0001571049-14-000679.txt : 20140414 0001571049-14-000679.hdr.sgml : 20140414 20140304164122 ACCESSION NUMBER: 0001571049-14-000679 CONFORMED SUBMISSION TYPE: DRS PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20140304 20140414 DATE AS OF CHANGE: 20140401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Angion Biomedica Corp. CENTRAL INDEX KEY: 0001601485 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113430072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DRS SEC ACT: 1933 Act SEC FILE NUMBER: 377-00507 FILM NUMBER: 14665429 BUSINESS ADDRESS: STREET 1: 51 CHARLES LINDBERGH BOULEVARD CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: (516) 326-1200 MAIL ADDRESS: STREET 1: 51 CHARLES LINDBERGH BOULEVARD CITY: UNIONDALE STATE: NY ZIP: 11553 DRS 1 filename1.htm
TABLE OF CONTENTS
As confidentially submitted to the Securities and Exchange Commission on March 4, 2014.
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.
Registration No.           
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
ANGION BIOMEDICA CORP.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
 
 
2834
 
 
11-3430072
 
 
(State or other jurisdiction of
incorporation or organization)
 
 
(Primary Standard Industrial
Classification Code Number)
 
 
(I.R.S. Employer
Identification Number)
 
51 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 326-1200
(Address, including zip code, and telephone number including area code, of Registrant’s principal executive offices)
Itzhak D. Goldberg, M.D., F.A.C.R.
President and Chief Executive Officer
Angion Biomedica Corp.
51 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 326-1200
(Name, address, including zip code, and telephone number including area code, of agent for service)
Copies to:
 
 
Ivan K. Blumenthal, Esq.
Joel I. Papernik, Esq.
Avisheh Avini, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York 10017
(212) 935-3000
 
 
Anthony J. Marsico, Esq.
Greenberg Traurig, LLP
The MetLife Building
200 Park Avenue
New York, New York 10166
(212) 801-9200
 
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, 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, please 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.
 
 
Large accelerated filer   ☐
 
 
Accelerated filer   ☐
 
 
Non-accelerated filer   ☐
(Do not check if a smaller
reporting company)
 
 
Smaller reporting company   ☒
 
The Registrant is an “emerging growth company,” as defined in Section 2(a) of the Securities Act. This registration statement complies with the requirements that apply to an issuer that is an emerging growth company.
TABLE OF CONTENTS
Calculation of Registration Fee
 
 
 
 
Title of Each Class of Securities to be Registered
 
 
Proposed Maximum
Aggregate Offering
Price​(1)​(2)
 
 
Amount of
Registration Fee​(3)
 
 
Common Stock $0.01 par value​(4)
 
 
$
        
 
 
$
        
 
 
Underwriter’s Warrant to Purchase Common Stock​(5)
 
 
 
—
 
 
 
—
 
 
Common Stock Underlying Underwriter’s Warrants​(4)​(6)
 
 
$
              
 
 
$
              
 
 
Total Registration Fee
 
 
$
        
 
 
$
        
 
 
 
(1)
  • Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.
(2)
  • Includes the offering price of shares of common stock that the underwriter has the option to purchase to cover over-allotments, if any.
(3)
  • Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price.
(4)
  • Pursuant to Rule 416 under the Securities Act, the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
(5)
  • No registration fee pursuant to Rule 457(g) under the Securities Act.
(6)
  • Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 140% of the public offering price. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the underwriter’s warrants is $             (which is equal to 140% of $             ).
 
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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such 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.
 
 
 
PRELIMINARY PROSPECTUS
 
 
SUBJECT TO COMPLETION
 
 
DATED MARCH 4, 2014
 
 
             Shares
Common Stock
[MISSING IMAGE: logo_angion.jpg]
 
 
This is a firm commitment initial public offering of              shares of common stock of Angion Biomedica Corp. No public market currently exists for our shares. We expect the initial public offering price of our shares of common stock to be between $     and $     per share.
We intend to apply to list our common stock on the NASDAQ Capital Market under the symbol “ANGN.” No assurance can be given that our application will be approved.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.
Investing in our common stock involves a high degree of risk. See “Risk Factors” section beginning on page 10 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.
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 discounts and commissions​(1)
 
 
$
 
 
$
 
 
Proceeds, before expenses, to us
 
 
$
 
 
$
 
 
 
(1)
  • Does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to Aegis Capital Corp., the underwriter. See “Underwriting” for a description of compensation payable to the underwriter.
We have granted a 45-day option to the underwriter to purchase up to              additional shares of common stock, solely to cover over-allotments, if any.
The underwriter expects to deliver our shares to purchasers in the offering on or about            , 2014.
Aegis Capital Corp
TABLE OF CONTENTS
TABLE OF CONTENTS
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-1
 
You should rely only on the information contained in this prospectus. Neither we nor the underwriter has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we may have referred you in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the underwriter is making an offer to sell or seeking offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock, and the information in any free writing prospectus that we may provide to you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and future growth prospects may have changed since those dates.
 
Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s
i
TABLE OF CONTENTS
future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”
This prospectus may include trademarks, trade names and service marks that are the property of their respective holders. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the​® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable holder will not assert its rights, to these trademarks and trade names. Use or display by us of other parties’ trademarks, trade dress or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
ii
TABLE OF CONTENTS

PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our common stock. You should read this prospectus carefully, especially the risks set forth under the heading “Risk Factors” and our financial statements and related notes included elsewhere in this prospectus, before making an investment decision. References in this prospectus, unless the context otherwise requires, to “Angion,” “our company,” “we,” “us” and “our” and other similar references refer to Angion Biomedica Corp.
OVERVIEW
We are a clinical stage biopharmaceutical company established in 1998 to focus on the discovery and clinical development of novel therapeutic agents to treat acute and chronic organ injury by harnessing the body’s protective, reparative and regenerative systems. The therapeutic strategy we follow and pathways we target were selected to prevent or limit acute injury, to prevent or limit acute injury from evolving into chronic disease and to stabilize, and potentially even reverse, chronic disease. We believe that these treatment objectives address significant unmet medical need. Our clinical programs are currently focused on renal transplantation, acute kidney disease and acute cardiac disease.
One of the body’s powerful regenerative systems is mediated by a growth factor called hepatocyte growth factor, or HGF, which is responsible for activating repair pathways under adverse conditions to prevent cell death and cellular dysfunction, thereby having the potential to limit long-term organ damage following injury or acute disease. We have discovered and developed a small molecule that mimics HGF’s endogenous biological roles of blocking apoptosis (or programmed cell death) and activating regenerative pathways, which can be administered during the post-injury period to achieve a therapeutic effect. Our most advanced drug candidate, BB3, has demonstrated significant benefit in several preclinical models of acute and chronic disease and injury, and is currently in Phase 2 clinical trials for the treatment of delayed graft function, or DGF, in renal transplant recipients.
Renal transplantation is our gateway indication for BB3 in order to reach the market as quickly as possible. We believe that BB3 has the potential to change the paradigm in renal transplantation by improving graft function, reducing the need for post-transplant dialysis, reducing hospitalization time and costs, and increasing the number of successful transplants for a population where demand for available organs greatly exceeds supply. In fact, many potentially useful organs are discarded because of suspected poor quality and unsuitability for transplant. We believe that BB3 has the potential to increase the number of transplantable organs that are otherwise discarded.
BB3 also has the potential to prevent or limit cardiac damage after myocardial infarction, or MI, also known as a heart attack, based on studies in several preclinical models. A significant number of survivors of a heart attack have a poor prognosis because the acute damage to the heart progresses into congestive heart failure, a chronic disease, despite early interventional procedures. By blocking apoptosis (programmed cell death) and activating repair pathways, BB3 has the potential to preserve heart tissue, and to limit expansion of the injury and its deterioration into heart failure. We initiated a Phase 2 trial of BB3 in patients having an angioplasty procedure immediately post-MI, but this trial was paused because the participation of a limited number of clinical sites resulted in inadequate patient recruitment. No safety issues were reported. This trial will be reactivated at additional sites in order to reach the recruitment target and to proceed with this indication following the present offering.
In preclinical models, BB3 has also been found to have the potential to prevent or limit acute kidney injury, or AKI, caused by toxins, including antibiotics, ischemia (i.e., the interruption or restriction of blood flow to tissues) and ischemia-reperfusion injury (i.e., tissue damage caused when blood supply returns to tissue after a period of lack of oxygen, which creates a condition in which the restoration of circulation results in inflammation and oxidative damage, rather than restoration of normal function). DGF in renal transplantation, as discussed above, is a special case of AKI that occurs in the donated, transported and then transplanted kidney. AKI occurs in approximately 7% of hospitalized patients, and significantly more often in critical care units, with high rates of progression to chronic kidney disease. Patients with
1
TABLE OF CONTENTS

compromised renal function placed on cardiopulmonary bypass are particularly susceptible to AKI. We expect to start a Phase 2 trial in this population in the next six to nine months, with the objective of demonstrating a significant reduction in the incidence of AKI in post-cardiac surgery patients with pre-existing compromised renal function.
Our pipeline also includes ANG-3070, a kinase inhibitor with antifibrotic activities, for the treatment of chronic kidney disease and systemic sclerosis (an autoimmune connective tissue disease). This novel compound shows preclinical promise in blocking activation of cellular pathways involved in extracellular deposition of matrix (a material produced in excess by injured tissues that causes organ dysfunction and fibrosis) and scar formation.
In addition, we are conducting discovery studies to identify a therapeutically useful, proprietary compounds that target specific cytochrome P450s, or CYPs. CYPs are a large and diverse family of enzymes, some of which are responsible for the detoxification of drugs and ingested toxins, and others which are responsible for the metabolism of endogenous substances such as steroids, vitamins and lipids. We discovered a novel core chemical structure and have the technical expertise to develop derivatives with a goal of tailoring selectivity and developing individual compounds that inhibit a specific CYP and, potentially, modulate the levels of specific endogenous metabolites in order to treat certain acute and chronic diseases. Potential therapeutic applications of such compounds would be for the treatment of fibrosis and breast cancer (CYP26), solid tumors, including prostate cancer (CYP17), and chronic kidney disease, hypertension and heart failure (CYP11B2), as well as for improving the appearance of aged, maturing skin (CYP26).
Also in the discovery phase is our relaxin program. Relaxin is a naturally-occurring peptide that acts systemically on cells and tissues to inhibit fibrosis (the process of excessive collagen deposition following injury and in certain diseases) which is also responsible for major organ failure. We have discovered novel peptides that mimic relaxin’s biological activities in research model systems, and we are also developing a controlled release delivery system for relaxin in order to optimize its biological activities and avoids the need for repeated dosing and intravenous administration. In developing these programs, we are focusing on preventing or limiting cardiac damage after MI and treating chronic kidney disease.
We have had the benefit of receiving peer-reviewed, competitive grants and contracts from the National Institute of Health, or NIH, and the National Science Foundation, or NSF, under the Small Business Innovation Research, or SBIR, program. Since our inception in 1998, we have received more than $55.0 million in grant and contract funding. SBIR funding may continue to support programs from discovery through Phase 2 clinical development, and we intend to continue to compete for these funds in the future to support our programs, especially those programs in the discovery stage.
2
TABLE OF CONTENTS

Our Pipeline
We are developing therapeutics for both orphan indications and large clinical markets of unmet medical need. In addition to our BB3 clinical programs, we have preclinical discovery and development programs that modulate or harness other cellular pathways to limit acute organ injury and chronic disease. These programs are projected to add new clinical candidates to our pipeline. We believe that our product candidates offer innovative therapeutic approaches and may provide significant advantages relative to current therapies. The following table summarizes our product candidates and programs:
[MISSING IMAGE: t1400285_table1.jpg]
 
 
*
  • BB3 (under the name Refanalin) has been granted orphan designation by the FDA to improve renal function and prevent DGF following renal transplantation. BB3 was also granted Fast Track designation from the FDA, allowing for expedited regulatory review.
**
  • We believe that a Phase 1 trial will not be necessary for this indication because of the safety data already obtained on BB3 from other clinical trials. We intend to submit an IND for this indication in 2014.
Our Strategy
We believe that there is a large unmet medical need and significant market opportunity for patient therapies that prevent or limit acute organ injury, prevent or limit acute organ injury from evolving into chronic disease, and stabilize, and even potentially reverse, chronic disease and organ damage. We believe that BB3, our other drug candidates, and compounds rising through our discovery programs will generate new medications that have the potential to transform the treatment of acute organ injury, and we strive to be the leader in improving the quality and quantity of life for large patient populations. Our principal corporate objective is the maximization of stockholder value by advancing BB3 through Phase 2 clinical development to Phase 3 in renal transplant within the next twelve months, with the goal of obtaining regulatory approval and, ultimately, commercialization. We also plan to continue and complete the multicenter Phase 2 trial of BB3 in MI, and to initiate clinical development of BB3 for AKI by either partnering or licensing out our intellectual property. These latter indications affect significantly larger populations than renal transplantation, for which we have an orphan drug designation from the FDA, and Fast Track designation for expedited regulatory review.
We are committed to applying our understanding of molecular modeling, medicinal chemistry and in vitro biology, as well as our expertise with multiple preclinical models of injury and disease to transform the lives of patients with acute and chronic debilitating and costly diseases and conditions. We also seek to support later-stage clinical development of our other clinical and preclinical candidates that we believe show significant potential to advance quickly to commercialization.
3
TABLE OF CONTENTS

The key elements of our strategy are to:
•
  • continue the clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and prepare regulatory submissions to the FDA and EMA for approval;
•
  • continue BB3 Phase 2 trials in acute MI;
•
  • conduct Phase 2 clinical studies on BB3 for AKI;
•
  • complete preclinical development of ANG-3070 for the treatment of chronic kidney disease and submit an IND to the FDA;
•
  • complete preclinical development of ANG-3281 for the treatment of liver fibrosis, and submit an IND to the FDA; and
•
  • continue discovery work on our CYP selectively targeted inhibitor platform and relaxin programs.
We plan to continue in-house the clinical development of BB3 in renal transplantation to advance it into Phase 3 trials and through to regulatory approval. We are, however, considering whether we will license out any of our other programs to partners that have the expertise and resources to commercialize approved drugs or advance drug candidates rapidly into the clinic and onto the market. Currently, we have licensed to Ohr Cosmetics LLC the dermatological use of a CYP26 inhibitor from our platform CYP inhibitor program.
Risks Relating to Our Business
We are a clinical 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 invest in our common stock. In particular, you should consider the following risks, which are discussed more fully in the section entitled “Risk Factors”:
•
  • we have no products approved for commercial sale and, to date, have not generated any revenue from product sales;
•
  • we will require substantial additional funding beyond this offering to complete the development and commercialization of BB3 and to continue to advance the development of our other product candidates, and such funding may not be available on acceptable terms or at all;
•
  • BB3, ANG-3070, ANG-3281 and/or our other product candidates may not receive regulatory approval in a timely manner or at all;
•
  • we may be subject to delays in our clinical trials, which could result in increased costs and delays or limit our ability to obtain regulatory approval for our product candidates;
•
  • because the results of earlier studies and clinical trials of our product candidates may not be predictive of future clinical trial results, our product candidates may not have favorable results in future clinical trials, which would delay or limit their future development;
•
  • we have never commercialized any of our product candidates, and our products, even if approved, may not be accepted by healthcare providers or healthcare payors;
•
  • we may be unable to maintain and protect our intellectual property assets, which could impair the advancement of our pipeline and commercial opportunities.
Corporate Information
We were incorporated in the State of Delaware on April 6, 1998. Our principal executive offices are located at 51 Charles Lindbergh Boulevard, Uniondale, New York, 11553, and our telephone number is (516) 326-1200. Our website address is www.angion.com. The information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference into this prospectus and does not constitute part of this prospectus.
4
TABLE OF CONTENTS

Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups, or JOBS, Act of 2012. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
•
  • only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
•
  • reduced disclosure about our executive compensation arrangements;
•
  • no non-binding advisory votes on executive compensation or golden parachute arrangements; and
•
  • exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
5
TABLE OF CONTENTS

THE OFFERING
Common stock offered by us
             shares
Common stock to be outstanding after this offering
             shares
Over-allotment option
We have granted the underwriter an option for a period of up to 45 days to purchase up to              additional shares of common stock at the initial public offering price, less underwriting discounts and commissions.
Use of proceeds
We intend to use the net proceeds from this offering for research and development activities, including funding (i) the continued clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and completing other work necessary to make filings for regulatory approval; (ii) conducting Phase 2 trials on BB3 for acute kidney injury, or AKI; (iii) continuing BB3 Phase 2 trials in acute myocardial infarction, or MI; (iv) completion of preclinical development of ANG-3070 and an IND submission to the FDA; (v) completion of preclinical development of ANG-3281 and an IND submission to the FDA; and (vi) continuing discovery work on our CYP selectively targeted inhibitor platform, and relaxin programs, as well as for working capital and other general corporate purposes. See “Use of Proceeds.”
Dividend policy
We do not currently intend to declare dividends on shares of our common stock. See “Dividend Policy.”
Risk factors
You should read the “Risk Factors” section of this prospectus beginning on page 10 for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
Proposed Nasdaq Capital Market symbol
“ANGN”
The number of shares of common stock to be outstanding after this offering is based on an aggregate of 61,200 shares of common stock outstanding as of December 31, 2013, and excludes:
•
  • 3,775 shares of common stock issuable upon exercise of outstanding options issued under our 2002 Stock Option Plan as of December 31, 2013, at a weighted average exercise price of $20 per share;
•
  •              shares of common stock reserved for future issuance under our 2014 equity incentive plan, or the 2014 Plan, which will become effective upon the completion of this offering, but with respect to which no awards will be granted prior to the effective date of the registration statement of which this prospectus is a part, subject to automatic annual adjustment in accordance with the terms of the 2014 Plan; and
•
  •              shares of common stock to be issued upon exercise of the warrant to be issued to the underwriter in connection with this offering, at an exercise price per share equal to 140% of the public offering price, as described in the “Underwriting — Underwriter’s Warrants,” section of this prospectus, assuming an initial public offering price of $     per share, the midpoint of the initial public offering price range reflected on the cover page of this prospectus.
Unless otherwise indicated, this prospectus reflects and assumes the following:
6
TABLE OF CONTENTS

•
  • the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will be adopted in connection with the completion of this offering;
•
  • a one-for-          reverse stock split of our common stock to be effected before the completion of this offering;
•
  • no exercise of the outstanding options;
•
  • no exercise of the warrants to be issued to the underwriter described above; and
•
  • no exercise by the underwriter of its option to purchase additional shares of our common stock to cover overallotments, if any.
7
TABLE OF CONTENTS

SUMMARY FINANCIAL DATA
The following tables set forth, for the periods and as of the dates indicated, our summary financial data. Our consolidated financial statements include the results of operations and financial position of NovaPark LLC, or NovaPark, a real estate entity, in which we own 10% of the membership interests, which we are required to consolidate into our financial statements under generally accepted accounting principles in the United States, or GAAP. NovaPark is excluded from this offering. The statement of operations data for the years ended December 31, 2013 and 2012, are derived from our audited consolidated financial statements included elsewhere in this prospectus. You should read this summary data together with the more detailed information contained in “Risk Factors,” “Selected Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes, all included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year.
 
 
 
 
Year ended December, 31
 
 
 
 
2013
 
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
Condensed Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Grant revenue
 
 
$
6,581,072
 
 
$
7,297,701
 
 
Cost of revenues
 
 
 
(3,173,478
)
 
 
 
(3,673,684
)
 
 
Gross profit
 
 
 
3,407,594
 
 
 
3,642,017
 
 
Operating expenses:
 
          
 
Research and development
 
 
 
196,008
 
 
 
—
 
 
General and administrative – Angion
 
 
 
2,233,622
 
 
 
2,287,973
 
 
General and administrative – NovaPark
 
 
 
1,375,764
 
 
 
1,755,261
 
 
Total operating expenses
 
 
 
3,805,394
 
 
 
4,043,234
 
 
Loss from operations..
 
 
 
(397,800
)
 
 
 
(419,217
)
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
(300,432
)
 
 
 
(307,450
)
 
 
Investment and other Income
 
 
 
31,375
 
 
 
11,745
 
 
Rental income
 
 
 
1,641,365
 
 
 
1,877,445
 
 
Other income
 
 
 
757,926
 
 
 
31,450
 
 
Total other income (expense)
 
 
 
2,130,234
 
 
 
1,613,190
 
 
Income before income taxes
 
 
 
1,732,434
 
 
 
1,193,973
 
 
Income tax expense
 
 
 
452,778
 
 
 
201,858
 
 
Net income
 
 
 
1,279,656
 
 
 
992,115
 
 
Less net income attributable to non-controlling interest
 
 
 
(647,415
)
 
 
 
(684,812
)
 
 
Net income attributable to Angion Biomedica Corp.
 
 
$
632,241
 
 
$
307,303
 
 
Earnings per share:
 
          
 
Basic and diluted net income per share
 
 
$
10.33
 
 
$
5.02
 
 
Basic and diluted weighted average common shares
outstanding
 
 
 
61,200
 
 
 
61,200
 
8
TABLE OF CONTENTS

 
 
 
 
As of December 31, 2013
 
 
Condensed Balance Sheet Data
 
 
 
 
 
 
Assets:
 
     
 
Cash and cash equivalents
 
 
$
2,057,250
 
 
Building and related fixed assets, net
 
 
 
6,171,369
 
 
Total assets
 
 
 
11,062,848
 
 
Current liabilities
 
 
 
1,146,917
 
 
Long term debt
 
 
 
5,202,353
 
 
Total liabilities
 
 
 
6,603,270
 
 
Total stockholder’s equity
 
 
 
4,459,578
 
 
Total stockholder’s equity and liabilities
 
 
$
11,062,848
 
9
TABLE OF CONTENTS
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this prospectus, including our financial statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Relating to Our Financial Position and Need for Additional Capital
Currently, we have no products approved for commercial sale and, to date, we have not generated any revenue from product sales. As a result, our ability to manage future losses and reach profitability is unproven, and we may never achieve or sustain profitability.
We have not yet submitted any product candidates for approval by regulatory authorities in the United States or elsewhere for our lead indication, BB3, delayed graft function, or DGF, following renal transplant, or any other indication. Support for our clinical and other programs has come mainly from United States government grants. We currently have 9 funded United States government grants with remaining direct, indirect and fixed fees due to us of approximately $4.8 million as of December 31, 2013, which includes amounts payable to subcontractors who collaborate with us on our grants, such as university laboratories and clinical testing facilities. In addition, we have several NIH and Department of Defense, or DOD, grant applications pending which, if all are awarded and funded in accordance with the proposed budget, will provide an additional $3.0 to 4.0 million to us. Our working capital as of December 31, 2013, and December 31, 2012, were $1,471,616 and $959,801, respectively. Our cash and cash equivalents as of December 31, 2013 and December 31, 2012 were $2,057,250 and $1,404,493, respectively.
To date, we have devoted most of our financial resources to research and development and our corporate overhead, the former including our drug discovery research, preclinical development activities and clinical trials. We have not generated any revenues from product sales. We have received over $55.0 million in grants from the United States government that support our discovery, preclinical and clinical programs, provide overhead and provide us with a 7% fixed fee (i.e., a profit) on total direct and indirect costs, excluding subcontractor costs. As our clinical trials and preclinical development programs expand, we expect to incur losses for the foreseeable future. We expect these losses to increase as we continue our development of, and seek regulatory approvals for, BB3, our lead product candidate, and our other product candidates, prepare for and begin the commercialization of any approved products and add infrastructure and personnel to support our product development efforts and operations as a public company. We anticipate that any such losses could be significant for the next several years as we complete our Phase 2 clinical trial of BB3 in DGF and start Phase 3 trials necessary for regulatory approval, continue our Phase 2 study in MI, begin a Phase 2 study in AKI, complete preclinical development of our kinase inhibitor, ANG-3070 and our CYP26 inhibitor, ANG-3281. We also intend to advance our compounds that are currently in discovery into preclinical development and initiate Phase 1 trials on the most promising candidates. If BB3 or any of our other product candidates fail in clinical trials or do not gain regulatory approval, or if our product candidates do not achieve market acceptance, we may never become profitable. As a result of the foregoing, we expect to experience net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows will have an adverse effect on our stockholders’ equity and working capital.
Topical formulations of our CYP26 inhibitor compound ANG-3522, for uses such as improving the appearance of skin resulting from conditions such as sun damage and aging are licensed to Ohr Cosmetics LLC, or Ohr Cosmetics, an affiliated company. We believe that this topical formulation will be regulated by the FDA as a cosmetic. If this product is successful, we anticipate royalty revenues, and milestone payments based on achievement of incremental gross revenues, in the future. Ohr Cosmetics has marketing rights under the patents in all countries in which a valid patent claim exists; a U.S. patent has been issued and applications are pending in Australia, Canada, China, Europe, India, Israel and Japan. We are dependent upon Ohr Cosmetics’ success in completing studies, marketing the product(s) and collecting revenues thereon in order for us to receive any revenues from milestones or royalty payments from this relationship.
10
TABLE OF CONTENTS
Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. In addition, our expenses could increase if we are required by the United States Food and Drug Administration, or FDA, or the European Medicines Agency, or EMA, to perform studies or trials in addition to those currently expected, or if there are any delays in completing our clinical trials or the development of any of our product candidates. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues. We also intend to partner or out-license our indications or compounds that address larger patient populations, but our ability to identify, negotiate, and complete such partnerships or licenses, and the ability of our partners or licensees to then meet their obligations and achieve market success and provide a revenue stream to us, is uncertain.
We will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations.
We are currently in the process of advancing BB3 through clinical development for multiple indications, and other product candidates through preclinical development. Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is expensive. We will require substantial additional future capital in order to complete clinical development and commercialize BB3 and to conduct the research and development and clinical and regulatory activities necessary to bring our other product candidates to market. For instance, to complete the work necessary to submit a New Drug Application, or NDA, in the United States and a Marketing Authorization Application, or MAA, in the European Union for BB3 as a treatment for DGF, we estimate that our planned Phase 3 trial, and our planned clinical and preclinical studies, as well as other work needed to submit BB3 for the treatment of DGF for regulatory approval in the United States will cost approximately $8.0-9.0 million, including the internal resources needed to manage the program. At this stage, we are considering partnering with outside organizations to seek approval in Europe and other countries. If the FDA or EMA requires that we perform additional preclinical studies or clinical trials, our expenses would further increase beyond what we currently expect, and the anticipated timing of any potential NDA or MAA would likely be delayed.
We intend to use substantially all of the net proceeds from this offering to fund (i) the continued clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and completing other work necessary for related FDA and EMA filings; (ii) conducting Phase 2 trials on BB3 for AKI; (iii) continuing BB3 Phase 2 trials in MI; (iv) completion of preclinical development of ANG-3070 and IND submission to the FDA; (v) completion of preclinical development of ANG-3281 and IND submission to the FDA; and (vi) continuing discovery work on our CYP inhibitor platform, our relaxin mimetic peptides, our relaxin delivery system and other discovery programs. Any remaining amounts will be used for general corporate purposes, general and administrative expenses, capital expenditures, working capital and prosecution and maintenance of our intellectual property. As such, the expected net proceeds from this offering will not be sufficient to complete advanced clinical development of any of our product candidates other than BB3 for DGF. Accordingly, we will continue to require substantial additional capital beyond the expected proceeds of this offering to continue our clinical development and commercialization activities. Because successful development of our product candidates is uncertain, we are unable to estimate the actual funds we will require to complete research and development and commercialize our products under development.
The amount and timing of our future funding requirements will depend on many factors, including, but not limited to:
•
  • The outcome of the currently ongoing Phase 2 trials on BB3 in DGF, the extent of Phase 3 trials necessary for registration and the benefits of the FDA’s Fast Track designation for accelerated review of an NDA for BB3 for this indication;
•
  • The clinical development of BB3 for other potential indications;
•
  • The willingness of the FDA and EMA to accept our planned Phase 3 trial, as well as our other completed and planned clinical trials and preclinical studies and other work, as the basis for review and approval of BB3 for DGF;
•
  • the outcome, costs and timing of seeking and obtaining FDA, EMA and any other regulatory approvals;
11
TABLE OF CONTENTS
•
  • the number and characteristics of product candidates that we pursue, including our product candidates in preclinical development;
•
  • the ability of our product candidates to progress through clinical development successfully;
•
  • our need to expand our research and development activities;
•
  • the costs associated with securing and establishing commercialization and manufacturing capabilities;
•
  • our ability to identify potential strategic partners or licensees, and to negotiate and complete contracts;
•
  • market acceptance of our product candidates;
•
  • the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;
•
  • our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
•
  • our need and ability to hire additional management and scientific and medical personnel;
•
  • the effect of competing technological and market developments;
•
  • our need to implement additional internal systems and infrastructure, including financial and reporting systems; and
•
  • the economic and other terms, timing of and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future.
Some of these factors are outside of our control. If we successfully complete this offering, based upon our currently expected level of operating expenditures, we believe that we will be able to fund our operations at least until the first quarter of 2016. This period could be shortened if there are any significant increases in planned spending on development programs or more rapid progress of development programs than anticipated. Other revenue may be realized from any advance payment from a licensing relationship for one or more of our programs, such as the dermatological use of our CYP26 inhibitor ANG-3522 for improving the appearance of aged skin being developed by Ohr Cosmetics LLC, as a cosmetic. However, the product’s regulatory status or FDA enforcement policy for cosmetic products like this one could change, subjecting this skin product to more regulatory scrutiny, which could require additional studies or delay or end the commercialization of this product.
We do not expect our existing capital resources, including the intended net proceeds from this offering, to be sufficient to enable us to complete the advanced development of any program except that of BB3 for DGF. See also “Use of Proceeds.” Accordingly, we expect that we will need to raise additional funds in the future.
We may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. In addition, the issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our shares to decline.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us.
12
TABLE OF CONTENTS
Our operating budget to date has been met almost entirely through government grants, and we may not receive any additional funding under such mechanisms in the future.
To date, our sources of revenue have been almost exclusively United States government grants, principally from the National Institutes of Health, or NIH, and National Science Foundation, or NSF. These funds have allowed us to progress our most advanced candidates into clinical development and preclinical development. These grants also provide fringe benefits and indirect costs used to support our overhead expenses, as well as a fixed fee (i.e., profit) equal to 7% of total direct and indirect costs of the grant award, excluding subcontractor costs. We currently have 9 funded grants with remaining direct, indirect and fixed fees due to us of approximately $4.8 million as of December 31, 2013, which includes amounts due to our grant subcontractors who collaborate with us on our grants, such as university laboratories and clinical testing facilities. In addition, we have several NIH and DOD grant applications pending which, if all are awarded and funded in accordance with the proposed budget, would provide an additional $3.0 to $4.0 million to us. We compete for funding under the Small Business Innovation Research, or SBIR, program. This program sets aside a certain percent of federal funds exclusively for small businesses. In the future, we will continue to seek grant funds for our earlier stage programs to continue discovery activities and advance promising discovery compounds into preclinical development. If future grants cannot be obtained, we may not be able to use the SBIR mechanism or other non-dilutive sources of funding to support our preclinical development pipeline of discovery candidates, or start any new programs to identify targets in other disease pathways and develop new therapeutic modalities.
If we are unable to develop and commercialize one or more of our product candidates, either alone or with collaborators, or if revenues from any such collaboration product candidate that receives marketing approval are insufficient, we will not achieve profitability. Even if we achieve profitability, we may not be able to sustain or increase profitability.
Our eligibility to receive grant funding under the SBIR program may change in the future.
To be defined as a small business for SBIR purposes, a company must be more than 50 percent directly owned and controlled by one or more individuals (who are citizens or permanent resident aliens of the United States), other small business concerns (each of which, in turn, is more than 50% directly owned and controlled by individuals who are citizens or permanent resident aliens of the United States), or any combination thereof. For certain granting agencies, including NIH, a small business is not eligible if it is majority-owned by multiple venture capital operating companies, hedge funds or private equity firms. We expect to maintain, after this offering, our current ownership structure where more than 50% of our outstanding shares are privately held, thus maintaining eligibility for SBIR funding. However, whether we can maintain our ownership structure in order to qualify for SBIR grant funding after future financings or investments cannot be assured, in which case we would become ineligible for SBIR grants.
If we seek to enter into strategic alliances for our drug candidates, but fail to enter into and maintain successful strategic alliances, we may have to reduce or delay our drug candidate development or increase our expenditures.
An important element of a biotechnology company’s strategy for developing, manufacturing and commercializing its drug candidates may be to enter into strategic alliances with pharmaceutical companies or other industry participants to advance its programs and enable it to maintain its financial and operational capacity. We may face significant competition in seeking appropriate alliances. If we seek such alliances, we may not be able to negotiate alliances on acceptable terms, if at all. In addition, these alliances may be unsuccessful. If we seek such alliances and then fail to create and maintain suitable alliances, we may have to limit the size or scope of, or delay, one or more of our drug development or research programs. If we elect to fund drug development or research programs on our own, we will have to increase our expenditures and will need to obtain additional funding, which may be unavailable or available only on unfavorable terms.
To the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those collaborations and alliances.
We are currently party to a license agreement with Ohr Cosmetics LLC. Biotechnology companies at our stage of development sometimes become dependent upon collaborative arrangements or strategic
13
TABLE OF CONTENTS
alliances to complete the development and commercialization of drug candidates, particularly after the Phase 2 stage of clinical testing. If we elect to enter into additional collaborative arrangements or strategic alliances, these arrangements may place the development of our drug candidates outside our control, may require us to relinquish important rights or may otherwise be on terms unfavorable to us.
Dependence on collaborative arrangements or strategic alliances would subject us to a number of risks, including the risk that:
•
  • we may not be able to control the amount and timing of resources that our collaborators may devote to the drug candidates;
•
  • our collaborators may experience financial difficulties;
•
  • we may be required to relinquish important rights, such as marketing and distribution rights;
•
  • business combinations or significant changes in a collaborator’s business strategy may also adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement;
•
  • a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors; and
•
  • collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing our drug candidates.
We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
We are a clinical stage biopharmaceutical company in operation since 1998. Our operations to date have been limited to developing our technology and undertaking preclinical studies and clinical trials of our product candidates. We have not yet obtained regulatory approvals for marketing any of our product candidates. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history or approved products on the market. Our financial condition and operating results have varied significantly in the past and are expected to continue to significantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include:
•
  • any delays in regulatory review and approval of our product candidates in clinical development, including our ability to receive approval from the FDA and the EMA for BB3 for the treatment of DGF based on our planned Phase 3 trial;
•
  • delays in the commencement, enrollment and timing of our clinical trials;
•
  • difficulties in identifying and treating patients suffering from our target indications, and DGF in particular, which is considered to be an orphan disease;
•
  • the success of our clinical trials through all phases of clinical development, including our ongoing Phase 2 trials and planned Phase 3 trial of BB3 for the treatment of DGF;
•
  • potential side effects of our product candidates that could delay or prevent approval or cause an approved drug to be taken off the market;
•
  • our ability to obtain additional funding to develop our product candidates;
•
  • our ability to identify and develop additional product candidates;
•
  • market acceptance of our product candidates;
•
  • our ability to establish an effective sales and marketing infrastructure directly or through collaborations with third parties;
•
  • competition from existing products or new products that may emerge;
•
  • the ability of patients or healthcare providers to obtain coverage or sufficient reimbursement for our products;
14
TABLE OF CONTENTS
•
  • our ability to adhere to clinical study requirements directly or with third parties, such as contract research organizations, or CROs;
•
  • our dependency on third-party manufacturers to manufacture our products and key ingredients;
•
  • our ability to establish or maintain collaborations, licensing or other arrangements;
•
  • the costs to us, and our ability and our third-party collaborators’ ability to obtain, maintain and protect our intellectual property rights;
•
  • costs related to, and outcomes of, potential intellectual property litigation;
•
  • our ability to adequately support future growth;
•
  • our ability to attract and retain key personnel to manage our business effectively;
•
  • our ability to build our finance infrastructure and improve our accounting systems and controls;
•
  • potential product liability claims against us;
•
  • potential liabilities associated with hazardous materials; and
•
  • our ability to obtain and maintain adequate insurance coverage.
Future losses from operations may raise substantial doubt regarding our ability to continue as a going concern.
To date, we have mainly relied upon United States government grants to fund our operations and have operated at a profit because of a contractual profit margin contained in such grants, as well as revenues from tax credit programs. The planned expansion of our clinical and discovery programs will require significant additional funds beyond those projected to be obtainable by currently funded and future grants, and we will rely on the proceeds from this offering to expand these programs. If, in the future, our independent registered public accounting firm were to include an explanatory paragraph in its report on our financial statements stating there is substantial doubt about our ability to continue as a going concern, such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations.
We currently own 10% of the membership interests of NovaPark, which owns the building that houses our headquarters and research and development facility. We guarantee NovaPark’s obligations under the mortgage on that building. Our financial condition would be materially impaired if NovaPark defaults on the mortgage, the value of the property declines or the rentals received decreased.
We are required to consolidate NovaPark into our financial statements under GAAP, and we own 10% of the membership interests of NovaPark. We also guarantee NovaPark’s obligations under the mortgage on the building that NovaPark owns. As a result, we are subject to the following risks:
•
  • We have one other tenant, whose lease expires 2026. If either we or that tenant ceases to pay rent, we will have insufficient funding to maintain the mortgage;
•
  • Approximately 10% of the building is currently vacant, and there is no assurance that we can find a suitable tenant for that space;
•
  • The mortgage contains financial and operational covenants, with which NovaPark was in compliance through December 31, 2013. However, a covenant violation by NovaPark in the future would, among other things, allow the bank to demand immediate payment of the balance due on the mortgage, and we do not have sufficient funding to repay the mortgage in full;
•
  • A decline in the market value of the building may cause the bank to require additional collateral to secure the mortgage, which requirement NovaPark may not be able to satisfy; and
•
  • NovaPark participates in the Pilot Program, an economic development project authorized through the Town of Hempstead, New York, that provides NovaPark certain real estate tax abatements for
15
TABLE OF CONTENTS
a period of ten years starting in late 2012. One of the Pilot Program requirements is that NovaPark spend an additional $360,000 in improvements to the building. While we have complied with the Pilot Program requirements through December 31, 2013, there is no assurance that we would be able to maintain compliance in the future. If we do not maintain compliance with the Program, our real estate taxes would increase.
Risks Relating to Regulatory Review and Approval of Our Product Candidates
We cannot be certain that BB3 or any of our other product candidates will receive regulatory approval and, without regulatory approval, we will not be able to market our product candidates.
We will be developing BB3 for the treatment of patients with DGF, AKI, and MI. We are developing ANG-3070 for the treatment of chronic kidney disease, and dermatological uses of our CYP26 inhibitor ANG-3522 under development by our licensee, Ohr Cosmetics LLC. We also have several discovery programs advancing other compounds into preclinical development. Our business currently depends on the successful development and commercialization of BB3 for several indications, and advancing other compounds through our pipeline. Our ability to generate revenue related to product sales, if ever, will depend on the successful development and regulatory approval of BB3 for the treatment of DGF and other indications, ANG-3070 for chronic kidney disease and our other discovery program candidates.
We currently have no products approved for sale, and we cannot guarantee that we will ever have marketable products. The development of a product candidate and issues relating to its approval and marketing are subject to extensive regulation by the FDA in the United States, the EMA in the European Union and other regulatory authorities in other countries, with regulations differing from country to country. We are not permitted to market our drug product candidates in the United States or Europe until we receive approval of an NDA from the FDA or an MAA from the EMA. We have not submitted any marketing applications for any of our product candidates.
The topical formulation of CYP26 inhibitor ANG-3522 for treatment of adverse skin conditions is under development by our licensee, Ohr Cosmetics LLC. We believe that that product will be regulated as a cosmetic and will not require approval from the FDA or EMA, provided the product’s labeling and advertising does not make any claims that the FDA deems drug-like. The regulatory status or FDA enforcement policy for cosmetic products like this one could change, however, subjecting the cosmetic product to more regulatory scrutiny, which could require additional studies or delay or end the commercialization of this product.
NDAs and MAAs must include extensive preclinical and clinical data and supporting information to establish the product candidate’s safety and effectiveness for each desired indication. NDAs and MAAs must also include significant information regarding the chemistry, manufacturing and controls for the product. Obtaining approval of an NDA or an MAA is a lengthy, expensive and uncertain process, and we may not be successful in obtaining approval. The FDA and the EMA review processes can take years to complete, and approval is never guaranteed. If we submit an NDA to the FDA, the FDA must decide whether to accept or reject the submission for filing. We cannot be certain that any submission will be accepted for filing and review by the FDA. Regulators in other jurisdictions, such as the EMA, have their own procedures for approval of product candidates. Even if a product is approved, the FDA or the EMA, as the case may be, may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming additional clinical trials or reporting as conditions of approval. Regulatory authorities in countries outside of the United States and European Union also have requirements for approval of drug candidates with which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a product candidate in one country does not ensure that we will be able to obtain regulatory approval in any other country. In addition, delays in approvals or rejections of marketing applications in the United States, Europe or other countries may be based upon many factors, including regulatory requests for additional analyses, reports, data, preclinical studies and clinical trials, regulatory questions regarding different interpretations of data and results, changes in regulatory policy during the period of product development and the emergence of new information regarding our product candidates or other products. Also, regulatory approval for any of our product candidates if granted may be withdrawn.
16
TABLE OF CONTENTS
We are conducting two Phase 2 clinical trials on BB3 in DGF. We are awaiting the completion and unblinding of these trials in order to evaluate the extent of efficacy and to design the protocol for our planned pivotal Phase 3 trials to be discussed with the FDA at an end-of-Phase 2 meeting. Before we submit an NDA to the FDA or an MAA to the EMA for BB3 for the treatment of patients with DGF, we must successfully complete this planned Phase 3 trial. We cannot predict whether our future trials and studies will be successful, or whether regulators will agree with our conclusions regarding the preclinical studies and clinical trials we have conducted to date. For our preclinical development programs, we will need to conduct Phase 1, Phase 2 and Phase 3 clinical trials.
We initiated a Phase 2 trial of intravenously, or IV, administered BB3 in patients undergoing an MI, but the trial was paused because the primary clinical site did not reach the recruitment target set by the NIH. We intend to restart this clinical trial in the future at additional sites in order to reach the recruitment target and to proceed with this indication.
We conducted Phase 1 trials using IV-administered BB3 in dialysis patients and in liver fibrosis patients, which provided additional pharmacokinetics, or PK, and safety data for our clinical trials and proceeding into AKI patients in the near future. We plan to study BB3 in AKI patients with a portion of the proceeds from this offering.
If we are unable to obtain approval from the FDA, the EMA or other regulatory agencies for BB3 and our other product candidates or, if, subsequent to approval, we are unable to successfully commercialize BB3 or our other product candidates, we will not be able to generate sufficient revenue to become profitable or to continue our operations.
We planned our DGF clinical trials based on discussions with the FDA. We have an FDA orphan drug designation for BB3 (under the name Refanalin) for the DGF indication, and Fast Track status. The clinically relevant endpoints are related to renal function, the need for or the number of dialysis sessions the patient requires, as well as length of hospitalization and graft survival. We may, however, never reach an agreement with the FDA on the statistical significance of the efficacy endpoints’ data, if any, for the accelerated approval of BB3 for the treatment of DGF. The FDA, EMA and other regulators may require us to complete additional Phase 3 trials prior to the submission of an application for BB3 for the treatment of DGF.
Delays in the commencement, enrollment and completion of clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for BB3 and our other product candidates.
Delays in the commencement, enrollment and completion of clinical trials could increase our product development costs or limit the regulatory approval of our product candidates. We are currently enrolling patients for our two Phase 2 trials on BB3 in DGF. We currently expect results from these trials to be available by the fourth quarter of 2014. Although we anticipate that the net proceeds from this offering will be sufficient to fund our projected operating requirements through the completion of Phase 2 and subsequent Phase 3 trials, we may not be able to complete these trials on time or we may be required to conduct additional clinical trials or preclinical studies not currently planned to receive approval for BB3 as a treatment for DGF, in which case we would require additional funding beyond the net proceeds of this offering. We are also planning to continue our Phase 2 study on BB3 in patients with MI, and initiate a Phase 2 trial on BB3 in patients with AKI. In addition, we do not know whether any future trials or studies of our other product candidates will begin on time or will be completed on schedule, if at all. The commencement, enrollment and completion of clinical trials can be delayed or suspended for a variety of reasons, including:
•
  • inability to obtain sufficient funds required for a clinical trial;
•
  • inability to reach agreements on acceptable terms with prospective CROs and trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
•
  • clinical holds, other regulatory objections to commencing or continuing a clinical trial or the inability to obtain regulatory approval to commence a clinical trial in countries that require such approvals;
17
TABLE OF CONTENTS
•
  • discussions with the FDA or non-United States regulators regarding the scope or design of our clinical trials;
•
  • inability to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinical trial programs, including some that may be for the same indications targeted by our product candidates;
•
  • inability to obtain approval from institutional review boards, or IRBs, to conduct a clinical trial at their respective sites;
•
  • severe or unexpected drug-related adverse effects experienced by patients;
•
  • inability to timely manufacture sufficient quantities of the product candidate required for a clinical trial;
•
  • difficulty recruiting and enrolling patients to participate in clinical trials for a variety of reasons, including meeting the enrollment criteria for our trial and competition from other clinical trial programs for the same indications as our product candidates; and
•
  • inability to retain enrolled patients after a clinical trial is underway.
Changes in regulatory requirements and related guidance may also occur and we or any of our collaborators may need to amend clinical trial protocols to reflect these changes. Amendments may require us or any of our collaborators to resubmit clinical trial protocols to IRBs for re-examination, which may impact the costs, timing or successful completion of a clinical trial. In addition, a clinical trial may be suspended or terminated at any time by us, our current or future collaborators, the FDA or other regulatory authorities due to a number of factors, including:
•
  • our failure or the failure of our collaborators to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;
•
  • unforeseen safety issues or any determination that a clinical trial presents unacceptable health risks; and
•
  • lack of adequate funding to continue the clinical trial.
In addition, if we or any of our collaborators are required to conduct additional clinical trials or other preclinical studies of our product candidates beyond those contemplated, our ability to obtain regulatory approval of these product candidates and generate revenue from their sales would be similarly harmed.
Clinical failure can occur at any stage of clinical development, and we have never conducted a Phase 3 trial or submitted an NDA or MAA before. The results of earlier clinical trials are not necessarily predictive of future results, and any product candidate we advance through clinical trials may not have favorable results in later clinical trials or receive regulatory approval.
Clinical failure can occur at any stage of our clinical development. Clinical trials may produce negative or inconclusive results, and we or our collaborators may decide, or regulators may require us, to conduct additional clinical trials or preclinical studies. In addition, data obtained from trials and studies are susceptible to various interpretations, and regulators may not interpret our data as favorably as we do, which may delay, limit or prevent regulatory approval. Success in preclinical studies and early clinical trials does not ensure that subsequent clinical trials will generate the same or similar results or otherwise provide adequate data to demonstrate the efficacy and safety of a product candidate. A number of companies in the pharmaceutical industry, 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.
Our Phase 2 clinical trials of BB3 in renal transplant patients are ongoing. We cannot assure you that these trials will achieve positive results that will allow us to advance to a Phase 3 trial. Also, if our Phase 2 trials show positive results, we cannot predict that a Phase 3 trial will also show positive results.
18
TABLE OF CONTENTS
In addition, the design of a clinical trial can determine whether its results will support approval of a product and flaws in the design of a clinical trial may not become apparent until the clinical trial is well-advanced. We have limited experience in designing clinical trials and may be unable to design and execute a clinical trial to support regulatory approval. Further, clinical trials of potential products often reveal that it is not practical or feasible to continue development efforts.
If BB3 or our other product candidates are found to be unsafe or lack efficacy, we will not be able to obtain regulatory approval for them and our business would be harmed. For example, if the results of Phase 3 trials of BB3 do not achieve the primary efficacy endpoints or demonstrate expected safety, the prospects for approval of BB3 would be materially and adversely affected.
In some instances, there can be significant variability in safety and/or efficacy results between different trials of the same product candidate due to numerous factors, including changes in trial protocols, differences in composition of the patient populations, adherence to the dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. We do not know whether any Phase 2, Phase 3 or other clinical trials we or any of our collaborators may conduct will demonstrate consistent or adequate efficacy and safety to obtain regulatory approval to market our product candidates. If we are unable to bring any of our current or future product candidates to market, or to acquire any marketed, previously approved products, our ability to create long-term stockholder value will be limited.
Even if we successfully complete the clinical trials of one or more of our product candidates, the product candidates may fail for other reasons.
Even if we successfully complete the clinical trials for one or more of our product candidates, the product candidates may fail for other reasons, including the possibility that the product candidates will:
•
  • fail to receive the regulatory approvals required to market them as drugs;
•
  • be subject to proprietary rights held by others requiring the negotiation of a license agreement prior to marketing;
•
  • be difficult or expensive to manufacture on a commercial scale;
•
  • have adverse side effects that make their use less desirable; or
•
  • fail to compete with product candidates or other treatments commercialized by our competitors.
If we are unable to receive the required regulatory approvals, secure our intellectual property rights, minimize the incidence of any adverse side effects or fail to compete with our competitors’ products, our business, financial condition, and results of operations could be materially and adversely affected.
If we cannot commercialize our compounds to meet government needs, the government may compel the licensing to, and/or manufacture of our products by, a third party.
Our research has been funded principally by United States government grants. Conducting research under federal grants required us to grant the United States government a nonexclusive, nontransferable, irrevocable, paid-up license for the government to practice or have the invention practiced on its behalf throughout the world. Under certain circumstances, the government can require the grantee to license a third party, or the government may take title and grant a license itself (“march-in rights”), which might occur if the invention was not brought to practical use within a reasonable time, if health or safety issues arise, if public use of the invention was in jeopardy or if other legal requirements were not satisfied. Although, to our knowledge, the United States government has never had occasion to force a grantee to license or has it taken title and granted a license itself, these march-in rights are available to the government, and we cannot assure you that the government may not exercise such rights in the future.
Our product candidates may have undesirable side effects which may delay or prevent marketing approval, or, if approval is received, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales.
BB3 was designed to mimic the biological activities of hepatocyte growth factor, or HGF, which is responsible for activating repair pathways under adverse conditions to prevent cell death and cellular dysfunction. There are no approved compounds on the market that mimic the activities of HGF. Our
19
TABLE OF CONTENTS
clinical trials in DGF, and anticipated dosing regimen (upon approval), is three or four daily intravenous doses following kidney transplant. Our planned restart of the Phase 2 trial in MI patients includes four daily doses. Our anticipated dosing regimen for the planned clinical trials in AKI is also short term. Although our BB3 dosing regimen is based on short-term exposure, the long-term effects from exposure to this drug class are unknown. Unforeseen side effects from any of our product candidates could arise either during clinical development or, if approved, after the approved product has been marketed. The most common side effect observed to date in clinical trials of BB3 was a transient metallic taste at a high dose which is not used in our Phase 2 trials. No drug-related serious adverse effects were observed. However, additional or unforeseen side effects from these or any of our other product candidates could arise either during clinical development or, if approved, while the approved product is being marketed.
The range and potential severity of possible side effects from systemic therapies is significant. The results of future clinical trials may show that our product candidates cause undesirable or unacceptable side effects, which could interrupt, delay or halt clinical trials, and result in delay of, or failure to obtain, marketing approval from the FDA and other regulatory authorities, or result in marketing approval from the FDA and other regulatory authorities with restrictive label warnings.
If any of our product candidates receives marketing approval and we or others later identify undesirable or unacceptable side effects caused by such products:
•
  • regulatory authorities may require the addition of labeling statements or specific warnings, including “Black Box” warnings if the FDA views the possible side effects as very severe;
•
  • we may be required to change instructions regarding the way the product is administered, conduct additional clinical trials or change the labeling of the product;
•
  • we may be subject to limitations on how we may promote the product;
•
  • sales of the product may decrease significantly;
•
  • regulatory authorities may require us to take our approved product off the market;
•
  • we may be subject to litigation or product liability claims; and
•
  • our reputation may suffer.
Any of these events could prevent us or any potential future collaborators from achieving or maintaining market acceptance of the affected product or could substantially increase commercialization costs and expenses, which, in turn, could delay or prevent us from generating significant revenues from the sale of our products.
Reimbursement decisions by third-party payors may have an adverse effect on pricing and market acceptance. If there is not sufficient reimbursement for our products, it is less likely that they will be widely used.
Market acceptance and sales of BB3 or any other product candidates that we develop, if approved, 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 cover and establish payment levels. We cannot be certain that reimbursement will be available for BB3 or any other product candidates that we develop. Also, we cannot be certain that reimbursement policies will not reduce the demand for, or the price paid for, our products. If reimbursement is not available or is available on a limited basis, we may not be able to successfully commercialize BB3 or any other product candidates that we develop.
Our business may be affected by the efforts of government and third-party payors to contain or reduce the cost of healthcare through various means. For example, the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act of 2010, referred to jointly as the ACA, enacted in March 2010, substantially changed the way healthcare is financed by both governmental and private insurers, and significantly impacted the pharmaceutical industry. With regard to pharmaceutical products, among other things, ACA is expected to expand and increase industry rebates for drugs covered under Medicaid programs and make changes to the coverage requirements under the Medicare D program. Although most of the ACA has withstood court challenges, there are ongoing Congressional efforts to
20
TABLE OF CONTENTS
repeal the ACA. This adds to the uncertainty of the legislative changes enacted as part of the ACA, and we cannot predict the impact that the ACA or any other legislative or regulatory proposals will have on our business. Regardless of whether or not the ACA is overturned or repealed, we expect both government and private health plans to continue to require healthcare providers, including healthcare providers that may one day purchase our products, to contain costs and demonstrate the value of the therapies they provide.
The United States and several other jurisdictions are considering, or have already 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 to healthcare. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. We expect to experience pricing pressures in connection with the sale of products that we develop, due to the trend toward cost containment and additional legislative proposals.
Our product candidates may not gain acceptance among physicians, patients, or the medical community, thereby limiting our potential to generate revenues, which will undermine our future growth prospects.
Even if our product candidates are approved for commercial sale by the FDA or other regulatory authorities, the degree of market acceptance of any approved product candidate by physicians, health care professionals and third-party payors, and our profitability and growth will depend on a number of factors, including:
•
  • the ability to provide acceptable evidence of safety and efficacy;
•
  • pricing and cost effectiveness, which may be subject to regulatory control;
•
  • our ability to obtain sufficient third-party insurance coverage or reimbursement;
•
  • effectiveness of our or our collaborators’ sales and marketing strategy;
•
  • relative convenience and ease of administration;
•
  • the prevalence and severity of any adverse side effects; and
•
  • availability of alternative treatments.
If any product candidate that we develop does not provide a treatment regimen that is at least as beneficial as the current standard of care or otherwise does not provide some additional patient benefit over the current standard of care, that product will not achieve market acceptance and we will not generate sufficient revenues to achieve profitability.
If we do not obtain protection under the Hatch-Waxman Act and similar legislation outside of the United States by extending the patent terms and obtaining data exclusivity for our product candidates, our business may be materially harmed.
Depending upon the timing, duration and specifics of FDA marketing approval of BB3 and our other product candidates, if any, one or more of our United States patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits 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, we may not be granted an extension because, for example, of failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request. If we are unable to obtain patent term extension or restoration or the term of any such extension is less than what we request, the period during which we will have the right to exclusively market our product will be shortened and our competitors may obtain approval of competing products following our patent expiration, and our revenue could be reduced, possibly materially. In the event that we are unable to obtain any patent term extensions, the issued pharmaceutical composition patent for BB3 is expected to expire during 2024, assuming it withstands any challenge. We expect that the other patents and patent applications in our BB3 portfolio, if issued, and if the appropriate maintenance, renewal, annuity or other governmental fees are paid, would expire from 2023 to 2029.
21
TABLE OF CONTENTS
If we market products in a manner that violates healthcare fraud and abuse laws, or if we violate government price reporting laws, we may be subject to civil or criminal penalties.
In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal healthcare laws, commonly referred to as “fraud and abuse” laws, have been applied in recent years to restrict certain marketing practices in the pharmaceutical industry. Other jurisdictions, such as Europe, have similar laws. These laws include false claims and anti-kickback statutes. If we market our products and our products are paid for by governmental programs, it is possible that some of our business activities could be subject to challenge under one or more of these laws.
Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. The federal healthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service covered by Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers, on the one hand, and prescribers, purchasers or formulary managers, on the other. Although there are several statutory exemptions and regulatory safe harbors protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exemption or safe harbor. Most states also have statutes or regulations similar to the federal anti-kickback law and federal false claims laws, which apply to items and services covered by Medicaid and other state programs, or, in several states, apply regardless of the payor. Administrative, civil and criminal sanctions may be imposed under these federal and state laws.
Over the past few years, a number of pharmaceutical and other healthcare companies have been prosecuted under these laws for a variety of promotional and marketing activities, such as: providing free trips, free goods, sham consulting fees and grants and other monetary benefits to prescribers; reporting inflated average wholesale prices that were then used by federal programs to set reimbursement rates; engaging in off-label promotion; and submitting inflated best price information to the Medicaid Rebate Program to reduce liability for Medicaid rebates.
If the FDA and EMA and other regulatory agencies do not approve the manufacturing facilities of our future contract manufacturers for commercial production, we may not be able to commercialize any of our product candidates.
We do not intend to manufacture the pharmaceutical products that we plan to sell. We currently have agreements with third-party contract manufacturers for the production of the active pharmaceutical ingredients and the formulation of sufficient quantities of drug product for our Phase 2 trials of BB3 for the treatment of DGF. However, we do not have agreements for commercial supplies of BB3 or any of our other product candidates, and we may not be able to reach agreements with these or other contract manufacturers for sufficient supplies to commercialize BB3 if and when it is approved. Additionally, the facilities at which BB3 or any of our other product candidates are manufactured must be the subject of a satisfactory inspection before the FDA or the regulators in other jurisdictions approve the product candidate manufactured at that facility. We are completely dependent on the current Good Manufacturing Practice requirements, or cGMPs, of these third-party manufacturers for compliance with the requirements of United States and non-United States regulators for the manufacture of our finished products. If our manufacturers cannot successfully manufacture material that conform to our specifications and cGMPs of any applicable governmental agency, our product candidates will not be approved or, if already approved, may be subject to recalls. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured the product candidates, including:
•
  • the possibility that we are unable to enter into a manufacturing agreement with a third party to manufacture our product candidates;
•
  • the possible breach of the manufacturing agreements by the third parties because of factors beyond our control; and
22
TABLE OF CONTENTS
•
  • the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third-party manufacturer.
Any of these factors could delay the approval or commercialization of our product candidates, cause us to incur higher costs or prevent us from commercializing our product candidates successfully. Furthermore, if any of our product candidates are approved and contract manufacturers fail to deliver the required commercial quantities of finished product on a timely basis and at commercially reasonable prices and we are unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, we would likely be unable to meet demand for our products and could lose potential revenue. It may take several years to establish an alternative source of supply for our product candidates and to have any such new source approved by the government agencies that regulate our products.
Even if our product candidates receive regulatory approval, we may still face future development and regulatory difficulties.
Our product candidates, if approved, will also be subject to ongoing regulatory requirements for labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information. In addition, approved products, manufacturers and manufacturers’ facilities are required to comply with extensive FDA and EMA requirements and requirements of other similar agencies, including ensuring that quality control and manufacturing procedures conform to cGMPs. As such, we and our contract manufacturers are subject to continual review and periodic inspections to assess compliance with cGMPs. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adverse reactions and production problems, if any, to the FDA and EMA and other similar agencies and to comply with certain requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. Accordingly, we may not promote our approved products, if any, for indications or uses for which they are not approved.
If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of a product, it may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our product candidates fail to comply with applicable regulatory requirements, the FDA and other regulatory agencies may:
•
  • issue warning letters;
•
  • mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;
•
  • require us or our collaborators to enter into a consent decree or permanent injunction, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;
•
  • impose other administrative or judicial civil or criminal penalties;
•
  • withdraw regulatory approval;
•
  • refuse to approve pending applications or supplements to approved applications filed by us or our potential future collaborators;
•
  • impose restrictions on operations, including costly new manufacturing requirements; or
•
  • seize or detain products.
Risks Relating to the Commercialization of Our Products
Even if approved, our product candidates may not achieve broad market acceptance among physicians, patients and healthcare payors and, as a result, our revenues generated from their sales may be limited.
The commercial success of BB3 or our other product candidates, if approved, will depend upon their acceptance among the medical community, including physicians, health care payors and patients. There are
23
TABLE OF CONTENTS
no approved therapies for the treatment of DGF. There are no approved therapies for the treatment of AKI other than renal replacement therapy, or dialysis. There are no approved therapies for MI to reduce infarct size or prevent ventricular remodeling in conjunction with percutaneous coronary intervention, or angioplasty. In order for BB3 to be commercially successful, we will need to demonstrate that it is safe and effective for the treatment of patients with DGF, AKI and/or MI. The degree of market acceptance of our product candidates will depend on a number of factors, including:
•
  • limitations in the approved clinical indications for our product candidates;
•
  • demonstrated clinical safety and efficacy compared to other products;
•
  • lack of significant adverse side effects;
•
  • sales, marketing and distribution support;
•
  • availability of reimbursement from managed care plans and other third-party payors;
•
  • timing of market introduction and perceived effectiveness of competitive products;
•
  • the degree of cost-effectiveness;
•
  • availability of alternative therapies at similar or lower cost, including generics and over-the-counter products;
•
  • the extent to which our product candidates are approved for inclusion on formularies of hospitals and managed care organizations;
•
  • whether our product candidates are designated under physician treatment guidelines for the treatment of the indications for which we have received regulatory approval;
•
  • adverse publicity about our product candidates or favorable publicity about competitive products;
•
  • convenience and ease of administration of our product candidates; and
•
  • potential product liability claims.
If our product candidates are approved, but do not achieve an adequate level of acceptance by physicians, patients, the medical community and healthcare payors, sufficient revenue may not be generated from these products and we may not become or remain profitable. In addition, efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may never be successful.
We have no sales, marketing or distribution experience and we will have to invest significant resources to develop those capabilities or enter into acceptable third-party sales and marketing arrangements.
We have no sales, marketing or distribution experience. To develop internal sales, distribution and marketing capabilities, we will have to invest significant amounts of financial and management resources, some of which will be committed prior to any confirmation that BB3 or any of our other product candidates will be approved. For product candidates where we decide to perform sales, marketing and distribution functions ourselves or through third parties, we could face a number of additional risks, including:
•
  • we or our third-party sales collaborators may not be able to attract and build an effective marketing or sales force;
•
  • the cost of securing or establishing a marketing or sales force may exceed the revenues generated by any products; and
•
  • our direct sales and marketing efforts may not be successful.
We have entered into a licensing agreement with Ohr Cosmetics LLC for the development and commercialization of our CYP inhibitor ANG-3522 for dermatological uses, including use as a topical, cosmetic product. Other compounds may be licensed or partnered with other third parties in the future. We may have limited or no control over the sales, marketing and distribution activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties.
24
TABLE OF CONTENTS
We have focused the majority of our efforts on the development of BB3 for DGF, which is an orphan indication. If we fail to develop BB3 for additional indications, our commercial opportunity will be limited.
To date, we have focused the majority of our development efforts on the development of BB3 for the prevention or treatment of DGF, a rare disease. One of our strategies is to pursue clinical development of BB3 for more common indications, including MI and AKI, to the extent that we have sufficient funding.
DGF is a rare disease and, as a result, the potential market size for treatments of DGF is limited. Therefore, our ability to grow revenues will be dependent on our ability to successfully develop and commercialize BB3 for the treatment of additional indications. We intend to continue our Phase 2 trial in MI patients using a portion of the proceeds from this offering. We will also start Phase 2 clinical trials in AKI patients using a portion of the proceeds from this offering. The completion of development, securing of approval and commercialization of BB3 for these additional indications will require substantial additional funding beyond the net proceeds of this offering and are prone to the risks of failure inherent in drug development. We cannot provide you any assurance that we will be able to successfully advance any of these indications through the development process. Even if we receive FDA approval to market BB3 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 BB3 for these additional indications, our commercial opportunity will be limited and our business prospects will suffer.
If serious adverse events or other undesirable side effects are identified during the development of BB3 for one indication, we may need to abandon our development of BB3 for other indications.
Product candidates in clinical stages of development have a high risk of failure. We cannot predict when or if BB3 will prove effective or safe in humans or will receive regulatory approval. Side effects could be identified as we expand our clinical trials for BB3 in DGF and to other indications. If new side effects are found during the development of BB3 for any indication, we may need to abandon our development of BB3 for DGF and other potential indications. We cannot assure you that additional or severe adverse side effects with respect to BB3 will not develop in future clinical trials, which could delay or preclude regulatory approval of BB3 or limit its commercial use.
Any claims relating to improper handling, storage, or disposal of hazardous materials used in our business could be costly and delay our research and development efforts.
Our research and development activities involve the controlled use of potentially harmful hazardous materials, including volatile solvents and chemicals that cause cancer. Our operations also produce hazardous waste products. We face the risk of contamination or injury from the use, storage, handling or disposal of these materials. We are subject to federal, state and local laws and regulations governing the use, storage, handling, and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations could be significant, and current or future environmental regulations may impair our research, development, or production efforts. If one of our employees were accidentally injured from the use, storage, handling, or disposal of these materials, the medical costs related to his or her treatment would be covered by our workers’ compensation insurance policy. However, we do not carry specific hazardous waste insurance coverage and our general liability insurance policy specifically excludes coverage for damages and fines arising from hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, we could be subject to criminal sanctions or fines or be held liable for damages, our operating licenses could be revoked, or we could be required to suspend or modify our operations and our research and development efforts.
Risks Relating to Our Business and Strategy
We face 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 in the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty
25
TABLE OF CONTENTS
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. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing pharmaceutical products. These companies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the 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 drugs for kidney, heart, liver and other diseases that we are targeting before we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Some of the pharmaceutical and biotechnology companies we may compete with include Opsona Therapeutics, Sanofi, Novartis, Anges-MG, InterMune and Reata Pharmaceuticals. In addition, many universities and private and public research institutes may become active in our target disease areas. 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 BB3 or any other product candidates that we are currently developing or that we may develop, which could render our products obsolete and noncompetitive.
We believe that our ability to successfully compete will depend on, among other things:
•
  • the results of our and our strategic collaborators’ clinical trials and preclinical studies;
•
  • our ability to recruit and enroll patients for our clinical trials;
•
  • the efficacy, safety and reliability of our product candidates;
•
  • the speed at which we develop our product candidates;
•
  • our ability to design and successfully execute appropriate clinical trials;
•
  • our ability to maintain a good relationship with regulatory authorities;
•
  • our ability to commercialize and market any of our product candidates that receive regulatory approval;
•
  • the price of our products;
•
  • adequate levels of reimbursement under private and governmental health insurance plans, including Medicare;
•
  • our ability to protect intellectual property rights related to our products;
•
  • our ability to manufacture and sell commercial quantities of any approved products to the market; and
•
  • acceptance of our product candidates by physicians and other health care providers.
If our competitors market products that are more effective, safer or less expensive than our future products, if any, or that reach the market sooner than our future products, if any, we may not achieve commercial success. In addition, the biopharmaceutical industry is characterized by rapid technological change. Because our research approach integrates many technologies, it may be difficult for us to stay abreast of the rapid changes in each technology. If we fail to stay at the forefront of technological change, we may be unable to compete effectively. Technological advances or products developed by our competitors may render our technologies or product candidates obsolete, less competitive or not economical.
We depend on third-party contractors for a substantial portion of our operations and may not be able to control their work as effectively as if we performed these functions ourselves.
We outsource substantial portions of our operations to third-party service providers, including the conduct of preclinical studies and clinical trials, collection and analysis of data and manufacturing. Our agreements with third-party service providers and CROs are on a study-by-study and project-by-project
26
TABLE OF CONTENTS
basis. Typically, we may terminate the agreements with notice and are responsible for the supplier’s previously incurred costs. In addition, any CRO that we retain will be subject to the FDA’s and EMA’s regulatory requirements and similar standards outside of the United States and Europe, and we do not have control over compliance with these regulations by these providers. Consequently, if these providers do not adhere to applicable governing practices and standards, the development and commercialization of our product candidates could be delayed or stopped, which could severely harm our business and financial condition.
Because we have relied on third parties, our internal capacity to perform these functions is limited to management oversight. Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at all. We and our consultants monitor our third parties for performance and adherence to protocols. We have had to replace clinical sites because of poor enrollment. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. There are a limited number of third-party service providers that specialize in or have the expertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party service providers can be difficult, time consuming and cause delays in our development programs. We currently have a small number of employees, which limits the internal resources we have available to identify and monitor third-party service providers. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers in the future, our business may be adversely affected, and we may be subject to the imposition of civil or criminal penalties if their conduct of clinical trials violates applicable law.
We will need to expand our operations and increase the size of our company, and we may experience difficulties in managing growth.
As we increase the number of ongoing product development programs and advance our product candidates through preclinical studies and clinical trials, we will need to increase our product development, scientific and administrative headcount to manage these programs. In addition, to meet our obligations as a public company, we will need to increase our general and administrative capabilities. Our management, personnel and systems currently in place may not be adequate to support this future growth. Our need to effectively manage our operations, growth and various projects requires that we:
•
  • successfully attract and recruit new employees or consultants with the expertise and experience we will require;
•
  • manage our clinical programs effectively, which we anticipate being conducted at numerous clinical sites;
•
  • develop a marketing and sales infrastructure; and
•
  • continue to improve our operational, financial and management controls, reporting systems and procedures.
If we are unable to successfully manage this growth and increased complexity of operations, our business may be adversely affected.
We may not be able to manage our business effectively if we are unable to attract and retain key personnel and consultants.
We may not be able to attract or retain qualified management, finance, scientific and clinical personnel and consultants due to the intense competition for qualified personnel and consultants among biotechnology, pharmaceutical and other businesses. If we are not able to attract and retain necessary personnel and consultants to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our development objectives, our ability to raise additional capital and our ability to implement our business strategy.
Our industry has experienced a high rate of turnover of management personnel in recent years. We are highly dependent on the development, regulatory, commercialization and business development expertise of Itzhak D. Goldberg, M.D., F.A.C.R., our founder, president and chief executive officer, our three vice
27
TABLE OF CONTENTS
presidents, our senior principal investigators, our clinical study principal investigators and our regulatory consultants, among others. If we lose one or more of our executive officers or key employees or consultants, our ability to implement our business strategy successfully could be seriously harmed. Any of our executive officers or key employees or consultants may terminate their employment and/or engagement with us at any time. Replacing executive officers, key employees and consultants may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize products successfully. Competition to hire and retain employees and consultants from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel and consultants. Our failure to retain key personnel or consultants could materially harm our business.
We have scientific and clinical advisors and consultants who assist us in formulating our research, development and clinical strategies. These advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us and typically they will not enter into non-compete agreements with us. If a conflict of interest arises between their work for us and their work for another entity, we may lose their services. In addition, our advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours.
Failure to build our finance infrastructure and improve our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.
As a public company, we will operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002, and the related rules and regulations of the SEC and NASDAQ, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.
We are in the process of implementing a system of internal controls over financial reporting and preparing the documentation necessary to perform the evaluation needed to comply with Section 404(a) of the Sarbanes-Oxley Act. However, we anticipate that we will need to retain additional finance capabilities and build our financial infrastructure as we transition to operating as a public company, including complying with the requirements of Section 404 of the Sarbanes-Oxley Act. As we begin operating as a public company following this offering, we will continue improving our financial infrastructure with the retention of additional financial and accounting capabilities, the enhancement of internal controls and additional training for our financial and accounting staff.
Section 404(a) of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the SEC. However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
Until we are able to expand our finance and administrative capabilities and establish necessary financial reporting infrastructure, we may not be able to prepare and disclose, in a timely manner, our financial statements and other required disclosures or comply with the Sarbanes-Oxley Act or existing or new reporting requirements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, we may not be current in our required periodic SEC and NASDAQ reporting subject to possible proceedings or delisting, and investors could lose confidence in our reported financial information.
28
TABLE OF CONTENTS
Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements and insider trading, which could significantly harm our business.
We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with the regulations of the FDA and non-United States regulators, provide accurate information to the FDA and non-United States regulators, comply with health care fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. We intend to adopt a code of conduct, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for a product candidate and may have to limit its commercialization.
The use of our product candidates in clinical trials and the sale of any products for which we may obtain marketing approval expose us to the risk of product liability claims. Product liability claims may be brought against us or our collaborators by participants enrolled in our clinical trials, patients, health care providers or others using, administering or selling our products. If we cannot successfully defend ourselves against any such claims, we would incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in:
•
  • withdrawal of clinical trial participants;
•
  • termination of clinical trial sites or entire trial programs;
•
  • costs of related litigation;
•
  • substantial monetary awards to patients or other claimants;
•
  • decreased demand for our product candidates and loss of revenues;
•
  • impairment of our business reputation;
•
  • diversion of management and scientific resources from our business operations; and
•
  • the inability to commercialize our product candidates.
We have obtained limited product liability insurance coverage for our clinical trials in the United States and in selected other jurisdictions where we are conducting clinical trials. Our product liability insurance coverage for clinical trials in the United States is currently limited to an aggregate of $5.0 million and outside of the United States we have coverage for lesser amounts that vary by country. As such, our insurance coverage may not reimburse us or may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to product liability. We intend to expand our insurance coverage for products to include the sale of commercial products if we obtain marketing approval for our product candidates in development, but we may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. A successful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash resources and adversely affect our business.
29
TABLE OF CONTENTS
Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.
We do not carry insurance for all categories of risk that our business may encounter. Some of the policies we currently maintain include property, general liability, employment benefits liability, business automobile, workers’ compensation, products liability and clinical trials (U.S and foreign), and directors’ and officers’, employment practices and fiduciary liability insurance. We do not know, however, if we will be able to maintain insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.
If we engage in an acquisition, reorganization or business combination, we will incur a variety of risks that could adversely affect our business operations or our stockholders.
From time to time we have considered, and we will continue to consider in the future, strategic business initiatives intended to further the expansion and development of our business. These initiatives may include acquiring businesses, technologies or products or entering into a business combination with another company. If we pursue such a strategy, we could, among other things:
•
  • issue equity securities that would dilute our current stockholders’ percentage ownership;
•
  • incur substantial debt that may place strains on our operations;
•
  • spend substantial operational, financial and management resources to integrate new businesses, technologies and products;
•
  • assume substantial actual or contingent liabilities;
•
  • reprioritize our development programs and even cease development and commercialization of our product candidates; or
•
  • merge with, or otherwise enter into a business combination with, another company in which our stockholders would receive cash and/or shares of the other company on terms that certain of our stockholders may not deem desirable.
Although we intend to evaluate and consider acquisitions, reorganizations and business combinations in the future, we have no agreements or understandings with respect to any acquisition, reorganization or business combination at this time.
Our independent registered public accounting firm’s audit report, contained herein, includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, indicating the possibility that we may not be able to operate in the future.
Our financial statements have been prepared on the basis that we will continue as a going concern. We have been funded through grants from the National Institute of Health and other United States government agencies. Each grant award specifies a total dollar amount and term that that we can draw in the advancement of such projects. As of December 31, 2013, we have approximately $4.8 million remaining under awards granted. Our current grant funding substantially expires in the summer of 2014, and therefore our ability to support our operating costs without additional grant funding and/or external financing, raise substantial doubt about our ability to continue as a going concern. We have applied for significant grant awards or renewals, however, there is no assurance that we will be successful in receiving such awards.
We expect to incur significant expenses to complete clinical work and to prepare BB3 for Phase 3 trials in the United States. We may never be able to obtain regulatory approval for the marketing of BB3 or other products in the United States or internationally, and even if we are able to commercialize BB3 or any other product candidate, there can be no assurance we will generate significant revenues or ever achieve profitability. We also expect that our research and development expenses will continue to increase as we move forward with our clinical testing for BB3 and perform other trials for its diverse research and development portfolio. As a result, we expect to continue to incur substantial losses for the foreseeable future, and these losses will be increasing. We will not commence the Phase 3 clinical trial of BB3 for DGF, the Phase 2 trial for Acute Kidney Injury, or continue the Phase 2 for Myocardial Infarction unless we receive the proceeds of a contemplated initial public offering or other significant funding. Further, in the event that we do not receive additional grant awards or renewals, we will be forced to eliminate certain sub-contractors contracts and infrastructure costs.
30
TABLE OF CONTENTS
The accompanying financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern. It is not possible for us to predict at this time the potential success of our business. The revenue and income potential of our proposed business and operations are currently unknown. If we cannot continue as a viable entity, you may lose some or all of your investment in our company.
Risks Relating to Our Intellectual Property
It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our patent position does not adequately protect our product candidates, others could compete against us more directly, which would harm our business, possibly materially.
Our commercial success will depend in part on obtaining and maintaining patent protection and trade secret protection of our current and future product candidates and the methods used to manufacture them, as well as successfully defending these patents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing our product candidates is dependent upon the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities. The patent positions of biotechnology and pharmaceutical companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in pharmaceutical patents has emerged to date in the United States or in many jurisdictions outside of the United States. Changes in either the patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property. Accordingly, we cannot predict the breadth of claims that may be enforced in the patents that may be issued from the applications we currently or may in the future own or license from third parties. Further, if any patents we obtain or license are deemed invalid and unenforceable, our ability to commercialize or license our technology could be adversely affected.
Others have filed, and in the future are likely to file, patent applications covering products and technologies that are similar, identical or competitive to ours or important to our business. We cannot be certain that any patent application owned by a third party will not have priority over patent applications filed or in-licensed by us, or that we or our licensors will not be involved in interference, opposition or invalidity proceedings before United States or non-United States patent offices.
The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:
•
  • others may be able to make compounds that are similar to our product candidates but that are not covered by the claims of our patents;
•
  • we might not have been the first to make the inventions covered by our pending patent applications;
•
  • others may be able to develop a platform similar to, or better than, ours in a way that is not covered by the claims of our patents;
•
  • we might not have been the first to file patent applications for these inventions;
•
  • others may independently develop similar or alternative technologies or duplicate any of our technologies;
•
  • any patents that we obtain may not provide us with any competitive advantages;
•
  • we may not develop additional proprietary technologies that are patentable; or
•
  • the patents of others may have an adverse effect on our business.
As of December 31, 2013, we were the owner of 11 issued or granted United States and non-United States patents relating to BB3 and BB3 analogues; with respect to BB3, the claims are directed to pharmaceutical compositions, formulations and methods of using these compounds for various indications,
31
TABLE OF CONTENTS
and with respect to the BB3 analogues, the claims directed to pharmaceutical compounds, pharmaceutical compositions, formulations and methods of using these compounds for various indications. We were also the owner of 21 pending United States and non-United States patent applications relating to BB3 and BB3 analogues in these areas.
In addition, as of December 31, 2013, we were the owner of 1 issued United States patent relating to our product candidates other than BB3 described in development programs in this prospectus, with claims directed to pharmaceutical compounds, pharmaceutical compositions and methods of using these compounds for various indications. We were also the owner of 12 pending United States and non-United States patent applications including international patent applications relating to such other product candidates in these program areas.
Patents covering the BB3 pharmaceutical compositions expire during 2023 and 2024 if the appropriate maintenance fee renewal, annuity, or other government fees are paid. We expect that the other patents and patent applications for the BB3 portfolio, if issued, and if the appropriate maintenance, renewal, annuity or other governmental fees are paid, would expire between 2023 and 2031. We expect the issued CYP inhibitor composition-of-matter patent in the United States, if the appropriate maintenance fee, renewal, annuity, or other governmental fees are paid, to expire in 2031. We expect the other pending patent applications in the dual kinase inhibitor portfolio, if issued, and if the appropriate maintenance, renewal, annuity or other governmental fees are paid, could expire in 2033. These expirations are exclusive of any patent term extension available resulting from regulatory delays.
Without patent protection on the composition of matter, pharmaceutical compositions or formulations of our product candidates, our ability to assert our patents to stop others from using or selling our product may be limited.
Due to the patent laws of a country, or the decisions of a patent examiner in a country, or our own filing strategies, we may not obtain patent coverage for all of our product candidates or methods involving these candidates in the parent patent application. We plan to pursue divisional patent applications or continuation patent applications in the United States and other countries to obtain claim coverage for inventions which were disclosed but not claimed in the parent patent application.
We may also rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or feasible. However, trade secrets are difficult to protect. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our information to competitors. Enforcing a claim that a third party illegally obtained and is using any of our trade secrets is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.
We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
If we choose to go to court to stop another party from using the inventions claimed in any patents we obtain, that individual or company has the right to ask the court to rule that such patents are invalid or should not be enforced against that third party. These lawsuits are expensive and would consume time and resources and divert the attention of managerial and scientific personnel even if we were successful in stopping the infringement of such patents. In addition, there is a risk that the court will decide that such patents are not valid and that we do not have the right to stop the other party from using the inventions. There is also a risk that, even if the validity of such patents is upheld, the court will refuse to stop the other party on the ground that such other party’s activities do not infringe our rights to such patents. In addition, the United States Supreme Court has recently modified some tests used by the United States Patent and Trademark Office, or USPTO, in granting patents over the past 20 years, which may decrease the likelihood that we will be able to obtain patents and increase the likelihood of challenge of any patents we obtain or license.
32
TABLE OF CONTENTS
We may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop us from commercializing or increase the costs of commercializing our product candidates.
Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannot guarantee that our products, or manufacture or use of our product candidates, will not infringe third-party patents. Furthermore, a third party may claim that we or our manufacturing or commercialization collaborators are using inventions covered by the third party’s patent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling our product candidates. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. There is a risk that a court would decide that we or our commercialization collaborators are infringing the third party’s patents and would order us or our collaborators to stop the activities covered by the patents. In that event, we or our commercialization collaborators may not have a viable way around the patent and may need to halt commercialization of the relevant product. In addition, there is a risk that a court will order us or our collaborators to pay the other party damages for having violated the other party’s patents. In the future, we may agree to indemnify our commercial collaborators against certain intellectual property infringement claims brought by third parties. The pharmaceutical and biotechnology industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform.
If we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, which may not be available, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may incur substantial monetary damages, encounter significant delays in bringing our product candidates to market and be precluded from manufacturing or selling our product candidates.
We cannot be certain that others have not filed patent applications for technology covered by our pending applications, or that we were the first to invent the technology, because:
•
  • some patent applications in the United States may be maintained in secrecy until the patents are issued;
•
  • patent applications in the United States are typically not published until 18 months after the priority date; and
•
  • publications in the scientific literature often lag behind actual discoveries.
Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent application may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies. If another party has filed a United States patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the USPTO to determine priority of invention in the United States The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same or similar invention prior to our own invention, resulting in a loss of our United States patent position with respect to such inventions. Other countries have similar laws that permit secrecy of patent applications, and may be entitled to priority over our applications in such jurisdictions.
Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.
33
TABLE OF CONTENTS
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 governmental patent agencies outside of the United States 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 and rely on our outside counsel to pay these fees due to non-United States patent agencies. The USPTO and various non-United States 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 may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers. If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology and products could be significantly diminished.
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.
We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. For example, the FDA, as part of its Transparency Initiative, is currently considering whether to make additional information publicly available on a routine basis, including information that we may consider to be trade secrets or other proprietary information, and it is not clear at the present time how the FDA’s disclosure policies may change in the future, if at all. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.
Risks Relating to Owning Our Common Stock
No public market for our common stock currently exists and an active trading market may not develop or be sustained following this offering.
Prior to this offering, there has been no public market for our common stock. An active trading market may not develop following the completion of this offering or, if developed, may not be sustained. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
Our share price may be volatile, which could subject us to securities class action litigation and prevent you from being able to sell your shares at or above the offering price.
The initial public offering price for our shares will be determined by negotiations between us and the underwriter and may not be indicative of prices that will prevail in the trading market. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:
34
TABLE OF CONTENTS
•
  • results of our clinical trials;
•
  • results of clinical trials of our competitors’ products;
•
  • regulatory actions with respect to our products or our competitors’ products;
•
  • actual or anticipated fluctuations in our financial condition and operating results;
•
  • actual or anticipated changes in our growth rate relative to our competitors;
•
  • actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;
•
  • competition from existing products or new products that may emerge;
•
  • announcements by us, our collaborators or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations or capital commitments;
•
  • issuance of new or updated research or reports by securities analysts;
•
  • fluctuations in the valuation of companies perceived by investors to be comparable to us;
•
  • share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
•
  • additions or departures of key management or scientific personnel;
•
  • disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
•
  • announcement or expectation of additional financing efforts;
•
  • sales of our common stock by us, our insiders or our other stockholders;
•
  • market conditions for biopharmaceutical stocks in general; and
•
  • general economic and market conditions.
Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of shares of our common stock. In addition, such fluctuations could subject us to securities class action litigation, which could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. If the market price of shares of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.
Our Chief Executive Officer who is also a member of our board of directors beneficially owns a substantial amount of our outstanding equity securities and will be able to exert substantial control over us.
Our chief executive officer, who is also a member of our board of directors, beneficially owns a substantial percentage of our outstanding equity securities. Accordingly, such officer will be able to make all business decisions, including with respect to such matters as amendments to our charter, other fundamental corporate transactions, such as mergers, asset sales and the sale of the Company, and otherwise will be able to direct our business and affairs.
We have broad discretion in the use of net proceeds from this offering and may not use them effectively.
We intend to use substantially all of the net proceeds from this offering to fund (i) the continued clinical development of BB3 in renal transplantation, including Phase 3 trials and other trials necessary for anticipated FDA and EMA filings; (ii) the continuation and completion of Phase 2 trials on BB3 in acute myocardial infarction; (iii) the completion of a Phase 2 clinical trial in acute kidney injury; (iv) the completion of preclinical development of ANG-3070 and IND submission to the FDA; (v) the completion
35
TABLE OF CONTENTS
of preclinical development of ANG-3281 and an IND submission to the FDA; and (vi) continuing discovery work on our CYP selectively targeted inhibitor platform, relaxin mimetic peptides and relaxin delivery system and other discovery projects, with the goal to advance candidates into preclinical development. Any remaining amounts will be used for general corporate purposes, general and administrative expenses, capital expenditures, working capital and prosecution and maintenance of our intellectual property. Although we currently intend to use the net proceeds from this offering in such a manner, we will have broad discretion in the application of the net proceeds. Our failure to apply these funds effectively could affect our ability to continue to develop and commercialize our product candidates.
Being a public company will increase our expenses and administrative burden.
As a public company, we will incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. In addition, our administrative staff will be required to perform additional tasks. For example, in anticipation of becoming a public company, we will need to adopt additional internal controls and disclosure controls and procedures, retain a transfer agent, adopt an insider trading policy and bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.
In addition, laws, regulations and standards applicable to public companies relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and related regulations implemented by the SEC and the NASDAQ Stock Market, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from product development activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. In connection with this offering, we are increasing our directors’ and officers’ insurance coverage, which will increase our insurance cost. In the future, it will be more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.
We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
36
TABLE OF CONTENTS
Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
The initial public offering price will be substantially higher than the net tangible book value per share of shares of our common stock based on the total value of our tangible assets less our total liabilities immediately following this offering. Therefore, if you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $     per share in the price you pay for shares of our common stock as compared to its pro forma as adjusted net tangible book value, assuming an initial public offering price of $     per share, the mid-point of the price range set forth on the cover page of this prospectus. To the extent outstanding options or warrants to purchase shares of common stock that are in the money are exercised, there will be further dilution. For further information on this calculation, see “Dilution” elsewhere in this prospectus.
Future sales and issuances of our common stock or rights to purchase common stock pursuant to our equity incentive plans and our outstanding warrants could result in additional dilution of the percentage ownership of our stockholders and could cause our share 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.
As of December 31, 2013, we had issued options to purchase 3,775 shares outstanding under our 2002 Stock Option Plan. Furthermore, we plan to adopt a new equity incentive plan prior to the completion of this offering. Sales of shares granted under our 2002 Stock Option Plan and our proposed equity incentive plan, if adopted, may result in material dilution to our existing stockholders, which could cause our share price to fall.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
The trading market for our common stock will depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. There can be no assurance that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
NASDAQ may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to list our common stock on the NASDAQ Capital Market. In order to make a final determination of compliance with their listing criteria, NASDAQ may look to the first trading day’s activity and, particularly, the last bid price on such day. In the event the trading price for our common stock drops below the NASDAQ Capital Market’s minimum bid requirement, NASDAQ could rescind our initial listing approval. If that were to happen, the liquidity for our common stock would decrease. If we failed to list the stock on the NASDAQ Capital Market, the liquidity for our common stock would be significantly impaired, which may substantially decrease the trading price of our common stock.
In addition, we cannot assure you that, in the future, our securities will meet the continued listing requirements to be listed on NASDAQ. If NASDAQ delists our common stock from trading on its exchange, we could face significant material adverse consequences, including:
•
  • a limited availability of market quotations for our securities;
37
TABLE OF CONTENTS
•
  • a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
•
  • a limited amount of news and analyst coverage for our company; and
•
  • a decreased ability to issue additional securities or obtain additional financing in the future.
If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on The NASDAQ Capital Market, and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
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 restated certificate of incorporation and bylaws that will be effective upon the completion of this offering, 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. These provisions include:
•
  • authorizing the issuance of “blank check” convertible preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
•
  • eliminating the ability of stockholders to call a special meeting of stockholders;
•
  • permitting our board of directors to accelerate the vesting of outstanding equity awards upon certain transactions that result in a change of control;
•
  • 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 also frustrate or prevent any attempts by our stockholders to replace or remove our current management or members of our board of directors. 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.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, our restated certificate of incorporation to be in effect upon the completion of this offering will limit the liability of our directors
38
TABLE OF CONTENTS
to the fullest extent permitted by law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation and restated bylaws to be in effect upon the completion of this offering will provide that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of our company or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our restated certificate of incorporation to be in effect upon the completion of this offering will provide that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full within 60 days after we receive a written claim for such indemnification, except in the case of a claim for an advancement of expenses, in which case such period is 20 days, our restated certificate of incorporation and our restated bylaws authorize the claimant to bring an action against us and prescribe what constitutes a defense to such action.
Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
The rights conferred in the restated certificate of incorporation and the restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons. We have entered into or plan to enter into indemnification agreements with each of our officers and directors, the form of which is attached as an exhibit to the registration statement of which this prospectus is a part.
The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damages for breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Although we obtained coverage under our directors’ and officers’ liability insurance, certain liabilities or expenses covered by our indemnification obligations may not be covered by such insurance or the coverage limitation amounts may be exceeded. As a result, we may need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial condition and limit the funds available to stockholders who may choose to bring a claim against our company.
We do not anticipate paying cash dividends, and accordingly, stockholders must rely on stock appreciation for any return on their investment.
We do not anticipate paying cash dividends in the future. As a result, only appreciation of the market price of our common stock, which may never occur, will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.
39
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, but are not limited to, statements about:
•
  • the success and timing of our preclinical studies and clinical trials;
•
  • our ability to obtain and maintain regulatory approval of BB3 and any other product candidates we may develop, and the labeling under any approval we may obtain;
•
  • the scope, progress, expansion and costs of developing and commercializing our product candidates;
•
  • the size and growth of the potential markets for our product candidates and the ability to serve those markets;
•
  • our expectations regarding our expenses and revenue, the sufficiency of our cash resources and needs for additional financing;
•
  • regulatory developments in the United States and other countries;
•
  • the rate and degree of market acceptance of any future products;
•
  • our expectations regarding competition;
•
  • our anticipated growth strategies;
•
  • the performance of third-party manufacturers;
•
  • our ability to establish and maintain development partnerships;
•
  • our expectations regarding federal, state and foreign regulatory requirements;
•
  • our ability to obtain and maintain intellectual property protection for our product candidates;
•
  • the successful development for our sales and marketing capabilities;
•
  • the hiring and retention of key scientific or management personnel;
•
  • the anticipated trends and challenges in our business and the market in which we operate; and
•
  • the use of our net proceeds from this offering.
These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
40
TABLE OF CONTENTS
The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.
41
TABLE OF CONTENTS
USE OF PROCEEDS
We estimate that our net proceeds from the sale of              shares of common stock in this offering will be approximately $             million, assuming an initial public offering price of $             per share, the mid-point of the price range set forth on the cover page of this prospectus and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $             million. A $1.00 increase (decrease) in the assumed initial public offering price per share of $            , the mid-point of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $             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 underwriting discounts and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $             million, assuming the assumed initial public offering price stays the same.
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:
•
  • continue the clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and prepare regulatory submissions to the FDA and EMA for approval;
•
  • to continue and complete Phase 2 trials on BB3 in acute myocardial infarction;
•
  • to complete a Phase 2 clinical trial in acute kidney injury;
•
  • to complete the preclinical development of ANG-3070, and submit an IND to the FDA;
•
  • to complete the preclinical development of ANG-3281, and submit an IND to the FDA;
•
  • to continue discovery work on our CYP selectively targeted inhibitor platform, relaxin mimetic peptides, and relaxin delivery system and other discovery projects, with the goal to advance candidates into preclinical development; and
•
  • to fund general corporate purposes, general and administrative expenses (including, without limitation, the contemplated increase in rent to be paid to NovaPark), capital expenditures, working capital and prosecution and maintenance of our intellectual property.
We believe that the intended net proceeds from this offering and continued grant funding, together with interest on cash balances, will be sufficient to fund the continued development of our clinical candidates through at least the first quarter of 2016. The amount and timing of our actual expenditures will depend upon numerous factors, including the status and results of the ongoing Phase 2 trials. Furthermore, we anticipate that we will need to secure additional funding for the further development of BB3 for acute kidney injury and myocardial infarction, and for the development of our other product candidates.
As in the past, we will continue to apply for competitive grants from the United States government under programs such as the SBIR program, among others. We believe that our eligibility to qualify as a Small Business under the SBIR guidelines will not be affected by the proposed offering; however, the eligibility could be affected by future stock issuances. To the extent that the planned studies described here can be paid for under government grants, management expects to reallocate funds budgeted for these studies to support other programs, with the primary goal of advancing compounds into the clinic.
Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of net proceeds will vary depending on numerous factors, including our ability to obtain additional financing, the relative success and cost of our research, preclinical and clinical development programs, the
42
TABLE OF CONTENTS
amount and timing of additional revenues, if any, received from our relationships with NovaPark and Ohr Cosmetics LLC, and whether we are able to enter into future collaborations, partnerships or licensing relationships. As a result, management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering. In addition, we might decide to postpone or not pursue other clinical trials or preclinical activities if the net proceeds from this offering and the other sources of cash are less than expected.
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 paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.
43
TABLE OF CONTENTS
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2013:
•
  • on an actual basis;
•
  • on a pro forma basis, after giving effect to (i) the recapitalization of the common stock on a             -for-             basis, and (ii) the filing of our amended and restated certificate of incorporation immediately prior to this closing of this offering; and
•
  • on a pro forma as adjusted basis, to give further effect to our issuance and sale of              shares of our common stock in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range listed on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The pro forma and pro forma as adjusted information below is prepared for illustrative purposes only, and our capitalization 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. You should read this table together with “Selected Financial Data,” our financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus.
 
 
 
 
As of December 31, 2013
 
 
 
 
Actual
 
 
Pro Forma​(1)
 
 
Cash and cash equivalents
 
 
$
2,057,250
 
 
 
—
 
 
Capitalization:
 
 
 
 
 
 
 
 
 
 
Long-term debt, including current portion
 
 
 
5,324,535
 
 
 
—
 
 
Stockholders’ equity:
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 100,000 shares authorized, 61,200 issued and outstanding actual; 61,200 shares issued and outstanding pro forma; issued and outstanding pro forma as adjusted
 
 
 
612
 
 
 
—
 
 
Additional paid-in capital
 
 
 
5,156
 
 
 
—
 
 
Retained earnings
 
 
 
2,337,126
 
 
 
2,337,126
 
 
Non-controlling interest
 
 
 
2,116,684
 
 
 
 
 
 
Total stockholders’ equity
 
 
 
4,459,578
 
 
 
—
 
 
Total capitalization
 
 
$
9,784,113
 
 
$
—
 
 
(1)
  • A $1.00 increase (decrease) in the assumed initial public offering price of $     per share would increase (decrease) each of the pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $             million, assuming the shares offered by us as set forth on the cover of this prospectus remain the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price per share, the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by approximately $    .
The number of shares of our common stock in the table above excludes, as of December 31, 2013:
•
  • 3,775 shares of common stock issuable upon exercise of outstanding options issued under our 2002 Stock Option Plan as of December 31, 2013, at a weighted average exercise price of $20 per share;
44
TABLE OF CONTENTS
•
  •              shares of common stock reserved for future issuance under our 2014 equity incentive plan, or the 2014 Plan, which will become effective upon the completion of this offering, but with respect to which no awards will be granted prior to the effective date of the registration statement of which this prospectus is a part, subject to automatic annual adjustment in accordance with the terms of the 2014 Plan; and
•
  •              shares of common stock to be issued upon exercise of the warrant to be issued to the underwriter in connection with this offering, at an exercise price per share equal to 140% of the public offering price, as described in the “Underwriting — Underwriter’s Warrants,” section of this prospectus, assuming an initial public offering price of $     per share, the midpoint of the initial public offering price range reflected on the cover page of this prospectus.
45
TABLE OF CONTENTS
DILUTION
If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Dilution results from the fact that the initial public offering price per share is substantially in excess of the book value (deficit) per share attributable to the existing stockholders for the currently outstanding stock.
As of December 31, 2013, our historical net tangible book value was $             million, or $             per share of common stock. Historical net tangible book value (deficit) per share represents the amount of our total tangible assets less total liabilities, divided by 61,200, the number of shares of common stock outstanding on December 31, 2013.
As of December 31, 2013, our pro forma net tangible book value (deficit) was $             million, or $             per share of common stock. Pro forma net tangible book value (deficit) per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock outstanding, as of December 31, 2013, after giving effect to the recapitalization of our outstanding common stock on a 1-for-    basis.
After giving further effect to the sale of              shares of our common stock in this offering, assuming an initial public offering price of $             per share, the mid-point of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2013, would have been $             million, or $             per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $             per share to our existing stockholders, and an immediate dilution in pro forma as adjusted net tangible book value of approximately $             per share to new investors purchasing shares of our common stock in this offering.
We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after the offering from the amount of cash that a new investor paid for a share of common stock. The following table illustrates this dilution on a per share basis:
 
 
Assumed initial public offering price per share
 
 
 
 
 
 
$
      
 
 
Historical net tangible book value (deficit) per share as of December 31, 2013
 
 
$
      
 
 
 
 
 
 
Decrease per share due to the recapitalization of the common stock
 
 
$
(      
)
 
 
 
 
 
 
Pro forma as adjusted net tangible book value (deficit) per share as of December 31, 2013
 
 
$
      
 
 
 
 
 
 
Increase in pro forma as adjusted net tangible book value per share attributable to new investors
 
 
$
      
 
 
 
 
 
 
Pro forma as adjusted net tangible book value per share, after giving effect to this offering
 
 
 
 
 
 
 
 
 
 
Dilution in pro forma as adjusted net tangible book value per share to new investors
 
 
 
 
 
 
$
      
 
Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by approximately $            , and dilution in pro forma net tangible book value per share to new investors by approximately $            , 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 the estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $             per share and decrease (increase) the dilution to investors participating in this offering by approximately $             per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.
46
TABLE OF CONTENTS
If the underwriter exercises its option to purchase              additional shares in full in this offering, the pro forma as adjusted net tangible book value per share after giving effect to the offering would be $             per share. This represents an increase in pro forma as adjusted net tangible book value of $             per share to existing stockholders and dilution in pro forma as adjusted net tangible book value of $             per share to new investors.
The following table summarizes, on a pro forma as adjusted basis as of December 31, 2013, the total number of shares purchased from us, the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing stockholders and by new investors in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range listed on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing stockholders paid.
 
 
 
 
Shares Purchased
 
 
Total Consideration
 
 
Average
Price Per
Share
 
 
 
 
Number
 
 
Percentage
 
 
Amount
 
 
Percentage
 
 
Existing stockholders
 
 
 
      
 
 
 
 
%
 
 
$
      
 
 
 
 
%
 
 
 
      
 
 
New investors
 
 
 
 
 
 
 
 
%
 
 
$
 
 
 
 
%
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
100
%
 
 
$
 
 
 
100
%
 
 
$
 
 
The table above is based on the recapitalization of our outstanding common stock on a 1-for-             basis.
The foregoing tables and calculations exclude the following common stock outstanding as of December 31, 2013:
•
  • 3,775 shares of common stock issuable upon exercise of outstanding options issued under our 2002 Stock Option Plan as of December 31, 2013, at a weighted average exercise price of $20 per share; and
•
  •              shares of common stock reserved for future issuance under our 2014 equity incentive plan, or the 2014 Plan, which will become effective upon the completion of this offering, but with respect to which no awards will be granted prior to the effective date of the registration statement of which this prospectus is a part, subject to automatic annual adjustment in accordance with the terms of the 2014 Plan; and
•
  •              shares of common stock to be issued upon exercise of the warrant to be issued to the underwriter in connection with this offering, at an exercise price per share equal to 140% of the public offering price, as described in the “Underwriting — Underwriter’s Warrants,” section of this prospectus, assuming an initial public offering price of $     per share, the midpoint of the initial public offering price range reflected on the cover page of this prospectus.
To the extent that any of these outstanding options are exercised, you will experience further dilution. If all of such outstanding options had been exercised as of December 31, 2013, the pro forma as adjusted net tangible book value per share after this offering would be $            , and total dilution per share to new investors would be $            .
In addition, we may choose to raise additional capital 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 additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.
If the underwriter exercises its over-allotment option to purchase additional shares of our common stock in full in this offering:
•
  • the percentage of shares of common stock held by existing stockholders will decrease to approximately             % of the total number of shares of our common stock outstanding after this offering; and
•
  • the number of shares held by new investors will increase to             , or approximately             % of the total number of shares of our common stock outstanding after this offering.
47
TABLE OF CONTENTS
SELECTED FINANCIAL DATA
The following table sets forth our selected financial data for the periods and as of the dates indicated. You should read the following selected financial data in conjunction with our audited financial statements and the related notes thereto included elsewhere in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this prospectus.
The statement of operations data for the years ended December 31, 2013 and 2012, and the balance sheet data as of December 31, 2013 and 2012, are derived from our audited financial statements included elsewhere in this prospectus. The selected balance sheet data is derived from our audited financial statements included elsewhere in this prospectus. These presentations include the results of NovaPark LLC into our consolidated statements of operations and selected balance sheet data.
Our historical results are not necessarily indicative of the results that may be expected in the future and interim results are not necessarily indicative of results to be expected for any other period or the full year.
 
 
 
 
Year Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Selected Consolidated Statements of Operations
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Grant revenue
 
 
$
6,581,072
 
 
$
7,297,701
 
 
Cost of grant revenues – direct research costs
 
 
 
3,173,478
 
 
 
3,673,684
 
 
Gross profit
 
 
 
3,407,594
 
 
 
3,624,017
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Research and development – non-Federally funded
 
 
 
196,058
 
 
 
—
 
 
General and administrative
 
 
 
3,609,386
 
 
 
4,043,234
 
 
Total operating expenses
 
 
 
3,805,394
 
 
 
4,043,234
 
 
 
          
 
Loss from operations
 
 
 
(397,800
)
 
 
 
(419,217
)
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
(300,432
)
 
 
 
(307,450
)
 
 
Investment income
 
 
 
31,375
 
 
 
11,745
 
 
Rental income
 
 
 
1,641,365
 
 
 
1,877,445
 
 
Other income
 
 
 
757,926
 
 
 
31,450
 
 
Total other income (expense)
 
 
 
2,130,234
 
 
 
1,613,190
 
 
Income before income taxes
 
 
 
1,732,434
 
 
 
1,193,973
 
 
Income tax expense
 
 
 
452,778
 
 
 
201,858
 
 
Net income
 
 
 
1,279,656
 
 
 
992,115
 
 
Less net income attributable to non-controlling interest
 
 
 
(647,415
)
 
 
 
(684,812
)
 
 
Net income attributable to Angion Biomedica Corporation
 
 
$
632,241
 
 
$
307,303
 
 
Basic and diluted net income per share
 
 
$
10.33
 
 
$
5.02
 
 
Basic and diluted weighted average common shares outstanding
 
 
 
61,200
 
 
 
61,200
 
48
TABLE OF CONTENTS
 
 
 
 
Year Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Selected Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$
2,057,250
 
 
$
1,404,493
 
 
Total current assets
 
 
 
2,618,533
 
 
 
2,064,228
 
 
Property and equipment, net of accumulated depreciation
 
 
 
6,171,369
 
 
 
6,605,579
 
 
Due from officer
 
 
 
1,624,102
 
 
 
1,625,977
 
 
Liabilities and stockholders’ and owners’ equity
 
 
 
 
 
 
 
 
 
 
Total current liabilities
 
 
$
1,146,917
 
 
$
1,104,427
 
 
Long-term debt
 
 
 
5,202,353
 
 
 
5,324,535
 
 
Stockholders’ and owners’ equity
 
 
 
 
 
 
 
 
 
 
Angion Biomedica Corp. share of equity
 
 
 
2,342,894
 
 
 
1,710,653
 
 
Non-controlling interest
 
 
 
2,116,684
 
 
 
2,527,548
 
 
Total stockholders’ and owners’ equity
 
 
 
4,459,578
 
 
 
4,238,201
 
49
TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Financial Data” and our financial statements and the 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 discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.
Overview
We are a biopharmaceutical company established in 1998 to focus on the discovery and clinical development of novel therapeutic agents to treat acute and chronic organ injury by harnessing the body’s protective, reparative and regenerative systems. The therapeutic strategy we follow and pathways we target were selected to prevent or limit acute injury, to prevent or limit acute injury from evolving into chronic disease and to stabilize, and potentially even reverse, chronic disease. We believe that our product candidates have the potential to treat orphan indications and more prevalent diseases for which there currently are limited, if any, therapeutic solutions. Our clinical programs are currently focused on renal transplantation, acute kidney disease and acute cardiac disease.
Since inception, we have advanced our lead drug candidate, BB3, into Phase 2 clinical studies for improving the outcome of renal transplant. Our previous activities have been focused on basic research and development of novel compounds and performing early clinical and pre-clinical studies, with the goal of partnering or licensing-out our intellectual property early in the drug discovery process to advance our compounds through the clinical and regulatory development process. We previously licensed out uses of certain of our intellectual property pursuant to this model, and we have one such active program currently in effect with Ohr Cosmetics. BB3 represents the first compound that we intend to develop in-house through the late stage clinical and regulatory approval process for the indication of DGF following renal transplant, and we may seek partners for larger indications.
We have an extensive, worldwide intellectual property portfolio to protect our drug candidates and their analogues, and we pursue a strategy to obtain defendable, broad claims around our most advanced compounds and analogues to deter competition. We seek composition of matter, pharmaceutical compositions and methods of use claims where patentable, in the United States and other major countries of the world. We actively evaluate and file new patent applications as our discovery programs generate new candidates. All of our novel drug candidates under development and in discovery have been identified in-house, and not in-licensed.
Our corporate headquarters, discovery and development operations are located in Uniondale, New York, where we occupy approximately 40,000 square feet of a 108,000 square foot state of the art general laboratory and development facility for biological and chemistry research and development facility, which was acquired in 2011 by NovaPark LLC, or NovaPark. We own 10% of the equity interests of NovaPark, and the remaining 90% is owned by entities affiliated with Dr. Itzhak D. Goldberg, our President and Chief Executive Officer. Because NovaPark is a variable interest entity and we are, from an accounting perspective, the primary beneficiary, we are required to consolidate NovaPark into our financial statements under GAAP.
Financial Overview
The following discussion summarizes the key factors our management believes are necessary for an understanding of our financial statements.
Revenue
We do not have any products approved for sale and have not generated any revenue from product sales. To date, we have funded our operations primarily from U.S. government grants from the National Institute of Health, or NIH, and National Science Foundation, or NSF, through their participation in the Small Business Innovation Research, or SBIR, program. Since inception, we have received over $55.0 million in
50
TABLE OF CONTENTS
grant funding. These grants reimburse us for direct and indirect costs relating to the grant projects and also provide us with a 7% profit margin on total direct and indirect costs of the grant award, excluding subcontractor costs, after giving effect to directly attributable costs and allowable overhead costs. Revenue is recognized under these grants as the correlating expenses are incurred. Prior to this offering, we have not raised any outside investor capital, and we have no outside debt other than the mortgage on the building owned by NovaPark.
Our model through 2012 was not to commercialize products, but rather to conduct basic research on novel compounds, perform early clinical and pre-clinical studies and then seek a licensing partner. During the years ended December 31, 2004 and December 31, 2007, we received a total of $4.2 million in license fees from a major biotechnology company under a patent license agreement for exclusive rights to certain of our patents covering an undisclosed target. That license agreement was terminated in 2011; no further revenues from this Agreement will be forthcoming. The licensed patent rights were not in a field competitive with any of our current programs.
Until 2012, we received refundable tax credits from the New York State Recovery Program in the amount of $250,000 per year for three years starting in 2009, for a total tax credit in the amount of $750,000. The program was established to help provide funding for research and development companies in the State of New York. No further credits are anticipated through this program.
Research and Development Expenses
Since inception, we have focused our resources on our research and development activities, including conducting preclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory filings for our product candidates. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:
•
  • salaries and related overhead expenses for personnel in research and development functions;
•
  • fees paid to consultants, clinical testing sites and contract research organizations, or CROs, including in connection with our preclinical and clinical trials, and other related clinical trial fees, such as for investigator grants, patient screening, laboratory work, clinical trial database management, clinical trial material management and statistical compilation and analysis;
•
  • costs related to acquiring and manufacturing clinical trial materials;
•
  • depreciation of leasehold improvements, laboratory equipment and computers;
•
  • legal expenses related to clinical trial agreements, material transfer agreements and the development and protection of our intellectual property; and
•
  • costs related to compliance with regulatory requirements.
During the years ending December 31, 2013 and 2012, our direct research costs were approximately $3.2 million and $3.7 million, respectively. Grants awarded and currently active will provide approximately $4.8 million in anticipated research and development costs through 2015, which includes monies to be paid to university collaborators and other subcontractors named in the grant applications. We have several grant applications pending review by the NIH and the United States Department of Defense, and we intend to continue to apply for grants to fund our discovery efforts.
We plan to increase our research and development expenses for the foreseeable future. Proceeds from this offering will be used mainly for (i) the continued clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and completing other work necessary to make filings for regulatory approval; (ii) conducting Phase 2 trials on BB3 for acute kidney injury, or AKI; (iii) continuing BB3 Phase 2 trials in acute myocardial infarction, or MI; (iv) completion of preclinical development of ANG-3070 and an IND submission to the FDA; (v) completion of preclinical development of ANG-3281 and an IND submission to the FDA; and (vi) continuing discovery work on our CYP selectively targeted inhibitor platform, and relaxin programs.
The table below summarizes our direct research and development expenses by program for the periods indicated. Our direct research and development expenses consist of our internal costs of studies conducted in our state of the art research facility and external costs, such as fees paid to investigators, consultants,
51
TABLE OF CONTENTS
clinical testing sites, central laboratories and CROs, in connection with preclinical studies and our clinical trials, and costs related to acquiring and manufacturing clinical trial materials. We typically use our employee and infrastructure resources across multiple research and development programs, and we allocate time and salaries as incurred for each grant. We do not allocate stock-based compensation, employee benefits or other indirect costs related to our research and development function to specific product candidates.
 
 
 
 
Years Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Direct and indirect research and development expenses by program:
 
 
 
 
 
 
 
 
 
 
BB3 programs (DGF, AKI, MI)
 
 
$
2,694,000
 
 
$
4,945,000
 
 
ANG-3070 (kinase inhibitor)
 
 
 
1,847,000
 
 
 
308,000
 
 
CYP selectively targeted inhibitors program
 
 
 
786,000
 
 
 
1,033,000
 
 
Relaxin programs
 
 
 
523,000
 
 
 
467,000
 
 
Total direct and indirect research and development expense
 
 
$
5,850,000
 
 
$
6,753,000
 
The indirect portion of the above program expenses is included in general and administrative expenses in our consolidated statement of operations.
The successful development of our clinical and preclinical product candidates is highly uncertain. At this time, we cannot reasonably estimate the nature, timing or costs of the efforts that will be necessary to complete the remainder of the development of any of our clinical or preclinical product candidates or the period, if any, in which material net cash inflows from these product candidates may commence. This is due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:
•
  • the scope, rate of progress and expense of our ongoing, as well as any additional, clinical trials and other research and development activities;
•
  • future clinical trial results; and
•
  • the timing and receipt of any regulatory approvals.
A change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development of a product candidate or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development.
Our Research Facility
Our corporate headquarters and clinical development operations are located in Uniondale, New York, where we occupy approximately 40,000 square feet of a 108,000-square-foot state of the art general laboratory and development facility for biological and chemistry research owned by NovaPark, an affiliated company, of which Angion owns 10% of the equity interests. We believe that our facilities are suitable and adequate for our current needs.
NovaPark was formed in June 2011 to purchase the building housing our corporate headquarters in Uniondale. The price of the building was $7.0 million, which was funded, after closing adjustments, by a cash contribution of $1.5 million and a mortgage of $5.6 million. Initially, Angion owned 64% of NovaPark, for which we paid approximately $1.5 million, and Dr. Goldberg and his family owned the remaining 36%. Each of Angion and Dr. Goldberg has guaranteed NovaPark’s obligations under the mortgage. NovaPark is entitled to certain local property tax benefits for a period of 10 years from its purchase, as long as it complies with the requirements of Uniondale’s Industrial Development Agency program, or the Pilot Program.
52
TABLE OF CONTENTS
In January 2012, Angion sold 54% of its ownership interest in NovaPark to Dr. Goldberg and his family for approximately $1.3 million, and retained a 10% membership interest in NovaPark. We did not recognize a gain or loss as a result of this transaction. As payment, Dr. Goldberg issued to us an unsecured promissory note in the principal amount of approximately $1.6 million, representing the purchase price plus a consolidation of a prior outstanding loan from us to him. The note is repayable on December 31, 2019 and bears interest payable annually at the rate of 1.17% per annum.
We have agreed with Dr. Goldberg and NovaPark that, in satisfaction of the outstanding loan to us from Dr. Goldberg, Dr. Goldberg will transfer to us membership interests that he owns in NovaPark equal to 10% of the issued membership interests in NovaPark, such that we would own 20% of NovaPark and he and his family would own 80% of NovaPark, and the outstanding personal loan to us would be satisfied in full. In addition, Dr. Goldberg and NovaPark have agreed that, if NovaPark defaults under the mortgage, Dr. Goldberg is unable to satisfy his obligations under his guarantee of NovaPark’s obligations, and we are required to satisfy our obligations as a guarantor of NovaPark’s obligations, then Dr. Goldberg and NovaPark will immediately transfer any and all of their respective ownership interests in the building to us. Angion would still, however, be responsible under its guarantee for NovaPark’s obligations under the mortgage to the extent of its ownership in NovaPark, or 20%.
On June 21, 2011, and as subsequently amended, we entered into a lease with NovaPark for approximately 37% of the building for a term of 15 years, at a fixed annual base rent of $450,000, increasing at the rate of 3% every three years, plus our proportionate share of real estate taxes and operating costs. Because Angion and NovaPark are related parties, the federal government limits the amount of rent from federal sources paid to a related entity that will be reimbursed. As a result, we believe that the rent that we pay is below current market rate for a triple net lease for similar space in the local area, and will require subsequent increase in the rates as a result of this offering.
In addition, approximately 53% of the space in the building is leased to a company at market rate under a lease that is in effect until 2020. The remainder of the building (approximately 10%) is currently vacant.
Because NovaPark is a variable interest entity and Angion is, from an accounting perspective, the primary beneficiary, we are required to consolidate NovaPark under GAAP. Rent paid by us to NovaPark is eliminated in the consolidation of the financial statements. NovaPark is excluded from this offering.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related costs for employees in executive, operational, finance and human resources functions. Other significant general and administrative expenses include allocation of facilities costs, accounting and legal services and expenses associated with obtaining and maintaining patents. A portion of the general and administrative expenses are reimbursed through the overhead rates contained in our grants with the U.S. Government.
We expect that our general and administrative expenses will increase as we operate as a public company and due to the potential commercialization of our product candidates. We believe that these increases will likely include increased costs for personnel, the hiring of additional personnel and director and officer liability insurance and increased fees for outside consultants, lawyers and accountants. We also expect to incur increased costs to comply with corporate governance, internal controls and similar requirements applicable to public companies.
Interest Income
Interest income consists of interest earned on our cash and cash equivalents. We expect our interest income to increase following the completion of this offering as we invest the net proceeds from this offering pending their use in our operations.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
53
TABLE OF CONTENTS
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. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and 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. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 3 to our financial statements appearing elsewhere in this prospectus, we believe that the following accounting policies are the most critical for fully understanding and evaluating our financial condition and results of operations.
Consolidation
Our relationship with NovaPark being a variable interest entity where we are, from an accounting perspective, the primary beneficiary results in us having to present consolidated financial statements to include their results of operations and balance sheet into our financial statements. Intercompany transactions, principally rentals, are eliminated in consolidation.
Revenue Recognition
Our revenues are generated from NIH grants and the achievement of licensing milestones. The revenue from NIH grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the grant, plus a facilities and administrative rate that provides funding for overhead expenses. We also received a fixed fee (profit) equal to 7% of total direct and indirect of costs of the grant award, excluding subcontractor costs. These revenues are recognized when expenses have been incurred by subcontractors or when we incur internal expenses that are related to the grant, up to the total allowable amount of the grant. Grants receivable consist of unbilled amounts due from various grants from the NIH for costs incurred prior to the period end under reimbursement contracts. The amounts are billed to the NIH in the month subsequent to period end and collected shortly thereafter.
We recognize revenue when the following criteria are met: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Licensing milestone and royalty revenues will be recorded when earned under licensing arrangements. During the years ended December 31, 2013 and 2012, there were no milestone payments or royalties earned.
Rental income derived from NovaPark is recognized on a straight-line basis where contractual rental payments escalate over the term of the lease. One tenant accounts for the rental income which is not eliminated in the consolidation of our financial statements. We collected a security deposit from such tenant which is reflected as a security deposit liability on our consolidated balance sheet.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The carrying amounts reported in the balance sheet for notes payable approximate their fair value based on market rates of interest and the terms of the notes.
Stock based compensation
We recognize compensation cost relating to share-based payment transactions in net income using a fair-value measurement method, in accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, 718, “Compensation — Stock Compensation.” Stock based compensation has not been significant since we have not issued any stock options since 2009; however, we expect to hire additional management and issue additional stock options in connection with this offering.
Research and Development Expenses
We have focused our resources on our research and development activities, including conducting nonclinical studies and clinical trials, manufacturing development efforts and activities related to regulatory
54
TABLE OF CONTENTS
filings for our products. Certain service and clinical trials are recognized on an outsourced basis. We recognize research and development expenses as they are incurred.
We expense payments for the acquisition and development of technology as research and development costs if, at the time of payment: the technology is under development; is not approved by the FDA or other regulatory agencies for marketing; has not reached technical feasibility; or otherwise has no foreseeable alternative future use.
As part of the process of preparing our financial statements, we are required to estimate our expenses resulting from our obligations under contracts with vendors, consultants and grant subcontractors, including clinical site agreements in connection with research collaborations and conducting clinical trials. The financial terms of these contracts are subject to negotiations that vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. Our research collaborations and clinical trial study expense accruals are dependent upon the timely and accurate reporting by our study sites, CROs and other third-party vendors.
Our objective is to reflect the appropriate subcontractor and clinical trial expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the research or clinical trial as measured by data generation by our collaborations, patient progression and the timing of various aspects of the studies or trials. We determine accrual estimates through discussion with applicable personnel and outside service providers as to the progress or state of completion of collaborative studies or clinical trials, or the services completed. During the course of a clinical trial, we adjust the rate of clinical trial expense recognition if actual results differ from the estimates. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known at that time. Although we do not expect that our estimates will be materially different from amounts actually incurred, our understanding of status and timing of services performed relative to the actual status and timing of services performed may vary and may result in our reporting amounts that are too high or too low for any particular period. However, due to the nature of estimates, we cannot assure you that we will not make changes to our estimates in the future as we become aware of additional information about the status or conduct of our clinical trials.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.0 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.
55
TABLE OF CONTENTS
Results of Operations
Comparison of the Year Ended December 31, 2013 and the Year Ended December 31, 2012
The following table summarizes our consolidated results of operations for the years ended December 31, 2013 and 2012, together with the changes in those items in dollars and as a percentage:
 
 
 
 
Year Ended December 31,
 
 
 
 
 
 
 
 
2013
 
 
2012
 
 
Dollar change
 
 
Percent change
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grant revenue
 
 
$
6,581,072
 
 
$
7,297,701
 
 
 
(716,629
)
 
 
 
(10
)%
 
 
Cost of revenues
 
 
 
3,173,478
 
 
 
3,673,684
 
 
 
(500,206
)
 
 
 
(14
)%
 
 
Gross profit
 
 
 
3,407,594
 
 
 
3,624,017
 
 
 
(216,423
)
 
 
 
(6
)%
 
 
Operating expenses:
 
                    
 
Research and development
 
 
 
196,008
 
 
 
—
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
 
3,609,386
 
 
 
4,043,234
 
 
 
(433,848
)
 
 
 
(11
)%
 
 
Total operating expenses
 
 
 
3,805,394
 
 
 
4,099,234
 
 
 
(237,840
)
 
 
 
(8
)%
 
 
Loss from operations
 
 
 
(397,800
)
 
 
 
(419,217
)
 
 
 
(121,417
)
 
 
 
(27
)%
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
(300,432
)
 
 
 
(307,450
)
 
 
 
(7,018
)
 
 
 
(2
)%
 
 
Investment income
 
 
 
31,375
 
 
 
11,745
 
 
 
19,630
 
 
 
167
%
 
 
Rental income
 
 
 
1,641,365
 
 
 
1,877,445
 
 
 
(236,080
)
 
 
 
(13
)%
 
 
Other income
 
 
 
757,926
 
 
 
31,450
 
 
 
726,476
 
 
 
2342
%
 
 
Total other income (expense)
 
 
 
2,130,234
 
 
 
1,613,190
 
 
 
 
 
 
 
 
 
 
Income before income taxes
 
 
 
1,732,434
 
 
 
1,193,973
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
 
 
452,778
 
 
 
201,858
 
 
 
250,920
 
 
 
124
%
 
 
Net income
 
 
 
1,279,656
 
 
 
992,115
 
 
 
279,865
 
 
 
26
%
 
 
Less net income attributable to non-controlling interest
 
 
 
(647,415
)
 
 
 
(684,812
)
 
 
 
41,552
 
 
 
(5
)%
 
 
Net income attributable to Angion Biomedica
Corp.
 
 
$
632,241
 
 
$
307,303
 
 
 
321,417
 
 
 
104
%
 
 
Earnings per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic net income per share
 
 
$
10.33
 
 
$
5.02
 
 
 
 
 
 
 
 
 
 
Basic weighted average common shares
outstanding
 
 
 
61,200
 
 
 
61,200
 
 
 
 
 
 
 
 
 
Revenue
Grant Revenue.    For the year ended December 31, 2013, we recorded a total of $6,581,000 of grant revenue. For the year ended December 31, 2012, we recorded a total of $7,298,000 of grant revenue. The decrease of $717,000, or 10%, was due to a reduction in grant research and development costs in 2013 compared to 2012. The reduction was related to timing of the ending of certain grant funding periods and the starting of new projects funding, as well as the timing of certain costs incurred over the grant period (typically two to three years for an SBIR Phase II study) in the various projects. Specifically, the BB3 myocardial infarction revenue decreased because the project was paused due to insufficient patients enrolling in the 2013 studies, and the ANG-3070 project revenue increased because of the award of funding for further studies. While we have a similar number of new grant applications pending for fiscal 2014, the amount of awards is dependent upon the budgets and discretion of the NIH and other U.S. government agencies.
56
TABLE OF CONTENTS
Cost of Revenues.   For the year ended December 31, 2013, we recorded a total cost of revenues of $3,174,000. For the year ended December 31, 2012, we recorded a total cost of grant revenues of $3,674,000. The decrease of $500,000, or 14%, was due to a reduction in grant research and development spending in 2013 compared to 2012 related to the stopping and starting of grant periods as described above.
Operating Expenses
Research and development expenses (non-Federally funded).    For the year ended December 31, 2013, we recorded a total of $196,000 of research and development expense that were not grant-sponsored. For the year ended December 31, 2012, we recorded no research and development expense that were not grant-sponsored. The recorded amount for the year ended 2013 was research and development spending on a project that was not associated with a grant; it was related to the dermatology studies conducted for the ANG-3522 project that has been subsequently licensed to Ohr Cosmetics.
General and administrative expenses.    For the year ended December 31, 2013, we recorded a total of $3,609,000 of general and administrative expense. For the year ended December 31, 2012, we recorded a total of $4,043,000 of general and administrative expense. The decrease of $434,000, or 11%, was due to a reduction in indirect grant income, related to the ending and starting of grant funding periods as discussed above, in addition to changes in spending on non-reimbursable expenses. Further, in 2012, NovaPark did not receive the full-year benefits of the reduced real estate taxes under the Pilot Program as the Pilot Program went into effect in the fourth quarter of that year.
Other Income (Expense)
For the year ended December 31, 2013, we recorded a total of $300,000 in interest expense. For the year ended December 31, 2012, we recorded a total of $307,000 in interest expense. This expense is related almost entirely to the NovaPark mortgage. The decrease in $7,000, or 2%, was due to a reduced mortgage balance. The mortgage rate is fixed for the first seven years of the mortgage.
Investment income consists of interest earned on our cash and cash equivalents. For the year ended December 31, 2013, we recorded a total of $31,000 of investment income. For the year ended December 31, 2012, we recorded a total of $12,000 in investment income. We expect our interest income to increase following the completion of this offering as we invest the net proceeds from this offering pending their use in our operations.
For the year ended December 31, 2013, we recorded a total of $1,641,000 of rental income. For the year ended December 31, 2012, we recorded a total of $1,877,000 of rental income. The decrease of $236,000, or 13% was due to a decrease in NovaPark’s billing of real estate taxes through its participation in the Pilot Program.
For the year ended December 31, 2013, we recorded a total of $758,000 of other income. For the year ended December 31, 2012, we recorded a total of $31,000 in other income. The increase of $727,000, or 2342%, was primarily due to a New York State tax credit for the years 2009-2011 in the amount of $750,000, which was awarded and received in 2013. Further awards under this program are no longer available.
Income Tax Expense
For the year ended December 31, 2013, we recorded a total of $453,000 in income tax expense. For the year ended December 31, 2012, we recorded a total of $202,000 in income taxes expenses. Our effective tax rate for 2013 was 25% and, in 2012, was 16%. The effective rate is less than the expected statutory rate because of the impact of the income of NovaPark, which is not taxed at the corporate level since it is a limited liability company.
Non-controlling interest
Income attributable to the ownership that Dr. Goldberg and his family have in NovaPark is reflected as income attributable to non-controlling interest and amounted to approximately $647,000 and $685,000 in 2013 and 2012, respectively.
57
TABLE OF CONTENTS
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share
Dilutive common stock equivalents would include the dilutive effect of convertible securities, common stock options and warrants for common stock. Potentially dilutive common stock equivalents totaled approximately 3,775 shares for each of the years ended December 31, 2013 and 2012, respectively, to be adjusted for a recapitalization to be effective upon the close of this offering. Potentially dilutive common stock equivalents were excluded from the diluted earnings per share denominator for all periods because of their anti-dilutive effect. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same.
Liquidity and Capital Resources
Sources of Liquidity
Prior to this offering we have not raised any outside investor capital, and we have no outside debt other than the 2011 mortgage in the amount of $5.6 million guaranteed by us and Dr. Goldberg. All of our novel drug candidates under development and in discovery have been identified in-house, and were not in-licensed; as a result, we have no commitments to pay royalties or milestones to others. Since our inception through December 31, 2013, we have funded our operations principally with U.S. government grants and contracts. Grant funding funds 100% of direct research and development expenses in the approved budgets for each grant or contract, as well as allowable indirect costs used to support overhead expenses. Our current grant funding substantially expires in the summer of 2014, and therefore our ability to support our operating costs without additional grant funding and/or external financing, raise substantial doubt about our ability to continue as a going concern. We have applied for significant grant awards or renewals, however, there is no assurance that we will be successful in receiving such awards. In addition to the direct and indirect costs from grant support, we receive 7% of total direct and indirect of costs of the grant award, excluding subcontractor costs. Such fees can be used for any purposes, such as legal costs, intellectual property costs and other costs incurred by us.
As of December 31, 2013, we had cash and cash equivalents of $2,057,000 as compared to $1,404,000 as of December 31, 2012, representing an increase of $653,000, or 46%. As of December 31, 2013, we had working capital of $1,472,000 as compared to working capital of $960,000 as of December 31, 2012, representing an increase of $512,000. The increase in working capital was primarily the result of the tax credit received under the New York State Research and Development program in 2013.
Based on our current rate of cash outflows, cash on hand and proceeds from its grant programs, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital and capital expenditures into the summer of 2014. Proceeds from this offering will be used principally to continue or advance our clinical programs from Phase 2 to Phase 3 trials. We will not be able to commence new studies unless we receive the proceeds from this offering or grant or other funding. Further, if we do not receive such additional funding, we will be required to reduce our workforce and curtail certain projects.
We anticipate that we will 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 seek to obtain through a combination of equity offerings, debt financings, government or other third-party funding, commercialization, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. 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 bank accounts.
58
TABLE OF CONTENTS
Cash Flows.    The following table sets forth the significant sources and uses of cash for the periods set forth below:
 
 
 
 
Year ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
 
 
 
Operating activities
 
 
$
1,892,000
 
 
$
1,065,000
 
 
Investing activities
 
 
 
(67,000
)
 
 
 
(48,000
)
 
 
Financing activities
 
 
 
(1,172,000
)
 
 
 
(429,000
)
 
 
Net increase (decrease) in cash
 
 
$
653,000
 
 
$
588,000
 
Operating Activities.    Net cash provided by operating activities of $1,892,000 during the year ended December 31, 2013 was primarily a result of our net income of $1,280,000 and non-cash depreciation expense of $452,000. Net cash provided by operating activities of $1,065,000 during the year ended December 31, 2012 was primarily a result of net income of $992,115 and non-cash depreciation expense of $455,000, partially offset by a reduction in various liability accounts.
Investing Activities.    Net cash used in investing activities of $67,000 during the year ended December 31, 2013 was primarily a result of an investment made in Ohr Cosmetics, for which we own less than 1% of the membership units. Net cash used in investing activities of $48,000 during the year ended December 31, 2012 was primarily a result of capital expenditures.
Financing Activities.    Net cash used in financing activities of $1,172,000 during the year ended December 31, 2013 was primarily a result of payment of the NovaPark mortgage and cash distributions of $1,058,000. Net cash used in financing activities of $429,000 during the year ended December 31, 2012 was primarily a result of the NovaPark mortgage and distributions of $312,000.
Future Funding Requirements
To date, we have not generated any revenue from product sales. We do not know when, or if, we will generate any revenue from product sales. We do not expect to generate significant revenue from product sales unless and until we obtain regulatory approval and commercialize BB3 or any of our other product candidates. At the same time, we expect our expenses to increase in connection with our ongoing development activities, particularly as we continue the research, development and clinical trials of, and seek regulatory approval for, our product candidates. Upon the closing of this offering, we expect to incur additional costs associated with operating as a public company. In addition, once we complete Phase 3 trials and subject to obtaining regulatory approval for marketing of any of our product candidates, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. We anticipate that we will need substantial additional funding in connection with our continuing operations.
Contractual Obligations and Commitments
We are party to collaborative agreements with universities and other third parties. Certain university laboratories serve as subcontractors on our currently funded grants, and conduct research specified in the grant award that contributes to the objectives of our grant. These entities invoice us for the agreed-upon amounts in the grant application as approved in the respective grant’s Notice of Award. Included among these future obligations are clinical trial agreements in place or to be established with certain clinical testing sites, such as hospitals and clinics, to conduct human studies on BB3 described elsewhere in this prospectus. These entities invoice us for the agreed-upon amounts as approved in the respective grant’s Notice of Award, and are typically cancellable within thirty days of notice.
We enter into contracts in the normal course of business with CROs for clinical trials and clinical supply manufacturing and with vendors for preclinical research studies and other services and products for operating purposes, which generally provide for termination within thirty days of notice or less, and therefore are cancelable contracts and not included as contractual obligations and commitments.
59
TABLE OF CONTENTS
Mortgage.   In July of 2011, NovaPark entered into a mortgage note payable to a bank in the amount of $5,600,000. The note bears interest at a rate of 5.5% for the first seven years of the note and thereafter 275 basis points above the Federal Home Loan Bank of New York Index with a floor of 5.5%. The annual payments under the mortgage are shown in the table below. The loan contains a balloon payment of $3,855,000 that is due in July of 2023. The balances due as of December 31, 2013 and December 31, 2012 were $5,324,535 and $5,440,117, respectively.
The loan includes a provision that $650,000 of the proceeds must be applied to repair and replace certain mechanical and operating equipment as well as to provide for costs of tenant improvements. These provisions were partially completed by NovaPark during 2011 and 2012, the balance being reserved for the vacant area in the building, which is approximately $360,000 at December 31, 2013. The mortgage contains a covenant that NovaPark must maintain a loan to value ratio of 60% and a debt service coverage ratio of not less than 1.40 throughout the duration of the mortgage. NovaPark was in compliance with this covenant at December 31, 2013.
Rent/lease commitment.    We pay a monthly rent to our landlord, NovaPark. Because NovaPark is a variable interest entity and we are, from an accounting perspective, the primary beneficiary, we consolidate NovaPark into our financial statements. Our lease commitment to NovaPark is displayed below, but is eliminated in the consolidation of our financial statements. We also rent office space in a commercial building in Fort Lee, New Jersey, which we expect to extend after completion of this offering.
The following table sets forth the rent and mortgage commitments for next five years.
 
 
Year ended December 31,
 
 
Annual rent to
NovaPark*
 
 
Annual rent — 
Office, Fort Lee, NJ
 
 
NovaPark
mortgage payable
 
 
2014
 
 
$
891,615
 
 
$
     30,222
 
 
$
122,182
 
 
2015
 
 
 
922,822
 
 
 
 
 
 
 
129,172
 
 
2016
 
 
 
955,120
 
 
 
 
 
 
 
135,751
 
 
2017
 
 
 
988,549
 
 
 
 
 
 
 
144,328
 
 
2018
 
 
 
1,023,149
 
 
 
 
 
 
 
152,585
 
 
*
  • Eliminated in consolidation. The annual rent that Angion pays to NovaPark is subject to an annual adjustment as required by the U.S. government regulations with respect to federally funded rents paid to related parties. Such amounts are eliminated in the consolidation of these financial statements. We have agreed that, effective as of the completion of this offering, NovaPark will increase the rent that we are currently paying to be in line with comparable market rates, and that the proceeds from this offering will be used to pay any amounts in addition to what the NIH guidelines permit so as not to jeopardize our eligibility for NIH grants in the future.
Licenses with an Unaffiliated Hospital.    In 1998, we entered into an in-licensing agreement with an unaffiliated hospital for exclusive licenses to their intellectual property on the use of HGF and inhibitors thereof for certain medical uses. No payments to the hospital were associated with the maintenance of the license in the years ending December 31, 2013 and 2012. The license was terminated by us in January of 2014, as the underlying patent was approaching its end of term. No products were approved or marketed under these patents while the license was in effect.
In 2000, we entered into an in-licensing agreement with the unaffiliated hospital for exclusive licenses to its intellectual property on peptides and small molecules. Annual fees in the amount of $10,000 per year were payable to the hospital in the years ending December 31, 2013 and 2012. The license was terminated by us in January of 2014, and no longer met our clinical requirements. No clinical studies were conducted or products approved or marketed under these patents while the license was in effect.
60
TABLE OF CONTENTS
Internal controls and Procedures
As of December 31, 2013 and 2012, we concluded that there were material weaknesses in our internal control over financial reporting. A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis The material weaknesses that we identified related to a lack of segregation of duties, accounting for complex transactions, disclosure controls and expense cutoff. We have operated without full time employees in the finance area for a number of years, relying on the services of consultants to provide certain accounting and finance functions. If one or more material weaknesses persist or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected. Although remediation efforts are still in progress, management is taking steps to remediate the material weakness in our internal control over financial reporting, including the implementation of new accounting processes and control procedures and the identification of gaps in our skills base and expertise of the staff required to meet the financial reporting requirements of a public company. We have introduced procedures for proper management and control of payroll, accounts payable, treasury, equity and financial reporting, retaining third-party consultants to review our internal controls and to recommend improvements, and implementing improvements to the design and operation of internal control over financial reporting.
We will be required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by management over our internal control over financial reporting. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) until we are no longer an ‘‘emerging growth company.’’ We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing or any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are designed and operating effectively, which could result in a loss of investor confidence in the accuracy and completeness of our financial reports. This could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under Securities and Exchange Commission rules.
Recent Accounting Pronouncements
In June 2011, the FASB issued authoritative guidance related to the Presentation of Comprehensive Income. This standard eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The new GAAP requirements were effective for public entities for fiscal years beginning after December 15, 2011 and interim periods within that year, with early adoption permitted. The adoption of this standard did not have an impact to our financial statements.
In May 2011, the FASB issued amended guidance on fair value measurements. This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This accounting standard was effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard has not had a material impact on our financial position or results of operations.
61
TABLE OF CONTENTS
OUR BUSINESS
Overview
We are a clinical stage biopharmaceutical company established in 1998 to focus on the discovery and clinical development of novel therapeutic agents to treat acute and chronic organ injury by harnessing the body’s protective, reparative and regenerative systems. The therapeutic strategy we follow and pathways we target were selected to prevent or limit acute injury, to prevent or limit acute injury from evolving into chronic disease and to stabilize, and potentially even reverse, chronic disease. We believe that these treatment objectives address significant unmet medical need. Our clinical programs are currently focused on renal transplantation, acute kidney disease and acute cardiac disease.
One of the body’s powerful regenerative systems is mediated by a growth factor called hepatocyte growth factor, or HGF, which is responsible for activating repair pathways under adverse conditions to prevent cell death and cellular dysfunction, thereby having the potential to limit long-term organ damage following injury or acute disease. We have discovered and developed a small molecule that mimics HGF’s endogenous biological roles of blocking apoptosis (or programmed cell death) and activating regenerative pathways, which can be administered during the post-injury period to achieve a therapeutic effect. Our most advanced drug candidate, BB3, has demonstrated significant benefit in several preclinical models of acute and chronic disease and injury, and is currently in Phase 2 clinical trials for the treatment of delayed graft function, or DGF, in renal transplant recipients.
Renal transplantation is our gateway indication for BB3 in order to reach the market as quickly as possible. We believe that BB3 has the potential to change the paradigm in renal transplantation by improving graft function, reducing the need for post-transplant dialysis, reducing hospitalization time and costs, and increasing the number of successful transplants for a population where demand for available organs greatly exceeds supply. In fact, many potentially useful organs are discarded because of suspected poor quality and unsuitability for transplant. We believe that BB3 has the potential to increase the number of transplantable organs that are otherwise discarded.
BB3 also has the potential to prevent or limit cardiac damage after myocardial infarction, or MI, also known as a heart attack, based on studies in several preclinical models. A significant number of survivors of a heart attack have a poor prognosis because the acute damage to the heart progresses into congestive heart failure, a chronic disease, despite early interventional procedures. By blocking apoptosis (programmed cell death) and activating repair pathways, BB3 has the potential to preserve heart tissue, and to limit expansion of the injury and its deterioration into heart failure. We initiated a Phase 2 trial of BB3 in patients having an angioplasty procedure immediately post-MI, but this trial was paused because of the participation of a limited number of clinical sites, which resulted in inadequate patient recruitment. No safety issues were reported. This trial will be reactivated at additional sites in order to reach the recruitment target and to proceed with this indication following the present offering.
In preclinical models, BB3 has also been found to have the potential to prevent or limit acute kidney injury, or AKI, caused by toxins, including antibiotics, ischemia (i.e., the interruption or restriction of blood flow to tissues) and ischemia-reperfusion injury (i.e., tissue damage caused when blood supply returns to tissue after a period of lack of oxygen, which creates a condition in which the restoration of circulation results in inflammation and oxidative damage, rather than restoration of normal function). DGF in renal transplantation, as discussed above, is a special case of AKI that occurs in the donated, transported and then transplanted kidney. AKI occurs in approximately 7% of hospitalized patients, and significantly more often in critical care units, with high rates of progression to chronic kidney disease. Patients with compromised renal function placed on cardiopulmonary bypass are particularly susceptible to AKI. We expect to start a Phase 2 trial in this population in the next six to nine months, with the objective of demonstrating a significant reduction in the incidence of AKI in post-cardiac surgery patients with pre-existing compromised renal function.
Our pipeline also includes ANG-3070, a kinase inhibitor with antifibrotic activities, for the treatment of chronic kidney disease and systemic sclerosis (an autoimmune connective tissue disease). This novel compound shows preclinical promise in blocking activation of cellular pathways involved in extracellular deposition of matrix (a material produced in excess by injured tissues that causes organ dysfunction and fibrosis) and scar formation.
62
TABLE OF CONTENTS
In addition, we are conducting discovery studies to identify therapeutically useful, proprietary compounds that target specific cytochrome P450s, or CYPs. CYPs are a large and diverse family of enzymes, some of which are responsible for the detoxification of drugs and ingested toxins, and others which are responsible for the metabolism of endogenous substances such as steroids, vitamins and lipids. We discovered a novel core chemical structure and have the technical expertise to develop derivatives with a goal of tailoring selectivity and developing individual compounds that inhibit a specific CYP and, potentially, modulate the levels of specific endogenous metabolites in order to treat certain acute and chronic diseases. Potential therapeutic applications of such compounds would be for the treatment of fibrosis and breast cancer (CYP26), solid tumors, including prostate cancer (CYP17), and chronic kidney disease, hypertension and heart failure (CYP11B2), as well as for improving the appearance of aged, maturing skin (CYP26).
Also in the discovery phase is our relaxin program. Relaxin is a naturally-occurring peptide that acts systemically on cells and tissues to inhibit fibrosis (the process of excessive collagen deposition following injury and in certain diseases) which is also responsible for major organ failure. We have discovered novel peptides that mimic relaxin’s biological activities in research model systems, and we are also developing a controlled release delivery system for relaxin in order to optimize its biological activities and avoids the need for repeated dosing and intravenous administration. In developing these programs, we are focusing on preventing or limiting cardiac damage after MI and treating chronic kidney disease.
We have had the benefit of receiving peer-reviewed, competitive grants and contracts from the National Institute of Health, or NIH, and the National Science Foundation, or NSF, under the Small Business Innovation Research, or SBIR, program. Since our inception in 1998, we have received more than $55.0 million in grant and contract funding. SBIR funding may continue to support programs from discovery through Phase 2 clinical development, and we intend to continue to compete for these funds in the future to support our programs, especially those programs that are in the discovery stage.
Our corporate headquarters and research facilities are located at 51 Charles Lindbergh Boulevard, Uniondale, New York, and our telephone number is (516) 326-1200. We maintain a website at www.angion.com, to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission, or SEC, will be available free of charge through the website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained in our website does not constitute a part of this prospectus or our other filings with the SEC.
Our Strategy
We believe that there is a large unmet medical need and significant market opportunity for patient therapies that prevent or limit acute organ injury, prevent or limit acute organ injury from evolving into chronic disease, and stabilize, and even potentially reverse, chronic disease and organ damage. We believe that BB3, our other drug candidates, and compounds rising through our discovery programs will generate new medications that have the potential to transform the treatment of acute organ injury, and we strive to be the leader in improving the quality and quantity of life for large patient populations. Our principal corporate objective is the maximization of stockholder value by advancing BB3 through Phase 2 clinical development to Phase 3 in renal transplant within the next twelve months, with the goal of obtaining regulatory approval and, ultimately, commercialization. We also plan to continue and complete the multicenter Phase 2 of BB3 trial in MI, and to initiate clinical development of BB3 for AKI by either partnering or licensing out our intellectual property. These latter indications affect significantly larger populations than renal transplantation, for which we have an orphan drug designation from the FDA, and Fast Track designation for expedited regulatory review.
We are committed to applying our understanding of molecular modeling, medicinal chemistry and in vitro biology, as well as our expertise with multiple preclinical models of injury and disease to transform the lives of patients with acute and chronic debilitating and costly diseases and conditions. We also seek to support later-stage clinical development of our other clinical and preclinical candidates that we believe show significant potential to advance quickly to commercialization.
63
TABLE OF CONTENTS
The key elements of our strategy are to:
•
  • continue the clinical development of BB3 in renal transplantation, advancement into Phase 3 trials and prepare regulatory submissions to the FDA and EMA for approval;
•
  • continue BB3 Phase 2 trials in acute MI;
•
  • conduct Phase 2 clinical studies on BB3 for acute kidney injury, or AKI;
•
  • complete preclinical development of ANG-3070 for the treatment of chronic kidney disease and submit an IND to the FDA;
•
  • complete preclinical development of ANG-3281 for the treatment of liver fibrosis, and submit an IND to the FDA; and
•
  • continue discovery work on our CYP selectively targeted inhibitor platform and relaxin programs.
We plan to continue in-house the clinical development of BB3 in renal transplantation and advance it into Phase 3 trials and through to regulatory approval. We are, however, considering whether we will license out any of our other programs to partners that have the expertise and resources to commercialize approved drugs or advance drug candidates rapidly into the clinic and onto the market. Currently, we have licensed to Ohr Cosmetics LLC the dermatological use of CYP26 inhibitor ANG-3522 from our platform CYP inhibitor program.
During the years ended December 31, 2013 and 2012, we incurred $3.2 million and $3.7 million in direct research costs, respectively.
Disease Overview and Markets
Renal Transplantation
The increase in the incidence of diabetes, hypertension and metabolic syndrome has resulted in a dramatic rise in the incidence and prevalence of chronic kidney disease, or CKD. Regardless of the initiating factor, the major outcome of CKD is progression to end-stage renal disease. In the United States, kidney failure secondary to both acute and chronic causes is becoming increasingly common, with approximately 600,000 patients currently being treated for end-stage renal disease. Renal transplantation is the most effective and cost-efficient modality of renal replacement therapy. With approximately 16,500 transplants performed in the United States in 2012 (approximately 11,000 kidneys from deceased donors and approximately 5,500 from living donors), renal transplantation is also the most common organ transplant operation performed in the United States. Unfortunately, the number of kidneys available for organ donation has not increased to meet this need, and the gap between “available” kidneys and kidneys needed for transplantation continues to widen. In fact, there are currently over 99,000 patients “waitlisted” for kidneys. Although there is pressure to transplant “extended criteria donor kidneys,” meaning organs of suboptimal quality, most marginal kidneys are discarded rather than engrafted because of high incidence of DGF or primary non-function for renal transplant patients, leading to poor long-term outcome.
DGF is defined as the need for dialysis (the extracorporeal removal of waste products from the blood when the kidneys are in a state of renal failure) within seven days following transplantation. It is a frequent complication during the immediate post-operative period in renal transplantation, affecting up to 50% or higher of patients receiving kidneys from cadavers and approximately 6% of patients receiving kidneys from living kidney donors. Primary non-function is the failure of the engrafted kidney to produce urine. There are no current treatments for DGF or primary non-function for renal transplant patients, other than dialysis until the graft starts producing urine, or return to dialysis until a new kidney can be procured. A successful treatment that prevents or limits DGF has the potential to change the paradigm for renal transplant, which would result in the reduction or elimination of the need for dialysis after transplant surgery, reducing the duration of hospital stay and associated costs and improving the long-term function and survival of the transplant. Reduction in the incidence of primary non-function for renal transplant will reduce transplant failures.
64
TABLE OF CONTENTS
Moreover, a treatment that permits marginal organs to be successfully transplanted will increase the donor pool, reduce the number of end-stage renal disease patients awaiting transplant and reduce morbidity and mortality of dialysis patients who experience a high death rate from atherosclerosis and other diseases. Thus, an effective treatment for DGF would not only improve the outcomes of renal transplantation, but it would also have the potential to greatly increase the donor pool and help close the gap between recipient demand and donor availability.
To date, there is no approved therapeutic agent for DGF. We are also not aware of any other small molecule that mimics the biological effects of HGF in clinical trials for renal transplantation (or any other indication), nor any HGF protein or gene therapy product that is being tested for DGF. While other products are in clinical development for DGF, the mechanisms of action are different from that of BB3.
Myocardial Infarction
Among the many major organ injuries and diseases responsible for significant chronic illness, the prognosis for survivors of MI, or heart attack, can be dire. In the United States, prevalence of coronary artery disease, the leading risk factor for MI, is approximately 16 million, and Americans suffer an estimated 715,000 heart attacks annually; victims who reach an emergency room alive often survive as a result of immediate therapeutic and surgical modalities, such as stent placement and bypass surgery. Despite widespread adoption of these coronary reperfusion therapies, a significant number of patients still go on to develop progressive heart failure: life-altering decreases in functional capacity, life threatening arrhythmias and early death. The socioeconomic impact of MI is not just measured in the more than $100 billion lost in work and spent on the hospitalization and care of survivors, but also encompasses the loss of independence that occurs in these survivors. As the population ages and co-morbidities such as obesity, hypertension and diabetes become more prevalent, this enormous public health burden is likely to increase even further.
To date, there is no approved cardioprotective treatment for use as an adjuvant to reperfusion therapy. We are not aware of any other small molecule that has HGF-like activities, any HGF protein or HGF gene therapy in clinical trials for MI. While there are other products in clinical development for MI, their mechanisms of action are different from that of BB3.
Acute Kidney Injury
Acute kidney injury, or AKI, is characterized by a rapid reduction in kidney function resulting in a failure to maintain fluid, electrolyte and acid-base homeostasis. It covers a wide spectrum of disease, ranging from less severe forms of injury to more advanced injury when acute kidney failure may require renal replacement therapy. AKI can occur as a result of chemotherapy, antibiotic therapy, sepsis, major trauma, and hemorrhage, among others. Following cardiopulmonary bypass (“heart-lung machine”), the risk of AKI is approximately 30%. The incidence of AKI varies from 20% to 40% in critical care patients. In the United States, it is estimated that up to 7% of all patients who visit the hospital will experience AKI. Patients with uncomplicated AKI have a mortality rate of up to 10%. If renal replacement therapy is required, the mortality rate rises to as high as 80%. Even if AKI does not occur, there is evidence that patients who experience some degree of renal injury have a much higher incidence of subsequent chronic kidney disease.
The current treatment for AKI is mainly supportive in nature; no therapeutic modalities to date have shown efficacy in treating the condition. There are no approved therapeutic interventions for AKI regardless of origin, but other, competitive therapies include surgical procedures that do not put the kidneys at higher risk of injury, such as off-pump coronary bypass surgery, or CPB. However, on-pump CPB remains the cornerstone for the majority of patients requiring multiple vessel bypass, cardiac or aortic valve repair or replacement, aortic aneurysm repair and repair of large septal defects. Patients who survive AKI can progress to suffer from chronic kidney disease and ultimately end-stage renal disease, for which renal replacement therapy (dialysis or transplant) are the only treatments, yet both have excessive morbidities and mortalities themselves.
Overall, there are approximately one million new cases of AKI annually. As of 2011, more than 615,000 Americans are being treated for kidney failure, also called end stage renal disease, or ESRD. Of these, more than 430,000 are dialysis patients. In 2011, more than 92,000 patients died from causes related to kidney failure. In the intensive care unit, approximately two-thirds of the population develops AKI. BB3
65
TABLE OF CONTENTS
has the potential to be transformative in this significant patient population and reduce progression, morbidity and mortality substantially. Preclinical studies show that BB3 is effective when administered after injury.
The market opportunity for effective treatments for AKI is therefore large. There are a small number of industry drug trials in later stage development. Companies with an active AKI agent or program include AbbVie, Novartis, Thrasos Innovation, NephroGenex and AlloCure. We are, however, not aware of any other small molecule with HGF-like activities, HGF protein or HGF gene therapy in clinical trials for AKI. Thus, while other products are in clinical development for AKI, the mechanisms of action are different from that of BB3.
Chronic Kidney Disease
Chronic kidney disease, or CKD, as it occurs in both diabetic and non-diabetic kidney disease, is characterized by increasing proteinuria (a condition in which urine contains an abnormal amount of protein), declining functional kidney tissue mass and a concomitant decline in renal function. The current estimate is that, in the United States, approximately 26 million persons over 20 years of age have CKD. Over 100,000 persons reach end-stage renal disease every year, a stage that necessitates renal replacement therapy. For those patients on dialysis, the news remains grim: dialysis is a bridge towards transplantation, with five-year survival rates of less than 40%. The annual cost for treating kidney failure in the U.S. was approximately $48.2 billion in 2011.
In addition, recent clinical and experimental evidence suggests that metabolic syndrome, characterized by abdominal obesity, hyperglycemia, hypertension, hypertriglyceridemia and reduced high density lipoprotein levels, is a major risk factor for CKD. As a result of the current obesity and diabetes epidemics, approximately 34% of adults in the United States meet the criteria for metabolic syndrome. Thus, CKD may reach pandemic proportions.
Effective drug therapies for CKD are lacking. Current therapeutic strategies include changes in diet, life-style and/or medications to alleviate the underlying cause of disease. These approaches undoubtedly slow the progress of renal disease; however, they do not arrest the disease process or reverse established disease, as evidenced by the increasing need for renal replacement therapy. Further, few, if any, of these strategies aggressively target the molecular and cellular programs of fibrosis that drive CKD. A clinically viable antifibrotic and renal reparative strategy has significant potential to overcome CKD, and can serve as an effective adjuvant to currently practiced therapies.
Other diseases
Liver fibrosis.   Liver fibrosis is scar formation in response to chronic injury to the liver. Over time it can progress to cirrhosis, an end-stage, lethal disease. In 2010, number of discharges with chronic liver disease and cirrhosis as the first-listed diagnosis was approximately 101,000. Liver disease claimed approximately 32,000 lives that year. Liver fibrosis afflicts hundreds of millions of people worldwide and patients who die from end-stage liver disease in the United States are commonly afflicted with the hepatitis C virus. The World Health Organization anticipates that liver cirrhosis will continue to be a major global cause of mortality, and projects that, in 2030, more people in the world will die from liver cirrhosis than from other major diseases such as breast cancer or tuberculosis. These populations represent significant unmet need for efficacious treatments.
Breast Cancer.   A woman’s lifetime probability of developing breast cancer is one out of eight. Despite recent breakthroughs, breast cancer remains a devastating disease, with an estimated 226,870 new cases and 39,510 cancer deaths in the United States reported in 2012.
66
TABLE OF CONTENTS
Our Pipeline
We are developing therapeutics for both orphan indications and large clinical markets of unmet medical need. In addition to our BB3 program, we have preclinical discovery and development programs that modulate or harness other cellular pathways to limit acute organ injury and chronic disease. These programs are projected to add new clinical candidates to our pipeline. We believe that our product candidates offer innovative therapeutic approaches and may provide significant advantages relative to current therapies. The following table summarizes our product candidates and programs:
[MISSING IMAGE: t1400285_table1.jpg]
 
