9.QMFU?PF+;LN1W_K"X[LVNVK$ZUK"M M1J].WL@VL<1TD;0;B:C3J5J1YRZNHN)37+[B*:::AV[6MEZ,]9P M'Q#7H.AUZ+-]OXFNF&VC^6>Z;12K_41X=;-?ZIV=09=.MJ6]Y94IB'K4*I7Q M93CB%-VT-H7'= M5M:M:*GH=0-5V_M59BRRM[+#(SYG*8WL--Q-0!2AI1Q-!U["NEV1XG,)4[3# M:XU[QEY`;MVHSU!4]W[=H%`B(122T?4+?!1UA8Q%V>.Y,K1U>4H^50,,8R[X MB@'_`&MP8?)FS9\'?-#)=766MK>S,[HHWO)I*YI+26"E0RH/K&GN*JYY5'%* MRWM\;<3W0A;)(U@%8VN`-'$GVJ$>J*^ZLY.-V]]<\J-+47?&J7;UW2K['.7< M>E*M4V4S%O8V1>0TU!S;))=TDUEH69CUVRY2*JHF,GVTE%$C$4-P\G@[K#W] MQCKQ@$\9H:=0:@$$'R$$$:'R@'HNSC\I;Y.S@OK4DPR#I7H002"#YP01^QT6 M@7PR.;N^YCE3OJ+Y(;QMW)GM-))Z4ZU3C6>OW766FR]ZXVK(&RT.C0\ M!XH!^]<`!VK/^A^+;0)VPZ@<;(XU\D=&:9Y#V.'JNC-^[)J\$A0+=,60@K59 M.>&(GI!S46MJ0#O8YVS2Z6)CCO: M![5*@;MO:.E#TU(![D/+H9)+4W&/N(;.=P;'*\#:XG2M"=M>P]:CKI4BS.C. M>J^G+IXMVR.3VQK5/ZEXT\AH.JZZKB2#:4DHIG,S%ZB(>C4B-#V$BSV<-8-2`2X!K1TU--?=)`J5E3I_Q-J':K_8M7[\TCN7 MB+=8G4%BWY#L=W14:V8VG4]1:/Y&T3T8\AWCEPC)U^+BW3IVP6;E431:K=!C M'2.0.;=30RS26U[9RVLP MB,@[P#UF-J213M`!)%.P^1>&U1XO6L=BWC3,=/<>.0VK=1\E+M^+OCWOJ\UR M!1HVP[$7%M!=N9D+> M6[MV;Y8FD[F-I4GJ`#0=3I3W:5HMN6V\\UHV2QGCM;A^V*1P&USJT&AJ*G37 MT5I>2`\2C4T_HOF!OMM0=B(UOAKLJZ:RO<.LG6_GJSRU(<1S:0?U,"3QV!HY MV>2(*/MBK93H*/:*7R=-#N)W,=[BK(S1]Y=QM>T]:-#JT#NE:].RJV&'ZG6;G9:;QTY"<&)CD5/ZZ MFG,8VC@^?*;?;G"R5J]G%TW3E8"-0:`N=)R9`AVO2!C%#I'K,P%O!Q[.B2W8 M_(07HB#P#7HYK2&^8FNHKU7-.8GFSV$[N5S+">S,I8:4ZM74[68IGJF?MIY>1@6SY5BK*A8(RINY:(= M)E>J)"NEW"@+MDE45TDH/X5@D$5LCY= M;/=%(;*=N.DDV-F(`834BM-0*@]?2!0TW2$C1_4CY@\GZ09YH6OF7J=_G4DL M;\)?=\0CEK;4_N5$O"E$BQ_4?_!'],>C+6VA\BB9!Y5)+&@'K=`?HF$H?]EE MHM?+11[SR!5`:-R>LHF`?'VO^M#)=S&-7A8WN/84Z&1.M0!^(H?]D;'^+MU< MGWP]BX"\8I]0"/[(`^0H>3,&>W;V+.QY[51-+MB^JF3R?#TF^41RLWL;=&A9 M[IQU:7O$PB81,(F$3")A%__6^_C")A$PB81:B>5I.\\2'B(7 MX=.;B_29RHYL.D-/$WB9_\)<_P'+*P&?P!]0/K=&? MFX6WF7V'>-*JL#/];]7^-EK;7S*/>!5BM/T/TART6OF6.\)58K3W^CY`RT6O MF4=Y58K,?U(CYA^ME@ME@O/E58K(?U/R?7RT6WF42[S]56*R'X/)Y_K!E@MO M,L;@JQ67N]PCEHMO,L;U7*R`/>'W>8,M%L?(L;E6*R#]3[OT\L;;>0*._P`Z MKE9]'VOZ7UNC+1:^91[P>55BL_T/DRT6OF43(/(M9V\>+VW[OXG'"'DI7*^R M>:@TM0=V0.PYY61>W$L3F-H2"&/83UI04#3J5YB_L;N?DV$R<<8^:01R!QJ M.A?GWS[O=NTTV[*5W4IKV5JHFQ MN_M7];;!\S^:=W6HKNW5I373MI1:SB^$YRVA!\S]F MJ]A:T;2YI]4FA[12G96HS@\//B'L.B;ONF\;[PJTQP[C34'Z#U"NQ.YKSO[= M\BO(RL:^G%+%?T]B2NKT*4?YF(JW9HPP2(K*I]*Z8(J`OP^1Y&&ZL(,?!G)[ MUW>;W$Q,AB%`0-K-@DW=>IW4I7IU%.S@<;/!>S7L^'AM&]WM:!(Z60U()J[> M6;>FFVM>WIU]CS?X,VKE#S4X+7R6UI5=C\>M3H;@;;MC[:]KRT<5O9X2/+6$ M5*M+N4WEB34F6"9^ANBL")TRG-T=`#D./Y5F(P>>MH[E\61F[ONRVM?5)W>L M-.A[:54\UB9,GF,+.^W9)81=YW@=2GK`4]4Z]1V*^^^>$VOXGAKR>TAQ1TEK M/7UHVYJ>Z5R-A:7`5>B(6:S2D$^80Q9V721CT%Q35<]VFL]6$C=,P@`E+Y,U M'CO#;'A;\7>/4,>MUGD?QK;:/V'"0E@DT7E0D=B:KKTC!OZK M+340=ZQ68O&4\\!%8HJ-CNB)=LQ$Q,J3M6.8L[3E.5R3VN=C[KO6$@4<&2$' M<`>M:@5[:5]QE"?-6GNKQMIXH\S_$ M0Y$:6OG+GC_5^(6I>/E#W97FT)#[GJVYKKLFU;EIS:I/)6+>TA!HQ@*S'^PM M')6S]0KD@-E$NE7VD5$-JWN\1Q['7MOB+UUW=7$D9),;HVL;&[<`0[4FI%1T MZUZ4ZTS6&6SU_:392R;:VL#)!02"1SW2-VDC;0`#H:'R4ZUZ8C7#A;XJLCX> M#OPTFG$G7*%:$58OD*GOBC)I;+J#7:K_8D;&5+7SQFQEZU,M)1XB9:1EG M,<92+;G1]G.Y6,8W9AR'&V\A')#D)1+(WK%W;O4=L#"7/J013L:#U-:T"Y4N M,Y([!'CPQ\1C8[I)WC?7;O+@`W4&O:XCH*4J5M2X]<1-W4+Q--]Y"1H%L^V8P&HKN:&5Z5 MKV'JM>T_P:\16D4KQ(N*>MN/>O+SJWEWMC9>XJ3R!F-W5:MEB8^U/TI1&CJZ MW534LC^VRC*+:LDW+@\9%,'BJBRB[E``+GH8[_"3S\?R<]Y(RYM(F1NC$9-2 MT4W;]`T5)H*DCI0%<%^+S<,.>QL%DQ]M=2O>V4R`4!-=NW4DT`KT`/6I"D73 M4>V^&G(#P]=K:]GN.$WR2I_A\:NXW;X2Y@?`Z^99,B?$^0,)#1UETW4 M36Z1[SIS7Y7;1"UX_!"'!D=N:!XHZGJ@%P[":&H[#T6SQ.65]UR&>787ON!4 MMZMKZU0T]H%10]NJ^AD&*1?*8Z8?&8!_2`#9X\6[!JX+VG>..@*_>[9DZU2^ M8!](AC;`W5ZQ5YT"XBX8)_"(_L2_(`YCO+=O8FV0JD:4:$]5,H_R0B/IR!NX MFZ-"SW;NTJ,><3+ZA4R_$4OULJ=D`-**7<^50U+`?J[?1^AT]`90[)4'M*8A M'D4!2>,(_P`L\OQYK/R7[Y3$/F4%2;$>G[,?JYKOR/[Y3$2@GF1'I^S'I^'I M_BYK/R/G4Q"?(H9Y@1#UO.`YKNR/[Y3$!\BAJ2XB'K?IYKNR/[Y3$*QYY7R? M><7>2*?;Z>WH3<).CI_5:\L0>G.OQ2^W\JXRRNN0MQ_\9BX7*XJ<5Y,?)C[C M^1>O&^&ML&EP_$#5/!5NL=0%""$'#%'M`5,P>0Q1#S9Z[F7+> M-X[D^:M;[,0Q7#;A]6DFH]8CR+C\*L;N;BF`?';N+#:Q]?[D+/`=KZZ`>@;= M$@/],5^]9YC[>\._*"W])^!>H^J\A_FKE^?C8US^ZZ)^Z*_>LP>?\-&O(;?T MGX%GZJR'^:.7'\;>MOW81'W17[UD?S@\,_**W])^!8^J\A_FKU^#MS6H?Z\( MC[HM]YS'YP>%_E%;^D_`L_561_S1Z_/QNZU_=C$?=%OO.#XA<*&O([?TGX$^ MJLC_`)H]?GXW]9_NRA_NBWWG,?G$X3^4EMZ3\"?561_S1Z?C?UG^[*'^Z+?> MGXW]9_NRA_NBWWG,_G$X3^4EMZ3\"?561_S1Z_?QNZU_=C$?=%OO.9'B%PH MZ%_E%;^D_`GU5D?\T>OW\;> MMOW81'W17[UC\X/"_P`HK?TGX%CZKR'^:O7+\;&N?W71/W17[UDAS_AITY#; M^D_`L_560_S1R_0VOKH1Z`MT2(_TQ7[UF?M[P[\H+?TGX%CZKR'^:N7[^-77 M?[K(K[HK]ZS(YWQ`Z9^#TGX%CZLO_P#-7+3UX>!$WFL=O.$C%426Y,[B424+ MY0.F=W#G($'WPO)^%!V8'+-=T( MREQ_[BS_`"L_T!]WZ6?)A;>9?3>\"JE9A^I]WZ0Y:+7S+'>=H58K3]#]+Z^6 MMM?,HF0JL5I[W1[O-EC;7S+!>?*JQ68_J?JA]?HRT6RB7^=5BLA'WO=^GEHM MO,H[NU5RLA]_W?)E@MO,L;@JQ60?!^E_$'+1;>98+EK4\-OC#MSCK^^__&Q` M,H/\;?+C9FUZ+[%.Q$W\YT>R>P_-$DY^:7CKYM<+]P;M-U^PN3H^R*&>WY?D M+',?9_YE(7?-[".)]6D4>VM0*CK[HZ+R_&L=>8SZX^=L#>^O'R-H0:M=2AZ5 MI[AZK`V`\.OE.R\)+E)Q2>9@,FWB.4Q)A;\]EN-S1N;0CO(W5K6@Z-.I7YOWPY]X1.^H3?D%Q:J',> M"N?'C4^L[;JB2WZKH>?UGLC7M4@*N%G969"4BHBSU46,*4%6Y5UW"RJBO8*D M!4E#SQ?([%^+DQ;\Q)821WH6,A@;QE^S M(,Q;+V-]M&QS#+W18]C0W<'5`NG0K;1P&X\6#CMQT@*3;]?ZCUA<9 M:;FKC:*/I%:^/:)`RLX9LD1HA)[$N=ZGI683C8]N5^X3=D9'=`8&Z?8+WROC M.2W4>6RLES#R-C&@5)H*5IJ>P>JP-H_&XZ."6VABF/[X$Q(P$ZA#`J3H]G<FB\O!QJ^OKO+Y#(WLUM-<2$;8W--8J M`-#C1P/3U:5[/.K5U_PVN;'X[^-\;/W2O$KFZ-1-[ M"%F1A73IG(K$JDTM:^]?@G*F:E*R\A!<*2,KNIKZIW=?6IT-%GM) M4'Q$^6^E^9-8WKKC6?'&O[0T=/:WT-HKZ<5_9EA97:7KRS=_:;_MNGM?FGYG M>R"8(MD6S83)).SBHB`MB'<^?B;QO"WV#FQUQ+=2PW`?++M+`6@]&LC=UJ!U M))[.AZ].V]G(,K9Y>*^@CMXY8"R*+<'D.(ZN<]HI2NE!V]1TZXQUCA3S1LM7 M\):*O&FJW3GG"+<166QPCMHU*Q)N-95QCK%O"7UN=%RV[Y_.&A)`#Q;7VMPW M]F`1$>](&=N3)X6*;F+[>\<\9"&K*LD\E@+NYSG>0AOU3\?I[3]]H=2A*0VL M2[TDO`-+?3G\3`H+K-$EU7RJJBA""U!,IU[\-F;48.RQ4V4?936[WG<(A*)& M/<74I0[7`D@'3RU[*\MA;HYB[R46-9>13L:-IE,18YK0VM:CJ,(5UL>XWFS/W#=GW M)'C@[[V=9X50R"9$A+T^7SDSU9;/?"U9F.<]NPZ3U;JB MO1IIVM1;YW8XF&96;7Q4W/>(]*S0I^Z[SM%[7.9R"".UX_+U?>6]U+)(VATD M>\FA(H31_3SZKI'CMQ)ZXKC(MHILO9(AP94 MQI#NT_:NP;M-$0.@>Z*ZP6,N\IF+*^DFN[AD@;$8W-V&0[CN>>C@#Y.SRGJJ MI+'.9*VQF)O+&.&UMWL+I1(';Q&-HVM'5I(\O;Y!T5'8OA.\D]OU3Q5:XY:U MBGR?(;D[1-Z<=7\S98U[!W)E1['=I56-LY8%62EZLG,14\"*0KI(JI.E4S'` M$R*]%UMG+*UDXU(T.IN+NG0M(';V4,;?"37+YQ-AX+1AA>P.[Q\K]SVEM6T?M: MWKU#@3V5ZU&2'#6E^+'KN%XM<6+1HW3ND=-3(Y%MU)+=2YQZ.`/4`>YUU6[B_M%`S'8Y]I'%:P4#Y-P?WC1H&M'5I(Z5/N]-#B;8N M#OB)T.D^)3Q/UMQ]UO>M5\O]M;,W)2.0DOO*JUPL1'VI^E*(4976JB2EED+= M*,HMLR3**+*+N4`*7.BW(X.2;!9&XOG,N+6)C#&&$U+13=NT`%2: M=21TH"N<_%YR*'.XZ"R8^WNI7O;(7@4KUV[=2XT`KT`/6I"R(JGA\;Y6Y#^' M39+97V,3KK2GAE(<5]W3S"U59W)579+[3MMHLG'1$8$BNYL"323G$P3>-4EV M9O6[8D`1S2DS6-;9YEC)299;[OF"AH6AX<"33IIH:%;L6%OS>X222,"&*P[E MYJ*AVPM(`KUUU'180ZC\*GD'3HFB\:;KP(XQWUE5;VX&S\U=@\B]IS-%MNME MK%(R1%8OC=1-FZ[NL=L"-BWQ$FBICM6!S-RD53`QSN\Z5SRC&O,M]%EYVO7+MN-9"-L-C+AX'M:_K.Z1Q:6UKTB:YKMP&F@\ MOE7UI&F&Y/53)Y_+\HB&?.77L8T`7T<1$]JBGG^CU1*'Q``?)T92[(CRA2$( MU4%2?./3^V#]7Z^:[\D?W2F(1Y%`4G3#_-/-TYK/R/[Y3$/3105)H1^W'XNG M^-FN[(^=3$2A*3(_J_,(_P`?-9V1_?*8A/D4127']5T>?R9KNR/[Y3$/;10U M)<>GU^CSAT9K.R-?C*8A6J3F.Z]JYN<'!Z>GL1V[PZ^GUJHB/HSZSP*X[_A_ M-3722U_E"OF'+&;.>\$\\=W_`"16]G-9>R3")A$PB81,(F$7_]?[^,(F$3") MA%J5Y/I]YXE7$$GPZ:W*/U&,L.='*MW^&W)F_P#BK?\`AM7BY^GB7Q3_`$2X M_@N69967Z'N_3SX,+;S+ZUO58K(/@]WZ66BV/D4=W:JQ60?J?TOK].6"V\RP M7]-57*S][L^[S=&6BU\RB9&^55BL_P!#Y/X^6BU\RB9!Y%7*R']2/U!_C9:+ M7S*)E[56*R']3\G\?+!;>91,I\JL_O?=VN>.-#+L'9C]ZVBG=DK-,@8F%CUI MJT6VY7&60AJW5*G`MA*\G9^4>+B8C=+I,5!)54W932.8O2QV&N/OC!ZKA4$BM1T/6NG:N)<\OPUK M-+!/-()6/+3][?[0-"`:4/4=FJS)XS\E-111WJ06/$?M?D^MEK;7S+&]2"QP]?9^4?XF M6BU\RQO*DDC1_4^][P!TY8VV\RCO\ZPIGN?/&FOH\+WM)CM\P\% M1K(^E8)[L"1?QE:0@4%&;9&V"Y<1;@5!8J+%033$QQ#I#I[4?&[Y_P!7#NV@ M70=W9+A0[14U\FO:N0_.V#!D?7<3:EHD`::C<:"G3KIV:+,&BS45L"F5"^0" M;TL%=JQ`6Z%+),E6$D6)LD2TF8XK]@J`JL7H,WI.]1/]DDITE'RAFG)8/AED MA>!O:X@^2H-/?70BN&311RLKL>T$5Z="*CHK5Z-Y(::Y$6/=M5U78'TW-<>= MH3FG=J-GL!,PB<'?:Z^D(Z5BV;B79LT)IL@[BUB@Y:BJW.!>DIA`0$=VXP]S M9LMI+A@:V9@>WJ#5ITTTUT/5:EKD[6]?=1V[R7PR%C^A%'#4=0*Z=BR*!BB3 MUCIA\/V0#\@#T9K]PQOM."W.\<>E"L?MV\G-(<=K%I2J[4LCZ%FN0>SH33^K MFS&O36C)`-*BI'N'45[:'JK6W?;/%#P\=94&*-7*SH_6=VVG!ZQI]>UGKT6L. M\V/=V,M(,`=0]+B1*BYEFM:7,XD7)``QDB]ZKVA+TV6\N4Y!<7'=2.FN(XC( MXN?U#&D`]7'LW#H/>"IF?C,%;P!T;8;=\H8T,;TWNJ1T:.VAJ3[Y662DV8>L MX_5_1SS[LCYUV!$H)YD1Z?LQZNOI_BYKNR/[Y3$)IHK1T;D%JO:%DV/4*!>H M2U6;45@3JNRH>+664>4^Q*G?$3B9>UNI+B&WF:^6%VUX'Q3UZ'T%>^>SAT&SAP1)=V= M!%58C5KW7M+DR:9CE0;^T+((=^L(=DG;.0G:$.DP!YC>16NN1NMH?:FKY=Q)5F6=2\8JA),UHB?@IR`DW,/.5ZRP;KH?0< M[$R#0Y%FRP%.!1*8B\DL;UH;,T`]#5KFN`+7-<.CFD'H1[FH M*U\?H(/8?=5U#RW3]OT_+G'=D/WRWQ"-:**>6 M_7>81S7=D/WRD(AY%$/*C[QOTQ'-=^0\KE,1:4"BGE!ZP-T><,UW9`>53$1K MHHIY0>OM_ICFN[(>=2$2BGD^GR@;W?5S7=D.S4?Z5)_*/6SXN;S?(&?(^Q>Z M&BICE+]%(*&/7E"B=52-U^[X,KK*GZ(=%0-U^;*RLMT7'(NT4DPW1 M%R+U^;)!1=HJX=66,T6!HN9>L/=[V7-1VBJAUA\8?+DE6I@9L,T4RJB?KE\_ MR#EW8HG121]8OF^7-J/15E6;\,AMWND]EF_^\9M.TJN5GY.KW?5RT6OF4>\"K%9_H>7W?`& M6BU\RCWE.Q5BLA_4CYP^OEC;7S+!E]Q5RL1_4^[S=.6BV\RB9#Y56*Q]_H#Z MGUQ#+1:_O5#O/.JY6/Z`_4_B#EK;4^11WJN5A^M^K_'RUMKYEC?YU(*PZOL0 M^IT^C+6VJB7JN5@/ZD?J?7$0@LFQ&P`56!5I\:3P_: M39'U2LM]V/'3K"=DZV9F?1FVU`>2\0]4CWK6+6+4C)2G8O7HN)+R_#12.BDGD#P2/XM^HZ=/5ZK/[CGO MK6'*76S7;&H'T[)4QY+RT&BZL-4L--DAD(55-%^0T)9HZ,E4TB**!V%!2`B@ M>4HCG+O,1<8^RR-OD;<7-LXF(DCJ"TU&O0]?UE?P MD9^M]WU?)E#;4_N5M%X\JE$BQ_4><"CT?I@&7-M#Y%$R!2"QI2^MV0^,Q0]( M]&6"U`U("CWGD"J`U;$]=1,/JC\@!DNZB&KQ58WN.@018DZS]/Q%#_LA'%;= MO:GWP]BP'L?B8\4*Y2>0U\2F+O8HCBYMK\2.X&=Q,F\NB<#NV9E6X)%$X&$O1T]AF'NG2V,(B8U]S%WD=7-`+:;JD]G3L/5< M=^;L60WLW>.++>7NWT:20ZM*`=O7M"S@86=A)1S"49IB#:19-7[;OTC)K`@[ M03<(@JD<1%-0$U`[11\I1\F<-]XR-SF[14&B[+8][0ZIH158,POB=<6;'66= MWA[;.GHZW)-3B;)W!Y4IB&@:ON@(^/D&T3:',NA'K1->??.K=!*9%,\8#E8J M:BQ!,'3U9<=E(Y70.B:)_FW?AH()='4BK:5J10G;K3L7)CS&,DC$S97=S\X[ MDN((`DI6AKH.H];2NI6;BD^ MGUOT_)FL[(_OE,0=JAGEQZ1^SZ/T>G-=V1_?*8A40\M^O_3Z113RH_JO)FN[(:^LIB(^11 M3R@]7;_3#-=V0\_52$1\BBGD_A/Y/CZGWOB:M*O.55Y;_%2\)O2L^8Z&NTIO>VYQ07['S9,[%U]KV3F:4LH10Q$U)2L MR$"3V0P&$R9I4W04PF*`^TPEN(.-\FN8Q_C#FQQ^<,(IHPGU?G7XFM MC(/V%7RUP/U%_IT?[:]%XDEPVA;^8O`7@_";=V#Q\U'R4?[7F-G;'U=8/H7? M+,>@UH9.#UY7+JDBL\@QE7A2-'":13`Z5EVH'*<"`0[`6-O!CVFH\E"I9ZYN)*GPXH_)/>>R=>:FL-C7C8LK.;BTC=I.9UHQ7IC7:$PLL@WC^3FQ\,<\ER6/:U@#)&@.Z[#4=" MVA\I)\U.'<7=YCG\AQD-_-)!';"1CG.)?&XEOJ[^AZAU1Y`!YZ]1N.1Y9ZKY:WH6QN MV?3;Z12/)R4:+MT<$W3Q$]EM!B[C)Y-KL?;QPV+)=HV[@3NH7R-`JX-H:-`Z M`T&@*A*I%3J0K]<;X7?6N;# MS3T1RDW;R.XU<1TM(0.T(>Z7WG!H/9/+?CI8*W/T=693K]MUM<;Q=Z]6M@LY M1PH@92!*R.EW3-(!>O04>ZEZ(_5=_\S+)QQH&EMH!Q"U?RQW'8=N6?93A"$]E1WS>J\N,'36E7K;EHK)L M&9(HZBQ.V0'*B#<'3[9OW8>2[QN"DL[47SY6]ZZ)@8&]?XL'JZIT/7IY*F@U M73K%D3^Y;,\O+NG\8X=&T&H%/?H*F#L"3W5Q5X3\._$FH7- MSDWMC?.W+9I&3V+K'86V%[IIS:@;.B9&=LVIX?6;AHBPBW57.V5C4>Y4,=BF MU="@""H(G0S!+99#+Y/`R8J".VB;)1[6;7LV$`/+O(=?/45KVXG%YC\1C,[% MEKB2[E='N8Y^YC]X)+`W04T\U#2AI3H=F7BSTE;_`*29::39)VGV=G<^)*\1 M8ZM+R%?GHI4UTO;996,F(EPTD6*JK5RHF8R2A!,FYLC70T()!'K.[0K\M;/N'F#R_XA\1KOR7W]HW4 M-6\.'4>_2GTWLJ6U_?-S[.E(*M,WTO)W1N5W(2SEFH[4E*T`Z4]H=@6\QMQE,KC,7+?30 MVPL&2^HXM=(\@==W;Y>M?9/:5>CP1`7K=V\3B(<7YQM!TSYLW%L[V2\%D+Z_ M.V\A9DW5P?FBV[2*/(6)P!G;@S-,K,5E3"ATHB01Y?-;[;#QR3N>ZWV;3L_< MU`]7KUZ:=>OEZK?X?#2;D+#-WA;=N&_]UKZW3IUU-.GDZ+P7=ZEUI[1+0)7))1E7JQ'3%A7>3#*.2 M9DEI)^U5=&4%+H&3LE!B>*<>RL>+MY;F665I>]@=T$C^ATJXAM&DUH`:*OYM M/E.2YW'292>*UCCC<&,>6]2QG4:T`)JX"FXD$Z+6._W#NGE!H3PVX#96W[=- M6VG^*FYT51^0R*R+Z]3-9CI+5YZMM!I)3:,BC,6*!?6A8K5T^(Z,L>.3%R*Q M^\,?T999XR_Y*^"U:(CB._=$?9!(DW,(%*`AHJ!34TIT7GN_N\E8\>9/=.,C M*-I[6F[-S[EJNI>+%-W+K%7? M=R=[[EFCAM6R, M[QV]S7.V`FI[!O)(I0T%:T767ESN'B'H3@AS?U]S-Y)[CVKO[86B&&U=;[+V ML[ONK]N1VVJH[LUCKM4Y) MQZYPUM!:6L4Q8]C-CXS$[:'.?7KN]H]A/8159GCNL1C\%F[?+W$US<21!['O MW,D$C=Q`;V4]D=H'D*MCRCV'R>#>'*_;EMVGRNN.IM>;-F2ZPW1P-Y)4VU:\ MXYTNO/R&<5/:/'N%FF*:%LC*\9)"R$FY*#4<+)+&4%1M^WFOQ!Q+[#"64-O9 MQW\T(WPWD#V/GBU\F_)"]RUW+<73[.*4[)+69KF M0M!]F2('V@.C]Q;VUJ.JR/>W>Z\NO$)U5J2/YC[^JFA]I^'70MFOBZUM\QJE MYM"4>2A7JLK#58QI:*UY;+&7NW\BJS;@_+%LW4;[0+=94#<1\D6"XI?Y&3!V MS\E!EGQ??&B01@"E"[H7M;[+:G;N+7TJ`NI67+\BM+-F8G982XYDGJ.,9>2= M0WJ&..IH*[06UH2M<^]MC[@MG'2R<<[9N6Y;2B.-_B^:VU/J'>MO=A9KHM"? M1#?$6W0D)>1[TEC>U!U$HO"&7.L3I?=R0WLA&Z9/48UEC%E8,I%8LA?=\?DF MEA;ZK:A\!J`/9#PXCI32OM5)\]?2WUPZ, M)];4D`$UVD5&KJ^JMS-A>27]@:MCK?);DK7*)J-$53%,S['V*:7I[VVQ%SC^8X^:SQK;BPL72-C@C>9('LC< MX;[ET<8>7.;4@"I%=U=3P+6ZR4%[QN]CN[YT5W=-8Y\SVADK7/`]6`/>6`-/ M0DT_<^01:0\O7$J"\:#BJA,NTG;A)@S?/`8@FD90Y5%1SS7)+[C-_@N0L;\U^L;20=R;:RN8NZH_: M8IWF(,T!`+G-&ZIH*!=G"PYNSRN(>3SR?Z[S9\J=?^=>Y$7D:HQI/X##]7Y.C-=U M_P#OE,1GR*,:2_1_3Z=2$044\E^O]'\ M3*'7Q\JD(AY%'/)?HC[OT4*)U5(W7[O@RMRFW1JY6'ZWZO\?+1:K&_SJN5A^M#ZG\0,M;:^91+_`#J05@/ZD?J? M7$I!8X?U(?4^OEHMO,L%_G4DD:/ZD?J> M3S=`98VV\RB7CRJ02,_6_7^7+A:G]RL=X%+)%C^H]_\`4CZ0#+1:'R*)D"KE MCBE]82A\9BAZ1Z,L%J!J0H][Y`JGLK8GK*)^3X.D?D`,EW43=7A8WO/8M(G( M63-Q\VR&RK6>_T>2630.8J;F4A8&LLG:1A M!4[<2@))'G7E+TR39_@TF3#[%+EU+'/TCUA[=JKX`+T=62X_+%]5\G+ M1T%L*_\`ZU'D37?6G&`3_P!Y/_N*9XAFQ-E[6YY<*N",=N797'O1^YJEM"^[ M'N&G;.:A;!V%*52%L+J(UU%7I-%R]BV2?T>*#MLB!2/$)82J%5.5N!*L/+:P M87+9GYK'-+)Q(U_RAWU?:5Q^JG%*^ZI9 M&^[BTP-`8\,CD(=L-1T+0?=/N+S]_<7N.BY+C8;^9\4#87,>7'>PN?&"W>* M'J'$4\@\Y5WN5,ORNT5I+AQJ^"Y,USL,J+JCT%8 MND-&W>U23.MZ>J]C=RIRLDE7Q0*HB"8F5157;J\_&7>.O[O-7#[."**PA(8" MUSV]'.^^2-;5SR*=:#T$`C=R4>0LK3$V\=[/++?3`O(<&.]EOWN-SC1@->E3 MZ14+UFAE]YT&%YQZ1Y9<@.2/&_BS`4K7>R:GL"?YJ:3V!S`X^O82PU.3FJRT MNVLK3?KE%0VR7!TVS-!:%(D\8+E8-2"\?"=SJ7][9W#L)=XBT@NLF^1["T6\ MK8):AP!H]K&DLU)#NA&X]&]+[**[@9F;3*7D]OC6L:\.,\;IXB"TD;F.7DUI]IJ.QQ7$+4_*?;T[N.WR\3.R%9 M9-N15UB7JD=1VP03X9,\O<02!WKAT; MTU;ZO45U'5W>7IWN/B#H/@;SAUYS0Y*[EVMR`V'H9AM;6VS-L.[]J[;L=MNI MN[/9*Y7*&];E0A!K:J!HR-43,*\;UDV[Q-M+PSMD_03 M=-E3)J%(H`*)F$IND!$,Z%J8;G+\!@GC:^-^*K1P!!^]`Z&H6A.-.I[_`*]K^C]BN] MYNKJ[DC>Z5F\,:USP&`5%-P97H1V^:GH>ZNVC>T1NVEQVA=3K70>>N'/&JO1%E\&+Q2H.Q69C@D%T`1`H%[\"D*(=!1[&8OI(.?\,;'$8S):0@L[6A[IFN: M?+M!(-?(N5C+=DO#.4B20/VW,IW=A+6Q.#A[I`(]U?1?PYV99=D\2>,VP+D= MRI:[EH?5-CL3MT8XKR4S*TB%=R$R85/L^S-.53.R](F'L+!]D;UA^1]I[R^CX5S[K$8NXF'WV2WC<:]I+02??U]]9$GE?UW MGZ<\^[(?OEUA%YE%/*C^J^+-=V0_?*0B/D44\H/3T"?]/-=U_P"=3$1IHHAY M/WA,/G'-=U_YU+NE&-)_KOT_X^4.R'[Y2[H**:3][M>3_7=/GZ,H=?_OE,1'WE&/)#^J^K]?-=U_\`OE(1 M>=1327Z_],!RAU\?*I"(*,>2_7>;I^OT90Z^/E4A&/(HQI+]'T92Z]/[I2$? MD"UW\BG'M'-;AYVW;S[P_P#\ M'>?R2^AG/4+T281,(F$3")A$PB__T?OXPB81,(F$6I/E!8ZU5/$IX@S=NL,% M5H-MIO1DW#5FD=PNH4A`,%\DIN(:-:"XFC@3T%2OGV7N;>S\0>+SW5PR*$6L]7/<&M%0X"I/3J= M%F27?O'H/]O?3`=75M"CA\DYG@QQW+Z?5-S^"?\`0X/\?:=%#H_P#X M\&6CCN6[<76 M#C^3&N-N/P3_`+E8^T.%/_&+7\-']TN7[XKC<3_;[TR;]`NSJ0/_`%T[F?J3 M(C7%W/X)_P!RL?:#"G_C-I^&C^Z7X/)3C>3JWKIPW^Z?2`^2:S'U5D6Z8>Z_ M!/\`N4^O<*?^-VGX:/[I:[.>[?5VZ)'C3O;1^[=!J<@>).Z8;9%'C9[<%(A8 MJ[T6<=1<5MW6;Z=-).QABVZKLTS).!()`79E3-V2JBHGU\2W(6HO;2YP]V+. MXC+7$0R$M<*ECJ;>M#^RN-E[O$W1L;NUS=G\]MY0YH,\8#FF@>VN[I4=OF\Z MR/WB^X)H0LN9AWYP% MJ]%TP4Z?LTC^3.7;_:2R[[YKB[IO>,+'?>'&K3J.K#3W10KHW-YQ>^[CYUEK M1W=O#V_?V"CAH>CQ7W#4+SG)N.X`\P:8PHG(.W:.OL-"2?SY6G8[;@X"R52< M!$40EZQ:JW:XFP0CH2@7O"HN2H.>[("Z:I2@4*[23E..E,UGC;QKB*'[R\@C MR$%A!]'3LHE]<<4R40AO,G9O:#4??V`@^4$/!'IZ]H5EM?<=?"SU?IO:6B*@ M[TLVU_N]JFSV\#W>ZS^W[#;(+*+M4+!L)>_FO0H,EEE#-TF\@W2;F54%(I!5 M4$TKF^YC/=6]Y)87G?1'U*0.VM]QNS;Z0:]*Z*B!O#+>UN+./(6?Y0BGOJXVP*QX>>T./E:XLW^=T3:=%TRMU*J5"E2VVHMRM6(JB0: M5:J*L':S7#Z9QTW!P2/LJA%+RZWOI,C!C;UMXYSG%P M@?U+C5U6[-I!/6E*>;H%M37'$;BQCQT^3LG6C&M#6F=G0-%!0[]P('2M:^4] M2L=Z_P`/?"2K6I=@Z49I:>>4G:\A6Y/9:LER&F'5ONCJH3"<]622]^)LE&Z$ MCX:52*LDS;/D&8G`1,D83'$VQ-EN=27<%Y\PO!-$"&4MCM;N%#1O=[:D=I!/ MG6I';<'9:SV@R%F8I2"^MPW<[::BKN\W4![`:>9=GI_B]X5F@[6QNFK'.L86 M;CX.:K+=*8Y0WF]5XU>L4([KEKM-0:@[FQ!P((KT*NM(>$64K9K;)6;7@$=;H.%"* M$;72N:>G3J%Y'7O##PD=5[/B-MTQGI=I9ZU-#9:A'R>]G-BIM,L(N$WGSU5J M/8+])U>*D$GZ17#F)S:.(MG-1S MA&'$4Z'KU&M5&WM."6URR[BR%D)&NJT&X:6M/E:TR;0:]1TZ'2BNE/:A\-VQ MH\D4)F7U*]2Y=.ZD_P"0Q0W_`"[?\83JC/GLG5E>EILA`U4^:WL@L?LP@QI5 M^WT+`H4"@'.;>,O0;,.$/^*N]3<`'?WKUJ@?'W4[%N.^Q<@R`?D[, MBZ+>]_QEOK;35O\`?/5H3\7;YUY7=7'OPR]^Q>JXS9,EJ:0_$I6(RD:WF(3> M[JJVF!I,2R1CF=26ME;OL79)J$39(B0"/G3DY#*K*$.15950\;+(\^QK[Q]I MC+T=^\N>#;.`O$R/N43QYL.GM<1=^GT[/:8YEN8LTS?3**"C9%=HWM M%WG$H1L@W5$B;5@#9JF3H`J8``='.RTG.,TZ!^3Q5]*^)NUI^;/%!Y]L8J?. M:GSK;QUSPW$MF;C\K91MD=NYOM,()%0:@5![=5YV2TXW?\` M(,Q>Y++6+K&5D?=D7,;7`M8UKO9>"!T(IH1V+/$FG_#@;5?0E+8KZ6C:OQBO M##96D(>*W,K%H4V]1LLC/-[*NK'7QLZML@K,H%$".PA;D;$16L@?$! M<-&UP-=W23UC7J=U:]M5[`8?@O\`C:V5O):Q::?[+W%0D-7[,F97:[*9B[?0 M$&D;'A6).G2MN>4HL>LQB4$5NZCDE'"91*J8X'4[6@X\[-A9XP8C("SMY>]C M`MG@L?4G<'B,/K4DBKJ#LIT6P+KAWSRZOSEK$W,T>QY-PPAS.@VEI?MI0`&C M>O:L<=7\0/"NTULN'VQ0T-1-+96)->9IBA M9`K\I5T%B-Q49K$*9L*(E+T='(9[Q0R5E)C[K'Y`V[VT?MM'-<\#I1[FQ!Q% M.A%?6'M57/M+3P^LKIEY!D;(3,-6UN6N#3K5K72%H->HZ=#I11MI\/\`PKMP M[$G-H7='5"]HMDJ>WM MR^[GR%D97FKJ7+6AQ\KFMD`)KU)IU.M5C+MCBCQSW1SKC[_?)_0[KBQ!\3X' M3M9BH+<\'4I^I7"K6(5ZT%4;5:PQ$S`-(2`,+=%9LX(D*!C-SD.B^TL\1E!R1^2=,XNM)7M?&]M';R^-S7%SNI!!-?6!!`*Y=Y;<9ON0MN; MC*X\X=MF(V@7,;7-[,C- MRUN$;;I>,7@;2B&4A',;K,V*.OK2QV64382:J/=R+IRU%'NT^Z[M%`B?DIW(V`M M(I1*T?.6@]X`0'%PDW.-"1ZQ(I04H!2Y\_!<(+/MN8WG8)_4,SLZPZMD-*SD M[);7;.X^6U?++K.)*HOZDK;S4URR?'<'!54T>+HY#B05>P/9SD1GQ$M\9%B( M,/DFX]EP)VM%K(")1T#P_NMX([!NI7K2JWGW7"YKV3(RY>P==NA,1)N&4,9U M:6]YMH?[6OG6-%3X8^%C27M2DH)/7A)/7UVB[_KZ3=[D:-/PQ=\E\7;MEU'+C,@8YX3%(!84$C7# M:[>.XH7%O3=[0'1I`)"Y<&/\.K=T#X\C9[XI`]A-WU80:C:>]Z`'K30GJ02K MH*:9\.=3:.R=RK-]'NM@[?KDY4]F23O9Z+N%N4#909?/[68I3JXK4=1>7-') M'7'1N97:6R"+O*-J:`OH M-*4`6_\`_P!@F\NK\Y#'FZG86R$W#"UP=3<"SO-G6@J=M?.O'Z/XZ>'#QFN; MK9VGBZMCKVA&2,;"2TMN@UN>UV*>D<>T0E/^FEXF&591>$.M&00[K69KGD`=Y*YNT[72.[*^RUI-#5.-WN"QT5_=7W( M,?\`6=W.Z63;<1$-J3L8#N%0P?KD]E%FR;?>G/[[FLO[O:K\@RHYX)W&N7_D MKDOHT_W"]+]HN-Z_:"Q_#Q?=*.;?6G!_VW-9^:^58!_MKE3N,\Q_)3)?19_N M%+[1<:_*&Q_#Q?=J@;?&G!_VV]:#_P"'=6^7YUREW&.9?DID_HL_W"S]H^-? ME#8_AXONE'-O?3O]]G6H_'>ZN/R2F4NXMS/\E,G]%G^X4OM)QG\H;'\/%]VJ M)M[:>][;&M?[NJN/RRN5.XKS/\D\G]%G^36?M+QG\H;#\/%]VHYM[:@_OL:V M\U[J_P#IIE1XIS,_T2RGT6?[A2^TO&ORAL?P\7W:L]O_`'+JR5T3NN,CMF:_ M?R$CJ38[%BQ97.NNGCUX[ITRW;-&C5"2.LYS<]SK:9K6M%Q&7.Z:__P`ZF7]JXW*/&K_U M)Y1_I4G\H];/AQ_R3QO_`$2/^`%E.IZYO-\@9\C[%[H:*F.4OT4@H8]>4*)U M5(W7[O@RMRFW1UGA8JTW2M0$D9FL,`F@[*QEI)HZ%L MLHBFMK&:2/ZJM15K'.%0P]*@$5ZK\Y\$RV M,LK#-0W>2@BE^M+@[7R,::$MZT<0:>=;'B;]X\_W^-,A_NH40X7\<6GX:/[IZ_`R?::'-=UAGC7_/+A'7E[WQQ'Y7:7W1HU?;7&Z_R,58H65VW2(9O>]$[-CU: MSLN!))*R2S<;#`1[L[^'(X,1L"JCD.D%3I"'8Q1R\-EE\7?86^%KCJ==.RJXV3N\/->XO)V>;LOG5O)0@SQ#=&\4>*[M0.K:]-5D1 MM=;A#NRY:>V!LV]ZCLUNT%;5;SJ67_'2A#?1.TKGBE590&%?NT5&3O:4A6P] MQ)HO&P=UY$_LC]KBVXY;90WEO;8F];#<,VR#YN\[F]>E3&2-3U:05T[B\XI= MS6D]QE[-TL#]S#\X8-KNG6@>`=!T-0O)\EZSP&Y=UJ%J^_;3IBZM:O)*S-2E MDMM1%1S7,(.IITJ*FAZK&0GXAE(V17V6LGAIJT]^P.:?*'!X([ M.WK055GJ]QH\+:K:(V%QOBATR756VI*`F=HL%=YNS6B_RU7L+&UU]]9MAI;` M1OSLT38(\CEND222;HB=4A$RI+K$4LGR?/YCAB861@+*QM3:SQ$O'QIS( M`[1>$<*)*'(HOR%EBK]ETXFI%O)1VXU(+2PM()ZT(I7W%N MW=UPZ_M6V-WE;%]LVE`9V5%!0$.#Z@@=*@U6.D7Q!\*&'U%;-()-=0.J%?;% M!6N\@[W_`#)K5;Y^LJN5Z^[GKVWV.VNCIM$+/%CH,ROR,4U%E#`CVE#B;=ES M7B0^^AR/S"^%S$TM92U.UK7>U1G=%E305.VO0=>@6E':\!;:2V/UA9&"1P<[ M_&6[G$:$O[S=T[!6GF7;:FXS>%]HZ==6'6Z^L8YZ^JT[2'[.P9+;(V8<6%IK=![2UPH06OEK2E/JEFODM7H60*_*5=!8C M<5&:Q"G;"B)2]"_SGB7D+*2PN<=?F![:/I:N:YX`I1[FQ!Q%.A%:$>U51M+3 M@-E1KW^;BIE_9(I9BQ\O8[GN^@N:#,EXC MPW&,NHL9?B>SA[J$_-"=D>W;MH82'>KTJX.=YZK9D9P62&^MY,G9&*YE[R0? M.1ZSZ[JU[VK>O8T@>90-\:`\-ODC8ZG;MMO]435GIL*TJ\5/P^[EZA+.ZFR[ MT6]6GG]2O$,YL$*F98PE([,LJGVC@FH4JBH'JQF3\2<+#<6^.Q=^V"5Q<6FT M<\!Y^,T/B.T^Y0'I4=!3-^S@F3EAFO,I9.E8T-!%RUI+1\4EL@J/=_;*Q[WG MQ^XW1W%R6[GN]8AC6AHHW7 M1;)ZYN+CS3ZW7ZC6MI:GBJY582*KD!%M;_4RMXV%A&#>,BH]N4TN)BH,V+5- M,H"(_8E#/GUSB.87,\US/Q[(NGD>7.)MYNKG&I/L=I)7K8 MWD%C^'B^Z4U7Y0ELH=QKE M_P"2V2^C3?<*0Y'QO\H;'\/%]VJ!M]Z<'_;+[M4#;VT_\` MWV-:_P!W57^7YURD\4YG^2>3^BS_`":D.2\:_*&Q_#Q?=*@;>NH/[[&MO[NJ MOZ)3*W<3YI^264^BS_)K/VEXU^4-C^'B^[6&FT;M4[GS0X?JU6TUVS)L&VW4 MWIZ_-QLT1F=Q4%S($='CG3D&YEBI&$H'Z!,!1Z.H<_2O@CBLQB^%>(CJ3")A$PB81,(F$7_TOOXPB81,(F$6/\`NCBWH7D&LR>[ M=UK7KI+1,2^AH.7ED%E7T*T?F,LJ#`Q%TTBF*Y$%0[13!VP#I\GDSI6.8R>- M:]EA>/B8XU(;VD+CY+`8;,/BDR>/CFD8*-+J]`>M!U\JQ/\`X)WB#^XE/[@R M^\9O_:OD/XUE](^!G^PL_8;BGXC@]!^%1S^ M%!Q#*!NBE$\G]!9_#_2,B>8,B[F/)`?YUE](^!6#@?$C_P`$A]!^%1C^%3Q'+T@%)2ZNON&?P?TC(?;+ MDM#_`+UD](^!8'!.)$5^HX?0?A5#^"LXD`'^HI/[BT^\9`\TY+^-9?2/@4F\ M$XDX$_4E2^P/$:_P`QP>@_"HY_"XXH%ZJ:3K_G+3]'^@Y4[GG* MAU^MY?3_`&%(<4@$0"FI_<6GP?TG*7<_Y6-,O+Z?[" ME]@.(?B.#T'X5'/X8'%,O3T4U/R?T%K]YRD^(7+17_>\OI_L+(\/^'U'^XH? M0?A4$_AC\5@$0"FI?<6OZ/\`0GY>G^8M/>Z?Z#FN_Q'Y>*TS$OI5C?#SAQJ?J*'T'X5B>AJ_PF7>W# M:&9[DTPYV\64&!"C)76LGE5+&#@K,U715!3YO7M9'ANY&+(L:0!8#)BCVRF* M$G\]Y\V'YQ\_N.XI6M.SRZ:>?18'`.%$[?J2WW>X?A63A_#3XN@/0%03ZOYR MU^\YSG^)W,QIF9?2I?F\X=^(H?0?A4$_AL\82]KHJ*?D#R?M+7X.G^=9K.\4 MN:_CF3TJT>'7#20/J*#T'X5#/X;_`!D*'2%12^XM?O6:S_%7FX/3-2^E6GPW MX93^8H?0?A40_AR<9@`1"HI]?1_*FWWK-9WBUSD._GJ3TK(\-^%]!]0P^@_" MHJGAT<:`#I"I)A_B3;X/Z5FN_P`7N=M(IFY/2K&^&O"B?YAA]!^%1#>';QK# MJJ:?O_S)M[W^)9K/\8N>BM,W)KY5/\VG"A_P&'T'X5"4\//C<'3T5-(.C^A- MOAZ/YUE+O&7GP'\]R>E/S:<*J/\`<,/H/PJ(?P^..`"(!5$ON3?X/Z7FJ_QI M\01IG)/2I_FSX3^(8?0?A40_A^\(@'3.R>E6#PPX0?^`0>@_" MHI^`W'&/!_Q!!Z#\*CFX$\>>G_`%+) M^_\`S-O][RIWCIXC@?S]+Z5+\U_!S3_<$'H/PK)?7M"A-;5QK4ZZ51.'8"(, MD%`3`&R()(()MT@3(0`2230``Z>D?T<^5\@S5[R')3Y7(OW7LIJ]W:XDDDGS MDE>UQUA:XNS@L;*,,M8V@-:-&@"@`\P7K5/7-YOD#//=BZ0T5,OS9(*+M%7# MJRQFBP-%S+UA[O>RYJ.T54.L/C#YJZ\AHUZN[>/GSN/0$%I!R]4[Y95T*YUBB85A,;[ M$`\IASZUC/&3Q&Q\+(&(A'7.R>E8/AAP@?\`@]!^%2T_#] MXYB(`-52^Y-_O67L\;?$(ZYR3TJMWACPD=?J&'T'X5*)X?''`P^6J)=73_*F M_P![R]GC3X@G7.2>E1_-GPG\0P^@_"I:?AY\;AZ.FII#TC_.FWP_TK-MOC+S MXC^>Y/2H?FTX57^88?0?A4TGAV\:QZZFG[W\R;>__B67,\8>>FE+W.W$US4GI4'>&O"P?YAA]! M^%2B>''QF$I1&I)^4?YTV^'^E9LL\6N&_Q MC,'3]$4NOH_E+7[UFPSQ6YN=&_#*?S%#Z#\*F$\-GC`;HZ:BGY?Z" MU^#^E9LM\4N:G_C,GI51\.N&_B*#T'X5.3\-/BZ(]`U!/J_G+7]#^@YLL\3N M9G7,R^E5?F\X=^(H?0?A4PGAF\6C='33T_*'\Z:_'_.@_"I!?#*XLB41^AZ?DZ`_E+3R_P#Y'-AOB/R\TKF)?2HN\/.'"G^X MH?0?A4I/PQ^*QA\M-2ZP#^4M??\`\1S89XA\N(J\OI_L*!\/^']?]Q0^@_"JY?"\XI"( M`--3^XM/@_I.7-Y_RLZY>7T_V%C[`<0_$<'H/PJ23PN.*!NCIIJ?W%I\7\YR MYO/.5'K];R^G^PH_8'B%3_N*#T'X5(#PM>)W3_J,3^XL_O&6MYUR@ZY:7TJ/ MV!XC7^8X/0?A58GA9<3!ZZ6G]Q:?!_2,N;S7DWXVE]/]A#P+B(_X'!Z#\*K?P5?$C]Q2?O?S M%I[X=/\`.FE$\O]!9_>,D.8,D.8(/[B4_N#+[QEGVKY#^-9?2/@ M6/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_ M<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^ M!/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_ M<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^ M!/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_ M<2G]P9?>,?:OD/XUE](^!/L-Q3\20^@_"G\$[Q!_<2G]P9?>,?:OD/XUE](^ M!/L-Q3\20^@_"O34[PS>,M`LL5;ZC7EH2Q0JJRT=)LTF)'+8SAJNR<@0QFQ@ M`'#-RHD;R>J<^!U*M.AH01Z"`5M67%./8ZZBO;'%Q1W3* M[7`&HJ"TTZ]H)'OK85G%7HDPB81,(F$3")A%_]/[^,(F$3")A$PB81,(F$3" M)A$PB81,(F$3"+CE!U/NK*_,I.A65%5ZC^[W\P=&H/:*BAD':J]NB@J]8_%Z M,AV%8;[!48>KW?H945F/1RH'];]CZ1RIZM;JH"GN^IE!T1BCFZ\UY%(ZJ(KZ M?KY0[12&H]Q0C^L/F^3-9ZFHBO6;S>C*'=JDW4+JU?6'W>^.42:*;5XJ]L[# M(4>WL*D[!A:WU6L3.LOC*]P5G87,0\1A79EOYB#>2.F<3?:]'3FM5H>TO'J5 M%?<[58/9=36B^5J5V?Q/?^#56^)]:)6!YF)EJ]`B>/\`'QZ+7D='\O6.Q(U& M9LQ:T5-&XQ$P6=;NG:D\<46ZD>)FWM!NV#8WH.ZNQFS>.K\QZDO^)W>W2NA% M.SR]:=JU]S/FX8/XSR=M5]4K!-^E'1R4JNBZE$V#1.2T%D:A0E.KW?!FG+J%IZ#>C-.3M]U3.OOKK5?MOC]. M:S]%GXP4!3K'W>]FE(I]A4!3K'W>^.:DFBL9HH2GVWQ^G-5^BL;JNO/ZP^;Y M`S7?H%D*,;K\XYKOT4Q\542^L/G^7-:13&@493US>;Y`S4[%:-%3'*7Z*04, M>O*%$ZJD;K]WP96Y3;HN`]65/T0Z*@;K\V5E9;HN.1=HI*@X;I.VZ[5<#&1< MHJMUBD441.9)8ADU`*JB=-9(PD,/08IBF*/E`0'#=%)CW1O9(SVFD$=`>HZZ M'H?BG!2)[S9G+B"?*IG7-7)A49`I^](": MAFBQNGVA`GE,*I%,+]4^'>;XMRZR%I>8.P9GX65D;W$0$C0:=ZP;=.HWM^*X M]!M+5A[^-[;/]]#8G]VME_TSQ4KZ7]F^._B&R_`1?DI@[94CIV,>6GK MHO%-GC)TF55!=(W0!@`Q#>4I@`Q1Z0,`"`AFT#7J-%^0 M+NTN;"ZN+*\A='=1/+7M=T+7`T(/ZJ'4=%Z(,V&:*DJHGZY?/\@Y=V*)T4D? M6+YOES:CT595[X!S:9HJS\924^L?B^MFRS3WU`J>G]K\?IR]FBP[534O M6\PYM1JM^B[!+K\WULVF=BK[%.2^U^/TYO,T4/C%=DG[WQ%].;4?8L#7WUV" M?5[O@S;BU*@_53D_5)\?I'-UGMJD]JG)>KY\W&+`T79)]9?=[V;C.Q:YU*[- M+UO-Z0S=C5/:%V*?VOQ>C-F-9=HI1?5-\89N,[%%^C?<4U+K_9%].;<>BI=V M>ZNT3ZR_%Z,O9V*!U*E$]8//\F;#%$JQ1&JD)^GT M9L]BB]3R>MYO3E[>U':J1[WF#Y,L"JDT:I*76'\CZ,M&BB[V`IHY-NJD[12D MNHGG].3['+7=J%*S(T"ROW+AJ/=6%IB\2,9S<_+_`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`F!`2;]E#%<6=X35T\.V0-).TM!JX;=#T'ZX53W%KH_P!R MZHKY^Q>K\('?U^W3Q+^B6Z)R8GM]\<=E7[C_`+C?V:5>S%G?6.ES*B\7(SDE M)K.9*4>FK\FV9KO5E%3NWC%P;=^VMQNH76J^KYPS3DU*V#HH"GJC_)9I.]H+(U M"A*=7N^#-.74*YFJZ]3T&]&:?UA\WR!FN_0+(48W7YQS7?HI MCXJHE]8?/\N:TBF-`HRGKF\WR!FIV*T:*F.4OT4@H8]>4*)U5(W7[O@RMRFW M1K5^[0$K5;5%-9J`FFAV1.W-< MW4']@@CH0:@@D$$$A?/IR674JED%(0'LE$RAX.8,0@( MH3;%+R^3H(Z2#O4P#]L32P11?LG@?.;/F6.W$-CR\(`FBK[W>,[3&X^^P^J: M]'.QAS"]ZLZN''+%SI293I5U=N'.K)MZ*AU.PJZ7ILHY,4II=BF4PJ#$.3]` MOFY"F'^;)%[P%"+6QR;>A]E?)?$SP\9RFU.5Q<;6\@B;Y@)F#XCCIO'][<:? MN7';0MWY-'39\U;O63A!XS>((NFCMJLFX;.FSA,JJ#ANND8Z2Z"Z1P,0Y1$I MBB`@(@.=%FB_)$DH(/0@Z*6GZY?/\@Y=V*HZ*2/ MK%\WRYM1Z*LJN3UO=\`YM,T59^,I*?6/Q?6S99I[Z@5/3^U^/TY>S18=JIJ7 MK>8U3DO5\^;C%@:+LD^LON][-QG8ML'G^3-ABB5.3][W>_FPS0J!U*E%Z\O8HC52$_3Z M,V>Q1>IY/6\WIR]O:CM5(][S!\F6!52:-4E+K#^1]&6C11=[`4T- M<6B:H^TM=7..;*I-[%0+9`.6SZ.F#-SBGW2@+-5C]V8Z1E$D3IWH"1HM"G%G MFWQ+XST/C?R1X_:QW!;X#G1R[3XO0.L/$]Y<:?V%8&8P#:6G:MN&?:S;!(\L[DB(3*C!!'V9N M<2*X4Z`@>5;(?#5W#L;?_!'C%N;;EB^ENR=AZS8V"X63YH@H'YXEUI&204=_ M,]9C(:!C^TDW('=M6J"0='2!>D1ZS@NB"R;=T5%4@+H MHJ]I,N*J6T]I"[K^&HU%_P`#'Q+OR.;/^$.5$=3U2GG"\]:?'3X^4>OR=KN7 M%/Q$:I5X5$CJ9L=EXHRL!`Q#0RR2`NY28F+6RC6#8BBQ0$ZJI0Z1``Z3"`#7 ML)Z`A9IYUMYHMZJFT*+4=DT29:6*E7ZL05RJ<\P."C.8KEDC6TQ#23W105>L?B]&0["L-]@J,/5[OT,J*S M'HY=7*2,?$,7TM+/F<7%1;%S(R1/\`[.\H?:2G3;_TA\*SN%5YJS>-=P8J<6I.661WS`0J#N.;/)B=XS;R M@8E@$E(MHY-R^E)NDQ\>W025=E,8!4[PX!V4B**B1,U9L9W=&AI/]L/A4M[0 M>JVGL)*/F6#"8B'K63BI5DTDHR28KINF,A'OFZ;ID]9N43'1;T9KN[5)NH75J^L/N]\0&NG;(>B086;4QUIV06C0*'?'E'E) M/+LVP)B"@KN2=GM#]@;:Q%P+?)6Y=_%O]1WN.Z?LT*A*W="ZFHZ^A:M?#=Y3 M41UXD-F^C%KJKFO^(OQGUMR"FJC7IF-=*4#E#3(!Z?9])EH9NZ5=0T>R/-U5,3QWIZ^T M*^^OI>5^V^+T9X5W[:Z+=0NM5]7SAFG)J5L'10%/5'^2S2=[061J%"4ZO=\& M:OS9(*+M%Y2_4&K[-J,Q2KA')R4%--C(.$Q M`I7#58.DS:0CUS$.+228+="B"H`(D.4.D!#I`;&BH(*Z6&R]_@LA:Y3&SEEW M$ZH/81VM<.UKAT<.T>E?/!R'X_VCC_=5H"6*M(UN0,JYJ5J*W%)I.1Y>P)TE M.R8Z;:7CA4!-TW$>DIN@Y>E)1,YJW-+3YE^T.&$7+T:"ZC]0[,DA^@S]P#>I6!V/2%1D7BX"6- MD7!SAW=9>KJB)5!`09+&Z3""!C&2VK>;:=CCZJ^'>*?AQ];QSS18= MJIJ7K>8DP=2T@?A53W!@>\Z`5]"PQJGB;\=+EQ\U%R1K;#8DG2]P;QJ_'J.@48 MBK?36G[&M,R]B&+2]Q8W,(J*8-B-DWBQVKY\L+!XW6225[SLAZ5W&]FXSL6N=2NS2];S>D, MW8U3VA2F3IL\13<,W"#MN?ME(NV6371.9(YT52E52,8AA353,4P`/D,40'RA MFRP$&A'59=HNQ+ZIOC#-QG8HOT;[BKG<-VB*CETNBV;(!WBSAPJ1%!%,O2)C MJJJ&*FF0H=8B(`&;Q1&JD)^GT9L]BB]3R>MYO3E[>U':J1[WF#Y,L"JDT:I*76'\ MCZ,M&BB[V`IHY-NJD[12DNHGG].3['+7=J%*S(T"ROW+AJ/=6%RR]87Q7(A"%5002O6MGBEJVQ6Z>P!,$4I.U,T[!"-N MY.5-!G``4HE\B98^56@^R?>7U$^'QR-2Y:<*^-_(`797LO?=90OTQ6+Y"AL. ML"O3MCI%`0*8$D;U7Y`J8B`"9,"C[^259%"0LR,+"81,(F$3")A$PB81,(F$ M3")A$PB81,(O_];[^,(F$3")A$PBT^>-PPMD[Q$H5/I5]LVLI[8/+/C+KQ"[ MU&2D(R<@$KML-M7E9%JM&OHYRM['[>"W<]\0JHI@41`/*&"I-U6)_#7DIN/? MWB6I:TV5/O:/R&TIX:.W]-\@:P1)T[J<-R&I'*'6D6QVW$U%=2+A9R#OM2FH MZRP[E(A4%XN6]E37$A%.@LD4'FJM>NV].I[-W%V*%9U82T: M=T+K&4X[\1*Q;&#POSA%7&9D)%"L0S%,QDB#*P"3%%0P$$BIDP(8I9]R@6ZK M2'ANTG9.@>2T?NG5,_H,.:FO='TVQ<R<5X9K+=@`7(AVL'R*;1\8Z*^=B\)R@.M?Z.UAJ[EMS MOXO4;1.K8W6,+4^*W(-/3U9MAVLG)SDM?KO#(TZ>2FMA6B;F7+F0D`.D"YU/ M4#HZ146-VO0+P7\#I_\`W3_&2_+@_P#Z8Y43U/0+.[S!7#U?X555H=I5F+SS M:\1GDK3).L76G6O2?)GE";9^EKU7KW49JFS#"XTLE(@5)4K5A.*.&9BNT3MG MR**Q1$4P`:B[H>@2OF"P\\+2Y6CA-R,W5X/^Z)F0?L:0M,;IX/W&;'M+7_C_ M`&>0D):6JB;OI206EJ@_!PY%%-,1%VG-%*(-F2`#E_K!KUG4[@M_H90[56MT M4%7K'XO1D.PK#?8*C#U>[]#*BLQZ.6BOQK!J#C!'.7)[I.RXH*-RMAMS>,=-P3.J`NV#1RR`G?2+0PV1@-W3O]ENG MG*GU/0=JOQNN(7.2]<0M*ZGU?7M=PVK*MIG6&P&\74Z=83-.YTD0PJWH\"/$ M*_YXG<'Y,>D?\N96^>W&MH#_`'16:&OM+O8+P]-^V9C=J-RMY][#Y4:0V'0+ M71+9J&PZ4U51&$@>Q,/9HRQ(6>O%>SD9,U&0*G(QRK4454GZ"*G>`!!(>A]S M&W:Z&W#)`00:DJ0:2:%U116*\([;U[U5+;>\+GD-*"\W/PX7`=66)T59N7:G M&F1<-_H5881%R*BJC6HMY1DV[`'$K6/?L6@=*C5P(0R$;7B.\B'WN37S.[?3 M\*S&2*L.H6[57K-YO1G'=VJYNH75J^L/N]\%4)?C[$WMQ5[MMM&-SW:4`\_E-/>ZGL49).[9T%7'0+!; MBWX#?%>E<=J17N0E3?6GD4H"]NM.TJ9>KA39FDVV::L_^YZCOZG-Q<!:Z!I`(('::C4^:G3HJF6[`T!X M]97J/PNYWZ&'O>)_/VPWNN,RK`SU)S]W[GO/'Z,T?QCU3L.^U#B3L.P:Z+?-Q[2FK4TDI>/V0HS2OC M[751CJ^1NC'@=(GSB;/'V`O+6U9,Z6=S6F9H=M8P"@V^SN-=? M)Y.RW[Y+)W;WEH:T$AII4GSZT5_O#XOVRYN`Y*:CV??IK;4AQHY0WS2=8VE8 MT6'TEMM&CH"HVFM)W*1C&[)A,7BOHV<[&2=)H(BMW21SE[PQA'CYV&!DMA?UA\WR!FN_0+(48W7YQS7?HICXJHE]8?/\N:TBF-` MHRGKF\WR!FIV*T:*F.4OT4@H8]>4*)U5(W7[O@RMRFW1"#AF\ M0$J<$!P(<`1\ZV[=*W#15U=U"UMP.D8#NX"=;D-\V MV*'%4Q$9!D6XN/)8Y]':2 M1GVHWTZM=YNUKAT<.NM0+/Y%>E6X;@!RHDYM[$:!O2KF1>E9NR:ZG13,NO[% M#QCV4>UN87[0F%)C%L3J,5C!]BFF9`QO(B&;UM.32)WO+\V^+_`(+6*XY?B6 MM9%N'SF/0;GN:ULK!Y7.<`]OE(>![2VU#ZQ?-\N=B/1?GS18=JM;]6\00JWB+;5X/W"G,H&OUN/I3/ M7NS$'$BJG8+Y:M70>TDZ18@51^:HJ2EX(\RI%="I#.@AE$RE.JJQLCH][>T@'9N\F\'1D_CJP1 M<"G,J[64.K[.W6(BJ*?1FX>X9[)8BVR$3+>V:QSI)G!G1[&NT%:T+J>0=*D5 M%:FWO^+13.C)HMP52`J&[=K MMS\H=DV&Q:ZM4-0X'6-!0F*_,+6F>N"[)O\`-;JMG45(L=-!4ZA2F-W+3!X2 MUDMY+/(SWE[%-&XNBC^\,`>TO+WT(VAM3N#^SJ%0^XN'AX?$UD9:10GUCTZ4 M'EKYEBO.\->1&N-;^';,:VU3L%U3MH6_A?8.3VL6-)M"UCU;N327L,>VVC.U M9M$J/ZC'3-!=NH^R.'2#5%)Y%-E7:G?*E[7;AS./N;GD++F[C[Z)MP(7[FT? M')4[`ZM'$.H6`$]'$#H%1W$K&VQ8P[26;A30CMIV=-5]8R?5[O@SYM%J5UGZ MJS<9V+7.I6L[Q5N6UFXWZ#C= M>Z:*ZD^4?**P(Z1X^0$0)33J4]956<3-W-@05D124JK27139K=)BIS+]@*A# M(]Z)?1X.R;=7)EGZ6D(WO)TH-![].OF!6G,\M;1OMGH%JEG_``J=10M>Y;6+4L'9MB28.G%HCHFG%V%"E91L(\_:6I_86IE M&H)"H"BO>+*>@CR\UTZ67ZV;`S<=K#&'$-[.M.WW2JC"U@`[DN--:KS0<%=5 M=`__`.O'MP>KR_P@=C\G_I3S9;>RG_C[#_V0^!1,8Z?XL?2O5U/PO]+[MDG> MJY+P:]J\21NE>M45$\CWG,B:V>PU+9`K4J[K-GD*$\V:Z;V9DG/-FZ)VID%^ M\!7H[`]/2$_K"6,=Y]:-EH?9V;:CM%:=%#NP>G=$>>JVI>#UR@N&QM1VWB;O MS_,OE3PCFBZ8V9%.W!EG=DJ4&=S#T*^,G*PB::;.HV+%@Y>)G5]I6:IO3B4D M@@!M6_@:R5EQ#_D\HW#S$ZC]7N=BDPD@M=[06XPGK!Y_DS68I%3D_>]WOYL, MT*@=2I1>O+V*(U7B]G;,I6F=<7?;&QIMM7*+KNL3-OM4TZ,`)L8:#8JOG9DD M^D#NGBQ$N[;H)]*KA;U'C;QOX*;$6J<]0]$5!A9F<+=KO$K/FS1[#2+N-]E3O5==^+7_`.[3_P!)+_PR?_OV2K^^C47:#]M5 M":U_^[1_TD\?)]KN7H^I_5_5DZZ>LQ8.@6?/A][-VAP?YQ;"\.?D/=-J6W6W M(2-#D5PEV%O"QKV6[=W)Q8/;QI>T6-T\DD5[?#$8+D<-T5T&P2L.Z=I(%&;; M@<:.`>!UT*%?1DEU$\_IR'8Y4.U"E9D:!97[EPU'NK"Y9>L+Y=_')/;K)S8\ M.^H<+K6M&>(BH?9\!"-X:-C)0D!I/8T&XK\C:=@*S#26BHZN1:2$^=(J[-P0 M8\\JNW M:NI9"QREXT9=S'J.(\[[YL85F8$CUTN(/P3.4I'4+)VN[:%;%^.'CD M\+-Z7^%TG>_QH<7-_P`U/1M2:ZBY$4*5J,HZMDHZ18,H-G8&!9:O-G#Z17(W M:IRJT2Z<$MI[)X"4"UV&`FN5,-M M?7$?/S4#4+&M5;5LFBZ'?IA:+9KN)F&JP>WA)-C"BF8ZB:7GJUZ+:=F5%,(M$ M_BV\<[-#WO3//+B/8:Y6N>6B49QY`:X/)Q[2ZTBPMSG9SU9G(J5O7B`\)]>TJVWR:Y3:#?Q-,K[R<(@ MF63,U!N^;QR#I)4%))T4^`I.Z4`T"^@S,J"XY0=3[JROS*3H5E:/_&ET:YM- M&U%R2T=9ZW5^V;?J-+:-;%N76$+6BO&\W?6Z559A)G8 M-4G2@E04:="2U?5'UQJ\;*6 M:A6'8U286BA68Q56D_59^,?R;*1;+14VRTAVBN M'0*_*O(CC_TC_LYZ=ZO[YM*^#_/O*Z&AZ+`]DJV>_N8^@N/>A=B<@[1L.HS- M.H%8?6#N*Y:8"3?69\10K"%K5>]F?+).YBR3ZZ$V)2@80K#'.( M:!U66=&N6NKP@N.FQ'D=M#Q&>3K(I^4'.!ZA<&;!RCT?BLT(K[,YUQK^$37% M5W'-)*);,W2B1U!5".:Q:*Y0=-ES*+EPZ1-]AO[*L9K5;I%/=]3-$Z++%'-U MYKR*1U417T_7RAVBD-1[BT=^+OI:]Z_=:D\3?CI%>T;WX8/QDK_#->\2#:/& M]V9Q^,"KS?<]*B[.M1T@]<"8O9.A%OI)4HBLDV[&S9R,?WEG,?O4FGF=V']7 M;18>#T>-0MJND-T4/D5J#7N\-8R8RU%V95XVTU]TJ0J3M%!ZGV747)MR'5*T MF820269/4.T84';=1,1$2YR9XW0R21/'K--%^.:LFBFU:S M=Q>(=#Z2\0'3_#&YT86]-VYJ>MVUKNULCB!0NW`$`]=!^O0> M_*)H>[O3J*@+;X9B6,A?!*XNVRM+FAS6D[A0@@D"G0]>U8N6L:PSD MN#@*=#0TKHLU>/O';6G&+79M^LD[<[/8;5.O[3=+U>;0X(ZLMVNU MGDSG?S]GG%DB=^X4[(=A,A"%(F0I0\[?WT^0N!/<$;@T-``HUK1HUH&@'D5\ M<;8P&MTU]TJ\ZG5[O@SCRZA;+-5UZGH-Z,TY.WW5,Z^^NM5^V^/TYK/T6?C! M0%.L?=[V:4BGV%0%.L?=[XYJ2:*QFBA*?;?'ZOS9(*+M%7#JRQFB MP-%S+UA[O>RYJ.T6(?-M'4)])RZNU``KI,5DZ"NQ224L:=O5;G%F6&`ZB7:; M'!+I?E.X9?;?QS/?_8*^<^+7_I]R#_L M/_N85]&@^L7S?+G?CT7XK*KD];W?`.;3-%6?C*2GUC\7ULV6:>^H%3T_M?C] M.7LT6':K4!LOA18[IN_GY;+-9*E0I#D3/\1;7PWNJUAC"6:&WOQNU58$X^79 MQK@"O&KYC843)*(H`JX=PBSSL@!!,(?1K#D$,&-XQ!#$^1MJVY;=,VG:89Y1 M4$Z$%O:>@>&KE36SC)=N<0-Y86'MW-!_5[E5\=JM91G.CLS>UG>WR?/-LE4'#:3")[$;4!>-7;2O5U*:C=3S+$=C;QNW%I<_R MNZ_V%LOL<"WM5;L%8=O)2.:62"E(%U(0;]6+FF#>88.8]9Y#R:`"M'2C5-P) MVZY/LD52E.'E#.';O,4D4@`):X&A%0:&O4=H\H6T1N#FGM6F_@#NS97%[?=K M\,;E;:I2QV&*&2N7$?<%D7<+*;@U2\5?2!:RYDWQU'"]D@T6KE1)(ZB_=':O MV!5139,^_P#=YFSMLE91 M2LM*R+E%E'QD9'ME';^0?O'!TV[1DR:HG455.8I$R%$QA``$]1K\FFM7+2^B>$-?F$%FZ1HB+,]86[:@1ZO8 M*$@^3DG*95/V],KZ6>-NV*D2@8GL;\C%V$&(C(^#TMS8J$(W`RMTTS9';""A;DX3!9JDO+5Y MJ[>/?6^*FVVMW MZK5F\TV996*HW*`B+35Y^-4%:/FZ]/QZ$I#RK)42E,=K(1[I-5,1`![)PZ0` M?)FF&EKG-<*.!H5/7JO8)^][O?R]FA4#J5*+UY>Q1&J^?'Q'K+/^(/R[U9X3 M&IYN29:WKZ\'O#GC<8!R0I877T&ZC)>M:O.Y+V@1FY55TR=@0Y52)R,C$K"0 MY6KHA>I!2&(W#AZVC?A_5YU6\]:+Z!JE5J[1ZU7J94(9A7:I4H*+K=:@(I`K M6,A8&$9(1L3%1[8GV"#./8-DTDRAZI"@&5M))).JD[5>G][S!\F6!52:-4E+ MK#^1]&6C11=[`6JWQ>>&5DY3\=(^^Z7%:)Y7<6+$CO+CE9XHI23XV*LJ-)6= MI#!SV#G_`.[%G#H';)>1-2981XJ""15`&Z)U'$'0J3M%D5X=/,VK\[N*FN-\ M0WL5;:LA*U] M\&CZK!76NI)[XV,\B)-Y1=:Z[FP>.&=DL=XD(X4&3>.!X[<`4XH(K&)V!O0# MK1:[_"BX0[/UTIL3G3S.(,WSNY7*J3-S"113Z=+:XQ-(-B*=#))HSC0#^H#JN,!9<>P:+=#F5%6UO^G-4[25B7>P]D4I>I3$K'O'];F&JO0HBY9G2625*4Y3`8`'"57SJ5C7_B*: M3X&;#\)>M\+)S8L^_K.X-#ZZY7-=B:]AM!2VDMOSMM2<;)MP/9@;;6;37ZO= M'2?S$5BN\56;D4+VA$"*8ZZ*?JUW57T-:`U4UT3HC2FD&,D>99:;U)K?53.7 M41%NI*M=>4Z&J+>24;BHL*!WR4."HD[9^R)NCI'HZD==:Z2L$'5 MUK,Y@K186Z$W9')FD.U79U*$GY1!%RN00,X.@5L@4!,JH0OEPL@$Z+`_PI:[ M%\/^.O'?PY]H7>JR?)ZH:BVYOIS7J06RV&JRNH+'R3N*D9=(:]GKC"JNVYG& MP8QN9H9R1^*JICD0.@05LP%EW4D]BVT9E15N-O;:U[H?6-XW%M:RL:AKO75> M?V>UV&0,;N6,8P(`B1%%,#N'TB^<'(W9M42G@7Q?[#Y$ M<@M^;DK?-A"LS)^8G,,\[H;PCN.ZOM"R)WL!:^7EJ:@=RVC9E]&R#\L M1*/.AFH\4DY<"JQ,>S%K%6@`"G9VKZ$.,?@J\$M)Z.H&O-F;V MZF:\KD%;JLYEHYPQ;V*LS#1D1>/G(5=8KEJH`B4JR9>T!B])143&M:)AM':^O\2P=*=J0-K9O/M8 MTKI1,Q&$7(UMZY4,=B8I(JSH>G8?V5]Q.MMB4W;NOJ3M+7DVVLE$V)5H.YU& M>9@H5O+5ZQQS>5BGI4EBIKMSK,W11.DJ4BJ)^DARE.4Q0DJE[/*#J?=65`E) M..A(R1F9A\TBXB(8NY.4DW[A)HQCHY@W4=/GSUTN8B+9HT;)&444.(%(0HB( M@`94LKX@N0W*_8?)S>=SYTZ]:S4A==AVZ:X"^#W0$04CI!V_G%5ZKN;E8@U> MJ-`9+P+&T&;Q\@H3NVT]/M45C#\P'.G8!0!IT[5,"G3M7T%<9O!AX):8T+J[ M6>Q>.&E-R;"J]59-[YLZY42'L,W<+D\,I)V>4+(R[#YP"%":>K)1C=7[)I&I MH(#TBF(C2^1V[H:!6-T7O77A`>&6LNLN;ACI@IUE%%CE0AI!LB4ZAA.8$F[> M32;MT@$?L2)E*0H>0H```&0[Q]#ZQ6![-5C=RM\#G@_M3CWM"E:-T)KW36XY M&N+.]9[$K39\T?0MSAET)B#:O%G,@Y1+!3SQB6/D1[!E",72IT^A4I#!%L[P MX%SJA98*AWE6F_5_-/9.K=BZH\2FSH65A,:^?UOP_O%XT\X2='>4Z8JK\]=U MEO=C6BF438?.`,1,L5NFV;MY]@YC&P=$BX4--\8K3^TI`T-5]BD9+Q M5@B8R>@I%C,0DW'LI>'EXQTB^C92*DFJ3R/D8]ZV.HW>,7S18BJ2J9C$43,! MBB("`YRCTZ'538I!NO->12.JZ"Q3D-6(29LMBE&$'7Z]%R$Y.S4JZ18QD/#1 M+1=_*2DB]<'309L(]DW.JLJ7QE[,Y5;/W5<] MS\[:FTGW>RN73N<\.WPMM3&14;K.=:/9EI$;5W=)13A5!$R;9Q(E!(7GM#=O M9Y@R:Q#M&*9DNL(6,$=NZFR/[Y(?/V#]78/.JR2:N[3T"W(:-\"[@QK[3VNZ M?LG7MFOVQ(.K1C>\W)EO/D%48^PVY=/VRQ2$96Z?M&MUV(BCRSE4K5)!DB8& MY2"J)UA44/RILI=.DDG9J"K6QMZ`JY"G@R^',`B`:/MW1_QE.4 M_P`(_#NO-9^4O@*B4?\`19]RIMBC/9^N59MWX2>MD-U;*B*G"(5#B_>N$+70 ML4W^GU\N>R*GN5#D!9MPL[W#/[W*6*81+673UA(QS@9<>YD6H$*B1,.DU;LK M((8W.-;ELV[0`%NP-H:4UZ@]-%-L0J_]SMI[]5=#PQM?SO'+6MXXQ;GVWJZ] MD_9" MVG*>J/\`)9Y!WM!;0U"A*=7N^#-.74*YFJZ]3T&]&:?UA\WR M!FN_0+(7F$+36'LX]K3.QP+NQQJ8+R,`VEX]>;8(&[`E6>Q23@[]JD8%2]!E M$R@/:#X0R$L$[86S.A>(7'HX@[3[AT*D'-+@T.&X=G:NX+ZP^?Y4*)U5(W7[O@RMRFW1F)&Z`" M4SZ7DE$U#,X>*;]('=2#TY!`I0^Q(4#*'$J9#G+;N#14KLX+`Y+DF2@Q6+@+ M[AYZGXK&U&Y[SV-;VGM-&BKB`?G7WKO"V[ZN[JW68_LK-$#LZY76ZZBL=78C MM]HC1MV^R"SM<0`[IR)2F<*^7H*0J:9-9SBXU*_:7$N*8[B&*CQM@-TAZR2$ M`.D?Y3Y`-&-J0T=I))-E\BO4+;GX?/&"792L1R"N1'<41%M(!KR&-VD',@C+ M1CZ'?6.3142[18Q>-?JD8DZ0,OV^_P#(F"0J[UM">DKO>7YT\8N=VTL%QP[& M%LA+F_.'ZAI8YKVQM(/M!S09#\6FSVMVW;Z/K%\WRYV(]%^<"JY/6]WP#FTS M15GXRDI]8_%];-EFGOJ!4]/[7X_3E[-%AVJUA^(S_P"4WPV/^/OK'^T%GSW? M$/\`(^6?^62?PFKG7WM6?^%'[!6UE+K\WUL\PSL6SV*9HH?&*ZZ MV6ZLT"JV*\72;CZU4:C!R-CLM@E5P;1L-!P[19_)R3U*]\_8R_I4THZ*E/-5M:>[U\JV/\?X5Z5-GXR/9\EC\,SHZ??I?*;\/0R]IXUV,OO\`I1?+4PX3;D4V+*\07VK%X^(9[6_>W5O=T=M1MKIU,,DK(X8K;!MTG"*5PZ`E M1FB$1%88I5<3"1`JYP[N$^H3D;?N6W`FJ=O>%FW=3I[(!KY//3MHM2?YQW;] MVVG;2M:+(G@WS=HM/WOKS@W%TVITKC;==`ZZO7A_[$AE),7>T:DC4TGMT@M@ MO'CQRP4VF:PM9=1\F1%@LWDH]V@X!RX7;N%U]CY'V\N1=(YUVV1S9FFGJFO0 MM_>TI37H010`@1CD`>(Z>I0;?.MZ*?VOQ>C./&MEVBE%]4WQAFXSL47Z-]Q3 M4NO]D7TYMQZ*EW9[JT^4UJOD#M`^ MND[,Z3:MQ9T$CB)/`-YPCX&YU!*H"PK$1#V(C01Z-X+(W#N]<\34&[:!2M// M[RK87[>@Z>=;,S;=\:IH?V;]Z!PSEC(@1,\C'<@[8T8/5`*7O'#1M)0R3]N@ MHIT]DBH=LH>01'K&IK+&G29_H6:OJ:@*/)[X\:B)AYEZ'!+B[8GB<4\"*85W MDLLWD"28D_J1V9"=C6S&3;-A`3':>T-%%_(4BQ!Z[6,M*BDSJ>XHU=Y%J)\. M[FU5N&FAM<](J^:NUIMGEKH&2V7`Z]U3H3D]8BLWELB*7LYT1U`R,@TD M)EZDJT1;-W#U9P\0%$$X,ID[C0L&XJMU#0D]5M3_`'T'C,_\UQIK\MNA?@]F M*-_=?K*/3RJPW*[D!XI-JXEZ;"B.6=1NLG58D-# M;!5^<654C*^#Z=<"[333*@0Q.UWG2)R%`3!,4J.J"E1U6G^L.M@:"U_X*G$N MX&G+%K/;7-#PP.Z/`7=-8F*OM95+R6TX]=BV;M&BU$W3L=I.1B!#+'-% MVTO;,`I=D+?(I:[C[J^XW)*I,(F$6GSDS+2K;QC/#$BVTE(-XR1TUS7^<(Y! MXY28/NZI%8<)>V-$U"MW/=.&J1R]LINR=,I@\I0$,=JD/9*W!YE13")A$PB8 M1,(F$3")A$PB81,(F$7_T?OXPB81,(F$3"+YTO$JY<\7N:;.,X8:=E'/(&TZ MYY6\2IG=D?3ZA.V_632GN-W057M]>DKM',7-7DW+-M+"2001742(C[045!.T M>$;X*FT$=2O.\+=:[^X[>*E;M.W^HWF]:_XN^'#M'7'';9IT'+U?:^DW?([5 MVP-.U!Q89$CV%2H9VZIRB1ED"+?1XJX%(D83X[4-"VOG625"\>#BZRM+; M6O+[6N_.!FTE51;A`\B-;3[2K/URJE2,K"7."CW@KQ!1.41D9"/BV(E.4Y53 M$,4PJK&P]G4*[-\Y><*.8F[N3?AG;>I+V]$HFL]?;L366&UQDU!L"\SOBG M,9BQVR MX*B4R[U5V'E0GXJW,YE13")A%HA\6OC57:9?M3>)@PFJG5XK134NKN9$#98: M8FHK=_$#94DC2[G37%>K\6_6M-I:-;8Y:QS=V+=N(/B+*.4C1[8,P5-IU"R' MX*2?%'B#JWAWQ.TKM79&TJ=REB=V;;XR35K.UL:)*1!-8;:-K@5YB,81#2NQ M\&TO:(MVJK?V@[U5R57LK`H`%@U-2MJN4G4^ZL+1OXU&R-L7"HZCX#:8^XP<=ZLXXG>&[29=!R15K0*C[?!7 M_>#UN[32.-ON[]W(`]>CVUG,O,S":_V;-`XGD@!O:=5FM#3M7TRAE#M58W10 M5>L?B]&0["L-]@J,/5[OT,J*S'HY?,]XIND:MQ*Y'DYLR-7H$2V4,@VB+4BC$TG>D:R9E5,UM$&[;H*D?I)%<(2D>D1%3VF854"Z-Q>WNP M?OC>K?@4M#7L5\_!ZVQ?-73.X/#*W')N+98N+;)A>>/FT&Q@?P.T^)MW=-7. MO9J.F&X+,W*<,2;:%;]E8Y$VCXC!(.F,6RBY:'!L[>@=J/(5*/M"WH&Z\YDB MF=5HB\9/;%RV(ZT_X;VJ9M:GSO*%&4NO(#9K@58^$U5Q.UZLK);&GY694!!H MW;3"42Y!P'?=VHQCUV+@`+)(]K9M&M8'7+Q4,Z`>5QT_5\"PZIHT=H5A/"BT MG7N36_)KG@2JK5_C5QZKZO%3PZ:/)-UTR1^OZ41[`6_<2R*R2!7-DLRSIXFL M]'O5%I23E4E1`[!N8(7\AAB%M7[Z\[GGSG0?J\WE66"IW=@T7T:J]9O-Z,X3 MNU7MU"ZM7UA]WOCE$FBFU0S>J7]EZ..&RZ6R37[C?NB6I!6LM3EV+3[.8EX&,*H=`A2B[79@8J`F>-(X@=#'7 M4+VOQ=Z?\5E]D_N']A\U?177H2JI&.%)H_;&OG"SRT!RXTGR,X\53DU4K?#0 MNN9^']LFW5HEXR&&B33(P-K#5KBZ>.4&43+UZ2[2*HJ'*DL3NUT3';K(J'XU MY97%M=/M'L)E&E!6H["/*#^KJK&O:YN\'HL(]O>,]PNI$\:B:HFKMROVDY%1 M"*H'&:H2&QUY%T'2FD#>SI>Q5.1:BYUQD@TK4O0FE''W%F3YU<,\K^<8/%I@)J^K<8> M=%.+Q,Y6P+]*#=L+&J+75=]D%#]RR>U&U.7+QC#_`#X7YSC2*]/;;_`&P[:=M!4=K12JLBN@7".<;)1Z#^K]16 MXM3J]WP9XF74+I,U77J>@WHS3D[?=4SK[ZLCR#VLTT5H[;^YWS`95#5NN+E? M`B"J'1-,.*Q`OY9G#E7326%L,L\:IMP5$HE2[SMFZ"@(Y98V9R%]9V+74,TK M65\FYP!/O:J$K^Z8^0CV6DK5S(;IYU:+H&AN4>Z=IZEV!KC:]RT]#;;T=`:I M^BA-1UO=%.KW0E`I50[YL./9&YR M.(L;2:.ZACE,=;A%.L?=[XY\[DT749HH2GVWQ^G-5^BL;JL=.3ETDJCI';H4V;8Q^V7NG] MMOM21'SBS;6"?NU=U_-R\4E6HY98CR6?,'Z2"IRMR*&2+T&,`!YLY>9"4AGI MEF[,Q3)"BF7I(;Z/!?9R[Y9R#$Y9TAP0CN1)&X?>HX6,D,3FMIM90AFU[:$Z MU.JY;H[>.RM9H`/G%6T(U+B1N![3VU"^C$OK#Y_ESXC(O0#0*,IZYO-\@9J= MBM&BICE+]%(*&/7E"B=52-U^[X,KK*GZ(=%0-U^;*RLMT7'(NT4DP MW1%R+U^;)!1=HO-W6ZUO7=5F;E;I)&*@()H=V^=J^4Q@#[%%JU1`>VZ?/%C% M201)TG55.4I0Z1RQIH"2M_%8N^S5_:XS'0&2\E=1H'ZY)[&M'5Q/0`$E?/)R M/Y$6;D%H8VM&CI7VCU)6.V17M5L1 MX4\1#[5D6VSMC1QR:VB70FAX=XDJG].9)L82B`@/8[=:CW!>AH M@0B?=IID*FFF4"$(0H%(0A2]DI"%*`%*4I0Z``/(`9T^Q?E!Q+JN<:DJ6/K% M\WRYM1Z*HJN3UO=\`YM,T59^,I*?6/Q?6S99I[Z@5/3^U^/TY>S18=JM#UFY M#VM#Q5]FTW>32(O'%34.S>--5H*T]&10AQ[WSNO2"4[K'8,?(-XLD@6+L=CB M9R(=N'SH6[-[-,U0,3NR!GU6UQ<'V*LKC'%T>:GAN'/H3]_ABFI(PBM*M:6. M``J0QP[5Q99G?/I&2];=KF@?O7%M0?V1[ZS[\*_;VQ]\<$=%[7VW:'5SV#:@ MV=](+*]:1K%S)?,>X]@UN*[UK$,HZ.2]CA(=LW+W:).T5(!-TF$QAXG+;&UQ MO(\C964(CM6=WM:"32L3''4D]22=5L64CY;6)\CJO-?V2MB*7VOQ^G..S17_ M`!BM4_B@:9V[OR.H-*E[2UUSP4J$7:]RJ'/.TN)T!Z@= MG2H[21HW<;Y*-)I;"I>>V@ZT6/\`X9^A'_)K:R/B([5HJ%'UI5H`FJ^`NBEF M94H?56G:T*\-%W-*/,91+YW=,RJI-'/E*X<.7CY,.Z-''2[>>OFXZW.`M9]] MRYV^YEKU?([J6U\FE1V`!NNZNO;QF5_SE[:,`HP>0?J^'R+Z"$_5)\?I'/(L M]M;A[5.2]7SYN,6!HN,S!P]GA9>M6*,935?L,5(069K,).,? MM50,DY9/V3@Z2J9@$IR'$!\@YO1. M"1SQ0Y8M!BD`BN6]GD#Z>:OG]4@=BYA803$-1U;\"^GS@G MR*GN5/%S56Z+=2IO7MUGHEW$WFK3<-(P9F=TJL@[K=H=1#.423=?1Z3F(Q5R MR[0G,F@J5)0PJIJ9YJ\MFV=Y-`R0.C!Z$&O0]17STU6VQ^^,.(H5F"7U3?&& M&=BD_1ON+&SF+RFHW#+CGLGD'?3$794R)[%>@`7!%Y<;K*&%C4JC'CT&4!:: MF%4RK*E(?V1F59R:?Q M"L(/9HGEEXC5\8H*(2>D^,C5\C;=<:8.FL59*`?RK-VA-+Q:B:!&[ M]Y`QBA3-DB&STYEBB8ZX:/\`%X1LC'[IVA=^U7W2M6A)VGVCU*^UNBTNKZXI M]4U]2(5E7*;2*[#U.JP$:D"+"&K]?CD(N(C&B0>J@R8-2)EZ>D1`O2(B/ESA M!SGN<]QJXFI5^G1>U3][W>_ES-"H'4J47KR]BB-5\L'B/\=J%Q/Y5VJ[WAE\ MW>'_`.*,S#2O*4D>Q248Z3Y&&46G]=Z2,`?QL?4><>3]KT*MXH?,5G]X-?(C8"5=VCX>'))T=+DQP:D4::D MX>KG46V-H8/DRL*$FC57(8I`$YS%*0I!,8QA`I2E*'28QC#T`!0`/*.6C11 M=[`7QK9EN1.5WM"'C4O:D M++%TQ,AK(H5,$U5H]O7^QV')3IFVV-H`SM/4K)_67T#^$QPJDN&O&!B39*BL MSR4WQ-NMV\EK=(J"\G939-Q[R2-79"24474=%I;1[[(J)5#-UY0[YXF`>UGZ M8.=7=30*EYJX+:+F!H$70VNJUN]U:RTBY0<99ZA*MUT3@)%$E#%$!`1RX:A85A-K\<]=2VJZE$TK26F;)< M>.,"C.\2*_?JV@-'UELR@UPC;41HD[!(LC4X2$E(>-0,I&F27;LT`[H0,F00 MO2OG6+_AB^(,XYO:XNM=VO58[4G+G05JD-?,6MB@(N9D M9>61JLTNQ70*FL[=K,WS1=`ZJI`07<8!67-I[BV>9E17!11-%-1990B221#* M*JJ&*1--,A1,=10YA`I"$*`B(B(``!A%H#WGR4X]7[QK?#BB*1O#5%N?T?6_ M+>JV].MWZL325=M=PI4:UK%5E74?*H,X^.CV:!U5EE3E(F0HB(@`8188\??$SX*\IMACJC17(BK778BC*0D8 MRJKPEUJ$A98Z*3=+2;^EFO%8K36\LF"#%PHJK#J/DR)-UCB($24$JJR6D:A7 M=C.77'.9U7MW=L9L^*=:MT-8;]5-N6\D59",Z78-7`F-]C7K-6%)*O5:X"I> M],S;N$U.G]J,IA*'17NJ-KK][JE8O%2DDIFJW*O0MKK,P@DX01E:_8HUM+PT MDBB[1;NT4GT<\35*55,BA0/T&*4>D`+"]#A$PB81,(F$3"+_TOOXPB81,(O$ M[)V+3=0Z^NVT]B3:-;H>NZM.72XS[A!TY1AZW6XYQ*S$B=JP0=/G7LK%J$OAC*/7,79=U/VQXG?W*>%245 M:S$/0(_OA"`HTJF46IU.U[`*:BOM:\D_A-%H=W;X?.]+SOGQ(]WZOJ3>B;1A;OQ-VUP6NJBL$A#W M&2U9Q4;:LVIK'V9F^!U%TN_12K^HR+9V5BW,9P@N'2DW*<,*0(%%LL\,C5.P M='.HYZZAI9*2DEE&:[J)>2$5=#UI2[9L.\6*IU-M7Z91JY,6VUSK MAMLVD/W"$/78!G(2\FL@Q:*K'*@BBQ7S!>`V MCX2^T-NZ]MNLKMXH7.>PU"[PZ]?LT#.26I74/-0CTQ"R45)M8S7<*\ZG7:%FOF"VE:CU-1=$:KH6F=9PY("@ZRJ<+3*I%%/ MWJC>(@V:3)NH\"F*[MR?I5[]#*BLQZ.6O7Q3-K:)U#P0Y%3O(F';6G7\_096D- M:.HZ09R%YN=I;K,J77()TLDX483`3Y47I'R**RT4DS4?E3-[*(8C:YTK-FJG M4`&JUQ<#>&7BH5?B)H"/>>(%!:+6;:XBD8K5%BX?43<%FUY47#I]*5"F36P[ M)L.MSLBX@Z_(($]@6:)DA1$6"8G(V*!7""0=T](7V=ON46=KCTW=BVNZFU72=':RH>G];Q!(*B:VJT-3ZO%E/WJB M$3",DF:"CQR)2J/9)V*8K.G!^E5RY4.J<1.Y[SZQ-5Y5 MZS>;T9JN[5)NH75J^L/N]\C-.34*;= M%IDE_`RX*6';]UV99X?9$W5KE;G5\#0R5[=5O25>MDFBDG,RT%7:BS@)]L,B MLD)^Y-*&;HIG%NFF5L5)%/JGD619`R)CF![6TWTJ\CLJ34?K>?5:_P`WCW$D M&E=.Q;(-5:(TMH6"-6=+:JH&K8,Q2>T,:-58>N@_.F0`*XE7$:T0=2[P0#[) M=THLL]U?C$GT5T]Y;;&-:0&M`5QE?5\X9S)-2MHZ+ M`KG5X?\`HSGEKHU6V7'?,=X@VSP-=[9A&;=2VT=^X`5`3#O#MRS]6=.2E,]B M7"I$7!0$R2C=P";E+;Q.;O,-<]Y;NK"[VF'V7#]H^1PT\XZ*F:W9.T!WM4Z' MR+YV*3S/YW>#5LN*XZ[12,Q24(NK[*YPV%Y=;NO\9((,55MFO6]#X&:!VQR\VL^CV"[HD?#.*9K.A.)1(A1 M3O=XDDET$%89VJ4BYDBIPRX@8J44DI9^>O*)>B:_EF4FP?<4.," MR];I3^OV"-<1LM5M@6]159Q9H]=NN9-PT=&L!3%.84'R0@7HIFSF!Q+.ZX_B MA)X3_`.WW5<&%X#;REFNF M=8[MY9AL_CIH*U4BV5&C1NH8NG7R]K:R5:NM;PVU;^E:IA"8AZDJR0(L5G'- ME9GNBJN3D7`IR\N?D>/C-_=V&&[K*7+'M<\R%S&=Y4/,;-HH75-*N.VM!T5P MM9"(V2S[H6$$"E"::5->S]=6[#Q#]O<8MNR6K_$4U3&ZYHUFMDBTU#R?U6PG MY;2\S&O7[M6$@[D1VXF)2LR[:/3Z%%3J>T$*7O'#-)N4SX^9.*V69L&WG%;T MRW+&`RV\A:)00.I9H'"O9IV!Q/JHV\D@?LO(]K">CAI[_D_5T[5EGL+G9Q?J M)[E6(K>NE)S;5?;3C&&UA(;8IU6DY^\,&C@T/2EI2:?IQ\&]G)A-)F5=P/=( MG6`QND`Z!\U!QG-7`@F?C+EM@\M)D$3W!K">KZ`5<&BIH.IHMQUW;M+FB5AD M%>E0*GR+01:W/*M3DE4[%:RL]G^*9LIC)$U5JR-=QLCI[P_]0RR"K8;A;FS0 MTQ6W=N7@IA4[-NZ4?-6S=7VV0]O>N&B3CZ9$W!##7$,),'!X2.]D((FOY1UV M,)HX,W`5(VDD;6;&AQ'(=\X[]KG>MD':#XL8\I[*_P#M-2M]&H^%/'S6,K5] MC+Z@U$]WS'P<06U;8@-;5ZJN)N[IQ;9O:+K!U^.0&(IKZRRP.'1BQY$CI@X, MGVS`)NU\DR?)LO>Q7%F,C<#%%YVQ.DKPT4'K5K2M%VXK2"-S). MZ;WU.IH!4TZFG97S++,OK#Y_ESRLBW!H%&4]4QSG,(%(0H&.HD$DQ`2LT3BF01,9517!-?<7[&\/\`@EKP['[Y:29N9H[U M_P"Y[>Z8>Q@.I^.X;CT#6MQ1S"^AK,_B'Q8D-\64E@LB#ICJVNO4_GAX7M(G MLT@@9!;Z+1BY5$UB`JBH!GCA/I%NB(%*)55"&+9&S<:GV5\P\2/$"'B-B;.Q M>U^?G;ZC=>Z::CO7#J.A]AI]IW4U:T@_0+%QD="1K"'B&+6,BHMFWCXZ.8H) MMF;%DT2*@U:M6Z12IHH((D`I2E````Z,Z4?04"_']Q/-=3S7-S*Z2XD<7.M[O@'-IFBK/QE6 M%5)!-5==1-%%%(ZJRRIRII)))E[:BBBAQ`A$R$`1$1$```Z1S:C!/0"I)596 MGC=GB-;$W/?9#C+X9M49;EVF@U0^L6"A/ M,GO7RR&"Q;O?VN^*/A_5JK_TCP^/G..Y6N>0NSD]MVOF7K/053VN\C*='U*/ MA;AI'6J]+1O%539/3H?.+RQ*ISC3LM&*;!XU2%-("]!2:DO*`UV%;B[/N(+" M:9T8+RXELTF_8ZHT#?4/4[@34J7S3U9S-)N=(&@]*=6BE1^RNCC?"[B8_B3H M_C'#)KI@JJD?>^USY,UD,L_%6\D=RUC71R#>`&,:WU7$"A.VIZ$=:$&@*K%D M!;Q0B9P+:D$=-37]M6GE-1^*)Q]H^WV]OY9:UY"<>8O1V['+ZRVRL2U)Y`5D MT;JNVO*Y(5:1K+)P#N=2LY&ACNI*=?F(@F*\XKDI[(PX>6VR)G MBHUK@Z%U9&AP<'=FVO1K!U5!9>1"0.G#XMIZGH[3]7:M=E0Y,[OA>,G$#CKN M'8END+S;>0/#O7D@NU+LTLXE'3ZSCKR]R#B#E&KQ8Z; MF,<1_2AW`%SU4F-L7Y/+Y&SMF"!D%Q&]M!2.:,#:YHI1N]H#FD#HX.ZU6JV6 M01012/.XO:0?*TZCWCT/FHOKDCF3.-8M(Z.:-F$>P;-V3%BR02:LV3-JB1!J MT:-4")H-FS9!,I$TR%*0A"@```!GS&-Q<][G$EQ-22NLX`&@T7<)^J3X_2.; MC/;51[5.2]7SYN,6!HNR3ZR^[WLW&=BUSJ5J+\909ZC:,U;OO4D?48SDMKG> M.OJKI79-AJ53M+ZENMI2@5><19)7""L40BUER"AWAU&JIFZB*:Z/87234+ZC MC^V2XEMIBXVCXR7-!(KM%1H0>G]A:4]0UKF^V#T7A=<>)=9K[R+XVKV2T$U= MJE+BSR6N7+?5\C7X9XZUON?CN]*RV$SF)#YDDKS'$IAX]TX0;-7)`>QJK=8R M*HJDZ=QV+9%;W0:W?+WK!&ZI]9K]*=:=>GN&J=Z26U-!0U]T+)LOC0>&*!3! M^^RJ/E$/]:&T/P%PS#Y(4K:GTM^%'3Q&E']BUM>()S>\,;DE)Z4VO-J.WI^KJ%1(^-Q:=U:=GE6?W@]\8KS1-8W;F M!R&(9_RHYMS@;=OSQV0_M-4HDL964U_1&+=R99Q"-4(U^#U5B!P]C(LV8G*' MS>3HJOYV.D9;0_Y/$*#SGM/ZO=[48#0N=[16Y,GK!Y_DS58I%3D_>]WOYL,T M*@=2I1>O+V*(U5@>57&R@\N^/FS^/.R&P*5O8]=<1BPM&SU$!$"*F1[L_2FW4*+U\F?'W8$-J7DIH*2Y/\DM M>\3^:'ASW[][-OJ0V1D8H6:M\33':\=&NY`G8<1B\ M-**KBH@W2'ID5:[8TF-XJ/,5`Z]=0OI$_A@O#*Z/]^7IWJ#^R4M\'^=&4"&3 M]P5%_4-HL9>9_B8<*]X<6MTZ?T)XA6@-7[5V13S5"O7FQ/[2>*@X^9DHYI;^ M\4A8)S+,GLE2SR+-H[;IG59NW"2Y2B*?1ES&.!!O^6/*' M74MKXIY_P_O"PC$J#HZ:L+0 M#XGG'';W&K>U+\6_A36)"?VGKE&.JG+;3-=;O%#\@]#K+1S"0?&CXUN]6>V. MM,&;=-=3V5R=%LU9R12@>&[#C!\JFT@C:5UY^=WB]._&[LZ#M_H[2KE+4.D$'!.R*K!>/;,RQTY'J`'8[]I`0 M#X2@'2KVND<4\J;@/9"RAO'@=>&Q:-#2^B:UQVK.M"N^Y?0>V*>9TONVL6)B MFN6-G66T+.O/VN4(V57,=2.D'+J*<=/0=OTE3,118W&M:K4E'\].??@F[+@M M"^(/&6;EIQ`F7H1FI.4$&BJZOS:)+VUDHX\[,O11L4Y$LTE1=5NQ/22Z1"=X MRDUX])$%&BE0.ZC5?3%QRY/Z%Y:ZXCMK\>MEUS9=+?\`=)+O(5R#M4`]3;3E5GVZ*Q3*,G[=NX*4P&[(D,4PY4""-5>.?L,!4X63LEIG(>M5V M%:*OYB?GY-E#0L2Q0#M+/9.4D5VS%@T1#RF454(0H=8X6%\[_B6\Y^/?.OB/ MS$XM<,]C/M][-UM0J1N'94+J^$L[RO6;3U`W;K1?:$+6=BM(]O`SSLD"Y!=1 M.*>+B_9%630.L4'!"X*FT$$$J)R%Y.\6>;6\?"4H?`RV5S8.S=;\I]=;D?+: M\A7;-327$^E5"81W#4;GV6#1IKQG9H<(R,"'=B@LJHT30(GVC(E4>1`"`ZJP M#B=-\F;+X?WBZ[(H_,>9UMI&`Y+\^?IAQP;:+U):XV_?-3]-W8/:-J6%BKL& MM_2F/71:']A5+[&"`*(]!SFQV+/3<.B^JCA=_O.N)W_%HT3_`.JVJYE0.I62 M^%A,(F$3")A$PB__T_OXPB81,(HSUDSDF;N.D6C9_'OVR[)^P>H).F;UFZ2. M@Z:.VJY%$'+9R@H8BB9RF(P;(,F#!D@DU9LF M;5(B#5HT:H$30;-FR"92)ID*4A"%````#"*3A$PB81,(F$3")A$PB81,(N.4 M'4^ZLK\RDZ%9457J/[O?S!T:@]HJ*&0=JKVZ*"KUC\7HR'85AOL%1AZO=^AE M168]'+0;L_6U_P#$:\42+IVPZ1:8'A+X=#V'MBK6SPS^,@=_\F)IJC)P:S$' MK9%E9JG3VH$!0"BY231:+)J?M,X`!87"*$D'[X[]8*8%3UT6]Q3W?4SGG128 MHYNO->12.JB*^GZ^4.T4AJ/<4(_K#YODS6>IJ(KUF\WHRAW:I-U"ZM7UA]WO MCE$FBFU0S>J7]EZDDI)0TG7I!5!K+M':*"[R!F7C)0Y`*<[5TLD(]A0Y1I%Q/; M2"2WF>Q_E:2#T((T\X!]T`]BL#&OZ/:"/.NNHNNJ!JJLL:7K*DU37U1C04%A M6J9`1=:@VIS@0JJR49$-6C0'"_=@*B@E%100Z3"(^7-.[N)[J1TUS,^24GJ7 M$D^DJ88U@#6-`;7L7H5?MOC].:#]%/XP4!3K'W>]FE(I]A7E+/6*U<8AY7;= M7H.U5^0[GV^"LD2PG(9[[,X3=-_:XR3;NF3GN'2!%"=LANRH0I@Z!`!RALTU MN\2P2N9*-'-)!'9T(H5,-:YNUS01YU\\])7K6L/^,=2TC:>;N^( M78-^VI6+38=GTQ-"OZT>S\W2TF:["HH-H6`3;.(]1VY0.V?`LJ)R`5,X?2I\ MIC<5)Q"\G9>R9)F.A,;(G-;&_P!:0-:^M7=75#J`U;0=>JY3(99A?1M,8B,K MJD@DC2M.S33SK<=H6%XZ6"'8;LT<6@W%6Y5.NU-YN>NM8A_9KO"45DWK<:QL M5L;-B2LBM$!$$050<'`R*J`$,0HIE`OS;,29>)[L;D^]C$K*GZ(=%0-U^;*R MLMT7'(NT4E3562;HJKKJ$2103.LLJH8"II))E$ZBAS#T`4A"%$1$>H`PW19: MUSW-8P$N)H!Y25I"Y=;NV1N^:-5*C4KRPU9".0%LB>MS;9>W23I[UA$+3_>VG=0N M_=O&OLM.T5=A/]`;W^XJV_W.3'^4\4/D7U/ZXQ/XTMOPC/NE?WCQQ6O&Z;NE M%RT5-U2G1(H/+7/R$R=-N4#*J`/9*FI- MC"X^9>/YIX@8KB^*=<6]Q%<9.2HAC:X.!<*5<\M/1C:@GJ"XT:-21]!E2JE? MH]>AZG5HQM#P$&T28QS!HF!$TDD_*90X@':6==6TUR]K.^VVM.H&I/P M?JHLV-':(U+QSH$3K+3%(AZ-3XK[,C",2.=W)/3%(1>7GI=T=>5L$VZ*F4%7 M;Q99P*;$;%HURU]8#/"0-[JEBILV>.6 M(VD"1%GB7D))&8N%47":#PK-\<4CF3.4I^@1*8`Z!ZEI,^VF@N(Z=Y&\.%=* MM-17S5"J!PD%#M] M:O4"O0BI`ZG4ZK7-K$YL+2#][/3R]%G^GU>[X,YL6I5S]5.3]4GQ^DVJ M3VJ>Z[GVKV@_L_3VNZ5]7.SC;OYE,Z7N]U6. M;2M/:%*Z'1:TC-X#:TZJT\7X MG8IJ6OZ&(A_W$U'UB_ZVX;]'_P#0LVXWOI[9]*J('3HKA)]9?B]&6L[%`ZE2 MB>L'G^3-ABB5.3][W>_FPS0J!U*E%Z\O8HC58N\U.5U(X4\:-G\B;R*;IO2X M8R=8KHKE0][4Q-K)@Y53*H9HQ(NY,42('SAV=R22IV1GU&]%&G:=2MK/[WCC_P!'_D,T[U!_ MM94KX/\`.3(ASOW14)-&J2EQWX_B(?[!FG>K^]E2O@_SDRP$TU6#[(5QJC1Z M5K^*/!4*H5>DP:L@]EE8:HU^)K<4I*2:O?R4DI'0S1DT/(2"_P!FNL).\5/Y M3"(Y-I)/4K+M%[-+J)Y_3DNQRUW:A2LR-`LK]RX:CW5A,W!"*H*)J$*8"`TT7R:NO`X\0O@;RA?;R\,+<\#+T,LC#NH6FWNZ+UB=E(9 M[+JA):]VQ$J-F5-V'2*^V$JYW0N$'KE,>TV:H/4DULQ3R*S<"*."V'5[P9]R M#?3J23<10,\8QU M?DE"E)WKI?L]HRGE6-U/9"W6:4X_:0XX4]O0=#ZJHNIJB@5#MP]'KL=!)R#A MNCW!)";=-$2O[!,'3Z>\>OE7#M8PB910QA$1RH5KJO>05-J%7T*SD%GG1[8L]:@B"#M5UT?MAE"F%3[;IPB[!!!%LBBV;(I-V[= M)-!!!!,B2*"*1`321123`I$TDR%`I2E````Z`PBJX1,(F$3")A$PB__4^_C" M)A$PB81,(F$3")A$PB81,(F$3")A$PBXY0=3[JROS*3H5E15>H_N]_,'1J#V MBHH9!VJO;HH*O6/Q>C(=A6&^P5\^?BETE]LSGIP;HB7']WRB82&EN4$HZTRG MN9;1K.56BGNKCM[$XN19&.1*K7N^,[]P6=D7VG_`,8Z^V_H?(REAE'CE'\8"[Z1^D'SGWA7 MG:(J*:/M'=``=WT9J3&KB=U?.KF+(13W?4S6.BRQ1S=>:\BD=5$5]/U\H=HI M#4>XH1_6'S?)FL]3417K-YO1E#NU2;J%U:OK#[O?'*)-%-JAF]4O[+TYIR=J MM;HY1%??\WHS3DU"FW1=>KZWF](YKR+':5UBOVWQ>C-)W[:N;J%UJOJ^<,TY M-2M@Z*`IZH_R6:3O:"R-0O+VF?CJG6Y^TRYE21-:A96?E#H)"NN2.AF#B1>F M11*(&65*V;&$I0'I,/DS6,;I98HF>TYP`]TT"M:0VKCH`L.:GS[XW7W4&G-X M52S2\O1=X[EJ^@J*J+>0K55)R.1I]5S@![I\JRU6 M?L2O0C3/&A9%1`SM-@+A$'IVI%>[.Y(U$_?F;E4^Q$X%[(&\G3TYYY[7;"[: M=OE[%?\`&`[5K[V!XDW'BA6J_0:L1NFW5?4<\O5]R;=U]IVXW'4&I;$R[)96 M(NMSBFARD>08G(#\(]!^5F8X$5$IP,4O5AXKD[J&V>'V[)IF[HHWRM;)(#H6 M-)[>S<6U[%2Z\B:7BCB&]"0"0/=*P]VC6MV>)]N>2U:\C+AISP]-4V..=6>Q MJ$SC(6TQ"FI4@3LB?3CA!1!XRDFISMW391)V4YW1VY(WIVT^/X=CVW MK71W'*9FD-;JVU!Z'>/^MU!:>H-6]&UWU%LM])W9!;9M/7RO/F\WG_4-R3>% MB8]DO',XYHBR<`8'3<$"&(\$Z*;551\)P,=\LNW2*11183G4``[0CGS:621Q M#W/.X:>;K7IY/>77:`.E.BT=6O4&S?"]WDON?CA5+7LCA9N.QIDWIH&N(NY9 M_I.PR"B/^RIK]F45?9J\U02,#@I^[;(MR>R.5"(^P.&'T.*_LN;8QN-S%Q'# MR2W9]XG=0"9H_O4A[7'L[2?6:*[P_E.CDL)>]@:76KCZS1\4^4>;_P!GDIF% M5/$DXZV^PTYDA';B@*-LBU)4K6>[K=J&X5O2FPK0]=`RBXFMWB19IE(I-.^T MFS5?-F3=P=,X%4Z2&Z/*W7#,Q!#M$*N'P>57FH^R*GL6AZ^V37Y#NZSM&JU M6X4\\L4D8_?Q-Q@F5A@TSL7"G>)R*T:_3,=`!,Q].H!8XM=U'94:K;CD9)''(T^JX`CW^H7MQSG/T5H4,>O*%$ZJD;K]WP M96Y3;HN`]65/T0Z*@;K\V5E9;HN.1=HI)ANB+D7K\V2"B[15PZLL9HL#1[WLN:CM%5#K#XP^7)*M3`S89HIE5$_7+Y_D'+NQ1.BDCZQ?-\N;4>BK*KD M];W?`.;3-%6?C*2GUC\7ULV6:>^H%3T_M?C].7LT6':J:EZWF'-J-5OT78)= M?F^MFTSL5?8IR7VOQ^G-YFBA\8KLD_>^(OIS:C[%@:^^NP3ZO=\&;<6I4'ZJ MS<9V+7.I79I>MYO2&;L:I[0N MQ3^U^+T9LQK+M%*+ZIOC#-QG8HOT;[BFI=?[(OIS;CT5+NSW5VB?67XO1E[. MQ0.I4HGK!Y_DS88HE3D_>]WOYL,T*@=2L9^5W+S4O#2DTR^;>1NSV,V!LZNZ M?J,5KZGR5YL\W?;7$6.9@(5A7HCID':TDWJ[E-(J13J*.!32*4QE"AFW;Q.E M)#:=!7KY%"M*+6'::,W\7#E1H.U2#':%.X@G(-[5)VJD>]Y@^3+`JI-&J2EUA_(^C+1HHN]@*:.3;JI.T M4I+J)Y_3D^QRUW:A2LR-`LK]RX:CW5AH_N]_,'1J#VBHH9!VJO;HH*O6/Q>C(=A6&^P5:N;T]K:P[0I&ZI MFK-'VT-<5^V56DVU1W)IO(&`O(Q8VN-;LT7J46X2F!AFO;,N@JH3N@[LQ.DW M374T(KT68]"KB'];]CZ1REZM;JH"GN^IE!T1BCFZ\UY%(ZJ(KZ?KY0[12&H] MQ0C^L/F^3-9ZFHBO6;S>C*'=JDW4+JU?6'W>^.42:*;5#-ZI?V7IS3D[5:W1 MRB*^_P";T9IR:A3;HNO5];S>D/G[YY5I5N MT9,FCA';YJC7W%*V9K79UDYT-]GPNA]@ M5BZ5+Q)]6NIF8A>/^];?;Y;CS%SD)6'VV9/DT_GY*AL-16NLD<)DIT%&)(LH M\IQ==":"QST075K%@'6LE_&Z!^,DH#-$UHF(+A&(``\R-=3[X]U2=.I"R]CS M=!XC(<)1\4D[?+NTH1V#L60U7O5WXQZ0Y3<0[5QEY`;&VI<-@$O8Y6KV68V(P17K$,,>TL!$K&G++IK1S-MU+&#NB\2XMK?+9##YN M++6T5G''!W@?(&/B,0`S57MW="\O)=2@J#73KI[OD M6U+BQK>Q:=XS\?\`5-O7!Q:M=:- MSMVQRCV102)T=`=`9X+.W<5]ELG>P"D,MP]S>E.CG$@D>4CJ?.NE;,,<$3'> MT&@?K*^"GVWQ^G.&_1;+=59;?U%EMHZ-W3K.!?!%SFQ=3;%HL-)F6.W+'2UN MITQ7XY\*Z8"H@#1Y($4[9?LB]GI#RAFQC;J.QR>,O96[HH;B-Y'E#'AQ'O@* MN9ADAEC::.-^\``CJ?)SG.?-;06;;=XF&T&HH&[2*FNG9TH MO$;;XO;N47Y]\@-5ZZMJ>X(3>>UHVNP2]9G&BN_^.NU-+4RG;$J];3!H@O<0 M8O$BS4`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`!E[@^A#`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`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`4TL)A$PB81,(F$3")A$PB81 M,(F$3")A$PB81,(F$7__T/OXPB81,(F$3")A$PB81,(F$3")A$PB81,(OS*3 MJ=%E?F5'0Z+*BJ=1NKK]_P"/W\P=&Z(-5'_ZC*W:JX>^H:O6/\KZLCV'18'L M%1AZOYEE1]Y2C]ERCG];^9]7U\J=[RL"A'Z_YCY_BRHZ?%1OOJB/7_D?SYK/ M[?96>WM453_Y-U_7RE^GQ58-?>4(_K#_`(V][Y`RAW]PI*,I]M_C3S]>:[NW MV%ENHU75J=?^0_/\8Y3)I\12;VZJ(;U2_P",^L?3FJ_M_BU:W1VNBBJ^_P#X MS\^:DFH_BU-NG:H"GK?Y!ZOKY0_M_BD]*Z]7[?\`K=U#_P!;FF[_`+)6#4>T MNM5ZO['>C^/FH_4_Q*V#H?:4$_4/];?6]_JS3=[7]X6?)[2B*=7]B_?^3-63 M4?Q"L9K\=0#_`.A/4;T9IR:'^(U5AU^,NN5^V_K3[AS7=H?\G6>T>TH1^L?Z MS^?KZLTW_P"KJ1[?;4%3UA_K-[A'-5^G_=E-FGQU#/U#_67T]?RYK/\`]65P MU^.H)^O^P>4/T'^2H/[M1QZ_[!>_UYKO_P!54NT?QBHE]8?ZP]0_'UYKR?ZH MIC^[5!3UQ_K#[WR!FKV#_)%:-/[XJ0_Z`94_3_N:S^$4,>O^P&4?0U$Z_P!\ M5,W7_8#(N[/\C4QI_?%P'_0#*G_ZFL_A%3'K_P!;OGRD_P"IK(_NUQ_NS3_N2Q^$7,O7_8#W!EK> MW_(U@Z?WQ50ZP_K#UAF?H:A^$4L/]`,O9I_W-2_"*JGZX?UA]_Y!RWL/^2+! MT_OBKF]8/ZQ>][@S:CT_[HJC_P!HJY>O^P7FS89_JJ@>WVU73Z_["=7ULV6: M'_)5$_W:G)_:_P!9.OTY;- MF/\`U90']VIB7O?UI]PYO,T_[NH]I]I=BG_H5U%]/5FPS0?Q"#^Z4]/J_L7[ MWR9MQZG^(53]?CJ83U2_UMZ_>ZNL[KS:9I\15GLUU79I_:_XU M].7,[/84#J=5*)ZP?XV]_P"3-AG;[*PIB?\`\G]WP9>S3XJB=2I0=?\`D?S9 M>SL]E5]O:JQ/\1\WQ9L#3XJP[WU-)ZP_ROJ](9\JI M-&^^I*76'\KZO1EO8-%AWL!3/^HR3=5D^^I"7VO5[_5Y^K)C0Z*EVJE9(:#1 H%^Y<-1HL+]RU83")A$PB81,(F$3")A$PB81,(F$3")A$PB81,(O_V3\_ ` end GRAPHIC 14 g31989g28s49.jpg GRAPHIC begin 644 g31989g28s49.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](G8V%E" M8F1TEH'1@I)#4V5GUWBXF1H1`0`!`@0%`0D!`0$!```````!$0(A,5$2\$%A M<8&QD:'!T>'Q(C(30F*"`__:``P#`0`"$0,1`#\`BPSWF;\JDFZG4S>1'K=! MA(SKJ7.T)N6T,#(J_J!';=,J;1XB+!-N9!,/MTA(@7V^P">T1`=TAYM]T\2Y MICW7Y9I'(W(7Y3D(+!:W:\>UHQODJ\N+92)CV/D$ZM(X:(OKLS8J=*V99^Q>1T M9.O'+)^P%E4UBEB5DSJ&55:)_#\CYJ"RD&Z[7W_5].^M/+;L1Q#5" M6[1Z\GSV.8.1]#J="[4D0K"C&:CXP9RYMX.9>*P$*DO+DW>M*_'PKJ/E6[:GVGI MBLPET5GRM$SS=38R416G#]--(I1:6AG),=K=$IJF=R",812L,3/12 M%:XLRS1DW#42@B0S9SZ+&!$QL8'Y:NRL.A?,%"N%EXOK3M9HXL%2E+I++-MP M[]`PN#HR,D]J$J*@_P!'?7Z[#V)QY`,55PX0(57U4#T8+^43FT6/3OE]K"K( MK'L;LB#-;6;^QRZBF^-R,48=Y%H65,K*XKO9`B4-8'T33E7#1MZG%PT79G`? M]TI^K`B;M>/:^VO:WE^G549*S\^:N*)S75=QB6=7>!)Q$45Y>)9Y M:TXFI0AW,VD;[UTN5N1!)RJN[WZ1$RHQJ!+G)2<4_=Q)**B5R"1I!)50Q#M5RF2`438P3\IY\>U MMXK>GE8JCPTU"=5=@PTTRM3FG(`ENS>;*8536:F$UF8M)!ZD=S3I%(WQ-W10 M%9TH;V)(G,!@*P7\HYN7E^Y_+O")RQG_`'=V"1:+E!C$F*?1>T#R,V5-]:HY MS*03(TR15W$,7=17*LHI\*A/NF7[@_>(>Y@5NU]ZJ^A.D?-/O_>.O-'ZK[3Z MLV/?[Y=#U>LU&,ZULB!K:^A89Y;[!&LG,CL>KH($1JT0Y6][E]&`N4`!!?U' MWE4@BZZ9X^:4):>5?+TG+(JI43R(-&J$;(_$WJ6W]M/XZ0>*_IPLDY%.1\VT MH^;.2LI,ZR:I'!$47#,R"B:H^HC,&J7=>/+0/XY?*3:7Z-M2I'>KQ^=LDR"8 MF=XRU9FW?V+,8A5R]AK1YM7,JU7/+[B?&3 MY2H$Z+J%UUW#&2*#I-R21;=)H`L'VXIJ-$RI'\UYT""T<$%0IP#W")O0?H`8 MK"[;NO'EWI/B'S+-2KD)4>W);WHD4;.)7J>18+(O"O&ICMU$8;S5$;J1JK!- M4HF]/G!54!`?:4,5@VW;%%LT1/J;IY^NDT;)NWKGL/9S51V]*B0' MC@&S+S8E:MT57'N%,A0#VD]`'Z^N*PFV_C[K8-ST:(%5V MDU#9"I^N[A"QERI#1FY?R3%DZMWE,W.:;BG98LZ*1HXU:=*+.4R%DDA4()&! M2^./JN!3X;\PMK+)3NZMHERM5G+R/)>7ZSNQ!$& M_P#0`[>(("DH02&`##Z,"E^G'M<,MX]?+7*(-E'W).X((ZSQ-DNA7.DW!U6D M6(*B[ES&5\Q3)-212.H4$&Y1]JQ0]3+(B0`.P*7Z<>UL3^,CRJC[HA+4?9", M$O)GG%G:'2Z"+U.10:@@P01C_P"VB4*+%#[E7/R'&GF22%HE`ZFZZ>)%1.#QU:.Q+XV>*N3.%3)_`C7_-B M5DFV2;&(3ZA[Q,41']N*PFV[C[L4_D'T;YN-::R@NA6U0Z[YV@:!9%:G8]EG MZ=V(-J_4[3+UZ$JKA]`E[QZ]N<]4&A_OFZ#ANSCFC0\D*IS*`/\`1,"ET:]Y^B@?L+N)@>6DR1SI.1WAN5`U;14=59HC,V04WBZ;.%5-:TC_*@9 MRJ1)D_.HF0K)?VL$K?JZLOVMYBF[5HZ6[;[-3^\,Y539GZ&V<221AV<1YIP'+*L(M'9?/9L[U.RJIS-3CD[1]]9JPBC57!EI!JF=NA\[,IQ`SYH552 M"MVK=RG=/E]AB7MDKWQU6\2HLU$L),L1U/;I@MC>O7K^):N]?+L+2X&_1+0R M2JCEU%&7:-VQB+K&`ATS"P*W:^_ZNR?Y[7FBN`S)T>X>RYL*A$0RR;B%WKM& M082Y9]Y"N"0U?E:ZZ7B9FP19+45U(-3K%<,&[=U\OM^T.F52#==Q]W''ZQ\S M,;[1'L;MUJ62BF]C`RV[]T-`=2/:Y>*\@WF;E9&K"V\@_3K1W8QEW+1 M:5Z@E8II!JU5Q)(_%;E7]A18UA:25@CC'$>"0LF11`R7R$L)ED+8:6E&:51KRIK:V]DB_ M,@T$J#P?>`,'@HJ0;KNGM^KI4QY'O,';!1>3/D"ZL6?,)!.$5CB='6B.EHMJ M\9LY=&C%2SB*!"/Z9V"Y=2R31"<<+SL`W_`(C3/+5LI(!4"NT_0%3K-2)E,9TW M!12$W7:N\MO(]YGHB2M*L9Y!>I7;EB]2!TZ9=%S4BSL3F1E(R$,>H_=RPHS2 M"2WQ*JF:D*D@T243[S4LG2K\_?_6"RQ:A%S_S,][RC MU):,D6T'+H0Z#=M(*)GMK,MG1*[C03"1;+).D%2%.SA%GT<@!BF*HV.8!]^*&Z:XX<=U48/<'G>KC$(Z'\JC%LS!91 M<$EO*7HN0/\`*K[?>/W$EMIVX$H^P/W??[0_D`/4<47=UX]K=1^[?//%-$V+ M'RL,$FR9UU"$4\HVAG1P.Y74UU MN9ZP\]\,_9QX^2^VRXO'!VX/J_Y$=$RT8T$CA%O\[]\CM8B;1J;YO>50P"`I M%,;]A1Q2$W7F=I*&V MV@D,>9-42%6$P%,JFH0/J7ZJ0;KN/NY9QLC\@&^I'-.>0Z\,X^',99K)27DJ MTM"Q[LKIX,8+AHX@-SG67;*ND`(F=R5,AC&*"?J8WIBD$3=.>''=U]Q/^;YJ MNLU=^3\[5TV540UVJ+W%YWX<5?T[RJL4?G28H*_+Y2]%N_5*.;%9LP`7NV7'QBFW*!3&+Z&4$ M/<<3&^N*&[KQ[747_7'GJ9R+5,WDBV`\6.H\CR.X[R$:0=QZ!"2?V2B[I9/; M)4$VKD[0KA%8Q1$S0Q5"^A3B`J0DW7_]HFDX5HSD)1N M/D-YQ3(R82)S$CGJSI;=Z30J#\2#\7])[C!_(&6D)ONZ>WZJATW_`/Z1NAV] MK3@NWMF2<9K.CRFVK=)N?)ASW`Q59UY$"W:SE[F):)WT1-K4H8'J0NGS@Y63 M<%B"8X"RRS6A1&OK,Z302BY^9=-X)^5=)=%P*:OS"P6MV>/>J;_P"^;57J3.]6>@Z2W0XZ`LE!KDD8IH!WLQEIVP7J-UL\M#,Y M7D4TDE6CN38'(Y;IJ('(<6!6[BOS?M/MWY2-^T_L#?-2WIW!*ZOU*WO:NV9A M3HNIP\]JQWK&.=2^P(#9&OYZ]1>Q*3;*I%-#.7,1(Q3>2%N=-1-%0BR1CL"M M]*_/YLMG/6O_`,@B=U%IFWWE+R`7.8G:JI9+:HIO&Z-BVEK89&4F*<]AY^H= MR4R-CVQZ7(19CE"NL%TUR*)K)"I[U3,%_/QQU75QW/7F*N;P\+8:QW`G&(E4 MDR2TKOW?;YHBJLZ0:LHI.)4\H.E'*SEJB^,"CL))P3XT#G%J/N`Z;`I=.O'E MKDT/Y@&\>^=-H_R!H1,@VCV#ADG8-J+2R2962\.SC6L4[\W;F139-V48JLL[ M!Q\I%G"8G,854_C8%+NO'EQ[;2/F&^,L;'N/)-$?/+C6^AO,>S3<-1M'E/5`J8H M-%$W/+JVNM'^>R2UA4HC:FM>\+GL%E6X=U=G$YT[?63=S9T5A9R MBD>%2\D6E*[(^\[M-5,S51@F1$%/1B?V"<&!,7=>/+M;3GOR]-9)-I,Z4[WB MUVDHNU>O(C;F]+7&MB,OOA3DHYVU\Z#-*;:.'+5`J8$*0#$<^\?4J9@,P9I= MUX\N=;Z,\N"\N277H/D/AWJ:CSW/&MHW6^*_;)_<0Z#)TP5\YJC5-K*PIRKG M^,B:[<_H0%/D*)S,%I=UX\ML[YZ\PBCV9?Q\MY08DTRX:O%HYB^NPQJ2T>W0 M08)-!E/,Q,/FC9(K8@&`%3B?ZB?Y!$?5@4NZ\>76DM7^=F,UKR"V%JN` M1S94FY=NPK@SU20,]3E7R$=Y#9QO&MBQ*)F9DQ5,@54Q5A6]P@D+!?SZ\>5) M>F:#YSYS1.W6M!HWD6I-XJ\26=83[OH?DBS>@D[8KIJ(JI@J0Q<4AG==Q/U=F)T MM^0VHQC9,O?.U`C9A%)S%OE/(=S:BU>MUV"LJBLFLMO-,A$E(U`ZX"?VA\91 M$U^I=!>>>M+2+.$\E=IF7`N6@&;P/DHTA83R2KHHKBI%&>[A,1PDT!Q)'92'JL_NQ[]X\5C7Q%&Y/M%%@4.04@!4"^BD&^[I[?JJ-`>0?\`)50: MQEA@^M-BS#)`&YF2QMH\=6QJN0T8=\W.]CWH*0;KXC''CLZWH/\G3S,W>]S M$-9NF*;(Q;72W2]O;H$YZT4R]E@UYS;MG851?F6941!$=/D[IX@>_=?[D[9\;/%UNX"X=U?9=>;NJ-<==)TK5K>" MZ!M9M<:QV'!#%;(GY-S+EL4]>IY=,TJM\A/N7OM]$S']A@26QEAET>H&TB(I M@U;,6,9'LF3-%-LT9M&39LU:MTB@5)!LW12(D@BD4``I2@!2@'T#,NSCB5&J M)2H3B=8KR MH^H^@```'J(X`2E'ZB4HCZ@/J(`/U#]@_P"N&!IF;MSCZG01,/U^IDB&'ZB) MA^HE']IA$?\`7P(=,X%W8?D)6>(6O.PH;6+/LZD[-G-;H6$Z6L9>\/\`D+F/ M5%!N$Y6#I+I'G%(O:3MHT71,B95=9N*OO^$@%O)S_P!^4QS(Z&`P&`P&`P&` MP&`P&`P-,44A_:DF/[IB?4A1_=-Z`8OU#^],`?4/V#@:?V;3^JM_\`E_-_U, M!]FT_JK?Z?L_H$OYN!JD332#VIID3*(^HE(4I`$1_:/H4`#UP/H0`?3U`!]! M`0]0`?00_8(>O[!#`_#$(8#%,0IBG^IBF*`@;T]`#W`(>@^GH'^Q@:'V;3^J MMO\``)?S?]3`?9M/ZJV_P"7\W_5P-JC"P[=R\>-XF,0>2`MS/W:+!JDY?&:) MBBU%XN1(JKD6R(^Q/WB;V%^@>@8&[^S:?U5O_=_Z@E_)_P#HX'Y]FS']K5L/ M_6$OYN!^_9M/ZJW_`,`E_-_U<#32CV"'O^%BS1^191PI\39%/WN%C_(LN?V$ M#W+*G'W&,/[QA^HC@<5&U&IPSA^[AZQ7HIW*J@O*.HV%C6+B26*=50JS]9JV M24>*E47.8#*"80$YA_:(X'+_`&++^IM?^#I?S,!]BR_J;7_@Z7\S`?8LOZFU M_P"#I?S,#\%@Q$/06300'^06Z(A_L>S`^4XV.16.X28,DG"B1$%%TVJ!%E$$ MSBJ1$ZI4P.=(BAA,!1'T`P^O[<#4,S:',)C-6QC&$3&,9!(3&$1]1$1$HB(B M.!^?8LOZFU_X.E_,P'V++^IM?^#I?S,#CUZW77)71',!"N"/BHD>D7BV*I7A M&PF%N1T51`P."MQ,(D`_J!/4?3TP41RO,37RL^M>03'HZD]I:KZ.O%]Z$I]4 MK))N3M/+NDNON'=A[LK:53K[!2Q6JO5J%91\V\@FP+!*1L>Z;HMG!S&06L,7 M9]&9VU=6\6V/F2>WQ;M[Z(GN4;+1Y52P;!E;K5976%@ILO7W2DO#/')WB[&6 M/*02JR*L5[%'B_N,A\!E!%/(U6*5Y,7GX_>Q-)UKC*N\UE+-ZMZ=IM@O%^W' MI+=;YY$]#.(38]HDK3I[9M@AK:X3M]IJ-@T2]J[.*F"IJM&[2.)%"9)>.6;( MV4MG#JZEO]6+V3U+YCH7GE_5K%5I?Q%MZ;T(YJ3IBXAC];?I_2,7K6&M4XQ6 M-$(;(8:3D$DI-)8POD(+&*FDB4RM*K:ABHH)E202*)XP1 M!-%(@%(7]A2@`!]`P4AO(K6>N()\E)PFOZ1#R2!52H2$55(&/?(E63,BL5)V MT8(KIE62.)3`!@]Q1$!^@X5VW[%E_4VO_!TOYF`%BQ']K-J/^NW1_F8'4E]9 MZX="N9UK^D.1K24OKRC2LBY$HN'\E4H!\]<"0 MA4R"LZ=1ZJZHD3*!0]QA]```_9@I#HDQR]S187HR4_SOHNU]=<4DO2#F'2K88^3>Q+MLQ>_<-*+]T@#9TJ4XG3_I"@'J7Z^F*D MVQI#RZ6ES\1;#4NO:ESYJ'LNN]Q(:LVEK[@LW8`8%"^\OQGTXUY1G3HR)^-3R46:_\`:7CP\=<_ MRYR;!.M0]OU)K)].U?716?2MVD->VZ]N'3VUW,'9FCA_:7CTX2CA!!+[HGJ` M%(500`U%<([)'_VTF4_[RK$#,05`I?WON$TA_8`YKDY3^_GY)B^9=3`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`QL]F\E=0[?WMS MWT5R=TAK#G[8FD]>[UUC)?Y5M#R>]8&TUC=TKI^:>_:Q<9M35RL+)0S_`%"V M$BIEG)5"N#![2^G[Q)C&K'\U\0/2[79[?=A)+PZ&W`G)M[,[V2/B:E2VF0OB M:3PKC8JCHG6P-VEU>N%D%SOD$DUR+-2F(U9VS6N"HW3/C:[%Z]+7T^ MDY7Q*[Y/!*K%C)?9'C\WDI::VS^!RNFWK-MB>V$+6Q:/)$4RN6B3]LU52,8Z MA53$*052;9G.C=QG%'E"UWH>6YWT9LOQ.Z@U?8ZC9JG)4S7/#^]=>0$,E;JS M^AS$I"MX#J=XW?3BBKM8QGKUN9=R9))9Q\ISJ$`4FE,*,MW-^J'&A^=]"Z.= MS*-B=:9TOJW5#FP-VAX]O.N-=T>"J"TR@P47!;97BXE]1U.CZK!K8DM@;PM>T&,QI2>EHVFWT=G.8*BIV%RY MCVUB(!@CR"P3%L(AZB7T$3ZY]'":;:?ZHO\`/%;Y(W&UNLO%QP43E?DNK--3 M=A:\7_SGZCK)2'Z:V`RI+NX#%_QE<#2KKY'$^$H89@P@J+L")E`$_0QC)6WE MTZ/4LS+L8#`8#`8#`8#`8#`8#`AR](#(%\_D81T=<(\_9'-2T2DJJ`HB8O/W M%"4JJU1]XF(`J?`54WM`#&`H>H^GTURFQJ4A9EW=9?6%P@I^DM& M<:1!N5P(G5)\8%/IPFE.M%[/B%[[0W!V3XPN&'?)_&6NR:LZBITJ3J:B:<5C M^JKPMK>/V#+,HZ\[$1F%1E`NCAR1I*+"V*50H$.<`*0?1*VXTZ=/B]3;,NQ@ M,!@6\]&]6<_\E5>N7'H38C37D!;[2E2:NNK!VFROY^TK0TQ8@AHJ#IT'89UZ MX3@J^]=J&(V%-)!L6OI]1,E;"G!IVA2O):GWLK/DJZRP-D+,:$3U>:4+7%W(@F1^*7VAU!`I M5!,/IBDF^UDH MJFDJ9I(,')%">\A3@!O0P`/J&1IW?`8#`8#`B,=.-SK^OJ%R M#9[5A.]VT3-H;( MV'?+75'NEI)^RH5[#;J]:AXZW/+*W5E4RJ?HXJ,4UTCB45C)F*<3;>>L4ISH MRD>('R0ZUV_V3XQ^,:MX]^3M5W77.](!&1ZPU_"1[#>U\3HFM]HM9V0L]B/6 M22KM6[HOSNY0AY)<'*A`('J`I_')JU9-LTB,X>FOF78P&`P,0'D>VWJC1_5O MB[V#N#:U6TE66NV^I8)#9FPIVO5O7-=F+)R'M"*AALLO9G\7%)/'RK;N)#G6$DFS!)-E'5R@P,?6FI63)Q*OW#H8U$Q6M82D?$`H1;Q9^/M9( MY5$EN2='*I*$$#$435H<.=-0A@^AB'(8!`0^@@.)S:L_6&1S(T8#`8#`B/7] M_#RGY"K1TF#UM8F/04/`N62QVZK56!CN6>-5&4J@=L*Q"'>2;MRF*9U"K%(D M'N2)Z@)KRA@#]P_\`>B'D M-.+9X@I32%.D>8:AWC"]\MM=V.6VK,VV7HR^@'S*,T;L)WT9+5P[*4?W%)I+ M03:0>L!.Q3*4BI@4021*9'->CA6L8?MX^Z_/P[>0+5NX.[?&-S9%\!\>Z5V! MKW:L1'FZ?H<(^K^][P^JVIMD,%&%WGS^UF^>[(EG:1)151%=51P8OQD$WL*" M6K)K2$N_@[O#R\]L\O5CL>A:<\?ULJUIM>T*JMS4_MF^=+;2JK[7&U[#KMTS M=;I?AN:F3$H#&NG=G0TIF]P.( M=```3*+%VN$LB>1HP.'FJ]`61L1E8H.'GF::P.$VDU&LI1LFN4IB%7(@^172 M*L4AS`!@#U`!$/7ZX&S7IM0.^#H:OL&OWRYOZ=NXYQXQ;Q2J(K@02)2+F5130(7U*)UB`41$V:Y.7^^ M.B8MF74P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!UB[1/Z_3+=!>JI?UJ ML3\3[D3(D6#]2BG;/U2.X_H"JA\W[HG_`'`']OT]<#R+V-Q\-\;JJCTOG_47 M;5?[.;ZKV)0MMW?8%GH4KJ:P/K)RKO2@;C3J,>RMSE2+%6XRC-6(75CR)E:J M&$Q"?$8A]4]CC6*8?M3%?1XN/(SKW;O7?C,XIC^'^9*=9=:]?4=\T[`@*I#Q M73=U-`S5Q?R#R_ST7!-R/W=U9R0IRJ1')D!4*44_W2D*5);,3A'HEV?BY"W' MQ+4HS59TY;&Z&ZH%NY?$(F]<(#NZU_"N\3(LX(1TJGZ&4`%#@!Q$`,;]HR72 MW)G-W;HW472&LK1IO>>OZWLW6ER9`RGZG:6!'K!P*9RK,I%DJ`IO8>=AWA". M8^19JH/X]VDFX;+)+)D.6-3%P=M>/[>VL^-.CK_8MQK;"9-I67;\@]*6]\^5&Z6V0K#`5=?7!8B#ZS),7,9)`M+)(.7]3+" M68#(I@,!@,!@,!@,!@0W=YNVC?\`(F6;+H-#N9#HK123%RNNJDX;*MM-^.UT MX38I%6310;?"8I%?N&:2QW"/Q'.`&]Q0]HB`# M^W`Y?`8#`8#`8#`8#`8#`8#`8#`8#`VSW_>;OT_;]LO_`+4?`\=1*Z^+=YJN MJUO4>D>KXCODK:[M=A[+N>QZ@[YY-+1U3N![Q*UBIQXK619M9&P.2,&RR+86 M!O:*BJGH/NTX5BE.=%_7B-[KKVV>R/&#Q5'<5<LNI:)(N^M*AKY.'Z< MOJ.O&E^DWZ=SOOO$TFM;F[LR;XH@/W9DDD_Y"B5*V3$X1FF'?BR_]$3K[_T^ M]0_^VFTY)=+M[4JZJ((-00<5;8\+*1RI`33`BC4P`4/3TP1C"[W"F M`P&`P&`P&`P(=W1C>1:^?6.?"0J+*2[(YP8MG";84E7*;;G_`(;6DFRSO[^<.2QHOTS(`N)?B^8HD]WN`0P. MY8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8%A_E M(DI*&\:O?LK#R#Z)E(_CCI%TPDXQXXCY%BZ1U%;3HNF3YHHBZ:N43AZD43.4 MY1^H"`XC-+OUGLP&^4[B_E+F?GOFA]I'QX5AK7]J.@C=Z]$Z.Y8H/0>SM+5B M(U^VG(M&I:ZV!9JIKUK<=L6(Y8UI9K&Z5A(`J+A59NY=+,TQK$Q$0PD'8\]O M^4V&P8[D.RR>N5-K0C&8ZOI')W*L?T71M=R/#O/^YX>*E*=L:VO>;M?7O>UZ MODI(I6EPZEB0D>U=(P++[MXS2:UG"F7-("U!R?QM5J9X*.Q>?>3WO8'VR&55,VEE32+E M:`83J2"CA5-N990HC\)`]/62ZVY,T^1HP(*U>\B?<_%'-6RM3:`G$%MO4#L; MI>!KO'\AXMNR;Q>RZZNW7VS[!*7V-Z,B[E#:+L<@A4[.M96#,C-FP.P*FS%3 MY@$Y[FYS,VX1Z.MO//WYDZHQ9/+KS?;XP9-Q;W2,>/CAW8,R>.BG#8L'^C(. M]XP<9*H2PNA!$1487<*V/I\RC=>.=S#AZKP-M=N=0WJ)D8*3 M3'I0&D.[309*>P!6*X4573()/0Q#8I";[N(=A>?D!^3MTNJZ8Z8@XQM'R$4Z M_3%^'=QNU9IHLRCG$E"@N/3A3M4TT"JB1XD*HD?*';*`'L(8%(7=XGDN4>@OO$U4B?JGZG7F)>DV996`3B1)]@NNY9?>^J MAE!(!`,*D&^YUA?\A#RM6.`=7>LZ38QT$M%*O84YO'_OQU5[`_3<,V[.*K-C MB.@;V5\M*-1<.@7<+(M0!+T*IZ'*`*0F^[B'9FOY!?DV3KCTQ])D?2+Y5C$Q M[USPAMIG*1+N2."J4 M:1L=,CFVA*97(2Z7#5L._LENX8Z6?1FLZ%8YA*,O]\O$30^B+/:3V*FH)B]5 M@6+=U\C%4X@Y35(0#2D+NN\*,Z;M[_ICRW:]Z6O[;2EXWA9O([H^%@[I0.>^ MZ-/VUQH/56D#:Z;7FEPFUFTUJ:"U);IBN*!*%GY=Q-$FXYP5N(%*V*2\DSNK MU3[\RZF`P*.]$/G49S_O.28G.F^C].[-?,U$B"HHFZ:4J;<-SII@`BH,.FMPZDUU0*YT);=OSW. ML-=-4DDN@V^E]JFKM$O%Z1?GLCMHF%IL$J6.C6#A(KIXJ2\V)_6-%J-]X7V< MGXQUI:$TGS,ZMVJ.B=H:5VG`.U3G(J&V!5Y.K2,E#G>MW M;,LFQ:RAE4/F242^0H>XIB^H")QP8D]L>(/H/=^OBZAV]Y2]W;?U"#R!6<:L MW'R5P3L>BRC.J_I:];:34)*<\M4I%>*D8X5RN??%>OK?/\`/]WFZG;;9JZ0Y/XHG6,O=:#3H.ATBV?>[)T?LE-G M,0-:@B)?*DV*JLJZ=+F.#ARJJ95-G7!>;JSQ$-M8[=ZLV7I_BV\4"^ MZ1TI;H+EF)I47*ZOJ-@I%);23,/D:,!@,!@,!@,!@,!@,!@,!@,!@;9[_O-WZ?M^V7_`-J/@>0),2GB#D=% MZ^;Z)K?8%?\`(]%LK*SVB_M[JKNN:;+,?P9=!VE+Q)/UJ5L+5#V%6"&3019" M!A_ITQ#ZAKFX?YZTZ?=D)\-'<&@MF=:>,WC:(\>?/VO]YZ^Z4BG\IV]3%HJ/ MW)L"+HM.VA(2;>XHJ40LH^>VLSD!D5?UPQ%DFY$P2$P$$J5LF)I$/3[S+L8# M`8#`8#`8#`8#`8#`8#`8#`XZ8B(Z?B)6"EVQ7L3-1SZ(E&9CJI%=QTDV59O6 MQE4%$ETRKMEC%$Q#%.'KZ@(#]<#%)#^#SQQUU.+85_6>Y8&N0A$&\/2H7L?L MF*HT5&LHUM&QL-&U%COI"#80D0#4CAHT11(BV=?TJ92F^N6K.V'#)^"3QS-/ MOABJ=T3`GDWR,Q)+5_N+M2%6D+&4I"O;6_5C]^H'>VR;^(@OY)43NWAB`*AQ M$,5-L+@.9_%YQCR3LT=TZ=H-[';O\*35$3V/LO?F_=U6AO2K"_A927JS1WM[ M9EV;M(9U)5YFO\221!*JB!BB`B/K%I%:\V07"F`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&!MGO\`O-W_`/=E_P#:CX'CVO8[Q(IZ7I;S1M@[16\BPM[`?9T1?V>O@YA" M64I>P2[52JJ\;'(VXK)N!O=#F47.H(D`%OW7-PG]>M.GW9,?#QV3R!<. MX_&QS'2?'!K;1_2-,WE#P]Z[+0V5)RU]O[RDZ\VJSLZ4G2Y.GQB,))[&DW:9 M792R!UDSD!$16]"`5.JV37\='IU9EV,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@:#I,ZK9PDG[?D40633]_K[?>=,Q2^[T^O MM]P_7_4P/(,GZ=XC86C4R/TG;^UW?D7PFVN!YQ:W.B6$<*N#@1,2F>E M:/O:J]W1"TAW-6KW(NMIW]Q7MBWJ1F9"=KPU%%BNRN\6\%LLD$JJDD!4U2"; MXTR%4YM1=$_CSBCT]\RZF`P&`P&`P&`P&`P&`P&`P*6;LW;JKG+5MOW5NVZ1 MFO=74-DT?VNW2Z;Y=E%H2$HQ@XU,&D6T?RD@^E)J4;,VC5J@LY=.G":229U# ME*(R8UJWY[/$A.G4/":S?239 MLT<+D35.=(I4E#E*80,8`%1-T*B-?,9X['BQ$6^\[&8QU$4Q.?GOIA%!(5U2 M()'(IJ%%5NLDFNEZ^AR%'Z9*+ MNAU)_P"8SQOL7'VZ72+>=#XR*?>4[5F[KU$@)_=_0&FZ9K6>ARO$P)ZG0%<% MDP$HG(`&*(VDINM;/^V6\<'KZR)U"Y2M`E_P!690-B6CD)5"/=+"BB53[A@X*=-9+Y M$%/:P$8+*LH\QP?NFZ9EDT3(A[\42;HA2F.\R'B\F#G3A^V]& MS"B;9D^43B;"ZDU$V,FF=6,?*$8QRYR,9-),QFRP@"3@I1%,Q@`1"TE-UNKE M?[7+QM?Z7VJ/^%3G^)<4DWVZN(D?,/XX(]1--+I2/GP43$XN*5K7%7XSJ`5 M;0/238#@F`")$SN=0(D56-Z_NIE$5#C]"@.*2;K7-J>7#QU(GETU^G:LW-7V M,'(3OW-6V.V+#MK([.RA0DCKTQ,C)T\73]1;J"5=)(2J*$(F8IQ4DW6ZOO\` MMZH_X5-_XEQ23?;J?VN/C:_TO=4?\*G/\2XI)OMU]6TY2+C(UQ,3$U%UC9$[`0$6U433W>7M=[*H#] MK%72D77=-#K5DK4F\9(R*$?*QDO--'#9[]DX( M"T9R+/LK5DS&/7!&R4K6DK9:8E%11?[9,\A*URM2D?%-E'("D59THBB90AB@ M;W$,`6DINMU?$-YH/%[/!("Q[#UPB$9(+1KG]9C+Q7!46PU.+-+,! M]?W';7YFJG_T5!Q23=;JYK^V"\9G^F5I_P#XQE_\3XI)NMU;-]YD_%U%-Q=R MO;>CHIH4WM,[E)]['-"G]AU/89R]C4$"F^-,QO03>OM*(_L`?123=;JW`>8W MQ8E&'!SWOS%&C/J*)PX3.T8"#^]^%-=154GZPX8_&V3%L(:-L#5LU>N(60?UY M^_;LI1%D^06%!4Q5/B6(?T]IBB,6)B@!WK!FY<.` M3!=9--$IRG*8P"F<"VDINMU=H>^4'QTQJ'W,EVUS-&M1<+M`=2.WJ:Q;"[:K M';.F@.'4HBB+IJY3,DJG[O>FH42F`#`(9*+NC5P;CRR^-!!(5$>Y>:)8X&*7 M[.N;4K-IE#`8?JJ2(K;R5E#H)_M44!$4TP^IQ`!RTE-UNK8?VN/C;_TO=4_\ M)G/\2XI)OMU<@P\KOCGDA<`TZYU(86R)%U?FDY)I_1*.$6I!3^[C$/G,*RY0 M$J?N,`")A#V@(@I)NMU:A?+!XSO6SQ?-C`1SY!./VYQ`H@1?H#6B)O: M8WL*;VJV$H^TY_H`_L$?H'UQ23=;J^W'ED\9Z"1E$NY^9910HE`&5?VQ5K++ M*^XP%$6\-7GTG+.2I@/N.*:)@3(`F-Z%`1"TE-UNKC_[7'QM_P"EYJK_`/(X MG1_V`"$]1Q23?;J[&MY2?'8V=1K-WV3H-BXEHLLRS)(7V+8%"-46;M4'#Q5X M=!&,%T[=$0135GQHMEE6[GO'E%LX;JJ(.&[C M>.OT'#==$XIK(+H*SA%45D5"B4Y#`!BF`0$`$,4DW6ZM/^U?\9?^GOR7_P"O M;7?^/LM)3=;JXZ6\NGB]A(UW+2/??*"3!BF"KI5#=='?*))_(1(3_;,)9RZ4 M*0YP]WM(;VAZB/H`"(2B[H=`5\X?B)0,*:_D+YA04`I#BFML:.24`BJ95DC_ M`!J%*?V*I'*F>)I,D9=:/NWJN6\C2NU+I)6#5\W6: MFUYA8SW\;796WF9W!"L,IY6#CJ.D=RR.656,J^!,J@G1,H4FG&D9\Z?)=SXL MNX.1MA=-^,/DO7_CCU/I_HBF=F:N?V;M&%LT=,[%OD56'VPE)J,E6ZM"CK"0 MUI:OXY%P*DTNF;[-10Y5#'3]B2V8GN]0W,NQ@,!@,!@,!@,!@,!@,!@,#$?Y MTY&3A_%]T%+PDE+0TU%7+EJ2B)B`-5"ST3*,.N]#NH^3@S7QRRHI9E@\2(JU M&;61AP7(3[TY&WRF"QFS=^J-UXI?Q]N0NF3]9;WL&P>K*%<:;UIMO1C&$L=F MXYV4^/5&E2U'L-=U=2U37&Z](2ET=V:YNSG>5J168H-P112%-4BX&M6(MB:] MV7]G^-+R?'K.%F/1/2[/[PXG>-VM;X^;LG9?1F*2#IBCRJ1JX:-%V*;A!$Y# M)H.@%9,I53&.,JO\X;8_XVFAR*H.6?773:+N/D'CJ$=O*3R!)N8!D]!X!XN# M7=4U3NG+DKMN=P55ISY&J($*P<@F5/U.!%"`L42J>T2JFR&DZ_&AYRL0MG5XZ MPZAL4FU:#'`O'UCDROL'++[Q.0]SZ*3YJD474BJ]3*=5P)P$Y2$(!2D*)3*F MR-9:)/QA.."OFD@/0'3*BS))BBBBK!@6[A!5-9!PA0^+$5T%DC@HD MLBLER651%9)0H&*8H@8I@`0$!Q5=D-"1_&NYJ<)()QG4O4\%[7IW3G]*AN4H MQ-T5TX;.Y+WI0W-$24'LDX8-Q6=&]ZJB:8I']R:ARBJ?SC5SGA3X6HGC'Z0\ MCG%VN)^WVNE,BA[+JUI,M'UBN5:(9QD5>M6R)6X-V MPII(.$T1,)TQ$R5MBDTY)#F1HP//KZ>=;+Z9ZJ\B]TO%\GK-!TKS5\J"/ MJ855V0Y%O^-7R6T71=-=]]!-7+=0BR#EM1>+6[A!4@^I%4%T>3"*HJD'Z@8H M@(#^S%39#AA_&:Y>*"#EOU%U?)MXU19! MZ)LUI-?4C=5XBY'ZN?4A?N!_O@Q5/YQJWY_QM-.`!`;==;\3]4P,Y%S0>=7A ME'AS',X50$^IT_M&AA,`)-P]Q42AZ`(XJNR'$/OQB^;[1"R]9OG5/1U@@)JM M258>)Q50YB@)X[&8;E921T[6MHB;G8]9VP%1-0[)5HH<5!,8XB`>BILA=AX* M-)5OE+G#I7C>GR\E.U+DOO'I#4-1E;$=`]Q?U"2-3=KUAUT$K;IHS9Y&C`\H?<7#^L.Z+O&=>]&=RT+F'9'677GD M3K6U-H;ZCZ[#:0@G',,]J)GKRLU2-A4JH[;6*V5_80D.*T@X3.2.#V$^4%!4 MU6D.,VQ==C7C[I(7@2\=NXHOES?^ON?O+1=J[I_778E_KM;N?(NM.<)RD[6> M+ZDTA8GE]:WG:VO]O34I#/6MB09)QR2Y$&#N/6.50PK'(22W;&>+.8'CR[%` M"A_;-]RC[&:K(!'5G#0F,58ZIQ?)BJ($5_OB@4H?R9&J3K+:?V<_ M8?\`\Z+O'_U:\.__``M8*3K+M$!PCV77D7*"/F'[%E@N"O_`(7LJ4G6?>O6@MW*R[-:F:3X3I94B**.?8@Y19)D;J)@("8I3+$ M,H`%]_M**3K/N=4_LY^P_P"7S1]X?^K7AW_X6LBTG5SD#P+V37W2SI'S']I2 MIEFXMQ0L.G>%9IHF45"*_*@W<1=^^9K:)(WYW'Z:SE.$^$9AZP8*+&42:*2!]3M47"R91#WJ$ M;(D4/ZG^,OKZ8*3JP#779'>WC,\FUTW3OC8Q=SW>SUNG5^;;0M?HFDM7=0VL-?0)&]<_P`J4&^MPH2L[]ZV7UQ;O@_4TCT*Q$?1#-F9FV4R'0>^ M-8],:EIVZ]/V`MCHEU8N'$>Y4;+1\K%24:^0M;F)*V3FKY?[([!1AK+1]!._;K6.SOBBBV*JDT:)O)1VR8N"3-.[ M#/S?K/HG>>Y=IJ<_;ZAY'/[QUZVVA&6>C M-M.ZBD)`[6P2[MN_CF+@KC[O]3M#QX>+K,5G+VG0_P"/;MOI_9*VXML^5OH: M4V=+:VIVK;1:*_HW2&M_UNK4*UVBXU:+"+U(TU[')QL9.6M=R"3DCU8[HI%3 M+&^-$B*I-E>>+@FWXWT^W.X57\CN])U60,=Q)!9JK89-!5\9TJJ1PT2:;NBC MH$20.!0!<[I05#JJ"H/R`4BJ?SZN2;?C>L7J@MK5W5MB0ASD$RC>$UZS3D?N M4S%.V42/L786TZR5,ABB!_=$'7$HB"2R(B)A5/Y]7;67XX^M(U8R\=V7OY@L M=HE,^3 M(?(H1XI\A!!,ILM69MF*X\F7 M.,_'*(61;KSW=FTWL(D(X313=ID5^/W`;W6J?SZN?BOQL)^., MNH[\CVZ[(LX;,$%%[+1IEXN*[)-4CB4%6.W;$F/*32BORO5#^Y-14H"F1(/4 MII5?Y]6X:_C;S+/YS!Y"]JO5%6[5$GZI0+.Y014:-@;@Y(@VW\Q`JKTX?*Y] MHE*HIZB4$P^@*G\^K\G?QIFUX9-X:^=];B>0OWE7AFIE&TC#2:"S=,4C$]Q@5*J?SZLCBG!G>ZCZ.=&\P6X#$2? M(KRP*<5<#*/'[--1<3-F+TVBO^UCKX!1(18Z;HI!2,/QB!@*0U2=7<_#;+NY M/QRZ`CI63&;L-'?;HU7:YHT>UB%9RW:FWYM#6]GGUH5BV9L()6PS=76?"P03 M*@Q^Y^!/U(F4126S6&3S(TICNRYR>N-,[W?%GKJ=W2>FR$FX\ M@7C?WU0I:'H$/K&RT`>GO)$WM]^B&5U8IR4](QTG98U=ZRDE1^Y"/?D9B*B* M*9QKGCEU^*=YD=#`8#`\E"+UUXERFBKAKK??59_(Z;9UT<6?2LY3*ZISV6SG MMEK:WB*C[=_`#%T2#2J:3MRT$)%97Y%2I"H:YWQ@=1^/\`MG7' MC)YOU!P0TU_U=2^Q]<%M_;H;(E7K[:,16Y2[_KRJVN7;!,D.>[L7343D46,9 ML*/U]3`&)6V8PB.7=ZB69=C`8#`X%O:JN[<&:-;)`N71%SM3MF\Q'+."N4W" MK11N9%-P90JZ;M`Z0D$/<"A#%$/4!#`Y[`8&DLLBW2.NX52012+[E%EE"))) ME#_Z1U#B4A"_ZHC@<4-DKH?09Z%`?[@RC'_L^"L'\25W_O\`PO\`QJQ_[/A* MPZT_VOJV*>GC9395`C9%(4P48/[C76;U,5BE.B!VKB137(*I#@)?4O[P"`A^ MW!6'9"V:MF`#%L$(8!_8)99@(#_)]!!QZ?MPM7[_`!)7?^_\+_QJQ_[/A*P? MQ)7?^_\`"_\`&K'_`+/@K#63G(15-55*8BU$D``RRB<@T.FB`@80%4Y5A*F` M@4?VB'[!PK$CYV3L)3Q@]"0!%2/GTI;.6FJ,.R1ILM*OP?=;Z)32090=\=M* M5++.P-[4F\THE#N!'V/%"-15,%C-F_\`5U'P=PLE"ZB[32F8N0A)=UY#]X*R M43+0VDZ[*L7;'6FC(0Q)*"YPE9_1<4^6)$E542K4B_9"903J*@[,X2326\^[ M-AD:,!@,!@,!@8H^J7C3EOO3EOM*8*#?5&YJBMX^M\SH@1%G1I?8%]C;WRKL M2><$(40KQ=LEE:8X7<'!!DYN[17U(0%A,2<)JRN84P//WO[).:VYY4XZ0AXB M:0>_D0$_)*$3(=VA5RFFE'OR&,'H"X M9IRGX_&4L/PP))H>-;G-%%L5FBBYW6BDS)%WJ#(T22Z$VPFFU)";0 M\FU.KMJH[*_D:,#S(+OR)3>SN,^$]%6CI#0W(<;/]S>8N]NMS;[?1D#37$]6-I: MBA(VK*33Z6@2_K=C9R9"HIBY`54X\O[IOA(`:W(R&W+J]XC(ZZV.P,*.V=;+ MJF[GA8!-SHNS5%@ZD2;(*\LY?X?/78^-3<(6&.DA_1YRO+O8Z1*=DY6*))BL M,)OXY?-O1>KJIL3;TC)V6JC^GMU[RY$W$_L^ MB^E7#=E8O*?THI.5U/9N\],R]AM$3HSGKQ^#'/#2^M./K=4$G*SBR-V[60K1 MU7DOH)D@*;T#U],K'SCU3I,^(I-;WGJSJ#?EO\BC^8M=PNN@9_3:<)HF!MLG&WZ5V$ MPC+P>.06?0]:0$WV9RRJZCPP%_=_?,".N?1PFFVO^J+TO$WT?PG=>K_%OH#6 MW`!M<]HTSK/7*NP^S$-QV6>#94;`N+P_O*J^L%TD82)5L[4&8@`?(#`B*H)' M``_I$K;-:1&<=WJ99EV,!@,#S!&(RFK=/VOJK5<;XX]A6[GSBK470-K=1&LK M%/;SH5OHODH<2#%*[V>`O\L>#ZFO4M/-4['9)%BU,YKCO;*O=*#1[BY:I,7-LI]9LKAD@H=9!FO.PK*45:HJJ%(HJDW4="0IC``F M`/40#,N[N&!A6_(!UW:MY^-JYNIM[\H\\U&2?-WCEDI+;%Z/UJV M72?IQI594(IG#LG3YZ9JFHN1DT6$"&`!RPS=E1@5U_\`B^]@TFFU^HOMG<86 ME2OP;"(3GG]98C)2*[1)4B\G(N9_D^VS3U9XHBI,A^.?VR^KSB,0L'C5BIQ5Z@]0LL?H+7_JT_W*P:OFA8ASQ^NDNPBADQ%14_G/1R%X_&X[)N=7:Q\+O+@'5TFHO#A(LZYQKK6PM4 MV\2H^5=G0G5=350CL]E4,V%VC^CM4B)IF3`5/:2=M%Q9!RXF!46T`4[%1(%/59 MP8'0'3]OVYE3^<]'`S7XRODA-`*Q4-O7QWJ.$6$PM'O7'/>O(Z7_`(D=L(5I M'.)"P)/R7-(>3KB\MX MPY"$FXB-BYA$FLM;Q+B2(W8(,G97;EIX]5')U7"8K`=P50BZBZ@K^I3&,058 M39=TX\+"_*+^/+UU5="'Z0VAM/0,37M8S5!KMLJ.GXUI:+]<4=H[-UKJ"%"N MC#Z%Y:JTB]@3V)%5G%RBZ+(PE%,KIL8ZBYE2;)C'"O'1*!_'4UTQU%QMO'5L M=%V"+:ZY[1W%0_2W:XUIJ:VOG-+I&I*L^?V:BZCM-THT3-J/HA0BRC:4?*NQ M3!===990ZIY+=F4]V?7(V8#`8#`8#`I?NO36N>AM2[#T=MVN-K;K3:54EZ9< MJ^Y46;_?0LRU.V7,T?-5$7L7*,CB5PS>-U$W3)VDFNB622E'<:S81_Y$>B'2YY8= MZ`R6]E/WV5%BY\4K MH50"3FW9^K++D:,!@,!@,!@6X]5\T5#J_3TIJNT3-@ILLWF:_>M9[1I:[=G? M].;@"7\=:'M\@DTB*]L*0(B*\UK:45 M;V6'7,=1DC(1?Q/A%>4LI`CZ`(_7Z!Z_0!$?I_<`/41'"O,2NW'3GOOA?@#4 M([\YZYA0-V5YA-@2>Q^FKQ_DZH+5O%[>TZW-76:TPT:2TE:I!:;`S9@9N@O\ M3=918$@2,`:Q7,Q89./YT*+2]ET*::66C;#J==O%,L4>8QF,]5;9$,YZO3+(QRD.9K)Q+]%=,1 M`!]AP]0`2 M/;,XW;.3J`5RI[$VHB3X_[Z5N3'5?6'.UI6V=S1M*29N'T"PM"L>>*M6L]D,&)T9"S,0DQ7NXGE;NNH;WG'VD=L59]S1V;28Y-?9O*^R)6._B MHB2)`2=7W3=@1.C#[XTA(NRF&.M=?^=L!!*C()1[X%6:8B8G#FKGU9_S7>DO M_0'N+_V>6+!.2'5X^/N?[.+0OSMUD41VK^/M]DJH813=M_\`.CKH'7;@)2@5 M(COY4A`!'^D3,/KZCZ!6)^,>J_[S=^G[?ME_\`:CX'D$/M!>+F MN\_4_X]B[`[VE$9L]_Y-F=26*"J=6E9VF7O_`"F-XV_N*2RA))G32*&% MLL685!V)?0GR>X`+KFX8;<,V2_Q(=%^,JZ=L>+W36G>";;I;MRD;PCF6S>H) M+;4Y-5[84C"ZPV6RV.=U1)">7CVSNZ2Q4UF:8QZ!XY4133$OIZ'2U;,32F?E MZ:.9=3`8#`\R]K/R(YK#1<+([)T1>5:I'-O(DQ>O(6/K M&H*G6KOK!@V>2!EE8>_KR]G356$YG0(_N9J7&S/C5Z.^A%4E]%Z76143616U M-KE5)9(Y5$E4E*?#G3424()B*)G*("4P"("`^H9EUC)5G"L7'4BAM]]\<.