 
*
  • BB3 (under the name Refanalin) has been granted orphan designation by the FDA to improve renal function and prevent DGF following renal transplantation. BB3 was also granted Fast Track designation from the FDA, allowing for expedited regulatory review.
**
  • We believe that a Phase 1 trial will not be necessary for this indication because of the safety data already obtained on BB3 from other clinical trials. We intend to submit an IND for this indication in 2014.
Overview of BB3
HGF is responsible for activating repair pathways under adverse conditions to prevent cell death and cellular dysfunction. HGF is stored in numerous tissues throughout the body and participates in the regulation of blood vessel formation, tissue repair and regeneration, which reduces deposition of extracellular matrix. These biological effects of HGF are mediated by the binding of HGF to its cell surface receptor, called c-Met, which results in activation of downstream signal pathways and its positive biological effects. In preclinical models of renal and cardiac injury, c-Met levels in damaged cells increase starting several hours following injury and remain elevated for up to several days post injury. However, following injury, HGF levels peak early and decline within hours, thus reducing the opportunity to maximally activate the receptor. By administering a compound with HGF-like activity after the injury, we believe that we can take advantage of this expanded window for therapeutic intervention. Studies using BB3 in numerous animal models of injury and disease demonstrate that this window provides the opportunity for successful intervention up to 24 hours or longer. Our clinical trial designs are based upon this observation.
Our President and Chief Executive Officer, Dr. Itzhak D. Goldberg, conducted, along with his colleagues, studies on HGF that identified new and important biological activities that could be transformative in the treatment of acute organ injury if these and other properties of HGF could be safely and effectively delivered to patients. Our company was established with the goal of pursuing therapeutic applications of the HG-c-Met pathway and other strategies related to the treatment of acute and chronic organ injuries.
67
TABLE OF CONTENTS
A small molecule designed to mimic the bioactivity of HGF brings significant clinical advantage over protein or gene therapies with regard to manufacture, storage, safety and delivery. Using our drug discovery engine that employs rational drug design, medicinal chemistry and in vitro and in vivo discovery biology, we discovered several families of small molecule compounds that induce HGF-like biological activities. Among these compounds is our most advanced compound, BB3. BB3 is a small organic molecule (molecular weight of less than 500 daltons) that is manufactured by a straightforward, three-step, non-chiral synthesis. We have manufactured pharmaceutical-grade BB3 in accordance with cGMP requirements and conducted GLP compliant preclinical safety studies to support our clinical testing program. We have not observed any activity of BB3 on receptors other than c-Met, and the safety profile of intravenous BB3 dosing in GLP-compliant preclinical studies and in humans so far has not been associated with serious drug related adverse events. BB3 activates the HGF receptor, c-Met, and is effective in numerous preclinical models of acute organ injury of the kidney, heart, liver, lungs and other organs induced by toxins or interruption of blood flow, among other injuries. These positive results serve as the basis for pursuing BB3 in the clinic for acute injury to the kidneys and heart.
We have submitted four INDs on BB3 to the FDA, all of which have become effective. The nonclinical studies and clinical trials conducted or ongoing under these INDs are summarized below.
Phase 1 Safety and Pharmacokinetics Studies in BB3
During 2007 and 2008, we conducted a first-in-human clinical trial on BB3 using intravenously-administered BB3 in order to evaluate safety and pharmacokinetics (i.e., the study of the bodily absorption, distribution, metabolism and excretion of drugs) in healthy volunteers. Thirty subjects were enrolled in the double-blind, placebo-controlled, single infusion, dose escalation study at Mount Sinai Medical Center in New York, New York, and Dedicated Phase I in Phoenix, Arizona. A comprehensive safety evaluation protocol was followed, including continuous cardiac monitoring. All data were found to be within normal limits, and there were no clinically significant cardiac events or other abnormalities. No dose limiting toxicity was observed, and BB3 was well-tolerated. In the highest dose group, some volunteers noted transient metallic taste that disappeared at the end of the BB3 infusion.
In 2008, a Phase 1 pharmacokinetics and safety trial in stable adult hemodialysis patients was conducted using intravenously administered BB3 in patients with severe renal impairment. Because renal transplant recipients with a non-functioning transplant are similar with regard to renal status to renal failure patients on dialysis, this patient population allowed us to determine whether dose adjustment would be necessary in transplant recipients, as well as in renally-impaired patients in other planned AKI studies. Five patients were enrolled at the Rogosin Institute in New York, New York, and were administered two infusions of BB3, one infusion immediately prior to a dialysis session (on-dialysis), and one infusion 24 hours after a dialysis session (off-dialysis). BB3 was well-tolerated without drug-related adverse events or serious adverse events, and the plasma pharmacokinetic profiles of BB3 were not substantially different between renally impaired patients and healthy subjects, or between on-dialysis and off-dialysis treatments. These results suggest that a dose adjustment would not be necessary in transplant recipients.
From 2010 to 2012, a Phase 1 safety, tolerability and pharmacokinetic trial was conducted using single and repeat IV infusions of BB3 in patients with liver fibrosis. This clinical trial was designed to assess whether BB3’s pharmacokinetics would be altered in patients with liver impairment, and was conducted at Beth Israel Deaconess Medical Center in Boston, Massachusetts. Five patients were enrolled and administered with BB3; three patients completed the study and two dropped out due to adverse events unrelated to BB3. No safety concerns were reported. Because of new curative protocols for hepatitis C virus infection that became available during this trial, the site had difficulty finding additional patients, and the trial was closed. Nonetheless, the available data indicates that the BB3 plasma levels in liver impairment increases by three-fold compared with normal volunteers, and suggests that a dose adjustment (reduction) may be necessary in patients with chronic liver disease.
Additional safety data on BB3 was obtained from a 48-subject trial using oral dosing. During 2010 and 2011, we conducted a single-blind, placebo-controlled Phase 1 trial of BB3 administered orally as single doses and five repeat daily doses in healthy volunteers at Dedicated Phase I in Phoenix, Arizona, and Clinical Pharmacology of Miami in Florida. No safety concerns were reported from this trial. Although our current focus is on acute indications using intravenously administered BB3, we may extend our clinical program on oral BB3 in the future.
68
TABLE OF CONTENTS
Phase 2 Clinical Studies in BB3
Two multi-center Phase 2 trials are currently ongoing in renal transplant recipients. In 2012, we initiated a Phase 2 study in MI patients, which, after enrolling five patients, was paused due to slow enrollment. No drug-related adverse events were reported. We expect to resume this trial using a portion of the proceeds from this offering at additional sites in order to reach the recruitment target and to proceed with this indication.
The FDA has granted us orphan drug designation for the use of BB3 under the name Refanalin​® to improve renal function and prevent DGF following renal transplantation. We were also granted Fast Track designation from the FDA, allowing for expedited regulatory review for the same indications. Two double-blind, placebo-controlled Phase 2 trials are underway in the United States and European Union. Once these trials are completed, we intend to move BB3 rapidly into Phase 3 testing.
Phase 2 trial on the efficacy of BB3 in treating DGF in renal transplant patients in the United States.
This safety and efficacy trial was designed to evaluate the effect of BB3 on improving renal function in patients who have undergone renal transplantation, have signs and symptoms of significant renal injury and are candidates for post transplantation dialysis. The study is ongoing at several sites in the United States: the University of Maryland Medical Center in Baltimore, Maryland; The Methodist Hospital Research Institute in Houston, Texas; University of Buffalo in Buffalo, New York; and Georgetown University in Washington, D.C.; we plan to add the California Institute for Renal Research in San Diego, California, as an additional site in the second quarter of 2014. A total of thirty patients are to be enrolled. Transplant recipients with low or no urine output are randomized to receive placebo or BB3, administered daily by a ten-minute intravenous infusion for three days, starting within 36 hours of transplant. The primary endpoint is mean time until production of one liter of urine in 24 hours, and the secondary endpoints are renal function assessed by creatinine clearance and serum creatinine, number of dialysis sessions required, total daily urine output, incidence of DGF, number of acute rejection episodes and length of hospitalization. The objectives of the trial are to assess the effects of BB3 on renal function, increased morbidity, length-of-hospital-stay and cost of DGF and, in the long term, the effects of BB3 on graft viability and function, rejection, the need for re-transplantation and mortality. Completion of patient dosing, final assessments and unblinding of the trial results are is anticipated to occur in October 2014.
Phase 2 trial on the efficacy of BB3 in treating DGF in renal transplant recipients in the European Union: a paired donor study.
This safety and efficacy trial of BB3 in renal transplantation was designed to engraft both kidneys from a donor with poorer quality kidneys (“marginal kidneys” or “expanded criteria donor kidneys”) into two recipients in the same hospital, one of whom receives BB3 and the other placebo. This 30-patient trial is ongoing in the European Union, where the paired-donor design is feasible, at the Clinical Trial Center Maastricht B.V. in Maastricht, The Netherlands, and at The Freeman Hospital, Newcastle-upon-Tyne, United Kingdom. We are planning a third site at the Hospital Clinico San Carlos in Madrid, Spain, and plan to start recruiting in April 2014. In this study, BB3 is administered intravenously by a ten-minute infusion, once daily for four days starting six to nine hours post-transplantation. The primary endpoint is renal function assessed by creatinine clearance, and the secondary endpoints are serum creatinine, number of dialysis sessions required, mean total daily urine output, incidence of DGF, number of acute rejection episodes and length of hospitalization. Donors in this trial overall may have up to 90% incidence in “expanded criteria donor kidneys.” This trial is also intended to demonstrate successful transplant of marginal kidneys that would usually be discarded. Completion of patient dosing, final assessments and unblinding of the trial results are is anticipated to occur in October 2014.
Following the unblinding and analysis of the two Phase 2 trials described above, we plan to meet with the FDA for an end-of-Phase-2 meeting and discuss the proposed protocol for a pivotal Phase 3 trial for registration, as well as any remaining studies that may have to be conducted before submitting an NDA. Our chemistry, manufacturing and controls, or CMC, plans will also be discussed during this meeting, such that we can reach agreement on the BB3 and formulation manufacturing data packages. We anticipate starting Phase 3 trials in 2015.
69
TABLE OF CONTENTS
BB3 Clinical Program in Myocardial Infarction
We initiated a double-blind, placebo-controlled Phase 2 trial in patients undergoing angioplasty following an MI with a principal investigator at Yale University Medical Center in New Haven, Connecticut, under support of an NIH clinical grant. Subsequently, an additional site was added: Minneapolis Heart Institute Foundation in Minneapolis, Minnesota. Primary outcome measures are reduction in infarct size at six months, and degree of late ventricular remodeling at six months; secondary endpoints include cardiac markers, cardiac functional analysis, mortality and other measurements of heart function and quality of life. Eighty patients were to be enrolled, and the effect of four daily doses of BB3 or placebo was to be evaluated when administered within six hours of the onset of persistent symptoms of MI. However, funding ended for the trial after five subjects were dosed. A senior member of the Yale cardiology department subsequently applied independently for grant funding to continue the trial, which is currently under review at the NIH.
We intend to restart this trial upon completion of this offering and include multiple sites in order to complete enrollment within 18 months after resuming the trial and unblinding of the trial results after the last (six-month) assessment of the last patient to complete the study by the second half of 2016.
We will need to obtain financing in addition to the funds to be raised from this offering in order to continue clinical trials in MI into Phase 3 trials. Alternatively, we may seek a partner to co-develop BB3 for this indication.
BB3 Clinical Program in Acute Kidney Injury
BB3 offers several advantages as a potential therapeutic agent for the treatment for patients with AKI. We are not aware of any approved therapeutic interventions for AKI. Our studies in several preclinical models of kidney injury caused by ischemia, toxins and obstruction of the ureter have demonstrated that BB3 has therapeutic effects on preventing or limiting acute renal damage. Data shown from our renal models in different animal species demonstrated the return of urine production and normalization of serum creatinine and BUN (blood urea nitrogen) levels when BB3 was administered 24 hours after injury. These effects were confirmed in a large animal study conducted at a major academic research laboratory.
Building on the safety data already collected on BB3 administered by intravenous, or IV, infusion in our Phase 1 trials, we plan to conduct a two-part Phase 2 trial in which patients, after onset of AKI following cardiac surgery requiring cardiopulmonary bypass (“on pump”). The first part of the proposed trial is a double-blind, placebo-controlled, randomized, safety and pharmacokinetic trial in eight patients who experience AKI within three days following heart surgery. Patients will be administered a single dose BB3 or placebo by IV infusion within 12 hours after diagnosis of AKI. Safety and renal function will be assessed, and the blood levels of BB3 will be determined in order to select the appropriate dose level for the second part of the study, which has a similar design but provides repeat dosing of BB3. In the second part of the proposed trial, sixty patients with AKI following on-pump open heart surgery will be administered three daily infusions of BB3 or placebo, in a double-blind study design. Renal function as well as safety parameters will be recorded at various times up to 90 days after BB3 administration. From this trial, we intend to obtain evidence that BB3 is efficacious as a therapy for AKI. Once this milestone is achieved, additional patients will be added in an expanded trial with the same study design.
We anticipate submitting an IND for this Phase 2 trial in the second quarter of 2014, which we believe will take 18 to 24 months to complete, and expect that we will need to obtain financing in addition to the funds to be raised from this offering in order to continue this trial into Phase 3. Alternatively, we may seek a partner in the cardiovascular space to co-develop BB3 for this indication.
ANG-3070 (Kinase Inhibitor) as a Preclinical Development Candidate for Chronic Kidney Disease
Our experience on the causative mechanisms and potential therapeutic interventions in kidney disease, our expertise with multiple and etiologically distinct renal injury and disease models of CKD as well as our clinical program in renal transplantation led us to explore additional pathways that could be successfully targeted to avert or limit the progression of AKI into CKD. Activation of pathways that lead to organ failure as a consequence of excessive fibrosis are often triggered by cellular receptors that respond to
70
TABLE OF CONTENTS
abnormally elevated levels of growth factors. These cell surface receptors are receptor protein kinases that when activated trigger a cascade of intracellular protein activation, ultimately reprogramming the cell to produce extracellular material that is the hallmark of fibrosis.
Focusing on these receptors as targets for selective inhibition by a single compound, we discovered a class of novel kinase inhibitors with ANG-3070, an orally bioavailable small molecule, as the most advanced compound. ANG-3070 was tested in preclinical renal injury models both alone and in combination with current standard-of-care therapy. We showed that ANG-3070 is efficacious in a rodent renal injury model when used alone. In this model, standard-of-care therapy showed limited benefit but the inclusion of ANG-3070 normalized renal function. ANG-3070 also has shown anti-fibrotic activity in several other models of organ fibrosis, including the lung and skin. To our knowledge, ANG-3070 is the only orally bioavailable inhibitor that has shown to have therapeutic benefit when used in combination with standard therapy in CKD. No adverse dose-limiting toxicity has been observed to date in non-GLP studies conducted in rodents at our facility.
We intend to advance ANG-3070 through preclinical development using a portion of the proceeds from this offering, in order to submit an IND to the FDA for first-into-human trials within 18 months following the completion of this offering.
Our CYP Inhibitor Platform
Through molecular modeling and rational drug design, we have built a proprietary platform to create highly specific libraries of CYP inhibitors. Cytochrome P450 enzymes, or CYPs, are a large and diverse family of enzymes, which include enzymes responsible for the metabolism of drugs and ingested toxic substances, as well as other enzymes responsible for the metabolism of endogenous substances such as steroids, vitamins and lipids. We have discovered a novel core chemical structure and the technical expertise to modify and tailor a compound’s selectivity to inhibit a specific CYP and modulate the levels of specific endogenous compounds. This provides us with the opportunity to target multiple pathways for treating different diseases.
CYP26 Inhibitors.   Our most advanced CYP inhibitor compounds selectively and potently inhibit CYP26, which is responsible for degrading vitamin A metabolites such as all-trans retinoic acid, or ATRA, the biologically most active form of vitamin A. By inhibiting CYP26, endogenous levels of ATRA can be elevated, which is therapeutically useful in a number of conditions and diseases, such as cancer (including leukemia and solid tumors), inhibiting fibrosis and preventing damage to the skin. Elevating ATRA levels by oral or topical ATRA administration is frequently associated with toxicity.
We have identified potent and selective orally bioavailable CYP26 inhibitors for potential applications in major organ damage, such as liver fibrosis, and certain cancers. Compound ANG-3281 inhibits liver fibrosis, and we plan to advance this compound through preclinical development and submit an IND to conduct first-in-human trials. ANG-3281 also inhibits tumor growth in several preclinical models of breast cancer.
ANG-3522 was developed as a potential cosmetic ingredient for improving the appearance of aged, mature and sun-damaged skin, and the dermatological uses of ANG-3522 have been licensed to Ohr Cosmetics LLC. ANG-3522 has undergone skin irritation studies as a cosmetic formulation, and the compound was shown to be non-irritating. Ohr Cosmetics plans to start evaluating ANG-3522 for improving the appearance of skin in subjects with sun damage in mid-2014.
CYP11B2 Inhibitors.   We have also discovered inhibitors of CYP11B2, also called aldosterone synthase. Inhibitors of aldosterone synthase reduce serum aldosterone levels, which plays a key role in the pathology of hypertension, heart failure and CKD. We are exploring the efficacy of our CYP11B2 inhibitor as a potential treatment in patients with CKD that is resistant to standard of care therapies that often do not remain effective over time.
CYP17 Inhibitors.   We have also identified potent small molecule inhibitors of CYP17, a key enzyme involved in testosterone biosynthesis. Since the majority of prostate cancers critically depend on androgens such as testosterone for growth, androgen deprivation therapy is a frontline treatment for advanced prostate cancer. We are exploring the potential of our CYP17 inhibitors in preclinical models of prostate cancer.
71
TABLE OF CONTENTS
Our Relaxin Programs
A recently completed Phase 3 clinical trial of relaxin (serelaxin) conducted by Novartis showed efficacy in patients with acute heart failure, and is currently under consideration for marketing approval. Because of its very short half-life in vivo (minutes), relaxin had to be administered intravenously and continuously over two days. Because these patients were hospitalized and the indication was acute, this form of administration was feasible. However continuous IV administration is highly impractical in ambulatory patients with chronic disease. A controlled release delivery system for relaxin would expand its indications.
We are also developing a controlled-release relaxin platform for the treatment of inflammation-driven chronic fibrotic diseases. Relaxin is encapsulated into biodegradable particles of a salicylate-based polymer for subcutaneous administration, where degradation of the polymer will release two active agents: relaxin, which exerts anti-fibrotic activity, and salicylic acid, an anti-inflammatory compound. Potential indications are acute heart failure following heart attack, renal failure, and pulmonary fibrosis. Our extended delivery platform for relaxin also provides a new means to achieve the efficacy of relaxin in an ambulatory patient population. It also reduces the amount of relaxin needed for a course of therapy by adjusting the release to avoid administering peptide at levels that would be degraded, thereby reducing cost of goods.
Even with a subcutaneous, controlled-release delivery system for human relaxin, relaxin is a two-chain peptide that is difficult and expensive to manufacture and maintain in a stable form. A proprietary relaxin mimetic would provide better characteristics than the original biologic, including the ability for subcutaneous administration or even delivery by nasal, pulmonary or oral routes.
We have conducted molecular modeling studies on relaxin and its receptor and identified novel peptides that exhibit relaxin-like activity, and are less costly to manufacture than relaxin. Our most advanced relaxin mimetic peptide, ANG-4011, is at the discovery stage for potential treatment of CKD and liver fibrosis, as well as to prevent or limit adverse cardiac remodeling following acute MI. We are conducting further evaluation of ANG-4011 with the intention to advance it into preclinical development in the near future.
There are no relaxin mimetics approved for marketing, and we are not aware of any in clinical development. Our short-length relaxin mimetic peptides, such as ANG-4011, provide multiple advantages, including a significantly lower cost of goods and shorter production periods compared to recombinant human or chemically synthesized relaxin. A relaxin mimetic can address the same markets as the controlled delivery system described above, with the added potential for non-injectable delivery, by which the available patient population can be significantly expanded.
Intellectual Property
The proprietary nature of, and protection for, our product candidates, processes and know-how are important to our business. We have sought patent protection in the United States and internationally for our small molecule compounds that have HGF-like activities (including BB3), our CYP inhibitors (including ANG-3522 and ANG-3281), our kinase inhibitors (including ANG-3070), and our relaxin mimetic peptides (including ANG-4011). Our patent strategy is broad, as we seek to protect our product candidates as well as analogues of these compounds. We seek composition of matter, pharmaceutical compositions and related method claims, including methods of use claims where patentable, both in the United States and in major countries of the world for each of these types of small molecule compounds, and will add others of interest as they arise in our discovery programs. Our policy is to pursue, maintain and defend patent rights in order 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.
Depending upon the timing, duration and specifics of FDA marketing approval of BB3 and our other product candidates, if any, one or more of our United States patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. We also may be eligible for similar restoration of our European patents under supplementary protection certificate rights.
72
TABLE OF CONTENTS
Our commercial success will depend in part on obtaining and maintaining patent protection and/or trade secret protection of our current and future product candidates, including of methods used to develop, manufacture, formulate, and/or use them; our commercial success may also depend in part on our ability to successfully defend our patent and/or trade secret rights against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing our products may depend on the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities. 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 product candidates, discovery programs and processes. Additionally, we cannot be certain that we will always be able to establish sufficient ownership rights to ensure complete or necessary control over our intellectual property rights as required in order to obtain, maintain, and/or enforce them. For these and more comprehensive risks related to our intellectual property, please see “Risk Factors — Risks Relating to Our Intellectual Property.” The dates provided below for terms of United States and foreign patents assume in all cases that claims issue that cover a company’s marketed compound or composition, and that the appropriate maintenance, renewal, annuity, or other governmental fees are paid to maintain the patent in force for the full extent of its term and any extension thereof.
BB3
The patent portfolio for BB3 contains patents and patent applications directed to pharmaceutical compositions and associated methods, including methods of use. The patent portfolio for BB3 analogues contains patents and patent applications directed to compositions of matter, pharmaceutical compositions and associated methods, including methods of use. As of December 31, 2013, we owned four United States patents, one pending United States patent application and corresponding foreign patents and patent applications in this area. One of the U.S. patents and patents in Australia, China, Europe and Israel cover pharmaceutical compositions comprising BB3. A foreign patent covering BB3 analogues has also been granted in India. Patent applications are pending in Canada and Hong Kong. Divisional applications are pending in Europe and Japan. The granted European patent has been validated in the following European countries: Denmark, France, Germany, Great Britain, Hungary, Ireland, Italy, Luxembourg, Monaco, Netherlands, Sweden and Switzerland/Liechtenstein.
We have issued claims to pharmaceutical compositions containing BB3 and methods of use that should remain in force, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, in the United States between 2023 and 2024, and in the rest of the world until 2023. Other patents and applications claiming analogues of BB3 are anticipated to expire between 2023 and 2024. Under the Hatch-Waxman Act, a patent restoration term of up to five years in the United States may be available. We also may be eligible for similar restoration of our European patents under supplementary protection certificate rights.
BB3 Formulation
An aqueous formulation of BB3 and analogues of high solubility suitable for intravenous administration is the subject of claims in a patent application filed in the United States, Canada, China, Europe, Hong Kong, India, Israel and Japan, that if issued with claims that cover the marketed product, should provide patent protection until 2029, assuming payment of all appropriate annuities and/or maintenance fees.
BB3 Intermittent Dosing
We discovered that less frequent than daily administration of BB3 and analogues provides efficacy in preclinical models, and methods of use claims for this purpose were filed in the United States, Australia, Canada, Europe, Israel and Japan. If a patent issues with claims that cover the marketed product’s dosing regimen, it may be able to provide patent protection until at least 2031, assuming payment of all appropriate annuities and/or maintenance fees.
73
TABLE OF CONTENTS
Use of BB3 and analogues in COPD and Scleroderma
We have issued United States patents on the use of BB3 and analogues for the treatment of chronic obstructive pulmonary disease, or COPD, and scleroderma, which expire in 2028 and 2029, respectively. Scleroderma is a disease that involves the buildup of scar-like tissue in the skin. It also damages the cells that line the walls of the small arteries.
Kinase Inhibitor Program
Compound, pharmaceutical composition and methods of use claims to our kinase inhibitors is covered in an international patent, or PCT, application filed in 2013 under the Patent Cooperation Treaty which, if claims issue covering marketed compound(s), could provide patent protection until 2033, assuming payment of all appropriate annuities and/or maintenance fees. We intend to file this application in the same foreign countries as our other composition of matter patent applications.
CYP Inhibitor Program
We have sought broad patent coverage for our CYP26 inhibitor program. Compounds for inhibiting CYP26 are protected in an issued patent and in pending patent applications. The issued United States patent will expire in 2031, assuming payment of all appropriate annuities and/or maintenance fees. Patent applications are pending in Australia, Canada, China, Europe, Israel, India and Japan. We also intend to file for worldwide protection of a new series of CYP26 inhibitors, which could have patent protection until 2035.
Relaxin Mimetics Program
A PCT patent application covering ANG-4011 and related relaxin mimetic peptide compounds, pharmaceutical compositions and methods of use is pending. United States and foreign patents that may issue from this application have the potential to provide protection until 2033, assuming payment of all appropriate annuities and/or maintenance fees.
Relaxin Controlled Delivery
We have a Collaboration Agreement with a major research university on research on a controlled drug delivery technology that includes relaxin or a relaxin-like compound. Under the terms of the agreement, each party owns all Project Intellectual Property that is discovered or invented by its employees and, subject to any rights held by the government, we retain the option to exclusively license and commercialize the Project Intellectual Property owned by the research university.
“Project Intellectual Property” means the legal rights relating to discoveries, inventions, patent applications, patents, copyrights, trademarks, mask works, and computer software made under the terms of the agreement.
We will apply for patent protection for any combination product or products we develop from this collaboration.
Other Intellectual Property
In addition to the intellectual property covering the compounds, compositions and methods relating to of our main programs described above, we also have an issued patent and pending patent applications on other programs, such as several families of poly (ADP-ribose) polymerase (or PARP) inhibitor compounds issued and pending in the United States, the use of a certain genus of CYP26 inhibitors in chronic obstructive pulmonary diseases (United States only) and enhancement of cellular transplantation using BB3 and analogues (United States only). A U.S. provisional and PCT applications are pending on peptide relaxin mimetics, including combinations and methods of use for treatment of various conditions and diseases. We also have intellectual property relating to lysophosphatidic acid A1 (or LPA1) receptor antagonists which is pending in a PCT application.
74
TABLE OF CONTENTS
License, Collaboration and Other Agreements
License with Ohr Cosmetics, LLC.   In November 2013, we entered into a license agreement with Ohr Cosmetics, LLC. Under the terms of the License Agreement, we granted an exclusive worldwide license, with the right to sublicense, for the use of our CYP26 inhibitor ANG-3522 in dermatological products. We will be reimbursed for patent and legal costs related to the license, a royalty on gross revenues of products incorporating ANG-3522, and milestone payments based on achievement of gross revenues milestones.
Licenses with an Unaffiliated Hospital.   In 1998, we entered into an in-licensing agreement with an unaffiliated hospital for exclusive licenses to their intellectual property on the use of HGF and inhibitors thereof for certain medical uses. No payments to the hospital were associated with the maintenance of the license in the years ending December 31, 2013 and 2012. The license was terminated by us in January of 2014, as the underlying patent was approaching its end of term. No products were approved or marketed under these patents while the license was in effect.
In 2000, we entered into an in-licensing agreement with the unaffiliated hospital for exclusive licenses to its intellectual property on peptides and small molecules. Annual fees in the amount of $10,000 per year were payable to the hospital in the years ending December 31, 2013 and 2012. The license was terminated by us in January of 2014, and no longer met our clinical requirements. No clinical studies were conducted or products approved or marketed under these patents while the license was in effect.
Collaboration Agreement.   We have a Collaboration Agreement with a major research university on research on a controlled drug delivery technology that includes relaxin or a relaxin-like compound. Under the terms of the agreement, each party owns all Project Intellectual Property that is discovered or invented by its employees and, subject to any rights held by the government, we retain the option to exclusively license and commercialize the Project Intellectual Property owned by the research university.
Manufacturing
We do not own or operate manufacturing facilities for the production of any of our product candidates, nor do we have plans to develop our own manufacturing operations in the foreseeable future. We currently rely on one third-party contract manufacturer for all of our required raw materials, active pharmaceutical ingredient, or API, and finished drug product for our preclinical research and clinical trials, including the Phase 2 trial for BB3 for the treatment of DGF in renal transplant. We believe that we would be able to contract with another third-party contract manufacturer to obtain API if our existing source of API was no longer available, but there is no assurance that API would be available from another third-party manufacturer on acceptable terms, on the time frame that our business would require, or at all. We do not have long-term agreements with our existing third-party contract manufacturer. We also do not have any current contractual relationships for the manufacture of commercial supplies of any of our product candidates if they are approved. As BB3 and our other product candidates continue to progress towards potential regulatory approval, we intend to enter into agreements with a third-party contract manufacturer and one or more back-up manufacturers for the commercial production of those products. Development and commercial quantities of any products that we develop will need to be manufactured in facilities, and by processes, that comply with the requirements of the FDA and the regulatory agencies of other jurisdictions in which we are seeking approval. We currently employ internal resources to manage our manufacturing contractors.
Sales and Marketing
We currently have no marketing, sales or distribution capabilities. In order to commercialize any of our product candidates, we must develop these capabilities internally or through collaboration with third parties. In selected therapeutic areas where we feel that our product candidates can be commercialized by a specialty sales force that calls on a limited and focused group of physicians, we may plan to participate in the commercialization of our product candidates in the United States. In therapeutic areas that require a large sales force selling to a large and diverse prescribing population, we may elect to commercialize through, or in collaboration with, strategic partners. We may choose to commercialize our products in markets outside of the United States by establishing one or more strategic alliances in the future.
75
TABLE OF CONTENTS
Competition
The biopharmaceutical industry is characterized by intense competition and rapid innovation. Although we believe that our product candidates offer innovative therapeutic approaches and may provide significant advantages relative to current therapies in the treatment of acute organ damage and our other therapeutic areas, our competitors may be able to develop other compounds or drugs that are able to achieve similar or better results. Our potential competitors include major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. We believe the key competitive factors that will affect the development and commercial success of our product candidates are efficacy, safety and tolerability profile, reliability, convenience of dosing, price and reimbursement.
Our most advanced product candidate, BB3, is currently being developed for improving the outcome of renal transplantation by preventing or limiting DGF, which necessitates dialysis and prolonged hospital stays. BB3 is also being pursued for MI and acute kidney injury. Although there currently are no other drugs approved for DGF, Opsona Therapeutics is pursuing the same indication, and there may be other companies with candidates in development. Thrasos Innovation and AlloCure are pursuing acute kidney injury indications, and NephroGenex is pursuing chronic renal disease. These approaches address mechanisms of action than are different from BB3. BB3 is a small molecule that has similar biological activities of HGF. We are not aware of any other companies pursuing a small molecule that mimics HGF’s activities in the clinic. Trials in critical limb ischemia patients using HGF DNA plasmid (i.e., gene therapy) have been conducted by the company AnGes MG. We are not aware of the status of their program.
Our proposed use of kinase inhibitor ANG-3070 is to treat chronic kidney disease. We are not aware of other companies pursuing this indication, but other companies have reported kinase inhibitors under development for other indications.
We are not aware of any programs in which selective CYP26 inhibitors are currently being evaluated in the clinic for organ fibrosis or cancer indications. Our orally bioavailable and selective CYP26 inhibitors are therefore unique and without direct competition in these therapeutic areas. Liarozole and talarozole, compounds that are less selective and potent than our proprietary compounds, have shown benefit in models of ichthyosis and have received orphan drug status in the United States and Europe, respectively, for the treatment of ichthyosis by oral administration. Ichthyosis is also one of the indications we are pursuing for our CYP26 inhibitors. By using more selective compounds optimized for topical application, we expect to favorably compete with other programs by improving the appearance of the skin, while not eliciting topical or systemic adverse effects.
Our discovery stage programs on relaxin mimetic peptides and the relaxin delivery address large patient populations for which other companies have marketed products and investigational products are under development.
Government Regulation and Product Approval
Governmental 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, labeling, packaging, promotion, storage, advertising, distribution, marketing and export and import of products such as those we are developing. Our product candidates must be approved by the FDA through the NDA process, and a new biologic must be approved by the FDA through the biologics license application, or BLA, before it may be legally marketed in the United States and will be subject to similar requirements in other countries prior to marketing in those countries. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.
United States Government Regulation
NDA and BLA Approval Processes
In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and in the case of biologics, also under the Public Health Service, or PHSA, and implementing
76
TABLE OF CONTENTS
regulations. The process of obtaining regulatory approvals and 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 or approval process, or after approval, may subject an applicant to administrative or judicial sanctions, any of which could have a material adverse effect on us. These sanctions could include:
•
  • refusal to approve pending applications;
•
  • withdrawal of an approval;
•
  • imposition of a clinical hold;
•
  • warning letters;
•
  • product seizures;
•
  • total or partial suspension of production or distribution; or
•
  • injunctions, fines, disgorgement, or civil or criminal penalties.
The process required by the FDA before a drug may be marketed in the United States generally involves the following:
•
  • completion of nonclinical laboratory tests, animal studies and formulation studies conducted according to Good Laboratory Practices, or GLPs, 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 Good Clinical Practices, or GCPs, to establish the safety and efficacy of the proposed drug for its intended use;
•
  • submission to the FDA of an NDA or BLA;
•
  • satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current Good Manufacturing Practices, or cGMPs, 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 or BLA.
Once a pharmaceutical candidate is identified for development, it enters the preclinical or nonclinical testing stage. Nonclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the nonclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. Some nonclinical testing may continue even after the IND is submitted. In addition to including the results of the nonclinical studies, the IND will also include a protocol detailing, among other things, the objectives 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 determination. The initial IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, places the IND on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before clinical trials can begin. A clinical hold may occur at any time during the life of an IND, and may affect one or more specific studies or all studies conducted under the IND.
All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCPs. They must be conducted under protocols detailing the objectives of the trial, dosing procedures, research subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, and progress reports detailing the status of the clinical trials must be submitted to the FDA annually. Sponsors also must timely report to FDA serious and unexpected adverse reactions, any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigation brochure, or any findings from other studies or animal or in vitro testing that suggest a significant risk in humans exposed to the drug. An
77
TABLE OF CONTENTS
institutional review board, or IRB, at each institution participating in the clinical trial must review and approve the protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and the consent form that must be provided to each research subject or the subject’s legal representative, monitor the study until completed and otherwise comply with IRB regulations.
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 elimination. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be inherently too toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.
•
  • Phase 2 — Clinical trials are performed on a limited patient population intended 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 and optimal dosage.
•
  • Phase 3 — Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide an adequate basis for product labeling.
Human clinical trials are inherently uncertain and Phase 1, Phase 2 and Phase 3 testing may not be successfully completed. The FDA or the sponsor may suspend a clinical trial at any time for a variety of reasons, 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.
During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. These points may be prior to the submission of an IND, at the end of Phase 2 and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date and for the FDA to provide advice on the next phase of development. Sponsors typically use the meeting at the end of Phase 2 to discuss their Phase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial that they believe will support the approval of the new drug.
Concurrent with clinical trials, sponsors usually complete additional animal safety studies and also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing commercial quantities of the product in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug and the manufacturer must develop methods for testing the quality, purity and potency of the drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its proposed shelf-life.
The results of product development, nonclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests and other control mechanisms, proposed labeling and other relevant information are submitted to the FDA as part of an NDA or BLA requesting approval to market the product. The submission of an NDA or BLA is subject to the payment of user fees, but a waiver of such fees may be obtained under specified circumstances. The FDA reviews all NDAs and BLAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. It may request additional information rather than accept an NDA or BLA for filing. In this event, the NDA or BLA must be resubmitted with the additional information. The resubmitted 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 review. NDAs and BLAs receive either standard or priority review. A drug representing a significant improvement in treatment, prevention or diagnosis of disease may receive priority review. The FDA may refuse to approve an NDA or
78
TABLE OF CONTENTS
BLA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data. Even if such data are submitted, the FDA may ultimately decide that the NDA or BLA does not satisfy the criteria for approval. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant. The FDA reviews a BLA to determine, among other things, whether the product is safe, pure and potent and the facility in which it is manufactured, processed, packed or held meets standard designed to assure the product’s continued safety, purity and potency. The FDA may refer the NDA to an advisory committee for review and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an NDA or BLA, the FDA will inspect the facility or facilities where the product is manufactured and tested.
Expedited Review and Approval
The FDA has various programs, including Fast Track, priority review, and accelerated approval, which are intended to expedite or simplify the process for reviewing drugs, and/or provide for the approval of a drug on the basis of a surrogate endpoint. Even if a drug qualifies for one or more of these programs, the FDA may later decide that the drug no longer meets the conditions for qualification or that the time period for FDA review or approval will be shortened. Generally, drugs that are eligible for these programs are those for serious or life-threatening conditions, those with the potential to address unmet medical needs and those that offer meaningful benefits over existing treatments. For example, Fast Track is a process designed to facilitate the development and expedite the review of drugs to treat serious or life-threatening diseases or conditions and fill unmet medical needs. Priority review is designed to give drugs that offer major advances in treatment or provide a treatment where no adequate therapy exists, an initial review within six months as compared to a standard review time of ten months.
Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early and frequent meetings with a sponsor of a Fast Track designated drug and expedite review of the application for a drug designated for priority review. Accelerated approval, which is described in Subpart H of 21 CFR Part 314, provides for an earlier approval for a new drug that is intended to treat a serious or life-threatening disease or condition and that fills an unmet medical need based on a surrogate endpoint. A surrogate endpoint is a laboratory measurement or physical sign used as an indirect or substitute measurement representing a clinically meaningful outcome. As a condition of approval, the FDA may require that a sponsor of a drug candidate receiving accelerated approval perform post-marketing clinical trials.
In the Food and Drug Administration Safety and Innovation Act, or FDASIA, which was signed into law in July 2012, Congress encouraged the FDA to utilize innovative and flexible approaches to the assessment of products under accelerated approval. The law required the FDA to issue related draft guidance within a year after the law’s enactment and also promulgate confirming regulatory changes. In June 2013, the FDA published a draft Guidance for Industry entitled, “Expedited Programs for Serious Conditions––Drugs and Biologics” which provides guidance on FDA programs that are intended to facilitate and expedite development and review of new drugs as well as threshold criteria generally applicable to concluding that a drug is a candidate for these expedited development and review programs. In addition to the Fast Track, accelerated approval and priority review programs discussed above, the FDA also provided guidance on a new program for Breakthrough Therapy designation. A request for Breakthrough Therapy designation should be submitted concurrently with, or as an amendment to an IND. FDA has already granted this designation to over 30 new drugs and has approved several Breakthrough Therapy designated drugs.
Patent Term Restoration and Marketing Exclusivity
Depending upon the timing, duration and specifics of FDA approval of the use of our drug 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, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits 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
79
TABLE OF CONTENTS
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 extension must be made prior to 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 intend to apply for restorations of patent term for some of our currently owned or licensed patents to add patent life beyond their current expiration date, depending on the expected length of clinical trials and other factors involved in the submission of the relevant NDA.
Market exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent marketing exclusivity within the United States to the first applicant to gain 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. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an approved 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, for 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.
Biologics Price Competition and Innovation Act of 2009
On March 23, 2010, President Obama signed into law the Patient Protection and Affordable Care Act which included the Biologics Price Competition and Innovation Act of 2009, or BPCIA. The BPCIA amended the PHSA to create an abbreviated approval pathway for two types of “generic” biologics — biosimilars and interchangeable biologic products, and provides for a twelve-year exclusivity period for the first approved biological product, or reference product, against which a biosimilar or interchangeable application is evaluated; however if pediatric studies are performed and accepted by the FDA, the twelve-year exclusivity period will be extended for an additional six months A biosimilar product is defined as one that is highly similar to a reference product notwithstanding minor differences in clinically inactive components and for which there are no clinically meaningful differences between the biological product and the reference product in terms of the safety, purity and potency of the product. An interchangeable product is a biosimilar product that may be substituted for the reference product without the intervention of the health care provider who prescribed the reference product.
The biosimilar applicant must demonstrate that the product is biosimilar based on data from (1) analytical studies showing that the biosimilar product is highly similar to the reference product; (2) animal studies (including toxicity); and (3) one or more clinical studies to demonstrate safety, purity and potency in one or more appropriate conditions of use for which the reference product is approved. In addition, the applicant must show that the biosimilar and reference products have the same mechanism of action for the conditions of use on the label, route of administration, dosage and strength, and the production facility must meet standards designed to assure product safety, purity and potency.
An application for a biosimilar product may not be submitted until four years after the date on which the reference product was first approved. The first approved interchangeable biologic product will be granted an exclusivity period of up to one year after it is first commercially marketed, but the exclusivity period may be shortened under certain circumstances.
In February 2012, the FDA issued 3 draft guidance documents on biosimilar product development. The draft guidance documents are: “Scientific Considerations in Demonstrating Biosimilarity to a
80
TABLE OF CONTENTS
Reference Product,” “Quality Considerations in Demonstrating Biosimilarity to a Reference Protein Product,” and “Biosimilars: Questions and Answers Regarding Implementation of the Biologics Price Competition and Innovation Act of 2009.” The guidance documents provide FDA’s current thinking on approaches to demonstrating that a proposed biological product is biosimilar to a reference product. The FDA received public comments on the draft documents and intends to issue final guidance documents in the future. Nevertheless, the absence of a final guidance document does not prevent a sponsor for seeking licensure of a biosimilar under the BPCIA.
Orphan Drug Designation
Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available in the United States a drug for this type of disease or condition will be recovered from sales in the United States for that drug. Orphan drug designation must be requested before submitting an NDA or BLA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process.
If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication, except in very limited circumstances, for seven years. Orphan drug exclusivity, however, could also block the approval of one of our products for seven years if a competitor obtains approval of the same drug as defined by the FDA or if our drug candidate is determined to be contained within the competitor’s product for the same indication or disease.
Pediatric Exclusivity and Pediatric Use
Under the Best Pharmaceuticals for Children Act, or BPCA, certain drugs may obtain an additional six months of exclusivity, if the sponsor submits information requested in writing by the FDA, or a Written Request, relating to the use of the active moiety of the drug in children. The FDA may not issue a Written Request for studies on unapproved or approved indications or where it determines that information relating to the use of a drug in a pediatric population, or part of the pediatric population, may not produce health benefits in that population.
In addition, the Pediatric Research Equity Act, or PREA, requires a sponsor to conduct pediatric studies for most drugs and biologics, for a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration. Under PREA, original NDAs, biologics license application and supplements thereto, must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must assess the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The sponsor or FDA may request a deferral of pediatric studies for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug or biologic is ready for approval for use in adults before pediatric studies are complete or that additional safety or effectiveness data needs to be collected before the pediatric studies begin. After April 2013, the FDA must send a non-compliance letter to any sponsor that fails to submit the required assessment, keep a deferral current or fails to submit a request for approval of a pediatric formulation.
As part of the FDASIA, Congress made a few revisions to BPCA and PREA, which were slated to expire on September 30, 2012, and made both laws permanent.
Post-approval Requirements
Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete
81
TABLE OF CONTENTS
withdrawal of the product from the market. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. In addition, the FDA may require testing and surveillance programs to monitor the effect of approved products that have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs.
Any drug products manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things:
•
  • record-keeping requirements;
•
  • reporting of adverse experiences with the drug;
•
  • providing the FDA with updated safety and efficacy information;
•
  • drug sampling and distribution requirements;
•
  • notifying the FDA and gaining its approval of specified manufacturing or labeling changes; and
•
  • complying with FDA promotion and advertising requirements.
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 some state agencies for compliance with cGMP and other laws.
Regulation of Cosmetics
The FDA also regulates cosmetics. The FDCA defines cosmetics by their intended use, as “articles intended to be rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to the human body...for cleansing, beautifying, promoting attractiveness, or altering the appearance.” Among the products included in this definition are skin moisturizers and any substance intended for use as a component of a cosmetic product. However, if the product is intended for a therapeutic use, such as treating or preventing disease, or to affect the structure or function of the body, it will be considered a drug or in some cases a medical device even if it affects the appearance. Some products meet the definitions of both cosmetics and drugs because they are intended to have two intended uses.
Intended use may be established in a number of ways. For example, claims stated on the product labeling, in advertising, on the Internet, or in other promotional materials may cause a product to be considered a drug, even if the product is marketed as if it were a cosmetic. Such claims establish the product as a drug because the intended use is to treat or prevent disease or otherwise affect the structure or functions of the human body. Consumer perception, which may be established through the product’s reputation or the consumer’s expectation of what she believes the product will do may also cause a product to be considered a drug. In addition, certain ingredients may cause a product to be considered a drug because they have a well-known (to the public and industry) therapeutic use.
FDA’s legal authority over cosmetics is different from its authority over other products, such as drugs, biologics, and medical devices. Cosmetic products and ingredients, with a few exceptions, do not need FDA premarket approval. In general, except for color additives and ingredients that are prohibited or restricted by regulation, a manufacturer may use any ingredient in the formulation of a cosmetic, provided that the ingredient and the finished cosmetic are safe under labeled or customary conditions of use, the product is properly labeled, and the use of the ingredient does not otherwise cause the cosmetic to be adulterated or misbranded under the laws that FDA enforces. The FDCA does not recognize “cosmeceuticals,” a designation that has no meaning under the law.
The FDA also regulates cosmetics under the Fair Packaging and Labeling Act, or FPLA. The FPLA requires cosmetics marketed on a retail basis to consumers to include a list of ingredients. Cosmetics that fail to comply with the FPLA are considered misbranded under the FDCA and the FDA can pursue enforcement action against products on the market that are not in compliance with these laws, as well as against companies and individuals who market such products.
82
TABLE OF CONTENTS
Companies and individuals who manufacture or market cosmetics have a legal responsibility to ensure the safety of their products. Neither the law nor FDA regulations require specific tests to demonstrate the safety of individual products or ingredients nor do they require cosmetic companies to share their safety information with FDA. Nevertheless, FDA has consistently advised manufacturers to use whatever testing is necessary to ensure the safety of their products and ingredients. Companies may substantiate safety in a number of ways, including through (a) reliance on already available toxicological test data on individual ingredients and on product formulations that are similar in composition to the particular cosmetic, and (b) performance of any additional toxicological and other tests that are appropriate in light of such existing data and information.
Recalls of cosmetics are voluntary actions taken by manufacturers or distributors to remove from the marketplace products that represent a hazard or gross deception, or that are somehow defective. FDA is not authorized to order recalls of cosmetics, but it does monitor companies that conduct a product recall and may request a product recall if the company is not willing to voluntarily remove dangerous products from the market without FDA’s written request. In addition, if FDA has reliable information indicating that a cosmetic is adulterated or misbranded, it can pursue action through the Department of Justice in the federal court system to remove adulterated and misbranded cosmetics from the market. To prevent further shipment of an adulterated or misbranded product, FDA may request a federal district court to issue a restraining order against the manufacturer or distributor of the violative cosmetic. Cosmetics that are not in compliance with the law may also be subject to seizure.
Regulation Outside of the United States
In addition to regulations in the United States, we will be subject to regulations of other countries governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials in such countries and approval of the regulators of such countries or economic areas, such as the European Union, before we may market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval.
Under European Union regulatory systems, a company may submit marketing authorization applications either under a centralized or decentralized procedure. The centralized procedure, which is compulsory for medicines produced by biotechnology or those medicines intended to treat AIDS, cancer, neurodegenerative disorders or diabetes and optional for those medicines which are highly innovative, provides for the grant of a single marketing authorization that is valid for all European Union member states. The decentralized procedure provides for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit an application to the remaining member states. Within 90 days of receiving the applications and assessments report, each member state must decide whether to recognize approval. If a member state does not recognize the marketing authorization, the disputed points are eventually referred to the European Commission, whose decision is binding on all member states.
As in the United States, we may apply for designation of a product as an orphan drug for the treatment of a specific indication in the European Union before the application for marketing authorization is made. Orphan drugs in Europe enjoy economic and marketing benefits, including up to ten years of market exclusivity for the approved indication unless another applicant can show that its product is safer, more effective or otherwise clinically superior to the orphan-designated product.
Reimbursement
Sales of our products will depend, in part, on the extent to which the costs of our products will be covered by third-party payors, such as government health programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of federal and state governments and the prices of drugs have been a focus in this effort. The United States government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for
83
TABLE OF CONTENTS
substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results. If these third-party payors do not consider our products to be cost-effective compared to other therapies, they may not cover our products after approved as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, imposed new requirements for the distribution and pricing of prescription drugs for Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will 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. Government payment for some of the costs of prescription drugs may increase demand for our products for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors.
The American Recovery and Reinvestment Act of 2009, provides funding for the federal government to compare the effectiveness of different treatments for the same illness. A plan for the research will be developed by the Department of Health and Human Services, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures will be made to Congress. Although the results of the comparative effectiveness studies are not intended to mandate coverage policies for public or private payors, it is not clear what effect, if any, the research will have on the sales of any product, if any such product or the condition that it is intended to treat is the subject of a study. It is also possible that comparative effectiveness research demonstrating benefits in a competitor’s product could adversely affect the sales of our product candidates. If third-party payors do not consider our products to be cost-effective compared to other available therapies, they may not cover our products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.
The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, collectively referred to as the ACA, enacted in March 2010, is expected to have a significant impact on the health care industry. ACA is expected to expand coverage for the uninsured while at the same time containing overall healthcare costs. With regard to pharmaceutical products, among other things, ACA is expected to expand and increase industry rebates for drugs covered under Medicaid programs and make changes to the coverage requirements under the Medicare Part D program. We cannot predict the impact of ACA on pharmaceutical companies, as many of the ACA reforms require the promulgation of detailed regulations implementing the statutory provisions which has not yet occurred. In addition, although the United States Supreme Court upheld the constitutionality of most of the ACA, some states have indicated that they intend to not implement certain sections of the ACA, and some members of the United States Congress are still working to repeal parts of the ACA. These challenges add to the uncertainty of the legislative changes enacted as part of ACA.
In addition, in some non-United States jurisdictions, 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 European Union 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 the 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
84
TABLE OF CONTENTS
and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally tend to be significantly lower.
Legal Proceedings
We are not currently a party to any material legal proceedings.
Facilities
Our corporate headquarters and clinical development operations are located in Uniondale, New York, where we occupy approximately 40,000 square feet of a 108,000 square foot modern research and development facility. We pay $37,500 per month (which is eliminated in consolidation) in rent for our corporate headquarters. We also rent office space in Fort Lee, New Jersey where we occupy approximately 1,100 square feet of property, for which we pay approximately $2,500 per month in rent. We believe that our facilities are suitable and adequate for our current needs.
Our landlord for our corporate headquarters, NovaPark LLC, is a related party. See “Certain Relationships and Related Person Transactions.”
Employees
As of December 31, 2013, we had 25 full-time employees, and several part-time employees and consultants, of which several are involved in general and administrative functions. None of our employees are represented by a labor union and we consider our employee relations to be good.
85
TABLE OF CONTENTS
MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information about our executive officers and directors as of February 25, 2014:
 
 
Name
 
 
Age
 
 
Position(s)
 
 
Executive Officers:​(1)
 
      
 
Itzhak D. Goldberg, M.D.
 
 
65
 
 
President and Chief Executive Officer; Chairman and Director
 
 
Weizhong Cai, Ph.D.
 
 
55
 
 
Vice President, Drug Development
 
 
Prakash Narayan, Ph.D.
 
 
43
 
 
Vice President, Preclinical Research
 
 
Michael A. Yamin, Ph.D.
 
 
59
 
 
Vice President and Director
 
 
(1)
  • We are in the process of interviewing prospective candidates for Chief Financial Officer. We expect to hire a chief financial officer prior to the completion of this offering.
Executive Officers
Itzhak D. Goldberg, M.D., F.A.C.R., founded our Company in April 1998, and has been the President, Chief Executive Officer, and Scientific Director since founding. He is also Professor of Radiation Oncology at the Albert Einstein College of Medicine in New York and a Fellow of the American College of Radiology. Dr. Goldberg received his medical degree from Albert Einstein College of Medicine in 1976, was a postdoctoral research fellow at Harvard Medical School and was subsequently trained as a radiation oncologist at the Harvard Joint Center for Radiation Therapy. From 1981 through 1985, Dr. Goldberg was a Harvard Medical School faculty member. In July 1985, Dr. Goldberg accepted the position of Chair, Radiation Oncology, at the Long Island Jewish Medical Center and Director of the Cohen Institute of Oncology in New York. In 1998, he assumed the role of Radiation Oncologist-in-Chief at North Shore-Long Island Jewish Health System. For several decades, Dr. Goldberg has conducted seminal research in vascular biology, angiogenesis and cellular growth factor signaling, including hepatocyte growth factor signaling. He has also been involved in multiple industry-supported clinical trials.
The Board has concluded that Dr. Goldberg should serve as a Chairman of the Board of Directors based upon his years of executive experience in the biomedical industry and his successful expertise in leading clinical research and translational research-based organizations.
Weizhong Cai, Ph.D., has been our Vice President, Drug Development, since June 2003. He is responsible for our clinical development programs and regulatory affairs. Prior to joining our Company, Dr. Cai held research positions of increasing responsibility at OSI Pharmaceuticals, Inc. in New York from 1992 to 2002, where he led drug discovery projects in inflammation and arthritis, hepatitis, diabetes, and cancer discovery research. He has a Ph.D. in molecular and cell biology from Pennsylvania State University and was a post-doctoral research fellow at the Dana Farber Cancer Institute, Harvard Medical School. He is also a registered patent agent.
Prakash Narayan, Ph.D. joined us in June 2002 and has been Vice President, Preclinical Research, since January 2006. He is responsible for discovery research and bringing promising programs to the stage of Investigational New Drug. Prior to joining our Company, Dr. Narayan was Research Assistant Professor in the Department of Surgery at the University of Kentucky from 1998 to 2002, where he conducted research on cardiac physiology and cell biology. He has a Ph.D. in biophysics/physiology from The Ohio State University.
Michael A. Yamin, Ph.D. has been Vice President since December 2013 and a director since January 2014. Since September 2001, he managed our intellectual property portfolio, first as a consultant and then as research associate. From January 2004 to November 2013, he was Director of Technology Development at Warren Pharmaceuticals, Inc., in New York, and Vice President at Araim Pharmaceuticals,
86
TABLE OF CONTENTS
Inc., from January 2009 to November 2013. Since June 2006, he has also been acting as a scientific advisor at Pearl Cohen Zedek Latzer Baratz. He is a registered patent agent, and has a Ph.D. from The Rockefeller University. Dr. Yamin has also been a consultant to Ohr Cosmetics LLC since December 2013.
We believe that Dr. Yamin’s years of experience in the biopharmaceutical industry qualify him to serve as a member of our board of directors.
We are in the process of searching for prospective candidates to serve as members of our board of directors. We expect to appoint three additional independent members to our board of directors prior to the completion of this offering.
Scientific Advisory Board
We have established a scientific advisory board comprised of leading experts in their fields. We regularly seek advice and input from these experienced scientific leaders on matters related to our research and development programs. The members of our scientific advisory board consist of experts across a range of key disciplines relevant to our programs and science. We intend to continue to leverage the broad expertise of our advisors by seeking their counsel on important topics relating to our drug discovery and development programs. All of the scientific advisors are employed by or have consulting arrangements with other entities and devote only a small portion of their time to us.
The scientific advisory board includes the following members:
•
  • Nezam H. Afdhal, M.D., Professor of Medicine, Harvard Medical School and Director of Hepatology and the Liver Center at Beth Israel Deaconess Medical Center;
•
  • Jonathan Bromberg, M.D. Ph.D., Chief of the Division of Transplantation and Director of Research and Strategic Planning for Transplantation Services at the University of Maryland School of Medicine;
•
  • Matthew Cooper, M.D., Professor of Surgery and Director of Kidney and Pancreas Transplantation, Medstar Georgetown Transplant Institute, Georgetown University Medical Center;
•
  • Jack A. Elias, M.D., Frank L. Day Professor of Biology and Dean of Medicine and Biologic Sciences, Brown University;
•
  • Agnes Fogo, M.D., F.A.S.N., John L. Shapiro Chair of Pathology, Professor of Pathology, Medicine and Pediatrics and Director, Division of Renal Pathology and Electron Microscopy at Vanderbilt University Medical Center;
•
  • Fred Peter Guengerich, Ph.D., Tadashi Inagami Chair in Biochemistry, Professor of Biochemistry and Director of the Center in Molecular Toxicology, Vanderbilt University;
•
  • Michael Simons, M.D., F.A.C.C., F.A.H.A., Robert W. Berliner Professor of Medicine (Cardiology) and Professor of Cell Biology and Director of the Yale Cardiovascular Research Center, Yale University School of Medicine; and
•
  • Stefan Somlo, M.D., C. N. H. Long Professor of Medicine (Nephrology), Professor of Genetics and Chief, Section of Nephrology, Yale University.
Compensation Committee Interlocks and Insider Participation
No member of our compensation committee has at any time been an employee of ours. None of our executive officers serves as a member of another entity’s board of directors or compensation committee that has one or more executive officers serving as a member of our board of directors or compensation committee.
Board Composition and Election of Directors
Terms of Office
Our restated certificate of incorporation and our restated bylaws, which we expect to be effective upon the closing of this offering, provide that, subject to any applicable rights of holders of any preferred stock
87
TABLE OF CONTENTS
then outstanding, the authorized number of directors may be changed only by resolution of our board of directors. We currently have authorized two directors and are interviewing candidates for three director nominees. In accordance with our restated certificate of incorporation and restated bylaws to be effective upon the completion of this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders commencing with the meeting in 2015, the successors to the directors whose terms then expire will be elected to serve until the third annual meeting following the election. Our directors and director nominees are divided among the three classes as follows:
•
  • the Class I directors are       and     , and their terms will expire at the annual meeting of stockholders to be held in 2015;
•
  • the Class II directors are Michael A. Yamin, Ph.D. and      , and their terms will expire at the annual meeting of stockholders to be held in 2016; and
•
  • the Class III director is Dr. Itzhak Goldberg, and his term will expire at the annual meeting of stockholders to be held in 2017.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that each class will consist of approximately one-third of the directors.
Director Independence
Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. We evaluate independence, however, by the standards for director independence set forth in the NASDAQ Marketplace Rules. Under Rules 5605 and 5615 of the NASDAQ Marketplace Rules, a majority of a listed company’s board of directors must be comprised of independent directors, subject to certain phase-in exceptions. In addition, NASDAQ Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and governance and nominating committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule 5605(a)(2) of the NASDAQ Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Based upon information requested from and provided by each director and director nominee concerning their background, employment and affiliations, including family relationships, our board of directors has determined that none of       ,         and       , representing three out of our five directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules. Dr. Goldberg and Dr. Yamin are employed by the Company and are therefore not independent under NASDAQ Marketplace Rules.
Board of Directors’ Meetings
During the fiscal year ended December 31, 2013, there was only one meeting of our board of directors, in which our sole director was present. Our board of directors intends to adopt a policy under which each member of our board of directors is strongly encouraged but not required to attend each annual meeting of our stockholders. We did not hold an annual meeting of stockholders in 2013.
Committees of the Board of Directors
Upon the closing of this offering, our board of directors intends to establish an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee will operate under a charter approved by our board of directors. Following the closing of this offering, copies of each committee’s charter will be posted on the Investor Relations section of our website, which is located at www.angion.com. The composition and function of each of these committees are described below.
Audit Committee.   Our audit committee is comprised of      .      is the chairperson of the committee. Our board of directors has determined that is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission, and satisfies the financial sophistication requirements of applicable NASDAQ rules.
88
TABLE OF CONTENTS
Under the applicable NASDAQ rules, we are permitted to phase in our compliance with the independent audit committee requirements set forth in NASDAQ Marketplace Rule 5605(c)(2)(A)(ii) on the same schedule as we are permitted to phase in our compliance with the independent audit committee requirement pursuant to Rule 10A-3(b)(1)(iv)(A) under the Exchange Act, which require (1) one independent member at the time of listing; (2) a majority of independent members within 90 days of listing; and (3) all independent members within one year of listing.
Our board of directors has determined that each of       is an independent director under the NASDAQ Marketplace Rules and Rule 10A-3 of the Exchange Act.
Our audit committee is authorized to:
•
  • approve and retain the independent auditors to conduct the annual audit of our financial statements;
•
  • review the proposed scope and results of the audit;
•
  • review and pre-approve audit and non-audit fees and services;
•
  • review accounting and financial controls with the independent auditors and our financial and accounting staff;
•
  • review and approve transactions between us and our directors, officers and affiliates;
•
  • recognize and prevent prohibited non-audit services;
•
  • establish procedures for complaints received by us regarding accounting matters;
•
  • oversee internal audit functions, if any; and
•
  • prepare the report of the audit committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.
Compensation Committee.   Our compensation committee is comprised of      .      is the chairman of the committee. Our compensation committee is authorized to:
•
  • review and recommend the compensation arrangements for management, including the compensation for our president and chief executive officer;
•
  • establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;
•
  • administer our stock incentive plans; and
•
  • prepare the report of the compensation committee that the rules of the Securities and Exchange Commission require to be included in our annual meeting proxy statement.
Nominating and Governance Committee.   Our nominating and governance committee is comprised of . is the chairman of the committee. Our nominating and governance committee is authorized to:
•
  • identify and nominate members of the board of directors;
•
  • develop and recommend to the board of directors a set of corporate governance principles applicable to our company; and
•
  • oversee the evaluation of our board of directors.
89
TABLE OF CONTENTS
Board Diversity
Upon completion of our initial public offering, our nominating and governance committee will be responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:
•
  • diversity of personal and professional background, perspective, experience, age, gender, ethnicity and country of citizenship;
•
  • personal and professional integrity and ethical values;
•
  • experience in one or more fields of business, professional, governmental, scientific or educational endeavors, and a general appreciation of major issues facing public companies similar in scope and size to us;
•
  • experience relevant to our industry or with relevant social policy concerns;
•
  • relevant academic expertise or other proficiency in an area of our operations;
•
  • objective and mature business judgment and expertise; and
•
  • any other relevant qualifications, attributes or skills.
Board Leadership Structure and Role on Risk Oversight
Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the board of directors, as our board of directors believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the board of directors. Our board of directors has determined that having an employee director serve as Chairman is in the best interest of the Company’s stockholders at this time because of the efficiencies achieved in having the role of Chief Executive Officer and Chairman combined, and because the detailed knowledge of our day-to-day operations and business that the Chief Executive Officer possesses greatly enhances the decision-making processes of our board of directors as a whole. We believe that we have a strong governance structure in place, including independent directors, to ensure the powers and duties of the dual role are handled responsibly. We do not have a lead independent director.
The Chairman of the board of directors and the other members of the board of directors work in concert to provide oversight of our management and affairs. Our board of directors encourages communication among its members and between management and the board of directors to facilitate productive working relationships. Working with the other members of the board of directors, Dr. Goldberg also strives to ensure that there is an appropriate balance and focus among key board responsibilities such as strategic development, review of operations and risk oversight.
Section 16(a) Beneficial Ownership Reporting Compliance
Upon the effectiveness of the registration statement of which this prospectus is a part, Section 16(a) of the Exchange Act will require our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders will be required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
As we are not yet an Exchange Act reporting company, we do not need to meet the Section 16(a) filing requirements.
90
TABLE OF CONTENTS
Code of Conduct and Ethics
We do not currently have a code of conduct and ethics, although we intend to adopt one that will apply to all of our employees, including our principal executive officer and our principal financial and accounting officer, and plan to post a copy of such code of conduct and ethics on our website at www.angion.com. Once we adopt the code of conduct and ethics, disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that we intend to adopt that apply to our directors, principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by any applicable stock exchange.
Limitation of Directors’ and Officers’ Liability and Indemnification
The Delaware General Corporation Law authorizes corporations to limit or eliminate, subject to specified conditions, the personal liability of directors to corporations and their stockholders for monetary damages for breach of their fiduciary duties. Our restated certificate of incorporation to be effective upon the completion of this offering limit the liability of our directors to the fullest extent permitted by Delaware law.
We have obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us. Our restated certificate of incorporation and restated bylaws to be effective upon the completion of this offering also provide that we will indemnify and advance expenses to any of our directors and officers who, by reason of the fact that he or she is one of our officers or directors, is involved in a legal proceeding of any nature. We will repay certain expenses incurred by a director or officer in connection with any civil, criminal, administrative or investigative action or proceeding, including actions by us or in our name. Such indemnifiable expenses include, to the maximum extent permitted by law, attorney’s fees, judgments, fines, ERISA excise taxes, penalties, settlement amounts and other expenses reasonably incurred in connection with legal proceedings. A director or officer will not receive indemnification if he or she is found not to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interest.
We have entered into or plan to enter into indemnification agreements with each of our directors, certain of our officers and our director nominee, the form of which is attached as an exhibit to the registration statement of which this prospectus is a part. These agreements provide that we will, among other things, indemnify and advance expenses to our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us arising out of such person’s services as our director or officer, or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.
Such limitation of liability and indemnification does not affect the availability of equitable remedies. In addition, we have been advised that in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our directors, officers, employees or agents, or our director nominee, in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.
The foregoing discussion of our pending restated certificate of incorporation, restated bylaws, indemnification agreements, and Delaware law is not intended to be exhaustive and is qualified in its entirety by such restated certificate of incorporation, restated bylaws, indemnification agreements, or law.
Provisions of Delaware Law Governing Business Combinations
We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in any “business combination” transactions with any “interested stockholder” for a period of three years after the date on which the person became an “interested stockholder,” unless:
•
  • prior to such date, the board of directors approved either the “business combination” or the transaction which resulted in the “interested stockholder” obtaining such status; or
91
TABLE OF CONTENTS
•
  • upon consummation of 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 voting stock outstanding (but not the outstanding voting stock owned by the “interested stockholder”) those shares owned by (a) persons who are directors and also officers and (b) 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
•
  • at or subsequent to such time the “business combination” is approved by the board of directors 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.”
A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or within three years did own 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us.
92
TABLE OF CONTENTS
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the total compensation paid or accrued during the last two fiscal years ended December 31, 2013 and 2012 to (1) our Chief Executive Officer and President, and (2) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2013 and were serving as executive officers as of such date.
 
 
Name and Principal Position
 
 
Year
 
 
Salary
($)
 
 
Bonus
($)
 
 
All Other
Compensation
($)​(1)
 
 
Total
($)
 
 
Itzhak D. Goldberg, M.D., F.A.C.R.
Chief Executive Officer and President
 
 
 
2013
 
 
 
179,700
 
 
 
—
 
 
 
—
 
 
 
179,700
 
 
 
2012
 
 
 
182,200
 
 
 
—
 
 
 
—
 
 
 
182,200
 
 
Weizhong Cai, Ph.D.
Vice President, Drug Development
 
 
 
2013
 
 
 
118,136
 
 
 
—
 
 
 
3,544
 
 
 
121,680
 
 
 
2012
 
 
 
115,324
 
 
 
1,200
 
 
 
3,496
 
 
 
120,020
 
 
Prakash Narayan, Ph.D.
Vice President, Preclinical Research
 
 
 
2013
 
 
 
137,597
 
 
 
—
 
 
 
4,128
 
 
 
141,725
 
 
 
2012
 
 
 
134,321
 
 
 
3,200
 
 
 
4,066
 
 
 
141,588
 
 
(1)
  • Represents employer’s matching contribution to employees’ 401(k) plan. Dr. Goldberg does not participate in the matching contribution 401(k) plan so that he adheres to the NIH salary limitation rules.
Narrative Disclosure to Summary Compensation Table
Employment Arrangements with Our Named Executive Officers
Itzhak Goldberg, M.D., F.A.C.R.   On January 1, 2005, we entered into an Employment, Confidential Information and Invention Assignment Agreement with Itzhak Goldberg, our President and Chief Executive Officer. Under the agreement, Dr. Goldberg agrees not to use or disclose any Confidential Information and not to improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer. Dr. Goldberg further agrees to assign to us his right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws that he may solely or jointly make, develop, conceive or reduce to practice, or cause to be made, developed or conceived or reduced to practice (collectively, “Inventions”), during the period of his employment. Further, Dr. Goldberg agrees to assist us, at our expense, in every way to secure our rights in the Inventions and any other intellectual property relating thereto and to execute any proper oath or verify any proper documents as requested by us to carry out the term of the agreement.
Upon leaving our employ, Dr. Goldberg shall deliver to us any and all documents and property developed by him pursuant to his employment with us. He also agrees not to solicit, induce, recruit or encourage any of our employees to leave our employment for a period of twelve months following the termination of his employment with us.
The agreement provides for the resolution of any dispute or controversy arising out or relating to any interpretation, construction, performance or breach of the agreement by arbitration in New York City in accordance with the rules then in effect of the American Arbitration Association.
“Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research and product plans, products, services, customer lists and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information.
We are negotiating a new employment agreement with Dr. Goldberg which, when finalized, will be effective upon the completion of this offering.
93
TABLE OF CONTENTS
Weizhong Cai, Ph.D.   Weizhong Cai, our Vice President, Drug Development, entered into an Employment, Confidential Information and Invention Assignment Agreement with us on June 19, 2003. Under the agreement, Dr. Cai agrees not to use or disclose any Confidential Information (as defined above) and not to improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer. Dr. Cai further agrees to assign to us his right, title, and interest in and to any and all Inventions (as defined above), during the period of his employment. Further, Dr. Cai agrees to assist us, at our expense, in every way to secure our rights in the Inventions and any other intellectual property relating thereto and to execute any proper oath or verify any proper documents as requested by us to carry out the term of the agreement.
Upon leaving our employ, Dr. Cai shall deliver to us any and all documents and property developed by him pursuant to his employment with us. He also agrees not to solicit, induce, recruit or encourage any of our employees to leave our employment for a period of twelve months following the termination of his employment with us.
The agreement provides for the resolution of any dispute or controversy arising out or relating to any interpretation, construction, performance or breach of the agreement by arbitration in New York City in accordance with the rules then in effect of the American Arbitration Association.
Prakash Narayan, Ph.D.   Prakash Narayan, our Vice President, Preclinical Research, entered into an Employment, Confidential Information and Invention Assignment Agreement with us on April 24, 2002. The agreement designates Dr. Narayan as an at-will employee. Under the terms of the agreement, Dr. Narayan agrees not to use or disclose any Confidential Information (as defined above) and not to improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer. Dr. Narayan further agrees to assign to us his right, title, and interest in and to any and all Inventions (as defined above), during the period of his employment. Further, Dr. Narayan agrees to assist us, at our expense, in every way to secure our rights in the Inventions and any other intellectual property relating thereto and to execute any proper oath or verify any proper documents as requested by us to carry out the term of the agreement.
Upon leaving our employ, Dr. Narayan shall deliver to us any and all documents and property developed by him pursuant to his employment with us. He also agrees not to solicit, induce, recruit or encourage any of our employees to leave our employment for a period of twelve months following the termination of his employment with us.
The agreement provides for the resolution of any dispute or controversy arising out or relating to any interpretation, construction, performance or breach of the agreement by arbitration in New York City in accordance with the rules then in effect of the American Arbitration Association.
Michael A. Yamin, Ph.D.   Michael A. Yamin, our Vice President, entered into an Employment, Confidential Information and Invention Assignment Agreement with us on November 1, 2005. Under the agreement, Dr. Yamin agrees not to use or disclose any Confidential Information (as defined above) and not to improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer. Dr. Yamin further agrees to assign to us his right, title, and interest in and to any and all Inventions (as defined above), during the period of his employment. Further, Dr. Yamin agrees to assist us, at our expense, in every way to secure our rights in the Inventions and any other intellectual property relating thereto and to execute any proper oath or verify any proper documents as requested by us to carry out the term of the agreement.
Upon leaving our employ, Dr. Yamin shall deliver to us any and all documents and property developed by him pursuant to his employment with us. He also agrees not to solicit, induce, recruit or encourage any of our employees to leave our employment for a period of twelve months following the termination of his employment with us.
The agreement provides for the resolution of any dispute or controversy arising out or relating to any interpretation, construction, performance or breach of the agreement by arbitration in New York City in accordance with the rules then in effect of the American Arbitration Association.
94
TABLE OF CONTENTS
Outstanding Equity Awards at 2013 Fiscal Year-End
The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2013, including both awards subject to performance conditions and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.
 
 
 
 
Option Awards
 
 
Name
 
 
Number of
Securities Underlying
Unexercised Options
(#)
Exercisable
 
 
Number of
Securities Underlying
Unexercised Options
(#)
Unexercisable
 
 
Option
Exercise
Price
($)
 
 
Option
Expiration
Date
 
 
Itzhak G. Goldberg, M.D., F.A.C.R.
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
Weizhong Cai, Ph.D.
 
 
 
400
​(1)
 
 
 
—
 
 
$
20
 
 
 
11/9/2019
 
 
Prakash Narayan, Ph.D.
 
 
 
500
​(1)
 
 
 
—
 
 
$
20
 
 
 
11/9/2019
 
 
(1)
  • All options are fully vested as of December 31, 2013.
Potential Payments upon Termination or Change-in-Control
We currently do not have any contract, agreement, plan or arrangement providing for payments to our named executive officers in connection with a termination (including resignation, severance or retirement), a change in control or a “change in responsibilities” of the named executive officer.
Under our 2002 Stock Option Plan, or the 2002 Plan, upon a merger or consolidation, outstanding options issued pursuant to the 2002 Plan shall be subject to the agreement of merger or consolidation which shall make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of our common stock in connection with such merger or consolidation. Should the options not be able to be continued, the optionees will have to exercise such options within a specified period of time prior to the merger or consolidation as determined by the administrator
Director Compensation
Dr. Goldberg was our sole director during the fiscal year ended December 31, 2013, and he was not compensated for his services as a director.
Members of our board of directors who are our employees do not receive any fees for their service on our board of directors or for their service as a chair or committee member. Dr. Goldberg and Dr. Yamin are our only employee directors.
We do not currently have an established director compensation policy. However, on February 16, 2014, our board of directors approved proposed board fees that will take effect upon the completion of this offering. The board fees provide cash compensation of $30,000 per year to each of our directors, an additional $25,000 per year to the chairman of our board of directors, $10,000 per year to the chairman of our audit committee, $5,000 per year to the chairman of our compensation committee, and $5,000 per year to the chairman of our nominating and governance committee. In additional to the annual cash compensation discussed above, each board member can receive an annual fee up to $6,000 for board meeting attendance, and each board committee chairman can receive an annual fee up to $12,000 for such attendance. Each member of the audit committee can receive an annual fee up to $8,000 per year for committee meeting attendance; each member of the compensation committee can receive an annual fee up to $4,000 for committee meeting attendance; and each member of the nominating and governance committee can receive an annual fee up to $4,000 for committee meeting attendance.
95
TABLE OF CONTENTS
2014 Equity Incentive Plan
Prior to the completion of this offering, we intend to adopt the 2014 Equity Incentive Plan, or the 2014 Plan. The 2014 Plan will be effective as of the date of this prospectus. Unless sooner terminated by our board of directors or our stockholders, the 2014 Plan will expire 10 years from its date of effectiveness. Under our 2014 Plan, we may grant incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and other stock awards to our employees, directors and consultants.
The maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2014 Plan is              shares, which is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.
In addition, the 2014 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of our common stock available for issuance under the 2014 Plan on January 1 of each year commencing on January 1, 2015 and ending upon expiration of the 2014 Plan. The annual increase in the number of shares shall be equal to the lesser of:
•
  •              shares of our common stock;
•
  •              % of the number of shares of our common stock outstanding as of such date; and
•
  • such lesser number of shares as determined by our board of directors prior to the applicable January 1st date.
Shares of our common stock to be issued under the 2014 Plan may be authorized but unissued shares of our common stock or previously issued shares acquired by us. Any shares of our common stock underlying awards that otherwise expire, terminate, or are forfeited or reacquired by us will again be available for issuance under the 2014 Plan.
The 2014 Plan will be administered by our board of directors until we establish a compensation committee. Our board of directors, or compensation committee once established, will have full power and authority to determine the terms of awards granted pursuant to this plan, including:
•
  • which employees, directors and consultants shall be granted awards;
•
  • the type of award to be granted;
•
  • the terms and conditions of each award, including the schedule upon which the participant may exercise or otherwise receive common stock under the award; and
•
  • all other terms and conditions upon which each award may be granted in accordance with the 2014 Plan.
However, at such time as we may be subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, a maximum of 200,000 shares of our common stock subject to options, stock appreciation rights and other awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value on the date the award is granted may be granted to any one participant during any one calendar year.
Our board of directors may amend or discontinue the 2014 Plan at any time and may amend any outstanding award. No such amendment may materially impair the rights under any outstanding award without the holder’s consent. Stockholder approval will be required for any amendment to the 2014 Plan to the extent such approval is required by law, including the Code or applicable stock exchange requirements.
If we are acquired, our board of directors (or compensation committee, once established) will (i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the award or to substitute a similar award for the award; (ii) cancel or arrange for the cancellation of the award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for such cash consideration, if any, as our board of directors in its sole discretion, may consider appropriate; and (iii) make a payment, in such form as may be determined by our board of directors equal to the excess, if any, of (A) the value of the property the holder would have received upon the exercise of the award immediately prior to the effective time of the
96
TABLE OF CONTENTS
transaction, over (B) any exercise price payable by such holder in connection with such exercise. In addition in connection with such transaction, our board of directors may accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such transaction and may arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to an award.
2002 Stock Option Plan
Our 2002 Stock Option Plan was initially adopted by our board of directors and approved by our stockholders on August 5, 2002. We refer to this plan as the 2002 Plan. No options were permitted to be granted pursuant to the 2002 Plan after August 4, 2012. The 2002 Plan permitted us to make grants of non-statutory stock options and grants of incentive stock options. Our employees, outside directors and consultants were eligible to receive awards under the 2002 Plan; however, incentive stock options were only granted to our employees (including officers and directors). A maximum of 5,000 shares of common stock were authorized for issuance under the 2002 Plan, subject to adjustment due to the effect of any stock split, stock dividend, combination, recapitalization or similar transaction.
Our board of directors has full authority and discretion to take any actions it deems necessary or advisable for the administration of the 2002 Plan. The 2002 Plan is administered by either the board of directors or a committee of our board of directors, which in either case, we refer to as the administrator.
The term of any option awarded under the 2002 Plan shall not exceed 10 years from the date of grant; provided, that the term of any incentive stock option granted to any employee owning stock possessing more than 10% of the total combined voting power of all classes of our stock shall not exceed five years from the date of grant. If an optionee’s service terminates for any reason, then the options awarded to such optionee shall expire, except that any vested but unexercised portion of such options shall be exercisable for a period as determined by the administrator.
Upon a merger or consolidation, outstanding options issued pursuant to the 2002 Plan shall be subject to the agreement of merger or consolidation which shall make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of our common stock in connection with such merger or consolidation. Should the options not be able to be continued, the optionees will have to exercise such options within a specified period of time prior to the merger or consolidation as determined by the administrator.
Rule 10b5-1 Sales Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan and subject to the lock-up agreements described under “Underwriting,” a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.
97
TABLE OF CONTENTS
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a description of transactions since January 1, 2011 to which we have been a party, in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our common stock, or an affiliate or immediate family member thereof, 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 also describe below certain other transactions with our directors, executive officers and stockholders.
All of the transactions set forth below were approved by a majority of our board of directors. We believe that we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates are approved by our audit committee, once it is constituted, and a majority of the members of our board of directors, including a majority of the independent and disinterested members of our board of directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.
Ohr Cosmetics LLC
In November 2013, we entered into a license agreement with Ohr Cosmetics, LLC. Under the terms of the License Agreement, we granted an exclusive worldwide license, with the right to sublicense, for the use of our CYP26 inhibitor ANG-3522 in dermatological products. We will be reimbursed for patent and legal costs related to the license, a royalty on gross revenues of products incorporating ANG-3522, and milestone payments based on achievement of gross revenues milestones. Through December 31, 2013, we have not received any milestone or royalty payments or reimbursement from Ohr Cosmetics, and accordingly have not recognized any related revenue. We are the beneficial owner of less than 1.0% of the membership interests of Ohr Cosmetics. Members of Dr. Goldberg’s immediate family own the entity which is the majority holder of the membership interests of Ohr Cosmetics. In addition, Dr. Goldberg’s son is the manager of Ohr Cosmetics. We believe that the terms of the license with Ohr Cosmetics are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. As of December 31, 2013, Ohr Cosmetics has not commenced operations.
NovaPark LLC
Our corporate headquarters and clinical development operations are located in Uniondale, New York, where we occupy approximately 40,000 square feet of a 108,000-square-foot state of the art general laboratory and development facility for biological and chemistry research owned by NovaPark, an affiliated company, of which Angion owns 10% of the equity interests. NovaPark was formed in June 2011 to purchase the building housing our corporate headquarters in Uniondale. The price of the building was $7.0 million, which was funded, after closing adjustments, by a cash contribution of $1.5 million and a mortgage of $5.6 million. Initially, Angion owned 64% of NovaPark, for which we paid approximately $1.5 million, and Dr. Goldberg and his family owned the remaining 36%. Each of Angion and Dr. Goldberg has guaranteed NovaPark’s obligations under the mortgage. Dr. Goldberg and NovaPark have agreed that, if NovaPark defaults under the mortgage, Dr. Goldberg is unable to satisfy his obligations under his guarantee of NovaPark’s obligations, and we are required to satisfy our obligations as a guarantor of NovaPark’s obligations, then Dr. Goldberg and NovaPark will immediately transfer any and all of their respective ownership interests in the building to us.
In January 2012, Angion sold 54% of its ownership interest in NovaPark to Dr. Goldberg and his family for approximately $1.3 million, and retained a 10% membership interest in NovaPark. As payment, Dr. Goldberg issued to us an unsecured promissory note in the principal amount of approximately $1.6 million, representing the purchase price plus a consolidation of a prior outstanding loan from us to him. The note is repayable on December 31, 2019 and bears interest payable annually at the rate of 1.17% per annum. On June 21, 2011, and as subsequently amended, we entered into a lease with NovaPark for approximately 37% of the building for a term of 15 years, at a fixed annual base rent of $450,000, increasing at the rate of 3% every three years, plus our proportionate share of real estate taxes and operating costs. Because Angion and NovaPark are related parties, the federal government limits the amount of rent from federal sources that can be paid to a related entity. As a result, we believe that the rent that we pay is below current market rate for a triple net lease for similar space in the local area, and may
98
TABLE OF CONTENTS
require subsequent increase in the rates as a result of this offering. As a result, we have agreed that, effective as of the completion of this offering, NovaPark may increase the rent that we are currently paying to be in line with comparable market rates, and that the proceeds from this offering will be used to pay any amounts in addition to what the NIH guidelines permit so as not to jeopardize our eligibility for NIH grants in the future.
We have agreed with Dr. Goldberg and NovaPark that, in satisfaction of the outstanding loan to us from Dr. Goldberg, Dr. Goldberg will transfer to us membership interests that he owns in NovaPark equal to 10% of the issued membership interests in NovaPark, such that we would own 20% of NovaPark and he and his family would own 80% of NovaPark, and the outstanding personal loan to us would be satisfied in full. In addition, Dr. Goldberg and NovaPark have agreed that, if NovaPark defaults under the mortgage, Dr. Goldberg is unable to satisfy his obligations under his guarantee of NovaPark’s obligations, and we are required to satisfy our obligations as a guarantor of NovaPark’s obligations, then Dr. Goldberg and NovaPark will immediately transfer any and all of their respective ownership interests in the building to us. Angion would still, however, be responsible under its guarantee for NovaPark’s obligations under the mortgage to the extent of its ownership in NovaPark, or 20%.
Director and Executive Officer Compensation
Please see “Executive Compensation” for information regarding compensation of directors and executive officers.
Employment Agreements
We plan to enter into an employment agreement with our Chief Executive Officer, which will be effective upon the completion of this offering. For more information regarding such agreement, see “Executive Compensation — Narrative to Summary Compensation Table — Employment Arrangements with Our Named Executive Officers.”
Indemnification Agreements
Prior to the consummation of this offering, we expect to enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, will provide for indemnification of our directors and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer in any capacity with respect to any employee benefit plan or as a director, partner, trustee or agent of another entity at our request. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.
Stock Option Grants to Executive Officers and Directors
We have granted stock options to our executive officers and certain of our directors as more fully described in the section entitled “Management — Director Compensation” and “Executive Compensation.”
Related Party Consulting Agreement
During the years ended December 31, 2013 and 2012, we paid consultant fees to the wife of our President. The fees paid to this individual were approximately $96,000 and $92,000, respectively.
Policy for Approval of Related Person Transactions
We intend to provide, in the written charter of our audit committee that will be in effect upon completion of this offering, that the audit committee will be responsible for reviewing and approving, prior to our entry into any such transaction, all transactions in which we are a participant and in which any parties related to us, including our executive officers, our directors, beneficial owners of more than 5% of our securities, immediate family members of the foregoing persons and any other persons whom our board of directors determines may be considered related parties under Item 404 of Regulation S-K, has or will have a direct or indirect material interest.
99
TABLE OF CONTENTS
In reviewing and approving such transactions, the audit committee shall obtain, or shall direct our management to obtain on its behalf, all information that the committee believes to be relevant and important to a review of the transaction prior to its approval. Following receipt of the necessary information, a discussion shall be held of the relevant factors if deemed to be necessary by the committee prior to approval. If a discussion is not deemed to be necessary, approval may be given by written consent of the committee. This approval authority may also be delegated to the chair of the audit committee in some circumstances. No related party transaction shall be entered into prior to the completion of these procedures.
The audit committee or its chair, as the case may be, shall approve only those related party transactions that are determined to be in, or not inconsistent with, the best interests of us and our stockholders, taking into account all available facts and circumstances as the committee or the chair determines in good faith to be necessary in accordance with principles of Delaware law generally applicable to directors of a Delaware corporation. These facts and circumstances will typically include, but not be limited to, the benefits of the transaction to us; the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms of comparable transactions that would be available to unrelated third parties or to employees generally. No member of the audit committee shall participate in any review, consideration or approval of any related party transaction with respect to which the member or any of his or her immediate family members has an interest.
100
TABLE OF CONTENTS
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 25, 2014, on a pre-offering basis and as adjusted to reflect the sale of our common stock offered by this prospectus, by:
•
  • our named executive officers;
•
  • each of our directors and our director nominees;
•
  • all of our current directors and executive officers and our director nominees, as a group; and
•
  • each stockholder known by us to own beneficially more than five percent of our common stock.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 61,200 shares of common stock outstanding on February 25, 2014.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of February 25, 2014 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders and subject to community property laws where applicable. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Angion Biomedica Corp., 51 Charles Lindbergh Blvd., Uniondale NY 11553.
 
 
Beneficial Owner
 
 
Number of Shares
Beneficially
Owned
 
 
Percentage of Common Stock
Beneficially Owned
 
 
Before
Offering
 
 
After
Offering
 
 
Directors, Director Nominees and Executive Officers​(1)
Itzhak D. Goldberg​(2)
 
 
 
60,000
 
 
 
98.04
%
 
 
 
 
 
 
Weizhong Cai, Ph.D.​(3)
 
 
 
400
 
 
 
*
 
 
 
*
 
 
Prakash Narayan, Ph.D.​(4)
 
 
 
500
 
 
 
*
 
 
 
*
 
 
Michael A. Yamin, Ph.D.
 
 
 
—
 
 
 
*
 
 
 
*
 
 
All current executive officers and directors and director nominees as a group (4 persons)
 
 
 
60,900
 
 
 
98.07
%
 
 
 
 
 
 
*
  • Represents beneficial ownership of less than 1% of the shares of common stock.
(1)
  • We are in the process of searching for and interviewing prospective candidates for Chief Financial Officer. In addition, we are in the process of searching for prospective candidates to serve as members of our board of directors. We expect to appoint three additional independent members to our board of directors prior to the completion of this offering. Information regarding the Chief Financial Officer and directors will be presented once available.
(2)
  • Consists of 36,000 shares of common stock held by EISA-ABC LLC, of which Dr. Goldberg is the Managing Member.
(3)
  • Consists of options to purchase 400 shares of common stock that are exercisable within 60 days of February 25, 2014.
(4)
  • Consists of options to purchase 500 shares of common stock that are exercisable within 60 days of February 25, 2014.
101
TABLE OF CONTENTS
DESCRIPTION OF CAPITAL STOCK
General
Upon completion of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.01, and 500,000 shares of preferred stock, par value $0.01, and there will be              shares of common stock and no shares of preferred stock outstanding. The following description of our capital stock and provisions of our restated certificate of incorporation and restated bylaws to be effective upon the completion of this offering is only a summary. We effected a 1-for-      reverse stock split of our common stock on ,            2014. All common stock share numbers in this prospectus give effect to the reverse stock split. You should also refer to our restated certificate of incorporation, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and our restated bylaws, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
Common Stock
We are authorized to issue up to a total of 100,000,000 shares of common stock, par value $0.01 per share. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no cumulative voting rights. Further, holders of our common stock have no preemptive, conversion or other subscription rights. Upon our liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock. Each outstanding share of our common stock is, and all shares of common stock to be issued in this offering when they are paid for will be, fully paid and non-assessable.
The holders of a majority of the shares of our capital stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If a quorum is present, an action by stockholders entitled to vote on a matter is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, with the exception of the election of directors, which requires a plurality of the votes cast.
Preferred Stock
We are authorized to issue up to a total of 500,000 shares of preferred stock, par value $0.01, without stockholder approval. The preferred stock may be issued from time to time in one or more series, each series to be appropriately designated by a distinguishing letter or title prior to the issuance of any shares thereof, as determined by our board of directors. The board of directors is also expressly authorized (unless forbidden in the resolution or resolutions providing for such issue) to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.
The board of directors may authorize the issuance of preferred stock with voting or conversion rights that could harm 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 control of our company and might harm the market price of our common stock and the voting and other rights of the holders of common stock. We have no current plans to issue any shares of our preferred stock.
Anti-Takeover Provisions of Delaware Law, our Restated Certificate of Incorporation and our Restated Bylaws
The provisions of Delaware law, our restated certificate of incorporation to be filed upon completion of this offering and our restated bylaws to be effective upon completion of this offering discussed below could discourage or make it more difficult to accomplish a proxy contest or other change in our
102
TABLE OF CONTENTS
management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of our control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes in our management.
Delaware Statutory Business Combinations Provision.
We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Section 203 prohibits a publicly-held 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 the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years prior, did own, 15% or more of the corporation’s voting stock.
Classified Board of Directors; Removal of Directors for Cause.
Our restated certificate of incorporation and restated bylaws to be effective upon completion of this offering provide that upon completion of this offering, our board of directors will be divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders following the initial classification of directors, the term of office of the second class to expire at the second annual meeting of stockholders following the initial classification of directors, and the term of office of the third class to expire at the third annual meeting of stockholders following the initial classification of directors. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire will be elected for a three-year term of office. All directors elected to our classified board of directors will serve until the election and qualification of their respective successors or their earlier resignation or removal. The board of directors is authorized to create new directorships and to fill such positions so created and is permitted to specify the class to which any such new position is assigned. The person filling such position would serve for the term applicable to that class. The board of directors, or its remaining members, even if less than a quorum, is also empowered to fill vacancies on the board of directors occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the Board of Directors may only be removed for cause and only by the affirmative vote of 80% of our outstanding voting stock. These provisions are likely to increase the time required for stockholders to change the composition of the board of directors. For example, at least two annual meetings will be necessary for stockholders to effect a change in a majority of the members of the board of directors.
Advance Notice Provisions for Stockholder Proposals and Stockholder Nominations of Directors.
Our restated bylaws provide that, for nominations to the board of directors or for other business to be properly brought by a stockholder before a meeting of stockholders, the stockholder must first have given timely notice of the proposal in writing to our Secretary. For an annual meeting, a stockholder’s notice generally must be delivered not less than 90 days nor more than 120 days prior to the anniversary of the mailing date of the proxy statement for the previous year’s annual meeting. For a special meeting, the notice must generally be delivered not earlier than the 90​th day prior to the meeting and not later than the later of (1) the 60​th day prior to the meeting or (2) the 10​th day following the day on which public announcement of the meeting is first made. Detailed requirements as to the form of the notice and information required in the notice are specified in the restated bylaws. If it is determined that business was not properly brought before a meeting in accordance with our bylaw provisions, such business will not be conducted at the meeting.
103
TABLE OF CONTENTS
Special Meetings of Stockholders.
Special meetings of the stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of the total number of directors.
No Stockholder Action by Written Consent.
Our restated certificate of incorporation and restated bylaws do not permit our stockholders to act by written consent. As a result, any action to be effected by our stockholders must be effected at a duly called annual or special meeting of the stockholders.
Super Majority Stockholder Vote Required for Certain Actions.
The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless the corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our restated certificate of incorporation requires the affirmative vote of the holders of at least 80% of our outstanding voting stock to amend or repeal any of the provisions discussed in this section of this prospectus entitled “Anti-Takeover Provisions of Delaware law, our Restated Certificate of Incorporation and our Restated Bylaws” or to reduce the number of authorized shares of common stock or preferred stock. This 80% stockholder vote would be in addition to any separate class vote that might in the future be required pursuant to the terms of any preferred stock that might then be outstanding. In addition, an 80% vote is also required for any amendment to, or repeal of, our restated bylaws by the stockholders. Our restated bylaws may be amended or repealed by a simple majority vote of the board of directors.
Underwriter’s Warrants
We have agreed to issue to the underwriter in this offering warrants to purchase              shares of our common stock at a per share exercise price equal 140% of the public offering price. A complete description of these warrants is included in the “Underwriting — Underwriter’s Warrants” section of this prospectus.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is                               .
Stock Market Listing
We will apply to have our shares of common stock listed for trading on The NASDAQ Capital Market under the symbol “ANGN.” No assurance can be given that such listing will be approved.
104
TABLE OF CONTENTS
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our common stock, and a liquid public trading market for our common stock may not develop or be sustained after this offering. If a public market does develop, future sales of significant amounts of our common stock, including shares issued upon exercise of outstanding options or warrants, or the anticipation of those sales, could adversely affect the public market prices prevailing from time to time and could impair our ability to raise capital through sales of our equity securities. We have applied to list our common stock on The NASDAQ Capital Market under the symbol “ANGN.”
Upon the completion of this offering, and assuming (1) the issuance of shares in this offering, and (2) no exercise of the underwriter’s over-allotment option to purchase additional shares of common stock, and (3) no exercise of outstanding options, we will have outstanding an aggregate of              shares of common stock upon the effectiveness of the public offering.
Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Shares purchased by our affiliates would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.
The remaining shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or 701 under the Securities Act, each of which is summarized below. We expect that all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below.
In addition, all of the 3,775 shares of our common stock that are subject to issuance upon exercise of stock options issued under our 2002 Plan are and, upon exercise, these shares will be eligible for sale subject to the lock–up agreements described below and Rules 144 and 701 under the Securities Act.
Rule 144
Affiliate Resales of Shares
Our affiliates must generally comply with Rule 144 if they wish to sell any shares of our common stock in the public market, whether or not those shares are “restricted securities.” “Restricted securities” are any securities acquired from us or one of our affiliates in a transaction not involving a public offering. All shares of our common stock issued prior to the closing of this offering, and the shares of common stock that are exercisable upon warrants, are considered to be restricted securities. The shares of our common stock sold in this offering are not considered to be restricted securities.
In general, subject to the lock-up agreements described below, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is our affiliate, or who was our affiliate at any time during the three months immediately before a sale, can sell restricted shares of our common stock in compliance with the following requirements of Rule 144.
Holding period.   If the shares are restricted securities, an affiliate must have beneficially owned the shares of our common stock for at least six months.
Manner of sale.   An affiliate must sell its shares in “broker’s transactions” or certain “riskless principal transactions” or to market makers, each within the meaning of Rule 144.
Limitation on number of shares sold.   An affiliate is only allowed to sell within any three-month period an aggregate number of shares of our common stock that does not exceed the greater of:
•
  • one percent of the number of the total number of shares of our common stock then outstanding, which will equal approximately              shares immediately after this offering; and
•
  • the average weekly trading volume in our common stock on the stock exchange where our common stock is traded during the four calendar weeks preceding either (i) to the extent that the
105
TABLE OF CONTENTS
seller is required to file a notice on Form 144 with respect to such sale, the date of filing such notice, (ii) the date of receipt of the order to execute the transaction by the broker or (iii) the date of execution of the transaction with the market maker.
Current public information.   An affiliate may only resell its restricted securities to the extent that adequate current public information, as defined in Rule 144, is available about us, which, in our case, means that we have been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act for a period of at least 90 days prior to the date of the sale and we have filed all reports with the SEC required by those sections during the preceding twelve months (or such shorter period that we have been subject to these filing requirements).
Notice on Form 144.   If the number of shares of our common stock being sold by an affiliate under Rule 144 during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, then the seller must file a notice on Form 144 with the SEC and the stock exchange on which our common stock is traded concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.
Non-Affiliate Resales of Restricted Shares
Any person or entity who is not an affiliate of ours and who has not been an affiliate of ours at any time during the three months preceding a sale is only required to comply with Rule 144 in connection with sales of restricted shares of our common stock. Subject to the lock-up agreements described below, those persons may sell shares of our common stock that they have beneficially owned for at least one year without any restrictions under Rule 144 immediately following the effective date of the registration statement of which this prospectus is a part.
Further, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time such person sells shares of our common stock, and has not been an affiliate of ours at any time during the three months preceding such sale, and who has beneficially owned such shares of our common stock, as applicable, for at least six months but less than a year, is entitled to sell such shares so long as there is adequate current public information, as defined in Rule 144, available about us.
Resales of restricted shares of our common stock by non-affiliates are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144, described above.
Rule 701
In general, under Rule 701 of the Securities Act, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.
The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Securities Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement.
Registration Rights
The Underwriter’s Warrants provide for certain registration rights to the holders thereof. See “Underwriting — Underwriter’s Warrant” for additional information. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares held by affiliates.
106
TABLE OF CONTENTS
Equity Incentive Awards
We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and common stock issued or issuable under our stock plan. We expect to file the registration statement covering shares offered pursuant to our stock plan shortly after the date of this prospectus, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market subject to compliance with the resale provisions of Rule 144.
Lock-up Agreements
The holders of all of our outstanding shares of common stock and all of our directors and executive officers have signed lock-up agreements under which they have agreed not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of the underwriter, for a period of 180 days, subject to possible extension under certain circumstances, after the date of this prospectus. The lock-up restrictions, specified exceptions and the circumstances under which the lock-up period may be extended are described in more detail under “Underwriting — Lock-Up Agreements.”
107
TABLE OF CONTENTS
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the material United States federal income tax consequences of the purchase, ownership and disposition of our common stock as of the date hereof.
This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, possibly with retroactive effect, or subject to different interpretations. This discussion is limited to persons who hold shares of our common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Moreover, this discussion does not address all the United States federal income tax consequences and does not address foreign, state, local or other tax considerations that may be relevant to you in light of your personal circumstances. This discussion does not address special situations, including, without limitation, those of: brokers or dealers in securities; regulated investment companies; real estate investment trusts; persons holding common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle; traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; persons liable for alternative minimum tax; United States Holders (as defined below) whose “functional currency” is not the United States dollar; investors in pass-through entities; persons who acquired our common stock through the exercise of employee stock options or otherwise as compensation; United States expatriates, “controlled foreign corporations,” “passive foreign investment companies,” financial institutions, insurance companies, tax-exempt organizations, or entities or arrangements treated as partnerships or other pass-through entities for United States federal income tax purposes.
If you are a partnership holding our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner in a partnership holding our common stock, you should consult your tax advisor.
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT A TAX ADVISOR REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE AND OTHER TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK.
Consequences to United States Holders
The following is a summary of the material United States federal income tax consequences that will apply to you if you are a United States Holder of shares of our common stock. A “United States Holder” of common stock means a beneficial owner of common stock that is for United States federal income tax purposes:
•
  • an individual citizen or resident of the United States;
•
  • a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
•
  • an estate the income of which is subject to United States federal income taxation regardless of its source; or
•
  • a trust if it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
Distributions on Common Stock
In general, if you receive a distribution with respect to our common stock, such distributions will be treated as a dividend to the extent of our current and accumulated earnings and profits as determined for United States federal income tax purposes. Any portion of a distribution that exceeds our current and accumulated earnings and profits will first be applied to reduce your tax basis in our common stock and, to the extent such portion exceeds your tax basis, the excess will be treated as gain from the disposition of the common stock, the tax treatment of which is discussed below under “Sale, Exchange, or Other Disposition of Common Stock.”
108
TABLE OF CONTENTS
Under current legislation, dividend income may be taxed to an individual at rates applicable to long term capital gains, provided that a minimum holding period and other limitations and requirements are satisfied. Any dividends that we pay to a United States Holder that is a United States corporation will qualify for a deduction allowed to United States corporations in respect of dividends received from other United States corporations equal to a portion of any dividends received, subject to generally applicable limitations on that deduction. In general, a dividend distribution to a corporate United States Holder may qualify for the 70% dividends received deduction if the United States Holder owns less than 20% of the voting power and value of our stock. You should consult your tax advisor regarding the holding period and other requirements that must be satisfied in order to qualify for the dividends-received deduction and the reduced maximum tax rate on dividends.
Sale, Exchange, or Other Disposition of Common Stock
You will generally recognize capital gain or loss on a sale, exchange or certain other dispositions of our common stock. Your gain or loss will equal the difference between your amount realized and your tax basis in the stock. Your amount realized will include the amount of any cash and the fair market value of any other property received for the stock. The gain or loss recognized on a sale or exchange of stock will be long-term capital gain or loss if you have held the stock for more than one year. Long-term capital gains of non-corporate taxpayers are generally taxed at lower rates than those applicable to ordinary income. The deductibility of capital losses is subject to certain limitations.
Medicare Contribution Tax
Recently enacted legislation requires certain United States Holders who are individuals, estates or certain trusts to pay a 3.8% tax on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000 depending on the individual’s circumstances). Net investment income generally includes, among other things, dividends and capital gains from the sale or other dispositions of stock, unless such dividend income or gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A United States Holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our common stock.
American Taxpayer Relief Act of 2012
The American Taxpayer Relief Act of 2012, or ATRA, was signed into law by President Obama on January 2, 2013. Certain provisions of United States federal income tax law relating to capital gain taxation and the applicability of capital gain rates to dividends designated as “qualified dividend income” were scheduled to “sunset” and revert to provisions of prior law for taxable years beginning after December 31, 2012. ATRA has modified those rules. For taxable years beginning after 2012, for noncorporate taxpayers, both the maximum capital gain tax rate (for gain other than “unrecaptured section 1250 gain”) and the maximum rate applicable to qualified dividend income generally is 20% (not including the Medicare contribution tax discussed above).
Information Reporting and Backup Withholding
Under certain circumstances, United States Treasury regulations require information reporting and backup withholding on certain payments on common stock or on the sale thereof. When required, we will report to the Internal Revenue Service and to each United States Holder the amounts paid on or with respect to our common stock and the United States federal withholding tax, if any, withheld from such payments. A United States Holder will be subject to backup withholding on the dividends paid on the common stock and proceeds from the sale of the common stock at the applicable rate if the United States Holder (a) fails to provide us or our paying agent with a correct taxpayer identification number or certification of exempt status (such as a certification of corporate status), (b) has been notified by the Internal Revenue Service that it is subject to backup withholding as a result of the failure to properly report
109
TABLE OF CONTENTS
payments of interest or dividends, or (c) in certain circumstances, has failed to certify under penalty of perjury that it is not subject to backup withholding. A United States Holder may be eligible for an exemption from backup withholding by providing a properly completed Internal Revenue Service Form W-9 to us or our paying agent.
Backup withholding does not represent an additional United States federal income tax. Any amounts withheld from a payment to a United States Holder under the backup withholding rules will be allowed as a credit against such holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information or returns are timely furnished by the holder to the Internal Revenue Service.
Consequences to Non-United States Holders
The following is a summary of the material United States federal income tax consequences that will apply to you if you are a Non-United States Holder of shares of our common stock. A “Non-United States Holder” is a beneficial owner of common stock (other than an entity or arrangement treated as a partnership for United States federal income tax purposes) that is not a United States Holder.
Distributions on Common Stock
If you receive a distribution in respect of shares of our common stock and such distribution is treated as a dividend (see “Consequences to United States Holders — Distributions on Common Stock”), as a Non-United States Holder, you will generally be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. To claim the benefit of a lower rate under an income tax treaty, you must properly file with the payor an Internal Revenue Service Form W-8BEN, or successor form, certifying under penalty of perjury that you are not a United States person (as defined under the Code) and claiming an exemption from or reduction in withholding under the applicable tax treaty. Special certification and other requirements apply to you if you are a pass-through entity rather than a corporation or individual or if our common stock is held through certain foreign intermediaries.
If dividends are considered effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, are attributable to a United States permanent establishment of yours, those dividends will not be subject to withholding tax, but instead will be subject to United States federal income tax on a net basis at applicable graduated individual or corporate rates as if you were a United States person (as defined under the Code), unless an applicable income tax treaty provides otherwise, provided an Internal Revenue Service Form W-8ECI, or successor form, is filed with the payor. In addition, if you are required to provide an Internal Revenue Service Form W-8ECI or successor form, as discussed above, you must also provide your tax identification number. If you are a foreign corporation, any effectively connected dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
If you do not timely provide the relevant paying agent with the required certification but are eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service.
Gain on Disposition of Common Stock
Subject to the discussion below under “Foreign Account Legislation,” as a Non-United States Holder, you generally will not be subject to United States federal income tax on any gain realized on the sale or other disposition of our common stock (including a distribution with respect to our common stock that is treated as a sale or exchange) unless:
•
  • the gain is considered effectively connected with the conduct of a trade or business by you within the United States and, where a tax treaty applies, is attributable to a United States permanent establishment of yours, in which case, you will generally be subject to tax on the net gain derived
110
TABLE OF CONTENTS
from the sale under regular graduated United States federal income tax rates as if you were a United States person (as defined in the Code) and, if you are a corporation, you may be subject to an additional branch profits tax equal to 30% or such lower rate as may be specified by an applicable income tax treaty;
•
  • you are an individual who is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met, in which case, you will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the sale, which may be offset by United States source capital losses; or
•
  • we are or have been 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 ending on the date of disposition or the period you held our common stock. As long as our common stock is regularly traded on an established securities market, within the meaning of section 897(c)(3) of the Code, these rules will apply only if you actually or constructively hold more than 5% of our common stock at any time during the applicable period that is specified in the Code. We believe that we are not currently, and are not likely to become, a United States real property holding corporation.
Information Reporting and Backup Withholding Tax
We must report annually to the Internal Revenue Service and to each of you the amount of dividends paid to you and the tax withheld with respect to those dividends, regardless of whether withholding was required. Copies of the information returns reporting those dividends and withholding may also be made available by the Internal Revenue Service to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty or other applicable agreements.
Backup withholding tax may also apply to dividend payments made to you on or with respect to our common stock unless you certify under penalty of perjury that you are a Non-United States Holder (and we do not have actual knowledge or reason to know that you are a United States person (as defined under the Code)) or you otherwise establish an exemption.
Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through United States-related financial intermediaries unless the beneficial owner certifies under penalty of perjury that it is a Non-United States Holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person (as defined under the Code)) or the holder otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against your United States federal income tax liability provided that the required procedures are followed.
You should consult your tax advisor regarding the application of the information reporting and backup withholding rules to you.
Foreign Account Legislation
Recently enacted legislation generally will impose a withholding tax of 30% on any dividends on our common stock paid to a foreign financial institution, unless such institution enters into an agreement with the United States government to, among other things, collect and provide to the United States tax authorities substantial information regarding United States account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with United States owners). Institutions in certain jurisdictions that have entered into agreements with the United States may have their compliance determined by such agreements. The legislation will also generally impose a withholding tax of 30% on any dividends on our common stock paid to a non-financial foreign entity unless such entity provides the withholding agent with either certification that such entity does not have any substantial United States owners or identification of the direct and indirect substantial United States owners of the entity. Finally, withholding of 30% also generally will apply to the gross proceeds of a disposition of our common stock paid to a foreign financial institution or to a non-financial foreign entity unless the reporting and certification requirements described above have been
111
TABLE OF CONTENTS
met. Under certain circumstances, a Non-United States Holder of our common stock may be eligible for refunds or credits of such taxes. You are encouraged to consult with your own tax advisor regarding the possible implications of this legislation on your investment in our common stock. Although this legislation currently applies to amounts paid after December 31, 2012, the IRS has issued guidance providing that the withholding provisions described above will generally apply to payments of dividends on our common stock made on or after July 1, 2014 and to payments of gross proceeds from a sale or other disposition of such stock on or after January 1, 2017.
You are encouraged to consult with your own tax advisor regarding the possible implications of this legislation on your investment in our common stock.
112
TABLE OF CONTENTS
UNDERWRITING
Aegis Capital Corp, or the underwriter, is acting as the sole underwriter of the offering. We have entered into an underwriting agreement, dated            , 2014, with the underwriter. Subject to the terms and conditions set forth in the underwriting agreement, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, at the public offering price per share less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed in the following table.
 
 
Underwriter
 
 
Number of
Shares
 
 
Aegis Capital Corp
 
 
 
      
 
 
Total
 
 
 
      
 
The underwriter is committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriter’s obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriter of officers’ certificates and legal opinions.
The underwriter is offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Over-Allotment Option
We have granted to the underwriter an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriter to purchase a maximum of      additional shares (15% of the shares sold in this offering) from us to cover over-allotments, if any. If the underwriter exercises all or part of this option, it will purchase shares covered by the option at the public offering price per share that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $     and the total net proceeds, before expenses, to us will be $     .
Discounts and Commissions
The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriter of its option to purchase additional shares.
 
 
 
 
Per
Share
 
 
Total Without
Over-Allotment
Option
 
 
Total With
Over-Allotment
Option
 
 
Public offering price
 
 
$
     
 
 
$
      
 
 
$
      
 
 
Underwriting discounts and commissions (7%)
 
 
$
     
 
 
$
      
 
 
$
      
 
 
Non-accountable expense allowance (1%)​(1)
 
 
$
     
 
 
$
      
 
 
$
      
 
 
Proceeds, before expenses, to us
 
 
$
     
 
 
$
      
 
 
$
      
 
 
(1)
  • We have agreed to pay a non-accountable expense allowance to the underwriter equal to 1% of the gross proceeds received in this offering; provided, however, the expense allowance of 1% is not payable with respect to the shares sold upon exercise of the underwriter’s over-allotment option.
The underwriter proposes to offer the shares to the public at the public offering price per share set forth on the cover page of this prospectus. In addition, the underwriter may offer some of the shares to other securities dealers at such price less a concession of $     per share. If all of the shares offered by us are not sold at the public offering price per share, the underwriter may change the offering price per share and other selling terms by means of a supplement to this prospectus.
113
TABLE OF CONTENTS
We have paid an expense deposit of $15,000 to the underwriter, which will be applied against accountable expenses (in compliance with FINRA Rule 5110(f)(2)(C)) that will be paid by us to the underwriter in connection with this offering. We have also agreed to pay the underwriter’s expenses relating to the offering, including (a) all fees, expenses and disbursements relating to background checks of our officers and directors in an amount not to exceed $3,000 per individual; (b) all filing fees associated with the review of this offering by FINRA; (c) all fees, expenses and disbursements relating to the registration or qualification of securities offered under the “blue sky” securities laws of such states and other jurisdictions designated by the underwriter, including up to a maximum payment of $5,000 in legal fees to underwriter’s counsel in connection with legal fees related to “blue sky” filings; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriter; (e) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and Lucite tombstones; (f) the reasonable fees and expenses of the underwriter’s legal counsel (which are limited to those fees and expenses in connection with the FINRA filing) not to exceed $25,000; (g) the $21,775 cost associated with the use of Ipreo’s book-building, prospectus tracking and compliance software for this offering; and (h) up to $20,000 of the underwriter’s actual accountable road show expenses for this offering.
We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $    .
Discretionary Accounts
The underwriter does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.
Lock-Up Agreements
Pursuant to certain “lock-up” agreements, we have agreed not to, without the prior written consent of the underwriter, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock, (ii) file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, in each case for a period of 180 days from the date of effectiveness of the offering, which we refer to as the Lock-Up Period. The restrictions described above do not apply to (1) the shares of common stock to be sold to the underwriter pursuant to the underwriting agreement, (2) the issuance of shares of common stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date of this prospectus, of which the underwriter has been advised in writing, or (3) the issuance of stock options or shares of our capital stock under any of our equity compensation plans; provided that, prior to the issuance of any such stock options or shares of capital stock that vest within the Lock-Up Period, each recipient thereof shall sign and deliver a lock-up agreement substantially similar to the lock-up agreements executed by our executive officers, directors and stockholders.
Each of our executive officers and directors and all holders of our outstanding shares of common stock on a fully-diluted basis (including shares underlying options, warrants and convertible securities) have agreed not to, without the prior written consent of the underwriter, (i) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock, whether any such transaction described in clause (i) or (ii) is to be settled by delivery of common stock, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any shares of our common stock or (iv) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any shares of our common stock, in each case during the Lock-Up Period. The restrictions described above do not apply to (1) transactions relating to shares of common
114
TABLE OF CONTENTS
stock acquired in open market transactions after the completion of this offering, subject to certain limitations, (2) transfers of common stock as a bona fide gift, by will or intestacy, to a family member or trust or other estate planning vehicle for the direct or indirect benefit of the security holder or a family member, (3) transfers of common stock to a charity or educational institution or (4) any transfers of common stock to any stockholder, partner or member of, or owner of similar equity interests in, the security holder, subject to certain limitations; provided that in the case of any transfer pursuant to the foregoing clauses (2), (3) or (4), any such transfer shall not involve a disposition for value, and each transferee shall sign and deliver to the underwriter a lock-up agreement substantially in the form of the lock-up agreement executed by our officers, directors and stockholders. Furthermore, the restrictions described above do not restrict or prohibit (a) the exercise, exchange or conversion of any securities exercisable or exchangeable for or convertible into shares of common stock, provided that the security holder does not transfer the shares of common stock acquired on such exercise, exchange or conversion during the Lock-Up Period or (b) the establishment or modification of a 10b5-1 trading plan under the Exchange Act by a security holder for the sale of shares of common stock, provided that such plan does not provide for the transfer of common stock during the Lock-Up Period.
Underwriter’s Warrants
We have agreed to issue to the underwriter and/or its designees warrants to purchase up to a total of      shares of common stock (3.5% of the shares of common stock sold in this offering, but excluding the over-allotment option). The warrants will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing one year from the effective date of the offering, which period shall not extend further than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(i). The warrants are exercisable at a per share price equal to $     per share, or 140% of the public offering price per share in the offering. The warrants have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriter (or permitted assignees under Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the date of effectiveness. In addition, the warrants provide for registration rights upon request, in certain cases. The demand registration right provided will not be greater than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(iv). The piggyback registration right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(H)(v). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.
Right of First Refusal
Subject to certain limited exceptions and excluding any financing contemplated or pursued by the company from any government sources, until 12 months after the date of effectiveness of this offering, the underwriter has a right of first refusal to act as lead or managing underwriter, sole book-running manager, exclusive placement agent, exclusive financial advisor or in any other similar capacity, on the underwriter’s customary terms and conditions, in the event the company or any successor to or any subsidiary of the company retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue any future public or private equity or public debt offerings during such 12-month period.
Indemnification
We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriter may be required to make for these liabilities.
115
TABLE OF CONTENTS
NASDAQ Capital Market Listing
We have applied to list our common stock on The NASDAQ Capital Market under the symbol “ANGN”. No assurance can be given that such listing will be approved.
Electronic Offer, Sale and Distribution of Shares.
A prospectus in electronic format may be made available on the websites maintained by the underwriter or selling group members, if any, participating in this offering and the underwriter participating in this offering may distribute prospectuses electronically. The underwriter may agree to allocate a number of shares to the underwriter and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.
Determination of the Initial Public offering Price
Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined through negotiations between us and the underwriter. In addition to prevailing market conditions, the factors considered in determining the initial public offering price included the following:
•
  • the information included in this prospectus and otherwise available to the underwriter;
•
  • the valuation multiples of publicly traded companies that the underwriter believes to be comparable to us;
•
  • our financial information;
•
  • our prospects and the history and the prospectus of the industry in which we compete;
•
  • an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;
•
  • the present state of our development; and
•
  • the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.
An active trading market for our common stock may not develop. It is also possible that, after the offering, the shares will not trade in the public market at or above the initial public offering price.
Stabilization
In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.
•
  • Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.
•
  • Over-allotment transactions involve sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase. This creates a syndicate short position which 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 underwriter 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 underwriter may close out any short position by exercising it over-allotment option and/or purchasing shares in the open market.
116
TABLE OF CONTENTS
•
  • Syndicate covering transactions involve purchases of shares 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 underwriter will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriter sells more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.
•
  • Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions 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 shares or common stock or preventing or retarding a decline in the market price of our shares or common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on The NASDAQ Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
Passive market making.   In connection with this offering, the underwriter and selling group members may engage in passive market making transactions in our common stock on The NASDAQ Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.
Other Relationships.   The underwriter and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they may in the future receive customary fees. However, except as disclosed in this prospectus, we have no present arrangements with the underwriter for any further services.
Offer restrictions outside the United States
Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Australia
This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and
117
TABLE OF CONTENTS
(iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer for the offeree under this prospectus.
China
The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”
European Economic Area — Belgium, Germany, Luxembourg and Netherlands
The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce a prospectus for offers of securities.
An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:
(a)
  • to legal entities that are 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;
(b)
  • to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);
(c)
  • to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the company or the underwriter for any such offer; or
(d)
  • in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.
France
This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers (“AMF”). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.
Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
118
TABLE OF CONTENTS
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
Ireland
The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.
Israel
The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority, or the ISA, nor have such securities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.
Italy
The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Societ-$$-Aga e la Borsa, “CONSOB” pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:
•
  • to Italian qualified investors, as defined in Article 100 of Decree no. 58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and
•
  • in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.
Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:
•
  • made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and
•
  • in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.
Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.
119
TABLE OF CONTENTS
Japan
The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder).
Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.
Portugal
This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
Sweden
This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
Switzerland
The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority.
This document is personal to the recipient only and not for general circulation in Switzerland.
United Arab Emirates
Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor has the company received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates.
120
TABLE OF CONTENTS
This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by the company.
No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA.
This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to us.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Industry and Market Data
We obtained the industry, market, and competitive position data throughout this prospectus from our own internal estimates and research, as well as from industry and general publications, in addition to research, surveys, and studies conducted by third parties. Industry publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.
121
TABLE OF CONTENTS
LEGAL MATTERS
The validity of the issuance of the common stock offered by us in this offering will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, and for the underwriter by Greenberg Traurig, LLP, New York, New York.
EXPERTS
The consolidated balance sheets of Angion Biomedica Corp. as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act, with respect to the common stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our common stock, reference is made to the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.
You may read and copy all or any portion of the registration statement without charge at the public reference room of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of the registration statement may be obtained from the Securities and Exchange Commission at prescribed rates from the public reference room of the Securities and Exchange Commission at such address. You may obtain information regarding the operation of the public reference room by calling 1-800-SEC-0330. In addition, registration statements and certain other filings made with the Securities and Exchange Commission electronically are publicly available through the Securities and Exchange Commission’s web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the Securities and Exchange Commission.
Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act and, accordingly, will be required to file annual reports containing financial statements audited by an independent public accounting firm, quarterly reports containing unaudited financial data, current reports, proxy statements and other information with the Securities and Exchange Commission. You will be able to inspect and copy such periodic reports, proxy statements and other information at the Securities and Exchange Commission’s public reference room, and the web site of the Securities and Exchange Commission referred to above.
122
TABLE OF CONTENTS
F-1
TABLE OF CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Angion Biomedica Corp. and Affiliate
We have audited the accompanying consolidated balance sheets of Angion Biomedica Corp. and Affiliate (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ and owners’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013. The 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. The Company is not required to have, nor were we engaged to perform, an audit of its 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as 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 consolidated financial position of Angion Biomedica Corp. and Affiliate as of December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s current grant funding substantially expires in the summer of 2014, and therefore its ability to support its operating costs without additional grant funding and/or external financing, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
/s/ EisnerAmper LLP
Iselin, NJ
March 3, 2014
F-2
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
Consolidated Balance Sheets
 
 
 
 
As of December 31,
 
 
 
 
2013
 
 
2012
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
          
 
Cash and cash equivalents
 
 
$
2,057,250
 
 
$
1,404,493
 
 
Grants receivable
 
 
 
485,762
 
 
 
580,378
 
 
Prepaid expenses
 
 
 
75,521
 
 
 
79,357
 
 
Total current assets
 
 
 
2,618,533
 
 
 
2,064,228
 
 
Property and equipment, net of accumulated depreciation
 
 
 
6,171,369
 
 
 
6,605,579
 
 
Due from officer
 
 
 
1,624,102
 
 
 
1,625,977
 
 
Deferred rent from tenants
 
 
 
298,273
 
 
 
235,948
 
 
Real estate tax escrow
 
 
 
182,992
 
 
 
362,334
 
 
Investments in Ohr Cosmetics LLC
 
 
 
50,000
 
 
 
—
 
 
Capitalized financing costs, net of accumulated amortization
 
 
 
80,589
 
 
 
89,147
 
 
Security deposits from tenants
 
 
 
36,990
 
 
 
46,950
 
 
Total assets
 
 
$
11,062,848
 
 
$
11,030,163
 
 
Liabilities and stockholders’ and owners’ equity
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
 
$
37,622
 
 
$
209,516
 
 
Current portion of long-term debt
 
 
 
122,182
 
 
 
115,582
 
 
Accrued expenses
 
 
 
621,789
 
 
 
545,829
 
 
Accrued income taxes
 
 
 
283,324
 
 
 
142,500
 
 
Deferred income taxes, current
 
 
 
82,000
 
 
 
91,000
 
 
Total current liabilities
 
 
 
1,146,917
 
 
 
1,104,427
 
 
Deferred income taxes, long term
 
 
 
4,000
 
 
 
113,000
 
 
Long-term debt
 
 
 
5,202,353
 
 
 
5,324,535
 
 
Security deposits
 
 
 
250,000
 
 
 
250,000
 
 
Total liabilities
 
 
 
6,603,270
 
 
 
6,791,962
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
Stockholders’ and owners’ equity:
 
 
 
 
 
 
 
 
 
 
Common stock, $.01 par value; 100,000 shares authorized in 2013 and 2012; 61,200 shares issued and outstanding in 2013 and 2012
 
 
 
612
 
 
 
612
 
 
Additional paid-in capital
 
 
 
5,156
 
 
 
5,156
 
 
Retained earnings
 
 
 
2,337,126
 
 
 
1,704,885
 
 
Angion Biomedica Corp. stockholders’ equity
 
 
 
2,342,894
 
 
 
1,710,653
 
 
Non-controlling interest in NovaPark LLC
 
 
 
2,116,684
 
 
 
2,527,548
 
 
Total stockholders’ and owners’ equity
 
 
 
4,459,578
 
 
 
4,238,201
 
 
Total liabilities and stockholders’ and owners’ equity
 
 
$
11,062,848
 
 
$
11,030,163
 
The accompanying notes are an integral part of these consolidated financial statements.
F-3
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
Consolidated Statements of Operations
 
 
 
 
For the Years Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Grant revenue
 
 
$
6,581,072
 
 
$
7,297,701
 
 
Cost of grant revenues – direct research costs
 
 
 
3,173,478
 
 
 
3,673,684
 
 
Gross profit
 
 
 
3,407,594
 
 
 
3,624,017
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
          
 
Research and development – non-Federally funded
 
 
 
196,008
 
 
 
—
 
 
General and administrative
 
 
 
3,609,386
 
 
 
4,043,234
 
 
Total operating expenses
 
 
 
3,805,394
 
 
 
4,043,234
 
 
Loss from operations
 
 
 
(397,800
)
 
 
 
(419,217
)
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
(300,432
)
 
 
 
(307,450
)
 
 
Investment income
 
 
 
31,375
 
 
 
11,745
 
 
Rental income
 
 
 
1,641,365
 
 
 
1,877,445
 
 
Other income
 
 
 
757,926
 
 
 
31,450
 
 
Total other income
 
 
 
2,130,234
 
 
 
1,613,190
 
 
Income before income taxes
 
 
 
1,732,434
 
 
 
1,193,973
 
 
Income tax expense
 
 
 
452,778
 
 
 
201,858
 
 
Net income
 
 
 
1,279,656
 
 
 
992,115
 
 
Less: net income attributable to non-controlling interest in NovaPark
 
 
 
(647,415
)
 
 
 
(684,812
)
 
 
Net income attributable to Angion Biomedica Corp.
 
 
$
632,241
 
 
$
307,303
 
 
Basic and diluted net income per share
 
 
$
10.33
 
 
$
5.02
 
 
Basic and diluted weighted average common shares outstanding
 
 
 
61,200
 
 
 
61,200
 
The accompanying notes are an integral part of these consolidated financial statements.
F-4
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
Consolidated Statements of Stockholders’ and Owners’ Equity
For the Years Ended December 31, 2013 and 2012
 
 
 
 
Common Stock
 
 
Additional
Paid In
Capital
 
 
Retained
Earnings
 
 
Angion
Biomedica
Corp.
Share of
Stockholders’
Equity
 
 
Non-Controlling
Interest
 
 
Total
 
 
 
 
Shares
 
 
Par Value
 
 
Balance, December 31, 2011
 
 
 
61,200
 
 
$
612
 
 
$
5,016
 
 
$
1,397,582
 
 
$
1,403,210
 
 
$
780,506
 
 
$
2,183,716
 
 
Stock-based compensation expense
 
 
 
—
 
 
 
—
 
 
 
140
 
 
 
—
 
 
 
140
 
 
 
—
 
 
 
140
 
 
Transfer of equity interest
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
1,374,232
 
 
 
1,374,232
 
 
Distributions
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(312,002
)
 
 
 
(312,002
)
 
 
Net income
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
307,303
 
 
 
307,303
 
 
 
684,812
 
 
 
992,115
 
 
Balance, December 31, 2012
 
 
 
61,200
 
 
 
61,200
 
 
 
5,156
 
 
 
1,704,885
 
 
 
1,710,653
 
 
 
2,527,548
 
 
 
4,238,201
 
 
Distributions
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(1,058,279
)
 
 
 
(1,058,279
)
 
 
Net income
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
632,241
 
 
 
632,241
 
 
 
647,415
 
 
 
1,279,656
 
 
Balance, December 31, 2013
 
 
 
61,200
 
 
$
612
 
 
$
5,156
 
 
$
2,337,126
 
 
$
2,342,894
 
 
$
2,116,684
 
 
$
4,459,578
 
The accompanying notes are an integral part of these consolidated financial statements.
F-5
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
Consolidated Statements of Cash Flows
 
 
 
 
For the Years Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
Operating activities:
 
 
 
 
 
 
 
 
 
 
Net income
 
 
$
1,279,656
 
 
$
992,115
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
 
Depreciation
 
 
 
451,786
 
 
 
454,658
 
 
Amortization
 
 
 
8,558
 
 
 
8,558
 
 
Deferred rent
 
 
 
(62,325
)
 
 
 
(103,306
)
 
 
Stock-based compensation
 
 
 
—
 
 
 
140
 
 
Deferred income taxes
 
 
 
(118,000
)
 
 
 
(212,000
)
 
 
Change in operating assets and liabilities:
 
          
 
Grants receivable
 
 
 
94,616
 
 
 
224,915
 
 
Prepaid expenses
 
 
 
3,836
 
 
 
(36,863
)
 
 
Real estate tax escrow
 
 
 
179,342
 
 
 
274,553
 
 
Security deposits from tenants
 
 
 
9,960
 
 
 
—
 
 
Accounts payable
 
 
 
(171,894
)
 
 
 
103,496
 
 
Accrued expenses
 
 
 
75,959
 
 
 
(485,777
)
 
 
Accrued income taxes
 
 
 
140,824
 
 
 
(155,300
)
 
 
Total adjustments
 
 
 
1,260,077
 
 
 
757,886
 
 
Net cash provided by operating activities
 
 
 
1,892,318
 
 
 
1,065,189
 
 
Investing activities:
 
 
 
 
 
 
 
 
 
 
Investment in Ohr Cosmetics LLC
 
 
 
(50,000
)
 
 
 
—
 
 
Purchases of property and equipment
 
 
 
(17,575
)
 
 
 
(47,734
)
 
 
Net cash used in investing activities
 
 
 
(67,575
)
 
 
 
(47,734
)
 
 
Financing activities:
 
 
 
 
 
 
 
 
 
 
Due from officer
 
 
 
1,875
 
 
 
(8,716
)
 
 
Payments on long term debt
 
 
 
(115,582
)
 
 
 
(108,509
)
 
 
Distributions
 
 
 
(1,058,279
)
 
 
 
(312,002
)
 
 
Net cash used in financing activities
 
 
 
(1,171,986
)
 
 
 
(429,227
)
 
 
Net increase in cash and cash equivalents
 
 
 
652,757
 
 
 
588,228
 
 
Cash and cash equivalents at beginning of year
 
 
 
1,404,493
 
 
 
816,265
 
 
Cash and cash equivalents at end of year
 
 
$
2,057,250
 
 
$
1,404,493
 
 
Supplemental disclosure of cash paid:
 
 
 
 
 
 
 
 
 
 
Income taxes
 
 
$
425,689
 
 
$
568,259
 
 
Interest
 
 
 
300,432
 
 
 
307,450
 
 
Supplemental disclosure of non cash transaction:
 
 
 
 
 
 
 
 
 
 
Exchange of 54% interest in NovaPark LLC for note due from officer
 
 
$
—
 
 
$
1,595,707
 
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements
Note 1 — Nature of Business
Basis of Presentation
Angion Biomedica Corp. (“Angion” or “the Company”) is a clinical stage biopharmaceutical company established in 1998 to focus on the discovery and clinical development of novel therapeutic agents to treat acute and chronic organ injury by harnessing the body’s protective, reparative and regenerative systems. The therapeutic strategy Angion follows and pathways Angion targets were selected to prevent or limit acute injury, to prevent or limit acute injury from evolving into chronic disease, and to stabilize, and even reverse, chronic disease. Angion’s clinical programs are currently focused on renal transplantation, acute kidney disease and acute cardiac disease. Angion’s most advanced drug candidate, “BB3,” received both Fast Track and Orphan Drug designations from the Food and Drug Administration (“FDA”) and is in Phase 2 clinical trials for the treatment of delayed graft function, or DGF, in renal transplant recipients. Angion is a recipient of multiple grants from the National Institute of Health (“NIH”) and other United States government agencies that support these preclinical and clinical programs.
The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with FDA regulations, litigation, and product liability. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. The Company’s BB3 drug candidate is the first product that the Company intends to develop for its own commercialization efforts, rather than undertake an outlicensing strategy as the Company has done previously. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its consultants and obtaining and protecting intellectual property.
Note 2 — Going Concern and Plan of Operation
The accompanying financial statements have been prepared on a going concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business.
The Company has been funded through grants from the National Institute of Health and other United States government agencies. Each grant award specifies a total dollar amount and term that that the Company can draw in the advancement of such projects. As of December 31, 2013, the Company has approximately $4.8 million remaining under awards granted. The Company’s current grant funding substantially expires in the summer of 2014, and therefore its ability to support its operating costs without additional grant funding and/or external financing, raise substantial doubt about its ability to continue as a going concern. The Company has applied for significant grant awards or renewals, however, there is no assurance that the Company will be successful in receiving such awards.
The Company expects to incur significant expenses to complete clinical work and to prepare BB3 for Phase 3 trials in the United States. The Company may never be able to obtain regulatory approval for the marketing of BB3 or other products in the United States or internationally, and even if the Company is able to commercialize BB3 or any other product candidate, there can be no assurance that the Company will generate significant revenues or ever achieve profitability. The Company also expects that its research and development expenses will continue to increase as it moves forward with its clinical testing for BB3 and performs other studies for its diverse research and development portfolio. As a result, the Company expects to continue to incur substantial losses for the foreseeable future, and these losses will be increasing. The Company will not commence the Phase 3 clinical trial of BB3 for Delayed Graft Function, the Phase 2 trial for Acute Kidney Injury, or continue the Phase 2 for Myocardial Infarction unless the Company receives the proceeds of a contemplated initial public offering or other significant funding. Further, in the event that the Company does not receive additional grant awards or renewals, it will be forced to eliminate certain sub-contractors contracts and infrastructure costs.
F-7
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies
Basis of presentation:
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’), and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.
Principles of Consolidation
The accompanying financial statements have been prepared in accordance with Financial Accounting Standards Board Accounting Standards Codification 810 (FASB ASC 810), Consolidation. FASB ASC 810 provides guidance on the identification of entities for which control is achieved through means other than through voting rights and how to determine when and which business enterprises should be consolidated as a variable interest entity (VIE). The consolidated financial statements include Angion and NovaPark, LLC (“NovaPark”), of which Angion owns a 10% equity interest and which management has determined is a variable interest entity and that Angion is the primary beneficiary.
NovaPark, a limited liability company formed in 2011, owns commercial real estate. The Company leases its corporate headquarters facility from NovaPark, which is affiliated with the Company through common ownership. The Company is a guarantor on the mortgage, discussed in Note 6, between NovaPark and a financial institution, and therefore consolidation was deemed to be required. As part of the consolidation, the building, land and all of the debt associated with these assets that are owned by NovaPark have been consolidated into the Company’s financial statements. All material inter-company accounts and transactions have been eliminated in consolidation.
The Company also invested in Ohr Cosmetics LLC (“Ohr”), a company owned in part by the president of the Company (see Note 13). Ohr does not require consolidation as the Company owns less than 1.0% and does not have a controlling financial interest nor does it have an obligation to absorb the losses of the entity. The Company accounts for this investment under the equity method since it has significant influence.
Cash and cash equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At times the balances may exceed the FDIC insured limits.
Grants Receivable
Grants receivable consist of unbilled amounts due from various grants from the NIH and other United States government agencies for costs incurred prior to the period end under reimbursement contracts. All amounts are readily available for draw from the Federal Government Payment Management System and, accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, which include grants receivable and current liabilities, are considered to be representative of their respective fair values due to their short term nature. The Company believes the fair value for its long-term debt based on current market interest rates and credit spreads for debt with similar maturities is comparable to the carrying value.
F-8
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (continued)

Revenue Recognition — Grant Revenue
Funds received from grants are generally deemed to be earned and recognized as revenues as allowable costs are incurred during the grant period. Revenues from cost plus fixed fee contracts are recognized as services are rendered or as costs are incurred during the contract performance period. Grants receivable are unbilled receivables that primarily represent revenue earned on contracts, which the Company is contractually precluded from billing until a future date. The Company is subject to periodic audits of revenues and associated expenses by the United States Federal Government and is also subject to various reporting requirements.
Licensing and associated milestone revenues are recorded when earned. The Company has previously earned approximately $4 million in licensing revenues prior to 2011; however, there are no active license agreements other than that with Ohr Cosmetics (see Note 13), and there was no revenue recognized as a result of that agreement for the year ended December 31, 2013.
Revenue Recognition — Rental Income
Rental income is recognized by NovaPark on a straight-line basis where contractual rental payments escalate over the term of the lease. One tenant accounts for the rental income which is not eliminated in the consolidation of the Company’s financial statements. The Company collected a security deposit from such tenant which is reflected as a security deposit liability on the Company’s accompanying consolidated balance sheet.
On June 21, 2011, and as subsequently amended, Angion entered into a lease with NovaPark for approximately 37% of the building for a term of 15 years, at a fixed annual base rent of $450,000 per annum increasing at the rate of 3% every three years, plus proportionate share of real estate taxes and operating costs. Because of the related party relationship between the Company and NovaPark, the U.S. government sets a limit on the amount of rent to a related entity that they will reimburse. Such rentals are eliminated in consolidation. NovaPark will increase the rent the Company is currently paying after the offering.
NovaPark enjoys certain local property tax benefits for a period of 10 years from its purchase, as long as it complies with the requirements of Uniondale’s Industrial Development Agency (“Pilot”) program. The Company was in compliance with such program during 2013. Real estate taxes are billed monthly by NovaPark to its tenants, and amounts collected in advance of the quarterly date when the real estate taxes are due are reflected as real estate tax escrow assets.
Research and Development Costs
Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development. Research and development includes costs such as clinical trial expenses, contracted research and license agreement fees with no alternative future use, supplies and materials, and allocation of various corporate costs. Costs for certain development activities, such as clinical trials are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expenses.
Capitalized Financing Costs
Capitalized financing costs are being amortized on a straight-line basis over the term of the related debt (144 months).
F-9
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (continued)

Impairment of long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows. No impairment losses were recognized during the years ended December 31, 2013 and 2012.
Stock-Based Compensation
The Company recognizes compensation cost relating to share-based payment transactions in operating results using a fair-value measurement method, in accordance with ASC-718 Compensation-Stock Compensation. ASC-718 requires all share based payments to employees, including grants of employee stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company will determine the fair value of share-based awards using the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, expected forfeiture rate and expected life of the options.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Current and deferred income taxes have been provided through December 31, 2013. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. The Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2013 and 2012.
Earnings Per Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. No options were included in the 2013 and 2012 computations of diluted earnings per share because their effect would be anti-dilutive as a result of options for which the strike price exceeds the fair market value at period end.
 
 
 
 
For the Year Ended
December 31, 2013
 
 
For the Year Ended
December 31, 2012
 
 
 
 
Net Income
attributable to
Angion
 
 
Shares
 
 
EPS
 
 
Net Income
attributable to
Angion
 
 
Shares
 
 
EPS
 
 
Basic & Diluted EPS
 
 
$
632,241
 
 
 
61,200
 
 
$
10.34
 
 
$
307,303
 
 
 
61,200
 
 
$
5.02
 
F-10
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 3 — Summary of Significant Accounting Policies (continued)

Shares issuable upon the exercise of options outstanding at December 31, 2013 and 2012 were 3,775 shares, and since the exercise price was greater than the estimated fair market value of the common stock at December 31, 2013 and 2012, they are considered anti-dilutive.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization are provided over the estimated useful lives of the assets as follows:
 
 
 
 
Method
 
 
Estimated Useful Life
 
 
Furniture and fixtures
 
 
Double declining balance or straight line
 
 
5 – 7 years
 
 
Leasehold improvements
 
 
Straight-line
 
 
Term of lease or estimated useful life whichever is less
 
 
Equipment
 
 
Double declining balance
or straight line
 
 
3 – 7 years
 
 
Building
 
 
Straight-line
 
 
39 years
 
The Company reviews its long-lived assets, which consist of property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of such assets may not be fully recoverable. Impairment is recognized for long lived assets when the carrying values exceed their undiscounted cash flows.
Recent accounting pronouncements:
In December 2011, the FASB issued ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”. This update stated that the specific requirement to present items that are reclassified from other comprehensive income (loss) to net income (loss) alongside their respective components of net income (loss) and other comprehensive income (loss) will be deferred. In February 2013, the FASB issued ASU 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This update requires companies to present the effects on the line items of net income (loss) of significant reclassifications out of accumulated other comprehensive income (loss) if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income (loss) in the same reporting period. ASU 2013-02 is effective prospectively for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect its adoption to have a material impact on its financial statements.
F-11
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 4 — Property and Equipment
Property and Equipment consisted of the following as of December 31:
 
 
 
 
2013
 
 
2012
 
 
Furniture and fixtures
 
 
$
28,339
 
 
$
28,339
 
 
Leasehold improvements
 
 
 
2,356,625
 
 
 
2,339,050
 
 
Equipment
 
 
 
240,946
 
 
 
240,946
 
 
Building
 
 
 
4,914,507
 
 
 
4,914,507
 
 
 
 
 
7,540,417
 
 
 
7,522,842
 
 
Less: Accumulated depreciation
 
 
 
(1,369,048
)
 
 
 
(917,263
)
 
 
Net fixed assets
 
 
$
6,171,369
 
 
$
6,605,579
 
The Company reported depreciation expense of $451,786 and $454,658 for the years ended December 31, 2013 and 2012 respectively.
Note 5 — Capitalized Financing Costs
Capitalized financing costs of $102,697, which relate to financing costs associated with the mortgage (see Note 6), were recorded at cost. The closing costs are reported net of accumulated amortization of $22,108 and $13,550 for the years ended December 31, 2013 and 2012, respectively. Amortization expense is recognized over the term of the underlying mortgage and was approximately $9,000 for each of the years ended December 31, 2013 and 2012.
Note 6 — Accrued Expenses
Accrued expenses for the years ended December 31, 2013 and 2012 were as follows:
 
 
 
 
2013
 
 
2012
 
 
Accrued direct materials
 
 
$
142,218
 
 
$
12,670
 
 
Accrued direct subcontractors
 
 
 
308,806
 
 
 
407,400
 
 
Accrued direct consultants
 
 
 
6,095
 
 
 
13,287
 
 
Accrued other direct costs
 
 
 
9,026
 
 
 
1,573
 
 
Accrued vacation
 
 
 
57,150
 
 
 
36,542
 
 
Accrued lab expenses & supplies
 
 
 
11,263
 
 
 
—
 
 
Accrued office expenses
 
 
 
10,822
 
 
 
—
 
 
Accrued licenses and permits
 
 
 
—
 
 
 
5,000
 
 
Accrued taxes
 
 
 
—
 
 
 
7,337
 
 
Accrued management fees – rental
 
 
 
24,035
 
 
 
24,349
 
 
Accrued rent
 
 
 
6,099
 
 
 
—
 
 
Accrued insurance
 
 
 
19,492
 
 
 
—
 
 
Accrued professional fees
 
 
 
26,782
 
 
 
37,671
 
 
 
 
$
621,789
 
 
$
545,829
 
F-12
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 7 — Debt
In July 2011, NovaPark entered into a mortgage note payable to a bank in the amount of $5,600,000. The note bears interest at a rate of 5.5% for the first seven years of the note and thereafter 275 basis points above the Federal Home Loan Bank of NY Index within a floor of 5.5%. The balances due as of December 31, 2013 and December 31, 2012 were $5,324,535 and $5,440,117, respectively. The loan contains a balloon payment of $3,855,000 that is due in July of 2023.
The loan includes a provision that $650,000 of the proceeds must be applied to repair and replace certain mechanical and operating equipment as well as to provide for costs of tenant improvements. Through December 31, 2013, the Company has approximately $360,000 remaining under this commitment. The loan contains debt covenants in which the Borrower must maintain a loan to value ratio of 60% and a Debt Service Coverage ratio of not less than 1.40. The Company is in compliance with its covenants as of December 31, 2013.
Future debt service payments under the mortgage are as follows:
 
 
Year Ending
 
 
 
 
December 31, 2014
 
 
$
122,182
 
 
December 31, 2015
 
 
 
129,172
 
 
December 31, 2016
 
 
 
135,751
 
 
December 31, 2017
 
 
 
144,328
 
 
December 31, 2018
 
 
 
152,585
 
 
Thereafter
 
 
 
4,640,517
 
 
 
 
$
5,324,535
 
Note 8 — Income Taxes
NovaPark LLC is taxed as a partnership and accordingly, there is no entity level taxes due from its operations. The effective income tax rate of 26.1% and 16.9% for the years ended December 31, 2013 and 2012, respectively differs from the combined federal and state income tax rate of 40% because approximately $700,000 of income before income taxes was attributable to NovaPark in both 2013 and 2012, reducing the income subject to taxation by approximately 40% and 60% of the pre-tax consolidated net income, respectively. The below income tax data reflects only amounts relating to Angion.
Components of the net deferred tax liabilities are:
 
 
 
 
December 31, 2013
 
 
December 31, 2012
 
 
Deferred tax (asset):
 
          
 
Accrued vacation
 
 
$
(24,000
)
 
 
$
(15,000
)
 
 
Deferred tax liabilities:
 
 
 
 
 
 
 
 
 
 
IRC Section 481 adjustment
 
 
 
106,000
 
 
 
212,000
 
 
Depreciable assets
 
 
 
4,000
 
 
 
7,000
 
 
Net deferred tax liability
 
 
$
86,000
 
 
$
204,000
 
F-13
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 8 — Income Taxes (continued)

The expense (benefit) for income taxes is comprised of:
 
 
 
 
For the Year Ended
December 31, 2013
 
 
For the Year Ended
December 31, 2012
 
 
Current:
 
 
 
 
 
 
 
 
 
 
Federal
 
 
$
450,000
 
 
$
344,060
 
 
State
 
 
 
120,778
 
 
 
69,798
 
 
Deferred:
 
 
 
 
 
 
 
 
 
 
Federal
 
 
 
(70,000
)
 
 
 
(128,000
)
 
 
State
 
 
 
(48,000
)
 
 
 
(84,000
)
 
 
Total tax expense
 
 
$
452,778
 
 
$
201,858
 
The Company’s provision for income taxes differs from applying the U.S. federal income tax rate to income before income tax. The primary differences result from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes. The Company’s income tax returns are subject to examination by taxing authorities generally for three years. The tax returns of the Company related to fiscal 2010 through 2012 tax years remain open by the major taxing jurisdictions to which the Company is subject. For New Jersey state tax purposes, the Company’s filed fiscal 2009 through 2012 tax years remain open for examination by the tax authorities under a four year statute of limitations.
The Company follows FASB ASC 740-10, Uncertainty in Income Taxes. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company did not have any unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2013 and 2012. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2013 and 2012.
Note 9 — Stockholders’ and Owners’ Equity
Common Stock
There were no transactions in the Company’s common stock for the years ended December 31, 2013 and 2012.
Note 10 — Stock Option Plans
In 2002 Angion adopted the 2002 Stock Option Plan (“the Plan”) for the purpose of issuing incentive stock options (ISO), nonqualified stock options, awards of stock and to allow the purchase of stock in the Company by officers, employees, directors and other individuals who render services to the Company. In 2009, the Company issued stock options to certain employees. The options that have been granted to date generally contain provisions to immediately vest or may vest up to 4 years from the grant date with possible acceleration upon certain events and expire ten years from the date of the grant. The aggregate number of shares that may be issued pursuant to the Plan is 5,000. Pursuant to the plan, no options are to be granted after August 4, 2012.
The Company adopted FASB ASC 718, Share-Based Payment, which requires all share-based payments to employees to be recognized as an expense based on the estimated fair value of the award on the date of the grant. The compensation expense, less expected forfeitures, is being recognized over the service period on a straight-line basis. The Company uses the Black Scholes Method to calculate fair value of the awards. Under FASB ASC 718, the estimated forfeiture method is required such that expected future forfeitures of non-vested awards are reflected as a reduction of stock-based compensation expense.
F-14
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 10 — Stock Option Plans (continued)

Estimated forfeitures may need to be revised in subsequent periods if actual forfeitures differ from estimates. Forfeitures were estimated at the time of the grant.
Total stock based compensation expense for the years ended December 31, 2013 and 2012 was $0 and $140, respectively and is included in selling, general and administrative expenses in the accompanying consolidated statements of income, and is also included in additional paid-in capital on the accompanying consolidated balance sheets.
The fair value of stock options granted is determined using the Black-Scholes option-pricing model, which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock and the risk-free rate over the expected life of the option. The expected stock price volatility is based in the historical, expected or implied volatility of share prices of similar public entities for which share or option price information is available.
There were no stock options issued in 2013 and 2012. As of December 31, 2013 and 2012 there were 3,775 options outstanding and vested. All options contain an exercise price of $20 per share. The table below contains related information about the plan.
 
 
Exercise Price
 
 
December 31,
2013
 
 
Remaining
Contractual
Life
 
 
$20.00
 
 
 
3,775
 
 
 
5.75
 
Note 11 — Concentrations of Credit Risk
Financial instruments which potentially subject the Company to credit risk consist primarily of cash and sales. The Company maintains cash with a high quality financial institution. At times such amounts may exceed the federally insured limits.
The credit risk for revenue is concentrated because the Company received 100% of its revenue in 2013 and 2012 from the United States government. All of the revenue from the United States government was derived from the National Institutes of Health (NIH). Grants receivable from the NIH totaled $485,762 and $580,378 for the years ended December 31, 2013 and 2012, respectively.
Note 12 — Employee Benefit Plan
The Company has a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). Under the 401(k) Plan, employees may elect to defer part of their salary, subject to Internal Revenue Service limits.
The Company has elected to make matching contributions to the 401(k) plan of 100% of every dollar each participant defers into the plan up to a maximum deferral of 3% of the participant’s eligible wages. The Company made matching contributions to the 401(k) Plan totaling $42,127 and $40,438 in 2013 and 2012, respectively.
Note 13 — Commitments
As of December 31, 2013, the Company had a license agreement entered into in April 1998 with an unaffiliated hospital for exclusive licenses to their intellectual property on the use of HGF and inhibitors thereof for certain medical uses. This license was terminated in January of 2014. No payments to the hospital were associated with the maintenance of the license in the years ending December 31, 2013 and 2012. The license was terminated by the Company in January of 2014, as the underlying patent was approaching its end of term. No products were approved or marketed under these patents while the license was in effect.
F-15
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 13 — Commitments (continued)

As of December 31, 2013, the Company had a license agreement entered into in February 2000 with an unaffiliated hospital for exclusive licenses to its intellectual property on peptides and small molecules. Annual fees in the amount of $10,000 per year were payable to the hospital in the years ending December 31, 2013 and 2012. The license was terminated by the Company in January 2014, and no longer met the Company’s clinical requirements. No clinical studies were conducted or products approved or marketed under the patents while the license was in effect.
The Company had entered into an agreement in October 2013 with an unaffiliated research institution for clinical trials to be conducted by the institution involving a skin enhancing cosmetic developed by the Company. Under the terms of this agreement, approximately $3,000 per subject is to be paid to the institution on a monthly basis based on completed subject visits. For the year ended December 31, 2013, approximately $195,000 was paid to this institution for such clinical trials, and is reflected as research and development costs non-federally funded.
The Company also rents office space in a commercial building in Fort Lee, New Jersey with an unrelated party that expires in 2014. The remaining contractual lease payments are approximately $30,000.
Note 14 — Related Party Transactions
Due From Officer
On January 1, 2012, Angion entered into a note receivable agreement with its President in the amount of $1,595,707 in connection with an equity transaction in which the President purchased a 54% interest in NovaPark from Angion. The note is due in full on December 31, 2019 and bears interest annually at 1.17%. The interest amounts are due in annual installments on December 31 of each year. Interest recorded related to this receivable was $19,000 in each year for the years ended December 31, 2013 and 2012.
Investment
In November 2013, the Company invested $50,000 for a less than 1.0% interest in Ohr that is owned in part by the President of Angion. Members of the Company’s President’s immediate family own the entity which is the majority holder of the membership interests of Ohr. In addition, the Company’s President’s son is the manager of Ohr. The Company accounts for this investment under the equity method. The profit and loss impact for the brief amount of time that the Company had ownership in Ohr would be immaterial, so that impact has not been disclosed on the financial statements. In addition, Angion has entered into a licensing agreement with this company that allows Ohr to sell certain licensed products developed by Angion. When certain milestones are met through revenues earned on the licensed products, Ohr is required to make payments to Angion. No revenue from this license agreement was recognized during 2013 or 2012. As of December 31, 2013, Ohr has not commenced operations. Dr. Michael A. Yamin, the Company’s Vice President and a director, is also a consultant to Ohr Cosmetics.
Consultant Fees
Angion pays consulting fees under an agreement with the wife of the President of the Company. For the years ended December 31, 2013 and 2012, consultant fees paid to this individual were approximately $96,000 and $92,000, respectively.
Note 15 — Segment Information
The Company follows “Disclosures about Segments of an Enterprise and Related Information,” which establishes standards for companies to report information about operating segments, geographic areas and major customers. The Company currently operates in two business segments as of December 31, 2013: biotechnology research, and industrial rental real estate. The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 2 to the Company’s Consolidated Financial Statements).
F-16
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 15 — Segment Information (continued)

The following tables reflect the results of the segments consistent with the Company’s management system:
 
 
Year Ended December 31, 2013
 
 
Biotechnology
 
 
Rental
Real Estate
 
 
Grant Revenue
 
 
$
6,581,072
 
 
$
—
 
 
Rental income
 
 
 
—
 
 
 
2,393,952
​(A)
 
 
Cost of grant revenues – direct research costs
 
 
 
(3,173,478
)
 
 
 
—
 
 
Research and development costs – non-Federally funded
 
 
 
(196,008
)
 
 
 
—
 
 
General and administrative less depreciation and amortization
 
 
 
(2,977,596
)​(A)
 
 
 
(932,591
)
 
 
Depreciation and amortization
 
 
 
(8,613
)
 
 
 
(443,173
)
 
 
Interest expense
 
 
 
—
 
 
 
(300,432
)
 
 
Other income
 
 
 
787,707
 
 
 
1,594
 
 
Net income before provision for income taxes
 
 
$
1,013,084
 
 
$
719,350
 
 
Total assets​(B)
 
 
$
3,384,296
 
 
$
8,158,284
 
 
Capital expenditures
 
 
 
—
 
 
 
17,575
 
 
 
Year Ended December 31, 2012
 
 
Biotechnology
 
 
Rental
Real Estate
 
 
Grant Revenue
 
 
$
7,297,701
 
 
$
—
 
 
Rental income
 
 
 
—
 
 
 
2,789,571
​(C)
 
 
Cost of grant revenues – direct research costs
 
 
 
(3,673,684
)
 
 
 
—
 
 
General and administrative less depreciation and amortization
 
 
 
(3,186,018
)​(C)
 
 
 
(1,314,684
)
 
 
Depreciation and amortization
 
 
 
(14,081
)
 
 
 
(440,577
)
 
 
Interest expense
 
 
 
—
 
 
 
(307,450
)
 
 
Other income
 
 
 
9,153
 
 
 
34,042
 
 
Net income before provision for income taxes
 
 
$
433,071
 
 
$
760,902
 
 
Total assets​(D)
 
 
$
2,887,947
 
 
$
8,611,962
 
 
Capital expenditures
 
 
 
—
 
 
 
47,734
 
 
Elimination entries required to reconcile these amounts to the amounts presented on the consolidated financial statements:
(A)
  • Rental expense and income of $752,587
(B)
  • Investment in NovaPark LLC of $479,732
(C)
  • Rental expense and income of $912,126
(D)
  • Investment in NovaPark LLC of $469,746
Included in total assets of the rental real estate segment is property and equipment with a carrying amount of $6,144,000 and $6,569,597, at December 31, 2013 and 2012, respectively, that serves as collateral for NovaPark’s mortgage obligation of $5,324,535 and $5,440,117 at December 31, 2013 and 2012, respectively. The mortgage is guaranteed by Angion and the Chief Executive Officer of Angion. The Chief Executive Officer of Angion and NovaPark have agreed that if the Chief Executive Officer of Angion is unable to satisfy his obligations under the guarantee and Angion is required to satisfy NovaPark’s obligations under the mortgage, then the Chief Executive Officer of Angion and NovaPark will immediately transfer all of their ownership interests in the building to Angion.
F-17
TABLE OF CONTENTS
Angion Biomedica Corp. and Affiliate
   
Notes to Consolidated Financial Statements

Note 16 — Other Income
In 2013, the Company received refundable tax credits from the New York State Recovery Program in the amount of $250,000 per year for 2009 through 2011, totaling $750,000. The program was established to help provide funding for research and development companies in the State of New York. No further credits are anticipated through this program.
Note 17 — Subsequent Events
The Company has engaged Aegis Capital Corp. to serve as the lead underwriter on a best efforts basis in connection with the Company’s initial public offering. The timing, form and amount of financing, if any, are uncertain.
F-18
TABLE OF CONTENTS
 
 
                  Shares
Common Stock
[MISSING IMAGE: logo_angion.jpg]
 
 
PROSPECTUS
 
Aegis Capital Corp
Through and including            , 2014 (the 25th day after the commencement of this offering) all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their 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 expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of the common stock being registered. All the amounts shown are estimates except the SEC registration fee and the FINRA filing fee.
 
 
SEC registration fee
 
 
   *   
 
 
FINRA filing fee
 
 
   *   
 
 
NASDAQ Capital Market initial listing fee
 
 
   *   
 
 
Blue sky qualification fees and expenses
 
 
   *   
 
 
Printing and engraving expenses
 
 
   *   
 
 
Legal fees and expenses
 
 
   *   
 
 
Accounting fees and expenses
 
 
   *   
 
 
Transfer agent and registrar fees
 
 
   *   
 
 
Miscellaneous
 
 
   *   
 
 
Total
 
 
   *   
 
 
*
  • To be completed by amendment.
Item 14.   Indemnification of Directors and Officers
Delaware Law
In connection with the completion of this offering, our amended and restated certificate of incorporation will contain provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of our directors for monetary damages for breach of their fiduciary duties as directors. Our amended and restated bylaws to be in effect immediately prior to the completion of this offering provide that we must indemnify our directors and officers and may indemnify our employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.
Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.
Prior to the consummation of this offering, we expect to enter into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amended and restated bylaws, and we intend to enter into indemnification agreements with any new directors and executive officers in the future.
We intend to maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
II-1
TABLE OF CONTENTS
Additionally, reference is made to the Underwriting Agreement, the form of which is filed as Exhibit 1.1 hereto, which provides for indemnification by the underwriter of Angion Biomedica Corp., our directors and officers who sign the registration statement and persons who control Angion Biomedica Corp., under certain circumstances.
See also “Undertakings” set out in response to Item 17 herein.
Item 15.   Recent Sales of Unregistered Securities
The Company has not issued any securities in the three years preceding the filing of this registration statement.
Item 16.   Exhibits and Financial Statement Schedules
(a) Exhibits
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
Item 17.   Undertakings
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act, and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to provide 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.
The undersigned registrant hereby undertakes that:
For purposes of determining any liability under the Securities Act of 1933, the information omitted from a form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities Act of 1933, 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.
For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
II-2
TABLE OF CONTENTS
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
  • Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
  • Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
  • The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
  • Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
II-3
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the       day of       , 2014.
ANGION BIOMEDICA CORP.
By:
  •    
     
    Itzhak Goldberg, M.D., F.A.C.R.
    President and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We the undersigned officers and directors of Angion Biomedica Corp., hereby severally constitute and appoint Itzhak D. Goldberg and           , and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-1 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Intercept Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on the              day of             , 2014.
 
 
Signature
 
 
Title
 
 
Date
 
 
 
 
Itzhak D. Goldberg, M.D., F.A.C.R.
 
 
President & Chief Executive Officer
(Principal Executive Officer) and Director
 
 
           , 2014
 
 
 
 
 
 
Chief Financial Officer
(Principal Financial Officer)
 
 
           , 2014
 
 
 
 
Michael A. Yamin, Ph.D
 
 
Director
 
 
           , 2014
 
 
 
 
 
 
Director
 
 
           , 2014
 
 
 
 
 
 
Director
 
 
           , 2014
 
 
 
 
 
 
Director
 
 
           , 2014
 
II-4
TABLE OF CONTENTS
EXHIBIT INDEX
 
 
Exhibit No
 
 
Description
 
 
1.1*
 
 
Form of Underwriting Agreement.
 
 
3.1
 
 
Restated Certificate of Incorporation of the Registrant (as currently in effect).
 
 
3.2
 
 
Bylaws of the Registrant (as currently in effect).
 
 
3.3*
 
 
Form of Restated Certificate of Incorporation of the Registrant (to be effective upon completion of the offering).
 
 
3.4*
 
 
Form of Amended and Restated Bylaws of the Registrant (to be effective upon completion of the offering).
 
 
4.1*
 
 
Form of Common Stock Certificate.
 
 
4.2*
 
 
Form of Representative’s Warrant.
 
 
4.3
 
 
Amended Restated and Consolidated Unsecured Promissory Note dated January 1, 2012, from Itzhak D. Goldberg to the Registrant.
 
 
5.1*
 
 
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of securities being registered.
 
 
10.1+
 
 
2002 Stock Option Plan of the Registrant.
 
 
10.2+
 
 
Form of Stock Option Agreement granted under the 2002 Stock Option Plan of the Registrant.
 
 
10.3*+
 
 
Form of 2014 Equity Incentive Plan of the Registrant.
 
 
10.4*+
 
 
Form of Stock Option Grant Notice for Directors under the 2014 Equity Incentive Plan of the Registrant.
 
 
10.5*+
 
 
Form of Stock Option Grant Notice for Employees and Consultants under the 2014 Equity Incentive Plan of the Registrant.
 
 
10.6*+
 
 
Form of Restricted Stock Unit Award Grant Notice for Directors under the 2014 Equity Incentive Plan of the Registrant.
 
 
10.7*+
 
 
Form of Restricted Stock Unit Award Grant Notice for Employees and Consultants under the 2014 Equity Incentive Plan of the Registrant.
 
 
10.8*+
 
 
Non-Employee Director Compensation Policy.
 
 
10.9*
 
 
Form of Agreement between the Registrant and Members of the Registrant’s Scientific Advisory Board.
 
 
10.10+
 
 
Employment, Confidential Information and Invention Assignment Agreement by and between the Registrant and Dr. Itzhak D. Goldberg, dated January 1, 2005.
 
 
10.11+
 
 
Employment, Confidential Information and Invention Assignment Agreement by and between the Registrant and Weizhong Cai, dated June 19, 2003.
 
 
10.12+
 
 
Employment, Confidential Information and Invention Assignment Agreement by and between the Registrant and Prakash Narayan, dated April 24, 2002.
 
 
10.13+
 
 
Employment, Confidential Information and Invention Assignment Agreement by and between the Registrant and Michael A. Yamin, dated November 1, 2005.
 
 
10.14
 
 
Lease Agreement by and between the Registrant and NovaPark LLC, as amended, dated June 29, 2011.
 
 
10.15
 
 
Lease Agreement by and between the Registrant and 400 Kelby Associates, dated October 29, 2002.
 
 
10.16*+
 
 
Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers.
 
 
10.17*#
 
 
License Agreement by and between the Registrant and Ohr Cosmetics, LLC, dated November 15, 2013.
 
 
10.18*#
 
 
Collaboration Agreement by and between the Registrant and Controlled Drug Delivery Provider, dated September 1, 2013.
 
II-5
TABLE OF CONTENTS
 
 
Exhibit No
 
 
Description
 
 
10.19
 
 
Consulting Agreement by and between the Registrant and Rina S. Kurz, as amended on January 1, 2009.
 
 
23.1*
 
 
Consent of EisnerAmper LLP, independent registered public accounting firm.
 
 
23.2*
 
 
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
 
 
24.1*
 
 
Power of Attorney (included on signature page to initial filing).
 
 
*
  • To be filed by amendment.
+
  • Indicates management contract or compensatory plan.
#
  • Portions of this exhibit (indicated by asterisks) are expected to be omitted pursuant to a request for confidential treatment to be filed with the SEC pursuant to Rule 406 of the Securities Act of 1933, as amended.
II-6
 EX-3.1 2 filename2.htm

 

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION 

 

OF

 

ANGION BIOMEDICA CORP.

 

 

 

FIRST.    The name of this corporation shall be:

 

ANGION BIOMEDICA CORP.

 

SECOND.     Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATE AGENTS, INC.

 

THIRD.      The purpose or purposes of the corporation shall be:

 

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH.      The total number of shares of stock which this corporation is authorized to issue is:

 

One Hundred Thousand (100,000) shares with a par value of One CCent ($.01) per share, amounting to One Thousand Dollars ($1,000.00).

 

FIFTH.    The name and mailing address of the incorporator is as follows:

 

Stacie Keffer

Corporate Agents, Inc.

1013 Centre Road

Wilmington, DE 19805

 

SIXTH.     The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

 

IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this sixth day of April, A.D. 1998.

 

  /s/ Stacie Keffer
  Stacie Keffer
  Incorporator

 

 

 

 EX-3.2 3 filename3.htm

 

Exhibit 3.2

 

BY-LAWS

 

OF

 

ANGION BIOMEDICA CORP.

 

ARTICLE I.

 

Stockholders’ Meetings; Voting

 

Section 1.1.     Annual Meetings.  An annual meeting of stockholders shall be held for the election of directors on the first Monday in May of each year, if not a legal holiday, and, if a legal holiday, then on the next day not a legal holiday, at 10:00 o’clock in the forenoon at such time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

 

Section 1.2.     Special Meetings.  Special meetings of stockholders may be called at any time by the Chairman of the Board, the President, the Board of Directors, or as provided in Section 2.2, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of stockholders who together own of record at least thirty percent (30%) of the outstanding shares of stock entitled to vote at such meeting.

 

Section 1.3.     Notice of Meetings.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. The Corporation shall, at the written request of any stockholder, cause such notice to such stockholder to be confirmed to such other address and/or by such other means as such stockholder may reasonably request, provided that if such written request is received after the date any such notice is mailed, such request shall be effective for subsequent notices only.

 

Section 1.4.     Adjournments.  Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

 
 

  

Section 1.5.     Quorum.  At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. With respect to any matter on which stockholders vote separately as a class, the holders of a majority of the outstanding shares of such class shall constitute a quorum for a meeting with respect to such matter. Two or more classes or series of stock shall be considered a single class for purposes of determining existence of a quorum for any matter to be acted on if the holders thereof are entitled or required to vote together as a single class at the meeting on such matter. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these by-laws until a quorum shall attend.

 

Section 1.6.     Organization.  Meetings of stockholders shall be presided over by the Chairman of the Board, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

 

Section 1.7.     Voting; Proxies.  Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of any class of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, such election and all other elections and questions shall, unless otherwise provided by law or by the certificate of incorporation or these by-laws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, voting as a single class.

 

Section 1.8.     Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is

 

2
 

  

fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

 

Section 1.9.     List of Stockholders Entitled to Vote.  The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

 

Section 1.10.     Consent of Stockholders in Lieu of Meeting.  To the extent provided by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the certificate of incorporation or by these by-laws, the meeting and prior notice thereof and vote of stockholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action without a meeting by less than unanimous written consent and notice thereof shall be given to those stockholders who have not consented in writing.

 

ARTICLE II.

 

Board of Directors

 

Section 2.1.     Powers; Number; Qualifications.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The number of Directors which shall constitute the whole Board of Directors shall not be less than one (1) nor more than seven (7), with the initial number of Directors to be one (1). Within such limits, the number of directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the certificate of incorporation.

 

3
 

 

Section 2.2.     Election; Term of Office; Resignation; Removal; Vacancies; Special Elections.  Except as otherwise provided in this Section 2.2, the directors shall be elected annually at the annual meeting of the stockholders. Each director (whenever elected) shall hold office until the annual meeting of stockholders or any special meeting of stockholders called to elect directors next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal, except as provided in the certificate of incorporation. Any director may resign at any time upon written notice to the Board of Directors or to the Chairman of the Board or to the President of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director may be removed with or without cause at any time upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such director, given at a special meeting of such stockholders called for the purpose. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of directors shall be increased, the directors then in office shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum; provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series shall be filled by a majority of the directors elected by such class or classes or series thereof then in office though less than a quorum or by a sole remaining director so elected. Any such vacancies or newly created directorships may also be filled upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of directors, given at a special meeting of the stockholders called for the purpose.

 

Section 2.3.     Regular Meetings.  Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

 

Section 2.4.     Special Meetings.  Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

 

Section 2.5.     Telephonic Meetings Permitted.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any member of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

 

Section 2.6.     Quorum; Vote Required for Action.  At all meetings of the Board of Directors the presence of a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of at least a majority of the directors present at any meeting at which a quorum is present shall be necessary to constitute and shall be the act of the Board unless the certificate of incorporation or these by-laws shall otherwise provide. In case at

 

4
 

  

any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

 

Section 2.7.     Organization.  Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

 

Section 2.8.     Action by Directors Without a Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

 

ARTICLE III.

 

Committees

 

Section 3.1.     Committees.  The Board of Directors may, by resolution passed by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, and unless otherwise restricted by the certificate of incorporation or these by-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, to the full extent permitted by law.

 

Section 3.2.     Committee Rules.  Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of all such members present at a meeting shall be the act of such committee, and in other respects each committee shall conduct its business pursuant to Article II of these by-laws.

 

ARTICLE IV.

 

Officers

 

Section 4.1.     Officers; Election.  As soon as practicable after the annual meeting of stockholders in each year, the Board shall elect a President and a Secretary. The Board may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

 

Section 4.2.     Term of Office; Resignation; Removal; Vacancies.  Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer

 

5
 

  

shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time, provided that such action by the Board shall require the vote of a majority of the whole Board. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall or may be filled for the unexpired portion of the term by the Board at any regular or special meeting in the manner provided in Section 4.1 for election of officers following the annual meeting of stockholders.

 

Section 4.3.     Chairman of the Board.  The Chairman of the Board or, if there is not a Chairman of the Board, the President, shall be the chief executive officer and shall have general charge and supervision of the business of the Corporation. In addition, he shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers and perform such other duties as are, from time to time, assigned to him by the Board and as may be provided by law.

 

Section 4.4.     President.  The President shall be the chief operating officer and shall perform all duties incident to such office, and such other duties as, from time to time, may be assigned to him by the Board or as may be provided by law.

 

Section 4.5.     Vice Presidents.  The Vice President or Vice Presidents, at the request of the President or in his absence or during his inability to act, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board of Directors may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned to him or them by the Board or the President or as may be provided by law.

 

Section 4.6.     Secretary.  The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose; he shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; he shall be custodian of the records of the Corporation; he may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same; and, in general, he shall perform all duties incident to the office of secretary of a corporation, and such other duties as, from time to time, may be assigned to him by the Board or the President or as may be provided by law.

 

Section 4.7.     Treasurer.  The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit or cause

 

6
 

  

to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors; if required by the Board, he shall give a bond for the faithful discharge of his duties, with such surety or sureties as the Board may determine; he shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the President and to the Board, whenever requested, an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of treasurer of a corporation, and such other duties as may be assigned to him by the Board or the President or as may be provided by law.

 

Section 4.8.     Other Officers.  The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution adopted by the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

 

ARTICLE V.

 

Stock

 

Section 5.1.     Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

 

Section 5.2.     Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

 

ARTICLE VI.

 

Miscellaneous

 

Section 6.1.     Seal.  The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved

 

7
 

  

from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 

Section 6.2.     Waiver of Notice of Meetings of Stockholders, Directors and Committees.  Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.

 

Section 6.3.     Form of Records.  Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

 

Section 6.4.     Dividends.  Dividends upon the stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, bonds, in property, or in shares of stock, subject to the provisions of the Certificate of Incorporation.

 

Section 6.5.     Reserves.  Before the payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve.

 

Section 6.6.     Checks.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

Section 6.7.     Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

 

Section 6.8.     Offices.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places within or outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

8
 

  

ARTICLE VII.

 

Amendments

 

Section 7.1.     Amendments.  These by-laws may be altered, amended or repealed at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting.

 

ARTICLE VIII.

 

Indemnification

 

Section 8.1.     Indemnification.  The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation.

 

The Corporation shall pay any expenses reasonably incurred by a director or officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide for the payment of such expenses incurred by employees and agents of the Corporation as it deems appropriate.

 

The rights conferred on any person under this Article shall not be deemed exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Corporation’s Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification and to the advancement of expenses under this Article shall be deemed to be provided by a contract between the Corporation and the director, officer, employee or agent who serves in such capacity at any time while these by-laws and any other relevant provisions of the Delaware General Corporation Law and any other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.

 

For purposes of this Article, references to “the Corporation” shall be deemed to include any subsidiary of the Corporation now or hereafter organized under the laws of the State of Delaware.

 

9

 EX-4.3 4 filename4.htm

 

Exhibit 4.3

 

AMENDED, RESTATED AND CONSOLIDATED UNSECURED PROMISSORY NOTE

 

$1,595,707 January 1, 2012

(Principal Amount)

 

THIS AMENDED, RESTATED AND CONSOLIDATED UNSECURED PROMISSORY NOTE (this “Note”) is made and entered into by and between ITZHAK D. GOLDBERG, an individual (the “Maker”), and ANGION BIOMEDICA CORP., a Delaware corporation (the “Holder”). The Holder is the holder of that certain Unsecured Promissory Note dated January 5, 2009, in the original principal amount of Three Hundred Thousand U.S. Dollars (USD $300,000) made by the Maker and payable to the Holder (the “2009 Note”). The Maker and the Holder desire to amend, restate and consolidate the 2009 Note in its entirety with the additional sums advanced hereunder and to reflect a change in the interest rate and terms of payment of the 2009 Note.

 

The Maker, for value received, hereby promises to the order of the Holder, the principal sum of One Million Five Hundred Ninety-Five Thousand Seven Hundred and Seven U.S. Dollars (USD $1,595,707), on December 31, 2019, subject to prepayment, together with interest as set forth in Section 1 below. Both the principal and interest shall be payable at the principal office of the Holder, or at such other location as the Holder may designate.

 

1.           Interest. The outstanding principal amount of this Note shall bear interest annually at a rate of One and 17 hundredths (1.17 %) percent per annum, accruing from the date hereof and continuing until the entire principal amount shall be paid or otherwise satisfied, provided that from and after receipt by the Holder of a declaration of Default pursuant to Section 4.1 below, interest shall accrue at the rate of seven (7%) percent per annum. Interest shall be paid in annual installments, on December 31 of each year, commencing on December 31, 2012, subject to earlier payment pursuant to Section 2 below. For purposes of this Note, a business day shall mean a day other than a Saturday, Sunday or a day when banking institutions in the State of New York are authorize by law, regulation or order to remain closed.

 

2.           Prepayment.

 

2.1         Notice of Payment. The Maker may, at his option, upon at least five (5) business days’ prior written notice to the Holder, pay this Note in whole at any time or in part from time to time, without premium or penalty, with any such payment being applied first against any accrued but unpaid interest and then against the outstanding principal amount of this Note. The written notice shall set forth the prepayment date and the principal amount (after payment of accrued interest) to be prepaid.

 

 
 

  

2.2         Prepayment of Portion of Note. Upon any prepayment of a portion of the principal amount of this Note, the Holder, at its option, (i) may require the Maker to execute and deliver at the expense of the Maker a new Note dated as of the date to which interest on this Note has been paid, and payable to such person or persons as may be designated by the Holder, for the aggregate principal amount of this Note then remaining unpaid, upon surrender of this Note, or (ii) may present this Note to the Maker for notation hereon of the payment of the portion of the principal amount of this Note so prepaid.

 

2.3         Forgiveness. Upon the death of the Maker or the receipt by the Holder of a written determination of permanent disability (the “Determination”) of the Maker, the outstanding principal and any accrued interest on this Note shall be forgiven and deemed paid in its entirety. For purposes of this Section, the Determination shall be made by a physician licensed in the State of New Jersey or New York, who can be the personal physician for the Maker. The Determination shall set forth the nature of the disability and that for physical or mental reasons the disability has rendered the Maker unable to perform the duties of Chief Executive Officer or President of the Holder to substantially the same extent that he performs those duties as of the date of this Note, and that, in the professional judgment of such physician, by reason of such disability the Maker is not expected to perform those duties to such extent for at least the immediately following six (6) months period.

 

3.           Covenants of the Maker.

 

The Maker agrees and covenants that until such time as this Note has been paid in full, the Maker will comply with the following covenants:

 

3.1         Payment of Principal and Interest. The Maker will duly and punctually pay the principal of and interest on this Note in accordance with the terms of this Note.

 

3.2         Obligations. The Maker shall pay and discharge promptly, or cause to be filed and paid and discharged promptly, when due and payable, all taxes and other obligations of any kind which are material to the Maker and which, if unpaid, might by law become a lien or charge upon his assets, except to the extent the Maker is contesting any of such taxes or obligations.

 

3.3         Litigation. The Maker shall give written notice to the Holder, as soon as possible in any event within ten (10) days after the Maker has actual knowledge of any proceedings or investigations being instituted against the Maker in any federal, state or foreign court or before a commission or other regulatory body which could have a material adverse effect on the Maker or his assets.

 

4.           Event of Default.

 

4.1         Events. The existence of any one or more of the following events shall constitute an “Event of Default”:

 

 
 

 

 

(a)          the Maker shall fail to pay within fifteen (15) days of the due date any sum due in respect of principal or interest thereon in respect of this Note, whether at maturity, by prepayment or otherwise; or

 

(b)          the Maker shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Maker under this Note and such failure shall continue uncured for a period of fifteen (15) days after notice from the Holder of such failure; or

 

(c)          the entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker insolvent, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Maker or of any substantial part of his property, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days; or

 

(d)          the institution by the Maker of proceedings to be adjudicated a bankrupt or insolvent, or the filing by him of a petition or answer or consent seeking relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by him to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Maker or of any substantial part of his property, or the making by him of an assignment for the benefit of creditors, or the admission by him in writing of his inability to pay his debts generally as they become due, or the taking of any acts by the Maker in furtherance of any such action; or

 

(e)          the acceleration of any other indebtedness(es) of the Maker on one or more loans or other indebtedness to which the Maker is an obligor or guarantor in an aggregate amount exceeding $200,000 by reason of default thereunder, and such default shall continue without having been duly cured, waived or consented to beyond the period of grace, if any, and any holder of such loan(s) have declared all or part of the unpaid balance of such loans to be forthwith due and payable; or

 

(f)          the Company shall have entered against him or any of his properties a final judgment or judgments by a court having jurisdiction in an aggregate amount exceeding $200,000;

 

then and in each and every case, unless the principal and accrued interest on this Note shall have already become due and payable, the Holder may by notice in writing to the Maker declare the unpaid balance of this Note to be forthwith due and payable, and thereupon such balance, including the principal of this Note and accrued interest thereon, shall become so due and payable without presentation, protect or further demand or notice of any kind, all of which are hereby expressly waived by the Maker.

 

4.2         Enforcement of Remedies. In case any one or more of the Events of Default specified in Section 4.1 hereof shall have occurred and be continuing, the Holder may proceed to protect and enforce its rights either by suit in equity or by action at law, for the specific performance of any

 

 
 

 

covenant or provision contained herein, or proceed to enforce payment of this Note or to enforce any other legal or equitable right of the Holder of this Note.

 

4.3         Waiver by the Maker. To the extent permitted by applicable law, and except as otherwise specifically provided for to the contrary herein, the Maker hereby agrees to waiver, and does hereby absolutely and irrevocably waive and relinquish the benefit and advantage of any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist, which, but for this provision might be applicable to any sale made under the judgment, order or decree of any court or otherwise, based on this Note or any claim for interest on this Note or any foreclosure thereunder, and also presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default and enforcement of this note, and assents to any extension or postponement of the time of payment or other indulgence.

 

4.4         Amendments and Waivers. No course of dealing between the Maker and the Holder of this Note and no delay on the part of the Holder in exercising any rights hereunder shall operate as a waiver of the rights of the Holder. No covenant or other provision of this Note nor any default or Event of Default in connection therewith may be waived by the Holder otherwise than by a written instrument signed by the Holder. The remedies provided for in this Note are cumulative and are not exclusive of any remedies provided by law or in equity.

 

4.5         Cost and Expense of Collection. The Maker covenants and agrees that if default be made in any payment or prepayment of principal of, or interest on, this Note, he will, to the extent permitted under applicable law, pay to the Holder such further amount as shall be sufficient to cover the cost or expense of collection, including reasonable compensation to the attorneys of the Holder for all services rendered in that connection.

 

5.           Miscellaneous Provisions.

 

5.1         Benefits. This Note shall be binding upon the Maker and his heirs and administrators and shall inure to the benefit of the Holder and its successors and assigns.

 

5.2         Addresses of Parties. All communications provided for herein or with reference to this Note shall be deemed to have been sufficiently given or served for all purposes if delivered by hand or sent by overnight courier through a recognize courier company or certified or registered mail, postage prepaid, to the following addresses:

 

if to the Holder, at its office:

Angion Biomedica Corp.

400 Kelby Street 16th Floor

Fort Lee, New Jersey 07023 Attn: President

 

 
 

  

or to such other address as either the Maker or the Holder may hereafter duly give to the other.

 

5.3         Governing Law. This Note and the rights and obligations of the parties shall be deemed to be a contract made under, and to be governed by and construed in accordance with, the laws of the State of New Jersey, without giving effect to conflicts of law.

 

5.4         Construction. This Note sets forth the entire agreement between the Maker and the Holder with respect to the subject matter herein, and cannot be amended, modified or terminated except by a writing executed by the Maker and the Holder. If any term or provision of this Note shall be held invalid, illegal, or unenforceable, the validity, legality or enforceability of all other terms and provisions hereof shall in no way be affected thereby.

 

5.5         Section Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provisions hereof.

 

IN WITNESS WHEREOF, the Maker has executed this Note as of the day and year first above written.

 

  /s/ Itzhak D. Goldberg
  Itzhak D. Goldberg

 

 

 EX-10.1 5 filename5.htm

 

Exhibit 10.1

 

ANGION BIOMEDICA CORP.

 

2002 STOCK OPTION PLAN

 

1.           Purpose.    This 2002 Stock Option Plan (the “Plan”) of Angion Biomedica Corp., a Delaware corporation (the “Company”), is intended to provide incentives: (i) to certain directors, officers and employees who perform services for or on behalf of the Company and any affiliates of the Company (collectively, the “Affiliates”) by providing them with opportunities to purchase capital stock in the Company pursuant to options granted hereunder which qualify as “incentive stock options” under Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (“ISO” or “ISOs”) or which do not qualify as ISOs (“Non-Qualified Option” or “Non-Qualified Options”); and (ii) to individuals who are directors but not also employees of the Company and the Affiliates (“Non-Employee Directors”), and to independent contractors or consultants to the Company or its Affiliates, by providing them with opportunities to purchase capital stock in the Company pursuant to Non-Qualified Options. Both ISOs and Non-Qualified Options are referred to hereinafter individually as an “Option” and collectively as “Options,” and persons to whom Options are granted are referred to hereinafter individually as an “Optionee” and collectively as “Optionees.” As used herein, the term “Affiliate” means any “parent corporation” or “subsidiary corporation” as such terms are defined in Sections 424(e) and 424(f) of the Code.

 

2.           Administration of the Plan.    The Plan shall be administered by the Board of Directors or by a Committee of the Board of Directors of the Company (collectively, the “Committee”). Initially, the Board of Directors shall administer the Plan. Upon the Company becoming subject to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Plan shall be administered by a committee, consisting of at least two members, each member of whom shall be a “Non-Employee Director” within the meaning of Rule 16b-3 or any successor provision (“Rule 16b-3”) under the Exchange Act. Subject to the terms of the Plan, the Committee shall have the authority to (i) determine which person to whom Options may be granted from the class of persons eligible under Section 4 hereof, including those eligible to receive ISOs; (ii) determine the number of shares which may be issued under each Option; (iii) determine the time or times at which Options may be granted; (iv) determine the exercise price of shares subject to each Option, which price shall not be less than the fair market value as specified in Section 6; (v) determine (subject to Sections 7 and 9) the time or times when each Option shall become exercisable and the duration of the exercise period; (vi) determine whether restrictions are to be imposed on shares subject to Options and the nature of such restrictions, if any, and (vii) interpret the Plan and prescribe and rescind rules and regulations relating to it. If the Committee determines to issue a Non-Qualified Option, it shall take whatever actions it deems necessary, under Section 422 of the Code and the regulations promulgated thereunder, to ensure that such Option is not treated as an ISO. The interpretation and construction by the Committee of any provisions of the Plan or of any Option granted under it shall be final. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best. No member of the Committee or of the Board of Directors of the Company shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it.

 

1
 

 

3.           Stock.    The stock delivered under this Plan shall be the Company’s Common Stock, par value $.01 per share (the “Common Stock”), either authorized and unissued, treasury stock or shares purchased on the open market. The aggregate number of shares which may be issued pursuant to the Plan is 5,000, subject to adjustment as provided in Section 12 hereof. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject to such Option shall again be available for grants of Options under the Plan.

 

4.           Eligible Employees and Others.    ISOs and Non-Qualified Options may be granted to individuals who are employees of the Company and its Affiliates, including officers and directors who are also employees at the time the Option is granted. Non-Qualified Options may also be granted to Non-Employee Directors and independent contractors and consultants to the Company and its Affiliates or any entity in which the Company has an interest, or who are deemed by the Committee to be in a position to perform such services in the future. Granting of any Option to any person shall neither entitle that person to, nor disqualify him from, participation in any other Option grant.

 

5.           Term of Plan; Granting of Options.    The term of the Plan will commence on the date of adoption of the Plan by the Company’s Board of Directors, subject to approval by stockholders within one year of adoption, and terminate on the day immediately preceding the tenth anniversary of said adoption, except as to Options outstanding on that date and subject to earlier termination as provided in Section 9 hereof. Options may be granted under the Plan at any time during the term of the Plan. The date of grant of an Option under the Plan shall be the date specified by the Committee at the time it grants the Option; provided, however, that such date shall not be prior to the date on which the Committee acts to approve the grant. No Option shall be granted pursuant to the Plan after August 4, 2012.

 

6.           Minimum Exercise Price; ISO Limitations.

 

6.1         Price for Non-Qualified Options.    The exercise price per share for each Non-Qualified Option granted under the Plan shall not be less than the fair market value of the Common Stock on the date of grant of the Option, and in no event shall be less than the minimum legal consideration required therefor under the laws of the State of Delaware or the laws of any jurisdiction in which the Company or its successors in interest may be organized.

 

6.2         Price for ISOs.    The exercise price per share for each ISO granted under the Plan shall not be less than the fair market value per share of Common Stock on the date of such grant. In the case of an ISO to be granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate (a “10% Employee”), the price per share for such ISO shall not be less than one hundred ten percent (110%) of the fair market value per share of Common Stock on the date of grant. For purposes of determining stock ownership under this Section, the rules of Section 424(d) of the Code shall apply.

 

6.3         $100,000 Annual Limitation on ISO Vesting.    To the extent that, in the aggregate under this Plan and all incentive stock option plans of the Company and any

 

2
 

 

Affiliate, ISOs become exercisable for the first time by an employee during any calendar year with respect to stock having a fair market value (determined at the time the ISOs were granted) in excess of $100,000, such excess amount of stock shall be deemed to have been granted as a Non-Qualified Option, and not as an ISO.

 

6.4         Determination of Fair Market Value.    If at the time an Option is granted under the Plan, the Company’s Common Stock is not publicly traded, the “fair market value” shall be deemed to be the “fair market value” of the Common Stock as determined by the Committee in good faith after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s length. However, if at the time an Option is granted under the Plan, the Common Stock is publicly traded, “fair market value” shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall be (i) the last reported sale price (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is listed, if the Common Stock is then traded on a national securities exchange; (ii) the mean (on that date) of the high and low prices of the Common Stock on the NASDAQ National Market or Small Cap Market (or other interdealer quotation system), if the Common Stock is not then listed on a national securities exchange and is reported on such Market; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) on the OTC Electronic Bulletin Board or other established quotation service for over-the-counter securities, if the Common Stock is not reported on the NASDAQ National Market or Small Cap Market (or other interdealer quotation system), or listed on a national securities exchange.

 

7.           Option Duration.    Subject to earlier termination as provided in Sections 9 and 10 hereof, each Option shall expire on the date specified by the Committee, but not more than (i) ten (10) years from the date of grant in the case of Non-Qualified Options, (ii) ten (10) years from the date of grant in the case of ISOs generally, and (iii) five (5) years from the date of grant in the case of ISOs granted to a 10% Employee, as determined under Section 6.2 hereof. Subject to earlier termination as provided in Section 9 hereof, the term of each ISO shall be the term set forth in the original instrument granting such ISO, except with respect to any part of such ISO that is converted into a Non-Qualified Option pursuant to Section 16 hereof.

 

8.           Exercise of Option.    Subject to the provisions of Sections 9 through 12 hereof, each Option granted under the Plan shall be exercisable as follows:

 

8.1         Vesting.    The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify, provided that upon the Company becoming subject to Section 12 of the Exchange Act an Option granted to a director or executive officer of the Company may not vest earlier than six (6) months from the date of grant.

 

8.2         Full Vesting of Installments.    Once an installment becomes exercisable it shall remain exercisable until expiration or termination of the Option, unless otherwise specified by the Committee.

 

3
 

 

8.3         Partial Exercise.    Each Option or installment may be exercised at any time or from time to time, in whole or in part, for up to the total number of shares with respect to which it is then exercisable.

 

8.4         Change in Control.    The Company may specify in any Option at the time of grant that the Option shall be accelerated in the event of a change in control of the Company. Additionally, the Committee, in its discretion, may accelerate the vesting of any outstanding Option under the Plan in the event of a change in control. For purposes of this Plan, a “change in control” shall mean any of the following events: (a) the stockholders of the Company approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; (b) there shall have been a change in a majority of the members of the Board of Directors of the Company within a twenty-four (24) month period unless the election or nomination for election by the Company’s stockholders of each new director was approved by the vote of a majority of the directors then still in office who were in office at the beginning of the twenty-four (24) month period or the successors of such directors; (c) the Company receives a report on Schedule 13D filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Exchange Act disclosing that any person, group, corporation or other entity is the beneficial owner, directly or indirectly, of twenty percent (20%) or more of the outstanding Common Stock of the Company; or (d) any person (as such term is defined in Section 13(d) of the Exchange Act), group, corporation or other entity other than the Company or any Affiliate, purchases shares pursuant to a tender offer or exchange offer to acquire any Common Stock of the Company for cash, securities or any other consideration, provided that after consummation of the offer, the person, group, corporation or other entity in question is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent (20%) or more of the outstanding Common Stock of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire common stock).

 

8.5         Acceleration of Vesting.    The Committee shall have the right to accelerate the date of exercise of any installment of any Option, provided that the Committee shall not, without the consent of an Optionee, accelerate the exercise date of any installment of any Option granted to any employee as an ISO if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Section 6.3.

 

9.           Termination of Employment or Service.    If an Optionee’s employment with, or service by, the Company and all Affiliates terminates, regardless of the reason for termination of employment or service (including, but not limited to, termination by reason of death or disability), upon said termination date, no further installments of his Options shall become exercisable, and such portions of his Options which are then vested but not exercised shall terminate subject to exercise on a post-termination basis for such periods as determined by the Committee, to the extent permissible by applicable law, provided that during such period the Optionee does not breach any post-termination covenants he may have to the Company or any Affiliate. For purposes of this Section 9 only, employment or service shall be considered as continuing uninterrupted during any bona fide approved leave of absence (such as those

 

4
 

 

attributable to illness, military obligations or governmental service). A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment or service under this Section 9, provided that such written approval contractually obligates the Company or any Affiliate to continue the employment or service of the Optionee after the approved period of absence. Options granted under the Plan shall not be affected by any change of employment or service within or among the Company and Affiliates, so long as the Optionee continues to be an employee, officer, director, independent contractor or consultant to the Company or any Affiliate. Nothing in the Plan shall be deemed to give any Optionee the right to be retained in employment or other service by the Company or any Affiliate for any period of time.

 

10.         Assignability.    No Option shall be assignable or transferable by the Optionee except (i) by will or by the laws of descent and distribution or (ii) pursuant to a qualified domestic relations order or Title I of the Employee Retirement Income Security Act. Any attempted assignment or transfer in violation of this Section shall, in the discretion of the Committee, result in the termination of the Option.

 

11.         Terms and Conditions of Options.    Options shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve (the “Option Agreements”). The Option Agreements shall conform to the terms and conditions set forth in Sections 6 through 10 hereof and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to execute and deliver the Option Agreements. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of the Option Agreements.

 

12.         Adjustments.    Upon the occurrence of any of the following events, an Optionee’s rights with respect to Options granted to him hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the Option Agreement between the Optionee and the Company relating to such Option:

 

12.1       Stock Dividends and Stock Splits.    If the shares of Common Stock shall be subdivided, split or combined into a smaller or greater number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of Options shall be appropriately decreased or increased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, split, combination or stock dividend.

 

12.2       Consolidations or Mergers.    If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company’s assets or otherwise (an “Acquisition”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, make appropriate provision for the continuation of such Options by substituting on an equitable basis for the shares then subject to such Options the consideration payable with respect to the outstanding shares of Common Stock in connection with the

 

5
 

 

Acquisition. Should the Options not be able to be continued by the Successor Board in accordance with the preceding sentence, the Company shall send written notice to the Optionees, stating that all Options must be exercised, to the extent then exercisable, within a specified number of days of the date of such notice and prior to closing of the Acquisition, at the end of which period the Options shall terminate; with the right to have the exercise rescinded and the Options reinstated if the Acquisition does not close as set forth in the notice.

 

12.3       Recapitalization or Reorganization.    In the event of a recapitalization or reorganization of the Company (other than a transaction described in Section 12.2) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an Optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise the securities he would have received if he had exercised his Option prior to such recapitalization or reorganization.

 

12.4       Modification of ISOs.    Notwithstanding the foregoing, any adjustments made pursuant to Section 8.4, 12.1, 12.2 or 12.3 hereof with respect to ISOs shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Committee determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments.

 

12.5       Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee.

 

12.6       Issuances of Securities.    Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company.

 

12.7       Fractional Shares.    No fractional shares shall be issued under the Plan and the Optionee shall receive from the Company cash in lieu of such fractional shares.

 

12.8       Adjustments.    Upon the happening of any of the events described in Section 12.1, 12.2 or 12.3 hereof, the class and aggregate number of shares set forth in Section 3 hereof that are subject to Options which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such Sections. The Committee or the Successor Board shall determine the specific adjustments to be made under this Section 12 and, subject to Section 2 hereof, its determination shall be conclusive.

 

13.         Means of Exercising Options.    An Option (or any installment or portion of an installment thereof) shall be exercised by giving written notice to the Company at its principal office address. The notice shall identify the Option being exercised and specify the number of

 

6
 

 

shares as to which such Option is being exercised, accompanied by full payment of the purchase price therefor either: (a) in United States dollars in cash or by check; (b) at the discretion of the Committee, through delivery of shares of Common Stock having a fair market value equal as of the date of the exercise to the cash exercise price of the Option; or (c) at the discretion of the Committee, by any combination of (a) and (b) above. If the Committee exercises its discretion to permit payment of the exercise price of an ISO by means of the methods set forth in clause (b) or (c) of the preceding sentence, such discretion shall be exercised in writing at the time of the grant of the Option in question. An Optionee shall not have the rights of a stockholder with respect to the shares covered by his Option until the date of issuance of a stock certificate to him for such shares. The Company may require as a condition of exercise of any Option that the Optionee enter into a Stockholders Agreement with respect to restrictions on transfer and resale of the shares of Common Stock acquired upon exercise of the Option. Except as expressly provided above in Section 12 with respect to changes in capitalization and stock dividends, no adjustment shall be made for dividends or similar rights for which the record date is before the date such stock certificate is issued.

 

14.         Termination or Amendment of Plan.    The Board of Directors may terminate or amend the Plan in any respect at any time; however, without the approval of the Company’s stockholders obtained within twelve (12) months before or after the Board of Directors adopts a resolution authorizing any such termination or amendment, the Board of Directors may not so terminate or amend the Plan if prior stockholder approval is then required by Section 16(b) of the Exchange Act, applicable Delaware law or tax law, or the rules of any applicable national securities exchange or national stock quotation system on which the Common Stock may then be listed or traded. Except as otherwise provided in this Section 14, in no event may action of the Board of Directors or stockholders alter or impair the rights of an Optionee, without his consent, under any Option previously granted to him.

 

15.         Notice to Company of Disqualifying Disposition.    By accepting an ISO granted under the Plan, each Optionee agrees to notify the Company in writing immediately after making a Disqualifying Disposition, as described in Sections 421, 422 and 424 of the Code and regulations thereunder, of any stock acquired under the Plan (or stock received in a transaction described in Section 424(b) or 424(c)(1)(B) of the Code, relating to distributions of stock with respect to stock acquired under the Plan and certain tax-free exchanges of stock acquired under the Plan for other stock or securities). A Disqualifying Disposition (with certain exceptions) is generally any disposition within two (2) years of the date the ISO was granted or within one (1) year of the date the ISO was exercised, whichever period ends later. With respect to stock held jointly with right of survivorship, a termination of such joint tenancy may constitute a Disqualifying Disposition. This Section 15 shall be made binding upon the Optionee and upon any transferee of stock described in this Section to whom Section 424(c)(4)(B) of the Code applies.

 

16.         Withholding of Additional Income Taxes.    Upon the exercise of a Non-Qualified Option or the making of a Disqualifying Disposition (as defined in Section 16), the Company may withhold taxes in respect of amounts that constitute compensation includible in gross income, whenever the Company determines that such withholding is required. The Committee in its discretion may condition the exercise of an Option on the Optionee’s making satisfactory arrangement for such withholding. In addition to tax withholding, government

 

7
 

 

regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company may be required to send tax information statements to employees and former employees that exercise ISOs.

 

17.         Governing Law, Construction.    The validity and construction of the Plan and the agreements evidencing Options shall be governed by the laws of the State of Delaware, or the laws of any jurisdiction in which the Company or its successors in interest may be organized. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires.

 

Adopted by the Board of Directors and Stockholders as of

August 5, 2002

 

8

 

 EX-10.2 6 filename6.htm

Exhibit 10.2

 

  CERTIFICATE
No. _________

 

 

 

  

STOCK OPTION CERTIFICATE

This Stock Option is granted by

ANGION BIOMEDICA CORP.

to

Name: [_____________] ("Optionee")

 

Address: [_______________]

      [_______________]

 

in accordance with and pursuant to the terms of the 2002 Stock Option Plan (the "Plan") of ANGION BIOMEDICA CORP., a Delaware corporation (the "Company").

 

The terms of the Plan are incorporated by reference and shall be considered to be a part of this Stock Option Certificate. A copy of the Plan is attached hereto as Exhibit A.

 

The terms of the Stock Option granted to you include the following:

 

1.          Grant. On [_________], the Board of Directors of the Company granted to the Optionee an Incentive Stock Option (the "Stock Option") to purchase all or any part of an aggregate of [__________] ([______]) shares (the "Option Shares") of the Common Stock, $0.01 value (the "Common Stock"), of the Company, at an exercise price of $[______] per share, subject to adjustment in accordance with the terms and conditions set forth in the Plan.

 

2.          Vesting; Termination. 2.1 This Stock Option shall expire at 5:00 p.m., New York time, on [___________], subject to earlier termination as provided in the Plan. The Stock Options shall be exercisable only to the extent the Optionee is vested therein. This Stock Option shall vest and be exercisable (provided the Optionee is then in the employ or service of the Company or is otherwise eligible as provided in the Plan) in whole or in part as to the following number of Option Shares (subject to adjustment in accordance with Section 12 of the Plan):

 

Number of Total Option Shares When Option Shares Become Exercisable
[_____] [__________]
[_____] [__________]
[_____] [__________]
[_____] [__________]

2.2 Upon an event of a Change of Control of the Company (as defined in Section 8.4 of the Plan), all Option Shares not yet vested and exercisable shall immediately vest and become exercisable to the extent otherwise provided for in this Certificate.

1
 

3.          Exercise Procedure This Stock Option may be exercised by giving written notice to the Company in the form attached hereto as Exhibit B stating the number of Option Shares to be purchased and by concurrently tendering payment by check or wire transfer. Upon exercise and payment, and the Optionee entering into a Stockholders Agreement with respect to the Option Shares, the stock certificate for the purchased Option Shares shall be issued within five (5) business days as fully-paid and non-assessable shares of the Common Stock of the Company.

 

4.          Rights.  The Optionee shall not have any rights to dividends, voting or other rights of a stockholder with respect to any Option Shares until a stock certificate for such Option Shares shall have been issued to the Optionee. The Optionee acknowledges the grant of the Option herein does not confer on the Optionee any rights with respect to the continuation of the Optionee's employment with the Company or to interfere with the right of the Company to terminate such employment, which employment is subject to a separate Employment, Confidential Information and Invention Assignment Agreement between the Optionee and the Company (the "Employment/Confidential Agreement").

 

5.          Non-Transferable.  This Certificate and the Stock Option granted herein are not transferable by the Optionee, and shall be exercised only by the Optionee. Any transfer in violation of this Section may, at the Company's discretion result in the termination of the Option and cancellation of the unexercised Option Shares.

 

6.          Entire Agreement.  This Certificate and the Plan constitute the entire agreement between the Optionee and the Company with respect to the Option granted herein, and supersedes any prior agreement (written or oral) as to the subject matter herein; however, this Certificate shall not affect the Employment/Confidential Agreement

 

7.          Binding.  This Certificate and the Plan shall be binding upon the Company and the Optionee with respect to the Option herein.

 

8.          Governing Law.  This Certificate shall be governed by and constituted in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

 

IN WITNESS WHEREOF, Angion Biomedica Corp. has hereunto set its hand on the [_____] day of [_________, ____]

 

 

ANGION BIOMEDICA CORP.

 

By:

Name:___________________

Title: ___________________

 

 

Agreed to:

 

 

____________________________

  [_____________________]

 

2

 EX-10.10 7 filename7.htm

 

Exhibit 10.10

 

ANGION BIOMEDICA CORPORATION

 

EMPLOYEE CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT

 

As a condition of my employment with Angion Biomedica Corporation (“Angion”), and in consideration of my employment with Angion and my receipt of the compensation now and hereafter paid to me by Angion, I agree to the following:

 

1.           Confidential Information.

 

(a) Angion and Third Party Information. I agree at all times during the term of my employment and thereafter, to hold in strict confidence, and not to use, except for the benefit of Angion, or to disclose to any person, firm or corporation without written authorization of an officer of Angion, any Confidential information. I understand that “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of Angion, including, but not limited to, research and product plans, products, services, customer lists and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to me by Angion, either directly or indirectly, in writing, orally or otherwise. I recognize that Angion has received and in the future will receive from third parties confidential or proprietary information of such third parties subject to a duty on Angion’s part to maintain the confidentiality of such information and to use such information only for certain limited purposes, and I understand that such information is also Confidential Information. I further understand that Confidential Information does not include any of the foregoing information or items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations to Angion as to the information or items involved.

 

(b) Former Employer information. I agree that I will not, during my employment with Angion, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of Angion any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

 

2.            Inventions.

 

(a) Inventions Retained and Licensed. I have attached hereto as Attachment A a list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by me prior to my employment with Angion (collectively referred to as “Prior Inventions”), that belong to me, that relate to Angion’s business, products or research and development, and that are not assigned to Angion hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with Angion, I incorporate into an Angion product, process or machine a Prior Invention owned by me or in which I have an interest, Angion is hereby granted and will have a non-exclusive, royalty free, irrevocable, perpetual, worldwide license, with the right to grant sublicenses, to

 

1
 

 

make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

 

(b)          Assignment of Inventions. I agree that I will promptly make full written disclosure to Angion, and will hold in trust for the sole right and benefit of Angion, and hereby assign to Angion, or Angion’s designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws that I may solely or jointly make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the period of time I am in the employ of Angion, (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with Angion and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and shall be owned by Angion.

 

(c)          Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made, developed, conceived or reduced to practice by me (solely or jointly with others) during the term of my employment with Angion. The records will be in the form of notes, sketches, drawings, laboratory notebooks, and any other format that may be specified by Angion. The records will be available to and remain the sole property of Angion at all times.

 

(d)          Patent and Copyright Registrations. I agree to assist Angion, or Angion’s designee, at Angion’s expense, in every way to secure Angion’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including disclosing to Angion all pertinent information and data with respect thereto, and executing all applications, specifications, oaths, assignments and all other instruments that Angion shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Angion, Angion’s successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers will continue after the termination of this Agreement. If Angion is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States of America or foreign patents or copyright registrations covering Inventions or original works or authorship assigned to Angion as above, then I hereby irrevocably designate and appoint Angion and Angion’s duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations; thereon with the same legal force and effect as if executed by me.

 

3.           Conflicting Employment.

 

I agree that, during the term of my employment with Angion, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Angion is now involved or becomes involved during the term of my

 

2
 

 

employment, nor will I engage in any other activities that conflict with my obligations to Angion.

 

4.           Returning Angion Property.

 

I agree that, at the time of leaving the employ of Angion, I will deliver to Angion (and will not keep in my possession, recreate or deliver to anyone else) any and all documents or property, or reproductions of any such documents or property, developed by me pursuant to my employment with Angion or otherwise belonging to Angion, its successors or assigns.

 

5.           Solicitation of Employees.

 

I agree that for a period of twelve (12) months immediately following the termination of my employment relationship with Angion for any reason, whether with or without cause, I will not either directly or indirectly solicit, induce, recruit or encourage any of Angion’s employees to leave Angion employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Angion, either for myself or for any other person or entity.

 

6.           Representations.

 

I agree to execute any proper oath or verify any proper document or perform any other act seemed necessary or desirable as requested by Angion to carry out the term of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Angion. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with the terms of this Agreement. I understand my obligations in sections 1, 2, 4, 5 and 7 survive the termination of my employment with Angion.

 

7.            Arbitration-and Equitable Relief.

 

(a)          Arbitration. Except as provided in Section 7 (b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, will be settled by arbitration to be held in New York City, NY, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Angion and I will each pay one-half of the costs and expenses of such arbitration, and each of us will separately pay our counsel and witness fees and expenses.

 

(b)          Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate Angion’s damages from any breach of the covenants set forth in Sections 1, 2, 4 and 5 herein. Accordingly, I agree that if I breach my obligations under any of such sections, Angion will have, in addition to any other right or remedy available, the right to seek an injunction from a court of competent jurisdiction restraining such breach or threatened breach

 

3
 

 

and to specific performance of any such provision of this Agreement. I further agree that no bond or other security will be required in obtaining such equitable relief.

 

8.           General Provisions.

 

(a)          Governing Law. This Agreement will be governed by the laws of the State of New York without reference to conflicts of laws principles.

 

(b)          Entire Agreement. This Agreement sets forth the entire agreement and understanding between Angion and me relating to the subject matter hereof and merges all prior discussions between us. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

 

(c)          Severability. If one or more of the provisions in this Agreement are deemed void by law, then he remaining provisions will continue in full force and effect.

 

(d)          Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of Angion, its successors, and its assigns.

 

Date:    1/1/2005

 

Signature: /s/ Itzhak D. Goldberg  
     
Name of Employee:

Itzhak D. Goldberg

  
     
 
     
Angion Biomedica Corp. “Angion”  
     
Signature: /s/ Itzhak D. Goldberg  
     
Name: Itzhak D. Goldberg  
     
Title: CEO  

 

4

 

 EX-10.11 8 filename8.htm

 

Exhibit 10.11

 

ANGION BIOMEDICA CORPORATION

 

EMPLOYMENT, CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT

 

As a condition of my employment with Angion Biomedica Corporation. (“Angion”), and in consideration of my employment with Angion and my receipt of the compensation now and hereafter paid to me by Angion, I agree to the following:

 

1.  At-Will-Employment. I understand and acknowledge that my employment with Angion is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without cause, at the option of either Angion or myself, with or without notice. I further understand that my initial compensation shall be $72,000 per year.

 

2. Confidential Information.

 

(a)   Angion and Third Party Information. I agree at all times during the term of my employment and thereafter, to hold in strict confidence, and not to use, except for the benefit of Angion, or to disclose to any person, firm or corporation without written authorization of an officer of Angion, any Confidential information. I understand that “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of Angion, including, but not limited to, research and product plans, products, services, customer lists and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to me by Angion, either directly or indirectly, in writing, orally or otherwise. I recognize that Angion has received and in the future will receive from third parties confidential or proprietary information of such third parties subject to a duty on Angion’s part to maintain the confidentiality of such information and to use such information only for certain limited purposes, and I understand that such information is also Confidential Information. I further understand that Confidential Information does not include any of the foregoing information or items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations to Angion as to the information or items involved.

 

(b)   Former Employer information. I agree that I will not, during my employment with Angion, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of Angion any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

 

 
 

 2

 

3. Inventions.

 

(a)  Inventions Retained and Licensed. I have attached hereto as Attachment A a list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by me prior to my employment with Angion (collectively referred to as “Prior Inventions”), that belong to me, that relate to Angion’s business, products or research and development, and that are not assigned to Angion hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with Angion, I incorporate into an Angion product, process or machine a Prior Invention owned by me or in which I have an interest, Angion is hereby granted and will have a non-exclusive, royalty free, irrevocable, perpetual, worldwide license, with the right to grant sublicenses, to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

 

(b)  Assignment of Inventions. I agree that I will promptly make full written disclosure to Angion, and will hold in trust for the sole right and benefit of Angion, and hereby assign to Angion, or Angion’s designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws that I may solely or jointly make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the period of time I am in the employ of Angion, (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with Angion and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and shall be owned by Angion.

 

(c)  Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made, developed, conceived or reduced to practice by me (solely or jointly with others) during the term of my employment with Angion. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by Angion. The records will be available to and remain the sole property of Angion at all times.

 

(d)  Patent and Copyright Registrations. I agree to assist Angion, or Angion’s designee, at Angion’s expense, in every way to secure Angion’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including disclosing to Angion all pertinent information and data with respect thereto, and executing all applications, specifications, oaths, assignments and all other instruments that Angion shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Angion, Angion’s successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or

 

 
 

3

  

cause to be executed, when it is in my power to do so, any such instrument or papers will continue after the termination of this Agreement. If Angion is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States of America or foreign patents or copyright registrations covering Inventions or original works or authorship assigned to Angion as above, then I hereby irrevocably designate and appoint Angion and Angion’s duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations; thereon with the same legal force and effect as if executed by me.

 

4.  Conflicting Employment. I agree that, during the term of my employment with Angion, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Angion is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to Angion.

 

5.  Returning Angion Property. I agree that, at the time of leaving the employ of Angion, I will deliver to Angion (and will not keep in my possession, recreate or deliver to anyone else) any and all documents or property, or reproductions of any such documents or property, developed by me pursuant to my employment with Angion or otherwise belonging to Angion, its successors or assigns.

 

6.  Solicitation of Employees I agree that for a period of twelve (12) months immediately following the termination of my employment relationship with Angion for any reason, whether with or without cause, I will not either directly or indirectly solicit, induce, recruit or encourage any of Angion’s employees to leave Angion employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Angion, either for myself or for any other person or entity.

 

7.  Representations.  I agree to execute any proper oath or verify any proper document or perform any other act seemed necessary or desirable as requested by Angion to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Angion. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with the terms of this Agreement.I understand my obligations in sections 2,3,5,6 and 8 herein shall survive the termination of my employment with Angion.

 

8. Arbitration-and Eguitable Relief.

 

(a)  Arbitration. Except as provided in Section 8(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, will be settled by arbitration to be held in New York City, NY, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Angion and I will each pay one-half of the costs and expenses of such arbitration, and each of us will separately pay our counsel and witness fees and expenses.

 

 
 

  4

  

(b)  Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate Angion’s damages from any breach of the covenants set forth in Sections 2, 3, 5 and 6 herein. Accordingly, I agree that if I breach my obligations under any of such sections, Angion will have, in addition to any other right or remedy available, the right to seek an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security will be required in obtaining such equitable relief.

 

9. General Provisions.

 

(a)  Governing Law. This Agreement will be governed by the laws of the State of New York without reference to conflicts of laws principles.

 

(b)  Entire Agreement. This Agreement sets forth the entire agreement and understanding between Angion and me relating to the subject matter hereof and merges all prior discussions between us. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

 

(c)  Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

 

(d)  Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of Angion, its successors, and its assigns.

 

Date: 6/19/03

 

    Signature:     /s/ Weizhong Cai
     
    Name of Employee: Weizhong Cai
       
   
     
       
   

 

Angion Biomedica Corp. “Angion”    
     
Signature    
     
/s/ Bruce Rich    
     
Name  Bruce Rich    
Title: Attorney in fact    

 

 

 EX-10.12 9 filename9.htm

 

Exhibit 10.12

 

ANGION BIOMEDICA CORPORATION

 

EMPLOYMENT, CONFIDENTIAL INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT

 

As a condition of my employment with Angion Biomedica Corporation. (“Angion”) , and in consideration of my employment with Angion and my receipt of the compensation now and hereafter paid to me by Angion, I agree to the following:

 

1.   At-Will-Employment. I understand and acknowledge that my employment with Angion is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without cause, at the option of either Angion or myself, with or without notice. I further understand that my initial compensation shall be $65,000 per year.

 

2. Confidential Information.

 

(a)   Angion and Third Party Information. I agree at all times during the term of my employment and thereafter, to hold in strict confidence, and not to use, except for the benefit of Angion, or to disclose to any person, firm or corporation without written authorization of an officer of Angion, any Confidential information. I understand that “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of Angion, including, but not limited to, research and product plans, products, services, customer lists and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to me by Angion, either directly or indirectly, in writing, orally or otherwise. I recognize that Angion has received and in the future will receive from third parties confidential or proprietary information of such third parties subject to a duty on Angion’s part to maintain the confidentiality of such information and to use such information only for certain limited purposes, and I understand that such information is also Confidential Information. I further understand that Confidential Information does not include any of the foregoing information or items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations to Angion as to the information or items involved.

 

(b)   Former Employer information. I agree that I will not, during my employment with Angion, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of Angion any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

 

 
 

 2

  

3. Inventions.

 

(a)   Inventions Retained and Licensed. I have attached hereto as Attachment A list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by me prior to my employment with Angion (collectively referred to as “Prior Inventions”), that belong to me, that relate to Angion’s business, products or research and development, and that are not assigned to Angion hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with Angion, I incorporate into an Angion product, process or machine a Prior Invention owned by me or in which I have an interest, Angion is hereby granted and will have a non-exclusive, royalty free, irrevocable, perpetual, worldwide license, with the right to grant sublicenses, to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

 

(b)   Assignment of Inventions. I agree that I will promptly make full written disclosure to Angion, and will hold in trust for the sole right and benefit of Angion, and hereby assign to Angion, or Angion’s designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws that I may solely or jointly make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the period of time I am in the employ of Angion, (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with Angion and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and shall be owned by Angion.

 

(c)   Maintenance of Records. I agree to keep and maintain adequate and current written records of all inventions made, developed, conceived or reduced to practice by me (solely or jointly with others) during the term of my employment with Angion. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by Angion. The records will be available to and remain the sole property of Angion at all times.

 

(d)   Patent and Copyright Registrations. I agree to assist Angion, or Angion’s designee, at Angion’s expense, in every way to secure Angion’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including disclosing to Angion all pertinent information and data with respect thereto, and executing all applications, specifications, oaths, assignments and all other instruments that Angion shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Angion, Angion’s successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers will continue after the termination of this Agreement. If Angion is unable

 

 
 

3

   

because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States of America or foreign patents or copyright registrations covering Inventions or original works or authorship assigned to Angion as above, then I hereby irrevocably designate and appoint Angion and Angion’s duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations; thereon with the same legal force and effect as if executed by me.

 

4.   Conflicting Employment. I agree that, during the term of my employment with Angion, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Angion is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to Angion.

 

5.   Returning Angion Property.  I agree that, at the time of leaving the employ of Angion, I will deliver to Angion (and will not keep in my possession, recreate or deliver to anyone else) any and all documents or property, or reproductions of any such documents or property, developed by me pursuant to my employment with Angion or otherwise belonging to Angion, its successors or assigns.

 

6.   Solicitation of Employees I agree that for a period of twelve (12) months immediately following the termination of my employment relationship with Angion for any reason, whether with or without cause, I will not either directly or indirectly solicit, induce, recruit or encourage any of Angion’s employees to leave Angion employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Angion, either for myself or for any other person or entity.

 

7. Representations. I agree to execute any proper oath or verify any proper document or perform any other act seemed necessary or desirable as requested by Angion to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Angion. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with the terms of this Agreement.I understand my obligations in sections 2,3,5,6 and 8 herein shall survive the termination of my employment with Angion.

 

8. Arbitration-and Eguitable Relief.

 

(a)   Arbitration. Except as provided in Section 8(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, will be settled by arbitration to be held in New York City, NY, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Angion and I will each pay one-half of the costs and

 

 
 

 4

  

expenses of such arbitration, and each of us will separately pay our counsel and witness fees and expenses.

 

(b)   Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate Angion’s damages from any breach of the covenants set forth in Sections 2, 3,5 and 6 herein. Accordingly, I agree that if I breach my obligations under any of such sections, Angion will have, in addition to any other right or remedy available, the right to seek an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security will be required in obtaining such equitable relief.

 

9. General Provisions.

 

(a)   Governing Law. This Agreement will be governed by the laws of the State of New York without reference to conflicts of laws principles.

 

(b)   Entire Agreement. This Agreement sets forth the entire agreement and understanding between Angion and me relating to the subject matter hereof and merges all prior discussions between us. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

 

(c)   Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

 

(d)   Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of Angion, its successors, and its assigns.

 

Date: 4/24/02

 

    /s/ Prakash Narayan
    Signature
     
    Name of Employee: Prakash Narayan Ph.D.
   
   
     
   

 

Angion Biomedica Corp. “Angion”    
     
Signature    
     
/s/ Bruce Rich    
     
Name Bruce Rich    
Title: Attorney in fact    

 

 

 EX-10.13 10 filename10.htm

  

Exhibit 10.13

 

angion biomedica corporation

 

employment, confidential information and

INVENTION ASSIGNMENT AGREEMENT

 

As a condition of my part-time employment with Angion Biomedica Corporation. (“Angion”), and in consideration of my employment with Angion and my receipt of the compensation now and hereafter paid to me by Angion, I agree to the following:

 

1.    At-Will-Employment.    I understand and acknowledge that my employment with Angion is for an unspecified duration and constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated at any time, with or without cause, at the option of either Angion or myself, with or without notice. I further understand that my initial compensation shall be $64,800 per year.

 

2.    Confidential Information.

 

(a)   Angion and Third Party Information.  I agree at all times during the term of my employment and thereafter, to hold in strict confidence, and not to use, except for the benefit of Angion, or to disclose to any person, firm or corporation without written authorization of an officer of Angion, any Confidential information. I understand that “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of Angion, including, but not limited to, research and product plans, products, services, customer lists and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to me by Angion, either directly or indirectly, in writing, orally or otherwise. I recognize that Angion has received and in the future will receive from third parties confidential or proprietary information of such third parties subject to a duty on Angion’s part to maintain the confidentiality of such information and to use such information only for certain limited purposes, and I understand that such information is also Confidential Information. I further understand that Confidential Information does not include any of the foregoing information or items that has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations to Angion as to the information or items involved.

 

(b)   Former Employer information. I agree that I will not, during my employment with Angion, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of Angion any unpublished document orproprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

 

 
2

  

3.     Inventions.

 

(a)   Inventions Retained and Licensed.  I have attached hereto as Attachment A a list describing all inventions, original works of authorship, developments, improvements, and trade secrets that were made by me prior to my employment with Angion (collectively referred to as “Prior Inventions”), that belong to me, that relate to Angion’s business, products or research and development, and that are not assigned to Angion hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with Angion, I incorporate into an Angion product, process or machine a Prior Invention owned by me or in which I have an interest, Angion is hereby granted and will have a non-exclusive, royalty free, irrevocable, perpetual, worldwide license, with the right to grant sublicenses, to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

 

(b)   Assignment of Inventions.  I agree that I will promptly make full written disclosure to Angion, and will hold in trust for the sole right and benefit of Angion, and hereby assign to Angion, or Angion’s designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws that I may solely or jointly make, develop, conceive or reduce to practice, or cause to be made, developed, conceived or reduced to practice, during the period of time I am in the employ of Angion, (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with Angion and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and shall be owned by Angion.

 

(c)   Maintenance of Records.  I agree to keep and maintain adequate and current written records of all Inventions made, developed, conceived or reduced to practice by me (solely or jointly with others) during the term of my employment with Angion. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by Angion. The records will be available to and remain the sole property of Angion at all times.

 

(d)   Patent and Copyright Registrations.  I agree to assist Angion, or Angion’s designee, at Angion’s expense, in every way to secure Angion’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including disclosing to Angion all pertinent information and data with respect thereto, and executing all applications, specifications, oaths, assignments and all other instruments that Angion shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Angion, Angion’s successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or

  

 
3

  

cause to be executed, when it is in my power to do so, any such instrument or papers will continue after the termination of this Agreement. If Angion is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States of America or foreign patents or copyright registrations covering Inventions or original works or authorship assigned to Angion as above, then I hereby irrevocably designate and appoint Angion and Angion’s duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations; thereon with the same legal force and effect as if executed by me.

 

4.    Conflicting Employment.  I agree that, during the term of my employment with Angion, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Angion is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to Angion.

 

5.    Returning Angion Property.  I agree that, at the time of leaving the employ of Angion, I will deliver to Angion (and will not keep in my possession, recreate or deliver to anyone else) any and all documents or property, or reproductions of any such documents or property, developed by me pursuant to my employment with Angion or otherwise belonging to Angion, its successors or assigns.

 

6.    Solicitation of Employees.    I agree that for a period of twelve (12) months immediately following the termination of my employment relationship with Angion for any reason, whether with or without cause, I will not either directly or indirectly solicit, induce, recruit or encourage any of Angion’s employees to leave Angion employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Angion, either for myself or for any other person or entity.

 

7.    Representations.  I agree to execute any proper oath or verify any proper document or perform any other act seemed necessary or desirable as requested by Angion to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by Angion. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict with the terms of this Agreement. I understand my obligations in sections 2, 3, 5, 6 and 8 herein shall survive the termination of my employment with Angion.

 

8.    Arbitration-and Eguitable Relief.

 

(a)  Arbitration.  Except as provided in Section 8(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance of breach of this Agreement, will be settled by arbitration to be held in New York City, NY, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Angion and I will each pay one-half of the costs and expenses of such arbitration, and each of us will separately pay our counsel and witness fees and expenses.

 

 
4

 

(b)  Equitable Remedies.  I agree that it would be impossible or inadequate to measure and calculate Angion’s damages from any breach of the covenants set forth in Sections 2, 3, 5 and 6 herein. Accordingly, I agree that if I breach my obligations under any of such sections, Angion will have, in addition to any other right or remedy available, the right to seek an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security will be required in obtaining such equitable relief.

 

9.    General Provisions.

 

(a)    Governing Law.   This Agreement will be governed by the laws of the State of New York without reference to conflicts of laws principles.

 

(b)    Entire Agreement.   This Agreement sets forth the entire agreement and understanding between Angion and me relating to the subject matter hereof and merges all prior discussions between us. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

 

(c)    Severability.   If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

 

(d)    Successors and Assigns.   This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of Angion, its successors, and its assigns.

 

Date: 11/1/05

 

  Signature
  /s/ Michael A. Yamin
  Name of Employee: Michael A. Yamin
   
 
   
 

 

Angion Biomedica Corp. “Angion”  
   
Signature  

 

/s/ Bruce Rich  
Name Bruce Rich  
Title: Attorney in fact  

 

 

 

 

 

 

 

 

 

 

 EX-10.14 11 filename11.htm

 

Exhibit 10.14

 

AGREEMENT OF LEASE

 

BY AND BETWEEN

 

NOVAPARK LLC

 

Landlord,

 

and

 

ANGION BIOMEDICA CORP.

 

Tenant. 

 

Dated:            June 21, 2011

  

Demised Premises: A portion of 51 Charles Lindberg Boulevard
  Uniondale, New York

 

 
 

 

AGREEMENT OF LEASE

 

AGREEMENT OF LEASE (this “Lease”), made the        day of June, 2011, by and between NOVAPARK (“Landlord”), a Delaware limited liability company, having an office at c/o Dr. Itzhak Goldberg, 400 Kelby Street, Fort Lee, New Jersey 07024, and ANGION BIOMEDICA, a Delaware corporation, having an address at 1050 Stewart Ave, Garden City, New York (“Tenant”).

 

W I T N E S S E T H :

 

WHEREAS, Tenant wishes to hire and to take from Landlord, and Landlord wishes to lease and to demise to Tenant, the “Demised Premises” or “Premises” (as hereinafter defined) and subject to and in accordance with the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

ARTICLE 1

 

DEFINITIONS; CONSTRUCTION OF TERMS

 

Section 1.01. Definitions.    The terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified, unless specifically stated otherwise:

 

The term “Accounting Principals” shall mean generally accepted accounting principals (“GAAP”), consistently applied.

 

The term “Alterations” shall mean alterations, installations, improvements, additions, demolition or other physical changes in or about the Demised Premises.

 

The term “Approvals” shall mean any and all licenses, permits (including building permits, alteration permits and use permits), approvals, consents, certificates, variances, authorizations or amendments to any of the foregoing as shall be necessary or appropriate under Legal Requirements during the Term in connection with the commencement, performance, or completion of any Construction Work or Alterations, or affecting, the zoning, use, occupancy, maintenance or operation of the Demised Premises.

 

The term “Base Rent” shall mean all amounts payable by Tenant to Landlord pursuant to Section 4.01 hereof.

 

The term “Building” shall mean the Improvements located on the Land.

 

The term “Business Day” shall mean any day which is not a Saturday, a Sunday or a day observed as a holiday by either the State of New York or the federal government.

 

The term “Claims” shall mean all liabilities (statutory or otherwise), obligations, claims, demands, damages, penalties, causes of action, costs, expenses (including, without limitation,

 

2
 

 

reasonable attorneys’ fees and expenses), losses and injuries in any manner relating to or arising with respect to the subject matter of any indemnity granted herein, including any enforcement of any such indemnity by the indemnified party.

 

The term “Commencement Date” shall mean the date which is the earlier of the date (a) Landlord delivers possession of the Demised Premises to Tenant and (b) Tenant or anyone claiming under or through Tenant shall first occupy any part of the Demised Premises.

 

The term “Construction Work” shall have the meaning provided in Article 7 hereof.

 

The term “Control”, “Controlled” or “Controlling” shall mean (i) direct or indirect ownership of more than fifty (50%) percent of the outstanding voting stock of a corporation or more than fifty (50%) percent of the partnership, membership or other beneficial interests of any other entity, and (ii) the ability effectively to control or direct the business decisions of such corporation or other entity.

 

The term “Depositary” shall mean Landlord unless by written notice to Tenant, Landlord shall designate the Mortgagee (as hereinafter defined)) or a Lending Institution (as hereinafter defined) selected by Landlord to perform the obligations of Depositary hereunder.

 

The term “Demised Premises” shall mean the portion of the Land and Building described on Exhibit “B” hereto and consisting of approximately 52,000 square feet.

 

The term “Environmental Activity” shall mean any use, storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the Demised Premises (or any portion thereof) of any Hazardous Material.

 

The term “Environmental Requirements” shall mean all laws, ordinances, statues, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Demised Premises is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Demised Premises, the Demised Premises, or the use of the Demised Premises, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Material into the environment (including, without limitation, ambient air, surface water, ground water or land or soil).

 

The term “Equipment” shall mean all equipment, fixtures and personal Demised Premises incorporated in or attached to and used or usable in the operation of the Demised Premises.

 

The term “Expiration Date” shall mean the Scheduled Expiration Date (as hereinafter defined) or such earlier date on which this Lease may terminate or expire as hereinafter provided.

 

The term “Governmental Authority” shall mean each and every governmental authority, quasi-governmental body, department, agency, bureau or other entity or instrumentality having or claiming jurisdiction over the Demised Premises, including the Federal Government of the

 

3
 

  

United States, the State of New York and any subdivisions and municipalities thereof, and the City of New York, and all other applicable governmental authorities and subdivisions thereof.

 

The term “Hazardous Material” shall mean any material or substance which is or contains (i) any “hazardous substance” as now or hereafter defined in 101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. 9601 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements or the common law, or any other applicable laws relating to the Demised Premises. Hazardous Material shall include, without limitation, any substance, the presence of which on the Demised Premises, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Demised Premises or adjacent Demised Premises or poses or threatens to pose a hazard to the health or safety of persons on the Demised Premises or adjacent Demised Premises; or (C) which, if it emanated or migrated from the Demised Premises, could constitute a trespass.

 

The term “Improvements” shall mean the buildings and structures erected or located on the Land during the Term and the building machinery and fixtures used in connection with the operation of such buildings and structures.

 

The term “Insurance Requirements” shall mean all of the terms and conditions of all insurance policies covering, related to or applicable to the Demised Premises, all requirements of the issuers of such policies and all rules, regulations, orders and other requirements or standards issued, promulgated or recommended by the National or Regional Board of Fire Underwriters, the National or Regional Fire Protective Association or any other national or regional body exercising similar functions in lieu thereof, and applicable to or affecting the Demised Premises or the use and occupancy thereof.

 

The term “Interest Rate” shall mean a rate equal to the lesser of (a) three (3) percentage points over the Prime Rate and (b) the maximum rate permitted by law.

 

The term “Land” shall mean the parcel of land described in Exhibit A attached hereto and all right, title and interest, if any, of Landlord in and to any streets, roadways, sidewalks or vaults abutting or included within said parcel of land and any easements, licenses, privileges, rights and appurtenances thereto.

 

The term “Landlord’s Estate” shall mean Landlord’s interest as Sublessee in the Demised Premises or any part of the Demised Premises, including Landlord’s interest in this Lease and reversionary interest in the Land and the Building upon termination of the Leasehold Estate

 

4
 

 

The term “Landlord’s Statement” shall mean an instrument or instruments containing a calculation of the difference between the Base Tax Amount and the Taxes for any Tax Year.

 

The term “Lease” shall mean this Lease, together with all exhibits and schedules hereto.

 

The term “Leasehold Estate” shall mean all or any part of the leasehold estate created by this Lease and/or the interest of Tenant under this Lease.

 

The term “Lease Year” shall mean the twelve (12) calendar month period commencing on the first January 1 on or following the Commencement Date and on each anniversary thereof, and in the case of each of the calendar years in which the term of the Lease shall commence and expire, so much of such calendar year as shall fall within the term of this Lease.

 

The term “Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, permits, licenses, regulations, ordinances, judgments, decrees, directions and injunctions applicable to or affecting the Demised Premises, this Lease, the parties hereto, any Improvements, Equipment or other Demised Premises (personal or other) attached to or located on the Demised Premises, or the use or occupancy thereof, whether now or hereafter enacted or in force, ordinary or extraordinary, foreseen or unforeseen, and all covenants, agreements, restrictions, encumbrances, agreements and other provisions set forth in the Permitted Encumbrances.

 

The term “Lending Institution” shall mean (a) a savings bank, savings and loan association, commercial bank or trust company real estate investment trust (whether acting individually or in a fiduciary capacity), (b) an insurance company, (c) a federal, state, municipal or secular employee’s welfare, benefit, pension or retirement fund, or (d) any combination of the foregoing entities.

 

The term “Mortgage”, shall mean any mortgage that constitutes a lien on the Landlord’s interest in the Demised Premises and/or Landlord’s interest in this Lease.

 

The term “Mortgagee” shall mean the holder of a Mortgage.

 

The term “New Improvements” shall have the meaning provided in Article 7.

 

The term “Obligations”, and words of like import, shall mean the covenants to pay Rent and other sums payable hereunder, as applicable, and all of the other covenants, agreements, terms, conditions, limitations, exceptions and reservations contained in this Lease. The terms “Tenant’s Obligations” and “Landlord’s Obligations”, and words of like import, shall mean the Obligations of this Lease which are imposed upon and are to be performed, observed or complied with by Tenant or by Landlord, as the case may be.

 

The term “Permitted Use” shall mean the lawful use of the Demised Premises for the operation of Medical Testing Laboratory and Office, however, that the Permitted Use shall in no event include or permit any use of or activity at the Demised Premises (or any part thereof) that is prohibited by or that violates any Legal Requirements, Insurance Requirements or any of the provisions of this Lease.

 

5
 

  

The term “Person” shall mean (a) an individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association or other entity, (b) any federal, state, county or municipal government (or any bureau, department, agency or instrumentality thereof), and (c) any fiduciary or agent acting in such capacity on behalf of any of the foregoing.

 

The term “Prime Rate” shall mean the fluctuating annual interest rate announced publicly by Citibank, N.A., or any successor, at its headquarters in New York City, as its base commercial lending rate for ninety (90) day unsecured domestic loans, as the same may change from time to time.

 

The term “Related Entity” or “Related Party” shall mean any Person who or which Controls, is Controlled by, or is under common Control with, Tenant.

 

The term “Rent” shall mean all of the amounts payable by Tenant pursuant to this Lease, including Base Rent, Taxes, additional rent, and any other sums, costs, expenses, or deposits which Tenant, pursuant to any of the provisions of this Lease, is obligated to pay and/or deposit.

 

The term “Rent Commencement Date” shall mean the first day of month following the Commencement Date.

 

The term “Scheduled Expiration Date” shall mean the date which is the last day of the calendar month in which falls the day immediately preceding the fifteenth (15th) anniversary of the Rent Commencement Date.

 

The term “Taking” shall mean a taking, or voluntary conveyance, of title to, or any interest in, the Demised Premises, or any part thereof, or of the right to use all or any part thereof pursuant to, as a result of, in lieu of or in anticipation or under threat of the exercise of the right of condemnation, expropriation or eminent domain, and upon such a Taking, the Demised Premises, or such part thereof, shall be deemed to have been “taken”.

 

The term “Taxes” shall mean all real estate taxes, fees, assessments (special or otherwise), and charges that are levied against the Demised Premises or any part thereof, including personal Demised Premises and general intangibles taxes, gross receipts, sales, use and occupancy taxes, water and sewer charges, rates and rents, charges for public utilities, excises, levies, vault and other license, rent and permit fees and other municipal and governmental impositions and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which shall or may during the term of this Lease be assessed, levied, charged, confirmed or imposed upon or become payable out of or become a lien on (a) the Demised Premises, or any part thereof, the appurtenances thereto or the sidewalks, streets or vaults adjacent thereto, (b) any personal Demised Premises located on the Demised Premises, (c) any rent and income received by or for the account of Tenant from any Subtenants or other users, lessees or occupants of the Demised Premises, or any part thereof, (d) any franchises, easements, rights, licenses and permits as may be appurtenant to the use of the Demised Premises, the transactions contemplated hereunder or any documents to which Tenant is a party, creating or transferring an interest or estate in the Demised Premises, (e) any occupancy, use or possession of the Demised Premises, or any part thereof, the appurtenances thereto or the sidewalks, streets, alleys or vaults adjacent thereto, or (f) any municipally approved payment in lieu of taxes. If at any time after the date hereof, the methods of taxation

 

6
 

  

prevailing at the date hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, rates, charges, levies or impositions now assessed, levied or imposed upon all or any part of the Demised Premises, there shall be assessed, levied or imposed (i) a tax, assessment, levy, imposition or charge based on the income or rents received from the Demised Premises, whether or not wholly or partially as a capital levy or otherwise, or (ii) a tax, assessment, levy, imposition or charge measured by or based, in whole or in part, upon all or any part of the Demised Premises and imposed upon Landlord, or (iii) a license fee measured by the rents, or (iv) any other tax, assessment, levy, imposition, charge or license fee however descried or imposed, then all such taxes, assessments, levies, impositions, charges and license fees or the part thereof so measured or based shall be deemed to be Taxes; provided, however, that the term “Taxes” shall not include any net income, franchise or value added tax, inheritance tax or estate tax (collectively, “Excluded Taxes”), imposed or constituting a lien upon Landlord or the Demised Premises, except if any of the aforesaid Excluded Taxes is (x) imposed or assessed by the applicable taxing authority in substitution for any of the Taxes or other charges included in the foregoing definition of Taxes, or (y) imposed in addition to the Taxes included in such definition for or in lieu of increases in any of the Taxes or other charges included in such definition. Additionally, any and all interest, fines and penalties payable with respect to any of the taxes, assessments or other charges included in the foregoing definition of “Taxes” shall also be deemed to be “Taxes” and included in the definition thereof.

 

The term “Tax Year” shall mean each full or partial twelve (12) month period during the Term commencing on July 1 of each year, or such other twelve (12) month period as may be duly adopted as the fiscal years for real estate tax purposes by Nassau County, New York.

 

The term “Tenant’s Proportionate Share” shall mean forty-nine and 07/100 (49.07%) percent.

 

The term “Term” shall mean the Term (as hereinafter defined) as the same may terminate or expire pursuant to the terms and conditions of this Lease.

 

Section 1.02. Rules of Construction.    The following rules of construction shall be applicable for all purposes of this Lease and all agreements supplemental hereto, unless the context otherwise requires:

 

(a)  The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar terms shall refer to this Lease, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Lease.

 

(b)  Words of the masculine, feminine or neuter gender shall mean and include the correlative words of the other genders and words importing the singular number shall mean and include the plural number and vice versa.

 

(c)  The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without being limited to”.

 

(d)  This Lease shall be governed by, and construed in accordance with, the law of the State of New York applicable to agreements to be performed wholly within such State.

 

7
 

  

(e)  Whenever a party hereto “shall” or “will” perform or otherwise agrees to perform (or cause to be performed) any Obligations hereunder, such performance shall be at such party’s sole cost and expense unless otherwise expressly provided.

 

(f)  The term “indemnify” shall be construed in accordance with Section 31.04 hereof.

 

Section 1.03. Captions. The captions under the Article and Section numbers of this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

 

ARTICLE 2

 

LEASE OF DEMISED PREMISES; PERMITTED ENCUMBRANCES;

TERM OF LEASE; EXTENSION OPTIONS

 

Section 2.01. Lease of Demised Premises; Term.    Landlord, for and in consideration of the rents to be paid and of the covenants and agreements hereinafter contained to be observed, complied with and performed by Tenant, hereby leases to Tenant, and Tenant hereby hires from Landlord, the Demised Premises;

 

TOGETHER with all right, title and interest, if any, of Landlord in and to any Improvements now or hereafter located on the Demised Premises, and any easements, licenses, privileges, rights and appurtenances related thereto;

 

SUBJECT, however, to all agreements, easements, covenants, restrictions, encumbrances, occupancies and all other liens, charges, title exceptions or matters or any kind or nature whatsoever affecting title to the Demised Premises as of the date hereof, including, without limitation, any and all matters as would be shown as of the Commencement Date by an accurate, current survey and inspection of the Demised Premises (collectively, the “Permitted Encumbrances” or “Permitted Exceptions”).

 

TO HAVE AND TO HOLD the same, subject as aforesaid, for a term commencing on the Commencement Date and ending upon the Scheduled Expiration Date or such earlier date on which this Lease may terminate as hereinafter provided upon and subject to the covenants, agreements, terms, provisions and limitations hereinafter set forth, all of which Tenant covenants and agrees to perform and observe.

 

Section 2.02 Term.    The term of this Lease (the “Term”) shall commence on the Commencement Date and expire on the Expiration Date.

 

ARTICLE 3

 

CONDITION OF DEMISED PREMISES

 

Section 3.01 Condition of Demised Premises.   Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar

 

8
 

  

therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

 

Section 3.02  INTENTIONALLY OMITTED

 

Section 3.03   Waiver of Right to Rescind. Tenant waives any right to rescind or otherwise cancel or terminate this Lease under Section 223-a of the New York State Real Demised Premises Law or under any present or future statute of similar import then in force and

 

9
 

  

further expressly waives the right to recover any damages which may result from Landlord’s failure to deliver possession of the Demised Premises on the Commencement Date or any particular date. Tenant agrees that this Section 3.03 is intended to constitute “an express provision to the contrary” within the meaning of said Section 223-a.

 

ARTICLE 4

 

RENT

 

Section 4.01  Base Rent.    Tenant covenants and agrees to pay to Landlord Base Rent during the Term, as follows:

 

(a)  During the period commencing on the Rent Commencement Date through and including the day immediately preceding of the Rent, Tenant shall pay to Landlord an annual Base Rent as follows:

 

Lease year(s) From
Rent Commencement Date		  Annual Rent   Monthly 
         
Years 1-3  $450,000.00   $37,500.00 
           
Years 4-6  $463,500.00   $38,625.00 
           
Years 7-9  $477,405.00   $39,783.00 
           
Years 10-12  $491,727.00   $40,977.00 
           
Years 13-15  $506,479.00   $42,207.00 

 

(b)  Base Rent Due Dates.    Tenant shall pay Base Rent in equal monthly installments, in advance, on the first day of each calendar month during the Term (a “Payment Date”).

 

(c)  Base Rent Proration.    If the Rent Commencement Date occurs on a day other than the first day of a calendar month, or if the expiration or other termination of this Lease (occurring for any reason other than an Event of Default) occurs on a day other than the last day of a calendar month, the Base Rent for the month in which each of such dates

 

10
 

  

occurs shall be appropriately prorated. All prorations of Rent or other sums under this Lease shall be calculated on the basis of a 365-day year based on the actual number of days elapsed.

 

Section 4.02  Overdue Amounts If Tenant shall fail to pay when due any installment of Rent for a period of thirty (30) days after such installment or payment shall have become due, then Tenant shall pay to Landlord, upon Landlord’s demand, interest on such overdue amount at the Interest Rate, from the date when such installment or payment shall have become due to the date of the receipt of payment thereof by Landlord, and such interest shall be deemed Rent hereunder. No failure by Landlord to insist upon the strict performance by Tenant of Tenant’s Obligations to pay such interest shall constitute a waiver by Landlord of its right to enforce the provisions of this Section 4.02 in any instance thereafter occurring. The provisions of this Section shall not be construed in any way to extend the grace periods or notice periods with respect to the payment of Rent as provided in Section 15.02 hereof.

 

Section 4.03  No Joint Venture.  Landlord and Tenant agree that they are not partners or joint venturers and that they do not stand in any fiduciary relationship one to the other.

 

Section 4.04  All Rent Treated as Base Rent.    All Taxes and any other sum or payment due from Tenant pursuant to this Lease shall constitute Rent and, in the event of the non-payment by Tenant of any of the same when due according to the provisions of this Lease, Landlord shall have the same rights and remedies in respect thereof as Landlord shall or may have in respect of the Base Rent.

 

Section 4.05  Payments.   All payments of Rent and other sums required to be paid to Landlord shall be in lawful money of the United States of America and shall be paid to such person or party and at such place as Landlord may designate from time to time in writing.

 

Section 4.06  Net Lease.  Except as expressly provided otherwise herein, this Lease shall be deemed and construed to be a “net lease”, and Tenant shall pay to Landlord, absolutely net throughout the Term, the Rent and other sums payable hereunder, free of any charges, assessments, Taxes or deductions of any kind and without abatement, deferment, reduction, defense, counterclaim, demand, notice, deduction, credit or set-off of any kind or nature whatsoever, and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder. Except as expressly provided otherwise herein, all costs, expenses, charges, Taxes and other payments of every kind and nature whatsoever relating to the Demised Premises, or the use, operation or maintenance thereof, which may arise or become due during or in respect of the Term shall be paid by Tenant. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder except as expressly set forth otherwise herein.

 

Section 4.07  No Offset.  Except as expressly provided otherwise in this Lease, no happening, event, occurrence, or situation during the term of this Lease, whether foreseen or unforeseen, and however extraordinary, shall permit Tenant to quit the Demised Premises or surrender this Lease or shall relieve Tenant from any of Tenant’s Obligations, or shall affect this Lease in any way, it being the intention that the Obligations of Landlord and Tenant hereunder

 

11
 

  

shall be separate and independent covenants and agreements and that the Rent shall continue to be payable in all events. Except as expressly provided otherwise in this Lease, Tenant hereby waives any rights now or hereafter conferred upon it by statute, proclamation, decree, order, or otherwise, to quit the Demised Premises, or any part thereof, to surrender this Lease or to claim any abatement, setoff, offset, diminution, reduction or suspension of Rent or other charges on account of any such event, happening, occurrence or situation.

 

Section 4.08  Illegality.    If any Rent shall be or become uncollectible, reduced or required to be refunded because of any rent control or similar act of law enacted by a governmental authority, Tenant shall enter into such agreement(s) and take such other steps as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum amounts which from time to time during the continuance of such rent controls may be legally permissible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such rent controls, (a) the Rent in question shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord, to the maximum extent legally permissible, an amount equal to (i) the amount of any Rent in question which would have been paid pursuant to this Lease but for such rent controls less (ii) the amounts with respect to any such Rent paid by Tenant during the period such rent controls were in effect.

 

ARTICLE 5

 

TAXES; OPERATING COSTS

 

Section 5.01.  Tax Payments.

 

(a)  Commencing on the Rent Commencement Date, Tenant shall pay to Landlord, as additional rent with respect to each Tax Year, the amount of Tenant’s Proportionate Share (“Tenant’s Tax Payment”) of the Taxes for such Tax Year. Landlord shall furnish to Tenant, prior to the commencement of each Tax Year, a Landlord’s Statement setting forth Tax Payment for such Tax Year. Tenant shall pay to Landlord on the first day of the month of June preceding such Tax Year and the first day of December of such Tax Year (each a “Payment Date”) of such Tax Year, an amount equal to one-half (½) of Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. If Landlord shall not furnish any such estimate for a Tax Year or if Landlord shall furnish any such estimate for a Tax Year subsequent to the commencement thereof, then (x) until the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date, an amount equal to the amount due from Tenant on the immediately preceding Payment Date; (y) after such estimate is furnished to Tenant, if any Tenant’s Tax Payment previously made was greater or less than the Tenant’s Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) Business Days after such estimate is furnished to Tenant, or (2) if there is an overpayment, Landlord shall credit such overpayment against subsequent installments of Rent; and (z) on the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall make the Tenant’s Tax Payment in accordance with the terms set forth above. Landlord may, during each Tax Year, furnish to Tenant a revised Landlord’s Statement of Landlord’s estimate of Tenant’s Tax Payment for

 

12
 

 

such Tax Year, and in such case, Tenant’s Tax Payment for such Tax Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Tax Year, Landlord shall furnish to Tenant a Landlord’s Statement of Taxes for such Tax Year, and (A) if such Landlord’s Statement shall show that the sums so paid by Tenant were less than Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant. If there shall be any increases in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, whether during or after such Tax Year, Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. In the event that during the Term, Nassau County changes the dates upon which Taxes are due, the Payment Dates shall be such dates upon which real estate taxes are payable to the County of Nassau.

 

(b)  Occupancy Tax.    Tenant shall pay any occupancy or rent tax now in effect or hereafter enacted and applicable to Tenant’s occupancy of the Demised Premises, regardless of whether imposed by its terms upon Landlord or Tenant, and if any such tax is payable by Landlord, Tenant shall promptly reimburse the amount thereof to Landlord upon demand, as additional rent.

 

(c)  Copy of Bills.    Within fifteen (15) days after Tenant’s request therefor, Landlord shall deliver to Tenant a copy of any bill relating to Taxes for the Demised Premises or any part thereof, if and to the extent received by Landlord.

 

(d)  Certain Adjustments.   If the Commencement Date shall be a day other than January 1 or the Expiration Date shall be a day other than December 31, then in each such event in applying the provisions of this Article with respect to the Tax Year in which the event occurred, appropriate adjustments shall be made to reflect the result of such event on a basis consistent with the principles underlying the provisions of this Article, taking into consideration the portion of such Tax Year, which shall have elapsed prior to or after such event.

 

(e)  Non-Waiver.    Landlord’s failure to render a Landlord’s Statement on a timely basis with respect to any Tax Year shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to such Tax Year or any subsequent Tax Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for any Tax Year.

 

(f)          Tenant Disputes.    Each Landlord’s Statement sent to Tenant shall be conclusively binding upon Tenant unless Tenant shall (i) pay to Landlord when due the amount set forth in such statement, without prejudice to Tenant’s right to dispute such statement, and (ii) within sixty (60) days after such statement is sent, send a notice to Landlord objecting to such statement and specifying the reasons for Tenant’s claim that such statement is incorrect.

 

13
 

  

(g)         Landlord shall have and retain the exclusive right to contest or protest by appropriate proceedings, and the exclusive right to withdraw, settle or otherwise compromise any existing or future protest or reduction proceeding affecting, any Taxes assessed or imposed against the Demised Premises or any part thereof for any tax period in which the Commencement Date occurs or any prior tax period. Any and all refunds or credits of any Taxes which are attributable to any tax period occurring prior to the tax period in which the Commencement Date occurs shall belong to and be the sole Demised Premises of Landlord, and Tenant shall have no right or claim thereto. Any refund or credit of any Taxes which is attributable to the tax period in which the Commencement Date or the Expiration Date occurs shall be apportioned between Landlord and Tenant in the manner set forth in Section 5.01 after the party which protested or contested such Taxes shall have first deducted and recouped therefrom all expenses incurred by it in connection with the collection thereof; provided, however, that if the Expiration Date has occurred by reason of an Event of Default, then all of such refund or credit shall belong to and be the sole Demised Premises of Landlord, and Tenant shall have no right or claim thereto.

 

Section 5.02    Operating Costs.  (A) For purposes of this Sublease, the term “Operating Costs” shall be defined as follows:

 

(h)  The term “Operating Costs” shall mean and include the aggregate of all those expenses, adjusted for full occupancy, to the extent incurred in respect to the operation and maintenance (whether structural or nonstructural, and whether capital or non-capital in nature) of the Landlord Building in accordance with accepted principles of sound management and accounting practices as applied to the operation and maintenance of non-institutional first class office properties, including any and all of the following: salaries, wages, hospitalization, medical, surgical and general welfare benefits (including group life insurance), pension payments, payroll taxes and workmen’s compensation of and respecting employees of Landlord engaged in the operation and maintenance of the Landlord Building (including, among others, that of the Landlord Building or Building manager and such manager’s administrative staff); all insurance carried by Landlord applicable to the Landlord Building (including, without limitation, primary and excess liability, vehicle insurance, fire and extended coverage, vandalism and all broad form coverage, riot, strike and war risk insurance, flood insurance, boiler insurance, plate glass insurance, rent insurance and sign insurance); management fees; maintenance fees; maintenance and repairs of grounds (including, without limitation, all landscaping, statuary, exhibits, displays, walks, parking and other vehicle ways and areas and common areas), underground conduits, pipes, line equipment and systems; repaving, resurfacing and painting (including line painting); removal of snow, ice, trash, garbage and other refuse; public light and power, steam, fuel (including oil and/or gas used to heat the Building), utility taxes and water and sewer rental; cleaning, cleaning supplies, uniforms and dry cleaning and window cleaning; legal expenses (other than those for preparation of this and other leases) and accounting fees; taxes (including, without limitation, sales and use taxes); service contracts with independent contractors, energy providers and/or consultants, security systems and security personnel, and traffic systems and traffic personnel; telephone, telegraph and stationery; advertising; and all other expenses paid in connection with the operation of the Landlord Building. All such

 

14
 

  

expenses are subject to Landlord’s overhead and administrative cost of five (5%) percent. Operating Costs shall not include: (1) expenses for repairs or other work occasioned by fire or other insured casualty; (2) expenses incurred in connection with leasing and procuring new tenants; (3) interest or amortization payments on any mortgage or mortgages, and rental under any ground or underlying leases; and/or (4) wages, salaries or other compensation paid to any executive employee of Landlord above the grade of Real Property or Building manager.

 

(B)  Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of Operating Expenses (“Tenants Cost Payment”) for each Lease year upon Landlord rendering to Tenant a statement containing a computation of Tenants Cost Payment at the rate of 1/12th of Tenants Cost Payment for the applicable period.

 

(C)  Landlord’s failure to render Landlord’s Cost Statement with respect to any Lease Year shall not prejudice Landlord’s right to render a Landlord’s Cost Statement with respect to any Lease Year.

 

ARTICLE 6

 

IMPROVEMENTS; END OF TERM

 

Section 6.01  Title.   Title to the Improvements presently or hereafter located on the Land, and title to all Improvements hereafter erected by or on behalf of Tenant pursuant to the applicable provisions of this Lease, but subject to Tenant’s rights herein as provided in this Lease, shall remain, and immediately upon erection on the Land shall become, the Demised Premises of Landlord. Materials, fixtures and Equipment incorporated in the Improvements shall, effective upon their incorporation into the Improvements and at all times thereafter, constitute the Demised Premises of Landlord and shall constitute a portion of the Demised Premises, subject to Tenant’s rights therein as provided in this Lease during the term hereof. Tenant shall have no right to remove any of the Improvements from the Land.

 

Section 6.02.  End of Term.   Upon the Expiration Date, or upon a re-entry by Landlord upon the Demised Premises permitted pursuant to Section 25.02 hereof:

 

(a)  Tenant shall surrender and deliver up to Landlord the Demised Premises in good order, condition and repair, reasonable wear and tear excepted, free and clear of all Subtenants, liens and encumbrances (except Permitted Encumbrances);

 

(b)  Tenant shall deliver to Landlord (i) Tenant’s executed counterparts of any management, service and maintenance contracts then affecting the Demised Premises, (ii) true and complete maintenance records for the Demised Premises, (iii) all original licenses and permits then pertaining to the Demised Premises, (iv) permanent or temporary certificates of occupancy then in effect for the Improvements (and transfer documents relating thereto to the extent applicable), (v) all warranties and guarantees then in effect which Tenant has received in connection with any work or services performed or Equipment installed in the Improvements, and (vi) all keys to the Demised Premises; and

 

15
 

 

(c)  Tenant shall execute and deliver to Landlord such instruments of surrender, assignment and transfer, as the case may be, as Landlord may reasonably deem necessary to evidence the same pursuant to this Section 6.02.

 

The provisions of this Section 6.02 shall survive the expiration or earlier termination of this Lease.

 

ARTICLE 7

 

TENANT’S CONSTRUCTION OF NEW IMPROVEMENTS

 

Section 7.01   Tenant’s Construction of New Improvements.

 

(a)  Subject to and in accordance with the terms and conditions of this Lease, Tenant, at its sole cost and expense, shall have the right to make Alterations to the interior of the Building (such new Alterations to be performed by Tenant are hereinafter called the “New Improvements”). All work required to construct and complete the New Improvements in accordance with the terms of this Lease is hereinafter sometimes referred to as the “Construction Work”. Tenant shall have the right to cause or permit demolition of or Alteration to any of the existing Improvements for the purpose of performing the Construction Work in accordance with the terms and conditions of this Lease, and only after Tenant shall have satisfied all conditions and requirements set forth in Sections 7.02, 7.03, Article 10 and elsewhere in this Lease which are conditions precedent to the commencement of Construction Work.

 

(b)  The Construction Work shall be performed and/or managed by one or more reputable and responsible general contractor(s) or construction manager(s), all of whom shall be subject to the prior written approval of Landlord, which Landlord will not unreasonably withhold.

 

Section 7.02.  Plans and Specifications.

 

(a)  Submission and Review of Plans and Specifications.     Prior to commencing any Construction Work, Tenant shall submit to Landlord for Landlord’s prior review and written approval (which approval shall not be unreasonably withheld), detailed plans and specifications (including, without limitation, architectural, mechanical and structural drawings), prepared by a licensed architect reasonably acceptable to Landlord. No material modification to any plans or specifications which shall have been approved by Landlord shall be made without the prior written approval of Landlord, which approval shall not be unreasonably withheld. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans and specifications so disapproved. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information.

 

(b)  Compliance with Legal Requirements.    The plans and specifications (and any modification thereto) for the Construction Work shall comply with all Legal

 

16
 

  

Requirements and Insurance Requirements.    Landlord’s approval of such plans and specifications (or any modification thereto) shall not be, nor shall be construed as being, or relied upon as, a determination that such plans and specifications (or any modification thereto) comply with any Legal Requirements or Insurance Requirements, it being Tenant’s obligation, at Tenant’s sole cost and expense, to comply with all Legal Requirements and Insurance Requirements.

 

Section 7.03  Additional Conditions Precedent to Commencement of Construction Work.   Prior to Tenant’s commencing any demolition or any other Construction Work, in addition to compliance with all of the other terms, conditions and provisions of this Article, all of the following conditions must be satisfied:

 

(a)  Tenant shall have obtained and delivered to Landlord true and complete copies certified by Tenant to be true and complete copies of originals, of the Approvals from all necessary Governmental Authorities, and Landlord shall have approved the final plans and specifications for the Construction Work that shall have been submitted by Tenant to Landlord in accordance with this Lease;

 

(b)  Tenant shall have delivered to Landlord the following items: (i) copies of all plans and specifications for the Construction Work which have been stamped as approved by the building department having jurisdiction, (ii) construction schedules prepared by Tenant, and (iii) duplicate originals of the policies of insurance required by Section 11.01 hereof;

 

(c)  Tenant shall have submitted to Landlord, a reasonably detailed budget identifying the total hard and soft costs for the Construction Work (the “Budget”), together with a statement certified to Landlord by a registered architect or licensed engineer selected and paid for by Tenant and approved by Landlord (“Tenant’s Architect”) stating that the New Improvements are able to be constructed in accordance with the plans and specifications approved by Landlord, for a total cost not in excess of that set forth in the Budget;

 

(d)  No Event of Default or default by Tenant with respect to the payment of any Rent shall be continuing;

 

Section 7.04  Performance of Construction Work.

 

(e)  Tenant covenants and agrees to commence the Construction Work promptly after obtaining the Approvals and thereafter to prosecute such work to completion with due diligence and continuity in a good and workmanlike manner, and in accordance with all Legal Requirements, Insurance Requirements and the provisions of Articles 7 and 10 and the other applicable provisions of this Lease. Promptly following the substantial completion of the Construction Work, Tenant shall furnish Landlord with (a) a written certification to Landlord by Tenant’s supervising architect, certifying that such architect has examined the aforesaid approved plans and specifications and that the New Improvements, as then constructed, have been completed substantially in accordance with such plans and specifications and complies with all Legal Requirements, (b) a copy or copies of the Certificate(s) of Occupancy for such New Improvements, (c) a complete set of “as built” plans in triplicate and a perimeter survey showing such improvements, as then constructed,

 

17
 

  

(d) copies of all documents relating to the Construction Work filed with the department of buildings or other governmental authority, (e) copies of all guarantees or certifications called for under any construction agreements or otherwise received by Tenant, and (f) copies of New York Board of Fire Underwriters Certificate (or the equivalent certificate of any successor organization).

 

Section 7.05  Use of Plans and Specifications.   Landlord shall have the right to use without any payment or other compensation by Landlord therefor (a) any surveys and “as built” plans relating to the Demised Premises, and (b) any plans and specifications relating to the Construction Work the Improvements, to facilitate the exercise of its rights under this Lease. Tenant’s Obligations under this Section 7.05 shall survive the expiration or earlier termination of this Lease.

 

ARTICLE 8

 

USE OF THE DEMISED PREMISES

 

Section 8.01 Permitted Use.

 

Tenant may use the Demised Premises only for the Permitted Use and for no other purpose.

 

Section 8.01.  Restrictions on Use.    Notwithstanding anything contained in this Lease to the contrary, Tenant shall not use, occupy, maintain or operate the Demised Premises, nor permit the same to be used, occupied, maintained or operated, nor do or permit anything to be done in, on or to the Demised Premises, in whole or in part, in a manner which would in any way:

 

(a)  violate any construction permit or certificate of occupancy affecting the Demised Premises;

 

(b)  cause physical damage to the Demised Premises or the Improvements or any part thereof which are not promptly repaired or, after the substantial completion of the Construction Work demolish any of the New Improvements;

 

(c)  constitute a public or private nuisance;

 

(d)  be immoral or constitute the sale, display, use or presentation of anything that is pornographic or offensive;

 

(e)  violate any provision of this Lease; or

 

(f)  violate any present or future Legal Requirements or Insurance Requirements.

 

Any act or omission of any Subtenant which violates any provision of this Lease shall, for the purposes hereof, be deemed to be a violation of such provision of this Lease by Tenant, it being the intention and agreement of the parties that Tenant shall assume and be liable to Landlord for

 

18
 

  

any and all acts and omissions of any Subtenant that are in violation of any of the provisions of this Lease. Tenant shall promptly upon discovery of any of the conditions in clauses (a) through (f) above, take all necessary steps, legal and equitable, to cause the discontinuance of such conditions. Tenant covenants and agrees that Tenant will obtain and maintain, at Tenant’s sole cost and expense, all licenses, permits, certificates, amendments to the certificate of occupancy and zoning variances (if required) for the Permitted Use from any Governmental Authority.

 

Section 8.03  Right of Entry.  Upon reasonable prior notice to Tenant (except in the case of emergency, in which case no prior notice shall be required), Landlord shall have the right to show the Demised Premises at any time during the term of this Lease to any prospective purchasers or mortgagees of the same, or any part thereof, and may enter upon the Demised Premises, or any part thereof, for the purpose of ascertaining the condition of the Demised Premises or whether Tenant is observing and performing Tenant’s Obligations. Where Tenant shall fail, after ten (10) days written notice, to make any repairs or perform work required of Tenant hereunder, Landlord also shall have the right to enter upon the Demised Premises for the purpose of making such repairs or performing such work, in which event Tenant shall pay, as additional Rent upon demand therefor, the cost to Landlord of such repairs and/or such work. Nothing contained herein, however, shall impose or imply any duty on the part of Landlord to make any such repairs or perform any such work.

 

Section 8.04  Utilities; Services; No Landlord Responsibility.   Tenant shall be solely responsible for, shall pay as and when due and shall indemnify Landlord against any Claims relating to, any and all charges for gas, electricity, light, heat, water, sewerage and power, for protective and security services, for telephone and other communication services, and for all other public or private utility services (including, without limitation, hydrant charges and sprinkler stand by charges) which shall be used, rendered or supplied upon or in connection with the Demised Premises, or any part thereof, at any time during the term of this Lease. Landlord shall not be required to furnish any services, utilities or facilities whatsoever to the Demised Premises, nor shall Landlord have any duty or obligation to make any Alteration or repair to the Demised Premises. Tenant assumes the full and sole responsibility for the condition, maintenance, operation, repair, Alteration, improvement and replacement of the Demised Premises.

 

Section 8.05  Environmental.

 

(a)       Tenant shall not undertake, permit or suffer any Environmental Activity the Demised Premises other than the ordinary cleaning, maintenance or operation of the Improvements in a manner (i) customarily performed for comparable properties and which does and will not result in (A) any discharge, spill, release or presence at the Demised Premises of any Hazardous Material, (B) any violation of any Insurance Requirements or Legal Requirements, or (C) any lien imposed against the Demised Premises or any part thereof in respect or as a consequence of such Environmental Activity; and (ii) in a manner as to provide prudent safeguards against potential risks to human health or the environment or to the Demised Premises.

 

(b)  Tenant shall notify Landlord immediately upon Tenant’s becoming aware of the release, discharge or presence of any Hazardous Material from or at the Demised Premises.

 

19
 

  

(c)  If Tenant shall breach the covenants provided in this Section, and in addition to any other rights and remedies which may be available to Landlord under this Lease or otherwise at law or in equity, Landlord may require Tenant to take all actions, or to reimburse Landlord for the costs of any and all actions taken by Landlord as are necessary or reasonably appropriate to cure such breach. Tenant’s Obligations under this Section 8.07 shall survive the expiration or earlier termination of this Lease.

 

Section 8.6  Equitable Relief.   Tenant hereby acknowledges that Landlord may suffer irreparable harm by reason of any breach or threatened breach by Tenant of any of the provisions of this Lease, and, accordingly, in addition to any other remedy that Landlord may have under this Lease or as may be permitted by applicable law, Landlord shall be entitled to enjoin the action, activity or inaction that gives rise to such breach or threatened breach by Tenant.

 

Section 8.07  Windows.   Tenant shall not clean or require, permit, suffer or allow any window in the Improvements to be cleaned from the outside in violation of Section 202 of the Labor Law or any other Legal Requirements or Insurance Requirements.

 

ARTICLE 9

 

REPAIRS

 

Section 9.01.  Repairs.

 

Landlord, at its expense, will make all the repairs to and provide the maintenance for the Demised Premises (excluding painting and decorating and repairing any of Tenant’s Alternations) and for all public areas and facilities, except such repairs and maintenance as may be necessitated by the negligence, improper care or use of such premises and facilities by Tenant, its agents, employees, licensees or invitees, which will be made by Landlord at Tenant’s expense.

 

ARTICLE 10

INTENTIONALLY OMITTED

 

ARTICLE 11

INSURANCE

 

Section 11.01.  Insurance.   At all times during the Term, Tenant shall keep and maintain policies of:

 

(a)  insurance on the Improvements against loss or damage by fire, lightning, windstorm, water damage and such other further risks and hazards as now are or subsequently may be embraced by the so-called “all-risk” coverage endorsement (including (i) debris removal, demolition and increased cost of construction that are caused by operation of Legal Requirements regulating the construction or repair of damaged facilities, (ii) flood and earthquake coverage, and (iii) coverage against collapse) and including a law and

 

20
 

  

ordinance endorsement, such insurance to be written on an “Agreed Amount” basis, in amounts at all times sufficient to prevent Landlord or Tenant from becoming a co-insurer under the terms of the applicable policies, but in any event, in an amount not less than the then Full Insurable Value of the Improvements. The term “Full Insurable Value” shall mean actual replacement cost of the Improvements (exclusive of the cost of noninsurable portions thereof, such as excavation, foundations and footings);

 

(b)  commercial general liability insurance, including Blanket Broad Form contractual liability insurance, protecting Tenant and Landlord, from and against any and all claims for damages or injury to person or Demised Premises or for loss of life or of Demised Premises occurring upon, in, or about the Demised Premises and the adjoining streets, vaults, sidewalks and passageways, such insurance to afford immediate protection, to the limit of not less than Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate for all occurrences within each policy year; such liability policy shall also include contractual liability coverage for all of Tenant’s indemnification and other Obligations under Article 18 hereof; from time to time during the Term within fifteen (15) days after written demand of Landlord, Tenant will increase the limits of coverage under said liability insurance to amounts then commonly required by prudent landlords under net leases of similar properties;

 

(c)  boiler and pressure vessel insurance including pressure pipes;

 

(d)  war risk insurance upon the Improvements if, as and when such insurance is obtainable from the United States Government or any agency or instrumentality thereof, whenever a state of war or national or public emergency exists or threatens, in an amount not less than the lesser of (i) the then Full Insurable Value thereof or (ii) the maximum amount of such insurance obtainable with respect to the Demised Premises;

 

(e)  workers’ compensation insurance covering all persons employed by Tenant at the Demised Premises and with respect to whom death or bodily injury claims could be asserted against Tenant, Landlord or the Demised Premises, with statutorily required limits. Workers’ compensation insurance shall include policy endorsements providing an extension of the policy to cover the liability of the insured under the “U.S. Longshoremen’s and Harbor Workers’ Compensation Act” and “All States Operations”; Tenant shall cause all Subtenants to maintain such workers’ compensation insurance covering all persons employed by the Subtenants at the Demised Premises;

 

(f)  automobile liability insurance for all owned, non-owned, leased, rented and/or hired vehicles insuring against liability for bodily injury and death and for Demised Premises damage in an amount as may from time to time be reasonably determined by Landlord but not less than Five Million Dollars ($5,000,000) combined single limit;

 

(g)  during the performance of any Construction Work, builder’s risk completed value form insurance against “all risks of physical loss,” including collapse, water damage, flood (if the Demised Premises is located in a flood zone), and earthquake and transit coverage, with deductible reasonably approved by Landlord, in nonreporting form, covering the total value of work performed and equipment supplies and materials furnished (with an appropriate limit for soft costs in the case of construction) and covering the full

 

21
 

  

insurable value of all materials, utensils and equipment at any off-site storage location used with respect to the Demised Premises;

 

(h)  during the performance of any Construction Work, commercial general liability insurance, which shall include coverage for independent contractors and completed operations;

 

(i)  to the extent that set forth in the preceding provisions of this Section 11.01, such insurance as shall be required to be maintained by the mortgagor under the provisions of any Mortgage; and

 

(j)  such other insurance and in such amounts as may from time to time be reasonably required by Landlord against other insurable hazards which at the time are commonly insured against in the case of premises similarly situated.

 

Section 11.02.  Requirements for Policies.    All insurance provided for in this Article (and any other provision of this Lease) shall:

 

(a)  be effected under standard form policies issued by insurers of recognized responsibility, licensed or authorized to do business in the State of New York, which have a rating in the latest edition of “Bests Key Rating Guide” of A or better or another comparable rating reasonably acceptable to Landlord;

 

(b)  as to any policies of insurance of the character described in Sections 11.01(a), (c), (d), (e), (h), (i) and (j) hereof, expressly provide that any losses thereunder shall be adjusted by Tenant, subject to Landlord’s prior approval, which approval shall not be unreasonably withheld. All such insurance shall be carried in the name of Landlord and Tenant and all loss payable thereunder shall be made payable to Landlord (provided that if Depositary has been appointed to receive such funds, then to such Depositary), and Tenant, as their respective interests may appear; and

 

(c)  to the extent obtainable, contain an agreement by the insurer that such policy shall not be cancelled or materially altered without at least thirty (30) days’ prior written notice to Landlord and any Mortgagee of which Landlord shall give Tenant notice, and shall provide that any loss otherwise payable thereunder shall be payable notwithstanding any act or negligence of Landlord or Tenant which might, absent such agreement, result in a forfeiture of all or part of the payment of such loss.

 

Section 11.03.  Waiver of Subrogation.

 

(a)  Waiver of Subrogation.    Tenant shall include in each of its policies insuring against loss, damage or destruction by fire or other insured casualty a waiver of the insurer’s right of subrogation against Landlord, or, if such waiver is unobtainable (i) an express agreement that such policy shall not be invalidated if Tenant waives or has waived before the casualty the right of recovery against Landlord or (ii) any other form of permission for the release of Landlord, provided such waiver, agreement or permission is obtainable under normal commercial insurance practice at the time. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable without additional charge or at all,

 

22
 

  

Tenant shall so notify Landlord promptly after notice thereof. If Landlord shall agree in writing to pay the insurer’s additional charge therefor, such waiver, agreement or permission shall (if obtainable) be included in the policy.

 

(b)  Waiver of Right of Recovery.   Tenant hereby waives, for itself and those claiming through and under it, any right of recovery against Landlord and its agents for any loss occasioned by fire or other insured casualty.

 

Section 11.04.  Delivery of Policies.    Prior to the Commencement Date and thereafter not less than thirty (30) days prior to the expiration dates of the expiring policies theretofore furnished pursuant to this Article, originals or duplicate originals of the policies required by this Article, bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to Landlord of such payment, shall be delivered by Tenant to Landlord.

 

Section 11.05. Separate Insurance.   Tenant shall not take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article to be furnished by, or which may reasonably be required to be furnished by Tenant unless Landlord is included therein as an insured, with loss payable as in this Lease provided. Tenant shall immediately notify Landlord of the taking out of any such separate insurance and shall deliver the policy or policies as provided in Section 11.04 hereof.

 

Section 11.06.  Cooperation.   Landlord and Tenant shall cooperate in connection with the collection of any insurance monies that may be due in the event of loss, but the same shall be at the sole cost and expense of Tenant. If Tenant shall fail promptly and with due diligence to make claim for and collect any insurance monies that are so due, Landlord may make claim for and collect the same directly on behalf of and in the name of Landlord and Tenant.

 

Section 11.07.  Approval by Landlord.   No approval by Landlord of any insurer shall be construed to be a representation, certification or warranty of its solvency and no approval by Landlord as to the amount, type or form of any insurance shall be construed to be a representation, certification or warranty of its sufficiency.

 

Section 11.08.  Mortgages/Mortgagees.   All of the foregoing provisions are subject to the terms and conditions of any Mortgage, the provisions of which pertaining to insurance shall be deemed incorporated herein. If and to the extent required by the terms of any Mortgages, the Mortgagee thereunder shall be named under any insurance policy to be carried hereunder, either as an additional insured or under a mortgagee endorsement, and in the case of fire or other casualty insurance policy, each of such mortgagee(s) shall be a beneficiary thereunder pursuant to a standard New York mortgagee clause or otherwise.

 

Section 11.09.  Depositary.   The loss under all policies required by any provision of this Lease insuring against damage to the Improvements by fire or other casualty shall be payable to the Depositary for application to the cost of Restoration in accordance with Article 12 hereof.

 

23
 

  

ARTICLE 12

 

DAMAGE AND DESTRUCTION

 

Section 12.01.  Damage and Destruction.

 

(a)  Restoration.    If, at any time during the Term, all or any part of the Improvements shall be destroyed or damaged in whole or in part by fire or other casualty of any kind or nature, whether ordinary or extraordinary, foreseen or unforeseen, Tenant shall (a) give to Landlord immediate notice thereof, (b) file all required documents and instruments with its insurers, and make such claims with its insurers, as shall be necessary or advisable, and (c) take such steps as shall be necessary or advisable to preserve any undamaged portion of the Improvements and to insure that the portions of the Demised Premises that are accessible to the public shall be safe and free from conditions hazardous to life and Demised Premises.

 

(b)  If the Demised Premises is partially damaged or rendered unusable by fire or other casualty, the damage thereto shall be promptly repaired by and at the expense of the Tenant, provided however that landlord shall promptly pay to Tenant any insurance proceeds received by landlord for which Tenant reimburses Landlord for the premiums pursuant to this Agreement, upon Landlord being reasonably satisfied that such repair has been completed, that there are no liens created by Tenant, its contractors, subcontractors, materialmen or otherwise, covering the Demised Premises, and that there has been no default by Tenant under this Agreement.

 

(c)  If the Demised Premises is totally damaged or rendered wholly unusable by fire or other casualty, either Landlord or Tenant may elect to terminate this Agreement by written notice to the other given within sixty (60) days after such fire or casualty specifying a date for the termination of this Agreement, which date shall not be more than sixty (60) days or less than ten (10) days after the giving of such notice, and upon the date specified in such notice, the term of this Agreement shall expire as fully and completely as if the date set forth were the termination date of this Agreement, and Tenant shall pay all Real Estate Taxes, assessments impositions, Rent and all other amounts pursuant to this Agreement then due and owing. Tenant shall quit, surrender and vacate the Demised Premises on the effective date of said notice. Unless either Landlord or Tenant shall serve a termination notice as provided for herein, Tenant shall make the repairs and restorations required hereunder. Tenant hereby waives the provisions of Section 227 of the New York Real Property Law and agrees that the provisions of this Article shall govern and control in lieu thereof. The provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of Section 227 of the New York Real Property Law.

 

(d)  Performance of Restoration.    Tenant shall commence the Restoration within thirty (30) days after the issuance of the necessary building permits (Tenant hereby agreeing to promptly apply for and to diligently pursue the obtaining of such permits) but not later than one hundred twenty (120) days after the date of this occurrence of the applicable damage or destruction. Once commenced Tenant shall diligently and continuously prosecute any such Restoration to completion.

 

24
 

  

ARTICLE 13

 

CONDEMNATION

 

Section 13.01.  Condemnation; Rights of Termination; Distribution of Award.

 

(a)  If, at any time during the Term, more than fifteen (15%) percent all of the Demised Premises shall be the subject of a Taking, this Lease and the term of this Lease shall terminate and expire on the date of such Taking, and the Base Rent payable by Tenant hereunder shall be apportioned as of the date of such Taking, and Landlord shall refund to Tenant such Base Rent paid by Tenant for any period after such termination, provided that Landlord shall first apply the same to any Rent or other sums then owing by Tenant to Landlord, and only the balance, if any, shall be refunded to Tenant.

 

(b)  If at any time during the Term, less than fifteen (15%) all of the Demised Premises shall be the subject of a Taking, and provided that (i) such Taking includes a Taking of a portion of the Improvements, and (ii) the portion of the Demised Premises not so taken by such Taking is unusable for the operation thereof for the Permitted Use, then Tenant shall have the right to terminate this Lease by giving written notice to Landlord not later than thirty (30) days after the date of the Taking, and if Tenant shall timely give such notice of termination, then this Lease shall terminate and expire on the date of the giving of such notice by Tenant as if that date were the Scheduled Expiration Date, the Base Rent payable by Tenant hereunder shall be apportioned as of the date of such termination, and Landlord shall refund to Tenant any Base Rent paid by Tenant for any period after such termination, provided that Landlord shall first apply the same to any Rent or other sums then owing by Tenant to Landlord, and only the balance, if any, shall be refunded to Tenant.

 

(c)  If this Lease shall terminate pursuant to any of the foregoing provisions of this Section 13.01, then Landlord shall receive the entire award for any such Taking, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term, Tenant’s Alterations or improvements; and Tenant hereby assigns to Landlord all of its right in and to such award. Nothing contained in this Article shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Demised Premises and Tenant’s Alterations included in such Taking and for any moving expenses or other losses, directly related to such Taking, suffered by Tenant, provided any such award is in addition to, and does not result in a reduction of, the award made to Landlord.

 

Section 13.02.  For purposes of this Article 13, the “date of Taking”

 

shall be deemed to be the earlier of (i) the date on which actual possession of the whole or substantially all of the Demised Premises, or a part thereof, as the case may be, is acquired by any lawful power or authority pursuant to the provisions of the applicable law, or (ii) the date on which title to the Demised Premises or the aforesaid portion thereof shall have vested in any lawful power or authority pursuant to the provisions of the applicable law.

 

25
 

  

Section 13.03.  Minor Taking; Condemnation Restoration.

 

(a)  Restoration.    If any part of the Demised Premises shall be the subject of a Taking and this Lease shall not terminate pursuant to any of the provisions of Section 13.01 hereof, then this Lease and the term hereof shall continue without abatement of the Rent or diminution of any of Tenant’s Obligations hereunder. Tenant, at its sole cost and expense, whether or not the award or awards, if any, shall be sufficient for the purpose, shall diligently Restore any remaining part of the Improvements not so taken so that the latter shall be complete, rentable, self-contained architectural unit in good condition and repair, restored as nearly as possible to the condition, size, floor area, quality and class of the Improvements, existing immediately prior to the Taking. In the event of any Taking of the nature described in this Section 13.03(a), there shall be paid to Landlord from such award the amount set forth in clause (1) of Section 13.01(c) hereof (excluding any portion of the award attributable to Improvements that are the subject of the Taking), and the balance of the award, if any, shall be paid to Tenant and applied to the cost of restoration.

 

Section 13.04.  Right to Compensation.

 

In case of any governmental action, not resulting in the Taking of any portion of the Demised Premises but creating a right to compensation therefor, such as the changing of the grade or any street upon which the Demised Premises abuts, then, except as otherwise provided in Section 13.01 hereof, this Lease shall continue in full force and effect without reduction or abatement of Rent and the award shall be paid to Landlord.

 

Section 13.05.  Cooperation.

 

In any and all proceedings relating to a Taking, Landlord and Tenant agree to execute any and all documents that may be reasonably required to facilitate collection of the condemnation award in such proceeding and distribution of such condemnation award in the manner provided for in this Lease.

 

Section 13.06.  Prompt Notice.

 

If Landlord or Tenant shall receive notice of any proposed or pending condemnation, such party shall promptly notify the other of the receipt and contents thereof.

 

Section 13.07.Mortgagees Right.

 

The foregoing provisions are subject to any of the terms and conditions in any Mortgage.

 

ARTICLE 14

 

ASSIGNMENT; SUBLETTING; AND TRANSFER

 

Section 14.01.  Transfers Generally.

 

(a)  Except as otherwise expressly provided in this Article, (i) Tenant shall not, without the prior written consent of Landlord, assign, mortgage, encumber or transfer its interest in this Lease or any of Tenant’s rights or Obligations hereunder, by Tenant’s action,

 

26
 

  

by operation of law or otherwise, nor sublet, or permit the subletting or occupancy of, the Demised Premises or any portion thereof, (any of the foregoing, a “Transfer”).

 

(b)  Notwithstanding the provisions of Section 14.01(a), Tenant shall have the right to sublet any portion or all of the Demised Premises, provided it first obtains Landlord’s consent.

 

(c)  Transfers Void.   Any Transfer by Tenant or other party in contravention of this Article shall be void and of no effect.

 

ARTICLE 15

 

DEFAULT PROVISIONS

 

Section 15.01.  Events of Default.  An “Event of Default” shall have occurred:

 

(a)  whenever Tenant shall default in the payment of any installment of Base Rent on any day upon which the same is required to be paid, and any such default shall continue for a period of five (5) days;

 

(b)  whenever Tenant shall default in the payment of any installment of Rent (other than Base Rent) on any day upon which the same is required to be paid, and any such default shall continue for a period of five (5) days after Landlord shall have given to Tenant a written notice specifying such default;

 

(c)  whenever Tenant shall do, or permit anything to be done, whether by action or inaction, contrary to any covenant or agreement on the part of Tenant herein contained or contrary to any of Tenant’s Obligations under this Lease, or shall fail in the keeping or performance of any of Tenant’s Obligations under this Lease (except as provided in Sections 15.02(a), (b) (d), (e), (f), (g), (h), (i) or (j) hereof), and Tenant shall fail to remedy the same within thirty (30) days after Landlord shall have given Tenant written notice specifying the same, or, if such situation cannot be remedied with the exercise of due diligence within said thirty (30) day period, if Tenant shall not (i) within thirty (30) days after the giving of such notice, advise Landlord in writing of Tenant’s intention duly to institute all steps necessary to remedy such situation, (ii) within said thirty (30) day period institute and thereafter diligently and continuously prosecute to completion all steps necessary to remedy the same, and (iii) remedy the same within a reasonable time; or

 

(d)  whenever an involuntary petition shall be filed against Tenant or any Guarantor under any bankruptcy or insolvency law or under the reorganization provisions of any law of like import, or a receiver of Tenant or of or for the Demised Premises of Tenant shall be appointed, or whenever this Lease or the estate hereby granted or the unexpired balance of the term of this Lease would, by operation of law or otherwise, except for this provision, devolve upon or pass to any Person other than Tenant or as provided in this Lease, and such situation under this Section shall continue and shall remain undischarged or unstayed for an aggregate period of sixty (60) days (whether or not consecutive) or shall not be remedied by Tenant within sixty (60) days; or

 

27
 

  

(e)  whenever Tenant shall make an assignment of the Demised Premises of Tenant for the benefit of creditors or shall file a voluntary petition under any bankruptcy or insolvency law, or whenever any court of competent jurisdiction shall approve a petition filed by Tenant under the reorganization provisions of the United States Bankruptcy Code or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Code or under the provisions of any law of like import; or

 

(f)  if final judgment for the payment of money shall be rendered against Tenant, and said judgment shall not be discharged (i) within thirty (30) days from the entry thereof or, (ii) if Tenant shall appeal from such judgment or from the order, decree or process upon which or pursuant to which such judgment was entered and shall secure a stay of execution pending such appeal, within thirty (30) days after such appeal shall be decided or such stay removed; or

 

(g)  if Tenant shall make or permit a Transfer in violation of any of the provisions of Article 14 hereof; or

 

(h)  if any other act, action, event or condition shall occur that is expressly provided in this Lease to constitute an Event of Default.

 

Section 15.02.  Rights of Landlord.

 

(a)  Payment of Damages.   It is covenanted and agreed by Tenant that in the event of the expiration or termination of this Lease or re-entry by Landlord, under any of the provisions of this Article or pursuant to law, by reason of default hereunder on the part of Tenant, Tenant will pay to Landlord, as damages with respect to this Lease, at the election of Landlord:

 

(i)      a sum which at the time of such termination of this Lease or at the time of any re-entry by Landlord, as the case may be, represents the then present value (employing a discount rate equal to the then current rate of United States Treasury bills or notes, as applicable, maturing on the Scheduled Expiration Date or the next maturity date for such bills or notes occurring after the Scheduled Expiration Date) of the excess, if any, of:

 

(A)  the aggregate Rent which would have been payable by Tenant for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date hereinabove set for the expiration of the full term hereby granted, had this Lease not so terminated or had Landlord not so re-entered the Demised Premises

 

over

 

(B)  the aggregate rental value of the Demised Premises for the same period; or

 

28
 

  

(ii)     sums equal to the aggregate Rent and other sums which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable upon the rent days specified herein following such termination or such re-entry and until the date hereinabove set for the expiration of the full term hereby granted; provided, however, that if the Demised Premises shall be leased or re-let during said period, Landlord shall credit Tenant with the net rents, if any, received by Landlord from such leasing or re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such leasing or re-letting the expenses incurred or paid by Landlord in terminating this Lease or of re-entering the Demised Premises and of securing possession thereof, as well as the expenses of leasing and re-letting, including altering and preparing any portion of the Demised Premises for new tenants, brokers’ commissions, any other tenant incentives (including assumption of lease obligations) and all other expenses properly chargeable against the Demised Premises and the rental therefrom; but in no event shall Tenant be entitled to receive any excess of such net rents over the Rent and other sums payable by Tenant to Landlord hereunder.

 

(b)  Recovery of Damages.    Suit or suits for the recovery of any and all damages, or any installments thereof, provided for hereunder may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of this Article, or under any provisions of law, or had Landlord not re-entered the Demised Premises.

 

(c)  No Limit. Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which Landlord may lawfully be entitled in any case other than those particularly provided for above.

 

(d)  Funds Held by Depositary. If this Lease terminates as a result of an Event of Default, all funds then held by Depositary (other than trust funds) shall be paid to Landlord, which Landlord shall apply to any Rents, damages and other sums owing to Landlord by Tenant.

 

(e)  Plans and Specifications. Upon the occurrence of an Event of Default, Tenant’s rights to any and all plans and specifications relating to the New Improvements or any other Improvements shall automatically be assigned to Landlord.

 

(f)  Assignment of Construction Agreements. Upon the occurrence of an Event of Default, at the request of Landlord, Tenant shall assign to Landlord, all agreements with respect to any Construction Work, Restoration or Alterations which are not then subject to any collateral assignment in favor of and approved by and executed and delivered to Landlord. Upon the request of Landlord, the respective contractors, materialmen and suppliers who are parties to any such agreements shall attorn to Landlord and any agreements entered into between Tenant and such parties shall specifically provide for such attornment upon Landlord’s request.

 

29
 

  

Section 15.03.  Other Remedies.

 

Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any damages to which Landlord may lawfully be entitled in any case other than those particularly provided for above. Landlord shall be entitled to recover from Tenant each monthly deficiency as the same shall arise and no suit to collect the amount of the deficiency for any month shall prejudice Landlord’s right to collect the deficiency for any subsequent month by a similar proceeding. Alternatively, suit or suits for the recovery of such deficiencies may be brought by Landlord from time to time at its election.

 

Section 15.04.  Waiver of Right of Redemption.

 

Tenant, for Tenant, and on behalf of any and all Persons claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law, to redeem the Demised Premises or to have a continuance of this Lease for the term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the termination of this Lease as herein provided.

 

Section 15.05.  Right to Injunction.

 

In the event of a breach or threatened breach on the part of Tenant with respect to any of the covenants or agreements on the part of or on behalf of Tenant to be kept, observed or performed, Landlord shall also have the right to seek an injunction or other equitable relief.

 

Section 15.06.  No Waiver.

 

Failure of Landlord to declare any default immediately upon its occurrence or delay in taking any action in connection with such default shall not waive such default but Landlord shall have the right to declare any such default at any time thereafter. Any amounts paid by Tenant to Landlord may be applied by Landlord, in its sole discretion, to any items then owing by Tenant to Landlord under this Lease and receipt of a partial payment shall not be deemed to be an accord and satisfaction or waiver of the failure to make full payment.

 

Section 15.07.  Remedies Under Bankruptcy and Insolvency Codes.

 

If an order for relief is entered or if any stay of proceeding or other act becomes effective in favor of Tenant or Tenant’s interest in this Lease in any proceeding commenced by or against Tenant under the present or any future United States Bankruptcy Code or in a proceeding which is commenced by or against Tenant seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other present or future applicable federal, state or other bankruptcy or insolvency statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy or insolvency code, statute or law of this Lease, including such rights and remedies as may be necessary to adequately protect Landlord’s right, title and interest in and to the Demised Premises or any part thereof and adequately assure the complete and continuous future performance of Tenant’s Obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Demised Premises, and adequate assurance of the complete and continuous future

30
 

  

performance of Tenant’s Obligations under this Lease, shall include all of the following requirements:

 

(a)  that Tenant shall comply with all of its Obligations under this Lease;

 

(b)  that Tenant shall continue to use the Demised Premises only in the manner permitted by this Lease; and

 

(c)  that if Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign it (pursuant to Title 11 U.S.C. Section 365, as it may be amended) to any Person who has made a bona fide offer therefor, the notice of such proposed assignment, giving (i) the name and address of such Person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such Person’s future performance under this Lease, including the assurances referred to in Title 11 U.S.C. Section 365(b)(3), as it may be amended, and such other assurances as Landlord may reasonably require, shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days before the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant and Tenant as debtor-in-possession, given at any time before the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such Person, less any brokerage commissions which may be payable out of the consideration to be paid by such Person for the assignment of this Lease. Landlord shall have no obligation to pay such brokerage commissions. If Tenant attempts to arrange such an assignment of this Lease, then as an element of the required adequate assurance to Landlord, and as a further condition to Tenant’s right to make such an assignment, Tenant’s agreement(s) with brokers shall, to Landlord’s reasonable satisfaction, provide that Landlord shall have no obligation to pay a brokerage commission if Landlord exercises Landlord’s rights under this Section 15.08.

 

ARTICLE 16

 

LANDLORD’S RIGHT TO PERFORM; CUMULATIVE REMEDIES; WAIVERS

 

Section 16.01.  Right to Perform.

 

If Tenant shall fail to pay any Taxes or Rent or make any other payment required to be made under this Lease or shall default in the performance of any other Obligations of Tenant herein contained, Landlord, without being under any obligation to do so and without thereby waiving such default, may make such payment and/or remedy such other default for the account and at the expense of Tenant, (a) immediately and without notice in the case of any failure to pay any Taxes or any other amount due a third party, if such failure would result in the creation of a lien on the Landlord’s interest in the Demised Premises or any part thereof or any loss or impairment of Landlord’s estate hereunder or in and to the Demised Premises or any failure to perform any of Tenant’s Obligations hereunder which creates an emergency situation, or, (b) in any other case, if Tenant shall fail to make such payment or remedy such default within the applicable period of notice and/or grace, if any, provided in Section 15.02 hereof. Bills for any

 

31
 

  

expenses incurred by Landlord in connection therewith, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including counsel fees, involved in collection or endeavoring to collect any Rent or other sums due hereunder, or any part thereof, or involved in enforcing or endeavoring to enforce any right against Tenant under or in connection with this Lease, any Sublease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, as well as bills for any Demised Premises, material, labor or services provided, furnished or rendered, or caused to be, by Landlord to Tenant, with respect to the Demised Premises or equipment used in connection therewith (together with interest at the Interest Rate, from the respective dates of Landlord’s making of each such payment or incurring of each such cost or expense), may be sent by Landlord to Tenant monthly, or immediately, at Landlord’s option, and shall be due and payable in accordance with the terms of said bills and if not paid when due the amount thereof shall immediately become due and payable as additional rent under this Lease.

 

Section 16.02.  Additional Remedies.

 

Landlord may restrain any breach or threatened breach of any of Tenant’s Obligations hereunder, but the mention herein of any particular remedy shall not preclude Landlord from any other remedy it might have either in law or in equity. Any right or remedy of Landlord in this Lease specified and any other right or remedy that Landlord may have at law, in equity or otherwise, upon breach of any of Tenant’s Obligations hereunder shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any other.

 

ARTICLE 17

 

INTENTIONALLY OMITTED

 

ARTICLE 18

 

INDEMNITY; LIMITATION ON LIABILITY

 

Section 18.01  Indemnification by Tenant.    Tenant shall indemnify Landlord and all of Landlord’s officers, directors, shareholders, partners, members and employees (together with Landlord herein collectively called “Landlord Parties” and individually a “Landlord’s Party” from and against any Claims imposed upon or incurred by or asserted against Landlord or any Landlord Affiliate by reason of any of the following:

 

(i)       any accident, injury to or death of Persons or loss of or damage to Demised Premises occurring on or about the Demised Premises, or the Improvements or as a result of any act or omission occurring on or with respect to the Demised Premises, or the Improvements or any other matter or thing arising out of the use, repair, maintenance, operation or occupation of the Demised Premises, or the use, repair, maintenance, operation and occupation by Tenant of the streets, sidewalks or service roads, as applicable, adjacent thereto;

 

32
 

  

(ii)       performance of the Construction Work, any Restoration, any Condemnation Restoration and any other Alteration or work or act done in, on or about the Demised Premises or any part thereof;

 

(iii)       any and all mechanics’, materialman’s and/or other lien(s) or claim(s) that may be alleged to have arisen against or on the Demised Premises, or any lien or claim created or permitted by Tenant or any Subtenant or any of its or their officers, agents, contractors, servants, employees, licensees or invitees against any assets of, or funds appropriated to, Landlord;

 

(iv)       Claims resulting from or related to any Environmental Activity or Hazardous Material at, on or within the Demised Premises or any adjacent Demised Premises, whether surface or subsurface; and/or

 

(v)       any failure on the part of Tenant to perform or comply with any of Tenant’s Obligations.

 

Tenant’s Obligations under this Article shall not be affected in any way by the absence of insurance coverage, or by the failure or refusal of any insurance carrier to perform an obligation on its part under insurance policies procured by or on behalf of Tenant. Any amounts that become payable by Tenant to Landlord under this Section and that are not paid within fifteen (15) days after demand therefor following payment of such amounts by Landlord shall bear interest at the Interest Rate from the date of such payment by Landlord.

 

Section 18.02 Limitation of Landlord’s Liability.   Notwithstanding anything to the contrary contained herein, Landlord shall have no personal liability under or pursuant to this Lease or for any of Landlord’s Obligations, and Tenant shall look only to Landlord’s estate in the Demised Premises in the event of any default by Landlord under this Lease, and no other Demised Premises or assets of Landlord or its agents, officers, directors, shareholders, partners or principals or any Landlord Party, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or under law or Tenant’s use or occupancy of the Demised Premises or any other liability of Landlord to Tenant.

 

Section 18.03 Attorneys.   If any claim, action or proceeding is made or brought against Landlord by reason of any matters as to which it is indemnified hereunder, then, upon demand by Landlord, Tenant, at Tenant’s option, shall either resist, defend or satisfy such claim, action or proceeding in Landlord’s name, by the attorneys for, or approved by, Tenant’s insurance carrier (if such claim, action or proceeding is covered by insurance) or by such other attorneys as Landlord shall approve, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord may engage its own attorneys to defend or to assist in its defense of such claim, action or proceeding and Tenant shall pay the reasonable fees and disbursements of such attorneys.

 

Section 18.04 Survival.    The provisions of this Article shall survive the expiration or earlier termination of this Lease.

 

33
 

  

ARTICLE 19

 

QUIET ENJOYMENT; TRANSFER OF LANDLORD’S INTEREST

 

Section 19.01  Quiet Enjoyment.   Landlord covenants and agrees that if and so long as there is no Event of Default hereunder, Tenant shall lawfully and quietly hold, occupy and enjoy the Demised Premises without hindrance or molestation by Landlord or by anyone claiming by, through or under Landlord, subject to the Permitted Encumbrances, covenants, agreements, terms, provisions and conditions of this Lease.

 

Section 19.02    Transfer of Landlord’s Interest.    It is expressly understood and agreed that the term “Landlord”, as used in this Lease, means only the owner for the time being of the Demised Premises, and in the event of the sale, assignment or transfer by such owner of its or their interest in the Demised Premises and in this Lease, such owner shall thereupon be released and discharged from all of Landlord’s Obligations thereafter accruing; but such Obligations shall be binding upon each new owner for the time being of the Demised Premises.

 

ARTICLE 20

 

WAIVER OF JURY TRIAL; COUNTERCLAIMS

 

Section 20.1  Waiver of Jury Trial.   The parties hereto waive a trial by jury of any and all issues arising in any action or proceeding between them or their successors or assigns under or connected with this Lease or any of its provisions or any negotiations in connection therewith or Tenant’s use or occupancy of the Demised Premises, except when such action or proceeding arises from personal injury suffered on or resulting from the Demised Premises.

 

Section 20.2  No Counterclaims.   Tenant shall not interpose, by consolidation of actions or otherwise, any counterclaims in a summary proceeding or in any action based on nonpayment by Tenant of Rent.

 

Section 20.3  Survival.   The provisions of this Article shall survive the expiration or earlier termination of this Lease.

 

ARTICLE 21

 

NOTICES

 

Section 21.01  Notices.    Each written notice, demand, request or other communication required or permitted hereunder (a “Notice”) shall be in writing and shall be deemed to have been duly given in accordance with this Lease (a) if delivered by hand, with delivery or service acknowledged in writing by the party receiving the same, on the day of delivery, (b) if delivered by mail, three (3) business days after being deposited in a United States Postal Service depository, postage prepaid, registered or certified mail, return receipt requested, or (c) if delivered by Federal Express, UPS or any other reputable, nationwide overnight courier

 

34
 

  

service, on the date of delivery to the party to which such notice, demand, request or communication is directed, and in each case, addressed as follows:

 

(b)       if to Landlord:

NovaPark LLC

c/o I. Goldberg LLC

400 Kelby Street

Fort Lee, NJ 07024

   
(c)        if to Tenant

Angion Biomedica Corp.

1050 Stewart Avenue

Garden City, NY 11530

 

or to such other address as may be specified by written notice sent in accordance herewith. The attorney(s) of any party hereto are authorized to give Notices on behalf of such party, and any Notice given by a party’s attorney(s) shall have the same force and effect as if given by such party itself.

 

ARTICLE 22

 

ESTOPPEL CERTIFICATE

 

Section 22.01  Estoppel Certificate.   At any time and from time to time upon written request of Landlord, Tenant, within ten (10) days after the making of such request by Landlord, will execute, acknowledge and deliver to Landlord and, if requested by Landlord, also to any Mortgagee(s), a certificate, in form and substance reasonably satisfactory to Landlord, stating:

 

(b)  whether or not this Lease is in full force and effect;

 

(c)  whether or not this Lease has been modified or amended in any respect, and identifying all such modifications or amendments, if any;

 

(d)  the date(s) to which Rent and Taxes have been paid;

 

(e)  whether or not there are any existing defaults with respect to Landlord’s Obligations to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any; and

 

(f)  such other matters as shall be reasonably requested by Landlord or any Mortgagee.

 

Each such certificate shall also expressly state that it runs to the benefit of and may be relied upon by Landlord, Landlord’s lenders, mortgagees and purchasers and Landlord’s prospective lenders, mortgagees and purchasers.

35
 

  

ARTICLE 23

 

SEVERABILITY

 

Section 23.01  Severability.   If any term or provision of this Lease or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

 

ARTICLE 24

 

SIGNAGE

 

(a)  Tenant shall not, except as set forth in the next following sentence, (i) place, erect or maintain any sign, design, logo, monument, banner, pennant, decal, advertisement, picture, lettering, numerals, graphics decoration, sticker, poster, notice, or other display (collectively, “signs”), or any item of any other kind or nature, on the inside or outside of the windows or exterior of the Demised Premises (including on any awning or canopy) without the prior written approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), or (ii) display from within the Demised Premises any signs that are visible from the exterior of the Demised Premises, without Landlord’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed). Tenant shall, at its sole expense, maintain all signs in good condition at all times during the Term. Upon the expiration or sooner termination of this Lease, Tenant at its own expense shall remove all signs and restore the exterior of the Demised Premises to its original condition, reasonable wear and tear excepted. Such obligation of Tenant shall survive the expiration or sooner termination of this Lease.

 

(b)  Tenant shall, at its sole cost and expense, obtain and maintain during the Term all applications, permits, consents, approvals, and licenses required by Governmental Authorities in connection with the signs. Copies of all permits and licenses shall be delivered to Landlord promptly after Tenant’s receipt thereof. Signs shall comply with all Legal Requirements and with the rules of any landmark or other commission having jurisdiction over the Building. Upon demand of Landlord, Tenant shall, at its sole cost and expense, immediately remove any signs that Tenant has replaced or permitted to be placed in violation of this clause and repair and restore any damage caused by their installation or removal.

 

ARTICLE 25

 

END OF TERM

 

Section 25.01  Surrender.   Upon the expiration of the term of this Lease or upon the earlier termination thereof, or upon the re-entry of Landlord upon the Demised Premises as herein provided for, Tenant shall peaceably and quietly leave, surrender and yield up unto

 

36
 

  

Landlord, the Demised Premises, and any Improvements constructed therein from time to time, in good order, condition and repair, reasonable wear and tear excepted, free and clear of all agreements, easements, encumbrances or other liens, other than the Permitted Encumbrances and those created or consented to in writing by Landlord or otherwise permitted under this Lease. If the Demised Premises is not so surrendered at the end of the term of this Lease, Tenant shall make good to Landlord all damages which Landlord shall suffer by reason thereof, and shall indemnify Landlord from and against all Claims resulting from or arising in connection with Tenant’s failure to surrender the Demised Premises, including any Claim made by any succeeding tenant against Landlord founded upon delay by Landlord in delivering possession of the Demised Premises to such succeeding tenant, so far as such delay is occasioned by the failure of Tenant to surrender the Demised Premises. The provisions of this Section 25.01 shall survive the expiration or earlier termination of this Lease.

 

Section 25.02  Re-Entry.   From and after any date upon which Landlord shall be entitled to give a Termination Notice, Landlord may, without further notice, enter upon, re-enter, possess and repossess itself of the Demised Premises, by force, summary proceedings, ejectment or otherwise, and may dispossess and remove Tenant and all other persons and Demised Premises from the Demised Premises and may have, hold and enjoy the Demised Premises and the right to receive all rental and other income of and from the same. As used in this Lease the words “enter” and “re-enter” are not restricted to their technical legal meanings.

 

Section 25.03  Removal of Demised Premises.   Any personal Demised Premises of Tenant, or any Subtenant which shall remain on or in the Demised Premises after the Expiration Date, may, at the option of Landlord, be deemed to have been abandoned by Tenant or such Subtenant and may either be retained by Landlord as its Demised Premises or be disposed of, without accountability, in such manner as Landlord may see fit. However, Landlord shall also have the right to require Tenant to remove any such personal Demised Premises of Tenant or such Subtenant at any such time at Tenant’s own cost and expense, provided that Landlord shall give Tenant written notice requesting the removal of any such personal Demised Premises of Tenant or such Subtenant from the Demised Premises. Landlord shall not be responsible for any loss or damage occurring to any Demised Premises owned by Tenant or any Subtenant. Tenant shall repair and restore, in a good and workmanlike manner, any damage to the Demised Premises caused by Tenant’s removal of Tenant’s Demised Premises, and if Tenant fails to do so, Tenant shall reimburse Landlord, on demand, for Landlord’s cost of repairing and restoring such damage.

 

Section 25.04  Holding Over.   If Tenant or anyone claiming under or through Tenant shall remain in possession of the Demised Premises or any part thereof after the expiration of the term of this Lease without any agreement in writing between Landlord and Tenant with respect thereto, Tenant shall:

 

(a)  be deemed a tenant at sufferance, and such occupancy during such holding shall be subject to all of the applicable terms and conditions of this Lease other than Base Rent and those relating to the length of term, and in addition to the Rents (other than Base Rent) payable pursuant to this Lease, Tenant shall pay to Landlord an amount equal to the greater of (i) the then fair market rental for the Demised Premises, or (ii) two (2) times the annual rate (determined on a per diem basis, based on a 365-day year) of Base Rent payable during the last year of the term of this Lease for each and every day after the expiration of the

 

37
 

  

term of this Lease up to and including the day that vacant possession of the Demised Premises is surrendered (and acceptance of Rent or other payments by Landlord shall not create a new or additional tenancy other than as aforesaid);

 

(b)  be liable to Landlord for (i) any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Demised Premises (a “New Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the holding-over by Tenant, and (ii) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by Tenant; and

 

(c)  indemnify Landlord against all claims for damages by any New Tenant. No holding-over by Tenant, or the payment to Landlord of the amounts specified above, shall operate to extend the term of this Lease. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Demised Premises after the Expiration Date or sooner termination of this Lease, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the term of this Lease shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Section.

 

ARTICLE 26

 

COVENANTS BINDING

 

Section 26.01 Covenants Binding.   The covenants, agreements, terms, provisions and conditions of this Lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord and, except as otherwise provided herein, the successors and assigns of Tenant.

 

ARTICLE 27

 

ENTIRE AGREEMENT; NO WAIVER

 

Section 27.01 Entire Agreement.   This Lease contains all the covenants representations, warranties and conditions made by or between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings and agreements between the parties. This Lease may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

 

Section 27.02  No Waiver.

 

(a)      Receipt of Rent.   The receipt of Rent by Landlord, with knowledge of any breach of this Lease by Tenant or of any default on the part of Tenant in the observance, performance or compliance with any of Tenant’s Obligations shall not be deemed to be a waiver of any of the terms, covenants or conditions of this Lease. In the event that Tenant is in arrears in the payment of any Rent or other sum payable hereunder, Tenant waives Tenant’s right, if any, to designate the items against which any payments made by Tenant are to be credited, and

 

38
 

  

Tenant agrees that Landlord may apply any payments made by Tenant to any items Landlord sees fit irrespective of and notwithstanding any designation or request by Tenant as to the items against which any such payments shall be credited.

 

(b)  Enforcement of Terms.   No failure on the part of Landlord to enforce any term, covenant or condition herein contained, nor any waiver of any right thereunder by Landlord, unless in writing, shall discharge or invalidate such term, covenant or condition, or affect the right of Landlord to enforce the same in the event of any subsequent breach or default. The consent of Landlord to any act or matter must be in writing and shall apply only with respect to the particular act or matter to which such consent is given and shall not relieve Tenant from the obligation wherever required under this Lease to obtain the consent of Landlord to any other act or matter. The receipt by Landlord of any Rent or any other sum of money or any other consideration hereunder paid by or on behalf of Tenant after the termination, in any manner, of the term of this Lease, or after the giving by Landlord of any notice hereunder to effect such termination, shall not reinstate, continue or extend the term of this Lease or destroy or in any manner impair the efficacy of any such notice of termination as may have been given hereunder by Landlord to Tenant prior to the receipt of any such sum of money or other consideration, unless so agreed to in writing and signed by Landlord. Neither acceptance of the keys nor any other act or thing done by Landlord or any employee, agent or representative of Landlord during the term of this Lease shall be deemed to be an acceptance of a surrender of the Demised Premises, excepting only an agreement in writing signed by Landlord accepting or agreeing to accept such a surrender.

 

ARTICLE 28

 

NO MERGER

 

Section 28.01  No Merger.   There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Demised Premises by reason of the fact that the same person acquires or holds, directly, this Lease or the leasehold estate hereby created or any interest herein or in such leasehold estate as well as the fee estate in the Demised Premises or any interest in such fee estate.

 

ARTICLE 29

 

PERMITTED ENCUMBRANCES; ZONING

 

Section 29.01 Tenant shall comply with all of the easements, agreements and other matters which constitute Permitted Encumbrances and shall not cause or permit any of the same to be violated. Tenant shall not change or attempt to change the zoning of the Demised Premises.

 

39
 

  

ARTICLE 30

 

CONSENTS; APPROVALS

 

Section 30.01  Consents.   Wherever it is specifically provided in this Lease that Landlord’s consent shall not be unreasonably withheld, Landlord also agrees that Landlord’s response to a request for such consent shall not be unreasonably delayed

 

Section 30.02  No Damages.   Tenant hereby waives any claim for consequential or other damages against Landlord which Tenant may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval that, pursuant to specific provisions of this Lease, is not to be unreasonably withheld or delayed or that Landlord has otherwise failed to act reasonably in the performance of any of Landlord’s Obligations in any instance where Landlord is required under this Lease to act reasonably. In any such case, Tenant’s sole remedy shall be an action or proceeding to enforce any such provision or for specific performance, injunction or declaratory judgment. Tenant agrees that if Tenant shall request such a consent or approval from Landlord and Landlord shall fail or refuse to give such consent or shall delay the giving of such consent, or if Landlord shall otherwise fail to act reasonably in any instance where Landlord is required under this Lease to act reasonably, then, in any case, Tenant shall not be entitled to any consequential or other damages for such withholding or delay or for Landlord’s otherwise failing to act reasonably.

 

ARTICLE 31 

INTENTIONALLY OMITTED

 

ARTICLE 32

 

MISCELLANEOUS

 

Section 32.01  Representations and Warranties.   Tenant and the person or

 

persons signing this Lease on behalf of Tenant represent and warrant to Landlord that the execution, delivery and performance of this Lease by Tenant has been authorized by all necessary action, and the person or persons signing this Lease are authorized to sign and deliver this Lease on behalf of Tenant.

 

Section 32.02  Recording.      Tenant shall not record this Lease or any memorandum thereof without the prior consent of Landlord.

 

ARTICLE 33

 

SUBORDINATION; MORTGAGES

 

Section 33.01  Subordination and Attornment.

 

(a)     Subordination.   This Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages. At the request of any Mortgagee, Tenant shall attorn to such Mortgagee, its successors in interest or any purchaser in a foreclosure sale.

 

40
 

  

(c)  Attornment.    If a Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 32 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee, provided such terms and conditions do not increase the Rent, materially increase Tenant’s non-monetary obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:

 

(i)     liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to such successor landlord);

 

(ii)     subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord;

 

(iii)     bound by any prepayment of more than one (1) month’s Rent to any prior landlord;

 

(iv)     bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest;

 

(v)     bound by any modification, amendment or renewal of this Lease made without the consent of any Mortgagee of which Tenant has been provided notice; or

 

(vi)     obligated to return any security deposit not actually received by any successor landlord.

 

(c)  Further Assurances.  Upon request by Landlord or by any existing or prospective Mortgagee, or if necessary to comply with any requirements of any rating agency, Tenant shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties as set forth in this Lease, including a separate written instrument in recordable form signed and acknowledged by Tenant setting forth and confirming, directly for the benefit of specified Mortgagee(s), any or all rights of Landlord or Mortgagees. Landlord shall pay all reasonable out-of-pocket costs incurred by Tenant in connection therewith.

 

41
 

  

SIGNATURE PAGE FOLLOWS

 

42
 

  

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and year first above written.

 

  Landlord: NOVAPARK LLC
     
  By: /s/ Itzhak Goldberg
    Name: Itzhak Goldberg
    Title: Manager
     
  Tenant: ANGION BIOMEDICA CORP.
     
  By: /s/ Itzhak Goldberg
    Name: Itzhak Goldberg
    Title: President

 

43
 

 

EXHIBIT A

 

LEGAL DESCRIPTION OF THE LAND

 

44
 

 

 

 
 

  

FIRST AMENDMENT OF LEASE DATED AS OF June 29th, 2011 BETWEEN NOVAPARK LLC, AS LANDLORD, AND ANGION BIOMEDICA CORPORATION, AS TENANT FOR LEASE OF PREMISES LOCATED At 51 CHARLES LINDBERGH BLVD., UNIONDALE, New York

 

WHEREAS, the parties hereto executed a Lease dated June 21, 2011 between NovaPark, LLC a Delaware Limited Partnership with offices at 400 Kelby Street, Fort Lee, NJ 07024, as Landlord and Angion Biomedica Corporation, a Delaware corporation having offices at 51 Charles Lindbergh Blvd. Uniondale NY 11553 (hereinafter the “Lease”);

 

WHEREAS, Landlord and Tenant desire among other things to modify the Lease.

 

NOW, THEREFORE, in consideration of the premises and the mutual terms, covenants and conditions contained herein in the Lease, Landlord and Tenant hereby agree to amend the Lease as follows:

 

1.         Capitalized terms are defined in the Lease unless specifically otherwise defined hereunder.

 

2.         Section 1.01 is amended as below:

 

A.  The Definition of “Demised Premises” to the portion of Land and

 

 
 

  

Building described in Exhibit B of the Lease to consist of approximately 52,000 sq ft until December 31st 2011 in order to allow staging of Angion’s move to the facility and thereafter to approximately 43,000sq ft.

 

B.  The Definition of “Tenant Proportionate Share” to mean forty percent (40%).

 

3.  Section 4.01a is deleted and replaced by amended Section 4.01a as below.

 

(a)  During the period commencing on the Rent Commencement Date through the end of year 15 of the Lease, Tenant shall pay to Landlord an annual Base Rent as follows:

 

Lease year(s) From
Rent Commencement
Date		  Annual Rent   Monthly 
         
Years 1-3  $450,000.00   $37,500.00 
           
Years 4-6  $463,500.00   $38,625.00 
           
Years 7-9  $477,405.00   $39,783.00 
           
Years 10-12  $491,727.00   $40,977.00 
           
Years 13-15  $506,479.00   $42,207.00 

 

 
 

 

The parties acknowledge that the Rent set forth above is about 50% lower than the current market rate ($22-$24 per sq ft, triple net) for similar space. Landlord will engage a licensed cost segregation firm to perform a cost segregation study of the Property following completion of the construction phase (December 2011). Annual Rent hereunder will be adjusted annually based upon Tenant’s allowable adjustment pursuant to Tenant’s Federal or State grants or contracts.

 

4. Landlord and Tenant have submitted a PILOT (Payment in Lieu of Taxes) application to the Town of Hempstead which if approved will result in significant reduction in property taxes. Tenant shall be entitled to 40% of any reduction realized through approval of the Pilot program.

 

5. In the event of any inconsistencies between this Amendment and the Lease the terms of this Amendment shall govern.

 

6. Except as set forth, the Lease remains unchanged and in full force and effect.

 

 
 

 

In Witness Whereof, the parties have executed this Amendment as of the day and year first above mentioned.

 

Landlord: NovaPark, LLC
 
By: /s/ Itzhak Goldberg  
Name:   Itzhak Goldberg
Title:     Manager
   
Tenant: ANGION BIOMEDICA CORPORATION
   
By: /s/ Itzhak Goldberg  
Name:   Itzhak Goldberg
Title:     President

 

 

 

 EX-10.15 12 filename12.htm

 

Exhibit 10.15

 

LEASE

 

 

 

400 KELBY ASSOCIATES

 

Landlord,

 

TO

 

ANGION BIOMEDICA CORPORATION

 

Tenant.

 

 

 

Premises: Parker Plaza, 400 Kelby Street, Fort Lee, New Jersey
   
  The Land affected by the Within Instrument Lies in Block 4502 on the Tax Map of the Borough of Fort Lee, County of Bergen (Tax Lots 1 and 2).

 

 
 

  

LEASE

 

LEASE dated Oct 29, 2002, between 400 KELBY ASSOCIATES, a New Jersey limited partnership having an office at 1700 Broadway, 34th Floor, New York New York 10019 (hereinafter referred to as (“Landlord”) and ANGION BIOMEDICA CORPORATION, a Delaware corporation having an office at 350 Community Drive, Manhassett, NY (hereinafter referred to as “Tenant”).

 

WITNESSETH:

 

ARTICLE 1

Demise, Premises, Term, Rents

 

1.01       Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the premises hereinafter described, in the building at 400 Kelby Street, in the Borough of Fort Lee, County of Bergen, State of New Jersey (the “Building”), on the parcel of land more particularly described in Exhibit A (the “Land”), for the term hereinafter stated, for the rents hereinafter reserved and upon and subject to the conditions (including limitations, restrictions and reservations) and covenants hereinafter provided. Each party hereby expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed.

 

1.02       The premises hereby leased to Tenant is part of the Sixteenth (16th) floor of the Building, as shown on the floor plan annexed hereto as Exhibit B. Said premises together with all fixtures and equipment which at the commencement, or during the term, of this lease are thereto attached (except items not deemed to be included therein and removable by Tenant as provided in Article 14) constitute and are hereinafter referred to as the “Demised Premises”.

 

1.03       The term of the lease, for which the Demised Premises are hereby leased, shall commence on a date (herein referred to as the “Commencement Date”) which shall be (i) the day on which the Demised Premises are ready for occupancy (as defined in Article 3) or (ii) the day Tenant, or anyone claiming under or through Tenant, first occupies the Demised Premises whichever occurs earlier, and shall end at noon of the last day of the calendar month in which occurs the day preceding the Third (3rd) anniversary of the Commencement Date, which ending date is (hereinafter referred to as the “Expiration Date”), or shall end on such earlier date upon which said term may expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law. Promptly following the Commencement Date the parties hereto (hereinafter sometimes referred to as the “parties”) shall enter into a recordable supplementary agreement fixing the dates of the Commencement Date and the Expiration Date and if they cannot agree thereon within fifteen (15) days after Landlord's request therefor, such dates shall be determined by arbitration in the manner provided in Article 34.

 

1.04       The “rents” reserved under this lease, for the term thereof, shall be and consist of:

 

(a)          “fixed rent” of $26,220.00 per year ($2,185.00 per month), which shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the term of this lease (except that Tenant shall pay, upon the execution and delivery of this lease by Tenant, the sum of $2,185.00, to be applied against the first rent becoming due under this lease.) The Commencement Date and occupancy by Tenant is conditioned upon clearance of Tenant checks representing: 1) the security deposit, and 2) the first month’s rent due pursuant to this Lease. Tenant shall have no right to occupancy of the Demised Premises unless and until the aforesaid checks clear Landlord’s bank account. In addition, the Tenant waives its right to collect any rent concession in connection with this lease if the Tenant is in default of any of the terms or conditions of this lease; and

 

(b)          “additional rent” consisting of all such other sums of money as shall become due from and payable by Tenant to Landlord hereunder (for default in payment of which Landlord shall have the same remedies as for a default in payment of fixed rent).

 

(c)          All fixed rent and additional rent to be paid to Landlord at its office, or such other place, or to such agent and at such place, as Landlord may designate by notice to Tenant, in lawful money of the United States of America.

 

1.05       Tenant shall pay the fixed rent and additional rent herein reserved promptly as and when the same shall become due and payable, without demand therefor and without any abatement, deduction or set off whatsoever except as expressly provided in this lease.

 

1.06       If the Commencement Date occurs on a day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated and the balance of the first month's fixed rent theretofore paid shall be credited against the next monthly installment of fixed rent.

 

1
 

 

 

ARTICLE 2

Use

 

2.01       Tenant shall use and occupy the Demised Premises for executive and general offices in connection with the conduct of Tenant's office business and for no other purpose. Tenant represents and warrants that it is duly formed and in good standing, and has full corporate, partnership or limited liability company power and authority, as the case may be, to enter into this Lease and has taken all corporate, partnership or limited liability company action, as the case may be, necessary to carry out the transaction contemplated herein, so that when executed, this Lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant shall provide Landlord with corporate resolutions, the operating agreement, the partnership agreement or other proof in a form acceptable to Landlord, authorizing the execution of this Lease at the time of execution.

 

2.02       If any governmental license or permit, other than a Certificate of Occupancy, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises, or any part thereof, and if failure to secure such license or permit would in any way affect Landlord, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same for inspection by Landlord. Tenant shall at all times comply with the terms and conditions of each such license or permit.

 

2.03       Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy, the Demised Premises, or do or permit anything to be done in the Demised Premises, in violation of the Certificate of Occupancy for the Demised Premises or for the Building.

 

2.04       The Demised Premises shall not be used for any purpose which would tend to lower the first-class character of the Building, create unreasonable or excessive elevator or floor loads, impair or interfere with any of the Building operations or the other areas of the Building by any other tenants or, impair the appearance of the Building.

 

ARTICLE 3

Preparation of Demised Premises

 

3.01      Prior to Landlord’s occupancy, at Landlord’s sole expense, Landlord shall carpet the Demised Premises with Building’s standard carpet, replace damaged ceiling tiles in the Demised Premises and will make ceiling look uniform and shall install new VCT tiles in kitchen area. At Tenant’s sole expense, Landlord will supply and install kitchen counter top. In the event that Tenant does not use the Tenant’s Right to Terminate Option within the first (1st) year of the Commencement Date, Landlord shall reimburse the Tenant the cost of said kitchen counter top. Such other installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Demised Premises for Tenant's occupancy, are hereinafter referred to as “Tenant’s Work”.

 

ARTICLE 4

Deleted Prior to Execution

 

ARTICLE 5

Adjustments of Rent

 

5.01       Tax Escalation.   For the purpose of Sections 5.01-5.06:

 

(a)          “Taxes” shall mean the real estate taxes and assessments and special assessments assessed, levied or imposed upon the Building and the Land. If at any time during the term of this lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy, imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable by Tenant to Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof so measured or based, shall be deemed to be included within the term “Taxes” for the purposes hereof;

 

(b)          “Base Tax Year” shall mean the Tax Year (as hereafter defined) commencing January 1, 2002 and ending December 31, 2002, inclusive;

 

(c)          “Base Year Taxes” shall mean the Taxes, as finally determined, for the Base Tax Year including, but not limited to any reductions in assessed value during the term of this lease;

 

2
 

 

 

(d)          “Tax Year” shall mean the fiscal year for which Taxes are levied by the governmental authority;

 

(e)          “Tenant’s Proportionate Share” shall mean for purposes of this lease and all calculations in connection herewith one percent (1.00%).

 

(f)          “Tenant’s Projected Share of Taxes” shall mean either (i) for any Tax Year where no Tax Payment (as hereinafter defined) shall have been payable by Tenant for the immediately preceding Tax Year, the product of (x) (the difference between one hundred and six (106%) percent of the Base Year Taxes and the Base Year Taxes), multiplied by (y) Tenant’s Proportionate Share, or (ii) for any Tax Year where a Tax Payment shall have been payable by Tenant for the immediately preceding Tax Year, the Tax Payment, payable by Tenant for the immediately prior Tax Year in each case divided by twelve (12) and payable monthly by Tenant to Landlord as additional rent.

 

5.02       If the Taxes for any Tax Year shall be more than the Base Year Taxes, Tenant shall pay, as additional rent for such Tax Year, an amount equal to Tenant’s Proportionate Share of the amount by which the Taxes for such Tax Year are greater than the Base Year Taxes. (The amount payable by Tenant is hereinafter referred to as the “Tax Payment”.) The Tax Payment and the Base Year Taxes shall be appropriately prorated, if necessary, to correspond with that portion of a Tax Year occurring within the Term of this lease. The Tax Payment shall be payable by Tenant within ten (10) days after receipt of a demand from Landlord therefor, which demand shall be accompanied by a copy of the tax bill together with Landlord’s computation of the Tax Payment. If the Taxes for any Tax Year are payable to the taxing authority on an installment basis, Landlord may serve such demands upon, and the Tax Payment for such Tax Year shall be payable by Tenant, on a corresponding installment basis.

 

5.03       Notwithstanding the fact that the increase in rent is measured by an increase in Taxes, such increase is additional rent and shall be paid by Tenant as provided herein regardless of the fact that Tenant may be exempt, in whole or in part, from the payment of any taxes by reason of Tenant’s diplomatic or other tax exempt status or for any other reason whatsoever.

 

5.04       Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the assessed valuation of the Land and Building. Should Landlord be successful in any such reduction proceedings and obtain a rebate or a reduction in assessment for periods during which Tenant has paid or is obligated to pay Tenant’s Proportionate Share of increases in Taxes then either (a) Landlord shall, in the event a rebate is received by Landlord, return Tenant’s Proportionate Share of such rebate to Tenant after deducting Landlord’s expenses, including without limitation, attorneys’ fees and disbursements in connection with such rebate (such expenses incurred with respect to a rebate or reduction in assessment being hereafter referred to as “Tax Expenses”), or, (b) if a reduction in assessment is obtained prior to the date Tenant would be required to pay Tenant’s Proportionate Share of such increase in Taxes, Tenant shall pay to Landlord, upon written request, Tenant’s Proportionate Share of such Tax Expenses. In the event that a tax reduction or other proceeding reduces the assessed valuation of the Land and/or the Building, Tenant agrees that if such reduction is for all or part of the Base Tax Year, then the Base Year Taxes shall be reduced retroactively. Tenant agrees to reimburse Landlord for amounts due to Landlord for Taxes pursuant to Article 5 based on the Base Year Taxes as finally determined (which reflect the reduced assessed valuation).

 

5.05       Within sixty (60) days after the expiration of any Tax Year, Landlord shall furnish Tenant with a statement setting forth Tenant’s Proportionate Share of Taxes. The statement furnished under this Section 5.05 is hereinafter referred to as a “Tax Statement”.

 

5.06       (a)            Commencing twelve (12) months prior to the first Tax Year in which Landlord shall be entitled to receive a Tax Payment, Tenant shall pay to Landlord, as additional rent for the next Tax Year, Tenant’s Projected Share of Taxes. Upon each date that a Tax Payment or an installment on account thereof shall be due from Tenant pursuant to the terms of Section 5.02 hereof, Landlord shall apply the aggregate of the installments of Tenant’s Projected Share of Taxes then on account with Landlord against the Tax Payment or installment thereof then due from Tenant. In the event that such aggregate amount shall be insufficient to discharge such Tax Payment or installment, Landlord shall so notify Tenant in a demand served upon Tenant pursuant to the terms of Section 5.02, and the amount of Tenant’s payment obligation with respect to such Tax Payment or installment pursuant to Section 5.02 shall be equal to the amount of the insufficiency. If, however, such aggregate amount shall be greater than the Tax Payment or installment, Landlord shall credit the amount of such excess against the Tenant’s account;

 

(b)          Anything in this Article 5 to the contrary notwithstanding, in the event that the holder of any superior mortgage or the lessor of any superior lease (as such terms are defined in Section 7.01 hereof) shall require advance payments from the Landlord on account of Taxes, then Tenant will pay Tenant’s Proportionate Share of any amounts required to be paid in advance by Landlord with the holder of the superior mortgage or the lessor of the superior lease to the extent that such payments made by Landlord exceed the Base Year Taxes. Any payments to be made by Tenant under this Section 5.06(b) shall be made ten (10) days prior to the date Landlord is required to make such payments to the holder of the superior

 

3
 

  

mortgage or the lessor of the superior lease however Tenant shall not be required to pay the taxes any sooner then otherwise required pursuant to this Article; and

 

(c)          Anything in Sections 5.01 through 5.06 to the contrary notwithstanding, in no event whatsoever shall the fixed rent be reduced below the fixed rent initially set forth in Section 1.04(a) hereof as same may be increased by provisions of this lease other than Sections 5.01 through 5.06.

 

5.07       Expense Escalation and Land.   For purposes of this Article:

 

(a)          “Operating Expenses” shall mean any and all expenses incurred by Landlord in connection with the operation, maintenance and repair (whether structural or non-structural) of the Building and the Land including all expenses incurred as a result of Landlord’s compliance with any of its obligations hereunder other than Landlord’s Work and such expenses shall include without limitation: (i) salaries, wages, medical, surgical and general welfare benefits, (including group life insurance) retirement benefits, pension payments and other fringe benefits of employees of Landlord (or entities affiliated with Landlord) engaged in the operation and maintenance of the Building and the Land. (The salaries and other benefits aforesaid of such employees servicing the Building and the Land shall be comparable to those of employees servicing buildings similar to the Building and the Land, located in the Borough of Fort Lee); (ii) payroll taxes, worker’s compensation, uniforms and dry cleaning for the employees referred to in subdivision (i); (iii) the cost of all charges for steam, heat, ventilation, air conditioning and water (including sewer rental) furnished to the Building and the Land and/or used in the operation of all of the service facilities of the Building and the Land and the cost of all charges for electricity furnished to the public and service areas of the Building and the Land and/or used in the operation of all of the service facilities of the Building and the Land including any taxes on any of such utilities; (iv) the cost of all charges for rent, casualty, insurance (if obtainable from the United States government) and of liability insurance for the Building and the Land to the extent that such insurance is required to be carried by Landlord under any superior lease or superior mortgage or if not required under any superior lease or superior mortgage then to the extent such insurance is carried by owners of Buildings comparable to the Building and the Land; (v) the cost of all building and cleaning supplies for the common areas of the Building and the Land and charges for telephone for the Building; (vi) the cost of all charges for management, window cleaning, other cleaning and sanitary and service contracts for the Building (including without limitation, elevator, electric, heating, air-conditioning and plumbing) (if no managing agent is employed by Landlord or an affiliate of Landlord is engaged as managing agent, there shall be included in Operating Expenses a sum equal to 5.0% of all rents, additional rents and other charges collected from Tenants or other permitted occupants of the Building); and (vii) the cost of rentals of capital equipment designed to result in savings or reductions in Operating Expenses. Operating Expenses shall not include (viii) administrative wages and salaries; (ix) renting commissions; (x) franchise taxes or income taxes of Landlord; (xi) Taxes on the Land and Building; (xii) costs of painting and decorating for any occupant’s space; (xiii) interest and amortization under mortgages; and (xiv) expenditures for capital improvements except (1) those which under generally applied real estate practice are expenses or regarded as deferred expenses and (2) for capital improvements required by law or (3) for capital improvements which are designed to result in a saving in the amount of Operating Expenses, in any of such cases the cost thereof shall be included in Operating Expenses for the Operational Year in which the costs are incurred and subsequent Operational Years, on a straight line basis, to the extent that such items are amortized over an appropriate period, but not more then ten years, with an interest factor equal to two (2%) percent above the prime rate of Chase Manhattan Bank, N.A. at the time of Landlord’s having incurred said expenditure. Operating Expenses shall be subject to adjustment based upon the Occupancy Adjustment for each Operational Year (as such terms are hereinafter defined) in which less than ninety (90%) percent of the Building shall be occupied (on a rentable square foot basis) during the term of this lease;

 

(b)          “Operational Year” shall mean each calendar year or part thereof occurring during the Term of this lease excluding the Initial Operational Year;

 

(c)          “Base Operating Expenses” shall mean the actual Operating Expenses for the calendar year 2002;

 

(d)          “Adjusted Base Operating Expenses” shall mean Base Operating Expenses multiplied by a fraction (i) the numerator of which is the number of days between the Commencement Date and the expiration of the Initial Operational Year (as hereinafter defined) and (ii) the denominator of which is 360;

 

(e)          “Initial Operational Year” shall mean the calendar year in which the Commencement Date occurs;

 

(f)          “Initial Operating Period” shall mean that portion of the Initial Operational Year between the Commencement Date and the expiration of the Initial Operational Year;

 

(g)          “Tenant’s Initial Projected Share of Operating Expense Increase” shall mean one-twelfth (1/12th) of the product of (i) Tenant’s Operational Proportionate Share multiplied by (ii) the

 

4
 

  

projected increase in Operating Expenses for the calendar year 2003, as reasonably estimated by Landlord, above the Initial Operating Expenses;

 

(h)          “Initial Operating Expenses” shall mean the actual amount of Operating Expenses incurred by Landlord during the Initial Operational Year;

 

(i)           “Tenant’s Operational Proportionate Share” shall mean one (1.00%) percent;

 

(j)          “Actual Operating Expense Differential” shall mean the amount by which the Operating Expenses actually incurred by Landlord for the recently expired Operational Year actually exceeded the Base Operating Expenses;

 

(k)          “Tenant’s Projected Share of Operating Expense Increase” shall mean one-twelfth (1/12th) of the product of (i) Tenant’s Operational Proportionate Share, multiplied by (ii) the Actual Operating Expense Differential for the recently expired Operational Year;

 

(l)           “Tenant’s Actual Share of Operating Expense Increase” shall mean the product of (i) the Actual Operating Expense Differential multiplied by (ii) Tenant’s Operational Proportionate Share; and

 

(m)         “Occupancy Adjustment” shall mean the amount by which Operating Expenses shall be deemed to be increased to reflect ninety (90%) percent occupancy (on a rentable square foot basis) of the Building during any Operational Year in which the Building is less then ninety (90%) percent occupied (on a rentable square foot basis).

 

5.08       (a)           After the expiration of the Initial Operational Year, Landlord shall furnish Tenant with a written statement (the “Initial Operating Statement”) indicating (i) Initial Operating Expenses, and (ii) Landlord’s computation of Tenant’s Initial Projected Share of Operating Expense Increase;

 

(b)          After the expiration of the first Operational Year after the Initial Operational Year and each Operational Year thereafter, Landlord shall furnish Tenant with a written statement (a “Subsequent Operating Statement”) indicating (i) the actual amount of Operating Expenses for the recently expired Operational Year, (ii) Landlord’s computation of Tenant’s Projected Share of Operating Expense Increase for the upcoming Operational Year, and (iii) the amount of any discrepancy between Tenant’s Actual Share of Operating Expense Increase and Tenant’s Initial Projected Share of Operating Expense Increase or Tenant’s Projected Share of Operating Expense Increase, as the case may be, for the recently expired Operational Year; and

 

(c)          Payments of rental in accordance with the Initial Operating Statement and Subsequent Operating Statements shall be made at the times specified in Section 5.09.

 

5.09       (a)           Tenant shall pay to Landlord, as additional rent during the first Operational Year after the Initial Operating Period, Tenant’s Initial Projected Share of Operating Expense Increase, which shall be payable in equal monthly installments, the first payment representing the payments retroactive to the first day of the current Operational Year and including the current month shall be made ten (10) days after Tenant receives the Initial Operating Statement, and thereafter normal monthly payments shall be made on the first day of each month throughout the upcoming Operational Year and thereafter until receipt of the first Subsequent Operating Statement. If the first Subsequent Operating Statement furnished by Landlord to Tenant for the recently expired Operational Year shall indicate that Tenant’s Initial Projected Share of Operating Expense Increase exceeded Tenant’s Actual share of Operating Expense Increase, Landlord shall forthwith either (a) pay the amount of excess directly to Tenant concurrently with the first Subsequent Operating Statement or (b) permit Tenant to credit the amount of such excess against subsequent payments due hereunder. If, however, the first Subsequent Operating Statement shall indicate that Tenant’s Actual Share of Operating Expense Increase exceeded Tenant’s Initial Projected Share of Operating Expense Increase, Tenant shall, within ten (10) days, pay the amount of such excess to Landlord as additional rent;

 

(b)           Tenant shall pay to Landlord, as additional rent during each subsequent Operational Year, Tenant’s Projected Share of Operating Expense Increase, which shall be payable in equal monthly installments, the first payment representing the payments retroactive to the first day of the current Operational Year and including the current month after crediting Tenant with payments made for the current Operational Year but prior to the receipt of a Subsequent Operating Statement, and which shall be made ten (10) days after Tenant receives a Subsequent Operating Statement, and thereafter normal monthly payments shall be made on the first day of each month throughout the upcoming Operational Year and thereafter until receipt of the next Subsequent Operational Statement. If a Subsequent Operating Statement furnished by Landlord to Tenant for a recently expired Operational Year shall indicate that Tenant’s Projected Share of Operating Expense Increase exceeded Tenant’s Actual Share of Operating Expense Increase, Landlord shall forthwith either (a) pay the amount of excess directly to Tenant concurrently with the Subsequent Operating

 

5
 

  

Statement or (b) permit Tenant to credit the amount of such excess against the subsequent payments of rent due hereunder. If, however, the Subsequent Operating Statement shall indicate that Tenant’s Actual Share of Operating Expense Increase exceeded Tenant’s Projected Share of Operating Expense Increase, Tenant shall, within ten (10) days, pay the amount of such excess to Landlord as additional rent; and

 

(c)          Anything in Sections 5.07 through 5.10 to the contrary notwithstanding, in no event whatsoever shall the fixed rent be reduced below the fixed rent initially set forth in Section 1.04(a) hereof as same may be increased by provisions of this lease other than Section 5.07 through 5.10. The amounts payable pursuant to Sections 5.07 through 5.10 shall be prorated, if necessary, to correspond with that portion of an Operational year occurring within the term of this lease.

 

5.10       The Initial Operating Statement and every Subsequent Operating Statement given by Landlord shall be conclusive and binding upon Tenant unless Tenant shall (a) notify Landlord within thirty (30) days after its receipt of such statement that it disputes the correctness thereof, specifying the particular respects in which the statement is claimed to be incorrect and (b) submit its dispute to arbitration within ninety (90) days after its receipt of the Initial Operating Statement or Subsequent Operating Statement, as the case may be, if such dispute shall not theretofore be settled by agreement between Landlord and Tenant. Pending the resolution of such dispute by agreement or arbitration as aforesaid, Tenant shall, within ten (10) days after receipt of such disputed Initial Operating Statement or Subsequent Operating Statement, as the case may be, pay any additional rent due in accordance therewith, but such payment shall be without prejudice to Tenant’s right to dispute such statement. If the dispute shall be resolved in Tenant’s favor. Landlord shall, within ten (10) days after Tenant’s demand, pay Tenant the amount of the overpayment, if any, resulting from Tenant’s compliance with the disputed Initial Operating Statement or Subsequent Operating Statement. Landlord agrees to grant Tenant reasonable access to Landlord’s books and records for the purpose of verifying Operating Expenses incurred by Landlord and to make copies of any and all bills and vouchers relating thereto.

 

5.11       Landlord may, at any time and from time to time, revise the amount due as its Tenant’s Initial Projected Share of Operating Expense Increase or Tenant’s Projected Share of Operating Expense Increase to cover any increase not previously factored into the Tenant’s Initial Projected Share of Operating Expense Increase or Tenant’s Projected Share of Operating Expense Increase. Upon Tenant’s receipt of a revision to its Tenant’s Initial Projected Share of Operating Expense Increase or Tenant’s Projected Share of Operating Expense Increase, Tenant shall pay Landlord, as Additional Rent, the revised amount.

 

5.12       Landlord’s failure during the lease term to prepare and deliver any of the tax bills, statements, notices or bills set forth in this Article 5, or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the foregoing items of additional rent which may have become due during the term of this Lease. Tenant’s liability for the amounts due under this Article 5 shall survive the expiration of the Term.

 

ARTICLE 6

Security Deposit

 

6.01       Tenant has deposited with Landlord the sum of $4,370.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the lease and after delivery of entire possession of the Demised Premises to Landlord. In the event of a sale of the Land and Building or leasing of the Building, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Landlord solely for the return of such security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be $4,370.00.

 

6
 

  

ARTICLE 7

Subordination, Notice To Lessors And Mortgagees

  

7.01       This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Park Avenue, Morristown, NJ 07960, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.

 

7.02       In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.

 

7.03       If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:

 

(a)          be liable for any previous act or omission of Landlord under this lease;

 

(b)          be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;

 

(c)          be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;

 

(d)          be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and

 

(e)          be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.

 

ARTICLE 8

Quiet Enjoyment

 

8.01       So long as Tenant pays all the fixed rent and additional rent due hereunder and performs all of Tenant’s other obligations hereunder, Tenant shall peaceably and quietly have, hold and enjoy

 

7
 

  

the Demised Premises subject, nevertheless, to the obligations of this lease and, as provided in Article 7, to the superior leases and the superior mortgages.

 

ARTICLE 9

Assignment and Subletting

 

9.01       Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, nor suffer, nor permit the Demised Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance. If this lease be assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as Tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance.

 

9.02       If Tenant shall at any time or times during the term of this lease desire to assign this lease or sublet all or part of the Demised Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (a) a conformed or photostatic copy of the proposed assignment or sublease, the effective or commencement date of which shall be not less than 60 nor more than 180 days after the giving of such notice, (b) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Demised Premises, and (c) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report. Such notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (i) sublease such space (hereinafter referred to as the “Leaseback Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Demised Premises), (ii) terminate this lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Demised Premises), or (iii) terminate this lease with respect to the Leaseback Space (if the proposed transaction is a sublease of part of the Demised Premises). Said options may be exercised by Landlord by notice to Tenant at any time within 60 days after such notice has been given by Tenant to Landlord; and during such 60 day period Tenant shall not assign this lease nor sublet such space to any person.

 

9.03       If Landlord exercises its option to terminate this lease in the case where Tenant desires either to assign this lease or sublet all or substantially all of the Demised Premises, then, this lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the fixed rent and additional rent shall be paid and apportioned to such date.

 

9.04       If Landlord exercises its option to terminate this lease in part in any case where Tenant desires to sublet part of the Demised Premises, then, (a) this lease shall end and expire with respect to such part of the Demised Premises on the date that the proposed sublease was to commence; (b) from and after such date the fixed rent and additional rent shall be adjusted, based upon the proportion that the rentable area of the Demised Premises remaining bears to the total rentable area of the Demised Premises; and (c) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in physically separating such part of the Demised Premises from the balance of the Demised Premises and in complying with any laws and requirements of any public authorities relating to such separation.

 

9.05       If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of fixed rent and additional rent then payable pursuant to this lease or (ii) the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and such sublease shall:

 

(a)          be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section;

 

(b)          be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section;

 

(c)          give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space and to make any and all changes, alterations, and improvements in the space

 

8
 

  

covered by such sublease and if the proposed sublease will result in all or substantially all of the Demised Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this lease less one (1) day;

 

(d)          provide that any assignee or further subtenant, of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Leaseback Space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in the Leaseback Space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space caused by such removal; and

 

(e)          also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the Leaseback Space from the balance of the Demised Premises and to comply with any laws and requirements of public authorities relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

 

9.06       (a)            If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this lease as to the Leaseback Space during the period of time it is so sublet to Landlord;

 

(b)          Performance by Landlord, or its designee, under sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this lease, nor shall Tenant be liable for any default under this lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the Tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; and

 

(c)          Tenant shall have no obligation, at the expiration or earlier termination of the term of this lease, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord.

 

9.07       In the event Landlord does not exercise an option provided to it pursuant to Section 9.02 and providing that Tenant is not in default of any of Tenant’s obligations under this lease after notice and the expiration of any applicable grace period, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

 

(a)          Tenant shall have complied with the provisions of Section 9.02 and Landlord shall not have exercised any of its options under said Section 9.02 within the time permitted therefor;

 

(b)          In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Demised Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, (ii) is limited to the use expressly permitted under this lease, and (iii) will not violate any negative covenant as to use contained in any other lease of space in the Building;

 

(c)          The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof;

 

(d)          Neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building;

 

(e)          The proposed assignee or sublessee is not a person with whom Landlord has negotiated or is negotiating to lease space in the Building;

 

9
 

 

(f)           The form of the proposed lease shall be in form reasonable satisfactory to Landlord and shall comply with the applicable provisions of this Article;

 

(g)          There shall not be more than one (1) subtenant (including Landlord or its designee) of the Demised Premises;

 

(h)          The amount of the aggregate rent to be paid by the proposed subtenant is not less than the then current market rent per rentable square foot for the Demised Premises as though the Demised Premises were vacant, and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Section 9.02;

 

(i)           Tenant shall not have (i) advertised or publicized in any way the availability of the Demised Premises without prior notice to and approval by Landlord, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, (ii) listed the Demised Premises for subletting or assignment, with a broker, agent or representative other than the then managing agent of the Building or other agent designated by Landlord, or otherwise at a rental rate less than the greater of (1) the fixed rent and additional rent then payable hereunder for such space, or (2) the fixed rent and additional rent at which Landlord is then offering to lease other space in the Building.

 

(j)           The sublease shall not allow the use of the Demised Premises or any part thereof for (i) the preparation and/or sale of food for on or off premises consumption or (ii) for use by a foreign or domestic governmental agency. Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 9.05) shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under Section 9.02, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar or similar compensation in connection with the proposed assignment or sublease; and

 

(k)          Tenant shall reimburse Landlord on demand for any costs that may be incurred by Landlord in connection with any proposed assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent.

 

(l)          It shall be an affirmative obligation of Tenant to comply with the provisions of this Section 9.07 and Tenant’s Failure to do so shall be a default under the terms of this Lease.

 

(m)         Sections 9.07(d), (e) and (i) shall be affirmative obligations of Tenant, and Tenant agrees that it will obtain Landlord’s consent prior to advertising, publicizing or listing the Demised Premises for a sublet or assignment Tenant also agrees that it will not contact or discuss a sublet or assignment with any person in connection with Sections 9.07(d) or (e) hereinabove.

 

9.08       In the event that (a) Landlord fails to exercise any of its options under Section 9.02 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 9.02 before assigning this lease or subletting all or part of the Demised Premises.

 

9.09       With respect to each and every sublease or subletting authorized by Landlord under the provisions of this lease, it is further agreed:

 

(a)          no subletting shall be for a term ending later than one day prior to the expiration date of this lease;

 

(b)          no sublease shall be valid, and no subtenant shall take possession of the Demised Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord; and

 

10
 

  

(c)          each sublease shall provide that it is subject and subordinate to this lease and to the matters to which this lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s rent.

 

9.10       If the Landlord shall give its consent to any assignment of this lease or to any sublease, Tenant shall in consideration therefor, pay to Landlord, as additional rent:

 

(a)          in the case of an assignment, an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns); and

 

(b)          in the case of a sublease, any rents, additional charge or other consideration payable to Tenant, directly or indirectly, by any subtenant or any other entity or person related to, or affiliated with subtenant, or any other amount received by Tenant or any entity or person related to, or affiliated with, Tenant (including, but not limited to, any subsidiary or sister corporation) from, or in connection with, any subletting that are in excess of the fixed rent and additional rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns). The sums payable under this Section 9.10(b) shall be paid to Landlord as and when payable by the subtenant to Tenant.

 

9.11       If Tenant is a corporation, partnership or limited liability entity the provisions of Section 9.01 shall apply to a transfer (by one or more transfers) of a majority of the stock of Tenant as if such transfer of a majority of the stock or partnership interest or other interest of Tenant were an assignment of this lease; but said provisions shall not apply to transactions: (a) with a corporation, partnership or limited liability entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred or to any corporation which controls or is controlled by Tenant or is under common control with Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, or (2) the net worth of Tenant herein named on the date of this lease, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; or (b) by partners or shareholders as of the date this Lease is executed with their husbands, wives, parents, children, brothers or sisters.

 

9.12       Any assignment or transfer, whether made with Landlord’s consent pursuant to Section 9.01 or without Landlord’s consent pursuant to Section 9.11, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Section 9.01 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of fixed rent and/or additional rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the fixed rent and additional rent and for the other obligations of this lease on the part of Tenant to be performed or observed.

 

9.13       The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this lease, or by any waiver or failure of Landlord to enforce any of the obligations of this lease.

 

9.14       The listing of any name other than that of Tenant, whether on the doors of the Demised Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this lease or in the Demised Premises, nor shall it be deemed to be the consent of Landlord to any assignment, or transfer of this lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others.

 

11
 

  

9.15       If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of 11 U.S.C. Section 101 et seq., or any statute of similar purpose or nature (the “Bankruptcy Code”) to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than twenty (20) days after receipt of such offer by Tenant, but in any event no later than ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Such notice shall set forth (a) the name and address of such person, (b) all of the terms and conditions of such offer, and (c) adequate assurance of future performance by such person under the Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which would otherwise be payable by Tenant out of the consideration to be paid by such person in connection with the assignment of this Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease from and after the date of such assignment, and to be subject to Tenant’s use restrictions, and operating covenant, set forth in Article 5 hereof. Any such assignee shall execute and deliver to Landlord upon demand an instrument confirming such assumption. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to or turned over to Landlord.

 

9.16       The term “adequate assurance of future performance” as used in this Lease shall mean (in addition to the assurances called for in said Section 365(b)(3) that any proposed assignee shall, among other things, (a) deposit with Landlord on the assumption of this Lease an amount equal to the then annual Fixed Rent and Additional Rent as security for the faithful performance and observance by such assignee of the terms and obligations of this Lease, (b) furnish Landlord with financial statements of such assignee for the prior three (3) fiscal years, as finally determined after an audit and certified as correct by a certified public accountant, which financial statements shall show a net worth at least equal to five (5) times the then Fixed Rent plus Additional Rent payable in the year such statements shall be furnished, (c) grant to Landlord a security interest in such property of the proposed assignee as Landlord shall deem necessary to secure such assignee’s future performance under this Lease, and (d) provide such other information or take such action as Landlord, in its reasonable judgment, shall determine is necessary to provide adequate assurance of the performance by such assignee of its obligations under the Lease.

 

9.17       Notwithstanding any of the foregoing provisions, covenants, and conditions to the contrary, if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid to or turned over to Landlord. If Tenant proposes to assign this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment setting forth (a) the name and address of such person, (b) all of the terms and conditions of such offer, and (c) the adequate assurance to be provided by Tenant to assure such person’s future performance under the Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code, or any such successor or substitute legislation or rule thereto, shall be given to Landlord by Tenant no later than 20 days after receipt by Tenant, but in any event no later than 10 days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on or after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption.

 

9.18       If, at any time after Tenant may have assigned Tenant’s interest in this Lease, this Lease shall be disaffirmed or rejected in any proceeding of the types described in Section 13.1(h) hereof, or in any similar proceeding, or in the event of termination of this Lease by reason of any such proceeding or by reason of lapse of time following notice of termination given pursuant to Article 13 based upon any of the

 

12
 

  

events of default set forth in said Section 13.1(h). Tenant, upon request of Landlord given within thirty (30) days next following any such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (a) pay to Landlord all Fixed Rent and Additional Rent due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (b) as “tenant,’’ enter into a new lease with Landlord for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the expiration date of the Term, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Rent and upon the then executory terms, covenants and conditions as are contained in this Lease, except that (i) Tenant’s rights under the new lease shall be subject to the possessory rights of the assignee under this Lease and the possessory rights of any person claiming through or under such assignee or by virtue of any statute or of any order of any court, (ii) such new lease shall require all defaults existing under this Lease to be cured by Tenant with due diligence, and (iii) such new lease shall require Tenant to pay all Fixed Rent and Additional Rent reserved in this Lease which, had this Lease not been so disaffirmed, rejected or terminated, would have accrued under the provisions of this Lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto. If Tenant shall default in its obligation to enter into said new lease for a period of ten (10) days next following Landlord’s request therefor, then in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against Tenant as if Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of Tenant’s default thereunder.

 

9.19       The provisions of Sections 9.09, 9.15, 9.16, 9.17, and 9.18 hereof shall survive the expiration or earlier termination of this Lease.

 

9.20       In no event shall Tenant mortgage, encumber, pledge, grant a security interest in, collaterally assign or conditionally transfer this Lease, any equipment or fixtures incorporated in or used in connection with the Premises or any Subleases or any of the rents, issues and profits therefrom.

 

13
 

  

ARTICLE 10

Compliance with Laws and Requirements

of Public Authorities

 

10.01     Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any law rule, order, ordinance, direction, regulation or requirement of any federal, state municipal or public authority. Tenant at its expense shall comply with all laws rules, orders, ordinances, directions, regulations and requirements of municipal or public authorities now in force or which may hereafter be in force which shall, with respect to the Demised Premises or the use and occupation thereof, or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant’s use, occupation, or alteration of the Demised Premises, (ii) any cause or condition created by or at the instance of Tenant, other than by other property therein, (iii) any cause or condition created by or at the instance of Tenant, other than by Landlord’s performance of any work for or on behalf of Tenant, or (iv) breach of any of Tenant’s obligations hereunder. However, Tenant shall not be so required to make any structural or other substantial change in the Demised Premises unless the requirement arises from a cause or condition referred to in clause (ii), (iii), or (iv) above. Furthermore, Tenant need not comply with any such law or requirement of public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 10.02. Landlord, at its expense, shall comply with all other such laws and requirements of public authorities as shall affect the Demised Premises, but may similarly contest the same subject to conditions reciprocal to subsections (a), (b) and (d) of Section 10.02.

 

10.02     Tenant may, at its expense (and if necessary, in the name of but without expense to Landlord) contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any law or requirement of public authority, and Landlord shall cooperate with Tenant in such proceedings, provided that:

 

(a)          Landlord shall not be subject to criminal penalty or to prosecution for a crime nor shall the Demised Premises or any part thereof be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest;

 

(b)          Tenant shall defend, indemnify and hold harmless Landlord against all liability, loss or damage which Landlord shall suffer by reason of such non-compliance or contest, including reasonable attorney’s fees and other expenses reasonably incurred by Landlord;

 

(c)          such non-compliance or contest shall not constitute or result in any violation of any superior lease or superior mortgage, or if such superior lease and/or superior mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and

 

(d)          Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of Subsection (a) above thereto, Landlord shall be deemed subject to prosecution for a crime within the meaning of said Subsection, if Landlord, or any officer of Landlord individually, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or such officer (as the case may be) is required to plead or answer thereto.

 

10.03     Landlord represents that it will comply within all present laws within Landlord’s control which are related to the Building.

 

ARTICLE 11

Insurance

 

11.01     Tenant assumes the liability for damage to the Demised Premises, all improvements, fixtures, partitions, equipment and person property therein, and all appurtenances thereto, regardless of the cause thereof. Except as otherwise provided herein, Tenant expressly waives and releases Landlord from all claims against Landlord and agrees to hold Landlord harmless for any loss resulting from damage or loss to Tenant’s goods, wares, merchandise, inventories, fixtures and/or equipment of any invitee, subsidiary, or affiliate of Tenant in, upon or about said Demised Premises regardless of the cause.

 

11.02      Tenant shall secure, pay for and maintain, at its own expense, the following insurance policies in full force and effect during the term of the Lease for the benefit of the Landlord, Tenant and any holder of a mortgage on the Building of which Tenant has notice:

 

(a)            Commercial General Liability at limits of $1,000,000 per occurrence/$2,000,000 aggregate per location subject to no deductible including broad form general liability extensions without limitations and host liquor liability coverage. Contractual liability, if not written on a

 

14
 

  

blanket basis must be endorsed to cover indemnities specified herein. This policy shall be written on an “occurrence” basis.

 

Policy shall be endorsed to name Landlord as “additional insured”. Definition of Additional Insured shall include all partners, officers, directors, employees, agents and representatives of the named entity including its managing agent, if any. Further, coverage for “Additional Insured” shall apply on a primary basis irrespective of any other insurance, whether collectible or not.

 

(b)          Property Insurance:       Replacement cost insurance on Tenant’s machinery, equipment, furniture and fixtures, goods, wares, merchandise, improvements/betterments and Business Interruption/Extra Expense in sufficient amounts against damage caused by fire and all other perils covered by a standard All Risk Insurance Policy. Tenant agrees to waive its right of subrogation against Landlord and shall obtain a waiver from its respective insurance companies releasing these carriers’ subrogation rights against the Landlord.

 

(c)          Commercial Auto Liability Insurance (with special endorsement covering mobile equipment and contractual liability) covering owned, non-owned and hired vehicles providing bodily injury and property damage coverage, all on a per occurrence basis, at a combined single limit in such amount as Landlord and Landlord’s managing agent may reasonably determine and in no event less than one million ($1,000,000) dollars;

 

(d)          Workers Compensation and Employers Liability Insurance affording coverage under the Workers Compensation laws of the applicable State and Employers Liability coverage subject to a limit of no less than $500,000 each employee, $500,000 each accident, $500,000 policy limit.

 

(e)          Umbrella Liability Insurance at not less than a $2,000,000 limit providing excess coverage over all limits and coverages noted above in this Section 11.02. This policy shall be written on an “occurrence” basis.

 

(f)           Insurance covering in full interruption of Tenant’s business for a minimum of six (6) months;

 

(g)          Evidence (Notices) of Compliance All policies shall be endorsed to provide that in the event of cancellation, non-renewal or material modification, Landlord shall receive thirty (30) days written notice thereof. Tenant shall furnish Landlord with Certificates of Insurance evidencing compliance with all insurance provisions noted above no later than (5) days prior to the Commencement Date; and prior to the expiration or anniversary of the respective policy terms. All Certificates of Insurance or policy termination notices should be delivered to:

 

400 Kelby Associates

c/o Parman Corp.

1700 Broadway - 34th Floor

New York, New York 10019

 

(h)          Indemnification/Hold Harmless Tenant shall, to the fullest extent permitted by law and at its own cost and expense, defend, indemnify and hold Landlord its partners, directors, officers, employees, servants, representatives and agents harmless from and against any and all claims, loss, (including attorneys’ fees, witnesses’ fees and all court costs), damages, expense and liability (including statutory liability), resulting from injury and/or death of any person or damage to or loss of any property arising out of any negligent or wrongful act, error or omission or breach of contract, in connection with the operations of the Tenant. The foregoing indemnity shall include injury or death of any employee of the Tenant and shall not be limited in any way by an amount or type of damages, compensation or benefits payable under any applicable Workers Compensation, Disability Benefits or other similar employee benefits acts.

 

(i)           All policies noted above shall be written with insurance companies licensed to do business in the State of New Jersey and rated no lower than A:10 in the most current edition of A.M. Best’s Property Casualty Key Rating Guide.

 

Failure to comply with any of the insurance provisions noted above will result in a breach of the lease by the Tenant.

 

11.03     Tenant shall endeavor to secure an appropriate clause in, or an endorsement upon, each “All Risk” property policy obtained by it and covering the Demised Premises or the personal property, fixtures and equipment located therein or thereon, pursuant to which the Tenant’s insurance company waives subrogation or permit the insured, prior to any loss, to agree with a third party to waive any claim it might have against said third party. The waiver of subrogation or permission for waiver of any claim hereinbefore referred to shall extend to the agents of Tenant and its employees and, shall also extend to all other persons and entities occupying or using the Demised Premises in accordance with the terms of this lease.

 

15
 

  

11.04     If, by reason of a failure of Tenant to comply with any of the provisions of Article 10 or Article 11, the rate of fire insurance with extended coverage on the Building or equipment or other property of Landlord shall be higher than it otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of the premiums for fire insurance and extended coverage paid by Landlord because of such failure on the part of Tenant.

 

11.05     A schedule or make up of rates for the Building or the Demised Premises, as the case may be, issued by the New Jersey Fire Insurance Rating Organization or other similar body making rates for fire insurance and extended coverage for the premises concerned, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rate with extended coverage then applicable to such premises.

 

ARTICLE 12

Rules and Regulations

 

12.01     Tenant and its employees and agents shall faithfully observe and comply with the Rules and Regulations annexed hereto as Exhibit D, and such reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and communicate in writing to Tenant, which do not unreasonably affect the conduct of Tenant’s business in the Demised Premises except as required by any governmental law, rule, regulation, ordinance or similar decree; provided, however, that in case of any conflict or inconsistency between the provisions of this lease and any of the Rules and Regulations as originally promulgated or as changed, the provisions of this lease shall control.

 

12.02     Nothing in this lease contained shall be construed to impose upon Landlord any duty or obligation to Tenant to enforce the Rules and Regulations or the terms, covenants or conditions in any other lease, as against any other Tenant, and Landlord shall not be liable to Tenant for violation of the same by any other Tenant or its employees, agents or visitors. However, Landlord shall not enforce any of the Rules and Regulations in such manner as to discriminate against Tenant or anyone claiming under or through Tenant, and Landlord agrees to use reasonable efforts to promptly investigate any violation of a Rule or Regulation.

 

ARTICLE 13

Tenant’s Changes

 

13.01     Tenant shall not during the term of this lease, make alterations, additions, installation, substitutions, improvements and decorations (hereinafter collectively referred to as “changes” and, as applied to changes provided for in this Article, “Tenant’s Changes”) in and to the Demised Premises. In the event Landlord approves any requested Tenant’s Changes, Tenant agrees that these will be subject to the following conditions:

 

(a)          the outside appearance or the strength of the Building or of any of its structural parts shall not be affected;

 

(b)          no part of the Building outside of the Demised Premises shall be physically affected;

 

(c)          the proper functioning of any of the mechanical, electrical, sanitary and other service systems of the Building shall not be adversely affected or the usage of such systems by Tenant shall not be increased;

 

(d)          in performing the work involved in making such changes, Tenant shall be bound by and observe all of the conditions and covenants contained in the following Sections of this Article; and

 

(e)          Before proceeding with any Tenant’s Changes, Tenant will advise Landlord thereof and shall submit to Landlord all plans and specifications and all changes and revisions thereto for the proposed changes, and for the work to be done for Landlord’s approval and Tenant shall, upon demand of Landlord, pay to Landlord the reasonable costs incurred by Landlord for the review of such plans and specifications and all changes and revisions thereto by its architect, engineer and other consultants. Landlord may as a condition of its approval require Tenant to make revisions in and to the plans and specifications and to post a bond or other security reasonably satisfactory to Landlord to insure the completion of such change. Notwithstanding the foregoing, Landlord’s approval of plans and specifications shall not be required in connection with any cosmetic non-structural change, the estimated cost of which, in the aggregate, does not exceed seven thousand five hundred ($7,500.00) dollars provided such changes may be undertaken without the filing of any materials with the City of Fort Lee (exclusive of the costs of decorating work and items constituting Tenant’s Property, as defined in Article 14, and any architect’s and engineer’s fees) and provided same complies with all applicable laws, rules and regulations.

 

16
 

  

(f)          Except in connection with Cosmetic Changes, Landlord will choose a contractor who will perform the Tenant’s Changes at Tenant’s sole cost and expense. Additionally, Tenant shall pay to Landlord, on demand, an amount equal to twenty (20%) percent of the contract price, which includes Landlord’s overhead for administration, review and handling of the Changes.

 

(g)          It is further agreed upon that should the Tenant fail after three (3) days request by Landlord to provide any necessary information to the Landlord, the Landlord may, at it’s option, perform the Changes using building standard materials and charge Tenant the cost of said work, plus twenty (20%) percent of Landlord’s cost (which building standard materials include items generally included within the term “building standard materials” in the Metropolitan New York area).

 

(h)          1.          Before commencement of Tenant’s Changes. Tenant’s general contractor and/or sub-contractors shall secure, pay for and maintain the following insurance: (i) property insurance upon all tools, material and equipment (owned, borrowed or leased by the contractor or their employees) to the full replacement value thereof during the full term of this contract. This insurance shall insure against damage or loss caused by fire and other perils covered by a standard “All Risk” insurance policy. Contractors agree to waive their right of subrogation against Owner. The property policy shall allow for a waiver of subrogation in favor of Landlord. Failure of the contractor to secure and maintain adequate coverage shall not obligate the Landlord or its agents or employees for any losses; (ii) Workers Compensation affording coverage under the Workers Compensation laws of the State of New Jersey and Employers Liability coverage subject to a limit of no less than $500,000 each employee, $500,000 each accident, and $500,000 policy limit; (iii) Commercial General Liability Insurance for limits of $1,000,000.00 per occurrence Bodily Injury and Property Damage Combined, $1,000,000 per occurrence Personal & Advertising Injury, $2,000,000 aggregate Products and Completed Operations Liability, $100,000 Fire Legal Liability and $2,000,000 General Aggregate limit per location per job. The policy shall be written on an occurrence basis with no deductible; (iv) Automobile Liability Insurance for Bodily Injury and Property Damage in the amount of $1,000,000 combined and covering all owned, non-owned and hired vehicles; and (v) Umbrella Liability Insurance at not less than a $5,000,000 limit providing excess coverage over all limits and coverages noted in paragraphs (i), (ii), (iii) and (iv) above. This policy shall be written on an “occurrence” basis. All policies noted in the above shall be written with insurance companies licensed to business in the State of New Jersey and rate no lower than A:10 in the most current edition of A.M. Best’s Property Casualty Key Rating Guide. All policies noted in the above shall be endorsed to name Landlord as “Additional Insured”. Definition of Additional Insured shall include partners, officers, directors, employees, agents and representatives of the named entity including its managing agent. Further coverage for the “Additional Insured shall apply on a primary basis irrespective of any other insurance, whether collectible. Tenant’s General Contractor and/or subcontractor(s) shall furnish Landlord with original insurance policies or duly executed, appropriate certificates (together with reasonably adequate evidence of waivers of subrogation as required herein and or payment of insurance premiums), together with all replacements, renewals and endorsements, no later than five (5) days prior to commencement of Tenant’s Changes.

 

2.         At its own cost and expense, Tenant, Tenant’s general contractor (if other than Landlord) shall, in accordance with all of the insurance requirements herein contained, obtain professional liability insurance for all architects, designers and engineers with regard to all of their work in or in connection with the Demised Premises, in a minimum policy amount of $1,000,000.

 

3.         The limits of all insurance provided herein shall: (i) not limit Tenant’s liability to Landlord under this Lease; and (ii) be subject to increase to the same extent as otherwise provided under this Lease with respect to liability insurance.

 

4.         All policies of insurance maintained by Tenant, Tenant’s general contractor and/or subcontractor herein, shall be written as primary policies not contributing with, nor in excess of, insurance coverage that Landlord and Others in Interest may have. Tenant shall not carry separate or additional insurance which, in the event of any loss or damage, is concurrent in form or would contribute with the insurance required to be maintained by Tenant under this Lease.

 

5.         Each policy required to be provided hereunder (and each certificate of insurance issued with respect thereto) shall contain endorsements by the insurer, without disclaimers, that the policies will not be canceled, materially changed, amended, reduced or non-renewed without at least thirty (30) days prior notice to Landlord and Others in Interest, that the act or omission of any insured will not invalidate the policy as to any other insured, and that Tenant (or the general contractor or subcontractor(s), as the case may be) solely shall be responsible for payment of all premiums under such policies and that neither Landlord nor Others in Interest shall have any obligations for the payment thereof.

 

6.         In the event Tenant or its contractors shall fail to procure and place any insurance required under this Lease, after notice to Tenant, Landlord may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be refunded by Tenant to Landlord within 30 days of notice, as additional rent.

 

17
 

  

13.02     Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant’s Changes and for final approval thereof upon completion and shall furnish copies thereof to Landlord, so that the Tenant’s Changes to be performed in compliance therewith and with all applicable laws and requirements of public authorities, and with all applicable requirements of insurance bodies, and in good and workmanlike manner, using new materials and equipment at least equal in quality and class to the original installations in the Building. Tenant’s Changes will be performed in such manner as not to unreasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance or operation of the Building or any portion thereof. If any of Tenant’s Changes shall involve the removal of any fixtures, equipment or other property in the Demised Premises which are not Tenant’s Property (as defined in Article 14), Tenant shall notify Landlord and such fixtures, equipment or other property shall be promptly replaced, by Landlord at Tenant’s expense, with new fixtures, equipment or other property (as the case may be) of like utility and at least equal value unless Landlord shall otherwise expressly consent in writing and Tenant shall, upon Landlord’s request, store and preserve, at Tenant’s sole cost and expense, any such fixtures, equipment or property so removed and shall return same to Landlord upon the expiration or sooner termination of this lease. All electrical and plumbing work in connection with Tenant’s Changes shall be performed by Landlord’s contractors or subcontractors licensed therefor by all governmental agencies having or asserting jurisdiction. Upon the completion of Tenant’s Changes, Tenant shall furnish to Landlord a complete set of “as-built” plans and specifications.

 

13.03     Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant’s Changes which shall be issued by the Department of Buildings or any other public or quasi-public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against any and all mechanic’s and other liens filed in connection with Tenant’s Changes, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Demised Premises and against all costs, expense and liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within fifteen (15) days after Landlord makes written demand therefor. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any such notice of violation, provided that Tenant shall comply with the provisions of Section 10.01.

 

13.04     Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 13 or any other provision of this lease shall not be done in a manner which would create any work stoppage, picketing, labor disruption or dispute or violate Landlord’s union contracts affecting the Land and/or Building nor interference with the business of Landlord or any Tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from the exercise by Tenant of its right pursuant to the provisions of this Article 13 or any other provision of this lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event Tenant fails to cease such manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without notice. With respect to Tenant’s Changes, Tenant shall make all arrangements for, and pay all expenses incurred in connection with, use of the freight elevators servicing the Demised Premises, at Landlord’s demand.

 

13.05     Notwithstanding, anything to the contrary contained herein, Tenant shall make no changes, additions, alterations, or improvements to the Demised Premises that are visible from outside the Demised Premises without obtaining the prior written consent of Landlord; and Landlord shall have the right to withhold such consent in its sole and absolute discretion.

 

13.06     All Tenant Changes shall be done at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate.

 

ARTICLE 14

Tenant’s Property

 

14.01     All fixtures, equipment, improvements and appurtenances attached to or built into the Demised Premises at the commencement of or during the term of this lease, whether or not by or at the expense of Tenant, shall be and remain a part of the Demised Premises, shall be deemed the property of Landlord and shall not be removed by Tenant, except as hereinafter in this Article expressly provided.

 

14.02     All paneling, movable partitions, lighting fixtures, special cabinet work, other business and trade fixtures, machinery and equipment, communications equipment and office equipment, whether or not attached to or built into the Demised Premises, which are installed in the Demised Premises by or for the account of Tenant, without expense to Landlord, and can be removed without permanent structural damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and located in the Demised Premises, (all of which are sometimes referred to as “Tenant’s Property”) shall be and shall remain the property of Tenant and may be removed by it at any time during the term of this lease; provided that if any of Tenant’s Property is removed, Tenant or any party or

 

18
 

  

person entitled to remove same shall repair or pay the cost of repairing any damage to the Demised Premises or to the Building resulting from such removal. Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant or which has replaced such items originally provided by Landlord at Landlord’s expense shall not be deemed to have been installed by or for the account of Tenant, without expense to Landlord, and shall not be considered Tenant’s Property.

 

14.03     At or before the Expiration Date, or the date of any earlier termination of this lease, or as promptly as practicable after such an earlier termination date, Tenant at its expense, shall remove from the Demised Premises all of Tenant’s Property except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord, and shall fully repair any damage to the Demised Premises or the Building resulting from such removal. Tenant’s obligation herein shall survive the termination of the lease.

 

14.04     Any other items of Tenant’s Property (except money, securities and other like valuables) which shall remain in the Demised Premises after the Expiration Date or after a period of fifteen (15) days following an earlier termination date, may, at the option of the Landlord, be deemed to have been abandoned, and in such case either may be retained by Landlord as its property or may be disposed of, without accountability, at Tenant’s expense in such manner as Landlord may see fit.

 

14.05     Tenant shall execute a security agreement in a form reasonably provided by Landlord whereby tenant shall grant to Landlord a security interest in Tenant’s Property and all proceeds of the foregoing.

 

Prior to execution of this Lease, and upon Landlord’s request at any time during this Lease term, Tenant shall execute any and all additional documents necessary to preserve the Owner’s security interest, including any and all UCC-1 Continuations.

 

Tenant agrees to pay any and all filing and administrative costs related to Landlord’s security interest.

 

ARTICLE 15

Repairs and Maintenance

 

15.01     Tenant shall take good care of the Demised Premises. Tenant, at its expense, shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building, as shall be required by reason of (i) the performance or existence of Tenant’s Work or Tenant’s Changes, (ii) the installation, use or operation of Tenant’s Property in the Demised Premises, (iii) the moving of Tenant’s Property in or out of the Building, or (iv) the misuse or neglect of Tenant or any of its employees, agents or contractors; but Tenant shall not be responsible for any of such repairs as are required by reason of Landlord’s neglect or other fault in the manner of performing any of Tenant’s Work or Tenant’s Changes which may be undertaken by Landlord for Tenant’s account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents or contractors. Except if required by the neglect or other fault of Landlord or its employees, agents or contractors, Tenant, at its expense, shall replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein.

 

15.02     Landlord, at its expense, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Demised Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Demised Premises, except for those repairs for which Tenant is responsible pursuant to any other provisions of this lease.

 

15.03     Except as expressly otherwise provided in this lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this lease, or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Demised Premises, provided that Landlord shall use due diligence with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant and otherwise in such manner as will not materially interfere with Tenant’s use of the Demised Premises.

 

ARTICLE 16

Electricity

 

16.01     Subject to the terms of Section 16.03, Landlord shall furnish electrical service to the Demised Premises during business hours (i.e., 8:00 A.M. to 6:00 P.M. on Mondays through Fridays, except such days as are observed by the State or Federal government as legal holidays and those days designated as

 

19
 

  

holidays by the applicable Building service union employees contract) for lighting the same and for the operation of normal office equipment (such as typewriters, computers, calculators and copy machines) therein. Except as provided to the contrary in Sections 16.04, 16.06, 16.07, 16.08 and 16.09 of this Article, such electrical service shall be furnished without specific measurement, on any meter or otherwise, and without additional specific charge to Tenant, the charge for the furnishing of such electrical service being included in the fixed rent reserved under this lease, subject to adjustment as provided in Section 16.04 of this Article. Notwithstanding the foregoing, however, Tenant agrees that Landlord shall not in any way be liable or responsible to Tenant for any loss, damage, or expense that Tenant may sustain or incur if either the quantity or character of electrical service is changed, is no longer available, or is unsuitable for Tenant’s requirements. At Landlord’s option, Tenant shall purchase from Landlord or its agent all lamps, starters, ballasts, or bulbs used in the Demised Premises.

 

16.02     Tenant covenants and agrees that, at all times, its use of electric current shall never exceed the capacity of the feeders to the Building or the risers or wiring installation thereof. In connection therewith, Tenant expressly agrees that all installations, alterations and additions of and to the electrical fixtures, appliances, or equipment within the Demised Premises shall be subject to Landlord’s prior written approval, and, if such approval shall be given, rigid conduit only shall be permitted. If, in connection with any request for such approval, Landlord shall, in its sole judgment, determine that the risers of the Building servicing the Demised Premises shall be insufficient to supply Tenant’s electrical requirements with respect thereto, Landlord shall, at the sole cost and expense of Tenant, install any additional feeder(s) that Landlord shall deem necessary with respect thereto, provided, however, that, if Landlord shall determine, in its sole judgment, that the same will cause permanent damage or injury to the Building or to the Demised Premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs, or expense, or interfere with, or disturb, the other Tenants or occupants of the Building, then Landlord shall not be obligated to make such installation, and Tenant shall not make the installation, alteration, or addition with respect to which Tenant requested Landlord’s consent. In addition to the installation of such riser or risers, Landlord will also, at the sole cost and expense of Tenant, install all other equipment necessary and proper in connection therewith, subject to the aforesaid terms and conditions. All of the aforesaid costs and expenses are chargeable and collectible as additional rent, and shall be paid by Tenant to Landlord within five (5) days after rendition of any bill or statements to Tenant therefor.

 

16.03     Provided that it is physically possible for Tenant to receive electric current in the Demised Premises directly from the public utility company serving the area in which the Building is located, Landlord may discontinue the aforesaid service upon thirty (30) days’ notice to Tenant without being liable to Tenant therefor and without in any way affecting this lease or the liability of Tenant hereunder, and the same shall not be deemed to be a lessening or diminution of services within the meaning of any law, rule, or regulation now or hereafter enacted, promulgated, or issued. In the event that Landlord gives such notice of discontinuance, Landlord shall permit Tenant to receive such service directly from such public utility company and shall permit Landlord’s wires and conduits, to the extent available, suitable and safely capable, to be used for such purpose. Any additional wires, conduits, or other equipment necessary and proper in connection therewith shall be installed by Landlord in accordance with the terms of, and subject to the conditions contained in, Section 16.02 of this Article. In the event that Landlord exercises its rights under this Section 16.03, then: (i) Tenant shall contract for such electrical service directly with the said public utility for all of Tenant’s electric current requirements and (ii) as of the date upon which Landlord discontinues furnishing electric current to Tenant, (a) the annual fixed rent reserved under this lease shall be reduced by $1,380.00 (as such amount may have been previously increased in accordance with the provisions of Sections 16.04 and 16.05 of this Article) and (b) any Increased Usage Charge (as such term is defined in Section 16.06 of this Article) shall be discontinued. The amount set forth in sub-subdivision (a) of subdivision (ii) above is hereinafter called the Initial Electricity Factor, and the said amount, as the same may, from time to time hereafter, be increased pursuant to the terms of Sections 16.04 and 16.05 of this Article, is hereinafter called the Electricity Factor.