7H">JEX'OKH*.5UN&M]?:=7IQA@]:/0BW6K=4V_8&N:7\Y'@.FZ,1.2C1ZR M<(OOF`[LZ2:2S+RS09&C`8#`8#`8#`XJ=@8.TPLM6[-#15BKL]'/(B<@)V.9 MR\+-1,@@=J_BY:*D$7#&1CGS94R:R"R9TE4S"4Q1`1#`QE+>*'4.OSN7/'&[ MNF^"Q4=/I1M2N;-H)J:";2[YQ]ZJY;\R[<@]GZ(@V:KP3'6;P<'#%7]YP,;] M[URU9VZ8,+G;'C_CO'GJ"4V=9NEK!MZR=7^5[2/1&Q=H;26NO.S&H79+7&Y6 M@O5[]Q3",MK4\)R770;L5JPQ:&+)N&[4J2+=RY/B$NBD>68OP;D13\67*I&\ MPRGT@8[;]LS'O+4_:R)C;ZVF8[DKV^,HV^.53G$?D-.MF\V*ON^_3([^8H)S M6S]66+(T8#`8#`8#`8%,]O:7U%T!1)?5^\M943;NN9[X32](V/5H6X5E\JV, M*C-TK#SK-ZR!\Q6'Y&ZY2%6;J`!TS%,`#@F(G-CO+XR+AJA!)GQ9WWUYRO6V MKP58S5$S-4CJG24!'G,N*D)5:=TU5=A6^GP:1%Q*V81-D91S,"E^%N3VAEJS MMTF463RQ>#&T5+G7QY\-5_LKGME)0^V?(!OF0WKUM-)\Y4:QRNQIK2EE7I#` M\>.QFR]S$DDYJ>L]R5]_=]+6DETU>\7?P&NK,5&GV0&,:M)Q8H3Q%P.J@FI[US>I2 MAZ%!+5N20MD:,!@,!@,!@,!@8I/%G(,KXY\A6[7JX/;SL3R2=-TRSJNRKFG( M.`YRD8'G76M,D5G*29TV;-WTG:DEKI MS%1^QZU!OEFUQUU*S#99PSA;W3Y5O'V2IS!%&KALLV>M456[UHY:J`5PW63) M%K5=/A6@Z:MGS5RR>MT7;-X@LU=M7*1%V[ELX3,DNW<(J%,FLBLD<2G*8!*8 MHB`AZ8&,_P`1;=6I<9Q>AGKR0>2?)VZ>C^55@DS(J.VE=TKO*]5W5[056QSM M56Y=.FKIT?B]$RHG*4"E]OM"RS;E1DWR-&`P&`P&!&I\F:Z47L7RA??G!M[. M9?#_`+/-[_4WI0]:=U[TD+S8O4@'_P!S5YFP6.HG_OA0"""29Q$`&PYW9SX] M4E;(Z&`P&`P&`P&!;GT5R1S?UE!P<%T)J.K;'+4Y,DY29]Z1_"7S7TZ11!4) M[6^R:N]@]@ZZGA,V3`SV#DV#HY2@4QQ+],),1.:PB^>-[J:)I%PUMS=Y.M\U MG6MOJ%AI[C6?5=`HW8D/'1=BBWT*Y80VR[(OK_H1%BE%OSII#(W"772.!#_( M5]_?CZ+R][_2C5EO8J@VZ*I\(%@B M:PM,3ZS-9W9:_*()Q:+MV\-]O\OM$%2B)F>?>$QC(Z&`P-!T0ZC9RFF'N.=! M8A"^H![CF3,!0]1$`#U$<#R&9'EOQLU75-=V#J?O.S7COE6T'IVP>2[#J:QU MFJPMSOD7;ZI>XJK[%?5EBQL+"BSDH4@/DG*S=PFFC44K_T].O,NI@,!@>:/8#R$+QOW%#JV%)[, M5OQ7]'11[1*;]LW8:/@(;<\=$23=LA!Q9'NHGCCDR*?)D1>QG,^AX]XBFLWK:JV<)D<-% M5FJY$U4Q`#I'.F8`]2F$!`5#4%#J[-RWU?S)J^3=%*[?Z]U$UE'J MBT@8B![%9I25F%$D?O2-T!'7-?=A3`8#`8#`8&*3SBH?<^)_MEJ"(N1=:L8M M@;%BD9XSG[B\5-'[8L`Y6;MI\SCW^P&*JB:;SU^$YBE.)@L9LW?JH/X%JZK4 MM,]M5Q:MFIZL3Y#]L-CUDVC:]S3^C>NB^;5B,R:)J1HP&`P&`P&`P&`P,&'GWEW,'S+R_(MII6"^#R"5>_ M"C]V?QKZ%>/)@D^I*V;HN;2F0F+C9%I%I-=/;EE&;I]:MBP]>V);I-9J[(9S M+6"/8SDFN)W+]!)VHL0$YK;^K*ID:,!@,!@,!@,!@,"*%^4/QC9.]&/!'/U3 MVYHS2DTYN_1-W;W+H>YKT37JY:AKBKK#7@FV\5,JC/S"CXH-DOA]OQIJJ&,! M4Q`;#%VD+A_QE.6Y+C7BOH7GJ=ONI]IV*A=JWYO,[#TG/J6O7%D7F=&<[V9` M*]9%XZ*<2J,.WG`9+&.@G\;I!4@`(%]12MO.N?T2-LC1@,!@,!@,!@,#%#XP MR?P7?/)SHV0:-XND]=W';6V[G7M>:TU]`/[1=+K:Y)") MK]<@8Q(5GDA(OG)BIID*'H4A`]RBRIBIIE,HW9QNP3_[;/'1 M'M@>^CET])+$;R!55VTR95/&7Y+-.^3'1K_8]$B)[6^U-<39:!T7SY>D%8[8 M^BMJ,TE22M5LD:[;L7RL6N\9.0C)`[9O]XFW5(HBW=MW35O%B:LC#ERW9MUW M;M=%JT:HJN7+ERJ1!NV;H$,JLNNLJ8J:***91,8QA`I2@(B/IA6,;Q#OE+IR M"[WT9J[:->K.CNK.H:\E(I$+)'H&X>@]A3FJG;UP5=P9[]]JM*%7;G,("FS4 M11``*D4,LLVY59/\C1@,!@,!@1D?+_XPVSNN'V\+=/5B_IQ%VV4:ZILM2/9AQ6H/^*DG34B8(M$@:?; M>J8E$1]Y8I7K@]/W,NQ@,!@>?/Q-SG;?(70-\\?T38,36Y7:_C>W%4J!-[%F M^8;4WH;<_?\`KZZ.FDDTYGKB^\8-O(,63-.2JR60DHFLPK2O)LF>Q>F[ MCNY"-1_2F10;J,:K'';*^A@`2D`AI@W2[5=QS-PYH3E>4M5SI+"XWGX-]7YBQ7.X80\[LJYO)"68U6-64$S2"BPCH%F;]Y!DF;U$8L1$ M=UW^%,!@,!@,!@,#$UYRGSUGXMNGV\?#HV%Q8#:1I1H):KI7<)AI?NB]1TF1 MC$J8YG:PTMSM['V!5-",7DF#=^L8J"KA),YCEL9LW_JH+X!ZNXI6C^V*H[HO M^3-U!>13<+)Q0@U#4]"$K"PZ5YS7/'I:?HM]VA3Z*@<5OF3;1]@E6ZQ%0<`L M!EC)D2EF4]V=_(V8#`8#`8#`8#`8&#KSR.V;'07(+R1<2#6/;>1;FA9\XB;; MN>ARB;0D5LP5_L+GSK'RN]*TZ.GZE*ZJS=65*(^A?:D94Y;#%^7E7;PJK&=> M-;GY\$HXF6TG-]`2L;(.Y:\SSE:'E.EMQ2$,5>>VC&Q&SIM9&*<(D,\LC9"P M.3%%21(#LRP8G-;?U93\C1@,!@,!@,!@,!@1./RD^/Y?N.,X$T/"[JY^T"[< M[`Z`N)]A],7T^N=9)(5C7M5$T(:P)Q4RHI8I=20(#-L"(`H5-4XF*5,?6PQ> MN%_&!Y\?>ZU[CVI%+[(TG8U;?JNUC(:=Y^GB/J795V$8I M+QK=.6!N=04$_:Y15)Z#[/44K;DDA9&C`8#`8#`8#`8&%CN^=LOCMW\_\J-: MKD]=N=)K4\-J'R%ZVI3$K^YLJ?0I.9E](=34^']@?Q+,:A=VB5K]A8?.U%:M M32;P5`)$CZ5F<,6.[4'-O8?GQME*Z<\BL'.\U^+V)EX^\\[^.=G(2D=;^BT& MBBSRI[5ZGG6)X624KK@?MGT=$@!4G2/M,V1:H&,^E1%9[)4%>KL!48&%JM5A M(FM5FN1;"#KU>@8YI$0D'"Q;9)E&1,1%,$6[&.C8]FB1)%!$A$TDR@4H```& M1I&]\BQE3],=T^YLNFDEKCP))$<'!,47)C^4_9BIOA,FHWR/>,3>=9WNKY3_%1:6^J^Y*=`@;;^B0:(-M/]YU*( M<).5Z1LZ.2E(2/;[`<1'W"+.67!4[M=0=,;\:W'6?49)6KZX(*+ M91]*2)WSHC,8=^V3%:X)%U+I]:UY3JG0*9$-:_3Z-6H*GU2!8E$C&$K59BVL M+!1#,AA,8C6-BV22*8"(B!"!D:=EP&`P&`P&!&!\P$JG#7SRA/%")'*MXJ>* M(@"K/6C`@*3_`&[T9!)'!=\JBBHJFK(E,F@416='`$42F5.0HV'._GV2?LCH M8#`8#`8#`8#`8$4_R?-UU]R>1!1%%14C;;7X[KEV^1IQ-V27M7*S_&7K?57)&V MZAW)%=>:X6V;U)9MU3-@I=]18/[HK=56VJUIM]#PSVU(N&OL%)N0&RB)A*8/ M4142EM,*9\WJB9EW,!@,"&/^-[.O9#IQY%/&<2T"(X4G2LS,)#E^2?/&*O64 MFDV>2YM#0K'9D6H<&P@DQV@[>VI(05.F"22JOR:ERLS\)G&9=3`8'1=B;1UG MJ&O?Q=MC8E%U?5/OFL7_`!/L2W0%*KWZF^!464=^M660C(W[YX"!Q21^7Y%/ M8;V@/H.#)1!/NKB)4?1+L?E90?8*OHGT+J0X_&41*93]VWC^X4P>@C^P!PE8 MUAUF3\COCUA5Q;2_=G'48X`J9Q1?=,:8;*`54!,D82K70H@"A2B)?[H!BANC M6%S&N=FZXW#3H?8FI+_2MH4"PD.(]X>)LEABB`%=WP&`P,1'GY%7C5X1=0I'9%BD,W.(%4`H_3%$W1K#DP[NX?$A%0[*Y3%-0?: MFH'0^HA()YQY1DVKN28N&7D(YS62=P]FWC3)1$P06T"C]A:^9X6Q[_@'"I3" M0'%28.I<`,)2$^(RHA89ORCNN!\*;]64\:'.TBX?O)5T]E-].7DL^F+_`&%S M+/5>DMP'>RII_:S2/V?-IR3H3KIN[$V;3CE-0JCY%%R95(BJ=-PK:R[>V;KW55=>R"40SG]D72MT:%=RJZ*[E&,;2MGDHMBO(+-VJJ MA42J"H8B9C`7T*(@*TS47-W9Q"0B:A^R.52IJ@)DCFZ&U&4B@%_OA3,-O`IP M+_+Z>OIA*QJU2]R\3G:K/B=A'E&*Y?<@\CI./6<,G MS18OU(HD/GGESO[GOF5.5M_1]Z)M;IF_-: M#K5-Q3J=KADC40?J).'3NQV/^*!49D(3XP!FH!A`YTBFL,7:?1<3^+WHDO,G M#G1.A";0UANHFLN[=N01-J:7GPM.K;J5QJ'G^9"4I=@!)$).+2"4^V.<"A[7 M""A/K[?44K9S[I).1HP&`P&`P+,-_P#D&Y-YAV-&ZCW#L2Q1FRY2E-=C(4RE M:A)F(S446 M\Q'`;8ZB;G8NXVZJ3%23517XU[4173C$2F,M)'14YZ*J2/2*0PF7$/B*`#ZF M^@Y:)NA\)>8_QZK+)(([Q(C;&MQGYFE2DDA#6"%5C MK+"I,U)NKV.KW*%@;)!R[-K)MU%&C]D@J*#E)3VBFH0QHL3$XPN*``*`%*`` M`````!Z``!]```#Z``!A7[@1O/(RX8?Y>NXFGQO?U?\`@_P*N_E^8?TP8G^U M#V"7F;\8ZR8*H]:TI5(4BK@HG6=D')\)P*)%?<6E"7 MXS`F_,AXWM^;4I6E-7]'%E= ME[%EG$!2:]8=2;UUZC8YYO&2$P,$PL&Q=8U2LC-.(^*<';M#O".'0I&(B0Y_ M0HJ21=;,TB<63C(T8$7GS"KH([)\CZ3B$96,LIXX/'57THB2F/X?8+O+-Y$M MW5Y@N[FQ41+&(1[V338U6A:[JEAO%UL\F*H1U=J=4B7<[8IM\*":R_P!I%1#!9=3V$.<2$'VE$?0! M#&O$>;+QJSC=T_8;XMQ8>.8K2TO8I'F;JZ&JT!#-A]'<[9;7,:/85RM0#(1_ MIWS]TV:(?_M%"Y:2SOM;XGFG\8OWL_'N>J8&)>5A^XCIM"P:]W%7!:+M$@7< M+)FGM=QJ;V-32'W?>-Q5:"`#Z*#Z#Z*2;K51M7^5#Q][GV)3M3ZTZ>HMFV%L M&34AJ362,+;%.K/+IQ3^;_3(AU.5R,CG3]2)BW#A-(%O>JFB82`;TQ22+K9F MD9L@61HP&`P&!%5\HQ'A=J^0%90Y_P!,-N_\>I-J0S@ID22"7:-H/)*%:_() MD%#M%F@'5$A05*4I0,;XQ`M9YRE59&C`8&BY$P-W`D,4A@05$IS?0I#`F;T, M8?0WH4H_4?H.!X^HZ>\9<;KF`VAI[M3;5E[N!&;D+]SW<-+RT7JT+/8ZO=4] MCM*9M-I64(U1KK\Y7#HJSQ44'Z)DRHB<_J4=>CA-*5_U1>_XK=R^-*S]=>+3 M66HN/]LZW[OJ/5NK66RNDI3;3ZPZZV>U9*VIUL*46U^K8#1T+*3SMV1"/3;1 M:)&C1J015]YC@9*VS%(IF]3',NQ@,!@0Z_QUI*.>=#Q;-BYD'"\;P58$99-R M')1X]I)J]6N%1;12O/7NW`@4&`H'<(;=.:U@NH*K8"-E3E#4N5F?6B8IF74P M&!BC\G\/1I^Y^,>'V5%U*:I#[R+UQ.>BKTRAI*J/4")MBC6)I7 MC17;A;A/=^L/-7;;_P!&["TJG5];:\V@\WZZI47):YT!MB8V;]J]Y\U+1:5? MRURIV5CIVFV\KY5I6JT$=5'#5`K^PS$S(N/CG)8C\DA7Q0DJZ7..TVU._AM6 MOM>X^_V["0JBM:/#2R).P]R&1D$&]2CXZ$C_`'MSD3!!,IQ(1,HB.L'C"Z=A96!FK2QD4=/MCUR`KJ%PDII8V_=5BSCOX.=3 M%?;W"/Q)WS4LFS%5L*I/E]?UJTU'2/.*J4<;3B=LO*5"*4%/>5H26>D.4X+%,0%0232EF4]V M=_(V8#`VC\ZB;%XHB*95B-'!TA5,J1(%"HG,05#($47*F!@#U$A3'`/V`(_3 M`\WG<3M>8YXX"Y?94?9R4K?N5M1V?3UFY)H\.+&[[XV+/;P?[1ON[-JQ[&I7 M.8N>MU8""B:O2K!,5ZMJ/IM>QV5XO'-`9'TX\HBUPK^PJQ1^K MM6:/T5K+>%%V+5;3.:JA=*<\5"F/^CMI:IW/6-`7Z$K^\NK9=&3Q+JKY2IBC$EZRR@-E0 MG.*$#S0PTS4[C]^"^PT$4HQHO,-(ZS.%9N,0F"(/`37*<@18PF$R/(Z&`P,% M?GXDUX;G#E"4:RBT*X9^0SFY1*4;WC;VM'#4YX?9J/HWO^@*];=U5)PZ!442 M/*U&/I,AE`*5$R9E/2PQ?E'=AO3*S.<0B.HUN5YO\C.Y*;<^*)ADILOR7ZH@=J[S:5*ZSNKG M?+\IVG2IK4EY#7!-%2'/L%KVU:RL"6N&[2I6MM,JH_?#,,#B=0Z=8G/I5?9P M%XU-T(>8?;?^J*5K! MH]U_6;*HY:Q=&C9!&M-HXZ$K-R#]Z)4Y5J+<<4@+PGPL77?&KH2&A&C*/AV- MHZ13BHZ-9,HZ-C8XW4NZU&4=',H]!NS;,Y442D(``F0OKZC]<2MN3*ID: M,!@1/_RA^16W;[?@30KGH#0W,P.KOT'="[2Z2M7\%:O3"K4>CI'K2UB.DHB6 MRS19GY&+41`S@C18P?1(PA88N5V_%YT.KS#PUT1H-;96L-Q*:R[LVU"?Y3]+ M6$;9JNYD=Z@Y_G$Y6DV,S9F,K$D3E00,I\9?:X14)]?;ZBE;4DK(T8#`8#`8 M&+"+M=7J_F#WV>S66`KJ;OQR;6 MZ$I]YZ3TG6M72EKL,[L.TZXE=.W#7]A=(TS7&JBE9U]U$HOY-(@G^S&L<^K* MKX^QWU3_`#@;'A=XTZE[-MDY1NJ'ER[.A8?LU&1LM:3ONOK#J+7J%JV8[K7* M:6N8>GV-M'15;I,9+MH1Y".!,_%TLLJO.34?LS4^-\K4M\\H?V9DS)&\G6T3 MG,DK\Q1<*I_>IZ'!R8P&+Z_N#^[Z!Z>@)6WGW9/,C1@1L/(=6S--_ M]\VD3NE2RL!X"XHOJJ`L6WVODNV,J9L1%5VNX!VH*7RB9))!M[#>@@97U,-8 MG.?"2?D;,!@,#&=YFW"+3Q.^1)=Q&)3#\07CEC."$71/1I9-0Q5&IBK) M+-R'%5,_[Q2*$`QBF*`E%"79*`^2SI)CR]`>*_94H[VLVUXW[%J"5_CM55'8 M6Q[7-4T>0^CRHQ#VGZNBY*?ML;^NK,%W#4L>X2,=N5?XB_"!B5)FE$:SN7:V M_=J=J^1XLMSQM&H]UQ=M>[CD]C+[&T9>;]0=704#<'.J= M::":I'AH.?EJ37:I.."2#T'SELW9H&<9CI5)#Z=F'\YI7PH2"[^.;/GO;7$< MC8XP5IN0=.%7W/>UW!V;1W:9%Y:BJMI99-HC]`RQFS=^LL7'F!U;)=%<3H/7+DK MZ<6291HFPDY8,%K+F[L33_(&X-)W*R'V6GH4_"$AUAHS:#KJ&\,]EUZ[:>VF MO3],SCWD@;9LR\LM'V"=CRVRJP3]M$OT(I+[IXE&MT2N:SCC'9G3J>Q1?\'_ M`([=E=P,%1W=JZSY"1=4*)=7]I"U9.T+@E7B*3%.5> MNSF^!+W."I^U4L:Y0DI9&S`8#`8$7[R+61:`WOW/)A'*3[>I[^_'JM"\$\3( M>%417[.LC1=9P8J"ZJ/S_IQ"N#J%,D4J2/M#W>[UK$XS/A*!R-F`P-N[`!:. M0$P%`6ZP"80$0*`IF]3"!?4P@']P/K@>/K_D<\6$3J"L[#U)V1NZV=VO6UD6 MO//5FTI,P^K824DZU>FNRFT-L$E4;M7K>MLCG@J&]B>N?1PP MI_U1>GXFMV^.6;ZZ\9FIM?<4;#UWW77NM]8H7_JE_O>Q3E*O'Z3*6HMQ5#4\ MB\4@X1:X-7"2231NS0%BLD42+&$#@LDMIRS>I_F72\6LU4D.8G:\61MV#;%21P-M!D)L6-0;E<@;X-I^MS(JH?A-`S+J8#`HKOGG#074E(2UKT?IO6^\=?H3;"RMZ=M&H0MTKS>PQ: M+QM'3C>+G6CQJWE63:0<))KD*50J2ZA`'VG,`A:&AX<_%2U$@M?'KR.U,F)1 M3,VTA1D#)B0HD(9,4H@@D,0@^T!#T$"_0/IBLIMMT=LC?%5XS(IFDQ:>/_C@ M[=$RIDA?\Y:GEG!/F/\`(H4'DK57KSXQ/]0(*GM+_(`9:RFVW2%X.MM8:VTW M2X36^HJ!2]7:\K9':5=HNO:Q"TVH02;]^ZE'R-(\DWJSA4$42`H MNJ+\>_(;,Z:3M%,$]#Z],D0CYHX8.A(@K!G0*HHT=* M$]X%]Y0./M$!'UQ63;;I"JFC_'GPOS3>2;-Y^Y*T#IS8:<1*0"=UUYK*KUBS M)0LV=FI,QB4Q&1Z#U)I*GCT!<$*<`6^(ON]?3!$1&2\?"F`P,&7GQDTH+G#E M.?GMRQS MAZM(;=9QVVWPR"C85_FM3="RJ`I[I,A7HKAB5MR94,C1@,"A&_N7N<^JZS#T MSI32.L=YU2O3R=H@:_M&G0MRBX:QI,'L62;C<T=IL9,L=(KH?,G[3BDJ8H MCZ"(828B%8UVJUYJ^D7DN\;Q$-&HH M,F*3J4D5W"@)D`#K+'./U,(Y&HB(PA4/`8#`BD_D^<:O.ZDN!=%FWAI#FR$4 MNW0MM>[CZ'LB]3UBQEJ]1:5^D4I>9^U,R"R6QF\?.&*"CA)51.*<&3(J5-04 M[#%VBM_XP>BVG+W%O2_.2&U]8[L7U'W;M.#<;)T]/)6+7EJ3E--<^V)G*UB2 M3,)W$8="6^$#&#T^9!0H"(%]<2MO-)'R-&`P&`P&!:_O;B7CSJ"7;V'H[EW0 M>]+"RK8T]A8-KZHI-[GHVK#(N)?]!BYJQPTA)QD6$H[5<`D@JF4%E3F#ZF,( MDI$X\U$5O$CXO%UF;@WCYX]26CS/C-%&O/VLV1D1DA3,]#_<==0!0JQDBC[3 M>XI#%`2@`_7%9-MN5(<>GX?O%JBV39(\`\IHLTO3XFB6FJ:DU3]!,8/C;DC2 MHD_>,(_0`^HB/\N6LIMMT7;Z)YTT-S!2W&N>=M0Z]TI0WE@DK6\J6M:M$U*! M=V:819-I6?=1T.V;-W$O(-XUNFLX.!E3D03*(^A"@$:B(C)6?`8$:[R(3**. MZO(DWEUHIJI`5GP47%!4".4GC76M9\A6Q):VV&577(#88J#D$W2JJB(B5-%( M1-]2']*Q,XSX24+FX25:']"N&,C'N5$E"^H")3?00'ZX&.A/PJ>+Q)=@Z3Y'II'420B<4 M[+;=H?=Q2::*S9,D8Y_CGYX\A&SA1(`1,0`34.7^],8!M99V6Z.68>&WQCL7 M*[@W(&MY@CLZZK^-M3ZYW*!E%W)0*JYEZY;+1-0$NZ]2E,55TV54(H0IRF`Y M2F!63;;HJ-KSQ@>.W4MZJVS]9\5\W478='EB3U.NE9U35(JQUF:307;)RL)* MM8\CJ.D$V[I0A54C%.!3F`!]!'(M(A?;A3`C)^6UFT+NKN4)^/8/("5\?_CJ MEY%M+-4'T:\I5`\E>PI#:4BX;+`HF9I5:U/(N7'N#Y"E6(9,IS!Z!8<[N?;X MI-F1T<#:JM6[S6+'2KE!1-IJ%O@I>KVJLSS!M*0=BKD^P<14W!S,8\35:2,5 M+1KM5!P@J4R:J2ABF`0$0P,=B?AD\32)@.CXZ..TC@4Q`.GH;7Y#^PY!3.7W M%A0-[3IF$I@_8)1$!^@X2D:.1;^'SQ9-!,+3Q_\U79NM.*>;*/L&C2R,]3;E M6]35*,L-7FVZ*S=O+04FWC2N8R1;H.#E362$IR`8?:(9%I$9+[L*8#`8#`C& M>0)%&&Z9[EF[)#N)&L1FQ_QZ-C3K1)@$L5[1*_W?L:$FG98T`.64.WED1)]B M`'=*^WWD2,7T-EAB1LP&!H.B'4;.$TP]QSH+$(`B`>IS)F*4/4?0`] M1'`\>I_K#Q?U[7=1?ZFWEU1.^19_-2U6O^DKI0ZO'Z&A[O8(N[UK8$17KK'P M"+]XVCI5V1**64DU"*B<#*B(";X]>CA-(C_KCJO3XPW/P#;>_>*M)4/@NV5' MMF)\D>I_XI[!4Z7N,U6[.Y@>H4YN]2W^0J0:(U2.3GJFR7:HMDE@!BB)U M``#EC&:<\/@]+;D;H0W4^A:QN\U)D==A9K+M6"2J4N\.^DF+?6^V[SK%L^=K MJ1T41%O"%L;.5= M5SD?NE%S!,]AG:H;Y#B2=*J0+TT;-AWCQB6*D" M.-Q-%&3Y3<$8FW>G#/>R*Z1S^J9JBLE/^_T^T.4_U"PQ?EY5/\*A2J>/ MVCR?ZR]L"\[NOKJ:>3#R5V]+ED'KSK+=)7+MFOOUV]W0@RB+@RAA2MF3*YD:,!@,!@,!@,!@,"*E^4?SE5>NZ3P1SO;>BM2!;!8E),$8I04U"%."Q!42%4I5;#-SO' MXN7.S+E#F3L?04=N74W03.A]H.BI;?T9/)6C5%P-8.;^>K.JI3[`BGH"4LY\\4G7(V8#`8#`8#`8#`8#`8$9+RB?\IGE:_P#[ M&?%E_P#YL]'Y8<[N?:$FW(Z&`P&`P&`P&`P&!&0\P;B?=;6\@#;XFPU>%\/N MJ%#+MGWRN2SUC[0NH)HS$<"O^Y"'CZR8T>J*?]-Z.P`P_&)2V'._GV2;\CH8 M#`8#`8#`8#`8$:WR4M)(=V>0)^";G]?@S9&6`X_9_JW]IOM-P"0I>_P!H MN_LA`?=[?7V?3U_DRPQ.<^/5)2R-F`P**=(;A'GW0.X]X%K*MT5U1KFV7MO4 M499&`4L[NN0[J2:0(3KAE)(PI95T@1`SLS9P#JQMKUWG&8C/GX7Z<,]3\'V'N7C+G;77CX0UUVW">1/43.P=QI[J MMLXOBW46C7++7J4_KMC>/3';Q*KZ*D5""V9.2BA+IF,E!>>N]K1N+O M[Q\J73R(=(+=([NZSVM'=9^/"&CK;KK1O)]68:,V]+:^YWEZC(:PAGENF:== MX>(C)2??S#I"R+IK2;9NBA[')!7&-4U#(VAB>`VTHS_=U.@S[%C[2K2^$NJV M#*M,MN:/V0XK#26[7U8_$)2D:PUY2MC:+<2A4R.$X;8$A8IYZ0WR%<(BBY*I MJ7*RM?"9WF74P&`P&`P&`P&`P,4/G*(53Q-=NI'*!R*:H:IG(9"(=%.12ZU0 MAB&:V!1&O.BG*/H*4@UHV!6HW-FO3LFSKGWFMV#DEQ%I5WK6;6.(`V4`_[;#-V7E5[PJ%$GCPUB06#J M*%/;'6:7Z6_9;,C'T:"76V[TRQ[V,W2X=[@C7;,I/C4;VA56>0.44WISKE.8 M4YEGZLK&1HP&`P&`P&`P&`P(IGY0G)E1[$B?'_K#9'2FG>1-<&VQO-Y/[YWE M*P\?1H&5:ZE;RU>K(M96RU49.8MQX9PDV33=$]GPG,;W"!"'L,7]-" MP?+W,G8V@ZKO?6O2M2H':TF:N;HT[)I2NL[M'6CG3GRU%?5=RWD)5L'V8S'V MCPB;A8J;ULJ3WF]OKB2SGSQ2;4(7\:E M,L@XL\4HNXA:4_1$9-M_GQ=%_,P5F?>G^E)NT_4@N/<'P@;W^H>F6&+N?:/6 M4E;(V8#`8#`8#`8#`8$9#R[Q#,-J^2&<$#C(#X@.>8Q,Q$W#=(K,W9NZW*P. M3F3.UE%3K))_$)3D.S*50!*<'`"2PYW\^R3?D=#`8#`8#`8#`8#`CE^2>51# M8?D&@O>W^Y-1O!G,@F*Q_NO@_M(MH,/>#;X!3%M\A/3Y/E]WO_=]GI^]EAB[ MGX]4C3(VB!]U^5?R'\H]*=QUW7D+);GT'#]K\3:.TO)4=+5S[8&GM@66D\Z; M4V;H"VQ5CBD&;'7G3="L:Z(TET]L[H+DO6E,U75M5<_6*K06MI/6.J8:(0I:&Z(.8I0 M66>0>.+-,#-3"U=,X6:M2&50$L3->C.=Y)TUE.".MB-WXQBO^0V\F!X"3=82 MD)%*'50^-T4R(@\2*9'U$/<7Y/4O[P!DC-;LI>8"[KWBB:O8.RT38G8;_P`C M:N['H6/6D[7*4GRZVN;C".MN(-A=M<2MDN5C M<.:.XJR!DG>PX*/&'=)*2*J+)-P9=$1.BW*5U:B?\]DIKQU\^^1[8')>MMA: M@\H%0UUJ^ZVS=-SIM!D^!M=7-S"P-CWULN<08R%GD-M0$O)JO!>&55,=!!5( M5A3`PB0%!F#41-,UT6X>8O)97]7;NNJOD-Y]F[$IJ*^MG\LKX[(>`L,K7XJ" MM,S$U)6V0G3A95I"Q#F4<@R,*;E1H9>$>,[ M-%>2O5%,6L?,7/5I9.E>":YL"Y,XV1U+7'$-&6&\VK?Z1;C-LH.02;/)=2*9 MN7RR9UO8E\IR"P(BZ8K7W._]$:I\KF@=`;OW<'E3J]R=:GU#=K]&U@GC]T[" M(S<]4Z\\FF[20DAV?(J-X1\LS%-4B28.$DS^XJIC%]IV"SNB*U0F.$_,/V_H MWHBYP<56>8;)LSG74^U.;*Q>I+G#,7#EM'QHS#J4AK==Q]W70_ M(J\MC$([]>U3S5!N9%9XR20G^'>_(B+;NDUH*!;NY.:3N;U9G$&LKR7='.BS MB*BKA-3B?NYG+/F M?WED=_6.)L5T$=)MZK#,E`;$6=%7G9II%D5^-&2D6$I"[KNCF6?Y)7DSCZ\S M5EM1P+"R=2=SETXED[24-T\?=NY+\F#R(QT4\F1TYR,HP9IOE%7BVB>WV,>V*G8"5Q@M*/ MWW<3ZU:C69%(PQDE65DED8IPHFDUD)) MK:0F^Z7'N_R0/+*D@465"Y*?N/OVT:N8>+^[F,<@JY3KK,)0'#N_%D7= M93GI60$[M!FHZ3A(95^=H5=XPCEU(-UW3CR[L3\DGR8M&2A7&H>8)-5)G')( M2"7*G;[)9XZL$V\48/W$"E=9%6.+6J)'J2,ZU3<.C-)5TPAFZCQXN[/'2B[I MZ<>6QAOR:O)*_-(E<:`YK0<(+HJDBEN;.WD9)LU<5=_/(-5A3L*\>#IQ($CX MI(Z[ALB>5?//4Y(R)/*.U#?/'W:]@_)S\@M3B71A'*.G^W5 M8URX0M,=5&XIO'CJ.R[*/"T3?*VKJCSH=S]I MZ7V5SK;:?S(33>SZ\RK^Q7>M>6NNM@3L8RBY$EWF:^SD7%Y5J$A*-0*JX4?/(B,3]SY\]2B91=T]'"Q_P"3#Y*'4>R>/^=N8H5T\551_29# M1?8R3\BC:*,X4;)**6E%@[D)*PO&43&(D6]7ABR4@L9K$QQ'SY0W3Q]VTD?R M>N](ES*,Y2A<+Q"LS(Y)7B+N7P2LC'1BITEU9)2)M$WSTX\M!Q^1QY7VYW M+7^"N2W,BW:N?1%EQ;W$M'.YAM!QZX13*>7V@TBE6CNW32,6C(J'19&9Q\M* M',FV:QZ508?\D;R5RSJN-#Z3Y/B`EEWB+Q_.<_=N,(N*2*_&)BG MM@5+.N)*&;2)8V3EUB(-'[EE$)1J9TCR1P$D7+;1_+JC M<543O$W7._;[:3;,7"DM(`=O&MYU^,A*L*NP:'=M2*%3"?E4(ELNZ*VDY!C* M+OGC[OU]^2)Y*6!44U]+<:`\571CS>_5/8C*$0E%&\0R,FM:9:?C8%*(_C*> M2CDY!19-NM'1\I,%` B,HH;Y=#1_)Q\@]P4EGU)I_'ZL8Q=NXAI_"?-';^ MUX]99S.-V$/.2,]&V*JK1;!*`:24PX:*1X27VH1*)6H.Y1="+M$WS.CDD?R. M/*:1G'/'6M.3R_8N55Y:/#E+LQ:6G&"+0\Z^9LD(W:,A'QM:1JG;>JN>(*OUWGBZ:LLP7C99I58EU.)B@9>-9/K1)NF M;SKSB/2%7TI2:ER8TUM$V':5[B7>R-4]RJS57@-F[DMNS'S6>F;!;) M>SSJE6A;.]>.U'J[R6357AHARL[GI-RFR4J1=MBBL[C\G7NV.22<3=(X8@6P MQ)I)567UUU>P`[PD"TGPKL2H[N2#.;G9$+!#L8X$EBM'SM:2<@X3A(D\PZ4- M\\?=Q+3\EOR-VY8JU5KG#0LF*J3"0_A30G9>U4%))Y/(P#1R^?URZM/T"L@I M&S,B=R=)60-7V31X5B+J7CXXZAOGH[JQ_)%\CPL@>R&E>7FZ(*F$R/\`FY]I M+3ID"M9*RN1)!1]O?)?.QJ2;%H0@O`*^M[_]&;F,W9OY9M*+NGIQY;I3\COR M2IE>)%TSQ^[?M"IHD29:0[@",>R01,:=TU93$J^B4U8Y.W3[2(1D#)$;+MV4 MQ+#\<;'M5I2T3?/'W;)/\DCR3.)E2,0T9R@1@951)G89#0_;S",7(,B1BV>N MVWZHXF(QDJQ827'.OR9^^6'VBLEKKBZ M(1?J._LV,KJ'L)M:G"4+%25JMA$:H2U+/'#^HU1*/1=I)JG24M,G^CH+*I1\ MG*-%#?/1U5W^3AY%;",8AKRA,@8HSN6B;BP M)4:^QMDDX)]^]*HG(0L%(3")`;JQ*$DH;YZ4XZN[M?R2?(Z5..9&TWS"_=G1 M47=S#OF3N.$9'8C)O$&3U>/)8I5Q&RJU;@WLN\BRG<.&:CR'BTC.Y%^Z2C%# M=/3CRVIOR6O(R@519_HSEZ/;-(R+DGRSCGKMHWM4D&;Z3<0L8*=@%O+S\>DK M%1?P$532BW(9@R?*&^>G'EC$\B??5J\ MW#_C#G;HR_*>*26%A"&$%(ZFZ[6UQ#_S+[38)MSN/('X@(X7;YFP;+V+0 M_=E;BCN7:@B"2LO)7TK-NJ+1)94@'$"G!(?4Q"`90EIW3?.MOO<+!^9K>%O: M'B8COOPXA9TU8N:,ZI&FN\=I(HUT#N$92/>UIC/5YZT<.5SMOBD3OBE;B8R9 MV9C&(?)1=TZP[H;RS;_8*2KEYW5XM%HLKIPNQ6=0:(&.C`55%$D@N.PWC M=95-$Q`.KZI$]2B/IZ#]%#=.L.)F/,OLZO(MG%A\@/B0@&[U9TV9N)SG3O.' M0>.6*@I/F[5:1V`V3U8A!,9(WT.`#EIW3=.MOO<&3S?V4YR$#R4^&L M!.^2^:C<;X&K>M>0; MP934LHD_&09V)CV5KZ+8&8JH(&696!Y.V1&9]5SB4B)F[(RZ8_*D0?LXMF9]R]Y`F"+B0?J@@S9DACIJ`8`!3N;IUM=6<>9[8[2.:R[OR#^(MI$/GR\6REG7//>#>+>R; M515%U&,Y%;8)&;J1;+('(H@0YE4S$,!B@)1`+1-\ZQ[W!RWFZO3%BZ4:>1SP MQ+2A"/TF<;):A[@BR'DF(_&+.550OLK(PR8N!`AU#,ECE]#"5-02B7%.YOG6 MWWM?^V4Z(_6VI(_O;P'S=?\`M8>4<"_M'7E+F';-X0#/&20JN[9'Q;XBR:J9 M!4%RLF4"*K-B>_XL4[F^=;7.1_F5WTD+7]5[.\"SX")>CX(_>O4T6+E;[UPI M\C47-'F/LDOTXR27L/\`<#\Y#J^[VG*BFIW-\ZVNP_VQ^W)/_<%=O*D*I+S<-+4/MVK`-5:KR9'DC5Y*Q MV9HXLCXI8T2BBFQ(5,X+>IS?;^BJG_NBW36NPVO=NVW;S>Z0Z+W6I6[R0E MI2XN&:C-RF84$$4C)NO45B*UF9KG,,A\AYK[XFW=`MVMX/(`$/E^>1BMS=0; M8E8[[8J*SD4]>0M$I,M.F216)\Q4Y)H+1%4'!Q,0GL.IW7?.MKHCOSBWZTR\WG2SL4CE[J\!PIF.Q]Y%9'NMBH8KT5#)E*9[#D%(WM1,!S&( M(-Q$OR@7W%`RGF>E(XKL`56710:LG.I7RZR[9C[05$JA_>8AE`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`CX-)2!G91C+KPKQLV.D04D"$ M!"75IR]BI^D-!>55IKG2.QJE?O$^XV`^UU3Y29V9.\B;T=;"F&MAI-64F6[Z M^P72HOK!,3SI%121F@42))G]BHM"`()E8$;LXHZ%Y&XWRNL.(>DGFW=B^/B1 MU>EKMT6[QFN--]#Q-\=P#BR0X/2568MNZK'7&$PG$G,BBH\CW*(K>BHE+_>` MBB7;Z8THA`DA/#NI9(*4U3:^Y2^1P-I3_P#%M4L[37!>8/XW1L-O+LY2/D6D M2WN):^>'(Y5C"E>J*F7^(BQ!3,L4M8Z\_"Y+QA]U\W7_`+SX5YBK?CNT12MT M178]>0=]N(2DJ7?UK3B=EV2U2DG;(1>!1;IV&WQQ"Q\B91^L=%(RA">A!!,J M6K9B<,<.-4L;Q@\-[$VCP!SU=8?R(]Y:>3L;2XRS6D:JM7/;"@52,_RNW=3^ M&ZQ$6WG2X3*,<+$@H_*\D7KKW&,I\GN]H%DM6Q-,Y7)[I\/C:<_Q#QY;77D_\BL1$VOD[G*?AZ'5;7S-"52AM9?4=2DT:S6! M<4:E@YD;,!@,#\$`$!*(`)1`0$!`!`0']H M"'[!`?7`_"$(F7VD*4A0_84A0*4/7ZC]```^N!]8#`8'R8A#A[3D*U,A$R^OK[2%`H>H_M'T*`!ZC@?> M`P&`$`'Z"'J']P?K@?!$TTP$$R$3`1]1`A2E`1_9ZB!0`/7T#`^\!@?)B$.` M@/^R/\`=P(CGY6'&'1G=U=X#Y]Y2UJ7 M9VUGFR-^7).L!8ZA3FY*U5M=U@\[)N9VZS==K[8C4]Y<9<6]-:&Z,J!Z%MNF]L7-I:*B%IK-M:PRCW1F@+!'D M:2E0D)B!4([B)ULX,*#UP4QE?0?8OH.!^$112$13223$ M0]!$B92"(?M]!$H`(AZA@:N!IG224``433.`"(@!R%,`"/[1#W`/H(X'Q]JU M_JR'^!3_`)N$I#\^T:#^UJW'_K*?\W"OI-NW2-[DD$4S>GI[DTB$-Z#^T/4I M0'T'TP-;`_!`!_:`#Z"`AZAZ^@A^P?\`7#`TA;MS>[W((F]P@8WJD0?<8H"! M3&]2_42@(^@_R8'Q]FT_JK;_``"7\W`^R-VZ1O@_M#U*4 M!]!P/H44A*!123$H&$P%$A1*!A$1$P`(>@&$1'ZX*/@6K81$1;H"(_41%),1 M$?\`5'V_7!2'S]FT_JK;_`)?SOH8B2 M93!ZAZ#Z&*4!#U#`UA`!#T'Z@/T$!_8(8&D*"(B!A12$Q0$H&%,@B`#Z@(`( MAZ@`^X?]G`^#-&IA$QFS?:M?ZLA_@4_P";A*0_/M&O]6;_`.!3_FX5^?9L_P"J-O\``)?S<#04B8M9 M5LNM&QZJ[-0ZK-91FW.JT553,BHHV4,F)T%%$3"0PE$!$HB`_3`VAJS7#NF; MX]?A#/HXGLCWAHI@9TQ)[CF]C-P*`K-2>Y0P^A!*'J8?[HX')_:-?ZLW_P`" MG_-P/S[-H/[6K8?^L)?S+67]J)?F5 MCVBBOM;J**MR_(=$3^U!58YB!Z_NF,(AZ"(X$0;SD&C8S2'Y#30J+>.1< M)HY#II-FK9=Z\W[N,/@)Z&2!:0<*`)_:`"8_KZ^HB.5B1[U!VV*L)TS`8`Q&9=7;.*[W7W& M'?T=K'5T53/+5L:N0L32*DP:QDAQWR180;0C.JLV<9&M'9J3%NBJLA(CZN%S M.3*IIB42@<_R%8$1=JM)\B',WD)I'"/2\UM7R@!N6C1=);RUKI\EQ;I"@N;% M7V,_!JR=;1ME+FTG==9RJ"9B*O$V3IX@4PF2$#`7T12I,74S0%HG9O$LPY7OLAPBSGBR%=%B6H MHE:O'"CIX#M-)O?1B:4I_JGR7W^*GO/5FU.Q/&=R='<#\K:TV93>N]:2$EV% MKZM-8?>EY4K"0*=A;4I4$G**;OV$3;I``'*0A2)+9B<(S3`O% MOXZ]`;>X(YVV-;[MUFQL=LA[Q)R3.E=Q=>ZWJ;9PMM6]_P"YJ_0Z'NJNTVK1 MR)0`I&D:P:MR^GK[/>8YC29;MMBG/VRN!Z6\27/B&BM[SM=V]WDPF6>F-CN( M9B?R'=G2M?\`U1A0[2+,7\%/;S.G*8NVKPQFCHJ!$U2_$*A3JK-N'- MU[BWQ@\^W?BOBJQV38_9R$PXY4YU?/6]9[U[4IE>`5M/5E92)C:I$;F@(V!K MC1=\;[5@@Q9%:)II)%32(F"8)2V,(S4O\GOC:YSUKX]>PK[7[GUM(SE/T;<+ M'%,KCW9V-?*LM)0J*,DQ+/TJX[PFZG:(PKQJ0564DR=,UP#VJ)&#$9ET4MG/ MVRP^_BS\C[GYU[%W[MW:AJJ>O=>\M/\`(=,0DJ MQ-.5I1)4B;@#@N0XB50QR*D(DM^'R3HLC9@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,!@,!@,!@,!@,!@11?RA^<>R^H8[@+6O"L/=Y3>:FR=^2C4]$V)' MZHET:W'ZRA'4^C_&\K:*5VO[]W@ MA,2Z)?(#0E=A0()FI&+))-%FW_HFPI@1,Q52 M+8I&,^UTKR!>-5_1_'QVG(P7=?DDO!*ORGT).,:/L'IQG=ZW94XO6=LF35JU MC8*$K8+%7I`J)FSE%>2^=9H84@6#Z"")Q+K<)QE<51?&W(7'6&O9VN^37R@0 MK*>HM1F(YU7^B-?JM!924'%/VAV36?T?+I)M3-#^U,IB>H)J?7]X"F*JL6X9 MRMJ[U\<]YH?%G0-A<>1?R,;=BZQ25;%*:\VIL?2%MI%OAXN;A)2=A[E&Q//U M:L\U6U(E@J*[1G+,7!T@.1%9,3CZDF*1G*!0Y[;YPMP=C0]LFY3;=TL4!_&C.4%W5W%>;0<;-[&EC(LW9P=KMTOE.!$_:8@)6G- MB;HIMYKRN&.W.?IOM'C/CB$\=7/U7WY7O)OI1F3N:I+JM-T2\)5NL5[)9_X@ MBB5\B^&'9F@H^P]*PG) MKW=RN\^CG-V?W';4%1MA,[5+=1[H6@&DTUCK_`2\;)N(XB";(BA$EG39L@($ M'XTP),5B+)C&E5QNXN!/"U!ZDV=_#L!H=K86FKMAOZXQ:],6U5T+N*JL@JFH MPBC;A4*Z*S`!5E=MJBG$7`OAEM'$/&$[M2M:'>WRU=4NMI:[$"D6`*:\K32RNX^XJ76EQ#!H MA"+KIN$E5A6;MWXN6L>G=.&ZAQ5V1: MJZZWHK/P'+_0=EA"R/=O8UD8HRL-J&TOH])6OSO0LG!S,:#MD0RC%ZU=,W13 M'36242.8@L5F+:?54WG7Q;\O2FFM.6)KMWN2.F[9I?4DD_0C/(SVA%F7;IT" M$&/31B(O>C:.8L6+53V((-$$6C=+T(B0B92E`L1'$N@=X^.;16K>-ND-A1FU MNZI:2J6K+#-Q\;/]X]D[!K[Y^Q(DNR;6&D630X?QR M::5O2N^1"D'7[A@SR([GL,1K_=LO:[/^OP\A$/HUU8KU%1J\>Y>D=ID106`R M2)%B)+)NI$_YYX)6G*.^_"'`:`8Z]ZAOWCN4VXVV)OE':$#O)MH>3NC6>5Z* MV[93QUW"W1KA\1Y&N3G433?F%5$?C$1]YRF/,6HVIJH6W(78TO$K3 M@V\U@2="_P#O1%V=T54RGJ?W#C%(VTBM,E3.N>D/!@;C;HND:8OOC.6MK[2. MR(;7%0H9^?8Z3<6^5KTFG6V53CJ[&BZ+.KV-TD=FFT2!8[P2B00./N!B3-E* M11BZ_&;ZSW)O_OGI_26RVU'/4.-]![+U+J9W4J=&U9^V@9WJI&6FBV1T1T]E M9V1F'T0B8JAE/B139E*8!5,*BB2W/CHG!Y&S`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`8#`8#`B-?E7Z+ZGZ-C/'EJSC*NWJT;]DMG]!2\#$Z MXM;6DVQ2NPFK8-U:UFEC>6&K(-6B4:8/G3%ZF*Y!]@%.(@4;#%VD9JQ_BPZJ MZ0TARQV#JOKB+NL+T'4.T7S.^Q6P[0E<[>P!WSES[)UEO*61"J*?`_BZ0-'OF)C$51+VCT,X,LX MD6ZI'H,3&_<,W)Z?7]\#`;+#G=G/CU5WY+K?X\DMR9RY-;8;>(5QLMGS1SVP MV'(W-]R,EU&0I*T05X^6G M?U4&ZD>=H0ZYE_8*7[XE'&-28LVS,4R5*TWQ#^/S.:]U58U=:^/\;9*Z[HI5 M'I;]28^P_/`B][/.,E#*+BG]HHH90@C\9O4WKZJRNVS-3_P`AW"GB MDUMQ1T;=]*ZGYO@-IUJA!(TN6J-N:.+(QG6]A@S,5(MLC:W2CAT#@"@5/XS@ MB2U1O\`-_E!8,UVSUK^JBB'S`!A41)\(WJQ,Q3;SA>OXZ^X^8+; MY!.,^2J_XW]%T;?]>[CA8V:[FB;,JXVY;7=1VC;):WB);HS.C-H14C(3[VGV*%C&KA>7U.T-]ZH)5FQ M/F.`E*50GJ!2G`%))OMU4Y\>?E)\6%;XAY&JS[;%34NU(YFYVI^QDH/0NV[& MXBM@5'3=1A)R,F9FMZGE&+J9B7B:R0G!PJ(E,)B&,0X&%,26W6TAR7?GDT\: MNT^)^K-;UO9+F5L=OTI>*W7HQOHW=]--)V65A#DK39&TV#4,?!1R"DZJV*HX M6<)H)B`E.H00$2J23=;2B/\`?B0GD5/*%Y2#S"35"7&J6099!BJHNR;R9^CI M4[U%HNJFDJLU3<"8$S&*4QB``B`#],26Y\:0]!S(V8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8$3C\I'778>U&OCSIW!(;A-U`[VAT"] MJQ='W537MX_@YAJ>+4OOVUJ;6.K.FC08TZ)5T0>$(Y1,._P`7KP\>JNZ*R77+ MVYT0F)U4FZZ!@4.B'L%0AB*@3Z`8,K$XS,=O5=/RWV1X+B\=\BPV[=E<#.[? M2.9-'5V?0V+5=92E_`1>."NV8?2]U\9,QM5]RWT#'Z^BZI$:(B+R[OW^2^P!6F]0*PBX MFR&M83KAL,>#$Y79GH%!$?D+Z`Q29LI.2OFJ;M^.4\U/J0]XL/A\L-M;:KUT MQFYBVQ?(JEF=OV=0B$7!YLLPV<2K64^A[G87VS;>I3 MGUT>S7-D: MM?42E.H*9TDP6W5FFB6WXN/)#SWJ+AG0NK[32.LEYZHLMGQTPZH/#78^QZ.R MD6>ZM@MU8*'OM,TO9JW:C1WO^(7;%Z]04,B?WK?,!R!&XF(A<]T9Y;^0(WGW M>3^?A^N*M#-]1;$_4;);>`NWJS6(5!>IRS4KZ?LDWH!E#0,6FLX*"KMXNBU0 M*;WJJ$(!C`69CK[)4;\=/E;Y-8<"<5PC.(ZNLYJIRSHBC2DU1>$NT+U4G%DH M>LZU3+6V@[E4=$3%6LK2+LL$[:B[CW;EHJ=$PIJG+Z"*4MF*<_9+A?)7Y,N< M=D<%=@:]@J1ULVE[3S[>XN(DKUPCVM1**66DX]=A'M9^[6'2E=@ZJW!V9,RC MZ1>,HUL4Y3KN"I@?T1F73&V=*XBC=NRW0KS:'0+Z`9Z.L,M5MB&KC?XBD'V%``2MO/7Z)+>1HP&`P&`P&`P&`P M&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P(E'G5AW,Q4/-&S3:F71D>`O% MA$%$_L3;J.G?4WB"L\; M=H::8R'%?8LI%N7@\9+N& MBY/8JBH=,Q#BI*Q=;2GP4)\GGE0\94KP5V3KUOL%>L[!V;RUORJZ\:7CECHC M6G\1W"?UU8(:`C8ZPW_256A"2,C8)%NW0%1XE[W2R9`-[S%]5)2;K:3'.BZ+ M6'EO\184#5[%7H/5#EVZUW47!'C746P!B?:C7F)#`I)(:Z=Q,8KZHB!&RSH% M2AZ%`!^GJI+476T67^2+L_Q&[-XNZ6KFF+5SM,;TN='7B]>G@M-+1EPE+[-V M&)2ABQ4\ZUVP51FW\RY)\:IG)#&6/ZB;U'UQ$2S==;3J@^+=A\J7JJU/G:B> M.K5VJ.K*U/6-M9^Y(K<YSHWC;I.M.IX7JO6A+#VQ'[9E9:PVM& MN66V2LXJIKA&IQ$,SEC"BX=E.04VJGH<@>OIBBS-8I272/'QW"OR_P`#<9Z* M8^.?RCWA?67,FFZY*S=3Y.C&L3+6%M3(0;"^C@M.SJP\,VDIAPY>)'41)[D3 M?O>BH_'BANPREQ'DA\DMAV-X^.PJLCX[O)'K3^)-*VZH*73;G.VMH2CU(EIB M'D<%LM#E7<%B6;UB"]14>NT&#Y1B'L5%$?W1Q$)==A.$L97XQM9XRK_7>TEN M7-X;HW#LR1XQ:#UC$;5AE8Z`U7MU#>S!9.DZO>+56LA(51)5[)>OPGDFWN2( MJ1S[ESID2EGP^2;MD=#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`B4?E2T+LK84/X^H?@^/WB\Z#3VAOU>(4Y[F;#6]C(5L-70W\4$9S ME9DX>1;1SB+`P.D0<%*X1*8!*<`$`L,7URC-<+^+U5>DJ9Q7T;7^Q`W"ETXQ M[5O*>U&N]9VR6#8S=4VC>?5JH:;?V:1E'JQEJ@JR%(X+'][<$P]1`I0!)9EU M24LC9@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@12_.,# M-M4?,.V52786&4X%\9]JB9-TV^>+/2Z1VYO#Q/Y0JU6N'N0DPXG\D=H@(7F?GZ""ZT/D"V7FL3:3#6U3 M@QL-;&L3,E/3U<=K(BN@X;L#F4:""OL`N*+%V$9J)>6[M36'6GBV[.TXSY@\ M@E?L5TT#:Y>$;;%\?G4U;AX*RTD4+W`N;39G&KI"KUQE'RU7166?JN_M&:8? M*=9,I3'*H3=%.:ZW1/DTY@T5S3H"CL=!>02-I-'T[JFCUAZR\<78RT0YBX*A MPL=#FCE8W4^_)_S'N3B3H"C0 M%8[`@9FU49HT;JW'AGL37D;%$/9JZ=Z^F;G;-)Q50J+6'8"J[7D)%^U9-$6Y MU%%2@4/5$)==$Q,8H%,WU=P[=*A2.6:1XZ:3I_K.KV1_0[3W*PW;8)1]?)JN M,;S!V:4>:X-5&$2T<;->N$TE%1=JJ-A4]P&4$$P+>KG,X;>?=>5PKUQPT_[? MY$Y]9>.N,A>V$O)EK!A(]Y1^^;BB_F5$^Q49JA`-1,9<\-4PGQ\],=?4'F.ITK4WC6VON[7%?W7UM"Q^T8;H;E/ M7<-*P[+JW>)6BM3I=[VG%6M*,C7(!')(2#:*]B+;WI%%+X@-&HF:9+X(KLWN M"17*5;Q&=&QK(H1%4Q?E,YR+J44[UC9D'UH?PU? MW9*S\HUKSJE1]J"9U1*44)=,TG!%0_#\55)Y9.ST2+*?`KS-M$ MZB93J%16,ET=K$$E%$O4"G,0%#>T3!ZE]P^GIZCEEFS/V_!Z2V9=3`8#`8#` M8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`BT?E,T[KN\:*XGB>%V M.ZWW23/J>Q3-2_S>I.Q0VU64*TY_VNTMSZ#E*J^C9MDS+!2"B+TR2Q`.V7,F M;U*<0&PQ?68I&;MWXO9%<5/R0*%<':KCX\.-6A M%U'Y6K-L1;M3=YS.UBO%B1"9VPI`8%W!?1(H&]3`03@-AB_GV=F\;G;70%,X M8Y!I+;QB=J7VK5;E_2,3`;2H-DX^E*ML$K.D1C4T]764WT_6IQK79%FBBZ9K M/6S9RJFO[5&R!R"7$YEL_C&$Y+OIWR1;EA3&;/O$CY+7X'32]X0U9Y+L+R;`XQ MZF;Q5%;?>M0:LB*96$[%$+PYY^URL5O"?DXVN0X/?N'SANQ M>+(MDSG(BH)0(*(2Z[#*4`YUU3PK-0L?S57O'7'U3MYEO;]%>]]H]!W63E9B MQP^YWTM8K8MJYS")0[5[9H9%:-$I5S`V!3[@OJH`%"]7.9PV\UYO$G5O!KKL M[DWE1AX_ZY'=B5[RCZB:-N_*WM*9=OKQ^D=H(V.:EY37<_5(U:+;6.IB>'(U M(MZI(>Q41(8/B`L3RYUCU2V^"MS>3JL\WQD)H/ACG':^H6&[NMTJM?[WV[,: MKM]B:#U]O4\@[DJ`SYBOK.NG(_,LF@D$P]%1$A%#F3,:?'[J.D/ZHSL+F6OOEDIM,= MJ_J38LA&O(E*W*=7]%16X]-[5UY#RG+>Y>H^E7*#6WU*:K/R2KZB<&1&N6KTI7QP!%> MT,43J@"8N40'Y2J)-U8HPL?COW)E1?('LV1X.T!M/B)I-[O"1UW#O.BJWJVI;666D33L#INXVJ^4)BU^^7_1R1MFN=)U]//W@Q MGQ?=_)%HIE<>\$S')[39ETBO/-5C"F`P&`P&`P&`P&`P&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P(K_`.5"3K=QHKB!CPTMO5/I62ZLL;.F)PJQXUMFNH_33-\8M4S"H'M+]+#%^6&?&CM7XN+7L"/Y?ZT MCNZV6^F_2#?K?Y;6XZ4=65UM=Q#.>?M(&J*4R:Z.G%K!BVKA&_V7W(%2^T.F M"`B0!]J2RM)KQ[4G;(V8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8$9_SD(MG>I/*ZUDII%A&K^,KDQ!XX^-3WP#);K/H@CV35,R1?/C@ M#<3*D]J"AR_"/L(?(FJEB^W M=>TV;L-43UO7FS*S.J_-::90%P73R%< M$T:$39LP3%61-(WK;-81*P$52@!A]%"B(>XA?4/52$W7:>]C3ZE\\%(Z3YSZ M`YWUGR]MZ[[8V!4).@5N"YVV7H#KAV\<6#[=FNNW2YDVEL)9TI%,A=N7Z"8F M%!HA[OY.&[)1T-(0/B\A(;J^)V:_F"=HM-EV1SLJ:4@M MD6BZ76Q3&EW%8CDV]I=4)-5HA#$?N5`?I`0`,J"285BM8IIQDN"Y1Z[XNG=U M\@Z;TIXW6,'Y,6?D#U++Q75FS-SVFMUVS6YKUJ%L&&V!3X9A;#4YM,5E5.!D MS,HV25CS$45137.0H&+$UBG/SJG$\U<'>4RC:;A]4V[R!:NNB.TNV8%Y^E.IJ@=`]#S;'3$Y-0LDE+1\M*Z,TM%ZDU-*E M:O4$S$8OHEY'>B91.@\55VZS+9^/3PY2 MVURMIC1NK'/'W81M![AU?7*[%WCIRGJ=M:H+(;`WM)0EIL$G)W&,>HIHLE)5 MI$N%&[E51-`Y3F,%G)SMC\O"9GD=#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#` M8#`8#`8#`8#`8#`8#`BQ?E.#UT32'#2_"R.\UNFVW6%C6H@\WM;2[V\C&CSK MN!"XK5Y.F)+3Y&05==R5^=,/C!F>.)*8WL1ZU0*O'5A@J6 M\[_VGO-/];?I1::SER,(5(3G.";=(!*!)5N+9CG@^]N>$[5?1E(F:EU-UKW! MU:F^92#R,@MX;N8HZFB[S^A2$76;N.D]04[5&MI"1IL@_%_'IN6*Q4G)0,(F M,`&Q4V]9=EXT\,_(6A=3ZG-OS1^ENG.L("LHJ;>Z@!Z85Y([3K+A";)&\Z0?CAK M]6ZX8[DL+"3[T;;XL\Q-3$Y#;0L\_+6@VH)*"2J#1.Q0*`1JR0/#?9HG.X;F M%8B(!KJXUPV\UZ?#>^O&Y;^SN->0].PVZM*MA9IKIE_W(=, M2![#%'$EE9B:YI/61LP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P(QWE#>2;/;_DO_12L3RLARQX;8%@23*@:/,XLGD4W=7R%>BY6011; M",E^^J)@%$O[X>HE`!L,79SVCU2<,TC2/'82C]LQJ%M3F>\1WI;Y=K.VV" M9V^7NEO/HA>&)54(^XQB#IL6+^/X6::Y1(03)%*.N;A,_C3G365^_`^_/&98 M^^.*=)5;@JV5;N*`[XI:-C[!=[JLT_6+M9&.^968N,F\T\ZGVE9CB/XMJ#*+ M,DB/V)C_`#@D8Z8$5-1IS>GUF74P&`P($?XG_/&]=.]S];;)V9K>=IFN>A^? M)N_:8M,RW3*PV35F70Z#52>J[ILZ725CV:CX".2+%3<$,JB/M`IO4UESL^'R M3W,CH8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8$7?\H5 M?LR.TKQ5+*:$4? ME(44_C0*<_\`U,IBV&;NF?&C?_BW/NJGO,?8@]N!N`G4*?92Y-F([^9SD?N` M$T^AH.X0ML<-]22,R:HQLKL MJ26.V*Q(*;>.5,F""Y_7U#7.KA,_CMY]V5+3&[/%+`>2W5FE:+Q?MZH^12*\ ML,?`*=1QFSY1EJC[HO+':Y97]*'90E9F78P&`P(.OXZ4/K"-\DFU).F]C6O>-^F-`=D16T>9):O7B(KG' M;6K]L:[;T&EU*6L$DZJL_#6J+?.'Q4X5!NV9*@?U)_2AEESMS\)Q61T,!@,! M@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,",C^4;L'I_6O*G)E MCXOFMF1?3+?LJ+_RTY1,!O<*2VO/-+)R-F`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!&,\OQ#'WGV<4A#'-_9C< MAC[2%$QO:7R06`ZAO0H"/M*0HB8?V``"(_3+#G=G/:/5)SR.A@,!@>1&\WSX MSY*-BM,U+A>_5SOQKO<[&8["<[SM,E3)2R,-X2LG:)M/4+B;6@&Z$]42J1J: M!69$VRAP5(`&+[C:Q\.$[:?]^5X_+F^/&/=>^^9:K&\N[_'R-2?E!UY*V/K: M6VB+?6MML"W:!INR2;S33:W2%0K5Z`*)'``$YWHU%,O]8> MKU%=-3:DLFAN=^LJQ;]OZ\07:VOI$MB[$ MU5*P]NVN15J3[VU0/VCA-%U\ZP&0>"0I4B$*3+.3G;^WCY)W.1T,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"*Y^51L/J?6.A.'K5QA) M[4BNB&O6T\C27.E(.2L6ROMWG..YV5G+7XF&BIF61A)[Q\8U@:5S4%$XZ)*9LEC8ZM>V6 M0AUU[K26KIC]M]BT39NU4RMR&_=4S7HXS2G_`$NBXSV9XJW'7_'.OJIS5T,Q M\D[?R8Z;;V7?TEL0XZ+?N$NNEY2XR$?2?XV?D(5:F$1BVK?]%;^]RH9Q\B0I MC\KT6)C+_6'J]2W,NI@,!@>0*TE=),%F.D]C-&T"1$5/F:V' MI.K.UETW9`1222AS0Z27M^,!5^Y`0`H$$,LN=F=>,H>C+D=#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`BQ_E-;0ZHTSI7A+8W%3W8T? MTE`=;V,E!=:HJ!K[>BM97F_WY?94ETK?.GZM6KFGMFA%US=D837V@=7-:4 MO(UP(&JBW;NJ[.I%;C^G(`H@B53W*B<38DMK-9G-*-R-F`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!&<\O31DOMGMZ0)()F?1_C>XMCU MHLB:ASD0D_(I??7AQ#0[2\OGZ;-6@@9!GZPZ2@.2?(H"0`I9MRZX8'EIU!<8WF/B]_I%G6I>XXV:Z@AG;_<; MT'-=@(:7<0;V)2:I*E7EUFR+H"%<$1.F0UESLY=DU3(Z&`P&`P&`P&`P&`P& M`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&!%J_*1W+U/H#3?".U^+'USCND:W MUI9D*&[U_1&>R[81I-\W;FAK86-I;^MVYI+IJ55Z[*N)X]?X$1,J'L$@'+88 MOKRS=Z_&,W7UIT+S-UEM7M]]=I'HZ;ZX%A;7>Q-?L=7VL\+!\]:*C*>5]3(Z MKTYI'-TZ\BB""A8](7"7HH)CB(F%/0LK3\LZI+>1LP&`P&`P&`P&`P&`P&`P M&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P(W_EN3>N+3W\Y^YCQCXS@G@5E]HV?- M5Y`'48FA0>L"`E'F!L))#XEBF4$Z)C%(P+(SKH;0DH?]!F*VFLE'D"M-BH"*2@B0R9E5=.&&7.BL MO%=M\4K7M#C:.H5)Z^C?)HAY*M2M;7=K!(4=US`^L'!+T>$BTK"XL2#1S M05OM6`J1Y5ROS@H8"@4QQ>C4:?ZPT>I;F74P&`P(6?XT\5+1?4%Y*_[HA^K& M3KD>Q.HC1T/8;+-I\1-7/146Y/IITUFY-Y'0SN9,X!=1%@W9)?*P,44SD(DH M:RQ;R[)IF1LP&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P M(JOY5FYNE>?]$<,[8Y"GKK6>@:WUM8$*5-:\K*-PMK9M-\Y[CAK.G&UYQ!V- M%^FYK3UTFO[F:OQH&.?]WV^X+#%_3-WK\7[H#K7ISF[KG;O:3^;F=W3/5C.+ MF9JVU!OKVX/F-?Y_TO$PB4S2V%7JL;&M6E?;,BM'":'R/"&.93ZE`YTEE>>: M3AD;,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"./Y=XU M\2P]W2Y)@K>++X]N,G#^`!H@`ODZYWELF8E;>N^]0B1N`@(`("`@(>H"'U`0']@@/\H#D;?N`P/PP`8!*(`(&`0$# M!Z@("'H("'\H#@>2>O9O%-(O*;IS57+_`$I2?(^QVU;*/L#8UELS26T//6YA M+7*'N+6+U@XN;EZV1O'WR[!E$)1#95@HW;(%]YU%5#Z]'&9PI_I?9J>*\.T' MY$]<5K73+K^L^3>%\KU5AVWP.JS$:]-?:],7,NI@,!@>=Q^*>V?LO--Y*&46W=M*LTUKO9LZ: ML4E48)LY;]755*OMW"*!2L45T697A693`!BI@L"8>@'RSDYV_MQI#T1\CH8# M`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8$8K\IW=N_.<./ M^4=WV"M5B+N4Y'.9;0?05?G!95J:A+'&2P.:W*O$E4UF M3@A4SB?V@8I3%L,7UPHIK^*YTGT]UKKSN[=?8=NLEVWO(;QU/5)R:M52AJ'+ M?PY5].QA:JS7J5=KU3AF(H,9(Y@<%8)N'9#E,JHJ!2""2RM,42\VGX?G=YCR4S7G6L7Y-$.PDI:8WO M-6V/<<]/[*ATY*3%TM[)NE<',J@T=4,BAF:@U\BH/CE.*)!*8QM>CC-/_7A6 MJCVSPN:O[RH5[:SGD"L/D"HWDXB[#89;],KFRN=II6$[5<.K"^A8NJ1$YNB[ MN7^K4#G9(L6SJ3?S9RE(FH!_:(K$=Z]-?:]`N'\E'/EBUCL3;M?I/6TK3=`3B3K*.M-MH=A;J::\[(8UC6L]4J[-0$UPUUG#;'EG]U.Z)"KTW6S M_42-RN<2D+)7[Y[&LW#2,`I1=J(@JC\D5R5%\E?/U_U3M;<4;1.N86JZ=]K,N8Q7P M2(@Y")@GI1`14EK=;JW+_S3^*^*:+/Y7MO3,6P;@47#^3?SD>Q;@0:+9$#J M'`I?<8/4P@`?40Q23=;JWL#YG_$_97B[&)\A/*)W+=)%=4'^X*K#(_&X;)NT MA3=3+V/:K&%%4ON*0YC$-ZE,`&`2@I)NMU=N+Y9?&"8P%#R"\=>IA``]>A]7 M%#U'Z?4QK,!2A_JB/IDI*[K=8>8?(;2\0;FI0R5*UCU5%^0-#<@SD_O29NU( M6Y0>O$-OR\Q;IYI$EN#R;)5)#70G%FJ6,1,5U[%#>U,#G/MQF8RYKRM*ZZ\/ MVY^H]2/J?N_O+5ODIV-Y(*Q#.J?!S#!#7]0=6OL$6,U/:^VX6DO+"TEZ[K20 M,YC99Y*GD`G&WR*-SE,!A)0O'C!436.T=:&Z\\@=S4VO)4V2E=CW MGK>^S.TJF:DOE'C%IK6V-$HLFO6$VDH#:82C&R`2S8A2.14$/<,JZ;>LMW6_ M'S6ZMJ_8VK8[JOO=TUV79ZM:9.\3W76S+)L^M.:P^4?*1.OKW/.9"8HE>LXJ M?%+,XT4$GB!2D#V``8J;<*8M]6^"H*LZZV5KA+JKO"9:[,5IZKJWV3K'8L[L M6F#3Y5:62)K6[/53S-&2L1EOMY@K,Y0D6A2I*?0,E5V]W[0N#(77\+LJ$:=6 M=WV=/9E-/3'4E?>K+_6HJO8[!#U2'I3>59T71M=KD([I2$*`%!)9-<4KC(V8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8#`8%AG0OC_H^_P#>,/T0VWMU)H;9L?JA'21_RG/(]5(Z*B4KU/`32ZB:C@CHWO?R^IWT@8Y5B![3BK[R$_<*($$2XJ;> MLM.0\64D[.`M/(_Y)HPGP*IBFCMW2CHIEU%45"._60YX=&*HBF0Y`('HF(*" M)BB8"B"IMZRZVMXGKL601?1OE2\F48#>2*_1:_QSS'*-P13!F9!@JG,\LOTW M39)=LH,JGXK"=F\;V6I;5ZO7\E)O)=J16V:WFZY54^9$W2W8GVEI;P4ZVJQ+*<&NO M3E=-!5DA]S\ABF$Q1!,"Q&->>&FKU/\`,NQ@,!@,!@,!@,!@,!@,!@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,"*_\`E0=9;IX=TAPOTWSS-0E=V]K[ MK.S,ZI-6&M1-OBX\+CS;N>GS"ZD!.HN(MXY"'FE_@,J0P)*^T_H/IZ#88OFD M5T=>_%8ZXW1W+KWO?I+H.4KLSM:V[[U+`S\I5:K$4J%>-:5HJL5N'62KD"BW MB&+L\ GRAPHIC 15 g31989g30h40.jpg GRAPHIC begin 644 g31989g30h40.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](G7.%AX&G%"TU24)355U396EK;65W>WUYBX68&1 MT5*2TE.S9'34994G*-AYH;'!8D-UM29V9YECDX2T9DC(*3JR1J9'AVBHV5H1 M`0`!`P($!`8#`0$``04````!$3$"(1+P05%A<8&1,J&QP=$B$^%"`_$C,U)R M@I)#_]H`#`,!``(1`Q$`/P"_QP'`6K"E6VE\P?A1JE+.R]?]LKTXR:AJOM]1(?#NT1XJ M;G*')U-U(R>"-HZ;5BM#6&^Z_P!EE>^482U?0?(+6"CSABV2NE7!4AI2,`LJ MH*ZTF[/7A3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!B3M7M]3 M-8&%-@$JO:,PYZS!(R-6.HZ)@30V'K+2S0 M#!453,H>X;8Y>JEOM]LFFS=4I7CFKUJEM_D$-[(J)]BG*E)F\H^L"5JS:Y_4 M(,M6X'.^SF2L1N_%+,9A>0.>-B8\ MJ#+YT_:;&\!HP:$45(V9LVR92J/)69EGRR;5A'M$EWT@\62;MD55U4TS"R.2 M?\@&U-LKUFOVN7C=RI9,2UZ"GK$SRGM!EBGZDM+="0T*\ETYRJ8NEH#)F=D8 MN0*S_,A8JQ6G"B:A%`3`IA$M9F9I6(=\^-+TFN:-?_1^\VBE^VG9#P-9/(E?#6ODAU9(BD"WMCW"7N-%C5G3PIP'`<"% M7SPWS(U*T_Q'%8TR7D/$DIE3>;33#E@O&*+?+T/($=2G$)-G:;C079W$1OQ?47R1[&P3AFF4&F+=Q6\%N7 MAF201$5213R3M"=-V+AB+G*5,'C2^G4;IB/YE8`!/E2DQ:786O\`NM=G&6VN MJ&Z>*XW77:*3;3,CC)_7;`YMFO&TM;KY%W$M8]=LBR3*)DE+/#QS8[V9H\ZU M96J%9_PD$WK`!?+0`<(I@/S\<(MG0G;'**SL`2*'3VQ+[0^INH"'+R9F?R MB.2P#R-,6=P=O64D6Z;E[B[.=$,X>T:UE;J%,# M^">'<+Q$^P'H26KDG(,3B!'(B!)BL=VZZB;`I[1ZYXPS:I77-,G[3$R$7?Z* M],<[S'^5J//2M"RUC]THH!5%U:/DJLRL7[IBE%HB`<%M6$F@.(K;*PT MUN_L-#%2VHVSA(>R2$9("9VXU[U_<++6'"^JU64610+%,:!`RB;VUG;II?CM MX>2+U8RJ1&)&]EF.LWE(WR-(&(1-,WU,=X.9-,RB7A9JWM*&(4QTOE4] MHX@)D^\H=#=!#J'V\O+S8_\`Z?\`X_5//R-G`.A8&"8.)28EG[@WW4&4='M5%E3CZ%3((_DX$6VJ6*IC=*? MIOD)VG@I-=G(R!;SHQKC:BB%4UTQ2Y36#'^9;33S`:/EMJ,JU]R2<>2K_P"4 MO36#YM$18-%T)%R]O9F-?RE(7GO^D7FC_:FR-_J/F.19M*)CZ;O^1*T(_P#J M!R'_`+N64>"+>:<#A3@.`X$'7GN;MG>MFI#1Z]3C&;KRC^/1L[DE4CK)1S5; M/4.FN^513$%%DVB1A.)2_>,!>@>O"2G%X5CQM)K-CG;3#E@Q!D9.18$=K,[% M1;Y6G:L1D##^4*\91[08F!PQDZV1L;/LD6ZKUBWGJ]7'\2_.R,Y!) M8453`FL4Z9NABB`$F8ATQ_=7WA5_V?[59?ME'M:NW,[ MFJJIL<6Y"MT"RI^R>.,69@D%E'5,KDW'PS1AD"W3OO)@HHNN8#NS)E,N)`K% M8B9KU=C63ZJ'PG5]XBT;[06BSD6;`X,]K&`\YOF2!A543^*NJ\H$>H5T`)]X ME`AB]ABCUZCT!25WXN/?W5]X5?\`9]R9_P`'7-/^L_BDF['JU;?ZK7PIKI.5 M#;$9`;"W)WE1;<4[0_M**_ASS"&?TY+JF03^S[),8JI>\IT[2A[G03?EXI*;\;N MO/[J_P#"KTZCGS)H>G4>NNV:/3]WJ(5`0].*2N['JRFJGGJ\>EP2B7L;8@7X('7Z"B`^VD<.G<':*AOAS)'S=> M/,6:;F0R+E&%7$Q4G$;*:W;"%D6+@Z8K%;.TF6-7J`*^R'=U344)T$`[NOIQ M0W0XK8_//XY*^=J1.^Y6G!>[0)TN5JUNQ[Y:1:D>2VNF:'"*#Z-<&;+, M'7X#39I1%VHHDKV!VB4!1.!C%,`%%0WP^YO.'XWB=._+U_*`_8)M;]CP`?[S MKBGU^WBDF[%Q6$\[^@UB>`SA7V=I$QE7B)%FF`I2B0#!W!W`4.H@H;X;S:?.AXZ:!#R5CR1D7)V.ZU#PZ$U)V*UZ^9O;P[%L MXF#PA4'#J.HLF*;PCLR!C$$O\Z=)&`1ZF`BANAT,,Z0P*@J)P#XQG^+T2N!)[?WP*(B7J'7[>*$ M91/7T;]_=&WA0_L^L:?Z3+8 M$C&&;QAG6&*L"HJ``-C/\7HE<"G[?WP*(B7J'7[>*&Z)Z^CL.G_4!^(#(5DB MZ;0=T*M=[A.*K(0=4J>-2*!2F*/7J8. MG3EI*;L7%Q\XOC=*(E-F"_%$/M`=<-C@$/[T!Q5UXH;HXBJFLVPZL@H10GJ`E,(<4DG+&$?OD M0\IVC.S^N-BU0Q)E2WVW)&?KYKUCZ)@`PCG.L1DS5;3L]@VH7HTM8[ECNM5F M(K8PML%@\5D7K-NLH^3:`H*KE(ID0F643%(60>1LX%9'=?;;7;QV>>;&^RFT M^0?U,X9RUXI;=B97(,[5[I8X2P7^G[3P=IA:970J5=L#K](&<)*.'KQ--,>U MLHB942`=+OO)C^]>S+4GU'GA..LL@&^^.@,@5(QCGH^9R(G]X#B4$5C8U!)< MQ`)]\""/8(@!N@CR-5CN^O\`=&WA0_L^L:_Z3%-PLBW3 MW[Q@4ZZJ:)#+U3+;5$IU#`0HK.7..TF[=(!'[QU#E(0/4P@`"/!6.[3G^HY\ M*";Y9@;??''NH-6+LRY*7F%5BH1^54Z22+]''"C-9T@5+\^D4XJ-Q,4J@%,/ M3@K`E]1UX3U4R*EWYQP4IR@8"JTC,R*@`/Y#I*XU(H0P?N"`#P5CNQ3W?\UW MC(V^UER!J7K+N+2\BYOVCE,;:Z4JDP=?RA#REA+FW*E)QK9V3:4F:;!P[+MI MUFD%#G=.T4!(00.)@'M-83*=*++K=N@T;H-6R2:#9LBDW;H)$*FDB@B0J:22 M9"@!2)IIE```````.1IQV[PC6RTNWUQ\W6=,I^KS\(\:MSJ)KN6LK$NV+AN@ MHCT636617$I3$^\`B`AZ\%U1CPB^9SQNZ9^,?6S5S;3:2!P=L%A,OH;L[1_((\%81I>5GR>^.C=S"&!,$:Q;<8VR_G"3WVT6GJ13L M6N0GA=D:)^.S<-&.8$[%ZM!5IV\]PM M4O'5Y-[E:-C\XTK`./\`;;42A6.13GCOZ@#PTLD#N5O(/@'23?-8]MY#-^FNUCOMJL3&I5>`9W5-(UCLTI M)H0T1!P,D\;-HB7D9F5=)(,DV[A07BBA01[^X.HJE!X4X#@.`X#@.`X#@.!Y M]-)U8AM[//'GS5';/5.FS6CRNV6\V1JUE8,:SF+K3F/+,+7O=D*)^TI3QKEB MR6:A.I)1\6M(RA@CD&ZJRJ8E1Z!7.D3-)XNL._W,!X0_[#,O]7'8;_?4XK*[ M,68&EGAR\=7CUR98,PZCZ^I8LR+9Z6[Q[,V(%.!#YM-X'O%EN)F>];'[!:Q(7S, M]_1B3VNVGRKF>MDF7%$/\`L,R_U<=AO]]3BLFS%LLQ]+3X29;X?M:GS<+\1<5C_@F>\^M? MFE'L_@[WY&27?NM_N?87L'U'UXK)LQ;T/TP'A#'K_P"AF7U_)^O'87IZ_P#] M5/LXK*[,7;"O@$\:J,+$5^O4#-=,B8)NU91C2H[5[*12+6-9-BM&46DD?*#I M%./:($*":9"E`O8'0>@=.*R;,6S%^GQ\NW!$]N]BR@ZWJ*BAC"(B/HK*;,6]UWP$^-NMLEV#:B9G>(*B(IG M>;.[`I.FPF]T3B5Y%9#C73H1.J)B_).O[73HGV%Z@*LFS%NZG@B\<:A#$"@Y MH2$R;8GN);6;-%4*+8#@90HCE8P`HZ[^JH]/O"4.G3BJ[8;&^\!7CM=N7#E" M&V,BA7O3TXK*;,6V%^G MT\<8/7LDI7\\/9"1-WO'DQLEF"?75,"BBO4IYZS2?Q@%14PB"784>OJ`@`=% M9-F+FJ_@G\<2[<$"X[S"V$!0_A#7:?9E!?HB=,XE#MRL*)"+@GVG*4@!V&$" M@7TZ*RNS%UA;/ITO&3>H:4K=NJFPM@K4T9,9*N2NV>P[Z$=D1=)/&Z*S!SD% M5)5%LZ0(=,#=W:8@#UZAQ64V8NF?[E(\*/\`8[Y#'^9^T7G/_P""\\5E=F/1 M"/I1].AX\]T\W[34V2:92QGC34O,^5L9./U?9+EGF0,D6"=S-EDU%CK!9KHG M=*I&4[$.&J]7H]$T-&%?6":)E<&+6.L%U#'$52/\`.*59'#]%U@@R9E!W"F$WJWZ(G5*C@!O^ M$H*U:.!H]+'L7&:G$BBTO#LH.9LB[UR=50QBM#LBB4"*GZX<%-]$[CP[HSH= M]GY"F=3;H626L78Q*682]MJR3(.Q)G)&5LDU*B&=*RV/*OB@<4/[>Y/`2D2T=KW]GERVR\`Y^<_3 M=.19-B$7*B**94"J"8)58_SB$L"'T\>AAQ%":MFV5CAU6+EB]K\CLE;XR,D2 MNC+]RSU:J-JY,G,1%?VO:*[(V43*`*I''J(JKLCNY,3Z?SQSD(0AJYF]SV%` M@+2.P>4)9Z[8Y+Z?' M19X=Y^&V_:NM-W/P?C,8'8&<(SB@:$4*X".)*1,JH`2IS][CWCK??*'M>T'4 M!5DV0W3'_P!/EXXZ'DFCY>5KF;KQD:B3=4G6=@O.?LDR+6PKTBXUN_5>/NM4 MAY>"I5N@HNV4V'>_!>1JC5=Q%ME5B**I@?BLKLQ3<\C1P('_`#4^$]OY@I;4 M]T_S^AA:*ULG,F2&5C5BMNI[\>'4`,H0H/`>)]R9KN8_5'5L$G]%5$_&6:0N[5/`7%=B(7\3E=:KP:3 M8R<7((O'=K8E9[3IQAIZQMTS-7Q%VZT:1`XBT:-E0*J#RSBKOZR22C]9+``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`1#RV(2"+-Z0&JC1JV2$[5%-8QCFE6X MPI*Z]R.AP*V'G1\$5Z\NV4-?\A5'.&/<6-\-4FRU%]%7>GW*Q*RPSMKAK$=: M/>5.V5P&[=XTCE&;@JQ%%$RG!1`Y%/O!8FC&6.Y"5$_13W]8LLI/;F8ACUBE ML[B#;0N',I2S1=Q,LSHU^,E%)#-$2Z9Q]*>%(LV<)"XU,KCA'. M_'5/]_<,;31T)R)#T3;$$[L0!),"ID`/0`ZCR MRQA;CHGQY&S@.`X#@.`X#@.`X#@.`X%4N!TK\H.$)24/K;@RP8HRJSRQLT\F MMAL:[IX'B*/G[$61-FLM9IQ9"Y/P;E_6G-<>\F:)%97<(P+@[1M(PI%I%'YH M(+)-35BDQ9OD-IEY$*2O!9#Q#JA:\-;7JS$S)Y6W)C?)/BK)^6\](3Z+)*2B M,YT[(NGBF),GU5L6+:%@80T/$L*:5L0((61!73%.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.!4KDVL+$_5.8V[7+*)>S,+G%XFQ68E;*6! MZYTN<9OO(S7GFU>,-S';BR:NS3K-^)+ED.^51ZXD: MOF`%JRI8\H5JJ6QS,P"C<1<$.U%`I7"8IJ")C%+93&ZX1R-'`18MD$%#+^T8P`F)ZS%^.Z[?R-'`N9F3]C]6'J M9+3B31"!D8_-S*J/5E5DS'F3Z'4%)\U[$D2$6=/`;=&Y3JF*`(JB)>O:/+R8 M_OQT7"N1LX#@.`X$3GG3CF4GXC-\4)1N^=PC?![^6LC6*Y!HHLBJB1QV"JWBQ M&4U8E!KVR=FH=PR@G-N(+-3*8DU9S&EJ5R=//J=\ST!OJ]0:I'U[,6ST\ZV M_85:\L,@Y4[6>?G]UU M3D:.`X#@?DW3M-UZ=.T>O7ITZ=/7KU].G3@5X_I^D5VV/LR-W*2S=4F,-`SF M07(=)0H+::8]42.9-0"F+[KG3EEC"RP]R-G`Q;2*1][=XX>(-SRLG(2*[IB:6*7M628$0#^A^@66<;S MRXE;NY&S@.`X#@.`X#@.`X#@.!3,U;AM@4/J2\G6.Q[!U&=UNDL^;90V/]6T M<_'G;=CK(K77B/<3N77.NA'Z(TMA:HYJY;!8%&IB.A?"GU'WTE3UGGY_=[>QK5]+KL(U0K9)1P@1182E,H0!$P$F M:15%G;O,_6JAF:HZ[RFDFX$1F^\8NE/XZRQ%.RM5VEJ@HFY1[**M46V&R3HC'9SW!V5T M]QT\Q[ME)-+/K569^[S]SO49,ZW(0%9L%7B,A8Y:%B4X:2DW)9!PZ5%LHG[) M"`#@YRV&,II,<=%C;QA3$O8?&_H7.S\O*S\W,:?ZZ24K.3L@[EIJ8D'F)JHN MZDY:3?KN7TA)/ECBHLLLHHHHH83&,81$1DM8V9T<*/'"+=)18EHQ.4UFU(8PQWFJ\B=PS53L78CP)I1FK M'EOO>L%%-M)CK*&17^!J^^VEEKU5JF22.[7;Y#DY*%NM`?1+E"-A7B'R&Z_O M.&@I$*LHFZ>R>'1C8+*NPF-\G/,V5C'U7R;B#8K-&O\`:$<62EDEJ),.\3V4 ML*G8H!:VL8^P-V\LW5*AA`0Y&XFK-/A3@.`X#@.`X#@.!4+S8D M2+^JKU`0;RR)YPFY*/.BJE$E9HZ%4^&8($<`H"3PR+RMF<`EVF]E18QQ M$HF)W7DYS_\`)'');TY'0X#@.`X$7GFN346\3/D#11=HQZRVL62D49%PN9JV MCEEHD4T9!R[*`G:-V*A@546`!%(A!.'J'"39`?\`2KX[RKC#,_D)K&7-J\5[ M@3H8\U%>Q&3-XD3?+A9%E*-G3T\2FO:EA]=IA&2CLA9#?2=@5>L8]HM[3 MV)9JN$EA$`*91-T]&V(?6*P3/7RN;'3^E-)&O6/)]@Q`GC.O[JUE_G6.L=^8BLLBJV%,.A3&4(RGH[!G_JY:I`9!UXQ MN;3.H34ULI3L/W2I2M:WBQQ.52BMLTRYX6OU[,]B:XF^)C"Y59T3OLL8]`ZT M$@8JBXB40XHN[CB&[E^K"C'N9MB<"LM/\91EPUMK&;[1;;E9=[*,QQ#:D,"M MGSBRQ6,+PRPN]5R'/VY5@+:LLF#,SB8<+$`"ID!4Z:B;II6CJ&L_6,Q4I@>Y M[%2^B==94RJY9J>(DZ[N*H;IK28X]'+\I?5_5'$N/G'HR!1^J*I\ M?NHEHQ;=5Z>QR.JZCHPN3:INSAJWZ\%DI:E-LB,CJ9F7JE;K*<,G5W14G+HW M11O,@9@*(G#W!47=QQHQUJ?UC.*[_2LT9!JFEYXZ!P;4*M;;!$9(VTQS0KY= M"VBVQE,)"XFIPX^GELAS<5(2I7;MLU<$60BTE71RE`@$,HDY4Y(^?#1LGK7N M_P#4`5[=?'\ADZI;!;#+[3V3)NOUAKL+)X^Q=CYCB#\"I+RO9B82;-_>+/+E M@D%G[4T&Q;-?EF*FJ84?SHBLS$]_N]$CD;.`X#@?A4>U-0WJ':0X^G01]"B/ MH`^G7@0/>":L,X/&.5WK=0B;EQ1]%(A['-A>*,61X[1'!$VDJU@66<;)Y.1HX#@.`X&)^^&,;IFO2G;'#V.(%&T7W*6O.7 M23=+:W7[.3/QH*X\J>#,<5:JRBKC=?$-=S3:'M1N;^_P!;K=3R%3+]9*9` M8^2Z'C6.B[M"0TTWL<;"V!R]?RK MZ(:S[1)!I,%C#R'L&-;0%D_:K,7;?3;6PBS-!@A5)U\Y<'6%?\4DG:KR1*]755,HJFSNEHU.UD9ZL4"W5`,F7K,% M@R%E[)>;KUD/(;2E1MAL-ZRG/&G["L6)QY5:948B+;K=B35LSCT2))$`!$P] M1Y&HBC)_A3@.`X#@.`X#@.!4'S%."I]57JG%)-T@*"V;8YTL920%7W&F@..I MY-5(AGHLP%0DF1,Q?:%("D[BE*L*BA]I1IHRQA2LTMQXKL7(Z'`<#SI_._)Z/UCS46 M2-SKA[,M\V8NE\T+L.(+?`WJG$P5"8\9/,60<_7 M&31;AW',/W"AZB/[O(U2&F?ZZZ^ROR_Q3!6')+Y[=JT??/QC27GS6C%PH[9- M7?R(13Y#=FZ6.JD0_4J:AQ,4`$1'@I#CG[(VJ':@]?MX*0U"D-TF=<->+%\?](,#88G?ABJ+3\9Q=1Y/XHK M`4%A;_-@U_8%4"%[NWIW=`Z_9P4AL)=1M42&4.36+7HAU3`94Q<+8W*90P!V M@90P5H!.8"ATZCU]."D/P&H6IH(_'#5_7<&_J'L!A3&OL]!-WC^:_1GL]3^O MV?;Z\%(;J75_6@C1)@77?!A6"#A5X@R+B2@@T1=K-U6:SI)L%?!%-PJT<*)& M.!0,9,YBB/:(AP4AOE,P/@[',P-AQ[AG%%#GQ9KQXSE,QW4*O,"PBS<'0()TN_L.)"B(#T#A:0[7X#@.`X'X4+WIG)UZ=Y#%Z_N=P"'7_W> M!"EX94(V.J65XA!1@[EFF/\`2A*7?,S)&6(-=U(QUC5",?``F<)+?(QXXDD4 MU.@D9RJ/IW"81LLXIL.1HX#@.`X#@.`X#@.`X#@.`X#@51/J/(OR,268])6W MC(9O[%G"1Q7MG'WVK1E)P[:G(XB/.ZV_B4TLZSBQDJE'(I6E:-0(#0B,D8Z@ MB4YD@.4+#&5:Q3BR;GQD,9Z6\=GCWD+B@->M%>U5P4$E!UJ9D4X(SY'$$17E M64HW*9%&81115]X4%BJHH/R%.D)O:34&2UC:$@7"G`)CXJ=C'C=923?,/:%FL8X%(3N&T9C*)\$F&-$"8B6(PA2033&T4ND\!V=(BSTX#WE.3MO) MSTG.L+V'(Z'`EF@?@SDL:LBT$K-<[4BP`505.ZRS MCK,\?==!Y&S@.!0^\T=EV@0\M-VH-`U)IF6=8,AS.A=:SULE,ZS)Y)MF`UYR MQPD40M4SZ#%97##K\+.@\2[U/:3<*`OT#W1[ZQ-*KX/(VZ]9(QVWCJM`(U>DUV3QM:, M"?ALW"U*O,V[%LK\EM+BS;D3%_W=3C:L[>DR[(?[%[6Z9-B/MW82F9MU[9KD M0F-QM>JC8*K+8SCU"'!.P;$:UKR=XDX2GM52`5_:JC,3#%@50J[Z*CF*:[M* M+68O9);!3L):(2'LU9F8JQ5RPQ;"<@+!!2#26A)R%E6J3Z+EXB58+.&,E&23 M);>66.R?E:`O%BK]@G6TYK)&-Z,Q:4%F]E4)=^RE%WQ55BE; M%18*%$14,F0UAC**S%>++)/BJAXZ`\9^@T/$G9K1S#4/7]%L[C@6!A(E'&5; M44EF8.0*X!M+JG,Z)[A2G[50[BE'J`26L;0S[X4X#@.`X&D?_P!`O?\`O1S_ M`-I/P(,?IJ_Y&K57_P"?]DO^-%F;EF[G_G[&7N6_'5CY.P26<-,G<#I;M<59 M23+D[%]/C&>/'H@T)5-S M'.+NV-.]I7^Q==OM6R11AQ!LO@"VH8TV0PT>3_&FM2N2\.SL$!:J3/F1:GM^ M(,IU9^WG*K,BBB=U'KB@Y20?M'K9`1-?%F)PIP'`U/YC!O>P+TASV+9;9 MA5MFG-\X]<%[72K&S6QFXC,>Q*A.B:4-5&,#!-$0!-NR2)U`12&=C-DSCVZ3 M1@T:L6B"9$D&K-!)LW122(5---)%$A$TTTTR@4H``````!Z<*U7`DJ\U&V":10@LFV$)1UBZS(1H@Y6.FBU$'JB8^ZV?!!-].S7O(_7MD]U&/DVR0IEC,K;`^J9:'95,OX@S8K#8R<7O9 MLR,"ZM.+IV?&.<.+2A(.?B.U05.7\Z?J443#99QOKQ\UL7D;.`X%%GS$T;9. M3\M]AOV--WL6X;P-#W[0:OYNU'L.SK[&F2]AUV%FH$JWD*MKVF0&V9HM9C9F MS)%P81*=RQHM#`%8FZ]-R-G`B4$&;*VR#%L1)G%HIEK,:33DD^Y&C@.`X#@.`X#@ M.`X#@.`X%+_ZL"WZ2TW)6@S[>K#V<,SXX>4+;!C3H/!&3H'%]CAKN:9UP5": MF9.P0TPVEH<(0CA$K8GMF*N\4A5_C?JDJ?Q_?*F8Z95_9[>\"F,7NZ]!$/7DF[6/MAGMPIP'`_P#>CG_M)^!!C]-7_(U:J_\`S_LE_P`:+,W+-V/\_8G9Y&T8>T3= M37S=?3S:FNE<-(7.]J::';'-&I@!G/0%Z96^YZQW.4;J*E1/+XYSBR6@&:Y" M^_\`"O[PAC&(5,I:S.DQ*3SD:.`X#@.`X#@.`X#@.!HY!^TBF#Z3?K`W8QK- MR_>N!*!'/XO:PYF]>W&VUP:"?+N^ M=F=[3W:8=+IO'R=%NZ8$UOH+=R"21VT!B[71O6H=JT#[B;I)VX'JNZ7.>RSC M:O.4DG(T:X^<85EZ\\C9[(&NN:[VYM;AI;Y*MM)^G4FDXTEY"87AG,DLD1) M--))4ZQ`Y8C5G+*-OC"/+Z3G%FIF(\J>0:N:=[53^WN.7E"U'E[!DBP8"L^N MR\-"D!1,D8PIL8WGCJNE\C9P' M`\\?S/4_1^3\YLS:LFYBSI6MSX+//CQ+A'%-:QE7Y_"MWJQD<%)`-OOSF9:3 ME5F3R#Z345,1(4D6K%,")N57`$3K$WXZ/0XY&S@.!TGGS8O#.L-(;9%SC=$Z M35']EA:;%.BP=EM$K.6VQ&<%@ZU7JO38:PVFPSDF#18R35BR<+&(D<_;VD,( M"9I=BP/E6TF`!$;IF,H!ZB8VH.XI2E`/M,8QL"`4I0#U$1]`#EHSNAMLQY?? M&]6XR4F[7M/3Z;"PCD[66F;M6\B4N)8*$D4(<%5Y*TTZ(9%9KR[E-JBX[Q07 M'K_E$-9O]/2?_`(+P5<.G?J$_#!77WX=(>0+" M[AQ["3CW()M>[0Q]M43@4OXG6:?+QH+AV#W)>][A/3N*'4.HJ,?J$_#!(2$= M&(>0+"Z;F40*Y;*/FU[C(]),Z:RH%D9>2I[2*B%P*@8!2=K(*E,)2B4#'*`B MKF/\>UX>O^40UF_T])_^"\%6G=>>/P[,VKEXMY#M;CI-4%G*I&MP5?.C)H)F M4.5LQ8Q[AZ\7,4O0B2*9U5#="E*)A`."K@7]T5^%7V`<_M^XK]LRPH`7]&LJ M^_W@F57N%K^K_P"45'M-T]P2`F)NI>[N`0X*NT67FY\8LBQ6DF6R;QPR1:-7 MY%RX+V/*#UH]502;+1)#XA*I,E5^013HT!<00ZJB`)%,<+24WXN?AY;O'2)" MG_:AJ!0,0IP`]=R"F<"F*!@[TU*@51,P`/J4P`8!]!#KQ23=BA+OOU$^QR=L MD&=,U$PCC:`1@L8+)/W7&FR62\N M6U]&9$P;>L5Q!P\!$#=YP2*<2)%.H;H0AS%4 ME=V/5UZKYU?#^BHHBMY"]:D5D3G2525NY4U4E4S"11-1,[0ITU"&`0$!`!`0 MZ#R+6'X_CVO#U_RB&LW^GI/_`,%X*MP;><;Q".TE5D?(GJN4B*)%U`<90AV: MGMJ/",2]J+LR"RBGOJ`(D*43E2_.B`)@)^"L-=->;7Q'0!&YY#R)ZG'!R=1- M((O+U9G3@9(I3'%9.#=2*CQ$`_C$-9O40 M#UO:0!Z^GJ(M0``X*M>7SD>(,SEPT#R)ZL^ZV;KNE#?K.B`;F2;("X5!!X(@ MT=+BF'W$DCG54/\`<(4Q_N\%8:#Q,O6K=VAY%M0`1=(IKI`XSE16:X)J ME`Q06:/)9!TU5`!^\14A#E'T,`#ZO+24W8]6L8>6?QQ2"JB1 M=N<4QXI,OQ$RL^[F:RV,Q[NWY*3NQP\6U72^T>I#F^Z`F^P!$)25W8]7]6\M M'C:(7^"[E81FU0-T,TJ]F-;9%,OKU76C*PTEY!%J0W0IECI`D4QBE$P"8H#: M2F['J)^63QV*(K.3;3T%LV;]1<.7S"WQS=N0J:BQUEUW]:;)(MTDDC&.J803 M(`?>$.*2;L>JL_Y^=Z8[+.5M1IKQ\X%UN\ID]`XLVFA,ET*>UZE]PH?$E;FY MW7IQ&Y%;5BLB16FR3]Y$G:-IHYC(*H&43+U`Y1%#.4ZQ35CMK=YOO-/@+5+5 MO&N,O$M)9,QK3]><7UJ@WM#!NW3U&X5NK4BJ1L!+,Y.NPE6;>0CET=<-P.]NFX M)]YB[4G+'57B[QL:ZS[M,)-HX>*"DH"\BXDW,('P MM19#^\=(6Y];-O/>(F1%)4'AA"Z&;BW,=04P*"@J]Z9A$@%$IC*0;LND^G\M M:Z\['U$Q(Y`JG@ZE'+R2".]IJAA7;$#_`!)APY9LSJ)'[$2_-%FH)?X4!TBJ M$%0@"!@XHNZ:\_3^5C?PPX#R7K+XOM-\-YB9.8?)D#BP+#<:R_KQZQ*TN:R- M9)[)3JA342K(22I9RBFMWX0]6.H4[ERS.J9-(3BF5-UQBF-$GO(TBD\U`YMC MM`;M=M<,.S>?)Z[7YNSRUNF<2[08BOJ[%*(K7_TQJLBQ4$X, M].Q,1RDQ!8Q3``#RPSE6FG57'F/J$OJ`8&06BI7P:VIM(-FJSURV+A7:]S[# M9N*ONJ&<-6"S502D1$W1,YS"'3H'4>G%$W36FOI_+[Q/U$/GB=/SPRO@TNDE M-R*2T9#Q[#$.V,49C83KF1:+2B\A57D<_8)`B85$$G#85`5((.4Q*8O%$W36 MFOHY4CYROJ/2HI%<>!RRJN`3("ZJ.)=E&Z*BP%`%#I('>.3HIG/U$I!44$H> M@F-]HFJSQ$OS.^=_ZA&L(,7E@\(4K&1[M5%)9^;#NV[U&-%9!JJ8SY"+A7[X MQ$%7(HG^.BN/N)'$O2,Z*3PJSK@&X=4CHX'W.` MCT?N_=:^]6$3@/WA_GH)!]T?YG50WSTGT_ER6N^>_P"H;N[/\2JG@XG#,H]P M9K*!(84VO(L^<%(LZ%"-]]*-^$8K8Z!.Y4JY!4,(]>AA*DH;IZ3Z?RY,EYP_ MJ.%Q,?\`B)IYH1!,ZAT7.)MG#K/#=.B:+11N=1-%4I_415#L,'IU*/KQ19RF M/^./3_GT^H.JR;0]B\&]ABQ>)*+I)FPWM>]."#=P1N\54_"XY\0I6?OI'.7N M$YB+%]L#F`Y2*$Y3'7T_EQV-^HH\[SU5VFKX49Y$R#=T9JBO@_<=LI*.B@"+ M-LP5+5G:7O+N52F*5?V"G(0Q1.D(@8%$C.9Z^G\N9,?./]2,FW*23\$4\[=@ M/WUV.'=EX]L;[I0^ZV7EI10GW@$>OO&]!`/R=1-5GB)<>?\`U`GU!L8:1*_\ M%EL0&);KNY#_`,S6TZWQV[9TW9+J`+=LJ"_MNG29>U/O,/=U`!*`B"B;IXAP MN0^H@\X-DCI*N7+P77N9J5@C)*#LD3&8?V_@9"2A)=BXCY%FTFB5Q^I%K+MG M)B@N5$YR`/4O0W0P6C._M/I_*"B*QGM?+UYF`^`_H=YQ'[1'BANCI/HRDUCVL M\P.FN08O.FO6F?D"CJH:S+GLF@]UQMN]E["5I3EJ!,5-]<[!DW*$1,W1K,P< MDVC9%JFSDEDUGIDT0;(MVBRCU1-TUYT\$QZ?U''E\"$D)M_X*,JQ!8_O_P`; M96+V>:RCT`!O[1F#BP%=M]MM,;'7S(#:F0+.PP4%50.BR M6(5S+_)[F:9_95("B;I7=L<7!OD+'E#O[,&Q6EXIE7N#4K-T1\T*WLT&QFD` M:O4P!-VV!)Z'8J7T4+T,'V\CHYGP(_\`9?QT86VBS;!;"W=_(L,JT+`]VPSA MRU-ZKC*T2&$++;[?7;DSSWB\XMH#--,D*VDG$2)DEF[9%94!0,)Q'A)B MLU5N-Y?!1.:+>-;+IX?QO$9`IZ>MV6,2VZ6_2 M[!6&:_D>P9ABJI?GIF,K.R;UJJS,J@[#[J2Z=B6,L=+TAMOTF^3M/,D9E\A+ M[337^ZZR8_)CO4U*7QKD'-SG.T[)VII8]EU)2VQUH?5^NNV$&,3*1C`K(R2W MM*-15%03+B4J5QO/'TA=9Y&S@.!YYWG;S=K=C+S-V;&%KU!J>0MC,N.]%I;$ M.W,KEZZ4V8UUDV4W7X=M(L,?Q4>\J=Q%L:#!P99^HET((%,4Q4B];#GE-)IU M^ST,>1T.`X&)>XVL4MM1CNE52LY=F\%W+'>8L>9HI>3JY4:K=IJ`L>/GCU9% M%G!W1N[KRJ,VPD7#%T*Z*H&9N54^P04'A)BJK/6_`UY=:=#P\*CG3QHY`+`- M58I.9R%3=HC6"RM3*L4&TQ:I"%F&HKSC1FT.IW(@4%EEU06,L(D4):L;''+7 MX'?+7D"NRD)=VOAQL49(M?AN:M,PFXLM7WY$)"+D&;IPS>2:D<60;N43*HN1 M;F<-S(`!#@"@]JIM]?'^'9'C/\$NLF0EVDETR#KU=L-UBM6?5=7 M8.@T90M_Q2SR;,PTH=1ZQ M:0UDA]/_`.&F38NHYSX^,#I-WB)T%E(]E9HA\0A^G4S63BK(RDF*P=/11!9- M0OY#!P4<)/\`3?\`A,4(@F;0?'H%;D.FF)+]FU(YBG546$5U4\G$4LTOFIE$%"J$*Y9 M/(<%44<%B(MVS=$A2)ID*4A"``````!RUE-F+L M.(\3>D5?CFL/!5/.L-$L2G(SC8S=;=IBQ:$45.L*C`*W;)++G300(0A"@4A0!63;BYG$>)C1^`9IQ\'4,YP[!%-))) MG&;J;LL6J22"8)()IH-MATTR$13#M*`!T*'H'%3;'?UEK_XJS3'Y`NOP#/\` M\DR!6PN/VW=W_>%N10RQ4!5_:*[Q1*J+G M769[-]QU?<]LF^F]1$2$%)=%1JFD&QO:FS6(X$#I!T(;H7J'H'%3;'?UEC>M M].!X3W"JKAQH?1W#A=0ZR[AQDG.Z[A=90PG56775RH=5994YA,8YA$QC"(B( MB/)5:1W?+^YNO"3_`&!-"_JB9S_WTN"D=VTO?IHO"*^4(H;1>L-A3<%<=K'+ M&?69#"4&H>RH1'*I0.W,#0.I!^Z/>I_TYNJIMCOZR_$?]-!X18Y\_?$T9K;H MS\$2F;2&6<_/F+4$0Z`+!HXRJ=)F*G]_$@`)OR\5-L=VYN?IL_"0Y050-H;2 M$BJE[!4;9*SL@N3U`>J2R>4RJ)F]/M`>O!2.[X+?36>$==ZV>CHC3TS-4U$R MMTXJ@KWNFA,J`@X43%#M*8P")2',7[##RU3;%]?67&'OTP?A`>J% M4-I8W;"5(J78RSCL4U3,!3'-[AB)Y9`#*CW]!-]H@`?N<5-L=_5RYM]-GX2& MS=NV+H;2%@;HI(`JYR3G9=PJ"294P4<+J93%198X%ZG.81$QA$1]1Y%I'=E6 MEXH=+&L:C$,*]L!%QS5BC&L6L7N]N]'(QS%L@1LU:QR;78E)-D@T;IE(D1," ME3(4"E``#IRU3;'$RV-]XA]+Y!J[:+DVH*1VX;K^ZCO]O>FX:E;H"W!HQ7_: M.%1FP7`1,JB00(HH/<8!'BIMA6W'2/RU[)Y^V[J>HUWPI0];]<]F\AZ^4S]H MW\XV;LFQ5DR%NCC30=K3ZA;R#6:JY-4V[M/NM]:3:XKZ@ZCZ[: MP.KJODAW@K$U/QL\OKF+/"*VU[6XM%D\G1B%).95C22#DICD1.[ZO[!JX^HDE0\DT:]UJV6M:G2$7.,EGRN2\: MS39=9LFW*53M.H)E%""6\F)B9RI68;SS$L#&F9&85_%MC*U M8R**OVBC8"=KZB)F`J1S@82"8SJIG M`Z8B053;'.JP92*;7,=4RHX^IT<6'J-$K$!3:K$$7+. M'C@K&,8I)`=50ZAP+U,8QA$1C3D_`<#!?R?,#R?C=WY8)B4JCG3C9)-,3*M4 M"]X8@MQB`95ZJBU*!C%Z??,!1^S\O$73+VSX*XWTU5MW$M^U^V[S=+52LZEW M]GJQK8UIM2K&L$=JHA=J&;)^=5F]Y?TN*AH)G9'JTR9RR"5*W(!DFI40`/;] M;*8_%Y^[!ZZ>23-LNTI8^1HX# M@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X$7N^E-R'A[).&/(MA&E6+ M(UIUUA[3CG9#$U*35=W+,VG%^=1LS>4*9!)F(G;U6<:OVJKP8@A?:(BY M(N'\]'EEG&\KJ_(V/IA)ZDWK*-HK&2 MMFX=6Y5F3.^QW0(ID[K-_!!^N5D+62,F/N,5#"8A2H^Y6)NOS\C9P'`^#I<6 MS9PY!!=R+=!5<&S4I3N7`I)F4!!N0YTR'75$O:0!,4!,(=1#[>!!?EGSK8XQ MM<8'&+O4+;?&MYMBBC2O6C<>E0FE6N:+\C@C0&]CV&R_.*5IJ!EETA(2*933 MIHYLR36&B\QKYC3$!9=AJGK\RL\ M$5@K;L>L)B0>RV8-B&ZS@KF+2NLI&N%.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@=99GPWC/83%=[PGF.HQ=ZQCDJNOJO<*M M+D4^+)1;XH""B#ENH@^BY:-=)INF#]HJB]CWR"+ELJDNDFH471[QT[O7I"!Z M]9Z=8_(3J]#(J)53(=(E*;7MU<6U:,:]L?"98J%TG*7C[9)K%LT2(_I1"RD/ M:78$%1[#OG`JO5:SK'>'9FD7DXUA\@J]F2UW2S0Y0JK%1\_G+]@?*F/:8_!M M)(P\BRK60[)6FN/K9*14DN5-PUC91TN4H^Z4ID0%3D6)B4A/"G`^Y8T M`Q)A>Q[7X2R399\GS5[MD_%=1G:FWTZMEY,4AG-U3M=,CI-4Y7DFTE3%,IRL MZ1.EV<6G.5O*CD"9@QW0U'U;P)3745*O9J3QMLW:\D7YA(_!:K0$0E00Q,%6 M,"SUP=)ZX_2XX(E0,9--3J0#18JDKX4X#@8%>4]0B7C/\@2BA!.F7339/O*5 M15$PD'$-N`_:HB8BA3`41$.@AU'TXBZ9>V?!5<^DHK6HL!L7O&.EU_V`R5C= M7`^M8W*[OK\GH8,%;X,[6;+&MY:&DD$W*2#IO\EBZ(8R2R::Z)^I%"$.4Q0C4:ZPYSP'`G<3M!-(A`*>I68T6-=-]DXC<35;`.TL#5Y*DP^>L75 M3)T=4IA^UE).NMK1&I2!(EY),DD&C]9F*@D]XB:8*``&[2]>T(TR6X#@.`X# M@.`X#@.!MDW+LX"&EYZ1,H6/A(Q_+OC)$]Q4K.-:JO')DT^H>XH"")NA>H=1 M].!%UC7RIM\M4^J7JE>/GR4/ZU?8:#LE'DU\"XX:L+36[/&LYBM6!C+*9P&$ MCXBCHR;#:EU"1?X!#RK=8P/G+45P4`J'NG`2@H;N5);>?R MN".0+YBMCXZ_)#-9`QC"4JQWJLP&+=?IMW`0F126,])?JNHW9QS&OD[#^B$F M5(K59=0AV2A52D'M`RANY4EMUJ\MR=!J]DO>0?&[Y1*10J57YJVW6YS>ON+% MX6IU.MQCJ:L-CED8+/\`,S2D;"Q+)5PN#5HY7]M,>Q,P^G%#=VE+!`S4?9(. M&L42H=:+GXF.FHU8Z9D3JQ\JS1?,U#I'`#I'.W7*(E'U*(]!Y&F[,GR5./;EFD,;\,QOK9+]7+QFF]3EZM$5@%,ZA5`$H6B;NTNF&/F.BI/)%HP_'>.+RA/,GTJJ5.] M6NDH8$Q`:8@J=>Y.UPM,L;WNV(*R_#;)+4690:F36.R1%R$Q2]"O)1.LH&W7.@6LS#7*J.3U2ZX]F)&NW.L2Q6^7%@=RL!8XM M9@L6.%\3Y)>A3"0!."AN[2Y&[\J-/K\[C]AD+3K?C$U8R!E?&V&D\EY0P-7: MEC^KW/+EJ@:10"V>075>6?(>0;*Y+[TC,RSET_=J#]]3M*4I8L11WQPIP'`<# M"GR3PJ%B\=^]T(Z550;R.GFR:"JJ($%4A`P[<5![`.`E'KV=!_F#^3B+IE[9 M\%1WZ3G8##N9]O\`<`V"-1<=:=U/]EK"QKC2:+D[*.0F]RO$#DVZ@E>VQ,KS M\U,0[=[&6Q1HLT9&.Q:`U;]#>XL83V6<9UT7N.1LX#@>>)Y]9&?Q?9 M]-\/YLF\B1NF:M9V-N09.:Y%P$^4>A!MCTB2J%GAZH*#1XX+(E:S#9RW6>'# MWB+)]B9;#&3T.^1LX#@.!UHSS1AV17(UC\L8T?.5`/K=JQ5F8DZ]8(?5?.SZ'G81\XC)F'D$<:V M,6TC%2;-1%Y'23-3H=!PBEF4ZAV8`(@FEL8"9`Z+'#H4`#[P\M4VQ?6KF/\`%9ZH?Y9[9?\` M#_WM_P#6,XJ;8[^LL']6_'U@G*>4=\ZO>KOM[/U[#6XB6-Z!#N=\]TTV430' M.KVMF0G%/=IML[H&F8=:VY`EW)OFBX7$KP4A4%(B9"JI&,:^++*2\-^A4FJ" MIZ=GQD(&4-V1.[V[T2B(J=G4!08;$H(@0G9]TH%`I>H]`#J/%97;B_*/ART9 M;N$72$3LTDY;LS1Z"Y-]M[0428G;JM#-2&_:.]$3-ECD$/\`I3"'%3;'?UES M`/%EJ@```26V70```_\`3_WM^P/0/_RC.*FV._K+BDCX?M+IQ9\K8S;564'3 MAHNR2G-]MXGH0!&S46RK.`7#8--['Q\DBIMCOZM_9> M*/4..2%!@YVL:(B(&%-'?W>TI!,4A4P'I^T:/J!"`']X'%3;'?UEK/XK/5#_ M`"SVR_X?^]O_`*QG%3;'?UEP:=\/VKQ\4VH\:S:L&3W:]!HS03;MT2;_;V`1- M)(H%*4H?M&=`_=_O1XJ;8[^LM5_%9ZH?Y9;9?\/_`'M_]8SBIMCOZRZO5\-. ML"BJJ@9H\AJ0****`DEY)]W"I)`I+Q3:IR#%PR3L.X,8=*FV._K+@\EX<]79!T9R3+GD`C"F(0GQ(OR0[OMFA1(` M@)RI*9R7,"A^OWA[O7BIMCNV[QYX[_4+L_Y"==:[D?-]ZQ?C::U?L-'89RS7 MDO.\_6I'(V()*6N)(JWY6LEJM#6-EY"+05%F#OXR:A!,F0HF-U$:33DELY&C M@.`X#@5.OJ;;)M95;AX_9/3[6&O[9Y0.UVQ:26,K-K%&[81;&H'1UT=/[;^K M>4K]C0C'<3,,V**4N5))1L+D404Z.!(:PQE?R^R8GPM*O5_%#H(O)-BLI-?6 MK'B\FQ(U*P(QDUHX59%B1@4B98\C-Z+C MR*JF!82DTFV=$0;N#-%A_P#,W<`_-N"D4,D/K]H`/IZ<1+S:TC-P1LL$%CE4RAP4$IFJ M&9\<+/D`]I5$W>Z9)J)%$1$H&.`F*8O4HV+LY^V4J7(TC"Q"R./EYWADOPM4 MR9-)-!F`S?S.B*2A\H[N.0B!C^G4ZJI2^_[_`%]"E[/R\O)G^WDY'XT_Z7VU M'_M&O(!_QG+]Q)C]7'/*]$KS6#-?&+5--RY'R)>.9PBQ%S\1=^+7<;$*ZC=H ML9%9('":"9ENA^TIDTC!W`(AU09V\X2>\C2M3G'RW:-Z1^7';8FZV5)G'$]4 M-;M6<0X,:,\5Y.OR2U5L*F1*2?LPZN:4+ZBGQ"7^T,JJWVJ_0Q:11EG#2Q97Q+F;$E M#41AV3F2<'-D'(M`K=+2^3'M#K-@.^*9RF'YL##Z<4E=^-:)I(2:B+)#1%BK M\FPFX"?C&$U"3,6Z1?1DO$2K5)]&R<<];'4;O&#]DN15%5,QB*)G`Q1$!`>1 MIN?`<#$'R$$!70;>!,2F."FH.RI!(4#"8X'PQ="]I0+]X3&Z]`Z>O$73+VSX M*X/TZZOE!6VLSVEY1:C,5V[0FH6%('`REJHF,*?,%Q.SR+;P?-H9?$\&PB9* M)5E2-A=J2:XR!UD4.PIRD5%.RF-:Z\0M^3[,+36NSRL M;H(N]T4CMV8-A:L3,6KQO,6*K1"KJ1JMH?MLFS**U>?LTN^`(!3`F)!/[A#` M%8F\]%X3D;.`X$>OD<91]BQU@#'LY,RD96,H[C:Y4*VQ<+8[!69&YUA_:W,O M,4GYE9>,)5W%3S>%[9-L54B:D41R)Q`I1,%AG+EXHWM0O`?X?\BZG:QY`NFB M^+)^XWC7W#5NM<\\FLC@\F[+8\=UV8G)=W[-W21!S)2CQ593L*4G<<>@`'0` M$1I'@R(_N=WPL_V`&)/_`"WDS_7UR+2.[.34;073S0Z'NL!J)@>H8.BLBR<1 M,7=M5EIYV:QR,"U>,H5=^ZL$Q,NQ)&-I!P5%,BA$B"NH8"]QS"):.)>4'^3A MWK_M3<]?[FMBX2;2C*W2;!.@NBNU6/\`59G*Z%RVU-NL]\P53\SL MYIW!9@0Q@,,@TL#):2;NW*,BU52,BY:-VZ;9?W".%%TO8O*K-9W;>S%;.V9_ M+AH5?:]7MJ/)SBG)#J\5.N7S#<;5M<]?<4Q.19ZN;,Z\8CR+A:4@K)692XVF M5GZ)G3\78KUN482#`D2Y.9-4@@=(DS,3=EA'>5O7#3[;GT MO"UB)F$@1M[LOD*8QO&#Y!A["F,($9Z=*&'M`1$"%)N`(G,/3T`.O4?LX6O: M7\7\@MH9,FKJ0\=WD6;K*?#"08-<08CG'40+UE\Q(5S5_/4JUDRIF.1%7\/4 M>"@L?M5`G8J*8KVEHOXQQ_\`\GWY)_\`@Y5O_?4XHF[M+4(>0*]2H&/6_&YY M%9I-$>UV=_CC`E%,W4.'5$B2&2-CZ>YD@4*!A$[0BZ:?0`.8IC%`5%W=I;&U M\D%U"4EHV<\97DQKY(@Z:)Y,^(,(62,?N51'L1BEZ3L79E9%/VR&,9PFF+8G M0"F4*8Q"F4-W:6Z?QCC_`/Y/OR3_`/!RK?\`OJ<43=VE^#^1YZF0ZAO'UY*1 M*0ACF`FM]?5.(%`3"!$DLI'44.(!Z%*`F$?0`$>*+N[2X\CY-+4<615_&)Y1 MFAG#EP@\]S`^(ERQ22*JZ:;MT=GL(Y*Z1VB)@55`#"0I@*;HH;NTNL/'CE5+ M..WWDERB3'F5\1GFY34.,'&^=*.ZQUE.)1A\'2!F\U,559U)),X:?"0$&)_D MF7,=JN55)$2%[Q$UF4OO(T/N(U\W1QQHC=$D-LWLA MFC*.S2CL``YHZ60H)9.3EY*;DC-5DHDA52J@U,X.4"-S')88SKRT MFGUA,1X52N">)SQ_D>/"2+TFLN."/9))U\]*2>$B^UW)(R'.W^3 M^T8_M.]9O]Q:E<$6AU%L*'_Z2WQNC^3]5>_(=?[VNZZ]/^?TY>23[H?'7R18 MO?)WY(VK1R1=Q$85\?#"32*"@&9O%H_:>52;J".DD%0$@F+VJ@'7N` M0!R(]TN7>58J1_&9O^FND5=%;3O8I!5(YUDP.FOBJT(G`%&ZJ*Z9@*?J4Q3E M$!`!Y(NN7MGP9JTIFE'TVI,$#+&08UF!9HF<*F77,DVBFJ*9EUC?>66$A`[C M#ZF-U'A7)N`X$9'F)B&E@\>N8X%^4IV,W>-9(AX4R+=P4S62VKPDS<`+=VBX M:+@*2P_<53.F;[#%$.H#89RLDWY&D=&'?Y43>K^U0\?W^K?>'A.;\>-,?_-_ MM1_,\C7D`#__`"O:45%DCG$I>OH'7H'`TWZ,5K_0]!_\`DEA_ MX/P*RGU5E4DK/I'A)C!2,;"N8K.=C>@XD85G.QQ(][KQF>GOFYX5Z9-B[_@- MI.9$J@&(DL0BG:82`'+#&=J]T].D@`&F.HP%#H4-81J+0R>X4X&(7D&]-"-WA'T#]D+97J/01Z?\`F9NGY"@)A_Y@"/$73+VS MX*E'TD^&:UAC/VZ<;6]N<+;=A8<$Z[2LE8L*/LMR,70EVUIR8T:U"Q.LM4"@ M/!ES-#`=,D[/3:O:;9*4V`89*J)=X&)[J::XB7J`AW`'4! M#B$RM*$??3:_%'CY\Z&$=D\^,,E#B#^*MG<(,YC'N.K'D>77O5BV:>6B,9?@ M=9:KOUF;>"I;I1\Y1(HFQ479D7!/YB`FO)B=,Z\J(U?)EM=IOY?L\ZJY&Q;> MY19]S@X+*)@)FLZ=&?+#CY6JTTK*$2K&0,OP4'?WV[?XV9K2U1)[8%[%C>X/41ZI]`#JT/S[.0HCY-LOCE#B)EP M(40]L.TAA-U$2@0S0_+LVYHV\Q[=0@/YKQFRR7:W.H9I6-I:ZH!C%;G=M2$6 MMUH*8J!_=237$P>Z'8J**?JCQH?EV;YW^6O_``MXZ?\`%NRW^9_&A^78[_+7 M_A;QT_XMV6_S/XT/R[-B5<>9%Y&N6R,1XS*Y,)RDB#.95L6TUTC7D*#,$XDS MFM$J]!=1DH9^?WG`$EG:0(I^R01,I[Z30_+LWM,WEN!-,%4/'.=4"$!4Z;K9 MA),Z@%`%#II&9JF3(8_40*)SB4/03#]HM#\NS^F/Y;>@]K7QT";H/:!G^RY0 M$>GH`F"..)0$?R]!Z?N<:'Y=G5_CTC\X&VC\E=BV+98R8Y6=Y/UGKDHGB!_; MY*@*Q$%J]1)J'6K[F\,X^P%;E&X+HK$51(`O45U2@!%2@`BM9K=+/R-'`/9COM,[25O"(5K;1W!S&J<1CVQ78^1TW>N"43'R\/E)^PJ MA*\I7E)%15PF8SXBR:)2![1E1"PQG2L5XLL,^'V(CH+Q9Z`1D.D]2B$M4L,N M(DLD4Q)(T6_IL9(1RT@01,4CYPS=$46*012*H803^YV\DM8ZPD?X4X&(V[V> M;[KE@17(&+J]3K/D*:RQK[B&I1V09"$LM[\[5[`#&_(GLZX,HYHG(&^(V256&,=>T8Y'B2Z*2A&4SKHL<^3WQU*-FQ5EXC!6_TH_7!T@55G M#JI:L1`G,S.L5=9%>7DFI/<(0P$,(`(AW>MY)/NAO.`3+N?(EY$70E:?$:8] MT=@$E$"'%P+IG531LZ!B(INGB":2A5`!)194HB+RW/RK?R M9V_?]J!L)_N7V7D6;2[JSYE]UKWJ'F?/3*.C9A]A/7+(666,-,OCQD3+O\=8 MTE[._,WLMD.E9WR'&X4UE1C-4++B",V+HTKEW)T?DN%@/X0Z_E`+OO"`B'[H`/"@?E"PQ MG9,UJ,8A]4=8SINFKU,^O6%C)O6)A,R=D-C>M"5TS,,E,"9JX*/>F/S'74@A M^>5_?FC46AD+PIP,/O(8J5#03>%4R:RI2:@[*&,FW`@K'#]35SZ@D"AB)B?I M]G40#B+IE[9\%3'Z3F5TAE-E]VUM%ZWLK4*$?`.O/Z;PNT%HQK:K4:\I9#S. M!G=,?XUBXAF2EFKBK#JB]24>(/C*E%51,4S#93'G3JO'\C1P'`\\KSM9-TVQ MYYL96+ROK;D*][.V)II7-8`S?3,T%HE6QE8(^29-863O6,5ZK-L\G&8SLANHDA)+`N[-@#& MC05`332#X\96F,8R)V)%(3JDR9IDZ].INWJ/41$>26L;0S2X4X&(/D%49(Z( M[ENI!6/;M&.KF=Y$[B5>!'QS8\=C&S/F[EV]'[K=)NX;D/W&^[U+T-Z"/$)E M:7:4)L'A!U#1+I?-N)5EW$8P776+D>EB5199HDJHH`HS(HB!S")ON_=Z?9Z< M%6[DSMA!0`$F9,5'`0$0$F0ZB8!`!Z"("$P/4`'T_O>%K#`72#,>+F^7?)#% MK91QLA'#O@Y>5EL%VJA`=-9K4K5&:E7C$0E/>?(O+&]>G,IU.4%_=3*(>V)" MV6<9OXL]/U_8)'U#->)!`?L']8]._P`V>1JL/T&?,%F'H7-.)C#Z>@9&IXCZ MB`!Z!,_E$>$K#(I=XVCXG*F.)1^\,)&C&.O%9>O'1P(902-FS:4567, M"9!-T*41Z`(_8'"U:F9RMBZN>Q^D.2:#`_*4=)-OQFXUV+^0JR.1-ZFA\Z10 M]Y1HHH4JH%ZBF)@`W3J'!6&S$SQ@Y0%3)YFQ0H5!(5US$R)4#`B@4Y$S+*B6 M8$$TBG4*`F'H`"8`_*'!5RQM>Z.]4029W*J.U71%E6R3:Q1"ZCA-NFT6<*($ M2>&,J1!)^@8XE`0*59,1Z`$K#5L,VX9E7C:/C,N8QD7[U8K M=FQ87ZJO'CM>,'+'332S-BA5194B**:>1*@!'_K M+96\MO\`>2>(BED%X:-9Z8RJJ[(P&9NK+.8@MK63="S[R]Y,Q[I2.\C1P'`WU6>1J5BB;\>UON.F>.]WDG`;9P3/% M>06M^%E'/'$1@ARSMR3O&#V-N!T815$Q%6@+E9./D@97M53043L,97X[)R/" MHZ>/_%#H5(/@504DM=*3)-XQ1W(ODZ]&R*3A[$5)@XEUW4K^$4Z*71BF2;E9 M99%FS23.HH8HG&-19*#PIP,>MI]>(;:C!UKPI,W"U8]+/RE&L<-?J,6`-<:5 M;<;7^KY+IEGKGZ3PUA@?Q*'M519J@#EFNF8@&*)?7J!)BJOW9OIE*C?,H[#9 M(O\`O9F:V!M,_G'6:8A[@S6XGXXG9+A4;]9%:Z8]$<0%`G;I;@8VK6X&RMAQ-1]BL0[/O*38J[KJK,7 M+)F#)^N3N-?TCRJTPLAEDE?K:%281+=DRF6J;>!1&/1]M!0X"JL8TYS1/MR- M'`?+!(6OQ09K"X^2"XE0%O[/7O[Q`G;UZ^G`PR M\9*[YUXZ]&W$E(&E'BVJ>"%%)`SUQ(_*(;&]>%NH5ZY91RS@@-^P"B*)`[0` M`Z@`&&S=G'VPZ\V43;D\COC)=-[&,1,'@-XHU:$2AGSU6V5-QBK';^78KRS? MN9PK"*LT7"/3"X``<+HHID.!Q[3B;PUF"'@F\F?D-8&7Z^S@?Q_NTVO4``@. M#;9I*.>P``!.N9L4@G'J802*7KT*4`2+KE[9\',W.*H//>FRV$K8\?LZWF;60OILY;*>9\>Y MZOWDFSA;L@XJH%$Q;1U[%K]KC)5Y*CXL2G$L9LK32@JK:DW>:I!Y]=TRDI*. M6=)R()NP$%DR&+:IM8UR]B(WDRV-N]+SOB^BX+R*]R'C7&5UR" MVPAC]S(KP6+L<9`L9I.7QI64?Q=R8$8\GM@X.18Q#'3+Q5-OHDV\NR16_C0V MO23$P_$QK'"@H<>JI%&EMK!V[@J@``E<(JI%.4Y>ABG*!B]!`!XBZY>V4E/( MTCHI7IY9-C@#T`?'_I^(@'H!A#8+=$`$P?E$`]`$?RM M[A*P;N5=M5/(MNB5S^)L3L4FTPURJZ83C.'!4@*.XEO+M%@*N)U2J+>YV"1, M"(II,>?B>4/TULH@AZ"7=;QW"40^TH_MVZ\AU*/VE'H(AU#\@\0962++%/6#`28QC4R9VL<),4U,HL6QTD6Z1T&@A[9!*F0HE*'0H M!Z!%BT,H.%.!T+M24A]8-CR*#VIGP+F`IS#V@!2FQ[8@,;J8!*'0/7U].$FT MJ=7TP5_S%?MTLQKY?TT:UMLOUS]:%/Y&S@.!0X\V>7=E*;Y,]DJUC%?4XF"SP M/C_2S@RS'!X3D-@93];5F7QU#AKQ^GC97)DFZC$X@5W7Z,]QX93H]'VE#>YR MPQE37JOC\C9P'`B`\WYCET?7]HJ"BYLQ8N1;).O;%NN\O+#.=F2/B_363\=FE?R'0/UE-;\5.%'P*LU3/#.JK'N M?E+&CW#MD1RX!7O5334.5)03$ZCV\DKC9G=PIP-HGX"!M<',5BTPD19:U8HQ M]"6"O3\:SF(.=AI1LJRDXB8B9%%RPDXR19K'27;KIG262.8IRB41#@8D*^.' MQYK*)*JZ(::G41*4J1S:Q84[DRE<-W12E']"?0"N&B9P_<,0!X2D=(<5F_%7 MXR+&LY<3GCUTJDEWCAL[G;_-XK)MQ MZ0VEMXCO%FSC?R^/'0$H M'`NC6GA04(*9P+K-A8`.01*82'`*3]X@F*`]!].H!P4CI#KX/$]XQ"J`L3Q] MZ=)J@*HE42UWQ8D!^A/(M(Z-G MEO&=XY9Q!9O*Z$Z:NTES,CJ]=9L,I*">.7.Y8J%70IB2Z:C5=0QB&*8!`1'U MZ<5DVX](C>(?QB^.*`567BM#=/VZJZ9 M4E3*ZZ8F>=2%-W`!2OJHY*G][\I0`1Y*RNW&.3>D_'-X]TGII%/1/3@C\Z+= MN9V763"I5_9:++N&R8*!2>XI45G*AB].GWC=?W."D=&P3OC`\<%EDGDO/:(: MCR'`1\@PSZQY#CW530,\:T1JHW265376<(D(D4W4QTK#.5_)WQXJ?* M-JGBCQE:)0V8)W.\-.J_+2AM/MN9R$N.5[D+AZ\:5JY5C!LO3KQ-72R MO7"[0T0^>%DE5A,W[^[IP5B-&\Q>A^W9 MJG0W%%?IME&[-4JYR@B=,YU#='=JI'S`:P M0]HI-)E\5[V1=MR2F[7Q_77OCYW%2E;JUCF[=[*.ZNT+APZLXUB&+M)=XHV! M0K5!0JBO840$5#='?T?B'\SVA4['8[E(ZS[`N&66):PP..UV^E>Y3Y*XSM4+ M:#V&%K+B-P.]:V*7B$Z5+'<-F"CE=!..<'4*4B*IBJ&Z'(F_EQTOD5K>S@7F MRMDEC>ZSJ4ISI.OL;>X;6M!;`#9.LN6U.DD)@Z;\[8X1:R;D`% M)1,QE#='?T;]"^4?56P/L:QT1'[0/W.7\=+Y6QN5GI'N(^);:$U-3RKV.&.Q MP&LL9#3\4\CYB+<-EV[Q MJ@NBLB8IB`( MT!-V=>GKP,9?'FZ>O=!M)'D@@S;/76I6NKAPA'NU'S`AUL15!0/ANE6S-59J M8I@$@F2((%$`$/3KPD6AT]L*/_Z2WQN_S<5;\@/\W_Z7M=!]?^:'+R2?=#^X M&,X_C._(D7L1^(&`_'T8%/=/\CY0J;<`HF*'M>T"`(@00/[G<)A$!*```BY$ M>Z7:WD;_`)/7?#^TSV@_W$;QQ%S+VSX,@<+_`-)W$W^UI1/]2T5R+%G9?"G` MC;\OW\FKMS_M;-_]5E;Y8NSE[9226C9)(ANJB'C_T\!4O:7DS_:?"/JXKXL'K5U4MWT6\;\!6/\HN_3)Z MX^8BZ_&'1LVR;X)+V4C">/[&CU)K[*G0X_&]SIVJ%$4F//QER_RB?UM=%_MU M?';_`,>[7CB#*R1;D:.`X$#GU!8N@U1PR#-][#@=DXOV&*[EJG'R#@,*YL^. M,BU%$TH[09J]%/X(HF9/]\?N+ZG7UZ=>1J+0R3X4X'0&V*@I:L[+*@JV0%/`&9%`6>E,=FB),=6,P*NR%51,= MLGTZJ`!R")0'[P?;PDVE2^^E5C]N(K.3!^3\)N;)GI#/1 MJUA/)&4!EJO#MGK>VVW]7BZRS155S7'!V;UD;L%9N0#)B-EG&Z^!R-G`<#SP MO/G0-,;'YF)^V9OV$RGC;8^K06G)\`XFJ>%$KY1LI*ED4G3!*WY&-:8@V/P= M6/W&:QA:K`BV`JY07,(HA88RX]'H>\C9P'`A3\_%J?TCQ\OK5%5R4M\C$Y\U M]^%686>CJO*3+J2R-&0Z+1I8)9%S&Q8^Y(@=0ZR9BF2(8G3J8!"PSG;S9O>. M=M#M-!=,$(`S$8HNL.$CMBQRC19H@=;'D`LZ:$78G.S<*,WBBB2BB0@110AC M`!0'H$FZX^V&9W"G`C9>;DI"- M]H$G\O8=TU-!HBYG$W.%=@D%H-J5J5\+N:15Q21:(9_"."P+."I)BE]\#=H" M/+26=V+>E_+IX\V;8SZ0V#"*CTEG2#F2F<4YNAHQB9@P&4D%)&2E,;,V,:VC M8XAUG*SA1-)NFDJ*AB^TIVJ&Z$B,/+QE@B(J>A'S:4AIN.8R\1),U`6:2,9) M-DGK!\U5+]U5L[:+$4(8/0Q3`/(TW'@.`X#@.`X#@.`X#@.!33^K>HFM&1'/ MCIKVV&>[CKCBH)3:V0)D6C89YW$L,97\OLZO\=FA]=V]U1P[5-<\1X7FZA@?&>`6ERRILML#OK$3^ M1\M63'E6V"K-PQ[B?!F=:A5\3P]M;@CEZG&N&)KWN@2_0^0J-B&0OKXV3);.&P& M2767:==L<4)[%++KK,GS(46#(Z;QF03IRJ[8B8B8NE07\-/C8<+Q#M76U+YU M>2<-Z]()Y9SHC)5YL\2;H/FL#(HY.3>PK61:M$D7*351)-R@F5)4#IAV\5EK M;BX23P4>+=".KL4QURL,4QJ$G)3-41A=D-IX4U9DY@)L58&)5@(%5E@+;MHI!0"Y6)5X&$.WVA3-$PBY8MJ!V; M<4VY@:H@)!]I/M5-O:/5R"C>"?R`5:U8==PFQ>A6'(#%&5,7Y)BG6'=?-D%W ML0.+K7'VR%C(JE7/9)[C^1B_G1J918N&Z*/;ZD42,4I@5-O318VTUUS/J5K' MB'79:]/,F.\95YU%R%\?0+&K+6>5E)R6L-1%(HR;X4X'#LB%9FQ_>BR!_;8&IUF*^4_._<9C"/0#IO87^4M\;G^U7OS_J>UTY>23[H??`W\IGY$?\`:*\?G_YV MG'(CW2[0\C?\GKOA_:9[0?[B-XXBYE[9\&0.%_Z3N)O]K2B?ZEHKD6+.R^%. M!&WY?OY-7;G_`&MF_P#JLK?+%VX`?M`[I>[[_=]SKW_O>W^^_;Z\O)G^T^$?5_?&F`!C_:GH`!U\C7D`$>@` M'4?VF[\'4?W1Z!Q)C]7T\HG];71?[=7QV_\`'NUXX@RLD6Y&C@.!`C]0F^EV M.JV$U6C9XZAR;'MW,VFS:).3G^%@W-SF+0`XD,X3<.7Q`(B5,0%500*/4!Z< ML78S]J5G3$W?I[J@?H)>[6K!1NTP=#!W8OJP]#!^00Z^O(U%H9*\*<#&#=U2 M72TOV[5@&[5Y/)ZP9]4A&CY!%TR=2Y,4VPT:W>-G)3MW#5=X!"J$4*)#D$0, M`@(\)-I\%+;Z2G%6N.+-R-ADM=-J4=I&5JTSI,_?WB>#[YA%;%]M/E2)(-%= MM+R]D/TP>K).*L=^9IO6 M:XQNI8::=051K;T<:VUNA)PZ[@4IUJKWG M]Y$Q%DSI`G6)G75Z#?(V/$O:[#=2KB0P@)0,`V&<[,W]"GT=(Z1:B.8I9%=D&MN%FI M5&Y/;2!PPQ[7V+Y(">VF`'0?-E"&Z!T$Q1$.H>O(L699\*15Q_1[AD>'6HV8LHOXO*4 MAB^]U&RW8N0\28#I.,(>KY&DYB&:,&J@24L8T8O)2\N[6>%,F*\M;+7NK[6S M,=:-=V-U@7M6N3/!>)&MMK$BV!E(5RS-Z!7T9Z!?LP=/0:/8B5(JW52!9;VS MIB7O/T[AC<6=Z<*;?\=C^!/.^N]/U+R50\L97I^L(YDQMK7?K/UQD_72;VI\3F!<`; M106V5JU\M.:0OSECFRN;!9MC:&CIQE*C-W;QOEBG9.P-O9KY3W>1[_`*WQV0Z-F?#\ M'\1*WYPU-R@G7IO)56Q^#D$$YG+N/[=CZ"L]2C'#IHVEG3)Y&"JDI(D5)69B M:UAFAA3-&,MB,4T3-N'+9&W?&F2*^SLM3LD68X).V+H#$6:/6BY$GL1.0[Y) M5G(Q[M-%[&R#=9JY22<(J)EC5W:/`XIS/4BY0;(4RO)FJV&*:"L) MP2!S(Q#QF@*HID44!,%5@[NTIAZ?8`CZ<#$_QJ2R4UX\-&7J+9XS`FI6O<('`!%3WW*/0!("@EJ3>&O MPT8S#R>;VQRI$3'F]8M"+.U5;I%(8C1"S[DUP[=\H(%47=_+C#G(/WBE1,4. MH"`ARN+%%9<$BG5%% M)1<#&[0$W:`]`Z\$ZQ,=G9&M=B:V_7/`-L9(.&K*T84Q78FC5T*8NFS6:HL% M)-T'(HF.B+A%)R!3]@B7N`>@B'!%G=?"G`CI\N#%5_XU-S/:,0#QF$[%8A(< M0+\A.JKL;*LS(H8Q4TEGR,29$ASB"9#J`8X]H#Q%TR]LI$DE/=235Z"7W$R* M=HB`B7O*!N@B41*(AU^T!$.%1LUB428^7_-$&9!PHO9?')KC-HN0*0C1LC3M ME-G8YRW,85#*.'#Q2Z)'#H4I4BHCU$PJ%[;R3^WDUGC>>G&&W4@%&;-L>J^1 M[<5E[[$ROQY$EHOC7):+P4%P%1L\(A>BMW0=YR*ND%%B=B:A4B)3'GXOGY6R MMFNHS:TNFY':6/MI-%,@F;"0@N'!*INO@*16;,%5.I&S]TW*=)-4WW2B?U]. MO$&5DD7(TI1$H@(QJ+1X,J.%.!TELPP=2NN&P,6Q5. M@]DL)968,UTVZ#LZ+IY1)YNW5(U^6>F.`M3(;55DPT9@$+Q'P>8LCY:97^U5[+]):&NAAR3[[^K.9)* M=/[C%DN=F42`)0Z^O++&-*Z=_H]`/D=#@.!26\XL%Y%;9Y"LJ_LL9#3@M-H/ M`FJD!O/C^1ON.*DTOM>L%XRL:1CD:C>U&EDOZ+['$DLV/^`"J<3"+N#= M1#*NO2BZ@"!5/CAFRD``!X_]0@# MT`,$4(`#^8$0EQ-S'VPSCY&C@.`X#@?P1`H"8P@4I0$3&$0````ZB(B/H``' M`T#>6BW:0KM)*/=(%=?!,LW>-UD@>]Q"?#%1-0Q`==ZA0]OKW]3`'3UX&X.2X#2=H@R!GI:`DT+ M]C''$D_J1<9PY+;"0T]EJ3BJFYDY%!1`2L@5^6X(F<4@Z$.(6&].-:,`[-^,O:G>+8+$%#OTED*RQ>HV"-@JVUMRV<R.HVC6 M,MEZH3D9[Y4&`2SF&+*"AD"_P`\,93X3(4?C3+$G<:E%RME=J$;KOXD$553BHD! M^\!$U$QTHG/Y&G%;S=ZEC.E6[(U^L$;4Z+0JU.7*Y6B97!K$5RK5J,U,@CP,)Y?RF:&04"]L\IGQJW@8^"G+0ZD4\>99=IEK= M81(XLLZDDSH3APZB:\W5*=\X2(=)H0Q15$H"'4E81*GWK\?C>Y7G9'QM;ZU[ M&;-CRS0LF_J\G,UY^=G8ZHZ*FNS=+(+ M(]ARFZ&Z!%B:Q5D7PIP-'(B)8]\8HB4Q6;D2F*(@8H@B<0$!#H("`_EX&`WB M?557\9VB"ZZBBRZVK&&%EEECF56665I$2HJLLJH)E%5E5#"8QC")C&$1$1$> M6;LX>V'']K/Z_;Q6_P"V!MQ_Q5+GP3>&NQ?_`"J6XW]I9HG_`+K&\?(O-WUN MTY=L],MN7;`T61\UUBSVY9&G')F<*5VABJUJMS2[L@&,UBP6*'R%``1(EW&_ M)P39S#6=%-MKAK\W18N(M)OA+%**48\09-G<H-BI)""HHBF8B2=1VBME*U_#2_BVP>D,`Z7E'*C5JT8SF[.OD:\>%.D4ZAW+9!P)T MB%*<3J`!>T>O3B#*R4#D:.`X%?/ZD24=P>E&(YE@111]$[-DD6()(I.#)O&> MK>TJ[5P=!=1))5NU7(554HCZI$-T`P]"C88SMYI4/'T\7D="])9%V8IW7-K$NGUT\RMGO6:]NI_#&PU'KFG:^`<#,(*E2$/D'$4QZ5^.CT,N1T. M`X$//G(@LC7'1UICS$L)'V;(>2]D]8JLDX5 MCSRM78R!V"KA#\PX49&<"D90GW#B3N+Z"'$W,?;#/GD:.!A[Y#)5"$T&W;E7 M+I\Q19:E;%*"\BTEEI-N<<16Y-%6.2;@*QWY%CE]D"]!]SIZA]H$FTNDJ+XI MO'(K2:.\5F<;P:,NHZ/$-#.%)5%$%4DI(ZHB*Y2G,4JHF`! M$/7EK*;<9UHY,KXGO&PLDHB?2C7OL53.F?V\?Q2)^TY1*;L52*15(_0?0Q3` M8H^H"`\5DV8]&!NMWB?\?EWR[OC`7[4G%\E&8YVSJM=QNR$DLU2K5&-J)K#: M&<'%!#3K4K:'=V.TRL@NW/U,Y=R"ZC@%#'#HJD8Q6=.?T9R-?$1XP&"(MV&A MVL#%N+PLB+=EB:KM&XR)3%.61%!NR32&0*CC>'7B5\:;P4!6T MIP"'QU063^/2&33JZ#0R`+I^GJ13N(/[G%9-F/1Q24\,/BXF!7%[I;B$ MHN$V22GP&]AB``C`S@S?V@B9YD#+J=;IM9#2S#Q4DI!_)D&-9SL(M\J25%9T!W,+.1[E5F!S M?F6QCBW;E^ZD0A0`.*R;<>C9F_A*\6+3K\33N@M>IA,/QK#D=#J845FXF'VK MJ3[PMW*B?7[?;4,7[#"`JR;,>CFK#Q'>.)BJ9175*@3I3)]@-;E(W*]1R0]Q M3>^VB[G9YZ-:O0`O:"Z:1%@(8Q`/VF,`JR;<7UEO$=XT)J.=Q;[2G`I6CU+V M5S1].0AWH$$Q3?P>3B%F,DS4ZE_?HK)GZ>G7H(\5DVX]'"E_"=XL%Y`\J.FF M-6[X[D'@+1\G>HPJ#DIP4(JS0CK:U;L13.4!(")"`00ZE`.*R;<>C@OCQPQC M37#1HX#@.`X%1[ZKS%&"LT471*D;);1P&GN)S MY3S1,.2,C:Q9SHM$J2,G'0RUCMELQK9(&!AD9286;13%60D MGZ:95'*J2)3&#O.0O4P$FRJ-L[CCRV;([G9/O^/M8=Q<<:^Y-T9E]7F5>M-* MUC>680EL1W:E6'#DH-CS7),*AC[)>5)Z,N$M9HR?CE4D(=NW69.GJ34[>L3$ MS:J/W4R\97U/U7WNT4/I+Y+9*R9"R[4,>2=+Q9B%YL3JWB'(^-K53'>3,E/\ ML5&3L$^]O5Z@F33\6B(1N^9QL?&1[8AG[H570U*TK%)68/))Y$L&9,UFBJQ2 M)?-^&;2?:;223B,J[!Z3[48[PWCE6M;BX+L:U\R-:,K8YQ90&E/K+6,4>.4I M&Q0Z;TJ`MBN4E%2&Y(AK+**><,U_#4_/*^.?!4JI9(2Y'D[+L/(GN-9;),ZU M;COMG,RNC6JNLT)&80:0%C,K\QDD1X[(FV7(4JZP`"ADKC9)_P`C1P-%)?Y' M/_\`O)U_VA3@8">)K^3)T,_M4\*?ZAH?EF[.'MAL6UG]?MXK?]L#;C_BJ7/@ MF\-RQ>*/\:;N.'YWY(:8Z*=?5/V`0_6KO#VATZ>[[WN=>OKV]O3\O7D7F[-\ MB;EPR\?F]+QHN9L[::<[..6SDG3N;N$,*7=5%V?! MWG@Q-PEA+#J3MP1V[3Q9CY-T[2;`S3=."5*(*LX3:`LX!J190!,"?N'[`'M[ MAZ=1$6=I\*<"-KS!*J)^,S.EIF&BY1F@JW.FN4 MS^->*H?<,4P@H(`(=>6+LY>V4D292D(0A`$I"$*4I1ZB)2E``*`B(B(B`!^7 MD:1UTK^5DV-_]G]J!_Q@]T>7DS_:?"/JV_QQ?T9Y`O\`VD^R7_T"QAQ)CS\6 MR^8>24B]')A8`+\5QLEHK'2AC)?)`D1([P:\LY(_P1?QA)'M:K&_@YEBE6_> MCU^P4&5DH/(TSQ]Z*DZB;LTYUD+W&'N,;M MPI20[C&Z!W&-TZB/Y1Y)NUC[8\&9'"G`Z(VE451UCV,60`YETL$9>41*FI[2 M@JDQ_83)@17J'MG$X!T-U]!]>$FTJ.OTHF&M=<2;WW]S@'<6!VR=7GQ\K3^3 MX^&Q#DO%*N#[D3,6$5#X_?K9")\:[&%619W&4+B!NM,N"I MOI_%T55YB,RU)LK&M\D/G.VI%&0%:]R8)E4-88RX]'H@\C9P'`CR\C7^,/KXG#^YXS=$U.Q-/OU=P\?VTB]B2??3HPWMI$ZF$J M9.O0H=1Z`'V\36:*U0\@.Y>LR6MV12/_DSJ=_P[,>?[T/&A7+HV-+;'R0(2!V\IXFY=9@BY*0\C6=W];I4SEGU M534<1S.PITU55Q[@I'(DY,T*9`5#&4(J0B*S0KET;\?:'R"R'08/Q=R\<"74 M'(9"W)UZKYE1/_.AB0H895*Z*3M-[WRA8B01)[8*]3"1H5RZ/Q^TAY(_^3.I MP_S/V[,=^O\`S\1`'&A7+HV:&VS\C*DN=E9?$Q9H^*_#R.4IJM[KZQ6(HOCH M)+_AJT?,/Z<[2%+N.B=8ON)@X*`%[T3>\#0KET;_`/M9[R_\E/F/_A2Z:]?] MV#IU_P";R+6>CY?M(^2`WWB>,RJ$(81%,KG>G&R;DI!'J0'";?%+MNFN!>G> M5-94A3=0*Y(/N*JW[<'6J!BCH?O13:.J-+90DU9#O,`@FJQ00%,# M"*X&`I#BL]'#9S;;R=1+T&C'Q%J6=#V4U?Q.`WVUY18`OUN3]]( M"`)A^-[70P=IS#U`&A7+HW6`V\\AKE!0UG\1V1H9P`%]I*#W)U$L:)Q%1<#@ MHX?7BL'2`J14S!T3/U,>)V8DX!O8^6*C<&P=R9#&$3B+RETY& MC@.`X#@5(_JOL@:PXTQQHU9MNM?+7LSB`,LY@CCXSIN9)/!8ZBS05D_ M3B(@YYX9K#IH."'8^TF1R+@IC'_-]A[#.3D_AP\6*[[1'5+83".^VZ.M899P M!'NTJ!BB6UNFJI`TFU9*R%F"`IKUSD/7&WREHD*?/9*E?;D9%5P_;KOWB*"B M354&Y%68PZ31*%_%)1MJR+A?).=M]_(-L6ZP;F2A9XJM$R3E/$41B20R-C&1 M_$J1*3^.\98+H4:\;0[@`-[*:J(*J]53#[IA/Q5K;UF92Y\C1P'`C>\<:"B( M;W&4%,0<>2':-=("+HJF*G[E)2Z*D24.=LH)TC#V*`4XE$#].TQ1&RSCS\6T M>7=5ZWTR,XCK)C^G/FNS^B[UM;\R3&R2CD:.!HI+_(Y_\` M]Y.O^T*<#`3Q-?R9.AG]JGA3_4-#\LW9P]L.-;5I-U/()XJSFDB(.T+;N,JC M%*2)40D6QM8II%TZ1C!ZF?NHU55$`5`/X.DNH`C^=Z")O#D>*F,7_&>;GRB$ MBQ_%1U'T4CGT.F1,)`&Z>1-V';66T/0WY`3/\`:?"/JV_QQ?T9Y`O_`&D^R7_T M#QAQ)CS\7Q\LD4:>U-KT"5\M'!-;C>/2,4=H-VCLZ:3G>[78JA192"+A@](H M4.TR2R:B9P'H)1X@RLDMY&C@.!`3]197G%BTQPZBU66(I&;8TB749HLD)`9M MDWP]G5I)UM5HZD8ILJUL,8]69KE4<))F16,4P@4PB%AC.R2_QU_R?FBWY?\` MT.M9?7]W_P`RM)]?7H/KR-1:/!F/PIP.AMIP..L.QP)G*FH.!LO@FH4AQ MQ]8>TYB=0[BE-ZB'4.H<)-I4=?I*KCJ5>-V,ON=8L!9'P=*5?1AA!9;WUXE\/8NO0XJ=-YVWPYO>R78H M&5O&+HPN.ZBVD5%(XWNM`.H]2[#F*8+#GE>5Y4.H@`CTZB`=>@]0Z]/R#Z=0 MY'1_>`X&%&\K)JXI6`WCA!-P>(W5TY=LTER$50!T^S[2Z_\`(.F:4 M6;F`0%)TFDH'[SH*$GZMN\9""+3QZZ:L6R*#=M&Z\XSBVR3=%-ND5M%UQG'M MQ]I(I4P5.BV*900``,H(FZ!UY9NF/MAG1R-'`PJ\DS!&2\>&]C1V'%>-)^1,D>0G,? MTV8?G03!%`SV3KD:]=&11*(@DD9=-"F75QB.UD\KK"60?+^5+$$U&H.%%!A);QP M58B#MN8JA4F[U]";.PK\3)]Q3"=`[<3'+]@%$2\:%,NOP2F4["R'D= MQ9!%0$3)&H6A=>C%7(G#HWR?LP-T'M$VD6&3%`>GH(E"WE$P`/Y.H=?W>-"F75Q1UJYY5!28?A_ MEDHF^\C>O<\H<2B1>1\=R[4Z0`*@B4I8?<6-2,4P'`![BB/0@ M=!`1'JT*9=?@^@ZS>1@PB8_D\CB&.(F,1OI#ATC=,3")A30(XNKIP5`G7H0% M%53@4`[CF'J86A3+JVR7U@\F"K%0E?\`*97HZ3$R?M.IO0S$LY'D3`X>\"D= M'Y,K3E50R?4"&!V0"&Z")3!]T6A3+JW&-P'Y1F1>UWY&M>I@>SM[WOCNSIT[>@`/3KU'C0IEU^#6N,`>2R3("+_R,8AA$B&!4CFB MZ$1,;**G`!+[#I>\;*9'C#L1*83"5)FBO[A2B"P%`Q#M"F77X.(/]7?*.=V4 MT7Y6*2U8>T[`Z$EX]L92;T7!@6^`H1\TS1#-R((&%,5B"V,9<"F`AT>\!(T* M9=?@WQ#7_P`I2222:ODAU^75`T8M3RZTK$RN%X=V M63KFP-=;(*TQ;(63C$D6T;4&R:KDDF5%8I2=K=(Q3F528WFJ7_D:.`X#@.!6 M7^I,F-LZO3M);)HWBIOFS9,$<=3+>Y5)*M MMJ:2K6IMD"X-[#7/T3:-&#>M&@Y9)9J9B5%(&IDA3[0$H\DKC9*9PIP'`<"- M?QNILT@WU(Q;?%1_C*-I5%$Q`4TF/4H?"!7J/3B#*S4>(WO)X_\*-31]5B$HRQ9\AF410Y%:7HQ^7( MB)B*))N5W3A]2(N,9(MX=1110YHY-$3&$>H\DKC9))PIP/R MXAS]IBSDO]I\'?NZ3-I(Z<[91[]LB\8O]:,[LWK-RF55N[:.L6VI!RV72,`E M4171.8IBCZ"41#@FS5:=R#Z6U'U9E)1VXD)*2URPA(2+]VJ9=V]?/,9UAP[= MNECB)UG#EPH8YS#ZF,81'@BT,C>%.!'AY:TR'\9>\YCD(6+LY>V4@S(QCLVASF$QSMD#&, M8>HF,9(@F,(CZB(B/(TCC8'.AY?K2DB8R*4EXW:&M(IIB)"/UH?9S(J<2J\* M7H#E2+3FGA6XGZBB#M8"]`4-U2YO\`%,R0;>2#(A6S3O0, MFF5WK=JU).72)&QSI)%EY!\L^.'H<57)S*`"AC\J1S\7Y\M(BGHU>W*9A3M=P\#*M7C58H@HW=-E2@=-0@E.0P`)1`0X@RLDBY&C@.!" M)Y[V+9_I]C,CDAS@WVAQR_1]M99`Q'+"D92=-S"=`Z9S)@JD'>F(BFJF(D.! MB&,`V&<[>;,#Q6K++^-S1]1=95=0-9L2)`=90ZIP20J4<@@D!CB8P)H()E(0 MOV%(4"AT``#D6+0S[X4X'7>7TT5<3902O4!#IPDV4G_IFK!N=9MOZ(VVOU>AL"4FJ^->83UGMM:U^@<$!F/'SS M(.LS):[6BP0S6,>YO>JP;.'61DG@O/C*22K@A43OE%%:S%^VOT7I.1LX#@4' M//\`8P:7KRTFO9]VL4ZZR&+L+:D%8ZVVBX9$A+UM@*F3O<%AG*U7 M;GC`!^'CPTT"5.S4E@U[QN$JI')K)1RDI^`-OQ%2.2*!53&4*D M)0.(F`1XFYC[89W456,4I2]![A'IT'A)M+&W"'EA\9KC&6-X-??[4%.=BJ)6HJ8:.,]X MRCA:RT'!1K"9;&!Q/M&Q!;/R&('9^;-TZI]2\M)3=C$:R[B_C1?&O_9^:;?\ M)/$'^N[BDF_'JP'U?\D7CQK&S?DOL]@WAU5@X2Y[(8=F:M-3.>\71L-:HB'T MJULK3^1J;YW9D4["S86&#?1[A5J*J9'S-9$!%1,Y04E(RQK.O%&9=?\`+YXM MK.]>1T3Y`=2_G1[=!T\:RF;J+7UD4'/;[!Q+/R\9WBJ4P&`I>INPP&Z=H@/% M)7=CUJ.$F_PL_8XF3"HU!,7!%20L_(';"F"I?YX!.HC MT#J(#Q23=CUANT;Y8?&)+IMU6'D#T\5([;?+0%38;%S43(>RQ7[C%=V5`R1O M:DD1[3@4_4PATZD.!5)-V/5N_P#&B^-?^S\TV_X2>(/]=W%)-^/5\U/*7XTD M0[EO(%IBB7[>Y;9?#J10#J4O43*7`I0#N,`?WHAQ23=CUALC;RV>+UX=8C;R M#:>*"@V8NU!_:#QD0GQY)\YCF:A%#V,J:ONNVARB!!,8A0`YP*0Q3"I)NQZP MWX?*-XUB@(FW]TV```1$1V3Q````>HB(C;N@``<4DW8]7V0\G_C<<]_L;]:; MJ@1,JIA)LGA\0!,ZJ2!3]?TOZ"4RJY"_WI@XI)NQZPU3KR9>.5F0ZCG??35, MJ3D[-3ILSAE0Q'*92'.D8B5S.07R'7["N3L?9>HKC#N@L8C<\8W*O7RJJ2C5AM`]=1A+ M!5Y&4B3231G)ME56_O>ZDFX2,8H`H41@U4<.3JS>MJV''K-W+LU+2*9D"I']M-4Q` M$QNU,X#89R2K>$2#)6?%;IU7D[E%Y'"&H=FCCY%@Y*3F8/(*S3)=W27O4)*S M2:,M(P]P6*:1:K.")K*(.2"8A!'M"2N-DJO"G`\%ZOO@J*RZPI>1 MC9%F!G"39$Y`8Q^/&942%:`"9D$01[$SF_.G3`#*??$W++.//Q:+RT$<.=*+ M'%-*]C2TNI_/&F=>;0V9SE+B)TO-;DX%8(ADX@M'ZJ]"]U8`EDTD%ECL15`A M#&Z%%!E9MOAT(LEX[\(HN(RGPKA"T[%(.(;'B)F^/XE=#9W,J*T;1$#H-3I4 MQBH04HLIDDC`Q*EU(0?N@DQLDWY&C@:=VK[#5RMT$?9;K*]`$2B/MIF/T`P> MI1'I]OY.!@/XJ'2S_P`;ND\HX.=1::UUQM/'%159PJ09V!;S`(JKN#J++J(% M>@0QS&,)Q+UZCUY9NSC[8<3VW;`[WQ\4!!543%CEK:Z8*4$FBR*XM]/\GQ8I M'*X;J+-U>DUWD7143.4"&3'N(J;H)O#>\9-U$_*;N`X,4@)NM+=&`2,55$QS M"WRSO`53W$R',LEVBH';WE+W=1[>O0>D7GY,@]Q?ZT7:?^UQSA_N96?@FS2: M5_UG&IG]K-@?_GY>G[4%R]>G[G+R9_MY-WT%,1Q;?(C M(IG4,1_Y$,HE`IT!1(F>$PCKQ5UB(BH@W=+)BX@3F$ZI/50Q@2,HW!%0Z3'G MXMF\N3A%OHED`5C&*"V7M0FJ8E355ZKNMQ,"((%,"1#B0IU3@`G-T(0!ZF$` M`1X@RLDIY&C@.!"1Y["(GT\QT*X%$B6S%`7*)A`O8JA0\J+(J`(B`=Z:I`,7 MKZ=0#KUY89RLS6\9\8[A_'MI;'/F#>+=-]:I42X3[$Y%59X M7W4U0./>8>IC"(?=Z!R+%H9P\*<#K[+0],59,$2"ITQ]P"C MZ")OLZ#PDV4:?I7,<6S'^Y;AW8MW<5;=Q]U\;PV*"IN-,PWG*#_6-J;*V`%! MQ/?H:X1[%ECRS-D9!)J,=%F5:`>*7(`@5`@FO)F/=QV7U^1LX#@>?%YYYWQ^ MM_,%;(C8^G[.2^V+NO:<)ZMV?$4Z]_X>@[R.AP'`AB\]LB##QX6-,73EM^)YPURC`(W; M%<%>"MF&K+_$=F%=$6K4_P`;N,J`*"!B%#L'NZA89RLRZ\:']8!J'_M$T/\` M^A*7)-UQLSCX4X`0`0$!#J`^@@/J`@/V@(<#C`TFF&]#5&L"'I]L!%#]GH'V MM/R<#\_H-2?]!]6_TOQ/_@G`TCW&^/)(B"4C0J6_3:N$G;9-[5H-T1NZ0,8R M#E`B[%0J+A$QA$AR]#%$1Z#P-T=5*JOE3+O:S7WBQ^WN6=0T1ZBZS"ATQDJZ567=*M*O!ME'*[A3W5UESHL2&6575^\H^H]?5I^Z(_\_@?S]!J3_H/JW^E^)_\$X&WR6+\:3+< M[27QW1I5JH04SMI*I0#YN=,RB2HD.BZCU4S$%5`AA`0Z=Q"C]H!P-25#JSYV=-(!!),SAU%*K&(F`]"@(]`#[."CD]7I=. MI#->.I=3K50CW3DSURPJ\%%P#-P\.0B1G:[6):M$%G)DDRE%0Q1.)2@'7H`< M#DO`A1-!%=UV>?7^OX9FS,$\VUF>4-CELUB-BE+]%313G M)*2M4+#DD>OSP4#WA1Z>UZ]>6&,[:V2^^",L$7Q%:*_HN>0-5S8>45K/XN9$ M\TG7%KE:58)"=.U219FGFT4=%-\+B$*E1I*@O4ZR9AL[F9H-=JRX1T."U:@Q1^*P.#-IW-$DQ]A'K[9 M4F-DGW(T<#1R/K'OP^SJR=>H_9_.#_;P*[WC@\DC/'&BVFF,7&BODJM[BL:Y MXAKP7>@:BSUMQK9#M:1$IMYJJW2-LIHV5K4N/:=J]-[)/:4*=<$`!0"68U<\ M8U$TY\G&(=*]J1+;'R;LW^MNR%6?Z$>3:O*R^O68&Y9V9U&DAJ<:F M^HEDCSO9NSQ-PE(:&91R8J.7)W*R?M-4A/ZB=(JBB[NTI,=+R>WIWJ>3N(?L MUIP23N(/<0W;BZK!W$-T#N(/3T'\H2A4"I)E!4VN]00,H`$``4,BMEU-9$3@'7L.4IB]>@@`@(<4-W:4!ODULW MDRV)VWH>:-'-;O(KK_%1FO*.*['8'==88ZA9^;;VW)-L3CLAPU$O$MD>5@HM MQ+1*L.O"NDP)(.''SDSM"&*H9FLS6(EFQXH]GM'(5_D+)>J^0<2T&NIN=S,&KH'F[=D(*Z MW9D?/623%/V6[]073Q`!;G2%0R9)FLE6&G2C4SMO M);@XQBG1"1SV9.FB?&F:)`%THB/35=/W"2T<3VNTH_'6[7'0?9Z#88SFD>:5 M+0\K4ND6GWPFY6K536+!*Z"!6WP_;(YQC6''0[04TC-U1%3J1J+0ROX4X'2VR4D^AM=<^3$6]GQNG4?=Z6;,8TW:=_H]!3D=#@.!Y^GG@S3D$B3HJRP*%$H]EAC*_'1Z!8#U]0]0'U`0_+R-G`<"%CS[*I-_'C87;I7V M&#+,>%7;U4[24>-NB%S;'CD7*<08KM$'Z3[Y>6&49.FMX6132?Q+.K/DU&+=!4O<1!N3H)@Z&%)C9+=R--OE9:*@F"\I-RK-RJ!U3,NDV=JG1*"Z1?%)("\A+(W.*@F.=,1%N<2G0,F2LQ37Q<>\OUAHET MT:GXEG&X\S@U5V$TD6E,225TK;2&R9#CNC@I-[1I=^X3FVK2)MR*2K!=4[-V M0B2BAA15`AB"@RUCS MT>9JQ-TJ+F42),IEA5Y*-49I.VI$V;@B('0(FB8A"I,;)-^1HX&F>I'79NT4 MP`5%FRZ1`$>@"=1(Y"@(_D#J/`C]\3*A1\:6D#4!'WH;7'&M:?EZ?=3EJM!( M5R913-]BJ*,K%K$(H'W5"%`Y?00Y9NSA[85O;[JCO+Y)<^^4K#FO.RY=<;[K M]NP^@C9HF-FMW0OS&DW*-@,B42KT?&>.LHP^OU.HS6G+*1`IF@WTBH=-8XF; M*=B@JIMF9?*V:V[B^*B#\>[O9[,;C.TG>?(-JSA"4V9H^X.^#S)+E6Z9E:W! MXVR-@[)639;!5QI%CQ[79>JNVK*+;J)I.6JXI'.5=0PI,>JV'N/%*SVHFU$& MBDU66F=<,X122+Z34A62JLCC*SLTTGDRB0ZT2U4.L`*.2%$R!!$X`(EY&IM+ MYZ93$=8=/M4I^(:D8Q,YK9@N8BV2;-2.39QTEB^K/634D>L^DUF)&[98I`1. MY<&2`.T55!#N$19DGPIP(^O*\W6<^-;=\J`2YSHZW9/?&2@1,$LX0CJZZD'+ M5F)"F.4SMLV.D82B0P$.80.F/WRV+LY>V6=BORGU>5^`*K1Z\AC_``A44*59 MJZ<,1^,*BJ:BY"JHJG+U,4YP`0Z@(_;R-*&VO7CH\EOE0TDUDV"USWC-J$8C M?(%2R#*--K-_\AY0RG<<=VAQBJR6+)SBQY9EL=0KZ1MU#DIIHRK$/&-&R$R5 M(RBY2)E3U+EC$S%9MXRDWUPJ>>-+/*UX_M6LTRY7D_F?!&S(7*R2WD:.`X%>#ZE^IN[EHGAZ(9`R.N.Y^&3^S)/C1[!TFYIF68M5 M@Z63[%CDD4Y$4`335144,H`%.`^@V&,]8\TJOCKF8R>T(TRD88O;&!K%A&.: M`4BB:7MPN.Z_#"9J5919?X1E&`B@*AA5%$2B?[PB')+6-H9E<*<#IS8J%PYDZ%:NE3&*DVW#J]9#7M4Q((S M$^1-F*K=6/#V^Z37$XB4R?;>3,3^5/%Z`O(V0RJ4('C848]!PHMT,@1) M57\V:N%\FUC$2+&F,<#WYU=VBUUM[II" M-DG4:F03-S&,HN5,1(4>P1"PSE\4>OTZ,UG7#V[EKU]RM:J[<9C._CV;[09D MF46M#5G7N=*/O5L-C.5FE+Q37KA/*Y[`O;IEV[GUA7>NTEF22J@(,FI12SC. MO'5=)Y'1$OYA*BOEK"6N&O+$:^,CL)O3JY0T?TEI$'DV);QE4MC_`#5:)-_C M:TMW=4O,7#53%+UT^CY5(\/O3^5-.13UI4FJ5[N;*< MI\O7;IE^)"F-S-+#*Q[M5,7<@!TE"OERBJNQL='^FVQ]0QP@9CGS&5A/@*I7 M"EU$]S\>NFUB_2J(NB$`U>.LN)J4MLEE2PP2%;0"(DY8JSY@99R<%3J.5C&5 M39Q1COMEX6:QIWI,H_KMAP]FYGCW)>M;%M5W.E>JN+@J8I4:;"[K M>[BU:TL[PKC54^YF>C*4(]P8N'C:SGJ1NK$7Q5E?E"A[G>;NZBEK&WG*3GD: M.!^3F["'/TZ]I3&Z=2EZ]H"/3N,)2A]GVB(!P(V_$?86$IXVM09,[B.:#(8F M:/OC)NXLQ$".IJ97(F*L-5QC#=#+U3RF:M[+)[!RMRKKBH41A3F*)#8T90L0R4=D25]\ M@N9`A@(D8ADQ[RBT28RK6*.`;%:4^:[=Z>U/KNV61?%TSQ#@W;/!^T$H.OSW M8RN7MM-8AGPD4B`?(4);8BSQZD#)2C4L),X?+MECODD4#IJ-"F?.B?K:N M8.AJ]LDX@Y)N29;X"S&XB5$'345DY%#'5C69*I>X<4^])P0I@[@[0Z=1].O( MU-G'-$7+)[H_IL\C%CN(YWJIKPYCW"B@+*+LE\15!5HL=8IU"JG50.4PF`Q@ M,(]>H\$6CP95\*<"//RT.56?C(WQ=(F-E4S)J)F'J10ABCZ@/(TK,:9Z8^>;0/`47K5@7+OB.M>+ZKIN< MIM=J9"ZIHY(OTY>Y5G)RE7:5F&63:R]B='1`K3O33,"(J*=@'&Z,1NB*11W5 MB32SRA9(\F^J^[F^%^T(=5C5S&F:Z76F6JLCFB(?R"68:?-UN3CY.M94@9(\ MD_-+.(UV1^6;9MV;1DLB#1PJY!5%H16M9HSN\N<[!M=%;\5U-1+47.6=3DV_ MR9)DW]]1';G!3E5-$5ER`H=)NF90P!U$"%$1]`XATS.$"MRG54<-@-[A"=AP.8H`)#`(E&PQG;S M9W^*4`#QKZ.@7KVAK/B<"]?0W0*JP`.X!`!`W3[?0/7DF[6/MCP2`\*<#KW+ M?9^JG)ONAW)_J]NGN%Z";J3]&Y+O#M+U$W4OY`]1X2;*67TX?!]0KCK5?)_F':V?,>UJ6$,X8>Q/J#&8"P@3 M!USRRRV'E7N1KU:R1\_?:](14)B`@3DLC'"61*Z*HV5!UW`0PD#46^/V_,E6S!XB^R3@A@LUE'J<='+HOLPTUHJ1X^5$$FR'MK M"(F,(%$0`!^WEAG*SO;Q?-$H_P`=^F4>A_.(_7G&K!'\V5'\RRK[5LE^9+T* ME^;2#[H>A?L#[.)N8^V&=_(TRN9&6(K)G%:(FH[!V1%X"$''M M2D8N;?)V%WW(BZ(K[;00`QRB`^EAG.:1V8[^`N#K,'OI@:+J=G6OU7A?`EC* M.IU[?0BU?=V:K([ZY?;PM@2@7XJR590GXA!NX".6447:%.5%4YSIB81%_7YK MGG(TBHQ/84MZ-UC;!5Y563U0TA'(&+\$VANNH-;SAM;:6KFCYSRO4U4RE;6* MB8(IOSJ#$RB9U6C^?F+*"`F(Q075K-YKRA*OR-'`<"+WS*LPD?'?F&.&"FK0 M$AD'5=B-8K4_^B=DLH/-N,%-AKU=M?XO7_T7GISW?BLY+Y['X#E4B_R4/;]T MEAG*SDOB>BG<)I'2HQ[2;;C95IE[;)).@7VW,[_=::W)MIF\K>MVR\LIFREN M-AAT2@@\E%).37?N"'74>.3G%8\E<;)'>%.!_!`#`)3``E$!`0$.H"`^@@(# MZ"`AP(Q3>%SQ2&D3RO[!&MQ'BDBI*F%*@,D6OSEG9GRBA8]%0D>FD=T<3>T5 M($>@]O;V^G+66=N/1V7_`!7/C?Z]?V%M4^OV_P!(S'G^8/)5=L=(<$4\.'BR M5=R+T^ANM8N)60))O3%QQ$$3.\3<`Z*9!N0I6[-#W@ZBBB5-$2_=$@E].6LI MMQZ-D-X3_$Z<5!-H3KO^=!4J@!30*!R+E.FLF(%=@'MJIG,4Q?WHE$0$.@]. M*R;<>B2^OP$)5(&$JU9B8^!K=:B(V`K\%$M46,5"PD.S1CHJ)C&+"["W^*B\9X(-VQ=#M4TTVR[1R M04L)4-)91PR."B"KMRG#$$1%3N[AZVLL[<>CA$EX7_%/+/% M7[[0O7$[I8J!%#(4-FR2$K9NDU2[6S%1NV3$$42@(E(`G-U,;J81$59-F/1H M?XDWQ.?V!.NW^DT/_"^*R;,>CF5&\1GC&QO8(VTT[1?6N-GX:2C)F'DG6,H& M<5B)J&?(243,Q2<^WE$(V8CGS9-5%T@0CA,Q0Z'`.2LK&.,6A(KPIP.!Y3R! M&8FQCD;*DW'3$O#8TH=OR!+Q-=:$?V"4C*;7Y"QOXZ"8*KMDWLP]:QITFJ)E M$RJ+F*43%`>H!49\E.TVSWF-U?Q1KUK)XK_(Y3B9(R7C?.E'S'D6&Q?ARA/J M#6X"9G&$XTRB?*+^+HTE/-;$R7B7#\Q2'`_>5)T)1:JV-&,ORC195\=.'8-R\U;,LJ8GUQQ%0LC,V%.!U_ED3%Q7DPQ"]YPQ_XP5R2$I>X?0O6<^7*M:B+R-G`<"'KSLK-$_'-D-%VJ5,'F4]>6K< MIA4**[D-#^L`U#_VB:'_`/0E M+B;F/MAG'R-'`Q`\A*SAMH-O"X:.UF#MOJ!LLLU?-UEV[ADX2PQ=5$7:#AK_ M``I!9NH4#E.G^<*8`$OJ`<)-I8OXF\2?C;E,5XSDY+3[#$G(R./J8^?R2D)) MG4D'KNN1J[I\H=V^(Z.H[74,H)E2@H(FZF#NZ\M4VP[`_BA/&;_8884_\@N_ M\T>2LKMAAGK?XP-*;CF7?ZKV##;\]!H>RU`I6.Z2CD;-5:B*?")ZEZP7B;0A M6Z!`$[AROZB50Q>6K,8Q6?%F9_%"^,X?4=,L+&$?43&@ MWIC&'\IC&-)"8QA'[1$1$1^WBLKMQZ'\4)XS?[#'"O\`Y">?YH\5DVX]&F7\ M/OC75.4[?5"BPX`QF8U5&LS5\JC1ZQGV9(^5;R;*LVV):2I7#5,I2BY(J9$Q M2F3$AR@8%9-N+^-/#]XWVR*;9YK!7;*T;ID28L[U=,I9"911"!V](5G>KU8F MT(*I``J@M"(BJ4A0.)@(4`57;#5?Q0GC-_L,<*_^0GG^:/%93;CT:&3\.?C% MEH]W&.],\0IMGJ)FZYXYG.0[XJ9^G46LI$3;&38K>GHH@LFH'Y#!Q63;CT;` M?PI^,04!:H:M1,>Q%R1\,=#Y,S5"1?X@1NHT+(_A<1DEE'A)`T5,E\CV_?%( M>P3=OIQ63;BY;_%"^-(WWEM.L0O%C?>6>2,?+RN#]3 MJKKJ*++*")SF,81$59-N/1MO\3?XP_X3_P"AIB3^%J/%5?S%AZ%.^02;K@W# M\>Z-$RIHE%(B781`_4Z0$.8QA5DVX]'&Q\(_BW*Z?/6VIM=C%Y)FO&O_`,%R M#F."0=QSHA4W<>NTALBL6JC!V0H`JB)/;5Z?>*/%9-F/1S!+Q#>.OT)):XLK M0U*4`)%WK)69,@0B2A>@)N4(*[Y$L$,@^1+U*FX(@5=,AC%*<"G,`JFV&TR_ MAC\7LV1R1[IMBU,KMA^&J_A:UM@S%;`[2>][<\)98\[1[[Z)0^2D)'/M=4O< M]LQB"K)MQZ.,M?!QXKV(.08ZFPC('J`-7@,\FYO:@[:E<(/"MG0(9,3!PW*[ M:I*@0_<4%4B'Z=Q2B"LFS%IM&\0437O>7R`X:Q.UL<#C&%QCI!;8>H3%_P`@ M7N.B;';FFRJ%GEHI7(%HM+V,7G4:ZP*Y*W5325^(D(E[B]1$7F.26KD:.`X# M@.!4G^K+R3KOC?#.C4CM+A"T;%8>6V&OZTSBFHY<>X0EY*40Q!.L(:>0R!&U M>SOFAJZYEQ4^(!$TG@*"0_7T.G89R^#H/Q+(9OQ!E#5G:5:I_,<"4Y6_P"< MZ`2*QWNL`.L.[K[O,@C]J7K33#6V3!=O9=7<(7XMPV`RO$^\=!>NYIV>JZL? M!4*C3J#P./D/Q)XTS:ME-U7^D%Q1UZP1J?C>;Q1@K M55CL3D&;?9TI>L^.<+X1B+S)X\385B`=8\LL7)_@#&N/7PM$U(Q$C9N5%(3K MJIIFJ3--&(^5_/':<.0#VZ6W1"X)T%O@`-EHZ['V(Q37XN?QJK?H+%[-C$15 MVCJI;$\D2=[LK&/;5EY'-)=15R3JD41Z<43?,'Q#"C$N$W[%1"0.DH5PB8H*E0F5FZ>)(6XZ$8B^(SO\%.` MX#@.`X#@.`X#@.`X#@.`X#@.!@'FG>ZHU^_6?7K`F'LC[F[!P$>=.ZXMP^WK M;2D8T/)1JSJ+C\]YMO\`+5W$6+59U``[(AP_?699LJ5=*(6;F`XDJQ.\?.I' MDBUGLJ4#:,QZXT;2I6S2%CH^FC6OY+SQD/7FE3L;)OD<*8[VCG[+C4SFM5.T MO4C-22-;FV+!@0T=%E:L46H%$1,>":WA3@.!UWE\5PQ-E`6Q2GKUOU[M-2T) M=1N;K+9M@IC-+/+UQ/EC!:'Z10%?E*=6D\9Q[>382#@K)%P]`Y)`J8B7XY3* M7DS'N]?H]`GD;.`X%$;SQ6+?NC>2W)4)JWKT3,^O.0\/:N7+9>_*ZMUW*:>( MT8V?N5:5![G)Y3[#,8;BTZE2QDQ>)NV?X?W+/4O;.0RW*YS>?!>X*/<4IO0> MH`/4H]2CU#KZ#^4.1T?W@.!#'Y[:[9;+X[K$RI418++<_P!?6KK2GU"J,6LC M8KI:;+GNB4JOU*':O7LHA8NSG[61GB6L+FT>- MG3.9>,G,<[5P=5F3ID]*BF^0<0_RH=8L@BWZMF\@91@)G"20F226$Q""8A0$ M9*XV2(<*<#&?=.)+/Z<;9P1W2S$LUK/G>),];`4SAF61Q;:F8ND"F$I3+-P6 M[R`(@'<`<)-D&FUEKWNS?N[HWI_K+O):].V69?'PZSW:+=`8OH>562%DQE88 M6.F3-ZM=VX.9!_>&]]9('6<2P)QR$.4R22BKA4PU-='3VRCW>SQN9(I26>/, M7D+.7ZS:+:+GKW5+ACS6?`K:_9IQ%E/7V+'7F=8*4FQHY$C+&+%1$ZP&.9,DUB;LI\H^5;$^@^\VX.#+AAG-^5;5EW/NJ\U4BXM5PU[TA M:LZX#Q)AVG59G#Y%R[CNQ2:(V#%P"^D63%W%0P2"`R+MM\AN!Q6DSXI#6VW. MWJCE)-SXK]EVK8Y^BKD,]Z+N#(I]!'O^.GLX!U!Z]`[0'\O"UGHTY-W]@>WH MMXLMZ4U2F4*D_!^OVW\^_\EKO M9_Y?TA_]<3@K/2?@_G[:6R[TZ)(;Q8;F*C[@@\//Y#T,TWWB>W0!BLDF+M[&9+T7E%&2RL4 MSD"I?"+MHV4DMR_;?S[_`,EKO9_Y?TA_]<3@ MK/2?@?MOY\_+XM=[.GY>D_I"(_\`._;$]>"L])^#9)/=S;>*=1X'\2>X4C'R M"AC?,ALP:)/W+%F4Z71:2CC[6-56SHR*H&]@#G'N*8O=Z=1%9Z2^L3O1LHZ2 M6-,>)[>>'5(=$$4DKIHS*@N0[=)18XJ-]OTBH^RY,=,`$!$X$[P]!`."L]); ML&[V?1]/XK7>OU_=L&D(!_S1_;$]`X*STGX.$N_(7L6K\1"O>(OR$2D@[*_6 M]F6E-+:NQ;M8Q\I'.3N9:3VW.T0=+N"E.U0-T4=MC>\GU3#KQ0W3TEJXO?+: MQRLF26\0V\,2@9PFFHNEDG1&3%-L9%R=1R"*&W*1E#)KII)^V`]Q@5$P#T(/ M50W3TGX.5_MOY]_Y+7>O_FS^D(!_S?\`TQ."L])^#HS2[+-MRAY(-X9:SZ]9 MDUNCTLZIN[:)YAUHW&V#S_1=DMI M:]@*]/SN),D8[D\09[G7;?O)-XULW;H6C)3O%F:L48YIN==/);4'+]?R)C:]6V;7@E MRQIM>65/J69X1G<)+'NS^/K$M>,M6"K6@,UFAL;9]BJ0G>Z\XJK>+8QP1GZ. MM8L@&.RJR?&MNN:LTT3$.4XE%"96:/P_O!W!-(CM;#=#B8-Q8->\5ZMXBJ.$\-U[]'Z5469 MDR*.W2LK8[/./#BZL-WO-D>">5N-_N4NHK(34R^45>R4@NHNLAC``B(!0Z^F>MNZC_>C'T7L!K'"X$PD31G*\1@C(E?U$J.NH9ZK<)<];2Q\ MG+Y+K%.KRV=SL*^E'R*;QR]DA*J_4=@H8SI112S9SQG\N.R_#R.AP'`H-_4@ MXQV.LWD!R#D;$NXF,,#XQQSJ9@-WEO`UPVIE,,6[8J/+=TGT*`=`*'8'0H!^0 M`#\G(Z/KP'`CS\F'](K$/]OEXXO^/7K_`,L,Y6\X^;;?$3_)N:F?[73O_5=9 M.)N8^V$CW(T<#''<59%OJ+M.X<+KM6Z&N.<%EW+4>CINBEC*SG57;#V*=%T2 M%$Q/NF^\`>@_9PDV5Q]N=L:!HMY+O&7LQF.H9?GL61WC#O&,))_B;%UGR1(L M;)>;#09.&$[&$:^VNT01J*Q78)*G<-ODMCF2]M4#A4K288A^2W;[23S*736Q MA5'6PV.OV3YF0R72R9&Q;;<52^3\Z7S)^#:YC7'51KDM4+1+76*_1ZO6)Y/* MI_A",:4&'\/*+@WMH3*:Z1T9B;0^.?8G>;R=;1YPP;D_%=(>:OYMTZ@8=KEA MSE9P@FZIN+L`[%Y!KK.L4-^UK$S2\WJ-:2TEW+\!F&"U/0,Q.W*8YEA,5F:) MEI&L>8`@MAB,V>-]P!U5?F%D=9-F6?QT?9.9#XIFVV#[Y:@N.TAN\$0`G4P" M(AV"T7\NS2H,/,7:2[R.KWXXZ< M"0`=-RTQ7LQD4SXQNI1;J,W&8,8!%E2_?>Z"SP5!^[[9.G<+0_+LVEY">91F MM"'CLE>,ZQ-^U96QMG^%=HZ>MWF12(W90KUMGJ[$]M)?O.9RNAW'+VD!$H]3 M\:'Y=FK22\PQ4DRKO?&HJL"9`652B]HD$E%0*`**)H'EW)T4SGZB!!44$H>@ MF-]HM#\NSZ`3S`_E=>-CI^7HQV?_`,T>-#\NS:_P/S,FB5W?ZS?&4E.KGDP; MP/ZD=I5X>-2,948=12U?K];/IA5$H$!R4(=D501,)!)T`.-#\NS7II>8@#J" MJ_\`&F=,2I`D1.)VB2.F8I.BYE%#32Q52JJ>I``I/;#T$3C][C0_+L^O9Y@? M\->-C_$.T'^:/&A^79P=4/.5(`*")_%%5!`WN!*'+MY?_<(4>GQ/P(!QL"!E M@'N^1^(*>WV]OLG[N\C0_/LY3%MO,J@P;I3,SXRI.3(!_DOHVM[3PC)<14.* M8HQ;FTSZ[7L2$I3=SM7N,`F#M`>T&A^79]G0>8TB0&8F\9[E?WFY12=$VD8I M`W,L0KI4%T5)`XK(-Q,=-/V^U4Y0()TP,)RM#\NSJ+3%QLM(>27&/V\>\R=N=.,8Q_(Y/:MWSZU$%XLJH+(1:@R.W[BD6]TO M$V3&NZ:]DQO(V>W&M M%7K[!A@/)!)F)/EQFNV>1$C9(]T9HBT2-W/P.9(0[.[EAG*SH[P2W^:U!PI, M6S8^$S5E6!S=BNH1\#GW"N*,R;<43)]PP9G_`&ZI.7W3RZ8:J.19Q1Z_FYQM M),WLPV;$L$:_([:JN/SY4DLXWF>23;](,8;!W?1'"6F&N&5\6X?UFV@9Y\M$ MG8]5\C:G8.H]!KF)LYU]Y!4N/RE1<8C9+A:+WD]N",77XQX("+UZ\.@DD910 MUI-K0FZY&C@.`X$A%;0SD8$\K#R?M.&Z3ALZ*NJF5,J"QS%2/89RLT/B=@W]8U)EJW*VJP7J3K M^V^_T+(7:V_@WZ57![%[R;",G5GLOZ.Q4#7_`,?G%D3.7?P6+)I[ZAO9023[ M2%3/V,>D"S]XT8HF."957CA%LD90P&,5,%%CD() MQ*41`.O7H`\#XEEXD_?V2<U!;N#L./W3=0Z# MP(.MP-P$-0?)9'Y$R-JQO#GRFHZ35NGXCL&K&M5OSU6:O:;UFZ\S&;F5@?07 MPV5)[$C;L8Y6IM>R!0;0W9R,>C8*E:HMM, MP,LFPF&$K=@F7AB$:1$) M*R;HZ@+"0K=@P7=+F.#=!RX$A4DA$>Q-0_3]Z4P]`$*$WTU6*M@,?^0/%=GR MSN)BC9+'N2M"\T6/#.,<;;5/L_R&O%<<7?626+5;ACQRN9#!M^N M#757&]*Q_"6/%&3)Y7)F8%8N(RU;Y(/Q"G1@>@#R.C] MWQV#T>>_\?J7>#`Q@$WQOSWN`)>J73[ON]O=]SNXA,K>%;06K.PXIA#N(H42B'Y!`0'UX5 M'WJ;*F>;;^49-PJ@!(K9#!$:U$JIA_@O[#^M4IU4]Q90H'!U**_O`(3IT^[W M=QC5F+SQR9R!=Z6(B`6ZKB(?:`3\4(AT]!ZA\OKZ#R--`8S.?A78$, M!#BVE6*X$.*:BH%,*2Y@*84D3F`!]>THC]@#P-V]Y+_LJ?\`U9?^CP-`_FX: M**D>4EXR-(L82(G?OVK,JIRE[A(D9PJF"A@+ZB`=1Z<#XM['7G90.TGH9T05 M#H@=O*,5BBJF@9THD!DUS![B;8AE#%^T"`)A]`Z\#=061'U!5,0'U`0.7U_] MW@?WW4_^R$_ZLO\`T>!L9K75R+*MCV2`(X0,H19`TQ'%61.B(@L55(7('3,D M)1[@$`$O3UX&]^\E_P!E3_ZLO_1X#W4O^RI_]67_`*/`TKV4C8U#Y,C(L6#8 M#E3%P]=MVJ`'/Z$)[JZB:?><0]`Z]1X'Z:R,>^03=,7S-XU5[O:VLB@CT$.G`U'O)?]E3_`.K+_P!'@1]XQ%XOY/=OES(MU8]K MIUH\Q;OD6ZR2B*ZF4=V'JL>X77D#$>'$%O>*9!J5(A#@4RHJ`8@7DS'NGR2$ MW"R[D'!V#U]F+*ZE<@XQQTGE2VL[$TPCD`] M:BF].5?1Y7+&5=&.1=QWB+*, M?1EZ4BLJSE0H%&G`>.F^2;)AB";Q;S8&O6P+)DNK.&:+J2^.U8UZ6F$S#W$A M6CI*U<]LS.G5FI2/IL-[9^AW6ZW.N2]0R559^F%Q[C^0M>NDT]O,//2LB>]. M6EA;W&]P./V='(W2<)QZTDNA/MI-RS(1@5-(P*GZYEI;=]-)OXWJ%;L%9;OY M:?FVUD86+'"UIP>>:HR-?:PL17'J=X_3ZFUVR.KRBV!^F":/NQSIH<73A3YS MDJJI^N6Z$^FVWPAF_3P^0=W:\FLIR%LU3K]>@<@R% M!>#;<4*TS)4H%ABWL=3X>H1&T8&4L%*_%&SE>-3,LJLH=5(IG3U-=6B1A6+L@C?2`659)P@_P#(ZC*H M.%O=!&2U155`DK]C+-.R>!)X\2C M2,HZL:A;F4ZNL*[8HY6CNL@MKK0IFI+3DO+R`V9['DK38DE*.T&#V6ETG*Y6 MS9$GQ4$KCHN!\C9P*(&"?IU\H/4)"?D(APN^<,FR*JI!33.HM\=(2ZK1RV;K,@H?Z5K8P MWXM^/^3RB-3'300B#UKQYX,)[K917ODD9PDG:5O?24*DG[2:)BD[R]QP-T*` M2JQ_GUNY$I]+7L2JFHD?RQ%$BI#)G[=!L%$,)3E$INAR7(IR#T'[0$!#\G%3 M9/;X_=Q(?I,\R&7,X4\JSI90ZJRQBKZ08H60%5=LFT.?XQ\BBW#M12*)``O1 M,X=Y0`XB8539/9KI3Z5O8D$S?@GDWQXHK["HE"7\=F#R)"YZD]DIO@W'O^,) M>[OZ?>Z].GY>6J?KGJ^B?TI.:A9D:N/)[5A3.;HW;3Z9;+^+M:\R9EL_DJ+?XK7K$V4\U ML*&UT\HN,6EE>8[QK99IM7W]FQAD^M6-O&NDF/8DD95=DW<>VN9LJ*?894G# M3DB5\-/T_MW\M6HS_:17?K(V"U(W,]RQ.O2T:/-9!(LVJ5=J,W^/)3JN6ZB8 MCE^M;"IBW%J)$RH";W#"?H54C&>U^B3M/Z+#(DLZ5;6[RF6"0@B$!9FDE@6> M?NP?`4A`460EL_*,2D`AU0`Q`[P`0#\IN*FSK3T^S>B?11O$_<]ORCWY/WFR M+)7V]>U">ZS;"06S13MSZ'>U;BF7VTQZD)VAT`.G%39/9$YN9X5:]I=L*MK, M?:ORF[,7]CC"FY;GWFHVBK[,%;J];OL_=:Y6D+*Y:;7QK^ M+4';]("*LY%9MWJF$")E/]H'$G6IKTCT_EU]*^++9[,@0V.M;<.^6'+F3;C9 MD!BV^PFG[W7[!\HR(R?2DI:9?)%LSC:HBMOVR30OL#*%3155ZA\L#"D!U4G& M9BGT>IQXU2D8^7)!VVKT*$B9Z("4B7 M#N+D#1TBV42,LV550.8@BF?;]+G2=)ZWY'*M8= M6<^Y6S!DNZ:)Y?E]CJGD#$(8XKF++:M>M;'R$+0;(>6D'60(I2PR$RU^4JFB M<&[!!4>IEQ*2\G.*;HZT>A[R.AP'`\_3S\9[U5QSY@W., M4ZTZO0+Y'0X#@8<;R5O*-@P]4WF(,8R68KE1MA-;,H!CR&L]-I\O/P&-,W4B MZV9.+G+_`#5=J;=\W@X9=4A';UN502=I3"<2E$D]D2.L?D$V3TVP3J3KWLUX MN]O:,="UX:U86RBPN.L=NI3B[WNX,J#6WL)&UC,KB\6&&!1Z5VJ+6'.X3CVZ M[@Y/:244"I&D16ZQKR-'`VN<@X6SPLQ6K)$1E@KMABY"#GX&;8-96&FX66:+ M,)6(EXM\DNRDHR28N%$7#=8ATEDCF((HY433(BFHZ.5L!G*A$4RD`5!,($*!?WH`'+64VX M]&[RGBC\9$RW3:R'C]T[5136*N0$M=\5LS@J5-5(#&69UANL<.Q8WH)A*(CU MZ=0`05DVX]'&&_AT\5S,#%9^/_55H4Q@,<&N'ZFV`YBD42*8X(L"`N']3:$_P'DJNV.C:R^'7Q:=JA'&A>LT MDFJB]0%.:QE!SJ9$Y"13E'0H)S*+XC947:10(HF!5$40]E,2H_F^*R;<>C^H M>'7Q7M2@1KH!JLU("AU0(VQ!5&Y`541,V45`J+`A?=4;',F8W[X4S"41[1$. M6LIMQZ-R_BCO&3_8-:W@`>@`&-H/H`?D``]GT`.2J[8Z.)SWA9\5MD+V2>C^ M$2!\U1__`(TQ$K7C?(5:-V1P[Z_,19_C>PU)VH=?8*IW*`0%#G,:UE-N/1K& MGAC\43-%%%+Q]:K*>P@1N#AYB2LR#]1:1TAH)7P^>+^9CGD4]T@F(@8?CR<0HQDF2G4O[]%9,X?N\5DVX]'#HOP?\`B9BG8/$] M$\&21@3.G\6RQ,Q;XL04[>JAH:U34S$&<$[?N*B@*B?KV&#J/6UE-F/1SIMX MA?&`R0(V9:(ZS,FR7=[39GBZO-6R7<83F]MNW;)HI]QS"(]`#J(B/V\E97;C MTA]_XH_QE?V#>M_]3:$_P'BIMCH[[URTUU:U$0N+?6C!F/\`#">0G\?)78U( MAPCEK,[B/Q+\'-*N3JKN'"$068=%:(]X(M2+G*D4A1Z<$1$69,<*9 M*P3ANJL1L4@HNAZE4$``.6&<[=78_P!,7;*1.ZH9!C,=XIJ&,*25_0+U2R0I MI68MC^EY*9VZ<@:U>+U(RS]/(#K$:K5S4&?BLQ\ MC9P'`<#"71JT!9:GL0D>E52B.JSNUMY5W<74X&2@$)<6.:;*]876<2DGT@>4 MM=]AI%M,2+]$Y6SQP]%1))$H^T2RSC]99M3DHH7*::XM/> M("G"3$3=UY37RND^_>6*ATI8.1I1X\V;4B'D3W;83\6[ M6BK5I/XOY1A\9L#UZLSAO)36(EW+,8@8RQ!/,D7KD\:HV_"9/1DE]/6]B`VLFB-9)TLXL'B%T%>(1RZ)2,F:E$R9L!CRTL()=N4C-U M&0EBB_964(FW3%\JN5%,4B@-X=FS(J^>25YR+.QL:0B":BI2N#'`H@0>$F:15_=, ML`N-7=6\)8)DYE*RV:ATABC?;4B02)W#)T^X=6G*5R*!TD5C?I=D2X6=GGOH:_VQ[=ZJVD6D ML[8GE9F#1*J4[PQ`%=:^2>3D;.`X#@.!Q#(,4]GJ#=X.-%,)&9J%EBF`K'*F MB#V1AGK-J*IS`)2)^^L7N$?0`X)>>5]+?F?52T^2ZC4/".I"^MV2JAHUE^FY MHO2>>+OF1KGF[0]EUW1=6H*S:8R/C,4HC)568DOB1JCANJI+^R`@F@ES4V4.O[LY^@=(\92=IUBL6H6!'&Y5SBS^G+`M"\H?EY'1]^`X#@006.1\@4-M:KL-M]I-*9SPSAF4F"ZO MTO3'-5-R*QQ8+]E,P4KGF^8?RVCA:X93SI*U23=1K1>)5>%K<.^6:146L\>O MGRM9UK6;)8M?]GL*;.P$U-X@MYI=Y4I-&`R!2K!!S]'R=C&S+-2/0JV3\8W2 M,@;W0+"+8_N$;2C!L9=+\ZB*B0E4&-5J[]X#@.`X#@.`X#@.`X#@.`X#@.`X M#@.`X#@.`X#@.!7,^H]R1MACO"&GKC2'&C?,&RK[:U^:E8]#$L?G*2F(=GKK MG%*YNV&,YB)FHJ:3B*V_6<++JMS'9%*58@E$O<%AG)N7T[Y-JG>`+Y8]CX-Y M26MF3C91MC:<7N,?0^YU::M#KH?@V;,4V2 M*C6.\*RGF#OMDS]GG9_9VLX'V&QWB MAEH3I)A5W9]E];\G86@XO+[/RI8JN+JF'_6I4XZO6&6C*Y*(O#BW&1BU$?<$ MQSI)J'+J.CGEK.[E3ZLF/IYTU$-Q*VV4E59H&_AQPKVOE_)I&0FM1=.EYJ(L\CCB=E8I2$6V&V,FH%5]6+!L,Y M@WKUG`0L6Z?0=$BY!?L$FTJTWT8I:T;QLYX6U_N&>, M]VNM9.R)2HS-Z$1DUW8YW5I\M29.)E]@+"[A8^-CQ9UTCM1"/%$#%4352,9C MI5/?K9HS8Y/438'7[>R'Q1>7NT>.D7K"9(RCWT?+HIN6ADU4$E05:C'2D\W7M1VPREX^V<;ASR,KV> MR8=KI5(7&/DE81#J>QU9J@P/',*PQW-3@F)WF!,T@B\3:OK&X;#1K(N@=\5_ M&N5S1J0BL:2DIH6>\%Y4CSRV+\T8GR1%$."1Y.A9&I]PCR*"W!V"9WM>F)%L M4XM!!7H)NOM_>^SUY%K#M5)5-9--9%0BJ*I"*I*I'*HFHFH4#$43.41*GPW?G0/:/U'K^3TX%"#Z?N]^0:R^0346M M;:X--C'7VJZ=Y[)J1>0U]K.)TLH4]>+P>DUE$\B0<#&/.'*W MZ?!?1 M(``0H`42@!2@!1^TH```!1Z"(=0#^;R.C]UT#-'*"_O/:XX<_BT.=N_ M1`RA)CG%W;NK6P]?VBPG5X)]'*JD*"+PB!'*`F;K)',(FL59"\*C^-ZIM5C?3)U8-KIZ7_7YE[)=CQ#CVJ.J MGK[EJ78H2]_J3"2L,-(S1O<8QY4$^CAVY*F<0*/4+#.5G(_IG:37ZU@+*[UK MGJL9WN<VZI@`B2/JD`X4X#@.!"-]0 MXF\5\6N4TX\QR/S9KT]^"9-0R*A7@;:87,V%)8DQ754E?>`.TQ'[)0#=.Q=( M_:<+%V,_:Q+\3/C:U_S_`*-:L;,VF?V/Q[FRRX'L^$;M9L-[(YJPE(VO'%5V M&S-/1U2N+?'MBIYI,S67L+PRZJC=LZ.H?J<"'*`%28Q%$Y^`M+=5-7G+Z4P1 M@G']`L\LR_#9V_MHD9O*-ECO>(Y!C:LJV=:;R/:FA7"95"IR,HY(4X=0`!Y& MJ1#)[A3@.`X#@.`X&,6[/]9EMQ_:Q9[_`-RJU\)-I4^?HI-J'-T';1V@JV=-7*2:[9RV73,DNW<(*E,DL@L MD82G(8!*8HB`ATX%4[ZG'3G5.@^*K,&2<9:V:_8QRJ&4M?(=CE&B8BQM1[U' M-+!EVMP4JDGN)E#-OP;X_L=1Z>QV=/3IR-12FED MIO"G`TST>C-V(@)@!LN/:`=1'HD?T`/RB/`\\GZ;W#5CQ9Y,L!V:8W3P'L[% M9/U&V1EH3#6+LT6W)MTU6[Y#!TLM6,CT^-WH?\CH)Z-K5O&\:P3=RLJX;-".9&2=H MMFR/<*KERLFDD4ZARE$5I=#4K]25X>2&4%+9BW/6Y7*C1*0C=9MHY&*>*$HN[4 M9G/*X.V)CT6BB9.XRCY5QBY&LFV.R_ MD@E=/XU?)N,YZX,;94ZRTC7YFC*:-$+2C`AG#5=L=9! M4D1SMK*72BXE99.BUO?51E*/)>)?E;N%73;.A,>TBEQODFW*CYVIRMED M9C)*D#J-+W&_(32T>I$1-J2FM87]82CJBFR.FR"-CV"JY72HO#N3>T*8IW

:Q9N<7VJ6UOOWL\PKM?3H1)C&R%/U/6JES/46$2SL*T](.];W%Q9GR2XC5G M,L$=)LBH+OE@C@8I`@FB*3U:-AJMFU&6R"ZE/()M7,0EVKUS@8>O'J^J$6GC M=>TJ":(L5'FH76V/L`6"BI#[<6I*.9-N,?(Z*)%%%E\Y:>()$1+)'5,JMMGAE),$ MR0S*3E5#]YPZ%;M72IOL*@MU]H]B[&?M<[\$B+1OXE],46:QG!$J-<2.5129 M(IFDRY8OX3`-$HUG'1Y8XDM[Y6OLMFR8MP()4D@'L*E<;);N1HX#@.`X#@.` MX&,6[/\`69;_\`6&\K3PA\U"',F=/)VNIRJ$.*9R&+FBH&`Y3E$#$ M,40Z@(>H#RQ=G+VI$O#**H^)KQRBLJW6/^QO@$`.U*8B0)ACJ"!%,0.JL/OH MH@4BH]W052F$"E`0*";F'MCP27\C1P-,][OAN^WH)OC+]H&$0+W>T?IW"`"( M!U^W@>=%],Y$Z2M/*3C-QJC9=J+-EU;4S8-?:UKG&E8O@L95RQJ3.'032PQ* M4B;FK(^@1NBL@@"TR5!8[,&OJ"IU4^67/&E>[T9N1T.`X'GZ_4,YEDL->5"U M,'^DF*MH&EOPCJO:&&?K50LCVC(FJU;AKA?XUZE0+!7)B-IE3?*R4+)3B"\L MDLD5TL"BG>DF*06'/*\P]`@A@.0IP^PY2F#^\,`"'_O\CH_7`<#`WR.MU$M< MH>U!CK)&6FF,-D-150WX>X24-&I.%1BW0"D4QA2]TVG.*T_EV,Y\D%X@%FK6 M4WEV,9.IIX8&*<]B7=$SV3>J"W1.BP&6\>!W+E0RAR?FTA'\XIUZ=QQ$1KU^ M+-S2;(.Z^_B^6H34G?BPRT_AA&KNK]7+Y=L_X'<,5+N:S-:PK[=ST+C%7Z3Y MS2WZ"RK=!RHU%OT.3[Q`&+%9M+.IUX^O,=8V[0TYN,^AW[4G13\'WSS/\-91 M5H*2X-DJMI!C@Z34'/:L0KX9-/SS)LBQY4MY55` MC6BS)N+O;;*;XRJ*XHF.I(&>ZB+FE'A10+V.'/NKI@)@*<`.;JT*9=6H M:DG;\/=6(<]4W`G^3M;D1EVJD1$S1,OM:3R'>FX<="*''M%$@]Y2JB'8+0IE MUX]&.^6_'C]2':RUXV&O)1B_"BC#\6"REG,W73-"-E!S^&C"BS_&-):6I6SQ M`H.P5[#.BO`*'ZFN.0111\YE+."2(I?PVK34NI^<74 MH=?LX->)<9/XQ?JKTVYD4?-#@U4%U`.L96 M/ER*I?'46*W!NX_9E66(1=)7N4*42`)@`H]W:`\NB?EQ+E;?QO?512\:U@[# MYG\`PS".'Y#63KE!3=3SQQV^S[$G(!KC77KEH"1A-^<<*A[@`/9U^\#0B,N? MS_A^?XK+ZG+_`)_QN%JA2;C#9RUHP_(UF^Q+W66;<2]-E/V MDRR#=W&)MG;4(040;]JX`!)K#/AYHMYL6ZS5:+W2AGWMJ=5D)#;*_1S42]>\ MJBA":+3B[DY#)%*4@*()B50_>!^A.C1:9=6X1>HOGABFQVR6Z]<U%("D#T#C0IGRGCT:Q;4#SFS:8 ML9S=2L(L!$%A.PV"@(]Q[R7\Z*#BE>,;'\X!!$P]2A(E1'I]]-3T`&A3/G/' MH_.D&4]Z==_*5+Z#;<959YUKV8M*@VCHD^&1Y2]+8UE,:Y>>XVL$:U>2^',7 M/W1,@(6UJHNB<%467X*D=(QC.5BD+%8FDK$G(TP_WJVL6TNUTG,],\5V_-LC M$WO#M*C<5X_*"MXN+K*>6Z5C4[*HM!1*?$_C[S#%Q#3R'YTM!XW-]CL);4CSKR:1V$GNC4B,')1(Y.US]462X$#[Y?;=5CQ95.?0$RA"@)FL MBT4Z"/4PE[B&:+3/GQ\'")'1SSG@9PC&;?5%1(R(%;OW&Y^36KA-91N7N5%A M_%^23QH4#JOKA/QKRJP40Z41>IV%VDV`ZA5&2 MH*E6;M#\HO;^/)EI].#C_!NUU.R=*YQUHP=-O*?A?$1:GC"YXVB;I#:]1EKV MK\@[J0Q9CZ&R4RL4I2*VG^"-%U&O>5RX4*0[HZIDTQ*DQUF:\:RD\R$TP2K" M>,3:+674:,UJE9+R$5C':L3<\`4[6S)];H%_@<\88R2QM4`$=#6&/A;@9-)] M&L45A";>?@[H4ED^TG"Z:3'5/3R-G`HK-&[)8G<58RG84$Q$1.GT[RV+LY^UO7 M@@9I1WB?U'C&Z+=NUBXC*\6S;LP$&*#&-SSE-BR18",A,&-'IM$"`@87KT3( M@41L M0%1F$$E6LQ'.#6+(<6PD(N12,B]:$1":.MU1.7O532.`@*91"RQA>?&5@4N4 M<7WSP\Q'C1D8>.-O8&`H[2QEJ0R228Y4@-D,2+U3V6;!JX>NUA* M8_M-FJ)UUU.T@&.;L23$>@`(CT].!`7BKS_TK-5$C,L8J\:?E7RCB&9).N(? M*N*M9ZGD6BSK*OOI6-D7E=F:_EE0)TK61BCMER($,J@[(J@47QMMC0ZK,B[95RQW*J MO$'A6S@R:`/EN@F!)P5-4JJ1$7,IKC5*OX.G[B2\0OCM MA?R.AP'`I`>?2C>4.R;TYFF]*,JRM(UCCM3,#06W54CLO4BD$N$/8++G)H]; M*4*PR36S7X\A255X_LAT'#E0%_CD`3'$HUSFM9Z47>T2`FBDF``4")D(!0]` M`"E`H``?D`.G(Z/IP'`JP]*H=GK88RY<=$]G(V37O5>I`>0IVI%FKFZ&TED:"Y&-@[3&Q-DA=5,(J/ MVQ3L@NENNW;)4P+,X*I-E%2%)+,CGK,ZS3HT%G\/&H4SMOA?<.L$R9BZ MXX6RO<\Z1^+L<7-*&P';G%=`9-X815^Q(!5[0Y89RKI3JPD\-&&/)1AG"TG MLS`TW`N?LZ[!V#)N,MSZWF[-TYB>QP.<]=-R]NR3MXJ=_P`8XLS71[XTNQ,I M/F[MNBPC6[9Y'(N&[AP@X.1-+.,3>.-4PTQC#?39O)&O+O/%/UNUPPYA'-<' MG2Q16+,QW[/>5\C6&A0LZVI51925@P?ANG4>F2$[8"NIAUTE))=JQ%FBF@#H MSE(U29I5*/R-'`C6\MUV&@:.W6>7L$Q78-SEK5JKW->!NP?H/M1L'9X# M$4GD_->&JD&*;7%.[.[PG>I#,>(K/*!:(B-G<@,DK1#S+ML[9HE!`I8K\OH] M#SF74X#@0\^?!TBU\46SWN/DH]9S)Z],V#A5R#3_`!S<;/88)'II.!F*\*2Y MW7;VF*_9&*/J"Z0A[A;%V<_:WKP5H';^*;4I);N^0$/E0[L3?.`QGJN=P[O9ZQI"7=*J;KY'P9CW"T):'61I+&>"*]4/O9.[[([WT#"EHVAO#/%F`\IV6@9?I5UV4S=6X M+,>#FUKMK.Q;'7C9"0V.KC9E,0D::'0K$17P2<2+]VS119.(\LI(<)%Z57?? M#O>)O)'C7U6NUALTS<9*=J-I6"QS]KE[U*R$8UR3=8^#*XN4^[?S5F290;1N MW1>NEE5ET$B&,81'KR2ZXVU27RD[6*W;G./I6$2L\_0 M3!^D3&[0IVB,:\>DD1=E5532$RHJ'+6+4AD#X[OJ/,QX/922U_PU MEG.$OE"U53<:DW#(>%J99\S7.R(4.KT_)8PKB_(8F0L2,#"L4IM(96*CD#M3 M$3,0`3!CG2-4TUB^HZT]F&MRHS37/?.0M2,3.Q#R*J>`JODSX+H7;NHJK.GV M*\KW:,3C26<%&";P5P:.G*"Y6ZBOL+"G*-;X[H0=*O+;N'XJ=5]7](&FA#S( M50K,Q%8Y/EO)US_4K>*YDO-,Q*Y=LM3E<&J'M\[-SY)Y+M^RLC`T',-JQA7ZUBF M>9VK;,F<8J;F7$7D.T3E?/(41([Q-DDUD!,51/XZ[M$?DBIJF[\:2O#>"DBR M7A_\>J2ZK=8R6MM+2(LU37214;IB](U.!'(BL!S-2D$XF`O4_40*0!`H9EUQ MFL52Q\*<#^"/0!'H(]`Z]`^T?Y@?S>!16\$="\F];\@V`;/MI>[-8].K/A#9 MM?3ZJS&;*!D)A3HYRZI3^(9MJ#6;7.V;'JR5$,"!$91N@9NF0S8?;.44N67/ M'DO5,(QBB0A!$3JJE*``(]> M!%K=D< M@`)FC_*'Q&L#!Q`K+5]S)R:C=9E;,^ZUDGV-,;43#F/*1B?%]7BJ3CC&U5@: M11JA!HF;Q%;JM9C6\1!PT>F8AKHO(-%3(^V<[7=WQC-4E_:=HNF;@[ M="16[4SI&$XFZ`)?7K88RO''1.OR-G`<"M'M;L!BC5_ZB'#F8,]6^2Q_C`OB M7O-'9VB1J%PEJ^\N\[M$SE(NHUQQ68*<<3]NEHV(<+#'-DE'()H$Z%$54P-> M3,S3*LV_ZD*DMJ=M-K_9J6D6!+M@^C3!WS6;W0W&QO)4""K<,9%9!*9PCJ[9 MY"O9JRU;G7NIN8Q2T1]3JR92^ZNN]`/A+1:S-F9FLFL^.]5<;*8\H*UBGGLY M99O(&2LD7J7-9,F9@RG:S-U;=E#)EH4104L%PL1VB*9CE31:LV39LQ9HMV35 MLW2$11D-PIP'`Y"'C7]0H2:MF?A:))NG'D52#VFYUP45Z)@80L,Y^G"K5;IO MB/P%4J9D!GEFFUK(FTD'4LJ1L+-UR,R56HO:/,#*%O<;`60B=@AH^TL$2/$F MSTH.D"*@10.\!XFYA[4YW(T*[$6 MNL2BL/*,IN)/)0,ZT?1;X8V8CF[I#W4C^VX1(H7H8H"`8R*^.;Q\+E7*OHII MRJ5RF5%P"FLN%C^\B1TY?$24[J4/>F5X\65`H^@'5,/VF'A*1TAN])T&T7QK M9H"ZXZTQU3H5QJDBG,5>UTS7K$M8LE;ET@."4I`S<+4F4E$2*0*&[5VZJ:I> MX>A@Z\$1$6AEIPIP'`B$\[CEPW\8.=P:I20KNKMK*R(\BE7Z+R(,ZVFPND68 M(>.;NE^V/,('$HD,0WV"!^H$-8NSG[6Y^"\IB^*C4DIDT$3%@\G%%%JU:L6R M(AG#)H>RW9,8V%9,T$NG:1))DS33*`%*W1``2*FYC[4M'(T2]QLRV!,5JS]KE9%ZK)2,G8Y=2JFD)N0D)%<[A=9RHHHLN M<5#B)A$>$I#^2FC^EDV@BUFM0=79=JV5%9NVE,`8G?H-UC(*MC*HHNZDJFDJ M9LN=,3%`!$AS%^P1#@I'1D-6JQ6J7`1-4IU>@ZG5H!DC&P5;K42P@H"%CFX= MK=A$P\6W:QTVP&:WN((3+6L]SR!CVN9:PNW=S"<=$QUK;U&EV):!DY5%($'4T(E M5;BD`+:JY1C6O6J1:+U*\#;?+K?7YIXLM[9;.[Z[/\6,:=D7;S%E6P@.46ZB M;13'J^RU>V;A*'09FKX2:LL5=P"'Q3NQ2;GC6DZTFOE"??0;Z9OQVX MNKM"RUL=IU5'&P4)D;)UT;T2:S3D'-^,ZI5Y+)-S?X>H\_&3CN)H>3'%"QB^ MAF3M=Y"';/I)F9PH14PB8RK48Q"7JX>-WQXL:=;W#+1'3ADN2MSK@J[36?## M58BZ40[]M)GQ&[J:,:J;=[9;'L M\;;&P=)-7+)!0>5=6\.53'RN)[]98:CLY_%"^.SQ,B\5@HZ/DWR]N2DY&PB] M^3)'<)N03XEG&(F-76.3L?XCEOI7\J+5*K`=%C',S-8UG&*G;-TDVPE2Y>:3$;*K%.!_##T`1Z";H`CT+]H]`Z]`ZB` M=1X'G1_3E83P91_+C1LGXNVZJN8LE95PCMO-YIP!"XJOE/L^O#O])J(Z:U2Z M6ZXM$J];GHR\J=`RT$82)N(TW0ZC=4#&LN>/+CD]%WD=#@.!0"^HDO\`IU7/ M+[0JIG37_)F3<_6O#&I2.O.5*?F@*'4\22?ZZLHH(N+ECTU=F$\B(A8%$G:B M1EVPG;%%$IB"(*EO)SGW3X+_`+R.AP'`P!\D\7)V37JH4F/>65JRR)M;I;CR MVMZE=+1CZ9F<=W3:S$4#DBOEMU,G*W:(IA-T1Y(-W8,WS=5=J=1'N$%!*:PS ME;SA@UXIO'_IE=--]6L]Y`U\HN5\NRE/4L9[YF4LUFB9:3:=CEVR$U!FRO+7 M)O79`B#!$2*L$VQR&+W%$!$1%)C$4KS3Q%*4A2D(4I2%*!2E*`%*4I0Z%*4H M=``H`'H'(T_O`[W>+9*/=@+I1(I#-%Q!3N()EB@41(4PATY88RO''1//R-G`?GP-GMO6G43: MG"*Y6C.%L;AJX>$`"BJ@`E`X=>AK#.5-*\:2RU^G?FZ98O$MKK+XQ@YRJXE> M7'99;#U/M-BB[9:Z=BA;9_,+C']5M5BB4F[>7L4'6E6Z#MP=))594HG,4.X. M),;>.0,$E,B!(Y1`4.T7CLQ13Z&65$!4,FYC[4O_(T M.B[W+ZOT)S4!D`,J MDE(,;?8F*$NNV3$JB\=$S$RQ^0!1`>BQ0#U-RRQAS\93['S?K5*>"9AI2@ZK MZ^V4GA*!TM#4^2F&7[0$3Y!Y4K.N(MY>DG6+<8:PPVP*P7HUF4;I-VL6B%C* MY!J4KGCFO]*L86'923GYLBSBX]J_>"'KU'UY&VN<-T';==JZ13<-G**K=P@L0JB*Z"Q#)JHJIF`2G343,)3`( M=!`>G`BM/X-?$&@!U'T`/0`]`].$I#`7 MZ@?7S`NOG@IS/B+$V+:9C'"]'R)KU*M:34H9*'K$$SE=H<=REJD_ALFJQ^]^ MK+O%W:W<190RYS"KU'H:Q=G**8Z,Y/`W)QTOX>/'LZBG:3QHEKK5XPRR/?V$ M>PCV4AI-H/>4IO<823!9`_IT[TQZ"(=!%*XUIK=+=R-'`#]@]!Z?S?W/YOKZ M<#SL/IZ,D:7/?,53J3A'!F3L39[A<-;75?/&0[SFUEDBJ9LNC"7J#R3D:+2( M^HQ#?'OR92"E)(J2;U=L1B!4"^Z8H+&LN>-./!Z)_(Z'`<"AS]19EW9?%'D% MOK+7K3'&V:*+?]2,"16>=@I_567S9;<'G0N6?6L;8:SE=-N[C<)3T347B[]& M2`$CHF8(.C'`S5(Q+%G/+W>7W7P&_P#0Z'0PG#V4NAS&[Q-]POWA,/43";[> MOY>1T?;@.!@]Y#++5Z?KK$6>XRE<@8"$V=T@D7M@MDW"5N!KY&NY^!%3S4A. MV!VRCHIO'HE.-YYPS;.WCF,ANRN19748P;N$FQ&ZR(F MM&-TQI%N.[(5#RZ[T+L2/@<:XB0X=030U\I3PQ_OII][8S7R\*%>-SBJ!B*I M=R:B8"OS9NFSMXST5; MLD6:P=R+#626L;U1)5L*A"?%M6_F(EU#IJM51]QFF^`WN$3.5$P$,NT6N73C MU;>UWP\UJBRB3_2V:C2%8&>(K_L-J21'#@4"+-H[I&^5500:%&_^?-G\NSV*LV4G'=9?06*[98IIM6:E M?L?VZEY2QCFR3PQD;'UIJ]RMEY:.F*+QLW?,'[*2.51)4Q#E$0[N)6)F9I*8 MSD:.`X#@.`X#@5Y?.F@^_3+2*19@E[<;:+D+XZBIDSD:2F:-187J@!%$U%5/ MD2*?0H"(!T[C`(%$.6&,^7'18:Y&S@.`X#@.`X#@.`X#@5L_J>;9DZB:X7=&I?A.!\BXK6SI5,D)R>`]AXF192.&VI5'=]+!13Y>4(DD43L M5&17GH#?N"PSEQZ2R1^GAF;5:?%MBFZ7O'T#B2\W7+>T5FN&*ZICY'$]4QS8 M'NQ^3V[VG5G&:3-D>BPL,#0I$8U4IE4/4#&'J``DQUA-WR-'`%L79S]K2?3^=_\`%*ZO"H#DJAIK9$QP>B[,\[C;69P,(NS2`F?G= MA]$__7S[7_VH3+_=AHG++&%Y\9^CT4_U)88_6E^O+]46,/UU_@WZ._KA_0&J M?K2_1_X_Q?P+]8/X3^EOX-\7\W\7Y?L>W]WMZ>G(Z.S^`X#@0%_4YM9.1\+& MV41#E<*RG7EB[& M?M=H?3NMUV?A>T,9N4S(NF>-;-XXY/1%Y'0X#@46OJ`Z!MM< M?(O<'>#MSZ3@'";76O6F)SUK].;5.<)VW9&*E'>/+%G/*\^"]&0H$(0A0`I2%*4I0]`*!0````]?0`#D='ZX M#@;#9JM6+I"NZW<:Y`VRNOQ;F?P-FB(^>A7IF;E%ZT,[BY1NZ8N1:O&Z:J8G M3-V*D*8.AB@(!'_9_#YXKKG*RLY9O'IJ#*3,Y-O;'+RBF!L>MWTA,R7:+]XZ MP.EFS&/NE/[R-G`7=K(O*.1OT\0RD6\76-V@RVQFK.EDIJ_E&U[;2R[?W$I0CEJ1C.JS5[R1<:KC^D5ML5[8KE=[#$52JP+,ZZ+4 MCN9L,Z[81$6V.Z<)I@HNL0HJ'*7KU,`"&WT+*.,\JQ7X[B_(M%R1"`!!_&*% M;J_<(KHH94B8_B%>D)%IT4.@<"_?]1(8`^P>"[G7`<#X.2MS-G!7?M?%,@J5 MS[PE*C\<4S`M[IC"!2I>WU[A$>@!P(,_-9L+@2^>-W:N@T#-N(KQ?H%7`TM+ MT6G9,J]BN$7&Q.U."6LB^D:Y5;*6TQS%B[?MT5UB_'.BHNF4%"*')UL78SI. M,PP?\4_DS980PWJKI)6=/L[9D>?L@Y%W"G++KNTH,RYK->MFY^;\?.HLV*K( M_P`3SD@@A8&A5E%(E`[[O>D(6(2*144DF,TT3>XS\DFL%\O,%B6XR>0-;LTV M=Z:.K.'MJ\9V_`%SMS\.O8SH#V]1S*CY/\4FQ! MMAMS$5NT1N1I*^P6N3>0E[4RFH8E)@*/C[(<\VC(]G"0JS>0E;S,"Z64<`J" M;,K-LD8QD'"[BRSA%_&5X_D;.`X&(6P>[N$=>+5"8OD_TYRMGJU0ZUAJ6N6! M:7*Y6S=/5]NX!HK9G54@NUC1Z85UW)?I!9WT'`>ZF=/YON%$H$F8CQ11^0C! M/D\\K>H^5=9XG737C3;'>3G.-Y2%GMB-@9F]YRCUJ%DBL9':N9['."\87_%4 M&=\M54FIV1;C,^VFN8YS]X"B6V9F)RBG))'XO]3KKHSH5K?JCD:TUBZ7C#M1 MF(:S6>EHR:%6E92:NEGMJQX1.89Q\G\)N6P%1`RK=`QQ3$P)D`0*$:B*11GM MPIP'`\]#P25/<-EY.=2+)EW:."R]K2^8;@EP1@B(V@C,LRF!NZBVPX)SV"6, M_)/<&F)#K`R,#AHU]M1PFV'M,J4AK+GCRXY/0OY'0X#@4!_J#ZMI#:/+K"SN MQ&9?!?XY'0X#@.`X$9VQFX5DOUXFM,]#IJ`N^U+WW(;*656K1 M&X8FT:K3Q$Q'^1,R.T#F@93+2#8XC4L=F@``>HB(CZ``!P(./'1 M8JK:-RMDIRD2]>L%7GH3/MD86"JK1$E"6!:1\BFV,4XF6MAB))ZA/"LG7TFX MJ]A")@U`I5%?O`E98QOQU3D?V>CW!'*639RBIMV,RK66M>D0OC;!DJZM=ALR MC1C&L8C\7?.W+Q$J;4Q/?5;VC,S,331_,5>13R4YAU;RWMI4<9:5Q]%P-%WJ MQY$J>2G.><=W62AJC@FF9[8M:R$8MD2#9NIBO7%!HJY?.2)LG('$452I=%5( M-V5*Z43NXDO)\G8IQEDI2-"&4R%CVEWD\0#@7@11[96XV?-&@[%%N+H&)I#V MO<%,@G[>[M+UZ!&HUBKL+A4!'E[CF4ULYHM`R1"G86"O7>$=@8R8&!&0WL\6 MB9CI%7:/FZRQ!`!*FHGV''T$Q?WP6&,KQQT3[\C9P'`V2S3S2JUNP6>0(NJP MKD)*SSU-J4IW*C2'8.)!R1N0YTR'7.BW,!`$Q0$W3J(?;P(/KKYOOU48YUQS M#F#0_9''V+=LR5D<#VD;]K7;W-N6N5&-DNM-GEKCB2I**CKM?HH>V MJ4$3]#]W;:,[N=&ZT'SEXSRAL%==4Z%J?LO8=BL?6._5"S8H+-:V0\VA:L:D M5U=` MM=U98VR%B.5HN6,B88N6/LH#3#VZNW?&,P$'96CIQCZW7JI/&OS1ZH+,Y1RF MHGT'J'V<+8->[D58]LR+C?':65 M+?#O6N"\]N:VUCZ2M,P))%"7GDD&SA7Y'5LDH*GMJ=.WEAG+EX_26#7B8RIY M+,4^.;%#31>M8!N^BU&M^PD1AO-VP!ZU0[M>Z2EL3DA"/M=]@[!L56&^/Y5W M(&7(,9[)4D>\A2'4`"J*-&8G*FEOY2.9&VC\Y6-\3RV<+CB?46"QG7&3:9L- MAKTHTM\@SJ;Z4;%&UPU4B,JR[&X-X^-DR'2;H6-BH_*W'H*`G!06BURC7DF3 MTBS/;MA]2\!9LOJ4&G<,D8[A[)/+UB+>P=:E7K@5D?T@KL')S-AE(."LB*!) M!FR=OG+MHWU9JM=3JC>`I+%YAXY7>P MJ2%P\D^39;:"T/G;:9#7RISEQQWI/C=1$ONLZY7<,1,VR6S'^#*K*D4GLA+S MKR1,/NIM(Y+VV:(I6ZLMYB\2XTQ3Y+\FXTP]B7&&.Z,V\/&)$@IM"QW6ZO7$ M&+SR@80:R3LU5I^/;*E8E6T>P2*1F>'D?=23]LJ1B_<-J+.>7NI%J?5E+X(W MWO;UXD+(J*2,H]\*K!XVF&\D#AD\;I>3+9495PY1;RTXS,FO75MS53[PS,Z>D5^)'-B-$R%$WWE"@'41,SKTA";@CRO M;K[$7W1F$Q)OME1@AM'E>;PCE"IY3U?UQF'F))]-SB&[0<[3KG'8+Q$SR@1S MC'++9!XJ#%HW83)!*""R!DE#VC.Z:QK=-37MK-N,.5+9W765RY&[3;:);J4C M3K4.[7W&M.QNWDY;(FKF%\^3M\RG4<1QT1#R%)P!6[=9[5-*,&S5:0AX1-D! MDG+I$_(U68TO-4GNK&J%`U:J+*/A3@.`X#@>;[]/A5=1*I MY?\`"5CPAG?)5_V+OM>V]8;(8FN.&T*E2<8`2`G)TPX_R6G8WY[N9&S1*#3N M,S2%1JH=3\W^\&RYX\HXL](+D=#@.!Y['U%VQF#,)^6;]#\UZ;8_SQ>KYB75 MJ`X&&6^5SS'1L#Q,C@VY-L?W6P M;`:JXV>VX\/59^3A:3ES93%>++Z[K,3=VLA5'=L3J5Q=C&@^:ND"N@(845!` M"\)-F"FLNH.4MM,#XHR9M;Y`-V MROM_"YMSO6=>MBLC8I0PWXTKAMECS'&-\'G8*XOL@8;RS< M2M)N+"O,HII`II*&6%VBFS.W%XL_CYR+DK8S(MUK6R>4=J-?,OXQFXS7&W8>E;K@[%.5 MK=&9-UZRYB[!V,K7:\8R-CQ&\*QE#O7#5ZF*1J)FL=Y6`.JY;R-G`PZWDU\R'L?A>"JF)K32ZEDJA9RU\SS2G^1HBP35$D9 M[`N8J=E9I7;4UJLM"61*'L058S11=DX!=`50.!3@`E$DQ6$4VS'C/\A6YF=\ M,9BS;EG0>OQ&&(TP$Q_7L$Y%L@LX^Q8-IFOIW<')QFUB,:>1CZ-1V1T3K-P_AI3*J"H)S<5A(QRB*:)WL6 M4=+&.,<<8U1D5)=''M#J%'2EEFY&BLHE4Z_'0*DCP5,F4QBD$ MW0!$`Z\C<:11SS@5_P#S0)(PN9M&,BN4W#Q&FV`ZPQ[;N(9+E.=%JXF8EW'(N5B)B"ATD%'(&,!1[A`/3UX%57:'2;R*[!:4:6:A ME\?N&FLYJ'7L=T.<;2]JEQ3F8CJNU1:U"9F?@@E.PHH%<%4E56[FL:TCI58R\)&`\ MF9OQ7Y*:5LU6,26[1'8W*-68XAH6()^RGU_EW$KBV+;;+(X)5)7:"Z0Q6M>E MV[`TI`$8PCNT1&C\5U1^\'1:X MY4OV5M?,59I M*'62:*2]5BI`[9)4Y2G530,X$I3"`"8`ZB'"N&;2:\57:G`V0\&VQ^_@$KA% M(+5F[0O<6S8SR)7)!I9L:96IZY%VJC6XXQOL1'3L6H"I`!ZP3`XB03`))BL4 M11^*S+V3=X\UYAV?SY4$HF[:E4^&\?;8G1,D1%;*4B^S4U@5ND@2"OU MFC*(FQ?)``?A\9\5,>TJPJ66<:S-93NSG_@%L M4HONQB=*33DW#FW^(*W'=/9-Z_*QM=KMEK7RV/WL)'Y*JCF*C+3$]`G* M+<8]PVG:!D6N*&,4J-GQU>8J.G(TXCT(^8)"/4`$.$F*Q1P[17.-GV,U,PKE M>^L&T5DN3K;VK9;BF11(RBLQXRL,SC'+T:S3,`'29,LDT^431(8`,5(I0'UX MDQFL5F[+3A3@.`X#@<&RA"HV3&F0ZZX=.V+>>HUMA5WL>9`K]FC*0$@Q5=,C M.D'38KMN1<3IBHDHF!P#N*8.H"%0CZ*J5.?13:^N$1*1G!;:F.EVI"F<.D4U%>\2%Z6J;8[L",KSFD_B,\B^&YK)+S:. M7IKW6S8K+9;S:HG9C<2S6+8S+MOUSQ$2<=75".R59DK8GA#!3B(`CYPFT91' M8FD"/R1]Y>$I&.3,'^Z*O%"T;I.;'FO*]*35,J/_`-.>I.V,!V-F[=FHN_4. MXPN9(&"+M^DT,J!A`'9RD^PY#&4DG/&+M*W^HT\3[J1CTT\VY+0J%+W77O6_5V+W9O26'Z;>&U'JCO(>9HV1K7XK>1)\X0.XO<(>A1'E2)B*0^"WU)'C#;)^\ZG=FV:('23,X?:< M[(L&B9UU2-T06>/<=MVC8JBZI2`90Y"`)@ZB'%#=#*?)&IN#?)!$X^VMIN>M MC<9P&8=8'F+#*XI=T*L,HRMQDHN MP0&N<18I.7NLRS;/)=W).GKF13=]`[YYL)8:Z]N=SP?9JS@G#F*\#.<:V>/PG34<$P<)7\B2[#,T37821>I2 M;2!AEY!=-HJZ(V,04UB&?F`K)F##&QF:M)LKYKMNQM::ZZU?8_!64\EQ-09Y M@C:O)6>V8RR-C7)LY0J]3JM=C5VR0T7)PLP6'8/UFDRNU=BX,R(X.6*Q-$`O MTI[)RQQQA@[QJ\;A,:M[(2\4J;)RJ5[KBR!D[,BLWD79Y(OL?`05;;A^/ MI%*/6ZK@Z^8^(\.JEVIF3]MLKW&*;L`]AC+EQT3U\C9P'`"SCG]EN=1C47%4!8IMC/$S$40(*))S@[4Y1C09/)>;Y\U#3 MU]UGJ=9JN3WF5LICDNA*4RSY2HF0*Q`1N1EA[D'1$'K59)0$?=:E3!U=&(W\ MM(KQR=_7JS_5KYZQOD&C3V)L@TN`O=/D:/*1]#A='<1RC%E8HV0BY[]%;6ZS M-,9%K,LT82*1F$ZPD"*HK-S@FW2543<-FA/[)T8!-_'5]1Q5*]$1$;K]L#9# M1[)Z@YG+CM/C:S65TJC$QC]FN]>1VUT8>:<*2RA:[&R\=$0HN7V93 MNTVKE=LP%=5V+U\1-98XF6.F!WC1J(_TC31D"AM?]6BL`1W[)+L"';F9(2:F M(]56TLJY,NZ:MG[EXMLZ:OQJZC7X[A506"S5%Q[I/9,CVB$T7_T[.FL[8X^J MOW$QS8=7\X8I6=IZ$LGC.BS"W200%VN@R*93L(0G>(]"@'0.1T<>V.$D;)?X90KZ1A)!-^BQB`;(JM3/3+W"V?\`,.<] MWL6Y#PI&XYUTC]9]:Z/;GV('[-W3M,-8+RVVM$#EC8R[Y7(^(X<9=@;)',IIE9E#D*O[1D6SLZ7M).2$53NC'Y1 M:':;7,'U6=Y:,T?T:C,;2""9GCY."U1UR75-W']@&2[[).UAH1RF3N!0/AF! M?K]H"0#"#0KETGX."6&__5V04='/4TEY59R^7:OV4=K9I(^68(>X;X3PA8W/ M<@N[36;$,=8!32!$_:0IE!-U!HE,BOA.]18)ZH:/(-V)'1C+I,$BS.TY)E)NT*<$R?+)\H"%#W>JG<( MM"N72?@Z)R%D[ZMI:!D:\WJ5PN7XNM^C]ABB:N:10D:O59:&42G7D=80V`F" M.7R:RYFR3@?Y4:.]1Z!_\`5F'J/&B5SZ3Z MQ]F/F5_(C]6-K6^B1V!=ZOXQ=RK?YT%5LLV7Q_T22MS'VVZ;MY`1^J/S/'JZ;"D1NFB[RKI1 MT$J:BIA=*>QMD0WRG13$!4H'%$/;+V$*/<)E#=/;CR8.;P>9+S+9=P=D3'.S M6:M+TL,V%Y1?T\Q!B7(6G,Y?'#6!NE5L\4Q@HJBY&R+DDWS)N%:.G!VIG@HM MC*'4`C<#E+:,3G-OK'V7LOIX;&^MWAOTILLFV%J_FZQE"3=DZ"`*+OL[91=* M.2E^&P3(1T985"@FD"0%,`$$2=!Y)=<=(HFEY&C@.!0:\.]XWG>>6+6ZD9MU MV:8^U'AK?OI^S9F@NN%%^7D=#@.!1.^H&P=F')/DKE;U2-S,2X1QS0<#ZEH91U=NFRLS MB*_;3PC_`"MF)S)Q./,4-G#6!S&Y_"$S17Q7IR^\X>%;%$"B80L6<\J[I\%[ M``````#H````'[@!^3T]/3D=']X#@8`^2%J1U@_$W>]9,OC;U>.=X7YJBR?R MSMMZM?E"L6GM(+][YT(=J13]A!-^^.4/7A)MYH+X:U1>-=Q_"KGJUH3Y<08P MU_\`):CD2]UZJ6BZQ%*)DF^P%9HS^PITR'GY".B;+82`Q;O#(_%^2HF0ZA14 M)UK-;<=6>FT/EF\,PXNI..L71%POMBL]^R7CFU M5"B5!M%P=8?E))VVR/TF;0CD4DU%3#U,!2',4LS%&7?AZ8NXSQ4^.V,D&ZC2 M0C-.-?8V0:+%[5FCYAC6OM'C18G]\6;.43$.'Y#%$.1J)KK"1\1``$1'H`>H MB/H``'VB(\"#_? MB^'9BEQE;ON0\D4K(5#=]DZDFW@`8.F;-\RD0?,4"C69UG2\./:^S^YV&<]N MLC^0S7BH/,O;A3=2UOK6;]?1FD5+A(24O(*G>&9,&3!L@-8G7FP0^G1Q'>L`/LD9 M1NJHH3^B7KL^1+#NS2V,1G.\Y>/@2JT,0P1L*NNI*Y>:G3DZ<%A:)*Q2)FH^X]7? M$:"`E7$!L,Y5IIQI+)GP!U>_4CQBXFI^5,F0F9\DUG*FT$->,MUK(2^6J]D: MQ,MEY&C@.`X#@.`X#@. M`X#@.`X#@.`X#@.`X#@.`X#@0<;ZZO:]9C\F&B4CMG@;%N?,*9APKLAK?6F> M5:A&VN'HV?XA:G9^H;MF2814CF#V\XXQ_S-FTCVJ#)@U;,639 M,J+9HS02;-6Z1?WJ2#=$I$DDR_D*4``.%:G@.`X'G]>'##6U5-\O^`\LY9V/ MJV3-?<@7C>>&P1@Z)V:3RI:,.`\KF7)T7$S@=.;?_J7C&\7`+,G"I6Z(-WCM MLS5`BC@I.5SB_'1Z`O(Z'`<"@+]1%3=+I[R_4*P9]S/F:@[!UW"NIJFN./Z# MBJ'N>/\`(LF&:,J.&[;(EU?ST6^I#96S%2:G4;H.!3:G%8"G,'MC>3G/NGP7 M^N1T.`X$>WDK_I'X:KLT3EW]ZFY!J%/7M4)'BPB[.9[-][9 M,HBCVGZ:<[SS84^.%CX][(PS1,^+#'/U+A&+=_4F^>'6LV7=7JJ=Q*>S:'5) M2N:);C"NI>0315ES,NA%E">XN`=!/T%Z%[;O@G`UKIV?K'KM@.P:JR?GF@-? MWN,*C)8A;K92\/4D#O';V%9+U`7C/)CE>X-5DH@Q.\DB87HF-^?_`#A1Y/18 MK33=3R=*>1VD9.5U;EOVZ:7Y\\M:U1=EJ!K?#4:^^+]M8$)+W21E=:>2NS&USP*N):P,H?7GZBQ>=BSLV M=J:1I,2*RTP[@%$4W(%%1LH!B@)#=1NJ?CT^366!7P M20[RNJVK#?U&\6_&00;5-2P2F*V+L95/Y3ALWKIY%PDL,@3W%U"$;#[H=QS` M'J8>#3BBW'X/J_&1-EBUXNMYOC&RFO\`F@Z#C:N29R.TL>P<[[YW:0D5FYPP M,\9O+\K681@G**$<`9,T>W*J4RPJ"62UC?R^JR5R-G`CQ8G`5U2)K'33Z)_:!3>O3TY88RX^"P/ MR-G`1,/TEEO].I# M8LKOB=P5`X-N-BR)AF(R+L]'XNOMNK(4RSW&DM=FLM)0=BG:F5P["OR$FV+[ MAFPJ"8@"'<_-.!R-'`W%M)UW(&'LL5U-`]GP[FW'4RUMF*\HUT'!3)+ MNZI;8UNHY:'Z(RD:=RP7ZMW2I1),5BCJ#47<\,ZQQR>C!R.AP'`\^'ZEW/ M>LV%O*(A$94U%A]@LWWC5;7Q3!&:7><\C8U>:S6"/R9FQG%V1IC^K1IJUDIZ MA9'+>7*C*+G;J?!(W.4J9U.ZQ9SR]T^'W>@RCW>REWF$Y_:3[SB``)C=H=QA M`.@`)A]>@>G(Z0^O`<##;>R/BY#"%4_$VS9U\#:S124C0S,,-V-?UHUR MW$QR!\M!<.J?_P`;\@\)-O-69IU&QCF#;OPV43/C"MY"Q#>*#Y>8+(4%?#F' M'MW;8HV-LZ^&F%NA)=1G#32=+?NW*\$C((G.V<&,HD4%2]Q:S%-/'[I4MNM" M/%GAO47:G)>%==-3L1Y2HVN^:;KCR_8F@Z3CR_5?(%9QO9I>FV&JVBEKPU@C M;+&6%L@=FLV7*M[W0@=0.)3-28QB)F*69*>$F2E);Q)>/9_-.G+V45U>QFF\ MX@D@5,>[[P=OKZ]>1J+:62D\*@YW3Q7ES!>S['(6B MV;K=3]L_(?;JU4YG#ENC,8V#76?+KUB"1:R^=;T[L>/[!D:@Q^.<;Q4J5 M]VZ5FWIXN/!E[CD'*%8F*3I>776#L=[A9?G;LVZ1/B?B"IS=PN1,*4QY>"U[R-G``O^E,]7'Q( MN=9'R\5!R1(#OI!JVR9J=.C7H_M7:*J2,O*0;06)`63$)-%LJ4Q5$DSEL,9\ MEA?D;.`X#@.`X#@.`X#@.!6H^JBM&(J1X[,6W#.^(76><4U[9;):N/*XOEVQG;5]UXP[M)8'.HF.=5W6\.=\=RS*U3@I M/5,[R-'`8YU35QOG^I[.>1IYE/9$=C;KDYOEZ,&G M;+)EC$<82C`:=3P,N_9*@^CWKDRH,/03`X.(:ERQO;G])>C7S+J*3EQ&F44+AFQM:CJWVP5J8L6-%$< M:*OG15HMVQ6;]H.R*)JD*J2N/B=I]%9%VY;BCVMTFV[.OQA6=D5*=15BF(A M[I$2F7,7]X'7A)LCJU<\"(Y5.M&-C"5P*JC1=(P$]LXJ`-2(B8;_*_38^%.4EVTXGI%7H. M19@V%HK5AQ^1;& ME';&[`Y0KU#KLVPAY2O&R'8,>:(RS/'\A8F5IA"L6E\?62UX]BYR\VV6:-XJ$ MBI&2"-BXG8@/R$$WC9-LF54P=BHH"4OJF;B4QY>"YIR-G`D2P]M MTMF55&Z3.%=Y?F915PV44K5,-\6YS_%6*]!D$'#2R((5DSYP=,Q0%$J(KE,0R13EL,Y.C_#SOC( MXCTPKM/VJQ'FY31;;&8YJN3 ML^ZAYJPKB=WE"?.=*K8V=7'(%;A0CK1;ERE0BC+MR1S]ZJDS2=&>*IMS*&Z. MZ2KD:.`X&"N_.PN8-?:)A`,%L,;NLBYRVDPSKG$O\KPERL=+KI,J.YIJK8I& M#H,]=P5=0K9-S MB':5JBJV!L)DE5UDLW/#MUSO.A#)E35*5+[X',;\V-T3\^S3=_F91'XI32R!A1O$XDQ]@_4C94`<>Z'0YTT_WG&A^ M79\8P/.&B\.I,'\4T@P%!T5-K&);=P[PKDZ9@9*GD'2TZB=!NL)3*I@V*98H M"4ITA'N!H?GV5)/!^SIP;D,0G\'%@-#\^SO0&A^?9U3GS-GEJU+P?;MC\QVOQVW:G8Z6 MJTOJ7>QYVD(Y67:M9=8[5X]A$D%5A)[J"9"F$ M6A,Y1%9HFSY&C@.`X&#.^>9\@8]QW0<1X,E$XK8_:_*,#K[AB9^"TF5J`:=9 M2=CRIG!6"=*D2E6&",.5R=LQ4E2F:N9)BR9K?==@`DFU(N[YUVU[Q?JWB*IX M5Q#"JQ-1JK=PHJ]DG1I6TV^RRKE22M5_OMC7(5_;LA7F?3">N-6QOJ5@IS==?,@[*3^'\B;)-26W.4H,7C/ M&,<3\(R\[>M$#0P-W9R=SEV5OU[3#RQ9SRKNGP7YF_3V$>@=`]I/H'3IT#L+ MT#I^3IR.D/KP'`Q!WMQ?DK+^LUKIV(*]7+=D9I>L#Y!K54MMH7I5?LZN(<_8 MPRU(UY_;&\5.*U\9J(I#ALBZ^(X*DNH03$$O7A)BL,`M8,O;;Z.8)K.-=BO' M=E)[3ZY8L@S,GD34/)M3VO\`A.,E90N^2'LC*XK^'C3-R[1FO9E?DA`0,^=, MPD!%$2&[$JD5B-82H8&V,PGLY2`R%@O(<%D&M(R+J#F!CA=L)^IV6/$H2=1O M=0FFL9;:#H M-&;^'-=[)&Z9*R%_I#+(L4A;BU(S*)K3FQ)M%7K5XTC8]FV53;/2*,VO%%XK M]V-.\ZTN4SK%:E1.+,;SFT]Z;SN`+"_C'EQN&P54UUQU&1D/A2`U\PUC?&=8 M@JO@)%\[5:+++R$H^66.B4ZIS`JL8S6NBR9/@(P4T``(B,3)````B(B+-;H` M`'J(CR-J;GTI.,GY9TPP10<,9RIFM>49 MS='%QJ=G'(&6G^"ZICZ1BL5YRF'$E(96BRFDJ@M(QD>NP;*-P%5RZ=IMB_S[ MEAG*W'1B;],]5+A6I'9N!RMF*N[$9:QW1J%3[3G*F9-?YAJF0U9;:G>N6=6E=I:]C?%.2G MWDOT[8_@6,[C+WZIN8N'W#K#O&@L9J MTU-O-+KR-'`<"-#R4M47G[`:+@HG3+Y+]5W0`!C$'WF`7Q^V-U*(#T(Y;$$0 M^PP!T'T$>6&=;9@:XEH60[%KIK$3*U'C;. M,1'3)HW\8CKXRD&BWQ)(@D*]9M#KD#WD2J-SI+**&[6CN34_S"X9VWR'C['M M,:X^HC"-R7C'&YLNV;'UQK1I_?Q>)_P`M([_% MK;_!>!]!DHXI_:-(,@4[@+[8ND`/W#TZ%[!4[NX>OV<#\&EXHAC$/)QY#D,8 MAR&>MBF(<@B4Y#%%0!*8I@Z"`^H#P/S^,Q'^6L;_`(N:_P""\#]?B\3_`)9Q MW^+6W^"\#YK3D(V*B=Q,1; M!_2S<,H#^7@?W\9A_\`+6-_Q!&#YA9B'EO'ML!`1SR)GI)2R8#A'U:;6%LQ=/1?[ M)8>9/(!\NW7%S%A)MG1FZIC%`2)JB(AT].6+LY^U*?R-'`/4K/.'/'SGO?*@TW779"G)Q>#S@V5QYD_*%WP@<;#.._P!'+*"9UJ'C]VQ; MD.DD)R/UNP_0%2FK,UK5THV\Y/D!,)OF?3U>0U`O<@!1;2#9V(D,N0KDQBJX MX9@4R+83'3#J(**`!!$@")RJ&Z>GS^S47#SO[:8IJ2>7\V^$+='$6`(9_4T\ MBY.M=_QVVE:/#S]CA:K)2PX\7C&D_+JL9B7!-BU%1HI)=4A[FX*]2*&ZG@FX MT]VPQ7O!KKCS9_"B=L1QMDPEE&`;WFNJU.V-5JE;Y^CS;6:KZSAV>.AN18FL5ADQPIP-`_1D5OA?ASYNQ]I^W6?>^Q%]\R.3[_`)+% M#H[:?#<..I>U4/:!\-AR)KBZ3;1F.D3KM'8'=,P5]I641`W:#KKRN<5K'3 M^)>A_P`CH2Q.U[59*V*H.?6^KFO;O4V$Q;5JE,8JNDI&Y3 MS0#H,LV&1$]IK+)O;TVJ"BC`S91)FWNGB$11MSJC$)_,8`Y3K^/-M:A$F; M++X.V(:(?'CYW\2BVBC2J6MS_CO2959)RW7-'&D(]Z28YQ=E#KUG>E;*8BJF M8:&2791%B++1\K7++'J0]NHUSJLU(56^X[NL*L(JPUSH%SAGT1*-A$Y$WK-3 MVSJ)B10PB:Q5W3PIP'`KT>/B.K50\H&T50@$$^ZJK..8MVR+%H^;[98O MOUG;(IL$&[)JBB&:XI1,A2]3&<*D,)E4%1Y9LQC[I6%^1LX#@.`X#@.!`)YM MXDKJZZ6RKD5BL(ISL"_4%JN=)U\BH1>*3$2=0!98$D!Z` MMW%L,9I^^1LX#@5WMB&;-C]2EHDM.M&TE#90\:NS>-V<>H@D]16>UV]/+C-) MSC-T0&QH9Y!N?:+_`#X551$AR`3[W*SSX[I"-'!J]FDLPZMJNM(]E5CD? M(9CUXC(^N05J?MD5RHQ^<<(H"RQ+G:IOU5"?/;S4<$J9-(HLI-@X(FY3BTB\ M7O-_L]VULV8J,'C/<##$)!SMXA*F>66Q5F+'L\JK'U_8'7N6GBEF)C M&,_+-%F$C'/!/+U&>25BWYEBBQ?R`B>4W9Q<*;[CC`$'M3B";RC;\6U2-N^1(R'5KN1Z["_HG5IE_%Q4L\L2 MU+-5SRGBN7MV+\@1RB-:NE(5RQ)-D'\ZNZ#6CWFTI4NP+E ME6D:,PWBE)-FS77;+"V`#1JD\Y23\*!W9\ZE M+<'%RY9^0.JWH7J7<5H9IDO7W'\VP8$24_.E>1:#+VW!_P!X>#.O!4N>5,#7$LJ].F=F)E>ULH9JF)5#]A%2 M&/-6O_/H^0TSZ:Z00G3DC>RL?$[98$P.H`"F MF;L1$!1$"]IB`U7\&SNJC],FBY%5]A77=%Z,HTC16>:\YM2>?C;M%)RP8"LO M0"KA+N6YTU44NOOG()3%`0$!XU3_`,VL#)7TVG3[NL^*7Y1$1!^3QJ[(S!'P M=1_AI)<&BBDE$W6OC7\.6*=P)CMWH)G31_A!B`D3W0:G_`)MG=4/Z M:9(B#AWKYKRW29*F4365U;S0V1(HY>>_T7..,TTUP.[5`I"J=P``@F4`+T+Q MJOX=GP4_N::ND1LJ&NF"9]O+G7!F>&TBSODMD0L@=207MTP@@`]&J?^<_\NNLY$UTR*D( MYTG:`=I>C5?P[,3]WF_A M7KFL-ZGM9]7*M5LSP%EPW9\>9+@M!=@*3GQP(OW"J<.A3-4G;32ZW#R.AP'`J43(G&HY:Q]:"H+]KZ+.1!T:(!,YRN6QDR'$Q54Q`#@A,K.!?3YS3F3\8 MV-XUTP.P6J>:=L*P<%7+UTNZ%MLYE:2,[<*2**+T%E#2HE$%!4,8"`855>[W M#6;IA[4UW(TJ1&V4:>V5/(L5+.9R9L)8B(@5P:N&J:7OO79!$I42"?4N>-*Z7K\JO2(YET M.`X%![ZG[,]%QUOU#TFVZ2XUV>?Y,THQA#U_,5Q4R2VM.K\BKEO8:%;7.E/Z M+)Q\4U=D7G0D^V6[D%'<4V-U!--0BMAC*\^'W7UV*(-V3-`IU52H-6Z(*+J' M664!-(A`.LL<1.JJ<"]3&$1$P^H\C;5]TC&54FKWDBY57'U'K;4KV MQ7*[V&(J=4@&9UT6I'N3RV;+ORF27;'<>0L%S-S'., M>X<9HT&2:LI#N3(5!X[2BU5TR`)@,AVFZ]1$H7DQ'NE8;Y&S@.`X#@.`X%=K MZ@EVHSJ6JQD4>Y9Q;,U,TW)5':*['Y&,2^^LV4:KH?G'30BC4Y5>](Z#A0HE M$1*);#&:Q+R-G`<"`O9!@J[^HG\:[@GX-V1>BNYKY;\43,=][:DU58P/T;,! M@!*:]Z1)[AAZA^'?*#IU$!`G/CNGTX5&AY&`;X?'6[=Z*4")L&L^>,>5&^RQ M'+:/;3&L^S%XJ6#\VUJUOWK^-CDZ=7'5E@KT=1VK\=E(4QJY,)2IJ&Y69ZL* MAD]@7%V,&VCNVN[5"U-A,NY4"W*91SG$VF*N$G*9?PC5HN0@8: MH8A`]1.WKTU.F?.[:#A*09,$HH[9V^%><66!>1HX#@.!7U^IAOU3Q;XS5LAW MK#M5V"J%3V/P%)S^%KP^L4;4LB,ALSMH6"G7U3>,;`W:)N72;HHME.HJMR%. M51(3IFL,Y:-7]-)<:QD?QAPV1J3B*NX#IM[V$V&L-9PQ3[!:;#4\2]=)''FK!% M#"4SGR.^/E!$`34/WJAM'CQ<2B9,ABI![2!A[CB4O4.G7N$`&PSE:/&&,FQ' M@1T]V/SUE78J>RMN)C2]YFGV%GOC/"&PTCB^MRDW'5R%JS=XHPA:\>0=`2*@ M$`33=.W*;IEUQM;Z1F?;"\-,57^W99K%+RW MEZ(NU6=92NF,[!A^5R%:5RT:*N%OM#;'=F=1;-:2EG)&C7VDDR`FBD0BI&,7 M=E>(E1-7QOZI*)(_'2/0Y4R3?WE''QTANUI]I`%UA%58$2="@8WWA`.H\DW7 M&R1_A3@.`X#@.`X#@.`X$;/E_$0\;>U?01#K2H`!Z#T]#7^H%,']X8H]!_=# MEB[.7ME)-R-'`A1L79R]KHKZ=1)NCXSZ^1H4"M1V1V_41[74<^(8% M=D,C**F(]AR)1#H!7,?J=J1)#KU`B:0![1$W,/:G1Y&C@.!YP.@.>\>2WGSQ M-@V'TQQE0LDUSR4[]OY[=:&D,C!D[+L4@SVZ=NZ+-LWTB./08-V]H8-W(,T1 M5]J):]2D,=03ZERQG6([SQQ#T?N9=3@.!26^H)6\F#_ M'V.Z;%;)>#:4]R/4WENV*D%(M*OY%=L;U<"LL?OY5L5O!^\H87@I)![ZH$-8 M8RG6?#[KL3;M^,W[`Z$]A+L#H(="^V7M#H/J'I^[R-P^_`<#%'=K7VT[1:VW M3#-(MU3H]MF;#BJVUZQWJENLA4YO,8HRY1T=-DZ3(_ M0,"#@Q@[A`"B28K%$*[/P6Y\C9JVSD#MYC6DC<+%8+*XKV-J5O=CJE03NRVX M;U)MJK2ZCY,XJLU]JK:5%'1@;-4@.=4X"4"F$O+5C9/7Y_=S0GAUW"367<)^ M0<"K.A2%PH!?('U5%$GMI"(#Y-1*7L)Z>@!_-XK!MRZ_/[N,D\1'D-@W3]O5 M-_:*PNW+K\_ MNQ2RMB/R"X1RW&8%GMMH6?.[O^CE?3MB>6/))**&-MWE3,F(Q53K[WR`,%HA ME1%L0JR1VYY!V,P$J"`*MBMP-RLZQ-/O]V=?\4MO+_RE,]_S9GR*_P#^S_DK M"[0A,C4:YY(/DJ^__#2SMC\DS5(&W;U`6IH[R:N3F7$WH('` M"]/R]>*PNW+K\_NZ^O?AHWP?UERQP;NGB;5W)RDI=9`-C,31>ZDOF^8+D>T4 MRSWY&[SN4-SK[&7TMK7Q_$I'&7;O#QZ34H,CHB`B*L&V>SHT/I__`"P.0!R_ M^HVW)*_<`"[XK*"R6FS*\6#W'0-$R[+-RIM07,;VR@F0`)T#M#[`5-L]?G]W MZ_N?GRJ__P#1QNE_Y%R;_P"LWQ4VSU^?W0LY-0\A&'\H9#PG$>8?S>95F\(9 M8MV*+?=,1^/_`#1EO%HO:V*:LFG%7>-V6=+6:41^6@F!%T0!$3]Q1*B9,YR: M\?\`7`W$YY-YU%=LX\D_U"EI:MB"^5CJ)XR<]UZ;120,!0?+OI'9BMMS1Z'N M@"J17!CG.<@@0W01"I,S$0]NG%?&`G%I&2/)N45EI2.28$.VC9`%5?CM$_*;5^/W M3B2/@"\R:*@A`_46[1G072<(.?Q=EF(BH)&73.B"/Q]AG)2G$B8=YP[#`/4" MCVB/65;VSU^?W:R-\%7G"BFY&K3ZB?.YD4R`0OS:KDN45`H**J^KB3S4\7,; MN6'U$PB)0*7KVE*`*P;)>M6AALUY.6>Y4Y:Z_9ZR#[8W&6R M5H9T6&MS*)83C7&L?3MV\=0M4DWB4"U4+,(1Y9ALIW@BX(0PE%4VSQ_UV=/^ M(WR+R$"DTB_)D[BYIPW2%^]9VGR/M?ANDU6JHEB72_DFE>YLL!%$SF6;"<4S M!T`##W%5-L\I^?W<>A?$3Y/HM9)=YY2K3*&2%P8J8Y0W_:-@,J9J5N4&ZNZ, MB11!FV:E2*145>_J)S")S',=6#;EU^?W*WR3.7":,QY+)K\-4$Q78%O^ M^#X1)V&$H?$8[H55TM^=`OH20;"'VB)@`2&5@VY=?F[QTK\4F3,%;?J;B;); M+*[%7FJ85GL*X?C2K[$.VU'CKG;D;!=K"O(9]V6V#DU)&:C(:/9E;,E63),/ M?.)#J=BG"Q$Q-93: M582XQRDE#N6TP\),5T85>2GQQQV\N$<.4G'-U:X M&REK1F'&V9=>+S&(79E7J),4-PC&/($8+%U]Q=.M8>:HJSN)06C91B]B06(L MR5043`W!,5C1'RT\3WDL2;R"+OR,(F5>O6;U!]#Y.\EL0\BP8G8*HL6(/O(% M8&)HY5=B*BR:Z"QEA64*)@3$"!:PSMRZ_/[OJW\3_DK;)-D$O)99@3:.57:/ MNY@W^=J^^O\`(]T5UW>X"[AZB/RC]$5SJ(DZE[2AV$[53;/7YN*+>+WS!*2I M6Q?(/55*Z=PFFL\>YX\B2D@+(X`5PHI!QNP\0+@Y0$W1%*8:&4`.@.$A'N!6 M$VY=?FW);Q)^3U5ZQ>%\DL.@FR*[*>/0N?DS+'2(NB)D(>235\CRSI0[$4Q, MA[2R(%,!PZ`"L+MRZ_/[HY_)7IGY<-1\*8>N.(]S'&=LYVW;7&M;P]6W> M0MA))K%7Q_7V=8N51,5$S=PDY`O?=&9C*(N MG&\""FRZNA;D^Y1ES[4&V2V2_7H9R-+%<;T&390''>..A&B]`C`;`7\*_@G9 MT[?7NY);QLFHY&C@.`X&).YNLLYM1B^ITRJ944PU<\?YMPSGBDWS]"H_(;.. MM^%+W%7ROM9>G24S7FTU#R$A%$2<)@];G]LW4IP$.$F*ND_V>?)5_P`I)C'_ M`(!-8_\`6"Y=$IEU^#9)C7?RGF,P_1[R6810(#@?Q0)WQ\1C\ZC3M#M"-&-V M;B0;N0/UZF5!8@A_?0Z>K0IEU^#I'6K0/R4:Y8HHV%J_Y-<2$H.-(M2'JC)C MH#"'DG+)T[DW[DMDDYC8V14>G1>R'N(&:$9&`0Z*"H7TXT(C*(I5D*GKMY+" M`8#>2G&JPF45.!E-"*F`D(THB`G$H!W&,/41:%,NOP?% MUKQY.!^/\'R48E3Z.""[%YH#7W'SM.<5"`4#`)!$0$ M&A3+K\'`!UT\QWY/)OJWU_)U\<#WIU_)UZ;?`/3C0IEU^#`6-\@EB6L$?1B> M9:NSMM=K69DS)#>'?.LBTLAJ-:!HUVG:P_B9UY#S]2K=V$L6[EF#AS%MGJR" M!W/N+)=YFL]?@VJ.\FM?F$TE87SK81FTW%FF*4U/"^,6_P`P#RYUZ+_')ZGL MOPV]NOF6N&A/X8ZCDN]X@T_/'3!,>[A:SU^"1W'^/=_,O8]HV5,5^4G#5MQ_ MD:N5N[TVUL]!8)>*LE,LS%I,1FP(!U'C0I MEU^#^'UX\EHD/[?DEQ>53M-[9E-!ZTHF4_0>P3D)L,D8Y`-]H`8HB'Y0^WC0 MIEU^#IW-'CXW?V'HTEBG+GDX4F,5W4T.WRA3J_IAAVMJV&&CIZ(G'D-4K&6W M2,[2T7HQ8I$775F'*`*`;W#B7[PI,WE,-R-'`<"`+RJ>=J`\86?JW@R8UV0R MB$]A>M9@/;Y'.41B]N3])\A7&AM:I$U]?'MWEIN0:%I;F07S$O=SZF1INOJIF35]73 MG%1U\?YPE+XG682#D:]9K1/2,!`Z^C&67\)18+IF9,)!U727] MM46Z3E1)_P!(F++'WT[A7BWBYQE-.U+((6O,>T=N8HVN)FH>8:Q=CV+R5)QR M1D9I9VHZ:+-%RKH+MW#IJJDL7VUE>ACC)NZ8^U.%R-'`<"@SI#%>24_EHUR< MY3RO!*^-8_DZW[7P%CA?)&'I-_&9&:FWD4'LQO75'6:H-R]F0LQR.)5%./\` MX04RBA"+M1-9<\9UBMJ_?O\`1?FY'0X#@>?+]25BK2O(WE=A'6QVP^4\3YCB M]=-8F6#,;4G"WZP*QEA21RSF`JK*S9!)/LCXX4";%-J*IF+TI$5@7*140,B- MBSGE[I\'H,%`"E*4/L*4`#K]O0`Z!_[G(Z/UP'`:[6J` MK-J=QV/[=8_'"_R)0VL1`/BW6:Q7LEFN8IDZ\FI")6GX!E3(Z_RZPH1SQN5Z MH)1<@H1(I!L6<\O='DM1\CHPE1B*+N6FSW(US M?J@5%C-9,KU6J^,=M<9LG3A?O7LD0-8JUV(S3+U7:621<)@)6;H27DS&F5.J M4#D:.`X#@.`X#@.`X#@.`X#@.`X#@5J_JH8#$-K\XCVNQ[7_FPZ]TRB_KU:DF4S,Q!'&N]L0OH6.?JR[%. M0>3YU43+%0$ZJNJN6V?)UAB[P#>0^@Y2UOR>.K=7K3G&\=2G6483#V<<+8]C M4+ABR\5&]4RTX,;H3ZB)+K;7=;7;6NS7H+*\<)OU#,639))DV92J[97:M#,4 MW[!6E6J>&,IQT-$9(Q9@'%E"O$77IC](82/L]6I\5#S#.,F_AL"RC1N\:&*5 M8J12'Z=2]Q>AAC<12*,L^%.`X#@.`X#@.!5)\H.):);?-]X^[C*P$,%JKD_J M$]8VI9FBM,-FS+8;(8EADEE6ZZAX^6,H+91`#HI@*WO")C)@0UBSGE[X6I/P M:(_RJC?\0M?\"Y'0_!H?_*J-_P`0M?\``N!]P8,0(FF#)H!$2+)I$!NB!$DW M/]$$3*!.A"+_`-_`.@&_+UX&KX#@.`X'F\^-7'^FP?4.5N[0&9\K3>WI_(%O M\WOV"[+B>`JF*:U`_A.VPM[73AZF M83)IF'[3$*8>GV=1*`CTY'1^^`X#@.`X#@5C?(_!MT?,WH\^9N'3)Q,IZENI M`4@9N4EG4;M!T%*A*Y:WL]5+;0;8QR5AG+-*>IQ>0\+99A(Z4C*]D>C2+A!VP M&4CV4T[:NF#]N\B)B-=N6$BU=,G*Z!R3%6)<5N;EK5EL6D>0O&]H2;PA3M8K M21;+LFH"`_8(#^4!X5_>`X#@.`X#@.`X#@ M.`X#@.!6Z^JG>5"$\5AK?>:#$Y/K=&VLU@MTK0IN2E(2/MT7&Y`!&>JSF>@U M49R!;6NN/'D4N]9'([;MGJADA`X`/+#.5M>-&D^E5N$%>_&)9[/3Z6UQC1)? MONKD M;_*2UA;(]Z@)_(Z%F_D=#@.`X# M@.`X'FF:IVNE3'U.$3C2&P5!P.58#RT;X76P;,IVN[A/7:@NJQF0S+$CRH*& M7H;!A7#QKQ9%\V2(^>&<>RL8J93'-KDY1[J?#[KJC7L^*V]O^=^PCV?;^\]LO;^^]?WO[OKR-OOP'`<"JEY* MMY]P,'[7Y(<4S8G/]%UKQ?GNA8VS)#X>PIA2^$Q%AQ]K1@#+V/!>5; M=.W%]9,F2Z:;23<-H]R=)FR:!\A0J:U8F9KV8%S/GS!9,F5N[ZN5;*ZEJR-[-3+#C46[IRLR(EZH+(&,1P(%DM8S+H?R0_P`L?H5_WIJW M_P`:6\\DGD=O6UV2ZC1;KK0.%8G)>`;YGW'%A-DV:LTX[C,7Y M>K6%KW4+]CNW8>Q-;,O^$VW_:2<*7M=8=@`B[=J-@7*6!83'.PV3<9U.5@*)<\CXSV%KKF MMU:8C8UX>-E9^E.G@$*8Y"3B:G>0RY^Z\F:5RI+D[CZ8;Q2++JJI5+8YFFHH M8Z;1MMGGH6[)>IVNOVB2Q!D MS);>O2)91.EY>SSE;)..IATD@NDU"S4>RV1W!6%JT56]XB#I)1$52%$Y3%`2 MC*KMA,9@;73!&KF/T,5:Z8DH6%<;MY:3GD:3CBN1U7KI)J9.FI*ROX;&(H(& M?OS(D]U40$Y@(4.O0H`!7<_`<'QT)D&909*S&E#9-2(6*8CDB^SV;E))O+H(-'*Z4&0S=L985A32 M46%'M4*)3`>Q9SR]\+7'(Z'`8-X(S6?,>)M(\3V#!F%7^"LC9-7V(GH MNR9\L$5#L;Q4G!*MC]=Q:HQM%=\TF=!,797!NJ)3AS46QU3O\`8KCJ M=K/D7*=D82%XNVO6'[M>;$N2*A6TM:+!CBN3UIF2LV+6)BF"#F4?++"FW;H- MT2FZ$(0@`4,ND6AD8FN@J==))9)55JH5)RFFH0YVZIT4W!$ER%$3(J'06(<" MFZ")#@/V"`\*T$Y.0M8A9:QV.6C8&OP,:]F9R-B8>)C6RCR1DY.0>*( MM&+!BT1.JLLHNHV_0358/V;HBK=94@]0)$Q-F%FROB`U MMVASDSV#N&1-CJC>8O(]:S-!LL?Y.C&-4KN8JGC^%Q;#Y0KM?M5/MZ,);$J) M6HUB86QTV8FCV[D&Y7:15^"G-B)_.3)HE^2N"EJSLCNDGU'\? MV+-.99Y,47(V<;\H&,J;ANKQN6;M#6"OXZQE19&7E8*H8\KE;J=0A*S&?-F3 MF7[$%%%@22`3`"8!R-1%$,_DTM1H[S:^.FL(U>WS!IYEK6JO/0T0D[K-:18; M.WMQ[EHE5'S<\:+T0!-N1-)910PB/0"%.:9*W.]UB8PIANVX7EX2K14YC#)U!AWMC@+:X<1U MG2;EF8-T/<@F82@(VK$XS+%[3#P2[M:4YAE,GT'*^F]BI#.ZOAKMEYSC")L,HC5E[.JJVA'\W+2S-FWE)-PY!4C&82A MZ#:";*Z[9?J.2,^Y,PI;F&-->X4ZI$**5B)BZ8WD:.!5,^IGC9JJJ+]D4F_R#ITU0F/AHMW`2(Q[U9(QTC>T7V#*'[_N]A[#G_IR6KD"&201 M2.;O,FDF0Q^G3N,0@%$W3\G<(=>1T?7@.!C3MML:EJKA.1R[^KRSY8DPO&), M;UC'5/DZQ"3UKN>:"J\.V&S7AJ=RZ>NT44&Q%#B(B``))F MD58A2WD(V9J4!,6N]^)O4-&["$.R@&3R2E#MF3#:M-]+H M(,&9E0,BF"I_WI4A-T`;1-T])1R,OJ<\26V+!YBCQJ>4O++AZJNWKZU&UWK= MHJMB<,GBC22+$7>FY%M=>DD6!FRX**LU'28*(&3Z]P#T42,ZQ6CL/7WS]6/9 M'.(ZV4[Q>;I4[.2]'L&0(G&V;)G!F#+3+UROD9"M*LX;+&1*C*'A7*KT$DGY M4#M%%4EDR'.H@L4BB[NEV?#GR(7FI6/$T1F70#;G"5?RWES&^$XV_P!OGM3K M#5("[Y4GVU8JB<\VQOLO=K<$4O-NR)*.&L6Y]LH]QB@'%#=UB4F?(TP>LQZLVVWU6M$Q;L1-+M*/(*D92IERC$J[F77K($Y'L)5U#U M++-5114:R!6KD8>SQ$/)"F65J>0*#-*4G M..#KLBE$Y8P/DUB0?Q>@Y(K0G,NQ=I*$,K'2"/NQ4['"D_CG#EFLFJ81-892 M<*7_`.R*[S_[_P#Q4VQUGU86>-[2G"^?-6<<9KRW M?]JLM75UD//:,98[+O/N'(LVC.B[%97HM2=PC.+SHQA4%$*A6F#<7"27IXN]<32,C*)9#W;:.I10BCOXGD0WF01$J)E1;()(EV M`]M%NT*N8J1"@`%(/3\G%5VQW]7T_BP=>_\`9/WE_P#LBN\_^_\`\5-L=9]3 M^+!U[_V3]Y@_FAY%=Y^O^[_Q4VQW]7P<^*735XNR?N(O8H\RP,V52GPW@W:3 MFU';0@^P_Y<`./KQ4VPW!YXRM>W;E5S^L?=MK[HE'X M['R&[R-6J?:0I.B+=//_`&)@;MZB`?:81'\O%3;'?U:;^+!U[_V3]Y?_`+(K MO/\`[_\`Q4VQUGU?-3Q9ZL2!?9LT]MQ=F`""B45<]^MWY^+0=%'HF_19.=@2 MID?))F.0JGJ($4.'Y>*FV.[8I+Q"Z1OU6KAO#[(0;EF8YT'%=WHW@A52JF34 M(FL86>PY"'6;'/[B1A`1(H4IO[Z'%3;#1P'B%U(JHE-7+9NI#"0ZBA!9^1/> MX.TZI%$U#![NPROJ=-4P#_,-Q4VQW]9_]D_>7_P"R*[S_`.__`,5- ML=9]6#/D=T&P#K_IGG;/N*9#8F*S9CFNP5BI]_G-S]P[-()68EXJ*#:7F6]B MSA,Q$TL4G5(WRV;DGLJ'+[9@,)1$Q$16+I^@Z]`Z].O3UZ?9U_+T_F2GR;ZZ^*[#--SGLK&9-EJ;>,G1>*8=MB MNL15JGD[%*UNSVE)T]8S%DJ[1"(1C*FY`Z@.#J^Z9,I4S=PB52J3E$79`ZA[ M2XSW7UMQ-M/AQ"SML9YFKJ]FJ3>Z1+:#M"#!M,2<&NE,Q3*2F&C-T1_$K!T2 M=+D,3M,4X@/"QJ[5R7DZAX=I M-PFF.>?.C@K>?!V[!K7EW8??O:^[?L:3^ON2*C;J+BJ[4C9>=G]59D?4"@[VY M`KFQNH]VS5E_(^B^.&VMF9X'/]@Q/!X\I;A^//2?'^J&O&S]M7;:JI8DO-CNVIN< M(>CR.+,UZS0V-9VX42?:M8T;).M4B)/(?X)W$8Z(I[BCPB8)E<7FDZXQ2MFW M>&FNXP\:>8,LXV-K;Y.+#ER\:PX*R-D4USQ/+6E1.?D+]E*'MT57J+3(6)5E MZ=$6*/(6`M5@6DYU5D9Q&^XV;,DR+R5QTTI-D@GEIW@K.2_&COUCB&UMWJB9 M.Q:FYK8-YZV:7YZJ]+C5!I4X9T[G[;,5%K#04-%-FIG+Q^Y4(R0:@*HJB4!Z M*-3,=W??B=;(1ERVVBDGI7Z8P7C[EHI^F!Q;S-<6\>&N]?CI]DL)"IK,9&4J M[],@AT-WMS]2@`E$R4Q^WR3-%GU)5-9)-9(P'253(JF<.O0R:A0,0P=>@]#%'KR. MC]\!P(Z/*68&^K,!*K#V,(#;SQ^STLO]OQ8J+WIUW7?.O;+U56]A(.O80#'- M]A0$>6&+0CRA:=>*/Q9:/8DW@7S1KQ8(3#L+'Q;BQZ]9PGJ7D MF7FBFO\`)/L5Y(J]+L5!OD>I'7%N_.9E*&^.DY`AR)G**1:D3%'8M%OR6=_/ M[KKM/'XGS/C[$%Q\;N6]?<9V[.N+[#B1[?LH5_)=85$Y0,W8.M MCZ37$%4TOYXX,:7GFJ8E(`F`IQ/T[2F$$+E;SA(SR-'`/28D@+ZKF:*[@8BA"@U3]`66^;,HB)1,4/ M;`P]?3H-AG+EXPBHL.2/,3MKY%_(SKWJ1O#A+6?&6F=NU\A8FLWW6FIY7<3$ M1FS"L9?6+QM/.6",LDZ:RL=(_**ZXRZ8)%13(!1)$S,S#>,";'>0/!F\N M*=6-S=XMT.PXWJN(L+X]ALF83RYJ[G7*%&RU0H>+A(K+L#+X_S) MAY6!G0.]D8@6@D6[@.Z(BBY%9C*DN,:`^6'7/76@XKT#K&#=KA@]!`>*+N[2T!?*+-B54P^,?RJD%,@&(F;6O'PF7,*A""FD),YF3*@]W0HJ&[M+EA/))W$*8VA'DI3,8A3&3/JUW'3$0`1(84KTHF)R#Z M#VF,7J'H(AZ\4-W:6K+Y!KJJ`*-O&WY'EVZ@`=!"<0$`4-W:6X_QDH^Z"?[`ODK$@IF.*_[ M+9/:*8#%*"(E&^`O[AP,)@$""3H4>I@'H`J&[M+[$\C$F\-[,1X^/)+*N^G? M\4^O51K)01`0`ZOXG>^?KU(0P`;HH;NTM1_&!WO_DUO([_ M`%.]DOPKY"+FV:O7;GQM^2!))DQ=/1*EBW`DBZ=&;)^X#)DRB M-E)!ZY?.NG1(H)@4QO03!U#JH;NTM&CY)151244T$\EC8ZB29SMUM6TS+-SG M*!C(JF;7UPW,JD(]IA34.01#[IA#H(J&[M+!SR;[JVO).@>T,`WT,WVJ,.XQ MHXG7%[O>+\1UJIPL-4I>)MLK+V)LOG96ZP\8WCH-;W3'ACN4@^_[!@^U"93I M.DK!2"I5T45R@(%6235*`].H%4(!P`>G4.H`/(V^O`<"G1YD!2KWGC\9]RD# M/%H]@TU"=(LV*B1/)+I&!8%&%B<&1$IT@(9,W<;U*0^HLY9Z9 MQ*XOS+J%IX'22*->W3QR"R!R&$[G\7Q-FUF04U`,!$OCB M03F[@'J'[G+#G_I%8=J>`W)OD-DO$7I@&$L`Z@63&,32KG7:O/9,VAR_1KO+ M(UW*]]AI%[.U2LZK9!A(51679./930F'H&;@FJ2],V>RK8Y%M=Z7CQ?.>/;@#RR:C1@Q[JARN)EGC9 MLC'RJS94KY8:Q,HZ[P^EK2,?=TFM)2Z3F/CX(J+B:!++6G<9OWXR,3TS4^XP>Y55S_`'Z.RAM"OL#.35-O]4>XPS_"N(>*P4]A M4H.IJLHV=A^CM)T993\&5-V]SPP$$7K36OS\GJQ\CH@ZU&OFD<+BHFGFNR,3'V3%^>K?>5H(^& M:4:NOY&<8Y?IT*,VW;)%(^029BV756.HDL0J9"*)H8[J1:S8$HWR5AY*;>G' MR^C!+D&CF-S*V][BW81M6Y:KGSMD[VZZD@CEARZ4G*Y.%7<&'Y0IE:R:8BF4 MQQ'C2A^6[E9^O)(P\G*?COWQ4OEMT,=4A/3;9H]O;57'.PK2SN*R7"]T-.H5 MQW*91?Q36?5C`5*S4=(+-2.1(*Q#I@8HHI4RW;9K2E';OB=CGK!MDHIYA](1 MB>`_'5'LFTB9)P](ZC]+L>E?2KQ^5%)9Z^F$5VX+&,/;WM^XI2B8W5*X_9,/ MR-'`<"J_Y0HITCYN=!K1%TX]AL"=0U4@8":<2\4TB:R9WNA8W-A5=-T1%5N<#$4`J73L64Y8LYY>^%J#D=#@.`X#@.`X%7OZEBX5.FUC5-U;K M)"5EM,-MCX"*<3DBVC49*G+#&:S MK%`)8N-*8!`Q6#,!`?00$&Z8"`A^00'D;:_@.!&WY:WK.-T:NTC(O&D='1^: MM-'TA(2#E!DP8,6FZ6OCAV^?/72B39FR:-TS**JJ&*FFF43&$"@(\L,Y69-2 M^R6IL_$RD#-Y_P!>I:%FHY[$2\7(98QRZ8247)-E6;^/>ME;`9)PT>-%CIJ) MF`2G(80$.@\BUCJCJ1\:'@TGX!E,JX'TXN-,HARMV*DY$L3"%F`;?B4:S?I30.6+203:I%5*D)/<3*!1ZEZ@+4C;%J.-[^9[ MP5><38AK=+S5B.W6-]N[X_CL:_6BV:I'54! M),XD2(8X]"E,("9B;=4K7(T MG<)LYZJ6N(>0-AA72C-9L[3;2D0_60.9)1-0"G$2F*;H("^BGMYF?"SK+J!J M#7,G>+[#F1\.;H/,]8+Q;A"R8]V9SO&6!L^N\V>L/(:`+I(?I_[=L'ASQW6&"\D64[-#9PQ[L]E.C6R8V/S M#'VB=ABNXFE6:L5I3($_;)R.D&ZD3/EI&<-VI3;L^/`1<.SG3;I]F]&OJ@`H`"H6^RXLC-8-GK5F7+-FQW/L M4"LRZ^P M\:79+<6RY'9*M#FZT1ADS8S"&+:=?Z?2V5%C*O*XICK[;G[28BIMXM)K M3OMOT5B((>P(B;Q9/$[)YKB,HT[!SXMG,BJ#S\7:NV.V3)DQ,1QVL`C7Z,A( M+R@.6OWUA5;,_84^X4%0^_QHU^?9I&RGF](X1,\:^*M=H4X"X1;/]N&CA5/U MZD1=*QKU-`XC]AC(J`'_`$O&A^?9RTDAY@@(0%*CXV#J`0H',3(NT"9#G`H= MQB$-BY4R9#&^P!,80#\H_;QH?EV?:1:>7K\-<.8F>\;PS`H`JTAI&H[.EC4W M)Q*)F+BS-KL9TL@W`1*#HL2F9;M`WQT^[M*T/R[.%I#YOA*L*P>*HIRD(+=- M(VW)RK']Y,%2+*G(06Q`;B+-D M!B_&S76YE^KR5">V?N2R+8J2H]C:`_1RAD=+JK]A>XTDB5,@F-VG$`*+0_+L MV*82\TR*J05]]XO))$3.P64F(K:^#5(0CDY&!DD64Q82JF<,P*HL`G("*HBF M452@"@M#\NS;D5/-X4`]]KXJU!]Y$P^R_P!N$0%N4%/?2`#QKCHLH(E[%/4I M.@]2'ZAVM#\^SEB4AY@P23!:I>-=18$R`JHED/:!%(ZH%`%#II'Q@N9),Q^H M@43G$H>@F'[>-#\NS##R6-_)RIX\MS'>29?0QG2C:VY84ND!2ZYL-)6="N?H MC)?C;2KV^:M,5%NIX8\%!9.'<&BV^0)`51]L#"**53+=MFUD]<=T_#V'3KT^ M$UZ=?MZ>P3IU_F\C;6^8SQ^S(*,R?@]:U7$Q3NC"^5*[WOC$. MQ!@7MZM^XX&4<&$Q4S%*GVB*@&+J+.6?NCCFM\\RZG`<"`[ZAB7P.I&'%J_<) M+%6;&("Y+#.7)TCX>]'W>7-!<79/E-V-J(1[>,@[)SIR:HYN-BG6>906V9R^ MBSMN"\7,*,PCL?8YN31$DJPBT&K(B!7@B+=`QA2(2(TK67:VRWC\;L=GO'I6 M3[I^1"6):LSYQ!S)R&R[EQ*UIA$:F9LHB!2B(F.@^:.FA@ MZA]IDQ`.*KM[RHE^$2?WW>;$>-"FV+7_`.-H)%;I6R0H.PHZVU*->3]\;AG9 MR\BUMF6U81MUF.6Q'F&RK):2.ET9BV[03;$3+98QY=..WU>H9S+J*]`J9-73!V3=E9G"-EV-9DM^QTB\KV'<>P@$3S' M)JQ,:M'K-GHB11\_19$-^>,4MASRO6J2[3VP>)*HZ:ZG(9X\D=K<7I+6C"8V MRLL_*3L0P@,=V1GC&L?I;7(JJ8KSG782@Q,7*"=`D8=JW19)-@11(0B)@XU( MVTBLZ^+^0Q?$N]\@MG`-Y[`3&9]*,>2+"9?>3O9.*1+;%\Y9+2D&3?(CW9QO M9GQUH1)FLO"*."LV1`0=E2$[LQP:T/QW7^+:=_&GBAB=#=ZTL7^3BZV.W2^M M6P$G5LL8_2H%AS_:TK9!3\VNW:*0*K9RG)@8&ZA3E. M8!:D[::3JE/\6'7X&2>X.TWZF]`^XO3MZ#^Q=BWJ';Z=O0?R?DXE*CH/01#J'7?(!Z#TXH;^WQAO+#S/5"579MHW6NPOW$@"HL$&>ZOBP<*O00 M;)O%Q:D2WO,9<$6BQ%3=O7HF8##Z#Q0W]ODY7%^6^)?+&*ZU;O#)H4KTAGA- MNO&$_`KQH58I68HM-Z3*@HH\2]DP_8D81$W0`'BA&5>7R<">^;.A14C(1DMK MZX9NV+DB'LAO/XKQ7*4S1JN=-\W<[SLUF$@UI-BX;D=-5XS<3Q+B%:B9TFN4O7+8;-UM]\Q8203<2#MFP8 MLDE`_A`JJ)IF,S-=>RUI'?Y'L?\`O-M_VDG(Z-9P'`C@\LL)&V71ZZUV99QD ME#SN:=-XB6C9IFVD8>2BY'<[7YI(1TK'O4U6;^-?LU3HKH+$.DLDX*8MD;169&`$BV;YRLNT9@1(3"!`X:B*QK>KOS>S5'5K&&,<.73 M&NM.OV/KC%;NZ`DBK;2,,XXJMGBROMSL'L7OX9/P5;8RL>+QBX405%%4@J(* M'3-U(Z(&Z@(``B%AG*R);Z=K6+7"RW= M_A:S3>(=Z,086Q?G&4Q+D6QXY4F\:34W:-@H*'M60J-1)?(/JO2*];VN MO$7@7(O6@_P!XX1'_`-X_`VE*W51=H].!M;6_T-Z@W1U$VLS$N5$2(*+)H2+-8Z2;I/W6IU")K&,F1RD'9_XI1_Z_@1M^6B[4Q/QN;Y0JEOJR4P.K.9D`BE;#$)R1EUJ)*G10 M*Q4>%P@%[C]P=H#U#EB[.7MGP21QO^1S#_O)K_P!H3Y&FMX&%VZN_ M6N>@-0H=TV*E+VRCLG7<<;(7OR9>5;2&\:/:V[.9/PACQ_K3"9XO=QU]R[B2 M,Q8YKNV"&0CV!^]N]5A&KF,94M-\Y6^2JDR%-(XE,=T1$G+%F,MPOL!`]+'0I)= MJQF3QX2(N6IS+)G:NT4EB#W$`.6&<[<=)8">*R9\.^1M#L#7W93!4DQSI>&F M0+GDAGB/6#>MIB^.G;/EF_RQ8>D)XEIDWC-&$AX]PBW10AG:K1!,A2!VB`E! MJS&R>)<^SBP\+`[6Z$M*5@S(DC1GM^V`+E"JR>KV_4J^N#5I@&Y)TV!8TRVX M\/)W)L[MIT%56<>R?%42*4SM,&ACFY=4F,*Q_+("0B"*Y5?&:D58J,X;"<8 M-B*3F>KZ"XL5U&IN):/7K70;7=5K-L@]4;96F)\QG59KSJWHQ#=08\4%R-57 M*_>+O,;Z.BM:L%Q"\_+YFTQHD5;&;/ M&%;9LIJ'CHC+LB]492B"9E_9?1\6L@DL0ID2G,=--*XS-+.JV>=-M#>3+)=P M/XU;C)V=+0G#L$MCPNQ6JYIH()+/N=I)A8VLL^O*$"Y;RC\BS`K87*:J"K4I MU>U)5(_'(K.ZW)PKRA;&Y[L'C0WKB\G^*+-^**_/:D9Q0?WM7+6EUKC*(=_2 MI^/:3UD:4W/2EL.A!.>Q^Y3B6DBY,W*`))JJ&%("S,]&;/BP4`[7*1.BG>WQ M%H(BJ8Z2J1#J#I3BA<3('4(0KA'M7`.]/N(!P,3KW$,4$F/'HEPY&C@.!7Q\ MA&3<:Q'D1Q'@*X4FPVFR;((^->/A54L=,[70/T3Q5O!FBYWF-R-8Y10D97XU MQ\V.%FV,FZ6?/>P"(]J:BJ=Y,3[O1,U(ZO:T3#)>-EM=\%RDO\`_"?!2.C^?L/Z6?V(.KO]0#%'^M+@I'1RA'575]NR_#6^M^!4([X`17X> MCA_'J3+\+*54A8WXI*Z5#X`$6.`(]OM]#F#IZCP4CHVASIMJ$\;(,GFJNMSI MFU4%5LTJVM\-($342(_B<'8QCGA$E@`%4BNF= M717*FJ`!W%`W0W3UX*1T06^<:"UJU_@8ZU.&.*<)25TT/\EN)*U(-6-5QZWO M5LO-1U]"LX^159-(PUGM$Y)Q@#$Q@&555436.DD8Q!,6PSE%+=)65H\!!@Q` M?009M@'^]]DG(VUG`<".KRK-G#S2RSMFC=9TX6SMI61%NW14775/^VOKR/:F MBD4ZBAN@?8`"/+#.5DBO(TCGP9_*:^0?^U[\??\`^';A\O)F/=/D^OC/152P M[GD54S)@KY`/(BLEW!T]Q$^Y>9NQ0O[I#=!Z#R2N/U;UY%#&/B/"K%)I'/W$ MEO-H.V;L9*23C4W)F^WF'Y18S3:*:O,EX\I.0G$6&D.&U6 ML&M-FM3V&>L*IY6P_AG7G$&#\GV-@O8'1(E6GY)6L5@:P4A'SOQE5/>;&36 M;%53ZE,8I@0DQUG1T1X%J]D&K:^NMMO&#K\GEC`D]=,WZ_,]?MF]@H7%^7JG M"PMXJ&1:SD%;+5>Q1>JI9E7$M8)YG(1`,68I(J1ZB3EP9-?J2*WC5-[DJN^2 M+NX*HU80G+7 M9\?1D4NZDYKV(]D[=+D0J)+XPS7CFEY6 MQU/J1RTS2;_78NTUF27B)%K+Q+EU#S#9TR46LL[<>CC%B\-/BMM*/L3&A>M@I^ZW7_`,;, M=QD`?W&J;I-'\[`?ABO9V/%.XG=V*#VB8#"0@E5DVX]'RKOAD\5E604:1.AV MN9V)P3`L;,T1I98IJ9-PX=@K'Q5D5EHZ-<&M(D;$>)I?AN-H>!-VOT0;N/'SQ8QB#1NR\?>I216)2E;*GPC1G#PIRH%;&A_%,>,G^P,U6 M_J+TC_,GBLFW'H#XE_&(8BB:V@NI;E)5,R9T7N"\?/41*<.@C[+N#63*?I]A M@`#!^00XK)MQZ/BX\1WBZ=+J.5?'OIX5=99VNJJWU]QFT,=1^D/ZGXD?&"B8YT=!=3D3J%3*H='"-$2,H5$O8B4YD MX@=`Y:RFW'H^O\4QXR?[`S5;^HO2/\R>*R;<>CD\7XQ_'' M"D9$CM#=/DC1ZJ:[-=;7+$CQXBNBO\E%;YSVIN'AU45P`Q#&4$2]`Z"``'25 ME=N/2&<0````````!T``]```^P`#\@!PK^B/3U'T`/41'\G`@VW5V&Q+O)69 M#7S4:E["[*9PQ-DR"O\`C'8+61A!US#NN6QN*UW;^NV*6VBRF,=@&8>P`+O( MV>KDQ7OIF% MKL>LLW8'(U34.8[AR8B28>X<@&L,9VH_?AKF/*7C'QHZGX\Q3KCH_DG'M`@+ MA28VVV#G+$E5"Y6A.ZL,XWEP\MA&;HZ.`?'D*Q&RYD M@-MEL:4HJE2.*8&$-/$3`43@'40.4>GY0^WC1?RZ1Z_P\]'P2P>BA_(SX\97 M&=GVBD=\5]D6LC.LMX]9N5TR13 M6=F<)_F0*DJ%EC&;=>.[U3N9=3@.!Y\7U46:M=,);RV&MY?TBHFT=OSGH15( M^AY;LV0K[2;9KE,-+AL!58RQ4II5TGU:G?P^3D$ICV95J8%'C4I#*@@(D&PY MY:3WFGU63M'L+>07).D.EMSA/(C#8W@[%J;KE/QU5A=,L8R[J,2E,65B3+'/ MYZUWN:&7;-V#E%L15%HQ44*D98>AE0*D6(F8B:\FA9:Y;YM=[;-%(>1T2VB= MU)HTA)W`VG6&#D6@JIF/(;>"K:,0,[\-N+=_5_P#2*.G% MI&`3ETHWV#O6Y3+M2'%5,!.4.-"=T16KL?PW768M),C-YB.3C7:VIOBPO$H@ M!GP'0L=WTMKJ4TQ1:O5#FBXU@G66Q$FW03E6%90YC'5$"I7'[)P^1HX#@5CLDFFQ2DG2>G4>BJH*?N.'TKMM?F$:1TB"B2JA"IHKE2ZB(F[C] MH")!Z6+,9>Z%H_D;.`X#@.`X#@5&?JP'X1>--1GB+=NM*"[V%9PRB[)1^9*0 M=1.)13*@W!TW0!9?V>T#K$<)D_(D)^PY+#G_`*66PZO:C57DD7LD7=<@W M3\GM^SV/5XQJJZ+[/_R7:N;TXT0L$B4WWQ6E6F3=WH%!S0%_'*`/W$W#S;_``]`.!62 M$!(NF>,FG!.TWH!C`8/O%#@FWG"07A3@.`X'2FRD=$2^NF?HF?;F=P,IA3*D M=-M"@[$SJ(>T6=;232IG)$>,WCC4VH6V*592]4@YVGI!8L@R4:LE)&KTA%Q+99`LP\60K,ZS3 MDD9IE+J&.:G7:'0*O7Z32:C$,H"K5&JQ#"`K==A(U$K9A$PL+%H-H^-CV:!` M(FBBF0A"AZ!R-.3.:J-N^0SY4NE55 M6RY*E@)&MLY-OBMU'RE8E$XI15JS324CTDU"H@J85.66<9B=-:Z/53YEU.`X M%)KZBFT^5NJ;;9=>>/6N3L[@MQXXZNUW2<,:/B6W0<11UK7M<1G(S;O)#!U, M02K"FFL+A%:&436*"1E#%.=-/I6)O/Q^+)72^O>$4-/-26F5\:W'*N1D-7L` M'N"R&#-_\TP36P&Q966\O+UYI'T*U5BM1E@DFJQR+Q2#)E(@EW)^X1,O8U2- MM-;M"A#^#`V[,K&AK;9345#5B`?*07[&6\QW2-L=Y;LJ",M^B@8A-8T$',0S M.C^(BR*R5,E[(+F43,F1J?A5MN_E?\'C?1;7OA:SY'0X#@.`X#@.!4^^J6@4['3=- MH\C,LE(DF\[OHR+6423:2'X?'XF=S1'0'5045*QK"3YV0A3@!U6Q0.!TQ.0] MAS_TM"U?#)I(P\4B@FFDBE&L4T4DB%32323:I%3333(!2$3(0```````#H'( MZ-RX#@1T^5E99#2BVG0541.;-^F2!C)',0QD7.Z.OK9RB(E$!%-PW5,F904?=Z>W[H) MF`PEZ]P%$!Z=!X3FW#QR.D7N+M@72*YG)3[\;](F748I1ZAU6.U^4XY1,S=) M=R40:&:>P143B9=-,JHE()Q3*(^K^^27^D7BO^W@\>__`!V,$\$V\T@7"J_5 M*\\"66\I$Q/B327+TC/.XUUDS*^%\60*AZ MQG['MV8)B[7:0U!L$D MX1:@LHDB+E5%L)2=YBE[A#J(!Z\$V;;J,8#ZHZQF#[#:]86,'7[>@XWK0_\` MP\$61??4*'SHZ\>B59U@GG=5V.NVSVK%7P?9F-KB*(Z@C]RKF&0]G$=O,K(Y;N) MK[5LI.IB:94?$\=$D?Y#IDQ.UVTNXFKLV#(3H.3_``R-BLSE(=L8A4F*>?D: M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!5VTN\ZGB2P+2,P-,Z;AUVBY]R9M; MM%E/,58F\?9ME9N$G)C,ULKM+KLE(Q.-I2-=!3 MXH(=>Q(AC?DXHLY1&LN\M9O.!XL=N+FUQQAC;^@.,A2182Y=V<,E&;+,+O;;9&V*Q$B&HDCSJ.D"&15:&0)U31(84IC2 MEF5&QDUK.\V<\=2T'X>\Q5A2+V&RM+J5E]IIKE6W617<9J1G]Y7J_"N3WE"O MN9B#LZ3.=2"4>,6;((HS_P!XBC-,0$TK&C.^!RS@D@JS9O"OLY5)F;=G9R0* M:B:K*RSM1J#;JO)R%7S!,(+,@4==J2RR_8I[9S$ZE+W<-5CI*FCX6['Y47V< MO'^2QUBUP'BEFM[KO+4CWJCB-M3V>2GUHS0Z4A6-I:Q:>6C.&.1T))N*"BX- M`6;F3[?8(0H66,:Z3-M'IB/LL[:99%\C[73C5.-ING>IK:`A]6<`)P"L_N=?(499B-#A6,6Q0AZ]I_84 M*ZZC*PU:.':)EW#8CA<6[991_^,LOK]#475`V0_P!A MC$C258J;FY4"GHTT,^YK6@'32S$TZ^0:R.9L9,CE@I%@0&J2"J;H1%1(')-= MS6^2O)ODJ4\=>^*-XU3U!KM+8E8.ORVGE4 MC;!,1\6LJJUCUY-@F^7(5`RZ0*=X(7*M.SOSQ4H)MXK(:"9E5"HX5\?R!57! MSJN5"):5XM(0SA=8QUUE1`.IC',8PF$1$>HCQ)C]DN?(TZU'XN`A+'6J;77*31!=W&J"07;,YDG/N*1N*U[)GN1HX% M8OZD-15&%U17^8V9LDXW9T)$SKX9"+(K5G%[=H@1P[62,W5/*K-Q**7L6DBBC@KI,QR.3WO<\/BJ,P+[J8^P!5`4 M$>A@-T`/3KPG/R^[C?CA^#^JO/\`^'-BM&O[?._P>P60_%`^4&VN5PD5OF>V MEZNY(%EA1Z?P45/8ZF]ON%)'U?OR2_TB\5_V\'CW_P".Q@G@FWFD"X52%RYX M%M^]AJ_CVNW##VG5898PUT;X*C[.MF:52S%.W6I*Y!3Q_DU+)<1KU:I6*Q;` MC>DY7]"&JT:>2E6`-Y-ZZC%%6R^JPY3AE2CK^Y^!#R>73'M'@R90@"`'[#=HCUZ#]G!-I;KJ'_6G:P=/0/V M>,*_[FU:X(M"'+ZF^MXON?C#0.I92 MT&JN:KG7*LI>75IUNE\FV@D/CZ4NULC\=R.,[%8*<@WDYEQ'%^395@>FC3KE M10`Z13W1B(RY3I_"0E?Q]?547PRZ[[=O&6,UHTHHQZ)]G\LKM)9)R*ZH+KEI M.-@-\EHJ0A5/>Z`*1@!+U[S"K!MSZM[B_&;]3W%R(.W/D(Q39F)V:K1>(F]J MMHXY`3.&S$3OD'M=QQ'R*3QJ^17]CHH!`;J@!P,H7OXK!M_TZMVD="OJAV-' MMD5$[?867M3<"&J,^RVIV!>/%%)"()%.G**5LQ^M%+.87J9=%O*)*LE'`>Z) M3J=#TS4DBS M44;F3C4E6&/TC,!03(J`JHB!C&4]/NE*`6L)M_TZNP:_H5]4)4:^$07W MO3EF%%9Z9V?V;=S!GJJ3U>,4Z2>.#1[9J@5-NU!)%/V_<_.G(/A M""JHH#>,VCM2Z12'2;IE;E--8YEE_:2.B8Y1$XG$ZQP,82@F4BL+3+K(AXS/ MJD9:-7DY+R*XYAK#)*+/21:6SF>OPN)^2FFJE'NTHO%H-E%V:YCD5%D=-L)0 M+[0`'J-K#.W/J^+/QC?54MTGK8_DKPL9M(H%;N3AL)L:X?(D3/[R2D:[D,8N ME(Q<%RE[U$!(D7U7EYKSZ MHO-JL%8VD'S-N8N1V^S.8%I&-=O9#+%WU:Q)Y,$&V?*&CGX;FH^WGO$](8Z-KGGB.P#80N MU`BL"KRT*KD*=>-)2LG>MVJ4I"*OW901$S)NRNC$;ZT^K.)SXO/J?1]GX7DG MHA0!D4'`O-GMA5#&DOD)=RB'Q\6(@2/%G[@`0W57WA*/=V@)15A=O^G5R1CX M]?JFXZK.H)OOMK@I-KO$':=T?;![*R4LV^*NU,B@E%2>+WL#\8S1J"*J8H=B MW>=0X"J8QQE87;_IU;))>.;ZJB=682YO('KO`JF(LF_@FF?]FT4#_'D7"C=5 MVI'4DC3W';0Y"=6(-`!!,G>7WQ54.T*9^?C_``XVOXOOJJ5U$%`\E>%F_M-T MD%$VVQVT!$G)TDB)"Z6*KC]8Q7*IB"<_MF33$YAZ$`O0H6L)M_TZN*+^'[ZF MAVNZ>NM[]9%)-^Z%Q(2XY?SFM(R:*R3HLBPE7#S$+I20:S*BY!='.;Y!@2Z% M4#N/W*PFS_3K#>8#Q!_4FQD['RK?=?5"(6CWKV1:NV^8-BR^R<%TGD>Q.:)Q MC&RIFR2+<[`3).D55479CJG,8A1XK"[<^R.#->(M^=4_)AH=BGR-Y0;[/YNR MMEK3R6I&3:A=KYDNGU''$-NQ!V"0B9IK<8#'ZE&7AI5B9.,5!"=36,0ZI^Q= MR@=)0BGW1`P`(&]/MX2L.*S^^>C=4="QM&YVJ%;?%12<&9S M^Q.((=T""_=["XMY&X-U@16[![#=.TW0>@\%80Z?4M4ZLY>TFUEJTI@[,NUE M3M>[>,7"V%M9I51KE[)4:7`^Q)83+CT;+X5L9;JP_C-PA%ZX9"PK@;&<)AA[1Z%'_TZ!]# M#Z#]O(UKVX\WGC>%#`L(PW>T#S\ZW;PS*WZ5WEN=>L>@<-+6]GE"@N`0S)%N M[VI5':RM-3@R#')ODSLO?!)C))%^29W'$O4]YEU.`X'G;_51, M-`7.^617.U\?J9<2`&HLXYQ$Y=^2S!JUA^T'U'U;F;EYB,\T.'?:ZX9D8*`K MBFA-)B:^R6QA5GJD*E)3VM<]+3L?",ED4D57CE9R1$G>JJH=0QQC<1I&O+LQ MSAM?9$?*5?YT/,=LT2K(Z'8N;_ID;+&GIGKRP2^?,ID&JIP[C"*F*/PN'C:P M5Z51M5DYM)Q(J>[)>PN5N=R*?E?EV?'J> M-K9=M%W<+?&B.+K-^*T^21J.ME9M;AG.Q/OH@C&/V;]14Y0;K$5$@\$Z:U9K M>*ATWQ3F450C_`)Q5$T6[ML05_:.IW=I0&\F)]RT'R-G`B%RAX3--\K9Y MF=D9B=V*@,J2ENR+>&$M4,YV>$9U&PY.U#&DWA>-_:,A\.6>Y0^2K/BB.S_`'`,=3V3 MH55LX:Y'>5!X5Y"-;>JNT3]Y=HBV242+['M@W$R(JFV.Z1K6#2G%.J,YDVV4 MFSYAO=SRXTQ_%7.Y9HRC8LGV):OXL8V"/H%8B7,XH#:#KM:0M4A\=JU12)W. MC=W4`(!8L1$,ON%=,AV>'J%7BP74*@U M2=S4X[9,2.7K@Y4D$>\55UC%33*8Y@*(5UQ*6I+29)<7SB/DTGQF+!=$B[A9-/M$ MUAC*:V[K9;(IR,VA%`$JA&R!3E'[0.5(@&`?YH&#D;:G@.!'%Y8SD0T;OS]8 MP),H;+FHUAEG1QZ(QT%7-PL#3T_+.C?_`";*(A8Y=TN?U[$43&]>G+#.5DCO M(TP'Q.O()^1_=)G(D00;N-9M&7U<`K%PV59B/Y^/7E-K\GV>-2=$ M_P#DSO:[/LGJ8>O?BW3R7*I,]>\?RSM0K>,A-S_`!_R\P^5 M'M;1L6UW9P,#E^[/Z^VV0%0O<;H/3KR+-D@W"G`\]D9'&-H:,FB/N&(G[KERL4A>XP!U-ZB`<)-I?/3"28S.G MFJ$O%NDWL9*ZU8*DHYZCW>R[8OL759TT=)=Y2']MPW5*KQX\+U.:LX^MV)\('VPRTE3\:7V[ M!D6WTSK4,7.I:,F;H5A'!/"[F'*[ULI[8F(S=(IG,8Y#&%)BL7,K=\I>R6 M9FD06AQ*F*G>Y*9H5#.CA3@.`X#@5'O$^=M#>;_= MN(7DVKU](%\E#8&S)6Y*!&/&&^N)K*JP>-+!D*S5V/.I!6U@Y(:%@ZXV<&6/ M[XOW)#+)6;.>/NIX_-;AY'0X#@.`X#@4^_.3708^7+Q[9*E&;9Q"P%*PB[0< M$<+A),5ZANY29&=6;M$DO;='6B+*FFBBJH1-8QCFZ@9$G746GQ^-(=>U.387@W2=`LK1&X@2Q2XN"M$553/&^G' MZ/YH*RP$G<)*1;^-[8W"]"F=&-YJVUG;+KWLSG&MU_,67LNR88=U;L#$,7W% M6=JN/\?1#&P(2Z:17\I99YR]=N4$TVK%L6(UX\DW'F,EH?%/A3\=UVS-.[5: M_P!;Q/;-.WF45-=)]C0]M:,+O6'(&/W%3JDQ9GD+&PMO9VNT-F$V5ZJET8D> MD[3*]I!G-JV,3V^C"OQD9(\)LOHABE[L/O%GC'^2YBZ[!VF05O&]NV^'[!Y0<52?R36L39DB,<-;C-U!_&OIY2*2,W7EG)UU53K*G.:ZLQ.%-9U\7) M\\USP/9$V"T@M=+\@1?:ZZVIK2I#`F1F5>;8\/08R>DFYUP?M%WAW7ND<&`"*E.*;IC3;&G)F`C$:,/(]9_(^#R[LG# M*)6?+Q#O075V6F6XLBJ(-8@&M?L\X0\@Z8LR':D34,B=(2$!0%`%,I=.C"7R M(ROCT@M%]R"-/$O?Y9_>:KK9))7>$>,,(5;(2L3(5&SV/\`"WQ')RD9*I`58Y#=0!)C,?"% MIP!Z@`]!#J`#T$!`0ZAUZ"`^H#R-O[P'`K#>693V_*5HIU354!0=:4NB28J= M@J;6R(>ZJ`"'8@3IU.;^^ARPQE>%GGD;.`X#@.!B1MKLXYU\A,?U6@T\F5-C M<^W$^,]=L1#*'A6EKN"40]L-AM-RG46DBXJF)<6U..U([R-( M],>+-3^4O:U%)JLD[0TATE,\='>&61=D6S/N^+0B#,4B%8BU!-0#F`Y_>[P$ M0+V!U)S\FQ>-?_(_>;_VE&WG^J6"Y4CGXM7Y48=*R:KP%8.8R2]DVZT#B&#@ M'#AN1L_6W@U^7;N%_843!=`@MQ[DU.Y(_7H8HAQ!E9([R-'`%ITOC1%%PM?H^>>E*W5B2IG,^*?VP` M1-RPF5G5_P!-9=L&5K6W+$[N=?%K7ABH88=:^5RH&:81U\CHD MT;B%XV9N*D$["LV\@KW)E^:LY.Z]16$PI,;+$'(T1T.`X M#@.`X%2#SYD<+[^Z)()R,BS;HT^N2:[9DY]EO)'9;88;;H-9)$Q%".6@%D%! MZ!VG`W3M.`"8#:ARSO"V_P`RZG`<"L3]7#'2,OXB)6,B6#Z5DWNRN!D&4;&M M'#^0>KC(6`P(,V31-9RZ7,4HB!$RF,/3[.6&5CQ(ZQ4G'7CZE M\S52EOK2+\F=LBO)Z/"BW1@C9JR2)E7)V:C=V!C*J-A6`>Q M0@%2SC,TM\4D.4?)MFC!F1:1C#+6A&/<376_4K(F2:HOD;>36JGUA&H8E>TM MG=;-/VE=@X2K\9!.K[&G$_LK.%DOD';I+"V5*"B[IB\.@G7GJO[D'K#&&CI] MJ[,RE@C@@-*5<4>037/7J9\;N'X+92M>1RL3;S.=_D5PM26&K; MDV$D;IB6$BDDGI(AVJWK$D\3:F-V)&<=!"LQ6W''D]57%[S)TA0JX^S+7Z15 M,F.FSA:U5S'%JF[Q2X9T=^[%DPA+;8ZE1)F?(C%^Q[[A:(8=SGW`(E[8%,.7 M5S[@.!0S\\>;_*SD+:'/\QXYL:;/T/`59T;K=0W7/:\-T2L-)^CQ]KV??Q6+]5,)>4^F:OZV:_ MI773/66MX4P+B#%@6^(@3:R^X0V$P=.)[76.B9'J&M-C?9JQ M1(5.N:Y1U3B\'5VG6"M4A''-KM22Z<.Z375=LT5I%XX4,B!E3;JS#LGBQ\?U M0K]]R$KK'1,B9!9TFTNVM]SNYLVQ5S;/V\$\51DVMESQ/9%EFC7Q(@U3*5?W`Z![@K$*2Q9SR]T+0W(Z M'`L)5?%4<]9UTA%9]TU>9HQTW<-X1-3\V>5624$K<#>@JB7KRQ=G+VI`.1I M'1C7^57VZ_M'M&?]V7>?A.;;O&O_`)'[S?\`M*-O/]4L%RI'/Q;GY1DP7UBJ MK8'K]@LYW!T"0:N(Y(CER#DV[V`!23^">&G_`,125[1*=`&QA.4>H&)T[@09 M62*\C1P'`<#@>5(61LF,,CUV'0!U+S]#M\+%MA431!Q(RM>D6+%`5EC$12!9 MRN4O<PIW#90&I%E6YRB*15.I`K,3,:4EAOYN=I,W;$: M'RV(L0ZT[DZG96M>>-8PQOL3G-#%V!L88JNL3G6CS=>LEBS'#YNFW^.E"R$< M1%C)$0_-2"J!>\@G`P"9K%I9&_3E16QT'J3L7$[:9B99]S^PW-NB-ZRS&9=C ML[1UK)^H?792M?"RE$R,K'V-&&JQV;`2)K=62C8S8Y$SI&("3%8(Y&C@.`X# M@.`X#@01_4'1+:>U"P3#O(^.EFS_`'@UY15CIB/KTM%.P!O>E2DD(VV8MS=6 M'C0ITP,"1WD:.`X#@.!4B\9D/#-?.GMM,LHED MWFY6>\IB,_,HQ,:@^DT66U6IZ<$VD)EKAJI2,BDQ0!P#=%U=KF*`>X*;:$(; MV'-FSGC[O7YK;O(Z'`VQ\A&9L'UE7(6Q.;M(\+7IS M?]A,XR3W.%JJ&OM9BLQ5YU>$ZB:2DH9V^DS%?R"R7]6?%. M92X2R1KYJ9HI=)/#ODBU\&_9HQCEW.&9\CU>2H>3)FG4O(6;75^K+K*TUJYD M3)$VO$Q2+]VVE+,[3.Y8Q9B((NAJ>ET[^H?E)VGSKDW'@R"VCN1=>[#OODO0 M23M^`7>8@L3ZS8]P!?\`,2>3:8O9Y65K+JDO9>B*Q22:H&!XW#YC-PLW42., MT:B9D13L5[SE#WQ)S[5^-5_3D=#@.!0?^IMPM7,@;^O,@VO? M?&&IQL7Z(XXE8#$=SF;_``MLV5:_K+V-F96ATC]`FAB/W#UY7T(TY)$RI0<2 MR'83L`_2PYY7GI3[IHI?S^1,'UB6F&L$ED(5%DE.L9#<:;M2D(#AFS5:(2#O M"6KN?PM(BAGWQ$A5.!"JJ*]Q"J+O;&3ZA=NHYK>YKR=7,AXOQ1=<`:T:%9-UYREDS%EKS4:@Y4 M;>1*VRZ<35,;T.2A\@SKO,QZ8QK,F-><)2248=0ZBB;4%>ZPQE?7I'S;Y'^7 M3(Z))`DCM5K5+J1CLJ,@XB/%1Y0VK6/`%"F,V=J)7^>;D55;L'@)JBL!!'\X M!3E0.550W=_A+LA#RKWYVJNW9Y4QTY\O4OKQ0W<4EQ*1\H&W[?Y3ID^P@[AVQ!4"5_BV?,DHU4302 M#Y;A-S'82D6"S,BY%/:536.51("G]!$2@*SQ$MNC?)MM_-*.S!?*-!_&=D9J M))^$OS$6>&%;W5F[C\)M*EDJ3B=9L5VYBKKGB8\R9Q[`2-T[A4-T\1+\3?D; MWL(G%A6\E8,:)@0&8/#BP=12<=(29E'9F!B@LW6,0A5BB)5 MC%-]UH5RXB4+6Q>GA*K$T] MG-LHV`KRL-6U5(B`8E4229+@?X_J<3G,IPE*]/1UG&Z1:N+,8*,9QUREH*RG MD586OLL!?449$:6$8!JHK(GB*)UQ&RG7<.@Q$QA&<:?&(CW@58R943U-.?RE MR&#U#QGAYQ=LVZ_2^\.)HU8\Y\C\:/7( M,TO\LO8Z_%#1C49#Y).TO8X^6)^\.@=#=?3F79R/@.!')Y;'AX_QZ;%OTU'B M1V&CGZ9D,O8_5*=D_(FL=DZ*)>J:H$,*9NA@`>G3EB[.?M2-\C2 M.C&O\JOMU_:/:,_[LN\_"HB`5(Y^+F'D;.Z)@O&GQ5Q1[]U/'^1ST<$;^\S M-NM@GY#<>]0GOE5+Z"D'<8_V``\BS9GOPIP'`6&%\`O M;0#B@RKEW(0C:'M3AXR;BJ<#.$&Y%>TH'Z<28\>BR%R-'`?EO9F0IT5%-FQ&U[476D)'(.0,4TIJV*D0>XTE9( M5N/V?)(<2`:PSE9EUX?A*;Q9>/PQ!*8AM2\(F(8@D,0Q!HL0)#$,FHLD8ABB M`@)3G*(?88P=#"FYC[82.\C1P'`1VC=ZNLN=G^D;!FW.!%31AUD?=-R\G./=Z_-;B MY'0X#@.`X#@4YOJ*G)F_D$\:1$U@2.[FL=M3`"2AE%VYMF\?*N$"K$.4B"9O M:*8X'`P*`4`#H/KRQ9SS]T+C/(Z'`<"O!]3AG_+FK/C?@=@<#VY2AY=QCM-@ M^;H]N2B(*>/"23HMNA7*X1%FC)B#?%7BY1PB8CALJ7M5$0`#`4P6&2;(^R-1;=`;#>*Z3Q?4MCW.UCO"]&W<7VGYP:4FHXUN]358%-*_,*U9J*I@HF` M"L7H:=EO.[B[TS^1T.`X'GX_5)?L$,_(?%2&X_[42.0T-%<;2&LQ]+G-1 M>W9AEO84[QCGYOD`R,TYJBDTE#E25@UTG1&1WA1+[@(FY8<\Z5K/%U_6N.Q? MU^#?B@1J9_#QCP[=-0RI$#.6*"HHE6.4AUBI=W:!C``F``$0Y'1O/`XUJ)"0H(% M45LLX_2$WW(TG;^P3CX"B(") M0O\`FX"B(`(`(E#)_01`##TZ_9U']WBIMAHYCZ>7P@U>'F;+.Z3X[@8.#BWD MU/SK'D%(L$$TD5$E%5%"D*<@F`P6+LY^V4D7(TCAJB MIHKRVYQ8-P*=&Y>/;6F1781RP<]7)G$D2R5W%]QD73L5CBAWMY MZQNVB0(%(F#5LD!@%8%3F$<_%]?*.Y4BM3V]F;`0TC3]H=$K/%$6`3M3R,=N M]KV1`CQ(HD.LU$KDW<0IB"/I]X.(,K)$.%.`X#@.`X$)?U$26*V_B4V.L^:Z M#+94Q?0K5KE=[GC>$N+['TE>*_"[*XD++UAK=8UG(OJRO+QCM9)-ZD@J=NJ8 MIP(;M[1L,Y685_2I95PKE33[::0UKPM+:[X#8[AR(4##D_DF1S%.5!T\P!@? M],S/,F3$;$2EF;SMM:NI!L5=L0S-%R#O:ZTZET/ M%E@I=#HM[L64\S1^*&Q,G93<8;QY48\<:90RG8;S<;VSHN174;"5^N8M=BH4 MD6J)C*E$3$*41X29HB-R=]0*\Q%B;%><[=@##SW&F:GDPTQT-(V)S1>\CO4Z MZ_28STQ:,35_29Q<,?UV+*Z;KG9/$RN((4K+&UI8X_=1K M%Y)2T5)+N@4,5AVHG`%",JS18LY&S@.!"/Y\F+QSICC)Y$.)EG88O='5%2NO M*_+2\+,-I.:R.E4E1CY""RG@^51S<:T;N5#I((?ON6&JF.F5L!3&^2[*80$2N7)1!=1 M-S'VPD:Y&D3&V_E"/K/L.WU\@,,0.2YEVUP?$L'DAFMCC^6FV4UKL0269/YII(K1)J#1+Y&86R[E MY&OVR:)G#!XDBHF[DEWTGW)GML29BBKG@^4P1=\-V2AQ,O7'60JGE")G(3)F M+JIE:H62#MM02;,%"+PMI!L[:*HIKM';90INX!*;A8FK.CD:5"]&7KZO?4,[ M'UV,M$VM"/[SY!FBE.D)`TE"P#.P$TYR;,.*\V>9DLBT&>SWQRL_>@A0ZNFJ MH1,`EI@`,@RO)SCWK>G(Z'`QUVXV+@M1]9LW;+V6`D;5"85Q].WQ]6HAXSCI M&>"(0`S>*;2$AU91YGSI0B9EU`.5$IA/VGZ=HDF:15$YDGS73V)Z)G_(EQUK MQRUKFJTNQJVP2[+;NMOC42\ORPP)T"+.EB(&V2+>V?31&#IO65)=-E*)*LEU M$W*2B1;1-W9CSB'ZDF&S)<8&.K&CF6E\9R:=8F)#,XWMM`TQ"J36<<0Z^S\A M7$LCX^QV^N]FHF0\VPC>5@8\#2+<3J$$`4`A%%$WZV6<^1M4H^I!@X9'->F] M\!F1.W52)GI.MS9?E'<1LG7;[4)^"720(B[:&%C,I%7**R14A,'110I?ML.> M=UM?D=#@.!7S^IFQ="YK\8[S$\SD'&&(@O>QVOD''9:S38E*EBG&SXUP4=JV M>]65!K(.H:#_``IJY9BLDU=']UV0OM@4QE"6&UW#\[=\+; M"L<+;!;#X[@\E8N;-;5C"QQD?D.0G$I&D6N2@XQS;X-T\L;A="14;D.8B_LC M_.NG$F,11/8GCO'Z*B:R-%IR2R*A%4E4ZS"D4253,!TU4SE9`8BB9R@)3`(" M`AU#D:5SF_>OP MJ])+D=#@.!0*^J7V$QSAG>E.J7/1K#NVOEYI)Z*K[T(XBT1`W8"A#6'//2OA]U\^E%$E.J114,J):S`E M%4W;W*"$6U`5#=O0O<<0ZCT]/7D=')N!MK!HU@V6"1UMIEMC8KR%YRB578UF0A(1^SF M)/2+%]AC7;1*RY)R<#4C#(CEFL=K3ZFX<,7!AEY)%NVMF9_+3DEP:M6K%JV9 M,FR#-FS01:M&C5%-NU:M6Z94D&S9!(I$D$$$B`4A"@!2E`````.1I]^`X#@. M`X#@.`X'0FT>OU?VJU[RSKM:K1;J77LNU!]3Y6UT)W%L;C!-7JB*HR%?=S45 M.12+](Z!>@KM%TQ*(@)?7J!)BL486(:1;V-UA5#S%[-+E^^!47>L^B*J0`8? M3N!/75`YC$#[![@]?R.#9UGF5]GAUY2]A761YC%5>PG,V!OKYIN MR=.<=5FU6.YQK)FT'![J"CYP+!;'JQGX,5#F`Y""02IE`!2>NKD=#\<^;\:& MNIZ;Y/MQ8LV0[_8,GV\RN.]))$TI=+0E'H34HF,AJFY^`@X0BD"$;(>VV1*G M]P@=1ZJFV>LOC=/')F[*K>M5G,7DMVGR;C"-R!B^_6K&TMB_3NO1UX6Q/DB" MRG785_8Z1KG6;;"QR]IJ449P=@\07.BV4(!P!<>Q4VSSE*QR-'`-3M)!.^MY MIX`-SQ)FZX/2J"GV&$0Y89RMYQ\V#OTS%WSYD;".[EPV=PE#:Z9LD]OXQ*VX M?K^%#Z\1560C]96;XC491QZR>>KS9L_44%$HOSN!=")O=[A2F&M=*+, M/(V<",_RJ:&W#R'ZZ0.$:7E2K8FD8G(QK>_F;C1;#?86_2I9ZQS8L362*W:P4 MJZQY'3%=O:3#67(].4V-I".8U(S_BS.=BV?J&2E<<95NN7W+&$UL_0*YV.3L6&\ MA85I^.7&1'F:[N2,PSB:M9-E%8.#9PR!_EJF67<'555.958QI-5A_D;.`X$) M'GY9N)#1JGL6D>]EG3O;`Z(%D6/\8.C+8J)V_P#Z.>/G!T%"()J(K/8P'JZ2A$&, M7V*)K.#`8%6S=R`A^?236]PH)N8^V$C_`"-*P7EF\!&2?(KN#'[*5K-N+X&I M#3L:U>;QKD2N7UT5\RJ*.0X>\PB4A4;"T:IL,GUFXLVJDH1!&:A/PXPQZZ1W M!E2V)8RPK-6#-J^ESV.L]7R;32[`:VQ%8L>46N7,)UIK!YX>U35RSI/T7KEK MCJJ25P/EJ=7<4#D%6MUBI8\QG!4HBKYWDB3DIA6SW.RMY.=DDVWLQK=U( MF3:)IH%(D1+6,3%TO_(TJ':<(R)?J),\KJM)0D4KDC?1-D]6;V$L,X>)X^TP M%X@P=.JY;QY'0X&(V^NM$GN/IQL M1K!"6YC0YK-&-Y>G0]PE(A:?C("6<*-GD:_DH=L]C7+^/*]9D*L1-=-3VC&$ MH]P``DF*Q14ANGTJFW%RLV3+\&V.JMW;&V4Z[V&P$,\2M))U5)FR(S0,FW7>$<6K$8:UFB2Q+PY;M341@J MAV[,&FR5"Q*U6BYJ3AJ'L3,9'NKJU;;:Y;A9,RK.V"WY9DVLOF:W9-UZ36%Z MLF2+*:;*UTNQ2V*2=-H#+:ZRS*8U[K$XWRI+0RT7A-9 MC+39&N/F36)12;MSN3G1GU=WY/$EE?["TEQ^F&O,N7'L#F)&4)5HBOK!$E8BP5:G7%I*.$_M6 M*8*YS?S^KT9.1T.`X%*[ZAF7\N<=MIEIMXW&5K5PF^\?6.!W4?5:(PV^.SHS M2_;4KL"OW^3$5+$P;*T_](@.$"(.%$?<[@]SVA"PYY5UI>GW7*:/[(4JH`WZ M>P%7K_L=O=T]G\):>WT[OO=.SI]OKR.CE'`V.SK&;5JPN"(*NCH0)EN5L** MB;AJ#G6>U2AF[U45EFSIR120'[Z`@D!!*3U,4QALL8_2$WG(V5Y MK'%IC,'7"E4'*SIHV+3K=D2DRN1J7#/DY%FL[5GJ7"7''\K.MG,6FN@0B,PR M,DLJ17N.!!3.$%^7,3^6`;-,*;FS\IM?J0Z%N:7QMXQ9_P#96R82'`JI9I"_ M4R]2;C,^3*TJW[04C:7ER*DG:9E4ACWX*%;A6=>=DN^G=WU;NF"*NAIZ2FQ6 M%Z4O(T5C1J=65J&?&5B@W`J62@7#'$C&05DQW?8>0?"K+1,PP9RR;EP*SE,3 MK=YXL4Y,H>%.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!#UYYXZXS_`(O,\5/& MN1H?$N4[G=M9ZKBS(T[?RXJC:AD*5VAPV6L3RV2#.F0TG\)>I?(_$@62%H"0 MJ`8.WKQ"96\X^;"?Z9JA[!8WP;NO5MH,T1>Q&9V6W\>K9\RP69E=A(6WH/-9 M\`O8)%CF!1Y(!:SUV!PUKY;LQU&E MU+)C9\XJLE))XY-8KRZ%P,>H11-I!N#D$IC`!DTESI"K(O7;=/5K:\T\UP#F MBIWZ>JI$%K720_%:MDFIMG0D!F]M6,+I&US(=;CGYC@#=R^C$$'`]03.80'H M(F)LRAX4X#@5$-/DF:?U%&;3HI-?E+WC?A1TX)'1A'IU"4W39$R"TRE@ZL3+ MI!%NFW,5HMD*VMVPG!1.+A3+'%U>3$>Y;OY&S@.`X&@E96+@HN2FYN280T+# M,'DK+R\J\;Q\7%1<>W4=OY*2?NU$6C%@Q:(G5665.5-),HF,(``CP(S3[S9M MV,171\>.MQ\M4QXNHPB=N\_613#>J3TR*@I.9W'K%NTF0K]> M:5J44*'Q9TR0^]PE:V1W[B>$_;KR494U[R;N=O#A^J--=Y123K5&U5*N6A-TF"ZK$R;/Y;D3ME@,4`M69QF=964>1LX# M@5D?JXI`6?ANOK7N(!9C/>`HTY#LDG7NE3MJTK[9%E%4S1YNL8`BL0JAC%`4 MA+VJF,6PSE;CHY[]*@)NF$UQB96,>1LX%`W-M=\G!_,!D.SU"WSK3Q:)>9W5R/R; M4$LDXQ804EEO]8>LQ4%7&-GHJ*%KG-]+5^J M_ER.AP'`\_[ZJ'76FYJWE:6JS[FX7ULG<^!P/*?]+'(W_U! MV_[/7_\`=^1X$('A`#H%^_)UT7\/0_WO_H6)AU_FAZ=.O\SEEC'Z0G[Y&S@. M`X#@1G;ATQYK+9U/(=A.OOR2](3B4]T,?5!JJH&PFLD4"K:QVYU5V90;V#-^ MN42Y/9*U)E*$L^A8^0KPJ*HOVI&U[,SI^4)&*[88&W5^"M=6F8RQ5BSP\98: MY8(5ZWDH><@IIDA(Q$Q%2#115J_C9./>`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.!`_]277,?6OQ,YBA,NS]GIN)7>6M7$\HWZGU MI2YS^/*$KL?C%O9;NPJ"9V_Z3K0,>L90C$5VQ7"@E+[I>OJA,JTT=&?2X0&M MU-T1S=2=42 M;+0296V%S^QB&,W)ZWX`EY.KR^4=63*.4+(X-[K^ MVY4R=85Y*\9%M,DX$5%GLL^=*]1[2=B92D+%I14M\J:3B/\`(CY%GZJ,"W31 MQEX?+.Z9FN4M&.9VV0CVBCB5?M&"3I1,#*E5]O MEAG+18^\/KM%[XMM!5T'B4@!=6<0MEW:#@CM-5ZRJC!E(!\I-15-=1-^W4(< MQ3G`3E'H8?M%-UQ]L,0-;4U(SZ@[R9-I`@M%[-I'H]8H!)7T-+0<3*9'KTG) MM.WN`S5E-E%L<3=IO=#T`0]>1>?'9)-M+IAB3::/B)>:--XTSA1`FVQ&0 M;XKD+7?91C"UW;K71U&1F26\$@JPJV8L>S?RT\9;/XO8KE_,8_RZTBW(.HTB MCA2KV9C)0RZBGQ$'+JI$\INSEY&C@51]0(V+A_J`\\_B2U=834E<-[E&35VP MI;BRO7DE4=%Y=FV:/VAV=X8%<4]$K],'GS6IF95`0!/O5$EY,1IDM<:1@7\[%LYE6&35504EDHMPZ3?*1B:Z!R&7!,4@.0P";J`\"OM]1#9L M.Y0TWP3BAQ3X7:][E;;W!9:]JU1,SQ6/LA;%Q#"27CIBMXXM<4X>RS1U'O+E M$.'#UDBN#1)=(RHD25[^6&K:%:TVZ5*U(X'<0=\C_#=N4W"*D>9%4.Y0A#USFE:\ZT^+T:^1T.`X%`7ZJ6YZ*PV\]?B-Q< M>;.7N^J:.4];6)_@>^T2EU.I7!UE3/:,P[R@TM4.]EIR.7F$89P0(]8BB:#- M9/L[EBJ)V'//G7BZ^K3!6-3ZH9P<%%QK4$*Z@=W1188MJ*AP[Q,?H<_4?41' M]WD=')>!MLS_`)$2OH!O\;7WW3=.@_P57T'KZ=!_F\"!KPI,",7LF5J9VXC@ M\9?B`1;OG+9PW!RX3QOLHN[3Z+MVQO>;`Z3*)1(!@2%,?WIB"-EC'Z0GWY&S M@.!'GO3Y+M?="*_*+9#B4<-'C1BY:HGIF7I9)-1%P]3(/> M(-2:;^.O7-E8Z-D?%8QK3)455L?9EC%:]D^K8TBLQY#CL31MR@'0^Y!RA,8- MH@P,RF42;HF(1)11,I#FDM8Z11(6YN-19NR,'=IKC5\HY.S(RG0P=2MW;2,>];H.V;]F[:.42.&SILZ07;N& MZI`437062.=-5%1,0,4Q1$H@/4!Z<#Z@Y;#]CA`?L^Q5,?M#J']^_*'`T4C- MPL.S6D9>7BXN/;`07#^1?M&+-`%%"I$%9TY5202`ZIRE#N,'4P@'VCP/@6RU MPY&*A)^$.G)K`WC3EE6)B2#@4E%P08F!<2NUA12,<"I]QNTHCTZ`/`W4'#<> MG1=$>O00Z*D]>OV=/O?EX#Y#?_LZ/_W4G_7<#C,I?J+!NS,)NZ5.'?%3(J9E M*6.'CW94E0$4U#-G;Q%8$U``>T>WH/Y.!N<=8Z]+E(>)G8:4(HBBX(>.E&+T MIV[GW!;KD,V75`R*X(G[#!]TW:/01Z#P-:WD&#M%-RU?,W+=8H'17;N45D52 M#]ATU4SF(WWET4N[N[?<5(3N[>G=V]Q@Z]O<'7]SKP/R1VU4_G;EN?KU#[BR9 MOWO3N^PP_9U#K_>\#]BN@'VK)!_>J$#_`.'@?DSIL0ICG<(%(0AE#F,JF4I$ MR%$YSF,)@`I"$*(B(^@`'7@;5'V>M2YGA8JPP M`V<*BV6,5,P@4_:(@4?3T'@0U_406&J5SP^[9V*Y5)KDBG0#K7F=MN/%K`_K M2-]JT7M'A1].TY:QPO=,P"%GBT%61GS0!\'QTV]:WZ]H-K5+DLLNV5D M#)N0,#51P9)(PIE*`66/\^?BM(NY:*8*))/Y./9*KI/%T$W;QLV461CTRJOU MDB+*$,HDQ2.!EC``@D40$W0!Y'1]&DC'OVR#UB_9/6;I(B[9VT=(.6SA%0`, MFL@NB@ M`'4!Z=1Z\#X)/&BY3'1=-EB%570,=)=)0I5FRRC9RB8Q#"`*MW"1DSE^TARB M4>@@(<#]E<-S=W:NB;M'M-VJD'M-Z#VFZ&]!Z#]G`CN\><0M9T=L]FI9PSDY MC97;[,SF$E$'!7:B.(]?9PVK^)81-PF=1NG'%A<0.9E-!$?;(YG7*@]5553# M99QZ]TB_(TID^4YO8IORM[+TZHP3BWS-\U^\1M'/48U+O2QDH0&JC/#S-HHT5.` M*M5&L[.(':J@,E,""K/![BC_"%_YZ=*XV8K8:,S'ZC3=+XSMFY5-X MRM81>I-?C>\S"@V?"@++;DVN1[EX8Y%G;R$S-@BO&C M6XE5+W2+HI0(985`K,Z3$I&Q71#[5D@_O5"?]'D::"3G(2$9J2$S,1<0P1%, MJSZ3D&C!FD94Y4T@42\F2#N%;XV ML5CVTA:W?7-CK9JY)3\7@/1[\3AXAT3-TZJ5\F@KU7]RBUT%/:Z)RTM[:J+2 M\G./>M/M+/6GXM`8V&#>C((+NF`-)9@X%\V:JD;N7#0$7!_DH-UU"D.A"?OC#]@<"O'AGR"Y;U-R-MY3L@^+7R;Y M2LEYW.V!R9+Y4PS@NEW:AVFF.KJUQWAV6J"[O)=?L\S`-L&TBMI)+J,$BG.@ M8$^J8D-RL5IRFM79J'GU@9!%R>'\5?F'?',82PRSG3R-AH:5Z=P&.O9);)[2 M!A4"&(8IE73@B91+T$W7TXH;^TMJCOJ+=:ZMD2J8]VAU6W?TX4OR:`4>RYQQ M%6WT!8G:MMJ=,6;)%Q9?5G'SZZHSG57Z'QQ$6RAP/69B:UY452MLM,,^>,31+$4)M_J-,'P3`6IB MXR]>]:3-F9[7._*]TZSTR13*]X=>H@)ADMXV6&^1HX'GC[F7S2AE]24^HMOP#F M"H0K24;'5+(I>ZN[25 M[B`G[9M.6E9ZUCZ=GH<\85EW23DF.\C+A&?%-+)I+#\8_[SW$D3DU#E_IIKQS>A M+30$*A50$>HA6X,!'ITZC^&->H].H].O,NKDG`V^714<14F@D43JKQ[U%,A> MG<=11LJ0A2]>@=3&,`!P*VWCTW&PQK7(2A=F(G.^N[T^HOCUPNK*9GU>V5Q] M575XP1BW(E7R-%L[7/8O)5`8UF?E!2-(*/$FKPGH>G(V[5X#@1=[F^/O(VS&8D\KX[S_CS&+69P"KK[D3'^6M5J/M-1+U66 M^4([*4,X>5>^7.MP*(LIIJ<%4EVKP%#%043,B=$?2 M/';.-4S.%"-GOAOP!%D*H]9,FCT2?HCF2L%1*J9BF",6C9-NK8_'&].GW_`,(7\2&/T%#%,H8Q">U'[+,VA"HD,!"] MJ9?NE#KU-U$539X>A8/`Z6Q0:$0[OFA"!8QX$C7VB7B#UG=0<)('3(B\=HDE MKW)7!TJ[1*/4RLX8P&[?42$(0JIL\/1TKD?ZIO(S61XW>L3NE&B[ENQ.XV1=MB,W#E!54Y%4EC M`=TJ!3%("14E3]?=QEC]))'Q[INZ)OY)OS(*.%/:E]88B1:&,=%Q\7W6#C-Q MF3I-LY.D(D4(/>F00Z@<04"U3]?27/VWTKL8R,()[LI2C1>;<6%W&V+5]BY8 M$E7<.ZC';B%"OYUJ[VO^^K*.U.C945_QO!K\%E4BNG`01I'3*J/G40P4Y&Q4)>@2N\T&=D[C*_'/)F/U"C MH&<>&KT@WDDGBQZ_L'%1)#R+AL`.4$FB3(4CJ)IHI%4,`RJ_KTNRT2\$[9!, MB*$GXV$$4R@5-%#Q)4A%%,H?85-)+9XB9"A^X``'%5V>'HTK_P`$JCE)-NE- M^-@J*SENG("?Q(T)9;\,.H!7_P``K_923BRR7QQ'V!>,WK,%.GO-UD^X@JFS MP]'$IOZ?EU-OV,@ODGQW"XC&;-G'N#^%O5M%ZR(T#W"_'CE,?X'W+/W_EW'QV2WN@U!('OB/QL@#7V&R:"XH_AF MQ[`3B]6(*ZGN=_:H<03[$^A`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`%L>3^(47"AS=YE%3]?=R]O\`2"1;1`C1MO\`"@S3[2D:(:>4 MMNV(B5=RM\5%-MF-$6K44WSA'L1%,"H*E*7M%LS,V;C]7=\4?H_HU#XW9Y"9 M$3-3LU$U%-2ZFN8YV1X95,7!%\S*H.2KKPI3KD.0Q%OE.R&+[3@Z8*GZ^[\$ M^D3FDU)U%'R+'8QSV:K(1>$=!WJ M`]1!4PB#AZ1RJ?K[MG'Z-JK&D):55\B-Z=OIF0+++'RJ9Y8S<%4R(E%LBD42B8ICG56,*=/1:6T M!U%C=#=.\%:C1%ZD\F,,)59_7$KY,0S:O25F4DK+.6=U(.85F_E$([^%SITR M)@Y7,!"%$RAS")AC4:,P^%0!^5OP-T7R;YVQOL$USA'X$N])QX;'<^HG@.G9 M8+>V#2WQUMK\C,K3=GJRGXA`_$7CD3+@\$D<^<)(B@*@FY8FC.6.Y$+)?1E0 M8MEVZ)6A/92]HJ:)A.8H M`=98RBK,?YQ$UT3?^&[PKT/Q$Q.;@C,R.MA+KFJ1J)GN1[-C:,IENAJY46\!.*9JUCC1-OR-(T/*[XXHORC:N, M]:Y/+TKA'\-RK2LJ,+Q$TN(OZJ6=8"=2$@!G212'DDBR&PKI@ ME)%5125*8$/:*=+H"8$.J1357/\`7W;E7OH^ZO#!'-77D,R#(1C0'@NT!U_K MJ[R34='56*=P\LF5+.W2!!P#) MJ;C(B#=I.%7P=CMPT9-&;M&08HU]!*P-%8D[1VT0`JGNJJ'13$AQ-WF,,JOZ M^[45+Z/:B4WJ6'WPMK8S$J+&LR;?`B2,Y6(!636=V""8JFS@M`.&ML9.UD7Q MU8TQP5.59O[!B`453]?=\['](:[MT,SA+%Y.\DR3:*D)&3A%?V;JI'KQ;J5E M22[_`*C$Y8CTY=NX7`Y!1D"NT2)*F*0A0`O:J?K[OA2?HW\5U-L8[_?"]6:; M6/U M;<3_`$<>$3*R1R;M7]NE*+QSA9FTULP*T9M#1,>O&1Y8I%!H0T7[#98#&.B8 MJRKA)-=0YUB`IQ4_7WU?=U](!0SKS#ECOM=FKF1.X7:.EM;<;+.V:RYVZI6R M[AG;XTSB&;J'>E39H_%3(D][2B!FS4Z-W)^KNVR)^C^A&"*$>X\A$RO$%>D> MNVZ&HV,S.EC$=0#T2MQGLB6.";E.ZK:)A3/'+-^CAX7VNUXX`[<1_G3FW3$O MT<>!\1W"+M$)O/G51%&>J\G/L$<88Q8/)^)K=DCK*K6@G0,Z?Q,7-NHU,CPJ M`=C@A2E6(J0O8,JULA,?+&M^*MDL)91S]-Y(PA*Q.&\:Y)J ME_R.]85_)4%,3;A.IU&3F9A,(R(;*NE@42()6Z9C].T.O+#&4Q2E8JQ'\,T= MDFN^';QY8R,K1Y3/'#DR8RE(8J,OD&%L](Q=A*HLZQ7\LNF97,'2I0DV*CR,2-[3 M]R"2@'[3"![R9GW>4RI;999;Z%4V4L6O4KX_,>EWAF M8W&V*KT%=QRC=-KT@<.)/(,--3U;`E(K='V5E'L,=UBX7J&Q#0#R\&UB;/D^U2M MOOLFDR23B*\\%(0,HN*0`(<-3--&+UD\WKBA9FPQKSD;5$M.S9L4PK;W"F,7 MFU6`E;E;QNGL'I24M#JR+)7'YKBD1I@_G31R@WZRJ9LPC)%UCVRBV?MU[ M87&$%&M']B(V2)\*GYXIZ`,('/N*G*B"9',+/`HNU3`58IY%OBI/$R3'2[EV MIFQ\IG>NW>K9)J['&^QV![<.,MA<8,7SF0BX*W%CFLS`7.CR#]!I(SN(\LU1 MZVGZM)+)$55CW0M7($?LWJ*(B:^+++A3@.`X#@.`X#@.`X#@.`X#@.`X#@.! M7'\N>@V[NSN1LX+:W8MPGD*GYNP3IM46\QDO.%WQ0YI>1-5MCRDXINR?SY':A MW?X)"E:6K.R5LGQW8`V`PW([-VS/F/L-8H=Y=OF&G5%QSA/(MDR=6*S3\/ZP MX;P&V2&P67'^.7C9)^YQF=PU9?"6,T:J$3.X6,'>,EO&*726\C1P'`M8J&BVQ3.9*4>(-D2F45*`D MF:166!%;TZM6ZBK+,WD9B7S^N2Z+"4QEH,C:I4^"L0P*@!(Q2NP4'"R#>!V+ MV!%-T*^GR"[5P#MN=/`&-@]ISU*)EBE_1_L[U`(`'' MI^<*':;J'IQ63;CTAD-C?3S4C#=L2ON(=6M<\57ENS>1R%SQOA'&=&M:$?(I ME1D&*-BK%9BY=-F^1*!%DBK`14H=#`(<%(4ZMK:CY5VGF.M9;Q1+^5 MG2!?*\8O<<2K5^/R@+C3N411?U=X\0RTA'-+K(5]-@#1N9F<6Q3#W`FLH-8F MM>U?K"]%R.AP'`HA_4UX%A\H[UM[=.[Z8OT];T;1"@2R&-\D7.ZTESM`W8Y> MV%DI:ATQU55P9S$XR;QY&@-WB2A07F6P!T*HH=.PQES\/NF@\K6FNW^ULTQD M-;\)X=RI3KIJU0J*B3-^3WE8AZO>:GL'3\WM1OM28-TYZ]1C^(K35LS6C)J+ M09XP9+ZV3S^3\;P]E%+'D/:6J9JNE?C\WX!E,40^/()G6L0 MT1U/G9SI&TA(R[U8BL@Z=NG)DTCCVJ)E<8F%F,3D`Y4Q,4%#%,8A!( M4YBEZ]PE(90H"/V`)@_=#D;;D8LT1LG&6_27,+%K(I]TA)LZS<=A-=+FZ0;B= M-PM39F@W"NIF4$##^G!2@/W"E&\F9TRB>J2CD:.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.! M&ML2R/FS?[2S!"[@H4W!E=RAO-?XIP18S6QV6HEC<&X"B3I>R=H[)#V_*,U9 MR^X8!:R-:8K$#W`3,6\F9URB/-)3R-'`*AOUX]$,?Z;RU.O$WD#+\.O!:@L_T\AK3'_,H$&Q=L[))&33D`(J!H)8H@ M05$A'3E,4F9[_9Z(?,NIP'`H0_5-3'CY<[I1\)O$\VV"^PFB-?E-2&FMS?%O MZ&!D"8R5GM.:-FIS>D_QS\`<3\+70)^'"82,R.QZ`H*?6PYYZUKQ=-?;/,E? M<U1=W@XS%>:?/4])MX2`KNK,_,.X5>R-(R!QCY;II\ZKK63+"N9 MYLWB_&Z[.O#MYDP-%')`%$CK\T)@/]WBB;^-?LY6'EEVT=J(,`QCKTP6DG", M:T=2V&_+_#1Q'KXX-VA74H_\:[-FQ347.`>XHJF4HCZF#[>*+NGBOV5VMD*9 MJK39JA9DS!4M@_*;:I7$6!,1VQR\R[Y>\29AIV5Z\WOJ>P65:6UE,.%A[)@> MR6MQ'&+'EEV2D>I&F;LV9555"EK/Q8WJ-M4I9O\`BT-]-+GRSM9!RNJRF9>5 M\H]C?3L2<3_"L;RX?#04G7\PB!5U%1:HB8R@CU]/5YLS2NN+L+7_`"9CG6O- M-(SWASZ;#/%%RAB>9):<>VXX>3"TBPG21"\<9=O7[35K#71?%;N%4D#OFBZ) M%UA7'M'[Q1$TG2$SC[ZES;VND8#:/#ILM$)/K%$LCS-@I^R%.K47`RCAE'NY M67DG^M,P\0_1QU(D4=>PU_+HDHU(\NV0,Y;08:UCO\` MC+`)WV7F.7'R%XP=E/8V:1KY,9UA>VM3R54SUI]@$BS:=8%(WZLYAXX0<")C M(>W]X%&HRFTIV>1IT5L_G.OZRZYYRV%M"\6A"87Q5>Q>8M=Z+>\:M5`:NG1RO&:O5 M,$C%,%HD95GQ35MX]4,'-KMC:U7[)V.8.8@4;_:XU=W+!/8FE#/XY,%%XQ!1H9<0%RF'+1C>Z M[K_U'F+;'7:%/-L0X>BC92N=PQU3&5C\B.F<6K$6FH(7]RM,Y8;(7>0FL8XL MDD<;/S-K*LQ>HK?+C2IMU#R+8IE$W\5;?`_4AXYF(>M3!L/8*]BTYIGL#1ZD M9Y'=2':"=MK3VSQCZWO`EI>OR;##4P]J+E6'M3AHBQD6#I@Y,1`KPA"J+OZM M7_='V-!8V:0+A3$YD:IG6"U\D$@\A^EY73^W6&:J,$TMM?;J7LAY[$;%Y=&R MCZSM^Z/9-6KY94039.!*HF^.)A\YKZD3&,"WRV[>X4Q8NAA>]T;'UJ-&^073 MF2--R-_;45Y'6#':32ZJ*Y!H\`VR"T--RT:55O$F9R)%OSD>X*519SHXYD?Z ME2B41MFI=#$FLA96!B'E'+CUG4X*KRIZEF[\0QLU5QCD%^_MR#(D M2N1PI[K*0[#JF9F3.H;^*M#/_4M8TJNM)-IYK!&,7M(-5X&TGH-/W^U.MN>D MVL[*1T*G'_J4:SS2ZN)EL]D2JJ,T45'*3(AUUDT1(=,JAOXJQ6J/UD6KUS92 M+]CJ9DZ$1BER(.TKIF_!5.>&]QB]D"+L6PB#"+)6K99DI9J M^3KP@@[.=JDLJ]9@E[B3@%BJ+OZ1,A?K#]7%':S1#6*WJBB#G,@BG`N/X5Z-?>.V`Q MR(O&KA90_9V:!3ZP+5Y&2?1JNN,RH=!1V1BX9[(8,=-)`&R<9V$!\+]&/:+/ M7$HF"(G6^/[8'.HLF+=X1LHN^><2V1?ZQ_5UJ:&!?5#)9RS+^,8%_#I MTC"4P=!]/L".C)C@09^1GSEXC\>VQ<'K._Q#,9GR!*8B:Y<>LZME?%]4D8UH M]D[:S:59&M6F53L4O:7,=4CODFK=N*BZ+QJ5$JBCA,IK2K,Y;4NV",K1^=\' MX:SA$P\A7HK,N*<>96C*_+JM%Y6"C\AU&'MS.'DUV"JS%:1C&\P5!@\BQ-8J[6X4X#@.`X#@.`X$//EY\J3_P`7E.PQ9([#MQ< M+6K*#[&[.'W6(QYDB=MDC,F`C)K&L&7R5%E`,(E2*JHE89RFD.Z M?%IY#JQY,-5X_8&.J#7%MWB[U?<:Y9PN-F?6F>Q'>:59'T>G6;2_DZG1Y%"8 MEZJ,;-%06C&RB+:42(8!,4P\DKC-8JD=X5"9Y@O++?\`QARFK\?C_5B?VE7S MZ^R\E88>GRMF2M%&AL:QE&5;V5M7ZK1KQ(SD6YE;PBDZ$R;8B)2%*"@G5+TK M,S2R!9+ZPC/;4Z99;P]993(DW;E>+I90O#4@.7IC+,7*9'.N2AT63QB0RB9# M]RA^@B41`!XHSOGI'JC\UB.ZV6:/G]SJ-Y*-:\G4_&BN+#N=2=O<@X84L M515D'EO1C+>9/4&<+-*1EAGW[=N<')4OOBH*8!V'"T2GH>;A^0=@ARJQBS*0,=('3DBIB*HE,W44@F?!.*/U8 M;G:PW?9+,#;(=G$V7;47]D]/BT$;]5'O::1,G+^)2>1C& MCLY'*S)?:,[N3;-V3MZ)H5)35L0*,BLU*S0.Z!'VW+E,ZI"H%54(H;YZ:H6; M!O%JYNYY/,?YQV1U&S_ASR)Y+W4T51QT2OY113P?B^J56S:WUR*BJ MY$F+2[AH.7<.3%1;H`K(-02`4T3**VC,Y1,]Z_9ZE',NQP'`H&_5)YVQSA_> MQG#WO13%6VKN]Z-8\C*]DK(SG)K5_KT\/E/8N)2FZPI19)C"`ZDG\P@]_P`= MB*$%>,2`@@05"GL.>>E9[?=N.O&K&#-XM[-B(/:W4RL6*F8UWPH^,J!;[%'W M2KNL]5;)^4/(9:\@Y"LC5*4A1MCI"85/'>*,Z;FX_QO4(UW)N6-*I49LI64&%:9%DG3I8C- M%./1.F!U%C@GVCW@)C!Q*XWE:+Y&S@.`X#@1G>0P76,[MHQMJ4H!6-=-J8RN MY=>+*F*SA,,[/TBTZY3UI>IAW`5E4,AWNJRKQP!?X'',W*QS$0*L/+#.6E)[ MI,>1I$3Y[EU6_AQ\A:B3-N^,;7>QH"@Z8J2*9$G,C$-EGA6Z1B&3<1R*IG"* MXCVM54BK&`2IB`DEBMI[4SR^\6&;2:1*HYK5U\G\@*3UM[SH(N7A_'_75HR* M?)-R"W:#)BB\6374.9143"'W2D!.RSC>OC]%A_D;.`X#@.`X#@.`X%;+Q,8E MI-QN=>K^5L=4NZ)1_C$TWDV<9=ZO7;:W8A,[4^11\W=,TIAE)(-3OXI\D8_M M]HF(8"G]2]`LN>$=>GW3I$U4U>3D&TN36[`A)9FHW6:29,/8\+(-5FBH.&BK M9Z%=!R@HU7*!TS%,`D.'4.@^O(W2'.AQ)BHPB8V,L?&$Q>PPC3*X(F)Z?<$1 MC>HE]/L^SA:/Y^J/%/H/ZL<>]0)[8#^A=;]$Q`0%,/\`&WT)T$?3[.!IW6&, M//FYVCW%&-7C51,4E&SJBU=PW.D8>XR9T58LZ9DQ'U$!#IUX2D-HKNO.`*>@ MNVJ6#G!2&_AB3 M%)>SMQCCT/;$3)]*76P[##TZF)TC?NB/3[0X*0V:6P#@B?;J-)W"F))IHL"` M+-9;&].D6ZH-G*;QL"B+R&63.#=XD14G4![%"@8.A@`>%I#BB^HNJ#IPL[]W6-]>W\G[G"TA#-]016<48W\2>U.0CX.QI< MDJA(Z]6*0ISZMM(IC=HR,VAPL[E:;*2E<1C[$SBK;'I*QSM1DX1=?&Z@E,9K59^KVN&O-16,/]CBA_Z4 M*]_F=PK^?JJQ?]OZMZ%_I/KW\S_Q=_\`%#_G<#B\SKGKW8FC1A8,$8:G6,>9 M4[!E,XPI$FT9'7#M6.T;/8-=%L98OH82%*)@^WA*0Y$VQ%BAFV09M,88\:M& MJ*39JU;4JMH-FS=`A4D&Z""4:5)%%%,H%(0H`4I0``#IPM'V_55B\0$!QO0A M`0Z"'Z'U[H(#Z=!_QN^SIP4AIEL.XC<)^TXQ9CE=+O34]M:D5E5/W$5"+(G[ M#QAB]Z2R93E'[2F*`AZAPE(8)^*51O4=<+GK6LB=C8].=D-@==)R+$H)H,H. M/R)*9.P\M%(&`%TH"5P'DZJ.V(*`)RMU@()CB43FLIC:G1)ER-*"OFZA65DW MF\E1)-G&)EC7'B.CT'Q5&+Q\E&NJ?M#,23E=9Q"2I((ABM#IN6RZ1FJ[1(BK MEPV;G%9"PYY+DOCN]?']HQT'N#]CK67H8.G00_4K2?7[IU"^O\PQ@_<$?MY& MXM'@S%X4X#@.`X#@.`X%2/ZKMJF[QKIP11,JGLV#9-T0#AW)D5;8IAE$U3]\ M-.-@]L0ZD,LD@0J@%,5TT6!)PG8<_P#1F;X!V$N#OS!ST@V4(SL'F:W$/&OA M*@FE(C%HT*.?G231[1`6[M(4SB8A1,0O)U\B_/;EG&['27#>0Z/8?(9X]W MDSNK8,%7JR9CPZY+#:;"6J5'./ZTS%9U^9^/C'B^\*T;*850;_J\3 MONU`(NW,+D]8+9.*-:2I8NU.L)J2!BB)`_/';@-ASRK6:<79>;8>'2!B\M:G MW6D;P[\4^`SQN*S@9VO8XS-4<9-,?5B[4G:3/C9Y19&$QVPNCN7KV7K3,&B% M9EY-NXN,M,@V+T1*4Z2I.&L7NS/T)TQQ?H7OOE3!>,,BYVR]'3M:L<) M@)3"@^CW:B9A*)3%[NI1`0`0%T:6$<]6+2&2K&H>[-KDBU%M)-Z3J;N?=WR* ME,SA4#+G;43$^;+F8$FE%VAJ,-\>)66FA:,\@_'))1KA:17?Q[2LQ--)<>\] MSTR'AM\@[EJZ]H%M>)U$KA%U\<%6\A*PK11(JY';,%$GC=P*8D`Y@7*?L[%0 M-[1XLL8=#9IO+[I8],*+Y@]!3RLH$CW!2BFHR@,F^.JO+29U"I!T,Z=-B'0+ MW?SA<>H"(=>66<;^JPUR-G`W^)E(Q"1-$#XO]*8\' MCU1V]`))IL]Y"DW[4S]R0.IBNDE#)(B/5)N)"E#VRE'EEC#Z1]5@GD;.`X#@ M.`X#@.`X$/GGI3RLKXLM@T\$`]'.![KJP7#7X<:)*_\`UJCMS@D,?"R//B$" M1T%L^)V"^$&8&Z"M^;[N6&KNSF:.SL179S5;FD"E_$:K=:Q)HLK)1[G"+"*,A#2[1G)L%RF2<()G*)0B MQ,391W\T#**;[I>5%%>3.U2),>'^3=2+LLK,$A6XTC9I@5):3?2L0YA?FSCZ M/2;MVC]DT5Q96#8DCN65.S;LZV)L51C\91=Z\32,@L,?&.DTR(/8]PN!C)E4<$,I'/ M;#&;,7P#JJA_&YM%GK-04_,;M](-XM,B:H<286GQ9V;+;O()7:GGEV2>J>OE(UEPC5<94B5 MG[9WJRMTNF2KFGUJ,F7"$!I:]=79_@.8MR-TMT<8I8-4S^/BUVPA'@(#U:J=FG*:UGI7[= M_HO^\RZG`<"B-]4[KEK-G#6V[2V>Y<,H9 M5?L:='R-0?-!JP1 M.-^-2SMW:B71^T3GJG?8R4!NNLD5TR6D8647BY M,[$4/,!`@B/M!*>-FVC)`G]P)`8+9^E!""\[>GR?PC](Y#XW?U]CYR_9T]T_ MJO7;I3[(P6B[%5+;"QMCK4]&.``% MXZ:@IAL\BY1@N`!WHKI*)FZ>H#P(O&/3S+]"M&)V$ULCAK$-YAG=N&-,CY'-&-6;ZW/4(PB MDFNSK#5<[Y4C8IG!TT!!(!.)0XA,K(SOI7L8T3$6)-W*7CC:JI[G55OGW'LB MVSM2XZZQ,'*NY##U?.]K1&.0`_25-W654_;4$XF1-[@"F/3J`64Q6L.1HX#@ M.`X#@.`X&$6=O'_@;-]RG_2$_ M>@FZX^V/!(GR-'`L+I)P5LLUR-L&X;K"H5,Q'* M.I&9#M3)%+*Q#Q=8K@"F*FU,X7-T]6KI$%4#V&,[))\<>'W65](9`RJMDO;U ME'[460N=\[8AJFU>6<<8?R!E"\5^'"T6.:KN,9JFSSK\7(T2(LV/*G:G23(F M*8ID*0%5VPDZPU@G#&N],;8\P7BZBXEI358[L*Y0JU%UN/=2"Q2%=2\H6-;( M*S$X^[`,Y?.S+/')_OJJ',(CR-.U^`X#@.`X#@.`X'F^>:3%>H5B\WV>.]IZ;G#0IMA+6EC@FRV^`S#%#0=3G,TRGQ^D/2#Y'0X#@4!OJJ\C:0UK>:JP&WN'MS_1JLEUV= M8CR7$XTAL<6Y_E+/:$K/9!3E8V35N\?(RZ4(HBT;BW%NC'N0,*@N2"E8<\[3 M7I]UJO>T%`I_C;!8Q3K!Y`M/P5.0HE*=0(>Y=YBE'J)2F-U$`_)Q#67+Q4:(,W=&<+*[:^7M1^B9N9$&#H,= M^/Y)-J14QS@\*HP207]PH$`!6%/IU()AO)SCW>OT6.^1T.`X#@.`X#@.`X$( M'C+9/$*1`A1;]BG]] M[$R\K,)O^1HX#@.`X#@.`X#@0]>?A2L)>(/=56[-YIY2DJ70U;FTK:[-I8W= M13S+C<]G:UUU()+Q[6?L%BCY9JC,H)&4;'42*59,.XHB7H/"5B+N%/O(CH1%B]_$]T=6XXD M>[48O%W^=L:-&J#M),%5$3.W%D3:F$B9NHB4XE]!]?0>BDF['J[UQ%G##&?Z MLO>,%9:QMF:F-I=W7W%LQ9=ZW?JVA.QZ#1T^A5INK24I&I2K-M((**MS*`J1 M-9,PE`#E$1$Q-G:7"G`<""?ZBQJU>^.!VU>H13IDOLCK&5XVF_;_``URT#+, M&=RW7,O%3;9)59`IBHJ+-%T$UQ(=4H)E.8MAG.S,3Q$@F'BW\?`)`!4@U`P& M"10$H@5(,<0`)E`2G4((`3H'H8P?N"(>O$W,?;'@D4Y&C@;F9)9NQCH]HD43'55.4I0_+P,)W M'E?\;2#=%P3=37]^#INN[8MH6^1L](R35JHLD[.^J21C'`0!0W0D3X4X#@50_JPY"2C]8];E8A5 MND^"\[!F5.\9I/V*44IJUE%A)+/F[MN[C!;`1^1,HNT56X+J)]03/V+HV&,U MHG'#@[O'E#=*E2(HYIE7<*$002:H$.M!L5#E1;($30;I%,;H4A"E*0/0```Z MOGKI5GQH6QB]DJWOIJ9-1\:Y9LW[Z/SMCMPU9N7Y%E6: M;AH<*^G`:\ M4Y`U/7R!LE;<]Z$RV(=HVN=+C3QQ'%_J[UX:&K;[#3"*>T_(\?\`*8OG7N.U MFSCW'Q0[P(@0#7DYS[O/Z0])#D=#@.!1D^I.RCN10-TKK#:Q:;4C9ZBV_P`> M5,1SO>K9J:ML2]P75H_(FS)/TCA+JG'ND\0*K0+^3='<*G*186(.0(8[,AT[ M#GESXZI_\EXI\CNQM"U50>8MTQQP^P9FG$6PWS_VD\T9!CK5^K:/DDX2H(M4 M=8*@[B3R[:<[W4B9R\*B='M306!3W"&IB9]64.',4[6/]M9W8?8*(U\J=>0U MX;86K%?PWD;*5_F)&5/DDUY>SL^:YXVQC!Q;!NS*5NB1-"1="H'=T)%1N+Z*^O,JRAL;T2VJ$!0\X*BEG*L:X6^QLZW0[76<6YCN,HC!UVH96>8_R3<)"@ MN)";<),@6?-4T"NE`2,<#@8`BUA)YPIP'`<"NIKLTE@\GE;<.4W*C$VU'E]< M1RGQ#D10C1I^AK,X^^5(I%$3S:+D`4,8P>X(I@/4O:%Y.<>[U^BQ7R.AP,%= MX?(;@#Q^P=`G\\-\@NF>2)&Q1T"6@U5&QBT+58]C(S$F:,>I#S*ZXPCG%K>RXDVCJ"6=GL1'X)D;GBZO5"(S8\L" M,2K`HXNE;)?XQE;2S1K!&IME$#^TH>1:B!NQ8AAM$W1W;I5?,5JI:LPR&"T8 M7*K#(M:REC/#>1(52.QO.N\47W+]X8XVH,7DZ+I63[5/U)*7O4DC%JK*LS$8 MNS]CGV1`W10W0E;Y&C@.`X$$_BC=Q+_*;]ZP=IKO'FD^*W/.I>)W;Y:K5-O?K.WK^,G-;H;NO.+&ISVI-"G=6IE:)%--B MM&I@*C])=5P3ZTQATW*[D`(G(#T6`.IA,-EG"W1:)Y&S@.!2?\N,U MOIB7R.S,QKOK[F6?QY<=CL49=F,@PVL6:\RXOF%J+J=B+&]$F[L[Q/7EW=RQ MMC:['G'$Q74GCU9P];HG")=KI-3I6+.>5=W9@16\8^3[)DQMGF0V--SL`9;S M33,^8RF;/8=/MQ\O5783%&4'Q3U"#Q5B.)07I^JOX-6(5LE&2SE1S)0GXBBQ M9M&*$8+EY4UIS6I_![2,FU#!>:'.3L1WC#LE.9#P0R90=YQ3:<,N)E?&VANH M6&[C/0-'NB2%B1K@Y%QU,,T'JY1+(*,U%R")#@/)+6%::\:)L.1LX#@06_42 MNG#/QRN7#-!-R^+LAK,G'I*KM6I/Q%QE6%;1RWR'AT4TCMGJR:I!35;NN\@` MV70/R MBYA&-%`STTGISUKSU=N:;ZA[-XTO;ZF,?&5M#BZ-F3ZAP=/O+&G2\16W\PEO MWK[LQG2'R2K;KM99@^*,(4S&X0U$E)R7%9I&P[ET5@B^L3XB!(B>D\47_P#F M78X#@5,OJU&<>KJWKR[?-F3T4[3L/'MVCULDX*LH_P!;+VN(MQ73,1%XC^'` M=$Q%F+@5"E!%T4X@W=6&,UI3&'KC3'@]>O6C5+U_=_Q@C_7[`^W^\Y&XLYSP M'`Z;V*@IBT:^YUK->CW$M/V+#>3H*#BFA.]W)S$O29N/C(]J3J'>X>/7!$R! M^4Q@X2;*-5QR+Y:X?-F,)S7O5;>3&..,4>.O&N`J6*^E609%E&Y.A=>IYME> M!7J#RN&39WV_9MCH".C[F@FJE'Q[)!PJ\.R058N-:.?Y>Y)SYHKO=KM+8MM]!RG>H*A9KSW#8XCJ99DK3FFPQ:49&9*FHIV1V MK$JR#."K=?B#2+UW+N'WMBD_!Z$=59.8RKUN->)@D\CX"'9.D@,4X)N6DZV&T2/L MWE)+"6,+6K6)\<;:J`I'*Y>L%=D,CT9NRCDX98489ZU32!X90W;[Z@FKG-YZ M5^D/0(Y'0X#@48?J7L;[%V/=@)?#7D)Q/I177.A]31MN.\E;47/71?9Z/B,G M[!'EZE78BO,UH#([^"AY)1L9C*J)E-^,D13ZE<*?;3B5V'%6MUB^9HM@IV0 ML+9KVIPEL-6M>XV1D8IC5W^JL'EW-UC.M M4VF'Y)X%YK=;-6)0]V/D+&,Q"1#&?J9`<.XJ3/(-55$#E:KI>]V6&<\Z8CG<41==BKGF3,6N%@RUK=:U8>9DK)4-;9B[[)WQY5 M:9$V&9=PE)L4D9A-HYL"S1=E6*3TU9,Z"^+;R48@G<+J[!:3UV) MO=7\;9&2=RTT_>FE5C&8Y+P'(Z'`MM)7;'#VW%\G6X*JN,G/C'ECS%,:X],FJR="4S5%RB!"`D)#G MLLX>O=:7Y&S@.`X#@.`X#@.!!S]0ZGV^-FPR70#FA=@-89`I#I/5T^JV;*C$ MBLJA&^Y(.$V)),7`I)(NP5]GL4;.$3*(GL78S]K)[PY2Z4WXKM`7B#-LQ1;Z MLXDADD&AU#MCIUVKLJ^1VC[ACF33D`C/D`F`B5+W>PHB4H]CI!RT>%S'EJ(]A&O2DL@HSE=6,U+NW2[^-<)&C_ M`(OX40GLB1P=RFNH8$5DT54CV&,^2S3@:5=3N#<,3;UJ5@]F,48ZE7;$@*`1 MFZD*A#NW#4H+"*P%;JK"0.\>[H'KZ\C46=K\*QG@R6Q\32S)#75O(=DR(VL6RU@BZI3T(YICNLUF-5J,\=0]*9,5 M$Y)8#I.0`ZAT4!(H%PQEIK M-EW_``A$OH'"V(8.4:MF,G"XOH$3(LF3I1\S9OHZJ1+-VU:/51%5XV;N$3$3 M5-]Y0H`8?4>1J+.T.%.`X#@.`X#@.`X$$%!"7:^3:$%%DSDF,IN-O`=TN5HF MV7KL6CHWI8D#E5<%1-)/'4\P(B"PE*8C9X"/:)4@.-8B_G*=_D;.`X#@.`X# M@.`X%>3Q(J+#G9))=\"ZI-6LWJ'9M_:&/0.KY4-U"F>M%&BGX>8[_P!D"'!( MA>A6Y.HF`2@6RQC?CJL-\C9P'`XA9\@T*DJ,TKG=ZA459`JIV"=GLL-`*/B( MB0JQF9)5ZT,Y*D90H&$G:CJ:JZCB6U[`Q;A]&-7] M@:UP7)V"2SA)`[P$P4-[8FX2;:70:?26UG5FIQ'D!BM.\FY6RWAH]JUID"VS M,V/(?&%X1N#VG9,4L=?<5:"G+#&@PA4RM2)NDW)BN%3J]O4A2G-93%<.Y&C@ M.`X#@.`X#@.!!?\`44S!8CQJ3ON1H2K>0V,U1:.VI%&Z3DS5OGND2ZWPUGS2 M0CD%5"Q?MJ*.6ZJ*;DKG!0%`, M55=%PLL0IEWTFNJD18Y@(HHY745(`'.H8QA,,6+).N%.`X#@.`X#@.!5A^J[ M6%WI[@&N=L:5*4S!E>5=.7R*KQ1NTK6I^>7RAFK$&4DS.;W5B"*[M(C5L=XIKO@520*J20/A?%IWQ%T?C+$>&H\$9R59O[:/L*E6$ MP&)V%[1].@=.G(U%G='"G`[*OX# M3Q/7"4Q!-8K9X<:+KQ<<@1KFB(NS(]LD$AL8@PQGI>R\3CWYOZ`T?\2(BG(_H MA6OGIMW!G:";W\%9?*(@[.W:&2R.7(Z<@K&[3[R-EFZ#@Y&IS/-0M&W()OFO04G"A$3)J)&_?I M]P]#`!CE&LQ?S3D6E)=K(YD5RQ4&U=4QJVM1%)=[>$P/WMR09%9D@E`&I>]02GL,97U MM145:;!0;?%&LVMLP[QO5\.Y`2O,[2-B]67>.L<["[6W*#7J2T#!Y9MN=JQ' M6/"E4;6->3BH"3M:M5@4X55W-/(UTG'1D>_K'*FBREI[,:U-IWQMTJ*RYJ-E M3:]GY0,]2]ZEL)6C$E@NLW5SZU[FA+V>OHU%T>T(X;DIQTDM&BBV90R31PS3 M2013!!,"QRZU^ZW!S+J<"X@P[E39S&[%_"8OS&]:W@MNMVRM/R)5)>TVG\)CEX_VY MADBQ65>%43.W]ESK1SKERB:\=TS++R#?4/V^;C8AOIUD^LM6,Q'.IV1B]!(: M&[J_^DU+:20%=91WJ3A)98]/DYUX@UCERNPD8QFW4431=K+-9HM<^(;W`;J? M4@(GHOX_J39W!$U:PE?#)Z@XO/U;O&6+UKB\8%;;[,#/UH*1LUV;QZ27P0?I M5.$54%$9EXFU:%<^C=FV]7U'JD<"SG2-LTD_PYDL:/#4J#.Z?1\=EQS#HORU;?>>5C64K(05&04=B0Z"1+1*G3,N,$4DE=$KGQ M'\M+&;L?4A+>](_LH9#?-IE-VZ9MW6G&((%I"HGF,N*Q0MH^0WD2M3875>CJ M&*C62(LZ:+S4VDJ83Q38SZ:+7.CF,'O-]1<55$UATIES%51*BX5(D9^P:-"BD1RHL1H5SZ/FQWK^H^4_`! MDM(VS,KEY7D[.#74B$?*0S%TRQ0I:7<04?(LW+.KPDA/75)FB5'8%[/,$[#9J=OC ME.R41,U+I]8F2.&<4_75EIB1CBO&2+5NZ.HDY3,4E;R\+UFD;AXH/'W9);V/ MQ&3U:Q49V9L50J1U&U>;L_ZBZCVBNJQJ+4B;'KIEB&GP_%S2,<\AY< M8ITH5BJS4(^,X,!4#E4$H'L,9V8MU'RP>3RNPN/Z]4<\8('&\97L9>-CF*+F_X3_$92&26,_@&7CH/&BJ1(Q%J[70$ZBS=-2#=GQ3[NS:5O!]1#FFH6&5N3!B+M>L[J%;IR00\;`N MWJ22:Q4G<@_3(((-VIUIHO\`Z-/'[??4ONCQR#O6;+#)196.+(N"ZC:P+-FJ M1INMEF3M"K[PLOD&0JZTPJU!11$%9%JS2.)4G*JB+0KFVF#V3^J0MJ[!R_U\ MR?66+1U74)EO6\$:0UUTLTD(SV3(H*KL8$[GL M*\D"M&A,_P"C4QV8?JG%QB$Y3%N58P#HP19]RUP_XYY,C9PI'4$MH5A6W[0[ M)1XBSF%+4:/3<'0%PT2B064254>=ET2O^G%&]Q6;/JD8EF]%UB.WVB16@3JM M2S6!M%V4>VLJ==R6N@P0-`;@P[L(AQ;&U/;+.5BKJ!'/I=P1$JS-H@\:%?\` M1NLKL1]3W'QSH6F`+"_<(DY:(UE.DW';G>)*(;+-4V[AO'-=/]&FBQEE M$G;LCXDA*H.7:"OYHP-5TTS)@8AA&LQ?S3G\C1P'`&LEN:)9]FLY;+Q4_*OI?!>0J06W)R6 M81BG#(BJ;+L:%5(Z^\8`K,1,2D"K?D,A*U=JYC/;S!66=*[;<9-G7Z3:LL*T MRV:^7RT/VQ'+2J5?8C&=CM%`B[2^$PI,HRT&K,C)N"BBR0H#Z@(>H"`_8(#PIP.M[WAO$.4EH]QDW%6-\C.(A-=&*7O=&K%O6C$7)R* M.4H]6P1<@=DFX.F4QRIB4#B4!'KT#@;#$ZY:]0";Y&"P/AF%2E!*,FE$XOI$ M:G(B0IR$%\1G!HE=B0BA@#W`-T`PA^7A*0UU4P+@RAS#*PT?"^)Z98(QFYCX MV,64G$0[-ZT9NS+G%5),Y2*"H\+1VQP'`<",7S- MM[8Y\7NY1*`TE'^04L5D>8\9POQCR+C(,?:JX^HR:35Z5'9SYNIZ+R*?T[&%&"=R1/Y2ZA3>\/4I0"RSCWNM'\C9P'`FNZ2BY&Y#EC:Y M)0J!2MO<]L46L/+L&SD6C>J#X-/$=C&YUO(-*T(P' M%VRHRB$U7I)W`R<\@PE&P&^*\&(L4O+0KQ5LG[[=4$U2E.4`.4I@%(2EQ M$/$U^+CX.!BXZ$A8EH@PBH>(9-HV+C,J39E'Q[))%HS:-TB@4B:9"D(4` M```.%;CP'`1,G"#R/>*H*%,00.DH8H_=,("$;/\`$<^(3_DZ]5?ZEL)_UG"4 M?TG@[\0J:[1R3QV:KE58OF4BA_YKH44Q1CJV2'=``.8R<@)IJ]BY1@MVAW)+I'((@`].H!P(Y<&I2V MD&SD)IL_FI.7U;V!@K?<],)"T34I-3&'K]0FK27RAJ$2:EW#][*4@M.64MV/ M$W"_R(Z'CIV()U91,>!:S&DTY)1^1HX#@.`X#@.!&AYE63B2\56_D>U<,62C MS6#*+8\G)N4V-TW!XLF8,'2L MH1NIE;7FZOFYEX6P,O=.U*J5C*ILI1)9J41-;W9R<*479Q85PYCS7O$V/<(XG@$:QCK&-6BJ MC5(=(YEU48V+0!+Y(\BWJ:V(?%/E M66;0E7N54#]&:4[=SS)*+$TIU(D=T5P?M1`1Y8<\O-Z+D%U_!(;J':/X5']0 M]!Z#\1'TZAZ#TY'1NO`<"AI]5ZXT&0VWQ`&[,5MC)3BFF,R&`CZR2.*6$6UN M9[^I7%GN^WU]OW/T&@N_L[OO=G=UZ=?7IR-1:'=7"G`'49&8N&[AT@Y\36J2E8405.V;I*)QC=B^*J?[X+" MX()3F[3=+R8CW>?T3O\`(V+U`ZB)H\-:=F2/Q=)B)!9`V6Q(DG%)3]F'5B!MMYZ/'MM'7\%4_7Z9SM.;`TS;[5').'H^8U@S5$,5YR%S M;4H&[,'$J_K4*=1!Z=(H&,H!3"9B8TI6JV)R-G`^E=8Z,LR;^?Q>\QLM+X&4L&M8.S;4,Z&QR*AD`E=RU M^D16:./B%AS5P\::/%N=0??%7W0$`*4HFLLXTY6_ZMQ\C9P'`$3!)RFLCU3$DQ5#3Y*D]Z/&SJ#=M@<`^1'*5]B:?;<,5&'H6S^'L" M9C?,T)C.O7RRZK1,J[Y(AU5@L:LY5QBM9 M20^*W83*>U?C]UIV!S6_@97*.2*C.25ME:S%QL)"2;J+O%JKK&19Q,-+3T3' MF?1,.W552;/'"!5SG[#B7ITC436$@G"G`B^KN(-44%EEVZ)"F M/[BR"8G6)89RF8MU< M?0N*L(8[JF+\>U\%C1E5I\0VB8TKIVI[\C*O?9+\B7GIAT)EW\B[47?/W)S+ M.%553F.,:L[1X#@.`X#@.`X#@>INO;'6"Z M8TR)5:=C&@6ER\RZR&5S5#3<)+3=CK;*S.(UXH6,'WS,4'"0`0YR*5]7 MHNPZ?M1,6E[B:WMQS)/WD1$45>QLD7W$A,!3"F?IU+U`!Z#R.C<>`X%&#ZI; M+R6*ML<;IJ:$8FW7"U:4RC`T]E"E9-N*N`$6N2X82_=$Q_ MM$0]/7D6+.ZN%.`X#@.`X#@.`X%''=G]HS*_E7R_@G6!>:OV&J9;- MMWF;&,(:AH>/6HU^RXX;8A@F:JRIDE)S:FNQ$B<@-UFLEN;G24?&!L)DTW*KMUKM=SC\@G0P$* M_,0GV%32#[H31:9\2QB\A>M/EDT9U\9;N6S.]!3Q]J/E'$.8\ETO&.WFVWZ3 M9GI,3D6L0\GBAVF\QQ78'\*NCN6;I/5'8J-TFGO""0]W3C0F,HU78JQ-!9*U M7K$#<683T'$S0-!5!<6H2C!N^!N*P$3!84/?[>[M+W=.O0/LY'1OG`K&Z'V; M80/(+BBV7>QNG&&\^7#S&QM*L3?93-V2%\M)8FV_KC#'3"ZX9MJ0X?QLCC2F M1\@TJ:M;+_P`UK_&U!>WW8C'4YSKJ1PO7%@.X'% M5N%J5](R1W7QR.$4$W)1[6Y4Q$%%89IG.KL9;Q=>8$'#4$\NX:43B';"3:JD MWEW)1)+K+$48.XZ50'$`B]C6#=(CDR"_*P;D]EB+?;T\^99S:EE:]W3.&,,U7.^*063DRQF*WDM(97(9_'P7 M5I)2AG3IP)EP!11)A.JY8:!@SK&<'AHD[@R@K&7-',S+&6$W>*IE11$XJ"?U M[NO7KZ\CHW;@.`X#@.`X#@.!%KYM5_B^)G?EU^'(3/Q==+HZ_!G*:RK6:!L5 MJN,,Z2;G3<+-9;V_CJ$3,50Q%!`H@80'A)LAT^EKR>;+0;[6DNFF,=%44)K6 MR&#">*:7?J/7GJS."R^Z4OSB+R+*24XI)SZ;\C111,$VPIQQ.T!/WF&RF-ZK M:O(TSZ.-2Y>G7%#Q5;KI6Z;CQ>R/JA'V&\6 M^+8_HO4DIFS1JS%@D]=I+OG92HH$4543(PYO>9A.Q\8Z?F#V6Z*K M@2I#:)OB+U9I:8^13!F\SJS,L2UW+M:7K])HV36(Y2H85)I<\:9'G+Y6*C?* M1),Y>=C)R!?V3&4['JD%9%ZR>1RJ3END<``918RB6>G"G`<"&KSVI,%?&Y>S M2M79W>+:9RU%E).F/[78J&SMD?"[3XAF7E=7O%027M=."7;L#(%DXTAGS$YP M61#W"%Y8NSG[5:'3?1KRB;%X$)>]/U:K@[79QF7-+7%N,G/D`VE9O,;T=MEV MT`3'Z/X)7TRR_P"B#=5=JVD%W'?+J"5VY31,`E5M7.,9F-+>++..\'/ECLY% M9V]9PQ0$\^.7WR2&W.?9J4*#<@-B&?S,UKW>7\B*J:)3)">05%)(2I^@%`H* MPNS+B66_@D>[5ZT[C^1CQJ;47A3+DUB$F'-B*/>FN5;WD*LU&GYAKR)(_%51 M:7VNUQXRAXE%--PJJT9QK49'Y0%:]ITS\DM8UC2;\?=:)Y&T37EE_6G9*YIC MA[#S.-GK7FC=.KUB4IL[F/)^#:Q<*55,$9_R?9(RWWO#+60R.RK+-6CM'ARL M6KE,[YNU*X3%$3!RPSE72G5VOXG)FG,[,=J/NCW]W)*XV2'<*I^;Y-/(UOS MY>-F,`Z4Y+B<7UO0C6K"\)9:-<]B,U8TI.7[+L.W-DJ*O;:&Q/""A&VRKL57 M$2*[U5?^#-43IJ%%04B5B:S-(XXJX,IX0?+EG)1,)Q+JMKT43B`%$XAB2H@)A*'H4 M3?;T#T#F76+0RIX4X#@1TY=\HVKF&L_2&L$VUSM<,W,9&/ADJ5B?7;,>57,O M-/J!%965AX%Y1JC,L)F0A\:S"4W(D04.#!B`F7$AC)D/:,SE$33FQ0L/U$_B MTKR.4W*F7;\_1P<^8Q.8@:86R6S>8\F)1^^C(Z'F8B>K\--2$H[>Q;I/V8QL M_,D9NH"OM]O%#="2/4#<3!>]&&66>M=Y^8L6.GU@G:NF^G:U,5223FJZJBE) MM5XB<;-7J?M?)3,!NT2B!^G4#`8I8L3$ZPRBX4X#@>?!]1G-;!17D*VE9XOT M/QML_B^=T[P-'Y=V"NVKMDS;8=4&`(9C(>Y47*$*NW8X;E(^#=N9<5G0F3,L MP1MASSN]`N$`H0L0!#^Z0(M@!%!`0]PH-$NT_0>HAWAZ\CHW3@.!2D M^IAQ/Y",G[25(-'LSSV**U7-(I.?V$B8+9N+UX7R!2(S(V3#(1JL8^N53=Y1 M0C&#J23/'H$>`B,B4AB`+H@'L,9]KKBF'4:\WQ'BQ"HJ)JU-#'%(1K"J2BJR M2E>3K,82%4366_/*IGC2I"!C_>,`]1]>1J+.Q^%.`X#@.`X#@.`X%8B*J\`U M\Y"LW*QJ)I@^SSQ^]?/3JNG#9[^PW=(VKG;'.HK\-,\/9(@I$T>U(?D)F.7O M*82WDQ_;S6=^1M!K]2PM=%V#PE+QRL]^$N#=48%#-V,UK&"IS*)] M[08,CCWR=1%1'N+T'KT$DV\X^:83#T@SEL28ME8];Y#"3QS2)!BX`BB8+LWM M9C'+98$U2D5)[J*A3=#`!@Z]!`!X(LZ+WDSW,:\ZXW*S49!G*YJN[F'PYKE4 MW2_MJ7+8/+#XE.Q7"IMTTUWKN-C9^1"8F3-T5E&5>BW[TQ/::J&*)FD=V'>: M]7I_5C4_1Z=>V5F54%$S9I`N\\X];KO7C98Z7SV;1ZHW.H@0Y#J%#H!@]> M6+L9TVZIN:B5N2IU@C1RD]:$KT*5J\0;'9H.VY8UL"+E%HJ(JM4ETP`Q4S?> M(`]H^H=/`+2W,AET'[ MTADR3B4?T15`@]A""E^:+V)V7/"ZVWR.AP'`XGLR"3AF4SMH[(U$O#R?F(+-&UV6+LY^UM M_A'_``-MX]\=PD&U%,*UD7.T+)2/Q6C8D](%S%G4U8T?]1IY:(U^8SES8]1M'K%`*!^=)&P<)7E M(*3CSG5[5&AW3,>[CLL+2W\>A2$F, M3>/3&-NI*UG9F24BGFX.Q#>O#;*DW=]5`?2^%M?8EJ20^/T3:N,@&:JG^2W6 M12O)F^7:&BTZFQUIV#SUH9>R&B2V;(68MP-1YI7M1@LBX2S1D5U?LNT2!5,8 MJ87?7K-U]D&\I&)E`4JS/P#TGN>^Z]@1IHE$Y&E?+3*.=1/U"GF:%1/WV]DU MZ\?4^DZ1[@28%:XZFX--@[[RAW.WBC)98@E'M]M,?R]>E9B\\=%@WD:5H?J0 M4'#.D:E69D];M9%GD"^56-(YZF26=W4V-V1S'(`%4.#9E'K*`*9R+$.!3%$> MTP?).3I@Z9OM/-3WT>Q)%L'FM6"G3&-2[/;CF;C%U66;,4_;*1/L:(G* MF':`!T+Z``17Q)^4O*OEQN.X.#W]]L>`)J,;S\(/FM:0N"+`;`6!F6<=>+DJS86QWE#!1L;7;',HU1=2,G(T8L)8W=^ MR8M/5R"74?V59G#M6\%&1C:%4CB/2KVJ;9Z:+I7B6824:K:,DLJQ3V%@MDJ^(Z>2!V[!!O[RXBF1(H M@BE)=,8I&J5WD4X#@4"OJ,<7;>.?(+G+(>&]GXG%VO<%J/@.X[%81LNT;'7I MOG&JL)C-$;(4N"QLK;(]38%:?@*N^C3)?!6.9>2)&E(IWD(:PYY7\E^:+416 MC(Y9N@#9!5@T40;!TZ-T3MTS)H!T``Z)$$"_8'V5B:UT[+IVMACGUUP&=0@I*'PKBPQTQ,!A3.:C00F()B^AA(( M].H>@\C46AW5PIP'`T3\9%SV5<[VF%:)1TS=%V,0@A'&<1L1'LF;E\I(1:5FLW2"<*B[G M,0[$Z1V^UW_4"F,L[:R7NW6/(V4M,_Q6$J&0L;7&U.UYF[WO3VSRYHNFN&=S MGW"TQ,X]L3J/CW$PX=O8F58KO%6*]9I,6LB3\[?DFU+RWXM-C\7,IJX5O-KV M3P2<+YDGG$/GO&H#Z@/V\ MCI%G+>!0.\>_D2QWI3M;9\EW/'&;\L,;7@2Z4"GX^PY5:M;LA,65>=ZVW:4+ M%59G(5-*2JM.K:R[]^Y;I@+!HDX<+$3;IEZ:EQQFFO),=B7ZH75W/?XNXP?H MYY,\QPM?GE:U/VG%FME>OU6A99$J:AV\K-UG)\BUC3&:K$7(5Q[2AD#E/V]! MY*-[XZ2V&#^J7U>&R\@N"AF\>@XQY.(K/W!4@,J9NR2.*IP(`G$I!Z`(]. M(NF7MGP5]OI-\%XGU_F?(53,-;/XYW"J+Q+4V>7S1BZ`R!6*RVFWC;89H\QX MM#Y#CXV3_&*XU8-WRSA%,R*J4LD7O[TS$)99QBDT[?="F1H5VEUVQV&T2R"9@ZMF+5PN81Z%((@(!>3%:9:\62DS6?ML-U$D M*5I_CO(VK.&9=X#6[[G[&XZ?4/(1:N*:ZCM#5S6K(4>SNLS;9YJ=N#&U7B.A MX"((N9RE'32R7Q0+69LSWP-@S'>MV**EAK%D8[C:A4&SP$EY61=3EDL4Y,R3 MR>M=TN5CD#JR=IO-WL\F[EIJ5=G.ZDI-XNX5,)U!Y%B(B*0Z^VHU7I^TM/K4 M;)6&S8VR;C"V-,DX(SEC]=HSR-A;)T:R>QK.U5E9^W>14O%RD1).8R=@I)!U M#V"%>.&+U!1-4!()BK$&&W>S[JQ'A4/(Q@BZK)P#=JBEN+J3BS(6:M>,@,`4 M41&PW+&E%CKGF[7BQ)-R$5E&,E%RM<04$YFDXNGVIE%:78(>-C/>'-F?-[Y5 M,R8&NT)E#&5EUET;C8*_5U&5/$.I"M1-TC;'#(.WD6U22?1D@H1-XW5.DX26 M3`OMF$BOMU(FL\=EDWD:5N?J/!4)B?59=);V#HYI=%,/M(J>X@^/4XITAU6* M?V06:R!RB5Y\'H-0/<,'#=P`!OPJ.[@ M`>H`;X:/4`'H'4`'D=&Z\!P**'U4M]T-I6V6+6VZ&O69\[6.R:824=K^[Q1E M=#&4?C^X%R7DA*4FKD@HF8]F8NW[V',BE^=31(T7`R*GO!VV&,IIK-EU;`D/ M+5[!>%X">;BTG8/$V.8>::F[.K:6C*?#LI%N/MF.GU1>('+]TPE]/01#D:C2 M*.V>%.`X#@:1^_8Q;%Y)R;QI'1LQE[Z]GK"\Z0&[=V)X;*5'E"@T=JN4&KKN8S MJX?'JE`@F2:9 MIQNY4`%5T6J8B1&RG,`*.7":9?3U4.4H>I@`16'+8S/6#)I@VE8?-&)Y:+>) M^ZSDHS(M/?L'274Q?=;/&LPJW73[B"'<4PAU`?W.%5@ZVF>VHSVI65I.MDF"OC[B$'(/RM4W(+(1;JN^VH5(R:31P<.Y0_P"\Y>3G M_?S^BW)R.C^"`&`2F`!`0$!`0Z@(#Z"`@/H("'`%*4A0*0H%*'H!2@!2@'[@ M`'0`X']X#@.!\%VK9T"0.6Z#@$5B.$07235!)=/K[:Z7N%-[:R?4>TP=#!U] M!X'WX#@>9UJ-7L,9"\FWC\0S@\9O\$P,4P9A.-H4?FHO MMJ0[+%MORRXB(U^TDRC!`M[2+\_8X43#4N.-J=UJ7RZ8MU4JL[J$YJ]?8XXN M,UG#&%:V,?X%8/Z6]D_&F^FVD7LS';$R&,6K(6>IA6JL,WDWLR9&/9+*)IM7 M")5G0'D-Y1&CH+ZD.LZ0)^)C*(T&M8L+EME1(-UK.YP%"5HMQBJ(PL]0;Y'= M0CO'32\81 MB+#&5"8(,$KG4VB#-)I58E!-HW;)R2:2"38A`(4A``I"@```!R+$Q1VRPRMB MZ5>M(R+R309*2D%B-F$>PN%>>/7KA0P%30:-&\BHNY64,(`4I"F,(CZ!PKGW M`_93S,E8$JZU!Y.?@+BERC>:5BT3`*0.V M\6JJH4ZGYI+M[U.A"F'B+IE[900_2IMM'3NO(#+>/MGL>PP.YD=7XYZWVI/C MMUE/]8,?#YL<6!5&0QNW2B%*@>(DHT&22AS*I.`W(V< M!P'`<#I'*>S&N&"Y&-A\V[`X1P[+33(TE#Q>4\K43'TC+1Q'!VAW\:RML]$. M7S(KI,R0JI%,0%"B7KU`0X2L1=U:/D*T%`A5!WAU``AS*$(<=EL+@0YD@**I M2&_37M,9,#E[@#U+U#K]H<4DW8]8;3/^2;QXU>+7FY[>K4&/BVQ6QW#P^QV( M5TT4WCA-JU6.5K;EU"HKN52D*?IV"8P!U]>*2;L>L.)$\K_C*.9=,-^M1RJ- M7"#-PDKGK'"*J3URLB@@R.FM8"*`]54<$Z(]/=[3=W;V]1Y:2F['JP_\G^]. MEESTHRO`4C<77"T6$;3@QVC`43-N,K;:I5K$9ZQ;.2J,%!P5R)+R3AM$-%5S M&9JI*)`D8WO(B43D0F4Q,:2WOP`R#"5\;U+D8QZVDH]YF78M=H_9N$G;5TB; M,UN`%47*"JZ*P"8!`1*<_0P"`B(@/$W,/:FHY&WY["]W?VE[^WL[^@=W;UZ] MO=TZ]O7UZ<#];3 MQ+(D!1;R`ZT(IBR1D@46R$Q23&,<+IMF\GWJ$*7\-<.E2))N.OLG5,!"F$P@ M'(M8;G&>9SQ43$LU@F&_.M!Y9[(%B&S)?(\4Q44ECD$Z<6)GPMDTY)4H?<0, M8JIQ$`*41$.MI*;L>K+'73;'6C;NK3-WU@SGC+/%1KLV%;GK!C"V15LC(6P# M',Y8(64<1:ZY6$G^&2""XHJ]J@)JE'IZ\C3(3@.`X#@;*2R5U14R))Z%.L0% M1.D248F5*"!3G7$R8+B8H(D3,)^H?=`HB/V<#SS?J=,_:?4SR+Y.HVP6K+G: M+)]FTSP_`Z_Y.9YWMV)VNJ=K4L>;D_F.Z=4$'43EE!S99AE.+-I8Z`IBV^*' MYE8YN:ARSOQWXU>AK`&`82(*"A5#$BXXBABB4?O_``6Y_4"B(%$Q3@8`_<$! M^SF75N"KIL@HW27<((JNU!1:IJK)IJ.52D,J9)N0Y@,LH"9!,)2@(]H"/V!P M/OP*_GF[\+B/E!?:UY'QS'X4BLRX4R%$C22X,JVG3MFL+4*1A;W6IJP/HO.6!;R1V)H^<2FR.' MYV:E?C+/7$AG+)K"13=(>ZE[GZ7MM5GLR^3!N1,#`9!$RW4"B)`2**BILEU# MG/Z-W$ZP5:Q.L]$:/8F::E M79F:D%NB5HX%,X*D`Q#JFR4<<']&7Y':R+X:[N'J7!#*-#L)(8F1SBP%^Q4_ M?LW?QL;)_(;'_*0W4H_N<5)PF;S/K_#2,OHIM[G3IBA-[::C-XQNF=O[[)IF M.6=,VXG<.2ILX]W1(ENH0[QDRTM8ZS37>4W]KFI M/)6+;%01D&06NDQ$0#T7T6-SS)(AP2/BX272@\?@G)Q43$OW2C9-Q[J"0`=$B9?=$W+ M6$V9LYF'F8=XL91H^;*DUH/46%,NH`$%0[%RHB(].HIG,7[!'BL&S)N,YX-_+4YJLQ`U7<:@ M4R2=5)W5(&>B=F\VH+UE`6:Z$2HP+#ZMP,DDWAG"H*HI-GK-0HE_-JI&Z'!6 M#9EU<4K'A+\SE8K4'`6+;:O9+=UF'0AE[(KO1M#7I:W.WD>LJYLQTVV!FS]N MZBYD$@%"6DY<[AKWD260,/?Q6#;E7LUG]S_>1-R(N'6;<&FLL`_J]@SO@N?K MLG"+UM_7Y_/.2INOOX%RD\16A)*%D-/EH^0AEB2"Y5&JI!14*L*=A,W8-5O?XR\>!%R=D>4F MK))MZWL_C"!;I)&;D0B-EG05%#&^T1XK M!LR;/A[PH>9O%C2YGM.ZF-3.?S_AT8/T<_DX,=LH;=W6,RC)[:I)F8UDS M\(M)&]M$V%W?MNN/1^.]N+%$B,HJ3H=^D0I%Q.4``%3]?CZ_PU3+Z-OR.OA/ M&V+>77!O`NJU&T]Z1C(9VFQ6JE??-9BNU-2)>U.%9NJQ$S4>W/X<"_N,CR._":QG[8NJ/X:RCG ML0RC_P`8SP#%G$R3X\I)135H&.OCMXV1DU#.5T"%!)9<14.43CUY:I^OQ]?X M76O#MI'D_P`=7CXPEJ%E^]T_(MUQ8\R2HYLE"1EDJH,=<\FVZ\Q4;%&G8N&E MURQK.QE2547;IF,L!NG4H%$<%X-Q M#B_+V/<1K8KRY(9*F7^0*_8IQM,HN*9,59DRCAKRH*ME6YYA0ZA54S%4`2B! MR"02J(28K"L>/T8N\(E.*FV.RJB[H/F='*U79', MC&G/W&8)")$!3*/3EJQ^OQX\G[9_1@;KI.VYS[_X79IBK,$<.V58RZJ\0;6I M+X5N4;)&DF95UK#'G,F^3%9(LB3\VX.)1$05/UQQ_P`:^Q_16;4IG2:UKR#8 MFGHQ2(1B7?Z2XRR37CIQ[-X#IE!I,&%QMK9U!M5DB+II&52227`!*EU*!^*G MZ^O'P;>C]&1O(W70=(>0#"Z+IK,HV1LY2@\R)N&UC;ID2;V%!JPE(!!M4_7T9<$^G8W$EV3U*R;28?, ML9^1ZT))%R)=!*90X.7)VD@VK^.G,"D#AJB06J:;I!5(QP#VB@8BJILEJK5] M.YMBLVCTX7-FH-I7,ZD7THO;\7Y%@7*+EZT:QO7#Z3<_I) M(0SQG^')RJ+-\FW()FRZA00!0%0-[8)*FR>SFAOIN-X548TJF=]/FZS5R4TD MK&4RRH)S#'WW2JJ`HR^+YX8Q^9%9)$CA$PI$(CW&;G4.8W%8-F79SJ&^F2S< MP:-A>[(ZUN9@$%B/I-EKH\C!<'=E5*Z3(FUL!0(@H@N9$X!VE6)U$Q0`XD!4 M_7+K/)7TH.6\E7#'-P>[68!BG%"LKBROF2.NSKU[E3];O1?Z<790X?&)MEALK-V!BR(I8PNS%?L2;E2:BB+*V MIG6.'M$3]54A32*':(@`%XJ;)ZML;`X4O"]P;,GE5:53*5(G MWMC;2+,)%@K"LHR;J71S5DERM=>JI[I: MXNBU`E@EV,2:SW2<1>N(>J0)7RZ(RMAE$(YP=NS1[UU2('$I1`ANA6Y2%CKT M2\:QTK/0T;(/^SX+&0E&+-X\]U4&Z?Q6SA=-9Q[BX]A>PH]3^@>OIP.&L,T8 M=E;@OCV+RQC22O[:3DH5Q1V%[J[NX-YF&9DD)B)6K+>44FDI.*CU"KN4#(`J M@B8#G*4H@/`[+X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!T%GO:G6 MW5EA2Y38_.6,,(QV1;>PH='>9+N$-4D+1;)(Q0;P\2>6=-@JN.$D%\@6"4L<4UBJ2DZCHV8;'M3P[K MVH$'$1,M'9/DBGWM722H=4U"&$5HX-<]J-9\<,[@_P`A9_P[1&=`GI*JW-Q< MLC5.L)URS0]3KM[E*_)C-RK$49IA3+=%2BK;U6(QD6RHE[%DQ,2L-H<[E:AL ME3HO=IM=61DZZSMQC/,U8W:H_HM(24S#,[$1PO9$T%(5>6KKYL#DIA2]]HJ0 M3`8@AP5AW73+M3,CUB)NV/;=6+Y39]%5S!6VF3\5:*Q--T'*[)9>)GH-V^BI M%%%XV42,9%4Y2JIF*(]Q1`"N!PFPV"K%BM_G.*R[CQ3#,5(6N+D\IO+7#Q5` MCGM'N4MCVUIOK7+.F4*T2A+K!.XU5518J0N41*4Q@$HB2L2Y3CO*.,\O5T+? MB;(E%RA4S/G48%HQW;H"ZUT9)B"8O8\)NM2$G&B^9@L3W4O=]Q/O#N`.H<*Y M-#3<+8XQK-5Z7BYZ&?%4.REH9^TE(QX5)91NJ9J_8JKM7!4G")R&$AQ`IRB4 M?4!#@;IP'`[-^GVG^KC2K'KOB:R"PVQ\>.:,15ZPZ21F=9?9&>UDQU@ M?(.;IW;3*&6+D8M=GJD\MH-Y.QA,Q+)[*2T^D",@LZ0%N&G.:Q%.243R5YFQ M1DS8W.U9Q_D.@W^2IVC.G7Z5-:=-0=H3#",S'L+.^AE'H1;B2@Y%F^ M9LGBI%%&KCY"28IJ&.,AZ>Q8L@?3BEF MB;HX9)Q]>)\.050D[/"R;V%.JFB=1-G)+B';ZF*@R^JJ'.X$U+W7Q$]W_P!L M\A3E\L=JICJ9H.=V=ML4+L!L_P"1&WUJ5+CO4?0>F1TZ6=IV!M*+U-H5N+CX M)D"EQO[Y.A^3"CQ!TK%OY67>2B244@JNZ:'Y M1T7;^1T.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X%8[RG5:,R!O1;FK M;9'QS8\_1G1*)A,OTSR.X6N.0FU%P58\G7N=M>1=>V3RRT7&EY:Y&=PC>+N) M#OEY"+/68HG1]E;CB;#N:=B6F!R4&@_$>4-YE MV*G]6L24;$%RQ5AJ\*OL@M8S-=1I19J*AS$?NHM-9A!IN M.M(T7'V+S6?-6QYYF[)T^K8_L+6USTV_8G"17752>BU:M3_-*==0O'(ME-.B MTGJ/38G'^LV$:=#5C`=,:P>/8%NYK&K386FNT3-+-_EV)'#R)VK)<:,K8'#I M5F=9(CA4A^]8/=,<>1J%+MK8<=Y2G(#3>]NL70D#5\K[LY5UEQAEM_&-=.X. MTV?R2[FUW-VX>P[2V2L54LE1&FN-Z(Q;4BC3`N8^=L]G`JK4415=L=.<5MQ> M6FN\OK=KICA7#6C5=S!.>/+>W8;`>O4/)8QR:CB:4W*R1KOBO)TCL18Z%DVU MSE+@\28KV`R!(TJL7?(46E'0Q8ZHV0S!,6YF0GGS6UO:L:>(3/&0+?#9(UL6 MQGIM6\.ZKUO'%,ITYHID.ZY$PA0KE++W%:T:Q2UFN4%%M;5E?$%;CX.1L4G# MN'3)5>Q)^^"+HYR"EK&>7)-'R-'`%S^F;Y7?Y M"_\`I/9%_K3?Z%_HNS?TS/\`^T__`$0__;?8Y6.7DZ?\8'];[E+^0X_I:X1_ MK8_YQ_7Z8^_KFO\`NS_0Q_XR_#^$F_'994V:_KB-H_Z0'\E9=_\`/M_GZ_S\ M9,_S]?\`U@/\,_\`=GRN.2S[I\%#KPG?RF/CX_DL/\D:U_2B_IU_TOKO^_\` M_KM_Y:?_`&[LX/7S>@!Y*_Z6&"?Z47]=GA3^G!_07\\L?^3$>Z?& M./LE_^2P_SXY#_`,[W]>E_D(G_`$K?_P`;_P#97_[M][CDL>Z5 MNSD;.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X%5)\DK-U_I/>33^LM_SW7?_/3_`$NOZV+#W]?-_P".O\L_ M_P`0OPC@ZVXZJ@/U%'\JNW_DLOZU;7+^O-_R2_I@93_H?_N3_#/_`(C^-PD^ M?DM^^(G^3>U1_K9?\X4I_6<_UMW^?6T_TM/^Y_\`+/\`\=?,Y&HL@"\BO^=J MF?\`ZKQ_34OW]=K_`)X?ZXC83_(G_NO_`$2__CM^DG+ZL?\`Z\_JS\\Q_P#) ME8X_D=/\Z\%_7D_UMG^0,1_6C_\`C?\`RE_[A]GAKDD'\3_]8?@G^LE_SM-_ KY/;^MB_H9K_G3_\`'7^6O_=O?R*D9X4X#@.`X#@.`X#@.`X#@.`X#@?_V3\_ ` end GRAPHIC 16 g31989g34q64.jpg GRAPHIC begin 644 g31989g34q64.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0TT4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@`````````````!2@```E\````&`&<`,P`T M`'$`-@`T`````0`````````````````````````!``````````````)?```! M2@`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"I<````!````<````#T` M``%0``!0$```"GL`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``]`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#U5>(?6N^YOUGZJUMSV@9+H`>X`>UG8.7M+YQ_.>YS2YSDE/B=.74VLB\Y%CS.U[,AS(&FW MV'=O_.1/MF#N>8S2T_S8^U"1]/\`G#Z?O_P/T?3_`,-^^O93]6/JV/\`O(PS M_P!8J_\`(*EU+I_U*Z52W(ZET[!Q:7O%;;'T5P7D.Q MVUV14]H8V;,X,!>]S:]S66,=^A:YWZ3W?H:?TB**Z!?Z;GOVEL@MZE7&I_1_ MI_=5]#Z;/_/2[P]2_P`67YN/T]_PHK_[]6$W[1_Q<_F]/PG?"BC^,)*>#;54 MQI-UKG'<&M]+J-#-> M(6`UW6>^&L>>HUP'/=Z;++:C6+65,>YGJ;F_T?U;WJ.0<2AM;WF]S'':XTY[ M;':M#N&"QC=GNW_F?X+]]>@B_P"H9YZ3B#XT8Z*W_F$?^\W":?/'J_[ZU)3Y MB_,P2WV#-:[<.W;K^ZVIV_ MZ*]6;5]03_VBP!\<=G_I)2]#Z@?]Q,#_`-AV?^DDE/F'U>ON/UAZ4#=8X',H M!!>X@^]O8N7NBYRMOU$IL9?3C8-=M3@^M[*&AS7-]S7,T``=W&53KHJOZIG,M:'MVT&'`.'%W[X*[?1J&X.7DVY@,5U.J+)='Y[[<1S*V[?I/>Q:^']4NF8>]]!I2":FW6;JOZES`UN^EVWWM24U1T MVO[+;E_;LEIQFN==4:Z?580/4?66.JV[W-^A[O3L^FQ_IKEF?6+HF=2P`]7- M>CFQ3B@"1/+/BNERG9&'U$]-:]MU>7TZ^W(N>#ZCG5^RIE9:[TJL>OU?T..Q MG^E_PJYGI+J\+#JIK)#0&N_=Z_YS?9[6UHJ;##T:SBSJS9\:\<* M3L3I$$NR.JM`YEN./RL5C[:X-];U@6M,`%H#N?W/7=:W#NDEQECAM=^DN^CM24_P#_T?3\/^B4?\6S_J0@ M7C-R*+*+*&M;;6YCRRXR"X;/T;O28[^W[$:CU:Z*ZW5G M]1_^C=][?_)+/LZGT;#SKO7RJ:,NQK/5JMOK:X!H=Z7Z)]FYN[>DI+9BYP8X MG-(C7>6M&T`:SIM_M(#NF=4(,YQ>3P9+8_[:VH?5>I=-S>FY&/7?CVOL8?39 MZU1EX]U?^$_->-R-A]2Z?CX=%#KZ6&NMC2WU:]"&@%O\XDIS@N^K/UCVF>JN<(/M]2[7^3K8MMWU@Z,SZ>;CM^-]0_\`1BLX^93E M4MOQ2,BA\[+:GL>PP=KMKV/+7>X)*>H__`$;OO;_Y))3PUU/7H,=-O>2()!B3^\[W+#ZAT_ZXWU/K M'3LI[2(B&>`C\_\`D,7JOJ/_`-&[[V_^22]1_P#HW?>W_P`DDIXMO3>JL>QQ MQKF@X^.UX#9!P5F7-($EO)']9)3__2]522224IM56Q@+G'W$"/=N^A^;^ZNB0,_^@Y'_%/_`.I*2GS?.JZ3G/-Q MZEC>_4>S(G7Z&OI?F-_DKI?JUUCHG2^C8_3W98M=27C=55>6DOL?<&,W5;MV MUZX^EN/Z%E^KO9LEVWT&61NC\ST;-GJ_N_ MG_S:*GIKNK]+L^L.-U1N1^K4XUM#QZ5^_H[C[SOAWT&9$^?I_I-O^:A9#5BO\`4HM$L?!$B8X<&N7E MKQ1%DOQM\:;&OF?^"].ST=W_`(&O0/JC'_-S!@S[#KQ^W>!D*&N&"HK+20U-CDU1T)355E3:&)TB8 MPT1DE,3%)F8Y\/'"CLZ5GQ[AY$0$``0($!0,$`@(#``,````` M`1$"(3%1$D%A4@,3<2(R@9&Q0J%B\,'1X7+Q,Q3_V@`,`P$``A$#$0`_`._C M0-`T#0-`T'YUG7`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`T#05SC"@3.6,E8\Q977,8RL&2[S4J!!/)I9TVAFDSTU_$ESRO,!B`U&1>K7*TY77LF%ZKWCJ=<[VN$UUF)9)T==+H4FZBITB'M&= MT9\$I7ZM'(25./$[D0\LK9FT.Y,K'/V[%%ZX;E36+5AD\PCDP9S)L16*C8\AL<1RT[&W:UT M"KVRP56):0$F[BW%@?2`P+1U"U]VHS,JBM)-V*G1"'2)IGYQ"Q:I#8<79,J- M;R+^+;LUH M920<)H%=%.*`K*%(!N<8`$54<_KT_%'B4I2#F(U2>CF4Q!IOXQZS/,Q$BHJE M'RD21P@F:1CGZJ)RHKH\])4Q#`4PB`Z"L[#AC,-1GF%6MF*,E5BSRLWU MWDB]9`Q]?*6,2E.5&V0LOC2J$=R97DF=LW5A%9AB[78/"HN#@W..A$_9X[>= MC^9L^W_)=(<-?$\UPG0Y+)&9;1E2JY*;L\=5B/>1L:W2E*O3:/<,A25FGY.7 M0;QD2PAW+]Z8QSE3!%%=5,3-&/;K%.1$8(MP9TRV3-!=6-U58;(L74[0>BV* M;;/"L08P5B=PS-J\>N5E$^C;&Z-X'2D*=(AQYNHM5>YRVM9^VX6VQ4O,6,+/ M4YFI-*R\L:YF"DI7XLEMBX^4AB*6N)![67)EN^)6PG0=JI=VIJH%.8Z9@U4B M8G)9:5@)V"=-V,W"RT.^>,F$BT9RL<\CW3J/E6Z;N+?MV[M%%9=E)-52*H*E M`2+)F`Q!$!`=161F'MF^X/,N=Z+MVC:!/4C(5\;EEV94?7 MZQ&<0+F7:TN.BFJC@[MNS=&6*4$VZ:ZQTTCU*Q2M5++;?+=.;B`VV8B=M\W7 M:4OR&.Z>XI4'9NN98012%88 M5PK*ELT8O/A?)]OQ:O>L?9(>TJ1)#2EMQ;,2M@HKR82:-U)=A!STO!5U::+` MR2JK!PZ0;F8KNFRAVB[EJ*3A4K-[)O59YQQUC&6R+&Y/V\92F*EA2B;BVT6G$D(.*C+<.0,BF@:-X`J0Q5#)\-"<&3^[SJZ;] ML^M4;CBP9RVZYGR^_G*W".<,X!G\IW/)L.2WT]K>:U,24#9,0TELI$S,!),C MH"T(IMTUD2'645(4@")B@,5"'Q5E!*`LEK4QO?4ZO39 MM2M6^R'I]A)`56QI*&15@+),&C@CH.;36()3-'2B2X&`0$O'01$]A_+=5A3V M2T8NR+6ZZEW-TD]/4FS0\*GW:HFDSY\I(1C=B3NM54I4N*GSPQ@`O$1#0JO! MA?9[FG,.><;[>W%>?8JN64&DS*UQUEJ!ME1C%82"JLW<7DLFF>ONI5ZT=1$` MN5H=!LHBLX,F4RB9#&4)4F:151LQM[R#'Q>#W4,V"\6#/M>E;%3J!282ZR]\ M9(QMEEZXWCI>"7J;`CN4G"1`R3$D0M*I+1;A!A4*0AU"&(%HFZ&NW*>`\L8?OJN/;G0[C& M33FPRM?JIWM2LL6E?31DXI`)R5)2E8MD[L4=)OBD!L=LFITG2D``YQ@#4:2M M'"69W-X5QDWQ%D]?)*#4[U?'R-!M:MX19I(@X5=JU,D2:>3:IMS`H906X$`@ M\X1XCV9:NP!8]XO'/S34VG%FC8HK& M0:JH+"NJGT2R9B&X&*(`%WLT;/*\BSU>?6*A93PYCO,S6\5.!MDA2Z MM&Y./,'K53M5J>5^.AH^Z%91(*N&A55$RBL4$E%BASQJ1-5!P^W#/DY8,7U= MGA[(C:7S5,0<%B@LY59:LQU]D+(Y1:POO'<%,+L'(-$D>*JBI M$BF.$*QJ]['MLSQ6 MZ6=UA-9H"A5!(8!U2L4JMA6JG9;C:Z_1:O"2,Y<;588JIUVML& MQU9>8LLY)(0\1",F?`%%9&0E'2:":?(8RIP+V=16=F)>K@R1F7(5VQ!6,X[8 M&.7ZSDVZX?JF+IO)D\E<,P7Z@1CJ1L4;C5M$T:8C"0XG:&:LIBPNJ_"R;OBF MT=K/8)5J6.R;24U&R,NG$NCL&SDA"&.*DAU;^;8[!RN8UKCAU2 MQ-<%1&Z"1V\HVJPFS_&;=)R7:QD;F%[7#TY.D!65FD@UDS-4["I,I1#I)VHR M*D81`58:4[&>2,B'63Q_CZ[WE1LKT#A.G52>LQVZPLGTD"*Q85@],DKWNC'+ MCFFX#T#=4_S*9A"*B)+$^4H9Q3FDOC6_Q3K(A$U,?MI*FV)BXO2:SI-@BI3D M74YZO>::1@J9I,WB"W7EC9IYH_P`T MUNY4*"A:=2(JR3MXOB5PJR1D> MJRS@GB&OY0K64MNU]LMAV\Q^ZA+`%4OUE)N`:8->1SB6=W/WE6FAUF%G0@X] MDX5>-(>6DGI"-U#)I*E+QU:)NA@TZPMF-C'TZ7>XFR8SBLA]R^\"3=42TMX^ M\]W('=,?><]6BB-K-W8V3,HEW$9?I"%$Q>(!QU&JI[AS`.2\YW2OT2D0IPF; M9,R]1K#J:1D8Z$GU*-@*E/S+^TLXE1RE*NZXSCH M]RXFVT8JS6*X4;%5(B9(X'$!*;@$9!8?RW:'DE'5K%N1;%(0T@[B9AC!4FS2 MSR)E&#-W(OHV2:L(QPNQD&4?'KKK(JE(HFB@HH]_+4B37I-F1C[C%13%>3E)*JO5(PK:PQ\;&ME'#A9H99-%!,RAQ`I1$` MA*MB[)EY?1$72<=7JXR=@:23^!CJM4;!87TVQAEC-YA[$-(F/=N))I$N""FY M41*,W:*C9TT=-E#(N&SENL4BR#A M!8@D.0X`8I@$!`!#00^@:!H&@:#=MU!?U^]'_NRI?H]K6NG;_;TY^O_F&^SE=_ MZEI\US=30-`T#07MVT72OXWW';?\B6UTJPJM"S;BFZ69\@UK'0>/>KL@+'EO(1I7!>]S+N;,W(JO[F^*A0K79MKLW`3*JY5%4 MK2\75I-M7%LB+ARDLLL8Q0,]XJM%F/EZ+]9DW;8(S=AVUTNC[LJZ:6M-(C:+=!S%Q2%=L M`B*4K#(UMOZV"T+;A`8V@I,V1:C3[UU?67*MA.Q4W-LY>I*4V_V6A.]Q-8R% M=LG6:T8D-*VR(6G6,$RKS"-K"<(4[=0Q#&;MSDI-5,X8O,5GS?N[@*UNIS!O M1PCNP:;F*7N)KL]2,G5EOMRV]9C;5WG90LC[(DG(U"M)8ML;:#FG[QCS8B+& MG,`*[/TK8B`RC*DM6NZK.>*\^;XY.[2;682VOUN]4+%E,@:VH"+*RFY`!'AWR=*',8PF$PFHPCFWBS'69[-82Y;>+!7,RBY< M8(R[OIG*9/U*C[ED)RG8QW`;4\@X^Q0S/:\N6&]WJR7I+))8D\_($>,TD9!Z M1=JB9!!R\,9I.+$S#?6"86=XIP=4W&S[H2P5XO-]PI>[W MNND\N8_='F2JFMMA@;%BAN:OK/(1=S(1#68,W2,BF+H`%)K.'%K[WZYAH&9\ MSX@DJ3F&?RO&T7;Q@7$UFS!/05NB9B=M>/*^$%9;(,;;#^^IR0%TP71.LH*R MQ.;R@?B4IJ(HV43&['8S8;UMMD<_YXD]TF6<=VG,;Z7W?0V%,G8.FY"CK8<< M06!*MN*7J,U6\VYAEJ]E=LS=2#V,>G?H00+,N^3\%U=&:3C2$%N;ZP_"EKE< MI3N,\RR9K#>.JQHNV"5DJ+5LP4.+L.XW'>[:H6QH[CF=MD9JP-JR7!\.8NLDPS);2&D'A68Q[`7&7V>8IVO6+"%OHFZ MQ[9H&2K0U2-MUDIDE%;@V>S^'.PGZX:Y0-B0I25B))&(5PAW8JY="*8XK]T+ M+F']ZV^[*3DV2\A9;V@[KMM#J*W80$M5KS`M-FEI?KEN2F:IDJN2$'7,_X<2IU,P_!,+(LI>YMF M]R%7&]CEC+H&9,Y-\D9NJY96SKF7JX:%L:C< M,M\56&FU?&$Q)8+Q[AC*5]M^2[%+,D+*C#P5;D>]+",BG1'3UTD919)-(%A, MQ$Y<*K_7[?I@0N/L9XQV*34_D?)F-]Y.V'-.TW$#6C;C);)3^#J-%GL?VS'M MZME\G[VRM.0K2$LG&R3&";LJ\XB1`C,''SMJU%)XH/,&ZC`^U_?.?;;B2^U/ M$^TK!F&LEXOM$%>:KDFY1UMG]QF6*CFW.^.RR^`I>.R-1[?5Q1B*ZUF(MXEW ML>4!)J8QD%3E,*33FY\=Q4KC6=S[FF;PV^M\IBB9RE>Y7'4GD!XZD+M(TZ0L MLD[@'UJ?OUG$B^G'<+%)VQ"8Y0ZQ/%45A?.N/\7YVR58\Q!L1VQ;8JYN'3A[M3;9F MVZ4G=(?)F27!)$RB=@@JQ!X>L;JN-'DX+23E6#`45Q."B"8%IC&E4RIO62X; MK6S?%,/5)K'\)F3%NW#,6$;AB;*U&W6W!IE2QY4E[^%OML:7&>X.C;8I]ODN M#OY5Y!Y=JD^G&,LR,L=:0*A'%1%,4]F=\&WK'E+V)1L7O(O6Y2F;;,P8DSYG MK%-TIV<).^9ORHRM<.M97,5:F53) M3/"B[7<]GVUY\L6.K^W=8AQWG/#*F+XO',! M"7)PM>+"XD[0!+%8$F9.]S]RQ17\.5LDQL;ZMV_$D82`7=P0'DXI MG*]S$Z`@.2E+,36?5K[ZP?,5%S-E;%\G0LISF:F=$VUX/Q/8,FV*&M,'*6VW MX[K!H.PRRK.YB:QJ(NG28'250;0B>2+V^I\,:54CXYR/,!= M85"MCK]$QNMM^-LB23&VW2V80Q+ MN)VUVS%D%E*I.9E4'*"51R+(120*U4<-$>Z/6JJFV?HB\?;^,%4Z MVX`QM)[GR9&I^.]LMNPGN$S]E#&FX))_G6KWOS6O==CJ;S3/L:A3,FR#)ZGCU!W)1\A'-YQ>Q*+)CW6NJD54Y.`DIC,4 MT85EZPW&SF#KN-I'+E\<8@:=3+9]J4ECQ5M=E*2&Z0U#M?O8:EJ?0C$F=-[\ M2%5+8"(=SD%N0QG'1)B`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`9,VD[=J;<%,HS&<:1@>4RKD^3SM==PDCEC'V.YZ.R%8HJ!/78HBT M5''>5>UE,U0!%J9940M`RWB[,\=Q&`MR\+E>Y7S<7B#JX&VT*M[>HW%5BA8" M'RQ,XWO&-Y6\W3*\Y+1D+(4VO1&1GR@1\8P>KO7""?,62`04`4G&*857!G][ M^W"(VE*81VG7B;DLN,IK8G?-K=""C;B+-EJ(SWAF3IC>\HV>UVBRVFCO+7)S M\A()5J-I\?&PO>I$S4@D6.T;'%)K6-U42G(J4S MB?K+3KC_`'<1N*.L$F]U]4A%G^.YO/&2[-.T5XB1H%KPAE6R61E=\?2;%!9- MHG[X<:VAVP%,1,B@N(-N=UQOIFS-:ZX?-[#8'TK).TBO%BB9,W1JK$4F&0$#O[VK)W/9OE'+.9) M.^9>I,-DG$N3[CC6BYH@*;7*W.W'%5ZFUZ>]RQ0K1.-TGCNB-63 M63QC_W94OT>UK73M_MZ.7=_3U?I*ZC!H&@ M:!H&@__2[^-`T#0-`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`5A>;#W5;D\%XAW`H,:E0,PV'*]3-?L2Y)Q)F!E%W+ M#]!F;C<\>/I['5JO5;K60:\[9-FLA%R9DGK8JYE"HJ%((Z42;J1,PMFSZO[+ M=WKVV!7%5:E)N(\J69[&V.I M7"NH6/(<">9DV-2M='?2M8LE4:FYH,7S1X[2=(B"I5C%,'`1-69N)NJ1O60= MSEFV]/9FZ.E,#[?*9G'=&?'^/U;K]U5WS7A2$F=WK#95C>FP6,H& M4RDPR:E=4 M]0H2VTG#6XC-MNIF;<_;G]P6UC;TUQ[1(JTT4L_@"S-<0=3JM(E6,-;;)/6G)%CJ5;BX>O.Y%(SM19T04$.>L<`225.2+,Q"_ M]_ZKW>GCBMO+1,XTK,XQ9O<:I!'X\S%AK*%F>PN9YV*J^'[M&5+'=]LUFD:! ME*S3;6.@II%H9A(/5RI)J<\>&J5A!WSJU]U6-9_"-:M5?H#B5S_E]?!%`;T; M,.*\J''*D9)5F&L=.G0QC;K:6!F:E,6MJTDT7`D.T<?]Z$O'[+T5Y'(4U6L58)?0%_@%LLEQ3`3V)7+S*K)S,-IQRZ;2 M($E4XCHF:IN!U#E`IR3,X8->^0=HV;$UK!/8^HF0K'@R.Q#.;I<<6"QOZ6O+ MI[57^2%*'#9#L\94[=9*_`68LX9%K/PK)TX>QT@FX,=,6R!G`%JKF5ZOK-=7 MPW9+39L?78,LM,U[?L3P=!K3H?$!H+&$G>GL3=IRQLJUN$P%;8G M%<5C0&I\B/ MX-*1E:!8P\M*UN%NE=D(.SU6\5*WTNR)K*U^X4N\4::L5.M]8F"MU2HO8Y\Y M0%5%5(QBJI*$+%B:MHV[_JUMOV+O.Y@]M^>RU M*W6F#IOO_P`27*KWB80E(FJV*S1R,DTEXZ,<`D[Z8A^!`35K,3E7BL9CKJS, MZ3&>=ON-LAQT58*;GJPVFL5:YX!S?M@RLA893'<,U=VZE52WN\WP>*0R#6@> M-$3PDG/L'RA#_C1%T8$TU%%K"B+1L:M"NU[;]N!Q<#YRW`9HB',K4 MXU''U%Q'N1F,!!,UV+>OXZP66/3408.9$&A'SEL+PRIDTVR1U`%<9A(8G8QE M):@YID["T<5W)N*MO.*=WT;CH5(*8/9=L]]E(B+G+F\D(:)3%,'`2F*( M<0$.QH(AX]>2+I=](.W+]ZY.*CEX\75=.G"@@`"HNX7.=54X@'9,(CH(;0>J M"ZS99%RV65;N&ZJ:Z"Z"ATED%DC@HDLBJF)3IJIG*!BF*("`AQ#0`76*H=4J MRI55"K%44!0X*'*X(=-C_W94OT>UK73M_MZ.7=_3U?I*ZC!H&@:!H&@_]/OXT#0-`T# M0-!^9OUYW_B#Y2_N^[_MVYY^O_F&^SE=_ZEI\US=30-`T#0-`T#0-`T#0 M-`T#0-`T#09K5/=\M2]EK3:[!U=TWMT5O6I>[Z%R0:4;*Q[%:EXHGL>,:N>L MJQISN'1I.63?]U&==%S$12%$>=SPJ4QKR7QW5;_<9YHH>?(##V!['B*U;P\X MT_<'NCF;'DR+R!!2ERI:-WD(ZN8GA&F/*@]IM0>W;)$Q-.32+V7DU%E$D`<@ M@4Y3"(RY)AMKW[X&PU@3"F/4C2/^5NJ<$CGXDIC,U7]Q1UQ\?5<4V.LWW$^1 M)K(.0H3>#&Y>EJ!E2J4'&^9+/NVE+M./LKY,HX8EF)VTWK'RES&,B4'$X>.1 MC6:`I$15`P&5-OV2+<%O0K$%M)V!8#3MD78OK::Q! M7/>LSYPTC$3NG3A0WK"Q%&1.7][NU+)>><;[L&&"MPD-N!I5CVL3$FB[SGC> M0P[*L]N4%BVFNFC"GHX(976/'2<$>BL!BI(\T0%4VX3%>"60O6FN6.UO'>(RU[+M0S'AO#-DP5C[(&+LFT M"MT"9J$[)VEPRD<@U"S83NM\18N4X6TP[64;B4JI$N>H.E3;CR3"5 MZQ3;O4XO9S(X$P3FVBVO9-/4FV8TJ5GS10I[!MJNK*WQ=IRKD'(M1A\*0%_G M;[EDC#N5Q()V=`D*>L:Q_4L-XMV\7["-GMV(X;;'N`VRY31K^1XRK7BP0V7]RKO*/GV\T"5QM1 M[3C^CXTPCBW"5:@[K;XJ]6I>)Q?"'@6,Q.V2$J5&B7TG*-@(HOW/%LT05YW, M3*40*!8BC9'FOK&<2VG/F[6Y6:N6O)>!.L:PMMWD M2>0[&Q3M'OT&BK"Y+Q]*-C-UHU=O*UJ5;.B*$%0""2(I$:PEEBZV+&&8KM>Y MO<+MGL]HJ:6Z7'F['"E=Q[F5E4)FK6_&^)J9A9"F9,M5DQI>7N0JI>J;C*MJ MSSMHG#2RTI'K.4EB"Z,5-4VZ2D%$ZURO*RE'REG7`\KD;8\$G7;2+6%[R3&6%X-R:W.$BQSE%ZUC5HDY MCLTBM^DZ4`*H0"\!+,5HSFQUUG,3$7F(D&]"DZPX=;1=D.TMM9SY"5A"568V MLY`PA:766%)F(H5IEHR/F/%2]K;;CZ M=QGE["EFH4[DF(?;LY['&&,"WW'=NQ'BW(F?:>P@&.Z*9L](V^88E"Y$0>R2 MJC.$EU)2726A6#I99FH581CD*:M4 MWC`>&MOA*!!W&H8^S19K!?1E'::1\J;:KO%R;>Z;6)A,8YP1O1K+.W2RR[E5 M;NLAY"1;*=S\&8E752;:H>B]:E>:A9,M9.>T5I9,JY*WW84WLH/Y.9,6JQKG M$;O)SD<<.HIHP;/EX>2;Y`29MW#9=J+)HR`I$^(DYBI-M?LF&(]_&VO;EG.[ M9,P-MZS;`5+.6,LNXOSA!7'/U'MEN8PN3K)1KE"JX4L1,`1.+51DG#9 M2QQ%H"5;+F;NBEYH+&%)F,6&F[W<8YW,Y8;W)![DQ6H5>FUO'V.XK+-NJ=VN M%=H^.\5UMSC[+&6VV2&]YJ&++U"WY/#50KT;CNJQE*I=PF:X MT[].5U)9V^;@+?FD2`P*JI%L\97/L?76TN4R)MMNC;#&99EIM]W;W/:JM7G&&Z(A`8>IY`V"]]:3N>M#F,;6G<[AJQ;< M,.XM5(Y!_'UW,=\J"<8LS!DHFV:5;"."\2*1?..)B=W.(M'FB"HB#4I\8:C] M1HT#0-`T#0-`T#0-`T#0-`T#0-`T&[;J"_K]Z/\`W94OT>UK73M_MZ.7=_3U M?I*ZC!H&@:!H&@__U._C0-`T#0-`T'YL?784*\VG?YE:0K-+MEC8(S%Z9K/8 M*NS$NT2=IYHRLNHU42S(W@19OJ#Q/9<\EF1O`BS>YFE)TDW6]4'B>RYY+ M,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X$6;W,TI.D MFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S(W@19OJ#Q/9<\EF M1O`BS>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F:4G23 M=;U0>)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S( MW@19OJ#Q/9<\EF1O`BS>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)N MMZH/$]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D; MP(LWN9I2=)-UO5!XGLN>2S(W@19OJ#Q/9<\EF1O`BS>YFE)TDW6 M]4'B>RYY+,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X M$6;W,TI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S(W@19O MJ#Q/9<\EF1O`BS>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)NMZH/$]ESR69&\" M+-[F:4G23=;U0>)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5 M!XGLN>2S(W@19OJ#Q/9<\EF1O`BS>YFE)TDW6]4'B>RYY+,C>!% MF]S-*3I)NMZH/$]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X$6;W,TI.DFZWJ@ M\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S(W@19OJ#Q/9<\EF1O`BS M>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F:4G23=;U0> M)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S(W@19O MJ#Q/9<\EF1O`BS>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)NMZH/$ M]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D;P(LWN M9I2=)-UO5!XGLN>2S(W@19OJ#Q/9<\EF1O`BS>YFE)TDW6]4'B> MRYY+,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F:4G23=;U0>)[+GDLR-X$6;W, MTI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN>2S(W@19OJ#Q/9 M<\EF1O`BS>YFE)TDW6]4'B>RYY+,C>!%F]S-*3I)NMZH/$]ESR69&\"+-[F: M4G23=;U0>)[+GDLR-X$6;W,TI.DFZWJ@\3V7/)9D;P(LWN9I2=)-UO5!XGLN M>2S(W@19OJ#Q/9<\EF1O`BS>YFE)TDW6]4-S744T6[57??07EGI MUJKC1Q)5)LW=3U>EH=NNX]_-<5[G17D&C=)5;HDS&YA1$W-*(\.`:Z61,;JQ MP<^[,3LI/%^C7K+)H&@:!H&@_]7OXT#0-`T#0-!8B8VO[=K!+2D]-X6QQ*S4 MW(O9>7E'U6BW#V2E))RJ\?OWCA1`5%W3QVL=10YA$3',(CRCJ[KM93;;HEWF MD[8_(/B[P0B/:^KNNZI3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"( M]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;H> M:3MC\@^+O!"(]KZ;KNJ3;;H>:3MC\@^+O!"(]KZ;KNJ3;;HFT%MEV]UF8C+# M7L-8[AIR&>H2,3+1U7C&K^.?M5`5;.VCE)`JB#A!0H&*8H@("&INNUE=L:+Y M:BF@:!H&@:#_UN_C0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T M#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T M#0-`T#0-`T#0-`T#0-`T#0?_U^_C0-`T#0-`T#0-`T'BJU_)T'@9XL`B'$O9^^_P`G59F:2ACR3DHFX='R<>R7M?:ZL1"Q*'&7 M=AQY$N3C]X'^CU*)64&K8'I./`B`\./9(;T_P?I:1"Q-82\]LD"?TEL/+P^9 M/Z?X/TM)A)F80JETD2ID*13$0[C:CPX_>E`[' M'TQ[6E,DK-*H%7)\BGQ_O9NE+E,"D/#M.A M]#C_`%OTM79GB;I2Q;`"(\'0>AQ[90[6FSFF]+5=TY$?FJTJ/9 M^9<)CV/5$.UJ^.=3?G@EJV[QFC\W6'?VBR(_\(&GCG4WTX)*=3R(!3K(\;(_1(B6+_P"QJCV/ M4XZ>*=3R(%3K-L4)<048RA1#L\6#D?E$'3Q3!Y$&?K1<-I_-H2)?0Y6#OV/3 MQ3J>1"&ZU3"!/FS/"^JS=!_P?IZ>*=3>AC=;!@4OS3I8OX9NX#Y9-/%.IY'B M;K:=OI/FI'F_ADU0^67T]/%.IO>(];CMU#LS"(>J)M/'.IO>8];MMP#LSK4/ M54#[O3Q3J;W\_?=]M_\`CYI_90^[T\.=3?R?W M]]VVX#V)UK_9`^[T\4F]]AUN6W0W*$R@(=L#"/RM/%.IO>I>MJV]G^8DRG_" MD4-\H!T\4ZF][EZV+`9OF7:IOPK=QS6;H?E M)Z>*=3>BB=:1AE7AT:4@;CRAP8.^7_\`2T\4ZGD1B?6=8E5X*=3R(]/K)L9K?0XJ6-Q['!DL'RP#MZ>*=3R(Y/K%*"KPZ.#ES<0X MA^-A#D_ECAIXI/(CTNL`IRW#HZ[+#Q['%),.SP[:P=O3Q3J>1,T=]5<7X='6 M90>/8X@@'9X=M?T]/%.J>3DF26]2(6#B2KR'`>V=N':_K_IZ>*=5\G),4=X# M%?AS*P\Y?ORJ`=GAVE1[>GBG4\G),TMUB2W#FUE8./WYPD':[1A[>GCG4W\D MP2W,F6XWJ>/F;TU2W!N5>'"`3#CVW7J=I/T]-G,WX5 MHF*>IMYFZ4 MP2RG(J?^[6H1)$X!^,FH<0^_*#]UJ;5B9E,$[M(G MX?C=J''TE![?X/TM(A8G-%DML@;^DM@_E3_T>I1(G%')6)\?LD;AZA#^G^#] M+28HM<$<68=B`#P1_$#_`$>E&=TO8M7OG[LCH6Y-0C&_>.XV&N-^Y@?1SMU\^:PY%#\Y0WSP MQN'`.`!TNF(NF-L.=L3,1.Z60'FAW+[,+=%X917N+J;OZPUMGJD\T.Y?9A;H MO#**]Q=-W]8-L]4GFAW+[,+=%X917N+IN_K!MGJD\T.Y?9A;HO#**]Q=-W]8 M-L]4GFAW+[,+=%X917N+IN_K!MGJEE50JL[I51A:N^M5CN[N(0716M5N=I/K M',&6>.'15I1VBB@FLJB1<$B"!"\$TRAZ&LS-9K18PA5^HIH/%1,3B`@(<@>C MQ^Z'00XM5!$1XD[/;-_0Z#Q%BH(B//)RC^"_H=5F8F9>!HM8PF^>)\O'[]Z/ M\KJU6(EX##+#Q^?)H+G_P".I!R\?H1_3_!>GI5)BJ'/2%C_`/'TPY/ZB8>W^#]/5J4E`J8Z44$1 M&3(''CV$!]'C^#]/2I2"NK^KE&M M>=I&V=X<@24Y$1;ZLP/?@&K^$1BEE$'K9`YWI1=IRX"D8B1TPZ(_/,4>8!M; ML*UI!MFM(BLM8JG7X=7`J`\;)EKEX_,X]E_1X]M@/;TW1U?Q*^._I_"#/U[W M5MJ\>-CR^/'[[CZ6]/\`^&CV]-T8^[^)/'?T_A!*=>1U:RXB)K#F7B/$!X8_ ME@[?_P`+]/5W?V_B4\=_3^$(?KLNK06^:GLU#Q_[@RP=G_Z7J[O[1_*>.['V M_P`PA3]J/L>.[I_F$,?K:>J[7^;<9M/Q[=0G"_]%#5W3U?PGCGI_"' M-UJ'59+_`#1L0ZIY8>)J[ETXCZ)JI+\ MOXH--UT_M'V39.GX?/G_`'5-*]FI96/Q[=/DC>EZ(:;KNHV#V/2$NK6[J-G+\/Z&]_JE3]C'^2S>K2E_N2Z5NZC;REZ!O3ZI<_ M_P".GZ*FGOZBGJ]B[J>JQ-\SBC(X_Z(-@^6L&GOZD^[V+NAZK8WS.)LC#_`*)L MP^6XT]_44]407*YOJW0X='B[*A>US8 M9D7Y4D'#3WZP4A&$W/\`5UAPZ/&N6R^B'-C6A?\`K4.UJ^_6"DENFZOPG MT+'N82]KFLV@?]Z_867AT=#S,7AR!P;,P_ZYT]_5!@CTMW M&QI/Z%2U,TMZFSP@`"=4S6`>A^-H0>QP]$94>UJ4OU@PYI@CO@VEI<.BK&:@[7XSK MX]CA]^D_P.K2_6%PTE,TM]VUE/AT=:S0'#DY6-:]+MR?I:4OU@PTE,$M_6V1 M/AS*UF7D$!Y6%8]#AP_]ZAVM3;?R*Q@FB76%;<$^',K.81X=N.JX]K_XN&FV M[D5C*B8)]8OMY)\S5\N#ZL=5_2_^-!VM(MNY+7DF*7628!3``)5,KCP^_1M9 M]W@[6ILNY%>2/2ZS#!!/F:CE0>';C:UZ'#_O#Z6FRXW0CT^L[P:0`X4W*(\. M3_!U;^,6GCNJL7Q"8)]:1A`G#A2GIXKDWQHCD^M8PH3L4')QO\`V6M>G_W@'MZ3VIU7R1HCB];#A7AP M\7N3_P#FU:#Y<_J>*[5-W*7N7K9<*\.`8[R>/#^L5D/^O]7QW->2-$5^^TX5 M\G.3_P"PU?XP:GBN9W0]OWVW"GDYRA_8JM\8-3PW'H`E5?1`0^$.GANY'DC1$?ONV$O)ME/^PU7XQ:>&[6#R6Z2_O[[KA3R:Y3_ M`+#5?C#IXIU@\D:2HK(W6B8AOE-F*I'PN>Z"\E>]_0VVEN*?'V6)[AE6,DIW MM>+S;A)'N])F9LMQ(/.;K'*'`1X@CMS$UP)[D3'%B[YV]'\O&_/POQ][8UK; M/3:SNYR_GG;T?R\[\_##'WMG3;=TVF[G+^>=S1?+UOR\,<>^V=-EW3:;N<0 MW)PQ;,37VQDU,3%/=.;_T>Q_JZ?K-\._K@_MIW?6[_E+-GQAFSK#1H&@:!H& M@:!H&@:!H&@:!H&@:!H&@YC_`.$Q5DULPYMKBRI]*);ID%US>''Z$PI9./VG M2ZW9%8NA*TNB>3CS1P:IR?C/E[?1\>3D_`AZ.M;>2^1-D,%J"`?C/_\`3'MC MZ6KM3R)PC@I4>'XS[(=CF>E]QIL/(FZ&"5/[4_F0]+EU=J;Y39#!)^3BT]+@ M)`]/TM-IO3=#!`\G%J';^9]3TN&KMA-\INA@GL<6WH_?1[?9X<--L)OE-T<% M%Y/QJ'VJ?VO:TVP;I39'!:?((MB^GZSU-7:FZ=4W0P:ER?C8`[')S`]/TATH M;N::HX10#AQ;!VN/,`/0]32ANYILEA1N`AQ:E_$^F'9Y-*)NYIHCAAL'#\:E M_$^KV.0>.K0W)HCAQJ'#\:E]'LD_D:42OW3-+$#4.'XU)V?OGW0:4-R9)8E: ME_XJ3[0@=K5H53-+%38/^+%`?P@>EZ6E"J8)8O;%X?C<@?RH!V_2TH8H]/&C M8.RW)\@.T'I:4*SP1Z>.&Q>'SDG:[`#I0KS1R>/6Q?Z03U.9]QI1*HTE!:E_ MI)0_E.7Y7#5H5YKBS.WRWUFK0%TGJTM%5RS@W/!/':\>1P_1=INUV+LL5W4, MN@PD4&"QVSA5`B#DB8F2,<.74BDS,<3@JB+VLY/E+!:JLTHZ'"A2I\#CSQ,'-X@(:5BD37"2DY)REM-RN,:VE_ M>,N2->2#Z+9O%I2`02>/8VR/*@^(U%:5(+E)M9&"S0RI.RUBH3Z/8QL0A8'I^ZXEVNW@7"T:@C-&9L9!T\-$G4F6H]T M`F*($7(<3`0>.D3;.4I2:9*%E,53D#.)5F6@'C*P+)Q"B<,JB!I$>_S%E(Q" M0M4Q,J1R]9R")RI&`%0Z0"F*!N35PS/IBFK_``]:HC,J0"`;G&(!F$TQS-<$?*X7N4![\>^ M]4DF`8]FH^NW85D"B%:FI162;QT=*&(=0B"[Q>('%A-.9CID M]E,.7!O,3=?6K#Y.;K=?5M4W%\Q+NUA7D(MK.+RJB(*U.[AR M*BT3A5K&L_?%-)!WIC6T"W.\6#<.3E^00-/L'/;AZ?JB7[C3$QU?SIFX=K[4_ M#A\C3$?P7*`=@"_BA'3ZH^1>(!Z!./I@(Z8ZJ^!?H!_4^/I%`/ECIAJCX&32 M#[T7CZ0%Y/N-,/HKX&62^_\`\[]P`\-,-"DO(9A(/Z9]OI@/(9M(/O?\V/W/ M#0H\33J(?>P^3R?+'2L%'@:P(!Q]>3[8?N=*E'@:QMP_IA?4`P!\L-*B'-:& MX?TXOXH/E\-*CP/:VP=E8!^U['R!U*GHN%AN>0ELMXUC2JEYSR[UI$`$4N;R MRK4PB;IP%'F@!?O8"3M\FI=/MN]%C./5TM[U6@>+G:6QYQ.'G1X':<[BUZ/A MWBM2/.X\WN+F?RO1%B[-<;%/1Q7B$S5$T796,I(NFP.42+'*53F\XH'$`'E'77N1&W) MSLF9G&5[NO0@R6"O[<6)R`GC=L'](+\@.7L^EI1*RCD\=M@_I!/Q`=KU-6A]4<2@ M-@'Z`7M_,:4*\T82B-@X?.0_$_=AI0^J,)26PA8E/L\SE^T^Y'3`>@1B8=DI?M>;_P";2H^PCT0[($#U M1`/E!I@/L&2(F.@_H M$;AZ/VP:8Z&.C9S1:W&.ZKA>3O5/GLBRU+DJE98=^6#QY5WT=4*U79V3:XRE M;`E?GCN^5F>M1X=)HL^9-G<3&$<\TP`8C/7/'W4F*2W'"JL)>P6Y>)N=IBL6 MN'N2;UCR@U.PL,E^*/)\'*SU#NG%"QS+B7,QA9EU(4!JR)TAX=)1%^U$0X\2 MJZSA6(W8$S..&*UEIH%ELVW+%V.PKP,;;CR*L"#ADM4,9OWTF_D\E72SM4F. M5#71*SQ$#WDM!#*L"MSMCNTA$2"804#432Z9W83_`)DDQ[8A-(2-NT7GS#60 MU:1**4VJ8[Q!C^_1RKZC/5IJ%KF,8*@9#AN]#NS*,):)F&[9VBF58Q`61.4P M@F;AS6$VS%<:KQB5ML84?)\7F8V.^)%:6&E`_G\D&;OI&L+/ M'SN7Y-@)JRUV^3-CFHK'ZL1CB01>2JL-.1M$GH6WFR!%R&,9BI M*.6J(]PMG+<\:44#)+ID*AIA[:4*9UA5U[;6.QY*I]_KJ[RJC'UT*S)H(X>P MS(N3QCG';6L3+&Y++Y*:I96C)MTR%DELX1-<6)XX++FL"`!]$)\D`U:I1X&LC! MK0@7^G%[?9#^1I4IS0QK6V`/HI?D_P`GAI5?JA36]L'].#\4/W>I5/5"FN;4 M/Z<7Y)?N=6I2$(>[M0X_/2_B@^[U*K3D@SWQJ''Y\7L_?_NA'2I3D@SY`:EX M_/R=C[]I4IR0*F16HGR]G2J8I>IDYL7 ML."_BN''M>CI5<4O5RFU+Q_'!?Q8>I\C2I1+5_4'M\FI4HEBN8&HHY50HJ$YHD9I.'I M^=TI5$@*!6W*)BF+VP$-29PGT-LQ2:<79OO5\':6\XD[F\ZG`[GCSD.CZ M#O+:E>//Z'N7F='Z/1]'P^\\.37*S]O1J[]?5__3['^KI^LWP[^N#^VG=];O M^4LV?&&;.L-&@:!H&@:!H&@:!H&@:!H&@:!H+#[H?K>,R?4_L/Y2/K5GSM2[ M*7.UU-WUW$E]2"Y?FW4-=>Y\7+M_+Z-A_6XX^NMTC,(R56IMHL\96"92=620 M@*_*S+*OH/"X]%FXFW,J@@RQQ>':P]+P1:U*PKJCT#Q"/6X)HQQCCT+]RF@;D]:LH4@^N,`#U MWV=7X<]MVDHU/"65#E1,GB[(1RN#I)H&)2K*8JZBZBZ*":1@C!!4ZRK54I`# MB)C)F`.4H\&^W4I/2^RX4RH(&$,7Y"$"$34.(4BRB!$U6JCY)0P][O6D49(G M6*(\`%(@G#UH".F^W7^3;=I+^^);*A0*(XNR&`'(HH0?>19``Z:35-\J<@C& M^N(FR6(L8>P"1P./K1`=-]NL%+M'T;#.54BK&/BW(I"H'537,:E6(I45&ZB" M*Z:PFC."9T57213@/`2F4*`\I@XIOMU@VW:2]?$OEH%>@#%.2!6_J(TBR@K^ M2^]_T,(OG?D_YQV/HWK/FN33?;U04NTE\$PYE M;91`B:K51\DH?^]OK2*,D3K%$>04B"LVSH_@X?RV`$$<59!`#D4 M4((TNR<#II-4WRJA>,<'.(FR6(L80Y`2.!Q]:(#IOMZS;.@?$&7$RK&/BK(! M"MSJIKF/2;&4J"B"B"*Z:PFCN"9T57213@;@)3*%`>4P<6^WJ-MVCZ\3N8^E MZ#Q49%Z;^I!2+'TOY+[W_0QC.?\`D_YQV/HWK/FN33=9U&V=)^SS+B/,1P1, MGBS(BA7!TDT#$I=@,5=1=1=%!-(0C>"AUE6JI2`7B)C)F`.(E'@W6:Q]S;=I M+X#$69#`<0Q9D00(1-0XA3;%P(FJU4?)*&X1O`I%&2)UBB/(*1!.'K0$=-UG M5!MGIE\&Q#F4.:(XKR(`'(HH01I]C#GII-4WJJA?[W`!B)LEB+&$.0$C@`)G15=)%.! MN`E,H4!Y3!QN^SJ@VSTOX.&\V"KT'BER+TW]1&EV(5?R7WO^8[W<_P#)_P`X M['T;UGS7)J;[>J#;/2\2X?S4H")D\49".5P=)-`Q*?8!*NHNHNB@FD(1P](= M95JJ4@%XB8R9@#E*/"[[>HVSI_#S\3V;1`XEQ1D,0(1-0_"GSX\Q-5JH^24, M/>[UI%&2)UBB/`!2()P]:`CJ;[>J"EVG\/,V'LW@!>.*,A\%"**$$:A/@!TT MFJ;Y10H]P!SB)LEB+&$.0$C`J#;.DO)3#FJ#;.DH<,,YX4*B9+$F M0E".#I)H&)4IPP+*+J+I()HF!AP4.LJU5*0"\1,9,P!RE'@WQU0FV>F4..&, M]F`PEQ%D(0(1-0XA5)S@1-5JJ^24.(,?6D49(G6*(\@I%$X>M`1TWV]2[?ZR ME[S$FHG1 M*`\!%4@D#UP"&F^W/=!MNT0WBJSHJ9(J6-;:H9P1)5`I(=\8RZ;A-=9!1$`1 M$5"+(M53D$.(&*F80X@4>#=;U0;9TE!'Q7G44NG#&]JZ'^K!%NP2_(??#Z)T M/,_P?\_[/T'U_P`SRZ;XZH-MVD_9X+8DS\0RQ38RMI#-R*JKE/%.RF13;IH+ M+G6`R("D1!)TD8XFX`4JA!'@!@XMUO5!MG":35"*8@W"<2AXL;9Q4443(`QC ML!.HDZ28JID^=`)CI/5B(F`.4JIP(/KA`--\=4%+M)09L.;B3"<"8OMAA(=- M(X!'.O6**NE6*29PZ/UIU'J)T2@/*94@D#UP"&INMZH-LZ2@QPQN.5,D5'%M ML4,X(DJW*2/<&,NFX376042*!!%4BZ354Q!#B!BIF$.(%'@W1U0;9TE+E,,; MD!2Z73=&L+MGIE"KX/W-%, ML4V*K44S=-51P4[)4AD4VZ2"RZBP&(`ID02=)&,)N`%*H41Y#!Q;HZH*3TR@ M%<%;H?6@&*+6`G.HDF`M%`$ZB3M)BJF0.`"8Z;U8B)@#E!4X$'UP@&FZ.J"G M]90!\";J#\\I,36DPD.FF?\`&QO6**NE6*29PX<2G4>HG1*`\IE2&('K@$-- MT=4%)TG[(`VW[=9_@_P"?]GZ#Z_YG MEU-T:PM.4_9!+[<-W93+%-B.S$,W354<%.F!#(I-TT%EU%@,8!2(BD[2,<1X M`4JA1'@!@XMT:P4Y3]DN6VT[P1YH>*&S`*AU$B`)"@)U$G:3%4A`$WKE$WJQ M$3`'*"I@(/KA`--T:PM.4_9+E-L.\<_/`F(;,82*)IG``3XD45=JL4DS!SO6 MF4>HG1*`\HJD$@>N`0TW1K!3U^R7&VM;S5Q2*EB"S'.X324;D(*1C+IN$EU4 M%$0!015(LDT5.02\0,5,PAQ`H\)NYQ]RD:3]DK5VJ[S3I"N&(["*']6Z9#HO MR)WQ^B"IS`_O?\_[/T'U_P`SRZ;N<+2-)^TH%QM(WK%,L4^'K(0S0P<6[G'W*1I/V2Y;9_O;$2AXG;&`J M'43(`JM_7J).DF*J9.".R#??(%.HQP?;'A"(HN3':BDN0C=PB[<(+F,D*VPOK`!YH^(*Z\%"**D$42@!TTFJ3Y4Y>(ASB)LEB+&$.0$ MC%./K1`=2LZQ]SV:3]DO7V!]8(!5C'P!="%;G537,=,I"H*(*((KD5$3AT9T M5729#@80$IE"@/`3!Q5YQ]X6MO/[2@E>KVZPPZHH!M[NW3?U+HPZ7\E][_H? M'G?D_P"<=CZ-ZSYKDTK.O\P5LY_:4M-U>76&+%2,EM^N2A7!TDVYB@F)5E%U M%TD$TA*805.LJU5*0`XB8R9@#E*/"8\ONM;.?VE`GZNGK#E`.)=OUO$"$34. M/`G`B:K55\DH;@80*11DB=8HCP`4B&.'K0$=2L_Y/_:[K.?V02G5O]8@/-$< M`6XI5"**$X@7@=-)JD]5.3UW`2)LEB+&$.0$CE./K1`=*W-MW.#+ED+"UL@ZK`7$%9J171XDCDWC62KK5TZXIK=SM4IY MXDBJL<@I(FXB?@!3:L5QK2E-4NNMF*16M8X+G:6ASR=U>='@=+I M.G1Z/NCO%:B<_NGH>Y^9TG+TG1\SAR\WAR:6?MZ,7?KZO__4['^KI^LWP[^N M#^VG=];O^4LV?&&8D3.PD\BHY@YB*F6Z*O0++Q,@TD44EN853H5%6:RQ"*\P MX#S1$!X"`^CK#2-=NVK!LN]?.6[)FU2.NY=NUDV[9NBF'.46776,1)%(A0XB M8P@`!H(C0-`T#0-`T#0-`T#0-`T#0-!8?=#];QF3ZG]A_*1]:L^=J792YVNI MN^NXDOJ07+\VZAKKW/BY=OY?1U.ZX.QH&@:!H&@:!H&@:!H&@:!H&@:!H&@: M!H&@:!H-,/6'=:?;]A>Z#`V.5,'/\N86NF++QDW,DI26TH^RC0:S4Y^/C']V M@(]-R$%)5VIQJJKN3;.DD152$#@\:D2.*C'A#41$QFVGX:S/BW<'C6JY?PQ= MH/(6.;I'A(UZT5]UW0R=)@,G*:+MFY3.BNFFJ0Q0 M,Y82N?H&@:!H*;E;E3X)UW#-VNMP[WHR+=QRL[%Q[KH5.=T:O<[MTBMT9^:/ M`W#@/`>&E)T*QJEOC+QQY0*3X5P7M_5I.B5C4\9>./*!2?"N"]OZ4G0K&IXR M\<>4"D^%<%[?TI.A6-3QEXX\H%)\*X+V_I2="L:GC+QQY0*3X5P7M_2DZ%8U M/&7CCR@4GPK@O;^E)T*QJ>,O''E`I/A7!>W]*3H5C4\9>./*!2?"N"]OZ4G0 MK&IXR\<>4"D^%<%[?TI.A6-3QEXX\H%)\*X+V_I2="L:GC+QQY0*3X5P7M_2 MDZ%8U/&7CCR@4GPK@O;^E)T*QJ>,O''E`I/A7!>W]*3H5C4\9>./*!2?"N"] MOZ4G0K&IXR\<>4"D^%<%[?TI.A6-3QEXX\H%)\*X+V_I2="L:IM$6VJV!=5M M`V:OS;E%+IUF\1,QTDNDASRI],JDR''AQ#CV=!!>^:M_""$_P`JL/;& MB5C4]\U;^$$)_E5A[8T*QJ>^:M_""$_RJP]L:%8U/?-6_A!"?Y58>V-"L:GO MFK?P@A/\JL/;&A6-3WS5OX00G^56'MC0K&I[YJW\((3_`"JP]L:%8U?:5A@% MU$T49R'666.1)))*39***J*&`B:::9%Q,C-WZ^K_U>Q_JZ?K-\._K@_MIW?6[_E+-GQAI\V][)-S6UK9[C2Y MUF'F:YG++&-]M6&LCUC;[BH<9VG"--H#"^VR8R)DJ`@LGNIW/%I!*53%8J*B9,,$;.8=W51&[G$KF9@I&1;YZT`00,CS!A3FWE:K)H&@:! MH&@:!H&@:!H&@L/NA^MXS)]3^P_E(^M6?.U+LI<[74W?7<27U(+E^;=0UU[G MQ7+#TM%X M\5L>/W#L0,P56I$("T]3%W!A0AIPHB!ED^`-7Y"\Q8"G!)='K;9%UD:N4W3; M=.C9%R$8[<+UJKS3%N9X5H=WMGW MK=<1M5G=MF4XG+%$@)V4AB.SH!#E0,Z+'.FP+F1!4P%$_$2@8>'9'5NF8BVDM=N(F;JQHYO M4,L9@6$.&42' MA\O6XKK+,Q;PMA7T;>\I'X<[(]_,')Q$]PL0_:3!Q#B)K7/&$?DOQX!JQ75F::0N+%V7()^;S[O43S=.S@A^"E7YOEK\=$PR5LQ7FQX.!'[7BIR:(J5J+X>`F>.Q],7"YOEG'CJT7\IX@+KL`X<#V.( MBLH/R>)OY&JB:)`N']-5,;T>*A^`?)'5PA$>F53T5#F'TSFX?(XZF?!:4S11 M`./(4QA'\,/W>KA!6J**7FAQ,81[8B(\`UC,;1NJ2,!MQUVX=@,)V,./;_[= MXWUS[OQCU;[?RGT6._A1-LM5,P5MJEZ?9;!5)8U]OC,TI6IF1@I$S1>.IQUF MHO8MRU,?[=[8B;XB8K%)_TXS8'-6>'1R& M5S3ELY1$.('R/<3!P[7`9D=6)NZI;FVSIC[-].R[$,%E;97=LPY.R)DY>X1= MLW1HFFV>=\BL;Q'U_">WW%-_J2.-\8M$9F%R([->,A&6L17QV2;.`24)(7(MY<1><08%^OM+89> M/&W.`GZ]%4>$;6:YV-)[%&A)27/WL8=$Z[F45,F.JS29 MCQ,8HG(!]3-*)$5K@R@)BG;_`%C%.'+!D6P6*$E[;6L.VJ27@LCNIJ\3R5@R M(]B,FM"XX59/>\D+&8^CW3QA)'42`TJ@DV*1?I3`FK=,S1*12)E3;T=LS,[4(HFU*Y6*!!4,4P$YW.$!`.&MW_*6;/C#'S!'6'7*6J&J3-V4K2X- M9QA"VI!=LM%-U#K&02YNDQ]EWC8]RMD*B2=RK.*9NM9& MJ^$\TPN!LLW.M0T)N%@IAS`8TNE@:N7[*:>5:6DHLXJ1*3Y<`;BJ;>:JKEUG MN%,=R>1T+UC;.-9KM!1W"DBKPZ@<=R5:R;-[8[)&U?*5:H36`R?+V]K)M7\N MV49N+'%5^*,R?4_L/Y2/K5GSM2[*7.UU-WUW$E]2"Y?FW4-=>Y\7+M M_+Z.IE41*F80'@(!R#]J&N#LLK1\RTO*S&Q2V-+4C:H:LVR=H\E.1C)^$$K9 MJNX*QL3&#FW;!O%6=O"R?/9.7<8L[9I/VZ[4RH.&ZZ2=PP9FL4KFL+B;>KA/ M/\O)0&'LJHV:;C80EG/$N:Y9JM(/ZL>7=5\;37VMRKD`M9ZPE/,SLE9&-!VR M2=?D:-$S*KF9PT'$2(S>M.HXJR-99P:XYD&,RL^QM<:HR92,3*.(26B1?W*D0#%>8B)A MHJV=LTE#N6JR1BJID$H\+$6SP+MT9RJB5SKEEOS^AN3TG`!X<&40/HC]^CQU MK9;HQNNKFMK,[D,VMN=T%^D$^`CPX1\&/\]%CJ[+=#==ABQ\R;O@S/CBJV2Z MV3+LG"5FJQ#V=G9/O%$ONX(N.;*.GKGN-A7GK]T*2*8B":*2BIQY"E$1`-:F MRR(F9C`BZ^9B(G%8^Q]8%N19,[,]1S-86;:J+O&\RNXJD.V(V,QC6TLY4;=U MU4G?1JFP=D,"S7IT3'YR93"H0Y2MEF.&4&Z_#%BK<^M9W.UZ$@+.IN+L3>"M M9X\*XY;TR#>KR@RD2O.L2(1K6DN90AUHAFJN)5$2"0I!Y_-$.&LS;VXBM,%B M;YF8KC"60'6G;N+254]?W(3,JFBUBWIUFU\V&C9 M"7DMP5@;1T4Q=R3]Q[VJ:MT#)B@HZ=+=$A5%5U>B02,;FD*8YN'``$>34FVR M,:$773-(G%C1D;*]YS9:G61LBV5S;;3-LXTCJ==M&+)=VT8,$&4:4S:.9L&J M8(,44R!P2*80#UW$>(ZU$1$4C)F9F9QS7#VP[M,B;9@J11G(D8OB.&CE,4W;DD2X4&372]\E3?'``$%TP*D$G#.#CQ:R"!1;KE'F MFZ-`$#APX>CKUS$,Y-=>X&SY:)NTVVXGK^%YBEX&+E:/D)JZ0@XC<>. M*!J=*L%ILX2BC/(#6Z4RG5J?2B4UHQS%@K8VQG8&,()H1TARNF[=9$12VO)8 MRSQ6\W+SU8R1GC*T'AMS<4\R4/$^WNN[6L?4)W;[38GN M7'<[C^L4T]<)/*6=NXCTXU-8O2I+F;@&+\;KJ9Q2CR=O"VV;OC,S7T_RN2]% M8W:95R*\W#2V/J'@IVXHFV_/V4JQAY;",LUM=-O.,] M76AUZ1>3#%O&1X1+N6C>;TC=1)=PW3.Z<,O]M;;(VUF<9C\*5A-UMHM6?MM5 MDKE/Q/6,=[CLCR$A7J@XP^$_E1+;_(6"+AL1VF8@GELK;:/BO3D[+3#< M7R]<"6BR'CE4&[E1:Q=,S;AA/+AP;[5L6W7XSA^>+H6K;ZB0:2ZT;!5Z'U%W MNM^7Y6,8I.3,?8?UB^/]XK6Q8YM->D<&;M<4@2.S?MLNQA:V:MR2`%1=%)5$7!$R+M57'EQB9B8Q8F*>C8WHAH.#+^$],Q=[S, M9\`X\S&?R^\O9'L!V-:IA:U9-)N^CG4BX/E+Q)Q'MN#C2I`NLC%QKR:EGBZ[E5NS8QL/#1SAX\=.%$FS1H@ MHLLRW<*Z8VV41QLZ5B:'-N:Y:)5.=J@Q$?-LX-E97$:WE. M_P!W#+N"0,B@Z#N-1P4Z2I1*(\=6*:LS*NF^T#/\;%XZEGN*;.BEE>6@87'D M>*#52QVF1M+91Y6$6-32='M":-E9)&6CUEF:2#U'YXB7K[J5BGL;!S#LC=^9%906*G M.[H!,"'$NHF&)JNU4=G^X&PQYI2"Q/:)9HG%UN9)W$W:KN74?;JFC>:RI'," M.>[Y1>:J"Y)!NBV356.W'CS.("`2L:E)T2R%QE:G=<;V]M7Y!:LKV=O2T9LB M'][U+4Y8#)H015S"`#(J1X=,!/0)R\FM(O\`SVUS-]$>*L+5C:=BG;>$LUB5 M(?N!TD$52BM%+FH5RQ>.6ZKRHI/DE)1J4XNX],_/733*`B#='"4FNCXB,/WY M[9ZS2VM5DUK7;XZ'EZW!NV!9RU M;KJO4V4+-IBV-#1%AL3&HPDHSDV+IS&R118IK-EED^Z3"0 M1`2FYJ)B<:E*<,456\%Y8M3AVTA:/,.'4?.OZN\:K@UC7*%CBS,"2$$=&3[(G#-1QU!-V>0.U_Y=G6XBAFVD=4 M8;G;C;QZ6$[%^CK'&N/>QB/5T[>?T6!_A3Z`N!X>I&5+[O7& M/C/K#M;-+X])_P!.-JKPOT+UG'AP[(=DWH-P-SI.)\@R6,A/ST%B:8'F10,IN$8MLD[+P5XD1*4?6APM*<69GD^S9KJ M;V6J]SDQ1H677EVIH"1[D3.U&)FW:BY!0,'0N%!,' M-,.M;9RJE>2Z\=NZ<-)&7EV]:O2#G2]J*R+>O$D"0;9P*B)BBVB M"RKKN<@`!$A<*-&@\/"J)XC] MKJ712R[T(SAT@[U?]DO]VS@?]-6O/9^WH[W?KZO_U^QOJ\$2.-F.(T%!5*1= M+(J)S(+K-EBD4RA>2&%%RV42<-U0`WK3IF*<@\I1`0`=;O\`E+-GQAZH]7GM M5;QYFR%6R:E,^^%E9DLBDW*[FBYI:/XZJ/J,Q8Q^=PS!XYXVKM:A)N8XD*WG MDX8K1=0GH2AHBZY$@LMS3Z-O^1X*WH9/K,55 M(6`OM:R!!6Z-OE)M43&TF-31>PLE'KE%`Y^=SUW!E15#%VEX5)<,?Y!2:Y-0 MO&-Z]6ZE$6QMN`S^VG[/6*A/2=GK=?R])H9.3=9YAXFP3C]VFWO!K"D*T@[, M8#=U..D%92V0V6[:)1HNQ?8UZ=JYH&8\7+)>_&_I<^BY^R3"Y=RW!\]&U)J% M]]F0Z\SD.Z0$'C#H>@9*MVQSHF%94UF#8W@W*='N-9;UTE>G[)#;CF,9:%)F M^RB<%*;JTS^.F74A6-[KW?4EKB&@:!H&@:!H&@:!H+#[H?K>,R?4_L/Y2/K5GSM2[*7.UU- MWUW$E]2"Y?FW4-=>Y\7+M_+Z.H2Q1RLO`3<2@^<1:TI%/XY&3:?DJ.5>M56R M;YMZXOXX:'5!0G*'KBARZX.S59U=&SO+^SFH6:C9`L%8&GMZ3ABF4VFTS*.4 MLGUTUEQU"VB/R3FH"Y0KU=5QK-9R?3$>X>U*'*]AH48DG0/7)ECF+8BB7S$T MF&#R/5U;LGN)Z=2[?,[:4'>&\.V#!5%K+!U*WVOY+IV5<[XIR1FB5R'.Y.P/ M,UZJR9'I5Q9Q,H[/(*"NR_1\B[9L/3ZC9 MQ3XR-L=JW3DKD;:)G%DU0,3;C[YFW911X2_3='Q]6)RPTJ=LG>64A6K`KA*O M,4@.U;1IF8+6(G"";H]T\>'^V6^S/;E=MM-4RC4+''8[@JS/Y&6ME"@*5,>_ M.2.4%":MBC%\Q/V8 MWW':!D%WC9.KO&&(\DIL]Y>X#<5*XHR!*S+?$V3Z'EBX9FFZO4[V^\7EK>H2 M]2\9,;,]`,-*1G?J'*F(+$!%VE:81Z_\FZ*\6'> MV[%^&J%E-5"2D)ZIR%8\8`7B%CI:;B9&7KU*M,/:6L"=RT.J[>Q"1NZ6P`FD MW&Q;-,\:)OBL8856.N&Q>SJ4>BU@N'=NME;-,GRU_NU;MUWCD&\%&),:\VC* M/AVUTS9_6&-$J5NDZTTD;&TC:Q$`X4(ND4ZIWSEWILPB*1G_`)P7R8S.Z*9J2J&%JJ>8)'.,=/ZTO8)&&DGK!VHE#8\G MJFZ&N/BL!7Z=62E4S$%4C?BV`XB)3\""FV:6Q7*4BZ(F^:9_\K:KX(;,I^.E MJRU@HKO'.X]/`R)SN5)^+K%9:+M+%&H22[!ZXZ:837'G$,J=)Z/*X-K.S'#D MN_"D\UO%]NMM4@G+$K6BE?HQ-;8H"E+OBQMHLT":P'4R5>6,E1)N-F9N0[ZD M(O'N6CX%2F.(/DSI(&+-DTX?YQ:\D<_\X/1EB&WV"B"S7FI(E.!CBVS.[_.";HB+<=/ MS^4XL.`9Y:.G:_7&U%:569FH.5"O+(H-&K9PQHQX%Y*L^Z*;8FD5*GL14W1U M&K=-V\2`>+M`YC`:S9.-*4([D5B9K7_M\C@BW=[+>U#WFC)VLF.)&2FBNU`? M33JJP]1C[-49H7M)E$G%;L;Z#=O#.EB.RJJNA!Q'*%,J!VR:3E4\D5C.D5_S M-L;V$T+.M*M%4=X2F9&EV*LOG+F0L3)XE+5R";2\D9VYK9$D:U5XN?AG8J`1 M&&"+104+P(")$4^>2Q;&VDLS,S=6&W2A$F;=UPNZ*0M\'WDL@[.-MCQY&B!5 M"H/2RTJ4ZY$%!5.T*Y)\\!NJ)E6_/Z,XF,43#.SA??2>#T1C;&&+89*,44)# M\<-RI1Q3%%Z``'`->K&DIQ:I*]OQJ.65*RE%X8D MF$ID!?";_&K='(5;\PDQA"6"S+P'=#ZASD9#).;$>'?,S*NHYFN5N ML.[ M^BBJV321U>BJ,8:2\B M)Q"3CZW<9F0@,1EJ4(A6(QY<6E["%Z*%3K[-\DY7`6K853I\!EM]LVUK1Z>U MV[K;[HEGA6[32QZ(CK7U)P]5[8G(D7#TEY,7.>CXF*KP2KF5G9M\TBXR.BXH'*K MR3DY!T9LR9,6K5N91994Y4TR%$QA``XZS/\`$+$US<_&1;-8NM#W@86R!LPJ M4AC"J[:KFHEY]$(SF*YE++*K-VN20Q9B9)!>-"PX](DN\(\84AHM2PHLFTX=BV-+(1RBBK%%^*11< MIM5%?GAD2J\>'$3<.QSC?-#QG/#)A-=!PR?PD]@+W>3C\0+QZ/&J(>ISBQ7W M6ND?&"W.YH%BH/CS>!0'\$/*'\KR:M%F6>6QBFW60W#TT]"L3BHSK",N*ZL^ MA7\]?"#H2]SJW@S5O# ML&`R3V'LV8AH^,JSBNO7+,"V1*TP?5S:]D1`B+C$%$JD\XI*T]N">R^#'%BR M)7I)\U3B7[U:+B'B3('"Q$>`R,XQ9FJ=%PC.^EL*<-H!V1JE6^-43E.^O$(KA^,N=Q4" M\:U3A2BLLBL,F7/*^/\`(4!16%/C*1N)R=<)*N0UFPHTC;I0YXV/50039%4(@F@D"1>!"@& MM3-NW;&A$36LKUT^O9!QD]L";"F5K(%=O&1R4_BZW88*95C).*=M.AX/T3'4]8*I%IA,9TP,8X8)W.5F<6;.;4QJ\R] MN;"/W/5ZO596T8>:UEZUS_8KJ+2:LT\?*JC@6L#6K890\'##^"G^WU(+Y7DL@R3`,?0T)B:QU.2KMB?UZTXJ"]OYF;P4^P^E4?4WOX]%BV1<,4%&BJ@#P55$X,(C/W?77T2LURP0\/3K#4J>SQU#5V3G( M>O4FK0C"R2=HQ%%.YF<+N2J&9[*8(1#)\H6(A6$)"JMV8&S>LQXPO&7+G%)UF(K;FNV=/(\7C-LWAY28D;)'RM>!NXQV!%7"#!\8B;OG ME3.9/F&4FM829BC818-Y^/K(A)P\.3+L#%S&-,CXS[^MA9EL\)!6"_X]O5'8 MHJ/+]+/[`A6FM8DHAPJ\E"K+)2BSHO*X5:ED63_)-T*8O.Z>,LM*I-=@:P@= MG#,Z2A(X^N<`E/4*+=TJB+TQ-]6%S6HYDDY)5VN\,DE%QQ^D6+TZKI1+IE-1 M92M92;LHAB4H?NIRNN"*#?NA=5?H&J?1-FX*J&4Z)NEQ-T2"7.YI"\1X%``U MO*.;,Z/I4P%*!`Y.3E]3^3J1JBXN"E..<\-E#RHT+CX418AI?\;IY-1G$.DS M>K_LE_NV<#_IJUYK/V]':[]?5__0['^KI^LWP[^N#^VG=];O^4LV?&&;.L-& M@:!H&@:!H&@:!H&@:!H&@:!H+#[H?K>,R?4_L/Y2/K5GSM2[*7.UU-WUW$E] M2"Y?FW4-=>Y\7+M_+Z.G.XV!U6X?O@TKD[:%3ND6O>VO-DW;\I52JG%T9)15 M(H-TNB`##QX@)@UQB*\7999UDNPN!-SWJX=4)2=%)/JQD)UQYF-+N7CQ^:AENU MP]`1U:QU0FV5%2&,6\O.X_-0SKU?0(.KNMU393P3EE]SNCHEF M)Q$1]?#/_P#T4!U=UNILN6UEMJF:)#G]%3YHG.['20\KVN'WEF;5WVZILN6F MF]B>>Y,J@(UQXGS^/#I(>=Y./'L\V--IOMU-ERR4UU8NY&35,=*+23`QN(=) M$6;CZ'WV&,'H:;[=5V2D'[U?N7_M!K_DBT^XNINMU39Z)D2L$0VBW;HA M$'CWDFO!)\W;.2\6[DO9(`#Z'$-6)B<89F*325TMN&UJZ9\GF`-V,B MRJJKP&QG[9OSY":7(;@I'5Y%0ADUE"\!!9TC%,Q"Q$RZF=M& MTZE8(KT24D1'EFF20'9LV_%PQ@5%"@*JJ:RHG4DYU8?H[Y43G$P<$Q`.)S\+ MKZX1D[1;$-/VZBV;A]I'6T/+>>L5Y@V^X:QS`6+'LA5VC%O8*FZF' MTNT=K2S\%4G*()&**1DR*<.:<`$ARF%V[IMF:6U=8F(MBLKN M(=6[NM@7%F@)>#[\L+%C@SZ)&6CW+#OE'@LX51%ZR[HZ5$5"F("A0YQ3!R#V M\M]*>/\`E*V=4,0X7+,W6*UA*ITWJQ-R%"A\)W*HW=J%(4Q%6WMYF*?CJTXU M8N+R]BT&CB5>KQ5K6=F>D,D^3D$4ETUB&)P'.^8BV([5*<_^C=;C[UKZ-*9` MI5:""3V?;^W[Z#K^W.N8VL;F0VTFE,9L=K5\GLB8L[QLRT5.N3:BMBGCJS9Y M=@_4EE2%5,=)4"G+FMU*;)X:0Z[$U@8[9GON6O6/4L-1>,PMZH6RZ0VR9NQ%,2M)OM^A)_+-BJ4G)7%ZC M/N+)>[-.'KR+=(\O:K18GS]THV;HMP>.#%3022$H)ZCO;*1/;_G_`*:SK,35 MG7G+*](PQ6[!D?)%UB*74("*6D)R#-UV`MR,C?8G#.18>Z2&-YU6"LS9D*J M*A1(84T9N)*Y(D,W5G[@BB3:3:]*S<*)'`B@AP$9,3%*P5B61&HKB:_A$4=W M=O&IH\.<">.6(#VO7$C^S\C76V/;#-<9:E-MN.X*YYUPI3[1'=\ZU;,M8XK5 MBC>Z7C+OA!3MPAHN78]V1[AI(-.ZX]THGTJ"J2R?.YQ#E,`,)*MC]CV/8 M9AF-ILPY)N5>1JS:'R;;:^G1(^0@:QB&R;HGVW06E:LB][=V"SV^NF.WE`1> M1[1!RV(HB9STO-4,B997GN]BN2+E: MXS&+B/-*W6NL9&)FL?5E"S.%@=`)*)*F!,RE(51B+9CCO+<#0I!&SR]4C@IHS%F>%KD6A:3@^S?:<>O[+: M"VG*+*HL:U0XR+(L\69F9KE;"F46JZ@*N-7=,5(B)HKS$NQJARRN,;#;+797 M$+.7"J1MHJK>,A6T@YJ^2*ID&U8SL,'+,;(]%-"?:4ULHNU=(MGA6L@"A`*8 MI"J)NG&D)%L<94/5]J%?L=--965NMC)[*P61+U7&DI26B40VIN/;F%27C;G. M-[*N:!R!+`45DXY%LY;IBJU*9P(.B')K=2:4*5R2B9IN'J??+SAXKNEC M76[MVF8SDBO1(LD!57TI7V$A0HS+6':$ MR)$3[V8AIN&G9B=K(V9]96<`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`8X)J@`>N+Q$`-Q#B.NE:LT;5>IS5!7<9D#A]YPK/?;WG'?VOH:Y=W MXQZNEGR^BF?X2PU[KQ'MG1XV*Q]TS.CW99HEDM9XT'.Q-UE>MTBQ@V)T)+'C^\/3(K)%(B(3,:J<$4C ME%,C=,_YS2D?YZ);YG%%:)U:.">NL=(62RUS'=>GYPL*PJF1[=?<2RUTIUEH M*JD>F<]#9W5O'1,@8SAT?N:8;+BNW4'H#:W3BFW)3N2-N>.*`QA56V;*NH6T MOILUSN*GUXEU,JWUA`6%;;4C7Y=&/;H-+"?+V&IW(5Z0@Y!U$*, MI-:JV:+38(@@*G0%.)'`&5X#K,W_`.R+?],8L\8XC,9RE,)&-[9#A<:,SN#F MHWQ!NAY7L5E@`B9X&K&,14%^WKY))H<6K50S%\B)D@XE.?=LUBB3%%)8$ M6YV>\,$X]G*5$X^F/OFC1^VTO^,^B1G#I>WJ_P"R7^[9P/\`IJUYK/V]'>[] M?5__T>Q_JZ?K-\._K@_MIW?6[_E+-GQAFSK#37)UK&2K3BW9O.SU(M-LI5LD M\U[5:Q$V6ESDC7)MBWG=SV(V]C9C,Q#^/DFT9/5(LA'/$TCF*Z;.SMU2&154 M#4EJW-L;U630-`T#0-`T#0-`T#0-`T#06'W0_6\9D^I_8?RD?6K/G:EV4N=K MJ;OKN)+ZD%R_-NH:Z]SXN7;^7T=3NN#L:!H&@:!H&@:!H&@:!H&@:#1]NDV% MW#.>\Z6R)--$7%%M#.NM*_%-7I@=2X5*IU5A-2=A!0+SNNF[T=(BB]FLJ\ED$'!0(X127(!@,!% MDR*E`P`(`8"G`P`8`,(N,_P`7,?\`FC?V/0I&AWKC/\7,?^:-_8]"D:'>N,_QS76]2H%>?$DL3;6 MU#+2%(QI'K%%9A8,HE7*U)?,I.F:O-.Q5;HI("'XY303.+)ON+8MQNST9F[] M;/NZ>:+0:QC>!2A*XR3:-TR$.]>JG M31,6A%,B]++.,LW3PAI2P/G#)6W;*-8RMBB:7A[=7W M9.C2#IUHZ>CEU$P?UJ?CT54>^T%,ID!-=N)@$1YITS$5(FH3I,1,4EF)H[A= MF&\>A[QL8(6^`:.*M=H8C5ED/'#6Q`O.Z/'D4'XI)H/+\C72SXPQ,XR MUN[?L!7/)CZR3=0LM5I)<71L),43,WWOJL#% M-)0IB"D=0#\\H%$P:F:)FNC9<9[A*FXR'#W*,R=W+3IM]B[(SY5:Q3%7:2<) M:^_"M4F+`U5>5YZU)<#%D&Z(KJ(+.U".TN<W M`[VX14QQE=?'F.2DY)3+!@LPB"@< MM>D;&X8.3H':B0ZY%.<80$XZ3,5I1,9QJK;#EPW08FM`/ZW4+Y-66SPSM]%H M6*N7R3DUV+:?-8W\_!"R31EVK&OJ%.SK,+*H39S'(FW%#N50 MHF`$P((A?;%&\FFJA)&E+9,A%S MXR57ER.579Y&Q2/0=U0LD1X@=45G)TE`5(8W'G`(Z5B<(R*3FN!%4G<#=+C" ME0B,FR-RR=%CKM7[% M;)%)S3&#]5F\=0MD(HDZ7J+262414.F8K1-R0Y#<#@(:1$3Z%9KGBFC&'W$M MFD\JK,Y)J[K$<-'VQ""F)>XP$Y&MKM;X>AHK5&'6Z)TD]F9JVE*J*)4>G2,L M(F.;UAK6SEB4E;M%EF.P+J,&$?DR==336P1ZK-HTM,FM+,VDXWFK4R5;HD64 M?MFMD42=R"0@5G9!FW*5\Z:G.NJFF`*F M,4`X,.)CPS6EN#>R0$W(QMPC)R&L::H.)6/LC)_'31%WQ"O2KR#6421?@N\3 M7*J!E"\Y0IP-R@8!TK'#(RSS;3NI<<]T;B\DCQX\W"\SZO+>,??=:Y=WXQZM M]OY?1-_X1>U[LQMMI1XUZ'J= MC75S9(0"+XKI*0%V[[O`Y%BONZ%A=@L3AS%@Z192EX81[>B0=WL:!"8]FHZ#M,S"/25Q MO'R,!'V9X9D=Y'JKI)O6RA513$4A5NZ-2DOKS?\9PR\AW:R!U&E9'(J+D!,)0DW1E$XE)G&BA MJID.V42P0MFK4NNTDJXY[JB!7X/6;9?H72(*`P=@JS/S"/5>:`D$"B<1#E'5 MI%)JD3BMO)R#ATJHYP&KE!G*M M-OCD#;A<)I@/9RE2/MK$P'C]MK-WQN6.#IXWJ_[)?[MG`_Z:M>>S]O1VN_7U M?__2['^KI^LWP[^N#^VG=];O^4LV?&&;.L-.>;KR]V4+CZ!I^V/(E4<4V`R+ M:]MF6L:YNE)QN6EV::QMN@H1\MX\D6IX]$:W*T&EK1U@,\6=JMW4>Z5XE1,W M#IY+=L<6X?:5N">;IL%5//)\:V'%M?R(XG9?'\':WJ#JP3N-2S3YM0;_`"#1 M!HT[QAD&LH-YA!@?I3MFSM,.F5`04-69BDT9):(:!H&@:!H&@:!H&@:!H&@L M/NA^MXS)]3^P_E(^M6?.U+LI<[74W?7<27U(+E^;=0UU[GQ[EA,L=TLQ#&.6U`:"910Y"-RG: M)B!2@`!S`X:Z=N9K3A1F[)R\X?\`U6L7?5%I/Z)8S75AW]8@Q]3(FJ46TQM? M9,K`]ID`X=RC<5R.7*LE",E7QE^"W1J@Y54$Y@,42\_@(``@`APNF:S%<*ND M1%(&RZE5V"7 MOFR-3:W6(.<<-(24;5=W!Y,I-\4E5H2P0\S&2BJK2J*-D.*GX:X3F1BUC*%2);BWH&D++IY;O)K[8KM9H%>NOW\ MKDEA*O'7I2A7144XL*1(3KY1-5J+.QCJS*(JX] M4=WB?LD;&*3);GHR(4L2%9@;>UC)Q[N2D@[Z6]!S)%?9]Q32*$U4 M=.6$/'-W):9-U==ZW'HBG,W732`Q%$S+';)FE9T_@K148;PW@UV6>8FI.+Y/WSEN6/K2\>,U`IPN2BP,%NW"$DHR04K$F]3C+YA^U(-U;)T?L5DM8RSW= MB:A2"FB*)2*)J]G4FVIN6RPYFZ*Q!D&\6F)0OJ,;9ZG8JK$OX>UQT7?H,LU* M1$@A,%LAH%PP6E4"1@E4.5F0JAE1$`+V-:FRL15(FDS1$GW%M6E)EL?(5A[- M0CZ_)SA9BTSR;BTO,>R4M$6FXXUEI.+BHY%=E:KC6HZ1.Z32(=%5-8")\'"G M%3&O%:TBDKE6[>?79=DY81..'D>U)76T%'">2JL<"!(W.5-S1$I&956E5^-( MP:&KB\:8H(F<*@J#I18ZQU0&19K./_1-T3P2!`6"S5ZVEI=BC7]8R+F6S1\8VMK,T`K5LNS-OLBT,X9A`)+A-04G:" MH)NB*%;*LD!**!3J`)&VG'A^%W931*QWN1T>VBG#2D6`LXX?XQD;.9>ZI+P, MO$.` M!8BE?5,VS'J/'?=6XG*8\>/,PS*!V>/S5WH0_<:QW/C]6[,UW?X0,U!Y2=M: M0AQX6+)9^QQXQSM9[?[-7YPYVJW$`4$_6AZ'_G[&NL,2O7#1X`! M?6@'('H=KM\=:9YLK-O&8I;`UV5N<5"QUAZ>"DX=:%EC<(Y9T8S:7K,JN4R# MDBJE5ND1&2Z1!)\\58E(!DQ,"A)=;NC$B:2N[BC<6WHC&`B['3Y&ZQDG5@D*O.@^@B+7 MH+OW6[9/0[UICIT?OD\C!A'5V$AHB,FTSL3*J)N3)(HHJ(F45(*Z)3 MV+9F*PDW1$TEDHV8V_=*T_]J[, M>NG;^4^C-V3E:P_^JUB[ZHM)_1+&:ZL/T*\8?J:8\_.-4OS`C]>>[Y3ZND90 MY>NN69=U;N$!X<>90JV'J@4/N=2NA$(TI`#AR?:!JT*Z+DXHG("J9%IM@MT''62J,)UF%H@I6 M/;2;61K;LPL9U$K5VW=(@]+%.53M503,HW=%353X'(40S=-8F(S(PEFM9J1B M2NJ6C"S5)I:B8VA,7LYR\TB/I[NR724NV9JZ\N"4`_E891X\E6=9L4?&QIT7 MK(K=2,714%9NZ6X\XK-)U_X:F(C!4D)A[#]4R'"U&?@V:\>)#%R]AC% MY!S!7'$%QDH&&G'LC1J[;JW*L;2V34?12IP:JJ.$D%"+"D@[4M9I7E_M8B*Y M8-:MO9GAK-8(M6$?UH[&8D6Y:[*N1>2<&F1VJ"45(/>Y6/=;Q@EP245Z!'I3 ME$W1DX\T.D8TT9G"M%'+.`#B)AXCZ``/('JZN3*4N'79$P^I]UV=14A=/P`! M]=Z`^CZ'I^AJ*I9[)\`-Z[APX\O'A^)#43&5'2$L``;@;AZ8]G[7184')37` M#>OX!P'T?_+AR_:ZC3=?U";[NW<-F`>/'H\./0_%7:C?T.N?<^/U:M^7T94= M?$W[IK&VU/AQX3.3S?(1QX'W.IVOV+_U:`X.,YI4_6AZ''DY?4UVA&1;Z5C6DG)CS>$='N7B"+Q\//]9P:-SF4'CR>MY=5&=-N;U*)GM[ MU+5I%/B7%7[I9T9^JESYNO,J?N"Q52X>N5A47"4?P-3579GCM)L9_()E,H=; MH^F!216=F.'_`$UENP7FSO%XI<8;PVR<2U&>C-/R+DZ$"G:%Q%=TK-*0H.O,I:+VXQ4Q(P M5/NT._R;7AIC%6)QW7):N52JVU1>>MEGF5TR3JN`.R/9Y-)95 M7M;D`6W48$1X_-92J7)QX_,RJ!O_`$=2[*?1K31UJ;U?]DO]VS@?]-6N%G[> MCK=^OJ__U.Q_JZ?K-\._K@_MIW?6[_E+-GQAFSK#3%O.VU&LY]L4/9)S*F>Z M&XAH4(1&.Q/E&0HL,\1!\[?]VR4B(0O#UNM1=3A"3%> M,K'?O;>/_LC=Y_\`O$3?N3J[YTA-O]I/WMO'_P!D;O/_`-XB;]R=-\Z0;?[2 M?O;>/_LC=Y_^\1-^Y.F^=(-O]I/WMO'_`-D;O/\`]XB;]R=-\Z0;?[2?O;>/ M_LC=Y_\`O$3?N3IOG2#;_:3][;Q_]D;O/_WB)OW)TWSI!M_M)^]MX_\`LC=Y M_P#O$3?N3IOG2#;_`&E9EUM>VO,L]Q6V-SO%W;HYPFL:R.7(VAJ;C9LDHYH< M9.MZXXETQ-#@@94\DL?HVX&%PH@V76*04D5#E;YT@V85K-%YOWMO'_V1N\__ M`'B)OW)TWSI!M_M)^]MX_P#LC=Y_^\1-^Y.F^=(-O]I/WMO'_P!D;O/_`-XB M;]R=-\Z0;?[2?O;>/_LC=Y_^\1-^Y.F^=(-O]I8,;J.K4RQ?+C3L18>G\U66 M@R#!G:+CF'/.X%U;Z37'J4C*,CUN,QP1BA-O[*W9MD7*;L"JH'(\!(.B$JBQ M-6WQG.;-UDS2(F:-J6T/:S%[2L6M\<1N0+SD(YU4WCU_;)9TI$,712J`HTIE M6%RYC:="'45,=K>9,@4RW]\;Q@]]DJXB[KHK`M-4Q1>RR M73R]*7;(NB-7&+YMF='3#CK)%'RU3H6 M_8ZLD=:ZE/MBN8V7C5#BF<.0%6SINL1)Y'2+13BFX:N$TG#=4!(H0I@$-<9B M8PEVB:XPT[]?G]9YC;]TK3_VKLQZWV_E/HS=DY6L/_JM8N^J+2?T2QFNK#]" MO&'ZFF//SC5+\P(_7GN^4^KI&4.:+K=FO=&[-0>`CS*+5O4Y6INS\C7?M_%R MO^36JT8`4`Y.`=OAP^1Z6NE/LRN;CF@2N1+A!4R$%!%[-.5"'>.^D[CC8]DU M<24O,/N@26<=PPT2S7=+]&0ZG1(FYA#&X`*9I%>!^5U4\0UM3$$WE6.R&BX4 M@YFO5Q6M/*K*QR[V?L*C]PG%1DNJY58/7$?!13A^Y%,#$13*0AC`99+G*TF( MF"F%:I17,7OY['MZR*C-5YLPHO>@KJ$7D`/9I09:;A847+*(0(HHWBF*LXB* MCIP9)-0YNC1Z4Q5NB3.,1/$IA64WMV(+/1J+0+Q/F9M4\A/[0TCH+I!&;BVU MC72,:[HK,:$UI$KG6[;6]K4,X>P MUV@+-.0C3%3RWUP6KRON*\TS%7XB=J#\LO-"C`OXPJDVW:/5NZ4>Y%UDQ.7H MS&.3&^LY8$VTXJ!=8,RVA)-H@M,>.'KZ?I]88A'OX:4;OYB_HR"U-28/HZ1= M,7C.PEBG0-W:2AV@J-U""J4Y#%"Q-N7#'I88;=&(1*E@CT96,; M]^8.0>'CW+-A),W;MC%R3UY&)/XZ4;N&XNB(]T(+%43YY!XZUNBBUK(J,A'V>MMX^/K5M M:Q+J%&?D)*69L(*2<'G6K8J*ZP%B>E2:G!J(@*HE`Q1%6* MYXE)5_9-LUEC*)B.T,9";FIW-Y:HVQ]`LZ'8D(&9GK?,N8:.J:.17@H4_P!\ MQ#-3*G:"J"@)"4P@4H\X,[L9Y+3".:VT9MCS;-W.+IRM5+&FD6,--K6%Q/5< MU38UR;LYJ>WFAM99XM7>C[XD5V16J3TSM5\V5;$3%9,Y"S=&=3;-5J'V&;_, M92R1BRDLB6N1QI.6>,G)@[V(K$(VCJY:2U#OY*RMDE6$+`,Y*9<-FZ`.7914 M=.TD""=50A3-T4B5IC1(,E8*LV,\,165+[(EKTW8,EV_&\5CE5&/4L3%[C\Z M32W.[8BI.-Y>LKLY946R#8T>X.IT1E%CMB*LQ=*UFBTHPEEK"'KO7\1X=CCR M!RZ%&^/^#PO^[MP6;QYW.Z/$"P=GCPYUTI?R/F=8[GQ^K5OR^C/7KQ4>GA=M MY.''A(Y3-P],$\3G<.'.#CQ#KE%7/DS+M.UI)C*L(_&EZ+=45,CWW$TLK M;X.,QDXBKMC]HC).T>:M<+7$NX6*L(\[-R82.`6.F*'-$QP`O`PVV8IN2F-%Z8S:3:$@MJ.0I^$I=\<& MMN:U4SM4RVXLV0ZW5D:Y:R4&U25.-*L+;6&K:T6"/9*2BL)5$WTRD>>L2,84 MIW$6_.X])E.M?:B5WS_MN;J3E/HNCL4WJ_[)?[MG`_Z:M<;/V]'2[]?5__U>Q_ MJZ?K-\._K@_MIW?6[_E+-GQAFSK#1H&@:!H&@:!H&@Y0,@]7_N9F.M6:988Y MPK;/>[+8BR[NUQ[8!F;83"=>@L?;DL(8AQ_@:33+75K*;';[;=9I6*F#(QQG M"DO,+J"+E%(@JSBW6-O)U?ZK!H&@:!H&@L/NA^MXS)]3^P_E(^M6?.U+LI<[ M74W?7<27U(+E^;=0UU[GQ'`!U>+.-4L=2#L2`=-Z MX$ABE,0Q'*@E,4Q>(&*8I^`@(#Q`0U:16&N,*==2H+(-U)QTBX=F6*U0/)JIK.3(I"LL5ND9<#K"DD`F,!0'FE#B/)JX M4AG%2ZUGDUC/$FUA?*JLERMGB:$LX.HT#L M=B7D`^4XUJD5RX%9QQ6]?9(F`=KQY+[)`_;KHM5V);2Z[K1ZM(KE!6<,5OI3).12`;F7ZZD^:^9M4Z7T`[3\--L8805G5;2 M6RID\@*'R)$-7;;AA"5G5:B:S#EM/G]'E+(Q.7[Q=[,7T M1[4F&KMMK\8*SJL_8LW9H2`W19>R@GR#]#O]K)Z(_?98-6;;:3[8*SJL;,Y_ MSNF8_,S7ELG*;YC)%Q+\J9#6=MND-5FL8J8\X3/OEPR_^R7=/=K4I&B5G63S MA,^^7#+_`.R7=/=K2D:%9UD\X3/OEPR_^R7=/=K2D:%9UD\X3/OEPR_^R7=/ M=K2D:%9UD\X3/OEPR_\`LEW3W:TI&A6=9/.$S[Y<,O\`[)=T]VM*1H5G63SA M,^^7#+_[)=T]VM*1H5G65I7#AP\<+NW:ZSITZ65<.7+A4Z[APX7.959==94Q ME%EEE#"8QC")C&$1$>.JC*S:?O#RGM+N`S-.=#,TZ672&XX[E'2I("QHE*5/ MNI$2E6&&L+9(H`W?HD%0O-`BI541,D;-UL79YK;=-KH'RO5,%=;EMCAX>IWV M;KZ=T0+2O7-BZ83P-XM5"UK*=T-2*IN>A*9!8Y0. M&N,5LNQAVPNC!@K6.HC0JUEKUG9Y55<.ZY.1,ZU;N94G@55;@4_-,4W-$>`@/+K?DMTE-LN@BG0[FO5"JP#TZ"KR#K<'#NU6IE#ME' M,9&-62YVYU4D%3H'50$2"8A#"7AQ*`\FN4XS,MQDYJ>M@1!3=@[$0X\VCU+D M]#\B*^A]IKOVOBXW_*6N%%MV!$.`E*N"J$-X+=/-'C>RR^'&>**9&IEF+,S>.T M9^:D&>2)NWW2T2LZE:Z65^L#5;=,BE:!)UBMQY&,;F*,;)M9*WOT6K?--=AZ MY/M(]&=L3EY9Y>)HM@DW$M)3.;43EAC"DJIO7L- M+IE0Q](8^H=TJ5-@XR-91\^K;62[B5@,MW',-;LRDC6[)!ODI*(G;N^:"D4_ M<;E@?FJI&5`JI9,5F9KBL2L8UW4/XRZ9FLECHU0N]:SM(/Y"_P!`G'-ICH-P MNM?661HU2)E:S8(.SQBT-86!")F*\,"K-19)4I^D`Y%,(QR-5G<_[IKMG<1< MW9O"$DE,D95R:]D(=JNQ[JF\LNJN[FF8-#NET&\7%FJR!69"@*H$.;I3J&X& MTB(A MPDI'RS(K@AE$#.XYVD\;].F4R9CI=,B'.`#`(AR<0UWI7TGH)R2>RKD6%NUR%_#=ZZL5K6VD(;D3()>!DY%M9KPA)F:36,UKI3/N1+%E>F93:QT0:U MT)G!)5J,8QLI*,&\92T5G;4COOG)R]ADRM6Q55%'+A\HZ13+Q362*BET>ML4 MF.!,SAJIR][G;_:DD4U6M)+.'S!)VBD)6Z0E`HYVQKD5F6`N7L*E0:6@5@B=!`8C&]$K>.Z^=0BJRYC/#P%6;&IQ:_7ZMEVJR:!H&@:!H+#[H?K>,R?4_L/Y2/K5G MSM2[*7.UU-WUW$E]2"Y?FW4-=>Y\7+M_+Z.H>?AT+#!34`Y=RT>VG(F1AW#^ M`EY"`G62$FS69*NX6>B'#25A)9LFN)VSMJJDX;+%*HFZE MA/;!6I[;9<,TXLQG,]8=7+!A%NPB+O-H3&6K3D5MMYNLC'W:?*:08^]1Z_8] M^5EW+QB%D3<*F*4ZZI$>C5<<]%U-Q.$K^SVS=6I4\HXCL&Z>3P'DS#[S<14H M2MUW([VUJ5;9WG#&]CL+R%MTDSKTZW?9/L,?Q6>.2HE6=$6.H4I14+=&(GW7 M8_Y5BI6:3U@&'T=H6,:U3LE4NGTV4QZXNT76))M?JI&XERQNBR`:Z8L% M;+L>X7+_`(3&DXI[8NR9[;J"W*)S5LVRS'8QR#>(+'5CS$YO,;CR%0M4Y7B7 M+#TI68@RS)-\S(Y0-./BHF43.)0`!-V-:G]9 M/:O>,N9+R5$RL`6MUVVRL>OLNV\/L>0DZ^5B'SM=A#YQ;3<,W05$SA+O:+`R MQFB8$,QQ:K%(R_R5!01=]MHS%!R.4K%E:BU4:7CR4=QE*I,/)U*7K:FWR$>Y M8@7*T7*(JUG*SC,[J=3CU3M#/6;MM'$;"JQ,9,]]W%/;P6>A#[N'&/6TG*); MT(]M,Y!OLSK;5E5=RP#F@2]QBMF-KJ%WF1,T M*JQ085_,[1-F"K$[=1LFZ#HAZ!P`FM+M,S"I99C\CYFO M&5H;+[68MV(=L,/,S68"01)"4R-4UB$Q!`=:MK6:URAF^8I;$4XLY9'L&_#!]SKI&;GHMQ+]@W\M\H-71%JYGL*^ MIIH+03OWOU?N1UKBBRME[!_4-\L=)RD6`F_FS^J;66N,*4U$-`T#0-`T#0-` MT&U/JX\+9[892KF4Z4^F*N@9,02A4S*))7:!450%PC:VAP!NC1E3\PYE%@!8 MZA$SMN8IT*X8NI3%JV)K6'5&@*XH(BZ*D1R*28N"('.H@5<2!TQ45%$TE%$B MJ<0*8Q2B(D'XT6Y1UZ>U\7#N?)KK M31X(^CK5:+35DQMDS%8<;S%_:-,DV"D0DGB',ZK=JPMD MI`1;V\^*RT-J.Y(V9OFK9>RI6$S8L:MS1<).NC%(P'`HZQ=;NI,QQAJ)SX8+ MA1-YQ)D7'U5A,U2\1)S;?&EYL4MD9_/V)_E".MR^=W$@6+247GU8R6?RU4DW MCSN=U'N7;LJXGZ0>:D*;7:Q-V9U7*5C*8-!42\2-510N M\K,5&V.%+I0H^@)NV,1D:3L*5JC8(TRX<)+NH]=ZV.3IV:9D3B>1NXRL[>"I M\/XUVT7.`Q3%/_%C9\@O%&,XY;-K4ZA5IQK)XMRK8[A6;=7D+LH^C6N/;4P@ MT#OCI1)U>B4.W`S05%#2ZZ['&:$1&&JWC:J;99H]TF)."I2:N&\9TW-]^1H$ MY:IO&\]9(PEBKRE1'@X5KT=EF_Q&.W,L41$Q7Y*RQ!JVYX@;O*U8 M<"@GT9CZC";J'"&%DG-@'.XG#L#P#C\CT=46VEK``<_U_$?7`>KR\H_P#EV]8F:M1#I;_@P;WNW/&XL1-SA3Q,V#T@YUPJO8^1J3\9]4GY M1Z-O?7/DZ1MMR*']7RR/\SC36^S^SGW.#2&V1```>'8Y`]3T1]4==^7!RC5- MTB@4HG'DY.3U/NQU)FN"-E.X?)U`LV8KW=G4_0[U34J]D9[C^`D+_;[[#N[: M=\R<04PYJTH\;MJHXD6RI2$CV8ILS=SB0Q!*`E'%L3%L1Q=)F*S/!"P%EVUU M"8N$_1Y?%T0=]%YG;V!2:6GCS[%E<-MC:/I,1B7ITUHU",7R3/3C"0()SNDR M"DF801*D(IW81-?\DBF;$G!3W;V%)D@RD>B$?^^FP>_@;>-E]\Q<<%HACU?Q M2]Y.*`V\UV!R5?B`J#YX`'[?'UWHF_P#1UB9S]&YC MVS_G%W7;U?\`9+_=LX'_`$U:Q9^WH7?KZO_7['^KI^LWP[^N#^VG=];O^4LV M?&&;.L-&@:!H--'6U;C=PN!5\*)X(M67:\24Q_NDO=I;X;K&$+-,K.<3TNDR M]5GK@US34+B"F+Z@\G7+VQ-J^V//.8T%!;)G43(=*2U;$3F^;QUH\[C#(:>- M5Z=0,N-HK$ES5G,ET&V62-@%,]XYV;2F\.9JC5O)TQ2#E:A8:/$HJHO8B5D5 M(Y*98=TE!8ZB!!3!4X=8ME=&?0P_-8>P_6L[36;*#BV$<2N;[$G@1C$9`VTS MNZ&/F;!D9_B6'MQ)YO6*L^A$HY"N"#Z7.V436(BHJ5`4^S'/:[UJ&4G^'-N: MV0*?7,@NI"N;7L?Y0NTM?$*WEFW9;W"86)E:/NE3Q7%41*MR.-(E-9)&4?IR M;,Y54)/N=J(1AR+*K-N*\N)^L@W$WVX4^!GMO&&H6%M2^VL#2T)G2Z3,C&H[ MNL76J_XE!2)D,'P3=Q[V)&I'96(Y'?$4WA%6::G0G*H2D:O3%.]_+:S[9C#S M,'ART+9FPA&95RG>;IDTS#*V,\5Q[075ZO-G8UG"],HKJ+E;4W1AJVT9`P<3 M\GSU`9)(,)%PU%,UKJ]UIF9S'1]Y63,LFM65&-<>.*+@+>SD/;=2D8PD9+3?0D0.FN8!4`4Q3"K8EJLF@:" MP^Z'ZWC,GU/[#^4CZU9\[4NRESM=3=]=Q)?4@N7YMU#77N?%R[?R^CJ'G'.N$<(C^J9##PX__10UN(MC]OX3'1*U)/,2@&#Q0L0YW'_\D0P\ M.(`'^*`[6GMZDI-4L7-F);C_`*J&)>/_`/8D,/\`U8&K[>HQT4\SKN48QBUB MXC#T)$QC!!)JPC8VZU]DP9-D0YJ3=HS;1B+=L@F4.!2$*4I0[`:>WJ*36KQ6 MKV8EN/\`JT8EXB/_`-]PP]D.']IAI6WJ3;*4+4G,2H"'B[8EX_\`?>&'M_\` M)P[>K6W4VRE*^-4Q+_I M;##]UJ[[=4VRDCC`V8G''_LDQ)QX_P#W/#&[(C_72]O5WVZFR<$A<;;,Q+AP M][C$G^D,,;T>/]M!IOMU3QSJD3G:CF)P`AWE8DXCQ_PU#&_ZP+J^2W4V3JIM MWLQS$ZX_C%BGQX_^\X8W9``_QL73R6X'CG52KS87F)V!@X,4^<']M0Q^'_\` M/%T\EN">.=5(/NK@S$]YWX^8I/PF)J^6T\("'Y$AE.R(C\,"=O3RVGCG5;]]U.V8G@F'WYL4^=Q_]S0Q^''_3LNIY+5V3 MJE7[S'F+X=,?\A0WQ_T\ENIXYU/WF/,7PZ8_Y"AOC_IY+=3QSJ?O,>8OATQ_ MR%#?'_3R6ZGCG4_>8\Q?#IC_`)"AOC_IY+=3QSJ?O,>8OATQ_P`A0WQ_T\EN MIXYU/WF/,7PZ8_Y"AOC_`*>2W4\.=6H*?@7 M4%9IJL&YSI[#3LC`FZ%/B=RZCI!:/'HD4CK\3++(^M*4Q^4>`"/9UIS;5=EO M5[6+(4NRL]_BBE3;F0=$AI-N92)@43\PZ3RS%X@5]+G*(BA%`(<.;Q7'YLJ6 M;KHMANVV9=)>/,;UG&D(2'KS7@=0$SR4FN!#2$JX3`0*LZ5*4H`FGSA!-(H` MFD`CP#B)A'A-TSFZQ%$[KMPJ=N[]^]6S0-D][<](56P]XI9A+=XK-$]%WTK\ MOW"NOWNFH[IR=.V5YBR7/#G%#B&HJH]!S1=:04!W62@C\"*=^4U]>GM1[7&_ MY0OVX^IKI,TM1%$0IU0 M*'9X!\O2M7@4..I421R^`H#P'Y'' MB/JKV]2J*?3M4G"/224-*/XF11(Y31D(UXX8O$4W M399FZ31=-5$ER$.F!52M7#IHFY4*DHI,M1"V/H#RCJ3+415U)?P5AT+O. M>YF+$BSN,0FH:N18P[=HJD M0QU.B/T@3?&=):VSJQ-O6VFUT&*3O>5):'BL81J^-UK')PLA(J2\C[];U::7 M-T:IJNJVO%JY(J#C'-H%^W="1D@$"X4363>,[U::-(OF@"1K(N:S,.XD9%J05%#IM9$K4%DRF,)RD4`#?E-AR<>R)8Z3-]MS=8_XEJ[X3]/R[]MZO\`LE_NV<#_ M`*:M2S]O1F[]?5__T.Q_JZ?K-\._K@_MIW?6[_E+-GQAFSK#1H&@:"22%:KD MM)Q4W*0$))3,&WEFD)+R$4Q>2<.UGD6[:<;13]P@H[CV\RW:I)NR(G(5P1,A M5`,!0``MBAMMV[-7J,DUP'A9M(MX1&M-WZ&+*,B]0KC:`=51O`(NDX(JZ4(A M5WR\:1J4P(%8+';@4$3F((K.JH;!AO$-L8347:L58WLT99',$]L,=8*-6)EA M//*NT185EW-,Y&+49BNT]ZW0Z/O/CW:J$7S1#O>B MJOHI&!(P=NX.1FWKAFHHF8[99VL=,2F54$Q:SJJ65P[B.=/7U)O% MF.)A2IV>9NU54E:/69`]9N=BG%[-8+=7S.XQ8T-9YVR.5)!X_;=&[=/E#+J* M&5,)Q(GK*B4B-D8^8CJ;58^6B5;DO%2C*O1#61C%LBSJ-HR"M'O4&:;EDK>K M*W3D9DR9BC)OB%7<]*J4#@%5:!H&@L/NA^MXS)]3^P_E(^M6?.U+LI<[74W? M7<27U(+E^;=0UU[GQA&Q;(H@BW1`?7 M',/%1==4PF5<.%C[^(LMV65QG)FZ[A#0W MLQWL93V9Y3+>:FZ7L%4L"[=#)>/Y%\L2*N\418YS+&5,"_>ZT1W3J*,)(I#J M(*',10JK=5=%7I=;%T,Q-';IM_W`8PW,XP@`?=ZW$,(4W/X\1*81_"C]UK>$%$* MH*O8!-01](AN`?;:F?'`KHEZHK!QX(JF-V^C/P#^9X:5HB5K@ZY1[G<&'T." M*G]`/)HJ1.0?CQX,WAN''L-EQXKR,QXZBX:K`%I]B,'\S&CJ4G1JMNL*#D,=9<5$P$QAD40 MY1X%I5E'[<(S^3K,UTEJ)MZH4JMB7+ZPB)L79'X#Z'O(LWN7R!K$[IX2UNMZ MH=4O\%IJ5KJFD''E]/AVM=LY8,LQTI69B%>K1#VE9%F\L5/O#48&'905\L0U(9:7CHR(@FD8@T< M!18HI([H1C$"->8DW(518%)2)*Y*@+O=W!P%*LT`WK,*]LKI[B<*-9TL/8M3 MBL;PF+)'+0 M,]Y'L&/<+8H?8TR!8,?XNR/.Y7MD///YN8=Y)N=J?PZUDY\@WJS`M:KRK"+7 M38M01?N6KB6D'"KIT+@A$5*5GBL3&K`/-[S-V7ZI25K$Y'QS;IHV4;H=T/7;%%LCTSE4B9.<<.<K_`+)?[MG`_P"FK4L_;T8N_7U?_]'L?ZNG MZS?#OZX/[:=WUN_Y2S9\89LZPT:!H&@:!H&@:!H&@:!H&@:!H&@L/NA^MXS) M]3^P_E(^M6?.U+LI<[74W?7<27U(+E^;=0UU[GQM#B!I\@@(.77!5 M!@J4$A355Z4B/6SM[HF9T<[KZ32&<&%LUT'/5(97K'TL1^P6.+.5C5C)DF*W M-))IG>04ZR(HH9G(-04*(NRVPX*Q1 MM]I^3,;8RI%$M$[G:KUE^M3:73JF@I#O,?Y/EG;8P5NOQ3I?NJ2AT%E3++*B MHH0!-Q$I.;ULNF9I+%T0YSL5LVDCD_'$?(-6SY@^OE09O63Q!)RT>-'-ACD7 M+5TV6*=%PV<(G,0Y#E$IRB("`@.NC+N]VQ;<,4X;KD1:<95UG2W-YJM;D[5% MUR+K\)"33M:*3=H*O6,3"LC+*1R[Y7N8YE!42*H8H&$IS@;C==,S,.D1DR*E M*73IQV+^:J=:F'QB$2,]E(*+D'9DTPX)IBX=M5EA(F`^M#CP#T-8K.JTC1+O M%ICCR?TGP4@O:&K6=4I&AXM,<>3^D^"D%[0TK.I2-#Q:8X\G])\%(+VAI6=2 MD:'BTQQY/Z3X*07M#2LZE(T/%ICCR?TGP4@O:&E9U*1H>+3''D_I/@I!>T-* MSJ4C0\6F./)_2?!2"]H:5G4I&AXM,<>3^D^"D%[0TK.I2-#Q:8X\G])\%(+V MAI6=2D:'BTQQY/Z3X*07M#2LZE(T/%ICCR?TGP4@O:&E9U*1H>+3''D_I/@I M!>T-*SJ4C0\6F./)_2?!2"]H:5G4I&AXM,<>3^D^"D%[0TK.I2-#Q:8X\G]) M\%(+VAI6=2D:'BTQQY/Z3X*07M#2LZE(T36(J-4K[A1W`UBO0CI9$6ZKF(A8 MV-<*MS'(H9!19FV14.B*B13"41$O.*`\.(!J*]IFLURQ=S>^"OPD[W'TWT-6LZI2- M#Q:8X\G])\%(+VAI6=2D:'BTQQY/Z3X*07M#2LZE(T/%ICCR?TGP4@O:&E9U M*1H>+3''D_I/@I!>T-*SJ4C0\6F./)_2?!2"]H:5G4I&AXM,<>3^D^"D%[0T MK.I2-'NVQ[063EN\9T>H-'C1=)RU=-JU"H.6SE!0JJ#ANNDR(JBNBJ0#$.40 M,4P`(#QTK.I2-&*N]7_9+_=LX'_35K5G[>B7?KZO_]+L?ZNGZS?#OZX/[:=W MUN_Y2S9\89LZPT:!H&@:!H&@:!H&@:!H&@:!H&@L/NA^MXS)]3^P_E(^M6?. MU+LI<[74W?7<27U(+E^;=0UU[GQQ MBCI`BJD?)(@@^9*#R*-G*93'("B1P$.)3&(8.4HB40$?.ZIAH&@:!H&@:!H& M@:!H&@:!H&@:!H-('7Y_6>8V_=*T_P#:NS'KIV_E/HS=DY6L/_JM8N^J+2?T M2QFNK#]"O&'ZFF//SC5+\P(_7GN^4^KI&4*YU%-`T#0-`T#0-`T#0-`T#0-` MT#0-`T#0-`T#0-`T#0-`T&$V]7_9+_=LX'_35K=G[>C-WZ^K_]/L?ZNGZS?# MOZX/[:=WUN_Y2S9\89LZPT:!H&@:!H&@:!H&@:!H&@:!H&@MWEJENLC8SO%$ M9/6\:[ME;DX-N_=)J*MFBKY`R)%UDTOGITTQ'B(%Y1U;9I,2DQ6*-9>QWJW+ MOM0S.ZRA8%<2S^$>)NA6?&%$442Q1@,7YH1.'#L# MK=U\712C-MFV:U;>->[-LLZ MH7_#&9_[K-_^U6--K@Z&@:!H&@:!H&@:!H&@:!H&@:!H&@T@=? MG]9YC;]TK3_VKLQZZ=OY3Z,W9.5K#_ZK6+OJBTG]$L9KJP_0KQA^IICS\XU2 M_,"/UY[OE/JZ1E"N=130-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0 M-!A-O5_V2_W;.!_TU:W9^WHS=^OJ_]3L?ZNGZS?#OZX/[:=WUN_Y2S9\89LZ MPT:!H&@:!H&@:!H&@:!H&@:!H&@:!H&@:!H&@:!H&@Y#;I^JQFSZK62_T:3F MO9&4>CSW9MEG5"_X8S/_`'6;_P#:K&N7=RAT[?%O&UP=#0-`T#0-`T#0-`T# M0-`T#0-`T#0:0.OS^L\QM^Z5I_[5V8]=.W\I]&;LG*UA_P#5:Q=]46D_HEC- M=6'Z%>,/U-,>?G&J7Y@1^O/=\I]72,H5SJ*:!H&@:!H&@:!H&@:!H&@:!H&@ M:!H&@:!H&@:!H&@:!H,)MZO^R7^[9P/^FK6[/V]&;OU]7__5ZQ\'8_WV8(Q= M5\4UVK;<9B'JO?KN.1FK1>!DW'?RQ2UC<=TBQ8M&OSEU,'3)S4R_.REX\1XB M/29LF:XL1NB*4A=CO[U@WP$VN^%&0_8=3VP'R->SSJ$4HLK%HS)K3+#)I1JKG@X48)O1.")E/7 MBF`";EXZ],9?1QNS9T]7"\S6S+E13!\/CV9L!K`))9#(LA-QT6E#=[X$168J MP13.#O\`NT$@YI_6=&)A[(!KGW*85;LK2:-HO?WK!O@)M=\*,A^PZY>SFW6_ M2#O[U@WP$VN^%&0_8=/9S*WZ0=_>L&^`FUWPHR'[#I[.96_2#O[U@WP$VN^% M&0_8=/9S*WZ0=_>L&^`FUWPHR'[#I[.96_2#O[U@WP$VN^%&0_8=/9S*WZ0= M_>L&^`FUWPHR'[#I[.96_2#O[U@WP$VN^%&0_8=/9S*WZ0=_>L&^`FUWPHR' M[#I[.96_2#O[U@WP$VN^%&0_8=/9S*WZ0=_>L&^`FUWPHR'[#I[.96_2#O[U M@WP$VN^%&0_8=/9S*WZ0=_>L&^`FUWPHR'[#I[.96_2#O[U@WP$VN^%&0_8= M/9S*WZ0=_>L&^`FUWPHR'[#I[.96_2#O[U@WP$VN^%&0_8=/9S*WZ0=_>L&^ M`FUWPHR'[#I[.96_2&I'KF)+=(\VP41+-U:PU#50N>JNI'NL=S-JD9I2PACW M*)6B#I&<3*T+%FC3.S',7YX"I4P#UHFUJS;7"M4G=QASQ8?_`%6L7?5%I/Z) M8S71EVVU69WRI5BN)5*E[<7543@8=.L.IRQWM":W+"KS"+-(6B,HM&@ MD9P5+YV543`7UO#7*=E9K6K4;M(3[O[U@WP$VN^%&0_8=3VZV+CC%NN^1 M^FZ+HU?6AS3EY>-B;(KGDD[IIA#_UN_C0-`T#0-`T#0-`T#0-`T#0-`T#0-! M8/<=N?P9M(Q\AE/<)>/%_0W-BC:FC.^]JX6OGV"7;2+R.8=ZZ17[),E[H;13 M@W2BW!`G1\#'*)B@(8+DZ\CJME!`";H.(F'@'^I3<0'$>/#T<2!Z.KMG01Z7 M7:]6(O\`0MS/.XCS?U&-P1>7AQX>NQ0'H:;9T$U0ZYKJUW/T'WJ[+M$K$)TWZWGJ[W8`+?<)T@#V/]4V<2^CP^]XT+ILNT-T:ITWZUC8 M.ZX=!GGG\>Q_JNS.7L_A\=EU=EVB;K=4Y1ZSC8\X^@YNY_ZVV72_SU!+IX[] M#?;JF:76/[,%N'1YEYW'L?ZO,K!_/48-/'?H;[=4<3K#=GJGS&7N/^@&4`[/ MJTD-/'?E0WVZK767<1U=MTEUIVP69C(2JY")KNDZAF./Z4J8FYHG0CJXS;"H M(F$3'YG.,(\1$=:B.Y$89?1)NLG--Z1N:V"XZ>/)*E7)&#=OVW<;Q9&J9A=` MNWZ5);F&2D*Z[2`W2(D'G`4#Y=A,?@BZR,I7-'?KM.`!$Q_V$R7]Q3?3U/'?H;[=7B;K`=HI!X& MRUP'\X>31]#CZ%,'3QWZ&^W5"'ZQ#9VF(@?+_`0__K_*(^GZ%)'3QWZ&^W5` M*]9'LM1X]+F;F\.S_J[RN/\`.T4=/'?H;[=4J7ZS[8TVX]-G#F<./'_5IE\W M8_"4`VGCOT-]NJ3..M>V!M>/3Y[YG#D'_5;F@W\YCDVFR[0W6SQ21QUP'5U- M./=&X?H^'9_U2YS/V?PF,C:FR[1=T:I.OUS_`%:C81!;K!2'@IN;YH\./ZC&X0>3^5Q..IMG00)NO+ZK0GS6Z'AV M?_PGN)'L=GL8D'3;,179+_`.M#^=TT)SCT74A.R'J?T.MPQ=DO-7OF4_4#^>T97J@?O'J% M^6.K#,MPU4V(PK]AAIVXNMYACY-:8:=@O,T&.8P=B+E?&;G(,BUQ9,'M9E[D M_H2K8K.3(=HV13%'@,02J56L M4#&,+3"S&5[NWJ+>IW!M$6"98,)B.9NV\B7H%E>F;.T0.1$XG*6Q=A$TXI,9 MJON.S:[4Q=D@VD$94T]G=QAVL""2:9):*>,6LE3[T4Q$B MLE3=()2B.D7Q,UY$VS_*X%'VE1UEO&2*T2SV.4@ZTXQ^[J-BJM?C'Y;!32@K"S?HB^3[WV&D+*D,JS.83+)K(J\XB2R9AY[\\-5VI-7MK M-\R+>*@L?1\AD-Q9L?W;'=2G(!E7$;6I'2+,\?D9G))/ M"/"`"15$SD(9(YM:WTB*TK_\D6U]%)+[7:.PM$-3+!D^46F9KT*JPJJE*0AY%TTF8C*#;&O M%;-_M"FI:HRZ_8.7%_1<(QI6]`4%Z*B154CN"@D14`$=3=,Q;AA)2(KCQ:L MY_\`IGX;5DMXK)V'L&]4ORAU&EGYOYH_X8?EFU&XRA:^1^:_E1^XUG@L97*' M<=D?5/ING;^4^C-V3E:P_^JUB[ZHM)_1+&:ZL/T*\8?J:8\_.-4OS M`C]>>[Y3ZND90KG44T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0 M-!__T._C0-`T#0-`T#0-`T#0-`T#0-`T#0-!H._A'7_A]PG[HK&WZ&UGH:5A'+^,B)UBWEXYW&KO(.?8MY>"F6J3U%%1Q%342\2=-'!` M%%RW5(HF8Q#%,/6,CA"IXKLE_P#6A_.Z:$YQZ+T=XYNLR[Z!L.+Y'1EDK\C:J[(OJA8&C">J\*U[OF+)"O'$54Q-CD&:<-1Z>RH MT"1VT#*YB.G"<"P3*JH(@*BH"<>4=*74I2*5*Q6)QR7FIVXG'E:"O'CKIE-R M_K\;1HEE+2F),>O))=AC2TDM]"2D5U,I"F_/5I%%)%J=0@G!B@BV,)DD4BE3 M;,QE"UC'%6UO(4VIMF9RC-*TXJC1S9&*P327/?,\.4HEY4(@F0 M'.-ZJZF.^E.F[%<:BQ?VQ?(ZW=DI'J3+OHB+',L=BF5,0%)(`"4RP@KAG*7S MZ-0"CSAI*,SG7:#=KC!Y#4>HX5K\/7#2R<;8&D(>#D5[YW`WAW+&UNA0024% M(Y3$Z/UI"AJVUK&5?4G+C1`Q60L-1-$<8^5=W29@#3$W8&AYS%E*D)**E[!$ M0\)(O8M[XRT3-53,H%J).0P$43YWHZU2ZM?]I6*43EAGFGP[YR^:7[+()OKC M1[\M&JXXHRT4%JQXLR6KLFBS/D7FMU"@Q33<`00!RF4"J<>83FXFV=(6NDI% M8\V8ZG$)J.7M618^&F*>_H_>"$Q)C>(A8V#E+3!764/&LV.04.;+2EBKS9=R M]6,LZ7`HE.<2@4"ZBV<,(S*PIVIYFQMCV"C8N&LN2EDH*8F9JE3G=&2XD`> MA'A:3'".*UBJU&?[I""GFRK6)[G2.R+EFX5B_P!JK5WPS4J8L\N<"G9S0!W" M"5\<3$`P=(WI\<4T&"G2](ES2.;!&PX(SBG+1,`IAK*Q)VQ MJO$Z]"GQW;RRT\I'HDG M:C:UIJ6K*-8L*MDA$+"[FJ^G"R1YN(:4Z*DYRW.I2**V%^P;U:%AGCR2.JF0 MK%JU656$B:1S%-,?IOYH_P"&'Y9M1N,H6OD?FOY4?N-9X+&5RAW'9'U3Z7-< M(?H2=2/]8'B7_P"5M?RJGKG=^OHS^US;IK*F@:!H&@T@=?G]9YC;]TK3_P!J M[,>NG;^4^C-V3E:P_P#JM8N^J+2?T2QFNK#]"O&'ZFF//SC5+\P(_7GN^4^K MI&4*YU%-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0?__1[^-` MT#0-`T#0-`T#0-`T#0-`T#0-`T&@[^$=?^'W"?NBL;?H9R'JQF.>-M=-GD_G M;;%FO(N9L97BD5O;!@;$=LQ,ZI.;5[53,J8[VBL,;QMBNL=8]NUBQ3::%2LU M0#%5\DR>6<'K(H*%B99OTS%;<5I-%X0K.P9IVD354W(L(UAMSJ=D[VT62QM: M:+B<]OL&4,@U.NQJ1D(*%N>RO&U`Q_CFT2#@QIM&*9XP73D6*RH-9=@X(R4L M5]J3P]%V+1F;99883.[J&)BDB%E=[FW:5;-@ITCD6YW2VM(X-MMLQ-=R8U:) MXFH-"E3$6E(7OU7`.FT=@=C(D>)-T[$78,S2BE-P^3L"9%J\BGCB*QY%SL#G MNY(T<*'B:.QD=U@9[5:V,`I-K0=/JZ-A6+;&KPR1I&9FN,)JU7&AW3+,]AK*5(LLK5J9D1S7%2*8HK,-BYW*Q.3*8T;T M[-*=I@$8]W+T\J,6LP;%,NY`JJXK(B>$859FC("/R/ML[]40D[:MO-L1B<:6 M%J-GJF``QZL3,,Z,._/-WRMM]JIJD^HE>CT7<-#()PMH6[I,60"J M\?1O>I8T,^2;-R&,Q"<93$A18)[AEE"6%]4D[/7&;6_IND4T&:[9HBF!BN@! MH8HFS$75C6L$S&.AF:_XNE<3(U#'LY43LAR#6+%7ZI7Z+)5B>KU=98^>PLBE M>9UQ48AO:K(2?7$#NS2LRHL"G/(J5,13(B)K$S'`F8I@G3O,>++!=<)1]FAX M5_0Z?CS&T/:)U%G;32#ZQP>*(R`,RLD5*+2T%)0=3NC8@J`S@U`=-FY^`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`AI:3&?4,D^>\'"1Q2F-%CC1B!*97PM>]F>4&%W5PI5=Q3K*)+74(_'& M#*U7+K=&TE+T5E+Q=C?0^WR,I.,:!7JXQ?.X="G7.%2.[3<-W]?=B^(^03GR M:T=CG4C_`%@>)?\`Y6U_*J>LW?KZ,_M8V_=*T_\` M:NS'KIV_E/HS=DY6L/\`ZK6+OJBTG]$L9KJP_0KQA^IICS\XU2_,"/UY[OE/ MJZ1E"N=130-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T'__TN_C M0-`T#0-`T#0-`T#0-`T#0-`T#0-!@'UDFRCS]=N7B23NKBBNXZ]5Z_L)1"'; MS/=KRO1\]')Q"R+F2BTVR#LD\8XK](82"D`