 

16.04     After the Commencement Date, Landlord’s Consultant (as such term is defined in Section 16.06 of this Article) shall have the right to make a survey (hereinafter called the Initial Survey) of the Demised Premises, indicating the lighting load, office equipment and electrical usage of Tenant as of the date of the Initial Survey. Based upon the Initial Survey, Landlord’s Consultant shall compute the value to Tenant of the estimated electrical service to be furnished to Tenant for the succeeding twelve (12) month period (hereinafter called the Initial Electrical Value), which computation shall be made utilizing the higher of (i) the service classification under which Landlord is billed by the utility company for such electrical service or (ii) the service classification under which Tenant would be billed by the utility company if Tenant purchased such electrical service directly from such utility company. Landlord’s Consultant shall notify Landlord and Tenant of his computation of the Initial Electrical Value (which shall be binding upon both parties). In the event that the Initial Electrical Value shall be greater than the Initial Electricity Factor, then the fixed rent herein reserved and the Electricity Factor shall each be adjusted, retroactive to the Commencement Date, by adding thereto an amount equal the amount by which the Initial Electrical Value exceeds the Initial Electrical Factor.

 

20
 

  

16.05     If the public utility rate schedule for the supply of electric current to the Building shall be increased, if any surcharge (including, without limitation, a surcharge of the nature of a fuel or other adjustment) with respect thereto shall be imposed or increased and/or if the service classification for the Building shall be changed so as to result in an increase in Landlord’s cost of purchasing electricity for the Building during the term of this lease, the fixed rent herein reserved and Electricity Factor shall each be adjusted to reflect the resulting increase by adding thereto an amount equal to the product of (i) the then current Electricity Factor, multiplied by (ii) the percentage of increase of Landlord’s cost of purchasing electricity for the Building. Any such percentage increase in Landlord’s cost of purchasing electricity for the Building shall be computed by the application of the average consumption (energy and demand) of electricity for the entire Building for the twelve (12) full months immediately prior to the rate increase and/or service classification change to the new rate and/or service classification. When the amount of the increase in the fixed rent and the Electricity Factor is determined, the parties shall execute an agreement supplementary hereto to reflect such increase, which shall be effective from the effective date of such increase in the public utility rate schedule and/or such change in the service classification for the Building; but such increase in the fixed rent and in the Electricity Factor shall be effective from such date whether or not such a supplementary agreement is executed. In addition, if any tax is imposed upon Landlord by any Municipal, State, or Federal Agency with respect to the purchase, sale, or resale of electrical energy supplied to Tenant hereunder, Tenant covenants and agrees that, where permitted by law, Tenant’s pro-rata share of such taxes shall be passed on to, included in the bill of and paid by Tenant to Landlord.

 

16.06     Tenant shall not, without prior written notice to Landlord in each instance, connect any fixtures, appliances, or equipment (in addition to those installed at the Commencement Date and shown on the Initial Survey) to the Building electric distribution system, or make any alteration or addition to the electric system of the Demised Premises, that shall result in Increased Usage (as such term is hereinafter defined). In the event that Tenant installs equipment, increases the lighting load beyond the amount thereof on the Commencement Date, or operates during longer than business hours (the foregoing are herein collectively called the “Increased Usage”), Tenant shall pay to Landlord, as additional rent hereunder payable on a monthly basis together with the fixed rent herein reserved, an amount to be computed as hereafter provided and subject to adjustment as set forth in Section 16.07 of this Article. If Landlord is of the opinion that Increased Usage exists, Landlord shall engage an independent electrical engineer or electrical consulting firm (hereinafter called “Landlord’s Consultant”) who shall make a survey (hereinafter called the “Subsequent Survey”) of the Demised Premises, indicating the lighting load, office equipment and electrical usage of Tenant as of the date of the Subsequent Survey, and shall compute the monthly amount (hereinafter called the “Increased Usage Charge”) to be paid by Tenant for the furnishing of Increased Usage as a service by Landlord in excess of the usage shown on the Initial Survey. Electrical service to be furnished to Tenant for the succeeding twelve (12) month period, and such computation shall be made utilizing the higher of (i) the service classification under which Landlord is billed by the utility company for such electrical service or (ii) the service classification under which Tenant would be billed by the utility company if Tenant purchased such electrical service directly from such utility company. Landlord’s Consultant shall notify Landlord and Tenant of his computation of the Increased Usage Charge (which shall be binding upon both parties). The fees of Landlord’s Consultant shall be borne by Landlord and Tenant equally.

 

16.07     After the same shall be determined pursuant to the terms of Section 16.06 of this Article, the Increased Usage Charge shall continue to be paid on a monthly basis until Landlord’s Consultant determines in a Subsequent Survey that there has been a further increase or a decrease in the Increased Usage. The amount of the Increased Usage Charge may be appropriately increased or decreased at any time and from time to time throughout the term of this lease to reflect a change in the rates charged by the utility company servicing the Building (including, without limitation, a change in any taxes assessed, levied, or imposed with respect to such electrical service) in accordance with the provisions of Section 16.05 of this Article.

 

16.08     For purposes of this Article:

 

(a)          “Usage” shall mean actual usage of electricity as measured by the aforesaid metering system for each calendar month or such other period as Landlord shall determine during the term of this lease and shall include the quantity and peak demand (kilowatt hours and kilowatts) and all applicable taxes, surcharges, demand charges, energy charges, fuel adjustment charges, time of day charges and other adjustments made from time to time by the public utility company supplying electric current to the Building or any governmental authority having jurisdiction;

 

(b)          “Landlord’s Rate” shall mean the service classification (including all applicable taxes, surcharges, demand charges, energy charges, fuel adjustment charges, time of day charges and other sums payable in respect thereof) pursuant to which Landlord purchases electric current for the Building from the public utility company supplying electric current to the Building;

 

(c)          “Basic Cost” shall mean the product of (a) Usage multiplied by (b) Landlord’s Rate; and

 

21
 

  

(d)          “Tenant’s Cost” shall mean an amount equal to the sum of (a) the Basic Cost plus (b) ten (10%) percent of the Basic Cost for Landlord’s overhead and expenses in connection with submetering.

 

16.09     Landlord shall have the option (hereinafter called “Submetering Option”), which shall be exercisable in its sole discretion and upon thirty (30) days’ notice to Tenant given at any time during the term of this lease, to discontinue charging for electric current on a rent inclusion basis and, instead, to charge for electric current as hereinafter provided as additional rent. If Landlord exercises the Submetering Option, then (i) Landlord shall, at its sole cost and expense, install a meter or meters for the purpose of measuring the electric current consumed in the Demised Premises and (ii) as of the date (hereinafter called the “Conversion Date”) upon which Landlord discontinues charging Tenant for electric current on a rent inclusion basis, (a) the fixed rent reserved under this lease shall be reduced by the then current Electricity Factor and (b) any Increased Usage Charge shall be discontinued. With respect to the Demised Premises and/or any portion(s) thereof that are not contiguous with the balance of the same, if the same shall constitute less than a full floor of the Building, Landlord may, at its option, either (x) install a meter to measure the amount of Usage with respect solely to the Demised Premises and/or to such portion(s) or (y) measure the amount of Usage with respect thereto through common meter(s). After the Conversion Date, Landlord shall, from time to time, furnish Tenant with a statement indicating the appropriate period during which the Usage was measured and the amount of Tenant’s Cost payable by Tenant to Landlord for furnishing electrical current. Within five (5) days after receipt of each such statement, Tenant shall pay the amount of Tenant’s Cost set forth thereon to Landlord as additional rent. In addition, if any tax is imposed upon Landlord by any municipal, state or federal agency or subdivision with respect to the purchase, sale or resale of electrical energy supplied to Tenant hereunder, Tenant covenants and agrees that, where permitted by law, Tenant’s Proportionate Share of such taxes shall be passed on to, included in the bill to and paid by, Tenant to Landlord, as additional rent.

 

16.10     (i)           With respect to any meter system which shall measure more than one (1) tenant’s electrical consumption (hereinafter referred to as a “Multi-Tenant Meter”), Tenant shall pay its pro-rata share (which, together with any re-computations thereof based upon a “Re-computation Notice” as provided in this subdivision (i) or a “Survey” as provided in subdivision (ii), is hereinafter referred to as “Tenant’s Pro-Rata Share”) of the Usage measured by such Multi-Tenant Meter. Tenant’s Pro-Rata Share shall be expressed as a percentage and shall be computed on the basis of a fraction, the numerator of which shall be the Multiplication Factor and the denominator of which shall be the total square foot area of the space occupied by Tenants whose electrical consumption is measured by such Multi-Tenant Meter (hereinafter referred to as the “Shared Meter Space”). Landlord, using the formula set forth above, shall compute Tenant’s Pro-Rata Share as of the Conversion Date. Landlord shall recompute Tenant’s Pro-Rata Share after a change in occupancy in the Shared Meter Space occurs, and shall send Tenant notice thereof (such notice and the notice of a new Tenant’s Pro-Rata Share based upon a new Survey as provided in subdivision (ii) of this Section 16.10 are hereinafter referred to as a “Re-computation Notice”), such re-computation to be retroactive to the date of such change in occupancy. Tenant’s Pro-Rata Share shall be payable by Tenant as additional rent within ten (10) days after the rendition by Landlord of bills therefor; and

 

(ii)          In the event that at any time Tenant or any other Tenant of the Shared Meter Space (hereinafter referred to as the “Disputing Tenant”) shall dispute the accuracy of its pro-rata share as so computed by Landlord, the Disputing Tenant shall have the right, at the Disputing Tenant’s sole cost and expense, to make a survey (hereinafter referred to as the “Survey”) of electrical usage in the space leased to all Tenants of the Shared Meter Space using an independent electrical engineer (hereinafter referred to as the “Surveyor”) acceptable to all Tenants of the Shared Meter Space. The Surveyor shall compute the pro-rata share of each of the Tenants of the Shared Meter Space, provided, however, that the aggregate pro-rata shares of all Tenants of the Shared Meter Space as so computed shall in no event be less than 100%. The Survey shall be conclusive and binding upon all Tenants of the Shared Meter Space. Until completion of the first Survey made pursuant to this subdivision (ii) and receipt thereof by Tenant, Tenant shall continue to pay Tenant’s Pro-Rata Share as determined by Landlord, and Landlord shall not be required to retroactively adjust any amount paid by Tenant prior to the date of the completion of the first Survey. After completion of a Survey and receipt thereof by Tenant, all Tenants of the Shared Meter Space shall, effective as of the date of the Survey, and continuing thereafter until completion of a new Survey and receipt thereof by Tenant (or the receipt by Tenant of a Re-computation Notice as provided in subdivision (i) above), pay their pro-rata share based on the Survey retroactively adjusted to the date of the Survey. Tenant shall cooperate with any Disputing Tenant and the Surveyor in the making of the Survey. In the event the Tenants of the Shared Metered Space are unable to agree upon a Surveyor, upon request of any Disputing Tenant, Landlord shall designate a Surveyor to make the Survey. In no event shall Landlord have any liability or responsibility with respect to the accuracy of any Survey or the fees of the Surveyor.

 

16.11     Tenant’s electrical usage of the Premises electrical energy in the Demised Premises will not exceed (i) 4.0 watts per rentable square foot of space for lighting and (ii) 2.0 watts per rentable square foot of space for other electrical consumption from the outlets.

 

22
 

  

ARTICLE 17

Heat, Ventilation And Air-Conditioning

 

17.01     Landlord, at its expense, shall maintain and operate the heating, ventilating and air-conditioning systems (hereafter referred to as the “systems”) and, subject to energy conservation requirements of governmental authorities, shall furnish heat, ventilating and air-conditioning (hereinafter collectively referred to as the “air-conditioning service”) in the Demised Premises through the systems, which shall be in compliance with the performance specifications of the systems installed by Landlord in the Building. Air-conditioning shall be provided from May 15 through October 15 during “regular hours” (that is between the hours of 8:00 A.M. and 6:00 P.M.) of “business days” (which term is used herein to mean all days except Saturdays, Sundays and days now or hereafter observed by the Federal or New Jersey State government as legal holidays and those now or hereafter designated by the applicable Building service union employees service contract or by the applicable Operating Engineers contract (collectively “holidays”) and on Saturdays, excluding holidays, from 9:00 A.M. to 1:00 P.M. throughout the year. Heating and ventilation shall be provided during other periods of the year as may be required for comfortable occupancy of the Demised Premises during regular hours of business days. If Tenant shall require heating, ventilating or air-conditioning service at any other time (hereinafter referred to as “after hours”), Landlord shall furnish such after hours service upon reasonable advance notice from Tenant, and Tenant shall pay on demand Landlord’s cost, (including but not limited to all costs of labor, including overtime labor, to operate the systems), plus twenty (20%) percent. In the event the after hours service is shared by other tenants, the cost thereof shall be prorated among all such tenants. Notwithstanding anything in the foregoing to the contrary, after hours air-conditioning service may only be requested from May 15 through October 15.

 

17.02     (a)           Use of the Demised Premises, or any part thereof, in a manner exceeding the design conditions (including occupancy and connected electrical load) specified for the systems, rearrangement of partitionings or opening of windows in the Demised Premises while the systems are in operation which interferes with normal operation of the heat, ventilation and air-conditioning in the Demised Premises, may require changes in the systems. Such changes, so occasioned, shall be made by Tenant, at its expense, as Tenant’s Changes pursuant to Article 13.

 

(b)          Tenant’s usage of the existing building systems will only require of meeting the following criteria for air-conditioning:

 

Inside .... 78 degrees D.B.., 55% R.H.
Outside .... 92 degrees D.B., 75 degrees W.B.
 
HVAC design based upon interior loads as follows:
 
Lights and appliances .... = 6 watts/ sq. ft.
Population .... = one person per 100 sq. ft.

 

(c)          If Tenant’s equipment (i.e. computers, etc.) requires air conditioning above and beyond standard usage requirements as set forth above, said additional air conditioning (including cost of operation as stipulated in the lease) shall be paid for by Tenant as an extra cost. Any special exhaust requirements will also be an extra cost to be paid by Tenant. Tenant acknowledges and agrees that if a supplemental HVAC (and at Landlord’s option a submeter to measure usage) is approved by Landlord it shall be installed at Tenant’s sole cost and expense subject to all of the provisions of this Lease including, without limitation, Article 13. Tenant agrees to pay as additional rent all costs and expenses in connection with installation and maintenance of said units, and agrees to pay Tenant’s cost with respect to use and operation of said units.

 

23
 

  

ARTICLE 18

Landlord’s Other Services

 

18.01     Landlord, at its expense, shall provide public elevator service, passenger and freight, by elevators serving the floor on which the Demised Premises are situated during regular hours of business days, and shall have at least one passenger elevator subject to call at all other times.

 

18.02      Landlord, at its expense, shall cause the Demised Premises to be cleaned in accordance with the cleaning specifications annexed hereto as Exhibit F. Tenant shall pay to Landlord on demand the costs incurred by Landlord for (a) extra cleaning work in the Demised Premises required because of (i) misuse or neglect on the part of Tenant or its employees or visitors, (ii) use of portions of the Demised Premises for preparation, serving or consumption of food or beverages, data processing or reproducing operations; private lavatories or toilets or other special purposes requiring greater or more difficult cleaning work than office areas, (iii) unusual quantity of interior glass surfaces, (iv) non-Building standard materials or finishes installed by Tenant or at its request, and (b) removal from the Demised Premises and the Building of so much of any refuse and rubbish of Tenant as shall exceed that ordinarily accumulated daily in the routine of business office occupancy. To the extent required by laws and/or requirements of public authorities, Tenant shall separate its refuse and rubbish in such manner to enable Landlord, its cleaning contractor and its employees to comply with any law and/or requirement of public authority mandating the recycling of refuse and rubbish from the Building. Landlord, its cleaning contractor and their employees shall have after hours access to the Demised Premises and the free use of light, power, and water in the Demised Premises as reasonably required for the purpose of cleaning the Demised Premises in accordance with Landlord obligations hereunder.

 

18.03     Landlord, at its expense, shall furnish adequate hot and cold water to the floor on which the Demised Premises are located for drinking, lavatory and cleaning purposes. If Tenant uses water for any other purpose Landlord, at Tenant’s expense, shall install meters to measure Tenant’s consumption of cold water and/or hot water for such other purposes and/or steam, as the case may be.  Tenant shall pay for the quantities of cold water and hot water shown on such meters, at Landlord’s cost thereof, on the rendition of Landlord’s bills therefor.

 

18.04     Landlord, at its expense, and on Tenant’s request, shall maintain the original listings on the Building directory of the names of Tenant, and the names of any of their officers and employees, provided that the names so listed shall not take up more than one (1) line on the Building directory. In the event Tenant shall require additional or substitute listings on the Building directory, Landlord shall, to the extent space for such additional or substitute listing is available, maintain such listings and Tenant shall pay to Landlord an amount equal to Landlord’s reasonable charge for such listings.

 

18.05     Landlord reserves the right, without any liability to Tenant, except as otherwise expressly provided in this lease, to stop service of any of the heating, ventilating, air conditioning, electric, sanitary, elevator or other Building systems serving the Demised Premises, or the rendition of any of the other services required of Landlord under this lease, whenever and for so long as may be necessary, by reason of accidents, emergencies, strikes or the making of repairs or changes which Landlord is required by this lease or by law to make or in good faith deems necessary, by reason of difficulty in securing proper supplies of fuel, steam, water, electricity, labor or supplies, or by reason of any other cause beyond Landlord’s reasonable control.

 

18.06     Tenant shall have the right to use parking spot numbers 600, 601 and 602 located on p-4 parking deck as assigned by Landlord. Parking spaces are only permitted to be used during business hours and for parking by Tenant, its employees and guests on a daily basis.  Overnight parking is not permitted without Landlord’s approval. Landlord reserves the right to assign different spaces to Tenant or to designate different parking areas for Tenant’s use without any liability to Tenant and Tenant agrees that any change in assignment of spaces or reassignment of parking areas shall not give rise to any claims or offset against Landlord hereunder.

 

18.07     (a)         Tenant shall require its personnel to park their vehicles only in the parking spaces designated by Landlord.  Tenant, its personnel and visitors shall not at any time park any trucks or delivery vehicles in any of the parking areas.

 

(b)         All parking spaces, roadways and driveways used by Tenant, its personnel and visitors will be at their own risk, and Landlord shall not be liable for any injury to person or property, or for loss or damage to any vehicle or its contents, resulting from theft, collision, vandalism or any other cause whatsoever. Landlord shall have no obligation whatsoever to provide a guard or any other personnel or device to patrol, monitor, guard or secure any parking areas. If Landlord does so provide, it shall be solely for Landlord’s convenience and Landlord shall in no way whatsoever be liable for any acts or omissions of personnel or device in failing to prevent any such theft, vandalism, or loss or damage by other cause.

 

24
 

 

(c)          No storage or overnight parking of vehicles shall be permitted unless previously approved by Landlord in writing, and except in those areas, if any, designated by Landlord.

 

(d)          Landlord reserves the right from time to time to: (i) change the area, location and arrangement of parking areas, and parking spaces; (ii) restrict parking by tenants, their officers, agents, employees, customers and invitees to designated areas; (iii) discontinue, restrict or temporarily suspend use of all, or any portion of, the parking areas for such period of time as may be necessary in Landlord’s sole discretion, to perform maintenance or repairs; (iv) limit the parking of vans, limousines and other large vehicles to specified areas; (v) exclude any and all vehicles other than as permitted in Section 18.07(c); and (vi) institute control mechanisms and systems in order to regulate the use of the common parking area.

 

18.08     Tenant agrees that Landlord shall not be liable or responsible in any way to Tenant for any loss, damage, expense or loss or reduction of services that Tenant may sustain or incur as caused by or arising out of, either directly or indirectly, any acts or omissions of a third party provider, including a provider supplying any services to Tenant or the Demised Premises, including but not limited to local and long distance telephone services, high speed internet services, DSL, data, audio, visual, imaging, video streaming, electronic transfer or facsimile. Tenant acknowledges and agrees that Tenant shall not seek to recover damages or commence an action against Landlord for any problems in connection with the services to be provided by any such provider.

 

ARTICLE 19

Access, Changes in Building Facilities, Name

 

19.01      All except the inside surfaces of all walls, windows and doors bounding the Demised Premises (including exterior Building walls, core corridor walls and doors and any core corridor entrance) and any space in or adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Demised Premises for the purpose of operation, maintenance, decoration and repair, are reserved to Landlord.

 

19.02     Tenant shall permit Landlord to install, use, replace and maintain pipes, ducts and conduits within the demising walls, bearing columns and ceilings of the Demised Premises.

 

19.03     Landlord or Landlord’s agent shall have the right, upon request (except in emergency under clause (ii) hereof) to enter and/or pass through the Demised Premises or any part thereof, at reasonable times during reasonable hours, (i) to examine the Demised Premises and to show them to the fee owners, lessors or superior leases, holders of superior mortgages, or prospective purchasers, mortgages or lessees of the Building as an entirety, and (ii) for the purpose of making such repairs or changes in or to the Demised Premises or in or its facilities, as may be provided for by this lease or as may be mutually agreed upon by the parties or as Landlord may be required to make by law or in order to repair and maintain said structure or its fixtures or facilities. Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required for such repairs, changes, repainting or maintenance, without liability to Tenant, but Landlord shall not unreasonably interfere with Tenant’s use of Demised Premises. Landlord shall also have the right to enter on and/or pass through the Demised Premises, or any part thereof, at such times as such entry shall be required by circumstances of emergency affecting the Demised Premises or said structure.

 

19.04     During the period of eighteen (18) months prior to the Expiration Date, Landlord may exhibit the Demised Premises to prospective Tenants.

 

19.05     Landlord reserves the right, at any time, without incurring any liability to Tenant therefor, to make such changes in or to the Building and the fixtures and equipment thereof, as well as in or to the garage and street entrances, public spaces, parking spaces, plazas, common areas, halls, passages, elevators, escalators and stairways thereof, as it may deem necessary or desirable.

 

19.06     Landlord may adopt any name for the Building. Landlord reserves the right to change the name or address of the Building at any time.

 

19.07     For the purposes of Article 19, the term “Landlord” shall include lessors of leases and the holders of mortgages to which this lease is subject and subordinate as provided in Article 7.

 

19.08     If during the last month of the lease term, Tenant shall have removed all or substantially all of Tenant’s property therefrom, Landlord may upon three (3) days notice immediately enter, alter, renovate or redecorate the Demised Premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation and such act shall have no effect on this Lease or Tenant’s obligations hereunder.

 

25
 

 

ARTICLE 20

Notice Of Accidents

 

20.01     Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises for which Landlord might be liable, (ii) all fires in the Demised Premises, (iii) all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof, for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air-conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.

 

ARTICLE 21

Non-Liability And Indemnification

 

21.01     Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence of Landlord, its agents or employees occurring within the scope of their respective employments without negligence on the part of Tenant, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

 

21.02     Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims (i) arising from (x) the conduct or management of the Demised Premises or of any business therein, or (y) any work or thing whatsoever done, or any condition created (other than by Landlord for Landlord’s or Tenant’s account) in or about the Demised Premises during the term of this lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Demised Premises, or (ii) arising from any negligent or otherwise wrongful act or omission of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall resist and defend such action or proceeding.

 

21.03     Except as otherwise expressly provided in this lease, this lease and the obligations of Tenant hereunder shall be in no ways affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control.

 

21.04     Landlord shall defend and indemnify Tenant and its agents against and from any and all claims excluding claims for consequential damages to the extent arising from Landlord’s failure to comply with its obligations as Landlord pursuant to the requirements of this Lease or from any negligent act or omission of Landlord or any person acting for or on behalf of Landlord all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. In case any action or proceeding be brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall resist and defend such action or proceeding.

 

ARTICLE 22

Destruction Or Damage

 

22.01     If the Building or the Demised Premises shall be partially or totally damaged or destroyed by fire or other cause, then, whether or not the damage or destruction shall have resulted from the fault or neglect of Tenant, or its employees, agents or visitors (and if this lease shall not have been terminated as in this Article hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises, at its expense, with reasonable dispatch after notice to it of the damage or destruction; provided, however, that Landlord shall not be required to repair or replace any of Tenant’s Property nor to restore any Tenant’s Work.

 

22.02     If the Building or the Demised Premises shall be partially damaged or partially destroyed by fire or other cause, the rents payable hereunder shall be abated (except if same was a result of the action or inaction of Tenant, its employees or invitees, and except to the extent of Tenant’s insurance coverage which is required by the terms of this lease) to the extent that the Demised Premises shall have been rendered untenantable and for the period from the date of such damage or destruction to the date the damage shall be repaired or restored. If the Demised Premises or a major part thereof shall be totally (which shall be deemed to include substantially totally) damaged or destroyed or rendered completely (which shall be deemed to include substantially completely) untenantable on account of fire or other cause, the rents shall abate as of the date of the damage or destruction and until Landlord shall repair, restore and rebuild the Building and the

 

26
 

 

Demised Premises, provided, however, that should Tenant reoccupy a portion of the Demised Premises during the period the restoration work is taking place and prior to the date the same are made completely Tenantable, rents allocable to such portion shall be payable by Tenant from the date or such occupancy.

 

22.03     If the Building or the Demised Premises shall be totally damaged or destroyed by fire or other cause, or if the Building shall be so damaged or destroyed by fire or other cause (whether or not the Demised Premises are damaged or destroyed) as to require a reasonably estimated expenditure of more than 20% of the full insurable value of the Building immediately prior to the casualty, then in either such case Landlord may terminate this lease by giving Tenant notice to such effect within one hundred eighty (180) days after the date of the casualty. In case of any damage or destruction mentioned in this Article Tenant may terminate this lease, by notice to Landlord, if Landlord has not completed the making of the required repairs and restored and rebuilt the Building and the Demised Premises within twelve (12) months from the date of such damage or destruction, or within such period after such date (not exceeding six months) as shall equal the aggregate period Landlord may have been delayed in doing so by adjustment of insurance, labor trouble, governmental controls, act of God, or any other cause beyond Landlord’s reasonable control.

 

22.04     No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article. Landlord shall use its best efforts to effect such repair or restoration promptly and in such manner as to not unreasonably interfere with Tenant’s use and occupancy.

 

22.05     Notwithstanding any of the foregoing provisions of this Article, if Landlord or the lessor of any superior lease or the holder of any superior mortgage shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by fire or other cause, by reason of some action or inaction on the part of Tenant or any of its employees, agents or contractors, then, without prejudice to any other remedies with may be available against Tenant, there shall be no abatement of Tenant’s rents, but the total amount of such rents not abated (which would otherwise have been abated) shall not exceed the amount of the uncollected insurance proceeds.

 

22.06     Landlord will not carry insurance of any kind on Tenant’s Property or Tenant’s Work, and, except as provided by law or by reason of its fault or its breach of any of its obligations hereunder, shall not be obligated to repair any damage thereto or replace the same.

 

22.07     The provisions of this Article shall be considered an express agreement governing any case of damage or destruction of the Demised Premises by fire or other casualty, and any provision, law or statute of the State of New Jersey, providing for such a contingency in the absence of an express agreement, now or hereafter in force, shall have no application in such case.

 

ARTICLE 23

Eminent Domain

 

23.01     If the whole of the Building shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall forthwith terminate as of the date of vesting of title in such taking (which date is hereinafter also referred to as the “date of the taking”), and the rents shall be prorated and adjusted as of such date.

 

23.02     If only a part of the Building shall be so taken, this lease shall be unaffected by such taking, except that Tenant may elect to terminate this lease in the event of a partial taking, if the remaining area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. Tenant shall give notice of such election to Landlord not later than thirty (30) days after (i) notice of such taking is given by Landlord to Tenant or (ii) the date of such taking, whichever occurs sooner. Upon the giving of such notice by Tenant this lease shall terminate on the date of such taking and the rents shall be prorated as of such termination date. Upon such partial taking and this lease continuing in force as to any part of the Demised Premises, the rents apportioned to the part taken shall be prorated and adjusted as of the date of taking and from such date the fixed rent for the Demised Premises and additional rent shall be payable pursuant to Article 5 according to the rentable area remaining.

 

23.03     Landlord shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Article without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award, except as hereinafter expressly provided in this Article. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award. Notwithstanding anything herein to the contrary, Tenant may, at its sole cost and expense, make a claim with the condemning authority for Tenant’s moving expenses, the value of Tenant’s fixtures or Tenant’s Changes which do not become part of the Building or property of the Landlord, provided however that Landlord’s award is not thereby reduced or otherwise adversely affected.

 

27
 

 

23.04     If the temporary use or occupancy of all or any part of the Demised Premises shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose during the term of this lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award for such taking which represents compensation for the use and occupancy of the Demised Premises and, if so awarded, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Demised Premises. This lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the fixed rent and additional rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use or occupancy of the Demised Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period prior to the Expiration Date and Landlord shall receive so much thereof as represents the period subsequent to the Expiration Date. All moneys received by Tenant as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the rents hereunder have been paid by Tenant shall be received, held and applied by Tenant as a trust fund for payment of the rents falling due hereunder.

 

23.05     In the event of any taking of less than the whole of the Building which does not result in a termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Demised Premises which does not extend beyond the Expiration Date, Landlord, at its expense, and to the extent any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Building and the Demised Premises to substantially a Building standard condition to the extent that the same may be feasible and so as to constitute a complete and tenantable Building and Demised Premises.

 

23.06     Should any part of the Demised Premises be taken to effect compliance with any law or requirement of public authority other than in the manner hereinabove provided in this Article, then (i) if such compliance is the obligation of Tenant under this lease, Tenant shall not be entitled to any diminution or abatement of rent or other compensation from Landlord therefor, but (ii) if such compliance is the obligation of Landlord under this lease, the fixed rent hereunder shall be reduced and additional rents under Article 5 shall be adjusted in the same manner as is provided in Section 23.02 according to the reduction in rentable area of the Demised Premises resulting from such taking.

 

23.07     Any dispute which may arise between the parties with respect to the meaning or application of any of the provisions of this Article shall be determined by arbitration in the manner provided in Article 34.

 

ARTICLE 24
Surrender

 

24.01     On the last day of the term of this lease, or upon any earlier termination of this lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall quit and surrender the Demised Premises to Landlord in good order, condition, and repair, except for ordinary wear and tear and Tenant shall remove all of Tenant’s Property therefrom except as otherwise expressly provided in this lease and shall restore the Demised Premises wherever such removal results in damage thereto.

 

ARTICLE 25
Conditions Of Limitation

 

25.01     To the extent permitted by applicable law this lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment of the property of Tenant for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed against Tenant under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then, Landlord, (a) at any time after receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence of Tenant, at any time after the event continues for one hundred twenty (120) days, Landlord may give Tenant a notice of intention to end the term of this lease at the expiration of five (5) days from the date of service of such notice of intention, and upon the expiration of said five (5) day period this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 27.

 

25.02     This lease and the term and estate hereby granted are subject to the further limitation that:

 

28
 

 

(a)           whenever Tenant shall default in the payment of any installment of fixed rent, or in the payment of any additional rent or any other charge payable by Tenant to Landlord, on any day upon which the same ought to be paid, and such default shall continue for three (3) business days after Landlord shall have given Tenant a notice specifying such default; or

 

(b)           whenever Tenant shall do or permit anything to be done, whether by action or inaction, contrary to any of Tenant’s obligations hereunder, and if such situation shall continue and shall not be remedied by Tenant within (30) days after Landlord shall have given to Tenant a notice specifying the same, or, in the case of a happening or default which cannot with due diligence be cured within a period of thirty (30) days and the continuance of which for the period required for cure will not subject Landlord to the risk of criminal liability (as more particularly described in Section 10.02) or termination of any superior lease or foreclosure of any superior mortgage, if Tenant shall not, (i) within said thirty (30) day period advise Landlord of Tenant’s intention to duly institute all steps necessary to remedy such situation, (ii) duly institute within said thirty (30) day period, and thereafter diligently prosecute to completion all steps necessary to remedy the same and (iii) complete such remedy within such time after the date of the giving of said notice of Landlord as shall reasonably be necessary; or

 

(c)           whenever any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 9; or

 

(d)           whenever Tenant shall abandon the Demised Premises (unless as a result of a casualty), or

 

(e)           when Tenant shall be in default in the observance or performance of its obligations under any other lease in the Building;

 

(f)            in any of said cases set forth in the foregoing Subsections (a), (b), (c), (d) and (e), Landlord may give to Tenant a notice of intention to end the term of this lease at the expiration of five (5) days from the date of the service of such notice of intention, and upon the expiration of said five (5) days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 27.

 

ARTICLE 26

Re-Entry By Landlord

 

26.01     If Tenant shall default in the payment of any installment of fixed rent, or of any additional rent, on any date upon which the same ought to be paid, and if such default shall continue for three (3) business days after Landlord shall have given to Tenant a notice specifying such default, or if this lease shall expire as in Article 25 provided, Landlord or Landlord’s agents and employees may immediately or at any time thereafter re-enter the Demised Premises, or any part thereof, in the name of the whole, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Demised Premises again as and of its first estate and interest therein. The word re-enter, as herein used, is not restricted to its technical legal meaning. In the event of any termination of this lease under the provisions of Article 25 or if Landlord shall re-enter the Demised Premises under the provisions of this Article or in the event of the termination of this lease, or of re-entry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord the fixed rent and additional rent payable by Tenant to Landlord up to the time of such termination of this lease or of such recovery of possession of the Demised Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 27.

 

26.02     In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

 

26.03     If this lease shall terminate under the provisions of Article 25, or if Landlord shall re-enter the Demised Premises under the provisions of this Article, or in the event of the termination of this lease, or of re-entry by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, Landlord shall be entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such moneys shall be credited by Landlord against any fixed rent or additional rent due from Tenant at the time of such termination or re-entry or, at Landlord’s option, against any damages payable by Tenant under Article 27 or pursuant to law.

 

29
 

 

ARTICLE 27

Damages

 

27.01     If this lease is terminated under the provisions of Article 25, or if Landlord shall re-enter the Demised Premises under the provisions of Article 26, or in the event of the termination of this lease, or of re-entry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

 

(a)          a sum which at the time of such termination of this lease or at the time of any such re-entry by Landlord, as the case may be, represents the then value of the excess, if any, of:

 

(i)          the aggregate of the fixed rent and the additional rent payable hereunder which would have been payable by Tenant (conclusively presuming the additional rent to be the same as was payable for the year immediately preceding such termination) for the period commencing with such earlier termination of this lease or the date of any such re-entry, as the case may be, and ending with the Expiration Date, had this lease not so terminated or had Landlord not so re-entered the Demised Premises; over

 

(ii)         the aggregate rental value of the Demised Premises for the same period; or

 

(b)          sums equal to the fixed rent and the additional rent (as above presumed) payable hereunder which would have been payable by Tenant had this lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable upon the due dates therefor specified herein following such termination or such re-entry and until the Expiration Date, provided, however, that if Landlord shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this lease or in re-entering the Demised Premises and in securing possession thereof, as well as the expenses of reletting, including altering and preparing the Demised Premises for new Tenants, brokers’ commissions, and all other expenses properly chargeable against the Demised Premises and the rental therefrom, it being understood that any such reletting may be for a period shorter or longer than the remaining term of this lease; but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit in respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. If the Demised Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis (for equivalent space) shall be made of the rent received from such reletting and of the expenses of reletting.

 

If the Demised Premises or any part thereof be relet by Landlord for the unexpired portion of the term of this lease, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Demised Premises, or part thereof, so relet during the term of the reletting.

 

27.02     Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this lease would have expired if it had not been so terminated under the provisions of Article 25, or under any provision of law, or had Landlord not re-entered the Demised Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as liquidated damages by reason of the termination of this lease or re-entry on the Demised Premises for the default of Tenant under this lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater, equal to, or less than any of the sums referred to in Section 27.01.

 

ARTICLE 28

Waiver

 

28.01     Tenant, for Tenant, and on behalf of any and all persons claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and privilege which they or any of them might have under or by reason of any present or future law, to redeem the Demised Premises or to have a continuance of this lease for the term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as herein provided.

 

30
 

 

28.02     In the event that Tenant is in arrears in payment of fixed rent or additional rent hereunder, Tenant waives Tenant’s right, if any, to designate the items against which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to any items it sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items against which any such payments shall be credited.

 

28.03     Landlord and Tenant hereby waive trial by jury in any action, proceeding or counter claim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Demised Premises, including any claim of injury or damage, or any emergency or other statutory remedy with respect thereto.

 

28.04     The provisions of Articles 17 and 18 shall be considered express agreements governing the services to be furnished by Landlord, and Tenant agrees that any laws and/or requirements of public authorities, now or hereafter in force, shall have no application in connection with any enlargement of Landlord’s obligations with respect to such services unless Tenant agrees, in writing, to pay to Landlord, as additional rent, Landlord’s reasonable charges for any additional services provided.

 

ARTICLE 29

No Other Waivers or Modifications

 

29.01     The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. No executory agreement hereafter made between Landlord and Tenant shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, unless such executory agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge or termination or effectuation of the abandonment is sought.

 

29.02     The following specific provisions of this Section shall not be deemed to limit the generality of any of the foregoing provisions of this Article:

 

(a)           no agreement to accept a surrender of all or any part of the Demised Premises shall be valid unless in writing and signed by Landlord. The delivery of keys to an employee of Landlord or of its agent shall not operate as a termination of this lease or a surrender of the Demised Premises. If Tenant shall at any time request Landlord to sublet the Demised Premises for Tenant’s account, Landlord or its agent is authorized to receive said keys for such purposes without releasing Tenant from any of its obligations under this lease, and Tenant hereby releases Landlord from any liability for loss or damage to any of Tenant’s property in connection with such subletting; and

 

(b)           the receipt by Landlord of rent with knowledge of breach of any obligation of this lease shall not be deemed a waiver of such breach;

 

(c)           no payment by Tenant or receipt by Landlord of a lesser amount than the correct fixed rent or additional rent due hereunder shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this lease or at law provided.

 

ARTICLE 30

Curing Tenant’s Defaults, Additional Rent

 

30.01     (a)            If Tenant shall default in the performance of any of Tenant’s obligations under this lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant, without notice, in a case of emergency, and in any other case, only if such default continues after the expiration of (i) three (3) business days from the date Landlord gives Tenant notice of intention so to do, or (ii) the applicable grace period provided in Section 25.02 or elsewhere in this lease for cure of such default, whichever occurs later;

 

(b)           If Tenant is late in making any payment due to Landlord from Tenant under this lease for five (5) or more days, then interest shall become due and owing to Landlord on such payment from the date when it was due computed at the following rates:

 

(i)          for an individual or partnership Tenant, computed at the maximum legal rate of interest; and

 

31
 

 

(ii)         for a corporate Tenant, computed at the greater of (A) one and 25/100 (1.25%) percent per month or (B) two (2%) percent per annum over the then prime rate of Chase Manhattan Bank, N.A. but in no event in excess of the maximum legal rate of interest chargeable to corporations in the State of New Jersey.

 

30.02     Bills for any expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the fixed rent or additional rent or any part thereof or enforcing or endeavoring to enforce any rights against Tenant, under or in connection with this lease, or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings, as well as bills for any property, material, labor or services provided, furnished, or rendered, by Landlord or at its instance to Tenant, may be sent by Landlord to Tenant monthly, or immediately, at Landlord’s option, and shall be due and payable in accordance with the terms of such bills.

 

ARTICLE 31

Broker

 

31.01     Tenant covenants, warrants and represents that there was no broker or finder except CB Richard Ellis, Inc. instrumental in consummating this lease and that no conversations or negotiations were had with any broker or finder except CB Richard Ellis, Inc. concerning the renting of the Demised Premises Tenant agrees to hold Landlord harmless against any claims for a brokerage, finder or other commission or fee by any broker or finder except CB Richard Ellis, Inc.

 

ARTICLE 32

Notices

 

32.01     Any notice, statement, demand or other communication required or permitted to be given, rendered or made by either party to the other, pursuant to this lease or pursuant to any applicable law or requirement of public authority, shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made, if sent by registered or certified mail, return receipt requested, or hand delivered addressed to the other party at the address hereinabove set forth (except that after the Commencement Date, Tenant’s address, unless Tenant shall give notice to the contrary, shall be the Building), and shall be deemed to have been given, rendered or made on the day so mailed, unless mailed outside the State of New Jersey, in which case it shall be deemed to have been given, rendered or made on the expiration of the normal period of time for delivery of mail from the post-office of origin to the post-office of destination. Either party may, by notice as aforesaid, designate a different address or addresses for notices, statements, demand or other communications intended for it.

 

ARTICLE 33

Estoppel Certificate, Memorandum

 

33.01     Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a statement certifying (a) that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and whether any options granted to Tenant pursuant to the provisions of this lease have been exercised, (b) certifying the dates to which the fixed rent and additional rent have been paid and the amounts thereof, and stating whether or not, to the best knowledge of the signer, the other party is in default in performance of any of its obligations under this lease, and, if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by others with whom the party requesting such certificate may be dealing. Additionally, Tenant’s Statement shall contain such other information as shall be required by the holder or proposed holder of any superior mortgage or the lessor or proposed lessor under any superior lease.

 

33.02     Tenant agrees that it shall not record this lease or a copy hereof. At the request of either party, Landlord and Tenant shall promptly execute, acknowledge and deliver a memorandum with respect to this lease sufficient for recording. Such memorandum shall not in any circumstances be deemed to change or otherwise affect any of the obligations or provisions of this lease.

 

ARTICLE 34

Arbitration

 

34.01     Either party may request arbitration of any matter in dispute wherein arbitration is expressly provided in this lease as the appropriate remedy. The party requesting arbitration shall do so by giving notice to that effect to the other party, and both parties shall promptly thereafter jointly apply to the American Arbitration Association (or any organization successor thereto) in the Borough of Fort Lee, County of Bergen for the appointment of a single arbitrator.

 

32
 

 

34.02     The arbitration shall be conducted in accordance with the then prevailing rules of the American Arbitration Association (or any organization successor thereto) in the Town of Fort Lee, County of Bergen. In rendering such decision and award, the arbitrator shall not add to, subtract from or otherwise modify the provisions of this lease.

 

34.03      If for any reason whatsoever a written decision and award of the arbitrator shall not be rendered within sixty (60) days after the appointment of such arbitrator, then at any time thereafter before such decision and award shall have been rendered either party may apply to the Superior Court of the State of New Jersey or to any other court having jurisdiction and exercising the functions similar to those now exercised by such court, by action, proceeding or otherwise (but not by a new arbitration proceeding) as may be proper to determine the question in dispute consistently with the provisions of this lease.

 

34.04     All the expenses of the arbitration shall be borne by the parties equally.

 

ARTICLE 35

No Other Representations, Construction, Governing Law, Consents

 

35.01     Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. This lease and said other written agreement(s) made concurrently herewith are hereinafter referred to as the “lease documents”. It is understood and agreed that all understandings and agreements heretofore had between the parties are merged in the lease documents, which alone fully and completely express their agreements and that the same are entered into after full investigation, neither party relying upon any statement or representation not embodied in the lease documents, made by the other.

 

35.02     If any of the provisions of this lease, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this lease shall be valid and enforceable to the fullest extent permitted by law.

 

35.03     This lease shall be governed in all respects by the laws of the State of New Jersey.

 

35.04     Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

 

ARTICLE 36

Parties Bound

 

36.01     The obligations of this lease shall bind and benefit the successors and assigns of the parties with the same effect as if mentioned in each instance where a party is named or referred to, except that no violation of the provisions of Article 9 shall operate to vest any rights in any successor or assignee of Tenant and that the provisions of this Article shall not be construed as modifying the conditions of limitation contained in Article 25. However, the obligations of Landlord under this lease shall not be binding upon Landlord herein named with respect to any period subsequent to the transfer of its interest in the Building as owner or lessee thereof and in event of such transfer said obligations shall thereafter be binding upon each transferee of the interest of Landlord herein named as such or lessee of the Building, but only with respect to the period ending with a subsequent transfer within the meaning of this Article.

 

36.02     Tenant shall look only to such Landlord’s estate and property in the Building (or the proceeds thereof) and, where expressly so provided in this lease, to offset against the rents payable under this lease, for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of such Landlord or any partner, member, officer or director thereof, disclosed or undisclosed shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Demised Premises.

 

33
 

 

ARTICLE 37

Certain Definitions and Construction

 

37.01     For the purposes of this lease and all agreements supplemental to this lease, unless the context otherwise requires, the definitions set forth in Exhibit E annexed hereto shall be utilized.

 

37.02     The various terms which are italicized and defined in other Articles of this lease or are defined in Exhibits annexed hereto, shall have the meanings specified in such other Articles and such Exhibits for all purposes of this lease and all agreements supplemental thereto, unless the context shall otherwise require.

 

ARTICLE 38

Adjacent Excavation and Construction—Shoring

 

38.01     If an excavation or other substructure work shall be made upon land adjacent to the Demised Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Demised Premises for the purpose of doing such work as shall be necessary to preserve the wall of or the Building from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of rent.

 

ARTICLE 39

Landlord’s Relocation Option

 

39.01     Landlord shall have the option (hereinafter referred to as “Landlord’s Relocation Option”) to designate Relocated Space (as hereinafter defined) on any floor of the Building then available for leasing as the Demised Premises, subject, however, to the following terms and conditions:

 

(a)           Landlord shall exercise Landlord’s Relocation Option by giving Tenant written notice thereof (hereinafter referred to as the “Relocation Notice”);

 

(b)           The Relocation Notice shall include a floor plan of the space which Tenant shall lease from Landlord in substitution of the Demised Premises (hereinafter referred to as the “Relocated Space”), which shall be the approximate square foot area as the Demised Premises (hereinafter referred to as the “New Area”);

 

(c)           In the event of the exercise by Landlord of Landlord’s Relocation Option, this lease shall be deemed modified as follows, effective as hereinafter set forth:

 

(i)          the floor on which the Relocated Space is located shall be deemed substituted for the floor set forth in Section 1.02;

 

(ii)         the annual fixed rent set forth in Section 1.04 shall be an amount equal to the product of (x) the fixed rent on a dollar per square foot basis at the date the Relocated Space is ready for occupancy as described in section 39.02 (c) (ii) and (y) the New Area;

 

(iii)        the Demised Premises shall be the New Area and Tenant’s Proportionate Tax Share and Tenant’s Operational Proportionate Share shall be calculated by Landlord; and

 

(iv)        the Initial Electricity Factor set forth in Section 16.03 shall be an amount equal to the product of (x) $1.50 and (y) the New Area.

 

39.02     Landlord agrees to use diligent efforts to cause the Relocated Space to be ready for occupancy (as set forth in Article 4) within six (6) months after the date of sending the Relocation Notice. Thereafter, relocation shall be effected upon the following conditions:

 

(a)           If the Relocation Notice is sent prior to the commencement of Tenant’s Work:

 

(i)          the modifications set forth in Section 39.01(c) shall be effective upon the date of the Relocation Notice;

 

(ii)         Tenant, within sixty (60) days after the date of the Relocation Notice, shall cause its architect or space planner to make any revisions to Tenant’s Plans which may be required to enable Tenant’s Plans to be used for the preparation of the Relocated Space and shall, within said sixty (60) day period submit same to Landlord (such required revisions are hereinafter referred to as the “Relocation Revisions”). Any changes in Tenant’s Plans which are not required by reason of Landlord’s exercise of the Relocation Option shall be deemed to be a Revision (as defined in Exhibit C annexed hereto).

 

34
 

  

(iii)        Landlord shall, within ten (10) days after receipt of a written request and invoice from Tenant setting forth the reasonable actual cost incurred by Tenant for the Relocation Revisions, pay to Tenant such cost.

 

(b)            If the Relocation Notice is sent subsequent to the commencement of Tenant’s Work but prior to the Commencement Date:

 

(i)          Tenant shall comply with the provisions of section 39.02(a)(ii) hereof and Landlord shall comply with the provisions of Section 39.02(a)(iii) hereof;

 

(ii)         Landlord and Tenant shall, with respect to the Relocated Space, comply with all of the provisions of the Lease and the Work Letter (Exhibit C) with respect to the preparation of the Relocated Space as if such Relocated Space were the Demised Premises;

 

(iii)        Landlord shall credit Tenant for all amounts in respect of Acceptable Tenant’s Work (as such terms are defined in Exhibit C, Section D) theretofore paid by Tenant with respect to the original Demised Premises against Acceptable Tenant’s Work in respect of the Relocated Space and Tenant shall have no obligation to pay for any additional Acceptable Tenant’s Work with respect to the original Demised Premises otherwise payable by Tenant but not then paid;

 

(iv)        the modifications set forth in Section 39.01(c) shall be effective upon the date of the Relocation Notice.

 

(c)             If the Relocation Notice is sent subsequent to the Commencement Date:

 

(i)          Landlord, at its sole cost and expense, shall prepare the Relocated Space so as to be substantially identical in all material respects with the Demised Premises as same exist on the date of the exercise of the Relocation Option, except where structural and field conditions require a variation from the Demised Premises and except that if certain materials utilized in the Demised Premises are then unavailable, Landlord may substitute materials of equal quality, subject to Tenant’s approval, which approval shall not be unreasonably withheld or delayed. Prior to commencing the preparation of the Relocated Space, Landlord shall prepare, at its expense, plans and specifications for the work and installations to be performed in the Relocated Space in accordance with the preceding sentence and submit same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld or delayed. In the event that Tenant fails to respond to any items submitted by Landlord where Tenant’s approval is required pursuant to subsection (i) within fifteen (15) days after submission to, and receipt thereof, Tenant’s approval as to such items shall be deemed to have been granted;

 

(ii)         when the Relocated Space is ready for occupancy in accordance with the provisions of Article 4 of this lease, Landlord shall, at its sole cost and expense, and upon not less than thirty (30) days prior written notice to Tenant, relocate Tenant into the Relocated Space. This relocation shall be accomplished in such a manner so as to create the least practicable interference with Tenant’s business operation. Tenant agrees to cooperate with Landlord in the relocating so as to enable Landlord to complete the relocation in a minimum amount of time and in a manner that will minimize interference with Tenant’s business operation and shall sign all applications and documents reasonably required to effectuate such relocation. All costs and expenses of this relocation, including any overtime labor costs, shall be borne exclusively by Landlord.

 

(iii)        the modifications set forth in Section 39.01 (c) shall be effective upon the date set forth in the notice to Tenant as described in Section 39.02 (c) (ii).

 

39.03     Notwithstanding the exercise of Landlord’s Relocation Option, and except as otherwise herein set forth, the terms, covenants and conditions of the lease shall remain unmodified and in full force and effect.

 

39.04     In the event of the exercise of Landlord’s Relocation Option and upon the written request of either Landlord or Tenant, the parties hereto shall promptly execute and deliver a supplementary agreement, in recordable form, confirming (i) the exercise of Landlord’s Relocation Option, (ii) the designation of the Relocated Space as the Demised Premises and the effective date thereof, (iii) the New Area and (iv) the modification of Section 1.04, and Sections 5.01(d) and 5.07(k) and 16.03 to reflect the New Area, but no delay in, or failure to, execute and deliver such supplementary agreement shall affect in any manner such exercise or designation.

 

ARTICLE 40

Deleted Prior to Execution

 

35
 

   

ARTICLE 41

ERISA 

 

41.01     Tenant hereby represents and covenants that (i) it is not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title 1 of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to collectively as a “Plan”); (ii) Tenant’s assets do not constitute “plan assets” of one or more such Plans within the meaning of Department of Labor Regulation Section 2510.3-101; and (iii) it will not be reconstituted as a Plan or as an entity whose assets constitute “plan assets”.

 

ARTICLE 42
Deleted Prior to Execution

 

ARTICLE 43
TENANT’S RIGHT TO TERMINATE LEASE

 

43.01     Tenant shall have the option (hereinafter referred to as “Tenant’s Option to Terminate”) to terminate the Lease effective on the day which is the first anniversary of the Commencement Date by giving LANDLORD WRITTEN NOTICE, NO LATER THAN 60 DAYS before the expiration of the first (1st) anniversary year of the Commencement Date (“The Termination Notice Date”). If Tenant fails to EXERCISE this right ON OR BEFORE THE TERMINATION NOTICE DATE. Tenant’s Option to Terminate shall be null and void.

 

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease as of the day and year first above written.

 

Landlord:      
         
400 KELBY ASSOCIATES      
By: Lynwood Construction Co., Inc., general partner      
         
By: /s/ Jean-Pierre Vaganay   Date: 10/29/02
  Jean-Pierre Vaganay, Vice President      
         
Tenant:      
         
ANGION BIOMEDICA CORPORATION      
         
By: /s/ Itzhak D. Goldberg   Date: 10/24/02
Name: Itzhak D. Goldberg MD      
Title: President      

 

36
 

 

Acknowledgments

 

STATE OF NEW JERSEY )
  )        ss.:
COUNTY OF BERGEN )

 

On this               day of                             2002, before me personally came ______________________ to me known, who, being duly sworn did depose and say that he/she resides at ________________________________________________ that he/she is the President of __________________________________, the corporation described in and which executed the foregoing instrument; as TENANT, and that he/she signed his name thereto by order of the Board of Directors of said corporation, by like Order.

 

     
  Notary Public  

 

37
 

 

EXHIBIT A

Description

 

ALL that certain lot, piece or parcel of land, situate, lying and being in the Town of Fort Lee, County of Bergen and State of New Jersey, bounded and described as follows:

 

BEGINNING at a point where the Northeasterly right of way line of Lewis Street (50 feet wide) intersects the Northwesterly right of way line of Linwood Avenue (50 feet wide) and running Thence:

 

1.Along the Northeasterly right of way line of Lewis Street, North 51 degrees 22 minutes 11 seconds West, 539.80 feet to a point; Thence

 

2.Along the Southeasterly right of way line of Fletcher Avenue (60 feet wide), North 38 degrees 43 minutes 09 seconds East, 54.43 feet to a point of curvature, Thence

 

3.Along the Southerly line of Kelby Street (50 feet wide), Northeasterly and Southeasterly on a curve to the right having a radius of 106.82 feet, an arc length of 122.46 feet to a point of curvature; Thence

 

4.Still along the same, Southeasterly on a curve to the right having a radius of 548.78 feet, an arc length of 232.02 feet to a point of tangency; Thence

 

5.Still along the same, South 51 degrees 22 minutes 11 seconds East, 206.01 feet to a point of curvature; Thence

 

6.Southeasterly and Southerly on a curve to the right having a radius of 42.00 feet, an arc length of 66.23 feet to a point of tangency; Thence

 

7.Along a widened section of Linwood Avenue South 39 degrees 31 minutes 19 seconds West, 7.37 feet to a point; Thence

 

8.South 51 degrees 22 minutes 11 seconds East, 3.00 feet to a point; Thence

 

9.Along the widened section of Linwood Avenue, South 37 degrees 13 minutes 46 seconds West, 50.00 feet to a point; Thence

 

10.South 51 degrees 22 minutes 11 seconds East 1.00 feet to a point; Thence

 

11.Along the right of way line of Linwood Avenue (50 feet wide), South 39 degrees 31 minutes 19 seconds West, 100.00 feet to the point or place of Beginning.

 

38
 

 

EXHIBIT B

Floor Plan

 

39
 

  

EXHIBIT C

Delete Prior to Execution

 

40
 

 

EXHIBIT D

Rules and Regulations 

 

1.        The rights of Tenants in the entrances, corridors and elevators of the Building are limited to ingress to and egress from the Tenant’s premises for the Tenants and their employees, licensees and invitees, and no Tenant shall use, or permit the use of, the entrances, corridors, or elevators for any other purpose. No Tenant shall invite to the Tenant’s premises, or permit the visit of, persons in such numbers or under such conditions as to interfere with the use and enjoyment of any of the entrances, corridors, elevators and other facilities of the Building by other Tenants. Fire exits and stairways are for emergency use only, and they shall not be used for any other purpose by the Tenants, their employees, licensees or invitees. No Tenant shall encumber or obstruct, or permit the encumbrance or obstruction of any of the sidewalks, entrances, corridors, elevators, fire exits or stairways of the Building. The Landlord reserves the right to control and operate the public portions of the Building and the public facilities, as well as facilities furnished for the common use of the Tenants, in such manner as it deems best for the benefit of the Tenants generally.

 

2.        The Landlord may refuse admission to the Building outside of ordinary business hours to any person not known to the watchman in charge or not having a pass issued by the Landlord or the Tenant whose premises are to be entered or not otherwise properly identified, and may require all persons admitted to or leaving the Building outside of ordinary business hours to register. Any person whose presence in the Building at any time shall, in the judgment of the Landlord, be prejudicial to the safety, character, reputation and interests of the Building or of its Tenants may be denied access to the Building or may be ejected therefrom. In case of invasion, riot, public excitement or other commotion, the Landlord may prevent all access to the Building during the continuance of the same, by closing the doors or otherwise, for the safety of the Tenants and protection of property in the Building. The Landlord may require any person leaving the Building with any package or other object to exhibit a pass from the Tenant from whose premises the package or object is being removed, but the establishment and enforcement of such requirement shall not impose any responsibility on the Landlord for the protection of any Tenant against the removal of property from the premises of the Tenant. The Landlord shall, in no way, be liable to any Tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from the Tenant’s premises or the Building under the provisions of this rule. Canvassing, soliciting or peddling in the building is prohibited and every Tenant shall co-operate to prevent the same.

 

3.        No Tenant shall obtain or accept for use in its premises ice, drinking water, food, beverage, towel, barbering, boot blacking, floor polishing, lighting maintenance, cleaning or other similar services from any persons not authorized by the Landlord in writing to furnish such services, provided that the charges for such services by persons authorized by the Landlord are not excessive. Such services shall be furnished only at such hours, in such places within the Tenant’s premises and under such reasonable regulations as may be fixed by the Landlord.

 

4.        The cost of repairing any damage to the public portions of the Building or the public facilities or to any facilities used in common with other Tenants, caused by a Tenant or the employees, licensees or invitees of the Tenant, shall be paid by such Tenant.

 

5.        No lettering, sign, advertisement, notice or object shall be displayed in or on the windows or doors, or on the outside of any Tenant’s premises, or at any point inside any Tenant’s premises where the same might be visible outside of such premises or in any hallway or common area inside or outside of the Building, except that the name of the Tenant may be displayed on the entrance door of the Tenant’s premises, and in the elevator lobbies of the floors which are occupied entirely by any Tenant, subject to the approval of the Landlord as to the size, color and style of such display. The inscription of the name of the Tenant on the door of the Tenant’s premises shall be done by the Landlord at the expense of the Tenant. Listing of the name of the Tenant on the directory boards in the Building shall be done by the Landlord at its expense; any other listings shall be in the discretion of the Landlord.

 

6.        No awnings or other projections over or around the windows shall be installed by any Tenant, and only such window blinds as are supplied or permitted by the Landlord shall be used in a Tenant’s premises. Linoleum, tile or other floor covering shall be laid in a Tenant’s premises only in a manner approved by the Landlord.

 

7.        The Landlord shall have the right to prescribe the weight and position of safes and other objects of excessive weight, and no safe or other object whose weight exceeds the lawful load for the area upon which it would stand shall be brought into or kept upon a Tenant’s premises. If, in the judgment of the Landlord, it is necessary to distribute the concentrated weight of any heavy object, the work involved in such distribution shall be done at the expense of Tenant and in such manner as the Landlord shall determine. The moving of safes and other heavy objects shall take place only outside of ordinary business hours upon previous notice to the Landlord, and the persons employed to move the same in and out of the Building shall be reasonably acceptable to the Landlord and, if so required by law, shall hold a Master rigger’s license. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the premises only in the freight elevators and through the service entrances and corridors,

 

41
 

 

and only during hours and in a manner approved by the Landlord. Arrangements will be made by the Landlord with any Tenant for moving large quantities of furniture and equipment into or out of the building.

 

8.        No machines or mechanical equipment of any kind, other than typewriters and other ordinary portable business machines, may be installed or operated in any Tenant’s premises with out Landlord’s prior written consent, and in no case (even where the same are of a type so excepted or as so consented to by the Landlord) shall any machines or mechanical equipment be so placed or operated as to disturb other Tenants but machines and mechanical equipment which may be permitted to be installed and used in a Tenant’s premises shall be so equipped, installed and maintained by such Tenant as to prevent any disturbing noise, vibration or electrical or other interference from being transmitted from such premises to any other area of the Building.

 

9.        No noise, including the playing of any musical instruments, radio, or television, which, in the judgment of the Landlord, might disturb other Tenants in the Building, shall be made or permitted by any Tenant, and no cooking shall be done in the Tenant’s premises, except as expressly approved by the Landlord. Nothing shall be done or permitted in any Tenant’s premises, and nothing shall be brought into or kept in any Tenant’s premises which would impair or interfere with any of the Building services or the proper and economic heating, cleaning or other servicing of the Building or the premises, or the use or enjoyment by any other Tenant of any other premises, nor shall there be installed by any Tenant any ventilating, air conditioning, electrical or other equipment of any kind which, in the judgment of the Landlord, might cause any such impairment or interference. no dangerous, inflammable, combustible or explosive object or material shall be brought into the building by any Tenant or with the permission of any Tenant. Any cuspidors or similar containers or receptacles used in any Tenant’s premises shall be cared for and cleaned by and at the expense of the Tenant.

 

10.      No acids, vapors or other materials shall be discharged or permitted to be discharged into the waste lines, vents or flues of the Building which may damage them. The water and wash closets and other plumbing fixtures in or serving any Tenant’s premises shall not be used for any purpose other than the purposes for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other foreign substances shall be deposited therein.

 

11.      No additional locks or bolts of any kind shall be placed upon any of the doors or windows in any Tenant’s premises and no lock on any door therein shall be changed or altered in any respect. Additional keys for a Tenant’s premises and toilet rooms shall be procured only from the Landlord, which may make a reasonable charge therefor. Upon the termination of a Tenant’s lease, all keys of the Tenant’s premises and toilet rooms shall be delivered to the Landlord.

 

12.      All entrance doors in each Tenant’s premises shall be left locked and all windows shall be left closed by the Tenant when the Tenant’s premises are not in use. Entrance doors shall not be left open at any time.

 

13.      Hand trucks not equipped with rubber tires and side guards shall not be used within the Building.

 

14.      All windows in each Tenant’s premises shall be kept closed and all blinds therein, if any, above the ground floor shall be lowered when and as reasonable required because of the position of the sun, during the operation of the Building air-conditioning system to cool or ventilate the Tenant’s premises.

 

15.      The Landlord reserves the right to rescind, alter or waive any rule or regulation at any time prescribed for the Building when, in its judgment, it deems it necessary, desirable or proper for its best interest and for the best interests of the Tenants, and no alteration or waiver of any rule or regulation in favor of one Tenant shall operate a an alteration or waiver in favor of any other Tenant. The Landlord shall not be responsible to any Tenant for the non-observance or violation by any other Tenant of any of the rules and regulations at any time prescribed for the Building.

 

42
 

 

EXHIBIT E

Definitions

 

(a)       The term mortgage shall include an indenture of mortgage and deed of trust to a trustee to secure an issue of bonds, and the term mortgagee shall include such a trustee.

 

(b)      The terms include, including and such as shall each be construed as if followed by the phrase “without being limited to”.

 

(c)       The term obligations of this lease, and words of like import, shall mean the covenants to pay rent and additional rent under this lease and all of the other covenants and conditions contained in this lease. Any provision in this lease that one party or the other or both shall do or not do or shall cause or permit or not cause or permit a particular act, condition, or circumstance shall be deemed to mean that such party so covenants or both parties so covenant, as the case may be.

 

(d)      The term Tenant’s obligations hereunder, and words of like import, and the term Landlord’s obligations hereunder, and words of like import, shall mean the obligations of this lease which are to be performed or observed by Tenant, or by Landlord, as the case may be. Reference to performance of either party’s obligations under this lease shall be construed as “performance and observance”.

 

(e)       Reference to Tenant being or not being in default hereunder, or words of like import, shall means that Tenant is in default in the performance of one or more of Tenant’s obligations hereunder, or that Tenant is not in default in the performance of any of Tenant’s obligations hereunder, or that a condition of the character described in Section 25.01 has occurred and continues or has not occurred or does not continue, as the case may be.

 

(f)       References to Landlord as having no liability to Tenant or being without liability to Tenant, shall mean that Tenant is not entitled to terminate this Lease, or to claim actual or constructive eviction, partial or total, or to receive any abatement or diminution of rent, or to be relieved in any manner of any of its other obligations hereunder, or to be compensated for loss or injury suffered or to enforce any other kind of liability whatsoever against Landlord under or with respect to this lease or with respect to Tenant’s use or occupancy of the Demised Premises.

 

(g)      The term laws and/or requirements of public authorities and words of like import shall mean laws and ordinances of any or all of the Federal, state, city, county and borough governments and rules, regulations, orders and/or directives of any or all departments, subdivisions, bureaus, agencies or offices thereof, or of any other governmental, public or quasi-public authorities, having jurisdiction in the premises, and/or the direction of any public officer pursuant to law.

 

(h)      In connection with bankruptcy, reorganization or otherwise, reference to the term abandon shall include the Tenant discontinuing the conduct of business in the Demised Premises at any time, notwithstanding the fact that Tenant’s furniture or other personal property remain within the Demised Premises.

 

The term requirements of insurance bodies and words of like import shall mean rules, regulations, orders and other requirements of the New Jersey Board of Fire Underwriters and/or the New Jersey Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance of the Building and/or the Demised Premises.

 

(i)        The term repair shall be deemed to include restoration and replacement as may be necessary to achieve and/or maintain good working order and condition.

 

(j)        Reference to termination of this Lease includes expiration or earlier termination of the term of this Lease or cancellation of this Lease pursuant to any of the provisions of this lease or to law. upon a termination of this lease, the term and estate granted by this lease shall end at noon of the date of termination as if such date were the date of expiration of the term of this lease and neither party shall have any further obligation or liability to the other after such termination (i) except as shall be expressly provided for in this lease, or (ii) except for such obligation as by its nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such termination, and, in any event unless expressly otherwise provided in this lease, any liability for a payment which shall have accrued to or with respect to any period ending at the time of termination shall survive the termination of this lease.

 

(k)       The term in full force and effect when herein used in reference to this lease as a condition to the existence or exercise of a right on the part of Tenant shall be construed in each instance as including the further conditions that at the time in question no default on the part of Tenant exists, and no event has occurred which has continued to exist for such period of time (after the notice, if any, required by this lease), as would entitle Landlord to terminate this lease or to dispossess Tenant.

 

43
 

 

EXHIBIT F

Cleaning Specifications

 

1.          General

 

All linoleum, rubber, asphalt tile and other similar types of flooring (that may be waxed) to be swept nightly, using approved dust-check type of mop.

 

All carpeting and rugs to be carpet swept nightly and vacuum cleaned weekly.

 

Hand dust and wipe clean all furniture, fixtures and window sills nightly; wash sills where necessary.

 

Empty and clean all waste receptacles nightly and remove waste paper and waste materials.

 

Empty and clean all ash trays and screen all sand urns nightly including all ash trays in all toilets.

 

Dust interior of all waste disposal cans and baskets nightly; damp-dust as necessary.

 

Wash clean all water fountains and coolers nightly.

 

Hand dust all door and other ventilating louvres within reach, as necessary.

 

Dust all telephones as necessary.

 

Sweep all private stairway structures nightly.

 

2.          Lavatories in the Core

 

Sweep and wash all lavatory floors nightly using proper disinfectants. Wash and polish all mirrors, powder shelves, bright work and enameled surfaces in all lavatories nightly.

 

Scour, wash and disinfect all basins, bowls and urinals throughout all lavatories, nightly.

 

Wash all toilet seats, nightly.

 

Empty paper towel receptacles and transport wastepaper to designated area in basements, nightly (towels, soap and receptacles to be furnished by Tenant).

 

Fill toilet tissue holders nightly.

 

Empty sanitary disposal receptacles, nightly.

 

Thoroughly wash and polish all wall tile and stall surface as often as necessary.

 

3.          High Dusting

 

Dust all Venetian blinds, frames, charts, graphs and similar wall hangings and vertical surfaces not reached in nightly cleaning, quarterly.

 

Cleaning of light fixtures shall be for account of Tenant.

 

4.          Glass

 

Exterior windows to be cleaned inside and outside approximately once every six (6) months (or more often, if required by Landlord), weather permitting.

 

5.          Conditions

 

As herein used “nightly” means five nights a week, Monday through Friday, during regular cleaning hours (between 6:00 P.M. and 6:00 A.M.) and excludes legal and union holidays.

 

Tenant will pay for electricity, power and hot and cold water in the Demised Premises for cleaning during the regular cleaning hours which are after hours.

 

44
 

 

(l)         The term Tenant shall mean Tenant herein named or any assignee or other successor in interest (immediate or remote) of Tenant herein named, while such Tenant or such assignee or other successor in interest, as the case may be, is in possession of the Demised Premises as owner of the Tenant’s estate and interest granted by this lease and also, if Tenant is not an individual or a corporation, all of the persons, firms and corporations then comprising Tenant.

 

(m)       Words and phrases used in the singular shall be deemed to include the plural and vice versa, and nouns and pronouns used in any particular gender shall be deemed to include any other gender.

 

(n)        The rule of ejusdem generis shall not be applicable to limit a general statement following or referable to an enumeration of specific matters to matters similar to the matters specifically mentioned.

 

(o)        All references in this lease to numbered Articles, numbered Sections and lettered Exhibits are references to Articles and Sections of this lease, and Exhibits annexed to (and thereby made part of) this lease, as the case may be, unless expressly otherwise designated in the context.

 

(p)        A person as used herein shall mean an individual, partnership, limited partnership, corporation, limited liability company or unincorporated association.

 

45

 

 

 EX-10.19 13 filename13.htm

 

Exhibit 10.19

 

CONSULTING AGREEMENT

 

AGREEMENT, dated as of the 1st day of January, 2005, by and between ANGION BIOMEDICA CORP., a Delaware corporation (the “Company”), and

 

Rina S. Kurz (the “Consultant”).

 

W I T N E S S E T H:

 

WHEREAS, the Consultant desires to continue to provide certain consulting and related services to the Company related to administration of the Company (acting CEO)

 

; and

 

WHEREAS, the Company desires to continue to retain the Consultant, and the Consultant desires to be so retained by the Company, to perform the services herein, all subject to the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

 

1.            Term.  Subject to the terms and conditions herein, the term of the retention under this Agreement shall be for a period of one (1) year, commencing as of January 1, 2005, and terminating on December 31, 2005, (the “Term”) and will automatically continue for additional periods of one year unless either party gives the other written notice for non-renewal at least 60 days prior to the end of any Term.

 

2.            Position, Duties and Representations.

 

2.01.     Position.  During the Term, the Consultant shall hold the position of Consultant to the Company.

 

2.02.     Duties of Consultant.  During the Term, the Consultant shall provide the following services to the Company:

 

Maintain the corporate office in Ft Lee, NJ including maintaining of computer network & Angion’s email system.

 

Maintain all files related to grant applications, funded grants

 

File & Tracks all IP (including tracking for license maintenance fees).

 

Interacts with NIH agencies such as the ORI and file reports.

 

 
 

 

Search for grant funding opportunities.

 

Screen all scientific data hits provided by services such as Nerac and ReCap on a daily basis

 

Identify and transmits news and publications relevant to Anion’s projects on a daily basis.

 

Maintain all financial information, monitors financial performance and interacts with financial institutions including generation of wire transfers.

 

Assist in other corporate projects identified by Management including assisting in purchasing R&D activites when necessary.

 

(a)    ..

 

2.03.     Extent of Services.

 

(a)    The Consultant shall devote such time to performance of his services hereunder as may be reasonably required to accomplish the assigned tasks within the timeframes agreed upon by Consultant and Company.

 

(b)    The services may be performed telephonically or in person, as requested by the Company. The Consultant shall use his best efforts to attend the requested meetings or presentations.

 

3.            Compensation.

 

3.01.       Remuneration.  In consideration for the services to be performed by the Consultant pursuant to this Agreement, the Company shall pay the Consultant a fee of $47.50 per hour not to exceed a total of $70,000 during the term of the agreement.

 

3.02.       Reimbursement.  During the Term, the Company shall reimburse the Consultant for his travel expenses and other expenses incurred at the direction of the Company. All reimbursements shall be made in accordance with the Company’s reimbursement policies.

 

4.            Non-Disclosure of Confidential Information; Non-Competition.

 

4.01.       Confidentiality.

 

(a)    “Confidential Information” means any confidential or proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research and product plans, products, services, customer lists, and customers, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed by the Company, either directly or indirectly, in writing, orally or otherwise, as well as any therapeutic or and other proposed uses arising from the Company’s technologies and all non-public information regarding the Company’s actual and proposed business plans and strategies learned by the Consultant. Confidential Information does not

 

2
 

  

include information (i) which has become publicly known and made generally available other than as a result of the Consultant’s violation of this Agreement, (ii) that is in the possession of the Consultant prior to its receipt of such information from the Company, or (iii) is or can be independently acquired or developed by the Consultant without violating any of his obligations under this Agreement.

 

(b)    The Consultant will, to the extent permitted by applicable law, hold said Confidential information in strict confidence and trust for the Company. The Consultant will not, during or subsequent to the Term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than for the performance of services on behalf of the Company, or disclose the Confidential Information to any third party without the prior written consent of the Company. The Consultant further agrees to take all reasonable precautions to protect the Confidential Information and to prevent any unauthorized disclosure of such Confidential Information.

 

(c)    It is understood that the Confidential Information shall remain the sole property of the Company. The Consultant shall have no rights with respect to patents or other tangible or intangible property rights developed or created from the Confidential Information, including any components of the Confidential Information that were the result of the services of the Consultant hereunder.

 

4.02.       Return of Documents.  The Consultant agrees that, upon the expiration of his retention with the Company for any reason, he shall immediately deliver to the Company any and all documents and other material, including that developed or produced by the Consultant in the performance of this Agreement (“Work Product”), and all copies thereof, in his possession or under his control relating to any Confidential Information and all other non-public information regarding the Company’s business, which is otherwise the property of the Company (“Proprietary Information”). The Company shall have the right to use the Work Product for any purpose without any additional compensation to the Consultant. The Consultant shall not make any Work Product available to any third party or use any Work Product for the benefit of himself or any third party without the prior written consent of the Company.

 

4.03.       Remedies.  The Consultant agrees that any breach or threatened breach by him of any provision of this Section 4 shall entitle the Company, in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Consultant hereinabove shall be construed as separable and divisible from every other restriction, and that the unenforceability, in whole or in part of any restriction, will not affect the enforceability of the remaining restrictions and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. No waiver of any one breach of the restrictions contained in this Section 4 shall be deemed a waiver of any future breach.

 

5.            Termination.  Notwithstanding the Term in Section 1 hereof, either party may terminate this Agreement at any time effective thirty (30) days after written notice of termination is received by the other party hereto. In addition, this Agreement shall terminate upon the death or permanent disability of the Consultant. Notwithstanding the termination of this Agreement, Section 4 shall survive in accordance with its respective terms.

 

3
 

  

6.            Notices.  All notices, requests, demands or other communications hereunder shall be in writing and given if delivered personally or by registered mail or national overnight courier or by facsimile to either party at the address set forth below, or at such other address as either party may designate in writing to the other:

 

If to the Company:

 

Bruce Rich

 

Thelen Reid & Priest

 

875 3rd Ave

 

New York, NY 10022-6255

 

Miscellaneous.

 

6.01.     Entire Agreement.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreement between the parties. If there is any conflict between the provisions of this Agreement and those in any other agreement, the provisions of this Agreement shall govern. No change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.

 

6.02.     Successors and Assigns; Binding Effect.  This Agreement will be binding upon and inure to the benefit of the Company and its successors and assigns, and the

 

4
 

  

Consultant, and his heirs and administrators. The Company may assign this Agreement to any corporation which is in a consolidated group with the Company or which acquires the Company.

 

6.03.      Waiver and Severability.  The waiver by either party of a breach of any terms or conditions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party. In the event that any one or more of the provisions of this Agreement shall be declared to be illegal or unenforceable under any law, rule or regulation of any government having jurisdiction over the parties hereto, such illegality or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement.

 

6.04.      Heading; Interpretations.  The headings and captions used in this Agreement are for convenience only and shall not be construed in interpreting this Agreement.

 

6.05.      Governing Law.  All matters concerning the validity and interpretation of and performance under this Agreement shall be governed by the laws of the State of New York without regard to the conflicts of law principles thereof.

 

6.06.      Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute a single instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

  By:   /s/ Rina S. Kurz
    Rina S. Kurz

 

  Angion Biomedica Corp  
       
  By /s/ Bruce Rich  
    Bruce Rich  
    Assistant Secretary  

 

5
 

 

January 1st 2009 Addendum to the January 1st 2005 Consulting

Agreement between Rina Kurz & Angion Biomedica Corp

  

 

WHEREAS, the Consultant desires to continue to provide consulting services and related services described in the initial agreement dated 1st of January, 2005 to the Company and

 

  

WHEREAS, the Company desires to continue to retain the Consultant, and the Consultant desires to be retained by the Company to perform the services described in the initial consulting agreement under the same conditions contained in the initial consulting agreement.

 

 

NOW, THEREFORE, the parties agree to increase the annual compensation cap to $98,000 instead of $70,000 (Section 3.01 of the consulting agreement).

 

 

All other terms and conditions remain unchanged as per the initial January 1st, 2005 consulting agreement.

 

 

 

   
/s/ Rina Kurz     /s/ Itzhak D. Goldberg
Rina Kurz     Itzhak D. Goldberg, MD, FACR

  

 

 

 GRAPHIC 14 chart.jpg GRAPHIC begin 644 chart.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(L`P$1``(1`0,1`?_$`(4```("`@,!`0$````` M```````)"`H&!P,$!0(+`0$!`````````````````````!````8"`@(!`P,# M`P,#`0(/`0(#!`4&!P@`"1$2$R$4"C$B%2,6%T$R&%$D&6%",W$ED5)#-(%R M)B@:H;%3)T0U*A$!`````````````````````/_:``P#`0`"$0,1`#\`O\<` MX!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@ M'`.`<`X!P#@'`.`<`X&*W&]4C'<(K9<@7&JT6N-U44%[!<;#$5B$17<&]$$5 M96;>,6":JYOH0HJ`)A_3SP-9%VEUC,H[2+L9@@RL>P"4?IER]CX5&48*JB(2 M+L@6'V;,!61.3YC@5/V*(>?(#P.__P`D-=_*P?YZPOY;J%17#_*5'\H*G*F< MB2P?SO\`34.14H@4W@1`P#_J'`ZS39W6M_\`_D.PN#GO_P`8_P#:99H3C_YC MM4T?_AGS_P#RJ/42E_\`PC+$`/J1:E$Q4-&II@J+M^[>2R22"9RB'Q@(^RAC`4@&,8` M$*9W8OOMA+L#V^L47ARG]DNP^%\#XTJEFGCRM)O$7#1BSJ/&1LD9$N[6W"/?M#K2K0CA@H[6.FFX5$HF$&L\`X M!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@' M`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!YDU+Q]?AY:>EG M!&D5"1C^7DW2@@5-M'QK55Z\<',82E`B+9$QA$1`/`<"LKL3I53=P>N?:SL= MW4IK++VQ.4-&LXY/UVQSDITC,8PTMQ].X?N%LQ14<151$B,"QR(8Z?NMPOV",8V MNY6BVHV2=++2!VV'4?U:1@KBRZZM M*$1//^T2^0\")A$/Z7J0ZM"* M?*3KHTE3/\(MQ%/6/#B8"B9!-L8ABDJ!2F]D$BE$1`1$`_7ZCP*<_:_`ZN3^ MV^/-;="=:-0<1/5)/)^&*Q?ZYB/'%.2QU'45G8(+<[=>[_P<0R2N^-,`U9C, MTFI)S3M%BA:H:VNVK*1D6$,JV!$E:P'I3E*4UVQ?AG'4:PG&>[>M^#[W>LNX MIVZBT;'&Y8M^0:E)U_9.ZDRO%8NHD@WC:;#RJU:K,1$2KT\HZ_BWP$8OFY`N MRX$_&JIV"JWD:_8NRE6]6]P63Z#<:P9WU,:9@KD9AZ,@*G"Q+JJY*K>5LNY* M_P`_UC(MCBE7]E;SIO\`N2O#IMQ0!)#XP=IUO[57'<7ND/UXY-5===)BJD510YP,80G- MP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'` M.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<#0NU+99YJ_L@T M;D04<.L"Y@;()NC`1LHLOCVQ))$<',W=E(@!O@;*$'XE$$RF M(`%$"@#L>`<`X"L>VS=V+T[UL=1<+98Z"S)GA.V8^QL\/8D(25H-?C*3/6G+ MNP)$2">3!,W6<\9.<@Y6=I)QQ)NMP"3 ME0YO[N`Z@,&[]-*,?8FV'T;[`:#<,I5FR90[.="J1G##==L,9'88R;,UJ2N+ M>DYAG*D1FS58RG\GQ\MM)E"5_R%(X^? MD3=TUQ:W;U5T:,.4IV`G%`P`=,P$P,03CZ ME_0!#S_UX"RH`O\`_P`\L2$NK(.A-TYM1E%WJ3UK).!/IB0SU59(Q8J0076$ MQA\"""Q?/_M-P.E^.@HNKTM:&'<)`D?_`!C8$R%!JX9^4$,DW9!LJ*;A9 MW4=O7CI=0Q4T6[5LB8YSF$"E*41$?'`_.W["-H77:CN9#0!&<3(8%EX#&%T< M465)()9=C,(?W6Q7UET^7CH\J4!5\P=B^=G$;9Y1F1X[EV%-5K2LB:.3K4J1 M4+N'7EJ(?3C7>-I5GD(BR9IO\])97V$ND&V<-(6QY9M39@W>Q549N5%%(G&N M,:Q%1E/J$>4$DH^K0$>@"9#%/Y!:?Y%\:K+8$T`9BV158'[:M(0E7,@FZ"!8 M,EYRY,R.+"_9%6=1$6L\=)("Y!(X%45*41)[`8`R[?+*68-)^QK`^VL'B6GY M`PQG_`1]+[7?L@9V2P3C3"N1660YC+='E,J6=SC;(#./BLC'+_;]=?+D0;$G M')F:ZR0O6HF"1W45&D6JL>L5BU(9JL003+Y\@"'B")E,V<]/D7'D2!X9$@HJ:8-T"$^_* MF4R9/00#Y0('@/W>/].!X'X[#]K(=+NA*K/T^%#%,RP,*:[9 M3G.(``?J(CX#@5MOR".PJJX1Q>OJ]%&B;4M-51CEO9BL1E_0JMQ=8>C;G7HW M'&O4*U]TC2MFW-R"!ZTX8%,X=_X^C+6\38.Q11((1(Z$^OG(C_(EDS[LU(VZ M:O.&,Q7&Y9I3M;6EV&L9A[`;/"NXF8L4-9(N0F!FZGI%BB?1IL`5,B32)OLU M:P8"W%EZ&"X'P%#=Y:;9?KULC=ZLHBS7V4T62=?$X=-U5$1W9P`)DD3,G;)R M=<1*`D*10IO<`$/J`<5*@XQ[%-_L M?4"KC)%>Q-=IM;V0N3:#A*TR^%-:!K\2W.+=)DJ990%4U%O<2K%``=EP#@'` M.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X M!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<#46P*`.L"YN:CY\.<1 M9)0'P0Z@^%J;-)CX33`RB@^#?[2@)A_0/KP%R8Y>`ET+4-]&M2*`EU&59PR8 M^0G#`Z+01*@(+A]`(/]/]W_`.#_`*<#4?XTS3[3I&T5_?9,A""!0!ZG`JQ?DS0V8\G0&KN$J%LC8 M-<<L5B.K:D5;0OKJY3B:,$I&R;-?[YT M!`*LH9)(P5;=1,7YZV@VHQ;1K;-4N\9/P9G2>Q=A.=LALE;!OLF;>2T=7I>3 M4R3(9@8IV&;Q+UBX84=S:K:61/#'EX`C,RSX+,=8X?I8ZM:W8VU!U[Q1K9B- MDY:4+$M4:UN+<2)T5IJ?D%%W$K9[C9'+=%L@]MEYM,B]F)9P1)(CB2?+J%(0 M#`4`W]P%*]WS9)SUWWLR[1J[0:YXTJ=K$=.W;8$4TMT,!`+ENBR_[J2>H>_E M%H3R==3P4A3G]2&!M7`3)TC`_0P=N0P=L446\;VG=BC2.E"BB#JQM3;%65VO M+/DD"G(DLWD72[!/RNX,9NR3,)B>013!S?`.`<`X!P#@'`.`<`X!P#@'`.`< M`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P# M@'`.`<`X!P#@'`.`<`X!P-,['&5+KUG@R`KE6+AG*!D3-70L7150I$X*8MGH M$4%FN!_'HKZF^,W@W@?'`7%KDQ>`\S@4N/RJ=LJC@W,^D;%**):L MIXXQ=LCD+&5>F%-Q1BF7S5'V-+)4+7/[IP1A7(J4FL]C;Z\:6!E([?;$M6" MBZSAO9,][%0)X)1W(*/GZ]5QQ`&1<$;.#I&"R9P#@*A[L&J3KKSOORE;&*VS MOI*\*1R`>5#-MVM>E/A;'^-4R3UR0!32,4`,!SAX$/UX#7N`E3HZ1:-L-;QM M613$;M^V+L/3*D9N@44A'-SM0Q?Y!!PX)-E.)_<'/A,2@;X/7PB!C`ZO@'`. M`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@:QS/DPN&<5WO*AZ-?LE M(T.O/+(YHN+85E8LAV1I'@51VQJ4%(RL&RE9IRQ1*;T$#>I@'P/CZ\!;.M+ MP7?0_A1X@U8F.?JFI1B,T45&#!1=/5!B0R/Q@1)1%%58@@8P!]?(F`1\@(AJ MW\;#XO\`PCZ(`BDX03"G92`$W)_D.)@S[E?Y%DU!;-/9NZ5\JIAZCZ$.!?8W MK["#7-C,]536/#=VSI>Z]D.R4K'<;_.VUKB^D3.1;;'5Y!4@2UA2J5>37FI" M(KS,QGD@HW25,U9(JKF+\:9S`%!?M1VKPMN)VN:@RCW!>=Y#'.1;AIIDC&". M6\06K'LCG/#V*FF8K<_AL2P-_;PSZ1JV7IS)R:#0Z8(,Y:8BV:;@")F^X1"Y MYU#QE?B>L+0Y&MN6C]A):N8AM3J28P[F$2E)ZYU5G:K1*.F;HI51F)*SRSQ= M^J81.X>**+C_`/*`B#&N!78[&;[WDZ3$V#W$U^R7K!M?K32U92[QVIUIP+Z8_G!=6Y2BQ$:]E';M\]9`NB+@X(F/]LT*&W.S_)UCS%TN M$R_*5%Y1Y[)".B%_M%2LL=+0UE1TMZ)N`(J4$ M0,<0$.`\O@)_Z9"&3PWN.D=ZJ^.GVE]BY3G4$WJBY M/MS_`!"!_)@!45``'`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'` M.`C<)+NZ[?F\+>!;.8 MVKY-S]:$DZ;7/5%T[*Q/-ODRMS1Z;DH,QKM>@:C7X.J56&BZY6*Q#QE>KE>A M&+:,AH*"AF2,=$0T1<T6D?&1D>V30002(5-)(A2E`"@`<#V.`<`X!P#@'` M.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<#!\G./M,;9"=" M?XP;4>V.!4]P3]/A@9!3W^0W[4_7U\^1^@?KP%EZT.7;;HOPD\EFP3;M#JRI M+IZS=(.%`ECIZK,5E&KA!RF@X6*^*'H8#%**@&_]?/`TC^,]]R'2%HN#@"AX MK>7?M_"H*B+8=A,M&3$X`0H)&\B/[?W>`\#Y^O@`:!NMX#3;;43$(H7_`(RY MY]DU"F,F#``^0X#-.`JH9'J\V% M5^X%DB2TZT'>OP2,I_&1I-K,(GDY0?1VR,B$8P*HX^7Y`^'X_<0,!?40;GP$ MT=+*)6^/NP5`K-LU%+MV[#@4.A'JQZKM53+Y%E7#LBD>Q*Y53.J*":I#."BV M12**@&*9)('+\`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!A>2, MBTG$./;SE;)5B8U''F-:E8KW>;3)@N,?7:E4XEW.6&:>%:HN'2C>,BF*JQBI M)J*F`G@A3&$`$(,]<^.)IQ3FY7=(N+0Z2ZQ755L+!48X4%'S-HB#)VHJD)1]$?9L/ MS&U35;J-%#."(9\R@43NA:JJF*Z14$R)@6]%O5(/)0#U$0:=NV4YM,=NBI#X M4-K#GPJ8C\@@!QQ3;`((@D!2&WFBI*Y]C7XLJ!EE6)I?4 MK5]ZWE)V#=F4=R[4*[+N6+I.2=LP7E7*J:"8HJ%(JV7=$.K\GR%(`6YNF?0Q1*(B("(@S'@' M`3_WSLWS[JOV,1C7K9B\+:-9W"1W8J_`Z!KM;A!P>-.1!5%9<90B8MRI%$15 M,H!``?;P(.`X"9.E$%`QAOJ*DBC*>>V_L4$CI%VZ?`)/\W.@%,[EV`'_`'&!S?`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P# M@+MW5C'&P.0<`Z3Q,B"4+D.SHYTV3;`R0=IN-8,)R\6]?4Y=V$LR=0KW+V8I M*L0:9BH+*.8,DX=`4U6@JI@Q+@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@' M`.`<`X!P#@'`.`<`X!P#@'`.`<#P[0BBXK5B;N?E^W7@Y9%Q\*ATEOA58."* M_$JD8BJ:OH8?4Q3`8!^H"`\!5G68LV?=*6IPHL?O&G_!.KLB1R#I$IWJ+3&* MS$&OWCL_P$IU%3>I5#")Q_4>!&C\75PW7Z2=12((`W,UD,\-7!!>J.U M!53V"R>8BBR2JJHQZJC4Z8B@`$*`>#E`0/[&!U^>4(AU@W,S6P**I0+G%&1$ M)M5!NH[73B%JA,)R2B+1)!TJZ5(S,<2IE24,<0\`4PCX$/S$,"8=S/A/8/\` M')C=A6.78>_VS::4O+93,#MW9H%]C*_Y&UQ=XE;XDD&C^TIN*4MCQXQ4]1^S M=QTTZ=-5&Z'VJ:A@_0&Z6$6C?JIT7181_P#&-$\#5PJ+3PJ4/`.Y+W=%37$5 MT22"GEP"9_WI@KZF^H#P&@<`X"B.]YBX?=6&RPM14?L93B8PL-%Q_<%V"1[*,!1XI]L5+(L.L[4-]XZ=&3.^D5UG!B)B5( MHK>"E#Z^0=+P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X"S-&X^ M0S)FW<#>"P(1SJ+RCD8NN^N#Q2/>!-16MFL3^9I3M="0DXZ+5:NTNV-+C6[[3W[^?BF5GJ4PQGH)W)5:P2E4LC%O*1JSAFLZ@K+ M"/&#HA3B9!VV42-X.0P`'\M&1*-2IBBU^V6J%@)W)UG6IF/8>2>I(25RM+:N M3MO=0=?9"(N))\TJ]8D)!8J91!)HS54.)2E$>!F?`UQCK+6.\K!=4Z#<:Y;' MN,[Y.XKR.SKTF62/2LE5=&/<6*E3@?$W79344WE6RITU4TS&0<)*E`2*%$0[ MN2LF4/#M(GLDY.M$92Z)5T6CFQ6F:441B89L]D&D4W=2"Z2:HMVHOWZ1#*"' MHF!O8XE(!C`&=<#7['*F/9/*%DPLQM4:YRE4*55,BV2E$^X"7B*1>)BU5^IV M-R!D"MACYR9I$LW1$BAC_(Q4]BE#U$0S5^^:1;%[)/U@;L8YHY?/'!BG,5!H MT1.X<+&*F4ZA@213$P@4!$?'T`1X&)XUR/2,PX]I.5L:V!K;,>Y'JT'=:1:& M*3M!C8JK98YO+04VR2?MFCTK23C72:R7R))G$AP$0#@=&R9:QO4,@8UQ59;? M$P^1,PEN1\9U)THM_+W%/'L,WL%U5B44T5"&1KD.\17@&3^0H^IC!]>!PYY90N4 M)CZA014XUF^<%<6.Y6-DQ2.8@(IJ+@=4Z:8&.4-G\#2]:V"Q1;GV6^W.;,U>OBP]4I\*]L-BE3,HUN\D7A8^ M(CEEA202564]/4A#&$`$/K'U[J^4J%2,FTB1/+TO(M0K5[J$LJQD(M24J]NA MF5@@)%2,EFK&5CCO8F014%!R@BX1$WHH0AP$H!CDUF;'E?S#0L#2DVJAE#)E M(R)D6G5\D7*KI251Q7*4.&NTFM+H,U(>/&+DMV3V7QY=;!CVUI-BOVS1PJ@PM M57>MR+`3XG!$@52,=(Y#F#BR?F_'&');$,+D":5AGN<\JQV%L<`2-?R"4OD6 M7J=PND9".5&#=P$8F]@Z+(F*Y7]&Y54RD,Q,2ZFGC=_DC(%7QI6SC'L@,X,T&SV M]F5PJ`>K=N)U3?M(/`W-P-/5/.=`NN92\AU7$6.+_`)7O3Y:, MI&,:5:LA7&2;,'LHXCZM3()]8[`^0C(U!U(R"S2)C5E"H()J+*B7U(4QA`!# MTZ=:X2^5&JWFM.%'E,E7W.9+RMC3&^N^(+#F2^S[7'*5;7 MMST*_`'1.U912%J:',HHH4HE$XA_M'@0L?\`?QK4OZ12VG':>9*2BOF?JFZ^ M\R?%%-G;=N1R$B@JB1TH1F=THDJ=NFNB)VZGHKZ.GW4>-8"1 MBM(:=5=.*/)-#196J4E25SQ)Y./;%!6,.BW<)"X0*`*-S`8G@#%\<"&_XL[X M'?2EK`W!NS0-$VW8>(459M4FQ'IVFP.2#"\5.1991XJH"P%!97T4$A"E$/!0 M,8',[7MOO-6MDV?EN`/,!YA:"9V54[0A7./;$B91V1`0<':I@?V4!/\`J"0! M`O[O'`HL=G./&68<]?BE562E[%%P61-?M?JV[D\4^^U MUXE.5F?6;/!+%OVRB:C1VC\I#B(#Z@Z_J7ZQ\.YGZS]1+Y/9M["*%+V[$,0Z MGJM3-\MI,>P,1/P\Y+L%%XNFUR_PU?K*J#EB(@U8LVS`@B/JAX\#P)_273+@ MB0(X`NU79U'KKN'JQ';#L?VL(Y;(O(U&/^Q1^YR$Z1,T;+(_=I_(113[HQA, MUP.VC9JLJN9FV/&9"C4OMW:BH MBK[D.I]`]#$X"\NV#K'PUKSUU;*99B=@=_[_`&6J(XZF6K;*V^.P>0:Y*+N< MP4&.!G.T>YW9UCJT,$B2`G39R<>HW45(3R=,0!0H6D`$!`!`0$!`!`0'R`@/ MU`0$/H("'`1YTB3#Z1:]JK!^^3>+0W"G6(D=$A"HE]DB)CP'B<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P M#@'`@IV59YG-==*\W7:DOB,+5D[4'53)-ZD1F+OD+6[!MXN,L+5-B,I:K9C"KSUAD19) M)(),Q>R[]97XBD(5/V]0*`!XX$+LXQ23CN6Z_)-)F4CIAI?V`"[D#+BD*[`] MYT_;MV*2:2Y#N3-WCP5#$5(9(`4]P_>4!`&QO3'S!RN+AZVS9N M660.H98S@DBIN7GQ=^@\%?RJ+MNZ5.103&.8QB^PG.(B80]_?!F*VTG4B\1> MI-'+7=W("7J0WF2<,W.D6UAWJ#5$&[@QV*H-2$=G#T`B9P\G*`_4&>H$R]82#X8UE(Q,-F#'DI-1SEZ59L=%-_$-%T? MVK('-[^I54A$%"@TS@*\IOVA.YW80H&.#Y?K5U15$GN`D%LCLQMVD8XIB;V` MQ5#E`!`/'U'S]>!/3-T?,RV%\NQ=<>N8VPR6,+]'P4BSE"P;N/F7E4EF\6]: MS1V4D2'LG#67TOT%-&MFSE,SI@W:73;!HNA(MA:%6(JJ]0562$% MC$!)4/V^3?M"5'8J5$_7WO01R5$SS)5RN""=`R0X6NH'!4@)JB9,2^?( M`4WT_P!!X'K:$.UG^B^E[YPQ>1KAYJ?KJZ7CI`A4W[%5?$%/54:/4R/)`J;I MN8PD4*"ZW@P"'N;]1#0V8&3Y/M=T;E455$V#C4'?.(>)@0$DG"A;[IE(-2F< M?O%R=,4C&!#P3P'E3W_;ZB#*^`J'I/6A1Z]*`R@),\M&PV;]RX9-PHW*V414 M8;E9Z349G1%5=R3[0P^@%<'.Y(``54YSE$Y@]7LL9E=7SJW65*E\#'L^Q&Y4 M44>.61TU#8!V8;M!14;(K?*=1ZNFF*)P*FN!Q3,8H&\\!I/`5YUQN4#Y4[5F M13)"Z9=F5U.Z`/B*Y]7NJNI;IJ9PD54ZI"?`8"I&,0@*)D`P>?(B(>IW`-%' MO7SF=%%10JJ=NUT=I)IH_,9XJPV%CTV3Q M88RA!%!HU>/G8_R](G(\0:,H]NZ?O'0@X_II(I**J'\%(4QA`!"D/OJQE8[/ M/XCLL\6=PR[;$V$8U1M*-43C%O8Z$UF(\(ZB6\Y%,OY%R1^0A2_2*WRICX7B`C*.6 MR0I&25!,YB"*I!5+\8&5%,I@:_$O6+]@BK'O&3U%(!:**,':+UNFY:_T7#;Y MT#&(*C=4@D,'T,`AX$`'@)/Z0(T&,7VHN"F\IR?=!ORZ(E]VR64\@+H0(N]K)"I`*I/=(&6\!;_:UDRYT73JS4C%[U>.RWL]?\ M4:@8N?,G<P:$Z1`8@)F#4/6OV(5TB]`AO\,TOR0'K99PW=@4?I\J M:BA%/]Q3&`0$0CAG!?X.WOK\3*3F/[&]@`WIX('@`]"^I2CZ M@(>?KY'R/Z\!6_6ZHT)E+M08(-T&SAOV4WYX[(,:>-DU!DM==:UTW$J'W#A% M]]QZ&.S%!5NZ:.FK6<(Q%FX71,=9NW7.HFDLMC6]_\9Q;F.;83S"YET`=1+?%F05Y1J*Z+4',?(IG`!*(1;ZKVJK/K/Z_VZK-VP]=-];SH-'TJ6:A%^U!J58#-P MT_L[A)Z9S\9C,_M7B"27D#%`_P!SZCY^G`;+P%G]9H-S1&\CA".?,1<]EVY1 MUUWB)422R[:ZQD>,DP]6+'Y6/Q,BMP.(*B*C<_\`4/X\\#!^Z]HV6T7^_=KB M@E7]L=!;``$]XR@U&=D\K,5 M_M\G;K,RIKJ`<2LWZ0`/JD)?*J0^X?I]0D3V`,%)30_=>,15:(*R.I.Q[%)9 M^O\`:L45'>';D@15XY__`,=JF93V4/\`^PH"/^G`X.O8YU-!M(#J,`BCFU"U MK$T854RY8\1PU3/^S*L=P[.J5M_L`PJJB/CZG,/U$-89<>.T>SG25H@ZB6[= MYJQO25Z@^^09%^BE<].5DTH,"J^A'#9TFFHO[$_(-W$>@OX\%1,4!2`OJ/@0$`#*^S M@B0WWJL44*4PI=I6'13**R:(BHI@'9M$!(!A^584P4]Q(0!$0*/MX)["`-6X M"L.O2,'<+I%>:6:FN!;&0,J<&C=$%`^(/0GL`C M_N*!1X'M]Q9S)=<6QC@@',+4N)7GJFN9N<\9.CE!0J#D1\D2'R7U_J?[ M?8OGV`&:14:MU$6 MY5!(/@HK'.<`\F,(AO'?1$[G1G4009)D29HHGQY73))-$D_Z:;9,@@" M92_0"``!P%J[2OUVW=_U-M#.E2M9#6CLB02:%'T3,[)%:Z/%%#BHJDFL)D&0 M>")@HJ`D]A*!`$Y0V_W6XBR'G?JHWCQ7BJ#;62]V;"$NK#0CJ=5KB;]"O2T/ M:)Q-.53?QA"NTZ]"NSH(++`V>+E(W7*HBJHF8*H711U>98RKG._;>Y5P1FW5 M_2'/NK$]=\#SF!]DFV$A2C'#2119) MNGAOF%N7@3Z_',T1Q;L)U8XNR59\M[D55[+9:V(*6(Q1N3L;A^E'0;96G8MG M(,J;C;(=:K;=XLPC4/N54VQ#+O"*JJ@*IU!,#II7IHU1LH6)G=LE[SW^N6]- M)&U4V[=@6X,_5+`D5VB\<)/XQQF`JA47ZK=,JY$54B&2+\8`4AC%,%1KOCZQ M,1ZEYSZ_<":38/RSDFRY:QMGK'N/*S<\T7?*\/`Y*F+-AVCX>>@7.=[EZ3C^ M!AKK>4B(@W_BV8NGX*F$5D6YDP9_^/?U;I7OJJQ19LS93W$Q!:;GD;)EPKL7 MA;;S)>/*]'UUA:U8&NRD/7:!;5*HQ5?/*\N[=%4;_*Y>**J.$Q`X$`'BAU3X MT1?MY!AMOV419VB$8S;MV6_.P0LDF$0S*Q9,2-7EG=I@D1N*H&4_^3K)\:5-"J_?+`W8I!^XJ'H#^.@[7/-VK/7U'XGS_AEQK]>T M,_;&VMMB52=B;*RI]1N659ZPU*+A)R)LUO"2@6L.^32:+.)!RZ42(!E#G\@< MP:^Z+P($GW"!]],K+I]U6[22T>_,J$7%@(X^"B4!`3@'H4PB>^.H=HE7L"8NU MDU6I\]_&/&KZ0GY2)MVQV56@/7,BZ;/V+1OE6I)@JV;M`,LD=)4%1;D/P&3< M!;&>W[S(_8]HSAAI*0SF!Q#C_8C<*^UD\@@,LG(14+":[8@EGD&Z;*E=1JLK MFBQ+,G"1BJMWL48WD/4/(2AVZ3,MJALZB19@V.KKSFE,CB4,T)&-S'QO92E6 MD3R"B+`K!(1]EA7.1$$P'W$"^1X&DM!LI8U0T/TH%YDF@%4#4W65NJK_`'3! M-$CNWN(J@&.8!$0TKG2Q4D.U?KZL+FTTTC M9+6#?B*9O5;I!MG'WLC+ZDR:;=&+4D05D&[J,C5EOE(02I`CY$P`;P8&8(7Z MBN43N&UTJ3A!-4J"BZ%CAU42+&^3U1.HF\,0JIOA/X*(^1]1_P"@\!8G4_>: M?6=3;##VNZT2%FX_;?L(7D8]6V1#RBCEJU2363$3'.<` M*`<#'NP')V,%MGNI11#*N,3/(?>FSOGL$O=JN>27AW>FVST6XF4(\7 M:CI-I#.Y5H*COW211.Y13,8QW"1#`T?_`"WBG[D67^3<>_>`58XM/[TK?W($ M;G1(X.*'\E\H%0.X3`X^/!1.4!\>P>05YH)FG#4;FGM:6?YGQ,F0_82XD`^; M*5%=.&L>KJCJA`HKNC-WK0&<>>>8.62!5?8R;MNLT,R]>> MRT+5\V8EE)]6JU*69Q49DJI/)-^SB,C4^=>D8Q\?+.9"0,XBHIQZ(H)G4<`4 M2$^H\!@*FUNKB1C$5V3P$F8BZS4Y5,Q8[(8CEN;T<-S`:Q`)5T#_`$.0?W%' MZ"`Q-C%,5<#)$4.4Z?[TS<"8F9MO\`4B;Q)E"OQ.UVM"\W8,;7^+A&89UQ M0=9](.:Q*M$4FZ"]J^-P(.E"E,`@)0'Z&^GG@1UZX]R=287KNT4C[%M-K7"2 MT)I_K/7YV.?YYQ0]PT[?-M\Y8N=1U5C[UJ%?&$*ZG99"VBTK[ M6:EHE-NW.[,1)TMX3)Y4`O`9HKV":%HF`BV[>HJ)Q<.6@$6V2PVD<73)15)X MV`BES*85VJJ!RJ$\>Q!(8!`/`\!8.@.].@N%83=Y]?MV-6*7&V?LBVWN,$YN M.R&+8W^6B;;88*21E(K^2MR"3Z%D'39R9DHU*=`44_!3"<%>!BO;WV.=>-OT MOM%8J^]>I5DN$3F[4&ZM*Q4\\XDMUHD(^C;8X-N\ZM$145.3[\@Q]7C'+U5X M@U5,R:HJ+CX*F8P`PQYV^=5<>LDW>=C6DZ"JR15DP-LOB(2BD=!!R0PJ$M9D MR>Z#@AB@80$0'Z?H/@%R8][/.M^J]I6XN3YO?+4]M0+AJ#IG5Z_;5,Z8Y)7W MEHH63MLO[OK,=)(3964O*0C:W1+ISZ'7502D40,)$Q(`AO[;;MGZLZZWYUKL=&U_,E0GW[U>6QK/Q!&S-C#23MV[>JKRB1$FZ9176.; MU3*8P#X#">O_`+;^L.A:%Z4TRY;V:O5&UT_5+7RG6:LSN4J[7IJ!M%5P_4XN MQ0,E!R[QK*1TG$24>N@N@JF50BR1B"'L'C@8UD[M0ZRI[L'T]R,QW=RH.7MI+O"O:Y7IRZV75T:S'C=D%RQ$3/V9E5Y0&C!1P<\BU:K'32$4TU. M!-`_=5U.E?'J; MP"[>K'M/ZZL/ZMK4')FX&"J/;WFT.\%L)!REP5*"->OVXN?+Y395S*+M"QJ; M2R4V6:2+185"(KM72)B?_(4!#WM].UGK>O2^B\Y3=X=>I9IC[L"P%>[0HQOB M:[=K3B4K)D?+2;Y:/;.E&S".:VE!=110I6Y%@327.E[B(`Q`.XCJM-]UZ=@V MI2GV:KQ!P*6;J.J!5&!'*C@""G+&!8OJS5^,Q/8JPD$$Q,/TX"\=2NTGK=Q? MLQV@/;ON?KQ6&.1-L*3DRFV"1R9725ZZ4IOIGK'57<_694K]5K*M(FRU*2CG M1TA]"OFBB)1,H0X%#S.U3M8ZV^NOCM+P`@ MI'VI:2(?R8">$C1[!R"I@.8I1`OD2F.0!`!.3V"#>,^W?K:@.Q/;6Z/MN\5- M*/D76_4.*K-F2)9OX:PW#&5VVFC[Q6R2']H@BYMM09W&).[:$=&62:/DQ,B' MQ*F3#?.SW<#U@WC6_/E#BMP\324W?L#YLKU?A%&EL+8&?A`I>3$ MGD7-1E/BH>1C7,>A25A8N64C'+$40$?9`">3>">#"$!]G>T/0>9[4.L[/D1L M1&S>,,1XAWNK>1IMEBS,,LVHS[)M9PFUI4N\4;8X<.(T)Z0@W$<"Y0_88PI* M"4%1\A.[,O=7U?7#!.8&%>VN@)5>;Q?D>'8I,\8YLDU%7CBK6"/*0T!\&*(ALSI?10,!B@%D;@5C>Z"ORTGV8]/LDQ^Y-'Q&2ZZ[F$ M60@15TW#>70M@S0=KG;+E28!)2R*GH"C85U2%(*AP_HJ`R/I-;@SZM]16?Q. M$#-*=<&BJ#I4RRZ*[;*=\0<)'.2Z6TL][Q=,R$->9'&=-;XLD M92RV&$&5_@HXHK.&8(D.J`9CK/V"1&T&QV0L,53"64:=CVNX0H6=<:9MR,T1 MJC'.U-O5VNM*:V2A8]>HAP`S2+^7^, MCOG(JFO]BT^9-?Q\R:OVZ?R$6]?V_*0_D#>/IYX",.D*/&.M_!\C,PX$,H,M&@F7S['%\U] M"^!$!]C?+ZAX$HA_]0X'4+:*T<"B2Q01P.JJ@42RS`P&60.LFNB40<"`JHJ- MU"G+^I3$,`_4H^`X1N-1!P9J-JK@.B@)C-AG(P'!0!/YA$R(NOD``1#W_3_; M]?TX'(A:JNY]Q;62`<`F9,BGP3$CD69_D,1P($]'8?$/GQX4_;_N^G`_AK16BK?;FL4$5P M*B:((&EF`+"JJV7>))?$+CW^15HU55*7QY,FF8P?M*(@'3:WBE/G;:/97"K. MW[TP$9LFM@B7#MV<4_F`K9LD[.LN840]_!"B/K]?TX'MHR<:Y.HFWD&*ZB2A MTE2(NVZITE4UU&ITU"D4,8BA'*1TQ`?`@JN.86'"^:MDF4J\E$]PMMMB<_,"24>W824#52W=?$]'J[Q1D(,I0T/4 M<7M!(\2+ZKIK%_>N!075!G7`5[K6\+E7LK[$\HKD8R,=@JL:QZ=4F416C'BD M:[94>3V1RY&I+M"IR#)5],9MKR3QHZ^3T4B45$C@"IR$!FTC'L)>/?14JS:R M,9)LW,?(Q[Y!-TR?L'J)VSQF[;+%.BX:NFZIB*$.`E.0P@("`\"`(]2G5R(+ M`/7?I;X7;"T5`-:\1@`H"@JW]2@%4`$SE16,!3E\'+Y\@(#X'@?R1ZE>L&64 M*K(Z`:BNE2-V[0BRF!<<@J1LU%06Z!520!5"IHE4$H``^/C_`&?[0``#Y'J2 MZO1<-'(]?FH)EF2I7#838!QL9,C@B1T2.#(C7Q16<%34,`'.4Q@]A^OD1X'* MEU,=8"(&`.OG3I3W9N&!_N=>,7._9J[,)W1#"ZK2PBHY.83'4_\`D,8QA$WD MP^0Y/_$YU@_QC>'_`/'OIH+%K$M(-$IM<<3FO)$H'U\QDHM]X_"0!TJ+I2NG=&`X2BW M@HG$A/8/4`]">H9('5QUI%3(D'7UI5Z)G4.'G5_"HG,*ICG4*JJ-+%59,YSB M(D.)B_\`IP.T3K$ZVDG8/D>OW2E%X":*(.$=6\((J%3;*M%VY"F2HY?4$%F" M)B>/'J*8>.![ZO7=U_+K_=+:,:=K.?54GW"NLN%5%_1DF4]53JF$ MP>?!A,/G]1X'R'77U]@F*(:*Z<`B*XNA2#6/"8)BY-^K@2?V1ZBN/^I_'M_Z M\#O-.O[0U@J"['2749DN7Z`LTUMPVW5#_P"BB-,(`X'8;:+:1LV*$6 MSTYU7:QK5T+UM'-M>\2(,6[T0,`NT&B51*W1="!Q#Y"E`_@1^OUX'.GI!I:B MX!VEJ%J\DZ#[P`I&J4<8# MQ^LFO;$X&:'`[/"^-VI@-'J.%F!@,A6R"!F2SM4Z(_JF90XE\"8?(9$TUWU_ MCSD488,PZR43,L=-1IC*E-CIG<%$K@Y#(PA#%,N4?!Q#ZF#]?/`[CC!&#W9B MG=8:Q2Y.3U`AW&.Z@L8@%1!N4"F4AS"7U0`"!X_0@>/T^G`]<,48M*L#@N-: M`#@$2-P7"G5T%@;IN57B:`*A'>X(IO%CJE+Y]04.8P!["(\#NQF.L?0JKI>& MHE-B5GQA.]6C*Q",%7AQ`P"=THU8I'<&$#C]3B(_4>!Z*U1JC@4A7K%>7%`? M9`5H6-4%$WDP^R0G;&%,?)A'R'C]1X'9"O5\$"M@@X<&Q%6ZY&X1C+X"+M/3 M[58J7P?&55M\1?C,`>2>H>/'@.!_&M!V58F+7:J,EHV/69+)E15:*LVZC55(I3%*DHW.F*1 MTRE,(`40$``1X'BC1:084Q-3JJ8454UT1&O1`BDNBL5RBLGY9_L52<$*H4P> M!*<`,'U#SP.LVQQCQF04V=#IC5,P-0,FVJ\&@009&5,S`2),2E$&AESBE_\` MTQ.;U\>1X'K.*M678B+JN03D3-R-#"XB(]81:IF5,FV'Y&YO+=,RYQ*3_:`G M-X#ZCP.=*`@FYCG0A8E$ZBIEE#I1K-,QUCF$YE3F(B`F5,<1$3#]1$?/`YT8 MJ+;D*FA&L$"$\^A$6;=,A//J(^I2)E`OD2%\^/\`H'_3@=HJ")//HBD3RJ=8 M?5,A?*RGGW5'P`>53^1\F_4?/`Y!*41*(E`1(/L41`!$HB42B)1']!$IA#_Z M#P/[P#@:9V-0=N=>L[MF'K]\XPSE!!E[JF0+]VK2)Q-O[+D.F=$OS&#R<#%$ MH?4!#]>!I?0]\5_UYZ:R1FTBV*\TSUY?"UD#?)*HE<81J"XHO3G4>B=^4#^% M!,9414\^PF'SY"J7T$=G#G53KM5QZYT$["\ZU^)V$V+F(O(^M.N<+?,7K,Y& MY/9E:$C)I6]5B2=/8);V1=%5CT#HKJ%0(0P$#@36>?F$=5+`KT7-8VL$\:(( M/TB8C@&JK:1`Z"*L69.9OT0H=^@NL8#I%**@)HJG]?4GD02QV-=H>FO>!OMU M`XQ]%B";$.L:YB62;OL,W1E7,MY!PRK`NZK<:]/SWQ6F!E@T<$5,HF;XP;!UI=$VN.<-,L/Y6F=JNQ:IR]A<98BWT1C+<*RTRGK,ZOF M[(=9C5FD%#Q#AJU,^;0"+QR*:H"X?*J+JA\IS``344_&:T#<_P`\:1S!OW*J MV^J/:'>5Y'KG.F910Q^!W M2?C:Z:-'C!]$[-]E4$XC*C%T!BI$;MWYNHUHL(LJ\A:6V76C'#EK4X>35%VU MC4CD9-W(>Y$R^3`(+5[ONGW`^I?5QMOL!1-GNP::ME-KF.TH^'R5N)E#(="F M"SV7L>U!2,M=,EG!(^Q18Q$L1`B:XF!$6C94/)TA]PL+=.UVMN2.K/0F]7VT M3MVN=HUBQ;*V:VVB4E9RQV&87K[<'LI.3,VX=RDK*.E2"99PJH<5E/)BCZB7 M@16Z5#F_OKN917*4CM+N;VJ,L5(53-_B5I&&3LC)G%)%`RRC/T,L!`\@H(^P MF-^X0>?P(\;=OGT7J?L])QD@_B9*.UYS4_CI6**J>4C'S/&UE<-)"-(@Y9+G M?LG"95$0(LD<5"AX.4?W`%J;8SK?TGS7EO5Y"VY/RKK3C2Y9$N#3, MNP$"YM%NLM:92,U-2#.`RI%Q:4FG+*J*D^!!))NX]C(D('@`">4=^-UTPQID M/339J^30,8_VTQF[8N89KB9O@/'@I0`. MR'XZ'3.B*H1VE5>A4G!SJ.FT'E;/,0SDK^/5U#*MA:!J<=%!51F=Z5OG38U%2418.A>-&,LX)EP'$E'I* MCX%!8YDSE`"G`P`'@/MI^/9U`M#KJ%U!8*JN)(DFLNOF#/RCE15!L]9L6RCH M,IEKI*-C$R\46Q69GQ@;D)ZD0332(F!2))@4/HOX]_4$45C#J(D=5PX,Y6<'S MGLF9THH8$@`IW(YB^(=5^SGM?UNP:@ZKN M,ZMCKK[M%:Q^K>;?=4:>-@Q_F+^81,YOMGM%F*_D7Q`L&E1M!Z\-,H"+CYF)1=Z[XSM[R,L)'JQ[![A9+U5OV`-A:A5:)F;'>OS':EO4F%NUR?9;R70J M)>*U3+G9ZS)OIK$[^7/D:*CF#B<8HQSUZZ3)]RF8X%X#6>!'39C;3773JDPV M1=ELI0N**;8K8PHT#,S+*=D@E[=*1\I*L(&/85V*F91T^<1L*[7`"("4J3MIOE*P_4(G(.&JGVK8[@2@@'R<":V. M\@5'+%`H^4L?S!;#0\D5&N7RE3Z;-^P3G*G;H=G/UV8292K5C)-492(?HKD( MNBDJ4IP`Q"CY#@9EP#@+"H/Q'JF,,:0AK!;Y]*)F)U=BP%TV8(%;0T`PDYF3=O)!ZB@BBW044 M.JJ4`#]1`-!ZQ=@NMVW%ZO6,<3/\GL,AXXJM8NULI^5<'9@PQ,M*K<)"8B(& M=C4LHTNJM[#&.I:`>M3+1RCI)-=LQ4RS41.1RU2/[%$/`"`@`>OLCE26PIKSG?,59@X^W63$V)7\>4[&F3<5C`O7,UC7*<-E_`^7J3/FFXEOE'"63&3.%=3558W6H3D#*,I%B MRE8.6BE$'J29U$P$)1YDS71,&8GR/F2YO';FI8MI5BOMF;5EH-AL:T%5XMS, M2:<'`L3F>S,L=FT.#=JD'R+J^"%^HAP(G:T=C>/=C\F6'$ZP&/G> M3DF6V6&"87;6.HQEE:U&8?U=VZM$T26&&G'B:;CZ)D*F8%2F.F8IC!$C9/M7 MR_@7)ZKKY0,W:VX(U@Q[LQEF]5G.E*J.9H:HVZ3RLRL,U1J-<)!I5LF0 M]'98N4=/V:,G'2XE>(E;(NC*I%,#>X7,.)K'%1,W!9-H$M$3TS.^F(]:T,=M$*EEO8J[94L, MY7J5BS5FGL]FL4FUCRG6<16ZCU^ASJUCJ MD[DE":G%I,D.\EF82,0@11JY]UT2G"'^<_R*\H4]Q'Y*Q=K!BR1U=R;CC:JQ MZTY'O^:C[$U? M6'N6?R6"]9X?4F=C,"069JM@?$)Y)_C>TXJI5:)%VQ^]ILK:#P5)<+M%&IWT MDZ5^0RRQ3G\*%!R3+K8Z05V_]R1^BE`BWLY-2=E%*-R-`P4M$V"3C532+MLE M&;#,R51VV``(7[4[9-BZ.0Z7Q'$%`#79.OO\?JJ3TC#K]>^'$IEG%OA7;3+R MES;0Z#>+0DG:;5Q+YLD8)%$@I*D(4YTR)G,&V,U]J^4L-[<["P$?1,% M9:TKUHI>!9W,ULI&47P[.T@5J^SG[58;''*8EJL/%14N_7EVBYG# MAXW:,@2'[GY4@FW^-S8MB'75WCW&6S=+6QYD?6S(N0]9V]-?5@:G-P-9PZO% M0$5'V2.%53[JP-G)G)'+SP3[P2@KX-[?(`\%#Q]>`\K@1_VR11<:K[+H.5SM6ZVO^94EW*8* M"HV14QU8R*KI@D1143HD$3!ZE,;R'T`1X$-.D5^]DNHKKJ/8RY#F,(F$1$(_P"\7;%L?K3OECO1 M'7GKUL.W=\R9@8N<:P\8;#8TPI_*1<;:;#7;@A&&O+&08.DZD6+:J.2+*M71 MBN3JII'02,IP)B]8>\K_`+$]2*OLW+8=E<#RTU=3,P!`'"A#D1$_N8H@`AP*A.LOY3>:L[ M;=Z*ZOV_0VHXK8[@2^-'9,@2&P1)ENICW)SF7@8NVU*,;TILU0=MK+&+(DCW M[TSMRX8JLOC27725(%S/@'`K#U/\G_5Z(WNS?IALABBX8`KV*,OYAQBSV)?3 M;2WXZ*RQ-.,J?_=&1XZ`BU93',/9;J3 MDVHU^_XXM]9OU%MD:A,U>Y4R=C+-5K'$N@$6\G!ST,Z>QR0F#W+Y]@#DU[4>K8#P>K).D7LBKB# M&BD@];D%-N[>GID*9TZ03%P[$B+A<3'*`JJ^"B`>YOU$-O\``0QCK!.7LY:* ML4L!_P"'W^4L8=FFVN<:S'["N[0?&5P=47>K90SR,N;JA1LM/,32",FN[S#N)V>$`MO7::DD],"'R M.A1;$1$-=O/QDML3**H1G?AOFA$B[1=-B2J-SF)U#X(])L#96PAL,P=.(]5V M!U%&I2)-5"`B4Z9U$2JB`W_&(V:6!JC.]\.^DFV35%17+ZAZ^GJ/C@2_U2Z2=LM-V>86>*NVS*5S_S?#5>N762 MV$UQI^>+`I!4YA8XNNQC"?NF33RC9E$,+;(%0;?(9B4SDQC-S_4!"*\/^,EG MROTVJ8_@N[K=J$IM(:MF53K4-74(J$K#1)B>'.RK$>RR:BG`1[6#,#*/00$$ MXUJ0J20?$0B90])7\8_+*D*>`_\`-AV%_P`4LPC(YPS/,&.@X:M7;YT_(J!; MLFLH+T7O@ACG,H00'Y3."^A"!P/?Q?LA2I)%I,=UG9)*19%=S* M)I(&1(E*OG%T7&240^0_P"JF9-`%#@1,!.8PAZM[ZSMD6\_K7U#(=G.68#6P M=:[IFFD3-.UXPM2\TTNPZI9DU[;4-6`RW58]A84I1Y(Y-/(RDT99"8S=?E+31\C0MC_G(=>">2#24'*DU<1:LU8EE2_1`A@`0]0T23\57 M7%Q\1IKL.[2IE9,`.=9QLE7"G,Y%P"ZK@GOC5?XA5$RGD/J/L<3>WG]0]A#\ M5[5+[V/6D=Z^T:49,OD$T>OM%!I@O[,R,4R@Z3Q?\[4B;5(B?A+U$4B@3R!? M'@-U86_',UMUYR.EE[#VY_9#4\E1T-.0%>MCK8''MO?5F*L[1BULC>%0O.$+ M,Q:J3O\`'IBY6!+YC%*!"G*3Z"&&Y9_&,T\SAD:YY;R;M;V%3V0[[+O9^RV) MCG7'E8-(3CUN@S/*JQ=5PG"PA7GV;5-,YDVR?S@`G5]U3G4,&OR_B8==)GCI MR[SQV!2"+@Z:B+)WLE!_"S4(!755.7T#P;_H"LL)_C/Z MRV"#UE)FB1W3Q79L#A\(`C,$D'3E)D4KGRD$EZY^+]UHK[Q7O7U6X[C%K=%U\J9VI,XM)R[?'2(MB,&..HPS9!N9N/R**G\"7R`!)+%O3;@CM?Q1_E[?7 M.VY&<;#CK9'=S%N,FTYF*K0L;4L?T79^Z8DB6$*:JXYAY59M-TW#\.+XCMRJ MD=[]RX11;G<'$07]HQ^.?UIYPVZ[2\)9%KN;I>D:DY]P_C7"K,^79:-G*W6+ M7A:*R)+F<3L(S;&EBR$[9%RH%5,8R3-)(%2?-Y.(=/M__&FZT-,.OO:_;7#) ML\PEZQ%0H&;H%?GY,;0TLP87RK,XI.0C8:UUH(F=@2QTI!R<> ME(.&Z;=$ZQ2K)I&;^P"H(F-P+(W0]U[89[W,R[TY`["IS*=SND*AC')$;?:? MDVN:NN692X(WJS/PCZ<$1,HJJ4-NT1*9H9FQ`AT4DRF#V`&3=FGXTO6_I MOB_6ZXXM?;(.)'*F]6J>NUX=6')%?FB!BC-=W84BZ,8]LUI4`P82X1J8F8/5 M1.9-\X$5!.`I@D#6"?B.]12+(S-".V;;F,W.U%VCL!+DFV&M9\RX-Q3F3>BF8%N,!>+!<\!5S9^P$Q M==Y&2@&X2Y9VK+UY\+Y>>2KS!%PJ4Y7*J34B8']3*%4!,W37^.KUL;X]9^K> MTF?(7.4ME#*,#?%;>>"S/-0=<<.*GEF^4B*-'0:#%5)@W3AJRV'U`WL93V.8 M1,;SP/)V^_'\ZIM<>Q#K0UW4KV48C"NUT9MJTRK+V+/C^/DXV7PGBJO77&DF MC:YQ)NV@8*,6^\;KH('(N[66:%`032.14-]$_'(Z297='">"\=R.5;7&W?`V M>\L2BM+VC;V!S%36);MKK"U@7"T1'/I:-0=,,FOU$C@Y2!11`HD`?C\@#<5IG"EUZ_[KLA8JN^RA8!ML!D:# MRXWH\!+-;FVB&+_^W9:),^4.T.Y=`H_`QE/1,C9(`;RE^)%TQ)F$38KS2L44 MBI"FIGZ^@01+\7]4?A1#SZ>1^A0\%\!N3#'XT?6'KG;%;]@2-V9P MW?5HI[7S7C&NU&8Z;;DZ]*%0+,P3:P0-A8R3..FP;$!T"*A%%"`)/<$S&*(* M)[>>ACKSP*QULRU&0^>;WD_:3L@U@U_RE>\I;"WN]6&6IVP]Z<0N3Y-S(V-X MZ>2%J?UMDHU:R"IE73=10JYS*"B`\"5^T'XI'4]7\"YTNF)L1YW8Y$J^&LE6 M&B0-7S;<)A28NT!19Z0J#!"*LIITDFZ=6-LU%)L8WQ++E(00$ACE,'BZV?BM M=668-4-7+QES%>P%5RS:P,T2085]"#ND MNZ=@S;M6IV[]/XC"+?Y&YPC!V8=76OW0-JM&]@W61;,P8;V@HF4,4XS?WFX7 M4,HPUTQMD"9;PUNJ%TI-C@G%6?0\N]CF+Y4K5LP4!9H5-(Y$S?$(6R],M=WV MN.*9N&G,OV?.UNRADJZYRN^3K76JI39"PVS)SEI+21VM5I49$UR`BFR2"2;= ML@B'H4OU$1'@+MZ:R$)E[NJ*FBN@7_S`YU,)')CG4,<^',"G46*)P`WP.5#" MHD'Z`D8H!]`#@/'X&E=DT47&NF?6[AK]\W7PKE-%=EY2#[Q%6C3I%6OE=)=$ M/N"&$G[R'+]?J40^G`7UT-?;_P#AUZ\OM@1*G_QPJ/L"!!(3[C[B1^[$P#Y\ MK&=>XJ#_`.Y01'_7@*._(PR/_P`9]I^N[:!.$M&"9R)MR^/*OV#8>EV60(>1F?\43F/G9WIS?/-,S2,,6%E#2T>5D:2,^C"L5Q?LRQQ$U M3OS.6H'("(%,*OMZ@`^?'`_.]U.UQZ]2]G?7U&:C.-R-F!LLP>3MV.QB_$PEEK6['':SMIIU%X#R[-Y4_E M!MMAR-)9BDI:3:8S)CQ);'Q7HIN5&@3$6=TJJ=-1%R"_R+A^B[U-3E0M76MI M/;Z-0L68QK]PUWQO:R43"D)(5S%]JV4FUSO3N4@S%.HBLQDU`*M+M"*HF24=*%*=9XFN)BE'Z M`%AW@'`.`<"$^]>Y3'2/%]5R8_Q^^R(VL=XDJJ[8M)TU>2K\17\392S'9;5( M/$:_9WBS2+J^*7J9$$69S*NG"(&.DG\BI`C=K1V=V#83)./Z+(:W'QPRR%9Z M37(B3>YEKMOEW#:V:>0VWCVW,("LU59JO4:_$V:+@3K.9!DZ90U6ODP]5.RE<;2>PN0<)S./+X M#I9T+%U49:\8S9UN62^$BS5:99/C+`T:N@`)17G7K`63YU.T9*P=A_(=F2CD MH=*Q7G&E+MLZG$H*.%48M.7GX60D"1R*KQ4Q4`4!(IE3B!?)C>04'^1[C;'$ M_P!-NX\S8*74'TOCW&]9>XT^:"V9ZNTVT=-RCZ=V\R7`D;Q:SW[)K'N](=JUY67FF:HB$9^M`@(=C_>VV06;*,O^5>LCPI`*=-^E M(/M2:$I)E<)F^0OV?N1,$#@H/N(*#Z$```0/R0E!3Z3M\A#Y/K0L?D,"1RIG M,0^;,9E4+[''QZ&3$0-^H^OGP`_IP/Q\8TD.D:-?MGKP)#^9]%HQ3[=NFVCB MG(9(_P#*F?Q_SJ+HB8HF*")2G((&]`,0Q@O:?A'.&Z^3NQ)6/.[68NJ5KBLI M]^3W=LW*0^0QA`JK8RJ/ZJ!P& M=N<_SR6[T-JTC!Q2M8>ZJV7/\E9#_?)3;">B\N5/'4)!M_*PQKV*EH^8D%UO M"8+M5F27DPD<%`H2JX%:?\L@LL'3[=W,:$<=JPS]KV^G$Y!FJ^%6,1NY2MDF M;=,Y2'<*SYV)5`4`Z8M15*(>1`0"QY6%55ZU7EEB$266@XE55--$C=--51@W M.H1-!,I$T"$.(@!"@`%#Z```'`3!T^F<_P";.ZDCE%-$2]MN6CD!,BJ?LDI@ MG7X&YS$7544]E6I$SF-]"',81(`%$"E!W?`TYL2BJYU]SJW;E.9=?#F3D42I MHN'*AE5:3-D3*FW:.&CMP<3F#P1)5-0X_0IRB("`+;_'^KAS%^/XF@)(-\> M0])AV3JYIQKZ1<6F\1*9S0S^9>*`[D1BRJG(7R'D'E\#@LX4'8G%=@B99Q!R]5R+CE\HZCW9)%J(&6@YF-QV\ MN,RU67UBFN]O:2@-=8I36M.2E$\AQ=SEK9+YBC]F6#L)Z!$T8S2B2-5"-FQD M%WC--R94"(@%Y_I(M1+EU+:`3:=5;4LA=;*'!%KS)!)LU;A4VRU4^^021;-2 M_'.?POWX&,4ZBGW/L=18XF5.&@-8&Z9>^SM1<%DTA4/J3U_%/$JBY5<_5#,` M?=-3B06K1DV*B4#I>X&.JY`X%_W&X#R>`<`X'R)A`Y2^AA`Q3")P]?0HE$O@ MIO)@-[']OIX`0^@^?'T\A]<`X!P#@'`UGFE5%##F65G/K]NCC.^*K^P*&+\* M=6E3J^Q4FSU42^@#Y`J*IO\`H0P_M$/#UO?L977?`LI&.47L;)87Q:_CWC

WD=S`V8VPB)(%UA.(/%,VVB:;@1H`@E&%"'F&H"@F4A`.!C@7R<1$+#7` M.`<`X"H.TW4W9W;F.UMI6!+ACJMTN)O^829H;Y$I3.ZQC>+O^L>9,54N\NH5 MU:*LM:J_3K!>%$)"MHK>TS_+HJJ"+=BLDL&E^O[2BJ5C/69Y>Z,KU,OM.<[X MYJN$;+.14M3JU9[4VZT]4]>LA9/@XDB"$188IU#QLE%LBMUW#*/_@/;T]OW>OM^GGZ^.!JK.V:\?:WX8R MCGW*\HZA<:8>HUCR)>95C&O9E\RK-5C'$M*K,8B-1<2,J^^U;&!%N@0ZJR@E M(0!,(!P()8K[<-:BV)**M5E2@0H:1[<")'+=(AA<-E0$?81'PGZ^PAZ M@8Q0S2L+*F[/\V(`/LW3T2UG4.`-?HDN?/FU@$`[T3B(&52*(E2`H>0*)A'] M.!CG5U&HQ>N614$2D_J[M=A+I18C1FT*Y5<;NYZ.9?\`[4YE70B'@HK.`*N< M2_4/4""(1SZXRQK;L5[R62"CQ&4+M)K)(/8P[!-HQ192FG^-%X^6;N/N#.7C MR8=IO`6,9%-,$FZ(D,?V-ZAQ?D6,W3WI8WX39J*IK(XPJ\@)D5R(&%"+RMC^ M2=%,=15$ITCMFAP.GY$52")`*<3`0P4)->?QA]E]F[+ARK4O9;6YE9LFZRUS M:2\5Y,,ARKS`%+OI8`<25S*@PM2?1+"V98:2KQQ#-R/A6=%73;*[NOM)!"*= MSS:@Y89V1:&:R#A-9-FXDBQ_PD5$AP1,8%!*)2B'`]?%/<1L=,[+X?URV+T3 MIVK%DRAE"I4L%[AS9"BREXM6%\$N=IZC)RF4J]N?5I77VF15KN"-#:P>)INK7&*^ MXD6TNF*J'M\;A)`I3J$"PCUZ=L69]N=G[)JQGG5.FZQ9+IF-34/-0RX&36*J19-,'B\" MNSDUT<_Y0&LK3^*9MRH=5&7U/Y8\6W;.)$'&:OJDG+)IIO91>.,W`H)+'40: MHK'%,A#JJ&,%B;@'`05^0XO8&>M&F#^K,XA[88_M3T,>PB-@=NV,",RADE^: M&+-NXPQYEO$+RWP).CL4'3M-!0YTTA$OL0)H80P!MLZW/<[7;,/-;F#=EJT_ MU[K]8P7(92E7POY/,+#([J:F'U]AX1F>."-B&Z*9$TA6(X,IX'XQ$3`R7@5G M/RUD'BO3E?EFX)"S9YZU^<3!5&KMPH>-/=?M"E;*M9!B1DN$DZ;C\JQ7"9B` M9,$P44362"QY22I$IE1(@*ID"5B`*B9<53+BD6*:`F*QES&6,J)`#V$XB81_ M4?/`31U)I%0V@[N$D7IOMQ[-I5P6%312*S9N76O&$UGDNDX*)557DVN;U<$, M0"D,T*(&,)S>`=]P-?9:431Q5DQ98"BDECZYJ*@8Q"%%,EQ7/P?)_P`>X$Y?MCG.F+=27FE&@B8[=J;YA:G( M*H>H@"GL`'4``4,">?R`NHS;'?\`W%I.0-8<2L7ZR6CUGQ\IEA[E,V-(EIDV M%SU6IJIURPK1DHSDWYXJF6F<>L47B#F.<`LX]0*Y;I"(,8_'5THV-T*T,M># M]JJJ6LYA/L[F6RR;M"W)7&/N<&HG5:U`7J(?H2+PK>(L;2LB=J11!@Z60(5P MX;$67.8X/GX"T^WMTNPZ_,ROVZA$3L+?KD^.LLW?.VR+9GL]AIR\6>-8Q!R_ M?`AO[:!1W?$J1K76\M-<6V7.DA-M+*^A'")LJEPS M6(!_)Y'=XS;J).DH68DG!XV"4GG*)D85*:%=#S(?9`(2,J53@*-4ZU1ZM')1 M-7I]=AJI78IN)Q1C(&`C6\1$QZ)CF,H*;./:)IE$1$W@OU'SP(,=;$(SQA@Z MZ:R,;`G9V>I.<\IX(A)9-%5`Y*2A+H9(QG`O$SMTB)R--QMD2)A5OWKG5&.! M7[.-L[5FC!+,&SS6JFQI\EPZ&)[R1 MDTJR+(V3[A8UY$\A*2DJW22(S09(-5E?+@H?HD=&L]+V7J&Z]96<8.HU_P#\ M9J!&E0>D`BZT=!-5X.&DO!4&X&1F(>.0=I&]?WI+E-['\^Q@COK`\;N?R!NT MM!%,Z2C#3S1!J[,<3D!RN8N17I%DD_7T7(FV>D(*GGR4P"4/]?`/@X!P#@'` M.`<`X!P#@:TS0HZ1P[EA5BFNL]2QI>U&:34R)'2KHE6E3-TVQW`"W*N=4``@ MJ`)`,(>WT\\#`M0P\:FZO@+I%\(:[X4`7K=056[S_P#MK6O^Z05'P*J+C_>4 MW_N*(#P)$L_KYR!GBQU>)NS*7[%=L<9,U7-S>5FCPLWEC>'/#-I M;LB6QO4K3-5FF5IV)OY<8^%EW:`D$B"*XC[<"#?X\.^VC.O/78.-\R[AZJ8^ MN;'9#9R=6;269(>O-9^&ELFSDG'VJ!97Y.EV,U9D&*1RQZR\5'G(IN$$O\`-U&47,BJHBBFH=LE+G71`ZK@A0]R ME^IO_0>!TW/.A9IF.F/H= M7T(H`>2"8/KP/"_\V/4T9))5'?W6UW\JR#?X(^^M)%ZDNY.9-!!U'L$G#YFJ MH/4W@.5KW-]6+YT5E'[R8%D78K*-U&\=9UI!5HN@[ M<,7"C$"P M"UR)II.+;BYEG$&FPK;E2:9PQ0]'JS4%DF:_]%8R:O[.!PP?=SU76.(1L$1N M+0W$"NF@N2:7K>2H^**R<-9E\$FM(2-(:-&T0W95]XJX>*'*U:IHB990@&)[ M![TGW+=7\/`$LTCN7B=O#G8(RQU@/95W36$<+*-D[#(1;>OJRL96OND3)&DG M""3$BI1(94#!XX'8)W$=:AXDE@+M?21K:C*0E`M']OY!"K%BHPSK[N64LXT\ M(%&)!!DHX3='<%;KM`!PDR)ST\I6+"?.'HS75$B+E7PFF8QQ`O`AEF#>S45?L&U.V.+E*XM,38 MUUVVKQY>)DK*]AGH5\B9%`D795D2#[ M^"G!L.O6XVN&U4A?HG`V1?[WE<7_`-J_W[&K5"]U!_7"W=G)OZJHZ:7FKUI= MPE--85V9(Z!52`9NH4PE,42\"`WY"!'BO3+OXDP15<.U!,(`V'@+8[BY12'ZL]]GB)E$U3:QY18)* M(OF\:LDI+0"\415%^Z?QB+15(ST#%.*Z9@$`]1$W@!#%MWY"1-DSJ52=EP>/27*WD#2OR(L]/\`;I2,0!L#O$WHR9UT]ZVQ M.Q6Q#G#-;7D5E:[,V[-QIUU%6&?FHUK74:/2:(R(I',DEI%M)1[]-R9RIZI` M%C_?#7S/6;HK7FVZTSN$83,.N.?VV;JNGL!"Y`EL?2Y_\299Q6ZCG2V,Y^!M M$:\30R<+I-0HN&ZH-S(JI"53R`003UT[PXK8"V[%PV7^K0]LNF%,;XAG8A]A M_:D\05EC*W9%N42>'!/+2;MFO)O\G2";EPLNN3T2;B5L42'$X,"Z^=<YSOM`R1E*S9GSYFBW67&%,=46D#+YTR];\L/XV#A)-[)S0M8Q];54BK/ MG3IT[UDW;U@P,KM1B#7W:VDXTR)AB/R?F#. M>358N1U1QSK]C2&>RJ,].W&6OV.4Q:_8-W;-L6RHJK(E*FY-P)5Y]Z\.^[>/ M6S)N`MEM[=(J?C[/E*AV-XQ[4M99R7E:5B[$\I\1'6%J4R)2?(*H!8#UEU?P?J;C"%QE@W$>+\1PR#"*-88_%M-B:A%S]A9QC=B MZFY`L>U1>2KI3X1(DL]47<$;@1/W]2@``DW,G7AV]TS?C=7;;0K;74?&%+W" M;X%;3-/S?CBZ7.PPQ<(XP_L2,<-G43`N(]BX3?/9!PF!#N$UDWOE0I5$0$X0 M7[6-(^[;/NBN2JCN/N'UXS>&(6>QU;K2PI6&.L\FF[8@\ MCIAXFH+!9FBVDDO=LHX;$5$Y`ZN]&G/<+7\H]:>4\M;O:13%]QCM]5\1ZW6& MM:HW&L!3K=E['UFA%"V8L)-2!Y>D/8:D`FO%E*S:*NU$3*JD20)Z`R*8U?\` MR))>/DHISV1:(KL)".=Q*[<^G$TD5ZUE$3-WJK@?[A<&07:(I@5`I/9-4'*O MR%\IIM3JEUS!S_7IT781G996M)2KUK>TE;%(KM3%660.9N<`7(+ M?.FG'G9*-SMC)DX##FFH7Y!:;U9PY[@M9U$/LF223 M4>ONG*-SNDEUEG*IR)V]DN@90BH)"U=* MQ%?;-?+36,L4BL4*=HUUGY.?M=?KESK<["UUK-QD0V6G`D&3%F#PX&5.J`)< M"1NN'=_H%D?%3.8SGMYIQAG,%;FK/1\G4MKLSCN?J!;?1WA6,Q8L86][(PRU MXQ=:6JJ$M!27VJ*YXYX1)TDB\0=()`J#\CW=30S:WKG;X/Q/MUAC,%PN.S6` M8YM1<#95Q;D7)$FV3MIFDN>%K1;S$QSIQ#MY`'(??O&C$JQ$P7533,)R@UKH MXW-S!NOJ-?+CG`[-:\XAV:S3KRHX1J5;HLB>'Q=(1+6#0L56IUMO=1C;&RBY M))%Y_%S$E'J*D$4'"Q/"A@Q#J,&,1V;[N6,<\;@*/9Y/OEX=-C]HNR5E,!89 M<.Y151-$J"R4U+E=^H@H8YE&ZBIRE%;R<'B<#!LGI"MC7(:)4D%S+4:V)%0= M)BJV6%2`D"`DX2!!T*B"@CX.7XU/)1$/4WZ""N>@A==QTX]?QW)`253P6T:_ M&`+%*1-E9[(S0*4JX`<"`@@7P'@"^/\`;^WQP)QX_P`I7:>VLV3P_-G@AI6- M\;ZWW.BE9I$+/E<916S7'VW^;5*[4.JS^]QNV%F!D4_7RK^]0!\$"3G`.`L_ MN%?O8CKGV(F8N-8R\M"#B.%]D=3LS8=Q%D2@XJRUA.VES7B6U9=@Y6B95LV* M[>9]6(VL9*QLI#VNOS6,DS)J.5731R1?T61,!"^`WQK!@;(&#*M8TLK[(Y4V MAR5=+$]LEGOV1DH*N0S(5'3TT76\<8RI[-C3\;5"&8.2(D:-"K+N5""LY<+' M$OH&MM-JS?(>];RV*[X\LV-T<@[[A=VUIW8H>7JOC_)>>=JXS3+9 M>HP-P6I,+MQ@R[/+<3'M@=,69JFZ>RJ#R.9_%/HG8IIOG!FQB'5.];!^@-U6 MY3RIF[KDTPRQFV,4[WK_0)ZWINXUG$+R+UQ$IIL[&,9'MF;%FG;(M)"43 M(BDFD";P/4H!XX$+M<%##W_=EZ:JCL#%TGT7%JF'Q*LC-0E\L"H90ZWETU72 M=*&^)-`004!14R@"<"#P'G\`X!P#@'`.`<`X!P,'R<8A,;9".HFHJ0M'MACI M))"LJH0L#("9--$I3&54.`>`*`")A^GC@:DTT7;NM0=57#232FVRNN&$#(S" M"Q'",HF.,ZQZR":Z;9F18CSQ\@&!%(!]O/H7_:`23X"=,8Z>X,W&U!ROAS., M?8'=)8]@.X.4(;^UKQ-T"Q4F\T#;M"CA&/NLT9RI:+`W7G MY9\K(RB[@7JAQ7%9<_O_`%0/P)0Y[OLGB3L-@(.K;7ZX:8OL[ZIZ(8IJ2V9M M97^?GN<\G3>6-DVE5IU&7BK[C2+HDBP%THBX;NW:PRAWR#DI4R1ZA^!W9&I] MD.',N[GVFK;O:[OYJ%N6F\19(E700L-"2A\J*UG'R2[229YR.\1D8*NR952@ MH\EB'7*D*WVB'],P:_TRC=K'FRFX^N;+M;P/7<\$V=R3:W^(Y;27&\M=\@P- M:H^*8VC&>1ZK7NN^O9/OM M"O.0F?=KG6LW')U+QQ7<5&M;B%HV[C1JZG:!19*2K#&VVF.C$$)!0'GD`5(L MH51?V(8-N:'8WW,N&,LRS^-=L<;XNI3S>3?S^&ITO=AAV[+<[,C=1G*7 M5;,E04GR.W3=VO\`(M&)N2)NTTBK"5`#*!XFMCN;A8W1>-LUA@[]D*)T8[(5 M)22K#&KU8]SFH?,>N;.6E(RO1YT64&ZF)5/RX1:*((-'BAB*&``$`#`L-X[W M0D.HG%=C:;RXYK,/9>MNE/*?1)?5FJBG$@IK#'KMZX_L+C);V3L)&"!B(.'" M+$JJ@D.L5'P#(T3,5 M)-N#A.2?%7.9(B`'.B`!X`P`&I93"F]=?Z77-KL.^C>3K$-UF*3LMC]+4+'* M$A(UY#6)9^^IS^>=70)8%OXD2L#O2)MG8`0ZPE!4P>@2?V=4GI7'&Z*V/[/` M5J:L>N'7PSJD_9X\;'#560L.2\DQK"64KS[X&TJLP2D$G3)!1R0'3\J9%%$0 M_J<"$<=ES->RNOZ^:VG9K8L^X?P_V(ZXZ^Y0Q?+:.8@P_*R&1L<;O81K\M$/ M+1#R=BD&<(*LC'33!]%@54[$R!55$%S.$T0<]AV2=.NQ3>./,=L9E$X$T<^( MB;DZSE)W(R>UR[G[A$':R;4%$441*3XD3>`]_!@4]A".??Z`!TW=@"@G23,V MP>L\2,L`&2%=E;*PZ03.F8IR*E661*02'`2*>WJ8!*(\#*-H4CN]N>F-0':+ M,4LU9]>&33%JU.Z\:&9V(9HV*HQOC@-Z%`B M_55O:!X1.P_#KW<7J<6J$B*9EX\K5^V?&"*$KTP1#AL5YX`03'X/"@@G[CP. M'?L7A\R=32Z3-=R\'L+8?<*MP53^U;K::;=?R*JA"I+I%0%'S[@[)?>\#\@!W8HY%D:L3>C-`BQ8F=J,1@:9C'(T9`J*'=&4`DG)1Q M@=N"$$J9553>A?'U$,Y_*!>_8]*6VYCR$['-G+C#<>Z/`LTG:KDDCFBA,T&4 MF*QDTVD&X?+(@[6$Y/5(!*`B)O400WUV9PSSDS?_`*%LOY$H6(\ZM+1I-D>O MO,VXLC*-#[!*/7J&P-!/(95JY;=`6E&DX;CZXNQ<.DXY:$=KNI-R@FYE3II- MPOR<`X!P-:2.%L.S&38?-+F8)84S^C4BO[0$BH%$0,$0+KTOTC).2<1YC MR#OIV36S*>!%+0XPS>'F>L:1DKCEY>X0E:OKZOMJ[@J%AOO+I70,P?'OT6XX_JT7LCE:HWFMU:'ODC19* MT/(9C7,9TE__`"\BMCJ-*99RZ<$]2''T]S`>VHUD@8VNUU@C*S]@>6&^#7T(*%C%E4`D96:/*` MU0;@HG\ZJQ4S&`AC<"#.O-_Q3V(]G75O;,;]6K[`."Z9K+M3ERYS]ZQIK:YH M%]QGD:D0V-\=3:JN+I6PM7I:SE"KJ1:<3,(MW[!X^!4&3<2J&*$VML]7A;]M MVO5,U!P;U_U"TVCK\V$F[JWV(P&E8:+/0M,SK@=O6EH&HXR7J,E*7BNRLW\" M3QXX(C'0TB]%#Y%#F1,"E.[JAQ+GJ+WH<9RUCT[QCL;K/NCA7"E;RMI]A^NP M<5;:Y/L,1Y3BBRCJ5;N1D/MH>,AV[Q^_7_>N[.W(NY/ M^]0/81X"F>IE/[;>/O8:*?YP,.5@Q?8BBJ_7.X=>AN^BB/LT`YG8HM+!N&)?Y0XI^I'`J.3`F M4#CY0*4?4!\B(2`R)FU6F9-QSBFO8]LV1;+=XJT6^=_MR6IT.W)U5U/4I&QQ$.QKGG6O;*8+6,*K=5A9JP\23,8"F51*102D]O4`A-W3G M<)]8FUBS13XG*%G1-JK/BU3&5;@XN=>98L%FUX1JD+5<[ MSE_F9Z.EXRQN159U^'8ILQ<-7AU703^T>MV2KSK10;-E2$R!7K$^.!+3@?F5[79'JN M']IM]++EG:)MD/`L)VF[!3&<.G_(N:+`K(RC5!PQ'X#J)`0Y@6YKN0K#\B+L M8;Q[E59M.:%:>!K3259XYTSU),DXUV]=+XMJJJ M[IU'(N':+!PNJ<3'1(JJ5(PB4#&`/(A)W@0$TM9QY\);%1Z4:DFW5V]WU1>J M++':ISBSS97+"KQZX4_D3JLRG%P+8QO=MX*A[E*F40'@5S.A=LWB?QO-W'MI M3/&Q,B][`9)T9NM,RB*,8?%I(]PJP0(NLHBS159J`!&2IDC>@JF/\QUC<#5' M>*[?2N1L21]7Q9G/.-U9X@ZS\E1KO6+'M^RCDG'DI2);>F33O+>)B6[2/5-K0G&UN0CS,I.24;@H*[4PK&^,B7J"(>Q':*N MV_=#/V:-,,\9"FIS*4CFB@Q&2=86=LG(I9A+;2Z>`Q)(Y5H$[&%K%3ME1I4C M\,H@J^CUUFQ&ITSF?F!(+4,^QFC.M%I*"E46SI`.3K&E_^$_9;%KO)5@B,N1=KL+K.D[DU1+%H-B.UW8>SA0A6 MZ3HRH&(F)!`H!4%R5DO)'8KDCK^ZUMDL90,/J]J_2,38UK]\I%KEV60)^^V[ MJT7RY"R<^[:2YG(Q4?-0C*:3^!H@Q(R9F;.%E?++?QTP=K.(Y/JIG6[%^Y,N*Z[-'4IR5J\<&$?N#*J(D*<_G]QA$?/UX&A\ M_.4V^!=FW[]%Z6$CM/\`K=GRK)(GA8YW(1F3\D2`K-GZ(%$\8B6.:E>,$Q.4 M4/9,/JL(""Y-)$J@3K!W1\]D)&?_C&L&ZM3B([!-:EV4I'(RDW M<6[0AX`S%F10ROR"5L8#>ZPF<+`_[$D5/'A(/WB(`7R`=C94KB9V5Z1G@2#!)0UEVHJH.RJ*@G;E+BG:C=[7N'<.'3ADFBFN6LXGC@; M%)]H"K9?'D\W>5ZQBPI39VX43?(+HIMTE5")F7*B'`JN]8.>+QL=VW=)V; MK/CVH8_L-QZWMAV=A#!>'K7B_&4E287(.U-1K\(%4BWBV.JY5*K.PC)0IXQL MWCCRLDFJQ;<-/\`(.:ZX^QI MG2A6C.6/M=6&*E\UY@P*Y=*PE[K>,WV8HV2I;:X5LDBC.-VKD$R2B,>LT]_= M5,I@K(=8VB^C/8UDW#XSF4,QWN"S#DBV3V);#7[9`XFJ-"AV[J55DRR+1`7 M[Q4$S>Z92`ZR%_',ZI[._;WQG'[%7:BV>FP:5;JI]T=CY;'81CA%1^SM=>DV M.2T[7(&GX^0(;PM-.XL4?4[=LD)C'.$6=K>G3HIUYQGFYWD:Q9XKUEP]@6X9 MRL%.HNZ^<[1G>JXSKJ"B#W*%.Q59,KR_\FA#.UB)-G#V,88VARV9<>5;)=TOM?P MM++4YB?+\+/.E(*'D1?R4$FW*H5OL M67L",2&W.VR$2!5%/F6*,>SS8V;E!PX,=57U`HJK*J'.(F,(\!<7:7U%:#Z3 MXQU1-G,/82KV/C(JQ7S%V,V>9M89V2RXO2#.D[=D:`BG,<+(8>OH/ M)HQW)UF[9HU&6@'L]2VZR!F=E:*%;G27.W4.541"ZMB@2#BW&HI(@V M3&@4X4VY69HX&Y!KL<)$0CS.'9F()%_;\(JJBEX]? MR+*4>Y)MB`HX/5+$1!,3BD!UC1#PJ1!4!9N*8&.(![?(GX_7V+^H`J;H#?-Y M#IRT'VL%E4G;-V^2,S=+-C*H$,I\J2!R)JE3 M5*=,H:^V-I^=;5V`90L.L\=B*V9+P7CK1;-DMA;(]RLE&;9VK*=BWAICZ%6M ME9D9`M+L-7+*$?UR5EH"9B"R;<$'"'HJ9=`)X:WXIRV\REE#:+8^KTBG9;R# M!5C&5&QY3[*.0VN(,+TQQ(2Y*ZID=Q5J>O8+!D"[S#N;F"MV*+%`J;!LF*QF MAEU`RW5O&%TQ:?8UG:(UC"5ZZ;293R5C"#CUXA=!A1KLRJLF^?'-$AY2=6W( M_P#<$ZNDZ$7:2TJ8A_!0(4`B)WE&5)U5;="@FDJX&LX_(W(LF58GSGS'CHB) M_@.HF#@Z2A@,5/\`>)S```101^,P;'[&]B=@-;Z!C2X8=7PW#U2=R]BG'V6; M=D`]FLF0*97LEY-IM$8S6),.P;5BCE^?^>>5(M%J3$6Y*GX50!<2'*0)K8BQ MG"8:QE2<7UY]-RT72H!E"DF[-*.INS6%XD4596R629>J*.I2Q6.567?/G!Q\ MJNG"A@``$``-C<#\K[:/!%DVRWB[X\`OA=!#&-CNG#KZ;14J[ MF&IL`PSU5V\;LVRB4C*S,W*S$8DFQ6<(F:0LL]69H*&,"RJ*!3JE(J8Y"AJ/ M!Q4?_P!XAWO,D82G_P#'/J2#E,XG$5%AR;D3T51_<9,J:;"F]3>!'SX'].!K'1A,R6DNG:1UBN3IZL:^)G<$(1,BYB8EJ)3+$33_ M`&$*J(>P`7Z``_3@2FX$%M,'[8<0[`?:0+R,)%;>;RH'8.&[$@R3@NQ^4'Z[ M]J5LNJ9PVEE70J$,X!-8PG$!*!/0P@CK\9''M:V(Z0T7:DV3-%XN5LQ]CC%+^SYJS%=\MS#''>*'UQDZ34H-:W23Q*%B(N2OTHN* M:!">ZCGZCX*4`#2FUW45HYNKE6Q9IV$Q]<;3D.SXACL%2,M#Y:R73VA<8,7E MN?.*RA"U:SQ4/]K,+W1V9V*B"@F,5,Z?QJ`F+ M42RY`FK^]N&V[`93--VV)CJ76]P,_52@TO->0V]H;6O(F/Z[6[K%FI=AD$KM M+E*JP72!$D@J1,"I^A"!F%/Z<.M6I6>,R"YU0QWD#*T;=F>2AS+ETDKE?,$I MD".MDY=V%RG%:.F[3&V7V1R2 M]D-KHNS2%EOEI3&K;R;@5.'@W>49]O9@;#J'4]UWT.Q0-TJ>K..HJ^5AE2&<%?Q+-R%WCSXZQ6_PI4)$E MFE9=]*+R\=C225C5G2JBBS_PFN[,NX1153"/$=T:ZCUZ^EN=2R;N76HUSA3) M>`9RF?\`,#.ULAY7&V3Y*F/INN,9?(%PMUMIT*1"GD0%E!R$:V<`HDHJ4RS- MHHD#,I3`F-YC7YYK$]C9%3$3_$*F#7$.,U)J2I\=JT_^Q3QIK$X<+3*C\U;_ M`*0O3K&="I_5$XJ?NX$06?59J^FK(K3%CVCN`SAL<)61"Y;A;+6%A:8C$DV\ ML6/*U98MWDW^,FJU6YB1<+),UD3)*?.-MV%XLPE!R_"-3'7>R*IN M3&2(4[IO(1+ADQ.=;^F0DF\23;"(^/`+>0$!\#P,;V$3BO\`//1(Z7E3$>-\ MU9#3C4R/5SOI9)YUXY_;KC\3%<`?-"F,BHY4$BB)"B`F$I3"/`^M%:8EF#$['?.LOTI![+(Q23B13U4VG(F@W]UVI9!U(J*B1) ML'N"AC_5,P!XX"HNC$9)'8S++R:DDIJ=R+H;K+EF>?1[=S)1#:5OFY78U<#M MV-J,Y=F>-'J%M*X;IO5G+U4@F$JOHB8A0LY*))K)G263(JDH42*)J$*=,Y#! MX,4Y#`)3%$/U`0\M&QUOMSJI*"W+[`Q/@*IA>Y[1&V$GW-"L> M=LEQ59=S\5,V+&>I>S]^K#6P560"*LM9"R5;$LG"JST'(?TW*)5Q!(0$1-X^ MO`\0G=UH=_*-H1T^V6CIAQ*)PYXR1TNVR:O&;Y8%Q23>HFP\(HE4(V.+ M*G_:4"@4`#R8Q?)?8/`D.\31F*>.FD@UVF:%9F4(L^=::;--(X%$$G"SH@.W M>,T"`#1-L<3F'PG]/VF-]?`>"U[X]$WQTDV4-MH[.JNF@0J&FVQ)_(*MR+IK M`;^PP(=,QU2I>I1%3Y3`'KX_=P..H=\FD%_NJ&-*-4-S;CDIS6I:YH8^JFDN MR-FN"E.@I2/@IFUDA(&@R+D]?C)Z6:LEW0>4T73E(AQ#Y""8-SY"[>M*,7:C MQVZUSM.18O#;W*<[A%['#B+(`Y4K&6*I*VZ&MM#N6)SPB=XJ=BJCVBR?\B@^ M:(F:I-P4-^PZ9C`R"M3["UUR`M,4#H(NRPD5/QH/6RK)X#"88H2+,';-<"K- M'0-W)?D2.`&3/Y*/U#@>WP*GFB.D&3ME-X=L]B4=IGV.\9:>=V>T5YJ6#8[` M%`DK%/6Y]2JU`Y14=Y]EQ:WEA4,KU*Z$C'L0P(JP(E&MG!A.^224;A/_`'DZ M<+7M=N]5-[L2;Z9UTYRG6-=RZZ*CB&JU*76?U,MNL-O67_F;"[(9JWD75@,1 MXU,V6*J+5!1-1$Q#>X5R<+?D$XVZ9LTY^TBR-FW-W:E@VA6C$,1@O82O73&L MB6FTQOB.`_NZBPRRF(9H[;>4DCE!X'=YWG4K(F)=4M&FU!=-NIV# MX#!53[OQZ2=@53(+)-158JRR5?.BW.8J0@F50Q16/X*F!C&*`A5R[!.Y-#>O M)&E58QYM?@]Q@[)W97J^V0U(IM!//96IF*,M97SQDJR1P"SN-XFTD' MBE>K`*1\(T*W8.'3QP=X?@?H#.G+=DV.WT=B+O![4=8L2X,SGM?@?%%,T:V9NT)MM@]%[C:!V#B9K M)^#:]*5G%-AL40D]ON,(5^99O,2?P!$O)5$B+(ZHMU%C`MKOIUTC]".N,FH[ MSMKS9LB:ISN"ZG4M+\B1>`EBUNFM+*[LEW M]?1$X@`F3`!$`'Z[P/)GR'4@II-/P*AXB2(F!A`I?3"(`` M>P_KY#@*?Z%W)'/4+HP!7ZLF9EB9[%KO%6J+0QW<3>+;&O$"IMR)HJD8NFIV MX*AY%;XO2I\=9*P58YA2^T( M!D4`FK@?:#7O9VF1%_P'EZD9/JTV9VFQ>5R72,_*X8*+)/F4C`/BL[#"R+,R M!Q5;/&K=PF4/8Q`*("(0F[LP1'J\VO!=%^LF-?QZ'_V8J*#U!3_,6._A>HK$ M*=5/[!;U7,*93J@5,?0IC^H"&&[;LL*M^P31J6QC38G(>^1+4A_,1:CR>EW5 M!TE=QL]!9DR1?V973JNT.`K[N02_M5XZ39NY.WJE9,3+`YDR"#@^`<"D=@/0 MA#,>U?:KLKB;L1?:%;"2^^F[6KV)<24AI3JO>T[ M%$6D;29@Y1J3SKORDQHK.NLJA`[S;20U<3JEUM.1J^M"IS=<"N5V]]MF3],MRM)]7=?+MB^;ON6 MW2,Q=<%*X]G\FY4R.M9\GXYQSCB@(#%S==CL705VAYVUR3>?,XKT]]F^R&\>ZO:-@W++=J_QGJ5FIU1\53<9BN-QX@PAFMGL5.91$Z_ M)D&XR4[8IDM+=20I"GX;)G,J=5>S/KXP=?K'BW,.Y.O&-LB5%^ MPBK-3KADZM0D]!RLI&LYB/BI!B\>IJ(2;N+D$5R-Q_K"10!]?UX$B\*YYPQL M?1FV3,#9-IF6\?/)&3B6MQHNW;K%QA=;7CK(N\VN%'NE'L$M5+5`VG(\-".8:RP$BK$3D$X6D%$&: MDI#RB"C=TBDH(IXFX MKTW2YF)2GHNRL7X>$U8E[#KDR/&ZLBV12!=51JU7C$W:@II&*(E]/SS57KK7Y MS$TC31R%'9`B'Z% MU*N7=<8AOI@)L\MTE'1=;:R-A?Q2\JI+N4&D9(()R<4T,2O/G#@"I2IP)&&$ MJGA?PDIZ!'7,_95BG8#4S=>[UUVZPY)=?N^F.L-96G+S49?)<95GV#ML,2/$ MLJEI]-7BY:\U:6@FH2R,5&NR/CIE%O\`*"P<#QNH_>C9K;S:3>&H9:SQAS+V M)<+Q6*W.*V&,]<\SZ]S<,GD6WYA,U6NL)G>$AKLO+_VG3&!3B@=]#J_(4S1R ML]66_Z"*R2!_P#BEF9*-6SM^!X:#5:LA,Z!Z;^BV(U$X?H'`C/TUU@V,\E8FQPNJF M_6;='756^1?HMW*()(L[7M+,<['Y&K>YR.<#8H+ MG_-=BQUM!E>Z6VQ5A69CI)K4HBYXWLC"LR!5G+AT=&-0423:I)HNS@T:6SWU M#M7#=@GT,:KR)ILGSMW3?*VOQ$/#YT9-1!64)7#)MY%J)TOF(W55(U.J!?D` MOJ8X==/:;J81CUUE^@O4QFV0,NDN>2O6"#HMUXQPI&MVCI\&,GA3+JB8!.1$ MS@`4\&-[&`IQ#WX/;[K"6!1*%Z!=)E8_YXTL`@]LF`U+%/*A+HQ;15I7'>OK MR2<,BN'YSBND=R@9-)10YOB(!Q#V8?:#KT8E0E([H&Z^H*2=$!!1&3O>*".X M5!L#=T#RP1T1J#/351;IR"R"`G>LFKDRRGH!#"4Y2@S?JIVCUAO.[4S@W$G5 M9K=IQ>!UHL^3EL\8$-171Q?\`RL;KYA&R.7:LA;63M\W+\Z3= M6/(58GR$_IAD'*!K_ M`&6L5S(DW3;3!2DU7;2K6F2<=(+5^2BTI!J4IUDC+D^80B#0>\K)4!1JI'R? M8KT)HFAJ'7FJD=_/[@3#_<1LUGO:?5%MFSK;TP93V)%L+53+6!;C,V7+\#9,?I MKWG)U!L%UR8O'*,Y*[1CY4$R/IA),KM,QS-Q.5`H*Q[F>ES#/6ELTXQ#CW9A M.;J4=J]3]@##G1TWB+_<[58LL6'&X8HQE%8[I\N2U6>49UMQ*M@=-XQLU:)N M#.'0%;@=8&L]V_0/CG4>7UVWSTNQG%5G5*,LF$$\[8DL5ZMTW;(ZYY!RQ58: MM*5BL71&8>K5:;5LK.-=QB3Q1VU<"E5IOY4+]JNDL%2%51.`@("%)'HRU8WH[/*)<]IG?;'GO!6:=3) M2RZ'X_<0^)L9Y"&"PBE$XQN3IBP?3[^.5:DG'<6T2,()?>IJ11%/O5`443`/ M)[J.D&SZJTXO:5M#V/9CV@RM5\PZUU2P3K[6[&;&13K?]\UJM%FUH(]S6I]B M6JE7:*"UCI%)JQDG!4D':_HH8#@Z7\=:[3V!D\LZ"9#P/M#C>UVJ:R_O5C.] M9[K>)Z;'7#`=QNV/<;58K6BXON,W%8VF74M\RI(1BQ0ADD45CM%!3$B90E)U M3G;H=CO?=%IN4%5T=P,!RJJ*#D%P12F==H@Z1CE$ZRJ2IEFBI#@)_4#I"4I$ MP*)>`^O@=&43*K&2*1U`2(HQ=IF5$"""93MU"F4$%/V"!`'S^[Z?3Z\!1?02 MB5'J"TD`D>YC2+4&XO"-W::"*JQ'^6\A/2214VSZ12(VF"N`=HA\OM\*Y?8B M1O*1`F%178!O9LHP%&3]C:S:AO2N!24&%\!D3<%N=%-<"?$G+`/J90@F]CHB MF(``%$1#(,_;HZOZN3U,JN>Y2%6I MW4'M%7F\?LD)*6E7[18DS:YD[4%%W*J!ON M'BIE!)Y-XX#*8'#&*ZOE3(6;Z]1:_$9:RO7Z-5LC7UDS^*P7"OXT_N$*)&33 MKW$KA"M$M3\K<0*4_HOZG$Q4TP(&S>`<#\M'LTPY@O8G8+LPQQ3M=\N2^\>. M^SG+6<\PY[HM,L64*%A'0)&A0L%,RU\C8"<<%D6D=>3*SXI(0AG33V,D9XF' MA`P7T.C[`L'K3U:ZDXD@;MC7)3>'I,S-.\@XBLZ]OQ];KS%"+10C)-LW1*VYGD,X72^7U;$T%ER>6I^$*7` MRQ:I#1-MDF%5A&5CGKBS(^?+%.\(1---J9(5%%`"JKM;K_M[NQN[TAW2]02F M\+2;IF/MJ,ON(S%N,M=+=B3&#[*V*X&Q/WN3,;RM7N+BB4MW:2S<2Q"0?KH/ MFZHBDLFZ5.D&@^L?(N8&?Y$&6Z3#YQS>U+(%3@JS5*'BG,UUQ90 M+4I`8[LJ=*FHR'LUC78*C+@V<%D2IKIA(()).W;TZX.LMC6(D['D1,\>X%2) M_*$U\<)N57[!=J9Z-!P"LH:-49-E4$&Y?N52N&GCYON5%OG.58ZH@&O.PKL( M3UUQ[M;KQ@/9&4P!NK=NQJFN:%%8[I9LG71;#]XN^NF-<@W9Y4GU/LU69,CE MO[U)JU=F8N).08I_:*'<''V#:3?5O7S1]'V)O+59_79F(FRV9LH_*JBJ28F(9,A@C18MS726# M>I3KYT]V?L6"[U6LAXDUGVXIM5J\1D*U46BOL`W>S4;&]H?7FE2,26,WEA7KIJ=)6OKH8]T M\642CRI/Y)J+S^/9<&RUHV*/@8RL M'2=?<-6Y6[H3%,44C`8`>GCB2E![2MK84TA)N8A+3#3>739.E&KB.C7KO*^W M;'XXOXV0.XT'*4>959)1P)7"AOJ>5G)EA M.4GEHS@57<@@4QOI[NV"*J10#ZB)P`/KXX&L=@)%XUMW1&*3YXV2?[(L&SO[ M`K,T4Z^?KTV6,5%VBP;N8XQ5P`Y$#(&*DG[F,F(``&*#GN`NSMU8#)=6W84S M`[U/Y-.]@U#*,#-R.")ML9V)RH83NO\`MR-@31'YS&$`*A[CY`?J`)T_)6MC MVL=.&%)VO$AGT@\RI@N)B%:^X%>MBI:\+9,KK9:$F2NC+MHUT$P"4<\*L8!. ML@*AQ2,<1!A.JL5(T?L>>XU=0,17DJQT^:+Q:L/%%:';03^LYIV8@7$"P<-U M#**1,<'])`!]T_1,!3,'[O(.5X!P#@42])+MK4EA[)<9.3?"]5DMZ8Y&-!@V4244%P5!J"*WR M?4`$Q0YU,LZ>3+LR;J-_(.<-Y(S)1*PK=AT\S0>.DVIGG_(ZE2*PUQK0._4DL"Z:2L-T&M8J%:["8 M79.VX0RK_9CK<7;5AMA3E,;P5JQ8ZR4VJPD`Q`!NG9F=9/KBW\4;E`S@FEVT!T2BX,T*94N$[L)`,Z(9,[QSNM^`)J=F=.]8Y>3F9'#N.9"0D)%_A:E/7;Y MS(.*V=PZ<.'2YU#*G,)SF,)A$1$1X'5WZZL<)[8XNHT3CS%&L--R9B;,E$S5 M3EL@X"J]LQM=UZ:22CYK%658&$3@925QOD:LS#F.?@FJN9FH+=ZDW6<,T"@$ M,?QUX5:EX_[,,FPLPO3EWTI.P\7%IJ'0* MFL?[42*&5.83>`A[NMV(_C6;6UW/5FR+M1AQ3,^6-5\AZH.2K5EF!Q M;/C(3_\`&TYF]QX_A5I:%LRG\C%.E6_N5T'H1P5(YRB"A-H>\+6/:+K.2NE`>9&PI%4A=\[< MQJU?C[*R=M@8-TW9%RB%G(WY'?2::YRPY?\M9%S'ER[QI[BSCZFE'N8^LQS!I$L2.X4L@9S()/_ M`+IE%K4[<;;/OOD!E!UJM1CJ9G9=X*1%%`:1L8R M564$I3"!"#].`GUE^0YTR6`S.-8[V8V^><9O#LOOJSD^):>$S+M01>R4K2(^ M,BG3I=(2((NG#=5<1**8"4Y#"%<3\8WM#T`TJU/V7I>S^S&/\.6:_;FY!NU0 MCK,UGR.YJDN:!CIG'V4Z<-"3"#&)=O63A%NHLZ,"JJ9TT_(IF$P2&_)#[:NM M/:_JQR[@7`6V6/LLYFLF0,*R=+I5-3MSJ0?#7[_"6:9D5U!K)(]&';T]B]6* MNY70;**&1!-0ZJB*:@68NO?3C#&K>&JM8**A>K1DS*F-<4/,K9DS#D&WY6S! MD%:!J#9.`8V&YW64DWK&OUI*2<$CH6-(PA8X%E!;M$C**&.$%>KM(B?9_P!^ M@BY26<'V7U2$R9%@]TFQM:6JC<3M`2_HA\BJJ?R_*;YC)&_802>3@^?@=*22 M47CI!%$X)JK,G221S$%0I%%$%"$.)`^IP*80'Q_KP$]_C\2ZTUT]:3N7+AZY M=,J;D"O.U7ZAU%_NZEFC)-5=$("IU%4&B;B%,5!$X^R*(%3$`$O@`W=8\QXP MP'NAMKE+-5_J.+<:U33K4.2GK;R!L?E^[5O^R<"Y,H&MF5?6M0M/,,Z_Y M0O\`'90R32XZRO;[>X:.-%0L_;;G=+'>)Q:&9*MFKLL6U?6,S=%5R07CDB0+ M.3'<**',$=>\<'(=3^ZZS-P9HZ9XOC9!NY*X1:G16C;W47Z:A%G"R"8'*9M] M"^PF./[2E.80(8&N<".4EM!C2&VIK>H,LK(1^4KCAF3S;4U71&:<'8:]!VA: ML3"_7L429+[Q9'[<$P9&]P.(@8I0D;P/S+ML2&3J*B ML.S8EN9G_P!FV,8SYLS^))Z(O"+CP,*QO#Q"'Y&NSLNV2,G).>J#7O[XPE+X M77<;)9&;++%,LJ58"@P@V!/Z)#HF$@^YBJ%\&!Z7`.`<`X!P#@'`.`<#!LGJ M$2QKD-502%33HUM4.8_R"0I"0$@8PG!$#*B0"A]?4!-X_3Z\"/?7RT;L-"M) M&;6/;1+=MJ-K>DE&,RF*TCREP[3?^S;%,HJ<$6X_M+Y.8?`?41'Z\"7O`@+H MPJNWIVV"2IY!PO'[R;AG*205*N)4W>3I2::(,_!%`)'@UD4_B()!$H#X$!_4 M04#^)Z8G_CNSL!$ETBF[`-EU2I^/:,2(+''*":$&N8H+.8M(C<`]U?Z@KBIY M^GC@,HWORC2M=]G=&MBP1Z,B-!7!)TLU*@'Q*%]P$?`A![J\R+'9:VAUX5JE$S3$1&".K)[AG(,W MD?`68<.Q,!E*0SOBV55HYG^4L>4E*5GW,+61?D28+OD/MR',4$?4PJ@U+*O7 MCJYEO9_7W<:8HR=;V$UPL]KM%1OM'2A:Y(VQ6YU)2E3<5DXZ<*Y7O$4,(<"M MON%".FAR!\*Y"BKTRS;NONWZ1&*\'K*C)/4B M.VBI6:BT^DH\3$@)I)K*@)%//@1!4_8'UG[);;]GVVN9<%,PR2C3,]3F6\)..VTU#Q[TC4S=-=A+,48]55LV(=TH# MW]1G:ME9=:MLK]4L=9B;#V$=K]G>53($4T9WRF0]EL&]\JO%VE-F,TQB[5#V M)9!F^12=%]%3G1^41(=,X5P=.-,]IX3<&A[KL*[M3/8-8;BXOS\ABO%VA4A' MQ]VB*%"YPQY`V1AD->X082[U"B6L4G$ND1PUGCSSAR].BLW;`N#^]:(LSO8G M\>"RD//M$!ZR]K([["T-21GY"W MP2EVIRHJE>I.4P34=QY1,?T6-Z\",%NV6UOB-<\T4I//N%Y&51Z`-<:O&Q;; M(5-4?S=J@8_/S)>JQGWTU'-'ML.JX0*G"+"G)*J+D`J)`,8!#WL@/K#C?7K= M*MDU\['RQ>YF]6.,_P`A;`XW@+P[<4V2O5KV(ED1.5H&E^R M"BAB+@V.!TL3VE5`2K"Y:`40<$+_`/C`\_IX'SZB"I>_.BM\G=6>E^.EG:L. MYO6W_7O3(X0BD)%J@]M51Z\L*Q,=[,UF*KY*/9(=5B48/ARNG\ZG@0,=8"G\B/@0]&.UGZ-6 M+QT=#LEWEPV>0CT7+QW&L-'TU'*I73-X_43^\C.KQ.2:OP415=*B50J MI_4X'^@GX'JP6O'1V\(J1'+HP[&,T9N8JL?N#$,2.1<1/6.5X^, M('11*5510#*>ODOL;SP&0]5./NJ*L;VLI'6383=ZP;0_X'R,U88]VEPU;\,Q M=LQ@]L-(7NTO'(6[57!W]RR%=L#2-.((/U3MOD'T3%`!`H/([%DP5Z^]Z$C$ M.H533W9DOR3>GIA$/9='9R8EP92[6%&.B,)9O=2;IRZ0<+%78H*8_;H MO&"8MC$%3,PEHJ+FV*#IU-$^%NZ+[H(E(7U*;W,H$CYNN05C[[S1UE@( M*Q1,AU!NDUF=C8LI%N*D=N5%*MT6$;(HF;R!#?R"IWB@)K_;B5L`F2%0"J`V M(N)\6$;+LBXTQ^5FZ1^VDCUA167"+F4'2(^A M!305*F!_3R&!J#(#.A^T_P"X,#(`1`3^ M?Z7[/]OTX"F>P.W6?$^>=#,4Z_1V%,=SVQ^<)JOY`L]ZUG;9.J:M(K*$9-R$ M;,V&N/HN:I\[;IF=+#0YP1,BO*37W3AXT09K_*4F8%FQDV#%2+:F;BI\Q$TFXB7_:/J(, M<[#VZ3_K\WB;.5%6R+O3W91)=1(AE%D$UL,7,JADR!Z'.H0IA\!]!$?^G`UQ MU=5BNO.LGKX3D:W!KBII5JPJY1X(BHQ,F1=@N'NB<` M]DC_`%*(#P*XGY6E)I<9TS9ND(RFU!C)HY0U^!K)MX:"C7[`"Y3KZ2RK%\5J MD[15/'&5;F^`?D%NLH7P*8G#@6&<$BD.#\-BBN1TB.*L>"DZ3`Y2.4AJ,/\` M&N0J@%4*18G@P`8`$`'Z_7@)OZVV3ECV[=_"?QIMF"N5M#WK=LD[(<#O7^K* MCF0>*M"D,HFHZ*9`_P`AE/`B8Q"E*)#^0?+P/A4/9)0/(E\D.'D/H(>2B'D/ M_4.`F?\`'T>.7O49JA]R\?OS,CYSB4'4A'HQZJC&'V-RY&,/C!!-,C]$K)JF M`._)S.S>53',)A$0S+)V4CX5WIVGR6.,\K9]:1.HNA\&\P]A3&L3>LEE)8MD M-LXXMS@XR3EH5Y9(*ME=&?RJ+-106*#+Y@(=7U*`3`P]NKK5FUZK7:ODR+K^ M1F#]E"V##634'>+_` ME3P%8=VZAD>J?=E4"&4*EB0JBJ12+*@JW);*T9RB=)NLW5516;@8IR@H0,V`-)6[8/;C9"GUUG8931C&.!7=`GXQ5 MQ!OIZW8TELFYCS[AI>Q$;OG$FQD\<6J.:R;-LF"!%Y1E\I%7"2?P@WG'U^IV M5:+4Z[$6NIV:"?-I.(G(&<9(R$;(Q[YFHLV!1+LO4?B/L"WD[=LJ9][$`U/B,>;H9%Q]B&@M+-38B90QKC M:K*QT9DE.9CYT+Y+/Y60E[1:A?1#^2B$QF;(_=+?;-5CMV@&!$G[4PX$+*BJ MX_\`WAG-:*9S"S'J,PBJZ3$Y#%(\#;3*Y&AP)X,=(56YE0_W$]O3R)3>"B`. MKX!P#@'`.`<`X!P#@:QS8Q-)X:RW&D540/(8QOK$BR2J+=5$SNJRJ!54UW/_ M`&Z*B8J>0.I^PHAY-]`'@:-Z]!=#H'HZ+TQ#/1T^UH%V9-RF]3,Z'"]*^X,1 MXB=1%V05?/A4IC%4#]P"(#YX$P.`J34_-.+,%88W6RAF^]U/#N.:]V&[=1TK M?L8:4FY)!@V;',BL#@2II)^HI"8%@?B/K'>=> M.PDH49)=K,;_`&P4FVDI%T^=_P`N5U6<6",B@,B@D]2!8A2@J"QUUCK%.H=3 MV.)"!::X!P(7;$ZM9>S??X*WT7>O9[6.OP]1&M.L?8.BM?'-=GY):7=2+NW3 M#K+V$LIS`SZK)1!FE]NN@@W1;@9,@'56,<*W_:ITB[1TS7/8W9G6/L`[)L_9 M^@\@5+9NJX"86BB-F%TS9!SM'@GN0XBJXKI./&B=QIU#@47D82%CT9`#0J2+ M4JBRA0X$)M4M8]A)G#%:MVSVRGY/&'M@[4NQLF4J#AW&>9)*C,KA/.CM[0\K MMG/3)LLDSM#>,:.BNGBS<\2"@-U1<`DC8QU'.G3XQG/\`14C3 M@0_SE`HDX&J\P:@;$4''5=OVFV1?R*\C[0X!KS&H:TU7..+XNBX^0JEKF,>Q M63JG%,1E:?7Y;&]+-Y%1T4!D6+3]JIS^BP;/PL?6!FHK/#],Q)WOP-?MNMF+,B4_'DB>CM([(.N\Y(2[?%]]K4!!2< MY.RL3%RL4L[9NG8)/4#"(@04%%"&"5>WM`P_CO73)%DRKD_\A**B8R*@)2)- ME#9"1AVT_<8NX51S4X&`CY&X>)^W6JV-HIA'L4F+I/[]1`2)(*JF5.#"^M&8 M74WSV>A7&)]VL0&1TXU)4+"[ZY36R=EBP#&91V=BE;947B69LR1K&HR@@4)` MA'301F2*"5!(A@`P2][FRJFZG>Q(44VJJA-0LXK?&\1:N&YB(4:664`R#PY& MRRGQIC\93#^Y3U``$?`"&FMC_P"-M#;HZN`136)5_P"7>*9>*CF2D@X9PR5B MT4V9*M&LUG:#=95HV:N?B(=TFDJ8I`'U!0?7@.7X"\^VV-7ENK?L18-5&R3A M;2W90Z1W@%%L!VV([6Z`%0,8A?4_P^/U_4>!"KL[ILOD35/JOKJ*C-F]>]BW M62[D7(.%V[5DBSL[1[(+-@379NU_C^(012(Z;*G$2@4YC>$E`DG!N"%[L2)AP&G<`X M$Q^(,N9HRWV8:6:_6C..T6SEZ ME]4=F*^QF;9@RS/,Y6ML./IAU$;A:_LI&-D5HM!V\:HPSR+65<_(S7.(B;@3 M'A>L_3>(1B9)?MVZJY)6/=^R*KW&<6YC%'81C[T9"M_Y)B.TFR"8_.F1%=%3 MU(8OGX_4I0X%.O\`UKC2_>PO?/N<#!BS;574,3LS6/O]ZQ4S+,D&J7]N M8LQS'.2J)(K-FOV\F\WPDG"2`?:G^3Z$,MZ"!C>IA`08)U7:H:FT7>:.R[BO MM-U;V\R/3\$Y2QPCAK!]5H=;MXP=UME&L4U;;,K!9_RK+/H:KK5ELW;IIQK1 MNW,]`#+`!DTQ!X78;&FF=`]X8DJJB)I+4+9-B55+_P"5,76&KFB!T_J'[RB? MR'U#Z\!>/2'LRC;]3=/=9LC8.D\,9-K6@VM68,9R2DW6;[3<[X)"@U#'Z.5J MM<*LT:IPEGC9C[-O8*Q+(-I>%"58B!WB#@%P!Y@(H@'@$DP#R!O`$*`>P>?` M^`#]0\\!&G3Q:SO=A>[&D+QL.TJ^[5>)=]F-$D%%",WW4MEP\@@#B2*D[-&[=8 MD!@Y4;-45(TZD4>35(0SLZ9@!\;X/8?D``G7M9M1CC4+%R.3,A1MUM;F=MU: MQOCC&>+ZRXNN5,N90N;E5K5,<8VJ+99J>`FKM`36,Z%D/%TPRE[;5)*2K M+R+>OJ.9^Q8,5GC9B1X?XWCDIP.`68>`K?>#'N3[IN%UCOZ3AJ:R?1:_F3,Z M^<;$0C)*FXYQP\PE86"$G<74A*ILWA92WNXW["+4CW@OGC0BJ2C9RU0%4-0_ MD,IE'J$VN<&2*N6/>Z^29D5E!39K%CMGL,.SHR/]=J0\8J1(2N"G52(9$3`8 MY`_<`3YWF:A)Z/;A,ET5C%D-5-@&RR":@MW`E=8CMJ2B1%$CJ"@MX.(`)3&] M3?H(\!470[V!57,.FNB^NMLPWE+!-M0T[HR&%K#D`E9=X]V8KF!6B6(LF6## MMHK,L_\`>6J^!\A_P#G M#@)OZ`OL@ZHM;R1B14HE.S;*HQ'Q(2+9LI%([49K2CU6:4FDV7*Q4;$**/HB M@@"7J":92>`X$C*,[$>TO9=C\C(H%T7TX=`BH"G\FK[9RW42^=J8/*`QA/'H MKY$%/F$O@/7Z\#<^7L*:?[9K3F-`VDFJB M*H@XMU"?G%=%RW<-U&3@AC)JIG`1*;@+VR#K%D[3N9K50T"V+S@A>\[6<8FG M:][`Y"9[%8`QY6X@D,IDC+H(Y>F2Y_BJIC^'7(JNVB+>]^:5DV#--F"2Q$RA MH_N(J4)0NL+9^KY[W*NMGSM:,*/EF;*'LT!CHESF(FXU^POT,?X`B)!4%:>V M>/$FCALNM-NDH94J+Q\Y\%.(2>R+C[(%+V7IK>P9V:Q+=Z[.XV1RRVA(J14Q_XNJT?5:O!1:;E&/8L613' M5!H@[>2#ANDY>+*K`F*R@)_)ZE'U`.!^<=EC,_6EA'O1[?[AV@Z^V38C$:M[ M;P%(KM:IKV\(U.X/Y*H/5K1(N6UCIL=7ONX^#38%.JY%=59U]N4#D^<_`O/= M1.4-,,S:*8MR3H'A]7!6L]FE[VM5,<.*PUJ3J'G&5OEHVX*NXIE*SC47+NQL MUS'63=KIJF^I3F+X'@1\K0(H?D395*`>JTET]XJ7\F2,G\A8S<#(*!P14,8` MO2)5S"94#)%`$A'ZF`2A_K].!'/KH?.Y/K\T703?; M7O"RJ$#D*0[.+7Y%T[VLN3^*NU?=3?8)G!9[7LF9;=YMR+#332@8 M;C+.A<,ANJG2QL4HYM#!ZO\`=`P0.L57R9!]&N'M0?V%W564T@N2/79&1=V"/7;)I_*"QSH*"!!*0Q@" M0>%LZ8?V+H;/)^#,BU;*6/I"1EXAI;:?))2L.M*P#Y6,FXW[E,`^-]%2*!T5 MTC`4Z2A1*8`$.!'39;LHT9T\OM>Q?LKLA0<39`M4(PL<%5;`>87EGT-+2SZ! MAWGP1$5)`@$S,1;I!H102*.#-E1(4Q4CF*$FL1Y@Q?GO'E=RUAB]5S)>-+<2 M24K%WJ,BE+5V=3AYB0K\FI&2*'E%TFRFHERV.8HB`*HF#S].!'/+_8II7@;( MD]B7*F?JI7,DU6&:6"TTQI'6JT3E9AGL:G,MG]B:5&`GOX-(\,X1>"#H4C$: MN$%C`":Z)CAO;"&?,.[)41+)F#<@0.2*0I-SU:4G(%1R!&5DJ\DM$6.O2K!^ MW92D-.0DD@9)RT=H(N$C>/8@`)1$-&[)]ANFFH-A"I[%YT@,;V0*6ED=S#.( M*YV-]&4%>9?5Y"XS2-.K5A_@JXO-Q;EL1V\^!$RJ"@`8?0W@,[UJW`URV_A+ M?8==,E-\BKK7JW*B"\<]3436(@=NI^XI M3B8ARE"MOLICA35CNHV[S[AY"T;=9%W%ZZ,]-,H8.H5EQ)7[/JS%XFKNK<%$ M2LTYR'D.%+_;-ZC'C63*AX9OE5U2"W;N41.H4(XZ^:\,MV=W^H*]9QFK/I!. MZ+]>&B^2\%0DI;L43[O;H'%O<,7416YNLWR1/&TV<)`LF7\<`AHXK!-,K51LNY#W/X,<@`R/6;(.4\G=G6>['DW`V1==W#;1# M6F/C:;D6ZXIM[J706SMLL_-/1'^)KS=HQ@W1.L+1T1ZJFY^Z1$"!\0%.H&TN MY(3%ZH.Q8Y`\B33G/R@E!3XO.9XZA/?Y4?'NF40_W?7SX\&\^H@JS"'3[ MN]E7#NIV2K[W;[B%FZC2<793I4%!8NPZRKU'ML:Q/Y`RB%35D)>8ASKF M^!TX.LL"GQJB!W"**Q`BSUC:#;;=@NJ^O'8Q?NW'>G'&:<]8'EL=VO\`M"%P ME%OH^A068;D]1K==GE:$>3:Q:MDC#23-\H4\B5)R9,JX-S_&`,=<=-^TR@*I M)=YO:$DW525]BGM&)#N0:^WL;>I8\:69Y#.I M*#(BY(23*84E!'Z^/40@AUY==^\G8<36+9[,?81VTXF@:3@92ZR&1-Y4\ED2V6 M*:7W@1]O<,#MOX\N+J+3W=YR+V\]HM9K6-X*=L5D MNE@V1QO`5NLU-A'OY"ROW[R0Q8#*#@6S-=ZN[576,D""JH*")!-Y"`<]I3U3 M-H03EN0CXE1U"1QXS&SR3DWK:/EDES?`FN M1LR<$\_TP\F"4F.^CW3#+V2LI89Q]W2]A^1LLX'4@6N4\>5;;+%,G;,:3

5'-XSAKQG6[8KKF8#4O:>GSD!7/\D45RSG!L]85AD%CM(> M(=>BZ3Q`Y0MA/_Q_,.3[!_$6KL2[B+=7IME(1\[6K)V#7N3@9R,E4/MGL7*L M0KB*3Z,<-3J)*(G\D635,4_L7P'`U?0_QC--,/RP6K">UG9'B"],ZPVJ$!=: M-M@M#S,!7&*,8FSKS0&E'0;.ZPF,#&@:+UXHAX,#,9\S MM\X.[64;)$^?P!0,(`U+\<[6J5P#KGM/9D!,[=;J;P]N M[FRD[`V+83I^<$,*.9FB6&P)6.?A;')LZ?-3\DVEWK5N5 M9(KU)OZM4C%3!4GR"$29G\>?#5FF*U/6GL;[B;/,4N52G:7*3N^,T^DJ?,IU MN=J"LM5Y$:&1]`RCNLV1\P6-O^>$ZF5\^\+`UD%51I:BJ3IH#@X!\8E* M8!^H>?J(=I#\?.BMO99OVA=R*+XSM!DW+PQSR5%?23R*?1ZJJ"R#A=5!1)00,01#VX$5,[_CV M:LZEZYJ7_%.9.YS*:FO+%5UB'!.M6TJ;C("/]W3'\)-5W#]78X^C(BMI22EL M>/955H1N;[([PZAC$$Q!!#:E=LTGNU'Z_.\C?E$:Y1$KK>ZRUCO$UMN%FR-L M+E?,U?NDZU7/&H0DPO3XG&DK6$F42UF9!!LQ8329RRCMLV_JB$U^UCJ/F-+^ MG69V/RIN%O9L'GRAL-:;!D?$V>=F)C*FK4MD-;(=%"VQD[AR6CEXJSU&.E': MS9FV=2"Y4P324^57P(*!/W\<^-V%I^10^. MZ+OR3\)F*6`^K@?PWZ M#Y\@'@?J'ZA]/]/_`%X">.A#[`.J_7M&-4(LW:73:1B*Q%#K?*LQVVSFT64. MLI(29UE%#H^1.*H@?SY```0X&';LH94;Y4[+G.#F$Y/95E>JC"K"J0M+@R2E M]%Z&4-T&BBE0;F.BO.6)>-DG)HUD@J187S=,$TU55$PX$2-V&&K&NVIND6;= M!=A9EC-6Y])P+6WY>CK%3,:/&-W8VJ M<(\>!\HR*2IFRGH%@/-.NV(=@FE9;Y2JRLL]IO6Z&8V&*.9I)-F[U-O(-1^-/G M`ZNY47?6=LR`UF?ECX=U.E5L=WD'"]NGQ3?-@5]GK]P<3@'Z_0!#&]AZG8=%ED5U%W,1#J+ND&:JZ"0 MB%ZSI7Q+J?@KKMPKB72W8=OM+@NG2&04HW,R#U@N>Q6:>O<_:[:U=1T>1-&N MKQ,Q/'0+'F(55NB4@J>QSBYO'OZCZ`[7@'`.`<`X!P#@'`.!B=]:*OZ-=&*/P?, M]J=C:)?<^_VWRN8=XBG]Q\:2RGP>QP]_4AS>OGP41^G`BAUI/D9+KJT.=-TU M4DO^'6M;8$UDCHG*9CAVG,5/Z:B2"@)BHV$2"8A!$G@1*7SX`)M\"!NB#@ZS M#;Q)1`45F>]^S;8Y/U(H52?B7K59,P#["#AD[2,;R`>#B8`\@`"()?\`Q/UT MU=,]S4?MR).FW95L:1ZL*CQ9V[7/6,6*?,[5>O'BYU"@;T#R/D?43&$QS&,( M+@VNL.?]:=Y^PL>RJ^N+W%YK7T[M6DSFJX_L.8H>'UAI?9=%WY.DNHN@XY*: MHKT"*;E*X1FR`9P^7`K9:05=E34"46J>P.R&G;#M1[/8FRCL9ISG/?.6HFK> MJCJXYNM'W>EK-#XU5L-5HW"/CD\=+W"TNDG?\.S(!6X(>5TV[DRK< M@3AUJR=1J-LYV<1.0,DXSK;HFU.,)MDVF)BL5*7;P,CI3JNW:'ES2#MB\E4R MO&:Q$7BON3Q_1*;RF8I0\[7G:'`&*[?F"KY/SGB^KRN?=^,G4G`",S=JV@.6 M)V0Q_B6>1@*,J@[%&<>-%YU%@)2',8'ZS=J)ON7+=%0%=[N[$X4R=D'NM>XC MS-1;W,T/J'QW5+17*W:9R3>Q%EH]_P!MG]GK=A)6DS(U;[,EVC&,F@HJC,@, MG_3!(J:IR`X?76T/Y/=[>.ON74>9NPQ]IA:$H\'$@YEF+JU4;)S)Z)SNY%=$ MD$L-7)]J";=$QG0.CJ'5,?\`8"'-B:!C#7[N5VKNFAL!'[0;E;-:&9XD=QL) MV_8R/QA'X0KT:XP&PJ5OJUP=X[M@5NU6N'2)\%:?NP(=$$GA%8YF5,5`B1KQ MB+"6T.X73C>NP.9J>HUQUWT.T9M>B=-A<_P-T=;9SHWZ:>4J-G4+!1:S(UZP MUIQ6(I5>O1(.71E)/T4D5D$_BX'E=DF&M$[=-]I.9MF7&.ZQLSC3?UI':2C4 M+%'8_?96RDGJO@"U1.);U+1<#)GLB#R=KQGLNV?)@FR?O@5!8KR1`JP6#-3[ M;ME<.S_,+4C%B*>4'";CR*B1`E=VI5Y&U]9W8#7G"Q6Z4IIOL>W,X.L9N5$0Q+: MU2*_*4BG@2*)@(`(>IA^@^`$1`%&Z0=@W;/==/-8KOB?J$IF0\'J8$Q@O3KJ MCOEBNJ7.[4BOTF/AV\G&8PEJ$8\-9)TD1]PUC'4F1),JY$3N`,!C`&]XS>/O M5NL,6UFK3*K()OYN;L#\\ M%$1,/&O8U05&*2BAU3G26()A%(HJA&N$[KNRS.%4PG0V?5C1JO9=TM9\N9ZP M@M/;>14*A9<04RN0"L_8%6P8^L@S6)5*U=$9F??S;*,RQ>W;*MURM51.)&J:[NF+**7DY-3^9)3*T@E,153G[V>&AUFM;*E;6BA93VCBE(V5"?W;5]S_XM M^Q<6A5CN"Z1[/G3!!L+M4`)AFXG.!8-X$2-_G*3+1/=%XNR;2;=IJAL,Y<1KS[C[2100Q);E%F#D6;^*=E0> M)%%,PI.6Z@`;R50@^#`'YANJ3N+W`Q?UV8%DZQB/#F$,X=U%D4OV*J"WO=+9 M_=J8@U:K<`2EW&SM,AJQT.2$&9;(LEIYX_4GY@HF32;J)K)!;GZ.T8"U=M'= MBY>1K!68UNSQ?L18MF(%5]&P,'C3-^=;[E/(-";PCRLM7+Y=EE6@C*+.G$JZ M!O(23TK-!-HY*>0,*C9G#=D9%L@Z>-VR[A4A06*'D0 M!+F8(WLT[3-G->*G77LOG._P""'$1E&9J%>?TO+50L MK"1FF6;L?6K'KE)",=%8MVB[!T61!(_QI"%@/\?_`+$<^=FFFEJV"S;CO">- MHV#S'-XIQA"818VB$AR5&F5&FJKMY:NV:9L0Q+F/E9=1%M]J\^W.T`A012^, M!4#6&]>';3MIW&:Y:MR>T^X."L0_^/?,N;I6N:I[%W#!;J1OU6SYCVH04]9O M[:4^!\V<0]K=(`8Z2RJIVJ90%,B1_D#6.TW5#<=Y]WVUP))YM[G[AG.%D(?&NO\V[V$S1A'"^O5@DY.?6N>0=T+ M;87BKF'>XZK:L/(M:DS:*2UB675:(-R"HFN@%L#/W2O$8JUUS;DR/[0>YF7M MV-,'Y'N<(K(]@%W"*-8J=29VQL5U8N-JB:JS-Q)M/ZB!C+"*)Q('D0*(`G7J M,U$V=[,,4ZNY#O>TG8\(]B_;(]O\`)["Z MVXF,\O.^F0K(P:UG,66JIC.RKLXA9G%Q03Q(>>5%BZ5__)G9P6-[@3UX#.6/ M17C=BJW,7L:[B'C9%1NNO&RG8+?Y6,D5VWL!3R3*0@'"3M%4BARJMQ\-52F\ M'2'P7P"/^TW3Y70?9'JYQABC;7N!R?CW8K)N9ZKG>C4W:;/N9LLS.(J)7,:R M\T.-*Y2@;V!E(Q+1P+AP9@B/QLT3&$I4TQ\!/O2WHC>W&!D=G]JMG.R7'NQN M37%Z:T:*9;M7;_*.$-9+;9&%HQQ@;(=K81@LIFZP:4JK'6NG4[M#EIKN-V&Y3G:VMB)PSK^?ML;?E3'\\Z#-_M^['O=,J5PDLY8=;+DB;I- MLF<[8VOMY237;F2]E5F1Q1'XS&-Y\^2B`>`X#X>`#]0$/^O`3UT/??I=:6,( MV1:/VZ\'FW=&#!Q(N@<.90D;NCG]#^5%(#&^P*[4]O\`M_(_&8H_40$!X$DJ MBU9I=F^?7::;DCY[HYJDDZ452,1JNW89UW`%H#18QQ*X5;G?*_.!2A\8*)>P MC[AX#U:CJ=HY1LZ93SS0\-8S;Y^@YI2ZWZ;BT5GDS6[?9*F\66LD=77;UQ7Z M3:;G6)-P=V_C&;)U*E=KJ.%%3K*F,&],(9LALX0]PE8B)7P18:]7+S<<@VV8F6:+5E_;.;8!M!HH)/3N M213M(G@2I^P3EIEP@+]5X:WU>1:RT'.-1I!%5F]04 M14`2E$JB9@$`$/'`R?@?E*=GZ["F=V'9WE:^O<26",Q%D*%N%1PMGZ3N%AI. M=+'84,&5UK1HG'-`E*J&37<-&RD=/2<&K(I`$1#D*]1=_$)>!?\`^D/.K[9# MKNQ'EF7U$K&ED[/2EL:V#%-$QRUQ50+#.1$J,;(Y4HU+081[J)KE^6;_`'!$ MG8+N$'":J'W3Q-%-VN&KP22#\C87":;=NH?IF7;N1^-D5W(_%N@Q606*H=`S MQ5NQ*L8A_10GJ90GL!B_[0=YP#@'`.`<`X!P#@'`Q:\NW+"E7!\S*F9VSJU@ M=M2K&4(D9RWB7:R!53I%.J5,52!["4HF`/T`1X$,^K%U]]UI:!OA!(IGNGFN MKPX(HD;I`HZQ15EU?C23*0I2?(H/@1*4Q@^I@`PB`!/7@+HZ]$FR,COT5O'M MV1C]B^P"KI=)$$UY5RM5<4J&D'RQ4TB.W!$3$;$.`>2-FZ21A,9,3""GOQ9' MB\CJOO,_".AF<:Z[.-F5V#ABW70EG9W,3CM^Y3G3*D0376CP>)H)&*DD)2E, M42^"E'@+RVMQADCKCW*[%)'+-LV0VWJ&ZL9K)L+AJT4FBVW+TUKO4\<]@4'? M[5@VT,']IEVE*J<1(7)NWK3@HH1\DLZ021;D="H@8,"R'C>>;T'=#>F_9@L- M#Q7N-W!:T577_3_*4=:L=V/&^0,,=@=57R#8K+4;';HVIU3(>1:QC^7DY!D6 M+7>*1[=-R[<%53432#*]@JK:M!=N]_*W8Y[8?;R1V?WHZL]Q860Q)C9.[(XC MIM![G76. M_&VL_DZ3>Q.X>W>9YV!USGH-2MV36Y3&F?L^U^2@+K`DFG;"JW:TO9DSN1C& ML9&`W,F4Z@+G4`Q`B%U10-0QW/\`8+6-NH9YVL7ZN;#9+_+'=.QO M4IN0UFV1V$94.S]<]*=U?%F9,>4C&5:U;S7EFWVW!DJHS@<)P>7[9CF(N:4J MS=1DSY?B;K4Z_"5O+M%O- M#>AG%O4JZ[4N,`$HVFH!K7DHYBM'(MW;%F91LEY)^TP6Q=!X?+].VDW.HN:L MT2VP-LCL<:=65')4IBV@8G4&(M$%FE-C5%(#'K!E%NWL":%445<*`4YBNR%` MA`+X$%(YC@\)T_O'RY/];#W!,ONY:=2=CU^PJ&SS=,Y1^.:W#L$=5Y&C/X@M M7BI>(-?GT.H47#.,!=LV;+*K.R(+`D10(F:=8AP/?]GNG^P]F%OP34++4=%] M09_JX88=O5_@Z]DVY5:_J.XV'R7"W"$7AY?,*3RPP2@Q,9)+,/G65^(ZH^@D M"LQFM M%+RG"5MM6XO8&?:OG4M/93G9V1>R9I^:62^V;&13!J1NJ<@'.(%"9O9G!KV; MKFWR@&QCE<2NGFR+-$4DS+*BHIB"W>I442MW1E5CB'@A?C/[&$`\<"G)TX=G M<=U[Z;Z2(7RX&WMK13(NWP[*00&\\4_(7Y,VLF!*+<\:SU/P!UW;!UUM6J:NQ.?'&0+;.- MVUPI\R6)!S'H2T;4Z+%F3ASI`5BV*/LF4QP\!5WD-N,:1^CW2?CF):;'K96U M$VHNUFKZM2P#;AIN=8)/:^*M5H4PKD=:W28M4TT5%$D#\!7_=5V^$V&G,[Z\Y%Z^^R.,Q)% M::RDACZC7"'R#K<:`RYD5O>B?\BMAJ35G[]Q;,78T+5XXM>CY9=6%7?'`3C^/"\C&:W;'`.K;$O;4[[9=LYLU4D)R.=9(:PD>\J-;[K"Z'L MK06P]IP&EI]9FFPD[4*?267\3F29:93!VY+/#&VB#-#W&.AZPZB65@4+(+'9 MRSP5VH_,*9`V]TZ8[55[P^^;(]H2K+FT5O(5`JE8?8_EX96MQE)R);LD68L) M:V5#E_[05R.X1I$:[E`DFKBPMGAERO%6[H[M$X3T_(G*N/4UGA1NR-(G0R;J M4X^P$6@-G@(;`[@@>I"E\%#U*4/! M`]2!X``\%+Y'U+_T#_0.!]<"&B^H6L6&9G:?8;%F#*A2\PY_H<\;-5LHS$\# M-Y16BH>9>-UYEJS%2&6L#MX\654?%9"[=.ESK+F64.83`AO\.N;BY7J3FV4< ML'RP6VF9H]\P^9-8\:JZK.,IELW$2LVJXD58R:2@&5.X,8QS>%`*!4408?>6 ML@Y_(`UW<'9H-&$?U8;)F0D2*K*KS(N-E\!)+,'"98Q!%J$4JH55,#.W/N"Q MA`B`_5<'0:Y9O:)_&H5%3W<8SLZ)/C6.!B)'] MC_0P@(%'ZCP(<='+L7O4)UUK"`!Z:JXM:>`576^C"$(Q`?=P8Z@"8&WD2@/Q MD_VD`"`4`#6??-1G62M%JS1F3I&/=VG=/0FOMI9VS>.F$,M/;<8EA$Y6058M M'CA@R9FD0,=4I?)OHD7V.J4A@=!P$H;Q`S3[CNC1=1%,SU0O9:R074!4/A05 MU>K;E8$5"J)I"NHJT3*!#@?V()A`ODH&`'7\!"7Y.$*ZF^DO<]-F\*T4CV&( MIZ%NR/]&M,7J8E M$CO5'7=P42L3Q9?"N(J@?P6-4454CP`1_P#@,(O7;%!-RJW%RBD)&ZJB2/DQ1'W\@4' MA\#Y.`F*8H")1$H@!BCX$!$!`!`1`P`(?_0>`HCHSBG%>Z\*G6'DBPD7]5V. MWIK<@,81,C%F^A]W=@VCI@W!)C&%%%NJ0?0?MF_DABC\28>"`'SF7#S_`#EV M*Y;Q[6]@\IZYSOX6,9SKA!0RC M!JT=$`ZB1E%4W/\`0!;&([[O-I3W%;+TC*RMBWZHN3]1L(Y!LTUCAE1<4<> M3="W*POCMY&N5-:5INN M_CV[1XF;]C012452]5#!-KMI.*?5YV&*%*1'U^H@`@'Z\#EB*M69/,>N=BGU(UJA;-<:Q$X:NC%)9I982]TM![9+- M`U]_*M7L>R/D+&-K<*F:I@#QW%P<@"H&31*9,)TURMP-0A(^MUB)804%%(F0 MCXJ,;)-&35,ZJBZOQ((E(F!UW"QU%#>/8ZAS&,(F$1X'M\#\QSLP-EMMBR, MQ@'MYE"TXKM.Z*FEZ_&C5T&H(,03;H_0SDJ*0N#$`/=L"4>P_(0QBZ3@1/)6 M+J(RPP=V!)L\4%-O`;=XO>,6CE9)R#-N@0TJN`&52$1.L4@'\F*'`=!P#@'` M.`<`X!P#@'`\>Q,@DJ_.QQC"0K^&DV0G*;T,4'3)=`3`<"*"02@IY\^IO'_0 M>!!_JO6?K];6BQY-159^35G"K=PJN"P*JF:T2&;%4-]P`+"!TT0$HF`!$O@> M!/C@(2K.ZE(T&U^[7]I_L84RA&'\71!%AB/L=91=CH-EK+_L9R5=JV[QC M?Z?DVE(QF0L;XSMC1G$7.I34PWG%(^.?MFCM8#"U!\V63056,FL8H*HVMP+! M]?N[?98I7<@Y>WCL>Y6/*)G6SP5&B(R8=ZD#([_XMNE*H>5YE[E;_P"SXJUN MUW#.MR"B311`S%,5&!FJBJ@`UOIOUKQ3D?=;M*W!NEA7;Y"R]L]8F%AT.S#" MX]D+QKH]HMQ86^E91N4!&VNV(,[;:'$B5]$O4&;.EP.H4%,[,XZ1 MT3V_[-('7Q"Z;KQN>]D.N/:G):>*GN)ZQ$:NY,#LLM=S1PADJ?=Y#7=,YJ8< M)(P<J%>O<;3;E;B(3EP1?.7"CA10S=7[,I6RRZ93'X$1N@%5 MN\BNPI'JO<5.NZ[DW&57=PNZC"RS^9(B\+8LJ);:5L7#DK#5)7'3FRMW","9 M5XM*$:(*?=@8Y2&5#Q-9M:=#MA/R$-J5=IH7(DGVB:_3>,]DXA'&]HG(G45S M6*AC3`HHF%,,)RUJU,]<^? M^]B#LSN[7JD=H&JE^R[KO.4K"6?+ZE'9:LMJS2QD<`OD:77LB1\A:V,SDMF\ M+(*OFQU&KQ%8B*0"LD@#[-#,L5C/&TVXN6*`ED!U1Y7$>E560G;QBW*V+$E[ MC4HS8`MPK\5&Y8I%'F9=Q`%EF*CQTD@J4#ODTCF*)"EX&`9]ZHW8;FFW[T;M MN(-=]ELA4')F,MD)_*F,[KFRK9CKEZ0Q8A#S*=3:95HS"K7"IM\8)MTW+8?M M';9XJ#ELJH`'$-8ZX=)J-4R)J/<]P,M8_P!J&V@>)J#0-/PK6([=@B5QU:J% MT?+\I5-L,:[46&CZ0KU)W/XWUJRGK8UAF<'LL9Z[BWL) MDFTWY&U,V(6I@+.4C94J*OW*P*)'_I*`#INRA%1QUU[YH)?-\BVFNS:1?MB- M5%P$^%[H7RD1\LW:"<`'R'R'*4/U'@0HI%25RW^/#1J5#`\5=7;J%I\'#?Q` M,V#XK]]J/&-HL\>685^P:N&[P$Q3!4X)%,4/`@7QX#\L7&ANRS)[?(D9B%'> M3(LX7(T7<\C5S&L/G>T%:W\D-.LX^[7@*HBY<,[W%^ZY8Y5X!'"`E6%(?!1# M@2;ZCY/M58;3L7W741);9FL82S-(51M;(;&KU6RXR97)J_RW7XK_`"?$+L+# M8WER4(*9%7";Y-7YR)*$`YBB#)OQQ+1DRP?D!KIYR;2S#*;"D[95FSP[>-K\ M4VK]FCHFS.[5#2S&M-&D*R;(S0OQ,HR`I#R"A3`8X*"80WGB'1+*V4M6NA#> M[7VN;+Y54QULD]PMGRMXKAPM+C$]*Q)N[EG($/D2F1[&L3%F@F"CJ7G"2TDL M^-$D_HE^W1.X5^0/TM.`ESN.U%F;[K9M+L[A;.%IUYS94=)\_P"/;]*1L+$W M:AYPP&RH-ZMDGB/)%$L2A(Y%Z@^?/E*_:8Y1K.5MS(N3)FZ[GP2 M?7]HS)`0B8/]/-9W@$361<)E!QA>E*@":[P`(^!_P!>!IK9UX:/UKV%?D82DJ=C@[++PL7!LBR4U(F;4*?7 M*PAXXP"5_*/!)\;=$?HJJ8I?]>`LS\=Q%1#I;T&*J4Q5#XLLCD2F9MV)@!WE M2_NB^4&R2*9A]5@_JB'R+_\`RJ"8YS&$%S]&5209=P?Y#UJ*WF2+N=I*S!_( M2)8J5@J7]U9:G3?'9"SKB0&>>+20J*,!8IHIHE`X+"?V02">WY&ZGQ=16Q"Q MG(LT$+_JLN\>E*U449,D=L<)JNWJ"+T?MUUV:)!5(0P&`3$#R`AYX#Q2C[%` MP?H8`$/J`_J'G]2B)1__`#"(<#^\#6^9)56"Q#E6;09JR"\/C>\RJ+!!(ZZS MY6/K$H[39HH)'3465KQC5]HWK/HJLHP5OO[Q&'R9 M,"WJE77N#`LBNH4/LA=H@L4@JI@<(L=?_;230GK"T]Q[GCKO[.W),3X/QM5+ M#D6BZM1UFQQW/ERAMD<6V?)^;\=:P;<8BKL!JX$F\M-E M>VP7+6$8'=.G,HJQ29N2O?03D]3%"STQ[YX:7:LI&"ZH.Z*>BI0K-6'EXK1M M5W&3#>59O9"$>1KTF1Q0(,IILCN-)\E4#5B"D5<1S.$;9(MJ;@7%TE- M#J$>H`?Y2*+*I@0_N4O@I@?#P/X(@4!,8 M0```1$1'P``'U$1$?H``'`3YT723.3T#159)H`DCMGO\@+ANH*J3\?\`G!GY MP1^4_P`BA1!P@X)_M\$\!^T/'C@;DCBLDNW>XF!509%]UP8V!1$S$YDBLHS9 MO*OQ*IR?D")G,O*G`Z'@1.`%/]/7ZAG4QJ?)/^QZD;L-7[!G#5[4"[:Y3#!G M-/&4S-2DUEFL7^!/,P*=>4CY^#BF;-^9JY5E$EXYTJ/KP(VQVL4#LOE MBO'RZWNL#,8STNP?-:>VNNS=WI4YA&]7*`M5>S7?,:VYD^&/)>F:K.J,G@.T MI%TU8@5%TD=G)K).P;+C6(M\!CJ@P.0+&E<+Y"4NK1%VMJ#=)FC:;=&P;%G9 M+&DT0:L4&JY;9_J\[-NY*J8#K6N4Y M49',>"LTV]3*4--_WS]^ZI&OV-7T;4%JQ/1JL^Q=QTCZN$GJ1TXQ5PJZ1'Y5 M52G"U_TE[J9T[!-!*/M!L%'XSC;K<;_E:%CT,7-YAC$#5Z7=9*JQAIJ*FGC] MS$V4CR+5E"&2._.<2G%$ISF%-,#^"^H\!T'`.`<`X!P#@'`.`<#H2ATDXR147 M3^5$C!X=9+QY^1(K=05$_'^ON0!#@06ZL#ME.MW1U1DNFY9*:Q8?49*I>WQ_ M9GIL69JD3W0;'`J"`E3#RF00]?T#@3XX",\*ZJ8_W-Q_VU8%S!*VMO1R4A3IIDQMK8^.<<:IV&O$8S$W#3K5BFQFZ@U(5+[0Q2-4_B*/@?<0@;^-G M4\A2,7VEJ?YGF7K.*[$\BT%M;T$<86.QW(N/:K`55E9YE\TJ;.$7?*U]I')_ M=M8:/8/E45%2(F.*O@-6;)](.QF`=G-RLNZ34VY[0P?8;0Y.;RLIDS.6-,9+ M8;S5%[>XVV0CC1BTLV8*VNFRE=KCR+BD"QCAU&KH))K/2MW2RJ0--ZQNNJ]8 M?VMWC[(=B*JKBW9+=6\O(TV%(7(E6RC2\;8>@%*ZK52#<(>H03N1NU@?0PK2 M/Q.#L"))(%*G\GD2!!+8SJ2V3POL/OI<=',+0>:ZAV)6#77/.1;/EG8&L8X> M8IS=AO;%'.U[J57A4J`^>2-+O]?*48IPI\Z\7)E-\ZBR1$R*A/\`ZGNMZ MR;N9NEFRM2-#VHWHS'<;CD?&T3E*(R9B_'M$;9$NEEQG7:7)0M/IPO'[6N6E M!O).'B:Y_NFIOM0;H*"F8(*92Z?>W]#8/8+(6GW9M@K2[#.6,D3%LKF&L':Q MQ%-A&<4A!Q]>JDC;F44T%I.9$4@(QLQF)EY9VZF#+MY.$4;).V'W2Z?\>\"<5"Q MGCR@,D!I>,Z%CIPX9$*^8TJLU^#11.X^!P\9`XA(N+*[0*Z2+Y-Z%!04RF$H M#X\!HCL!#SH=NN'GP'_$G8[R/LH3Z?X>N/D/=$IE2^0^GDH"8/\`3Z\"FWU! M:^;+]BVGNK>./^6':AC7'ZD1 M2,MUY[W(E$Y3*Z<;-)@9-!PZ.43X6NI?8C9HDNZ<'#S]")D.A@_7F^:N0.J&0^X>(H.4*_F!/(90B(>E?W$T@T))%TS<+.6!GA4TU3E()`M)US!_Y$[&`K\(\W-ZS(K^-CCQC MES':P9FF'224:8[.'50.ZO\`#LGZCZ/324Y@A1V$T;\AZ MJ:Y9.C+?N-UUOL1Y."CX`L4S5,-Y7Q[D"+;[%6RL8"2F8E9TZL["(786'(Z+ ME5<'C@R3=$ZJ2)C`5H<%C:7UTZQ;T:KX!S;JWEUOUA98PQCIGCVWT27L M;FU+;%N:Y;'C3'F2;U?L1QE/HE,CKH5^HG-,B)G6%X5`Y"@50P1HTXVJ[5,> M[F!D/5W'>I4KG#M=IA=E\WVR+QY;;%7,7P&+LDYHH4TXN58IN29Y9A#R4U39 M"12E6C?Y9U_*KF9$<^$B&")6<.]GM-[6-?I[VZY8@F%#J>.2 MFJ&*KE3KTG,U6]Y4S&A"'G8N1@4B+1S9JK(.$S'%H4ZH^K0'75OMN[=KNEC0 MF/=I-7[E-3>C-NW)R?7Z)HQ?;M5\#R3W#TGFC".$-VA0D;T\[O=XO;MK_>=C*ULKIK@>OTS*DKAT]ZMVJ[<5ECH*-?;T("@>X-0M6#>]%.M6\[ MW?W15PP;U:=62;MM$KTL\DU$H4Z@L5$W.R8-&1'CCY4OD$'0)D`AA34$QB`" MU?PR5`6ZPLR*@U9)F/N=D<%'B96`R;TY<5X7$0DUVB::ZQ6Q3`5#Y0\%3'PG M^WZ`'I][>62->92\M\> MMYU5S%XUD'K"M)-BVY%B\?0(N?D22.HJB=$-K8A[S<;Z_5.GZM5/J`[8,F]`< MSM.R+E"[Z[V.H&LA[YD7'C>-@UX_'#TR:S999R+GU]$S^IA("W==^GW9'0+I M:S1><;:]R>'^N9'8''>.FM7CY_8&M+XHOA(W&4WD9ZU=76A8 MXEF@236P-H`&KV<8NS-C/VJ8B58+1[5JU8M6S)DV09LF:"+5HT:HIMVK5JW3 M*BW;-FZ)2)((()$`I"%`"E*`````D[>-9-0R2R-:Q0JW.1-T2;NQS[Y-JF"KMPZXF^T<]+$.S.X\'37<3,R;@K43D(H@W36]B)D,`#\12F\![> M`"22/Q%[79#V]`67Z\X?XO==,%#I-=D9WY_MFWSBJH1([Q/YU/C`I!.B'L(F M\`##.`<""':02.4ZT^P).6!$8\^F&S)7/W"'W*)2CANX@0ZB/S-A,!%?4WD% M""40\@/D.!%DBF><]Y,UQPG@_,$CK^E@/22B9QMN7XZA5C(CF>R!FZNRV,,5 MXXE(JW/_`.,GZ`UC:=8++/1_P-W#N180:C=^W.BH(`XQDF[29M$G[A)X^3;( M)O':#862#IV1(A7#A%F9P[,T276`3%2%544P'U]S>/(AV>!^4)5LKZHY"UL4V-QO'ZU1>M^%,LN-L+:9_]NPK*^'\H5-@N MQ8@Y.ZE95))LV;G247(J%TCJ1PUA;!W7[KW6=?\6VBORN5X7+LK'Q,, M>\2F6Y^3R%:I=A7X6"K;&KP@VFP/$V$1]FFK$M")LU!.=`QQ".EP(H7\AG!Z MIF:!D5NHS.R23Y0P$536;[9X>.N@@`KIBN?XW28F*!#^A#B(@'D#%!UG`.`< M`X!P#@'`.`<#KNR@=JY((@`&;K%$3``E`#)F`1$!$`$`\_\`7@0-ZL""EUPZ M2H_*1<&^MV+6Q5D@\)*)MZRR03.D7YG!2)"FF'J4IS%*7P!1\`'`GUP%=];2 M)6U^[04!C$(]R/9IE=VX6*U<(OI$KW`^N"[-[).%&+9N[4.S$@-Q247]&((` M8P#^W@(1Z`MR-?\`5!'LOQYG+*",(:T]I6?U,>A$4NX79Q-`88QI-O7CC&T# M<&\2Q9_9)*K*/5$FS9,3J`NHEY,4+&JO:%HTB?XE,U.`<_^GV;8S=89MU/JM'S]&"0PIGQ6:<,XL4@E7#:*)B\7[E.),NF5V* M:9OM3*$!7T$Q0$.4>S[2DIWR8Y.N7RQL4ZGGZ0:^['"JTA&3N)CW47;SXRV+46B1N2G*^ MG&P53D'F3Y&':A,LE:DCB]DWBI1W)@J8S9FF9BFK\B3R5 MWO.-\;.\A-KOCJKT^Z6JN9#Q!E+%4@TK-[E;?!UJ5:I9&J59"11>2]$E&YBH M"=1([41.4"G(8P1Q[!FN@-^G,68XW*L5\@+928ZQYVQ:_P`"IZPQ^0M?'L!)-@<3V98>)/'KR'EPI))'%`Z93'*&N<':]XZU9[*J[CC$] MBS.I6K?HKE&WS]8R+G7+F8X=Q8838+#T6UN!O\KW2YOF=G<,9D[,[A)5(7"! M!$P'4^4XA-K>=I]_I-N&Q]FY/O-6M@6HG=NCL6I`<8FMJ(GV614/-V1"&2E2M5CN#HJF,F)DE2%'UX$VU]`/R#E'(.R]Y>,C M"6'E(HS+_@5C%JR<*2LE,.@E%/MY<5D96';2Q4V:J0D*5-HW3.F?T.HH'7D. MN'OML\LR<3?>W5JW&)L/MY%I3]$,9.F\DX3([,51Y$3]H5CUB/E'`$3M2,C?\`E:HV24](*CD:CZ[5:]:31)(.H5+*U,:4 MFW55X:H9OJDU.5QK&,T!C6Z[W_M5&381$P(D*4%O]+U,[GLD1W.4"NW@E M4*N=-`"*")!(F3P8IPJ,XZ[,>X;;W&VPV*LA=DF*L68TB\=9G@KCE;/.KF,* M7BW(N1JI`RT5DW4RGY8AZI)XV=VU]BEHO8H]NZ,S?/R.E013,0@+)!>WZLG+ MAWUG=?#ATZ5>KJ:5ZPBHY79KL%E!+ABF$#Y&KDQUB&(4H%]C"/R>/?J63<87JZVFPV2/VNI[NB.(J>K=XKT3 M68=.RBQ6=E"*EW;YNV72(++V17X%XC7R)V0A:*Z9[27G#F0LD?W)*+,I_!V. M+ABVGA4E$&/\,P=UF[9)RG+'L#5R5R+AT23*W63.D!4"&(C1EUU]Q0 M]1-A6J2<1/NJE1[!DF^$BJ##MS'2BW$M+,)B58(@]#X'CE,P>#3^A4-)<(=: MVX.<O3-U/MVQA!I&[1<9:@]G^+L' M9BST@[FL`]+8:Q9IED[H6@81BZ7.K3T[.L)-.)>L%) M9Q)RR;A-`44P2*"G.NUA<*M4<$96K>V.5J(SEM\M?Z8TU1Q5FV&IRMX.K?L; MQEDMKZJQ&;(C)T&O(0]@4;QTTE3Y!@JX:*(G=E]#`B#C6>?]DX_K5[K,Q9:S MCF7&ME4W;<8%Q=B?).Y>=:IFC$]UI^-L@QDOCJ;N-@E)7_,SEGCM[]B-1=O6 MQIF1@%7"JIW3-BU4!S_X5S=TGUJ9]75.`MG.Y=P^T)Z+%$GPX?PR1?RA2^/KY\_3P&>=R>(]E\W]MFLF.M.\O36#=DG77+M#8\,W6L7.3HI5[ MTPRCCK^0BLA2Z$/:6(TN9JL49`I0C145>H(`LH*:*'Q`C&SY$V9PAD*F/,Y9 M-VNRCN?@^?N=$S5F*!SAL]ENP:I81M&=:)#S6KU>E\88*7UTN.54\,VPU_M\ MM86TQ`O8R&9I(,D'I&*!PEIU2;:[/:`Z/81R9B_,%=S_`*1.^RC.NHM.UMEL M/4/'&:;C`2#;+>0HS(D?L-DS*V*ZQ$3'T^N_7WF2F:R8RS=HSG?=ZQ3>:,`-VG5ELMLI@6I$Q1MAKC7-?F%BK M>1XNLV^CO+GF*+Q3.1%HB6-3ODBUV&Q91:WB*JIIY9U_?9.@*3;\..LFW MW(*DD-CH4\@:>C/Y&";@[8D>N62BZ2(A%[*WS'5SS9"H2#F&NV'LIRD7\[0$ MU2LW49'KILG:!'"B:+YNN`"81'U"QCP$>?DCMUW729OBFW0^X.2B8^<&3]#J M>J#7->,W+E?P11(2_:MTC*^PB)2^GD0,'D!!B6A;0L?HYIO')C[)1VK.`(Y` M_@0!5NPQ35&C=8`%581*N@B4X#[F\@;SY'@+4U5;HH]_/;(HF4R1W6J?7VX6 M*8YP^Y5")R@V^X336'V.1)%L1,3(A\13!X-^\1X#W.!QJ^WQ*>GCW^,_KY`! M#V]1]?(&$"B'G_K].`C+\>N3L,OHQDE_/."JD<;W;V+PR`1[&,-'Q[O8ZZO7 MS-1M&R,HQ*<;*YD%O"2QTTRJ@F0QR$*H<)@*,!-VRLI0H^X)]=TFP5*)D/*` MK[*1#AN)"?']R'W?VZGL/L*8_"7Z`/U$&(\`X$(.S1));KCWY364.DF;3/9L M3*)HIN#D]<,70Y3%16(JD<0,4/\`<40#]>`MV[V+<[%.7--*6MB52J],KLW"6(R>&6%3]_P"4B?Y-5BVMSEW]@];, MW#=0'RUB?8VNM5ZTQ9RJQEE@XF?CE2G(J51C,L&\BT.51(QTE"G;N2B!BB)1 M_4!$.![G`_-3[AJIK_(]N^WT9D77V[90R!+[NZ-(V>QQ.=:[AC'DEK%.:TX] M7OV)IMQ-9+H4DWM=NGT6KG^X/=!A`MFH'5DV*)U$%PNH=,9M=66D5=J&K>'L MFX.Q'0+[>Z?%T?*&9Z=GR23E&,BB[F)*O9)H>7\U5>2J;EV^%-J@UE&Z351) M4A&B1/4ZH8#?FI2]_6N#T2/UOFZLMDVQ?A44&.9J-]E\$J`N\0%L9$KAVDY, MFDH54IO!#%,`AZ^0%.FH5ND4Q?8,"I& M2IRU:"[!92FJ]G2.+GO?;&5#:8UH51M\_:<0#CFVX\@WM+GSQV=[4Z=X%ND_ MC]9Q*OQ?Q:Q(RVNRO67[B^0=)G=9:.V?Z\ESO6Z46TL&P?\`,/R'.,4+1#6V MU.`<'D%A.1%J"C;Y2G6.4#$*(B;R'@04Y&[=Y4M^K7:QL*MV08^+0X',=LP] MKO.45_CIH]UT=1%["ITJ3GK._P`?3$=#'OLK+IL4FZK*U!(PZ+23C7B3QX=H MB#*YU]<8[:+1PDW6;`X?M]-MIWMPE+)+04[:JC8FI-6S'CYF>A(QNTDYR9?@ MNB[?1HLFKAPT`X`)3I%`%&:.:L;3W*N]>FR-IRID/8+'$@U<+-""`.GZO$$&N MA&MK9O/ELY$*A+I*3A%07(^=$N=F![ZJ!&Q("5L\!1$`^']OQ^/D6\?,H$^. M!55WY+F_(=WRM5]9LW9NN^0)#<+-UZ;8TQ%FNV.#6"F8+UJUJI5YP%!LVU@K MAJG]C8[,_.E M3-FJ2!E'+M^LX?.ESB3R=19114YA$QS&,(B(0QKJ"O\`Y)$;D=.!)]N* M`37L$6]'M=Q--%CTOXX.O;8.,6EBIJ_.5Z.QVL[IM%J+"V,@**Z'RK%*"I5` M,D(^HE$1X&\MUFAG^FVVK$C@K0[S67/+4CH_^UL=QBRU)%<&\F*'JB8_L/U# MZ!^O`TKU-R*DMU>]=TBH)O\`NM*-9#IE,=-0Z3FV0.JDU9$5.W;D(F) M_B()Q+Y'R(B(@MS\B?#'8[E'!^`K+UY0V4KQ*8GR'=+AE[&.+LOV+$\C<:RK M17;"`=.BT/(>+LD7AQ7Y0ZIF<-"RBBKM9R)5&B_],4@KJM\M=I,_FWN[;[?R MV?<'Q&NO6V[O2.!<8Y:RQ;Z+1\HQEW6#726:R4HQ4:M)1=+[E-HW`XDX"LNH/LHZ_\`7;3ZQXGS M9MYK9B*^TW;_`'=8R&/+1?*?4+A"L)O;;,,W75IFK"[)*$_DX:11]3:L7SL6<92: M2^F;;(2SDC$Y$&B34'"JPD3*'NH3R%,+HAV'T;QIJ#V^5[:39_6V+-LA.V!S MB7%&;[W'@VM+N`J&2'T%;T\?7R/)XE'D]8HS[1VBDI(JK-B`8A56R'@+M/3F MH^5ZHNN521465>&TOUU^0RY3E6`H8OK94$S@H(G\I(`4H"/Z@'GZ?IP*@]>Q MOLS9+Q^0_9\';5PF#*M3.TC#[B=QQ(8+QYEEM=[4ILVU6JMF7FK<;^3JKJJR M[!F]1322<,GIFRQ'*8)F^9(+RVM>-L\XNI,O`["[*+[1W%Y:GDM$WQQB&BX7 M4AJPM$PK-G4C5G'ZJL-)&9R;%V\&04]5U3/A2$I4T4PX$)-[>O/8[==>WU)K MV'Y&P=@&UN\:3)<+TW`6$;&M#V+%\_7+I"R33)%IC7-L=LI"\UAO)/6+GYF[ M@@?:&\M1,D<%W4#23N>TEW`W#S1K+/Z=[CPNX0X*L-TRIMK/V3"F2$K=B/&J M-"=$&FX`QQ_9K6(>_.(H%0`?*+4ICE*N=11<,FVHQ1^0#MYKMEK6?)N$.J*. MHV9:2XIMDD:IG_:R-GV"(NV[]R\C'RN,%OM%7WV!4FOJ0YFRJA55#F*02""N M-%NB?MCZZ=Q[9MWJWC7K&K"5AQ/(8VA,*77.FT=ZIU*4E&-5/)ST1;G^(D[\ M\F)"5KZPF,N]$0;OUV_S"EZF$)=[!=7O9'MM;K[?-B^NG\?;(60,G1,5%7/) M MP>*N3RYP6.NM*C1U>R=2&][-+\W(4-&\X$V3IL_,HT&]4W(\=%RN5<3P;M]7G]KH4C-5UU+0 MR520^Y0!XJZ8N%E&RY4CI>@!D/>A(;.T'L!TTS#JGL#@#4O(%!TWW9L%BSSL MQ]F_QVAC.`G,%J7&O0\&Z@[L,C%,L7/%^+\P_X2U"8XZMB5 M=8C$(-KBQFVKJO3%(K4^J*<"T:(.&"[ M^2F3*$!Z07I2!CE_=KK;1X-C)KO:ZU,Y8QN-SW+VM_C\G:I8YFL%XJRC=89R MTR-*6C'=@N,HO+2>4W%[EV\%%OYE91(S==RQ9JF3*,J8LW'M=YH'Y M"'6+!V_.^M5.:W>WQ>LE&;XZ@:UK+-*UW#>+H&J_Y-^PAI&8C\GV!XHFV5;N M4F<682M%"$1$@2$B^P[>:;V(O.'S?D$]6D-1*SBS%%\C\S_X!Q6-3G+!DJVY M0J$OCJ%8O\PE$]TH<=16LVY2/(+D,25:$6(W2^05`B=V%;`]@VRVC?:W3I?M M'TSV7UXU=Q3KC)WUY@O6^IHMLQIYPLS68:UJ'R!$Y/L<907U8E:\FV162&2< MR)_9,$6RGJIP+HF@Z"#;1C3)NV<*NVR&JFO:+9VN'A9VW3Q+4B(.U0``*"KE M(`.8"_M\F_;]/'`7CK.+E#OH[1$#%0!L]U`T"D`,LDD5Z845,T,4P9J"K\RD M<0R:OR>""4%A`!$H@7V!X/`XEOHBJ/T'^DI^OOX_V#^OQ@*GC_\`1^O_`$^O M`0Y^.D\6D]#\FRZ[MH]4F-\-X9,7#>,1C7*HNL\V0QE9,$!43=/ESE%0#@LX M!-N=)$%!*D`%"<*A%C=J[,_Q.RMTNOB2)\P*K`Q56<;'10_$=`/""CMN1MY* MV>PN72RS M=-!OZ_[S"H3P7S]0_7@*C6U\RML_ MS[-5.MR4'E=6_P!XG(VQ72U,F6+[)$J*5=NM`QLW#RLB547/VJYTP=>G2.,84JF72BU^;JKK'+&Y6)'&!6U>F*C5U8X]TAJ3CV,M+*-I"UR81ZD>P\O7 MK>OH.Q5(D[,W334#<_`_+C[RZR13NA[:K:WR?1L;V3&.MF#NJU"5E.^*.K[)BA=F#>#KM:0D8YTR*DP;NE$G"QT8\J8N M5BIE$H2DO+ER/?1KNT),*)MTNK?9%=6"*BJJDY!QLS@0AI!10ZI6[4R*C5(A M3$(913R)3"!0+Y!Q'`.`<`X!P#@'`.`<#^&\^H^!\#X'P/Z^!\?0?'^O`7!U M"+*K=:FH'SB(KHXK29KB)':8_.PL,ZR6`2/46[D@E5;B'@2``?H7R7P(@R#@ M(LH>7;/AW#O>9D"C.XRJW?%VY^7IVN6VP-J?#P"$\[U,U9EH67?R-S?UVEKH MPBTBF51Q,NV[$I4B_=+?"!CB$%-9LSU31F\=A6.H&`RP\RAE9Y@3)>/LAX:U M7ROL(CDZ6REB.0SC.9(O5MUNKMZQ4U_R5E+(5LBXP%VI^4+Y6K/IQL^K6[&]87>(L$Q"099"P5AI%L9C[>1=% MC`E(J-<++';J.$&I4$D0D(XWBCVV9M9KTWT/[/`IV),"9>Q18X<-',ZVQPG) M7@V!1@4$):VHGM5@8,6=!DD7$BY*H\=B!17,7C MY*7D/-5?J>/\@KUI\",+"UFN7F-J1'CTSYRHF+@7#ARN11=`I@GQC+;\^32[RU+3\89PNR%BDFYC$E#O%$P M]?B."O`T7F/(60<#;SS&4R:R[$YIQI<=2*'2&MMP75ZQ=4X6[T_,639V2J\S M!R5LK4RV=/(&X-':*Y"K-U"D,0/4X#[!H;_-SF)W1?;RR5L5EUOJ^MC M2G(8"P^XK5(@8#)5GR?8+,I866:`DW3V=D)YD@NV`[LABQJ9F8*F,J4@9GB/ M8E;-W9O14I/`N>L!R++0[-;IM%Y[QS2*M-V9JGL%@)%RI!S56R!=W2T?!F\T$6<.B"JV02/CBR%.JX2 M#R*B*91\F*'U,4!#@:'ZI'17O6/U]+IKMW38=-=<$F#QJ1!)%[&-L355M%OO M@;?T6JKV.12541#P**AS$$`$HAP)_<"C!0L#/-RNV7\F[3>M6!E&9&SW@_&5 M4HT[`7$W)R#B6D9E?#F.U960E7CM^ M_=R;V04KAG;J0=/I5TLHLHKJ(E%'6W`:0E``**6'L M>)B4`271`"B2N@(`"+I4G_Z*A@_0P^0U/MS@/",MJQL>U=X;Q@\\8,RBZ:E- MCVGKK(2,70[,XAGS(%X@Q$I&*>+&5:*AX,@L83$$HB(\"LGUZG[2&G7_`*;+ MXYLO:=.XW7P-AF2I+;&M!Z=R5IO4V]$C5(6OU"6RQ45PU*4K)U8T4I; M[$C?[K^N=4G`6IA;!.<+U2OR`LD6C9/;O"\S1M\,0I7W&,(\U=Q975JV/9VF2ERIK>:_D$&U1DH>(6?(HB!EC$3,F%];5S!.0-?J--5/(VT. M;-L)N6MCRQM[]G5KC!G9H..]=,K8O#635Z^9V/!/KI;,[US(:V M0I/'B$W*Q!9)Q38)Q]2[2$2NW9!=Z35VS-E,$5`'9'@"1Q[K)N5`#3&L?= M'E6^];=>R+D#5SL=R5F^5P7DB8E\^XLT>=)8TDKJNM-_R6\3D,BWC`6'[A>I!&.3ATWUNLN/ MJ]-6)X6(1_HQ0NI9ZJ<6Q/V(";T+]"AP%\=Y/7[D[LDTC)@'$DAC%C;(7,N- M`V*1)-(3)'4`JR2GH;@++_%CR M[%[&4G>K/5=UVP9JM7)O*V$\7,\,X`BI.%I,9)8?Q,:)D[(FP?I&+]U9TIUL MHLNHYAL+6WO9Z\8'8B$Q-/XVA-)=MK9#LLQ1-+EJL MA?"9!Q,VBI)).\I)QB$['IM2*,%4C.G22@&%-%'R=?@/VJ5ZI-_CUI>B7&JW M6*;/%H]Q)U*PQ-DCT'[?U%PQ6>PSMXV2>(`VRAG2=BAX2"D8^4B)9Q/D>5\'C=NT5,LJ M#0WDAT@4*(8QF+5O5/*4%6\;Y)QSC1LUE[Y2;768IM%UJL3-@MF)[/7\M1#. M,%FV9OYI!!UCELYDV"0*)/(IFJDY3.U^0O`]#(VO&KV2IK'-2NM$QDO9:';H MG-V/ZZBPKD9/-I:BJ.X8MF:0S=%)[(P+,ES78/?*2C022@I*>#+%\AU+QJYJ MMD7*&%[%:\Y'P!-6#*6,(INWBH]U#O+)3K)BJ3LCZK,?MTIV*+"6QXV0 M.];KMFKXR:J7HX23,4/4EM?=8;AF*EWJ0H&.9/,&#ZO;(RL`U*P1E:?5LR)1 M#*>&4JLDC@K7^4S*SRXQJ5-<96QW M0[%B$7,8$>)Z[4L@2]-OTO`RU>:&^Q:O99[5(EZ@LY0!VFW`?A.5%RL"H8Y6 M];-:5=AKULM6:U5Y',;^AU3`EWDH^1;2L=%PN/YVR7N`@G5836)%Z)077YV@SE.RM@NK9US[1\&8WR\LVR1#6* MP)&PWDJ!@ZE%#C6.LSB0BGE#8R,HNNQBX]-\J=)511%=5(I`"*OXU&P-2IF0 M=E=='EMR!/U+/=VC\M:5S;+6'83!NNEWQ-1,>1J&15L%L,G$L1`?'Z^!\>/'Z^/_`%^G_P!_`09^.$Y< M+Z!9#1=LG$:Z8[S[L-'+!=@R9%9.!SC/NUVK<\9'Q\4^2;JNC$,JU^5L14IT M4S%*D"*03H/()H]KS:*55.562Z\WT@R0.FN)%DX79&/;2BK57[<6Q3MS3[,% MR_*4X@JB/H8`\E!AG`.!IW8?'4OE_`&-+FK%="H6C1_$ M6+;/!7(CB031LMTPM38NJ&@EE#IN))6,S$V!W7'!3D46.WG3>2F4\`(,:9K* MN&C5==N=HNNV066:J"4RC955(IU&YS%$2F.BVHR;M]UYS^4LN9KR3FRZ,-B,F4M9_DJM5 MFN/J3!UN,J2-3I,*-/@J_7I2,1JR[.37601."4E)ND!4'X@(0)*Y$,Q+WNZO M%U(1ZR:[,DA%2^%//@OJ8W`<)P M#@'`.`<`X!P#@'`_@_4!#_J`_P#4/_Y>!X"W.H%XZ?=;&I:SU45W1,>R#-=P M9)9%5T>/N=H8?=.".?\`N_NW0-OD6,MY6.J8QE!$XF'@,DX"Q=&8.&:;)=MC M%E(-9>,E]WZ<_E(=55V_+'RTOH]J8>=9/4G[)!L5-][$-\"8KIE3'Q[^H@0H M<6F@LV.Z?8U#-Q8-G246IJSA9[$R#AKE:`)`W%A)0,1%-',D>N"9J M:/7?IG!LK\BI/5-,`]BX=PW6+0+"]JEPW2PI!6"-LKTRM7 MYAF\6;QB[9JDRF6ZC<7!SE;'.0WHH8`$>!B[;NYZGWB1EVN\V$ET"'.FJNG( MS@HHG266;J$<*_P?QMSD<-U$Q`XE$#D,7]0$.!*G.&[.K&MF*:-F[.F9*[C; M%^2W4"QHEHGV5@];,^LT`ZM,&RCHAC#O)\7C^`9*N02.U(HF4@@<"G_;P(DE M[QNJ`0C1/NIC-N68DV4-$F>1-_9%DY6216>1*T@>*3L+.))A0TD\K)Y,GVX2221V7S&*3Y?%-9F[IU"%^+*U!I)I$SULR4 M4\-/G%,@%,?U`Y!,&$YV[--0-;F51.42'*4X"7@:$+WD==[F5D(*(N.PMBFH4 M8XM@B*]I!NK+2M;/,LQD8).Q1C;`(R$(>>8%,NQ!RFG]TB43I^Q?KP)^ZZ;( M8QVFQZ?)V)O[[+64K#+59PAD?%>2\.6AK-0@-AD&[FEY8JE-MB33!+/:%H$AK7G^-,W.Z+*X8R9$G;)F(15!`>!%?I[;F:=4O7$W,J184])]:@^1)9)=,0-B2JG M`I%D`!,Y2`;U#Q]?IX$1'R/`8[P*>6@E1_B?RM^U"55OD32I`,!0ZR>-4DH. M:D,Q0EN)AR9,)&48NCQ:K^)R](]RF:B8VB>RNP)-]#=4Y!]6>NC+V#L1S;\'&8]F6+:RY.'-%M@(^U MQ,"NQ.TC"-4U56RL@[^<`2%(3!&S`M*S8]V.W-9'H7Y!866&>8#7M+.$W(U) M#*2+&0PRZ/6"9,:LLL(1;MY..(,X1;B)`?MF3KT7%`R*A1!`V?-UMX=:MZ^T M#%F(\Z]A]"B*7576='M5D\T8[LF4ZID^KT37ZDNKOL!9*Y8G=5ML7$55@G$. M5(E[*G29!&F.R<&:+)E!Q'4RXVFV5T%H^;[!7N[G+=DME]S+9+I=]7=VM8\2 M8ZO5Z=9(L\E*24)2;7E;'-_8.1^X*>05=-/CE9OYUA,LDN0I`Q[KSI6Q,CH+ MB:P)X.[UK)2(W'63)*-LN$NPO!5(P<^4@Y:]*N3U>CNC%H@6+=!5 M!<%ERG,1)4%"BJ&SGM/SE5.N8,X,*OWI04PPT/A\I5?-4'V*XY/KC6IBO8'? MS[3(36J1N>XNR1F+059IRS:,1A3/WDYSF#R7R/C@4_OPN'SIWJ1NZ5= M,Z*)-NP<(MUQ1*\15=XZKZCDCM`CKY2+%,0I1,9JB!A*)2J*>@D1"2';2TU7 MDNZ;05#(K+U-2]J!%2]F/*KID;MP( MHX:$]G;AV+U68=86J[C5MEA-NB]Q%C7_-KK#?]H+N'N=V]`K1, M@?Y1D:L@@[D,G-GAR%D#2P#*%+\8*>"^G`USWU-VRV!=/SJ/]DHE\W[!L&+0 M6Q MQLAH5,R\G^4+*3*&8K77'N'XS(+55/77(T9*6G"4[68F+K"-NCV*HA. M,GH./Y.GO)E0H@=N<1#J7%CE5UO3@NTQSC\F1Y*637#:&)74L=(P1`;+1D`K MEK6J:28X]=.2PM3C\0LI!V56R)^47A7J<(BF0B)E$CA[4W6\R0.X%=%O?_RA MY*==ZT34/)3S*AZ\RV8)M!#+%;9D&-362"O5'$[:05*^6,L5%XJ\*``J*:B@ MF#KXVC\ZPV^&P5GA93\F()4F$=83%E8O'VJ\MD^98MI7-7VZV8(*ZB2G.*DV MD!DVM39NF3E4ZPSBIO8J3,2AF.(%L\T+:??:TU:<_(S_`)^V3.KZUO-6,$:9 M7?)[N1C,//%VX7)K=8Z>I"#)G'&0:1JE<22;?;)JH*D5,"1N!C.MZ!3CZCNRO! MW7?KEEK7C8C"N\\1E:/V[VNR!<6,'IEGNU04'$6/(DE,PKTLM&UEPW18GI+5 MF_7+\:)T16.H=/U'YE`:$;\AS0E,C1VOC[>5`73TT,BJMHKL84W\D=--PC$E M6_LD2*OGH>!303,!\I?D2Z$*',!J%O*BB#!H^!TIHUL4+F[LQ5<:[$8`M-Z7G-+,PQ]>FJ73QC<"4)/R+]%CKK)AB;?H&Z104(_\`^#N=!:.$E7:C9FJB!(`S MLJ<@B";A$5$B>R*Z8#ZJ^Z9`]./_`"'=%)#YBAC7>YJLDFN)&[C1C88ZKAP@ MV57%BC]E4':8/%%2$0*4YB%%98@"8"B8Q0PVK=Z'5_5L@WBT5S#FVE2R'EY_ M!262[(QZ_MBF-EN[BHU]C5:E,6Y>,QTK,SXQL6A_#L%#D751!F=+P1($S'#T M,>=WO4_A6#3H^-\?Y[P]55GDO84Z[4>OK8ZE5@T].22TI/K)L:]A]I$*2KYX MZ5=.7!"F14_<(JB/@.!K'">\NO78#W-ZOWS60GVJR)SJ?."?`LD\`X!P#@'`.`<` MX!P`?_N_^G`79U.%!/KYUU;@X2=@SB[ZP^Z1!B4KC^/RO?&7S')&@5DDX4^W M\JD(`"17V*8`,`AP&)\!9^D;>+1VT[:%&;%LV?*;@8C+(NTF:#1P_P#_`-AS M5MTW,[,DW0.[,@9XH4BIQ.8Q1\>P^.!XVE\AC5'=+L.KM-8V]"V#8,7VW(;R MT-JFA&/9*9M>>8*/+2EX5!.QOX)L6JK@JI+>!36,5-O[$*H<0ZDMV_Z3QUEM M%,?Q&U#FP5.818QVA6Y=@9/YEG*FC!BZ]-0F")*OV4B[](XMEV+I=FZ3( M*R*ITA*<0@WU[=H.L^)]2(:FSV,]R)64KN5]CVLFM2M`]Q;C%2HV#:+.$O&N M23<%AN6B''607316342(#1LVH6ZREE6C;3H!L_$+S14-3-F89FPQXTG,:LT;/ M=64I/MQ18L`6?HMTG+DA"HME52`V+!6\^.-@;VVQ[5\/[?TJ77KSRR*2^:=/ M]AL*TQDU9J@B#![=LE4"N5=*:>*%4!NT!T95?XC^@#X#R'L[/;CU#55Q6$+7 MAG:K*)+6V>N&;O7/6O*>?&,8=@[9-56=E=XX@YE*M/EB/?F;IO11%RBDJ*7N M8@EX"8WG9GCF-[5760E]7.P)=B'72WJR\$;2/8HM[B[$SV.>V"2BV=0/6$DE M8HL*A56<._P#OMC-< M(IE*NT*HD90A2JD$0Q3/6_5&P!D69 MQI*Z^[K9.EH.JL+2YL&#-1\R98H3H9-!\Y:5R,OE:KRM7D;."+(/F;).3)MC M+ID643.)RD!:&">R2KP6U^^5Q6U$[%I9E=YW7%]#Q,-I3EB2L$8SB<,0E=:D ML$8@FJYKZMB>G^Z8(/"-53,U/G4*0@B8`=+KOGF-V,Q\ID*,QCG#$B*%FL-6 M6J&P6*[%B"_$=UQV5HO*)U>R$!R[KDD8WNQD$#JM71`-Z']B'*4(99%D%6?< M=JDR.W9?;S77QN:FB[%F[_D"NXK/&G+I1H$@5,68,UF[KY!1,;V$Z7MY#P4# MA-'9MV+#7/.S[T;*%98CR$Z6*\$`;"V;U645="M[+-RB0&Y##X$Y0,(>//UX M$1^FYRD[ZI.N]5'^-%,-0<%-P&((9..$S2@PS506Y#'.)`%1$?8`'P!_/CP' M@.`RG@816,9XXI,U;['3,?TJI6'($ZM:+Y.UFJP<%,W6RN&,;&.+#;9.+8M7 MMBFUXZ&9H'=O#K+G1:HD$PE3(`!F_`.`E>M%+R'B;8S9C#>&\@7? M"EYE:M2\D6V"KTW:8B3K]FAVCJ#B[`J@WG$'LI'+M"$+[D5/M_M!:KC5_(6.2JRYHG)6RS.L7IN[C$KA M7(NQMY.OK+@[,[072*W`QP_0!X%YW6G!&N.OE-FJ?K-7*W6:?)V0]BG6=;L\ MI;$G-F<0L-&'>OI.9G;"^!XK"13(OH9<`%,A3>ODPF,&40]#PI'9ZO>2(=A5 M4]A+3B_'%5OL@A+E7NCC%-1LF19#&Z$E!&D%3QE<2L]HL8M71&J(/7'S$,HJ M+4A40\/'=+U\@LZ;%6['2U7-GB]&Q(ML8LR0UNFNH;$)[75E9EZE3B M*TP%OL/C:,2R")3K#\QBF.`4^N_[5W1W4?&?8MV&Q>0KADG:7;*5B-.Y2@05 MAI,94,>72[0.+[J^AK(QK%3_`+A(HQQ=C=K(OF4J^!:48R(^Q@,Y26(#ROQU M*QB2!Z:M,6F)+-'W&OSE(M-AMLC'#()M6N3+'>[3(9/K/V,GZNHPU2N+AY%" MEZ$(<&@+$]RJ@H<&683QWK+CK7"+QE@:*HL;K+6(*[UF'@J3*#-46.@&\Y9& MUZB&$@WD),56K.>-)H.4R+G%!8JJ0>OIZE#&U833=YI(2MK#B+_@6]UR;0)? MEEXYKA$VLCN@I1S2%;QI&\8FS6]U4U696)"`F;V,!B>!\B'UX%/#\,]--7 M6K?"1+%0\>=3;-A%F5B&;MN15.)H$>"3=94RBLO*U[GK8E8X2BM,-RU/Y/,<$SM-6;VM_(TMC%I$@7L)92N9 M!=N*A$_C9F6$IC^IA]!(8&"=&.3]7,E]<6`?^,#_`!.Z1J%'HM9S8TQ+7TJ\ MPC,Z)XYILEOL7[$9%XN55=8WJ!U!]0*4)';]ZJ6MR\MKDS&-@N>M#JI9PVR&E8LRW=+WD9.\;K[23MS,9"IK4B_.\B+NJG221=;E_Y]@V<(!*OOXM4Y%# M-/HAJVZW8VI5R*-OFY"&3#RJ/TFXKJNQF8,I&SON,UHMVQYA2N59A!; MV;;1^0/[HH*N44;9(WBT-\C,GL_75(VV198!@L\>(Q;K^473(B9[X`/8QQTT MXNJ>7M@+--YVM" M-`U-S0\;5UA#WQ_7LO1\ID:[L9JG.`&*;!7.>NUAF+1:K=!P[]JRDI9R M_66?NT3.@^IP3X#8NKMK&L^MK0A&)0CFS$=/==%TV\0!RQB*SO$]5=/","J. M7BA&I7BRGH4RIQ*'T$>!%G`93%[Q^Q('4,E[GTFT-7BIU:-$7:;%6W;)-Y&/ M92RP@=./?/629U4$0%)59H!CC[I!P')\`X!P#@'`.`<#5>8\/U7.-,2HUP>6 MB.BT+91;HVD*999.H6-G-X]N,)=X)1A8H95O*QR:DK`I)N!;J)*G;'4(0Y#& M`Y0VF4H%*4H>P@4H%`3&,!_>`<`X!P#@'`.`< M`X!P#@'`.`HH930.LZ333>F00S;DE)D20!$ZB1Y) M)D1,CDY1$%%RG,'Z\!EG`6;IT^CHO:WMO>R+QE'MF.UV')"2=N5UF;%BP3T0 MU94%X]7D3IM6Y2)(G.JJ001`@`(C]!\!C.F-DB[1O!OA,QF.(NKQ3R"PNRJ^ M3(5_.R,1G6%BLA;)OI&T1D@^<*5^33J\U93,5U(P%"H.%S)**BE]JDD&:SW9 M76(&P66MGTV[()=Y5[--U=V^KVD^6)NOR;B#=$9&EJY9&352"L-WDJ:VUC2#+M@BI-K*[9 MYML!D(]S&MWBRSB$-+A&JM%2IR*#ILJBLW(H@L5,'#Y0VJ9XMPI2,V.-?]J; MVVNR,$O_`(PQ?@Z>O.:ZB6F*CX,)@'@ M)YV^[#4[=EKKMLT1IGV0P']A;NNI;^(L6J\U4'U]BI+4[:.LO6%5B[%8V#R< MF4&DV,B$<9%)\,>T=J`0ID1+P&A:_;T#G[(Y,<#ISO;A(XQ4W*'O&P.OI,QP MW%&675=ZQ8GALCL:>2*7C6Y2W-U-7>FIQ2TJI)@+1-'[E15-!8Y@(1,3:*.\8(8]CM=L9+`NU0SZUM3FQ/)=;+R<&R!JJNF@ M059M(!]S%*W.8P'X#@M7MKI399>[MI?5/;761>F&AA0#9[&]5I"%T1EC2:2B MU+?4_(60HZ4&&<19BO$UEFRI"+H*$*HDJ!P#7&?]V\F83RPZQE5NO;=O8J*; M5YA.ERG@Z`P8ZQPY6?-E%CP+:3R1G/',H>.U0'5=V6VN3MTOKH[G:>-/UNB)"D&B,0$A6)'"LELV,7)_W!%L` M?)_QJC@$_/Q+BFN()B#KM8ZR$>U MC(>1;VMHEC6^Y$@R0$BI*G;)`L]2>%<,URJ($`"&.&@KXUF5.T76MRS9R9H9 M#2[:S^9D$F[,\.BN;+FKR<4S?/%V:CMM(N3K+';)(+I?<)I+F.4Y4`]0D#MX MO-M=3]GG5:0D75C;:]9H7@&T/Y_EW$TCCBR*12$5X9R`_P`DJ^*F5#PW7'Y1 M+_3/_M$%,]2W8+H3COK*T4H=YWCU0KMTI6J&&(ZX5RU;$X=A;+5Y-G28)-_$ M6.&4P_P#(=I6`JI$6)[;, M8>+[)J)E53-^ZWAX]R'`0`?K]?'Z\#RWO;UU81YG)'?8CIFF9H96GW6]2"CETT+V,Z@@LS,B58RF;J M4BW,*Y4#$^V>*R9&CT"@Y+[BB=0$A`P']1(<"AQK]V/4@V2375[$]3114>-F M!5$LP59P4'#LRY$14^W>*BBV]FRGNN?U03`@B>Y[&U3U/8 M:C;]5I_U;9'I[VP7^X1DWB[6:TK[`JM2YQ=PS.!L2]_NVB)A=)A9(Z=63R)ZM]$8"06^X>576_'=.77%L5F98U-BPJQ55&R:SE- M)4Y(@!/ZJ*%$PB(',`^PA7DU:Q;U%WKL"[JGO8VQT_?9!8[_`"R6/7&SEVQ] M#2BM35I+$X,ZC%V^R,%G+9A,K+E7.@B;P=8B9A`P>A0M::PZKZOZF8_<4C4_ M#V-\-XZLTJG#>. M!7OWMW&G=3.X/*(5O9;7#5:1R+I)JY^UAV!V&=Y>3KN8MIU?LZ4E@FTU M-2(_MAO,K`\%^JLLN<4"-P(0C@Y0@%ASM/L,7N/N5=:GV=]?E5=WJ*UVC;A< MG'7MN=,QEY>8UQ+:YEM2-UCPM5GMI:1BN3H1G4X1M M"0!8=6/FI&2?'D8A=R!D$9)-`P;#T>[*SXYQWD[']+[7^O/$K8NU6Q\Q7*K7 M>M'8J=96QO9LS6:S)6>$B:MF:H-H:N79*3`K&-0CU'3'R#8'KY8@.EPQ+KXW MT?4'1["N'HKMZU+QW%DK6:FTAA@G7;F?+5NCU+;EO(SINT);H',K*-5BW,C. MBJF9:.9?912Z(."^2'7,&(Q&];MUT[*8ABNR3":51?=?;^B5[7<>JS93[!O7 MVF!%ZZ[PU)9TC,GV:I(7!H=?^-=6,JSELV6*G(G2%,5!,%XK&"YT\,8\*)XPJ2ZJH*MQ2='+5(]0YP6(*+04US`(^P>B?@?(>`X%1?\,Q1HZUUW_D6Y M$&8R&WK1U_$Q[E5S$1C=>A,G;9O'G6>O%#@B+HZ!E!,<3E0)_55\>0!A_8KG MG%6L7=!UF96S/;%Z=1);4W>^BN7\?CZ\9$D9.0=.<+RC*))%T2M6::9)$,B+ MLSI)LN5))LJ5<$DE/DX$O>D?8'#F>.NG71OB6Q/)YUBO&6/\/OA^.*.[=(?&911 M($@$X!!>T]T-UI[_`";#3/5[N^E-8?RQ@C"V06*5FU#JS&U"^9M;RHHD.XHD5'U.X2-*L=K17/\9?LYI1DH(>P./7R(`K3&??#K_F) M7'J6-]1^Q.SAEF4RC"8U6:ZQM&[>Y2V$5WK/,,=%KOLB-4T7V.)./6922+H6 MZOWR9FZ)5E2F(`1\WQWFG=PNL^%SOKNUIQ=>, MR4:#ML[0):'MTI,V&LS=>LJS$B;0J[M=X`_&S5%'R`9)UK]B,#A[J]UEROLE M9]H]@I7)V1MGX&"N-%PSL?M;:DX&A;(Y%JD`PLEAJU,N.0#P<%6D6#.+DK0D MQDY)JW\"B"R2B1`DA'=ZVBLQ:I^CPT+N3+W&IQ47-6RKQF@VX[RQ55C8(^3E M*P>S0:.%S2T`>ULHLQXL':*/WQ5""E[%]A('F=PUWK^9*T]Q-KA&,;W5,WZ5X(UCPOL7C+(U`F*%9*!=W6#:K*Q33X7K8L/.1$O M%H&79/HYPY0<-P*H(E^0H"'0Q`N[1[O]WV:P1)T'O7SHN^:G2.<\J@@QS'MZ MU*DJ#LP*)$6=NW!E2M0,V$@-S*""PB`@W?@'`.`<`X!P#@'`.`<`X!P#@'`. M`<`X!P#@0+WXI&/+A6L`O\OY#CZ'B:B;#PUSR(R?6_(%./>J^EBS+-<3K#9Y MCAXQFGR$5+6-M8)!-T M<H&\\#='`.`N'J67!? M0G$`E*@5%"W;$,FOVYSG2.RCMF,PL&*I14335`RS-L0YBG`3E,80,8P@)A!C MW`1I#T&XYHO/Y!.&*@=<+!?K?C:G4_[%U",WQ;#<^N?`T0@"+FQ%<0**AW9T M0(+Y/[3SY!7R3V\!U.K+&=CQ]MIND2UYOR)E*PIX9TZJ\WCR_4V@5A+72:J( MYZAIC'%5<87K5'P,O!V.4;K3YV]1AF[=%V]54>N';E8%>!(JT;Q;N1%ZL51K MG4!M!<(>*M%@BX6]M=@M*82LVBK14@5E$6]D$YGUI*1O]Q(#]RG'/$$7B"(A M\@>_N0@+OZS]TMXHK5:"@J7U.9^R5!-LX[=%X>\\QE/KH_NGJFRC1I-ANZA+5..F]MM3WB%UL;?738Z&94QN\K]]DX^- ME'\<^>3"2[XZ;1-M&`3V%VX01`&UX'V,V_R+DQ&HYGZ\;YKK0UV5E7V, MURR=$MW,8$>I6XYY5,=7&2MJ;FS)K.BG.DW608K-R%.HH1;Y$PS3:/-VR6'Q MI">O.F5LVV5L"DZ:W*0&:,/8=94%K%I1QHL72V49N/U9+'!=55-11X9),YA;F.<,3S;L%N# M0LJ.*7A_06=SW0/XVNN6>7F6R&&\:0Q9*6.N28C96JW@Z%L:I5KX2F579H2/ MW!%2?$03`H5,%OXAV9[`&6Z6]1X+K2D9U5>*UI>245);?X,AG,2_2I]MB89& M-?D9243)PLW7XXDB<3*H/F+Q11%1`Z9T%A!R^"+WF/(%5E9?-F"%-?;,UL;J M-BZBIDVI94-+5U..BW32RFGJYB*D\`M!OJ3`X MX[KZQL?#9-S/+/I'JUZT2LU8Y9]$/7\E+*R('!S\RZQ3'`Q1\E^G`9@YZG^ ML%V!"K]>FEYB$+Z_$36K$***GAV#X#KHHU)-)RL5V'N!U`,L#))W)12K^$U\P?+,D7S(4XB6C3N&- M5<-DG;$[`&ZZ/D#HG3$A@*;V#@9F7KLZ_P`B!FQ-'=1"-SE]#I%UOP\4BA05 M!8"J@6G!\H%5#V#V\^!_3@5H.R2\8/Z\^Y#!]HQ9G/7WK-9(=:U]D6=J=ZZ5 MFW8JS7.--C33##`U^J-1:P$]"0%F;1SYR64A7+"704;E3:JF,!4#`^_IBF1L M?55H;83*MU%)[7.B3*Q6AW*C9LXE&BKYRP;G>?\`<&1CG"YFY1'P'A+]H`7P M'`JR..B?$/<-V*]P-TR!L+DS#$AB+=>*I18*A5:IR\9.1#W&L-,E?R"E@9L9 M-!^=ZNX*4$S&:"("L)7!S_+P+SF-*.PQECF@8VBWCN0C,>TFJT>.?OP1!\^8 M5."80+1X]!LFDW!VY;L"G4!,A2>YA]0`/`RS.L.FXH^JR3C*[+3#5.KQN3!<4_,**#"G2#VD MSM?2G,5NG:GW3J/9HG.G+(MWI'!TTUQ#MZM]??8TPRYO$O:>SW97'T'([.U: M1JMC;ZMZB1KS-K>/UKU_CGV7P?S>))U@9%=PS5J9TXI%HR.:MJ**D%RJX``^ MM-=&^QIW7\[N)OLYV7PPLGMWM<@SAG^IVFR*MZC$W.P\]FC["_VY@B%PIJY M4'E016RWEU&-;J.;WARV7M9W>P71F?E5EVYB#(A\"B:8(G3#RV_7UO8;I5AJ M7%[K[F(Y"8==3BOKZC*XEUFCY%_/$UL_AT=9_9Y@HV2F)F$XF:N)G_E#RR[< M"D%47(_<"%C3$\6=MA/&D))Q:L2HABRFQOX9%ZX;STB M)I^"<2367[B]L,R&&EDUHNMP1QE5/MHE%RX>*M"_.@@V(`^Q%1((3`Z/M[6>.A(/)<:MC3%5-I,S)7[%F1,;Q3QNKB:#K"4 M3.1EDKE<1JUAD\CV!-ZU,Y2CB.8E+PS]3.3'5(D8$H9]S?O5*3784LIH/1;# M)SFYG3@\L+$VW58E8Z%EX=;6Z6Q)$'EY3'4$-A_R+-P\0C*R2`@,#_ MD9NEP"WW8+_F6OX"7R*C@1>XYO94IC.N->*1DRI*K2%P51;'D:/7LJ7E&A4Y MX+)950B4D^3C&S@$O/JG[`'`IA::[);0U"3ZIEXGK3S5:9N.SCW$R^.(B,V$ MUO*ZR7DB[Y"RB\R)7AD;/=(I.FH8D92,Q'O9:;^Q-*+1*IH]NNDY)X!SW6[A M(^^_4GK=A3:G`.8L!5/&KS!]NQE,K9AH<[:LE+X@G(+(U*RI$25)=SBU=ACW M2.,B,3,LT')VZ!3`F"2B9BA)S$50G.GC3'"N`:AB;:3?)C'9=RG$M'6!Z!1I M*^5F!RID?)F7HZ:R)7-)Y5WCNMX+H\I9L;%B\87>$9ML@-@R\FSKS^SH-UWK/U M66(JV;""@I*>A5`FOVSWQ?+71ONMD=W1+GBQQ>-+;U:EL=9AB6]5R!33R59" M0_MF[03>2D$86VL//PJM"N513=^$_83?3@1V_'4TW=X)U<<;4.6.*:.3>_%6 MK63FF&<-4>S5"H8X9TC%+J$:/GCRW7V^RMBM]W:3R;N6<)*M&:KI$7!$`6=+ MB(2%QTLZ1[^-HFJ:9C,'W5OJL]=J@`)D2>L-DMBFS%(P$6'[@Z[=XN8#')[) M@02@(`(^P.:X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X"Z>S!I7[/AO&6); M#39RVIYZS[2<,1CJ`S1/:^N:K+6ZLWE="6=96J]6MMB@&%A;1*U;.V:-B*RY MIXL>*GHZ,FH&Q.OJ)4@]3L31:>+7.%V+>&?JCC&:R1,98NE,LKVPS;Z_5^^7 MJ7C8\)^W1EX42Z#4@!$!#_.FZ_KZG M5">H`103%^OCSP&BG M,]_%$-ZIPJTMIAC2-4`R)T2JBZ?DKI#G5`YTCD*0A0*=)3R'IZJ25$-V)=@T M57(A2%M"-:P"I;E7N1DI]2TKIRV8W+6=B:*M#1SVJ1[$TPHT<+).'K5=4$R" M*2B8BJ&(7K93N/C\G7>`QWUBX`LV,&=L<,,?7^S;Y0=9E)RH-7SEHA8++566 M'YYY"R$RU32=E9H'^V.:9*TE2C)#`,Q)?VQ6KHZ=1J3AV\2>R+-HFZ(@B50V^%""HS=?W$O-B M8OF8S^E/66I^A,WD5QI+?XR0 M:L=K,S?P->I8YMQB^0F9V[.M7_Y>$DI*74.T8Q"$*Z3DB,73HSM#XB(J`Y?6 MNT;O6-_:_P#EKAO6W%,2V0:?V6."\[Y"S))RSLSMT5\%A2N6#,0LX=HBR(D9 M(Z"CM110X@8A`#SP,+V*LG9'&9$18:HXFTUM^+#U5DNM9<]9JS%1[LA=1'7K16J;(4G?\H5S[JK>6_A,@'!<6(;=W`N]M-N6IV]O3P;N8O"213AK*-56D;\JA5&JA')#%`4A`X%X$&^CUR#OJ+Z]E2R;F73)K) MCQHB^=$>)JG;L6*C)NW*5^4KK[=B@W*@B)@`IDDRB4`()>`U+@'`I.=B.$26 M_P#(]@K5D3$V3JI&.]`,NRVM68,>9)RGB1QD',>',(7FZSI/[OKDK(RDB2LP M,DM"/(ZJMF0D0?)KNDG*@K%=`P+\5IU)VKKJL^2IFO1="DK%FZ0H3K&M>IC" MBPU57P3C7&^('DQ*QC%-L:=R=D*3JSB>M\VY;,W!"+H=6<+]/'7F9T90ZJ>N%1;`*@B)@09KR+1J0/*2(_&F MV1(4GT$/4`_<;_<(5D,F]CG81UI;^=STUJUI=4=G<2O=L\7V[,F2IU6\1Z&, MI_(F/:+4\65E[]DXKPN23[VQLBD%%)RF8YE/5;X3%<ZA;DWK:L5LA<,_5>8?LFT7'2DA/PL;39.\HRU;?'-2NOY)PT736(&/V3E;V8*H M.D_!4BE(BJ4QC**D32#Z6MWY'SA+Y&F&.H"-46.BG]N^S'MC(?:(ND_D*N4[ M3'+<%EXHYA3=`)A(X$"B@!0]A,&.PDO^35]XDVG*9TNBT(T6(K)-;;N(@95T M*3,Z*X-0A'IP]#`L04P`I3',`^Q2%\'#KR=B_)J81J0L,<=.$[*$="]7^"X[ M8,&JD?\`,\2_@T"/6J)E)(4FZ*WWACH(@#CT^,1(8P!W$;Q^2FYBBMU,$=1\ M;)F*FB>24R[LP^,F*Z2B@NR1R-81:B9F(E2.05A`RGDQ0,3Z<#O+V3\DX\0[ M=(8QZ>490YF1F$7_`)!VR7.@FB1Q]\F[>'KJ#-=9ZHFEZ"3U*D50X>1$A1,' MHN77Y(C@R)T(7IF8`6//]PF>>W)?-U'KD")E+]N:";KE_C#`8XF!U\;@IO7U M*)?)P43^&JI-EQ%V0,K*6-3L;7;6(-/I0RSD8=&:5K)%ZX+).26&`J0R*B2S1L1LF\23 M1.X(45`#=?>J&LO;-#$M6P=:*>?`69E\YI9EM=_K#Z-QFQQ[-/74MC$E& MKLTE+WV+>H$=-6\HNRCU#-P(H@7") MA_LLSUV7D8:LX6F=K4<<-UDJLM;+G%8&=Y:_BT?NV"=O4JKJ^(8_":%3XG!X MG^0,U`H&2(<1$H4Z-1[WV#Q.1NO&/K>L.J,@O5M[NXNK8K6?[&Y;39OK4Y=Y MYG-4F:2#59=P=9-CQ#MZ9JF)BNB)'%,%`FKV MY6"UY(Z0-WK1;L9V'$]PL>F]_GK%BRV3-3E['0Y0*_\`?R5?F9RH3%AJ$F\A M#(&]UH]ZY;K`3^FI^X/`;;Z7CBIU,==(B])("34#!J`N2&;')_V]%B4/MRG: M*K(&!G\?P_0WM_3_`'`!O(`&C:%%F+^09L;*)JK_`!#U3:X).4CKNEDQ7=[. MYO(@"*:[I1NT331B##Z(I)E,J4CBXGH](L&-X7(=1S+G["&&;:ZGGB+1GC6+R!>8^-C\!6NICU1SV5]M#7%N:.5?`X`K8JA5DS',4Q07AGC7#MWV!<8,?V>W];<(YP%LO3MAJ MNWA:WL\LG,N*+$6V$BH:8>OK"8[4S$+Z',7V*(3=PNV[)29* MB3[$3&C[C#P1$J:<0PO6\\L\E*3PHD+!HQ+N\6M]5T8@K@QCNU5D3K&(0")I M@)_=,-G;#M]OUDJ<;4^7UMCEBOI0M_2V'KN3YI)>-.U1&%5ISC&UH@#M7S=\ M50'2;U)9-9(Y13.D8@@H"\@U@[2G^ST;M<^R?UUPM[B\#6K`2$''X.V&G(]> M"GKQ7+ZA//K$OFFO3;ITC)5E%NFQ$A6S-%5PH0RJBX^@,&P5%;B1LW8#[+7C M7"X5]Q%L`K"6$<:Y)Q[*1*B`?*"WDWQ$"),5JSVA5;+N2LU5/:;1II;LU5G#D!D-&0T]S8YAV M:N)HFZ1K9[6VJ>WY'BX/#VL3E(Y#SJZ\7-X:QC:\55MM7#QT:5"-?5^WY.RK(.Y9"6(\.+LC]%([91$GP`P)FZ?4A'EE3A,0Y)ESUV/0CG3^?)&TV:>'A63:8,6(<.Y0J(H M)INA!NJT]%,TC&R@_)(OI605/]S$II M,$RJ*N1,#F;@-EX!P*CFTESN]$_)EJYX.J5S&5?F.L[+DI=, MNRN/,EW`LZP7FOUYK'VK(.SV,SBG379.P0+FUR,Y, MUA!K!V>7QS7:O;R#9*Z_8%+"O9%PX=LUDT$E3)F``\^7[H=.;%<<@80&K[?1 M%C88_N$T:2EM*]E(YDY9P-0:V"V)-XN0QTVM31[5X:P1JZX/XYF@X_DFA6RJ MYEBAP,LZ*"QQ.H'KZ+%&$[(NNE3`J@@0/F<`XD0?."E(NX]".'WR'*4Q@.4# M`!B$,`D*%9K=?/EEQ'D?\D")9ZV9AS#BX-B-!LDW7+=&DL?M\?8N6QNSP):9 MF)MK2>LD#='DJZ+%D,D>(8S1&OU,X(U2*=54&^XN_**T&O$#B*?NF+=K\2M= MBLB3F/\`78;%BF(M+?,AZ_:HNA2LO69''UPM$>W)'7B3+&.6CE1-VFMZ'*11 M)0I^!SXP[DW>3MXQ3-^M++4+!%AJU*IFNC5N12WS&7,[M)#+E/J] MTL%2LLS6+S5H1!@E()+^BSR!79_:`[0,'`]O#G:]DR8W@W$8O]-NU>TXZC,4 M:G.J#A9[JK6H1?%LA(-,V*W.V?8S]ZK,DDAD^1;MFJ"IW3XKIS7G($,1)L'J M&2:\=J60)G/6ZK:9TB[4[Q$MT&5:_7'< M-KO47+J@P,>RJKL<9ST2]S.6<:RU'EY%VT4^!%PS5\`9LH*?]-,-5Z:=HV=G MVGQ_[LTC[/G+V?/XSM@B'%A1";_K0YGKAN("+#R8&_`L28*?V67PAAR4ND@M+ MW&3Q5CU_;)5RV09.).RO:C$.)Z079MDTFS19[**JJ&33*4B9C"4H```'`J9? MB'+OBP_:U&.UW!OLMU2+K-717`.49)VWN:,@LN==90!77*Q1(5?T/1O\`XRY3I>;* M??\`6/)DXWQ%8UK'$Y2QDWE9&$S17H&7J9&3N/2,U4B$99?[9\T>OD3G!B6> MM]L?]@'6%CI@MV)=>VF\IM=AG*&.MA4D4N\WJJ6>,T_[DDZ2BI-E?D>&?IIK)-E6B*:14`LF:\9[QSDG M'C9)'9K7C/\`>Z!585;,MSP99JL6FLYA5DY.]L"E8C<@9$=T&O2:\:[4:H2$ MLZ$B2!_ZZGQG$`KSZ=HP[G(O6=/U.?8.*D[[8^[=&J+PSQI8X2=JEB8;H/89 M2'L\"]=PTFR53C4G#9Q\SDJK<1*!A`@EX#?NG%HJPZQ=-V2[0S)RTQ01N[0, M)O/WB5DGR/%_4[1B9,KMR!U0(*1?C`_K]?'L(2>V=OVS./J3'26K.O-0V-OC MN54;/ZM=LWLL$PD1#I1[IV,H:RNJ/?E9)VY>HI-$FJ;-,`,O\JBI"$-Y"OMK M[G?M+C.SKLEDJ_UVX4F[[:,:Z,R5NJLMO7&1-9H->BJ!E..J+6(N:&`9>0N$ MY;9$9=1ZB$3%M8H&*0>7'W)'"H,O[/9"^W7IAS+MS&1]]:UZ!2LS"/6;E4^[+&M`53`0%,GU$`]#HP*8O4!UV@ M=(Z(_P#%W&Y@(?Y_)BFCCF(J'W"JRGHX((*%\"!/4P>A2D]2@&NJJ]`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!";?Q.[GP5%GJIK&A6FV8<- MN\QRE&K:-MR-7<,MK[$*W:U8^KZ]/O8/;!5_5M(+G2BW#QK$-WJ[3U=I(&`- MJZJV*V6[`6.++>YDMJM\A#N6TQ=?[-EL?J7Q.$EY*"A[RK49Z/B9>$&XP<:V MDBHJM6Y0*Z`4TDTA(0H2$X!P%J]3,@XD-/3_`'"#-K_'[0[UPS=!HA]J=-K# M;KY^C6X/V_SN`3D_1M_7'V\J'_J"`&.(P#9W*E:S`QEWV7-=L3W\-?AE8*S6O#U6+D?(5?KIO'MKR#B>/F;B5@ MLNT914XZ?'CP27>D3*9L'`>/P(C7_?S1[%-XL&,LE;,)-PU0-]^J5L;V.`$*N6%F"09)MDS.$U53OV3==D4$%6BA%`%3RF<@E,` M&^G`YUNSW0)L@LY7VGQ:DBW237<">1D`.W16.]30472_C?E1(X&/6%,3%#Y" MD]B^2B41#B<=H?7VVDI2%-M=B=>:@VS9Y-PS"6>28]119NJ\`Y:/D[[9)HBX%HH[ M=O?[*^S9-2NBF3^191,@G(<`$1(?U"5&'!`)+YR6,WPIE] MR1BO)G;8OOSDD:U%$',B=O5958C%N+A!TW^9X8@)E^1)0GDW[BF#R`@L7\?I MV#[IOT*=_$=`SC$4BLJB?V+\:RF0+F=4$TS)I?`W%0PBDF4/1-(2E((E`#"# MC.`*CQ-BJUJJR$U8Z?$( M,)N4DVR>5:84D%7IG,819^BW,(&*[6^0?4%[5W$E M;S;H#U@R[^QY=B#87[6#7NE6RBMH-W6&-DINZ>=JW"%S<[D)AM(16*[-&KN( M%N>+*Z<$L4I#D]/M?E'@,UP;8;@3>KL]K+Y_'V2#3BL"3]1798=A*FTH3K_! M<0SE:9=,S-[&\MV3Y*Q*&:RS!HO'-F<(R!PFV5.8ZA"!BW0J(FZ?-!C"F5(Q ML'M3&(0JY4_8;/9!,9'[E!NJ9$YA$Q#>GJ<@@8HF*(&$*TV]UIV;I]Z_)NI^ M+,"UO*-(MMKU6E+ID"/S=%T*WX>F93#V,E\;3$#C*2I,B&37J\JV8NGJ2,I' MG+Z@0!75.).!`/0ZL;F94VZZ>\.[(Z8[&8WON"]EMD,PWW/^<<`SUWQQ=I+) MV09.R$>V&O+0=(3JRL3?JO-LQ?+31$HN359/6[0YD!!P'H]4\=FC/N_O9RJA MC3N"4>Z5B&I)24-"+K2Q?@;)/42`&1:YX!SO: M3*25=SCC!M)UA'N5@*P_H4B;6S':;O/Y):6FB)QCEC M'IN&@LCM@#ET[UXSW%Q.P8T#KD[)Y%U%[>YI4>D@^ZR.H39M98>_)KC7[6NR MV$BC6N9@BJ)+O)A9O)GDE'+@%7;P2%67#7NANN&T=GUQ)8U=:.&)DWBB*PS6FH&UO.[W)<+2EF$+C%[_P#KN77&-7@ZQ"0R M*<2E)MJZFD9!=ND+10"E-[+!=VUS>,9+7K!$A&.1>1K_``UC!Y'O/N`=BZ8N MJ1!KM'/W8$2!R*Z"A3?)ZE]_/GP'GQP*G7XBQVQ'/;FR/\99=ONDT.^*`I`J M#8ZF2$6OLDBV;)$3*Y;N?42@!//D`(0`_<&T>^/4L^W';!T@4*/DJKD](V2L MCV#(VN.0Y:$-CQQB#$TQC[*F2+//P#R/G#.U;W48UW#`@\9*-)46"+0O^Y80 M#)>W30[".$LY]0TYHKI+JY3\VO.Q&!DF+2J5:BX#C+C'4+%.2LH/J):K;5*3 M)N652G1JQW3P"QCX!,S(!4_D,0>!ED?1>E#$V4B*[3NR!CD*H]=\KJX_QAIS*Z]%D:33++0:_;(>IW5KFV-H]?""D M8V`?/IY>.4FP:H(E57*W(J)U%!3`&!/\&ZY;!H[/*=`E^T4BWN6]2%-:]I\` MP=?M6%JA_"W!UDMAA'/5>LV*JVW5IV1J-)6*RD,5S`OT+)%H?;'504;MU@!= MW3#ISVJ9/T3U!M>M>RFD>-:1J!L%MB]Q)&W[!V5[E:I&[STGE?#60SWB5&PP ML:Y@"IW.88-AM`LF:ZXV!VPM M"D!BS-4;F2;K+K^270A(.9&;AZ>Q?QDBHDJB]6CQ3^%4Z)FQP33/P,9@LR=Y MNRD6XR?K(^ZQ*!36\O-T:P8ES=$;(R&3,997Q9>75&RGCZ\V&HR#F*?JIRT6 M_4;NVS!H#B.(R412(5S]T<*^VXO:'W+=6G8CFQ];]<]6<_9>V,P9K"G:)C!6 M*]F+/BNO1%#?Y9C:I&1ZZEI83RMN(XN#P'S=43D<%%J9`4@\D6"'VU7Y(O;O ML+J_L)A?(^@M$IF-6GKJK7H)S$0[I8 M_N_370(H)3&(4"B`A9L_'&VHR_D+%5\TKO<.FI1]$<'Z;UG'%WF\-94P3DFQ MQ.7\8V&WMXR^T7)\_.KG7KT+#LT64E'E:QTHU,5TT*JU515$).5:Q(H?D5Y: MJJ31!9>3ZA\7SCU\U3>`HP)![97)DQ;2:CEN5J*T@%A5,C]LJ8!3;_U"^P!X M!WW`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`7CO7F?-&&F^-G%?Q?K]D+%F M1LF/X& M$,R;(N6R!FC9%-`I?C3((A+;@'`5]U"O0>ZCV/'@`:#P%"8DQU6.;:,:9S!5V*5E"LTE7?DZ9"$"Q%P$%YBV)@M5=2^QG-J]NJ.++U"[M96K M%-OMJA:5*,Y2Q6%?&K2#BW@V<7\>C#KQTO\`9/53MG+IFR;N'2;!V=($U@V3 MK5L#GZV;6XXP'(912M4?BS'%?99>G9K$43@JJ9RE(''DPQR==_MZHRP% M=4BJS3"T8ZH6XN79.SPT1#6&F2/\[8IY(!A8F/8&B"%:N9!Z:01GST,62MUQE,<.:9A6-9V+'^Q M)ZO_`'L>Y_>4[@&':_SCAYV:]C,&99\JVAL-Z$*)D?`V%%N>1B]D5S)0YDA( MX"+/ZB9`S18LW[@T+*,S<92(H5Y8.:D6V-8@K"/9 MVB\YA)$IXZD8>BU0R]#7QU`5PP,I)Y,RC"5!X8SI5HY:',$&NJVZ[94O37%T M!6:!4,ZX_N6>,YP="OE7D6E36P'3PVSR=!6N)S95[I6U#8,I%RUDJ^Y M5DWK@J<:YCDA1_DW82<6UA[673M<3]J>,8Z.5=Q[M,D1UX44)!LB@^DG+Z)2 MY=J=F]:JM&XK'0,X*FDH)!(HH50@;-P1JCM!3\]PV<-C]UD-D2U3&F2< M=T^G1FM./L(M(4,G63%T_,2[J>J]GL4Q,%9$Q6T1;M%1*G[NEE3F,((E2":^ M1(U6:Q_>H=%NJ\6EJ=9XU)H@V;O5W2KZ$?-4VZ+-Y_VCM5O;L@F$048E))Q^!*,DP62 M=//M7*Y"RN8HR13)&%`55BJ-R*G2^J)51$`X'>_\@LT+$;* MH_X.Q^#@B!RB?^1*C_F;WQ"#7 M20452;S>!:BC]TLE\Y#,T';'+$A&D7%9$"%.JNDW/\A3E4%(14`,H:;LS;I9 MRB;23>5J9.2%@S,XQ10B)2*0M4W*4DDL&6119,%C*?'Y=F;G34`04*3P/@$: MPTKLOK[IQJ-AP=).Q=&2KV[$_>0E`*NK#&;K`0 MCA5),J@$3-\92@`5HMKT]B0V9_)H'%XX$!QH,7+J65GM_7MJ3Q]B;'Y84 M*$TK#(T%_4:,7)7W\BJF9!06ID?D#W``N#ZYN-MG$-;3[;Q.ND181LHC1&VN M=@R78X8M.,R0\$MK[)E9JST]E2D?E`3,VY6IT!*/J0P"`AIO%^.]!L';D72A MX7Q5B'%&W&4,)GS%D5MC:A,J3,73$['(A*ZE:[/C%V]I?8VDI'*\=@\;%+ M"@5I)LV3V'M!62)5#K-2J'$Y2D62$P=/#$EKXZSAMY'8IA#QN7HK)6-2[.28 MQ-@9IV"^OL$8W>4%ZG*2?M"2XL\/'@FIOXPP)MQ1]5R`L)CJ!V]=[7K[8WVP ML5@&+CHQ6C['7NK9Q_BJT_KK1_L$O`TZVY!DE3O6C1*P2CQI:8XSV1;@H@X= M_('R'.0X\#^ZV6_7B=PV^L&ML?#1>'XO(F>HY9E6:H_JT6G?:MF7(43FU9I7 M749&N17>Y=C9Y=95-N";]PH=PD)R*E,8,*JN1M6LA:+*95J-7C5-.[;KS:+J MWJL/3!J\5)X,E*=,2TRPCZ*T0AU8MI.515P)&)4VROJOZB5,XB`!('$#FAO< M38O>8K9H1^,'>.Z2YQPP;-5V+9C0UZU&*U!FW8N?#EF@VKQVY")*?O3*4"F^ MH#P*:WXFTW,.,F=W$565X=_/CL75IVNOY%H_959U-OYS8I!@9Z1@F@LTB%'[ M=(5TVS=-8KLCL?ZF-E^Q&HZDZ^3,L^WD=;&[AQ6;\E9HM M^P.1;=A]9\:=NBEJQ)3I6BQMG$4Q#X5W&M>1LC/6:=R5BJO1I+5[/%(">L3PM;3;Q)36FRQL> MB5805%60`WI\)%CD!:O8_P!F.+<$Y=RUM;UL=RL0UI^QMHE;SFW`V),08`OE MT:9DKV'\?XQPO(Q,AE6G-;2[Q1;G=/2;6^0^[>JUT"E<,F3@ZJJ)`@55]K(_ M5W9G??;3'G=7"3>U]KP=IU*7*TU_"&#IV)V%N,\[7AMJ<;4RMV^GU"E/+/KU M"U1"1JAFXP0S+I9HR?"L<[H>`[#J.[9],X!.V;>]A/:YC&[;;YMQE6L53E,L MM)J>.$<=8HQ%E+-%NQ:R>ML8TIE7/[ZG(#*'W,TS2=/R-'PBU2<./B`X@S;\ M:N3AIOK"BINO31;%!S6T6XLM$S@#\AI:,D=BKZ[C9-1Q]FR,Z4D6"J2_R"3] MP*!X]0`"%!^W`19U29CO&2]X^\&L3:%3A:9C7=ND0=3K-3C4&")99/$4=6K) M[QM,B%I%PJ0RIG3KBUZW-_'!7"C4R6F> MS!@<(KF;*I#_`(;N(`9-<@"9,_U\`(!_KP('_CMX,P]2.L;63/%-ID>PS!LE MAFCV+/63%GN&K4!.0J#<02*1,A")D# M.XRN(M/R"K+9B-G""TQU%0T8Y@4ZY4H`KO[".*]DY5THYDG[F5EI25FIM[)3L_.S4L]7=OI!^Y< MOGSM91==514YCB&=\`X"MNI$B+;`&>HUO()OT8OL+[$VA0!-47+,5MPLN2*C M9\^7=NE95VHJ_,X^O\`2]C`TG@*]UU410[5>S)@W:D)]U@OKNGG MKOU5%1=^XC]IX4$C*"4$"IHQ\$AZD`1-["8P_0?``OO"^W..=:.S7?JOYTRO M;YR`AE'TO3:G0*3DG81]BV-R!:8.SRD=>83!N+[G-8@&T2GH\A(RPK$4DFPK MO68"DJ<>`PZQ=JNEIG"U:FY;:."."\2NJ^;Z6;S0Q$C?<%D6:0SL9@1(4DG: ML>=%5,%0!I;!;,VG)L)&0.CV^%'G M[%4IN%QJXC91Q-U/!3">92@VJH2#(7/W2#I=FP]#^B0_'P.Q`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`P@T3@+GNO9-1:_F++.%J%K5N=GZ;P;,Q56RI:\'X&4L> M/JKGP-^;TPMILMHIZ5BLB%1M<4]71B4GZ:2PG*0.-'L/E5(U>67 MT`[%(]DV8.9)8TE@_'K-=-LT]!7`S-3-'WA%RI"4.@L4!5!@1T)$C?)]2`(\#^->P*Z.#K@IUP]B[-,B;@6RKG&."!^ M]6;J+@*":;?8Y=1J9=!--1([D$$C@J!!,"A3D*'N!O'?C'A$B]=N_AE9ARHT M5_\`U0UO31A5DU7*`GF'*^SB**#0RK4WJNF*J1DS$/[>AR"(9:?:[*WS-$TM M`-QU$GB3@X.#/M1$4VZA$_D:HNTU-KP<-Q>#^WV,0"I&_P#D]?UX'2<;9YF! M[+L&'7AN(^5C&,8Z;N%)W3J.CY9Q)*_$+%@_?[8(MQ5C_B5,Y,<2E2(F4?K\ MJ0'#6\?FV]0-YMF5H?JGVHB\EWJ*J]7NUKCK#HTVG+9!4TTP>II6"29;>",T MA65)]XFT,N!W""#@Y4_Z?[`"1>FNT%:W/UJQCLU3ZI9Z16LI-;(^B:K=!B?[ MKAF]>N5CIYV]@3@W\K$MI15>O'5500-Z5CZ/I77E*9:J5OPM,WB?R"^L>%&D17PJ=\B\BTZ/QP:OF^5R]=NH^=. MO\:1_@322-\P6_=;ZIM758:S);4YGP]F.=?RC)S4W>(,(V+"T?78LK'TDXV6 M;V'+V5U;*JXD?ZC=<@QYD$0$ARKF$#E"OQVKP=PL?;5A&M5B`[%IMK9-"GQ9 M9/K9M^.*-DDAX#9N/>P\AEJQ91=1$"TQ=#R;X@IBW?).B2+DIQ**13+.\C&X+_),4G[)@G6)V_1C,TZP,LJ3=?83V;HB$F,N696?=T9>LBZ3= ML:ZS9O$'[!9K,*N0*=413#Q<25W8MCL?N&YB\.?DLN%W]XQ%(SK:D[(ZQ1&1 M261M@^I1L.MFN64G58^RR!VT0V/$G8NE(]"O`T2A;1ZRTLD?.2F+<[HG7-@9#!\\ZC];OR&9=<,^;,(QK:G[Q84H5/0D"[(Y,2?Q M+Q"9R]CE3^ZXBQ(N6UR?.(XZ+FQH2+A$RB"_H`8!AW&V6W_6I75@UA[ZG+.8 MUHG'PEQQOEC.-P`NS?T253<3$'3$L[U]6/QL]CE57!(5&`!0S;RC]D911/Y` MN?ZJ+E=:NZW.2?!Z.7+]JU.Q;>JV/*ZH7[=DHD@=HAX-^Q(Q""F7P42A MX\<"I9^)77SQ.=^ZY9\Q<1\PAM54X-\Q?-1CY%B$?;]AE@:O(]5R]=-%2+NE M`%,RZP)F*)?("&M>)=>\ M;[%2-\4I]5;5FR,\CVJP!%J1_#2H'<`JY^ M4YL+*?,8B1E!*)_WF$0*8X%`!*$+,8:KZ`9+VKZANO\`J&MUUS'HW3C]CTIC M+,NRUBH$\;8EY2_Y1GE)[`1-4AXVP.L8P646$?CF5BOTCKC=4BHIM6]2I>WN[-2JC)DZ=NVS"MU[9;(<7",D%7ZZS_X$8YL MG\?S@18Z8E.L1RW`JS%PW%L=4R?`A!U>9,OVH&T M?;%:-UJDPK.1]BM_M0Z]!O<61%K_`,?V^9V9K#JO8M>48F0D("Q*U5)^Y'[T M[@AI%M[J_*W`4@`X;BR]V:=BV+,I76F-*[HI;H#&-KV,A\HR#:H;MP\O1XW` MV%(;81-%A&KT9](Y3L=GQO9&?VR=492LUN\;*JRV&KL\BCU__`"'!P5N^R6B%VQSIR;!NX3<" MF+K\40'R0N%%6YOVD)_6:7BW-7(>")I@/APB8//@1-^ MHB81$PAUT6BS;\@UR]<#*+H2G4&HC&IK1J!HB,/%[A18R:["4;$^9%W-A(-R M.DW(^R@,$/C_`&D'R#F^`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P# M@*IZD&S)MB;;C[%1T8B_9SV*+*I.4BHE;*AL_>4/@:)E4.8&H(HD/Y,!1,H< MP@'J("(-6X"NI8GVCQW6%''V./_`W3B;/V&\[.LH- M,09`@<@GPSDR7PYDI>NJKO(^LY,K\3!S4_4%9,4"1TC)0;2Q-4W@LU7"35V* MK50Y7*"Z281*T>(H7.G:&<[ETM\N]\88$5RK$0:`32[4)(J;0CI!)<$U$B%. M80,HB-J_R6)ZA;+V'7^BX_P`8]=,GDBMM\%%TFJBD4!"W[JOA;8C#$-;8[8/<.W;?2$ MQ(Q*U5FK;B#$.)'-+BH]BLV>1B3?$L#!MK$M,NE"KK.GP'4(*92IE(`G]@AO MLCU[%VD[$JMF#)\9D)M@.`TFG<6M[9BC8S*>!K>VR^OG.*MT?$2!,+WNAW*P M0?\`:(N721G:Z\6W=IAY2,N*9B!'+'W2K28'>;8&^3]@VE7UJN&!L$1V.Y!+ ML+W#+>5LPU^R9H+E).Q/XW-4==I"#/7;+"*L$Y)^^8-G)W)FA43+N2<#(<>= M'VO*>>MHK-D5ML4ZQI;IK#3C"RK;?OE7`].G=GARU&9V=P=LV:M-SPTI'[V;EFDGV) M93&^*&$8K=%(3.L2=Y8V-RA9ELDJ^,ZD1C6[0%W"OJ3U#5^FO0SK[1\.W*H9 MWA=CHF<5SOLT]@(NJ;_[<,("=Q-9L[7ZQX=GIF*H&9ZY6T;5(8YEF*DF8S4S MU=^LY6?G7>++'$%FY[UAZE>I32K7/"W8#:L^4/8W)^&LGURK1V+]FMX+KCYQ M>HZ/91UDD(6"I5Y@Z'$U1E,VV($C9:&:-SE,`';JE*N8X.*UL[>M+P3A_7YNY;%RL M4W4@98JS-9V],V[P:Y.2240@QA7)VSU%*7=MS*M7")5"< M"E[F7.6W.5,\YFW%S]OE?\*;&X-I.JE/MV7,167'$EC%.KR.YMNQE8$HTFG, MB9#*.%\>1S0LXDR$HV"8?)K&%#[=9`APV/D[\D?*]HOG9%D-%SDB$K>\&N6/ M,`X\QM`9;R%$Q^!$YU:%&-A:6K=&3MTZCTT(JQOTY1#Y3@X: M+G`.5U^1%FB$LSFV0OW^1PKG6I&:$7>/M.1,MQU-S39W;NRMH/:9JVQ1I9FNZ?HQ\F,5.(?XBH=05#"$8LA72[8=[3]L6$:SC") MU\ZJ+3D-C;L=TO(6-I1!VW<139[&R;>06(Y:$40^U,NJ"B8-!W=4NDEK-IJ6 MZ2-7R1?;#O7UXRDK8:3192LU5^[1V:QSQ`S?I@Z_4S-BM!-A9PN"11(('*ZO=PSTBP+"'Z@*G@?KY MX&$E<1:?Y'8HMC(.IQ;I_4,DVK%>_?;ADBE/PC[1B_J8ULOU;L$W%).Z;7[54IK>:QU=O,$=OF; M20*>19F=*HG,F"[;Y$_D3^,1,"FOQS;"\LF:-E='=9\K9TE M3V+!,K%2%_BI=:HHJP,!AETW''<3&P:"+`E=EFJLZU,V%U*JH+O$&P!=!X!P M#@'`.`<"(N\^Y6-]`M9L@;59=@[58<=XT"&5LD71QJZMM6;3<<.7"`UB7VIS-+1+=FWZ]MN6[>?C)=G+.IF=U)8IUA0 ML6LH89)NVVD=O'S=0!$I%&@*E.8OJ`@8Q`,$'_QKGZK_`*7M-15@U*\=E&96 MC?L#(2Z"*H,,V9%;_P`FT"8.=95K,>OW13HB+,QE1%`3)>IA!Z?`.`<`X!P. M-4Y$DE5%#`0B:9SG./Z%(0HF,8?`"/@H!Y_3@)C_`!\BO`ZE=8CNXQI%IJRN M?E8PC-!FT3?PAMD,MA"S:K1B4$T'L[&E2>./<17476.HL/RG/P*J_;?C/LAR M9VQ]J6.M#G$H##(E-T\A,Z1[/,>%,08_L6.I76NP,HVO7F+RY,5=U<;B*Y7S MJ)>Q;[WC4D5Q5*)C-Q3!P6N>\O8/HM@JX2N<="MOM@)^BXEKV2\_7S//9QI7 M=PJ3"H5=5[:[M5:FWM+>0I--MIW"KZ.9IMUE)`/B;)&452("@6+M-MFZON7J MU@?:*GQ9Z]"YPQA4U>4E8@WV3J2@7:QVRQBE2,)T MQ$R:9O)"@O#,'9)=M=.S?)NN%YQSGW+N%G.H^`\GXWK&MVKN1LZ6RO9&LN2L M]5^\RUNG<;Q$LI!P$M!TR-203E122.NW#[0"B5V90-?X<[@5;%L[M91['KEV M'3U-K"."9?&-'8Z#Y:;V3&T99L>*+VUO=B-*PA/LW=FM34[Q@G+',HNW\_9` M9$H\#MZ\]P1K;>-K8.VZQ;]W2-H>SUDHV.TL>Z&9B>(TRD0^&L.6):HWAU&Q M2RK6]I76?EW#A&1!%Z8K]N)2?:F;G$,/TX[F)"YXPNLYF#6KL-OD^3:W:?'D M$ZI>A>1GI*A2J9FRT0N/:):1I+5^Q4M5(IZL7$2ZAB%_P!QK5EK5#LM M.INO+OS.V\R8BRP M,:_"%=Y&EIGL=FY&12D:5)'U]=S;V171>V23R,\=9?=IR#E\X.I,.4E8E1V= MY4%!YJI$C'6I_!6O.61<<8IH64Z36IYPK0;"YK];<1T.RY*N.]&-Y"@XGP[D/*]O1B,3V:0E0L MM1B5K"K4JI79BRI0[R'E8>'4,M,NW+=7YR))C&G*(J$"KJGI[L;>T:E%T^JR MTXTM=%=Y(PQ5(2`FVTEFVF5Z7GX.]77#4,E!M'%^AZ&:H2JDQ,/",CE;13DY MCJ?$/D)IR?3!V*9+DM05XFET6REWT:3$]JK-KY*Q_7AN=?@,>QF6G[MV,G,D M?5#[:JV$A#,)=RFY_ED':*)'`_&LJ%Q_\=+*.:]3=.M/-5IBB1DB\RKV:;P: MX9>D'O\`,2:M`/A_#%[R1(2-7E81RO`/R+9`QBI&*.7)P:J)KJBB4ZA0.(,E MW9QTQP1N9`YBJNQ*.#HZP:Z]@FT&P=LR?BIOL-5`HU3JNA^.;/6FU"3>5%ZE M4&M5Q['.TVJ3]P[.Z272(50KH$R!/O-.N&9L^:_ZSTJ0S!2[5=Z!LAJQGK(& M30HLMC.'N]3PKF*N97EVM8H$;,6]:M34_#02#)JU7D3MR*F$ZJI`'T`$B[<9 M,S6?;*F2T7V@ZXM6&I&9MIVN;CJZ(+KL<%MCZ/9!R],C?&*V8W`9TM<3B&,1 M9E4@W,:1(ZCD'*"JR'V!`V,DDTVAK80IY>5`$):6 M:I.3'(W3,*S5HJX'T`JBRHE!\_`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@?" M@G`@BF0#G#QX*8_H`_4//DWJ;QX#_P!.!]\`X!P#@*NZH9%K(TG=T&;QF^09 M=HF^[0%V<:[C0!4^:'[YPVKOM&-%8?^+?G1=QDA7G63]U/Y8BT4L^<)+H+.?C2/\C4A!`3E M\C[F]P4EUU-8:#_)K[F("L1T-'0O^`,`/'+&)A?XYO%RC>!Q055N@5!DR8LC MOE)-5RL"(&([.I\IC&6^00"UOP#@'`.`<`X">.]=_587KTMUBMLZ_K#.O9DU MRD8^P1[QNBM%RZ^;*5$-%B1SF)GD9QZNE)J(,6YF:X)2*K=T;XRMS*IAC&+Y MEN^[S<^0SVC82CQK.DM"2JUV:8VG*UG228SD[1WCR'08NQ#Y"G,G]$%!_J%(8AS$_Z@!@$0_00X%9G\>':W$&->IK"-0L:.83NZE? M]D8XBE>UPV3NS%^P/L1E>0B%8Z8J&/+K6WZJT:8H"UC)!RBQ4`&IO1'$U;$S#58VJXSMM#ABFWHQ3"*9^AG\E*2:F&DV48U8H"=57YSD.":1Q*4P@`"! M5^P["]ZKE=N5$QKMQ=:=;XB!L-3ME5VRUVRQZDK#6"&EE<:MVKR&>, M`35(N!O0Q%TC%\E.`\#RI[L=Q35H>RV2R8.W9@:S3:ZXMMLLLUICL%$P-UF+L\?(;5YG<,ONHM?^M#N@;&*" MK,P%%LIY3\?M\B%0C\C*IXCD]ZNT:>R34AEIFB0>BUIHMT1I-C2/%S\[@')E M398^D,BUV%=LHEA;;!,Q$J5B_71),EK2Q052^T]RAH&Y80L5@V%V]IK35._* M;(Y]ZSELL8?J+O(2-CQ]FS!A,28 M4CB'!C<4T4PNG_`(R]9ME3Z6-/(NZ4N%DX&T0$P@^CQ3`&RS-=-9#^BH01"(^_I\K$[C%ZPICNU)/H_8S86&AI"_2F;IJ'BYB$9#+K`R;,3G(FJ=RH\1.B4# MIA$+#Z.Q`;5[7P!,9_D(NG*;#7!Y/JUK/^I`9"K)7&/Y!K]SEQT\M/\`:EDG MY1NP*K$_P2CTZ$84"F*V63#R'9UU5S_+98W:"&P_^09+?PNT+8DE#T'9O4J! MJ3.7,5DR_1 MBI8&JSNQ%3E_O8UO'%2=E3:B0K[[@I$#F3(J<$O:];B3.QG6UVT8WK>C>JV& M\:X2T3PK5IS-6&<)/<597O5L4S;AJ(H-?S3>_P"[)E"Y3TS$1,U*&!0P*2KU M@HX2`2G.FH#J?Q#<#YBU8N.].*,\X:S-@2X7J@:IY7JU'S)4)VMR/#%*NH&V>R4 MLCI5FGW?E:.45?F48"U*(*E]3(^_@H@=0H@&QFFJ^<67=+,;IA&5 M<^ND[UQ1.MQY="=:I6]OEF"V&>Y&28/JR=I]XZA758ECG2?D7%,BB0HF(4?4 MQPEQG[,VIT7&6G`^P>><+X]6R5C^=B)JD7K,=.QU;):B6^(L$%*/XYG+6.%L M"#%Y',9(B;YL!?C,U6,10#(F$H0$HN,^EVGV"@3%*S3K"G.XQT^?Z%TDY=M: M_-N(;661D6#QQ0VZ4AD^0-_)@[0]`F?`30IN3I&V2QS9Z;>=4E$F]OI55B3Q5IA M91O_`"<.Z:#\D@^!TH[.&=]<3F4/G[6^-(>1BT%.]CNQDI%N!2%BY-Q#X1S" MQ3,,852/2BRIEE%DRD(0Q$W0+'*D`J`!`9MVL1=D<;*:K3=4SSD36`:AJWV$ M7N_9?Q9BK'N:K:]Q71&6L]CM>.RXQR!4;XVNC"=6;MWPL6D4X>+*QQ"I"'L< M#`WS!U?M-7Q'0(&ZY6ELXV5A76A9'+4[6:K39F]E<"HZ83H'JRR\A:, MW7+/=KD]0\V6=CEK)E!Q_C:V3#&U8PMEDJS:P4+'56KE,@%:W$2;9@+=*.`_ MHU_K_(J)S&"+OXV[M1[TF:'J*'4.*5%R"S**H`!@399KR8T(0H`(_P!-,J/@ MO^HE`!'@8!(($>F$@3T;)%F9$J.>-PD%7:S MI(P'58LQ=IH@58!,!S!Z"!0$!!;&CYUS_DW]QI5&\<8B&L&JB2;MM'QS=TF0 M]1Q>N1!=TDR3?.5ES*G^4XJC[@@D53W^)'XPL[<`X!P#@'`.!J/.."<3[)8Y MD\1YNIS*_P"-YN6JLS-U&3>2C2+F'=,M$/O(1J%A@6JR[-4YFC MQ-,47":J!U$S!J!+23!2^X1]YK!`GLV?XK'9L2X^GI-&,0C<:8^=(,1EHNLQ MD7'L2/)R7?I/#J34F9]+(,Y)Q'MET(\XMA"7?`.`L#0J03D=H>V\Z1B+D:[R M4:/%VFJQ6(*K'235-LNQ]V2@B"L>NF8#E4(51,Q_0QC&*8"AV]/OXY/>[MG0 M;L#M)'_,^K+M^Y4(S]GZ#G3O%!&2Q%47*KL4$U&RY2D533*00$2"83'`H,;L M:BZ->GE6H*FHO'3Y65N^Q\B_677=+HA)*;%900>E8#((-Y%-D*S<3@5R4''R&.*@ M`81*`.1'"6(_\R*[##CVJCF]7'K+%)\HGBFY[@&.8V=E[,QJ!)8X"JE#-IZ> M>.03+X$5'!_(B4?'`B'H/1:%?M0]6[?9*2RE)BG'L=RHDA;$8R;LE6EE;-D. M*92;63;)?;M)`D'9':94VX_`V*Y,1(`]"&`)O9#*!Z!>2&$I2FI]F*)C&]"E M`T*]`1,?_P!I0`?J/^G`C?U[GD%=#-*UI8Z*DFOJEKZXD%&R_N^`CI;MX!5%$1_XP9]\*I`8RJ0ABFUB" MB12?N,H3]2@'ZB'`]FC8BQC9#X1SO.4B#F\N4K#C.K4^]R#8'D]7X*VPT&]L M#2'66,5NS2^K M6J=W?:#2^V1]C5/%-MQ1HI8,5U7+#*XR]3L-NJN([G79"R,XJN-73=:?K-?R M`Z3077*0[3[M0[7RN`'`--=CO==U@9:STIC"I;`7^GX&QOJ9%,Z%FS0N@3L! ML#D6_.W-BF8O7R9HD]NHC=_+N3<+TG#\BYFI'*+"4 M+CFCW"Z6^MUQ7&DK7TSUNP)V:\2*JQ#1Z$DX!1(IP,4I.![5<[I>B6BY7RYE MVN[RX?1R!F:-H`9,FFK_`"1,LIAKBZ*E("FBA'$KKV,CUHV)F7!%19)$%0@` M=QY$I#"'Q1.[#H@Q99LNVZH;S8=B9_.-^8Y,R4Z\Y+=$G;@VH=0QZSE4&*M3 M49QQ/[0HT8B<&J:9%3I"JI[*J&,8/#POW5=#.!XJ[UG%N[-!;M;[E7*F<+@" M->S395Y"_9>MTE>;Q,JNTL>O`;M7DQ*G*V1*)4D&Y$TDP\$#@=O$/=OT-X,Q M97\(X:VVQU5,)D,H:X3&SN#<"U?6S77+\O<[G-S=@+FB1R= ME*GTB;K-7+&S-7K[:"A65>?V=,DV*"QA4<$%RY`0?YT]=N^A<5NWD5S#36Y& M,<0&TQQ;CR+HFQ[[(VQZ&N%BQ9?;&KD:(1O4)_D"XT/"GVDPQD'$G;!;1<;( M`[.+ABU52:IA9"WSTYR+O^EI#L+J!MY4/*N(P5;4=)PS#^)J&3X"$;(MF;Q4!]&IE#G M4$#G.4`#@1B-^#]7'C9@@\[$'#(8UNLT(M#ZK(IN9(BLE(2`/)I9YL&X(ZD4 MDWI&Q#(IMTBMFZ11()P.H<)4!^*[LFEAW!&`(SN&NM5Q9K/+9+G,),J-J?!4 MJWT:3S*]CIG)Z['(5;SK&W1R2S3^!OQWMS=:D< M?-<1=S=V@BX?O^5,M8ME)?2W$]UL<-D_.M;:4[+]KLD]>,D6.1NIK;6DUT2H M2*BQ&RZ_W!?*Q0,(28DNJ'M8GLBX]RQ/=ZMB?9#QC6K]5*=:2==VM2;N%ALG M+5-U=F#>.&SF@7*$TYHD0)E'31=VB1F)45DRJJ`8%)]@FW6XVB+_`#EBRY]] M>U4_G#$-/+9"P<5U`XI4QY+/IFGQ=PK,*OF&L4Z4ID61_%R1#+O3NOMF9_I+ZA]T5)G*I):AY/W:QKL+N1JUBS45/$E?.A8,36^ M&3JYL47"P3=TM5+(/Z>7X57"C)JL@X<'*8A/ M3Z!S?CQ=@MXH^DG5_J;8M,L[H4_-DIFO'M`V=4LV'BXWL\Q7YS.N7K'(P]12 MOBV3G<'78^K/F;]TK$MRH*MS&_?[(@L#&K/&H(_DFXIDD6S]-R]Z>LFE?/5V MXA&.D&.V-/29LX]TC&*>[YDH[440!:VDZR!?R?^V=1O M(P3UM/:B:X3#`(:1!S\[(M9P]NYUV[(&$?``4(R8-W3QICGL+[9*M)UW8J_*0^7]8FCU3$^J&:\ MKQU:ED-6\?Q+BOOY_$M*MX*G#V"8Q?KQ>)H_J8I0!DS+\G;1.6-)-X?7KL6FGL*JLSGXZ*T\LKU M[`2:*B`'B)I)*Q^L?)?:.DW/QG-X*@H7V$#F`@A%K0?OYU6PWJGBS#)-6>SV MWSV-FMFKDL+34J8N3Q.6"WV.1<0+F<@)PK-Y+02\BFPM/09 M/D$JV\8-E:+]L+2_96ULT5RUI+O+JQENWX&DYJH639S'%'I-5N3; M"E;J\7<7$:XC\B3-B6<*/'Z0%`\:F<%'"`*%3^8O@)5=5S!Y&:UY!9OE57"Q M-U>P)0'+@CA-VX3<;JYT<$.\(Y\*%=$^42'#P4`$GCQ]!$0@'K!#UJW?D%]O M,+9:U7K&Q0U@T.`$9N)CIM(A@J=@^(63C4@5BY=%5!VG^T`,;U.(>P!X"JK1M;=Q,F]T7=DSUEI>!L:U"] M!J5A:U[/7)ZT*J*F_<<>!6Z_)8W2T,P%@V*U9M)8:&V1-?\`4/.]>K-> MQ6^.H.+\>;%5Z2E"(7!C61J;=\A4ZA-%;0[A^@LHU`WH02'`IPF96_R#^IQY MA8=CJ8EEIYA]'+S#!;^_5[57("<'#9!?0L/-PL5.RR5;;L8-"5CIP/T1C8=4K9RE&QX@"13-E`9-RG334!)0OQB*0&3`?B(/@/'U* M'_0.!_!@X05%5AAXL5EB(IK*C'M!45(V$!;D5/\`#[*$0$H>@"(@3Q]/'`_. M4Z@1WGB^ZKN3R9I/@7`V=96.RGL%1,K3&*6$9`W_9:V2D&:`E8*LV)* M47=35%%1ZW6BA(HS:F(59!10ON%@+5R,[_=7:;;<2XXT"T/B,8IY)R#>< M7W`O+NM8[K%X?QDJPQ5CMNE!R[V(I-/GOY5PQ8BWCH]G'R"#)BW:),RD4#H8 M3[3^\;->0=HL1TKJSUAN%WU.R!!X=R;),=Q4Z962Y%E*LG:A<5@;96%7%C@5 MH228/RIBJU5;-WB21U5%A4^(-SN=Y_R%3IQ:;7I$PVS=/USI*G>=@N)Y%%H# M9PX;JG?%8QS8C1-Z4"+(G!90"I?[@$QO4@>HTW1_(4.FF*W3#@(3J33EB8#= M@N-FWP,4FBJJ;\Y302@"Q4<)`0JI3*+',8`^`I1^0`[I=QOR$';Z09(=..N, M6FT<$(C*2G8)1'4<]17*5]A*FO",;G.-.U/")8BJ/K"FX&&2L;Y8P-X(\NDT7=M4ES_`".& MK54$OD.7@;"8;O\`Y#\ZT:2E>Z?=796$D&365BIV/W_QC*PTY%R)"K,'4/(, MGI4G2"K58BQ5P#XE4OW$']Q0X$,^PCN0[8-(\#M[KO5U(:L-L)Y8MS+"`Q+G M;:`R1&SUBN-;GIAG!V2I1%ZXD+?K#CJ!UR98UON>[!F;%C&XYNE7&9*E>920C<(2LQ&V/"= M=B6KN5^.*0/$%L,DVH MR;`PUGJV)E6&.,E6#%,Q9,&PT+?6K%[<6[M-NU?`OE0\F,`G*!3 M^I`,!"@VW@5D-^-IL6ZK=HNP<9E&+R;<%-I>K7%>#L>T[$.'[WFFRR]Y>99V MO_BX1_5:+$R\V1K*-';U3Y42E2,5/T4`#^AC`M3\8'$]SIFX]Z?2.$-G:-$4 M+03'>*KM-Y_U4QSKM_;&7[-D>+R@_J4=.X_9,)#*+"=IRK"293MJ`]LD$!`S MLJ2)6Y.!>:X!P#@'`.`<`X!P#@'`5YHJH)=O>WAD9=JL9'ZPF,*BJIR&]3IB4`W')=[W5"E6P6EY*QL!"R4DRJ*S-.4F%89Z+=`#BLJ5FOZE$R M*I2!#3\5B/*AU<2,TU3<'A;=MKLM8JW*J1KV+:V&!"TQL"RFXQO(,V+LS%P> M#42$3D]RKHJ$-ZF(*9`9&UG@YJ%5+LUL"YA%)MJ_:* M3=9D\ARDM!SD:G(#\BD*Z:/P2:JIE*@LDB!TO8A@.8%M:C]L77_%RNV.%[?M M?1:[D;`NS>T\SDJ$O!9FK,Z559G9F6CXE^:S3,+'5Q["$E\A1;,ZI'1E&SUV M9!8"F2.(!.#KTS%CW.VMXY'Q=D"&R=2Y?.>TJ<1;J^J\7AG[5'9;*YFI(UR_ MCXQRZ8IL%4115^,4U43%,FHJF)5#!L'3MC;HS`T.PO4#8JU:&U^SB#^*M";A M.6!LMG+([F&D@%RDDJM%3D&NV?,%/`@HQ<(B`CY\\"O!WXZ^9]R-N_HCF#'_ M`%U9-["<5XMPOL=7KC2<>9+F\+N(.WWU[32U.;:Y;K#M.P4.S5A2"&2CW+5, M%E%4_1,Y3^#)@Q3\?"W3^0.K#"MYMPW(+C;DP8LDY]VO$2MR_M6HV5:UU6F??+MXNRK-RN"/7+9J59ZD1B=0/Z2:_P`8 M-ZVLU"U_W8QBAA[9&DKWR@M+-&W-A%-+1;:<\CK;",I1E"6!A.TJ;K\XUD(E M.87,CZN`3]S?O(PNGA' MGVR*@>K4-,,,=D\+9*P!C[:;N[=(67'URN%WQO8T(Q]! M:I!&&QY2JZ\Q5CQZ^D6TC)LBVB0A4_XA`OPPQFQSK'$/U"6+1./9,V")UU$6 M35NT24=+JNG)TVR1$4SN'2YCKN5S%(`G4.83G-Y$1$1X':X%)3\9N3=AVR]_ M,0DFV0C%MB9^2500;_")7K78[8-JV`!7.[>`BF@[5`J8N#IIB8?'GV`0"W3G M_;'6'5*,KTULUL%AW`$1;7K^-JTGF#(=6QZPLL6K@ MBBJ2(G4(F8#"'CZ\!'72+D+'V6][.\_*.)LG4/*>/;MMSB63KUFH$U$6J`FH M@F)`&)GH>VPDH_C9N*=JKO6?]$OQHKL#E!4XB)4PLC\`X'@6H2!5[(*C&6E" M!`S`GC8$J9YR0($>X]F,,55PT2-*NR_TVX&53**QB^3%#Z@'Y$%PQ?48OK/[ M`J-#U[$N)IO`.^FI=2>T>SSMQO.5KYDBL8SV6HUO:4">J[FXU9[8'JJS^3=) M#(F@&T=#2:C8SLE(L3-Q++Q4>K&2\9D%J^82`M%6SQPVEXU=PU$4UVPH?)\H*E.0GD(S=_ M&G.MNO6*.IC"F+-?*S7=3X_L(J\5D_$=%EW^/V,N3($7&5%*[SEJA4%+R^MD M8)R__;1I49$Y`*@L*Z1P,W"-NN>1`A:FR@JHSAG1+C('*ZK%WLE;-"O+XL'S.;-.QZ2;Q04HYL1()T?BWZJ+0V" M4NP2&EZ)6J5M5KWBC$K7"U*5RO.NZW9-9;WE3'\S=;A;LJY#NR[^QW`J)71V MD2C%PS,7!TFC1%,@&7"?ML.U-^1IAM`$5".DNH'+[I5Q]%$G)5]M,>MVZ7J" MI!;&9E05$QQ*H"GS%+^WU\B#Q>`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.` M<`X!P*XNG\A7+YV'9*P+;6T-8(ZOS^PFQKV#BK!D&+R93LOP.YM_:I,W$41(3M-S>NEZ/ MS/E1*_POKM(',N90H*H&!9T8A4A\E1(0$B?M3#@-;X")=BM?*GM;VOY/P7?I MZ^URO276!AZXU^W8QL\K0,CXPR34MQL@S-$R;CR]0RY'4+K&/6BP7@M!P MWCBO/K7"XPE6\+))1U*9?:2";`(M%X[13=(IMOD62`+!;`^W0I`$HWUQ(L*P M^3,'F35$BMP.8"^".&*1U%E$Q`1_<4I#`(?N`?8`^"$V^$5OD=:W$!1NW!N! M&&3U19NP&0%VHL)I%$)-N8HM`3(7[0P""HF,/D@`&B-7,X[2[082B\NM4->< M>GEYO)%81B/XO*U[(SG,9Y4GL;2_WAY%YBQ[]JZ1.U[*-%Q]D5"G=>T%7!$4"_3@>>H_P"Y4%!(E5>LDZ)'"R8. M%+_M0DHZ:BJ4&[L69<:+%8."H@(G;_.Y*)C``+`!?)@U;BW,7;[E-YD1LTJ7 M6;`.L9Y*MN-+%`.[[M+(61I(5YP<8F1E6)L=PYH)G<:Q(Q=CBP.5?[N&?MSD M,)'1'"8;.8H]S2Y2?R%&/0>&`$B" M)U%DB>3&3,?P0/M6/[EE#"5&W=9#(A73;PNICK:B3,JR^Y0!X(M2Y1B00="S M*H9,/F4("ABE,/J43&#.M)=?-C,0W+;/)VRUNPM9+KLQEVDY+2C,&PEYAJE6 M$:?A''&&CLQ#($K,SJZ\JECE%^)1<'30.Y.F01*4!$(&]>RZR?=)WPL/AEDF MRSOK[D$P?N&[MJNO_@"T-EE6RA'C]PV2\>OQ(G,0I4C`!44?42B%'VUV.#O^ M/.ZZ+BX+'L756^<])<95U[CBL)XWI-S=P.>,MT>%EH]S5<>XZKCUNZ6BJ\D#"S;2,@LFI_64%)X5=(P^Z9@X%A`BJ2HJ`DHFH*2@I*@0Y3BFJ4"F M,FIZB/HH!3`(@/@?`AP.3@?E)Y7U_5<=@G>MB?(F0\>*3ECJN0N6CUJ\8(F54;F(`7H_QPH"M M5/I^U=J=4LIKE&U>0S77G5K0D8Z4@K#8(C.6165HEZ6\8-F2R]`?6-)TI`J/ M$47[B)%!9H`\G@?P!`0`0$!`?T$!\@/_P!!#@)HZ&GQ7_7^)_D**R>V MV^)'+7Y166CEUMR,V/18NU3IBHJ\32=E,HH9R^%4Q_<'!BF*0@:3R)G/<_*' M<%G7!>'<9ZMY0KFG>M&%,FXFA!FNV0SM?^Y\:==Z#%)DL+8('-^R; MIV]D3J$*V(L:0U\9HQC)ND)CJ&*#LZIB@0`3`PG*$0NL%+,1.PGN;6SR3'2& M3G>2M(7$XRQ`O:Y#&L>V'4Z')$-(.7NK*)L3Z4-&$27D059HIIKK`*8F*<`( M#SN!^7'W492PWL#WRY`OD5<%<=6/7[*.ON(5X*[U*8,-_O.+25372272,!TEDR*I'#SX.FH4#D,'D`'P8H@/`Y.!3,_'82>0W<+^0- M7DUYX[`NP)GSY":D6Z:Z$N3.N?$TAY.H$)D2,IT95J_(O[!9HV'EX2?<$D6 MM?1N>&\*QUD;UU MO96^.*!7*N-E"I1;^%KJ]C6C6"+B>?1<5*ND".79UG`D)*F$+)'XS3HCKI#T<^-PV<%;0.7VGEK\WA(Z&P65P406*NLL8CE-01`_@ M2D$?J4I2B``'9OY4$?R.==EC+((N7O5!G)J3[`@.)!VDSV1HCD&,\D#%T,?# MI&<'<-70K-OD=`*`&-Y,0X/6X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P M#@'`7EB&)LV.-KR8B:3#0C MBR1WV#9TTM35&0>V/J#5>`JF+4CTN[N[I';*C)O>K3&:C9 MT5X<$4V3#:_*I7R1X\3?&4.`K_``%)/R_EA;U,4?G= ML%=!<-MWHMD4CMXQ5&,Q2_9%D%A;@H@HH*R@I^J@^WS@`^?H!`M+<`X"^^L` MIR:@PJ1R2*0H9XW*;@A*)F2<-B-]R,](IMDDC/'XIL4$R`5N7Y3>J(%#Z>/4 M`GA.>XPDP":2BY_XN0]$$E%$E5C_`&BWJDDJD8BJ:B@_0IBF`P"/D!`>!H/3 MATD]U&U;=H,7,8BYUWPNLG&O#KJ.X\BF.:X8&3E1RLXZ;OI=BDDDX-(==[4B7P"14CDKF@VHCV?5?` MW,A48^QO4E7ZC$#R:2("9J45?'`\[\451P;I-%<1'V,[.NVK1[)T MUC+%.`]O'&U,W>,;X2?7)GL4JEAW8J$Q99R2V3KI)V&V8IC\L1\VSLCZKI*2 M%=FXFPK+,"L"$4:@%OO4G6S&NHV#JO@'$=DO=HHE!5D(V&>Y'O3W(UK8IE<> MIH-Y9Y'_`+Y9M"^@-V[=3ZM42%2#P4H``2$C9:*F4%G4/)Q\JV;OI&+7<1KU ML^00DXA\O&2TW`TZ\(_DO9+:_-9%"F=)@5)1F14!!J!0*4C4$R@4H`!0"&_16"I='K M,1Y,!*RI-T-]B32`.&S@(.2)MYE\AH0!0<++(_;M2I+?&N5%4H+A^P">@F#6 MFLC=8OY`G:*NHV%`AM-M$/@5*Z57*\245R:47"B2SYV#)0B[4Z)4D4VJ0E2% M0R8J*&66![G`.`FS1%-8O:7WA*+,SH`KD_0\4'1@.D1X@33:L$+Z(*.51$45 M`-Y6*FF14#``>1((%!R?`I]?D1]742]LUD[2J_F7($/>&KS3?")<0UVNU%M5 M'+G_`)38P9L;Q8[(^8RF MW'-[=R\CBNX=B=`@LAU"2IL[*8WML0_=UJ/>!>[C6Y!M(P;U&"Y;O]E7%3NB4':-B;1_&7$K.3>8^^^JN?LOMI2L.K.^B`1= M70"6%NY2:I/1%-J5?V3/ZE.F%J;9O73&^VV!\DZYY=3L"N.G$!;;S-'95URV3=N)MA?E*H$)L_[4?D:X4Q-LCF-ANQU`99C]4:3-7_.&/L-HS5C MR3382IC)?RR"]6FJA&BWDWB;9<2)/7C8BJK'X45"JB#9D9.#*N4D@2319*J`8X)+B`1[=[2]M5!J/M/Q+W#5O$> MF5TW=W0U%SUA%SV(Z<*P]=P]@U]3+">Q3%P46JMF8V\D9''/$-VH.BK((?$H MX0<^P*F$`3X#;OR,-C<&:AZR8/V-S9IYKYN.K1L\1;'%]/S3<7-9L%9R9*0K MZ4K\]CV);4BU!T^I>6=>L) M8TV6$YI+(5WRE:*1C^!Q]C>6Q9DW+-"7IN-6:6,7;/# M2,0\;+BU71,@(;5_%K(R)TAZA_9J%4]I'/1G8%C%(T$WH[!9.^=(3J(I?R9B M^`$71?H'_03AZ?4 M/U`!#_KP/O@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`3%A"&R'D/L8S%` MY%R?@B=J>%4Y:TFP%*XUQ%.7*4D[/D.7L6)MB,;3D57XS(-%=TF(CXNN3#I] M)3B3JPL'AOC9O!35`-L]:\:O'7KM$^9(4P>]GN7'Z)A=?=_(DZP!K(J4Q3?= M.O@3\F$?A_I_$81#U+^@`T3@*HF9MK6NXBQ3CN(5"-B^JS^;GYQ+[N0?K,X' M:":=LXN%B&R*AQ5:HJ/57()@=9X==J0H!\/@P5QM`M^:/LO^0/MIN]A/".P6 M0,99'T4JT+7ZC4XK$UJRD5&JS^':PK9+!3X?*;D:?#/EX@$TVKUVG+H.502< M-4?*A2!9\>=@-E9JJ(&Z\^Q1PX3'T,FSP_B5TD*IDOF123?)9Y&-5!WMR4+ M=VQC^M3L)EOF(Z:K*)5C66.1*W.F9+[I%9YM(W66`_M^TB9?F#]1*'TX$L]: M82>K6N>`J[:8-6L6:!POBZ'L-:<%0(XKLY&TB#9RL$N5J\D6I5XA\BHW/\3A M=/V3'U4.'@PANS@'D`\>1_4?`?\`J/@1\!_U'P'`CKM]0JO'PDM M8J)@#,-QAHNRLU9&OR$A6>H6KVW4SJ?JU-MNSC/<*C(:ZXFD6T+$X-TQDH:/1G,=5U['Q[=]+X-L\O*, MZZBX*@U77E'BSA)(IUW#A0QU3AW=A\=[J:X4)+-BO9GE.W5ZF7G"[>PT6VZ[ MZBQ<':H2S9>HE+LL5)V6LX.]SM;QKFC+54QYDK:*Y:+4?"-1F33*DC<']`U2F9ZROUI)B9Y5*[#E3 M?(()*R`M%57IRH?()CII<"7/='J]5NR_2FQ:HT'9K"&*[K)Y.QM96\]=[RV6 MKR!*=8PD9F(F(""DCNYMR\BT7!$6:Y/B,L7R82>ON4%!_C!;=:J:MZ`9AQ#L M5M3K9B;(=2VWSW.R-0M&4<=T([6IMV]1B0MT77I.7BW[.H2,O"/DV:JJ"902 M0(F0`("0"#)]3^TGK*H&8.P1Q9M^=2H%&_[E-+E4G$QGJ@M6]CK3O5+66%"< M@'KVP%9RL$-EKLHS!9J84$W;19(?WE\F#K:A]J76)CBY[R/K3O\`ZCP[7(NY M=NR54U7N=Z8!9JHR&#\#12$S%*NYD$7D8XEH-XFG]GY;_K M>\:O:S=ZO8;NAE':O2BM:\76PY^A<36*2VNQY)WF80S;D."S)`66G4>'9+3= MHB96O-E$G#A<&"$8"YT4U72GD%0L3:L=P/5ICFG9<)<>PC5IJO8MI-D+K'I) MY0A5TTJ]?,N6ZR5%9,Z(>549BO*IO"'_`'%`53$]A,0P`'SJOW+=4V-L=6>L MV[?_`%:C)5]L7M!9&:+*W$C8XT+D;9/*EYJKPAU8]LV6*]KEA:N7+LIC(_(N M)U5`,8>!W-3>XGJVHF&I*L3&^>`9&8A,G;$6N2+#V%U,G95JZ[#95N==FUVL M-'OU&\&:O3S,XN#>$4`62*J9,ZA"B&8]!4K"V/2+(EOJTS'VJF7;>G?&X4B[ MQ"X*0]\J4_L[D)[#W&(;$CV",=&32)A,B@F9PF!"^Q5?!_C3!9_8!V01O3IV MX[+;)Y;P+AW7-\G%#3\2:9D7*D8Q* MV(FP4^T,NL<3G_I@W7!?>7U<9GPKCS,$INMK%B)Y>*E`V66QED[/^)X#(>/7 M\U'HOEJI=(-6U%6CK!#G5^!T0`$A%BB4!'@;':=N.@5SG(.FX"V)QOM=D>>E MTV3?%>KUVIF9LFIP;9LYDK+L6):P2U:I\,R5=OQCD'KL$R@"2"IA\`"O M]5>RKK[QIV6=O-TR?N'@'%$7DFWZ6,JLURUD*-Q=/OI+'6M3&L7J+5KF1!K4 MPTDZ?8GQ8^1;?#[L7J:J"P$616(F#*7/=;U(M'*+1?L7U%!9?S\8IYKIJZ(% M^%1P4ZCI"14;()*HI>4SG.4JGL0"B(G(!@ACO3V,]'>X>O,]AC+W9KA^NT4E MXQ;>Y-[AW+4(O>',CC')M:N4!'1[6/@+C)R<2^L,"W*^*Q9*+`P$ZQ544RBN M4-)=AF=^A3?Z[Z@9(SMV;XWJ4AJ!D%7/.-&F-LR5&-9VUP]DZ@^(SLC:4K%G M7E6(3-'8&(DP^WD"E2)L2FP98WUHAV[Q*+11?L5TW)U5%E#'4"U\<3@7R0H'-[$#U$WH'J)R@?&*QDT'0NC-BKZS8X`B:AE M1*X3%`4A:B02`DFHU.FF8P$'P#RN!^9=I?C*0H6)_P`L^G,+%$6&LU/%61X< M+-2X9::HUA?Q&0LUOFXPF4UFT4,W!F937?"BAFA4%&P-CJ8VK1SH`W6!.YW_`"0[<&=L%XCN-.PSUMY;NV-"IY8!<,F?XMQIEN67G[S7L?KM+,O< M8R\2DC7QKKY9LX;0D0=^4ZH$;$X"$%[AD\W2$]VO:8;J;"8G=YJO@^LW^A-K M8[D\1T"H:*P&!)EW/1[MW8X)$F4\?N$J\Z?OQ1<+/'C=XBLA((,C$"Z/W7N8 MR1ZV^O%^V^.,@W>\/6@[2:L"R\=\42[L<89)K&-K$]5E6YVC98ITDY-Z19($ MO*[@52B)@T!^6%$-I3#_`%DM9L MS18PJS%!P+QT*R3EN4I1;B`F.(!K)W3O[7[N>^NTS%&B*[)W'JY2LU2NMFR+ M&-I;^U(?&E5KEBDH&K,".V+:I6B9J;87[J:5:/HY:'360(LW>J&3#F_$WV4S M`;"I=$;EC%[5L9XV[(I=C,G9$FYY>):W!\M#W''%?ED5 MH^+L$.@BQDCM5%"B?V^@,VRE[H?D8ZGKE`ZH/NL#9"-44,F<6[8C;...)`J* M2@JII`]44'W/X!10$3%\D`H@<`>WP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X M!P#@'`.!7VTDQ+2H[?!WE]#(E^:1K:=WIP?@./L]$QDDWR14H;9VZW++=!'( M\->K=E9VAB?+CN8>M6]C90JDQ'BP=?$JJQ455"9G76C,L\L]I[*6*S^`.R"V M2$0HW,LJNI&RVK^K3Y+[M=64ZTB(/SE24$G@G`N'<"$%(LZX]B6Q5+&-9G:DU,U8M2PNSA9"T7>V1CQ:T3[^(7S",?"2\@ZF'@*HM$4$V@+J((E(D`$`,H MVCZH]%\9::[2.,>X>,(!@D+NY`Z9FQQ,B*:21!,JO,**F5$J("=03 M"=0PF,81,8PB'O1W1KU"1<>ZBVG7CK"+1Z0`.!VX_I`ZB(M8%VO75JB=0JJ*P??8FKTJF!T"."$\(RB#Q+ MT$')A,3U]3F`AC`(IIB4.-KT>=0S-599'KLU5,HNF"9ON<6PCTA"@"8`9NF\ M373:J@"0>#I`0X?7Z_N-Y#TTNE+J20=*/$NNS4HBZJ:"1A+AJI?&7[=8KA%9 M)O\`8?;H.RJD`17(4JQ@\@)A`1`0^TNE?J415=+EZZ=1#J/$_C<"XPG2W13% M\(A^PCF,531,/P%$3$`IA'R(CY,81#WX_I\ZJHM9)PPZZ]-&RR!E#)J$UXQ@ M8P"J*1E`,)ZX?Y"&%$O[3>2AX^@?4>!,_#^%L1Z^T**Q9@W&M)Q'C6!<2CJ$ MH6.ZY%U*HPZ\W).IF74BX"%;-(Q@,C+/5G*P))D`ZRISC^XPB(:\S+IQJ5L5 M:*_=L_:RX%S7<:G'?P]9M&5<3T:_3\##B[NE53MDSE0 M.HK+K*2,V23Z_=+C*Q[EI(H_)K5AQ=PFY0(L@U=K*+5!1=8XD M`X>RHF]Q+]?(E^@;.Q%HMI7@"TA>,&ZE:X8ANA%GCA&W8WPMCRFV9JK(QBL- M("RG8"O,91B1_$K';+E15(55`PD.`E$0X'Q>=$M*0,/TX';'K9 MZ[3-TV@Z%Z9_;)*D6(A_QAPH"954U2KIG]0I/@3$6(!@\_Z@'`Y4.N#KS;$6 M30T0TW33<)(H+$+K)A;T40;HIH((B4:4)?B222*`%_3Z>?UX&X,6:RZWX,EY MRP83U^PEAZ>L[9-E99O%N*J+C^6L+-)XM(I-)N1J<#$O)5LF_<*+E(N=0H*G M$X![#YX'8V)SWCG5O!V4=ALMOI*.QOB*H2ETMKF%B'D],FC(M,!!G#PS`AW4 MG+2+E1-NV1+Z@=94H&,0ODP`E_IBL%HR%MIW1Y8OF+Y'!UXNNW6$F$_AR9MU M+OI+VG'DA-4U[)SZ$H+IPW9OG(L%S':K""R2@F"P/P%&]W-7 MA(SI\[&&L!#1L*1;6#(SYP2$BT&(+F8Q_P!Z)UTXYJ45"^$S^YS!X*0QA,)2 M^Q@":.D$H>;TNU$F53QJBLKK#@214/#-E&<091[BNJ.#_P`8S6=/5FK`#J"" M*9UE3$3\`)S"'D0J;[K8)E8G\F[&=/T^Q'K3!W?/.B61I+,ZLK=&-25D'N4D MLL8[R'F&Q5J*9FD3Y,CJI(-G8,V3=9Y8V3(7:_L)552!H+8'\?;L;POTE5[1 M[&]T>;#Y?D=NU8K]GR1'59]445X;MF+=@I*2>99IUBNMNI54RW0;"WA&\9$ZR,5;/C"KR>P62 M/\CXLO\`DJ9L]GLE@?T/%N8;M'8^HA$YR;DH^!K=4C?4S)@R0;()?,8X%_J" M(A*G,LA#$_(LTHCCKJ_S)NM/:57[4Q1*W*DYR_C\T(;*R8) MJ*.U)Y9P^!`AU M@S)^/SLGB^_4C)%?B-'M/FTQ,T6YUFVQ\1-2N8MMI-A%.SUY^\%NYD( M`$'I!5$X'04(8@E*;]X81V56BMU++NLLS?HW:FXXTAL:;:7.\XZU8O\`D2F3 MTK'4:M8ODB6^U-Z!E?$J[^"IC-^[!,ZKQ