=Q"QF.?Q'^#4W-$Q3!G8QN M:/'A[UH@./+Q^%.NFZW5,:4HG;7^#AW5L("&;N?P.!N6M1(=@.'#_.<=-UN& M)-54,OX/3>6?8S&13U8"*+VO^\8]K5WVI,3*L&'4+7U@!0+E5%3F@'9AXPO' M@/'T)X=/):FV58L>I%R"RX<,CME.``'+'QQ>QZDR.KY+4V2JYGU..16G#A>6 M9^';:QY?^M!U?+;@GCG54K;JD\D-^;PM[$_-[:;$/^L1T\MIXYQQ3M'JKV7;X_P!N:GEM MH>.=427JR,FE+S>_\;V>STC/VWJQW;8/'.KV-U9V3C%$._L:'$.STK/Y7=6K MYH3QSJ\#]6/DT_-_O_&AS0_JC/TO^5^EK/DM7Q\T(KU7F3%!$??%'!Q_!,A] M``_MP.UJ^6W!/'.J5+=53DI81$;1'EX\G89#Z'#^W@T\MJ^.=4B<]4;DAR!@ M&XL2<[M),1[8?XR#MZ>6W0V36M5,O>IHR(\YW&^-$^=Q[#2/-V?_`*J&GEMR M/'.JD'W4>9`?<[CDENGSAX\D;&FX?)F@U/):L63"C9#J#+X_X@;+"2?$0[$- M&&['JSX:GDM7;*D7O\'AO#P1$*U MG#!T6;!MM$[M*V^UW"<[*(SAZIT;-E,IE11/)-$FJ)`=+-4%W2;14RO.#F`H M?D#CQY=8NF)I1.,RS7UE30-`T#0:ANNHQ%DK,>U&H0>,*=,726KV<:Y;YMA# M)I*KQM9C<=Y1CGTRY!95$I6;5[+MDS"`B/.6+R:WV_DS=DYDL8[6MPD/DG'L MM)XHM3.-B[Q4Y&0>+-VP(M&+*>8.7;E40="()H()&,;@`\@:[,.ZW&'ZFF// MSC5+\P(_7GN^4^KI&4*YU%-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T M#0-`T#0?_]/OXT#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T# M0-`T$OEY`D1%2^Q\R5X45?V+3QSJ;H/XP1A[['S)7A15_8 MM/'.IN@_C!&'OL?,E>%%7]BT\^Q\R5X45?V+3QSJ;H/XP1A[[' MS)7A15_8M/'.IN@_C!&'OL?,E>%%7]BT\^Q\R5X45?V+3QSJ;H M/XP1A[['S)7A15_8M/'.IN@_C!&'OL?,E>%%7]BT\^Q\R5X45? MV+3QSJ;H/XP1A[['S)7A15_8M/'.IN@_C!&'OL?,E>%%7]BT\T.GCG4W0@_W_3!?V-=\_RY3_:V MGCG5-T:(PO\`"!<.$*4A-O.2"$(4"D(6S58I2E*'`I2E!(`*4H!P``[&GCG5 M=T/K^,$8>^Q\R5X45?V+3QSJ;H/XP1A[['S)7A15_8M/'.IN@_C!&'OL?,E> M%%7]BT\^Q\R5X45?V+3QSJ;H/XP1A[['S)7A15_8M/'.IN@_C! M&'OL?,E>%%7]BT\^Q\R5X45?V+3QSJ;H/XP1A[['S)7A15_8M/ M'.IN@_C!&'OL?,E>%%7]BT\^Q\R5X45?V+3QSJ;H/XP1A[['S) M7A15_8M/'.IN@_C!&'OL?,E>%%7]BT\.SV+IBJ*"5(I$#`(@(EU)LF(JL7 M1+:YK"F@:!H&@:!H&@:!H&@:!H&@:#__U._C0-`T#0-`T#0-`T#0-`T#0-`T M#0-`T#0-`T#0-`T#0-`T#0-`T#04U=/\SK9^=J=_,MUHDY2_-[UZ7,T#0-`T M#0-!=O!*.,%\M4I/,R,FOC+O@Z/:TXI*766[E2BWZK-1XE7S$L!X-&4(@>2" M/,1_WO*OW.8JW,,":TPS(YM@M^P1A+%F%.B\80\;<=QTY M3++3+/@_'V1:F\Q7(Q;]S(D/-MK7WY3-='"`HI+]RK&Z1/H@Q69FE5PHEQ-O M^&%MPN*]L2&))8\J!7 M91JTB0A.=T[M4PE):S2M3#),*EM_VTY8H-:RK:*ZZVW0MSQGG0JC6"FKA;*[ M4)[&V2<%5"DY;3;W*7G;9(T^4?92?1TXT,Y<)F)#/%&(I.`*FA)F8FF:TB5S MY#9SA['4I'4Z?PP]R=;9*_;%\03#"L9!MAG,;+YRV^7"Z9;M=+DZ_(NH>2>D MN%8[KCU';=]$(MA'YST`AP5F>.I2-&/E^V50=2VO7S(L2YDY^]U?(-AM\3-H M+!WBFMMT)?GN&&LHDP(KS36&4NR1)HIB%,`00],`]&(F"UQ2F$LCMQ^U+:S1 M!8V2T1CAVV9,^B4:1XHH\TRQ5#GLS.V9XIQA,\(S=/D\I(XTR!:+[7K4LIF=5O=H!:\-L M?)Q<>Z=I-B-YILU(4I&SI94RLQ0I$KOY)VFX"B)&^T"%QA*QY6K/?Y94 MP9(:,6L6::D;8ZK=WH$R](W)(N7I4G9%EFZYN:F"*LUI7C M_I*12J97;;#MWQ&SH]OB(-CFZB92W5SN)ZPM/VNUP,Q7*@DUKL?(U:UQ].GX M-9C?Z!:2R"`K&_&\FU50>E(9NX1*1$S-8RP,,VO_`'-M*1#9OR+4,?4.-Q_6 MZ#<+=0VT;'3EJL`R_O5MT_&(V&1>VV:FWJ5&_G.5_1]CW4N^,K&<.TW7G=#0-`T#0-`T M#0-`T#0-`T#0-!__U>_C0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T# M0-`T#0-`T#04U=/\SK9^=J=_,MUHDY2_-[UZ7->:YX(OE$@:;-3IJRH\O$!" MVN*J$/:X*L$Y3HIXZFXB)F*DLG()K*I*=N'B$#*JM4&DZ<4X-TLX3:&22;S*@"5H(.134:*IJ$4`HD-I6!2AZW8DXV,F5(&:)#S;E5E#2IXM\6- MEGB"ID%VD8^,@#5^Y16()#II'.-< M191V[9/G+B,-C;(]EP]2)V[6.N4W/DNA.4APSM]0QF]16G]OV0Z[=(:Z1-FO MS-J1HA(D3<@HOP%8J*H%S,Q*Q&*_$YO$R/CY]E)DIMQ>(-G5A?(Y8G*WNCWW M/ZQ9)]1NSKSUW;;'#[EE(>Q/'3,&[(ZSQ550Z8)H&'@`$!2)IC^%KR2:P;G; M+6&".,W>U!B[K.'O>O<&M8@]QN^":IF+WSJ,3M,#*M6$7N/<0%+FH@LFH85" M$;+L7A5R")%2*`"D:_@KR>S[/EARQ*W^:NVT.$FI^"PX_L]PD-[IM.XA60GJ_[X'C1=!CSE&QW"8*E+SD^<"D13'\%>2X.)) M[+Z$_24PV>86`O$-9J]L-K\+DEV8MQKU@ALH[VHV\.CR:ZA26F&E6.> MD9Y8T@Y<'`'R"@BJHMW2M\;34YDO:(VN;-I.0D98IB M]9VWS6)LVLM/3GV];CYJ0G]P[Q)&ENWEN5HM[C*^;4T586_G$,/7KA;KD?,6 M]1C>Z5$`XAJG69I64=[A6]H:@V*[:-VID#&409)\\H%;(*'34X;OP5C17<+F MR9RK5;;GB2V_8=)&R,NTHECN&2]Z>ZFOV*X2M*2@MT%$0*LD02J4PK_`!_TOT6/>;AJY'I0QY#8S6&*%@M0W&OF>99W MK-DIN[G[E`;3#&7SZ0DE:C=THAW'!L\ M;`^<6&PF5`&+0B0G6+Q4'FI%,<%8P**DI&V2_P!_QS)Y3A+%B5K4H,6Q)\]A MR]CZN2]>5D)&5BXAO.P4S/-):)<3KJ%<"P(LD0SM,I3I`8IBB*L5HM,*J"ON M'\B8WLS>IV>LRB,H_69-X<[1B^=L;`X?MF#E!"O/"MBI32W]\D4S%;](8JQN M9PYW)JUA%.>\:Z])-(^\^T]+7`4-84O>_+=)`@DD9PJ,T3N3G18)H$$YNG!/ M@0!$>3ETJ(PF-LBJ2[BOIT&ZGGFC5%\ZA"5:<-+MF+A0B+=XXC2L!>HM5UE" MD(H8@$,8P``B(AI6!(_>[8/6_P!XICU\6[FR?WL>^NA8]R[9OY, M%TEG`?.DU45"F,!B&``DV@VN=37]>5&_G.5_1]CW4N^,K&<.TW7G=#0-`T#0 M-`T#0-`T#0-`T#0-!__6[^-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T#0-`T M#0-`T#0-`T#0-!35T_S.MGYVIW\RW6B3E+\WO7I/'!=//G(^*:IEV.5S;BVUTUPYN%IJDBM5IB3ROBK)U:-%]X8 M*%47Q-.!N2-=O3?>(: M2KRD^B:->RFX[&\13J;)R[`JG<,BZHDS%]W**J$,IQYHH"50..IM_P!+N4UD M'=W5U!9:>X=E:772/6+5O*3L10%L7+-E' M),&+X'?UV5=UVW6C.BV09F$/$,[,G5LO8LQS0HX:-/+H]]8*>KTK1U'3M(%B M1\RP<&8.R'14-S4VUFI7"B\TMUBJ3^:QR\AD+M3Z_"]ZU+=4&,)C6?B6_>+# M4WAUM$TU:9BDWA*U-P=D?-WK1;AZ%Q1!.:-# MVQU*VN(W.PZ.%7]S/.8]J41E;,LS8(0V4PE4'$O=9R'@7)'4>81`RKDB2JBX M&(/.D6S6:E5`Y#W^1=@1L_O3BRTVQ[@T:&T/2Z9*1 MK&+<1^-J4UHW%``,1=XL^5/T+<`YA[%I54,CUAE+?.!FI7'%FN;^*S#B++%/ MK=BE8:-KL%*417$KF\NG\K$-5)FT.,EACMVBZ:2B;UB@L]1?IE*Y05*X;>95 MCEFW]_)43$6S;\MA5Y8X=Y4: M]9^GC-P`YRJKU1C!M6L,M!-&3MU6W#8YCN3L%E'!G"RSA-O-@7R;$EMM_E[F[?40U1/&3S%]3X.OM*Y8T;&W5>I,T)&&!P91H8B@E M-P`>(:LQ[JE<*+S5_?[&QLC".9FJW*P,J]D7!%HKS5:T-DW%1A,9[;KK@RS% MICEZUE6]0:Q=D;-[25>.)O$3ATRQI$DZ0J0DY""F/.[(:M,8E&;T#UAT='V1.9FJE;;& MU:Y'6LL$C)6%F[HU/OFA)L8Z;B9"<1F628(@S.HQ23.!#8I?6%@KCY.YSE7F\B87EI!F\D8FG/;7C'%=.MM:=4.VK4Q!!)V MK)&M1DVS@Q7`MV:*13":WT%7Z%]"4^C?0?F1^B_UK[]Z6@T M4YB_5/NGZC'^&5?R#^1/H2/T#^MZ]%OQASG-;3]B/50_8CT#]B/0/V(]`_8C MT#]B/0/V(]`_8CT#]B/0/V(]`_8CT#]B/0/V(]`_8CT#]B/0/V(]`_8CT#]B M/0/V(]`_8CT#]B/0/V(]`_8CT#]B/0/V(]`_8CT#]B/07JV\_JPT7_,7_#\5 M_FQ^3_\`"3/Z-_R/[]^#YFI=\96W.&[O7G=#0-`T#0-`T#0-`T#0-`T#0-!_ "_]D_ ` end GRAPHIC 17 g31989g40x56.jpg GRAPHIC begin 644 g31989g40x56.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0KB4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````Z0```F$````&`&<`-``P M`'@`-0`V`````0`````````````````````````!``````````````)A```` MZ0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"$8````!````<````"L` M``%0```X<```""H`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``K`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#U5)5[EY72VO96,RMU!N: M?5#"\?2],;-VW=NV>HQ^2VNNHORV_SN_9Z M7^$24]3==TBZ^R\=>-8=!-=>32&-'M;[6EKMJ/1U3I5>/559UFFVRMNU]OJT M@O(_/>WZ/^:N.;_BAVMPNI@+B_P#QII952.J,FASK).("";#7H6'(V^W[ M/_;1+?\`%7Z[37]OQ&EI&Y]73VL>/HNCK=*B*^JTN>?H-]:G4_FM_M+D:_\` M%2YMS[V]1H?ZO++L%MK8)#^'Y/TO;]-J0_Q5BVVC);U'&:UCVVC[/@MK#QN; M=KLRG-[?H_W$E/\`_]#T3.Z95F6FU[B-`&@TU/@M,AX=?3:]"'3L&NH5NQJK M")EYHK!))<_Z+*VM_.5C,HZM9;NQ,NJBH-CTWT&PEQGW.?ZU?M;[?T;6,_XQ M3N!\$E-2BNFJQC:JQ6TV!Q#&[02?SCM'TE'R+37.W\VS:RS=2^?>Q)26H.K8QCWNMZBOZ9%@;N+SM=NJV.W^BW])_.)*;!XGZ7Z)E:)8ZYE5CJ6"RR?:PG:#Q^?#D+!KR:=U M5HRQ]GJ.]QW>GJUKF['']'_`,&DI*Z7T[&N=62![@-1_G!+'9Z-0K+G M6;>'.:`8[-]C6M]J=SK&T36S>^!#2=O_`$DV(+ACL;>"+&`-)+MY,:;W/VLW M;OZJ2G__T?0\S-9C7&H=.R,@``^K36QS-?S?=8Q^YOYWL1;JJA^8W[D5WK1_ MA/GZ2KV^O_+_`/`DE(F5U^M7[&_2'9'R\K"QG,:_8TET.!8XZ:;MOIM=[_>Q M5F>KZS/I?2'^C5_]-K_._P#@:2E4NQ,BNNZ@-?6\G:X#PW-*#?E8=&75BN], M.L^D'`@C=[:ML,H8!RS3->PQ6P[7;O5+G-=7K7Z7[FS](K!];U!_.?1/\`HO%J?]-'^$_\ M#24R%57JO]C8VM[#^4A4Y&#=:*F;"YS!;6`T^ZL\/]S6M3CUO5=_.<-_T4_G M*0];3^<_\#24HC'K#G/:T#0J2TE.4Q#7&2(@V$0$``@(" M`@$%`0$!`0$!`0```1%1`C$2(5)!<8&A,D)A(I&QP?`#_]H`#`,!``(1`Q$` M/P#W\4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@A;4%J&Q#I;Q7(,SYQEQ4+Q M]&S6U*N=;MCP^+5+F]N"=I969G8H^@='QZ>'=S5%DD)TJP0!&()8 MB9\0US@7.:Z*BS*6-,TY7:,OAC,6TZ) M&YPS>ER3#YOC:5XY0/B,2Z-+'F&3..L\H5)Y:1;:M%T255=T4WLF36,4_P"9 MI9UGPS32UKMTSZQU$S:\&S5V:,C5+45W*+OID9GC#' MW1;'W]!:QJ9F$$0-D=KC!80F)CEN!1"@4"@4"@4"@4"@4"@4"@4"@^*E M04D3GJCKCL2F)-4&W+*-/,L42`1AERR"`&GG#V@;[``!$,5^A:U[]"@T1TU\ MYAHUU9SYWQAA?*#BXSAKB(\A)6*88]R)C11)<>@7`;^',1'D*+1HJ1QL2@T% M]U3"&8$L6Z"+""PA66LZS',+=A'G2-$&HG+B'"F)\Q#?YH_@EAD'4+8//H[# MLF%P.RJ\T,QG.Y#&6R(3D$:"B.&HNWK#K"**&:5NA0!#M+7K,?#^L/& MS?*+3'%L`B4C=``O>Y"YP)ZUM85U-R=H9M%G69BWRRWSI6A[!V9EV"(C'IHXIH1/7O'^.)!/0#,AK)DG)3'&G�=Q?@`VP`."\BR,XO$2XU4,:HV71D2$"$49M8(; M6-L.QOW&T]GKQ$1,PSYF9B)7WBWU5^5!"?-Q1_K7I>OK^2MO;\'%OJK\J"$^ M;BC_`%KTO7U_)6WM^#BWU5^5!"?-Q1_K7I>OK^2MO;\'%OJK\J"$^;BC_6O2 M]?7\E;>WX.+?57Y4$)\W%'^M>EZ^OY*V]OPVCK+36/6+J-@&D_3ID;.^1F97 M*&>#MR9:T0YL;[NKS,YD8O3`A<994-DZH5W%PDG6][*=S$!O++&L,N$M.,82 MQ%R\BXY+'L\:#\U9N0RN89NU;R_5[I_UR:XL91O#F8V5MA>((G+5,:8\110, MPBL;9INQXJ8W,DQ3[W+W"Y=BCKW/-1I2EM\NGSXX9+K@0.^NR8\XGK1TJLTW MRKICB^.-&T;1UF%HOS?>$4&&,SC'YLBS6N MU08WG2M##U+DCCTF<7B"Q=F5(G(:=/<:$T^Y1@@`&3<\1%5$Y?;5GHDBF'Y9 MSGC1C*1ZG$C1IGTSZ>\X:=4H,_YS5L=Y\E6012N=LFBDW$NJ&;9,RY#< M1Z78=)L9P:897:7O$D=8CH_D%KEPUA@7%:268G(<@A,&<6K,,+%%CB'OW1&I M#D:0Y`<2H0&IB#42A,<%0G/2&%`$F.(4`&8`\DTFX1!'85["#>U[7OLUIR87 MD1DR`_,B5'C>>->/'PMT(4JGIWA14\3*FH"1<4>U@:#9!&PICSUAQ!ME.[CN M`)`@;G?=-L&Q7S"3?Q*&>+?57Y4$)\W%'^M>K>OK^4K;V_!Q;ZJ_*@A/FXH_ MUKTO7U_)6WM^#BWU5^5!"?-Q1_K7I>OK^2MO;\'%OJK\J"$^;BC_`%KTO7U_ M)6WM^#BWU5^5!"?-Q1_K7I>OK^2MO;\->([E?4?*YM'<1IOK^2MO;\'%OJ MK\J"$^;BC_6O2]?7\E;>WX.+?57Y4$)\W%'^M>EZ^OY*V]OP<6^JORH(3YN* M/]:]+U]?R5M[?A/\1;Y*U1QK;YA(TLZK.M$" M8Q4IZT:VM,MP;AY.29VAUL;TU+XI>.,#&DHQP1HIEH, M`M.)VPBI\NG&OG*(L?JU.L/&?-5Z0=.<:F+!J.T@XUSZWZDO?."2J#FZ;W@O M"KGCT"6:.SVR,3-2+BZZRY?J^@&KXL_. M>>6DK(4#P^_S-/BB-24A%,D0XRQLJ.,HRR"D5T`%01"$9N@K@$%@F?VI&V<\ MA9$QYI[T.MN9$VH'4)A2-O/.'P(&*A9U[$[HHV\IXZ_JD"DAG?5;2%^2M+@86(*9>>RC7-H70I,;>PKD74$V,M; M8VX>G59:Z\6^JORH(3YN*/\`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`E%<1AI*E3#'K%^KJ81!U*944QU'F.[+@MWGLN MR/D/`F/DL71,F/H;/)3-$2!VANJP MUG78[U0'+5AR#4M#$*$U4H-1(C=/2188C2&&C$G2F++Y13W5#3DWL"YFY@V] M[;;:VV=BM7KZ_EFMO92<6^JORH(3YN*/]:]+U]?R5M[?@XM]5?E00GS<4?ZU MZ7KZ_DK;V_!Q;ZJ_*@A/FXH_UKTO7U_)6WM^#BWU5^5!"?-Q1_K7I>OK^2MO M;\,37.>H7&&2\)-Z-"+$1$)5I2R(-*I(0O(=B9O(3!#+5 MLA=MSW(%K[/1%>VR&[_F8FH/,3'EN?66G__1]_%`H%`H%`H%`H%`H%`H%`H% M!JYC?]JO5!^1.G'\#RO6I_77[LQ^VWV;1UEHH%`H%`H%`H%`H%!SASOS5VE3 M4?E"6Y/RH9FYTOD4Z,'Y,QTUY_RPQ8DR+>'HFYN8295C]LDY#08B1HFA*"R= M)UH1MB=TL"QHS!CE-1M,.BR1(F0)4R%$04E1HTY*1(F)!8LE.F3EA)((*+#L M!`444"P0VMT+6M595%`H%`H%`H.76*/VJV;Z;-='X'@FND_K]H__`%B/VC[N MHM4-9P8F](VMQ,**YXSDPU%[)2P6,L"UPW+$S"8,`X"Q1IAQ-$L( MX3BQ4/QS"DZTIE9PKG%U5#4NKDL>GET='AX5+G9W>'EY<#U2I2H.,,,.-OT; M!L$-A,S/F4QT0H%`H%`H.7.JS]H4_P#(G2-_S9OU=-?U_P#?_CGMS_Y_]=1J MYNA0*!0*!0*!0*!0*"!M1^G+'FJ7&A^*\F*YTWQ\3\PRA&Y8ZR%+\:R=KD,9 M66<&)T1O\.=FI6<)M76L>6G5=<)+*"RC[E7.)(,++$TPO2OHQP=H\:YRDQ&A MEZQ]R?($4GR5/LCSN49)R'.WEJ;_`'I9E$CEDL<7!>H)9FN]R$I!>Y$%!&,5 M@;H88,8F;;6T0H%`H%`H-7,^_.AI,^FQX_1)D2M1QM]&=N=?JVCK+3__TO?Q M0*!0*!0*!0*!0*!0*!0*!0:Q8Y(/!JFU-GC)-`0?"].H2#A%C"4<(E'E3=@E M&7M8!@BMT#MK6O?:[:VST[5J?UU^[,?MLV=K+10*!0*!0*!0*!0*!0*!0*!0 M*!0*#F)BM"M+U3,QXT:H!%LTZX3;G#3FA*L6J1X-ZV,N9<%@6`IW(6YWV=@> MUOL;.Q>ND_K]H_\`UB/V_P#73NN;90*!0*!0*!0*!0*!0*!0*!0*!0*#F)JF M0K5&H$\XA&J.*X%:3`[J4G.,+VR?5<^J%`=N`%P[8@B]ACML^Q!?9OL6Z-=- M?U_]_P#CGMS_`..G=Q8+F#L'9%L6V;VMT[UJ.-OHSMSK]6SU M9:?_T_?Q0*!0*!0*!0*!0*!0*!0*!0:ZY*U@:2L,2@V$9AU1Z=<3S0A$C<3X MADK-N-(+*"6]P`(Q`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`ARR8M36W/CG$TLG%+;,BB3-S(\)%AZ`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`TMRS@G&76:RG@UJ`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`H%`H%`H%`H%`H%`H%`H%!^=7_P"I3_ZGTJ^AK$7_`(0X5F>7;3]7`BHT M4"@K%3UK6M:][WO05"A`N2$(U*I$K3)G`H9Z!0H3'$D+ MB2S!$F'(S3`!+4E%G`N`0@7%:PK7M?HT%)0*!0*#I<^?]'3&'_F79V_Y6].= M7X3^OLYHU%*!05A3:XGHE3D0@6G-R$9!:U>4E/,1(S%0K@3%JE0"[D)QJ!6O M8%ABM<=[=#9H*.@4"@4"@Z7Z7O\`IS\Z3_\`Q'^G205?B69_;5S0J-%`H%!7 M!:W,:96M"W+A(T`40ERL*11=,B"Y6N)N$K/L7N2<*\-MDBX[VW6WVNS04-`H M%`H.E_-K?_OY_P"6AJH__!*L?+.W\_5S0J-%`H*QO;7%W6$M[4@6N:]1NFX( M6]*>M6'[D4,\W<4R8!AQFYDEB&+:AOL!#>]^A:]!1T"@4"@4'2[FX`7M>^Q:@HZ!0*!03)IS_:$P3],N,/CNQT)XE^O/6WG? M_]7W\4"@4"@4"@4"@4"@4"@4"@4'YU?_`*E/_J?2KZ&L1?\`A#A69Y=M/U<" M*C103GI@68Q;]2VGA?FTA"IPPASGB59EQ.Z)1KFQ1C%-/H^=/B'%$4`9JQ"; M%0*PG%!#<1A=[AM:][T)XEZ#\OXQU!:A]54GBFMK-F'#,COVFMUQLP0#):!?"8,0)M9$**SIUB@4*QD(UH#C5-P'5CB/'* M&]&VDO`&2IG)L#82R[GJ#:;^;X#>*2'/,]ED9;,T9G<=2K1J0D!:7$^: M$K-+71`FA;($:1*K/9V94!.>046`TP"D7,SRK><4TT8^Y>XT=VU-S1T?@J_>U::46EQE"0Q5S3%MY@C2U( M1&B)F9\O.M4;*!0=+M77[!W-,_0UJN_YTN1"3WX8J]I=,\4:0=#&&WOF]9XREXH-R5#M1F"8ID7+>,\V/V. M8[D/'V2-,\]D#EE)O/9=6\^GO7$1S4WMW],]904DQ>`]$)H-;-T!0N?+3Z>Z M?,5ZI-(6-HU'%^,Y1GN(Z+7(G3DE>LY1J'*6N7QKG))D/,"-6)^GS!'E#F3A M:8C,L5(MUL<4H$>CL)00,PH1,Q/W775]@/FN]/TX;,?1+%6*N".6]=BK!,BR MV/-66IDXX#TT(X%IH>Y%.(6DMEMQ83W]L=9X^*D;P]HW7"BHT4'2Y\_Z.F,/_,NSM_R MMZDO-&.(7H,9-%T8:-7./V?-N+<:J5 MV;$BQ7?4ZARCCMVDS-D*8SJ>NIR8#(%(C7*5Z0]/UGN>ZCN*L?,WRF,KF]]! M>.,R.2S),#Q/),4O^M#4X+%K$TZJ7-R1RG29$=$F7\L8=;3W^"9B:4_*E(0I33#B#=P->"]OPPG3OAOFRLT:-I-J4R!AF`,\JD2W/AN9 M,&R`P=(#%%L5ARIK$QRZ1D#N>@X3#.7L63!294 M'-UE[>L9]*3*6R(\<992X3R4\N"K4)AQ,8@@V05$8FQK,[`0G&G';BT+QF(2 MCP7`$(KF@L,[1=-Y](N&=-NN?$>I;4+JF>&3(60LUS'.+%!9+DG+IC]J&P3; M'&(F6^`T<^RJ_P">\.(I:H<5=FMF9PM^+I!=^/27`KZR1#NG1$FXJ(3G$TVE MW*\Z24QN88:O8\LL61(HTRJ5Y&5Y!:(SCQ7, MD+?OY:_DZ)]&>FO`K5-\[X>P_D3.$4TY\X-D]V M@JK4C)GEBDLXQMJ0TL1K2X6_`Q%F=.F$D!C'(KV<%I0*4:AZ;CCC%81JDX#T ML6YOE:)_I\YMF_-K'9_9X%'#)Y-L#OV1E$BQS,4BF2XGU0R')![;'\3A3335 MTB?D^,X6)R2L)D=%C*0NJEA&%[]^CU!)YI8N;IYLJC90=+^;6_\`W\_\M#51 M_P#@E6/EG;^?JYH5&B@4'=/FZ7_)I.AO4A&=$V08=C77>OU!XG0Z5$\3D*=P9,83G(;[&D!-D&6#$*M]3)UZ7;M^Y[M=-N".I:MF(YKJGQ$S3E1CKKYU/;(^TS"+WLG4J+FC6V16`% MX+VJ)<(M><:P;#=7><8KIO8GF+X=C\I1M,:C;Z]-4B5L+FCCS*3-VA&^LLVR M0W.K`WST+H4U'`?W@8VP*>YBL\S;CN:BZ\\M1:BE!TNYG'_J?:+OIE;/_"'B MK'*;?K+FC44H-[.;!=FIBYQ#1<\OCFWLS.V:C<6K7)U=5B9N;6]&GE"`P]6N M7*S"4J1,2"UQ#,,&$`;6V;WJPFW$NN\.RECGG"M>^3",V*Y+D/#6G"!Y8<(A MA34YJ$*SBKG$P=8U(HID;FRSW+%4D7< M+,@N$&2JERS("*)-KT46F-<$[8E(5*%"[KDPVIYG_P`AJYB'F^M%KPS8MR?, MX[BU5BF=8AYI-.2N!J6$%Q<,Q97U$8!@^M\"B.LV7@S%F&")29_2NX3TB9NC MN["-061&D%&%19F?_J0M-&!.;#S=.M6!CO@C#30Y89U#D8(B&%&'*,J5%.NG M"/RF;)7'.J%YRSK4P:J7SR6DC1M*^4D2%U:X^-$C6!8+@6'F7$S/AYD\ID0) M+D[(R;%0Y&9B]-/)>1C<-L#H)DTY_M"8)^F7&'QW8Z$\2_7GK;SO_];WN\)HWW0,G95!OBB7 M&3A-&^Z!D[*H-\4+C)PFC?=`R=E4&^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95 M!OBA<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?= M`R=E4&^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95!OBA<9.$T;[H&3LJ@WQ0N,G M":-]T#)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?=`R=E4&^*%QE^>=_ZD%(J>N< MTE"YF3*'9$+#N)2PK&PDQ>E$86TK[&%V4)0FE7&"]^C;9V;=6LSR[:3'5P7X M//\`\!O'8Q;[A4;N,G!Y_P#@-X[&+?<*%QDX//\`\!O'8Q;[A0N,G!Y_^`WC ML8M]PH7&3@\__`;QV,6^X4+C)P>?_@-X[&+?<*%QDX//_P`!O'8Q;[A0N,G! MY_\`@-X[&+?<*%QDX//_`,!O'8Q;[A0N,NDNK1KF)2*#5"(Q1K*R\I(+5D@+$8F&?_@-X[&+?<*%QETE>VMSOS0.,FZSUK[-KU?AFX[?9S:X//\`\!O'8Q;[ MA4:N,G!Y_P#@-X[&+?<*%QDX//\`\!O'8Q;[A0N,G!Y_^`WCL8M]PH7&3@\_ M_`;QV,6^X4+C)P>?_@-X[&+?<*%QDX//_P`!O'8Q;[A0N,G!Y_\`@-X[&+?< M*%QDX//_`,!O'8Q;[A0N,NDVF-LW+B5B_Q*NL4IJ106I6=:YP? MS5/6I`R[&J.MRKV$9M+7V@;[-]BU7XEF9CMJYL\'G_X#>.QBWW"HU<9.#S_\ M!O'8Q;[A0N,G!Y_^`WCL8M]PH7&3@\__``&\=C%ON%"XR<'G_P"`WCL8M]PH M7&3@\_\`P&\=C%ON%"XR<'G_`.`WCL8M]PH7&3@\_P#P&\=C%ON%"XR<'G_X M#>.QBWW"A<9=)N;?;')%X^G7CN4B@CKE:?P&W!(GW4L&[*C MMI?:%AV1BV+[%JL?+.TQ_P`_5S9X//\`\!O'8Q;[A4:N,G!Y_P#@-X[&+?<* M%QDX//\`\!O'8Q;[A0N,G!Y_^`WCL8M]PH7&3@\__`;QV,6^X4+C)P>?_@-X M[&+?<*%QDX//_P`!O'8Q;[A0N,G!Y_\`@-X[&+?<*%QDX//_`,!O'8Q;[A0N M,NDO,_-;FW]NB*]K M58Y9VF*ES:X//_P&\=C%ON%1JXR<'G_X#>.QBWW"A<9.#S_\!O'8Q;[A0N,G M!Y_^`WCL8M]PH7&3@\__``&\=C%ON%"XR<'G_P"`WCL8M]PH7&3@\_\`P&\= MC%ON%"XR<'G_`.`WCL8M]PH7&3@\_P#P&\=C%ON%"XRF33JP/H-06"AC978( M`YCQB(0A-RP(0A#-F2XA"%>S[VK7;;*==<0>*3ICY!\7=Y[/O:G;;)UUQ"F.TEZ9;"M:V",76]C;I1!H^ MS?\`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`.ZT/%<9>SL[45]FU6-MJGS*3KK<>$M^ M*3ICY!\7=Z#1O>IVV]I7KK@\4G3'R#XN[T&C>].VWM)UUP>*3ICY!\7=Z#1O M>G;;VDZZX/%)TQ\@^+N]!HWO3MM[2==<'BDZ8^0?%W>@T;WIVV]I.NN#Q2=, M?(/B[O0:-[T[;>TG77!XI.F/D'Q=WH-&]Z=MO:3KK@\4G3'R#XN[T&C>].VW MM)UUP>*3ICY!\7=Z#1O>G;;VDZZX1)EK2_IV:>+/WLPMCA![YY;AC0X=:Q9K M)Z\:UOOEUV@4;0BVZI5&YAVX+]`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`THTJ)-19A1A8K#+,+,`180!@%:U[7M>U[7M4[; M>TG77"6^!,4^`T7_`+(__?IVG*U&'__0]_%`H*4_[>WM;>K>@I3.IZ?K4%H4 M?;C]/UZW'"1\K2=U?0M_"J,3RLRGI"]M:K'#>%B4=._I>I>D<2D<2L)_5]+U MJL<0:_*RJ>IZ/K6I'#*R'=+[[^+:K\HM)G2OZ`O5%06PWJ^V_?H*$?W7WWKT M%(9T@>A?U:"=M*7S9._TIY:^/[[6-_V;TX^[9:LM%`H%`H%`H%`H(3QQ\Z&H M;\MH3^B2#59XU2.93944H%`H%`H%`H%!":#]HZ5?0G`/CWDNK_,?5/Z^R;*B ME`H%`H%`H%`H(3G7SR8)_P`3_BLDJQQ*3S";*BE`H%`H%`H%`H(3S5^:7Z;( M'^-:L?/T2?CZILJ*4"@4"@4"@4"@A/4C\PV6/R)>OP>]77]H^J;<2FRHI0*! M0*!0*!0*!0*#_]'W\4&E?.()]4RG1OFPO1>H4)]1061G/A5FTUH32%4VII0Q MGSA!$5C\0K9T,Q7P4MR*:SCB3;A6C+W*P3[E&`2NM7YX<8XQJVS8IQMH%QIH M'S=E',$PU1ZHLG'Y&'KRFH#,WP%GT\0R/27,^G"8N+3A23$Q:-EF(CBW)Z1- MYCJT]?$!;0*;N%E2*-5'FX^&RKSSJ&<'?,N-V+'&`<;..$I-K;:=!RR923)< MG2Y"FV3VP"N^8\@XNA3=!3T%\08C,9UP3')U6DJ'6Y15BR2!'&!3K3K%<^:8 ME%N=DSBZSS&4JE&GC%S1I3R[K,R#HUB&1&[,;JJR8I=XB\2I`DRR;"E,'(9[ MP$::'K>NBREQIQ)Y0K",+#04S1A=P>Y?'81-&)7#3FN&P!^0B1L<>L@7.)I/04#! M8`PI[2Y3;769FIPO>>N=GG&>=,>;%6F:-!C@PZ?]+30DRZR31Q(>HWJSU=OT M/1MN%X59$R!)6N&,(;)%+@[.I:P"E"O2=:B2A-N`0KV\>&HUJ8M,N4^TCVX0M;,$ M:EP$YN9(W3=A"(N``33@+\3AF-;CGS*[QGG+O$=D"8X9`#MJ$0T;5XF$Z1/F)\)ED>KS60Q MSO'>F/Q?<%.>K+(C9,\DB3M^:93;!L&P;&2V)"DFTJD2K'1$Z5R)RF+L:QA: M6]J/`(U()7938DRQ8;4ZZU,WX87)N];N2V1JVAY5@;MH&R@T=E"(2JQ-S,4DZQ&L3;HT/[K[[UZK"D,Z0 M/0OZM!.VE+YLG?Z4\M?']]K&_P"S>G'W;+5EHH%!HSS@F'(1FO`,@CKY$\83 MF?L[9)Y)A^+9;RM*,10];+T47=4CHO72&)JRW`SWCBBY*M9H)4^M+ MK+(]BXF0J%N2)CD%T7-*RRYN.='`;>P"`N-+2;HHM&XJYA[&F4+H!F:0/AA) MST!L0!>#DUK63FN@4I5G`PBP2R@V)&KL.X=@(;;6]NA;I57--4CF4V5%*!0*#S[8(S-G==DS1)J/=\_9'E@=9&KC5WA#(>$ M53RB58-BV.<>AU$)L?-N/(<-E*6QB0X^/P@FJP4"@4$)H/VCI5]"<`^/>2ZO\`,?5/Z^R;*BE`H,&R:PP:58[F\9R< M)$#'4ABSVR3B[B^*HR@O%G1O/1/@%L@1.#2L9DQC>>8$:@I4G&4&]Q!,#>VS M0<#=+F'8=*(ASA.E?)D*QD[2/%&JEHD^(]/+KG+(2?2S')!+,XII"(H)]XU/Q+H;S1LB/D_-U:95JN0R"4+V MN.S&'.CO)'"[NLN[P#)TW@KNV-KS=\D@WN)L#G'#4#$N&M.,6LJ9*>.Q8C+E M@L)MS+H]1"@4$)SKYY,$_P")_P`5DE6.)2>83944H%`H.1G.TN.3\28G:-2N M+/&IS68]EK"GP1C>(*,AM*V=9;SSC4]O7R7(\62Q89[>J(;T3 MXJ(+$4,E&1:QZFI+6OGPZW$'DJ225*8XI0G4%%GD'D&`-)/)-!8PHXDTNX@& M%&`%801!O>U[7V;567UH%`H(3S5^:7Z;('^-:L?/T2?CZILJ*4"@4'G&(U,Y MOS#SF&)+YYQIJ.PQI^>&;5'BW'V(95C270B+G05LA,=3.N?,B3>ZY&A5O[]= MS6[J-(=UG#F`".X5%U:Y894^6ZCKXY;+8_P`A2/)F,FW&CTT9.96"?">I2Z&ND?RWDU(SD*).T!1%(R`(D)J9:Z`, M$KNRD^8B7:.JR4"@A/4C\PV6/R)>OP>]77]H^J;<2FRHI0*!0:DZZG_.42TH MYOF&GF:Q/'>189CJ9S,F9RR*F34#(S1&*/J!0*!0*#__TO?Q0:^ZDM,6*-5T M&:<>Y>3S$UA8IS9(5A0DIYIJ M4=S0F7+W8HDPLL37#6V_-;:*T$>P-&(_C1_B"33A(9G*L8.D.RADZ,RE.]Y* M.:38FK(TJS5`U"W*65C\?0S+\N*6G2:4,F-KR\Z$-*>9.RD"AW3D-NY'W) M*L6``2B@AM)VGA`.DSF<].&G_&\&19*2/.78'3*:5 MY2Y/?L20I[E:V/8T=9:4^'6/<&Y(F9F<)WD&B.)X\ MC4;?-++9$X3FS$NFPO2W@I^RD9,9WCJ'XS/D4==W5.^PTA_2>_[TO)8K;HY& M#NM4&V"%0,TBYA0Y6&+\S?%HHP%S76`,.:1HAI5ER8R?)&C)K9G.5S-@$[8G M7R+-C9(TLF;YHU)8&^(%472,)CVJ)Q/#,;FYA0)BTJ++!N*;R7BZ.R$E(*MN; MB-M$8$Z]U%K64[!UD1'+,;3UIA<6XE+X))L?K\E9/ M<,=MD4R!(&F5S1K@\(53`<=@`WZ3,2)==4SD(UB10D+ND-3VM<-[$11&TRQX MOFQ=&2;'LTQRMQD[R-'D!?$W.33&69&R-)\I'.$`M;@`I;,HO4I63E@!"`VV MK:0@7)TI`+C!!R--+D>6(YG-,WH\FY(304O*L6ZULW3*^.2Y1P&->#1MR<1YH MT`AF[C8.S8`C`CO6+M.^U5?AF6#]%6GK3I,G_(6,XS)`S5_8C8@.2S3(^1,E M.S1"S7NTD,AL<69!E$D.88V:_``K.(37!=2H++&>(P18+A1$03M,^);/C^Z^ M^]>JRI#.D#T+^K03MI2^;)W^E/+7Q_?:QO\`LWIQ]VRU9:8Y+I=&(%&'R9S- M\;HU%8TW*'9]?790!*WMK>E!MSE"@X?I!``-A#,&*P`6$(5K7<,M?*7]XW.Z!M:&^Q8EJ@T830B,%N=BTX+V$:(`> MC5J929B&J^K"8.1+,$+9YX1&SEBPAM2/YUW5A> MT$+(3%J-,M2QDLU2:,X"UC,DZ)-9U+3#8@N MBR-%7<245U5EAJ#84!*N2(([JFKKP7%U?E5QC/>()D5"5$@2S)="%!B:3)HVJ<4:1.[C0#(-$#<1#LJ*(--(N:648,*ICX+C*7JBE! M">./G0U#?EM"?T20:K/&J1S*;*BE`H(AR%J!P9B5LF#SD_+^-\?M6/DT<5SA M?+YDP,":*$S`Q>3$_?TQR7)[-QTG-:U`6\HS:FK1$BL2$=[46I:/XDQ?S9T3 MSWCC-&*Y]CU;DW-9V1LA8%94.?'R4P14YY(Z^)RS-L%8K4S9RQY&GF?&H5A+ MLL9&U.UPJ2Z'FF_\.RMC/(5FN\&G\0EHGN)ML]9RX_(&MT.=8.\K MES8T3%O(2*3#ED6=7!M/)3.!81)3S"A6`,5[42F?T"@4$)H/VCI5]"<`^/>2 MZO\`,?5/Z^R;*BE!BTGFT3A@XZ5*7]N9#I=)6R'QA.M.VBE^D[QFQ1$)98E,0;URB+-57VI)MA`_S9FUO6:NO"1M%U$^6O MC`VQM(PXPG&-XUBS"*%J;7%JAK M&*.Q6(,S@XJ6:/%QF/-+*A2+6!V=4QJ9N,9TZA&L/#<"<0Q="G6?$4=HFYML M(RSZ'R"2R.&M+ZD42R(I&%?)(V8!0C>F=!)T0U[`N5MRXE,J"BL?1;+N, M81DEMQ].RG66GJ?>LMS;E7OR8$:;95DD6)+GAJ.T>*=#$F;<.KU92)#E&!+# MSUT(:T_6LJ95!"ASR8UF/>.VY.K*6#2GKITT`LI:"0#$8X$F%C(L.QI=QUE* M%`H%!">:OS2_39`_QK5CY^B3\?5-E12@H'5U;&)KG,5KW!>L4C+3I$2)*2,PTTP00%@#<0KVM:]Z#6V^HC7.*R`!1K+(%)*9M/-9&AR+-V2CU]DI=[`,Z/^:,VNHU MVFZA)VB.96;/F>=&./':%'Z@I3B8+V]Q>14&-9Z-F? ME+;$9NA2@2JQWN2A=B4]RQW."2*P)&LSQ!.T1S*S8?<-!VGB6H<)8#9L$8CD MF4/>64E1?$<+88N@EYLA:W=]BJUT=HUS$7Y3FRY^P[(0QPQIGC0H33":R;'437FEN"%LD\UAYB\E_8(^Z+T M25N>%28]I5`*&G-,)6&)C0IQFB+'8*IPEQ/RF"HI00GJ1^8;+'Y$O7X/>KK^ MT?5-N)3944H%!9)+)8[#8\]RV7/K/%XM&FI<^2*1R!R1L[&Q,K6F,6.3L[NK M@UK4&N4CSQI%S1(7Q]:WS5$H9V]X+?VY6UL2PX2RY00J&\.R,S<]KLV+4\T^V'3T$38(ZC.R7@H648=!YY&\6R M][4K#2T"Y(=8E>6H+)4;B6!(CUKP;<^'5U1T[^EZEZL<2YQQ*PG]7TO6JQQ! MK\K*IZGH^M:D<,K(=TOOOXMJORBTF=*_H"]45!;#>K[;]^@H1_=??>O04AG2 M!Z%_5H)VTI?-D[_2GEKX_OM8W_9O3C[MEJRTYO\`.1GN)\9TLQ@_=+0";:TL M`1K)]@;:Y"N*FO:UQ`W.@+6,+NTGN;<2<*Y@!`LH3D6Z8K6%O3^LTSM\?5A. MN;%T)1ZCM#N8BFHP60WG5!BV!*WTYQ<3@E1)K3REZ3,R)L&JNTHBS'92(\XT ML@)YP[!L,=P@`$+6?^=H^*3:/.L_-M2,YS2$XTFO.Q0?,2DE/D/-L4QYQ*-S MFVF&NF0FQ;"W)CB"*%F%(EGOKP8DJE$`PHK8&6>F$+9L,DT9.HN8TKA)\3O? MRCA(\M6`F;7ECK4RXD->4H5+ID\M.G=="')HB=SD8Q*%S9 MD\Y$4<678)@5J(Q3>W^KC-#>>LZ\6EUVOFE1G3!ZK'.+L2":7O*BC/(=-49R M[F^"-KTUMT>QY#\3:?R,2O\`+7`TN-KY.Q31_AX1PQJ%928DZ^$I7B*N-*+; MHFYG%DQXC-)"UCKC/2F6N,5C;A!(BMI_P!A9F]?'Q+OA7)T*"$\-4CF4V5%*!0>9N[X1'Y"#/66&N0O\"Q/S\&IUYU#.8&E\D` M85'6K$L^Q%IRG4O:VQO&KG[ M+;FX1U)'CF=R3LCLZ.Q1"X#(64`ORZJ1K)3AD'4'S/LWCL/28X5/R?79BYYC M<.1N2"'NVGW'6/7%E9))'TCDVMCBFQ3+IICB!R&-$K"P')T#NA#<(AB&.F&? MC9VZJLE`H(30?M'2KZ$X!\>\EU?YCZI_7V3944H.;66E*]QYS?2@R/6R.+L6 M$,QRF'D*/8)>':\M6R2!4EL(5@+')-%2D]MKL"$048(=MC;7O6X_39B?WU<^ M,>X6R=&]5&GW1O!IO`,BXVTP9H=M03!/^)_Q6258XE)YA-E12@4' M'G56Z23Q]UZ97"W/)S7%>:BU;3'#>+P#-3I,@Y54Y'QRRSZ-LBI*8%<5+WN) M!8F@H:;84%(G<_:7V!BV(U''W<8='\80IF67*7')F;,[N,!TE:*8_B+*F-L7 MF89GN%]1,$G,CC6,="<72Y/Q_*H!-G0;SD+_`%AX>VAQ6-3.68J2/&.IS`QG/I02'LUG;#'@D M-@!"2ZC1$"<"@A*$,L(2U=QVM8(KAML="][57->*!00GFK\TOTV0/\:U8^?H MD_'U3944H.<7.LN;PW:-9B0WJ#DC.]S+&C!-EA)@D]B(:Z35H*=`J5P1EB0( MEJH*=,<9M@V$6=U]Z?LQO^LM1^<3@4IQ#.9K,,0R+'SU)=7>(F[3* M1@9]BL@D$_=DZ8"1B$XX?+8%Q*)K+;&=20,XUP+`WH5!81_YX\X@)=TFXJ?B M;3:*N8^6K6K>*/.-Y#%\82W*[=@N18SYM5AQDOESR@7OJ'499"L(N\X99#`! MZU0M@70D\@A4D*&YA'[(=C"]KN>M?-S5^4GQXNO"3<]XX:UF'<&RW%Q65(AF M.::>X#EYXPM'7Y**-0&&:<<,KV9/DM?=;''";(I&VQ)T.C\6+$L3E+7]:D/& M$1R,X)LB?,WQ9,>(F.60Y-S.AGG-M9`(AT8AT5<=-$^TU(<*/6)7]=*XPHD9 MRW%#;PN;$;J=/8HWRY<@>@;41]G,LT0C!#,&&R(K>/\`5F;UGQP]`2$: MHQ$D,7$@3+3$J<:Q.4.QI9"H10!*"2S;7O8P!1U[AL+9Z-K;-=#5O%L7Z96,'77`&8\X%HFBF9`$DD&H ME&-'+-\?/&WOPSU:,":..\X1,:12'`Z<,$,-8F:&XOACFL( M<'=6X-XW*3+KFC.-3MX3;SY7S&J%=!KD]8;UR7"F8)ID.(ZD4D'081E^9E:D MC,2;3P7BF80U%EI@C\+QC"<8M\>D+)HV@9;Z(29$YF1]=$;.5P.Q"D3J6>'3 M#FEU+P;I`"@/$`R&QS4#JKB6(!@-/."#$$5U&9+880A)&H+`(+8RI4!B%O`& MXRRVU*G`"]@AL`*$VY=+JK)0*!0?_]3W\4"@I3_M[>UMZMZ"E,ZGI^M06A1] MN/T_7K<<)'RM)W5]"W\*HQ/*S*>D+VUJL<-X6)1T[^EZEZ1Q*1Q*PG]7TO6J MQQ!K\K*IZGH^M:D<,K(=TOOOXMJORBTF=*_H"]45!;#>K[;]^@H1_=??>O04 MAG2!Z%_5H)VTI?-D[_2GEKX_OM8W_9O3C[MEJRTC',.(H9G/'K[C6>)59[$^ M!2G%K&M5[WOK"\-BLEQ9)''7.Q9PFQ^8G-,6H3';08+#!M3`&%"&6*Q,Q-PD MQ$Q4L^`VIA)VXI<`#F]NA M0%K.T.2AN5N+6W+U30INL:5*U"F5*&M6(%RQ*FXX\HPQ$I$7?:W&7<(KAZ&S ML4"S.T67*W2S6W6@BN:8*@<\>\4.3XE4!9L.RA5.(K"F[K1!#CYG9*-*PR1W:"$EK+%T1$J M5'MH0C++*5JA'#",00;6Q,Q?^I7"9:BE!">./G0U#?EM"?T20:K/&J1S*;*B ME`H,(CV.(3%);/9S'&!.T2C*"N/N,^<4:A<`J3.D69"HTRO"]L$J$U!>T\=2 MIT!BTH@M4J1HTI)YAA:5,$H,WH,)'CF%&9%)RRRDOCRE2GN1B0DD]RN@1!5#.`A1A('^,VH%`H(30?M'2K MZ$X!\>\EU?YCZI_7V3944H(JR%AV(Y(D>,9B[V<&^78AEEY7"9&S*K(W)#=< MFLVR>/J!B+.+5QN8L=Q(G%,,.P:7M!AN`TLL8;$U:3%TDPE&D3G*U)"5,0H7 MF%G+CR2"BSEIQ)!24DU6:`(1J#"DI("PB'>]PE@"&W0M:U15KM%HR$^RH,<8 M@J0FV4!46:&^Q]C[#W2QUCK)]TL;8SV6VV=G9Z/3I8XKQG#/-/4[2UA`++` M"UOQ7PE>;2S44H(3G7SR8)_Q/^*R2K'$I/,)LJ*4"@PB0XWA$JEN/YX_1Y(O MF.+5TB<(%(MU5I7./F2V.K(K)DA1Z)0GZ^9WUF6;"E`JL>A-4IDJJY772)(< M0&;T&$SO',*R:VM3+/6!-)V9FE,:FB)G<3EEVDR2PYU3OT6<'-M(4DHGL#$_ MHTZ],G6@4)BUZ4A18O=B"1@#-J!0*"$\U?FE^FR!_C6K'S]$GX^J;*BE!AN0 MH!$LJ0B48ZG;02_1"8LZMC?VH\1I052%8#:BN4>0,M0D5IS+!-(/*$`T@X`3 M`"",-KV1->8)B_$OM$H@CBL9AD>,6+I(JA49:HRBE$CNE729P+;FI"U*71R< M2DR8(G1Z"@`:M&2`H!QM[WVEK;%K!=W-B9'JZ2[RSM3M=`HLK0WAMP;46QU:#[V:VVSD-YLW(;/!B$MK&[62)[.0VTI08K*; MAKMSZZ$A+5'#,"3<>YV,'<5K;-[WH(DGN!8!D4S'29]1&IXQC>4F"842OP>]77]H^J;<2FRHI0*#",D8WA&7H-)<:Y'CR24PF7MPFM_8U MAJM,%4GW4I2G/2KVY0C=&ET;5RGZU!:%'VX_3]> MMQPD?*TG=7T+?PJC$\K,IZ0O;6JQPWA8E'3OZ7J7I'$I'$K"?U?2]:K'$&OR MLJGJ>CZUJ1PRLAW2^^_BVJ_*+29TK^@+U14%L-ZOMOWZ"A']U]]Z]!2&=('H M7]6@G;2E\V3O]*>6OC^^UC?]F]./NV6K+10*!0*!0*!0*"$\-4CF4V5%*!0*!0*!0*!00F@_:.E7T)P#X]Y+J_S'U3^OLFRHI0*!0*! M0*!0*"$YU\\F"?\`$_XK)*L<2D\PFRHI0*!0*!0*!0*"$\U?FE^FR!_C6K'S M]$GX^J;*BE`H%`H%`H%`H(3U(_,-EC\B7K\'O5U_:/JFW$ILJ*4"@4"@4"@4 M"@4"@__6]QGBTZ<>0#"?@J@G:&KVV]I3KKB#Q:=./(!A/P503M#3MM[2==<0 MICM-6G.PK;&`<*6]C;I8K@MNK?\`L&G;;VDZZXA3#TV:=;;&Q@/"MNG^:R#? MN?V%3MM[2==<0M9^G#3Q88[6P-ABVQL[&QBZ#V]1CK<3-HR58F:Y:J M,0LQ^GW`MKWV,(XAMTNEC:&6ZE_L,M(F:YE(B*GPLIV`L%6V=C"N);>ACB'6 M^Q_8U6)FH\D1'GPM"C`^#@[&UPSBBW1ZF.XA;J?N,](F:Y9J,+.;@S"5K=## MN++>RZF/HE;[FW]D5;F^2HPM8\(86ML[&(<7VZ`O[@13[(O[)IVWM*]=<0>+3IQY`,)^"J"=H:=MO:3KKB#Q:= M./(!A/P503M#3MM[2==<0>+3IQY`,)^"J"=H:=MO:3KKB#Q:=./(!A/P503M M#3MM[2==<0>+3IQY`,)^"J"=H:=MO:3KKB#Q:=./(!A/P503M#3MM[2==<0> M+3IQY`,)^"J"=H:=MO:3KKB#Q:=./(!A/P503M#3MM[2==<0B!%I[P&//DE9 MA8/Q`)H(Q!"',AJ%C2&7;27)7,\@I53@4ANRW2EKE*5$268;8-C!EE`#>][! M#:VNVW6/,\I47Q'"7_%ITX\@&$_!5!.T-9[;>TKUUQ!XM.G'D`PGX*H)VAIV MV]I.NN(/%ITX\@&$_!5!.T-.VWM)UUQ!XM.G'D`PGX*H)VAIVV]I.NN(/%IT MX\@&$_!5!.T-.VWM)UUQ!XM.G'D`PGX*H)VAIVV]I.NN(/%ITX\@&$_!5!.T M-.VWM)UUQ!XM.G'D`PGX*H)VAIVV]I.NN(/%ITX\@&$_!5!.T-.VWM)UUQ"( M)EI[P&ERQAAN38/Q`G;W3C%]\T!&-(82B<>L8VE/1=?I2V4)"SK,\5QE;H$6 MYCOLAV+UJ-MJGS*3$7'B$O\`BTZ<>0#"?@J@G:&L]MO:5ZZX@\6G3CR`83\% M4$[0T[;>TG77$'BTZ<>0#"?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG7 M7$'BTZ<>0#"?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG77$'BTZ<>0#" M?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG77$'BTZ<>0#"?@J@G:&G;;V MDZZXA$&7=/>`VWBP][L'X@;_`'PR_"FQ?UEC2&)>O6U5[Y==-ZO<&4OKE"IW M,.Z%#VQ8]K;9M?8K4;;>?,\),1X\1RE_Q:=./(!A/P503M#6>VWM*]=<0>+3 MIQY`,)^"J"=H:=MO:3KKB#Q:=./(!A/P503M#3MM[2==<0>+3IQY`,)^"J"= MH:=MO:3KKB#Q:=./(!A/P503M#3MM[2==<0>+3IQY`,)^"J"=H:=MO:3KKB# MQ:=./(!A/P503M#3MM[2==<0>+3IQY`,)^"J"=H:=MO:3KKB#Q:=./(!A/P5 M03M#3MM[2==<0B#/VGO`;-A7)KJSX/Q`U.B"(.ZE"Y-N-(8A7HE)9%[EJ$BQ M*RE*$QY=^B$8!!%:_2O6M=MKCS*3$5/B$O\`BTZ<>0#"?@J@G:&L]MO:5ZZX M@\6G3CR`83\%4$[0T[;>TG77$'BTZ<>0#"?@J@G:&G;;VDZZX@\6G3CR`83\ M%4$[0T[;>TG77$'BTZ<>0#"?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG M77$'BTZ<>0#"?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG77$'BTZ<>0# M"?@J@G:&G;;VDZZX@\6G3CR`83\%4$[0T[;>TG77$,VXM,<%+G) M48?_U_?Q0*"E/^WM[6WJWH*4SJ>GZU!:%'VX_3]>MQPD?*TG=7T+?PJC$\K, MIZ0O;6JQPWA8E'3OZ7J7I'$I'$K"?U?2]:K'$&ORLJGJ>CZUJ1PRLAW2^^_B MVJ_*+29TK^@+U14%L-ZOMOWZ"A']U]]Z]!2&=('H7]6@G;2E\V3O]*>6OC^^ MUC?]F]./NV6K+10*!0*!0*!0*"$\-4CF4V5%*!0*!0* M!0*!00F@_:.E7T)P#X]Y+J_S'U3^OLFRHI0*!0*!0*!0*"$YU\\F"?\`$_XK M)*L<2D\PFRHI0*!0*!0*!0*"$\U?FE^FR!_C6K'S]$GX^J;*BE`H%`H%`H%` MH(3U(_,-EC\B7K\'O5U_:/JFW$ILJ*4"@4"@4"@4"@4"@__0]_%`H*4_[>WM M;>K>@I3.IZ?K4%H4?;C]/UZW'"1\K2=U?0M_"J,3RLRGI"]M:K'#>%B4=._I M>I>D<2D<2L)_5]+UJL<0:_*RJ>IZ/K6I'#*R'=+[[^+:K\HM)G2OZ`O5%06P MWJ^V_?H*$?W7WWKT%(9T@>A?U:"=M*7S9._TIY:^/[[6-_V;TX^[9:LM%`H- M%.<+Q)CS,NGN11B4P[!D]GJ%"_O>%HSJ"G:_'\#,R`1''1`-X,>6K=7$#C'8 M\Y+%J0915[IEA))V[HA`"N3EB[<1'%JP?J&P#S7C#$W"3O.N7..'-.B]#J0R M)/'YOG^G?!&GE^:'O+F<;6X9N#1&'27NKP@B"*VR$016V;""*U]FU[=.JP_J@4"@A/''SH: MAORVA/Z)(-5GC5(YE-E12@4"@\_&",SY_79-T4:C'W4%/Y>3K*U=:M,)3O!Y MCBTG8/B&,L=I-0B7'C3`(J!F+7Q^38_681;S%KM948N<5"I:6M-.`,%PQN8C MS&'H'JL%`H%!":#]HZ5?0G`/CWDNK_,?5/Z^R;*BE`H(4U'LF'I#@G*K9J"< M0-&$;PUV<,IN)TH?H:D2PAE*L\OXW&11ER:'M$TB0H!!5EDJ`]=);F$#"86: M,L18Y\*M*=L\Z-NO8+)<+Z?L29=URMVI+!V`\V.,F=\?03`1.-G>*03' M#O!HID2'.S>^98+:QS(Z--SZU$H"UX[6$$U.<5>-3/GSAU;YKO(Q63M%>,GD MB#P6`EL$ARUCR[5BM4_K\4.ZC&V79Q"%TPQBNE+D]/ZF$3)>QFN2.RI8L,(Z MX$3NYUBK&BL,[83944H%`H.0G.0@RC%9 MMAIWP?J3SRP:C,P3W&6+].6GN'O,12XA7K([,RI=G/)638LHB:MPE<(8<0]= M&/)[FJ/3H-Q3%)]R.6E[6-1\^/#KW59*!0*"$\U?FE^FR!_C6K'S]$GX^J;* MBE`H%!YO]4KZQZ3=>(\YZ?V3&Z5?.-,7.'RU*EQ-/':9S;/&H_&.,S\N.;1J M7AZLPQ"RQ.%O<*7I6$YL$XJ$[P=[WG=8%W3I#(W'F*E-/-`9,FD;<'?3=DXO M'<^R/.\&8]UQ3#4)CG*[_E5;DB2YJKK^T?5-N)3944H%`H-3-)>8-O3FF[L>0I`7UN:6*ORSG2K)7Z::7]-\QE+HI>Y/+,"X?DLC>EH@B6. M[\^X]CKH[NBL0`@`)2O<%1AIE[6M:XQWV+6HD\RGJ@4"@4"@_]'W\4'(KGMI M#/;Z'SL+XE7*&[+FJ_.>"-,N,5:1W,8E);#SKI^Q['78XT@ M*O,.CB!8T?LVN*)%<5DY38=.LD3,95@6L>$!^Y'!V21"%&ZJH_UD&`\`'ND& MUZ:>'3*6..;;.>=.&D9S9\02/+^056$\HD/$@T38.Q`U:=LBYRUA2G2]F" M/Z:G&8:EH<9&8XP0J:ZF\UX()83I/(YE#U6+E3>C/9$Y=ST);H:4*UK@NLO; M\4E3VN9\.Y/-/:F'?4WHIQPYS@U>',F(#7#`.<6]Z2N*"1(\DXKNG9%"Z1-S MPD;G9"]RB.7;GA62H3)S25*\PH181%B#:PY;Q6TX=$5/2%[:U:CA<+$HZ=_2 M]2](XE(XE83^KZ7K58X@U^5E4]3T?6M2.&5D.Z7WW\6U7Y1:3.E?T!>J*@MA MO5]M^_04(_NOOO7H*0SI`]"_JT$[:4OFR=_I3RU\?WVL;_LWIQ]VRU9:8Q-) MI%,=Q1^G$X?FZ,1*,-Q[L_/SL?9.A;D*>UMN::/8$,PPP8@EE%%A&:<:,)98 M1#$$-W)PL,JRWC>$*X&WRV7M+"YY.?F^,0%JH?DUV9C;BR[BW'8!86PC69X@G>O'9MBBU)X`)R>U8&;)ZR6GY[6VGM$;;&Q MW$RV1+(R.5LS>EDZ-J%"2%RV'IKN"1OLO"J.;P[L44(K8%3K-77@[1=7Y7** M:C,+S8B`JHW.$BQ)E-TES-CE8J:G]G131R@IIY4D31]6]-+>F<.M^M3C$PP" MN6XD$&FHQ'E%F#"J?/@N$V5%*"$\-4CF4V5%*!00IDC M4A@3$#7-7G)N7H!"F_'/!8$X-?)(W)CHTJG`E(86VN:.QPUI;S+;I1W;4(2Q M+%UMBY)8["#>Y:F6A^&X9S7D8SMC+-.),E1!?/\`-JG)N1L%,Z;.%_ZJOAT/@^ M9<59*]Y+0/($6E)DEA3?DF.IVIU3'*WW'KJXJ6ELG#0C$("IQB;@XI!%$N!( M!I3+B!<([A-+N.LI,H%`H(30?M'2KZ$X!\>\EU?YCZI_7V3944H,/ED^AT&- MBY$L?T3,IFLI:X5$TBC=C5C_`"AXW6Z%H;4B4H]2H.$2G-.-'8&Y)TY1AQP@ M%%C&%5ETUH5ZD=%>H:52#2T^RO&N67%\.%[W/[>4^P#5;H\:L;2E1C69Q2/XPP:WL#6Y-47A$BCC%&F5U< M#H_$R(7%D45;[O[`[NB0:)K%'TJQ(J/!N2>XQ;`:O6?$4G:)N;;%L>1H5(Y5 M(X.TOI)TPB*!@=9%&5*9>V/38URA%=YI4:@Y`O*`,&[%!&66I*-3F7 M`>486&5\K;-J@4$)SKYY,$_XG_%9)5CB4GF$V5%*!08!D'*N-,3M@'G)L\B< M#:S44G<25LK?6YD)4(85$'V?R]4FNO/)$I)C,(B[B[+KEV%ULWHCCQ[4LL0K M"KQXY2U"2J0(FO$$Z8U M9EI'+9$A)56(*,4.)W6A9EC+$$V!/#7_`%$53J"R9[P6I+2MK3EN%N9:=1B] M@3N%Y8C<4ZUTRXU)W'%#8&0G*C4;L_9$:E"=2V%64&JG`M8F,`$5E1%S:E2F MJB%`H(3S5^:7Z;('^-:L?/T2?CZILJ*4%K>WIHC;,ZR&0.2)F8F)N6N[R[N2 M@I(WM;6W)S%:]P7*CA`*3I$B4D1A@Q7L$(0WO>@UAGFN?2EC$4(!.,PM#$;D M2*LDXBQ`F*7N"DV(2,M.:QR)[3-4>7*(BU.0%(=S-=PH;;-A6OL7`.P=1KM- MU#,[:QS*))-E#FT]+66725.;9IZQ/F?(\?+E;Y.XIB%K2S2=1R8*SUEGAXGT M(A2E=)44B6(AGC$>N.ZX&"Q@MG9"*\C69XA9WB/$RN>`,M\WA#)`W1'32@PM MCAYS:K1.MTV+,/6QJAFSR+A-9CX6.S'!X\S<)W,EF=#6I.[GE."].`PU(`TH MRPQNLQYH[Q-1;8Z/ZC,+2DF*JF2=(E#?.9M)L=0MW4MKZV,DLF<1$O+>F6./ MCHU(FAZ%NK4J`C/3GF)G(:4X*,P\10[!5."X\>4V5%*"$]2/S#98_(EZ_![U M=?VCZIMQ*;*BE`H+#*93&H1''R83)_9XM%(RUK7R1220.*5I9&-G;2!JE[FZ MN:XTA&A0HTY8AF&F#"``;;-[T&MLOU`:1LKRS)FC>1YJQNXY!?(;,HG/<4@F MR-JE@X\X0XQ1-6Q,(M6E/L[-,+>>O5Q*0T2YL1&64G!*+M8=BU/-/XPCJ!TE M`QMB^(X8R["GZ"M+2JQECPEID![\<)LP_CIMD+@F,4&=<.)B9AQP%O]KVO1%XH%`H%!__]+W\4&./T/B4J/C MZJ41:.215$WQ-)XJI?F1L>#XS)49*A,DD,?.<$J@QF?$J=6:66K37+4``:,( M1VL*]KA@3Q@C![PE1-SMAK%+HWMRF>KV]`XX\B*U&@7954.:K*"U&E4LYI"5 M7DA2\+#'\P`0C>!JCA*[G7-'<1;G*USC3U@'))2+["F)() MP%3O*2$\#<<0Z,<#DLB#M)`FBOO(S(>#R=]!:UE@$FXA56ML&6%6XX9N9NY9 M"TPV(1==(W.,Q2-QURE[K[^RUP8F)K:%TH?+EA3W>9$K;TJ=0]NMTX`@ZX4B M-.VEK!VVQ;8J,RJU/2%[:U6.&L+$HZ=_2]2](XE(XE83^KZ7K58X@U^5E4]3 MT?6M2.&5D.Z7WW\6U7Y1:3.E?T!>J*@MAO5]M^_04(_NOOO7H*0SI`]"_JT$ M[:4OFR=_I3RU\?WVL;_LWIQ]VRU9:Q*=FT`E.M?`+)DRVP*Z M=3&1N[@N+0NMO9EV9C5Z(!IEQ@N'K@@BVVM>]@CWI_6:9WXCZL1URXRA"+43 MH?RZ0QEVR&^ZI,50=PDABI:*,Z66.R)E2I35(V]"FNYK1GFB)*`8H'8&Z MB'8LNP6LSUVCXI-HB]9^;:C9OFL2Q;.^=6QWE>YH,D:@XYC\K!C:I87%_-.1)/%K"A3884I&F+#UXN$EN:FL;=$W,XLF* MC_:2GE7-2W*6AN+O3-'X?&9!@_5IA>!84>C/?8! M#:U2%8UF!VZFPE"$?L_9&%DR(K:?]A9F]?\`8EWTKDZ%!">./G0U#?EM"?T2 M0:K/&J1S*;*BE`H/-(E5*8Y)@9TR)$I;*XCA[GW=4$HU!'M40E4T<(A'2L1S M[%^G3(K_`!B+M+P\JX]`XL^08Q`M(2GA0)SDIMMKMS+VC?\`G^-9LF:>G6H-CUR9F.4,S*]I4[TRXJG,M@V.I(R(5^P>B*=&XH>W,#<=,,_& MSMK59*!00F@_:.E7T)P#X]Y+J_S'U3^OLFRHI0VX_3;ZL3^\?1H M1`L"Y*8=4N!M(>/9W'\B8BTK9G<=0,HDC7"5K0_8S1NCB;(66!SV:J5RILD4 MDDI*PU.!*C*"?'/FGPF!.K&?BUPLWK&">Y66R!*V-S@ZEI7)"%8(+ENR,T!%C"+W) M$>.I$3&NUP3-[1Y:R9,C<7T\9>13/$*E3*,%89R.S8O`_9]E2Q=C0C+V/8GD MF>L,2;!QAD:'%9%,,B7*D+6%8<8I62]X!=QQ.1*#5I<29.;WS:^XSLMN25'@3=9G[#C9E=UPBO<+Y7^9^K3QBB2C-.$=0FOW)D5RVAS%G',L0%I#BL'*'&\PPR M!8:FKACO2A!&TJ1QR5H(GQFS-Y=)1)S')K4-:%+*#EBTH);>`TB-<3$-/(>* M7XNYJ+71IPE,`!$UV!L5)WICG+$VY(128S4#&\KS/&^/(RY+Y>0L->Y?'W'! M<,^%YVB7J8C@W8R/,)C\#=:7NJ/1K+R49QJ9E=IKC!FFRDI08C`5#G"G[,;_K+4_G%L?%B/367@0^#+Y+*9&E M;R$C.N=,=K&UQ1MT70M,75`LI.6%72HQ[)@;#,-+NGNDQ,5/$)M%3-?*6]0; M9-(YI^TB\W!1F*7`O3HU3TM`>84:8C'>[69GGA-HB. M.4:9*S.9D7FU,F)H\P0F.*L`S_3DSX0D&'37I;#UCT:XXJ?T":-+7].-T-FD M+*DB]O=AWO88W`D8A;`C!@O8BMX_TF;TG_'H*0B5C1)!KRRBEXDJ<2TI.*XR M"E8B@74EDB%>XA%`.N*P;WO>][6M7)T55!">I'YALL?D2]?@]ZNO[1]4VXE- ME12@4',_G1CG,.+-,R$>Z\7KSS@>B%HS+MKDA:Q8W4YVC9@29&-4>G2%QM5/ MB&(I;*II$&C(A#DP0Z.8WB13 M@SZ2H7>2(UR9.[JFMZB2-;N#DVC->2SYAT8YIHQV%I$$E.VO`UJU#:KV;$5@ M7.$27B)IU(9,0PA,@,4`":-D0I"3"&WV1A86TI.$L6YA`$*$VY=+:K)0*!0? M_]/W\4"@I3_M[>UMZMZ"E,ZGI^M06A1]N/T_7K<<)'RM)W5]"W\*HQ/*S*>D M+VUJL<-X6)1T[^EZEZ1Q*1Q*PG]7TO6JQQ!K\K*IZGH^M:D<,K(=TOOOXMJO MRBTF=*_H"]45!;#>K[;]^@H1_=??>O04AG2!Z%_5H)VTI?-D[_2GEKX_OM8W M_9O3C[MEJRTCC+6*87FW'\@QK/D!R^.2$DBQHT2HUO=6MQ0*B7!G?F-S(V#V MQ\8W1*4J2'@V=S.*#M@B!<0!6)J;A)B_"0$Q-TZ9.G$>>I$0043=2I$`2E1< MHL(+GJ!%@*+$>;<.V'<(0VN*]]BUK="HK^3D:10U[VZ%Z`>C2*3$YRE*F4&HS+G)#3R"C3$IUP[6YJ< M9@1"(,N&^QM@WM?8H/\`0)$I:@Y8!,G`K4`+*/5`)+"H/+)VVXEG'V#8TP!6 MWOM;7O>P=F^QTZ"+YEA>#3Q^Q<]R)&J/38@DRF:P^+ICB4D3#,;H34#/)W1E M*36`O=XJ4K4C:Q7&$M*>J,.V@C;%B+L3,7_J5=)8J*4$)XX^=#4-^6T)_1)! MJL\:I',ILJ*4"@PMBQW"XQ+)Q.8^P)&B49*-CRF=N:(Q42&3KXLUB8V-VP;VE8]R1#7!)"K4HTJ4@XPPI(E`2&:4&$BQS"1Y%+RT;'D1V12(:+'J25 M*!*5"]NAISUPB6L+46>>8C:DSJ]%DGKA)BBC5XDB6R@9H4B8)09M0*!00F@_ M:.E7T)P#X]Y+J_S'U3^OLFRHI01?/\0P[(\@QI+7TE>EE6(Y;PP@\B9EEF]V M;%*I$:TO[,:IW$ZRJ-2UD/&B=$8@[121<-[7`:648"Q-6DQ=)-`466(T0"P` M$<.QIP@`"$1IEBRR;&&WM:US!V)*"'9OLWVH;6Z5K5%4Y:!"2K4+RD20IUK6M:W2H/G=J:[I!M]VU!=`89V$9N99)9=OQ7PE M>;2E44H(3G7SR8)_Q/\`BLDJQQ*3S";*BE`H,.?L?PZ3R:"S-]84B^4XT<7Q MU@SX(:DA?'U1URA=V)T,*/2J+&I3#`$GW+W=,G-*#,:#"9U MCF$Y-;F=GGL>12AH8I9%YRW-+F-2-L#*H2\)I%$G98@*/*2.@X](4*=P2E*@ M'$%+DQ"BP-V)*&`,VH%`H(3S5^:7Z;('^-:L?/T2?CZILJ*4&(SZ"17)\+D^ M/9PT$/L2F#,M87YJ4[8(%;>N*N498LTL03DRHD5[&$G%B":0<`)@!!&$-[(F MO,'/*IB4721"+Q2+)UKF\E1&.-$;1/4A4E.,A<$[.VI&P+@[N0$Z8*MV<2T8 M3%1H"R@G'7$+:AM>UK!DM!\+)DUE(EEDY%E8B`)A*K%%]7+C%R0G=2R.OMJ<:`VX`6#8F8M)BZ2U44H(3U(_,-EC\B7K M\'O5U_:/JFW$ILJ*4"@Q"?0&&Y2ADCQ[D&/-\JADM;#FA_87,!@DJY$=<([7 M":082J1+$IY8#DRI.84I2*2RSB3"S2P#"&7T%"Z-R9X;'%I6"5A1NB%6W*Q( M'!P:5P4RU.8F/$B=6E2B=&Q78HV^YJ$QQ*@D>P,L81VL*P6:%0J)XXB$:@,# MCS7$X9#F1NCD7C3(E+1-+(QM*4M&W-J!*5:P2DZ9,4$-NF*^QLWO>][WN&3T M"@4"@__4][O"6.=T#)V50>[U:G`<)8YW0,G95![O2IP*4Z2QS;V_I]D^UM_6 MJ'[-_P"7J"F,DL=Z']/LO5_K5#^Y_+T+C*T'R./;K'#<+&HD##LW_ M`*;:.I_62+[%_P"6I'$LQQ*Q'O[%T?Z::>R2/]S^6JQQ!K\K,I?F/H?TRT]/ MX11_8_TU6.(964Y]9-C_`.\-7VWP@D_R;?RU!:!OC+T?Z8:^D+^L$GV1?RU4 M6TU[9NC_`$NV?;7_`.WI?W?Y6H*(;TS>R_I9L^Z_[>E_=_E:"D,>F?8#_2S9 MTK_]O2_9_P!+5$YZ6']B3XT=P'O;02.^4U[7Z5[=*N>_[-:\?=LCPFC?=`R=E4&^*RU<9.$T;[H&3LJ@WQ0N,G":-]T# M)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?=`R=E4&^*%QDX31ON@9.RJ#?%"XR<) MHWW0,G95!OBA<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&4+8ZD+`#)NH(P; MXS@`=-(4(D8G-$$!H0XG@Y8A%BN?:PPA,#<-[VV=B]KVZ=6>-4B?,IIX31ON M@9.RJ#?%1;C)PFC?=`R=E4&^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95!OBA<9 M.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?=`R=E4& M^*%QDX31ON@9.RJ#?%"XRA9#(6"VHF4G7?&>Q(L+0(H)OOFBW(1H)SD@8B[& M;OM;C"$=KWML[-K7M]FK_,?5+\_9-/":-]T#)V50;XJ+<9.$T;[H&3LJ@WQ0 MN,G":-]T#)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?=`R=E4&^*%QDX31ON@9.R MJ#?%"XR<)HWW0,G95!OBA<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&4+3B0 ML`\PX-,"^,XBRN,S=3`N:*X"]TBZ0(-T'8^X0;<5MBVSL;-ZU'$I,Q<>4T\) MHWW0,G95!OBLK<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&3A-&^Z!D[*H-\ M4+C)PFC?=`R=E4&^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95!OBA<9.$T;[H&3 MLJ@WQ0N,G":-]T#)V50;XH7&4+9GD+`;Q4;F^,YFYYI@IIFTC>_0M6H^?HDS'CS\IIX31ON@9.RJ#?%96XR<)HWW0,G95!OBA<9 M.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&3A-&^Z!D[*H-\4+C)PFC?=`R=E4& M^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95!OBA<9.$T;[H&3LJ@WQ0N,H6U&2%@ M.P5E4HE\9S33(6\A++*$T;[H M&3LJ@WQ46XR<)HWW0,G95!OBA<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&3 MA-&^Z!D[*H-\4+C)PFC?=`R=E4&^*%QDX31ON@9.RJ#?%"XR<)HWW0,G95!O MBA<9.$T;[H&3LJ@WQ0N,G":-]T#)V50;XH7&5;[YMOP@A_\`FT_NE6IPK__5 M]T_$?A7D@Q=X/XGVIJ]MLRE1@XC\*\D&+O!_$^U-.VV9*C"F.PAA:PK;&(<7 MV]C;I0"*6ZM_[)IE`HK;\55J)G*1$>?"UG87P[;9V,3XTMT+=*"1:W5_P"ZJ3,Y9F(O MA:5&&L06VVQBG&UO96Z4&C%OQ75B9KEJHJ/"R*,/8CM>^QBW'-NETH1&;=2_ M]F5(F:Y2(BI\+(?B+$]MG8QACRWH0J-_N?V95B9J/)K$>?"SJ,2XJML;&,\? M6Z/4ADR_X M>0;J_P!TF#M?2YR5&%,9C+&UMKL8]@]NA?\`NFP_9_V"ER5&$UZ8\18G=LDZ1,$Y2VF&!3I4Y82RP6OM0`#8(;6M; M8K&TS?+6L17#8CB/PKR08N\'\3[4UGMMF6JC!Q'X5Y(,7>#^)]J:=MLR5&#B M/PKR08N\'\3[4T[;9DJ,'$?A7D@Q=X/XGVIIVVS)48.(_"O)!B[P?Q/M33MM MF2HP<1^%>2#%W@_B?:FG;;,E1@XC\*\D&+O!_$^U-.VV9*C!Q'X5Y(,7>#^) M]J:=MLR5&#B/PKR08N\'\3[4T[;9DJ,(=Q]AW$2G)&>4JG%F.%"5NF,.(;TQ M\'C)I"`@_%D+6'DHB3&L1:4HY6H,-&$%@V$8,0K^RO>]69FM?,I$1<^$Q<1^ M%>2#%W@_B?:FIVVS*U&#B/PKR08N\'\3[4T[;9DJ,'$?A7D@Q=X/XGVIIVVS M)48.(_"O)!B[P?Q/M33MMF2HP<1^%>2#%W@_B?:FG;;,E1@XC\*\D&+O!_$^ MU-.VV9*C!Q'X5Y(,7>#^)]J:=MLR5&#B/PKR08N\'\3[4T[;9DJ,'$?A7D@Q M=X/XGVIIVVS)480ZBP[B(6H"3-HL68X$W$X=@RXIOO!XS=$4M437(B=0L+2W M:]P`J/(2E`&98-AB`6&U[WL&UK6YZQYGE*B^/A,7$?A7D@Q=X/XGVIJ=MLRM M1@XC\*\D&+O!_$^U-.VV9*C!Q'X5Y(,7>#^)]J:=MLR5&#B/PKR08N\'\3[4 MT[;9DJ,'$?A7D@Q=X/XGVIIVVS)48.(_"O)!B[P?Q/M33MMF2HP<1^%>2#%W M@_B?:FG;;,E1@XC\*\D&+O!_$^U-.VV9*C!Q'X5Y(,7>#^)]J:=MLR5&$.S3 M#N(D^6\*(B,68X)1K^,?KY(5!XR6F6]:QE*:EZ[(`UV*4];&WN(O;V%M!7V; M;%ZL3-3Y28BX\)BXC\*\D&+O!_$^U-3MMF5J,'$?A7D@Q=X/XGVIIVVS)48. M(_"O)!B[P?Q/M33MMF2HP<1^%>2#%W@_B?:FG;;,E1@XC\*\D&+O!_$^U-.V MV9*C!Q'X5Y(,7>#^)]J:=MLR5&#B/PKR08N\'\3[4T[;9DJ,'$?A7D@Q=X/X MGVIIVVS)48.(_"O)!B[P?Q/M33MMF2HPAW,&'<1(>*WK+%F.$?7F8H0A5]:P M>,I^ND2CWSW=&HW)K!NZ4_:6VY8MD`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`:%=Q\6[WVG>E+G*O_];W\4"@I3_M[>UMZMZ"E,ZGI^M06A1]N/T_7K<< M)'RM)W5]"W\*HQ/*S*>D+VUJL<-X6)1T[^EZEZ1Q*1Q*PG]7TO6JQQ!K\K*I MZGH^M:D<,K(=TOOOXMJORBTF=*_H"]45!;#>K[;]^@H1_=??>O04AG2!Z%_5 MH)VTI?-D[_2GEKX_OM8W_9O3C[MEJRT4"@4"@4"@4"@A/''SH:AORVA/Z)(- M5GC5(YE-E12@4"@4"@4"@4$)H/VCI5]"<`^/>2ZO\Q]4_K[)LJ*4"@4"@4"@ M4"@A.=?/)@G_`!/^*R2K'$I/,)LJ*4"@4"@4"@4"@A/-7YI?IL@?XUJQ\_1) M^/JFRHI0*!0*!0*!0*"$]2/S#98_(EZ_![U=?VCZIMQ*;*BE`H%`H%`H%`H% M`H/_U_?Q0*"E/^WM[6WJWH+")\91-EWL+PUB9BPG",=[."2[8`*X_8C#<-]B]KVH*18K2DV":UK;-[UN.$CY4)W5]"W\*HQ/*S*>D+VUJL<-X6)1T[^E MZEZ1Q*1Q*PG]7TO6JQQ!K\K*IZGH^M:D<,K(=TOOOXMJORBTF=*_H"]45!;# M>K[;]^@H1_=??>O04AG2!Z%_5H)VTI?-D[_2GEKX_OM8W_9O3C[MEJRT4"@M M[LU-[ZU.;([)@+6IX;UC4YHS+C"6K;W!,8D6)C!%B`8$!Z8X0+W"*PK6OT+V MO0<6^;ZTYX1U+7+9/"%I#GJ(R^H"ZN+ MFG7&J9N>3$V=4G,W,*%B6W#;_6QW%&IGQ$.VE5DH%`H(3QQ\Z&H;\MH3^B2# M59XU2.93944H%`H//-@;+6=5^2M#6HYTU%90EQNKK6+K#PODK"RR1)EN#F'' M,'*U%IH`Q0F#6:4PXN]XVXEFH0W(HVZQ:I-5W5FJ"SNC&YKS%/0S58*!0*"$ MT'[1TJ^A.`?'O)=7^8^J?U]DV5%*!0*#RDYLD+Z;SI\FSV%U:#,40#G$-(>G M]T?C9R\(]2D8E"O#D?C"S&V+\3$RMHCTDTVSF8S9J-?#QI3'4VY[LK2HW"Q1 MIJ:?+:OS2_39`_P`:U8^?HD_'U3944H%` MH.4'.W0S$[U@=I5/.,HWD?49D"3LVF_2<)QG3A@_%N"X>I<'!@Q?#6>*) M79W/.4N[^J0I["=Y([G'GJ!"=I*\&J%ZJP1;F$]0.P+!!8(;5)FYM,M$*!00 MGJ1^8;+'Y$O7X/>KK^T?5-N)3944H%`H.=NO>3S4^2Z,L$17)DLQ`RZD=30H M)D2<8_=S8[/+0N(8;RKE845BLF3-[DMC*V9R.#-R`Y:F`6>%,8858TD!HS01 MJ/F5UYN68S>1X:R=%9SD20Y:5X2U4:FL"QW(TP4%KYI*(5BO+#]'XF;,G@E$ MW$/\G:&D`&Y6X!(+Z\,1[J+;#$(8JDM_:(4"@4"@_]#W\4''_GPG&:.VAHS` M^,CMPRCJWSQ@73+CHRRD2+_>.:Y`;Y,>`Q=:UPMZ,R.PE>%6I%L!3([FFWN' M:;:TEK7F\//[$\^9KUD90SG(]2F2P:/\>:UM#TKTL13(,Y6F1]%%,IZ*2<)2 M',ZY_4&KVE.@QZ]Y'R!.T"DL2@DX*-U4DF@VY5[*#4^*J.&;HX1A'*^G.3X4 M96W09IVFNE?5[!Y+-X@=G1S=>;_U]RT>!W!8U-S/-5,K;7-A>2HBP[L)"-6J M):7``^OP]=+5-DP\Q/RQO4_K#=-1>F'09AK0EAC+&)`8Y@DLUE.V+\'0V9YZ M78PEN$9Q/8-@2*'.4+:G59:"2/-$6VM6HX:PL2CIW]+U+TCB4CB5A/ZOI>M5CB#7Y6 M53U/1]:U(X960[I???Q;5?E%I,Z5_0%ZHJ"V&]7VW[]!0C^Z^^]>@I#.D#T+ M^K03MI2^;)W^E/+7Q_?:QO\`LWIQ]VRU9:8G.IU$<91"03V>/R&,1"+MYCH^ MOCB(RR9"D+$`L.P6068`HH`S!A#=$7X@F:\RQV79EQ MC`E\!:)E,&R//F47YJC,"CZ[KF\@DCV\#++2)4;&F(/=`$E&G`"I4F%`2HQ# M#8\PO;!V;4S:3,15HJR]K/TV8)F*:!Y/R.4P24Q&A--;J?9(U MN`$QP^;.,ME[&Q)8J"8&K"(H%],<%I%FXZ2FMYUD)9FU,5;F+"9[Q1-,5*\JYV.R/D/#ET6=7N41)U>,B*#T.6YWAO&CA.73 M'<5DT\5-!R%Z<&1K1K%9B14DN+;66%"GAK_JJ^&_L.RQC+(5VT,>1EHWF( MM<_9RV!^;7,QU@SVO<&MGF+:6E4&&+HPZ.#4H)3KRK"3'#*O8([]#9K-)!H% M`H(30?M'2KZ$X!\>\EU?YCZI_7V3944H,+E^0X9`U$31RM^2-*Z=2ELA<0;S M`GJ'"025UN.Z9N;4*0H]4?N)!0SU!NTL2D3%#..&64`0K*LND$Q36SIBF^5Q MX5C.4$;C/_?=YCR-&)@E:)B=Y''`FF2"/,4P7L:6)/3RT$@",PA,M-$,)H=R MW2^VL'77:(NO"=HNK\H8;\F\VY/-5A"E/&,&/VJQ)(#HLT997X11&3)5+8LW M";%,:CN=W&#V+7OT?:"BTP24KT(023`$$7'?;%A=9JZ.\<6EYGUQZ89!%)]- M&7)'7S#CG(LX-IXRS4YAZ81Q1"P@Q.:(!P+@J5\K?PSZHI00G.OGDP3_B?\5DE6.)2 M>83944H%!';MES%K#'IO+'K(D+:XQC5T.8L@2!=)&E.T0U\3IFI6OS3!FF0OT<.CR1L>6@^5.C0R$N2L3::%6D,3$FF'D#`5LA`W:G-.SPY2)F M9\W8O=WB)32.8YDC2U31AB6GJP/SY,6=6<3DQN*5S1`=XX[KH_(&LQ2C- M.*+<6-];%*)80*]C4RH@PHP(1@$&Q%^H%!">:OS2_39`_P`:U8^?HD_'U394 M4H,)*R-"SY^OQ>G?4RB=-46(FCNQ)RE1YC/'%CA[V-ZYW6E$";FPQS5A,ZU3 MGG`4*2R33"RQ%E#$&U-7\%^:^6&1[45A"5L6393'LDQMSB^''5R9,AP9='7[&[2K9E[:KR;$U.1HVT.;0U+(VM.(.>& MVX0V1J]R.,"$^P!IUF*N"-HFZE4P_7MI.G+3-WMBRRD`@QY&`S:2W>XQ-(TM M##3%)2)/*65KD$<;723LJI:H*(+-;25=Q'GDE[7;G$A'9UVBO!VB;\LTC^J[ M!\J1X^4QV4+W-9DV>/.-(S'@Q:3HI<7,8P0H53!L?XBYM"*1QDN&)4PCG90N M3$)T1(BS!CVAQ0ASK/DN/"6(-D.&9);G9TA3\D?4S!)Y#"WX)`3R%C'+(JX& M-<@CSP@5E)UKY=,']FBL5C;8L>I#))$YHV9B8VAO(&I7N MCN[.)R="W-Z-.6(9IQHP%@#:][WM:@TRU'/6@_4++&[2)G?*^,%F5V%Y:,I1 MC&Z'-)F/,SPN61IF%C8`A= ME#\B@QN+(,9#D;XI`$I2])8R-BNRIW907:P1J0$6.&&VQ<5[4+G*^,>-<B3$UQQC2J'%:>X.!Z9I9T MJ-`0J*@MAO5]M^_04(_ MNOOO7H*0SI`]"_JT$[:4OFR=_I3RU\?WVL;_`+-ZN7&L(1:A=#V64\?2AR(^:I\60IQE`S51JX<49T- M(C0@=9^;:CYRFL=P]/.=*QKDTAW' MD34S&8)?`K>&+OKHLRBE>DQQ"3XG>)^4>!<@Z7T&MS$NH>[NFR9G;1GI[@N&=T8'60#R#*(WIX<,6 MO%$W,WQ9,>*^:23D_-;UEK0K&WQ"PQ%D>,2ZM<+0?!#UB%N=6 M^!2-1&#XM>/N$`;Y&O7O9)3,A>E[2,(1F@NJ0#`$70/*)D16WV69O7[N^E>\JM--F(I_BC3C/I8U-;8Y+`1#'D85P8Q"NN286WI#4I@!EV,VP8W M_G^-4,EX.-DF&)9D;&<1S?$5F9<^9NU!.4&;3'"`0=OT)Q35;.)CBR?Y%8C, MJW-^RTZN4=01XYF=4[&Z.CL60L`RDE!+?GRZKL.3%^1M1?-`S^/Q!) MCQ=("M>.+WAAB+>X-D3=]/D`@#@T-$ECZ)P;FYP18IF\EU?YCZI_7V3944H.;>6#7!1SG M.E%$\[84818*S,YPL"H7^IVG1UCDJFQ;BD(7`4G:(3,IX8:>WR5UD+:Z*$B1,E+!N]U83C@A`4(M) M+CK.TQYF**FXUCB)1_E!CC&` M2YHRM"1,PV9U(X=AIQ7*&AEN-0`T1G#4*@H`E!L>8J>9)\3<<0WV#-9), M]<>@+(!#&JB,HRCI/GSMF**F%JBU+'%7"-(I:QLCC8U.!18IJR0KL6`"FX#" MS`>S`6;>X19K_G>/]:O_`*UG_'62N;900G.OGDP3_B?\5DE6.)2>83944H%! MY?GW#3;F;F%<=3*21:13C,T>:!,D++82)\; M0YQ/R,S`?.`Q[,6-8M,LMX<1R_*&-\/M.3712N95F:$^>6$>5V#`:*`XX(5* MWJ.K=7.0DD26RE4Z*]LPS(!ZL;:G;5#>7F/]=4M$1S@1J6YT!B:+KQ8L:M6L M,713=@"NVI9_)],^%I%FM$U&B"&P`BFJ\*Q22"UBPJE@SK[)AYHQ,I/&N72: MJR4$)YJ_-+]-D#_&M6/GZ)/Q]4V5%*#E]I7C#7D7+O.;Q7)")0Z*9GF($#E2 M%4H-0K%^*5L"6L4/;0K&Y2F=DB$Z*N*D"4TL90@%F;V]O$:4QKYG> MVA+7B]R4Z*^=@QAB*/'%`CFKJ<(XW&(^%3MTL-Q_D"$.;@T-B M4%!(MMQ'%@W/V6VZ.[_Z_P#\YG#-?\[Q&346Z(]8,GRQ.-*#2[O\.@F@%-!Y M*O8&5T1$$/AN262;DX@(,$@(5O$B;8,]#[I%\WRQ$6X1%!CM8O5MSC'H<;(UJ!&2ED MT(/:1N8"Q6&E3!2F&^RL`T%/.L3FU\;3_E(1Q9D>6X'U`M&5&*+CDC)G>Z*1 MX:1YF5RM^RED#'^3,U,D.DSI"%K4)N9&;+T]1F$S!XZX;E($T62-B4HO8L>* MK,1,5A(\3$ND^E\UP(UXX1E%6'M?\W:^-OTTRW'[;.DE8:0GJ1^8;+'Y$O7X/>KK^T?5-N) M3944H%!S0YT92[VQ;IG:+==VQ]*.<`T41K--R2RA-QF,7'-\?&8BDAIRQ"2F MB[K.4[&C7&#'<.XJ+AN`>VVETK'S]'*:21EJF,WEVD.4P:6'YZ?N>O>M2DJN MI@\G2%7TDWD:B:JLP*,FA;4[`V0.^GY7>&DJPNA2HM4;U@47T>C&O]^*9MH1 M52;$>N-2>FA\SFT/U$IH,EPS)LN&N8LN->FT.*Y9"$>66MIB&/HGC)H9GQNT MA8[(D`AIT;B)B4YW"\D*#7@3PZ2\TR>]"T@A;U5PBAT=U`:J8KA\5C%!E M@8>C.HK)+)!49`E)18K-30B1#1-P0W&4!L3)@@O8-K!"A-N72VJR4"@4'__2 M]_%`H*4_[>WM;>K>@I3.IZ?K4%H4?;C]/UZW'"1\K2=U?0M_"J,3RLRGI"]M M:K'#>%B4=._I>I>D<2D<2L)_5]+UJL<0:_*RJ>IZ/K6I'#*R'=+[[^+:K\HM M)G2OZ`O5%06PWJ^V_?H*$?W7WWKT%(9T@>A?U:"=M*7S9._TIY:^/[[6-_V; MTX^[9:LM(]RKBZ&YG@,BQK/FT;G%Y,E))6%)U)R%>C5(U9#BU.[2X)Q!4-SR MRNJ0E6D4`OMB5!(!='8O:]B9B;A)B_$LZ2$72I4R:YZA5=,G)(NI5CL:J47) M+"7NZDP("PF*#=KMABL$-KBO>^Q:HJHH%`H(RF^)(;D648UE,O3+'8W%#^ME M\0935=[1TF8G(@MS9+7!KL7L.#[&$9BD+68,>YI!K3C;`$;8HPJQ,Q:5=)-J M*4$)XX^=#4-^6T)_1)!JL\:I',ILJ*4"@PE@QS"HM+9U.HZP)F>49-.CRN>N M*$Y825)W**M-V!D>G)LLINTB?T[``A`:X`(`M5(42-.>::2B2`)#-J#"1XYA M1F12 M\=2:0)%94FQ3+2IC!Y$U*Q-[NT+AIC&YY;.NP`'=1'Y4S'&(7-$.URE2<=OM M32RC"[$U:3$323*BE`H(Q:,1PYHRI+LSA3K7#($OC['$#7AU56668(A&.:PL-QC5KS;F&#N$LD!5OQ$?"5YOY2=44H(3G7SR8)_P`3 M_BLDJQQ*3S";*BE`H,)A..85C@J3IX.P)HVDF$R?\@OZ!O.66;5,QE9I*N4/ M:-M.4FH&8Z1.90EZXM$6G(5.:E2M-`)6J4G&AFU`H,*@F.85C)K=&>#,"9A0 MODID\W?+E'+%JU[ETS>5;_)Y$].KDI6NCL[.SHL&(9R@XP0"[%D@VI)118`S M6@4$)YJ_-+]-D#_&M6/GZ)/Q]4V5%*",VW$L,9LK23,C.D5MKK^T?5-N)3944H%!A&2 M,;PC+T&DN-P,L816M>P6""06'XPAD7QWC^/-D3A$*8VZ-1:-,Y% MDS8RLC2F+2($"0K9$/:$D%VM<8Q",,%LC&(0Q7%<,LH%`H%!_]/WA<9>..4" M$]];%O\`JU.$N,G&7CCE`A/?6Q;_`*5."XRI3LE8YN*VQ/X3]K;^]3%]F_\` M/Z5."XRIAY)QU?8V)]"K]/\`O2Q?N?S^E3@N,K4?D?'EQCV)Y#+]/^]#'OZM M1$UPD3'GRM1V1PMB]]B;Q"_2Z4E9OL7_GM(B:GPS$^)6,^?07H_P"^L2ZG M]XV?]S^>58B:CP:S'GRLRF>0>^QL3.*7Z/4D31]C_;*L1-,K,=.H3>W0F,5^ MV[H6G_)M_.Z?(M(YQ"^C_O?%^D+^OVG[(OYW5H6XR;0R^SL2Z,?;?#[5^[_. MZ"B%-8;[+_>V,]7^OFK?5*G`I#)I#O8_[V1KI7_KUK^S_M5!-^EV?05!C=V( M736)(CA9.RJ>$E7(V=,:(A1.WLT@ZQ9RP`[E'E"L(`MC8$&]KVV;5C:)OAK6 M8KEL;QEXXY0(3WUL6_ZS4X:N,G&7CCE`A/?6Q;_I4X+C)QEXXY0(3WUL6_Z5 M."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY0(3WUL6_Z5." MXR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY0(3WUL6_Z5."XR MAG'F0H"3DK/IYTXB!1"R90PU(<9)64LI465BJ$IS3$Y@EM@'@+/*$`5PWO:P MPWM?HVO:K,36OA(F+GRF;C+QQR@0GOK8M_U*G"W&3C+QQR@0GOK8M_TJ<%QD MXR\<^MBW_2IP7&3C+QQR@0GOK8M_TJ<%QDXR M\<^MBW_2IP7&3C+QQR@0GOK8M_TJ<%QDXR\< M44<`0@6OM@A&&][;%[5:GK'CY2XOGX3-QEXXY0(3WUL6_ZE3A;C)QEXXY M0(3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY0( M3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY0(3W MUL6_Z5."XR<9>..4"$]];%O^E3@N,H9FV0H";E["*DJ<1`Q.EXRNNCRY*RC) M3;O&$A9.[FA6W`3NP[;4.VO;;7Z%JL1-3X29BX\IFXR\<^MBW_`$J<%QDXR\<^MBW_`$J< M%QDXR\<^MBW_`$J<%QDXR\<^MBW_`$J<%QDXR\<. M.4"$]];%O^I4X6XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY M0(3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY0( M3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C*&=0^0H"MP M=E)(CG$05JE$->"B$R:2LIZ@XP2>]@EDDE+1F&#%?I6M:][U=8FX\),Q4^4S M<9>..4"$]];%O^I4X6XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)Q MEXXY0(3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEX MXY0(3WUL6_Z5."XR<9>..4"$]];%O^E3@N,G&7CCE`A/?6Q;_I4X+C)QEXXY M0(3WUL6_Z5."XRO?":-]T#)V50;XJ%QE_]396O6\Q0*!0*!0*!0*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0 ?*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0=LJXNC_V3\_ ` end GRAPHIC 18 g31989g45h63.jpg GRAPHIC begin 644 g31989g45h63.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0[V4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````80```*L````&`&<`-``U M`&@`-@`S`````0`````````````````````````!``````````````"K```` M80`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````#%H````!````<````$`` M``%0``!4````##X`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"`!``'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#U58&;]9+[:;3T+%?U`5:/RF@FD&8(IB+,U[?W,;_MQ;ZBQC*V-KK: M&,8`&M:(``X:UH39`G0'A_-?"48FY1XNP)]/U>5Z1]=ZGAM750*W<#*K!+"? M^%K]SZG?U=]?_%+JP0X`@R#J"%S'UJQ<:K(JR*ZF,NM99ZEC0`YVW9MW?YWT MET>-_1JOZC?R!1XI3XI0D>+AKU>;)GC`QADA'AX[N/31*DDDIF!22222E))) M)*4DDDDI22222G__T/2NI=6Z=TJC[1U"]M%9.UDR7/]# MZ7U#+S\5^19@VX,N/V>K)+6O>R`666UU^J[&W.]OI6?I6+S_`*J]SO\`&C7O M<7>GEXS*PXD[6FBFPLKGZ#-[G/\`9^>O3TZ4:`\1:V,K)\#3F#I5F78W(ZLY MMSV3Z>-6/T+)C=)=^DR/H_X3]'_P*T@```-`.`AWNR!#:&@N=,OWJ7%DNI1Z]PQSCH;Z/G_U=^J?4?K%TRS,9UB_%BQ].PFV MS5H;[]WVFK]_]U>I,:6L:TF2T`3XPN3_`,6'_B=L_P##5OY*URN'A=8ZK]9. ML])Z?E.Q:LG)R'9EI+C%561:UC&[2U_N??\`S-=E/K?X3]&I9`RE*S0BQQ/# M&.EF3W_ULZ=U;J71WXO2HK?1,7/P^DXN-U& M_P"U9E3`VZ^2[<[^N_:]^WZ/J/\`YQ<9USH-_P!7_J/DX=F4X27.?XOB3]5,0DEQWWZDDG^>M[N6!TES__`!TOD.WW^K;798_^8K_`,&M(?4#JO1^IXN3]6,W;2X_K!O<&@`0[]+7 MC-KKS*;OH>CZ=;Z_]-_AJ#P`;RHD7M^U`F3L+%T__]'J?K%]3'9F9?U7`>/M M=^TW56:!VQC*6>AFQAV?:\UI+Z]?=Z<. M'V_V_P`W_@_^[7YB[!)/]P\/"0#6U]&,XAQ<0)C>]'YFM@8C\3&;39D69=DN M<^^X@N['RQ1F8)-$&7:V;@D`"8D1[TCP&NWE M\';MB>TR@_6C_P`3?5?_``G?_P">WK3XT"!U#"KS\#(P;7.97E5/I>YD;@'M M+'%NX.;N]R&./``+M;+6WF?\6'_B=L_\-6_DK69]2?\`Q<==_K97_MT5UWU? MZ#C=`P786-;9=6ZQUI=;M+I=M$?HV5MV^Q5^D_53"Z5U?,ZM3==9=G&PV5V% MFQOJV?:7>GLK8_Z?[SU,9"Y_UMF,1-0_J[M+_&1_XE[/^/H_\^-5$U67?XJ@ MVL;G#!#X\F$6O_Z#%TO7>BX_7.GNP,BRRJMSV/WU;0Z6.WM_G&V-1NE=-IZ7 MTW'Z=2YUE6,P5M=9!<0/WMH8W_HH"0$0.HE:3&Y$]#&GF_\`%WU7IY^KK<5U M[*[L-]IN8]P:0U[WWLN]W^"ZO=7_P`&MG-_Q8?5S*R#;6Z_%8XSZ%18:VD\^BV^JYU7]1KO3_T;%B]%ZNSJ6-=;6XL--6.][2PES1OV[V^N^U_I.M_G4XRAZC9]01PS/"*^4_ MDY_5>C_4KZQ=E]-S:\[(R+^Q(3`&Y.GRD(,23L!K\P+_`/_2]522224Y?6OZ5T?_ M`,/#_P!M\M4_1ZC=UOJC<'(9BN:W')]SO5MJL_P!&G;U3K=M>#0"*,B_)NQG774N8+*V5VVU98QK=MK-S6-?Z M._\`G?\`@U;K^KIQ\?#;AYEE&3A5&AM^UCM];BUSF6TO&SZ;&O9M5AG2(."Z MS)MOLP+'V^I;M+K#8VVIWJ;6MVM9Z_Z/TTT1R=2>G7^[Q+S/"/E`_2JQ_?X? MT?[GZ3F=3S^H81L:>K5?:,6ACV8[:-WJO#=UAS=N]U+DVA]'IL_TB., MWJ?4,VNC$N;AU7856626"U[7/<\;&;MK/=_A-_\`H_T?\YZE=C*Z#]HR,E[< MNZFC.C[7CLV0\A@H]MCF&ZK=4RMEGIO5(=.M'668F/E68]F-TVFMN0P,)(;9 M8QWJ56L?2[?L_<_1H$3!Z\)/?_T)(.,QTX>("[,=!M_5_P"_8/ZWU"RC#QW/ M^SY%UN35E9&/4Z\C['9]G><7&VW._6'[??:RQE#$2KJO5!7C,M+I/4&8WKV4 MNI-U#JS=ZGH7-8ZM^[]$_8WZ=7Z-7'=`J91C-Q,BVC)PW6/KRC%CW&X[\K[2 MVP;+OM-GZ6SZ'Z3^:]-2=T3U<$8V1EWW7MM&17EDM%C+0=S74MV>BRMGT?1] M/T_31X6E MA]']#(ORBJPZGG'/= M7DYQZ??]I-=6)?1&.^D/V5^GEEK?5OR*?TC=F7_/?HO05ZOH=M5Q]#/OIPC< M<@XK`P>]S_7LK;?M]5N-9;[K*?\`P3TT]_1ZN_/MLP7VBYV,YK"[1_KM MH&1M]3[.VW\S^=]/]%ZR1$Z&]^>__.^50ECLZQX>GI]48_N_)ZI?R]U__]DX M0DE-!"$``````%4````!`0````\`00!D`&\`8@!E`"``4`!H`&\`=`!O`',` M:`!O`'`````3`$$`9`!O`&(`90`@`%``:`!O`'0`;P!S`&@`;P!P`"``-@`N M`#`````!`#A"24T$!@``````!P`(``$``0$`_^X`#D%D;V)E`&1``````?_; M`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$!`0$!`@(!`@(#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\`` M$0@`80"K`P$1``(1`0,1`?_=``0`%O_$`,4```(#``("`P`````````````* M!P@)!08$"P$"`P$``P$!`0$!`0````````````8'!00#`0@"$```!@$"!`,$ M!PW&#DD);5V-SAX&4$: M47$R,T.S-$1TM#5U)C9Y$0`"`0(%`00%!PD&!00#```!`@,1!``A$@4&,4$B M$P=183)S%'&Q0K(5-3:!D6)R([,T=!:A4L(S%PC1@I)#-_#!X?%U)B?_V@`, M`P$``A$#$0`_`'^-&#!HP8HQNH[A&WS:J@\BK%.^M,E)HF,TQC35VSZ=37,! M>CZF?8O'>)J\-S<>/N8&4$9!>OZ9]F M,?K=ZF:JV*AP7RCY=SMXY[.U^&V4G.YF!5".WPU]J4]1W!H!R9TZXKWM:[NF M"\WNF]5RJW2P5>G;E1&.-.RQ']`F046Y62#:Y*MHXD/)'2'WTY)!JW$P`";A M0YP3!AC9FI[2``G&M":B:R::R*A%4E2%4253,4Z:B9R@ M8BB9RB)3D.40$!`1`0'5>!#`,IJ#B!,I4E6!#`T(./OK[CY@T8,&C!@T8,&C M!@T8,&C!@T8,&C!@T8,&C!@T8,&C!@T8,&C!@T8,&C!C_]!_C1@Q4+=EC'KKNCG40>1IBD M1#BZ)Q!-5-Y?M?)MYCL=OV#>!8VKE_B)0*R:**%6.E"&)+$D,G3VQT-"X#O? M#>/2[GNO*=@.YWT:Q_"0$TB,E6+M-6JE0`H`9)*D^P>JPU']J;9XCC!YCR6I MDO89F34,_DLLR.+>%G13,O=:0,2#XBK17.0HS`N*4#`5&&#=?I[' MX^P:,@P:,@P:,@P:,@P:,@P:,@P:,@P:,@Q_ M_]%_C1@P:,@Q5K>K_`&O9;_\`:(?[4P.D?S)_!&_^[3]ZF*!Y6?C[CGO' M_=28R?[=/]RD9_)]K_\`*M]0;R@_&<'\O+\PQ^B/.S\#7'\S#\YPP+K]8X_& M^#1@P:,@P:,@P:,@P:,@P:,@P:,@P:,@P:,&/_2 M?XT8,=)R'DG'V)*C+W[*%UK&/J5`H"YF+3;YJ/@(1@F`&$I5I"27;H==<2\J M211%58X@4A3&$`'V@MY[J58+>)GF;H%!)/Y!CQGN(+6)Y[B94A7J6(`'Y3CS M6%WI\O3T,@0EEA;!1WD+ZC86NN2#:Q0,I`^&%V26B9*$._;2S!9L7G34;&5* MH7_D\>(:Y[IQ8I<278,:Q`EZ@U4**FHI6H]%*XZ;2-K^2WBLR)&E8!*$48L: M"C5I0^FM/7C/_(>3\@;QX*.EFSM1*J1@% M!XZ4Z[$G$3%5<[>8EK=;'Q7:RNQR$+)>3@HA"L#2)>I- M5'I:F11/:Q<-EV#9O+*[M.0+::?L3G!HP8@+=17>.[&A23UF5;.63B,L!+*HV%DX362.BYY#E.40`P=NVF!=QL&N MM/PPG37J%1IU#54=HI6H]&.+6D'&X+*16[&-C6RKQ\\7,7)!C`BU:HG.80`1Y2 MCJP+<\)=E1([$N30#PTS)Z?1Q'GMN;HK.\E\%`J3XK]!U^GBI^&=R/=/W#WA MMC;">Y[>SDB]/(^1E6U9K>XO,#B25C8E$%Y%X!5KR@D5!HD8!.8Q@^D`#B(@ M&M*[L..6,)N+O;[2.$$"IB2E3T^CC,M+_D=],+>TW&[DF()H)7K0=?I8W#[6 MN+^\I6]]F#IC=9)[T'.`FH9-+?D)MJVGQIT:="*&]M:T(4'V:USZ5PX<XE-8UQ M9>[YCVDT2VF> M.%&'AJ%R>H'44.NI)':`>@!PXYCJ5L$[CZBS=M8'BK5,4VL2MFBU&+F,4C;! M(0C%W,L#QKP3/(\[.1643%!4142$O*;W@'4LG5$GF2)JQAR`>M0#D:]N6*I` MSO!"\JTD*`D=*$C,4[,\=RUY8]<&C!@T8,&C!@T8,&C!@T8,?__39;[IW>$H M_;K=Q6+(3'TKDS<#ZO$OU!AL=5^O24W/UF,GK;.)*&E9(YYBM/A3BH] M(%7!&I@5=,@415,U\<1V2/I)&;$@`D*.@R(S/2N0.8PI\CY3#L1 M6V2`R7SIJ`.2@$D`L>IS!R'6F9&6*;[!=J;ONP4:J;\.X5E2U9T825MN"6,- ML;`5Z5@+'1:K8Y"M*N5JU#R`KV%=TI%$Y0,H@=PW(!)-64$XB75WK MT6PR77*W7:=`Q-6J,!"U:L0#!O%P5@`9`8 MY=---(@)I$(FF7CRD3*4A"\1$P\"E``#B(\?^/7F`%%%``QZ,S,2S$D^O''3 M,W$5Y@M)SP'C%6LJUAAY M4T;$JB!D3+")N*2[NUB\%PFVY!;@ MC(GM+1COJGH;-CVHHSQOMQB_6W$H9#-VI_P/0GU9#UG%A(Z2CY=FA(Q;UK(, M7).HW=LUTW#=8OT<2*I&,0>`AP$./$!]@^W5?L[VTW"VBO+&YCFM7%5=&#*1 MZB*CY?0DCDA=HY4*R#J"*''FZZ<_<$GO4^?$=X+]_Q^Z?YAAZ+ M/^9(+;SA+*F<[-%RTW7L3T:PWR9B((&8S,E'5R/6D73.,"0^N[:SC8!Y7"@GH"33.F+%?7:6-G MN*<6X)D*1$XKJ'3;HKJILE[PS=;6>SMXRDTDQ:FFM%"TJ6+``#/K^3J0,+5E MS3:;N"\N)`\,<(6NJE6+5H%"DDG+I^7H"V[>3N3HFVG'N)LVUVQY M$4N18"R7!I16\$BE3:59[VY4E4H>YR\BU,^B*LLFF5)-?E<*$*8>3F4+]W3A MU_M5A-N$]S"T<>FH757O,%RJH'4^K+!M?,K#==PAV^"VF62350MIIW5+9T8G MH/7GCQM[W>MVP[-=R,G@S*&"\H7N]XT90,Y'6VN1>/GC".->*HQEA/7WMALL M=,1SH\3*@V=&(FEU`YB<3$'VFT<2W#=;!;RWO(TAD)!4EJG2:9T!!S%1CYO' M+=NVJ_:SN+.1YHP"&`6@U"N52",C0XV2FKW%0>.);)KAK(*P<127][79(IMO M-58J/@E;`JU22.Z(T\P.T2$A2BL"?4'@)^7WM*R0L\ZVX(UEPOJJ33\V&IYE M2!K@@Z`FKUT`K^?&2FQ_O;8"WUYXC\`X\Q/F"H621K-CM"4S;U;*"VE20J35M-,OD).-H=*>&S&'5,[[NW2Z;N([9\SQ#FIG=I+.#[!"-G M=(T8U6)9&5M=TX9=04K<:6"#4D6@J<0;BN"(\>F)O=TWR\-OH=L;=#=0F(0B M2G>K33JI[-*T]=,)\7,K";8/QY; M,KY7MD32,?4B)6FK+99I8463!DB)4R$(1,JCE](/G*A&[1HW(JZ>.E4T44U% M5"$,KVUM/>3Q6UM$7GS_B3T`& M9.0SPM-E;YHC#]?LKV-PYM8O.3:TT=+-D+-=73QAKK<4CD/8J%Z?E+)_94>LX0+GS$M4D M*VFVO)&#U9PE?6`%?^VA](&.Q82^9XV_6^Q,XC.FWK(&%HA\Y1;!:ZK;X_,4 M3$@JJ)#OYYB6K8]L*46+PJ?I!@X'K.2FGR`GU8W/_/#M&\O\V_,'C/RKX(? MF0\S\_2\O^"7J;T5Z^\9R>&\N]9?NGHE,ZTPX_:^V:=7QT>GP?%K7+PZZ=7R:N[Z:Y4KC_]25/FR MTH0F-6S7(O0'O+D>HZX]8!$TT*SL1"6&HCJ%KF1D>@]1^3$%1>%'ME=EL&89 MUQ:I,Q#="!9N%V4#$E4]HHI>$%JJH[A=W\ MQMU>_OB.[`C,D$0/8-&DDC]#0*UKXGM8W9=Z2V0V^SP"*+M<@%F]>=?[:_DZ M8B3(6V62CNO)T)P>69AQ4-!/%"$E$"^TQ@9.AZ:#\A0^@A^FKP]@"H.I[R_R M0O;/Q;[BDQN+;J8'($J_J-DL@'8#I;L&LXUMOY-%)IBOUT/_`'A[)^4=1_:/ MDQ%F/G^0J9**+1+QU!(IN3IR4=))*&:NE43=)9%S#KB3BN04^05/JE">T"G` M>.D7B%UR_C=\\FWW,EI&KD21R`E6(-�M3O"E-7=9* M)V]HJ#^<8F;"C,!T!Q%&X+^@N;ONBR3]C)K7=8_QMG[U/K#''>_P5W[I_JG" M+?R['ZDU8^Z+*W\*8ZL/.?N"3WJ?/B.\%^_X_=/\PPXQW.OT\MYW^.F4?LN_ MU+./??FU>_3Y\5/D/W'NWN'^;"$7;)V%RW<,W+-<-%LZ]'I5=JLID/)=O:,$ MY*2C*E#OXF()'P#1TJ@P7L5@G9UFT0ZQQ(V1.N[%)P5L9!2S\@WE=CV\W?AZ MYF8*BUH"QJ:GMH`"3ZV5M\W`6GB:(54L[4J0HH*#UDD`>C,T-*8 MRQU$O5# MH1-E"=,2E=T#J#E^ M?%7V[A^U[7>V]_;23>-'6FIE(.I2IJ-([">A&?YL*O\`S`?ZG^9_Y0PY^%U7 MU1>$_AZT_7?ZYQ..;?B*[_43Z@P]'D'^TB[_`..=E_#-[J/P?>V?'\:^ M=-:E=LH7&=M+9N=9)&2?TBMQ25::OC)&*FNU1-:WBX(*H,37YA_Z.'+S$FD6RV^!21$\C$^LJ!2OYR?\`ZQ%/8LP) MVN,S[;V<5E&J86R9NP?VRR)WJHY?/$R=G0CDYEXG2T<=U2QN^@]KBE9(V5<. MHUJ=<9%9=)RIRD;E#IYC>\BM+\M;R2Q[:%&EDJ!6G>U$=#6M`3TH1VXYN'67 M'+NP"W,<4FYECJ5Z$TKW=*GLI2I`ZU![,6Z[AO8#PCN&BJO8]H$-CG;5E")E MX]C9&)6LO%8MMM+6/TI!9>O5YA+%AKE!E'KLG#)JBE(_6-WH\3HNFN9L?-;N MQ:2/='DN+<@T.1=6[,R153V@G+J.T'3WSA-G?+')M:1V]P"*]0C+VY`&C#J* M`5Z'L(@[_=I(WTYZ?_.MD;H?!#X>]#T*S\F]8?%3XG=7R;U;_2+S']I]-]?Q MGGW[T\S_`.Z:[/Z_;Q-?V1'7QM7M9Z=&CKI]NF6OII[NGMQQ_P"GZ^'H^UY* M>#I]G+5KU]*^Q7/3UU=[5V8__]7:OO4]L;+FZ3,]0W28_@T\CPM$PM!XUF<: M1#A1*W]6NW7(EQ/8V4:8B?JE@NA=2(>!:+>.!1N/!!=D[$R8$5$Y`%,:CO/&-DY#`IN8!XNGN2QT#`=E",F7T!@1Z*'/$ M,V#FG).*W3_#73&+6?$AEJR$]M5)!5LLV4JV5#4988'J/>UPW63YQX$9*$`5-2BX\M-Q MM[MA+N$"[2HU-.QTZ5'I0GVO^;3^D.F+C:^<>T7=BAAVJY??6(5;9!JU,?[L M@&:_\NOT(1GB[VT%UO&LX9"R-NR8U&D-[F%2#%V&ZP=%T[QO$11K.I-+V:12 M!V+N.P?"6>PM)*8]?BS-D)"=--(RHJT; MZ(K7JW7#EQ1N6W/Q^X0_?^^?SDW[QL/EG_``EK[M?JC%WV?_9&O_AT M/^J+K]06_P##P?J+\PPBO[;_`"G$5;@OZ"YN^Z+)/V,FM:%C_&V?O4^L,<=[ M_!7?NG^J<(M_+L?J35C[HLK?PICJP\Y^X)/>I\^([P7[_C]T_P`PPXQW.OT\ MMYW^.F4?LN_U+./??FU>_3Y\5/D/W'NWN'^;"N?RP7]VVX#_`!T5_$RB:HGF M%]V67O\`_`V)WY>?>=][C_&N'==2/%=QZ]#Y@/\`4_S/_*&'/PNJ^K?PG\/6 MGZ[_`%SB'N?P*8I^^#4SD,!BF[BTV8IBB!BF*;.4P(&*(<0$!`?8.KK>_A"7 M^1'[L8A-E^+XOY\_O#AY3?1L=Q!OYPDZPUED)&+,RE$K-1[O`>'"QT:VM6;M MBWEX\'1#MI!BY9OE4'K%;ZEV@?Z4UB(+HQ_9]XNMENQ=6U#4493T9?0?0>T' ML/JJ#8-YV>UWJT-IS2'KU;$-VP_G&OD. MJ$:!)I]C6Z.DTQ]PS^O6ILO5(\ZY1#E*G8G0`8#`80``,:FVG/MHF`%U#+"_ M;EK7\A&9_P"D8F5WP#=X23:S13)V9Z&_,>Z/^HXIQ*9.[N/:XM4`PM]MW"X3 M1<+K!!05RG%+]AZSFC>@,@TB6DD^N.*;$HV053*N+(RCA!)4@@9/F(;6JMOQ MCD43M%%!,>TJ-+BO2M-+CU5R.,IKCD_')4$LL\(/0,=2&G6E=2'\F8QJ)_O+ MF8?2WC/AQC/U7^6CH>4^4V3RS\TWQC\A\]\;Z@ZWPT^"W[[\GY/%>;_LGF/2 M^LTN_P!`6OB4\>3POB.M17P=%:=/;\3NZNFG/3AB_P!0+KPZ^!'XOP_2AIXW MB4KU]CP^]IZZLM6/_]9_C1@Q1K==V]-N6[ALO(W6MFJV1.F0C/*-)(SBK;]2 MF!$&\[SMEXZU1Y"D*7IOT55DDP$K=9#B)M,^P\NWC8"$MIO$L^V)ZE/^7.JG M]4@'M!PE\GX'Q_E*F2\M_"OZ931T5_4&RHX]3`D#V2N.Z;8=E.W[:3"`QQ33 MTO4CEHFUGO'9QOA^Q<6AT;9:#X@BC2O1I&^5J"@_14*OJK MBV.L'#1@T8,=&L5[C81R$4R0<3M@4]U*'C2F55(<2\Y?%J$*H#<.7WA#@8X% M]O+R^W2MO/*[+;)A86T3W6[GI#'F0:5[Y`.G+.F;4SI3/'?;6$LZ^*[".W'T MF_\`;T_-B/8?$R\M)/)^XF*W/(OG,B>$8*B/*=VNHX.DY>%,82$*900Y4C&, M(?\`2`/LTH;=Y?R[A>W&[2%*0I2%#@4A0*4/^`I0``#V^WV`&JNJA555%%`IC`) M)))ZXB3<%_07-WW19)^QDUKKL?XVS]ZGUACDO?X*[]T_U3A%OY=C]2:L?=%E M;^%,=6'G/W!)[U/GQ'>"_?\`'[I_F&'&.YU^GEO._P`=,H_9=_J6<>^_-J]^ MGSXJ?(?N/=OA\P'^I_F?^4,.?A=5]6_A/X>M/UW^N<0[FWXBN_P!1/J##_-(: MMWV.*@R>(IN6CRDP#5TW6("B+ANX@FB2Z*I#<2G352.)3`/L$!U%IB1<2D', M.?GQ:X0#;Q`C(H/FQZ[31;E]5<@4)R M9RV+$2#E1)!C)/AJ\L,39HPBI5D#+J`4P)+-G"ERL+RPY3L[1RT)=`LJ5S5O M3ZLQJ0^KT@C$+O[/<.*[PLD50$.&X-W$]6Z&M3(-0)),5#JLDW\J];-5BIB ML1Z0#IF7K?R]M8[E9+C<&DM@:Z-.DGU%M1R]-%!/93#%<>8=U);-';[>L=R1 M37JU`>L+I&?HJ2!VUQC?VXT9U#N3;1"69*61L)MS.-5IDDZ1XG,C(N+6R<.E M9,L@`/A>KJJB=0ROUAC&YAXB/'35OQ0[!N?AD:/AVI3I2G93"KL(<;_M?B`^ M)\0M:]:ZNVN=<.3=\3/6^#;IMLK]_P!H1D(>K!+3D7G>]1-=)8;[0H)ZUBRU M.+#;TGVO*.I$C`591EI([`.H)I494(QD!L&^8U^$F*H MC%N].G94R[*U0BK.#S+27L!9+Y8H;BJHQ8WR*NE@JB4Q-1@B5#S<)0SAZWY3 M.$CN"*+N6C>N"?%7+7.TRQQ*W6-JA0>TJ5!H#_=I0'IED%;9>>?"VRVV[122 MLO21:%B/T@Q%2/[U:D=<\S4_N^]XNF]PZA4#">(L46JFX]J.0D*N7)TBE!(J`F7TN+\6EV.>:[NK ME7G9-`"UT@$AB:D`DU44R%!\N69RCE46^P06EK;,D"R:ZM342`5`H"0!1C7, MU-/1G7+_`$?MVOHWS?X39`]4?DY_-%Z=],37/YO\>O1'PJ\1Y=X7XF?![_Y3 MZ?ZGFG3^IZ7B/J==_P#5&V>+I^)3P_BO!K4=/#U:^OL:^YJ]GMK3/'#_`$MN MGA:OA7\3X7QJ4/7Q-.CI[>COZ?:[*5RQ_]=_C1@P:,@Q"F6MQN#L$N(1I ME[)5;H+FR(OG$$C/+.$CR:$:=LD_4;=!LN!BM5'B0&X\/:<-8>\ M=SBMVE!*ZR>\%I6E`>E1^?#+L'#N3\I2YDX]LLUVD)4.4`.DM4J#4CK0T^3$ M?U7?#M,O%D@Z?4L[4:=LUEDVD-!0S%T].\DY1^J5!FR;%.R(0RSA8X%*`B`< M1^G6=:<[XA?W4%E9[_!)=2L%1035F.0`RZG&M?\`ECS[;+*ZW&_XM=164*%W M=@**JBI8][H!B;,>9#QWE6&5N>.+!#6R'%^_@59Z(`3D%_#N.B_C3KJ(HK&, MQ<#P,4?=`WT:VMMOMJW9&W+;)8I5)*&11F2AS4F@.1[.F%G=]GW?8;D;=O%G M);W.A7"/UTN*JU`2.\.F._ZT\96#1@QX$I%QTW&2,++LFTE$R[!W%RD<\2(N MT?QS]NHT>LG2"@"19LZ;*F3.00$#%,(#K^E9D974T8&H/H(Q_+*KJR,*J10C MT@XJ?A;8'LVV[79+)&$MO6/L<7I",D(9"S5YB]2DT8R5*F219IJ.7SDA$W9$ MBE/P*!A*'#CP$>.E=[UNM]"8+N^>2&H-#TJ.G9C-M-EVJQF\>SL8XYJ$5`SH M>N+*WFCU+)=-L^/K[`1]II5S@Y&MVFN2J0K1LW!R[91G(QKQ,IB',@Z;*F*/ M*8I@X\0$!X#K/AFEMY8YX7*RH001U!'0XT)H8KB*2"9`T+@@@]"#U&($P/LF MVH[8;!,VO`.#*-BRQV&&"O34Q6&;M![(0@/6TEY:NJZ>.OV47S-)42E`.)TR MB/T!KMO=WW+<42.]O'DC4U`/8>E<<5EM&V[<[R65FD0K]+M8UE)VJ?8O5)5\UAV2,;&(N%6S]LFH#)@W M(B01+Q`A`#C[`UJVN][M90K;VE](D()H!TSS/9Z<95UL>TWLS7%W81R3D"I( MSRR']F+A-V[=HW0:-$$6K5JBDW;-FZ1$6[=NB0J:*""*92II(I)E`I2E`"E* M```<-99))))J3C4````%`,=.R'C/'.7*L]I&5:%3HU$5^6E*_EQG0;!LM MM()H=LA$HZ'2#3UBM:'UC'.2FQ_9DVS$;1 M9NWC9PSMV_*P3E".@2*@;I@(*\G*'/RZ\'WW<(;$VF0%<6Y<-V[MNNT=H(NFKI%5NY M;.$B+-W#=8ADUD%T5"F35153,)3%,`E,41`0X:X`2""#0C'<0"""*@XRWRGV M5NV?EN;=V.!NTKV]=MUDC;IC+;=5O6D.L1U%VJ[S%LR5*1C])05&\G$(W^>L43!2C0>' M2\FWR_C:&XOV\(]0H5`1Z#I`)'J)./6RXSL=A(LMO8 M+XHZ%BSD'TC42`?6`,:-ZPL;V/_0?XT8,&C!@T8,=;GJ;4+4=LI9ZK6[&HR* MJ1F>>@XR8.T(L)#+$;&D&K@R!53)E$P%X`82AQ^@-FM5: ME>M*@TQV6NX[A8AQ97\T(:E=#LE:=*Z2*T[*XS/[2=,I[O9IC"S.JI6G-C1L MN05$;`X@HM:;24;7B<3;*)RJC4S],[=,H%((*`)"@`!P#4O\H+*R?A6U73VD M1N1+-WRBELI6IWJ5R[,\6KS_`-RW&/S'WNRCOYELS#;UC#L$-84)JM=.?;EG MBLFQ7<_<\9[=9VLXLVX90S_)UC*649B].:F9K`P58;/9<'K",:2DHU=*VRU. M6(E<#&QC=PJDW53,7VO"Y84EW2X9/!9#6.5)"0LBL0"$R;46`TZ6KD*XJH MKW',FP]4C,U7'93E"L;8Y5VP41RX:\UB2L[2MRZ[="*M4MBAM&)R\;$/?%)F M(N=^+10JA!175%1,#*9\RMTAM(M\O>#W47%G(I<>*C.$8@+(UN%U*IJ*'7I- M11C45?%\G-DN+^?C6W>9=C/S:-6K:>!(L1D0$M$ET6T,XH05":@0=2+0TG?/ MV^K&>`I#;\O)Q4M;Z7N"@+U8*S:JGUY!V9&M5>N3]28PM;2CE7MBD,CO[6QC MV!>JT(BLX(=8P)\PEW^0\]VOCTG'6EA>:QW&.5TDCJ31$1XPJ::N9C(J)FM" M02:5HJ\3\KMZY9#RU8+B.WW+:)8(Y(I:**R2R1RL\A8"-;=8GDD-')"D**TK MT:4WX7.O8FC[S9-H6=X6^VW*+G&6/,1N8QT6;L2@0L'+1ECG)A:#;-JI$RKB M649)%%!XL9TT5!,JA$UCH\$O/[VVVB._N>';@FX379@AMRIU/W5979BH$:L6 M*C)CJ4T!`8KJ0>5FVW>_S;79^86U2;5;V(N;B[##1'WW1HT0.3*ZA`Y.I!I9 M:E25#_:U\TU3`VY+;G9=M=WR.Q>/,9/7EY@PG"D'E!L'7$JIDDE12570(IZ[9SJ[;>[3C_`";C\KY3JL52IBM0=0?MR)VB/LL8C*SDK+R3V-+$T M>!J*3QLBL[=N%O$N7B)$R`!CF3^[GSXV6_[CQJRV&XN]VA2)D6,COAU#,S,5 MTQ)'5068G4S*`.I'\[+Y6C<>+;3S'<>46MAL4\DR2/*I_9-&Q5%10VN9Y2&( M5%&E48D]`>];;=X<)GJWWG%%EQW<<+9MQRU1D[1C&[@W7>&@7"S9NE/P4NS( MBA,1)5G[8#JBBB`@[1.EU4E"J:[^,\S@Y!>7^T76VS6.^VP#/!+0G02!K1A0 M,N:U-![2D5!KC+YGY=W7%=OVO?K+>+;BM05/LL& MTL",0HYW^Y'NLO?'FVK:->-P.+,:S4C7K)E!GD"N4II*RD(?]])X^KDA#S$E M?B-D."B)&2@.5P.GQ1("J9C8;>86YWTVX/QCAT^X[3:N4><3)$&9?:\%"K-+ M09C2=1J.Z*C#,GE/LVVV^U1\T\P+7:=]O8UDCMC!),55_8^(D5T6"IR)<:5H M>\=)`[Q:NX%CB/V@K;O*;6Y>X5YI)P\%)TIV^0K=BAK"^GV%?E(.87.TEV[5 M_"N'Y5#[9'=9@IDC>-8VD5T%4)5PM,R"IJ"*@C%F\ M^Y:;X)PWD++SN$6LC:@P"T\M!-WQ(Q>3(DNW0%LF_4:O4VIC"OQYA2.'L^C3 M1R'>%V#9=QWEX#*MO'KT@Z2V8%*T-.OH.$GBFP/RGD>T<>CN1"]W,$#E=06H M)J5!%>G2HQFCW`=V.XNKX2P_:\)T.:J]-R9#XSN%MRHUGX8'L"O;G#62B,70 M)0=MY9.8D.D4KZ2,S!L+18J:?O*+"C,/,/EW)+78MFN]CV]XK*Z2"22<.M4, MA#+`F8;4?I/ITZ2`,R=-I\IN!CB(%7N7R*Z M%J=$>O5K!+9!=4F;M+PSOFQ3)5]W2[<[I2XVKVNGN%L5-,G0J=DDDAN]0@8B M<;V^OQ\C&LVRSNQJ\[=5JJ<4FY^'(8Z2I-3E]^FXA((Q>`;9)M7FELNU<%YC;7,T]O,!=&V?PU/@RR.AB MD96)`C%&#`58=0&4S;G3=/7MME8PO3ZECBS90R1E-HT@<2XCK4B5.3D&D)$1 MIG*\M87Z+\8V*B6KM`BKM5%YOW++;C%KLEE9[9+=;G=@);V MZ'O$*JU+.0=*J"`6()ZFE`Q"SQ?@MYS.^Y)N.X;S!8[-8L7NKN1>ZI=VH$C4 MKJ9R&(0%0,A6I4'BL-[N\CVW,9,%9PVLY"P-=Y&O/K3`R:-AC,JX^?0T8B=5 MZK)7RL1<;#0RH&)TD^/60%P8B"BJ:ZJ":OELO,=SO-Z&P;[Q2YV^^:,R(P=9 MX2JC/5*BJJ^@=16BDABH/OR/R^V?;^.GE/&.=6>Z[8DRQ.IC:UN%=C10L$K, M[CM/1M-6"LJLRQ[%;Y,X9,B9W(.WC9A9LP85C7\NR@LBO,OU.@RUX3KTDXBY MI_4,?2=>E9^3:).&BOAP%0BSDR9D@(5P4R(9T//-]W2&XW'CG"9;S8U9@DQN M(XFET,58QPLC.PJ#ISJU*4#=W&O/Y8<8V6XM=HY?YD0;=R5T0O;BTEG2`R*& M19;A9%C4D$:LB%J&J4HV/M_J10GI[U%^7;B9+Q_G?Q0^%GH/D M\#X?K>8_O#S+J>&\M][DZ_U&C_4R#X;XG^F]QT_`_$4\)JZO'\#PNE*ZN_KK MIT9TU=W'S_1JY^,^#_K#:=7VE\+J\9=.CX;XKQ_:K33^S\.FKQ,JZ>]C_]%_ MC1@P:,@P:,&,T.T9_8QC3^8LD?;N=U,/)[\![7[R;]Z^+3_N!_P#*&]>Y MM_W"8^O:>(0NUA^8I2E%3,^6#J"4H`)SA/)I@8X@'$Q@(0I>(^W@`!_LU\\H MP!Q.2@ZWUQ]?'WSZ)/.H@3D-MM?W>*+2;(0V?]W=A'-!!!GO!R@*#)D@()-6 M;'(=056%%L@3D0;,V343&Y2@1-)/B/`I?8A2I_\`IOG%'$G=7>9Z`#H!-'V# MH`!^0#%1@D__`*'_`+?)9I.^W'K:K$YDM;R@5)ZDL?E)/I.+'N,'2%DVL5N< MR5W$;7"X*O>.:G#OQEJ[A^-IX0]GBH^,;UTLXM#M'*1$E5@:`(KD<)BF;G$I MB'$&9MADNN)VT^Y^8\R;!<6T:G4ENL>EU"A-94'MT]013.A!PFIR>*RYU>6N MR^4%O)RFUO)771)=M-KC9F,F@.0:@:O9*FHI4$5X?/6.8'&&=^S_`(SA),UG MK]'E<@04--O09+'EVD)"XC"-F#"T*+(5%A0(NF9+B4IN4Q1]@#KPY!MMOM6_ M^3>UP2^+;P/,BL:'4%6WTMEEG0$4_)CIXKO%UO?%O]PV]7,'@7=U';NZ"HT% MWN]29][*I4@Y]0<6YWF;@\C8IG]O.)\3K5."NVXG(;JFL[W>6#J6KE-CXHL. M+YR$6W>1R:\BW+:+CCFT;0T,=]N5R8Q+* M"R1A=-3I!&IR7`4$T.8I7,3[RXXCL^_6G+M^WY;B7;-GLQ,8(&"R3,VO2-15 MM**$8NP%1D:T!!SYW'#F6$WD;!Z;FG.F.\JV!MF9C/,*Y2\?%H\I58Y],U9F M64G2EL4X==K/JM3)M"G*B(BS6$O,`#PG7)?MJ#FGE]9;YO\`;7=P+T.$CA\) MHP6C&I^^U0]*+6GLM2N*WPX<TM]RNC*5!(36\@1FIT!-5U'($@5JP!\B+EH* MX]W&2=4YPQF4J!LZ&M9`?11D%FT1:ULF*OD(N5>("*1Y@(>98ATA,9WNMN_P!O\,>X MHT;7?(O$@5J@O$+8*64'/1K1\_9KG](5JQVX\49)MFU9I+5G>1>,-1M/LMZC M[?08JK8U=L*&_82[R1?*3CRUPJ\M'*NXU8C];Q2A2)$5'ARE+P!4\M=HW.\X MFDUKS2>RBAEE$D2QPD1$,6.HR*6%5(^75KN,UQ# M`T4[RW(:=60*N@1.$8!@4&D5)':3C],^8+HF,^UIG`,,Y06SQ6+MEB$S!*7M MH,&NDN]>W"@URQ>'2KW!HFWBG%=*9R0"]1LH*W4*0B8@3[R#8;#:_*G??L3= M3N%K/>+<-*-)J3)$CTT944IWAU4ZJT`R^<4Y1NN]>>?&/ZDV,;5?6U@]HL!U M@@+#/)'4R9U82=T]&&FA).=U^X!F+&[[8)DVW,;9#O83*%(BV%"<-'[-P>SO M+')Q)63>)32<&%ZJV24.LZ*D)S-D4%3'``3-IX\P]ZVR3R]W2\CNT:"Z@41$ M$'679:!<\Z=6I[(!)Z8FGE-QW>8O-?9-OEL)%NK&Z9IP5(\(1JU2]1W030+6 MFHLH'48K[O=4,U[8.$94Z+A1E"1VUV5DU6Z"BX-&"$9`)'<+<@""28KKII%$ MP@`JJ$)QYC``KO.CH\K-BE*DI&MBS4%:`*F9_*0/E(';AM\LAXGG=R:`,!+* M^YJH)I5BTAH/3D"?D!/08GKN@S,38>WAF>>@9)C,0LPQQ+)Q,M&.47L?)1[W M,..'#1ZR=MSJ(.6SE!0IR'(82F*/$-,'FI-#<^7&]W%O*KP.MNRLI!#`W$)! M!&1!'0X5?(^VN+/S>XW:W4+1W,;72NC`AE86EP"K`Y@@Y$'$<94DXFM]P7M] MS%D^4OFU;V:-)- M'N-O(ZK4D1K*"6(&>E0C,3T`0L@-(S#LN]OMDF_V^V7!VF*54,ZHWAK(::5+@4#5*CK MD64=64'+S'6UK*V-JK,63M^[VX20P\>9L3Z#QG>8NNY-QLT?-'[H\Q"QF0VK MN4<0S!.32.10[1HFJ<#"LLLJH8RJDKVWBF[[9:37/EYSF-MFUN5@E5)X003J M59@6*C56I50?I,Q-2;AO'.=AWF_MK/S:\LY4Y%X<:ORJJ`%%:_\`5HW">B_47P^Q/X_X+>9\O5EO+_B=\?OA=ZBX>I^MZ`]- M^]X?G_\`4_;X_I?5:6/]7N1_`_$_9UIXGP.KZ5/'^+\#7_F5\'1V5]O_`+E, ML.G^@7$?M+X/[6O_``OM+3T35\-\!\3X?^73Q_$RU4_R_P#M:N]C_])_C1@P M:,@P:,&(KPQA?'V`*!%XQQ?$N(.FPSJ5>1T:ZE)*9607F9%S*OQ&0EG+Q M\J51XZ.8H'4-R@/`/8&LG9-DV[CVW1;5M4)CLD+$*69B"S%CFQ)ZD]N-WDG) M-WY9NT^][Y<"7<9%4,P54!"*%7NH`HR`Z#/'QAS"V/L#5`]%QI%.8>MJ3DS8 MSLW=AQ_:=N7=TMK4>'?3R2SAB7#O+[=0Q("L,M(&FAI3'ING*]]W=]AD MN[T^+MEM%!;,@$;1QPYQT9`"64T(A%,L/E#($%*=C M*`P.88'/%J;O@?&&0[KB3(-I@%'=GP<_FI'&KEI*2<6T@G,^WB6LCU(R.=-H M^11.E!M0(FX34(ETO=``,8#-M]L&U;E?;/N-W;DW5@S-"0S*$+A0>ZI`([JT M!!`IEVX1-LY5O>T;9R#:+&["V6Z(BW(*JQ<1ERO>8%E-7:I4@FN?04^,VX!Q M'N+J):/F.F,;C7T7R/;/R2S^`WJR6:W#:A4E2K=*JRD,I[,CF,C498.,\LY!P_<#N?' M=R:VNRNEB`K*RD@Z71PR,*@$5%0I1]NK:^(<&O$F[I1VR M?1L@VBX0[:3A9F,<,IB$DD1#@"[5=%04S&(813.8IDX;)M>_^8_-;#=[-9K8 MV=J:&H*D*M&5E(96'I4@TJ.A(Q0#R3>^*^4/ESNFP[@]O>#<+T$BA5E+/571 M@4=3_=92*T(S`(T,P1MKPIMJKSZM89HS"HLI9PD\FG@.I&7FYQT@50C=27GI MIW(2SU-J"RG01,MX=OU#]),G.;C1]@XQL?&+:2UV2P6&-S5C4LS$=-3L2QIG M05H*F@%3B1\DW1[B6,$(**B(#UT(@5!6@U&FIJ#4308@?)7;? MVFY2N<[>YRBR\/-6UP=W=6].N-EJD+P0T3(HL%%G+PO76.W(W.L MX$55!,J(G%?W/RTXCNM[<7\]@Z3S&LHCD>-9#6I+JI`J3F2*5.9J<\-6R^P*5+(P3=02T3)BY-*LW[1]XD),LLH\6.[,Y%4[I18YU3',)-_OMRFDW MII`_C:J.'6FDJ5IIT4`0+0*``H``Q5&([:.RR!?)5IX_:+G3\0T*FX02.9)$Z:0B32E#Y8<(MVO'AV10T MR,A[\ATJXHWAZG.@D$BJT(!HI`RP^7'G3YDW:6$=QR-F6WE20?LX5UM&P9/% M*HID"D`Z6JK$!F#-GBV#G%M!D,:)X>E:TPF<<$J;&D&K$P"LFS7K4;'-XMDP M0P7KQ[R;AIO%2BD2,Q9F`%`*DFJTTD$K2F6(+B=DV MWV&P%:-LK2N39L.6VP!8Y.MN+;85W*+Q.=@[&@WCYP[_`,Z9L&\M76JA4P7$ M31?U%;Q>&L@BC`(T/&2R:=!8I(PKIRRH!04D',^V_#.X"DQ^/\K4 MMK9:]"J(.(`?&2,?,5YVV:^#1=PL]'.VTNR6!N`%4`%A(N!0!4J@``:T=[XS MLG(K&/;MVL1+;(04S8,A`H"K@A@:=YS;ML.Y-#=R@B3)6 M20$U(=&!1A7,957Z)&(^P3LDV\;=[(^N]!J3]W?I%HJP=7NY6&8M]I!BL!"* M-6;V9=+MXPJB"943G;(HJJHE`BAS%]FL[8.#<N']HJE$R+<*I3)Y=V8XO"NZW&RA&+1HY34,F+= MF#9`B9A*F0@:S+CROXC///,EK-"DK$O'%-)'&Y/6J*U`#THND`9`#&U:>=7/ M;:UM;>6]MKF2!0L4L]O#+,@'2DC+J)'74^IB!K\712M*^)^TU_YFOO:JYX6O\`4/FOC?$?U%/X_P`?\;J[NKXGPO!\ M2NFM/!_9>'_E>'W-&G+'_]-_C1@P:,@P:,@P:,@P:,@P:,&# M1@QFAAW]3_>#]S6%/X1"ZF&R_P#E/F7\E;?57%IY%_X1\O/_`,E>?7?&E^J? GRAPHIC 19 g31989g45j75.jpg GRAPHIC begin 644 g31989g45j75.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0QH4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@`````````````!;P```F`````&`&<`-``U M`&H`-P`U`````0`````````````````````````!``````````````)@```! M;P`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````")E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#89T:KTV@OJ=`!+PQ\F`WW3]B<@6]`R"T%^1C5M9H7-IO9/]=WH*WN M9L`%8#H'ODS\8^BF14U,GIU#?099E8YZX5!H+W[?99ZKM^UK7_1^BND/0L8S^D?KY-_\BH.^KF*[_"/^YO_ M`)!)3S#_`*GYTZ9.$P>`L?\`]_:Y3L^K&1Z--9RL$FIA:7.M>"";+;?9LV^W M;#NMF'N<]I<(VG>S^NU=PQH8T,$D-``DDG3QIX[ M,CU;<8BZKTF@FR-QMHL&^&-=M_1?FH0^I^>YKG!^'!$3NOEI'Q_._D/7;VSL MT<6:MU$3R/;[I^E]%4JJ'-(<2P@$;7[@YS1^XT^GM=_)24\@/J?GEH/VO%`= MH)<\3_G5HC?J/U9S=S;\8M.H,O\`_2:[)H=&T9%CC_ULG[FL4F"QI)=998"( MVN:P#^M[&,*]P%3&DRT:C=+=7I8? M1>K,S\:Y^&YE;+ZWN@MAK0]KG?GN=[6JOFX5SKZW?9;;&BE@.UCN??\`G;7? M1386%8W/PWC$NKV7U.L>YIVP'L]W\VSTVM24]0_HUCB?UIPF?S7?^356_P"K M5UH(&<]O]A__`*5:GRZ.NO:X49(:=8_2@?\`?$WU7Q_K%BV99ZWF5W4/<#C5 M%PL>TQ[W^L!5LJ=_H-EGO_2>HQ!3D9G^+S+R9CK-E<_\%8?R935N].Z!=A=/ MQ\.S.MR7T,##?8UVYT?V_HM^@SW/]G^$6SZM7[[?O"7JU?OM^\)*<\=+>"#] MI>(/(:Z?E[EHAP\S\C_$E,;2"SC@M)EI(T([*G6P@G M>QX<8)=!`)_>?ZSDE/__1Z-F:\M;.2XZ"23:3Q_)L479]Y!`>6S^SV_SCM[4?-ZKU)EU;6YEE;3 M2QQX,N._^3^?";#ZKU)^=B5OSGV,LNK;8S^27M:YCY8WZ7\E)3T3[NNZ[:AW MCVM_\FJE^3]:P#Z-`)_JL_\`2JAG]8ZSCWT,Q^D'(9;=7780Q^C'/:Q]F_9Z M;-C';]]GZ-=%Z-7[C?N04\/FY_\`C*:#]FQ`?#]'4?\`JL@+K>C/ZG;TK&LZ MO4RGJ#JP_T[/\);_.*WZ-7[C?N2]&K]QOW)*90$H"CZ-7 M[C?N2]&K]QOW)*58V6Q);J-1SR$"O'R27&VX@3[161$>>]I_ZI$LI9M]H:TR M-8!TD2/[2`S&R"3N+&#\WVAQ^<;4E)OLS]/T]ND_NZS_`&$OL[AKZUA`Y!VP M?C[%`8EGYSVG_K8'\5*O&+0?5+;#&D-VQ]Q*2G__TNH;DG8TG'Q]0#[:JHXD M_G;E!V7:PP['Q1.H_0L/_4E3%S`QA&,0"`1#KHT$^T^O[MJT;J M[`?I?N/2ZCD8S+V-=@UO/HL@N?<"![H;M;8HX=^..HXU9P*JW^O6W<++26G> MWW";7,=L24]1TKJ[.I9&;0VI]1PGL87EVYKM[?4]KOWF_GL6EL'B?O*JX?4, M/-MOIQKR^S&)^\I;!XG[REM M=^^?P_\`(I;7?OG\/_(I*5L'B?O*6P>)^\I;7?OG\/\`R*6UW[Y_#_R*2F-K M2&^V29:.3XB>ZJ#*83`3]P_P"E M4U)2U=SK3%G?\HX'>#F20X-$1DJ&UQH1`0`"`00!!`("`@,! M`0`````!$5$A,0(2,D%A<0.!$R)2\$*AL<%#D?_:``P#`0`"$0,1`#\`R6F> M'Z[[U"=)27E=3>0R#%S)2NQ[2UI=5:1ZK>*?,$P=V-^@@JLZ6;( M-BJ@JJ;:&-$%(\A7*< M<9"79*C88_F+-C*I'!\W$IA!=+G6XR5.$B2X>=M.*!$;#:4^;>1L[.S$+&0C M2#L"]H=-X*E-]A2-G0AR1`]9J"%27,\&02441(@BJH?FID$^2XNBFTA^'W=\ MW,O8%IJF_(248ZG6,NE*56:ATX=]68B?GK`PEEY1FT1CY**B*K)+*-5#%="# M%8I4S'()<7&2FTU[IJZ;+A[S/UU%BG$Z[CVK^S.Y%=PB#8TDE*C$,B)MFCQ4 M'4R\B#LVYE2I-S/E4&YE2J.$2GLS$%6Q,'JS8=DC[9)PE0G)!M2'\'$68B#! MP9Y&35DESP4)"'CN9U]68D)-)1,C8B9E>5$_*4.:.+@IOF6E-RR76ACM2;-? M@Q?1\6^%E0K4ZZG)2S!G*Q<VX6_\`ZB])?TEUG)R\9^"-X=BWQZ7[VVN__ITJ7])>W,S] M?C/RURW=+N;9,!@,!@,!@,#T6?'"?ND\&7S(W^C2'SGP\N3?+9TZCPB[7<.& M;6#&"M3IQ7=6VQVSK`V25D(JM[DJ!+I1)A[%$K25US?(R);O'$>XE)"H6!G'(2#2+> MSCMBL]14X&`0*/*&+C)4X1A]2+)%0+NP M3$,O.EG1DP&`P&`P&`P.\7XB3]XC;_`.A=3\.*GG/[-H:X[NJ/ MB1_>(WW^FC:7X<3N=(VAF=Y4M@,!@,!@,!@<]/BQ/W[N'C[H['^`5LRQKU2-9;?@JW!-U:OL4E)JEPMID;$1]7E6LK(VFOQD9*14S'Q3%U8AKKP#I M/4'0.FK9Z,_5BGV5HC$;.R8QCUGKUB5L9*/:QHI2"'3"' M.YY33K'X+EO9_C*WE>[`KM1YK2B.75>1W-).YB.KE[2AF-6WFK9*E=(E^(*R:O7M(Q%4HTW&6ZZ4&\R,#:65CE8E*4UO:'MJKK)#H;.QDG$2=U(* MMW2;MRY4<-3\@J`J`*XF+1<27&[>9JW5R;N,#7DV,9LK5FR)5>IEM#"??/=3 M:M8:@A(])T^N3AOU*4J4>7KX&#I'#E54P*$2.*..JVUYWC=N32?@7.OHOL^! MJ.QJ5L^LM[7+3\A(MYBK--2*N:K*)UV;KL#/ZY=S>E:\LUC)%H]7C4HIL5FZ M;B4PC.N2W"^:DSS4O*3"C5JR4E9!Y(J,V76NIME'KA1R=!KUUR]=]73.H($Z M594_-`.4PCW4*XIMI*15: MQ@UJ&O-FE%UB\G:T)53+F*F'69+-7/X*A%(S@XUG*M3O&N](0[`NH'EW2D5' M]98*+W!.G;!FXVN*5Z7EXZQ(,YRP4F*K`5.,,X38Q[^7D;9.',Y7;NR.6K!V0$SK(H':IF;/1FY_A6TW"6QI48 M[:4SD=IQZE1E5G%5P^5304U!1U2O1KRRE)C9T0J].6-#Z"B;`EJS$RB(QKAP MD5I9(!)H]3*)CA_C!.10Z9R_KI[5-!1,"I"4%=*NM=8$K,FO# M3:L]`2FG5K@2@6!&:-9!?S,G"P5ZD(0CNQC)-0;`1%+FWK!;([%WWQ* M)PIT;376]5K,DAK5[&$)5G`0[/HIJ\;IH,M#/IAS+&N M6P'T4A%-)F;TI66J5=AKK8K M_8EJ]%J-8RO/MHR4+$-S/TR.5VT>Q4+78Z.:E3*FD`HE`PF64,BW_\`K^_[/AJYS_\`I_F&O]77;JNK:`)K3AA&_P!%3FK3M/8N7-@CB-"LA(\%X#DRZ*C%-3-3=RD5HR.P^#36 M3(VUK)![39QD9$U"(NM(KYG]0=+R$C*)I24K2F2*UI;R[]>,9BOU4RB+=,R: M(@+A=1%P!':=-"MU2;IX:M=:VJ-KMM8W!$W1"-L#>&@HV,6;.I7HGD!J>>A% M+7''0C)*NN[,PNL^H"*J!31KBKJLE.LK*JJ-+$S/H3$*VW!3ZI7M5\,%@@89 MO%3]XUE;I>^J(/)-R=_88S;]_@(AV[;2+]Z6+=.J+'1#@$$"H(J(N$W!$P*N M4QD;RD^CCOE#`8#`]%OQ6G_V[^-K_P":W]!S#.?/RXM1XRZGM`1>FV^C]TWO M;M-5M9:M?-51,&WBS]4L+F-M51W4A/LXU^,K&@P9HVB-K"KE_P`QX:-,*7^( M6*Z.V<[F[B(E($^=N4GK:([>7V3`-*EL=M8I%M/DA6B,VVN369@7EC&(?PCF0> MQ+:,!G%`Z%PW?JJ.030$A[Z[GHXOY4,!@,#O%^(D_>(V_P#H74_#BIYS^S:& MN.[A_%URFV/BJXRPO,8TDHN!:<3]HC!L(Y23AD9213=@ M((LU'*2;LQNC,/(/*&O2$]96%*\/.@-PZTUY>]9G-J?MS8KF-&O2%AA)>:3H M=QW;>*W!]MN++8H5LI.4ZHQK#H3G=)%=D$"**+JJIK"N8W*A!PX-]9.9F>AF M.^*V19A=6D##NY22AV$;8(V7TPQVA74X"2YRS2=E9FQ+GKIQ3,B9HX59N1;* MI.52M':<%*DUK3=8-)S?D3;6[.8IL53MFPM%V'.,)M$T+?(VM669UT,FE!6I MAV"XL#N`Z(ACL)DJTD5)D"8).%3Y9O3(XEY4,!@,#GI\6)^_=P\?='8_P"MF M3EXRO'>')CXQ6/JDG\9[8VMYAI:P5$L'1WE@B(%[&L9QU&QNJ6/AINL^2IW?"OHBP+0+:"V=$`21V%:8Z9M M3.5B*LUAJ%6=`ZQV'!NYNBW.<-)U>VSMFM,FTG6Y7LD$?(1KQ-DW42:*(EMS M@IOJWP;:+L-LHM!<[54BW;QA;?&6WHV.K+-7LU`\8C'0G4VL.X'HHTQ:T.GT:Z+E_$,G8Q2J:[A*3*9$$SI.P=,VMN[*C1(=1,-.H:[.M.H-T+$;,G"DJU",@8?8["K.G#SHGQFW,3;F M163>J(+INX@]'(RS\&FF;5LRTKQFPHB@UE?>U#H,/68J9K#U-K1[%8=356PV MA@H\L4A*D)`&V$XD5C/46Z":#,H%%5)QTS>=IP4X&;_UA!ZEO;*M5NPJ6:(D MJ%K>Y(OE^IBX:.[I2(.R2\$Y48',U54]F6A)PLX]N-MVQ9Z-+NS/ZE+R\5-PD;M M(L*_,Q>(D.U@XY=OS#,V:#5UFMRX;QQQHZH7C$8ESIMS+P4,FJR@Z9+J0:M4 M4BB<9?ZS*<:NV(W$(AI(4956H+IMDE.B:G$2F41,*&.LY_RBX;5#C`TZ;7=K MI+S3ZII">A%XD+&2-JSMW(R`TJ8@FMHF49('1.U6\T_9J]$`K)&2B6QS&.J` M`1UF]RW$'>NPX':VS9V^5VKITYC.-*\"T$V5.9@C*1MW,S]?C/RURW=+N;9,"0SELLEE!,)Z:?RH M)O9"4Y':YE`6F)@K(DS..@[G7)Z:)&M@>OUN>\>`V2!90_1$YH1[`8#`8#`] M%GQPG[I/!E\R-_HTA\Y\/+DWRV=9R_&0T-,1+0L?-.J#"\-[;5C*LNX6J"`[ M2C>'%KH6'V2_(NTT MSF35*5-4ZZE__JP4N-'6`Q]<1=Z]GW3Z`I=9JB;E=I67`\^M\($WPWMG*)S+ MI@D@G;WS.QI)E3*5,6"9"@"Q2*D=9U+;?8W&%I>U.K4XK>FG=;7FV6S1@99L MQI2I*\Y#_%"HU5=9R7A&-B\5 M.I[-I:PZNI^KI:I24O1Z=3>W3#5C&E0JNP(J\HR$]V#%UYN*R2;=PS3*W:E3 M'G%5`B7.,D"(F)NRW`3-(8#`]%O_`/7]_P!GPU<_LVAKCNZH^)']XC??Z:-I?AQ.YTC:&9WE2V`P&`P&`P&!S MT^+$_?NX>/NCL?X!6S)R\97CO"Q?C@/W[MF_O-425("B9R M\M/`>:R/B=O-K5/0WO3\3\5]AVX'9'Q.WFUJGH;WI^)^*^ MP[<#LCXG;S:U3T-[T_$_%?8=N!V1\3MYM:IZ&]Z?B?BOL.W`[(^)V\VM4]#> M]/Q/Q7V';@=D?$[>;6J>AO>GXGXK[#MP.R/B=O-K5/0WO3\3\5]AVX'9'Q.W MFUJGH;WI^)^*^P[<#LCXG;S:U3T-[T_$_%?8=N!V1\3MYM:IZ&]Z?B?BOL.W M!+M?,?BHF>P*$O0:%6(Z^EO%03HCY'4^YHU9K=E[%&H5%9"0E*JWC&"Y+"HV MYBSE1-!(W(90Q2`(@F/LJ;V(Y<+TW6QQ;N_B\F^QX0G%I"U21V,-(C30J\[3 M-@V)V2DC/60(U)-[5(61CDFQ9TLD()'."Q3&,82@4Q!&<8YS'\=EF>,3JXM] MI?$H>2VNO1=NC\52VNO1=NC\5<5]AVX':7Q*'DMKKT7;H_% M7%?8=N!VE\2AY+:Z]%VZ/Q5Q7V';@=I?$H>2VNO1=NC\5<5]AVX':7Q*'DMK MKT7;H_%7%?8=N!VE\2AY+:Z]%VZ/Q5Q7V';@=I?$H>2VNO1=NC\5<5]AVX.S M^ZZ(T)OFE4B*O6O:Y>Z5!,6$E1V$PT>E:1C)U$MVS%9DW,JT=(<^)!,@%5`# ME*``8`$!S%S%ZMZ2J7^KLX(_@WZZ^PY#PCE[`][>N>\UYO.A<>+_P#VH\=?]YZQ MT_\`VJ_S[_?/]_[O>[F2YN[U6E+?U=G!'\&_77V'(>$(JX54-UN)3*@?FF+_BP^7W<0.[DF M9G>2H5]-\`W!Q9)J7L4[P^4"3FYZ4?S4Q).6CXSB0E91VJ^D'S@2ORE%9V[7 M.H<0``YQA[F7MRR5&&+_`*NS@C^#?KK[#D/"..W+)48/ZNS@C^#?KK[#D/". M.W+)48/ZNS@C^#?KK[#D/"..W+)48/ZNS@C^#?KK[#D/"..W+)48/ZNS@C^# M?KK[#D/"..W+)48/ZNS@C^#?KK[#D/"..W+)48/ZNS@C^#?KK[#D/"..W+)4 M82ZB<%'"IK&VPU[H.CJ35K?7EUW,)/Q;5X1_'+N6CA@NJW.J]5(4RK-VHF/* M4?H3CD[3/J5&$6VEP]<'^U-@62R;-TFUOM\;J1418IX^N]B3R@J-H")=1;,\ MK!1#B*V_`>+Y9-,'ZE_`+\%]GZ(]M^` M\7RR:8/U+^`7X+[/T1[;\!XOEDTP?J7\`OP7V?HCVWX#Q?+)I@_4OX!?@OL_ M1'MOP'B^633!^I?P"_!?9^B/;?@/%\LFF#]2_@%^"^S]$>V_`>+Y9-,'ZE_` M+\%]GZ(]M^`\7RR:8/U+^`7X+[/T1[;\!XOEDTP?J7\`OP7V?HCVWX#Q?+)I M@_4OX!?@OL_1'MOP'B^633!^I?P"_!?9^B/;?@/%\LFF#]2_@%^"^S]$>V_` M>+Y9-,'ZE_`+\%]GZ(]M^`\7RR:8;1_P>_%\Q;%[)2'#-'M6$>(M8$7H6X6 M1,)2#(Q:0;R.6L+$TY(E(]:5Y>*V!8(9>5%BS61!S(PVMI,P=$!BE42("@)= M*GRNT1H=9;=EHFVO7\0Q+)UAN2+ZZSA'$&F MJ_(NJB0"-T3%5!-82(G=H.ONE-,X<;#.,I&3G%R1T>G5XN41LL<6+LNC7=2JEYL$V_%%Y7I M**3@6"1B*FDH5[=+G2%I.0YJ(HM1-*4MR")"+&.8I!,8A2&3,>QRN8I)BHEG M*]PT6)\[>-I>5BT435E])1[V-^0<=,$54?12KI9S M%.PUE<-CUI"39O8QNH*4PVIKI)0$`5.CT*G.Y#=&"D[1Z'5I0O#%L"1GW\,_ M<0D8WA;TI0YN1ZXH\(UD&ZKU-9TU1;M^>\;G%@8$R\I%1%1,5"ID,)RN\4O6 M526*B3U7B8&9E09)M;&U2?QJ2;H!>FCW2)7,<_49JD27*SDFIND2.4#``!S5 M.8?D*.HFV9BD,RB>:F_+'I+].&E_Z4:GF>7CR^%X^4?*=_&__O*T?]!M:_#[ M9F9^OQGY:^SRCX=5&=&#`8#`8#`8#`]J>MG+9MK/71G+A!N4U'J8%%=5-(#" M$!'B(%%0Q0$0#/+.\O1&T)CVK%_;)A]F-_KF0N,OSM:+^V4?]F-_KF%.UHK[ M9Q_V8V^N9:G`=KQ7VSC_`+-;?7,A<9?G:\3]M([[-;?7<4';$3]M([[-;?7< M#\[8B/MK&_9S7Z[@.V8?[;1OVQ4C\[=@_MS%>V+3Z]BA^=OP0?\`IJ)]LF?U[%3@?/C#`!_ZAO;1C]?Q4X'R-FK8=^P0@?-E6'LC%#Y&TUD._8H(/FR\?[(Q0^ M1ME6#OV6`#YLS'!_RG`^1MU3#OV>O!\V:C0_Y3@?`W*H!W[56P^;.1@?\JQ0 M^1NM-#OVVLA\V>BO9>!\#>:2'?N%6#YM@B0_Y7@?(WRC!W[G5`^;8HCV9@?` MW^AAW[M40^;9(;V;@?([#H`=^\T\/FV:%]FX'S[XNO@[][IH?_Y/">SL#\]\ M;7OEY3/=1">SL+4X2Y!=%RBBY;+).&[A)-=!=!0BJ*Z*I`426153$Q%$E"&` MQ3%$0$!Y0PC5P&`P&`P&`P&`P.M+C&XJMH<*S&2L&L-3>^R_M>W#P\I']7L+ MCLEHRU%KIZB]Y*\U=+%Z=8W,Y5``ORN[FXB)WE+J]%\[XVQ:*OH37.P(N76I M%FMVR^%:O.VK4E6,\5:[>W3J^DW&M,4KXT<1(2`UJW2`-SJ@DJ@L@543`5,Y M1Q+4.,M.2V5IRE[1CI6:V MO"1=*@I6XTRM6;Q0N.P%:Z>JT@T)-V9K"K.IM>-7?/Y&-".9O1G;"5E=569>ECVY3G#%=*<%V\==)-KV%*\<]<.:=#RJ%1N[N%DI9YLQC&&:0T:'!$U=. M(>)1H!U%GQT>+SK(,7CT1%Y!.$>NE1=)"R%)9N#B5G6DKN'76O'^N*S>=5OJ M"592_7Y"N3$VA9I73,I&EC(5[2K%&PE4V/%WB9JT7;7YUXV.M\>5%5HY*"P( MBG'Z(XK-F2,M$N_'M6'J=@@;]%QLC:(;63R5UALBJ47<-CA2\C79MK$F*+=FS=%DW,6E@:#XAK_>MZTC7MPM,G$.CU#B(5M]$ MD7>I[''/[=K=+A`-775&V+2*]$EV%1E(?<4O*-G[5O#N^D=&923%LZBUVZ=2 M8PE!..1B]"5-!T:*GU8^'VC+D@XN_**VTLEJ.R5VO635$K!'I96\3O\`EAG3 MK0]2ZVLI(%:F_P`[23-TI12EWOQG"T74I:XO]24XT.WB=X] MVM,T6/:Q+B!;L5'JKAFA".WR4FYB4FK@54"1J\@@18R(%Z,52@;DY<5&"YRU M6>R+Y'AS6ELG$B]`9J)1?*J%,W,=H?H3%5$Y3D*+!`"@(#S2HD*'(4A0!486 MYRVTC?+I+1[V)DK3./(N1=G?/XY:1.L`Z\:ISK`/5Y$%.OK\O77*T MLY67Y.=S><+J??K`')S2K/G*A0`ZZICVHP7.4AFMQWN9/!G)*GB`@JVSK*)( MA9\D1\V:PCRN*R$F#QZ^%W*R,)(N&SA3E*0Z+A4A2%*JH!Y'&()F9;(^W=HJ M*F6-L&W<\\D:8/R3L@5,THH\[15D#(E7!(SM9_RK'.)><=0QC&Y1,;EO6,%S ME$Y&Q3\PSC(Z6FI228PR2R$2T?/G+I"-1<+J.ET62:ZARMTE7*QU!*7D#GG, M/?$<(PV43S4WY8])?IPTO_2C4\SR\>7PO'RCY3OXW_\`>5H_Z#:U^'VS,S]? MC/RU]GE'PZJ,Z,&!J))*KJIH()J+++*$2112(915550P$3333(`G.H/4VZQVC15T)P:IN7)2"B@HY%,W1@!L5?D_P`G^W@8Y7OA_!_'EA8W;%?O?[/[&2=R=V(7 M[QOX?\(N:GT98!?O&^:/\>3EN,*Y^D-\W^WCU@1YSWC?WWSPR_["+.^\/\H/ M\$N(_P!1$'O?-\T/GCB/]1#WO]W_`"B_[K$[0(+)]X_\HWSL>GX6%>R7>-\T M/X\>O^9(WA7TI]*;YO\`YP.9EJ/16 M99]$RVVQK^RUZQK+QZW>./&:^ M4^BLR,FC=X;M&W2Z44R!8KB5B2MT55U`3Z<#J]"C'Q4-&V_5NNMTQMEEF438/\?&-M:;.CGZC<[^/4 MZP!VJZS02'63+2FDN+VY,Z#L:\VC6"=>=Z.J>F)G:-,,YF'-@EIK95<@[;:( MFB"K&L5E"5*"GT21O3M5EYV:(O%J$C5&YG)A3(WGB@ONM5-A^,%/K4_'TAIL MBX(6"L+S@14K5M4ZQ+L"[4I`BZ;QPK?8J4>,XA)Z7D8.S*N%0;).6#B.P5"+ MW#C;FZXUMSMOKQ51I`Q%_MJI=`\;=.D17J[M#G'Z M%TCS^:H3E'FG`0Y<(W.`P&!&;I3ZYL*H6BAW".[8J=S@)>K6:(%V^8%E8">8 M+QDQ&*NXQTRD$$7\>Y42.**J9^8<0`P8$C33*DFFD43B5,A4RBHHHLH)2%`H M"HLL8ZJIQ`.Z8QA,8>Z(B.!]X#`8#`8$&V?^338?W#6W^8)#+&\).TO_U>S2 MHLW;Z"@T&39=VL2N-WATFR2BRA&D="]H/W)B)E,8J#)BV465/]*FDF8QA`H" M.>MYDX)2[6I!!9DH"26@!;.GG:J+3N*,( METN3EY.>@V54+RD(807$%3A%Q#D$0[G<$0[@@(=SY0@(@(?,RC\P&`P&`P&! M/-3?ECTE^G#2_P#2C4\SR\>7PO'RCY3OXW_]Y6C_`*#:U^'VS,S]?C/RU]GE M'PZJ,Z,&!9NH[G%4.Y&G)IBN[8NJI?JP+ADDDO)PCJZ4:Q5%A9HA%=RT;JRE M:>S2;U$IU"J6R?J\? M,J/)I':-KM]D?I=I@[*PCF%0L_8L>HJEUDZ+5(YB(B5$K:5-^RW%);L;;/#Z MOJ6V4?54'/0DI/,**U>+OZXRA4I][4M@[`G.U7:3"P3J3=8*Q9V+8G/445'J MHD.JIS"J&D1RN)E9F*T<),VR8#`]0_$'^0W0_P#T)!?@A'9Q^ORY.G/QXN$I MN_\`P9UEGCLT%?D?P_Q8@Y;-H?O_`,'\8Y66T/\`W7]]_'@;%7Y/\G^W@8Y7 MOA_!_'EA8W;%?O?[/[&2=R=V(7[QOX?\(N:GT98!?O&^:/\`'DY;C"N?I#?- M_MX]8$><]XW]]\\,O^PBSOO#_*#_``2XC_41![WS?-#YXXC_`%$/>_W?\HO^ MZQ.T""R?>/\`RC?.QZ?A85[)=XWS0_CQZ_YDC>%?2GTIOF_^<')E9]5<2_TB MGS?XQQ/H3LK.4^E'YIOGCF9:CT5G*?2F_DF^>;(JJYCOC_)_W`XEKCLK&2_N MOY1_G9B?3Y;A7$IWOX!_BS,M1O*L93O#_*-\\V9:C=`WWTRGS?\`=9CEZ.C& M9D!_@[W)QR\1%*T1I9HLA-2CDDQ9;HHBZ-!ZSIL6X;FF[[8738R1FK*'* MJ0K9,%$U7T@JW:(#TZZ8#4F:BW]5C5]-?:ZUKK^@2=PLFPI&D4NL5)]?+BY3 M>6VY.J["LHE>SV9XD0A7<].*-!%J*]?CV-B?.9$]3KD1`P[JPC#QMKZULBUR3=9V?7H!K?4K'&DF&D MDK!.Y)O.QYF3Q1!]@U265B='4:Q:TI#;6"4RTW3<7[B&F8Y2M2T$A/Q]1N]U M4F)%*=MB-C?L9&&3E2*J1#"31_YS/UPJ;9TLJ(9)Y;^&%I;Y:HS,QJJ/MKF_ MQC%>`E)JIFD9J\-']*D8Q,L(62I6K8[*Q.:V*3)1>*ZU78Y>:[&DY%,PDC9F>@XN6>QB*A M0Z\V@9(Q#FEO%^9L4NPMU;9U\8(9HLT>ABG!-YSS%9MS%5#:=;A;71&A[%7GMMA.AA9QM'RC>1DZO%O9%!FJD1VLQ8.W!$S(M5SIDI$ZKQ1:3M$=; M'I[K#UIW1K)>JU;H&SRD,QGH`^OK_L+7RDY$$*PO*ZMFW:+\3]`6,8 M+.5Q0*@X*B6DKMN\]1T&8E(2\[$IM0>P\9&2CPEAM->C%"(RT/?K$V2Z@XE" MRR2WBYK&;D`Z1NFFLTCUSHF5ZNX!$E(\?B6TZ2PLJL%NCE9B1D3Q;/H'T8M# M+/"[,KFHR,@M2;\U4":7NUJ9M4HD7P3*JBG0D:"Y$J!BU+(L.(;34M:TJ7$7 MN)F)Q2,M,J?LDKN2BVJ%-6UTC.-GDXS;+0[23*7;5;5;-3K@X>MYAJJ@11-= M,QB4^66_]:2]^HVO*],%LTIL"O6NR0\I7UXR0@6;.H-*J_DFLN[+(D>,Y15C M,U^\HD+#3"[-2'V)!M#2(1[5PFVN5DKDU$+JRS)PK(E MKI!703YK>14,!50!,.[.LW:W%4S_ZQS0TJWE7,$24=F5<,K*YE8.NN2;# MJ2K]FZ:P5]C2D38RUCBR-/\`%6-'JTB5H_P"@VM?A]LS,_7XS\M?9Y1\.JC.C!@,! M@,!@,!@>MRW:EFMM:=TY'0LE%QJL16*X]7/*"[!-5->K1R!2)=4;N#<\#!RC MR@`4+74.]_MIKP7C]L89_7.8:!N"._CR_P#O M93^[R_W4U\G_`-EX_;&)7]7OFL7R?\`V)E_;QNZD_7.6&7^+.VNKR\E]UX'=Y>Z>R?* M`/D0?]C)^WCII)^NS_`,4".7]O'323]Z>T_(Y?E5\?EX_;QK:3]41'Z(] ML^2']BNCC]W'$GZYRC#KXG#>2X#S=H:H#E$!^B4M_P#9^56A^7D_;QQ*_KG* M,//B5-].`$"[5U$7E'^Z4N?^V$WR*P/R!Q^WCKI*])UU15[\1MQ!N@,!-MZ; M+SAY?HE+M\O^Q51Q/VQII)TFMT2>?$+<1CD!`NXM*%[HC]$I>OD\ORJD.2?L MC!TG35$GG_=]N)5R`@3=&C2\H"'T2M^^2(_*IX_+Q^R,+UG*&OO^[H\4#KEY MF\-"E[G)]$KL+_:B'R*6/R\G[(PL12(N_P#NV'%2XY>;O;A]+RB8?HE=C?)# M^Q2!R=X:A%7G_=DN+)S])OSAW+_*6V5_%11S,\EB:M$'G_=<.+MP`@7B#X<" M\HB/T2VSOD\ORJ$/R\EK'*I1QQ_W5?C#6$XEXB.&H.HGXKCXM;6_Q;FA$*+$*QUKW'="L M9O=NTD&BB1[38D$E.JP,"+LA7K.BU(KE1"-0."9EC&5>*ID7TU[<#.?>1M2V>G-0Y8&<7@UB/GVJ==,5S M.%4$E173%`O<*/)R#WZGN]3N-)A9,T]#S+9['O+)4F`.TR))K.4BF("A`.8RP=P=&B)>O1L(W?15/B]<,8E-HO5WSM]$S4.T2:K19U%R22C@[ M84U$5^K&+<[..370'!JU8:^D(;<]@,_UIJW0M3H%XAI6ESQ4]?W!-KK+03QT MW)KV7UYLF/O";&0@ZT>9C9EF9W+2P19$7SQRH,6YPKUMB;VS+-)R#VK!O[F@SM5,+$U/8,.GPB;08U^2:'K3M[%K)0'" MW1)-=JY6%4D0LZG8]I26L);(FP62/1$J,LU?%C405+'] M4,Z>'<"WQ#<'.L*^PHL="S%SC&^K&UB1U6=@XJK)YK!:TZSE-63"M`?M:BB^ MJ\>I"33AVC$-E"0+:2%-9%B0C=NDD+E)Z'PR4#76Q_?/KK^P(SRR.S^T8XJ5 M1C:U*2>WG^JI&[3[B#K]3A6S*9DG.FH10YV0M$5W(.G;E-=Z]=.51;:Z]X5M M9ZV)1D(1Q9GS'7\90&,)'SC^+?-%7FL*-,:UI<^_!*%:KGG(FCRY6`J(J((K M@S;K*)')^SF.8ZIP%SU0X%`J`D4%HNSX M*-7L3Q:R%EV)T\59V-K26/)UW=%\4`2%BUONM&!@*F5-4[- M1=$YS<\ADQ?92'"[3W_228ODGKQFX%^F[2>ND51:P*!PL4C7-TB[S#6:[NY*-?6B7-'2 M"U03@GLW=:G2:G:Y52,A:=#EC#3"5!8/.IQQV,:U>"KU5L@W/UMYF:P&`P&`P&`P&`P& M!/-3?ECTE^G#2_\`2C4\SR\>7PO'RCY.W]\U*RZTUK9+E!,=10, M&[DX=!NHV0EVUROS]=@?L1E[-QWXY.O+!^H[Q:>8B\_8C+ MV;COQR=>6#]1WBT\Q%Y^Q&7LW'?CDZ\L'ZCO%IYB+S]B,O9N._')UY8/U'>+ M3S$7G[$9>S<=^.3KRP?J.\6GF(O/V(R]FX[\?L1E[-QWXY M.O+#U7HC:$NR!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@5)&6N!KUGV2TF7BK!=Q<(UXW*I'R1R.&IM=T-L#A!9%FHBLEUAJHF)BF$` M.F8H]TH@%J9B$R@NX7\1?HNF,Z_:63%:N[/H5TDROTK*S;R<#6)DDA-0AC,( M9X+CMEB4S84EB"@8J@\_E`.052L*'T)5;EHO2ULI26QJSS6KDO-O+ MT>*;OZSH[2VK;C)/'TK4+$];2$[;=>S%F24%F^(M(2X&2V#-VJR4ZL6&VUB]ZI9SE<=WB:53U/>*W M;*@P;@S5IU4-#3>O6,Z62CD$W#Q)Q*/ICD<-$I%+J;K):16/7+:T;(WO- M?8O+%O1?,>$Q[$VMHA$QYC$8($<3J0-UEBN5!2:B*`EZT M"I+9FL!@,!@,!@,!@,!@3S4WY8])?IPTO_`$HU M/,\O'E\+Q\H^7H=OF^-,:NEVT!L79]*I4V\C49AK%62?813YQ%.'3QDA()-W M2R:AVBKN/73*<`YHG2,'?`<\\<9G:'>9B-Y0K]<'A:\_^JO=E#^R4X]WO<@8Z\OZG M;CF&C^M?PS?">H'NKI/@W'7E_4[<ZND^#<=>7]3MQS!^M?PS?">H'NKI/@W'7E_4[<ZND^#<=>7]3MQS#D,S1-(LVD@QM$D[9/FR#QFZ M0)`*(.6KE(J[=PBH6%$JB2R)P,4P=P0'ER?A6Y[->>4$O]1@?`F/P'9KSR@E M_J,#X$Q^`[->>4$O]1@?`F/P'9KSR@E_J,#X$Q^`[->>4$O]1@?`F/P'9KSR M@E_J,#X$Q^`[->>4$O\`48'P)C\!V:\\H)?ZC`^!,?@.S7GE!+_48'P)C\!V M:\\H)?ZC`^!,?@.S7GE!+_48'P)C\!V:\\H)?ZC`^!,?@.S7GE!+_48'P)C\ M!V:\\H)?ZC`^!,?@.S7GE!+_`%&!\"8_`=FO/*"7^HP/@3'X#LUYY02_U&!\ M"8_`=FO/*"7^HP/@3'X#LUYY02_U&!\"8_`=FO/*"7^HP/@3'X#LUYY02_U& M!\"8_`=FO/*"7^HP/@3'X#LUYY02_P!1@?`F/P'9KSR@E_J,#X$Q^`[->>4$ MO]1@?`F/P'9KSR@E_J,#X$Q^`[->>4$O]1@?`F/P'9KSR@E_J,#X$Q^`[->> M4$O]1@?`F/P'9KSR@E_J,#X$Q^`[->>4$O\`48'P)C\!V:\\H)?ZC`^!,?@. MS7GE!+_48'P)C\!V:\\H)?ZC`^!,?@.S7GE!+_48'P)C\!V:\\H)?ZC`^!,? M@0]];*[&R#Z*=WF2)(1BJ*$@V381[D[-=PS:R***YFU:633548O450*(\O,5 M*/>$,?A+]VV\=ZOYK^7,O[3H? MBKC\%QD\=ZOYK^7,O[3H?BKC\ M%QD\=ZOYK^7,O[3H?BKC\%QD\ M=ZOYK^7,O[3H?BKC\%QD\=ZOY MK^7,O[3H?BKC\%QD\=ZOYYBO8N,O_1[*ZW_P!G8#_H6+_XBAGK>9FL!@,!@,!@,!@,!@3S4WY8 M])?IPTO_`$HU/,\O'E\+Q\H^4[^-_P#WE:/^@VM?A]LS,_7XS\M?9Y1\.JC. MC!@,!@,!@,!@>T[7LC'QNL=+[`W,(=7D#/+.\O1&T)-XUU?RD@/;B.]DXJ<*_/&RK!W[+7P_]LQWLG%3A+C+\ M\;JH'?L]>]NHWV3BIP7&7SXX5+RIKGMW&>RL5.%N'X-RJ`=^UUL/FSD6'_*L M5.$N,O@;M3`[]NK`?-GXH/\`E>*G!<9?`WJD!W[C50^;88@/^68J<%QEICL" MAE^FNU1#YMDA@^>]Q4X+C+3'8VO2_37NFE^;:(0/GOL5."XRT3;.UL3Z;85' M+_*MD"'SWX8J<%QEHFVOJTGTVR:"7^5<:Z'SY$,5.%N,M`VX-2$^GVEKHO\` M*N]9+\^3#%3@N&W-NO39/I]M:R+_`"KY52_/E0Q4X+AMS;UT@3Z?!- M(?8-"L4>A+U^[U"=BG(JE;2,U;\H(3VU8?7\5."XR>,U;\H(3VU8?7\ M5."XR>,U;\H(3VU8?7\5."XR>,U;\H(3VU8?7\5."XR>,U;\H(3VU8?7\5." MXR>,U;\H(3VU8?7\5."XR>,U;\H(3VU8?7\5."XR>,U;\H(3VU8?7\5."XRS M13%,4#%$#%,`&*8H@)3%$.4!`0[@@(9%?N`P&`P&`P&`P&!UQ<6W&Q%\%#.6 MM,IKY_L%.[;:&`29L+$WKIX\\?J/74B+E19Q$2Y7!52FY@%`I!`>[RCWLW'' MMZLS-.06X]K6>(T=1=E4DBL;*V^_<,L,,>5O$RCDL)NS3S)L:8.RC!E M6,'?%U6BZIDD2O4$C*%,ESTCXEJ-7'FE\8>UZQ8G5-XAM>5F&MSF3I52CHZF MS3-JV8W^QZWJEL)5GAG\]849-[.25*7I*[8L"ENX8V\2P:1==W0%GX+=P4A>;'V(C(BLSV"' MA$UTXUH8[=2638+.#&012(R;&-( MOK4*-M;83EHN$DT1%GLN,@]-2[=Y`G^@9R+F/16>$3<.%V8KW?3[CB>F3M;2 M-U/(F?TY\QKME>(3[&<;P,[.[^W[PS1$HWA"HP,K:ZJPV7HE=W)*H*,W#:OR M!79B$%!=,@I'*YQ^)R(:$8^*#><5O9I*.V=+,I!U'R%0E*CP^W?2D9U>K-PK[=NLZ0?1[L55W#0QV)7HK=*5N-$;;-5ROZVBX$ZZ.RN'UC<) M5_*EFXJ2U=OFQV&&K%BH)V!X]^X?/5:H^;N32C5B#)5$3-TG[99N\,*<_<(8 M#`8#`8$&V?\`DTV']PUM_F"0RQO"3M+_TNRNM_\`9V`_Z%B_^(H9ZWF9K`8# M`8#`8#`8#`8$\U-^6/27Z<-+_P!*-3S/+QY?"\?*/E._C?\`]Y6C_H-K7X?; M,S/U^,_+7V>4?#JHSHP8#`R@0DT+;K@1$H+04#.@=!'NQ;"V(4#G<=/T71=` M0@\HGY>:`=WER#9.6KEFJ*#MNNU6`I#BBY1405`JA0.0PIJE*<"G(("`\G=` M>7*-#`8#`]2N_P#]WG27_`ZA^!!\X_7Y-\PW\>=4]&P5[W\!O MG96&-6[W\`?/P,,MWP^9ECU6-I8-W_=_P_Q8C_U$3>=\W\K_`'0X]1$)#OJ? M-'YXY8_U1`97Z4^(W%:RO>/\P/GCDGT544]WS?,_M9K)Z0IN>[QOX?\`!',R MLJ/L7TQ_Y`_QY)]5_P`_Y418?I5/F#_A9EI0-B^F-_?_`.$&8Y;RZ1M"B[%\ MG_9_=#F9]6X]?E2DQ].?^_\`G9CEM+K&T.R;XL[XPN8X.KZ:GWAQ(2_#[?)- MOXU1:0G;7,W:DV#`M`3575ZNU3!.39H\TSUJ4IR@==!$AIQY=9]G/[/K M[Q<>3V@04Y#V>%B+'79-C-P$_&L9F$F(QRD\CI6)DVR3R/D6#M`QT7+-XT6( MHFH41*8A@$,[O(RN$,!@,!@,!@,#FKP[[KY.IZ]MKL```(VJ\LY5Y.3DY03@ MWBRI^3DY.0K0?_TO\F&<^7'UAUXX(AR#R9<)E^['E*+"15:)=XR$ MD(U]=JA"0#.8AE9=JE:7\HDA6U8]JA#S(-Y=L\`!9*"FB!7`$*59,QBCD54* MFT.'N^:PV-OBH5^L;4C*76W=KF'2529M9B:`FIX'840DDZMT3&++FL.L+/%+ MLW*@B@K&OT>:<4QYH%UND(F-V:)@:WLY^;5L`:@:EJVLD]SN$H"L(LJ[!7R) MB+8R@TH0S,$[''T6I3+& MH3>HR7"U-)0'5>GDX?7U9UB38-ULT%.';-QC;3#U=VS92,*@('!Q)LP*Z58K MB\(*]V\L/$+K>C2VY43:XZ"9K>SY:G6L6;:N-WEY"F<,]6XCYNWNED>520(Q MH,V2+9).Q,NK)$014,V;*'<-Q7NG.U=QU"!I5/NH0,-:X23VQ3Z?'.[D=S4( MJ&FY2R*5V+N+=]8:R_.#.)G.C41?H(`FJV,+AJLH7HP5$*7U3Q,<.&ZV4OV] MKHE*F$R,)\*G?M>%<6*4:[#UMH*WS+I1DS@Y%NK8SAQ,UV#EV":KAXL\>%[B M[5=%903$PR;787!5"V&V;L9V:E)GDM>U&&GI1K7SNH!6KOZ[:]X018YNUKBH M*3D[2]K2<\^19F,^?14D"[U(Z2:)DQJN.6>UJL;$U?#1VHJ\^A+\[:P,3?H% M"M"O`2-3H5VM59<.8M)@1TG3H>NUMS'-I%)USF;^79-F[8Z#EPNW&=4N527;D5C2K(G2Z;I2B3!4L) M,<7>@88@.'E_9H,FT?)SP\;M+75)V+'Q$B(# M(13&[UJ,LS2.?B!$P%ZQ;R94E>0I?HRCW`[V$6+@0;9_Y--A_<-;?Y@D,L;P MD[2__]/LKK?_`&=@/^A8O_B*&>MYF:P&`P&`P&`P&`P&!/-3?ECTE^G#2_\` M2C4\SR\>7PO'RCY3OXW_`/>5H_Z#:U^'VS,S]?C/RU]GE'PZJ,Z,&`P.:-:W MM2X&NZ8JLPK*S]40TGM'4>X8&,37:/.K738MYO$"\AG$BV!@Y?UQ]-Q#]!3D M.0KV..F("GS3GQ4ZS[M1,:8IQ!F)1>:DG4DX`"&<'(5)`AC"BR9MTB-F$=)?\#J'X$'SC]?ER=. M?CQ<%#]XWS#?QYU3T;!7O?P&^=E88U;O?P!\_`PRW?#YF6/58VE@W?\`=_P_ MQ8C_`-1$WG?-_*_W0X]1$)#OJ?-'YXY8_P!40&5^E/B-Q6LKWC_,#YXY)]%5 M%/=\WS/[6:R>D*;GN\;^'_!',RLJ/L7TQ_Y`_P`>2?5?\_Y418?I5/F#_A9E MI0-B^F-_?_X09CEO+I&T*+L7R?\`9_=#F9]6X]?E2DQ].?\`O_G9CEM+K&T/ MVFTZS["M=>H]*A'UCMMKEV,#7H*-3!1[*2LDN1LT:H@/\`0Z!+;$>7N[5&E-)#8#-LP=6VR0U;;/7* M6L==JJ-VB\R]9).5TTOHC$()C`7NB')EPF6VW9(:P+3ZA8MAR\NWK+39NIW] M8E:K%3=E49W$294HF372R0\.I7*[#76N$DTW+65?;J;`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`(@D!P3 M.!!OJN/"(-L_\FFP_N&MO\P2&6-X2=I?_]3LKK?_`&=@/^A8O_B*&>MYF:P& M`P&`P&`P&`P&!/-3?ECTE^G#2_\`2C4\SR\>7PO'RCY3OXW_`/>5H_Z#:U^' MVS,S]?C/RU]GE'PZJ,Z,&`P&`P&`P&!ZY;7JN8VQI'4<-#2,;&KQL#49-563 M%T"*B(5))KT:?56[@_2<]P`]T`#D`>[GGX\HX\IF7;EQ[1"BS<%U\'E_]ZJC MW>7^ZF?D_P#LS-_LC$G32K;8_!1?3!R!:ZAWA[YIGY/_`++Q^V,,?KG,-HIP M0;`/WK;3@[@=\TU\OE^U6/VQB5_7.6P4X%=AG[UOI@=SD[IISP3EC[>.NDD< M)UU8]?@)V,KSN2XTD.7Y9IW^Q\J(Q'VQB4_7.6%7^+WV8J(\VZT4.4>7NFG_ M`)8C\B''Y>/VQB3]]JO#CU;;>OA((!]$O&6-(_. MY>Z',3;+AR``=_G?P9?W1_4_7.4"D?B4=QO>7F[CUF3E_P!M'6D?DDY5Y)_P#=[=[/ M@,!-^:E3YP#]-#7$>3E'E^0QR?LC"]95Q)_]VUX@'XB).(K3J?+SOIH*ZCWQ M`?D,T-1*!OO\`NJG$ MD[,82\4>CR94*87KXX%4ZOS6Z0$3%<)T&_-Y/X>7-]XPY?KG+6_5%L MGE?"?8+_`/MX[Q@_7.3]46R>5\)]@O\`^WCO&#].\8 M/USD_5%LGE?"?8+_`/MX[Q@_7.3]46R>5\)]@O\`^WCO&#].\8/USD_5%LGE?"?8+_`/MX[Q@_7.3]46R>5\)]@O\`^WCO&#]K\Q>9ESI`FYE7H`;D.<`$PI-6X'$B"7*()DY1$1.8YS8F M;=(B.,+#R*8#`8#`8#`8#`Z\>*?@KJ_&FVFJO:+K/4IO2ML=O-74#'QT@L]6 MD-2:ZCSMW!)`Q2)IID+S@$O=$"H@ M@V79+&*JV.DZ12=D+:GR<'](J<=KU$>*&I1LCJG2VO*&JPFV2*=%N%28U&LZ MKA+'LBIEVM%RZC&U0,*LW(O$3,$:6?JLNO.))*'BFK6+?LYGR]*I%NE-6G1O MM>*RT7=(IM#'AGR)+:SOT7`RE5=51_8VMCZJW;S]?FS,Y*"6CE%W21QY3%,* M1DJGX6>RVEZ+`7>LW?5EBU]+E@Y=^ MVJU:HII=O;*D\A"76-AIUQL>`O%KB7,IT+5TUC9_HP*L+-$XBU,P_`?#LU3' MF+14+&QE*G;Z7>:K)ZI0=47:4-;]O&V\FML6L2-SD^UIRARR[I&L2#1RP=1? M:;U58[P5&Y6HMDF7!.#)W5)8=C(RE@JE6*[IU4SFYMS,,F-E[1E6;KH^;)&5Z=PXBVGVIN%U+4MTH]@AKF9>L4*H[ MOJ%?HHQ$P>-@(GI;%:LX166MRZC0*MRBU>?J!5]G,GGH2\),GD@E-UNTQSJI.#UVZT"Q7 MC9%W?1]KBH&X5IQ,WV)<;)P*N3)1J)5"=GK(/7J"XM*MV<%T7N>Y6BUO M[9$QR5E69.#Q+RA-YY))PST#OO1'3NW"UD8%D5NJ;R[13,*21DSPZ"'*8JG2 MI")I&&'`B5D\KSXVS&CA>$V`POBICZ_`!"*XJMI)13HRG((*BV'A^`>9@W#B4CMW=1FRM0",=1.NSP4-XK@R;MD5 M(F$OL>5K67DIP;,!>Q44K$(C%V!ZP8'CBHM5TXMK6UAPF>]IL2I79M=HY_&5 M!O9FT76TZ4JQ-&,K5KC4M#>5^`FUK?)N8NI1*VI&CF.9+I/5T&ZW5E7+@R1' M(U)FW,C"(-L_\FFP_N&MO\P2&6-X2=I?_]7M6@:#L%O!0J"VN]AI+(Q,AVXITU4V:)%$SE&&Y2F(JXR\_6<2RWB/?/-_L#W"VWP/BXR=9Q) MXCWSS?[`]PMM\#XN,G6<2>(]\\W^P/<+;?`^+C)UG$GB/?/-_L#W"VWP/BXR M=9Q)XCWSS?[`]PMM\#XN,G6<2>(]\\W^P/<+;?`^+C)UG$GB/?/-_L#W"VWP M/BXR=9Q)XCWSS?[`]PMM\#XN,G6<2>(]\\W^P/<+;?`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`8RMKX==K[`N=_:2"\BD[> M)1(PMQ0[*S=IJUUU5" M+1NRZBI'M:K.4W8-*H%[+&L$3()V_6YK@\?B<>:Z<(6-\R(L*+!H5PJ<%QE+ M[I6HV7@^*J/C;#K!=;:_$5I_;M+3/?:8@F[BZ32N&JNS:L@*DCS8V9"4TQ)+ M(B;G"HFY;&$Y3F5(BJ<)<9<.C>ZV`\(8J<%QD]\_6GG#HWNM@/"&*G!<9/?/UIYPZ-[K8#P MABIP7&3WS]:><.C>ZV`\(8J<%QD]\_6GG#HWNM@/"&*G!<9/?/UIYPZ-[K8# MPABIP7&3WS]:><.C>ZV`\(8J<%QD]\_6GG#HWNM@/"&*G!<9/?/UIYPZ-[K8 M#PABIP7&4+V1LC7;K7=]:M;[2W+ES2[2@W;H6F#67776@WR:****;XRBJJJA M@*4I0$3"/('=Q$3<:$S%3J__UO M00$,O6<2EQEMGN_-**,W9([>>FFL@=LN1@Z>WRIOV;9X9(X-5W;!"S1J[ULB MN)3*(D_&]^%UP?^ MY!7UI<=>6)+XGOQO?A=<'_N05]:7'7EB2^)[\;WX77!_[D%?6EQUY8DOB>_& M]^%UP?\`N05]:7'7EB2^)[\;WX77!_[D%?6EQUY8DOB>_&]^%UP?^Y!7UI<= M>6)+XGOQO?A=<'_N05]:7'7EB2^)[\;WX77!_P"Y!7UI<=>6)+XMVPVI-2KY MC%QG%=PE24G)O&L=&QS"D.WCZ0D'RZ;5DQ8M&_%$HX=O'CE4J:2293'44,!2 M@(B`8J<%PS=DMU^IKY*,M_$=PRU627:$?H1]DUG-0;Y9BJLNW2>I-)/B::N% M&BCAJJ0J@%$@G3,4!Y2B`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`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``!'%QDJ<,Q5M1W2V%?J-6(1B+*#4GDW$P MC(MT)%JF\B&A6\LM-[JFUQU?MM ME?I(,HZH2S.'=%>$DFKJ46>34S7^M0R#F.2Z=DUEH%RBL=84#%43,0"BH10I M':+B"IJV\A-*[#FW;IB$$ZC'*54RSI#D/&NDN8HR-,$=BKTJ9` M02;GKLB4QS\T@'CW1>7E;K`2W&4J<)-!::O\W),8T\*XA!DXB>F8U]-MG[:. M?(0%3D[FLW;.FK-[SG8EB0S:H3 M2#SM\]77&19J1K5C.(G<$<1\@[?`@W9+MC-%0."A@$#)B7NF[F6XR5.$.>PD MO'-&;]]&O&K"1%<(Y\L@DOTX:7_I1J>9Y>/+X7CY1\IW\;_\`O*T?]!M:_#[9F9^OQGY:^SRCX=5& M=&#`8#`8#`8#`]K6L/R::\^X:I?S!'YY9WEZ(VA.\`B/DXIO>HYO&NIY"PU:!M*"4,$ M4^FV<@[(WL*2*"22YS2ADE5X[KC(I71RU*UF_$'IIZR:R,=?8F69OJLSNC%: M%1DIGKM MIZNBV>S)-OK6%.N6.'7B7==;I5^I.[B#AXZ[2([<(S,6T,+-1H@Y1/S1%0Z8 M"GTA&&8[^U2][4%2S=E$B;S9=>.%9V+EH5-2PU&Q05/L*CE#SQCM4S51%O!:(L@**R96J2;J.7; MF$JJ#@J0J4WE^(G3\+=(K7SJX-U[7*V=&HFCH]C)2"<1*N*IM2Y)+6!\U:*L M86(&'TI9RG>KJ$:I.HE=!0Y%2&*`J6,L7$KK"$>U^+8/WUGF)O95,U>_AX-D MIVG39J].NA@)"],)(8]Y58>2:_YRR4Z>(Y#2A;NYF]=6Z4B*;IG:>Z23K!Y6R1DU"ZYYV*H M;-(BMK'7^U)&2K+=])0RDZJTA]DQ[%M'(\Z3D94BS=!`W(D=85MJU5^+&@I` M].WB;!)$1OFLZ4Q[/&&%21;;-XB7G##'VI(CV58@,'#[(BW*[OHA65&&,V<( ME56<"U2%+"HF[*G?[5.52)!RB[BUKFG&KN3-N9/IZXV).ZGOZK-!%91RU\5[ M]7U6:H+E3!9-PW52$X'4*B*7#A$&V?\`DTV']PUM_F"0RQO"3M+_T.U;5EOD M:9%M'\:UCW2LM0)"J.4Y%-THD6,M=9/!2QD0:.V2A'1HU\J1,XF,!!-SN:(@ M`AZIBWFB:6M`[XOE>C&T2U/$N&;:#\7!*\8J'.YBDH2_5]@@X4;NFPB,9&;* ME2HF)S!,91,RO2"D3DD\8E;E\L-Y7%@TBFHMX=V:&J#VDL73@LPDX1AGK<\< M*J)6$RR:,YAO!N'$<1ZW21Z-8YLH9^H@5FUGKA('()TSK=&L"8J"4A M`*CC$$S,IS*\2M@0ER.*G&Q[6*"!AHU5K--5W+AQ(--=4K7\C(+':RB:?T;6 MG%.V*3F%2*N<#E4/R'"=8K5>S!)<2>S$)1.71.GK=O'/F[5FR2@[E(`T21(B"1U^4Y3`FF`3KE>S3+Q0[$ M3?RZ2AT(=XGUZ9.^5?+:K&0372027 M51Y`7.J)""7415I,V@^5$\U-^6/27Z<-+_THU/,\O'E\+Q\H^4[^-_\`WE:/ M^@VM?A]LS,_7XS\M?9Y1\.JC.C!@,!@,!@,!@>JW\HP]V_MD@FYNT-B%[G]S=K* M'SI,,O7C_6$[3F5>R^[-S)=+T>W-G)\G+R('?*`'Z#=NW4>0H\G1;)N2?)W`_VDT&:Z\?ZPG;EF7&2Y\3_$LU,OU7B' MWFVY`[G0;:OR/)W^]T=@+R8Z\:C^,+'*;WEPZOG&-Q=LQ6ZIQ4<1[7DYW)U; M>&S4.3Z'Y'16$(XW? M6HYMTBD#-/%S%Z[M6N,T3*&5,(K3K`@KG`SM!TJXY3NURXU%QL]-F&3`8#`8 M#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`XF;,X8]'\3;BXP6\*1X[Q58V6 MA+0;7QEM];ZC(/-5Z[9N''3U&?@'+GI&P,O$4]C1VZ2S4T M4N,A"/(&/(D^C79W$?))G50=HKM%E6YRW2O4^`G0R2-"%,MQ)+ZNHM7US0+( MG/-DI^NU2H1<;!0<;UE*)(UG&CK-4&TFB^9LRRLHJU1;N)2063K)Q(ES+VN.F'![-?:]MHP-I=1`(/ M;=4J57HE=V77C&154862*J-,CF!$CF5BSH)K%4:'ZV\ZP(FF^N'#3KZ[)4Q. M7>6E(:)4'M)A5F:DE;](;&G%[?/3TL]0=RB4Q.HO6,BFC$[RK_9T M@!HTK]]$^+_$;;(Y)LLX.FRCGJ#1H#=LP8I-Q;1@N#C5E$V:Y+7I/H)6-39MYQ;8.A-F\B2`PIS&9)VOALJRA4U#''H M6ZZ8F$KA3!:3;#X?X79I=G,K'=[^2`VQ0Y'7-DK4-:5N6@7==D4(5^O M3G5F9]:CY1Z<4E)!=H1V]48HTLBFR;UVF1BR1`#GMI1DD^;G1=)D4*+?4GPUZVD M49A-$DW$J3%NHER%S&/VW2QLCKG<#W?=:9Q:<@PD&C>+3VS*.Y9=(Z2AE^LB MU,?J2+9L@+3JK:KIM.L[,6'05`18^-%T MLCN2D!YQC.%S)E$01;MDDB6L7`@VS_R:;#^X:V_S!(98WA)VE__1[9-=U-&1 MUA)7-\NKV?4V%$BQCF9TDGK^1M;60!D<7"R;@C2/9MH)R=93HE3&5%%(`+TH MJ$]5ZQ#S5I,ITTUD:;HEWO\``O'*L?4I"&,C%OFO1RKRNNUNSIB=4!N95L1* M'F9".0$"&.!P<*F$2@B/++UB)6M)E=?ZMU=4FZHP2GID&<]/U*$>B52+=N&0 M7#4<7LMDY7400*2*.BZ=.&B*+I,II!%LHLD)034`L[:3*]8T4!<*E`P+$LC# MV$DVV>.X=FQ%#HE$T7P5>.F[E%.'*7^)>*5>5G6C%-VAR-WPE55(!2@`!J)O MT28B/5765#`8#`8#`8$\U-^6/27Z<-+_`-*-3S/+QY?"\?*/E._C?_WE:/\` MH-K7X?;,S/U^,_+7V>4?#JHSHPL74$E%PVU]9R\XZ;L8.*OU1D9QV[`3-&\* MRGV#F75=)E(H=9N6.24YZ92',H7E(!3"(%&3M)&\+TO^V:G,TF<8MWIPOU2V M9L>-I4AW%56CUT6?2E!4J,VF4A?\U`R.8B;]FK MT]U:4>P:ZA)[1:=PC2V"H1%S2N&T&*272.74>]M,>PD:XHD*)2OV:%2JR#HJ M0''I#2*R7/3,(B6S>M;I%:86O#3&E)*L%8;(7@[;=(./WO8&I7B`_=XTG_`,"J/X#GSCP\N3KSVXN`SOO&^9_$7.KG M.Z)/^^?YF5/16DU_^=_#EGT%$6OO'_DC_@AFO1'$Z]_3./F!_'D](6-W![8G M?7_OO\#,3O+HX!;%_P#W/S%?GCG.=_RZ\?11^K:CMF^;LU[4]$1MJE=R2]R@ MR:U;4@[U"UHW!H_1?PTG"/8]1%U%.X5TU!YUX%$BL"(&<'43(D8Y>'+=W]-= MG]7WATA]TU[1.IX/B,L]9N>\XFC0+#:-II[!>-KTY;FS)-.2?,&[@2F4.H8H M`NX(DT1=N0472:M$E"-DJXS5Z;+HPA@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,"#5+_7^S_NYC_P"C37F6?1,ISD4P&`P&`P&`P&`P&`P&`P&`P(-L M_P#)IL/[AK;_`#!(98WA)VE__]+MZTW4;78:/(R5;FVL:TAZ_2&E@CUSS!S2 M[*P2<7&L2&81T5)M9)FPE>A>+UJ4_>5O:T)* M;<8M)KM`^K&,O5+])QCE=1!Y$N[<$)+QZ:KYBTD):/?3SE5=8%DB\],BJI_D M\K2>NFY4Z^S+VQGN&H0E;V"\OB;MNZ&H/XU>*E)!-\Q=V"EK#7%5&KV+C"K/ M8ZIQ1F(JH=8ZBB1-#GD341`\CK-Q2ZQ%V@S;7EFF6%M32EHE5;7<+&65_7`4 MD^TA96!U#MY,8A@A$F;J.H%_+-D9,ACI"B8!YG2IIB8-7LE2PI]?SQH>XV)@ M+*6@:/*1D7-2T>JOU4YY9RNR;.V`/&S-=VQ3>I)I*GYA13.Z0Y2\BI1Q>R5O M+,7W4UAUZQ824K(04BSD'#!JBK$.GYC%7DJ=5KRV(9"4C8IPH4(.WM.D.D10 MB2_.(<0'F">1-K,5JJ_-(8#`8#`GFIORQZ2_3AI?^E&IYGEX\OA>/E'RG?QO M_P"\K1_T&UK\/MF9GZ_&?EK[/*/AU49T8,!@,!@,!@,#U@;3H]JO>AM.1U3A MUIEZTB:B][WLX<9B.7*W;E$S'&G$E MSPX;L.!N;0I`>Y]L(3Y0?+E,Z=^.7.>/+>D<><,F]5!-S->R)N7O?\XP/\\(_$3(**)-=:O1,8#"45YVJM$Q`/EK.YU!(!^4`FY1^1B>?#3 M4Z[9\6SQJ28K" MQTQT_.#Z'_XBZG3Y>_\`Y:]I\F/V<*C^1'#E>SBM<_BD/C")85>S^'[K'.Y> M;_\`%;227+REY/\`\_9*?)W47NZ<=*>C+XF+XH*'X#ZBINS=L3%3/%QL"+,VD M>16-F6&DJN[$W2T6JRS!P^CWUBE4N8:=EFJITE1`&30YFJ:J[[G.[7+E=1Z. M^;#)@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@0:I?Z_V?]W,?_1IK MS+/HF4YR*8#`8#`8#`8#`8#`8#`8#`8$&V?^338?W#6W^8)#+&\).TO_T^U[ M6]]D*A2UH)LTB%T+'%4T)8DF5[UE(U9>L9MF@B+609=!SG[8H+`8IC"0!*`E M'NYZIB)IY]=J60CO>QH62S67)W>W5H:*-'RD?-!L1HHTL#1TD>8%R1 MD4%14;I)*I@DKR'^B$I>2=8JK+G>D+M-^>V]>MJRB441*KUV%K$E:J1 MD&B"#7K)'$BY4%PLB4"K'3,ES^3EY`'NY8B(LFYK1^Q6Q;%"V:9MT;*I-YR> M;6=I*.`*@9)RC;V3]C,E,V-RH""BV%N=,Q$DQ:I&%,Q MR`;),1/J:X8>[7I_?)I.S>3L[[42'L?%QD/%>S>3L[[42'L?%QD/%> MS>3L[[42'L?%QD/%>S>3L[[42'L?%QD/%>S>3L[[42'L?%QD/%>S>3L[[42' ML?%QD/%>S>3L[[42'L?%QD>S_613$UOKXARF($, M5."XR>^?K3SAT;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$ M,5."XR>^?K3SAT;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`> M$,5."XR>^?K3SAT;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;` M>$,5."XR>^?K3SAT;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=; M`>$,5."XR>^?K3SAT;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C*%[(V1KMUKN M^M6M]I;ERYI=I0;MT+3!K+KKK0;Y-%%%%-\915550P%*4H")A'D#NXB)N-"9 MBIU?_]3W9>_#J3SI:Y]V]9\)Y:G`VSW;VL%&;LD=MK6#60.V7(P=/;97G[-L M\,D<&J[M@A8(U=ZV17$IE$2.6YU"`)04((\X)4X%1^^+:/A0\*GN`D?6?Q4F MA[XMH^%#PJ>X"1]9_%2:'OBVCX4/"I[@)'UG\5)H>^+:/A0\*GN`D?6?Q4FA M[XMH^%#PJ>X"1]9_%2:'OBVCX4/"I[@)'UG\5)H>^+:/A0\*GN`D?6?Q4FA[ MXMH^%#PJ>X"1]9_%2:'OBVCX4/"I[@)'UG\5)HW;"[7>4>M8Z,XE.%^1D'JZ M;9DP8:WEWCUVY5,!$F[5JWXG%%W"ZAAY"D(43"/>#%2:,Q,2VU:\Y(RG]\\. M\&\50*Z2:3&I;'&.5&QU%4B."(/>)9!4Z!U4#E`X!S1,0P?A)<,/HVF/6;Q4X+@\=+S\)+AA]&TQZS>*G!<'CI M>?A)<,/HVF/6;Q4X+@\=+S\)+AA]&TQZS>*G!<'CI>?A)<,/HVF/6;Q4X+@\ M=+S\)+AA]&TQZS>*G!<'CI>?A)<,/HVF/6;Q4X+A-DHC?ZZ2:Z&T]+K(K)D5 M162T7=5$E4E"@=-1-0G$:)#IG(("`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`(=P0'%2EPV/CI>?A)<,/HVF/6;RU."X/'2\_ M"2X8?1M,>LWBIP7!XZ7GX27##Z-ICUF\5."X/'2\_"2X8?1M,>LWBIP7!XZ7 MGX27##Z-ICUF\5."X/'2\_"2X8?1M,>LWBIP7!XZ7GX27##Z-ICUF\5."X/' M2\_"2X8?1M,>LWBIP7!XZ7GX27##Z-ICUF\5."X/'2\_"2X8?1M,>LWBIP7! MXZ7GX27##Z-ICUF\5."X/'2\_"2X8?1M,>LWBIP7!XZ7GX27##Z-ICUF\5." MX/'2\_"2X8?1M,>LWBIP7!XZ7GX27##Z-ICUF\5."X/'2\_"2X8?1M,>LWBI MP7#[3NEU!1,5N)#AD.D!RBJ1/7,LDH=,#!SRIJFXEUBIG,7E`#"0X`/=Y![V M*G!8`MUP37!4^D#;6]]=OV\6A4ITT@\< M.6K-H9@LDN\=,WB,>Y;,R*E)UI=)\X(ES$^<83F```1Q<9*G#,5;4=TMA7ZC M5B$8BR@U)Y-Q,(R+="1:IO(AH5O'*-H]X"SU<)M!9(A^C*JW-SRF$!+SI/*( M7K+3>ZIM<=7[;97Z2#*.J$LSAW17A))JZE%GDU,U_K4,@YCDNG9-9:!\YW(0L2L+0!*!%E`Y.<4H',6=H6(F6Q MBM2['F)8D,VJ$T@\[?/5UQD6:D:U8SB)W!'$?(.WP(-V2[8S14#@H8!`R8E[ MINYEN,E3A#GL)+QS1F_?1KQJPD17".?+('*S?]6,4JQF3KDZ!VF03A]$F8Q1 MY>X(X2F+RBTM&_ENTQ^EO6OX:P>9Y>/+X7CY0DOQO_[RM'_0;6OP^V9F?K\9 M^6OL\H^'51G1@P&`P&`P&`P/:UK#\FFO/N&J7\P1^>6=Y>B-H3G(I@,!@,!@ M,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@<3-F<3FC^&1Q<9W M>%W\2(JS[+0B8-UXM6^R=>D&>J]=O'#?H*C`3[EMT;8>=SUB)D'O`(CW,U4S M5)<1=K@MFWJK5Z[1)],SF:-M&PU:JZZC620M7=GFK>T7EHPA>T^IA',F5=8N MY5\HN!54(]BN)$E5RIMU,K&K:2>[*34HU5YLI^CKAXR[14DV$^Z;N2QS%O*V M:+A9=S(Q!W[!I&7DE3=N($')V[N3(7H"MRO2JM4RUA%B\5_#XH<4DMD1ZSD7 MAXUNR0B+*O(2$FG+PT&,9$QR,*=],29Y&S1`$;M4UEE$IJ,6*449)BHX%2T: MEQ5::N,9<;!&69$:I5+-7H%I:VYD9J$MD;9M9:CVE%W6N+5U687/230VZ(9L MK(.DVR2#Q7FJ\PBB!U13.5OB.T]:JS1[7%VTB<;L:K5^V4Y&2CI2+D)EK:8V MNR\!"-V;UFB?QRE8^VQBJ$)R]JK)/45"(&24*<14MC6N)76$[JZ@[7DGTC58 M?8]>&S5Z#F8QV\MIHQ-5FBY%>OUQ.<>F58KR35)QT(*IHKND4Q/SU4P,*W;F MI\2NEKFC&FA[HW3?2D(WG4(.4CY6*G2-W,9JF708J1;UBDX--KM-Y5$$628* M.72M@9IH$5.L4,%(WK;BSU#L:F2UX+*.JG&04M+1DXSM"22$K7TH=PJF_E+( MUC%I,D!$Q[5,'+YTY.1I'-S`=RJD4#"`KT60;=>K"TQ78?CE&&IB;EBS2G4T MWRK=^O*-F+Z)+#HI-#O)PDS'R;=RR.S37(\:K$61$Z1@/@J4-FN*OA]KH2(S M.RXEB,2M)-I(AX^>559KPK[;$=-)+HH1*JI3PSC1-R%X'-_S5&LR"RO,1;*' M`5+(0O$QHFR2"L37]DP?4JC!LP4=W$D!.P#Q MN^&*(\!F*`F6YA!*814OBI\2^E[YL*+UE2+?XVV.8J=ANK%Y7X6=DZDK`5H] M""1<$N[>-/455CM]F0KA!)-X)S0KNP.:NGLVOI33*0 ME8M^W>ED(YM'/81WL&.EDI*3D&+6+CB,934]F9G47633Z]`OFP&%=LJF45.& M_6XA=0(.I^/4MY`DZLS1?6*+&&L)).$21FQJS)DF3I)!['2<<]0.FL@NFFJF8.Z7D$.6QO M#,[2_];M6U9;Y&F1;1_&M8]TK+4"0JCE.13=*)%C+763P4L9$&CMDH1T:-?* MD3.)C`03<[FB(`(>J8MYHFEK0.^+Y7HQM$M3Q+AFV@_%P2O&*ASN8I*$OU?8 M(.%&[IL(C&1FRI4J)B5Q8-(IJ+>'=FAJ@]I+% MTX+,).$89ZW/'"JB5A,LFC.8;P;AQ'$>MTD7)F;DY5#J'!,Z;K!VEEHKB-V' M$,CQR)8%PR4BXB(5;N8YQS%&=>8Q$5``(MG[8Q#Q$3"(MDA()0,F)A4!10>> M#K!VEA;3N^Y7"$F(*80A#-YM=%1RY;LG23U)LVM=GNC6.;*&?J(%9M9ZX2!R M"=,ZW1K`F*@E(0"HXQ!,S*UB@@8:-5:S35=RX<2#375*U M_(R"QVLHFG]&UIQ3MBDYA4BKG`Y5#\APG6*U7LP27$GLQ"43ET7,4B[3?=<+ MT3-RD3HB3MTLK:-/T;XJJD:UFK](J@F8PF5(0%SJB0@EU$5:3-H/E1:6C?RW:8_2WK7\-8/,\O'E\+Q\ MH27XW_\`>5H_Z#:U^'VS,S]?C/RU]GE'PZJ,Z,&`P&`P&`P&!ZP-I7BU470V MFY&IS"T,]>1-19.5T$6BQE6OB:"_1"5VW<$`.E2*/*``/<[^<.$1/*;=>4S$ M14N*AN(O=(`;DO;_`+@#_P#L(3P9F^G'"7-;MFIQ'[L*'3_FV`_L?+B<1PXX3ORRCCGBOXA" M";F;+DPY![G_`#77?EB'R8<<=.-['?EE&WG%[Q')B?F;1E2\@CRZ'+_MJH..G'71>TY5%-?&M_&#-BG%#B4LR8@`\G)6 M->#R?1TY4[-_&_\`QD+41!#BDM2?)SN]5-:CWC``?34H?D9F M>,7LW&RI)KXZ#XSIKR]!Q96Y/YE0U>/R1_VU%',U&K<0JN3^._\`C44#&!+B M_N)`#G*24K,2"$0"3A%9K*A(&8. M4UTGAT%H[%C MKAVC(OHIRF,6O8M+3MKCVC4*TLU%Y+DT)`(H'73430`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`H1!5%0&[M% M,AR]73$!:P%.&G5SF62LTBRE).Z$"U"XNSN0*6QR:]RHM,UQ-NI@[-LTBI5P MK5-&:.#%,X3Z01:C+KP(4Y[6)AKKRYVFI7%W&0L2PL4FNTET& MT=&)\,<6_;)MV3.)<,).3K'"?5V;:124,I&/"*OBH.#&4;JBUJI\+=*F]>4& MB[$?2=M\2*-;]?D>LA9U(CZMW=DS82D;U:JLH=-AV:UBF)6+MH#5\DHQ36,J M90ZPJ"TYL5.AZ9JC:K>+*JLZG("^V6PRSLC,LG8+!)P#HCR7E3Q[1@S4=G;- M44"`FBDFDW022(4I$RE"QO"3M+__U^Y?AZU7'[-KQ"OII:%&*;ZS8%6($>*( MIW",$SGC.N`X(B50#NA)T)1*4U3SQ%L@.C+\=EVLV8MU MH;KMI;*/U%P;J,4:9V?(+2[FH.5&JB"AT5 M2!W#7CR^%X^4)+\;_^\K1_T&UK\/MF9GZ_&?EK M[/*/AU49T87EPV*U1#=U!5O(54U1)(O1G0NJ,(XK(L^R)`"]IHV)-6)4)U@2 MN$-(,&*KML;I5CQS\5!Y%PY41-S@F8J,MK3UM:-KM58 MRP!!.(J+U38D$95T@W-"O]ISU'M-DIRMK%)$Q74?7+_8(Z+=&7Z1`$8T.FY6 MP'+B;J?DTO\`":2$9HM]KI>9EE8Y39%9U94ADHFJ6&&K>HFCR"V;HGE,Q< M:$Q%:.#.;9,#U*[_`/W>=)?\#J'X$'SC]?ER=.?CQ<%#]XWS#?QYU3T;!7O? MP&^=E88U;O?P!\_`PRW?#YF6/58VE@W?]W_#_%B/_41-YWS?RO\`=#CU$0D. M^I\T?GCEC_5$!E?I3XC<5K*]X_S`^>.2?1513W?-\S^UFLGI"FY[O&_A_P`$ MKDT6I*38=L,9!N06-]DV8'44$%%%W3`6KAX";]5T0-0X\JN:=FV5DP& M`P&`P&`P&`P&`P&`P&`P&`P(-4O]?[/^[F/_`*-->99]$RBF]M:R6V:1%5&- MDFT49KM+2=^>O'#B4:J'CM2;AHVV'48Q=0ZJ#YG(3P4H&"3DBA>J"Z%?D4%( M$E(U#B?)\#:\1=U)K5$M4*#6"3,"#6%",F'K@U%C]?UZISE)>'!XEUXEBEH( M)!1P]5?-S/@1=/6D@9$R"L6\HTSX$-CMXO7#)SNF'EBTC3E,U/9H*=K5LDZ= MM%<RM49S(65JWOT3>(4SMC$NI!5.-L"+)]*C&.'+0RT6JK)"XPYESVOK>_ MGM3(,Y*LO*-KWJ3Z3CK(C/RTS+6&-;)1D9.)NW,.Y4:B^/2DHJL+O2D;,U^G6ABMI&*4,9TW7,4[!^F5=(2B'-5(4P M?1%`0]51+S72=([=V<@2,(G>+%R0ZYG,:)Y!551LNHE,MUS]*KSU%0=-K"]2 M7*H)BKHN#$4`Q.0H.L86YRQQMC7D[$\:>SRBC!2(7@5&BJP*H'B%Y=U/F9'( MH0P&31FGRSE$1^C065,9(2"(XJ,)D"5@V;CE[_`$S9,W?*&3K&%[3E$)J\6VQQ49"3D_(2 M<1"]%V3'.50,TC@0C6,.B#1("E*B"<5&-FX`'(4`M1&M)<[(KE#`8 M#`8%I:-_+=IC]+>M?PU@\SR\>7PO'RA)?C?_`-Y6C_H-K7X?;,S/U^,_+7V> M4?#JHSHP8#`8#`8#`8'JTV_5K':]!Z99UJ$DIUVVC*BY7;QC15VLBW\2^BZ9 M0B13&*GTBA2\H]SE$,X<)B.4W+KSB9B*AQ!-IC;`@;DUW;N[R_\`H1[]:SIV MXYA.LULV:FE=MB'_6LO;CECKRQ+8*Z1V\/>UO<1[@=Z#??+_\ MECMQ_M!UY88I71FXQ$.36=S'N?(@7_UK+'+CK_*%CC-3HP[K0VZ#<[FZPNQN M7EY.2`?C\K_Q.(YFMB'Y? M]K5Y,?\`S&(Y\?[0=>6$"D>%;B14`_1Z0V6?E`.3FU.5'Y(_*;Y)Y6 M%837"'Q0K";HM![44_D4Z8-\KY3;-=^&O\H.O*HT55-<%W%FL!NAX==NJ3MQRM3A2L[\7'QZ+F-T/") MO]7Z;Z36MD-_=?V&68F8UU=(VA3D[\65\82OR]#P:<12O\C5]G-\G^PQS,S& MNK<>JI93XK3XQQ4YA3X)>)0_+S^3FZIM0]\.YWF&9G:72)BMW>G\25\15=7> MQ4>)[CMU?+4^OZXG"^];H78$*JPE[?<8PS=RC=;]7I1H(!1H!4X"P8*ASI:0 M3Z17+TA[7LKF8#`8#`8#`8#`8#`8#`8#`8#`8#`@U2_U_L_[N M8_\`HTUYEGT3*,*8II-D4Q3%9(`8IBBN`@8!#NAGK>9F/& M2N_;^%]M&/U_`>,E=^W\+[:,?K^`\9*[]OX7VT8_7\!XR5W[?POMHQ^OX#QD MKOV_A?;1C]?P'C)7?M_"^VC'Z_@/&2N_;^%]M&/U_`>,E=^W\+[:,?K^`\9* M[]OX7VT8_7\!XR5W[?POMHQ^OX%KZ%G(5UO32K=K,1;E=3;FM@300D&BRR@A MX'>#,\O'E\+Q\H3KXW_]Y6C_`*#:U^'VS,S]?C/RU]GE M'PZJ,Z,&`P&`P&`P&![6M8?DTUY]PU2_F"/SRSO+T1M"[4R"M6T8^"FH+9V[16!-0`^A'F\@_(RU.FB7&J3^^?K3SAT;W6P M'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$,5."XR>^?K3SAT;W6 MP'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$,5."XR>^?K3SAT;W M6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$,5."XR>^?K3SAT; MW6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$,5."XR>^?K3SAT M;W6P'A#%3@N,GOGZT\X=&]UL!X0Q4X+C)[Y^M/.'1O=;`>$,5."XR>^?K3SA MT;W6P'A#%3@N,H3LK96N5]KXX5'RIKGMW&>RLM3@;9[;J\HS=DCKA4V ML@=LN1@Z>R#%^S;/#)'!JN[8(2\:N];(KB4RB)'+<$J<"H^U=K M>?CAW]$ED]97%2:':NUO/QP[^B2R>LKBI-#M7:WGXX=_1)9/65Q4FAVKM;S\ M<._HDLGK*XJ30[5VMY^.'?T263UE<5)H=J[6\_'#OZ)+)ZRN*DT.U=K>?CAW M]$ED]97%2:':NUO/QP[^B2R>LKBI-#M7:WGXX=_1)9/65Q4FC60>[==+)-FN M\N'URX7.5)%!#4%G6664./(5-))/B4,=0YA[@``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`#"0X`/=Y![V*DT?_]/M M3U;KK6FSJ*I;ZQ.6TDFY(X5BJM4U[)-.TNJ13X@]"P8'`A3F(954 M0*4!^B$OJF:>:K9$FM9ITY,C#U%Y84#*R!6,C!5R1?Q\LWC0DU',A%JA&)JN M6)6L,Z7YXD*)46ZICE+T9^:N,E3A^H:OM+E\E%MM=V!Q)K.'31&.0J4BJ^5= ML7J,:]:I-$X\SA1PSD7";=4@%$R:YRD,`&$`%<9*G#+UC3=BM?7A8UI-H1E" MK3J:DE#O6Y)-HW?1;!1&(,E&..T7HK3"`E2)W3%-W.4>0!3,0M2^7.GYQE`V MNR/8)HRBZA+,X9^H]C'3([UV\E92%$8H'<:B1V1G(PZR3@#&341.'-,4#55%1==JF"5:>*"=TU[0ZRV M(!&0\Y=OV0[YY`^B)U57E`.C/S5QE*G"306DK=.23*+\3',,K)Q4]+Q;B?K\ MA%LI-"O5A_;WB,>Y5BSD=NEX2..H@4G*"HF)W0`P#BXRM3ACXK4=NFI4D*QH M$J:0--FK:J3BO+LTV^:]55%5-8Q#I@D<3`'--R+C)4[4 MB[JKG8MVKQ[73LVCTS@C)TZB1;MW9VIRINBM5UFY$W!FRA@*H!!$2"(`/)A& M/[-CO]`9?8J'UO*+5T2Q9);QTNHDS:IJ%VWK42G3;I$.41ND(`\TQ2`8.4!S M/+QY?"\?*$O^-_\`WE:/^@VM?A]LS,_7XS\M?9Y1\.JC.C!@,!@,!@,!@>UK M6'Y-->?<-4OY@C\\L[R]$;0G.13`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8#`8#`8#`8#`XD;(W?P_:$D;K8MZV2N5%G9-CM8F&DIJ`D)@\@]9: MLUVZ6:$&*AY9P3H6P\[_`!@%+R=X>7N9JIFJ336UAW^\:[H5%KVP@HZEO@[1 M:=552'2JD+50?KNMQ7>KZ_ITD=.T2E8:)Q1IZXL1*3G%%;(Q;G>)1Y&D(IU]1< MJJK0T:'7DUE&0E<"LZ^S6N6^.'FE/FC*06J;Y-7QN[3E&)J4WA:R6FU"=N;] MQ996,)V2MUCHI(URDY?-N20;6FG2[15J03NP6BW)"I&.D8N"O9B+ M%NSARK\'*3(35#G'$=#6R9;5R"\6G-EG/$VJ3EWDXN%C7B[`B\L[JU;>OV2: MRJ";MDW.Y3.+8AUBBO9DKIM30^NJ>C=KNI7J_&+4B9V$G'JP",C85*O7:P\N M,^]0@(5G)R+P8BO1SAPN"!%0`B"@@(@01P5[/B1VUP_1\3/2I)&G2"E>B[)* M.X9FPBR3KCQ3F+A7)^,9QL@FP.I,1EBH$RQ<-SF3.V<1JX+]$5(YBBO9CZON MOAXLU,BKX:3HM=K\J,6D"]C22U;0CM@62RU*NRP5X5(?MVG5NZ6RTLY MJ5)&&85H("$UY,J.E)%1J1`T>J0X@*LGT9U!*N*HK(%26?E<*HD!N('$Q17LSR=^T0[ MA9FP1N)6MK3S:'K M\A()[8C7$S1&:]>ERM+-#2,[$H`Y11?LVIE4%"*)\\@F$JSK[,Y`[5X?;#%Q MLPVE:=&L9=Q:&\>>RPZ-456-3WMK93AU&UD81;AHDD%%F7"(K%3ZRSBGCA(# MHM7!TUG7V9G55HUSN"H*72L51)G%)7'95'4;SM?AV4F29U7LBV:MLHJM&JK\ MJ#=2R4UV9N"ARN.KF)TR2*W/13%>RQ_%BM>3T'[4L/8^$J,(/LVM5PFM]@G) M`0A#DI%L,0Y8IB4Q3%@7XE,4P(`)3%$.4!#O98W@F(J='__4[6=4W)_28QK( M1[&,?JR^O).I.4I4CXZ*<;;:LK`2BR`1[^.5*])'OU`1,8YTR''G"0W(&>J8 MMYHFEN5[B`O%;BVD2U:U]TU:0(5SG/6+X5G$:C`[%KK`JZC.39@5>-CMH2?1 M'3!,3J="97I.C$#3K"]IA\QV^;='-(9J6.@71X&H/*9'.G!K*11!B\;&C>U4 M&K*R,XME8VT"LM'IOF[=%86JYA.)UP36(ZP=I9>'XE;Y#,3QJ,95'+-2)A89 M1%U'ROT3.NQ\+$P0\]I-M5"JQL5!(H%$H@"I3',J"B@@6L)O8R$J671;UM)R1Z=US",)$J!VXSU[LJ4 M4L0)?G+Q24ML61$R9S&,X1YB#@RR(*)J.L':64F.)"33)`MZS"1)&K2H15%I:-_+=IC]+>M?PU@\SR\>7PO'RA)?C?_P!Y6C_H M-K7X?;,S/U^,_+7V>4?#JHSHP8#`8#`8#`8'JYVU<;/3-!Z;?U::>PCQU%5% MHX<,C$(HJV\306Z$PG(<.9TJ13?-#.'"(GE-P[XL8A-<8S>MY9B7EYHHNV8L)\O M*=YAN8K7T=U^1#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8'" M[=7"7I_BS/::[N!E//8VI;/3FH[FHY3QJDJ[77?\`3]-N.N:IK*:-1CY%P_=:FN]3N5,C)G MM6"GD%H9>Q5)AU\>A2,H@4Y162*8PYF5A7&S^''64J>W7>P6.Y09WUOJ&P2G MA658FT(&=JNO9'4*#.O5*4HEK96)&TTF?FW>D;JIEB5( M^\EPKW?79:2RW?;WFNR4?;$E7HY&Y02\=3=8;6HUUK%FKL,[E:HZ791]8KMI MEUFB4@HXG(\A2)NE5&;%JW;BYQJDK?AIX;K=.PL;[X%GL+K8T=-[IC*R>:KH M(6ZGO=Z3F\)^731;U-I(^+"]]WIU944UT5B,'S9$ARJ%%81JETUP54>RQM.C MK'LW=,^:C0DC7X-]-6>KR;M*/D=;[+U$J;F/*4M'M'QM>[2>L'#EH@V<22C1 MF[D#NWJ)G*@M*]J\)FL-QQ5>B+D\MAD:SK>ZZMC7<1)QL5*A6M@425UY:`5E M&\*+X#R<)*@JNU3.G%NWK-FLY:+BS;@F(FD8/P3ZT&SC;T;=LUI-I3UPL48J MWF:R#:(?[!D-ORMW(U8JT]5H^:622WS:UE$WY'@-CR9.JBW!FP!J+;&$X%]5 M5Y*%+%VG8J:\.L[Y[QRZHS]>5C5X*BP[2)?HOZ$Y8-B0KK6\5(,7S%%G,-GB M:Q2O.J.W3586E\GP@ZAEM3TK2KDMF3H%$D[^^A8ME,I,3@PV51]KZYLM83.T M8))0U30IVY9AC%L(HD>E"-B,T6'5D6B*91>MIJ\T-4WR0.5I6QELYMEQ.WGE MU0/7F]@DK_"4IAKB.FW[1&NDJBW0T2*:QG0A&%1,@W(<2].`JB+0:C<(&I]; MTV]:ZIBECA:'=*;-41C64EZ^NG18"RLG3:PH5*>=5Q:W.^U'CH7A4YV1FFS% MP'-9)-FYCH'%VP9N"C6!YF*GCV?8IW\/8VMH9$YW^/*9(6Q/ZB.K"U^#K+>Y[5:Q-=K^GJS%MTINIG23B MM%-5FFNPITE=Y%-H9JY1;2#0Z2$NC)IMFP)" MW(K6FNHO5UW#J?4BU7W;>S[Y8]D6@B9HB)AFA6)K1:GA MVZ?0B9%(Y4^<8"%Y"+`P(-L_\FFP_N&MO\P2&6-X2=I?_]7MAUW4DI36KRWO MGRC6*JK*B1BR#1!)R_>/K4W>@TZ)-9TU(FV:,X1TLH<1,!E"I(_0=-TJ?JO6 M(>>(TF5TFX<;<%@FXOM.)+$0UCN==&P'ZTHBNM2J?*WI\91HQ2?'CW+JN18G M2;N%$U15.!.Z!3G+GM"]9U8!KH+9KM=NV1A$NLN@@DD6YWB*:XR-G39JU^(4 M1.)5$9&52?IF3`X%2)RF*HH0Z:A2WM"=9;X_#QL!)L9ZJ>O),4VB#YP\5E^8 M@U;+P]"L)E7`F;`HF1M!;(BW2H\T0*FHH4.51,Q,=H.LOB$T-<7MB3B)9`L< MR:76/I$^[`PE7C99>9;QDBT1;O$VW67T:VG37CR^%X^ M4)+\;_\`O*T?]!M:_#[9F9^OQGY:^SRCX=5&=&%Y<-B547W=04KR-5+43R+T M)T;JM"-ZR#/LB0$O::UB42B4R=8`G,%0P#TG-YOT7)F>5U-;K&\,WL.PZ]E- M;T"JT MD0$1YQ>:B[G!-5&6TI[?6A+M5(>PC!*Q\=JFQ*%DG+EN$#,;3F*1:;91TK.\ M1<%12CXBZ3<5#O>E4*@0L>)7',2Z803=3\FG_":2%8T:^UTO99>4;DV)6-65 M)U+UJFW"I5^.L-XF=G6F&!)H@XB+`E*O8O5YH9_)(Q"94T7)%05$BJBPI36_ M9=*]TPV%K+1U`TU=0K%\I5UN3]IKYTF`6VD6.;AYEIL+8J%%H#451; M%.`SQ=@]BC&!R-C\/VF;AK^%N]>EK?*M*"-;LS]C*+1D9-570.GM-S$U)1CD[A=XXG;'K M-Y95`%0XKO)+NJPM07`OWX*-CO7MC56?F.'/Z'!:P*+I*PU2TS,=%5-8J#-$"'**9!"=8P7+&^^=>RO7[Y*RR::DC/1]F7*=<71"S<08!B MY)('@.!3>,4BE2*H'(/E"2_&__`+RM'_0;6OP^V9F?K\9^6OL\H^'5 M1G1@P&`P&`P&`P/5SMJG6>YZ#TVPJT*]FWC6*J+MPW9%(=1)MXF@CTQ@.<@< MSI52E^:.<.$Q'*;EVY1,Q%.%Y7(9>_#7^2=>6'#79O!#Q8RZ:X1FBKR\$ MW+S01:,QY?F2QQY7LZS-P_%B_G/ERXY=>$3%V],_Q'GQ?$AP-<+KV;V5`'A>(3?LNVN6SV+PC<9*IP M,.#YCK[7BRS7GI24NY1$3%13'.4[S+R^RD/KF`[2CO]/9? M92'US`=I1W^GLOLI#ZY@.TH[_3V7V4A]7PO'RA+_C?_ M`-Y6C_H-K7X?;,S/U^,_+7V>4?#JHSHP8#`8#`8#`8'M:UA^337GW#5+^8(_ M/+.\O1&T)SD4P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P*RKLW#,++M!N^EXQFN%WCC"@Z?M&ZP%-K37@E,*:RI#@4WR!Y.[EPF4Q M\9ZUY0P?MLP]D9"XR>,]:\H8/VV8>R,%QD\9ZUY0P?MLP]D8+C)XSUKRA@_; M9A[(P7&3QGK7E#!^VS#V1@N,GC/6O*&#]MF'LC!<9/&>M>4,'[;,/9&"XR>, M]:\H8/VV8>R,%QD\9ZUY0P?MLP]D8+C)XSUKRA@_;9A[(P7&3QGK7E#!^VS# MV1@N,GC/6O*&#]MF'LC!<9/&>M>4,'[;,/9&"XR>,]:\H8/VV8>R,%QD\9ZU MY0P?MLP]D8+C)XSUKRA@_;9A[(P7&4'V;9:X?6^P2$GX0YSTBV%(0LJQ,8QC M0+\"E*4%Q$QC"/(`!W\L;P3,5.K_T/>KXGU'R6KGM)&>Q/(;=LBJ5>0BM$/EBI@D M59XQMKE4J13&.5,JBZ1S@F!SF$`Y>3E$1^3C4T;3Q7V_Y.\/OM19_8^+G)H> M*^W_`"=X??:BS^Q\7.30\5]O^3O#[[46?V/BYR:'BOM_R=X??:BS^Q\7.30\ M5]O^3O#[[46?V/BYR:'BOM_R=X??:BS^Q\7.30\5]O\`D[P^^U%G]CXN'WVHL_L?%SDT9LI>((A2D(73!"$*!2$*%V*4I2AR%*4H<@%*4`Y``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``8N31H>*^W_)WA]]J+/['Q*^W_)WA]]J+/['Q'WVHL_L?%SDT/%?;_D[P^^U%G]C MXN'WVHL_L?%SDT/%?;_D[P^^U%G]CXN'WVHL_L?% MSDT/%?;_`).\/OM19_8^+G)H>*^W_)WA]]J+/['Q*^W_`"=X??:BS^Q\7.30\5]O^3O#[[46?V/BYR:/M.K[;Z1/IJ[H#HN> M7I>CB+-TG1\X.?T?.;\WG\WEY.7NS*D:Y835.3FRP4`A$P4+7A MF9=['M0;MW$LW*C&MA!)HX=NGTBL@IT::2:A^8DHH;FIIJ'+ZK]'FK>4B7U. MJFY;MVU':RQ'JYV\8]A:\G*QTPHF[:L#A#OF;)5O*`5^]10$41/R+*D)],8` M%<%3A*V7#O*O:XYLI:I7FJ#5.SJK1DE&I1LP"=/K\);)P_4WL:B0I$:Q8&KY M(3*`#E$_(D)U.0@KBZ6I?:O#K*)UHEI3K-6=,C,).249MVK0THW;0I:<:7!= MHJQ2*#B.\?(PJB)3F5YRQBE*(I*@2=HNCK*(M-3.GBQDBZ_%!-%PR;OG:]36 M*SC!D&H/VJLDL2,4%HDI&\KH!,'*9L`J%`2]W+<92I:]RU,QHTF\AYF)JBDE M'35@@'[5DP14.UD:U(#%R0"+B-:E7:"^(HFDX1%1!4Z*A2GYR9P!$V3%(?XM MUW[00OM6Q^L90\6Z[]H(7VK8_6,!XMUW[00OM6Q^L8#Q;KOV@A?:MC]8P'BW M7?M!"^U;'ZQ@6OH6#A6N]-*N&L/%MET]N:V%-="/:(K)B-SA2B)%$T2G*(E$ M0[@]X7PO'RA.OC?_P!Y6C_H-K7X?;,S/U^,_+7V>4?#JHSHP8#`8#`8 M#`8'M:UA^337GW#5+^8(_/+.\O1&T)SD4P&`P&`P&`P&`P&`P&`P&`P&`P&` MP&`P&`P&`P&`P&`P&`P&`P&`P.*=TN'#IK:'>NOS1=@9Z7@I,C;KIXZ9;T>,?D9];C&'6S,WI$'!6W7IMDCT@EY MG2NT2X9+IHJ-W"*Y3@H`&()IG[ M*_4N7((_6T6DQ9L$G+IRW\=I)./<+D(*#-8%.G.F5)022YR=?9 MM]A7+A;UO6+3:)J.U-()4XZ*,W#03+7SZQ(O%GK5B6.)%+N&9QDP6>$Y&YC$ M6/WB%,<2E,N M1=MY%BJ[84R14VOG>1TE)QB\Z[%PC+#'R+:*6-UIBR?-F9.:J\4;('*J*YR5"!DW M%PKE!L5_2:Y#N"G8#86DM1JHT6I+.6)JE:*DKB;G*-HID_;;NK"I0(HLLDE) M&,LFGU1]U9BSM%/KM[K]A MK3S>4;W)0'@_%SDJ,'O8:T\WE&]R4!X/Q>)I=P[UD49."GVT7#E?1NU$ML)0+2$"'KT!)LW4`1L\BI93K'=' ME5(F8@%`#%.CC$$\K]$(V+L!WL:=?V.38D;2LG-V&9=K`\.1:D$5%@*N)5%#@1,"6(HF;5]E0P&`P&!:6C?RW:8_2WK7\-8/, M\O'E\+Q\H27XW_\`>5H_Z#:U^'VS,S]?C/RU]GE'PZJ,Z,&`P&`P&`P&!ZM= MOW*T4K0&G9"JS3V#>N8FHM%W#(Q"**MO$SINA,)R'`2=*D4W>[X9PX1$\IN' M;E,QQBG63M#BBX@8=DY4C-JVEDF=^ZELMHW_>)/5T#M*FO=C5:0<,58F=H"-DC@N$6[3+%JK%*ZKAG)2* M$`5$CB4Y0$Q0#.?/C$1I#M]=\MY>Y=-1-9--9%0BJ2I"J)*IF*=-1,Y0,11, MY1$IR'*("`@(@(#G)I]X#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8# M`8#`8#`8'!_?7!_J?B_\9:WM=Q;F\?3]HDG(DU2F&4.Y,]?:GUVP7!VJ]B)8 MJR`(!]"4I2"!N[RCWLU'*>-4E7:W-N4K7R&J:33+;<;)2JG5[WH8\!+PQ8QW M,/[3KS9-)G]75YP,A5[*V=&LM[K<4R,BDT31_#EK78T MK+[+@]Q72TDLMG8S;V5BW.HIMN2XTFRQ#&3ZG.CK-]/PQB1=*1J4O!HOD8H( M]LNDJQ3DS+O#%N<-+6'"=K#AN1J=L;[0V*:N:;J#]N0]_G:(>OLX!AJ;6VM9 MB:LDFWH\(];(MZOI^.?JF3>-&;9UU@Q$TFIBMDQ=HVPX"M.KH69[$WC8YXC9 M$7+=MLP6UE+P;I.PQ+TK"7J3*8UG)MM=N(N9G9*?0&L!#(/IF6=.)%-\14$B M"Y321X-*!)RJTTYN5_5?O?%QK+=<;ZPFH^:K\+0*[KJ7JTI"6#6;3,%+\D M>X34I`-JLC`:^28SL<278!!,(X8J9,9XP%LMS3%%ZVB9N!S4LP>2>>.^P7S5 M^^OAFHM7&MB+QC>WQ=[@W,(G9V&NDK;/,:A*7^6?103,E)N6;]04U556H&:F M%S>S+H<%E*;\U-+8^T&[1:PZQO,O&1R&HX2(GMDZIV:AM2`V.]B('4\7&Q]D ME9UL5"5;QJ3"'?M?HS,0>?YW@OV05UP>Z+D+'8:6WW!>6-K-0Y2DNZ[$R6I$ M;%!:GVC->,M6O M`2U"<."S$G46Z\>Y>QKB*%NQ>O$VP-BN5N<+8`_"OJ"%%2RS$A,&5:.XVP6^ MPS;VM-BV9A4BZA<13>ZN25]BP4@8)CH2N)CT96O.;,E@744!TZ%46LK2^MM: MZ[JRR^L$(PT+>G+"YK3,2S@(YC/D<5V$A*\]81]5BH*KL(EE3H2-9LTH]DU; MBV;$5,4[A5==43-K>PA@,"#;/_)IL/[AK;_,$AEC>$G:7__3[==3TR(L&MYN MR2TC(L4:;`T)8R<>T0>*.$+%)L(%=0$EEF_/5CP<@N5,#EZ?F]'ST^7GAZ9F MIB'GB-UF3W#M=H.Q^+1I"M.WCF9NL1$='*BFK*A0W-@;3KU)J=`5FS9(:\J( M=+S?HE4R_3"8"NT59UE\/N'#9T>Y29KLX<7#B6CH9LDG,M3&=/)9_*Q<<1N` M\T55'CZ#=IIHA_G)Q1Y02$%$A4=H.LMA2=,R=P+>6Q7ATYJHRT36FT.V:&.M M)S\V\F�JBSY2/381K1S#G%RHKR*)(F$X$$Q.C.GE5$1NP5@U/:JO6&MNFC M1+2(D%6J<5SI$O79<'T#4K0R5CV0I%652<5VZL7?T0%%(@J$5`BJ9D\1,3-% M3$6SJVA+VT(Y4?GKT7CR^%X^4)+\;_P#O*T?]!M:_#[9F9^OQGY:^SRCX=5&=&#`8'.2L MQ^HCU32]?C#ITW%_J]W_P"1/_@CG;T7)W"&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P&`P.L M/C5X)Y3C7C7U6B]@L-?*4G;QY]5X_KKBQ$D"2&H-=1P-DT6\O$&;&2,7GB83 M'`0[G('?S?'EU]&9BW+38&HK#/:BMHZ MZV0]10*RCYE=)S8BT'J:0&*)6XN^E,8_1=&IB=6HT4.UX.;2YO5IG;+>V,S3 M=LVNR7;8U*;#.Q"52G)=G)U\4M82S!RE+$:62AN641/](O'I23QAVF9`07[- M1C5X;&Q\(FV9FM,X)UMF#L;J4U:^K=PE)"#=U50^R$ZQ:*PWNT"C6#'!M'VF MN3C*#FF!3-FZT?"M%E4WIN>V$6B&R.%O:1[!I)^YE??"AHC:IF=RKS>2FXN( ML6N[528Z(-`[#291;Q![4];2$"NWB%RM3J"A+V5.1$< M@O"M;L[K>G9)G(BFDNHJ[E.E.[<$,8J=2UKL^&>[P>C=):AK5HIT0JUPJ%L1W6SJZH\D9^T6J#<(V&]H-X"Q3>N-!UAB]BV[II)/VK*+O&HY*P- M$G+R1>-5YD!5>/'B:KY>+>&M+<&V]GUZEKM%;E#,PE2H-5Z>1)JH1,S3J8N/PB=\X#MM78=N MQ[*RZSIE7VLYV,[6KD.\MK^,CB;$X?=RZK?Q;R.4A(V)DHQ"\WFOSY"MV\<* MBT"51T#Q9"*[.%QHY!2O#!?+3KSBOHMLNM>DE-^Z_P!F:\JTD5A)=3@(*\AL M5Q6F$]``9",I>U)W6=#6QE.3\E/78BB M$I6=T5DJ<8#GH)6/VQ:ZU:*BWL<2*3!H[_5_BXAU6JPJ543'@GAP$C4YU2G$ MRIC5G!W?]:6"D.&FQHY2DQBNOGDY04!FD8^LSVO*K28)>T:WEV_4Y5@[VB\J MKI2T1XG9Q[].1$JQ7(=I$F(M[NPW*R8#`@VS_P`FFP_N&MO\P2&6-X2=I?_4 M[<=1DV2>F*!1&,L]CRPE8=60(N+1DBI!%-#S<4L\`[5RJB5JM%JN$A#D#I$. M<'*8H>+]$U8CNY\Y@';!E=7SR#;OY*"<)Q+QV\30MRJC]^N4XM%7$ M@-D&1,N)5>E,[3<"<`,13E,_CJ?R3M6:W3:Z^HVDJPQ47:PQ[@K;I^O0#*<< M1ZLQ'MAF4)Z1CT9IXJ]-9F3`S9-PHQ5:/$5!:`HKUH\_C'JMS*)2++==.G;( MW%Q8B2)F.(N7,I,HR-H M*G'0,RZ-+SG5FC5M"UYZVL$BF5[-))HD`LU44URD`>-C'8H*R";L4@5034,J M!R0!`".$C#W%"5H_P"@VM?A]LS,_7XS\M?9Y1\.JC.C!@,!@,!@,!@>J_,4ZN M]I\.N]I5BZ)&ZDOKXYDC`4K:MR*HF$2CR``$1'E'.W;C7E#EUY8=,]S^+-XK M=S\0&HJA8^'7;4;K>S[6I$3?[6_IDTU@:_17UHC$K;,R4BHV(@V:L*^+A41, M8.<)0`!Y1#.?.8F-)=OKOCK+W>IIIHIIHHID222(5-)),I2)IID*!2)ID*`% M(0A0```````,XM/O`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`@U2_P!?[/\`NYC_`.C37F6?1,H#Q%GW6*DS%15*+HRMC8<;$ZC`1)T]E)(,[CH.W!-0COATJ)WU,C]\0$YM.FWY@W MM%@D";'B-;QATSA!/C5298**I=(9=4S0XT1?9\%QP;!JU^J$M5I]]"3]3M,< M5A"K:$A>AV%7[33W=3>5&9>W=W)/M0W6O]JB0\JG%6N,>-4`5(4%NE0&BU-^ M-.,(^S+`OHYM-L::_I%61:346CH$9).QLM5\8ZTA&I*[`*YEUVC3:SK5AB%> M)JM4U';H4#`S-*"6IHL:_5:>N%QT'*SFG;!*R5=ZE:;3>X"6UX@O4)0L4XC' M="22F+]%3!8.==SJZTZI&D?MGL" MFAD6_=9]0T3MJN@Z8)-K9(UQOKJ2KS`+O.5.O9. MOR"L;KJ$X6XO6S_0CE2*L,HN^?H\0_6+F9TV(O%'(7Z%T=8Q2X)ISURLF`P& M`P&`P(-L_P#)IL/[AK;_`#!(98WA)VE__]7MMTQNF5UC6"-X!6M+EG8>`[0" M6Z5PYR<@^F8B=WGB:6W7^)<4W#MQ;@ M3EQ7AH.&_P":+%*PIC%AVJ4<:513:SB3"*LJ\8T;I)O4&XHI"D8XM5#JJ&,G MCA>V6!5XD[&K&-8?FTE*-9UI6J),V[4[=#LI9[2I-0`21E2$27-)T)BX$R8$ M*94RW.*)51*#K"=IPVY^(ZW*SJ\XK*5U3K5AV+8G,48A0C5EMJ,AC[G'D,HHJ,31$S"0_K/6OI7)P4 MJ!2/W3IQ(HI@]2*^2>TF.H+ID=9*<(\:MU8.*0,!VRJ#E-R3I"*E[V.L':6! M#?LZ=-L#Q>K2+I&J6.DKR3XJAY*2K5E5DW+F/DG*4FB+H[%U,.%&[CD!R`G` MJJBI"E(#K!VE+U.+6_JSJM@/(5(72S]T]4;=6$&0I.[!,6M2-!,)/I@8%LLX MX>E_QG3`H)2"H*)>CR=(JCM*#VK>9(5ZO,Z MS'JL0?/WI(XYHQB0%E$`367Y1*R^RD/KF!:NB7S)7>.ETTGC510VV]:@4B;A(YS"%TA!'FE*<3#R`&9Y>/+ MX7CY0E_QO_[RM'_0;6OP^V9F?K\9^6OL\H^'51G1@P&`P&`P&`P/:UK#\FFO M/N&J7\P1^>6=Y>B-H3G(I@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,! M@,!@,!@,!@,!@5E79N&867:#=]+QC-<+O'&%!T_:-U@*;6FO!*84UE2'`IOD M#R=W+A,ICXSUKRA@_;9A[(R%QD\9ZUY0P?MLP]D8+C)XSUKRA@_;9A[(P7&3 MQGK7E#!^VS#V1@N,GC/6O*&#]MF'LC!<9/&>M>4,'[;,/9&"XR>,]:\H8/VV M8>R,%QD\9ZUY0P?MLP]D8+C)XSUKRA@_;9A[(P7&3QGK7E#!^VS#V1@N,GC/ M6O*&#]MF'LC!<9/&>M>4,'[;,/9&"XR>,]:\H8/VV8>R,%QD\9ZUY0P?MLP] MD8+C)XSUKRA@_;9A[(P7&3QGK7E#!^VS#V1@N,H/LVRUP^M]@D)/PASGI%L* M0A95B8QC&@7X%*4H+B)C&$>0`#OY8W@F8J=7_];WJ^)]1\EJY[21GL7+T^O=3=]G5:I]H=57ZAUV$8]3ZYT1^J];Z!KT_5>GYO2Q)^U_);AW]I+)[%Q)^U_);AW]I+)[%Q)^U M_);AW]I+)[%Q)^U_);AW]I+)[%Q,;:Y5*D4QCE3*HND'WVHL_L?%SDT/%?;_D[P^^U%G]CXN'WVH ML_L?%SDT/%?;_D[P^^U%G]CXN'WVHL_L?%SDT/%?;_`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`4.4>X``&+DT:'BOM_R=X??:BS^Q\7.30\5]O^ M3O#[[46?V/BYR:'BOM_R=X??:BS^Q\7.30\5]O\`D[P^^U%G]CXN'WVHL_L?%SDT/%?;_D[P^^U%G]CXN*^W_)WA]]J+/['Q*^W_)W MA]]J+/['Q'WVHL_L?%SDT/%?;_D[P^^U%G]CXN3E[G+BYR:/_]?MATQI:`V15I%) MDC%HVF&I+24\LG#0C'K\RL,("V(,M$SM!4L:/#=.=>=QJ54J#I\QK9+:Z8LWE57?HP"E4 M3NR;Y1@#@KQ$%:RIU@A5"$,8P`E_OIR$.[0=9923X:#A>[I2*S%5JP*4QU!- MW3]Y'PM=!T%CEH.OQ1R(/G*[=([B=L+5MS>L'Y!4`XB!`,)7:*B9*UF(8XO# M393BP(6EUD5G\9$RQ&QE*ZF\:M)VQM*?$#(LE3D=QYW]J?),"=*0H`L83&$J M13J%=H.LL\EPK2!JL277@(1C8U)-1(*D^AHMLX3@DJ!-;'4FG+\ZW(V5&N0: MJR;4Z(&43,7FGZ002QVB_8ZS3:(<+,Z6>=U^8KU+K[IDK<4EC22D(8S@*%%S M,K9E(MHS(Y>RR3%*"<)\]!,Z8K%`HF*`\X':*LZSZM[JS6HT7?7#_P!IUZ)C M7DM?=16>*5:LV0*'AYJX1!XYXFN@B42@[;E$P%M7URS0=CM>LZC%'JU2I#I5P^VU M=*W0::^*>6<0S,\2ZL5M8%55(L8R:*W2\PQ"F$)%)_%3TE-M-2 MT%:IV&TU2W0^Q(^AU"7J\_2V+F8L;*62DE"LQ;LJZU&6(\;KKL7$.8C]%91H M+44;J/I MES4T.O(-^<4RC4Q5N4$1Z3+M95=N=NJA&/$UE`'N$3.!A'FB`C+G)U]@MQX.S2S.!+:N&DT[( M.(EHPA2SFKAEGSJ?"L#!-F<<#KKCEQ-!=X7JA"$,9SVNRZ,#=:0Z2W.2O9D7 M$SPI-)1"#=RO#TUFG4@E$MH=P^UNC*.91P_J\4A&H1ZBI7:T@M*7>%;$1*05 M#.)=DF`"=T@"BYR5[$5*\,,O0HC:#=+3K77L\1RK#VZ8BJG!0C])H,CTYTGL MRU8IEYB42Y4$I^:?;G)7LCZ5XX7UMJ3VGBP M>KBVZMQ=:EI,%FFLT&)4;,CN!8C-MT\DG)NYB#)H^=-)LDVIG;)%(K@Z?5BN M%D)7M5AF:]&Q2DE( M3L0U@V+Q;GH)"L'4'13)E,W5`JYR=?99%A?<,]7KM_M,NTU$6'U;57MWV"JP MAZM+/*K5F#.J)J0KL"_LDE!PD929&<3B(Y`JR[H(Q(H+D2-TA"%.IS$A.H0!,'.#% MSDKV1:A6WA2V37JQ8ZJ?23U"VFCFL9';RC>Y*`\'Y;G*5&#WL-:>;RC>Y*`\ M'XN-"I)/D5DHA9F4S=\"?7&Y#M9!9,Y"'*10J@@<#<@99:>X=CHL%XM* MR'28.8%E65VJ<7"D35@X^"FZRS8'YL:!A(E`61\UY_+TADG!@,81`H@J,+Q=9D*4A2F4;JF(<3`(XZQIH7+) MPVY[;%O+W-+JIR%GO+.O(+SZR+%-:->5NT5VU1\DW8%8&C5G)'E8;DY#)@4" MB8WT_(8'6-,%SJP)=I7\CQG($LSTKQA#QT"W6!)F`C%1$XC9HQLY+U;HWIF- MA;)O4U5P45*Z3*ISN<4!"U&"Y;M/<.RDV[%MXUO5$X\ATVYG#>/=.#IJ04E6 M#)O7;EFJZDD_%R7<,`*X.J!6BG1!R$*4H*C!J25CE M1<+1\.H)6S.PL5S%>-DP*V<&$#G3%0`,$ZQ@[3EG=3V6=L M6[-")S,DN^2A-F:VC(E$X))H1[$VP(U^HW;(()I(I@J]>JJG-S><=0XB81'' M*/X\EXS?*&Y^-_\`WE:/^@VM?A]LS,_7XS\K]GE'PZJ,Z,&`P&`P&`P&![%$ M=H5K56GM7S5G))J,W]5J4<@$6U2=K`X\5VSKE4(LY:E*GT;XB(M3MB^,"T36$5%I)I?3$3*)C=6K\YFOU\O9/ MV<7'N&^.UQ_*T^';UU*QVJ6:P<(G*R*-K<.&3 M1U*O4DA5!!0""/I^T23D2:I3#*' MOM3Z[8+@[5>Q$L59`$`^A*4I!`W=Y1[V:CE/&J2KMR"N.FH*X:\J6M3SU MG@(2F6+45EBWT$M`FF%G>EKG5+Y46K]:>K\XP58N)^F,1>@FV2561* M(AE8T4NCPP:2JVSXFR25JD'%TV+,S4G88&V%UK-^_98(L9FR(24K'3=&=2C) M[18M^LDB:K*P1`BTF[5\#EN@W3(6Y;25X)]2#78:OJ6V]1D.RUPGJ605D'M$ ML3^SM%E;"WJ\[)SU\HUGF(V]0-D6S9,6ANSN%.F MU%SJ79+#8[NJ,-,;:-L-_8+W8JXR8UN#M%>8UN]F@'3FD/V:\W;Y>+CU2MI# MG-05=.4F9F@';)I"_1D8S@&TK$.QC*]JO9J56IK<5N@K-*0 MDE0M?0[I]I^(FI&M#=M4[.BJD@Z1U>TF;>XKSG0K-"/=2R\C-N8\9$'#IXL! M5VPN<+$9:STH]HG#_1:SO"?B4JI=9)#4,[#6>A&LMP>KZ[O3Z8,Z*PJ/!]H'8\7=GM.WQLBZ-)F9LT9;9& M)LFJY5PSLECU?I2CRQ7RS?6AU6LLZI.JZ[(H%<`(*D?B\(4[5VVYL69GUA,9 MG@!U?/.U%9/8FYEV)JP_IJ,22P4U%)K7'53XH:2Q8MYE&@DMO6(*N\6MF2:. MSR)WHJ-8Y5=9=5!<[FI?LVEO^+ZUU>Y*ZR=HVQNZ15OKFT/IQ`)#5;9HD^N6 ME=K:(L;R+1:ZF1&.6DZ;MQZLH!!Y@R$>P4$HHH*(+"UJDX4*&-6WQ3WMBM\E M$\0$'L.O65PX;Z_:3M=C-IKVN1NJ-9LD?3MS?OVJ<^XG$8M90$6)& MS,!;"+2>O6AV5#CIM.81U[-,K MPSU9#5R&UF6Q)26OW"L0]HP5E%RR>UY2#?'X0P&!!MG_D MTV']PUM_F"0RQO"3M+__T>X[2=4AY[6-FF'T$XGI.MPVL`A6+9T^;JNE[%8( MR!=,2%9J%Z5P[:NA!#E*<2K`4>0PF9UB+>>-IT6W.KHF34,X,8.0I"=+(Y:; M+UUW?%@X;F]J+-&,8V@U'+IQ MS3LT$54^>N406!)'*_0Z^[9:_P!+,+`[V;`2SD[>PU6VP%$BSO5DF<>WDIR7 ML,*XD7X,G;KIW;%:'*9!NDLJDNJ/1<\P'*6T^E$1O$[HK6 MI)ZI/NF3:'B644!S"9]2M>7TA99X,IR1B[>$OQ4U4P27$KIJ)"B9-0%2V.5S M23%,^&BHM)%5=UL)D8K.CNK[))QD&>1M4:W7*79Q:. M&R[]F4#2,?=$@2/SP`3H'$"F2,109VW.NVK#V[A^EJI886$/98)VC(RDM$O' M:SV)AWC9S";,M6LWQHN$EIEM(V5(7U54=)@S`ZH(K$!4B1A#G6.5^B3QJ:MG M+/PRRE;4GE3VZ,7C8)"-5F,C(YWZ+U]VDEPV/WTW:(:&MS"6\4Z_,S,J^0BUS,VSR.:WAZPAG*[ M9X[00>3+2DF52`#G4!-VF/1F%-8J;MI$T==]6:D^':%24=QC*T+M7QIZ`K\* M^F&*#9K+3$QJA6\L8\1[23:LV\[-I=10<&4.#=10@'Z0O..#M[?Y9UAB]6ZU M6@[OH&^$FF[Z)L&[:"SADTV:Y5'"##91XERHX614=-&+]`\*FL9HHH"@MGR" MA!.`FYJ9TY1[+QC7C*+?&_\`[RM'_0;6OP^V9D^OQGY/L\H^'51G1@P&!SDK M,?J(]4TO7+6UI$,MLW1FTXN:NSIK'=;IFSF>P[RKKRR3JK1NX?M3KP$-#L%D MS%`YHV2!V4IEA(J;$W?C#ITW%_J]W_`.1/_@CG;T']'O1&U8G>FD=0;I@NB+# M[:UE1=CQR2)Q.1NVNE9C+$FT$1$3E59]H=$K[7M[7"]0I=K)2YT\F@_;3RW3+M6XMV$D@BG(1/5WL?88E5 MXZ2ZZPQ1D(%#:=3CH1]#O%F[`7,FVDA5-))H-V\O.9NSMBGEHO4_%Y0GDDJG&,1:E(]G.(&M/3;86D+8I"J0*-C@FB51?M9I6":R+]W M'BZ>L#)2ZS9Z(`9F5-41*%PG#;:X2:UM8!G*Y)NZSOMKMVRQYSR[&,4C([A` MD^$MM#UPBC67,B=XT4;SZB*A4T45CK,P.J/^>G%KNT_5K=78^UR-]C*@PN5S MMBEILSNG3>(F;K MT<@8;AGOAK/2XNQ3+%M6I&FJ64.I;FJQ" M]&5N8`-SU2B4>3/:*FMUZS<:H_"Q>VK14;#$QES(A2*S*.H]RQD94S7I'$:] M[90=*HLV;EP9X9T=,&ZZQBJ*'Y$$3&*F)"/XQ-UJFLQOHV`:'V`5Y=(AC+P+ MSQ-FAA;9U*7D2M&TLSMT54ED507C6PNCL96806YP$-SD1,9+GG(<@7M&A4ZE MFT+M.'9N3'(6SBA*,TABJ\XEIJ1<.9:2V!%!(-8P8]-9R4)'6LP18Q2BL4J( M*B7HC@IB.4%2R[&J;PVQ4HQ5.?/*LHJ2LM8A*BY?*Q<@V7@6%+3L,>T8=19Q M35JA%S$>)DU%TRF*@<`*)RO1)Y&, ME7:RX-+!9WE.07312;@JR;J3%;5/G)Y11UG\/T^A;;), MHATVMK24FY#WNE85%=W*IE!WL'7ECV3%Q3999HJX&8<,8))NV!,`(J\/S!,4 M13$7:-=-#JJ^QT^YU>,BK1,/T%6LF+<\8*L@=RX>M1FK(S1<$CY%(BCN.+-4 MQYT@"0Y$S$1,J4I7#<5;$Q.B3$Q3`VB]W&Z.VS^TV*3FWC1H+!LN\7Y3H,A= M/'O54^C!,I4"N9!8P%Y.0O2"`<@=S+$1&T):!S%(`"/?$`#)R\>7PO'RA(_C?_WE:/\`H-K7X?;,S/U^,_+7V>4? M#JHSHP8#`8#`8#`8'J/XB/W<]+?\"J/X#J9QX>4NO/QATZ;B_P!7N_\`R)_\ M$<[>CD\XG%K5IJ\6R*I5;:"_L5PL<;5H%B7E`SV:L$FUB8MH42E,("X?.TR! MR`(]WO9R^S9W^G>']'W2NKX72.G=4Z:K@E-`:HUQ2=<0RA4@0Z:-I5;C:XT< M'2`Q^8JY1C@4/RF,(F,(B(CRCG%J==5FX#`8#`8#`8#`8#`8#`8#`8#`8#`8 M#`8#`8#`8#`8#`8#`8#`8$&J7^O]G_=S'_T::\RSZ)E.3-9G6+9NI$M%RN)0BD.>004,5)0B:;CF'$O2D`WJFO5YXOT6BA- M[Y=1;FWDL%K:M:[*1T*1TI**1SXDP[&*F&$9&,Q40>NGB9:\R>%32(84P:(J M!R"1,+D'K M]E,VF04C9-\Z=%CE%V$K*R"D6U<*F$%%%10(8_*)0Y'\3^6K"V"W[*F8^086 M.3L3R-!9B,FA((K@@1=!Y*RT=UT3H$YBJ;^S/G"7/$!Z607.7NKJ"=$1Z)JT MVNR;-'T=M0HQ=.+BT+!-6)20CE'[69>.)YA7(]\P=NTWW5S18)U9H+JQ\H7CR^%X^4)+\;_P#O*T?]!M:_#[9F9^OQGY:^SRCX=5&=&#`8#`8#`8#` M]C3/6E7V?J#6$/:DGJK)C5*E((%9/#LU`<^+#5MRF4(4PF)T2YNY\O/-VGC, MS#O43$6JN?X#>'ZR)*(R<=:3$4*)3=#9G*(\@AR#R""(\F7]G).G%1$/\3]P M60NU=?[C0K=X=7'6ETKU_J_:%W?.XA*S5:6:SD&[>QAFQ4GJ3*49)+`F8P%$ MQ`Y>YDGE,[M1$<=G:)F5,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@,!@, M!@,!@,!@,"#5+_7^S_NYC_Z-->99]$RG.13`8#`8#`8#`8#`8#`8#`8#`@VS M_P`FFP_N&MO\P2&6-X2=I?_4[D.'+:]BI==A2577MJN1PM^G;!SH^J71XF%B MK#&T!6*_RQ=>>%45L8RSSHTP-TRX-1Z$!YAQST\HB=Y>>)F/3U6HKOJX(@^. M[TY9U&BQ(I.91D:3>U41BV?#^YHCA,3J5=,6+F0UN9:;!P(B!$@%QS#M0,!I MUC/^6MSC_*8][NC8B[=Z,OJVZ&.2F7JLV-UXE[+8(NHF9>VYP\FY1B6'[*;3 M$!(2$F1=\*)1.1!4BG,.1905<NE#^]UL(S MM0$+I5K`BPY2U<'AG[BW1;1L"P%Z3H'(-0*)SD/DZ\:\BYO94M_V_:)BNSD; M-ZYL\+'2_B*15[*4NZYNQ>"\!V^Q_R$U[F[%X+P';['_(37N;L7@O`M?0LPT<[TTJ@FC* M%.IMS6P%,O!S35$.2YPIOHW#J/103#D#OF,'*/<[^9Y>/+X7CY0G7QO_`.\K M1_T&UK\/MF9GZ_&?EK[/*/AU49T8,!@,!@,!@,#VM:P_)IKS[AJE_,$?GEG> M7HC:$YR*8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8#`8 M%/P]NBH:U;19.VEG66+=HQ03Q5)N"4`D(.`D6!E`Y/HB`H)B_)` M,M;)E)_?#@/M?>?1ALO\4L46>^'`?:^\^C#9?XI8HL]\.`^U]Y]&&R_Q2Q19 M[X?1ALO\`%+%%GOAP'VOO/HPV7^*6*+/?#@/M?>?1ALO\4L46>^'`?:^\^C#9 M?XI8HL]\.`^U]Y]&&R_Q2Q19[X?1ALO\`%+%%GOAP'VOO/HPV7^*6*+0G95_@ MEM GRAPHIC 20 g31989g53c15.jpg GRAPHIC begin 644 g31989g53c15.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](GP#`1$``A$! M`Q$!_\0`V0`!``("`@,!`0````````````D*!P@%!@,$"P(!`0$!`0$````` M`````````````0(#$```!@(!`P("!`4+"0X1`1D!`@,$!08'"``1$@D3"B$4 M,2(5%D$C%QA843(DU=:7UY@961IA<3,VEC=7.-B10C14E-0E-94F5K9X.8&A M4F*2TI/3566U=B=WMRB9.E-D9KA:L<'1@G.E*7*RPD-CHT1UA49'9V@1`0`" M``4"!00"`P$!``,````!$2$Q40(206'P<8&1,K'!T2*A`_%"$^%28H(S_]H` M#`,!``(1`Q$`/P"_QP'`XKX_0K-BF+^A'EEW=Q"Q5N,K[$D4X=(KNI!51DBDL8YB%.5-=&PSNF(C' M),OIA,2EAT\U0GYR0<2TU.:U8*F)B5=J^NZDY23Q=5GLA(.5Q^*SAZ[7.H<_ M^>,81Y%C*&RO"G`<)^4YS-HL@3=GBIID]:T*$*Z; M&;AUD(QFLRX4 M3OU!V`9W='%62[C0F]K;U6V86EJV6>;UF8C4)(\)(OEE6QU"BHD*I@`W:80' M6UR_LF8R6B_#O>[ID[Q::$W_`"+:[!>;S:]8L6R]GM]JE7DY9+%+.*\W!Q*3 M\>WRFYPDF M6+*/!7K*.5*KCDK[".-&MH9SLE7('(&59:OXJ@MD=?+3<5'.44>OK)IJ`*?+2#MT M":4CW<1)_9-AC6THP+(Q3Y-%[&/R-G106;K%*HBH`D,`"`\C3N/`<"/WR,WZ M_P".\14*8QU>'M"EG>5%&4A),9`(Y:3B&>(,O6(\$544EO76?2D"U.@CT#U' M*28=0X26SVNDY+V;7S!-DL$BYEYZPX;QA.3&EY<&RCP8J,?R0,TCII*NOD6JKKY9)58 MQ44U%_2[2F.(%`1ZB/3@5_;AYX5:)%QBMEU9@&=PFM2GF[T7B0NVN*CY:?:\ M,:PTN"EC;50];2:K6):O.%7*,.1Z9\L@Q>K$*9!HNJ2TSRKR9SUJ\P$?LC*X M7E*SA>I2V'\S9Z?:VL\MXLV6Q[F1K5LH-Z)?[ZR8V2H5N`CK"RB)2-QV[]%Z M<$T3H+(.R=[14BQE$;K31L*`E9 M:XM#8LM4BE/5Y42F!.T*LT"95D)Y!8`:IMOG5%'``HY-Z*"*IBVF>6?9H[B?RI^1+83,%/IF#X MKQ\VW%&5LYR>',4YY8J9QG,>6,R>K3S;".=%59W6.M3R5;U1@Y@WR!(9!!M+ M,U5#K)D$J`*3E-U";;1#/]LVFU"P+L#>X:KUZY9/I"4]9H>DN)-W4&W% MBMU%L3K:VLN=0E\AWJ20Q4RQO$:OS51R)(T>2D5Z7'5Z\O[W)IPRC-%-9)Q' MO>H=#CR]&(^7CQ_A<)Y&S@.`X#@.`X#@.`X#@5O/=7U+[\^(ZW54EFJ=3 MPFN<6RF+Q,DK=70=2>06T8529L;E(\97XUDF\,ZH#TU9U\#J`]0'IB6HAU`?PAP1E#:;A3@.`X#@.!`KX$CQ\EAW M/UFC'+=VSG\A8H4;K)(J)JG:IZZ8K=M#K'45[OQC>2*8J9DDCI=1[NHC]6RQ MLR3UP3C&LBK5+179";:?/*@HFR<@97L$YO114+69B?=AK#7B!WE MPUM?"[:M-A]7[E<:_4(:%9L+9C?*;NR3-NA<.QF$2WV_9G/;G.7,B&EZNTXO>0Y>H?$HA\.6&= MV3R5*4,X)&6B!F*[(G9KG;.RL)N/<1KPS5R MF(*-W!6[DPD.40,0W00^(<"M[9/;V2]]9U)CDW9'7K(QZ=A[&V`X^S6W0EE- M75UBK$50?T2@0TA(2VS[,** M-EC+$2<$)A:ZF,@J=NJBX(FJ4.TPD.0X`/U3`/0>$G*6F_AF2*3&&W1P$XF6 MW4LIS]RJAR@8FN.LJ`>DF=8]OLFW[)F3[IG2/#*+S%\Q?\=5NVTQSBBSVC#4(_KF.;B_HMYQU=F`6FMP MTDJBBY3.F`=0.!0/]8;;,[8ET6D^%#"F,F%;B<9;4[RXWB*=.-[+5(>A9>QU M4XBN3[3'9,2M9:'BX7#+-@R>-\;E-$%,5/H#554>GJK*J'6<(UE)%K/KQC[4 M_`^,]=L5J61:@8JK_P!W:XYN$\XL]H>-U'[R4=OIR==$14D)%])2"RRABII) M$$_8DFFF4A"Q8BHIG3A3@.!1S\;-#J$;[HK=G)3;)<6OD.WVW?*J6;`SJ-L' MWTH-6I\WKR[IV49*PO$?L&1JN6C3KLT2S0.1PR18=.U1(Q3$O1B/EX\=5XSD M;.`X#@.`X#@.`X#@.!7C]T-0'.3_`!*9#I24UCRH-)O-NN[*4R#E.:O_P#B2H_A#X#P1E#:CA6E.X-ZSM%3&MN)-?K[2,57#83+5MH+_)=WQF[R MXA3X6J8$R_E\[N%I"-[QXSD9B1D\L6/ M6^B90M&08^DF4&\0A:_5,VU9G"VJB,#M)"13+)O#&8R"9@;)`FH?A(F9FDUO MCRR_G/*E'V"@]A;G2,BW[!&VN9\`(WJB44V-(ZTUO'Y:PXA9:3HYK;=RU^;4 M)/*$52)(K$.D1-0`#O\`C&XOJD`X57S]OV"4/BC.M,;%B$&\1^:993M8^/E& MKH9"[Z;X8DGS^2=R"3NF`]J9K44+]6-@,K66^UC$F/,L6"YN,-+X:B8?&R;/*45-U.(A9%CE61E M'9P;&>K'BD`2.5,JY5*S-W48*[M!\C>\5KDLQ-IK?W)E=4Q/D:X8TK\"K2]* MS3.7"XHSW#X;S=(-491L@68+'*>OT3A>/'.&1MB=2,=Y1RTZ@)' M(B]GS71+++UB$5K-TG!VZ3QPJ5`"( M@1,L;B;ANMPJ"?-O_.Q4?_UMZ$?_`$M/F*Y>C'^WCNG8Y&VJ>[N5;SA36#)V M2,:O8N-O,*%,CZ])3,2$]'1KJUY!JE07D%X=L,6C1\]P5QMSC(E]H^.<:'Q+6J);\7U>7=/ M(]TC/MLE$40OSA\X%LK#N6C9D)DF[D"J"%9F9ACJ$WA\GUTR#BV*J4_6)?7W M(^U%KU,DMHXNO8.)%PDR7(0MEB1R!BA!K946PMU(]BZ=(ME M7BP"L5-@E[KKI:8[5BP;$U;-68];,_YI@]AG&,<.Z\Y*K^5D,3PN(K7+.,JV M//M5GHVUP53GY*G/3MQPZT=HKQ[*+("KYP04?3!("1N,ZEOKPJBG[Q6I;!7? M(^@]8P2QR-)HS\+DBMW"-HLA(Q\?(S5ES'KK#8:86E1H]8L14=Y5M&-AK73K=6I M!O+0%EK<[@:XR,/-0\DT.HV>Q\BQ<$524(80,4W)U6?CZ,`^(%@QC\:;3IQ\ MJC+IN=N'*A9;S`8R@+)D37*)ELA6IM+O*U3F;G/F/0-.3 MC:!924TK&MSE*53Y9NLJ'?U`@@`\L,[LO5*1HM_B2:=?\E?7O]7_``25']4` M'D6,H\FU'"M/]JL*YLR;/:[7W`MVQ93[Q@/*=FR"FAEVEVVYU2R,;3AG)F(' MD6=O3+K2)>.=-&V1SO4E@75(8[8I#$Z&$>$F)Z([K9X\=Y;YFFY9ON^>]=+= M*6AJ8T+CB?K^R[K">-K.MCUWB]WD&BXP;YU9Q)[T>I/54VCV;4F2PRZ[A:*3 M8J.G(JW!*W7>#UL+>-S<7`64F68*5ES5NVVZ#I#^@T!KF&@9NN52P;69PS-: MT0.OE,JF5L80CF[9W,J-T4R$$1,8I%=,-=+OKM4< MPER7;:;<<@YPV*RCL+;G]`KD]5JC'RN1C0B!8.&C++9K7+F;1;"`0)ZRKH!4 M$1^H`@)CQ8BFXO"H"_!@>/-';)E12>%DRU/0$7ZZKA`[!9L;0O"7V<1FV(W( MX071Z+>L8ZJA5.XG:!.TW=98V)].1MHEM5@?9B[9`J9>\14C.-# M>1VPV++[DZKS$7F%UB63^=A"8]REBV8KDW&/,5)HG)JM'RI/1Z@'4DQ. M<(B%O$IY";?9\S6/+F:M-BKCD:KZZU2P;-M M*_@Z'M.[L[9HOXI-R=`I-L[P9-Z21S) MM39RCP3"\.MSLM(8PJL_;XZXSM,Q2QLN98F`JU8MD^W+)RQTF*4B]?1S4'#A MR3L%H(B8RI+YHEKS<-6-7Z)A3(%HK5SNL'8\OVVSV*G1A'_ M`-+3YBN7HQ_MX[IV.1MK-N)@NP[):X9'PU4;5&4JUV@E5D:Q9YMI9)""B[%2 MKO6KY"#/Q]/M%*L\C7WL81"M3%(M%+QWAW;3'M1RC0I^6B)F9HF3FT!N.G.3M4E7$*DDZ;LI M"-.[9*+M5U%6ZQTQN#,QNG1Z<)X^O(+586L5.KY2\=D+4ZQL0AM!#Q$=K;M% M',H#)\4W!"$;PT:UV]^4)1F*(`@G#@**3=N0H$.;H`<8+6[LD$UAP?LG4,KY MHS=M'DK"-]OF3*5AO&\(RP+C"]8PJ4%4L12F7+`W7E6.0)W0&;>`F#R;UHQW-/`1*)$0>2\<:1=`@0QCF(B#AR;L*)C"!>@"(_3R- MQ%124'A3@.`X#@.`X$=WD@<-UL-UE))=%55O=+J5PFFJ0ZB!CZT;!"4JQ"F$ MR1C`'4`,`=>6&=S9C5C_`!8=1Q-" M:J&J^/9>$0L5-R?OEJG6+W$OFB3Z)>5ZOWE;*#%O-,G+!\T>1+FWX]BTE45O M225]0""8>X$U"3]TA3ELV>MG#-XW0=M':"K9TU)+N"A,XM@XF64?3&+&KINXDI(I"PIDUG1@1K,Q,99.&P?LU MF#QUY);#F?7*]4#7[;.63*,&UKL`X3;9-=U7&3 M*=OF$Q=2EG9`]1=4U>QKH3\6P9LQ,[<\DLN6_)1KY1H_&K/$S>\[;Y,S72&& M1\1X@U:K2F4KA9Z#,IM!@\A662:+M*=B3&[Z/;8MK.5:XTZ_J,/:K/:=@\K%X3E'LC;+=;H0')IMF5HS2AQ51;BJJL5Z[=R- MG`ZH")=>(V[05FN#FB4RRYXP!#W6RM8IY.G8UU.[DF M%!&$C_V;*C]I1+8R:*8EZK%()A`A3#RPSNNL,TR>B8G-I#IN*A0(<=5=>1.0 M#`8"''$=0$Q0,'P,!1^'7\/)*[1+Q]5&P-[3>JW0<1Q<% M<]FZK5KQ7:?A_$E4I,`SJ%NJ5A/&/8N97GD%&Z)3B/KF55.28F,YG.'/>#A0 MRKG:I0XE%12K>/Q53M*1,.]31'#QS"":92)IE$PCT*4`*'T``!Q)LZ^B?CD; M.`X#@:?;8;:-M>(^O4[']`E=@=GY&"2814K=K?.KM9)G MB_"=&5DDEK)<)-N,;%IG(B0'#YPT9N"3->;"L;J-M;F*:&P[?;G6<&M M!5*Y'PC,D6M\TN=HFU2!)<_84P5SBZOQU62M2-,L@*ZEZ=9?U_W*VUBVPI%7Q1L''MY"PXOF*A+RTEB;:+%\2FS)* MY&Q"]GF#5[!V>L/G'IV>C.GL'J#P8L3.4YMY>%.`X#@4RO=? MYLQA@*SZ0V/*>)G^48VURX'BFH1M8*C0R79M@9,Y?7*B2S-D!4R@R9R MC55^U9]J(%1+\HW<%3Z$`"!V_5^'3DEK;%123KA3@.`X#@8KS/E^JX,Q[,9" MMB,Q)(,56$5`U:L,2R]SOMRGGJ,14,?4:$,X:!-7*YS[M!A'MS*HHBNL!UU4 M6Y%5DR3--::[@/-V9YLN0MILHV&N0#YI&.*SJIA6PR]'HE'1%=U(+LLLY+K< MPE+-W,'52"S,FWBUBJ*NG`J>J&;9NAXMPAOWMC7LA0;#<,@O,,^8"2G+;/.FRJ0N;-(PU,0(XD'8+K.$FB:)AZ]AB7HQ M/RGQJL%:L?XL.N/_`*AL0?\`L^KW(W&4,\\*S`-HV2UDO>/\=V M%U4V7054$3;/W"L8YAPUC3/E"EL9Y9JK.W4^858/ M#LEW#^-D8J9AWJ,I7[15[##.HZQ5"Y5>8;(OHF9BW3.4BWR*;EJNBLF0X"8O M-AO4O2?7W2VI3E=PI40;3]VECV3*>4[&9I,Y8S!;5U7+AS:LEW0C)D[L$FHY M>KJ)(E308,Q74!JW0*]P=#UJS..$9)C=3M6,-:4Z\XP MU@P!`.ZWBG$T!]AUIC)2;J:EW:KEXZEIN>G)9V/J/YZRST@YD'JA"(H"YM[J'2+M4CXKYN9)-(Q5"A>C$?+QXU7XH&'$=0$P%-^$` M'Z!X(RCR;5<*"9L*MG7-%GQ[KOAVY*,EY!O0+UG6[0 MF-VF3'39!F_!1OBV)GGEC$JB1DE310)G$"GZ@2AN@]!_4'^MRPF[*/.&(_ M""FLEC78ALY=M'RL7>]>()NN@M'N'C>(BM'M8BPT;+K1S5D0)1DQ7**B:B2: MQ`5`3D*)A#B4V=4X'(V2@2-6.XCB`7$=0`"L%U%G"B[(H!T2 M.90XF)T$3"(]1RZQDQAY(<9V&U:T67+>+HUDML3JDH?9O7B54`R,@2]XK9.I MR,GE?4*;M()1.3=.EVEA>:=4[K%$43C+A6 M8&TQJ:QDS+$86"+:RS,BID3J(F4*W=E`PD,8HC]`B'"NS^!_M2\; M/_G7M1_Y#P3S4.7]F7I]X6>O"(BHAXB?'2FIV=WYIV(E/Q:J2Q>Q>M-EDQ]1 M`ZB?<*:@=2]>X@]2F`#`(!ETA*7PIP'`_AC`4!,80*4H"8QC"``4`#J(B(_` M``.!^`52$`$%$Q`0`0$#E$!`0Z@(#U^("'`TYLS&8R5NU081V^3#'FNF&G.7 M307RS5RE8,O9DG;5C*C3R[H[@RS-7'%#HUM222*C^.4M!5/4*+5TQ%"'*8 M2G3.40$#`(@(#\.1N,H9U7=M6R*SERY;MV[=)1====9-)%!%(HG56654,4B: M29`$3&,(``!U'A745LEXY;(+.7%_I+=LV15<.'"UJ@DD$&Z"9E5EUE3ORII( MHI$$QC&$"E*`B(]`X&$Y#>'2N)>*QTIM_J[&R"`("NQD,_XG9O$0/E]_P#3&/>ID(H=JZV9 MPVFL4BG7L,8@W'J`&[1Z?UN*DY;=8<=_*L^,3^<-TI_C.X:_=CRU*1M?([)F:,\72P3^PNRSB MFVG*U=3M\[+5&O2EY_%* M_P!@PR>O6/K[+0DM!T?)>=E+(Y;POVBYA$+&I%J5UH_&5F(]D\L,[I]G.8<\ MI7@\T:Q/C[66@[&8PUKH^-:ZE%5G$]RJ&5<>V:#;?-NQDUK#!7JE1MM5LSR? M!V>7=2)3OUY;YD71S.`5Z")CHR1_2`O#1_.#8(_U7:/W-K^R=UF9V+C/6L6P/N3=A[KA?'F08K)4W7MO;-?LK6]_8(2+R)CR8#6YMBV$C\ M16B'AIS'$[2SQLDF_.Y2!61(NDH8`^!2$B;G#+Q_ZO-\C9P'`PLBU:08.K"E#??!7YT\*WE%VL:M)`E_8BK MJ$2$WZX>G+#.ZZPS:-TGQ!>=J]8[PS:\8^9)?"E"<8X-^:;. M2^<=R4K<[TQVOVEL09J[*[A640DDY(I=3J=D[->'?%7NE5,T8XU M#QAE.@98)5CY7#'$D6U6*YM99=U/0DH]B5(9NE M'J)`94YA4WC*>#D::1[_`.HBFZ6"H7&,9:24>VTO-F#LZ42WJO+DT2@K;A?) M4!>6JHC1;34)LR\C&1KMD@K\T8C%RZ3>E246;)`!)BT-&>?!'L-=1KRNJ^Z% MBT!;77*.W+AAENO4''E5Q96(J8KEAS^G58*T,J736+=6QHL7,D\. MB4[D%A`0-;9X^,6LCCV[GE6/)O%VWN`=L&\0K/@]8Q:MBSLZ>LJUZSDPUY>8 M#/3@>EGH> M@?@#K^+.,ZS_`#^7MLO;O>8:/4%5K[B79@AS"W,(J,3-.8W#>0;) MDB4@K!<=>=EI3.%(B;I*9T+5&,;=*SNQ6*P+G%50V&LL3%)-89C"ND9%R9Y& MK?-.`4ML<9JHR\=UAJATR!QS1Z9CVK,6T96*'5*[3*Y<2MF<=`U>(9P<0Q M:MRB8K=LTCV*:9"`(@0I0#\'(V\EVK*%UIENIKETJQ;6VL3]9=:-1E'Z+I1VV3?`8C--JV.*'+;'&=?K M^75%_;QVATT?MGGD]W3D33] M2,8MJ\28KB+&5VBDVK6,M#^*?.W2J12O$EYER#=9%--H1NM>+JLK[:[(+Y%T MFQ\POD(A%%U)DR"[+*V8')V2F,H-/%$I&1%;^ M^>2[XSCV#9">%L)VR+1V[(D0[U=V`S%>=="M0VQQX@!RH>5#S%(E466<*%2W*,F!UW"AEG"YP)1``R MRZIQ,+7CWG^/P\O\`1N*'_.K>8_\`CG*?N&XLX]Y_C\']&XH? M\ZMYC_XYRG[AN+./>?X_#]$]MIC)8Q49?RA>8*=B%A!&6@Y+WL==X">KD;=(:@5^5CI2?7F6P1F-&UB:5^XWG M&%5MJF/I!_+R)X=M9AA)"P02R*U@D$RNHQTQ-LQ/K!9UUG-A?16QV9J2PDUEUDEU"DJ>/;;4J3#,@5;IB1G'1 MC-DGZ9>Q$O0.6Y3CMTATAU[7/Q%NVYVJV-\\&06!)-PD?:?.ZR3IN7Y<'+5P MDXNBR*C>0314(L':`]KA3L$G1,4UR<=K(]2]M/X4J@VE&J&DE:GB2J#-!12W MY'S%9W#(K1@U8G4B7,KD%=>,7>F:@NN=$Q3&<**'`2]XAR6L;8C)WQE[>CPP MLF;1D70'#C@K1L@V*X>NKR[>+E02*D"SMTM;C+.7*H%[E%#")CF$1'XCP4]K M^CX^&/\`F_,)?]G=?W6\%']'Q\,?\WYA+_L[K^ZW@IM1KKXS]$M3)>!G=>-; M*+C.0JKJT254^S%[)*L:G,W>.BH:X6*JQ%DG9F)K5ILT%"-8]]*,4$)%S'(@ MT.L+<3)"*C-O3PIP'`<#HV3,98]S-0K3BW*],KN0L=7>*6@[;2[9%M9FO6"* M7,10[.2C7B:B"Z95DB*$'IW)JD*<@E.4I@#62Q^.#0*Z/DY6\:9:T7V61:-F M"$O?\-T6\R[:/9I$1;1S65MD+,2#:/1`G<"":A4O5.=3M]10YC+E..W2'`?R M67C/_F_-,/XL^'?W'\MRG';I#PK^*KQEN4_26\?6F1B>H@KT+K7B%(>]NNFX M2'O2J1#]"JI%$0Z]#`'00$!$!ERO';I#S?R67C/_`)OO3#^+/AW]Q_+Y,#"5CIQF7YEG5$5RE;R\2V<%`# M`'J($'\')" MH4\?'4&":Y[HW<'&6.L,(T')%/3VYD[??(.>^4IEJQW8X758^/:1!XM91S.! MICVBS3*;=.9!J83RWVN4%2@*!1Y>C,?+MX_]7?N1LX#@.`X#@.`X#@01[B>X MS\7^I+RP4A#-\?G;.,/.SE,1PWAXB\W)$OT'+'KZ]3M-Q<-D:325PG45&RJ[ MYX!&YDC&4`"]HF):/&R>7/SP[76.U8ZT4\2J&-:TWEYFECLGE2Z'L-1042?V M"'4N>,;!D"'PWC:VK0ZC`ADSE0LD05Z@)52N&RZ1S5F)F8>_D'P+>2/?>T2R M'DK\KN0)_70UM6M-7UNQ96*8];BW+(,YFO)7TWW%HF'9*QUQ=1=),QJC.-6A MDB@U5,DJ<`6O&9C'-:OH5088^HM+H46Y=O(RD5.N5".>2!D3/W3"M0[.&:.7 MIFZ3=N9VNW9%,H)$R$$XCVE`.@!&G;.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X%$3WG^-0BAS8UD4ZTG,RHLY#)5QP!CV@QJ\,DB:(1 M>VZZ/D8UBN!OFEW:I&_3L,`CJ'+^R)G"%GCPGHJM?$KX]6;AB$8Z8:LXLCGK M#]D`9L_CH%%B^36*Y566(Y^;;G%4HF[2J"8"@4H`4,ND9)0^%.`X#@.`X#@. M`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!2/T&M5#=>ZOW2H<5BJ*A,BU=KMI8; M?FI*VV^3G\E5NX,-95JK2IFI2TD[J4`QQHYCGHQ[J+1:K.D9$R;D#^BD8+T8 MCY+N'(V9?(>8L(4^:LS?:0EXP==+_08"9L M$93;?F?;FLR=DQU.3D8[DH:(LLG3G+1=9BHB5V9@)3]P)ARSDQMJ=W>ETSD; M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!2#]W/MA?M6)[0*;>`D5Y-ZTX\FGA4"F(@5W+QYI%T5`ASJ'(@5=R M8"`)C"!>@"(C\>1N,(I*!PIP'`M%@\<'56S'C7FRD`YQF-B=/W34,;%SMN&GY6]N1LX#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X# M@.`X%-+W3.3M9<;9:T85V4K$596$E(0^KQ3Z^&%>-=>*K0YU#)%0A7>NM'=0J!4 MOER(0SENLO$H$;__`,.1&/43*"?^<`.W\')+>W+'-)QPIP'`^YER9.8VQ;C:JZV1> M-9"Q25J<5?'F1+#*HOPR6@<2HH-"-VS-=0ZW7M*))G17^LGN1QOB>GT.K5.3Q8QGX*VVUMD-O:4$YD6X)50 MP/GY(TB:G+3'.4\V@FVF4]E7&U%&S;4<7UC)VK>P#+#4U(85M-CN.+KG$3^% M\3YGK-KJ\Y;82N3ZI743DXJ"Q%6::8';@=(ZA#@;D;B^N:0SA3@.`X#@.!36 M\?F89RQ>YVWMP8VQ%ANKLL71>T-ZF,O)8]&M;"9'B1LX#@.`X#@.`X#@4^_;'TVRU/; M_P`XC^P1X,6=\VCAKQ4E0>Q[S[4JKK..X];0D_38NW*L>*DW6'Z/R[HJ#D/1 M[Q3!-1,Y[+&VKFM(^ZX)R-G`<"+'?_".,]H,^Z/ZYYTK_.^!"ZXY&H&+\ M9X/JMCIM?ON0MVJ[?<@W]'+.2Z%E#);:5M>08=C"XF"1II(VJ,D5W9)INV6`9A`U*8=2#9^1^V.R<$!5T'RA#&Y88WQ$SBGA\,K-C'>*_1.-BU M`6BHW7FE1T4L"Q7(+1;!%PTC501H MX#@.`X#@.`X#@.`X#@.`X#@.`X&INR.FF)=HYZG63(;RWL)2FT+-&*TBUN2A MBQ%DQGL)#5F!RW1+E7+-7[/7+)7K9&5!@FH1=IZJ7HCZ:A`.<#$F+:'P'@8T M*JM&3QK7(:[Q5&2K+ZIDKR9L8O&Q8V3ME2NV9-L[>SV&5:-1R.C<,I8-T^B[157]W3:MY:5Q]!H5U ML$1&J=R#0QCG*8YC=0O1B/E/G]EOKD;.`X#@.`X%=^\>Z%\46/LM9(PM8;KF MDMWQ3;55E<+R<&)60O&C``CT9N7CUYM\9R]3`& MC$KEV8GV*=B=QL9".[.YSA(O[.\K\*Z>/H6MO+&^AW$TZK4,^DG:[2/47,S;+/ M7)TTRF<+">+7FV"P)@2A:X4-QCW'9K,XB9"ZY`R--2=QM,S<+'.W?*5RF;]> MK#)S,VY<+>O.6JP.G(H(`BT0]3L123(`%X(BF:>%.`X#@.`X#@.`X#@.`X#@ M.`X#@?/F]Z>SS$C-:?N+[*41_BE_>HIQ MCU>0NI2KQ(LC*`1@(E6$#]`Y8<_[+KT^\+9/@^_YH;QU?\E'$_\`Q?1Y&X2H M<*Z@S%@%[ M$,B8?I1C'^$YKS9^3MXA(&R-;E2[33U\J] MSQG$M(7%UMC-YD6E73I5D>SM@4N2DC"`+U20*QAU&*IP;E(L(&5"RY[<_=>@ MEJ#19]DI&SM+J4U'+'255CY:N0\BR5404!5%11J\9K('.BJ4#%$2B)3!U#X\ MCHZNE@G"""R+A'#>*D5VZJ;ANLECRHIK(+HG!1%9%0D0!TE4E"@8IBB`E$.H M#UX2H=YAZQ6J\O*.H"O0<&YFW)'LTXAXEA&KR[Q,IB$=RBS)NBH_-C_ M`,Z]J/\`R'@GFH5 M+KC.+"-61QNAEZ>P9IDQRJO"2Y4E6,G>D8A")3F4"NCKLTU$.]!#U@[[T8CY M+?\`R-G`#=JV)W`.J/%&/(FF$DW!)1-4J75#TQ&RY[<_?[+RO(Z'`<"OSF/R^Y M[P>IG3)MIU^Q+,:Z4?9+:G46ARL-D^RL\IIYAP!AN[Y3I4]?Z_)U$*\MC[*$ MECQ_$.#0[I:0@C.6SDZ;I+U@3M,FE]NP\FD](B5!1!1 M4L3?DE9Y&C@.`X#@.`X#@.`X#@.`X#@.`X#@.`X'Y*8IP$2F*8`,8HB40$`, M0PE.41#K]8I@$!#\`AP/UP*'7O@/[4O&P'X?O7M1\/ZT'@CK_P#7Y8<_[,O3 M[PLZ^#[_`)H;QU?\E'$__%]'D;A*APKPJN&Z)D2++HI'<*>DW(JJ1,RZO:8_ MI(E.8!54["B/:7J/0!'@>;@.!_!,4O;W&`.X>TO40#N-T$>TO7Z1Z`(]/ZG` MQ@YS?A=FY<,WF7L7M';1=9J[:N;_`%1!RU=-U#(N&SA!66*JBN@L02'(8`,4 MP"`@`APEP\/Y>,'?X9<4_OB5#]N."X>RIFO#2*C9)7+>,DE7J3=PS34OM5(H M[0>#T:+-B&E0,NDZ'^QF*`@?_.B/!<.VP-MJMJ^?&L6:OV,(IR5G)C`S,=,? M9SLZ15R-7_V>YC;=1+37+K4Y@K@\19ZE.1EDKTJ1H[<1[H M\;-0SI[&OBMG[15!04E3`19(Y!Z&*(`'8^!TC(^2L>X>I%@R5E:[5;'&/:FT M2?V>[W:0:(BHF8A%"G3]18O>0R:A3`(=0$#`/X0X'@&S5L/IL$('4. MH=95@'P_5_L_T<#`F>MR]3]6XNN3>QNQ>',)PUOD7T16)7)5^KM3CIV5C&J3 MU_&QCV6?-V[I\U9KE5.D4PG!,>[IT`1`DS$9M9_Y9CQ._P`XMIW^_P!8^_;O MEJ4Y;=8/Y9CQ._SBVG?[_6/OV[XJ3EMUA^5/,WXG$TU%#>1;3WM33.H8"9WH M"AQ*F43F`B:,@6>CY$U=*.2]Q,?XZ?XRW%=N(S3N/RZ\M>0L[QE;PZWUTIPU4PS(UK5FN.[Q+QSVL1SU*X:CYHR'?Y-K(&>OTX:"N5/2^1 M%1!V9/C!/VZZI@=K/,)XV](,J_D2VHVEJV(,I?=F&N/W1F:EDR9=C6K`M(-X M>4!]5*3/Q`IO5HIP`$^8]4GI]3%*`EZQJVM?])#\)7Z>]`_>^SA_!?P7'<_I M(?A*_3WH'[WV2ZG:"6#/,!;X_8[/"N1@P7=G%&<2M0F-C+I% M,V-RDD\FXQ:KP)'YSJD(Y<.6Y5"B)RI%ZJAK"G".7*:MDG.6I?DGTQXTV[F(K&=/5>.W:)92?5CF`I, MWQP6%)JZ,DP:_;K]OPV%S#X_/.1AW$N2LRR^W?DEDJ+C7']FR2_N+/*E@7Q[ M(U6LU]U95K"TO<'N?8F+BJ.HAL+A.29MWZ9VP@JDFL`@4S!)Y1'7W3T^VN\A M&P"?CJDG&1]?/(?NS9'>Q.4%#9EK98^8P7E3+,'CQUO6?$U5LMX86%U"/I&,9,YDQ%04()`*18I M;QRF_'=H-YMK4+2+QG^X3WDU8Q M+MC2/-GDJE4O-=':7*EUNU;`[-.K.T.:P/(21B[/]DH+14<5JC&KKHN&J[[U MS>FF9-$#F43+$3XF6^7\@9YWOE!.'N%LY?/>KT!M]Y-A0:"C\WV>H+W\JXK` MK\C^,[/EQ#UOQ?=V_C>+7CXN7NCX"?.9^#W$&?\`I^#K*9^#_I?EI'IQ9Q\_ M>7MQ/@C\\$7(*I#[@O,+Z$'[)?F^?D<\.WKY^S<2!7$6J17*8NHN).R5)W*M M7P'K3;ZM0J?7+79TZ;K>Y3LEE MA*]'1D[/IN+1@FP69OZSO78ATOQ8@7L#X?#K](\%3JU#V/T(W?RQ9= M8)2C^3C,4!%X7[^VD\W_`#O7X\%3J].3U9V?DT$4`\E&R$6*+UH]]>'P[I>V<+`T5!;Y M)P=UK8^3/'N^G8N0"%.4[8:NXXLFO\!C M,D%6Z-KN6WH7"(R?9KH0Y(.P8,GL1,*7'PMA,U;.F\*2U+GZ).Y-=JDFGP5. MK.?YCVT/\[)NQ^]SHG_DB<%3J_I='MH`$!'RR;LB`"`B`8ZT3#J'7XAU'4,P M!U_K#P5.JMUGKVY'F*REG?+65(#S0W=M&7C($]88$TM?<\5F?0KIK"\E:DSE MH;%S^HX]AY"&;*IC\M!QD?$MG(&%HW13[2@M.,Z^/9C)/VR_FG,W&,7\VMS3 MB''JH/6B66]MED#-7JIS2`?('O"#9R+CUU#'3.8A53F'N,'<(\7!QW:S[_\` MCD&GM2_(_P"J8'WFMR.1N#=WV"S3S\9;YH&BPQX&(MG8J8-C/@3!;H/<"(F$ MO4P``K.,Z_3\._UKVH^Y@SX!G(^:?6.FS4'.Q#VU6G*]67:MVD&^;N4G$1\P`N4SH+I]%"G%2E^8:;V>/ M!P!=WMVG7S!42C\_?<0/!2]%3U0%OZV#1]$R@_5.(?KB_`?AR+7>7:&6L%M9 M)F3+N'MDY`RYU^][/82=*`)P('I%.I@H1*@7L^J0/@'4?U>!JQJSXVLD:[R& MR[R6WTV;N:.>]F23=W'*KNG<4G`QC MI5;O3BVQP.901%=6V/YM=O\`TO-J/]UL'?P%<*C$\@'@QJ_D!@;="Y3VXV`L M:,EBVU5JB,,EHT2Z06-,J2,M09.K90K#&O5C'[V*8Q`4C83*D,\ M7$$S$4MLSMMWG6KPV#@'7[#6$5/(5Y!%S8IQW6J**^-LX-\4T18*^P39@>K8 M\8UNP(U.&`"=$&AG[Y8A`#U7"R@G4,LX]Y9N_DR0_G!?)Y_&R4_<)P5WEKGF MWPF,\R9#UDNC[R![^G;:\Y@?Y9!"VYO/<+$[>GH5GJ482@V48B%_)O.MGT\1 M1Q)%:R1G$;\RR]$GS(+HK./>6YN.=`8J@S#J6E-O-^\GI.&)F2<-D;:NY.(= MDH=0AQD&J5.9TUZ+X"D[`%5=5("B/0G7X\BUYLT?FNT__"3LG_&[*L9E2];9[XT!S&4VMT\*M2-@7,K6W(5:6M$M%3JX9'@[S,!,I* MVUT0HD=E02*8123(9143VTG;:.1;V6?CBYSAPNH=9==>V8<56665 M,)U55E5,,F4554.81,8PB)A'J/%IPG67C_H5GC<_2%W)_NHPS_`QQ:<)UE^Q M]ECXX#"0QMB=S3&3*4J8FM>&Q$A2?K"D$<,B)"D_``?`/P<6<.\I!M(/;>:/ MZ.,,K1]/RCN%=DLM%J:,V=YLQD;#ZC)K4EI9TU;)GUGD\)#.%>.Y0%%#R_VB MHB+-+4ZM0TS!(Q6)%,K8`*# M6-F+;F^8EH:/%/#?X^<#8KI>(*9A>0=UBBQB ML7$NYW(V15IIVFXD'DFX=2KB)L\,P=/G#Q^H910C9(3B/40$>HB*AE'^3+T@ M_P`""7[X>5_W=\%0Q7F_PV^/O/F*;GA^XX=EHZLWF/:QLL]K>2\CM)ULBTE& M$NDI&NI2SS+%NX^:CDP$QVROU!,```B`@*AS*?AS\7AGGCVOU?J-VXI-TO\`.$+Q MFN/Z,E2SO#1CC!RTOA!]()OF[9LHWLSK&CZNJ M6I-$K0AD#2'S"C? M54GSG>/+47QS^2WQ25C2NL5+4J.OMRK-NLU^L\[>LBU&L6FL MYYHK:OY'ML?D"^O%74%3$7`N';)"0C4'39(Q3J)B(JA8<]\1$^WW6:\>9ZR@ M7(+N4S/[B75::H*L4X:M:5A+6[63&4HWGN]HFQD0MF2[MGLQHTJ1%S.&IFQS MJJJ$%-=$A!(>>C5Z[GI:Q[JQ=]P1#W?-_G%JT%D)">RY$V1I4Z=I3$PKR.H& M5;Y3Z]/05*+&=]41,0Z9>*6-U]58_=.-U#VX]P- MA:/V'W7A\W:N733Z,FK3L1:JUAADG"I,<999ME9JLA783'$)36$TWG",P(W= MP1)QJN_!$X%<)D[*S-7$WU^S8+:C"7@^QQBV?G-4LKX*S)FZQR,W7ZZRO^M& M$ZQB#'YJS&2UHGLC9*4E==XQV%&BV""J,>S@@3?6R26:1L&_"AFS$K6M&;HHL&A=*E#Z^:T3N,)YQ/UB'M;6S8CGI+`3R:6JP MMYD&;R,DU5I6O3#1U&NUG)T"NG`B;SFI_@9;!L1K+; MSXWEZQ6(JFP$O!RM(UOF5I:+K<%#U^%CFTG*2#A?JT9-FRYU!63(!5`$4Y&V MN4UCE]WT).1T.`X#@.`X'S0O%UDJK8@\KOF&GI.R[X&8/IUY5=J""$@=Y"G2=N"E(\*8_P!73E&7I=]E*G0%)RG6H_'M84G)*PQT]/M M(*TOB0=9:IIQJQ#.C%1*8IE2B:TG-U79F1U=QMI7L+7L.:Z>Y0QJG5];LGPE M`9YB;[<-]9Z2A'XQL4!7FN1JU:DTLXY,,8GC?KV=9;7URV4C*6#<73JA4^QU8 M+XCZ9OM`I%".P2.@*X"`I=$^AMRN>3=A_8L2Q>]ZLG)9*]S`Q@6VE[MZYFG- M2V.)L<@#3-Z7S7J(_DV&P%P2W1,!CK_+_(!/"!/5];ZG'3H?[?[9-2O,5]FS1#AI*EAF[ MP"&=BV537!N!^PP&Z#RPY[[N*SN/NM"S]T\A;Z)F(Z`S-XV:Y.NV+UG#SCMG MF.P)PDDLD=)G).*^?($.69!@N8%!:BZ;`L)>P5"@/7C!K]NR%373/>\%5QL^ M@('RW^'?`$?'9AV3(;$^4*.#N[UB17V1RR[F3RSB:\TWA*O,4.+<@%?U."H+(MBGVGW3EAHD M"ZA1,0X?5&4U.Z*SA[NO6W>XD?K_`()CZUY<_!-6H!GAK%K*`K=TJ-U"X0<4 MVHT"A&PMK%]O&Q?#98YJ4B+\56[=0713B9%(1],I8F*Z(Q?%W)V><]V/M].W M+*>*LVV:;UNL\E+92PA&H0^*+:Z4Q]K2@JM28E&_90/'1<0HW-'F36G7[GUV MBAEA34,9%-.2;9O=/C5?:Y&S@.`X#@.!\N_QVY4A,5^5_P`K,A.^2>T^-QI+ M9TS.R^]--PY2LRV',0(;-WAPK0(F&N5#R']G2C)/]D-E&$>H[655!/L6+^*- MJ7';,1,X]4H^TFR=.>2>NJSGW(.8LBHM]L,73[>(NFDN(J_-8@=1$%9VQ,Q+ M0TQA.JG>$Q\Y<)&69N&16:1W@N#MSNDDS<4L[HUZO7W1VFJ-BU`VB@&ONM2XLLGU2-=S-!L585EGANQN_2?G32<1Y_6*HX+Q&:;KXYVL<>WI<(N?" M_P"/U1`X*$+AEZW,8`$.BS2_7)JX)]8`'JDX1,4?P"(?#X$KQ"QU,<2DH$98[;FN M#),-HILX*6RALDP+8;EEJN5ZTM#0&R65X'[$DVKG1>:0<-808\64>NB[6 M]>.:HJJD;JG,V2$1AE"!*[X]RM%^YEQ91);QWZ,0629/"ATHO2UG>VD++3&C?'M@.YM%;91NAS!XZL%>;] M[UFF1RT%1=N4@+HF,"A8U,89-G]1,,;53.OFN\VCX^/%5)1]JUOPW8'62+#E M*X#ONVZ]TBVFD"RHV"82E%Y!TH5^^00=K+I%56[@74$764(8_'Y"6 MJO\`N[-PHZ\5#'E#MOYKDDZG:IB>QS=JQW%.7&,=91;%J\Q8:'C65,T7C"(* M*('B$"-G!E$TSK$*54SH1\I7I.1LX#@.`X#@?-#\3&1,YT#RW^7@^$-I].]3 M5Y/+.:#7V_[A0RLS!FHT=M/<5)5UCA(A&/P759H"YDFW<]9D[S&BS-UC&;L>_&SMWN>B.Z=?0 M\S?BV1RGE:K^/.W0='\B6C.K$2UV6R,JKC+9#%"E\ MR"J[?TW&ZCFR(2\OM9@YHVK>)+OJ9-:P/G':]3>I!.C?)ME0`R/4526,TW_'.)3?\`MZE? M6\+_`(_3^FJETPR\2[5B=AQ]"_7)#U`+U'JDMZ?>F/\`GB&`?P\RZ1EZIF.% M.`X#@:L[OY2S!@[4#9/,V`JO4KIF#%6&[WD*C5F]NI1K4Y63J$$[GG")MXQBNLDT04;G?+ID;^N@"HK)DG"+8,V/\A4'@N0Q'AK'F)[[M)N-F^BL M+WCG6O$Z3.)>*5$RS6-E+$4(07 M[M<//7Y2?CF[NNPMH.G$N7@//631M)&Z>KI&$/*OL;.-JJYSQK]J7B^O MSV6,I5:3ND_Y"\3T9_$T*CY]O^*UK4QQA:::K-3JM=C:@HFJ5*3(G+O6:IT3 M-BK%214D;IZQ'NG-B)>)L$5&SL#*1TW!S+!I*0\S$/6TE%2L8_03=,9&-D6: MJS1\P>ME2J)+)'.FHF8#%$0$!Y&W(\!P'`JBM7:RUBN9GV#\D6['H0]D>.@3J ML57K)23N9'T6YW;X#()D522*N18B+?9#R![/Y1:3E&R^,M%#8NYA*T MDSIDYC`FV&Y.FE+V?A_)[:(G/MMQOBNG[.8KF,&U.N$O4I4\ESE\L5H(JONXI%1G;'RUB)#/G+>&K#6PVG M>5-&.0,DL9RBH\,W8HI*B!U"*]R8"8B'=M"J.'3%18%7) M%"N5B1$5E/CU0NVO6+#[3W'&.L$H>,K+4?C>0PBM*NM%E,XX[6R).O/R"W:: M^]*&5$-DG5+:LD'[5.7%NI=T%A09&1,@"IP;'K-1>4Y_;S3F;):#ZSUG7+8. MR1'@+V,Q[*P&"LP349?9K:W!M@B*2_C,=61XTMLG!%WFL"LPQKJZ)7BC9-@^ M66*B)4FZZ@E2-&IB*RGQZMG=3L4T*2UMUE2<>`R>N9WV!<*^MDIU-Z!(QMK. MOC>M**7)0I8RR^B)S0BIPF&/=W[!46- MQ(KA.-L>O=@4@L51,C5U(>B&F\%X9NZK1/[E23VM.H%Z2*:UL;YH?+'6YO5/6':R2K&0-@[578+:Z M748X^H;U#;=\Q4N$3%HX8S*K/60#NTD`;@C%E,S%7LU8.SGA"/\=_AKQ6MD*A9#IN/< MJ4(UB:V['=JR95U:N\RY#1Z>F<8>%L]8(#=T1)E)$=R!VB*?S[4"%."UG;<5 M4,->(SQ&[>^+W7>\X#N>$]`MM7MHS'-Y0C\D6;*]^J$E'1DQ4*77"U8\1.:A M9%<^DQ=U95R50D@"8_-B`)@("8R9LV[>,57CV;%26-<]'\A%+;GT+\?A95#2 MS):[>OCG.PGKBK5?.V*DGSUHM&*[7"0$,T,Z6;MBNI25?)()BH MH1,#G#N,`=1`DY(%]HZYN]C?;Z^5JB:I;56_5'9*AZX+;$9ZU&#&#+8\Z>&L M2OZBYUGHTMKO6.)+AE"0IK@E2P93L:- M6K9\SJ<:^LKR7D5/5D)`B"!&ZQ8N>T(R*%@VHUB_S53U0]O(&,MO;19L_0WY MQ>W<53I/4JG1$U<[0+_(UGRG!O[3;,DUBR*V!TO&5*.A(U^_BR(-$'3=H"#M M,G:L5CK3[7EMJCK/A[7MM/(V=3&E4+&2<^S@XVK14K8).1?V&S.J_58=)*,J ME7-89AT$5%(=Y(V-!!L!U/2]0T:B*BFR?"G`_64'KE5NL>!-A[+M%[(LJ3=8'4A]M M7AD/IG,D7T`5/W]Q`(8(2,>X*\UN*+#(FA*)H1?;>@1GB;#>>.16'=KOK?XWO(U'5Z-UOR%9-!='-.8MN6/R16/'! M0]Y?SX@I8\;@]6E%G$E98XLC:I!63=BB_:KG%WQ:1$Y M3A"P1C^AU'%E"I.,*!"H5NAXXJ-;H=)KK59VX:P%1J$,RKU;A6SA^X=OET(J M&CD4"'6555,5,!.;7Q1UP)>NS<"DH"+A,A^TW;T&PY[HN?'=: MC'Q#PPG$X^1[R[?$PG$H;[7L"?$>O:!0@PZ%_!T#Z`XM>'>?=H7XOO&/$9'T MUQA>G6]GDZJ@OKSL*V5J5`W4O=0I)"P&R67:\"[:#BXXAFCN:+%`]D%4EB'= M2+A=<1`RHAQ,IMVW&<^[>V'\(&C\?L'^=A+/MH;ALNWA&M=ALZVC;S89?*5= MA4(N>@%HZ%ND1?H:=1:2%10X@BU;))-FZ?1-(A$RE*`B(J%<77S'C3'?O+LJU&#E[S9HN MOZZ?-C+Y!N]IR3:RMG^IF,QZ2USNLK-6B50;NWZ:"`NW2YTB&(0![0#HZ)$5 MN]?LO1\C9P'`<5C"0AA*N*H=_]C)TLN>V,??[++'F/OAL(8-UQV@=5.[6VL:K[ MP:[9FOS;'4*WLMSCL?KKVO%-M>0%:/<@8[I-5O.3%'2[!BU&CU*3R< ME/S:B\M(D9`W*W*[*\_%&1*)B=ZCE&75UF`\U.LELGDZE4L1;=6RZN#6\65` MJ^!G5AR+*,J!<)?'UUG8;'D18WEVFZI6+S7W\2[F6;!>)(^9K)@Y$4S=%'*' M6M?]MJUM[Y/2EQGC38_'!]<-0LE4_8>.S?@^PXH-#V3,>2,`W;`]:D`MR`/4 MI>9J]5LLNR3:^F*S,ISJBXC&(SUE6+C6H=I2AZ;*/9I(D_#V$#J(CR2NW+UGZIS.%.`X#@.`X#@ M.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X%% M+W5.$H#)YA^OX_MN2VL7H[2+)*T:LY5N$70L<2 MUN@:OOW.3%=^^-KF$&[-NZ1(Z,B871DRM`%?BDY2YW7C?3S#>0:OX:I33*N# M8#!V]#?-&(L?94N>BK-U1+"[IM(O[O)]5G6%4W+N5NJLHP@*5.(`68A4&PO6 MH(*B`*!U%S."X/@;%37!6#<,8093TE:F6&\48ZQ4TL\TFDE,6-KCRH0]1;ST MLD@8Z"Q,Y)@LLT6L,LVK=>=N"-& MR9UU@1$"%$W0.(:W3%9H@?([NS@3\C83 MAL,7*]9V'WW\LVP^-HG(R M>(\D/-&XJC6?(6)C9-ZI'I.%0#U`216L,[LX\VU=W\V.B],,U(W M':>\*N2+',G0]&=QIL6AD5T412?'>.3;>Q-:A*7"N2$)'V5S`)8[C5)I M"%=NR.#-0<(BN"?9WEZ]>"9B8I1&V*W[6C-U=J,OV3:')-AR_D::85B\V<-$ M(;%\0]L5!B:I4(N\,<1W':&O6&LSI(BEMV[B(L3`S)0_#K,2T(5$G:7U!4.HE=LS'2?9/G_`$V#03]%;;O_`+GA M'^%?DIOGVEHEXV/('C/R;>Z6KFV.):==:%2K/JU0QKQ;4B\I.'?LB2 M1LX#@.`X%4W>;VH&KF M\FV>;ML[+LSFS'5ASA:&EMFZ;5*U0)*OQ$JG7X:$?'CGD_'O)50DHXB3/%`4 M.($6<'*0"D`I0J3%^):L(>R9T_!5N#S<[99RR(N@9RT2JN*&QUFY%"BLBBL: M!<$;*J(]Q2*"FH"8CU[3=.@K9X1G&?K^60Q]E7XXNH]-BMQP#K\`&Q87'H'X M`Z_D:#KQ?D<.^[W?S^A5^./](OQ&8&]^K+"MJQ=MR?,8X7@BQEB4G&SV*L.OR^(Y]P*Z`)-W+=XNY;+"B5 M4I$Q$2\6O&.MRD96\0>A#@2BOC?+*XE`0**VWFXZ@E`1ZB!1/GT>@"/%G&&* M$?3J^45>&Q@MEW"&2(ZQT:YT/*[3-F9\QJTFW8^NU?O$#+FQ?GG(V1<17 M5O\`:%?(DJRG85^S.DJ8?3`Y2&*LXPWPU"UQ0U.P!4,'$ODUE!Y`3.1;3/9" ML-?J53E;=;,IY,N&5K?,K5:AQ$!2ZXW<6>ZNP;L8QDV9M6Y2)II@!>18PALM MPIP'`^8[J=NM5$))+-G+\*C M.S\2_DJ[\XY9HJ*"T42$RB1##]8I1`DQ$YLS\*<#`4]JCJW:IN6LUHULP%9+ M'//W$I.6">P[CN8FYF3=G]1U(RTK(5QP_D7[E0>Y1990ZAQ^(B(\)4:.(_,R MT^_11UK_`'B\7_N6X*C1Y4-.=16RR+EMJOK@W<-U"+(+H8/QDDL@LF8#IJHJ MIU@ITU$S``E,40$!^C@J-&3X;$V*ZY)1DU7L9X_@9B%2<(0TM#4RN1TK.X7;!LOF=ZYO<3L)#8H4BY!DTREC1J MC5DZ[,`K\N1P@[5>=#E<`F0Z1[T9F9Y5&5,Y2.4=X\(N6[W*F%L=[+8T2?%: MS%WU<%B;R9 MR%F^QPRMBK6!\3P3N^Y:E*\D[+'FM4A6HCN3I=%+)&!L:Q6!>*@2./Q0O/5Z M$$DS7FQ-]\=^;M6;':DJ-K[JU&I55U+UV'RF^LNQ61(V6C7JCM1O?H#%MIQE MCV.;24`F)3%A[9-_9[KX@L\)]4+@G[,M:9YJG]D=1]9-@K7&PER=AW'++QL9)RS*4B@JX[D6C_(2NQU)HM;NLK5LCT#($%(G:0[YX@18R#= MLV*,E)77K)\XX=$412B%XB@HB4R!0?"8JRIV!^T=VW6N>S^,=FJ]/R%) M-/UVXT.4CJWES#V08@:IE_"]QE(&.L[2H9/I*Z[AU7IAW`2S9ZU4(HNQD&:Q M'#1PNB8%!BQ-MB>%.`X#@.`X#@.`X#@.`X#@.`X#@.!!KYAHBN67/GA?J]RC M8N>J4[Y-H!M,5V?:(R=?F52:[YU-%-Y2(>)K,)$I9,R?ID63.7O'Z.@CPDMH MK=X[HVC6QYF+2;*]\U5RJBC*N2X_B['/6O47(3Z4E%9V3C\E:TSDB\I,46QO MS>FO.U%.NV1DGVF0=F*04%+:<=,VP>JVQ4KGFKVB)R)0@P]L'B"P-:+G_#(3 MZEN9T.YO(2.L\0ZJ]V&%KS:_8^NE4F&;LQQ1@>F2)'RE::6)^U<2- MCRCDDT6HC),L18;J;-U/V%5)1!5RDV1CD%DGD@U-PDS7F[1K1K)6-=:R_.M. M264,SWDS*7S?L),4")Q=:A"+&:5^OM!+%5V**FS9I@ M4ICJ"(KS9JOW]HEU_P#-*Q_^1WG"M+?%'_S8OCV_Y&&M?_LBJ7"1E#?_`(4X M#@.`X#@.`X#@1>/;'F3R`6FXU_$&3['@#2RBV>3ISEBD471(5>*19IR;NY,X[NT(T//AJ/KC M@?Q:7-UA3%&,L4VHVQ6FX)9/+#-ANC21-L-A^MDLMCR?*IRE[D73:)CFY'3] MV_<.E$$.JASCUZB8J,,UG$/H#J/=\`^/ZOP^GX?#X\C3^\!P'`<"(2PG.7ST MXJ(4YRD6\2V;_6(4YBD6%#;W!0H"J0!`J@HBL?L[@'M[S=.G4>MZ,_[^B7OD M:1B;X8(R!4I6/W^U(@&ZVV.!JX9O<*,Q1CX]EM]KLP?)2]WU\OKP19JO+#%1 MA'DMCZ366.,#9P`@$.T?OD5*S,=8S2"XTR#6,MXYH&5:2[6?TW)E*JN0*D^< M-E&;AY6;E!,;%!.EV:P`LT6<1@<)<,=AO9I"(`(;D:JB`_$!#8;$8@(#]`@/WOX+C4_/KTA_3'U5_C"XC_ M`'7\%QJ[M#;0ZSV..1EZ]L3@N=B7!E2-Y.&RW0)2.7.@H9%%N'M/+75HY0Z4A98!BJFH** MB;R8CFRB:H%$PI'(NY(8B@%#KVC\>G!;VUYR%:IO%7,O%MTH\C91^JO(-$4V M*;WI\FH\.HJ4K8COK^*$XE!3_.]>![#*1CY%,%H]^S?I&335*JR=(.DS)*@( MI*`=`YRBFH!1[1Z]!Z?#@>YP.%L%DKM3AI2Q6J>A:U7X-BXDYJ=L$HQAH:(C M6B8K.Y"4DY%=LRCV+5(.Y154Y$R%^(B`<#'$QL/@"O$L2L_G+#T&G3[$M4+: MI,9,I4:2K6UO6G%T7J]B.]FT2PEB1IS-66.R<^DY+&)'="0$"F.!+AB=?R`: M'-D%G3C=C4A%NW15<+K*;'X=*FD@BF95590XW+H5--,HF$?H``Z\%QJQF'EE M\7(@`AY%](1`0Z@(;1X5^(#]`_VY\M2G+;K#2O#6P>!MCO.4K<=?)A19[`VJUIS"2*>( MY2%;H+G*!':+I M+*-H11(Y7BA2B5L)1!02B`\#`H;V:0"`"&Y&JH@(`("&PV(Q`0'X@("%OZ"` MAPEQJ?GUZ0_ICZJ_QA<1_NOX+C4_/KTA_3'U5_C"XC_=?P7&I^?7I#^F/JK_ M`!A<1_NOX+C5IWOIOQKVIK%=*%@C9;"%XS%GJP8UUAQY%XUS7CBPW.)L&S62 M:I@O[[PL1!V9W+.U\<1U\<6`Q4$S'`D8(]2E`3EM).Z*PG%)OC3'%+Q!CZEX MLQS7XZJT/'M9AJA4J[$M4&4?$0,$Q1CXYFW;MDD42]B"`"&]6D0``#N-JL7H`?#\X;$@]/A]'7[W_'IR+<:O&OOEHXV M06D3I>@B]2$14`I1]0.@B( M\%PQC_+>^(C^<7U-_?=K7^NN"WC+YP?$,911,/(MJCW)`F)A-EBOD3'U0,8O MIJF7!)80`OUNP3=@]`-T$0X+:FX-VPULW&\X%3O6J^:L?Y^I=!\6>6ZO=K7B MZ=;VRO56RV':["\I!0$[+QGJL8V8EXV(=.&[94Y5E44#G*42AUY>B?[^BP%R M-'`@%T]\D.@.E6.\BZB;&[FX"Q/D77?9O:;'[2DWO(4;7)>'QZ[SU?+OBM@P MAIA8DBRKD+CFX1D:P(85$DT&0)I'%,A2EK,9-RJOYEO%3=;-7:94M_M7;%:[ M=/0]7K%?B'RRCLJ=.Q8X6;I`<3J-FNP&)7+KZR93F2(1LB8QE.GX MLH"D?,#K_E397'6Q5;UQBZ?GBX8IB\8V'&TIE`H,XJ MG4FZ1*PWI&Y59X8H%NI6*IU(U93M;>OT.8XI!J:ARVQNWXW-6F?:>QYKQFC4 MS[R,2J+XS5N9\BTU>B'+1%Z9$@NTFCE;-#59PU2<"8J:ATDCG(`&,0HB)0EM M\9U^OY>?^@[U3^<MY&Y8&P"A\H*6K$1ZXE]+]D_,@ M?-_I@8%O['V?YSZ?CQ9QG7Z_EQKWV/+8(UJ,;Y&#&EQ<,`>D?:MM"Q@-!7)] MJ"U.WS89V+DK;N^7`X`05.G?T#KQ9QG7Z_E^F7L>68N%OM'R,JE:@U3%N+'5 MMD+D7WP]4JX+YM*D#3IU[1+],^0`FL) M01,V%5`)D7O_`*;@.#@C?U?E?3ZE$P$]3H'7EM/^>L^/=*SXE/;)5#Q;;=-= MK%-K5M@G,=CFX4:)ID]@:(II8J1M+R`72MD=80R3<%&4G%-X95`@)-"J'3=' M`%2%[BGDS;6W9QT\>JTUR-HM/,1XZ9GRE:56#4R"RM&X9?S>0<>W8MWEJBZN MS-NE2)=235CC03.P5E94\@!^TJGS103$.HE-PDQ<4J2D]D'E!,Y5$_(M1B*$ M,4Y#DULL)#D.00,0Y#ES4!BG(8`$!#X@/-T\]DCEV0.=60\DE2?JJ M*"LHH^UVM+Q1180$HJJ'<9M4,=42B(=PB)N@_3QR/^5]?X>9W[*/.CGU$5?) M=6GK:3,V1FBO<#W0X.6;!!3[/]9N?-;A*4,S6(F1))8Q"(IB)B&`2@0RU_Y] M_P"'`-O9;[7QKMHUBO(UCMC#B9F@Z7:8YR>P=MF1&Q#+?)Q36^_*.3-'9SIH MI&+/]QC.SCP+;^NPE7 MSTH#QZ5DH9$%5.Y0$3"GU[!$.+./CQ#C6?M^-X$IB-D36'Q,,RL@<$#Y#5[8 ML006RD"J@#AFFHH1$ZG4BO4AS=%G%GM'P=[VD.D*NW&B*Y M2MG;94ZF@UY`ZRKH'!4Y(Y4-JVP`^C_7*9$A#)MS&1("J:@"IWK7C##?M=J( M]BI_9-[/7Z+R*_QG@;6;#U?>EQSC:F351CTLF;4.[=4E)*E1C2P3,,-FK:;I MDK/N'Y.=MJ*YE^TS(Y\N;O(_>DBHHU80-8FL^XG4F[5H+H'_J-04+W)?+E.4IE:S,3T^_Y1X_T/ M3*'R2;GYO(XNCNE4#QWY1,">LDW(@BJ1Z9Q]D?*&2654,F!"G%0#)B(@!1*( ML&:W>)G\O26]GSEP4S`W-D8BW4G89?(^`%$@#U""IW$3CDSB(I=P%Z"'0P@( M]0Z@+`K=XF?R@X\N_B%O/BB<8`97Y&<=*YKC6X>,/:?^5/+N-,=Y8J#/6`U M3RA1*AD2KC*9BDF,G]WKM7HZS0H23(,>KE9R`1LFF"R0**%35[B@8P!W"N%C M;NF+N?'JR3%^T3\QD&\+(P;C6:%D4TG""+@X;O$0N`>W=\=&S_C1TZRIAK;&1 MIF/=U,) M2R6]L3$8I\^1IXU4DETE$5DTUD5DSI*I*D*HDJDH42*)J)G`2'3.01`0$!`0 M'H/`B"I/B/J5(DJ'),,,B./&XRF925<6S)T#:(>4AW\$,0_P MW!@X;QCQ=)TBS+-FM"\DY9LGJ)7!4%A4;J."E4.0QBE$%G%VJ%T#:1PLUI'( ML7+O6\.$0J^#'/V2X7(F_5=H=IXR[("U9H('*D5HF)6P"3U.SU!$>+.+V7VC M$F5&7)`Y2@H]639D9I?:N.)V8:,2DE(R0(X109Y9@G`O$$F2J:2P+E4**XB8 M3IE%(ZSBJ:[-^T#V=RWL%D#(]`W_`*PUHG,#84@>$,4[@QECJ'%;/"?'^&O#GV2&R)C,_1WDP&H'RKH MCL3X=N[04%D%'1(Q-`J$^J#XCMN1`SA904E$3J*%`JX)E.HLX3K/N\[_`-D5 ML$FBF:+WLP@\7%MWJIR&%;K'(D>>L!?036;6Z4.HV^6^OZHID/ZGU?3Z?7XL MX3K/NX3^A);3_IK:Y_O:Y%_UUQ9PG6??_P`=]I?LA\JKOF`Y&WTQI%QHO40E M"4?!E@FGR<<"BWS`QZM@N\&W5>G1!,2`H0J93&,`B8"@)EG"=9]_\-Z=(O:" MQVHVT.M&TSW>QW<9W`>5:)EA[1&.O+*'B;&^I\LVF%J\UM"F6'3Y@R?*H>D5 MV>/5.4H]PHB/P!:QMGK/U_*Z3R-M7MV-:6NY.I.P^JSVVJT)KGS%-MQBK=$( M1*RK5?[SQJC$DVG`+24.G+'CU#@H"`NVW?V]`4(/0P"5-%3V/%0$2^EY&K"4 MOII`8%-6X)0PJ@F0%C`)+2=EY_?\` M+]?T'^M_SD5B_BMP_P##CRVG_..W\_E$%Y4/;QU/QF7/1BG_`)S]CS<.W>>' M6,)Z46QY6\8!1*TQG\3P2C^$CEKAF)3=>WJ!>V7;I&V-N62='D:.!5'W)]IQJUN;M+G+:BX;2[!T M^SYUOLC?INL5B%QHO`0CZ20:H*,8M:7KKN14:)E:AVBJH8_Q^(_AY;8G9$SB MK9;=>%V"\7OER\J>;2)BUO.;0Q MMX@]F[RJSID\SJ]CUQG)*C9!C7$M3QSQQ!W=LS,Q>D M172449J*D`P=PCQ";LD?OM#+PVR=I%N+DIG2Z5C=ID'R(9BNK7'>-HQ6$QW0 MV]GQCAB81I]$AEW+U:)J%<3=@TCFQEE3(M4B$$P].O++']>4^:V'R.AP'`H?U0$.!4W M]L7.2$Q8]Z&VS;-K0K'IVFQD8M;4W4+(-B MD;P:*S9P1PE&I)+$<.K+G_7U6R>1T.`X#@.!\_#WPDHZ-9O'3"#V_)$K.TLN M4.]QW?-F>8-8CU3%<6G;Z'^>!(%>OP[^WZO+&4N>^?VVQW77M"O\1C2__DG: MZ?\`L?IW$YM;?C'DVQY&C@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!3T]U(9 MR3,OA?,@UA7"0[=2J;Q:4/&@^9-UT>970R8QF\N+'7FGT_2>0W%7B+1(0 MM$)CN6\ACF'QV;*4!%ST._N4&7(CA'Y%LBD\4:O1!<")@45`L9,;OE[+JG(V MRM9V7PU,Q[6PU M>=:O86Q0RSMF0KED[15;N41,FH4Q3"'+#.ZJQR1N>T,R)8LO:0[AY8MZ4*A; M,F>0W,%]LZ%;@F%6KR,_;,7X6FY9*#K44BWC*_$$?/#@W9-TR(-DNU,A0*4` MXEG^O*?-;#Y'0X#@?DYR)$.JJ[X@(8!`0`0$!`0`0$!Z@(#\0$!#X"`AP/R11-4!,F MH10H&$HB0Q3@!B_`Q1$HB`&*/TA^#@`43-WB50@@F(@<0,4>P2]>X#]!^J)> MGQZ_1P/Z0Y%"E.FEXZON3,L>-^N8\I]BNL](UO8F!8Q%: MBW4O(.IFQV+"3*!C46C--591W+.T#IH$`.IS$$`^CFHR3:_A3 M@.!PUBL=>J$#,VJV3L-5ZO7(Q[-6&R6*48PD#!0T:W4=R,M,S$DNVCXN,8-4 MC*KKKJ$223*)C&``$>!JT7R$:#G$I2;OZ@F,<2E(4NRN&#"8QA`"E*`701,) MA'H`!]/+4L\MNL.P-]V],7A!4:;=:PNB`DLL)VV?,5+D!%N'!J7^E%KM^_7C;]TO!<:O,GMQJDL155+9O7Q5-`40743S/CDY$1 M<*@BW!4Q;(()BNL/83KT[C?`/CP7&KQVW;W5&A&8IW79;`M66DW_`-EQK:3W0*#?2;"6VGQ> MR-$)M#OGRK^2&#*9ZZI\NNS:/P.L;\GOI-3(-7R M(KE5,0SY0.\>@%ZB(`*CE#MP>4_0`PLB$V4J:BL@1FHU;I M05Z6-W3P5E6J55.X;(QS)DJN_.J4A8U$@J.Q1)T-R4O*'*N?)9I@@^:1 MZ659Z47D(LDY&K5["^=K-'RD*=PJT++14M7<9RD7*1HNT#I>NW642!4AB"/< M`@"CE#F*UY#=1;7;+^'.*=M7:\#%YW MM%G<+QM=)+NV,P.9M2J_7G#R76$4:K"*S8G0[*N(E7J>-,#TW2RT;#?+W"&A69*I;?(2YJ% M'<2U-EI9HIDABE>7:)/DT&4D+)10KA1(A`%0+&3GN^7CNNV\CH;%C'#$I:73VO1L?$1T$[6FG*QE&:#1LBW.(D(DF4H%!+/]>4WG M:U_R.AP'`TC\F#-O(>.3?MHY*>E<4X[D)N6/C*'24E)9Y M4(=Q(R*B9A<'*J^>*'5-W**&[C#W&,/4PVY9C9MK)QNQWBF\5>/M>,]7R1TG MP?7H^E86RG;']@IF-JX%Q@F5=HT[+NYFI&?(*,R6>+;M#+QYE2BF5V1,3?`. M+DG;MK)ZNM/B,\8=BUYP1:9/2/`4W+V;"6))B5F9VBL)"5EGSRA0CI>4DUG! MU@5EY%9T=9VN'XQRN<3J&.;X\7*QLVZ,X?R._BW_`$#]:OWMH;_O?%R<-NCN M;7Q@>/\`8MF[)CJKBIBR:(IMF;-C&/F;1FV1*!$6[1LVD4D6R")"@4A"%*4@ M````!Q+OV#QH>FR\ M$K$RZ[EP87KYH9![)$`I':JY"$*5*\9^@T)-EL47JCAYI+_=LE3<. M"UHJB,G#%476.$VQ674CYZ4=*N5#.)!ZDO(.14-ZJY^X>JY..W1VACH%I5%_ M9Y(K6'#42VBF#J,C8Z*I45&0[)D\<-72Z*$*Q2;Q)!]9F02']'O2`3@02@HH M!HM0Y;\Q_4+]''$G]QT7_P!YX*AUZ=\>VDUE!$)C6C%;@$!`4O1@`C^T2^KT MZC'+-!/_`&8WZ[K]/]0.@J)=<_DRM"?T7L9_ZCD_VSY;E..W1JQMSX[],JY1 M,9DIN`J'5IRQ;0:JUA20CF]E;G>UR6S_`(_"\5YVYC'CA1*.LU&1DF"Y5>QL MN1QZ*A@*IQ9.V-&U[7QJZ),739\RUFQRT>LW"+MH[;-Y9!PU=-U2K-W#=9*5 M*HBL@L0#$,40$I@`0^/)S7##>+];[-DK'E4=T^_5.ZX06K=M@K==6 M4Y#&DL^XK929&3Y.Q^JFWE&)S-W27Q2=-S&25*=,QBC83=A%QFE/*<'17SU("& M*@G\D1`(MA9<_P"OJMH.9QE'.F0,#-VD9FAQ$V? M'U%.`X&CODP;MWGCZW)9NT$731WKME%J[:N4B+MG35S5WZ+ALX05*9 M)=NX1.8AR&`2G*(@("`\0F[)VI'0#0]NJBNWTGU'07;JI+MUD=;L-I*H+H'* MJBLBH2F%.DJBH0#%,40$I@`0^(<%1H]/9S&6+J3J?L@[K-'H=%+!:Y;`?9TK M7ZK&5\:VVF,>V1].N6"]:B0DXU)ZX)\P[^3(*RRA._M.H`<$U4LWXABHL^)L M7&-&QYQ''-'#N,S;B(@6L192_$R77H!0``_J<+#(GV/$_P#@N._U$V_[UP'V M/$_^"X[_`%$V_P"]<#Q_84)ZJ#C['BO7;"H+9;[/:>JW%4@I*B@IZ/>D*J0] MINT0[B_`?AP.3[2].WM+TZB/3H'3J(]1'I]'41'KP/UP/YT#KUZ!U_5_#\>G M7_-Z<#^B`"`@(=0'X"`_$!`?I`0X#@:.[(G.7:OQV$*+A4?V\[--[>?'>DH(E*EY`:0\+T2;+=5&.N MNS+M(.UT@X3*!E$0#N*!52?KB&(<"F"LST\T@/(TL&V7A@BH1 M\Y9)'S1?7TZ#&30C'ZD#$Y5U9DGSAD*Y@^:<0YFY'I2%`YRBW!0"F$@!RPQN MJXF>ZZ9R-G`GCFQNTR*M(=L^<-4>JZQ$TB]_+&3GNG]O'=>BY'0X#@. M`X$,WN`++E>L>*S/[G`C6W/,[R-VUDB<)HT`IE[T.5W.TF&EJ$:G1Z)57LO9 M2V-JW^3:-DUEW"W:0J9^HARPSNR:6^U45R=*:%;(6K.[*=:["6WR(;-S&?%; M?"DKUV3&(27V,TL>`\PP+J8".2EQBFTOCRQ1Z\D M$2N!D93Y%)P*ORYP$J_;V#\#<$Y-:M2*SM.^U1UA>)9EPW!INM=L)+EAG&O= MFFG$7ZN,ZP<6#B7;[&LFTHNU,(D.X21136,`F(0A1`H5(NFP?W/VK_P]85_B MTVO_`"EN1<3[G[5_X>L*_P`6FU_Y2W!BZ%(TOR`B_=C#[%:DI10KG^03E=0\ MMNI(C;X>F5\Y9;GL&B[@/\\9-!(@_@*'!B]+[E^1/]([3G^)WF3_`"VN#%S, M75-]FZC,TQG;4N412=KJ/TF.K.7891XQ.U*FV:-EEMNYDK!RW>`94ZYB."JI MB"8)$$/4$8NJ2F,_(>\B+8QC=L=<(:4F;_&62KS@:CVN1/2J*T=5Y:1QH6-< M[*IL[*,PVBWR(SCD4GC?[4,W>NF!)AG,"^ MD[$CJ'9,K*S,3\FX0)!?95MV1BF$8`.U2+F=)]ZIO2`@%*4QA$3$])8!>ZR^ M85P#`&GE2U]CQ;1K=H],3QM1;H9-^DJX.O+'!?:CHS.Z35(3T$_Q1`2`0^)C M:XPLIK*K/A:BUMYL0U?I*,QL%B;UIU M"RR[@1CR':&01=I`9FU`")!9<_Z^JUWR.AP'`:C) MRW_*(7*=18]O$ZGZPQ30.C6,UYPK'M@[$4NC=EC:M-D0]-LD@W3Z)IA]5,A" M!]!2@'0.9=(R;#<*T4A4 M6<@Z\X>U-::KE7C$T:EG+$ML,J]5`'*;]PW4USNL@V6:HHF(F8?39F`X@E;`E3\(UF< M8_::J:OSI6[YDS8I+&39I,DDT"(L=$O;_P#4LEQVT?B/9-3`OY;=H9<'+A>4 M0?2&X>R)3`PFY)96*:M31;:.:*Q+8'!&;%02'5733("BRZPF4.Q+V:_RRTRR M+X[9.*C9Z,W^WADH281,XB9B.V&W-?11MI%N0TB7%OT66D9$[)ZPW=IKN`:E M3[RS,LI@W8%@O'*&],_I$1@7KYYW=2]3-`+U^/:))Z>;=WA3@.!31]TI,L(W M:/P^1SFGQ]B>V#-4JQC)]ZH[*OC\S'873V7?V&+2071;+2$HS8C%"+@JI"(/ ME1(3U!**8VKHU& M1AW#269V)U,.TD6AVRJ:P+*%`I@$>6,V=\3.W#-K/[2N*O4%XT\M0>46]C9Y M-A=[MCXC(K2XK/'%N:7J,C,;,K8UM2\BJO(+6-O.H+D>F7.=8SDIQ.83=1XD MVY>-%H'D:.`X$;?F-_YI_P`CX=W9UTHV2*)Q[NA0-BBT%,8W8!C]H`/QZ`(B M'X!X2"\-79L_-2X\%W[V?PW`1II-1RLW3D#IO8>0-^)5'TRJ'!7L M*L`'"I$138R$T)TOKL-68")UDPVA%4]VJ]@$%Z3$/UFSA5&4;G,[?2"+I_+D M]*9<`!'BKA,HF*(%`4TA)%J';0U#U5`0$-;\']0'J'_HNIGX/_Z/P5#&;_QP MZ(2:JJSW5#"2RB[Y_)*F"DQB7<]DU$U7JW:B1,I06.D4>T``A.GU0`.O%R<= MNCT/Y,[0+]$G"?\`<J?4Z=GK=BW3UDTU"BH:O9CT,TIP&KA;+M&PQ7:3=J[L_JXU8W1.=NKR M5=RDYFBHT>'<6-S(V.0&WRJ;6S&BV#J7*]68-G`(H'12*4"U)B(2U0T3/-39*UR!>-G2N#0YB?G(XDZO)`K--9\9O%C^RA!N11QU1#TBF M4[0$DY-S.%>-8ISI*E3-V*&3.5,PB(=IQ*(%-U#XAT,/X/CP*EOM2X^/@\>; MO5R+L:UC:UW)F'(MV9>QS]G&(LXTFRO[Y%H/;#`UIPT8JWQ])OV[9!J+9)!\ M02KNC'.Y5LN?]?5;6Y'0X#@.`X'SY_>V,)6?RIX\82#AY69D4L=[,NQ;1+)6 M3<"F\G<-))=&C$'#TG06"@B8Z14Q#]:8PE.!;&3GOC]HE>@U9`0UBUR`0$!# M`^(0$!`0$!#'U>`0$!^("`\C<90SQPIP'`TO\BXH!HEMD+E-LLV#!>0!<)/5 MG39FJ@$&Y]9-VX8_LUNU43Z@H='\:0@B)/K`'$)NR;H<*UZVX`#:I;.%,`&* M;7K-`&*8`,4P#C>R@(&`>H"`A](<).4L@52ET[[K5K_>E6?A7X4`_P!@8KH` M%C6P%``^4^`%`.@!^`.%=@"ETX!`0J=:`0^("$%%@(?UA!KP/)]T:G_P8KW^ MXL;_`*VX2H?A*FU!N)C(52MHF.N9R"H=DX4X'KBT:F]3N;-Q]4JA%>J*8^H17KZI5.I?KE5ZCW`/P-^'@?L$$`` MI012`I2)D*`)D`"D1-W)$*'3H!$C!U*'T%'Z.!Y>!HYLEU_.L\=7_KCSQU_B MF9GX2O[LTN7E!=%`RY&*^$\]P"1HT124$CT9 M2<;%,("0?EA5#NZ")3$GIYMV>%.`X%.3W/%-A+;N#X73S$XC%KQ6PCA&`C@7 M>)2,[.V78/42NI$CTVM?GDGB4)&/'3YR@J+,54D0!-;U.U,]C)SW3^T+C?(Z M'`='Q\9+L6<,:8ZN&#(K066Q[ARYJR<[:]D'EXW]MU:GH' M'U?8_,HQ3S'L80)5^HHW5^<:G^``"!CEL.>[/V^JZUR.AP'`AP-TY8S9W_%J[[2:#N-8\9V5JUD5O+,\@U[>O8Z#O;2>=F?SK6Y1, M9C9A9V\T_,X>&>RR$TW7*Y6%945%@,;O-UZBDVY>-%H7D:.`X&N^W.OS/:_5 MO8?620LJ],8Y^PUD7$+JVM8M.<7K2&0*M)UE2;2AE7\6G+&C2R/J_+"Z;>L! M>SU4^O>!)QBFHL!K9Y/*S!0E;A_(9K6UB*]$1L'%M@\=\RH#>.B62#!DCWJ; MJ'4/Z39N4.HB(CTY<$K=K_'_`*Z?D/4+RE9)KMXJ,MY0L,0];ON-K-C>3C:[ MX[8YHI&$M31Y'/+E!R+`K=K_#J%*T M>\L./J;4:%6?+OC1M6Z16("GU]NY\:^/7CE"$K,2TA8I)R[5V'!1TX(P9)@H MH(`)S]1Z!UZ<8)6[7^'6OY4"G\N^/1?='758GC=Q>5GW&,U^1$&ALZG M<`5$A5P6#Y@16$Z8E%($S@JP6MVO\/.VU3\LQ&CI)UY;\=N'BS10K9VEXX<: M-R-'Y7*2C5";>HX5341<3WC?C&2K$A""4R#8M6VQKR"B2QA[C"L14X"'U3`'4.,%K=K_ M``["?!'E1[#^GY$]:14[#>F"GCLE_3%3M'L`_;NEW=G=TZ]/CT^CC`K=K_#@ MYG!OEW-Z1J[Y!=1T?]C(,%TIOQ^6QV`S16?995$5X_<1@)8I:0+ZC!,R8K(H MG]-914Q/5.P*WZQ[/;882\M):?.H2F^^J:N0%)J"4K$K'Z(V5M2V5<33?%LS M2?KCG:MY.RTZ]54;&CW3:68MVA4E2K-W(K$,@P*W:O/DC5S?_(4$I%.=ZL0( M.82]UO(-&<'TS0.S:2E#N==M]*8VYD&>_7G&:2D2JG(G8N(M5RH**B'RQ2*) M*,"MVKM%"POY*6KNQCE'>?`\\P5,V"H)8]TO7ISV.(G-I*/%+.YLVP=^0G#N MJV4Z"96B,:"#XQ5Q%5(HMC,"MVKU9G6S>*ZWA:,R)N7BNP:^$GZ#:&M*A]4R MUO*;I_1\CU&]%BY;)!,TR-<-$OVM<5:"HUKK9R11$<14BW M)@TIFLE]HP$9',I247;'(6055.^>IOTUD'3D[A%1)'4N7]?5;JYEU.`X#@.! M2#]T3; MG3N[-)>O7IT[NGYF7;U_Z'3EMCC.LN\KZ-RLY7[94[YNCN=D.L72JJ5"<@K% M<,,1;16,D8AU"V0Z+BDX*J7[-K!-"S=M2;4[5I&=`GVO"WB@G>,SID7*51H=?%ZJ)1$ MR_<8IR'(<2%[BB`"`Q:[RZ9+Z4N9TZ*DCN#N\"A(QM%KFB,W157(\3;N4G9W M:S>JT2$:H2;M5,05N7#QSF'?11R[767IF\4VO@KI+!F7?PI$DUB&;E\C.[7H+&5%(2*K`;.)E14;@D($[ M3E+T4-W`;X=JSC'?WEV=YXUL,OV;R/=YJWL4:2$N6==IDW_W`;**2I2%3*X3 M=-F730SHA07]%8Q>[ITZ+.,=W91\?V% M5TBHR>0=NY@I'#82B_WAV[(?[+9G]9O7A4C\SL3GA2.2E5,41%=0Y``ZIB]2 MC+7CYNS5'1S7NEW"J7J.:9AFI^D3(V*KDO\`LYLSE"O1<^$7)PJ,R%/R1EVU M5%Y)LXZ9=$;K.&*JC8RPG2$B@`8!3;KA3@.!40]R)/1T/NSX;&LK=7N/F4OE M:\`M;0A8N<@:\G!YKU)L*]ALH2JC9M6F==;1IWB-A]=`(!5+YL3AV\L,;\X\ M:++$;NEIS,RD?!Q&V6M$K-2S]G%1UM2KMX_?O% M"I(HID,HJJ8"E`3"`:C)RW_+ MV^J\#S+JT'QDY2HDE) MU^:D:5O1L74G\S4IMG9JK+/:Y%8UAW4G6;)'G4C[!7GZ[,RK)\@8R+ML-(6B.1HX#@.`X#@.`X$"$QH7JIO/Y)_(%+[+=:HJ);U:T0#8J+^:#@>(R7)9EP9-V?/=/RUC[*F&L!XMM%LR95).H9`=8=O<56DI M^V#',[.Q@Y6P2TF]J7[7K8>&F[339NXT"EUF\RF"Z4X959>C2#^M8?Q['+S]19DDFE.9S14)Y,'D]18:; M=1\=,&$9)%F5J0BJ?R:`EML<.CK"OM3;6XA&E>6\O^Y?V:TE7,N59O`1K2=5 M<.TDD%T'%F;WHD^ZCBI)=46BSA1H@<3'32*8QA%:\?)'QY5/#5-^.W'&+\G4 M/>#<7.$=;[1EBL2])NMIL")HU*K:R9LR=%7!>>QE"3%A<,JZ;&3('+5=FWB% M%S'?/7DXWTCEU=RX#@4!_>`9)Q=CK;'397*F`ZWGF&D\&6-T$9.W&X M4E[$1T#DU1>>CX.9J+QNHU6MS:0107772<_+%:D,DGW";K8<]^<>B[?J%&HP MVINKT0V5@PBHIHL^D'J_84Y_ M1:M$#J&Z`(]I1Z`/`C!E?,QHU"4L!M7TZQK&TV3[6'SXN5%6 M:B92BFQ-#WJ" MJ;?'N2IK'S<8S)!JV-O:S181,%)E"4)4V)#)+',D!$A#L'N'A)B)4UO-;X?M M0/%CD;QJ6/4>KWU)SEG:AU!7D;[/,LAQT7"I6K"Z+)[')25;#[ONFBTBFT;/ MDU$W*:JJ9RK?,G,=2LS'=]%WD;.`X%'?S95;#TM[B'QOV:YY7EZCENH_R?;--JYKK?=8:JG<,AVJ'I=&I1[# ML_B&'^^-NL,V!FS"MULCT7;XZ8"N1JFH<@")>@V,V=_Q:G^TSH"F+?'5G3'9 M1LX#@.`X#@.`X&LDUJ-AZ6RC?\S,39*IN1G.'SB4<5!OF#):%5<2CLPF=2:]<2LQ(5:1IAZ MCP5#\2NA.`9K&DUAE\YS.3$MAJ4O0IC&\5L)FVO4YW2I^-N"HIB/:8>6&-^ M7JL180>.9'"V()!ZL=R\?8OH#QVX4$!471J, MF4.%.!\]#WP$?'HY0\>LN1NBG*/\;[*1CIZ`=%W+&,L&'G4>T.;K]9)HXEW) MR!^`RYOU>6,G/??*-+7B-%WSN3TET[DI!RJ\?R&K&OCYZ[6-W+.G;O$M1<.7 M*I@``,JNLH8QA_"(\DM[+L4-) MP4D@QO M2=>]=[-K3D*DAL&"<'GN`F6-3.I*6"+)C!E&350R$O5E(BZP\^T=(NX1V0S) MJ1TF)N6V9VS-,@:D^.K:#`=`P;C"T3.+)DM&V]IFTMZR4PN@,5FZ%>P6QPW, M8_QAC&FZ_8[KL-!/8N,*P:?,O2N#1;IPJ_<.W:JHJB(F$[?(T/VTY`O-]IF;J]3=-'> MMD52Z\T>PE_N)_("[97&+R)9A$DC58FNT1TZ>QRZ!BF5??BNO0PE/8R<]WR] MONO&\CHKJ#LSQZ=))10K9$XE*80`!L9L[L=M-=_:5U9A1O&EEJDQ5N MKF0(NG;W[(U:-OM.67<5&[Q]?CL;Q+.WU5PY31H#5H?IWJ$)U^DP!U'@:S4+9^^7RH5>YM].-EHF-MM7KUJC$'TUJXN[* MSL4<25;-G1(_9-TFBZ;LG"(JAW"4#J=H")B'`"7VEX+_`++9@JE5L,_6]'-C MKI(0D>A(MX0MRU5KGVHD1R89A-.1E-BSHM58J*3,Z`#D_9(]J*7501Z"YT8H MQQNYG?*U4Q_D6F>.W8U_C7)4'1+G6+4YROJ#'NW-#O,?`3;>R+5IYL,E,-7+ M"`F5')H]4J;I0S?T@`%%"@%2YT^CTWNWF[R+MXDQ\3>?GS-%TZ29/3[-Z.,S M/6B2ZA&KPS538$ZK0SM`I5!2,)C)]W:(B(<%SI]'?X[:/99=D@K*>-K9N.?' M`WS#)#+FD,BD@(',!0(]+M0U!?N(`#U],O3KT_!R+':0!'X\%SI+HGY^>?OYJ+ MR`_[K:._Y9?*ESI/\?D_/SS]_-1>0'_=;1W_`"R^"YTG^/R?GYY^_FHO(#_N MMH[_`)9?!-TXUWD[QG>0RE1,O9J)46$T,!JK:HY:P9(N$?C^I1? MJ4W:N>5(_D[E-Q[,$1(!R`]*N8"MTUE4U'+6)=D+Y'[EZ;ARMXS/)BBQ3D%H MULX_(]A%PY>*(-6;D[DD0UV+6F&T><7)DR.%D$T5%$3@4PCV]5'+M+C9/RCL M*P2.D;_H?Y$,:U-W9*C6I.]W?"6-X^HU=:Z6J&IT3*6-['9ME7[2&2FIYN#A M5%LX432,)P3-VB'%'+M*4KD:.`X#@5K?=0J*$\;M(3(JV;D=[5X[8N7+DKG] MC-'F+LUH.7#=5N*96KQ)$XBDLLJ@W2/T,JJF0!,%C-S_`+/CZI^?#?#\'(W&3+/"G`J"^YKJ^Q%BRGJ$XUYQ+J[E68B:AD7[62V M5A\?2ZD,^?7"A#5T,5J#9I,580BCI M&*C(\#Q(2#J3CT3F3,*B12+=J0_`PJ%%SH\J>8LT3](A[=1]<7X`8%[M/Y>3\O?E+/\`4+XY]=4C'^J557R(O3))&-]4JJI4M-Q5,DF(]3`0 M!,)0'I\>G&!>[2/=QDEDWS$LU6A&6G^@,P1<50\S<6\7;Q6CVAMF;)M$'"4@RWTRW&) M.7"JX)*L"-Y?2UJZ35;)?C3*'*"1B_5*(F^'(N+KOY=?-I_-Y:.__$)R!_D< M\&+,-)O?E?GXU)YOE$UC'APVUS;I1-Q@8NV*V/R9D\Z M_*,I-MC')>4WDE*+JZWE.5JC#8S<(%33(8QU7!3=Q0()3L"]W9D[[>\E?^"K M1K]__/G^33Q@?MV8]N>Q&[6&+7@DN9,.ZMN*#EW/>/<&RTCC#-V69JX5M;(@ MRK=A8V$):L#UB&F$(Y['D!=NH_:F%)0QRGZD[#"YC.DD_(TZG<'+ MK1AAJ#I,B:TK='!F(L5U%7!VUOP.RU/R.AP'`HW^XC8:^NO,;X_G>5;!D^*R_&TS3M76:(I<7`O:-9;DX M\@*R%]9Y>?R@#+1$`PH)EW$:I'=JJLF4A%1]/ZIK&3&Z^7CNO('+8"'M%G1I-9ELE:NQMBN;B(D[`A4H)[LOBIM+V5:!A$U9F;3@X M]11R+-H47#GTO33^L8.6,V-_Q0P>WJRKF#'FG6$M<-4F;C'FVV'MO-0]NZAMTBPL]=U^E,17"O7C6)6FL%5H^64 MODLE)13^8DI)!9)S$M1,FFBL@=5)4B@FHF;3H7 M4\WJ!L;'(U)A*D@WEA<.<16TC:+0EE)"+)'G=.!*7U!<)@4.OQ'Z!).3/VOQ M_4P+A)3O!7OQ%C8_J%+V`IW4V%-W@7H7M`_7KTZ!TX(R'LL*.I9W` M-B8TO9W$ZP355?PJ!:O*F5EF22`@NH[C4P%9,I/KB<@`'QX5I3H'L/K]&:): M51S_`#WB))\PU*UQ9O$Y3)=,929'37#M-0<%D6;J;(Y:/@5(/K)J`"B:G4I@ M`0'A(F*AMM^<+;]%O5)/U[+C53]/I[;#$FZ=?HZ]'8].!^_OM3/\`A=6/]WXK_7?` MTQWJL]:DL3XO:1UB@G[M7I#!WW%C\K M6N(JY\PP=_9T^HV[(+&`-(OXAHW>S'5NS,X$Q!.HG=726O.7/))C_#4J:"LI'JV MS$:>12V9_;WC4(U9G"BS4B3MR+@HY]8BQ.P2F"PY[\XU6L]3\EXBQOJ%J#7; M+DNC5)0FK&`E(EA<+O48B6=0J6+ZRS9ONQ662;/4E?EA*+AL*C910IO3.(!R M-Q50VOJ=\HU];.WM&N=4N;./<%9OW=3L418FS)V=(JY&KM>'>/$FS@Z!RG`A MQ*82"`].@\*[7P'`TC\D_P#B!;@_\G[)7_%Q[RQFSN^,MW.1IB//X'-@?-@) MF*10<1Y(!,QP`2%.--F0*8X"`@)0-\1_J<).36[`NW.L4-@W!<-8]F]?U+$3 M$>.63PT?DBE,F#JI^D9A;]\>J?MIP7#QK;C:GMT5G"VQ^%$T6Z2B MZRALD50"IHHD,HJH8?M/X%(0HB/];@N'37OD`TVC%(Y&2S_28Y:87!K$HO\` M[99JRCHP$$K:-3/H(RP` M*)9IS)Q0J@;U.T4@?1J`J`/HGZ=.O7L-^H/%'*'"?RF>@OZ5F(O[H#_ZUY:E M.6W4_E,]!?TK,1?W0'_UKQ4G+;JQY8O+]X[:Y8$JPIL&K99A9F@^32QQB#.^ M5V0HN?G!22-+XPQA;H=-_P!C!4YVIEPC-3]F&;Q:!L^3L3U2M.WK1Q+MUC-T)` MCI5J54Q"J$*ULU+R)LUE+4[;G>ZT\E M9PSBC8/)>N,!YOZRY)F;KO"QMR-G`@Y4C\?2WB0S3%Y M:L,Y4<6R.6=5F61;568LLY8ZW2G.S&*TK'.0$(9-4DS,1<6919LT,`%<*D*F M)B`83EL9L;_BB*]MMKS=K/H[4LJZA9&QW\I@O?;=]C69K/>.;.N&0:!D;'.& M:7`VN1KM)N4&_K%R2K]>9N%68O7")054:^J``"O!$:>,(6-L;Z6Y8C\_Z]Y@ MR=D77I*IZQT_.5=QCB_7/6ZQX+A0D\Z-Z5'SLE,GFL[94B_LV+8U-4Z+-C'L MCJ.WIE5%S`3L/&HC%))PIP-"?*BI!I>,[R!GLDT]KD$&FFR820H]0(;[ MG0W<4!ZCU`H_#KU'@C)X]@U")8$S>JHFFLFEB')2ATEC+E25(2F31C)JF:J) M.2IG`.AA3.4X`/U1`>@\+.2#/1ZL1[C2O4!Q_(G0]\]?5S7]8;P*OC\ZW(5< M3U(XVK_?1E1K9O\`?")OF_\`9%)-]^._9!"J]X!6(RC!M4SIL.L[:HN_!7#, MFBKE!)T\`OCC%]/HR_$TJA-H<8 MTOB5-#,EWQG[B#:5G0L8X7K<731I(*(M,V)LUGAF*HB502>HF18Q.OZ[J/3Z M/8^XN./YIXW]R.A_\-O!Z?0^XN./YIXW]R.A_P##;P>GT/N+CC^:>-_H*T)E3\D>F]5'(#+5S3HU#Q?DS#>9\<.,BTJ'LMPL*=$863)-=,SLIFB!HUZ_19J'.@X! MJ"XB,\>[ULG9AQ_G7<_RYW[%%XH>3L;%U_\`$;5JSD+&J[-04DY^7J]JN#O['K6`MB+5-@TA:=&RTP9R:*@U0*Y.@+ M)GU]=X=)JFLLG88WY)R,`&[L#X3-\/K8DQN;X&`P?&FPP_`Q1$#!_5`>@\C4 M9,M\*<#Y['O@?F?RC^/#N]#Y/\GNSGH]OJ?,_,_;F%?F?5Z_BO0]+TO3Z?6[ MN_K\.WFHRERWURVZVG,U`JN1@J>S,G@[".O=_P!C(?"/B/=NC6E//=F.X3>H2#!NVC%*Z?`:+CU7T>Y6H M)A*)B=O41B]`ULVL,4Q0P7@P!,`@`GV6NAB`(AT`3E#6$!,4/P@'Q$.#%P7V MYNY_@PU6_?VRW_DZ<&)]N;N?X,-5OW]LM_Y.?!BX:9F=_3!'_=_&^GJ!BOR# M*#,YLS2[!2,])3U$X\&6`&8HOQ6[!*=3U$P*`@)1$0$!CV>6/FM]RHF^U<;: MA*N/0$"C'YNS,@C\S\P\$#&*YU]AB@48]G$Q,KY%"- MZJ$[0M+'+I%O)!=C1.6\Y,6\D[.B(1"E53>83D%(5NW`5)NXO*T(&CMC@O%QO3OCL_E3$V[.4W6[>2 ML\C;JUBK5O*V59['-^QEN7L`G7OFVT#4X\$,?9$PC8JO.04F+A\C(*+/`26[ M$R$*E-MPV\P+=DMC=O,\;$N<2Y_Q?BW/GDB\>DMBQ#.>)['AJROI##6FEHC9 M1TO"V)F$NF1K=:%\LLBY]-`2+-@3.*KKTQ'7UA:,Y&S@85RKLIKI@E[#QN;\ M^X5PW(V)J[?5]AE7*E%QX]G64>JB@_>0[6W3L0O)M62[E,BRB!3D3.H4#"`F M#J29B,V*/Y0S0/\`3CT^_C,87_=KRU*(-A,#YJ8 M);#6!:WU#%F8:_=IX2#`0AXE]+L\;7(\@G6VK9!^8I%RK)*381@F15236`MA MC?,3E*[3S+J8G0"J9`P[#! M^0%:*RZ^7CNO&\CHAK))=.M#NGGL:ZG8%&2T\2"&OXO\` MLDDVM&I(1JTN5CZ8.3-R$0,L!A3*!>@`DVY>-%ISD:.`X&AOE+MBU%\:N_5P M0K\+:U:[I[L5*$K=C8GDX";^7Q3:3&CIB/3,0SV.B-I5F]V8Q`D^9+150B$7Z3])2VE41=M%$S M%63,`'(H`E,`&`0"U*3+QR9`PQE:M4W?C3&P3UJQ;D"'KT8SVN=>L$+8-EM9.-D&ZB*Z2I2J)*$$ MI@`0Z<$3%1BVY_E$O'[^G1IS_&;PI^[;D6XU=IA-V=,K,R=25;VXUBL$*I9DS521!PHFZ=,+6X0;J)MQ`Y@.8!`@]P_#X\%PZP7R'^/\`.4YB M;S:=G*FF*IS%V:PJ8I$B].Y0XA=A`J8=0ZB/P^/%2WYE^59RW43(*13@90ABA\0$`%QK#M M7YU.L'4`_./P+U$>@!^6#'O41[0/T`/O%\1[#`/]8>O!,8F&V'P<\52VNT^G7P,,PX[,[;1-5V6QC:9)X0AK$5(R#9I#&,X[CD[6H M*&+WG*5,]29C^60;.]\8UVD9*8N;O0^W2\U(J3$Q*6=?7V?D9:753(BK*23Z M5.[WLU5W&L>C=1U0R-6]?Y[5"L3]IN6O4<6 M!P]*8@A)BQG;;&8T$EB[^C_P"C?^$/>W^/QM)_"-P4YNJ^ M`_Q\P%QJ=MLT;L!FEG49*1EFF/=B-E,O9ZQ/+/I&LS]4%Q8<:Y2LMFJDLX81 M]C<*-%CMP7;.0(HF<.@@99QBX]_1I1OD&(5M)S,,=M'TJ`9+BRQ[1)9V4@&&&.#/O43<`6PY[\ MX611IE55%D"JK*=@+#T'ZP]341$QC$-Y<&:XX#UDJ;JB:\85J1*.3HFKCV.]=1*/FG1D6_SS]%(3G`" M^HJ4OTF`!$S#&^.?)5H97,<8XAYO9[&$$X95&F0*OVL\DX9DC*D@X]BG&_.2 M44R9IN%G2?HI)B1_1)-Q&M1VHP\9280?NHHZ-I M07;2#:+!L,BX:/$$U&BR+$'9!5,!Q`@=W7IV'[92W#EG/D#TG8QYY>1V=P_% MQ*3)G(K2LM;V$5&(,WY_3:+N'\@9LT;@NH(%`#G*8!,4!`!,7JHN'3Y3RB^. MJ'B'4Z^W2UT^RV9@26<,\GUN3.9P)2F*S;-8QX\>/7ZA3@)6Z*:BQP'J!1XJ M3E&K'CCS&>.1JL9!785P)RE2.(H89S\Z3Z+(IKD`%VV+%D3&`BH`#^63\<'Z0KW]Y+87^"?BCE!_+)^.#](5[^\EL+_!/Q1RAS7\K MCX_OLE"=_+?-_8[E*17;R7Y"MB/DUD8E_&10/5JXNV+&L6O(TT\DF3N18MF6NFR!U7+)@IZ+QP0AL2E$$VROU M3=>@@/)2\H8%V!V*QM>LT:=MZLSRU*KXDS^\RSD1%/7;8=)6LX^EM;]F,;1= MD=IKXL3,JUD+Q9&<>D5+O4,LJ(]O:4Q@J3,3+;C\['#G_4Y>_BW;'?P4=V=&,J;;8"POG+!-_A MLH:=S#C,U.B;PQQYF+)V&3\%:6:SXER+%LY"/ MC;M0<.TBM6:/92S<6DFW92\;#H/6R;]H84E>PX=Z9A*/U1$!#>#@.!Q$NC.+ M%C?L-_',#)2[!:5&1CEY$KR#34-]IL&8(/V`LI%RD(`BX,*I$3!U,DH'PX%) MKW#>1L+5/R[Z(4G(&!&^2\J9/J>ED9@C,"M[G:ZKKK-USR!O)V\6!O3XY$\1 M?SWVID&'])\=,&'7UDQ,(F*-C)SW?+QW7?.1T.`X#@.!7>]TC8H"N^(+*1K? M`N+/293-VK[&\0$99&U4L,Q4&>=:789Z)JTTZ82R;*PRS*#,U07^4=?*%6.Z M%%0J!BC89W56.3I/M1$ZLIXIC3%%A)RLT>R;6[+3=+K5CM1KE-URIJVYDQKT M%)SA8>":/)&)BF"2#I9NU11>N2*.P32,X,BFDVY+*_(T^0.V>L'[)R15L\9/&RIDU4E"F(H0PE,`@(AP-70 MT,T:`"E#3'5`"EZ`4H:ZX@`"]OP+VA]S^@=/P<)4:/R.A6C!NO=I?J<;K]/7 M73#X]?CW?'K3O^J^/]?@J-'X'0;10PB8VEFI9C&$1,8=83:-AJ(HMDY8R!!<@0I07$A>_NZ!P5#E8K3;4*":/H^$U5UNAF$I#2 M-TD:]+ND'LM`OFS2KHHNX:4>MDUG#50ID%U4RG.4QB@("HT>\? M4G591_-2JFM.`CR=DFH.QV&1/A['QGT[/UA2&6KDU+NQKPKR,I`K5U@=FNL8 MZK8[)`R8E%(@E%0]Y/5W69%Z:21UVP4E(G?+29WZ>(Z`1Z>2<1C*%<2!G1:^ M"YGR\-'-VAU1-ZAFR":0B)"%*`J'D_-CUL_1[P=^]/0OV@X*A_?S8];/T>\' M_O3T+]H."H/S8];/T>\'_O3T+]H."H?T-9=;B]>W7S"`=0$H],44,.H&#H(# MT@/H$!^/!4/Y^;'K9^CW@_\`>GH7[0<%0]IAKEKU%OFJL@VP3OA)R?V%7FE>AL;;\RT3&P.&,WHRCK[*A(7,#R M*5-%8/SZW$B:,H613852PN#%>1#I%5R>&8U+K-(?"W"I61!DZKMHKL^UD6;: M0CW,+-QDJ@_CWB)'#-\R68N5TW3-VW4*HFJ03$4(8#%$0$!Y&G8N`X#@4E/= M$RU3C]JM4SV[=&TZF1)@+QGC"KMW M(LDDTT4TV@K)F],I2%*!.@``!\.1N,FR?"G`<`(=?@/Q`?@(#^'@>LHR9J]/ M5:-E.G7IZB"1^G7Z>G<0>G7IP";-HEW`DU;)`<.T_IH)$[R_]2;M*'<']0>! M[`@`AT$`$/U!^(<````=````/H``#H'`"4I@[3`!BC]("`"`_P#0'X<#\`DD M'3HFF'0>H="%#H/ZH=`^G@>3@.`X#@.`X#@.`X#@8>S]@7%NSN'[Q@K-%;^] M6-\A1B,;8(I*2DX20248R#.:A)J"GX1W'S==LU:GXUK(QDBR70>1\@U1<(J$ M43*8!,6T"C]C]B=$F$-0=SJ1DK83"<,BXCJ_OAA6GR&19EA68Q,WV8ZW`PC3 M(8MZIEP28I%2=V:G1MDKLLL47;I*#,J+8M9N8SR;0Z\[_:3;8SK-?;QCUA:E\@UX!AW)%UV9FJ/XPAS@)TS6&-V=>.J[ER-G`08)E(S%1<.#J$4 M*\;H**%%/M#H!A,%AG=DZU[5R1JDOXH8J6H=;>TVC2FSNT$C2ZA)3:MFD:I4 MWN3'KFNUN0LBZ#5>PO8.(51:JOCI)G=G2%42E$W0$FW)8]Y&E4?Q:V;R7[RU M'<#-%+\C-GQS8,+^2G;_`!/5\294PKCO.>"9C'\)]TI"DTR5*L6D9MA8*HNK M0[!L$9<4!(BFV2(0B:2A5ZQ%SC>"7K`N[N7J]F\NI?D!Q54<#9LL:TLZP%E[ M']A?3.L6UT'&G256C\9V.S$:3]'S-#L7'J/Z'.]TLJW;KO8Y5^Q3.JF6)G*< MV[N=\]XFUHQG.Y=S3;FU.H\`9FV4=F9R4S,34U*N2,8&IU"K0+.3LUTNMGDU M4VD5#131Y)R3M0B+9!10P%Y%F8C-&-%SGE?WDA[!.5)U6?%)@Z95<(XV>WO& M\7GG>2SP0`W=P]VL]!LDQ'X7U\&5`A2*5V7:6J=;HJKI.@8.2)'Y<$_:>ST_ M$#ES8FXVWR387V#V%L6RZNJN\EAPOCS(UNJ]&JUE4IWY-:%<58N7:T"ITZ%6 M<,9^R.R="M/30Z>D@;Y8B10BPFFX4X#@.`X#@.`X#@.`X#@.`X'&S,Q$UV(E M;!/23*'@X.-?3$S+R3E)E'143&-57LC)2#QP7=2$FSGG2*RZBAE!;J%1`0222(2+4)( MN%.`X'SF_>X+JFV8T@;"8!12U_RNNF3L(`E5<7^&36,*@%!0P&(U('01$I>G M4``1-UL.>_././NOQZFKG=:KZT.5&KABHXU^PTN=D\!(';,ZN.:XH9JZ!!5= M`'#L(AVZ M:J&24`R:I4UTBB)3`)3=.@_#A4#/C*MGE9SQH3JUMT&WF&\]7#,M);9&M>(= M@,#1..85TQE.^.)5:SF/`JD9)4U6.5C#N$I%]4+**JC@Q%6XD`G;<&8Y:VE8 MUVVRCLS6.TXCR%CNUZ_;)X^9ED[IA"_*-GJTC6C.DH]')F(+S'I(UK,^'W\D MJ5NG.Q78LQY5Q7HAC9PK6G\5C6I8^A=D]A7,6C),I&<:9"R)=74;ABC3DS$@M M'J1L)`6M"-4,"Z4P[,'8%P3]I[/)XBMB=\VV:/N62[C)YIC[!:( MN'@H)C--Z/GS*./ZZ\1C*PT8P"0FK%69`=1JBFDNI5YY:)$<)L1XSQE'1$0C7XME0*+6*@WCX)N[? M/T(9FE`1;`K>+1?2CEB0+.53@7N4.(Q:B,F4N%.`X%)7W`N6JQ3?,3H! MBE?7ZEY2R3G6OZ40.+U-D MX>:\2==F:[6VU-K\MLGLO)P=0924C,,ZI#O\CNW496VDO,*KR\JV@V2I&J;E MTH=RN5(#JF$YC#Q)MR62.1I6I]LB/7`'D9$/B`^7'<00$/H$/D\9_$!_"'++ M.W+QI";S;_5?&VY>`KQ@C)C%(&U@9_:=*N#=LW/:,49/ADUG6/LO8_DEDE%H M"^X\L0I2$<\1$I@.F9(_>@JJF>-9H;_''8,A>37-M+VFV-G?MNO>/FE4_`4- MBUDT6;T!_P"1]K3U6^VV>9J#>L8]%Q;<7-9MK6:H46YTX/[5EEFIRJ+%/RLQ M/=/CR-'`92]6"*KD+;]>,#0;S*&0<4&=S4O"Q[YMF"U,ZU5Y5F=5 M4KBO2\B!T%D@4+RPSNK*)N%F=>J.3Z39)QTBS1,X= MJMHF&G'K]=-JW(910Q4Q`A`$QN@!UX+B69>%.`X'SEO>W_XS^DG_`">6'/?G'G'W7\-6/\`%AUQ_P#4-B#_`-GU>Y&XRAD#)_\`>UR'_P"8UM_\ M@2'"HP/`?_S.'CU_Y/-?_P#*DSPD-EM]<`S.7<0DR-BH$XK:76A69S5JU<`4 MEB#&Y-@H)X#FDS;2)DXP+#0BWGS+)9J_*Z]`SMFS52$Q[M;?'G9Z MQOQ9G_E06=VN2I=VBYS%&F5)M;=TPB,5XD M$I23.3UONS$1;%`Q$A=BYJ1CBETY&D*OMW_^9[U&_P#ONP/_`--!FKEG-G9\ M835?8T;/CU)2(ZPG(T+'2R`"Y M$`;%^)G.%SB\?8WWNP1)6Z<6:M8.)GIR3H99R1 M?23&'80\+(W^(K$5+3LA)22*+=@W74>+F/\`BTC`!A!4D;]L]4J7(TP9(Q<[H^\EBG&)2?L;ZN0% MQ8U_936J:>U&V$E%*K:6L7D%%ZO7;,G!RD'-*0$TDB+=X5H]9N104,"2R1^A MPL,[LK0C^(?1?SPN=#=<+QI;MEKWAS6G)S++N2H;';Z_V>(F.[)\C)1<>]EF M+C5_)"T)-T*R1JLDW3:SKUI(I`BW5*CU<'58,Q&](M!^+?W*<4^;'?\`F%QS M.Q#>*FV1HQW/9.;/'DI*LIH&5B=S*6'UG'SD#-R:#MLU232CS(,$FBJ)TCJF M,P6MWJF?\/V@-S\=FIDCBO+EY@,H[`90S7EK8#8+)U57F1KE]R=DRQ"<\_%1 M\S&PIX8!J$1$H.6Z#)JW%\BNJ0GXT3#&HBH2G\*P#K]K/B;6./RK%XBAGL(P MS+G3)^Q=W;.Y)>13&7CLXJE:=^YEC*ZC&W[= MG`-PL7VJW7=V>`S9(4P#POWC^TD!JJZL>V>*F)L[9V#9I%G`JCA M8KZX,SSB:O'QV;&+:I^YJ;/04BMN]6GT.K7+4S7@;=F6UO?D+A.J-!@K?"6& MHZ2TFQ"RI;=`Z+6&DEY%D[`X*.145[S'F"UOU\>SJ8:?>Z/%LY14W6U(%PJW M6(V>(Y5R$B=FZ/+K/4G0(GU&<(.4D(E0K#T3AT."8.!/ZHF`6!7]FL>/1W1K MKI[I=`C%@XVST5>0K(9,#MC6VW(SKU(\A&O:Z1Y:T]0!D%%(!!DLV74!,!E4 MG1Q7`IB$XP6O[.WCT%-*/<-W2/H?FV"E#@\D5$W7,%K=J[[2ZU[H",9+(WTVIMR>B`_+/X+8&O4GL,9PZ4$730^H5 MH;N`(W412*"8(?V(3&[C''HP/V<+$5/W4L53*S&N+#I]/W]C.,W5NNDYERG_ M`&'9JZ61<+R4%%T:$U*@TJL_=1IDFR$@$@],V,F94R*PG[2#'O\`P[&A6/<[ MM_4^5?ZSG7$[TS-6>V#QK)L&RSMDLS9FDF<9H=#.Y&/BEU2.?226056.EVBI MVF$HL#]M?H]-YA+W4R=8<1Z.SGC\=6=6FT!=VUIKS M+(L%'Y(8UV,*@W8S$%'QF1M,I"-0=ST6=TV-+I$+(().#`7]:7JP*WSG3!MJ M\:GG77@BJ5K7_P`,T;+S,%+-DDFV)L%R3NG32BB!8R5D$YW29O$S*K9,IS%; MH++M5`-^-$!*7BTXSV]D;GD@U`W-U\PQ4[QY!<<:NT^KM92==8EM>K]=UUI$ MO%Y[@<0Y1LIQMA<2ZJXEMDCCB2K#>308M5GTXF@_91QWD<^$[APC83=%1B^A M_1.[[D4WO$1/]U:]WB(B(B;[(9]PB(G.(B(_]9=7:N`X'SQ?>BV&OP6 MTVCRDY1X:XIDP=DEXJG*R5A8"I'DM;J-7AR_8THQ1*@Y?2C9]ZPD,X(XC42D M.1(ZY%;#GO2Y8*UQ]SL[Q1B1O#[L:AT>HL\7XR;,8U]5:I,O_LN,0CT632&. MWUBD30HN*+\F5[\^YF%1DT'9DERI.&X-V!6^L)P=[M6$_=.2'?1F^S.ATY7Y M.EVF!LMW?5YC&H2,]+24O&Q,G#P#3!)9>'AV=7?M%5FBPNUU7C580<$(LFB1 M@U6Y.'X\=9W^F^C6JFKTP\0D+#A3"%#I-L>LY`\K'.;FRAD'%S5B)!2-B%74 M(:U.GGR)CMD3_*>F!B@8!Y&H;E<#`.KFN&/M1L!XXUSQ8I-+4/&$7(1D$YLC ME@]GWGVM/2UEDW\P[C(V(8NI!_,33A951-LB!S'$1#J(B)(BHIG[A56C"WC' M\XFJ-(F<+ZN[^80I^"H#).1)K$]2NK*,OMBAZ+<\K6:\E:RD]8-4I!RE9EXN M;4,X+\P\:&E7RRW?Z2*:2EN&(V[HPB<&>Y36CW%7UB5_?[5%%NKD=6=53L-+ MBY&03QFQ,Z"'H+*1B]4HANUF)5*0'[7F%6KI0QV+862+4#.2K,"M^OCV=`7U M=]RM'EK4?%[UZCOO1E57]GLQ_FT'SJ%2A7A7%7CH*>U%MD4W&118+6_LZ7/Z1^XUFF,.V8[W:451Q'62$G7TA`RFY MKAU.1L5(_/O:=(IV&QSC)&O6%N`,WBS1%M)@WZF;NFZP^J#`K>XNTZ*^Y)LA M;@5IY%=.JD%EKC>$@PK!-GT_R=R9)*2?OKA4S3`RRTG895%^DU.E/GF8IL@S M1^59H',N99@5N>(NB'N22GBC#Y%M.3EC(]1DJF?\ZSMF7"C!JS^U9@2R)3G? M)JH'5#6@Z-0CGD?,Q8IY_" M/R0HZ1421E;L)84)!M*1YE/41&#<0S<3E+ZB2A0$IA4^)>X7QK>Y!7I-/K`^ M7S"L'8VUY^W+5DN,J^5IJW)5ILU91[6`91%B9.,=6>-=&%>07:K040X!X0B( M2!FJAB)L"MSF6OC4]Q\1>L_,^<7'QP<3@'N\D37F".Z:5LD7$'19UZ&-4B0< MJY1FOGT_UD(X50.FJJ\4$4VK1@E;M?'LR&;QG>?%:;G')?/2TBX,9TCJN1I- M-\=32I8,42+FC95=Q)Q3A,R+I8[83%6<++(()K>LDHJ=(C`K?JYX_B^\S*DK M`.E/-Y;!AV8S*EL@D\(LFY[@XEVZ*0*-9M"RD?4I"-60!1L@P*8B/4Q2=@&, M)EP<=U9O$P\4GEH/#2D-;/,_DNW)RS9TQ<./NG/558C!Z@X;.FR!JW;&J[=0 M[=?M*NFJ1PD8H'3.4_U@7!QW=9:?7OVW6[5P8T>'CO+GFNK0-#*1I%0Z-LV3 MF2GAW5E?V:Q11I!QL*QDO]\+F1.F9PLJY6:%`OHB!2E3*LXS>;PN_;8[;"\E M44?)=E!_5)MK"QDA5)/+.V_RZJ#5W(NY.56D?R]/'CQTJFZ1019&[6P`B*G> M4YS!Q9.V9F[<)'^VEW@85=DS@/+1E;'UN^R5(J2GJU:=D)I@LBS,[)644XJ5 MSM'M#-*T@Y'L3!-('!C'%3XF$>+3A.J%'R6>+78OQMY8TIL.RNX]@W\L.RFQ M%(QWCY[>(C)J,QAV4I.6L+3ZUDJZ4[EFXQ+N7N%;6-$+`HR.*!#=J7>8I;H;"N)%UV3AN+QN8S=7O*8`"QDY[OE[?5=+Y'0X#@.`X%;+ MW4F89?!?C*K&0X6IXXN[R(V\U\=?=C+E3K>0<=2Z<2M;;)\A;,>VQJ\@KQ"O MU8(C=PP63$015,N0R9T`4)89W9-RO`-(FF/#SHI,J-(Z/4F,5S,NI'P[)&,A MX\\ID:[/CL(B,;`5M&Q+(S@4FS9,`300*5,H=I0Y%C),'PIP'`[YPL9P=RVF@\?:U4?4>2P-!Y-R?()P+BQ[#UJ_6^DQ<'6L.6F\*D1KV.[53)Q MQ*2K^MH-@7-(%3:HJ*']%8W:4(W-],VAFT._&R^H>;\":YY>S?K:WO>>D9J< M87]/"M3I.)Z34V>0H:AQ[ZT?EI\@6*[1)O$BV=F]?$@"S3HB;=T1)F;N0.-9 MF9C"61<-;.[F[5N\[X9:N:N%(V M^L4F_40Q9&R\53I9OB?.\?7&4E'Q<]8[7)LGRZ/4CA)5\H8BZ8E,1,X&3+8 M8W7AK?Y?3/PBFDEA?$*3=!^U03Q?0$T6TJR2C91ND2J1)4T)*.0*1%@_1(`% M60(4"I*`)0``#F72,F4.%.`X#@.`X#@.!7"V$GU!]Q3J17$28\*D;!U,D9!: M15>JY6ZM,=>0- M5CWD;.`X#@.`X#@.`X#@.`X#@55_@#R-3-1:('-O MFCS1KUD1]B/)GCML#3*,5@O(^R,O08#<+6BQ6:(P_B]%NI/664CF,L!V+F<7 M7.VK[%02N[`Z:.DF1%3-ENVTSRK.&>M-?*3>MJ9O65:U:79"P/C3;JFY#MF% MLB6;+6,+: M?83/^+O.%XW,,8T?K-<,;(ET7K^Q;8E+AYY%_#4#?V;M^/DEK4_AG\E1Q+;! M,)56;ID=[U]$XJ%`"@AG=G[?5<9Y'0X#@.`X%%/5E>UFHQ==KH45@(`I=Y M+#.[)M9[?P>_PV:!K"X0)>NHV4R?CR-D6*QVSUA(76MLWK-PD M82*H.FKB337;K)G`0,4Y0,`_`0X+?AEF'$DD[;L([*6.7[YVJ"+1DRN]9=.W M*QNHE2;MD)-1994P!\"E*(CP6[FVFH=XJ"#26C'2Y@$2HMG[5=4P%#J(@FDJ M8X@`?3\.!R?`^\R'C,G@1;2%CB?N@=I3B%AS_LRCS3<9?QYG6RUG5_(&O9L8O+WB%T\GEZOE^Q7*JTFRP]K MP;<:"""LK2*W;Y)G*0]@L<>^3$T>NFHT;N4"F146(LG&\>C3//.FNXFUBU2= M[`5?5Y]&*4"-Q]FK&F/,OV*M4_,D*C,_>=_#GR#/Z:VO/^/Z6]G#&3>0\%:F M999@/HN7`=5!4J5,O5PMJ/N[J2WS(]U@QKJ(E:\M299A9UF#9/,UAIT4Z7RO MF/,TFV9U:EZG4^4;,5[%GJ7N*](-N;!F; M7*I2T%1+KERU2NVV=+=%XYO@2-1I,-L#G^P7:@5=*SY$A\:2TJC"UBG/68NS MQ35(3QQB!\1)WV'/?%Q76_R^CWB*583F)\83<4X^;BYC'E*E8UT":R(.6$A6 MXUVS<>BX32<)>LW6*;M.4IR]>A@`>H1LX#@.`X#@.`X#@.`X#@.!4W]T=-,XUKX]8URD_5< M6;.S6(CQ9QSQ\W2W:<;';#R.T^:?(9G&\9FEJU6 MZJ^EW>#]<6-;4CZ=$3D/4G:=*C:0UK24S6T[([MB4YN3EC.6,]2*5D&GX*Q=;<;8:JC*NFR+&(0Y!9+]HQ:G599,GS(`D4O5";L_;ZK MB/(VW>Q!)8I<8M@7]GR`WL#?&><#/ M%ZS!1D9,O)!XC7OG3*$*U6`&X*&,7H`B%AG=X]G+>.K?;5[1?Q%^->+S1+9` M2MUYU@_E& MS,QTUE"(@(J(J,DE>I'DNU[W)O\`8\68_JNQ..<@UVG'OY:OL1KKE7`TA9*< MTFXZN3,]3S9$KT0ULK2N3DW'MI`&RAE&JDBW[BB"G4(MI!^%?-ORG&7NCV#` M>4\.6##4]='&Q_D:E2:I/,=6W(V7=I+Y6_)1G_Y=D?'50PS=X[)4!9:9'(U5 M60L$PW:5=KW/CH@DW3$^H6B-9;'K_BC86[WY[%-]:8 MO0_72SXMUQBH>66GK](9)N,]K7;'6,\/X;H<$>O_`'W>R,I.WC($BH,8R3AF MZ?S(C&XS7/6F2O=N;256>.5F[BMM732/L;-H*BJ0-S\BQ,3EJNS\CHC$_*%C#D;.`X#@.!H1Y)+S?J)K5&JXUR1/XGLUVV0T^Q M&I>:FW@E[7%UK,>U.(,8W1"LJV6(L$)'SDE4+4];MW:[%T#8ZOJ%3$Q2B"$W M34(9LNVK='"/D0'"DEM!NL&J24AA"G0N4+##XP,UF,FYXA9N`H<:KE::I%3I M$NQ5S.M$10G?ND_="=I%ZR];, M,8VH>(LG[AW*YY-PA=;D>+GDJ?7LMM,%,H["C=A25661Y"4K6.8BQK24YD*7 MBGSA%DUB&8RCDESK*RC@*;R7`[<;.8-M67KQEBE47"6J>1J@KD&.QTC/05@R ME:=HX*YII26/J'0TGL9(,\60YDTG2*YFZB2@IG`%3%Y&^M-Z^%.!'#O!#Y+M M>7=2,?5;9W-6KE.RK,YHQY+6W"S["[26F\E?<%ED+&<-)I9EQ9D]F]2-!X[L M_P`LE&IM71US`4PJ$-]0DWY/S"Z,[!0SQVX_E4-ZI1L\2>=6G,NCNW`<#!6SN797`>O.9,SP5JK$0TG:%F4F6"8R,CZ:2CD&S@Z9#")$E#]I!),U%JS^6OK"TE^Z><2!6 M[D(@3D*"3MLJ:TSRGLW!\>_FTM.ZVQ]8P?*X=H]2C;6M95XJ5BY;-),1KN.[W#?TEDQ%2QNF96%.1HX#@5 M:LPNV'])WP2R8U*#<2P8=QBO/W->5E4[1$PHX'WP+#1<;$'=EKKZNRTJ0X.E M2-AE&3I%'HN+5VJD2]'.9_>EI7D=#@.`X#@:D;@;"VG7FLX@>TZ&H,O-Y8V! MQUA,BF1[9(U&O0+"Z-K$^E;5\Q%PTR[EG%:C:^J[.RZ-2':)+*G<)%2$1),T MA(DO<88:1Q]4,JP%LPY<:?<;_><60\+6Z]G20R[,7^!)"+8Z@ZWB1M4EYZ1: M9V8302%6D7Z\3'NHM!1;";62U7CW3:FUW<;-,ML+2*3+NIBOS87"J5:VQA6 M,16\;^90K^&?O/6U;`R=W95W<4G!614F#T8U8HK#Z13" MIRQDY[OE[?5=DY'0X#@.`X%:7W2\AL'":'X(L.J!LT-=BH'=+'4EC"6P$>UE MR3$/$<-Y\^\KV')3%0G3I!2_M$KH4TU2%9BL*H`EZ@\L,;\O&C7;Q[Y9I>$L M=>+K(V7LK(8.KF0?!E8\;53,.W1PA/#%XK4RF*GHGKVD4P%`X)4TB0'`@]Q`/Z;DO.7%]^I^4J!IS@ZL9"Q]-L+)2;;'U)$9BKS\2C\O%3, M,XUQ\3YT?''!.RU]9W M,UO'*46UE9B*82JCA:PC)S'/WSQ*+9-%#.1*+4HNE&2)':2JP-)&QD MY[OG"R5R.AP'`0<6Y0A9JIN8AM.0UUPYD6 MM92HLJU"P0ED@7:;"VU-FJJW>,73==(IB&)\>H$F+:B6SQAXDN.?6.UF_;LTI`R*AVYEQ M;G.F-M..-]6O&/\`P8ZU8ER@EG'%V1\CTK-#%_79*$R*SQ_J[+/X-]7JB2EH MR3"`L6ODO4`G?L5/TFTD:/&0C$3*),UD"*J@=9Q[I!\%ZR/\/Y,REEVTYSRA MG2^Y8IF*:)-S>2(C$\%]EP&()?*TQ66L-&XCQOC6%3!9?+D@#DZ[5=904DQ] M0/B'(L14VVIX4X&ONS6O\3LABUS1UYY]2K=!S]?R)B7)<0U;OIS%68**^":Q M]D.)8NQ*TDS04RF!7;!80;RD:LY8K#Z+E3A)BX8GUWVZ86Z3C,";$!`8:W+K MT(V+>,2OW1XR%OJ[-(R#S)6ODO*KG;9,Q39CMC/F@L7+N4@T5BLIE%H_152X M(GIU;M<*-[OC/F3H])UNE,MF!<+YP M@7$[2'-OO#:,L<$.558QPLU?_+/2,TURHH&.8G(L=T@'"L79KQ%4L^8FR#AB M]FF4Z?DJL2=3L"U>E%82>;Q\FCZ2CF'ET2**QLFV,`*(K`4W8H4!Z#]'"3%Q M2+*)\#FA,'-QEBC:[9D9:'L]^N<)PRN@WM&3731W<9@6"V'U(]=P_,S*F M@51(Z;%N=5%J5%%98A[JKMF!7[@R"1%%3'Y%B(C%O1PIP'`JY MYAALDN_<[:Y2(4.I/,*1>'J\\?94DW;I*RUW+\AKON='0&-ZX=&9^5]:UTIE M(R;QFI&'.LWC$E3.T@(DBM>C'^RT9R-G``IE>R M9&@,L4N2J]HFJE,P%\K,=.1$3,-Y&$=M5'22<99'J"K5P"S1PDX,55(X=.A) MBVB3GPI:%O:$OBM[1[@[QHJ^3E4*0M=G_P!D1DR55`ZLS#N$VY)J*DW"+)JW M%5!V02,FB+5,"-RBD-N4X;6Y6%]2<2X*R%>-['8[O>K%; M50H>*'MRD*!58:.DW9H>OQ%>>7^6.DFR;H=WS8@<3%(F!8L139SA3@.!J[MY MK%';68C-0T;S8,1Y$J]GK^2\)YPIK&*D+IA7+U.757J]]KC*:15C9)/Y9TZB MY:.6[$9B`DG\>H=--T8Y23%M3<<>2F`QA;Z_KCY%XZ)U&V071HYL[ M%8$0;MGIH\WXY0$B&`XV,G/=\O;ZKL7(Z'`C$_*%@;D;.`X#@.`X#@.`X#@.`X&L.X%-P38,!9'MVP.% M*AG:F8]7C4UWOS-_D3R"[53.5Y&I,ZR7%5J0WH6TAIS6TLZ_-HU#`U M*S'49]T_:8PBH8I7%JG7BDB9)20D7"S=JX.DWK,3&=K;'(V\XI%TN M.]VIA*C4+1:3):HJ-50KL!*S7I.7&7\@.$&ZOV:T<@FLL@S5.4IN@F(D<0^! M1Z:VN/\`;^/NM,R6G>_<5=,OV[6Z0\,,[&O*UN#B/-V0KA6LH4W! M.&L8,E8T:7>8JE#'P1L1,).'>)LDY%LZ7.85.],AQC=3TJF\.B.NVPF%QV8R M+M+<\-VW-FSN=V67K*WP%7;K6\6UF.KN%\384KD+!-O57 M#DQ/F71BI`!"AR-1$QGFW[X4X#@.`X#@.!5SR@T;K^YZPVF9[$-WSC!^-Y5J M@O1'KV8795+!.\K>2;H9.",/'UIDZ6O#4Y8('A5IA1J=R9$2,"'Y>C$_-:,Y M&S@.`X#@.`X#@.`X#@.!JMO#'6>4U$V):T7!U6V2OYL37,J]KJF0[ MV,*Z3J4'/UVZ*(5B7B3SIT%'#=XJBDLB0Q!43[@,!)R5_--LD:#>*;)N)*YF M'53=/6;8K<)^O2@S'F2M4=EBS,N8;+=*(SN2./\`!6`-@LHXLP4TD;7=(A-L MWA:E",F4&@V;JNE"MC&/98VU$Y3$K5G(Z'`<"DIYI\)Y`NGN!/'GFF$ME)A, M=X4<>-UI?*[.Y'AX"X7.4R%OADF"J3"CXV4>_>'(*D4X(N]?.46IF42T0.HL MNFH=)-6PY[L^^'U7:^1T.`X#@.!6)]UMB*^;"Z`X,P/C1*FJ73)6YE$0B#7J MYU^@0*05+">?[Q(F7M=L>1E9BSFBJZN4HNW2'K',5%+O64(0UAG:K/Y/S6^/FPMTG/R4+$ MXQ2>+1IK$U<%56>[;JMOM:3C5/L5"#*DFN3Y5Z':_<+$(5-4Q2+,[T8GYPL0 M\C9P'`!IE"_)A,(.*DY9QQ7R8.#-DD'BJ15/B(G*`%'FHN-\?#Z8) M=:15!](HE,5/_8%A^+*)0`H@3Z`$/A\.9=8=WX#@.`X#@.`X#@5N\A.)&5]Q MGAVM-)<&T5`XN@'1;IM@O1C_`'[K(G(VXBW;&V1=*7ABJ3ZIW+<\GSESW*J;B.GAYG-(%4*_)R#5Q4 M\8-'$FK'6H1Z5HC$ M_.$^_(VYU749X@T^?$0KSQ)GG[U7,;,MBNI*: M0^N`7=*B]525%%= M*E>HL6R M[MKM'A9N5\\:QB[1C)O]T]-1B4G*LDDJ1%)^DR=_5`!*H*(=P"8J?2PQNJXM M9GY&S@.!2[\LF'XJW^XT\=6997+N)J=,X;7T%A*EA2QSSHF7,YM,B;39O93= MBQE!)QIHY>+Q:9J+F:,Z=(F3;B0Z7<:G/;G;&M:\/C/HR6=+B?T8E1]UZ&!N=9'T5U5)&Z:[UV_+:^5 M]P]YLVJC=*(\/5]FRN8^44.H34O=B-=L99NV5/$1CAB^:F26+*NA22.N@NJ1 MJ(J")5"ID%>U"<]VBRAXAMY;-Y$]!\-;.W^K1M(RE/.+M3,KU&%C9J)A8'(F M.;I.4Z?:Q+&P.GTLV:.`BDG/I++K&;J+F1$YA3$>9=(FXM)?PK!^NFQ.*MJL M3Q&:\+3CNQ8^G+!?ZO'2KV(D8-PK,XRR!9\8V]N,?*MVSLJ3&WT]\@DKVBDY M23*LD8R9R&$D3>3.'"JB]Q]Q;MX_SOGRHX'\OD[!1ZU=2*NO(,#2A7B1T/2*F85"'&TQ.Z;I^:M[BW M>([-BXR+XD\KTE&5/&FC)=2H;I.H=1DL\JK>7E'@--+7[Y&.B8F;>S`G;D=J MJ,8M9$$_F#M@<*2-\Z.77]Q=M]'GBG$WXG\S0];D@ MOGOO>N?2IM/>A7W,JNV>#'Q[]0SAGT;)N"+I'%1SG1I[E'R%[0Y7W!UTW\F= M2-A\-R>#*Y5ZR\Q"?"&]\ACF[UB9@\G.K!(VO(+34I-%@^K[O,#=JDFVK;\% M4(Z572?&!-JRD;V29F^3N%C.LX9VV57>IMIK-;'[*6([611 M9JJ/M7DRO%5VJ9%Q.CU(3U.P1$Q1'DIKG.D>[B/Z6%NM_,!]U_M&=\4+-X0-HT([[,,8YX6Q9'7>#,%4[O23(^UK01^SU$`Z%,( M@IZH@`@!>I@4L;ITCW93FO=.9;B8YI(-O#KM-8CNY>9BC1D!/Y+4E&:$0WAU MT)U\WF-689!&#GS2ITF!RJGZNS(,2,I_(K;A> MJ$B5@$+]NW/[;,0SL(!Z8A]8%+R\O=T=Y[O6 MZ1Y/4?\`AQVO8I]Z:?>\NLLV)ZBJ8K)$[EL#D#O42*)BA](E#J'PXHY>7NX[ M^F&3W\T+L]^^&\_@+XHY>7N\J'O"Y[^(>\+F#'`'/B)VB23[%!,="^NG!P4!(XHE!-3" M38HD.N!2F-W`)"")@`P@!14`13E(?O%XI-QHMR*9NQ&#DVU@2,O MZQRII"L^H=:4!,Z(%,)@3$0.82@40`#&4R^2%)NW/4UV#1U6T/E];58IC,*%>J/&YE5@04;-%4^_USI$.I.7E[ MOVA[K'.+D!%OX/=V%^T`$WI3%I4$O4JAP`P$U]$0-T3'X#\>O0/I$`%2\O)^ MOZ5;GCX]/!IO$(A^#YVY?3^`!_\`=X'IUX+GM[M*?*EY*#^0-AJZ%TQ#,:C- MJX!]5$!5-]!/K=.:AR_LOIXS34U7S;^9A!5G"V'P79U8Q<.]1B'EDC MJ5LI-C,0S`GRI['78A?#D:_<.)($BKMV,DI&J%(H)5EDU"]#2FN4QTGV=9N' MGR\Q=%K07"T^#+*=;J<)2)R\Y,MMGB]C82IXMCZ\C.2XK@I@ MA,@U2)MD64Q73=HZ*8K*6(`@HDF?J'UBE'J`1N,<63G;INQ:N7KM0$6K-NLZ M0CE74<[3.**Z9%4Q-T,4!`0X(F\7=;%8(>I MU^=M5A?$C*_68:3L$Y)*IK*IQ\/#,EY&3?*)-DEG"A&C)L=02ID.<0+T*41Z M!P*Z6`?,5Y%]H*M55>0Q_ M&W.';U-.**)VAF*KE^L8Y$"@0A%5;4,WP*-:SX?Y2$7-)9(`DG;LN&DV["!JD:LYQX]?Q->KR!7LYF21*5H MS8L9%RC7S?C9ATV2-W%8+>[1&=*,O*U??(W2/)W(:*9@Q'D6IXALN"JUK//Q M4-G#$D6Q<4^W++9'>WRJ96H\DUNMZF7;*)22;0[%JQ:(@+Z3,F8$A)C=]6SU MH\D'N&HB/;.XGQ.8K?+J,81`6#IUE%5^M-R%FEXV36!&KV:TL(^$A*XT9R3D MSAX"O[.*@V^;41<>DP+W.FN-Z/<_MH"\21?'=JQ)3<'`TQ_3*TPJ65&RUXG+ M"O$GM4`WE)38!O%0XX[9N7:;IQ(+,4))PV*9@HNF<`,P+W/:=[U^YOAK8FU7 M\<^METI31K5I)_)4VLY$@9V63E8M1_9JU7D;OGUHV966IODP8&U%"N+;XJL*H,F<,HY?L: M^B_"9EYK[SNF2$=6UI#8UW$M4#59%-X<\B=(H++E*!^I5$2L%F=W1DEIY#O< M(NE#J*^)PD8V.X220;O7-)<2"*#9JN[D'3M2.V"=,3DDC@DT8%2$3IN1,=R4 MJ'0_&"7O[.J'\C_N//O6V*GX>VWW%^R%1>&/*8\&XC8/6,"!&IB[,!!%A?E^ M@G$Y#.!/U`.@?'C!?W[/ZOY'O<=>HV^6\/R'I`SG1>`X?X\%4\CW_P"]@&AD MMGBD28@G\9'O!10QO@CV!\08'[]G]D?(_P"XX^=@/LCP^(_9PA)?>K[3D\=B M_`?LLXP_W;%ILR1L4/MSM^:^:`_5GU!/HKT'C`_?LY&,\CWN(A9I_;7A\>_: M'7\:$3*8O*R`.Q/X)@]V65<"/J=WQ$?UO3X=>O&!^_;QZ/6F/(_[BX`C?N]X M?#B(R10F/MR4QL8`A_D7W<,7]G;,)"$I]I_+=!6[D?E_5^'?V"#`_?L\#SR@ M^>J`C&PW'Q?TFISZD8TD`QBXI@:#AK;L+CAI:9V;<-T"/"- M$(W;MY'.HQG()N#&*8[17Y4Z'0YC]XBP6]WC_*/3>787?;*_DO\`$5&;ZP^N M6.HN#VIQZIKU,ZES<;DZRW"U+YLUN>W!ED"C,,X969PL2BJP(WCG:BBHII"H ML"*BG>"%Z,S<[H?0.YEU.`X%*/RA8PQO=/6F6!\=M=CKS(2F6)>BVW(,+%6.-ULS M#-T>H/(&EH+S)7>2;+#I0K5ST^79JNOF%_Q**G+#&_*DZ_B;0*&^6(H"8#Z@EZ%^J!2]"@G-=OQCR2`+ M*E0157.!A*BDHJ8"]!,)4R"<0*`B4!,(!\.HAR-('O;8K#*>*3&UN)U39WW/ M.W]SCF:AEC.8YA+[196318O#&<+MA=IG:&,?YVD!IIK?;LIN3LY'(T\YC<6Z]4-8#*O*YNF_SR MP"5./BDG3U8Q$&ZIRQ9FH1W>'RKN]"7-U\3.6IZ;DLC8]CE-G,'VR6CC(U_, M6(YJ.IN5L3GL+W"5PIIY=[*T_%%SCF03"YVI5W)4F_:Y73` M]9F,8'*=,R+OY90F MHHH8QS MFZB81$1'F75JAY!TXU;0C=]*9>.(^(5U"V53E9!HV!ZZ8QI\,70KYXV9B=,' M;ALU$QR)=Q?4,4"]0Z]>$G*73_%P@X;>-#QZ-W:"K9RCI%JLFNW6(9-5%4N# M:,!TU"'*4Y3$-\!`0`>)S-OQCR?GR&9C2H6`Y7$53E8U383:].8UTUNI!W9D MYRV9#OL&^CY2;CVR#EHY3@<64Y9_:)M^95!M'QL6+9=A@[ M&-B\<5@?2Q,BZ#.VV,:V%H,H$]DG5V2=23S63-C)<6,?&33"PT%$L%+K1A3, M6%KK\HQ`J`(D1`1HW>V8_P`7#8'_`-2.5O\`B)/<$Y2CF]O\Y8N_#1X^58]B MG'H$P0S;*())J)E4?,K/96S8+^0?\/' M\WCK7_<6;_7W!3+N%/$OXT-=+NQR3A;1_7&B7V*59.8:VL,;0?3:,FK7YEA(LTE47K+T':9B!VJ`'!4)#>%.`X%*SR-8EP=8_ MQU4JF>:)<=$8''VL5FH=E/'.Q6099YD). M@67**:5FKNM>79BBUE2E51VSE70W>V-FL,#_`+_1B0?"[6`44E`&PQO6!_&< MDDAXY]#448"5JJ2>G>MA4ZW..SOYB#(&'Z?VQDF]4CXH[MZT#ZBB@MF_>8!' MTR]>@2N&FV1W63XG;W>NZ5/,VVC:LN*W1ZI1 MHZ2:ZT:K0$D\^=E(C7BHVQ22G!OT^0"-[#?I)4+#-MDB,TBL8U,K(341.LYNFVEB M88ZSUMZ0\39H0FT4SMT?2\KYGL%TI[F8:0LM.1S5V[A M91,5$TW2H$4`P`8P`!ABPF#X4X#@.`X#@.`X#@.`X#@.`X&&-@,(5?8C%5DQ M;:7B60/:3E6$M^(Z4C)ADSDHB18RD=(-4 M'[!_'.V[YD^8NDRK-GC-TV4503K05.[U^"AX635SS=OL62E8B4A+(]<(`^34!T1, MC+YQN)2IJ>HEZA+#GOS]/R^B"AU]!'N$!-Z2?40#H`CV!U$`ZCT#KR.C5/?2 MHW?(.CFY%!QI5W%VR'>M6-@*91J>T>-V#RSVRTXIM<%`0+-X[_8J#N4E'Z2* M0J"5/U#@!C%#J($G)H5K=F#:K"^E^K>LV"M&LPY+SAAO5[7;&]@L&=I&`UEP M'#V"J8VB:?:/MB\SKJX7V96&SNOV1*/52@W:M8L1UG-V#9[5YWFM6J9(Q7D1_@;9O%@N5,5YMA89 M&?0^S'BR+J:Q;EJG'?0Z>5,&7-RU1-+UY9ZR5*X01?1[QA)-F[Q,3%Y9M0\D M[#;PQN&LNXRV#T$N-@L5FH%BQW5\FZ=7VGYJQ[*,A8+\9VD&'LLU*2H>2\//)=10P:] MCWD+6ZOMS3XR=L6I&',VUV(M^&\JXZRK5I^/,6TNU4:J*IF,0CA,R8B!P$.18F)R9.X4X#@4S_`"!5S5-[[E+3*;M= MCR<_W(;6S4)KB/&K*`@_R*+8<:-\[2%_NMUL\@W:H/]NE\KQF#H[<^(:W.>P5'UJ5 MR_%L937G8$(Q.EQ]RPP6&-_3S3/>+:1)+ M>.'1^12RI(9N1=ZQ8>5;Y6EXM_"2UW;?KVF>83JBF3*FICB.J'WY@Y:S5-*2 MO.6:)CX[JHF!^G=W!UZW!*WZPUNV^ MR+Y:M4]:=@-DC9S\?UWC,'XUN>2D:A^:/L!`O[*TJL>YDT8=6;#41=PSVTI?E]<-&K@^S'CP3.NV;K'3+IGL0@?1Q@M;]8=EAJEY6FBI#3N>M`9Q`I70*(L-5 MMA*\JH94&P-#%<*;>3Y4RM!35$X>F;UO5`.J?I]3L#]NSM[.#\D0NVX2&4-( M2L15+\V9G@?/!W94/\^+$(;R5?9MB,;)&C?VN MG*LB5-(,*9\^S7<&9V@61.E!@G`R:E<6BL:;+.G;JSD;HC#-)ML[RRS180*[H M5"NG""KEPDF!3)HJ"(E!@?MV=KLD/Y,TG46%0R)HH]9'AGQYHUDPSG^,=-[" M2+6/&MXLD7GB71>PSB:]--=94R"Z+43*%244`$A8'[=G1X>/\OAW+8+!;O&X MU9BNL#P\/CO9U^Y3;`P<&;J-DWN48Y)5ZGX^[HM MGW-$+A*IR%+G-CJRK"3+R@9$R1*V.>@YF'LYG$(PK^.7I>QL\,J5;TQ./IJ' M.W8%[HT9C=3/E](ZD",L;^-MPR2%;[*'KSGS!6%K%)XURSGA; M)4:CFK(=:QPG.0M9M&'X^KNU8&7LA53)+RZ8+-DA,`E.8$@8%[NM4E5Y&C@= M;N5PK&/:C:;[=IMA6:;2:[-VZV6.56^7C("M5R-VXW6Y:MZ>23PKN@XHIT`TKFR.>JPW>$%C;LSW:V-9M MWAW&]YCD1<,:E"145<0CW:9Y.78KBK%I5G&>T,OZQ^-?1;3.=;6G6+6K'V(+ M0UJ;FBELU=+-NK$XJ;QY'R#J&D9R=EY:4ED'#V);*G.Z565,=$HB?XLDBM)1IJHJ[3E4%%RO!,US1<5H\G053-DPC7)%% M4C$(503+&[S&`I`+J'+^SQ_+Z-5#=N7]&ICYZNHY>/:I77;MRL;N5<.7$0S6 M775-_GE%53B8P_A$>9=7:^`X#@.`X#@.`X#@.!X47#=P4#-UT5RB4IP,BJ14 MHD.)@(7[UU?URMOO)`?,G4(B1O]L1WKF55[?32*E\SZAE%.\.TH M!U'J'3Z>!RZCMJDBHX5X/PAP6]YI)1 MS\RA&+]D\.DFV65*T=(.#)HO$O6:*J%14.)$W2/UTS#T`Y?B7J'`]W@.!@_8 MO8?&6K6);'F3+$E(-:W!*1<7&PU?BW-ANEZN5EDFT#2L<8[JC`#2=OR%?;,_ M;1D/%M@%5V]<$+U(3O4()FFBT1I]FC61SI";"5 MOHLE58[$#6B)[%YMALM,,OL'?2WS,Q,51=1I%F8@**:?U5S`EW%->C$_+V^J MY-R-G`ZWL.M43ISJ]';;5[-MAP;*[=(GLK?7^2I<3D=&58Z[9])3 M5HQ[>Q/!?*)71]'JO4C)B9:/2<%(HFJ*?=8<_P"R:C%D'QV[XRFO/CI\5^!< MET1:8G)#,&5<9-'*SZSVYL@FV8"\ M7(F5150I$R]1-76"3C6#>;*>9L[2VO6>-)LQ:>WT,1O\TTTN2LD8'R1'WBG0 M5S@:+9C,7.%J4AZ!ETW(F3Z@01$1,SA,4D8Y&C@1@^9)5-+ MQVYK,JH1,I[EK4B43F*0#+.-I\*(()%$P@`J++J%(0/I,8P`'Q'EC-G?\4GW M(TC<\PZH(>+#R`+B110$-4\R+BFB055U01I\BJ*2"1?K*KJ`3M(4/B8P@`?3 MRQFSN^,NMQWDV2^SV';X_P#R=&#Y)H(AZ`&`6Z8@/0]T**.7:7<8?R,1,HFT.[TN\BU?,Y>+M54IC4.Z**,4442JDD'8PC^93,S=',*: M8(F67`Y1[TR%Z&%1R[2[7^?K5OT9MZ_XGN9/VBXHY>;P.=_J@T2%=?6;?'TP M402_8^F>;GJO>X73;)?L=E6W#@2>JJ7O/V=B1.ISB4A3&!1R[2Z8Z\GN*V3I MRS<:S>1GUVBZK9;T/'?MJ]0]5`YDU/0>,L7.63M'O*/:JBHHDH'UBF,40$5' M*-)]G@_E1L2_HS>1[_X_^'-M]_!1Q1RC2?9_!\H^)@`1_-E\CX]`Z]`\*.4:3[,)9EVHQML#L'XY*S!4386FR,3N[,3":F<]5,_X9@GA(G3?:D"'A[- ME?'E3J[F67+,=8WSY=<#X__*)(QTM/*?E+R2ZH;V<",^RHYLVA MU&ZJ:R_K!VJ.4S-0XASN3L#GRRWW6W9W'V*\>YHU"WA\0!+W'8AE;-8J%.`X%` M'W>\`22VDP3(M]7YW,DJQU0?&:Y+;3MF;P&.FB.3+ZJ_2DZ[%LUH.6.""HNO M5>J%%`2IB0/U=0Y?V+Y&-?[W-`Z&[P^Y-5Z'_P"K_P!@F'UO_NOIYEU=VX#@ M.!'WY(*3&Y/PWBC%ECC']@I&2]M=6*;D6JLWDPS:6W'\AF&N.+77+`$&[9.W ME6?QC(PR+`V&=WW=/_`)&OQ?\`Z&.(?]33_P"WO%R<=NC" MNWVA^HV+*+B&PTG%R]2F'.W6F%1^;AK=D%R$A!W'9W%E4L-7DVSZ[@T4K=DK MLJY8/DS)K$.U6,04C@/3BTG;$9:ML5/&=H^HHHH?!+#O5.=0_;=\F$+WJ&$Y MNTA+H4A"]P_`"@``'P``#BY7AM?G^3+T=_P$L?[N8GC2TA(@L MW+@J.])P=`ZH#=,E&.)F_J^EV+&N8K)%#UC=P$,4#_#N`>@=%R<=K^M_&II$ MU.:Z+OW:BRKIV&)Z>BNY47AE#=.G M4>+DX[='FE/';HC-JLUI7477QZK'Q<="LSJXNJ@"WBHEN#6.9)@2-('HM&Y0 M(7KU'I](CR6O&'67GBY\<4CV_:.CNKLCZ:ZKI/[0PQ1GWINEVX-%W2?S<.MV M.5V@>B=0.ASI!V"(E^'+.;HJ((MOS:L.*@1 M%4RAE">JM35%C`8RIOB)A$.OPY+7C&CD$?'5X_F[M&01T=U$(_;H-6Z#T-<, M/B[239&*9H*;DU/%8JS8Q`$B@#ZA>T.AO@'%G&-&!I?273QKM?CR`_-6UN+3 M&^M.89%]#.\1T8\6:6;Y0PN2/E%XA:`/#/G231](>H]=%,Z2]7H0_:HKRVG& M+=^4UB\6#U%1!;7[0-XW.[5>+(+8MUY=-SR"OQ7>*HJ0:B1WRW=U.J8!5-U^ M(CR7*\=NC$IR3&$Z=1JJTL[2LP6&RP\5. MOZ+'L49MM6U#G*T0<'5*R$Q@2*3J(1HX$(&X6RVOM<\I6LN/=H= M@<'8-PYJSKE>=O6##,F5L=4%MD#/^3)RRX2Q5(1\5=W;)U,_D@QG5\@2(*,E M"G:OIMDJ/4Y$N5F9QQR;>6_RP>,:B0;"QV;R`Z>M8>2?1TFS%SDL=X$W+UXRG M=XL[4BU:J>3:V]E'9GLD$.S&$1.\1"QD=29R(IFCQJ,Y@S)]4M39AC*JX]KN;,^R>3JM?:F1 M)Q+SKZWQS-PU;KHD*B@FOU6431*IUO1B?E[?5;[Y&S@.`X#@5$?=[SV&ZSK) MI7-Y]QQPVJF6_"/1=6*W.8@>XND\MT M]A<)RN71FSO;MG>2>2KIJL19\D4B9BJ=2EC.^R:WD:.!$MYP)=:'\<>3E$&[1R,AF;32#5*\2 M,J1)";W/P!&+ND`*6,V=_QEPK#7 MGR@"Q9"3R4X5(06C82D'QYQIQ*7T"=`$WYU`=P@'X>@<8%;M?X>W^;QY0_YR MO"G_`,/*-_RJ>,"MVO\`#(,#B+R)1<8W9R^[FN]E?)'6,M,/M$[#'N7)5%CJ M)$.UA]QV+!,&Z9@(`D2*)@+U-U-U'C`K=JY%OBWR"I(D36W'UP=*E%03+J:. M6],YP,JD0P$#H`=0+U'J(B/&!6[5T5SB_RJ$?+J,=Q]+%8]9H M84V\AHKE?UFDBFDX(@5!1GO`EZK!PH"1U@4[E0'O!,2AV@#`_;LXW\FGEQ_2 M^T,_B*YN_P`NKC`_;L?DT\N/Z7VAG\17-W^75Q@?MV/R:>7']+[0S^(KF[_+ MJXP/V['Y-/+C^E]H9_$5S=_EU<8'[=F!,B5'>:`V6\=[K9G.FLN4**KMO9$( MR$PWK=DC#MI968=.MKSLI-U9+;LGF**?0J;$CE-5F6,06.JHF'Y3,F5]J=\=J,7QM!]'C[TF#Z0^& MJ^#?H$.@A_:-^$!Y;E..W2$!/G,U2P3KDKI'.:B:T81PK=)K-LL2]R6"<+XR MQY:7^*X!W0)^RR,K,U.F(3+>O5.29L'RSA`Z"J"I4R%<($74$Z&=\1%4ML\C MH[W;X?6VTP.MDW/F1\;R#'3^=<5?'%'K,W+M\@S"V1[^RB"OYAL\1 M@8-L,DY*D_.[3.<8XJA4^IS$*.H7&Q]RR;O7OYANEP>\%! MT6Q7C?4*EX9LL!4(N?P=@-U4Y=XRD]:\J9#B@5M>1)!:7L)Y+TVX'0'HGZ9. M1K/K*1;QU3.78FT[P8!RIG?(^Q;'6+9>I8PQOD?+S/'Z>3'-+L6K.O67'$;; M9?'%)Q_!V1VSMV19,47BL<5X+8Z::JB@I@;A8ZQW2:<=F7%ZS*@DE&U-0#]06]8AA1!,QE`$I)Z>; M?[A4??DF0G'.#\4MZQ(Q<18UMU]#DH*5FXAU8(:.E3[=X>!F]E()C-5QY,,& MZW0RC=*09**E#M!9,1[@L,[LO5FD:GN)U'IG;7;IU^'_`+KV1/H_C8CR+B_@ MU/<7\&=]=>OX.NKV1!_Z7YV(=>#%^[+3MN9-"++6L]8-JSAG,Q+^167ULM]B M1F8IJRJ]4-UZ=1$/@ M+`K=J_@:N>0+K_SM]B'^H.G&K'0?ZGPB@'C`K=JZM):;^0V11313\T>5(D4S MI'%>)T]TM(X5!-`R(IJFDL>2B0IK";U#]I"CZ@!VB4O4HL"MVO\`#'%XUJW/ MQ+7G-SRCY^+WCVHMS_9[FSY$UI\?E0K+1V^;N1;$5FYW&<3'(/O30450*=;Z MPI"(E,4I@XPT2MT?[?1PCB1RM&.(U.0]PGB)JM/KMXR#:O\`$.A+89203;KN MOEX=,[E!>0D'38IE3IIF5$2)]Q"%*!NKT,?_`*=_U\:9-;;13;ZZ[Y5O=V#D M=1"*KPW>/?2_?[6FVY0W0\9^(L?9!QKD:MX-HF,[34Y2.=TS$=/U\P99JN^ M0;BQI[IT3*)2[KO';,SMXZLRJBBZX=A^)-N,?Y=[\.D$RJMQP/5(P[%2) MJ6Y7FLJ,)]ENSOXI"OU3*>-:Y7(^)>*#WK143`1C9HVZ].Q!`I.@`7IP1G[K M5?(V<##N1==]?\P2+68RU@S#N49=DV09,Y3(N,J5=I%HS:J.UFS1J^LL))N4 M&S=9^N=-,A@*0RR@@`"23(^ M&HOW(OC,Q?-:]1UCSK;:O@ZQ479I;)=RCI+&5&@;IL]]Z,X4HLIDK(89/ MU?O$=28-]`Q\U.PV+=HL.9,MZ42O9I>!A#R+6H5)\NBBN[0]<0`?@(4O`P`/]4.[8@!Z#_5`!X+[2U!W_S#FG9?27:; M7_&VA>YP7_,.$;]CZG_>*O8&AX(;!98-S'1H2LJ&P+K[/8_,+!ZBHIG["]1Z M#]'$9INF9VS$1+@"6^TNU_G22GZ+.U_[WE0_A&X+[2]=7:Z0179MS:K;; MF.].NFF=+&58602%!N=P87CA+()T&1#D()2&5,0JB@@0HB80`1?:7L?G22GZ M+.U_[WE0_A&X+[2Z7.[O_=YRLU=ZA[QO5$5&Z1E(+``V%L8SEJ+LAD7<):W[ M9=--,.U0Q#"5)7\680/]7D6^TN!_E`&?Z&WD!_BO3O[>G>H_U`ZSH!U'BCEYNY2.ZL(P)$&2UNW0E!E#L2+DCM8\@&/"@ M\$`4/+_.MV0%(PZ_C_EQ<"'3Z@'Y%OS=E_.UK77I^1?:L?CTZ_FSY:`!_J]1 MKH=`X+\VINPF;'62PN)-G)3)%]<.];-TI/Y M"6@&4@]4-;K]%M_ET$E''8N*O9Z1#G+4G.,\VTRNX=11>,V"F&-L@,<2L*TV%M]F52(LQ8H-9^ MN/\`$"\3(_:DC$R[=N[:0SF5Z(`0JSUJ9P@F=,YP62L,;^GFM(\C9P'`^;?[ MT=J9]Y`--F)6ZSPSW5M)F5FV63;N79G6<+D@#5NX6(HBW7`?(EMMJ7$9OLT7E6_P"(:-5]7KW6&>3W M%"I=%G9F-F,G8+N%F;?:$'18Q)9L#Y1H5PW441*0%1*&72FX6H6IC?52O9*" M5S#DW8'*&:LC%RIE[,N64J.PM5TMC6CTS&D.)(+&U1HU*K\1!T7'\2Q;MF<< M03"@=551110QN"(IMUPIP-"MZ7DBSE='ACFRKP[G?7"[-TV3>D9%&.<4S*Q7 MSE8ZGXMPE&MP%UZ(@(K&0`I?KB40K,]/-OKR-(^?)17X.V8-Q55[-%,9VNV' M=;0Z(G(64;INXV5BWVW>'D'C!\U5`R3AJY1,)3D,`@8!Z#RPSNR]681TBU!' MX_FW8=^/_P!`T'_K7BY..W1[L;IGJA#R#.5BM><2Q\E'.$W;%\TI4,BY:.4A MZI+H+$;`=-4@_0(?$.2UXP]IIJ!JXPA)>MLL!XL:P$^YB7OFNN.]XGF,\281QYA MEM?-&+!PY41>K$54`%^SIVEZ# M4J(G#1J74?"AFW'[=\SHGF-\A=+9284\'[*JL];(!F]-0J-4<:55=TUB\*-6 MRSUA0Z'#QBJXD]5Z@P(+DRQQ.8RSB[EK9I'5/'_FW1'`E4R-D'+@O'7D3RM: M,D906A5KK;KKE=]BBXV>5E_N]%PT.1160D!*`(MTP-V]YNIS&$153"XMT`UCGM6\96/ M(UL;:^WJC;8R[IVCEK'=>A9K816;Q_44F*8H.:A8%VS@CI-VLF7UGBQQ14$K M=1*LSG2V[R-'`[NRBQPWJ_I_>Y'$>,,XM&VPV2(`^/HJLF$Q$K@N";629(K*%.0@E&PSN6"/&C$+5_QTZ'0 M;F)F()S#Z=ZV1KF'L"*C:AOT36#7:3I?Y9L M=!:6--3:N7JUL%5WKU\Z7(FBDF4RBJARE*`B M(!Q1RC6&YG"G`,Z,A9@(L%AW*,H4\>+LT/(/VC=00]=(STWH&*L8H\L.>_./-:'Y'0X#@?. M']Y*(?RD6BP=0Z_F\0/PZ_\`_0-I_P#M#_F>- MOG/6_&=YOF/RV?+^EU[.A?1Z_`WUOB'2X)6[7^'7;EH=O9EB-@(/+ODY3GX6 MK9,Q)EB#;4_2O$%+=DM6'\B5_)%=%^]?72W@\CU)FMM^Y(B:'ZWZYE$Q,D99 M4]9;40^!]JFQ[`,[O7;Y5-Y+O'%9+'8`P+#'@H10@`QBY8ZU8F`L,@T4^LH\ M3+'D6#X`@G]/(M3J])7`&VYFL8FCOS;4G:#AN>5"IU=0GM?]NWB,>6O;^VR#61%W]I M+/\`7/`4X5^"JI3,P;)$KT3]GBT1`2F$3+^J8>[H3IVB*G5^/S9]GOP^1K8# MK^'IA;3,"]?P]H#KD80+U^@!$1`/PC]/*E3J?FS[._SC6P/[R^F7^3CP5.I^ M;/L[_.-;`_O+Z9?Y./!4ZGYL^SO\XUL#^\OIE_DX\%3J?FS[._SC6P/[R^F7 M^3CP5.KI*FD.:UB;,\B%6P:Z?++ M$&;A4%DSF*)TQ[P*(`;:T-(CS)^!>-F%8,[%[D+*K6#:V"1EXY) M&TSV3M;X9J\@OL>,D1D+2=L(ILFKP4&"RGU55D@^MRPQNSB>ZUOR-G`<"GGO M)G6):>X]U+U_:ZV8DM4C+WC4^VRNVKJJKR.8,1N6M1SVYC,*1=V;(F:UF"OD M=&K2!HQRL11ZBHNJ1%0.U5*L3FN&+UH78YZEXV]/;&R8*-HN2@V2A8MLF\>HMQ453L.> MZ+1LN/[%4&4HB/ MQ'F72,FQ?"G`G,5YC6-9E-+OJ#CJUVN)89$R5D?'DJ:/G+16IJ>KZ4K69)XFB M5!9%(%R>N0OK)@H%ASWY]_\`+Z"S%$6[%F@995P9!JW1,X7]/UEQ31(05EO1 M321]542]QNTA2]1^``'PY'1[7`:.YF+G5(UG,!"/V+,SA9I,!$R+=R9J<"KE073.)0*2$<\LC6W1;J";/X=W/1\RS7EFZRC!-S"/ZM)H/2"IW,UF# M@BP$,D<"BXS;$QQ\E&R#=-VQ?L'C-52J)*D,8BA#`8HB`@/"O>X#@.`X#@.`X#@.`X#@.!4P\Y@D<>9+P&ME&D M"8&N4[W(@ZDT(0S[O#,VLB22< M:V?R-G`<"H=N]B_:]W[AO5W*]'K4G%Z2LOU7(#I@W729FCDU%0,J/>1$Y+T8GY+>/(V8!I-9`E\\9+M!#2.1:1C)A]D5'`MX>3$.:?O5GJL8L^G8UVJ1N MT!P(NSI"B(=5"@-AG=759'U&BKE`ZIZS0>1*_$5._0NO^'(FZU>`=D?0E,8X9NV3L77(@)"3<$:1K'[2F'3-G\Y(.U"I()=_>JH8"E`1$`X&)X M[:[5N7;?.Q.R>`I1F"[IJ+N.S%CMZV!RQP.$3G-U[2DRM1#&'H`B/0H3PB/0`Z\%QJUUR57O M&'F6V&OV6V&CF3+PI%L8,]RO9L&6JT*PT6=VI&Q*L_-*/916.CE'ZXH(F5%- M$5C]H!WFZW%)XSC-.NP^K_BHD(R M8K`LLU;.$U%2@`B0ARF-T`0$6)6SLR8IK/X_UXPL*OA;59S#I1BT*C%.:?C% MQ'-H5RW!F[AVK)9HHW:1+UD`(+MDRD060_%G*8GU>3%:V]FR,3:<80,7&P<' M8Z'#PL-'LXJ'B(N8K[",BHN.;ILX^-CF#5RDU9,&+1$B2**92IIIE`I0```. M%CP>@<#V$[C450,*5JKB@%*!S"G.1AP*43 MD3`QA*Z'H45%"EZ_1U$`^D>!S2;QHJ0JB3ILHF8O<4Z:Z1R&*/T&*8IA*)?Z MO`_7S3;_`$PA_P!U3_[;@?HJZ!Q[2+)&$?H`JA#"/_0`1'@>7@.`X#@5;/1T?O@.`X#@.`X#@5N\^>-OR!/]R,U;'8'SK-4&O6N.S=&8X@:9>F* M3:(G\U4*D5P6D8_LL2+6*C_LIZ0RJQV=MCC-VU>P_ MX;-P<3'8OX6->U"OQC6@V0,)XXV1>K8W6S?`47*U6R)D842A,Z:V?*LG)C.$/DVJQ1.)EP!02"4/J#UZ MA89W7TUA<)Y&C@.!2]WXP+;I#W-NC>SS"XT@]44(Y!#YE$R]Z,3\ET+D;.`X#@.!3;] MX-A:_P"?L/:6T2@N:VDK`6S9/+=A1N-YKM#KYZYB[$L1-2RB.70HMR")SB%AC?.&"VOA2+@8/#6)(6JL2QE8A\94*+KD:1)T@ M2/@8^JQ32'8D0??LU$K2/133`BWXTH%Z'^MUY&V3>`X#@12>96*J,]J#3:_= M8R$EH6?W:\><*=E8(=>=C%CR6[F"6J[=>-39/FSA-]&J.&RA712M5$5CD4'H M8"FL,[LO5NNOJ/JDZ7:N7.L>O;ARQ74AA`8M0CP\LNL&N4;X^=AG<%KOAQE+$9XX39.*YA_&Y9P% M5\PX]0].+!>`3;JO%RJ"0B:H@DH)NT_U1'EA-V$)#B:CZI)N7#Q/6/7HCQVF MV1=.B87QN5RY19^M\FDX7+6@563:_,J>F4PB"?J&[>G@_$>"H8^-H?HZ MT9TWPW<=*[]BG7;"V);HQWDP*Q9VVDT"O5N:,U7/9GQX M4'T6A'K"A+/HQN02B8P=Q2CVFZ=HBHC*$S/(TOD; M.`X'S?/=&8X:R7ELJ64[5G>NXMCZ0"0B9),P_$3)D$1^'Q$2@ M(_1T#Z>9=7[X#@.!KCM7L&YUCP\_RI'XAR3GB8);,?4J`Q5B3[H_?VV6#(]V M@J+"-(8UZL].K"9&\E/IK.#N9!`I&Z9S!U$.G"3--3XCR)Y=?QS9R_\`%3Y) M(I^8ITWT"^T_PS'2-G`%;NFYP$?4$I(M]G=ORT93(NQ3<:F9K10>2<;'*O M"VW71VC&IR+Y!D>5?HLG`]'\K&P?X-4)SI^#KF/%8#T_!U`),0` M?U>@B']7@N='\_*QL)^BA-_OQXK_`&RX+G0_*QL)^BA-_OQXK_;+@N=#\K&P MGZ*$W^_'BO\`;+@N=#\K&PGZ*$W^_'BO]LN"YT8Z?[59:CLM5;"KC5*V_?:W MX[O.3X@J>5\4FB/NOCRR8_JMB^;D!FBJ(27VKDR+^71!(Y54A6,)RBGVF%SE MU9%_*QL)^BA-_OQXK_;+@N='$0^R=J0S5C/"F2,&V7'@":L MS^/JN2?-5,*A@-];2HY^L*=FUIM]F' M)M>I'RPF?8RAQ;_)/)#U0!-Z`D[?J_6O1SF?VKNNZ\CH530K$E'OF$,=3B60L[W`)_8'+-8PO056D!3:.@O%)W*VJI11K"]/*$,U9@( MJKD35.'U4CB%AC?IE:U_C4492B4DX;1CIF=5$A_3<'],52$$`$X$Y89W9>L?5*AR-(T/ M,0Q1E/&WM!&N+-&TIO(5ZD,E[I,A$FB*:DZRK0T5+=*EL"2\`:-K!#B^7!^0 M[(4D#>N44N\!L,[LD>%?D\YD)UCO="Z]69&9EG+2,6DL#>/"46.];(?,+Q$< MK"7"):N'#=J(*JI$2$Y0^MT*00`'HSC_`/7T=QZ;,@(A_23->>H!U$/S9M$N MH``]!$0^_P#\`ZCT_K\>BU/_`-?1[RB^Q)HYJT)[CW7U.72>NE5Y`-<]%#). MV"Z+8&K,8TUX'TEV:R2AP6(J`*%5$IB")2F!Z&/_`-?1Z?I[.?\`U23KY_%D MT4_=_P`>A4__`%]#T]G/_JDG7S^+)HI^[_CT*G_Z^CN=/:;5.G/HL/<#ZZ7Y M<7[),&BNK6HSL_K.V[]NTBP3J&7(5<0D%>JQ"]?7.JU*!#@F"R:CT*G_`.G< MY2N;WR#4_P!Q_-1J:H]92B\=*'FM-,433-LLT()7<<9*#V=B%VDJU7.GZA%5 M#"0HB!B`(@(%QU<']Q/*`(]`\T.E`CT`>GYA]0Z]!Z]!_P`;WZ!Z<8%;M8]O M_7]^X?E!_GH-*?XAU0_RO.,"MVO\.@UZM;?PN]WCW<[$[[8!VQJZV1-AT(6F M8DUN@\+S5:!!Q]U\B_+O@;MP$[0[!;M6!X;\6R$G MK'^J0>$G[MQ^%.`X#@5T/-W:K3&;*^,:OP-AEX&/DLI6MW.MH>K0%C"RL"Y/ MUJ8N(&;>SSEJ-6@U&3E90\@R,+XJY$R)$4$WIGL,;KN%B_D;.`X'S\/<,,'] MC\Q%,:&TVL.Q:L?A_!TNN'S^66"57 M5.L,LAT(GZ*9E+#GNS?0/Y'0X#@.!HQOH\=,Z=KB+4JJ@N=Y]-&:Z:/H`<[5 MSG6J$7,87!TR`DW)^-/T-Z@D3$"`8XE(9";ONWGX5I!OS/R5>Q3B1S'2[F&( M^W/T9A9==N[%F1U`S&VF(6,U&OE`,4BD;(L%CI+IG'L.F80'X<0FZ:]VXWWC MKW_AV&_W48_]_P""X/O'7O\`P]#?[J,?^_\`!GT<%P_`6.O#\`G881'X``2C+X_P#[_@N' M33YHPZF&O\+>,O[O*K^VO`X6Q['Z\4^#D[/;L\X8JU:A6_SXP!UZB'!EFZM;=Q]0Z"A&.KWM3 MK?2FTTS2D8=S;8FR33UV5SF&+J8)=5L9Q3@@L7+P!$I'*9^XQ.PI3WHQ_MZ M_A=JY&S@.`X#@4U?>!8WHF7,6::4ZYYVQA@E>$?;0Y.KS_*!["5A>Y>BX_H@ MLL:U_P"[41-/$+7<7LRDV8+.$TF2:XAZJI.I>MAC=?3-;MQ4R2C<7XWCD#/C MH,*%3V2)Y1^\E),Z36O1R"9I&3D'#M_(OC$3`5EUU5%EE.ISG,81$8V[[P'` M<"+7RUQRLOA#6R-113<*N_)%XWR$15)'J)G%/2Y7CMTAY4_&_X\46[ M=HEH?IJFU:*IK-6Y-8L*%1;JI-5&*:B284D"D.FS6.D`@'4$S"7Z!Z<7)QVZ M0\P>.?Q\EBEH,NBNG00SGU_F(H-9L+!'K?,KBY<>JT"E>@?UG!A.;J7ZQOB/ MQXN3CMTAU_\`DO/&G_-[:1_Q5L&_N&Y;E..W2#^2\\:?\WMI'_%6P;^X;BY. M.W2'Z+XO_&L0>I/'UI,F/4!ZDU9P@0>I>O:/4M'`>I>H]/U.+DX[=(>0OC%\ M;A?UN@&EA>IA,/35_"@=3#])A`*3\3#T^(C]/%R<=ND,;+>&CQ.N&Y6JOCHT MY,@5Z[D`(&`L=E'YM\1NFY4]0D&502G(U(`$$>PG3ZH!U'K%J'I_R+/B2_FX M].OWB*#^T_!3$"V@&DNJ&Z6AMTUEU0P#@NV3=YS[`3EFQECNMTB>D(%36K)+ MLT6J]@QB'$BU,^;(G%NH1ZF4`,H")3%]=&I.<)F.1IJ+M<@RL*'E&1;]@HJ)F4%(68J"01$ARD$#`)>H<)/3S;=<* M>AXR:[5>*E-W%IR1WN8I1JR.J]?-"1CO\M.KRX2((LE40?J))(F*1)811`YP M.8INP"C88W9PLW\C9P'`^A\H7NL4N9<:3G;0L/99IM"1 M,YKZ-O(Z'`NJ/D)M>R1[=+UT#J.'*=9-T$HF%,H M&4$IBD,423]VYW"HWO*0K"&U_P`5QE@J@7V/G]V=$X8U!&/A90+P+C;#%#A6 MJBRL[IA5E@EFC54G;*.6S`WZU54H"'6PSNR]8&*W(H4ZG2+4:.J?DPPD/P'Q8(]/P_^B_2,?A^ M'X?E@^/*E1H\P0;0G0B7B\9`B3ZB7UM.D^B)?JI_B@R$)4^B8!]4!$"_1UY% M]'JLHE15LFH^\64CR#%)@98H>+1`P)(E5(K=#NR04P+$],.OJ`FG](=!$G M4P5/1TVVIWAD\ABU#P]U:T,ECNB3;J>O>F]5=Q*293?+'C&;>:M*4Q\VH!>I M3KLO3((B/40`IACHZE@A*Q*^0&@N;+IC$ZDN$-/=AD600UPPG8$KJ@OF?5H[ MCYIMBDZKKOA5$2>F=UVII_,F`O<*@]'0_P!LNB7GD::*YM_Q\-$__,+<7_B] MACEZ,S\H;UJ9&QWAQAJT9Q*-\T6:KNM#[S=7N96!`]!H..(Y[* MEBUQ`JR2[A%9,52G+Z0WHQ/R]?LN9\C9P'`XQRDCHU7\E9MJF$ M?NK6-NO<=!83K,G663AM6K#>?M-7Y=[**MHIL9MZCE M5,H%-RPY[_LN;U5J5E6*XR(F9(C2!AVI4CJHKG3*WCVZ14SKMEG#=8Q`)T$Z M:AR&'XE,(=!&.CGN`X#@:V;1ZQ4_:NAU6F6NR6ZER&/\MXOSICR[492MA9:= ME+#MI9W&B6)DVN%ANH$F+=`=:S9_5<+*MO M(7LVS044$R34N-],%RH$'IT3!9?5LZR@!^J81'@J=6-,I:%Y+S14TZ1D;?K9 MZ=K:-NQY>D61,?Z;1RJ-IQ5?ZSE"C2:3UCJ\BZ3-#W6H1[H2%,!%R(BDH!DE M#E$5W96C-G014NBOM>]NUG!E&/D#NC)L*;H].HBIU>I^;MN/\`SAUP_BU:\_N:Y4J=78V& M#]L&ORWS.\$O)^BNW56^;UXPZC\VDBS*W5:K?(-V?8D[<`+@YDO34*H/:0Q4 M^A`BU.KMWY,-DOTI&G[Q5/\`V_Y<$K=JZ-8=;Y8ZO4GM&;[;Q@\M#ZM` MWPG3$F1U[=6W-6D_M-`TPHHY(E'.SF1`ATNU;H)N\OU>"IU=Y_)ALE^E(T_> M*I_[?\8%;M7`/]>,IVVVXIGLC[$O[/!XJR.TR:TK$-C&IU(EAFHZK6NLQT?- M2S=[)NPA4/O6=V9)`J2JCAJC^,`@'*>+4]9;<\*?"1A66UOB?;2S M8BSJ3S5*-8%893[.6:RQPY[\X6 M>>1T.`X'SQ_.-A+)63O<6:]Y.JT9&O:%B&5T82N4XM+QT:,2YK>5X*X2D,#! M\\))2\S]D7>-<)`T0,B9-\D3N]0JO;8R<]WRCL^AQR.AP'`<#1;=V9IT+*:6 M*VR&3?NG>\&*V50G%T&YFM*LPX_RXZ7L;M\Y42)$I/*DUE8L[A>S0\$VBO(+HG+N4Y1R"#>;0CMC*2Y6B4W!%2*(N4$2&D"F` M#$`K`WJ@"'JF+89W=/-N^^R7CF,C8Z9DK_28^'F(IQ.Q$J^M4$TC96$:)MEG M4Q'/G#]-J^BFR+Q$ZCA(QD2%5((F`#%ZQIU/\XG7[_#IAW]\VE?MWPEPY4N: M\-&(JH7+>,C$;JHH+G+?:J)$5W*'S3=%4P2O1-5=K^,(4>@F3^L'4/CPMO4' M/6#`2(L.9\3@BH)2IJCD6G@DA+AB]3> MC21%11%;<75=)9%0Z*R2FPF)"*)*I'%-1)0AK"XU?C\ M^W2#],G53^,-B/\`=?P7&I^?;I!^F3JI_&&Q'^Z_@N-3\^W2#],G53^,-B/] MU_!<:GY]ND'Z9.JG\8;$?[K^"XU:RS.YVFRVY6.+.GMOJP>#C=8\UP3N6'8# M%_IMY2:RK@%_'QY%R6H6`&>-8!RH8JARK#Z!13*)?5$M2XOHVG1W;TQED?AG-F),N/Z[C+;Z6L#+&&1Z=?G4%%.HK"D>UDYIO5)F65BH]R M_5(@FLN":9UC`0HB80#E2XF8I*-R-'``9?W7U$ MR/*Y]D&NS%8OF.,_Y=_)->*90MB[ MWC9@^IEMNK'-EMC[_K5'5O"$,2L'6;T^S6A9^\=$FY)$(]NBR%-4_51,O+#G MOS])7>"!T(0.G3H4H=.G3IT`/AT_!TY'1^N`X#@.`X#@.`X#@.`X#@.`X#@. M`X#@.`X#@:,67=^)E\KR6#=;<1Y"V>OU=,^:WVVTH8BN:\XEF(YXBT=5C)V> M[&Z3K:%T3,*P'K]<:V:P-%$#%>,6H"!^5F\:AHEL!IYOYN=G#`>0\K5G5#`] M9P%86P`VI^8)F]M80[)!-$G51HW2`#=W:`:C)RW?+L^CWS+J-\N MU5[1%TYU;A5UTP177AL`XJBEED0,!P165CZHW452 M`X`8"F$2@(=>G7BY3CMTAV5AJ'JC%N`=QVL^`F3DI1(5=OB&@)J@4PE,(`+P%I(-HS[%;/VPA5NJ#UO M#C\H14G0Y&WXH!`GU>"HT<--:'Z.V5JU8V/3/5*?9,%W;IBSFM=\0RK5FZD% M#K/W+5N^IZZ+=P]64,94Y``RAC")A$1'@J-'.DTXU#23322U6UO322(1)),F M#L8D3333*!$TTR%JX%(1,A0``#X``=`X*A^_S.]1OT6=0QG^YC@J#\SO4;]%G7+]Y#&?[F."H/S.]1OT6=GW8Z=0`>"H?S\SS4?Z/S6M4NGV"",Y(#8TDFJ)NRTS=Y(^[)XPM^]K=[ MM8=W]R,B:64A[JED:"?X_P`?Z[US/EM?/\;0-ND[F5G*7?(5II\22\R[B3+' M.W)JVNR*T;"JW204<&(DM.,S-ST6+^1LX#@4JKJGJBA[K>"FI*>RC+;LJ9NI ME5@J-(M&PX*B-<7'C--*+7=A*-&Z$^&66E[(NU2:*O1BP8.3JBU45^N6]'.? MEZ_9=5Y'0X#@.`X%)GW4'YJ7YVOCL)MG-[`5>!5Q9L"GB.UZ\Q=,G9VJ9N'* MVMAJC9+S`W.;K1)S',3&D?J/FL;(,Y51?T!05*)1`;#&[./5=E+TZ!T'J'0. M@C^$.GT_]'D;?W@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!I;M79,@6^S8IU M4Q///:?93J2649BFN6?2387Z_.[;&U*"D$#HKP M[B:6ET3&4C.P23HV8QEC.@X9Q_4<5XNJT52L?42$9UVJ5>%2.DPB8IB3M22* M9919T[=+J"95PY<**NG;E119=1190YS%RPAWK@.`X#@?.'\S><,CXY]RY2:+ M39AI#U[)URT#I=\0^QHE\[L%9L-AQ@F]C%'\DS>.H[TB,A!%9F9NNF"ZOUQ[ M@[=1DY;OEXZ0^CQS+JK4]-0MEM.+I6PR%)Q'JTSF8%N)J_'Y[LT5*OK4 M4[MF\?4R`>,43`G(J&X2<<.B5:&AHBNQ$57Z_%QT'`P4:QAH2%B&3>-B8>(C M&J3*-BXR.9IHM&$='LT")((I$*FDF0I2@!0`.%Q6M$1\BUDF,:09-51PB*'Q*/+#GOPGTELE<_= M'9!/FZ83[?@%RM$GR M:2LDF=$68.!71`ZEC=Y.A3_N>=QZE$WV?M_BH4JL.,?>Z:V*BXJM2TKHU MJY!HVN`96",;6/R"LJW((H/4P6!@^9SV`HY0DHR242,Y31%=-$5B%%03=Q2J M/^G9DA7W7UHE&!=V28U*738MZZ>=1AZ_MK@.Q75T MX%L@[0@TZ>(Q7E9)AD_7)[4IDC>/!^\9T2V_E01AK[)-QZH%:QIU72S@/3(F8X].*7 MG#I*GO%=2TT[&K^9?MPP[Q( M7J(!U#K]'4."XU;TXU]S;HIE:$B)>L43,L>\GEFC.,J=VF=>J#<5)-^7)01\ M*ZA+?G2((QF)%QC)5!NBJN7UEIR#(0PC*H=+3/.'%9!]T)H?CR!?61QC;/EQ MC(M)LI(DQTYU]MTJW4>7*STENT1@6^=VTY*O3/ZJJ^.FR;N11AG3-\H)$'!3 M`HYQXI@9?WAWC8:UP]GLJ,EL?8C2G4Y%-@$B=96%/F\'R4:5( MP)_,&*!!7ZIA\0'HHY]OYAD9W[J_2IACB-RN^U5W[:4>;3CWL%++XMTO3$%0,"CGVQ?N*]U7I;,1ETDF6 MJF_HFH$?`S%FBE,-8^^V6D)89>:@FTX5HCE]=!*(92E?=).EG"S<"&3$$P5, M!@*HYQHRVX]R-J>1UD-C':Y;E6)YCA^WAW[>N8JKL@K9YY4U;2=UVE$6N[,T MK-PKJTMD'R+L(\$5BJ%*8X`F*JCG#CXSW*FJW6-D]8-VVEP84F2O;Z->X MJII09QDJ5[A/6V[5 MB5LP:X;;4U2)5?IFJ>1*30:I=),C%%%4KF#B5,CO8^4;R(JB1J!'@*J'3/W$ M('8)U'.&2$_.QJO]\X6@?DJV5EK-9Y.VQM8;4RB5"[HV).A*UU&WSD:,!D%= M\6LQ?WG;+D?+MT$G+`3.TP%N'?Q2\X=CD_-[J/$R3V*>4?8\'+!LT>.%&V+X MEZS!JXEGL,Z<)/F=T7:KI0CI@H:0,0X@S0[5%.A#`/%'.'"6SSPZ5TJ7K$)8 M:UL(TD+;8VU6C$R8UAER(RKR`D[*T"153NHIL6SF+B5!(H8>AE#$('Q-Q29MYV=,G4E+1A:IL6B>))'F,^>8L8-(F1&1157*2%DUK>5K+'9@EVNO0,?Y= M0Y2GZ&'IQ1SACJW>X$UFIZ:2CC`NU<]\RLT:,25C&;-^I(2+].8.SB&19&>B M"K2JYHCTP2Z@`J.VP`80.<4U'.$[VZ^*/*Y)4C(542B3RY+,U:2#1=19,7$6D)3"``?BDG=%W#! MME\R'E!I%#F,EW'9G5V+JU<1@7$\T:>/C,CNXM4K"_;1C?[/JS[9*'/.*1;U MV3[1*T<*`R1`RIA$A>HJ.;:W2KR_[]6S8VDXWS$777/F+,DW?&]`);:+3I## MD_1W%PS"XQ<]LL:PQ]D[;&+MC9H9HNLNE/NJ;'H%/&&))*&FHI)\I>>*V+R- MG`<#YH_G85<8^]R;4]@[31;78\.X&F-'(@=4Y0$Q0[C%U&3EO^5]_P`+*,G[L'Q=0Z:RTA"[/HI(0+= MF$P9U"[1(E@4SK2AC8MI(E12(G(*G5:F+ED)/UXE**CE MVEZ;#W;'BIEE)E.*C-II$]\69I-`JB*7 MJ+@8_0"#T-T4( M2=H=N65:B&46ZR.G*S[^:6;"8GV:@\1;(F]9TH@B50Y%'+M+LC#W3WBW>.JZ MS6/L9'.K2YD&$.U=XA8KOEI&)AHRP23-:+B;I)2C8K6*FFB@.CH%8KF7$B*Z MJB+@J*CE&>+/,7[ASQM3+M2*87>[*3WWZN.-F4`I`UM&2E[ACIO'O;_'Q"BM MS+&/6=.CY-)R\?`X!@*`B=%97IQ1RCNX]E[B;QV/IJ,KB3W,R,_+7B:QNUB7 MV/8V.=I72M5Y>VV.(D`?6UNE%(0-:0^==OG)DHY)$Z8"OWJ$*91RAS5;]P+H M';)9A!0Q\RFF)*'8SK=A)T:!@%DX^2DI>)9E?'G[K&(1IH` MFN=(J*R*BBCE#UW7N#_'\TI=9OJB6P!X"W1ZTG"BAAJ27D#H)V1]4D6;Z/2E MC.(NP2,XQ[6D0Y!*7=M5DGB+4[)0KCBCE#$%Q]T5XHL?G<%N-PS7!I)B<6;Y M;#09@+*U3<%H85%41`<"L%^U9`Q2K)*"UOZX)G3,<`^MT M`W7ZHCT'HHYPZF'O!?$4*0K@CM4*`"4!5#"$:9,HF[A*!C!?Q`@F`@].O3J` M#TXHY='?(7W7/C!LT=+3%8KNUUBBJ_5CW&?D8K#==5:0\(B_CXMT+I5;)*`+ M2;-]+-2*L6_K/2@N4X)"0#F*HY1&;WV_NHO&T[N4QCUM1MNEKG7U7Z$W"!AR MIE&-7BVH/7R"\HIE(D&=9%L(&`J;HYE1,4J?>8Q2BHY0SK3?<$ZH9!9R,A3\ M"[@R[2)E7L'(*JT7#,*9O*QKIPR>M`0L.>XEPX!!TT4)ZJ1#HG[>XAS%$IA4 MQ(XBHY0Q/&^XSA)Q M_8(:#\<^W;^_-7OIC MR,M*V4-^]L,;V2IST*SEZBS\9E*0I#2T#LM/L9YO+2M5=-7: M#0'#B"`QG4@H1$R")JES'7Z,]>+SSU;QYB\@>!=4+%?'6UV*\_6%A#7&Z9:P MAA?"^0<,JQE?RY.N_N'&ZX9`FH.S1TW'T3YIZYFT7'R*+=,Q"I)NDSJR87;N MFZF5Z/D=#@.!50QDGJL[]T3G5&"B\OCNW&4%28R!-2IJ>I@`NLI]2,#Q%;C: MD@8'%V0R\?(4FR4=K]C=F$25PF"IO4%(UZ,1\O7[+5_(VH?6`?I`>OX>1M_1*!@$ MI@`2F`0,40`0$!^`@(#\!`>O`\2C9NJ!`5015!,.A`42(<"`/3J!`,4>T!Z! M]'ZG`\7R#'_233_4R/\`VG`?(,?])-/]3(_]IP'R#'_233_4R/\`VG`?(,?] M)-/]3(_]IP'R#'_233_4R/\`VG`B!\YL)`S/CTN=6E6D$:+N&8M;*P_93CE" M&KDLA(9XH*I8JQS);70W,5$/5VQ"F61F&*@*@F43*$,=%6QFSO\`BWBTICV( MZ;:DG.R9F4'63`PF.+9D)A,;%E4$X]6R"3?J8WT^F4I!_``!T#D6,H;#N:G5 MGJ*K=Y6J^[;KO#2"Z#F&CET5GYB>F9\JDJV,11X8GU15$!.(?#KPKB@QKCH# MBH%!I0*&$1$X56"`XB(=!$3?(=1$0'@/R;8Z^'^\&E?5'N#_`'JP7P'H`=0_ M8'P'H`?YG`_@XTQP/0!Q_21``Z``U2"'H'Q^`?L#X!\>!X%L5XP<>F"^.*$O MZ(K"CZU/KRGI"X04;+BGWQQO3%=LL=,_3IW$,)1Z@(AP.@?FI:N?HVX#_>=Q MY^YWA*AR+/6O72.07:Q^`L*,6SI5%=RW9XKHK5!PLV*J5NLNDA!$3550*N<" M&,`B4#FZ=.H\+4/:3UXP`D0J:6#"H>0-?L#`("&$L M1`("`@(8VIO4!#X@(?["_2`\%0[*&,L;!]&/J.'PZ?"IP(?#Z.G^@/HZ<*?D MQQM_@]H_]R<#_K#@?T,9XW*(&+CZD%$/H$*I`@(?UA!AUX%?3R6U:)A?)[XS M&U3J-PC=99:HX26!:4:VRW1 MC''TBW2O\$[K=CIZ]+D7<(U.[D!C6>M\>NQ;O5UC+$13,CZ(&`@`4 MH=O(W7C!B/8#3K&>#J_B^XPEN*YTP"(@8O\`O>^!@$?IY%J'\_-9UB_1RP/]!R_WH^`'Z?$/P\%0_/YJNK_0Q?S; M\"]ING<7\C^/>ANTPG+W!]W>@]IS"(?J"/7@J`=5M8!#M'7#`HE[2$[1P_CW MIV)CU3)T^[O3M3']:'T!^#@J'\_-4U>Z"7\V[`G:)2D$OY'L>=!(4W>4HA]W M>@E*;X@'T`/!4/>_-GUP^291OYOV$OLZ.?.92/C_`,E-$^282;TC--Y(LFOV M#Z#5\[)'-RJK$*510$$P,(]A>@J$$O@AQG@[).+O(!&36/\`&=_C*YY/MF$% MV%AQ_%RC6#N+5K56,VC\E949=H669MCD;?-LBMT%V8)=J1!]0!LL[(PF]4\4 MMKEKW/5B*I,Y@C#4U3())NA"5&6Q?2)&L0Z#-=NZ:(Q4`\@UHJ/2:N6B2B94 M4B`0Z1#%Z"4!"-5#(2E.J*KTLDK5JXI(E0E&I7ZD'&'>E;3:S9Q--BNC-17! M"779HG=$[NUP=(@J`82E$"N25AXE=/T5HN.61'IU259-E$Q[0$"_4.D)?@`_ M#X<#H"6$<+HQAX5'$.+TH=0S(16[$D_52C8]DW9)J]B M!"]P$`>A"A^`."GO)U.JHJOETJU7TEI-PF[DEDX:.(K(.TDF:"3I\H5L!W;A M-&.;D*=03&`J"8`/0A>@>V>"A%!`5(:*4$``H">/:&$"@'0``3(CT``#@?P( M&#`!`(6)`!*)!`(YF`"03=PE$/1^)1,'7I]'7@#0$$;M[H6(-VE`A>Z-9CVD M+^M*7JC\"AU^`?1P/S]WH#_P'#_[F,O^\<#]#`P1@(4T+$F*0!*0HQS,0(`F M$P@0!1Z%`3"(_#\(\"OQFC5&P;F>0C;/7JQ[_P"\NJK>B5'7//6'\2:O7VDX MPK4OB^WT.5QE9KJC,R6-[78I(!RU2)AK(1Z4BVCD7'RS@S,RZP.!K$Q\"^!G!&(MHL4[B9'VRWQVOSO@LRR>(;/LMGIAY^SY7ZQ5,/MO*%\DY&"-@V6UL5U@P.PK=+J\,G*.;$ED5K?%XA\Y>*LFR`M$7"0+'Z ME*:L]?7[+3G(T-OSB=4G[U&-;/';XD?"[`4*:D7C="/>QCX1C M6$H#^O-](Q8RALWPIP'`.".10?#9$;;KG(2QU9=W'0[F!6VC29U]-%J6VQK*9F(^7*^7^4&'E%3 M(C\P!VQ&IE.6,F-WRA9,Y&S@.!\W_P`^.P%(Q[YT9&DO,2XXCK=)LM8%'.S; M^%DK;D/&L1]E4F=CIZI4^16DZ?(2M3)"N1.1S'NR2+94J'H$$%1<:C)RWS^S MZ'-1NE4"L5=!U=ZH^?\`V)'-5W",G$,"O9!E$"M(G1C2K(_)F*5@X6.W`A!; MII'`2E!,W3+JU(WOO$&PI.OWR>2(>L&>;R:4P;ERUC6-M>2GV]GREHM*@W:D M92QX9SE)+_+1S]SZIT/EV3I?UDTR*J(^ MD@HIZI$E1*DJ=/MZ@4P@4PAT'X<"AS/>>K?:JT+:!X_MV78VPXRB=1:?BK+. M1L3Z[5765"T[%59]-&ROF"S,,2&NRD-;GP+'K-4Y$B)!+\>IA`.GQXHY0V)QWD6EY8I\1?L>SS>RU&=- M)$BYEL@]:IN5(>6?04HB9K(MF;YLXCYB,<-E4U4B'(JD8!#X<*[KP'`T!W!P M%E5W=\:[B:KL:N^VAP'!VBKKT6TNA@X#93`ML,TE+QKS-VY%-92H3#B?AV$_ M4I=9)=E'V>-03>$+'O'JI"3?3-E#6W=77K:A6Q0&,[BM'93HA$2Y2P'D.*?8 M^S[B9XJ#L9`C?DQ12>$6,`M MU3IF*)#'(>PQNS75>1LX#@.`X#@.`X$.GG8FHJM>/FTV2;-$EC:[E[!$\K]N M]AHE1Q#Y-@9"-;O$CU2]"Y*[DVZ*1$4X>1775.5-%(5C$,6QFQO^+>C1T5QT MJU`%RGZ+D=7-?Q<)=KLOI+CB>I>JGVOQ%\7L4ZAT6_'!T^O];KR-1E#:/A3@ M.`X#@.!@W.>RV"=:(JK36=LF5W&L;=[,%.J2\\=X8\_9?LB3GU(N.:Q[1Z[6 M5;PD*Z=+'],$D4$#'4,4/I%UFP_6O(GI-;&<(]BMBJ$V)8(!O98UM8E)>GR@ M13I<6Z024-;8J$EH24*L42J,'J+=^E_GT2AQ281HF+MTJ5!JT*HX]0Y@*4!$0#BCE#-^-LIXVS'5DK MOB>^5/(]/7DIB&3LM+GHVQPHS%=DW,+/Q!I"+<.6ZZQP) M4[&CZ\!9\N^/>NOV[)_(1SMU!S*M(CY)`S]@LS?L'2Y7*Y`4;*E.1,2F*2#'N&8?'=LCL0ETBS!D]JR89-S,S90N2BYTQU3 M73V)G6MW26C'ECI=_F&C]HFX*1ZU75$Z9A.L<\;J+9%\4^"<2/<(WNU2V,J% M:'=3WA?O@8:1'58C&.7=*%>MDV9` M*80*4YDFVJ]4QG(T_ABE.4Q3%`Q3`)3%,`"4Q1#H)3`/4!`0'XAP->W.HVJ+ MQ,R+O6+7ITD?Y7O21C9(BAA,"Z*A% M0$>O=UX*AL#PIP'`K_\`M_#(&QUY!@0M4Y:A3\EVS";C[<63QL;,[B M9:I&4<`Y1GL>M:E3*+%S4;2\J2N,[/&[AYAQ\URG?M@, M(ZO2V6,Q7W*2\"QM9H>`"::PP7 M(&Q%2LVY`*EVE+VE`1C<98ME^%.`X&LN>M-=8-G%F4CFW#-2N-FB6+F-@<@- MR2-2RI6&+Q!RVK%$8V5:CT5/\?K#U),1.:O5D:RW763 MW!&@FH.$=A*^/1]NQ8O$,?Y/M%NM5]9.4,<1" M[B1!ZHP@EV#<#D!P]3-R]&2)?9R/D'S_+5TJ5OPCJNR@\-V;H^=QC.I4$R13LFW4JB!R%$J+Z#S`3&6_^@%2/C'$M]_+GC:+QF6S9(J?WCM.(A:[ M;X8N8W["\K\\S^YF1%BUT8U21[%^L6\<(]G0XCRPQN7B^1LX#@5\_/3E7/=4 MB-5<;8)S'FW"SR\GW+R789?7NRA558<.92LM_P`SZD/,S7*NYE<7")BZO3X6/D)JPS+\C8C)JCZB@UF+ MK&9MM/A?R-Y/L^WU6H>QN^VU>O\`FO#MDRC9O(!C!#+>!;_@/"2.*XFSGKU6 MQ+0,VV=RO&2D12BR]_G0I0^`1J,FSW"G`0K^NQA] M>]A9"PPT'<(2W.HJG63->:MBSZHPT%&UT;]/M7R5G?E%2-I:K+N44;5B)PS2 M$:V6?&+[7;'Z^3=M;&WEHO>+7"UXXC,V[UQ`Y88:YTJP8(FKM(7ZG5W/-OC* M70K3>:;99J)IDNZD7E5K^M486/S):).7LAVA"5K"\N,"6,^:^V21N;LG/F;IU(HUN4%[I&(;+/$VY5!=J>@@%Z,3'[0L2O6/,WZ9R5C0&-OK*Z@[E7WU@W0O\`/OF%ULXV MMR=S8:509\CNL/Q32!ACU9I)I%@(_M`S",(DB<`4*<`LL;,D^W(V.8[M,*$KZS86A"J-Q*KZX$*%Z.<_P#](GQU6\.1T.`X%2#5?99C8?K0=ING+8)LS?+\_B*T8'?9E^QWD94J_=(BRP.=\/6/"60("?AYQ5DLD5 MQ3K.Y^4=LW;9TSCCENZV&%)/%D]/W2LVV&Q)* MUO-4G>[L\P&:H[*60'[B%9-X]BM+R+I]$-2G29N443^D6VQPKJV` M2\"6NJ%EK=H;1V"(Y6NTZM4%:KP.O$Q6\8W.J4UZYDJG%91Q+`9TCL;96+`2 M3GYE%2Q1DDH=TFFLJ914@'XMKC"3C4G660UGA\UI3E^;9%LN<-@KQGNQS;"H M)T6*8O;7`4VJ1U=B:TE/V1%DQ@:W16#<#D<@5=0IU`33[NP(L13;/A4,_G.M M`533^D/E#+@U<[)XJ:/DB6P*6T=LTXVYR2S*2GCVFBMVC1V$PQOR2':?LD8W4K5V.;E;$;L-=<),D",TQ19D1:XTK*"16J(N'8I M-BD3`"%]57M+T#O-](QJ,FQ7"G`_ZX MX'O,0Y1*W<1=PQ#CZRQR[*I.-JC7Z M-48Q>3>+2$DM'UNL1\7#,E9!^Y477,FB455E#'-U,81$M5D[YP'`U_R]M'@K M!DW7JED*])(7^WMG[RG8NJD'9,BY9M[2+:NGC]W5\68^A[/?YUFU19J=Z[>. M40*1W5S->.]>\UML042.H4?8K_`)1Q79L7%@9& MIY#OL[)+LX3(:;9"FUN!N:>R5BL6MV/Z[EQY9/L>EX8R4$7K^ZJEYB(,C1T]F M#Q]7:`V=JD.@"1SJ&(18QBG3U&3CNG]IA8A\<6R%`UOQ39]8<^[HXC^_N.M< M-\*-GF-LV::1`Q-PVZ9[Z[#,9>[FC+),1DK)Y+R;$O5)`%3`H[?1;EH?M$IB M":-1,8Q>OU2'^V39O([PFZ:1\@U*DQ65^QH"TQ:B;QI!B!!@4S_)]H>D' M++.Q8DY&S@.`X#@.`X#@.`X#@.`X%/W;)FY'W<.ADB6P0+!F35B#CU*X\374 ML5F-JO M8@D%&"V5HH*]F=!G2ZM9)&9QQ7-G<"V^GQ[>>M$')K4M-&\12BPNXQW%K*J% M(DY7,B8A.6'/?G"[7R.AP'`3X>%>193XZ,2\=LQ6):09K!&&3<&;+J!ZB)!.J2QFQO^*1+2V0 M<2VG.ILJ\,H9W)ZT8(D'1EC$.L9P\Q;57*YE3IKN4S*"JH/<)5%`$?H,8/B, M:C)LOPIP'`TS%J;^.=2%7 MH4#!MFLGE'.E_!$44AI.'JN\([%F99`\Y-NHR'2424D062)/;-S.N6IF--=B MSEI9@]R!G7(36.4S1L3>CFF6ZEU*_>Z^@*#=JW"VJDWC:#Q_5FXU6=CVTC M`V>O6&D8.C9V&G(UPF=M(QTNP<'1<)*E,55,XE,`@/-1DX[HCGZ_A<*EO#WH M2/D6Q^R;^./6PNOR&F^6IN2DF^O=/)1SYS/G'"S>O?:\FE"A&.+LA2"R9XXB M_5TDT.\.B(%,MR.E5.&3;;Q*U^%I>`<[4"JQZ$'2\?;_`&_]/I-:8@8D55ZM M%;69./'0,.W,8_RD8S.Y4%-,!Z%$YOU>)-N7K*47D:.`X#@>%PX;LVZ[MVNB MU:M457#ERX5(@W;MT"&567765,5-%%%,HF,8P@4I0$1'IP(RBX\0\ET4YM.5 M)9POH;)OGB.-,+5R1LE<'9UC7YY=DWRMFV?8*0,Q+89L;F+.XK5-;'^QY^(5 M0E)=1^DZ;,&=R\V:Y9Y-0_<&4&NUGQ2N:ACFIUNJ,JCL=I&SQS7ZS',ZG!U- MX&U.*(B+1K;6!2CFU911;R2J!#,RH^BDL?L[>O(LQ@Q_["2M.V,98H&44:H]@?+LI%!=)190H'036;AW`KVC>C$Q^UK?/(V1;\\5#EEYP"%6369BHNN5$5 M1]0"&L,;LUU7D;.`X#@.`X#@.!"WY[DF3K0!:/=1YIAU([&:Q-(:%*0KD929 M#,=9^/]6=7 M*5>MKL;U.VP^"\*4E>#MQ[-7)N2M<5BJE?/PT+'V.!C9.R2:?V@U$4V:2ZHF M>-P$.YPB!U+&Z*BV:(WS-^*677!",\@&KCTO2-!9\CE2O&AV2\P!_LF/DYP7 M`0T5+29TCD09N5TG:JB2A"IB=,X%BW#FS>7CQ?I-Y)VYWSU=8H0K>+=S1I++ ME5C#0K.=%+[!>3"4@^;*Q;.?(X2.P5<%33?)+)J("H10AC"X<+_+.^)C^<_4 M=(L'RN=J`FR?*L11!\DS='FBH.E&0N4P6*0QA3]0O=T[@ZBX>I_+.^)C^<H-W)#VLHIJJ-5BG`OT]H_'@N-4<>:]X\:X^W&?YQQXCA_9BNQNL5;QI2Y>E M[QZ7TH*_-3F5+/9LLPJ-=R]FFD.6TG.,H6FKJO"'!FZ;1A4Q6%9$B(U)F+MR M(^8R4^7CURZF,%%)1==%DR)Y"_&%\VN5!1)`KA$3;<%9.D'#HYD2`@LJJ"J) MRG(3Z@G48(S)LY<)'%N4U7+'% MCQLPJ-Y:S[+[/JJZ32Z`J;LX(F(SU;RF]P;X?TX\LLIN+&IQ9ZM]^2R M*N&-C$V)J7]X/NF6VE='Q`5`U;5M'^QR;X#?+*/OQ!3BI]7BEY0_2GN"O$$C M(V6'5W#CDI6F1*L]<(U3"^QA'U5A$%8]!>7L34V(`6A8U%>6:IF7]%G M::B39L=8"F[``5'*)P3(QD:PAHV/AXIFA'Q<2Q:1L:P:IE2:L6#%!-JS9MDB M]"I(-FZ12$*'P*4H!R-(9?<#5][.^,?)CIO!6&P1U-S)JEDBVMJY79:SNHZ@ M8ZV;Q1<<@V21CH-%U*(U^JTN'?24@Y225^69M5%!+V@(A89W34(G_;[[NZIZ M]8)V7BLS9DJE-F\L;CY`O^*6)\?V6%GK=BNSXPA\DUM\6+@JFK(S[F+@XB?D M7[UP51XFR;G=OA2*Q@S88\7BCE`;S)Z!F8-I M5G?,WRL8^BS3#&1B=+]U)!@^8F;MW3%1D];Z^&:NOM=%R060D.8KKN#TQ'J' M51RAA,_N%?%DBG*_-Y>S#'O8.6)796&D-0-N&R$LC.*UZ)CX\3X,%BN^M_,><72N+F;'$MZCNC.HU^*7D6TY":'[9KP= MH<(KLT2PE6=/<3L'$A+N2.Q43!5%NW%-!7JJ4Q0*:TG*&+HCW"^CMA/,IP&* MM^)P]=G'M7L!(?1'8F3/!6:,2:KR5=F2LJ>L,9.QZ+Y$Z[1?L<)%6()B`!R] M8MO5F_63I5N?U"E<)FFZ_$M!0%1/L[A5#J M8?A]`B%I.4.C1_N7=#922G(=EA;R!N):MR;6+GHQOIED=W(0ZK^,0F8U658L MUG+J+))Q+I%RW2C#K,P:A-@50$O1<*-P4./>F8Z(@J*CE'BF/)7W7?B M<@DF[J=?;/PC`ZD>V?R,OK=<8UG"R$HPEG["-DS.W"2PO700CE-,&Q'!%#HG M,4QDDU%"*.5Y(C;WY+<$^0?W"WC7M.N6?'*UHL%;4 MV4R`C&O(J46,BHC7XO(,9)M%%R%%0ZI_3$>T.YT9SWW"^/R.AP'`J1XLRGMF MX]SCDW$3NS3*NC2%DO%VJL`+&D%K)MBR:18Y@K9\O/,&Z]N?66,K?0SB+7>B M#)HZ1<*-$`(-GCJ"N-R;5IYC2 M@9\DDU(XBE#@,QYLLJK M?+0HY^T/6Z5$MU`6?6";<1<&R2^*KLIC$*8DS$>://:;'7D!\BN!*I76VKN, MM5QK^;<:Y>@(K.6S:TA=+%4JVVFSNZS=ZSBK`V4ZK3+&];3!47C$TE98Q-8A MDC_/-S&$U28F8>QC;V]?BL88BQI4LN:9XEOU^K]*IC&]6MS-Y$D!L%YB:NRB M[--LGZ]CBG*4;+3)7+E-!-LR;`*W>#9(WU2K(VQ#LP^WC\+IBF+^8!B`"F`0 M'MEH@'41Y;3C#K*_MM/"8X9KLC:(TE--P"8'60 MR)FUN\+Z7K]HH/$$02E(.D<4)"B82$'-&PXD()NG<)2CEGM*)N@=>GT] M.+.,=_>7Y_HR/A!_0@B/WY=AOX6.+.,=_>3^C(^$']""(_?EV&_A8XLXQW]Y M/Z,CX0?T((C]^78;^%CBSC'?WD_HR/A!_0@B/WY=AOX6.+.,=_>72Y/VL'A' MD5"*%U2G8WLF7XV9MA1,;M*`=QA_*P`"8W3J/\`5Y;3C'?WE^@] MLGX0PZ]-(HD.H=#=,S[#!W!U`>ANF6?B'4.O0?PAR6O&._O+ET/;9>&%LI!K M-]/CH*U=8KBLG3SULH4:XN20-+%6@.F8.D,I]JG,Z$6X)]7!A4'J<1-RVG&. M_O+.>*O"/XTL)Y%J&5L:Z_RM>NU&R)#98K;\&Z)N0?W`F^'C2Q)NE! MP>*WE8VCV);.;Y@]KDZN569VRJ&,9N[1D758C)M!L/WQK\7D-E%-I)U8U&B: M46*HQ@>N*!*YQ&,Q$]5G.E>"SQ45RE4RM6/1S6Z[SM9I59J4K<9C&,4$I9UH M&$8Q#J6?$46=F1-,+-#+J(>JH0IE!#J;Z1EMU#Q2_@5\/TV19)YH9AANV==" MNV,,-PKD<]33<"Z:(/HVOVF,8/6T8J/["253.FQ)]1N"9/J\6<8>@AX!?#XU M:+1[;1O&Z#!RI&JN&*5FRD1FNI#*.%H<5FP7T$%`BEG:IVP"400.J82=HF$1 M6<8>BK[?+PU+KO'*VA>*57,B=52074G,EF6?F77!TN+U0;R)W?K.2@H8%!,! MC@!A^(`/%G&'C4]O9X95BIE7T'Q,N5(O8D5>:R2L5(G>=3L3*K>3%(7U%#&Z M!T#N,(_2(];:<8>4?;Y>&L5OF!T-Q8+D%DG(.1G\FBX^90^"#GUQO8J_,-P' MHFIU[R!^M$.2UXPS9A?P^>,K7>PUBW88TSPY0K53+(RM]8LL9&2KN>B;)&O4 M9&.E49:7EY%^JO'O6R:B`*J'31,0.PH=."HSZI)N%=.R'C^GY7H=RQCD*$0L MM%R!69JG7"O.EWC5O-5NQ1[B*F8M9S'.6<@V(]8.CIBH@LDL3NZD.4P`(!'4 M[\*GBP>0C6`/I9B9LS9&<&:O(TUKB+"B#R#&KNT2VR*LC.TBU=5?'BR2!NRP=8V2`&.<$6>P6RK5(IU#"910J;?,*9" MJ',/43`'41^/T\MRG#:Y%3Q`^,U9(Z+C37#CM-9,Z3@'L7*/3.R*$$BWSJCN M664>F'KQB@V(R#2K"`,DDT44F05]T#-)% MOV`W12:A(?+IHMP3+Z92E`I.T.T`Z!Q)]PHY6ED!;_/>B+\KTA5@6Z>J"Q0/W=X`/%R< M=NCV4?#[XR&Q!3;:784;)F567%-O!/4$Q7+DX[='E'Q">,\?A^9KAOX_P#BF1_;3BY..W1Z4QX=?&/.R9YA]IOB M9)^JW8MUSQ*%@K[=R$$OQ5UJ0JTI':68KTBWI'3>T6F8;3$4+- MD0$F#TCA@W4$ZJ2)%5%#G7)PVZ,K%\6GCG)%V^')I9KL1C>SU\]G[,:5\CQZ M-6CXR+@BLY,K4).$38Q\0W2$C%9L54I!]0#B=032UXQH[`P\;?C_`(R.G(IG MIEK21C8Y$96736P[1W:J[X0;%]5NZ=PR[N.3_8:8@DV.BD`@(]O4QA%9QC1V M!WH#H@_5!=_I3J2^7*04RK/-<,.NE2IB83BF51>FJ'*GW"(]H#TZCP5#L51T MQT]Q_982Z4/5'6NDW"M/5).N6NHX+Q?6[+7Y)5NNT5D(2"KSBS3,K2 M4,CO-+<1PELLE;CWLCS#1D@#_`-)NW,L`))!TO1S_`-UUSD=# M@.`X#@4S_-W<]R<<>;+1&ZZM7G)N-,=)8AUEIVVMXI*SQ.HP^&\B[SR%/BVN M5"MD729JY.V.2%@V$4C*^NY.1,Q2J*=;&3$_+NN8*D$#)@/"3A#EM3M6ZYK!0'D:>=DLD9@O\BG<\_9VM12+7O-.3G35) M&3LLZ['O480$80@,:_"I'^1@(5!!DV+VIF.H(BO-M-PIP'`%F'^%=2,(ZW9:V@F(FT5N"+7\7N-Z'$=%+/XJP6:N&M;> M0M35!--LB#A-NN0CAQZ"*8KDL.>Z:F_'BZ2Z37NFO&Q7ET$9:J[/H$<..1]TIH MB23&+E<-[41JCJ3)!0;M"`PC.QDU-.)!>,8($E8#.?-57;>J[.$(V=E92";Z@8UB7 M,4X4>5N.1"5;2V9&*T,N3=%ZR2SH=U$'=UZ8;*(B\*@55=3Y8@BZ(=$ MJEY/"]]U%XQHR9K\+(Q^Q"*MFWMW-?9&.H/4;;O#+^ M2@((N0(R>LGWP/G+-$LP&M6:AJ-3QB%5DI61.Z:)M6YC/V1EU0/[[TL>G2WU<>O7I_L_$_' MIW]>G[+_``>F;_L1_4X`UXI1![36^KE-\/JFL$2`_6'M+\!=@/Q'X!_5X'Z& MZTT/B-MK(=0ZAUGHH/A^K_HOZ.!_372G%#J:V5HH=O?U-.Q8!V#UZ'^+K]:/ M:/Q^CX<#L2:B:R9%4CD525(51-1,Q3IJ)G*!B'(3^0(2&*<`UXFRB)3`8`,3&NJ93E$0$>ABF#H(?2`_#EG*&-OSW>B[= MR-G`IS`0@=3"` M=3',`!^J(].!ZSR081Y`5?OF;%,>H@H\JE(\;&,FR*H=(SM0H*")&I54C%%0?J`8HAUZ@/`Y#J' M3KU^'T]?P=/U>O`J;ZY4+;%#W-FS=ME%,D,]')&!R--8X:R5F(_P_*9_B\!Z MRU+)#VGUE_,.$H>^)L98$I-RQ:(.5DD#IG,=(BP%O1B(_:5LCD;.`X#@.!0@ M]TCK1/[!^2O5.9CIJH-JYBO7W`"UXK$E>TZED6Z065MUY/%C>,Q%"H'2G+A9 M6SC"OU4VDF)#/6"IBKMU$UTTU2+EJ- MNV&#[GXGM7]/LQ:#7_3C#67ZQ8&.YU0AL@R\'F78[)D-#XF=89SM)V=[=(&Z MY(N-5AZK*VJ/B4GTBJR2[WKE!(5BBX$#K3C$56J>IW#Q+\B*3Z+CGJ3=RS>- MTW;)LY(@\CW";Q@[1(LD\VV^MFLSX:SF MO`,YF%O9<$Y2SQ>EHBJ86DZW!83UBL./AL\Y?GV7KY1F#QI5[#EV-<1;%`'Z MP+++K))IF(8QB3,0T_E]M=#F&.H38F9\,QA MC+Q=8+O.1+M6&]JB*#26OB(L-NM=+=L6]F;65C7(7:MU*S-77C%$I`KPB2C4 M4!*OW=O0W&)^MU6/HUMV"Q#I/N+A?Q[9UUTH-8T:PSL/M-D37K(-HJFM&KL% MDEG;UX3.>*\;UR\0$IC3+6/9N*'9_&;".135769+J2#=5)G_N8>.?X=>G7I_P"ZU\.O0/\`,XLX^3]M_;<8TEYFOK9& MW,S+;*S"S/VZX@:QKQHSBJ6D7B<),PC4H72B:TQ]A9()MYI7O3(BVL0P,\<@1('#L6K0GJ M'[2]Y^H]`Z].1IV3@.`X#@.`X#@1&^:"SP];U;QBC89<\'!VS;G6RCR#]2N. M;?%&4M-V-&Q$9.UEA4KQ)3,7.SQVC$$6\8Y4^9(;M<5[LVP-M?,T"G2;JO5VMO&E>M&O^O.:I.-=,:O'1<8LJC>B"B@*_6Z``%*DVZ)VN1I7$I7BNQIN]D?;?8R_W6[TC[Z;]7&?JR<#B+4U_# MW*MZUSF/J/5)=C.WG`=]R2A`O[[B%T1XJQL;).?005562`'SD5K;'&)Q[M7M MV=/O%=X^W=01V^V\S9C]OFM&"I\?8W.NV%KA`0JD`;'BT=.RUEHVJLFUI#F2 M;8)BVXF0[Q6[9:]`I1Y,UV>:T6%:0Q&Z M2C)\8C1+'\<^!VWQZ[9K)2$@1(1CI)BF0?75*I+EJ-NWQ'_B0VP^V[U78,;! M,T#(=_@K,E+SN0:O!L:+KQ%4G\H:U9J$3&_:$#'89;)FK3M]C^,6>LDU$@74 M6>G`Y#NCF!;7"/%)8O&Q,L9WQZZ/O8]191)MJC@.#<@Y251E<7X?RMDM!H5^OCO&UZO2+$WZUZ MK4JO*3Z;0W4Z0=K@\>!!^L7Z?I#Z>"7$91JLEW"@N/K' MTYU5SUQ?1NILPZL-0JD^](BF\G*W!3#M-L4Y&Y'4E%M7JY&Y%%%5"(E56$"` M8YA`O3J(C\>9=6J?D6S,;7S13:[+Z*4@L^J&$+T,.2*G25B3^\$]$+5FN*1] MA.(##O49V:;G27)U53.4!3`5.T!).2!.Z>W%R6VDGN1Y/S8^0^I5R+L1[G:X MMGK1\:[`3]AM# MI6^TW&MEDL8MG41,6Y"#>?7 M+1#0S-.3JI#:_P#N2]Z,UW9M;*RE%U%OGMW?J])SSUVX=U^`M4)(1RM?D8ZQ MK1"R/R+\Q49`A%$>A^HEY&\)P^R8Z9\7MBU3;XDS?6O(AY#[8IB/87!5UN%( ML6;FGY)[]39+(>(Z'D&O9"HD)6HQL\QPPJ+62F3LDEB>F]>/G*YW!53$!:<: MQN4_/(VC8\LF2K3CG32=CZF]CXEWFO+^N6KTS//PE?5K=.VBSQC[`UULD*I# MO&3I"S0=6O[MS&*&%5NF^32,LBLD!TS$G)I?[A`LI MMR3[\C1P'`3:1CL5#)`UD'+)=%FX%4I%3) M@@Y.4WK MP,VF,<.988RM?L$'3HQA29U..N3%LN$7Z+@$161.GT242_M MB/&S-11HMW-[4H@M/QUB>2$;GIU%2KQS'LRQYF!GL=6FQF,(_:`(.&;0&R!E M3BL0I%^BH+7C#A%O:V>-1Q%+1:]GVR4,ZD6T@\DASFV+(N@9)/6[.,,J2DE0 M:P)6S\Y7#%NFBUD3E36?$I*J265<:2KU9G())INHM>1D,)N'[B%.9 M/U2LCJ&:)KG.J5,%%%#&6<(=X@O:V^-J%3B#JW7U3*<:24^=-'5JN,EGS]7 ML[6;5(RJHD(`CR-7&J/'8[R.ZSY:V,\=F"M3F.36-O%+G,NFK'*ND6R@=QTR&+4F;JM4X?(TKF^< M%C`F[:%`J*H]2A88W7?I*K-<<*;72%CH+@^JWD`SAA9G^7:*/J_ ML_KUNEG6(PO#V)I2ZU49''^=,H8!LD\[G\SUNG"G<7D35()S7(M^X8UPL:]< MJRQ*QCTB?Y;1ZVX=S)@3;JE;%4[&_D0P]&3NQ&/,CYSN^']5-RX=E-X\CX4E MNOFO./M(WFN,A`4?!4A>'KNKQ:\AD*P-X:K-FBB,0H[$P)EZW4TLH>/C3Y7. M?AII&M^>JED?#$W;[OL#D"#2L%;E*-EK$MI/NEEG-V"LFQU>M;%K,5RWU*4" M!LD:B_;D,84TBKIBFHV/UINIK3NBWFK/7M5-L7%7PUO?%PKU27QBLX M?1U6SE$02CI#\LNM,_-,V$=DJ@VN-8_:;F-CUG4Q4US+QTJBDJT%9:+$])S2 M"<*)/&V9R617=/!!%,B/ M>8ZH]H`)OAP7"*+W%LO/1.AF-S5>-:2MC>;VZ.MX%JZ>O8LYIIKGZKS$01I, M1ZB;R&7=R46DW,Z3`RB*"R@D#O[3`@W9/7\`ZD8MC#?-Q$IH)-7>_LX^63;2 M9YAN25?:DZC.YT$'RBBBOI?;:SCM1."9VH?B#)(F3%(EEG9U\V_^>=HIND9MI<-8JJV#<4X^Q!2T#HUC'54AZK%'6$3O'Q(MHFBYE MY-8QCJ.YB;>@H\>KG,91PZ744.8QC"(QI%EN78%J'Y&M:RPI0)ZY9(P))P!FT<#0*N^E+3#T:69*M1M9 MG-4>WXJ&R&1LM;3XIA)'+V%&.XV4,9Y9P=@JPX/RE3LUX%I;6Y[*4NF,,.T` M]A;FG296E8DJ]GB:4R7DRR%^575*DU8S)E[T-L2B]ZEDTC(JKIK-C$ M1/Z0^J00C>>I4Y(*-83YB4>0BKA)PG&)NZSE/9M?M\(! MJ7M"81`"AKKFP1$1^``&-+,(CU^CITY%G*7S;],,!9RQ%1-J=P;7%P4=B'(? M@[SYA&D(.YAXM,A>:CHQJ([L8S5838(RD.V,OV0RR+1\;9'"+LMOGD0=P!Y: M!1@4U572WM3*)B@8X@'4/IY%G)7?EM=<0U7VS=?R0RP=CJM9IK/BDQU?XB]1M#@ M*MDR,R+"X'K=IA;&A=8F/B[='6(+"V1<"[(\3<'4$1,<>XW6]6:O9?6D'6E> M4]J;]N-0*QFC5G$4,PV7VY&&WX@XUT>0-AA\YW@IUQ95:4;_`);+4L^5R'EV MC1D!)1,C#*1R$,@@@!55)!VX&LQ$77C-9:\@^%\*8DWB\)LWC7!F*ZG)2F]= M]A9!2ET"NU-RY9/-5\SBFZ>+U>+CG+LE?>))R215A.B1=H4Y@``$>1N8BTYF M0*1!9+HMQQW9RNCUZ\5F;JDU\@Y%E($C9Z.<1CM:/>E*:G@%&2(BAD$6%$BD^_<5('4,F5)JDN=1!N3T$4S&LIMR3J< MC1P'`',&0XJWL]0LMXLR(UUX?R-Z;RE.D M+]48_4"(RBI7<>HVE\M47_SK14KEZM$,#21TCB59C'^RSWR-G`X`URC\X>=?46SR65,)59OC:G>/EBIB3(=I6C\I9S;9(W9R#5G\+A.E$B7 MC>^.*JQ*=[/I+NV";2,,!^]0Q@)RQDY[OEX[K#>5/'1K1ECR<8K6M^"*,^Q7 M1-,\A6B.AX2R&IY(K,+S/..FL-8UZ?3[5`6!ZI(4TLNQ,_79+1J[3U62JA@$ M$!-3%SV9Y\5U:K<=B7/)(^O04>2I;Z[[4JJD8P\U[1<)%("A;FS/ZQA:P/29&0EZ;4I:7*D65E*Q`R,F M5!05D"R#V*:.7I451;M!52!RJ;M-Z27<'Q["_0$;=GX#@.`X%6;R!8CJ>P&T MGF/I@US$4CF:&\>6A<+A>U9+H[2XRU!>W#(NU3"E3X^ M[:/135-*Q3>3JKG#%CF8=8OT@R/:T4USK%/:5W7B)E M6&8:7A@6UER1.(W!8JUHLJ,>FT[F3@L?%B,<=&SF],KL#.^)30DMIK>#H"+5 M>:72+6ZRF27N172CYKAA^_;R$[3\EX%;4]1Y(J)=Y%7;UZ9B],FJD*RY$U01 MF;KXPQ5@G03=_"VMT%E+4JD7W*L=LIC?"F;KSKX3R.RN",.V#)F2Z)34KG>( M]Q2M;<89JKLS`5F@PS<\>ED)*,<-I#T_V<9%X,8Q=DU'Q M?IA.2,N[F9?$N,LD166OFI-PV9M7MLO%_B:74$K/>IU1GW.WJRDN[<)%2.N^ M55$Y$XW&6C?,3I7D8$5E'>#K1HK.O'<=7HUXZBT+UES6J#^J2;&T&^Q1@YI@Z:O&C]E-?-_+'052.FJ50 M2F`0$>$FJQR0C3E[\MK5H#QSTK4?.NO>O6=)&"JPHUF)B)[)+9;83(4YD_3O%&[>^;&9PCM/JA0]D&-(F)_!FO M.N]%C\E6%I2(G'4DRH&8,+9VV/HZ+,QFC1I(SU@8S31R919JY52472BWE>4M MIH7R[SU!LZ.#\`XLN-RQE7&TU"T2\8IT[HN'<,NI5C"VJS5>L-J_D;:NC.<5 MQ60VE1E3UR3GT8N-FF+!>9;C]CF3>'+$]&WNMV[MDW>A<&14G,TNY8&VQL>W M.NV1H".K3>#GH\,2T&S_`#\O1LL8OSG?ZK8JY;T&8G924:H(+QSU)PV724*! MA+$WZN8J7M[_`!DT9>JK5>@YXCT*2]KSZKPZ^W^T\O5XM6J/&4A76_W/F\N2 M-3?146ZCD#)L7+)9B8J0$.B8GU>2UXQH@U\>VG6JNV'DI\B6"LB#/SD09]L[ M:MJ.GE:GW;85#M3'*57J40$`$,VZ<8N^J6+A6)\OX0Q MCG:O,*YDVM%FT(.9;6:J33"2EZU<:-:V*+ALQMU`O%9?Q%OHUJ9MGBR*W.3_#M&SUBW-TE3,@T7$60+ M-84,,Y4J66L=T(,K)5>IWY&*A)^GMT5).1=3$T^;@`NW2ZOJ**BF!_;Z8UL^ M)=,,J4JT2#^16+N!G:WQ*[R(D8EN2$R.G5:U MZP_74305(?S+-5LUEK$_<3%KE46A4UI/T%%4#Q:QNCW.%F]J)NF;*9@L#[&-%OL)4;-3Z-.'1ADD@I@@FMV*]EC)SW?*^SO+F9$5(C\R=!`R MP)@;TR_0$EK;EZS]4O'"G`IAZF$1%9QAX MD?')IDW8R,8CAHB<;,,U(^5CRY`RE\E),%@.59F^:C=Q0=-5BJF`Z9RF*8#" M`@("/%G&$9ON&XM]0_&[C"EX@@QH,`U191\BJFBJ_8M$T@326,0IE4R@80`1ZZ6R0<"I M&5^"BVYG+Y^]%F1RX$B*)>H$3(=50>A2%,80`0^>MY#-^\J9(\E>>]X,99A3 M;5'Q];/:)X?QGA-M)62M065,;.;)89B3L>6<&OH1K>KM*P][O\RFQEW:<<2$ M4>@W9@HY.CUKG,XWT_R^@IB7-V,,XU^8LN,[*>;CZW8'E3M#63@K)3[%4[.P MCHR9=5^VU"Z0]>ME5F"PLVR?%;R#)LJHQ>MW!`,BLDSBF29^ M7F+/`VEH:-KT=#IN&KHYGZ*2VG''O;;35*L[F4'.E>BR4K<")S*_SWKH:NW3 M9YAF9?%636-W0RA,SEPNM'P/7\SF;O+UM)I%CG&FOE)SIJVYV'ROD;+5EGLAS6*] MUUWPSKG2\%W3&TG:=B8&IYC;XJM+6T8N<9/B(BD#<)]G`3K8DB^B&4[&UZ=4 M(DE),W**!$5&!6[LREC3Q(;M8>FU9.E9`UKD?DWLNYJ;F]Y%V9N:E&ELH5=U M4LL9'K$18&4G#*93B:4\/3JS*3!9E9E2A^RVZD:V`$`7!QW=FR.E?C]W*P?E MW#\OFB]8#GL88HN>=J(BF1NFY)WJI"H01D-;IJ+4J_#MY, M[%K]L5J;EC:&T4G$6/-\X'>S+6P5PL\E#S5=40+?9;*M#E\7P-2MMG?83JKW M+E@FFJL.^CV+ATY!VY40.1=!V-S8C]9N=7T(*O9Z]=JS7;G49J-LE3MT%$6> ML6*&=HOX>?KT]'MY6%FHI\W,=![&RD:[2705((D424*8!$!#D='.\#".?=B< M2ZQ413)>:9R>K=(;NS,WLY!X^R-D0D8*<<_E5GDPPQM4[?*0T.VCXQ915\Z0 M19(]H%.J4QB`8DS6;7&D^3O3#(]<86^C9!R#9*M*N(=O%6!AK;LV$/*A..GK M-@\C)%QAU!I(1!'$$SR"XLP]XZ,Q59_-/1)&Q+E( MH*';HD.*DC=$0V(RMY\*'B60RI39!*GV[,N*,@X1Q@&$JC"39;CE6WY/J%8L M=G98IGK-31[FDS,';6U2M45L$O7"$F6>9,A51Q+P\MA!,%EFA'L5-Q M,NWD&+I+N,V241NFZE./R-G`-F0R;AIAS)SE"-!$SD9 M!9"E3:J3(&Y$7!EQ=G("?8"9Q-W=.T>O01.2*'VX5795'PS:9QDT4T?39=R:XM9,ZB)8UQ6$TQ>D M<"<@("AW]Q>WJ!)R?-[LWF&SQ.8,GIFK[U;:8TN%ZVUEL>T#+KC<(OS.`$VD)E:XWB>80*4BG9U#2=0.A84D#2;)VB#9#3GC?5-GX,]T-CL MY;&X-@<[;R2V<80L<,SLS^ZX4O=/ MJ:\A<81_.5-V><30BY!RB5<_)*[9F978^1T.`X%672C7"0JON+]Y-L7>7<.S MK?/6,,Q8]8X-K5Q5E5>\XPO,&X.^;3?HLY%VHVRRD-#*2+.M5]VLFBHX3.X%/TD^Y4Y"C89WY)9\! MD13P5A8C=-)%`F)L)*LW6"FX1M"5M['6JTUV M-O\`+UR6L,1%+"_E*Y&OVR;=\"AX]V2@6,L9 M[,M&SCY*0K$UT5FO(_1*1/[K^6[*2=BPYD&4JWD8U(^QYB2N1'69*DUGK)3D M5GE.AV=`G(UUC>-2D7M;?K?>>'.FLU0(9L[,W$J8G.^WY6JJ$&+I?R(>23)> MQ-)ELW:826=ZBI2)FFT6U9FQ-0\YXXTSUU@LH2V<:OCMG:4YTMEH-WC8RJ.9 M6+?1\@L[`ZQ>LWDWYT(9%>[)[#VS7+'&2<.:`OL<8J98_J5_IMQQA M4+YL"\E+99[_`)2UXQ+?&,=8,>XK&C3D)"R12QU=CY&?CU56L+!$I?=;^8!QW%[U,7Y'1[?F&QC`5&\ZRJ`86I3B\3*(K#T4,4$ MC]!`HB8IP"]&(^7I]UUOD;.!"-N58,&PNW,FMY%*YE&9U8C,9T>;UJ?-*9F" MY:OQ&02N;5`Y64S$QQ?%RL*KFZ0/8(Y&LI65NY;_`&,"RD45-R1\?E9FKQR0 M[W:.QA$Y'WK980BL@US2Y]XA/)=;]-H/-+/(\:9UEVPUK#\AM-:]9F672$MS M7!4Y79F!!HA]1NG)ISIHY!*,,F)GU9UKXU*++P%U6N0?D4\1IC2M$J#-#0O: M7*4W1(EU2RC<_MUP2C1EER'$LBHKJ1+=)(8VG))OE5G($$@C M/'7\IB]%UM))#7QK$>3[%&7[%L%[.->*@M!`![=RUL=@_%XYEK37D$8ZXY=S M?1;)$_/N'!)IE6@B\7RSYR\;IQID5K2VKQW2I&Q$"-C.132_6`<;.;.W)O;D M7Q/:%9:K-^IF1\(*6VJ96DJJ8RAEG&&2,6^/G4O#&6E<[8]QI*1.6GCI:1F+F_R?EJ MQNK)-*U5>C$LEJBK)>I:O6BT,:4Y/$,Y-^SO/DFJ#--P]7S_E@7+M1)N0B8N' M)P[E#=.IC"(CRRFV*BDXW(T<#U7S%E*,G<;)LVLC'2#9=D_8/FZ+MD]9NDC( MN6CMJX(H@Y;.$3F(=,Y3$.41`0$!X&+OR`8(`W<&%,2`82>F)OR;T[N],!Z^ MGU^QNO9U'Z/HX2H/&&6TK5N9E*$R>>> MR0BY%GCQO1ZJH1VFBNT<_;@+G:D,D("8;&3GN^7M]5G]M2H=/RG2E\"]TL)9 M7Q^P%.2Q2D:6&^DBV^QEEG%[^X;A%%KS>G*/'9(]$WSHO%GQ5?Q`)I"H9T:_ MV]'8/'VP38X:R<8BKU0S_.79455MR,VIBBR(X4.5BQ*5$!(@D!4 MB"(B``)AZR5VY>K>7A3@.`X#@.!7_P#<="P1T:JCV21C73%MENPD?LGZL,D$ MA'OM9MBF"S%89BYT3UX-6KXG^`%^L,2T$WP*4H!\?P``!_4Y&W:>`X#@::3/D%U!@9Z8K$AF%`9 MV#G[15G[".I61YHY[!29>:@+;%1BT-3W[:<Q3?)'I+?+C`T"O9Z@B6VT6*,I]?BK'6[W2@EK?-NR,(2I,Y"YU M6`BU+3-O3@DRCO7!X[4`2I)G$H@"CE#>#A4#7N,K3:*9X[33]-EK3"SR.<\< M1Z3VEQ!9VR_9TY%7*#G6\;&_E$Q,LH9U!2+E,ZJ-BBW#9,QEDE#'3*DI89WY M(G:7[CK9RM4NBUV(TW+/QX%\GN17]=)ARFR^M45'5^;)8'%"U@I&?G M-AL#JSRK..6<'SEG+&05]"+J<0PD&ORC9XFLM,N&SH.]DF924O-Q5>V/]RO: MF=9LE7LOD-D:U;4ZD[;6H-%M!IZK?OJSJ=7-7')WK)%%R"3 MU7TR>JF0XJ`P/VU_C_QS5OS=[G&PT.6KD]6,UY#,U@U&R?R3E90@.#"(\4V@F\N>=RD6>?::5:Y9\U#PM8IU[:SX;A?%5 MI[`U6JRDA)TF"%G5BTC.UQE+<]"KI24D]E)YTTZE&M-WX1^RQ;2<5?F:RKXY=8R,6P)UR+=$$EE2R*X15=.&2K>S(7C$NW:UG*[B4FZJ16BK=9HZ(X-W@F''-D;!/+%3H(#SN*,OS%D3C93[`)<[B[;XM5R/2(Z$K`R3Q1JV4L!G\ M@5CVF3;&5_%J7E.BN'JWN]O[ACS;^2[8+6[Q\3&TFPN0J20,MX,:,;I2Y[#< M2X>8KFK(J2)FJ^M>W2\99HYM$"@""?V@H8JZ1%4SM^@B<:30?R[GGM_^I[,R M?[EYU_@VX6_%2T$S9Y0?=G73(DS;<2:1YUPO0Y\J#J%Q+%:3C?V]"3;`>./% M+7:]4%:Q65Z_%D$@JX4$B13//3333*GV`P29W7V\=F*S>1GWBY2IF_-SV$-Z M@&'M+X^JB)T^TYB=%0'')0*8W;U#H(]2B'];C!+W>/\`#JE@V;]Q-L`27K._ M?B6R/NUC&2QUDJ@Q-9M.D\?C&[8Y>9,@V\%*7O$^6*EBZ1L=%N#-JU2[5"(. M&RXID%5(QTD3IC&<_'\0UBU@PCY)<&3>+;+*9 M5IBBFU0;-C$:HE1`A`,F4O)@O[>/\,EM/)S[NI=Y'(.=0,ELF;IRP1?OU/'W M:%RQ*+DY`>NU6K>/4W'N+)E M;:+Q79AV3R1(WN-2KT=5-?<]8"F*Q2EXDHS;Z85CL-WVA69K&R*8"W3;NFDF M4B?I61)RP^"_8RAV.LL`5IU$EF.R4[+907 M50=B=K"3M6U,EZM556QT4RF--NF29O6`2B(%/VJ7E.GU_#;SV[MACK/XY:[+ M1$F,I&&R18&;H`U,T%`"D!,"%3 MFNS).ER-'`S\M74V*!'+T\ZEBBV'B" M-&RA%$W#HT@5,$R&*8IS]`$!`>G"3E+0#V\[\DIX=-+Y%-[#22;R"RZN20KL M=(Q,$]*?83+71S$QLNV9RC)BJ'Q3(X126`/UQ0'J'+.:;(K;2:#D:.`X#@.` MX#@.!4A\:V%J6S]P[Y#MEH'/6++M9LIUS:.BVK`%6DBN,L8+_)'G/!%#93N6 M8U4R(Q\9DQ2"4?P1DBJ"JT,`F'H41+>C$?*_-;>Y&S@.`X#@4"_/S-5Z%\]& MKUXIC6QY/VZQ1C'36T:J:]0E)3L=%RY;]OMM,;8+>%?+K.SCKVQUQ)2W M6%-IW$2I!1N3WN2B6;[2A*-,"67%S,*M5$"*JH>FW[DSG,T=NDY>RP3O M)$6@YKCQ$TA'LV:A')&7H*/'#`B=T,P2/FA\ZM780LM8/"_E:38ILI%&RH0> MO^6E)-285D9\E?&(90N7;DY;,3QC&-%WW)NRD7DE0]8A&0"[8+>[Q$NF27GX M\P>/TIJ2S9XC;+BVGQC=F".0;ECO*5!J?STC9B1L4TF9G(MTK%1BGLQ`]%D& M:,V^=C(KD:%*H1-9R12P2X*#5B4?MY.QVR")#1LI2F"KE%[4LA2[]1RW0L;Q5R4&PH-A:MBBL(.SG:VD_Z2 MS5BOW"ODZR_7X^]XT\:4CF7&KJXS%<:Y&P9@_;').-K9&UB?@*[8K#1,A1-> M-&3D8E(+3A$NYJF[*,%VK-DUGB2"X_SC^3$$"_:?B"V4.N+58Y3L MM9MM&X@].W8K-&SIFKCQXDV9HN7YV[APB[=J=(]PND@<%6:*ZH7ENT:3;X;V M>0;?#$Z>)K5XO=O,7)5\]KM%9M]$U6VLLL](6.T89NF*#TYVD_K6,%JU!2#; M+4@G)2*+;741W)Q!9= MKZ_C4?Z<6[X_N#EC'U['U9:6&93F M(\S27(+M'TM.64]__4>52?9WRC*6/<-O$Y1U\W?K4RXOF:T1N&TLH9VC(3V04EI$S4AVJ)Q'\VOU/YO M'6K^XH?]>\)35W='Q#^(C`FLF6<@5[QQX$F+ZI`)4;$\!7,='EK!8\R9/D66 M.<2043&I2:"[A9_D*T1P+'3,!FS4%7`]"I&$!.2:S7S%K;!V!,(X59"B+3$. M(L;XP;&;J'50,A0J=#55(Z*JB2"BJ9R10"!C$(8P#U$`$>G"QDR_P'`2OQQ)DF2SIN5)ZDY,JW.9/ZQ[T9CY>ZU9R-'`P+I[B2 M"P7K;C:%Q5BRN+O7L;58-61=(C)R:A5I:8D)"8>R4M+3,NY)ZSMVZ75<.%A$ MZAC&$1&-Q%8,^*'@J[SM9GZMYT&.Q^>,T7;&%UP[GJ::8NOUW5M4!0I.L M26!Y>I0)$IULE<)J8KT#?A(M9W"#%C(NW+IFT,\^4743DY-;9_;LN_)E89+2K<".J+.:D;6_U,3?2Y6_$#6R0LQ8(/!DQCZ MN2I+KF"X61I*Q458H&*;1T?&Q]L05=HD-WMT"**`3M3.!++.V9B*J;;L.?Z.K>/8JJRV1O%WY!,;-[=+2\4P4R11HK'T>P+"L@DGLC-6"XF MA:S&L4HU!V[4[GIEF[%BLZ732;^FJI:2=U9LFD]Q1;G$0QF&'A_\F;\C]"S/ MDV">&I1K()1==19+-I!4DC#LFICV\KH_V*T364?/0;G$4$BG0%47.A*>XJM< M1*PD6Z\/OD]=G&P1;9=-.0;-$W?R M+LQFRA@716(F+=3_`*2S/@FH8_AJ\JZ2R;,7`M5-?IX'`N0?@S&,#I$"B#T$ M!^9ZF.5#T`$/4];HD(M[RGN2K"WZ_.>';RB(&/!(S;8B&$).6^8.X,GZ$&<\ M-&2*4?/BD<3J(.C(%;]@D5.13H01;TS^Y9FBHO%2^''RIJ*-C,00;%U]L0+2 M`.DSG<&:&/"D;IEC3$`BWKG1$QC!Z0*AU$(MO,P]RI+NVCIRX\//E.C%V[V+ M:HQ[W7NT*NWR#\[HKN1;'CJ^^8D:0@($,Y*LLDN<%R?+IKB"@$%M*/!8IKCD M[S,[D;747(EP>;!;)43;JV9JU>N>++YCNWZ?,VNU>+D*-!W>7MD;#1UMF\DU MDR3PZ#5$%X=9`R#A,AS#VV6=N?NNL\C9P(7(7SQ:0VJQ5FJ4R%V)N4_?W5H0 MQ9#U[#+]:=S$UI\_9:Q.3.'ZP^F&%JR9!(3E-E6Z;N'8NTEE(]P4@F,D<"VF M>4.^-O,3@![>7^*V."-U'V6HF&:V27P^RUKL;O,,/7'RX-F=BE\4-I17(<7` MN%1#M>+QJ;<2'*?O[#%,*CE'=W'"7E5P5G3+=3P]!XHV@JLK>\B7O%52N5SP MN]:XQDK]C*H6"Y7NI/[_`%^9L<#6+36&51EF[R)EE&,JW=QRA5&Q"'04541N MB5;+?V-U6<^Z:U>D,VW/8>!S1&ETA'7>LX?Q[CNTT&W3J]IR81^CE^U7.\UR M9I4$TD?D_44BHR6<*1YW1BE(L1(>.B3\O'C1>#Y&S@.!%GYIL*L,Y^-;9*#D M*)'Y-0Q[&4K/J^/Y%LH\)=8C7G(E3S1;:,O!4=V6XCP+^'J!EXJ=B-`<#LI:$DV$Q% MO"1D^H9K(Q;M%\Q<@DM/J(*^@Z0(;L4*8A^G0Q1*(@(J$J-4J%4HD$UJ](K, M!3ZTQ<23IE7ZQ$,(&$9N9F4>SY5!%00Z]!.D0X_6+V&^)BB/UB_`?U0X'A^SH\.H`P M9@`_`0^50^/QZ_'ZGQ^(<#]I,V:!N]%JV1/T$.])!),W0?I#N(4!Z#TX'L\# MBI>=A(!!!U.S$5"MG3QO'MG$O(-(U!P_="8&K%!9XLBFJ\1AW!6TE*)1\.!R?C7:1>I@4D[HCS=6Q5C'8'8/+56V.VPK<;B6H8R>GF MM:]2&LC6;Q+T6VO(*RU>2SGG7(,0B\AIC+SZK6IU&Q%?@'*\#4VBSA07\L^= M`NQ$7.,I#>%.`X#@.`X#@5?/%CN/EK.GFB\HNL-C>T53#VG4YG5KBQ&)KJT% M=5Y7-FP%5G[Z:P.Q=&;6!G%3M,%`C@C9N8HG($R\FR>(\\X>SO!C/XFR#7KDU0 M4%M*QS)R=G9ZS)$(FHX@[E3I5)A;*78V152_,1LLR9OFXF`%$BB/"W;+G`3'C3%VT>*H'*].B7TQ-5Z.GOF3%K5FF*?9*,-MADTUBM$[-$0-L>_9SI9) M8S!V;2E*1,H$(4I2SA2 ME*4I0``````^CEM.,>*:^;9>#WQHZH:TYPV-NF1MUD('$.-[/<<:_8>I-UD923DIF0?6ZLX_K\/9G3N5F'LC*/UEIMHN85%UU5# M=?B8>18R;'\*0L8YU=9/RK=HS;T-B<1NL02-33UVD MXK:[&[:K*KM]E.L7'5/,M^N M+>-QSD..<,F=)2B3S;QX+5W)L6P+>GIQB:P[/>N$E=<QXZ@).RV7($V@@19R4\A&QE@;Q:Y5'@*J$$8U%SFZ[ME@/! MD'[D;6_$5PSSO#8=H)L=9'&%LN&N.*GL?7\=*4_8!QE)*VV5U36LZWMK=5@P M+6BL(E5HF19X+LYA.D)(LQC5SXK_`,6@Y;QIY-3(+RF>2FN,*O]F]^. M29,PG/4&PE:.'9WY;%!V/`LFWE1EVSL45!5*<4>PAT>PY"&*MKCWE)Y7XC[O MP41!_:DQ-_9$@@/P$.!#`X@]@/%3*VV M7QGC^\;4^.>P6=6?CL%XHKS&1V"T84L\[)3UU=XPK*7I.\^ZZNK!/N7WW?07 M;6"D,4RH1;>28D]!"YLX[?)MIBSR>^/3,RSQA0=Q^1(X1.03)*&*!R"7KU`0X5SW M`4;QAUXY),RH.HX.Y^VL9L?V9)V\352K5RCU)6NUFNUY M1Y4*N5V,#"QL2#@B,,T]%-48]!+U4D.\0(!A,!0'X>/)\H=)IN7KRL9)X:/7,3)=>])J](J"*K5XL9V"+-9NJ/14%3$ M]+H/?V]!XJ3EMU;68URSBO,U>5MV'\ET#*M40E7\"O9L;W&O7B`0G(OT@DX9 M:8K,C)QZ4M'>N3UVQE`61[R]Y0ZAU+=Y,@-?K[6+OD'(&'\7V"Y M0-!M9V5^FZI!DML6S:0KUZ**=U*T2L+*+370(L=,KH$0.D502]Q"B!)B)1C^ MW*&TE\9E+0N5BSI9I]+)V17+Z1V1)+HY=,O-*P]C=*3J$U(2KQ.%DWTRJ_@S M"NH+B#=M%U.U954I;*;9N$[O(TCHJLP!3JV"W3"#,2BG'Q;5X_<**)IHHJ** M)D,29B,T<4%"Y=\EF5Z+?\J8G?8H\DS+I_2\ MF9+Q[/';N\7:_P"/)9-O+5VO2[9*?L&5$^-KA%N086UFFXG6 M[4RB(``.Q,G])1Y:9Y=,7KF\O=:!N58/'AYIWD%Q+J'Y<=F-G=7;3FI#(VP[[> M>:WOQ3FS7.6A;YK]7<<78V2L25C&5'L%FH[64OE]>5]E%RHS;AR,$9TX,=NE MV@)E)RF\,L4LR7N);_.9&Q?1J<_RS,M6$#19O:QRYU.9%N^*YB\5ZRF3QMAO M$,9:I+(>?;5`6>OK*R$M%,_NVC!,UW1'2I3D434_GOS3K)V?E'^T?L'\BWSWY>OE_M'[4_&_Z&]7Y#]D^MT_$\5!R MW98+V7(Z'`<"D#Y`LKZV8S]T5K(XRW720614V.L$]5-A[)EQA1L9XEQ]$TO8 MEK>JU;ZG+QZ<)/.[V\E6(-I-U)LAC#MR%3*?U3E4O1B9K=BMCAO[HB/0`W7U M($3=.T`V/PX/=U[.G3_?E\>OJ%_[(/U0Y&KC6'7*]Y+/'5;`>C6]\=.YC[.7 M(V??);*8=4^674Z]B2G6XEZ&-T^'%2QJ/T`>@C^ MG539NY1.NV"1/'MG:B!RI**@0BAB&`HB(#P7#)'W]HWP_P!^E3^(B`?[XX?X MB`'$0#]F?$0!,W_8C^IPMHK?,A"X#M7CBW:F9F!QO;["K@:S(+.V3*K2UW?( M)E9LRL8B031=3@R9VX>@U!$PK`H)2I]#=O+#.[+N[YX8XAS!^-;6Y@_5;.I4 M0RZ^G'[-$6[:4GY3.^3Y.=ET6YI"5%NG+2SM9P"?S*WI@IV]P].)S-OQ2A5-::CEO%LHI]E6=L5RT2F/GV#DITG*"0@03DN':;LEA,-KN%1]Q?D M6Q-*;DDTN)4+NC>'-^O^,F%M,^QZM6W5NQK@C'VPUF(K!MKPMD1A`%H^2&+= MM)KPI&B\JFLV[B]J:BA+QI()PK3G=O>;!^@.,J;EK/9;H>I7?+]!PK%?<.M! M;)E"TY$00KVD&RBYW+>3RU'8LJ[I_&KKIJH)%=R#HB@`JG'/`3.0$, M[IN*C-8^PK98JYX;Q+<((ZRD):\94.RPRCA+T'"D5.U6*E(\ZZ`F.**QFCH@ MF)U'M-U#J/(Z,F\!P'`W.E[E24=AE%>H"R^9K$99L=R[I5@N1QV2)6:RIT^\"FY68S]UD+D M:.`X$,/E#U1VPSY<&-FUA;1K"70EAQ"XM3:0;K/H1"OYAAZEEYPA&KC%.[3=6SNQ2,4Z436; M&529+L;@Q6^5F_QOX2R_A7'.:2YEID5CJ9R-GU_>*O28N>KMC-"4>)P]AK%$ M&XF9&K"O#?>.Q.,9.95\FDZ=E(N^'HH`"":>9=(BLTB/"G`POL;=8G'.`\QW M>=0DW,36\;V^0>MX9I\]*+)!"/$2I,FPG2(=8ZBI0ZG.1,@=3',4H"8`@S\, M-^QYX_M&W>ONVD]4\&9AQGGO*L!DNKDE7UGKL?:GA:G82JQE@A5K7%&)+0EF MC7:R:<@NBF]=JD1]-($T$[+&W"*G-*2IY--#DTU%#;+T#M23.J;M+/F-V)D$ MYNTI843&-VE^`!U$?P<5*\MNK(^FFX&'M[=?JILO@=Q.NL9W.6ND/"JV5@PC M)D[FBW&-DK*_94XE1D+AARH4F[W>/;)M+L\NS=JU@K_'F;/'<* MV9NE14(141*7N4G*+IN?PK3S<'>7`^C<9A.9SP\MC6/SUG2HZ^THU.J[RY2" M-UN49/RT<_E8*(5/8#UMHVKJQ7*S!H_Z[R'E2G:R M:E0.,,@62@K6_9"S#+K5S+,SA89DU9P5DN8@V,O=85=NL>&9RW8\6C%#$+*? M+@W351"X/OO2_^%]7_`-WXK_7?!<'W MWI?_``OJ_P#N_%?Z[X+A_/OQ2@$`&X58!,(@4/O!$]3"7XF``^;^(E#Z?U." MX4H-#=4?'%N)YU_*36[GC6Z9QN44.RLWF^(S$SJ:F(HNU36RT36ZHI@A]2IP MEGE*].8MD%6MA+/$3]9RL9)(JC:S9&U68-VK-A6&\]"6MC+(5QBT8H)(L2+`U2213(5,"D*`2VN,/1 M_D:/&#V]OYG.+O\`:C[O=WK6SU/N[Z7H?=WU?O+ZGW>]'ZOR/7Y3I_\`J^6T MXPDWY&C@.!\^_P`MV!<-;9>YCQ7IOF+'[6)@-E*+@]C.9LKELMC/*D54(G%. M632E7J$<#N6QK&%NKV#2C7#F4KLF\;$;D5;.&GJ&4+>CG,?M"9`OM*_&45E, M,/O]MJ=">)V21EK_`(;75WVCU*BW!% M;7'O+(JGM9?%FNS?L72>SCMO+"!Y4KG82Q*#(J_)V-@=5P(1I>T56UPE2F(G MZ:?617$"@)_@LXQ&+DT/:^>,%NJQ7(39-1:,9&CX]1UG63?&:-#GDUA32^>A M'`=X+S+M4%#=5`57,<#=_0P+.+J\=[47Q(1-J8W>.J^?FEKCIYM:&LRGG"8, MK]X&.=*IRA05]-1$R(]`*)!(';Q:\8G-WD_MC?&">2EI0(K. MJ#B=KY*O+HM,K),XY]#(R\3.-45(IK6$8U)XQE*_'J(O$TB/$P8($!7L3`O% MRSPVNM(>UM\9;*2AYF,?;$QLG`#'C$+HW^ANV;/[(^SS1(A!2V*I&N.%X]Q" MQZI%U69W!S,4RJ*'24INLM!TWUZQKK3B^6N4W0L61TO&5R3R!, ML[!;W#69LLU:7!9>7CXF#9.A;OIU5)`$VB)4FQ$T^@]O48U$5%-B>%>-9%%P MBJW<))KH+IG1706(55%9%4HD4253.!B*)J$,(&*("`@/0>!J+H)`1%:TSUQB MX1BWCV(8LK+OY=L@BW3%P_:`\2(L5$QL(U6WDR`L+");_`"S,JO:N@=4""=10ZBI4"]QCF,8>G3J!0``L ML;>OFG8>O6<:S=R,B[;,(]@V7>OGSU=)JS9,VJ1UW3MVZ7.F@V;-D$S'44.8 MI"$*(B(`'(VK942I,*%"82\IRS:G,JWDKRBY.SC<;:%79$LY]3-M(>:TKPS, M/K>H@5Y]VF3"1HEO=*)`#/['$5>HF1,NK6>_=96Y&D`_ESA4+!O[X&(QS&M9 M=O\`GP92D56+QNW=-A+"8)F9D'9T'0&0,I&BP^83-T$Y#I`8GU@#E9G/QV3\ M#*DUF#$%D_,\9L@G3 M?.L>P$Y5@9=BL8J#A000F[)(ZT:-6#5LQ8MF[)DR;HM&;-HBFV:M&K9,J+=L MV;HE(B@W01(!"$(`%*4`````X5['`TTW*?W9PRUXQ[1\HY`PXYS#L?7.BIJ#V`D7O73)*O!.;B[ M"X%S[M/6]K]E/(Y6-><8Y1OF-,$Y!H>':JA,Y.LU3[CEZ0PKNSG+#5,N=_:4MK<'..:JPI$C5&I1$/K%$!#X"'*S'Y^JY9R-'`!K%H%4*W2-)]5H:JQ4#$Q;C`>*IXZ-**JBBFFFFFW53`H=.66-D5?F MGQDY.-A(V1F9F18Q$/$,7L54WUM8_Y&T.6X;.'?>4_Q M;HRM>@9E4)'.KB-?2\:D_?5]Y'84RC,)/H!981+'O5746B!U.TP]J91+VG*0 MY;T9GY0F-Y&D?7D-Q[1\@U+6AI=:K&6=".W;U1<,2O:I&VMPT$^6X`7B";:0 M;./E(B6;H?+2JI>A21AUCJ`8A!*-AG=$3GJD`001;(HMFR*3=NW230;MT$R) M(H(I$!-)%%),"D222(4"E*4``H!T#D:>7@1K>2WQ=8(\I-`Q?CS.]JR-58C$ MU\DLAUQQCM2C"NZFY.H3=,52F&=_I-ZA7K-O&SJJR``U(HDZ(FH!OJ=.$F+0 MV1GM!?'G%,(N-0SIMBZ;P\W8;"T5F'NND[(K2=GAV,'*?:DO,:\/I:;CTV<< MFHS9O%EV<<\%1TU21/.$?UZ299NVG4=5B-9Q48$F; M6N9:+-6,\O8T%9N/E]='K"R2)G[DR2KN02R8)4=%8.YA6<56%\?`AGAY@KUJ9JVL[RLOL\C*_#U$O9V>.)%XU>AFW;=4[,JY46[B

I!5(<4Q$>WIUXL_P"<>*_#LK?VC7C_`&B\VLWS MIM0BG8F]::3#(OYLXQCIM4HT8N%1)&'UQ,Q9E*3M"NB:C86\P6^&O.O%4R\CEC!>-L^4?9G*>3IFIJ1.7+"AMG6CXT MEJ+4J0RAJO3X^"HQ`;/4&$3",S.3`5!F1),IS)-L5/;%@%*4`ZB(_1P-3M#I..FM,M9)>(?-9*+DL,T9]'R#)8CAH\ M:.89NJ@X063$2*)JIF`0'_-^/$IMRAMGPJL)XT-T-6M6&^_ MV8C/5(I9V^>/)=&J8]E\:Y%U6T&M$*JVRN?)[96B[5;10L@*2@8TK%,B)9Z_ MP'@BVPBX$L(; M52GF.;!CF1B6JE2DJ*_B#0+FK*PY")M4H<8:V;1[S>`ZT:V9WQQEEHON9EA M\Z:TJTQSZS0\8ZP3.1KTEHIZBJ-MJ2P>L9!=O*,6BZ1C]IR%$>G!,WEXR6=N M1I'1Y3DT%=4(I)R#46Y]M_'R54'Q7!VG9^?GK>/[(*T7;.3$Z@'ZQ0@]>GQZ M=J[TZXI M@0;:<>KS8D\4-CP!"UB&PKLQ&TQ:L6*+M`69]KO3;=>[!+56$M50Q^O<<@6* MVN[I="4.BW*0AXU"7?OFC1HMV-D6Z12)%61MK"&^&J>LS?6*JY)BU<@V#)UJ MS#FB\Y[R+;Y^)K]>*_O^0D(1&?)`UZM,FD?`UQ((%'Y5H8[I9+J;O<*B/4(L M13:+A3@.!2B]O0P)&>F0?4-W$(!NA>O:%EC;%>\KKO(V(_:O5'4C$_D= MGLV9KJ='FKGYD_(8]+4EWJ]EOTY(1]R`C5E3\95!A-Y"L;E>MTU9P1!C'.UE MA14$@#\"A2U.+IE[QA>L"Z!N6]:MUNBLB^O1MB=I)V%L3 M"R5VAO**Q>.Y;#NO"2\4@YL!9E1E;+28"1OR,?%F=+2#+S7'=G\4A^4<1XXS M/BRZ85R7486UXOR#4I.CVJGR3%NK#R-:EF!XYQ'@U%,4F_H(&`SU2SQEW0RM,<5;@UW)F6<)8^AXB!QYO+CVISV3GG)63)5,RK%(E;M']JCH^5J]G6ZR2JD*NNI&HUFZS:R9AV&P1GGR?^** M>PQF#'&3HR53V`EF2E,N$'.NCQZNON8#`Y7C63U229`3Z#E713.F;X&`!^'' M0F;W12>OD::H;9?[7:_?\J_`G_&A3A)^[:_A3@.`X#@.`X#@.!40\/=JQ39? M/?Y?HFE8!=8[R)07.:X?,F72Y8L-TC\Q3-AV@9RE4>?<27A(Z*QTK$5^.%JD MA&K+)N"ME%%A,HCG_`+=[_"Q)Y'=TQTBV>\>^05#:#9[#^4'F;,\ MT3'F'":+8GL->R):\S,KDV*K;G%QCG, M&\>F6!L=Y'BF-9BY2Y9T\\/B7UIR[?<#YOW&JM#RSC&;&N7JGN\>9HEW$!-E M9M7YV"LG7<;3$&\4(V>IB8S9TL0IA$@F`Y3%"-7'?VETYI[B7PL/6C5XCO\` M8F(B\;JNDB.X')[!V1)%<[>SP[18L@>^0/`)!D(UG+M?2F)MWW,7Y3F;'5%I!+@U<&*01,@KV+I_#O(7J M'47#.=*\K?C7R%)5N(J>\.M+^0MM"_*9`H/,JU>"*[IH305X9%=>P/HMM&O@ MEQ]+[.='1DNT!4^7](!/P7#W*OY2_'+=;O1,;U+=;7*PW?)D;-2]'K\5E"MN MW,ZPKQIPDPL1=-X+)@HT&MO?Q3I5!50$.I"F`Q!,+AL#&[1ZU3"DNC&[`88= MJP,NM`S!$\F4X#,)ANS8OUH]?OF"=%TV4D@H/3J':J4>OQX+AUS)FWVK&-<= M7O(=UV%Q%#4^CU&PVNTRZ-Y@YQ6+@(*+=2,J_3AZZ[EIZ4.U9MSG!NR:N'2P MAV))G.)2B+AJWX;& MN<4@TLL)7Y!8&DIU-ZY6_HK@H!R'-U$>)-N23WA77H"HU.JGEU*O6*]6U+!* MN)V?/`0L;#GFYMWT^;F)`X#@8S4PKAM:_ MMLKJXEQFKE)F':SR4I0ZL>_M`^5?,>C:XFBAL2`?)2CE'ZKD/Q3A4GZU0X"* M9,X$9?ECS'B?">L-+M67\DT?&5<#;_1AR28O-GAZRQ<)5;<#"EYLGR:LL[:_ M/*05+J\E+.R(]YT(Z/<.#@"2*ARH3=A'JD0;W&HNVQ'C:TUUPT41;N2.49J- M40,W=E*=JL"I7(D])R4X"F;KT.`ATZ\*Y-K,1+XG>RE(YX0!2`3M7K9P3JNJ M=!`.Y%4X=5EDS$)_U1BB`?$!X'$K76FMW:;!Q;:P@^6!T*3):>BDG:H,A3*] M%-L=V58X-#+$!7H4?3$P=W3J'`\Y;;53F*0EFKYSG,4A"%F8XQCG.(%(0I0< MB)C&,/0`#XB/`[!P'`\"CIJDNW:JN4$W+OU1:MU%DR+N?0*!U_ETC&!1;T2" M`G[0'M`>H\#S\!P*0/MPU4`\V?GG1!5(%%,NY!,FD!R`3K^#\/T]/Z_7I_F].`X&)<^6JGT?!^7K?D"UP%%I->QM=9. MT7&U2K"#KE:A6]>D!?3$S+RCAI'Q\>R1$3J*K*IIE`/B(<#77QG9$QYD[Q_: M=6+&%WK>0JM'ZZ8CI9[+4Y1I,PRECQ_1H2E6^)3?L%EVAWU?M,$[8.R$.;T7 M3=1,1[BCQ*;<0C5*Z\)9 M,@QKSU$*]:26UU(M!;HG*0Z#1(I226B[ZG1JP2Z1JLQ&I0TNJPM)8L)QFI*Q"!&KDR: MY17;$*D?N(`%X&2>!%-Y3=OL#ZGM-,G&=S,3@#RZC()-WU;J)I" M2L[]N^:-7#6';5Y](12KUZ\,DT;ME3=YR]P"%AG=->[.YO)QXW2B)1\@.E74 MHB`]-I,("'4!Z#T$+N("']4/AQ4G/;J_G\IUXW/YP'2K^-'A']V_%2<]NI_* M=>-S^$?W;\5)SVZG\IUXW/YP'2K M^-'A']V_%2<]NI_*=>-S^Q/ZKB?,^.LAV)E`-7;-@YG'<+4K'+R3:(;OI%NB=R=,$2*KID$P&.4 M!E+&Z)RE%9F_R+W2K;&Y8UNJF7*W#YKB_(CICCK&^!IB#K98MF6=YC,49'UZPC;Z@EDZ9UJE)6Q9/M#"0LMLN>*V&N<*T=UC#1HX M#@.`X'SOMH74^Q]YI!/*M<<>X_L#5SCU:+N65J\[M5`@ERZ'J][BP0#"\8V> MR!7"`G0;`G.1YDW:J2G>?M](^HR>.*9.75O`I)%W?F5$#R)X/TOF"-')VQ3"J"9Q)VC&YR MSCQZN@Z^[#Y_S+1L=6QWY2=`Z_*Y$Q+C/([?'D!A*JR5HK;VV5!E9;+#24>[ MVT2>#%5\\FW;LU?1*L*1#F7Z")0`D3,XW"G'4?'=CGR6^<[R=8UV6V$Q:R&A M71E>'^1SIKT.M7>/^\=-@)Y]186`RZ9)I,+5]=(K5NXF9)L0%5%%@35`I"6V M9VW-S3$VUOB'PSJA9:WABI0^`]UP39J'46:-,YN3-Y(#"B)$WIWM:>/$R(^D(%%LJW-^, M-W"(@3M%=TY^CFD.#?'IKY`ZR:ZM[6SQ769^U6.'9W.R+6N:;/[C,KSTT09A MPV:KJM3R;I11,ABB).\0ZCP1%-O>%.`X#@.`X#@1C>5#Q988\L^$Z#@C.5]R M;C^IT'*K'+3*2Q4YJS.P/YN-J5LJ+6.=.K96[2P2BQ:VY94X)M@5,HD0`.4O M<`V)IG=MY14H-E/9B>/7TB(MMG=WFJ1VS=)ZF2\8E.F^<-U%%2N54QP^!"]! M,7M)T$I!+U#XB/%L_P#./%?@4]FSI3'Q3]M4=RMZ:W)JM@"->!=<9N(YG(MC MK.8MX\B8_&L(K((1[YB;F,BBN=KMPE M+&B"1Y^PA,8O,$TX.K,JR2[6.=8^=#$FD!>,@^*[D2?)&$1.9P82+3_G#FH? MV:FBM>MU.M,3M)MZ4*M:&UE<1CR=QPJG+#%SC67A(XL@PHD9(Q*+--H5%59N MH#I41%1-1$X%[5KPA95/I9@8P``)9E2*#5ZS`C?:+9]JF#>1,11^4$VV8DDP M.\53`ZI^G>=01.(B8QA&6UQA[26G.#VZ*#=M^69JV;((-6S9KM!LXU;-V[9$ MB""*#=OF!-%)--),``"E#Z.OTB(\MIQAK;DWQ68"R7L9K#L2YNF?(B5UE3S, MC%59#/\`FR586Y+,M+9T^0^>LDWD1]:D4?;^R;@5NSYTB+)9K+8+:\I$1ENX0L']LVG$U=Q//K*W"(E&> M57A))M7QEEA5GC*N)1ZN*YU6X(-T5G"+;Z_F?85_^;YM_C3[1?PQ\6<8/S/L M*_\`S?-O\:?:+^&/BSC#7FH^+37BH91V$RDSN^SQI'8FSXYM5BBF&UFPM6;0 M#[&V.8_&TN].Z(AT.42#]4<\B4WP'Z!Z@/X>"H[H`5O:`:8'>/'B&Y_D#8B\745%! MGE3'B2**1EEUD&B0FQ<=46S,'!BI`NG[0C3M("=F[7D)`R:Y5R*FRGCD\]GMI5)-'D?*;F>0"58/VZC5VPDLHXY=LETE>G<5=HKBP6[@OP_6*% M.F/X2C\.+.$>*_"Q/HAIOC[Q_:GXBU"Q78[C;:%AMA9H^OV&_N(9W;I)*T7: MRWIZ>8<5Z&K\.HHA)VA=)+T&:(`@0@"`F`QC1J(J*;=<*6%=C7$C.C:*9;RR*44TKX` MW;I?+IF%PH*HGZ$`I)BT(?\`0JO'+^D=N3_=%A7^!CEMC_G&LG]"J\=4GK&*< MQP`#!;2=N-1,^*2G[">UXU9TNH4=>\E7.YYWMEGLHU##N"*-.6\?.Y*<640CZ_$I.9)\JFT9G-R6O&8ZN*\=OMQ]7]Q, M*Q]WF:4GC[*$3'5UIEW!N5/&2WYL?;] MKL#4FR;+V>@:5WBS45O7:I"R+>MY(C[HUK=^NE3J+Z!;7*04EI!I%'E)TSYP MBB5-!P5(J1DN_P#'#&YN,<&Q\=%;JP[)C$1*6H<9#1;5M'1D='0V6(]E'QC) M(C9FR8L&SXK5DU:M4RD213`$TR%`I?@`<8'[=E4KVWQ9HGF;\\:=D=0[ZRDR MM8`L;VNJR:M?1^N/">[JQ,A3<08ZS=8;G'844=8FRY,LX?'&0GKW72P5QRPL\O,T MG)K"#:)0,6FJBL6!D/2=-4SD2!4?5+>CG,?MX[+%F;,#9F=85S*SF/"WXV*M M#OL1Y-82]DINQM42MD'%/J//-)*4K9X_1>`??;3-DL<[8$G[$YE0``<("/JE M+,364>/1^=(Z%G3(&G6M9+=HQXJT:R65R^=QJ$ZBU%%.HPB;AN\5.5 M3L13]5T3'E51XE,%O_A[-$/AG&U:_?;@PDJHX7<(LV#]1T+-X9`J!T$^49^.C>93`^=EU#E7 M\'GB[.DL8Q%3_G&4TJADC]2&'UR^/T52F%,?UP%ZA^I^#CU6I_\`F/'H@4]F M.XD(?)7ECH@-&T+"PM]P:Y2KC5P$FWAI%"P;$0BC)K,K-FSV1:,6<UYQXED\]T1X^&3/'*^4',]5M561D1& MY'!WE/*D5]UF\K9)0\`@PF(OHT<&<$9M2',<%`/U,H:QDY[OEK_F%D1'5B@N MWCSYOP.4`#QH.(]A)2V5-37_`,TTE&2'VFM7U?O?(/XYNZ1_8;KU2,5ERE.F M)3H&[CEKLU$TKU_@Y+4W`=CE?"'!9@L;K`V.7#[*S;+VGZ,EDTC%@9I$-`>2 M^3F$TN_CH]<5")RHMV[9-0Y"+>J)TQ)&,8P@THN)`7]S=FBJ1'C6+(0L-K4Q ML]BT>8W_``&V(P0>80Q7MCAR1>&L<^TDC$++J*D77[B"95/KP5CE MU^R<#='!\$VT^V7ES>#5+#+F"Q1.2K"]R.7=0I1S"O6JC=9O)Q#6EY9LM]64>/7(>"FK1"K)XJ@W<268M4CEDDEFP M"H_8I1EZEP(T$'!DNUR5NL"A#""?;V',6NR%'V],8$%YX/-5!QU!/AF+CBV5 MN]P_&/H%_7:A()9Z,,?#MW%6,%?.>MLUEFR)FHKHJ"NX.10I3`04FV[[8KPO M(VZX#M.T=5F:O@9K-:_TE_!Q=JR@U##UF6"!A M7]FN./X!LZ072(\$SN:CDA3;&#U>H@4UZ.VQ MW*I,I&X^NLA'7%QD_`OH51^SK,HX:6-?Y/>-R]]&%73*X/Z"2R_:F/IIJ'[2 M&7*\=FCM6LFK&!CZWZZRY_;IZ8C&(N/HA&U#Q_BN1\^GD2I\SXF+AFNEU MG'5B:PFDU.=:[OI?![FOOL,LAM+]U/YJA<2.#J$173.$)8Y0QWDX4J)3E%04 M[T9B(Y9>+2F;FXKP=4,<4&V4;P"[;:YV&+VIU*>L;@C=]?H*%<+R.S6*F\G4 M6,-1=NY1NE:,FL0"N1KHT>1)L[>M15=,T$"N$)$RN[;MSB,;2F0\-C5X_JB< MKX??*A`HRS>37L\@KL0RDB4I^U6<%BV;A*,\@#E:Q?:Y$B*>M'`NDW!4H*B` ME.!2U&DH6?9ID13SEY/%!N[#V>*/-1[3#CZQ M-6*3][&JC-5F9AYZ"71=,'L>J19K+L$5"`=4$3'*`*=2=0Y8S9W?&6F>X60, MH;"Y+S/2[!E#.FM^FVK^0:]J_3<3ZJ7YK7=J_(YM/<\85+(9<25ZY,^EAQ;C MFHP%H81Q`8.FCMZ)I>6DI6.B8XZR`ETFM:N9"U6SIJKDR1[A=9S+^(9VL1;V9RC!2\$T?6"3^722 M9,';5(Y(BO-'SI+'[I84Q)KC?Z=X2=O9^1P>DYF,CY0V3\I]VP"H9U$/5WTE M9X[7O)N9I.H3%>9UI15<6=@8LH@CPA@`OQ5<<)%QC6*WSKEGBD;0X&Q#L7C4 MDPG0,UX_K.2:>2P,D8Z;)7[7&(2L8649-G;]LW>`V<%[P2763Z_$AS%$##'1 MFG@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X&I6DDG]L6B/=)9+S% M$DC8R7L[:KSS*2UUR;(NFEIA8QXE699PSR[ M^ZU#%4XE-&D;.WB95DWK\"ZCV+`S^S*$:+UF9MD;'L[*>)RX[!X]KNQN5=S; M.^UVI>5K5KODR_6&[O:5N5F',4+B+72D8[RQD!]*R-`QYLO.VX\4WK]AEUEX M2*I_V\)U$W$@L(NL.K!VHFY5LQWE2?V)A);R.^7US?V\O3=@<]X:K<;4-!-; M@B91O8I>CZLXILC^K0&2`I4DU48OYZ'?S*AVK198S^]X7X6[ M>\986.[JHT!9O=0EX[T@<$&+.5[T2'T_C\.6,F-WR\=EI=[?M=$D95XE$^71 M)12-.5/YFG^5`C%D=L@\.5V4HL`,@8QE@%4PB/4$R_`.T>I<._\`+0'2^[XG MK>CFGE3E7V'\-U.5LF$(S>-S3"!-41G,R^4892KV".A6U`CWTP*(J M,F)':IDDS,X]P@7US&8RC-#[C"2Q,Z]T=M'(.DM\&]'18]8L9Y6&BWX/7LA9$#UL*U$N')V9_MM!DF1=!; MZBB/I*J(7=53G_+?N+M.O3E7Y-K#^6I8YY$J)592"\GTNGNXL-U:2L63(5BYAL)P4O.8+E;?'9-<(YIG MGM2SU6]GK?C^65#%=H(6!R/-M=3U8UM0'O8FK(E9SC%N@W$_>X;D];I?9*BL M]S+.OM'P'+Z::^5-M#>;NH2[G!N-W:]WP]=-^VP-'TU1HY^L%*.%OEZ*C6(E M[(@$.BUC!8(LFK=!,IVO.,P^6."C(>@3:T3DS M`]DR\CO.Y!E9,,`$9FR93J\I5AP:1SC3EU']91/6+Z):N]S/=.IN9N0481O9:MA72 M:KQ%D[DU0=.V6$7#>,1*R8JG]9T9!$QB@F4PJG(0SV6N^Y'+[,EN5IFCRT-" M+S;HC2T8(:D=685#65T5O;MDD2N;$98B2QIYP!.]X)RE.+D3]0`>H<2?UYSZ M+Y?,NIP'`]\\/\`3K;M#D+<.K;<;58N79%^SI"27*RSQK;B(R#%['1^8)'&5%H.0LZUQH@R^77B;E-3<9)I*G^=0< M"/7@K7)+]"PL/7(>)KU>B8V!@(&-8PL'!PK%K%P\+#Q;5)C&1,3&,4D&4=&Q MS)`B*"")")(I$*0A0*`!PKDN`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@8H MO.*F5XO^%+^YG9:-SMJCI`Y0$ MQ5D@+^M.;@0GU3P\;>X.L;M'5;RE6S#U`MD?!Q-W^]FKF*,TYF@JXRFGDG(X MWP1F+(4X_=X=PK&HO5?NO4`CI6(JKMRX<-BJ'7,'+;'&;N);UVCQ6ZC7/47( MVF%HA,@3V,\Q6:.OF7[K-9*M$WG+*F18NPP%G:9#O^8YIW(7*S6U*3JT:F19 MPL9!".8H1R*2<0/9K<'`U,9-8"B:U!#XYU MCPNM48E1F6!K^8:]K;!T-WG)G&QC,&*C&8<)U]XS.9)>+.3L*2I72Q:II-63%DU2*FDDF4J::90* M4```#D:>]P'`T3=YR%>RPT+,UNX1#UP1/J@8'46]0326,2&SNLJS M*62C_'%EUJ^OF.GK&_,-A6H+Y+R;/(5[!<;*T6PT!;!,C`M(XC>/>H_-I5U@X,$0@(NSB M8XN;6"1NCEGA_A*UG[9+6Y_@?,$2[]Q+MIF5::I4E#-<>6S7K&3"HV%*5.@P M>,K"7\TN&<.&Y6*ZBB9DI2+%)Y5WD*Z7 ME4B>D\Q1@>+BOG1-\T8%T)+0]!BQA1.`EZK&*T(403$_X!5*\MNK5/VUTBYE MO,+YPY)WD:3R\L\MK%<,IS;"-B9G(*!LRY%^4MLM%0U1H4-%R4VT`BZ[9G"Q MC5NH84TD"$*7JDV_>5WOD;.`X#@.!\]';)*S7SWF^+:W%6HU*E8:5P]'UFS1 M]>B)YQ$ECM/']N(+B)F7#>/E!=/GKA)0ZIA.FBJ`ID.9,A!O1SF^6'C):5W: MPEO-'Z:[=R$]O53[#7F>L>?W,6?LRF1! MT1$YDC&[P(/3MX:F)J<7N:DZP;5RFNNJ5UB/(EE^MQH:KXCBHR@M<)ZZ/J>P M835#HDJBLZ:R&/E)&6GH-.,(S9OEW`J)M%5RF*8ZQC\$1-1BQ/A?P?KX!W(S MUOMCC>7-[;9?9.+D(7*5IF\5Z^S-?-:]4E,?H1<`"CNHQX=Q/4/ MZ:'01$3&,(J=<7H>1;!.S\14M33V#>:\6TC_`,A^DD5%).L$X`B2P=_ MH]@.-=M=2>CZ3A)90"?*4YL)OF4DQ1/W=W1,XB3L/VG+&JG54?\`9LBJ;/'E MW%=^$JL-VPF*TH#0K`))4;MLMZC\&)/J,P>'ZJ>D7X)]W:'P#EEC9G/E'T7P M.1T.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X#@4'?*E'9-E/=G:,ML,R%1BLHIXBPT]I3^_UJQ6ZBMY=BCGQS M_OPA:E/UBQGKZK--5-=PT>I*-.\JP@-%I22IWF(DFTJO-Y_\` M'95(*0WR,Z:RODW\[L]7RIS13_($8(BB9OVBN98XB"93, M%_;6&+]"*)Y$I31?4-PRV6U/JC577O"+B$CD]2\GW)1I47%&K(1L9*3#O;"I MC(S\=6TDQ.\29M4'#]53]CIHD(4R:-O*HQ:CL?$MY*,=^2#/7DXQ=N+IK+9R MS7CN!PH]KE_U7S`SQJCC*%AJ,S2DB0%=V2<6"-O"3O&D47N"8>,%DU71_32$ M4DR+A*W7=XMCM@*-Y=T,/9./E_8KQ^R^,@8,4I5C0=5,]QEV=Q"DFU`RS%[/ M;42$$RDT9`&W1-1!R@J@94!,0X$$6!,;JQF*;.KPWF'(1P#;(WC474+(+$:F M7PMM$U(M%AZGR[AP1//;P6S\X]O>B4RR9.H]%3=`ZL%_;LKG^W:6M:_FN\\Y M[V[AG]W+DA5&WO:VQDXRN.[(WSADM"9<5Z-FK3=IB/@57Z9Q9H.I5\NDV$A3 MG`P"0J3;?7NNM\C1P'`CG/SCS^T+M>X6)K-GO4K:'!E*?1\9<.X^)8V3(6.+)4H1W*/V#9Z^91J$E+I&75116532`QBD.8`*,;F+BD< M>/8/SMT.@4:C1-/\2C>+IE.K%4CF\CDWPD7!9B!TTP*FGZ2IBJ&]0I13,P7]^SK&3,4^2?8_\`-^KV;L6:<4J"QQM] MK7L!-6/$VP>7;8_CJCA+(*=RL<06M7/7:HI3L]/HQZ*3`4Y%H@D94PK#]4.K M`F-TYUFEWE`.:-D2I@<5!8NP3!,#"<3BW4`H$`OUA.)OHZ?'KR-*0_LMJ_8( M2K^312?@YJ'7B\-R-G`ZZ=>V<](T>Y1]6 M510L[ZJ6%G7%W`I@@C/.HAXA$*KBJFJD"*<@=,3=Q3%[0'J`A\.1J4(.M.[. MV."-<\!X1E_#MY#YV8P_AC&&,)B;83FFCAA,2]#I4)5Y248.%=FXA5PQD'\6 MHLBH9HU,=,X"**0CV%K,7$4S9_*8;0_S,7D:_P!U],/\JOD6V&-@-N-P]G,8 MN\#U;Q0[TXJELDW+%$(KD?(5FU6C*/2X%'+%(E;98K4\INQEJM`0L95(]ZHL MDRCGBSDH>CV=%!,6I.,4GDY&E(3VV^1LX#@.`X'SFMVMV\+^/7W;^1] ML,]$MSS%V.L>U>(L+?'T.PLMK%[=])H2F0Y&,.^F8)JN"CG,UN]?LGI2]W?XK@DN4AS%*LD5 M;***X)J@'<4#D(<`'ZQ2CU`(M]F2,/\`NTO$CE_)5/QL2=SIC,MOEAB1R!ES M'M4IF,ZJ(-'+L)&XVH,CR7V)%B+<$O6!NKT55(`@`")@M)SB,_LDB_EM_$=_ M.(:I_OL5[_O_`!4G/;J\B7FP\2K@XIMO(5JTY6!)PL5NVRE!.'*Q6S=5RHFV M;(JG7=.3)(F]-),IU53]"$*8YBE%4G/;JZ;X=MGL4;(86SFZQW8)"2DV&U^R M.2Y.*F*G;*A)ML?;'9MR)F_`=O(PM<'"+N(/)^'+7%ST/S*/FQ09-&`G!\Y==5>J"#,4C`J8W0J8E'NZ=.!&8'FW\19C M@0/(OJ2)A,!`_P#3'5.WN$W:'UQ>]O;U_#UZ=/C]'"6]P?-/XE04D$A\BNHG M?%^K\X'Y;*6)2^BH9-3T#A)]CP0.0>GHBIW!\0Z@(<%P[`IY?_%@DUK[U3R% MZ?D:6E222@W!L^8Z!)VI$$:*2!5#C/=&(MRODO\`1'I=QC="]1`P`HY0K)^U M]DFV0?*;YTLK0\]'6&`GLO+.8Z9CVZ+9M86=NV"SQ.14[&(LGLHP2BW;"+]1 M/L=+E.18ABG,4>O++&RKE>'Y'0X#@.`X%/;R._X[.>__`)+S_M[6O\>W_&T_ MM#JG]^;_`,Y M_O)-_P#;[_Q+_I;_`.B'NX.G3[>/NF@R!_>K)_\`)*/]I&?^W_\`:M_M`Y_L M?_SG_P#,?_G?KQ[D_P#ZM9=D_P#'O_4? M];ZG(U&73TR7&?XNW"^S'N7/[TN5O\5/^]ED#^W'^TW^U"8_MQ_^A'_PI_\` M.'J\'L@4]JG_`'CMNO\`$M_OP43_`!+_`.UG^TQ]_;A_XT_TI_\`L>_B3;Z^ MJUMR-'`]]D#_;UY%_UO]J.L/ZS]9_MKF[]9_UOZG]3F=SK_5G+Z"W, %NQP/_]D_ ` end GRAPHIC 21 g31989g54p28.jpg GRAPHIC begin 644 g31989g54p28.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](G8%B M,T1%538GV5*20[.5)D>W61K2DX5G**@Z$0$``@`%`@4%``,!`0$!`````1$A M,4$"$E%A\'&!H2*1L<'1,N'Q0@."S:498G]:']9[%O8K+I&2OM%*!0*!0*!0*!0*!0*!0*!0*!0*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!04NS@8,K"V7S2S!DC*Q=/S`&EF"*&4 M,$3=A!,`:&X1%C!>W6PK7M>U[=:).35<\1.VO(Y-.2/CBQUG?83<6184=]BL M4)2(CE*=Y:4XX=D2!&M.C:8M#)%86)T2DDH["2`_90"`5W@VO8/6VM'.+Y8Y M7^6V7K+J4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4 M"@4"@4"@@.Y,0\QDLR]GK9@T;`),7XXV==<< M+H:EQXLB[LB\G?TK0>-D1FNUP*&@]-TN`(P@M6,5DO.=QB2?:[DKY&=D&G;3 M17#K;CQU@K6HQ5G[/I6/LYR%]6P*UZSUA57@+!JN^3\?,]U>'L9*O-+Q,(NTNS8%3"6, M\*!S:CG8)K:O2!,L6<0*UKE&!N&_L5ETB8I6#XA<'PY83 M^.'%OYP8E_&]"X/ARPG\<.+?S@Q+^-Z%P[I@R;C:5K[-46R#!Y(Z7*,/LVL$ ML87A?<@FUKFG61MR]2HN45:]N\+N]`]>VBO<4"@4"@4"@4"@4"@4"@4"@4"@ M4"@4"@4"@4"@4"@4"@4"@4"@4"@4%*,\%`/P=F8@VU[E'8HR(49:U^[>X#(@ M\`':PK=MKW#?V:).36Q<87,SOENQNIQFZ;[(S2`JL!PG8+";G%2F_"L<9GY$ M[XBC;DFQ\F(EJ82!<2I(5NI[5R(Y6F)JQZG2IDRB-FQ%M.K@X,-K6,!UKG,3G>&*MW-GPR;/;N<@?)?N9BN=ZWL&,,..<7 M:Y*P9-R4ZQC(RY3BW3_"L]D`X_'$4.>TJM.M9W@HI"88M3^.J",%^Y8'?JX4 MDQNY7$X)1.).*HW).)\69!69KQ,H43;&L!E(S9)QN:,+G^X'N),Z\@MY6.V* ME;HH<4Z!T$*][5+:C;.PIL>]D];GYX@6#F MS(N,=[N6/5H>1L3X"Q;@IVFN.L"Q=9$8@9*6O&+$SMIR]44WV5J2P?M?RD74 M(+=P-Z:)']>LI4U1T*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0* M!0*!0*!04HSP4$_!V9B!][N'8HR(4/N7[HNZ9$'@`N[?I?H+I?LO]VB3DUM_ M&?S*[E\@N[/%EI5E=KPXU8EQ+L7B*:M1N(,4/33.G(.#<:R]J8$LP2Y.J9:K,1IAJ3K)+!Z"ZU8R<] MTUNB.O\`A*IV3TUS)F#)J)\8L+:RN\=:L80&/)WR:[+[@0QZ&^MA;T2^QY+$ M\3IFN-%1J/ALE\AU6X4#=A/S&"06?XG&$./VPY,OC3/8M&6W/K\5UEQ@U0`^2!` M>)BWB4R%[..+%WB[%7*"$3$RJ!E+6'+TNA6H,1.U%PO-62%1J4-. M5H\;O/LECX[#HGA1&1,S?CN6LTH)"^ MNZ)]BJFP;K+V4++7"980^^$0JQ4YZ8KAN<+AJWGW8Y#N2C?$XR1!Z!/,%<`;]0WZ+PHG;\N M726PZU\7IW3`>$'-)FNH3GI%%TZN&,J@FYZ1464I2G7+,MWBS` MA,`+K85K7M>U9=(R5?HI0*"*YQO?UCH#_O@>=+_USY6IR`W$`5NT([6OV7]J]$G)K5>';?V>;^$\1OS[H&1R'Y#F-\GQ[(,)98:GB\&VA/C<_6"QPJF+ M7+`^9I8R.!*HGS+XQAQ(S`@&&]AWU]W*8F[TQ_*LG/#QY MR;--<8$X09!D*81;(D6C49:G&%:EX9DTY)<8Z[3I@='0QKBKBF/4>"A4>,4, M(`^(+J"FA,3RO2VQ]P.86=@[#)I0K#*-Q1CLPL0;7M818X@SB`*UKVM>UKAO M;VJRZ1DJO12@4$5SC>_K'0'_`'P/.E_ZY\K4Y.4?UZRE1UEU*!0*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!04HSR7<[!N9R;&"*N;BC(A M=C0?KR[CB#P&Q@.VWN@=>MOU:).372<7_*#BK=O=GBVU2(TPU,TM6XPSECZ9 MG[%8>BK2BRAE9SP]A7(#:SXNDS@W12.N`D>:I0H1V77&N4!NM"4(P)U@WZZ< MXF)FHSB6RRK+J4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4" M@4"@4$'[E`TWB^5N>.`[=..S^%L=R76_,G&&R,>MDM=D";,.B8@R(P:FY*%98(41UQ7!8-6,G/=_7>)3@:CH4"@4&JMSWH1O;DC? M#/.Z^",.9+6<>+=R$9(DR2>M\]BK3`VF'P[:MQ:,B&'8Z.G260)D[7-FYU"J M3>9_$&?8PSPQ=ZXKUSF)N],5?N>'1CDMSWR6<]7L5YKEFM<+7P=#D650: M>(H]"VYPB.I6&I!/"7=A43-C/^Z&!720R[DL\K5J2_*S`FV*OY.$DCN%!Z% MV'WQ"U+EMS]92EJRZE`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H% M`H%`H%`H*4YX`(W!V9BPF"*$9BG(@`F@_7E"'$'@-C`]MO=`O?K;]6U$G)KE M.'G=_">WV_G&SKM@KCNUGTNROCC(K;/9#M!A]<<1D3)$1Q!@C(7PFP66)DL% M;5+@UYG8+J0K2AN'<`O$2::,P!8K#TYQ4S49Q+9@UEU*!0*!0*!0*!0*!0*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*"$5R?.>LQ'.M!VO(.I.7F<0NA%T?AV7!.\8'?[]:^[E,3,W'\X_E5_G.BG+V[\C7 M)*ZZ:$;P#U#3+X<#+9F!WG):'"'G)-J)A@[)=ILDB[@FC1ZH,',2>=O*"Q#$ MWW+L;U!W;4T)OEV]6Q:P-U672,E5Z*4"@B]L+A[P1GC%];#SE^46.?BGH)9_G>7]2TZ8M"C%' M2+%]V]F\8E`P"O<[Q;V.L`%`A,# M;K;K<`K];=OM422,>R9H20N#K4T:S.(WQG08W19`RQG;->MI\O<9C_F>+*XE'G1V?W.*9AC:IE.;)2N0FOT>`2; M%D??`D.+";8N]A=@A6%8R<]W]5UE.IJ.A0*!0:L79S-/)-&>0O8W"V%97M$3 MQQ$\B.0F92P8UC$P#JH*(.NT!SCD5.I>(ZR'P(MK/ER]?=W&);T\O$=X][&W M':JYS=]L5R?.$=S#IN2'DB5:4BWF]48AQAP\MAP/;)9^!O.=M0\-VR7>>I(Y M8R'G*K06Z7SMY6`0_-_A7-]Q8%71)OEV]?\`38GX%L3;!F&+)^YX%L3XZL1X M=^I?@VA[/X7AWMV7!W.G3]2LND9*L44H%!&)T$6.:K8'!H'"S[8E%RI8%3XQES+A,"$-T8HV9EZUK&%FE"M9 M$$/DUA!*-&,.M'.*Y89WBV>]9=2@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@UR_-((-OM7.C=KWM:XLB\=_=M>]K7%TRR"U^EO9OV MWM_=JQDY[H^4>?Z;&BHZ%`H%!JA-@]NMU<:\BF>]2<#YVSN5H"HY$\BL*3'S M`M=7G#+G$IAM,O>LAHS'P#6H0J6MTF;JZ"7?MRP+*1&@%>U["M6G*9FZT73\ M\.X')OACDLY&\0ZLY&V*C6LLK7P=7DB.XVAJY\QTN<9/J5AICGQL@>2(F\)V M\]=$424I;>ZLBY24`!W[G8*F%$SNY=K;'W`P"R\&X9+)L$)(,48[`4$%^H+% MAB#.$%@WZWZAL&UNGZE9=(R57HI0*"-1I`F;4^=]:1-[*%H-527?G04RR848^"1W/.M#Q')2B2/--K%V*LG\H[EO*>HJYQG'G*2O4="@4"@4 M"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4%*<\6-O@[,UB!!" M=?%.1+$B';J`)MX@\>&(=NE^H;#Z=;?3" M$E"?QTI3QV^7<,/*3 M-6/S(JSX[4+9NSR"[>[J1M]E%DK,Z@+LO.O<17?&(-]T29GE6 ME]8;$#`I19&#,,$%6Z%$XGQT45;K<70LN'LX`6[U^V_0-K=M9=(R58HI0*"+ MMQZH4:/8?$9B0U[-,<.6;G,7KK/#-9I3DK1NLM3C)CZBS@N\_,5B$Q8@+KA3 M7&H$<5X-O"[XZYQGZRE$U'0H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H M%`H%`H%`H%`H%!2C//C?`;F?R>X+*/@HR)X%S/UECO1!X\*X_9]QW^G7]2B3 MDUS_`!?H>'Z<[M\6S1QKQ;;1DW<8\YX_E6;U^9W)&3BQSQ5$\*Y!==BB8N,V M4N15G`2U,6I;R[)R[GHR322^AIA98JQ&<=;QR;+>HZ%`H%`H%`H%`H%`H%`H M%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%!"0]P\EXKV28 M\T\7A6#M28^WR8['6QS4=F6(V?7N;+F]K4QQ*JC!1RT9/ERI.*UT)=@6'<8: MK$W?K";'4;*!0*#61[/4M MHCYE-/!R4M5'K2U)\@D:H9)QXC1I07`67<(0`M:N=S&&F+WO.+R^[UZ:\B') M/J#@.2PMLP3E=SB;M-FM\Q-')>\J%N3M0L*P>8#1RMR1G.#6!1'&5.`H(1]Q M.,-S`VM<0NMK"TG=\N/66Q'P*4`C!F&""NMBR<3XZ*+M>]Q7[AS[=9=(R58HI0*".)IS)7>0YOU(2.A\:.(BG(CS=1=D#'WT+TK3LR;(67 MG4HB5I@HTGH[*++GA0(QON(^X$HDYWB7\;N@KG&<>W;8%Q=.M[>U1)R:VWA@BG&S&>0_CC?.//+NW62=P5N04R M++T)V#@>-XYAQEQ&ZX-R#;9%UAKRQH$3NO?XVU^+9D`&=X^+;.BHZ%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H M%`H%!KF.:/\`_P!7&CG^D7CO_P#FR&M1DY;O[CS_`$V,]9=2@4"@UAVQO+CM MQKWNOLYQ/05;C-;JTZ&&]JYS,Y5@K;S:\T6W6C_`""\EVF.&V?`RW$F8W.+NDL6 M9`QPKDL\+593T^PK`9*!CD:>5,Y2(DIC9R1(P&)3[$*;B'?OV%<-"9FZJ:EL M+,"D@3X,PP07WNX1B?'1(._?O"[AV_W:C<9*L44H/E[V#; MK>]K6M[-[WZ6M_PWH(L>+-L-2\)99U`52W.F-6MVC.[O,6Z9`BS-,+3R>MKO M-LU9J8XH2/&\452B<%+I6):WEMJ%&VVNM\1&AP;F81(+&'!Q1D0118K]T)AMH@\7+`(76W2PA]+7OUM1 M)R:\CAXP)Q@XKWZXS\@<>VZ4^V:V]D,V/:\TX-RG`GZ!PR`XKD6L66E>?9-' MI.;C2*I7638^5DED,Z.SFJ"O-':U[&@L(RU8BKPSO%LCJCH4"@4"@4"@4"@4 M"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4$'GE"U-Q=DWGGQ_M+(MML M2XQR7K]F3C#9X+JM)O-OPI[!I)'F*,$+WG'_`)1+6MQ\CCH'T\P_R=J<;=UO M.[PB_9M8R<]U8&ASW& MR=%TJ_99H;YWLXJFJN4FS@M*C3`701(ZB1MJCNE!2MR(D-[7\*]Q5SF:_P!. MAYJ>6>^*N03D(P_AG#O'KLEC#,:V'N*'/$^PY#L\JF,F@T M.C\%7&9"FN#]:60F5Q)@0LCLB?C=F>G..M'5!X1%^+8@1)I! MALIOE%.T66-YZF*),J0J2R'0MEQ:/'L M0L<.ZLH`D]I$?8DP@V]C#@#+%2EY>3'=QXY%010>9=*,B'3'8V&R*)H[Y#)QW,7F+*D.) MY5F!WQ2K=TDM,(4M2%'&2TZ5>4G$D3EF$D]QB3QI;1PO1*+1[77@P!&`P=F891?BFAQ3D01977N^*8&(/%P%][^][XK6MU]KK1)R:[7A;UFX] M<$\@G'%E[3K?MPW2V1DLQ413*6LQ6'7G$1V+(;D?5W,"O*&0RIQ,#2FJ7(,+ MN*,LM6B0V-4K@#Z%W"9<-A5B(B)O69[]VR@J.A0*!0*!0*!0*!0*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!>_3MOV6MVWO?VJ"!;R[;*Z+8HYQHV+. M>`E,US*5-N.C(.--PT&3)*DB.LF.H+E-B>*!85ASW82ENVY!(%)DC:OPE@3;[85`YJ/`+=,?:ZRZ#,`"QI4R]( MX%2K8TS!<5=V5Q0*?&3+FY:M1GA#T"9<8BPCC=]%BV^^>^12/X:+VA8=?GC7 M['>ETD,VBR3`D>;(OD/(&SN/,?L$@:Y%A)XC6-&9R:XE$3V>3#DZUSL^.1A( MXY8GS:?<99EJDVNCQ[CG>78F!8SRC+=XFS#L6R3$H3D13`=;]=8(@>F1ME+, MW2:\51Y6S:\9F$Z!2!5%I_.08X@,.*\6]R`7,+\&+C*TK>_4UDPW'M:)N;FW M:W+LLF_('I'C.7KLM[&Y->XN]8UR)FN$PBH`8(03>[:LS%5YH@&?N0W&6O&V^QW%_'./W3M\;D/('D."1?9UVQY'46 M>X<]`8MK(!JS9DC5V!9!#F;890Y1 MK/,EQ)#\II$9^;9U=J42=BG+J5)TPER`(#4XE'>L8E$7<`K@[MK26MM5BO&, MW1X@29VEQL9L+H7:8+(T?+DZ"TPPL-O$PIU_FTU2.1@.%&B505GN;)!K`K!! M]W8JX/=4Q6]O9[*^S'%4*P0WSWH!<(+7L"U\G:\7L&U[W%>P;7>N@;7%>]^S MV[U,5O;V6N[O9_XS7_2W;UBAF;M$G"8/6KV?FJ*(&/)6OYCTMDCCBB6)&-(T M`2/-U8W10YG%`3V*_9+FW#W>WI5Q29VUHQZ<.`SQ:T\#X#TBE+.Q`C!"!T-L6;WP"Z@M;NB$G5G;_SZI6E1T*!0*!0*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!04HSR,PO!N9S"B_&-!BC M(HRBO8\4P,0>+@+Z_P#'%:UO^&B3DU_7#UH?I'J[NKQR[::P<@C3N1.ICE(C M#T]P-'H7'(:MQ,MS3JEF1U?W!TF[M._('U7CE>U#">UD(P.CBE+.&E(&82,N M]8B(B;UEL7*CH4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4" M@4"@HUFO7O#&QK`R13../V7)<6CTC(EC=&9*)MN` MY]DG"F/L;XMCC&XML-D\S2@4(%`(XF?F(U))(64L$G9E*:Y][7-&49>YHKZA MSW8349)F4'T5XTR<;8R7R;7;5],J>HS!VTA2\,$/(&Y/[NRH`I6U,:M-")8Z M.*H5[%$AN(XX?8&U[U&ZCLJ`?QT<:RH@Y*JU2UB5)5))J=2E50B(*4JE.>`1 M1Z=2G/+,)4)SRA7",`PB`,-[VO:]K]*EKQCI#Z5QU\;!!19!&JNLI!!)8"22 M"(5$B2"22@V`422266$LHDHL-@A"&U@A#:UK6M:U+.,=%I^X&F>E.*(M@.>X MAP-A.$9`8=X]#Q,86R0(;+]ML0M;B!(J0=%/AJFM:<4:&W6PBABZ]G; M:I,1&75$*VKW^UZC.[NY^GJ_BZP1DG,QG(?DIM4[YN!C.9EJ#'9!VE*<(O*Q MEBQ>XNZ53!RG9.UMXO/Y`!`3E6L(OO=RJQ,Q=3'C%S^;CD%UUUQY&>2'`>3. M,_5O:7(,Y>(:X,6Q^6>Y\)F/DDRU&PK&F9KCW>ASZ/R2#N3<:Z(.XK3B\K5# M_6WZ"I$)NW1$S&J0KP@[@ZHXEXY\60'8S*4:2YC8LV+ MRBX-@W)_;H\^(7`U0S*TYH;E*SP@+,""]["#<`9.;6R8C;CFRV6Y"^.>X?"M MEW'O<$.PO#^#^6]RX_UMA=WT)[O>Z=G6E2URVJ;XNY5^,++<:6RF,Y1BR-O; MY?-X2I(?\5RQK7V=X#*W:(NYQ:?T.4!,;E:YH&>D.L._BI3"Q""`=Q%AE+RA M2/>#?301\TKV_98EE>"FRIWU+8&X,R&AE7D'SIUY(IU)G43@H6H121. MTR&/&!&2X."@U`>YMQ!%R2$10$0;(3ABL`PSJ;9U8V_\^J6]674H%`H%`H%` MH%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%!2C/)G@X-S,=8`S;E8H MR(98LNW49GM4YFZS6>OH#V4;>A)QPQXT86`]+94J#YP!+(V>CRRE`07%=.<(DX`PA' MW17`,(K6Z7M>M1DX_P#I_?HF?I0\,;]"B56C>NKB$R0S)]0QN.HC2VIO7')25KPXDEC4FA`E2@%O1\R&V!)+V&R&J`JK)NO[4N;W[>'8=[,4GCIU0Z] MSMJ=%&#DCVGU_EO&_&Y[MFX\BV06MDW>OL'D2./,7=Y#LZ-TB3N9AE`RWACV MI@S.M(1``:IN6N+)`(T5A=0ANC,S\JGNN8YGM_-'-=^03DJP+GSB]Q5M?FN< M/D57PS9B6RIE:93CA%,=/\(QN*-C>U.&/I(K4D0.0-Q[LGN4X)KF&JA!MX=[ M6'=$&[=$7#/%P&[N:WX6XO\`">-LBS:7HY?')_LJ%T2->%LY2U$1YPV5RRZ) M;E/L0QP_QQ6)0E6@.%9,K.L4(RX!W":$8`R`#DEA;9I M1/F[:6*9>PKD5=MWM-/D[:[8%SJ^()$UY=RP^94HUCIW1+R6*:RYW9% M5AEHCB5K6:6-.`0;B$F$V[L,61O>KD3U+D^D6X\:99U.3WF0ZK;"L;22HU_V M*;$YSF[8DEZ!`4>Y.>*$;EG`K/+;5J77674H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H% M!2C/!O@X.S,=W!F>%BC(AOAEVZF#\.(/`^X"WMC%TZ6_5HDY->KP=<5,@T_Y M(^/39E7N+I-G-CR(=/F5#B_!68A2_-,;O/\`4;,DO)7S"#B9TH6E!'`-`D+H M8%2;9*O.*+]UXEKVLY,1$!X%B1XU).PCH$7N?-I^62+* M47=T\HG`\:`P:.E2Z-D$B20U*_S;6L@RK=34=L<6['*W!D@>#H''\N,^0)I9 MX30A0S,K\)O#7?MOD'C)O>_LW]+ M-5_W_3%;V]EE.[,TX[7Y%J(WZRS+3%TRB+D8T(.3(,"OF`G*?*&(G9:!B?;` M30ESM)O,I:2_>6"3`-[I8?V0'A=\0236%=44W;G83B=9=\=N,-Y%T8R?+>0Q M?R+9101;;%!D][001CDSWLW=;CAW404G(B%K.2Q&-J4B103=C/LI,($,5AW' M<5B35U.>+\>='8OCNQGR9.Q\V7V#D+K`3X!L&@VCG^)D6/D#UJ;AE MKA:$_&,>:U;!)KPR3IU#F,T\T(EX5'DYG0``WO8MG=QN;S20.!#LNI0*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*"E&>3;$8-S,>*PA!)Q1D0T5@6ZCO8N M(/`[V!;K;J*]K=GZM$G)K]>$?ABV`T:Y">.;;[(^9M6IQ!,KGS9B98AB3)#W M)\F-:K)FH.:)PSJ)%'G"&L:)*C;6YE-(7FE+#O`5F%@#881]ZU8B[N9PF?VV M,-1T*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*#7V_ M:%"-)S.039PS,.6<\1K<<$"/RV MZ3QG)#T$G)[H3.HK7L.>_6TK''^Y'%4G@,%(>LSZA@=B85$RG$"X<#"L"K+C M[<`T*@)[>$X)EKV]@5K7M:F+5[5CW)9LMQQ9$PUA:,8JSGJT@D8]W]'GIQL)(3$6,92(RTJ?+K&"L5=+L*WN!,4F=K(?ZYW$O M\=.G'_YN/?WC3%;VK&MY=D]!\CDZ7Q/7O)FO$DR.MY*M!#TS/C,V)^E2IF0[ M&PU8]^3V94I*VZ0E$3<9_05@>&&_>[.RB3,85U1!=C\B<9#'O7LMCO/^O&Q, MWY.K\B.44B;8F#Y#0,>NA3FWLFMD9LPUN0V*_)4Y`[??TNS-_$E*:Y>:R;CRWHC41U M98&,_6G>5[,)R[M,NNX1K4;++\TC"\[59I>BTH7%O:CDHG!N+<+)UI-A7&E6 M%&D#Z#+%:R4VSAJ]EO1OG&9)I)N+'2M9-ZV@U^U7V$92G60Z@Y=96!L,=,22 MY"!P?'E:SEHVEH1B/L8I4G""402$0Q7L$-[T69PU8LN(FW=@WV=\/4-^[C7E M?MU#>P@WZ/S';J$5NP0;^U?VZLL;-/7\)>]9=2@4"@4"@4"@4"@4"@4"@4"@ M4"@4"@4"@4"@4"@4"@4"@4"@4"@4%*,\FA3X-S,>.PKA)Q1D0T5@6ZCN$N(/ M`[V#;K;J*]@]EONT2&E(9N\:'H(8BK"L"UQW#:E$S'NO\`_K.M$OE#1WWMSW\4 MZBW"P;?[=G5G.C;I=C[%>7V>7RU=R9ZL"!& M&R5(4(R]A&AO>P>@>HNEKUF9B:\T0//4RXD3ML=A&G8_%&U)'+H;OQD]-Z50 MI>W%ZU$9%%M8X_!8X.:,613[V0%07S59V"0W&%#66-N2#H(/0F'KZ/<\RTKX MFHOR(\ES!OSC/;3*FXCC-VI?AB=X'-[DXO,/ M?O&`\KP)3;.">P30EV%<15K#.Z8B9O/T2-N`C9"<8\XOL*Q-#J#M-E9.VY"V M7%:=XR;<#G0E[-5[*975J/,ILVSU")(,*!0>),=Y0V)[64$CL#O@L$P4G-K9 M-;8PEF6MN-D.]_\`9^[QV_5NT:N=+?\`]IJ4URGI*R#CKVKG<>U4CS4ET=W' ME!)67MJ55GB.M6N0FL9CGM;FMS/0`N];(LKAY:S'+!(U=KI[%V5IS+%#-*[A MHR1-1E+W&]&V$]?])-QV)3HSN5&4[SJIL0V'R.1MFMA,?825V(9@F->'PUIV M5>'4MI;0&7.473)%2BQ0!>&48/H"ZB9PG"6)3B'`*\%^SPW#:XPEXSY7KC&` M(K@"'T@806&*_=MW`"&*UK7OT[;VM[-ZLL[-/7\)>M9=2@4"@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4%*<[F`)P?F4XR][%E8IR&8.]K M7%>P`1%X$*]@V[17L&WL6]FB3DUTW`WQ);PZ;3.DC:RU;"S'F&F')@%IAAL6:((Q`"*W@Q&V MMU]9_;97U'0H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H M%`H->G]H>Q)IO)^1W8K*>6]EWW'^VT`Q3JBAUCUR;X8Y.3+FEL<`.X)@\/\` M,BV1>UL`&9$X++DE&+$`^\B_]+XP+6L.>_NF:Q#=;$,-Q'CI?(XCLXD1%0R% MH1*TNF^U[V`:DR/(;%V+`P8;=3CBC/#%>QH`B*Z=O>Z7MUC=Q2Q3D!WOP5.< M>8#;HRDV02+VG=W3*5*?.^I.X\`\J:8OL!"WIX1-+R[X`"%P?5#:D,\D:TP# MUKJ9;R4@L1AMNEIF=T>Z^[ZR/6G_`*HVG^8CN]]'RE+RA8)O]N7A7-+;I=`X M6@SLF>UW)EQ_+@CGFK6S6)XX)(U[&P]W4@U6]IS+6"`@X( M+!*%:X0B:QO/T2'.";/^=<=<5&&V/'FD6;\\F(IULDI;Y/#,A:U1*%/BQ;L[ ME M/9/-;]I1N&R.VA>S4.:W?5?89MP;EF9J<)R[,8_$`B*30#@M31L:R4QUOQ+RMDER<*> M\?L)A)RO`TK5(G!A6'J5B8#P9=,#R+Q#34QRH/>$*Q0A4EG9IZI751T*!0*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!04ISN:`C!^93C;] MTLG%.1#3!=+W[H"X@\#'?I;K>_0-J).376\#_$=R":9\E7'MM5LAAY-"L#Y, M%D-CA4M)RCCN7&N3ID34S,V*W7I,_MLJ*RZE`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H M%`H%`H%`H%!`UY]5#:#<'<].MXZG//"XW&^GWF?D!1)G<;?IJ;>Y]UL;>E1$ M9I0:L.>[5+\CFRS+`<+1!]D.(MD#VQEB\$:? M_=+!4ZR.\.OE<98KE.31%\;()?*E36!0J$2::)$"Y`R3!F6"3W#1QN)P8[]^ MMX,632#Z\-@,/[H(BF_>33*1JKO>E.V$3`K31K/,1>S$+6N<<7M0G!^5716L MB;TIABQP4=T@DHT0^Y>TS.[SS7U?6'XG^)+>KY@.X7]#=*7E'2?HL(WZVW@> M:&W3*$1_&6TD77'\EW'^YF/&5=4-A<0PTA(U['PU2I+637)&/(S&$BL\%NZG M(&JL4;99WR[L5MKF"#\K";>K(9QNK\-QDJ M%AURR`Q;4.#=C%N>)4DQ,M9R%$N@Z5K6O!Y$EN04M4&]#K=VX:N/HS/&\?Z> M:Y<9OCF<=LGE8YU`KA:36O(9+0!`[#/3DWL[*;J"2@'7L7X MGAADYM?^=\89D;9?Y%^MNNCVNMK>W?U\)#?I^K_4UJ-XK(>.W*6^C=JM'DL3 MT[P-)&0.7=J#2G9TW3?(VL,7J=J\U*7M&)I(U/D)0$[4]G*$A!]E8KK""`*+ M@)N;<@NRFVZ>WWGRKOVNTEW$12C37`<>C*S5C8-+(G]MW8?Y$XL;$HQ++B7= MX;X^9J2QEOJYL;QF'E(Q+4=E1@+%W/*[WB!$W4K#^&Q(RH,7<-*&-/2B21Q% M@_E021^1*V@V/*G]D3;"8C):7I4P'JUYS&H=4`"SQHQGGB2B,N7J494="@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4% M*<\"*!@[,HSKAL2#%.1!&W';O`L4&(/%S+B#TOU#8-K];=+]E$G)KQ>"S4?E MHPSR/\>.5-QXWLDUZLR0V?H,;.&4,>EL,1%D*2V9E9\/0 MK1(A7;T]TZ:PR^I?7N7K$7=SE;9(5'0H%`H%`H%`H%`H%`H%`H%`H%`H%`H% M`H%`H%`H%`H%`H%`H%`H%`H->ESN9VS8EYL)MI\SY.R$S:W9^UYQI+0'_`!QBG)LPB+D]W6(%*@1#,]PAL.4!*-+N8D2"#TN+NWJPY[O'LF)X MMVQR^3C+')(>/7&RA/93MRG4V).M;O`\0LL?= MO;O!#?K:T;OM*U7?+9[*CS#]<2ENB&V\9`@WFTU>"%#XZ:EC)=E;5G2*K$D< M;[,6TKV=9Z?SRPID=U($Z&QY@;J%)!?>,M89W3/2HBB(Q)L?#SB4* MHO&>PF1I7=6YF6L2GN4UF$V-%;Q3"P=16L,[M/-"CR7BGCAS'MAGK9_+/(%( M(;R"K^07+SXAT[9\`RY?#7Z4Q;<%ZC..V`G*1#>I8&PN91%G;UQPS%M[I#%` M^_T[O=JLS5WJZ+E'DW'F/>CF\/VQ8LNO&W3?FX"?2PZ!);$8V5.[?'B6MP;< MP)TBUO1*&9*82VB$8(JRLQ*%0()PE(@WNBS=QQOQBEM\"2_>9-QBX9)PO$]3 M';'8,B;,V9%^3LBYC89P>9ZR^6;N?GQKB^+9&P)Q@<_&"1Y,L-"--8L0^Z9< M8`RUWG<^1@S27<0N70G2=)$QZL[!`E"N/92SLO?TL=%B67!>U#&A<,.-Z!:\ M$-ES1)23U!!)A]@A&8`-[BLP6>5:,:7%MDS!N%L)<-DEE.6HS",2$XDY2F"( MY!S(]Q?%I3TA4;!8N'%`O%WM^LQ-4J?&-!=28VDKE-RQEG!+&:`H0ZLL;:B( MZ)"7K[:+_+1U-^<9A_\`'&LNEQU/7VT7^6CJ;\XS#_XXT+CJ>OMHO\M'4WYQ MF'_QQH7'4]?;1?Y:.IOSC,/_`(XT+CJ>OMHO\M'4WYQF'_QQH7'4]?;1?Y:. MIOSC,/\`XXT+CJ>OMHO\M'4WYQF'_P`<:%QU/7VT7^6CJ;\XS#_XXT+CJ>OM MHO\`+1U-^<9A_P#'&A<=3U]M%_EHZF_.,P_^.-"XZGK[:+_+1U-^<9A_\<:% MQU/7VT7^6CJ;\XS#_P".-"XZGK[:+_+1U-^<9A_\<:%QU/7VT7^6CJ;\XS#_ M`..-"XZGK[:+_+1U-^<9A_\`'&A<=3U]M%_EHZF_.,P_^.-"XZGK[:+_`"T= M3?G&8?\`QQH7'4]?;1?Y:.IOSC,/_CC0N.IZ^VB_RT=3?G&8?_'&A<=3U]M% M_EHZF_.,P_\`CC0N.IZ^VB_RT=3?G&8?_'&A<=3U]M%_EHZF_.,P_P#CC0N. MIZ^VB_RT=3?G&8?_`!QH7'4]?;1?Y:.IOSC,/_CC0N.IZ^VB_P`M'4WYQF'_ M`,<:%QU/7VT7^6CJ;\XS#_XXT+CJ>OMHO\M'4WYQF'_QQH7'4]?;1?Y:.IOS MC,/_`(XT+CJ>OMHO\M'4WYQF'_QQH7'4]??1?Y:.IOL=?ZQF'_8Z].O_`&Q] MCK0N.KV,'VSU6R:\'Q[&VS&OV07],@-=5+'!\RXYECPG:R3DZG4(_#&*^^%H_?E!2[.,UA*C"F8"+2Z*FW.Q;D`JQ7G] MH%XGB1-W!X?=NKZ"[_7IT]NB3DUAGV;_`&OV)R1R^:6P++^R>99WC-H(RZYI M(9DK+\TDL#9G&.:SY88XPL;H]*)`LC[2J9FYS.1H1$$EB**/$27TL+NWU.3G MMGY3$Y1/[;4BTTAU_8ED9OVVMV/S7?MN*X;6_P`:]FX@WM]^U9=3TTAWL>ED M9Z^S_GYK]CNW%U_QK_R;7O\`>M0/36&V]F6QGV_^GFK^]#8=_P#G7M`O:]_U M.V@>FD.M>]KRR,];=>MO/S7UMTO8-^MO*NSH(5K??O0+36&W]B6QF_;T['YJ M]GKW>G^-^SWNS[]`]-8;>UKVEL9Z7Z=+^?FKI?K85[=+^5^W8-_[EZ!Z:PVW MLRV,V[.O^?FKV.[W^O\`C?L=SM^]VT#TUAOX6QGV_P#IYJ_O>G>_YW_>]ZW7 M[G6@>FD.ZWMZ61GK:_2]O/S7UM?O=SI?]M>SW^S[_90+36&WZ6M+8S>]^EK6 ML_-7;>]Q6M:W[:]NX;_W+T'STVAOL^EL8Z=.O7S\U>Q<-QVO_C?L=RW7[W;0 MM]]-8;VW]+8SV6O>_P#EYJ[+6L$5[W_;79:UA6O]Z]J!::PV_9:6QF]^M[=+ M/S5[-A6!>W^->S8=[6^_?I0/36&_A;&?9M;_`#\U>S>XK6M_C7LWN&]O^"]` M]-8;[/I;&>E[=;7\_-7;;NW'U_QKV.Y:]_O=M`O-8=:_2\MC-KVZ];7?FOK; MI8-[_P#.O:L*W]VU!]],X?UZ>E<:Z]O9Y]:^ON1=R_9Y5[0^R_ZO90/32'?A M9&O:_P"G6O\`OKWL'_G7]]<-^GW>E!\]-8;[/I;&>EK6O>_GYJ[+7#<=K_XW M[%P6O?[UNM`]-8;TO?TMC/2UKWO?S\U=+6M8-[WO^V_8M85K_P##:@^^FE<:ZVOTO\`Y=:^R_>L#I?]M>SW[]/O]E!\]-(=?V)9&;]MK?Y^:_9%>X0V M_P`:]FX@WM;]6U`]-(=^%D9]BU_\_-?L"#<8;_XU[%P6O>WZENM`]-8;[/I; M&>G;_P!/-7M!L.__`#KV@"M?[U^M`]-8;VV]+8SUM[/^7FKL]U8';^VNSW5^ MGWZ!Z:0Z_3_WLC/;TZ?Y>:^WK>]K=/VUV];AO;[]J!::0Z_3I+(S?K:U[='Y MK[;"M>X;V_;7L"L&_3[O2@_L$QB)HNX7*8X8/H,7=`^-@Q=TLD2@P7="JO?H M`@-QWO[0+7O[';0=PE7H5Q83D2U(L)&*P0&I5)*@L8KE!/L$(RAC"(5R1V'T MM?\`6WM?V+T'+ZV^[[?3_AZ].GW^M`H%`H%`H%!K8^?]B:)']HQB[4^IG)4V MF:P1A:,EI,`4M\J:,+9M=VTT(QJ48?)DSF@),4!\2UQ)P##8([WL`5ASWY^. MR:UC+9/=TC&V/2$O&U*EJ4F#Q,I,L!M7KD`"L@MA0`)4@`-[`,(3R[6%:U[6 MO:U^VUJ-8]%K6]6P>XSO$-=RY!Q[R>+$H=WM.W9K4';-Z_N=G=_;#34QTB7`"E`I,[J=- M[HL.WRS1L].DNED?RII;(,'Q`[DQX_E"G("_/F&IXG0+4VR$,,;T'HU#'-6_ MJS'51T)"84#N$7%XAE[`#>B3>%]4.>?ZF\,[2F<@6&3,3!U\'%:D(\>ES78 MHE"')X\T+YLI=R=C[#C/D3`F(7OX5!J-.F"(*=$,HL8S#0C'>3FULO MC%,H$PRYO/CQ<4VY`RQQBP9Q/0IG,EOF$KS!&5QS:M>D<;1N!25Z?T1YB%7( M7%.@*-L&Y9BT\L@-[FC"&YNY[++]!9=O_C_6U%%W^<\>$46M^RNP,$\Q3M=F MB,RM!.\A;(Y-DT7A+HTJWM.:3)YJ5)27"/-]RP+W)E<$!P"C;G6,,2SMNM%X MN;\5\EV<<+Y>PH]/6BK(SY@Q?/\`%KL\M[;L`K7M#;D"*.T37N:)*>XD$J5: M!*[C-++&,`1C!:UQ6M?K1J;F*8X=289F9IP=HMI'C2;8>Q:D-G/*1>7R-SP@ MFSXTD"UIVO6PN.L,`:\GR9K5,[,N].%!@UR\2QR,(2DECO80S!T9C*H[_=>X MZ:#;R&+CQL>\&JJ%KOX?DR5YXM,:O3D5T+!8[RAR;]A8XD4=\ZPA![J,KN`O M8-^]>UQ78+6[J]&@TFW62IF+U(F*...&D$2K&:@W`3*0&I`D&!"$([%BL>*X["N$%PW!*W=7?>I_MY\?>A M_P"C.I_MY\?>A_P"C.@F&ACLS@=3L!/T69!8T4)@;;N'D)B325/81$YH6U&<:J]68V% MREA0/@&\:H.YI(5(T05UB[F6`"P[AZ]+=>E%BYBWM_4_V\^/O0_]&I_MY\?>A_Z,YQ^FC0Q/4_V\^/O0_\`1G./TT:&)ZG^WGQ]Z'_HSG'Z:-#$ M]3_;SX^]#_T9SC]-&AB>I_MY\?>A_P"C.I_MY\?>A_Z,YQ^FC0Q/4_V\^/O0_P#1G./TT:&*W[:W&&X>M&MF;]@$V5M" M9B?A_&\HGY,54\<3JQIY`9'&TY>%J.>"=PG,UM`LN5W+G!3G7!UZ]R_L54FX MBWZXWQ7N%/\`-.Q^)!Y8T):BL!O6,&@A^+XX758;*;9$QPUSXQ0>W#W#3EM% MVD;CY*$(#E'C!!XE[@O?N6&-Z*^>I_MY\?>A_P"C.I_MY\?>A_P"C M.2!&)S3(?);DS_4U*4&G^S,$^?'M[<]C-:W83 M_P"5@6-QO'?'$36C2.K@A5/K:QH46R)25D0O+5'F5CZD`"J01]K&G;SDBMT> M5[A+7@[E']FCC+>WI$*?-VO"P9+TV2!82DKJ\PPI1(%*E6M*-*DD@?P+W5.H1,S0S)5KP=++_ M`+-3%Q6NL@N1-<2R&DYN+B^/GW4[S7%TC$F.(C!\?5S-ERXMGAQY>&RSF!(\ M*AN+L2\N+E)S#3I`J1+6I:L0H7YST<4^SMY78[B2'F\>Y2%`>8Y1QQ'@">RN0EN;C<6QS,/;)OYK.) M>K.L?=7['CB2+D%D\48BHLC&E1N#ZL M=EG#RI^C)]GESFPE(1$"XZ'9R2'JW=0[R?`4T>U+G*0FER9G>EB+QD306VI\ MLJU\H5K)=G.*I\U"RGB$&3V?25P91.Q*D#M6(\CHWE!#)]!2#"((Y M39$X^=3E[1BMX11$]G%']G6S;8IO+3G<=EC4:Q>ZJW-;@.9+GA_?#CDLE;G1_/*-0M2@I M+E4U;)U;>F1)6M?8+4P^3$1EJ&SN"SA/:W?'?9Z\M$,)T M3Q@/LVV3PL08T)/Q^`9S!(;+@I<3Y53NRE*4INRKFU))#7=5(69O#B-$AB#6 M)*I+6M0+N3]Y2ID[IYW2+.'D]FC^STY33.`G!1%.-!P`-O5I1M:C!.1BV<2Q M\N8^3%R\B(<2QA'*IN@91V*"8$#+$F,$;:;H4[@[KEZSAY.A;/L[.LX>3^2/LYV84Q[DJ)'Q_`5J58[LJDS#F0%XHFV$*EZ%C*9D[R:Z M(5LBCL0DK\`ETK2!>G6":6%N:UG#R?1?9Q\D*%C;Y:P<<]X^UMIS M*GC;7B'+30$QI7I1Q9U3*I$!^5254J'BQ*DC*%:-2)>W7-='X)YDG8&E:@$YO#JN6<)[.T4_9XZY<&=)',"CN(U"),UQI(0@C*!2UN:S@I5F7@CR; MK[@7+>6@,V@[BEPSC&:91-,OB67O$P=D.*6Q_G+2C&\2]`_LJU[*;5,@,$I6 M-YR5?)GPIS7)E"!E861MMIPF(T4JU4XE$NRDWR2/&#SQEY>B>)C8*B<54/@< MW<\9EE9(A"Y0"%0EYBL@XKG%R=REPGEYN87(W8+HW+.-]%S MSU]G1S$_7"H7$\=852@9SB_)D&$,BLD=DC\\F*GB9*%S)'G)G5M<:DTF:HR0 M0S-BY"G88A'!L+68EN]O;FLEKPFM'$;_`+.7FY&K+!E2A]DLFC[[-B]L4<>T;1L!!)+(C:,(S_RZYB->3(TJZ3.JE8:5+5JF?.3W(G$" MA(!"YK5KU$M` M!1N)V;51KVML%5$\;+7!&4H/`H.A6M9R?` M&*Y4ZF/R99PGLY;#P#[',D=(93I%HN]+1B4G/3LYP+.MRWPYX2(ULJ($W)Y@ M4-C:)-+8\Q]4SB-=WQX<5G"=%/U7V=/:5P&YJW#+6F![R]* MP+'-Y3XRS&W#-.;BC7YB"D9T$N)C;4G,RPM/D;X2E1DDO;>0WQDL"".(ST"^ MVG"7L@?9]=@REBY43)M*"@J"1-*$N\)S"K$TQ]`)`5%KD^C739C`K?G% M6^*DYUGV0O*90O1FM#(V,!$NQ1_9\,MD%L"<3IJ&C0QXQJ)2HVEJS.(Y0 MV)%*:/+4SD[R97*'9Z7WQ"F/9$JQP-6'AD3NOE:NZUX`SW:%G!UB/[/!F0;R MT.4@D>H+FC)`J7R)F98]FR)('R0/:%0VR>[>)"^K54;BAK$VLC&RMA)AID?: MDSHM+5*)0\CDB19P=DM^S[YQ="4A;M(=+5PSRO*)79/`LLL!$H>%3'LU. M&,O+,IALCLK58MN93D8VJ#MQC`@4D+G5XD*U9PZTPQ;`\,6R6/=YZD/`6I&SM: M5O&H`$>';#"`X2>XK6O:U^E^VI@W>[HLWW\S?OHM@NO7E^@L2;SD6\6FCDSA M(W"A[F6Y/B#/$24-C*M[F*T9C8C>#P>3B76L?9&(RQHR3"PC#1)F>FJ^SX?> M07VN/2$_/5AO]#U,%O=T6';YY6VUER72IFS!J+&L/0HSDTX_%"J;M>RT;R:K M1KD^R$-,;4(8DW8[CBQ8!S5="1&A5!LGL+Q!6%8-PW)-X7U0O91I?I-.LPY. MVJEW)OC"&[@QO?')I\=T5/QJV>D#V1!=T7]AB48-FK%(TR@4HFT00%N))ZEJ M.4>.J+`K,%:PS0K3C&:H'(>@X83]PN715NX\[6)-VBMI<]?`V'E347 MC&&#Q/Z8G$LK@I+/.R/=P"Z7":$5D%BN[:WLWJ36-_A,O^SCIC4O$?KX$]2A M4G'SO9I6:)`>%0628JV;RX>-*=<-K6)6)1#N`XKM\(P-P];].M21_`DJE7)QB',3OQCN/)#B8O0^=86:8XYM&$%6.(3G&3[`125Q1[FCSG5\; M(_'&Q)'&!<4K8\%QR5,SQCJ9XMQ`FU\DY>SF#WN2G-4D+=L!NS:Y014D=+E+9'"F<@ M]0(]6T-P35L\9]+2_P"HZ,!&GJLA=GS2M8E,+.3J)_SQ&$FE&D'EC!Z]L:#W M@')C3B#+=X-[=0C%;K[=5B,X]?NS[U&R@4"@4"@4"@4"@P&\E2949L7LV>4$ M\24K@-Y"TQUBRU(RKJE-$$8BRQ)K'B+2'^&$8K&"MW_#L*UC+AL?EC=G M/_YEF!UC*-(ULUZ(/*-(/)P=B8HX@\L9)Q)I<"8`&%'%&!"84:6.U[""*UKA MO;I>W6HU&4*XT4H%`H%`H%`H%!8+RG_[./=;^SIDS^;RJK&;.[^9[NP`.QU(RQ/35:QI%[N36$7CD=!@_92P^ZM[-$G)`EX3N3O"6U_(9QT MZWX_XV-5=693CY7.'=;L%B1N9"LJS=!!M0\T11>RR=Q;\?1=8J2S-6ZE.3C< MQ8?XBQ(6*]AB]U5G)B)CE49PV+-1T*!0*!0*!0*!0*!08`^;-[:V&?Z6*W=0 MU)DJEKW$:RQ/&9,\8)2G*W##+$2F3%3G7*.2G)!ZP\?86U^2^;''M`J,!8)? M6PQNSAD3XP+`#QMZ!A++-*`#336@%BCTX$IQ=P8Y$&I1DG&W`64`%E-N;JMV* M$VKT6RIGQ%$8FW#S&^6B,XR=-,:((ZV09NA369*43H8F<+J404RHP=<\:PNV M77BR(VE.V+V&4[2,\[$_Q_3GCL@T9R=)4[X@9,\H4+9L;,'+*(656A(9HKE( ML4V3,DY:"C!*$DB:33+6$@/;SC$KMN\>BX/E4[8!IG;[O*'QU^SVV_K+PRD+ MNT\T#^>\3<>FN;P[ILNS MN;Q8/Q1B-ACWP0S!`BQ[#E.,_3"7NT#E"AE/>)V<<(@@(C!W&*_23FZ;8K;3(14:*!01[-&%WG/+NBZ_HCMY M5-N>,SHW&DG(;=-]&`'[6-3I$)!A?N/9"27;KU[/;O98VZ>OW2$ZC90*!0*! M0*!0*!080>0UO5GYFVP<$J_R4:7A!W,;RR+D%F%F*W25-9R1>,V_4P'FZ[4, M-B[6N$RQ][B[0!JPQNU\F7?#B=W28BQ6ED#@4[/R;'$'3O;J058@ES=R8PUE MN3@238LJQ)2U:$9@0]T/=L+ITM[%1M4>@4"@4"@4"@4"@L%Y3_\`9Q[K?V=, MF?S>558S9W?S+DZY_P!X:S9X0DC)``PT!JO%DJ(+&468:06,P(S+7#80P6O?LN*U MNVB3E/D@)<&._>KVQ7(QQW8*Q-QD:YZIY+AAD\[ZW'5IB-US72?VV0U1T*!0*!0*!0*! M0*!01^^;R1D1:=Z5NRBR@S#3$8F;P9-Q9!%I:B42G=E$F1OZ-0T2C6U$Y>>0:TE)%"U1 M@-F=0J(Z1J,&^#266Z1Q*#>R`TY==6$\2X05-QE@J1G+.[4:*!0*!0*!0*!0 M*!010M[(Z6MY+,HOXH0G=S&K/W$X43,C-;\WST^-6%FK''C$$;"Q">LN&,,> M/92&PDLH8W8];8[NDC+NH(N77.<_HE>U'0H%!9)O1@6?[`1'7AJQX!G-7XOW M;T_SU)2GER\V`%`,-9OBTTG(VXVY!X%+PECB`\Y,F%W/*3"_#L*PA!HDQ=>; M7]\"&&^_>UQ?!5CSO7#:]@W%Z(M'6]K7N*]K=?U;UEUC)5 M6BE`H(ZW'T(L>1-!AE&#-+%+^>2X##""DI@[>ORR]HDY`S22K]?:"*]O;JRQ MMT]?ND4U&R@4"@4'A)%E+&407^:I9D:"1=T\(L_S;(I='V1?X!MNI1WD;DX) ME'A&6[0B[O2_M4'0_#W@OV/AHQ-U^Y\(T/\`XXH7!\/F"OCIQ-^<:'_QS1+A M[6-3*(31*>NATJC''&/PJ3"C5(83%+*#2"AD$&GV8D%C3"2##E!A)0S.MP@$8. MX;7Z7$*_;>-/;4'4/LA8(NV'O4F?&B.LZ6Y05+L^N2)H;$XCC`E$A/7N!R=* M5_9:]%M4&@4"@4%@O*?_`+./=;^SIDS^;RJK&;.[^9UH%`H%`H%!;' MNRD4+],]N$"/KY6MUCSVD2].[U\H4XJE9)'3OB"#KX@[>S>UONWHDY2@G\*V M^?'_`+%Z6NISK.&_Y M')E[%K]E[T2%&-EQ;*'(JVD-N4J*L;JM`0'#< ML.XX8XW&8N6X$7"I,N;RI<=:-O'5F&TBQT5$CTI4G7KB+`3)!N(+&B.+!<83!V!6 MG*IF;O!XGETP#I%-]RN7;+F7]\S\+;10W9;,96*-3@Z[3F=E9@3LL)A[G$%( MLR,SJFBL*],Y"N6-EPJTYET'D7CF=X!H;6:$Q'+'._RVE&"_R)8=_P!%>/?Y MI-%9=(R54HI0*".EQZ%C*G^@18[6L,$MYY+"M80!VZ^OTRW[!@$(`NR_M7O5 MESVZ>OW2+:CH4"@4"@P-8UP=A3,O,;RN7S!A_&&511O6_CD,CIF1,?P><*8\ M-QC^S_G$<>-F[0ZI&?+-7-;MB M,0YBP0J>LV2'$>.L\0?.SUE30#:(K#\,AVVF,8L!0^+0*'LNTVM!;/$X5'FB*QEI`JTFPDO5A;&%B1 MH&I!96O5FGF^$4#Q3S1F"ZC&*]TM;9<+9;USU^@+%B;&V",IS;-,+@&6="-3HF[J8]/\;K8ZZ/K%F;".59M M/PK&OSFT*RF=B,-4&KFY*B5$*#%!*HDQCAEX\?18+L#A-ER1@_E-W.B)DMUL M6:[[":I)\&R"QV-9VPEHZ_R3'<]:'C"SQ*T*V,+\IO(1%LSJRA"X M*#S3`"&,=KM4F,+9^=N->\!8:Y(^%5TQ!@[#^*7-YV-VJ0.[EC;&<+@S@ZH2 M=),SJ"4+BMB[(UJ5R,I1:Q@2C1"+L9:PNG6UKTT68B-T5XP9Z*C90*!06"\I M_P#LX]UO[.F3/YO*JL9L[OYER=<_ZY?(I_++6?\`U=8Q46,Y7XT4H,7>\L4B MN2-MN,'&618-!016?QR/RUF6.L7U&RRHCBF\?D2%Q1*Q(3W`\ MRQGA7N298`NMKW#>K#.[.//\,.V7(K?7?DUE07W2O&V0]-)IL-A_`^.<:%8\ MXVHY&W1^G^!L3>=18EBD@QPMVDR9(8;,W]TDCVS-CBT)T:%(8L,$GZS(VLN$)5AZ'3S7Z`9QECQJ/IRM:\C2'8%GD@BXFC+F$.8L MYY/V;5M$\8#4K-C0M2SLT#=279?94ML:AJL],(2>F;!>$<+#`XB3E*`-P4YYXO,CAL)U+T.RAKKL*QND\/D>;I5L3*LFL$_B;=J/FY% MD5*;CEY7JFJ'.4AF)S:M1V3"5V)3EF@L:7;H`RSDQMKEAG>/NV3=1T*!0*"- MOM:CUFQ9CWF6W2SI@B%YGE^!\_QMGA[E.(X]3R>#]HXA MBN29GDZ?7A)KMLTKR#@+.TXE4:>U&'I'/\1Q%PQ$ICA9IT<$\N!$66)V`]]7 MK@GN)(:FG=67!6,\;S[C'WFR?-\;X'>2[ZBE`H(:_(3(81'LT\@)3QC['TOS%F[D!Q'K1B/(F1[L"Q3 MB:+%<<&'\PRT$*<9W(V#'L)?5PF=99J>X!"\1XMR$5J_G;.$IXZLI.&/7J#9;PQA.&Y\;I7G!1E:.":GW M-;CE6*J\>NC"!*E)BS2^R`+6L3^5@3U)IT.$,-1R1X^V\RN;),=YE):=: M%65`*(1C*'P)IU9R"#(V.QX!Y+&(U;I>_WJ). M4L9W"5%6N'R'>EI2LC1&',&1M=AO$89\"S#5\E@,'K-`1I$:K"&0Y).IJRKE M9([K3'=2_N:9\LK"8F"D`4)*793;JST5&B@4"@BVPYGU@:\`&YNAZ*/LD'=&Y6G<6QJAZ=4-$WF"' MY4)*`(CA",&9>\U6JVS,9I:-1T*!0*"*?O<^QP'(KE2+.1,)L]K=E^(]]8U3 MAF#.$/GH3T&9<=DW3Q[&,+@COA[);*<18[RDN4OK7X=^\,LHT:=+WJYSGZPE M85'0H%`H-6C/>$#:];F:<\F""?:RK<*7W7EV8QP@&5%J;.!$01[=N;:X`,B" M^))&43Z@*3F*!H@.PC3"07`3XA]P$BUAZN5;KN_CXA^7*AI'JGF#9[F-V?RA MR*8CP-G+%6S&=D\!TZDD?;%^2LTDP['4*D<94QES5S]B5I@3Y]=U#0D\-I66 M+/0F"ZCO>X`KPHG;>[ETG\MF_@KK\".'.O9?X*\>];?8 ML!3_`#W!<20++37%HM@V>1:3-V$03H;VTX^,'I%[)K$D--2`.MXG@`\,@1U[F7!I M9QK+\+KM5]/&7664[$9'4Y2R%F7*FT>0HOD?+<]R`D@;*:X.\)QQ&,519$R1 MC&T/A$286YMB$22%CL4CN)16%G?_`/*QMQ_N6=L?YR&U M69U\F77'?Y/X+_(Z,_P(AJ-/8T%O&SNM,'VLQJAQG.WZ>Q1&S9#QIE:-RK&4 MD!$YK&)[B.:,^0()(&1Z-;W5.2>TR=B3'7`:F.*-""X!AN&]Z),6L@R!Q"XF MRQ-<49(RALSN1D*?X(?72486F,OR/C)]?\6R-[3HDKL^PEM2R-M8XLBE1HH%`H+!>4_P#V<>ZW]G3)G\WE56,V=W\RY.N? M]Q^M"G/3SA:81W,4_P?D'`\SDLS@\R@+/ MCF1'W42_'TGQI(&QX8@61R5J>X+R4!Y)X0#`9;I>UR3%K1F_C!8\C2K&\ME2\LK$F+8$O='54NQ6U%E76 M*#R2"K&]PNPC+BM%I>312@4"@4"@M>W?L.^ENWMBA6";?5[/UBQ"MU"$=\42 MSN"O;I?K:POU*).4H)?"[E+A5F7)#Q[1_0+6?:S$6T;<[Y&4Y!G>9)O:0X_? MH>DU*S6DG;>VM8LJ30!+LZ2T]O5(S"&U$`L@DVW4NPK%7K$3$S49WBV*M1T* M!0*"PW(''AAO($\RI/[Y'VA@JS-;RED63(OB[9K+V/L>RE\3P:+XV-VSQA3%CXE]_0TSO+.,=W#8N M(+5./1MQ@K?*MGB\;2"2>E20WM9%;J,RK#&[.&2_03^HEI5_9 M*UQ]CK>WY'8;[%Q=M_\`A[:C490NUHI0*#'3G#B[U@V`E^2)?.5.9TELNR%D MF&18=%IG4R*`DP8=$VY`8L*2@-,(2`L*][]ZXE MI.V)>?<^*37Y\>KR5\RMN"^2.['Z+^D+UM?F!W?;1CHZ!O&0N[B_*7`$=$!\ M6ANA"99*(*P^UR[V.,L*VG&.[K6KB)U@98:IQHV3O:Y#BYQ<%3D\XM;]J,QM M..']0Y.]GUY"^PQGD;>Q.9+^Z]XUP"83?RT0Q^+WN]?JLXQW92*C10*!06D; M_7Z:'[L7O[%M2-D+W[+B]C#DS_O0]M_O6[:).4L6?!Q&FN+37D.;&QM8&D). M6];2ST$7P_E77YD(,MJ7BT\=TV'\YO\`)\KL!QAZ@RYK@N7&H'H=_*6^P$_N M:LIMSE(#J-%`H%!C@<^+G7=5(