[N.L/X\ MS,UU1S1F9JURP]R%=\?8][?-MY'.\UA&SQ^2Y"+IUBA[/*U?#JBF.8&:A$G2 ML+9CNG;B)2^T.Y5,*J@:`UTSY7MC]5[3LQ5\(]@T?)9JR)2LI8%5HVW&<,Q% MP#B:L9EH^OUNJ]G5F\SU88^43R#0+9*/8P8B8&;AGY"^78I&:MPG?U.VK"NB MVDVTV0-;J%\'!HO6(O%.^O+3)]`*G7KLEKMC"4K;A1N1JHXK&DSMH@NF":8'*558OU$`4'Q["&@]U\B=CLAKG>V M>P&LNHE%P>XL^%6F1;)C3;_+5YR(RIS_`#ACEI9%JA7I35+'46^GT(M`8HENGZ_8*WI? M8I92H4:W.JN.0H&R7:^?/+YFCDX4(^_T?'LM1V;>#A%'XOD9:PJR2"96K1]\ M@.;X!P#@'`.`<`X!P(1]AVF9]_\`5:_ZJ.5GI^FH MG55EZ0Y3M4=(MF\+8E/A^Z4;?`Z$B/Q@J":BI#@DC7G\:".P[ M$%>OZ1E3`D`BH(>@$#?Z M72)M`+A3[OO=[65F`M%$44&V2JHT>D0 M#@LI&N8XYDGB7LDFZ]Q-ZIB(^0V"KU*;>8LQLSC:+W9;X0%?Q;CQ.'J==:4' M6QS#QL/3(1-K`Q+>)0QI'D=L6,-&)MB)*J&5,(`850^H""0.O;4;8WLZS7KK MNM6NRG>%+-N.]59.G[";22>"L;X^K>*;E=FZ2J&GF%XV[XX@UR")FP.U;=/?8`B9V@KWZ;W*QSEU'/`2+C_$8222\:8S ME,I)=P1VJDS6?>#+-T4TD'#E-F M=8ZPQI.::9A&K8ICY2;R$SCT[==9ZD56IV.)C:K]PYD0QUD969S89V-E$'Z)Y-TT427_:YNMA,'+ MDN776WC*G?:IE6+JE6E[3/83QW%WV+JTZE?UH&;F(2;;@FN81QB%4,H8$C@QFR=A6GU1V?;:9V+,32/V4>+49NUQF6HWY^Y5<9(92,C2 MT#V*,JKVHM5IJ/B7*Y2K/TQ300.HIZ$(8P!,_@'`.`<#B]%/G!3YC_$"0D%O MZI_&*@G`P+"?T^;W*4/7Q[>O@?T\_7@LY?Q)3,KTAKUK5.TMXK(=+C+Q5V$NC9,?Q;*5-%3S27@D7YU6ZB2* MRZ*:A3(B"0`(F,<+&C/1C26.77=1^G>K+!RY231OF)6J[A%(IBI)+K(5 M$BBJ293B!2F$0`!'QP-OX_PYB+$R3E#%F*\<8T1>(I-GB./Z/6*:D[;H.7;Q M!!RG7(N-(NBB[?KJD*8!*5190P![',(@@/&&A\KLEV7=EN9LHY0S_A"W(-ZY MA'&CS"UYLTY4WFMN0:.C"W>#?)9\P?<<-05SR!,T"+FI%K2G"SB'338E.9LJ M=PO)`M7,&\6\N5,@]TG7Q%9BH.5]7M.M4GT33\U4W)>/<"[2Q-]E(NLR&.#K M9!DY&CT.T.F,ZXIJV09N4GILB4'(5NYLRN+`"#EE+?-'@T7"3^B.K.TL-IKK%$0&_.0J;!0V& MJQ%0U.@<`:XN*Y5X(D`1G7:U75K1CN9M"D)2&P(MHE1^]N: MFX;M7TJ>,Z]Z)8IVH77>;4.J6NKR*D19JU8-C<0Q4]799%ZC&K1D[$/;>B_B' MZ,DY3;G1<)IJ%<'*F(`<0+P,5F>U?K&KPIA-=A>E4>=1^_BRI+;.X:%8)&+7 M5:R#)1!.XG51Q`$?(?]>!YBW:IUDM_@^X["=*T!KM6CU-H!#W$#E<"UD$#B00`Q06)[`'L7R&4PO8]U[6.9B:[7]Z-/ MYN?GGB$?!0D5LEAU_+34@Z<-F;5A$Q[6XJNI)\Y=O$DDT42'4.HH4I0$3`'` MF?P,8NMUI^-JA9\@Y!M$!2*+2H&4M%ON%JEF,#6JQ6X-FM(S$[/34FNVCXJ) MC&##`*1?7^G8S>3" M*Q?`?J/U\?[3>`5!D7LKT>F>Y36_+$/V&ZM.=?ZIJ'F2)NS5W9<'J0+')+NT MLHVA*1V17YKKO%I_MS(VB)UAV1 MQ!GB2I+"'D[>RQ?=(BW+UEA8/F_@W,V2*77_`(TDJ+94$/E]14%)0`#R0_@- M]W^_4K%5&M^3,D6B$I&/Z!6YFX76X61^A%U^L5>O,%Y2D710 M3IYEUV@-2_(98A3)$*8GL8/?05">?'L'D/XAW1]8+EP5LEMO2_$27MBSV_ M?XE7:Z03FO5=S@I8(?X9;9J&R#/8T;U4I78SP?QF-'\;8UK`H<&X-!%4&Q2B MH)P$?7@(;UFS!^2=MKAE#,M6MG4?C!F>]YFQZG6+-C_9Z1DW4QA/+-SQ'-R` M2,5;K#%'@YVTT1[]FJD?Y!CC)+&(54XD($BFM"_)=<-DG+_/_4!'/B*F='C& M&(MI'\>OY%(I8M61=3C9XFS`B9CBL1+Y_=00^H`4>!P)T#\F3[9=,^P73_\` M,Z:$(18V)=HA6C')P2.HJU$DD5LZ.B8#)E%9,Q#E'V$@#X*`1WVBV%[^]'ZU MBW-V?,C=9.0\,/-D<`8DR)6<18QV!A+LXK&9,J5;'JK]C+7";DXR+.@I-^AE M2-W2C?YOD*BY$H)<"SXB0B:22:2144R)D(FB4I2%2(4H`1(I"?L(5,H>``/H M'CZ<#DX&D]A=><(;1XKGL.[#XMJ&8\7S;B+E)6BW>,3E8-_(UV0;S4([.@!*(^IC`(5=^@CJKZT]F.L#`>8,V:08*R%E!S;,YP$_KZKU9Y+2"9TW9 M[$-%F/5UHA6GV#\.[1V?']NQU)S-TR/4WV'F](JD7,93AX>O-\?5-+(/D6S:01$YP9G^)J!`Z6<'E*04SERGG\BR8IJ$$JQ,I3Q3^14 M#RH)@`!$0\@`CZ_^WP`;LV(5.7\AGKB36(V3;FT0W1!FL`',ZUNK6/9;, M5&N4G'Q,#=ZSBNG9*,C:J<#%.9?N2CEC,#+HM'+IN5ZR,9-DH5R`6U^` M<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X"=)_(L^4&IT5A,7IM&5]GC.H6"HWVVV]A*.S2,>T;)JKID= M$(M\H;ITP1<);9=KAO@:MV"VVF'3M@;%63^5W_P?8PB'@`9%P%87'[N+[CL>3:C*16:*]8>J8"83"4*X/3!L=L%O!W/T?$BZ MD2D,Z9,U^@[$U!"-;5&%K%XNMVK[N)KUDC7;UM=3MIU15ZLHB@DP!H98+QO` M.!4U[!>PYCT/;%;#YVDL5X1R_%[P7K^5CJ94-HLOMLV,[?2\<0X0-KR'B/(2 M^1*/4*@+H[I@[Y!*FFDF")<8T6;E;=^1Y=KSB_4O&CJZ==6,K M//T3!%QD(_"L%<,WP='R[".H=O+RT9=H"67534EYJ-%C\:-D*9J4R21D4W`7 M<^GUSEA?JWTB>9AFJQ:[FMK7C%RVFZ]_?+1E+U-2I1RE*<3*N1FR-C&QJ546 MH2:WP)L%'?R'9$*S%``!->L-3QK*]7E'HB<4&)JSDSL_OT]2L48?6JF6\9QL M(YSW>[?2J'DMUB6YPE/N.'HFFU,CVRFD))S'"9D!G@I-/A7;@^+K3EU9W0K5 M66<,'L6Z>8BKQGT=)&;'?LY!,7"$@W>'9>61G";U)0#"B8Z/G_808135FT1<.WKJ3>*$02023. MJLHH!"%$Q@#@:MENPK17(M"E\'$%`350742,LT7*=J404$Z7[3\"&NP&QNEF,^NR9U4UH#*T)`4C%]&H> M&ZU,8+VLC&M=AZY:ZRQK`O\`(&2<3JLHQ*#%D55-U-2"*/AL/R+I)%,JF#^^ M!Q_*E\@I?(G\I0(84OK/-<5-9+9Y`C,FXWP^\R2QM[O)]Q>2*%H<3-1 M<34A,.`62]GRAU/Y(PD6*HH*I1,$Y$-S.A2J-"DCKKH9$M%&R$?]M!XQHA2_ M8(M_NV[51I#TCY!X]=+M#E*D)8O';AP\4,R`Q1\`?PF`@/@`$.![+;>+I9BTE58N>UP(B MDY62>'K^O!X$1]W=X.N;8 MS7Q3&&LU@J=_R^CGC5I*BQ%.UVR$1^#^"VGPE*69M6;`^Q6PA(U9M563A1XY M0=@#9@4ZQ_*11`0LB\!=_;4WL+OK2W8:52GRE_L#O7Z]M8VFPL+*624L"CB/ M!%9@SKT*126G5#-CG,+-N`JN2E%,/'MYX&A&_9-U4K%8@>(L!I$\0V209I]> MNV!GPQQ3F9)-6C0-9CN!8%<(G233+Y3\D$`_0>!DH=A?5]\IS$CI8729SO3I MAHELV1XF[C13[X83GX"5 MO+W"54U_RI,6]Q%Z*;+RP1\HFLYCT$)>5'!Z5A;%GUY6._@T8Y%:->G8223Y M1-V,.18-MZ,Y`LMIGIW5K M+T3'UVG0TA8;1+F?U1^V790<)%%._E'ZC50_JBF`^_@?;]OG@:WJG;QUUQ%= MK\9_D3)\,9M7&::K26U`VTBGC9&,:$8.T)0I,$"R;NVQVHD5(50Q/)?V"8@E M,(>ZGW(==[@GRHY.RBY*5-P0WV^GVY#DZ:21"G<)J$1U^443)\28&$!``,4O MGZ@'`X1[F-!2.C1S6V;!O7B1!]&49HQO(]6.)$TSD102;:YG%150B@>A"_4W M@0#]!X'VR[D-'I-=9.,>;22+9JW.Z>RC/07>M:)8H)HG75.Z?!KH":8I)D'V M+]3E#ZB'KY'@=!]W.Z/LE5&Q$MN'[T2MSLV##KVWP6>RQUP<#Z1C<^N:1G9F MWVP`J;]I""HF'MY-X`/4ZW+2WR;=^P3-,%51Z":SE!8J/N4@G$)C;*8JRQF+'*=1 MPSL?<]6;D2R0\S_E&B4G'-_G1B8X'?W]:&OY3KUGJ9V$T9=/YE3M#KI@B`)F M*)A'@0BZ5*K(T70"HTB;MI[_`&"GY_W7K%BOCN/8Q,S=Y^"W/SY&R]PLD9&. M7<='V.SO6QWSM%`_PIJ+^I`]0#@'@1&.G,?F"KKLTB6*Z7@]-K;2%G4"Q+-Q48I-&U+3#E\E%G:( MG`&GQ'53]DB`LK\BKV;:$8_FRI-SC6=Y]')[YW)D039?!L)468.116;J@Z#R M]!,R8*-Q]%#&%3U*9-0)R=FN>\O:WZAVC(6!Y:G06793(V!L6TN?OE:7N%8@ MY+,F;\?XM=3K^JMK#6%IP8>-MB[I-L#U(#J)!Y]@`2B$4\L7#M!U0?:_W+)N MT.IN2DEBU[U2L6>=A(:Q5ZNLY!F9L:O/'%BG'+Q,RI&SQ(/K7?M@U?G^^;?S8S)63M; M,7Z_#J7M3@/#.2*74Y3'M1S)%IY$:7"FR4RJR^_DK'E/()%'3A::`B:\N#5/\`_>`^M(YPDO<=)=X@ M1%%-)O'B8DOC`3@Y=_*5:2`J:@^S7U,5%0450_41*"W\Y`ZR)^4+KWC$]AB6 M.'9*KU'85G8J1-UHUFE-C=5\29QIQZ#)VEVSE[!#QQ*AD=PTL]2C5F"$DR.R M7.XU[D<'PUR%DW<7'PL MY+P+B*:R#J2;@R2#^:524DXW.[;XUX94K1AM%@1S&MS+?(BFB_TAUT35723_ M`&_"=THP\G#Q]?4!\C_H#-^`KBY.FK;N;P(W_P#LA!S+];NS+98SM`YI:4;L M-CM:';=I$*IK$(#:-,JLJ\^4AR@"Z($\&.(\!4F/,>4N@?EAY'/4:3C*L,K5 MUDM;#((UROP#&67M9[Y7&#ZU/&T*Q24C;1*QC8&:D@Z%-P\C4A1`5"?[0M1< M#"KUDG'6+XQA-Y+OM+QY#2LW&UJ+EKS:8.I1DE8YE0R,/7V#^??1[5Y-RJI# M%;-4SF77,40(4?`\#\[OM(UC#L#R-MYE)"+Q-JULRADU7J9B!OS.X M5@S/!#`RDW\1PBDU416+_3.%FO0G-&#]$],-0=*]L]C,*8HVOQ?@G&E(NN', MCY_QA(Y$:VU[&E0CHMDV):ES2\5+/%2MX/[;W;JMOA;H"(D]`!6<[AK,6`=. M*5!VV5LN/(FN;4XM[NXDJ3BXU MR`NT_!UARI5!I]N=5R9DXAF1PY;.)!RDU\^OW:RODH!DNU6RG9?,:XYOC+5U M8TR%@#TR10DYA+?;&=B(WAE4&!WDRTATL.M'_8GD@F,--LP3"F3$L/2-H95/%41D!$&Z\C7YS,=VK6+6:]9(\DH4A[.*EM M,$:I\Z9F[OT7\""0AP(&VS7S+.O75'NMC;--L6GYASD'9>YT661MUYO,F3$] MFS5(3N%H:?FW3UM(_P`DG2!C6LBW9I,8QJ!CD42.0KE=<'G(_:D(9 MDW*B;W`PCP'`\!3*O<-IP,A8B5''VY.1XNM6BS5!U=<5=?VWU^HLE.468DH* MVIUZZ5G"[V"L#6M2\(Z17<-%U40.W,!#&\<#KAW(X#4=+-6NL'9L\.@0YU#M MNM+<42`)"^0)_5Q2DI[J>2@7]OK^X/(A]?`9U$]JV#9I#RSP#V'%?_%'JFAG M?7)NMS5TN$%1*ZE:;/;L0^-\/T2T9(O4K'Q,E//H^JT^'=SD MX[9PL.V>2LJZ1CV2ADV[=)194P`4I1$0X$#6?;!AR1,`1NLG9!($7CHN4CUV MW7=M=\$HVF$&KE@#)5;&J1?=5%UY$5?B(7XS^3!^WV#Z?]K&+&2CY)+5#LND ME8R29Q;TC#KMVF'XUW8NOZR)WF/F:3]FU(S.955L98A0]?`B)R@(*HMN_F:[ M]V08_P!@K#UN=G$#K#KG5[34,=3-6U'SM)73-;_+56:L7]OM^/)"SPE=K%*Q MO,(.`;LU(%U97RSUH\!5%-FJTX#$+]W-XPQA6;==[YH_VCUBBT2+>6"W769T M9R+%UF`K<:*ZDK9)*2D7S4&L)%,6JKIRNUD6?6IVYKHO",U4B!I+))*_`]9)ODEQ^>]I)'2*10"'$AC" M53]O^GG@:]L7>ABBH93QWA"V:(]GU;R]EYK;7V*,=3&JL0UM&1V-`9(25\>5 M!@.4S?RS6FQSE)Q('*8I4D%2*![$,41#9J?;')N$T3M.KKMP7.LW*Z!%34^I MQJB21P\IE6-,YIC44G!_/U1$_P`Q!_WE+P.='M/N*Y4Q+U2]L1#JH/7!"+8! MPHA_29^?HJ=;9),B"[GU'XDCB553P'J4?8OD.VKVAW4L2651ZJNUA?Y2&,BP M_P`'8)1DCF*BHJ)%62^S*;AJ(BGZ@*I2`)A``_4.!)#3?=6J[D-,VHQF(\V8 M(N>OV7#X=R1B_8"NU:KY"B)U6CT[(8<872Q!2-KEKE=I=PL#@2OFK=5%%R!CD*H<&&=Y M5Q@D])I7"K9W4)+*^?;M1*KBO'-AR@XQ--7T*_=ZO8>N M50BQ;BS8[I8#,I\KB9>QT6S1*"@'%PLNDF@!?RH,7*YOA*HF<$B*&,()E/P&R MJ$!1,Z8@`@QR%U+:0V3L,["[5 M1EKV'V1BK=GK$6X66K#D/+F$L!:FZ_ZLX]N\/*/G5FL,D@>2MTTQA6==F(`I MB.7AEOA*#'*KDW^;W#PQA7)O6UU4T?(6X^L-NS?;T(346_4?8:-+8M>MA[OE MV1EXS*CHW]HO,<95Q$>`,$[&%/-MYQM),"KMQ4^,&Q_B2/'CKIEQ<@Z(0J,= MFC/#./.FV5035:*W0\DH"EI-Y]C;VN0 MFA&CIQ*S$(@HD[7(C]ZL*I'@'"UGP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X M!P#@'`2IMSI_AZKADW(2^68FF8YD\HU_,]XJ<-&18YAK=EE*]%1E+SA<:LV?3<58XF=)&2[YY,0ZC-^#8$`W=I8FH7=WMS5%!PV06V1US% M`KE%RW%R*6DV`T5WS4B[5NFX8K+$%,BZ0JD.HBH3V$R0@`,]X"JO3<-P=0#(_;-GR^=-46JZRA1$RPKF(=LF3P!0]5#_4?`AP$^Y>R M#F7'?Y4KI;$N&8?+MLMW6%`5V)KD[D-GC.,5K#7(LK8YVRGMJ5)R`I'O(Y_! M':-V[MJR2>'$4Q=)^R!%P>*^SAV6F7`D3H%@;[=04`3<3&^"[=5$#*O".#/6 ML?JO(E("216ZA0157$_LH7Z"4HG!2_9IG'9B],L&8;S[I_KW6;3&[&ZUR>#U2.GL6XDG@R9`UZWJM?A;-G@MT)E"09'8JT=&`P>1DM*.FDS&QK22,K\SLB"(.B0W"R'B&DXVI+70;9*>FX>VU'"\Q$ MXR2P#'T-)PQ82D;8K!C.:M>8,>,K+3Z^XKRAVZ0,8UXX:F#T:)F(L1$(O;I3 MVP>3L2;6YYK^N]/Q+`T/`37':5=VJ?5RL90R%.Q-JCLB+&K-HQ]8[]3:9!Q@ M/$V<(O(O7[24L+D!4^P;-E%W`1'P+L-0L<]8V4]N\Y7;L!W%)?\`<8\'*8.D M\E2:V0J/F!#+RF+*9@#%-@QQ:H*,GZS$W9Y%L47T+*-JQ;;"@V>L63!LZ*U( M#E^KB81L'7]J[.H5F?I03..OY1:F6HJ:=FJ#Q]/S;E_5;`BFT9?;S5=?**,W M*1R"JDLB8JAU%`,H<-G[SG32TUVA75<@S2:X+R6\4>&>A')M",ZK).CNEGPK M-RM&[S8ARG"_P`Y1;NQC22\>DX,V&X[Z-:H59FM++XWL>4K:XI..XB5S_JY"+VR=:1;N>=-XPSO*YP.)(2 M-8ZL[!QF"^3-9,21.<&J9Q3*0#K*J@5(J?DX#P M/42[=MG7`-`0Z0^SWW61;?<`Z@[A;I[FZ^W;7F&Z7=YJBM>+-A]XQLN09G6M"M1Z%,S%0;Z_>V.-=9 M3='5:MDJJKX;$2<@X_:!Q2(<3D!S;S)^Z_P$5B]2<0K*'?-T1:R^V[V,628+ M$4.J]4-':Y3[;YF@@4BB)%#^3&'T.PA#S?FL]@^R^C6S6$*QJOA&.N>4L M+W:M0C*-V^E)"5&:":[2:ANW%6D)J.;RL6VFEAO[=XS=R,,Z1> MIE=-&ACMEB*^H)'*<0SUEV0=C;E609K]%FU+>0:QR:S8H;0Z:#&.9,XE,+(\ MRYRFS9D9%1*H/W"/W*H'*4@H`)P$`P^J]IW8;.7&;QA)](.?XW)U5KL'/62N M-MOM/#L$VUA9NE(R5@9J;OE>2L]3<2+%9F:48IKHMG:1V[@J3HAD`#!MMMA^ MT+9_4S8[7R&Z7,QU&9SEA?*6'V,[8-R],E(ZOO;]39BI-+`];1F3%)%_%1K^ M2^95-#XUE6R?E,0.8``)K[FX@V7S)UK9[UPIN'Z#.9-R+J=:<3Q%5-F0K!HY MM4WC=.MA#_SDUC]C"&2_DEUDR*KN6K=4B91.N@"@G2#1\%O1VAP\)%Q(=&.6 MRE@8IO%.B1V[VES9D=:+1:L4R5ILXOHJN8I4$SBB9*O]+N4LML\&5:P:)8M@FVWNKL2GA^\4N\SD]MA),92P3A(FU3E MOM$=`01I>%*=HFWKQV)'2IU7"1090CO_`-MCMRFV;=$.0$070;K).97L(U$8 M-4S*@*:R3U1%5^JV.W`$?CX'9C=Y^X9\T;NE^C)6..LY2:*L MWW93K&1XW-[@1P_5(VJ;MO\`Q1/4PD,54SDY1)Y1#R/J'.YW8[D$GA&Z'2'" MND/LT!4>I]F>O!&X2*Y!4$A`7QVBZ,Q9@7T6.*0*?((`F10G[^!XVED1VC,K MSN#EV_:7ZT:TO]BL[4_)*="O6V4ODZ8$:YKUBK#LC*H63$6*;-`NF,@^QH@Y M1*N6,2&YRO5?DQ[E_'.K)\>0V9];)BR,Z#F#+"]ID6 M#/,=1%I'QBMAQ?3&#-20L1VK==8'J:C=@JLNF8%4B^0@%^+WG?++.-WRQ/CF M3U`'+U\W%L.1U:7DS,]JI]IL9)&F`[LG^/,>U2BV,TE7ZD=B0RZZ!ACF[&_&-X*F6_"O6!)6.GR#Y]1+IEZ4V'R@G236!HR86T(BM M,*#24':=EB6@L7;=V[69N4#$,HB8R1`X$XF;GLRC*U%1C''VA"1T8*:9@:MS.G!T"^I3*J>!,(*'[Z&N^MFZ]YJ M/NL5J-3ZN?8_3FG,4UQNW@T[<]CEWJK9=!XDR M;K"D94Q@1.&P.XC,&\N)=(,F2>6\-=;63\1O`2-?*;D62RE=8EQ3*@SEL@R; M\*=.]1)O"MKI MSZ"V#RQ(8]5"A9BK2]7F'*%-E7,B.:SW(QO@H;!ZP:+2!71ET15<"F%DK\;[ M,>Y.*.I&J7#'E%UIF\#L-F,LH7B\7>V9<97RB0CJ1B5+#S:D;TN<46&%O\` ME!Y6;BU>T?'TT]_G'S"FOF)JXD\"*=1;R-6>F>-7CLRB20H-#.`59G",VBL7 MY6FK2N0,):W2&?XW6V$LU"C$LQYB@\/N*Y!4?+1Y6Y,KE(8I):9ZW599"840 M8,X-..=$9@U<'$Y%UN!L;ZTQ5,4.X)<9*IYLRC/V=FF*":C M1Q6828P!6XJ3.1R)TE$G4@T`Q`!4JA1$40"2W`.`<`X!P#@'`.`<`X!P#@'` M.`<`X!P#@'`.!KV9Q'BFQ&D3V#&./9TTPO\`=2QIFEUN3-*.04,J#B1%[&KB M^7!4XF]U?8WL(CY\CP(+Z>*$'=?M?1!M()J)[`ZY'4=2!S%!P5;3+!XII1K4 M72Y$XEL!!$BH$2^9917R`B7SP&5BA@`@^IR@(@/@%>J2M:6_*VK+R!FV$DM/]4#]K M)FAY!B[9"JTRY*+,6CYPRE)0ZD@9M&*+$;*(1Y2H)@L`K")1X%G3@5ZNU#&N M;\M;F:W0>!L:TK)D[CMI@'-M]@,@5*!OT&_Q/5]DG5#O)X>JV<48$MTJL1DY M6?CY!0ZK]D2+74CDA=%\\"?Z^"*_FG:_,\#F31O7%?"%+K],L=$SK9J+4K1D M#,>3;ZQ;*W7XE7<,T>P"-*:5E!G*&5*^"4^6.,1Y[(.&K<-H/NO+1*2B'$"] MT_UQ<1+E0ZYFAL0T@OPNSJ.%1?LUR0Q7,?)@J[5,5T@=-P4RAA`X>P^0\VL] M;F@M04^:`T^U\:+?W%%VX5W.,JS*KGL\(YC7D-.J+2[%\JI)Q+N':JME3")D M%&Y#$\"4!X%=G%N?/[5Z]LCH[,(S^',V0G0-7$W0Y4C!T>)(WAGI'GW?['2IT.!F/2QWG:N_P"!K/K5L4\?ZYEU M"09TI/,V<;_!O$,Y2;3V\]9=IJ,Q"1VW6%YA>VU"^A$,Y>+L,]!2:5?C"HS82\4O7A:OXIB:13^Z M;+B0'*`+`'L5-82!Y.M=G[0\^:X84S6GGS0N+/F7$N/,HQY6FJ&<)9I%-[_6 MHBT)L2*L]T2,YA&.92?HDX241*Z$H'$B0&]2AV\P:Z=F^4W"EXU!^BQ.LF514CA(3G*H9(WJ*9@:Z M3W]"?()14]2_()`$I!/X#V$A3&,8I1-^@"(B`?Z\!>1,FX3SUV'+8E;V",G; M_H_C4MMEZRN+8Y83(FP3!!M"2+-)=H"KB=KN,X9U[*(+G!JC8!*=,IS`8H1A M[H6.?,RUO3K1_7;*-BPO9MS-IX&KY&RE0+-.5K)]#P+AVK3^:\K6.F.8,[%1 M/PTI[-@X56>MT15?MVAB+`]$H!Z-*[*-K,G*SZFNG55L?FK$5=N^1L:5'.,] ML3JAC>)R.MB&\V+%U@LJ,%>W*B"3H3L#0-5A7]@EG4*U@K;-RLN M9*,C5/5(K4BRBPE(0AO/L`:ZU4[2=Z=M\`4'8W"G5/=;AC#*C29L=)GK9M]@ M''DA(0B8L)?XK%Z=DO.;;S&4.L MD=WB;A9^+@8]K)RA%'"RS8Q"(E,81#QP(E7OHPF0,D=F<*S MKUDN$XSEW<=6(DS'5AX^"7=(Q"JB2;A%#Y4TE/`^0X&M;7G[LSVHK6,LS86Z MX<'.OLFD7D#6G9Z@=C5$G(]W6KQ5R.W,FE$OL#0R]KQ/D0R<:G+P;X&YW\*/ MSE(TF64>JW#-[%V<=@6,UJKUQ6R_ MWY082PX!C%K/CV[Q[)X$$\0QOV@/`4#L MAV9=GF`M;+9L)/\`63A)G5&M=J:M:G87?^/NCN3L.4I6OT_&<;"4IOK1!RUI MEY6YW.,;$CRKM/NCF.0BY?)#F#GT]=]M.JNN>-L!1G65KK..J'%(%L=X==A[ M&!-DG(%ME9.W9:R<]A&6K]H5AG5POLZ_EE6IGCM1-1X9,JBI2`<0E;_GOMS> MI'59=!TRD6R:H.O*)O8_IY\&`PE^O`\D MV?>Y`S=H*77!J`1RX0=&<`MV-VD4F"Z:RZ;9-<$M+#"L59-,BGE$RG[5``1* M8!``Z*^=.ZE3W%IUYZ1-P$#G2!YV&9`7,4"@0A4E/MM,$BG5,H4YP$!*7T,4 M!\&`>!N71[;O+>>[+L3B'93%^(\)Y]UWR+7:A.4O$^.'[1E9,][XZM M8@9HR,^:JQLD]N4I:FE?92=D^SD4(-@E;$H]TH[6;.4V_P!N"GQF,4.!6MZ; MNKZHFR_M;G^S]H50TSS+@&^V?"L??L+9YU_R-:+D\BZ6E/9WR`M;\AP\##JX M\3?RJ#).6:0K+[H\=+$4=G*FHX4!R>6<+[BUB]:74[#/Y#&P&3,J1T19J=I6K3YZ5QU29JVQ4/-1L+J MQ7Y-M7Y%[$$1>D:/VRYVQS@FLD;P<``C<.FW/RF""ZK3/86POVLT?*33JMX>R MYH9JSEJ&@8V5G9F?;Q_\C>F4N_EWL2[GW(-Y!T*CM,I_!3%*'KP$P9OZF]H< M1]Z>G>;[%D##V9<+U;5_.UQIKN+Q7C/7)S38'7K&DU6W5":XYQ-6H^M.9.!M M&::](PDB'LH=!5P'A(D81,P2U_$DSOBV/T:8ZFR>(MR.8^1>G^14">"E()$PWYN;3U]7^Y M/J1E-?\`$V,W5;4SM&O.0;9+9AK3&S5J4C2%L"K)6IH'2103 M^V.J8H66&W:H[=N;&T1ZS^U\JM;^Q]SN=381BVF@>NTFHC7'C[++9I,?9%4% M9<$S@)$2&$`,;U*8-(&W/R&XV['/K/K;[)5J5&:K6C'+@3X7I\=8'MH8Y2@+ M@G%,ZK)YRC8Q[\L,FZ4:.#)J.7"B9T&Q@^0".0V?7.W4US>6Z,IO6KV@V63H M%Q8T&\L6>"L/L%*M:Y&MQ%T;0\DK/;#1"!W2=/L<9(.?@,LFR)(H(N#IN1,B M4,^+V0Y&44%-+JS[-S"5PBB4TC'X"G\2O8U M=+3DG,5"2ML%ER&N-NR#"6BR2#?:FS3MCIDO<&SE)P169,@S*4RYXXX-C.`! MD?X^6!:7BSJ_P1>HZ-:+W#9E2X[,9(EW"#5T_R+6L5M M"/BBJKB91P+,RQ_!E3``.0MS&/+5+.86K%,"UR?`5#H,R$3(K'N3KB]:VAKITS!@X6U*P*91H7[;U2\8VKQ2^OV;-@U M$IR`!@^-(I?`_3V_W"$]N!P.G3=DV: M88IJ.H>/%0,9=@MFC*9XK.6R,HS4$B:2;Z&JA,>PBHD%8"*I.4A,0Y52<#4> M":UVL:S4"=P_3-9M-,F5:!S#L-9Z;=[5N7E6CV"T5#)V=K]E*IKS%18:BWEG M7)5G"W8C1R@$N]+\C43`K-ZRZG]-0 MP'551T=(@5/W43#Z![?TE/IX.00!9';'F7MJE]1;!KI.Z]:;XYD]V,@4S2:D MS^,]O\OW#(#J9SW(+5Q\[KD#*ZP8XC4V2-2;2;F26=2R)(Z(3 MJ?#5G&F%:1BE@ZE++D.D8_FG-BFUZPHX513CP;MT/B(510WN(!ZO9!K?F_97 M"V-HG728Q;%9=PYL[KQLK4T:?A=0J;5,:;4;$3+2MT.(8 MSF><]V*:KR^OM0B3L[IBVG.JO:+'[*RD'$NDTXE`Z[E1-<&N04SV^1$;&0K3 M7WK/AXN%91\4P91.S&RC>-1CV0HL$&T8P2U+3)$LF$:0#(H!\H`5($@$`$#@ M$`.S'0WMM[*<*4;$,A8-%-;9C%^=J+G:AY5QMEO8VV6N&M=&A;?#LW;>.EL% MUI@D"K>W*@5,RAS)J$!0%!\>@A(G5G!?;MJ1K7@+6*EQW7#=:S@C%].Q8QMU MHR%LU"SL^PJ$2SB$9QU$1&)7T[&J':ANS@ MF_X6L,9UY8OFK?4+=2:WFBF9)V6?Y`QQ"Y#@W-3OJ,$WHY];L?XXW_E:#8,F9Z>F.?&TC)8DUOKN=A@Z@+F#>S][.\O,3&LDWY3. MJ<"+XZ!VYDU0<`5;ND5;@0\=U?,'9FZ@&Y2:E7M75K#+?`L+U9&@[961/[DWD4"-6Y\DU4P M()@(`K@Z)@UXVI6`5#&2!J@H0=F$A M(DD0IQ.J!C&,)@`"!X\B'(C6>Z(4TAW6/)%\E7J-I9^(XQIQ%%HS(4IR+J'$Q`A1^1)6LF MW;$_)%LQ'6\<3K+M#GL=.I2H5&B42L9.C\?ZS[&5-E?HB$HRI4H#["%BS0#A! MXP2=R#NO+*"*+=1!14+M7`P+*5EDZ=CF[66#CW!2DH&+;9=]J=3[9?*7GO8][-;=N<% M47/3)M$U;"UEQW@7)EB:[39(N[%MD15D9.U[79-M+V,4?PTB[!I`0*L285$W M0F"W%OXBJYT2W3;H)?.NOJ;L6DBCY.7Y55,07`J:8"F(*`)CB`!Z_7S^G`W7 MA8ZRN',3*./;[A3&E$.O[BH)_F/5HHROL*Q2*B;W$?/L`&\_J`#P-E\!6&Z9 M4PW*TR%1ZHD1WKWV+1B\:18"&EF:^.,,/ED442D464<(*QJ:A3%*IZ``_P!, MPB!B!7O_`!,=9IFRTRM[YQ\C2HJE5K!N3]'_`.U6\WDRTWN?FX7.,/FA*[RC MJT6%S2JE&-64^,8E%0,;&M%$TDW"B*BYS.5`;YO+]FV[S.CER4$S23ZB]E,8 M)1)Y4^S3P?0GH"0XJ%(4Y3$4-Y'Z@F50I?(G\SFM=HSQ@)2`QWLO+ M5Z`A9&RR*;XM(RY#TYT\?5VC9JAHU-P$M#E+(.6;2?;MCV.OH.CBR6.@"C)P M'?U^V089I-9:C9Z/9L,YPQV9FVR;A>[J,74S7SOD_9C8:K9(A1:NY'QQ.&*8 M8V?BU#(+E#XW*31X55HD$E.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X M"RM2)MFKV`=LE7(H!Y",R1J%9712M7294V=EU+H\2P`SM0A6CE85J>X\D3,8 MR1?7W\>Y>`S7@+0R4(-NW34=P\#XD)#0[=N(B%3*D*5W+$S7I9*OF9$SM`$Z MR$4Q%7P1P)O3V$4P`OL(+$OC%5S^5_A%ZH+HC6.ZIK+\`_;`NU5>K93OR1DO ME.17[,1:N#'^0GQF,9,$Q,('$@A9JX!P(`:32!G>5NR-FI\HJ1.^+MH8WLJ9 MH*;C4G4Z30*U]U3IIG(@^*"Q2E)_5`3"`B;V$)_\"&.B*!FN%[NB=V5Z)-L- MX3?=DF<4D`,#,S84OH0I?)/ MH`!XX#`;HD1:G6Q%0Q")JUF>24.H0RB92*1;HIC'(4IC'(4H^1``$1#_`$X$ M.NK]5NMUPZ)':$.FV#4K`*:)5'+1V84T<8UM$JGW#%Y(-CE5^/V#PLUZ>&M6/,LM&XKCIU,S;[B$B;'\Z][L""3DJ@*FK MN.XZ6>B!2&,'P!X\#X,`4U87O,ZNLH[YPN:-I,@[#R"6HF8,LT/KPQQB:M)M M]6J+3:97S8[@LI66P04XE.Y3RCL3'.%!;JKMEH.N1Y6S$B1$_ED'X6V^MO#] MBQ%J/CYQD%BX8YCS7(V[9K.Q'KDSR13S'L79I++-TAGSLR2/RA2W%G2K[8I2 M_&@QB4$4Q%-,HB$2<';!]LNSE8R#DW%]4Z\:90&&=<^8PQ[$Y"E]BYNZN:_A M3-=NQ#]]=UJDDC7F,W+'I;MU_P#9ZCIOX.B(``',"8;>7:=U7P+_`&L_U<@Y M`Y`;"O4=L!0,F4#"HHN"=W!0AUA]0*0HF!,`$1,?SX`%MWVM]M>Q/8KBNB2U MHZW962T+HLML8VDH_'>R2]!;9%V!1L6)L:Q%YA762#V%M=X3&L?9I*,!E(@U M`JH.%RF,LW(V!D18GNL4*)#W_JX;"9)%,'*>(ML'GQKF^U%P\!H?-K(%4T_* MP$;_`#%$_J016+[&*4,QTGV-V&R1F71=5[;AB/2M>!JKD6G4^Q M0&8\21>26`/8/(MNO4@WF8ERY7;G,A)J)*IE*84TS>0,&2]BFQV9=9L%5*SX M`JE)M65LE;#Z\:_5;_(S2R2=(K3C.>5:[CM:X6&&J,C"3\ZTKR$R94C-"08& M76$@?,'^PX*-QQ0.W38/=S+5U9[*]?#=;1MB^P#5Y(-5\X6NCM\GYYIN.\P9 M<_BHM]LQ&V)M?*]7"UB->2RDH?XV,V]:(M$1,X^8&(I8P[GW+TQWFX?7G%L0 M`#D3BM&\[/UC*'40^1`_\CNPEZH(HIG]#@<3F,H/L'@`$`["^$>W]P_04+V` MZ:L8\IP^X09=>5\464(0OR%]3OMW7?@5EA%-0/(>$@`Q1`_G@>:7`7<4U%2<_,(-6K;KELXQPM@!0I3.#N-TE'Q7)P$IA]3B0I@\?N+^H:-V4K_<# MKCKAL!L&^[$M5[8E@G"F5$M!A9@QK2IVZIPCB7#;F:/%C+_`,,# M0SA-JO\`"FH)P1.<`X'A=H&PF3FNL&N>0\6U.DQ&=K3@?,^Q="S])3%KK\+A M6Q89UU0V$LU<8-(RKV!>VUG+]5@).+?UN9>LHV6BFBA7?S&2(=`(&=03+LOW M@Q1F;L(IVX."<.95V2R>RJM]+<](9J^,K!5,%5MM5\2I48ZNQ%!-5,9!5+$: M0:QY&CMT(M1O\`^1?4Q[)?$Y,D^====E1_[@RC MA5H0Q&FZ!&X-T_=-(X_"8YDR"(?O'VX'RWP1V_(L(WY.Q'4AU*A%G:RYG/7E M:/XT9(C\PH2<>DSW)9.P.I&+"59-13XA723$A"%,H`AWU\'=N:OQ?'V$:AM? M5H@504NNZY*>[U)4ORJ>J^[JG_;.T0'V*`E,0XCZCX\``P_ M5A@W*T.DW:I]>%A7(HZ%(4$W+H[G<]5<`+Y%82IG*45@```$P$I@ZNIF<=I& M=LW?Q'L_D?$N8+=K9?\`#=)QU=\8XNDL.,[@XRMA"C7]A&V"ER61,EF:3I[; M<2M`^"1%,[?T.5,GL)0!7'K57*HY9+'V(-Y],,\[#61FNV-]A- MY/V!<8YPU$+`\(X=NIB^6$+Q.+%%=N?Y(M-;W$1*'`CSIL^S;+_EI[\2&;J* MO`OV.KDA`XU7K%QBF%93P:R>8>;XKLT_%@_7?WF4O$/'&T>NP%2S'TOL*O6V$%$->UZI+DBZ]"L8V!;O++@'9E[+/UV;%!LS0D) M&5D5WAE0`%%G*BJIO901$0=QP%Z]E&P5AP?K7:&^+Q.[S_DV:I."==X5-W]L M,MGK/M@+C/&93F*DL?X:JO*/;4[,(`FVC:ZX<*#\:1N`LW:O6G%VL^8>BK#6 M)56,C>\%YEJ.-ZI7Y:_N(U]/TJ$HTPRN^37%#+:UG=CN'\2K8W;R7"`ESI(2 M\JJNY;>/G(#B]]4)-SHUN:WAB^TNOJGL,C%E]FY0-(*8CMQ&91,[\M2@9P)0 M$5/V!_[OIYX&WL&%7)A/#I'($*Y+BS'Q7`)JG73!C>K.XU6C9+8_%`9)DL45K(ZV.G[:Y7NE3555N=>186@ M\'+4>UU5RW=S;&(;HF444-ZE3``$H";R%.O\9_L[SG#4MQ4PR-_JE&<[=8NJ=]R3BV=-3[QCV,R M'!W6ATIZVN[%5*Q5.N7#,]@JM:F5XTQ7"T?-*(*'2;*+K)AG&GLUEY!]LGBC M*EVL65V6$,].J7C/+MMK#&M6:Z8]L>.L?Y/C8BP+0$'!5*V2^+Y"]N:LM-QR M*9I,(@JKU,DA]T)PFCP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@*@U"]O M_)]V^_0H$,\T+$OQ+MCD'UUSEDQ4402=K.$G1SE,0QE$T?8B1``#`'L(-?X" MT,Q+.([MBT75)+&9-[#I_OM`K1B<<=[_`#(QU]TPGB)KO#)JHPJ+$Z`+%5+\ M:BYR@B)A*;T$%7Y&5_C?RS<%NE7;9JA(]3ME07,[64*4[5KE/)*XH(#]$$5O MNDDU1]Q]133/^AO7V"S<>7B2&,0\I'$.7S[$.];%,7QY\^Q15`0\>!_^[@>> M%NJ@F*0+/7A.V*EUK+_8Z M$C;:C%JS.\X2B;-U<(A1T8%=/]3$/N5&RLD;[`'0L3F*@!2"`$,<0\F'P$ZW M.1\>,R@=Y?*8T((B`&.0N^0-K-S:+1E6=YKSCXINX;E9H@DIIH))1`RQ*RP=JRB_H<0`C0X@<0$! M$-1:SWK#V4>QC/N61RGCP,6:584I&B>OAGUVK1"6"U2\=2LR;09`BE'1(440>Q3]`#B?Y!.&WNJ?,F&(+0G7ZN/'R`D4Y[W2F; MAQ#M,MW!I&RAF+>7*1%JY9/61@.4/C'[E+P/]0OD)X36>\&/X2SMF&;,0N'3 M1K8XARF3)%+6^REXQDZ+)1[XG\R8K=W&&3-]RBKZF1`IOD`/`\#2O6F>//UZ MZ3'B$X=.)-J[A(8O^WY1M,PRT;_CZ!^Q=Q\DT*5LX0>M?1;]@G!,QQ)[G]?< MP3/!21&242,U9A$`Q142?`^5%^I(F<+E7:GC?L0039I-B)G*O]R8YSG,7XB@ M4#F"-:B)2ZC2+9H MSC3)-NI;3,N1[9E:8KY\B.\J5\;0K%6RYO"MG;N++_V@))BD`$`.!E:VI_:B MRCYQS)]Q$`W22;?<,7Y>O#!;5"'0:/5WSMS*`YR0Z)(IFB_"!Q*9J!`)\@># M"/`7]UT:D=E&5P;DW:QI"Q,>9)"&:%^598RAE#@`@4IA4 M,H&)=H^(Z3E33B_3-]R];<#0NOLS4=L6V6:/#5RQ6BFS>L8UWFQV:JG M2=/[QBRQ3[Y!E/RQ&!6:ZYFK-FS!FV*FT(@FB$N&ND M.]C:2(['N*V8!#YC]#]S49I[+R?<-N#))+J/!:Q".%-&XV*9I/SN!6)]NCK.J9=5H18I6AO M8I4/C`1*<1'@93#:3;5,4%R2O:UM[,.'1)-154,6Z5L46[Y^V^)LM'(!K*Z4 M:L8IQ_40;**K`(?M4,?]>!IF]]8^TF2J!;\57;MWV_LV/,A5"STF^0,SAS2Q M=>S5^^4AU1;O%.9-GKLP<,XJ4CGRRK-%`$SQRYQ4*HHIY.(06_(;N3+7;KEP M+ICCW&S?*EGS0X1U\QY<+^JA]QC"I8PPM.'M.4O[N:RM7:U_(:-/C/@)(*D" M(!J[D3/D5&?R,W`2`T5Z[,U4?4W#+?7KLVW$Q'BJU8QC+G3J!8L6Z-7^P4]: M_,BVENVG;B[P5<4K6XKQIC[,AV\BNU.R:MD6RX-D4_(219Z$;T`X.K*=T&W+ MM,4/5)".UYT/BBIN3IIE66,*NM4D*J(J%,9-,0]DP-X$YA#R(>HOU_;7.S.A M<=PV]Q`=*@L8(_'FB4?\!BI%`I&@I:C'^W1^<3&,0OT,40+_`.WR(=![UV;4 M+^"->Y#L":)`93R`T_1I982'\^"_<%U&0,!B`8?!O'G]/T\<#D/UT;+F(H0G M<3V(D#^J5N88/1XRB2:H@``J?_A^47"J:?T*3.2,Q;J=T6EN?\/XJGIII2G[G#]- MR,GC?4;%:,[,)J,*@RN6+:@RF3.%2G0CY:XO'A@$WN80E.7#>\2'8@$V;96.=I%4*KZN MD#?$FL`>_ME8^WS9:UZ<65MU$P-34U1W$JVR,@BMV!Z_3HW:(JN.,FX_/7X! M^6NP:L&,Q_DP'0.7390X$CSHG;!\I3@$LTMV^WQ%`32/28R!9)%ZNX5:=E6M M/V214C+':%^1Y46RX%60*7W.8@%3.!OU*`"(00USWMM;CHVL%8X@U^LDHJV.D5X5*9L4@X M\ME&Z13!OLCV`K67-3>P'+G3[EVHNLF8WKS/`\S$[P8.G(W),7,S=:N./ M*`G4Y?"DXZJ>:K@E=?D8PB#N#LLM%C)-&AG1D7K4`D9+=M'8[N"^VMT8Q]TQ MR#/-=>Q5D.E97BK;NKC9I7\5ENL1*T^NJW"7D,60]8F3V]I*%DX1G&RBXSL0 M!G:"I6H&7*$]\";R[98:BZAC+>G193705,;P=+UZ2Q=G6#VHNVQF7:E`?_:F M-X:EXOI31Q1Y`U=ASR?WTDL:'0;?,=P\02;*J\!+<]^6SEN"RI5L-/.IFSQ^ M0;=DBS8CAZ_,;C4!BH^R#3[PZQ;98)"5#$BL`BA$9*CG$4H^<.T8\RB8&(L8 MI@'@1\Q!^61LN&+=O,WY7THKF7L24_,U6K]4;47/%,ILGANHYCJ]T4QK0IIB M:C3L]F5!M*8VF"2ML8MV[1);P042>Q$R`Q#\0"!A)?JWMEL?PM57?RVY6:)^ M%,FG%2DS`1X5G&35BQ>.?@,_C'C-ZU=';IJ"53[95-4O@BI>!/[>TSTG9IU-I&6)2>G[!#W^_8^(TE9#"&9*IBQ.8?8V>LK/,0R^;K%6 M`58E%1L^3%DFD:S&Y',_=+,/Y)V5E(O7"1OA5*HW2!P?`.`<`X!P# M@'`.`<`X!P#@'`.`<`X!P#@'`.`JG4QTFKV?]N#4A%$A:-M`Q5*H8`!=5Q@6 MX'^\12*@0/@41*1'Y#'.0-*.D[=@WL M#KT#7X1FZK#Z'@4?@)]L)'#5@Y6.=XH@Q9D;BZ<+))(F.`5T<8Y5 MU[[=/R'L-7:V8GBI*J'.*HB/DPB/^GZ?3@9#_P"-_KT^X*Z'133P MS@K4&153ZU8;.<&@%.4$/WTTP?'ZJ&#Q_J`C_P!>!`;9C6OKHP#<)IHNM,-4'"22K==)-;7; M$*A$UFJ;)%LH0IJ>(%.@C'-R$$/]I$$RA]"%``&FA&C#!)J@RTQU1;),B/4V MA$=>,1D!N229ECY($A"H>2?R+$@(N/\`5=,/4_L'TX$CJA3JCCZLPU+H56KM M)IU=9ECJ]5*E"QM=K4#'D.+(=TQ'I;MUE;'$N6`R%C/67.]_HLZ=DQDB0 MMPIV+[18:U*FCY-G(QKXL?,QR*HHN&ZZ"GIZG3.41*(+NQEU[;37O'F-,@R? MGXZ$M[BS M-Z9KG69U"O5G&[.R3;M9B\9*$3;%(*I"$]^!,FK=1F3:53(.A5;MS[/J_6:Q M7XNJUN)B+GJ^V95^O0+9G&P$3$%7U==NVK2(A696B?E8YS$`ICF,8OD0]9#J MJS4("K(]R':JZ?>"`19I?M7XMFF"8)HAXC$-65&R@G:HE*<5!.(J"97Z'.81 M#0V_NL.?]3=*MDME\9=F_8I.Y'P=BF7R168RYW'7JPU";E*<4TH$58ZY%ZT1 M2SB&FTQ.@\,@LBJFB/R%,'Q@'`_O>3F&S)ZY8`P77IBY5QWMUM[J]C6^6/'L MTS8SM'P"QS?C=K?KE%/YEL,5%+2EOL<%!?(X0415&93*)"PUVW'R,&"P?/W81[56 M+78MGWVC)%3W5(<`\!B%OPMVL)6@P89'N+98!>J8>2R5!YBVATP1K!RK7`U?\`R!RY M/BIJC*U"9SQN#H7*8>;KH7JOR-BC[='4K*8VBS4Y]4"O473A(C]XF!@(F4#@ M/D+;'`_AO;U'U`!-X'U`PB4HF\?0!,`&$`$?]?`\"IYVX-K5LQDG MG8KZWM:LEXGQ1)'ML;56J6[.2\%63+>2+3#23K)V(S2\G4L0J5VK?:'>3*)% MYUX*D(](DL`!AFNFN>5%-=<(*+4?\B&8=CB+$[N7<8K[(->24I6<<5N"EEV= M[\*+9,7*I2?N442$$P$"D+[@(20T8C,D8NWPO^/9 M"-[(*369W3&>OK:J[Y;806QT5:;?`9>K$&E:<=Q=7RIFYC4GU=C9D&DDM_*Q MAG!)!$J;)P!1<$!>.J.(\R9CUBP=E^?UP[LLGS.1L7U"[3]_@>Y*$IU6L?0/!@"'TM`[" MPVS=.TOB,8;VXDJ_9I@2PXIG*]LAOJ3;TK*B16<<6R^<\FQ!X3+N6Y#$\QCO M4Z4LT2V>%E6POIJP-D")J@W5S;KQ@:XC'%8 M,H*"BJ[E!'^,:.OGBY51C!P49$@JG]LD*B:C9(!`Z(*I*`_C@)T_(#NC_'_3 MGO?:(J0O$5*-<31T;&2>/+).U.RL)"PWVH5UH[&;KB2LHE7T%Y4IIAO_`$V[ MZ(!RV<*)(+**%"HAIT^R;C;+G19!O]K;1"8KG]']B,Y9ASMAB]R2UDL6(JUE M?)^<;GA[.D;EL)%S)8QQW$TI2N#%C%_:M+#)RO\`#*K%^4Q0:?UCZ$XAW![' M>R/,>\V,;9;\OO(72G.SK&LUD&_-,9TN/V9HMTS&QPA=JK7IZ'JV5HW'<+'5 MZ-<1,XE*P'O%)^C7P!@X&4?D(4//EW[(>C^GH4#%,YK.]VSI+2,*PDGR&375 MPA;G2YV_0ULB'JZ<&VQQ$XTBQD8Q6.8N5D'3!T+AP@H=@DH&[.CW&$OBWM.[ MW(^P4.2K4A:LZ8ZO\1,W')U1L5TD*1;[+F=]6P;4R@MW588563E4I9XV<'>) M2,<@+:.>,D'2;CR%I?Q_K_J'`_+.VDQ@785QA37*IPDO,94S1VX;VT63>43& M%OG\A_V'*;43DQ,V9W-N<:.HZ+<,3UM59*,86!51%A'/G+UNW0^Z6$/6R5A+ M#6#^CKLGA8I"9@;%0NXB(P;4YQUCZ#=G/6"*IL9-8Z!PI'%&1Z M+9V]TIE[PGB!9C#7F64#&V5L?S%P8[5CW" M="\DJL=NY<7#L/@&Z@))*)G+)ZIM7*K,WENHJ070QQ?J!R@`D`?].!$#!C&1 MF_RB]W(U#/2E`:P6HV"KXZP=C"7?-(S,@Q6;-)*.^V??;HNT.`[/L)@[K:=7[E5*1LC8=3W%IDJ_7K#F>F8FM.8KY#U M&5D"M9Z#HM=ILG&6""L]K0.6/2G6PJ.89%=5PV!)V5!R@&H>LG(..W-)RIKM MC6S5JR5[56U5#'34*+K/9=8:+"-+/CVOWYE#P%5MUUND_9'B2<\9:3E7*B*S MB064%3YE?==0&<<`X!P#@'`.`<`X!P#@'`.`<#Y(0B1")IE*1-,A2)D*`%*0 MA``I2E*'T`I2AX`.!]<`X!P#@'`.`IS49;Y.TWM](*3D@MV77NB"B@_]JL0< M"7=P`M@%03`J0ZYBJ?M`H^"^!$?8"@R3)60H[&M95G74;+6&3=.F\15ZC76W MWMCN%FD!,G%5Z$:B8B0.'2A1.LY7.DS8-$U7;I5%J@LJ0%+6.B9%:]J77A?, MJ6U)YDJT:];_`$G8Z=$S\LMCRA5UHEJHPC:'C5@#2'3FB1D8UI5BN,(U=T^,7:-)QW)J1?R'(BJF18$S!"&.4?(?0>!B^Q.8J[K-KYE',DDR2/$XLHY"P??Q\NRE:_<\E3\N5VF8@J_"X(HDJ15),X`QO)F.J M?F#'-^Q-D.)_GZ#DZEV?'UV@A>/HX)FI7*$>UVQQ7W\6Y9R3'^0B)%9+YFZR M2Z?O[$.4P`(!!M[UFXO6C8>&B-DNP:J1,#'?Q,;'UC?79N/;(QR:3=LR:"5; M(+LYDXUFW^%`?;V(0X^1$P$,0(.*:/U+*G9#`XZ:9@VYLN)-1M>_[]NDG9MU M=D;/8(K9#-#U6HXG\+>-,HNX^[!3[9EGAI\8ME##\8%,! M2E,("`AX\!C]^ZI=+,AU:;IV1'.QV0*A:8\(>P4>];X[FV.EVY$$4DV#*RUB M:V!J.:]"==<= MQ%)K,]<[G)XUUDVDP3LAMS>:57JT5]:+"LRG%"QCI)%)9=8^/E?0BAC&*(1+ MM>Z$M?.PK;'-..,R]J>F^#LC8DU=C*G,8VZK,B9*9YCO%+K>4D+R.:.CT9%9PM^Y5-JDJ`>58=R=_\`^>LU?P3M7V?9=P8]0P`S MRMFO(O5>RIN9-=64KFIXSRC/8KI#;52FFRE(O,:D**R05V;_`(AO[.`(L8OJ MB&2W[9;9*,J]B?/@?]0\_3SXX&F=BLXU M#6C!67-@<@+$0I.',=VW(EC'YQ14FG*!&C5,I3**N5 MDR$(WZLL?T*1SYC3"-QV"O.0RXE4^X.JTKZ&:WRCMR MW6."A54T152/X,4Q1`!X$BL2:_=76@EYLHX]1UXP#DN:HJ,':36[+K0M[SQF3U2 ME_XZ9Q@_,*BGQ`1,BOU-X'QP-E)=0'4-;(:)F(#2 M'5^S05O0;'C9ZNUQBYBY.(424??RD;/0;M5%9J9ND)B+H*^JH^A??P("`1UT M!P+UTD[$=G,DZ?8LUQQZ;6*BP6I<&YP\ZJ19"W7&QLJMF#.E@/$PBQES,Z>R MF:C6TWOA0Y7JC M+,(',!'31JH@?]BIN!)?0?M1P'L52,DUO)^U> MG%FS%@*[EHN1[SA')D?'8.R$PF(5C;*/D;&;BZ6-Z[+$SE:E2-95D22E"0UD MCY%A]VL5`BIPAO\`D6;^Z\8RZCMEH^K92PMDFYYL;P6#:#5F$W0LGDDI^TS+ M"0G7AJT#^5:'/5J7%2$D1TJF(1[I%NL7RM\!#A5HP]BF'V.R!^-OCNWWVGKX MA>:S9*@LZVLDW5!:L<9XXR3=LHW;&=XL=EDV-[A8@M>DVU3<-)5JA`,CO#&@ MEG2+UP00MAZ;YUPC6^X+NLG[+F3$4#`ST3ULLJK-2V4J5'QDTC$:^W]O)M8< MRDR2/=FBI!?T<`"GW*!U"`=,J9TC'!6GY(&Q6M([K]&F15=EJ17:GC?9VW6V MZ9/Q?(XYR/8L7UZ-M^!9)O=7:":4\<*S'R<819XBN*K51!LJH1HY61*3@9/T ME772K%':YWB9%F,YT.LV&V9OAGF,IC)N5F*BMGQ)=[+8KO8[E"W]*9C:QL48QB[DGA5L\XL*N MFS9)*JN50;C:@6.!"HF^@`(B(>/UX%17H9MNLXN+GEK+-/D)J<8N+%$0^/*VSK3*79D!FZ2DWR;4WJ M=V4P3@VAZE.N.]:%[2Z>:[;\4'%DILMLK/;H*V7(N?L7W:#'*"/\B4E6H8B:K@1%P!`>R*(M_E57<*E,4P1W9:M=,*%'+@#0$]EV([,8/"1M=X&;T M]V5W,)7JKD-"&IU6LN1+_D^JYD1QSC3!=.MB;.:F$'05VG8JU0_S-+`C'VJ%H+K(FO,)`RS0*S(V!/)T M\]U^JJXTYP_C7C-"I33UI"MY0K]UE MJUCW\G;)XT"/@B[E8GCRLLLU9MU#I!/S%6*+.K>'^?LQ/G:^5K!625B`HK*? M7E*#@^DNG326?TNI((HL(Z=M,W)LVZUBLRK8'DHLU0;H"C'M&R`!#K9N5^S[ M8NJ^.!\FD,MB#L73%@X(/QO"M*IK@\^5DH5LIXE&QD0\`91,HM3+_P"X0`.` MM/8"&9*_E>:-/G#;[97_`,<.2W3*01EED%GS]I.9W;G8*L4EP*HD2/74,)#E M\*D`3"!OC`2A:$X!P#@1\V9E)1+&7]G0"CE"P9B7Z"0>!`?<$Z6:=E M],=0V[@7$.O>)'<'-T6DD#QNMB[69W#N<=0E@;E73!".M^QEGJZZ/SE4;NT: M\]1$AO`@`&K5B6U,J=:K[NUI9A5[+R$1%S#1:F98V&H]4O\` M$+)S,=)1[`DU2W;YL+LP(J-@4$Z2R2H$,`;F[#GTY%Z![P2=8D31%DCM1-D' MT!*IR1X=2-F6F';BO&/TI=)RS5BU6CU,BA'!54S(F*!P,40\\!6>(>L3J%N. M!,57R^HFEI2?Q!0K7;I9YOQLR[;/%K/5X^SSYW*R6QB$UV:WGW"$010BBT=$R.=UTSHL"-S@H9)+U(!3^W_NX&2L^IGI%AG+I MH3`NNP.7"23UXQE,M6.3,LC+.10;NW+*7R4\!1%^Y:&12.8@E.)#)D$0]B\! M=O9UUY=*6']%=L,A8BQ7J71LV4/7G*%QP_,UO)[1C=8[)<%5EVU!?59F%[6. M]EBV95LFB7[=P95VH0`**QP-P'#5Z^8UZMNN''EOR@WO5XCZ!7\?%N9,-[*IR3:J/ M4NMWLZ:MRMW+E+^1U\QU'NG!4#+D133CG><4I--P]51`J2:J*9B@H4Z@)I^Q MRAT`[-K&LNY1:=9?:.X3:.6*"CI37W&$B0C M^P?4#`8@F#`UNV6^&DG<5']2?;.\70?JLVSE;7_$T9&/44"G*H\)*R&?48]! M([@H$3]U`*H4?D`WI]>!W4.U+)*;XS29ZE^U&'23,!3O$\,X7L**@@14R@MO M[7V!F?E(F8I`\G%/W^0/3V]3``0+W;[5`R1(X@Q%)]?_`&*Q>.:O8XC;7::M M6+7^N1EP-K#@1]'VYI)HU9SDP49RM.?5?!FM\SK#K/)2N/\`\5>>F)S"V-I"3ELT MY-EJGF26=2-5AG:O^3:XSBYE*.RH=L84Y]$KE4C6;(Y%,@$'XB!N69P3KU4+ M'@>W5;'GXX\`^8;CZ5'+-:8Y2F9[9)%J&V>'R.$,3-GT6S0_FI)!06[UNB8# M&BE'8>3A]`"2.\T%AZ5[+-V2W5ET@+V5Q"ZKM/D[;9`B5Q_@EL3-%6X8DB'# MG[>2I#:49?<.?06QUY1)5NH@BQ-%KQ:ZSTL_M%G3$)> M;=Q%TLLDBS6<'<"W;+';I`D@9VNK/.PO01I:J]) ML$)6*F:X]V1IC*5B96)=L9%C*QTNV^O1'1/#'43NWD'%^FF MJ>,;S&4*E-(*\4/7W%=/M4"[ELN4&&(\A[#6JK&2\8Z!.44)[I+I`8IQ(H;X MQ,'`J.T_3+,C?L%ZT->J_<-$YF[LK/FW`F(;7/:MJOL;YBQ[KQ'6)68M^PU! MD(:-K&8&5IR&6ST`\L60/8U5:N*Z8(_$U=.0MLM^J7=R-0>-V>LGXW3E)PFN MLT(KUN9%CDXQ\JHR50-\2%\?#)H,_ME"E$YT5#F.0YA_I^AP29VP:7['X"V, MZHI*YH=16+LL6S;2/IV,:;K3HW>,;5#(3NY7#',)8/\`,[N;;WBF7BCU=I+M MTEHQ^YAW9VKM==H55<3J-P]/JCZ\<\6O?'MFCW.HW6M9[1C38-9]G]4,P MOL%MXB4MF32NHK5#&RCI&K4^JOWT"+EPH9X^?(M569"&.@<3*`QOL!UJS'J! MK;EK-$[J-T")0F-:7+71M%5[1.V,[A).6TU"05#HU:6D9ES"N[9D:^S49%,2 M+@@19VL(`DN0JA.!DNC?31N-KOJ7B3#TEA'INR(\C:VXMLG/;4:IY$RYF9M; M,@NU+?*U2Z3\=;F5=5''[R7-$(GC/#)9LQ2*BBW*'L8)4MNM+;D#>A]3?QWF M*7N!1,UT'R8[,9)-18Q%`1-<8XI3G$2&]/<03-[?O/Y`0",/X]##)?6W0\H: M1;TXAG]?\H9CW:RE(X7NS:&@G6O>29J:QY2)-CCBGW&ERDU%4&QRT767TM7( M">)$&DXI0J<:+EP15NF#"^QEFY-V<=$4HFBM]NTV+W$CW#LA2@BB>4TRR`J@ MV65\@H4SS^-.)2_[3_&/GZ@7R$,(O6;89?\`*$OF?:WC.Z8WU_1U!KZ20)C"6R5]CE*MZ]W?*JL=3&N3V\/:D5V<)B#`[=PO M9!BT471B%060;IG,X(0`B[T\8#R%KMCR[X[G\89&Q'2JC0]7\=-*WDA\9V\L M>:\884CZAL%DRL"G.V&-?U&[SS2+^"48K),I=TS*B";2.BXUHJNNJ80*FD0QA^@<#!:MGK#5VM;2BU/)-4GKB_A+#9 M6%;CY-)66?5ZIR5=B+'.,V@@51U$Q$C;HM-5PG[)!_(MS`82K$$P>;8=B,50 M$C:J\E/.;)=*HS?N%:#4HB3L%TGW4:PC)%W#T^%:-O:UR[5O--/N4F1U2L/G M`SLR!"*'("WM,:[9K'V8]C>2\MPU)CLBQE"TPB*Y6:Y,V*6>XSJUEQ[D*65A MIH'KMQ4I6VOU&X(O9^+3;`](U!HFD1NW!=Z#C^`IO:2(0D.VKJ>?JG!)2"Q3 MV.R#8@[7XP1\.2BC)G5%,50^J('^,WI[D!>VQ3DK;\J?K_1* M)`5?]<^9TQ!0#>JOP3.:E@304%)T":Y$"*J&*`(`8I2@)_W>I@LV\`X!P%W; M=9J98BD\BYSE"*2=>TXP':\CL:VU>?=)7/->4V[^J8TIR\5&M).71GG#:*.P M8"1'Y3FM)/0IP,/`VAH-@27UJU%PIBNUNE9+(K>M+W3+TTX*`.Y[-&3Y:1R1 MEZ9=&`QA44?9$M4B8HB/T3]0\````!,'@'`.!\**$23454'U33(90YOJ/J0A M1,8?`>1^@!P/.ASN5H]%R[$WSNQ5=^AR)IG11&F`(YFV$W6V^665?QDYE%OJ7AM9=-FJW9XFU25E*[07!G[-W+B3G9 M"@20/Q@I%VG*N:%UFOG/W#IN@^3UJQV MY*9W]RX5\NVC\<61R=K] M7:?BC3*AU&LY'3V-S!;VVF<[2"0M`HE775IT,^EAPA&)LJ=>KXO&+R?WBR<* MYB(N13=?M4$APLD;2:UX]W3UPE\'SEOM5/IMR=XQN->O>*'M=96JN26.+[4, MK4&R4Q]8*_::XDHTGZBQ43%:/=(G;^Q0)^X!`(SEZ\H("K\14?`JJ>RI_8WL(B8>!]2O7UG5RW:A%;M%G:`>@J%`?01]O`CP.DAUT9I.G'EE>V M+LCD%&Z;$)`S2:U&A4Y-PU?&=N%O6,U*268IOD@(@=-%0"E3*/CZF,(AU)#K MBRTHD_4-VJ]ERCN2!VV3^"Y:T-V;,\A(K*MW"32+U<9J-0CF;D4`,DHD`%(4 MX^#%`0!?&L'6;DK9M#8'-60>R3?9Q1\H67(NNV.9Z$NV#@MN5M4<,Q&$*K89&Y9CI=L+7*X.#H!:"LS$GQ1$K%OI`ZB: M"SUXNL$%,*[:_CR8DQ_5Z$CG_3'-TO6X=Z1>^N\.8SN-QD8]JLX>M4)M;%V' MV\4Q+'1[HK6/;?;('.U0*1(JGH8>!N6'[#OQ_JG*(W^M7K32#L,6[05:6JL8 M%0:V9G(03UJ=H=C(PN+`G"/HAZ1%1+XC?(@)"J%\`7V`,RNO:#T>7>?=V.Z9 MKU>R5?8L)"+>(N<5/,EY68Q<1SMDD^%Q13',1/R4YP@QI.$6CEK\ M?!RXC$/O'6A6_,3%+1JJ)6C)9LAK*\<.E2(KID5*\9ME0-X(KZKK>3>IA\\" M7GY`I'1]%**++YA^4:L_V77)"T1D38K?9&&0ZY/PL-!0JK MLDK-F^SJLI**IHI&)]G"N3F,!$E#%!>O;70'FG.FW6_'ZN7*>PS>L):]YZL\ M+F#'<95X7)\ZEB/6AUD@L,K.]$NS[!5M#+FJS?_*4CB?!\>RC85_LCB1"Y0K@T?GFTN_\` M]>:TH\KI6Z[`&[E:6(BNH@@=59(._N/V+Y?-/ZB2=9ZX^P:C2$3NCB>!E)NU MX7UHD):PU2P15XC;51*%(I9RNDM"R5N329E,=;D7N7*F^UWSU9&E`KLHGG:W,T'[* MV5^-G')PW8*[*[!%UJ(KN7W^-,P2V/J3'L:])3U8L#!LY(LN MHY<$%J@0Z@E2*)@;1V+HF_\`(WT8.RK)D,CM+M.U%'U.HNJ1YI5ETYSII$$# M"@D5KX4/_M3$Y3#].`Z/@1?VDO&;*;$8C8X&/CQO<+]FZK4.3?Y1KMOL=/CJ MI(5NY3I%!.3R8I2!NO@'` M.`<`X!P#@'`.`<`X!P.MZN_N_;Y6WV'VWK\'VZOW?W?R^?E^Z^Y^'[;X?I\? MP^WM]??Q^W@=G@'`.`<#5.=XJBSN$,QPF49)2&QI,8LR#%Y#ETEY!LI%4>0J MON.+EG+"UMSSK MOKYD>A.$,8VN"784:.E5HYTX>^'TRF@@LL1 MI\ZP:87RY5(.KXBP$PN-L67H78?1<@T/)9];,XRSA?&%MVWE:ZA65+`FG6H. M%MURRA9)K'PSZ#AS75JVHLX5;*(JKHD":>O:JZG:9V4)F>(K(-\#==Q2-"-W M!%6IE4-M5!!9PLH9-<5!`QP^$"I@!P`0]P.(@S7@*UV:<%3[3NK1!46GQKXS M["P;@LJY!R+TE'P&H7[-%,/M3&!D1?W.H/L4@B!0_<80"N%J5LAL-M_^0]A' M.>5D8,:CC#(O9+I'2UX(^-(V'C8O"Z&2)RM0#&OPMOF\Q*NGE0*,B_E[-',& M;V1]D&(F23\`%X?@'`X7+A!FW7=NE2(-FJ*KAPNH8"IHH($,JJJH8?H4B:91 M$1_T`.`EW+IE]BKQI/@!_%S*K+9W/UBWFS/%2`,GY([6[516"M>)X&QDCSK- M"0]ERQ(8L;$144,FJ47A?WG*<.`ZC@'`.`<#S)5(KIK_`!YO'B04*U4+[E)[ M-A_J/"_N$#']FA#E\`!O(B`"'KY$`CUN%F.2U_UER[DZLQJLQ=(6J'A,9UUH M4HN['E2Y/&=)Q968]#T."SN=O]@CFB:8%\"*OU\!Y$`]O5G!;#6?77#F"&$H MZGS8SHD+7YBROU#*R%LM0("^N5QD5#@!E)*WVUX]DW`B`>5G1OH'`0A^1!ES MR&'+9C?9C%C['<665A94S*#;7.5 M<)MCNG<>J"8B!$SBHL`$![VW]9F;MJ-M%3H.(EYVPVW7'-E9AX&N-BOIZ9F9 M[&5FBX^(@F9RF*\EY%Z[(BU2$!!18Y2_Z\"MO@3>G!=XS_HU$WG`>Z)6/7QI MQ6VEPC8/07;J1E*GMKD"CPV+UX"QU.`Q#)S$>Q@<.T"LW9Y!,S15? MXU13!TY"`J_->^9=D=:.TFQ4_6C?^]6G9?%&1-C0\'$3$PXM,/ MC-Y.%#[5FJNC\9U$R@8@"`*$AI_"3PT;(N+3^5([;.C,CQDBZJFW<6P<++KR MR(-"Q]0I,65!%!M%`90%&J;0B+E$"#\AE"D#((^9QI(S)8)&R?E10XN'IC'> MO:9M`I&IMP!(P/3OG-$E':,>`&!,$R`"_P!?(I^0`P!"W>BK;'HZ]S2O6#/_ M`)(+K;0;94$HD^>GVW2&.TZA)38I7,\PADUI'5=1P>-4^1NHW*=RW40((&33 M%3W#'63G8BM:,U8N=@FT;D!Q1 MI.#C*JQ4F2LFA2,GYF2C02)"KZE":J&)L&4W$4;0,6XP_)8CDJ;BX_\`BZNU MBY;?T.!:'8U9>,JD-$Q3?)E:J526;+))E0B'0,&[,5@*LB1$GA,).;\RN787 MJ3TOC]C\A.JM?Y"@XTC]KZ1:*FAD;*N:)9KJ+D9;*-+CZ&O][5;A9JU=T?[P MLG\@DLQ815;D))`P.F;0J@8)U*;YZZZWZ$:U8SD=8=U*];(;$>*8O(%CQWU< M;!1%3N5_0IK>(L;YC)8:Q//Q=R4AY*"4:N9QZH9])G$CA8PJJJD2!F;;M;P" MH(%4P5V%,"`;^H=UUN;MD32`PI&,H?X,'KB8H`L)A]`,/[3?3R'@0K$[%N,^ M93[E]H-M\1LM_=0,#9(U*8X`KVR,%U=97RQ+95M"%(I"XXP;X_N^(9*]5Z*L M$DT,H:=GFD6^9[(,42&J.5LGWS(%, M9]:-G4C=#(\SNQOE6H6G-VV!N\U=KKD';C/V;,+]J\3VT8:8[88CV0J.K&JD7O)CW`CC(. M)IMOB^G42^NF?\`PK>5`BJ^C)-[,,3'),%'[NV&,:V3+31/-R&7 M9W!.+\M8[ME"I-=QS+(R<1'-;-**.96U/HI@4J[A^\CW<@@HA_%@(/Z_(AF# MP&C&I3U$JKQE+8ZSU3YQ,BT+&++U>QZ3W\[URREI0JH0LRSDHIBZ:+D4,1!5 M+Y5"+%3`O`BAOOK[L)%:D6Y_.]<^[5/A*Q=L#SB5WO7>!:LNUQ5]&;$8L6:C M$41QFJQ,Y68N94",(1V>)25C)&11=(I-E6Z:A`R/TNG6YOGB\K M[>#5RM04M*]S=UO[J_SMCF).'95*MJ#L#9'M4D)99%RWI7G#(/6;L%.6[;G M,FQE^PF:4[1+;CNWRFNJ^O9YK!>):_>W65VV6:S_`(3QS#_=&7FCMG$N@=PF MCY15;LT@8W?\%9.1W8U;KUEZE-O&]G=:Y;/RT-4X#NEM\]/3H0LWKJTG%PR3 M+9NAGT36:FJ^(U2C"SS`DV:;0>*QYE(\P-PG#UL8WL.-.U_+,;:-9]A=89.0 MZ\ZF9&M;`[A!N3)6^/BMDIYFWL];N[G)^5I*NQZ`+?;K1JC]N0#^JH-B&5,J MN">?QYJYLNY[+;YOE\0JENMP*E=&@F MC@W\8T(B#I0SY1R@V":?`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P,(R93RY#QO MD&@'>K1I+S2+73S2+=-HJX8%LT"_A3/4$G[9ZQ46:@]]RE6152$Q0`Y#%\E$ M%6:Z,LT-M\YN)O6(B5*5'';[,&1I)KG6!R5#UB,O%&Q%@'&\#&1[#&M-E$_[ MA=ZKRJE.<"E3*'DR=8J62MM1UVPXRQW=8S#MOQM;-@[^-TR,S MF\+1]0S?$[3X[Q2D]C89_09_,]NR?+N7@P!7#9S&4LH*R2J0/8U)X&Z,(OUV M?;#O[`JE?BE+ZJ:"6IHH:+5+'`FVLVWU=<)$E04(B9<%FH&*F9,YE/*GHTS9PKV@=53A,IR((5/?PJ[E%(AE?ZN,\/B1D94ZG])LY%+W4\)F M$WPAX,3_`-P+,VK@HN`_*.ZJWT+!1[)2R:<;1A,.&*+:/!=1M7,[OUGJR3=< M@/GRSV6$ZRAT`5/\GL*BG@P)A9_X!P-";#R*R]/A\=1SEVUFH MNVD+*E=2EZDB>2G%(D?08>3."OJ($6%,!\"8.!$#3=VSSEM1N5LPQ;K-Z-C. MRQF@F#4`,/`B#.N`<` MX!P.@0"KOE%0,BO74'+>W%MH]DR3$8L1J29:-4W#= ME-6.5NUYK5!@V",F\0%+.X@\SDY*5U=BQBTW$1-D,Q4.F8%E"&*I\/T$06#(_E#Y)BJ;F&^276:^CJY@V M!P1:+TZ?[@U1!3^"V1LJM-Q6\KK<,('5L_WED1,F_%B"R+)!,Z@**CZ$.#(5 MMW\]UOJ(D]J,A-F".R;FO2.+85@9*0AXAAGK)N=Y#`=&28.V]53?V2+I,U/1 M14I)E$A_/(-E73=#UC%.5YMJS>NY9>(/)S:RXL0>$]5%`FYV,;H7G2^C MZ]R&,,4U;,61]C=KL4ZL4FI73(ZV*ZT6Q91B;G)Q\C)7!O5+JLQ*"U1!JF4( M]8!5=%,80*4>!#NQ=JVP"&D-6SXQUJQ/3]@YW>J=T5G<:Y$SZZ3P=2;=5\WW M?#EAR#-9RB8J,IBK8=++62Z1$8@V!C,(/J1L12DZK!H8 M_N\VUL#&99@U>T: MP3SJ$AYO9S;F7CX:%7D)",92CU%;#&O:+YX9N!&ZBRM]:F`_A(1`)BZI[B[O MVS.^N>,=L,3:N56L;3ZO9*V(QY):_P"2,GW"R5%SCE]@DSBLWQG?:15XI=O) MQ.;DA3=QJJQ"NF1R#Y(8IA#?79*-"9:[J6'(\"G)U>NV(SJ1F`V`A=:'=:CI M6J6FN3RK;)TLJBX31L]9F7L$YC6)A>R;>4.B4HD$YB@L+KN[4*>ZUH@T<"=5 MO82WQ$UE9BU5@<9?X2S_`!JY,J3HY2GWZ\\;/<1,QCMS.9$6>)0ZC4JS>/4) M\**2*?PI!-P_:;:/C4.CU8=L*R@"D""/_'?$2!W(*`J8QB'<;$I(MP1(EY," MYDC>3%*`"8?'`^5^T/(Z;856_4QVK.W!1<'.S#$>N#1]/`>>!#O<7L@S]:\5/,$U'KG[!:-E?;!XQQI1G#FLZZE?M\? M+LW!*^&[%AXQA`UZ#B*EJ(=O"P,(Q:,(UB5HWVZ,:.;LF:9$44C@'[$_`#]!\!L7 M#_9))9#S/B/"62M$MW-8IK-SRY1=`M>=:Q@AM2WTQ1J#+Y(FXM\[QSGW(=BC M7!JY!.A1.I&?"=!KC+%OAJ)0+/;;++-X&K5R%E;'<9UVJ5%M M!TFM1SF?NFS;^MVARWG-^>U MVCV/;VIZSU:LR%ISU.5*\V2@0V$ZC&8RID98KL\B\*X/KU9@',BNV*T0D8QX MHHJ@(+`D#P=D,,:"Y.Z_EJ,HSS%S8U9&0C\AD MAUJ2:1>:%_>*$A\9,U`*N2^F^=%(Y,C0S M=V9<5G\6FD"@)@"2BI`^1(5"J`#G.!$3MFR[PGR_$F!`5,LF&HM"\5YXQ$ M:?K>:)2[3CIS@O6:6G)BSEH)XJ1SLZ9Y2;Y[>0KRAP<*V>R#Z39P[F1.L+H! M.X2,DL)3B``QC@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X'5?G428O%$E4D%4VC M@Z2RX^$$5"(G,158?13PDF8`$W[3?0/T'@)\U1E'E]VKJ&2;+L;6LA9!2P99 M*X^JM5[3C##B6!F1-B^AWPSR;A"%DC.@3<-Y`Q MU@YLHYIQ"O=X2*UTRCHDTL#W9/!<]+1$5`UU?+$Q_N@4R=``J`83K%3*4/U,4%X;>H+D_)YZFY M!5$XL_\`A]M"P:J*"Q`#/'%/S>HZ%@DDAU3"(6 M8.`IN`S,<>0RR`)I6'8/.ST(FC52&%V[:L969G MG[2NQ)2^?D3_`)X4D_8RQR<"16DV`%=7=4<%8+D'Z\S:*10HP1_UX'FU<'HU^)7DTS(RCUDA(2B)T M_A,C)2!`>/4!1]U?A!NX6,F!/8WJ4H!Y'QYX$)=(Y(,P3&Q6V3R,50#,F7I[ M'V,7[L?=5Q@'7J3E<9T-U&^QSG;0EPN+2RVA$G@@J!.@<0$/3P$^>`DO\@U@ MNZZV+%(LWJS&0KNS6D$Y'+%67(U^^2V_PO'MQDD$$'`O62)I'Y?B,'K\R:9_ MU(`"&'?DE9'IU0ZH\S42T6EE59#/%XP=B*KO7BB94_Y"5S-19Z6<+IFE(A4T M9'5JOO%G9R+%^-$HB/T'Z@DC\?#.6I6!=BK ML,W:8'9'(Q@1V!-D=:L0,;FHL`[1=+LXL#@#!PFHJ8RGN5(+%>PEJKMS[(>G MZZ4>QPUMJ%KJ&_#J$M-7FFD[6;%`R>$\;2L?)0\M$NW,1+Q[_P"Q36;ND3JD M.F'E,_J8?(484\CX)-2.U'#5RV#J6%G]KU3UBF<-4.:*W;6S*V;->+]EB>H> M.*DFM$*)S#BPRCE$DBX8M?CD&TF05D53KKN"!9WVTJ>'H[067UQQG9K!DC%^ MJ6NECWAON39N7@5I(,Z77-,^_P`3NK/%-*]!1S-P-X;WZS-&32,9L(LM<8IM MFI4?M0X&H<1V3(J6XM+F8$TRPK5OW=UG5R9=39!K&2AS,Y-BVBTEI-/3JVDK M2CE;)L(N-<(1L4DJY6A/5,GA4WVX-P[>Q8MUNKR2?3LM"?Q_;QIT1F6+8).R M2S^78Y1@$(N3=.'K1O$Q:A)4ZJBYB./<4BH%3`ZQ5$P2IMZ\KL)U&=E31EHMB9$'#4 M50^GLCX=Q#?Z)9+>SV"HN#'82.09NP9@NU?=#7V^,62R:#!DBT%TH604418_?2D.]8-?O%D4'*R+45G``H?;M""OY`2B8OT]0$#>`AY1VL+"YP$BC@*1T4S+D$%M5$C"LBN!R_H M!3`)1`?]W@,+91W89GW<+33(>9]-,.X"Q!KS< M2ZG6SG;2 M5G"5B"I3RW4:7L<9'3;FQ.9248%D"MW+T&X"/_;(F(&S/R.X5E(::X.C\KQ6 M/[Q(,O\`DQ(203<(F%6+D>M]>6T]@AKK!Q$I)+NXDL!;X8CYFW/62-%79*Z.Y@+[099DQK8+[ M*7M%)O&O5&SLZ[J!,=!JV$ZS9H`G40#R>P??[9F9Q5KP[==EO2ME>>K^W>HU MPK->QK2A6-\F:^;FZ_:ZX9D;NSF[73W];K-YV-NN1;(]?60+-VM=,+\]&R MSG)U#VFO8IR^A0:(K/Z_Y'K3FQ7Y5[LO8',M'R<,Z/#1:"$K7A-.RK5[5^DA]8*I@O:%I"VT,49NBJC4HBVR&#'4N-C*ZV=D M?N)BRIU-JK&D"8BC)M6$D;X':8&4;A,?KQV%LNQ_;?/6BT[AZ:;AOZ[UM3$0 MC8],*;8ZG4:421V@J3X\'<`LF4LOJOIF3202<-#HR;402*L55F0`177#5WXN M0>D;VVMS$:^[7LXS$W%9,AD7:J9$2"B59`BAFI&I"&\HB4I5#&.I[B/@G@)\ M=JAHT=Q>C])XW%9R;L+L:K4XE_I)D2UAS/Y]C&3`@*A(*-5"!\A3#\8^"'\? MM!V_`C%MOF2]82Q0PGL90E+F<@W/)V)\04Y7),O+P>.:_8,N7^"H4;9[P^@& M+^;6@X5Q-@H5DU!%>4>?`Q(X:F<@Y2#@UVS9D*]V#*V(\V46(HV:<*OZT>P* MTZ5=SF-\@T6^ISRV.LH4%_*-VDY&1]F+5I-J^A9%,SV$E8URV^X?-P;/W02D MX!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!X]AC&,U`3D/*-1?1LM#R<9(L@.FF+ MQB_9+M7;4%%3II)BX;JF)[&,4H>?(B`?7@)WTU>8H0V72J)[9D/*>1CT&L3= M/M#W)&MCB)C,?89HCS#M?G[?2<`Y4DYNPS5A871\52=FH(K`SITBU1!!9BAP M,"S;+84Q]L;0M>I)EL'&YFEIC$=G_E:;#8PG*9#XKO79]1K_`%.PVLSG)#"U MQ==N&52C7A<^%%"12CQ7^/.NC\'`EYC5=P?MAVY0]3*-4='M)#?,NS3]T'"F M8=TQ^U92`(F4,S43#Y%$14``6\F]/J!A!D/`5QMLV3#LAZDY$"I)N"6'=V)^ MZ64*D"C.0UDZ[YVY@T'()`H!108JJ"0PIE,F"S]O;/%/?R;NH52 M#>L;,`ZO[A5]Z2(EVT@2OO&E/RRC*+OFT<=^HU3<$:1L4Q=R4@Z4\_&V9,6ZCIVX4]0$?1%!(QA\`(^`X" M:,GP2FPV8]!\%NZ^@E&9!RM8^R?8J/<-4GQB5+!J<2IK[`SR+U43M%9'+EII M:B!#D,;XJ>X2``!-0`!TO`.`<`X&"7A07H0-53!0QK/+I(OOA+['1@HHO\I+ MK&\B"94%_MTFAQ/Y+_W0!ZF$0*(1RWZRI;<3ZL9(>XT^[/F#(8US!V%48X$S MR09=HB5=PCG/31=(IUVS4I3);?81/["[>F38LP^G@5ESII)`/L M8P`'`AAWG2K/,D#LX*9S2]8T-PU@RQ2<6("C$K9@V1V'Q[#1H.GZ[)=LH_K. M**E+',1$5%&HRZ1E?4JI2G">/6KA#!5TZPL"RMEQ%B"Y.7.+[V=:8D:)1+$6 M4$MJN[<7R$NG$.PE&[U$OLF[\BLY2,"B@`H*QSVLZH M2LHM+R-0@]@M=[2I$V-_CJF?R:-=SW.2TXF1V]CZ(:KL&-I1=GCW$LZ2:JIE M`':GQIE.<+B>N^),G5KI3[$=JLON8J*R9NG;,[;?Q_W$TZ7B\>8HD;.6PXG@ M%GDM.ILH*OUF,:/)Q(C26*U:MY,54WB2@F4("U"X7K&0>VS5#:VS7.C-,[XW MW&U1I"<"V$]1@K?BS(6/:\W:M:=%2EJO4ELZI03QW#R`N(I`M:S#"599S#.3F^)XT,_9%11`Q@2!)3R4 MW@I?(6M-`W[&4T4TOD(U9)=@ZU1UY4:JH.$G:)TO\25$I13=(`5%R0/7P"A` M`I_'D/H/`@GA?=WLKV9JCW)^"=)=4'F*7^4,[X\JD]D+=F\5FSBSP_F6WXD: MV*TU2OZHW!"._F%J0[=F9M9!VH!%D/!@`3"`;Y8Y-[;#-SC(:@:+%=)MG(@# M;>3,I47#MJ0!2!(#Z1+'20E5/HG[C[-P^JGM^G`$US7W#%;QI_@O06SSC9.Q6VVW%UM9G^*?W#)U\G9F[7^QSD>74 MF?\`C?V6[3[IV<4WSA-!-3XB'.4A#<#<2EL[@U&`+(8'ZXFL@(%'[)SM+LH[ M2()2"!R"Z0U(;`<55#`)1`H>A2B`@83`)0\B-V3WHQGL=J_BG9W%6H47C_9R MZY$QO#V+"N:LPV:Y5BW4O#&0\T1WS0=\PA2X>=C)F(QP\:G$CMJJW5.0X`!46.`?TT$2B(`===3P0A?U,W7;6WLFI9"121<6S8=XG7UEP^! M1="B-BF()2$.(-)X%;K\F$+`CJ;B1W7J-D2_/U[?L=48R*QKC>QY0F4;=DS1 M#:G&N.UI"`KD5,J-X1YD"UQK-9VX0%!L9R103$$H&`/.W)U8[$#]%:36^Q=;*EW5VRU+KU#JR.INOE$L(9_DCG3KHCVVZ-BO"2&S.6%I/(T/I+A1]'X18O]6<[%CK=)M21\]5HU MLH"BE<8.)AN=L+Z8;B)S.BI"<.',&F'8J[W*U1.;L)M=Q0'&FV+)EE=SH1KU M*P>)Q<1F#0CXJYK1Z<=67#V]*LW";$54V:ZB;9TBV*!3+'3#8VN.`=K(2%RG`:O06"*]7;#&;-8V?+423F*-+SM7DYN5C7_\FW:N MUD7?HDY4;)?#\WH"K/QK]@L98MV"[']:K_,6.$RGL-V0[/3.,>6\E$RDW MQ*VFI3)B%5R/&P#NA&L5/BFQ7DE&NI1)TBU<-3)D4^8.`V[MG07+L_TER?V; M-1DU[,HUBX?++*(NFKF6UVS-8YME6:_.V.36^WC:_#2DW(.!247^!E%,EW[M;X$?ZRWQ M((&-Z$_<;QX#Z\!1NAUMV*)E-A.['2='1D=K*.]SECN7;UYO/2]FI@MX^8B< M.0E[9Y)!&DM\(U^U,7"==2KCV.>HR#M^A*NWAI)8`WG:>NJGVC.TCL&MD>S( M7N[W:M2F77B\8SFU[QC/&&1J5E3"&':\ZGGLB;&-5QC<,>L%P&'(1.3-)3:Z MR!'TF1XS#EQ^V>-^U7:-9RS7!K):.:;JQ;Y,_JS,1CFC<=O(-G")'YBG??<+ MD,10[8I_B`2@H)0`H`Q/@)_[',DUS"6U?6YG&XKN$J=B"4WRR#=21[07\RM2 MZ;HIEZY6,(".*(&DII%I6@41;E,F98"&+\A0\@8*O>FRDY`]W&F%YF,.;#8M MIVTV\G8CLQA&1S'AG$M(A;EA'-&O%EGZ5,P-[J82&:K"^7E[8N[5B9V45KD8 MC)$,@U3Q39>STAIBABH!'F9IYCCUX)7"S=5&G.TW$KD=TFHV M`SE)0M`BY%!%0@`!';A$!,4#>0"(.DC!#+&RF\FVR#EN^J$ED&M:<8(^W,59 MFPQ7J&A-0.07,.J5HV(@SG-F+==6QTTS+IG3A&Z@*"!@(0&=<`X!P#@=`T:S M-*)3!DO9^BP7C45A'S\3-RX;NG"28?\`M^=9HD)_'^[XR^?T#@0PR+'-\S;F M88HZ@FG^)4I&Q#B8AB@(<"%N\<$23C1@3YG8?X:I<(Y(S.9(5!`#$Z/JX<%$%E M`7_H;)D_Q?\`C8_8LWI8R0U\SQ&K`Z;B59M+MM3_`+H7:_SKK+HD7/%/2D,! MQ]@6*'H4#!\85182:PU&D;O?\`7^JR-0K]JB:_,6:6A,<]@&8K M]V6.KMLM8RS8YQDOB'!45!-;WB>.JC.M+TF:C**E8, MKVR@W_L+2V.+UJ[1^TYOB6JOR@BW:KRNA6U@$7<&]C&,!!:?M*"9_8?IY*/CR$0>A[";EE M2MB=@K#]M)$=[#;3ZXX&D"`HJU:8%Q=N'L#9I64A53.#MR)Y'R]LHAUDH;N`02<*2F6>M5)$K5PX%VE@79TA&*OQG.1)5- M?9(I';1D/^]<5$#+%((_&G[>"A$#(E<[6LKYNPSKI8\ZZ+M)NFBAMW?9&IZS M9_>4@D93ID*SBNAV]O,[*$7FRS>3)%69BB-7,>J;^QSKKF`H`W$4\_0`]!#ZB/\`IP,C#'W: M`90XGVITE31!T\.F5+27,ZBIF@K@+!!113>4I"*%;>06.!1\G\"4``!\AAC7 M4?;3(F?]7%/ M\,B>!2F'R+8SLJ9D`65(3V\F#R&-;]=@N%.N7%=7R_G.N9:M%:MMV7HL9'8< MHZ=]LB,@PHEUR9,RS^(/,PGVU>@:/CR7D'CD%#"DBU'P0QA`!#9V<=LL4X!U M7M>XEQ+;93#U0QS%93?_`-K5EW)7%Y4YI&+<1ZL=5'RD4^/(J-Y=$YVJPH*I M![`<"F*(DL%85BXGBK]@/8=9JCBMA7#Q[ M-95-)36S6^U52LJNE52-X]"[R2RA2*^0$&Z9WV)HVO!,.GO+"UORYNSSCC7: MH_VI"IS1F5YRBM)MZX_L1#OF1XVJ-U8I0'KT@+F;%,4PI&+[&*'WEC86CXUL;2YG=G,H3N),?.X&%"3AXZTU_%&0LQ.E;<]^[04A8A>KXTD$D5R). M#&>&2*8A4A463#U[=FVG4K+^'<)S"$Z>XYQC,66:65O]F`)*@NH>0Z4KG_'\/L12M8'8SQLH7S$605R;)1M?1K4<3X8EE$UYD M*0MA56=.ON54D@?'VO\`VR&?.F&05*)EDNTNFQZ/QH&77]9;6S8]L<"E1:KN MBMRJ$3.J8HD2(4GNJ($)[D!SO`U3G#*-5PKBB[Y4N^0*3BVI4:%5L-AOF1"K MJU&O1#!5):00*LU=HG0<)&$!`?51)00'Q_UX$'--].<3ZK0CZO5K+^1,[2?\K6 MW41/YBMU6N=FJ"-*Q16<-0T/6W4!`0!V#9OCNL,FKHRI5G+D?91501/P/+B, M,:5XELEUOE@Q]4AR!(Y_F[A9+VYHETGYLF3H<"?O`5'O&6.5WVZ>&DE%-Y)"3SWME%&%VW!V@DD[T MJ*FK[07BEMW+R=BW6>KI,2I'49)7NYQ3NY6=ZF==)8\/2\?0LM+O"H` MHL9LQ4_:"8**IAJOO'@86F]+.[E:@&+*+@*AKHVB8"+29Q_\;'QE;F*JVAHX MC)PF6.28-D&*27K\8E33#]J9A`""&EZ?I-TEQ5"B:S!Y?KN/8)]%*33VDT3L MSSO1*PR4MC!S)3R;2JU'9F`KL;&R+F<7<'1:LFS0ZAP4*F4/``$F,IZ&:<;# MZCXWU^U[LU5IE7U:<,JS@&]8FM\K?YK!4@C#I5V9KT),0N1XZ96FK)0YU:*< M)2,LHL+>2*L8IE`2,`)IQ[T]8'I>V.RTC9-P[=A*I:\:B5;!&:\MXHKV*-?J M7$L\[OK]9W]6>2F9XS.#2-L#O%MM/(66S!-$DG#VTMU$3QX>$E`;YU^;`:6: MP:@8#UHD=Y=.[(MA6J/\8UN2KVS^,+.21H5,D;,&.W\G)+6A(YIT^*X=DYEQ M3108(/DW16I$VB:1"A*9KV1]>#X@*,][].'*?D@"='9C#!R$%02%(54P73PB M)S*%``-X$1,'_4.!EEZH6I'89@EM"V(V-MFG75.?J[FUXWM1' ML5-5F]8[GT'#.;JELA!+\\?()K(K(J)''P*A!"+&:\'=2.L6ML9J;L,VUIP? MKGDR\25ZA<:Y;R8UI#*\Y%BK/#7.7ML1+VNWL;9/6V,M+A@^/ M>Y)LO\1#U1C<%9":D3-R%8UYF],*R28''@;8POI1^/5,KXNPM6+/J=EW+MJA M&4/&1\7LTK)Y#S!:&=???W-'7'SSCATU;1:*A71U5 MBNCBJ85#"JX5.,9>9ZT^DF:L"`I(%C5%5-7\ MH1,:\9G;Q[+U.JPAP2436.Y7`R`J_(5-5-),-Z8,8=I6T<+D?+%8WZPMA_'[ M[8/:''M$HBVCJM0PSLCDO$=6$;JXV#K3:?>OX&CE.Z5=18&^8_T+]!, M8-TO=7^U9PD)6G:QC-@L!2"FHGUTT-8AE`4]S@NFYV#6$Z1R!Z`!#)F*7Z^P MC]>!$W*L-VO4[:G5_6!3L@PW/5S8*E9_OMKN#C16A0T[3H_7YKC=^DS95Y?. M[QE8X.ZRF16S*1,()JLFR7[3^5OD3#MZOZW=FN5(*X[&MNSNMUASFV=D4X!Y M_P`#L7RIYO%V.IN>I^'[-%-I'*R[:OU>XU=%2RM(Q(SD`&?.X,X%1=1,@2Q' M5;LW^9)0O:]%@D50IED#:$84,55($52'3*<+X51(QE3$.!O(^/3QX$#?0/.6 MU%[.SAX1[>G*'LD=$YO^!.N2AR^Z8D!RW$TQZ)O$A'W(*A54/<`]DC%\E$,, M0BM^-8]F-+X;*.^!=HL6Y\RU?<29`I%JUDPSB5VP1C=<0,]K[98@E3.)4$%A\E#]0UED]J=C MWIZ=ND"M4&LIUL[H19B(,DF2ZO\`%9\U0D/B<2)%O>7;)&D"F19BF!69Q56* M)A6,!0C'^2.6;:ZAXHFX0PE/'Y'S['2)3,W3YJM$V+KVW2B7[>2:MX>8(M&. M$E?1P"@(@")C&!4AB@(`EC?6N9#KN@!6L# M6I#'[5HVF:9';,WJ74A;1[F+RA<=B]3KWFZ<9[G8FC,6WS/\`D?9C$4S<9)G3V>SJDP^N4[(+IQ]? ML+6Z,20R;V'4ZQLS MH.IN9;%@*`@PW!N[BHW1ZW.<(N:<_P`<1HX$2+2C0I_?@=+;_`F6V&6]"S1V MN/?A$FL&U3VO'D+EV68WLMB73E,$9D4=5K&DF7;"]H8XO$\VAS.W$VL^@4$Z MZSDV2;WYGQ$!#*\L:M9-<;3:LNVVL/?H2./3-AHY2*G>S_'[RX.)1U6J.L): M3;%=N[&M3F9B%5&8,>?@4I-,4BD3>"A]N4)B:,8PM&,>W_&"<[B+L2QBYE^O MK9R->O-\=KZSM`VLC>#V"UD=QQ,43L%FW-)XTL*,N8)=L*T<02.F"GPG.!UC MAY/XZ3U%;:+OM:,I%H\C$.S.].V2;-F*2(F?6G*H+R:+L7#SYVLE]H0I$_F5 M^(6YC>?"H``3Q[@/D0R1T[2+9(ZSUGV[Z]MB%]SMT`93.+,Z0LHHN^*[:@W% M%D^,=-,04!VJ4K?U,"@@(.HX$0-VZC9;GB2I1M:?SD06.V$ULL]LG8'^TRKU M['55S?1Y_(]@D5;O&3%<;0$+26#YR_75;G40:)G41$BQ"'*$8.M.*S5%'FBY M-R?-918C@#!D7+RCZV8=N,:QR_7,C;(QES6;RV)&#!JM,V2@#47[Y1R*Y5B' M;BFH!P6(4&O<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`ZSTHF9NRA[B)FRY0!/ MY?D\BD<`^/X#$7]_^GH8#^?T$!X"CNKN@0]+IC2#@P@;))XFB4\"Y.M&/VVN ML914LN8W291N164A7:?0Z;G6F7EI/J+D?QUI*=^J/JNX%4%47:X8KVUH@(FL MF!C.#BB1R50AA`A2@8P!["(^H,NX"@NQ>\47%VX/5!D[(TI#0M1H>9=PK+.3 M$D[4!U"P\)H+L).34XSB&J3N1F4(J)B5E%B-FZJQ1^/U\";U.".H_:F`[(>] M3J/S%`['Z\%QA$XHV+R/BC"&*+#`9#RU1U%\>&G&U5V1M+&40:P63,I50Y9, M:PU(J-4-7W3,X.5RKOG`7*K%.Q]7K\Y9998K:*KT1)3,N. M/Z78V*ZI'@1Z&>KQ2F#0ZB8E7;T]P0?_`(Q)P'-\`X!P#@'G_3_4.!"_?*S' M0P,MB")GU*Y=MJ[9`ZM423;-/OWK"3RZG(1]KG630%4C*+4W%["?G!,`^$B1 M@G'Z%'@2PJ56@:-5:S2:K&MX:KTZOPU6K<0T(";6*@:_'-HF'C6R8>`(W8Q[ M1-(@!^A2AP,@X!P*\G:'LG)8TS+DW,\5=,;4M7034K)MPPJ?)T]6V$1=]W,\ MUR:A,9UJ&KMCF(8MPL]6PY5K0HVCVAUGC@)\0*EX]?E!R6SVM]!W'UKREK/E MUQ96>/\`-M'6IMR/`D']. M`B"`_%-ZZZ]Z)MLN;I.6R3!I#)-W.7,;$.G`,FR[%M!$DF>%&LRE'I1ZYFX" M1R1?XO`?)Y`!`&5:(];>H_47AG+T)@N3R8WIUELDKG/*EJR?;B7"785^YQS'*R"K;[7-7.9-(3(,X\C@#S4^X%(I44R))"4A0\%#@1N[#NHK3[L]EL23FT+/ M**\MA%G[=LL:5.'V-5Q[@W%D;=LGR*NR=S*X?94NEE56PE5V+R(4BI:!?T M6`@[!8%CLC-#IGFV!@,(*G`09=A_\?3KDP?GS$6R%+@<]/VR M67K_`%^OSZZ"B*SA.'M]EF`61<'."JR9E/5PH0OS?(0/009)MWJ1@O>;7^\Z MR;(U5U<\0Y#""/8X-A/359D#NJQ88NU0#YA.5]['RC!W%S\*V<$$BGJ<4_4Y M3D,8HAJ/2SKCUKT'5NJ^`4\J"O?*?B''\PMD[,>1,L'8TK!4-8('&%6K@7N> MF4ZU`UB-M#Y-!HR!%ND1;XTR$2(1,H:>HO7GG[$=CO9,/=D^Q5`Q+=LLY4S` MAB'_``YJ3<6-2L&9<@S^3[S%URYW;!L_;O[?5MUI?K,T'B[M1J18"?(H!?J' M;E])=XI(I46O<'L_%M@?*.!,UUPT3%^+0[-PW(Q!Z&N":8?&LL57Y!1$1,F` M>`_7@+EW:T0SW,S6$)A3LXW%L>?LAY.G-2<%21<8Z=ME(^BYCAXY?9VPO4*% MK[59./KU?Q3C2QRYW9'"3EJXB6()*)*'**@,@@]!-CZO#1%=K?:ON;#P5?KL M76(*(1QEHFJRBXR&9MX^.3;E7U'46$S=FW`@"8X_M`/^G`]K_@YLH4Q?3M?W MD*D#=$AR&I&B:IS.2"`\AWH'L>Z??>_ M^6[?U`$TW)&S1M7-'$6A3.$'"!3NT":>E*\%N*Y3)^?00,F`^1'Z\#`;'H3, M4:VXQSYG+L;W*S%':\2MNOT-6,J.];(3'#--WBV_46ZVVQQN+M><=S4F\KF* MK?-+(*_?D%%<@*E`%#>1#:W6!69B7P79MJ;E$/(2^[S9!?[-NX.69MVTS3,7 MV&$A*UKQC9ZHDDDNL%(P56H))0%@^0CYPZ\@7V]0#BWHQGLY)9MT?V!UGQ'0 M=QLUD*_='-,O2!7$1*2B;A=H9D(.DTP`# MD$`.4-)XQQCN[FGLJPYMCL!K)C?6_&N#=6-BL+LRP^Q43G>Q76T9@R-A&P0S MA@SBL=T8M891\1C5X==50%3F!YW0:O[*[7ZQ4W'^K5/H]VOT=D^ M?>3<5?KDML!8[1:7N8L$H@ZC, MK9J@K5D9X\+$H+'80C$P))IK`F(.#V\Z*=1+O@Z'@L`ZQT9/*K',>M-K7=V/ M,&9X]@E4:/G+'UDRR:.EGMPF%$)=[BYA.M&AP0(NH9UZ$414.50@=';7H5T^ MN[77A;7W7:N04Q3-NL"9#R8M)9GS9%MUL'P%G6/F-G$MUKS+-5[%+5!VX0:D M22;N#*K&%)RW4$50#DV1LUA+VS#Z& M/%;8=I3C-KK-Z#S..>V]G?'L>.O[>QLG7%SY!>R1D&]B?NE7A6SR/,0`34$Z M@$^(P;4P=U6XOU)[%\<["ZO8M8T'"YM1<]8FR@H\RGD&W2RV1K;E[!=TH8QT M+D&S6]\=DO"U2=^X6;+-4$!(D4P'$R8%"`7X\JK%;?5,VWJ_95I;3(Y"9!M&1\PW"CPMW! MFTD))%JT:.%A.T9-TSF,`3/O6H%;O59LM<=6V4CBV*0R))@\9P\.*L>]R!FV MI9O%ZB!R`H>0KTY44F[17Y"@8BIE5"F5`H@&LHM=J';!>FOVZZCQ3KRQ0N+L MDHV!JU;([)9F3!NXA!:B[4.,7Q["6R7 MD"DX[BI641@XN3O5K@JE'R4TX0<.F\0P>S[^/;/)1=LS54(W3,94R:1S`40* M80!/&Z^?-;+SM;U16Z*V!USL=*HVU6=W-PDS92Q_)0L+_(:-[+QTP2_R"FY(DH% M@]'K?WL5DU'$KW=[I.(P[@3?8Q.#]*X5V5HJ@9%P@5\&`WS0K@0*04E0:`5$ MP&,!!.?V`(L;OU&-'N\"ZC*D6KF6<]8[Q/:! M:M(O#K60?6IM#7<7$4L"P>KUL4AR*$6$"`UG#&K.>L<8%RQB3(&^FP&;;_D) M*>)4]@K33\'5[(^'U)>LMX-BK1XFK8X849^,!*(#*-@F(V2]G2AB*>R7@@`H MK=;3/?7574;:/92O]U^[U@D\(X6R!EZ)K\WC36!S'R4E0JH]L!(V04:XK8N$ MHF078'*H5N=J1))0!,)OC$Q@A-UVX_[,NP6C:L713L([.\751[C6=R5L9F>Z M8ZPIB:JC8I-@TB,;88P'!3N-5'&:6DX_,XM3BYF0F*VR@"H,TW"\A(A]@&L- M[=<=VL.;:8)9T_MDW7R5'X]VBT\P:^N%VB,7.Y#'-ZWRMURQY84ZBU@*E7*Z M_LM5P@S!TL9=OZ(I69LF3XBKG(8'H$ZEMAE023D>ZKM*70+[$6(PMVN<4LJ@ M/VX$(1TCKXLLDL!2*@97R8PB=0MJL3[WZ#:J0O<1V4R-&V\@ MMMI*_2TWD#!(7.O.=?L<5:ZU$U%>L\',F+1.5F[*8LBDLR=?(S;_`!D,F!A$ M`F)/=0U\J];L-BL7<]W".F\9'O)994^S>+ZZQ073:+D4.JX:8-3!C&F,<@B7 MW*BW`HG#P/[@"LIVEX`ULQWU@PVQNWVZ_8#=LY;6WC(F==*J!?;JWO%#F+;C MZ.2K.!9G([1/')7J,S)8& M:Y1:;5\;P=PR+?K7)-8.M033^%8.9>:EI)V=)JP9`Y7$1,80`!,`?KX#@1$E M.X?JUA_<)#??6!-4A3&^T1RK7'K]02%$QDV\>R=.'SE<"A_\::9E/J'T^H<" M&>VO;]ULWBGTW$$#N;@>RQ>;,FOI]JU2.]_C;C7 MZ^%7:G*4@.9&T-@#V3*?P$_L6]G77WF7(-+Q%B7:W$%YR%?GC^(HE/K4VH[D M+.^A861L$G'P)2,R-7B\7!0SIRLFF?RB@W.)@`"CP,3[4DI9YJI%0L5,9+@" M6S:/2:C3TMB2]7/&MW:U"^[=X6I=Q+&W:@2\%:H!%S69UTBLNV=HF*FH(B/^ M@@BS&>OTUA;=/)UVI6QNYTC7L`=P6L&L5"Q-;]T,SY5PZCAW,NNV(+1=8ZXT M_)UDL+BRS2EFR:^=IJ2#M91!51NBW.H9`"'!F^Y&-\*Y^[.<%8>V;N,U&8BK M^C>;,JU2K1^Q^2L"LWN46^=L,UE>Q+(XTR5CR0LCN+ICMRB4S@RZ+9%=3P'[ MA$H918]!.HZ*B;%9K#("=C'U^8FK%)+[S[,2#M2O5Y@XDYA=V2ZD7G=JO(R%5Q4$5&+D>&7=INDEB>2@4J9`T/VTZYZ#:9:%9LV'G:U&QDAFF99K.;?67C^)=^[%PHNB\\*E M/\:?H&']I'8A6]_/QFLX[M8")DO$36^ML?11HI2=<0%QJDY`;+4F@WJN+3U5 MDF99>"=.&CMM\J9R(R4@=WF!A%V"LW_-^?LPTZ8Z_>JW-E M22SCD6>R(WK-QS!C3.BN54Z`O9#+RD!7WTS5&29V*BRWQBT)Z&^`$"E#/-1= M2;SMO5L[YER9OCV*5J3?[M;I4^"JV,=I)>E4*L4?$VS^4,9TRM5.OI4Q)Y#P M;&N59%`4#KN!]RB8B@!Z`F$CGW5,WCX^2-&]AW;&NY<`1..0/NW:WWV+A5(C M%J*2KJL.')FR"QBKJF<'6\^IA.(D$Q1"*N-.M6EYIVPR_)+;E=EEEJ6I,96, M,T^[S&[>27,TEGNYU9G<_=I*>L$^BDTS)D$R'@A2D.B;]X&. M4ARAYX]1.,SB05MTNU%P!"NBB57L=V9`BA72?Q@50B-Q2*?[;]4Q\>0-]3"; MZ<"1W7+.V.R:+:L35NM=AO5D>8=J@2]RMUB=6ZU6=TU;&9_S=EL[UV^>3L]( M)MRJ.W2JRAU5S&,)A'@5^NY'>O+6Q^]N,NC?5N8D<.WO,K96J["9CR%0(:Y8 MKD<39-Q@:_!7ZX@WGFUE6?O&4"I%RA`(R(]9OG+0JX%,GRZQ70."22C[`R$D*/Q$(+)NV6RVU8BT]T MQ/Y4:_/[*"`*>H`4H>:WR-^:6=ZN)\%ZGD1!8RI4W$CK2#(""V53!N@=#+QG MID04,"@"'^((R17K,'@ZF4G%%?B*D]R;"2U#@JQ2(!L=O!K,R)MY MF3D'2P"9ZJ5$)?L,D?F8"LA)N,`:._$BDL92O/)G$A$W9Q6;)D3778YH.N10 MI3&4+\;U(@IE.!A]_C`0_C#+GYF,:<[-SJ_HY8/D45=$DG\]B9%-$AS%6)'% M"+V%A?*296XI$$R!E/"_DRHB!3$#D')GYF(I)JAKUHN4Y7*WLV":Q1\JB0_$ M!/D,;.`H`V+\(^GJH5;^J;V\^"^@3_+A_P#)+-BU"U&W7Z\(_)IZ9%3JF-)_ M6:U,X)E<'D2W?ZX(`^M\KC>N6&Z8YP9-9EI-GO%W@%;//4)O-M).D`RF\>5TC!> M53!(JI'4RDAX*!1,F$)>C;8S.VMO:#NIK-EDT1E^6V[[)-B<>Y1RA!8VR)38 M.-S%@[$.6,PVJZTVP&;3N,/X&U+-D&9J>XF@L<.U42>E(LU$WH#Y>X]1^VMW M4(^9$2,5KW$:J(NSF72!=%M,5',-?5.V9&%-P^$Z4L9-3XU"?;I',L;A2+#RX,8X!P#@' M`.`<`X!P#@'`.`<`X!P#@'`.!Y6R;QRSK:F%\>+'ID%C&]U:;AFCFC1)X:%%_< M,J6N08NX(ITD71'C558XIG*/Q&^I0@WFVWWFN9*GUVMPRY6-K:MLK35L0%@' MK.S8OV!UEGLB09)'&=AK[96"H]/J7>T.MA M+T[<#8W:S)F2<1VBAXME,20$VTPWCFKE95>$BL8Q3AO7UDV;19"/DW\D@P>M M@=M2(+G67.#9%\%TUCK9AZ097G.TJDT7;+ M,(U&G#\TI9LMY&@ZF=7Z?&=@X`W_`.,X"C[9IG;=`MJNK?#">OE*KV.G'8OI MBE4]H:V;#R+W)MGK.AUOHF9ZS8:I`Q$?E%B>*12AZI+2,.\"+?J MH,9(6T@W3/\`;K'(DMZ^AS`41'@5A;6OG:5ZZ-I'V0\Q9MRM2L]_C_U[8B\0 MV5K5/70L)L+=*)D!2WSM&FEZ^P7J43.1*Y3K0S1$C9(K5%4C1(`,"@3:Z>^Q MB(NFF.E6/>6=U:QLHA^@P1H,7:B`0"[';++X+ZQ===W<@5ZV2=QR=VV:O[]WJ MDQLPHA8%H:4R(O-XLQ9'3#D10B20V'ZQ5X!$SD?MVSA$3B3R($$+(NL^RTCG M4V0*CD##EYUZS?B26BXS(^)+T]@+$#>.LC):2I]WHN0*>]DZ;D3']N8MEP:O MV:R;EL\9N6;YJT=(&2$%Y[S,5B]Q/1]/)JQB+1FW[(HZ24?/&:"HM9#7"GJM MP8(.U2?S.YO7>NS?!E)EHA&][7WZIZTUIT MLZ:+_P`6QR8[,RR'8@:&4]ER5/$R,]+F$!#XBL?<1`H"(`K;MODL`;.)6SJ? MBI'KXPP;'F#*'_(;$[GWG'AI'7V&R&92'A:YK+B!\LPN,UE1I1Z8W?KS)IBO M1,&W7C#*'>J+D03"?/;Y&NX/INV^CXMZRG7%:U@,9&2!)JM$2Z5;0@7*T@Y2 M61<1I-:=H8RR#"LZQ+NW$BN:-=+IG3 M.4S;S["KX]?(!FW:6X!GJ4F],Y=-2,]H-$7"AV:Z39PH0N\.O)!1(NJ9,$Q/ M[_Z'((B'CS]1`05>\EVX;(]C3>5=`DQC>[OJD$T:UCF!UXH\KCS21E'S[^?3 M4CWJ[&ROBH-?ME!,5A\)@3!87"A3@WK<+%/6S>Y.B3F^M'TQLDO#,YM#&TKM M9%8:=OF,>55@]L:%/=Y5(*Q&1%BME7I&AOC*(D,H`>0\@G#:RG?CX-AQ7B&D M5SJ9K4]G/,%4B[G=*J35*#<4+%E0:CD_)%@>6^)^%.F#;*O7$ZVR6D7R",&UCBZ8.)-[)23M.-:HQB"!5 M':[Y\\<%33(F`J*&.'@!\@/`U3^1_0JQ4^C'> MLOJG0O-_N5SQW3JC3\N\ M,X6.1HDFHHH(^/W<".NR>DW4+@['&0,N7:AQ(UO"^-9VX/HB/VESJR>S\H]( M5Y5*\BPC,U$7E)JQ2!`;L#+)+&%5^GZ"`*>>!TM5^K7K!QWA&B0V26N,YS+Q MZ^QE?LI3)5&+5XH=4XMW>679`3;N_!X:?61TR-E#.`Q!@`IW(KM%3*YAL*A'1UU2I+MUR+9*.FZ4,H/Q^IP,(> MPD#P!A`099C&@XGUZPM4K,34,.XPIC2)H=5JPKO8B*JD4S$\7&P9C+OW M3Y(Z/@$1^1918QP'V,)OJ%93.UZ8YZ[8]$\I,;_556.'NP=?4>H5FL6N+R!)U>L_`$Y8`B42@TAV"SK_M61I!\LDD=RJ`I-4C&6.`E M((^Y'*`*=$V\(,72K MX^YBAZ?('TW[7MW$)$S*?Z+ MM_6:2C]=NS<0-SUQLI5&:!$%Q=/%$\DQL?'K':N2B4AG)T3K`9(BQC$/Z@N; MM`V;WU[#M%$3BJ1E:BWJPMII>+O#>6;+ M359@WC!)L9F\0,NX+\I3%(<`!G_6QOUK;-0>9M;W>L$)U>R.IMMJ&/Y/`.3[ M1@RD(&>W"DL+XS>UJ.H\\G$/O-8E(YV\=`4XK&D$C"JH<3B`(^=ZO:,]CN\? M89C/0O5G*$)EJG9JHZ&5=ZX#9.^8EQ7A7*-QEKP?,>8J/7J=FMW86ZBR,3$V6!IJ>;L=JY'?-9&=C9B':,B8\)*`^.Y;+)`Q%;V*(<"%?7 MK4\FX\R)=*7:KI)S59/C)W<$*Z4<*MJ_'V6P;1;)1S&Q-H["=>@*^E(3^*J_ M62#[@M\"#8C?R15-9,H-FX!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X$)]GM M&,2;.OY*?L<'3&%M?8EMN)DK7(8]@;1,M8ZT9$Q#DI*1!Q(JMQ54A+!A]BLV M3-^Y-R8BY%$SH@!PUE]J^-V_`]^`YHU#K:,U!R95L4B+YUL\54R"2'R?=JG< MMV8&4/Z?&0$B!Y]C^.`R7@*E[$2JDV=Z?'93K%21[`K(V/\`$/J4RC[2?;)! M,JIOM7/[!2!0/'[`-^GL41`Q06/WD6V'Q'VC=$6<)\LDO$T/(&XBJS)BY,@6 M1?CC3'HUZ'**:H*@ZL%F<,V"8>AB*&<`F8#`;U$&!OZW8IG+'7CI+8UG$M9Z MI'S>_P#MC*(JD&->2^/7X)52'D%1(Q.^-0R'D[6DKF.4GQ@`A+' M>+K[U][!JGC.I9\-DMBEA[)3++F.;#BC)EHQ7<*O?8Z&EH%C.QMFJ;MI)(.6 MC":7^(Q3`=)00.0Q3!YX&F=;.I+7'5S*]0S)1,J;FVNV4AO8VD-'Y;W&SUD^ MDK-K1%NXJ3;R]"M%P=U&80*F\,NB1=H6[-MQ9I7*UT/?K/7T=P,\P%%0L:XVR[Z.5I,:S M%&-HRK-YDM9NUKPNW*:B31N5%`A&YB@0`-Y`/8WKZY=3PU&T5ZY<>8P>M:=& M;-XTJN%X"-R9?(RR4&@M#6^?V7NZDRRM;*SV]JO@B5M["01D'+EBN\L"'W"9 M@%-,0[C_`/'`ZHYI.$93N-,W6.'@I.-G(JLV+;K9R?K*4E#/COF+T*_*Y6=Q MIE$%UE`$P)AY^501_>:L M3N$ZBC.R5E9Q3Q+%=^IR$B5A,S3U9%18IU"B[4`1$/0"A"Z4_&/Z:)9FV;+Z MU7@KEDNW58RX[.;.OIE@W2*=-U'1S^7R[)*1L?*HG]'1&X)&5*`?N`0`0"*& M/^@SJ7LF^^0L>5/5X$\68"P57ULCUD4;S<:#UV;*M&5RM3#$T3E= MCO,CG')4SF#)D8WPW@6"DZ-M-1J<^M:LD:%@8<6\03P5O\K@5`!PN8+L]F5Q ME1,`R09[4QO6<2UG%P,),@0=]Q/DOJFQYE(CM"OUZVXR4UEKE^;.YHR<2G'Q4Q4&K6P,C2`2Y6 MY_C.0#$7]#CZB(<"27:^50=,91_3R/@!!6&3K>U'9KLXIZD6T9)U_KTPH,'4JYK7@BLQNK,_)0UJB(D6MYR_D@$H/#DBQ74L M%RFV%9:M5?B=-D*BLH*7Q/""(3I0[*.E9%V1LC:<1M7L<[4;HICJGDUHLT>, MR$^5)O[X12%)=LDN7SZ?4A5"_H!@\A`;M.W>ZUG=CBLOX^F$9>.,KAB-6BW<3%0ZZR3]9=L"(H>"+%4]`X$V/R2B MI'Z3]Z2JMD7(&IF.BD%9%-;[=8^:\:D;NDBJMW!4U$5C%_J?L%(HB<#E$OG@ M0Y_'Z>&&6PVU^=^L1?I'ZT'0&*K'.88WV>7MTV@>CA!=*1"1;"J9`Z;A%7XA M2.0JI`)\9@Z^G>'.HJ^,=N)'?.K=?MISRS[$.P)*2?;+26"9?*"5*@=GAEO!/1==7YR.GM>VC4:_1XUO6J#C%*<3?+0SX;Y>)V%6D85-Q\;R,K[TQD3$4$Y@E MJMA'\;E3[VS.*9TXG24D%9!_,*KZA"S*]^V_CEC+.#O/LT2%2\E%+R5(%!$_ MK\@B80\UEBC\:>!<%6:0W36PDY2*,4CG4<,ERBX]BID5, M8QOT'V^OGSP-=ZB;%H85Z-\"9*Q]"1]ODHK&DQ7<-5*O.RR$19KY*9DL&*]= MZ)42I.E#/H*6R)+0;>.13.H4L,T/Z^P)@`@I'5#6;'V%GG5E<%*E2K#LS5N\ M_=;7_(^R252K;#)^2H*L)[DQ-@:3=X^!U:;16I.0BP>!F_6II+A M;5_!>)+=2IK)F3+S9=><-4I/*V;;J?(%_CL1U^N-YNC8BK4@FPAX.I8NISN< MM.R6*N1+J>GX+9?2B8A89BL"3V4EX MO;3#[^*CVA`*91PN^D6Z20)D\*&]_)3%$/8`Y.I'#QW5LV0V9F2M9([NXSNN MM%M#5B1FPO,ICVWS$[MCFR).U54829,T[624RQ,_3$WWD72(KP;T3)Y!W7`. M`<`X'@VFS05*K%CN5HD"1-:J4#+V:Q2BB+APG&P4#'N)66D%$&:+AVL1FP:* M*"1),ZA@+X*4QA`!!26,-5NF7M;JD;OO5M7-<=DF.;GR[]7,-TPT5"UVN6H+ MU:@NT;.SN,)%V#[R$7K`QZB+UN`*(M2`(*)`F(@K#\=FDX_Q'V)=_P!B#&E6 MH].I=+VUIK"FUJC-%8Z)K%0C;9L#%0]29Q#=HRBH6,KA&XHH-DTB'*85`*95 M`J2@@RONV,Z1I_6T[81K%\^;=PV@`I.'SEJ@$:@K?IQ-\X2([3.5X9RR$[8R M)?!S$7$0]@*)1!U_`U5F^Q1-4Q3=IV?QT^RU!-8D$)K'<>./"K6>*D7;:-D& M:XY7M=(QX,<@T>'7=A*2C5`6J2@`)S^B1P@1HICY&F;);IV1/"=LQ_%91D<. MV3'=MM+W7\S5ACNOU%]6?^/]'@\$WFV,:Y0L5WAO+V-H1V@U7>/;X[<*G<+' M.NH#3.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`D[*.7:%(;IVUADW^W*5C M?$LU5Y*GF@-Q(:J67,M^K[=1:[RN2:";+5-KM:,A4S^TZGF4YL@-[!(M4VS.2@XB17>($4*V4.DJ M=1$&YZ[S3_.F.>_7!](V5VCTOI&)X&+V/U5Q;?\`8S*U!A,,U&8@,@1DH:ZV MYE,7-0F,KW&66-*^KTC)+(&%TW_[=JYC1>I`OC:JEZ\05/Z8YK$685C5[-6N M.+I[;.(@MLIB,4R+<(K,%1K^:I*RQLMF:1G(*TM8].9B3HMERMY)8QB0Z"0Q MK@$08T_T"Q833C,&R/4COSDO=_:J-W60B=;9I"THM\PXOI$(YN6)W6**RPR5 MDVL*9'2,TR!"R9[7\*:!6C%K.P[1#XS&.$.MX,NY=>;8;&8\VEGTL60ZWAH,?5)H25=F7`YY12-4=++,SB8+FNJ&O72Q1LY5.;TW9Z5 M_P#(6JP%J)3T\.97I-MR/%UN88.&-N4C(*&NTW+&BUH]VJ1TI]N9-(BIQ$Q? M8PB$W=S,LV'`NHVSN;JDNR:VC$.`\LY*K[N3B?YZ-:2])HTY8X]W(0G\G##+ ML6KF.*HJV!VV%9,HD!0HCY`*Y6Q/;5=,2X"L>4\?]P.KF4;?#-ZHI%U5KUZ7 MZ%AIHD_9*U"R3M:PK9N?M8UO#15B._%4QA((MP3]#&,)#!%FE]C]\Q%@K(&S M$9VC8XAL@[`;-46?O50G>NJZ/3)52UY4I.O4#9D+6I8VT+&C&Z\UZ/LJ,"DL M[0:OT56Z;A<5U#JA$#?JYV+5"LV;?#&W>OLCL#M/"62OUS&E/RIJ(*>/X**R M5;OM;"7$M6S/5I''E#M=7K4S).$W4+]G*IQ!5V)1*@Y.0X6JNR2;D,C='VRE MBN3*P2LU?=%5IFPLH2":2%F=SUJQY%/7I8ZMH+-(]U+_`,L_$Q&93%0%0/3P M)/H(00S_`-BW79D%/4W`5;M,&-:F%5HFYP,`O38; M#HV>;CK]F2,J5>4(Q:K-OXQ-R1P4W;9L!?D72_P!Z MB13`4?80'@**S)%PYMJ^UYQ+KS"3"V=GO0S6%7:4,!OMI-G(ZLBT)'+^Q%)- MH'\@V*X*/L1`%%#%\B8Q0"Q1LQEQ/!6%KUE`02!#DUGPA#:Y8+QUAR&<.9#^TH90\ M[-OE_NI&S72P2#VS7RV2;L4T3.I*U7.9?R"YQ*`F4O`.`D3\CHA M#=+>\1U7,JU0;U+&CI<\,1L,@H@WSEC%59NFJZ343:).4RBFJX``,@D8R@#^ MW@0P_'MFJL\C\%)-/*%T?]-^B@SK-([`Z`5FI["[K5VD/'A&;8OV\L]B%A46 M`%1*UBVWZ#G$[L!L5DJ_P"B M44IG/*?\?CNG6?&E$0;4G#&)V,QCS')&->>X_0_A'N0E&L];79OC!50EC324 M.8J:?D)@,=MOQT8UU]W'S_6Y&.GRZ"Q7K?$&+(Y1^X6(NL@X2>%H*'WIS(D5 M4!0IC^$P,?R!?(\#W6N^O0)75R##W[1UJXCUDGB)ZQAZN.CM'":17R#ENK7\ M=N/C<$1]5B&(/L!1*8/H)1$.^OV9=$)4!,OF/44X+&CH19G_`(H36?)MWJ*T MK'I/XLN.SR#2%]2'4^9=(C-)4?4QRJ&`!#+:I` MK3*6"-IM:ML>N?%>8*C@E#7ZY=X.PFQ.)9S*[Z8SI7-L,IP%%R+C& MSXBCJS%$+#6=RV=/XR<:Y87:1K_`"EF M+#5BI%*93$RUK\6[F)51H!&S^9>I+-(]LNW34*8Z@`7P/CV)Y]@!`>RO;-W. M=;<3JQBC+/7?J+89#,"".'<,UW&NQUOM%EN5QH=?K$82%29)UQBG&NI4)%%1 ML0Q#MC"8&PN07,B"P*'[3NWCLGVDQ@WU?VST93T1J[;8+`"3F]FF;/8I.`RB MM8XJ[XQ;3XF9&43CXN/K,M8E$6K<'#I%DB0ATU"$!T'Z"N`\+4'7/"^,L&XN MC$HB@XOI\/4JTT3`/91G'-B@K(NSA_\`/)3+TZKQTJ/U64ZJWBXV0E)')US>P[^BLGDTJ09"!-7Z@R< MOC-T#@#A.41,L7U%$>!"WMHR!=YC#E$T?PLLJEGCL2N+_6VNR;95),^.\,KP M#N=V@S0\,JFN5%ECK";>13:G^,_O.RD:@4ISK$(8&"8,PCC#6[$./,%89J43 M1\8XOJ\74:A6H9FU9-647%MRH@NN5H@W3=RLDO[N7KHQ?F>/%E5U1,HH8PA7 M)Z,F-,;=I/Y#PP+?TG4-Q*6E,.UY!R]=O"/[#GJ64.FB9H1FP8H3#IT@F0BQ MU!*B'L4/4!X$U.\A%,N.NNN6<,F[QG`=P?7K)//D673=MTE\G2,.DO')-T5% M7;D'!'+;:+RK-:[Y*B\*RC^'R(\80J<:^A6M;>V MU^:AD;*L389V9RQA&DIP#G9TF-;_,I0]'OF4CWQ:JURPLHU*/?O MT(9C+.YIXE&D!%%$>!*:=;.DNW3%;OYG`LI#KBS\V!N5P9-J5U$;-:UJBLJT M#V(Z<&2G/5-0?06Y0.4/?YA^,&.\!6'9$V6-E_J1Y'+-N1$TBE#!`_81"2A70.RLV MBH6T[[KETRX5J>`<%[ALNO=WDC!FNN,L545[M(&NID$=KOO[(XYR/K1.75IVG8(?ZCF/68?$-H;8FE'F0)K)7VM<00)GAEA MTJMT+$6P8N=5C!0CB%C%4VJ#5)<+7.XG5_JWAN^;F;F;/;=XLJ&F6V^E+/`% M:H&0Z)6R$R=]%TVFNI2#8M%2R\S*O5?F7,"2!@ M"#FKL;UH82U&Z:\97W+.A%OS?`[/U:Q;;.9NJXNG+<[@S4N%S!0;)CZ6M=,/$)VR!C;/'+1CV1KRL_%3D.C*H-US"B=PT<)D-]?01 M`.!`?N!HK?+^EC[4ANX>&F-IKWA[7V`424!-T5]:<@UHZ\TX<_;+(H$JM>A9 M"P*F%,?8L.8A?0QRJ$";&9]8\;YQPY6\%V92P0M#JMPP7V`.R+6S)6P.9]K2X[W1G&-QB*WK[@AU% MZ$[>V1@ZQSBQRZL%VD(2:@<,2<8R"B<$C*>2J%$OMY^@ M>!<.TW6S'];F[K=J+N-4Z-5&$M-76\6313;V!J%(K4&B^<2MKMD_,8:9,(BL ML$&!U%GAC&322$%#^J?DX![G9-3,D9JT8R+&8`I3C+MZ=RV!LDT^B14U!5J1 MOD7CS.N+,K2L/"3-N?PU?CY>6J=5=?9"^<-T3.13(

WC@(?O5BV@G-V]A* MS;.M[>>G1NV>^W4]G*MY$CJ10;QB3&N-]7EL*JY)MV4LN8YR'Z;3 M)2(PW&_V7BV.>/<>UBXS;]1A=[TXLJ;,S4J2DA6&1CJ$)[>0D]BS=?*%QZOK M9O#:,:4V+RY3\';$Y&D<80=H6_!3K)<X79GO=B6T=B=RP;C#45WKW MUTV'#E9N89@L&7TLMY2DL@XRQ5E"P?VJ:JHL:/6T(^/R@DQ9B\5YRB M50"@$K^]/#^4L_=3FYV'\*T"S91RC>:#5XVGT2G,DY&R6!^VR?191PC&L5%$ M@="SCF"SE4@#[B@B?U`QO!1"&O19K;M7B>O8BL>?]:9C7*$Q_P!=6N^K;5"[ MVFAR%]N]^QWEC-5[M,R[I%/5?/J#!-27\OVR[/'CP/`S8.V_3MP*:+&J;B2 MSI-!PYCF,9UU[TOG3MFV61)4]=A2<,UU$SIIJ)G]!`?`B'M]0SMEV?:@ M.FJ*[1UL+\[EC%218L-(=U$I<$IA0&,85:-'7PKE)PNZ2%L!3``E52,0?`D, M`!@MS[:=*H*+FE%YO8*/612(P<2B^CFZZ+=D95BYD'BAG;G7I!L=:!A&Z[]= M(ZA0212$QQ*7V$`T;T#:X-<(:!5/(#UE/H6K92T6W,9U;7%RD+8FF*W]EFHW M7VON8B8(D]AVL?AMM%/0:"F4J+N3AA`2G#]H@XJZW:G8VJ-DO\`D*TU M^D4:G0S^Q6RWVN780%:K<#%-SNY*8FYJ47;1\9&L6R9CJK+*$(0H>1'@4:,N M[@:&]P-SIN6LZ=MV/MMK M['7W*,)B]G*HPL?/0$>T&53:I-W1DS^P?S0;&FC63]Z*_FW9KL:U;R!'8PMD MALGDS"&=;+@9\WR_O7M76"2MFM&/U9V=AG,)`89A6M).A&,4IV)A;HE(1\2J M@BU.J<+W_`.`<#'+?;(&B5:P7.TR"$57:Q$/IN8D'!@*FV8Q[<[AQOJ=PBL]RMZV.P#7\RU>A9:WTL^5=K)2L%RLU8M M]=)G'^6IK`54S42.EV.*&M/='?E:-FTE#KR3N002<-G2"29RJA;6[SW1&>!M M-%1<.D%A[5.NPC4C-NFLY=*FS_"_(W25%!9RS4*T!54JB!D53&3!(3BFHI:%9N:UCL#&02 M168MBQ4@)W9$_P"@?QXX$!^MK$T@E)9)V,>LH^I5/+,96?\`!N+E\(4[&F0Z M7BES&1;E6P9IN%6\ERL.@_DX1`3QU,1;-XD`4=(N51!K*B9CF1,"R MJ0)*_(8J?Q^JY?C43^%;W3.;XO90#_L$IO8@?7QY`0Y>`<`X!P#@'`.`<`X! MP#@'`.`<`X!P#@'`B=-ZF1![_<\@8YRYEG";K)4Y"VO)$!C=+$SRO7>W0[1C M$*VJ41R9BK(LI&S,U7(:.CGHQCI@BLA&ME03*Z*=P<-56`P;@*L[.WBT? M;^KETB# MU)1S,E8K13"89O)Y>->/V+\K9!`!%RNFL5(IC@<.!4$_&CVLT$QLUW^2S[D+ M`E0@Y#-]99XA=Y!@PK3*U4AC*9:=HV6`I]\/:K'5@F6TXV7=).Y-583'*@=, MIF:B[@,.ZYMG*UAS/7Y$^R&*\_6+)]+@M>W6;:MDNO8Q2<;(8CBJ8WK=4I]A9QZC@@QRS]*;AW\<9M', M4TCF^T>S,U4KYF'M)SYDVK72S:LP45G7+]*R3/0L)C> MVT]"X8BMM.Q>.8I60D';:2B%".HIV11LW720]T>!9)[/IG7/7O4+7[46VR58 MQ5@7,64,0:^3S0M;=K1$#KACM$EYRW$,Z_2X5P:-863&E!4J95F[(C5HXL:` M>">Q`X$6-ZNSCKTN%UZZGU6SK7'I,?[^XQN4J'^.34WA'3S7S*.P5L26CG+.TP^9;5:\JZV52J2E9*[.127KE8Q;E144A^ M8BQWL>X:JBF+OFANP<_$,5 M"C$3BD?8\!6R4CVZR*Q%QCY/[=V0ITS@;T4\E'_4>!`NZ/I"U]`=EB@C'D]. M6OK#Q[@K'\/&O'T^YN65LJZ^5JC5>%A%B*OI61D+/DJXQ,6F9?RH"Z?[A(`* M&X'>U$W,M^LNN6"-;FG55VJN`P_BNI4N6G38=P(Y92]BB(!(]BF49!39P!?F ML-C^Y<"?Z>%'(>WK]0`)&-^SC)C@70AU/=I"*+9)RI\CG%^MR1UC-D#K`B@W M_P"4IEUE%SD]$_0IBF,8/`^//@(T;@[@[#;3ZC[*:\X^ZH^Q.'M^=]?LJXMJ MDKD:I:R5ZJQ%IR'4'M2K;FSKFV>>/&,,SD9LKA\L5%11HW;G."9Q`"\!MF5< MUT;4G6B=S7G65>15-PYCR)E+T^@H:3LLFJNR:QL0#"`@8-L\E)N6F9URDT9- MFZ9CKN%TRAX\^0!0=][_`'`+/*2F&4]/.Q4T,A<,*T/)>6+#K#(8SH&)G&=9 M6L1E<6R,.3K!5;=5&@DN49[*/(A,C@'I?MOG#P)@UK2)-MESM$ZS-QDH.3:* M;.U;LD/6Y12/1;-0PC4J?B""P

*/T6$RDYG*Q5%+(@D1`R!1G7`_(;V*8P M9QJ*P;&_'PSO#,7;>;2:X:[2:\B\-'O&*H*P^6L,N2*&BS(>5&TH MA.@/RF.4R!VHD]3?((E!6&XY3+X9_*$:2K0C-@VNFNLR@LH=1LF\*WT\UJ7) MZ%5)Y3,HI#I@#H/*!CJ?K_2/P+$.X&U>-=*-8,P[89;;660QSA>G*7"PQ]+B MTYZSRJ:CME%Q<3!,3NV;%5]+3$FV;$6<.6[)#Y?F<+I($45*'0U5VSHFX&J6 M*-N,9P=K@*+F:FDN-.@,@,XV&M:3=U(O(B.8S32)E9Z,;N9!^T`$A0=N$SIJ MD,!OW>`!1;KL/J%M[`+2#77G?/+./]"X7(>"S2^$M8LBY%IC[:^VSQFF9I"< M/53/V3LM0Q=%0A:VN*BHKM[=)F*DD`)F5!R&K>T&-MN\4ER[B]E>8:&0N5\Q MY/5?)M+F<=9$I]WQI:Y2F7&K7*D6%)":KDU%3<2H!F[@A5/B,0X@'MXX'QM5 MLY2]1L0NLQWNIY.O40G;Z!0XVH8FM'C)]/2,Q:K M`T:D10,90!6]O7U*80")U&[3\=VK+6(L0VW53?7!DGF^[GQQ0;AGG6&W/!\8JF8K1=ZZ)9,2YN@019LUGS)TN0YGP$7.C\GVR1Q6 M.0Y4_0X;N[P0./4-V*@GZ^W_`!2RO_N$Q0]?X!;Y/J4Z8^?3SX#SX$?U`0\@ M(**V>UTZXL)ZT:I_P.CNL9\CSV%\<[.Y><1>%:$A>Y7'..6..I-M523'\`G) M1ULV5V,L%2H+5R8Z:SC^3`1)I?IX+^T/]/IP.[P#@1#V- MC"Y@N.+-=&RTB6.D+'!9ARNHP'T;(8UQQ/(2T/`2ZA@`!1R#?(]HR32(8%3M MVCM0/HB/`UIV1Y.O];P5$X-P=.MZ_L;N+>8K6'"TV=-VZ6I#F],)1[DW,(LH MTX2/VF%,.PT]9"KE#X22#%FBH8/N"`8);83P_0]>L/8RP=C&)2@<>8CHU:Q_ M4(L@)%%K`56);1+$SDZ2:*:SU=%K\KA7U`5ESG4-]3#P$H]@UM2SA-X;THJ< MX#._=KN1G]`O,A&"HWL-7ZZ<"Q,S8==;N11:+>CF28J M[*5&-^Q11(9-R\5(\D$7!4D3%4\H`;R!2FX#K.!#?L"K^0K/I_FB)Q?1K%E* MV_QE8E!Q94YAI`V+*55K][JT_D'&,5)R$Q`L$W.1,?QDI#?$NZ(BY*]%$Y5" MJ"D<,!TGQY98V8R+F;_$5KUFK>:U7[VSZVVB2C$FE;R74KYB.:\W82RKBR!8=EN!-< M]7+A8YNKAC:Z:[XS5KTY8Y&LLF,RI,N)_(63;;+3:BZ[1-,L8HR9>PN43D$+ M1O8'OU3=9*_D3%5:A\OO-I)_`=RNN!'%3U'V*V$H(WI:,M,-C@MEG,/8TN4" MW*G>(POW<>Y=H.4V8_*<@)K)F4"H!^*AO/BO5VB;YCGRO;#.[Q?LQ8R=R4)B MG5;/^9DT)V/990=Q]&;!4J5([(:VEP5;)W.V-,?2U3KN-L>XJBEVNP61 MZC.U.?3>QCK#DCJ'P4[VSTP["6.\FF6D]?Q[ MC"\V#6;+DYV3;1==<4&*>KHHF29BPD/E53*10!"&^Y_9W# M7BS:)'AM*>SJ)85_>[%=FD_[BTPRW1T[%'M<89G;(0\*E++1/]S302[YNX+$ MJ%$RB3558"&,@0!!G.)NQRI9=R?4\7L-3.PNB+VU\9@E>LLZ6Y@QOC&`/_#/ M)A)>V7:R1;:.K[-<[,69%5@`OWJB:9O!3@?@2\SIE:)P5A?*^:)V.D9>'Q3C MNXY"DHB(,W++2S2H5]_/+QD8=V=-H1^_(Q%)(RIBI%.B^V5< MH6([I8IG6W\@*7_SEE+)%]:V+4.R6NLX2L&(\B6V:F,=L4G4#G.<)"5+:E6!U!)KXEJM^3Q+7AIK(?&D5#HVG*++%$7/) MXY/4B,6L!'(0)F>-8U^LF1!H$<_(E$+II`B<4DB%#'MH-S:V?3&5Q-+ZO_DJ M51:Y8,F<4P=BRGF?+M:Q/-Y-E,=*PB=7G:O*RU148=C9Y/8.'G'Y&3G[0$I"E@K["V\',$LZ+O7V?Y#IU%OM?Z>D25J_5&O6 MZ+-*=@V!F4LR966'1FF!92-+1'!$2`V<)@84UE5BBH'LB`@<"!F'_*_M;4$(QPQ*.UB?$'N0GQ%.;SX,!!X&L0U)O%;$52R7".AOO&(/H"KQ51E$E%B*ID^_9)I+")!`4@;%O[?(_ M6_L&Z@SU/%&0\D0-!QWO9'5+"V`<>5>VY'D&\9AC%E6B&5=2L-[H<=`5:O0# ME45_ZBB1S)MTQ`H>#D#S]+Y)H?HDSG9V>/7L(,O2^TJV.,8SK=*.L;1Y)9]V MMDU:9;R4Z05%*UI^X,9(6#HRI70'!)43%*H(;IUQD8F?VKZ]+?Z(LIBV=/5[ M?)-C'`[]>-4R%I!+?`LND8".D(M:8'P)B>"J+B)!#V.`@F7L/SG;L<2GY)6+ M&.!>J_A>Y=>,QBW)&S6Q&?:,/AGJ+2R9!5F&SELFK`51S(Q"3.)L.86T-07, MLV2.Y14QZLB!RHK*+$#QD>Y3##-1)1_^1AA.82;MWA5P@.KFTN&3YU&-T%I- M5-XPF9I,C=NB\1."9%O8AS@)E#D,4H!%W,V^&--IMKNI2N5'MH:;G_PW9Y@N MQ+XRC=)3:_QS$C:#N3.-M33($A3T'SI91W)$A$(Q-R=.34F%%?*9V)3I!9$[ MO6YW745V(H$,I.!DNZ7>)UD;PY_S;KMM1M%L9&=?U>EL2U# M'%%U7J2_]I[.V*/+#Y&MN2LR918UA;)+.G0]G>,HB+JD*Z8'$T&M(O/D56;( MHA>=:&0.T:G;&,=L=NB9N(_K]>!V.!TY M&08Q,>^E9-TBQC8QFZD)!ZY."3=FQ9('!";1R M1R9DBM90V,RW45Z1.9UR3)RN.*O(K)+S->U^JK5M7,1,I8$FZ!6CV=:MWU@. MD'GP,T`F\'$P<#5FN?V^U.X69-P7`H26+\")6C3_`%;6#[E5G)R,9-L'FT^7 M8LZAS1SA.R9"A&-/8NVP&\M*BZ$#B1T8O`G#F&1D`K+2I0;HS.Q9&F&=(BG2 M::BRK!K(D7=6>8(1(04(:&J+%\X34\@4K@B8")?;SP$I]8E47VNWOW=[1'*K M1UAQJZ4T%T:1:+K.8L^"]>;&M$90R#`!Y,P/"9"S%#/58UV@8YEFA%2&$A2^ M#A#+II6D('ON_('J/NNE&2M[QG;SM$3@HP%^I,V=TBX5.=LDH#P[*T^Q2@(% M*"BA?ZGJ!^`QCOM6(UU&P(]\K_.R[&.OIVT(BZ5:$5.9] M]6X-W),HL$8MNY>%1=ND2%54`")HI"9111),IU2!KO5O(6=;P,HKF1K+MRJU MR!EHQ-_@R*Q"@S>/571'S8KB-V/SX$LHH4A3II`=)--(`.1RY*`J7M/15,[ZV'12H?!'= MJ6K3UZHJ10QT6A*[EM$RK9KQW=]>#:^-^T.GP^'<:5_(3.T[02#)M;:E$KY3S15XJ==Q>,82QN*\Y3C* MZK'C+1B2K520=IN'AV#0+6NR>X]@UVM\54XS2S=;8QO+036:3M^MV.<:76GL M7#F0?,3UZ6?6O,5#E(V=:$8_<*E49@U!NLD)5S'.)`!1^M>9+%K=M=NUF:@= M.^]^.,8[$U[6UQ!5?'.#-=:_,V7)M"-G)WE6Y6V&A=A6%<;R-C=9&A__`+15 M<*O7ZQ7!W)@(A[%!V>+=A+#DS%V0OX]A9+49O6@=8 M?8)#Y`S+3#4*O#?JCK9"UF#L$G-PS>.=S\DALE.BM'EDCI%("#5R#HP^`\)^ MZI0WC;.T?)^$\!C6;>'7D%IV/3B=II-[. MPA'I2D<'BVSK[8%!\%,.$"Y'TDZ_HB_P!VPYE38?867;FS5G'&.!(R M%MF3+SGC/5P;V?)#"JH6BP5&)D8FE3]O4:)KN'K8K:NPQ3%)X2*D(0[REFS: M3=#*6EU*==:>ZNNK'%FZF'\\V?(^5)K6W_'$;CRCQ60V,R>P/L>YVNUA_DU_ MY``3C48U8YE#(^ZA4UB&.$S>P;L^PYUTO<#P&1<2;)9MN^R4_=:UBG'FL>+V MN5KQ-RE!AXJ>L*1J\K9ZZ]4*C&2Z:I"M2NE1336.)"D2,8`1MV+_`)!R#C5C M.-1HW7EV:8UM-RQ/DRA0=FV!U7=8IHE=L%]HUKKD/:+3,R%CES%@:Q%MIJ64 M1;@#E8\2``()%<'3#/M,NWN@:AZD]&&LMHI=?F['M_AG">.&3M]D6Q@Q_MOV+S=1,H]>FJ6&-KMK!!9PT(W=JN#?X2OQ^Q., M\W:8:ZVRY24M8HY?#&&:ID+6_&=VN4O&@26G"9!R6ZM=\EG[+L28M'2[4N<;X^QQC^BNK"IOS?6[AX>IUR*KSN058!HZ8 MI57(,OF]"*'*40.`&-^P3!L]+*_:$X*<@Z4:@QR@MU3HKN=^LD/6Y7!#@5-% M=)KHFDMZK$\F]B"/K^@_4?H$>-H:KVI[5:S9QUI=ZS:,8X-G+#M^Q;+7V3W( MS1?(:!3O]<*4>Y.(Y^HT7;EFBUJL M-8^05$#*E)*OD!,4%5B@#Q-P$SJ=MW3D)"L@^"N]C*ZJJJ"_WQFXX,QRW40: M/!+]F1,SE=$ZB'G[A4"`H4/C15X&EM36[F)Z:=S(I\U"#_@)_MWBTWM>33CA M.TLCI-8[B+<%3:-FLX#8K87('$5_B,0P!]N7V M!AGLFL5+[>.*LD\0` MW@_Q%(8""(@407]U',X_*'6GU.:I*PP.QSEC^4S;GPK!0DBRC-?M=,F3DI5H M.;4<*F7;1^5,KO8)B"/@Q'+9282#V!-0P@SJ$T-W7Q!D;8.P:S;]8]QSCC8' M82][&2=`R/IJPRU-UBUY&:032QQ,=>VN?J`>1A$?X!$S,JL:FHB`>IS*!Y$0 MV7&:^=GC2;92$CV0X7EXAH5,[BOGZ_XQ@E++$CUFYTGDDUV;%^U:*OE0<"#< MQ%0^,A`/Z^X'#IFUZ[2UVSYJKV3X,9F=$E?MY&-Z]682,8H[>K.HT6A9+:>0 MBUDXA!4K8`<-E1612`5!%4QE.!!3[.'8"D9XV$WGK6Q4?K1>(O/>(L'4 M+3VMX9?Y.V.4:RF#N9$R#F9JQ403;INC"*RPK_`&Z"B7`B MWV M:4HRK6DX^9XQJ%!PACQHB_=JN5BQ.,*U'O),ZH"JZLLK*+*>5%C<"+_8)F?6 MOL%G=K.O:N[(Z.:?X8Q)(XRCMDM@,Q*8WFR9_N$P3+Z+>Z M)2I'^4O@WDH`4?/T#QP.QP-&YD1/L8,U65#P]1*]0ZV5S\)G[QI`L$FBTQ+JMTD$74Y//2JOGZQ2%^=XX54\`) MN`M3LESQD&`QOE.'PT!51ZT,I8_Q1^19W1)WN3DJ]_EW)N( M<-X^DU*E<9:OV+)TPQ=VF.I;FZQK&3K%6L,E"P3Y=DQDEF8R+=BN9J(@T7(` M-:_($1;FT;QR[="Y*WC-[]"7RYVC9===-$-H,>-%CIJLUVS]FH"3LWHHW.1< M3^J93%]_(`\'@:WS&BBXQ%E-!P\D8Y!7'5V36D(@%QE6*9JU)@=W&E:M7S@[ M]L7]Z)2(+&,H``"9Q'U$%K=7;^\.:/3E[1J6OCA62P=CLDQL-(8(J>K5CM4M M%1K(?\7VW"[^TRV4'$G7WDD\?%G09Q]>?&`<`X!P#@'`.` M<`X!P#@'`.`<`X!P#@'`.`O-4HIF^U[1=25C(G M!83KIK'OK!4J()(K`)T4W@K']_4GQ)G\F#Z<"KEV18F5T'[?XO:7(>#C8NU< MRKNSU^VO`L)\GJ7V@.A>(/5$6C;07,BCG[ED\48'C3',W(R+(* M/4C)@7YO0I@_J&)Y+Y#PY_\`(EU,J4?$R5PU7[-:Q6'UZ;[8YEC:-@RK8=>4K5.6U2K6&H]C67X6D4'6/=K!U9QO6(C/4G<-G=?%L0T^[P MLT@>(QVSILVXM\JO*NIE[+'DVOJU4:O&,:X4(J'QD$P1J[H.Q6A8)MV,]4[O M@/:O)5(.RK.XFQMAPEB5K>8!75O7^XJVFX5]LY=V6"^_.ODNNU9E;/;X&$/4 MY=P[=.B`)2&#'*Y^27A&\(V.0QYUV=K>08&KDQPZEK!4]5J^^C6\7EQJB[QK M*J@XRLT=MF5\2?-!AA633-)E=%,B!@`>!,B,[B\"S6A4WOG%8DS^YC*WDIQB M"P:U+5JF1^TL/DIGFIU@YY2'V-Y"]MHM"U-[#'N7@L#2@.!8MEC`7Y$E$R@G M.T]D,/V-]G?3.[QUJGNG@ICAS:;<.N6R=V5Q!'4"GOK/`ZZ3\!>Z7#OH:Z6Q M*1N=%>MSI2"2R;?^/6]T_<52K)D"8_;DPLVPZ6TV*4%7J==UCZY]R=H)M)JB MJM!N;_DG%.2L`:VQ\JNVD&RQY..K,'DR<20]B?1\@H7Z@`@$6-%^J3&&Z6EO M35M!<,LR./[%KEK51T:[2I>L8XR]%N$4LD1F2XN;K4WDAK-2]#EB/J\U3CUX M\XF81IR-2IA\?C@31Z/^HRU]3$AN*\R#L70LT)[#W2C2D"]@HJ6@Y5G`8W<9 M'(PL5\>V*=E1GUE1^$+U.5B M]Y&WXK&%L:WJDV/[%W6)*VP3F)A[A%2->DR3A'S:5*]=-'+)1/T:HG4$Q?8I M@"QPK&J:#]=DHRJJ-6FWFG^GTXYABA$+5JHV&5P?B!Z_0X^_`B[AZP]RV6,4XLRD:^=95<3R3CJG7\\`.$-J)9:%&Y5 MB+L2,1_)FV&B0?#%FDQ0.N+9#YOA]P33^3T3#:!:[W$";P?,'6H0@E.'L77# M:)0Q3?`42&]#;4)@K(QBXE*^-$E\Q9`UPZH<[9Y!EZQC4V8\S;69*R3DG[ M$!*@=-"L2#X\8Q,"!SE91+<#G^4PE$'M=E6Q.']8-S^JC*6>KQ"8MQ:RR%MM M%3>1K4A(IUB&DYS6R4AZ["R,TU*+*&QC.5.50%`CINH0&BB@IJ%^,0")_9GL)C3!M\_(;PKEV< MF:-=-MM3==4M8H->BVV7'-\LWU?OE"F&5(F("NR,:\6:6J-)%N4W;A(K9\Y0S.OG[%5GS#(,\A04,PE(JSWK'U$@IJ.A: MQ7(9DM$1D##UT'JY%@47;G0.(G2]`]0WI^+MBNTO>O\`QOM+D:-)'3N0,<06 M!L110J`X&N:^X(R!E%=C\1S"51LZN^8[U;)5P42$$[3[`ODQ$4Q`(,;#;:]Q M5WVQ[`*;K1V-X`Q9$X8W,QGJ[@?6*U8KQ)DB:M.962CZU" M9">/9)R\!XNT;0#DKA1L1!PNF#=6R.:RO]NM)M5I!.GL=%I&%`YS()JK']C@*8 M>"@%6?M4[#.TO5N=PACS.6W>1LC;,XZRI`Y&NM1LNJN$*WA&CVW%]NLJ&KF8 ML1W*N4QVRS74\E5[^6L;1N^+\D=+($^5JC(,O1L#@GF#>X/9;8'6[;;7?897 ML^U7T\SU#WK&\/LA6,9:9*Y:R>M2+-$Y-M6+;)6L=0KJ;Q7CY9=G!14X^9&! M]+O)1-JVT+[)=G>3=>C<>4E5^ZL5+BU(Q%1,OQ,722:WS*)+K))@Q7\@BRIWG# M%]PQ22D:Y9?:V;6KQ]N(Z^U>X^PK0\31F6-I[@158PLF,=+0L/2:']ZJ4I!5 MO+AN14IP.0X44M).J!OM-K-G_:FVY`80,)K#'5Z,N6M@P-ZE-C)FJW1MC211 MSI4:L242_B*C'4O)X2T6_+'OXIPI'!_VJZ"H&$'>;M_C:]9LD$@+$LX9IK M`Y\K)I%5^3Q]>!8`X$0]^*?&W[3C8:HR]UK^.8N:QW(HO[Q:PF1KM;:MW+-Z MM(R_]NE-/`T(5MZB+,!<@)@%/]WC@=/7^5U0DLA6Y'"%:F8:]IIV:0M3B2QC MF.D(K"[LS8+,N$CD*KP4`]>OK(H0Z@-E#KKF`RA0,F0Y@"9'`.`<`X!P#@'` M.`<`X!P#@'`.`<`X!P#@'`.`NC*+%B7M-T[E%;"_C'RFG&[T6U@DGB#:.LJ8 M9-TU>K)O6SL"#).8DI/N$2M#*.$0`YU2E1'V$&+\!.7=?5)S(&OVL^.JNO`I M6F^]@>H==K:-IM-^I%=>S']\O)ANUE;ABN3A-Y%N\31.F8 M0`Q3!5OR)DS?B?V&ZKXS;;9W!%A88\[FJ51H[6I=/($KM%K]/UR^N*@->LN5 M+U!1UPRYB^:@6:KR$LK]J\//(R#5P$DLF4$6X?H.\#\ZKNGULA\%=\N')&W2 M=KO>*MO*M3O%$XJ+D MQ;N$V_W(+O0AEEBRT`.D&P5C'^;*WM5?=A]FJB[L<%B[5UO7YK72Z8XUZQ.I M`8\G9.;G8".J,7!P>)8UNC:*I#G&WH++B^6>G!80#K:H99RL^MW4<,;F+LJL M62J9#[-7.U53%SN^C+[%RN*LN.Y+%V#<63.3;6I1+(9Y%0,HRLPM@G8N&9&^ MT*T.J9P<@--ZKWDEFG3;\@+9.XR64G.:J-KCG?6Z,H&9;C=\A9'HT47#5]LM M\L-S?9.E)JL0]^S%>8!JG:8>(,SA6\C4R^C)JW.@*@0$W%R9F_\`S?TZ8%K4 M_?'&)MK=&^EVFY42B9S+]#H\'9(W*YI^E&AI",MQJ:E9W]=A$P*O,(3;MJ@5 M5=L"*Z7R$#2.Q\+%XHSUVP;:8;U^4SE5<3]C.*BWB(:4RX5/2G$3.KY9L$Q( MP-OH5EL=1+L%D*2N22U/>1BM>F%\&6'9CK$ZBM>+U M&YAB\D.M3U)U1WW]KJ.F*,XT!Z_E;'+N"ID:%9**A66[*\`43`>TV\.I^M M%3S-.8?U3R'"KUM(K^RY'EL9U".H%5B9U>3LD:[A'Z5)>Y@NC%"2

'ADG M$:DW42.H8ZX3MQ'T_;C9ZUV99.QYUV:]YRK>7:Q*-Z-LVOO%>8NX1LQ>'3B( M:OV^*T=@Z_2WLYC6S/#M&T=/QPK"=F0LD94Y53<#@RITCML*YFS_`"F;\?;< MXIQ%2]>LI9IHN,-7YE':.Z:C6.(-,0FJ-EV!L54>3;;^W;VRH5OGY$8!=P:+ M+'I)+N8UJZ(H4+\VL%!C-E^I;`6*[)(R45#YYZ]\:XYGYAH]+/R[&.R5KO$5 M:5F&DC,N9@)F02;S"CA-9VJY%PIX,L)Q,;R$=<=Z*]JN*J51\>53M\J#ZJ4" MJ5FDP+>U]=F+922+7ZHQC8B+!Y*QV:(9S(200\:5%5=3ZK&.900`X@)0SUOJ M7VM)MT45^WBLN%$VQ5%'?_CNPRDY6E`9_;'*J!,H_:?P1G"JC@K1<1Y4[8K!-47*=#M6,KHRKFE6NU3?NJ7<8![69\8 MZ6^ZF'<59G\.^4*=\01;I*JG40:(#\0(A`;NY;O8/0L^G>/+1-L/X_"S_8+( M49&JMU5"B0JQ"2RB93D0%/@89NL*; M3.-/NJ]V6*^1=/XR1V?[^1BF#A!-;PVE':ZJ1T0#Y0\F-ZF*L4 M0!KU;[5,492J36^XPU/WQS%05IZSQ<7<*3JK/2T$_<4ZRS%*G).%/+R\4\DV MK6>B'38!:HJ.!]#_`-,`*IZAZ"_9FY:E9D:=='9Z\(NJ=,2M-7H1L5HD5HLZ M(NX+(908`FDJ9($@*7RH"IP`Q2_40#5K?N6J3NT6ZDQO7GVES%XH1*:-UJE? MU-C9^9JQ+VVE)6KEGU(;)SV,C%'\%'_R'PJN2K)MG*7L0JIC)E#VE.V>9`[X MC?JZ[970,9G^*,<-48EL#A!8XD82S/[[)S4'<>Z]#'4,E[_:)`'S_&H8J8@J M7MB[;J1>M5MDM=+QJ3O1KGD/.^M>?<4X.>Y]PW&T2HVNVR,%$$N3Y":A[I9E M@/2*#)IS;E($P<$B/O!,D8O@P`RK\=8RINES0_YD&CWA$",5%E&ITD,S M9*10<)?.1-5'[I$A512$H`B8XI@'@H<#`NKO%M'2[#^[?)CZBU57(S'=BF5J M)O[^#CG=^CJK,:S8?L3NNL+.XCB2\?5G[J1(Y*S06*@H8WDX']"'$'%Y_;G> M8'S8T23^91UB/)#=-+P0WRG7ILRD1/U4`4S>YC>/!@$H^?K].`J_I?MJ4'TC M:$2DF[)6?;6RNQ?\F[4*BA$,6)YQ-[9G#@#JI-6<778U>5.HH8I$TD1$WI_M M`%?;00+V5T8UUV^E8S^/LVZG8O#>S^LDIB;)#.*I=@KU>H\CBV1Q9%M1PFFWN<0PJ=59J.S`DSF$I M5%)G\!5_8/E^0'L177AV+NJ]"F:]X>S+`XL8Y9O\&K>ECI!%JLUCSJ,C_'BL M6[U-$&A0;K%$!*!U/852J#P/-O\`H9V(-V24(R[K=IY.5R!*Q532:?\`&K29 MFA&P3A9LO=9M$66'XMXS<1M48O5$%FRR:A'1TB^#&/YX&B=O];^PW5[!Z4O1 M.XS:FY7:S2^--?\`7_&`:X:2-7EKS!DNT1%,IR,M84\)(.O[;@VBZ\O,K$!) MVTA(QZY*N8Z8%,&V,4=3&\.$JW7,>XS[J]F*OC&LQTPFPJ:.LNI,U(_S=AFW MUJGIMS;K9CZQS4JXF+5-2#YRK(_?2+A1U_5>',4QU`BEN_@'?37?&]YR-;.Y MS:+(B>(JNSR'7:@SU1TWCU+?G.RW*"I&J^,H91#&[>/=V&Z93>"D"*I%@*)& MZP)HCZJB&_,`=2783BW$S&")W.;#4&Y6T\MD7)D34,!:Q6VNES5D=\M<"(D:H?$V1#D M8:UZ<1BSI4'3CYQ;KM\5#]LBI&*E2(FJ5R5-P7YQ]@]4B`J[JJUXF*C^0UVO M1N?KXGM5D[%>%-9'L!GO+.-<4Q&3%GD]3:"XC9:*;8]AXVKT]Y&0""<6JO'L MF#N11:HK+E*?W]P:?^0,9BRZZ7MD>-F[]>F;5:.VR,BU5UFJ\Q(QFV^'TR0[ M!V1)9NT>2C1TL@"S@/@13.IO4Y0'P/`V5P#@'`.`<`X!P#@'`.`< M`X!P#@'`.`<`X!P#@'`6QGE-,W:#UW'2;?.[)@#L"^=8Z15",HH5=30561.J M!BMG"LD+9(3)^JIDS&*(B3R'`9/P$V=X>0VN%M5,-9Y7@Z_8W."=X]/\HQ41 M:)ZP56"=RD-E>/C6R@B0&ZIS$(8*M^7Y78G+6 MQ_6+L5MUH6ABVZV/N:PK57>_V2\IK!+Y@@&5RM_^/<5XHPM<\9X_RCC'6V/I MT6SDX47",?#NYB.6?':KNI-RY,%_-?(=`:H*.75YI[9LC[_,X7LT*B@E\7R? M)\BJCTJ9/C^(WMY$/'J/G]!X%9_OBQ9J%:[MH1MU#S>.WVR=*WYTRPXYR0VR MI!OSU+!EHR=*KVM%[4[#:'^/8YDP>28/RR:L,NY0=$1.H8R)/V`G7MCZU9'6 M'5^XNM"=LXO9ZJ7+;-YN'DFDV7+</8\7.BC,V.MB\CVR1J6M6:-H+)B">SH> MQTMOG6S8RA,@K8EQ^6'L2#+%,CD[+5Q)"NX=1@FVE6HII.U7'JN0P/GP9K_2 M-(NGCLEP/DGL>PEM+?\`-^*MKS7+D>SO+`K. M9`*\D!=.ET#.W#DZ@($,=0QP7Y`88P'F&:ZW\ZY@Q11=EH+''7YUN?XPKC3L MVP7A4V),UXO9S5\MK/).(LDWBNOKK-+C.1!%7::9/6(%W'E:"=,GL&B]`:9J M7MMJ#W^4C:S+JV`['E_>W)V4K+4:%M%191RZ"BVQYFNNQ&(FMA=16-+U*+6V M%E(A&QMF1FMA0,W$0*5FU%,-ES&1;YBK"O5;$&SK7KQLE=-M-_9:JV"][+8C MSQEZG-]P<'Y6QYA#(F<[M37\3!EGH*(RDSFIEZ"D5',3LP;&6(<4_4&C:V]E M&=J[JIB2"P>[Z=<08LQW4[+A_&;;8SL)N-`M#BK88NU@P1CRW35'1P2FM$1] MO/CH[P$#22RKPKQ/U<)JE4*8%#[:X4R?;LZ=AN]3G<_IJBK/L3U^9;P5.X$P M)M%<;G-EJ5FK$/\`RV4:NK$4ZNOKQE"6E:.BY0*NT^-ZLH'N/LV34,$O^L;L MGNT+IKK]C:A7[IHQ#2,31SBOS+#8S8Z?P1E%MDJM2SMN,G8L;4NEOJQ,V.PI M?)(*V!%\<)IX*SQ1-)T51/@9/1>P;/5\UJVTS;:=BND:N26V=8RE-R]6F-NL M@UW)[.H0..5\08]BXN'DHA===.7K%?2DX9J[09N51F0.H!!5%-(&Y=5^Z&G% M!ZV-!J)=MO\`6BOW*LZD8"KT]`6C97$#BPQQ9E`341 M`OEMX^(0`2#P)H1W9CUSRQ?:/WQT\7+\*[@!'9'$"(&0;S,A7EE2?/;TO?)TA\?00$05)1^T_8#/)+S>\/;J=)]+Q>RR]ENB4V'RC>\M360TZS MC[)LW2*_+6->-RM1867D[G"12$FS-&-@CW:#]%1FLY1#W,'8BNP;;.W,8D83 MLI_'TFH^R3[B`:2$#9LLRJSLC%)LYGVT3%EVF2_F).)C7A%%4R.4@`%4P,9, M3E-P*TM\[O*7LJ?OF ML/7)3:NPR//-\>W&W2.-,\V&YW"5KU8G9;Y[4RIL!:XY624C%!4014!([,54 M'*B@3^HEVZT,)UUQC#$/Y)MAQ=C^/F+K)5VB5S8[KO?051H8C4\@=5%3R7?,C5_\E7.S M2VY1)6T,B.E]O-1#QMIE:56VL%79E9M(:\*0,2O'U9HBR!1@FU3![4UMMUABB@W??DO;/_*Q:.E&Z\+L)K,03`"[1RD9X>O:G&3DG#=:-_8FM M\BBJ:ITQ*=-42F!6FT6S'7+:'>S4X][9;]M=8,2=C\/(UO%-#:I2%3H,&W8J@/AFFO:D2(G3*@^2`&`=$_2`HW5;F^41+ZK*`Q3)/?OTV26/[C$(]@F&!<3U2L< M2S"-&\.GI7$E$NV*`D)&U8[QNK\K@HE-^P0_W`(>/(!7EUS[1=$H3IETJTXM M.VU2H]N?XSK>%M@T5(_("%@Q#A[(^3;&WV$MCD\35W#E=^YPK%2-4@!B%'3Q M24N+1TF4J"1E>!,3M>[B>I_..L^MV.=>-M<>W";Q-O%I1D:/J-;J>2EEX3'N M%,PU^4N,V5!_58U`D'4*#'O'9U%#J$5;M_1,#*'(8`:>Y_)!Z8FS0'W_`#*; M.6HIBL99C@S9-X1)+Y8Y$JJXM\/'^W26-)$%,ZGJ50B:ABB()F$`^I3\COIO MBT_K5[K,JI@O-%*D*[)MK2_@6UA9KY#H]2 M<$>T5C9SSXI((J+N#M&R:/O\IBB%I.T:=X\D]'+/H=49*7HF,IK6>?UCAIV. M!*2L5=J\UCEYCHEB`[X03F+"W:.Q>+*.#>7CL3'5,(J&-P$HY^ZDM\<"Z<]? MN,^KO;:C8[V+THIN4*J\%D+"^8RQMNR(#J/+0\O_P`:LQR)2X5Y M&LCD.5L@F=51Z=9(#+`GS$G39O)WQXT5RMV*=ELI/FUJSGF/">";/C#"^+;I MA?)]5K#RO0=NRQBRYUA[B%]:(&P7ZLNHS[V0AP%+7+Y#W M.'`BA#L%-F][GM[,_2?X6T083^/*HP052=1=GVWR;7X9>_VI15!95NNXP9B. M33KK8IB@=M*VR83-X6;`!`81)R3&&C9"8E'*;.-BF+N2D7BPB"31BQ;J.G;E M40`1!-!ND8QOH/T#@)>9'D]KMY<18N<"JZI&N2D?OQLDD[9O"?;Y8R'#R].T M3P:N[27!DFYQ]CY.6N.K MG">]RKE5$6AR@@W3U@`J+I-10KQ-NHY63,"J8&*"I"$,`>X"`,.X"[>R,Z"- M"U:=.0;F2;=B.A90*O\`=&/\S_9&CQ+4S9-NV72.NFZD"&'YS(I$3*8_O[E( M0X4\-Y=0ZM<]QZ/JCEO$>?M@YK`797K;;]FM@YC:?+5ZPE>=5MQK^2-Q%4[S M1LNYI7G*7GANQMB=9<-Z3%+&78Q)Y!!XBD\.S2#'NUKHJU@T[BH9$/!`?A<95,0^--+^JE*6IXDN/JD` M^3@8?81-_N,81#!V_1MT\R65%J4PZ[\$%BZ73$Y2;D/X"7.S=2MK=NFL/$+N M33IE5Y!A%LG+L15$QR`N@8@@)"B4('[4])VB5M[(NO#"6!L"X%PW0JM`YIV; MV8I%#PK#+3-]QOC9S0J93*W>[9+/GL4I0,C7&\GA%X12.,O)-BR#LBX*L$3( M@V$G1QU!D415#KKU6$R#A=R0#XNA5$S*.0`%"K)*$,DY;E\?TTE"F22_]A2\ M#V$^E7J03_V]LX:X:]WO63"V?;EK=BO%4GBG"4A2:]8ZWD&5>E6J=< M@YF8E,O1\387>87;O"&MN.Y:/)%*-I2*7JU+N5ID(]P*+4STS!S\2 MBA`,`,YBNGKJFA5T7,=US:7)N&YW!TEE]<<5OE"_=-G#19,3/JRY$["JXZP=1<@N]=L1JS\/9,LRBFGD4M++I.9-1AK3AEL M=\X06!R@JY,G3"BJ=%P4#D$?]IP`0\"`<#J$ZT^NA-1NL30C3(JS1R=XU6#6 M+"ORMW:GQ^SE%3^RO=-<01*'L`^0`H`'Z<"(V].H^F5.Q-?)"MZ4:I.,M9B5 MJNLV(W"FM6(I"0ELJYVLT7786Q/"JU0`?1>.3//[D=J+"4$6<.\5$Y03\\"7 MV*NNW2C$N-Z-C:&U?P#,,J11J90RS]BPOC*4L]D84B$BH2+D[3,+U87,U,+I MPR*ZRRHF$RX>X>!`/`:KD=(]4D]J:,R;ZO:PDHQ=>C)+2R6L^O"4PJHFNXDB89 MQLG)**H"!TEEGA:V#HZB)C@)3&,(E$?I^O`]$<"ZR-$WJ@X8P2V20]0D3CCK M'Z*:/R"4"?>F_ARE3]S-R^/D\>1('_X/T#^DUNUF?-$#)X$P4\8D1(BV,3%M M`<-"-V[@[A-)`2P1T2HH._8X%+^TJGDP>#?7@:[SU1=;,?4&Q7^_XNQ3&4:B MQK[*U^F75`I1@3@L7-_[J*!Q=1!A<.UI%L@FD4/ZA@.QV3FDG3JBDYJ=[S<_4LKRC,T8N/&.9-L;U=TPJJ8MA M$BS>(`PG/[F,8)CFQ;B_^N8^.:%Y*\X[L[*YN>U''1,8ROJ/U-X$.^?(N'4"G:J7K&B)!,U9J-SV>K MIE$Z[@S1DT.D9\`"99TW%)),0\F4()2AY+X`.M(9CPG&MWS;MF[D[ MUX[NM52(DUCD_NW7SJJR0>$F:8_(S7N1ZI=G;3U[4&`W0QS?\(LMWX2=VNIR*N0HV MF3>#H_"V96RJ&4X9W!0T?;\>GOKR%3<1KDKQLY642$S=4I1\`T"F]\_1U4*/ M&P=$W>UZIM$I$?"5J`J4!7[958R`AT6**4+#5BFM:/'*(P\8Q(1($F#06[(I M/C."8E$H!C=I_)#Z;VM7/R%^JK!.NUI0PEN)B7,N8*[C64>X]JL M,PNSYO;KZX1(#>5M+F-KBJ$1&J6&3-,3ONX*Y;QZ3Q4`$Z?@0EEU1[3Z'Y(P M[7M?=6-M<2;+Y4H%4<9!SG*4EV=C:+ED&YSP2^6LR3%:D(^)F$VEWRE9G+H[ M@Z2@)'?)(G4$WJ)@F/MOD^EXOQ'9)[(DPI7\?0D%/7[)DV")U6[#%V,V(7&Z MLW(E$//]W-F"-?22+[+.%IQ'?*%KX;*6;X6!BO`7E.)JB.PL!C%*L9%7R)&UJ4Q_!J0K MVFR;5M#3.`Y?@'`.`<`X!P#@'`.`<`X!P#@' M`.`<#Y*42@("I`'P'GZ^`^HB/UX'UP#@'`.`<` MX"S]CXR7>=F?67(1ZA4X^(QWORK.@+])J9=B\I6"F;1`K0ZR:LF`2JJ"@ID* MI\?H"@@`$`P`S#@+'[57)6.'=:GOV*$HJU[&^NPS>,7443!\LMMMBYH"292- M'A%U4B.#+`0X$*/Q_0P'`H"%;_\`)8U,C<#9OPAOU4LA2+/)VSVXFIN'VKI" MFXY9VC!,CBZJR[BGY.Q/E258ELL+8XN1KAG:C-X[)"NUEB?>%,BW(40>9DGI M*H^9*+8L9Y9["NT[(M#M*T&]F*M:]JX&2AW$E6IMI9H&0!F?$I4Q-$V:,9R" M*!O9H#EFCY2,0HD$.1[BW-_7-FZIYBB\>LE]I>1J-FNKVS("VRUXP== M9&RT2P8?R;0L/054A[E:JF@BSGX&7+"(R,LR2DFKE=)9HW540"M!TG[R=H^: M*3V64.&D-V]GLL9:DZ/BS53*>0W$_+X=UTMDJAD%E<[W?\IWI+^W\62.+:Q9 M(.=6KP$_F984&K5..^80,D#>]-.K)GLC/;"9SF^POM`.6='CYJZ+M61YUIS-,BO0V>0*)C MW$5"/#V76.`LMLR53IC'2N/:*S\`:LQLJWE$VCU=-1[%J$0`P(?ZZ\R7+>OM MTL6.VTWE'6S"6W%LSS:;FSU%V;S5BFMYIR\UQ[.V6?RZX1CK4WN25=LTZ+^P M1X-E&D<@W>-F1?D:IG3.%EW0KJ1Q/FO'>1]E)G:7L58IYVS/?93&EAK6^V?8 M>SV#7O&U@D\<8`>W6R1-G0?6^0<5F!6FF+AVHL=JTFBH%,8H',H$X2])VOBB MXKR6U/9_,^'2CI-*2[)-KA31^7U.9!(S+(3)8J(+E!4!]Q4]P#]WCZMF;MO'-UKK,++DXF7]V-I,JQ]GPDT0=2.<(F.Q]9LD/JE=+- M.4]BJ<`,?XZK66,+U'#& MU>P]"K^';7G1N_:5FB`U@K5#(5?*M+HD+8GMG)"NCH&+>FZ:BRB9OCX%FQYT M6Z;R+EPYD@?KC]E[)+M-LGSM@T45,[<[W;CNWRAFS<09F(Y6 MS4J\%RU<&44;E(<`^9P12"AO@6$J@>79] M9\J]0FX>1[=UWZ/[3["89V$T^B:'#-J3FV8RQ`8:V*KM\NCQ.V7"`V(OLE)K MP\Q%24$?PPER)I(LG8?;&,X$Q0A'NOJ'F[5;NWZAQ?7V(R#M+L%?;)?[M!I9JRO*5C%E*,TV M##[ZXY66A[-E2N;*PE5A[B[!:]+.[#+1]=DU4/B>K+-$FZ?N"8+`D;@.-CNA MGJ9B8L\'&:APS"!6:'8.:^URMGE&`>,%%P=*,7T&3*81+YD=R`'%)9$Z8F`! M$/(,(*/LQDG12&N M6\.1YU_ABRVNK9*I\1E:>O4@9I$6]VM%V['P8_I<=+IR%JDFJ*D/_`M3%;$= MK?9)&!PNVG5=/;O:MY/[8-,:;AX'RG]W&VAL:HEJ%2MI:Q=J_ M.F(Z9K-4;>E:6L$XC7*15W#*4,HFGX*10`Q;H*ZSNO?9G0V2R9G#6[7?9.W_ M`/*39""99DD*7_+1]UKM3R3+1U:DZNK+KK.T:<+-8X,&XE33!N)0]!``,(/! M7Z7^IQUY^[Z\=3'8^KHH"\PS4'9B@\1*@N)#.(]0R9Q*4#%,7P9-0`.02G#V MX'F*=(W44K\?OUT:E_TF*L<7TP_5TO+=5H5D8ZGQM"?*]*B4!(Y-Y2+ M.8R??W<)56YV2?W*BLV)4_*AN`NK=WK!U,Z_=`>O:VKX$PW%;04[>K0YG?,T MU2BPK:[?S]RV)A;YDVL52P),CJFJ$2X%W&0S-XX(U0A6B*(']OVJ!9PWX,Z) MHMNB=B54[TNIVQ8M"-SI)KFHG,4H#^H@'UX$5NHS! M."8_K3Z[[+#XFQ&,XXTPUTD5+5%46M&E'DC.8MJDW.R!YU6OL9=P]EIYRLZ> M*J>%%WASJ'$QQ$XA"Z#U=P9(?D-9FCK-KEA^3I]MLH;-V>8N-MMG,6ZK"=52H6W(T3EW* MK4@1[EF?533JV0PSCC+WY5^_!LFUG^]6F+M5=7\UT%A*S$HC`5C*])8X/8TN[%JK)XVB9^ MP59.7?J1;Y\BX&)7JR;)BC'TO?(46 MBS)HN^F9%UCO#J"$>R=JD,\8I)1XNG:WQ"4JGVI2G'_:`@R[@+4[2T"J84U_ MK=MFM0].)"@JHDN\'O'3'=4(O7XFT)+3Q,692?QB!H.=8/8B2%T[BR(D0=" MFU765(FL/Q&.)0GOT49VW2S/AG:6$WKO2-^S-A;;BY8M2D2N<0/5V%90H&.; M9%,5'V$"DH;UNZ"T&?(&:?(F@D\!L"RIFY_4*Q'9QF&,UEV,SS!8![<^W#)> M3L:Y"L[+-6MYI7-9(?`,!=9:$5NN MIKO,J-?)=X"4M]ZM%VC7%D;'D4);S%.TT"*`U=';A<^V9PC?.H7HXV&I>HV: MLN2.5<<5R,G,?9%O=BA[G.U_(F2\DT*&L"%4&X1BT%6J*\GYU\Y;LWA5D8LD M@NJ9?V`5B@M+I@ZYK7MQC?;G+FUVW^]-3SY);GW]IE9GK5N+_AW&ULLYL9XG ME7EM<0>MDD..9^9D74J8IIN+=J-7[=LW1\^[54.!*'4&LYIT\VSD.NW7[:G6 M+=C7?*.TV;,B;#52_1V6LN[EX=QS?JC*67)R^QF7:Q//\6-;$G`^14K)B3W-^IC>1']>!F7`U[<']5C MB2UKN;F-953'%=G;!.RR=5UH:9%L]6"E7C9>]W?9:U5'[!I%C36>4Y87F-,?EC612H1Q,;X M:85R`%`O^Q2-.(@4QC%`)^\`X!P-?WNUP%79N)*S2B$-6JQ"3>0+?,.U@08P MU6IK09)[(22XB`HM$5BE6-_H9)NKY`2@;P$7M!HAQ.8=E=C[!6G]8OFXMP=[ M'6F+F3`>;BH&S0T+7(-6*SGL*++)"C\SIZU+K5`G0:D.8?1LT_D00444#]_RD2('T./` M;YP$:7U`BOY&.OBJTIC-:K.464ETW9W2FSE,069LRL4AC7`M6J@F.5Z M8$RD<"9/PJ"8&!SMXL`URO.'3<#J2C]PR@H)NG\0JN9V;J_\`:-W8F#]* M;4O!;K.&BLOA#<;!^FE(< MK--M-KQIT6BKAN'PC\0_4%`?E&;+8^M>$,8=4,+"V>8VFWAR'@61PO\`-$-D M\7(I1&PE.B%T;K;%9MB\BU'RK=)[-8&M.'* M[#-J-'9KTIC=TB-8ILQJ&3*=0=P\<8`US7R-5USNJ]<<@63)K3(1HYPLT<.5 M*E7&?R'.FU0!(+IE0( MT6<4Z:L]&U*I#QUZ?8.O[DRJ6UWI1HIX_I4V(7,4Q5$#@&B?R)DTAT1QHNJM M\96>^&C+D$A+[$=>-@JH@=!0P>#I$!)`T[P_E2OQ"SIM/X\O](HL1!2E5N5;%J^$R32$B(W;N MR*3*\.G]V?\`D0=+H)"X*5$AB+G1+^X5"\!@.;LXO]4]4L@YZF:LK:%4H&^%,IE@`2$'@9AK5BJ,U M*UMJ=1R'D".EIV%:RMRS3ERT/(Z`:W/+60)Y[;\H7R6?/%&K1@VL5\L+L[1- M90?M69F[8#F!(O`5+G6SN*3WT5^Q14G#M)V>Z<;?4JDM)HIHL8^R2VZ-+08S M0$*U=JR;WV`$F;"-<*B8I3G,`2DZR*C&Y(2S#OJN"3]+:65A:OKT M^6043=1&EF%1DZQ@H6Z:R*(,0S#+.IS([PJ)2E74MJ(*"ZXGQIB[)N1[#2K5;F;;8IF(VBT^LL M=#0,"W5P$"J?K>SDN_GOWFMCL8Y6R MMI96*'AS%66[]5H"^DD,L/:SB-;'=:_L:`GZ$I'UEO$7F=LC!V1VJZ=D18*K MJF;J.1*@4+;GY"9$5.G[<1%9Z,<"\5B)`DA]^>.!B=?/N*TOO#N$G3-91%J0 MQE%$4U`4<)E,D0!,<`$'+M4_A:MD?F,X^)!%/YSF$QEO1,I?F,8QCB8RGCR( MB(B(C^H\#GX!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X"C;_AIEW:L:0*SJ-R)9Z+:GN.5Q3]J7Q[_)HLF\0WQ M1X#"^`MSM*3;*Z_8C3<.E&_MO?UW?`F@W1>.7S@NZ^#3DCVS19-3[E1T0I@, M4H>X)@8Q1\EX"B?RQFU?6TIU:7GTI19JUW=HIGB,)(M(N6?P"N(,T(V2%8KN MFCPZKF8/W4HU57 M7_-)(LROTU5$V;Y),BAB$X"5?R$S89C M)!^LYR`@N@==TV2;LTV8@J#OY9`0$E`NF]VV M;\.9=Z3=XLC8DR=CG,^.$*96HV7G<77^NW&MS[9GE?&PVFCMKC3I"LGL+UXV$V/FL39KK--F=K+/4*/BJ#VJ MSPA3:UCNKXZQ3/U^IN+)79#'4KD=W"35HD"KRCXAG!53"B4$?A]>!:7ZSNOJ MG]:V$LDX(H4G&R-#GMB0.7R$\T$$&J"+5LBDW;-DDT&[=$A4D4$$2`FD MBDF0"D3223*!2E````#P'`Y>`<#\_7&7[KJAX^SY/X[9/ZU$O,,8QK$5?-KKC#,7[:$ MD*]`6RJQ*L%X4:LE6\E=VR)&R)SII%!S;5JW9-F[)F@DV:-$$6K5LB0J:+=N MW3*D@@DF4`*1))(@%*`?0`#QP.?@(M[U=>+U.ZXR6^.)MD,G:[YPZX,([8YG MQ$_QO"T>7:V>8M6)4XN6B;46Z5NPJ(,7%A/K M:V[O>+\9Y&L'=5V+I2>0*#0;M.1T4AK`E'-9&>K49,O6<,F\P=/H,&":S]0A M"$,L0P`03F6$OL(>LXZ3K?*9@CMAYOM<[&WN=XK#$I@&.R:QFM:866C<83%D MBK?(P<U[L5R M#D6>L<_.'&):"F]<0VMD9).*O38Z;E+,Y9BJ1I%EARR M"1FJJ":Q`W52.F;(5#J-1I$'W`=J\;6Z97(VKP\-"92U_AHQK%0T*$'%H-4D M==%WA`9MR@?W6<.%EUB@JNHJKY4$*"^TNOPK=NN:M4ZYE*?S'EVW[B6[&/\` MD7:*6KUP+=Z$$$RG;!_DBVK4B1KT)=;);'+F*8R\;$1C.LM%%7+DJ?\`VSIF M'Z"/29/,U]81K...N;_@!KG'O"V;"BL?F&%RK5<]1EH?RZ;W*555'L54;2SZ6,X@ M(BO1!=CZ4NVL,A;V21':#9HL5PX.4J@_8E8?,)0*J<3!-K8^BNW?6G/;/N8^ M83>;8=E/7U?:@PL`.2R4!K/C_<3`V*-7X,[9=5R=5&7QI66=G7]CF,M(VIVL M(A[%3*%L'@'`T]G3(4=C?'K,;L%7,M.;&:7;T%.+AD9RR9PR)C1X\Q6_/D,^*3Q[JYX,J\NX ME#Q:+)4&SRS1;U15$Z+8PAOG+^ANU'9SB+;*P]BFKF#<=9)/KH_Q!I+A.%SI M.9QJ%`OL,#(UQF8YW9&L]=(TR*JIG1OC"XE5*M7:-5ZW2JA#L:]4Z?`P]7K$!%H@VC M8.O0$>WB86'CVY?VH,8V-:)HI$#Z%3(`?Z<#W^!7Z'+^.=6^];9FY["O97#E M'V0U(TZQ5A;*5LJ5MCOE@E<-CJ%N;=[:(IDV:RDLU6Y7<+&FI.EM\-?+;!5U[F6/F,91;22>H$E)&L/X=RXR@O7HD7 M"#R8F4:$#IE'II"4@SZT6[N'"&2KSU+TO.^5 M:_(?(?\`M"Y9OS;0,9JM0<&'`@"4RBA3D(D)%!]A$!^G`K-?DM;&Y@RID/(.HR-=B6&--7I#3K/%' MOL+B"8O;A/+N?I'*^)8ECE2^R>9J%5,;1L29T"\'\<',"]=+`)U4%D40$&": M$8@?_CZ:39$A]@,XUO;K+6P&UM.:8[:0]_@J$K-6_(-&J%.K=*L5\S5;F$!7 M(RN-J/*R3Z9>NR(IQ#412;G7*FV.$*=^=:]:A9-F[&QLV/RV%RP0D).LV5_(L&J1W@QSE!) M?[4,QZC-%6*D.V;N8\_\` M#J-V*AD/)#%+\:I2&,5,1X#&\5;48UV@J.2W.(W+F5BJGGJ^:RR$[]U&.(:9 ML-%*U"YV*IS5?DIAE)UMK%.ESH.OD2."[91-0B9R"7@4B<'9C=99_*;P%EJS M#(H16<7$W=L&(M6SMJVA\'QF%,YXMQ<+]H452KQ]OIM(C)!-85$$RK2Y#?$< M3*"`?H8<#PIP47)6<,H?P:7<@0Z8"7V.Q9>'D@!RCY'X%44P0,(?4!7+^GGS MP(/4!X.;M^,OWI%51W1M0L8D)ZWNBU"IW*9&-@&]9<+YFS3A MF5UYRADJE,;;;<)SSE^ZG,;O)59RLSK6;CV2;AX#BK;1KOAO'51PS3&[N>R2^CZ_B M>H0KAO4\46I'>IA8FZYJCC^U/WF2:1C^2H6/M<, M;UK2'!=/LDJE9IVA(49E7Y_9..6M"4Y9F\_,'R^W9567?(R#M)T]H(F(LH`B MVE&RHB<_Q^I2DQ):SF-_5(=/R!2_3R`?7_4O MZ@$EM2O@_P"*FLOVH>K;_CYAC[1'_IP%I1YD=AM]*_'K+'< M5+3&FCF2TQ2RG]-/8S8VM25)PZQ6;B0AOO,8ZX,;&[,8B5>QS%23D&<:^=,8U(4RJR#QNU55:L4S*J(I%4=KD*F`F.0H";ZB` M?7@4..I#K%2[%]N^S7+W:'C[*^"MW\7;!8JNZC+"62YW"4[C%WG2B6&X*-8: M2QY/3)$49JDH1A/=.6=.OM7"A5S@LH=50'^8[_'ITVQ$@[C\69][%\<04@@F MW?URA;XYUID&]39I%:PX.FM8G(I5P$`P+]LS*902IH")3`?Z"`)J[DNIK2?" M<5A>?6S-N5<\X9$V.UEP31;-F+:7)6:7U>C,EY:;JW96';6\TY.M4*IBR,FC MB+=;U24DVH*AZ+G^8+&/;!,:98CZ]LA.]R<2W/).L-4?8=KRV/<1MYI"^M)M MUD>F5+$[K'R]5LU-L$).UBZ/XQ=FY82+9RW%$/C]Q\)G!6^B_>%K_0&^4,59 M:KG9#`87H#:@K:[WK:?4S8#(><;'&RM>D5;[0K;:,5T'()K,ACZ:CFX1,Q.N M0FY)M)&175=_9%=KA-\W?WUZ"NDW;?\`+I\HMX*F5IH5N28QEC&*0&Q4UL*( MJG7]Q$/!2F#R`AY_3R$<=E]]\%]@.`,5R>`[5,&1-ZIL:E+1K*P,'\Q5:W&8TB_ND43+/+NX,F!B`G\X22:][>B;*(C54J M3NW&Q:C9BG$I?^/?<-%JI'K)!_&*,%$<.'8J,G#`@*H?&H/LAX$H>?IP*XG< M-W=X)[!;9IAK?I)FQY9,53.P.([/G>EVW7;)L#:+9.UK8/!C_%P8]LUGHK9S M$.(1,)YY)^#MT'#9M]N)S+*IHJ!>=R_='F-\391R)',6TG(4+'5VNC&->JJH M,Y!Y5JU)SC5B[70*==%L[78E34.0!.4AA$`$>!4DUJA^XS?5CA+M0U:INB&J M,AGN;I60PG6F4Q.[M>%("R6EUB!_A?(]^JE M6PID^LJS,_$Y`>XVOU6LLK)-G!SM7/\`.H/&:R*)FYR@#>.O+&:F.]3<73$U M8"7/(^;HW_DAF>^)IF11NV8,\)(9%O$U'M3.79(ZN,WLT2-A69%#)L81@S;E M$02`1"8%BG6%8@9BQ28J!'PD:\DW8(D^1PHBS0.N9%LEY**SI?T]$B`/DZA@ M*'U'@)WZ\8-UL'M)M#N_/LW9Z[3I&QZ?8#>.U2K,99:NWAQ==MSMUEZ)YDU1I^#8?2^A MW;.E%SO1H6:'14*" MI,PX6[:M]MQL):192JN@^7LN==6*Z3=FZ06W."N"K!`XUMV,VRSK-TT[CGSS%&N$_BUA MH3&+.UVN(L55M<578_(,K> MJV-45!Q5RG<.#15A;?$SDF+^+>HR4 M8]9OFR;IL[CI%O\`]O(,7**I3HKI_L53,!B_00X$&-BW@I[L==+$S]1JF[L& MTK@K,KF$,! M:-=?T3E3?["&'YR4C,<)YCL&5,/9!R/"5&LUUG-6&?S%.1,+6K)D_)$-:&YF M\.+I*";G1='5(E_(KAFQ%110G7O@(3*@H!@5BY M]=,`44^0WQI+6!1)$0,'[1(!1(7]I?!?IP$7ZW]:.J.WVX%&HEFZV^M_6&@Z MB[$9V2S9B6"S?9[CM)DR`JM>R!0,6QM]P5/8PKS);$][L#R#NS*47E9)B_BD M6WV:OJL[1,$U,/0L!KGJ3V$X(U,(>GY=VAD,0T* MK&J4*\?2@-(S',!D)]/(MR*`BJF#I4J:!#BBF"P<@4RDX>_+;TGQ!6A;,J[C MC7/"F-L?P:\8$F+>#I6L>682,23710.6'3C8)A^U,AFR0N5$W`E/\8`(7N^! MH[+N6JYAG'N9,Z6U0W]GX7QU9[+)`#A%O]Z6KPSRS3C%@JH8R:CY^+-JQ1*) M1,+PHI%`QOV\#!-*\;V;'&NU)-D-@W89?R4>7S;G!)J9P9`F91X$]^!5SUZ MWNT\TS[C>\6M[3;*XOP,YR!>-'+/24`RI3O6Z?$BF,;L1UC$"G4(()W]LL;RD90IA*1)NPOLL;1^S^TTG3\3XJR?B_'^E-:PRPDK!6 MM@LEVZ\8JOEAON1,J15-M3&MPX7&BU"LQK%DM#+$0AI/YY$Z+IRF8+`/>&@" MVA@B+C[0R.V_7ZN1R)$5"H'+O+KZ4JIR.!!`Q2>_D0,!BC_J`AP&\<#'+=9& MM1KD+07;[:G6FWGS\[QI2].\RO\`+^)I]]$N[LWV"L6/:_MGE>^Y;QKCA-J: M,K-&J^:,J&.UM-G``/T#@(JR+EG)'351WJ]WQ?&;":0N,Y5^O8AR%7;I!P.>M M>T-B,K,HZ(Q=?JC;XYLRR;CBF7R['0@YZ%ES3C*O@V:/(M?[)224!N&QX+#K MQGH&RR#=P.%\H@W<.0$S9!8:/.?$LX*4B@F034\&.`%-Y*`_0>`GGH1E$9;I M`Z^JU$H2(.KUC^Y5$YW"JRBK-!#*63_[TFE'9%5A:M4V,<].Q\F*'S*MD0`G ML!0".?>/@+7W;*A;4MY+$U(L3KK>T!SQE*:R,FP+%VR&R?>,07%?!F$6-RC4 MV\H6N5>M14C=I:&%91NF]<5MP*7A8X*`]_2B05EM--295=FWCEI/63`L@M'M M$_B:L%7N*ZHY49MDOF<_$W:G4$A"_(IZE*`>QOU$(K=H6PEPQEB5ABO#I5E< M^9NL5.Q7AA'T^1DKE3*UB_LN@*OTDU".%XZE@$K>9+P*:)(:EO/E4("A`,$V MM<<%T_67`^)<`4)("U7$M$K]*CG9FR+5W-KQ+%-.6M$LF@)B*S]MF3.).16$ MQSN'[M94YC'.8PANK@'`KM;'7?(6@O9ON3V!7_!.2K#K';.OO"5%CSM+?)<'%N7D[$MCNXV$DFZ2#PKAP=%%!15,-A]">$K M.CK]DK>G+3>16S/V`7='*PR,_%IQ4^TP370DH_"$0[:_&5=(DVVEY:U"90QU M5C67RZ7W.7J"R*@Q0(I\QF:@Q0 MG4.<@^BP>!$`.0#!-7OQ^X_\/.^HMDF*ZI<+^WQ2+-%^U.F6X585O^V<)+(" MX*D`F1.<"E26`AQ.F!?1GF M*I7?/$,@>MFQ5:*9D&6I9]AFT%44F.9,CS6$X^QAJ//2A[,K8`7E\Y4Q_D`V7&\4]\55WD MNG4_YFC"5HES9N4[O.6MC5VPKNH`I)&31`CTP'63`&8-D$VK=NV2(BDDW020 M33;I%;H)IHIE3(1%`G[$42%*`%('T*'@`X$$]C)M:/W.ZZH=-G\J<_;=FTUW MIVR2B;,D;KS8'Q$R.CHG4:O'2I"^@$.05$B*^?(!XX$\N`M?ME5;(ZV#2\%".%%P0'RYR`5$%V[9!=P[1.X$A3$3*)P`WL4#"`%$) M']Z.MV8-V=0G>H.!ZL6XY%R),0UV0B'.0XG&L`6-HUNJ,8+^Z6)TPD)QO48) M_N6-K!A+<RMK^PQ;S.#>3O4.^BD9"-C&?A&!!"1:.#,"/E0OQ<`X M"J^Q[4#,V9KCJ-LCJ>SUH@MC]4L]HY*>6[8&-FHV.LV(U<4Y;H-EQV\NE&IE MHOB,29WDHL6DD1PBYK.)7)O!Q070^TP'F9O\`M6$Q"&1(A,+JG)X,*H@4H"'U M`0O72+TD