785C>43Z> M^26F#^JQ^S2,B*@.D($)-E0`IK%G^':XPB%>][VV>,*9$<+.G":)L\!3/&QR M>!QZ7`R`P0V/Y5MOG!W@T\0\B>6TY\N5,R9PV/XDF M]/'1;)9:QXW21Q5YFQT86EOK]',=/F)LV.(R4-Q`,?Y"S*DH$]QD%F^2E6'7 M.V9R=2((O?4\L4WNO;C0D%%I1&*@]T9-AV&'KJ]'&=N/+M_@Y;M1-=LH[B\N M6PTZW[PCA++V.=DLYE134V91J1.&4Z^D_EM&L%_D2P[_HKQ[_-)HK+I&2JE%*!01S^/'_MY MH!_*SGD_U^V:K+GMT]?ND85'0H%`H%`H%`H%`H,+._\`^5C;C_QH%`H%`H%!;?MAL`GUJPA)\CIF4Z73=4I9X+A M_'Z4I6:KR5FS(#D1%,3X^(NB+-/2$2B:N20A6LZ>$WH/'5FW"40,5B3-,3Z_ M">W7'D_+=VP3EXVI?L0M<`Q-C!#W4; M.C,`)4VM:09KNI7@6*7!IN;-3MQSZLT>'\PX\SQC]BR;B^1)9+$G\HWP%1'4 MI8W."0P29U87QO,Z*V61,:X`TZU$H"`],>`0!AMT[8U$Q,7"U+E/_P!G'NM_ M9TR9_-Y55C--W\RY.N?]U@A M#:W6][WOV6M:U%1],Z[\[%[]YYDNCG$7)6IIC6.7IC:MP>2DA(P3+&&`@++B M<%F-,#I'/RN,YASDH;B0!."396W-@#[A-&09:ZM-6;O)E&U'S'-)47D_`F:G M1"Z;#ZQR%FAN07U&@"S%94A$D:AN^(=@43$2C1H&1-ER.HE-G!$B\1`VREI> M4"48TZ,L8HL3I.<+QJ*4"@4"@4"@4"@M?W>[]]+MO+%W#8SU7\_=RXK=0V'\ M%$L[MQ6]L-A>S1)REK_>#">\2^I M>N-[BO>XKWZX=AM^MQ"Z7%>_W;]MZC491Y+M**4"@4"@4"@4"@4%I6_@K@T2 MW5';IU#J5L>*W>#85NH<.S*]NH;VO85NMO8Z7ZT21&7)`8WW$28(5 M[*;1V2\@LD41J6-IJ6;[`\/DR8KI-Y%.+4TKB*S*^.EZ92V:B-A MK@P[4)5:906<6X7#T1`Z'%*0A0]!W1B?Z^GCNEP5'0H%`H-69,>';D>59TF7 M(%Z*V6Z2&;RRC,#BI8\RQD;Z3C5/N$X$.K\5BM>_)+C4-AY!BPU.,OQ;`*$; M8-Q6Z5IRF)ST<[E/XU6#8#8WF5W86[IZSXD=L&[,9Y2I-9\A2-(AS=D^V/,< MP:7D'P=E,?$:I85,3I!=M;+A2'6,6I#0];]+VLT*B=USG$_ELT<%_D2P[_HK MQ[_-)HK+I&2JE%*!01S^/'_MYH!_*SGD_P!?MFJRY[=/7[I&%1T*!0*!0*!0 M*!0*#"SO_P#E8VX_W+.V/\Y#:K,Z^3+KCO\`)_!?Y'1G^!$-1I[&@4"@4"@4 M&-;,BHS+O)3JCAH#@@4137'#V6MOIY'C3P*KJ)Q)52#`.`U"UL"(P)0V]/(9 MPXHCCP6[JIO"83?Q"NH;HS/]4R3B"$81`&$(P##<(@BM801!%;H((@WZV$$5 MK]+VO[-1IA>S-B7)_'7D=1LMJ3#[2C6N6O8W#9W7-M,+;T420W1K#%63L6J_8^[>]P]6JS-[; MA4K!\@88OMER62.2O;1'H]'I#KD[O[Z]N2-J9V-I;];(XL7NCNY+CB$;:W(D MA0C33SA@+++#<0A6M:]ZBZRQ2S+,&RW.](7C#6IE>U<>?,4ZM!5J2G")8P=4S*I).`$)-RKB2+*F,Y9,_&OF MNN$M5<4QG"6OF-HMBO&4236*:HQ%&PAO3G*S"R@+WUY4EA\LD$G>C";'.#FM M,/7KU%[FGFF#O<518B(PA9]L$LCN&.0W2/+EU25A4[*,F6],)FM5*$!*23&M MT1>MB<,-9A!HB5ZA]:'^`20EN-+N:$LIZ5E"+MXX3`"<[9*Z*4"@4"@4"@4" M@M>W?\3U+=O?"[OB^J]G[P^]^M\3X*)9W.]_Q>]TZT23+CP/ MXX'K:9=L8A4Y;<,T%;`FDHX2"$`U+R^ED@(.66V([+)`/("QM\`H(QALW64# MM^LM59BK[WV;$JHV4"@4"@4"@4"@4"@P!)O< M-;V7:E&ENEPTQ%E.9N*WU^CR8H28Y2$!;T6<8_^#L-_OO[[[_MU&HRA=K12@4"@4"@4"@4"@M(W^_J(;K_V M2-D/N_$Y,ON=O]SMHDY2QM\*3#9!(M^7H2I&['.F9\!-AKZS3_-.0V!?9BU% MPN,E*@=MCAG9N+5MY+M;R@+J9=$"QI93>$)!5[593;G+.W4:*!0*!0*!0*"R MO9;8N7L$QC^KFMZ-CD6VN4H<]2Z/&2M`[+\9X-QR@&M:E&=\UC9[DKA10F1) MO-;$RIC2G&5/X@HRAID1+FY-Q)G2,W8XATIQ5CV3(LL9"5/6Q.QUV@EM=]@\ MUC1R:8E=\HKSDCQU'PIR8/A.*+E8!&>9HBW-**_>ZGV4'7&<,5&>JW#FT7H6 MOB[VP2C\WV M;0!.//"$)?0?6^ONY3$Y_P#/C\O:\K_&=+=A-J>83=QMV2U-Q^P8-V6SHF68 M3R;DP^/[!3WX-L?0N9.!^.(2!D5D/I#VFD`4C;<2HJZAMXN,=>VG3;-F:)DTX]Q5CAUYXG^< M39]NH"SQMG'R%1EK`X.%TA"I38@3@XD%>X+'?O&6[.G6]67/;IZ_=G4Q5O#J M%FY_*B>+=C,32V5JK)1-\62RYM029X`L`>8F.8H^\&-SN_)S`)AWN8B)/`'N M]!7M?I4;N)R7444H%`H%`H%`H%!A9W__`"L;[LO-YFV:KQ-Y;-/^,O`K/&BP+TXW-8JQ MMLMFXR6&FMG>LJ)2(+9$:@A.O:X!B4=WK:]NE[HS_P!>C+#4:?!!",(@#"$0 M!!N$016L((@BMT$$0;];7#>U^VU!A0S9QF.V."]GV;%Z^22]$HVKCLF=Y M=(YRE13"7')V9H1N:8#2UHQ7NN4F.!A:,M7FS90Z'1/'L4CL%@D;8X="XBS- M\>BT5C38C98_'F)J3%HVUH9FEO)(1-[LS"![DSQNXW3\I0(]M3^C,.Q)@O-$GG$E$8N$%1#Q+:6;?7*M:YMM7L_^%:_3I&#'/#-%>3/1F7Z";![79!SLT"RTZY8C&?(JU M1_&4=QT#4O,1LZ>XP]I<;Q9<>X,TRNWDD!5+!%B0G'"]V((+WK$1$3>MX^Z= M7A7D%T8V-N07@S;O77**I6\6CZ)MB67(2XO"]Y%9'W$#>RV>`.R\XT;@2`'@ MDC"88/N!O<=KAM&[A>!12@4"@4"@4"@4"@CW*7:UAC=G"_ M/3G9+7;&VG.D\*R+GO"\!F1FHFLBDN)37*<&B\G,3N6'HA9N4`8GQ\0.@R7" MX!6)'8GNFWM?N=>E%B8B(OHR#,$A8)6SH)#%WQGDC`ZDW4-CXP.2)X9W)/88 MRKGH'-N.4(EA-C2Q![Q8Q![P;VZ];7J-.XH%`H%`H%`H%`H+2-_?ZB&Z_P#9 M(V/]N]O_`(.3+V[=MJ).4LT220,F7)WGYI4R',>5(G!\D2,+:G&CL3H$8 MQ6#;M%>UK6[;T,EJ^AV.90T8G79TRP@/(SYM4]FYSR?9T3C+?(BTR@OQ\3X7 M/\J0HE[>APABXQL8!(1=\HIT3KSPC,&I,-,)$88YKX**QRK M3'JG'"Z8A2@,L2N3GGY\Q<42U^Z.UK]*L,[LF`B8(Y1# MSDE?D[FE,L(R" M*S4H5%@W5&#"6J$*L=O),2K+J4"@4&K.EF-^7V'[(#SC-&O:)^XMF;D:;9$G M9)+E)0LU<<(*;O8G;XFE4XW<'R2,I4<49%4I+$%&QQ246N$6;8B][6%6ONY3 M$Y_\OSY5>*3-&RVS',AOY$\LZXQG&FO.R^=4,.#GNH6%&E]`]VU[M#&=V$X1/Y;.'!?;A+#M__`-J\ M>_S2:*RZ1DJI12@4$%/?(LPOB:>;&%C+N+%'.^8&Q@!`N(LWD\Q0848&PK6O M4F%5`(TG&WSF+M$ MC"2!0P(;&F(3W)*>J;5745Q!/3C*.`/W016%:UZCI5K1I1A'8_2=/>=:8K)E ML-A)H&>HF.BV3)T8^29.TJ5",HQTU-S=D1V4O,)=(JA`,XF"R-UJU3>N9G9O<69V7QV31F1L+ MH0E=8[+8A*&A8U.[:K*+5-[DC/3G`"86*UA$Q,7"KU%*!0*!0*!086=__P`K M&W'^Y9VQ_G(;59G7R9=<=_D_@O\`(Z,_P(AJ-/8T"@4"@4"@QJ[N>;L#9HU: MWO6KWI'&L4R!UUMS@6B6K"6,K".T\C@\<3S62)"!72F(,7YICD3=#U*@`RT3 M0-Q,ZE];F!).DLE5K]>VW;:_;:]O;HI0*!0*!08T\:$%;*\@^2L\)S$KEBK2 MV#O^J>,5Y?C'I7O8+(J^,339M_;%`%A:(\G'4=C\5B%C@D'^&[F/Z/Q2S4J@ MJJS&,WT9+*C10*!0*!0*!0*"U[=^X[:6[>W*#81EM7L_7+"*_2PAVQ1+.X&] M^MNEKBHDY2@'\5V&>(_&FZVJQY+:V<@*<3FJ$829:US$@@"Q8F8 ML7O;ZO?IMJL_J%QURDRV/C<(HG`9?RJ-J^Z4,F-562Y76C9)DV+BS^:?%)%B MW*^-G^\&S?A*;>2WF6)\@$(R%QK.M5H!F-,HB[VWJ"W"/R%N&:U2!G/)6)A] M!C++$3?FN1HI0*!0*!0*!01[^IFT9QS*6@+7N$06@R>[YA8HV6M M.P['A)E);G@R&3N=VA*<]%*XTRR%*<0;CK$))I!J=V1+"3"#2CAA$"]K@$$5[7M>UZ2 MFW/TAFN?..O"T=`O>M5G.5:39`&J7/;>\ZW.1D0QJODZE2E2M8%*WJ5;4X/"$@]00+ MQJ5]5%*!0*!0*!0*"TG?VU[Z([K6M[-]2=C[6[>[VWPY,NGNO:^_1)RE'VXX M>3_4?7'-.W^"0X/.28_CN49OWHEJ9@@>"\48KEP)=G)#BJ-V5 MJHS.HXK0^:#FU(8T`L$)9BM,<0?>TS&Z(F;9B$/+;J4YK4;:W-NR2]P<%:=" M@0HM4=@U:Q8L5G`3IDJ1*GQ\:H4J3SC`A`66$0QBO:P;7O?I2EY1W5(>.2#5 MMGR:UXHN\9+=9$ZNC.R%.4?PEEQ\B21U>50412!SE+=#CVAM5H%8O#6E'&!, M1F=0FA"*U[6BW#T+COUK='FOSQ,G/*<#0G2Z20ML%-=>\^,!S\ZQ4XHAU5L* M=3C:Y[JQW--[I"XH-TQX@#"`5Q`':PN'2?63Z;?&=)?S(9\_HPH7#EM_(QJ` MZKDK:@R3)3UJTWP4I'P*9W+N<;TN+N!&=C,LNU^EO;O:A<*KJ]J\#HCWM&;- M59SE&D:APD+*@A<^=)`RHDII9"E2YQYMBZM[1%$*#@%CN8G#W3!A#?W0K6N+ MA1RW)1IK>UKVR=)>E^W\B&?/Z,*%PL5Y`.0343,>(8QJ?#]AB&#)6V.;-=\' M-$/=(5.8E,)]CN?;#XGAN;FJ%I,@0QF1.9Q>+I(XEJS07'9(2HL*][#$585A MG=,3%:LZE1LH,9O,6D2+.-O9H#DE2K&9,T8[=)$!P95LB:4\79LP8]=Y0Y/K M,WD*5:Z.M,>1*53B$(+A"A)-$+H`(KV0F[)@8S'F'!V=MM)3DJ`Y/;PO:S8+ MB%8VG'SS@)`:Z/*)'EK$XY,)!F"4X6>Y?"ED<5&6L6D;)"Q-KC8D8P*#?%$$ M_3G<3,^B8S674H%`H-79&&;E/]?&*..7B]R5O$FDY+VQ\D89D;DU9I.GQ*W[ MNW7)!N#:Y7'CHZ+H)@G*&458HPB[B`/A6$;W.NG+&^V'7MZ*)"]E=CV$1"7R6S/`7U\1R]_"G9)`F&GN MC2F65G"$43WS`"#9H8SNPF:B?RVEF"_R)8=_T5X]_FDT5ETC)52BE`H(/'(T MAN@XI3"A&>+=1K[S7./7KU[@73D4PDX@)[#U'2Y(%5@=.H>G3IW`?K`USC*/ M&J:?C'\FV/?Y#Q/^`4%1T>XH,5SPR)-'-WH_,HJB-:]:^0R:+HSE]I+,?C8Y MC#=-.SG.F/LJ,S:D3+F&,(=FX^VKV&5'&^0)UDK:V)1X@USBI\IK.4WI+*C4 M:*!0*!0*!086=_\`\K&W'^Y9VQ_G(;59G7R9=<=_D_@O\CHS_`B&HT]C0*!0 M*!0*"D^=SL.$X7RD+88Z'D8+-@DF2Y:%D`U(3"QP%8U*4DF3R0:X04UVM4UG MF%&!O?O#[]@@ZCN&U">^3%_QW;09%CDEA>G6B.3LB`\7,> M4M5\;.#,PI[;0PTD]5(<4Y8CR!]:QH5[VG;PRIF6)A*2D4B3NS8799VSHS,5 M&B@4"@PZ;X[]$,3TX:QXCE#WC0QVR=C+7G8?=$*)`*":=O.>V=I" MIEN?7IO4-UFX)*14P0KS\WOLB.`A*\D55F9T9.<)X:Q_KWBJ$X:Q8H-`F M>S2SI##AK'!8<>J4.;U('YS-MY4^2J5/RY4YN[B?<2ERW?$(&ENWHP`N8(.KV?A!+#[(Q!Q1++V!;V>T5[=*). M4M>]Q!ZM:'X'WQU[E^IW(XT[D93>,6[,1;*^)"L`3+$I>.(Z\:6YNE#C*667 MR5[6-.0DC),(\C93K-Y9H`W7!-&(-N[:]8B(NXS_`-IE7`NA`V<=\/0`5.*X M";*F9@A5NR\]S9)&N1&`$&I%N%D*./;:,;:0B`5E?3I0Z!-G+P]`-.2C6RW6(M8HG<< M/!&8@%[/5[EWLS.'R9'4:Q(X)$J]`J3KD*Y.0L1+49Y2E(L2*2@G) ME2522(9*A.H)&$8!@%<(PWM>U[VO4:CX MBH,B.[Y*>76S3F7`"5(2/%$`+/CYN1<"Q::Y"$H?51B<\MHNW7:G,#>9Y6H( M\$JQEAC=G"C'$L6*W(Z8;?QK`%PP)A"\-%;W)!_0VW?,M_ MR@>X'_T=)-N?I"4/4;4-V0P%$-FL.2_#TQ6OC$FD*=*LCTTB:Z[3-\;SAB6$ M/,(R5!'H`1#9YE!9,B3.+>=T$5U[6O2VN$/U#P MC:E`<6!>0NME'EEG4+J'$5G`+I99^S64V,\;Q?=][O M=M+3A#V"SB,PJO97:.*=@-PO,+\CF^VWSC))_%M+.,=WI8OP0Z@ MPM<-SBN4-O65>8"Q8U)&PCJI$(NUC`V#T:S-A//1P]B M)5D/7O(,>R;BY7,,ZR5\;&251I]:)$@./:Q)DZ=>B. M]KK.,,YM1HH/#Y.QY&\NXVR%BB9%+#XADZ#RS'DJ(;EIK:X'1N:,*^-OA2%P M(_9T"PQK=QY44.5X:E[]&I;L& MZN\3F+CK^]L4@Q.CE;&!D2$N+/%7*-(K@3%B)`<$BP3>_;K5MGC%VRB5&B@4 M"@U9Z?9OD'7\A,`UFSC)<\-7&,X

;",DS=PG\.8'1J%C.#Q&83(;9$'AW2R5_):V)^3F!&C3&A.-N,H% M[F%C#9>!QO=?2?RVB."_R)8=_P!%>/?YI-%9=(R54HI0*"#WR?KF"/<6#.E6 MN;,S&/VNG,:F:B%ZUL:3'I^=-\\%NYK>V$FC27=7A58!Y_A%!-5'!+,,%W[V M,'5<](\:PFFXRM>V-\?6O:]KVA$4M>U[7M>U[,*"U[7M?MM>UZCH]O08T.89 MG.6<;NT&QY"W#=%JN::[32-9KBXDR4M(N.MX3O!2KFF` M*&,HCOCM;K;K2$W9+I6';36IZ8V5X,S_`(,1#=FENC)5737 M.L_`L;M#K/\HG!?YVX!^,%"X/6AUG^4 M3@O\[<`_&"A<'K0ZS_*)P7^=N`?C!0N#UH=9_E$X+_.W`/Q@H7##IO?GO!+M ME#:Q4UYKQ$Y)W#ASVGC:$Y#DN%JRUDA72(P:)C2B(>S+'NRP-^I2K#.Z8Q\F5Z`[.:V)X+"B#MAL&%G$1*.%&EBRW`+"`86SHP#`*WI![(16O:] M1JX>M]:'6?Y1."_SMP#\8*%P>M#K/\HG!?YVX!^,%"X/6AUG^43@O\[<`_&" MA<'K0ZS_`"B<%_G;@'XP4+@]:'6?Y1."_P`[<`_&"A<.L?\`;G56+LSQ(7_9 M/!#6S,#4N?'AW\@F[/B'KC\;Z]8_, M-+!30I"C:XZZ@@"QR,/="T#`YP]_ ML3*(FM-=DPFW=I+/$7F/$1KBG:"LJ8X,=E99QR5K+G$9&XJ24XU!9YJ=$%TN MI.+)&D-",00WL&Y0[7Z=V_2-V[OT]@OX:1/WQL_[\HEP_@60H"$8"Q3B(!,- M[WA`%)66PS.Y;O#[@;K>\/N![;]/8M1;?WZ>P7\-(G[XV?\`?E$N#T]@OX:1 M/WQL_P"_*%P>GL%_#2)^^-G_`'Y0N#T]@OX:1/WQL_[\H7!Z>P7\-(G[XV?] M^4+@]/8+^&D3]\;/^_*%PMBW9G4,,TRVX+32V+JE!FL6>P$)B9"TC.4'"Q5* M[%$%`"K$(1AH[V"&UK7O>]Z$S%2@B\4^C>G^G6YNMV4L`\F>#=UYEE+"NSD. MR'B?'K,S1UXPNP.NH&4ILIFDE7$Y'EPU;4VRV.(HX,D]*A$-8ZDB[UA!N4*L M1%3?6?VES<")"=+QUPY,FW. M3>L3'!$4H2K$2D99@!6N$8!7M>W2]!89QN3ED;](-?(M(YG'Q+L9QE\PJE5. M+NWH'%Q8\$S638;C3HZ)5+@8(IX&$(.Z&UEG;DO?]/8 M+^&D3]\;/^_*BW!Z>P7\-(G[XV?]^4+@]/8+^&D3]\;/^_*%P>GL%_#2)^^- MG_?E"X/3V"_AI$_?&S_ORA<'I[!?PTB?OC9_WY0N#T]@OX:1/WQL_P"_*%PC MV\V4Y8BLV:*K6_*41AB`6/=^$IDM7[./.J[39R^"_$QJ*/?#S!(_-)(0[.I8 M334\3"A\DDODPC#SB;MY5Q6&=V<*9<1K@@7D)1=1T*#'#&U;-AODRS,RV6, MK3'=H-6H!FMZLI6E,Y2#)6`)N=AYY?5!2@P")UGL%_#2)^^-G_`'Y0N#T]@OX:1/WQ ML_[\H7!Z>P7\-(G[XV?]^4+@]/8+^&D3]\;/^_*%P>GL%_#2)^^-G_?E"X/3 MV"_AI$_?&S_ORA<+4=\YC$5^BVZJ9#*8XM4#U)V/L`A(^-:DX=[XHAK. M8;A-M;`@6%C;S&T5UZ@DT0G'HIM>K*;P0\>.SX.G!B,V%-V\I="\KNL5S:SM..X\3$HXQ/V1T4EQC?(C:Y'F$-#D2M5D"9S1K$R@LVP30 M&!O=A1\N6&5_EL]<%_D2P[_HKQ[_`#2:*RZ1DJI12@4&#"?<6^Q&3L2LFL4V MS+J?(-?HSL<5F6-OSMJK+G78)AB%MKTFS:Z%M,R=,\K8&WO3ZC26BSBY$QXL MAQ:UJC904"VIP85LWK5G MG7;6/4V1)BDUE!UB]F;%V-. ML5WA6#:UK7OV=E6TX^7T_P`K)TO`]FM.[SAY#FO5YM'.]Z6SPGM]/\NQ^HMS= M\>VO_P";'//TC:6)/J+VO\`^;'//TC:6))VO_`.;'//TC:6VO_`.;'//TC M:6/$JU:Y\4&?-;,6M.+6,S MB^R.G993D*5))OEK0R<2O(JQ5D'(THR0:G?)2#9%">\7CRZ4"0HE`P!/LB2D M6'>XPW%=:QMF.GT90]7M5D>!O3#(4[F"G-&S>836]PSAGQ\:4[0Y2@QKNK'' MX)"6`I0O)QUA7'P7`]/&XRE4'%(BS35*H]:Y*EJ]3&HBO-=M12@4"@4"@Q(; M$\7<9GNQ$GV9Q1'M6W>7Y.B(8AE6`;?Z^+ME,4*STZI"I+GV,XX3D2!GXMG< MB(;B$5H0'F6V9VXW"DUN+N>!-">'`'!^$\%A!`?;C!?[ M'`"*XKB"`VVQWB!"*XQ7O:U^VXK_`';TM.,]OI_ER/JQLC_$7PD_HR9+])&E MG&>WT_R_F_&+D:][7O@KA(ZVZ]+_`%9,EZVZ]E^E_61[.MO9^[2SC/;Z?Y?U M]6-D?XB^$G]&3)?I(TLXSV^G^3ZL;(_Q%\)/Z,F2_21I9QGM]/\`)]6-D?XB M^$G]&3)?I(TLXSV^G^7GWKC,S@4"UX[KUP4KC/%+L(+UQQ39K!8BY1MS1V$A MSH\"N:$ZP+!#TM80;BO<5KVM82SC/;Z/S8>-O.B8Y0*4:F\$SXG$4"R4I@TG MG,4.(.L*]QF*%#A))B!64('98`2B;AOV]Z_L4LXSK3T_U<^0?D4\)WS7I)_$ M=%KM#Q.2>+?)>0\?S6`H]4^&.#F3:*R&(CF,?U9E)DCC!$D9UK,<_P`;$4F: M!)Y$S@6W4HC?'!8M24`5_8ZV63MN-$=G_P"R"R&42(*?DAB@3K$B+`.VL3T1 M<0KEW#:PS2\[","`=_UU^@NSVK^Q5O!C_P#G\KTM.CUCP1%]9-?,.X$B#;&6 MYIQ9CN)PXXR(QAOAS(]/3*R(D4@E)<>;.\G0K)6]DGN*GO#..,4*1C--,,$( M8LND144KM12@B$XZ^S<9AQEF;:[)8\PZ^93:]C<[3/+[*@FN/U")R@J"32R6 M2(I@L:^PW*!2PRQ4D``XQ*-"6(PCO7`/O!N"VQ.VYM7/ZBG*WW=2O>>R_1XI M:<#ZBG*WW=2O>>R_1XI9P/J**6<#Z MBG*WW=2O>>R_1XI9P/J**6<'G6C@G MVCB+YZ0XYROK+C1_3937Y-9YE"(I(8]D5D)>-<95KH^05!*F6$M;6GB+NWR@ M3P>`AI3FFJ0#(-N;8P"@A9QGLR?<8''`;HHFR`[2M@UK(G4MA6#<;)GW7[%Z MB!V51?#..6R&JG.2+G>Y[PN?L@R!"-[="P&^3"7#\07BF]3;IEK;MIEGJ-%! M'VY@N&C(O)3LCICGR%9@Q[!6_54F8!>H+/8FYOZ7(=I-((H]%HKKDP7%L;D0 M"XX(LSRIM<`7N9:]RAVM<-6&=T6H+]13E;[NI7O/9?H\4MG@?44Y6^[J5[SV M7Z/%+.!]13E;[NI7O/9?H\4LX'U%.5ONZE>\]E^CQ2S@?44Y6^[J5[SV7Z/% M+.!]13E;[NI7O/9?H\4LX'U%.5ONZE>\]E^CQ2S@M!W`^S!YUVGBL2C*8F[Q%H=`P?"^-\4JI5)$;RL6J M%LZG+A!37AV4A%W!J%G=ZCN&XQ):VQ3*W4:*!0*!0*!0*!0*!0*!0*!0*#6+ M8[Y8-\)MR!XTXN95)F<>F"GE%B4&*BR7&S>Q2H^'1_>U/D%@"ERFU)T$K+'> M2M)!@5:966<:6&Y??N&XK7UW%S6K6P:4U($HL9HK`[H6A4 M\KC*_P`MGO@O\B6'?]%>/?YI-%9=(R54HI0*!0*!0*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0:P6!\M&X62N0#'?%=+G7'JS40 MWE'B^-QLR''R)FR-:*Q?>PF?-*=/E1I5(I4A6ER%J*N)4F-)4")[Q7?[HA== M=W*\>.F'WA0/F,0\G[=N3RH*,+-^[R'1I\V`S0X9.58S;\R)]7WA"4SM#1D= M?.E4<(!CAP3E)&H*1X-6B&$!2:Q1][!+L$+1)OE%97^6TBP7^1+#O^BO'O\` M-)HK+K&2JE%*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0* M!0*!0*!0*!0*#6H0WF%V5?M]L-\5I#)ADK7DSDBQ[$3IB1B]4R9Y:%#-O&3D M8M4S3H:S]U:B[P#"+>(*M.5SEXT4!Y>MFN6J%[*\JF%L* M/.S@./V4[`9^:9^BC>)%DHPEYN?X^C5Y9;5615,$>2(TA-0A4*'4I,[)"TMQ MG'BL6,PT8FA89FPE+\L8W MY#]DUDDCF[^XF.!XGCD0G,*4'& M:/39!/X%D*,/KRQ.8#2]*HO;TCACU'53-*26WSHQH7@%T:5U5F%'W+2;;G7[ M,ZFF$_EN5]/M5,HSYUL^SK(^N.$IW,WNR)"VV>)7+<:QI^D+I9O;$Z1M0><' M9><;X*6ON8V?*K^C< M=O[*K,:YL MB$`0$JE&$SQ`&*"Q6+L9:9Y=E0(=RXG/5UA,JUQ>H>NN:F3L"53(\CH2I&N4 M`/N!H0N60L`8U:_/)XRK6(3@.-N8'O#%U>U*.3M".;;&!R`]69B4]*H))L:6U MGYBQH)>J,[RRWDQ!B52I;`G6LF!?J:I++Z*"_=];&V*48H,).06`0YJ2$9:C"OXRTI>1]>3CWXA'_\]&%?QEI1R=U'>:B)2I[; MX^R:\R9W"/FX:>')Q:%1B!V*)R7#&$2!:64G/NG&GG!,36JP"*4AN`], M4>F'VV"9>]KTHY*Z:T\D:[8=PU@6+-7,GXOQYM['':2X9R+(LAX-DR)P2-^- MG7*J4E^C$$R'(9:P'.D39SQ`NLD?R-]8EAUE6;6N$2:@[-Q MM:U;LMT_5H`S)*SK`2`]$4E-CPW1`ZFMC@WC,&FZE#"&VG/MW_*WGE^WYY/H M!M+R>:D8OG^3V;164YUSI'YJRMN%&21P0F,Y!L2=E&Z[(U\>.S^@0GJ'-68L MN2ZEF)N^.Q=R^RU,*/ERPRO\MF]A0LDG#6)24ZD"U.5C*!ED+"RCR"U9((JU M!*4@(4@+4D@/!:PK`,"$8;7Z"M:_6U9=(R5-HI0*!0*!0*!0*!0*!0*!0*!0 M*#$#R\+I">FXXH`U3?(T)CF8^3W`.*\EVQED:<8M?)9CJ08NSTXO4/72O'C] M&922R.:]E1G'%$+"N^8F+%UZAMTL,[M/-C#W88R-3=UDIDR2N>PU?R=Y+2)L-P79'9W%< MB+4PRQ5&B@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@ M4"@4"@4"@4"@4"@4&-W9[6;/L_RWD^7XN0X"F./,\ZKLFL&68/F23Y6@[F"/ ML\GS$ZKE<9DF,&5[5A+DS)F14D.%?R14A,1EFD&WN9?PZDQ+'SA?AVR+`\43 M'!+,,Y<@^2H/A'&KF@QM!DD'QW&E\?6.QA MJ$('V1OYXE;NX'K5`G-.MGC.3O\`!G'KR)ZKRR3GX@G&G&2F.3Q=-B![G&Q; MULK)\RN>`*SI&4A$V%/YV/X8RQ0QZ+;1*5HF\MT& MTW/"15,PK4;P5Y0:G\F&3X(@J!"#88W_C] M,KN,N.?0&^/<>J[:4ZM!4>@\9[A]L%8U\_:U[6' MW;=>O2U2VN,=(5`MQX:&VZ]--M9;=;7#?IA/'ENMK^S:_1@[;7H5'1^GU>^B M?R.]:?N?D7Q_[7_Z#0J.A]7OHG\CO6G\R^/_`.(:%1T/J]]$_D=ZT_F7Q_\` MQ#0J.A]7OHG\CO6G\R^/_P"(:%1T/J]]$_D=ZT_F7Q__`!#0J.A]7OHG\CO6 MG\R^/_XAH5'1\%QZZ(BM<(M.M:!!O[(186Q]>U^GL=;78>EZ%1T?0\>VB0;6 ML'3K6D-K6Z6L'"V/K6M;[EK68>EK4*CHLAV8U5P!JUF_CKS;KIAO%N!EK7NB MP8FG9V(\1P2,FRJ`YVQ!ES&Y<;?5;0V-RA*Q6G+FR'6$2$8RS@@%;N!L,55) MB(J>[-!4:*"/=SNMR60Y)X88>\E(7*)S'EKU[8)A&GCN'L3!?'@W<:>K\6GS%R88VA[% MNBW-#:ASD4V1C>I)+4#RB$;C5`[`NZ1YKNQ]2GLY+YN.%8HP9?0%KCFQ\?YU M_P`J$\L?+9OAC+<'DNXS<=97@['K'F'8W,(S)X!#%:Q$U9R$WI)H&T\5M M8Y$SM:E:]J%(C[&&&(_%,$7>P;!`&+@,6-RD0"Q*$"D9%QDCN$-QEBM?I;K4=(>ZH%`H%`H%`H% M`H%`H%`H%`H%`H+"=_M1<@[:Q77HS$V68MAW)^M.T>/-HH)(9SC=QRI#':0P M&*Y!B9$;D\39Y[C5W.:UB?(!JBYJ9V(,":D`#I<(Q7"28MCWR'Q7;E9DSA'- MAX`C&F(&6LXSV9+XEK MUMQ)MC<+YLV,S3KI(8]@]ARRDCL0PG@7)./'9Z?!3]E]=LEXA:7XJ'S1 MZ:$SWBV=F)2U=\>Y@A;FBF6)IZ`D:=288"(Y"8FY:<`H-C3DY1A01!N/K8DQ M<4Z[3?8TG:/`,1R8O9#8;D-$,3YU@"TR-96QP\$G%D*`FQV5 MHC_(SQ%@`XM1R1>1WDRHDP8B;A='14?CG'+/,S9P=W('8'AMXL6::,W&_"(7N6=R<09B3 MU!R(VQX#482@!*,+L6"X(N-U39^XO;FUGQGCMH9G4#ZSM<%B+F0NI9!9R@LD#BE*`=8`3!A#8?2PA6[;QTA[J@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@4"@4"@4"@C%?:3#KWQ;%4W@*+6#KCL4?Y5W`^27N+ M8;0QGB=_RFUK=[N]WIW.WKU[*L.>_P`>R1YC#\FN//Y#1+^`&^HZ/[3X^BX594 M;=T$A$A7$8^V.QRA6FIX[(306;G5O'9H>KV2%HE;:28F[A6K`VX>(,[J!10H MY\Q3FMK1DJ9CKEF=O(@.;'4*0T5RFM$?-KF;!V0\98G28BS/FC(N5HOD::1R+8=:\?K5J2+8L7P%KESP\*R'DQ?A:!8)SS,LQ-32E?W'%4:E^F[OD1)'US$QR=#(3(5*HC*`%E22(.!W@ M`ZJ6Q6D4=06Z#MTM0I:`JXI=25\UPW,W&V>7DG7[*T:S?AV#R?9O/(TDWQS0W!8!@@W)4(*\0R;Q'ONZN/,:XYP M7L;%N6<7)Y$F=%LI(GE7)M>VK(*/?1.KD#Y>`GYD+1.<>.QV6K1)D06%*$"L MT`K6+[MS*U]G+"Z_ZP^\.CY0^2B*P+;'DLT&#H%J'D/(V3-D,O0V%[@R>*MB M;8Z`O^6EZ(IBDS7,CH^XN877'CD\DW9#R%R"Z,"4NW7W/>J-7$36K9=P%I=F M&"PIC?EAK@^,L2CC2]+SU`E1RYV;F=&C<5ARH8QC4FJ5A(QB,N*]QW%UO>_6 MHZ/6T"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4$9'[2;^2.)_V>=C/ M]8'0:K#GO2-<8?DUQY_(:)?P`WU'1[F@4"@4"@Q![Z397BC;W6;)2ENR80P6 MU(WWQZBE\%QQD&?M+'DJ:..K*S';5)AX\@$]86F)M="<,8C` MEW+O89W9^DHSFJF5=IM<=09G')-KME')CZR1R/LD%UN?]83IBB<-J7F9M14[ MW7A"I]UT3M4<30:$IW1U;'67RN3S.$("MQ0XSN<2;'N7,BP7-\"BVL./L6DX)QI`8;J&U90N$F:P]`9)7 MF5.B)!WF$*IJ1FW6EEHQ%7>,))O'6>:OUM6/UVJ2,Z&7;'[G3>/IY9%)/"'U M7%)MM_G&4Q)Z4Q:9M#!*&A/((V[)5R8"U&G.&F4%C[EK"M672,E\U%*!0*#6 M/8H>^'D_D;Q(WQN';I(^3$OE/AZ9V?UCE!Q:J*)P1O62*7.)*,3RIF/FI=`K M*0I@`3E7`Y"!?N!*L+KK[.6'_P!8='1W2MPX[-=)UG9;MSE4G M&V[SL^N4;S7!)]DAT1@A$M&-AC0%$D+Q:K>4_F]`XN9[:,*,JXR+=WI0N(FI MSQ;-R((WQNB<7;Y,X6=I(ACK(CD#K:P`V=C/]8'0:K#GO2-<8?DUQY_(:)?P`WU'1[F@4"@4"@4"@4"@4"@4"@UG M.-6+AP#O5C)W@\TVJ'RN7Y2HD8;%Y&A3WU;MD$S?5,5*DQJA#&BG<,=(QX-6 M8G&2XB.NN`7:_6UQ!M?LYX?_`%ATZ_5UW)3M-QUL&XW(QKGD/C\/E^]DGVMR ME'\2[N(,I/*`$#DTU<6+X*IBX0$:LML4JL7.C@5^U@)SB%I",NX[W&:9:PN( MPUQ;+Z.(G1MCS"W/;H-\>F]F:T3N]&%%$#>'1*A((7N@R""RB21N"LL9MP`" M$(;CZ6M:W94=',/R:8\_D-$OX`;ZCH]S0*!0*!0*!0*!0*!0*!0:TW%FI_ M&,S[\8AV";M_Y2LW_<.4>$R,[2Q7BA[1,Y4A?-\DS0]M!$]/CA#<+)#NOO)A[)&EV59#R%&;:Y0 M0XYVP8LGNS;CMAF+*-!<=[F^($3 M5XYXMF4VE+R6Y`2Z*TZ]S*1)2G%606!8K3(!JEHT*=2HL(8";G' M7*"*P;C'T[U\NKFT"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4%BVZ,IRP MDE.G6,<59=DF$Q9UV4=\>S6;0Z,XWD\I!$F36O8+*Q;8SI\IPR?15"8OE..6 MRQR@3::?9,$P!8@7'>]5F9QB.JRG*>0LQ0_,K_KEB+;7D/VESO#X]'Y1/H1A MG$/'DVQ[&+5*TZQQBY>3\LY.UV@V,(4^RAD;5*UK:#G(UV7$`+&%,$H\DT0[ M7-N.T9K.,QKDN?3KD4WRP](<.!AI63,(9-URTX;L\1QTR4L2M6,69MQU']3) M&KGJK)K^L+:XZ?&SG="\.EC$B8\:@@\HH7WET)N:LN1)RB!N>-E^3[6?'^09 M*RQ*'Y?S%@#CUMCP+_(UJ=CCS=D=;`L!35SPF?(96?9L;QRM,VI5)YB<5SR[ M*20B'G:^S0K(F3IB5MQ#,H96=Q,UU;Y%.'(`A%-A1@"[@*&,VY?B"2;9N_-?S4:*!0*!0*!0*!0*!0*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!01G/M&CRVM^/(J4HLC7*@:Q[ M/C$U&";SU(4[EG+11H2N8D2TE5:Q"5>H",!WA=0&EV\,8#;!$&PQO2*L7_DT MQY_(:)?P`WU&WN:!0*!0*!0*!0*!0*!0*#698QTDTI8>13#FT-^2B-KMNW3E M#@DL)T,6X5DJ"4DG2/>A.QG,2+)JF3#;%*5HAZTQ\+5A;K)5*_=M>]K=>E2I;Y;>K^_K--`OE98:]]!7^"I M4G+;U/K--`OE98:]]!7^"I4G+;U/K--`OE98:]]!7^"I4G+;U/K--`OE98:] M]!7^"I4G+;U/K--`OE98:]]!7^"I4G+;U/K--`OE98:]]!7^"I4G+;U/K--` MOE98:]]!7^"I4G+;U/K--`OE98:]]!7^"I4G+;U/K--`OE98:]]!7^"I4G+; MU/K--`OE98:]]!7^"I4G+;U/K--`OE98:]]!7^"I4G+;U/K--`OE98:]]!7^ M"I4G+;U/K--`OE98:]]!7^!J5*\MO5=)BK+>,LXPAKR5A^=1K(\!>U#NC:I; M$71,\,:Y8P.ZY@?$A*U*,9=U;0^-BA(I*OT&2H(&6.UA!O:Q8F)R5$H%`H%` MH%`H%`H%`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`O^Q1[KI<(?<_ M^]G;VCM;[][?=H7'5_/KQZ57L&_K@:N=!VZ@OZP&)^@[6#W[W#?TM]U:P.WL M]KMH7'5]]>'2OV?6_P!7>GB>#^7_`!/_`,KWA`\+_M;_`,IWPWMW?9ZVO:A< M.[8=N]3Y4M&VQC9[7B1N)9`U1B!AS5C9X6@3%"(`8H&E;Y*H/"06-4580[A[ MMKF!M>_NK=1[^9L4`[G:+O9$B`>[;W?:+J\6Z?\D+_`,V_W+T+ MA\MGK!E[]VV9\3W%>_2UK9%B%[]>\$'3IYXZ]>^*UOOWM:A<%L]8,O;K;,^) M[VZ7OUMD6'].EK=Z]_\`/'L6#;K]ZA<%\]8,M?I?-&)[7Z7OTOD6'VOTL.Y= M[]+O'7I88;V^_;I0N'RV?,%WL&]LTXFO87ZV]LC0_H+H$([]W_+/;T`,-_O7 MM?VZ%P^_#S@WI>_PSXGZ6OTO?X18ATM?J.W2]_/'9?J6*WWPW^Y0N'R^?,%6 MZWOFG$UK6O:U[WR-#[=+WN"UK7_RSV7O