/U`]B,VRS@2@!Q$XI)F.5,H)D4.)E#`!0`I3"(C]`$?IP%Z;. M,W5WL&IVG)V;.;2S3?9/,.=6TF4[U(,+:_NH7(]T%3XEFA@)9LYV2E0GA1,Z M"S&3)1[)X_7\_`R:KNUO7Q[?&W2,J<"^1`!,)2?3Z MA]>`N>ZP)\R[2X+P6J*3BMX#,WW5SNW7;'>(.,A6.9L\%K154GRR:R(+1EMB MK!81(!BG;!5X\P`!5DA`&1<`X!P(#=JJX->LCL)7%9-N"6E>S9A7525632__ M`+-W$/!E&B%KKK71_31I)VV$/)-]4M>47YGLL MT;/%'B&(*@#M1TV>+(O$%Q4(8RA%2%4(/D#@`@(<"+>^F4:ODN?QSJBSR%2F M[#8C)\=C/)*B-MB"A6];L:QC;,>V,C8'B4HV+7BW*JQL3CX!553416MA%/0X M@!0!E2>7<.M2+M$0^G`1WU_P`%B3,G;SWMR[RK8QRU65K)UXN86YJI5&_PRI5=799FYAXM=7^; M2`K9PT5%1KMKWE+/UUM-I;TC8K6W:S*.2:+6+I<:E&O8.9H>4L-#DNP1D ME'P:#B*=5U^BY4;D5;JF.0'S]K#355?23)#W=#*5VPK@2NVW#5MF?87 M"FW.IYCHMAQ5+0SE6LW!@1=+)T=$@(/(YRR$IA!<"I^QB@N#K^[X-![N]SGB MC)78SBNYU_#;['[S&.>=BG%:USO.3*;?H=55U`VF,L-=Q=3[3=,7V9D>.?RL M"P0;/&;IDNND1P9=10.YV&]RVDKS%0U/73?+5J=N\M)1<'%3%5SCC>9;5ZZW M&4:T^FVV7D6LQ(L8>L8>"6?Y"E)%4/A:DJ"*/N"SM`IPE!T"EC"]1>G80ED- M<(4T!D\\19CK`Y7F(M3..35&#IZY^PC#N9+[4Q2.U%$$US.BJ"L'S?)P'$\! M+/?HHZ;=?:$DT%$%(C;[0J1,+I0Y&(`GN-A=$GWX-S)22C/YUR>X,U470?0Q M%``#>0:QFQ)ROAG+B#(@*/%L8WU)H04T%@.Y4JLL1`@HN@%LJ!E1`/53^F;] M#?3SP*[O1-GZ$PWT.X&VBR9&#$XWP/@K)$)5X./76DIRTRM=S%DAK/K1#?Y9 M-T>QY2NA8V#AX\OLH9XF4J"2:;HB)0WOG;`ERP;T5]BLKF,S-39#/^JFW>Q> MS:J<0Y433=$JF,(0C"J0J/J4B,7#(!X#R81!FO7L^%U MU_Z/23IV=<7.G>M+YP^=.ARO(>QKIO\`R&%]*JN\Q?BN5#[IG'V#8C,T)$R]T>(1RR!DY)3$.`E( M)B5THH4S66N\NW3(4R:OJ#J.`<`X%&SNJQGM)OKWKX@0JSL[E54">5CJ'$QC!`71R@YZQ3^2WL%4=G-IX#:O**O5I65V.0&> M)*]@"1-65\VTIRRKKO'M"<3=3E']?4:J+JOEG:*ZB$DC\:8E1$I`;5WMLB/N MH'L`3.^DHX&VOMAE"N(E=HV>**PTE$2Z+'Y7HE1!G**L2MG)2B58[990J1BJ MB00!HM.5.O4:LLH98QUJY!JG,X5,NX,=2,:G,9=8ZJYUEA$?W&$YQ,;R(F'] M>!D?`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`2-L%E'#8=CN&*#;+IEFKR% MGRS7Z/#U:O.,>/*B]S[CO$<=D#'N2Y"MO*7:IQQ$.J7FX]?=NG#YDY3D6D'WIN M[K#R:+R:QJX?N9E9G'>CY.,6!/[@+-[=8YO*Z3 MRK)Y)*0[`^Q^C2TA+$.9-.-8L]W->WCIX[,51(H,D4FXBL)Q]`3\B(#XX"Y_ MR@'+F-TPU*G&C65=N8'LUU!ED$H&MKV^=%=JZO9D2PE80F(#^X9=942IMF!G MC4'JIRH`LB90JI0C'`]GF3Y&/SOMQG;-6U6F>-=>7-%P/+OLW= M[!-+=VO;88OU3K\U$55X M*`2LT\CYA^FX:QZC!R5$BRJ14CK.T2`;V4(!@A_UIS,!FB,V7W)8S<#87^S^ MP%D"M.(5_#/C0&`<*)!BO7:N.RPSQ\2.-.T6*/=@;.#E2(R,R%"Y5P_;K#-VVL5 M#']J0IQG3ME&2OD+"W?`+%0'*2H%!](ZF;86:'JC`G;;LA,/)J$:S4I9*WA# M19O"S+!NA'/&$_66*.N$FA%M'TV=NLAY=/TUV)U$A.I_\O`C-K/J7F[,V=MG M,_O.QS<1Z>D7QYJ;C*[EI^G,<[EJCA]6->9;2:PZ6M+NW)0F=3D#N"&^86C0BZ&IB:[ M1LS%4/HD8HK>@`J)@^G`AYN=I_G?!NINR^>ZAVC]C#N]82P9F?+]/:RMUUA; M5A[8Z-1[!;8.-L<3&:KQZ4E`"[BDD5FXG3]T?;P8AS>X!MUMI-8Y.J4B;LO8 MYV)M$)>B)6RYNELSXD@V,?$,JL#]U,KJQF!XY*)4C9>215\IG235!,?G(NDF M8I0C)I'UWW/+>+YC:2U[T]@%'N.T5EDR*R)&ZKEMBE-Q]JD58!`A3%\G(4QA,8!$0YC=:2BSO[I[V"]FCPOVC=K] MF7:1I%-!%LLW5(Z]*_CN'6^[4*W]%#>_A4AS^P")A'@=KK[5ME:OF^>$+)FO M,6;(K!6TU!RJ]* MW4BLV.T/UR:>`D=,J1CI8*HB#D"E(DF`D>H1";Q-3U1#RUCMPPMU@]7T%G[%PQNCTI.8\Q]L/A;6NCXDE&V"IR:*HSB;;&R; MES(9(?6>27*BFFGZNF9S&`"*@SGO<9ZTY48N$8>RV:"J!JUCZJR^RBM6D#F=G=.K"WICEB@U53(Y51#U M^S;;/M:R-J=8J9LEU,U_6S!LSF75AQ<,[1^]&)_,J3PF?T#@*:UHUCP?GW?G(V M4F6#<),,*:GUI]5JQ"P^+Z1$,GNQ.PL/;#8QO^U=@3QAE#%EQQ.YMN-GNT MF3IN!R!BU2QQ;2K9"J*E>M\0L\6KCMXWC%9!$BZ:!54!5!WW`03^1QD#'41U MVS-!G+A7&V0K/G_3I_2L>!9X)CD*XA&[68J?2']EU9^_;2=A=-XJ+?*@"28I ME!LH8YRE3,(`Y;8">_MO!.7YT&:CY9CC2Z*,XTBQ&JTA(*UU^C'QI'!Q^-JH M^?*IH@H8?5,3^PCX`>!5<_'X=,]D-%.MS5R+>R,AC/6^M7O;/9$B*8'AY*[N M-GJN'9EZ4I"J_+8JM*7Y]'G*3?]"^1\#X\<")[;86-URZ0]6;TRBI&;=.]) M]7ZO6:DP53D)RUOI_$5!KT/3HU1JX6^XE;M*R+2!:BDJ*OWLJB"?]42EX#!M M'L`2FM.L&+<7VM>'D+E\'Y/P3*1-YU2HNN-RO+#'F?<@:HZ_S[!.1SAK MM.69-*LN9&>R92IE=M!OU6K"PBFY1_D&SE%'R%N#&>1Z7F+'-"RUC>=:VC'N M3J;6<@4:R,05*SGJC<(9G8*[,-B+D27(C(Q,@DJ4IRE.4#^#``@(<"L5D3-6 M/M:ORHS6++-H"AU+-W67C;$M>EUD;B^B9_)=SV0B*[CZMRG\+`O8N+>V";BC M,V*CY1./^<"A]R5RH5'@-%[VQ4+T^]A(I)F4-_QQMP&*151`Q416CP<*E63( MH*9D4!,'88+D+?,4YKP MDZQ=_P`,BTG5HE8':\A]JW">.;]A('";11'^PLKY;NAJ9:[_`!.,<+TP;C?; M!6:5(U>(L3F&:/I&`@%'K:1N<QL>X$4FB@$;):=9LE1,05/#U!7[J-2_>D/Q^GL4X"8R8@#!^`N_M0> MK1FF%MDVIEOOH_+^J3E@BBNBA]X\_P"5N%44F2_S&)\S1T"HD633$%CIB8$_ MW^O`J\_DI5S9+&&TB&?T,.7W*&!9AMH?'8FEB03VYUB'V1H&Q-JGW=-JCMAE MJLIX7L-[J?QLUYH]6L#J65GNWC&C& M08.L76F-CNI=9Z>0!N5M\C@H6^.R64FH70W:N5KTC<8J798LLP5*H./HJB)4'8W>#86M3Q,[G9R-KD9&)BJCD?/$%(`%'M<"BK*O MI-$BKHX$(`B@LL`*;W&ZY*5#X:QS=\I=Q/EOM7"P-W9&*"P&!H/0#2Z)BZG]E M.)L:5>9QW1\9=GV::C7\6S;",:O,?M(W$&!$EXQPZAI>QQ<@]D9`JSM8[>2> MHE^4I2'(7PF0(O[XUC<7L#[6L_\`5I4MVY/6S561Z]J=DRY5"/UYQ)E\UJQ$RK8;2QADY)#[42 MKG$4DU%3D!(%*ZU=R'951M#,-7G%&SVN=8A$MRJ=I1$0-XP!*6R#L,SD:MQ. M8KOGS(^7Y>4JT_'S:-@OKQ298)0JX+@)E45E%"K+J!=)T+MVV[;*.V&!ML\S MT[/\_A21P2\K>2*CC",Q$GZY2Q82UVBI.:K%+/6SYI7;"W4,PE!7^1TR=)IJ MI)KH*B<&7\"%_9`Z8LNO3>MU)K2C>-0T]V44D'$(W:/)A!B&&[E]VM&-7[M@ MR-4,$:X4YV"%HW;6Q'JS7W+!V9-[#X M.:4-*V;.7)HHF!SBE'8EK5G:(.""4AGKJ-]A$3%((;7[$^Q;#G5;@NK6::Q; MRB&1UDXNU6J%F`J<$C(,FR[B)83*K,5T?E0* MF;W`(;7?OQHE(VDVWU(7U5R],90U3P`QV)DAA;72I&'L%0?O\2@=C8'[%5TA MC*1KM=RTA*3BLH8S*';QKLJRXF*03@UW3K9QEMS@Z/S`A0K!BZ43N^4L;6W' MUEE8"PR-4N^(,D6C&%OC$K14GLG4K5&!.U591I)1CIPR=-U"&(HI-8U(C=M)Z9ZY-HY)9PV75?N'G_`-DKF-\Y2%*F M=/T^OOX#/>S?Y0ZW]^Q0!L*P:8[."C]XH*34%0PO=/0RR@)JB4A3>!_V'\^/ M]H_H(0TQ3F*0P?TV:67RIU\\K:Z[HYJNGC*@+)K23FX9SO>(Z!CK7N@I_=2: M[HQ9S+UG8&$PJ+J-T68J&$I4C&`&:ZOX08:W:]XAP>Q>)RRV.Z1#PU@L)$C( MJW"ZK)&D[]>GQ#_O&5OEW?R$R\,;]QW;Y0P_4>!OC@'`KR:AV@*EW1]\ZC9H M*;M]%]8#&%>/'38S9S;+5@ZTUJ%9_9()H++1X2"Z*JZIQ451236`/)"@'`G% MUS0S')*V>-TA:J&8[#W5M1\&/G)"IJ&U1P`,G1<5S#)J43$9LFW;6'(2-7K<=.2LP_:8\VAPW<9EPS9U]C*31DF,5"+KKJHMUSM MVQ%%?0WIX$%2W/OPW"OT7D>EXXUNTOR')5S#;_+-PJT?GC;.I6;_`!LSL\/3 M)0L7$Y>TPQ(:UN[K8[)'5F-;Q2KE[K8)1C6L!2.T6,< MBU:D77(B*A0A12]%_P`FUIM=B_9S,&>-%L]16*LJY&R52,'7+)^4:_0Z<\R1 M2LK4==A`6"I:^L;@RK=;KN1OM&S(Z[HCC[%B+A-4$3CP)K:\[G]ZNU=,NV1, M1:[=6<=`TW-V:L$R$)<<^[,C/LK=@C(TYBNX*G=PF*'$3(1#^QU]P\CUP%JL MM&"D91NDJIZ$!;?&YB]6&C57`N.K M'4<*XWPSC6X9"C(FW4^-:N;U(6*=4:HM$G\J[=.#@[%$5?&6%L-W/+62[#+)GDT8\I*W.,:J4GPJ_=/%4A9R+KX2H"X=+)-BH?U# M@4047^+)B2B8YZ?\-6JIH-E)[,F0!5-Y!GG:61TIUH]@:3!NX=OE=+]F4F31HW7=N7;Q7#=Q M3:M4&K9%=PY4<+F*0$R$,8_MX`/KP*P.C'9[I;L[E[ITU#F]@(*-H&M.NVNK M1W4;/2;RF]RSNM%X^IF*L3X=4=I5@E>8.Z+D=9_8`%R9)HK)5N*7264]3F2" M[?P#@'`5MW!YWR'A_3"S4/!(&<[,;8VJK:C:YL$#*_=IY#S@[5KLG:T_MCE= MH-\<8^+-6%1P3Z(C&$]A+[`/`0YE[I/TGV4[:L(Z+YBJE\5P)JATP8M<8SCZ M%/*T)";G839Z_P!0EIJU2\8B=ZK*RKNRNI95%N?_`+N1=+KKJ#Z_&J$_V'XP MG79`M21E/R1O11X)JH[+$5ZI;=W^,A(&-<&8&;P<.S4;NA;Q4<,>7X2G,HL/ MN/RJ*"5(4P1U<>J2EUGO:J.@N`\H9:IE6:ZRZZ[7GR-G.ZY#RU:;*YP#L3$6 MN3I<9)?W#`-[#5Y>-ATB-&$J1U7X::C2/4&0OD$3I!:A[PA`.H;L4\MEW?G5 M7*@?$W3454()H)0I7/JFDL8$V1A^8YO`%*1,3&,4H"8`G/K854H>>L+4=U/M,G3;-FWRU;,$/ M+OC_`#*CB1TP-`3N.@;TV)KV1/$P-CP7;,OURLVB(3N^+)>3J[ZK2J,JPDH1 MBRL*ZCTJ**HN$08_6%Y]U6J\ZM;!E%VES!Q*]EC(QR9Y'1T^LP;J3#"/=F$3 M.F321,HFDH(B)TR@;_7@0+VQ*?\`YE=6AR+M4P#/NQ:9TESKE76*?2?8!3RS M*15-!14@H^#`H"@@F+R&9<7!%E")D"3&:);LO>S>"4,NQ'70YQ0&U^H,CE!7$%QSJ]RPPC MT,ST1^QG8!"X5J.K/QM)!5 M_H??;CW6_#]QV:JN(M[-GXK/^_P:SQ=$RE.ZZ_W_`&:V5K`^,9&7R1C6$P5C MY*"4DYAFO%1"%7;/W4>X!HBZ0SWQ9IV53%ID)NW?V\29=R^1-6]:+W-/'#>I0=:K; M8%9B>713(V8-_5!LF!P,PWC'B$LX@4[/23TVJ)8^-+2C1R$D#$J5C/$I ML4.ZI(4JX6V=BJM=RPD5%LC1HJR1U7$S'-BJ*235<%1`+2FEV7\43&_?;35: MU)NX1MKTKIK1+W_=<@"+2)+7<#6*1"PEE)-VY5"N!!J$1.]>.2G47CW*IRE` M!55!B[_8[7F*Q@EFV4SQAF-PRNZ(R0RX_P`H4AIC%9ZK(GATV:-]<3B=55=* M2Z9FI4RNQ.9R44@#W`2\!/\`OUVX]95[T8W)HN/M[-4KS>[KJCF.N4^E0.=J M,I8+1.Y$QG.UZJPD.U;2RKUQ,R4E.-T_MDB&&O&!=5M;<4:F8$GZY8(ZT56/M?\`7JU[*7K'F>YF1/CZDX)5]Y7U8N=B+A8BRM=`CN& M@DYHE956"/"4;I*-I(6PKD65]Q.(2!TZF*])[?=IS:.FJW)34;LAA!"590#E MFZ%H]?&;RYIEE*-U$E115(+0?*)/U.&S^R!LU>=>F]35\Z! MDS7T_P!DDG+L4B+@W1-AVX@=3X55$DE?4/\`VF,!1_U^G`K!ZB[$=E64J)US M8VH?5U&91K.H.MNL.QJK5YNOAFFMYW=`;^H?I0H::8$2\MS=GF%/NS*"H(K>AB8<4: M@0$1``\G`?R9#^X$,)RG]?)1*80KISM;[!]@^T7L5AY7*\SUX;&9\FNN'#R^O&%Y M:@;,1MRB+_B#)<7+6R0RY8J_5GL(PPG@"D76UO5("/:.$5W@HE4,H1LX,#]J M;U/;\X_JU.H5.[Q=HJ[1*'!0]2J]9BM9-2V[:%J-:@6$%68".6/0UC)H0[>. M2(!E2K`=N4$_4#B94P+&[(.LG8C1C7C8SL7'N`W_`+Y<,:V/%N<+]CU&SP6+ M\UJU8XI4C&S]0Q:K3J\G)S%.BF,>W6203#U9HIKE6(/[0:%VC=SRFD.O M^`PBG_`+B& M$0PS\D5H#KIAW*,*B*7V3/"LD511L9TN!F&P^)G(?QX%43^&2'T\(JB!P3-^ M[U^GD`_N8H=?:7+V$]+)N,D'4-=U(WL)W:0=.5'4='8AQU/Q\;JC@*P/VB3- M=(^4,IT^*>.&0)D%W#4*>(/@SH3&#P_QH5DU.F35-(CAJZ593FQ3%XX:+/E@ M5?-]F,O`\,X-(,FC@KT7!C?,7V<$`_GU76#]X@W/9+.%5UNP7D_-US?MHZ!Q MW49>PN%W:A4D#N&C506+Y#0W9G++(U>(G_:I,GYWBD*?0%V@$5;/162*?(V*\)/XU*P5Y=ZK%^IES1C MPI%DEP9#KSV6Z8[!X1Q)F>-V-P)4?\I8_J5V5I-ASAC%.STZ0LL*QDGU/L#8 MUB;+)3M;?.SLG1123'YTA_:'D`X"1ZSDF@Y*_*TJUGQCDF@9#K$EU3R#,LS0 MKU7KY$N/M,GR:Z[`SR!>KL(>4;K_``K_`&A3N5U&IP<"8B:GJ4&Q]W9G!.HG ML5,V2165_P")V70$BZ)UR`B:M.2N%2D(L@(+(-Q,=,PB)2*%*82G`!(8)NZS M`4-;]?0)[^@81Q0!/D$#']?[#@?7W,4I2F/X_40``$?].!N[@'`.`<`X!P#@ M'`.`<`X!P#@'`.`<`X!P#@11R9I)K3E_*D3FW(%%FY?*,`G')P5L8Y1RU65X M08<'81*\3&U:]0L+'O(LTBY.W72;$614=N#D,!UUC'#$-JMH;KKP]AX:A8O@ ML=U2[2;NK2!+C%(6J$?TT9X8!]5+"'\O4GC;^YF$7-_.YK; MQJ=?YVS8$W4J6$25M.OZ/\FRA`(8$7=K^J M-DZ<>FNU,\,YFR-:_-$._X\AE&()&;(L0UCBG$.);MWEX"LSZ*C<$VC47`O5HZB(.O2 MM:MTQN7<&EX-7-BZ9;(9S8JM:\(92KME@&5(M&2WLW`3-*FH^8BF..Z1+P%QO+Z0CG"B2, M3%OF;^05.5!!9-0Y3@'YL&&]3]A=':WUC5;->-=Y<)OGO=-5GU2A[[*T>@T" M9QG,&Q37VMWKE6)=[19\8YKEHV<19R8HHJPKMY"47>H+D69JE!NW76HN&Z'=.V7/]0W!.(4!,B;E;I3-/[!];;+LGGK-<@TJ^9_?:B8LEL0XKMV7<@XFJ64M?\.,,J4YW!7#(,Q6Y:VR+6Y. M:(M;AAP8K)/(]QZ."G5204`P+`L]:)>T5*US7W]ML>=:;?[PSDH M^$A6KV*L-->6%R5L@A&M'Z8=B-QKV&ZH_CZ:4W2O,M,F^)JWL1BO;#%U0LJ. M0,XY2V>R!ER=LEBQ-138W_M!7'#)S52V-M(+0KD[LSI]"D<%=LS,S)/`D_@S M9^Y6G_R353=G5SKVAJ;IMI);\A6JQXMU:J.$(K5TGI*MEUXY?Y;=EJ! MA,PD$002.=NT=>Z"/JDD0A0<9P$:]H.GNAF" M]&NSW8"7QK,X@=;$XE?/MILKX"KT?,YHR`P"RM'ZB;!E:W:]7_DYJ6E#I+N% M2-VZ!':CI8X?"!R!M#H2>??]0>C#HME):T5L3OU&DHFQGX[[9@>\VT\?73MK M&@W>?+4&1DXDRC)BE1%3QAL[`YY MHLM*@9A9+5F'-^,W$16\41\>B5Y-760M$S2H:/@XZ/8J/%I%=HJJ43/>-+%C&[,TY79V$M%)@LKH]?RR#%W'-'M M+@!E%G!VS@Y2*IJ*)*'3(D4`D/\`C;/XVW]=T?D=1_59^UR&0)/$,M9J<$B2 MO250U@KM:UZQ.W@FDV89N$ASX[H#*3&/MMV5:9`E ML=X6JMRNU&K-4I\-"NZR12XK(3(KR[]5JS32,U46$,UW_P"NN7QGU6;18BQE MEO(F>L_Y)Q5@#"M+O^QE\H<&BPI^$[Q696GU:+:Q=6IV*Z/3ZI7(Z4FI@4(U MLM+J).7;]RJJ":B0)8ZW2?D99*N>4;9@V6T6P_+YTQ+KCL7-G3Z"DIR,Q:G.1#2<1;&;K+,E4G*1%S M&2,40+X"5)''Y$(E5(I%],0',FV%%H-PSRAL+GC9"P&N)]R)A6+M6>;[.Y"L-9A M3Q<7`IA7(N5FRHL#K$.Y20;_`-8RYE!$H0Q[H[+W.5#KNS^QW!M_6')XG$4S*^,WQY6KO\DS3VH*.@MSZ';BD]:&16^Z]`]/;R`6$- M"Z%8G.&[]L_ER(5C,R[L2A<\WF)>&;*2M$QX^J;"#P5A@[Y%!J8$<7XB9,$7 M27^PMB?2S@!,=RHH<(2?C*(L$NES5'^.1^!!6?V06^,06\@<^SV8@\"HJ4OS M"5,I0$Y!,0_CR!AX&[]TA@=PMNL!]>1)%XO3ZL1.FHO$(+*`8OJ`'#%>\@YT\!Z=F26%DH':AUS"G M)>R@(11R;%ULY7SI--9J"S0=/P#@1?W1V3BM0]6LU M[$R46M8GF.*4]>5"H-2K'?WW),RLWK>+\>1B;9-9P>3OV0YF,AV_H0Y@5>@; MQX`>!B?7]K9,:HZG8LQ/';S[!ZT:R2<18%D#*>HJIIK_`-,2>Q_8)OJ]+G4HN^)( MJ=!Z%+=85IN\W4L35&OT6L2-@7R);Z^O,OH.O,XM@NZH?0'7]R#A!MU/]C:SDOLD&E^Q)/3Y5D0.JMC"QHH$$Z`@I MX.NH4!+^A@'U-^T1X$LM7%U'.LVNKE8KR4^ MQX9N]R?3#F&;"X6911V;E0DIK@X*I/4Y*J5B12@'U42D*]"O4ZO)LD(V2 MK:;J-;+D@)".:G5;,'T.50&ZJ*9C)I*)B4HB``/`@CN8W$=D^KM^6?+`?:;B M9!;B*J;UPC.%D=)]JT!KGV[)R@!',GZ>R3A!3__`"7;*;*;KKAF-:M@(MOF:K;;J5W&<+B92:ROD*==VV%A:[D" MP4&CX]@+@UE;+C:OS:,@*CU5DLW;I."-/DR1%II\S`3]9>LYO3?%$ND'CF,D:RX2>>1]4G0*)^QE2+%(%0GMCU"M&)]V-R==,.S^=]AM@NQ743!F M2G#R;GV\7=,AY8R)V`,OLZN6/I;&K8_8UB/Q#2THY"%?%)$`C'_-ZIF1\D!L M\1"Y>UI[R^D"`EHFM8R;6KK!I>NMYK&4LIU!S$U:8JN,K6\N>+L85"`'^3K= M^/:X>/(1T9-2-M4BW*@Q7+\+Y/@3LQ%BNNY\Z)]U<06F`L3RMS62.TRO*PU' MQIA'LT/IZMCG.H$TNP*?Q:'XG?7>RNUFLS6& MY5^MS#%ZP(V?/FTK'P;&"4??=2<6W?/!#X2BG\3M18@,-WIQ]@1C4HNF9'?T M/$EUO^N#G;O=?/ML8GI9[>^J53;X(T0Q%F2^6P&4H5C,;$7*-E(Z$F3E(=7' MS@%03$I_<&W],KB$<=4?7Q_`7&/OC-OJAAMBZL,7,.IUH$XQI\Y/)V0L*8WMV<<,[QX]E,=7^WU*#E[G2(J?U[HR\!G:C%V#62@,:K0 MCS).U5J(L!DG"!(?7:ON(%!9$W@)>XLDS#Y$4S!%W\>A9HCH]E:ML8/^W6M* MWYWNJR$2DQ",8,T$-B+?*MV<7&E*D2/CXUO+D:%0*FD5(Z!B@0/'U!ZW`.!% M7 M'N0YY*;;E)Y,(!P*@O5+K+UZ=J6\NW]_RS%P&V;1;6W5/*5GL#1[F+'%<2V. MRA,Y??;*`%=:SE&?NV[*[-4HIB,@W>)#'1B(('(!#^X6`%/QW^FA;W!?1ZG. M04$PF!UDG.CD`.8Y%?D3!?**GPK)K$]R')ZF3.(F*(&,81!(^XW2KU4:<;*7 MG/\`L%I=L5#:?K+8IOE(SQK?D>;M%`P/;F[Z$I5DHN9<4_RBV1X*KO+8G'SK M*Q-4K`R6_EW+5P9@BR33.$X/R5=G%ZKJ'D7!-.;OCV:UU%V"\Y$RLA%*TRE- MU*\MFR^`NP4:@1O5L7V=E7RE,=0CYQ?TD")J&(H7@/?U.U*UYTXQ:CC36^CI M4VGRCQI9)9RM.6BU3MJF@K\)76T[8+1=9JPV>571KD`Q9-4UW9D&#!H@U;)H MMT4TBA)W@'`.!2;_`"HMXX.JX"E];&%G;Q]BV8?((1;R+8J3ZA\3Z_WVO/8Z MHNW<4J5.LIYJSTPF5#O55O0\90#)F15%5'XPN;0YQ`A+\;:Z1-/Z.\&VJV/0C*[CJ4VNDYZ5> M+)%0:0=;V$R_.2K\WNY-]JW9M`5$2J_"Y_Z@&\! MB7>K'G=:R:QOBM4UTX'LSZ[)=PX.^^S5CT1V:I<5]XV3%,4G[@ZLH1#XE#HD M*5`XO@5@NY_9_K,T\W`Q5E_.>SF MU&IF^+O7^,@,892UVB;->8(^$T\G6F50@LK8M?,YC%>1*&]OL<\/)1,BU*_= MI))G:K(.$&SE`-YZ]?DJ=35[P7B&X9=W)QUCK*MCQY4Y/)%&EJMD5H^J]Y7A MF@VJ)6;1M6G6#9-M-@O\1$WKHA4A*`*G_P!P@EG/7<%IB7OMQ5O!KME:@[&8 MQJO7S$X)L;:.?W2F2+Z[Y!V85K3*L4A]8*`I%+W2);7=C+K(21XV/6ARNRD> M@[*F@<+2/<*C(N>J7L92BEBHO#:6;'&*?0QP-X'QXX$IM5_M?\`C#KC]B8YV7^!L0?9G4\_(=K_`(]KWVYE/*:0^YD? M`CY*7Z_Z!^G`WSP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!`?FZO1,>X&UCD,;.H7(B-K;-9G9 MHEY?W&JVFIY7J54^X\9TK;3%61M'\W-YN.U6LV,WJ&,7^Z.O-87L]*N]BH M5>C;"Q%E9FA$WC-5RS%H_*JW5.":@H@Z_L5>)L.O[>)XH50Y$-1=CC_&DM]N MHJ8<07`I$B./E0%`RIS`7W`Y1+Y\@(#P$7:W5Z3Q/O!KQ0YC2NKXQJ]'Q.;< M*90U)@"YA!MDO(^",;ZUX\@[[(T;&^.F..HY)5OD^3CTGBTBQE40;.B@BX(( M)@K#IKT>VEH,ANPTV!TBM\_";T7W#4O@"OYL;TBS85O$510FF.[%4,;$3;1R!H1%6945`K*..J*BB8/;ZSHE;'6\O<'CA#"F*L$%EM@M. MXF%Q]AAE&'J$.UF-2H>?F'K>?BJ=C9K(J*UQBI*+MDXM$&,F^5\G<&^M_;K;K57?N.>XITX_Q MCG!.VZ0V!6UO,J,9S+C2J7FLXY;U.0,2NW)U+P5E>+5I$'D3/B5)@9--LX;J M`W;K=[3Z#J]KS8L9Y0TF[.HNVS6T6Y.44&<-U_9T?@M5)_C4X8H- M&I&SA(P.R`F8/8&44#?RW#V"V.K$S1*V6M,T_2(+E%%N98&#=86X+W0?0+ M5_51_P!5O;>XM^+<4QP7\*IJ*I-0+_)4XN2S9%>0LS8L6;E8GN!4B$;*`H=,X%*8!EW(665^_;K=/GS1\]'C4F,&QC5E%4DO=4J!/E`GH)?(>5U-,\ ME.K_`-EV]^1,.9)PABCF,#HJ^6K' M+0F8=P)>(7*H1$S*$MZM4H0K@@58[JBNTA.)">#!'/\`'\7.MK9N+\AP]D^T M_?X/MA66578?-E\78M'@'3301=%,X$YB(>4_!P$1!03E*#W.`47!TNQ;8HK4D=Y&J-6_P#E':"1*^;H"H)E M&N)7:A?HL'H$2=%L$X;UF[N^R'&&#L95#$U(M&HFG^5253'L7'1%:4LMDOV= MDKC.R$;$QWP1L[,RP%,5%9P@H+=,#)(';B04`L'\!0G?D<2].V_B93^JKO!Z M\3_4Z?^\H(QVNQ_-Y4ZO>X'<+( MCUC:&#'$C74_#LY'F,_C9ECBK+\%9=LLBU-8K@PHP^0=HWTG6F9R"F)X3',3 M^U5!-N`<"/FT>7X[".$KI=GEACJN\+&NHR%G9/XCLX20=,G;AW:'3=9PS M3=1M%@&;V??D%9$H1T4X,90A2BPS5BA7[H=W0WJRKB2,F,Z9HK6/L]8 M?5RC#)NKQK[B2)FL=XTP#!UQTNFSD*M=6>"R#-S'Q_$J%FM$PD8%$5!3,%O# M%BCI?%6.57SI9X]6Q]4%'CU8J(.'3I2N1YG#I4J)"-P675$3F`I0)[#]`\<" MF3U[SCS+'5#I9UIU"QR43?M\-P]OFV4',8$>G+534K#>S60KCLA/E^-H\8,2 MVF%CFE79J"D5NJ^G3II'*<@>`MN;`YTPGHYK=9,DW2:HF/,>8CH+EI3X"R7" M`H$3,NJM6URTW&59E;$X29EFI\8Q&-C6Y`66.H<@$3.(>!"N3EK:_L8[>=;= M6WF*.I7)F+\%7_9?4'8B-SO/[8:_NWK/&6)\TU+*,M9V.-'2]7NBA)"-K@A' MBLFDHLFI\Y4A_I%5"VCP,'R;D>FX=QQ?,LY%FVE:H.,Z?9+Y=+`^.5-I#5>I MQ#N#+C.18YI[',G.MI) MR$FFI&TKCG#;V&CZIJ_ADP@!#G;XZP9"Q1UO>J\),2C>.*LLX*P0D)!BX=I,BKN5#@D4X$`ZAA\ M>3"(AXA\)X94<_>'Q'C$[L&QV8.CT*JF<@T44*J=K\XQ(J_;'5(!A)Y]1,`# MX\AP*M^ZNN>+\_?D8ZRZL7B+FH/`=WZWY>PVV@XKM$_BV*NLGCS-%UO=<9WE M.B'@?YJO1E@JT8X!DJJH@Y5:H%5`2)%3$'R=JQ2FZQNPPABE$IM*=G2B4Q%C ME$!PS<@\>CZ2:=O!<_>F=:M:_+G>?=H2'W2 MBN)ZD=1P+]JLX;/3+*&$PK)J*$4$?8IC`("(2HX!P#@'`.`<`X!P#@'`.`<` MX!P#@'`.`<`X!P#@'`@SN$D03DQ#"=MNSZ$.4JPB0'>IFU;

Z2:I2% M/[@`^X`40^GL7]>!.;@+5[A&1)#K6VO;*._L4AHT&LJY`I#*)I-+[47:I4?D M=L@*Y530$B1@4`Y5#%$H',`$,"^ORH$&3SI^R?'R0+GCI/..LL?()-G*;199 MBZS154WJ)%E0^(IE&ON`"<2D*;P81\`(""HORBM(]:-2^L3#1-6L.T+6W'C7 M96H+WF/Q=+PV/$+\K.4I]`-H^R4A&+5DLUVX8F+%ZW=.W_S1;>*=+JBM\ODH M>G1,D8FF:]'4[#B>SFMRL]2(J8CXYTS5 MC&5B6:BSDWSR.,^F(ETG\`.6KH$PN/Y;J]4R;!.,0WB+A[#2+]#SS3(U9GFY M7<-8,*X99@CGPU;QUC-_"ME6C. M0Q[`OK=-.*XX^!VX`2DLS7+.^9;GF6R25Y@:T\:O+5)V>]N9*7;O$*(FT^Z6%R?YD#ID$I$T$B@",] M%#2%C[\,6[)6%*?-[\[U:9[%ZD,]=SMCW&SEU3D?[?D3MGL+!6Q1=4JSQBW/[$*"@+F1(J&[>NW=]2]3EJE2:^LOB.KXGM>/,YV.UVD]BQDFM&"I8,C0M!C*V]B5Y M]X1BBYCGT\$Y M%0^N#IM&,XA6IVEU8D[#`QAV+D"L';UPW<'3;F+X2$@(`A=J^Q7:G5CJ0Q>I MNYL1#[$[[9\S_K7EEDO6J82B.\'4[+%VJ68Y6;N1,>_W"TR%%1[IH@V9(N3- MC1$8!A(!D?(A9VI-,K>+^[9QB6G0L=`4:K](>.:ACR#BS/UW4%5,=;5V>KM( M5BQ.#A'[&/C9"/12`A5%#BF4!#S_`+@K^RO;/V1X4TF[$[#L#OL1EL?KU.ZJ M?X/?435BBR*;>SYV+FMO_A#)[#(6%:-'(OI$E#2J.SYZ_BG.PU=XFZN8HS-%2,%FK; M[`<$4V1/!R'`B8ID'Y"!I_;7LPVDP3V>ZV:8X\UMH%LUTRJ3"K;*FQ]QNDU7 MC8XL&6[7E:&9UIO'LFCIHO)R,;CE,L0*B9T'K1D+$68%9G`&5Y.5ANQ8I MR#9J59Q&N7HI.B)G!,3A,YOG='7KJAU8L;5`ECGZMI;KW98.KHQ$H"E^ML7C M3&M5Q)CUC#JF1E$WF5,[V>KP3=F<0^UP)B7)\UAW(( MC8<`P;JK9&KK*+D9RIRS28R(U`DS$,9ANHY(DHLBC\Z13*^3@`!E-[[=]VZM M7'\HET?;Q,E_G1C6+VP7_71M#H2$HLE&PZL@M&Y%E%RH*S#I),P>I2"4WGY0 M\_0(2Z,]@.[J;S,.T$/TV;AY-%I"7L=M>/3'(FZF;<^51)]J=)4P?W$&;NR^O]E6S6]+[I:VN+6R)`124),QM@`B9T2N56BZ)@_>5P(D"?$ M1V7=HKUX=G(="&QC$R#APFX40W#U*70!!,!%%5J[DK'",GJBI?7R4BOH`B(% M.?Q]045VT[U;V[C8(F-#;7U/YZP(^V!"#I[$\WL;@66?V'(E[-96>NT0W;UV M544=Q:65*<>=DVZ9RK%CZXHJN9LQ^X=I`[+=K1RVOND3+FAVMM,>V*^M=3(7 M%F/*BT?5F$E;/8.'D@[6D?"CEPLJ"BJAB@<,#H MF^';!$5RM5V8Z)NH\_\>P8-%'3P[R>C5HY,WD1`@%7$ M!*8OD?7R(9ZRWP[2WTC.L"]'^3&A(I^^08OI#>W4%JRF&/W#)%!0K(Y$2$4<@JKZ;)%T<$RR M+15TE`KJ^&JH*?`MT':2@)J`5$Y!'Y4PLIXJB9FNXJQO!6AJRCK!!8^I\38F3)8BT>PF M8RN1S.7:M'!55DU635Z@H1,X'.!B%`?80^O`HW=(-%[#]:);,FS6-.N61WGN*?;]XX>$Z5'V1Y;#.O_`/>>+,'3]WB]I*;CZU7>[S=> MF]DH>9PY&,:X[OCJ*KI:VT3DTG#RNM@64:_;_P`NJ9P%NK36X9ER!JGK]=MA M\71F$\WVC%=1F4C', M)!$0DOP$?=O-BD-A+IJ1U3THSAZ_W3R8UNFS*<<8`7K&D."I.-N.7'$JOX*, M:SR=9&L55D#>Y3/$W;QN3ZF$Q0=PR9-(YFTCX]L@R8,&R#)DS:I$0;-&C5(B M#9LW13`J:*"")"D(4H`!2@`!].!V>`<`X%:S9-\ZJOY0G7(Y82KAFGDS0/8Z MFS[)%4$$9*+K[F_6Y@T??*J!72!YN);KE23`3%7:)G\>`$0!M_9RB]7ZWM^T M8XAU'RFF6S16J9!1*8ZHX9N?J4#.!!N0!_U,?]A0^H^0#@?76.L1QUNZ`+IJ MD735TKU=.FLFB5`BA!PE2/0X(E32*GY+X^@$)_\`HA^@!.+@'`.`<`X!P#@' M`.`<`X!P#@'`.`<`X!P#@'`.`CN1>1[!J45$0]E5EB)ID\F,(@'@06K^4HV_F.GO+K5D[@6MA;92 MURF8V@Z\BY-WPD<8;%3,EAC0?-])R%LW0 M,)6B"S!'V"O98N6Q=IIM@:-8JH.D2/%4)(D0GWN[F.?-K[G<, M4.U4LJ9\R36NOW7B6**"'PWO(DZGC:W76#=D^0.8!*4E*5$Y? M1$1`&.XOQW6L0XTQ[BBF-3,JAC*D57']6:&^/W;5ZG03&O0R*@I)I)F53CXY M,#"4I0$WD?`<#4VV6S]4U`PQ,9ONF/\`,^3("$EX"'-I7+&1G"UAD4H MQJ[84R%61D'DW16/:-/D7,L8&,@\7?MH\R1DTDEP.&.];NI.:\( M=DW:[L+=KIC]CB[;+(]3M6/,:-'V,;!DV7+3W$]#-K[.O\>N&85*J1L6L9". MCG;->4D2ROW$LY&1;*&B=<\Y:T=N.NL]FK!\$WSIN+LG"K/K=9<19(( MP>7:F8H9LITM2L\Y'P!'S)W\2D2+TX'CG";=S["=$HB"++MJ-!8IR_I?2\&[ MI5>X:O\`2;D6`5;NKADF#D-@=NMQL\R=L3]:&+,>Q\51LCO24J2_O[+ MS;,3YD:9R,:`>REIA64E\3A,J"9`:(@X13^)110X0WV(ZP**.HN\6'M8^PG7 M"\WK?G*>%LA25=CLR8/USPQA>8Q<.2;!.HU-A66F3WLAB.2FIN%;GKK)JVE3 M`U%=21,95P)@?1DF1HF'<&]:](R?LSCBW2R&P6N]?K.1KC9J)`&SY.156L$< M@ZIJ30C"OV2:?&?(/DA8)$,J"8+$\+G3`P+-[']?:K-=V>D.UUDSWIAA7'.O M=.I4UGR%V*V4QU2LBWR"AIO*SG'\O0<53T>K),&E,D[&^'^7=R,:C)O7*14_ M8(OR8%;=5V5,%8?ZZ.[K$MKV?TY;:PY-L^X[/7!.)R[#8NR=?IF;P]+5ZQ$J M..LH/7=Z"C28%81]5>2L@^E7R[-0Q&AD3IJK`R/JBRKD/L+QKU8(Y+@J.I#8 MVP:RV:S6PJP2@5V-1UFM%IUKT?J?\:NHLA&R]LR5%6K)#IO["@G*TEH9`PH$ M22*%K3@'`1UTQH.&N1NY5NNJ"A4>X39(6_A%L1,=$)SZ^=U_4)?)O#NN.NFSU; MGYJ?=T_$.(<=4W$F<4T/N"-$(.K5)CYQHEK8$PSGJ3;,[ M-6)A[`SS)I*1.,7T9*H1TK'+)&@R93J"Y!P2V MY0F?C1,5J5<08/$?D$];-GAHRP4NQ[-7V&F&J+N,E*3H[N'9(I^DX%8J`L9F M/PHI#2!5S-S@11NX52/ZB)3B`"/`]Q;OCZ_$'3IH*FVBJK4Q43"VT)W2=HK. MA$G_`&C9=M@Q5)98`.`@8!^(Y?`D.8!`1#LF[U-#Q;-'C:.W(>M7)!44<,^O MG=M5%DD5TH@*KQ4V""$*4$$Q<>$Q4-\`@/CW'TX'3OO?%H+CNO7.T6(NV,?! M4Z*>R9YV5T2W*K];ES-V?SM&C*RV+!\5",#RCT0:(J2"S)#[@?!SD)X.(0ZZ M.-N,5[`9.S%DJ]1F6H7;#=%O9\19"K--9ZM8PGX9I1*Q0\E3E1B*): MEQ>YC&ROT8-_((IDL;=`ZROV9#B#)]B>V#7'6+,MCP?D7&VX$Q9ZO%L9>1L& M+M/<_98QZX9R%;:V=(T3>:#2IV"EQ;,70).A;J*$9NDU4ES)F2/Z@HK??\@_ M7_)^HMHHND->VON&2-KHJPX3U[S9&ZLYFBL7N)*87>5[(UKHMNE(&(>W.UXW MH[:;E6<;!-I"3/(QR:?P`/MZA,37WL]Z]M0-<\-MW:#AW7K'E:H<3-6 M#KYW&81R<#4J2G.6"SSCA'#+A2//'QJ)Y.<=O"(%^5T=U#&C1;;/[L. MN/;`J2>3'<@Z(_8)J8[P"A0OC]U"IM0CQ!,Z"0"8`5]PX$LI/NDU-BFBD@OB MO?P\8G'JO_Y,G7!NXFP.5'Y1%N#AW@YL5-'#!78NNNU(LHY6;]<&XQDFY4 MEBMR&41/B1.0`CA<1(0X("03%$!,'T\AZ[[N8UEC3,/OL&]B39%])NHH'2W6 M[N>1NV<-3`F)W!C8;`YDUW'E),$BJJ"ORUH@)I]`=>NYDNTC9ZD2$E$W&%>O&6%U6+63JTI$N&T@DHJ4S1=(R:OJ+Q['#'89)/45003;LNM[=0RCI7V`@D0!?"[<"B"@'+_5%/R*1 MO'G]OL",-@>QC!EP[XM']HU\;;5T/%&N>E>R8].Y M5>DVFL1-O&HQ3F>!.8GRQPQ:!3)I*J^Y2"0+0'8%%!:-!-UX4&CUR$_J'L9' M`Q9B!)%?^2PW<$`:M1*1R!7JGS>A/!5/!Q#P!OT$,0ZM/D'K-Z]3+',HJ?2; M5M0YSE2(8QE<)4E01,5$I$@']W^@!P)X\`X!P#@'`.`<`X!P#@'`.`<`X!P# M@'`.`<`X!P#@0'WF0.:R:&/4R/CJ1F^^+5R@S%`J922.*,XU]<\@9- MB.A436()'#A`J0`)%/8QP#U-Y]1"M5^3)A/+C22=;LOJ&K,:X1'7^O@.W75G MCO7#+CK'N<,A9V@@QJ_4JF;7C&X0D7(_WBLQ<66H(EGX;[DAVXE*9P'`F!^1 M!J]B2E])^WD]AK!N"\56>^?X&N^7K;7(:B8AE+"I4LG4:R`YGG\)!-'&1['( M2;(L?'1:JQEG$A(%.D83@;V!*>M.W$%KWV"];$YEFXY`O]0POT3XI?ZHU&UT MZ2_MRG[`9FQI4X-^DPLJ)DA0;Y%D(PL$XL3QFS105=-X5P;V:IKKA:RQU0). MP;O:Z8&7F#V&H]>NLZ^:,L2A7;IRC:]NMI%YVBT^8E2N$2(.92-HL!D6>.`^ MJK<]M9J@4H')Z@X+@:-V3O,ICS"-^GZ]ZFMSR.94^B)':N'I'&0LA2\=0Z"W M5:M5F[E9NM<+(R!7T4()4O8WL`%$0"L!(X;SUH7.SXPT\UXP M%7(A+?8[K)Z9NO;4^-M5PTHU%R%;JZAB'$<%9,^J4ZK.\C9&R#:*UBF%N64< MCW$9(\1%/;!.'G+3*IH.U6D8W?.$FZPH@EP->:0]0?4';KMG3(UXD>NOO3&>RJ2CA)(B MQ3>H.(U[Z[>NK4C*(7#7#5_7S"N8G=7D8DLY2*S"0]]V>3;MD'3S0)[+X-QEEO9;(M'3QK@ MEKD2YR<1!O`KU)+#+M$9Y_*7ZQ.E#-VQDA24>MD0,'A3P<.GU[Z7=1.N^`-> MI[+V/NM6-VQ:'8Y5OEHK=:5\D2U(H=A?/'LM#Q&%[?;"UVM(MG M/NQCXQD0@^X%,(,KV=PSU>S%Y3LVX^.-&G62;E!IHMY_8VOX,)=[+7JPW>1Z M1F.E% M"UO4(&KAHX.V77;KK@W]`*<[I$_^X!`5""'CV+Y#=ELR/T_VRGXTQI=LC=%WT+8,0T2QWC6R0JV+9"B,R+P4KCZN2$LI&4Y:JQS4ID%8]%O]JW)]!*0 M.!X&8\L]*>=I5C<<_P"3>KS,J/@CX^:N$G+/F M\`>1$ZH))*@W%8QC`'L)O(:PAU.MFX:VZ_Z MHRVXF3LFX>P/C;:W)#,V+IJ]6?'N(2.UM"Y&#(++V?YUR M7%9.Q[8&+)>IK2S6NM MX\BEJF(1RTS*(6B.!ZF^4%-4-E=7&^3'76%H&MF7;5!9+PXZ3&PP^PC*1I;H M,>GR#8YIQ'9BG;77*W0*AE+3C.&09!TW@\@Q4:SD<>VV3_LZYL&2R;625#%= MRZTTC^^[)6Q#[90FK%?UVZ=*Y8[5DV&QK`Y-N):]?-BLBTUPE28RU MEE$&T+_]ES[EX]<)-&[!P=8$Q"*6:J^;7#7S?^?NFM]MUAI.^U*P/A_6VLYD M0Q_;=IH'!>`M37U3V9NELA8&1R&RJ^0K?%L"L(8B\@I)R-OM[`7B"$@LJ4`Q M;IWZ@+?KSNCM=K_%Y_OF%2H:&:@H[95VE5_',O8[1<-FVF5;#DC'E4N%B@90 M^*(VIJUL6[9[76AE!45!9!=NHFF4H78*#1ZSC&B4K&U*C20U-Q[4JY1ZE$)J M**IQ59J<.S@8&-(JJ8ZJA&,4P22`QA$P@7R(^>!EO`.`CWMCFY?9W)>LG5!C MZ9DHV1VFL2>5-G9>"D%V;^I:;XAFF$KD%F[58/&CQF?+4PBC6V9Q.F`J*J"4 M3&*!!#=V2HAA5>U3KSJE5C8B,K,!I3O3`QU<:LWS9C6:W$VS3%E&'KZ$:8D6 MQ^T%BS8$3/IP*;OXU4)9=L(373*5IBI)MA3K!PCDW7K$3:2CUF<9;-O,]Y M8R!:\[97BP.JL5TZI6#7-?KJ1U3>Y5K))*$*F"WJ4+%W:)FK&.&]%]G"9!R= M3<<361\"9MQSBQM9[,>!E[UDRQXJMK6L4NB,(U,6.$_`PUN:*J9@R)$M413=.5Z1C,KT&WPJ)+!+/V)4S"H< MA3`QO3#7*NZCZK8(URK#5NUCL3XVK56J:V;]NA2>L^X66[3E;)F2-R&%.VFQ^;44 MJ.W0CWBSN4;QC=Z<[R/6(JDFH%L?>5D^7T7W"C4/NI237U.V!8H@W9J.7LB_ M5P_;6Z8(1[$ORKNGC@P>J*(>QCF`I`\^.!KSJN*4G61UXE(H"A0TBU9_>4#% M`1_PC2/8/!A$P"4WD!_]0X$]>`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`< M`X!P()[NM7[R>T<28`;W)O9BITY,7S^Q@QQMF5Z\$W]%?`I0II-8&J_HI\3@4SB!#>` M\&\?N+_N`%X_DL,CO>D399E'H23PZJFNY&235F:3D53ESKBXS,/MP(LH=PJJ M4A?D`2G2.8%`.4Q0,`8;2]D-:]FM9)'-%9[T9QUA*@_V;"W>P6C%.D7VF.K] M`QRER0_N.)R5JV60CI*4AJC)J-BR#5=-P1`Z[%4YD@,8,3KT9I3MCL'=-4+# MV897S%GK).O].MZ%>M>H&K%5G)3`B#7'^8H.?K^77VCL)$7'%DHLUB)MM'I3 M;J+344BKM!^(-.ZH8[R9%LZ9L5EKM%V/P7#[M(;,[$6O+,DYU)JS.=Q!A MZV8,P?J%.W^QY/UWD:S7Y28PA8HAPL5D$?&+OY-,J*(K'.LX#;RNP>KK6,QO M;I/O?WR)!YES1>M<\2&BH/6VP1>37\WU]MV?=G)L>]:M=OF8U4 ML3A1+):L?N;-6(.UPV.DWV3$7",/8XN)ETI!9<`5."1A4#/L5XNZ]A9KRC248M: M+/*C]G!,77\BHU3<(F`,I[3G'73E7KIGLW:@=?F.M0,EZE=B.,,1W5A9-]VW6ANM6ZFR'8#;Y'6W$>*+748B;_`)7> M9.?V$9!)S%%:+.9XVB(BX!A6/J'JQF/8;N+U6E>N'JJ>TG2/7:S6"KYKP M!J_7$G++*5RJ%NEX_'=ULLJQE8QMD"B,XM=O*DCTVCA.5CG!TR)`044@VQ2- M;V&+]`NK:[:D='.G.\MRR;JKB*:SM;9XNNV.;!3'$QA#'";NTNKK>J6,YD*9 MO1+'+@Z*4GR&*B8AS>#@'`U3.;6Z(.-EM_=2M>.I7K8BC]>.&+QEFUY,SG4L M*T/$%]1QK>J94K56XRRPV%YA6H2"0/GT8#AXD\11LL<+1R9--(ZH@K+)T]>] MQ];ZC0L(Z[X&U5@]XL2DSIE;2BH%EL<5#'^2(FO9JBZML5`.H5JWAF4'<-)\ M%OIYQ"+1,.0RZ\3*JC)?>-OF!YO3MH#DO,6AW64SVZHV%'VL>#J?D/8K'6'9 M.3:9S<9IN&QQ+C8,377)D=*U6)Q]6(C%F,B5JS2D7'" MA8W;"[L(@Z+PZ#=@HX07<*)MU@$H2FZT+YHGV*X&N&9:)U_8SP8UH>1*GK M?A+N-IE2K4%&0]W[6<^,I?&=0J<552.,34/`FNUCO-,B8NOHHHM_\UJKQM+; M/$VQ3!(W=%P7V=*^PA8RT3U]F=9-5\5XMN#UM+Y0,PF<@YML#3XC-K'G?+-B MELG9HFVBB/DAHQWDBV20,"@(@C'D02*/J0H@LL@WB"L,]!N8.TY6U(Q8X;$IMCGLHL))=GE_%\J#:MYF@#F!RY M83;5F_,"DNK/#-=W2WAROCC/>9(ZYTG+75YB6T5[#NO^=9]:3TXQY2]QJ_=L M6ZX1&9*=;0R96Y^@VB#_`)EW!OWHR=21E&M?,\>I1_W"@12[9]*MZ<0[EW#( M&#H7L"DM7<57W6^+Q;9,][!UK-53G,P7_(^/HJK/,2VS.=XMTQ7ZO(9BA:VJ M^0E7"ZA5V8'D6[=B1GZ@W7\?6(WVCM].RU7LK)-([3.,/:8GP;U!L\4?H(K',9T8$3%6.8Q`*0+:O`.!T9.3CX6-D)B7>M M8V*B6+N3DY%\LFV91\>P04=/7KMPJ8J3=JU;)&44.80*0A1$1\!P$I]2%?=[ M(7'9KMENK>="6W0MHTS6B-LK9\S>432/#\DZ@,3M8V/?%0_B_P#+6U\5 M)$J+G[IHJ4ZPB*R@;^S@@@EVR]?[]1)ZJLYU4W]B4#%.BG'M3_W+J#)"NI\K MI`RSE5%H=,$TR+J^IO?U*F10X!%3MZ[&>P[KZBY*[86TEP_G/!,\K1:#4,L/ MMCDJW?HK+F3'HU*N5]]@=U1E)V[+*7-ZT(S:0#Z17>MS^R@-R@N9N">.L/;' MLLTOUWT5TPQ7H'J[8GFT-OV\)C')MMVN=5E3)-^PW;+U;LP6O(4=3L<7:"AG MLBVB7!XI2,DY)C*1Z#QS"DQ6?7./JHOF2,QL=^K0([)*T,T4N#&FK2CQ_(KUQI-F6 M3:*++***(E*81^O@`VWP*L]57'LP[ZK?:)!@K-:\=;42./L=.U5?>NRF1ZM- M-97*MACDQ1=M7R-'[`[7Y(=46:N6?,X:VVE9L6G8_QO`35F6+6K/>)8DE M8Y>P(QR3R,CT69&SU1P"D>#Y_P#ACIZ!CG#5'6L#J"83F_P7B_V.)OF$PG-_ M:WDPF%PIY\_K\AO_`,(?((!VEQOCS%7Y(W3M%8NH]&QC&S6O&X:\W'T2D5NK MLIU0E!N7H$H6!8QQ5%B&;I"DJH4QBF(!"CX4,'`L,[4*R".L&QZT0HS2EDL# M9?5C%9`5`CTI!/'MA,R4?"B(*@S(Y`HJ^O[O0!\?7@1MZDVD@PZM^NUI)HLD M':&E>M)!)'JI+,S-_P#$-3,R6240_I&^X9"FH;QX\',(>`$/'`87P#@'`.`< M`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.!#';Z*DY.R:7JQCAVV&(W.H!,[@0-[21IQ,`B(@M;O+ MTUPKIUT,_P`7IGB2&PM3XBXX?N^4):CVI.DS-LA+7$3M47[^Q/8YJSA\?S]DL7NBH*$<_8O(LATW""RJX7"+QB MJI5K970_!L;CFH36&ZWK3M%CQ:$L,(JM2C]8X>JP+6&DD7L?(IN&T<5 M(R"P'\-T3&^OK]00]WI(0.&^T_\`'^RTGE3% M*L/<0Q;#%1BWT$SF7YRN)/[8%"JJG2!0#*>Q06EJW=9G.NZ>TFD6P&:LOUS. M>XG<.S=;0PV:*32J"VR_HIJ9C*XY(KV-E[&WCVRM<+3(I[II)@4(O6W4C(&8OR)-,93LDQGK[= M9=GIG;+!B>PXUG[M(UK(N4-:;P$C'9-LP8:S#^4[9XG-UEBLVT)C,5"H-YO'7_(6-B<07;9"RO9.&E1"*512!Y>B,%@[*,#U;8RU\3A:E$W?I"V MN0P_<[I0F]\5H^6%\MZAL[I8W-8LZ35M,/:IE-Q(23AD1VS;N3I"DW43:J%$ MP0(SUJW4]+.^KK$J),DV0M19Z'H:VH9,,%HQ[)5JRUO`NQ%`H3Y/)KHR&)ZY MD'.MT4>.6,:@9RJUDV8K*`0CTPJAHC1V]1UKZ]-?H>HXWFJXUJ/Y&FJ+F/R/ M:Y9A:UL>;)JWY%S.2IQS5R/R2LTN[1)8';QI(LD/C>N#$!T'3[(QTKU M8=?#N*;@T8%U%P6Q0:@FJB+<8N@PL8LBHBJ8YD%DW#,X*$`1(0_DI1]0#@5F M\^=3NVD/GG\BC,T7@B\+89W!UFN>Z0>.LZ=:L-&EJO7#5>M.U8N16=MY=NZ^VD560?9 M\"ZAU'BV-U9=O>ZW.&T43&94D-1JUI?M(X>Y.NMNC\#XQQMG6ZZWCCQ!ACZ:/.GDGT0 M%78UE-:WMXX@-I`LDL=0W\0?@3K_`!G#Y50ZA==H+*>+'.,%:P\O4-4#/F+: M.?Y`JAK;*29,ANVY+!-/U#SDY(O407>(1;AP#7Y`:_"9)RX!+&&G\9;/R8=N M=;\DVMFAA2)V/KN=_M;,^0AZ_+9*3QSARZ8[Q@R3<1J4;.V.Y9EB*_,-V:B@ M+NDZ&3X@<'()T@O.<`X")J!7X2H?D39-A:O6(^I03_J$I,\LQKL>QA827L$I MN7=7$O87D7%-6S5S,.%2^BSQ;RX,M6RNHLS MEG#8%["8Z/E#'=BE&6"6::O&22*F@X(V*XD(%D_+[+IG*)$S`3P<`'@)DW+G M*%VN>LR^V.2(.G[OP[3$C'*%:PS(2$-+X]QP$[)-L@7(7M71_BTT4%A8.V@? M=F*7XURJD(00R"T]AG;K2*[=KM:>CS^.IM#@9RV3+YGV0Z]3DTK7:Q$O)V86 MB:[#8_>O9>54CF)RM6B0@HLX$J8#]?;@8CV+=U,5JQU!8KW[K%%7A,I[;X\Q MHUP'C2T2*ZAZED/,^/UKBBM:I)I$HB_:8JA$7D@[(5!I_(J,"H%,A\_NF&'_ M`(R.#(:C==L5G=LDNJ_V5M4Q88J0E94LW9%,?4*5F*9`(VB1^9XH:Q2ER;V. M;?)F76%-U,G(8PB4>!8OX!P#@*:ZDJIW?M6WRNI$'D>W8$8B MYR@A7E&S+[==4KUFJM7#.`7,1$YU%S@)/V^YP;+P*TW8##`A^1CT;V-5P";= M]B/>6-,7XBD`G]NXFFY(ZBSA5-[&F8C9L#IF1Z==)3P0GSI`H(@'N7S[`$9>G MEP+GJGZZ%#.2.C$TQUV;G5([*]]3M,7UMH=NHN0Z@?,T,B*2A/(BD<@D'ZE' M@,@X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`BCM1(1,6XUG>S#=9T MC_RNQ5'LT6T4PE'/\M.1EP@8IPF+_P#_`-8BR?RA%W#M'PX2:I*@3_<(<"5W M`@WV.?1]=CYJ&141\F<).4!.*09,W9?D+;(X]QM;<+5WKRM6MZZD;=M M;K#L;6GR^96U-8)G9XJR]8:58,=2T73L@3V/'PND6B:HR$>J_.FY=?\`RD.$ M..M<51E:I24X*LM`SA-QM)4EW, MPS@LM-&%82C4G"+5^0SD0`Z8JD!AC_"GY/UHMN/L@6>\]6C"V4,N5XV+EJ\G MDUW*1\/D*I12`,HXD[C%:*:(DL%89>JXE<.?<0^8JC8%$S!JZW[,=S^(\GL< M)[A9WTMQ#E99Y1LE5[+E$PCD_)>,7NN-@LEGIN2(RAIM<,S4^AL9C^;AHV2: MQ;]RO#.V3]!5W\1$Q5,$5'_6)W.;W:X1J5DKO3[!X,RF[FAO;` M\91:SXJ2KA9<`*JJZ."@.RW,PWOOOKVL8>V=ZRMEM-JY6M,-4*7,TBY9%+)9 M!CK.IN6XR&$F_CQIU4M#2PUBQ8LJ3!XT7%VU,U.;^A[)NQ6,$!KK;^P/(U8R MU@">SU@:M9_S'?3X&S!@FJ==>6\:R.4,^!N(-!/(/LQTC&5<93FIUXP_*?Y# MFIQS9'%AZ?!36L62I/ZY,EA-+\?1S]0LI!+QD@BS5:0+1[' MBX4<&*#UL\;K(@/S)(IF*5(`Q+&'5S^05B+'N/\`%=#[LL35^CXKI[*@4J)_ MX;T*<,E5H8J[2`0DGD[&.WCIU#1!D6CUMN.&=7NR"VZ7ZU&L^2:6XH&2M(@I&0LON[ M)6(2.O6892!ORL=DJOM;4]=*Q40H]?FD6+"'2.V53)\29`GSBWJ0[U,+8=QK M@C&7>34JGCK$M38TZF,4=,*7-2[>`AG*QH.(?V*QV&5FWS6)8)H,T5#KB]9-DT9I1;"4KU9U)JS>(DVT?_'HNI4"REO>F M1FIQ!F91T42F:%655^`B)%`*D"_=D:!V\:AQ6Q$?DWL,[)/9S#-[QA7Z%.S%ZQ-:%2W5.M8HG(.TM4%GLJ[;/%0C@!1DR613=I@'U!_ MC;;]W>]FV==]S<]_EO*\CC/+=JR".LD,ZM:EUQ_54`Q39&,G_DM-%O,TS[G[ M--RT(Q]V(B;U]Q,0P2ZQ#M]O'I74]FM.)K-\9V=[V80SK"R58J88TM),OVS7 MN5POB#.&2\@6.#C\E1L'5(*G5RW2<95&X.$R6.T(-H9H*KQ\4J0:^6K^Y';! MO/LZ75_N%O6O&'=?<$ZR?QT3K519B/JTM>:!=\D2=8.YNG67M:]B7W:OOWLSDK-]T4TNFO\35' M'=*6:IG<.@7(U*@^R/L`J=`*L?9LLO<%OI@G8K)>$,/US,E M6:-8EZ2JOL=,)I:&Q*19[,QL@^QWC*;M,LUC&)3)-%47"JJ?[%P\!(5;H7W; M5`4"?D$]E35E]P"I6S&:!=K.KW9G6[*^_T= MM?@[8;-F3\SH9JW-R8-/VRPW"8X986+2>KPH?W.D\ M^Y:1KZ_83;[97%B*NW[J,'!^5\;LE6FNFO.8: M%<<"ENLGB6"4R-&5S+F3(&`K+^6B8V+309O)@6RR!'*`BD&UY?HFR_V*Y-NF M\N7>Q3?+`(IODT'A'+8@:HVA_'"SIC.@1=FPCOSVB[:K.+;!US*V!EMG*G2IJ\X M=GF,G!V].J6:^V2KTEC-0X/D7":$JHY9KMB*)"B8WJ(!H_#'XL5RV90L*.U& MQ&^&!,!5N3*SPQK=E/,V&\XW!DV:U>IMH^TRDI0Y:T8@JB#.;P4 MQV%-RGCW*"6XN(L;4&9ND-&9%@);7C/M2R7F&HS[K%LA)J0$P\?Q2#QR[:F. MS)\?Q*@N&^J/^,]D/(F/*-:YPR*G_BRLL?)V-M0NW3LTHS&TV% MY:)QC3,L(5EO,SCU1=1:8G$XH4"3,TM]P;YG:P"LL81,;ZC]`]Q[^,(HYD36 M!+N'[4"6H80\.6Q.,60E#V_WBF)QK2KAK'NPZV%CJ?(40N!96K$ZPTJR33'BJB%E9:N7&L.UV;QPZ5 M1G6V)Y&*75:ORD.Z<*)OR")%@**AQ`#>!$?'`BSTCJJJ]1?7499==RH34[$* M`J.3@HH4&M9:MB-RG!10!0:D2!)(//T2(4/`>/``TG@'`.`<`X!P#@'`.`<` MX!P#@'`.`<`X!P#@'`.`<`\`/CR'Z#Y#_P!!\"'D/^@^!X!P(_;9TT^1=5]E M\?)&>$5O6O\`F2G)GCTU%GY%+-CJQPI#L44C%45=E,]`4RE$!,?P`?KP,4TD MOD-FC3+4S*#91G+MKOKIAFT%<&<-98Z+V6QY7G$FV7=IBJ0)-C("JW=E\@=) MRD=,X`Q$C*L4D_D^`J; MY[`LU%!]/<1;D#SX#QP/9X!P#@?PQ2F*)3`!BF`2F*8`$IBB'@0$!^@@(<". M^#-1M8=9)O)EAUXP/B_"LMF28B9_)R^-*E%5!"XR\&C((1#V4CX9!K'`HP)+ M.A("229/=RJ<0$YS&$)$\`X'&JDFNDHBL0JB2I#)J)G#R4Y#E$IBF#_4#%'Q MP,7K<:M5FD75?NK!/-&S1^9C/3+@))XW9,UF)6D9.3#A<'TE(B1\8C9WR%,;#5 MS`HD]"F/[>?^@"/_`*#P)"87,H?#N)SK)H)*GQI1#*I-3_(V34-5HH3IMU`3 M2`Z!#"($'U+Y+X'P'Z<#+&%4JT7.SEHC*U`1UFLY6!;+8F$-'-)VPEBFI&46 M6!PM&31@S:1[)NDV9,6[=HS:I$`J+9LT3(DV12)^A$T$TR@4/]``.!VN`< M`X!P#@'`.`<`X!P-2Y],L3!.:CMQ2!P3$N1S("X\?`"Q:=,BD*WDZ8?$!P#V M_<7Z>?J'Z\"!G2$A\'43UV%$%P%75+$[H?N`("@F>U]!X8W['#D#)&%?RF83 M`/Y9RU765>LBV'%ED@I% M$JP$!9N[371`6RJ!S!O[8_;#&.KP8U;WZ(RA9Y[,%KE*1C:H8CQ;=>O%'+@J+-%%L*.4Q24,0%3I!BU? M[4J1<:]7;;1]-^QJYU:T1))^)L$)J!N)(K!$[PK=`BJIT`\`'S""0AC-/[14Q-7)$_2;!D:+JC7#^(%WR](K$G%0DS8E M%B9_^P:,VTW.LF8%6536.X=I$*0?8.!DH]CED;M%W\MUR]CL`Q9-!D9-[,XL MP.W91<:F50[M^^>H;).FA$&"*1E%RD.=4B8>WH(?7@=2B]D\WE.E5_(6-NO+ ML(L]4M]3A[K3Y5UC_`%02LT%88IG,0B\>C=-D(!ZU-(,I)NH3[Q)J3XU#&]A M^-0"AU%.R2_(V*KTQ3K1[`BW2TPSNQ-JQ_%:H`]85^,=0,3,34FZ/M:2-;Q\ M38+"@S5."QA_>14H"D<#`'S.=B>:H1K)RSGJSWT8UZ$K4S9YB>GI#3J%8Q[. M!CCRTBFN)MK7@D.1DS=>@F]2G532*'[5@.0,8J'9EG;(U;K=QQ]U-;[6*I7. MJQ]TJ-B7LFE$)&SEJL@D:3VT3<-PGXE9JH5,Z?RMS.0(J4IB&X'JN> MQ38<]]:8RB^JO0VR2<@]:@P;"JAX0!1<`$"E`0#V#S*/OYMME7&./LO8NZL,[V>DY2J=5O ME(=R.R.F]:?OZ9=:S&6JMS4A'/LTKKQ1WL?*I@=L?V<(F\@%:;,;1:?1Y;2A1OSE6Y MQAV44Y^CFK5HVCV`R5'9GP9E'#&VFX:\=%8@I.+TZ%C+(^3,>S>=*E3*V2Z MR5UM]8E:L&/"[0YLOK^5D8K%.8IFG*U>*KS- MY)P%E7R#%Q+=J^;F9-VYW!@643045'@,)Z>LY,]AL,9BR55939)[C*9S#!.Z M!#;22MSGLCT!65P%A6V25?H6592:8(JK&?-U5TUE6KI5LHEZ MAMKL1WS/HU&ZX@RJV.;',[$YV0PM&OLKY4E,14"GE&@W6\N;3:+5`XWRK+L8 M=#^TDVBSH8D(Z.!X#J0=-&B2JQ06W;>X??6CNL@MKIU[X/I*^&+?'5W-\3,; MDV29L>*Z%9'BZ-0VJG8"M:QOY&=T\G412^2[0!)H8PY'02+)F+"2*Q"6F"]O MNS79/&=D'%; M548NF;Y8KA%5)8!]3"0`ZTWM1VK4S-6"\*6[531DTOG<]]_@YF!VWS4O%P#3 M%]883]NDYLC_`%4:OE4W(R:(1[=JDNJI[^BPI`!E0#;A+-W&$32<+X=ZW5`( M(JN6"6P6RJ*YT23,VL9NV?*:Z*MRN5*ZA'H%.=/XP?+K+"`))E0,&L<*Y][9 M-@\)8]SC0L1==<+"96H-7O59@;1G?8MW+U\9UHB^=U^R/*]@EY$2#Z-*H9L= M=FJ5(KA,P@!RA]0Y;!GWM;C-@*!K^CB/KX0FK53T^\Y.OM#@8!Y`HU`LJC96+2B++KJ_>E;.3J!\12@50J8&:,W]OVOV%LO M9YNV-.M^RUC"U)O.49RJU3*.R478K/3Y40^8-O4:Z]M4]6XV=F<4]=)AGC)2\;_#9\V43;M:U(0C5[%)N M1>:Y.5'LL>04,550GP(@@8IBD$Q1`P8'6]CNS&QYQNFN1<-:%LKYB[%N,O"E24;#Z@*O@`^,Z[ M`=H>N6"\HYXO>)=!;'"XJQ_/W:9KU5S5L,PD7PP$<=X9I&R,S@Q1F8'ZZ?QA M\R:`(%-[B=3U]3!N^0E>U!=K#GB:+U^QSL$2J3Z$AEC8N;;*KE7,(M8=VVPQ M`*((KM1#PX614%)0!'X5`'P`1UH^S/9U?\\[$Z\PV*]$V]KURA,/2\_89?*& MP#*NV@,VP=JGJT2";M,6RA.3A7\Q&0SC^'=KX0609N4G$F44&QD'1G' MIZ_(4QP``V>64[D2JM3'H_68JB94H/D"Y4VF;JI(`'J1\^X!B6#]F=B,QV_?;4G:2BX2I62M?L58]FD;+@>]W:RT>U5;/N.KN M^8K*.[]4ZK,5J9K3ZKND7!'"8%.DHBND)B"<2!WNC]J5EU(=?[5-U]\W1UPI M)&+H5CN/FC?1T:,-\QRD^3Q'BF'DA2I?3^F`$]0`&I<`X!P#@'`.`<`X!P#@ M'`.`<`X!P#@'`.`<`X!P#@'`.`%,*(-B.626-Z*Y7`%!,H:8`P%_:;P'?VMCG#O;'K,>IKH(- MHC8/-[IX#A4X_<%=:?9YC6S=HT00567D#NWI#%44.FV1;E6,?RJ*'@&`#^@_ M_0?_`$_T_P"OT\<"%?7&X;.M$M4W3-4%FKG"].<(J>$P,8JS`%/"@)+N4_G* M)A!3PH?]X#]>!\9@18_\XM*W3A@^6=EQQMVSCY%%HR58,3N8[!SERW>O%'23 M]HL_;L!%$J22J2OPG^3T$J8B$ELMN3L\4Y->)>GR-<>W1RG\@"8GNA6Y)4GN M4ITS"3V+]0`Q1\?ZAP(V=;*C57KPT249*MEFYM/=;/51H]3D6WN&':<58B3U M$13<`DN!BB("/U`0_4.!IZ>8K!W)8ND3NV@ME.M+.+5NQ(JD5^5PVV?P"HZ> M.$DE1@$5$_E0P?3U-Y_P"@_IP-7:"_=?\`!/2O[U-1)Y_Q+UQ^[25` MA54W7^':;]PFJ5,I$P4(KY`P%``\_H`<#$)9X]2['Z''F(FRBK$4W"17#&"^Y*"_RIJ_&,@G\8D]C^0W5M1[?\8-C_0HG/\` MX&R_Z$*9,@G-_CVP^I0.L=-(HF'Z>3&*4/\`40#Z\#`-`'@R.A^D\@)Q4%_J M/K>\%04P2%076'*8N)Q2*``F)Q/Y]0^@?IP%?=I[@0W.U1@T<=T+,SZVZR;; M-28/L4N:CY;S"QJMSUJNBT1IUDMS+QL34]N,;KP@6ZNE6.V6?-HMPDW>QJ@? MR+8(:6";G['BFY$=W2DY@6S92)G$R&6\V5LN,<8=B$)5Z]9XV:T^W-A(MFQ4 MU1[*,/,$0BJ[;W;-F]FU8Y5,D<)45F+(+"6A,2O`:,:8P;D&@.(;5'7>*6^P M)\;+Y8_$50:'%JF!U`(@)DOVA[&``_U']>!*TJ*)5%%BI)%56^,%E2ID!17X MO()?(<`]C_$!A]?(CZ^?IP.7@'`.`<`X".^YV]RN.+!UW66%RKB7"\FXVNM] M48W//U86M6"+"[NVM6:*LWPOF8K;W2H@I)%KLWU.9T@ M8%JBW=-P<,X2-$CQM]FU;)&J@-1Z?4#-.N;7)B:)QU`$CD,IQ;>#P_-GLF)( M=E&9MR3'L8S%L\=T]&6QRQ9-DTX1<%5"GC"HB4PE\<#/-@%!3W>Z^2@_9H@N M;:Y$8Y5BJ9\^`,0Q"X.&DJ1`4VR#`4/"S4ZI0="L14"'%M[)!.MR`F;KE`@J M"9%4`3!441.(D,`$!8IBF2$WZ>P"`E_7SP(.]949'PW7[J'%Q;A)TR98,I"* M;E$_RIN%`CBBY6^<6S11VHHZ,<3KJ)E67.(J*?O,8>!Y%[6(':#K(@2_P#L_P#9_M_TX&BXAN[-W77UV@`D8)=7>*V\ MC_VK5,JS]QM9EU2),5X547CHZ#5J[`Z9B`1`#D$!$5/H&]>R@XI]>.]!P\>` MU%V)]O+AJT`$QQ-;`4'[E[X:(^$Q']R@@4/]1#]>!*RB&;&H]-,R5%9F:J5T MS183E4%5L,0S%!45"?L4%1+P/L'T'SY#@09KR2:7:]E?D3DES^J9#"`%!L(D#_`'CP/8[3P]NN#=P@)$7,IK7E M9)-NK%R\TDZ55JK]-)HM%5]!U-OD':AP3.FT24<"0P^A#&\%$)S0@$"&B03` MI4PC&`)E+]YZE(#5("@7^0`K_P!0+^GS@"W_`.'^[SP%\Z]K>_8YV.HB@KKXQ!%5%2H9Q,1L"OH4IG#98%#G)Y,8A%B"(^#%``];M2!$>OK9T5T! M=)$H\.0 M.5=P1TL[="H<%&C%3ZF6'P)D4S"'@1#SYX&,9W:MC[U:"O%6CE9PWKVWJ#5T MDJX(@S%U0L=G6^Z336*W5*X2:^I/D(?U-]2B4?U"7&3HT)G&V0H@2E,$K1[9 M&B4WIZF!]`OVHE-\ABI^H_+]?80+_P!1\<"+G6G.)63KNT5F4G:;\KS4378# M/4E&ZI'2S7$U49N%P.U$6PBHNW,(_&)B`/D`,8/J(:MM9TDNX+!P$>/C.7G7 M-LN1=@*/O&I-66R.KAT722_S$^W>.7#P2JE!,_RD13\B7T#V"=V6&ZKO%F2F MJ!O5=S0+DW1,)0,!55J[(IIF$ICI@;PF MFFLZ1I=?W%60.CANG)'/J/Z\#U;.JHEV'832]_C0>:: M;/>Q/E6'[E=CFS4@4O9`"_`7[1)ZIX.(^P_,(>/'ZAOK/"J2&#LS+K?$**.* M2F"..R&DPGWCYN:,TKRJ^^P%NL6 M.EE)3-V&$SNB.TDSMUW4`DP(4Z2QR'2+)$,D4X'4$@;PV<]_^-FPOQ_)\G^# MLL^GQ(BX5]_["G_7XT"G3,LI[?H0#%$P_3R'GSP-7=>3G[S0+1MW]PH[^ZT] MUG<_=+&5.JY^?"U*5^X5.L4BQE%O;V,)P`PB/U`!X"K^VZJJW?`-H':D(7(NL5F@WNB]_;V"&_M/<7'KFOGM%9(!D#RA(=9B M5;RX``"%S6=M5U&[$?S-!S-;-J\,V>,6K]CBW=`P3VZ8FJE6+5WRTY7)MA&Q M^HW:]KG!MT(^Q01BD-,!'&)]DBU2(K50L0]>:KA?0;2-5VJ5PZ/J3KF+IP18 MZZ;AS_B&H`X7255`JIT5E@$Q/8"F]1#R`#Y``F%P#@'`.`<`X"&.\7[E!QH" MNA:,$5G^R35X!'/P_;J`MJEVU#',[C"?:67)&MTE@BWM-:ZWD'.J`W6SZ'6JRJQ,PM MUE]A4J^%T^SMUQ9T.0HXFS01?[6$5<1@H/?G3;.50?9U)P3&L:"X26H<=986)@8V8CZ@L!H]!9-BS$46Y?=!(X& M(4/:V:$[?=OK2=%D4F)%[QM'#JH+G<%+,%>:U6J3+%M0(@NV4D"*P97A04%( MWV[-<2G\`R/A6J*M6"Z[QPJQ15154(S,K(/'[PWVP&]`!18XE`H!Y\```'UD/ M[(O9)JL+@J)':NHNYA6"QTB?.J9+*&FQG31NN5@JL!/A5!14@N$DA]"#Z'-Z MB4)'[#("ZP!G)L5!9R9QA[)B!6S=8K=PX%:ES:8((+F(H5%943>I3B4P%,(# MX'QP-#=:3ANZZYM!G#4Z2C=72_5X4CH`((F*&$J07RGY$?)?(?J`B`_J`^.! MI&'3C?\`S59!444\2Y>K[$A62)'#8@&CE=J\S?R:J[,&H.W!B.4&8)JBL8B0 M"7[SV^U'4+9$KCU267$$38>N)5#?"V2774]2CY$"$. M;P'T`>!(K$ARJXJQDH4#@53'U,.4%%"+*`4]"L1LOK3F`BJJ#A5JLW*-*EQ!TFX0*==$S4 MP`IY3`5/V_M`3>`X$TXU%-O',$$0`$4635%(`.=4`3303(F`**'4.H'J4/W" M8PC^HB/`7;KT55'LG[(43&4,DYQCH9*)A]Q[(D,O6=@HM0I696R145Q_A2B= M45%3JE$A1]2I$#@>SVJR[*O]?.SD](E?'CX6E14L]3C15(]4:Q]SK#M=-!9% M%P=J*B:0E%<2&(@414/^TH\!@W`29C5HM)]I_<,Q2A&JK%;3C1AB]*I_("-D MDI*J[0D11>(?FDQD:>;98@*A9XG,V?59W$UPPGCMM:J(Y*-$Q3-5^HW=X]L4K% M2LL6%LL3&U#$`X&F=0\*2VMNJFMVO M<]88^V3>#\&8KQ-+V:)C/X6)GI+'])A:L]E8J(\F-&QCUQ%F.W1,)CIHB4#" M)@$1#WY'%#E_L542`QW\K_$?/\`!]PO\/R>GR'\>PAC3K![MSM3!;(#:6I8Z$P% M;,+IT@M<(D]4D;5D&EW9S;5+ M?(6-\@4%.2_AE+Q2+73TY?[87O\`%'LL"_A2R7V8.&@N_L3/?E^+Y4OD]?7W M+Y\@&&ZW8D6P!KO@7!"]B"WK84PSB_$BML+%?P86<^.*1!TX;!_"_P`A+?Q( MS/\`#?V+56%GS!4"`WH.Q#`LEEB2CZUGFE,2I(MIY MDT2*[*S:"_;/#-TQ`-WZ]Z![VZXXO@L257M)E;;6*TD5G`N<@Z?8DF9J&B$R MO2M8.+=Q%PK[-M#Q::K=!BV,W418LVA&Z)2I`4I`W&37/L5,W7!QV3U;[P2) ME:JLM'\T8;[8J"R1B1"<@K*3;!RHJ*:@J.9!^3V*<`3`IR@0/X75 M3?\`*HL?_P`J5S.51P55))33[5X4T$/F;*G;%%.NI*G`2)'2*?;8Z9T*_8R/!6'7O2V:Q\^IN47-: M->V#++]J9SCK+K:0P@Z;Y:8P+MJ#R#7G_`+]2&?F4 M70`!7IU0T;U+RMB7]C(MTQ4\>YQ,H8YS!G.1L$5W)66=>\NRLQ-Q\UKI9;_9ZQ&Q MQF01?QG)-;`5TU<+F9LHNPJ.4!;&06!TDGY4^(54U`WB8/8!*/Z"` M@/C_`-0\<#2FN&#*]K1@S&6!:I.V:S5S%M7:56(G[D[9/K/*,VBJRI'4RZC6 M$4P5=F,N(?T6Z*8%```H`'`^K'A"#LF?<5[!N9V?:V+%&.,O8TB*\U48!6Y: M*S',XKFYR1F$U62DB>3B7.)6)68HN$D@(X7^4B@_&*8;'N-::W.HVFGOG+IF MRM=M6L[&.HMPY9F5(JD5T@DZ$R8F*8H'`/("'TX&$8#Q!"Z^8 M-P[@:MSECLM=PMC"B8JK]@N#IB^M4S!X_K$958B1L3R,CXF.=3+J/BDSN%$& MK=(RHB)4R!X*`8^CKGCYOL_(;:I&FO\`*DI@>)UV>E.\;*5X:!"9`F,DQQFT M>=D+QG,A89YR"ZR;D$G"'Q%.D)D2'`,RS'BRLYRQ'E#"UT/))5#+F/;EC2TJ MPR[9K,)5Z\UV1K,RK$NGC.0:-I-*/DU#(**MUTR*@43)G`!*(955J['4^L5R MI1'S_P`35X&(KL7]TJ"SG^.A(]O&,ON%@(F"J_VS8ON8"E]C>1\!P-<-<)5Q MKL'-['!,656W3>'*QA-2`5?MAI[&MU>ZVV](RS"+*R([3LDG)VY1%TX.X43. MV:-R$3()3F4#FV`PS7MB\'9;P+;9:Q0-7S'CRV8VL,U47C2.M$5#W"%=P<@_ MKS]\QDV;*8:MGACMU56ZY"*@`B0P!XX&TXYF6.CV$>5==R5@S:LRN71RJ.G! M6J!$`78H1K9ZS>/2Y%?"_.NY<@L*:/Q@D!!`P&R.`:/M+@S)6O MN27-B9T;*=>/6K&ZJ4HE"V1NQ,[:OBK0\HNSD4&;M-RR((&.@J00`0,40$0X M&[2AZE`OD1\``>3#Y,/@/'D1_P!1'@+8VHZN\*;2Y2D\S&RQLUKMD2WX^88G MRU/ZM9?/B-7..-H=X^>0-0RVD6OSR5F95\)9\@R<)@U?(,W[AN"_PG`A0GEC M7'5,Q!CRCXJQU`L:O0L<5.`I--KL:B1!C"UJLQC:'AHYNFF4I0(U8-"%\^/) MA`3#Y$1'@9MP#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'` M.`<#Y.<"``F`X@)R$#T(=0?)S`0HB"93"4@"/U,/[2A]1$``1X'UP#@'`.`< M`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P# ;@'`.`<`X!P#@'`.`<`X!P#@'`.`<`X!P/__9 ` end GRAPHIC 15 logo_angion.jpg GRAPHIC begin 644 logo_angion.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````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@`I`)8`P$1``(1`0,1`?_$`0(``0`"`P$!`0$!`0`` M```````)"@<("P8%!`,"`0$!``("`P$!`0````````````<(!@D$!0H#`@$0 M```&`@$#`@(%!`H*#0@+``$"`P0%!@`'"!$2"2$3,11!42(5"F&!,AAQD2,6 MUI>W6'@YH;'!0E)B,R07=_!R@I*R-"65M7:V-SA3=-35)E;7&M'"@Y-$M$:6 M5V<9$0`"`0,"`P0#!0X."PP)!0`!`@,`!`41!B$2!S%!$PA1(A1A<8$R"9&A ML4+2(Y.S=+05=387\,'14F)R,\/3)-15%C>"DK)C74DGCKVZU!%QE\H-P-`) MY?!]KY=.8Z:<^FGO:5TKLUP5.],4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IB ME,4IBE,4IBE,4IBE,4IBE,4IBE,4KEH\HOZQ'D7_`$T]O?RYV'-G^V/ZN.5_(BO\4N/>SM^V2. M+-LM>P)7[*NC*I0A[-/2#YI#UVN(RJK.1!@I-3<@@@*P-G)D2',H"2G;VCTF MXLU%M[#S9>5#((@NB`Z%F9@BC70Z#5AJ=#H-3H=*DOH]TTR76'J5B>G.+E,% MQD[GD:;PS*((D5I)IS&&3G$42._+SH&("\ZZZC4OQO\`DQJ'D)C-DHMM>+ZF MN^MGL,J_J#BW$NJ4G5Y]%P2-L3";+6:D(F3E(]RV=-OE#?+]$#^Z;WP*3H-F M[XM]VF:'P?9[N'0\O.'YD/#F!Y4/JMP8XMI$CQ('B\>X_WMXW1_$]?5QRCPR3)WF=54^F*4Q2F*4Q2F*4 MQ2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*5AG?'(/3_`!EU\]VCN^[1 MM$I;-XA&$DGZ3QVXDIATW=NF4)#1<:V>2J MS.;QF`L_;LK*(KW57TM@V$N M1SLB%_#0JH2-2JM++([+''$I=0SNP4%E&NK`'4GC+Y6.&'*V[IZUUQL"5A[^ M^771KU5O]=>55_;`;-W+M8]:=G.]AY!CV!.Z=U8R*7;D8!FN M+29+A+?F95'CJO+(@+,!S\ACUX%P2-9',SBJQ4Q2F*4Q2F*4Q2F*4Q2F*4Q2 MF*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2M.M@>0;A+JVVS%$ MOW)[3]=N%==KQT_7W%M9.Y"$DVJRC9Y%2Z<<+PL=+,7")DUVJPD<('+VJ$*/ MIF9X?IWOC<%D,EA<7>7-BQ(#HA*DC0\#PU[1\VL4OQY$_2Y=::+_`+:QF#^VUSM?S/\`4_\`F/(? M8_\`]:ZW\X^P?YXQWV>/ZJOYF\J'CM*'4W+W2X!]8V0>G[?RN/S/]3_YCR'V M,U_1U'V">S,XW_*(_JJ_.;RM>.0GZ7,32@?LV8?_`$7/X>D'4\=N#R'V(U]% MZA;%;@N7QQ__`'$7U5?V:>57QQO%022YF:%2,(@'<^N["-1#J/3[3B1!J@4/ MRB8`SX2]*NH\`YI<+D%'^"-6T[DZ6V2LI#Z%E1C\P$UM;J_>>E-W,',I MIG;^L-M1S(J!GSW6M]JUX;,0<@84`?+5F5DR,S*]ANTJHD$1*(=.H#F(Y'#9 M?#R>%EK6YM9#V"6-XR?>YP-?@KO+>\M+Q.>TECD3TJP8>CN)[^'OUE/.MKDT MQ2F*4Q2F*4Q2F*5RT>47]8CR+_II[>_ESL.;/]L?URU7:Y_*5ONW M]\KJ79K`JQ-,4IBE,4IBE,4IBE51OQ%')]&1GM5<2*\Y=]M<32V]L@Z2_8Q5 MDY5N_A:)!*I$,"BKJ-C!?OUBG`4NQ^T,7J4Q^*',G6UMEY]O`ZWO+G_`$8[67D#]D2E3[4Y;)HS,@H/4K-& MK6-NQDCN`#N30;*D$?;44`<$V9G&V_N&WO2P6V=A%+KV>$Y`8G@3HA"R<.)* M`<02#H#Z@(>H"`_2&6ZKS84Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F M*4Q2F*4Q2F*4Q2F*4Q2JIWXD>`V$K/<:+0#286U2SAKK!"]13NQY3-`4Z*+(LG'M]034Z0!UB@O?PE:7+!CCO`*J>/*).8EQK MV`LH30=K!#IKRG3<%\EODMLI8[JQ!>!=XR36LH4E1,]FBNNJ`^L8XYG^N:<% M:2/FXLM5VN/D)=K'O73L+KAI*/;X^V72BU-&&375DB3:-ACW#)TW^6Z*I`P4 M1]\ZO4I44TS*&,4I1,$0VT5W/<)#8!C?,P$87XW.3ZNFG?KI6S7J;D,!BNG6 M\X^=JR:`JE_7)Y`D$P%*/02WE\/3J(]?@.;0>@L4;]-+`L>/*OVN. MM:WFGW%=8KJA[-`"4_!T+=O>7F_4K7P\"X*'VV9@#I_Y/K_:]XY"^@!UZA\!^@?7T^GZP_/GY^MOZK#C616]]+%I)&VH[B*\JU5FZU)( MRL-(R4+*LS=[63B7CJ-D&I^H"!V[QHJBY0-\!ZE,&=/D,+:WL9CEC1XSVA@& M!^`ZBL_P&];RQD!\1@0?C*2"/F:'X>VIB^%WG=YK\5)"NUW8%J>)7E8^FK%;5ZHWFBIT=ZGT$=QK<+,6KL:8I3%*8I3%*Y:/*+^L1Y%_TT]O?RYV' M-G^V/ZN[W2L:XIMJ MV!=9=M`5"E5Z7M-FFG@G^6BX*"8+R4H^5*F4ZJ@-V;8Y@(0ICG$`*4!,(`/& MO+NWL+62]NVY+:)"['B=%4:G@-23Z``23P`)KML#@\KN?-VFW,%"]SFKZYC@ M@B7XTDLKA(T&N@',S`:D@#M)`!-40=9:3W-Y<^5?)W8;&3,C+$J>P]K(FEE` M*0%FK92$TSJYFL`K(,2+.?N]@4YQ%-&-8.#]QE"E[ZHV..RN^LU=SH0;YHI) MVU)X\N@2)">'$E(TYB`J#77U=#Z&=V;]V1Y+.CNTMLSPAK0WMGCV$8XD,1+E M+]AZI8@>-+IVM--$N@4GEBX>-'4>[=,'S=5H]9.5VCQJN0R:[9TV5,BX;K)F M`#)JHJD$IBCZ@(=,Q($$:CLJW<$\-U`ES;L'MY$#*P.H96&JL#W@@@@^BN@? MXI>3RO*GA=K2W3"B)[M0TU-27T$E_?.O8*.RCV[*7<=QC*IN;'5WBO-IYP>DR=' M^NN6PED&_`.0(R-IJ--(;MG9HQW%89UFA4CM6-2="2*D>S.:K!3%*8I3%*8I M3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I7BMA:XH.V*G*T39M-K=\ MITVB*,I6[5$,IJ)=!VF!-46CY%9-)VW$WWD:*1?2 M.9""5/8RG56'!@02*U]X_P#`_B+Q=M=F:H."'2 M=,8>PW67LG3/T)) M%-[0UC>3K MSEIW`JEWD^DP%'M#X_$!]2_V<_9BBF&J\#60XW<]_8,%N-6C](_3[C]&LGYASX36\JHZU,SB;W`Y6?#Y%>2]MI"C@<1J.\'O4 MC0J>\$&K8VMS#>6R75N>:"10RGT@C45E?.LK[TQ2F*4Q2N6CRB_K$>1?]-/; MW\N=AS9_MC^KG'_B6'[V6J[7/Y2M]V_OE=2[-8%6)IBE,4IBE,4IBE0%>?OE M0KJCC?7^/57DF2-LY!R:I+0B54JDG'ZLJJS9]*'(@0P*L@LUD^29D6/]A9JB M]2*!A[C)Q#U;SGLN,BP4)'BW1YY.(U$<;`J".T<\FFA["(W7CJ=-C'R<72!- MY=4[GJ3EHG;#;:B!@.FB/?W`9(]2>#>!#XLI4<5D:!R0-`V5O!OQ;'0O#V-V M+9*Z,/L;D,_3O\FN[)TE"Z_0(JUUE'J@`B5%BZAUUIE`@?;[9C]TZ&#L)V'2 MS!'&X$Y*==+J]8.#QU\$#2,<>'K'FD!'QE==2=!IAWG_`.K@ZC=;IMM8NY\? M;&VH_8XPI^M^UDAKYQZ664+;,>S^+>KPXM7(\S'%]OQMYJW1[7(AW&Z]W:B. MW:H8Y#&CTI>PNU_]($,P<%(1`I(ZY%_`=RA1T]RGE-'V)T\)5>1T0A"171 M*#K$3W\26C`],@/8#4=?*,])'WKTCAZ@8Q$.7VQ,9).'KO97!2.=0W?X4@BF MT/`(LI'K'0W6\LW6AVF*4Q2F*4Q2L+[DY%Z(X]1*$UN[;5#UBR>%5-'$MMBC MXR2F/8_RQ(*%.L:9G5D@]3$9MUSE#U$.F=3E<[A\)'XN5N(X01J`3JS`$`\J M#5VTU&O*IT[ZSG9'3/J#U)O6Q^PL-DO899`/#B![C(ZCW:] MMKW8--VM2:SL;7L\TM%)N,2VG*U8&)'*365BG8"*#M%)X@V=I`?M$!(JF10H M@(&*`ATSE8_(6>5LX\A8/XEI*-5;0C4:D=C`$$$$$$`@C0BNBW)MO.;/SUUM MCX0#.#E]Q83!`'+7,<+ M,-0IU9R./$(H9R-1IKRZ:\-=:R;8G2;J7U/EDBV!A,CE1"0)'@A9HHR>P23' M2*,D<0'<$CB!H*U%+YC/&R>0&,#D["@Y`1+[AM?[=)']0^J6/K\L4(?E][IF M/?G,V3R\_MAT_P`!<:_,\+7YU32?)%YI!;>U':5QX7H]KQQ?[&+SQ/\`:M]SJ&O MJ[)V^^6JN4JIPB'S,S9[;-QM=K\4W$Y4P7DIF72)%;KIJSL%4:G0:DD`:D@#TDZ5VF&PF9W'DXL+MZTN;[,7#%Z\Q'CHH0JHO.1D-9'B:AD@:46K7BY@J8@=3 M&2E(*MNX$4_J,+L"FZ_9$?7IAUM=/?CFG677W!&2.\"OA4CS2^.:[/`CPWP>IO#G(1$EW MH5_K[-4#G[.\9D];'NVO[57[M3[`U^<@[/5I=C.P4JV!0Z)U6,I&KN&;@$ETCIG`IQ%-0AB&` M#%$`S:TO+6_MUN[*1);9_BLI#*=#H>([P001V@@@Z$55G.X'-[8RT^!W':7- MAFK9^66">-XI8VT!T>-PK+J""-1Q!!&H(->ISDUU-,4IBE,4K638W,[BKJ6Z MQ&MM@;XUU`["FYN)KC&D$G4IBUDF9QXBPBFDE`01).4A0>.UR%*J]2;HAW=Q MC@7J.8YD-V[;Q=RMG>W<2W3.$Y5YG8,3H`X0-R>Z7Y0.TG2I5VQT.ZO;RP,^ MZ-M[>RESMNV@DF>Z\$QV_AQ*7D9)I>2.0JH)*QL['L`)X5LWF1U%5,4IBE,4 MK33;GD,X3Z+G)*L;.Y(ZU@K-"KK-)JM1TFYMUBA7K?K[["8@J8RL$K%2*73U M;N$4U@ZA]GU#KBN3WMM;$3&WOKR,3@D%45Y2I!T(;PE?E((XAM".^IPV7Y:^ MO'4*PBRVTMKY6YQ,ZAHIWC%O#*I['CEN6ACD0_KT8KV\>!K6`_G"\;1'HM2[ MOG5$`5]O[Q)J+;?R0E[NGO`12EDD/:Z>O^0[^G][U],ZK\YNSN?E]H?E_7>% M)I_GNULGJ?R-\'MWS<96M; M\E-<2UCFW"#.%@)A[(4J;F'SD0!O'Q<3>(ZN/Y"17,(%(W13.L8WH!1'TSL\ M?OK:>4G%M9WL?C$@`.KQRHLWCY8^ONP;"7*;IVME(,7 M`I:6:-$N8HU7M>22U>9$0=I=F"@<==*W7S+*@BF*4Q2F*5K'N?FAQ3X\RB4% MN;?>MJ)8E3-?_9B1L#=[:D$GHD!J[>U>'"1GV$>N!P$KE=LFW[0$W?T*80Q[ M+;KV[A'\+)W<<9QQ5]Q<@= M=TRU,DFZSZJ*RJLU:H])VD5PT/(UJN-IBN6V1MO)W M^(8QQ/RG4'E&1.*;A)&3B7+IH9PU5`2+)]P*)*`)3@4P"&9?97UED M;<75A+'-;GL9&##7O&H[".\'B.PBJZ;BVUN+:.6EP.Z;&[QV:ATYX+F)X95U MX@E)%5M&'%6TT8:%20=:]EG+KI*8I3%*8I3%*P.WY/\`']^K()0^UZE9"Q4D M\AI)U4GJMNCF,S'*>S)0[F4K*$M&I2T8O^YN6PJ^^W5`2*%*8!#*_=4?-+T) MZ*[H.R^J.=_`^YO9X[@02V618M#-KX[P MW-8#*8*S]HL2[+S"6`>LO:"&D5@1J.T#@01P(-?I_6.TO_[ZI?\`,=F_]39' M7_F`>4+_`$RM_P#(F*4Q2J76VN%'+M'DQS"L*/%;=5D@-@]"7T:+S*%8Z>HHT)`[ M00:UV^9GRW]4^J/4L[GVC%9MB/8(8=9;A8VYT:4MZI!X:,NA[^->.4X;1`#^6J5O^Y<`$,D?_6#Z7?X^?[1JKZGDLZ^`_N.,_P`L7ZBOE+\+.8JG M7LX>\A!_VU8K?_UK?U#'^L%TL/\`[^?L;5RHO)KU^0\8<9I]V+]17F9'A#S+ M(BJN/#OD+[21#'/[54@W:H%`/7VVK.T.'BY_J*F0YQ^@!S^?G_Z6,=/PAIKZ M4;2N[MO*/UW@]9K?''3N%XNOSU`/PD?,K3&RP)8^W6?7=CB)ZI;$IP,?WUT* MZUJ>I5XKI))ND[CEY:J6N-AYQ!A(ME2J-W(H"V%1SN[8V]NGT\=IOK'3633%A&Y*21RPWK\2_X)OR9E*2K(.62L8@EGLI!/:M MP]&O`UA^8A4W1#D.F!5``0]0Z=?K`?JSX2Q&(\R]E2EM_<,60B$4ITE'#CVC MW_<]!^;6#)Z$.S4./8(!U]?3T#XC\1Z!]'I]><>:%+A.-2/B,I-8S@@]GSZN MJ_AC-UV2Y\7]VZ3G9-Q)1VD-FP\I3DW*QU1@ZUM:,E9->!9%,<01C"6NK2C\ MA`*`?,2*X]1Z]`U^>9O;T&*W9:96%0KWMLW/IPYGA*KS>_R,@)]``[JO7T>S MQS>V61FYFMY>4>D*P##Y_-5F/*U5+%,4IBE,4KEH\HOZQ'D7_33V]_+G8&>O8=U%'.]5B]'ZQ%^[L%D0<]1;LU;#'LI*42$>B2+N3(EU M./03U3OIY-^;U`AYQ;W,ZHNAXI`@`+@$:`\BM*5.H#$CB*]`VSK&#R<>3>7* MW?A_TJAL&O)%DT4/E;\(L,!7M80LT,+#XS1P,_JC7EO'0\1&P$1%P,,S1CXB M$CF,1%,&Y>QNQC8ULDS8LT"?WJ+9JB4A0^@I0RT\$$5K`EM;J%@C0*JCL"J- M`![@``K0%>WEUD;R;(7KM)>SRM)([<2SNQ9V)]+,23[IJ&GSJ<91WEPY>;+A M^TMNXW2CC8K/Y/GJN.GW7&/:]]_P!2[HB%DQUT MY+I"9+.0]S:OSV^G;KXC M6M]^ M-6>-73*_5"+DY)!KU`(:TH)?(6^N+D,(F3=URSM';)0.IBB9#N(8Y#%.:XVW M2)><#719`-)%X@'U7!`](T(U!!/EIZM]/,KTIZD9C8&71TN, M;>R1H6_WV`GFMIU/>LT#1RKV'1]&`8$#/N=U4=4Q2L'\DF>\W^C]AM.-,K`P MF\UHAL77BJMG+G0?G08ZYNNV-Q;RGYFD4:`DK/<&& MI]NQ%):,ZS#M3O)B4<5"BM*!'2S.)CT3KJD!!=8$TS&*0P@.03GL9U/-M+?9 M9[@V:)K)R31A.4=I\*)P#IVDA.`&I[#6W#HSU$^3XGW38;.V3MZWASV0N$M[ M9\ACI;HM/*W+'&+B[>[>-I'8(IU5=2%+`57>EIF8GWZTI.RLE-2;D0%Q(RSY MU)/UQ+Z`*SQXJLX5$`^'<8.AAM[1>Q(D5$'O*H" MCX!5Q6=\D-6X>\(.'6B=)09MM6`:O-7#5U6DXVT_3:-;;F_8#(R,%09...*)R2`-+F&6>!!Q M[9WA';48.O-E[&TY<(V[:TN-FU_2;+M5RJ_+N/8.0KIJ95 M+M6;+E406+U(H0Q1$HX5;7,]K.EW:.T=PAU5U.A!]((_015L]S[4VKOO!RX' M==C:9/!7,9#13(LB$,-.92=2K:'5)$*NIT9&!`-7H_%!Y!E.=.E90E[&*8[W MU8[9Q&QF,4V&/86"+DRKGK%\BX\#*(LD9LC1=N\;I'$B#]HJ8I$4%VZ86=Z? M[N?WT#Z#3Q$/Q9--`H)((=5X!@&T4.JCSY><3RV#R][\B_`'C2 M=/%T($]I(_`LT7,CQNPU>*1`2\B2-4JV2#50:8I4,OE+\K<%PE M8):IU:RB;GR-LD3]X$:20KJU[5T.Z%`T=8K2T333":D9E$RWW?&).$C`"?S# MDQ4?92=1AOS?Z[>/X*Q7+)F675B>*P`Z%21IH[L"2JZ^J-'<$%5>\OE%\GF1 MZ^7+;OW9)-8=,+6;D+IH)K^1=>>"W8D^$D9Y?&G9&'K>'$"_.T4.G"?ACR'\ MN5PF>1W,#29?-W,OL2-RM)P\1FX,4B!'(B@$$D+R*2%1#ZW) M=SKSUSZ9^2_#0=+>B.#QR;^FM`S.4U%K$Q')->RD>/>SS:,8XWF!7022,$\. M.2>")\,7CM:\V/[[^UTV:>*#,*-*\P`ZS]B[,\6%LF9=);]S,D:-M[=-DP]F^8P;2/: M1^M+&WK%%XZNA`!*+PY@VI4:N7*@@7@\J7GXS&\MTV_3KK6;07U_*L=GDHT6 MW4S,-$M[F)!X8:9]%BEC$:AV".GK!Q!=QOY?;25:D)!J"11;N56IG#<2_N9R@)@&-<5FLK@YS-;!^J71+IAUGQJ8SJ)B8+Y8F5HY=6BN8^4D M\L=S$4G1&U//&'Y&U]920"))XCRB^9FT1+&=K3_8$W!R:(.8V;@.+M.EHJ0; MB8Q`<,9%KJUXR=HB<@AW)F,7J`AU],RV+?'429!+#<3/&>PBVA(.G`Z$0:=O M"JKWOE)\C&'O9,=EEQT&0A;E>*;/7,[V\LG)7D2B MOR&N=VK6@=?1+Z:O+*U:*UKKX+A)R#-W'56GQ$A_HU@;&=9:24%^Y69J@5%J MP.FHHFHNAWYMLG+[]SF95XN)$]ME@T"`0HLJZL\P959 M8WTD]\@%<\B%CBM;-^`MYH=(<$5N)-IN+8W'Y&_B*VQL!;-<"-2#/[2)A;7%O(2VMN8]2RZ+(#IJ` MU6'GMJ+RO:,K\9?N6&W=E6&BVF<)64):"W8_G*:UL#MF]DFT,M5(B5C6D*=^ MQC'"J8DC4VR@(&+W]X`48%W1C-ZV4*S;G-PUJ[E5+S"5.8@MR@*[!=0"0"!J M!P[#IMV\N>\_)SU!R1%(,Q= M>8$+R\:C\XF-3R?*SC.R$!5/(\*Z6673KRMTQ2L<;; MVWKS1>N[/M7:MHC*=1:@P^?FIR57*BBF"BR35DQ:IB/N/965?KI-F;5(#+.G M*I$DRF.8`'@9/)V6'L9,CD'"6L:ZD]I/H``XEB>``XDUD^S=F[EZ@;EM-H;0 MM);[<-[)R111C4G0%F9CV+'&@9Y';14169B`":IZ&X-[WPPV.5DL9I.6.!/C/H#QE?M(TU=UX1(H!8$Q^(=VG3'RM]% M?*=L:?JMU?DM4$_?\M7ZK77L,Y=135/HG_P`K M.'PN3`90R:13E12DK"=*,':0*V:+W5Z5]8!F2('4_$"\KG0:#5F/,1SMSD>B]4)UZ@5VFX3$?TBC MG>W'3C9]PA7V3D;30,DD@(]W3G*D_ME/NU$6!\YWF8V_>"[M]UWMQQXI=)!< MQL/05FB?EU]*%&]!%5OO)SX&MZ]/[C;*_A"Q9IL+J`6;3Q(R M=`/$Y0%*LWQ7`4`D(0#REMHOE.\\%AUGOHNG_46*VQW41E/@2Q:I:WY74E(T M9G,-R$',8RY271FBY3I$,?\`CR\P>Z>)H0%`;@U65,L/$VCOS)[9D2UE+3X3F]:(Z M"-58$,I* MD$ZA\\83G5.Z^J+7@?;J73KU^^A<+I(7!O6''=5CQ#KY<(D+;6;1$EKIXJE=`===-&U(TX:U-7EX MOO+Y8;EO)O,/9W][M[V0>S);-.O\8$B\WB>SSP2NZANETYJ,7*2H*J,6[VD5QY`QL8C)B@J%X:#N%;> M/+MO3R5;XSIV?TDP.-M]R10-,BW.,47$D<>G.R74ZS2.8]02K3.*%F]L[VE6TE&W;95#;%FF5#8H@]CYZ/ILFT=D;-K5$+@F#J=<&)&P_N%* MDH=X(':3[N_?EU>RMMW9HDFO'U5YH@Q8#L98>4=NG;,#H@U*'71TTH>7;RG[ M:PN%AZY^:"X@PO3N%T>UL;MC$]XYY7A:XC92S6\@U*6J`SW/*2RK"-)8LJI^ M'XYTWN.-:[Q=M)TJ?FU%9.0A[?=[;8K6$@]'YMVK/R%7IME@UGJSE8PJJ)23 MPQU.X1$>H";#K?I1NNYA$TAM89#VI)(W,/?,<+'Z\?'0#F(&J`DA1XBIS-P&IJ>.D'F_Z'=:+R'#;< MR3V>Z9R0EA?1^SW#D+S:1$-);S-H&]2&>1_5)*@:$Z[\:N6&]^)5\87_`$E> MI2MO6ZPGE:ZLY>.Z7;&IT_:6C;=5P=(1TXR43`.T3@5=!0I54%$E2$4+U&)R M^1P=X+_&2M%<#0'3L9?UKJ>#*?01P/K#1@"),ZJ]&NGG6?;TFW-^X^*YA9?K M/-#WM5&RD6%C;.8^S5Y M?U7K-RA%QC[)!F/WG]]JB^3]UHMUZKLED5#`0QQ(6V&UMP0[EPT>3B'+*?5D M3]9(H',H/>.(93VE&4D`Z@>;OKATES/1'J7D>GN982M:N'@F7LGMI1SP2Z=S M%#RR+])*KJ"0`3M%F0U$M,4IBE,4JKS,U0_%ORF=]+>XC%Q$I_X1-%D"^DLA5B!W(36W&>?*K=4Q2I.^+%I">UBA$K.? M>?560X,+Z,.8.HC[`$7412'T#H@)0_1STG_)I=2QOKRV6NWKN MY\;-;:O9K%U8^NMNQ]HLR?[V(I3!$?1;E?I*I!UTP9Q6]WOHTY;6^B64$#U2 MX]23^RU4.WNOKWULGFP>H:IBE,4IBE,4IBE,4JOO^(3TG2W_`!JUORE90D0S MW-H_=NH:A$6XB()STYK+301<%4%@\9"X:BDTM7;V6X.C)V@G@-=#KH2I*Z^Z.\+I%'6_;>(W1TLS=AF4! MACQ\TZ/KH8I8(VEBE##0CD=`3QT9>9&U1F4ULIV``2J%,3J4>OH(>H?D'\N; M+2I!U';6E/$Y@2+R-\4]U:[VVKF0.99$GKZB/0/TR@(]>O\`C%SE0RAQX;UD MJ2/;2K=VQ]_W:P78(LG/.9P8#%8*!QO;EZ]0(J[2'>RIA*'P[D45@[OI M#W`REOFZ,7/@%&GBZ7A^#^*_1.OS#5W/+0\TEKEG.O@A[<#T47]8CR+_II[>_ESL.;/\`;']7./\`Q+#][+5=KG\I M6^[?WRNI=FL"K$TQ2F*4Q2F*5%!YE.4Z/&CACO&NPMZ`ZU%23QR_P`L M\CFTW'N%+I8Q<%.1PV0B:J1=!-5$?>3?O6O;V@)CDCOJ9G1B-N/:Q-I>WA\- M>SXG`RGCWXU<3R.](7ZK==+&YO(T?;6W^7(W0<J8HY===`ICT_#L<8586G[3Y:6!-L*]T<&U-KM`R`B\;P5?=MY6\3 M?OG*9,6LU._),D`3$IR'BG/?U*H3,2Z080:7&X9?C<8(Q[GJ/(W9IQ]15(/= M("*LM\IMU92_SN(Z-8TMX>/3\(7IU]5IIE,=K%H./-%#XDK:@@BXBY>*M5FK M)QK5+7S9B'BK#$2D!.QS*7A)R.?0\Q$R+=)Y'RD5)-E64A'/VBY3HNF;UHL= M-5,X"4Y#"`@(#GSFABN(7MYU5X'4JRD:AE8:$$'@00="#VBN397MWC;R+(X^ M5X;^"59(Y$)5XY$8,CHPT*LK`,I!U!`(KFZ/$[Q7Y*;:T?-MCHHT^U/1K M#DRAEB2U'ES!+TJ837.)A5,_K3UL94!$QDG'N)F'O(;*9YK%SX3*SXJXXRP2 M&W]8.&DO;-1<+H`8[N+ZW=1 MD#LY9U?E[`R%6`T8580_#K\H5W+/:O$:R/F@)1I3[=UD598B3TZ3I=G#;!@T M"J&#YI%%,_LARI(O'M)7E8*. MP([=YTUJ_*;])(X;G#]:,7&_--ICK[0$J"H:2SE.GQ25\:%F/`\L*C0_&M&Y M/%:D:8I3%*PGR6@R6;CCO^MJ)E63L.D]JP9T3AU(J26HD\P,F<.@]2G*XZ"' MU#G2;E!;;F04#4FRGX>GZTU9WTNOVQ74W;F30\KVV=L)0==-#'=Q.#KW::=M MZ25I5%LT8A*U*KUKY ML#!$.SUMXV-)K)%*LHL86_>**)`&R'3?9UGC,;%G+I4DR=P@D0]HBC<`J$X< M'92&=NT:2UZ=8&_FMA;IZ@NKN"1H[FXGY? MW1?'5_`5B551XF@D=C4U.2G5$Z8I5*WSZ<6*[I/DE3=RTB(BX&K\AX&9?3$/ M$,TF#5#9%'<136V2A&C4J;1N6R1=BBW:@E*4R[_YM8_<=0QAK1U1P$.(S:7M MJJ):7B%N50`!(F@DT4``!N9'UXDNS_#O<^3DZO9/?G2Z_P!BY^>6XRVV;B)8 MI)&+L;*Z$C6\?,VK'P)(9XUU)"1>"@T50*_M^'CO"D!S0N]/4%0S*_Z*L[/SBZ"?&[@@.I_P"#G@N(G4>Z9/!;WE/N:73,LQ6B M6OR2#]G%,'LG(N4F```U))]`'$U]K:WGO+B.TM4:2YE=415&I9F(55`[R20`/37,WY M![@L6_MV[1W):9%Y)2^PKK/6/W'RACJ,XQX_6^Y(=`HF,#=A!PQ4&;9$OV$4 M$"$+Z%#*4WU[<9*\ER%V=;J9R[>^3KH/<'8H[`H`'`5ZL.F>R,9TWV!B-CXB M)(K/&V$,.B#0-(J#Q9#^N>64O(['BS,2>)KH"^.W7M?UCP:XK5FN-$VC1UI' M7]PD?;`G^=638-?97JU/S'(0GN?.V.PN5"B/4P)B4O4>F6RV79P66U;".`$* M]LDAU[2TJB1OGL0/0`!W5YN_,ON;([MZ_P"[\ODW+RKG[RW377U8+29[6W30 MDZH-K\SQFTD6;J/?MD'K%\V79O6;I(B[9VT=)&0AN];[J+T?VWO;*D5Q+)MR6W$[&2I6O>F*5"9Y^ MV)'?`)TN8.IHST7Z'_D9Q^G5\ M_DX[@P^8^.,=DN#OD/P>"_T4%5(N#*(+\U^'Z(AU*?E%H$#!]9`VM4Q.'^]` M<@[;.G]),>#V&^@^?*E;GO,&YCZ"[V<'0C:67T]_\'W&E=)#+D5Y;J8I5.+S M\\Q9+8F[H[BC3YU^G0=-(L)783!L?V8ZP[2F6"4BT(Y$GK((4VMR**20&'L2 M?/'91*)TRF"M_5/<+Y',?@:!M;"TTYAW&8@\Q[>/(K!!KH5;Q.XUN_\`DXNB M%IMK8.R=AJ\-A$Y1BNOQ#5B#L1^'%T/77+ M+?')64C?F[+'RL;IRGR2W4R,2Q4CF-NNX-$A`4_GY+YN&(*W^4203.0H@5=0 M#=QT>Q223W>9F35HPL4;=P+:M+I[NGA@$<0&8=C5&7RH/4/)QW6W>EEI+R8I MX7R5R@[9'YWM[7F/ZQ.6Y(7L9F#'BBZ6E/L- M8LT2_@K!!2S9-Y&2\/*-E&H#GPN;:WO+=[2Z19+: M12K*>(*D:$&N?BLKD<'D[?,X>>2VRMK,DL,L;%7CDC8,CHPXAE8`@USB.:7' M25XI']JEFRL*SBG M.UM3MW0^V\9N?O)LQV%7V2QSB#IJ[&0:2:+8H`9$Z;Y;[0*&]N5.D6=D2ZFV M],1X#J98]2.#CE#HH/$\R^OH.`Y&;3B36N7Y3/H]8Q18OK9B(76^EF7'Y`KQ M5AX;-9S,`/590DD#.>#`VZ<"HYK3^3U6H>HJ?-?`(3OC9Y`+'3!1S7W.K)]@ M/0!]I=MMVC,72@>G4!^ZI%R7T_PLP'J;'&^S;J1QQC>$K[A,R)]!B/AJX'D- MR4F/\TNVT4Z17*W\+^Z&QUVRC[(B'X*H?56&G+'9ZY7JRFLM9)V>AX:O)-U_ MEG"LY*2#=C$IH.>]/Y=8[]=,"G[B]AA`>H=,JVJ&0A%&K,=`.W77N^&O0]F+ MZPQF(NLEE2!B[>VEEF)',!%&C-)JNAYAR`ZC0Z]FE=%+A5PLU+PHU'#Z^U_# M,E[0Z9,W6Q=A.&S=6RWBSG;-_O-V[E1;(O20*+U,WW=']019H=.@"J9512W. MU-JV&U\>L$"JU^R@RRZ#F=M!J`=`1&"/43L`XG5RS'S'==NNV\^O&])]R[EG MD7%+(RV5FK,(+2`,?#5(^8KXI4CQI?C2-Q)Y0JKN+F4U"5?BDHV.F8]]$3$> MRE8J3:.&$E&235!]'R#%VD9!TR?,G2:K9VT5T611KJ22H<*3WD$Z#6O M3#Y5NJ=]UAZ&X7>.8'_3OAO:W1[>>>U]-J[OB4"ZO\;=VKD= MXLIHI4)]W^/,->W0`:Z`:65/FZ%8C5VXF,*D4O^%(H8$?E&KDQNI@)G1;]Z-S@HW=LW:1%VSE!0 M/0Z*Z"A3E'Z2B&>-3)XR_P`+DKC#Y6)X,I:3R0S1.-'CEBD& MMDT$\=S`EQ"0T,B!E(["&&H(]\&OU9P:^M;2\3;6G";!=U]R8Q4+;&':H"'Z M/WI%>[(-/CVRQY M[F('T!K$:RX^<,W^"ETC;3WG\(GW`3W5)3GH> MJF%,4IBE5-^<'GWV&CL64HO#!I78JCU=](13W:EOKZ-@EKQ(LW(MCR-4@WZO MW7"U3N1.+91X@X>/DSD5,1KZI#`N\>I>4AR2Y'*6\=Q!8V\O@);P2+SQFXD362 M2:6,HY1&C$(/(W._-RY"\;_G"V=M7=-2T+RLC*O)ALZ>BJI0ME5.'2K+R+M\ MNJHSBXBWQ2;XT/(1EADE&S1JNR0:KM72H>Z5=-3N;_O9O4S)7&1BQ6?Y9DGD M"+*%"NKN0JAE0!"I)`U`4KKJ2P[.K\T7D!VKL[8EYU%Z/S7<8Q-O)<7EC M%GZYIF]5_9^[Y,VJE5U@^LL`*0J?N?KZ@)>G7X_1U M#Z?J^K+X@\PK4OCK\QLI0U@:RPA3E5(8GH/40'H'H/U_LA\!S\'53J*E+#Y` M3Q^&Y&AK6"SPYF+D_0G0AC"`AT'H4P?$/]T'KG,X3Q?LA668>_DQE\"#]98_ M,/I_1W5<._#TZ`F-7\3KQMR=;%9J\@=BGEZTCZ>ZM1Z"T6JT8_<%$PG14>6I M2;]LABAW-BI*AU*J&:[/-!N.WRN^8<);'F&,M>20]PEE/B,H]Z/PM?=U':#6 MU/R[8>>PV)^%+A>4Y&X,R#O\,*L:D^^58CTJ0>^I]LK54]TQ2F*4Q2N6CRB_ MK$>1?]-/;W\N=AS9_MC^KG'_`(EA^]EJNUS^4K?=O[Y74NS6!5B:8I3%*8I3 M%*HK^;CE8'(?F#,T:LV!25UGQ];+ZZ@D$#_\DKWFNFHT\5N/ID!',.#*B$$C2O0;Y M!NCWYM.B<.XLK;"'=>Y7%Y*3^Z"TTTL8F]`\(MT&X(;B-%W/X_>>K4_'; M2NM-)TOA_.(U_7%2BJX@NAMN+:#*OVZ(*S=A=(!KQ;MD;)-K.'[D1.<3.')Q M$1Z]<[W"=4Q@\3;XJ#&(4AC"EO:2O,W:[D>SG0NY9R-3H3I4%=1_DZMY]3-] MY7?F=WK;-DLI>R3D''2-X:,=(H5/M@]2&()$G`>HB\*S#_\`,I5'^:/8_P". M2,_^&^=I^>B7^:U_RH_R:L)_\K#.?Z9VG^;9/Y;3_P"92J/\T>Q_QR1G_P`- M\?GHE_FM?\J/\FI_Y6&<_P!,[3_-LG\MJ&7R3\WM<<\MC4C;%9TK,ZCNT)6' M%/M[M[>&EM8VV&9/AD*HJ1HVK%>^[I2%5D)!)9@ MS.`N+M;FV5+5K=[>5DY+@%FGFYXY0D+*@"\CK(W$R'36/B=OV4XO%2SUFZ<6O5OI=FNGETR1MD[)T MBD8)@/KV.63DAP_(;+DVEU!?6L5[;'FMIHU=#Z5(V84#:XV`4P`)34B MUE,`_`0&!?@(#^00S@Y3CC+@'L\"3^X-9!M,Z;JQA';^$+?[L!) MZM[I)[3N/)??LU9^S(:CJF*565_$GHD-0.*+@0#O2N&U42FZ>H$7A:4,?TIL;`_,EN1^F:C5\"7]8/7?]5> MS?\`HUCF%=-ORTLO^.^T2U:GY1;_`&:[G\<6/]V]7E,M57G[KQNQ:NK=]?7J MEH.BL5K?3;/5T7QP,)&:L_"/HE-T8"`)Q*W.[`X]`$>@>F<#*V;9'%W./5@K M3V\D8)[`70KK\&NM=WMG+)@=QX_.2(9([*^@G*#3UA#*LA7CP]8+IQX<:YAD MO$R$#+2D'+-CLY6&D7L3)M%.GN-9". MVV2LH))(V'8R.H96'N%2"*OY>(+=I-X<`M&/5E4CS6LX932D\DD) M!^65UD5"#KI%>P"B"[FB_=+D_<'<)EQ$>O7N&U/3C*_A7:L`8ZS6Q,#<-/W, M`H!_Q31ZGTZUYQ?.KL)M@>8[<-N@(L>PH'2[F=6[BK2,5;CIVKH>/97J#\NNV\CLCH-M;;V>0V^3M,);F=' M]5H7=/%>-]?BM$7*/Z"I]%79?%;QED.*O"O5]#LL*Y@-A6G[QV=LN,>E!-^S MM]Q%N=*-D$`_XK(P%581D:X3$1$BS(W7UZ@%F.GV%EP>V88;E"EY,S2R*==0 M7T"@@Z%2(U0,IXAN;6M"WF]ZKVW6#KOE]QXJ=;G;5H4L;%UU*-;6VHYT)[4F MG:>=#P!64'W:D4S-JK+3%*AB\]7]7M9_R;0UCT_YWG MY.O_`&E;3\4W_P!K6JBO`_\`\;W#W^D_H?\`E0J^07MC\I<=]W6_VU*W2>8C M^H+>_P#^)9;[PGKI#Y<>O+E7^3&*0ICG,!2D*)C&,/0"E*'43"(^@``!CLXG MLK^@%B%7BQ->:20@=@+N7(&O=J>%>K3I?M"+8'3 MC!;*A&@Q>*MK9N.NKQ0HLC$]A+R!F)'`DG2KBOX?V)8QW`<[QH0"KS^[MC2T MF8/BH]1CZG!)G-^4(Z%;E_8+EA.D/Y,S?=S_`&J&M(/RC][<77F-,$Q)CML# M91Q^XA:>8Z>YSRN??)J;S)4JA%,4IBE4U_Q%>MPKW*C4VS&Z?MM-D:;2B'0^ MR!07GJ!9Y=!ZX]\!_=3?<=EC$Q*(=2`D`]1`P`6M_5NR%ON..[12%N+926[F M=&9#\(01Z^^*WB_)C;I.2Z19K:DIUEQ><,J\>R*\@C*C3N^NP3MKKH>8\-02 M="/$K9'E7\B?%U\R740,_N\G6W`)G$@+,[53[)7'2"H?!1,Z4F(]HA^D`"'0 M0`0Q+9ET]INNPEC^,;E$^"4^&?G.?@JQGG.Q=OEO+)NV"X4,(K".==>Y[>Y@ MF4CT'5--?=T[":Z#^6]KS75&MY@?7QO\H/\`JW3?[&T*,(?V2C_:AVE]UW/WC=51SXF$*KRHXSI'`!(IR!TR0P"'4!*?8U;*8!#Z0 M$!RMF$`.9M`>SVJ+^[6O0!UE8IT@W6Z_&&V\F?F64]=+7+H5Y6:8I3%*HY>? M-`$O(',*!\7.I-:+F_*)6TLV]?\`QOVV8^AC*M39.=:A*8I3%*8I6+]VZ?I'(+3^S]&[)8*2="VW1+1KRVM&Z MB:#T8.UP[N&?.(QTJBX*PEV23OWV;D"&.V=)IJE^T0,YF/OKC&7T.1M#I;;,7>W M@5VSO"VBW';+ZQ"-DY)O;4#L2&'X1ANW15T6**2.(*`@UO1T1W&^X-AP17#! MKRPC->-2[7W:Q/NZM8H2QL0*=U"2;.223.(@186JY M%3-U!#U!)P0HD-]/:8ZIT8>Z*FFCWJ$DP92+4W>U MD&C9ZV/_`(2#I$BZ)O3K^DFH`Y["<-E;/.X>TSF/;FL+RVBGB;TQS(LB'X58 M&M;%W;2V5U)9SC2>*1D8>AE)4CYHK]>=E7'K%6]:99MCZ1W'KVE3Q:KQDE0AU8=H/<00/5-T=WSMSJ-TSPV[-K3Q3XNXL(00AU\&5(U2:W<= MJ202!HW0@:%=1JI!.UO"C1]UY#JPN,NJ@U8\1P'IKJNOF_\``]-.D.>W3N!XA;ICIXHHG95]HN)HGCAMT#?&:5SH M0`Q"!W(*JU=(_+GUY<*T(YR\N%-`59"@ZX78O]_;#BWP51!RDNZC];UY9O)L MUMNVM((B5C5F,/)M/9AXEV*`V*5+\N0Q&C>2=LI"Z<[#O=]9M;1`4QD9!FDT MX*/UO:/68:Z:?..E15UAZKX/I%M"7<64TER#`I:VX8![B;AP'>$34-*^A"+Z M695->8E?*RCQ9JOI:8=JKOI"2G;#).YNQ6":E7B\G-V&Q33]15[,3\_+NUGC MYTJ85'#E8YS>ILV4;?L+'!8V'%8Q!'90(%51IV#O.@'$]_"M#&_]R9[?FY;S M=FY93-FKR4N[=B@=BHBZD+&B@*BC@J@#C6%+C`@`*'`GJ'4!``^CZ?\`9](9 MEL3ZCA6%6D[12FM8[-%=IE`[?3UZ=?AU]/AT_P@#]O.0PU%9]A+[E8`GA MK^C]6O\`O'WBG:N7.^:1I:I%!N,\]&0M4V8>U"KT>'507LUE7$2*`)F3-0J+ M9,0Z.'Z[=#J7W0,&&;ZWM8]/]K76XK[B8UY8D[Y)G!$<8]\^LQ^E16;NJR72 MK8M[U1W;9;=LQI`S"2X?73P[>,CQ7UX^MH0B#0ZNZ`\"2+\6N->U'4U!IVLJ M%$(P5,H5;B*I68E$QU`90\(R18LR*N%3'7>.CI(@===4QUG"QC**&,[DL>'8!J=`!P`T```K`[3Q/:>->TSKZYM,4IBE,4KEH\HOZQ'D7_`$T]O?RYV'-G M^V/ZN30<,9E*/B"2<@J@8IA!Y\HH?[/V3P5TTVY;9W-- M)D(EEQMK%S,K`,C.QY8U=6!YAISO^V0:Z@D';;\H'UAO.E72O';!V7<&PSN: MF"!H)&CFM["S",_A%"'C+R>!"K@CZV)E''BMM_\`56XP?S<-"_Q/Z]_@[D^? MT0VE_->._P`FA^HK3%^=[JQ_I1N+_.5Y_#4_56XP?S<-"_Q/Z]_@[C^B&TOY MKQW^30_44_.]U8_THW%_G*\_AJ?JK<8/YN&A?XG]>_P=Q_1#:7\UX[_)H?J* M?G>ZL?Z4;B_SE>?PU8QW5P2XS[^NI(9XT<&2 M&1'E92LB8<0*YV]TJH95"2.6&1H9E*3(2&4\"I'`@^Z#P->FK`9JPW)@K+ M<6+;GQE_:0W$+?KHIHUDC/#AQ5@:NA^!CE(CN7BDOI.P3;F0O_':4""30D%/ M==+ZQL*KI_1G#=D;[%ZQ#?>-MUBVWN:+QM4&BB^A"I=@C M316E!BN"?IWED;M#5.;DK5K]IBE>'V<P02?W!K(-I`MNK&*.TY"V^W)7,!RE=>L\=E=+CBB8#<6^-9BB`E M-H'3ABB'P$!UW7!`0_((9<+:/Y)XO\76WVE*\JO6#AU:W2#_`*1Y+[\FK/V9 M#4=4Q2JS?XDW_NXXK?\`7?9W_0-2R"^L_P`?&>]<_P#P];5_DL_RJW?^+['[ M=<5&7X%5"D\A-8*(@`JZOV6JZ([!E[`_\HP_3J\QEJJ\_-,4JI[Y;/#_LR2V;9^3/%"E+7>#ODB>; MV/J6IM/4/H>''0E77B%;0Z:G56[*N'YC?+=LOS-;1MF: MY2VW';1&3'9&$)*G+*%;DDY3]?M90`P"."I(DC;BRO9@J/G^X'3U=)*V(=NT M>;*B(N*M*T()AY[Y3"4R;*3K4M+0SA$_3N3.LLV,8@AW$(;J4)G@ZN;;>$O/ M%=QS!1JO*C:GO"L'&NGI8)KZ*U59GY.'S$X[)FSQ@PN0L.;U9X[SPUT[BR3Q MQRJ>XA5<`]A8:$Z(5%PT4C MY@*G5*VI/H51NX:.C&7FW3SW8]N;N*5LMT72Q/Q"8W'O%+%:B4QVBW M*L'C]HN)A$;@JR@+:Q1E9GX%I4UC?+OC'\)2FJ9^L<@^7S:*E+S$"QGJ)I5! M9K+Q%.FT5%%FLWL%ZC\Q&3UABSE169L6BBK%HN`**JKJ%*1'L]E=,Y()DRVY M%7F4\T<&NO'N,W#3AVA`2.SG/QDK#/-AY]AO+'7?37HLTT.W9N>&[R9#1RW4 M1`#16:G1X8)!S+)+(%EE0\JI&A8O9/R;:U:TQ2F*5##YZA`/'O9_R[0UB`?E M'[V@6]]/]$LO]X7%=(G+CUY< MJ_@Y0*Z;.&QA$I7""J!C!\2E53,F(A^4`-GY9>92OI&E?2*0Q2K*.)5@?F'6 MN7?:JU*4RT62GSB/R\U5)^8K4NW]?W"4@I%Q%R"/KT']R=M3E]?7TRD,B/'( MT<@*R*2"#P((X$'WJ];&$RMIG<-:9NP/-8WEK%/&?3'*BR(>&O:K"KB_X=6W M!+)&LO+5Y%.,#%F@JL,=S M.A3+U*@SJM-LMA<+K&'[*:10C0+U'XF,`!]H0`8UV7:M>;KL(DXD7*O\$7UP M_.0U=GSH96#$>6/=D\[!?%LHH%U[VN+J"$`>D^OK[P)/`$UT&LMY7FQJ-7S` MB`>-[E`(^G_LW3`_..T:,`?MB.8%U._(B\_;6_WS#5IO)0-?-%M+[KN?O&ZJ MCKQ+,4G*KC,MB(C^0`#*VX3AFK0GL]JB_NUKT`=9@6 MZ/[K5>).V\F/_P"%/72TRY]>5FF*4Q2J/?GZ_P#'\[_U-ZV_X=@RKG4_\L+C M_!Q?:UK?W\G#_LX)^/+[Z$-;L?AIU@++5A/S#+^K4!_*HQL;;9$OTH?+#X2,(@FS>Y[A+3;%A;S7=Y.Q"K#:6L3W%S*S'0`1P1R,23H M--:^L%O<7DZ6EHO/=RNJ(OI=B%4?"2!6A+7;.WS-FYI;9-H=2ID$ADW,?,24 M))XU_?\`TL;/_P#Y"N?_`.Y)?_TO.@_UL/,Q_IWN MG_.-S_"5S/S?[&_FC'?8(_J:CBN=9M?'#R.PECNC[VZ+Y'-"-;)7)!1-`IG_ M`""X_.G2Z>4FM+V-C(%D'`@J_.!6OVQ;)]NS3S$]*NH75+Y,?8_6 M#>,UYFNIVT[^6^O;JZFFGNA@,_*W@GF?F9XXG7&'DX+!$99057Q"\+[0W#AL M-UIR>W<5'%;X6[1842-51/:;91S\%``)/C+J.+$+Z!6[N:2*LO3%*E+XRVE2 MR:KC&SEQ\P]K+IS7U1,;JJ5JV[',64Q>HB":,C2M@\O742TQ2HQN5GB(X4\O;\;:]^I=DI6T7:"3: M?O.I;.K2I"X)-Q'Y9:YPAV-2=TVZS]4ND-X][TXS=[BVE.L MD:%9+>0]S26LZRVTC#30,\3,!P!`K//$G@GQLX3UZ5AM%4D\=*6)0%+1>K+( MK6:_60I/:%%E(61\4%6D(V.B"B48Q39QB*PG5(W*JHH<_"L\5A\8@BQ-G;VL M0&FD:GF(.FO-(Y>5^P?NDC=G"N)U"ZL=2>JV3_"W4/,WV5N@=565](8NW]QM MHPEO!KJ=1#$@.O'6O7XT:Y+:7L6XMETLLFG5-8:^CG"#:1NMS>-UW2 M3=5XX,",/6(".:KR[GU5'I/$@:D5Z9%*S38HE9PT25TX*P9I ME`ZKARHX=+WTV5A,;M;%QXK'KH@'K-PYF;O)/?Q)^;6GCK+OK.]3MR29_+L5 MMUU6W@!)2"+7U47N+'MD?0%WX\!H!XZ1;=O40^KX_'H/Y?\`9\,E&QGUX&JV MY6T"^NM8RL\>59(Y^WXE$#?#KU`/K_*&9-:R<-#6#7GJX^E95 MK$1+)Q(2DH_;1L8P:)'7=/I!\NFV8LVJ).XZSATY5*F0A0$3&,``'4<[":Y@ MM;9[JY98[>-"[LQT"JH)9B>X`#4GT"LFV]#>Y._M\?CT::^GE2*-%&K-([!4 M51WEB>4>Z:M9>.3A1'\2-3?/V-FBING9#9A*[$>F%DZ&O)$!1>+H<6\:@H46 M4$FX_P`\.FLLF[D?<4*_ESL.;/]L?U5Q]F[^K?&>M/F3BFZ(9DEK.JQH`J:=JL)`>W0;Q_DW>CHVKTZN^J^5C=QHXX674'4V%_%?QA4XJ<+]74N7(B%VNC4^UM@&3;BW.A9;TV9OV M\*N4P>X=S5JXDPBUC"8Q5%V:AR="&*4)5="`0 M50*&'ZX-H=#6M'S=]65ZP]=,OG[,M^`;%_P?9@MS:P6C,AE'JS4Q2F*4Q2J4GGTXS.-4,)#M65(Y"P*,DY<,4P113V54F M[2'MZ+ELF4$D7$M%FC9$ROH+MRY0\C]SZ`WG+=0#[KT[LV1ZB/0 M`^2I4VYZB/T`'M9TFY25VYD&4Z$64_VIJS7IM;F\ZBX"T`U,N:L4T]/-=1+I M\^N97E-Z]75=)SA4[,_X;<2WQAZF><9M#NC#]9G&K*JJ8?VSY<7:PY=L8X>B MPM_M25Y9NN\`MNN&\K8V M\?RPY>7_`(&^Q[_-O(H_WRKWF6IKST4Q2M.^9/.+17""@$N.W9TZD[,MY']X M6NX4"N;A?I"-,R([:PS8_:V9L&!I%`SM\[.BU;$.`=QE3I)*8QN?=>,VM:"> M]):Y<'PXE^,Y&FO'31%&H+,W=P4,VBF;.A_0'J%U]W(<%LJW'L,#)[7>2^K; M6:/SW@$"3TQ/2C*M*F?R3E4Z+5%NJ5@T:"Y#MA7%V=[U0W$] MYD1'!8P*"_A*H8*Q`6/G*\SLW(3SR:\NCAL@P7`+@_74&*$;Q' MXZ",8WK[DW=[O>FY])'9BJ9*[B3 M5B20$BE157CP10$4:!5``K8JGZ\H&O&9XZ@4:GT>/5[/=84^LPM99J>T':EW MM85DR0/[91Z%ZE]`^&=I98S&XQ2F.MX+=&[1'&L8/OA0-:C'-;DW%N2<76XK M^]O[D:Z/W1I68\>_C7L,YU=+3%*8I3%*A3\^S@J/C^DDS"`"[V_K5 MN0/\(Q3S;H0#\O8V$?S9%75\Z;:@^[D^U35?#Y.6(R>9&%AV)A;YOG1K_P"M M503AR\^[N7?%>0#T^0Y'Z.>=>O3I\KLZKK]?S>WD#8&409RSG/8EU$WS)%-; MK>N4'M717=]K_P`)MC*+_;6,X_3KI3Y9CCK.:&YR[.FUV:9*A MO-\ON*FR"`![3HUE7,:XLERE#M1D8VYD>B=/J(BW605'I[H`%3M_8B7$;IN5 M?4Q7+FX0^D2LS-[W*_.NG;H`=`"*]%7D7ZG8_J)Y?L5CHW)S>WHQC;E#VJ(1 M_%F'I1[8Q@']>DB_25MO^'KY((Z^Y#WWCQ..6K>%WM6T)BMJN5TD3EO^NT9% M\WC6H*]@*#.522DC'*!A.95@B4I1ZB(9!TGS"V&>?&R:".]C`!_OD7,R<==` M"K2#LXL5%0Q\I9TNDW)TUQO4S'H[7VW[HQ3A02/8[PHID;3L\*X2$`Z:`3.2 M1H*N299&M'E,4IBE4OOQ#>UBV[EY1-8-%R*L=1:DB_GD2J&,=M:+_*/;#(D. MGU]M+W*RVA3AZ=P@;J(B':`5JZL9`76YQ9H3RVL"(1W!WUD)'OHZ:^\/16]3 MY,_9YPW1?([MF4B?-9E^0Z`"J/#>.SB8_3,P>69D/!0('()*D6H:22)&^-3DB8RA2 M*O4]5QJ!1'H*IWFZM\PZ>^)XC^E5N/(I: MFZ\U&UAIZB-?N?D?[KE'OFJ-F@Y/[EWKI:9[NS[IVUKB3[^O3M^0N,, MZ[NO4.G3VLJ[;3-;W$=PGQT=6'O@@CZ%>@3J1;>V]/,]9D:B7"WJ:>GFMI1I M\.M=-S+NUY0Z8I3%*HZ^?54%/(#)E#XHZAUJD;]D4YI;^TJ&5;ZFMKO&Y'H2 M(?\`)(?TZW^_)R*5\M\1].;OC]J'Z5;D?AKE1"ZP61W1G[';6'0 MRY;(WD-M`@[7EGD6*-?[)W`^&N/>74%C:2WUTW+;0QL[MZ%0%F/P`$U^SS>Z M<=)\+J9R4IK(9'8GCVV9KODE6(TB)REM=+J;AO5=K4J3?-Q!S%UV4H,PO)NU M4BF-WPR)1`""8P>RC"]-\/NOIG?]`,I*T&W,_M:;`O-&%YH!)9FWAN(E8%#) M"P5HPPY0VATX"M;2YZZL]Q)NF(:W<5\+K0G@2)."95)`)`DC8`D`D#70=E;(<=?09.P@R-J=;:X MB213Z5=0P^<:^[F/US*VWXA6=&,NDW6G"PIA9HE-5D0QA[%I&$.LY!$I>O0% M#1SER?KT]02_8S:W\D_U(M-O]5\YTXR$QC&X,:DULI/JO M3@-2L)U/`57WS"X22]VY:YJ%=397!5SWB.8!=3[GB+&OOM[]2+YO[JGM,4IB ME,4JMGY(F>U^/',_]8W;D;79_B9N>'UOIRF;E^;=C8N-U_.U.T9ZMML4X=NF MT3J79UHCG$L6Q-$&K=.>DTVLLJ":4>H6P_1_-85+0XCE"9C5V8Z?NB:CU@W[ M$:`KVZ+S#AS:5J\QFP<_NG!IF55`YFF4:``DZH-$`; MX_DY5OT$_0H=#!W?#ITZ]0']CM-^UZ98^PF[./9^CZ%:U7@'K`CC6/)A$#MU2_X/VOVN@CF7 M6K<14:9%-![H->:TWN/]77>-,VV:KQ%N;UE\J+V'EFQ%A,Q?(J,GCR'6/Z1U MA8-UC*LG(=?;7*'<`D$Q1Z??VTOZ<[1N]M+<2VLDZCE=#IZRGF59!]-$Q&CK MWKKIQ`J3NA'4A.EG4*PWE-:0WMM;LRR1NH+".0`045R`83)N6+]J?\`=64G'.B'0.E$F[9ND0.ICG,4I0]1'/G--%;Q--. MRI"HU9F("@#M))T`'NFOO;6MS>W"6EG&\MU(P5$12SLQ[%55!+$]P`)-:0\K M?(/QSXPZ;N>QW&SM=7&UQ<2[3I&NH"ZP\MO4[JSOFQVM#B541G":^%%SR[[K=VW'+/F[V1:+PTG>&T_<%9%N@1](N(YX MFJL5P!"JK>PT:YC,Y/,28S(#*3RZL3R\QT4%B>P M$UZ%=_8+.8+HGE=L=,(6.?M=N3VN-C0JC"1+5H;<(3RH)%T4IKRKS@:Z"NAQ M$/,ZT1>06]M-2S)5)-1%Q%[-I+UN=)0A3)&(HUFU"=IB"`A^3+<)NC;+@ M>'D;$CW)XOJZ\T%[TSZD8^9H,AM_-PSJ3S+)8W2,"#H=0T0/;692'(H0BB9R MJ)J%*H"'H(9W@(8:CB#6$,K*Q5@0P.A![0:_UG M]K^4Q2O,V6ZTVF)-5[A;:S5$'IU4V2UEGHJ"2=J(%(=9-JI*.FI'!T2*%$P$ M$1*`@(_'.'>9''XY5?(3PP*QX&1U0'3MTYB-=//"V=U>2(`6$ M$4DI4'L+"-6(!T.FO;I4#OG8V!QBV;PO,T;;FUM.;1I^S*;8=:UNJV^N62Q3 M,@Z5=5VSQSAA#/9!^Q@D:?,O7ZZZA4F_S3!L0Q_<.D0\3]3LIMK)X%5M[VVE MR44ZF-8W21SJ"'!Y"Q1.7UBQT4LB+KS,H.PWY/7;O5?:W799WP>4@VC>XJZA MOIY[::&"-%"S0.'D1$:4W,442*"S\DLK`:UD\%6\+P)'*P^(%\2'D M*EF$FDN<5/0<[%(3T',Q,S!N4UE6TS%2+.1BG"3=51!=1"1:++,U4T%D3D.) M3B!3$$!Z"`Y),%S;74`N;:1)+9@='5@RG0Z'1@2#H00>/:*IC=X^_P`?>-C[ M^":"_0@-%(C)("0"`48!@2""`1Q!!';6D?D&WAK2D\,.4PO=A4YG,RNB-HU6 M!COWSPX2SZQVVG2]:@F42VDC5`ZERTBE``H.I(+:GAP`)/`&IZ\MVP=TY[KGM%8,;>R646X;">5_` ME\-8;>YCGE9WY>55$<;:DD#YHKG=Y4^O3370*\7G('6=^X*<9T4;Y5$YVI:R M@MQCMTD^0%=M#I+HB)`*JW634((D,43'7AL+S+3 M7L4JPNT-BC@JX.A!&A!]T5_3/[7YJKQ^)5DT MTX7A]#=Q15=2F\9,2`;[14V#35#4IC%`>H%4-)"`"/Q[1Z?`<@OK.H,F,;O` MN1\WV?\`4K;7\E?:,V1WM?Z>HD.*CU]UVR#\/C[X]-0U>)38-=UAY#>-] MMMLS'5^NEG+G7Y"6EWK>.C&A[CK.ZU&,.^?.U4&S5`9B;;AWJ'*4HB`B.1WL MC(6V+W59WEVP2W$C*6)`"^(C1@L3P`!<$D\`.)J\?G/VUD]V>6C=&'PT$ESD MO`M9DCC5GD86U]:W$G(J@LQ\.)^`&NFM=`6+L,!.)$7A9R(F$50[DEHN292" M2@=.[J11HLL0X=H=?0?AEL8+JVN5Y[:2.1#WJP8?-!->;Z[QN1L'*7T$T+CM M$B,A'OA@-*^OGWKA52;_`!!BEN4YQPP3B$BE64-*4MO255P<_=CED$K9G,XI M'B<1:_,DGG*Q'`)]#@!4^\/4@C6'JF;D[ND\<:1B"(1GTIH2=/<\0R#W]:WS M_)K+A%Z`W'L#1'+MGKDW0'+XBMX<`A#Z>MRF)04YN'%^7L.FFGC[\AVQO'[< MKO/4^HP%_K>QXJ%C;?4I^0DH@KA6N.W[J#E8N6COF`823`LN\1`RK5TF9)T< M.P#=I@Z#:^ZLCM6[>YL@CQ2J%='UY2`=0PY2-&7B`3J-&8^$/O&M\N.'G%X7;^LU=HLPY MNNE+C9':47'I[/C8AO4',NX]&S%"[0(&U`_9,B+Z2*KSU1\@77;IOB;G<-FECGL':H M9'-@\C7"QCXSFUEBCD;E[66`SD+ZW8&TF/R3*I!7Y'T@PC&YG4D]:1[4H@4S ME\Y1:-RF$!$`,LN=-,!$`'Z?HSYR2Q0H9)F5$'>2`/FFOM!;7%U((;6-Y)3] M*JEC\P`FJ\WX@K>6L7?%"A:L@[U5IV[VC=-?GB5R$FX^6DF]8JU8N!9>:>(Q MZ[CY)HA+RT>W**W8*IUQ]L#>VIVPSU:RV*O,/;6-K<12W8NQ)RHP8A5BE0EN M4D+QD&FNG-QTUY6TV6?)L[`W7%UDR&[K_'W=O@+3`S1&>6)XT,]Q/;>'$K.! MS,T<+G MZ>O8DW:&,/Y`R"[>46\Z3G4A'#<.W@=>%;C>H>)N<]L#.8.S4O>7N'O8(U': MSS6TD:@>Z68"NE;`[)UU:DFKBL7ZE61!\FDLR6@;3!3"3Q)Y2=:\KF0VQN7$.\>6QU]:R1 MDAA+!+&5(.A#!T4@@\"#V&O:YV%='4=ODLX)PO.S03BG,UHR"VO273FUZHMC MUDBK[,V1@X1=U"3?`*;MG5[D3VD79B&,5!=%NZ%)86Q4S85OC:B[IQ?APE4R MW]36UG()(.@^7? MP\_7I(CN-E(UZV44:23`[IH55L\:JJM72/0Z2ATS`8:M7$%WC;QK>8/#?P2: M'N9'4Z@@C4:@@,K#4'@RD@@UZ'L5F-C]8=B>VXF>WRNRLS9,A*\5DBFCY7C= M6`:-PK%7CD59(V]5E5AI5XWQ\>4;2O->G1,1+S5?UWR#8,FJ5OUA)/DHM*7D M3J*H&EM:&E7ZSJSP+H4RG,@0ZKZ/,J5)?[S)^4K??07.37=I!V7&>%FX<1S=5NV2>KUVN'50_SJ7=(@U;D]"^ZN=%!7%-S[PQ.V+9FN M'63(\OJ0*PYV)["PX\B=[.1V:\H9M%,\="/+QU`Z^;HBPVV;:2+`JZF[R$B$ M6]M#S`.W,Q433`'ZW;QL9'/;R1AY$IY\8N(7(CRL\F+MLN<&6A*7:+R_M^WM MMR"#MQ$0+69DEG)JO3E9(12FYMFQ*#*-CDE!28-44O=]I!,H#73!X+,[XS$D MFNO/)S3S$>JG,=3PUXL=?4C!U(TXJH+#=OU8ZU],_)WTIL-I8WP;C/VF/2VQ MV.0J))6C0#VBZ"<8HG)KSY;MW5G-[[FOMW;DG>XS>0N7GF=F9M M6=B>5>8DA$&B1IKHB*J+HJ@5[5V\9L$#NGSMLR;)]/<<.UTFR!.OP[UEC$3+ MU_*.Q5!8GW@-34$7GGWCK5'A&XUW M&7NM2MMOVSZ,S8UV%G8V4DU(ZO.7EGDY!XR8NEUVT6S-$HD,LH4"?,+(DZ]Q M@R(NJF;Q\N`CL+.XADN9+E2R(ZLW(JN2Q`)T`?D''O/S-A7R=NP=TR=?4W+= M8^[APV.Q-V[S2Q/'&'F58(T5G4!G;Q&(53KR*[=@-4O(Y\O%R#"3:F$CF.>- M7S8X")1(NT7(X1,!@]0$JB8#URO@.AUK>Q>6L5[:2VC;%%L)>+/'66%=++-))LDZ;=Z#=ZHJFO[:H`=,0[B M'`2B`"`Y4'.[(W=MK(7&, MS>-OK>ZMI7CD#P2J`R,5;BR`$:C@>PC0C@:R9G;5BU,4JB_YY'1''D-N213= MQF.M]7M5`_P#GKWSH%_.F\*/Y\JIU((.];W3N\'[1%7H*^3MB:/RT63D<'RM M^P]T>-R_14UL=^';VE2*1N[?]4MUIKU8>777-5?5\;!,Q\,26R.TGD='' MD7#9-[(@A9"K`@F)E123.<"]I#B'<]*,E9V&=GCO98XDEM3RL[*H+*Z>J"Q` M+$$D`<=%)TT!TB[Y3;:6>SVPMMYC#6ES=06&3N$F\&)Y?#6X@4J[\@8JFL!7 MF;1>8JNNK`&X,SD8^13!:/?,WR0@!@59N4728E-U[3`=`YRB!NGH/7URQ\@S2W5F*S7QX@%9_;=4*5+W&\ M0X7GWA^G4$$HI`ZS94WH/QDS($#X?:.&7.^3_P!CW.]_-3MKPXQ)8XB2;)3D MC4(EI$QA?L/'VM[=5]#,#J-*C+K!EH\3T_OBS:2W"K`@])E8!A]C$A]X5*'; M*K7+U5K+2+A#,+%4KC7YFJVFORB(.8R=KEACG,1-PTBW-]E=A)QCQ5!8@^AT MSB'TYZC(9I;>9+B%BLR,&4CM#*=01[Q&M4'(!&A[#55G@"C;-9TO;'#[9;YT MMLCA7N2WZ/61E3.!F'VJ@=GL>C+;VN0!0]:LFO)-!.&5Z%!2/8%``^SU'SZ? M*Y=([38WF7BZFX"T-OM;?N)BR?.JJL+92(^S95$"@:2F18+RYYM2TUZTG,>? M1;H]`-Q'*[-.&N'YKS&S&+0G4^"_KPGW@.9!IV!`*WXS5A4Z5ZJC64].M]BB[0B@%>MR"(@`&<-#G('7TZFR5.A_4:7I'U=V]U(16>/$ MY2&:5%^,]N3R7*+Q'K/;O(JZG34C7A70[IPJ[BV[>X0D`W-NZ*3V!]-48^XK MA2?>J9YNNBZ;H.FYRJH.44ET%2_HJ(K$*HFT MGC61&'8R.H96'N$$$5K=EBD@E:&4[>O49*3"\[*,G2Z#]>E5M.0B6#6$*HB4J#Q^#P7B9C' M!NB`D-D%[NZGY&TR4^*P2Q)%"QC,K#G8NIT8H">0*""OK*_-IS#0$5MI\N/R M>&!W5LVPWWUCN[^.;(P)<08^U>.(+;RHKPM"BF9KV*G71^FT.J%[>9&+%9]8V68K&DL:\K>(Q"KX@YN71B=.9% M7E.FJE267I_,]\G]A^G^R[WJ-TEO+R:QQT;3W=C=NLC+;(I,DMM,D:,QBTYW MBF!)CYV$O,@1[$FRM;43<6O[CJO9]6B;MKW8%>E*I<:I.("XBYV`F&JC208. MB%,FLG[B*@B15(Z:R*@%42.10I3!.]K=7%E<)=VCM'P\* MU6D`C0]AJK'?M77WQ];=@N,&V)J9N.B+TX=M.&_(&?.L]>R<6R25>../^[K( MX^4C6>X*@V4(WKKA-,J5LAD2J)@F^1<-0N!TWWU;;EM!%<%8\G'H)%UT&O'1 MU&I/(W^X;U3J"#5!_,?T4?&^+OC:D(_!C:FZA0:^&3I]=C55T"$ZF0:Z(?6' MJDA?O2OZ1OH#U_L"8?[>3_COB#]'<*UV9L#G;X?HFL=2@![*_P"4@C_8$,S2 MT)U%19DP.5O?K6B]@'>I\.@@?K^ST#\@YD$797!QW$_#6UGC\%+MZZ2$;%W1MU62!&.7*D@UF`#N$6:::Q2F,V*FI`7 M7SI4N^<)^',1&/Z4V,9Y>[QH02S0G@=6&K-#^R)4Z!]1?SRB]:9=@9K^B6=E M/]#LE,.T:^SW+:*LH.HTC?14F[@`LG#E;FMQD.10A5$S%.0Y2G(@AFN,@@Z'@16W`$$:CB#7^L_E?VF*4Q2F*5RT>47]8CR+_ M`*:>WOY<[#FS_;']7./_`!+#][+5=KG\I6^[?WRNI=FL"K$TQ2L.<@]-0W(; M2FR](V&6DX&%V;5)&J2,S#%:J2D:WD"E`7;)-\DNT.LD8@#VJ%$HAU#T^(=5 MG,5'G,3-BI7:-)ETY@`2-"&!T/;Q'$>CO%9MTWWQ?=--^8K?N,AAN+_$WB7" M1R\WANR'XK\A#:'W"#4);'\./Q23[?O/=O(5W_A?(/M;QW7_`&OS&OY7M_LY M&D/1W$+_`,XN[EOVH1?HAZOK<_*?]8W.MI@MM1C]DEZ_T+Q*^T;\.=PQ[>A= ML4[ONW>F_&GQ[?GSZ\D>GU=WR],B^[I^;.)+T=Q;'ZQ M>3JONJK?/'+]"NQMOE0.KJ#^-X#;DA_8B\3Z-T_Z=6!ZY"-ZU7H&N-%5EVL! M#1<(V7<=GS"S>*8H,455_:(FG[RB:`";M*4O<(]``,EJTMUM+6*T0DI%&J`G MM(4``GW>%:W>ON?\-K2%OU\N5&0UG*664C5:@WA%U9%2S-(AHZ2???3)X0A&Y8<@IBF M`#U.;KU].F%;OV7;[N:V>:=X7MA(!RJ&!$GAZZ@D<1X8TX]YX=E62\NGF6W- MY<+_`"M_MO'V.0DRL,$;BY,H""!I&4IX3IQ/B'777L&FG&HXT/PXG&`H_P"< M[UWTJ'T^P.O6P_EZ"I3W0!^T.8@G1S'`^O>S$>XBC],U:"3Y4'JVVOA;?VZO MOB\/_P`2*]"U_#F\-2%`'NV^3C@_3U,VM&JFA1'ZP*KJ!Z(?MYS5Z0;=T]>X MO2?<:,?1B-=7)\IWUT/[CA]J#]M;W[?0R*5^61_#E\0E2=(GGIU(VU=$&$`'_&#/G-T?P3+I;W-VK?LC&WS@B?1K[6WRGG6Q&UO,+M M>1?0D-\GSVOY*D3J?`&@5'@E(<#&-YN3BB2%=N5=4N[A*%"W$0N=VF;P\7*B MBP3AA.U?3)T"%%'H9`H=WVA$()JLF9\QNX\UYA(_,1<8^P7<,=U;3BU'B^S$VUK%:J-2YET9(@Y/-J'/# MAPJ-UC^'&XJ)]OWCN[D&ZZ?I?(O-<1X#^Q\Q0I/M_LYB,71W$@_7[NX;]J$7 MZ(:K17'RGW6%N%I@=M1C]DEZ_#X+M/T=U?<_^7.X8=/^]CD_W?7^^W5';_O? M]#?7^SG)_-!MS3]WO=?VT7\%7"_\SOKKS:_@?:?+Z/9\A_\`V5?&>_AQ^**G M=]W;LY#->OZ/SS_6TAT_9]C7T9W?V,X\W1W$-_S>[N5_;!&^@$KF6_RGW6-? M^=X+;4@]"I>I]&\>IA>)'&NN<1-`T?C]4K)/VR`HRMG58SMF!@28=_OHMLY; M7":Z<8W:LDTFCJ=.DD!"!^YD`1ZB(Y(FW<*FWL1%B8Y&E2(MZQ&A/,[/V`G3 M3FT[?=JDO67JED^L_47(=1\S:VUED<@(`\5OS^$O@6\5NI'.S,2RQ!F)/:3I MPK9'.[J+ZC6YZ>,S6//V=UI.;$V/L2ECK.,LD5',*:%:.S?)65W$.W;I;[[A M9%=%X4T0F03%.8AB`4.PHE$38-NW9$&[)X9YKF2'P49>4*K`ZD'7CH0>&AXD M$`:`:'6TWEV\UF[?+AC\K8;8Q>+OQE98)'>Z\?F0P+(JJ/"E0%?KA.A&H.O$ M@Z#2-+\.9P[!OVK;?Y+*.NG^73L>K4F_7_S8VIUE.G_VN8^O1_;_`"Z-<7A? MT@Q@?,\,GY]3VWRGG7#GU3#;5$7H,%^6_MAD`/\`GAQ'#A6&]4O/SU$ZL].LGTZSV$P<%EDXDC M>:`7(D0)+'*"@DGD776,#CKH#Z:FOR4:HA4*?E0Y;^-ZN5$^L.2M5@.26PHI MK+2%6U;4GJ@V>LRSI+Y%0TGL."=MUM5B_503*XZ.1D#I)%4!DX*0@9%._=Q; M*\(663B7(7\1/*D;Z&-N\/,C`Q@E1SH.9CHI:,C2KV^43HQYHLKFQNSI3=W. MU]N2M&EQD+A=+>>-3S@)9RJPO^0$E?4\(,Q4S1EC4"'$+PY;RYG@?:J*2/&K MC[8W\D\J4C>"O;O1#QT;4%:V,=:?/#L'H7ILYR=U]2;6-%N M5M>2TM5DT]8SS:W*PRG35H(DG*$\K^'V"1Q'\-76RE`''+Z<5/\`29'23!`H MC^0A]I.1#_?#F:'HN_=DQ_DW_P`P*J^_RI^8)^M[*M@ONY-S\\6(^A1?\-56 MS$$&O+Z<14Z>AU]),')`'Z.J:>TFIA#_`'08'1>37ULF-/N;_P"8-?V/Y4_+ MA@9=E6Q3O`RC@_--BVGS#6L>[/P[/(FD0CZ;TSM^A[I5CTUG`UN4@I'6-FD4 M4D3*`E#).):X5]U(**%[2I.)%H00]04$?LYTV6Z2YNRB:;&RQW:J->73PY#^ MU5BR'AZ9`3V`$U*^POE-^FN>R$=AOK!Y#!1R$#QXYDOX$)(&LI$5M,J=I+)# M(1I\734BOO,PLS7):2@+#$R<#.PSYS&3$)-,'47+Q,DR5,@\CY.-?)(/&#YH MN0Q%4E2$43.`@8`$.F14RLC%'!#J2"#P((.A!'<0>!'<:V3V&0L+,`F/WI1J:HF$ZI@+93I9G9,I@FQ M]RQ:YLF"ZGM,;ZF/4_L=&0#N55[]:\_OGZZ08OI?UJ.5V^JQ8+<=L;Y8E546 M&X\1H[J-`O#D9PLXX#1IF0#1`3L_SSX`:_Y]U;7U5V!>KM2&>O;%*V%BK32P MBAI):6C4HU9%^E-1S](!;D1`R)R``E[C@(&[@[>]W=L^#=B0+-/)"8"Y'*`0 MP?EUU!TXCE&AUX:G@=>$3>7CS&[D\N>8R68VYCL?D)\E;1PN+KQ?4$;F0%#$ MZ'B3ZP.NNBD::<8Z&?X(?IZ&4M>J5"]?RE+IQ(1#\^?4](-N=T][K^VB_@J^"_*=]=-?6P^TR/6^458J38R:";\^OG@&48.DG29#*-:=&&*!C M)``B`=0^(9PINC>, M+ISJ5)`-RXX`]AU]^K"&3)6MJF*5J!RTX+\<.:-;+#;KI"3V>CHUS'5;8D"J M6'V!3R.%?F?^1)TB2Q%VA'753Y)\B[8'.8PF0$QA',9W%M'"[FC'X1C(NE71 M)4/+(HXG37L902=%<,H))`#'6IJZ-^8'JAT*RIO]A9!H["657N+.4>)9W/*. M7Z["2-&Y?5\6)HY@``)`!I5>_<'X<3948](_X\\AZ?8&X*E53B]M1$W2Y*/[ M%#&(*-CIC*Z(2:Y``HE,,(CT`]6RC9/RH.U[N`VW4W;%Y;N5(,F.DBN4?4=\%TUL44\01X\O#T]E>XI M_C(\U4>R9U@W/9&J59`$F71GR-WY).XV-(4$P)"H)4M%5(J"1>B2)7;0A>@` M!B!ZYR8=A]1D58X\H8XT`"@7=R%`'8`JKH`.X:5CF:\UWD2NII,L.G!N\PVK M>MA\3&COVZRGVDCUC\9C%(3VD-6R.E_`!IR)N#38O*#=5_Y(V91T$Q/0RR2] M2K=BF%2]50M$JM-62\V-HDH/7O))1RKDQ"BJ'MB=`W<8SI%9)/[1G+I[K7B4 M4&,%C\;FDYV=@3KQ7PV[]1V5&.^OE'=\7F$?;'27!8W:N("^'#(I%Q/#&#P\ M!!%!:0L1W&"8("0AY@L@G9HE"I.L*G"T3754@*33*XT!E!UFL1;2'AHQMWG5 M.5JQ9)(H%4774.JJH("HLLRL;/&VJ65A&D5J@T55&@'>3[I)) M))XL22222:U[[@W#G=UYB?<.YKRXO\Y=/SRSSR-)+(W9JSL23H``H[%4!5`` M`KUNH0$Y``S=)3+%\ MW!'V)PYRG*4#E,7IZ@8''A/ MGE[\P&X/+ONF\W5MVPLGK\E+:S8`(_2(>_K62$`_;S#8NCV%`TGNKIF_8\B_15JM7/ M\I[UH9M;;![81?0T=Z_T+U*^F;\.=PQ$O0FV>3Y3]/0QK9JDY>OUB4-.$$0_ M)US['I!MS3A/>Z_MHOX*N,/E.^NNOK8?:>GN6^0'_P!R/T*\Z^_#B<75.[[M MWGOQKUZ]OSZFNY'M^KK\O2XONZ?FZYQ)>CN,)^L7DZK[JJWSQR_0KL;?Y3_J MZHTN\!MR3]JMXGS-;I_TZL`U6`;U2L5RK-'#EXUK4##P#9V],F9XZ;PT>WCD M7#LR1$TC.5TVP&4$I2E$PCT``],EFRM5LK.&R0EDAB5`3VD(H4$^Z=.-:X,M MD9,OE;G+3*B2W5Q),RKJ%4R.7*J"2>4%M!J2=.^OO9R:Z^H<>6OAATAS!W]: M]_7W;6VZ[,6UE6&+JO53]YR<4P2K%YEC,Q3F157Z1%CX,?2$':#QJ[W1KST=0.B73BTZ<;;P MV%N;*SDG=9KCVDR,9YGF/.(YXU]4ORC0#U5&O'4G`ZWXZ.<)NC^WRNB7%X']),9'S/#'T:D1/E/.MX? M63#;6,>O8(+X'3WSD&'^Y^"MRN"/BXU5P'N][NVN]C[#N:]\K#*K/(ZY$KA6 MS%JREDY9-TW4@XF,.JZ%5,"?:#M`HCZ=1].ZVIL*VVMD),A#.NWG5[7QN9V>,QE6$LD@"Z' M7AQ)TK?W:VS*CI;6&Q=P7^0&*HVK:/:=A6^1(0JJK.M4Z$>V":701,HD#AR2 M/CU/:3[@%13H4!ZB&2196D]_>16-L.:XFD5%'[)B`/@U/&JGL0H+'L`J`'CG M5'E4TY4/OHCH+C3_`,YW52ZZQ^9W>.\Y9$DQJYB6QLN1B8QC\9I867AZDZ"2WMXYG"^J M999&4`-6P[IS@EV[LO'XW3EF\`22>GQ)?KCZ^\S$>\`*S?E8*S>MG.,UUHU" MF+1,W&;3AU7,:QC(L!CY5\HX35=*.I$0^[6#P$2)F9M_TQ+W";T`>@YLK^3A MZP]%NB.Y-S;KZL9J'$WEU8VUI9AK:\G:1#+)-/S-]2?YL/V>V_AJ@[Y&ZY<,/)>QY0Z M5`UUU7R-T(36O(8&RZ<$IKW96GG*#O5FP7L?8ONF2LK"WU)XI7B(QJ+M1@JT M%=?VTE"]:E^?SS)^5CS&>66+;FS]W6\_4K;.=BO\?;FPR2->6]RK6M]:I--9 MI%"5$B7A,CHK^RK&-6;42;TCV;O[9>[O&RF/>/#WENT4K"6%@C)Z\;D)(Q[= M4[/I_?K,^:)ZM33%*E?X\6M6V:KKZSHX*/H3WJV[,'Q'[I[",3'^D5#1*K<3 MB/Q.(C].>I+R'=3[KJGY9L!DU8N=WTAN2EZYFQK.PK=JK8 M=8H=D!TLR&OW.?J,Q%5>;!ZW*9PT&)FW:"_ND`3I^WW%#J`9='&S06^1M[BY M'-;1SHSC37558%AIWZ@$:=]1BPYE(](KF*M$7#1'[N?-%XZ2B55X67BG:8HO MH>:AUE(R8A9!N<`4:R,1)-56SA(P`9)9(Q1`!#*:;QPV0V_NB^Q621EN8[F3 MB1ISHS%DE4_3)(A#HPX,K`CMKU7=)MX;?WYTVPNZ=L3138BZQT!7PV!\-Q$J MR0.`24DA<&*2-O61U*L-16TW#/3MTWORATAK>B(O@F978M5?.I9BW<+_`+V( M*&F64I.VMV9L4QF[2OQC51P)Q$H"Y:)W17DY^EW!F4`52,#:;K%@8F^ M9KMTJ4J4HN(.VU64*F[8.T_5-5/M.!TCJ)G[+$Y6]PM_'D<>Y2XC/P,.]6'> MK#@1^GI7SFABN(F@F4-"ZD$$:@@\""*JR+1.U>.&X;'P[Y)R?WOLRI12UGU! MM19-NS:#KKJ0P&I74@$Z#L;Z9>/;KIJ6\U/0V7IUD6W9MV)CLR\?B`/5 MM)6.HC/$GPWXM&3H`=8^&B]5",B_J MGTDUK%>7("=7Z/0PCZ?2(YWT0X<:^&.7CKZ:U:LZP?;'T'KW#ZC]9N@?5]6? MJ3T=U2WME#JI_1^CC5I+PH\PG.]=(S.B;E(-%K[QY0A8N$65?*'EK'JN3^;; MUEVJW=JF5<*4YRR/$+*(![*+0(\%`*HKU4UZ>9+I['M7=";EQJ,,5ER[L`HY M8[E=#(H('`2@B4`\2QETU"\-NGE>ZER[UV:^WLHX;.8;DBU))>2V8'P)&U[6 M7E:)M">"(S:%QK-CE;:LY3%*8I3%*Y:/*+^L1Y%_TT]O?RYV'-G^V/ZN)&!PP;5G.NH*_6U8!EXJQ4CTU:SR8=)K3J]UXQN)S$,=QMG&1R9"]CD',DD5N46 M.)E/!UEN98$=#P,1DX'30T\?&MQ[BN5'-?3.L;BQ&';V1ZQ1CEA2."W:\$Q3%$.\M>-IXB+-[AM,9+I[.\FKCB- M4C!D==001S*I4$$$:Z@C2MW'FIZE7?1_H)G-TX*3V;.+;I:V3*HUCGN76!)$ M&A4&!&>9.8:">>:Z MG>YN7:2XD?;4]8UQSF0LM: M03:*[CU-5=C6AHF)2D"U)3EJH[Y\DB7H5).4C:>T64'XJNS+G'U,(Y6'JCC[ M>PW4SVX(]I@29APT#LSHVG[;P^8Z\>9B>^M^OR<>\Z5">\QR7,B@?2Q^&HX`5)/^&VA7J&IN3UB4(H$;*;%H4*U4$IO:,^ M@:U,OI`A#].T5"-[(U$P`/4`,7K\0S+>C$,BC)7!!\)O9U![M5\,4CVJ'%WGEFGC5-?7W>W4VSNS8Y3%;>N4LYP%9TR-\!C\QL,, M_O#'8EUYX);E2X[O#CUDDU[-`40CM[].VM:A$3"(CZB(B(C]8CZCGD#TTX#L MK8P``-!V"F?VO[3%*8I3%*8I3%*W(X>V@&=CLE2<.>U*9CT96/0.;H0S^*4% M-T5`/_+KL77>;ZR-NO\`>YMZ^27ZEC&[WW'TIO[CEMLG91W]K&Q]4W%HQCN` MG]\D@E1V'>EMK]*:KCYB,'X^(LMP1)K);S&*1AV\D@U3F_8JZD#]E)IWU(-F M]RJDU%-RW\-7"WE_=9/:%EA[[J7:=B?H2%PV#I"S1M9E+JLV8(QJ*MJKMKKE MXU_)2'RS9(#R)89.56!(A5'1R!VXOH,3F88[?<5A9Y&&%.6/QU<.BZD\BS02 M0SA-22$\7D!)(4$G65^G'7/J[TB26'IQG[[%VLS\[PIX'WC_XT\'X1XQTE5)(;+-1Z$9:MDW*85L=^M;9NZ.\3 M2DY$$6$-%M/?$AC-(EA&L3F23.9$3D`V==9X7!8N5I M5Y)2"1J0TC<>/HTXO47K/U4ZM212=1LY?958&9HXY65(8V;@S1V\*10(Q``+ M)$IY0%UT`%;J9V-1E3%*BE\Q7&M'=O#RZ;5JJK6!WIQ'BK)R-TS5(W`/#UFT1M-0"48Z\=?5+#O(.+[SVKBM[;8O=L9J))L?>0,C!AKH2/58>A MD8!T((*LH8$$`U!"-MC+-5H&SPQUCQ%F@HJQQ2C@A4G!HV;CV\G'&72*90J: MYVKHAC%`QNANH=1S:'BW%S;I<+\5U!^;7G)W/C[C#9RZP=SH;FTN)(6T.HYH MV*G0Z#AJ.T@>\.RM:[E(@@?`!'.^0:"OWC(22!I^C]2M:; M4\`A%C";T*!@_/T[0]>GUY^3Q.E3!@("D?.>``K:SPY[8#7?D3&]6(EU_BUY;2V[<>\@2(=-./KQ@:<- M`2>[0WMLUC5M0IBE,4IBEWOY<[#FS_`&Q_5SC_`,2P_>RU M7:Y_*5ONW]\KJ79K`JQ-,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE M,4IBE,4IBE,4J"W\01JVS7KA/!7*O-CO6FH=OUFWVU$GJ=M5IJ&L5)/*)D+W M*+"RL-DCBG*`="(+**F$"ICD5=7+&6XV]'>QZE;><%^S0*XY.;B>/KE%`&I] M;T`UL%^3I\'DW$P<\,,Q!/:ZH@!+"J\W MAFVK$ZI\A.E7,ZJW;1-[+:-8KO7"Y$",W]QK[UO7!*93H0YGMJ;,6O03%]'` MB`B(`48?V'>P6&[K*>X.D1D*:_LI4:)?@YG&I[A6R_ST;0O=W^6K.Q8X,UYC MS;WP0`L62VF4S=G$W1I+B1@JJH+,S,=%55&I))(``&I/`5S[/(O MOV0YR\ZKG8-;F>7*`>34!I_23*.;+F6F*["N/NJ'&);+$3="G;;5(OI-(JA2 M'*,CT$"].@5&W;FGW)N*:]BYF@+^'"`"244\JK&PW2$L<@D$V2RC.P`BFE7Q)/$(]76WMTB@;0D?6>!-71_'SQ7; M<.N*FM--+MHLES19*VK:,A%'%=O+[(LH).K"N#T2IC(HQ"23>*:K]A/<91R` M]I?AED]FX#^CF`AQ\@'M9UDE([Y'[1VD'D4+'J.!"`]]:)_,CU>FZW]8,KOE M'F.$:006"2#1H[*#585Y?I#(2\[IJ=)9I.)[:W4S*:@JF*4Q2F*4Q2F*4Q2F M*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2J_'-?E1J@W/Z0U[L/:6H==0G&7 M0L/%QY=A7^F4Z;F]DTZ13*('L+M(3&*(AF MNKY3_;G5+=_1/;.P>F6V]T9^;*[@EO[PXK'7U]%#;XVW:WMXKHVD,H4SSW\L MD<%;".+Q9%0EI&UVJOX69HU_P!5CS/_`/AMU`_[NYC^1U:7\X&Q_P"=L?\` M9X_JJ?K8<5/YT/&_^/;57\+,?ZK'F?\`_#;J!_W=S'\CI^<#8_\`.V/^SQ_5 M4_6PXJ?SH>-_\>VJOX68_P!5CS/_`/AMU`_[NYC^1T_.!L?^=L?]GC^JI^MA MQ4_G0\;_`./;57\+,?ZK'F?_`/#;J!_W=S'\CI^<#8_\[8_[/']53];#BI_. MAXW_`,>VJOX68_U6/,__`.&W4#_N[F/Y'3\X&Q_YVQ_V>/ZJGZV'%3^=#QO_ M`(]M5?PLQ_JL>9__`,-NH'_=W,?R.GYP-C_SMC_L\?U5/UL.*G\Z'C?_`![: MJ_A9C_58\S__`(;=0/\`N[F/Y'3\X&Q_YVQ_V>/ZJLI:2Y7<>E-M4!&G;[TK M<[(YL;)I&U6F[8H%HM4[\YWM'D=`5Z#L+Z7EY)>/65!-!NBHH@AGIZ5@ZAE^*1KZ/HU0TC0Z&O^Y^J4Q2F*4Q2HXO)UO.(U_Q;VIJR&4; M2^T]]46V:BJ,$B^026@65]@W=7LFQYWT6595^APKNSND>U;G M<&X[N%;I(R(+8,IGN)2#R1QQ`\Y!/QWT"1KJSL!59V65C:Y"1E=AD@:1,'%L M(2):`W>>R]QF+\E[NZG>5SH.+R,78\`!VD]@T]`[JURLTIWBH/=Z?W>GI\`^CX MYSCP&E99A;/G=3QTK6N[2Y4D%"]WQ`1^(^O3T*'P$!$PCB%>>36I3A06MKRC MXQKW_CTB):S<]^(<;#D45?EY!:WGE2(@(G^ZJG86ENL*H]`]$D*_!NCG^CL* M.1_UBO(;;IMG'GT\,XV9!K^ND4QI\/.RZ>[I5CO+UAY7WSB)(R5D]M1^';HG MKL/>**P/[:NC#FJ"MK-,4IBE,4KEH\HOZQ'D7_33V]_+G8`?"L5K*0\HW.V>-3J MME4'38)(I'+) M)+%P2\^U;85**UMS99SJ\*O&+V$;.@W$Z'?L&L,4PDVDVW:D3$\ MA'$>!('$QE&R"@"=;/MK=5A;6Z6&Y%DD*Z*LR>LQ'`?706!8CO==6;AJA;5C M3?S"_)R9:?,S;HZ#/;M87,KO)BIW6'VXE*:@>6FA&[18I3%;VG95:HDP0#D`X>_7KP^KL\VZ`/K[C8O0>H#Z M@(9*5IO/:M[%XT-_;*FO^^.(F_M9>1OATTJ@6;\M'F"V_>-8Y#9FXVF4D:P6 M-Q=1G0Z<)K5)HF]S1SJ.(X5B?;OEO\?FG$E2RG(>J7F3)U!&'U&5WM!=T[TZ]0'IUV3ZB;3Q@8&Y$\P&O+"/$U]YQI%K[AD& ME9CLOR9^9'?$@]CVQ>V%MWR9'EL`O'34QW)2=O3ZD+'3CIV5!7R6\C?,#R>R M\K6(2PPMH;>WF5N96LK=A[5?7*LH$4O@KR-JZPJ MZB19/_&'XA*KPY6CMU;C>QE]Y&+QRJ<81@51:HZD3?HO67A'D@Z!HQ:I M(I>XH;VTDRD+T*4`#GPY3)VT8AM[F>.$=BK(Z@:G4Z`$`:GC[]-37G?U2^*O M\V;C[_$SKG^#>?7\-YK_`!RZ^RR?55_=33]4OBK_`#9N/O\`$SKG^#>/PWFO M\:_QRZ^RR?54U-/U2^*O\V;C[_$SKG^#>/PWFO\`'+K[+)]5 M34T_5+XJ_P`V;C[_`!,ZY_@WC\-YK_'+K[+)]534T_5+XJ_S9N/O\3.N?X-X M_#>:_P`GX9VC(1$Y!ZJHD3,13]N; MO0>QLFP@6[UB[0/ZD42.4Y1]0$,_$F7RTT9BENKAHF&A!D<@CT$%M"*_FM9M MSKJ53VUIMS8]UMO*![=]@7*V/X/FCRVIT,\L=DF)IS%5*H[RN,%5*Q'KR#QP MJS@*W",T6;%HF)4&C9(B212D*!0V%=-<%8'9]H8K>(*8D)T0?&:-&8]G:223 MZ2236I'S<[AOL=UFN;>"XFB3V*V.BNP'Q2.P'W/G5E12UROJ'WO)?3_^.=>O MU=`]WID@I@[/_@(O[1?U*JY+O#*_XY<_97^JKYJ]JF1Z@$O)^H=?5\Z^O\BO MKG80X2Q'$PQ?VB_J5T]QO#-'4)>77V63ZJO@/+;,(E$QYN4#ZBA(NP']GT6S MLX<-CSP]GA_M%_4KH+K=V=772^N^;T":3ZJL,6BT_P"5.943'.)C&$3B8QSF M]3&$X]1.81^(C\W MO-:WV:P"H93[8"(]0_2^`=0]/AZ%`,YX'**R''V)9@FE8#LP['Y;SW(E9LFE0^/=3FHU"25 M$HJ/MD;*AGU8C(E@D;H*B3.F.IAR\6((BW,=J02C\P!BU4\T.[+;'[/BVLK$ MY')3*Q4=T$#!RS>_*(PH[]'/TO&_OEHVC,V:DW"Z+[!90M&K'OGE`!Y?VL7, M&/<'4<=3I=1R@578IBE,4IBEWOY<[#FS_;']7./_$L/WLM M5VN?RE;[M_?*ZEV:P*L33%*8I7X)629PL7)3$@H9)A$L'DD^5*F=4R3-BW4= M.5"I)%,HH8B*1A`I0$P].@!US\22+%&TK\$523[P&IK[VMM->7,=G;C6>614 M4:@:LQ"@:G@-21Q/"HFVOG)\;SA=-)7<=E8IG,`&;R`>:**,R)@[61@."KD;#F M/O]3V'0-RL.U6`()5@&& MHU`JK&[]E;MV!G)=M;UQUWC,[#Q:&XC:-N4D@.NO"2-M#R2(6C<#5&(XUDC. M?6,5@*YNJN.%FG7[/:^Z(RP2^OX1&"EWC&48UB/E).84=3;5HK%19 MD&<,N8I7"J9E!*`%ZB(9T=SN'&VF;@V_*7_"-PA=0%U7E]?M;NUY&]/9QTUJ M1<'TJWIN+I_F.I^*MXWV?@I88[R4RQJT;SNB1!8F822:M(H)12!KQTTK/N=Y M4=4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*4Q2F*5_DY"*D.FH0JB:A3$43.4#D M.0X"4Y#D,`E,4Q1Z"`^@AG\(!&A[*_JL5(920P.H([JBCY?<(_%MK_6=YWWR M#X[4JL4ZN*Q3JU6'7D9<:G((NK598JL,':<1J>2@W#QPZL%@;@H)4#@`G%10 M!*!AR.]P[3V'C[.7-9*R"P1A>;PC(@',RH-(XW1.UA]+[M7!Z*=>?-QN/=6/ MZ==--S9"ZS=TLBV\%Y);7"%8())W4R9!)54+#"Y`+#L"KQ(%8IB?!5XZ;+'Q M5GB(':P0\]'L9J-;EV3+I('CY1LD^9]2/&)Y)(#-ER_9.K[A?@8>O7.L@Z5; M4O(DO();WV>55=1SIIRL`P'&+F[#WG7W=:S&\^4'\SN+N)L5>76(]MMY'B<^ MPQ$\Z,4;BK/<(\JNN(!W9[5/6^3V%L MMU]V1106=.SUV5GYA@\4[0#J@V8E(?X=GQSL;O8VQ,)9/D[NU9HK=.9B9)F) MT]*!PA)/[$#WAK6+6'FJ\V_5W=%ILW";EN$R^3N%@MX;9+.Q7GDX*OC1PQ,H M_9/*2/UU2'Z$F-3V/36MK+HN&A:_J&R5*(L.O8BO5A&F0[2LS38LC'`RJ[=C M&IPA%$G'>*'L)"4QAZEZ]]\IB^H$\]QO2UO9(;R2:OH;D/>^G MT9LXZ3VYDV-9/_>D^U1UI0\[EZ(.O%TAU_ZNM?[EJS(I/-2A^F8?V1Z?#_;= M`R2EM#[E5";(ZC0`ZU\%[:TDP-VF*7IZ=0-U'T_,`!USD):@=M<=[J>7@O`5 MC2GQ^ M@H>N<@`*-:R&QQS.W*HX>GYE8:G)T!!0?<`"^HB81Z!T_N`&?QG^;4A8?#:$ M%N`';6O5OM`CW))'`1$1[?7U#_'-_<#/M#%]._968*I)6UMQZQ/#2O3<9>+& MY^9&UXK4FF:^K)RKXQ'5CLKPJB-7HM>`_1]9;5*]/:9LVY`$$D0$7+U?M0;D M45.4N87OW?F!V-AWS&S0`D=`;A]Q1UOPPT14]&:U2^890P+2EGM+E MBT935]NDDFW+.W&?*T`2GD)`&J2")#'5%JP;-VI3F30(.:O-[[RRN^]Q3[BR MQTFD.B1@DI%&->2)-?I5U)/9S,68C5C6SC:VV<9M'"0X/%+I;Q+Q8@47]8CR+_II[>_ESL.;/]L?URU7:Y_*5ONW]\KJ79K`JQ-,4IBE>*V5_WG8H4Q>GITR/\`IU8V5[LZ&.\ABEC,DFH=%8'USVA@ M:N3YY=Q;@P/FHS5S@[Z\LKF.#',CP320LC>P6QU5HV4J=>.H(.M8Z\?-9USK M7R;>076G'(633C_'4[54H^@*L\,]HU;V>HVCQDHB&,BHLP:*-'\A.)"W3,(- M#IJM2@0C<$T^FV9%;6?4'*V6%(_`(@!]1BZ>(/!XX9K+:5A>V"W>*6VCDCOVDGMUC M=[EG$D)A9E8*B,&Y-"1J:E!R1:J=6O')WE'I_B+JZ1VSN6=5C()LY;QD1"Q2 M+>0MEPGGANC2NU"$6=LAF)A8@&4,7W4T4$$SK+*)I$.4R_UX-H:]\;]>9ZW?(.):O5Z^;GB:]M.8KZ? M)RC M7N:6-SKVKI#ZPT*@@BK.7O0WRC[4=K%"&`V^X:\[]<\OFUIK2%:M>I-Y:T*U2VQHS8;%:.MU/,E%VS,)^O&>IBD5T5%!=(3)?,MFPK(E4RO:V\;#