X1@&&]KVO:_2]J*_N@4"@4"@4"@4"@4"@B^_:) M(:[NQT(S/IC/.N#RL9L46-3PF+EG!^$6(=2Q$ MLB`HVP[>=[7#W#+=+];6Z7[*C5P]K;/F"K]WIFG$U^];O!Z9&A]^];NA%U#_ M`)9[;=T8;_>O;[M"X/A\P5TM?X:<3=!"[H;_``C0_H(74=N[:_GGM%U+%V?\ M6_W+T+A\^'S!7;_WTXE[+]V__>-#NP74NW=O_EGLOU-#V?\`&M]VU"X?;Y\P M5;O="[WL&V:<37% M>W6P;9&A_6]N\$/6UO//6]N\.UOOWM]VAX;^>>E[6`&]^SVK=:%P^_#W@OV?AHQ-TL9X5[_``C0_L-[UP>'_GC_ M`)3OVZ=/9Z]E"X+Y\P4'O7OFG$UK`M:X^N1H?;N6N&P[7%U>?>.M@]07MU]CLO\`:WJS`E'A*&.Y1@K!%T%?I0N'`!G3 M"1AMR"\Q8K,.L,HNY(,A1(1MC#Q6"07^ MKT6Y$,);9N7(]BBVT3IR.8LR8AT)40,]OR0>T3?>I'&D+>BF*O("@MR<$44< MQ2`RQ+2$0T)`[^`47^R6UV<:QY=_TLDY?M$<]9"Y;=TYW`,G:<-*N2[+.;Q$ M&R3\@NE.-LDHG4V[)9D(6X^FN=V"?1B3!<2R[E(ES>F7!-N#]BZW#U0;HN<, M_P#?=>MZB/VQ_P"-G<#Y_>.?Z9*8+\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZ MGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C M9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG M^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^G MCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;' M_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?WCG^F2F!\^GCZGJ(_;'_C9W`^?W MCG^F2F!\^GCZKS=,,7\J6&<4.J/+K?O1DN2*)QD!KF!>*LN;29E:$F=&G(_O^U>C8MMV6[)&X#SOB_%Q/FI"VMZE&>WDIFM2F-WD M+>#5CJ6L--(&2F-3@`D,L<84,1(31CW]_P!NQ]"=L/PPWD]Y?-Y]-:F!\N_O M^ST)VP_##>3WE\WGTUJ8'R[^_P"ST)VP_##>3WE\WGTUJ8'R[^_[6ZI(7R,> ML@O`H?>20.%[1=Q&2[*".4D[&!SF)LA(6="V0U%LZ1L$DF)+R!\&J6K)`>PF M)1D@+2`,L$=V!6Z]?=<5Z$[8?AAO)[R^;SZ:U,#Y=_?]NL5Q?;Q.XM*(AWWR M7)7`2X*UW3Q/FG+1,5DB6ZA.-R(6;S)G)0%R._8"?(R%-PF=IMBR_=T,>_O^ MW9^A.V'X8;R>\OF\^FM3`^7?W_9Z$[8?AAO)[R^;SZ:U,#Y=_?\`9Z$[8?AA MO)[R^;SZ:U,#Y=_?]L7_`"78^Y.P1#&B[5Z9\B#MGE1EZ%DX98F[UT(2V-+P M@QKL.')CS%%6W6:LER)WR>\8X>QD`3Q]<1X4?1.)PDMPA4G@&/?W8)]A(;]H MJD:['<9V84[HE2E$UB0GC$O2IUI MB0X=@G*"Q&@`,+!)Y=K]7NL5*/M*+%@1Z9L1`VH.UN:6Z6(I>;&TV)9'BXQ` M4A-M/1S]^$4ZLKV;=MN/SVH>5*@X9/6ZL=PTP/E6E>J@V"H9SKPO(<">L#*= MDE62'5A`E\XWF\3P@;)?#NE*NA\O,D+,-V$#R* MY?@^)>]O![O=]STI@?+M[O,^E/VDG]RYZ]YVNW\1TP/EV]W'2R+[2&F3E$)T M^?A$EA[I8C8OKZK,O;K>_NE"EH./-OUO[(A7O3`^7;WE/VDG]RYZ]YVNW\1TP/EV]STI^TD_N7/7O.UV_B.F!\NWN>E/VD MG]RYZ]YVNW\1TP/EV]STI^TD_N7/7O.UV_B.F!\NWN>E/VDG]RYZ]YVNW\1T MP/EV]STI^TD_N7/7O.UV_B.F!\NWN\]+WK[0PZQ.4->1?AI0X^( MOKND:$<+6-BI/*53JJLWM]TS:G8C#QGF>.1W"K"OX@.G>L)NM/=B!QEB3.;' M.6UVQ"YXS4S1"M3J6CT;S9K8^+CQDNB(U"(4<%D9W2*R3'(":]DYJ8,GH6<($7Z>[V;@S\L2\Y&%8:\`4/LH2J(YY,^ MZV-J@B8)\FDNJ:T!$@<4IT=?+Y7L6$13+=*::Z]U.,(A]"J&/;W=&)DY/C&1 MO*\:UH\)&KCS3WN\T:Q\BR(Z;.`S4`U*!P<1Y&`7(M9%YYCY8>9U"^TT:RG12-QD???Y MS;NKB35M[@7@#;]I6"GJ?3W4V4S7=="^M*9X;51TP9'F/29$=)8+BI=,#3$3 M9BE!'T+P>[LQKO(HJ:B:88,IJ<;*FTXSS<;X(AJK"/8)\NST1$ZY`SFJ"IL,Q8I`:)MX5FRKMHT-KRE1QN#K&Y\C%\?'"ZS`FMHUKNEDTER,>X..2TBB*D@E4F:Y1*Y!=K7.EO*FY:0$I.85Y` M0!.(F>R=Y@N4[>FXP8//H.2]?8A9*$,87.DBY(8(X+L<-TM?6_%*U9%,5\;V M4X"TJ%>,TK28+S?('0)]Q>,:;8\PT`,ND76OO^E7/23:#]Q_@9'( M/BF`\WD6[P0BYG._=<#Z2;0?N+D@_.ARQ?\`A/T/K[_H])-H/W%R0?G0Y8O_ M``GZ'U]_TY[5-=I6AT;78EIY#UIS6X(W$I&[Y!Y6G5I5F(E):DM,Z-:OB=&E M]#'O[_`*=N9G[DE36*2,$WV[96=(2%*WMRS6S9 M67+4Z4H0[)P+9-+^#UXDKVJ+3W`6-2L4G*#[@[Y@A&"$*[`^7C_3G&['6E*N=5;5CIXDTK MQC)]BM6M;']RRXJGT5:"SR&IAO=L1FV(3&F)G-215AC=/5'2>M@]NEBN(.CS M!L*ED,\)C&,(DB-U]UF1,)X$L'24<"LWTIZ!%LCNPP%-`%B\U/2URBARN\"*:HU%A)DIE@I4]ADFE"")><-2+\K<]?L?NTZV M$#4), M)=80.ZE!=,6\-'[KMH=TGMVMV@`?+L1M M[)#DJ**2Y1(VF-#6*6L%E2I=9+8[O"5F!4"^T>/1^"_9[OQQ@.S$BA MJS&K@1ZL>K:-@4>51B8(%,C?`)H?"2/&/`>$2%EKWCYQ\:0CD>LVL;JX21R!%KP+&"># MEL*F.6<5#"-Q58,.A1I1BAN$,;6,%BU8A^+8)U$OR>B1[$;FGF*"F:`X>)63 MM].>8<:QZ]:WE+XVYDSIU>G!/A426+"'#D!T\.6!5(F<(4PC_$2"+L6'P`EO MR=49L9M4X,R\Q+CS`":*R.UHD@3,NO.LR*-M4M''(6TE/<*&CC=BV'*P8^TL M@RW)&;9SM<12FU_%4C-.)?E3D#V8VM;2AJ';'.N:MMC)@F26)Y+K5JLN:7J1 M#-RH7YSR8,%7`5["@RL4MBQ9BZ$`$QQX"6RPHDD:<115C!%K M#0J&!'+!^CYF7=-T88*V.4.AJ1L+QXI/QNM28?PJV'BPJTQ5XBS\W0U>4S`L M9B=4T+59[R-%^UE;@'R]4>)64$X#`^6K\V/8?;,U5`;Q*`X+(5.DI,=,(!C& MO>L_CM,I0SY;+70K"ET<8./(/4R]VLG<$;=<\LU,4F;S"_)R""03!?ECX_"L M''XU9G4Q77V*LIMB;Q\8P__9 ` end GRAPHIC 22 g31989g57d16.jpg GRAPHIC begin 644 g31989g57d16.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-7FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC&UP4FEG:'1S.E5S86=E5&5R;7,^"B`@("`\&UP0V]R M93I#&UP0V]R93I#:4%D3TB(@H@("`@27!T M8S1X;7!#;W)E.D-I061R4F5G:6]N/2(B"B`@("!)<'1C-'AM<$-O3TB(@H@("`@ M27!T8S1X;7!#;W)E.D-I5&5L5V]R:STB(@H@("`@27!T8S1X;7!#;W)E.D-I M16UA:6Q7;W)K/2(B"B`@("!)<'1C-'AM<$-O3G8M#S<].#FBZ:6[9)PRB<<>O/!7?3SZ(;8T\VWZ70J;H1-!]*':;V&MX5+Q!A M-[$Y]%)VVDZ@M8*2:./`<`X%: MG8,O7^.\M/S>Q!3UR$Z<]3^P_8EN5U;ZN&0>464>A%5"'+719X@WVE[B#QZ6 ML12>=/47U?N4TU-?-G&P-M^,NKRSNV_R!=N9VX=OK,[#]A@U?E/>[BW:,6CG M6V#C(*G7,>=L'#O+8#7-A%Y(`V;^?RK/1*SW?&R[M93<+!YCV0HRO[DJOKW, M;-C`&ZKL$3B05=7#QVI]R2T%6PK4W-C+5NBBJBQ%@AFV5-EW:C=);.F^B.5- MT]]=0>W@'`.`<"`5MV#/[X["D.H5-S$E7D6@$-#S3M=<<4<-$YO%VTU6VVK> MB:Q(K>Y3C-D6(`8OC!HUZ"CV-1KV:C/"+\N/?-`E+3=*P2AHDM!ZY1DC6-*G M3,BT:2B;S2P2"!$\NFZ)X2D,^/262;,U76F5-$%':B:6RFWDQKKGRX!V.`T- MZ1^Y956AR.T'8D9J6S"ZPIF*LF5PGY('0X;N59[R$PR@JAF/,9)(=0.CA(:B M\>),4WJJ:SC59)/9!4*I3'?#MGUUL5U"9+U_LWN32N;7AU#L>SPR(07JPL"N M6723[8910T"L::#(W:L#>FGC08A/8\U"1]*0*ZC,I+Y5P\3"S.H.Q`:T#IB" M'X'8M,6L`9*%B-7VN'%CCKV/HO$AJLKA\AC!N4P&PXHB17306>@R[_5DLLCH M\U;;KH:J`^)PT+C84Q(CC]J*"`19`T8*/5/29C18MHL^(/W:N?'"35FT0W44 MV_V=-6)6\+EF^Q2`XM%@!"')M`'C%B4B]FL`H:0R M!R$B\T%OM70]N5RQ,:-_U=LFV^<:<#YOBM)U<,-$[U%>\KI:6`5W,MA;U@H[>X5(B45F>Y!#.-D739PFWP%( MQF>R2/)0ZPF1"4U];<)04Y>IHNWP-C-(Z\R,=J:ZY>B MU&[G&/!7'`A?V]B`WLOV%&U;)?%Y6_4JOX1V/5'LR2[91QVCG\_?QKK22>I- M,:JN-JO&P61&FR.54/(6)"W6//E#7R!:C[QI[SZ?[IO[_P!M[S#+UDO=Y:85 MPCEUAMYO6RVPMG&F=_+Y?-GP\?'@=G@'`.!1S$K>A?9+\KO9WKL-)#I"_J!E M0KRTT!KPAJZBE>T,*&6=`8=)T?#V.J]E]@K^S%\#^T=F]@.P``6+D060]G35'53,H[)QT MED/\A_ M;V&49T>N6T(-/1I2:S:E["0Z\JP4EK)2LNFA*&%D'B34-_)_RH56&[>Q"% M_?\`58[IAI"K7ATR[1/)4(>0,AVWC@N`V5':1!3)D54!,<@:26-EB+M;S-'9 M)9N-07P_04;*`HA'Y+T;C4"3/K51%RVMU+(G#L9,=UXS"G$K@"1`"S?9?%*U MIH2[3O6X8.B99;B]Y0*"9`:OM=]FZKY!+??@1$_&!W1ZCHGKJA@RX"E^]P.P M7>3L7O(GXR-MSLZG0`(]'NZE.D3\;BL9B$4JR%=3VD370T?[BVP[5LY9)H?4 MTU6G`M!ZS-;D3NWO"\N(C-UVSN^XHG2(TIL4Q7`Z@6U'5EB,*UV@JEJ%T)/[ M#6E69'NCML]V*)XPYQJCHSQP)"32=GXK+:KC@JL)K-Q5ARDO'I),8RI&L1^I M6`Z('Y,RE,\2,'A9I4$;*!D0S?(MJ07T(/T,JIIHYW5U"-TX[I5O05Z&JH[/ MRD#2H&::CS_7RRIHMF/U=.@#&-A&\WC!.QB.B,4C5E129Y=*JBR;QIN\#/V" M[++C;W>C<(W=R^S]+]F:=EW5+JQ,XEVQNLH=5SU+0KHL\?MB9!\S1:"T7#U1/3`6;&M)I]V054")AKR,8<2-* M>DSA`LRE0@Q`X]*Y3PU:[LF[9/U';EJW5!O\`IO8U4])*?'=([[M>+5D4ZI"G MT*K&1W--8_#=+7ZP1Q;;:G;,`')*K'QLBUC%?.1\>E>[7._TJ1B76%\)HKM- MU@A6RE+Z^:#MA\W(S.&T#^27\JT(B%625G(I)7LBE'5MQ%*I!R^50XH,?CY9 M%@/9';K_`"5`1NE@8\<"Y.F^3\N76BFP*:R[-DW7#MO9W7.B.M=H]@7Y85UB ML*(B*Z:;R2'"@535MK7]3T'<=OFUW@^BW2=D1YG,5C4J6=*?:F'SQMH1?*MF M2H(1>;N]?R"4K'Z"A+#N1WFZ^1:W3/Y%)A`9$RAD+K7:Z*Z%MJMI0W:]B*>A M':X0F.GN8W#A6IDD+'@52#L9@@XK=_1JG+784S=,330$O8*Y8GG$ACD5D;!7)4<,4U%/V.%]&B M87.N;^92P"F0Z^@FU]$W3.-D4L`)4%CT3'"I6P8F`Y203(KJY;,='`,@D]PS M:-2!3+;?3?VGE4TSL#6TIW-$W=#K:$B(8C%^U5)D)C$)_P!2I?/XJ+G@RPP+ M$@_B(]([IE=FYKJVF#=L0C4MT9Y'/A#S#C*>BJ#IL@"GZR=/ZRZPR'L7.XLE MN6LOM1>,JO2Y9V_0U1*2$R6<*LXC&6Z>J[G#&*5O#TVXD8UUW\N?(N[WQ[AX MXVV!Q[6ZV==[W=!GUW413UP/([X8`NK/K6'3Q5<9>%F!=R.%-E7[$J]VRLZ14SLFY6SE13&V^?-P%>W@4&:0U M"NFL+B;:OFP1.,MH(WC@=&&MXVDWU:)1]",)L]0B01-KIA+5IJAA#">,:XT\ M,>'`BKV6.MH/^UGKW"Q@.)1SL'>+>FR:8QJA'A8.MHU5-H7)+H_&\"\L4@Y6 M4B*OR&9ZM==%4M'ZJJ&4U4M-]0F2.'CQ(]B*%,F0T8,9M1XX:.;(LAX]@R0T M;,V+%FVT3;M&;1NEJFDDGKKHGIKC77&,8QC@58QR:ZD/RT.@%!RMO(:R=]6K M$W[C1^'@4G-?QV_HI8]:"Z8-RRPA6CV/YOY2%$#8I]'%-VI[6-H,G3WU6K=A MHB%K?`.!U7K%D2:K,2+-J09.-<:.&;UNBZ:KZ8VUWQHLW7T425UQOKC/AMC. M/'&,\#A&B109M[,.,'BFGGV5]J-9MF+;U-_UW4]!JFDEY]\X_7/AXYX&PX&J M.@@LH"&8U)!(X]'I"*(`SP,PR;$A!H*6:+,"@DH.>)+-'XTBQ<*(KHJZ;IJI M;[:[8SKG..`PU&=1^N76Q\?+TO58.''I0Q%ASDGW=G)-+7L=`XWUCT1Q+9>6 MD$D:PB-:J;8%@T'28@9KMG#5NEC.>`\LJ@T*G35FRF\/BTQ9#GR!0>TE4?$R M%JP)M=L;M2+-N7:/$FKYMOC&4UM,:J:9QXXSC@)BX*8K:^8&_K6TXWI(XB^? M@B^K5$D7`%!)V+&&,AB\DC4EC9`1)8K)XR>&-WH\D-=M7K-RCHHDKKG'`Q4= M+5A149=Q*JHDRB@+2LZHFY(EC'!(F\= MO5=$D]-E/(GIKJ"Y&QZ/AG9@@'!AQ3^0O-")]Z-&,F+LX030T:IOC#EJ@DL2 M>)MD]4]55MM]\::XUQGPQC'`3*%55BT-SF3LJ[@[&3V>Q9"[)DK&)@6U!0^%A&$?`C4L^&5-D6`]%%+=RXW_G66W\ZRRF<[J;[;9SG(*;:+1C: M0XEVT<`[2S`Y,/B3["!^9#@0BLNY2%X-9;_4L#DG#E135#U?2UW4VVQKX[9S MD-]P#@'`.`<"$W?_`/;=^WW?]S/WU]N?(==_&GQ!]\?._P`Z?<;;XI^!?C+_ M`%!^5OK_`/1?3/\`E/=>]_Z;[W@09+?M7^N-?W3?_4+V7M&__OS]U_PA]+]F MP]?[S_;Y_H+]*]#_`+E]S_[K_B^[_EX%LU'_``;\9QO]N/Q;\/\`HN/M/X8^ MUOCKT?=+>\^@_9?_`(Y_7>IZ_H?KZ_F\_P#/X\!V>`<`X!P#@'`.`<`X!P#@ ''`.`<#__V3\_ ` end GRAPHIC 23 g31989g59c30.jpg GRAPHIC begin 644 g31989g59c30.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0Y<4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@`````````````!=@```F$````&`&<`-0`Y M`&,`,P`P`````0`````````````````````````!``````````````)A```! M=@`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"\`````!````<````$4` M``%0``!:D```"Z0`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"`!%`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#TZNJTL:7W/#X&X>SF/=^8I>B__3/_`.C_`.051HO%UQR'4&@_S+6# MW#W._G-W_![/^N;T3&./+YV=O#P24G]%W^F?_P!'_P`@EZ+O],__`*/_`)!5 M,H9AO:<1^**(&]MK27[MW+',KO]2M_^C_0, M_1_SB3NF=2=CAG[5N%[7!S;_`$ZA^8VNQKZ@P5/8Y_J7-W?S;_\`BU*MN0UG MZU91889K4W9[O=ZWMRMCFP7Z_HFMW^US/I_Z-6/1?\`Z9__`$?_`""!C^C. M1]`'U#M)C]UJ#C#+!9]O=C/.YNTT-+1.VSU-S;'6?R-B2F[Z+O\`3/\`^C_Y M!+T7_P"F?_T?_(*M8W(.3NJLQQC@LBMS#N.OZ>;-W[G\S^C^G_.)6!YQ&?8W M4,NVMCU6[FG3@['5N24V/2<.;W_]#_R"9U;]IVWO+NP]FI_S%4]*M^1C-S!3 M:X57%T-&R=U.US6OGW;%4S\-[T.W[BPNX:&&7,K^DDIVVRC*NQV``.J%(<'$.W M;]SZ][7;?T:M_:&?NO\`\QW_`)%Q9V;FY>1]87X>-U+*H?4REYH:\FLM+:['Z"QKZGN;^^S_2)*>TJ9DL MRWWORKK*7&6XYIAK1!]K7M9O_<^DK+[PYA:WU&.(@.%;B0?'5J\[QNH9EG5< M7#/5+:_0SVBUKLA[K+VAU?V?&#-VSTO<]F5]/UE;[JJ+,@76BMSG$`M#MI8UUGI%]OT=[?SETR M2FG1ZO*QQ8^RUS: MK@7FL@F74$>QK56Z@S(&-G6G*N?2ZF[;0ZH!K0ZOZ/J-8Q_M/INW.5I^-780ZP!Y;P7-: M2/A+4E/*](^HGU4Q,UN35D.SLJM[;:?5M:\UN8[U&OK92*_24XO3>@=(Z3EV78V0;LRP!EIM>QSPP;;-C6, M;7Z-7^%V5L_X1ZV6]0P'M#VY-+F$;@X6-((,>Z=WT?<@FL%S]U)K-;PQEA#/ M<"-NYFT;_HG9[DV7B4UTGTL-N3O,/K#:QI]+<_>SW>YK4E,Z,G'K=<;+6,#G MN>WV?S&[FJ;\K&>ZLLM8X-=N<0X&`0]C7._K/\`:H48];SDIL?M#`T_6 M:M6AX][?HG5K^?H._>3,R\6ME5=EU;'N#6M:YP!)($-`)0;\5E=E+:L-ES7> MU[XK;L8-K?SF>[V_F-_<4CBT_9Q;Z+;;&L#FC:R2YK6[!N+/I>QB2E69./\` M:J,CU6>AZ-WZ7<-GTZ!].=JAU3+Q7]-RV,NK/<69(;4&-W,L M+MI:1?T&BH%HKAQ).KM[G?V M=JEE^JVJ<,,?=/T;'EK2(/YS3[?\U3I_@DE.GC"HOOD_P"%/?\` MDM\U!KK77$7ULKK;;%+FV%QY,YF;]HEC:/LX8):0[>;)=N]WT&U;=GYJ2F.0ZYEE(QJF6LV#_I)+MCMG;Z/VCT_^ MLH^.S-].S[2V@6;_`-$*]Q;LAO\`.;P/TF_U$E->I[CD8SLMK*;#7?N:'[AH M^G9#_;]*OWH?5+3]DRVM]/T?L]OOWR?YM_;X MM:U^W^NJV*[&<[9?C5!_M(].ET#<=K=SK*V_O5I*?__3]527RJDDI^JDE\JI M)*?JI)?*J22GZGN-PJ<:`UUL>P/):V?Y3FM>[_HK++NH_;V[JF?:?2.P"S(^ MS[9]P?%/V;UVOV^GZGZ;TO4]/_"+YL224_4V.<@U`Y+6,NUW-K<7-Y.V'/;6 M[Z'\A$7RJDDI^JDE\JI)*?JI)?*J22G_V3A"24T$(0``````50````$!```` M#P!!`&0`;P!B`&4`(`!0`&@`;P!T`&\`7&"+45E?76)A!@<$CE=5VEJ:VQC=WMSA(>%%QL3)"@E6'*`IA5'J!DU928V1B>14F)D9U/3Q(7'$0$``0(%`P0#`0$!``,! M`````1$"(3%1$E)!87&!H3)"D2(#$_!BL7)3(__:``P#`0`"$0,1`#\`[^*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*#\CSR4Q)RE2<4G3IRC# MSSSS`%$D$E`N8:<<:9<("RBP!O<0KWM:UK<;T$.85VB&BV2,HI\+0/;'!,MR MO3G6J5-<&SQLEB3%TR>"4RI)%Y5+FY(_%(5@[%HW-S;"AGJV M1I5BX]$K6A3IC+`'<([V`*]BTFH+/3*2##"3R3`C`(016O,Q!`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`'@& M9Y!A/99;!K4JNF$%HN,[JSBQI MIOEC>S+:[>O;;(6YDR5X(TMVGVFBS'K.SXWQ<'SEQ["D76S/Q.>\@&1H$@9& M,U,[,:5,,D*E58M.LMT@#5`#RQ-,(IC+"\9W![1'&VO6D/:0SW;]CRE%=KMF MH?C6;:D!Q3CYDQ^R8XR0_P`J9D31`)Y/2YA>29YJ[O9EG%.!9$%EB=U..L?1[+4'CS-& MFU,./B0.29"S.B@@)K@2K4""9>XC!"M:]FJ4BML=GK8)MOYMUNKG'!&-M]Y5 MK;%\9:@:NY?:`H,38PG"%PGF1<2P]Q>5CNJ?FU$XM[(L?G56M7%DG"YQ&AZ+ MH0DV"(81%:=6S/L@-MLE[KZ&8FSCF(E,/)BEPFA67RLL1B.3QPA<692F@;#"VYME;:X>+L8LP[GK(:CM=\ZZOHYH2'7#'^D>+L@X[QPVH(XFC#`\+)'$ MF@;VS+4#<4Y"1795O1%E]:&C+)&'D`'V-[.J4_6)ZU::,5[L=H%GK6?LC6R/ M[;2''F4MNMB=G,991RUYO\<29 MV6;M7'!RW,@60(;EN"Y7F..4#YD[$3O@V7Y6@3,V1EZBF47/'+HA;B&50\ER M(Y`=U$JR$2IL-L"XAA,O2$NB(G!RH;@RF3Q#/O;NKD>I>*L]P:09%Q#CZ<9M MR(G1.KIJ4=/VW(T=B>3(JRD,3O+##ESLH&;U]L,)LW.C2VC/`HL,LF\U;CZ8 MMM6<\CY&U[PIV>.CVI.T^R\TSBU:GES,#=J%@W%&9DF3L>#:V!GA&6GR1YAD M#`DB>+69TC[LD9DR%28:O2G@+4"2B*2B.K-*S,S&"!#]E3:'M`FWL+LU2+8Q MTQKEC(N3<^XJM*HUCJ&+B8OD3'4K6MAV:VUE.`B:5S]+HAX,1K6P11#:4>A& M<0`NQO1A:+A&Z*)6[0;P[RNNY>8]0L7Y5VX88_J/BC%L>6R_5+2B.;*3_,&7 MY)CZ./JS)69&P\T\C'<.=G)>?U1$W#`0J+M>X0W';B6(B*5HIV7]R.UD\P&G M>=\X$[':DXBM`,D,^VTWP_K+$I'E"$Y0BTXDD>A^2\EXCRJV-[S%<6OT01-; MHJ$E`@0".4+.AMP&W$TQ(BVLPZA,'S1CR/AG%$^C4^!E1AF..H9(VK)8&I,P MWGR1VCS>L+EYK`C2($T?4R'I;JCD`$Z>R$TT1'1%]'R!K$YRRE1$;'7$F=5K MHY+&[:^8LS>K7K%*%G(Q5AE80U(SU!AJ5M)6+X@>N5%(2!A*"8<,9H[`YABN M*][UJL<6:3R4_P`S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/ M,WL#\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y% MTK;Q*3R/,WL#\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'! MFWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\ MCS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^ M1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I/(\S>P/Q MP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I M/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'! M_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL# M\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q M*3R8ZR"@S]B)7BU^5;*22;MC_F[$L#>XV[8SQ*THW!CFS#%L:M#F-BSKF7( M.=50C'#F<:B;G1(O M,`(U*!2<8860`8[WI0W3@BO*>QMM MF[M`MA\@Y55Y8@^LKM@3`F,<6O>)JS,S.,M>NP78OZ M3[#9=EN;'9ORMC*:9)%8>6`84R@]8ZC^6#!`,*6G3I@1$K$"M0[E&BLN,1V1 M#6F#&<=<:@TTTC^O;;?%>99Y"QRG M!\73FI63&4[<2'16]2./ITYURS3;JBG!46$`#U)H"B@@4-TKOQKV6&IF)V+5 M>.1!HG)+9IQ/Y_DK"H%\T6KCD,HR4L"NDYLB-&F#=_1&J`6N229R6)MW+7O5 MHE9Q[KDVS[-_7'<.;0O*L\'DW'^98`SG1J+YEP?DA^Q=DE%$U*I6M514]Z9Q M')%[(&28Z'P=$N M1M*B8RI]FTF5"='=Q?G)8\2:2+%[LY*ECLZGFVL(RQ)`!A)(`40664`3-9JP M?%M"M;HK*]P):"*N+\?O04TIMB663O)[Q'),A9VB7,9"!L:C"R@LB0]MFR\! MMBAW$*XP"L((@!O0K.'9$QQ[$72]9&\41Y$Z[#1Q1AV*/V-XO*XKG261^:+L M12.1.WDYBCD+Q3EN3YGP_(H]EF0(PW'#!B1SR5C#.$PAT^R7CR- MI4Z)OC^5'Y,8IO,1'(TH"E*T993@J*`6`P\0"2+%*&Z5\9V[*[6[/\5Q-"9+ M+-BHK%<18J3X/;&2`9\GC"AF&)R4J5$="LCEK5KQXXM[DF1%%K#S[A6JRRP` M-/$666$"A%TPGEC;'4,Q#CZ$XLQTQ)HQ`L=Q9CA>8:>>/B88,8Q"%>LYKUH%`H%`H%`H%`H%`H%`H%`H%`H%` MH%`H%`H%`H%`H%!%S:K_`-A86_:CUX_..TUJWKXEF[IY2CK+3__2[5=*?T5, M'_82E_UQ;6K_`)2S;\82CK+10*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*! M0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*! M0*!0*!0*!0*!01/SCM-:MZ^)9NZ>4HZRT__]/ON1(438D( M0-J-*WH4H+%)D2).2D2)R[7O>Q9"<@!9)(+7O?N!M:U!ZJ!0*!0*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0 M*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0>56A1+PD`7(TJT*94G7)@JTY M*@*=:C,LZH:W-RVX\+:K;Q]V:7$Z$;5E_Z M.J.W>_K3O5C;/U]S]N2F'1G:LG]92$B[G']'E';YG'WT+TC;Q]TC=/5236W: MLN_#UC82+N\/T?4=O_\`IEZ?KQ]S]M5-,#M67Q_M$0F_#C_X`H[=[^LF]6EN MA^U*U>49^U8+WMZPL)OPM>_X@T=N]Q__`)'O^Y2ENB5NU4K&;UM7D6;92AWG M^A+/YM1PL'A'S$(W#PUXX,JMWX]3\X:'P=X.ZKT?_*G]-SPK(`5$#TYA"E-,Y&!> M%Q\9;A&$P``EA*[EKW%:X&$Q,Q!C$Q$RHT8<-C7 MFWVK^-!"?DXH_A7J5MX^Y2[E['FWVK^-!"?DXH_A7I6WC[E+N7L>;?:OXT$) M^3BC^%>E;>/N4NY>QYM]J_C00GY.*/X5Z5MX^Y2[E['FWVK^-!"?DXH_A7I6 MWC[E+N7L>;?:OXT$)^3BC^%>E;>/N4NY>RU5KIL)B_)>%&J99?B.1HUDN<.< M.IP>,\Y"S9E^$P/*L5QM&\8I\=%)D[ABLN=K7<^8QM0^*U2A1< ML(`%B"(NX>\((KCOZQ;$S&9C,S25P>;?:OXT$)^3BC^%>I6WC[E+N7L>;?:O MXT$)^3BC^%>E;>/N4NY>QYM]J_C00GY.*/X5Z5MX^Y2[E['FWVK^-!"?DXH_ MA7I6WC[E+N7L>;?:OXT$)^3BC^%>E;>/N4NY>QYM]J_C00GY.*/X5Z5MX^Y2 M[E[,79=OM7BJ+MLD]8:$OWA";0*'=2\P2-KZ'QWES1%O"/6/.0X])X,\*]/T M/1AZ;H^3G+YN>UC;/U]TG=$9LH^;?:OXT$)^3BC^%>I6WC[K2[E['FWVK^-! M"?DXH_A7I6WC[E+N7L>;?:OXT$)^3BC^%>E;>/N4NY>QYM]J_C00GY.*/X5Z M5MX^Y2[E['FWVK^-!"?DXH_A7I6WC[E+N7L>;?:OXT$)^3BC^%>E;>/N4NY> MQYM]J_C00GY.*/X5Z5MX^Y2[E[,78OOM7DCSA_VAH2S>(649;C;\02-Q\*^* MW@__`*:_&0AZCU[KW^C?3NBY/^5'Q[EG;%/UZ:D;IK^S*/FWVK^-!"?DXH_A M7J5MX^Y2[E['FWVK^-!"?DXH_A7I6WC[E+N7L>;?:OXT$)^3BC^%>E;>/N4N MY>QYM]J_C00GY.*/X5Z5MX^Y2[E['FWVK^-!"?DXH_A7I6WC[E+N7L>;?:OX MT$)^3BC^%>E;>/N4NY>RVBG;/V.,R81BDXRU$\CQG*;Q.F1Q0H,3%09B$+^5>UPOUF)F(R,8F*RU%[(;:=HWI%RXA,N<[*%_ M1&$IN(@6!6OUBVV9MK,D1=,W4NI$/[&L_O!`4IAH&EP&I"V.JHM)TFBX>E<4 MCR%$UM73W<^C!X7:+W6]/>W1I^'0CM<=^-3=9P]UVW?_`*>SV#.[?P*HPH"= MP&E"YNJ4M7T6C@>E;4C,%:V.O07=.D!X7=[W0]!>_2)^'3#O<'Z;;N M?L_$E3_>`A]7Z9`X$=)XJ]8_09,ZMX7Z3QG_`(KG;IO%'E#_`!?]/YOI7#A> MFZSA[KMN_P#T]GXC6?W@@*4PT#2X#4A;'546DZ31GO;HT_#H1VN._&FZSA[FV[_`/3V>P9W;^!5&%`3N`TH7-U2EJ^BT<#T MK:D9@K6QUZ"[IT@/"[O>Z'H+WZ1/PZ8=[@[E-UO#W3;=S]GXDJ?[P$/J_3(' M`CI/%7K'Z#)G5O"_2>,_\5SMTWBCRA_B_P"G\WTKAPO3=9P]UVW?_I[,)9SV MP[974"),V9-A;&H,>(WE22X-RU/JDJ32%T:;O3^B@YJG'3?)I*V@F41BZP^[ MB2G`!`&]P7'UCH[#L;;J_KT9F+HI^]<=$G?_`%IY=\6Z?^B_)OM>N57;:__5 M[^*#SG_R/YWT*"@J_F?XHJU;U3JME;W_`)WT+TC-+>JU%7?^?;^"]$G+U6VI M[XOYWT*UHOU4L[OB_>O]&K&4,+5UF_';M'_EL+?>6[5+\K6K/LFS7-LH%`H% M`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H(N9(_2KU?^PG8[_4\45J/C=Z, MS\K?5]U@_6'_`&HLM?@_2[Z^%CKY2BK*E`H%`H%!%S/OXT-3/RV/'YI,B5J, MKO#-V=OE]Q3^DMMA_43]X+C2?C9ZK&-7@[K'0ZQOWTS MQ0Z,7C1U?I?]*Y@^"^?APOUKN6[X_P`_5;<_Z>CHSK"E`H%`H%!HT_O!EKWT M1;[!+Z85\O);6*X#OTM[X.X#VD&8MZML\?N&1\LRR58_U MRPCDE+"M>8OC#&V5WR$`QM,\>GQUQ338U[)AZT@]Q$<0I&F4DFFB.4@&,4AN MZ8C"(17U]E.3-D=P]LX+D'/_`&P[89&^T7V2Q'`7W6E55I8@XL]CSR522R@HDAG.;>4H%S><5C/J3A$81EZNHI;W_G?0O6HSJU%7?\`GV_@O1)R]5MJ>^+^=]"M:+]5+.[XOWK_`$:L90PM76;\=NT?^6PM M]Y;M4ORM:L^R;-]@WX<*#DAU/A45R%)UJ^`8]>F5/"L;"QH7,S3_#L M/PME5TD.-<,9TVL9,K;#94GTIP=CMD%AR6SR,Y$F!63(ABV2`F4R5M(7I[2" M7RIC0V"E-CBQK1B8PK1T+U6"@4"@4"@UY=J?-,QX_P!),IR;"+K/8Y)4SQC1 M'*)?BIF-D&3(1BETR7$VW+4Q@C6G*4JC)#'\?*G`\!Q)!QJ,H)BD-B[D].4E M;:5Q:-XKN#,GJ99ZU%U5VSV&R)@V=;-]G[A&'[*Y1EDKDF;<1$;)7GRK.S9` M\@9*CA@-+C5,IF,6;),EVMB.5]P]581ES M9W-^!=3\A8+S+(5JC:)+!MF$^+X?'I`K)72 M-,L,82SR+@6D6&F5C#":)]]D[G"1[!XW=LF99SXPY"SD[PO$S/(\/1Z=A<2< M0Q"'1FC61\SS,#])7Q4:F`X$66I&)28(3$$LM"713I@VW56 M2@4"@4"@TA=IOD)SC>S&L46S+G79+6O2Y[QKFEUEF3M:G?(,0=G//#3XOB@L M3G,XQBQ2&4-S.7%1.2UK;N0A,Z.(+@,LJL78HN2U;E.J'8$G?( M,DOF=SV5@V=(1(,AM#E-4CR\/[6H:I(ICSX3$89'Q+/"366U*A*1%)JWWZF* M8^KUXQD=',Y>LHF&TKQ.^;K2DN7ESZ8C?'4R=N25Q)6+D[8WHYH->D2LQ0PD M1],G+:RBRBT@"@5F<\E'R1^E7J_]A.QW^IXHK4?&[T8GY6^K[K!^L/\`M19: M_!^EWU\+'7RE%65*#4%VK$_E\.=].V=\R;F[!VILQS%+VW:K,>ORN8,,]BJ% M#CMT6X>954SQ^W.DOAD0F.2>B2.:Q(`KB6$`!G%V%P'):MZZM2:+M&]BI3JW MBC7G#4UV7RU)2 M[)R1&-);@]"YBAR#KXV3<6>8IL+,Y;)Y+*Y M9_PG'MB\FX60N"O*6-=:GB56(RK-(:I94ZU_8W%M2V3%F.*!,J5H4QYIH"A6 M#?@E;0QDMV,$:8>Z-W6CC$8BK#E6]M9BNB4.2,S9`R=I8U! MUXE>XYX=/F[/D&VR;LH9C08'VS@F78_A"0/N+,LYNG;MEV-HY#CB(S964^N[ M6T2!Y1.3>>G`4@>U#)3'&C81V9&9UVP.-)KEJ<9NCV1/'&&-KHI00R=/B9E7/$J,NE(4GRE6X-XS#"6=,2E0ET4\ M)(;=_BOC?Y;,#?G;B-;MS])<[LO5*.LM%`H.3"0[;Y1Q?LBTO$WV+VE0;E/O M:GMV"0:D/A\\3:[NFI,PR'XLQM)%L=>`U&,EB%WQDM2N33)DRH]]/ M"PQ"CI2/2B:1'6Y0(L`NF",!GI,S#!6N65]@8-LW#=6-L,] M3?!+<0UZO9-S`MS'M5&93,LH;#LR>1H9%CC#3^Q93EZJ(XLV3RLN87L423FL M@&^+L@&M0S(4\N3)S2S$4K$.G&JPB[K!^L/^U%EK\'ZU=]?"1U\I15E2@TU] MJ9/WR*Y5TPC4]S)G_7S3R:/&<2=@;B$AL(EP4)P%*[%D@Z4,EJWKJAQA#M79>VZ!8X;(W-V[+&U66;G9#%C'G$F-9W*$#3LQG8]>%NZNPP2&I2REQ=B@+Y$]H.H)RS59BBY: MJS;C.C!-MD-STVFFGNZ1)0M.`T%6&XEEI%9AT-:02!ME&N\5?B<_L&R\ MF=W.2/.2LGQ.:`FD1%DU_>E4AF41AHREZU/%X-!G%U\%,+,6$BR!E2I;"+N8 M,9AE8G/)5,R?I`Z??9ME[\Q\TK4?&YB<[6G:#`57[CHLK" ME!JU[6V$AZU6%* M46;1JD5B9T2:SYG3).4-,(S/=6Y5MRAB.J,*V9Q1GL62LR(L+[,8FVHQ[!H. M+#,_V<>'?(\='E2+0=P4.+C)8ZV+9,3)!/*$!30YB+LF))$8XMGW9T98'G'% MDQRM),T,&3,I3^;7E60,?1;(#;+V#7!.M9&Q!!<'I&5C=G%DB[M'8%I"I$6M-0&!0@ M"6G!P$6N%$:,-=ES)\4S/!CD[;92W)&.M08]D]ITZQG)L6PY&3B=SR%&G6%M M;]D&2M#FF6YG40"(N?46DM00T]%8NQEAA,$(52B[NRO1?LMX["YUCZ3QW,TB M+9VYPP#,C$!;J6T.9Z M4TI`Z&-9QRCL&Y)A MQYYPZDS5/JB%`H%`H%!'#:S`\@V7PZ\86:',=RH4\ MG9CG4LLPIXHW.8:8,5"9J MH62/TJ]7_L)V._U/%%:CXW>C$_*WU?=8/UA_VHLM?@_2[Z^%CKY2BK*E!B+/ M$`G&4\33/'N.\KO&$)5+&XMF2Y0CS"VR.0Q9N5JTX'X^/H'90F1)GY:Q=93( MEUQ7&VJ3@*@`,&2$`@A%(NS*AD7@&IK#JIDIVUNR#I<">)L,Y&40^/99+<$. M7&/P/F`K)<0?SF%!,EF3%0`.;@K)4MJ@MT#TZ<1-N4`91K=G7JM]C[*B!EX6 MC&")MER:SJ%)?60F^0C%32TLKID_8;9%`_-#IFUX\''"9V<>.FJ9O=XTRHT8 M2$#@J2KQJ#52`DRZANQK1*?4_6-PUP;,F*I-DD>5)YEN7Q66S&4)X:W8\8^D MA&(<;X3C*%CAC6ZOB5I`7#\8(#5AG6S;JG`X\P(22KE$%5)FJH9]_&AJ9^6Q MX_-)D2M1E=X8NSM\ON*?TEML/ZB?O!<:3\;/58SE**LJ4%L39JDKY#I4S0R5 M!@LN=H\\-T8FHF)#*`Q)_6(#T[1(Q1MS.3MS^%E7&%J+HSS`$J>CZ,8K!%>] M!K=OV7$%9-;X+A['V7L@1;+T"V&9]O$VS;RE:9Q/I9L^E\(IY!E'(+$^\K++ M$\I97M:V*&L8R2`MQA972"N4(9DHUNQ?OC;LV+L,?E2#+.>Y#F21YJV2CVQ^ MT,A4P=EA:/-BB",S990FT59GM4SK5YTU ME@'#*BLI6[F]3*/)2DW`C)-&I,/J3-62=N_Q7QO\MF!OSMQ&M6Y^DL79>J4= M9:*!00ZF>H37D[;+'6S>3\@R&8,F#F%2#`^$!($C7`,?Y%?4BMLE>7GG2:+9]D#:.?Q>0 M.3BN8TC-:&0#'L431+'.+VKJZY>)>V15)=8==7?J]U9ZT9@R`F;Y)33ILV>F/B"UJG/-+3/LNXSRLL+C(3I';S2N<:38I: M(TR'DC=R4$<1IB1$'*$I2FI1=W9MPJLHNZP?K#_M19:_!^M7?7PD=?*4594H M,$[*8FF6<\-R_%$(S#),$N,V3IV-VR/#6AO=9@V1-8I+)EK=%3G)0G)CTA?& M`9Z1([@Z0]J.-"I*+&86$-RQA+#/_IR:27Q-`L0+M8L%RQBQ7C>V+\!9>IL-'(9@Q.;P):I?G12ZJC`GEB5.:HY2._2FC'<5FM:HP,G9!X MK2ZOXUU-?)\K6XRQMA/,\!3%1F$,T,4O^8\SQIS@R[9&0E(G1P2N\]B4)?G% M"UIU03R>D7/7UCR?>39#%D^=YDRTYYAGTJ3Q%O M@+&;(E<(@6.4:&-0QM>M!;7= M**S&UIC+A+ZR4LM&OJU$ M@URF=EG`(M@?#N-L+Y7F^-,PX2S@JV5CVR;NVL^1)Y,\YR9"\-&3)KEIJ>Q( M$$^*R:R2!4C"0CHK\]29JA'_`'@RUA:(MX16XA%EY+:]ND`3QM?# MF:+7MTIEKEE<;?RA6O8/?OW*W9]O#%V=OF'-OX-@/]#8-]`.ROMRN3T?]F__ MT._B@\Y_\C^=]"@H*OYG^**M6]4ZK96]_P"=]"](S2WJM15W_GV_@O1)R]5M MJ>^+^=]"M:+]5+.[XOWK_1JQE#"U=9OQV[1_Y;"WWENU2_*UJS[)LUS;*!0* M!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*"+F2/TJ]7_L)V._U/%%:CXW> MC,_*WU?=8/UA_P!J++7X/TN^OA8Z^4HJRI0*!0*!01"XTGXV>JQG*4594H%`H%`H(N;=_BOC?Y;,#?G; MB-:MS])9NR]4HZRT4"@4"@4"@B[K!^L/^U%EK\'ZU=]?"1U\I15E2@4"@4"@ MBYF3]('3[[-LO?F/FE:CXW,SG:TWP@[D[=62D=8Y.FD;\/JWC5X.ZQT.L;]] M,\4.C%XT=7Z7_2N8/@OGX<+]:[EN^/\`/U6W/^GHZ,ZPI0*!0*!0:-/[P9:] M]$6^P2^F%?+R6UBN`[]+>^',T6L7P+N$R_/?N>QO:_=[G=K=GV\,W9V^8<[O MC+_ME_Y_?^YJY/1_V3__T>V!=IYKDY+5CBMQWTRQ>J4+59WC=.B^E4JC1GGF M]&5)RRB^D-,O?E"$(;<>%K6M6M]VJ;8T4X[3'6L/+PQOPX\>/_QA/?F__`,WSR_=M^_*+UJ+KIZFV*Y*`JU!UV!W` MX\X=SW6SF_S/\,FO2+KJYLQ;&."W%&I>OP;^Q@'#NVM_\U3:_P`R_P"[)*;I MIF;8IEU4(_53`@;BY8'P[_\`]43._P"Y^[(JNZ<,3;%,E/-U9P/:XK6@O#N7 M_P#J>9?X?]H:M9SZLTA;F`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`R7)S\_LN/`/"UF;;JSHE(BZV MBC8@UWP[E)]V$DL[A_AU[+V3RDV`6^,$I;."%*8SG$$=69WMO27Z,Q4._-I?K3[VWW8S[R MIIONU-L:'J7ZT^]M]V,^\J:;[M3;&AZE^M/O;?=C/O*FF^[4VQH>I?K3[VWW M8S[RIIONU-L:'J7ZT^]M]V,^\J:;[M3;&C#TXP)B;$V8]6GG'\4\`.3EEUY; M%JGP[)77ID-\63Y7U[NF8NK/1F8B)MIJ M]:'".+\N;.;-*,AQCQ@.8RL*D-8_#4A:>JE+H(J,5!Y6-V;0']*-*7?B98=P M\OI?K3[VWW8S[RIION MU-L:'J7ZT^]M]V,^\J:;[M3;&AZE^M/O;?=C/O*FF^[4VQH>I?K3[VWW8S[R MIIONU-L:'J7ZT^]M]V,^\J:;[M3;&B/6S&JV!8ECYBM-ZLPOGL&Q@.;F`((K6O;5M]TSGT9NB(A(7U+] M:?>V^[&?>5-9WW:M;8T/4OUI][;[L9]Y4TWW:FV-#U+]:?>V^[&?>5--]VIM MC0]2_6GWMONQGWE33?=J;8T/4OUI][;[L9]Y4TWW:FV-#U+]:?>V^[&?>5-- M]VIMC0]2_6GWMONQGWE33?=J;8T1[U^U6P+)O/=X<@G7?%_83),8:/\`XHF2 M;JC&T^!?!Z'_`#21)^L=7ZP/Z:;SG#X^R'?A;AJZZZ-N/1F+8QPZI">I?K3[ MVWW8S[RIK.^[5K;&AZE^M/O;?=C/O*FF^[4VQH>I?K3[VWW8S[RIIONU-L:' MJ7ZT^]M]V,^\J:;[M3;&AZE^M/O;?=C/O*FF^[4VQH>I?K3[VWW8S[RIIONU M-L:,1ON"L5XDV/U0<L)B,*34\HKHWMWXHKE:TUT2)TY"=JNJ2 M:UORQK\)2)(N02EH4V/3B$F)0CZ!98!O6?\`DB;73,Q'\YCNU;C/]/1NX]2_ M6GWMONQGWE34WW:FV-#U+]:?>V^[&?>5--]VIMC0]2_6GWMONQGWE33?=J;8 MT/4OUI][;[L9]Y4TWW:FV-#U+]:?>V^[&?>5--]VIMC0]2_6GWMONQGWE33? M=J;8T:<>W(U]Q#BG2LF0P"(`8WA;DHMD4JC)#)W$L]L4XGRVN.2&%O3ZM2D@ M,5-Q(KF!L`P-@<+#M:XN.K;IG=6>C,Q$3;36&FCP9/?Z&SCZ`-:_;E<7HP?_ MTN_B@Q>X9DQ"BCP@WM9&;,85J^*N_\^W\%Z).7JMM3WQ?SOH5K1?JI9W?%^]? MZ-6,H86KK-^.W:/_`"V%OO+=JE^5K5GV39KFV4"@4"@PS#]CM>*48XA^4(1)9[&PM2LI`Z"?X>ROBV0LX6U<>`E1=0G+Z$T80#X"O M:U%I.B[`Y1QF.4RN#@R)!1S6!L*"53B'AES`*4PR,.I2@]KD9*TLL=GAX=EB9N:FEJ;DQBQ MP@2$C-..-&`LHL%Q"O8-KWH,:Y"SY@K$D299]E;-6)<9022FH MB(Y-(;7O0I.BF3 MS9?7'%D5BT2(H]L.` MI`)&<=81`PF6X@O:]%I.BKG9XP M/3&.*E;L@3/\6>FV0,JA%HP.;9CR9C_$T,+7)&LR79,F<<@D8+>!+DJ`*<2W8S9/;**>91T['5XTG",9\ MA\=BW$4:\!D@*%<:OK75PV#>]Q]R]"G3JH;MG_!#"=C1.^9KQ(S*,T`0FX=( M=LD0YN.RR6Z!:QMAF-"ECR2.=@<0/:*Y%VNRJQUEA%P<>E+YBTG1?C!+(M*_ M#7BO)6"2>+;^XQ.1>`'EN>/`$I9^A\+QIZ\'*5'@I_:NL%]91G]&I(Z0/.`/ M-;B1'O/OXT-3/RV/'YI,B5J,KO#-V=OE]Q3^DMMA_43]X+C2?C9ZK&E+(ZZ]2!\5H6EK2=,<`'2 M'G%@YA6MQXWM08M,VHUA)Q>5F\[8[`Q6%CW2S&3EXS+^/08O.>Q*!)`LY4_% M(;10QT$J`(NR>RNYUS+7#R\;<*+2"-^1P M9NQF.!+YQ9(%?>&HY@&3WCRJ5V0CL=X.`H$LZ*]A]'R]VA2=&:6R81)[?9#% MV:4QQWDT1`RF2R.MCVV+WV,%R1&:XQTR0M"54:X,H']O(&>BNI+*LJ)`(97, M&U[T1'_;O\5\;_+9@;\[<1K5N?I+-V7JE'66B@4&'2=A]?U.5#<%)\YX=/S< M0`9A^'"R6NLR:75^B&?,+2IC8IBR8[>WF-Y3@SXTLV0) M*XH6>.09U<6M]5(V^8O[NZ)DJ)L.&!:J4J"BBBQ#,`&XI.C--$1=U@_6'_:B MRU^#]:N^OA(Z^4HJRI08XRAF+$6$(Z5+\T93QQB&)'N*=G)E&4)Q&8!'3G96 M6>P;V#?@,W[+LM8K;,<"S&Y9,Q\WXB" MPIY2+*BZ9QQ)C@,86`*,22,4X/ED6EQ#FIB=4QB547` M+3>-F=;X]$8-D!_V"PBQP/)ZDA%C6;/&5X&V1'(:Q248UKVM>BTG1DUIET4?G>31]BD\>>G^%+D#7,F-I>FUQ=XDYNK M2C?FMNDS:C4G+6%W2`)XVOAS-%KVZ4RURRN-OY0K7L'OW[E;L^WAF[.WS#FW\&P'^AL&^@'9 M7VY7)Z/^S?_3[\%:M,@2J5RT\I*C1ISE:M2<.Q9*=,G+$<>>:8+@$!110+B% M>_Q998F1/Q-,ZNI*L/+K2*Q.B=3@OR/N5MUI5-,9PO1/*\P? M^Q-PZ^RUN[0R+O\`-,-$NS!L-*8E.G2-(&!`XN`,HHYP68F1*3`6+LU&N01" ML(P-KV,9Z9)E$YYNM+'$1A<#Q[$XGCV,8_AD19VDLMKC.*V5JCN/&LQ28JVU/?% M_.^A6M%^JEG=\7[U_HU8RAA:NLWX[=H_\MA;[RW:I?E:U9]DV:YME`H%!YU9 M`U252F+4J$0U")I%T30FF4 M%39A>9`C:U(7Y8I4.;[8JZ8`2BQ\L=,)B9K@N/0TC,OFKP]B#.YN")8P]N?` M-LCISF_&:>7CVG:9>Z8GFLH-?)^[/\B=XG+&"+1-S.;D[>SM32W11:()9@1B M,/.4B>W1EW2;*+5$-X,M3K)EY/GIC49:QS!\:YFQ]C.$XAPI$I;L,3']0DN7 M&[&CADUZ?U"?+4@U+21-LS+*4*98`K?'5V0N+4FB#;,%"- M4]`4$C+5-)*A/PYC@U)R:M^4-`>5(C,(+&NT5UFSXBQ>7NIG#//9DQZ$O&"T M4IWIH&6YIU*8M)P3#2B+:M<9C+ M%(3&N+'N.-G:!R#,)<:HLHZ_3X&>]49)@O'L"Q9A`$ MTQV^%9`GD8R&H3)$*]S"Y^.:Q`(T2T!HTUQI3)//L7YU&V#&C5A)[AN2FW,; M[CL.1';(\]7PQ\19)BN')(7J\3'HBZQR3/4@31'!P(&VQEK"](VE2[I0>&;) M2SW%8$*&;LZ]&\FJR4"@4"@U6=L]B!ARKV>&R2^1/\Z;D>+\4Y#R4ACT4E[K M%F"72"/PYX%'$F04;.8G/EL;87HTEU);#C@HC'%$G,/+.`7T8I+5N<(]LS'" M9MOMV;\5S`W,D@B#7V8&2I)B>/2U*E?921_&,XS[#HKFQKBTKPY$]#=HW7`#%/&^//> M.6_&[GVBV?&#(CQ'+/):A.)*""M+"CL?:X[%,'*`(@)!`L)#5V6&=6!DD'>8 M'H!IGE2)Y:GK1*,TL.)7$F$,D$97G-+!!M8\FY7C>.:X\E.#6:-8TQV\XB8L)ODDU\6X ML?SV%:YP%[PPZ&PA>P&NT7>Y)'WPFQ;:4H)7)EZGK1*@)AHK'W-`&L3F_3)' MZ5>K_P!A.QW^IXHK4?&[T8GY6^K[K!^L/^U%EK\'Z7?7PL=?*4594H-5?:5X M=R:^2;4S:&"0S&^78[IQ/\FY&R7A;+$^8\9P^5Q&7XO=8@;./'&8('.#M+YB M(9HGA(8ZEE$E\#!@/*$'@9):MZPY^\9,&Q>RN+M#<&L$>Q;C/#^\.\V_6W[% MB/)Z.8/^$+XRQ4XQ#)N*<8/<8B*S'3Y)\8FRQW?'%O8P'-:1Y`F1K1@"1Q#8 MUA$S/6$F=D\NR_8#3TW;AZD\+Q3GM$;.=-I;CC'D)69"@>0%6IV=SL\K,IX1 M>WB6L;QCR!0!%B%?*WY2O2OMCXRVJ&\LL+C9M6A)&$TZ-X?9U3."+,)KL016 M"9%QS)<`O+'%,F,>5E44=IV_33)&/X;GM1DV22:81A\?\K(( MXAV6JB#2BNC#:]AF[.K+.??QH:F?EL>/S29$K497>&+L[?+[BG]);;#^HG[P M7&D_&SU6,Y2BK*E!KP[2_73)&QV#("W8MCL-GLEQ!L5A78%1B?(+Y>-P[,C# MBB1&N[WB][?#4;BV-Q,E1*+W+&O3G-]SR`!4!L7>X@I6V:2TQ:N8*GO:%QW= MV?Q\K&NI&/ISVB&NF1<4M2-NC6;,6&S[6%B:FO)ZV+MR6\/A&5BY_)V5$->W1]QL&RQ*L076`,&4QI+ M85V14ZCA>)Q8J7Q2?M67G.#P?8V=9!FX8HJ4= M9:*!0656*`Y%49'G3A M*,>GL'CTQ@@T.%=M?'(Y:-E/1EA2D%JC!W'4=,)B9[-D,DPKB+:OM.VO'T?Q MM#6/$/9[PU'DK)CC%8I&V'QPVMS>U*2\41]:XM3>F6*AXBQR6KDH#2SKC2O+ M@EZ8JW`L0W5FM+>\M>.*U<0U-W06()R]3S9;"FG>),28^1/F/8/#\=PF*+=9 M5*7`;9DZ>L,CRHO.R;*=?&S850S.#FQ6//>)4O=Q@9VPR,I0J#4XQW=955S1 M=U@_6'_:BRU^#]:N^OA(Z^4HJRI0:D>TMQAD5#D?5OMVQ"_* M>(S3"8M3K#FUUQP&)'B.LXE&C&D7#"EL`VXQ7C43 MG#0UA.![6[$P7LQM=FR.89QUC')LKW2WJB6%,^M$K><'N\=8\FB>;\K)@ MS8GS+DN.,^(9EC"!00S(K.Z*>STV\S9FR:@?7!R3+#+GN;FIL;8)X#`VK$YKSS)^D#I M]]FV7OS'S2M1\;F)SM:;X0=R=NK)2.L*'1B\: M.K]+_I7,'P7S\.%^M=RW?'^?JMN?]/1T9UA2@UQ=IIK[E#/6)L+..)X_#IZ^ MZ][2X@V6><23Z1)XI%\<.,AX&]BQ-*N;$ARV"V\0G'F)^E.Q.J693 M9Z?B3%&7M,YSL]V72&$X'QVJD.&\ZH=@8?B"&(87A-CDTZ:U&()K9.%G2%+E M*M]+A!*1>J6(5"2QA`"93&DXME/9,Y6B,KPN;`TT9R(TY-'#,4[.Y'F>0QQ= M0MS:GVQ;I/(XIFEM-C$IE-V=GE=X$XHVUA M#+7OHBWV"7TPKY>2VL5P'?I;WPYFBUB^!=PF7Y[]SV-[7[O<[M=+/MX<[L[? M,.=WQE_VR_\`/[_W-7)Z/^R?_]3OD?&1JDK(\1Q]1%.3(_M;@R/#,`N401(> MIH3>2"1#(7@VTS8&0ZH8L=VS'45/A4(1K4+J85&HH?+93.C6)M_Z5L(M`*739U7#8@@T9QGC.,ML-@<-;`,\7B[.`PML96PL9IH$2( M!IAQ@20F'"O:UQ7OQO5AB)F:S.;V*N_\^W\%Z).7JMM3WQ?SOH5K1?JI9W?% M^]?Z-6,H86KK-^.W:/\`RV%OO+=JE^5K5GV39KFV4"@4"@Q/#L%8@Q_D+)N6 M8=CZ.,>3`=G?I7BJ=3/)F-]>X5"9W/&:4Q]\DD=,?FU+:SA7'?@.U%K.J]P:;ZP%3#%D\(PS$4TGPK&(E#,9K$A;@D1 M1N-8^+<2\?-EV-,O*87H./Q.ZLQA-<$RL]E/5'&HAD&FC&(5G'%)FB%`H%`H M%!864,6X[S7`)1BO+,.89_CN:-W@J41&2H2W%F>$5E!"PD*A.9PN6H1KDI2A M,>6(!Z9226<4,!I8!A&2,<=[.'1R*XBR#@EFUKQT#%V5E34NR/'G)*YORR9+ MF`P1T;6ODI?7-REZM;%CC!#:3;K[&-8Q"NDN3<5[W47=.=5TXVT9U-Q!%F&% MXWPE%HM&XYE5KS@A0I5+\K.6988DJA(Q3B1N;F[K767O+&6HYT5W8]:4D/)( M.*``Y.G&6*ROW%^M."\+2J;S;%^.&2(2C(BM6KE3JA-;Y9!INQN,:ED9=0#,;7UA=DXTCBUK@%&%*TY@@#L$0;\+]^@P?G#2_5O M9*&PB`9NPO$I_%L:E63P!&XA*(7![=PH0+G5W6+'F2O"Z0R)\>7Q^7.C\_O MCX]N1ZI6M7*E"I0<;<0S!7HC$.2/TJ]7_L)V._U/%%:CXW>C,_*WU?=8/UA_ MVHLM?@_2[Z^%CKY2BK*E!C/+^',99\Q^]8KS##VR>X[D9S.>_P`2>1++-+Q= MA>F^0MA+D4B4I#%:(IW:B##$XQ7(4!!/S29$K497>&+L[?+[BG]);;#^HG[P7&D_&SU6,Y2BK*E!:TXA48R1 M#)7CV;-0'R'3B.O,2E3*8I6HRW:/2!O4-3PVF*VY2C<$P%K>J,+N,@THT-A< M0B"+A>P83F6G6L$^P;']:I/A2$*<&1,UD4Q3'#:@.CC+%EL=4&JV9SC9T;4M M+FPO"-4H.,ZXD4$JC!GG7,,%G^L^,(UBZ&X_P]%(I%<,S1RR M1CJ/M(7$IJ9O4F$IP#/,N(3,SFM+;O\5\;_+9@;\[<1K5N?I+%V7JE'66B@4& M)$&!L.MF97_89)CV.!S;)HFU01WR8>E&LE0X:S'#4(8R@7K#3_`K-=2/I3R$ M04X%9H`#/L8(L%PBO3HJT#Q)C7&+ED%Y@,.9HP[96FJW(N1G-M)'9?+YJX(4 M#8J?WE4>8<>H4W;VP@H`+""24`'`L`>(N(8:6Z1:K.+9BEF78Y:T3]\)?^+WSSQ$^3M@1/:Y._WP$'5XTS/"&3(T`<'1@>7*(20H MY4PNJV,O*)_9K.S>6<22ZH4[LWDFF)%%C4JFP.C.+,+$(%QDL#/>H>M.S\2C M,'SKAV(SZ-PI1=3#$BDA:R+8@(:$ML/(BSW&%C(^QY"M;22TZE,C4DIU)!0" MS0#"`%@EB9C*7Z-^I&M;4SM4<;L-0I)&F+"\GUX9HR2WF!C35AB;GHE,V@;? M'[GW9DC9-#VU,)X-`0%6Z73E=:.-Z,'**RO/#6#L5Z_1$V#8BB9,1C:EY7R) M>FLZ/C\XNK\YE)4ZUY>I!)G-YD+VYG)$"Q118`DS8TS)^ MD#I]]FV7OS'S2M1\;F9SM:=H,!5?MSI6,LMS$D!)G@*HU.U,REJ+-'K%(^JA M4IB)S;#U+:J1+R25B4T0!7*-+'RWOP%:@ MQ7.-3=;,CX3:='&VGNL^'V;%D>QIA^+1!EPK()1+L:-S7X3N MFCLPFC(XQJ3S(T*IP4"?YDZQYW5HA.SE=8XEI59Q19P`&F6$*RKN#M9,$:V) MI(CPACEI@">6J6U0^EMRQY7]8)9"529@:$@WMS=#&B,QQ.N/+;&E'=.V-P#S M`IB"K#%:XK,YM5?]X,MQT1;[Q,'SE\@+_-OS!X6 M^;;OUNS[>&+L[?,-`?@R>_T-G'T`:U^W*Y.^#__5[8%VWV!FU:L;U<@F8%:! M4H1*0%8:S2I+"H2FC(."6I2X].3*`!,!>UAEC&6.W=#>]KVO6MLL[H4X[O_X4Y:M^[^[!ZL6S1*PMS`>S&'HWEC81Y=WF4DM\F-Q5=G,38NRHYGG6 M9HJY(W#K2)KA2QN7K][HIMZ$ M\X?!S6-ES6Z#UR]?O=%-O0GG#X.:;+C=!ZY>OWNBFWH3SA\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+U^]T4V]">Z*;>A/.'POWNBFWH3SA\'--EQN M@]N7K][HIMZ$\X?!S39<;H/7+U^]T4V]">Z*;>A/.'POWNBFWH3SA M\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+U^]T4V] M">Z*;>A/.'POWN MBFWH3SA\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+ MU^]T4V]">Z*;>A/.'POWNBFWH3SA\'--EQN@]DY><'-:3%MU> MR5B;HHHV(-A<58O?=A(U,W:2(GS;,[::$71%:ZLU>N7K][HIMZ$\X?!S6=ER[H/7+ MU^]T4V]">Z*;>A/.'POWNBFWH3SA\'--EQN@]7-66[X_R'$2`([8LGR7G*6S"*L*%2;TZ@%NB*,&;PO<7+RVO>UVS M$75T29B9MIJ]2'-F.L2[.;-)YTY/J`U[*PJZ*;>A/.'PN7K][HIMZ$\X?!S39<;H/7+U^]T4V]">Z*;>A/.'PS&TF%I9CYB;&-[EA MZQ/EC#CR:!9B?+;059O8\E1IUV MVS7T9NNBB0GKEZ_>Z*;>A/.'POWN MBFWH3SA\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+ MU^]T4V]">Z*;>A/.'POWNBFWH3SA\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+U^]T4V]">Z*; M>A/.'PK:99EA:N`\0*?Q`LM.?A2:D%B)4S M&+L"98.YEN%P$C,,#;NWM:W=JTF+;JI6)FVC4L9.X9CCMN97*9F:WI4B.2O) M12TEHELBEY`%FMCJD.!'F")L3XI7-QZ@\BSB8(`;D<"!!M<-S!`716/YQ'=8 MFG^GHWB>N7K][HIMZ$\X?!S4V7&Z#UR]?O=%-O0GG#X.:;+C=!ZY>OWNBFWH M3SA\'--EQN@]N7K][HIMZ$\X?!S39<;H/7+U^]T M4V]">ZUB7^@=0OML MR?Y%UQ>G'N__UN_B@\Y_\C^=]"@H*OYG^**M6]4ZK96]_P"=]"](S2WJM15W M_GV_@O1)R]5MJ>^+^=]"M:+]5+.[XOWK_1JQE#"U=9OQV[1_Y;"WWENU2_*U MJS[)LUS;*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*"+F2/TJ]7_L) MV._U/%%:CXW>C,_*WU?=8/UA_P!J++7X/TN^OA8Z^4HJRI0*!0*!01"XTGXV>JQG*4594H%`H%`H(N;= M_BOC?Y;,#?G;B-:MS])9NR]4HZRT4"@4"@4"@B[K!^L/^U%EK\'ZU=]?"1U\ MI15E2@4"@4"@BYF3]('3[[-LO?F/FE:CXW,SG:T[08:JW;G2L!9CF%(.3/`E M12=U9DS48:#6*1]5$Y,ZH-WQT4EV$9U8U'>Q*6PC;*.-S2>%N^-GJMN?]/1T M65A2@4"@4"@T:?W@SE]1%OYN3E\[R7FZ3I.CY?,YFCCTG0_3>3AW^7V7#O=V MMV?;PS=G;YAH#\)SW^F^+^=]"M:+]5+.[XOWK_1JQ ME#"S-@/:.X3'_%A>:A=VUNY!F^_=OWK?\`S+\VG^=W8_TM>G_U$,/>R_\`@/.' ML0W$+C`D-N`0VXBO?C)?F6I_G=V-]K]2NT+Q&>'F)Q_G(T/&X>(("A%[*UN- M[=R2]^UN_3_.[L;[7H#O_BT5K"#C?/(@WN&UKAQZDO:_-?@'A>TC_E7OW*?Y MW=C?:J`-Z\?C"(8,4[!"`&_`0K8W3\H;\.:]A"\8N%KV#W;_`+EJ?YSK"[X[ MOSMO?CJ_'ABW/XN'?Y<=)1X7_\`B3OT_P`[M8-]H+??&80#,%C+/82RP7&,=\>)+!"`-KW$(5[R M3A:UK6I_G=K!OA\RIVA6ON'([C"43P;V+&$$K%<`^4=K\+\+\+VOWKT_SN[&^.ZL(.UPU+=!C+;3,AKAEE MA-,`DCK&>,LH0+&!,&$N5"N``B[\UKW[E[=VG^=W8WP_5U[6G5%C0@8,LLM:OCC&E3&&&@N:6`!QTJ``0AEVYK6M?CRVX]ZG^=W8WQ*UT?;/Z2." MHM$BD,Q5+#;J+%I26>/F'BNE$$*FUB@ROGXD"&&P[,910+E7EG26&,98K<.'&W"_&I_G M.L&Z-)7$1VN>I2EJ`^)S,BGM!EPV+<2HTS#2&7&:$D'1G!E%P&`>G5I31D*4QI=Y780#B#BA!&&_="*U[7J_P"G-<<%.B;VJ.,Z]:K/%>]@DIDJ63FG'&WO:_L0AO?N5?\ M[M8-\=V0G3M-=?F6_!WCF7FX70EJ>59#FH@=DYIII))UP#D]A!+..(,""][< M!B+':W'D%P?Y7)OM6LI[6O5!$48>K\XR8DD`C#33XVR%EEE@M<0QC&*56"$` M`VXWO?N6I_G=V-]KP![8#3X?\5=/1=[O,+#?N7[U^Y*^]>G^=W8WVO45VN6I M1QI!!1F13#U1EBDQ0(VRB,/-OWBR06E-[F"_P6X]RG^5W8WVKV:^TIP4]K"V MYHB&:7-P-X/=[GFV3\>YPO?N>,7S+7M4_SG6%WP\:K?+'"()HUF+L_)@$I3UIHS\= M)2P`2)0=(I47$.1VM_#C:K_G.L)OA<4BD""6;#:?2IKLH" MV2;%N>)`W!5EA)5!0/+)B%Q264E`,-`4HLG4AYPV$*P1<;6O?OUG*VZ.Z_:U M7-8/UA_VHLM?@_2[Z^%CKY2BK*E`H%`H%!%S/OXT-3/RV/'YI,B5J,KO#-V= MOE]Q3^DMMA_43]X+C2?C9ZK&47A3DX\;=5[MN^/\_5;<_Z>CHSK"E`H%`H%!HT_O!EN.B+?;E`+ MCEY+;E,'T98O_LYFCV)@^JU%7?^ M?;^"]$G+U6VI[XOYWT*UHOU4L[OB_>O]&K&4,,=8,_&3N'_V5BS\WC]4ORM: MM^S3!&E730^)D%7Y0ELK<$ZPQB`&]RR07$*U[BO:]@\./#AW:]$='%<*>1M; M:3P/$46+N#NIY[&7O85^(`@!:]A7X<.''YG^&F/H/*XS]F<@*21B4`*&6?R& MBYB%*<70WMSE6[MK<;VXA%Q[WS*"Z6+(:-B:FIO-<#E"=*2C3IE:LVZE2I'T M1@`F*5(QAO96=_+%R^SO^Y0JO=MR8UB,L,M2,">]P")%8@\JUU0Q!*/+N;S" M*LG`(5K6[M@`MW;WX5*#-,>EK8N$5=,<$7,82EZ8D8E!H#RC0`.&I.+L>`TH MP)@0#/MP]@+O<+<:E%A?#JL*Y;F*!6`.QPR;7ORW/N0#A8!Q?$%[6"/C?N<> M_:L]5\OS;K$+4HAWL`%PFBN,0;A$(71B#>U^0-^YSWO\ZJ8/*YI;@;UW^;W% M82!<&U[6YBP\J8V]ACOQM>POWK7[M#)K/[15=9LP5HXX7!8?4\'-"D/#DL<` MPE(H,*&GYR%%K'A,#;A?A;A;C?F#WZEF=_E9RM\.>S(.6+R94->C="$ZA()6 ML-*/4V<`(;&'W1-Q1R@=@HEBXU+:XQ`Z!?T9(P#++#9@W MO+[DI[R`U&2!B;$:6P'%:!2N3MPD"I0(M64DN:K3)!'$B$._5PALFYA6O<7. M*]LV36;JQ@U?%(MH]\?V1"_Y);4F(DZX1*`@^SA9]YC6XU$)0(D*5,F47./* M$6%3>Y9Y=BAE&!!P"(-KVI%\3=2TG^J"0,9RA2H$C$)0>`'*'B$1\BC204.PC^C+#:P+@Y+E MB'8-B*S5)FD4A/3*46B>),X+BM>W/8)D(XW#Q[]N-^_5M^/JY_T^4>%OP+1U!.I3()ID"< MIF)GD$JD#J@8V2Y`G56WK%RMQ)&L=G#@@:SA)U(!=%8E7<01WMQ`+O>FCS[L M(B&P['>O&$,+-:^;,T:0IPQUC7.JR3+%BQU=&]$A3"6+W$@Q<<<6D,ZDG'SB M36)"(%Q!XD>GN[>1S+MK-BGQ:C=P<5#I)9;% MF8]>;:]A`(`W^&C'LI(3?ASW-3VL:+N6#<%O9YF=,FHB*8LR86[/@AJF;8P[ M(9/;F%Z5-]WE%!(DXE\[FB*4*"@=$ MP;!'S`VH\8B;D"+((+>3I6H:9D.%CFE"J-#8!ZM."R M@LD0KA%W`VIC7))HDOB:3XW/2)RVILB\?E3A;HG!(TJ0+SW`XD/&PR'-0F2N M+@EY`\0V."$15N-N'"W,*3$]96)AE1W>4R,@9P1AXAYKB"$PL//:W='P$,5@ M!M:U^Z9>_*#YM^_4HJ.V1YZR+T)K19=8#NK9WI0W#)2V.L>EZET*PRPAB*O9 MO<4BRQ81<;_3;])8-[EVM6J,UK*J4=9:*!0*!0*!01=U@_6'_:BRU^#]:N^OA(Z^4HJRI0*!0*!01QR6XBK)^-C3N%N^/\_5;<_Z>CHYK"E`H%`H%!HT_O!G-ZB+ M?R\G-YWDO+TG1]'S>9S-'#I.F^E'?[E;L^WAF[.WS#FW\)0'^F<& M^G[97VG7)Z/^R?_1[^*#SG_R/YWT*"@J_F?XHJU;U3JME;W_`)WT+TC-+>JU M%7?^?;^"]$G+U6VI[XOYWT*UHOU4L[OB_>O]&K&4,,=8,_&3N'_V5BS\WC]4 MORM:M^S061-D;9$FE-SFJ5"=O1EB(3VL.Y80$6!<)O*+V)=K_P`;C\^O1$.# M#[G*SU*T"@M4E+`(KH^B+4`+``/$5BB!7YN0)AES!6X?-Y*N2O*5)SR!7+=' M!0C3.`1DDJ`(EY12(Q=&*][N)5FN"1U6.KNT(PN0E1"5.0$@*@)O0G%V ML89_R&9E8A)YQ1F@Z#KX%(!+DR`P0%9(PD(#%8>D/3K5@2VU.0:1;_E`6#

@A?M/'VF2XMTX; M'AF;7Y.9K,WV3MCLG`I2'KU#DSH4=A%F7L3QN:LY;\_$`P7$"X1\W(*69W^2 M[*WPT-Y9UW:FQ&YR!K"J4+U!+@M"6%,0( MN]K7/YA#"38'.`6IM6+LGY,>HV4(OBMKLGCBM"W/RQI,7C&2@1J55SC?"71N M:$`EJA0$*+H!C$;;Z6(8BQ!#<(Q@+QLI-8;G^D3&.+?9 MAV!.)^(F2/9!3*K/"AA*&[-RVZ,1A2T0+\_6.J@L`^Q@@]SD""][7MS`"+F# M;KE$:N$YRU9;38_<,5&N,AA%P-[02J$H?66Z4D2)>(Q22F/<4!!H1EEOEK(2 M?IPK#L98HLLT-P6#<.+L(K$NEDUI$MN&D\NQ;.L3P^0XG?6Q>8B1&E2HP]J+ ML\1Q]ZA>ZUG5).D7-;>XV0(3;WYAW*N4,DPNW$VU6)B8K#-T3;,U:KNUUV6L M2)-AYI<1+GIS2-"I3=(A1(4+2WHQNZ02@E2D)")K/6"+$`%BA6+"4(9'LQCN:2 M#@$)P1=T5@C"+OW[EK\[+*YNM_\`2+-N%K MUUB7*8E.6,YPC#8V@:7!C9CDB@NZ,)"^Q193N-S.4!$C$4)":E/&H$,81@O8 M7$0A6X7#;FO*%5^VV:"0&Y!+2T)BB!'AYB5IB@``$AM:P0I"4A(RP@'?NVN( M/-<-P!X<>>S:M7X*-HE0$:A44RI5O5"S!&DI0N9R@SHBC#+`1%%B,"N&((`\ MMBKWYA_2[<1=Z;2K4AL#YXMBU$Y.<<>3,LJ3ANF)0IS5L<4)D",10VI&C<1J M&PTL":R8%A""8'I!U68K%*8+$TF)ZM1C%V:6[4CD0@";2X,F++I*[V$(D7\7H+#YN/&UK7XUY_\[ZSH]'^O\Z:^C<% MKGHEEC&47B+;)MDEB)\C*L2I&6Q1UT,`EYSA'I4S<]NTG1]/=*(WE`/J01!# MP#RAKM;$Q$1,N%]\73,Q#<8@<).ZHF]"\O(W=02G(*<''JH$8W@TL`BK*%:8 M@=D8"S./,(@L`4]Q=WDO6F7\O<2;2&UW=5!99SB2R.!9"P\(35!90$9@RR"# MAS_`/V>,G_>/A*O/.5_EVZV>&4M8/UA M_P!J++7X/U+OKX6.OE**LJ4"@4"@4$7,^_C0U,_+8\?FDR)6HRN\,W9V^7W% M/Z2VV']1/W@N-)^-GJL9RE%65*!0*!0*"+FW?XKXW^6S`WYVXC6K<_26;LO5 M*.LM%`H%`H%`H(NZP?K#_M19:_!^M7?7PD=?*4594H%`H%`H(N9D_2!T^^S; M+WYCYI6H^-S,YVM.T&&JMVYTK`68YA2#DSP)44G=69,U&&@UBD?51.3.J#=\ M=%)=A&=6-1WL2EL(VRCCJU%7?^ M?;^"]$G+U6VI[XOYWT*UHOU4L[OB_>O]&K&4,,=8,_&3N'_V5BS\WC]4ORM: MM^SE:>'4PI8>45=4,-@@2""F/&G!TIU[!Z(SA?EOP*%<5[\?F=ZO1HXL91[) MSI,I:?#HK'&=2%$H8T:9^D:LM"@4DG"<`JGI,G"B5*U+PCP#)PXJ0NK+( M[.8Y`AC$A;EYUSFPU*(FPA&V!,;2=S*>'HA=+U+L[JEK:U/5HJ2P%&%`-+L;8`^)8;##<&+KMN- M<72RW=A3".O51L'=H`U*'Y/!4+2\QQPR"%A9)V6-L;W:)*D\:DJ>2C!&RV5[ M9I$Q%K2$!@#K)EZBW*Q[FFZ14985DJM$J9Q)C2P&% MW/#;AQ-4EB*/&A)T782_F-AY)"PKH"_8B$,8AW%8)M_I`PW#O5*"@OKD-R"K5H%YEDQ2):`XBP1V!>XDYX0VL,0^\$5[?-O>]4T:T>U1 MV3=M6M;]&<@,L>221>\X;9(4!(L6G-X$Q;LU.;FCO=E":WEHTJ%*N!8(1#"7:Q5[WL`)@KBJQ_6)F(IFU/\9B+IJVRXXW*Q)G M7(H,4QIZ0N#@U,+ZX],W"&*Y+:@5-UKD$+_I@>DN=J'%`Y#+\O`5@V,._Y,//;B(0^%[=ZW>H MC7_M4C-FD.<"2K#)Z.\F#FT+>W=J;)/X?M:/=)<37($;4HLC"L>FT0NKK3$Y#JH`3 M[$LTNQ@A`,L`8@BX?SB:S-<)=_[71,4ZIR2_63%^57@Z<9#CZMUFKNYB4K92 M?(WL1JL0S1*"D]D2E5=NLD`7<00EV*#P[M^Z/C>NNRV9K,8N,7W6Q2)P9WB. M$(G'4-DL>-7QTI24!*<2UJQIBEA`1$K;E6&7>_6`V,M87**_S+WM;OVK5(9F M9EM&[-=B:V'(F=T[64<4`>L&4+'].J/5#&<4^P4-A\Y][C#81=[=SA:W#O=S MNUS_`*96^6K,Y\-5V'=)X^QRR;9.?IS/)#:=2:3RJT9;U`(I&VP,@?5[SU7K M:182]K%"-*MZMTGK"F=F9FQ"@ M1C%8@9UKKC"P"M80AG*E)BDY0H]GS"%>XKW%>][<;]VML+]9$UC[W/5&75$% MWL"W-Q%YPI M-549^/CJ80;H#!&WN.XA&7#<(@A!:][6MQ"$-N3C_P#FX\>Y04!NDJ<]1<@8 M0#3]T!G26O<`P7[HN;F]@9<5@\._\^E!>@9@0C#Q:K6'<`0C&F$.]BC+6M;V M)7&_`D[A?N"M[&]^_;YME"KXZS>R]I,*L/DLL2')^6XK<>8PFX!E7[M[6&`= M[AO:U^/&W"I1=&T.+_C![/\`_9XR?]X^$J\\Y7^7;K9X92U@_6'_`&HLM?@_ M4N^OA8Z^4HJRI0*!0*!01"XTGXV>JQG*4594H%`H%`H(N;=_BOC?Y;,#?G;B-:MS])9NR]4HZRT4"@4" M@4"@B[K!^L/^U%EK\'ZU=]?"1U\I15E2@4"@4"@BYF3]('3[[-LO?F/FE:CX MW,SG:TWP@GG[=62G]7Y^AD;\#K/BKX1ZOTVL;]]+\;^D#XK]8Z+_`$7E%X4Y M./&W5>[;OC_/U6W/^GHZ,ZPI0*!0*!0:-/[P9;CHBWVY0"XY>2VY3!]&6+_[ M.9H]B8/G+Y`7^;?F#PM\VW?K=GV\,W9V^8<[OBU_L;_Y`O\`OFN3T?\`9O_3 M[^*#SG_R/YWT*"@J_F?XHJU;U3JME;W_`)WT+TC-+>JU%7?^?;^"]$G+U6VI M[XOYWT*UHOU4L[OB_>O]&K&4,,=8,_&3N'_V5BS\WC]4ORM:M^SE/DR=:$M4 M-,8%$4=]@W]CQ[U>AQT01Q!)7:&;% M.13PE>VZ)]4<\5JE!T<,6,S85(#W7Q6FJ9M5N<=2]48'5WL,TXBQ@0E)0#": M6(1]Q<\=TX8.LQ$VQJUX[6.^3FS-&1HQ,Y))%;.HESPY-12N3F2),[1TY_.#.PQYF@[26KG:F3/*!R1N36UA4'M)YEQIS0=(H M'8@]/<9G/N+MV=M9<[K=F5U+53TGU8RV^9;;91)8PO;V%X"2@6R1E$(VS&C< MQHCUBPEP:$JUE37`R=(6:79391E.M]+L6!.3=.6+@89 M8)/*<(?`-@\!"(M7);J\-D=?71C;375S0LRLY"0%6$LQ8N;F]:I:4ZH_JIH. MJC7EE$'C#>YP"C1"+M<5K<*K!FNT]R!+XZ\%S)I$0I)L[61NXVE8RV>&D"8F M[:N&D7&GK$BQ0`TSK!9EP#L8"]O96X7NDZHR=L#D6!8UUCT%>,D8Q9U^<]EUJF M%!R&%TA$,E3L@6N[\A\$O1"HA/&5034B!`WJE)0`/MSBP#Y0!&4`R]A<+6MO M^<6;IVUK#']9OV?M2DMV6-6SPI)2&QL*L6D5N:D"4PRY@@@4EBOS7/X6&9R+ M[F\+6%>]@A#?N\.-=WG2>0Q=JEEUZ8"\:&[:>B3O2(\!B:S;=QZ8M&,X!P;A M2$J!)S+](*U@<07M?A<-[6GH401V61Q^(M.78,_.[:B>(NQM3ND`L6(6L+BB MD![DB3%MIRY20:M/&8T'A%$]C'Q4A,4V-;[EP8:8O_-S#DW36Y"[#YKWM;G%T MUC;&%':;(I.Z<:MD,+S1#I+CX;BM.):79GAK=(GQ)=P0'I@'=-U8PY.H1*52 M88E1_,,!98[F<@K7O:UK5TBZ)AQFV:T49)G-F4Q-FEB)T`)JD*4YR:+&&-NY>W#C5K6#;2:=6T'LG)V3/)SL(O*'<0DFLV22 M#023+R6A\5."Q[9%5QJQ*`(H_828D!8^6Q-K%BN(`0W!_&[E[>QM;YG&] M1<39D<%KIA)[D@3&GV+&"_+?V`0VOPL/CQL/I>%N];N=SO6O5[C+K+-2^DYK M'!*L/EMW;W[M_8V%P]GW!7O_`!?F]SY]G=&3TDR$:5P$L]@#AQ#TH[^S"&][ M<;7O>WLKBX<+][A2@L9]F_06-&`X-Q#%S!$(P=[<./-@AO>]Q&6MRWX<>Y:]K6X<*=X%_-TP*X M`,N9PMT80\;#M["_L;\EN^'C>_S;=VH+%>,RLS5)H]'E2Y.08\RJ.-:`(C;? M3E4B?$[8`@L/=YCC58[V[E[V]G:_?O2:46,X=$,7_&#V?_[/&3_O'PE7FG*_ MR[];/#*6L'ZP_P"U%EK\'ZEWU\+'7RE%65*!0*!0*"+F??QH:F?EL>/S29$K M497>&;L[?+[BG]);;#^HG[P7&D_&SU6,Y2BK*E`H%`H%!%S;O\5\;_+9@;\[ M<1K5N?I+-V7JE'66B@4"@4"@4$7=8/UA_P!J++7X/UJ[Z^$CKY2BK*E`H%`H M%!%S,GZ0.GWV;9>_,?-*U'QN9G.UIIA8TMNWCHYK"E`H%` MH%!HT_O!G-ZB+?R\G-YWDO+TG1]'S>9S-'#I.F^E'?[E;L^WAF[. MWS#FW\)0'^F<&^G[97VG7)Z/^R?_U._B@\Y_\C^=]"@H*OYG^**M6]4ZK96] M_P"=]"](S2WJM15W_GV_@O1)R]5MJ>^+^=]"M:+]5+.[XOWK_1JQE##'6#/Q MD[A_]E8L_-X_5+\K6K?LY?G)"I#>]UES#42\HNP4YAQ'5R4]K<3CAA-3F6L$ MP%KWM:W$5KUZ.CBLE;"F%\2K&L]K;UZ%1_LA4&.8')C-"B1L2AR(.=&,H)Z4\LT@8#B[&$%7"6*UB MV(RB$FZZE$02$8`\0D7"((15,568AM(2##+H""B3#0@,$<:8H-3%WL87 M<-E)):Q,()@^?AD.$:$D97)8JU_8F`-)O M<0>`+WX6[OS>]457E$'3MK>O-2$\B<"!9[`/+8%[W)'?GXV#;C>_#N5*K1HQ M[>!Z4,.G?9^K$R-G6C,AL13")>V5L?4E@#B\N,$,"1U2JTY9_P!*X6-"&Q@0 MW%8(K<;UQNFD7?\`V=OY168_^KE!D"U2ZJ@NQ[$WL@%P><`&AM-:VQ3<-[A$ MN4^'HCRF_JIL9CG$6564[S6LT3221H3Q-UEY[ MS)')S;2G8Q&,3I?KZP\E.V*E)8!*+IRRQ73W[G$(>6_6R^RVZ/UHX_TLNNMG M]JNEN)-ID$$4X&.I1JPD]$N5"3B&!*:><.Y-TJ<%[\QA00G\+7MW>`>:]^Y7 MJ>1^^9,E1HZ[<_-#ZX1B3MBM(I.<6YC-&$JQG1F@+'<`K"", MDZ_2$C+,OSVE%AH4VVRK`7R]*Q)&M`%_>'F0.*Q60M6.2IR.4.[ MHYJR7,U8M$3(8S!@+*%Q!S7O>U^_>]<-U)K&3T[:Q29>YZR;(GXVU MG&R8QONF1D&M)(34*)6-$B3H4YZ^[8:A5+QDE)2^4)IH@6Z,%N'*&UJ3=,], M"+(C)1VZ:/#28A4(0I25K=<-DZX05!QX"@".&%.64>I,1)2.<\5[A(**N*]^ M(KWOW:D73!-L36KJP_NXLR>)BNVW.>!$#-;L!3E*2,DKHKB+,40DT726M>X; MBYOF\+?X:Z1=-UL5U<+[8MNPT:&\XMLBBV4\B..-UCXL=G#)<[<7I,V(7).1 MTZZ7.:NY1IYJ5,%7=*$RP.8DP8+7#QM>]K7K5T3%=N:VS$Q$7944$&;LYLAG M_3\?D]TQH"KISAMK@(`1#N`FX3U`0`($9SF>4K2K2KB,-"9TX.X>'#B$(A!L,0;VO;B+CW:M6:+8>94["$ M,PD0E`/IUAC",)A18^%KCYQ!,$6`00=VUNYQ[U_F6HJUTTQ7$",NH&'D&;2\W2=)T?+Y MG,T<>DZ'Z;R<._R^RX=[NUNS[>&;L[?,-`?A.>_TSG'T_P"M?M.N3O@__]7O MXH/.?_(_G?0H*"K^9_BBK5O5.JV5O?\`G?0O2,TMZK45=_Y]OX+T2/U2_*UJW[-#[)!V^4Q9A M"K3@-XI`BC@Q@OQ*N85HP(RRQ MI59IYI@0E@++.-OS#+$(N]A<@;6M[*W&P>_WJ*J;G#U2MC.3'C/07+1N'.N* ML<(U$F`GM8\%C0<;EBL2,RUS+7L&XAVOQ[E!^B1"^H"T!"`HY2-.:@]BI3'] M-=N&I*"Y.P3S^N"6W2ECL:8`5K6-"&]K\>]>^!-K'Q[.(1I2*.V1D#7*55@F MF6L-,>*Z0I<,DL`2>A*>[I[&'DV!YRBYN_P`*57%7&QHN>5<*@L\DTX=K$`$(=AFV M$(-Q<_&]PA"9>UK]R]K]RH=E_M-E#.6(H7^C7$I$65Q$$P(K\.%S/F&C[E^Y MW:"ZE*LP;"Z"']+XMBOE+O[(SDLF,N$5RK<06%>W?^;6:+C##ZUK2NT?UA). M0H7!4FTBPDJ;UUGC<6\V/+GJ.DA:;IA&7#8@N_$PJX0A#P++L&6[XG&RL M+=LF,+Z>)7$\=IGE)P%IWD*,:-Q$-<:`BR].9<)"HL@1%AE""&W`90@ MVY1\>%^'_:]8NB8G&<72V8F,(P6S655=F8G60+` M(&A&8M5&7L$!)?+S"$(00!"&U[VN,0ACM:UK<;WO>U6(FE-EKQ:3 M/`A-*4F_2%C,M M1C2LIR&+HC+W"`#*UJ3EMR16O<-CW56K2%#+N::44$@8>C/&(9HC`)[^P(N8:*]K\@`V_=M:UNYSF8AVMB9 MZ+5@>4MA75X+;\:O3RK,+N$%@$M+*H1DEW%;NJC5S<:G*!?GX\!"YK6_B\>% M8BZ^9_5J;?YQ'[0V'L4RS>T,35YV(BDEK:0L)6N1,,2C2O*@M,49>R19H1CV+J5C\>\J#4B)$S(5`S3$P;"/5C+(3`$<(!118K;KKIVVS@],6VV1NETO\`9U:*1S5W'$ZE;Z)2\95F<$CQTC-7 M$%H7&&7"4XN)T:;TH`];0HKJE!05]AF&=:,3`Y^6P0`#TMLBR.[C?_2;Y[.D MN+_C![/_`/9XR?\`>/A*NQO>X>K6XV[X_S M]5MS_IZ.CFL*4"@4"@4&C3^\&6XZ(M]N4`N.7DMN4P?1EB_^SF:/8F#YR^0% M_FWY@\+?-MWZW9]O#-V=OF'-OX0AW_\`1C/R'VKRCKD]'_9O_];OXH/.?_(_ MG?0H*"K^9_BBK5O5.JV5O?\`G?0O2,TMZK45=_Y]OX+T2I4)$R8@WH$30).,1980&F!$8_%#]E>U^% MN2U==]NKEMNT7(/"N(P\# M2K!',"K7*#QOR=RW+W.Y3?;JNV[1D9"P921V,&+7/.AQIA@!WN*-0V_+>X@B M&,)WCO8_B"]O8@O?DOP[O"INMU@VSI+\&AFS.C>#%*W7S.1K884(%RD\?B05 M-N''D"$%YJ`D-KWOW16%S6MWJ3=;RQ-MVC(5U601&]K M#_BBMQGW`([?NU*V\FJ3I*FNYN5%J)8F2ZW9Y+$>F/))Z5BB`0!&82(L`AW+ MFXQ6L$5[=[CW/W:5MUA*3H_EWQ/F]B8M;UC3B24R8Z.:S6QU*FUK5Q1(O8I" M>]QISNB6ER-W0E6Y"F<81B*L;PO>UOFWK,3;6ZL]5F)I;AT:_9EI?N$XS`Z< MP_#TN878NX%+>@(ED=:6^RX)R(`S'4])+'!2ZA/:K'IAB,#SC%RC%S%CNG+Z M?Z6:L[;M%S(-<>T(:"`FH('*E#DH6K5;D-WD+$Z(C35:4Y"2:G(6SA2866WI M#A6*(N*P+F#N;OR`SF0MQ4*'=(T-B5Q>4KFO?D;HT#?THP#-&)SL8>&Q@[<;<0BX6X\U^]?G-MDX[G7_2Z,K'HC']W8W!3G%CE M,&$I+`8&XP-;TQCZ8`1#XVOUEW3!+X@Y>-K3=3LEY"FB$L/!RDBW%9;06I&6868>F;R)H)1:Q8C`B!8PT8N M)=N010A7'72+K(RERF;YSJV6IHWF=- M080F52!UBBU0\2]\?XFO0-I1C.^NBDRQA#>=>P>[1]P;7? MD`0\1V]F(8BS^D$*W'N7X]_NW_*_%$?S^UU2[^E M^5MM&S&-=G5/X$UE-4(T_5-25.4$HA/9?`""K][7O>] M[WOW>_TB^R,(PAQF+YQFM7A>=)-O%(#[-6M+4G$,'*192Y1.P"[VO?@(SH7F MYIOL>Y>UA!M5_P!+<<3;=HC=).RDW*R.O#::X?B#:U%'A,*LC@\)F#D$-K6X MFD*5N1X<<@5\+WL$8#AR:QSU\4`+X]VP0J;$HT+NR8)RZT.B(P99 M@T;BVQ'"Z-CHSK"E`H%`H%!HT_O!G-ZB+?R\G-YWDO+TG1]'S> M9S-'#I.F^EJU%7?^?;^"]$G+U6VI M[XOYWT*UHOU4L[OB_>O]&K&4,+5UF_';M'_EL+?>6[5+\K6K/LFS7-LH%`H% M`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H%`H(N9(_2KU?^PG8[_4\45J/C=Z, MS\K?5]U@_6'_`&HLM?@_2[Z^%CKY2BK*E`H%`H%!%S/OXT-3/RV/'YI,B5J, MKO#-V=OE]Q3^DMMA_43]X+C2?C9ZK&JVY_T]'196%*!0*!0*#1I M_>#+WMHBWW"9T(K9>2WL;Q';HKVPYFB]C.)=A&6Y+]WV-KW[G<[M;L^WAF[. MWS#0'X,GO]#9Q]`&M?MRN3O@_]#OXH/.?_(_G?0H*"K^9_BBK5O5.JV5O?\` MG?0O2,TMZK45=_Y]OX+T2>M!;7=**S&UIC+A+ZR4LM_B M@\Y_\C^=]"@H*OYG^**M6]4ZK96]_P"=]"](S2WJM15W_GV_@O1)R]5MJ>^+ M^=]"M:+]5+.[XOWK_1JQE#"U=9OQV[1_Y;"WWENU2_*UJS[)EN;FWLK:X/+L ML3M[4TH5;FYKU1@2DJ%O0)S%2Q8I-%P"4G3)BA#&*_<"$-[US;:K-(-T9YGA MSV*9YX6J9EJE*\YUU]3N2!&E7&X*='!XB;2642438I8EC+Y'2!#./",PX]S% M[(1=@!!TNMB*48MNK,U16T\WAV$G67=7HW*<_6RQ?,[)DX[),!F&((CB5HA: MR-M[L9#P0G(S;'(T*>.[TO0E=*6WE.!!)8AE"!V-*8H M\TTL:@T9AM@*AB"&QY\NB,*1AJL3.,S/HS3JPBW+SXT8TV?FVRJ2$0^9E<$!1,Z M$3M'6\TH0NOV7$W[H;B.N'C;HB(^*1,S/R7)JWG_`#SD;-LV;,G[%FQK+<4D M&4"5FDLHQ;%H>A?F!O9W>^/_`!$GRPJ[ZZ)R5W5UAZ@@U0K/2$C&9Q36"I/7 M1$1%(PU6V9F9K..BZNS\S1EC,4V>E>7=HUBW)+4CER?)VH47-@CI[8Q)KH,SXI2GR]06GD)362^&"E4:`F M;TB-0L-*.7J^!0+"L&U;BW=;AG5B9I.,X41)PQOUG#,<0 M![(+B(A&+.7FEQ,T>/3JEO'G-A-:XT7-8A(D29(M(3DF"6H#.A.#<0PBU-L1 MNFF'1(NF=L=532Y>WKF>LTB[0!ASE'HTP(AR2;1O64S'$7<8@=BJ)R=2T+FY M\FRCHI4-_5M[2J67/),Z8RU@@*,3]-8LB4MKLIZE;IC=5,S6O8:=9BV6SC'W M)T,!C=LPWK3D."Q`YN8BS8PKRI!AR9^+->D+:G>'4Q0>:"PK*5)Y9=P?2@@# M?A69B(MC6K4369TP:^6GM%M@8#ACL^,MS)8KR>ERR':Q7GMK;8I&$;M((MBR M'\OI!QV$Y*U8:L'R1OBD'=D[#$\L)&:9YB M_8M%KIA_&.5)'B?&T>:<8Q'(CC-'"$]7+>9=,%DGL2<4@=AK2KDI23+@`$8@ M<@1I^L*ND[;8B)BLL8W3-)I#$\JV2RNX[=9RPBY[N27!**,3;&\.Q7&FG6** M99!(3Y9%6QP]&./1EG&D=99C9L=Y>ZB5,[4E7_KF/L;PO!SM M"X_X*94_@9PF#`X+9&H\*I&TA[[0#'CO(^MP["3+KZKQ@S^"&$CQ943C$+[*)09X03-9+H]>%' MU&6?P<#U82.7D)L67>X+IB*63J1,[KH0PU`$+.2@LVFGK%`%#F!IAH@$'W;%UY=]?#5O7RT\ZG=I#E1CR!I\Z9(W[@ M.X>.\SZCY.V"W"AK7CO"R"3:2BQ9@=#EY[>WEZU^9FI0D3VE:D<9/99$B`Y% MGE7N`(SA7`5ATF,\$[S^V)QU#HSX[YSUKV,P1#YG@^>;#:^NTQ0XW?%6>,=X M]86>2O2!J9X3D"1+H%D`QA?TJX#/(;(0EH#+GGJ2@AO:E4VSTE4YWO5E"3XD MUMG*?#^=M9B,R;?ZZ8T6=)1JUD-C8-6$+&(Q"D88L@XE[ M3+&+5B0I9F!1D(+O!>SQPQO6X9$F;!!XVJS;C:80DA5)Y!'8U"G50QM,R;9E M8AM<69.`I*2Z.R8E$(T@PH8A,8X:K?FG:^0:)II,ZH=:L]2QAPY`(//=HW)F M78?;%>O-YK"4603H2XL,LR9'7K)L_@<7:Q9Q)=XQ,,FVE$<=D_-U=T89!A.=NS0XDG,&DVN#+'9QCW3[$&4<`-IDYC$=.FQ>5\TS/'[I*8NWKI8\)DESD*I:8C M$NN&W0"ZN$6&XB)C+%O(?LDLY8)NP05=%I_EB)19Z?DN)D,WCK5)G-Q0MY9[ M2T.765"@V+)GIQ6HTO7UA%DR:ZPLP?$-[6O66CYC[0[;R/Z&=I/G?+"#'"78 M+7_ELZ8YQPN>B-:\:Q1,2XN"%K=ITW16>985O2Q:Y!$>O'J^/=C(A*;XR@3%F,>3) M'F:V#''#L*BN.VR(Q^2I)[+W9N.8B%7(8WB47).5!3$F*:)2)RC%).5]H?-L M8P)LE68=%]FL>R>69DQQAC&V.[/>`Y8^Y)?\LM\M60T<>=8QE]='6]4E/BH4 MSTF=5+?X*.<$][F'`LH&14ICA+$#)VP"$:IW%.M-=D<>1O&6<8?KGL=-G)VP MJ_1K!.5,@2%CC43;W$,=R:OD$Z8%"V3MIJMS9$"E,E3KB>'2G&E$CE5V]T\- MN_Q7QO\`+9@;\[<1K=N?I+G=EZHHYPV5VJA?:6Z2:]I([!H?JUFMYSHWN4B\ M)II+DG+;KCC6>4Y(&1=M-:KI,;0J,RY6A`"Y2B[RZKFP8KB);QW*5X=(B*3/ M5!7(^W^WY$)V&[0N/[`!9,':[;SI-<6?5!+C>%+H=D+!\Y?(I),W1G M'DAOR;*GR5'/*,],X$I6PM(`BQ(P'F%`+2,(IT;LT%P9V?VHVV60L>P5,^`F>45$98\N.C] M%8>RL\`GQ.$7Q6O3M3@8E)1NRTOBIZ4!8D=HU2*QAT9HB.\TYTHS+M!K7LYD MS)FW"^&/FJJ+5Y6TP+';7G#*,MV:;9PD(PP>AC"?'\($9,5OZ:?-V73<>I8*9'>M],YJ%Q(DIK:KL,@02P",%.^#'N(>UKC.3I/A MQ)(-5]C,18\S/FEZUB8,LY#OB<,:0[*1ZTI+=<6K66,Y(D,NNGLY0UP0)WBR M&R)0O3F%6M:Q9HP*DVTZIH:P?K#_`+466OP?K=WU\,1U\H[;Q[7YRTM6AS0> MEUKFVM0&-(D=H#-*]6LA;-9V*UKQ3F/98&/9)C' M&,&QP\3U,Y(FMG3.F2Y>T)ELIG2F+.;JULI`K\C9-7@[K'0ZQOWT MSQ0Z,7C1U?I?]*Y@^"^?APOUKN6[X_S]5MS_`*>B5*)^CC&(=IVD,8RZS1[:%/)LT-25M;,,Y"D>G^ M2SH7E,F-(0.)LB:I"5"5""4*DHT)2("4U1T`[6*"394FWK"JINU]B4HCD.V6.,I M[@ZFM@PB/`09<)8E3;W7_#^U!BF9,G8WQGKAK]FC.HLA8>POG]3,6-3CB*PZ M!XER_('F.&/,U![61C:==L%S8)ED2`E4"S=U.PQ@L$RPP7N&\T68C]EZ?W@SF]1 M%OY>3F\[R7EZ3H^CYO,YFCATG3?2N3CW^;V/#O\`JU%7?^?;^"]$G+U6VI[XOYWT*UHOU4L[OB_>O]&K&4,+5UF_';M'_EL+?> M6[5+\K6K/LRQM+B^<9KP-D/$V/I2U0M^R`T`C*B2NZ=:K3-\><%:<$F)+2(+ M@/4*'9A"H1!MS@"&RFX[W]CRWQ;,1,3+4Q6*(>,/9MMV),GXAR-@S)P0[\C2C7N0Q&%)DX>LD<216"*X3R[-T8TC&2+9PK.$+P0Z89URAFR`9*VJR9 MB6;LV*V+(T=8K8VQZNB$LGK7D6-JXJX-\]<5*PU,C:$3"=:]P\!& MJ8M$\MX'58M<\JR.?.C8[0"8K)>-KETGN\OC:D>2I$C;B5W4!B*3F"3"`6;P M$*PK=RDS;/2:K$71UBC\KZD[+9!SUC/*VV[!;]+)!C5PA.,%3+.7LQ M\2*B&=EF:Y0O`E1QIE/-+,&D1FG75!+%81ECC.L%MT1$Q$9E)K$S.2H8TU0V M&<=DL:["[(Y5Q=+7;#,7E\8B!F,H"IB;Y,P2YG/8SE^15YYI9!A+(Y[C*!XME4;R/%G20`8&['#->.120PUP;S#QFNC4S6`$M M,L+ZN(X(AFB-".P"Y%T4I=!MF)_67HQUH(#&BS1M"WS-OD<6U0:-C$$J3/S* M(*K("C/["J2N%T*$!JQ`WMJ)ZS$+KV M7@V#'NT&,L03-ABL7S7D'$$^@*5[1NCD&"7@#VJ?W>/K@$VL->V76'\C<,)@ MC`I^`#N(@=(9=^,3,)L^41E+,T/U&SZCF.1M@9YG^-2C9U^QB/%^+W]+CD"3 M&F)6.[B!U.\'Q8YV-/?5;BN+$8(\_DZ`:@[F+4`%<%Y-T4B(C!=LXS,XKGUJ MU?RG!,V9-V.SG,L=/F3+LVS= M[R0],>1H.LE4BQQ-94"UI,\0`Q*86U.@%9Y99A"9QL%.2`DHL0#+A&:;O=;, M1NC&&*716DX/4DUHV^Q]F7-^3L09BP[=;2(F)P*3$S,2]B[6S;J/9WR'G/%N6,&M;QE>$XICTT0R^!R]Y2>&,> MQZMM(B8DI=69B84Z;:G;3M^ M5LC9>PAF[&,;?MA(!CV*9U:9A"'AQ:"9)!8@7$29GCP21%)77P*QNY!B)*(Y^<1D$76#$1R->,XR_,&J&9LOS['#M)->U^?QR!/"(T_,3;)&W+4';(E'B6A*Z.3H8C5L M9J(9JL9QMPG!%:Q=K7M>LUBET1&:TFL3,Y+XQEKN\P/:G9K8-7(FQ>S9W:\2 MH&F/)DJLMS81XYAR2,K3'%4;?JJD+D>GN:58JW$`+\!=VDS6V(T6(I,SJP6P MZO;/8G@,QCF%LDR>6.XFC;26/KJW M-`&!C"[RE1BUQ4-\=8P'*?!C(VEB`24"X[W&(`C.4JP[%%V9W1=/A(C;-L>6 M:<7Q-1/<:[DP9(K)0*YIFG8>)I5RD`S4Z)1(F!O9R%9Y97TPPE,8LL,00^RN M$-[6[M9N^OAJWKY>#&VC4"BFBZ73MU1QAJ<9'J.T:P95R1C^,-3"[RLV^'[8 MNDDO`>)$6M7JU1ZI6O3=?$<.QIW$SB(0[WRU7&J'K%H'NB^/6&I#F7.>M$M= M=/,%Y+Q-JZ!LPY-36.9RS)>.FK$[KD[8]A?ILL)<`"QZA/0GL#(R2HM8T4K$'999-A4`"PNTTPM"1K-^M:]R",2X3C,Z9$)EL4;E=[FDV6=!8TL M(;&7Z00K&&JS\A=E&Q95Q7V;4!F4T2`<-+8QB/'&6UC,E<4;9G?$D`A<*%)< M9KB"CTRP^,2O*F*8VXA(6F#+3(RE7*'IS`WNH;L^ZQ6U;.R,C.A3-C0SM#9AN?HFUK M:VU$40C;VYO1D`)(()``HHH`0A#8-K6K<97>'.[.WRJ6*?TEML/ZB?O!<:3\ M;/58SE%7=_4O;[<1//M?3J?3)@W"D9R9)/R71M7*T87 MUPBTSQ,F6*@DGD%J2!6+`86+B.T:KC$L63?LQ=@MECLKY8VES_CA)LLXP7"4 M$P%)\&8^?FW'.(O,'E0W-S#*W:-SB0.SC+GB>Y*L2<\$=*E"D;@B2)CAVZ(P MI0W1%*1@SV_:T[JYU!A]5LMDW6H"G#>U&O\`GJ.M.%(+DEF;CF/$YO?IL;(4`T18"4R1J"D-`(Q5!)QA(;A![*LMQ.$P@B_P#9B9R= MI5D[#9.<<<6T-S1N$3N3/L?JX/(1YM(>A3B.Y9>\)1Y_(?BH,1BR1Y2C)#@) M2-$%Q0DB$64$?=N*+6,^J<.<=5^7%.PZ?3%@PCK1LAL&WK$DDSRSXT9V&0KG M20.RM7(IK)WF$M;9)I5-2B7QS5-ZY:H.,3O"OK8KB%SV'4B"WG"F1-5IK@[%^542R/Y;Q!/P9#4RW,*2>9.D:>:CF[T0(Y M<8@`WCLN7J5=P&<"B+2B[HK6CTO79E;%9(6S;8_)6>L5-.\KCGK7[.>.I%`, M=R8>`8*EUHBDWAD(Q2NC4BDYL^D<0F#+E&27D"P+BB6&GN)`R@<$183%#=&4 M1@DRS:V[8Y&S!JEF_97(6`SI'KGEW,LWO%\+1*>M$>%#LE:X/N&FN--[K-'] MX=7A[;I7(E+LI7*"D98TP^A+)#<(>%2L4F(8R)[.*:E8[UPA=\D1:ZK"':;R MG?%U6V:7:R=\B3_.LY2TF!-Y?-TB>1ITV6$Y(E)G^;7&D,O:W`0:E%W9^$SM M8/UA_P!J++7X/UN[Z^&(Z^4:-B^SL?LS;/(-JH!L>KPKD%K@L>A#2>7KIK?F M9P8`,"]_6V>(I)LV8_FC]#ESE9^$6HLUFI`F@+MS"-QH#+"-6G1=D4TC->OJ1W0Y4SB)<_@BV2YE%L3S+%,4)%C9@<$I3" MC1IB"2%Q1RH_I[G<@1$Q%<'HROHGN%),@#SCBW:C%6/LV98UK2ZR;-NBG",@ MI`S#66TJ5#6DS%?C`]6G*`J!X/+7`*$-1_,?-*U'QN8G.UIV@P%5^W.E8RRW,20$F>`J MC4[4S*6HLT>L4CZJ%R>%0K/C6I,L$SJQ2.UR55@FW4<+E$\;=\;/5;<_Z>B< M&4M2-M(%LWF+931W+6#(HIV;C$"9,Z8]V$@\UDL<1R_&;,9%8CES'J^!R%H6 M`DY,2-`B5-:XJS>KNF"8<8,0P=7YMUBE)8:R/V-L2G.F.']93=@\)P?2.9E3W%4$Q9+L8[F:X)LS1"%&XM0JF2"3G#ZMM4 M(G6-+$T94%-K@SF")-AZECC,8D*W(?.B;4YAPD?1C",PSC8 M8JDS6*->&L'9.9TP#F/5G(#C,M4G9%K#D[,4C<9Q',13-EV"V0:,UP_($-D, MSSAE%SE#R:LG[.AFECDR`LI4WG*0B$-6`L!1-I1J;HFK(V*>S4V$Q%$-`V]I MS3B62R[L^VB+?<)G0BMEY+>QO$=NBO;#F:+V,XEV$9 M;DOW?8VO?N=SNUTL^WASNSM\PT!^#)[_`$-G'T`:U^W*Y.^#_]/M@78ASRI6 MK%"3;69MR0]4H.3-Y6)\+*"T*][WO M6JQQ9I/)3CL.;`6Y>.W\V%W_`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`"3&;0'9/*284<:H%C62I1K" MC&<9SE=QED==70)JH!H`7+L;T0;%VN$-KW%QLS$;:QT(B<:3U9J\S>P/QP9M MZ(<'^1=9K;Q6D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I/( M\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;>B'!_D M72MO$I/)A^;P3)L4S'JTLF^4R1G=X/CR+D-RSS63XWPD4KA[`T MKE!MB"QE=&:,17`RXN7FM:]K6)BZD4P28FMM9ZO4AA6199LYLT9! MB'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/, MWL#\<&;>B'!_D72MO$I/)'O9C%V:6G'S$I?-G99*D9F6,.(BFU9C/$C64G<% MV2HTE;7@*EGBB148>R+C0*BR1"N0>,JP#0B+$(-[;,5^/1FZ)I\DA/,WL#\< M&;>B'!_D74K;Q:I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q* M3R/,WL#\<&;>B'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP M?Y%TK;Q*3R/,WL#\<&;>B'!_D72MO$I/)'S7[%V:7+SV^!]G99'/!^PF26QT MZKC/$CCX>>$O@7KLD4>%8HJZ@J=.D#SIDW1I2NCMT8`\;\=73&'Z]$B)Q_;J MD'YF]@?C@S;T0X/\BZS6WBM)Y'F;V!^.#-O1#@_R+I6WB4GD>9O8'XX,V]$. M#_(NE;>)2>1YF]@?C@S;T0X/\BZ5MXE)Y'F;V!^.#-O1#@_R+I6WB4GD>9O8 M'XX,V]$.#_(NE;>)2>3$C[!\DQ/8_5!1.,V/^5$BN698)0M[Q"H!%BVI0#"D MU&8L)40YB:%*H9Q?L+@.$,L-N[:UK]VK6)MNI%$I-;:RU+&,#U).VYE;;%YD M7CZ3F25Y$V2Y)$")3(6Y,7K8ZG.2=J&^HG&%HDCB24$I66O(&H/MB'!_D74K;Q*3R/,WL#\<&;>B'!_D72M MO$I/(\S>P/QP9MZ(<'^1=*V\2D\CS-[`_'!FWHAP?Y%TK;Q*3R/,WL#\<&;> MB'!_D72MO$I/(\S>P/QP9MZ(<'^1=*V\2D\FG'MR(#DZ*:5DN,ZSQ(LI,QN2 MBT9<>=X'CJ-)DBT>)\MG@=P+8>0E3'$6(&?8D05`A7MSA`(.K9B=U( MI@DQ-;:SUAH=\&P'^AL&^@'97VY7%Z?^S?_4[^*#SG_R/YWT*"@J_F?XHJU; MU3JME;W_`)WT+TC-+>JU%7?^?;^"]$G+U6VI[XOYWT*UHOU4L[OB_>O]&K&4 M,+5UF_';M'_EL+?>6[5+\K6K/LFS7-LH%`H%`H%`H%`H%`H%`H%`H%`H%`H% M`H%`H%`H%`H(N9(_2KU?^PG8[_4\45J/C=Z,S\K?5]U@_6'_`&HLM?@_2[Z^ M%CKY2BK*E`H%`H%!%S/OXT-3/RV/'YI,B5J,KO#-V=OE]Q3^DMMA_43]X+C2 M?C9ZK&-7@[K'0ZQOWTSQ0Z,7C1U?I?]*Y@^"^?APOUK MN6[X_P`_5;<_Z>CHSK"E`H%`H%!HT_O!G-ZB+?R\G-YWDO+TG1]'S>9S-'#I M.F^E'?[E;L^WAF[.WS#G=\9?]LO_`#^_]S5R>C_LG__5[^*#G3PU MVN&VTP-U5S)DO7S!#+JCM'MJ#2J/KH;D&;.&:F#*CI)Y+%&&8.[0[,9$5#"E M[I%E=KI23#U80)C!&'%6&18V5;VQCJF=VO>Q&1-=M05BG$3Z9$:9>Z@M2D/YB^D4E*4169@C"V)IC**>Z,1D>/^T1P%JZRK=^L M[8OA?9WQ9:7"L%9_D+1EN0R%ES+DUB+R3-7U7+8BUOBGP<4!.O/X`%?F3%$E M`()+++DYT(^,SAFF;F=<\Z.Y"[+]Q@6[5+\K6K/LFS7-LH%`H%!J,R"DSQ%^UHU0,EF=W:1 MXCRIC/;U5"L',S&3%X=`T>,XI@E.F=7Y4F7J5N1IL^NTX<3QKUX2R6U+T*9& M05_G)RF=6L-LX(_.FOV.H-VJ6NT+U4=,GVS`PJ%(4M:&AF+7!L/EN<-U*_K-7Y9!QJPZY=KQ MJ(OQ_#ER62K8I)T4+=6YBF*N//2 M6)O;PW#=VAGDJAM4E,3JZ-)2A(8Z-S>Z#*./3A-*$>4`0+##<7&PNKV)(KJ/VF>3-9<).DI;<'S;1G'F>W M7'$EG,WGI+'E9GS9*<7FS-G5S1\>SV@2E$S.C0@9 MSGY!-8*TGE7(>#32P.:L:8E066>66)043:BPT?-C[L-(^P!=))`]H9E`IOAV M![(FY@6G(G.19>;4D!D>3$Z76=3-9:-JDT/>8&`QM9W"0`),<#D+7P0"+(5D MJ03HUANR=#>OBE0LP)A!6K/.5*U6(<:J52I2:,]0I4'PQE-.//.-$(PXXXP5 MQ"$*]Q"%>][WXU69SECK)'Z5>K_V$['?ZGBBM1\;O1B?E;ZONL'ZP_[466OP M?I=]?"QU\I15E2@4&K;M:HED^8X!Q.@A4.S!D?&:':+#SMM7CG`YK\/*$[U? M2ER@J?QN/,\17-TQDY2B0J60U8VM)H%RA&2;<-PE@,$&2U;FUPZ>)M:,T:_] MH.JS-&M@XYHIJ%L_/93AF/3S(VPF)\BXS;8/B-M499@O2L62HQD8+6POHE9[ M?%G56,U">ZA*-3EJ[V+)+-8F*9MBW9`8)=\2ZF(9_*$\L99/LO*7G/H8%*YS M-Y\/$D`F@PGXEQ0V/<_?G^2*"8GCP*$:LU:<->:Z+%5E`QW`#E0ETXI79]_& MAJ9^6QX_-)D2MQE=X<[L[?+[BG]);;#^HG[P7&D_&SU6,Y2BK*E`H+%R;CB* MY?Q_+L8SE.Z*XA.&19'I$E99%(8DYJ6I<&P%1"6111T9I`V".!;E$),I*$,% M[@%Q`(0;AH][/C#4.G3%+ MBSSG$).-=FDP(UJ7D:6O&093K?"Y5CN,O;"F\>'!QD#4[1_)I]E3TW$M#LZ- M2=,*PB3QW.&,:"[HV#;=_BOC?Y;,#?G;B-;MS])<[LO5*.LM%`H%!S[=HYJ+ M@[)&RVN^%,8I,H,6RFW&71S_`"M/8[L9L,WE8YUPQ.!%(,SR]L@J;)Y^,XXZ M3`DI'&&6PV(*$2QR.&2$*@D(PQN)FDSTA1-S])-?ION9K7K?A9)E*,Y;S5/) M/L]LS,6S9395<"&ZV0AX,5RTA)"W#+"Z$1H>;LB.Q,;9S4S8%,VW`ILG)*"6 M"Y8B9I,SDZ)*K"+NL'ZP_P"U%EK\'ZU=]?"1U\I15E2@4$=MI\+0;.V%Y3$9 M_CF29?:6A.?-FS%47R$[8S<,B2B*-S@X1N'#DK?+X,V@*?G3D(+`[N)#.!2, MH]4(`2;&EEB:.?7`O:)I]-^S[2P5WFS7&MCYWMQLEK[AK%F?YTYGM&HA<6F: M):MBF:LGS;H39!$M:X%+FAQ.,*,4&O(G=M;4-A%G]*1.C_,?-*W'QN;/ M&!N97DPE2>AZRGZV44(KI2^?FL'/$BV8V#U6[+;>2;-,^F.<=BXCO)L;KGCO M(TPLWJY"ZRYUV*1X1B\L-:[VLPMQK.G5]>0-25/9K(4E$I"R`).-@3HW2)NC M2BJX?[0W&G9RZNYJQ#GO&&6,=[&Z]N&/A.D:S)F..Y9?=DLK[)H9-(8G-@YG M0/"Z,HR94X1)U<'X)HR$T:;4)W)8\1-R[B8K.&3)G8B;#2O-SAO<5E38>$9_ MRNGV2;)0X.N/Y!=U@R&*/N+(.A:R,9(QJ3A)L6,SVT+V9H4!`5URS8,XP-E` MCK60712F"N?W@R][:(M]PF="*V7DM[&\1VZ*]L.9HO8SB781EN2_=]C:]^YW M.[72S[>'*[.WS#0'X,GO]#9Q]`&M?MRN3O@__];OXH-63!V5.'8O@[6'!"/( MF2U$=U;W+8MU8@\*1Q;PU(9['Y?-IDFBDDN5'RT(H@?:8:H/\`N+JO)<9P1S;67+$7D<1RYAMT>A&`9""WQA0 MO)I/T]*VR%)UIK-4`OS)++>GX#L7HBL2S$TN8-S!V>+)L#DN,[;QW*.PV ME>R099#&Z9 MRZ;9&Q/C3,>3H]),58TF,X M+=4REYCC&SP..2%P-C;<]*$;&!X=70MG2CL6F""P`.DN@.Z.9I[G7*R%]?&XI:SS:?-\*2'A@3@P,;&>R- M<:6P!M7M05?A!40N+N,T\\N]BPEK.$Z*WK'I3"=9I7D+(ULI9QSUE;);-"HI M(,J[#2^/S.;)81CU(M3Q2#L)\8AT'8V6,HE3FJ6GEDH;*%[@I&I5''F\H@B9 MJF31"@4"@4"@4$?-A,"+L],T7;&S/FP>OR^*OQ[ZGDFO7FREI7,YS+ M*$LOA<]C4B8>B77.+3J6\=R5991Y8@&%A%8L33HP_'NS\P9%M,YWH^R.612< M99-CN1&6=S9;)T+SEV3.^553BOG$Z=Y:],3BUKYJ\KW0TZZ@UM&E!>P`!3V* M`$NPK-:I>PN*M\%AT3A#05Y`NQ3!OG3T1.Y._,4@5/8,A2-N"8_F@`0J5E&#))-3E7"`* MB[IK7JGL666266226`HHH`2RBBPA`666`-@@++`&U@@``-K6M:UK6M:U$1?S M[^-#4S\MCQ^:3(E:C*[PS=G;Y?<4_I+;8?U$_>"XTGXV>JQG*4594H%!CK+6 M/!97QS*L>`G>1<8CE+>6A!/<2R0N(Y&C`REB9:!QBLB.;G8AL<.9+8L0C$QY M8R1C`,`@BO:@AE#NSBA$+C^>+H=C-MEV8=BEF.5,^V=6Y4CB3/Z1%B=;9;`X M]$GV/X^8X-'(LT6,4$'-I4?$DW;O\5\;_+9@;\[<1K5N?I+%V7JE'66B@4"@CBRZPP-GVGFVWIKS M,GO*4QQ#&<&I$#VYM"B'P;'4=D*F6J6B#MB1A0NS>.52E0%>ZC6+UUCE!!5R M@D!#<(BUPH_2&ZR0&&;)9HVG)=)8_9.S5$,:P!>7(US*LC\"A.,DSE9!&,;I M43`W.[*TR9Z=CG9X+6+G&ZISY3"[DE@"585PB$BJ(B[K!^L/^U%EK\'ZU=]? M"1U\I15E2@4&$<]X769SAS;%6_-&;L$+VF4M)D.2%W9(QH$P^I(D2?H$1-K%<0W$(3 M,RN'5K5['.HN,#\3XP52-?'5,YR!/SUTL/8E3V8\Y&ESM,G=,-3'H_&D(VQM M7/`TZ$%TUS249198S#1!N,0F:J5F3]('3[[-LO?F/FE:CXW,3G:TTPL2"W;N M/X3BH^)Q%())="O3\IG3U!MAL%+3B.JEA5&+`])8PM9K$O[UUT6QK@1^ MRC.WZ;9-V-RKF(V%%3G*FQ#E%)A*U;)C=JZ9 MN`J6J59AJDXV_16*$S+(F!=5<8ZYRS/TPQ\-\$Y;%Y5-RY,TSN*/W;F5],CC M'&0LD/)9(ZQGMT6(1L)9Q:96:N."I.-%TW*.P`B9K1K(_O!EP6T1;[F6XEVR M\EN.W"XN(+8C'N__U^]\4CCP!"`-^9@#`*X1!$Z(0B"(-^`@B#<^UPB#>W"]K]ZK M2=!Y3Y+'/8_]/LG\K_K5#_@_Y^H*$KDD=[G_`$\R_P`47_6B'_\`OUJWJG5; M2R11^]^X^LU^Y_2:+]R__/TC-F%JJI"P.;:X[5ZQ^#W!"OZ&$[%]-U-60JZ+I$>*^CZ3H#!\G/R"X<> M''A?AWJU'QN]$GY6OSUK>6A`;L,0N=6U$=?:#+)EB5:Y*G-N`5V&P1]&<:`? M(*X;\+\.%^%+OKX(Z^4F?&:-^Z!D^JJ#VQ65K&IXS1OW0,GU50>V*%8U/&:- M^Z!D^JJ#VQ0K&IXS1OW0,GU50>V*%8U/&:-^Z!D^JJ#VQ0K&IXS1OW0,GU50 M>V*%8U1GSB[-3AE/4XI`YMZXP&:G@8RT:U,I&`'FER&'G$`DP8@AYKVMQOW. M-ZU&5WA)SM\OZQJZ-C=LOM8%P<4"&YML%W*LL5ITMS+`@+A85R['F`N.P;BM MQX<>'&D_&SU.LI+>,T;]T#)]54'MBLK6-3QFC?N@9/JJ@]L4*QJ>,T;]T#)] M54'MBA6-3QFC?N@9/JJ@]L4*QJ>,T;]T#)]54'MBA6-3QFC?N@9/JJ@]L4*Q MJC#MJ_L2C&4<+3O32>,.:<$FW`2XHS1V+*RQ$S#3+A`<*]@%EAN(5^]:UN-^ MY6K<_24NR]4GO&:-^Z!D^JJ#VQ65K&IXS1OW0,GU50>V*%8U/&:-^Z!D^JJ# MVQ0K&IXS1OW0,GU50>V*%8U/&:-^Z!D^JJ#VQ0K&IXS1OW0,GU50>V*%8U/& M:-^Z!D^JJ#VQ0K&J,6LK^Q$>L'T[TTD]-L[E<\GI7%&7TI!G@#HSB^V*%8U/&: M-^Z!D^JJ#VQ0K&IXS1OW0,GU50>V*%8U/&:-^Z!D^JJ#VQ0K&IXS1OW0,GU5 M0>V*%8U1HRPZM;CL)J"!OM M1\;DG.UI]AZ[J/;D2TU0M5HFSQG=NN"$]L3>R".]621!1W=&Q?RO#FJ#<8[) M34@K$IN8RRCCV*%8U/&:-^Z!D^JJ#VQ0K&IXS1OW0,GU50>V*%8U/ M&:-^Z!D^JJ#VQ0K&K1]_>`7IG6Z*H0(G)N<#"LMICS"$BU&I,Z$&'LS6$(18 M;J+6!S#L&]Q`$'B*UKVOQX7W9]O"3G;YAH4\)SW^FL@>7A@C%UN/'O1!H_P`'_P"VINNUE-MNBC*M4=:@\.7!F,0^ MQO?N1)IM_P#X]6VZ<<3;;HMY7JSK@#^+A+&H>Y\R*-5OF7__`&](NNKFD6QH MMM1K%KP&_L<,8YMW;=Z+-=OF7_YBKNNU28C'#JH)^M.OX>;EPYCRW?[T8;/\ M'_,5=TX8E(IDIQNMV`K7%PP_CZWI?,Q% MM):MB)K6$MO5)UC]X?%WVH-'M>L;KN4M;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J# M1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J# M1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J# M1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J# M1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J# M1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=#U2=8_>'Q=]J#1[7INNY2;;=# MU2=8_>'Q=]J#1[7INNY2;;=&(5>),8XLVKUT\W$#BT)\.PG8#PSXM,Z1J\)^ M#$>-?!W7>JEE]8ZEX0/Z/FX\G2BX=^]6LS;=6=$I$712%*PK@?#&2'C820S[ M&$*E[X#97*;]29F+;:3JM(F9K#,7JDZQ^\/B[[4&CVO4W7`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`,@7_?-<7I_[-__1 M[^*#SG_R/YWT*"S)2^LD79'>325W;8_'(ZSN3Z_OSRM3-C.R,C0D.<'5W=7) M882D;VUM0IS#CSS1@+**`(0KV#:]ZU;U3JPTS9OQ+,I'&(A&)]'GB4S3%2'- M\6CR56*SP\XE8R0YHFF7 M.YVG>%$,BYRU>D2)D[K*+,"HM"`8@V4J0!(!>YQI18[6-2;9B,82A.[XOWK_ M`$:U&4.:U=9OQV[1_P"6PM]Y;M4ORM:L^R;-OL#C?S]F.`F8&-[/@;N]W\"'PD.,766*NRAE@4-[&7:;JK./ M"]OI/&]K7+2:5I@^1C>/4:9YS=-:8ML!CA[SDSN+XRK,>HGGF]"DTK3!*NB%`H%`H%`H%!;TMEL7 M@46D4WFT@9XG#HBR.]^%J#"FNVW&MFV;5)'G73,$1RJBAZY`WRDN/*%9+DP'.Q*A2R'.K*[)& MUY1MS^E1G&MRP:>R1P*),&F,-"`=[%F)C.$C*(4"@4"@4"@H\@D##$F%YE,I M>6N.1J.-:]\D$@?%Z5J9F1F:DIJUS=G9S6FD(V]N;T9`S3CC1A+*+#<0KVM: M]Z"+67]^=.,!,V-9!F38.`8]9K_P!A.QW^IXHK4?&[ MT8GY6^K[K!^L/^U%EK\'Z7?7PL=?*4594H%!@[/VRN"-6(6GAM<-K2 MH;E9J%Q1&W#RGHG%N6D#)4)CP%J"#0W"8`-[<*)EFQ3GW\:&IGY;'C\TF1*U M&5WAF[.WR^XI_26VP_J)^\%QI/QL]5C.4HJRI0*!06:S9#@TBF,UQ\PRMC>) MMC@F,'SZ,MR\A6[0\,T1+7.*%R%*2(8FM2^M;>8J3DF\IPTO(=R]&:4(8(#D M.#93C)$SQQ*V.;1)4[2=C222-KR'5E6.D,E#S"Y.E1.*40TRSP/*8^M1&#*$ M,NYJ<7*(0>%[A@[;O\5\;_+9@;\[<1K5N?I+-V7JE'66B@4"@Q;+ M]O[PK`4026$0N',,7*6`8PA>]!%W6#]8?]J++7X/UJ[Z^$CKY2BK*E`H,&9] MV7P/JY$D$YS_`).C>,8T[O::-,BM^-5&K)!(E9"A2F8HZR-:5P?9"\')DIAE MDR),>=R`$+EX6XT6(F-2L%2E<0T1?(B-]`[-4E?5! MRQ."-1U$TE+GI\E0#VY2`QJ2I37$D24ZQA(>A,Y12:TIBS)B/,&+\]8]CN5\ M-3J.9(QS*R51\?E\5<"W)G<;(%REL<"0'`X#(6-KFB.3*4YH0'IE!0RC0!&$ M0;$R8DS)^D#I]]FV7OS'S2M1\;F9SM::86-+;MW'\!AC8%6.02024I0ZO*9U M,*!K&\]:$VM"4-V-T3%W$7UDU9>QR6XBK)^-C3N%N^/\_5;<_P"GHZ.:PI0* M#"3OLC@=AQQD/+SKE>%IL8XH>'V/9#FX7@E3'XL_QE&UW5 MEHQIB>E.NM'9.$-SO846DL;-&^&GS]@R2[*-&P$`683ACLGCTPFX5RPLJ*R1 M6XMC0DC$B83T14H992KXF)C-J4_O!_+?0]#8=Q!!?+J;F$$-ABL'S-YIYKA#<0+"%:W>M>]N/[ MMJW9]O#%V=OF'-SX2@/],X-]/VROM.N3T?\`9/_2[^*#C[UYS#MI&,9=GCN0 MZ;F[&S]VV'[3YFTRR%AC($J9Y)A8S$89]*,(4#)':]C;AO>C-GRGPTO=HCL5F?"':79^ MW&PLSA=H)H_C7#NFSTPM@0)D0S-B MIAL6(%[AI6DU6R(VQ$]42&]ER!B/4W&>FF4)/%(;EG7CMH-5'%XE.0T2&00. M#HIF]SK6F,0*"Q]"]Q561+\5`7,<,D$C"VO[: M],=NJ*#55CSA\UR;!O:]:GXRS$_M&$MHNK4QD^1-7]<,@341@IE.L!X?F,M$ M<"Y9PI/)\>QY[?A&@N$-P&7=5QO-:]K<+_,K<90XW83,=V4=9OQV[1_Y;"WW MENU2_*U;/LFS7-LH%`H%!IVR?A#'N/NV#TRRQ'T#L/(&<,3[N*,(S3ABO.K5?UEK+B\A@ M#EI-BV`'JT*S:P7;@%F.##=T;AY1(S:W;N.+[(I(8C(&D?TRYNP5P"L7&746 M(;[\XS@$FZ5\9"\Y8+RUD MA=D>%MV0Y0YSJ1,,*CTA/>0I5H M6]LB$AD"5W6C&2:3U-";8P`B[BM>3DU;\H07[+9NG.,]X]IL49QR[`=G-18BL]D[]2M>+7+$F`H\I\)@Q[$T:%_D0^FNKF4XP2J)2.1-S?(U,`7 M86QTY(&^/.(DZQ$S*648[%EEF\Y4:KC,=$C^Q,.RG-,`;`[$Y+8V**(]L-P, MP;`8\C<52NB6*!@T@;(;%TDHC@9$V,\H$TS)VB*M:0:O2(S5Q-P+^KDB6##= M"79Q">>??QH:F?EL>/S29$K<97>'.[.WR^XI_26VP_J)^\%QI/QL]5C.4HJR MI0*",&XV1,^XPU[GDGU>P^KSAG820AHQ["R5S"@;T[R[&V26E,@,D#]'$RIA MBQ(A+#DA2D"A:,L!`;EA,$<46*5QR:2NS`PJE?\`,7:9ZV9DQWL^$G)T>ULD M&V[_%?&_RV8&_.W$:W;GZ2YW9>J4=9:*!0*#DQS9F M?/\`K_MUVG&_;9D_$BJ9ZXY5U[U\CVMV3(&)_GTVP$]HX*M0QG$LH!,&Q]QV M3D97.3'8CPQ+N&IJZ1$3%L4?CVC$JV@EFVVN>:Q*6PC;*.-S2 M>%N^-GJMN?\`3T=%E84H+4G<-9LBP>98^D0W0N/SN*2&&OIC&\.<=>P,TG:% MC(YC9Y`RJ43PQ.@42X=TZQ(<4I2G\JXS9F3#T3 MCD8<5ED\8FD*>(N0DR#7+D\A[1")3![B M&0'.[.WS#0'X3GO],YQ]/^M?M.N3O@_]/OXH,)E:Z:^-\28>R$L8&R,SY(YO"M24\HBB'$L] M4<8$ZPS!W$*SJL3;+7"";;8#R-K[D82Y-&\A,848'EI$66^19_;%R5[BLO83 MC+"+*>HK)&U*N3\UKEF#(Z,RPBQC#?416)@B:35;K'KIC)#!E$;FT%QG,Y', M?$*19JE96-(M';9FRC!`L*]'DV9-*!*/Y4OEKY"&!SBT+>I,L?8^O M4/SM$(P\K&YK4JA&G-Z!6J9B5O0M*%&UMB1.WMK:B3M[>@1D@3I$2%&2%.D2)4Y0 M0E$)TQ!80``&U@A"&UK6X6K490YJ!K-^.W:/_+86^\MVJ7Y6M6?9-FN;90*! M0*"V7&%PYWE$:F[M$XRZ32%HI"W0Z7N+"UK91$V^7`:RY6@C3^I2FNK$BDY; M&B"XE)32@+;(R+'6'8HOE#&"/6#6]NS$HV%08&Q"ASJJ)4$*11-D4_K MB4U`L4FRXEK`]#<%C<<)* ML+L&:W@YP5.>5F?&L0;I\L6NX#BGEP-E*1I*=_";T4I,`M4V-LH5@&()PQVO M>U"LY5P2!HA0*!0*!0*!04221J.3)@>8G+X^R2N+2)N5L\@C4D:D#XP/K0O) M$G7-;RS.A"IN&<98<9WY M<6YOR#&T*C\/)?'`D)I:=8\W8T",QU4)"3A%DB/N9,D\@X`RCBAB`,-PWO:@M!?B/%+JAQZUNF,<>N3;B1S97K%+VA3&I4PKE%"""]PT&0J"+F2/TJ]7_L)V M._U/%%:CXW>C,_*WU?=8/UA_VHLM?@_2[Z^%CKY2BK*E`H+0G>/8#E*,+X1D MV#Q#(T+=3FU2YQ&=QIEE\8<5#*Z(WMG/7L$@1.#4L.:7IN3K$PS"A"(5$%F@ MN$P`16#^9_CR!Y7A[YCW)T-C&08))DY*210Z9L;;)(R^)DRM.X)R'5D=TZMN M7E)UZ0HX%C"Q6`:4$=N`@VO8+H1(D;:C2-S6SGP)XZREK86 MMOD+[8<-.AZV:=U0@5RRN0%[VH$0A<.Q\PIXK`HG M&81&$BUY<4LG"22%>G9V9*B;R5K[(G=6O6FA+L-4M5&GFW$ M:8,5PP%MW^*^-_ELP-^=N(UJW/TEF[+U2CK+10*!08&E^K6MF0,HQG-TYP+B M*7Y?APD8XQDN1X_C#Q-64;8(1C28BD2YM.<@FLQPKF(A7,N)$;[,BY8_946L MY5P9-ED"@L^!'BIU"XG-"XC+&&>Q0N61QGD8(Q.HLH$KC$TCP'A&L"RRR.*Q MB-0.*;HEB,R]Q%&`O?C1%V4$7=8/UA_VHLM?@_6KOKX2.OE**LJ4"@Q?E;"& M%L[LC?&LX8AQ?F6.-+H!\:F#*T`BF0V1L>RTBI`!X;VJ7-+PA1.@$*X\BR@L ML)UB3A@YN48K7%:9,6G:0:9'8Z<\16U.UP28M>9"1+G3'K9A3'+3#ELM3(0M M::5G1]KCB-LO)TS8&R8MPL798!/]+"98'L:+6=6<8!CR!8IB++`,80J*8\@T M<3C2L$.A,?:HO&69.:>:J.*;61E2HFU&%0K/,-,Z,L-S#3!#%Q$*][D8-S)^ MD#I]]FV7OS'S2M1\;F9SM:;X03S]NK)3^K\_0R-^!UGQ5\(]7Z;6-^^E^-_2 M!\5^L=%_HO*+PIR<>-NJ]VW?'^?JMN?]/1T9UA2@4&*G;!6$GV$S3&KSB#&# MGCS)#X^2C(4%6P.+J(C.)/)GH,DD4FEL=,:[M,AD;[(P!<%:]64:K4+PV4#, M$=:PZ%5DM>H6JK+B-RP&U:XX1083>E@G-YQ6GQC#@01W=A73W\-.D:\$7:W% M\")(2(*XXL:L`B2Q!,MQ/@R(),?X7QK!<4PA$H.6)XICR M*LD08`KU0"@+'(QL8D2%*H=%]B`74*C`B4*!!L(P8A=VB5KFT^_W@JPQ:)MH M2A"`9?,".Q8P])<0!WP[FBP!!L4$9MQ!%W; MC5DM8B524VX.8LP%[A&"]A6[EZUM[Q^6=W:5/-VG8Q\O#"VT7%KA2DO"9FDT5[WMA+9 MCNVO_P"`61/\/_NBK%.4,XZ2H>%LM+8-DO.$H?L([*EM4\,QN*/C2X$R(I/, MM&(VO;'7K1(6<-TW(J4!L#C>_.'NTNBL1286V:5PE)3UJF+WEMH_D\9'^M-8 MV]X_+6[M)ZU3%[RVT?R>,C_6FFWO'Y-W:3UJF+WEMH_D\9'^M--O>/R;NTGK M5,7O+;1_)XR/]::;>\?DW=I/6J8O>6VC^3QD?ZTTV]X_)N[2>M4Q>\MM'\GC M(_UIIM[Q^3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU3%[RVT?R>,C_`%IIM[Q^ M3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU3%[RVT?R>,C_6FFWO'Y-W:3UJF+WE MMH_D\9'^M--O>/R;NTGK5,7O+;1_)XR/]::;>\?DW=I/6J8O>6VC^3QD?ZTT MV]X_)N[2>M4Q>\MM'\GC(_UIIM[Q^3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU M3%[RVT?R>,C_`%IIM[Q^3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU3%[RVT?R> M,C_6FFWO'Y-W:3UJF+WEMH_D\9'^M--O>/R;NTGK5,7O+;1_)XR/]::;>\?D MW=I/6J8O>6VC^3QD?ZTTV]X_)N[2>M4Q>\MM'\GC(_UIIM[Q^3=VD]:IB]Y; M:/Y/&1_K33;WC\F[M)ZU3%[RVT?R>,C_`%IIM[Q^3=VD]:IB]Y;:/Y/&1_K3 M3;WC\F[M)ZU3%[RVT?R>,C_6FFWO'Y-W:3UJF+WEMH_D\9'^M--O>/R;NTGK M5,7O+;1_)XR/]::;>\?DW=I60BF:_+NR.$Y$R8TS#&6&`P[-!$B>,B8RE$$; MBE$N(@!+&G1JW]&E)7*%)C$HXEEWN,-@VO>W"_&UI2V8K!6MT82HN.LG*L-2 M#.4=E.),].A[YGK($R:'2&X=F,C_6FFWO'Y-W:3UJF+WEMH_D\9'^M--O>/R;N MTGK5,7O+;1_)XR/]::;>\?DW=I/6J8O>6VC^3QD?ZTTV]X_)N[2QM),BJ\Q9 M9US(CF*LXLB:'9,>)/(7BEN(=B-@'5]QAF>1L\[3XD4QQZQ_BR63=G5`CT0 M5MCL6:Y,2%2D(4)5IU@7+$+G[E[WM:W"]U*VVXPM:3.$K^]:IB]Y;:/Y/&1_ MK34V]X_)N[2>M4Q>\MM'\GC(_P!::;>\?DW=I/6J8O>6VC^3QD?ZTTV]X_)N M[2>M4Q>\MM'\GC(_UIIM[Q^3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU3%[RVT M?R>,C_6FFWO'Y-W:6#]@,W#R+"&9BC6$MF#7!%DO%DH/"LP#D5(59JB4_8)$ M\#":)H%81X&UN-N6#OF#M8-N_5B*3G'Y2Z:QA$LX>M4Q>\MM'\GC(_UIJ;>\ M?E=W:3UJF+WEMH_D\9'^M--O>/R;NTGK5,7O+;1_)XR/]::;>\?DW=I/6J8O M>6VC^3QD?ZTTV]X_)N[2>M4Q>\MM'\GC(_UIIM[Q^3=VD]:IB]Y;:/Y/&1_K M33;WC\F[M)ZU3%[RVT?R>,C_`%IIM[Q^3=VEA#"6;AP3SN^'\);,%^.6;Y]/ M&3JN`>/R'P3X-,46VC^3QD?ZTTV]X_)N[2>M4Q>\MM'\GC(_U MIIM[Q^3=VD]:IB]Y;:/Y/&1_K33;WC\F[M)ZU3%[RVT?R>,C_6FFWO'Y-W:3 MUJF+WEMH_D\9'^M--O>/R;NTL>+I^LR_GW6U6P8MS9'VN"R+)CQ)7N>XHET* M8T")WQ/*F%NXNKX@3HQ'JG9:42`OFYQ"';A:]6E+;L8*UFW"6D7,.=X+J=VP M4PS1F)*X-D-0O+@J3K"3%Z=Z<4CK@LV'EG1EF6KV>-21%X;=R@*E!YW2([%7 ML1>XA'!O9C=;9282+J3?A.-&P3_UX-#OZ2R1]08CY>5-DZPN[_S)_P"O!H=_ M262/J#$?+RFR=8-W_F3_`->#0[^DLD?4&(^7E-DZP;O_`#)_Z\&AW])9(^H, M1\O*;)U@W?\`F3_UX-#OZ2R1]08CY>4V3K!N_P#,G_KP:'?TEDCZ@Q'R\ILG M6#=_YEK$[6OM.-6]O=43L98I=Y,5(VJ8&3)5XRH8XW)#&A#C?)$?/*1C12IS M.4.0UTE3=&3R!L,/-[.U[6M>VQMW3,QDE:S;$1.;6'X2@/\`3.#?3]LK[3KB M]/\`V3__U>_B@4"@4"@4"@Q2HR0>1G%HQ#9I*$F<\4R+)`GSK8['DGLJ MS%(B=4KC,,K5%*!0*!0*!0*!0*!0*!0*!0*!0*!0*!08IFN2#XGD7#$%+:2E MI65GV9,ZAQ&K&08RABL#?)D6>2F"G-"M$M-:+)[A$,OD"9<=KWO;EO8BL3.B M3.,0\62=?,)YA^M]E2I#X)7GNC2-.;88!`-:G)4:> ME'_&3G&C&7<(A7O>-1,PQ:+0_3D:<:0>NF+QI3$+@UF)A1\L2'4^:_0\G&]*&Z=7Y"T/TY&G&D' MKIB\:4Q"X-9B84?+$G,;'9S"].K<,FYERQ(7-X#96H)O;HSE-K&CMO\`CD:HQQH5G5^96BNGY/0]#KSC0KJWB_U?HF,)?0>*?/XK=#RFVZ+Q:Z07 M@_EX=3YK]#R<;TH;IU?D+0_3D:<:0>NF+QI3$+@UF)A1\L2FC7_XN?UPH5E__];OXH%` MH%`H%`H(N+_TU(I^RYD#\[&-*U])\L_;T2CK+10*!0*!0*!0*#';1E[$\@;W MIV8VJ-I.OR)S:)K&G)O8$-@F#NM>EJ)S.3-22P"A7Z0\18.`;WX]R]! M9SDH9"T78&X/0I MU',O>;++MR0/5UA0^)A@?8&@%WA!O*()4Q"D_ M1JT1#DE,\`!7W=>12W*BE!=^BX#),".W$(K7N'\G9,QNGEEH$?D&$$3D1I!` M86=*V$N6".4HBW),3:.#7A>+FJ&XT*@`>AXC(%8=N(;VO0>U^G<(BSBSL\GF M45CCO(C1$1]K?I"T-#B^G`-)($2SH7!8G4N9H3E!8+A(".]A&!MWQ6XA7+NC M8%S+91.*$+P:A.="FFZM/9S,;$Z@A(>XEH+F=:&A(5*2RAG6!_%MPR"W`QF6+G(A,Z`0F*2P MG7($98H1@;"X7%;B%TQ^1QZ6M"2015^9I,PN'6.H/JJCD2KJCDW M'J42GJRU,829R#%R&EB!?@(-[6"LT"@4"@4"@4"@BYDC]*O5_P"PG8[_`%/% M%:CXW>C,_*WU9]E,UAL&0%.LVEL9AS6>I`B(0'+#"S#@)"ECLJ2)S M%(RB1BL785QW""]^'"UZRT_5OET4=AO);5)X\YF1T*<4@+;WIM6#8@K$5G)( M)Y"F4F";`JFX5E!=S^3G(OSAXA[M!0RLJXO/5QQO)R1`CE\Q3E*XBA*F$>,5 MRE*>>]%I.BK-^:<..SX3&&K+.,W.2J M%IC<1'F^=Q9:^'N!0A@-0$M*9U,7FK2QEBL(H)=QVN&]KV[EZ)2=%X%R>-&I MD2TJ0L9B-R=CF!N5ENR`:9P?4RM8@4,J(\*BY2IV(7-R@D:8NXC@FD&`N&P@ M"M8/.&91`:&0.@)7&Q-D27+FN5.(7QK$AC+DV$D*')ND"NRJZ=F7-Z=268>2 MI$682`P(AVM85KW#]HW*HQ,FHI]B$C894R'FG$$O$;>&]\:CCDP[E*"2G!L4 M*DAAI!EKA&&P[W"+N7X7H(]XI_26VP_J)^\%QK4_&SU2,Y2BK*E`H%`H+%:\ MHXS?'%Y9V7(D%=W>.E+3I`UMU![#9_!"&!KE1TVB),7?%"-(RR0V2,Q;`\*G`P1*!,UO`UMFYP4+C0 M""2`HP8C16O8-KWM05A6_L2!V:&%<]-*)\D`'$QA9E;BC3.SV6SDDJ'2B=W%&I-1&J49I830AN`0RAAM?B$5K!Z`9,QN8YQYD+R#"!O, MM;DCQ%&@$K81.FY:G*$82>F`84:`-Q!%>UKWH4>A1D M&`I6)RE"J;Q!-&69P4-+Q(E$E9B6)J=$:P+D>6Y2BDJ@:!P4$E40L4TB89BD1"<5<3%(V M>TE2MX4P%@EZABNL\*$H@I#`FW-$58%BQ6%QY;VO06FKSU@Q`!":OS1B=$6Y MH@N+:8KR+#TP'!O$H4I`KT(SG@`5:(2M&<58TOF!/$(K6%)T?VXYVP@ MSFIR'?,F*FL]6WMSLE)<XI.C*19A9Q99Q)@#2C0!,*-+$$99A8PV$`PL8;W",`PWM>U[7O:]K MT']T"@4"@BYF3]('3[[-LO?F/FE:CXW,SG:E'66B@4%(/D#"E0+W52]M"=K: MC5*=T@^KGYC;$*=S<60>8MN*UB@A%>YG&W+QH*M0*!0*#_]?O MXH%`H%`H%`H(QY-QSF$[,,;RWB1?C6RMMQI(<Y1'I,%>@%& M2[FB/+-8`%WL8,(;!%?N"O>UPZB8I,35F8FM8?C_`&U/^%W_`'L4_3NO[=C^ MVI_PN_[V*?IW/V[']M3_`(7?][%/T[G[=C^VI_PN_P"]BGZ=S]NQ_;4_X7?] M[%/T[G[=C^VI_P`+O^]BGZ=S]NQ_;4_X7?\`>Q3].Y^W8_MJ?\+O^]BGZ=S] MNR3I'3]`3UGHNL]$7UCH.?H.GY+=+T/2?3.BZ3CR\W=X=_NUE7!KV0,4A"'* MO9FFR9!K=.&C82![RX*FF.<3G'(M@UK*_*9X-P<=SX^J52)NR'CVT?9#4\?" M`F/B2M*E*8.ZL*/@?F'6[*6WKLU]9Y0?O1F#%>6)=.HN[(`# M6,J;8Q.ZSIMF$O<#@WL_2_'N+R4<60GV"60024$:I.R#5"=;H["'M=8),%T$U*[6-.V;0;18A4 MMJUO>E4;3FY#F$S2Z"'P:^([(UR29*@VR(F93'4+<$PL*(L8U%K%AO>UU2*_K3)#3 M:6#Y5F&9]WY/FO&4&5OC6P=C>Q[,[2R!JD+QE_3.2S?6O'0IMF''L?CIK2L5 MMZJ2L*Y-(;!6D&%F%H`@)-L(8B(L4P]6Q*7M>C.1);VRDJW^EF-Y-FF&JAL^ MOT@R1+&H4Q08$(P:4Y:_2+79.I6]87/,F7*_"(C8\4HZ^YJ23#`"NJO8ZZIC M^M,D0Y5N5NABC(V"-E$C?)YC)M;^S?P#JSF%"::N4RX.6MU<6Y7R)@>328EP M*N>H=#9;'H(M?NLIVP MG:TZRY"3;AN"F^NJEX@\?QA.D1D_<$1Q!ZAO*1S%(&.GEF7`I>1>MGX==O%/U=O%GKZGP%XQ>7N5K].M6?V[*-_;4_P"%W_>Q3].Y^W8_MJ?\ M+O\`O8I^G<_;L?VU/^%W_>Q3].Y^W8_MJ?\`"[_O8I^G<_;L?VU/^%W_`'L4 M_3N?MV/[:G_"[_O8I^G<_;L?VU/^%W_>Q3].Y^W9Y(]CC/$@S'C_`"5EMQQ& MG;L$"]ULQ%@_3783'12.RM8VXM)A"&90I[8%!)`DRB:1;"[$^P@"\ZU@*6=8F"6 M$KG&<46.MK9#%NMNB6][#EI%']1]CL;N,QTFPY?6R12&-)=M],GG'S+#X MGA^7:^L:]U6.*^(N(;M\@>$%B41[HI5A.,YDX5"P!(K,=4C&C0'25'VQSQBQ M+JQ@Y/CAJ[-Z#95;825CV/@C2'))FTLYCIDX3-04=DI4F&Q-J=)=78/2W3D@ M!QX!M:E,2L[<^J'_`&82/7O'E\D;`9@9NSN-K\7;'.P4:R_E#(&*E^&U#+DPB"]:0Y!M-K.C M,W^=]?ZWTG_)_2^CY?F\:DTZ5(KU9"J*X:<%(F*"[KZ_Y>&KUHW9I*Y!VG\ATK>YF2\:8Z+O*K>C7?#0D"@06J>9],0%0V)/9QZD:,Z M(8%DY\B<(R46"YQ9SASGF&],(I.ZDS^M>LIQ;Q3N$8W[3CLFI;D2916!15#$ M>T,(72::2%HBT?1G+L7X52(B53R^+$+UJ=89C* MYKSWG(Q%G/M8H:^W=.SRR-CI=V2'Z<82%,!2$7=#?@ZK&%O7-X=\.UG>U[;D1S3M.'9!GIAFX0P!%E%I"4L6G&D6`,(S2S!TFF=(8ZR)`E,T2SW$>DF0R<9:^K^W M1UVCNGF3(6K6N>/H'E5SUIS6+)3CC9;`0:5,[IN9K!DQ_@4P)R#BO,C`C5NBIRQTT)4RMG(,`-$%NZ1K0GQ.H8HV'B84>==>6*P;W#S-#&)NGHF2[XOUEDO:D;, M-;ZS]FNYZY1B`=G`0%%%` ML$-K=RUK56%E9$\Y_@5+YIO$+QC\*$==\XGC#X%\"]46]9ZKXM?Y]X4Z]U;D MY_I71=)Q]ERU8IU)KT8:_MJ?\+O^]BK^G=/V[']M3_A=_P![%/T[G[=C^VI_ MPN_[V*?IW/V[*.BQSL3*\LXAG&4E^%DL?Q8Z3)X`C@%IS=X[;OU8BLQ"3-(F7 M.?`LBSN'ZP;L8&RXDR*V/^3L0!V6C8LGP:20-T7R^0K&%%FYN9R9,B0B?&PB M2J$JA*>D#8DX(%1MK"OT@ZZS$3=;,.?UNB4]]OLHXSDVEN$T<]KVO6;8G=.&K5T MQMC%MGB4_@D_3JUD$FL2FJ1O.`F7JHE)&:1IT2@T'2E)U9[.L6%)CC"KVY"F-.1?HR[A!W*(LF=:WZ[Y1F+!D/)F!<+Y$G\5`E+ MB\YG6+8/+IC&RT2L2]$6P29_8G!Z9P)%PQ'%63GEV+-O<8>`K\:+6=5[.F.< M>ODSBV1WJ"0UXR'!D3VW0F>.D89'"9P]ODRRQ_C-Q,%Y-?P$S-"1(C_`,Z_S5,E**+Y0%@"$M9U7(JPIAI: MNRDYK<28R5N6<6MI8\UN*J!150NS`R,#&IC#$SY25FM0U&0&MEC:TYO2)W82 MLE,A.&06$)0A`N2JPW?4'4Q_5PI>_:O:[/:[&K(T1K'*UWPGC5R5P".1\`"V M%@A2A9&3CHJR,A980HTJ&Y!":P;6+"&UK46LZKZ4X2PPL\*\1XP5.^09! M!Y9/753`8H>Y3>4XR5-JW&TEEZXUI$JDL@Q\M9T9S&L6B.4M)J4D:490B@7" M2LZL>37334#)2Y8Z9%U3UMGSDX2%[ER]QFN#,82I6W`M9C*5RR>"8O<4\5>)E#8$N2XG7!ET)=)/'H\J3X MTDL#@:\W(HHRJEY2)6\GDMK:J2J3";7N$! M8[`X5,&J79,TYOVT[/S6C-2%?G7+^O.+-@GV$-L2`]2=1&D>5;8S,?53TSQ] MZ?B4ATF9\?F2-4H7)DZX\AL$JNMYYF`\#Z,J7 M3",?6RO85_3X.PNO>H9%YUC8_(JZ1S98EAY[H8V M]CP68'[88R_*7[(=EBE58ZQE.)IJ;<_87#F*HQ`H1((_"5160,#/QACKAF(' ML:MC.3`QDK/D!BA@:7`LEN`8K,&F)"(8[W8%+DO1Z[:_&0Z8XZ'@K#@\?9%? ME$IR#!1XQA(H=.I.L3-:-7(YC&+LEV23ORI(QHBC%BT@]0,M&0$0[A*+L$5G M5<.-,1XIPM'/$[#F,<>XFB/7#W'Q6QI"XW!(YX04@*`I7^`XLVM39UQ0`D%A MF]%SCL`-KWOPM1,V0J!0*!0*!08+A^KVL^/9RZ90@.NV"X/DM\6N;D]Y#A^) M(!&IR\.+T>I5/"]TEK+'T3^X+792L.,4FG*!C/&:,0[BN(5[EK.K(2+'./6R M3FZ"0UOR3)F9MCDDR$BB[(EG$@CS,8,YG87N6$(2WYU9FHTP0DR4]0800 M(5[@"&]Z(LS+>N>O>?\`Q?\`/O@G#6:_%/PKXJ^=O&$(R1XL^'O!OASQ?\<6 M-Y\#>&?`R/K?5NCZQU0GI.;H@B>D,F2QI#)--]59`BAD?#$X>C M>]>L1NJ6*18#R\R(,:C2=?$%!+%'PR"1."ZR-+8I-98N4'H)TPM3$SD1YD;&67)8Z5(&MO9F!*4 MA2DD*"RTZ,L))=@EAL&PK.JH/6M>N)T\+%#@[S1UBJYB/8G"6.J]8:>I<3B!K#SC1C&8(0A7N*SJJJ+`^#FV-0"& M-V&<4H(?B>2-LRQ9$T6.X@EC6-9>S@5@4RYN*3*B` MJSK`&&QH^8E9U7DWPV(-,GDT,9L_KO!Y*DTTM%UT_H;`Z8SF#&K!K-K?%)U(.:_6K*5!ME'&_2])HPS%QR-)W;77$#D1'H\4X.+N4PL92R''%M+,6ZO"M4%*GL6190 MJ.,L'G-&(0K.K]I'HGI#,%3>NENF^JLI6M,?CT3:EDCUZQ&]JFR+1%F1QV*1 MIO4.<05'(X_&(^W)T+GLPTI$)T6DJCTB*PB23A],>2B-$&W#AP!?NU8B9R29 MB,WD8LW8AD^.77+L;R/$'[&;$@=W-ZFK.]HW%A:4;`D$N>A.*M(8;9&>UI`] M(<298)P`WMQ#[*W%2:TIB5BE:X,99VSCJ;&XW'&78678N-B&14)$BC;3/V]# M)(W*T#4>V.:1W2(%KI.L+0V7:;8=PLPY#:'B; M-GB=&V"*M$N9XFUMBUWD@/%-J3HW5.TM#TE'U@7-?H5`.2][7J?M=W:_6%*C M6]FH$O>$[#'=@L=N+JI3N*LI-X4-2`LD:&U6\.BH]4N3)D:9*WM:`X\TPPP` M`%%"%>_"U-MVB;K=64\29^PQGA,^*\/9'C&02(RI1I'\4=774C:3G$M28WV6 M$F%E'%%K@(SNA,Y>C-N2.P;WN`5K28F,X6)B_B@4"@4"@4"@4" M@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4"@4&),_L\"D.",UL&53 MW!+B]\Q)DAGR0J:;J`NJ:!.<.>44P/;1(TZM79P)CQZ@1-RBC3.DM;E`(7"U MQ&<.*S,&=AN?9H=H-J_BS)\>VNU7POA;3OS3;3MV%'S#TSCJ5NVRQ8TQ[6?* MIKBPL:*8R2#QUS,7HE0"['%DFGF'7NJ7^6\_0_2J<]KA'\NL MF-67=G,F?'W*VNCUL+@:6Y8@&RNN#A&&(.,L(0&6>M3-B M9UZI$5VZ,!YIQ7MUF3(O:I;5X24N:?,Y6K^I\`V*U\(9EZ9DR M1B;9+LZH41E]"U1$P=WE-D+$SX6%X8D8C1*`]4/3V">=<*92U(F/UB5W1_,F M/]456DV4-<,LH9[M9EC5/LOXCG70V:X9DTY2YK8V;$&,",>33$$_;XD85!\@ M8\C1UG4L9*\\@HXCK!H;G`+2GC.MPK:LSGPS?\`7RA?G/#D_P`1XW3:Q([(,N9D MWJV*=,FY'A^*$+'BED38N@Z5ADN0V&$F2!Y(0L(5;`5S# M+"N?N)K->D0S,4BFLJO"I.\._9H[287RG'Q-N6]58'D?%#PV2`3*ZO[9'28\ M>[8\77<&DYP;!%WC!Y2$H]&>80HNVW-+&((@WI]XF,I(^$Q.<,Q9.;6YNR5V M9G@]`B0]9Q]L,B]]9<:YBQ_L7H3!YXH,G.#O-)EB:X:E3J MGLL5MJ7*F'(N^RK%#X:.PDXR84[L?2M83`W$-`MM8`NC*L0F3,3%TQF16ME< MDE\?Q#%#K'>U$;\F@LP0`68I^V21^8FD!S]'8RIP]$2W)5'"4;8Y*Q."4DX8 MTZ7L;MTK8\SXPQ0DQPSXXV% M9\?.6/ULR9SV9Q)(A,J3+&UO2N\@Q\A1$$7/(M>]BSN8WV1H:E\4I/4MG..C M:-6&W__2[^*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*!0*! M0*!0*!0*!0:T6'M<='I)EY!B-LR))A`>\BF8?C&73\;SA/K]+,L%&W3"Q[&\ MU&,MH,Y/YBT`R"1V4A1*C06L0H-L85?9E<\6N++K)"XGC;,RO)# MSFN+YU.$&-2@V2,A]ADDMXPKUBU2M`"UQ]"!5.SIA6;JX-F'9O:E3J+YDW`S MK.IEM-C@P_M&-V)#%,*.TA>(A@;(\%F,E<4T8R6=C=XC:<4P;WQ(^B6MCRF6 M71JCD"4XH0[$(6&8M\QQXDS3LEG_5F+264%Q\N.H,E8$?V MN,JC)"M2/AXVMAG3R[$IFA3R&7"<8"RL*<`KC#*M;9>&<=JS!8S=];8K@3-& M3I>V;Q3C0QIA42.QXD>I3E."X^;LC+G]G4RB:,+*3$U[0XV*($J5)U73EBYR M@AX"NJ1;W>6<]I[*\=2#`6.Y3H9M(AS1LG)LV,6,,-^&\`FRUT;<%0F`SN4R MHYS)R^9#TS,N:)HH"E`8Y!5W,95=AE!L)-<]4VYXX*QDOM,5D!6X9Q2-KXECS)*:(+%V7<38MC MKI(Y63#7IAD"MI;YXU)FRX5;(ZB0J$O2A$,5[!.Z)4VZ2SCC;M'L!9BD.E;1 MB^[Y,&O>"(9KE>/Y(W^"`M\+.P-'8N^SJ+9!2F.?A%LE*)5)K-PDRVY19,?G$EP4W9"54,D!$6=V9.T-[L[G MRYMFYC87<1,W; MK9#29/R5)X_E^*2N8QJVF4","\2^-*V=AS,QS$T(R`NR4U*%S)<0'!$,VUKG M&%UIHE'VKLRU'Q^[]C9+L98<6Y_U.:6S?#Q8Q&WSJ?XT62UM7L.+VRW0S:9' MIIZR^`9LM&YBZV,)BD**Y%N))H;7L]&;:TNU2-@F6,V-.]F"<[Z\ZF^-.39A MV;#'#,J:,*>U,UH63'&;5,F_("*'.`H5L M"!.TAF+2F2M;XH"W`),/,3!$0`\8RRS#0`L:-HD?;PU>]I\QM3_NCV@J8^:- M<&E*+!/9]O6+G&0M,L=XP]939,XH'2%PV2%1)I>34+=-%Z4386L7DA:D:Q20 MV^%TFFLC@_98=HV@P#A]PR,PYMF6:YI(= M>7WSNOEI5B)'(,=0^"P"+AY2"WMR;75>IZ,:<@ZQII2012,IKBQ)V>D,UH;N MT3[.N;:NYA.D,7D>&LNMN5\,)(OD5#!<>;/-.I..P9UD>/):ZQ=%C20*I:5X MO"DZ1I GRAPHIC 24 g31989g92p11.jpg GRAPHIC begin 644 g31989g92p11.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-;FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC"UD969A=6QT M(B\^"B`@("`\+W)D9CI!;'0^"B`@(#PO>&UP4FEG:'1S.E5S86=E5&5R;7,^ M"B`@(#Q)<'1C-'AM<$-O'1A9'(](B(*("`@($EP=&,T>&UP0V]R93I#:4%D M&UP0V]R93I#:4%D&UP0V]R93I# M:4%D&UP0V]R93I#:51E;%=O&UP0V]R93I#:45M86EL5V]R:STB(@H@("`@27!T8S1X;7!#;W)E M.D-I57)L5V]R:STB(B\^"B`@/"]R9&8Z1&5S8W)I<'1I;VX^"B`\+W)D9CI2 M1$8^"CPO>#IX;7!M971A/@H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@"CP_>'!A M8VME="!E;F0](GG:!$! M`0`!`@0%`P4!`0`"`@,```$1,0(A05$2\&%Q@3*1H<&QT2)"$_'A4@-R,X(C M0__:``P#`0`"$0,1`#\`W^.`X#@.`X#@.`X#@.`X'J/_`.X7O]Z.?_J3\#4N M]G1T0U6SUVM\6Y7R'C%4,N.\X[#O#Y>HUXR)BK*Z3VMYEO$#`NT,C8OME0MZ M2L7"ID:)@#SP&;)E2.4R90*%K&V2S/-=X\QUN)J<@SL^+,J7[=K#%;C&Z%IU M_P`R)4ASLT,0R(=-Q+82S\W^3N&O%J9-_"K\`W])PO.&3,0+&R6.3QEXS3C$ MQ\(YOQML/CF$REBJ?^':M,G?,EDW3)Y#V"MV&'=JQMDIESK,JBUG*A=ZG,-U M6,K$R""#Y@\1.DLF4Q>199T=1M99I5):*S=>,=J3.SN M6:\FL@J-AQ+B+(D6E3\/4NR-_&$5.W./FI9\V'UI.O-T%&CM:LYMTT0,[NFA MV'Z3VSMR\RV&[[&YBS5A_7G.&0,>Y1R]LAF&PR%9N3FL2ZC>?A*'!VNL8:@7 MD0FY\M@$=66B;,B:8I%*<@'XR=LYKQ,#++.<&X9<.%57#A?%&.UEUUU#JK++ M*U"'.JJLJH)E%55#F$3&,(B81ZCZ>1J:,K\!P'`$K9%XL;1 M=YS1GF=914S$:]X*@6=ZRZ:K2\L>%0O5AB'4O!5_'V.T)!%1-6P622AX<#I' M3*X.J`)B2V3AS06V?W\W:ULKV!\D7/3O#5(Q_E;8C$>")RN679F3MV8((V6; M*2*;S)H>A8@=8R;.J]$LGKA9!"TRJ+AP*"2:Q2BHJ6IFS71W?4*W>L@T6&S#W5M0L.Y+-C:_W+&DW;<7W=#)*%MI#ZTT*;KMG; MP<\FS1]8(V>('$R)#`8#$*(6,[N7JD7.:79(I*;^6U7W$V"Q+/`C&?!E.S-: M)';7"+DT6L_5]3FZUFR3E\LL&,HD^\IP:O7>!6`$DC]3BF)3Q<7E7),3[37% MADB"UUVTH$5AO.UD9R;K'%GJTPO8=?MAT(1-1U,$PY5U3=X4X#@.`X#@.`X#@.`X#@.`X#@.`X'J/_P"X M7O\`>CG_`.I/P->KV6S\SWB/^.C:+^7R]Z M[ZO$XHWAO%/UZV+@A=K-XQCG]6%D(_6W-D/$MXUTD-DNJ\<7'UB/YK<'Y'5? M74,(QQO-)I>&BS'A3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.! M6GE*";;G;<'U_L3-I-ZPZB-J1D?.U7D$7X1F6=FK06+O.!\:SB!F23"?H^'Z M8@E=IN..X5:2$K-ULKA%9%NY1$EXWR66<*JY[VWYHON,?@CYE_AYRQ361;RC%(+OE*%B'']8F+3+(I^4H_;Q/J"2J2[M(X$KF&N.M MM!ULI!:Y5R.+!<9TZ4UE;+ME_P!\$1Z&*/I"Q-^GNNPY&C@.`X#@4O]YCW>U)_UT&C/_@RERQG=R]5 MT'(TQ#G3!V/=B<:SF+5J MU0N0(1S*P8OS3&QB#IP9A"YOQ;+1<_Y71--E*KR$>4`,Q.`"?=,WA3@.`X#@ M.`X#@.`X#@.`X#@02WF[E.FO;>K^/;1N)E=;%4)E*;FJ[2'J-'OUV^%Y:O1[ M64EFRB-#K-D7CBMF3U(P*.2HIG$X%*83>CA+9%<_^=%]D7[\!Y]@?87[5W+B ML]^SJ]9W[4/V1U6CI,FX#OQJ-ER$`<$;"@`F,D<"AU'%W0.HCTZCZ.,5>_;U M?7]F6H]QHW9^P`E=*Q.51Q;KGG+(]<:6".<13V5HV0,O6ZT4JSH,G9$G1(JS MUR1;OF9SD)YS59-0H"0Y1%3;HOWY&E97>+-.QO;DV*O%:F65;FL-DQ7L"A9W MB1ES5EAKWFK'&:[!/QR*<=*JK3<76Z(\48IE0.*SH$T_0!Q,%C.[1#`WM179 M$`P@&X3HX`(@!RX'V'`I@`?08H'Q84P`;W0Z@`_U.,4[]O5^?YT7V1?OP'GV M!]A?M7<8J=^SJ\B'M0O9&<+H-R[AKIF<+HH%47P9L"@@F9=4J15%UU<7E200 M()^IU#B!2%`3"(``\8J]^WJSG%^T$]FF64?)(;_X0:BP7505-*.+/$IKF2D) M*.$[%61KK9-^@=6+.H11$3D,W516`?+72,>+F/+,>T!=FN$B)29<=P'!3U") MCWDDLSAGUAFIAVDR;J.%&T5#1<`ZDI:16*F)46S=)1=900(0IC"`<&8Q`[]I MG[*[><2KK7<#X=E'!8[U5.LX6SU8T'BLFP;2#=JS=0V,WC=V\23=`FLBF8RB M#@AT3@50ARA<5+OVQ]__`#CCM(_P_P!_^C%L[]J+C%9_TV'^<<=I'^'^_P#T M8MG?M1<8I_IL/\XX[2/\/]_^C%L[]J+C%/\`38\B/M&?:26611+L#>R&6621 M*=;6;9I%$AE5"IE.LLIB0J:*)1-U,HB(`'&*O^FU(D>\]VN@'I\\S% M/^@6U"'^F%<$!XQ3OV=3\L_VNOOS,5?^3:OWM\8IW[.I^6?[77WYF*O_`";5 M^]OC%._9U>J][UG:NC6CA_(;K8B8L6B1EW3QV>SMVS9$GI.LNNK72II)E_1, M80`.,5>_;>;AWY>_LX_TA>O'[8I/]9^1_LX_TA>O'[8I/]9^#)^7O[./ M](7KQ^V*3_6?@R?E[^SC_2%Z\?MBD_UGX,GY>_LX_P!(7KQ^V*3_`%GX,GY> M_LX_TA>O'[8I/]9^#)^7O[./](7KQ^V*3_6?@R]AIWY.SY(.VK!AW`,`OGSU MPBT9,F/D73)BP?+8OS(DT>O9%4$(]HU<'QX5)PY?+B!$B$$3*&] M!0$>,'='Q9GNU=O2N'02L&QL7"*.0<"W3EJ!EF/.N#1<6SL42NJ$D90&SDHI MJ=.O@.'0>@\N*G=M?.=]X'MOL%CMGVS]<9N$_2H@ZI>4D%DP'TAXTU:*4Y?1 M^F'&*=VWJ_J7[O\`VWZ\"XV#:"M0)&IU$W2LU3LGQ2+0Z*;958'2S^CMTFWD MI/$3'$YB@4JI1'H!@ZS"]T?8[8\TPR!KQ<,[,%VKM/8S9O:/+Z+ML27*=:$7 MS?SRS,Z*MW#]:3BT4325%K=P?%.911=(HM3LF; M@CU,#-S"8Z(J$(42F,(%.03#+[JO>[[1*+=1R?N+ZF"FFD*QBI9?K"[@2`7Q MB";1!THZ55Z>XF4@J"/H`.OHX,O-^6T[1G](QJ-]F>H_J_@R?EM.T9_2,:C? M9GJ/ZOX,N,Z^;/:W[V[]2M^UXSUB_/\`CS5O5:-CHI]C"PQ%PAZ_DS9?*%B0 MN#B8E(]9RFRL#&D:]Q*#$A?+5393#X!$2..G+R37.13;(BH4#G+ MX@ZV,[M/=G\.]KVBQ\0?E&-1_>G.0>N9JD'4R9S$,)1%\`'((E]Z8.I3!T$! M$!`>1+2QHM/0R4YMEO=PT$J[>MZY66KHBS]X8H(-$1\:ABD`1"Q-W M+U;,G(T<"H'-6U>KFB?<-MEFV-S_`(OP%4]F]4J#(&>96M4)4HZP7S`N3+=7 MH\:V_E3MU7;\]1RL)'K8IS@5)FW4*4/J@C>3/]O9SG\MIVC/Z1C4;[,]1_5_ M(N3\MIVC/Z1C4;[,]1_5_!D_+:=HS^D8U&^S/4?U?P9/RVG:,_I&-1OLSU'] M7\&7]D[V':04*J8G<6U(,5$@*JF+F:HB":8J)H@+L\YKT-T MRS!DK3Z)M61,H:O8,O\`>;0KEC.3%6Q6VW8WKL]8)M5E$9,81+123E'ZJPIM M4$6Y/%T(0I0`.*;9+)?W3!'V9/LA"`@.D$/T$!#T9DV$`?3^D(98`0'^J'&5 M[9Y_6KL,:8ZIN'\=4+$V.H8E=Q_C&FUG']'KZ;M_($@ZC3H5E7JY$$?RKI]) MO21L/'HH@JX6674`GB..7B9R)/)0;Z-F&!7S!R=,56KA%-+?+!L"3S MG;J+:KN5A(3*Q2$,LLKT_C=T5\@\&PX_P`UY@:SITD4ETS1QU+1J@J)TR>$Y0`0,R7;+X_=R>/]F)[(S&/8,5=+F1DE&S=-!20D#M M?UJ57Y*K3+]B.3OI#9\^V/QFG9M/R56F7[$C"9?AE7:/E)RL1L5G-*38F\9#^>R4>7U\U(MT+X>JB*A?"8?1U](,T[-K MXMA[0.F=B87*-799N8L[C73UT46&Q69_+K:2S.38O)*N)/[B_23DWZ4EU6%Z M5ZW.+=+ZD!0.4[-.S:@87V6_M>%*4I2;'@!0`H`&:3!T``Z`'0*OT]SC-3_/ M;YOW_-<>U[_K=D/LTF_>OQFG^>WS/\UQ[7O^MV0^S2;]Z_&:?Y[?-X77LM': MU>LGT<]:[%.V,FS6CWS9?,QC$7:./#YJ8'"L%50.8"AT42,14OI\)@ZCQFG^ M>UP/_-%^SI^P_83[/=B_6_C)V3QC]E3N#O9D-$-J,O[!XK@GN:<,U77++^38 M26O\'DUK;+A?6BV:,MT3'E#85NWUV2A*Y`TVGXP!U)S@I.7DU(R!$43(`R=@ MHRDVRO!%>RSZI/-M;!H:=DSV\,((]USV>?5?0:2U_P`< M1>V]4Q%$YL/E6QQ&T&V%@LJ,0G*8XC:0BZP?9:=BRB2D6T2F26XDQ#65DU*Y M`[9W'O&ARBV=@R79)PQX^Z0W;W]E.H^TNJNNVR5@V'J,@VR`XN]TD8\U`R&> M/O=(=.IBHTA@QFZWG&M&CZWYD.E:(Y^C'QTPZ1?D9R""7EG3*RDV<,\/HEI& M^QAT-I$MV,ALU3IB22QQ,U1:=/BG*L>Y=7Z0D%743ELT>TV/&-1?U]@KJ@ M>],DG,AL<*DFGE5$/`N=Y:,'XB.&YG#24=-7+B15,!'Z:R("F9D M_P`_1?6?LAZCJ'.H-HR^!CG,3+?9'\_D0=1_P!E M.8?3[OIPC]I#C-.R'Y$'4?\`93F'_3PC]I#C)V1^_D0M1_V4YA_T\(_:0XR= ML?+F>Q5IQ8(E_"2EFS4I'23<6SHK.2Q'$//+\9%"G:2L/AMA+1SE-1,IB+-E MTEDS``E,`AUXR=D6BX+PQ4]?,6UG$E)=V.2@*TK87I9:WS)[!:9R9MMGFKG: M9^P3)T6WK\O/6BPO'BYR)))`HN)4TR$`I`BR89;X5PC)M//D/&^0:`G(A$'O M-(M=/)+"U]>"+/9H%_"ED19>>V],NCJ0,B M"+D13.;ERQV=<9]'RD_8NJ46"&-4VIJJLT.-"5'XS?)%DE-8N02S9I`^820Y M=AQC0DU(@0CA@1\4*!`!<"^=U'ERG^?I]'+GGL:V(%WCAPSS?3X]JK:J;--X M\M,S([2:5N`9MF]JI!7*^PA72[+(#A)1PM('-Z_%G6\+0Q4R%+QD_P`[Y?1\ M2/\`8QLO=CZ?)QK6S9"F'T*?&.5F:4I7K2T\BC4X\BUV)*^9-L5.OJ M[=^D(/9LWO'XF)QD_P`_3Z/72]C`QZ2(78K;,U1:44QE'U!&=+B[)Z*S;(;5 MVXQH8G>+RZL=GB MG0J;ZR4:6BVR5"S!()0-?KA6`7"H(G?;#F<2;?)(MUQ1/K7]I"3RB] M63_/T^BYWLR]E*%[14WLK)P.68O(K+8-Q23IQ493['6RU5E1Y_)W;VKV^1I#CN":JGW>TWSOJJG8X MVJ#F6KQ]=/.3$=)2L4W18V>!L3AI(LH>6@I8S.60AC,U%&KM!P@5<54S>,@` M)+QC5.<^QK8I)U78YJH[A0DO=WZ;!]4(HXS.H#A MHY(47$LHF";\3D,80UES_P`_3Z."OO8P85&I/&D5LICM_<7&.(*I-924Q[EJ M.CXZ^Q[QVXFLO)),I).7]N=*'&X@BIX9)0#N(L5OJ1%? M`4.3*_Y^CVXWV,Y1JZCE9'-6+)=FWNENFY-H*V7XY63I:!-9Q+^2!%6Z!3F'C)_FK)U<]GMJNU^R.Q>HU7N<'2\AZMT'(-/O M61)UIEE>IVO)T1G*UXIKF4:K'NE(Q-XV3BJ,O(.(!LLYBD_A-%`\@HNBJ1.Y M9FR6X;#G;5]F/=Z#;SXHV^3S%09&.Q<_FGL?5(%CD.0EC-)_#%MQC.PA)*R3 M1(Y9&PV2T!.F=K(&58)MP8(IJ$/ZP29;FS%RVY^1LX&N]WKNQU(=VC)>!;T3 M(U,J,?AFFV*KC$6AM="N'BMBO5.LTHX9OJC),P%&5KM==11@7(8S11X1VEXS MH^4>RL[MMJEAK[&@5*89/769,7/(A"]6:>>P0/,OM1?T24B3,ZQCHLNF]4>*F=S)@7R%&R)!\8,L_Y^/$8MR[[(J7"V#\EY7E\L8TM2F),`YEM M\RT8NLM13BTVRMPDI<*U9(](\@Y:PA8&.BA8#%G%TVD!4!=59,Q?"-REV8B! M?83["M(W9RKM!C7N08CVFP;)XMH.)+AC.),UF,)2U@;7&PY"@[%-(%N=(?A; M*^1>JMTD'3$HMB*^,`4,)@`%J;=DXY;,O^9W=H[_`(5VV^S;7OM9\F6^R>,? ML\R7L>O:21(Y3)*[:>%VW!LKXLUUX1\L'39V'@'Y,P\)O-:%_P!#K_H,G9/& M/V;4?(V.P$Q M;U5#!3!Q>:T?),I,P+1JK<*LDYCDXX7(&ESK@U*4PJ=.6,;\9F6P!VK%FCCM MF=OI9BQ^#&:NF&M)VT?YJZ_J:)L/U`4V_FN?JY_++Z/?^^Y+JUM^,]$]^%.` MX#@4$=]S^X-'OXUMQ?\`NMMYN6,;_'TJ\G'_`/B'2?\`)&M_^IF7(U-'+N%. M`X#@.`X#@.`X#@.`X#@:_KW!FXN&\LY8OV%\#[!U_(U@S9L-9%LJX=N^G]OQ MGFS"=TS!:2,2YVS-0),+15U[N]4AI)L6)DXI9R_;F?*,G1VZE8LLTU M<(2Q7M>QN8Y^A]0NX/%;G/6RO'R[H<=<7/LHZ[\%>I-AC]6L@=VW$'<4B(>0O^ M3:S$9`Q>\T3)?&[9M4DYROX\Q;C"@9>RC3Z]4!T[HJE5TYQ*K$P;$!5D[.1HG9BU?X7F?BY\9"1 MX!'%L`POD"]]6_M?UGQ^5]3\/,NDT6H<*6Z.>WYUL^\CHOZ'"72M9[V:W#VQ6'-B]H(O8S>G&. M]LU8-7M;)JFVS%VSEJV?C,5U8M[S&W^3J6L%K(1>FR0O.KHL6V#U?PKC53(&RS]Y? MJSC9QEF7;62*Q!#/Z;`ITMK8JLLNUM5E0;L%WOKA2QR2XN#$.!!#EC.[.>#9 MZ[?Z4PAHEI>C8*XTJ$VCJIKZE*U9C(KR[.O/T\450CF';2;HZCE\@P5`4RJJ M&,3C__`!#I M/^2-;_\`4S+D:FCEW"G` M")(IPDJ_C&3R2ADY=%)M+$BGSA!1U'DE&Z!$W`(F("Y"%*?Q``!P/K)IIHD* MDDF1),@>$B:92D(0H>X!2%`"E`/ZG`_O@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X#@.`X&KUVBG*3SNW=T1T@8ITEGV3Q(8BB2Q1`FY&:TS=%$%%43]#$' M^Q,/3W!]/4.6Z.>WYUM"\CH-V6^DU\V(O]44PEKO\HTCL50Z)0I=M>$; MGF!-'XD,J'8[&WDJ<^C!\Q-9^=N_*H`E42+RU-MXMXCD:.`X#@.`X#@.`X#@ M.!IU>UQ9(P[B>K]O^Z9XP"RV:QRWN6U,*YQ)(7V>QJU>V2R82C86FVTUKK;& M1E4#T&RO&\N5L5(2/!:^4-)F,Y&::ZF1UFG4[/86.M6#6LW M8DHI"#3G)1#&583>RA(9LNY;QA7JY3*>010Y$_%X0'H'(U-(D[PIP'`<"@CO MN?W!H]_&MN+_`-UMO-RQC?X^E7DX_P#\0Z3_`)(UO_U,RY&IHY=PIP'`O0W_-+;O>^CT^ M^]SA+I?1J)^R0YLQ/FW.FZTEB;4W%VI#&K8,UOKUBK6+;1E*T,;W.!<,PN!N M,^OE6UVR38314?[7%%FJDV\`=1*)_3RUG;9;<-Y/D;.`X#@.`X#@.`X#@.!J M:>U&J;?M2:&2.C,?+R>?F+S<@4F\!#TJP3!,9/\`!$7$Y<<,H:^-7T*[!*A2 M#SSC)(J/F[RCDS+N'1DV+ M7&580:$%R\57=.!(@0H>-0YSFZ=3"(^GD:FB2/"G`3C_P#Q#I/^2-;_`/4S+D:FCEW"G`$MQQJ)"_=>T1:R]DKSG+=O;6"F@4;C`+Z\[*HSE0`RD"B0;5$*8?+ M(UP#K6J+('KJ:'4\FT*'IXJ=VUR5_P!RG4>+2M2TC9LPLB42.&8N_K.I MVVJ1Z;%?!3B<"1M29L'@I7F1X1HJ\*H[!$AFJ9E0$4RB8&#NB;D'-1=DA8BQ M0;Q*1A9^+CYJ'D$`."+^+E&B3Z/>(@H0B@).FBY#E\10-T-Z0`>1I]3@.`X# M@.`X&NEW_MB-C\))Z=5W!&_%![RYK^/VP&4X%A8*&_5J%9I3VI8[>M' M5(O+A&@B=PF0;AGNO1D[6#N;S.RH8+LS?6"V4K$N>\K9$PG6LC2&3:+)/H+(^-8#* MTU/0-NQJ)(K(%<5*OAZ6:B1XS0=(J"@95$A%0$&%F[/+@M=Y&C@.`X#@.`X# M@.`X&K[V>B''N8;QNUWRS]U(XPG7KH[I9PX>$54W#SN'1=9=,`.F8@`"0%.H M)4R]#"'0`Y;HQM^5;07(VU]6=XF6^$DCNL3%R%F3UA1LM@\ MA8ET0M@,;QFE!-)@]Y:FW7CXC;DY&C@4^;!=[K3O73=^$[>-EK^>;AM% M9UJ(SJ]0Q]CB.E(>Q261HI.8K$;&6B>MM9A_6%V:@>:HLHBW14`Q3*]2'\)+ M<(OXZ]IP[=66I7+T)CNH[66B4P)C7(&8,O,V>&8AL>DXVQ8Y:-+_`&F0/(7] MFD[:5MR^2(JBT,X=*&/]224Z#TN$[IXP0WM./;GL.`KKM##U;:=]@;'60:MB MNZ9#)AZ$380=_NL:\EZQ7%HE?(*5B=+RL,IO%6-RX MAJ[J4N43F.,:S&-W["2:9,7K[1&R1KPBH>MO&YF@`<'((F3.!6#N>GCOVBS1 MS+.6\RX)QYC?:^RY9U]K>5;?F*FM\2U9F]I%*SZ%9>F(HV:K()>2`+'3%1(#L'=XX/>O'M.7;HQM MAS"FP%WJFU5?P[L6;(9,*WASAN&<1]\-BF?;U?(01[)CD!U,1XUF>=)MU?7F MS7S1-XD?,(`F!@[IXPY#D'VD71#%F6\[ M16;$V*F*G,(M$9$?QAS709-!-LFJX2535/Y:Q4CE,4K!W1KH>T0;]:G=T6Q8 MKU6Q;GT-4,JZER^PUCS2_P!LJMD+$,+'6-M5J[6'^"F#ZJ0ETEI;)DE--'3( MS,K;X)5]55$'BI/+\PEN?'_6]?J2;Q:J:RF$ADQ-KYA@PIF``,3KCBMCX#`` MB`&+[@]/1R-31(/A3@.`X%!'?<_N#1[^-;<7_NMMYN6,;_'TJ\G'_P#B'2?\ MD:W_`.IF7(U-'+N%.`X#@.!!'>]G:T8S5Z\5G'U]R2SQ3MQCC(=R@L:UU6V6 MQG3F-)R=7Y":95YLLB]DT(^1LC0%B(>-4J:@G`H@4>A*UULRZ]YNN>X^Y&P^ M/-7MNZ=!YS>42176?8WDIYQFY@P4P$D2HIUB-QC0)_"S7'3S#QIU9W*6BS*2 M\BDT0CC,D5W9BZ<^.;>*0NO\?M5BN#[J;/,F+ME\Y67;RM=,=9`K^H&2*#/Y M&N1\$SU$<3EPA)K)]XAJ`R:+NXNN1\4S!A&-&,,1PBFBBKY9(LSQSGBV1,)0 MLI6\,XCKLXS5CIJ`QC0H68CUA(*S&4BJK$L9!FJ*9CIBJV=H'(;PB(=2^@1# MD=(R=P'`ZQLZEH(;KE<.%/(\"I`(8#V,;]..BZCL@C7A[3>B@U`LR M6H#@V)&HELAV*ED+51F)H:V6QGBR)QA[`6%\@'QFQ2MA=>8*0`GX0Y&IHM2X M4X#@.`X#@.`X#@.`X$5-J\(9)S(QPE+XDN](HU_P=G.(S-!N\C4R>O5/FO4\ M=9,QP_@):%K5SH4TF#B.R2JX1<(R!?*6:D`Q#E,8.$LSHH\QKV+ME\<9@S-F MLNV>#[5;LPY.DL_;ZV2P](YU.%DLU7!\C1P M'`M^-L)O]G3*8P?V/+=&-ORK9?Y&S@.`X#@18WH`#:2[B%$P%`=6-@P$ MP]>A0'$MN`3#T]/0.$NE:E/LFFOV,M>F325[A8-RK++D`'(+,TSM54_2!NO+6=LQ6[[R-G`Z[WO3XWT MXL7?"OMXREMEE/%NTU=R#I#"X9P%4,+V*#K[V'&T MP$LJFO*P-E^#9)K\/0%@*U+:*X%EJW4PDBU2NRE;=2,!5BS3LK^9+6H5Y(K1D`68?E M!=V#1)$'*P`HIXC^G@Q'V5.SSVR5K1"7A;3;$:MWK*$0UK5U5:3BEPKC:O-T MVE?;5^T'FS3L(W@&B)$F)&KA(K-(@$1`A0`.#$>O%=F[M?P,U.V6"TMPU!V2 MTLYJ.M-BAHV8BI^SQUD.*EDC[)-,)AO)SS&Q*")GZ+M59-Z8>JQ3CP8CT&_9 M8[532M2-,::,8':4V9DF,U,4]K77;>IR\U&)+H1DQ*UI&2)"R4M&(.E2-G*R M!UT"*'*F8H&,`C$?DAV5^U3+P=?J\MHO@>5K%2&3&IUF4KKR0KM5&;=$?38U MF">22T5`#-/4RK//5$4?6EB@=7QF`!X,/?DNS7VO9J>AK7,Z588F+57$(-K7 M;1+1FWKJ3FIZ=J)YB MV]F4K5LM#-<*Y[QO;\I8Q[K5(LE5G0LU:>,V2<>X]:%!-)ZY` MZ9A,4Q+&-^>6JZOLAR)ICM.Z+3!H6+K1I?!\5*FK4&T%<2&`@F$IN MA,S3FD#$34/8(]O+0,M&S<4[*)VLG$/FLE'N2@(@)F[UDJLV6*`ATZE,(=>% M?2X#@.`X#@.`X#@.`X#@.`X#@.!_)C%(43G,4A2AU,8P@4I0#W1$1Z``!P-: MSM#76G6?>'9"%@ZU)0]KI]'S_$7.>?)016UR1)OMF9K5I6(<14[*R+F)9-H] MVB@:0;1ZITQ!1%-1!0BIK='/;\JV5>1T.`X#@.!%G>82AI-N&)R^,@:L[!"< MO40\10Q+;A,7J`@(=0]'"72M2+V3.7TFFL^[L.M(:1LC1*C\AVN8Y%BMDKGC M^ZRJEY5N>8U$E*&]H$#!ILJ8WBS`F5*1]8?"H'B,H/IZVL[=;XXMX/D;.!UT MG>LS'K#5N^[:<8Y"T[C\I9]N63=$E,8[.+Y\R?2WN'$',-AII'(ML.UY,U`O MX14DS=.O'*&**PO?*/[Q)/E<[./CH[%OD=#@.`X#@.`X#@.`X#@.`X#@5T]Q M+1BQ;NUK#3.H98AL36?#EVR3:8^2L>/WF18*;8Y3UTS+KA8HQY#QMXH#]J[8 M5[,CF19."/C$*]9)$5142.<.$LS'T#2W<5PU"LB#C767:"JU:+8-%8_&EIO. MO>6YB.8M8QIY-7J>2CY4QK*SS9--P8J4Z"N1#(^#,LP!Z-F6@%<.7+6+EIRG.G+LLC3[$9FH:(L<0YDZ MY,D(<6+]QY:G@BRR^J1_"G`91@\1$5Q\BRU]0L,*2USY#LE3OI-S'J>I@`J+@B)@` M03'I8QNU\?\`BT#LRM;0Q[7VF[&\R'PO>66+56=WE_A!*7"6N;6V61O;)4)= M`ZB$L$E8$W"WK1#&(Y\?F%$0,`\E:VZ<%G/"G`8QM2]!ZK=:A.0D-+0L7,N,2Y9DW$,_0D(DYW_KM3G8]PHDHHLAY3X2B' M43%+>3,^59KLO;OQA7)MYD#4.SSVCV4G("L[?X%C(-IAVZ/$VOJK8,LZVR+0 MV'KXCX2@"KY!C$V7P!T0EVYO?`R=LUG"LI8`S[;;1;+1@3/=7C5J4PL1F[,NV<1DE)19>5 MU2RX4X#@.`X#@.`X#@.`X#@.!!^^YORAF2Z7+!NGDK3&4QCZ6<5'.>QEOBW- MOI&#[6K"-I=O1*?2&CV%1S!F5NTDFJSZ./*1\/64G"9Y)==T)8E8F<\(XH[[ M:6O^0X,T?M'-97W'EWAGZDM*;"9%G)*O//A4HA(Q['$M$4HV&(.`,8Y@19-J M\0B28^'Q'$/$-RG;+JE#BO6W7;!;V7DL)X%PQA^2L#9NSGY'%^+Z109"=:M5 M3+MF\T^JL'%.I5%!D1'D7$FC-7"G`$NE:MGLO-CRQ9-@MLULM:!8T[?LDSUNU MM;05/QE@+)VO[#+<.-WS&EY'0X#@.`X#@.` MX#@.`X#@.`X#@.!$#;+7>:RI#PF5<,.8:H[983(^G\"W^25D6,4^='.V>3F' MB`\+. M+,_`'PBC&5I6EL+93EVK%_'N7:YW_K"H(F:E3\HWF@7DQ/E?9= M+R-H5[O8AM-RQW#YFPZT2^.9!\H6$)F8=-7236F9\ MI#5Q77_F@*#5VLRDNGGQSY.\J>2:75K[6':B2B M"KJO7"#8V&&<*H+$36046CI!,QB'*4Q!$0$`$!#A9QXN;<34?#>.6*K*J46&3C&JSQ0 MKB8G)%=9:0G[799`J:9YBVW"?=N926?*!YKZ1=K+GZG4'@DQ,,L<*?,,XNR!D?PACVDY$R;2Z5:KV<\HTA")4Z!LDU&R=F6 M/,/T6I2,DECBNJ0@!XC``DS)J@UN-O+I5>M"-RIVE[7ZXWR`^0O*^,W4C2\Q M8_ND>WOV0L27LE*I$BI7)V639V2VECG(L6*X$7=$;JB0A@3.(7FEL[;Q4@>S M1I;BI;&[5EW*VTHVV]I'6C7`\Q`>FRU@J$K+-JA)FD0 M%?X,<'!8Q?JGI#T\5-MEOC]ZW$^1LX'7R]X2E)N^^78KXRW?I..[!`9S[?#: M+TN=U]_') MV#7(Z'`<#P.G39DW6=O7"#1HV3,LX=.EDV[=!(@>(ZJRRIB)I)D`.HF,(``< M#BORBX^_9U3OVSPGZNX3,`R)C\?0%ZIPB/H``LT+Z?\`^-X,Q[OQRJ'[*ZW_ M`,NQ?ZJX,Q^?'2G``C\;*UT+U\0_#L7T#I[O4?6O1TX,Q^_'.G_LKK?_`"[% M_JK@S#XY5#]E=;_Y=B_U5P9A\`!O0/Z'!F'Q[H_P"S*J?MAB/U M9P9B+NUN]F#=1J*A=KH>U7U>297U[!5#$4*E>;/+)8VQU9\IVY=4C=\TAJ]$ MP]-J+QRXD95XQCFX%+YJY`,`\%LDR@HEWEKDLBBN3M,]STR3A%%PB<*7JX)5 M$5TRJHJD,&T_0Q%$S@8HAZ!`>H598 M[:F2CST=MQ>[=BO)>K=?ROMO9\GX]Q%L9)4.(R,RCK1B/#OQ^L)(NIWV\P;* MNVO,#"QR+9-!^?ZJX6.8I#'$H%EZK,RWJD&$I2W&JF$X]"`6PQ`B8>@CT*`/ M.IAZ!U]'(N8\GQTIW40^-E9Z@(`(?#T7U`1#J`#_`&UZ!$/GP[%]>@]0`>GK77H(AP9C]^.50_976_\`EV+_`%5P9CWF,]!2BODQ MLU$R*W@.IY3&19NU?+3%,JA_+;K*&\"8JE`P].@"8.ONAPKZW`S:]O&=F7AL).(^T?'JIUJU M23E*.8M73VWW^\0ZYZ6:?:ZM-3\HSBD M%A8JD.XK&6\,2,'"P#2;L!X>%EG]AN$38F,BA&H^4B639M7SI-`KA5)('+?S M6$F_$\T]FWM']+.X?E=Z8Y61;)N4B12K;-&!'3AZT,S;'67D&REM9IQCE.0, MLD1)-5V4Z)"*BH4RAD4V#O\`)\M3VFC!Z*BB*VL]W162.=)5%;/^L22R2J9A M(HDJDIDPJB:B9P$#%,`"40Z#Z>,'?Y/X_P`YMP5][7<_I!:P?;-XP=_E^C^R M>TTX.4$0)K3=#"!3'$`V"U?]!2!U,;ZYON%`.O&%[_+]'NO?:5\.QIG9'^KU MZ:&8/"Q[PJVP.KP"V?&2.N5JKTR>/1444S&Z>D.@<83O\GK+^TQX3;+"V7UE MNZ3@"I&%$VP.K_F=%TB+H]`#)P]?-25*8OZ8&#C!W^3*78\S*ON9F?N=]PN` MI;J@XFVER]K-7NBB1ZJNEY MQT7!$7"*J15Z+MXV[NK86Y&S@:?.$_:&\+:8T.1U8O&O&9+)(:\Y#SIC)C88 MBXXV?0SVGT/*=X-5&<&R)9Y2QQ456N32)!>)^%PP3=-E M.H^!0WA/X6#_`$C@P>UMZE#Z?FTY]]/_`-T5[_S.,'^DZ5^_YVWJ5][1GW_; M%>_\SC!_I.E9%HOM0>!\E.R,*9JGF>2=*1SZ5(22OV(:DF+"-?MXQZJ+FYV6 MNM2*IOG292H"<%U2B*B9#I%,D!$/3Q@_TG1_'^=MZE?>T9]_VQ7O_`#.,'^DZ M5_*WM;>J"!HX3ZPY^%O*?#!6SHLC3C%!>$"&.]069^M?"J0BG/-S)JBW]74] M^4%/&02\8/\`2/Z_SMO4K[VC/O\`MBO?^9Q@_P!)TI_G;>I7WM&??]L5[_S. M,'^DZ5]2-]K&U+DC&*&OF8H[PHRBWBEYJN,"#\%QBLF*)3&;J=7$F"7JS(G_ M`.\/3E2#H)NO&#_2.05#VJ;4RX2T=$%PU=ZD,BPD7X2M^NU8JT%'A&K'1%C+ MR:K!V5A)R`D\;-$2&%PF(&`0Z\8/](B+OO[0#K!G1EBFEUR3SYB.ZX@R[4,^ M4C-&N+K"N8V3"RP]8OE+2@)1EDVI3-)DFIXR[.E'C=S'K&0.1!0OI](7"7?* MAM:>\!N&VDYY.K=WG(:\7\*NT:X=W@;MN2JR,8DY:J-EY5T9U41E#.&*BB95 M$VD<<5R"V,-'S4E?NZOG.RE9&A7,9%8WP+VQXN=E4 M?A5%M,0$:QEW5M2DK).-G1$HQ111BS9K%,JY,JGT(#!WWJGOKS[01EK7-^UJ M6Z&2,+;.U^>"8A*7=*'=,"4C(L#9&]HNTI#1N57](OTCCZY'5QQ$-T7\Y6X" M&A"3R)F[5)9D9M*R$PWWX]$KEO:@]:TEEDB88>.2)+*I$<(;"X&\AP5,YB%7 M0\^QH+^2L`>(GC(0_A$/$4H]0!VG^LI8V4`PMH6>;K51?7F.:2;M!GY!7JITT#KIMG:S=A9OE; M*'(V<"O79C06N;%[(8EV9?6Q_$V[!&+KE6L<0)'5C9UMY?I6[T:]56=OJ56_ADE6BSY)P/@=H&(4>5FS-RHKOW;.V\T1[>U\9L);$FPC>E. MLG96R7`8]97JG3K.ELM5-G,?G?5J8S%FF<@085*;RDWDG+-G'IO7D<@L@W;. M'8IG,RS=MD1[]E3IFB-*V!W,9:%9DSCFBF/L":Z.\F36)`%O/6\:I5!\(F'T]#4U;L7(T<#KX^[W9-'FO?J5K>0L=Y^ MD=Y97/G;U2UYR-6;;4VNOU8:/76N(Q3K)=-?J(6V=DX5S&S?A*R.+=9*23!4 M@F23,G8YV<<^?[.PGICU= M&5CI,8NU%CH^6>C`2Z;`S5UY;5R;R5C?4E`]X)+,S#5[LFD'<\@,BYC;O^U[ M@S,T')9FR18,UVFN#:#%XJGI]62Q_1*[0;=I78+>5G1(-RF)=?-P.U(]U:J^6*?DR5J M.1JUW`<>;$3"\SBR)A)1]#/JM"X%A'PH/64RD*DFY>D*54P%,!U#E`S-3LV] M%Q*?LMO:>1=,7J5%R(GZ0\9J_Y[ M48WGL=W;6$)LL+EC:F%3EK8YL30%K'AZS*PD6JRC*7_ZY7"W7L8G;H>&2,IL5N8F*2"+S+:K:WR]PL.* M-@^.H83G,/_0_]TQA$>,G M;XP\A^QYAEO`WJOUO*3;'A,D8[NV)[;/8LT\[>V,[F[Q]D>"*-G`MG"9CIFZ=>,G:_B5[(6-WT:VB8;8&;H3%H1,B26/=.^VI73 M")%VS@RBRBNETD999P+;PJG-U,H150##U/U!D[?'!\6*[%U,BI1&4';O+DL" M+]N_&*G-7NV?(0B_J[GUD6#F/#1UN92+<]?*61!0HG1][X@]WC*]OG^G[,E2 MG9RQI-LE8V8R95Y./7,D=9D^T4[:SALJ9NL1P@8Z1]0!*845TBG*/Z!B@/&4 M[?&(PWDKV?36#*],LM$M%OB8Z$M_P<6PO*%I[V_L:6MZWCK%%6<62%WH6J]? MM\4TE)*'1(^*S>MSNVAE4#F\M4X"R=J/(^RF]OHR#9J-DO?JS-N\:-&_Q.PM MY3=K(*G7>H)!\G'4$W*JAC&](CU'T=.,G9YUZX^RA]O$S1./&>O`LDG*KQ-J M--POY1'2Z2*"RY0^3GKYBB+=,H^GIT('&3M\Z]?_`#3?MS_\+73]IF%_M=<9 M.V]:]YC[*7V_(M7SXJUY(BE_`=/SXNNXDCE_+5$@JI^7QD_S MA_FM>CG\)>9O_H,]CY*.RKFAE(1+#F,<@.,KV^,1^?D8<5_P`)\/\`0M[>'XJ' M&3M\8C7WEJ-NG*W3+L/A7M(73-%%QCF[+6&([(D5&=HFLM+>MB>[3%*?V)"$ MGM,TGT4C).HGS2MSF5%/Q^$%%`*)A)B^7CV>DMBKN9G15(AV/]MD+/%4N>K MFJN)NWK;L84C)<.^S%M#7=(+-2<@05ZD\?`%7K=5UAU:AK,A8UG%0*[*O,LG M2#1J11--5L=4Y7+,)MW>/^-LC0/`N0-;],]><'YEDJM9B4U===0ZRRRU8A%%5EE3"=1550[$QU%%#F$3&$1$1' MJ/!B/'\FF./X/Z3^U2"_4'"8A\FF./X/Z3^U2"_4'!B/Y#&.-B]/#CVCAX0\ M)>E3@0Z%]WPAT8>@.OZ'!B/T,98W`.@8^I`!Z?0%4@0#T^D?1ZA^B/!B.31< M1$PC7U&%BXZ(9>8HMZG%LFT>U\Y40%57U=HDDEYB@A[XW3J/Z/"OH\!P.(.L M>T%\Y7>O:/4'CQTLHX=.W5:A7#ERX5.*BJZZZK(ZJRRBAA,8QA$PF'J(]>## MUODQQM[T?D]H_4H="_\`LG`^]`.O0"_VAZ`]/!B/[^37'/[`*5^U6"_4'"8A M\FN.?V`4K]JL%^H.#$>,^,<:J!T4Q[1CAU`>AZG`&#J`=`'TQX^D`'@Q'D^3 M7'/[`*5^U6"_4'!B'R:XY_8!2OVJP7Z@X,0^37'0=?\`V!I7IZ=?_96"]/AZ M^'K_`&AZ>GB'I_7X7$/DUQS^P"E?M5@OU!PF(?)KCG]@%*_:K!?J#@Q#Y-<< M_L`I7[58+]0<&(?)KCG]@%*_:K!?J#@Q#Y-<<_L`I7[58+]0<&(?)KCG]@%* M_:K!?J#@Q#Y-<=?L!I7Z(?XJP7N"'00_N#]$.#$:_.N^%^ZEL]B6"S95-Z-. M\>IMBNSM M?.*F!3E$:DEO1FOYC'=V_I&-(_\`LL:_^,GP8K'^CW> M&P\XBGM/JVM.GE"UU5EUFF4\8Y2DF%WGI6ZY7?2T/(26*(U`B;,K!1$BBQO& M8QB^%D[1L MX&B/W3;4Y`Q3<)0L3@#<7(;W*VNL]**/!A:OLO;QIMG*Z`R\K(V!HU`ZJ"*)B:59'PIP'`D>)JF[XWT:_'L MYJ_='7V8VA#NH,[ZRR*CK!KFCA5*_P`+C2$??).7(&9!6^#4,9,F+%9@6?$P M"9^4ST#^@1\/*DUXMNOD:.!U^_(]AXG%FK]6W#[?41G76Z6 MV598>GLSW1F;6A:3N$-JT_LT-*9UCY1M(1)$YU")?(OC19R$64%@8$M31RW? M+&>?[.P(YEU.`X#@5?Y@[R/;QPCD*R8>N6D^U0 MU1L+8Z4[7:[;X6:VFS;!&=ME/@21O>/YR?H6!<:6J)%9K*(P/*G6Z'0ZW"4ZE4Z$C*U5*I6HQG"UZN5Z%9I,(F%A8E@D M@RCHR.9($2112(4B9"@```!R-.2@)R/O&+,HTQX6)R)AS*,`FY"JY+Q]-BFJ$?8 M8,[M5,Z2I%F,FP7<,'R+ABZ<-U"691R@]BMCM=VS.J;BX?LV2HE@9E&1VT^J M=`M&2ZK;&A3@Q+.Y3U^JK*]D2NT%%1\BC#R:]FI7K"5KJRT3,.", MW:$BS:N&CLP(K$(I[WD6671*CA3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.` MX#@.`X&/Q4S$ M2#=)Y'OVJB+V/?().6RJ2Z2:A1B755#:]I,J:=7&2PCC_)$'W%7L&Y,#'`[* M0M,IN]C**.PCRP=7NEHQQ2,B4:SQAO,*9M8LD?$%R=-0`?3$JZ4! M-O),X]0$D_'Z!,!.1J6]$N^%.`X$$^Z+^;4[@G0W@_Z%FSWO^HAY?_,O=/JG M4/2'@]WT>GT<35-WQOHU?O92,"XSP'G[*F-\8Q MV/I8MTS$U"DSA;\Q8O5)91'^V0,V**'@'T]#T.I.O6OL!@^3L=!R[CR&'6EQ`6ZSYA5L(-:;(2[N;FB M*)`S%,I8U(Q0$5NA:YV\??\`9V-'(Z'`0CG[-RF9%RT>LG::K9TV<(G$ATU"F(-N^-K_59)Q!7C&M M_A6[IZ2#NU)L3)=D_;`JJGYB8*HJ*MU$EE(TS/P'`C8(UXSG2-F\$X@V)QJ6:)C[-V.:CE"EEL<>G$SY:S=8 M5G/PP3,8DZ?)Q\D#!Z3SD2K*@F?J`&-TZ\C4X\68^`X#@.`X#@.`X#@.!$N\ M;Q:UX]O5MQM8K=<'%QHCZ,B[A&U+"N<"W!T*R:#I,3E+X@#A+9'"9?N1ZAU^)E)Z>NF2H2#A(][+S,U+ZT[.QL3$ M142$G*2+S#B+-A'L&B)U5EE3D323*)C&`H"/+A.Z/6E.YAIO"$A5)J_Y M`AT[+,QE8?1+*S4NDV4,U:H"HNX!,PID-X1X MP=T?:_*&:L_L@RU]%S:;[3'&#NC,>%=E<,["JW)KBBT2,U(8]>PL?=(:=I-] MQ_/UYS8XP9F`%]7\B5BJ37JLQ%E%9LN1N=!4A1\)Q$H@$67+.W"G`<",&4-Q M]>\.WQUC*\VRS)WIA7(&VR5?J6)LP9)7BJ]:'L_'UV1EW6-Z%;(^)":=U:1* MV3,KJZL4;ICNFWIW)-Z;AK$*AVSAE"YHRO$PK]VM.N M!,:H5XA'S=!60?1JKRLBOU5G$U3=\;Z-6/ MV3"8THF<^[MK:0T79&ATU#"&NB-^9;*WO'U\L,E8\J]681E<" M(\)#-W2:SCS^H@<"^@;6=N,W&C>%Y&S@=:3OIF_7.(]H3RWB>[:FPN3MA+1W M%]*_DWVKDLQ9(ITWAB&2#5Y-I6H?#=8>%QO?F[%2.D#>O3*9W2XRI@,!0;(\ MUR1+%P[_)^'\E1;%^W1:^:\7I[9P81,=<_":7U68\*J>Q5@B> MV+R#M;<[;L_MW5E*UM-D+'-;K&-<[SM+I->J-6K=$&)C(:KLF2S!EX5WZZRJ MA0\U958PF,("`!6<9YUF[YA;'[[S?/Z3MB_6GC)V^=1>S+K'8:1GW3S'<#N' MO*E6LT7_`"W7KTBYV.FW3IY&5#`U_O\`!IL'BL0*\6JWLM=;*G.B)3*IE,F? MQ$,(<)9QQFI0_,+8_?>;Y_2=L7ZT\97M\Z?,+8_?>;Y_2=L7ZT\9.WSI\PMC M]]YOG])VQ?K3QD[?.GS"V/WWF^?TG;%^M/&3M\Z?,+8_?>;Y_2=L7ZT\9.WS MI\PMC]]YOG])VQ?K3QD[?.GS"V/WWF^?TG;%^M/&3M\Z?,+8_?>;Y_2=L7ZT M\9.WSI\PMC]]YOG])VQ?K3QD[?.GS"V/WWF^?TG;%^M/&3M\Z?,+8_?>;Y_2 M=L7ZT\9.WSK'EP[;,Y9'[5W`]QSN9XZ;-V?JRT54=@J')L7Z_G**_"+I;(F% M[W*IN_+."7A0(,H8%/5D2+'.J1-(`.83`(BNJ[? MC%B7(TR/GNCT_3Y4O+U6I\C2!V`_NY>X%_>&I/\F-MX2:U/'A3@.!"W%_W M>&W_`/$-IA^Z#;'EY,SY5(C,X],/98'KX>F-;V/B_2Z5>5'KZ>@>CD:JCW+[ MRRU;L/:(O*DNQJ]KA*OV:/@5:<9C(L(610SOJ`AX))B[B7YG1&Z8G3,11DH/ MC]U,!#T7FQ_2>S8,Y&T-JO\`G!LY_@;:I_RV[E\O)G^WLF3R-*+=!^X+V]:7 MAVV7S*.\^GM6SAL!FG*VO$U3=\;Z-;KV8V; MS;.;(;>JYP[?N,.WK,-==]=F]>HF+M<[_KA'9/A/C_F6L[+;;EN6L>7"%K-E*WU!]<:/<\3%(E+[CU1%HW@SF;1LRR2(#@IO"`N5!4 MTY77AU=B1S+JM$"VO.;\; M4B9?P$Y&+-WL7+)PEB<@@L0WO%!`3%,7J443=HI8TT[0.J.X8;@90V`MFUMR MOM?[AV[>)VU@:;%A5I%K#,$RKNBMB+.E1,HJ) MC#UY:SMDN<]4S/\`-U.W%_Z3;GZ;NT/VR^1K$Z)+ZF]H'3'2_+R.<\-Q^:WN M1&=6L%/C)#*.Q6:,MQ<1#VE:)5GC15>O]SG81G(R!85NF9T5#SRI%$I3`!AZ MC$Y+0.%4-9UVQOND6F?<8V/QC#5J?N]0[@9*W!Q=OCG\M`++92R7KKBI=5[' MQMBJCMP+5K=#JI])!N4BA"F-XRE%,]9MQ+?-^Y%R5WU2S%F^S]K)WB>C MA$RN4$\1XYVAESUH[^M[V[V:Z%LF)<<9`>1=YF,?T39G%5*D,O7,LK;8ZH$74:-W4F1-<5!*H"8``#.E\TVZ9W1]-LD1498L<6K,61* MC,+2;6/NU#U.VRM])7>0DC*P\RR+:Z_A*0@_78F8A5VCE+SO&@Y`$C@!S`'& M%[H^\MW&=;D9UM`C%;/JF>$PAH[NBM7&X>!8_DNYU/`8Q[9P/D]/`8X&\ M1R![I@Y,+W1[#CN(:W-R%/ZCLJOXG0-/"UTFW-<'*(L3/O6#D3P()BL@`/*% M;^P]8$$NOC'IQ@[H\JG<+UO3:2#L6NQYPCS.RBV3TKW)4>O?4R^(1C&A,#"M M($<^X@*0&!8?07KRX3NCQ'[B&MY)5G$^H;*G,]9+/0DD])MS%(5J"(]/57\L M7`PLV4@K_J$%#`HX/VB>,'=#Y_>N'^OSW]#O<'[1/&#NA\_O7#_7Y[^AWN#]HGC!W0^?WKA_K\ M]_0[W!^T3Q@[H?/[UP_U^>_H=[@_:)XP=T/G]ZX?Z_/?T.]P?M$\8.Z'S^]< M/]?GOZ'>X/VB>,'='Z7?G7$YBE*;/@F,(%*`:=[@]1,(]``/^8GW1$>,'=$> M.S;%23/3.5G7K%VQC\A;;[WY.JH2#5S&R#REY`W*S?9:K(OX:11:S$"]?PSY M)15@_0;/V9S"DX125*8@*;-/=:IR-'`JVP0J";P^'H.*+84.OB$"_V0A[O!=*CWO;%R4M6>WDTC/#ZRAO]J7)K M>-5)(/@Z%C[?+R_0RJ2Q3'^"F*WA*``8YNA2F*80,%2\O59OR-(&X#^[E[@7 M]X:D_P`F%MX2:U/+A3@.!"W%_P!WAN!_$-IA^Z#;+EY,SY5(3-A@+AG+AC!X MBEQC?3"4!$!$`JLJ(AU#TAU#D:NBH[(C"\M.SUH5&5.1*OD)JOV>F<3*H-(1 MJ1>>;Y^U.27>HL9)N,`V(OX%3%242\@@&\(%#H'+S8_K/9=_R-H;5?\`.#9S M_`VU3_EMW+Y>3/\`;V3)Y&D47>AVCC]TZ?/M,]47CUZY=9=RY<*F44.<1,HZ5:E"(_HCKCAT1 M_<;P8G1KE]X?2[%,%MKJ3(X)Q;@+#4'C6#IF6+?!U/&\#13VA>%W"US;Q\C$ MH8_B:^I(7"$125(S5?KG8-DG2AU6[@WE^58QNDEF&W3R.AP'`@[W-B.E.W)O MHDQ/Y3]73O9!)@KU$OE/U,0VXC)7Q`4XE\IT8ANO0>G3KT'B:IN^-]%`WL\> M,>X!BO:S;"&[AFR##9+(LGK3KU+X[G&6?4<_FJ5"-DC-35:`<3"2J@U++"=57=@_ MEJ8E?<\62P-JK8'Z#9&*>3L6S>)^>HP4,/+6,/B`JILT]US_`"-G`<#5 M_P"YJV<.^UWW-T&J"CE<>YAB98J")?&JH1GM#J`]<>60/?*'(V;G,!0ZF-TZ M``B(`-FK&[CMOJY[W"N[5VU=N--=B=2,`[?XHRGFG9C&"F$J32*E-`A.FTI5VN-1Q_%3[F>E6CU^S7;QT8N97R@#Q<+;,*TZ/I19)WMH=N+1 M?%*Z>76=8WG[@>+5['#W^E4"SVS'6.;%M>JI>\99);,LIT6G7F41@F+]@\3) M*(MVRZZ)%07$JI#/'$QUJUSMHXQ[EF@>KS?7JP:.8=R))-\LYNR0-AH&T=#Q ME4"-,L9/LE_8PT'12XO?-:RT@FLZ5H#1L?U1'RO"@`)`4H."SNG#"?\`\X;N M)?T<5.^F_0_M1\<%SNZ'SANXE_1Q4[Z;]#^U'QP,[NA\X;N)?T<5.^F_0_M1 M\<#.[H?.&[B7]'%3OIOT/[4?'`SNZ'SANXE_1Q4[Z;]#^U'QP,[NA\X;N)?T M<5.^F_0_M1\<#.[H?.&[B7]'%3OIOT/[4?'`SNZ'SANXE_1Q4[Z;]#^U'QP, M[NA\X;N)?T<5.^F_0_M1\<#.[H_0V&[B/4.O;BIX!U#J(;O4(1`.OI$`'$@` M(@'Z'4.O'`SNZ?=S/Y>-S?O"E?I08E_6[@S>A\O&YOWA2OTH,2?K=P9O1^ES MQN8)B@;0Q4I1$`$WSG\2CX0$?2/0([J/0.1GO'<`6KS-BRM MM#:[+`%D49<8JSV;:+,DS/QYY5L86V!K"83;,JD M6KXFC92RMW,HR>N7!7BB96B0-!(S)81M*/$ MEVD/?W\+.M?S.M4>$FM]7"^ZNGN.5+R]5A/(T@;@/[N7N!?WAJ3_)A;>$FM8UV9[@V4 ML(93]B:_A/%E+ROEW*=?S7K9B6ET*%NQ;^[9-Y;Y;\FT232R[(9:SI@3*>KV3M5LRX(JF'L@3E.R#=\09%:SU$S>;(#:E6"$M&&KO=J^" MII#&_BOO\`^Y26Y%NBM6=_-E=OG_*WM#?S@=6>7FS_`%GLMZY&T-JO^<&SG^!M MJG_+;N7R\F?[>R9/(T3D0E)T"MR`Q.0R)A\:WB2ZARQC=JV->1LX#@09[GA&JG;=WZ3 M?+*-F*NFNRZ;YRBB#E9LQ4PY<2/'*+83I@Y6;MC&.1,3%\PQ0+U#KU!-4W?& M^C59]DKHNH5"S_O$PTZS[E38*G2&%]=WMQL&5\',\$RU?M!+KF1%K#14$RON M0"3TS7E:E[;;@6RAU#GVDV M:.\`XFZ)/!R(X`Z1/$W0`"`D!!]`JAU$??C[A;=6=GQ7^[.=LJET"J5:D4J%R?L:A%5:I0+&MP4.F;5O+#@J$/"PC-G"QS51=RL MHH0B:?B4/X@`1$X\J76+%N1HX#@.`X#@.`X#@.`X#@.`X$)NWE]RM6/XT=F? MYSN8N$FB;/"G`X.+@3T17L<91JU9KBCK&,O@^O6ZGNE;C/W6/FZIB2;<-$F;B7=0 MCRQJWV-L^ZD8NV"Q?C;*^O(+0B`5V8JS/(UFCWSX7"<[9`>R16[9JP;G:,43(J,DVV-FMHAZ MJT:M?%X_5FZ*'CZ=/%Y*94_%T]/3Q>'KR-O8X#@.`X$-M8/KQ[^_A9UK^9UJ MCPDUOJX1W6_S9V^OX)>=OY.Y[@NE>#<4`%OH/U]/_3:P0/\`HA0,GB'^D/*E MY>JP?D:0-P']W+W`O[PU)_DPMO"36H<]Q?M^[9;3-MOZ)A*ZX"KN-=S,(89Q M9=)C(DKE*$R)0I3$$OD.4:RM2-2(.8AI9A+*VYJ*I'2C_BOO_`.Y26Y%NBM6=_-E=OG_* MWM#?S@=6>7FS_6>RWKD;0VJ_YP;.?X&VJ?\`+;N7R\F?[>R9/(T[Y1L]\CHW+SF2T49.`:VDE(G13`F3L*G[KFB%0N.\5PQW-3.;,#7"Y( M:LFKE,Q_>VE\BXRNLGH0A!("T%()I+3"I5%2F=(%"N=SGAH[%OD=#@.!!+N4 M?A2IB0WNF'ENK.SXKZ^1LX#@5TY1[4FCF8LD7;+5VQQD8EXR M+-$L=R>TO9K:/&$+-3Y8J,A#S)Z?C/,U1IS.3=QL.V(X6;L$5')D@45$Z@F, M-RS=LO&N$(]F+M^-UDET:#G--9!5-9%0N[>[_B352.51-0O78H0\1#E`0_K< M9IV;61H;M?ZCUY&FMX5CL$P3QV_GY6A"7<_<=PO39*UQ\C$69_7';S/#EW%N MYZ)EW35T=-0!6;N%$Q]X80Y,KVQS[YBF$?V5[3_3?W*^WMP8GF?,4PC^RO:? MZ;^Y7V]N#$\SYBF$?V5[3_3?W*^WMP8GF?,4PC^RO:?Z;^Y7V]N#$\SYBF$? MV5[3_3?W*^WMP8GF?,4PC^RO:?Z;^Y7V]N#$\SYBF$?V5[3_`$W]ROM[<&)Y MGS%,(_LKVG^F_N5]O;@Q/,^8IA']E>T_TW]ROM[<&)YGS%,(_LKVG^F_N5]O M;@Q/,^8IA']E>T_TW]ROM[<&)YGS%,(_LKVG^F_N5]O;@Q/-Z4CH/A.0:':% MO&VT<)U&ZGK<7O1N4T>D!NY2<"FFN&=#^%)R"7EJAT]^D(HEW?W+#PB`]0$H_+OU#H/N<&)YI`XEQ/1,'8^K^+L:1+N$ MI=8"4&*82$_8K5(^?.34C8YE])62VRLY99N2EIV7%9 M&X#@.`X#@:E_M/\`DG.&-K!H`ZU]U7Q7N-?9]+;N,X.K4+VT]#X^X M[%ZX46T)ZFX.>3M.?99QQ4UJP\>4"$=N85]E&*KBBBU4(7U9(A4_ M]3Q=5VV3;)4^_GKZ:>\_Z6^LGU3_`&/_`)^L5^_]\)/>?^U?OO?AT]'Z/HY% MS.K\^>QIH('$-M]8^B?]F/R]8KZ$ZF`@>,?C7[WWX@'I_1]'!F=7[\]?34/$ M'SMM9.I2`H8/EZQ7[T@@40.;_P!J_000,'I]STAP9G6.91VR6NTP0BD3GS"T MH15DRD4CQV4Z,](I'R0+#'/R&;3JH'9/P;J>2J'O%?`;PB/0>@S'O)Y_P0LF M55+->)%4CF,0BB>2*<=,QR'.F'O(CSN4WZ_RFTKR62C,GF.R.U/AOP-CM4_?*`<2B0/2;H'!F,A5NUU>Y M1H3-0LD!:H(`,`B'I#A7W^ M`X#@0VU@^O'O[^%G6OYG6J/"36^KA'=;_-G;Z_@EYV_D[GN"Z5X=Q?[GT'_# M:P3^X#)_*EY>JP;D:0-P']W+W`O[PU)_DPMO"36IY<*T-_.!U9Y>;/\` M6>RWKD;0VJ_YP;.?X&VJ?\MNY?+R9_M[)D\C1P'`U;>]HKX.X/HFEY2!_/PE MET/-43\2R'E9EP8IU;*>(/*%7IX3^@?$3T>CEFCGN^4;27(Z'`<"#7<[>K1G M;?WYDVQTTW,9IMLK)M5%4TU4DW4?AVX/&ZBJ*Q3(K)$60*)B'`2&`!`P"`B' M$U3=\;Z-9OV73;W;_+&MFLG?>S3DU/ M=#"=&@<>]S?3>#3TUM&4+;"YGRFE(JZOKOK?0<9H5]>D66(\=G6`7+F21?`, M>\!)/WA04TY69N?-V2O,NIP'`KY[IDXVK&CN6+(\9S$@SK]JP%-NF%=AI*QS M[UO%[%XF?+-(.O0S9Y,3LNX30$C9FU15MWG@3`I@6(50`*'7T=.6ZIL^ M*X_D:.`X#@.`X#@.`X#@.!_)CD+T\1BEZ^YXC`'7^MU'T\#\\U/_`-(3_P`L MO_CX'Z4Y#?V)RFZ>[X3`/3_2'@?UP'`U?UJV=QAJ3DR/4VQ62RKE;/CC7.">0-D@,(4"9H+"^-6[E=_+7=*WE9A$` M0Q9!L*Q3`)2B'+&-VOM^S$FF6K%*RMJEJ%1:]CO9?8:VZ[X@UGM.0K-A'$_: MV@<6TC,!\31T[!8^:Y!V)Q/3+EF,C"EVQK)N$#N;$R(QDV!G[HST_E)JFV<. M?V30K&A^([!?;#A[,-*V@UVE=P#6Z.CY._X8[2MD@[W/UK$#6'LM4ITSA#"6 M1G^*;"CB:GK2+:7'C@F*[[-V&7LCC*47RYV>,/ MAMNR9@5I'4N*1RU?09T#)E@R[6P/@K0Q1,*[-U=.;SKSLC1H#4ZIYOV.R]G;$5IM=\K=-P MMVB(6*@Z5@::K]5J\^SB\\:_4"K13MI8R:94P>""3=`Z2,[I9I M^$%OF,]P*,;XBC*AH3NE7(3"+U2;HS![&]B.S/!LDG6+%6;/(V>9>UQD\ND/ M.$M\DX2B9<'S-@HJAY?C49MUBW@SC=TOV>E(:2]SL*'F2E5W1[:7S,RIY,D) M8+-2>Q`2,-<,E5I>!4L)3@X&-W3]& MTIVY->\CZ_TG/H9'QMC_``ZMEK89?*-2Q;C:P1]E@*54$L%X+Q>A&KR,16:I M#EE'M@QG(OE4VK8R92.R&,JHH900RZR86)<*3,^52"S?\`66R]_%?? M_P!RDMR+=%:L[^;*[?/^5O:&_G`ZL\O-G^L]EO7(VAM5_P`X-G/\#;5/^6W< MOEY,_P!O9,GD:.`X&K1WM_SA>AG\2>8OY8<&(]F]PR[KY'@LHWF=UEU6B\?V.!V!QQL2W98QQW:\R4^! MK'QIQI;;A%036N'0,@VCEUTUBI]3@40$3#:SMX<&YKR-G`ZXO[XO>YMIPIKUBH5A`;C M-QB\+F''DFC(PP.SIM!EV*C4%6WFF*EYY"^,0+U'EFK.[XL3]@!P9WVF]6G9 ME%5C.R99=&6<>'UA8SG->1%S+./`(D\]45/$?PB(>(1Z>CBZFSXQ76;L23M$R19:6CB6W9WA74O\+VJ,@8ZQ1-2- M/5Z%8-W:\-%R"BIZQPPV2,35W7JO[5=J&4PQ5\!8[RS;,99^7V*KN'?DO;V) M22-K=6I*K;P>WP7;C(F1\:8Q2E]H5&$[C'"]1SO.NK8,)A).,B MWE+NEQI$4A%*QYW:IWQ'2BZ"R*9"I&*H#7VW4"">4W'A;K%I?(T<"O[>IX]P\XP;NFV21$@E\8'-\ MGL[X2"3_`%8&'T=/T?1I`W`?WN1M#:K_G!LY_@;:I_RV[E\O)G^WLF3R-'`<#5H[V_YPO0S^)/,7\L.#.6 M:.>[Y1M+\CH)JF[XWT:P7LJ.*--<2[![MQFE&TMOVPH,YA?7V7M MUPN>`[)@61J%F3ON:V4;5FL79'KU:S(.H-(KI5\@)$06ZI].I>6L[=;Q;L?( MV<#K:MYLVJU[OC9VPFEIMB&W_'+NO:-S:V[@H&,F]Z3+@4Q`RJ8AIRNON[)7F74X#@51=\;\U)N9_%_7/Y2J1RS M5G=\:Q_[/E^:.U,_XOR?_+'D#BZFSXKG>1HX#@.`X#@.`X#@.`X&-[3AS$-Y ME2SUVQ7C>X3A&Z+0DS::/6+!*D:MS'.W;%D9:+=O"MT#J&$A`/X2B81``ZCP MF)=7P`UPUY`51#`V&`%<3"L(8NH_583@(&%4?@/ZH)@'T]>O7@Q'WJIAK$%$ ME!G*/BK&U-FA;*LAF*I1JQ7I06:YDSKM!D(B+9NQ;+&2*)T_'X#"4.H>@.#$ MFC)/"G`AVN*;3D M_*.)HUG/NH7";EE;263$DE%V=RZBF3-RW*T4.9HH#LQSE\::9BV,;\9F?&B= MW;BI^IDWH9IED2`VQ?ZI72[ZGZZ!DJK8FV+H520EY&L8JKE?JZ%S@+VUM!5+ M;2JJU;P8R0-V!69"XRS_H*G)L=?Z;/[0Z@^OKR4)KC'3M:B,\:U1J_K#R2K M^ODM<'U=JF6,0LU0$T939R6C)F"*J+>*DGC,C.);75GCMTT9.;]R_2)J^AH* M_P">*Y@RX33UC$HT/8UC.Z^W5G.2$:>61@W\!EV+J#E&2!@BHIT(*B1BIF$A MS%#KR87NB6..\IXQR]!+6C$^1J'D^M-I)Q#.+%CNWU^ZP2$PS1:N7<2M+UJ0 MDX]*2:MWJ*BB!E`5(18AC%`#%$2YSHYYP'`<"&VL'UX]_?PLZU_,ZU1X2:WU M<.[J2QV_;6WM<)B8%&^J><%TQ(/A."B-`G%2"0W0WA.!BAT'H/0?T.6:IN^- M>ON4H98FABQQ,)U=WL&*'$P^(PF/0LH&,)C="]3"(^D>@<%Y>JP+D:0-P']W M+W`O[PU)_DPMO"36IY<*+HY_G2)2:$(9-XU35C2 M-VI>I@105`E<\\>'7QSZ>3L-N1T.`X%3O?,70;=I_=!PY62;H(X\KJBJZZA4 MDDB%R52!,=10XE(0H!^B(\LU9W?&L?\`L]BZ+GM$ZE+MU4UT3Q^4?`JBQ,N]L-RB'D[(35C&*4?NQ.<$DE''E) M%`B8":LRV_5)OYOVWOW_`/;/HXX!_>]R+B]4=LB0^Z=+V'UMPRTWFF7D1FV- MS@^FYASKK@PLG#GQ=6:Q-0Y(@J,(1H))!U.J%=>>FJ(ID*"?ECU,-3CG"1/S M?MO?O_[9]''`/[WN1<7J?-^V]^__`+9]''`/[WN#%ZGS?MO?O_[9]''`/[WN M#%ZOY)K[N`!>BG(X]2:W8"3+X!.84R^$8%0?$1,0`1Z^^$!'H'7H`Q M>K^_F_;>??\`]L^CE@'][W!B]7"9C6WN`.'OF0/1GT'\/_`+^..!C= MU/FS]QG^D\C/H/X?_?QQP,;NI\V?N,_TGD9]!_#_`._CC@8W=3YL_<9_I/(S MZ#^'_P!_''`QNZGS9^XS_2>1GT'\/_OXXX&-W5]2%UU[AD9)(/9#N0UVQ-$@ M5!6(D])\:M63H5$CID%9>#R3$R9!0.8#E\MP0!,4`-XB]0%P,;NKG/R/[T?? MK8Q^AZS^WWR+B]7Z&']Y^H==UL9"'Z(!I\S`>GZ/0?EZ'IP8O5S?3')E^R[K MI3+OE"1@IB^*6#*=6L4Q6H!:K0DPXQWER]8\:R[*NKS%@4AAE(^K(KJM_77! M4UE#@4XEZ``FB4?"G`\==6=P"4[,7EN MT>L6IA!TO$I!U,DFW325-DZKD-F:OK-E&H=KK:'&.N4!C&(,TU&`M;ZWQL_#245(0$76PMXU(7C!44@<.W#4''USM=YJF]^?O5Y_*&1%9" M`R-?+)N^O5HTTY?B0SQ9463%?3EPS/1C[4>XN9^D]Q MUYE38C+%NK]/U:GLD89R+8][MBJI-X3S>TQ+(S<7AVO5F5D<9EOMD?>O%EY! MS'2EPC(>0B2(>L)!((-$A,<<].K95L+*YR?9S?AFH'$_E,G;6=N,D/+*=&;E MG62/FM+!L%>R[BQ'=&7<`8154.8WB'Q=>3FW_`%\\,?\`:'L<=;Z[ MN]9(JFVC'S&5W8.HC4+I534FT1`MM/=06*@2U8.)CQAWJK47"74?JR"I%?\` M5\4VW.?5;QR-'`<"&VL'UX]_?PLZU_,ZU1X2:WU?`[G+8KWMX;J,3F$A'NM6 M7&1SE#J8A'=.E&YCE#J'4Q2J=0](>GB:F[2O1W;1*V>Z--RB)BM]ZL*HE,/N MF*E2,II@(_U1`O*EY>J>W(T@;@/[N7N!?WAJ3_)A;>$FM3RX4X#@02P[+L'_ M`'!-X8YJ\%P[@L*:1LY-N*+A,&+AXYVCE$$055^HN`69/4U?$E[TOC\(^^`W M+R9GRJ3N;_K+9>_BOO\`^Y26Y%NBM6=_-E=OG_*WM#?S@=6>7FS_`%GLMZY& MT-JO^<&SG^!MJG_+;N7R\F?[>R9/(T1:L?"'S+@H'SZ)2:0TL65E$$1,9)JJ=FDJ8`*9=,!\06:.>[Y1M8X!DS:#;JW]QC`D#K9EF/U]UUK./:/&8+98&=6O')ED%"Z=&P?DIY,3]2-.:V,5+P3/"'3&$4BG%.W#[X-6ZNS M%:BD'U10O-Q\M8V<_6K8N M1M5=O5L#A'6;:S0W*FP64Z1AW'3)AMA#N+ED"?8UR!++R6/:*K'Q2;Y^HFFO M)ODV2QD6Y/$JJ"1Q*4?"/2LVR66O.7O;]I`X`8G<*U<4*/N'3R=#J$-T'H/A M.0QBFZ"'3T#[O&*=VWJY75.\#VM[O(HQ59WYU;D'[AZQCD4%GN&*40_2Y%S.KV_G_:(_?J:F_2*Q#^^_@S.I\_ M[1'[]34WZ16(?WW\&9U/G_:(_?J:F_2*Q#^^_@S.I\_[1'[]34WZ16(?WW\& M9U/G_:(_?J:F_2*Q#^^_@S.I\_[1'[]34WZ16(?WW\&9U/G_`&B/WZFIOTBL M0_OOX,SJ?/\`M$?OU-3?I%8A_??P9G4^?]HC]^IJ;](K$/[[^#,ZGS_M$?OU M-3?I%8A_??P9G5^AO[HD(@`;IZF]1$`#_I%8A]T?0'_]X<&9U<,[;,S$6+3Z MAV"ORL=.P,[?]BIF$FX=ZVDXB9B)39/+KZ,E8J29*K,Y"-D62Y%D%TCG252. M4Q3"40'BFW1.KA3@.`X#@:?_`+5SC1IE0_;[KCS;[&&E*3>4V@E0RYEFPY.K M-;D#MHG!S<*8VD<3UBUV09:6!V+E--1!-H9-DH)U0."9#V,;M8XYV-,=]R/2 M35VFS6+-&,:;58QSGA/$=IK.6*YM_0L2KVLJMOS;DMG:'U?NV/7<^L,Q61[I>Q2\G+H&\]ZY09IMTE"B(G.42%XWES7= M\C;Q+H(.D%FSE%)PV<)*(.&ZZ9%4%T%2"FJBLDH!DU4E4S"4Q3`(&`>@\#$1 M==]?RD%,N#,.E3,8IS$+C*E`0QR>DIQ*$)X1,4?<'W0X3$4Z1W:9[<>V^V>^ M-TV(U(Q9DBR4K..)Z+4WSM"<@4*_4FVHFN=G1@XN+J8 M==T0XNS):U9H=FE$]BMDG2CL\+C*V M.XQ&2:OY/DV;O M/?W\+.M?S.M4>$FM]7R>Y9^;]W'_!VRC^Y:0X+I7SM MY/\`"ND7X>&&OW&95Y4O+U3PY&D#7"G`<"MO7C M\Y9W)?XL-!_W,["T-_. M!U9Y>;/]9[+>N1M#:K_G!LY_@;:I_P`MNY?+R9_M[)D\C1P'`U:.]O\`G"]# M/XD\Q?RPX,Y9HY[OE&TOR.AP'`@[W-BJG[<>^A$'J<:N?3O9$B$FLN=JC&+G MQ!;BHR:SI(#*M$8]406.J4!,D4@F`.H!Q-4W?&^C7']F$A,K5+.VZT#F7>/$ MW<,M+_#FM4Q$YHQ5L-D79)ECJOM[AGA@;%$I;LDP4+)UYX^DCGEPC&H';B10 MJYNASCRUC9F7BW&N1T.!UDO<*MVJB/M!=XILSAW*;W;AUW0M*G]3S2PRW&,, M2Q-$+*ZRK.:_-X=6J#N5FY]2-0?HDD$IIJF0[A$XHF\DP*USNOOXY?EV;7(Z M'`<"%7<&^Y@F/XX]5/YUF%.$NGN_=#/K-Y$_#$WT_GJ9YX)I[IJ<*T M9];S=[_K5>XI_.'L?+6-G/UJV+D;:^W?#P;E78R^:(8JPQ`3\C>YBR;&OFUJ MI5>(>X- MTOW!<>Q2R+E1:U67"^M\Q$,E$$140;KL*#L-<;.HH]4#RTS(QZJ93B`J&(3J M8&%[O*LKH;6U55%-171+<%JH`YVUI7;F-Z/=(1< M^KR_.JJ/WC.WOT:(G]\G!GU?V3:JI>,GAT;V\(;Q%\)_FTQ)?`/4.AO$%DZE M\(^GK^AP9]7T>V?()R^FN.Y5&(DX!&3O&PLBE`S4>6)F81-[LAEMRG$2T611 M4D;)QI5017;@8P(JD,0!'IUX)HGCPIP'`^&M MG_@\-4!Q:7)GQU^!<)_!/K@Y=`:O\5_@KU[UGP?VWZQY'@]YYG+'/_[//3'[ M-@'M$?!7Y+CM^?`/PC\`?-&P5\`?#'JWPQ\!?)]"?`WPQZG_`&E\+_!GE>M> M3]1\_P`?@]YTXNK6WXQ8KR-'`V,U#7.\Y$B9[<24?1]YR9 M#N:[?[(DSUDU@A%G%G@'%*QV$4XCGL2JQ;$)#,BJL&J"H@J90RZMJ;=/=/SEGR9/(T.'+B#Y1FDL9 M-%5V1J)Q2*]KC1VV['W/#IL9ZSHW M>4VBH^)J)>FF3CV3.IV.^"O6@4\EP+/IT5\/+R<[\L2O4X>LU;9;$$[/RJC2-;/)!RE&Q+!98R:"*JQBD$ M"$,;H`HF[1XNV?=J]DO6.4R+47#YW4[YL]NY;ZP\DH:8KK][7[!N-G.3AWKJ M"L#&,G8A1ZP<)J@@\;(."%.'C(4?1Q3;HG_PIP'`J=[1GUO-WO\`K5>XI_.' ML?+6-G/UJV+D;0.SQ]W7H'_D_M[^X''G+R9ORB>/(T81.V579JK-5CHF'PB9, MYB"(>@1#A)HG'PIP'`]HP>&+!7+4G(0IT2M"+JK*,B$?G*HF)S)F)8QNSF8\?HO5[1ZA MUNU_H&LI#HUQ1;4W""RE<;(NFS:N'5H<,H>O-FS\ZK]LW@S&%HFFN8RZ9$0* MH83@8175=OQBQ#D:.`X#@0CU@^Z)[C/X3V+_`.9-JMRLS6^OXCGV[8]-,-NA M_2UASX/I]/N8IMGZ`=!Y%NE0E[-TRZL.$]AIE[E5WFYR]VNLQU,H/J,VQLZM M'E80P(W3,I26<;$MX,(9-((\H%;IBX(T!/?W M\+.M?S.M4>$FM]7R>Y9^;]W'_!VRC^Y:0X+I7SMY/\*Z1?AX8:_<9E7E2\O5 M/#D:0-P']W+W`O[PU)_DPMO"36IY<*/SEGN1M#:K_G! MLY_@;:I_RV[E\O)G^WLF3R-'`<#5H[V_YPO0S^)/,7\L.#.6:.>[Y1M+\CH< M!P(-]SE=-KVX-]W2K1*01:Z<;*.EH]?Q^1((ML/7!96/7\KHKY#Y,@I'\/0W MA./3T].$NE]&LK[*'FC'^=\M;V6W%&I^*-)JA"8WUGKTOA[%\[D2;;7.S.+1 MG^9)DU\IDZ2F9]%5".=_!7@;N`9$323`J8&ZF&UG;JW3N1LX'7<=P?'VYRO= MTO.0X[:V#9:3(=U_3!C,ZDFVG]2G)2\?'S61@%N3U1^&0+*)?&=9M(?"GJ8F M\M`7G7HEX^:Y.5^7"\_'-V(_,NIP'`JC[XGH[4VY0AZ!"@5KH/\`^DNC\LU9 MW_%SOM._<657^-W9S^%.`X%?%9[>-5Q[*Y->XIV2VNQ1$Y9S#D MS.UIJ-)OU!"LIY%R[9'-LO,E$(V7%EDEF+*3FW1U2-A>*)(`/A3``Z]28PB[4FW12PNFS7XDO`83"(PYC\S>S??N;M?M^Q%]H_@QZ MGS-[-]^YNU^W[$7VC^#'J?,WLWW[F[7[?L1?:/X,>I\S>S??N;M?M^Q%]H_@ MQZGS-[-]^YNU^W[$7VC^#'JXW:M(X/58Q M<&_JT"P'4"5:,12:HHKBB_L.I\K,+^MN$SKF\YPIX#*"4GA(!2AT)V*KTD$D'=AWSGA!E(LO@^S5_2R3BO]\62['UP6B&I;!07\?Y_G M-5/,\*3@A#B4X`)19.V]:RA!:M['048QC`[C.RTT#!BQ8A(V+%^G4C*O08MB M-O7)%XAK:Q(YD'OE^8X4!,@**B)@*7KTY%Q>K..M6!*YK%A*CX/JD]9+3#TI M*>.%EMZD0I9)Z5M-HF[E89>5"`B8D+!872H(M&;9L@F8J::92E`."3$P MSIPIP'`4[! M'#.Y#=7BS^JD$SA04P.4OA3.8MC.[5;5VHDI]#MIZ+M[8N+JV-]7\ M/H6QV+A!X+JU(TZ,2LCH7C41:O!<395SBLD(IJ^+Q$]Z(<74V_&+`^1HX#@. M!"/6#[HGN,_A/8O_`)DVJW*S-;Z_B.>[N>C3#;L>H!_T8,^^D?<#_FIMGI'^ MH'(MTJ&?:"N*]\Q1LO97.1:#EQ=YMI.IGR5BN&4@LN4ZA)J(,TUG!DVZ)W:I03`ZABI MD$W4P@4!'B&[2JEW_="/N3L?K!@)MJQEK$5AQ+NQCI_E:5O5QQ2^8T24A4M53$1-<,]V;CS;)?(V@=@,/\` MIR]P'^JPU)$/ZO\`S8VT/1_HAPDUJ>/"G`<"MS7@!_*5]R4>GH'&&A``/Z'4 M*QL)U#K^F'7EY,SY5-7-@%-AG+A3'!,IL8WT#'$#&`A1JLL`G$I0$P@4/3T` M!'D:K63QUW(I3+.$M'M-5-5\HTZW43)?;"CLA6J8O&)9&#I,#3C:ZY'1#:K_G!LY_@;:I_ MRV[E\O)G^WLF3R-'`<#5H[V_YPO0S^)/,7\L.#.6:.>[Y1M+\CH9\(^5X?,^I]?[+WO7B: MIN^-47>SXN^YFOLGN03NZ(6XNT?R$ZPGQ8M=&F*6\M\W\MZV+*LDB;#94ZSZ M@.1C/#$!Z7X0%3QB`^5RI,YXMJWD:.!UGO<3H6H*W?VLF0'F?LG,]R&W<^TV MCX_7M/":3S%TG3#676QFC8%4*)C+$$+'/?,^F/V;`G M:(;Q[/M<=OQG$2)IB(9ZC8):1$R9FK'&F(EKCZ$0C)*]DK*_O.,,E.Y3:Z>,M=\-` MJ7&DZ+7`VOC$AZP5:U794$V";8&KKK*.O[>06]*8?4B6IM\^JUWD:.`X%5&. M]2\"YRV)WUN&3:C,SMA;;.4^"1>Q^1\GU)`L6PU!U=X;R*TP-(ZVXZN57N.%YB]VUSG7;G:6LUZ M?C'=TC4FD[!6#*$K-I2+EX[9$C@22C6BRBA#HD5.F2XBHK7S8K4[ M-V1W]8OG9KC]5&&M9E&&&O#4DL?8MLB3E49:W3,[,"0Z;1,"IBX\HGA] MZ4!$W6+-:LVX4X#@4VUW7+#N?^Y9W`S95K4Q/JU7%VC9(8T;D#(U/2;I2]:S MN=V55G2K9763Q4QV!!!59-1;I[WQ>$"@%Y,XSNK'>[&+]1]5Y'$U=)@>!L#7 M++;)!Y>/F-.VGV$R14),^/KA*5EO9ZMLD_4VB9120421$P>,2"<1,+D3AN]EDG(T@<35-WQOHUHO9.<38_PID#?6H8QVOQ_NK79BEZM M661R_C&)R5"URH399;82+#&LDTRW`5JT+39F+]Q')NMR/?TM6+G>H;Y]LRX[H.F$K'[CAG;(39A$U?XQ:W MO@I1L!(P9\2KMT69<*6UM>EHO!:D-- MN9Q^\8(K0K2)0?I*MP5*915=,WI`@ARQC=KX\DT/9[]UXW,FOT9J'(M30\]K M!KYJ?9\;Q3NHO*G+*ZX9AP?4[#C)6<&\5I&>8YG?T>C$[:=T1V^Q"27H$_#QMDILI(YG63[:66I%WC"\(PM<=Q%9K94- MV2)WJ'>S;Z39K/DRI>6FP35`/"X#HX&=WG]&'L+YD[F--E'E^F\:W&'O.R^5 M%KYLE&-^W5DR=@<2!4L)0V+J8ICTZ>Y3)Q;FL\GB>NINFYU%5FZTPZ7\T$FX M(@X&=T_X_K+VU_<6L^HNYT?FC&$[3U#T?8^L54H=OO+!(J:P\PI]G9P%]F[( MPW&E&U*F[K6U!<+-G#=Z6`6#JLFX*44S.!;NQQ_18#VGEIMSCO:%W8D\>MY= MUMM-G(QIAJ MF:T;)U^V7R=.(P!U$&*7?MQJE[V>4A1[<6MJ0G04`K+)O@6:N M&[UFX2'-&1C).F+YHHNSD&#I(040<(**(.$3%43.8ABF%5VZ.>X#^[E[@7]X M:D_R86WD6:U/+A3@.!6WKQ^I96S^=22A7Z$I%.R., MOVQP@+.3:O9%J_%N@J5%91-=0OK*2A?>B`D*ILT3.J_YP;.?X&VJ?\MNY?'( M_M[)D\C1P'`U:.]O^<+T,_B3S%_+#@SEFCGN^4;2_(Z'`<"#?>9X?%Z.O$U3=\;Z-9? MV3&3TR?9`WU)H=![*06'"T[6(;HVVNF<>V+(ZN249W85)HZK,IB:%AJ>A2G5 M-%H91JZ*:21D@5*4RC*[3^U`.6Y')99OBB#2*H_08%3<2N:\=-T5^BZ MR/P@*)Q\0-2>,Z_3P@0WN6]FR)IID*1,A"[ M)Y6`"D(4`*4H!^@`I5,=T)17;B5O476,WW^'R:-;RS@;)%SGH"QQF'\:8H<1Q;33]A\>Q[R$>IXR;O"",25=`S MI0@F5`I1X3%<1@V_=.5A8Q+(-5[L+J6754:'*HFS323*#A:;7"G`<"M^PX)VZQYMGL#L M%KXOKC9ZSL'1,!5Z7@,R3F3:O.U6:PBUR5&F4C5J34[7'S,78&=Z24`RIFRK M=5`Y?`W`)*=!+YB8+8D.!#^$ M>G4.@]..!_+R>KZGW&_X-.WY^WK.OVH>#%\GO-G'@`'I'C@?R\G(\`8MV/:9VRYG?8Q?"+"2N6*< M-8EJ56PI(7N<8LHO&5KS3<)2>LH6N.%'\P_RT5!NV;-/+019"8ZIS*@4D M62YS4TN%.!X'#ELT3%9TX0;(@(%%5PJFBF!C#T*43J&*7J8?<#KZ>!J>]]JX MM8+?3M^SK9%I,1KBIS=`D%4YR)BSQ[O)FQ^OM,AG[8)9=JA-^K2D@4YV310\ MBY135,U07\E;RK-'/=\HVR>1T.`X$'>YL91/MR;Z*(LDY-9/3O9%1",604=( MR:Q,06XZ,8NU2$%G2,@H`(G2(('4*<2E$!$.6:L[OC?1KY>S6Y=S_F_/VZ-K MV#T>P_H18J[A36&JPF+,/:Y6W5>)NT"I<-@9-O?Y?&]LHBF/%9V9ST:+9-=[44*QR;+N>ZU`GV_&$ MCDLN7;"Z^+N$X$V3X^+?UYK@[U*,C`+,N'#F;0?&B8Q1,HBX!)N:N=F;[^.7 MMJ[$WD=#@.!0S[2<8X=J'*8$,.*MB/<79W6RLP-EP'E MV]V!Y7<#Y+DJ+#V*;?QR^1>*,.0` MD\5E5:A7QVX6^&4K&[RD@F9QZZU]2]7_`-C7%4/!4S^*_<&_ASTV^BGF MW\;?QR^#B?%?N#?PYZ;?1 M3S;^.7P<3XK]P;^'/3;Z*>;?QR^#B?%?N#?PYZ;?13S;^.7P<3XK]P;^'/3; MZ*>;?QR^#B?%?N#?PYZ;?13S;^.7P<3XK]P;^'/3;Z*>;?QR^#B?%?N#?PYZ M;?13S;^.7P<3XK]P;^'/3;Z*>;?QR^#B?%?N#?PYZ;?13S;^.7P<3XK]P;^' M/3;Z*>;?QR^#B_HM6[@@F*!\Z:<%)X@\9BZHYL,8"]??"4H[FD`Q@#W`$0Z_ MIAP<7OZ)Y\N.SNJN+,V9!BJU"W6V!=HZRL::A*-:L,I2,C6^@+OH-E-R4S+, M(^6^*P.R-W#QVHW\[RQ65\/C,)N&7_9YIJ+J%]V[>72XU\I(W2KLRA,W!_8VIH.78#A,)RZ9FB"KLLBN&"K94`K=(--2Z[E,K=ZK#HK`_3C>>CEV$JCAG4B M-FZUD+.]4L.>\%]0#Y:,3=14\H`^4:G]15$/$"8?[\?[()1 MZ]/=Z<&8Y;5;[1KTF]5I-TJ=Q2C3HI2*E5L4/84V"CDJAVZ;T\0\=E:G7(D8 M2`<2B8"B(=>@\*Y9P(P[M@`Z8;=`/N#K#GP!]'7T?)3;.OH_1X2Z5$[M1UEE M3L>[0UF.QW3L4Q\1MS94&-$Q_P#!X5"&:*8*U^.LV+Y6:C)AL9=I+4V;DBF(`+-W:B(@<7$DV\HO#Y M&C@.!"#N9>M_DZ-[_@]T1C(?,_V-^#WRK@C1)A(?)';?47RKM3HFS29NO`J9 M8WO4BD$P^@.)JF[XWT4%^S:I;:*YLW;>[L[3X^W#R^GBG5EK3\H8YV#J.S<1 M5<:J6C8Y5Z[/OK/CMAJ"GC+XF8D+*1\M#MX9_ELUS^(@2 M)D%DA%J,OZN!A*V\SE<[KY_C+L-N1T.`X%#WM(_YJG)7\=VJ?\XS&_+-6-_Q M2S[/GH[<^NH>YT)ECT?_`*<:HZ#:T[.9,MN/[EDP M^3N^+NO@&I52C+P;>:?WG(^>\BN*P@!IY^Q;JED'E=%DBDCYKA9XZ0(4@@8Q MBW]G.7$O_P"52U1[I.?V4Q5XR^]J;<;#T?<;E5<>05PRG==9HVEJWB]3;2L4 MBM/I>HYCNKR*>6RRR#>/9+N&J;$7CA)-5=(5">*-Y8?LNS%)R;W#.T]GZUE; MX7@+)JWW/(Z2C,DV:K1XUB?@+[JA3Y.#D;$VEE:R[<%FJZY*BHW='(X3`#$] MT0"\F<_RE]5PYMD]="HJN39]PJ5N@X2:+KFRG1@11=K)JK(M551G?`FX520. M8I!$#&*0P@'0!Y&LQYTMBM?5U/)1SKAQ98/5^J263J2HI_;;8[QI[PDV)O[: M9I&53]'OTRB8.I0$>#,1Z$[:.DB+MG3:X5Y=NX05*!DUD%T MI$Z2R2A1ZE,41`0]SA7G^4O''[/Z3^VJ"_5_`?*7CC]G])_;5!?J_@/E+QQ^ MS^D_MJ@OU?P'REXX_9_2?VU07ZOX#Y2\./V?TG]M4%^ MK^`^4O''[/Z3^VJ"_5_`?*7CC]G])_;5!?J_@/E+QQ^S^D_MJ@OU?P'REXX_ M9_2?VU07ZOX'Z7)..CF*4M^I1C&$"E*6TP8F,81Z`4H`_$1$1'T!P()]HY,$ M^WW@H2JI+IKR>:WJ*R/F"BJW?[`94?-E$S*)I"H0Z#@H@%.`X#@.!I%>U,0>@HAJV M6?N8XA7GGM$E0:I`NH)I,3*\N@;(Y(@,O8JP#F?69GA!+*=?NY<33=(RG6LF MU$7V+8>,FI>G34?'5>DR-144JSM1S&*(M'C%0K%9%11NIZN1>-YY*U>Z. M-&U+I&..9S9;82ZXCQ8GCBG2.N>HM:L+B$P-D+!5)F,JU^W;42=T95ICD/'. M-9*T!"1UFB_$\*S.$>A@)=*P+VEZLRI. M,]G*K'8V:XA8PVW-H;M\=L9EM8&=>(K@[`+HWJLNT7/QI@Y\ MLX%.4Q0M3;PBUGD:.`X#@.`X#@.`X#@.`X#@.`X#@.!##/&<<@2F16>JNLAH M57/,S6V-QR)D6P-$IFD:P8HF)!Y$,,AVJ#!RW4MV1;@[C7S>DU4#)I2KM@Y> M2"S>+8KF7);RFKD6'=,L(XBF&-\=14IF'.*")@DMCLYNV>1\Y2KE=-9-ZJSM MS^.:LJ'%/`<'`(2J,H"O-B&\MLP13`"`))/5*WA3@.`X$">Z@JNEVTM^A1:> MN$4U`V&;/R>M%:';0SO%MG:SLFBE%^XJ_P#=S9E@9,L!C1X.)&6?FBS/'S2OQ;Q$D"G'JMCNCL512,9194 M%AKGQSY9\>,-^CD=#@.!4;WJJ_!VW43&U3L\2PGJS:=]>W'6K'!2K9)[%SE? MGMW<&14U#R;-N05/TTHE1J M\6S@JS5,D[-UJN0D>EY$?#0$#M'F>*AHE@@`B"#*-C6B2*)`]!$R``>YQ3;H MGUR-'`<#3>RF[AV&",8R-@=P;"OQOM<%@?SDA9A;A7(Z,:;4Y77=OIY1VJ@S M0C&J9?&JHLH1-,``QC``]S=KSYJ1# MX)FPM4*W&OY4-M!B=>HS*CD4)L&(1,HW*N*QF;@$/+\8D$"B(2-[M.'5KHY` MQAGC,>*>P=58,BU]V';:V]R&SNY M*";."PHFC9.P-)"M2,_5[ M1I.^R/8ZE"2MZN+^GT6PWL,>65*XR52H4JQBW#XLB^(Z\DQO./XC#R-3$UG% M,8N)^WJ4?$7MVUTIO>^^+VZW`#[P@ID](8?Z^\3$2A^D`]..)_'I]GN$QQH( MF0J:?;[B2$(4"D(3MZORD(4H=`*4I<1`!2@'N`''$_CT^S^_D[T'_H_HO_L] MI#[4?'$_CT^Q\G>@_P#1_1?_`&>TA]J/CB?QZ?8^3O0?^C^B_P#L]I#[4?'$ M_CT^Q\G>@_\`1_1?_9[2'VH^.)_'I]CY.]!_Z/Z+_P"SVD/M1\<3^/3['R=Z M#_T?T7_V>TA]J/CB?QZ?8^3O0?\`H_HO_L]I#[4?'$_CT^ST2TSM^'1=N"Z` M,A28KK-G/7MTSP*%6;B4%010-AD%W9`\8>$Z)5"'_P!28W0>CB?QZ?9CRTV7 MM=TBRMJE;-&W,5,.4$'7B:]JS,]FAF[5T"GD+N[+3]:+#7&P'%(P"0SL%4Q# MWY2]0ZN)_'I]GSDLA=I=5R=L&GB:8D`X^L+=I[89%H;P**)]".CZG@D<3>7X MB@`^^(("'H$..*_QZ?9[Z=S[39CD*GJ-&"H8Y2D`O:LS]XA.(@!0+TU2Z^(3 M>YQQ/X]/LD%VO#,#Z":RJ1"*;6%5HCM6!9I0SBN$CZ^K:;`I`QH0#Q%L[A1C MH.W5LA7-'9O9`LE)M#^I"90"%3+T$AP-Z! ML8W<*M5[&$9+W;MH6J`QW9G6%[)9Z]B2-I=FA8^+N$EB"6L';UU%2JTM'P]U M;24797-$6=H*H(2Z*R3_`-4`')3`<_5=39\4ZA$T(>&5G901=*M6:96C51R"28%(!`X6ZQ8 MWR-'`\N]=1W:?[B;UDKY+E#3_.PI*"FDKX1/09E,WU-02'M=;^'<6HM.:M]4,65*E7;ZJBZ>+()-@O;1$\'YA3><3X M1ZH@94"%&S5G=\;Z-?#V4/,^K^;[?OU9-4]-66DE'BJ[JI"6'&['..1L])6B MU%=;$/CW0]GR6V:S,.=2*=MV7J"!1;`#4%>OC4,'%9V69N/USU;D_(Z'`T,Y MAMN6\[WDI(PNT./(C11#N]T=.4U(^7:IQ>1)C)C>8J<;)W9#7Y5^]NLG&J71 MN275?^:#54G]ND;ID(8B-<^&??QXPWS.1T.`X%4O>)^YDPO_`-8AVS?Y]N!. M6,[M/>?JSUVZ_N5X3^.7;'^=GF_BFW1.#D:.`X%,6HFKV"MHM<]C\=9VI+Z_ MTTO;HJ*5@^<7F2J*K1LO0W]3F;%"NJU87S)95VY<@\2>.&RXJ M)$(0E9DS./6LLU;LO]M"BV&*MU'UG;TRV0+GUV"M-2RSG2M66$>^6HCZ[#ST M+DYE*Q;L$53E!5!9-0"F$.O01XS3LV]&&;7B/'F".Z%VHL28GKB51Q[2=2.Y M3'5FO)2$O+!'M7-BT^DW(*2D](2LU(N'4@^6656=.5EE55#&,<1'CD:;IZ7\ M+JN1HX#@.`X#@.`X#@.`X#@.`X$(NW!]Q+@+_)R=_=K9N$FB;O"G`#LT[$-<-8CB[/@C6_(EWQC@#&##*- MP7I@UO)SK%]-K=93KEZR3(0/<=Q$2TR2L=9C%:OYF)BC@C(QJ@$;M71T6=8^ MB0>)=Y-I\,V.:RKB?"&H];@F35KCZ;]8[YKC5&^,,RXYF\9VNPPNO00 M\X^A+3"J-+02J*'W>F%HU==%!XQ8/7[,@D6?1ZZS9-/U_P!1<"]]F$C>U%L+ MME5=P\[:B;K8\@,;9#S9CMYNW0(Z#H;ZNHOT*_-437;([1I*%RYE)#XO1X5V MNO8U!^5E(F0E!,HHJL#ALR5=N>>J]W'^6J?DR;RS`59=ZN_PMDD<478730&[ M=*WEH5$R,HWC%P55!^S2KN18X#J]""5SYJ0EZIB(QMDS@4W=XSN%9=T4H>`H MK72KPEUSCFW(]T,C7[!C^RY#8M,'X2Q1;LLY[N3**K]TQX@,[3ZY$LEVZ;R8 M:-U4U%C&$$TE%$K&=UP@1VR.]#LYLOMAB/".R5?QHCCS/E>RS$8GR+BW$%HK M55M66\98QQ1FQU5(.XNLZ94(_2:8NN4C)/1=QD:DDF>-2\\'ZKQ@U6,[=UMQ M6T1R.AP-?O?C?3N78;WG0URU;UO8Y,Q=\A](RXG.0N%;+EJX2[64L5\J=Y5" M4CK(KJG1(ER\&+=TN(PK^4![T'WD>4/H>D M_'*XQ$[M_3Q]3\H#WH/O(\H?0])^.5QB'=OZ>/J?E`>]!]Y'E#Z'I/QRN,0[ MM_3Q]3\H#WH/O(\H?0])^.5QB'=OZ>/J?E`>]!]Y'E#Z'I/QRN,0[M_3Q]3\ MH#WH/O(\H_0])^.5QB'=OZ>/JKMS!WX^]!@[83'FN>0-8=?Z?>,W%EU,/UB_ M8*S##9(F59.U6''V*8D*9#;"2J-IDK]:&C$RAX5TZ0BQ7!-R8@>:=*XB=^Z7 M%U2AD.Y)[1`C57:T9VY7;RZ_!T*NUCY+5>:85<)57U=2%0QDYP:SOXU[0(PG4T;)H!"V:NMC(*NGMX- M492'&6."AB,/4Q.V()"G\`^(I+ECMSR_7]WK1NLMN=4J3FY'L?X+BKPE'OUX MG'(R.W4@9U(-K-,-64?(75GO(-;CT).HHL'H.2>>1!ZY6:J%`B!7"K)VSI^O M[OGXWL-UP/N[K=6<48$F>WS,/\Z:7L\JXJK&2\M52)S+B?)^WM!QZGD$D&XV M\S.QR$]AY--Y5Q92;,J+2(GY%86WB,FLD)++B1V,G,NQP'`JX[V):V?M/[XI MVAE-2+1;7VUH0K.OG(266O2ZK%'&WJ_F`*1TT\AGBSK$.`D40*V'D$43.P!\FD0"#U2!/EK.W.>.O\`UM"8WTV4]I`=9+=[)9"; M[I(]U^$BV&LQ,(O%L>/*5\-0K+XRJ9R"=!BW?_%E59_ZD+(3^>D#?I[X%>5S MXY]_SZ_AV+O(Z'`<"IOO-/6L1J;C2?DE@9PM8WR[<]IL4HJ4_J4)6JWNU@Z: ML,]*+%*8K*(A(ADLZ=.#]$D$$C'.(%*(\L9W:>\8IT8[E/;UH.ML;`WC=S5B MGS;'+>T#Y]$6?.F.(*38-)?:',DQ%N'[&3L+9RR3D(E^@Y1%4I/,06(<.I3% M$22R3%L79-';5^U;/F3A%VR>MT7;1VV5(LW=-7"95F[A!9,3)JHK)'`Q#%$0 M,40$/1R-O8X#@5_US3_.&.U;G'8HW4OE&I5JREEG*K*H+X9P?:PKLKF+(]GR MC98IG/3E54F'\8ULEM=@U%R=18C?P$,K"MH[?F;+CG?$6R$[OADQ;*6#Z7EF@X_?-\(8`;0C2N9K5H2]\2E80E.%* M5>N5,:Q(M%C*$]5\M3H!@5-T&.;-7S?=M_O_`*Z_1WUZ_>EP8O4^;[MO]_\` M77Z.^O7[TN#%ZGS?=M_O_KK]'?7K]Z7!B]3YONV_W_UU^COKU^]+@Q>I\WW; M?[_ZZ_1WUZ_>EP8O4^;[MO\`?_77Z.^O7[TN#%ZGS?=M_O\`ZZ_1WUZ_>EP8 MO4^;[MO]_P#77Z.^O7[TN#%ZGS?=M_O_`*Z_1WUZ_>EP8O4^;[MO]_\`77Z. M^O7[TN#%ZGS?=M_O_KK]'?7K]Z7!B]3YONV_W_UU^COKU^]+@Q>I\WW;?[_Z MZ_1WUZ_>EP8O5^AK[ML`@/S_`*Z#T'KT'7C7OH/]0>E3`>@_U!`>#%ZLYZ[8 M88:\X3QUA>-L(+OF,+_`');(&.63>F,H6E.6"L*5!H)G*[URN4I2>$J::@B<26,;M5ZW8RM M4395&M1#Q M">4(S4>G?*$,W3\GWRKMT7.,<[4?%FRO+(K(;?Y=D[.#JK&JZ=?M#N*I0OJ MTQ`TS,C86<8R(V'X4ZM0>*JGZ-T@+T$D_*7_``JJK8/379VW]Q#&NZ&`LHX8 MH,?7]-\BZHSY\D52W7BQP"U^R_3,G'OE2J$+)5BOV1[%MJ:1JW;24RS;E<+^ M:JFX23%NJ2RYS'[K3C^'THV_O&O/PU9[!6-P*0UV+JU]N!V:TO<]D,7Q,!0- ME36*4CXR-CGMXR35?BQ;P12(B4QD)D6Z"31JFFD)PX+5.%:V_?:#KL#V_@`0 M*(X*[S``8>G0HCVT.NL@XS'NQN3G=H+1S0,9Q>,-,<=2S1-YY,[/XM6M63<\2J+E MP_.V=%BJH-4 M"G64*0!.8.IC``>D0Y'1P,N;L+GZ>#+N,#]3%('AOU4-U.;KX2!TEAZF-T'H M'NCP9CV&V5,46!TE7XS)U!DI.8*9FRC8NZ5MY*/#N4S%*1@S;R*SAPL8@B)0 M(0PCT]P>#@HVT.[0?;%R/J5CUMD_0_!$EDJI.;?B/-1I^IMW)[%= M]GI==N]%%^XL5DI:DFBZZ$%TV=)+^!/S`(6Y9FV8\TP%^R%VE7#9LT5T&UX] M7:2#>5;))U%1$$9!JL5=%TF*+Y,P'!0OO@Z]#E$2F`2B(#,KVQF;"W;&[?.N M]LEKUAK3_`]'N,P^J\FXL;2AQ4G*LY.F"Z/6)&!=3RL2$2J]44(M&^J*G M5\)SF,M=GK?=J+I%B#K"IFIG[DYDVS`KBW5=$S]R MH4#'3;LBG%50Q0$P$((AZ>6,[M%+7LIN!L9:^W+?NK8LW)Q7NS"S5?U8L$CD M;$C"^Q\%5I0S_8N.&F22>06#"45E2M6:;WQH`=OY+DH>+Q@8H*FV8N/)N/![1Q\CA].Y<^Y)NZW"2R6Y`;$W0L.G4OC!&2GQ6'70(3XEG5^* MY31/KPO?-\9O6_\`9`\OEY.?]L^-78I\CH;;QG['MWU\-MK:HJ;6L2N!<=R&2<:5RJ)8CL]J;(.+5./)MC)VUJ MDYC(EFY9.GDHG6+9;C2+X(9U#O8F.=5YQ&.X)5FW&(<0RS5>)4CRIE(U&.58 MF.S.S*D4`3\H1(!0``]'(V^GP'`_Z*T#8_51UO5@3+F>ZY,:SYTC<31>(\FDQD]J>00OM"45G[$] M,Z;?#4,JP$B8-NBWA.43>6;KZ*S=5]W9!@F$+IF[4^+;.*MDKDYRMDNUL'LP M=GEK(<'BW%%+GISF,ILT7#K`TI[2EHG=;/E>L)']I=VE6T6&%<5MHYNJ)G2*):\RL3`K9 M1O%(B=%D@4I0-U,8`)$UN%.!@+8C7RM;#5"&B)"9FJ3>*':&.1<.Y7J8M"7+ M$N3H=C)1L11\G%OD5XV:AWSI@\24;N#EX2S+`%*W%DL7O M&&,=ZH.,P'D1-TA"0>92F52U;SBJ+AK',9^B9(=.7C#&5@L#MTD`TRXN8V<0 M=*'1CU)EJD$@H,]54G?'EHN9SMV^)&'DV$I'K8*[RQD9"->MWK-4H]M#)9P, MD[:K'0,'@,`@(']ST]?T>6,;^7O^BJ?MDH+MMMNTVB[LB=P?%W:[D)I&T%6( MLK-22G:OU74D73[HQC724BF],HDN1TB5Z4Z?]L'76$[A:U-NL];^C>OYEU0) MV&V4ML_Q^W>(56BPQ8MBM*/5I.: MEWB[EQ)3MEL4JX$7,O9[7/OG4G)O%!\QW(.UEC^^./(TREP'`2K1M7(@/BY<(]9)%,SI.6$ M"LO+(LV`5NO+-'/=GOC8[[BD9"R6NL2-JJ3V\4J)V/U"LE^KC*BS&2P=4*L[ M2XBGKD[?T:`A+)*V*&BJ]'N'3U%)BYZ-45#F()"F$(W=&LAMJS?7W9?IWS!.0;/:JSA M6FY,Q.G.Y+2S(^H;\]3BK[&U^9LTXSD)>.:QCF0A&ZJ25F$:=%L M&=]KI$SR1SY'QE$HF34,`&`0'H("'(TY;P'`&(S&5&-\WU;SA!+SO#XQ`O7B)N MTX:J3_92'NB#ZY[_`"G;\@MJJ_BHD#JP2X--N)G%LW?5;[Z[L28Z]>.M@T]8ZT\)$4Z72)*V*Y:>'E%:[KKGE M4$'KU>-I\0916O:X9:DGJOC96*!9MX=\Z-Y,B8QHEW@'.5$V1Q%3 M,S8X>.%ZU<&#@YV$@D1K/5:Q0[]W!7"C6R.*HJ:'N=$M<8\AYAD8PG9R3)9( M1'P=1$LNC,7"G`G4GEN M38;)CEVO'KSAAN)L)&8\(I2X>EC,8D961H3']A*G#QD8%G)+Q8BH6:<@N\D@ M#S%5E!`!X2)B<*MA`BQE`*4`K-DDOHH MO[4>EN>HRR-Z/-LM@-!M4<9IQ4*[QTL]! MDYHK8JZJX$2:HO'B0I`A']3H(6L;9PS-9?PV6W6O6S.15'+/-FX,DQJ+MH1D M]I>K>+FVOGPNCYIC.0DLC6:[YLR[%'=)E(7S:W.UQTD'C`JWO@$N73%YU)/% M6(L;80IS*@XII\32ZHR<.GWP=%D747D):04!:4GY^6?+.YFRV:9R9.UKRK='OPG=K;@2WDK4/>I@4"-%)^_8 MELL7;\&WJT*M"`F:7EJP\E?"!1]8ZD()28FL4H;G]Q'>G1SN*:F:952ZQ&Q. M-QM5*H6==J'>MDRU0G\5V#%<#&K-W?P46'4-6999:2D5 MS.5"MTTDBW#-W67#9XY&S@.!4QWU5W#7M)[P.FD"SM;QKBEBY:5619/)..M+ MM"]5%5M69",CEVLC)L+`N0K-9LW527736,FFK. M;()XU&@1V0U\]GQV14:JGC5*8$L7\(G*5P:8ZE+U\!A"N?#/O^78Y\CHAPMG^/K4,Q*H\;QEMA@I4_)F5.5(L\]=N"`=5^X\N\F M?[86>\C1P'`,H$[%T'(5498;L2-?BV4)(R1E9:,D98X.&:"?J7A<&41+,X2\+:M[PJZX MJ83U:->29!AHUNV1V*R?\2UL8.JXN[G+6>95UP)84+C$VDJ;%&&^##M7;0XN MAD$3%]7-."_R\LN%VG*/<8CJU3W=2U!UMLMKDZ18'=UA)+<:U5R&J>1FMI59 MUJ"BIWYKTNYM-,EJ>D5^ZE!9,7K1\J#0K%8A#.A'%E=:_;5DR2PKR6N6.%\9 M.9>K)/LE!L0LE+QD"_BH=S;GOR?'P\*[^6KLNL_:M&Q)0B,BFW06,NV\XZ:( MXO'!Y&VJ>2ET;3VL=%A(J(@;2]I,HSV.0FEKG8(U8"52"D8[Y)(TU29VA$1. MN^,J^^#1#PBBOUZ\*X)HKAW+F(Z-FI[FN.KD%=,S;39WSTG5ZQ;7EZ8U*MY+ MLR3ZM5IS:7<#6BRDE&Q3),%A19IMTQ,":?B`G4228^J;?"G`N'[B'BZ#U`?#[O3A+I?15W[.DVD4-*%DO@/7OU9Z@^.0Y'B,PF4'HBB[E6J:C@Z2$C((D3=JVL[-%^O(V M:EXC2DV"DO+M"225AV'RHLB)H MAHRCU3OH=ONKI'@SFRI`=NRHNFLE+)Q\R1E7NYP]R263J\=Z MP"]B<-7]+1;OD`1,FU9NQSUXVW_QAF;=V%[BFPT;LAEI[CK5>2IEMC,XL<\HP./QL>S+ M4M;5LC#HE"*DL:#QSZ@(%,`+>;TZ'ZC:SMU]FT7R-G`Z\2,3G_`&\_QEV'?(Z'`<""'<)G)"(Q+B=BUNUKQ_%W#;?4ZAV^?IE[L>-) MU2DW'.5/A+5"IW>HS%?LD"RGHETHT<*-'K94R*IB`6F'A]!0ZCU<5QM\92]T^H=!TYN4G.E$D2*.#$3 M(0(LQ-/RL)E]\=PF[L$H'6]I,,0;H"9]*Z[=RFNNCNQ*/K)"QC;3"RIIMR&Z M>`XNS&.`^DI>GI87NO3]7R_G\;M_>MP7V$NYE^(EQB'=NZ'S^-V_O6X+["7< MR_$2XQ#NW='$;[W%NX!5Z?.3U.T?9Y0M$<@V/#4")QGW#JG(69TXD&;,[1"R MV[1UC6X8C1LY.Z56=JE)Y*!BE`RAB$,Q#NW=$;A[L_>/_H7E!_K9%VE_$?XP M=UZ7Z'Y6CO'_`-"ZI]D7:7\1_C!W7I?H?E:.\?\`T+JGV1=I?Q'^,'=>E^CT M)/NZ]Y..9+/$NR9)RJB1VQ081>0]FC/E@<.D&QCHE?:5L&HD:D6%97Q*E$$D MS>$#'\)#,'=>E>^/=G[QX"(?D7CCT$0ZAD7:;H/3]$.NCX#T'C!W7I?H?E:. M\?\`T+JGV1=I?Q'^,'=>E^A^5H[Q_P#0NJ?9%VE_$?XP=UZ7Z/4?=W3O%QS) MV_6[*T@Y19-U7*J$=?\`9]P_521**BI6;=SI2Q0<.?+*(D(=9(#B'3Q!UZ\8 M.Z]+]$LV/RT2@G-E1K-X@GSRL9$ MIZ2UAA*[*R"=0O<+(QA79V2!'@-063+Y9RB,:ES,I9\*QB\S-BZ/S!!8!?7: M$:9CL^/Y_*=?Q^NX,G/R]`JT["UFP65B@8@)+L8J;L3-!0`/YG5;Q`42$.8H M5CYX[FMFK6T^0]:\!TJFWTV&:-39;*UILU3V_G?@/(5REK("./F+/7[5O-4< MJ,358IC(N'Z[Y%`QY0C9,#K(.02N&;;G$_+B?Y1/:;^"7$7V)^Z5_P##QX3- M\9/RB>TW\$N(OL3]TK_X>/!F^,GY1/:;^"7$7V)^Z5_\/'@S?&3\HGM-_!+B M+[$_=*_^'CP9OC+56]HM=ROTQ8I6I(L9*=D'5[NTLJ MX>3TDX*Q9H(I(HL@(N"I9QB45?B[KKGM+K53Z9L1EK,N%MHH_,))RIYKM<9E MA*M2%#QM"7>H7+$^1S1K&[Q[65)'N4G[&0DIJ)>)2`+-4F:B0&4+I5F_(TFJ&Q0].IB]>F(+AZ/$0Q#AU_3`P#^D(<)=+Z* MX_9^$6R&D=O30FD+&N38:Y)RDZBL90\A,H8[Q.WE?7$5FT>]8OV+Q(S59N[: M-'R)T!*Z3]9!50]NK.SXKR^1LX#@.`X#@.`X#@=?_P"V%W>1@\OPU3;R+IFP MM.GM!,Y0;UVTR2+QTQV,O8(-WD_#+EKE;(JP6=@3X:243=B!B-!(X+U'4TJ%-%G"X6$<*X1=G@SAPR-V3UTF9%A#P^?<*RLM*O6L=%Q<;E.C/I M&2D'RY&S)@P9-9U5R\>O'*I4TDDRF.H%C;9=[7JF^Q.R9VFP1L6$[)0-: M=7BI-Y^;CH,7D<$V_B(E19PBS%PW!TJF5+S4_'XP)=.&JBOV2VA:D8]M/%=`157 M,GY7O/&:UG;KX_\`6YWR-G`Z_&M9&L+WVC];$X:8XDB*ZGW,K?.COFPQ;DA# M.#E=C6IR>^3)?+KNSN<4FKDNNC\7W#%.((]4C53-R*%<#Y_+R<_[>[L#N1T. M`X'%KG1J3D>ONZGD*G5:^55^JT6?5FYU^)M%?>K,'23UBJ[AIQH^CG"K)Z@1 M9(QTQ%-4A3EZ&`!X%7[OL0]GM^[=/G7;VUR5=/7+AXY4^*;A,%'#I8ZZYP32 MD2))@9501`I"E*4/0````'"8>O\`D%^SI_1YZY?M5=_KIP88STXTOU3UJ[G. M=VFF^O&(L)T+%.H>/J)EV2QTD]CY.6S#FS)3G(L34)N.4169G5J^+\;14L8_ MK1EDD+(UZI$(L4Q[R3^WLN]Y&C@.`X#@.`X#@.`X#@>G(F$D>^,`]!*S=&`> M@#T$$#B`]!]`]!#W!X%)O9?K<;4*GJ<+/ MOC_"@``.6ZL;/C% MU'(VIR:X`K^].Q^T^Q3.QS-"5Q._QAK7J5GFD)M4+S1\DZWR>69O,F2:HK+1 M!6LW4WV3\RR%'EX5^5]!65E5WJ2Y%FKE$Q*SKQOS.'9BUGC+"\JK*QM9V8<4NVPQ)''K9=)VS%*.--6$Q5C+@#PZ94Q M,)+FVK6^1HX#@.!HM>UB9$Q;C79[5N1RYJ!![J1%@U8S-#5>F62Z9;HC+#M@ M0R%5UWF4HZ1PS+P\U,OI-JY0:*-98YHY$K$ADO`HHJ)K&-VNOCZQ;]H!)XUU M]UYSIA3:S&>2;E2-I)NI9FAF55U(SKF[%>4,&9MU"UXJ#Z%G7^),59!JKV30 ME*I-0M@CI4[=^NJ@+@Z!VKMNNLIMX3BFC7+?4:NNNV9-?L>U."L&.XW%6.L>4\,O8_Q^,_/J'6\U&.B&SANPB8]51=5`?5T MERZWT6KJQ-72KU6(R;FF@XZLM MJDZE7K+3YFQC6ZW9W;U%HA)-#++H$+XA#J4Q+<1K[-^];L#0MLUCNZ.,B6?:5"DL"Y!J-)?/T(V)-8%HUI,IG(6N\*WA+-K+?JR.3*AD3.N M(\(9?E\&9'*R,Z3 M4%%)N00;I6ZL[/BO5Y&S@.!4'NOO)D_7.R;5V$E_Q)C+#>KV"=>+B(V;$D_E M+(&3,L;%9%R72JC4(-8N=,,56`9O9&BL(EH1T8Y!>S)G;IXV:-#E-6;;/9!V M6[P&=:G&2=@B[5B[8(LG1<:%QS2\7:ZSM2F[)E_)(91C;#19JS7+:<]>J#G" M5CQJ9C(H2!$5YR0OVK"=UUY+-=$-E,YYRM%KCLM3^-+35IC673W M9O%5R_F&)DI.OGQPV%NZCGB")BN%"F*IT(? MD:EO-93PIP'`TE/:0<:8QV)[A6L>JUZO$1C%787#.'*._P`ES2,B,)CRG$SM MF"O&2DZWJC/MY5][!G>\[=&H%DI+*K=T3$VR5)RMF-1UL=,V_5_ M8^!S,9O+4NR!\LDQE^4DIYS9G%??UR`@DXI:(>E3BC(-V0,T&W"RX_XV4-;. MX#I9M]CI/*^N6RN*1E+FHG4F+AVZAHY!Q(2D8VVM[-?K9CF@19&< ML[F3%1)LB,I6;( MSWZMX_F74X#@ M5,]]20A(GM)[P2UFK_QNK,5BAE)V2I#*O($+77X^\U)Y-U@9Z.*>1@PL,6BJ MS%ZW*9=KYWFI@)R%#A+HH[]E#S9K+G>[]P6VZKZJD).8R@,W9#S MK'6&RHNMB78W(MDR0W;S$.NO%.F[-1D@`MA%KYP=#J'#EK.SZ.+U\>,-Z[D;.`X#@.!#K9C:L,4R$?AC#58^6S M;G(,!*/\784B7B)&L,S2249M\KYRG"+D)BO`T%-J(I2$TZZNGR@BRAVTC)&3 M:B2W'#FY)J%K7C8ZS@ MT?'"+1O&0L>!S)0]>C6$>C]1:I@`G!*'A3@.`X#@.`X#@.`X#@>C)_X-D/[Q M=_[G4X%.7:,_N._?@R=M+^9M4N6L[?V7-\C1P/P?<'^L/_@X%(78/M57I/99 MT_L]SLD!4:W%P.759.PV>8CH"#CDE-BLLI)J/I:5<-,ZJA2@*BA0$Q@`/ M2/+=6-GPB4EDSMD?<`7N,=/?C14L5/):0K>3MW'\0E$5J.@F`BUL<)JFPGCH MRV6,BRAQ.Q97!./4HL$?S'J+R7=M0C#FLYX1-S%>+Z+A3'%*Q+C*OM*M0<>U MR,JU5@67F'38Q,4W*W1\]RN=5W(2#HQ3+.W;@ZCEXZ4476.HJH:CH]IY&65R(OV_[@;946#'`:P(X.2S!-$A#-G6=`\M-< MTZO)>:G#CZZ8"I&$I@*'ALT8W9[N'B-G733I\T#5/P_V/S;<&>'W?<^3"K]/ M=]/N/[K7[ M]7'D>-F@+577!$YZM-P70>QSQLY;"HDHF)3CT)9F857.^P=I>^H<1BYY8CMTA*_(=9FKCS$RK%^ MJ62<2+TJTFS.FY/XG\N'B5'P24D3POG%K.S1>MR-G`<"NK;/MI8=W$>Y0/D/ M)><*G!YFIN+*9D>IXZG,=1L+.I85LENM^,+*Q>VK&%PM53NE.LESI!94T M6L@C%8!9(6)O9VMQE6]D+)%=_&IK(.$9CUY)4Y1N4[8LIP;K%$X2N5^R$ME/ M*^6;GD2K8ZI,K.90<8Y*,74L6/K](U"!K\7C/'&-8*/9LWF2I0QQ.U65.4Z9 M`.4B12\BR82:X4X#@:3G?GB*?9.[5K_6J(>%5-BBH9EKM1WW%[:6$]/,E:QX_P`,L(ZVW':!U;\2 M1,E<\0Z:P4@=)=451 M,V:1#O8_M2;,:[1E9O&]V;\29J1V2VLTWULJ\OK'B+"V$4ZL@7(6 M/U->&T#D"HO*[7:N9I&*Q!BS'5#*V>57&B02"[HA9%W*.07 M^K^,XHIH7AND=@QS+JFQZ$`_:OF,ZN]LB;9(C)=!9%V8P)'3.4XE%$W:*IO9T+OW';YE[>.5 M[FF,IC%N9&M!U794:&F<&T?`KB2QO\8-EW!)5*M4.M5B,FT1LZSY+X06267$ MR8I>9X4RE+>3,S=W'IXZ-J7D;.!UW&-<::ZO_:;@S:KLXK$[3.>Y#E.NN]*I M7!MV+.QU.9TB\0:5_6V!C)24Q"Y:2$`R1F4(Q%4[P6[LB)_`X*HF2L37GG_U MV(_(V[L9'R;CG&6/PQ':(RE7#(VQNNV&PMLI66=P3K\%E7+%:IMCDF= M?D7;./?2B,+)K`V\\XI)K"4YBF`OA$ET07[?;'8K?/3/%.PF?MR,Z13W,![L MXL^.\$Q>(L)4]E&5/)%HI+"'K=MK^-Y#/-;*_95,B[QXRNB+\Z[E4$%FZ7@3 M)69QFNG;YX\@*G8AE:U!O'3Q^LJHJT:(J'45,81$1Z\93MB;J2 M2:*::**9$442$2222(5--)-,H$(FF0@`4A"%````````X5_?`"O:3$@=*K"^KLI8:7F.X)YYW0/$/S4-B?1[\.O_`#07#T=4Q*IZ?_DB!OTO M3PETOHK,]G?!L71R]D;32MA!/9S)";F5<%13<+2*=*Q>2407119QAVRK"1*J MW,DNT9/$A2\+IN@X!5(MNK.SXKXN1LX#@.`X#@.`X#@==U[7C.G9;2VJ'<.) M!!@^TEUU=M4R46=L$*^L!=C,\Q[9I(W.+,6-H1!!9(GB7* MF0VIHY;_`)3V_5MGY+Q;0]H<\ZB:SYLAH6VX18Z<7K.L[CA^R;%2R/;Z]/X, MQ[6F%LD2'3F9"BU1G>'D@:&0428O98S)P]*MZFU(6-ZV2Z899U,Q)0]8-F]C M];,+QK2MX40Q1KWG.L4!J/K+/&5GR+9<]42UUBM/7"CF594B83Q(RF&42NL= MO&R#V0,S*DW<`BE%DQ<318[PJO[>7117Z'LGLC3<19AQGFV`QO>\2ZZU>N&O.+;K`W2N3)E\6T&BR"TFV6A M3M4%'AWS=HD]7520*Y\E=(84Q=\V!1F>^MVU)51.+(M2'';PGFSE:$8O)E0T M]W#;G3%H^/G5@^$(*/.C-"XWZMU?F74X#@5. M]\Z,4FNTSNW"HV&(J"TQBV-B4;=8'[N*@*FK)7RH,D[1.RK!J^?Q<)73K@\= MN4$%EV[=$ZB:9SE`HDNBE?V4_!K[!DSOW!R>TN+=R74B.M3EOFG`F4;7EO$# M5D1/.)QH2%CO%3JMCC[W"OW*[^29F3,W!G)LED_2JZEWMS=RO'NH6FV(=<+?14KY9<6NE9>O];KLP'7C!WQ_'Y<7"/\#MM^S[I3^,SQ@[X? MEQ<(_P`#MM^S[I3^,SQ@[X?EQ<(_P.VW[/NE/XS/&#OCG6(N\=A?+>:\-828 MXGR#&R^;+^YQI`V)AD;67(,-6[27&>2LK1A+O&8OSM<[A7HFPUC$LX5@]&,4 M;+O&9D?$`@82L+-TMPM^Y&C@.`X#@.`X'HR?^#9#^\7?^YU.!3EVC/[COWX, MG;2_F;5+EK.W]ES?(TQB%6MAGZ?R85?KR-32)(\*_V7HQ!U^P=9?;.2\V^2>'LT)J+KFG$*MWL\DT0C)+-^R:;\9)DP<$@ MW2:L@BT*@:03.)%^@("4YC==31RW_*>S>.F=UL(B3>1TS#R5=ML4BDC)Q$JPD8EZ9NV64;"Y:-%D, MNF,QDS".`J;@N/LGP))6JYW*]S7QBR/E7(\PE9LFY$F44A912UIL*+"+:_!M M;B`(PB(QBU91,0Q3!%FU1*)_$),,W\*-3@L4J*R'I3,)RF)9HY[_`)3U MC=UY'0X#@50=\HU1)VG-USY!3L*V/R8PBS7U*HFCB6U6D%OM/&W)U0\O_O02 MSJ5X'(1XN_[5!X*8J_4_%Q$W:<%+WLKJVCSJR[]N.WBUVJC=>0;:Q(2\=MM* M4-Y?/E5(3.RD^^B&V-G+BL(0#BL*1*93FZ/#JI&*H(ID2Z6L[+G31N`Y_2Z,&`Z?(]N-7N\[..Z[M*WPU"M+"GHU!R@NS>H*%.F`"(E$0$:J M:J[[/]A*C0K*I8RW^[N6**'#JRIJWCS&F^5OJ-'JS68G).PNH^OP$?5@;L6? MPE+KG](G64$PG5.HH)CFN6.SSKFD!V1*=7WQGQ>Y3WBIH3('0]3LV_EQGHXO MC.F?SBLGM6,B5R3R^A5`]\4IC!^CQD[/.O1TCUPL.K_<@SUBBH[)[I[&XEAM M1\9W"^/MJ]I)?/$122TZKTZIRK2+^)4@./L?/GJZR:2P+LW;8@BB! M2>>62R\\+P>1HX#@:P>U9C&]H-U+*8QC%)8]5/`43")2>+6'O$B8"%$1`GB$ M.H].G4>7DYW_`/9X\VSYR.AP'`+O_,_@GZ0F*']4/=X2Z51_V7MN<`ZP:EPU*V+OD!AVVYMV6SHYQ M_%RC:RNXV9^(V,\'S=I6?V%.%=,(A^C%V9B[*1Z\Y0;;`7&'1?HD3558JR==D)%DF\236(8 MR0G`Y2F`1#H(]HBUP>;B]T;$FID0=I6I[8W"6 MGF+XG*,B_P`H#'4()#8_8>4EG+NKU"8:4*X"M"13E1%O96JHH*I`>/617,H; MEFCGNF=T;PM9A$JS6Z]6T%U'2-?@XF$1=+%(19RE$L&[!-=4B?O"*+$;@8P% M]`"/HY'1]S@.`X$=,R[;ZVZ_R\56\MY@J-5N$\@+N"H2;EU8LBS;(IO`=_$8 M[JS6;NTE')G]!W"+`Z!!_LCAPELFK5M[DF.LX;;=WK2/,^$-6=J['BZI'T:@ MK+D6R:TY@QW6:>]Q7O=)9CR$XGI3(U0JWP/%PN-G)'RCPP`V6`?)(ROP%VJMRYP*G'7T87'D#+A0YADO)0]Y&,R+2WP4 MN6C6O]M2,7:Q0^#W#=+ZHNBX,0OOC!Q$W:*P_9H\AO\`+K/=^_3&EV+NWS*M MKCA&EJZR8EQY;<1PJ+**JMRLC'*<]0;<1H^^,%U);3,`E2-&R;UI")I%`P-N MH6IMSG-;27(T<#K@M*,'NE^^=6MBVFZ>"G4&][J6SM;)HVYS%/N-E(UPE923T4O->O ME`)&P<:1>1D5FS%LNN0EN'"=,M?[1A6AVRW9:DV]DV1V'N[S->Q-D:KF>1R5 MZFHF*A(7'-2=*=5`QSA>C0<958`@>`JS.+%ZA==*MC-[%4^\R>/)6TUUW:-D(:Q2U?4L<2H5$WPEPXE2>]OK_DZ]8@Q[C37K;^[V#.&-X3*>/PCLC)_P"#9#^\7?\`N=3@4A=F1(B;C/AB+HK"OA?MFK*$2!4#ME`[ M?^'D?5W'F))E%;RT2J>\$Y/`H7WWB\12VL;=?:+R^1LX#@8=S/G[$NOD-7I[ M+EK-5X^V64E/K)&T!9[1*3UE/"35D&(BH*H0L_./7*4!7'[Q04VQB)-VJASF M*4HCP:(X*]S/2ENE*KN,N2[="`4%&?77P]G%%&!6*@V="E.JJXU*2&4!J\15 M\+D4A\M9,W]B<@BPG='DDNY;I;"1SN:GLM2]?@HT#'E;#8(H,TBW@Z:@@^&*Q]760O$$#6Q4Z3=R*/C(!C"( M%$.OIXP3=PYLF6;O;8ZI\+)3]BU[U7/U^:9V6!A+%'E7*PGXB-FF)7) M"I.2LY5DB^;%<)%.H5-<$5R^,H&,`&ZAU'W>1I]?@.!4]WRJTZE+UB]T:;>URV5UQ(Y:Q_#/7,+-QRJ+Z..+JD= MD#(-(Q32;1DC)-J@Z10J5"O;#:[99)!"+A(&%CDA6=OY!\Y,1))),@=`#TG4 M.($(!C&*`E0?:6+"@I3;7;L=-[SM/E&'<1[@P6LF/+R# M6AZ\UUVNY05CF=ACK+9G:*8F?Q\&H/JQZSQNG"*:>Z8WS'KKL[K'BZ&VFV9R M30=C=,.[R3,]1R?D-O(T^U)8JTLE[32'`T.CUJDT5@^AK5+J.DG"4:FJ4QRI M$.5,B*143=PN/*H,]ME'X-V/[+S%K)2KUN;;CNJM5G,@0C%P^;GT3PZJHW79 M-D(]-*.*L0H(-U&<>((.D&3VOY.QPYKMI3*S*\4_M-RNYC7!#F2,9YAQK@2Z:[8$B,L9 M:CYR7I=4/N/*G57AX%-7S)6:?AK`6.KK2:?H'81`/%4EIB1(HW9IK'07\JIF MYPQW#=TO)'5^F+X-IMMH56N4:SV4*',0$!`V'9_8 MIF$7*2.!*?1S&N*QUA.V6+(+N&Z+(Q`6.HF4@G!$W:*Q?9N MJ=M/29;?"(WPR6YS3MR2R:_*SF3ULKM<\(O\++5"[*8OK*&68"1FJG(#7K.- MI.>*1=B_C1=@=PF1)PU,>UG;TY^/5M%\C9P.M.T0C-%`[\=6E&=IVB/OV;NE M[3)254_&K.I!=LK(1W\IREM^*14%/+,EZK\(&.3IY0`;FG*8SP MUS^?')V6/,NIP'`AONWL%D+7O'>,GN*(&DS^1LP;&X+U[JB61G-@:TN*>9>N MS2O/K%.FJZ2LVNC`PH.G*2"/E^LN$TTC*)E.*A26X0[T^SKW"-\M:,6;`0MU MU6URJ^40LCE9.&Q9DK+]^A6M2R+.4QXSB3V7)5,IJ+R62JSA0KMVRD$VX.B% M]54,F)S5);9GDFSA#4"AXDM[[+MKL]US]L/,1JD+(Y]S2\AYV\Q=>=>0J^I> M-XR$AH"F8?Q\\>H@NM#5B-C&SY8I%GPO'"95@BR8X\V.MK]@L_8VR/6:!@V# MP^Y3)KWG[86\3>65[)T2AL+3&*8=M6ZTVA)JMQRZI6;- M2<:9FN<[*63-T9+G0IK"*(]=2KMOY`D37622&X8FZU(/6'NL[$[$4YME!"F8 ME@*W6MD];,&9.QEZ+/527:VU>0B7J+IT MVD"QBY.J8"10S"S==>38&Y&VDEA^TVBY=_#+[ZW7&:M3FJ=X:CX[JK2P3+N8 M<56AP/;4WOD(6M0)'RZYX6HQ[Z5=';LFX)M$W"RRA2>8HH8UY,?VE\#Z[B6WA+;!V#*-?%F>F;'TS M.,?'O(ART,*J98"115$P`=(Q.HUBYQC"-FN^H.ZFNF4-:LM/,1Q5G MD+%4$,HZ[2#YC-6LNW"Z&/J%+Y)VSL$U'8PI_P`X=BVC#3,_/2A`8N%'#E8S MD!1))=<+DM5&>9;1G79G.>5,!W37J.R36=>ZM5JCD"VXGM5F>N\:QF2C6B1, MKB"_Y%K[:((YN;9%L=9ZDX7,FJ;R2$*4QHW-1/;CFV;HE([>*C$%2B11&/9I*$,``8ATVR9#E$`$0` M2F+TY&WT.`X#@.!HC>U3X]T6ONX6'S[I[!97P2ZK^EDW(800QCBPV2D;_=SY M0O(O(&V."(N3U**;J-H\"NP3'J#E0>H>7T-6+G+/EVW/VI>9DP7JM7\>;235 M,QQA'MA1E*JFLEAR]09"ZXHV.Q]1Z[FO+KG(&-K=C^M-K=2IN5>M*P2XS+6L MMGE6<*.VZJ"K@Q23WQA9;K1C7(7>,[5E0JVV-HR90;*PS=EJ(CL@.ZA58K(5 MRJF-;=DC%U:FK?77T.XI2UF=5"87CI9[$H_!;N;CU'S`WJYTRBTK4_EMXIQ$ MR%LGI*A1T=C+3C;..KAI6O4"4SK5:9)XDR-@GX86C:K09+)]')8[W5\@T25L MCQI&/YZ*6@5H(7";ITQ7:`Y1M'/:K7[YP^+C0$#8?B#EJD3L;DO`F5V[)J^D\ M59DJJ;H:K:VJ+ILZ(ZAWR#QS#SS$2"27KZ4`Y8QOUGI5?';YCI=YM7V=E59S2;U M)5`\8KHC@YJU,U4/)R+9=HS^$6[9%-@Y>-")%*#4YVI"&"LS6>M_1NS7;';.`0=ME$7L=(-A,"S5VW M42=,W2::Z"B:J9#E&J/6D.0[I;\36*A9-E`L&4-<,HW77"^6P`7*>\N\<&C5 MJAD%XDZ.9TA-9`QC/04S)D,!4RR;YP"'B;>2@ M@<>FIHY;OG&SMM'ARP9ZPM/8WJ=KAZ3:'%HQ;S&(]K,VY+U MAL>1L,15-B*M#-\`Y<;45^ACO(KS*]'<3L0XV8>SA7L!?'IG@J1DG&>O)%*U M>`X:^)$UREVVW+Z,CVZ\T4#5'(>OMBV-U]JNO4E/TG*65+$A@G)Z]XCZ_B%7 M%\Q+*P]AG]E7\!%"YJV&6B1UW4<[204467%,X""8#%QBZ)N]NCU)YJ9C;+\J M^BW%SVE2?[97R8(I'EL:-0I>&J\2*BBAV\%!,6WB\ M"!0"5=NF4XOA*._^WV7^VD/_`+)PKSHN6[CQ>KN$%_!T\?DJIJ^#Q=?#XO`8 MWAZ]!Z=?TN!YN`X#@5.=]".@9CM+[NQ%KL8TZJRV+(^+M%P+#O+$:HUN1O=1 M9SUI+7H]5"0L`UV)66>`Q04(N\\CR4S%.P"N)[=@9],7JUI32,BU4Y87ITI,TF=,B M*?JICJVL[/JVT>1LX'6AZ)Y^QZOW\:CKTCJ/A=CD1KW0]I["ZW#(>_FSA*M` MM>>IL*/S3>(NG*7CCS_/J[+SF74X#@5I] MS%ZJU@](DDU%2%D.Y9I:R6*F8P%52#(;A[Y:P%4(!DO-9E-T$#AXB@/3J`"% MC.[EZHH]HW:#6G`':ZT]CL\;#X,PG(3T)F:2@V&7,M4'&[R9CF>PV363R0BF MMRL$,O(LFKQRDDHJB4Z9%5"E,(&,`"NJ;;)MF5@Q>Y/VZ3F*0F_6E9CG,!2E M+M/@PQC&,(`4I2A>Q$3&$>@!^CR8K7=MZQ\/*&-+=L);,8[':N9UP4XKCO!^ M7,2*R=AI4MFZA7NDY;LN,+`I8*=9,;YCQTV0=QCS%_D%5!Q(M5R.C^](9(!- M4UXQ5#D#L,7;)^,GV.;KL3CB9DY:9@)F7R\KBS*Z>8W1*=5W-+H=>BK*EL42 MOTBH8ZJ[U=K7XNNQ$.UBA3\ M4UY6]V7%EPHMTR+E&0>A/8U:2$U%3K.30;E/"NF3EH115HJL:S^1LX#@.`X#@. M!Z,G_@V0_O%W_N=3@4>]F#^Z]@_XG>V;_P!WSACEK&W7VGZ+T.1LX#@.`X#@ M.`X#@.`X&B7[5#GO4S!^XN)TMI]*8O<(]]T>LM?Q"\?YIN^(%<)7Q/*5T*2] M)-ZBU=-[V@N,@V,K'/!1`!8%!-4@*J\L<]VN?'/HR'%]T"H7_$&MD#F#M9T7 M,$QB?%..,915OL5MSP:8-7("BQ3&3<.7[#3-%&8IDJY9R)QB?6'<:]PT-6252U5=/*>1:W3X*%0?0Q,: M-L=SVET3`1Z"3IDW2!ZZ1%3*'=!WCS-AR]8ZR&ZR M5:J=DNLV*@6BF&QS6V4C-P-D:JP#DY!DNW6DG!$DV\NS7;.'!B+QQ71EW!41 MC)/U.XB=VY8U%=_[,$62!K,9I"RE6C6#(DG.R.4-C&*((1D8D+$TJXD](VS@ M)25269^-($S+)+K.B'+XF#@.3"]]Z/:9>T+9C=H3#A;1-I&EB@0.B@_R-L0+ MV725*V.L:,:Q^E,CYZK`JZ@+)@<3'4:."M_6!%IZXP=]QHB-O9W/MA.XEK#; M=%XW39KC^>VLGL+8LCKK'WK-EZ:T)Y9%?'EE/A)! M%M'M2NTU5BO&";JZ);=TQC5N?H$%)%%(1`1323((A[@B0@%$0Z^GH(AS+J\O M`@]I3JE,ZM2.Y3J7EJY*-]E]WLR;4U]*OC)G4A8+*-2L;3!H#DOP21LD[FI%XR9(*H^':`K=^RCO'IK5"XKFZQ2=2E]X]EK#D!_$7]NWD)W.&*,(:Z-*?*?&G"U5KT M=8I:S1TQ-LU&D[*/)"+2465>+]2NI2UG;+F-V[F74X&M%LCW&91B$JZZ8X(/27@LX>AX3RR2^13J0QRW8JKM'+1]$O M%/"]:@U4:.5;C+%W=M?O^<`VW[TB4_VCMA^)OQA/]/(_S@&V_>D2G^T=L/Q- M^,'^GD?YP#;?O2)3_:.V'XF_&#_3R/\`.`;;]Z1*?[1VP_$WXP?Z>1_G`-M^ M](E/]H[8?B;\8/\`3R?I?:`+8(@`ZDR90$0`1%CMCT`!'W1Z:;]>@<8/]/)0 M_LKNEE#:'N8:X=P]UIS:Z3-N=TJXM#VCK-<@FUD6?;G?M(Q:HQ=H< MLI?*&PR%I:/75F1K;ZDC#-=%G*#FZ,TC*2H()N#-!B2>:9R5401&8;[KT(0S9-+WYDFRJ MPF'PD3,(@`L)W^3X2/M#MBOE.18VOMIY"&,O-9EF]AI4S:_MM;CY0T&_L=69WNHN;% M`,9PC=V>%>S4.DLV2>%25%JHJ"H$,)/")+IPU5#^R>7;`.1\4[O7'57"<_K? M@9UF;%L7%X9MN4I/.-DBK]%XS$UUMJF596*KKR4A[4P>Q*;:,-'D^#E6"Q@6 M4!P!$K6=N?'B-MOD;.!U\VBT/W0A[GU3G)&9M/Y*='N_[+Q\/!JV#&GQ65RZ M_OFQRQ7K*N)*_*BH9E?8QR#E8Y/4T73E#KU35((6N>W/MEV#/(Z'`<"L;N=_ MX(T2_P"LYTN_=O*D MV55\#9FL7S5=%*VK$8HR#*LI\F#\`PB\4[8U.4=,I-G+DK#56/=LG1$U45TU M"'24`IBF`P`/&:U=NW&D>/LD(22/:ITM4G!04L3[%CJ6M#M!$Z/PG:YBY6F4 MM$PX!4B;A5],3SMPZ<*JAYRJZISJ")S&'BZFWXK4.1I5AW)+55K6TQ_@^L5G M*ELV"S(JJ4$SUFWES14E-D+]<=@<+[6[M:F9PUNQAJ7$7IWCF*KU`M^;F15,A7V&J57=TZHTK'4E(13-HG".$5CS3E\\>MP;-6ZA,\8V54;J%*<3$,`.1_:>.K=8Y&S@.`X#@.`X'HR?^#9#^\7?^YU.!3-V;V\L2 MM9<IV+>Z$3[?9QU2L M58^R5\"XP+DK))F;Z6=WFK61S3T2MC2QDWD6=H]'RSF`XF2()+&-VOC1MI:C M_!GS4=8_@591Q#?-ZPO\$N%3K**KQGR;UKU!90[@I'!U%6O@,(G*!Q$??``] M>1J:)"\*3T*]BFT_#NDC%5;2D,N[*Y;J%$#$53*(#U#@4$: M8=L+%N?M5\&95EMSNY,:U6"@Q4=D)LVW0R")8K*=0%:EY6@5TY-@YE6KVO9' MKTHQ<(.U#.VZ[WSKG^".T M#J9@_-C/8Q_+9ZSUFN#C8&'I>0=CLVV[*,W08FOR4Q,H1E3%92(:H1SV7F3. MG#=VF\1,X014(5,Y/$9DFV2YYK2^1HX#@56=[D;(7M6[CFID$A:;D7']?-4* MNZ@6MJ:V:U%R-2QKE<,K.WG9D$&IXU9%5)^544#D.502BB;M..BL[V M9&=V:LN.]U9K;;7V*UES`[S1C'SL6P^N47JNS0JR>)(LM=L(XCB:W54&B\V7 MSO%(':`J]!$/$^=5-AD-UJF\V5<]U#:: MNNM&R8PNA+=&5@;;G>%&^J94/)#25&H0:!)7U4K0%?*7!'Q^:`]=71QVS^6? M/\NR>YEV.`X%8W<[_P`$:)?]9SI=^[>4Y8SNY>K66PE<\&4"DZEOLL;";DTS M,+C5+,N.:;BV![7"N?*;:==+?GV#N5Q4;U9UB3*K.[U:-O\`#1";2SJD1!\W M=IG])7A`X9DX>:+VC+'L^8.S'F&_Z@[M;J9-RM+RK&8R"R==J%/8-;&4LTM< MQ)1[RM59YK)/AAYRE97;E!,623(P"B5N7IY!0*7$Y-A#63+MZ88'QTAKQL)O MA;,0J,K!(U>U'[8S>17L:TU<[+.6&5=JO:S#+-G)K)).T3-O4F96WD@GY11* M(B6>6CFV4=H;G!8/S!+Y-WTV

1XVQWJ\=K_)]2L^'(ZN&9LYK*]L6LEUM5G2K#223G9")D[`JE'K3#%S/BJY0\:97"/C*519?PB)C/C2 MOGW#,&O-TJ,WC^>]L`RY/4BSL%6UE@+3JOD"P$EE9)8)&=(=VN^0=)1+J9.J MHT:`;HR:BFW(8Q$P$1Y?BIC:97E#(.[6D,XQWIF>XY%);C8K816U,_B2Q8=E M+0U3TJ[I[A>JJ0M@66+8D*7).5VB4JS\+4Y?[5,'GM5N.1+_`"]_Q6[MR.AP M'`+O_4+5>ZQ+9FD39 M,O*A*+0#4B+?>O3A`C03.1XHDD!GR(%*<#'$EC&[5NE:SJBMKAK\L:+6@S*X M1Q2J,*X!N#B'%2B0)ABUP:'4:@M'B/E&\HQD_$0?"(AT'D:FC-W"G`TWV>O:-LK.5 MQ$J-'UUV5N[Q-CZR$JUD%$5I2/.M6=/1 M9H`@(=0](#Z0$/<$.1HX#@.`X%5O>XBY*<[5^XT)"VF+HLS-4"O0\/>9V<6J M\'2):4R/2F,;<9JSMRF<5J(JSU*\,LOXDGU]A\39PL6Q5$E8N=Q.V3CJ4WRC:@+,NI^GA&'%[&G M+X&"3UN8@B"_0+4VWKJV=.1HX'6RZ(W#0H_?*JE,8XESREW!4NZAM,^E,OKW M:"4U^<8Z^-^=G(P[6C@_&?1L/Q/.W;><+4">ND,IYGA'H-KG)Q\\_EV37(Z' M`<"L;N=_X(T2_P"LYTN_=O*MV%OOQV',4/+];XV!R5VW]H2WM MQC>Q6G%LI9*PPLL7F>M5)U8*M8R6UE%QUB@HGUWU.3;%DS,/?D305%L4S.2[ MH_:ZTHU*Q_LCE;53%T]KCE*TTJ]7>?R#B/+.7:Y8)JU0]=MDS$27\'9 M6D7,2[EVC&R;-[$E(YWV?K)+7/ML:H7*?73=3UQHLU;9YTB@ MDU1=3=FOEMG)=RDU0*1!LDXD7ZIRII@!$P-X2@```<4VZ+(UT$'2"S9RBDX; M.$E$'#==,BJ"Z"I!351624`R:J2J9A*8I@$#`/0>%4?;NZ9Z_8"F2;:4'#FG M$3',:1`8,#!-JT:K>85,KY'R)E2%8XP88Z84^]8L-&9%M-QL#>&(HZ0>-10< M`JY7:-D%ER5FSFC(GJOR0=5R54S6)B*[1ZU6<-VKHKYLF]037%$F+>%PACCO+]@RAWJG M%5DXVK0E8UU[L5%UWQ=!5"KM*E%0N.:9VY>X388U@I&L2)-G#XLY<9!11R4A M"K%4+X2@4"\VKO+6-O[?HN"Y&S@.`X#@.`X#@.`X#@:&/M7JFA9-NL1_/;;;9N M)0VD-H#7L=7W&)D&"62!R9=_&IE_Y3TE'"E.!U\&^$(GHZ\OUGQ>GRN6.>_6 M9\OJW;=>?.^0#!OK/E>L?(]C/S_(\?D>=\2X3S?)\SZIY7CZ^'Q>GI[O(W-& M8>%.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X'P;2A6'59L36ZHP3FFN MH.5;6QO:4X]:LN*VNP72G$+"E+`:+5@UHPZI797("@9`3`H'@Z\"C*D63,J1 MEF7:%E,I9`Q$W>%80S7::"?/="8=JHC)BD?"N3[I-5/9IW1H]V=NW;_$<;?3 M&+!`$XQGX0`HWU8X_P!=%N&"7VT#R)=%V:J^!:[.(QM?!DK@J^9"N45(S`M% MPM2CMM?\^%.`X%4/?);U1WVGMU MFE]D):)H;K&,4VO,M`-47L_%TQQ?J>C:Y*"9.?[6>S3"`.X6:(J?4U7!"%-Z M!'B)NTX*L?98ZSIW4L2;KPVBN1\Q94P`3.V/'+&VYUJL/3;\I;W&)8<;1'+0 ML$RCF!8=B8K?U57R2'4\9^O7H!AM3;]FU9R-'`ZYO1Z[;1I]X_'M,D=0Z-%Z MEO.[-M86!W)'59LTO-BOS>X;"S;BC)[;*Q`N9)-*12'K_9"4O40L9W$H5(O&OV M:;+A>SQ=:M[6(E;`T2L-3*C.M5)%:/(DJ=LY;BLU.H@IXTCF*(DS(Y\OV+-? M'B*S21V][H\O'NDCMWT3-]PK/,>)"*:[5TBJW72 M,8BA#$,)1BX\Z^=EW?O6+M",ZKIR&/,H3%&PM@3'V4)#(/Q(+@FP=R%VRO<;HNY-;U&M.*\07BQ+8N[E&N:E*4JF6=?;''V;-%=87J M63Q%9HZ+R2M/P?RAXR"PA6YEPW0KZT\E'J+OB,`<+$82[LXQU65)M+]M]M_J MME]'#^<<$8LU`;Y>O4E-9?B65`F\G9%R[C9]B6*QG$TI&5EY65J=6K\_(S4O M*+F08_";6,19B[ZN%&Y=;Z-:S5AVD][WVP*R*1$B$[]U#7R7IVW-!90W;\HF]:M@T0LS=Y(7''F3[^\UT8(9,OR*F48`<<.44JTX\ M;\%%'LH46I31R70Y/"?Q6,;M?9LZ8]WFU6PUCK$V([KEQV^R%2L(X5-;X2NT MG(^3YNN#/8X@92!"\.,9TNT,JY/6"&,G(I-7IFKI=FNFY(EY"R1S%EDF$G,, M;58!V"D)>%Q3D5E/62!9)RLM4)>&LU'N[.$6<%9H6,U(OD)6;:K5W#XWJRX>K-"Q,[S%?,U7Z9HM9K25T@ M:"Q9FKV-[ODZ8EY6Q6!L];)-T(.C.$DTDT5%%7"Q`]Z7Q&`EN&-_ESW4^\09 M?2IQM^];EX)G=T?H9SW4$0#YB+$.H^Z.U&-N@?U1Z581Z!QP,[NC&N'MRMIL MYXOH^7Z%HHJK38V;QI&RHQCT3^1Z^P+7G9&KD03$1(550``0]]P M9MTG!DGY<]U/O$&7TJ<;?O6XX&=W0^7/=3[Q!E]*G&W[UN.!G=T/ESW4^\09 M?2IQM^];C@9W=#Y<]U/O$&7TJ<;?O6XX&=W0^7/=3[Q!E]*G&W[UN.!G=T/E MSW4^\09?2IQM^];C@9W=#Y<]U/O$&7TJ<;?O6XX&=W0^7/=3[Q!E]*G&W[UN M.!G=T/ESW4^\09?2IQM^];C@9W=#Y<]U/O$&7TJ<;?O6XX&=W0^7/=3[Q!E] M*G&W[UN.!G=T91UASZ^V&I-ML,UCU_B^ST++.2<.VZGOK'$VTC*S8TL"L#)N MHZQ0J3=E*14@)"K(*>4D<"'\)R`8!Y%B1_"G`T?($)_">O:9A/7A!^G)IJHP:;=: MLZWCHLC(0B9"IIE*0A"E(0A"@4A"%`"E*4I0`"E*`=``/0`K-%TZASYZH<8;"N.5+^>L-' MC'%428]G2)DN4F+0B_GVSE('`&6]7,=N!TB$`Y@Y:FWCQ;7?(T<#KC-)\:;) M-^\QBG*,IM92)?5Y]W=]MH6M:@H[*OI:^52]A,[)-G61'>K0N31]7C'CID\6 M^'@2*=4CTB@C_;(>+5T?"P-X62N<]6:X,D*4H3PI.7R!3D\7]F(>68EF?J MP%K/GRXZD:V88Q/M#K!L3C(N)\5Q,'<,FU2K0&>\71B55BT&[B3=OL#V7(%[ M9,W'EF.)UJ\1)LF43KJ)D`Q@J3A,+)<994QKFFEQ&1<27NJ9(HL\D96(ME,G M(^P0;WRQ\*Z2;^-771(Z:J>\61.)5D5`$BA2F`0Y&LYT4<]R/M^Y]V,VKN^3 M:C@/!>P6)[]J%@["PUS,MPG(Z*@\F8>V>NV<$9N8J-V"V5^UX?C+?@6_TO%6/[91IW+&/)"^ MLZ?1JLYKERK6.+6^4/(NKN8]60>OEF4[;EGO M%_:TVLK>Q&*;9`:]XEP?B6`V^U2S-*UBJ9MML[7ZEBW6)ML8QB$&L'VKO+6-O[?HN"Y&S@. M!BW'F<<*9=;&>XGS!B[)[,KEVS,[QYD"IW1L5Y'JF0?M17KG,*F:,@4<)I"H!?JBR9%+&-VOLO.T M0G[10-),^WO$>+1RQD2)RAG^UU/%T9-0U+DLIVZ%0:(5JI#:YPA8B&D)U&(9 MQ:+Y^(H-$B)`<022`"EFG!GR;0CMQE M+2)X\@',K&G58R/P2^5.D*B!SMU#D$Z8B4P#R+SB>W"G`<"&&QOW2';Z_C[R M_P#S/]A^$NL]6)YONUZ+U/*^7,-7G+9Z'`R!9J+#46:F:B,VT.[:-I%5P"+@BI"&2,!^" M671ZG;,^X$U0_B>K?_@<TLZQ"('=3-C=5^$?2S M>!B&J8"HYDYA9H#=NF4!,=50H!Z1X%$.F/.EW3@CQ=TL<5P!PNY'_V<>VWVL^1:\19AL3&GRE2 MH6P.O68<-35NC+TXE65B,[A\/';PL>Z&YL3O:]/+F)3R:MHF,9SLI M\GRN(H\]()Z]B1T\IGJQ2B[$B:9@<%$3>:`"("-J;<\]6QYR-'`ZS31^D:FM MN_QC>^P>;LAR>XTCW6-LX>Z8$>8M&.QI6\:I/MB2LKA%9T;N$H++@PS$[6J7QJ@:5BW!DFC_UZ'$[, MA+.TUK?5"JU^L.[]M9K MO>;LX@8EE%*6NYNM#.Z5`.[5/BR11^%+`[AJ^Q;+.UO$NJDT2*H!1L3J1-1C(-U")F,0#`4Q@&W5C9)=LMU6%61;,VD M"BEXWY_TZ9';?'Z'NXJ6;..L%6;HNS262H&\I)*63.6)H$RA'$_'3@.[7 M"1:"SYF_DTT1C2EXSCR6!P\Q$V&)BY^`E(Z<@IR.93$+-0[UM)Q,Q$R;9)[& MRD7),E5VO`4(I\( M`8A>B"G6QSW:_=L[Z[8+V@Q[C2'D<%9IPI`T3*T?5\Q*T[+V"+ID.P4VWWJA MU)S>8J(M]-S]B]M)UF4M;5U*MDW<:HZ9*R"KP8NK,3$Y(M./[9>)^R*6S*^69JR3[YUC"&;, MBHN(]FQ;)+B*2ZK@%$HN..:F!PIP'`AAL;]TAV^OX^\O_P`S_8?A+K/5"CM4 M`'SGN]<;H'B'N7.`$W0.H@75[7L2@(^Z(%$P]/TNO!$&L'W7.D?[1/FK!CO' M*S?5:%E\WYII69'%?GDC6'/^2]5=,F.1L8M;8=\%1>,ZC5(AC(?!K9F61;GD M!7`WL'L4Q*Q3V\MF*X&:AJ>G M8W!U[8S8W:/;87E,1Y8;DJ%9B@6@R6FN)H2Y&LAZV<[*UG;>5K8[]>[.)_'K]WI-9_MI/C*D8]U&?? M';B!7!&7=OW>NM,=MEL*17/=*LS8S@YDVY7'=6MJ!EU"E$YDT"JYL M(*QRD#Q"!>H@'I]SCB?QZ_=Y_7^W$!BE'N@VX#&Z@4H]T^Y`8PE#J8"E'-/4 MWA#W>GN<<3^/7[O4)/=M)1!VZ3[JN/G!>[!9A19-!=,&0.W2ORX>! MNV%[*M404.($%5RD3KXE"`)>'7[OF+7GM<-S@FX[M3ANH8I#E3<=V^;14,13 MKX#E(KG8AA(?IZ!`.@_H<<4_CU^[V7UM[8D6822G=>DXPX`01))=V:Q,#`"I M#*)")7>K"C-*R=TBRUY61A6MD MCTYSNM6J)4?5U\1)5C/,R/\`-[)KD,DZ(!D%"G*)3"`APO#K]WFJ2W; MGOTB,/1.Y_;+K+`BNY&,J7=3MUCD`;MBD.Y6%G#YL>.`2;D.4QS>'H0H@(]` M'@X=?NR]VQXN$A,7[$Q%:L4M;8"/W@VL0B;-/6Z2OTS-,PR,NW&8MW`>%L^AB+0[6074`508O!()@0=F3%PR=7DYWYSQU M;./(Z'`<"ISOH0\?8NTONY7I>PQU0B9_%D?!RMNF$G:\14XR7O=1CI"T2R$> MBX?K1=>:.3O'!$$SK&11,"93'$`%$W:*IO94,,8\P+AO=C'V+]G<<;=U5+/6 M/YHF9L5L+;&U-Y(RF(X0'M:(WNK1G-C)5\&I`7-T,B(+%`ANH&*6UG9,<&UY MR-G`ZS#2;*>M4CW^,48A@=7U:_M17^[%MY:+SMJ.:+;*I7W&[L^QA8O&1<%. M6!*75S1)Y*/'X9;.#NU_@WWQ0]8/TU='+;/Y6XY_EV9_,NIP'`^5.3L)68F0 MGK'+QD!!Q31P_DYB9?-HR,CV31$[AT[>OGBJ+9LV;H)&.;Z$[BDA;CT<`K)-YE1DF+JU$]71.MZMGO7-TOX`Z^4V3TE[KQ%%S_I)D.J4!'],PVKO+6-O[?HN"Y& MS@?@^X/]8?\`P<"F'V>C\SKIC_Q+F#^E<4Z\8H@&LDXEK1/4S*]$N]>A8Y7U5B6F0PR4^=)V%S<6?EVN7C* MI`U&%LJ"M1,MZA%2$Z@#5RFH+OJ8"B)8YRLYQFAC?(`9+OI%;):4&SEM\;8M5RZCCE:'\PI0:* M!Y9O,]%8NK=9UZ!0N`L'%6,!U2X?QH"IRE\)3J!2X4#F*7_4@8W40#]#D:FC M,'"G`Y%O1K@`$!"#AP$!`0$(QD`@(>D!`01Z@(#P8CCD'BW&586?N*UCJB5YQ**)JR: M\'4:_$K2*J2"#9)1^JPCVYWBB;9JDF45!,($3*4/04``8CD?Q=K_`/P%#_\` M)C+_`.P<&(^7(T*BS"C!:7I=3E%HI=5U%JR-GHX,1]$:U7#*I+F@(0RZ`G,@L,4Q%5$RI?`H9)04/&F*A/0 M80$.H>@>#$8W?:[:_2;Q.1DL%XN4V[83"W;IKN8 M%54B*`G$2$`0*7J/0`X,3H^S9<%81N:XNKAAS%=KGZF0YBEZ`80$8CBWS4M7/O;,!?8=QW^]W@Q.CVAU@UI& M//$CKQ@P8I1Z224C!Q+0?@\\BFV49IOSLOB_ZL9Z1HL=(%1+XP3,)0'PB(<& M)T1Q[>L7&0E5VCB(:.8Q$5'[V;6MF$9&-&["/8MB7\1(W9LFJ:39L@01'H0A M2E#K[G!%@/"G`+(X]W;559@VM+BFDO=0-:6]8)P3HIYAO24I;4VXQPT;7O(T<#KG=1;=O`Y[Q6N],NV(E8_0 M^-[P&WLMB+-A\+U]@6P946/M:#^GIYZ0B@L5A29E=3O2#6>F10]3Z>6'JI`+ MIRDX\>OCE^78Q(@>@Q2695$U;L^YUI-9BJ;5Z9J M1'5>#9A&Q$6\4P!856T<0YQ0:NYJR]JF8L$XHBF8""YD'3IVL!0%550_4PW+ M/;Z>/9]8.TSL.4QSEIFFA3J'(JHS><>XAJQ;Y"F77-D].R,=A4 M,W*NZ]G#&/J"D,XSGBG`,=`)*/NVJDL,R^MN6F;@QQ)Y"#)LJ8XB8Q`X2VSQ M_P")R#KUW7^H]-F(<0Z^@1SG1@$0_0$0_)ECT'_1'C@N-WC_`(?-Z[L'WS$/ M]G2C?_#*XX&-WC_C!%V[=&_5NM@9@+E*@(;&04Q!V?'F<)7/WPI)4F?J6+\R M8KJJ9J.QT"@:'9*TSA?CR<99Z2>T*K6F MG+2'=YP^PIJ$64]XCV6MN.I>>?3/K+Y46\0^7Q)"-3L`:F;HBX`L>8YB'4!L MF(^$7!<;NK[\3HMWZ%G2Q[!WG:8P:J1Z_DH5_4/#4@9M*&VL[^]!HD5DZ.L< MW$HV+3*MFFG475/+8R@U^-QK@2ZM)@I96?C"KJ/)>'.Q+Z2I/`7`$G!+W36H MUMNY#:$I59XY]IDICV+.5,$8,>WBY;$;F*8!4,$JA@4)!;S2^]Z&'H7W0]/+ M[)F__+[.$90[F68XZ%F)[$_M%+/(EJ29L65/PM3.WA%.['>;3(/6\5&Q,/-6 MW!S9%-V_>ODS^!0_A\*8E(4PF`HO8S?_`)?993K-A7OO9^J,_D9]W7%\?K1& M1[I14ZO:M!L=5N#M$9$NV[5&]5!CDC&6/,B(U=PUDS"P-(1C14SE@?H"R0E4 M4G!K&^Z7[,BVC`'M%D++.4:COEBJW1"[EZ9%T^P%KW#'9HLGJ\2P*DB[K"KA M5.9C(Y&4.!S"=NL_.@(F\H!XX)C_`.SJ^/%8D]I%:VVD*V/9O#=NQT$Z"64H M&.J6O>/[G(4U1B^*X^3^S*88R/"L+8+\[<"?"48JR!`%!'W_`(0%P6=_-G/' MFMF^.%T%([!]9OF+8-W4\25>5A6>RVKER0E5\-XEIN%Z_9%WU]T@L4HUF)BG M4..-()-UDF)GA5%$$$"J"0'`QNFGC[,D?%CNO?LER+]F?2/\0'C@O\CXL=U[ M]DN1?LSZ1_B`\<#^3^%*QW8/+4\NR9$,IY9_+`V:-)`**GA'P`80T!Z@7Q=. MO]3C@?R3-[>6J:&D.E>N^K1)=Q/O\3T--C9)E=XF_)(7:RRTI=;ZXCW249#% M/"&NME?A'@+5$Y&()%,7Q`(C*LF)A,WA47EM1L3/-NT]TY-&9E,M,,-0^%JZ MR?/4%:?5HJ,L%VFG5P@X,&A3(9!FF%Z=Q"\JHLHLG#>)H@"*;EV#@F..5:EC MTUW*PUN!M!FK66P3YJ+L2-"L)58G(V`:S.1.!_(^+'=>_9+D M7[,^D?X@/'`_D?%CNO?LER+]F?2/\0'C@?R/BQW7OV2Y%^S/I'^(#QP/Y-8W MO89([FV']@Q9!IW6]SIBZ:1ST;?9?+&":+MZ^P3C5&]Y&14NM5F,!X4P="XA M<.5'SQ8[^492!U3QQ%`6\MN9(M8N<\<5O4:\%(7`&#"IJ"JF7#V,BD5,<%!4 M(%*A`*H*@>@XG+Z>OZ/N\RZ31F'A3@.`X$2]G,79EN5FUUR+@]/&4A;<&91M M%S=5[*UAM55KL_#6O#&3,5NF[>>J-1N\DRE(]S>T7B93,#I+$0.03D$2FX2^ M3CWP[W%OX*]*OL^YS_%LY>"?R\GZ$]W%>H>+%>E8EZAU`,_9S*(A^B`".M1@ M`?\`0'C@?R\F$-;<:]P[7;`V*L'M:7IA:D,8U".J9+(OFS.$0K,ECQ5\+XT4 MGKQ(E8"J50`%,'"W00Z^(>O0'`G=.'!F[X=[BW\%>E7V?E7V?=ZA/UC9;,4_"/O5UE&SCU.5BM=';%SY#A(R9_`H;PG*)1Z"`AQP M/Y>3[_P[W%OX*]*OL^YS_%LXX'\O(^'>XM_!7I5]GW.?XMG'`_EY'P[W%OX* M]*OL^YS_`!;..!_+R/AWN+?P5Z5?9]SG^+9QP/Y>1\.]Q;^"O2K[/N<_Q;.. M!_+R'^'K M?/HQ$U/K1L:+MJP(JC#5V/E9N254>/$DRI-FZJAC'#H7IUX+<<:@(GWG=#%D MDUD;9F]9-9%\X2,CJ7M*J8[>,;.7DBN":>(#*@BQ;,ES*F$H%)ZNL41\2*H$ MN&>Z/`Q[T^@,F_E8J.NV97TE!(O',TQ:ZI[/JN8INP4G47:[],N(^K9%):LO MR@8W0#F;"!/$)D_&P=T?,-WP>W61,JORCY:52."ADU6VK&SSQ-4J3IPR.=!1 MIB-9TAR]AWY2I:CP+C6*A MKS<_0+[C2*):&.1]D;!)-G\+>(*M3TNFRAKK$F3<'9JQ*2LJV'STG:K,CAR9 MO'=+&WCR.AP'`JF[X4DXANU+N?,-*M%7IW$8XA91I1IZ+=3D%=G4=D*FO&]. MFX1BLV?34/:5D2L'3-!1-9T@X,D0Q3&`01-VBLKV87(UJROC+="\6_3W%>C4 MA*9FQHDSP5AG$=KPG0BQ3+%4>V;7B/I5R>OY8SVTN"+%$H`9,X MC:FUM'%LUDW,QC9SVCN][?U171F.O<^[ROC3U$^SWAS! M8,>*NS5V*KLL$2`)/TD"K'^&D??B*B@WG`$W)OG)_AEFE.7_`!@XJR'JQ114DK&S(N8OB3ZD MNL6.\*!(.`,&"FF9%,<.XR$B)B>69(GQ*A/"F9/\`U!B%]`A^ATZ*,)8ON:K4JI M:[*NU)L'RKM:I*MX>+C5C+=H[8,2,=A?+4BA0QQW$VO9O+ULA8-MBJY85@7: M$Q\71EY^HXXR!7*G;H&I3MI0D'##UU@@LX2-YIO&)Q.:5UVZ+(^1HX#@.`X# M@.`X%;G=YBD)WMQ[00CIQ(M&TO5JI&+NHB1=Q$LU1?9*I391S%RT>J@_BY%` MJHG0Y&.:N("7CV4I9G1$W[YM%O`3,V*<>B/D)"7WR93`J;9,9NJQ1/M/]MA$ MRQD=)M>$3.!;BX,CCR'2,X%H$65H*YDTRF6%J6"8@EXNOE@Q;`7IY"7@F6L1 M_3+M0]MJ,(W3C-*->HU-H1-)H2.Q[$,2-4D6+2+12:E:)HE;II1<>W:D*3P@ M5LW22#HFF0I1B.4T/MKZ#8OO=;R?C[4;!-1R)3I!O*U:YPM!AFMB@9)HFY3: M/8R3!$7+9PT*\5\HQ3?4Q4,)>@B(\&(F[PIP'`JV[U3*U2?:\VZC:'.)U>]2 M5+JL?2+.M,_%Q*M7)[DZCM:K85;%XB?%]*#GE6[HS[Q!ZF"7G=0\'+&=VG'1 M`#V=F@;?XTA=WZMO'GN*V3SVEE[$[][D^&S&.=6*]1>XDCQK$`6^"1,QE88J M;CQ,A(3U;SNO0?,\0J;6R1R-'`ZQ?1P-6U?:$\9!`DS>TV]:=U?/4D#1R7J!# M%GC-%FP/#"Z4`S<&P`DGT$ZMCGOU]FUOR.AP'`CJ&LE0BY!N8CJ/D6J#E`Y%4B&`7C MP0NQ_L1?M6Q-B#>5\_\`BY6@9QN.=X%8D$,1Y4K!O&WABYXE(P5V&"+?(IN&4E%O&[]@[ M;K$*HDNU>-%%6[A%5,P&*8AA*8!`0'IR-/?X#@.`X#@.`X#@.`X#@.`X#@.! MU_?M=,'J_-;<8X/LK=,HT^5ANW#E>9UN0QI7HN>:6[8YKF;P4FIY'6DDG!X3 M'LC&JOC/7;+B*SE598P&<.#B`"80 M(`@4H`4``+=4V?%:[R-'`]-;U5RW;\XX39["XP7@,D7G'JN+K%+3KW`%'=71@M3G# MITNS8PMJ4=-FJQ_+,X;D*;PC_LBEJ;6VOR-'`ZV#4C.36Q]^+`.$/F9X4H#^ ME=T3:>9'`E/N5S=2)J98(G_?P#"5LU*Y-\#-A$P^4H)J MYRYN/'Z_AV3_`".AP'`<"AO-_=@S+C#:.LX!9X]U^AX')N;,NX8QK=,AY2>U MM)N\P[(X7@IJ:O\`\*FKR#%O,3.9FPM&T($V]]7:'$$5#B)"7#%W67R81D.^ M3>V.1\BXX1KN"I0,?,;"+/(K"/SNAB7)MFK=ABZDXH6++[,U>)CI^U2MFD5& ML:J^)%PLBE'/WJ#\\`P=U\DW=%^X]=MJ,[,,2V.F8O&J7;32@[F8TR9C M&SW%XA(U>Y9=O&(7%.L59M]7BSM9>-EJ2LX!ZQ?O6#A(P>295,2+&86;LW'D MK&[W=B>K]PW42HG+&?!T7JCL'9&YTY8JLR+ZI7.Z+I-:+O5L=QV3[8UM=SR35<.P+2?P3L!5XT^4KS&R\S M3:%*V*QXNBZY7+-:(BOOG3%M).VAW"#18Y.I2&$&#NE6!<*\:R*+A%5NX237 M073.BN@L0JJ*R*I1(HDJF<#$434(80,40$!`>@\"G'N'Z8:W8^U/S_DK$^/G M.$+NE"PSEM-X"N^0,%%:R,C:JU"NY=O#8DM-.KY9I9@Z4`78M#+F4,*AC"H( MF&QG=))P2+[>D66L0.U-$82MHD:SCW=#,M0IC6V7&V7I_`5=I!T"29P+2?NT MU8+`I%LWLHX.BDJZ4*EYI@+T+Z.*;>?JL'Y&C@.`X#@.`X#@.`X#@>L\*Z,S M=%8G33>F;+E9J+=?)(Z%(P-SJ]"*#Y95>@F]Z;T?H#[G`UR=:<)][/9'`N.\ MV-^\Y4:*^O=>];E*6;MV:YVYO4+?$3DC7;G6R65K9H;X?C(:#&-]XY^S.7S)N^!Y1"_EOJ-YI4U2G6_)GX%Z**'6*=)4$OCUX M4P11`4_"`B!Q'Q"("'3C,Z';O_\`E]D8-D?9RP[BU^A\D=SG>;+6=['0J*A0 M,6*X(QGB37,M>B',Y*6"P*V,/BSD5I:3R#Y\GZN4&[0S4$S>)18IRD39.VW6 MMDJH5EA2JG5Z;%*.EHNI5V$K,:L^435>JL(&-;13-1XJBBW25=';M2BH8J9" MF.(B!0#T!&W(N`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!7?W7_S?>Q?_ M`!11_P"5*C<35-VC'G9V^Y`'^-.[?[DKW+=4V:+4^1HX#@.`X#@5.=]"0K\1 MVE]W):VUU2X5.*Q9'2=JJ*4PZKJMLK,?>Z@\GZNE86*+E[`*6&(169E?(IJ* MLQ6\XA3&(`"B;LXX:JI?93\EZUY9PWNQ<=3=:9'4W#JV>\?QS+#TIF>SY[=M M+%'XCA"S]D-D*W1L5,K)SRBJ0E9"D*37R?>&'QB`6L[?3$;7O(V<#K=Z]*]Q MG!WL4$YNN3\P;"8N*M`8EJ,K9+EC9U M!-IVPK>O3D7'LBJO$BB?P.A.73EFR\=,NR(YEU.`X#@4%;.=J;-N=LM2TPI- MX)M6&G&;+UEEQ0+DK(P[W(<+?Y+%5L>XWR!)IX@OMI@*_&7'&"0++5*P02T[ M$.563\#(J')RY8NVHI1G8AV'C\>2U$3$E74.V5>E4*D4SP!41G?K[-LGD=#@:VO=EUQS; MDC8/925K6K>7MA,>9T[;.&L`UP,6V"L5Z16@0'T\1-VB''8(: MI,]*KLBD=TJ!MF,J.55GSY])O7#E["41Z\Z[WD:.`X$:+=N?J%C^VV.@WS:'7^DWBH/6L;::?;LO4.M6:OOGT1 M&S[)K+PXCH%&F2+)[OZC1AE MP.*!9/8[$$<9H=?=XQ3NV]8]$WG(N9U9XQIEO%>9Z^M;.[=`72#;3;!)JX?0[B5KK^18HRC-!ZB=5N8X*ID6(8Q0`Y1$N M#B?$[N`??":C_1)R[^.3P<3XG=P#[X34 M?Z).7?QR>#B?$[N`??":C_1)R[^.3P<3XG=P#[X34?Z).7?QR>#B?$[N`??" M:C_1)R[^.3P<3XG=P#[X34?Z).7?QR>#B?$[N`??":C_`$22K%BN-^DH5](L!(9RB,L[3!8!$A@*(%`1+3 MA3@5Z]U8>F@FP8@KY(ECZ`8%O!YODB&5Z((+>4`"*OE=/%X>@^+IT_1XB;M& M*>S',,;!I>WFF#H'1'^6]+YG@$`, M4P7XC$$!`.@]>!R[@.!5?WLE+6':ZVV;X_;M7V1WU0JC'&L2[9PLFG- MY$<9+I04J&"'L:3B`FS25B*W3%F]259N2B)%R&1$XY,8:G8T[F+?.F*=L0S#MGDKN19`J.PFH3C$-JHC7 M7'&TKM5/EL655L^CC4>-5 MJB,SA_&^1`B%+/6,=X1@[@Q?)W4CEL=.KM58\QEFBKQ\HD8R,:F>:)WM#^R, MIC#MBY%=X=RJ>M6N\Y5P7BAW/T&Y,&=@853(N28:`N2*8LESK.&DM5E7;-=( M%&PBBX,+,XX).3RA+IHNW8.HE)P?(TMZNY9PZK<4F_7' MDVZN1T.`X#@.`X#@06[EOW#V?/\`B6J_R@U'A+HAIV$ON,+K^$EDK]S>/N6I MMT]UVG(T$OB4(8W0/$/3 M]+KPDY^JLKN&X+URSUWA.VUBG9;'&,M+%7;S5<<6.:J4[7EBHF53G(BPLVR[0Q"F.#@A/"`CT#@ MLX)Q=I^%>CVQM`%[@@E)VE_J%@&7GWTBW9KO7$K-XUKTP^.Y.0ABD5]8?&ZI MAT!,?>="^'H`FC(NI:**&0]\4T$DT4_GFKF\"1"ID\1M5]61,;PD``ZF$>HC M^B/!-:FAPIP'`<#&F7\/XWSUCNQXJRS5F5OHUI;MTI.)=J.FBZ#I@[0DH>;A M)>.79S%""%YLNUVC-%L=QG\DXRV M?UXIB"SXLUGNXK89V$J$2L=G&5VI+7RMTBVTC.DBI(JIM6*[J*A++*.'"38P MRL@H"R]U3C/.)&:K;$Y*V$K4A.9'U+SIJRY;BDO$,$S+L:#6-%IYII!,^G^9_6ERO/-+ZH##PDZE\!O-\WW2^'TUFZQ#M3N]9 MHMN0LVTS7KMK9^V0B,$YJR-@NZVO'V1<>12,+=L=6%W#.XR?CK>E!A'R-6[1@B3LT[FNC2+" MT9#B9ZYX_P`FX+A*':;11LA5!K6(E&-5E:ED6-DXU_'2,JQ>,W**A#B14I@8 M)NSY/I=N//N":]HKK!#S^:L2PDM$8IK\?*QG1LC&/T3.TEF4@R>3*+ED M[253,4R:A2G*8H@(=0'BFVR1-/YS.M_WP6$/LKT/]?N1 MA_K]P9G4^O:YU&3$,^:R<5(MAR" M9,'#&09*KM':`J)F+XTSF+U*(=?1P3\K!>%.!7GW6@ZZ`;#AU$.L91`ZE+XA M#KE6B^D"_P"J'^I^CPET1D[!RUT MC:B[FM<+I+5^CY_H+>@WFD9>U'S^CDEU#KXWCI1:2>5-E.03%FDF64!1%85_ M)8/$3N&&;NSHK9W-Q#5\/]I\F'G6W&R%MRIF')^LSBW6C8^B;;4['V$;?#4# M(D=<,CJ7_.PVF,@)EC)6,7$VXA)F-CW+*";*LHM-9%9=>II/=;7[,IB%[A"@ M;N4.0W#Q?O2Y1S;C.7-G_$.1YO*M.?ED\1Q/@J)+=8'+N16E:N#?HX;^:=-` M'!/#T\0E"5O:V@^1HX'5NS%[TIMG<0M^-<8ZC6L-O:;OAF2=V;RW:[PYR?2< M^XH8[*V8UMQOCW!DQ)LZM5+K:F4E#M(]TN)&I%&:I%@,1R$Y@ZE$W4M]Z&Z@(^G]$!Y&N'1$?7F+U@#,^]`O> MTI<["U^W/E*)]9C M36:A6J5L:`RR("@"::(IJB8"J"!1Z\%QC1LKZ9_X=W4_#;R;_)QA_D:GY3;X M4X#@:A7>N.5/NT:VF,/0!T*R,3KT$??*9-LY"AT`!'TF,`?U/T?1S4T MH%9Q]"S]P=LGUIFF%9C$(U"3GW<E0\Q84&R"(',($3*4``(U)B88 M:U1^N-OC^&8K_-6U8X)K?5,SA3@.`X#@05WNU9S9M+5,/1^"=FVNK]RQ%F>& MS$VM,GA"IY^A;`]K]7M4)!Q#[KG8QS=CK%5SV$P'OZAF_$2N0XR3RCJ\RP0GCEY!7":KKEC#, M<*Y.CU[(:;113.J>0='*GY8%133'QG/>#/\`*7K[-U?&-G>W;&N/;G)H-6LC M;J/4[/(-F152LF[V?@(^5=(-"KJK+E:I+NS%3`YSG`@!U,(^GD;CG'`4QL=VXCW+Q-9)M,2$>Z60 M5Z>!<`.)1ZE.!5-O/U5PZQ538)?VAO.^6E;S'R>EMIN6Q]1Q=1V,Z+OU#8FM M:U:;J97NX1)&2C<6T[5SQ[,CY*0<$,HS40%!N9,P&>VU4=I:49BR_\E2MCGT"2,(%GBL,S+;)<1GRZ$=W*)F(UU*H M0,5ZM!'711:H%-:SM^S8G^5S1S[QK-7_`&6VP7XOG(WF=+]'X.6]&Q`0'1G- M(@("`@/:VV"Z"`^@0'_H^>X(<&9TOT>,N5=%B"F)-%,RD%%+R$A+VLL_E%)# MZG]13Z:]AX$OJ1?>AT#WH?I!P9G3[/+\KFCGWC6:O^RVV"_%\X,SI?H?*YHY M]XUFK_LMM@OQ?.#,Z7Z/"ME315P42+Z)YD7(*:R0E6[66?U"BDX3%%PF)3Z] MF`4UT3"0X>X8H]!ZAP9G3[/G,;YV_HQ=-U&]O_*<>Y1BF<$DY8]J3.S1=*$C MS&.PADUF^NR:A(IB2D;MRII%*!"`!0*4`Z=`#@S.GV>1#*NBS9%)NVT4S*W;H)D1000[66 M?TD444R@1-)))/7LI$TTR``%*````'0.#,Z?9Y?EKOZ547F[^U[F`JDK1)C&$E!L59XS)AX^HJ;=/=99R-'`KV[JOW`FP?3_@Z@_P`JU$XFJ;M$ M1/9W)UK.=L#'*;.,CH]"!S'LO7?/8MW#9:95C,[WOUB:EDEY"2(,N\76,54R M1R(G*F4Q4TQ$2A;JSL^*\3D;.`X&@/M'A2AM._5.;*5[67>>Z;$Q'O[S'$7TQU/Q<.3@WG=T1'U?RANBVO>[!XC4G%OW$X M@XVQ4C"0TO\`-PUN0^#&:_S?WOPPT&,0;.`=>%L/F.#I>5]2\Q0DMZ*VAU^@,2X04S;0C9`MV+M@&F4[^WK`5R^A8F]4JDKA^D1*TZK7S M.A9JNGP()NRI>8F<@FZ(F[./=Y/98&6F3#$F[+?0J8V&G=>@SQCP\>_V?84> M-RJ-Q/B.%^-2#AMCU)"O?%Y(X-_4C>`K@>JGCZ@!1%5V<)B:-J_D;.!UF=D/ MNS);NQ<5EC#]9Q5I^3N,Y+^:5LC):]4VF_'S.)]H+B6@0LMFZLMZ7D3.[1Q) MJS*AZM(V`[>93C?*,41:I'0TY7SZNP$-CO?`3&$NU>MY2B81*4-,;R(%`1]! M0$VY)A'H'Z8B/,NG%#K6NA;JK9Q[@"45LSK^QD&VT-#1L+MYJ/5='RO$$9K(6F3V-R.R;MT'!BG52-%*F6*7PE M42ZB;B&[.%[.F?\`AW=3\-O)O\G&'^19^4V^%.`X&H9WL6,C^5?UHM"K)VE0 M:3IO&RN7;F*=>4KV.L=V+;*$Q_(6>XC/R#7U6MN)*X-F*[ILW?+,".3.C(@D M@=0FIHY;_E/1L6F[AFB93&*.WVNG4HB4>F7*48.H#T'H)9<0$.OZ(>CDQ6^[ M;U?GY0W1+[[[77[+5+_7?C%.[;U/RANB7WWVNOV6J7^N_&*=VWJ?E#=$OOOM M=?LM4O\`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`""1/'XU/$H83GZI^\*UF4VC6=T77ZWHP>*#9)R41!XB]SO%2!X%Z=J M,L*9JZ=.55!,3`!Q22$ECGNG'QHN6TN/>]DM.951HFN\,1$$4$B)D-335 M*3'RV3,0[:8]PU([`9(SWC?,6N^98+?4:DGD/X,"[/*_1K9>9FFQ>U_[O\`A)^4\^%.!7'W<)F)KO;KV:L$^_:Q4%!5NH3,U*/E`191L3&9,I+V M1?NUA]"35FS0.HH;_4D*(\)=&`>P1%LH[MC8>;+TBY=P(MBE+\7RMFJ**)3@"Z*B*B2P`J0X!;JFSXKFN1HX#@:$FR6>H$G M?:MVM5:W+W$I>;K#W(=79RCZR?%.-LV@@/#0&OTRED+(D0WRU4+1:;"2-C7# MX8]LT8":7;M#`]*0ACA>3G?EB=?'/\-Q+Y.M\?OK=;_H8WC\][M%B-F-?HUPWV_?HSBSW4:YR:4K+CK?K:K\(1J">VL<:&CPC%6R`-%#O% M`6045%P)52I(U)GCZJV_:*X'::G]O`;#E7(^#,_UJ,SCC]ZAB:"UFNU%/=IE MI7+ZYC*U+R7SD,@N).N6!=+U%]'-F*;Q\@X%-!RW.(&%$WYQ[OX]EFOTUDK% M&[5HG]3L8:5R*F=\=L#8*Q#CJ_8MIK!%EB.%\JTIU+),_9+.C*67SA,X<&<` MW7\D@ID+X3"95VYYZMJKD:.!U@-HPW;:7O18LX95W$Q)DK`EWWNS7&16J>.M MDK;;-@-9Q/LI;#.LMW#!D:FQ7P7&U!C"OW`V2&=%DHL\LT5;F*JZ`2Z<;YXU M;KJM[[90JJ";;_98IA4.)BANAO\`"!3"8>H`(Y0.(@`_HB(_U^3BZ9V]?NB+ MKC>NWJ;,.]BEDVGS]%QA]GJH6FNXK;[>5FYG:VAJ9K2@>5G'L;D5O(34N2QD MD6@KR)EW2+=JBW(<&J+:#O?CM.F:3PB3Q!8Y[M?;\K MC#:%4XQC&^<=O07J(CX2[F9W\)>H]>A>ML$>@?H>D>,M=OJ_/F$T[[X_>GZ9 MF=OWU\9.WU/F$T[[X_>GZ9F=OWU\9.WU/F$T[[X_>GZ9F=OWU\9.WU/F$T[[ MX_>GZ9F=OWU\9.WU/F$T[[X_>GZ9F=OWU\9.WU/F$T[[X_>GZ9F=OWU\9.WU M1CW)UJ4P!K9DS,>.=EMTV]VH*-4FJ\K.[8YCLL-ZV%ZK#55&4KTU8WD/,Q[Q MFY517;.D5454E#%,7W!`68X\7+NT^Z!Y5-\5@;MVOA[J_<`:^4U*H5(WJ&9W M3'U@P*JK']8>>K>3'6,;/E M2S2L]9I]%ZDV3+!UDZ+9%)LJ==PJ4!$A0$W"6X<;^7+=7[Q&.^E5CG]Z7!F] M&G?[17C.^;/;-U28SIL;AWMB3>--*9Z7KM0R3G9Q/+;+-%\A9`V6%LSS4/D:[9 MLL$Q6X[53/.<,6Y3POL;,/\`),`X;V;%&+[S39R%FZ;?@C)2/=.4G[*1:/&C MEN0$R'4-3A$N\3V>K9BV_P`-6;"N/,FU;#V`-3\V8QE'UYP1E?`M=A93(V0= M;EL;T>F1.6:/0W=@!K6L-RRJQ8ILX9Q39!L1=1,[E!,XUO#2+,.1HX#@1;V' MU@;9ZM>#<@QN6,C8,LXWL!$F*"WG"[PMII+`J8R"Q&X MD`-=(_R@1<&(,I!+[WQ>(!B]7'*?KMOC6HGFU^"L643#U M$WCB@I^.Z\TK->&:U9ILC+&C60J"@,@^2R$S2O7J,6:5 MDOY%-V_OY*O]$VH?;+XX&-W4^13=O[^2K_1-J'VR^.!C=U/D4W;^_DJ_T3:A M]LOC@8W=3Y%-V_OY*O\`1-J'VR^.!C=U/D4W;^_DJ_T3:A]LOC@8W=3Y%-V_ MOY*O]$VH?;+XX&-W4^13=O[^2K_1-J'VR^.!C=U/D4W;^_DJ_P!$VH?;+XX& M-W4^13=O[^2K_1-J'VR^.!C=U/D4W;^_DJ_T3:A]LOC@8W=3Y%-V_OY*O]$V MH?;+XX&-W5D[5_`3_7BBVFNSN0W^4K9?,LY.S)=+H]KD34$9"T9/M#NQR#2) MK,,LZ9PT)#HK)-&R0KN5C)H^-54ZAS#R+)A(_A7H2AX].,D5)9P@TBB,79Y) MTY=>HMVS`J"@O%UWHJH>IHHMP,8ROC)Y90$WB#IUX&H-KGI=V7(C)HZG;05) MQEO,U?N"9:=EBOY]VRS/KKL=5)&U+25`5O1*GD^WX=Q]DAJD+:(LE'MI&B#] MZU%RQ)(,'@"G>+GC9GBVT,;XTQ]AZEPF.<5TRMX]H5;*^)`4^H1#."KT.63D MWLU)!'Q4>D@T;"_EY)PZ6$I0%1=8YS=3&$1CHYQP'`<#K"-V*U#._:QY.9R1 M7'[K#RVYVNL;=9EY#SJE;^!C88Q>29;*2T6W\2;Q!D8YR@W5!TD7@VFS[W.^.6>,WT+9LBQLC'V-U$W)"`D&\MD*11J\*9E9%& M2@/7"B1&AB@J8Y"E$P693=V\,=4XO9SZGOA2H#=Z![CUPF+SLTEF#%+J0GIO M*%+R\]-176(XXU.9A<*#-S]>%!L!77A:%7*L@)A$Y`\91-*WM^_CU;*/(T<# MJT*\RU:C.ZGD.>P+.YUMF\9]XLT'R[CG*5=HU*UE1KB6S3KI6J17#TYP-Y*)%].-\M<_N[&(V2]\`,8"ZD:^'`#"`&#="U@ M!@`>@&`#:@@8`$/3Z0Z\RZ\4`=.,B[@M,P]RUQ4-:,1VB5<;RLEKC'3VUDW7 M6]>LY-,]0&QH&KR26MD^-GKY(E%LZ3?.4(A4%'!T1:_4_,/4FD*B MNZ3F.J!3^81)?H).(F[.%WFA+YO(/=XEFSE%TFEO_GIB=1`KDI".(Z`QLP=- MC@Z,905FCEN9)02_4Q.013`">$.1J<_5/_A3@.!J$=Z!FS==Z#0E1TS:.E&> M"*.Z9J.6R*ZC-R3;.,\#EH=4AS-G!>GH.02F#]/EFCGN^<;>_(Z'`D;O;M5VJQVG;+9Y&7L$Y,3]HGWCURY=N5E5%ES>^\/0`M3;I[K@.1HX#@5T:"OV\BW1]79_Z\F@7X65F_F=;6\%UGJF5PJ&>J/UQM M\?PS%?YJVK'"36^J9G"G`TI_&[MM_,SRORLW6+-.1IH9>U?/= M#V>W.&0W5K^T4]*.]-YEK@H^N$]C:#8PMN4R1D(9.9R>3($>_7FH!J^+#@@R MCA;JJIG=B=8HE2`UCGNU;MNO7F_(%@[S_!YWR/XT\[R^OE^;\2X7S/+\7I\' MCZ].OIZ,+-E MC(;F03KU;38((QL(Q-+6:TV.>DV=?J-(IT(11)6>N=WM$FTBHEB0Y!=/W:28 MF(!A.4:(FT+5&UYR4'*6_?P1DNP2CF^C,F>.Y/"NUJN4^&8URI5^$JU>BTA0C( M&NQ3"$AHY`3&.*+&+C$&K%HD)S"/A3(4.HB/(T^WP'`(U

=0=[=6>+3B9@-;];D?@Z/7)JK(#,L!C$6S@'1R,S^:NHB*``D"J MM29X^JMKVBRQ9XNO;O/6]EL3XPP1AN5S=0F-UR=0,ZV3-]FJL&\K=]:S$RRQ MTM@+&?PZ6(AEG+L4TY0JRAT"III*"I[U$W9X>KCWLG>-L!XHPENU3]:MD4MK ML5H[!T6189?2Q!=L'`[F'^)80TK73T'(#AU86ZT#Y20'=B<6[HRHBET`H\4V M8QPT;9W(V<#J](7(-+F>Y;DW'S+4BJX%M<#N3GUQ-[]PLID[X[Y!:!LG-%44 M?M@H!_4#D=./5!#3QM7'68.XX1+N59!H9VF[J#9>8 M:V?2GS,EJEU&U45^/;XD_KV\CTWHE5^"!"'39Q@IQ!/J'K0.55"36\4+_:#6 MD6U[=KI1IO9<-GUOG&ZW@&*;',ZN/XN0`V0VR8S*B&$L08_R$+BM`I\(H^1* MILP4:@+M%PW`Z0BZ:KQ^W&L98N]QC%2*)>Y#M&B`(HI(%$J"E*1(8Q$2$*94 MQ2`)SB'B4.(F,(F$1&-3\K(>%.`X&HAWF/SSNB/\0-)_G9QO-31RW?.-N_F7 M4X#@.`X#@.!!#N:_<+;!_P"3]:_=]4^$NC!'9Y^L#F/\)BW_`,F>(N6IMT]U MLW(T,`.!U/0?T#T+^EP76>J;G"H9ZH_7&WQ_#,5_FK:L<)-;ZLKYTV9P M5K1%P$UG/(T/CV.M#V4CX!>4:R[Y23$/JZ5",EU$WH]W MW?1RX3NCY@=SW1'U=^^4V#@FT;$2*T3-R[VJY#8PM>DFKI-D^9V2:>5!"*KJ MT:[6*1T#Y9OZJ8?JW@XP=T3UY&E:.VR::F^W:=,=PD@9'*VVBJ*:A5S'>*CI MYDY`6J`I)*$(L5%8ZPBJ*:?EHF#Q>,2%-6;K%EW(TT5O:G,B9&H6V^-D:#H[ MAS M1J:,P<*@*SD*322\H"MY)./=@<%$D>$Y MI\\*U1&9;72YJT0)F,Q`MEB)JNCL"D(*1D3(G.0VN3EG.ZSQR;A_Q%Q3_2 MJYU^D%J_]J#D;QYU%+6FF8T6O&YA7/(ZUV^'LS([F9=VDK MK++M/<6_$,OFG",P,]4$*K?UK/\`!2E%QI%3D+.&A$UT6D@)EV[)98JRB"P$ M`G$3=-,7FY3[)K;-:[I@S=6=U.Q'D/"6'U,_T-JTHF4,IM,Q6M&QML2P83TN MI=&57J"*L?)F.CY#7U03-_+-U4-XP*16MOV;:?(T<#KHK*W[H+78$9+8D9&Y M=JA'>'.A]>*`R5P?<5GE@/L;D)9.&2Q[5?6LWO'=@C4;2BU9SJ!F[X%A3*!@ M4;@.G&YYZ9;A)[OIN!S`/;ARZ1TS.E^B!^ MG-VU;)ESN,DGM$LHVF.#=\%*I&--%9BRFI,$MJ9JL*U9=QQ:4N:G.EITCR3& M-,5$PIR)'?@Z.@,8DLS>'/HBYWV)C!MCT*=LL+:N736R]I9UP<[;9.M^KDKK MS&-H=O;#'L=>3R*K5H<4GEO@?6(I*/*MUE#//53%,FJ?HB;K,:+P>V]_L>^' M_63;4_[IIO(W/RLFX4X#@:B'>8_/.Z(_Q`TG^=G&\U-'+=\XV[^9=3@4$[Y] MT[/NJ&=Y*FP,3@!KBM/+S##36;O47//;7&2:6M%5V*G;C,*+9DQI!O*XBULH MQQ6S0AG3<4`5,9452IA<,7=94;+/WSLG56VN4E;%AFQX1)+.*U&[1436/)UY MQ!8K4X-+Q=(@Z_'UK;:0R-()Y=NE>D8"GO?@8C.P2$:Z70/\&H&?\8.ZST3Z MT?[@F4MFKOA-&5N&L=WI67*?F=U8(;#K9V-_PU?L6-L5S;&GWZ4AD!_P";+$/I`>6IMT6SMM:?P["]MXGC4+YFU^0_J95 M(PJ2G@TJVK'ZJFY6)**"3W2^J$4`H^E;PDZ#P76>J='"H9ZH_7&WQ_#,5_FK M:L<)-;ZHS]TBF3EMCL9-FU"RG=JS.XVW)Q58E<4XZMN2I>$?9EUEMU$J9Y** MI]&R2[B(^7G'A6A9%Y"OXQJNH0729TQ\!K$W-9EYK[N.WH6$<K>R.8]9? MC5991OI[D'#F?J6[P`^L3>$72L&8LI80U8Q30LRM[C8(E9W8W->JTK8:;&O7 M\=67+]Q,+RD?7/%YYPRQ7==M@Z#1MYZ13,<;K2K3(V!U<11\;:M/;,XB=OIF/K%AVE8F:0DDV7^4*RR(E,NJ1OXU/>=5P+_9& M+RLW6+*^1II5>THT'N(7C;&OGT,R])8KAX#0>?D=D4&&P%4P:2X8U').2C(1 M#IK9[+7SWXB31O*@#)H5PJB"X@($\\OCL8W:^WCG$H\+=Q?O0(8OIL36>WI6 M7%6KEI<_,85V7CT[K28^BU(8*[1K:*FIU=BUFG"[M,K1ZFS=I)-DU3IE M%<4D6(G=OQPGZLH?E%^]Y_1Z8^^Q+MA^IN7$3NW]')JEW`N\W,3"+6TZ-4*I M08E/ZU,-L%;8V1ZBJH44F1&\+ZY!E=I'>F3!R<7:0MFPG6*54Q`2/,19NW\X MYK?M^>Z;35HXL%IQ8,GM7L153#S2^ MIMW:/@$`%0#]2`X+G=XC%?Y4;NM^LOVGY.;-_G1J3E9R;YD61_5CD:"`+`P? M?.^]1EU3=?J2;11=1?\`_)%/QB'=NZ?9_3_NB=UR-29JN>W-FXY'Z/K#<&&D M>1994J?A3-T>(1.W[Y>,6Z*!]26>M)W1"0I"+^5=0^.86]Z;[8L;IDYW%4@V0)TM=NB_6.A MS,?2;'1;CB;3[8:S0%]JMCK,9-R4I&R-QS#0G<KOC`B M98[)%@[KRGV9:E.[EW)RRJ183M.[-+P0M^JSB7UWRHRF"//JOU-)@QLTDQ5: M]03^J&=$/Z3>\]`>)B+W;NCD"7=KW[*NZ%?M9;@J-C+)BS(EJE?45T&X()%5 M(Z5/EAPFZ6.Y`YRF(1$I2&*02F$HG,P=UZ.+,>[5W,TH^74DNUGLF^EA/(_` M#%CJGE>*C`2"5?&B!FI=?*4R[!0\(=L1T"#`0([35.F)TU"$38AW;NC[)>[A MW$O5HT3]J/:P'ADV_P`,IDUKR49JW5%5J#LL4N:[D6?)$0%<4C+)-A.';P6O.4WR3PA$5S^7(+R5FB3,%U M%BI%+Y9'!0`QA$?>@!F(=V[HQZ7O;[[)/:Y4970-_`Y8G&=9(]Q=,8JVR2L% M?M=ZKERLM)H\B9IBIX#B;FH^@RJRBS4CAHFRCWSA!1WZBJD=@[KG#)%?[O'< M<>U6$>V'M*[6PMP=Q,0DV/ MKGD=03!RGD)5P+7UKT>/R?'Y?OO!XO>\8.Z]'!5.[KW5`44!'M(9U,B"A_), MK@_-9%3)>,?*,J0BRA"*B3H)@`Q@`?0`B'IXQ$[MW3[((;*9,V0VYR"WRIG; MLE[33U];U"$H?P_376\N(C.ZG6YN?L<#%24?B7)=*C)08J9M,@LDNX14<`#H MZ8G%/H0*ES=9?NCTRPH^6.PCICL<;WHP)'2!GAHS-?=#=2:#<@K@HJR(YV3C M@=N2$=*"5-5TDF<1#Q&#PE$HQY7[L?Y?QY/P-:L+^-[;&X6E4<*E;E'.WV0< MX=RIDPPO--LF5MG7[&E'RN4,DTYB*,0L"SE_*E;1L>J8_O7)BI&,3'#2Y]VW M[VC[_Y]2TVV5C:]L+E:MUP)FP*S-C-*K1] M;B&C4BOP@_***)`*X7*`*FE=-MS%D/(TWZ(J:U)XU^.^Y?K/:DR#9B! MMF_*U9(8PT?='J#<->==^M9!@9RQ$C\I@6%+-6`B[-<&49MV?%)Z)S^L^3TZAY?A!6MO7FV2>1HX M'6%1&$,.5;N4VK,.*MPRWS:7*>Z^>8Z;L-G+"S2O+W,;V5C MZ#E.NUJ3@6!'S*#5:N1+)G1(NBJV5'FG#GYY=A`:"[BWB-X,IZ5"3J/A$V`\ MY@;P]?>^(`V2$`'I[O,NW%5QV\:EW*&N=NZVY=Y@U(7(Y[@3HBK>;P_D>7;E MDRZUZ_OFKV#;US*U0D8.&-CB2J[(C23=S+LKE@X,+DP&\Q:I,\4>/:'JQN,^ M[=+EKF"RX!O%--L3KRNYKN%<4Y/J5[6 M+4,K'H+@59N;HL1$W9PN([=#%VQ3WH];1%'UON-[1OFW4Z9_-:.'-.%%8/+. M?P@IX1]!NA@Z>D`Y&I^5C?"G`<#4.[TT+:7'>+T)GH-S76\/&8DQC&64DOYC MB51T.!4WL MUVS[KG_+MIR%`[6VC&--N5]K.1;5B:.IPW+4K)3VM95H*^0L M16ZKU=HI(UN01,V77*RW)2>I M-DPA8)2D8ZD\B2_PY>[#@>ICL"A"X:L5JD$6H.7<0BFI^0JC>7^=BY05JT/D4LK(OL9+0V1\I7?)$3C2MR.1D=B=F=-4Z+@$%4B+(B(@;P&+RQG=9C M%8Z[*R,8UURV`8UNPA=:+"[Y[@53&60AFV-H5R#B^BY-6HV/;0K:HI0\1:?% M5*VU9IR+0B:+M%F0_A,83*'4VZ>ZX+D:.`X%:_;R070O7C@NL3RX5#/5'ZXV^/X9BO\U;5CA)K?5,SA3@.`X%:&W!5?GZ=IHY#=$PRY MMDFL`*E()RGTVRL,#JI^8D`CT`2E,!1'H/AY6;K%E_(TT-6LU M;2T.R;199SOB1IC+1VS3V+G>'\`6?-$-;KJ&0LANU8&_3D'&OV..(9JI',#B M^>"DF9%=8WF)@D)N6,;M6YAKV*HX"P>*Y`36'$&-!63`?$":HTN%\P@&_1`I M^H=>1J:,O\*ILZI-.J^1OL!D)N,FRR8;$+E(SW M479)LDBG>B9XUK%@#AND$4?5GHF!L>QC=R6!Z*MW+72/3EJ]0 M6;/&VJVO;=VV1J:1*GA3@. M`X#@:WF=YATW[]&$H$)($6^XDB5^GC\N789I8R,?6 M`*:4-19\\<*A4PEXOSO(=WDQ?GX\VR'R-G`XEA!8,(\E!R7L10D"QLPXF6;A&#SI?5B.2G6552CEQ&0$BS)# MPHM%R'3`I3`8.6ZIL^+FN^F2;S4LFY7D6%^V%85#!F@>2MDVN+-=9N(@[ADF M\5"\F2:Q#?9>HAJU6S/&R.+)6<:5*+J;!24=W"R M1[Y(\DHDW6/PSQZK@>W!9\UOK3J;.9"V2S3F-AL+HUF3,5EKN5G55.DG8JIF M/7J)H%O)!PE5@E:7;EZ/D5VA.1;9=:,;R2RR2'B(BDH)J9]L*/MD7-DDN[;> M*K3\I]JBFVA_W1-8B0+*[XV^-W=,AY5:%UY.SGZDY.>*2D<1(*$\X61I)IYL M`1^GY@=?")FSCYY;47R.[S_?L8V^A_'_`&]>1O%ZJ_-(-2]]\=9)[ADK)[?1 M,8?(N\=IN<9)6O72P6B/LT%*86PF^CI:FQ5FS)'1E5K,8H^5A4VL6+ML*L0< M!X!FK%[I?8_&N9KEGJKR,TS#.9IW%2&R\2\LLJ M6?L3J/L76F0I7$_CXR MJV[SI=29+2L2:J3N>'65D\TXK<-2Y"LVYC^K?%EL[EU[T*K;9!U(XN6?A1B2 M/D>/J!9%:Q23=VE7E'`/"-2MBIB;Q&`$S&Y&Y9ISRMOY& MC@.!J']YD`_+/:(CZ.OR`4H`']'H.V<8(@`^[Z>G_P"KEFCGN^<;>'(Z'`MY&H91S'-9+UKUBL)47N)=<:-8)?&N;\B4Y1 M1!Y$9$V0R;5GT=>\?'N3`05;4"MO8MS%,52DFY%V[67C6%9XWT2AQGI]JMAU MDV8XSUYP_40:BV4"1CZ%759]VZ:-19)2,K9GS!W8IJ7%L8Q5'CQTNZ5\1A.H M8QC",7$B0C"/81;1%A&,FD%>WP'`<"MGMY-E$+MW+%3^#P/>Y-E!RCX#@8WEDU\UC9&\TH>E,_GM#^@? M2)>@^X(J9/"H9ZH_7&WQ_#,5_FK:L<)-;ZIF<*]0O)F_*+'^1IHF>U6[-X1 MU]VLQ1!YIUF=[((Y2T[?PU0$NP^7L&-<834;DC)*)[DVC<72#%E>[`#J=9*- M$IHKAFU(S5("1_6CB6QSW<:W5=?16'`F$1<+'19I$K^% M.`X#@.!KJYV9`?OCX7E5;,BD=M9M:(9E41EK8#QX1[K;W&9)]-I0;3)4;2S1 MK06"22KI[49=Z"YTR-Y)B`G27O)B_+QYMBKD;.`X#@.`X%>O=6ZCH'L)X3F3 M-\'4'PJ$,)3D-\JU$\)R&`0$IRCZ0$/2`\1-VC"'8M6CY#MK87L+`&[7XSV? M,DL^A8\C=&(K\DAEVYP;V-B&K9NW*U;.%(;UU8IP.H=Z[74,6ZIL^*P M_*.MVO>;I2&G,R8.Q+E6:KC)U&U^8R%CVJ7"4A(Y\X0>/&$5(3\4_=Q[)T[; M)JJ))'*0ZB93"`F`!Y%Q+JQL&A>D0&.<-1-;`.H)#*'#"N//$H9+TIB#B6+]S%K2#!!HYC;[W/I%L@]CGKB/D8\Z[2<712> M1TDW5;N$1$%$'"9TSE*FZD33(,0((H&;D*8DK6VRZ9;?W(V<#K7L%U+N!YFW/QS7:W MHC4K3K-([FYXO&MVPR^(<;8NR7EI_C[+N3LH2![7M+=HN$N&0I%O5*E83I,I M=9JNY>1[<#>`6H>#3C/+KX\9;XZMC[A-R=L5(#&6K."X!4CH[E?(V1,C9RNZ M95#-?@U-U3:!5\4U!@Z1045,[(A;I)+ST_)25.F8'7)P=/Y>R"^J6MO<,/?= ME<$;%[C9[:X:Q1=8"4P[F*BU+'%2N.?E\U0LKE[)SH+=>:SE:7@Z1B2]75>I MP<7'N4E6,?$H(G6'R4SJ#%<>[K&G.%Z%VY-MK_/-,PY_O$#B&0482F<,VY@R M^@WEW5A8$;VZ,Q]9+!.XLK,S6#RBCILYAZW'>H(IG!(S9,RB@)JFZ3MMYII= MO#&6-Z#5=AFE$Q]1Z4UCMR]I(I@VJ53@:XW8QC')TN@RCFB,.P9IMF#-!0Q$ MD2`":9#"4H``].*NW\K$>1HX#@:LG=?K!Y+NTZW68LPV:$KNJN-FIX@!`9"5 M^&=WZ?X52D.@=,(MB,?U7,4Y%0640`O4IC\LT<]WR;3?(Z'`7@;%F.T(V5T@X M:.6+D*25NJ4Q%E`*2ZX6'<*\%T<1V^?/4 M-J>ULP1=N$F,AM7F(7[--4Y&ST66C.U"[,72("!%A:K&$Z?B`?";TARI=9ZK M#.1I#/5'ZXV^/X9BO\U;5CA)K?5,SA3@.`X%9N[V3:?A'9+0[+V2W;R:-/@I]^T&8=M5$FYCI`110OA`?%T#E9O"R M\F2V_DPF)T'J/I'D:FC,?"G`)R>6<=3M=!.GZ0\!AP_3A,3WQ2&]Z/H](`/]0.2M;=)Z)8 M\*`A">-EEM0_@*!?&H;/.4O$+J;/BMFY&C@8^R?;K52*>_L%+Q;:LQV)NNR;L*'39JAU^9D1>.4VZCL9?)% MMI=79Q\:0_G.3'>BOY)#>2BNIX4C!I899+G:S=SJ:LY=2^W71)-YW1]GXVR+8L@66&UQE\B5>P6;/[+.U/?7J+HULO>3-JPL;I,[M"QO4;0H6+:F: M+-6K!N3AGCHF!W%;+KFW[5O<=;8%UFJ-2L>OOP'1[YA*>PU7*J-EM3&=P]E2 M)JL]6JJ4YKA3O0UPQP1\]F!O\`)9-QYO/<)?3Z M@Z,2$EL%1U'6`<:T6\8XJD>LXQA'2"]L9U+(+MW.1A[*N^-T(EY,>FBW32:H MII)@'%-K:4Y&C@=<_P!NYQE#5WN#8>W#OVZF',N:R6#/6Z470M%ZON)6H;)V M"9.S1.QC!I,6;!6<[KC/#F(8Z-69O2'<%F45%!ET"-BKJ/@(;5<=MLN;IGKZ MMN3\L=@[]@@?2V[<7XZ/)AT[IXP?ECL'?L$#Z6W;B_'1XP=T\85^]U#N;XHS MIV^]HL2UJ&2K%@N-!C6;"5-LWHW9S($1O%3<.2#6\9;7W#(4RF^02,U\F*B9 M!PH9<"BB)!.().*;MW\;_P"+I-'?\7=DOPVMKOY4Y3BKM_*;7(T<>]PG%OP:A=G5"86)28)88"4 MDH%D@^@Y]N1S,@)61U#`(6:.>[Y>WY3"'NFWLHB`XMU?`0$0$!VFV&`0$!Z" M`A^3T]`AQA>[QQ_9^?E3KU_!;J]]*?8;_P"'IQ@[O'']GKJ=UFX(G$BN-]5D MC@`")%-K=@B'`!](")3=O8!Z"'N<8.[QQ_9XQ[KUK`!$<=ZI```(B([8;``` M``=1$1_)[^@``.,'=XX_LPP;OWX?*8Q37[MOE,4QBF*;N&WT#%,41*8IBCHT M`E,4P=!`?2`\8.^>7CV1)S%L)#[\99^6/$>TNO>)K-BO#2=7O:N`^Z?/4&`' M'4M>T)6'F[Y+26FE=*0J%K=>K-?/>"D4[CP@D4Y_$+1,S='KV.[H6RP$>WL%@[HF4[0G4G["UQ7PLK+ M4>1U&@$I]9FU:N$3Q;MTT075'R7)R)"IP9G7[_\`C;@T6RC9,QZ[1EYLN0VV M7%%LH;!5FN939Q=;B&N1*#0\^Y+HV.;B@VIK*.J:Z<[1:['K>LQR";-V)A73 M#PJ.9OW&XKX2?EQCNO.CM-&\BJID24,?)VJ MS42K$$Y`3?;9X.9*G*!3D$%DTG`F3'KT*H`"("`=!LU3=H]_;=BJ^VR[7)DA M``C]FLWR*W4IS=44]'MFV@@'@*(%$57A/2;H7^KU$."ZSU_"PGD:0SU1^N-O MC^&8K_-6U8X2:WU3,X4X#@.`X#@:)/M5."&F:]M\7.G6ZF#]0?B!H_9)]&,S M)?+G276-;JVO1O'@ M+!Q_+,EXL/XT-Y1P`IT_%2X4?+,`>@#$Z]!`/T0Y&IHS!PIP'`LZ(:4.!(9(5]2-;UO+.!0.GYN'*:?P&`@`0# M$\70>GHZ^YR-32>B6_"G`RKLTW\=BJR%@P6:S#UB72G'39 M!W)IJ.62R!7#1>+>/BHH9GU5VBSU!9XALK8[W-M2UFLF-Y+!+R#C=E:FUIE4 MQ'49.K8NJN563O1RPGSA-TR0L\S8E)R5,R=N;9+.Y='R':Q#(U.-URF9MOEC M,#WM]=QLQ\"YVQ+LCLS?,6V'%*IL2YI<5JKVFMUC6'">+Y&]9\R1AG$E4:3# MFW8S+)JO9)LTC&!79`46$`4'D:Y7.6>O9\JSW`ZBRW@A>YK97=LVG2RSB-Q( MR[VX8]O"PT!QB-@:EM0G,8KN*J":`%=]$"B5PF)A%0OOBB95V_?QZMC3D:.! MUO\`V/XK1,_>]Q<]Q;8-HI/;M]D?=LV.'8W_`\3_P`%QW^TFW_V+F74^!XG M_@N._P!I-O\`[%P*F^^9%1:':CW.=(1K!%R7'5;1*X29MTUP1-E*A+"D"Q$P M4!,5D2'$O7IXB@/N@'+-6-_QJ3>CO^+NR7X;6UW\J MW5J9NHZ1F\[8^EG]WCZS&U"!R32K[>\;Y"K4'"W>+R1"MX*RTBQ0CAJK#7N% M:RS10Y53MGZ!%DA*H0I@)9+JBP/9-UF,(F-L1W)S&,(B8P]R3<$1$1'J(B(Y M5ZB(CP8>);LI:OMD57+G8SN0MV[=)1===?N3[?I(HHI$%15594^5BD323(41 M,81```.H\&&6.T7#OX[2>K2AY_)%GJ]RRIL%=<43F5\OV;.MQE,&6#-][6P; M*.,E6^1E)Z=CIK$Z4.^9^>J)DV[D@&`#>+BFW19GPKUO4VG_`-JMO_H$O_-X M`63,2'3%HV%-4`!1,4$A(H`"!@`Y?!X3@!@Z^G]'@?V@V;MBB1L@BW((]1(@ MD1(HC^F)4RE`1X'\F9M#"(F:MC"81$PF02$3"/NB(B7TB/`\J:::1"II$(FF M0/"1-,I2$*'Z12E`"E#^MP/[X#@.!`[1K_"N[OX>.9OW&XKX2?EQ#NT?<+9# M_C7U*_G?X'Y9JF_XN>;*M#.MJ.W.H!TB!'YMSH^,"B/G"H4=1,Y1_EHF\9/5 MU?%(`;S/?>\*8G3W_4!=8G)R-(9ZH_7&WQ_#,5_FK:L<)-;ZIF<*/E]6\MKWYGR!X/\WP"K\D&-/,%/Q`GYGQ, MA?'X`-U,!/%UZ=?3TY&IHR_PIP*_=I^X12=6 M_P`+:U9'=X@S?@S+5&R;'P+RS25,&]:UVB5BH=A7G5M=JRQZ5G"R,(M^E5&: MDIZBNLF_-'`#D$11.FG:U$8MR?C&4C,2XISG"_*$ M-#7:7#%N8YS)5:J%CAE:1=K% M.`X&NM[0Q!2%CQC@2-CHR%E5DXK$TSRU+'E4F;_$.;"M9- M@=H4S1VE#M5VKCP')*1?079+&-ZW'0#U7YA^D_J2SIPR^:/K?ZHX>HIMWB[7 MY'*9ZNL[;I/)%)!TJET,H0KAWW:--8G6++E)SA6 MJ+/KJN/:++?=4UHY)S`19[BFI+]N78PDH>(LOR22DRC!*DBFP.V MGQXAD#*$3-\$OS=5T+R<_P"_CHVNN1T.`X%=+/NB M4U"N8"O,BK>F&-;$M5;M8*4S]42DK)6:_.(@BO(-T#-2"JD(G`%4Q-<,]T87 M6[XFAJ-M8T`MAR8\OLG?X7%4?1XG&TI.7%YDJQ2S6"A:,WK,*YD)H]E?2SQ- M'U;R?&D)A,KX$RG.5@[XLMPKF"E9^Q92\Q8Z7E7%+OD2,O!'G823K]\?AZ].OHZ\LU9W:,8]DH(T.V)K*$-\(?!`!F8(GX6*W+*_!@; M!97!A\)E9B+0LCZIX//!(?+!7Q>'WO3BZFWXK5>1HX#@=>EG;3C9=S[3VTW= M##UB6S&DXK3JNI725Q+BFH!6G4.I8FMEZ.)B<0:*K^I&;D\WK MU4Z>`VN6'+&-]WM8UDOZCG#/$0@*$2D@BR!%I M$9,8M&RH)MB>:JD0BK@>IE3',8PCETQ'POR=>IG[#,A?2*V1^VWP8BM#O(Z0 MZO8_[7NZ5ACVUQHI/DE;QSKW$<%\,UXU`ODG+V)`(`44B@[.L*3H%>J90`H]539PF&V?R-G`ZX;L:YB MQY8>]GBC$T-IGC'&EXJ.3-X7L_M?#R>7G.2LQII4S.R;B.LK.Q6MYB]!D_7E M$EQ")BVZB8QR)2'*052J6N>W6>/S^'8\\CH<"IKOH_FG-T/XOZS_`"FT;EFK M&_X5(O1W_%W9+\-K:[^5.4XJ[?RFUR-'`$6+5.JUZBU6M4BHQ+2!J=.K\-5:Q!,"F(QA:]7HYM$0L2S*]]S?T^7FZ/87S:)P!A"(?'DL>7NM9&K1DWZ40L=-!.SU- MF9<@%^K(%.GU+X_$`LSJ^M:M--D[G@[S1%BI^B=,WG7R% MH*RAK&XR7B_*&56<5\FYH3:Y*H1<63T$I0Y>6"QN%GSZ<*X8K'AVQDA)Y M#@IK&-VOMXYQNV:\@`8!P<`*BL`8?QF`+&,4QE0"EPG14QB]"F%3W1$/0/7D M:FC,'"G`HY[E7;)S5N3GNFY7QY:L7,H<O&L<2%OTW)Q)T+;CBPYQ<@I(PR M>(@J=%TW.X;*V5G=MS4&2]BS8LZ&2X":D-?L M@X[NL@QG*SC[+^6[CE1A3)VMLXACC]>>G[+JF-BRQ`8[*P<+QT--+%C5G3T# MNTW"<=#I1S+/;?)9QVU.WUD332WY)L]X=XP:L[/BC&>-X>!QG+2$NU>3-;RK ML-F"]WB0;!B[#M1H[2QV7.YD(VMUZ#0B(EFR`J0@!O#Q6MLPMTY&C@.!KL>T M,(G4(*C6,[>&KF8:1D&L'1D; MI0)*.L(Q%V8/8*1!Q*1*;GS!>,5Q23(:QC=+:@[;.S#MC>Z-F28M,;>7619W M.09$PTY8Y"Q7$Y'C4#S=OM@-L]9(;WUPYR]0!;763@7S%A(UV1E'1KU6&SY$5CZW$+2\N\CX2.027\+ZH8:QIDV+80=]KD#*&M$+%S#> MP,8B2FK1.V$T8C-M$D6LH+!&6(D=9(H)G.01+U+T'D;DQ,,4=U01+H+L$8HB M4Q6%`,4P#T$HAE>B"`@(>D!`0XANT8J['SEP][7&K;QVX6=NG;7+SIT[ M."+^(H)F#E<^?NWAN1T.!4YWT'U=C.TON[)V^"GL)`+*H3RATCE9@AY;4R9O` M8"G`A+4VML?D:.!HC]H/\K?^4:U.'8US;3]M`+Q^^\KEKG,YG3_RM[CD=#@5-=]'\TYNA_%_6 M?Y3:-RS5C?\`"I%Z._XN[)?AM;7?RIRG%7;^4VN1HX#@<+R"VR&[J4LABJ:I M=>O9RMA@Y7(-8G+C4FYBNT#/"RU?KENHLR\*LQ!0B8HR:`I*F*7@S>[GHL,U`L>KDKA]E7=2VU7@,=T"5D*A,4& M$@WM1L>/+HS,1S8JQDRESS2.NE7R0#ISZS*)3S=.7=++^M+F5%8%CQ9C'!*7 MA3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!I,>T/T_?6T;I9`F>WAE1OB%6E M=NNO/]V'#G*E$Q$2Y885O^PCJE(J+7ITR+=6<2R:6=`Z;$XJLSNRD,)!<$$U MC&[7Q^\;@NO'E?-_P9Y)1(C\CN,O*()1()$OB5">642&]\42EZ!T'TAR-31F M+A3@.`X#@.`X$<LQ*+>,KU]/(RC5!^GBRIMYG(^6CQKDP$;RI,48 MYC+7D4T0LJ8J97?P9ZL*AR$\?B.4!)F1K@]X[=##6SF*4%\)V6V,)+7V\[C8 M3R:UR#$7_7*:B+K*Z*7>RIP@,\C9/U6LDBC+U>TMU4&GP@[^$?,!(866*;U4 M]C&ZYG#S;"^@;%[%Z):51DDR=QTC':E:X,7\>_:K,GS!ZTP[36[ID\9.$6[A MH[:KIF(HD=-,Z9RB4Q2B`@$;FD]'!+)W)=3JAF/..";!9\D(WW7)?';?+QH3 M`>=KO4ZB;*=1;7BFJ2=WH..K34V*#^NNB+'.Y=H%1'Q`80\!_",S1*K%N7\5 MYOJ+&^X=R+3,G4R1$Q&MEHUCBK+$BN0I179+NXIRY(TD6HG`J[9;P.$#]2J$ M*8!#AM_:&I(CB9B2,IG8'69C'P?QVB61L@QT"X\P&EDN:48"-:QA5WZB8IMI2 MTR4+'NU`$B"RARF*!+9.'-#_`&YHV]^[6L^4\$U'"N+M9$S+D21['7[;=:$.0%IVP585S0+Y:Y91NU];$8G7@*H*GJ+"T)-U3DC(Y` MZR1Q1;(I"1,LJ[9B832X4X#@=.9=3@56] M[=W8X_M7[BOZ;`)VRXL*#77M1JBU?^-J-IM33)%*<5RM+5,4'06E*>F4T&AH MSRE/7RK"AX#>9T&QG=C''17)[-?IO>.P5FG'^]E>RYL5?\F[NHY9TY:8BOU;E<%,WU#SP\4D5OT2^>YBQ;6 M$(S,F-(D44HS9[7B*E$96TTN;9F6;IJY5QG#"_FL?S`>-VVD0<1!BJ,)ATF4 MEZQ."EW*KY%IU4R!2)IE9*9>:W!W"I6&.,<\?.UFRQC69@IAB90B:AFDE&/$ MED_$4IO`<.H`/HX5R;@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.!UW_M4..M5 M,F=QM7YU6W>0==Y"C:)8\D\#T^OX#L.=H+)%ED+WL.O*12[Z)N=;;8N%2?C( MA%R\50<$=(+B;WHH`(7DYWYZ^/JWX=>Q.;`>#S*$!-0V(,:"HF!O&!#C3(43 M$`X``'`IO1U_1Y&YHR_PIP'`P"&U6 MPT"EX)]E8)>/8V=EK1A21OU;4J>&L=5C'\,Y=JR,K\",?]]['+N1`SN>MMC>'=V.X6-\8` M%Q(RCMX^<&#JHJ8>19)-&E'O/88^M9([I+^3E&D2U==P78F)!P\E'T.FX<2? M:%IR#:.3>,,Z:^+&7?J]$P1&9DB+`(E&%E1$&X:C&_Q]VY;I]'Q\3J5JY%Q* M)6\7&ZZ82CXU`CJ9?$0CV>-*RW9HD>V**@K`\*FW3*4%7[%F\4`/$L@BH)DR MY;FBN;0_\[-WSO\`+7MZ_P`T5'EY)/E4XS9CA5R!!7B)H#K(`4%8UW'/").THN.?-]?5C M8>:S/%7BCY2J\;CC9'!=@;4K.V-8R4^%8AG(2#95_3LE4-ZN)9*4Q#F"O(#+ MUMVY3(Y3(#F.=@61CGR:8E^J5G"G`U2K7-P27M$4E6SW!=2Q/=B]:IU&C*2K MUJBVCX[ML;!1_P`/-8<,UQ;"9*_&25(NH;'LRHT,S1$)M@!P;K7DY_W\=&UK MR.AP'`<")>V^7KY0ZQ3<98.6K7SD-A+4;&N&/C4`N(*KJ(1;NPY#RY/19"&/ M-0.',?1KZ;-'B*1)B1191?G(GD$U`);TU9%P'@"AZ[4M>J4P)66E9V8>6W(N M1+8\3FS`W;*SUGEA1(0!`B31@S109,D&S%LV;)"3#-_"G M`B:BZ6)(N7Z0"JS1;&6) M[X@)Y\Q!FBP9[I2L5(8EC5V- M';7^RG5D1?U0P*"NP`PI-/6RB7H*A@!3:V<>1HX'76]DF]Z"3'>5P?2\/8*S MC4=T:YDO=U?/>9K5DR.G<3Y"CC43/!)AG4L?)'4+KX?B!6/%X0ZFZ?*=1NO0!$`$>G M+-6=_P`:SKH$I+*TS9`\X6+))?/GW&(H2%=.'L>5FEFVRI1!2N735DL=Z6&( MW!X44BE3>>:0HG(4IS*;=/=._D:.`X$#MRNXWKAHVP7-EXN5['9"Q=)EF5(Q M%A^^Y+L$DEDC(*>+:$S)(PL.6DP\M@0'EPSWSI7\'[X&+E"'34[?W=? M434*8AR'TAQ%JC;#C- MM%Y%V!CL;T'+%.;X=R+6,,$S[DE7"L'9,9O960<51S&XQ6BVZ#8%E""U32.0 M?"8`!5VW@LT2DXU=5%!"08K+N&_K;=%)VW457:B8Q`2T8T<%`HB@Y?M4%@`X=2"*2JI#@!P'T>CT\# MZ?`"V.*GI+EL>R,ZEZS!TJU-LBI'GWK.0\IPJTZ$8BAU$BQQ"S1SW6=V M.;?KU\*&06!NO+HTBK2MF4C$5Q(H"*K\D8*13 MB4P%$_7H/3IP71@G0?$TCA[4S#D':'(RF2[?7/E=S19%T6I)"V9LS$Y6R5E6 MP22[5LT!VJXN5F=(MS&)U18H((%Z)I$*4DT3"X5H^;5HS:V8.ZP,##7&>=I; MP[4G684>4O,-*`U-V=Z@BH[D9''TE'325;9*JD4?IK`YCW*)?)X)PJ\8K.'+%WB7'#IFX=LU8YVNU<4Z&5;K.H]=HP68N%43@8Z)T$ M#)&$2BF00\(1N:*M=#P$.[-WSNH=.MU[>H_Z'S14?3R\DGRJZ3D:5_[%HK8J MV\TWSU#F7:,LEV"UZ>Y;;L1:_P#M'7;[5[!DS#TA*,E$/.D7%`RI0%$&*Y5B MGC65IEA*4Y'*P<)=,-I[_4ZWJ=5*3AIGKQJ5FK8!DO/9;RO3[T/WI=4I8\A'FQ+OU%VR, MC5IMW09/MW[C$NR<%YS=K%SAH9EA]Z1.)L3\SELP7.J0BSB/5-<9>"=,X/U"Q&EH'X%JE$K@'K0R73J"J M8]#`2YQPU4DV?5?;[&NX%&B4\2;1YMPCA7""3&*RMC_)4I7Z!D/(Q)#8_+#^ M.?56^]Q(V1'L0@MDN!K286N&O:#R3BT02:LV#9)4U9Q<\^'CJHKUBN&L:/<_ MU2P-%Y=W5I.QD3MOJ3.R&E$]!R-"T;B"535G%;V[WN?Q3,L:W.QV?F=DAY%^ M$@JT`%YQ--W]72/YQZS,9\>/L[$GF74X%4/?)2J2_:>W60R`ZFV%!7QE%(WM M]646CBS,J2K?J>G;7E;;OP%@XL#6OF<*,DUP%$[HI`/[T1XB;M."K+V62&TR M@<3;L1VA=OSO>->RYVQXLPGMCH6J0&3#W%7$D.-J9KQ],81D*$$U,5OZF<$" M+&\2GC\70IAM9V:8Y-JOD;.!UK/8OSC9[GWQ\"8'DL88ZKU7P;EKNAV&MY,@ M:*I"Y,O[G+<1>)25C\CWSS!)=XBL*U_P02/EIC'(.%B"90/")=71RV_+B[*; MF74X%9?>0H%[RCVS=M*'C.DVO(UYGZ+`IP%)H\#)6BVV!9AD"GRKMI!5Z';N MI27>IQS%94$4$SJF*F/A`1Y9JSNF=N$==$MM,2Z\XSR_`[1S]UP'.VWE)[$S<0Y>1LBT5` M/>J(JG(;]`>1IR'@.!`K8W3BTYKRG(Y$@,A8D80=GQ-4L4W?&>;];8S8BD6) MM1,@V/(U4L"45*9)HC)E*1_;ZY8_UW;I_[+''OV^N,G;XP^9,]JX]AB9."FFO;F?Q$TP= M1


CERQ_GYO8_S=J1^_RRM_R/ MEW\:+C)_GYL9V7V7#$]TF5;'<]CDKC8UTVJ*]AMF&[+99Y=%BF5%DDO,S>PK MZ2629(D`B)3*B"1``"@`!TXR?Y^;)8>SLR!0`I=\`SQJTWBCW2Z'Z92+I&_\`E<&' MAC.UC>6S%NA*R&BTQ()E,#F23U8V:B".C"H*X-DS0!KA['MSRID65T<@*)C MZN2MLMLTEJOMM-*QL%"M%'LBZ1AX'>R3FY5=-ND/@;M&Z[E8_0B:9SB!1&%. M=HP?J%?;]L-:%=WK%7CXF>1SO,M`QEIQW-:)2M86,36F<*X87JO1F?'+C'"< MH]K3Z4=K6)9%8[Y=T!1*DF5,EXL8EY_J^94M8=-+TX*A4M_A5G1U"+MWL]7=E[29DY2+]0 M.1E8-Q7\8[:E4`#*-7"*S9QT\*I#D$Q197L?,==B7/KQ5_YN\]+18OR2:0,( M_5A",.P1D$'**`1DNSS&E.-%X@5RJ-EO63*@HB05#*!XP,R=MZOCYJ[/F;,? M:G2M7J#W'NR5SJ4K!6%1CCN!S-@?97,48CE!E:YVDQ6?)[<>6J6/32$`Y6C% M'A(@3)PJ)FS8A%3)"5DNVX4$[#=I7N=R]\S`>J]LBN;6!G+7>,PC:,S9QM.& M:',42Q)9,DK6CD;7JB/\^6Y'`TI%4M9C"G:LCO6_K;$\J5==5Z];GO!G&Z73 M]%YE2]GPS2TKM"2F=RJHR>P<3'%F(-EB?.0,#BK'@D_JZC]CN4U7=QD(5RHR M8/""DY(BT:+^+UA-51Q,KV7J]N9]GFS!,E;-#Y>)55WQ@T4X MMLDW4:,,*YMCVTL87)'+YQ*^K;GD<.59`3.$O]D`&R#U4C?RC(QQV#)V7J^M M*^S[Y@ZW06(\6>23%HZ<&<`H5;RW M#82`S>N&_&5[+U?/6]GDRJ=:*4;[PQ[-.+!L4R*.--@7/PH#;H4HRRLGNB_4 M>BHBSCP4$WI648G.J)_A"5*^93LO5R&-["FP43',8IIOS656D:S;L&BDKJTS MG90[5FD1NV&2G)S,$C.3;_R4R^<\>N'#QTIU56545,8XLKVWJQ#ZY,51_(S-(2V4:4I*5BX:8$K,S>,21 M\Y!)5=-=4!.+)V\&U=78@M?K\%`D6%R2$AXR(*X%/RA7+&LD&95A2`ZGEBJ" M/B\/B-TZ].H\C;['`U[]P^QG*;([-9DS]C_9"OX>@\VJPLK;L?!B>]2IU[*7 M&C+%M[F5[+2=@\7$D!R/6H**0DBK1YE#LF:[$RBC.2D$7%RQ=MMU1SRA[/-L MO?*@%9J/=3RSAAZ$Q!.D;'CB&V$1?1=>KT7(QK2G03.5W'>,HV(=E>(>MJG! MPX73C&GOB+F?.'S*S;9S6[]M_MXQF@M6S",KDAUFK+>=[Y7;KDO+< MWUU\C,+UG-$S@.PPF4J1E"&R-7V5G=R\>_I?PJ"3-FXI60,7VR*,\"4'Q.6$ MVS7*4@DZB10X<)9E4D7L,[0)$222[GU^431001!1Y0 MJ\8O&B4@TQ[D0KM@JZ;*H)OFAOG'!X73,Z@*)CU#HI8XL+W90:KBU!BU?G;,JZ#361=SPQ[I\=Z!E M731DLQ(9%!^Y$66KMMYN9&[$6:`B9J.0[@%^([?RCAU#RSA;9YX]@(LZQSLX MDG7<=!.349H-V)3.E@`ZYVRYCD\$@^2693MO5]QEV,T;1,G$JN]9H$:+NE6NW*?JQ64B=XH*3<$D_5G9$D M`;K,6#ILR=OFQC9O9XLYVB^U*RR7="SC)T*"JZ\+9L)61',-DQKD6P,G$C,U M2Y6N/>;(HK'D82U*L)!RW3^I/"1J31`6+<2E39.V]5]>F6MP:D:XT3`(6Q*\ M#39/(LJI9D*U&T]O(+9"R?<\E+HMZS#JJQ,0VC%K@9HFDV!-#P(`9-)$H@D2 M-28F$HN%.!ZCZ081C8[R2>M(]HF)"J.GSE%HV(90P$(!UUSII%$YS``=1](C MTX'6RVN;AYWVSJ*D(66C9=@?;&@MB/8QZV?-#N(_5R$C7R!'#915(ZC*0;J( M*E`1%-9,Q!Z&*(!KDY27_2WE_P`;!>V/]^_,/;J\A,;KTO)./9KN'(Z4S5BQ;1M>H:?JC.PEPDWCBMJY>,:(V"V9 M)QQ.Y3?15E9,(M87$A#+B@T:,47#XC@F=V?=)#N.W_(]V[#/@U MK/'5&[V4#,>/<^XM[@.6,5Z_8[UPR+!60<@4B")5W!@(F'OCG4V\>+;2Y&C@:.G:;F>[6^WUTICMCG$+^ M33893W)#4]M'/=>/A@)5/%^R2%74GF%(>J9P`OQ;";\DUC1*D`FZJ?53(=;7 M/;G,UPV`1]CC8=V MHVDHVN%1FK\Q:<,Y&NTY1*X]:E MA'I9V$FU92OKJG9OV2!R-Q*81\0^$(U+E9J$UKSFXD$YZQTMHV>M]9=@A1+\>L&;SBJWU MVIQN`\4:)1VLQSNW=:SA@SMN;PXPM.4H4-8,6P^.+K4\647&[^ MNV?$%-FL=+2&S52V*V-M%C95.RNV:U-L<[")-JY7FJ,T[A8&OPT:F^$472[N M96;:VQN1T.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@0 MAR'F_*V4LGSNO^I:U1:2E$7:M<^[#W",J5)C)0I,F9ZDX MEPF\/'*2#:*JS%=!Y+BL=PQBY"LVVW$?VR[?.M+>QD*V<8_A+T9.V(_=U;# ML5@'LY;@4'`U9EY^8:U=Q:JU#VE>:S%97%IFLG3U[OLL M(NT)(ST90[D6YR'3/Y?',LG;CDA9[,])[6S%%W,1L]\C1P. MN6[(6O6`Z5WK\.YKIFYV.\KYFR!D/=I*_P"J]>QYD.(N^$FS^B9O>OWEKN\V MW2I,VG%R,>T9&+'G,*JS\AB=2$,;EKGMG'/.M@7:+M:[,YKV(L-O<8LPQ<<9 M(YPRED&&EG=^8,\D.JGD6VX3R(D2D2MCHLS%8:OS*S8=;-%9?X,LCILT'UB* M6CWIO/(R7;MX-L2[>UE)%S33); M^0P;E%/(T::C1<564(HJ45!)Q#%PJ=BK)2DB_79AV[D\^U7V[]D]0:3'.EV,A<*LQ>M5/*@>$[KP%Z$*4 M`$X,]\*8/"R!WC<"5V`NV6K!.7?6:?JYX?+4-< M5JA0L!8NR'FJN`G*RL8Z:N5V#MHW3;JE="4#E73TY2]-?'DVZD.[)>W,XYK+ M=QK6O8&4''V9W#)4CN+*2+>O2LA)Q4;-K-2Z4"JG&/I.%=H)+"'EG5;*%`>I M!Z3#7=?&7UZAW09XPM?,0U653UWG;VP MC8=KFO%NO_=*6R#CUL2?B7TM,U)!/2VJJ+3*T,S<-4@+)L!`7'7SB`'I&;?% M:^^=-"M8L<9$ML]+4+(%&R:3=NSC'"SH[@@@)"`8X3#7?>E3CPWW),I6C<'`VK.2,1 MUUBVS[2,Z6B&NE?J^U6/%*R^PE%TN9<,GD3LIKEAII:VMB:6PR8&AGCI=@H@ M4SA,$UDQ%A9NN<5?;6F"PC88[!V-&['/LF M]B:6C*;MZ[1\A#N6%-N%Y65OC-1T8]2:'AZ0\2(HH*H&?*MF_H.N`@PO=Z?5 M_<7WG&\O&5Z5;8-QN1M9LRVW!;!-;=/`!G3:X4R>N]=E9>71:G=!$T1T^H#T M[.96,5NY;K-%``/62`#"=WI]23[SC>)AKW..<&8\,SQWDZLXEG$PW*P4U=R% MFM=#F.T5)Q@[GHVSO71-)C,^3- M@PKCE.-UP1B'%_6B]R<'3SF6)-TV(O#$N.HN$0?R]^7^"YQ!N=)D@*H2/C;E M*8Q!-Q@[O&7V[-WC0JEV^2&KDXKT>54AWA$DVZP*F.]`4 M>H=`.+!W/##]ZQI.!APS#`M`Z9PN.0*151<;J:ZM@@Y+&L7>Y:?DKV91\!:M M77B&/7J<>\,*Y7CAPS3`I1U"8?T8RG6\1YAU4N=IG[74HZYP] M@PIGO!F4T MM8X8,V,AHZ0?.?!'G*BC#R"0F];9JM08.]Y1]HVHY(IO+N-6'S1%+,CYOJS+/$'8L"PH-=I]855[",F8B3(T.S"Z>O*(N'#MB1-19 M)`BY95BLB*K9P"Q6#O\`JS@V]HOU-;2TG#6/&.26CY%RD>&3K>0]:;(22@1; M(>.QR+M[G"MQ\`P)E`0<$ M<((,+WQ\MW[2AIQ%+P))[7W;/%U*#4?>J9T81!4R::ARI]1*0P@!182;Y6P]R-G`IBVQ[XVKVHV<4L'B`#&`! M]P1Y>N`X#@.`X#@.`X$7-S=GXK3C7.\[#3-,G,A,Z9(4*)3I]ZB'&2:)D`\_6,BR-YB8^7CEZ6\<)))1SZCG!R!O%Y17S7QB0ZO M@"X2;I5JW(TB]NGM%7=*M6,V;46RK3UWKV%*SHK2#9!#,W=^F5W,C'^K18;J0CE5V*3[D>*\TPT@V>TJ^ M=NP^6'$PR5V=R3`R>VBM#GX-\ZDZ5-9NE)R'Q]&HTVTI"9)U+MFRK%F86KA< M58V72C9A9N]5M:?M'&+57[V/+@2'*=BFR66<*[:Z\)-C)R#Z0:-3I@>8!X)0 M;0S]XN)D2@R:QCX7/DJLW*2;"][Z/^<18^*9\DKKU&(.XL\U\*QJNV.O@R\: MWKKI=I-O'42C++2(HL%(F8-Y:::CE8L"]\E)0QV!7S!W>2O?NC=\C"^R>CNS M&M\SB5]78;)]!9PMAN%,SU@^]2\+3"V^F*W:?K%54G8!>V3=V!I--Q_D4]F4Q) M!C86B]=H=HMT`2%;&!'U1<'8+*^(_C3+X2F.J[?LVUN1HX'5OP>1G9:CYIH[=2*Z M;7RP%:)2>>---FH(ZICG/BC!)C&,/Z)C&'J/%79I[KT>1LX#@.`X%:N M^["/QME#1_I4Q3(J,`&UF_\` MZ^J!#>26=-I%VSAB$U5`E$R>>I&E?BF`L5C>$IQ!RB'B2<:KGMU][^&V%S+J MS8>,I$KW*L^,I!%:3M#^0[)3&:A))DW>5AS0#;2[3FC5# MI.$E4G`&Y$A`!\0]*S=?HNX#`."`+X`PIB0"`8#^$,<4X"^( MH"!3>'X&Z>(`$0`?ZO(N(_H(*'#Q=#G`8;H8P> M,?2/I](_I\&(#@/!0B<1PMB814]"@CCFGB*@=0-T.(PWOO?%`?3^B'!B/PD>#$?H8#P442"7"V)BBEU\H0QS3P%/Q")A M\`A#>\ZB(B/3]'@Q'X&`L$E`H!A7$H`4_F%`,<4X`*H'0/&7I#>@_0`]/N^C M@Q#Y`L%"`@.%<2B`G\P0^3BG=!4Z"'F"'P-Z3]!]WW>#$!P'@HWF>+"V)3>: M/57KCFGCY@@/B`5.L-[\0,/7T_H\&(_1P'@L?'UPMB8?,`H*=<6GL=4PD[)('JT4HVD)DK=D^1)*N4Q*HN!%UB%6 M,8"G,'0PQO$PR3\@^#O1_P`S6*?>]/#_`,W=0]'02B'3_>?T=!('^D'Z7!B` M8(P>'N8:Q2'HZ>C'=0]SWOH_P/[GO0_T@X,0^0C!_P#`UBGW1'ZW=0]T0$!' M_`_NB`C_`*?!B/Z^0K"(]1'#F*^INOB_YO:C[[Q>+KU_WH]/7QCU_KC^GP8C M\^0G"'3I\C>*NG7KT^3RH].H]>H]/@?W1Z\&(_!P1@\2^`<-8I$G4#>`<>5' MP^(`$`'P_`_3J`"/^GP8B/\`M7J%B_+6LNP&,J;B?'$5(2 MSBS=P.N=[GL"G(9R[C`L8M#U^6W8WIBYZ91:>%Z%/B^WWI_.OXY](I-WA"1B MJB9RID>-W#,CAQX@,S7,F_;:CEO^[L,<=")L?44P^Z-.K`C[ONC",1'W?3S+ MJYCP'`I%"'`I@LU9W?%4QV?"`7?G`YA!@*BG8CQLNLK&M)-BP7< M.NX%GMP[T>+;9:&I48M8@8JUJG&FQ5X>OADF<@9K'K2^/H2*!5%'S3/9=L M@"J/G@H!+T2G>X.PK).W#^1P_BZ0?.U3KNGKW']3=.W*ZAA,HLX<+Q*BRRJA MA$3&,(B(^[PN(]7Y`,$?P*8D^QO3OUFX3$/D`P1_`IB3[&]._6;@Q'LLL'84 MC7C21CL/XMCY!@X1>,7S+']3:O&;MNH55NZ:.D(A-=NX05*!B'(8#%,`"`@/ M"XCG,PBIM;7/(T<#KC.U;K%E7/W<%@J5LSLQ`Y@T[V( MB=X*AC76V!V\4MV2,+Q]DAL@2I9!77M&S+V76V4CX..+4>TQK-ECN:[XZ[6R^[;%QM7M6-8KN_C:_MSG6K!<)G9')&V4M MEAG<(ZNV^,KDI6+!)P0NQARL$HP'LA(.C(&/DLI[.U=BJ?6NX13 MX%`[6!J'=%VFJ<$U465<*-H2LP>*8.(;J.5S'7<*(1S!,IE#F$YQ`3&$1$1X MJ[>?JN%Y&C@.`X#@<3OE$IV4*3;<<9"KD5;Z)>Z[,5*X5:<:D>P]AK<^P7C) MB'DFI_>K-'[!R=,X=0'H;J`@/0>!7KC_`#%;M&3PF!=M)FQV+![%S&UG`N[< MVF@]@7$"\=$C:KBS:Z38)H!CG*-<(HE'M;D[;HU6VM4D5W3R/F55&3BLYQPN MCX?>>7@K9V?>X<_8/6,["N]/LT2T=(14B5TP=FCZ;(R4>[:OXUP*3I!-XT3/ M[TYDE`+X3`8@F*,53'VR7\F7N)8ZBB'($*XSGW*)-RE\((%4/+LM1>TTS8*_ M!(K`Z7(FQD'0>M`F*:(G\L3%,J4#:KGMQGWOX;=W,NIP'`61DXZT2T=?)@ZV-$9<@!72*N?+$2E^K"0!LT<]V> MZXTPW5L.*0BV(<5K5IN=I7%<;T=2`:J'554;0AZQ%FBFZBBYU5U#HL13*)CF M,<1#J(B/IY'2,D2-J M-FZTSJ\KD"9<0T?&NI<=>LR3$NI-R#PASM:38`>N7!4HF1.M&UG3T6*UZQ5^ MW041:*G.PUGK-@CVLO`V*O2;*:@IN*?(E<,9.(EXU=S'R4>\0.4Z2R*ATU"" M`E,(#UY&G7E=S10Q,V]P@/5062'>S>\[AVJ^<1J$4BEVZ]0#B_%ZT>P[Q!\< MW1NR%"09+>N+I@7UOJ+!WJ.6]V#F.?K>T3_(VK^X``'^!&/N`4"E#^L``',N MKF7`WEE0YH]W+$)DW58ZD8P;O';V02+M?A,RS1HTC MV,H]=.%D@,!$TFKHQQ]'D+`(IFLU9W_%4IV;U6B^]6NZ[!HDP8K]A+$JS%@@ M+84&+-7?7.JC5D@+(B3(46J!BIE\DA4O"4/`4"]`!6=FL]&QWG79C%6OB-<9 M7.1DYJ^7QT\C,88>H<4M;\OY4FF+-9\ZBZ'18XX2,BDR;(B=]).!:0L2B/GR M+UHW`50C=N&+=;,2Y&D[I9-K]CX1K6L_9&JZ-$K^,8NRI6NM:\X3CY]S/0N, MHF99MVD9.WJTR`MYB[S+%.`X#@.`X#@5<=ZE M*^+]KW;A#%9W2>4EZ;4T<8J,7#%F^3R.KD^C)T0[)Y)JH1C1X2U&:"DJY.1N MF<`,J8"`801+IQ0"]G@A>X57XO>.+[GSJTO-KDQ[99<:`MB",4 MI!0EL7OI"H*LRIF=>61)45B&\0*@!NG+4VYYZMD3D:.!USG8%I6J4;WB<8W[ M'^:5ND1HX#@.`X#@>!T MU;/FSAD];H/&;Q!9J[:.D4W#9TV<)F27;N$%2G27072.)3D,`E,41`0$!X$! MLC]KS2/)=2O-"=X@=42D9,@I>L7ZEX6R+DW!U+M5/[4=B##MS[C$ME*];>8YP=D/#VE M^%;!C#7^YT_)4W-;-RL??]A[$UJ=:L=1C7E2K!I26ADH8RTVHD@FJ_3.<03' MJ-CGNQGCT=@5C^5<3M#I,V[AF]==3-1K.),\@YDW,DYP3:XZZ8! M7?OW;U5BGMS+LX^&E'*R@K**-%&0+E1U'/ M?PGU;F^.0Z8]H@?I4VL!_P#T1C_\H_\`^T/]<>9=7,N`X#@.`X#@.`X%5W>C M(]4[>.4DXWU4)!3*>IZ;,7IHXK,K@^VV#BI'=&EXZ6B0;D,/4_K395OX0^J> M$G4Y;&=VB)G;JT&I&6,%ZG[>KYJV`H>5G>G$9K593XDR%$5:#M^/ZYG#(N4H MYX[F"QEQNS>95M]F-_+(JL[*`K*JFV9DJXS#^M.&\&O9V3BV_J:9D61WWJ2"GB.FB0YSB M:-8D9XX4X#@.`X#@.`X%3G?0B(RP=I?=R`FK$QI\+/8LCX28M\HW>/(RI1,M M>ZC'R5HDVD\?S">:,<0-QKE:>RDGB.$!_6BQMZ00G?7Z\#9,%E/?H'!8H$-U M`Q2VL[>'!M>WVGO[+N7_\`6T[B_P#U6->6IMY^JVGD:.`X#@.`X#@.!J@Z M@?GL[!^%OWG?Y).U!R\G.?+WOX;7W(Z'`FYWU]R+DK92]Z'U=PCG7&BK=<# MD*H04%T[*9)8#IG`Q1*(@)1`0]`\)F=8\BW.QE\"8!Z1,/0.G!F=4IX&>A+3!PUGK,Q%V&MV.*CIZOV"#?M96% MG(279HR$3,1$HQ579247)L'":[=PB-['/_`.QM`8Z^M]1/=_Q-K'N@8!_P(Q]T#")@'^OZ>1TE4K)Q4+&[;:WOI>=,)4Z;0JE"3;0'2";IKZS%2LME2*) M^-,/&0P&#J`@/"9D?&3V8UP5*8Z6P.$E"$$H'.GE:B'*43CT*!C%GA`HF'W. MON\&9U9!I]]HN0H]>7H-TJ=XBFKLS!S)T^QP]ECV[XB22QV2[V%>/6R+LB*Q M#BF8P'`IRCTZ"'"N63"6M/$D+\97:\O0VC.OF@G(BW]33`#+$\)_&;TE M*6U-OV;8'(T<#K\^SI,]SM[N-J"93&>-8O1PD?M:TT,R;D.GU*MI9'AY+&MS MG:@_F,AU!@]SYD4SBA*'=N%;`)E%E4EP=*ED$NA*YS6>/PV>JOK!W&J1M/L5 MM_"V+2>3O>=L/8!Q`:A2@9U95**8X$?93FHZ="QM&;N92=V:3R\^360]2<$: MH,$#%.J=90J1KCY)5Z&:R9!UIIF=U\K6&G361-BMJ M066*KEN291$3C"3L5NIM;K#ZG5I;,UHO-0QG#34S8KK5SI3%JF\=2Q$4TD5D MTRH%%50GF$`26R,*W7O.:S8VG\853(E`S/1;1FN+BIS$M0(:>)Y MD%*U^,D\^MW:D?-$`PM%5BHDL%TBF5C+K= MOL==,@XZQ/>WL1CV9Q].7C%^.I?*MQK+VP43)=R6A9)A2855XF#IND1SL'X6_>=_DD[4'+R_AM?HI(-VQAZB/0HDMP@P;O3ZKIXAA]@5ZKDUK@JQ3;NM5[,+ZS:S1^-YZPQZ MKI"0A86W/]C&T/*24>LQ7*ND@JEPSWS&>3Z]S[P^O&/;+\2;G MC3-<#>3X\F,MMJ$L\UW>7V2QA`5Z5MTQ?(2C1>P;ZV3];9U6#>2/GL6;CSF; M8ZJ0'*`"+"]TT6N,W2+YHU?-S"9N\;(.D#&*)1,BX2*LD82CZ2B)#AZ/T.1I M[/`I&"M/:?G/".0=,<$QNPNQ$UK5.9;M&KL(YN^Q,2K;:CE]@8T-@R0C*X M[=S*3]^FHD@X8$>"'@0/S4ZV&=U*CAW8X8A_J_@K#N)JH]PIM)3"S&/<=U_$,$;'%,M'Q(OE43EVSEK(*O3,G<+K@Y_R\]'/<74K=S"CO4Z!(.R=?P+CG/[W M-%YPIDC$G<5SEX[G4+MF1K@NU5W)420I74]'U=K*$B82VV8$4UI! MK%D?+"9F&U9I%6YZFZ7ZB5"TPDI6K/5-8,!5NQUR<9+1LU7YZ#Q34XN7A)>. M<$3<,)2*D&JB#A$Y2G253,4P`("',NDTXI/\*EZSKRADQC&6 M+=['#AGZB9V[E':F+L:,H>*C%?-BRLWSR8>(`!BRT,NLF!VZ"ZZZR<<^L<__ M`+&TQCOK\G]%ZB!A^)U9ZB'00$?@1EU$!`I`Z#_6#^MR.DJK87[:O1#$#/Y67)&12ZB#9N4[A M=0@$2*90Q2B2Z<&LWG)YW3[58]U%ZE3=F)6B[";)IV!Q6XS77:RD6K(FNL7= MEHW'U,J=S'"*$OB-M3<&1[..GXUP\1962277;`Q*FYE):1K%SQUXN%P6J>;6 M%!R_A;'6L&UM)1O5&J->Q,^GZ-M[D:`6M62-LL2Y&-C3)DQE_#T`UB<9ZM4V MO.G;"4!6"@74N]G)!-J4CIDBC4QT;R7,NIP'`JK[U#19]V[,L,F\L,"NZR9J MJBE.%]9$T.<^V.$@+)E*R0=.SF9#]4`J:*YCB7P^2MU\H]FK._XN5]GGU3\F M7ISZ@^+*,/DG0]1E"*,U22;+XP3OJDB16.20CE2/F_A5`S=--`P'ZIE*3P@" MZFWXQ93R-'`<#5=[EJ&4;]/7C61MJ5A M>+]2H>4H>E1=;?QC[+M4:1LHV97:%>MX]O(I"IX!5;K6.>[G.>5:N3\197V4 MSEDN]9FU&RI$3E$Q%?:MBN?IVL.QU)UUF',[KH^K$U#8]PC4L8*O9>T7C-$T MH$9(W9J=*,CRNI!V\\2<(S95GC;Q;1O;QA8!+*&_=SH.-+CC;%.0-AL5RF/$ M+5ARW8.96%M7]1]?:?:9>I4F[5"CSA8!"Y0+YH=R>/(1>0;N1*^Y'2F5&9JE-<0KFRM+E:(?*5$DZ[4'U89 M?VU:8ZTS+1!@XBB=322#@[;H/F]!L9W:*W_9KK?G:\UO?2Q;)ZDT32;+[S/F M.#V3!6/,`SFM,"W3<8@A7[*[.,6V)PYDVTUN;@8JOXY6KNV0?,5JEHF'V1M,XUU6+-+M:]?* MBX?J5RL(UDK%.".2.;H%*Y62(F4R0F,6USV\O'X=A_R.AP'`HQ[F>M>P&8[7 ME:-QKKO+9I@N% MYV9=V"G05!1/2%[[:]S;;7:C0;5.4#ADTG#^2E'3*=M]D MIM3="]LZ5M9J=DRUX/R54XJ,W4V9VYSX,]>\=R>',1FROIW<,$0]:PX>:V8S MOGF]/[/;7+!W./90S=!1RJ)VC&-9($;`RLVW.6T;R-G`]_#:^Y'0X%9/G8K)RLC,52/FX6" M=+5J?Q%ES'#U^+N9O^+A69,)"]M3O$F4]'28L_-,S5!_.FH^80T6S>G2(":1W;5D@@X.F0%%0(F98@B`>,W0/T1] MWD='V>`X#@4E["?=?9-_"+[0G\K66N5GG?9=IR-'`(2G*7.#N4 MI[5]%)QI@-ZVJ\*R\)O/$HZCENUOIXYMX.LN&+RMUYW%Q+J`C74'$N(Z"?18 MP;V%8KL&ZK2)>0AB)C#NHUN8J*C42E%N<@I]`\/3F75]S@.`X#@.`X#@.`X& MIE[4J:)C#?T($77K!F;=TMA.CH24@]19*D?O&L?75'JAD$4W9 ME1``.V72\PG+'/\`^SDVG,=]/D_HO0!`/B=6.@"("(!\",>@"("("/\`6$>1 MTW'E]G.)$6A761=6V\LBH@BZ25CU=K<)D=D6 M;.(6QMUT#(B/F%48.TQ)U\28EZ]+-6=WQD MDC)%6GYQ0J9I%*4G$I`4RFZ"N5\]*MT\8.%P-YIEU-OQBRKD:.`X#@.`X#@. M`X%6/>Q:VA_VM]O(^CSI:M=Y*EU.-I=I/-#6TJM;Y'*%%95>S+V4JB1JVWKT MZNW>*2(&+Z@1$5^H>7UXB;M%?7LYM#VTQO7MWJQNOL)$;.YT2S#BE\]RI"9N M4V"8.*H\Q)'#6J\7(:IS*'5A2IK^)@(%]5\[KT^J>(;4V_?QZME/D:.!UTGL M]QM&E^Z3KV]QC'[/P'7[3Y3-2)_N@15ASCFS*N/QSW:WT\< MW85,5':K)FK(-D63]5JW4>LV[H7R#1V=(AG+9%Z9NT,[106$Q2JBDD*@`!O` M7KT".CVN`X#@.`X#@.`X#@:FOM2@J!5M6CF4$&".-=[G,D@59!$7*3;$F/%F M0*J/2NHQLT:RA$'"SEVV709IHBOXVBB:;UM8Y_\`VD M!*/^!&/^I-[XO]8?2'(Z.8\!P'`G13WX&XNIM^ M,6/TLMF;03,Q'VYLGC]78E3G/E[W\-K[D=#@.`X#@.`X#@.!27L M)]U]DW\(OM"?RM9:Y6>=]EVG(T%1J0XK$.F`>(5`KL"QWQ:;Y%1,QA5EV[(KA MPIMQJVINV:VA&.HL!&5@685:'S?N'!U5&.<`ZBV55@]Q<]1-:C8A4BJR00T9 M!LF[=F1,PI)-DB$)T(4H!ETFB?'"G`<#KY?::L\:O8N[F9*-FK2Z'V(RIDC4 MC`+;"N<7.:[R70$S+N3TI)`J0&E6XE+F^(QS$]SKNSNZ_$O);M[NH>R.S MQY9:!3UNW-DV<.+FOQ3]^4DVE6&Z,FG&3[QS'>:1),%RM/6"E*FJ0H%S?$KF M$72=5L#IK6`V*JH0J_\` ML34V16/F_P"#9#H,WQ'T%NX'W3RV"3B&VG=?<1;678QT98S:V;KM64NS-T/$Q83U3PK/3$FX0"LE6_\`9&=R/9(=TB`>)=Q17:R)C(OV0\&: M^9*]Q3NL1T2+U'2B#D)/XE2L^E"(Z[;GI*.+>SJN9)^+QTC(J5H6'PG.RV/* M[$IOS&*P1=7=J=0P)L'O09OC+Y]Q[F'T'B$M0^X3YJ%E6J5UGE*`+L<:"V5E$)^N M1L,+PO\`:IG$\BL'U)!;C!W5Z4=W6>Z))M;0=+1%XUD(*8L$?#1S[4W?A`;C M&0L_G..9V&&=ACTS9G'SD!B^MRR"3L4G)4;\P0,GYS)X'&#NJC_OK[J;<94Q MUA"U9*UODTWE5C=R*VPJ3'!^U.#O5:=8L5XOC7>9YZ6SC18Q.;@*N[F"*)QT M*NQEVE`E!HY"CXBDI]9*4WO0\0%A60`/0H`4.H! M^@`!S+JYAP'`T.&%D:W#+5T0G4I6:,7U=N9IU7!50OA*;^Q&S5G?\526AW<&WXTB\=VA3$$7!1IY)]74$ M(UZ24(6/:D*W42*PS-V)PT2TANZ/W)Y"69,9/3]*#CW"U.3=3"VG7<.=I,4K M!*89961 MC9Z^O-2$0TEXF5U1WW*^JC:2J1E7C!MJ1#NX]&'O+YG.AJCW`D6CV4K+[/#:L0AF0XW/) M-5+^UQA5'+1P9,R+4F1&)5>IXY\'&#NOB5]-EW4>XS+-TN/&3 M<()""ZZ`"P=U\2N/- M^[1W(U:JWG5=.F+:=5CI9VM3SZG=P`\BV>,<7U*ZL(L\@7''P>=>8O$](5), MY1\";^&6=&_M99+A58ZM[V1[5J]8,\Z MKL8A=I*T1M(KNIAWC&K-TA;)+^6.0V"AB^7'R`E83NKE1.ZCW#1GX*+4U@@B M1$I<'L#(V,FHO<+5;0%;;7_&M4;W9\Q-C9%RLS?U6X3=C(S3,*Q6-5<(&,"[ MMN`,'=6/V?=P[H"C&Q2;O21LW;=,:;1K"6/;/&V.SJQS MZ6LEJE8(I7Q$RDHD5*/"5EG,HP[;4 MWN#(NUII>"S9).JH99?&96R3]G+8WK4?Y_B,@=2^L5/01B]`&#NOB(E=RCN% M;0Y(TJW`H.P6OL0E@-E49H]TDXG7+>K&ZN2<>U#,>,F:D)`WJ]X^C:YCB0RS M1WTBX82$JH1&+,U,FJ;S3I'X2VX9I]EDR+JEE/$V[%MTQUXLNK^#UL[8\CV6 M*;9E.;S%+MK2QQ)#A8[":Z6!5>14:S9E4/+:"HZND,MF>RWR2[<[S'^R2&C,/:]_#:^Y'0X#@.`X#@.`X#@51;(ZP;06+/5 MXRIB&$PS::Q+VS1W)L?%W?(ULI%D?3.K5]R?8[A2B$BL:7.(9)VF+L45\&RR MK@Q$5A0OB--@*_EJJ0Z*10\V3-45X=GX53NWC9$A55(N<:I@TVZT_(M9B+G0;1 M7[I49]H1]"66KR[&<@Y5HI_8KL9.-7<-'!.OH'PG$2F`0'H("'"ZZ.3\#XMC MK5W0$+::U-M%&$U7;'%,9R"EV*O3S64I$R:#I@_:*>$/$FJF<@]/2 M'`P.&FNH`$(F&JFMH)IG%0B88,QAX"*&Z=5"%^*_A*C*E M1ZQ7J95(5)1O#5BJ0L;7:]$H+.%G:J,9"Q#9G&L$E73A14Q4DB`90YC#Z1$1 M*Y#P'`<#1@]H:M?<.@][F>`XS;_(3#!E+R(XQQ4U+[L.W< M/OE-GZ_*V'$XM*>Y?O2.HURT.@9'UL#%42*H6QSW:WICQR;R4:@DUCF#9!RX M>H-V35!%X[=G?NG:2*"::;ER^5,=1ZX7(4#G5,83*&$3"(B/(Z/=X#@.`X#@ M.`X&OIB?M4:.;/Y4W*G=DL6Y&F\_UO<+-0W-\RVBV:J#>4IN1IE'+N%9V+J5 M%S+7:S"P+K$E[BF2(-&#='UR-=I^^515'ES6.W;;D/_P#/OZ?&:=FURRD=C7M;T2Q%LZ&KK.[2*<5(PS=KF7*>;,[U]DSE M56*K]2/JN9\D7NLQ\BX&.2+ZXBT([*F42%4`AC`+-6;=L6P-6K9DV;LF:"35 MHT01:M6R"94D&[9NF5)!!%(@`1-)%(@%*4````.@'E6,[%'>QC])9JN>.F8UNZ1$ MQ1%-=$AR]#%`>#755.'8#[5*)E2QNO=TK[$[EVX;054VAVPJ=8B"O'2SP["O M5:MYOBZ[7(9NJN8&[%@V;LVJ?1-%,A"E*%S6>S:_?R!':W_@3RG],'7E? M)=\;0DM7ZEA&P.5DVB#)?U6;:G4.JFLF!"R27@NNY&C@.`X#@.`X%5_>U/;$ MNUCN(K0HD)Z^)4*N*4:!&$9V8)RYIY(I1ZI##6I!J^C[&$K/@W;_``>N@L@] M\SR5$SD.)11-VG%6U[-)8-O;/1]V9C>+#Q\&9Z7S-BXCR@GP+7-;CH5!/$<6 M%7ESXQJ]9J48V/)E%QU>F:>>Z\OH7@.`X#@.`X#@:$WM'>'LM9"[C<]<*%NYA37*HX^U*UX>WW`>1]D[+AZ\[+ M,@R5L)+&A<;XQBF:\-F-\:*BG,:#5ZHF!G;M)J'^SAUU'+=K=,8;[/,NIP'` MEM<3;18JJC5W(V.V8MB)23L5%RU1* MO$LG#^[91PI.S$@F$23QO):L3(*-GC1P1)TR=HJ-W"::R:B92YSH MYWP'`+5?"EDQ#2;), MY-D(&P9XS/=Y?+F=K+6C2JU>>7J<:1T1'5FJN)T?AE2C8RH\%$UB#]8*BH>- MB$UCHHJK*D`2?5)SA3@.`X#@.`X%5'>_C)&:[5&YD+#V:*I,O,8Z@HF)NL]. M'J\%3923R)3&4=;9NSI%,K6H:LO%R/G4B4!,Q00.N`=2!PETXJU/9EL3Y1PM M0]WJ+F+:W%.YUV;YNQE*.,X89SW,;)TI]&2>(8N-^M M5"'5SL'X6_>=_DD[4'+R_AM?.)*?NJ45>)M_7*F_0HU2C9^X/F MLY,Q3I%$R#%0/[75.;HF0Q@);)JAV3O\]I)1LN\3VR!1FU.@DZ=IX*V5.U:J MNA.#5-RX+AL44%'(I&\LIS`)_"/AZ]!Y<5._;U<\MPQDHYTHBL0WH.F<0'W>,5._9U2 MO[6N35,N:"ZX7#XPN+@Q;UBQ46OW9VUFF+N^U#%-]MF+*7?W3*QQ<-/LW-[J M5,92ZB3QLFY3.]$JGB,`G-&IQB?W"G`DUB[FS>JJG4 M#J8H%'489,ASJ'(F)^O0!,8 M0#W1'W>9=7DX#@.`X#@.`X#@0VM>E=&4R!8LNX5OV4-8\I6]4CNY3N%YV*1I ME]DBG\1IK(&%;Q"7/"ULLSA,QTU)Q6!3L!DSB!7Y1Z"!,3.9JJ<[H&\V_/;; M@\;KQF8=9\LC?J3L';6\A?-8<@0#ABO@RKU6WIQ,@YI6QK>"4/;D+`LR3=KI MPK)BJFB8YUCG!%:SBSNMVM@VJ2J\[5ZW..DTD7,S`0\JX21`X(I+R,@>GT\C;[_``'`I#( MFZXF4:]4Y3>[<76K#>;K9MICG#2>2X`LU/0F!M6DV%ACBMK"_CI!G`6?/^1L MJMF)W:$3X459&I%PR]09V"Q9"NQ(X,AY MBR59YC(>8,B'B4CI1A;9?K*Y>2R\5%E5/ZC%-!:0L850Q&3-N01+R+)(D+PI MP'`^4LQX.)GK M'[IG=KN.I#+>8;J7WH&-:FW[>/5 MM>-)!-8; MOG^5=N(7+_K+119_Y#0B8`JS*J7WJ)N:KELSGC,.Q?YEU.`X#@.`X#@.`X#@ M:9;:IY3L?<8SM0L24RJIYBF]^=ML@X\R;)Y)L$,"F.\H:]3E)MN-)ZN-ZZNQ M8Q3R[:593]@C+BE*/V"KR0\\$P43Z'01)U\E,$QG!<;D4-WM; M>ZC@77&XYX?Y>MT=6<-V[&&8M)?=/8^ M"DZ;CFXW^P/:9CEW%U:S5JM-AH,20L8GZBU!L=%`AR&$#>$MX.<[K,Q*OYD' M==_A-G?IT[6_;%XX&-Z!494M[#G-*5924BLJM'&4=%:%3*0!4J<<\=(U5VKEU;K5X=TR92UGIP1>%G@6FMQCN2:IKOV` MN&B1G2(&4#S2>)A.Z/DLNZIHU)N8YG&95N,D\F9IS6H=I':];)/G4O960-#/ M:W%-VN(E5I*PLRR#<56*)3ND@73$R8>83JP=T3*Q1E:AYOH%?RAC*:6L%)LY M9(8>4M&[A%=$Q3D`0X5D3@. M`X&M?[0A!56<6UH2M>.KMDI-7$^Z==KL51Z9$@,&8QJ5BFK$SDXI MX^J;.8N::$FS0.=8[5R94B2HI>6:QC=CAEA+#^NO>$LV(L462.O^5G;&P8QQ M_--71-A+*P*Y1E*C#OB."LD]KX]-H"P+^+RRMT"DZ]`3(``4'!)-[(2FK'>2 M.FH0E\RTBG[VV[(69+N]GZ;A[, M"^#)RT8QIF$,B2-B7D<@G6:QK.-KEXD:PZ%J=4CIZ;HDA[T5Q+8SN9G[>-MN M][TW*Q3[PDA-S%B&*22E7TM()F.1](+.TS"JL!C@J? MJ;Q&Z^(8LTXIE<*UK-[3:G%:S:]8WR+FF,A\J&QQ5[67 M,[W)J%<=1T,ZIM-8Z[8;M'4V@ M9$RU",HJQ'V2M:L,\@K7CAA,IG13:++*1A4"ND@5,!W`_E-=&P[VJ8@#Q@[IU9.PUN1JSL-:96D81SQC M?)UOA(E_.R];J=A;24S'Q$7)1D/*/W3$OA720C)6:9MW/4.J"SI$J@%%0G49 MB2W"G`<"J/OBS+"M]J'=.QRM987:+KV-8>>DZ5+&7)%7*.AL@4Z2?5&4,U`7 M18VS-6QV+@4@%0$ES>'WW3B)NT5=>RY9HQ]G[&.[^2,9ZG4/2NL/<[XXB?D* MQLXL*]5CY*(P_!I/+2V)9&4:^;/+*15,RZ9&Z2(F1`X`8QSG-:FUM0\C1P.O M&]G"QGOC7-J.WW?,\;%(W_4>TX?S@WUEPH&Q*&0U<&&\DZ-B] M!A%`]C#G<(H+)N#'2*44EB**VN>W,Q+J[#GD=#@.`X#@.`X#@.`X&K/KI^>? ME_PBL\?^HNX%S7)RGS]VTQS+JK'[SAD2=K/=X[E0$FQ,'3IG"HJ&1!-`K^+% M9052&*=(")@(^(!`2].H#RS5G=\:F+K!]S3KQ_$9B7]P-?Y%FCZV>,U4S7C$ MEVS#?5W`0%-BRN$XR.(1>>M5AD7;>'J-%J;`YTS3%TOEJD&H( M$]\H'!;B95S+Z@9EC=!5&K=C"_/+:9C6WT<,&LJYL4*_V9)F!3/:F,$I^Q>N MG?P01'3';=Z4K9$L4FFHBFV3`I"5,("]"^+KT``Y;JFSXQ;3R--2G?.2:,>]/J6VS1SW?*>K;6Y'0X#@.`X#@. M`X#@.!I#=]:Q]T>-WIV9B]"6L\_U0DM3=;4>XY0;=3%"SM13XH>`P^(RA_[;Z&YJ.6Z6VXTPW>>9=3@.`X&F*T[<_M%>AZ/-8.DXRK3=1Q5<,?##"W:[?4^*M&&KA>[$H60IC MC!=G0M43&XPAW.X;".RI:\J%A(-N>):0M=*W@HXJ;)VWHV7=%J M)D/'.KV/:[E:KJTC(#N7RA=+%37,O!3SZJK9*RY>\CL:_*R]7=R%:>S41%VM M!!Z:/<.60.R*%0653`JAHW-$N.%.`X&O+WV?\,ZK_P#$N7_Y8M..6.>]<]JG M]R[K;_$'AW^3RN\C2@0OHZ!T*'+6-NM]5T?(VKYJR`;`;[V')[-5-YC72['EGP36)!N#!=G M-["9H=5&T9J(@[(DJZ.;%M`IU9B3B10B:8GN&;9!1U]7^I M#X)-\X1^H?4OJ/I^J>9PG/QY+O\`A5/7>L^YCQ]_&_9?YJ^S7+&=WY2J[='W M&^(?_P`]DC^5F]\BS1-OA3@.!KS=^#7';;/)->%-7Z3?+K&Q<#E>N97%P[95R$OR..'2AI)2%L+$BD65L[9'32K;( M.G/<'RS:RFR92MI[9-4[`V.H_">UZF(ZDTV'Q)L#C['U>K3F1II$LS$7J<#= MKM!_"+V;820KMH"1G&R,6$S.#*Q]9N;=*GQV8].LOX*V'0R7D+6J\Z\O9/6/ M)]/R3$$AX2#Q$YR'+9>PQ.05ABG:%]L4]?>1WADNZ6RD8_; M)3*^(4I%K)P^)X)+SAZ@4`M9VYFNK M8JY&S@=;%[,GAG3*F;[Z89.PUN#)Y>V=R#A3/9<_ZU.<&W"DL,$(?)T[=J.& MN6)40K&01),-VS0J;+Q&.5T*H"4J1P'59=3@.`X#@.`X#@.`X& MK/KI^>?E_P`(K/'_`*B[@7-5/9FPHH`Z6*XIQA?3R8;[YTK^GG?2P M='69E29'4#N&1UVD@2&-I, M)WSI4_M+-S\7[U8GGWQ4G!,9 MN>(R/&2BHMSD46*N19)0BB9#%$.1J7*77"G`.SIZ..ZS+TDZ:3YR,#XK$Y:H>MG, M`G*B50Y;'/=K?1V$7(Z'`G3EC&]=;JIZ-7M;@_2P'A[W M?=^MY7?=Y&IHSYPK7GT+VEUMU^V)[N:>;<[XGQ8[D>X1;U(R,NU[KD#-2I6] M&JP*EB8-[()S$JJ4ZA"@1N@HPSE,QGA->\$7:/+<2SCY$Q46]DNT9"1S`J@O64?,D M*B!R\;IHE]BC%E'PECFHXJQO"I0%+I,0E$0DG9 M1RN^D7RYCN7[]RLX7.=54YQC6C#>P^MJN6IJ@Y7QO=%L0[&X?4D28TRJUBQG MHYS6+$[B'%YQ/DVHC(13>_8ER$C!M@?QZCAN[8/FS62C7+20:(K@2SZN",=R MVV,&C.)W/I#O62Q)-T4760G3MQ;M9+-(%$R2ZU3SFP8-HVMD=')YC>-NC2K3 M*I#&!!LY(BJL`SUX*U]*\P4'-W?6[CUQQ?D"I9-HB6DVC\37[;1K7!W*L/$4 MI[+4D^0C)BOKNH_JSE)1N]9]S'C[^-^ MR_S5]FN6,[ORE5VZ/N-\0_\`Y[)'\K-[Y%FB;?"G`IV4!1)6-@*4F]&4?N$O$NBS M:*'2(=0I"&1-VBM/V8S#1L#X\W;Q^?;[%.\1D3]-[+W"M+ MZ!A+5JX8SV/J.!<^K[%["V'-EBN$+F!\6A.&@QU5Q,\25KU&CC/ET'GK+=9) M8!0\CR1*8RG+7/99='96\CHD0#@8P^I!`D'/Q,L=9@6!WV$SU(L>[<&4:%"0;B*@= M2`#A+J/U0G77)SGS;7O,NK\$`,`E,`&*("`@(`("`^Z`@/H$!X'[P'`H#T$.!^@```````!Z```Z``?I``>YP/W@:" M'>3R1FZN;L;;-:/C9S:;"TVGP["45HS;V>;R0H?*.K^H-&J]PPW36S-[/2MS MA"L;2O"/(ARC')2#!VVO#,'2XV=CL:2 M#?76Y8IK,38MG4<]O(IS$8J/CUT]1/DV;V+=Y)4;(&0DE_A5W,BNC,&`HOND MXM?QPXQK33]`)WM_5BU;"Q&(I6?D\:QSO;NY9<8M@SE\XQ6*8M\RN,@SUA2+ MEZ+S&PR>5RC&$052E&+A)BE!@FBG'%*XD[<<4:/9V<@5C'NA^:$\MY%/7+`C MW!]RV4^_SG;H:(R*[L)\C^L/#9!=3,FF9:^O!`R\GXCG4.Z%4_4?=XJ[<87[ M-,S8?D'+)DPRMC9Z\DEWC6/:-+U5W+E^ZCDDUY!LR01E#JNEV*"Q#K$(!C)$ M.`F``$.1K+G$3,1$_'-I>"E(Z:B7I3F9RD2^;24<[*DJ=!0S9ZS56;+E362, M0PE,/0Q1`?2`\#Z/`"GH*7D*_-0LOG_%<;*Q,[$O#1\I"R M3!Y:D73*5CGY107;J%*JDM[PQ0-Z.$S.KT2=Q30%4$#)[O:E'*Z(\4:F+L1B M02.B1R:ZT@9L;XV^%P5@BV4,MX!-Y14S";H!1Z#,ZO:6[@VAK9\O&.=U-4&\ MBU3.JY8K["XF1=MTTV!Y10ZS=2V%52*6-3,X](!]1#Q_V/IX,SJR@.S.N)?5 MO%G["Q1>#$@T`V4:04SHT\Y390A6Y1G`,L>7>+$2;%+U%90Y2DZB(!P9C7O[ M^&7L3ST3@ES!9"I5L;Q>.<\2LDUJUCJEJ>%C$LN:CM%%2QI7$HR<@L[:JMTR M.$5$%7!!2,4P@8O+&-_%L"ZKD,GK#KB0Y3$.3`V("'*8#%,4Q<>UX#%,4W0P M&`0](#Z>1N:,\\*XQ%TFF0DS-V.&J-8B+#95D'%CG8N`BF$S/N&PJ&;+S@AU'@(E9]P995R9>:D(]FW=RJQG"YU!,N= M0PG.8W7J(CP.6<"G;O8JI(ZP8_464323+EZRB8ZIRID#_HK[->Z8X@4.6,[M M&8^WEFG#C#47$\8^RSC-G(MI#(C%Q'NKY5F[U!ZMEB_"DS6:JRI%TG2H)F\* M9B@"P5!N.:<3`N9^,45$0)$TO)^/+?*J-GCU.,J]UK<_(*,X]=)J M_=D91,D[I)E1%<@`?S##U*`6L[,8X:-LGD;.!J;R_LWSNF[7[)9OP$?5*E8NRU M/UI]B?&:>+X^M/,)P,75FL/8:Y`OCXVR`R;1]HF07>KIQ9(I,_F=%P<=$P1N M7/LXYC(7Y#O8C]F6N'_)[+\73C)V7R/R'>Q'[,MOWR\9.R];]?_``_S(S8W[^;` M_P!AZ]?OEXR=EZWZ_P#A_F1FQOW\V!_L/7K]\O&3LO6_7_P_S(S8W[^;`_V' MKU^^7C)V7K?K_P"+2>SG[,EF;MB[T4;;:Y;28MRE7ZE2+ MWFL+P#5VC(RLT^9)I,%504.!B")BAX0](]06KMVXK<2Y&S@.`X#@.`X#@.!I M]]Y#V=7;GN+;[26X&"-J,5X1B%*%BZNQ$9.GR-)1N%@:R=,8&;LU MBJ/_`!-5DEP73]/]B/NV5C=MS<^/T5BQGLA?<\A,A/\`+D+W(\60^6)5:1R(]T&Q7Z(RM8>Y/C">RG7UH]S`Y,FK)L3*9"A',1U^"7$1=7R"]EC5XKK_ M`&L=%R0S?_\`)B7C)V7.>?K_`./D+>QX=R%RX>NW/<'PDZ=R<[(VB2=.G>=G M+F1L\P==27LD@NO'**O9^54=*FOF**]BU;-.%)]E6HV#C(T\1E3*<5$H%C*_&1LJ[9Q%OP M3D1S$JV:>:NI=TW9O$&!'CY44FY!,-("&='1Z)%97MK[7Y(K=#^$C$GV M8K-^*7QF)V[O'_#\D5NA_"1B3[,5F_%+XS#MW>/^(J9I]G5V!S?ES#F5K?): MG6!YC-Q,%G$[I)2%PF+C#.FA"0,&I-/=6VK=*.KYYCG,7(^(RE,8PE*&8K+[T! M$1`OO=2BE]`?I``<9AV[O'_'\_DBMT/X2,2?9BLWXI?&8=N[Q_Q_"G:)W4,F MJ5+)F)453)*%26+F.T@9%4Q#%36*)-34S@9(X@8!*8INH>@0'T\9B]N[Q_Q3 MSE[V5WNC94NF5)\O<*P[`53)\M-F7H7PUG66B(JI2&2396B:8#AQ!MSOH^OW M%-N]16%-)4[EJFH/3PE*5D[;X_X^=)^RS=X.:LS.XRW=,QO(6>.OL-E%A,.9 M3.!W#/(M?A25R&N39+X&!HC/,8$@-`6*F'C0ZE.!NH]63MOB_P#CCJ'LF_=: M;>H@CW+L2%^#%[DYC_$[SV^/^/1L_LF'=2LRLE)SO<3P/9Y-VI.OS$FF6 M4W2:\A8(1"!F5$BO*JY:QRLS%-$D%U$4B=?#YG3S.IQ92[,_]_\`'8&5J*4@ MJY7X151-56'A(J*452`P)**1[!!H=1(#^_!,YD>I>OIZ#Z>1T?;X#@.`X#@. M`X#@5%=ZO0?./<=T]BM>=?<"*8U>'KUU@;$R12K\9* MR#IY*LK1ZOY/ED351.H4YR@/I1-TS,-5=U[)GW4'K5=@Y[C>"CL7-&6QHJR3 MCV^+_`./D)>R8=U)`Z:B')1,J1U M0;E@`;BE98**:M%T1+Y)4&R14R$\LO1D[;XO_CZ"GLHO=A7C6D.OW+<-JQC& MDS&.&K91/+ZGD4FPV1&X3D&18]>%P8LI:6R<@JX,<7AG9`4\X#!UXR=OCQ$L M-`_9Z>ZKJAL_";0WW>3$MIDHZMY.K\W6:[(90+,3S>7QY)T"I-RR)8FK1HL' M(PU>>NFYU6Y4Q8)CXQ]U^K[DY M4QS66<8PG4U(*LM(I.>!P@*:[=`[3HS#SG`QN88D--.Z0L M#<(J_P"4H\2&?^LB]WJSM*^L$5D'"T85("9(C/5C,(LZ3=8PBIZTLF9<`1`X M(D9B=NYC;)NB_>.L&-,A0./,VY`JV0YNFSD70;4XW?SNR9U:X.VW@A+`_4/= M[AY["-<>_51".[K6&**9KN\EWRU'9T^35LVT.4 M[>05_`W7D["P4F,@H$;6A:2(H*,NDW;/TVQ@2*)"!X0<%QN9A:80[D;^RS\I M=H6PRM??IQ9("NT7=&[8R=01XA>.%N=[,LD["RFO7&D:5-\"4;'B_46646$W MG*$,X&-SA>9M:NXYF2$R#C*RXMQ7;0(2:AAB2JI2!C+>!95=PL=P,;D#-0^T+W`M1<,5S&&+8*DX:=H M(K*W=7`VRN5J8RO\X61D56-GNDG`6JAKW>SMHATDR"1>QJ#A-H@DV+U213$6 M8G;NQA*+YEW=>_A1R+]-//7VW>,P[=W6N<5+4'N?1\#D]K-9)ORTC.45A%U% M17;_`#?(*-+$CDO'DTY<-G3G*BZT&N:IP\HD+IN9%8Z:IVPG%)PHF=F';NZU ML.RS5)P\'ZBFHX3*)@$P=1F./2 M6RNNT/D=##TOG7$,7E9RT6?(8YD!:0.4*5)O9F7+)+0XQ< M6R:32KM](C*MU&P(ID,H*Q!(`>(.G!F,A7[(E#Q76'5TR5<:U0ZBRD(&)=66 MVS+"!A$)2TST95:U&J2,DNW:E?V"RS32/9H^+S'+QTDBF!E#E*)YJQ2RR&W95:15I#W(%5:6KU&\"]"FNR0+B52DED+2,6/E^+T<)F::7S#%\0=0^W*6VJPC=@[F;+`1+24GXZJQCF2F(]BWD;/+R!8 MB*KC%9RX23=SLG*G!LW:)B9PLX$$R$$_HX'&5,P8E1AH^Q+90QXC7Y:;+6HJ M<5NE<3B)*Q'LZM))`L)(\D5F\F37-NI$@U3.989,AFWA\X!(!,Q]!')6.7$K M+0*%^I:TW`(P[B=ATK3!J2D,A8F1Y*OKRK`KX74>C.1R9EV9E2$!RB43IB8H M"/"YCF#=P@[02H+.F=FAYF.DJ^Z;-UE6R[AO,LW"T.2X_E[*L^T/CS+EF1U9RN\KW8U6P].6:YV M^,L%'PW%TRDK;?7M=>5>6L#]DUA;L>5.C+?`V9F^GZL;.)VA M6V[$L\XNMNZQFO#$9`T['^GV-XZGFHK+%*<5.F595ZNXP86>[4F$GYIE0+WW69Z/NM/;/WC955.`M+6R2";YN`^6Z!XKXP-X MS=2XS./7\L$9UT(8SN\VUU8PEVS.U=L)CW&=(U`I-.C=GKC+XRE<:UB.PK(L M(FN5&'B,*7^'0@RI1'D^0BZ;`#=NU'P'-XQ2&)FY;1>&Z/7,>X?QKCZLTVE4 M*LU.A5BM1E"Q\5,V/JFPC81HR"L4XI6C%-2JQ()BW9#Y"/C;$((IEZ^$(VU4 M&Z%;S#2=9-&/+JMYJ5-UHB+QA336?>2%8UUOEBG<_;*46T9SV^>5YVTDK!JQ MIQ6,21HIU(IDF$W99MFQ5!9VM'@VKGQ8^),8&T\Q1DW"6@]GS%9=.]D\XX)U M<"RZ_6)G&R6P^VS6C9WO^Q,%IC:HEK'TBEJYXC:K4,?SMMAI!C5:BX+)JQZK M5S#F4*.6)HNS[5^;7XKY`TN:8>UFQG6=4J?3&@P.HN6;AFK&^&;3:Y>SKS>O MN3KW:J=5VKS/%?5;#*S)&#B3.8STZSTZ2RR9G"M;>G)<7R-'`VW]T'W-?S0_\`CVE]Q3]='_`\ ME]V1_P#-?^E_^[?A'E9CZ^A/W(\%^9M^M!E7[D_[GSZZ49_9?^ZG]D__`.$? MJW%3;IR6MR_U^87ZS'UD[U_A#[H#_'*B?XO_`/N8_P"&_P#[]_!?(US:0?;V M^[(TP_\`Q:K_`!WP_P#6;^[3_NJ>_P`0/_?%_P"C_P#G.G+6=K>7S/\`6WG_ M`*UW^SU_Z\_UM_\`&:&_P_\`_/\`_!__`-\_5^1JM;2C?GE\7?\`XOE_B])? M6V^[P_QBL7^)O_X=_I_U?6>5GGRU\>Z;6:/SW^MWYK_[FAY]=+\Y)_C!>OK- M_P#X`_\`VO\`_P`TY&N:\+A3@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@.`X#@ M.`X&ISM=_P#C%VLOYG#_``30/KO?=R?W"G_L'_OK_@Z_^X/+Y>3G_=BZM_GR M=H_S/WW4>KO]Q?=P_P"/-'_N;_WC_P#"_P#]\O5N%YKVL;_<=X@^YK^[!A/\ M(_6M^[SD?\3O_?/_`,#?_AUY?"\O=IK]^O\`.G;[X\F?^R7^ M;HP)]Q?_`(O,ON$_K,_X(BO\+?\`O,_X>_\`NOD:FBV/A3@.`X#@.`X#@.`X )#@.`X#@.!__9 ` end GRAPHIC 25 g31989g92x63.jpg GRAPHIC begin 644 g31989g92x63.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^$-7FAT M='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2+O MN[\B(&ED/2)7-4TP37!#96AI2'IR95-Z3E1C>FMC.60B/SX*/'@Z>&UP;65T M82!X;6QN#IX;7!T:STB061O8F4@6$U0 M($-O&UL M;G,Z<&AO=&]S:&]P/2)H='1P.B\O;G,N861O8F4N8V]M+W!H;W1O&UL;G,Z27!T8S1X;7!#;W)E/2)H='1P.B\O:7!T8RYO&UP0V]R92\Q+C`O>&UL;G,O(@H@("!X;7!2:6=H=',Z5V5B M4W1A=&5M96YT/2(B"B`@('!H;W1O&UL.FQA;F<](G@M9&5F875L="(^36EC&UP4FEG:'1S.E5S86=E5&5R;7,^"B`@("`\&UP0V]R M93I#&UP0V]R93I#:4%D3TB(@H@("`@27!T M8S1X;7!#;W)E.D-I061R4F5G:6]N/2(B"B`@("!)<'1C-'AM<$-O3TB(@H@("`@ M27!T8S1X;7!#;W)E.D-I5&5L5V]R:STB(@H@("`@27!T8S1X;7!#;W)E.D-I M16UA:6Q7;W)K/2(B"B`@("!)<'1C-'AM<$-OO"J01T8% MW22YABQQ$B"+4DFG&#B@N*U*4#(EAA@01K`A;PPOH&+92)1&Z[ MFRN#9#-7%]0=#=3W`Z58B6HW4R.I=45$G);.1F*?I<.*:*U!,K0]E+1-T4NO M+WAL<+'\]7Q"8B;)"J<RVREMM-`+/0`ZRIRZ;6.H!)N$^E%"1UMLKCUMJ^WHF1U M%48QRV5)&2'-,4[R,I6&@6!&*$H+I&5.*2XIB6D4\N*)OQ2P#Q`K><&; MD9D9HN\Q-ZR(PG7>:*$4S#]%0N0=ZLE'OB+^9.4G M:8+A@BW$`[1:[8;2`C\F8U9@^#)ZSA)60D:2=CRY<@83>,VJ3=7I>92U&4DM MMF2Y'R^\4!NMP9^-8^7EAN*"&:4"]5!-H7.%13!D.XO4(&<:!J5XZHIJ&LJ* M0CC.%63TE1.I:`7.%$\=<42I,8><)220Z4CR4[Q"!M3+M"/F2@ES:TY5T4@1&,"T##M+$2@(IHX,7*`C#AA5/C+ M9'@V\:O=]*_1'=_WA=V_)&SWN<)QO+N0\FZNZ2Y[Q?V/?7`['QG$['PM`L63 M5V%B7@]CO,#AEZ>60]G.S,D)ICM9BO'R(&2U1$U' M<$U.IL/D!(EYXI#86%TL$DIG3Z81=JI6PF44J`U,&2X"!C8WF.][E?)/+DB0;BQ>(DIBLE%I2?+XFHW'DQD`)";31TQFH04@SS*2@*S(#B4(S4`T^7R,!;=[E2&TG#&JVUN#(E!U8V5M/*(]:;(18'>#BW5I;99=6M* M:`D+(!<\O.29X/9Z78A9GYJS.P(426]&Z0VL5C"0 MX347S8XG(?J0(+BAW5I?>&\C"8IWDM'GB:[,GL,<#[@R1*0,E6C M2+Y:E*2HV50&NEMAKNB1U;(=V8[M]LG"K,02!(4T%']""H.0LH$9.V4#OT#J MQ$QLS.G^0W!FO,&:BBZE>YP.@[8"G%2X=AER+XEQX_?2E*FSMUPXNT+=6ZH2S0,T#-?WO3]K M0*TF66F5`T3R--,CJ=J,Q(M9CB?3K4:TI=>716TEF54Y:6"K=;<9/&;"VY+` MVZ[QS`E@=M*W74IH"EF\4E4NE7S3*5J=9YEV<#+$:L"Q(*'0WX+((4Q"8YQN M$K+2YZP-/@=-=/44BN<8,A:\7A851P[P[+D$D$#._#RQ?#17%G6I=W7@\ZHU^B^B>/H8W.YYWP'Q^]W>KBOAZNS0(%(R%B!AJS9SR\<,81!%)9L-U MV2Q,LL-V.6@BO5=!2RAI86E5<*IBH#;H7"C["-/-PG%:!?EKGL]4MOJDJ MMN,PTQL-EE4$+B]/)+@5-V,RL0<2&`(9&+L]L5MN/6IM11D]-7%@=1,&0+N, M8J(026D+*;*"2FTX)F462;-2Q+:B)5KQ=$45MD10=@D;Q@26S=P;&B)FTN$- M'SYL3FCA.`>,N0F7C/QE<9*(6C&SB>^,2`ZCYXO+V M1J1ON`*B!7L22/Y><7 M)Z!D%-V;6,L_SZM)Y/CQV^ZZCV@WV[0=:V7W``D@L:5@LN&!(^8^&^16>;\C&/! M'%$KAQ\9N/R'AC"CF<:J5,+R"RF/+\[M:3GQ)1(5`31KG$\#)X,,P$7,)"Q!+/^3LCV\FJ5A,NT&Q5T)[1.%@#"J9JHWF2`A$+:=4\Y)^65Y>4L/>#($. MMV\^]U==:2G/$6+324)"R%FE5Z>;$=XX8!XZF7J=AJ)#;@"31$\DM.5+,%*B MG3!LD?/CBC&P*N'O.70$V=5S';,)EIF,BI&F+\-RHZGU+#Q;+0?4HRA)9A02 M@6Q&&+J0HO*40""T(SUM2*D!!C3A)%;B!<\0+&C@(5P75!'FGLS(F59+.-]& M:$+8G02N.V,Y0F?**0$J#I05YM0RR4H=&M.`';P#U9[70$D[<:45AZ]/&3=H MH5$\@.%:*9M"D\M/.IC]HOJ)X%PROAN7Y>FA3=)-OS!/LG#P%A6U"#)X(LYS M(T^*Z0*G3&[R"BN)M@+58_-U,P":J+>(7LMMK>!8M_/IFIF,KG>Q%]L3,Z=X MGAYS.V0V_A4AN5Z,=TR*S62I.E1:;4.)1J02K-!7CB=PB:$M*UQP2X4/X-XM M]`=`5+@7D+YDZG+CIR,D2*\V,M8PE:-VG>T@F5W%PYCD>D!>+I2Z^DZ/H?R+ M>D,2;%\;09>!1O-=T7@G#1"12T4P8.!`!"7VA,7<7E#U#X3 MNK^];I'NK://>2=$_P`T]*\5P?.>F/YXY'Q/)_V?FF@$3Y1W(?"?9TMX+NG> M\=[\G\$G>3T7P/,+-SWJ]\G_`"CW\ZOG+SW_`%#BM6\[-`NGS(.6^!?)SG/A MKY7W7JO&^,;JOPO[GB2>OONZ#_G#H3:U<3R_]HVMC5\':T`S4W7P!'V?V,O[ M#L$_1?J]6@`%#6OQ#/?_P`]_>JK]#FQXA_?5?GQJ^4_WO\`C=>@ M,(KKUT]>JOY&W]SLU:!Q77M=GI[=C:]/9_3U:`+C%U^)>6?JN^XT7YC;OQ,> MRI_TM:OD/]R_5;G0"DIKU4]/;Z-WZ^SLU:`,9O7XOD;ZL6KN/5/:]CQ>:^JB MON;M[DOWKLYKN]`3ME=L?]A"G_\`/EQ'+F?J\5O$>/'=;@#5S'Y-_#U\GU_' M;G8U_`U:`V+++7W8-#ZG?OHG];39[L/OY`]7ZS0)G]G77T^BGY&OM^]ZONZ!__V3\_ ` end GRAPHIC 26 g31989trius-logo.jpg GRAPHIC begin 644 g31989trius-logo.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`-P!C`P$1``(1`0,1`?_$`+,```$%`0`#```````` M``````8`!P@)"@4"`P0!``(#`0$!`0````````````0&``4'"`,!`A````8! M`@0%`@0"!@L``````0(#!`4&!P`($1(4"2$3%187(A@Q,B,*023!0B49.1HS M-%2T-76U)G:W>!$``@$#`P,!!04%!`@'`````0(#$00%`!(&(3$3%$%1(C(' M87$C%1:!D5(S%T)B,Q,]_86TE[>Q1DI`A`:5NP4$]!7VD]`*G5Q@,=9Y;,V^.R%U M'8V,L@$D\@+)$O4ER!U-`.@'4F@U2/NUVX=U;.]*BJUB7@)1.S1>VG% M$X^@UZT$?P=13TMZ661;7B[,3\PG(LHDV(/TMC&$PE'FSGW#_KKRC&QYJ.^@ MM[F)_(N.M79#'MZJ?4$@33+[CM0=DJ>_4?T\YK_V_P#$\I)@C8W$]M-&8GR= MVBR"7=T=?``3!`WL(!8]WH.H).W3ONW2W:_1^WS<]C]9Q+$5DH9E?I5`*I=& MDG"M%W*\=;:R=L5&55%)J)0=HD:F,(@8X*<>82?I%]5.;Y++)Q#G%I_O=603 ML/%,&0$E9HJ4/0?.H6IZD&M=!_6?Z2<#QF&?F7`[P"UHKM`I\L)5V`#0RUJO M4UV,6IV&WMJ]373^N4-+4U-+4U-+4U-+4U-+4U-+4U-+4U-+4U-+4U-+4U-? M,J\:(-57R[ILBR02.NL\5723:HH)%$RBRK@Y@2323*41,81```/'7Y=EC4O( M0J@5)/0`>\U[:_4:-*P2(%G8T`'4DGL`!W)U3/B^!FJ&J%.D+9\Q6YE7F/,H0)+ M)5',W%KPDJM&'=NF13OHIR)EV2WGM#_081'AP'^.DS(6-QC+R2PN@!<1-1J& MHK]^M`Q>2MMMWV)XP9Y=W)7)Q3Z=)V6. MJ44HP@Y:Q2DI/21%W";-C%0[9RZ5!LP:+.5CB!2IH(G-Q$0`HDX?"Y#.W)M, M<@>8*6-2``![R?MH!]N@\]R'%\;LQ>Y5RD+.$6BEB6/L``)[`D_8-2*IMOKF M0*C5[W3Y1";J=SK\/::S,MBJD;RL!/Q[>4B)%`BZ:2Y$GK!TFH4#E*8`-X@` M^&J^:&2WF:"8;9D8JP]Q!H1^PZM;>>*Z@2YMV#02(&4^]6%0?V@UT2:\M>VE MJ:FEJ:FEJ:FLGKO?IG_N?=S7)/;/BKS8]J.V_&SS*T;>YW#<@D7-66FV,'R4 M6^BULB/4`/086S*K&YB1+OPCH.A)K M4:'J?LUV_P!$P?3-NE9JLLQQ+1G"3F)K:ERMSU1ZJ595T["?E'LTO)3C>4=K MG6NF"#$Y/.3?F>7GV13-UFF:K.3_#N-6^SL-"% M'W'P\JL$=I*]M666X1VL\NK&VN M3X[V&.0H3T=0VT^WHP-#[]9)NT=B3%-E[T/=WJ5CQACN?JE8N>1$*S69JDUF M4KU<00SA(-$$8"%?1B\=#)(M"@B4K9)("I!RA]/AK7N77=W'PW$2QRR+*R)N M(9@3^$#U(-3[^NL,X)86$O/LY#+!"T222[5**0OX[#X010=.G3V=-3FW)]^C M!VQGJQ[]H/E"9$R)&R?F)J'3.*R&R;TWD\J+4$$T*[=Q!]_?W'OH;+\PQV5X>N7S.,\D)O!% MX7<@JP6H?<$##W$`>\'I74]M[7=&JO;WV<;5\]Q.`CVFM9G:8XK]=QO!6AA4 MVE"B;!CI"U1K!N\"!?M7+.#8ID9III-T2B!0$.4/#5%A>+S<@S-UCVN-LL)< MER"V\A]I/<&I/7OIAY%S2#BW'[+*1VN^&X5`L88*$!CW@5VGL!M'0?L&IZ;@ M=RB&"=H&2]UZU36L;?'>$Y',1Z6E*IQR\HG'UHMB&"),G9NDVJBH&\KSQ0.` M#]7(/X:H+%!]IDF$>ZE:5-*TJ/W5TT9/+#&X*7-%-PBMS+MK2M%W4 MK0T^^A^[4(\8]X'$$_VTG7(7D?)1QNU=99R`=]-H`*[B2.O11^ M_L-+=GSRPEXB>77L;0VX9EV`[F+!RB@&BCXC[Z`#J>@.JTY#O_[V8?'R.XZ9 M[2.4X[:HMT\R7)R]SG"+$I+M4H-;.JJ;'@1R#)PW4*H1RH!(XW,4`<\H@H+* MO`,(]S^6QY:(Y7MLVCY@/E^?O]G?[-)[?5'D<=F,O+@Y1A":^3>_R$]&_E4H M13K\O6E?;J6W^8FV4^S_`'M[9RYZ-]I/W3\GH$=UWF_.?V^?$G2^I+R^3M\NW^S\V[I35[_`%6P/@]1 MXKCQ^B\_RBN[S>#PTK\^_KN_E[>N[5+;S'NX/M9]TW-F]2\8OG4XE43,`\=:?CK/#\UX?#AH M+H+=Q1QU`IN1T%/B0T)4]>H_8=8?F\OR/Z;?4&?D%UCRV-EEEVLQ.V1)7+56 M1:JK@4^%NM>A'4:T25+N^8CS!38E';]BK+&6\]3I3-F^"HJ!4:OH!Z!"`:2M MUW.12I0]224.(]?YYA.0@\4B#^&:W/TZR6-N6_.)[>VQ2_\`SLU0P]R)\[/_ M`':?M.MBL?K#A"*+U-P\LCJ@5I78_S)".K,1[R:=AK7ENKRYMXC>D^58U&VM0G055? ML!Z?;WTSV8:G6VR\7/-X9BC+.G#E)R[21*05P(B"A3JIEX)'7`P_Z02\_C^. MN8_KQPCB5KVGV=M/E7?^`PW_`"QE_NZ>NC>+?Y:L/^3B_P!1=*=]_P`9+_B- M_IUE&[.?^.#WDO\`SC)/_O>1_IUNO,?\E8?_``T_V0U@W`/_`-"SW^)+_P!0 MVN#BJO0,]^ZGS4K-P\;+J5_%KR?@S2+1!YZ5.-<.TALUEV)5R'*WDFJ+M0$E MB@"B7.(E$!\=>EU))']+(0C$!I:&GM!D>H/V&@T/9112_6JX\JAML)85%:,( M8P"/M%30ZDS^Z@_PXJY_]`T7_H5LU5_2_P#S$W_+O_I75_\`6'_+,7_.)_JO MJ'G?^34_NE>VRZ$AP;-'^"C.G'*/DMRGP(3D%93\J8'Y1X<1\>`ZNN`_YNR0 M]M)?]KI9^IP/Z%PYIT_"_P"G.KPNX2^8CV;=R;T'C46;O9%,=*[ZA+IG(R&- MFJ+`$%^;RUA?+.$R(\HCYACE`O$1#2/Q]6',+92#N%Z*C[GZ_NUI/)W0\!NG M!&PXXT/L-4%/W^S5-.Q_9`[[@O[=NH;?(B[Q^/K*KD:ZWFJV2;;*.:\E.TW( MTT_0860J!@C( M!4?:.]/;VZ:S[C?'7Y1]*8\7%(L4WFD=6/RU65C0^X$5Z]:&AH0*$`'+O[@/ MMO80&H9LV\89W<[5<648E>FY42PUR2;XEAX<8Q2+D9&LR4%:UZ\QKB0)+.9: M`?D29EX*B)0'@1Z3@'([[S6-S-:9662H'5?Q":U`8%:D]@KCKVT&+_ZH\1QH MM\E:07V#@A`8T5Z1A:%2596*A10EXR*=S3L?_P!_MM$^._=_V)TOHOL%]V>@ M=#3>?UG[I/@W[;N;V=T?P_[A_P"Y>KX=/R>'0=3XZ'_066]1X?7/N]?MK5NW M@\OF^;^93X/_`'4T=_4S!^E\_P"61T_+-VVB]_4>+P?)3PU_$]_LV;M:P[K1 MJ;DBM2=.OU8@[A5IE`S>3@+%&M92,>)&*8OZC5VFHF"A`,/(SOHDFM7%&1P&4C[0>F@/#.W[">W M*L*U;#6/*SCR!,HJ\?!$-A!X_5,8RIW,Q-/E7,M)F3#\IG*ZGED#E+P*`!HK M*9C)9B;U64G>:4#NQZ`#W#H`/N`T!A..X;CUMZ'!VT=O`3V0=6)]YZLQ^\G[ M-=]KF'$TBJ=K&92QN^>%;NW`-FMWK3I4$F*"KEVN=%O)G5!NS01,HL;AP33* M8QA``$=*B\AP4VZ.UOK)Y]K$`31GY0220&K04JQ]@J=.R*-96T2+67;`'41D=&#PA2HK`!T7(+`(J/A M61$!YN/*8H_Q#2;^B+GDMTF3YQ<1W<<;%H;:&JVR`]F)/QRL5I4D@4Z=1KXV M0%BK6^/1HI.S,WSU'<4[+0^RE?VZ/TTR))D22(5--,I2)ID*!2$(4``I2E#@ M!2E`.`!K28HHX8UAA4+$H```H`!T``]@`U3,Q8EF-6.J7=B_;*R;M5[@N^S> M!:\B4FRU#=98K5,5.J0+*:1L-;0L&1G=S02GW+](D>LJW9+@B?R#&`5>(A]. MG7.E.O?KUUGW&^'W6$Y-DG0&G2M3KUX_[8V3:CWBLG=R)[D:DN<<7:@NJG'8_;,9L+DV>.*76:N# MEV]43+#=.1Q"**_283"0Y0X<>.OMQR:VEX?%QL1OZA)`Q>HV_,S=N_MU^;7A MUW!SV;ES2QFVDC*A*'=U1%^[NM>_MTY?>)[?U_[D&UB+P-CB\U*@3\?DRN7@ M\U!1X_PT+Q'/P<=RC7UPCR(8F6 MBTK4D=>OW:L.<<:N.4XE,?;2)&ZSJ]6K0@!A3H#UZ^[3B[C.W3CG=KL-I^RO M-$LX1&IX^QG#0V0*NB7KZQD#'%7804=U".Q`/V:]-0H8`]P>H(J*J2*@]11:\[`/<6N6)AVP9+[GKF=VOU6/<#1<=-H2W.$' MKV.157J,1.L)&4%)I68F3(B;IQ=2"38H"+9(IN40>5Y_QV&\_-+;%A5.\(3MCLK;*N(CSD?$A(O;2_L<7#S,4Y<@@8A-+USS"!N6_J**W#P;54QR4)H%"D@]0&%*J>ON.FJTX% M.F&4W;Z=-N_O4?B;1UZUV=^M*Z5CPKZFR6?Y%+E83A-GCK6KF/M0GP[R M*=*>3MTK34D_\MSMY]D>Q/E2T>F_9/\`;#UGHK/K_DW[AON.^=?-ZWD\SW7_ M`"/HO+Y'IOZ?F\WU:K/ZCW_G\_A3=ZWS4KTV>'P^+M_#UW=Z^S5U_2;&>F]- MYWV_E_@K3KY//Y_+\W;=\.S^'I76DC6<:UK7BU]UQQ$4"F1B]=P36 M#P"T=685BM"GE,`WD\F,0JW8D-&&DCCQ7%'E\T?$W'7/N0Q&)M[OG3V]K;H\ M6,CV%8T4KNL)=VT@?#N/S4I7VUUTKC\WF;FP^GZ7-Y#86DPV4&N/;E5IK:-<,S4M"F,9FN2E8=88I55DGE M.FGDO)RR%@9S<=,)>7(D3:G3<%4`403Y>-[8\IY'QN&VM\VMI<64N"FNXA"' MC:-K2&-FB M55F0(J&-D9#6,E@5(^*M=#-`W?;@W$';9R=C26V'=;>;SF)A8R82R!C*!QG< MJ[!,IN'HSJ3M+I>/O\',(/C@@\14;N5#M3&Y/+.`E#Q?.^5M:S7=T@GMGQ,U MVL@M)[=+>6.-72`M(2LZ.&.UP58E2:4(H=E_ISPY+JWM+1S;W*YF"S:/UMO= M27,,DC(\X6(!K=T*CCI47-E2;/WIE)265Z,C3 MR&(LYKY/*%$%Q,ZJ8E98TC5JR`,2993M`%`J]:ZJ+7C/#+O*7]IBL7FKZ''O MXF8W%O"C,)75I))&2D1*J!%$-Y8@EFZ:XM'W3;@+$>BM[G(6MX\SNDDB(]K*D6Z)-T;%9"20KE2H85J5H2X0>,+KF.-8O\`W9O0'@U2B0#MI,=#;YER5?SWBXD8MP$G%10Q1`` M?4K-Y&WL;"W$=MDY);Z.XE6WFNE5K&80-XH4(:DKD-N=J(M1U8C5G']*N/V% MSD,A<&2ZQ,4-A);0O=0V;,N0@-POEGD!3="@*[46KMUZ`'3\X,W+9:R!>,#U M*_4U"F.[WB[.EBM\:^@9J"DUIK%>0ZE3:_88>,G#IRL-7K=%3*DBFU=IF7(1 M=,HF^D1,S\9YAG%(5D$?PH2X9G82/0$ M#N*&F8\K[I,+P>-82]6&KMV,_9KNUN>X/'V%[I?XJJP$0PC7%$+8<:L)%RM` M25K=O'*;QV#AS'LRLOI-Q4XE/Y!G>:<=MK.VRDL*Q2S3"6_@M)9UB154P>2W M5B4:4E@[[FC39T^;I6\;X_P/D]U?76)AG,L,$!AQ]Q>PV[RR.S"?QW+*!(L0 M"E$VK(Y?J/AZ\#[L9SVSZM]U>U'SO@SWEZA[;NWHGG?+?LGY/Y_4NHZ+H/[, M]M?ZY[@^GS?(T/\`KJ?T?G_/,'N_+/-N\GZ[=VK/-;)K"]+4U-1:G,9 M8'>R6Z]Q*7>/;/DI.:H]Y&OFMN--NCU;'CNYW*! M(RK&!LDTRO,I>[PK"-L.&IVM5AC?K`Z!5RW-*0T;7HQFHYDT3E;,TG'F'.4J MA1U\R&'XG*]I)D;B()#C;B*,-,BJ]J\<:SN:D;D6-5+2`[4!J2`1K]X[.0H>)NEGQ$HC7&DSRHG1D3SE676:1JBD@V;@"#@Z1R+$,3 MIR-Q]$XTW.O*5>\;9-B9">)(R%PJ;Z;;1=A34EFUD;M7KQZW6(*B M54@&!&7C6`.>P6*XY>2IB8[+)&&:WN59]S30M(%DJXD`8NK`A]M/BHPKK06Y M3R(<=Y#F.46,3YB2^Q:SP7-JZQ[5AF6,M'1#&2H1E(*5K\-5--/E&;>-N$E& M8FK&(!R+P9"U%SX98+F-YY`S@7>_=O$WXM#*2I,NC:Q[?, M22SC#-2-F*_0.5J%7+4EC^XL,JH_-%GJ3M6,2O\`U[R7"2?6Z#KDB)43[F;(QO!==]0PW:#X7` M.UX,3XZQY2\MF91L1FB>M>)[U!94@Y"WDRZ$S8)*RQ%?L2JSY&RS`*.)-M(Q MBB;I4R`+$63YB")0+?BW"OR.TQ..OML$>1DEMIDN4:7U6^1I420EO(_659(R M&.W>&'3I8W7+^=GD%[FRQBF5AK5WL>X:%O$;/0.0Z['W*JY^C*2S8,(:LHN.H32GW=* M9'46A%V[@[EBNJH9$4S`8I.0XYQ.]::$WOAR,N62972=%ECOEA50D8-:.85J MT)5BR,Q*[370V-Y3S*P6"<8_SXN'#/`T60RF<.SM(`'5T93&46@V($` MC/5:$FH$G-V>YEGN<-B#CY8(HQ#Z=D1%B)*/&ZNLH=JMOH]-Y7S%\L_V?TO'I_/\`Y+HO,^G2 MS^C^#>@\'YF?1[_'7U,-/6>L\WGW4_XOU7P;>U?P_'7IIJ_6_P!0/S'U'Y0/ <7;/)M]+/7T/H?#Z?;6OH_2?B;OFV_B^6G77_V3\_ ` end COVER 27 filename27.htm Cover Letter

Michael L. Penley

(858) 550-6028

mpenley@cooley.com

  VIA EDGAR AND FEDERAL EXPRESS

June 16, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:   Jeffrey Riedler
     John Krug
     Daniel Greenspan
     Vanessa Robertson
     Joel Parker

 

Re:   Trius Therapeutics, Inc.
     Registration Statement on Form S-1 (File No. 333-162945)
     Amendment No. 5 Filed June 16, 2010

Dear Ms. Robertson and Messrs. Riedler, Krug, Greenspan and Parker:

Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended, on behalf of our client, Trius Therapeutics, Inc. (the “Company”), is Amendment No. 5 (“Amendment No. 5”) to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on November 6, 2009. The copy of Amendment No. 5 enclosed herewith is marked to show changes to Amendment No. 4 to the Registration Statement filed with the Commission on February 25, 2010.

The Company respectfully requests the staff’s assistance in completing the review of the Registration Statement and Amendment No. 5 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 5 to me at (858) 550-6028 or Charles J. Bair, Esq. at (858) 550-6142.

Sincerely,

Cooley LLP

/s/ Michael L. Penley, Esq.

 

cc:   Jeffrey Stein, Ph.D., Trius Therapeutics, Inc.
     John P. Schmid, Trius Therapeutics, Inc.
     M. Wainwright Fishburn, Jr., Esq., Cooley LLP
     Charles J. Bair, Esq., Cooley LLP
     Patrick A. Pohlen, Esq., Latham & Watkins LLP
     Cheston J. Larson, Esq., Latham & Watkins LLP
     Divakar Gupta, Esq., Latham & Watkins LLP

 

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

-----END PRIVACY-ENHANCED MESSAGE-----