`(]OEH1]<@?XPTT! M*Z@%E5CRMJJLK:!E7F4M"W7#R][GZ+2V>4DNK/,[!RO,'JK6#=)G-82R2[E215>I%;)M3$(@X6.DF?`MS[ZAVSD MTQTUN\QDMPZLTC2&-(PO+IH2-2VI.G!49M%:T/1+RQ9?K=LW(;MQ.5LL= M%B\K!;W37?)%;6]G)!+-->RW#2J0(>1$$*Q,7:0$O&@9EUQL/D-\@&J*^AM[ M>'C-G:YHEN",I:9*F;DJURV/3JLL(*+3,G2V3?[T*K&-#^ZX3?-HI%'L,#E9 MH'4Q.FFWGO'&PC*9?#\F&.A8J^LB(>.KKJ2I4=O.D8U]4E">$G8[RU>7#=^1 M;9FP.JUM==06UC@2ZQEQ:V5S..`BCNF)31V]5&C>=FU!B27@#ZBQ>6V#V?(4 M^B\!M(7+F%M&U5Z,M4S'-'9=>TS5L/)$7`$=E6^:9N8Z!GV[QN+=1JX.U9@H M8`!Z8YDDU?O+U'7(R1V6TK.:^R$D88AAX:1:]H<^E20&/,L8)&DK=E=1C/)K MD-IVU[N#S%YZRV1M*SNI+>)W4WEU?RQ\NIL;:)E>:$JW.)4$CZ#]PT#,G[]= M^2#=%,WC1-$\Z>)4SQD?;=E&5=U3LF#N\/L?6EAMD@NF@SJ\K8(@HP\6]GYM\WC8B'BH] M`[E[(R4@[42;,V;5!,QSJ',!2E#J(Y\;BX@M(&N;IUCMT4EF8@*H':23P`KG M8S&9'-9&#$8B":ZRES*L<4,2,\DDCD*J(B@LS,2```234/\`$^1_E#R4E9Q] MP)X6/]K:@@7"D>ENW<5Y8:GKEOE&ZQD'R%-@Y48M%4Q#WDWRJX=>CANT M,`%/%_\`3GSC;3Q9F5`Q_8@R1KP[=!(S:%2RH3I5U;SRP])NEM MI!;>8G?4>'WK<('.*QMH^1GMHV&JFZEC++&[#Z0Q*O?')*"2OM](^2JT%W;# M<9>:_'J?XI;DN+]*/UG)'FDKKJO9+I4A^UC"W:/:IQC217<`1%`B;A\W574* MB==%P8B)^;BM^7"Y9&QK&,O?)X1M MH_`.HB`9Q[JZMK&V>[NW6.VC75F/``#]'`=I/`<:[/#8;+;BRUO@L%;S7>9N MYEBAAB4O)+(YT5$5=222?T"H?Z_Y*^3W)28F9#@GP;GML:=A%3M$=R[=OD5I MZ$MS]!0R+Q&IQ4ZB@F^;-ETQ*!TG[ER4#%%TV9F^P,91[ZW%G7=MHXII[*,Z M&29E0-V:@:NB`@Z^J)';E*EE0G2KJ9+RM=)^EEG!;>83?]OAM[3KS'&8VSDR M MWX2V[?;?S-K)99X"(A#Q1PLT1)4\#QT6Z-#<6)(BR11<\?/8TU!_P!T MNKO]75)_[-1F3#@O^H[/[DA^UK6L/>GY8Y;\9W7V]ZP_S2WD/CVHA/-'SLG,-0-.=?67TZCCZ*S;H+BLNV\/M[(OB,W+32:.UUG4+!J*CRU;U\RF7EB:4 MR&>P31=A7&T[(-VCV61BFYP2*X52(HH!>HE`1S^[5EMIMNVLWOGB>^N/UOQ>6PO6#\:-86N95E8/,T2%EC,A MU8HK$#70&ME#G(D0ZBARIIIE,=10Y@(0A"`)CG.X5$3:_)3LW:^T+3J7Q\\:7?*0^O9"0B-A[DFKE'4/ M24'.,%!2&$@+6Z(>-N#EQZG(HD^:BLF4%&J;I`PKDC&ZWYD2X_95B;YX2 M0TS,!#J"1ZKQX_>]B;%I?BRJ0T0_;'G==!],5D8Z>!K')11(I8R10R$&<:`^J$3G/JQ-+(1'4PX"`AU#U`?4!#X"&2E5* M*_BYXV;.$#`OD8R[^R.5O)+'9F/>]\(GFE4_:NP]LVVY/,IN^WVC>7\:26N+AMGOLFT;@'GG@C8-;\I]5E\ M.15/JR21R*8Z\V_\M=TTJ+S9XLSW'3:\=0[I<=2J_OQ8V;3^X9.J568L# M6G,]F1\HUWBGEL=TV#6F36%WCT8 M&*4JA;EYO6TU/*@9#*.=M&Y=./:6WDVP?4"/'[@Z#;NM]S[/ER-K;9$>S/!D M\;'<7$4+7+V#N'FAA1VFD)-N>2-BG/&'DCDYXP;I4Y%\?=2;R5KA*@IM"F1E MM/64Y89TD(,B!Q%@68-&Q!I`$>S_`"HMD.[K^B&9[M_+'.8:#*F/PC,I/+KS M::,5[=!KV:]@JJ75?8J],NI&:Z?K=&]7$7\EMXYC\+Q?#.G/X?/)R:_K>=M/ M36>,[FH]IBE1UDME*5N,I>Z@-RJ2RV MU2!N5-/$C7G;D5GD4QG7*V<[_(AH>.0V1R.\>#='2S-=%:Z2^F-N5_85XI$& MIT%U+NJU'N9`LF2,2-WJF.9BQ+V&]YVW*('#H9=W[YPX]NW#B$7$*PYVB=69 M%[V/++*-`./K!%)T4LNNHD[#^7ORT=0KEMK],>IC'?4BD6L>4QLUE:74H^+& ML[A?#+G@HTEE.HY(I".6I1-$[VUAR2U=5]Q:@LB%GI%K:J*L7A4SM7S!ZV5, MWDH2:CE@!S%3<0\(9%PW4#J4Q>XHG3,0YI$P^8L,[8)DL<_-;OZ>#*P[4<=S M+WCL/`@E2":F=0NGV[.EV[;O9.];5K3/V;Z.I(974C5)8G'JR12*0R.O`@Z' M1@5&7L[2L+J-WEMY#([1>Q8?CCI#5-HY+\K;*RCI./U+4E#1D16(23,<6\[L M"XJ-'C"NMC-B>^5$2B8KL[(-";/]&_+7==0-LS]3M^YBTVKT?M)'C?(W`\22>5-.:&SM M@RO.P8\I8$#GYDC661'1=?+/SYY^<=D&=]Y:2Y7D-9AZ]713"0A^@?>6]\*OMFZ,0%Q?,`6@969! M^N/+-,NG<.[TUU5=JZLLT=;J-<8M"5A9F-6(H42*E#WV#]` M#"M&S,6X`S=XS7`CAHY3.DJ0IR&*$EXS)V68L8\ACW$EM(H((TU'I5AW,O8R MGB#P-4]WELWBFM$/YS[JY9K'%XZ2?+"9UY%+.!&A4>(>5 M.8ZLQ&F@"@5V2=7)>K7Y4=G-+R%TWA+M#CU4MC5E):A;D9;9D M[1L`9YPT_FEC//.TT8MD@6(R.Y20<&J%CVUMZLZTN-^BF_<9.8B*A,@Q5:MWR70R)DE'[53]%)RJ;J4N.P;R MWEF8_;]OX<-BB3RM+(JLP[0P!=`01I\3Q%#:J'8BI.R7ER\NNP;F+;'57J=' M;[\Y5]I@QV-GO[:SD;36.2YBY@S(>#`B*1>UHU&A.RO#KR&4/E+8+#J6TT6W MZ`Y*49F=W=]&;'04;RZ""#@S=S(525MH]R9N]Y`WQ=LX* MW=JHK"@Y1,!TS].TY1`0$0'-G?2?+X6UV)817=W;13>$FJO*BGXB=Q8'NK3S MYP^G.^MR];;O*8+"9:^QQLK91+!9W$T9*H=0'CB=203Q&O#OK[RVU(0__P"I MH(?3Z)J+$/VQ=>@Y)'](-N?X_9?9X_JJJ^O1KJ?KQVUN#_-MY_`BO./=EPJG M7I8H4W7ZIJ--]/T`5QZ9^QN#;H_]_LOL\7U5+ MD;[%*`;I.1)OJ`DJP$?ATZ>CCH`?MCG]_I'MX=E]9?9X_JJ[JTZ.=2#H9=O9 MT`?_`$^[_@?A_3KQ+FQ)R)Q28.6SQ0W42I-G3=90PA]12*F,8?7/D^Y=OKQ: M_L@/\/%]569XWI!OY2-O0IA#'P=I&LH8'R_]7L^1'C\'=6T.I!>ZY;0+[I6T`C4U*YQC_``]VV[F_"P:'UU`Z\K!G)7\BE%IKN)6P2I6Z33[YM%ADEWL]9I@6J!$@::`L0%1=2>6-``B+J2>50!J23Q)-7-P.W<) MMBP7&8*VCMK,::A1Q8@!>9V^,[$``LQ).G;6<LJ6/'[W.S%T[*(![KE9 M0XC]K(,VILJYW#MI93DKJ&UD=QX(U:($,>/+S@'4C4\!Q[ZVP>9SS16G23K_ M`)'#0[&V=E9A;DK&JNW4RF#.LK,P%RX=" MB)F"K?Y9%=PW3[3;"7FQ=UC:=T\<^.OD#I($"-SZ$#7BQT+*T?(6<:\DBE.9 MU:+NNU_A/-CT,G\R>+BFQF_-JSQV.3L#(Z1R/87R:JUK5"-RQ_KF_&E_J]WA_V(V/D2YS^M;%_E6JKM--1E-[(45O*B M,JJBOU38>^ MT:!AQ!":$5L&Z7?]A?(EO7?FWE*[IS>=BQ-Q<*2'BL@+;6,%>*B07$R-Q`;Q MUUUY5UG7R7ZU\U"/S6KC'5?E$\;VZ:&JXAKQNJ:V'IO9R+!<44;E1X2-K:;` MTLS3`"/ONE*W*BH=4#_\59"':9LF8(CW="F+WWA51\SFYAZ"` M>ZK<[+SF0P_DVWE:V,C1ID-VXJVEY3IS1>SSSE#[C/`FH[QP/`D5**JDDX25 M07236063.DLBJ0JB2J2A1(HDJFXCN-0J>#C7E1IF@^04G7X1A'R4IRQVM7'D@W0*1VO7J0C! M1U5AE%O4XQT&1^[,W2Z]J9W:Q@#J\A;O*I#$R@GO"F M1R/VQJ]WG]W-FLYU&VW:Y*XDEM8=FXZ94)U4377BO<2@?KY2L8=NUA&@/Q17 MN/./6(R8\=^R[0Y1`)S65UU)=J=))B9-["V%QL>NTD\C'N4S%5:N@@KB]2`Y M1Z@54?IZ"'>]4+6*?:,TT@]>"6)U]PEQ&?\`T"N@\@64NK3S+XK#QG_ M`*.RUADK6YC/%)818SW7(ZG@R^+;1-H01ZM2J4Z3<3=1JTR[$!=2]<@Y-R(` M!0%P_C&KI80`.@``J*CZ9FV/F>YL(+B3]TDA1C[[*"?GFJ@YNUBLL35:16X:JUZ.:;'I#=!I$04>A&L4B)(UTJ91!NW*)A`/ MM&$1'J(B.<.PW?GL;916%MMR]$$,:HOK2=B@#4_Q?B3VD]YU-=?N+HATHW3G M[WUCIZ!PK4[GY<>5_.#1:FLUO&#OBD M7F`L<)<-:;&_?]4Y%S2['&OD"OG";=I&1CQ=M+01W+4Y".$NU4Z2_J=`@9T& M[LGG=UXX620%E.JAT['-6!]0.[:_U+JY]? MF;R.O3S75)=W2/D0($@QMKBM1BUC9O@3,9,'C68.L17M$2]Y1Z#TR9\(UX^% MLWR(89`VL1E#?&$AC7G!]WFUU]VM<6](VQZMR6]Q<@.W=HG$!O2.8A^WM0 M:5'&'`'$MX;R1#3L\4D>L%J8FF MU"N:_J5:HU/BFD%5:?!15:KL,Q2*BTC(6%9(Q\OQ$0ZCZB M.2=9VD%A:QV5JO+;1(J*/0JC0<>T\!Q)XGM-4DS>9R>X\Q=9_-3/<9>]N))Y MI7.K22RL7=B3WEB34/7GETU3+_P3LFSIHB3>X:*M-.L=*DP!(KA5.ZW"MZ^L MM<.H<#'&.E6$\D\.F3H8SJ+;"(@4INL==5<7;7FVCDI.%W9NI0]Y$KI&Z>\= M5<]^L8[M:NU\G?OC.[<\PUIM2P);";AM+F"ZCX\H]EMI[R"8#LYXWA:,$\!' M/*.TBI9-0?\`=+J[_5U2?^S49F<8+_J.S^Y(?M:U3;>GY8Y;\9W7V]ZUA\E_ M_@$Y:_ZD[C_^2#.IWQ^2=]_@/TQ4M>5?_:+V;^/;?^ZKZOCJ_P#`AQ%_H_ZR M_P"R[#/ULG\E+'_`#Z)KA>9G_:$WG_\`D=]]O>O%>5'9EJU'X_N3%UI1UD;" M6FQ-4;NVY>KB/8[$N59U[.22!@(H9%Q'05HOF/VI@,\%;&&_DN&5NQVL M[:>\BC/$:B26!$9?I@Q&AUT/J/&]KRJ:TX+<6H:HLX]LTG-+:_ODPYCT$40E MK3?ZS&6^R2KI1(A#NW+B6EU"`HKU5]I,A!Z`0`#[[)L+?'[6LH[<#22!96/> M7E`=B3WZ$\HU[%4#L`%=5YH-S9C=7F!W=?YIY6G@SUY:1JY)\."TG>V@C4$D M*JQQKZJ\.8L>)))V"W7HS4W(N@2&K]U4J-OM$DWD;(NX&2<23(OS\0Z(\CGK M60AWL;+1[ILL3H"C==(QDS'3,(IG.4W;Y;#XW.69L,K$);4L&TU92&'80RE6 M!XD:@C4$@\"14;;$Z@;QZ9;CBW;L2_EQVX84=%F0(QY)%*NK)(KQNK`]CHP! M`8:,JD>\J];B*;6X"HU]!RV@:Q#1E?A6SR2DYETVBH=FC'Q[=Q+33R0EY)5% MHW(45W2ZRZ@AW'.8PB(\RVMH;.VCM+<$01(%4$EB%4:`:L2QT`[22?2:QW*Y M.\S63N,QD61LA=3O-*52.)3)(Q=RL<2I&@+$D+&BHO8J@:"HVO,ELBW:Q\>> M]):E2+N'E["2GT1W+,3=CIG7;I<(6"M"*:G0?:"9K[IS'G.'0Q2.Q$@E.!3! MA'4N\GL]I3K!J#,RQ,1W(Q]8>\P!0@]H8BK2^1_:V%W;YEMO66>B2>RMC#,21QX#0#@!4.=:]Z9KJ#U8S^[-P%_PC=92?U'))ACCD,4,`UXA M8(D2(#N"^FL%>4[3]'W'P.Y%Q]W!L@%!UW9=N5*76]HJ\-=M;0&K@M'[S MG3CI4@^47>N?V1YA]L76`YV.1R<&.N(QKI+:WLJ0S!@.T1%&)`4F MON^,G_P`\3?]3=9_X"^?K8'Y'V/^#;[8]==YJ_\`:.WE^/KC^Z%;U9F%5^IB ME05^%T6^UI;G'REM\:S'<&Q.4EOJ$L[=-4AFJ[4(6,@+!&5-HX4(+MC#-W4\ M#<4"F`JOW8A[G<9`@EB+I:D=_)DMQS\IR5Q._+RB M1@9U,EVM?E83TAQUTSQOAK'7=)4I&@U^V6=[=V7FT`U`=F" M\`!HN@T`'<-,[W[U,WQU/OK7)[\OVR.2L[1+:*9XH4E$$9)2-Y(HXWEY2S$- M*7;5F/-JS:YLSN*P2H2_#)68NWP?++E%9!4F=S;:Y1;,K-IL4@N=T^CJS5%( M>0A*FT%8ZAV+%HYG55/:+V`*)6R?;V-T0"(.DR)?VU_N*Z'-E9KQHV<_K>2* M4@>C5Y#S:=O*H/Q15\O/+E+K"Y#9O27%:0;&PVT;&>WA0@Y+K*KJ4<`H1H0>((/:"/15$(Y)(I%EB8K*I!!!(((.H((X@@\01Q M!J"WP_.75#WIY+.,M> MB9$HE(FNU6.!0%4W6)^FJ^Q93-86`DX^WO/4!XZ'FEC))[266-!Q_6>Z:V`^ M=6*+<73_`*5]5LFA3>V>VOR7K-KS7'LT5D\<[:]I=KJ5N8ZDI(@U(45.ODM5 MK[J#/PSU^(0NWDAM*3%`L]*1O),#TOQ+2,W114YF2[6O^H(?*/K&E[DYX^*K6^Q(]E,4NQW/=O[ MX(61#OCIQG#HZOGB03]+N*"[*:2 MX<,#],O/#JO]D/5X<>/#C6PORD;KSNR/+QU@W1MF5X,[;6&*\&5.#Q-*U_"9 M4/<\2R&16^E*@]U3LH((-4$6S9%)NV;I)H-VZ"9$4$$$2`FDBBDF!4TDDDR@ M4I2@`%`.@>F2RJJBA$`"`:`#@`!V`#T5KWDDDED:65BTK$DDG4DGB22>))/$ MD]M0<^4Z!A-9\H_&YR8J4,W0VO\`K-5;44N^BR"WG;C0[.Y;-G-?=J(AWODF MC.0D&K<3%,*82RA/4I^W(DZ@P1V6X\+F+8$7IN@CSJ>U=: MG+R7:H!3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%* M8I7+1Y1?UB/(O^FGM[^7.PYL_P!L?UD3222(!CJ**',`%*`"(B M/0,XM\"UE,JC5C$_]R:[C;SI'G[&20A8UO(223H`!(I))/``#M)JMGX[?("] MXB<2M>Z`N7#'FK;+I4Y"\O'+ZH:846KKT;1=I^S,$6CJ4EXZ6$4F_CZM;1O,OY=+?K3U MER/47`[[V!:8&\BM%5;C+*)U\"UBA>G)].=B7EGM<2]CH::ADU(^QKN#?, M-&OE/0SH'D?+WTSSEONG>&X,A#/ELC;J1:0Q0F)UM[>17DCE(>% M4!21_5DG9RCLB).=DNU0"H:N4=-M\IY>O'7;HRJV.1JE=H6YT+!9V,))NZ]! MKO*9L%%HC,33=LI'1BKM9PF1(JZA!4,;@G;JCC)U1S`+0@MH>4$ M>TZC7337B/FCTU>'I)G<'9^2_J;A+N]M(LU=9'&&&W>:-9Y@ES:%C%$S"20* M`2Q12``2=-#4RN2I5'JBV\A?$_;&P+;H[EYQ8:5]SRCXP2[E["5N?5(P8;9H M,@*WWUKI_*JR$8W:',D^>E;`HX:D.C)/$P<(J*)J%CW>NW,E>75KN/;_`"_A MRR(T0\!*G,#R$\R\!J^J\R\Z.XYM>6K;>6OK%L[;>&W!T7ZNO%>I&$D+:%8O$Y4C-5RF((*ND&)S`(=Q"]!'.GBZN8J%5M\I9 MWL.3'!XPB?&[PH>1']\,@([./:Z?JU!JKJN<3M"S3]X>S MUIO,'DVDOL"^P[EDR&-FI"-=G%%)8B3A996WH_DX\WELC>+/N' M+Q(H@G:+PVBL[.0,WB1)(HYG4L@52H=VGF6.:;)7JBU1]W.OSRWDYT99D827 M5K;'B%NN(>V!.->*0C.5>[+ULY9QCJ5*B+!O(.V[911)$Z@**$3,8H"!1$,% MN(I3U%@F"MX/X*8FK)8+)XV/RH;@Q$EQ`N5DWIC)$A M,B"9HTL;Q6D6,GG9%9E#.%*J2`2"14@F9U5;:BE\0=6L]1T!N>/M=< MN=[2S1E88B0A7;J*?NJZ9C)MFTDW;++Q[TI!%)8I134`![1'ID5=(K>XML!= MII0QK9'MW%=LIV(2)ZM;89VC)UV?3:>\V.NFU?-P3<)D M52.LT552`Y>_KG7;HP$6Y<-+BY&"2,59'TUY'4Z@_"-4;3CRLP';6?=$.JV3 MZ*]3<9U#QD9G%G(PF@Y^07%O*ICFA+:,!S(Q*DJP614;0\M1NZW\DFRN*=>8 M:/\`(%QYW)!['H$9#5^+VWJ.G.-D:QVU`L(U%I'6Q"<:R#_P"ZVI;)A]YV=PEW"JHLD81DD15`5BSR@%B-.8HS`MS` MK&P*"T&Y_*]M?K!DY-^^6_`W[$FZWRFS&X>H-Y#;;?6\Q^W4<-+<L5_:20X_#VY6_LK M%BRZ75X^J>N--=&1"0'CA\3F:1)U$4BH))(D%0Q$4R)$%995PJ)4R@0HJKKG M4774$`^T)]\\:U_.YD1176;5784""YH.46*V M[URL7[5TYC'IB$54+'R"XID,H!`S&MW;>7>LV1Z$=4[#?UHDDV-3F@O8$(!N+.;02Q@MPYU94GB!*CQH MH^9@NM:!:O\`)[L'CI`M]->0/COO"J;NMKQS!@DV9W!C M.L9$$@FIDB`*NR-C.&XN#G'_`#4_>T0P.RZBW.W8%Q6\[.Z3(Q*%$B!6$B@` M!F+R*"Q^F:-G1FU/J?%JQF[/*AMKJ;D6WOY;]S8"\V9D7>;V&^NTLKW'N[%F MMGA=-?"BUY8RP5N0`?75TF?17R3;/Y:>1#1=ML>G^/VTM;\3=+RU:L91OU;F M(G;&_P"ZRT]"4R/1K6O(G[U>NZU4@M+B0`X>ZT]E!1=9\,KGMYX M]KZPM98=L6O*X+C1YG8,4+MH$)0*'9WYF1!8/RM;6Z,^6?J'98W>^Y M,/D^L.J_,ZQHC1,TKV;]3H+M=6: MU:ND56SEM0*:@X;KIG17071KLB=<,9.)EF3F.DXYZWK3%-PS?L'B M2+IFZ04*)3IJ$*',C:,OH8`U'^R=VY;86[\;O3!.4R^+O8KF(ZD`M$X;D;3M2 M0`HX^F1F!X&H4-&\G]V>,2OL^*_,C3.S;]JB@MWK#0W)72M25ND-9J(A,.R0 M\)>(AO(%"L3$0S4*FD@=?YQ!N5-(R"J0)OG$3X[P?@+=%K-)CHRW@3Q M!6#*68Z,6D"^DA>8.B\H*8331P\BZ,H0[\S^4?MT_M$(X)(.B%40(V*@*SDG\R&[,W MOI5Q6RX;JWMF8>+-M/H;TL\N4$_4+S&Y7 M`9S,112I8;>LIEOFN9GB95DN].0)&C'@2IB0\KM*9`D33CU*OC5*M6ZP,S.V M,U=@HJ$-8;1)*S-EG3Q;%!D>8L$JL!5)&9DS(BLY6$"^XL2:H%F,C^%\MY0!J>VL9B;T0?WN[&K3F&4>D2]]Q"2Z*J M,G6[*R1%5$JTA5[&Q:2#/JL"&1 M]`5UY7"MRZ@-IH>!-99TOZA9OI3O_%=0MO'_`*4Q=TLH7702QD%)X&.AT2>% MY(7(&H5R1Q`-0]Z&YH[H\?%2AN+/.O1.U9:+U9"1]9U1R%TM59'8]%OE%B3' M80+69?(8;*7$ M=C=V=W)H\QB!#+)'+(6*>:7)#D3Y(=-[+U1Q0T7MBB27U8II(.VC MA,1^T10A3!](9)>Q(Y(MI64$FY^CUYN^3<3L:Y%Z=T;L0!H9$P-W)F1 M6R3Q2'KJTSFP\]0K];?D*K)6P7! MYSIAYI^EV$Z=[[S,&V^N&V;1K+&7MX["PR5HJJ8H;N8J1#(O*(P2W/S#Q(Q. M96A7V=M\RE5LT*XKO&'C%RJ)&M5UA+NU?8*YN2#,8J^7*=6-U[3PNP8=9+BYBR,<\SQ*-2MK%R*'D?@%YB"-=0 MDC:1MNIP2U3R+UAI=5?E;LR6V1O&^6B8N=H0<61]8*[KYE)*$+#:]J0JJC&M MXV$:D%5<6B8)"[-Y#O(BW)7C8U'UV56 MP;%TCL276>K6"RUZJ$02(^@')C]I3"HDV.U!NU29>/TK/XGB2QQR"61$]_:O+R39,8%'X9<8^0 M>VM\65PWAJQ&7C6SFE:_K+YZ8R1IN^6)>9[&,5$=!45*=1JV,4H^Z\;)@94. M1)U3BRB^Q;5LKJ?,2$*@D5.12>&K\DK'U>TZE$`U9I%`K',1Y+VVO=?A_KEN MO;6&Z>VJF6=[6^2ZO)T7B([.!8]7DE[%(#N-?5AD;1:VL\=O$*6XD:6E66P9 MEA;-Z[?N$IMG>-N9(A[;^[V3M<+PC1Z/VY"+KAE%")K=J1%W*SAP1)(%^P,H MV/MF3;F+87C<^5N7\25N!(.@T3F^FY3S'74ZLSD<"*B#S,=:;/K-ON&XVW!) M9]/\+8QX[%6[GBEI!JJRLO8DD^@9EU8HBQQEW,?,=^LS2JZU#?XC:=;JE*<_ M#6JK6.LEGN:VS9F#-88.3A2S4.Y^57C?KN@IQM7-T&?\@9O6DN\<(-6S>V MU-AK*V12*R[Q%PP3*_6A/E_\Y3.U$5>BP"D)\AKJC#?W&7P\6+_ZQYY3%Q`] M=6A9="WJ@Z@:1@%(8E!+S^H0_J^H0^E9YIWF&@ZE!(UCE9QBY+:AWI!K.8:T5*NZJE[969F M38+"V"5I4ZHO%F?Q4V4H.$"G(9$A5.U)T[2['*O)CZK6V/C%IN.QO(1?J'_C3V]]/_\`>=AS:!MC^KG'_B6'[V6J[7(_[2M]V_OE=2_-7]6) MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4 MIBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE1V M\G>-.SMKV4`'UZY@^X\)DP'W=*LQTHZI[ M4VAT*ZB]/\RUP-P[FAQ:V02,M&3:3S23>*^H\/U9%Y>!YCJ.&E2)9G%5GIBE M,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4IBE,4K\H M_)=P]WRO?W#W=?:[N[KZ]>OKW=<_8\3NYM/AK\^K[E?JS\5^J8I3%*8I3%*8 MI3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8 KI3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*8I3%*__V3\_ ` end GRAPHIC 16 t1400285_table1.jpg GRAPHIC begin 644 t1400285_table1.jpg M_]C_X1+W17AI9@``34T`*@````@`!P$2``,````!``$```$:``4````!```` M8@$;``4````!````:@$H``,````!``(```$Q``(````>````<@$R``(````4 M````D(=I``0````!````I````-``"OR````G$``*_(```"<0061O8F4@4&AO M=&]S:&]P($-3-B`H5VEN9&]W`1L`!0````$```$F`2@``P````$``@`` M`@$`!`````$```$N`@(`!`````$``!'!`````````$@````!````2`````'_ MV/_M``Q!9&]B95]#30`!_^X`#D%D;V)E`&2``````?_;`(0`#`@("`D(#`D) M#!$+"@L1%0\,#`\5&!,3%1,3&!$,#`P,#`P1#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`P,#`P,#`$-"PL-#@T0#@X0%`X.#A04#@X.#A01#`P,#`P1$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,_\``$0@`40"@`P$B``(1 M`0,1`?_=``0`"O_$`3\```$%`0$!`0$!``````````,``0($!08'"`D*"P$` M`04!`0$!`0$``````````0`"`P0%!@<("0H+$``!!`$#`@0"!0<&"`4###,! M``(1`P0A$C$%05%A$R)Q@3(&%)&AL4(C)!52P6(S-'*"T4,')9)3\.'Q8W,U M%J*R@R9$DU1D1<*C=#87TE7B9?*SA,/3=>/S1B>4I(6TE<34Y/2EM<75Y?56 M9G:&EJ:VQM;F]C='5V=WAY>GM\?7Y_<1``("`0($!`,$!08'!P8%-0$``A$# M(3$2!$%187$B$P4R@9$4H;%"(\%2T?`S)&+A7U5F9VAI:F MML;6YO8G-T=79W>'EZ>WQ__:``P#`0`"$0,1`#\`[SZRY5_2NBA_3BW'-=E- M58:UI:UA>VO8RLC8W]'[5SM/6_K1>&FK,K.X;H<*&0)JUC=WL^A_Z473 M_6+%;F8+,8UB[U+6[:R]U83J-G-O^O_`%"4YG[4^MV[8UC\*IK"0'6?M"UWMGWGTO4;_`-6H#H?2X$],J)AL MAO4K#J8]3Z3F_P`U*2FNWK'UIH.T_HZ^QVG\Q/@?6#ZSYF M+ZS]FW\S]Y=`/JU]4Y$`3V_6KO_`'H7-=-Z9@W4O]9U M>,RJQU>.'4Y-Q?4`US;O6KRV5OWN<_\`FVI*;?[8^M4Q]KJD]IQNVB"/K%]9 M#EUXQS6,+@XNP;6MMEUC:W?F(O[%Z5_W*J_]AI?L7I/_Q(]%Z2=#E5:$'^BY?(,M_[6I*2.ZI M]:VNAN;18)C>TT;9!3U"IM>4\VM>!=?2"UMCV56>A M9DN=7ZU3*[4E-5_5_K2P;AFTO9MW![3CP1&[V[PQ_P#T%<^KW6>L9/6VX>9D MMNJ..^TM:Q@]WZNZOWL:QVYC;G,L9^^KG_-GZHS.UL_^&K?_`$NB872.B8'5 M,>WIH`MU MS8_.4>J69C<=KLAE(J;:PO\`?8?;N]VC:DE(1CYP&AN/TM33CGGZ/Y_YB:FG M-#VDOMM;HYS/1Q]06[=-EGMK>_\`2JMZW1Z;6DUX;+,1^UI6TA^^XM/MV5-_FOH^G3_`#BM8W4<4/KIQOLF\D^DT.?.OJ/=M/H_1_GG M)*;XM9(_4+!Y[:__`$HN&Q+,5@M]9M>0YUKG!K[\JMU0(;&*ZK#JNQV.K^G[ M+/\`"KLL'J[L\D8C\>[:`]VQ]D!KIV^XT[?S5S'1W=7%61^S/M09]H?Z_I/P MQ7ZT,]7T?MU7VCT]OI_324P^T=/_`.XM/_L5G_\`O,E]HZ?_`-Q:?_8K/_\` M>9:6_P"M?_=W_MSIW_I)+?\`6O\`[N_]N=._]))*RH7CU?L;VN87.J]KL;&N]S M7L_/5_\`9GUA_P#+6S_-H_\`>%)3SGVCI_\`W%I_]BL__P!YD[#BY3QB8^-1 M]IO#FT-^V9K27!KG_H_5IKW.K8WU?I+HOV9]8?\`RUL_S:/_`'A41T7JKLS% MR\G-=E.P7NMIJL-;&;WUV8I<_P"SXE=COT5]GYZ2FU@&W'P]S6AC[/=9N][AN13__`-)(+CEG/Q?7;6T19&QSG&=H_>8Q)3__T?1NKDMII<"X1:#-8+G_`$7_ M`$&-][O['O6:R_*8UK6W]2VM:&R<9CG$C]'O>ZRESG/MGUG_`)G_`!/\TM#K MGI?9:C:YK*QUP!+L'4;VMO;NV/;[/3NK]_P#GI*=Q MN#EMP78K&6PP@X4ASFCUGVMDL M?2VVJROZ?J_X/TU*BO"R"W'INPGY+S(_4H&W;6^-CG^WV[_I6_X:O]S](E/1 MKGND?5_IE_3ZLA[;F6WCU+?2R+ZFN>?:ZPUT75U[W;?W%>QNC-9;NR&8MK-H M&UF,VLAW[^XOM_S/^FN9Z9T^TT6.R.FYV16ZUSL2S%MIKJ]`AOI-;5]LQ=GO M]3Z=.])3TG_-KI7_`'9_]C,K_P!Z4O\`FUTK_NS_`.QF5_[TK'_9U7_E/U;_ M`-B*?_DDE^SJO_*?JW_L13_\DDE._A=&Z?@WOR,=C_6>P5NLMMMN=L!+PQIR M;+=C=[MWL5Y@T!F^`'?S?O&W^N[]__`())3U"H]8!.((WR+&']%_.<_P""G_"?N*H>AW%XI.-<@6 M5T5.!,;OT;OL^UVU'9T6P/J+QAEC8]4#%$N`^EM=ZGZ+=_5>FIZ+>'5^O]BL M8T>_;B!KG1]'W>JYC?Y?Z/\`[;24AMR;'WO^A5LJ_X1 M1'0\P-@NP2Z(W.PP=0#[X;;7[W._G/\`!_N5U+1_9G33SB4$_P#%L_\`(I*8 M8_4VWW"G[/D5DNDUE=>7C;??ZGTJMZ2GNDER(Z=@R) MZ5U:/^./_P`D%I_5_I58Z11^T<-OVJ7[A>UC[0WU'^@VZQOJ[WMH]/\`PEB2 MG;257]E],_[AT?\`;;/_`"*7[*Z9_P!PZ/\`MMG_`)%)3:257]E=,_[AT?\` M;;/_`"*7[*Z9_P!PZ/\`MMG_`)%)3:257]E=,_[AT?\`;;/_`"*7[*Z9_P!P MZ/\`MMG_`)%)3:53(_IV)_US_J4_[*Z9_P!PZ/\`MMG_`)%!=AXF/U#%=CT5 MU.(L!2_&8<:LVV,L! MV@,=I#F%WIWVXU=FW=_IEF.;UPG^C:>6-CS_`-+J?^>DIM8&+;D,9:^VNVIP M]UF/D7N!(EKMCO5+?IA3ZA@TLJK+/4+S=7M#K[HG=[?\(EBY6?15Z;^G7OUD M>F,6MHT&X-9]L/Y^YZ;*R\VYM8;TS*&RUCS+L;AKMQ_[6)*8LP.I;ZM[:PS3 MUB,G))_E^D/^IWIJ<#JA=7Z[:FMU]5S,G))_ZVQVSZ7TOI_H_P";_2?SBL_M M'+_\J\K_`#L;_P![$OVCE_\`E7E?YV-_[V)*:8P.L[?L?2%9HTVA^1DAXT;NW.:Y[?I[_\`7Z=C]HY?_E7E?YV- M_P"]B7[1R_\`RKRO\[&_][$E,<7`OW.^UC8!'IFK)R'2==V_U#7_`"5RW2[+ M/1L9DY?5,9M=KF8S,:BZRHT@--=C+FX6;ZFYSK/=ZRZS]HY?_E7E?YV-_P"] MBJ],R,_%P*,>SIF27UMVNAV-$_\`L8DIR@^B1/4NMQ_X6O\`_D6M3H.+;D]( MQ;\\Y`RGLFWU'W5/)DAKGT[JO3>YOYOIU_U%:_:.7_Y5Y7^=C?\`O8E^TQ)27]G8W[UW_;]W_I5+]G8W[UW_;]W_I5"_:.7_Y5Y7^=C?\` MO8E^TQ)27]G8W[UW_;]W_I5+]G8W[UW_;]W_I5"_:.7_Y5 MY7^=C?\`O8E^TQ)27]G8W[UW_;]W_I5+]G8W[UW_;]W_I5 M"_:.7_Y5Y7^=C?\`O8E^TQ)27]G8W[UW_;]W_I5!=BU4=0 MQ7,+R2+![['OTVC\VU[V]D_[1R__`"KRO\[&_P#>Q19;E9.=0Y^%=C5U!Y=9 M:ZDMU`:UGZ#(OLW?V$E/_]3U5)?*J22GZJ27RJDDI^JDE\JI)*?JI)?*J22G MZJ27RJDDI^JDE\JI)*?JI)?*J22GZJ27RJDDI^JDE\JI)*?JI)?*J22G_]G_ M[1HJ4&AO=&]S:&]P(#,N,``X0DE-!"4``````!`````````````````````` M.$))300Z``````#E````$`````$```````MP'1E96Y":71B;V]L``````MP7!E96YU M;0````I%4VQI8V54>7!E`````$EM9R`````&8F]U;F1S3V)J8P````$````` M``!28W0Q````!`````!4;W`@;&]N9P``````````3&5F=&QO;F<````````` M`$)T;VUL;VYG```!*P````!29VAT;&]N9P```E$````#=7)L5$585`````$` M``````!N=6QL5$585`````$```````!-'1415A4`````0``````"6AOD%L M:6=N````!V1E9F%U;'0````)=F5R=$%L:6=N96YU;0````]%4VQI8V5697)T M06QI9VX````'9&5F875L=`````MB9T-O;&]R5'EP965N=6T````115-L:6-E M0D=#;VQO)E\K.$P]-UX_-&)Y2DA;25 MQ-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$``@(!`@0$`P0% M!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D8N%R@I)#4Q5C M+RLX3#TW7C\T:4I(6TE<34Y/2E MM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1`Q$`/P#O/K+E M7]*Z*'].+<SZ'_I1=/]8L5N9@LQC6+O4M;MK+W5ASFAUM8=;4YEC/>S\URSL3ZH M=-L<[[9@"MNNTLRLAY.HV`[Z36;=S=RZ;_`)F?5S_N*_\`[?O_`/2RJ=4^ MJO0\?%#Z,P,#\B]K"XGVM>[UO8USDE.+3]9/K%=:RIN8T.L,`NKK#1W] MSO3*.>K_`%K!,9=3@.X=C0>./\Y6F]"Z2Y[6/PJFL)`=9^T+7>V?>?2]1O\` MU:@.A]+@3TRHF&R&]2L.ICU/I.;_`#4I*:[>L?6ES@UN947&9'Z`1!V07N#: MMV[\UC_H?I%/]I_6R&D9E+BZ(`=CR-W[VX-11T+IFV#TZDG0$_M&T`^)V[GH MV-]7>@V6_K.-5CU`'09MUCG$[=ON]:MK-GOW^Q^])3E?\Y_K"'[3EZ@[3^CK M[':?S$^!]8/K/F8OK-S:@6@;@]M3"2=Q_1[V;?S/WET`^K7U3D0!/;]:N_\` M>AYS_P";:DIM_MCZU3'V MNJ3VG&[:((^L7UD.77C'-8PN#BYSF5[!M:VV76-K=^8B_L7I7_D_]RJO_87+_P#>Q(]$Z01!RJH/ M_=7+_P#>U)3(=8^M#JVVLS:7-<`2W]"US01O;ZC;&L_-_=5?)^L?UEQVM+\M MLFSTR&LJ?!!K#]:VEO\`AO9MT^G7`WNV,WN]/V_P`M$_9/19US:/`_JV5_[VJ]T3H7U?S.G5Y/4*FUY3S: MUX%U](+6V/959Z%F2YU?K5,KM24U7]7^M+!N&;2]FW<'M./!$;O;O#'_`/05 MSZO=9ZQD];;AYF2VZHX[[2UK&#W?J[J_>QK';F-NF@"US+6.BY]OL(8]WLMMM;]-E?O24__]#TK.^GB?\` M'M_ZFQ6U0ZM:::J+AM'IW!QWS$!MF[Z#7OW?Z-K6>^Q`9UDV/V-=071N$FP` MB-^YCC3ML]@_,24ZRH]7#CBL#0XN-U8&T`N!W"'-#RUGL^F@T]5MO?6RH5%U ML[)]5H.WZ?N=1[7-C\Y1ZI9F-QVNR&4BIMK"_P!]A]N[W:-J24A&/G`:&X_2 MU-..>?H_G_F)J:VM[_P!*JWK='IM:37ALLQ'[ M6ESK)K,ZRC(V9.Z]SV@,H=7CL=/N/J,:RWU';FL? M_P!MJF\](?7]H?5BFMY;2'[[BT^W94W^:^CZ=/\`.*UC=1Q0^NG&^R;R3Z30 MY\Z^H]VT^C]'^>KNSR1B/Q[MH#W;'V0&NG;[C3M_-7,='=U<59 M'[,^U!GVA_K^D_#%?K0SU?1^W5?:/3V^G]-)3#[1T_\`[BT_^Q6?_P"\R7VC MI_\`W%I_]BL__P!YEI;_`*U_]W?^W.G?^DDM_P!:_P#N[_VYT[_TDDIS?M'3 M_P#N+3_[%9__`+S)?:.G_P#<6G_V*S__`'F6IB6?6#)S7X-F7E8M[*A>/5^Q MO:YAS\]7_P!F?6'_`,M;/\VC_P!X4E/.?:.G_P#<6G_V*S__ M`'F3L.+E/&)CXU'VF\.;0W[9FM)<&N?^C]6FO%1'1>JNS,7+RZVFJPUL9O?79BES_`+/B5V._17V?GI*;6`;< M?!Q\>_&MNNIJ979;M9[W-:&/L]UF[WN&Y%-S#J<"R?ZM?_I1$W=3_P!'1_GO M_P#226[J?^CH_P`]_P#Z224C]6O_`+@6?YE?_I1##VNZABQC/HTL]SFL`/M; M[9K]9K+\IC6M;?U+:UH;)QF.<2/T>][K*7.<^V? M6?\`F?\`$_S2T.N>E]EJ-KFLK%S2Y]C0]H@.@NK=]+W?^E%E&WI;K'>GD5:@ M[&V8C7,:7.K+6V;&5O?8RMWI-V6?\:DIW<"_UJ0"+9K`:7W-V/<0(+W,AGN= M_49_VVH=2:755-:XL)NK`>(D2[Z0W!S5F8G3#ETMOIR,2VLZ3]C:`2TNW\V- MVAC0#N^F*OTG^9O24VW=/S201U&]I@ M`@,IV_\`2I+O^DI.PDIW&X.6US3]ON(#@7-+*?<`?HNVTM^E]%75S5G[.`Q[!=BL9; M#"#A2'.:/6?:V2Q]+;:K*_I^K_@_34J*\+(+<>F["?DO,C]2@;=M;XV.?[?; MO^E;_AJ_W/TB4]&N>Z1]7^F7]/JR'MN9;>/4M]+(OJ:YY]KK#71=77O=M_<5 M[&Z,UEN[(9BVLV@;68S:R'?O[B^W_,_Z:YGIG3[318[(Z;G9%;K7.Q+,6VFN MKT"&^DUM7VS%V>_U/IT[TE/2?\VNE?\`=G_V,RO_`'I2_P";72O^[/\`[&97 M_O2L?]G5?^4_5O\`V(I_^227[.J_\I^K?^Q%/_R224[^%T;I^#>_(QV/]9[! M6ZRVVVYVP$O#&G)LMV-WNW>Q7ES71^EN/4[76X%].!Z#0&9SJKINWOE]6V_- M@X.]78[\Q9 M-APZW.FS#``W0[I[X`=_-^\;?Z[OW_\`@DE/4*CU@$X@C?(L8?T7\YS_`(*? M\)^XJAZ'<7AP^QM;#`6?9&\@?ICN]3Z-COHL_,]GZ3]^%_216&FVO$>'7,%> MS'#(ES=F[WV;MGN_XS_@TE(S?DO+@;NI@..U@9CL;&FW=+Z'?0?[O]%_QBE? M;DM?;2W)ZDXUR!9714X$QN_1N^S[7;4=G1;`^HO&&6-CU0,42X#Z6UWJ?HMW M]5Z:GHMX=7Z_V*QC1[]N(&N='T?=ZKF-_E_H_P#MM)2&W)L?>]SG]3;6=VVM ME$,&ZOTI:ZFD7>U]GJ?I+/Y_])_-^FBXE]AM9:ZW/O8+!3LLI8UNX^H#:\5T MU6>DW][Z%6RK_A%$=#S`V"[!+HC<[#!U`/OAMM?O<[^<_P`'^Y74M']F=-/. M)03_`,6S_P`BDIAC]3;?<*?L^162YS=]E3FL]NN[U"-NUWYBCT$1T?%G_1C\ MJ+^S.F_]Q*/^VV?^17'],Z=--ARNGY]S76N.*_%L#*O0(9Z365UY>-M]_J?2 MJWI*>Z27(CIV#(GI75H_XX__`"06G]7^E5CI%'[1PV_:I?N%[6/M#?4?Z#;K M&^KO>VCT_P#"6)*=M)5?V7TS_N'1_P!ML_\`(I?LKIG_`'#H_P"VV?\`D4E- MI)5?V5TS_N'1_P!ML_\`(I?LKIG_`'#H_P"VV?\`D4E-I)5?V5TS_N'1_P!M ML_\`(I?LKIG_`'#H_P"VV?\`D4E-I5,C^G8G_7/^I3_LKIG_`'#H_P"VV?\` MD4%V'B8_4,5V/174XBP%S&-:8V@[9:/Y*2G_T_1>L@FBJ"`[U1M)W=4WW/]WTF?Z)_I?I-BU> MKUY+\9AQJS;8RP':`QVD.87>G?;C5V;=W^F68YO7"?Z-IY8V//\`TNI_YZ2F MU@8MN0QEK[:[:G#W68^1>X$B6NV.]4M^F%/JRJLL]0O-U>T.ONB=WM_PB M6+E9]%7IOZ=>_61Z8Q:VC0;@UGVP_G[GILK+S;FUAO3,H;+6/,NQN&NW'_M8 MDIBS`ZEOJWMK#-/6(RFIP.J%U?KMJ:W7U7,R5_G8W_O8DIIC`ZSM]S: M2Z.1E90&Z#[OZKG;/T?^#_TCT2S`ZEZQ](5FC3:'Y&2'C1N[5_G8W_`+V)?M'+_P#*O*_SL;_WL24QQ<"_<[[6-@$>F:LG(=)U MW;_4-?\`)7+=+LL]&QF3E]4QFUVN9C,QJ+K*C2`TUV,N;A9OJ;G.L]WK+K/V MCE_^5>5_G8W_`+V*KTS(S\7`HQ[.F9)?6W:Z'8T3_P"QB2G*#Z)$]2ZW'_A: M_P#^1:U.@XMN3TC%OSSD#*>R;?4?=4\F2&N?3NJ]-[F_F^G7_45K]HY?_E7E M?YV-_P"]B7[1R_\`RKRO\[&_][$E)?V=C?O7?]OW?^E4OV=C?O7?]OW?^E4+ M]HY?_E7E?YV-_P"]B7[1R_\`RKRO\[&_][$E)?V=C?O7?]OW?^E4OV=C?O7? M]OW?^E4+]HY?_E7E?YV-_P"]B7[1R_\`RKRO\[&_][$E)?V=C?O7?]OW?^E4 MOV=C?O7?]OW?^E4+]HY?_E7E?YV-_P"]B7[1R_\`RKRO\[&_][$E)?V=C?O7 M?]OW?^E4%V+51U#%_3:/S;7O;V3_M'+_\`*O*_SL;_`-[%%EN5 MDYU#GX5V-74'EUEKJ2W4!K6?H,B^S=_824__U/54E\JI)*?JI)?*J22GZJ27 MRJDDI^JDE\JI)*?JI)?*J22GZJ27RJDDI^JDE\JI)*?JI)?*J22GZJ27RJDD MI^JDE\JI)*?_V0`X0DE-!"$``````%4````!`0````\`00!D`&\`8@!E`"`` M4`!H`&\`=`!O`',`:`!O`'`````3`$$`9`!O`&(`90`@`%``:`!O`'0`;P!S M`&@`;P!P`"``0P!3`#8````!`#A"24T$!@``````!P`(`````0$`_^$-"6AT M='`Z+R]N&%P+S$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&%P+S$N,"\B('AM;&YS.F1C/2)H='1P.B\O<'5R;"YO&%P+S$N,"]M;2\B('AM;&YS.G-T179T/2)H='1P.B\O;G,N861O8F4N8V]M M+WAA<"\Q+C`O&UP.D-R M96%T;W)4;V]L/2)!9&]B92!0:&]T;W-H;W`@0U,V("A7:6YD;W=S*2(@>&UP M.D-R96%T941A=&4](C(P,30M,#(M,CA4,#`Z,#@Z,38M,#4Z,#`B('AM<#I- M971A9&%T841A=&4](C(P,30M,#(M,CA4,#`Z,#@Z,38M,#4Z,#`B('AM<#I- M;V1I9GE$871E/2(R,#$T+3`R+3(X5#`P.C`X.C$V+3`U.C`P(B!D8SIF;W)M M870](FEM86=E+VIP96&UP+F1I9#HP04)$.#DS.3,V M03!%,S$Q.31!-3@V-T$T1#-#1D-%."(@<&AO=&]S:&]P.D-O;&]R36]D93TB M,2(@<&AO=&]S:&]P.DE#0U!R;V9I;&4](D1O="!'86EN(#(P)2(^(#QX;7!- M33I(:7-T;W)Y/B`\&UP M;65T83X@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`\/WAP86-K970@96YD/2)W M(C\^_^(#H$E#0U]04D]&24Q%``$!```#D$%$0D4"$```<')T7-T96US($EN8V]R<&]R871E9````&1E**%4I(BGP*L`KDBQE+3HN$2[J+\0PH#%],EPS/30?-0,U MZ3;0-[DXI#F0.GX[;3Q>/5$^13\[0#-!+$(F0R)$($4?1B!'(T@G22U*-$L\ M3$=-4TY@3V]0?U&14J53NE315>E7`E@>63I:6%MX7)E=O%[@8`9A+6)68X!D MK&799PAH.&EI:IUKT6T';C]O>'"R<>YS*W1J=:IV['@O>71ZNGP!?4I^E7_A M@2Z"?(/-A1Z&<8?%B1N*MO[1_NT/""\C7SZO6@]U?Y$/K*_(7^0?___^X`#D%D;V)E`&0` M`````/_;`$,``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`__```L(`2L"40$!$0#_W0`$ M`$O_Q`#2````!@(#`0`````````````'"`8%!`D#"@(!``L0``(!`P0!`P," M`P,#`@8)=0$"`P01!1(&(0<3(@`(,11!,B,5"5%"%F$D,Q=2<8$88I$E0Z&Q M\"8T<@H9P=$U)^%3-H+QDJ)$5'-%1C='8RA55E<:LL+2XO)D@W23A&6CL\/3 MXRDX9O-U*CDZ2$E*6%E:9VAI:G9W>'EZA8:'B(F*E)66EYB9FJ2EIJ>HJ:JT MM;:WN+FZQ,7&Q\C)RM35UM?8V=KDY>;GZ.GJ]/7V]_CY^O_:``@!`0``/P#? MX]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]__T-_CW[W\XGY5O#NGYQ_/H9:":HFV M_P#,[O/!4M0^5S32RT,6XQ6TT;JU?X84I16F&*.()&D**`HM[!L[9P?Z?M)O MQ_R\\MQ^+6^_/X]]?W9PG_*I+^?^7GEB>?\`#[\GF_OL;9P?%Z.7G_JYY87_ M`"/I7\W]]';.$//VDO/_`%<\OQ_ZO7!]^&V<&3?[.8WX-LGEK\_T_P`OL/K[ M[_NQ@_\`E4FOQ],IE[?ZW_`XVT^^O[LX0"_V5_/_`%7`@#V%=/'2CNW*;1:EGDQ4O6^-W!&CY;-D4U?%F)J.1H(?XEX$ M^ZB?]QM.HZ![%7^[.$^OVDMCS_Q<\M>Q^HYKO?CMG"W_`.`DW/\`U<\M8"W_ M`&L!^/\`#W[^[&$O;[.;Z\7R.6'X_P`*\`\>^O[LX,\?9S<#\Y/+7_P^M?QR M??O[L82_-'+R"01D\MP?]?[_`/P]^.V<%Q:CF(Y'_%SR]_\`'_E/M8>_?W9P M8Y%)/_Y\\N?J2;W^_MQ[]_=G!WO]G-86Y_B66_!_!%>/^1>^SMG"`\4DUS^? MXEEK6M_U'FYX]^_NS@SQ]G,?K],EEA]/\?OS_3W[^[&$_P"5.4FX^F2RW%B3 M;BO//OK^[&#`_P"`DOTO?^)9?D\@?\I_^V]^_NQA+\T4]OS?)Y;^EKD_??7C MZ^_?W9P?YHIAS_SL\O\`T^A_R_\`'OO^[&$YM23&_P!;Y++_`%OP/^!]A[Z. MV<)_RIS6_P"UGEK$G^O^7#Z6_P!?WW_=G"$`_:3\?3_/-Q[]_= MG"?7[.6Q_P"KEEB;?06X'X)!KOK8>^O[LX2Y_R2;_ M`,^66(`^OXK_`*7]]_W9P@/_``$F^O/^Y/+<\W^OWUA]/?8VSA.3]I*./^=E MEOH>>!]_];_X^^O[LX0"_P!I+_Y\\M8#DV_X'"]_][]]_P!V,)]/LYAP!_Q< MLO\`GZ\_?6YM]`+5UO?O[L8.]_LYA_A_$LOS8_U^^!^I M]^_NSA.":28?C_BY9?\`UKG_`"_CWU_=C"'G[.87'U_B>6-_SR?ON"#[[_NS M@K_\!)N/I_N2R]P!<_FN_'OK^[&#'_*)->__`#L\L?ZD_P#*<1?Z?U]A_P!L M8RAPG5W8.9QT553Y##[3R^3HIHOMS[[&V<&./M)^/I_N3R_`O\` MG_+A^/;5GMN8F'`9Z:*GJ8IH<%F9H98\KEUEBEBQM3)%+&XKP5DCD0,"/H0/ M:4ZJAH-U=;;*W#D:*1:_*[>H:BK\>6SDBO.%:%W,D^1:5Y)?'J8L22Q/^'L0 M/[M8,?\`*),>"?\`BY97_8_2OX)_XGW[^[.$%C]G*`/P2/8K#;&"!/^1S$<_\O/+D6']+U]N?^(]]?W8PG_*G M-]>?]R67'^%K??VNP/OW]V<)_P`J/?9VSA`+_`&4W_GSR MW!_U_ON;V]]_W8P9`_R24G_M99?\CZ_\#^2+^^O[LX0V'VN]^&V,);_@'-Q>Y_B66_P!X_P`O!_K[VE_^$S<]2_Q;^65)-6U]53XSYQ=B MX_&PUU?6UZX_'P]8=0-%0T1K:BH>FHXI)&*QH0@9B0+D^]D/W[W_`/_1W^/? MO?SA/D0+_.;^8QR?^RYN]3:__5TH0?\``7]AZQ"@D_I4,20#QI`O?_6`/]?9 MSMZ_&G8O2O4G3N_.[MX[W@WEWUMZ;>VR=C]>8'`5E-MO8?W,E#0[DWIG-QUM M.M76Y.H3R18W'QA_`+M.K$#VC*'XI=I[QV]FNP>K<'5[PZQAFW9/M+/Y2?#[ M9W3OG`[(AAJ=T9S;FQ:[)/GU9@-J5E9'G<]C]J2R`5T]+#+'#SR;&RIR?P6^2>(P]=N"OVOM2+#XR@V! ME:^L3LC8\R4V)[.F2#9&1ECBS+RBDR\SA6<+_DQ!\NBQ]];X^"/RFZ]RF!PN MX.N:6IRNYM^MUAB:+;>[MJ;JD.^UHHLE_`*]L%EJU<9*V.F6<23E(FA!;593 M[/8&1?\`92U:?J/]#='_`%N; M[C>Q^EOQ['.W];\'_8$6Y/YY/^\^^A>]_I]#Q_0?\:/OW^L.?K;BW)`'/L[W MQ_\`CAU)VA\?>^>\-^[P[3P$O0LNTI,M@]F8G9F1IMPXW=V2?'4\F/GS]33U M%'78LQ-)*D@>.865"IN?8G]D_P`N7M M;U_)M?;IW1A<#5[EW93)OS:+46Q,30O10SS;\RG\56BVC*T^1@CBCK&C:H>1 M1%K]X,=\,OD9EL/V-EJ+8]"TG4Z;EFW[M^;=^U8=YX*EV:T0W'7R;0DRPSLN M/H%G1UF$.BHC;7"9%!(Q'X;_`"$7/;1VNNT<3)N7>6WI=WT&"AWEM:3*X3:4 M&W*?=TVZ=YTHR>O9^W8]MU*U1K*WQP%=2ABZL@4G7/PQ[-WIV#N'JG.0':>^ MZ7.=?[-VO25$E+6X;/[N[+K*:JVY+_&*:2>FGVD=FK59EZVD,QDI8HM`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`_ZFL_Q'NUCX9=![1^3?>V MW^F=V[GW7M"#=..S51CMP;4Q^#RLM#5X7'U&4=:_'YR6GCGI*F"G**8I%=7( M)N./9BL#_+]QG9FW^LNP>FMY;QW#LG=OK:S/XO8^Y*3,4E,6I5EJ:)UD.A_P26C/?$7NS%0XO(46UXJK&[LWAD-G]?X MJIW%M<;ZWE64>X)]N!\7M"AR]575ZQY*$Q3R4WF@A<$EM%G,F/X8]_3;BR>V M8,+LNJJ<%B4S.Y,O1]H;`K-J[7@DRRX&.@W/NBESLV'V_GIY.*^$/R6S4.R:FBV)0+'V%DL)B]L"LW=MB@: M63=#U,.TZW*1U62C;!8;=LM)(,9658BIZVPT,01?'4?"WOJG_OXCX[K^2LZP MQ%9F]^8>E[7Z]KL_M[&X[*MA,C/58.CST^4>2AR:^.9$B9XPRNP$;!O9=]W[ M4RFR=PY':^:J,+4Y7%/"E9)M_.8S?KS_>:DL;GZ7]W:?&SX&=>]^]0=9]BS[Q[CPV0W MWVKN'JC.3X+:.TLWLGKV7!X),]_?[=.3J:RAJJ'8Z15$:5)FDAEATNP9O2I+ MEN+X5=YX;%8C<^,H=H[JV?N[*;DQ_6^0ST^[]KILC` MX/:V03#[GJ=Q[X.47;>"EVYF72CK8:BH26GJG6-AJ8>S,=>?RZ#OCKOJ7<@W M9N&?>V]^Z]_=1;HV;MBLZQRU#3+L';]1N.MS>P-U5^Z<5MG<\M52(ABBDKEC MF4.8Y&(4$NF:^#OR0P^PZSLX;2P57L>#9.4[+CR%)OS9E;E7Z^Q6XUVMD-RS M8"BS-1E4I\3F)4AKD6-FIFU,044M[5&^/@IVUA]VOMS:F*9\5B^N^K=Z;GW7 MV'N[K/9VU,5D.T*".7`X^GWC%NZLVA-29^OUKAUEK(J^J@0O-#$0P`=8/XF= MRY78%1VZ=OXVNZQP.0P2[UR>W-Z;,S.Y=LX7,[J?:29:NVW2Y>HR%%')DH)5 MA,\0U!5E*^%U=@W_`)G7Q[Q/Q:S_`,ANE,'NC*;SQFU^LZ:MIMPYK&T.)R59 M_>;9.-W&\510XZ>IHXC2/DC$I1SK5`QL3;V!NT61-H[3>0.8TVOMMWT$+(47 M"T1<)K&CR%!9;BU[7]W%;J_EV]:8KK6H["QO97;&&H(OCCM'Y#TVXM^[5VCC M^N\A+N3*ICY.I*;LJ= M_P#5BY'KO;0WGFLEM#"YC%[P[%VU3;DQF#W/@Z3+NNWZ62"9A!75'CI9$C+% MU^GL-:_X*_)G'YG;>%J-F8*4;LVCN7?>#S]#OW9V0VA/M/9]4*+<^9GW10Y: M?$TM-AJMU2;5("=:LNI2&]HT?%'O>38^X>QZ79])7[-VY-N%)LMC=R;?R'\: MI-I5-/1[JS>T:2DKY:K=NW-NU%9&M77T*S4T.L7:US[5G1OQZVEV_P!'?)7L MNKW5NK!;IZ`VIA=W46*I,=@Z[:^Z*/,Y2/%)0553/+%FL954\FIVDC$B.M@` M#?V3+<+7VWN+_';V;Y/T_P"+55G_`%R1[G_!?96`[*IOCCUUN?(9S$8??51M MC:=1E]NP8RIRN+?.Y$X^#(04V7*4%1%2S3!Y$9E+J"%()O[NE/\`*\ZZD["V M+L^?M?M/:<&[.[-Z=,?P[>VS-IXO>>9BVSBJO(479>Q\8F1C@S6QJV:F\-0T MR1F)V'CEDL?9&MQ?"GO/"]AXC8$.'VV7W=C@B?'H[U23$CQD`GVRY_P"'GR#VG1;\R&Z]G8O;%-UON2;9 M^Y#G=W[8QTDNZ*>B3(O@MO1S9,?WER$U!(LD4=(7,X8"/4QM[2?:7QP[FZ8P M6%W#V1LU\!C,]4144+KD\7D:G&Y6HQL&8I\'N2DQ]545&V\Y/B:F.I6DJUCF M,+:M/U'L3,KT-TS+\6:SO?:7=>P>5R6?HYZ]X^ MN\VF7K,KG#@:6$-625=-2KR=*A=#/6AA/^RB]]CDD]7[2M_Y]JCC\<<_[Q[, M7MZFQE;GL)1YE\DF(K,KCZ/(/A_L_P"*I2U53'3S24`R`-#]W&LET$H*$CGW M;UOW^6-UML_-Y''#M7M7#4&$[6ZGZ[2NWULW:.'7LFA[0BH7GR?4\D.2"9C* M[/-8&K:>1):8WWM#';4AVMN^9J;;&5@W1495,3/%F:I3'$H<$2`A]!]H+>7Q MG[LV!UYB^T]V;*EQ6SBZ$@K<8M@?%?:&^OB1W!\B:7?>]H=V=2OB'J]LT^Q:"KV-D$R^4 MAQR8@;CI\[/N>+,4D$AJ:FIDQE/BZ>(H//(Q;02:W/X/^M_K?[S;_#Z^]G;_ M`(3-?]DQ_,#^G^SV]D_U_P"?7=/7^H%_>R/[][__TM_CW[W\X3Y$#5\YOYC' M'_<\W>O/^/\`$Z$>P]L+$<$'@D@6M=8]H]?[ M`[7QW45-68[K#<.Z3NG&[HVKA:R5JMMMU.0VON##0;IVU#5GR14F2CJ%CMH5 M@A*^UKL;YW]Q["V'0['Q.(V-42[>H^R,7L'=,V+R%)E^N\-VS$E/O?$;;Q^, MR='MR:CK45OM?O*.H>B:1VB()X%@_P`S?L6;`+MZMZ4Z=K*1NL=B=15-1)7] MH05=9M#KK.1;EV\LC4V^XXHLH&?VKM MT?)'6A8IH<$' M3[*_C/YAO?E!MJLQ-7!M#-;C>'LZBP'8.2H,DNYMH8SN"H-3OS&X6DHLI3;= MJ(,A+)(8'K*2HEI/(WC87%GZ3^8UV96[`GV%F^K^J,3IR0&LWM1[Q_FB]T;IR6'SE%USU3M M//83N%.[J?*X1=[UAJ-WG#KMZNI:FAS^[,I0'!9'#CPR0+&K(27C=&Y]ER[O M^4>:[OV+L/KRLZXZ^V+@.N\YNW/;>.S)=WO5&?>M<X\Y'44_P!\ M2\1"K*@.G418>RO_`.MP.+D'_BO-_8'0_P#92M=^?^,-T9%^;WW&YY_U_8X@ M7_!//`']3?Z_T^GOWU^O^%_SS_MA_7_>/\/?C_K_`.M]+6^A_P!Z]FIZ;^5% M;T_U+V?TW%U/U]O?:W<-1@I-^5.ZLIV!2Y/(4^VZLUV%H*-]L[LPE'C:6FJ6 M8R&.+R3JVEV(M[$JJ_F%]N9A^V$W7L_KG=..[6ZWVUU`^!J(-SX?`['ZWVE/ M'483;&Q\;@-Q8Y:&"*:)6EFJ34SU!!+N2Q/N;MS^8WW9MBJH?X9@-H'$P]89 MCJ7(8V;(;[.4R^U>Y:/M''T^+R4FY-QG="UV? MRF#HZ1$Q];6&:IC74KLZ.P,38/\`,*[DZS'7$&T=N[)I\;UQC]X8.CQV1DW= MEWRFV][8>+"9C:O\:K]RR[CVSMN*G@6HI:/$5=''35UZF,+(;^P>R?RG[8J< M[M7X!F]R[HW#_>.@H:'&;>7*Y[>>9SV4S5%MC%T1IJ M1*F5R8II%DU7%LO8?R4KM^[PS/9E-U;UGL?M34HEGJ)L=2PZF9U0(C,/9C*;^9WW;2;[VOOV'8O5J M5F"[4R_>6_F0]EYS#;TPYZHZDQG]]MA=2==U];0/O M\RXW"])5\66V'4XNEJMWU%`F0IZ^FB>K,LLNJO<&SMH[.'66P,7U MO@*7:4^YYHJK;N&DE?&G)ON7.9N>6OIUE96FC:/R#E@3S[+D?Z?X`6-OS;@7 M]^_-[_0<6_I_2UQQ?WR0^M;7Y9?J>;7_`*_@6]E1^/''87R1Y(MV0O\`T)7# MCZ"_NRKXU_(/-_&+M'&=N[7VCM;=^Z,+0Y"CPU-N^?(Q[92EEHJRK-+MS M,X2:MF>BG:-5FD:-2=0&H`^QNVW\_>R]EY/K!=F;!ZXVQLCJG?\`ENU<1UM1 M'>4V`W%V-FEG6IW3O+-5NYI]VYVHIEJ66G@-;'30IPJ6O>#BOGEVOMA*T;*V MULK:=15]FX[M>"6.7=6XJ7$;IQ^8GS/GP6)W3N#,8S#3Y">H,-74TT<554TM MHY'(%_R&$R"_)6LP^0WWKQ MGC3%5V"E4XRMVA$D_CP]73T"_:"0B1S3DB^HW]B#2?S#^ZTFZ.JLGC,!FZGH MB+;5)@XZK/=B4&!W91;,[9^239>39?9NZ%W/-C.O,!M.KW/L+>)WY2U=%N?#YW+YW<,M=AL3 M3"J%1"M0E,&>JLW5Y3(Y:GS=8VXJ7*9FMP=7%)DJ6-E6"E@T(# M&/2Q'L3,C_,.[CRO8._]ZYC;>T\[@NT]G;EV1V!U=N+,]B[@V!E\/NV>FKE-)*^YG3W\PS?/2.TNM=F[/Z=ZC?$=3 M[^W5V1M`Y&?L4RQ9[>."JMM9*'(+1[SIH*W'Q8BJ"1)I5_+&)69F9KNU3_,C MW[4=>5?6J=+]14V`J^G]U]'F>'(=GR9*'8N\MR-NW,+'//OF6$Y?^.6DBJ'1 MC'&/'I*^V/?'\PKL'L3"[TVENKJGJC([%[`ZXZUZYW'LR1M]''/_`*((I*;K MW>&-R#;M.9QFZL+22-#(T50*2K0WF@8\^VS$_/GL/#]+R]#T?6/45+LFLV-A MMB9,XS&;EPE=E*/`[]F[`H,W.N+W)34";CER4[4U15)#JJ*0(K@O&K@H'\P; MY![E^4=-WCW-O#;NV-K[DW#UE)CLECMH'-#"2';FV8L)0U4,6>RN8KH)IT0K;2VD)$#H=K[;+H691(G\&H;QZT*N@D4$74AA?CD>S M<=[_`"8R_?6VKMV02XNCS5+G]S9:% MJ^$M)KK*<05$@D-V]*6,9V#_`#,NRNR*#(8[.=,])I#E]^=7=B95#3[\RE#D MLWU)BX,)MFDK<3FMX9#%5.%JU=^[FZUW7E] MA]?XO)]3Y'>&0VA)M7(]A;:J*/\`OKN%-R9&E_B.,WE'7QTU/4JU/$LM]E;HQO=^#I= MM[SS.X,EO:FS$>(QU3][C:;#)@=R8K%T$M%7?N^4P2/+^ARR<>RI;C`_NYN. MPL/[OYS@DP.)W+D=CT^"W-BL/G:G+4 MV(J7@GIJVK@2KW/)N"GIV-2[I2I6BG1B`%TBWL8:C^9) MV*]?MC(4O372U'/LS8&K,CC&HA+0S5=//)0S,SQ,#8`/?D5\MNT?DS_!9.P#!2SXNCQD5>F(S MN\I,-F\EB<9'BZ?<#[3S6XLIM;`YFHHXP*B3&4E(L[G45O[C;E^1N-W!TUAN MG*+X^]);:;"4<-+3=EXJDWS6=B2O]U'69.NDJ,UO#);;BR>-6C<6/M+Y3^8;VOE^Q\'VK5;)Z^3=N"Z\QG6,4E M'4[XIL;EMM8J/(Q4]+N7%INQZ+V^^M MA;/V%OEJ*"EVC@L5MEJS;^6W;BJ'<6&V]/+-MY,ULA=POL`9#"*XB@K*?&0U M`AC5"QM?VE<+\A\GM#8^7VCU_P!?;&V!FMU=?5_5^_=_[VX]^[0RN1BR M&1@W#C,KN/(;3CRU9]O'`U;24%/*M/'H7269B7@<6MP!8@?FPN/KS]/>SM_P MF;L?C'\P"+_]EV]DWO\`U_T7=/>]D?W[W__3W^/?O>C#1_RQ_F;\T/E=_,J[ M0^.^Y?C!AMD8;^89\A-DY&E[IW#VMBMU/N3%2[V]/D7_2P_YI-];> M_?\`#!G\TC_GO/@%^+_[_7Y%FX!O]?\`1,#?WX?R"_YH_P#SWGP"_P#0T^17 MXO\`3_C$PM]??O\`A@O^:/\`G??P!M_0;T^18_(Y_P"93?7W[_A@O^:/<_[_ M`,^`7XM_O]/D7Q_K?\8G_'X]]?\`#!?\T?\`Y[SX`_\`H:?(L\@<'_F4OX_W MGWW_`,,&?S1[_P#'^?`+\C_C]/D7]/Q_S2:]_?O^&#/YH_-M]_`'Z\?[_3Y% MC_YDYY]DXH_Y0'S_`*CY\9CX[1[N^'([;H/B[C>V*G(2;J[J_P!'1V'4]BMM M2&E@KEZ[_O0=WC,*7:%J(4?VOJ$I?T^SC_\`#!?\T?\`Y[WX!?ZXWI\BQ;\_ M\^FYY]^_X8,_FC_C??P!^EN=Z?(OGBW/_&)C[[_X8+_FC?C??P!'_DZ?(S_> M+=3>^)_D%_S2#_S'GP"_]#3Y%CFUO^?3'WW_`,,&?S1[W_OY\`O_`$-/D5_] MJ:_U]^_X8,_FC?C??P"_I_Q^GR+^A_UNI@/?O^&#/YI'_/>?`+_T-?D8!?\` MJ?\`C$Y)/OW_``P9_-'^O]_/@#?_`,/7Y&?[R?\`1+^![]_PP7_-'O?^_GP" M_P#0T^1=_P#WT_\`3W[_`(8+_FC?\]Y\`;?^'G\BN?Z7_P",3`_7W[_A@S^: M/;C?GP!O_P"'I\B[?@6_YE,?Z>_?\,%_S1_SOSX!<<_\?K\B^;VN#_QB;^OO MW_#!?\T?C_?^?`+\_P#,:?(L`7M^/]$WT'OW_#!?\T?Z_P!_/@%?Z6_OI\B[ M6_\`13?CW[_A@S^:/S_O^_@#S;_F-?D61Q]/^:3>_?\`#!?\T;_GN_@#SR;; MU^1?'^'_`#*;^OOK_A@O^:/Q_O\`SX!?C_F-/D7]+?\`B)O?O^&"_P":/;_C M_/@#_P"AI\B_Q:Q_YE-?\>^Q_(,_FC@@C?GP!N"#_P`?K\C.2"#R?]$_]1[K M$^&_\L[Y?=L]R?.W:.S^Q/AWM#,_'SOR'K7M;+=M;W[0V]M7(;RD7.>.3KJO MQ.RLA69#`O\`PN:S9*.DJ;%/V^38_'_#-'SO%K_([^5Z?Z?\9I[IY^EO^:;B M_/OO_AFCYW7_`.RCOY7A-[?\SI[H'-O_`!&QM^?]C[Z/\FGYWGG_`&8S^5[S MQ_S.KNCG_8_Z-_KQ[[/\FCYW6_[*-_E>C_7[I[HL?Q8_\8X'OW_#-'SNN;_( MW^5[8\_\SI[HYM?C_F6X]^/\FCYW?]Y&_P`KW\K_`,SH[H_VW_,N.;>^A_)H M^=O_`'D;_*\_K_S.CN?_``^H_P!''X]^/\FCYV\_\Y&?RO;DG_FM7=`M_P"P MX//M'R?R-OG#)OZD[#/R:_ED#(TFU:O:28X=S]P_8/1U60BR+5;2?Z-/NA5I M)%H`#:"IY%_:Q'\FCYW?]Y&_RO/J>/\`33W3^1^/^,;\'W[_`(9H^=IY_P!F M,_E>\_6_=/=!_I]/^,;^_?\`#-/SNL+?(W^5YQ<<=T]T7XY_Y]O8CWU_PS1\ M[[G_`)R._E>D_P#B:>Z.3Q^/]'''TM[[_P"&:?G;;_LHW^5Y_K#NGN@'Z6O_ M`,RXM[]_PS3\[3]?D;_*]XYX[H[G_K?_`)]P??O^&:?G=S_SD;_*]%S_`,_I M[GM_B>>N#S;VG=W_`,D7YR[QVIN3:59\E_Y8E%2;EPU?A:JLI.Y^XWJJ6#(0 MM!)44Z3=:F!IXU:ZAP5O]?;IC/Y+7SJQ>,QF*B^2/\L"6+&8ZAQD4LO='?K_P`9I[I^O]!_QC@@^_?\,T?._P#'R-_E>WY^O=/= M'U/U_P":;VO8>^O^&:?G=>Y^1W\KSZ6Y[I[H_P!C_P`TX]]C^33\[AS_`+,; M_*]_/U[I[H_WO_1O_7W$K_Y+WSLKZ&OQ[_)#^5_''D*&KH9)$[H[G+QQUM/) M3/(@;K<@NBRDK<6)^M_;%LS^2!\X]D[4P.TJ+Y+_`,L:NI-OX^+'4]96]S]Q M)5U$<3.PDG2GZU2!9"7/Z0!_A[5'_#-'SM^A^1O\KP?ZW=/=`YOP?^9;\>_? M\,T?.X#GY&?RO?Z<]T]T<#GZ7ZW(-O?7_#-/SN_[R-_E>?\`HZ>Z+<#^@ZX^ MOOL?R:/G=]?]F-_E>_D?\SJ[H/\`B>?]&_M587^1;_,HW+2-7;<[9_EU;@HE MD>!JW"]C]_96D69;:X6J:'JR>%94X)6]Q[9J/_A.Q_,[H]^9G?R]E?`Y\AF] MO8W;D^/;>7R#%#!38RJ>KBJ8'7J(5)J)G?2P9BH`X%_:Q_X8+_FCVL-^?`'^ MM_[Z?(O_`'K_`$3_`-#[\/Y!?\T87_W_`'\`N3_SVGR+M_MAU,![Z_X8+_FC M_7^_GP!O>]O[Z?(OGF__`#Z7WW_PP9_-'/!WW\`;?T&]?D7_`/:F'OP_D%_S M1_\`GO/@$1^/]_I\BQ;F_P#SZ?WX_P`@S^:.;_[_`+^`7/Y_OK\B_P#"_'^B M:WT]^_X8,_FC_3^_GP"L?K?>GR+_`-O_`,RGY_'NT;_A/'UEO3I;J/YX]1]C MU.UJS?W7'\PWMC:6\*O8]1EJO9]1G\5UCT['72[:JL]0XS-3X=F8>%JJGAF( M_4@/O81]^]__U-_CW[WJ:GMSO?HOX^?S/NR?COV)O3K[?E+_`#XMT[-J(]A[ M1ZAWEN#>.V^S][=#]>YW:^-QW=6WL]LVES4]!N%Y,;42/0)'D%B\\_@UJ5EV M/\\?G!LWH[^99M:I[A[?ZX[J^*&6^->^^E:#MSJ+XMK\GLGUEVON';VU]Q-O MC$;%VUNCXJ;IV7GLUD*VDV_7X9HV.Q<-M.FH]A5F^L7@'I/XC7[[\[CWGGNO.O M/B;EN]/D/MOOOJ[HCK_>N4GEJ@PE139:HSSRST MM>$@\<,LB^S3[%_G*;OWUM[`;EI_Y=WROPN"[&[(ZOV3TYNS=%'C-E;`[!PO M<%544VS-U+N_L&BV='3NZQQ3U='C*;-I#2SI+'4S+>SCO7^[_YGV%W9OG=':N/ZD[UP$74VW-WUV&P]%MG` MY/I_#[KBV1A:O$8&DIL3@WR=20)YJ>JJ%U^25I6N27KXR?S8^_N[H?CWMS/? M"B&AWWWUUQVYW/CLEA._ME4W75)UKU9O]=G9(4F6S>(3,MO.):E-5!6TU%1. M4$OWZ1RL('C:?\Y"7[8-\8#<>T*3&Y^CV771KM=ZJBK6?*4M3&9(U>&98I&&/ MK7^9UG]F;B^'G1'9/4>6WEGN^.@-M9G`=B8;MOKG,;^WOV/A/C;1]U[C.5ZF MBGBR&T<+N&.BJZ6FR>;R>,DGR)!%&*5EJ"$V_P#^=?ONCZ&WCV1LOXBUV%WO M-\;^I_DWU/MOLCMC;BT&Y.ONQ^\,5T)F'W94;4Q>43;&?VAO#-TLD5`D]4N4 MHYO(L].4:,C5W7_-;W?TCVGG>DMT_&C#T_8DO07>W:VPZ6C^1.P]TQ9G>'Q^ MZ?H^W-Z;6W?C-K8.NRG7^TZR@>KI<5E\B(LCD9:/4V)I8YHY`&^UOYL+8&JZ M^S?>G1'8NT>Z.POA[\:^S-J;,VQVUA\[TEV)NGY,]M?Z/.LML[32>:EI=M9[ M)[NKHER>=S5%2OB<>S4^JM2G26<3)_YLNYX]SKT[#\->QI_D1B]Z=T=<;UV& M>S^O*;KK:V]>GNGL)WJ:>'MNI,4FX-O[SZYW%256/KJ?`K)%*YAJ:>&1;$-= MX;Y_F1?+/L[X+_*#X8;CJ-C_``Y[$V/M/?W:.R=Q;DZTQ^:IJ;JS^-K* M3+;&S%943PT);_*FO?]^]^]^]^]_-D^<1OMS^;X1<'_ M`(=]VOQS_P`\+W>""`0#_L?=C/Q#_D"?#GY"?&+H_NW>'R3[PVYNKLWK_";M MSV!P=!L)\1B?]FM^0G_GMZX/^\?W>^I]^_P"@:#X*\?\` M.5OR%YX_XMG7'_V/?GWW_P!`S_P5^G^S7?(3ZGZXWKG_`%O^>=_XW[[_`.@9 M_P""O_>5OR$^G_.MZW_^Q[_'WU_T#/\`P5X_YRN^0E^!;^&]<'Z?X_W>MS?W M[_H&@^"IO;Y6_(3_`,]O7'/Y^O\`=VQ]]'_A-!\%?^\K?D)_6W\-ZX^G]?\` MCWOZ>^_^@9_X*_7_`&:WY"6X_P"7;UQR/Z\[>]]?]`S_`,%?I_LUWR$^GT_A MO7%Q_P"N]>_OW_0,_P#!3C_G*WY"_3C_`'&]<_T_\-[W[_H&@^"A^GRM^0O] M/^+;UQQS_P"&\+?7WV/^$S_P5/\`W-;\A;'_`*MO7`^H_P`=O?[U[Z'_``F@ M^"A_[FN^0GXY_AG7']>/^8>_/OD?^$S_`,%!?_G*[Y"?ZW\-ZX^O]+C;O]?? M7_0,_P#!7_O*WY"_^>WKC_>_[O\`OH_\)G_@K_WE;\A/\/\`<;UQSQ>W_'O> M_?\`0,_\%;'_`)RN^0G'U_W&]<"X'_DO>^_^@9_X*_7_`&:WY"?2]SC>N/\` MB=O^_?\`0-!\%>?^N/Q_7_`'[WOP_X3/\`P5)_[*M^0O\`L<9U MS;_WG?K[\/\`A-!\%+_]E7?(3^O_`!;>N!_3_LWO\??O^@9_X*?]Y6_(7_#_ M`'&]N2/Z6_X][^OOW_`$#0?!7Z MCY7?(7ZV_P"+;US_`(6'_'N_7WU_T#0?!7\_*WY"_P"QQG7%R?P.=O&_OW_0 M-!\%;_\`95OR$_\`/9UQ_P#8]_C[+K\N?Y`/PX^/WQD[P[KVA\D^\-Q;IZRZ M[SV[L#@LWC]AKB,KDL53>:GHM2EG>P8Q2(X'(YX]V+_\`"6/_`+(1 M[1_\6'W#^;_\P?M#_$V][-'OWOWOWOWOWOWOWNG/^4Q_S,/^;9_XU;[\_P#? M<]-?[S[N,]^]_P#_U=_CW[WKY?"#XL=&?+B@_F@==_(#:&1WOL[!?SDOD9OC M%XB@WUV#L,T^Z]O8GJRLP.9?(]<[JVCE:NHPE?"E32+-/)'3U4:3(JRHKBPF MN_E9_!/*]?\`9'6F6Z3K,OMON'.[4W%VKD,OVYW?E-^]B9#8LB3;-@WAVK7] MDU':.?P>UYXEEH<94YB3&TTJJZ0!P&"DVO\`RY/B!LREW^FW.N=UT&;[0QNW ML)O?L"3O+OW(=O97`;5JA6X#;=+W3D^T*SMO!;8Q]6/(,9C\U24$C7+Q-<^S M0]9=6;`Z&_EC?!W;^$Z6V_A^D%HL?\>5W#3]/2KV1VY+F-H8?=DGEW)M,[BGW[+N' M<.Q,U)_CUN;M;=_4.PIMJ9_N_(XK+=HU,N\M^[EI-T MY#"8TX;%5+XC=FZ,[A\0U%B2*9104]*O@54(*JH`-[2_EB_!K8NYL1N[:?1= M-A\Q@MI=C["Q44/8':T^`I=E]N35]1V+M<[2K-]5&U*C![GGR4KRT\M$\<3: M#"(_''H2U'_*1_E\XZLVMD<;T%-C,ELK([!RVVK:?)4?7= M2,C1=F05M6VS:/+U$-`L\DJP0R:`-"H%5&$_EG?#+:.S\+LO:?3L5-@-K;OK M>QMM[=W)V'W%O#:/]_ZC/5>[Z?.[KVUG^QZNBWQ1TV\ZQLJM#E#44L=<3/$D M4VF12]?$[^4%TCTOT?OGJ_OE<+W_`+N[*B[@V]O7?V*?MWK>#(=>=S;XR6^] MU;.P&V9NZM[1==?Q2MRC4>4JML56&?-T--3I6K*RR-(->%_E1?`+;TN,J,/T M!#1U&%J\-D<34#LON*>HQV5V_P!?U'56)S-)/4]A330YRFZ\J3BFK0WW]NR[D MKLSO'<-7-6;BWWD,5-G.PNO#U3OS*MMJOW54[:%;O/8)%!E'%(#7Z5GFUU*K M,&2/^57\!4\JS?'W'Y"GEZ6PWQZ-!F=_]KYW%1=0[;S$.XMM;5IL1F=]UV,H MZC;>XJ=,CCLI%"F8H,@@J8*J.<>3V]Y'^6E\+,I#L6.LZDROW'7$G8M3M?+T MO;W=V/W(K=F=*].;EIVE81K-52^-+(ME``%/W[W[W[W[W\V_P";%#75^W_YOT=!15M<\?\`-YVO M+*M%2SU1BB.R.[8Q-,*>.3Q1EW"AF`!9@OU(O:7\-_YQ'P/Z.^+/17478>S_ M`)2S;XZ^Z[PFV]TR;AW@B8CZJ/9E_^ M'WOY;MS_`+\OY@?D@_Z'MM?X?]_/^OOW_#[O\M[\;+^8!X''^A[;7U'/_/T! MQ[[_`.'W?Y;MO^/*^8'YO_QA[;7XX-_^,G<>^O\`A][^6]_SQ?S!Y_[\_MHV ML?\`Q*`]^_X?=_ENV_X\KY@6%O\`FCVV3^+6X[//-O?O^'W?Y;M[_P!R_E^/ M_*/;:_QXN.S^??O^'W?Y;H_Y@KY?V^MO]#VV?Z?^)/`^OOW_``^]_+>^O]R_ MF!_C;IW;/^/]>T![\?Y[W\MWG_?E?,`_U_XP[MGFU_\`OZ'//OW_``^]_+>_ MYXOY@`?@_P"AW;7T_P!;_2??WU_P^[_+=^G]R_F`+?\`?GMM6X`M_P`U0MS_ M`$]]_P##[W\M[_GC/F!_Z)[;0_\`FH'_`(I^??9_GO?RWK'_`'Y?S!_]$]MG MZ?0_3M#WU_P^[_+=_P">*^8/)`XZ>VS_`(V!MVA;Z>^O^'WOY;W-]E?+_P#% M_P#C#NV>>?\`Q)_X]\O^'W?Y;I/_`!Y?S`_U_P#0]MG\_3G_`$H?7Z^^/_#[ MW\MX?\P7\P/\?^,/;9-_]8_Z4+_0?GWW_P`/O?RW3_S!?S`_P_XP[MK^H_'^ ME#\GW[_A]S^6\/\`F"_F!_Z)[;0_Q^I[1)OS[Z_X?=_EO'@[+^8%O_$/;:_V M'/\`I0O?W[_A]W^6]P/[E_,#^IOT_MH_['_F:'X]^/\`/>_EO?\`/%_,`_U_ MXP]MG_[9_P#3WW_P^]_+>_YXOY@VS_2X_YJ>+V/OW_#[W\M[G_?E_,# M\?\`-'MLV_V_^E#D"_OQ_GO?RW_SLOY@?3Z_Z'MM?T^@_P",GWOS[]_P^]_+ M=^@V7\P+?^(=VU;\`W'^D_W[_A][^6[_`,\5\P/Z_P#,GML_4C_Q)_\`6_LM MGS$_G%?`WO#XM][]1]?[/^4\6]^PNN-P;8VM)N+JK`X_!)F3_A+=05]!\$^SDKJ&NH6D^0FX9(16TE12&:,;1V MDADA^XBC\T8="I9;@,"/J"/>R[[][][][][][][][IS_`)3)_P",A_S;/\/Y MK??G_ON>FO\`8>[C/?O?_];?X]^]T[?RC_\`CYOYJ_\`XUH^4O\`O.!ZO]W$ M^_>_>_>_>_>_>_>_>_>]>#Y!=2=V]Q?SM\Q@>BOE/O'XG;EQO\N?;F4RN\]G M=:=8=H5>YL/_`*>JVF.V*W$=J8;.8;'TBU$5/DA":@A/LV'^R,?S% M/^]SO>/_`*2+\.?_`+7'OK_9&/YBO_>YWO'_`-)%^'//_L./?O\`9&/YBO/_ M`&.=[Q_'_YWO'_`-)%^'/_`-KGWT?@Q_,5 M/_=9WO'_`-)%^'7^]_Z.?>*3X/\`\PZ$IYOYT?=D6MTB02?$GX;IKDE)$2+J MZZ&J20J0HY)L;>\I^#/\Q-06;^<]W@%`))/Q&^'(``%R23US8``>\4GP?_F' M1&(2_P`Z/NR(S2"*$2?$GX;H9I6NRQQ!NNP9'*@V47)M[R_[(Q_,4_[W.]X_ M^DC?#K_[7/O#!\(?YAE6AEI?YTO=53$LDL+/3_$KX;3()87,4T1>/KIE$D,J ME67ZJP(/(]YO]D8_F*_][G>\?_21?AS_`%_\1S_3WCE^#W\P^G3R3_SH^[88 MPR+Y)?B3\-XTU2,$12[]=`:G=@`+W)('O(/@Q_,5Y_['.]X\_P#@(OPZX_\` M8<^_?[(O_,4_[W.]Y?\`I(WPZO\`^^Y]^_V1C^8K_P![G>\?_21?AS_]KGW[ M_9&/YBO_`'N=[Q_P_P"<1?AU_P#:YY]^_P!D8_F*_P#>YWO'_7_V47X<_P#V MN+7]]_[(Q_,5_P"]SO>/_I(OPZ_^US[Z_P!D8_F*_P#>YWO'_P!)%^'/_P!K MGWK'_&K?V^?B7W#_`#6=^=A?S.^[OCQCN_ME?%?I+M?-=[]AU^- MWYE*?>6Y-L9?9FX,;L6N^SPU8YI\3'2XX>4K;5H!,?\`\.P;#_[WV_+H_P#F M-[XYC_>^IQQ[Z_X=AV'_`-[[?ET/]?\`EN_'/\VM?_C$_OO_`(=@V'Q_V/N^ M77/T!_EN_'/_`&UO]$WX]^_X=@V'_P![[OEU_P"FW?CG]?Z_\RG]^_X=@V'_ M`-[[?EU]?^];OQSY_/YZGY%O??\`P[!L/_O?;\NO_3;OQS_^U.3[X_\`#L&P M_K_P_=\NN;?]TW?CG_\`:GM?GWW_`,.P;#_[WW?+G_TV[\<^/Z7_`.,3^_?\ M.P[$Y_['V_+KC_P6[\<_]?\`Y]/?W[_AV#8EP/\`A^[Y=?G_`+IN_'/_`.U/ M_C[\?YL&P_\`O?=\NKW_`.];OQS/Y_\`$3^_?\.P;#_[WW?+K_'_`+%O?'/_ M`%S_`,TG]^_X=@V']/\`A^[Y=`_X_P`MWXY\_P"M_P`8G_Q]^_X=@V&/^Z]O MRZ_]-N_'/Z7_`/$3_CWU_P`.P;$Y_P"Q]WRZ^G_>MSXY_6W-O^,3\GWW_P`. MP;#_`.]]WRZ_Q/\`PV[\<[?^^G]^_P"'8-B?][[OET?_`#&[\<__`+4X^GOW M_#L&P_\`O?=\NO\`8?RW?CG_`(_]^G]^_P"'8-B'_NO;\NOZ'_L6[\<^/_83 M^_?\.P;#X_['W?+JW_C-WXY_U/\`WZ\/_21/AQ_]KCW[_9&OYBW_>YWN_\`])#^''_VN/?1^#'\Q4W_ M`.QSO>/_`*2+\.?^(ZY'OK_9&/YBOX_G.]X_^DB_#H__`#.???\`LC'\Q7_O M<[WC^?\`N47X<_[#_FG/X]]?[(Q_,5_[W.]Y?G_N4;X<_P#$]\?S_P!RB_#K_B.N1[]_LC'\Q6W_`&^=[Q_U_P#91?AU_P#:Y]^_V1C^ M8K_WN>[Q_P#21?AU_3_Q'-_K[]_LC'\Q7_O<]WC_`.DB_#G^M_\`GW/]/??^ MR,?S%?\`O<[WC_Z2+\.?_M<^PI_DE[;W5LX?S-MJ;Z["R?;.]-N_S-^ZL3NG ML[,X'`;7RV_,W2]:=-K6[FR&W-J4M#MG"5.1L/=Q/OWOWOWOWOWOWOWOWOWN@_NNF MVA5_S<_DA3[^R5/A]FR?RA*G^\&4J]U5VQZ>@QZ=XUKO4S;PQN7P.0VVL4B@ M_=PUM+)%]1(IY]U_/\HNUMH?RZ>Z/B5!WQN:&JPWQYA[[ZW^7TG9_P#$'?XR M[HQDM5-@*3O"KSL_W':>([$AFVE2J^1?*M%./&&:"WL_&QODM\C^H*GXR=!] M7;@ZHW%UE\E_CWU7/\.]\KL/L?MQ*/L3"T^W*[NS"=Q=D5/?-0-YI0;4J*_, MT59'-CWD.J,M(T/C=!U'\WSY#XO(93=F(V/U#V_1Q9WY)[/W+\4MDXW=F!^3 MW1,_0.'S-;B.P.RY*G=6Y(\CM3?,F&$]13_W?Q?VE)6T_P!E5Y!]0(A]@_S' M>W]A_&.G[/3Y8_`W>V]NP,A1Y3J5^M>M^P]Z-E(I.NLCO;(]/U6RX.]Z+$+V M+292A-+'7Y/=6#A^PCEEEH4JPE(P![!_G1]_]A[0[J[;Q/\`LKM;M?HSXG_' M?Y"Y+JW9-+O'?&_LQE^[J"?%;HQN[\W#V#C?]'N#ZDW&HR&3:FPV;9<6HB>9 M9'$X+]T_\PZ'HSY1_(B*I[0^%W>Z]T?S&/AC@MZ;KFR>=BV7'BNSNGY,DW:' M0^'W!V)O[$XW.8'-K)Y)(L]4T=`Q,D44;.L*MOS,_F5M\ANB/F]TMV5VAT-N M?86`ZIZX[JZ1[1ZU@WAT[CY-R8?Y24W7N6V)19'=G:66S?851MJ@Q`DJZJJQ MNVS+6+41C&S4A@G>[KYM_*A^A]R?`"CQX^,F6VKWKWC2;+FW#W1FTCR&VG_T M8[AW/MO?_5E=%608B$4<^.^WKLIY9&IZ7(1"!)&F`]U0U/\`-Q[W[@^/7:5# MG^Y/B)U[N/M#^6I\D_DELSW*>IW3-O3"R M"?&2I!BJO%9./6JUJ+X_:2^/OSAQ/PIQ_P`0NM^F]]?"[<>%[TD^,M/\FHMI M;!WAL6#"[U[RZ$RV:H.[.Q^QO]-6X-F;?R=34[(H*>L3"X//?QN=*^LR53C: MV:&*0T/4'\T'Y,=H]"_$??\`N#N'X3]69;YC2][38SMK<6SMXS_'GIW<'1\M=N MV3#;ASC9'&S9:GCA=%939#J3L,[.IFK(X<%B(:>G MS^-^PR=<\C^S-_RXOYA_8'RN[6SW6/9&X?CSN"NJ_B1\7?E5@/\`0C6UL51M ME^\L9GEW=UWG:3+;YWA6YYMH9/$4TL>06+'/''D$BG@U&*62XWW[W[W[W[W\ MV3YQ?\>Y_-\%O^ZOVUOIQ;_?B]W_`/%?>P__`"_?AU\#-\?"KXT;LW]\(.G] MZ[SS_5&V\CN7=N8VH:O*;ARTL,@JLK7U+SWFJ:MAJ9OH?P`+#V<'_9$/Y;Y^ MO\OGHPGCD;+Y^O\`437^G^'OO_9#_P"6_:W_``WQT9_Z!=_Z_P!9S]/]C[\? M@?\`RWO^]?'1EKVO_/U_E\=&?@?\>9S^+\^<>_?[(A_ M+?X'_#?'1G_H&?FWY_>`]^_V1#^6_P#C^7QT9?\`'^_,M_UWM?WW_LB'\MZ_ M_;OGHSZ_7^YG^L/IY_?7^R'_`,M__O7ST:+6X.R^.+_\WR/S_M_?O]D0_EOV M_P"W?'1AN>?]^6?]B1^_[]_LA_\`+>_[U\]&#_#^Y9Y^E_\`=_T(_K[]_LA_ M\M^W_;OCHO@_\\7_`*X^OG-_?O\`9#_Y;X_[I\=&`<\_W+O_`%!^DY/OQ^"' M\M__`+U\]%V']-EG\_7CS?T]^_V1#^6]^?Y?'1G-O^8,/^\GS\?Z_OW^R(?R MWR?^W?'18M?_`)@S_'_EL`??9^"'\M__`+U\]&?6_P#QYG].`?\`@1_7_>/? MO]D/_EO#_NGQT9];C_?E_D?]5''OK_9#_P"6_;_MWQT9Q:P_N8;\_P!/W^3< M>^_]D/\`Y;XX/\OCHL?C_CR_K8C_`)O_`.^M[]_LA_\`+?)Y_E\=%WO_`,\8 M;<"_)\_^/OP^"'\MZ_\`V[XZ,^O_`#Q?^O\`3]_CWU_LB'\M^X_[%\=&7_PV M9Q_0<^?\>^_]D0_EO^$^+W3T?\ M3^L^FMZU'=^Q,,^\MI[=_A64_@M9M_>]578IJH2M_DE=-00ET^A,:_D>]C#^ M3_\`]NR_AC;\]+X4_P"WK\G[LC]^]^]^]^]^]^]^]^]^]^]^]TZ?RF?^9A_S M:_\`QJUWW_[[CIK_`(GW<7[][__0W^/?O=.W\H__`(^;^:O_`.-9_E)_[H>L M/=Q/OWOWOWOWOWOWOWOWOWNDW(MM%_YYV_Z@DBP/NT=Z3XYR[839$E-TI)LR...*/:+P[ M%?;$<4-2U;%&F`93BECBK',J@1660EAZC?V@\+L#HC"=ET/9-/V3CY5V[A3A M.O\`KX[PV;0=8=80U5*M#F*W86T<)18I,;DMP4RA*N6IFJ^!^T(M3:A2I,IT MAC]P9;=M!D>JJ+=6?I:>ASNYJ2KVC3;@S5%1@"DH\MF89$R61I:15`CCFD=( MP.`/;#2XKXTT.-DPM%C>C*/#RYS^\TN)I:/8-/C9=RW)_O#)00QI2OG-1)^[ M*&HN?U^Y6(I_CK@*[(93!0=+87)9;'G$Y3(XB+8V-KLEBB%0XW(5=&L-168\ MJ@'AD9H[`"W'N!_`_C'_``[%XC^#]#_PG"5T>4PN,_A_7W\.Q&2B18HLCBZ+ MP_;4%=%&@59HE210``;#WZIP7QBK:.MH*S#=#U=!DZJ:MR-%4X_KZ>CR%;4U M:9"HJZVFEA>&KJIZ^-9WDD#.TRAR2P!]N6>3X];JIL-1;G3IG<=)MU/'M^DS MR[(S%-@HS#%3^/#09`5$6,0P01I:`(-"*/H`/:<397Q,CC,<>TOCM'$:*7&F M-,#UJL9QT\QJ9Z`JM(%-%-4,9'B_S;.=1%^?;E3X/XQTB4\=+A^B*9*6@I\9 M2I3X_KZ%*;&4M3/5TN/IUCA40T%-5U4DL<2VC221F`#,2>4F'^,TVTQL.;%= M%2[%%:,D-F24.P'VF,B)C4#(#;K1'#BM%02_E\/DU\WOS[DYNC^.6YC/_>2E MZ3W`:D8M:G^-P;%RIJ%P<=1%A5G^_6H,HP\57*M*&O\`;K*XCTAC?/4I\>ZV MOSF5K%Z:J\GNC"P[:W+D:E=D3U^XMNTZ+'3X#.5DH:HR^%AC152EJ&D@50`% M`'O#MJD^.FS*]\KL^FZ4VGDY:!,5)DMM0[%P5?)C(S$\>.>LQ:TM0]!&8$*P MEO&"BD#@>US_`*1>OO\`GNMF_P#H3X3_`.KO?O\`2+U]_P`]WLW_`-"?"?\` MU=[[_P!(G7WT_OULZ_\`X<^$_P#J[WU_I%Z^_P">[V;_`.A/A/\`ZN]^_P!( MO7W_`#W6S?\`T)\)_P#5WO19B^&.^/G]O7^4.,PN)HQII'_V MG;7O_O7OO_9#_P"?A_WM2Z,^O_>1.\/]?_GSW]/?O]D0_GX?C^:ET9]?^\B= MX6_]\[?^GOW^R(?S\/S_`#4NC!S_`-Y$[POQ_P"4=MS[]_LA_P#/PO\`]O4^ MB_I]/]F)WA<_FY_XP[_3WX_`_P#GX?\`>U+HO_'_`)R)WA]/\?\`C#I]^_V1 M#^?A_P![4NB_];_9B=X?[;_F3WU]]?[(A_/Q_/\`-2Z+XOS_`+,3O#_>/^,. M\?7WW_LA_P#/P_[VI=%_['Y$[Q_^T[;BWOW^R(?S\#]/YJ71E_\`Q8G>!']? M^?/7OQ[]_LA_\_$?]U4>C#_Y<5O#_6_Y\X/?0^"'\_#_`+VI=%V!_P"\B=X? M[?CIVU_?O]D/_GX_][4^B[G\?[,1O#C_`-@]R./??^R'_P`_"_/\U+HP1.\+_X_7ITU/HSG\_[,1N^P_K_P`T>_'OW^R(?S\# M_P!U4NC"?\/D3N\?_,>/OP^!_P#/P_[VI=&`?3CY$[OM]?\`Q#WOW^R(?S[_ M`/O:ET7_`$O_`+,5O#FW_E'?\??O]D0_GX7M_P`.I=&?^E$[PO\`CZ_\8=_V M'OW^R(?S\/Q_-2Z+L/S_`+,3O#_[3IM?W[_9$/Y^'X_FI=%G^O\`SD5O'_[3 MOOW^R(?S\#S_`,.I=%_[#Y$[PN#]`?\`F3H'/L(>Z_Y2O\XSY&[-3KWO3^8= M\9^S]E19JAW#'MG=??N\:[%KF\9!6T]!DA"O441^ZI8_'SH#?O975^4WCU5U[CMJ;AR&V-WT-7M^JR-+4UDTLN)J MFH`5I:>%C8W4>S;_`.D7KX_3?6S?_0GPG_U=[]_I%Z^_Y[K9O_H3X3_ZN]]_ MZ1>OO^>ZV;_Z$^$_^KO?O](G7W_/=;._K_Q\^$_^KO?7^D7K[_GNMF_^A/A/ M_J[W[_2+U]_SW>S?_0GPG_U=[]_I%Z^_Y[K9O_H3X3_ZN]^_TB]??\]WLW_T M)\)_]7>^_P#2)U]_SW6SO_0GPG_U=[Z_TB]??\]WLW_T)\)_]7>_?Z1>OO\` MGNMF_P#H3X3_`.KO?O\`2+U]_P`]ULW^G_'SX3_ZN]U/?RCZJEKM]?S9*RAJ M:>LHZK^:KWS/35=)/%4TM1#)UOTT4E@J('DBFB8?0J2/=R?OWO\`_]'?X]^] MT[?RC_\`CYOYJ_\`XUG^4G_NAZP_WKW<3[][][][][][][][][][U\>[_BO\ MWOY<>WMRX'`[^PZYG'8?<'^GJKQQS%!`\L:QUS8 M^JD@+F_[;D?X^S![?_E;?R3-V=B[\ZBVU\1OB-G.SNKZ/;M?V'L3&[!G`#JOL2?^&5/Y3_T_P!D&^-]O_#$I?\` MK][C5/\`)B_E)4;4L=7\$OC-2O75*T=$E3LRA@>LK'CDE2EI5EJ5:HJ6BA9@ MB78JI-K`^\[_`,E?^4[$CR/\"/C@J1JSNW]Q*_)#8&X.SNE/A9\?-];-VWNO>6Q\C7TG4&=Q58^ZMA5;4.Z,/1X3/X_$YJKJ M:*O4PIII],\@M&6X]P.V_P"7Y_(YZ&ZYV5VEW'\(^C.O=K;_`-X;'Z_VX,[T M?N=LTV]>QT]NO\`D[_RF-H;;S.Y MJG^7GTCFJ?"4,M?+B=I]3U.Y]QUZ16)IL-M_$?LY3';FZIGVYG*84]5/2$5V&ROV]?1&1H"\8D1=<3*XNK`E^_X M94_E/_\`>`_QP_\`0$IO^OW^'MNS'\FK^4?@,1E,[E_@?\;J/$X7&UV6R=6V MP(Y5I<=CJ:6LK:AHH&EGD6"FA9M**SFU@">/9#\#TY_PFPW-UOV?VYA>B/B; M6]?].YL;>[!W$O5^>CI,%E99LS3XZ!_+BT,R9>3`57VSI='$8+%=2W-GT]_* MY_DJ]^]>X#M7J+X8_&/>NP-SPRSX/"CR$<$ST\YA2O2DJ"(IXV0G1I M)'!(Y]B=_P`,J?RH/^\!_CA_Z`M-_P!?O?O^&5/Y4'_>`_QP_P#0$IO^OWOK M_AE3^4__`-X#_'#\_P#,"TWY_P"GWOO_`(94_E/_`/>`_P`TNL>O M_P#TCWY&_P!+_P#/5_CWR_NE\C3_`-VR_P`>_P#TCSY&_P"O_P`]7[X_W3^1 MMO\`N&6^/?\`K?[)Y\CO\/\`LZ_I[[_NE\CO^^9?X]_7_O#SY&__`&5\>^O[ MI_(W_OF6^/?'_@'GR._V_P#Q]?/OO^Z?R.'`_P"$RWQ[_P!?_9//D:>>/^SK M]^_NE\C1_P!VRWQ[O_XIY\C6_P#EJO[\-I?(W_OF7^/7UO\`]D>?(W_>_P"] M8L>??O[I?(W_`+YE_CW_`.D>?(WG_P!>O^I]^_NE\C1_W;+?'K\_3X>?(TG_ M`-ZO^@]^_NG\C>?^V9;X]\?^`>_(WGC_`,.O_'W[^Z?R._[YEOCT?_+//D;] M1;_LZ^.?]X]^_NE\C?\`OF6^/=^;?\X>_(W_`'O^]?Y]^_NE\C?^^9;X]_7_ M`+P]^1G%_K_S%G/OW]TOD;;_`+AEOCW_`*W^R>?(W_B-UGD>_?W2^1MN/^$R MWQ['T^OP\^1O'_KUW]^.T_D;]/\`H&6^/9_\L\^1OT_]"K_'W[^Z7R-Y_P"V M9;X]?^D>?(W\'C_F*_?O[I?([_OF6^/7U/U^'OR-_P!O_P`?5[Z_NE\C?I_T M#+?'O_TCSY'6_P!C_OZ^1Q[[_NE\C3;_`+9E_CW_`.D>?(W_`&W.ZP??O[I_ M(W_OF7^/7U_[P\^1O^MQ_OZO:5ZW[9ZP@^7W1?Q;^1_\D+X,]+9;M'LWK#:. M?PFY.D^T]F;[Q6V>P]S4&#CSV.QVZ-Z3&)S35;RTTDU+)#*T9!%KD;A7_#*G M\J#_`+P'^.'_`*`E-_U^]^_X94_E/_\`>`_QP_\`0$IO]?\`X[>^O^&5/Y3_ M`/W@/\^O^&5/Y3_\`W@/\W\9UKTU'0XG%4@9EIJ*F4G2@-A<^[O??O?__2W^/?O=.W\H__`(^;^:M] M?^WM'RE_K_SH>K_Z^[B??O?O?O?O?O?O?O?O?O='^Z=RY39G\[#M[=F#V=N/ ML/-;?_E58_*XG8NTOX1_>7=F1I>_YY*3`X5L]E,)AHZ_(SJL:-55=/"M[LX` M]ERZZZ2^='0?RV^.WS9J^IL]VI5?(;`=B['^577/6/5&T=@]A]7;?WMEJ?=. MSLYVUN;='R?W-M?LS+]6[E6FH:=,%0T(EQ,,\BC61&V?,?'?Y:YSI7OF/+=6 M?-.;YHX'(SYW)]D8SY156*Z1[MCP?;E)N?:=5TQ@J'NZ@P>'RB=>P+04^*FP MFW*:"/R4U8T]PSH+5^-_>-'M':7SB[%[7ZQAWO\G/XAF] MF[&[&Z3CQ^T\YGML8CN6J.V]K;'[;I(ZJOQ$=;D`D3O'!2RT[21R'8_E/]"? M*7JBI[,WA\I=X_,#+=I[EQ\.,[0VOW3NSI[<7160[#QF1DJ*CL#X_#8N5S&X M:C%;DHF,8EJAAHHJ81PRT1F7R"N7HWH[YN[0WG\L*SLKXR_-!<#V#N7Y<;S^ M*N?ZB[0VAUKG^C]Z[^RN;R&*R>Y]N[:^0U'M??E;V72UM+/C,WDZ6NJ=O5-( M:4TZ)**A4_O_`.-7\QWMWIOKW"=M?';Y/]J=J8+`_"3.]435GR`V7MC:FT!U M'O+;^5^2VW>Z,95]S';&8[/W9FL.V2HLS7X_<"9"E%,8)Z*2!XG6V)ZE_FCT MU?1U/4FT/FUM/M?=J_S"-L9OL+OKNW9^\-J8;;N\Z5LK\2HJFGE[>W+MS%/@ M<\/]QN1HMOO4XF1@)R:8>,+&+X]]T=(?$+$=V5G:'R_A^2G5WNQ.S(4-33OE),JPR,<=534M'`U1' M+8'\J>A._=B?RL.Q.J?CQ5?(+/?)K);>H=P8.IZI[6RL'9L_:6YMXX[ MAWSV/ON&IQ>QZ.JJJBFJ:)`Q/R[P/<.VN[-W;,^>W6 MFSG^=>[,QO/>_?W?W7.)VAUS\)]^?'^EVCD<77X2;Y"5VPL!B<9W*L%70P?9 MUV2Q;01STDFMFCE";8?4_P`\=[_$/J_<.T\!\J^[]U=V_P`O7N+K>CWE0_(_ M+[=R%!\@]N?)>KW]T=OG?V8W5VCLZKP5;E>O$:.FW)CZ6H>N@(HZL&ED1?8T MUWQG[EW[L3^8+V)\E,W\I/CEV3A.Q-O;Z^'>_NZ/EKN.BV5AY<9UWL_)S]:[ M?7J?NFEVKG]B9OM?:N7QK4%;ATJ*C#9.-Z=7E<+'OMFUN9S]3/MC#;6V_+#1JN(_AT)J M5DJ4BBDD-@\V[_*;^"VU>I^Y>D\)U%64O7??.?K-R]CX,[ZWQ)#E\I/+FYJ* M4QOGS2RIB7S]1XQ41U!JOV_O35>)-)R.DND^MOCOUGMCJ#J/;[;6Z_V?1FBV M_@CD\KEDH*=W:62.&IS%;7U4<+2N66%'6"$'1$B(%4"M[][][][^;)\X_P#C MW?YOG)Y_F^[6_P#>%[P)X/\`CS[VX/Y9D_<2?`#XEKC(*[^'CI?:GV&F%BII M#!*82MP+J4(L?H?9Z/NN[K_YC(?7_C@US;_6'TY]^%5W?_QPR'_4AAS:X_`/ MOK[GN\#B#(?3Z"!@?]Z/('OO[KN\?[HK[_U$##CZ_P!/Z^_?==W&UX,A_4?L MM]1^1Z??ON>[_P#CCD+?G]AK\G_@O^/OWW/=Y-_!D.+VO`W_`$:/?ON>[_S! MD+Y'U/OK[KN[_CAD+6O_F&^A_)NMO??W7=]^(,@/^G#^ M_NN[SQX,A]?^.#?C_6']??ONN[[W\.0^O/[##CZ7Y`^GOHU/=QM:"O\`Q]:= MKWY/(MQ[]]SW?<_LY#G_`)L-R#_L#[]]SW=R/!7\7^M.WX/_``7Z>^S5=X/?0JN[^?V?=QGOWO__3W^/?O>OY_+A^57Q?Z-[$ M_FF;5[L^2/0?3VZ:_P#FJ?)[.4.V>TNXNO.O]PUF#J<3US24N:IL+NS<6)R4 M^(JJJBFBBJ5C,,DD$BJQ*,!9]_PXC_+^_P"\Z/AU_P"E-]*?_9M[]_PXC_+^ M_P"\Z/AU_P"E-]*?_9M[]_PXC_+^_P"\Z/AU_P"E-]*?_9M[]_PXE_+]_P"\ MZ/AU_P"E-]*?_9M[]_PXC_+]_P"\Z/AU_P"E-]*?_9M[]_PXC_+^_P"\Z/AU M_P"E-]*?_9M[]_PXC_+]_P"\Z/AU_P"E-]*?_9M[]_PXC_+]_P"\Z/AU_P"E M-]*?_9M[]_PXC_+]_P"\Z/AU_P"E-]*?_9M[]_PXC_+]_P"\Z/AU_P"E-]*? M_9M[J?Q/S0^',?\`.OW;V<_RT^,J=;U'\NG`[0@[`?OKJM=DS[NB[[DR_?\.(_R_?^\Z/A MU_Z4WTI_]FWOW_#B/\O[_O.CX=?^E-]*?_9M[]_PXC_+]_[SH^'7_I3?2G_V M;>_?\.(_R_O^\Z/AU_Z4WTI_]FWMAR_SG_EK;@KL%D\]\Q/@YF\EM;(/EMLY M'+_(/H3)5VW,K)3R4CY/!5=9NZ:HQ&0>EE:,S4[1R&-BM[$CV_?\.(_R_O\` MO.CX=?\`I3?2G_V;>T_NGYR_RT]\X'(;6WM\PO@UO';&62*/*;@]P8 M')1P3Q54,>0Q&6W;5X^L2&IA211)&P5T5AR`?;S3?S"/Y>E#34]%1_.#X9T= M'2014M)24WR5Z0IZ:EIJ>-8H*>G@BWHD4,$$2!410%50```/;1N+YS_RUMWT M=-CMV?,3X-[HQ]'D\?FJ2AW%\@^A,W1TN8Q-0M5BLM34N2W=4P09/&52B2GG M51+#(`R,#S[?O^'$?Y?W_>='PZ_]*;Z4_P#LV]^_X<1_E_?]YT?#K_TIOI3_ M`.S;W[_AQ+^7[_WG1\.O_2F^E/\`[-O?O^'$?Y?W_>='PZ_]*;Z4_P#LV]^_ MX<1_E^_]YT?#K_TIOI3_`.S;W[_AQ'^7]_WG1\.O_2F^E/\`[-O?O^'$OY?O M_>='PZ_]*;Z4_P#LV]Z86WNIOC9\X]]?S<>LMR?.[XR?&S%[@_F08?N7K[?W M8W8.P)]O=E[8Q^W^T,*]7LAZWL+:E/N/#N=P0R_Q&AJ*JF'I7_=@(6&'_E>[ M!V]BZ'!X#_A17\7,%A<73I28S$8?O?!XW%XZECN(J:AQ]'\DX:2EITOPD:*H MO]/;G_PVMMCG_MI`^-UO_%A,;_3\_P#.3/\`7W[_`(;6VQ^/^%('QN^O_>0F M,_V/__?\`#:VU_P`?\*0? MC?\`XV^0F,_UO^\F3]/?O^&UMK\?]M(/QO\`K_WD)C/K_3_LIG\^_?\`#:VV M/Q_PI`^-PY_[R$QO/_LS/'OW_#:VV.?^VD#XW?ZW^S"XWZ&]_P#N9CWU_P`- MJ[8_[Z0/C=;^G^S"8S^EO^\F/??_``VMMC_OI`^-UN/^YA,;Q]?I_P`Y,^_' M^6MM@V!_X4@?&[BW_Q?YZ'PL[2R/ M5'9G7F^JV+/=K;"R.>SN.V'N/&YV+`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`O\N#XY?&SMK>_\U/=W=70O1G9 MF9P_\U'Y38^+=/9_5?7^\\QC0RV.W MAD=P[)VWU%7[WPN'VQ+A:B2MJJC'QPPTX28L8I8V90T-!_*7S>5Z%HMI_%'X M_P"^L+\E=J5&^.INPMB?"W!;NZKRFUZ*F-;E,KN'LO!]65FS-D)AJ,B6NCS- M90S42,/.B$V]LVRJ_P#E"]@[CQ&$VK\4^C:_"[HW)3;.V-V?)\%8J/I7L3=% M5-4T\.$Z^[CJ^G8>NMWSF>AG42T61EIF,#Z9&`N1P[NZ"_ER]`;-J-\;\^%7 M1.0Q-.*AWH.O/ACMKM'VIANP=K9S:_P`2-K;KQ>,ZWW!6TN+Q M/9._*K;_`%?D$ZWZ_JLQ6PT7\6SW\/HTK'\+.'1POMQ_\-0;1[4P/4VY?A=U M?ALAN?<4VU-N[\K_`.7])!TMF0M*-)]KGHG8G\J?Y(9'/6F#;>77V?EI94HLWC/NL=4M&0DIN+F3_V0_X.?]X9_%+_`-)W MZA_^P_\`P]^_V0_X.?\`>&?Q2X^G_.._4/\`]A_OW^R'_!W_`+PS^*7_`*3O MU#_]A_NI"#XL_$;'?SI]];,RWQN^-E#U7AOY;.*WQ5;6R'3'5M-L3%YFG[XG M@K]XSX>HVTF!H\O#B$:*;)-&LZTBF-I/$-(,!B-X?R>-QT%5F]M_$SI[<6U) M6K:?:&^\3\!7FZ[[3RM!%D))\'U)O^;IJ#9_8V59\5/'&F,K9HY72R.P(),; M\?OC_P#RZ?DITQUUWMUW\+?CA3[)[/V[3[GVY!NGXP]18+<4./J)IX%AS.&; M:U2^-KXI:=EDA9V9"+'GCV,/^R'?!S_O#/XH_P#I._4/_P!A_N'D?@Q\(:&@ MKJV#X2?%W*S4E)45,6,Q_P`>.E17Y&2"%Y8Z&B.1VWCZ`5=4R!(_//#%K8:W M1;L,6'^#OPCRF*QV2J?@]\8\%45]%35<^%R_QXZ0.5Q4M1$DLF/R)Q&W\MBS M6TC-HE^WJJB'6IT2.MF("Q=7?RV)/E//\/\`_9(NBH>U8.FCWHF1JOB7U;2; M!K=D)NBDVA.F*W?4[4BI,MG*3,5\2STM-'**=7'D=6(4BZ?AS\)8I-ZFN^`G MQ_H*#9\,=33Y1OC9T5DX=Z4_\(.4JI-FXW`XG+[AK9:%P:1H*RBH:B6K&F". M9"LA#'XP].?RW_EIT?LOO_K+X2_'_&;)WXVY%P]!OOXL=1[6W;2OM?=>N6P&(V_#O!VRE*(*`S:U6IBEG:"%UD M)A<1\'/A'D\5CC+OSL?;WQ$S'\VWL'KCX_?%S<^6P?\SG!] M4[4Q?:_Q^ZY[#VSL?8U?MCM;+5&$V/M_+X9Y-I;A@^*'Q%H85W'0 M9*F291<+/#$X_*CVN_\`0S_.Z_/\I/X%V^MS\6_AK;_WKK^^O]#7\[J__;I3 MX%_T_P"R6_AL;_\`KW?U]^/37\[O_O4G\#/]C\6_AK_K?\]?_C[Z_P!#/\[H M_P#=)3X%W''_`&2W\->3_3G=OU]]CIK^=T?I_*4^!?ZOQ\6_AK_M^=V_GW[_ M`$,?SNK\_P`I3X%_['XM?#6W_O6WN;^_?Z&OYW8^O\I7X%_Z_P#LK?PU_%_^ MSN^OOW^AG^=T0/\`L4G\"['_`,!:^&WTN3_SUOOW^AG^=U]?^&D_@6/_`"UK MX:F__KW$7Y]]_P"AG^=W?_MTI\"_S;_G%OX:\?U_YB[Z\^RT_)[MK^9;\-=I M;>WU\EOY6..,B,@-JL/>X?\`&7XF_#WM;XX]"]G[M^&OQ%?=/8O3G6V^-QMCOC=U M#1X]LYNK9^(S>5-%2?W3E^VI#75TGCCU-H2PN;7]CC_LA_P<_P"\,_BE_P"D M[]0__8?[]_LA_P`'?^\,_BE_Z3OU#_\`8?[]_LA_P<_[PS^*7_I._4/^M_SQ M_P#3W[_9#_@[_P!X9_%+_P!)WZA_^P_W[_9#_@Y_WAG\4O\`TG?J'_[#_?O] MD/\`@[_WAG\4O_2=^H?_`+#_`'[_`&0_X._]X9_%+_TG?J'_`.P_W[_9#_@[ M_P!X9_%+_P!)WZA_^P_W[_9#_@[_`-X9_%+_`-)WZA_^P_W[_9#_`(.?]X9_ M%+_TG?J'_P"P_P#Q]^_V0_X._P#>&?Q2_P#2=^H?_L/]^_V0_P"#O_>&?Q2_ M])WZA_\`L/\`?O\`9#_@Y_WAG\4O_2=^H?\`[#_?O]D/^#GT_P!DS^*5O_%= M^H?_`+#_`'[_`&0_X.?]X9_%+^O_`&3OU#_]A_OW^R'_``=_[PS^*7_I._4/ M_P!A_OW^R'_!W_O#/XI?^D[]0_\`V'^_?[(?\'?^\,_BE_Z3OU#_`/8?[]_L MA_P=_P"\,_BE_P"D[]0__8?[]_LA_P`'?^\,_BE_Z3OU#_\`8?[]_LA_P=_[ MPS^*7_I._4/_`-A_OW^R'_!S_O#/XI?^D[]0_P#V'^_?[(?\'?\`O#/XI?\` MI._4/_V'^^O]D.^#GU_V3/XHW_\`%=^H?_L/]]_[(?\`!S_O#/XI?^D[]0_Z M_P#SQ_\`7V07^3IMK;FS=Q_S4]I[/V_@]I[4VY_-*[SP^WML[9Q-!@=O8'%4 M?6W3*4N,PV%Q5/28W%X^G7A(8(DC7\`>[I_?O?\`_]7?X]^]ZUGQRP_R`WIL M+^:EU7\>]J564RG;G\XOY(;`["WYCMU;)V_E.F^K\OBNJ4WGV%A\-OJ.3$[[ MS4.'\U+38D:3(TI=FLH1UYUW\8OGO\3\I\\^H-C]0Q?*?I3Y"MCNT>MM_3;_ M`.@N@:RF[FW)MG&X'M##?Z,<%CZ';NVMEY:3'TM5%-%2I(]53U)>)A4(X6I_ ME<=E2[WW%A^OMPT_2'Q+^1WQ^[VH.S_CS!E8[MCXW;FXMS]&Y?" MRK@)-F;HJ&EJ,QAZ9X*!A\#\8]S M;"VQVG\A>A>^NOJ3J[O;HO9.-BQ5=C(.JMS=?9GL[`[MW-C\?1:(6IJ>GH*@ M5>FKDCEC*G)^072??N6Z7[0ZIWC)V/\`.';_`'?F)\"^W,+O/K7XCY+J'9U7 M'4RQ20;[V--L[/;DQU'6&G\HUUE9.D)5X9HWDBX,W5Q[_IJ3^`TT^_-O#:FY)J1:7'4M+7R MY.CBJ'C5)'*G6[6^&N^>YMQ4VRMPYBDQ?4_6OP_WIT?UAGVR#5N8R7:W:FTQ ML35+O./?]+LG.#+Y7MB:2@H*&#;>%S9I8%QN+J->0IU:7 MSZ2%U6N>_>_>Z!^^.H5^0/\`-D^4/139ZLVM_I@_DZY/KI=R4&HU6#DW5W97 MXF/*(BLC3QTDE0K21AE\D89;B]_9I?CEAOF[L/XYX+XQ[]^,_6>,GZ4ZAHNM M,5V=MKN'!9/8_<5)M#:,FVL!/L':$N+QNZ=B9O<8I*5Y/X^D%'C9'D8/4`*I MHTJ_Y9/SXH^CI.K]M_#B/!Y#M+C85G\D6F84[1^%;`]O9G\MWY#YCNC.2=?=5;,V;MW.9W MHS>GQZ[SVCVA2;)W-\'MM[(CQE=V]T9A-CX.""7/4G8]?%D%^YPLK8W)SY)Y MM_CG3[![-K/D/31;C^(&\>H]E2[7WWM^&AHJN*HW=@=[9N(94S8+[B++B?P MY6%M`94]_,M^&WS#[V^M]Z=K;#VGM#Y$32= MOX/?.3ZRW9C,PC;AP.*Q=!BUR%%7KY*67+4E/'40RTK2H0T;X-?,RL[E[EW7 M5?%K$9'XP;I^1G6G:55\0]V_)7;F4PG:&R*#H/\`T:2;?I*LU6;V_M.CZH[) MBI]Q46WJAH,#5P4Z14ZQO'&A*I!_*K^>FW>HY.ONI)^S^SX]H M9KLS+X'"]'[`['VWMNHP$NY_B]T=/D=M=$YNMH*Y8JE,AO3$/)GZPE$\[UT7 M+QQQ$579O^6A\YYL[49VNZ+Z_P!V=GX;I?\`F#]8=H?(?'?)6LVEV!\ILY\B MX<3)T/O?#U5'C*3<6SEG>F,,4HD8S^7W_`##J MFHPE;L6#`=,[ZWM\,:'J'L#LCL'L;;F_LKU1V9LOH->JMIUG36^M@PX[M#!S M9GVW@]N;`ZHK5J=VUM+421Y*"HR)_P"+ MDU!_$H8W"EV[_+S_`)B\&2V+D<%E-L[#[,W!\-\5TCV5W!O;L;'=DOUWOW9_ M0$76^UMU]1[LPF.P'<&V=QU>\W:LKLU97,V3`3).OL]W\K/X9[V^)73W M9U'N38?8NQ^P>P7H*W=&V.P_DQC.Z=J9W?F$P,N)K=W[,;9>R]K8O9&"WG5% M9ZFI-,,Y5L1)6Q>:)7DJ.C_EJ_/ZDRVX'QJV3NSIJIS/S5VYU/\;=R_(+;:8'IVK[QW%5;AZ-[SPE?C MJ6NP=33=<8?(SX4X@%SR^3MX_V,B;_P"$W^M_JOKS[[$G;Q_L9'_K*/\`'\GW MXOV\+73(_D_27GDD\ZO?O)V]]=&1M]?I*#;\?VKV]]>3MW_4Y`?TXEX_WF_O MWD[=Y]&0_K])?K_4>K^A_P`;^^7D[>_"9"WU^DHMJO\`FXYL??6OM[Z^/(1YOQ:;_#ZB_)X]ZW_P#P MI9??3?%[H$;G2J6@_P!/<@@\XDT?MA\6^_,_TJ_P`\ M=J;'J*#&=D_)?^?'W?\`';K_`'#E:#^*XO:.4W5M'9VX\]O&KQ+/%%E9=O;0 MVK7RT=-(P@FR+4XE#0^13*7YX?+=_F'\FOY?M!\G.KL%W+C.T>L]E?&KLOM? MX]T6$Z_AVQ-L':'8V_EW=G*+?V)PO:G'IN@J^H,IUQ#A:[,9'S/<&,V7EH\O_-E^,6W\IW;%G*?>V,VWT+LK&;YWKN:>'9[5K8K-X;"9;"-C M>M8]XMW#+1[AGW'14&,R,FWH\3D:^?QP53JK.!Y^&/S1V%\VNO\`/[]V-L+M M_KI-K[FEVMF<#W!L*OV7DGK5I8:ZGK\#6/)68/=.$JZ.H1EJL?53QQR:HI-$ MBE?9P_?O?O?O?O='F[]]8?J_^=/W3V7N&GRU7@.O_P"4Y'O#-TN`QL^9SE1B M]O\`?%5D:V'$XFF/GR%>]/`?'$MM3?4@7('?;W\UKJG<&'Z'WA'U'VA3=9=_ M9K.[8V]VTF[?CQF>M-M;KP^W:O<]/MK=^Z-M]W9FFQ^8S>/HWAIHH14,M>&I M9Q#.CHO"C_FJ;`R.XJ_8-/T/W-CNT*#I>I[L?KC=&:Z.VYN:3;K8'<&Y<0M' MCZCMVHR.>Q^0P^`,E1E*7L7H'Y" M8CM3O#9NTNP,SUSUEL^A[GJ>L]E=A9BNQ&P=U;BK-@YK+/6XO<[T+RI3TD-Y:FDA5;>Q'Q/\XSJ_^J[(,U)F)LC ME:?;V-A@9C*K([DV>X/EGA]B?%S=?RA[3ZC[BZKQNQ\3F6$VRO9.' MEPN6?"RPR#!;LS6R)\;65*K/#E8\RV)^P<54E1'"'905Q_\`,BV7NC^XU#UE MT5WEW)N?=>SJ7LS.[8ZFDZBJ9XZ?Q0EB2/:O\V5?C=BODE3?*G,[_`.]]Z8KYX=]](=&;,Z@Z MGP\&]*SJ[K/9^P-Y5$']WL/44-#+3['Q^ZS%-65E9)7Y"HEB10\L@13.C^;M MT=)7]GR1]-?):BVATUL?I[?/8>]-T]>X'8<6.A^0>&^_Z4V]A-E;XWGM_LW< M^YM_9TC!PT])A62DRQ*5,D,"M.O'<7\W+I78U9-L_LCJ?N7K3N##]N87I_>/ M4N_).HMMUNS\SN78L_9.ULW7]F9'M6'I#)X+>6T::1L$*#&Q.92DK,> MF7QE#DTH,BD$=?1+7TL54M+7)35%53)5TXET2".61`X.EF%B73W[W[W[W[W[ MW[WHQ[*_E]=@?S(>QOYT/277&^]G=?9S;?\`,]PO84^6WM39JHQ570T&W^UL M-)CT_@5)75D-6SYA9%8QLA$94VO<&0VI_(K_`)P^P]MX79NR/YJ59M#:6VZ" M'%;>VQMGMWY'X/`8/&4XM!C\3B,;#34&/HH!^B**-46_`]J`_P`EC^=>?^ZN MFZ/_`$>7R=_XK[]_PRQ_.P_[VZ[HM_XG'Y.?X\\?GGWW_P`,L?SL/^]NNZ/Q MQ_IQ^3GXO_C]??7_``RQ_.P_[VZ[GM_XG'Y._GZ\WO\`7WX_R6/YV!//\W7= M'_H\?DY_O=_?C_)8_G8&_P#V-UW0/_*X_)S_`(J/?O\`AEC^=A_WMUW1S]?^ M,Y?)W_#\WO\`4>^_^&6/YU__`'MUW1_Z/+Y.?G_8V]^_X98_G7_][=-T?[#O M'Y.?X_X^^O\`AEC^=A_WMTW/_P"CQ^3O_1WL+>V/^$\_\TCOC#8W;O=O\QS` M=NX##9(YK#X3LO?O?6]\3B\P:6:A.4Q^/W)C\E2TF0-'421>:-5D\;LM[$@[ M;WQ[ZWR/3G0W2_4F7R-%E\KUCU7L#8&2RV-CGBQ^3K]H;6Q>`JZ^ABJ56ICI M*R>@:2-9`'5&`;GV,'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWNG3^4R;]A_S:_\/YK7?G_ON>FO=Q?OWO\`_]??X]^]ZZWQ`Z@P/;N& M_F6"MWG@NNM[]:_SN>[>T>E]^[DCHJK#[:[>V_CNML?M5*_&UU;CHLSC]SP9 MFIPM511SQU-339%U@99_$P.WO/\`E1_&7LK97R2Q_=^:[8SP^6&>V'V7WXLO M=>\/[OXGL+KJ'&OAMS=5Y#)20Y/K)-NTV(IZ"CJJ"2EJ8\120P.X56NP=I_R MI_BCV'4X7?\`V)WM\IK1=<]7=1R;EJ?ECO7&T>[MF[!W9#NWKK&;ERTM>L>Y M:T[XGCR*5$LK5%=D75V:1FL>LK_*%^$>_!OK);CW)W7OF#=>^NU-W[_FR_R( MWGF,=7;C[,V]B]L=ET68@CRG\.I(JS'8&B+Q:(YJ&6CC:)XK,&$&L_E>?"+M M"/"9WTL]!1TN2RVTX_D+N[L[<^\=S=PY;>.VLGB4U9#M':/7V/.,F\]O[1J9B2Q)A8ZH])Y]^QO\G3XCT'A:HS?R(S51C.JNNNHMKUV:^0'8%9DMD8# MJ#/1[FZJS>RLE'7T]=MS>G7NNYNR=R97M#)RBH2I&0K]]FJARTE<&B1/1HB,2^,QE"RDI6T? MY5OQ9ZZDV+D>L9^Y.K]U[,GW2V4WUUWW%O':.\.T,?O?(K(( M-[8+.;EI4JVIY8(A3RZC3&'6^J)3_P`J7XR4&6SNZL7N/Y"8??\`E^]]S_(O M&=EXGOK?V/[`V9V+OG#T^V]^)LSW:V]-P[=J\3U9&@Z\R.W M*:LR1K]K[GVC5AZJBR=)4I6PUDSS"3601%RW\L_XY[AZLW7U7N7+]U[HINQ< MI'D^T]\[E[CWAG>R^V$AP%)M"EQ'9&[\G5U,^ZL#0;.H8L52T.931QH1:9%E!_\`9&R]L]<;,VGU]LO%18+9^Q]MX7:. MUL+!+43P8C;VW<=38G#8V&:KFJ*J6*BQ])'&K2.[L%NS$W/M4>_>_>_>_>_> M_>]<+^2+_P!EM_SS?_%YXQ_O&]_]O[V/??O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=.G\IG_F87\VO M_P`:M]^?^^XZ:]W%^_>__]#?X]^]ZIFT?DEG/B_L;YT;TPVX.HL!1;J_X4/9 M[KG=S=OX`;@Q]1LK=>XNG*/=%5M82YC%T.$W+MW&"3)#)U*54-!3TTDH1'59 M$0G<'\S?=O9^P.S>NN^/D#\7^P.IN[MI_P`T3I?+;$VSM"GVSB=M_P"R];6R MN0Z.WM2[ARN\]Q9_(9;>]<]-004TQ%+D)7BDH[S_`%=L%_,\W]U-TTW6\7R# M^+'8V(ZY;^61'MVGW5L.@+8[8/>N'PN-[*V?@Z7'[Q^TR>9ZWDH(ZZ',9%*B MHH$$OW40<1R(Y_&_O+NCXK9;NOK3H_=O6%+MJ MX*+=?8W6_P`FMQ[GH,W@LU2]9Y[(T=!04M)5-!C\]29)?X=,98W;VFNK/YF' MRQC7+]Q8_MG&[CVUDO@]\7^P\#TIL;I&AJ>J=BY/?_8^7V7WIV[AJ;;:U.YI ML1T521/DZ^@:I8GT4]25BAY'F@_F(_+S,]R?'[H"B^3WQ_R_5O<7R1W?U!LS MY>XKJ'&/E^]MEX_K"AWI3[@V7M2LW>W6E*VVM\53[4R-73055#7U3)]L4F5T M>T+X2/GMI_(SYW=*X2CCCZ,ZU[%ZSR?7+4AABPV'WAV!U[3;F[8VO@,;3`4N M$Q=)N>1:S["'3#1RUKJBJ&M[LO\`?O?O?O=-^'_[?T[Q_P#&8^W_`/8?\Y#R M>[D/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O>N#_`"1?^RV_YYWY_P"< MYDL?Z_\`'\?["P]['WOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWNG/^4S_S,/\`FU\6_P"QK7?G].?^ M,<=-?\3[N,]^]__1W^/?O>LE\*OD!\Q.J^W?YH6W?CW_`"^L_P#*S9]5_-"^ M3.6R?8F-^37173=)C-P56/V!2U>T?[J]FU=+GZJ?&T-)!4/71ZJ6=:Q8TL\4 MES]_[.7_`#/?^]+^[>=-_P#G//XB\Z/TW_W*_P!C\?T]^_V=R+O_`#`?BME4JW+35-5-+*U@H( M154"(/F?_-!_/\F+>`_\OU^(W^/_`%=_?O\`9S_YH/\`WIBWA_Z7K\1__KM[ M]_LY_P#-!_[TQ;O_`/2]?B/_`/7;W[_9S_YH/_>F+>'_`*7K\1__`*[>ZR<9 M\G_GDO\`-^W-OJ'^5[NJ;MZ7X"X7;=7TK&S9J M.?*D8W^$+*?^Q,6\/\`TO7XC\_^M;W[_9S_`.:# M_P!Z8MW_`/I>OQ'_`/KM[]_LY_\`-!_[TQ;P_P#2]?B-_P`3EA[]_LY_\T'_ M`+TQ;P_]+U^(_P#]=O?O]G/_`)H/_>F+>'_I>OQ&_K_VM_Z>^_\`9S_YH'_> MF/>'X_[GU^(_^Q_Y>WX]]?[.?_-!_P"],6\/]A\]?B/_`,3EA[\?F?\`S0?Q M_)BW@?\`R_7XC?\`UW]^/S/_`)H/_>F+>!_\OU^(W_UW_I[]_LY_\T'_`+TQ M;P_]+U^(W_UV]^_V<_\`F@?]Z8MX?^EZ_$:W_NW_`#[]_LY_\T'_`+TQ;P_] M+U^(_P#L?^7M[]_LY_\`-`_[TQ;P_P!?_9]?B-_]=_?O]G/_`)H/_>F+>'_I M>OQ'_P#KM[]_LY_\T'_O3%N__P!+U^(__P!=O?O]G/\`YH/_`'IBWA_Z7K\1 M_P#Z[>_?[.?_`#0?^],6\/\`TO7XC_X_]7;Z^_?[.?\`S0/^],6\/S_W/K\1 MO]A_R]_S[]_LY_\`-!_[TQ;P_/\`W/K\1_\`8?\`+V^I]T?_`,J;Y%_-/9?R MM_FX9OJK^7-N7N;<^]_EVF;[2V93_*?H+8<_2&Y[;LML:OW!NVII_?[.?_`#0?^],6\/\` M8_/7XCW_`-XRQ]^_V<_^:#_WIBWA_P"EZ_$;_;?\7;W[_9S_`.:#_P!Z8MX? M^EZ_$?\`^NWX]^_V<_\`F@_]Z8MX?C_N?7XC?_7?\>^_]G/_`)H'_>F/>'_I M>GQ'_P#KO[]_LY_\T#_O3'O#_P!+U^(__P!=O?7^SG_S0?\`O3%O#_TO7XC_ M`/UV]^_V<_\`F@_]Z8MX?^EZ_$?_`.NP]^_V<_\`F@_]Z8MW_P#I>OQ'_P#K MM[[_`-G/_F@?]Z8]X?\`I>GQ'_\`KO[Z_P!G/_F@_P#>F+=__I>OQ'_^NWOW M^SG_`,T'_O3%N_\`]+U^(_\`]=O?O]G/_F@?]Z8MX?\`I>OQ'_\`KN/??^SG M_P`T#_O3'O#_`-+U^(__`-=O?7^SG_S0/^],6\/_`$O7XC__`%W]^_V<_P#F M@_\`>F+>'U_[SU^(_P#M_P#B[>_?[.?_`#0?^],6\/\`TO7XC?\`UV^OOW^S MG_S0?^],6[_]?_9]?B/_`/7:_OW^SG_S0?\`O3%O#_TO7XC?_7?W[_9S_P": M#_WIBW?_`.EZ_$?_`.NOOW^SG_S0?^],6\/_`$O7XC?X?]7;W[_9S_YH/_>F M+=__`*7K\1__`*[>_?[.?_-!_P"],6\/_2]?B/\`_7;W[_9S_P":#_WIBWA_ MZ7K\1_\`Z[>_?[.?_-!_[TQ;P_\`2]?B-_3_`+6_]???^SG_`,T#_O3'O#_T MO7XC_P#UV]]?[.?_`#0?^],6\/\`TO7XC7_]V]O?O]G/_F@_]Z8MX?\`I>OQ M'_\`KM[]_LY_\T'_`+TQ;O\`_2]?B/\`_7;W[_9S_P":#_WIBWA_Z7K\1_\` MZ[>_?[.?_-!_[TQ;P_\`2]?B-_\`7;W[_9S_`.:#?_MS%O"W]?\`9]?B/_\` M7;W[_9S_`.:#_P!Z8MX?^EZ_$;_Z[>_?[.?_`#0?^],6\/\`TO7XC_\`UV_K M[]_LY_\`-!_[TQ;P_P#2]?B-_P#7;W[_`&<_^:#_`-Z8MX?^EZ_$?_Z[>_?[ M.?\`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``Y;6P\29L5M>B6BQN*+3T=;GJJGFK@S,LC M1!7]@=L/^;!AZSOO=^=SLN[]W_%#>O7?Q:W/U+E]F=.54&0ZJJ>],OG=JU57 MW9GZKHKE?\` M9JFBT1LM>POYQWQ^P6U]Y=P=8Q=Z=QT6T/C!A.^#TUA.L*#:M#6X7/=CP[!_ MBJW^:=\>ONJ^W-ZX.FSN`Z:W_G]JY?/U5'V%64U9#$8Z&ER&/BJ M9HX):M)G">Q]^)OR]V'\R=DUO975NQ^W,#UZF1R&,P.[.S=F0;(I-XSX?+Y/ M`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`ZR^2$.Y,QT M+U[O[XI;1Z[[`ZYZH:;:_2T??^U*]Z1N\MPP[ER.?GIMP[YJ*'&T^3I:&:GA MFFB62"F1R[2]T_SO/ASLWK7_`$M[BP'?>(V/E=];LZWZ]R&:ZSH]MU_:^[^N M\EN3&]EXK8F"W1NG"9M9>O'VO4/DQF:?#L=<,5**FHE6#V.`_F>_',[KZ!PQ MP/=E/LOY+X?;&1ZG[HR?5&;P?5&>RF[]AYWLC![1BR6=GQF[*[=3;6VY4O5P M4&'K8,;5:*6LFIZF18B%N4_FY=65FU/CUO7K/HGY`]H[<^17R%V]\?\`:N2P M&%V)#3TV0S^)W5G8MP_F.QMO\`4J;#[I[=[#RV$QF[\[M;H[KFL[#RG7W7^7W&FTJ'L'?%/3UV/>BV MU-GO+"L=$*_)NE-43)2-!!+(H$[T_FG_`!WZTWCW9LKLG9/R'V'E.D>K=P=T MUK;@Z9SGG["ZQVKNRCV5G]X=:[;Q55E-\9;#T&X,A`@FR.*Q<=13R"IA,E,# M*.=#_-)^/^3I]TX['[&[^JNT-O[VP&Q<3T,G6`3N??F1W7U^>T]L939>UYL_ M'C)]O9KKZ.7)I59'(8X010LE0L,QCB=%;P_G+_#+K_M?KWI3>DO<>W.Q]]87 M:^3R>US^R^JNH._X^M=]YBMQFV]];QV1@=J8BKH*!_F^_,C<>X=M83^<#6;;SV:V_5U/\ MW?:])456$RE?BJBHICLKNN?[:>:@GIY):<3PI)H8E=:!OJ!8\_Q9_D/[K^27 MQUZ=[YJ/YF.^=BS]K;&P^\9MGGJ[/[B;;DF5C9VQ9SK?('`_Q0TQ6WF^SI]1 M_L#V/O\`T#8[EL1_PZ[OC\_\T4SQ_/Y_YR7/X/OW_0-CN7\?S7-\7%_^:*9X MWX!O?_9E_P#'WT?^$V.Y?^]KN^`/Z_Z%<\#^?_`F.;_CWV?^$V.Y1P/YKF^" M;?\`/E,]?C^O_.2_-[>_?]`V.Y?Q_-;WQ_2W^A7/?_=+D#W[_H&QW)<_]C7= M\6_QZ5SW_P!TO<<#W[_H&RW)_P![7=\7XX_T*YZW^)_[*7^G^W]]?]`V6Y+@ M?\.N;WMS_P`T5SO_`-TO]/??_0-CN6U_^'7=\_\`HE,];ZV/U^2X_I_K^^O^ M@;'X-\FN`;$B#P?;P\RZ_)Z=)WN_A+5 M5-;\-_BE65M345E95_'/I:IJZNKFDJ:JJJ9^NMNRSU%342L\L\\TK%G=R69B M222?9G_?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=.?\` M*9_YF'_-L_\`&K??G_ON>F_^)]W&>_>__]/?X]^]Z^_P@^,_4_RLP7\T_K?M MO%Y:HQV(_G(_(3?VS]Q;8SV2VIO;KWL3:&,ZRKMI]@;$W5AYH,CM[=FW*QV> MGG0O&RN\4TL-D=(87?.ZM^T_5VU<-M>BS/8&9P>:W]/@\;3" MDPC;DJL#AMN4<\L5!"D,5TIBBL"S7)#/:7\C M[H?9FS\ML7%?)[YLR[;RV+ZHPCT==V;U1,]%ANEMW3[WV#C:">'HVGDBI\?G MZF1YF?R2U*.5=R+6%J/^4YTS!NO>78=+WI\J*'LS=G=6<[YH>QZ#L795#NG8 MV]]U[9@V7N^'97VO6,6#H\#NG:=+%05--745>\,42O2R4\UY#&W#_)^^+6].RM\[7QFX=T[CHS/[P;AVF-U?RJ:'`ON;:51C:3<^# MCR??U322Y'`U.9Q6.4F)YZ.HC5K$HUK>QDVE_*FV5LWJW'=*?[.+\ MY,WU1A=F;IV'MS9&<[4ZMAQ&%H-XXW)8:KK4EP/26!R.?R]!39BH^P_B\^2I MJ:676L)94*C1L_\`EY=&[0J?B=D_X[VEN+._#K9U=L#K?/;@WA2??[JVC4T, M%%0X3M6FP6"P>&WO1[?DI(:K'JU+3BGK(4G]4ER0^RG\K?INKZK[WZ*POWP\V!WM\48/AMO7M/MW`[%R>VMI[*K-V;7W1M'"]J;FP M^RUQ\]-25>,$^R^;@_E,]*[OW?O/?^\N[? ME#NG>N\,-T;21;CR._\`8U'7[1W-\$_EB?'G;_:.P.XXM]=S5^9V%B^Z:'=>/SN]MN9?;7<.3 M[ZI4HNXMT=S)7[.ERF")"AP]>_ROOCKU]MJ MLP^,WUW1N3#Q]HH:2"C>9Z1?"6/8'\I/X^]79CK[)[#[+^0FW:'KCI7LKHK#;7H-Z M[,CVG6;2[@P]+%314L-#'1ZZ=QK^/7P MHPOQ4AV!M/HWL;>.WNJ]OY_M'>._MC92EV?5T?9N[>RIJ:J;(UM)A=I;>PNR MJ7;U;`):*DVU2X;'0V*&E?RR.8_9'\O?HGM+NGS*7N':>\^Z),GDNW]L8 MVMAZ\AV?GMD[[3+5;Y'#Y3!Y%#'*2AC\<1C?.POY6'0G9_=V&[^W;V/\C*W? MFW-P=8[NVY*.UED@VUNKJW;F=VIC,[MC)5NW:S=FUY]R8;<52N9IL=DZ6@KI MRDX@BG19`U8_^4E\8\9EZ_<]#N+N2@WED/D7U[\FGWAA-W;=VKF*??W6>W]R M;4V[0T])M'9>`V[_``>KV[N_)4V4JI*&3/Y;[HRU>3EJ(XI8S'=L?#_9O9_< M^TOD!B>R>YNG.T=N;3_T>YO/=/;NP^`B[(ZX7.KN2GV)V%C=R;7W;09/#T&9 M:>:DJZ*/'YBC:JF\%;&'X)QN'^2Y\:-PYKLS)'*B+QJ6+^4? MTK%N_<_92][_`"K_`-*V=W+U;O#!]HQ]A;"IMX]>;EZEV!-U=@LELEZ/JJFP M219O853+CWY-O]FXF#%=S97:6);";7[$W]B:S9U=2P]A8/&%8(ZO!C#4LT$:P5%--`#$ M7'HKX93_`!CZLZ'Z2Z6[Y[FMX9_/9./?\VR=X;BW_MG<%5E,I4[$W!E M:?9."ACPT.9RTD]/44D5+70&P,T@]/L\'OYLOSCO_=S^;Y_C_-]VM_A?_?B= MW_U^O^M[V`?@'\RO@CL;X7_&S:._?F5TSL[>6`ZKV[C]R;6S.Z):3+8'+112 M?=8S(4K41,%33.VEEN1?Z$_7V;W_`&?7^7);_LN[H;\?\QA)_6WU^P^OOW^S MZ?RY/^\[>AOS_P`Q>_\`6X_Y0;<>_?[/K_+C'_<]W0O^)_O>_P#]0CW[_9]? MY<8_[GNZ&'_DWO\`Z_YH?\/?O]GU_EQW_P"R[NA0;_\`/82<_P#JC]??O]GU M_ER?GYW=#?X?[^^0?UY_X`V_/OW^SZ_RY.!_L]W0W^L=X.2?_5'W[_9]?Y=W0OX_YB]_I_YP^_?[/I_+D_[SNZ%X_P"SN?C_`-4??O\`9]?YJWUA\J^R_B=#\Q=P;#SW2N MS<%V_P#\*"^X^@^R.PN\(ZYVOV#L[:,\.]\=3XSW]B=.9C;5'UQWUMGK2CW7N/>-=UIO'[2OK8$QCY"NK!#61T-7/%&NB7M3^: MC\H.VNP>BME)\A^D^O<9B_GL_1^^^PJ7I5*/;O;'4NX.AJGL_K[.U&WJ[O'= M4>SZ3<.:2:@HA3;ADGR-X)F6%XI:20$_BO\`*#*['WCN7L5N^OAL.[>\OD?\ MYMBY#YQ=D]?12[:V'MWIG>39K9/2._\`,;<[YHJ?*IVM%%'-M.+)Y.A_@V&I MI(\;'E'*+[--MO\`FW_,'>V.^1&Y,C)\/.C*_P"._P`(MF_+";J;?L>\L]N+ M_= MKXRNW3N;O'X'9O%;9F^#^\,OM_;L&5QV5SNV?EG%CZ3=6QJ#)9#O"NCQ%=UI M55+U,&;-+5&HB7154$`O)[V<8)X:F"&IIY8IZ>HBCG@GAD26&:&5!)%+%+&6 MCEBD1@5920P-QQ[R^_>_>_>Z#^[.RLUTU_-R^27;>W-H5W8&?ZU_E!5.],/L MC&F85NY\A@.]*RNI\3`:>&HJ;5#1W?Q1R2>-3H4M8>P#[W^1&;[?V9\'^S=Z M?++X/[QW=7_,KHOL/[V[2S-5NW:'9^U:ON?-TVZ\ML^MD2 MG"35>,J)5B)J::AD8Z7;J;^;C\C>V]V[/VMMO>OQ$W748GXT]_\`>6Z=O]7X M[-[Z[-[1W7\>NQ(*"F-S_ M`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`N>S.SZSK?_31NG=?3W7G8?8^0VCF= MM]*=*57;.ZZ#!Y?L_?\`MA-[9G)T6Q^KJ/)A:Y6S\<-161H9*NF@E9XJ'OB# M\R*CH#?^0ZLVIN7X;]M5F^/YE/\`,P\&[=[Y;,;=EH=X;9^/![)ZVW=TQE,] MN[=T.RNNNQ=9!UGVMUQ@L?O*'& M=.]LY+XW93N';\F9^06=W9B9F.V)4X]\%,LTM?'7*\``O,?S MC_EA4=>]<;.VEC/COCN_-W]N[GZQWOOSN=J3JKXZ]7;HVWU5M_L;';%/9V%[ M:[/ZLWUD-^Y')5-+A*VDW5354U#3Z9L=3Y4M0KL.]$]G5'8^P=M2;KS'5TG; ME!M3:=7VWM/JK?,&^MN[/W9G,+3Y&IHL?D7AHH3\$_A'T)\]/D9_.VZA^0V)W%E]G8+^8IC][8R';.Y:_:^0@S M]!C^Q\7#.U=0`O/`:+)S(T4@9#J#?4*0?[_H&I_E<_\`/&=O_P#HX,__`$M? M_@/]??O^@:G^5U_SQG<'_HX,_P#_`%/[]_T#4?RN?^>,[@_]'#N#C_U7M[\/ M^$U/\KD7_P!^9W!];_\`,X=P?_4_OW_0-3_*Y_YXSM_G_O\`!G_\/^F?_#W[ M_H&H_E<_0[,[@/\`Y6#<'_U/[]_T#4_RN?\`GB^W_P#T<&X/_J?W[_H&I_E= M?\\9W!_Z.'/_`/U/^??O^@:G^5S^-F=OC_RL&?\`_J?W[_H&I_E<_P#/&=P? M^CAW!_6_XI[^_?\`0-1_*Y_YXSN#_P!'!G^/];_)_?O^@:G^5S_SQG;_`/A_ MQF#/\?ZW^3^[QNNMA[=ZLV!LCK/:$%32[4Z]VEM[96VJ:LJYJ^KI\#M?$TF% MQ$-375!:>LJ(J"BC5Y7)>1@6/)]K+W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W M[W[W[W[W[W[W[W[W[W3I_*9_YF'_`#:Q_P"#6^_#]/Z]<]-?FYO]/=Q?OWO_ MU=_CW[WKF?#?X@]:_+[,?/G%]H9W?V,Q73/\\/Y"=U;=Q>R\YB\3C<]O+:VV M^N:;#0[VH,K@L]2;EV[3TU=4QO02(D,R5,@DU7&G8!FZZZ^J)L543[$V;/48 M+%?P+"3S;8PDDV'PGAEI_P"#XJ5Z%GQ^*^WG=/MX2D.AV738D>\]+L/8]#1T M^.HMF;4H\?25-%64M#2[=Q%/1TU9C833XZJIZ:*C2&&IH(&*0NJAHD.E2!Q[ M:H^INJXL578*+K/KZ/!Y2OI-SE?6[8PE76YG'1>#Q4&5JIZ&2?( MT47VL6F*9G1?&MAZ19G;ICIY@P;J?K1@RTZL&V)MQ'CCCBC2*)$CBC18XXXU"1QQH`J(B*`J(BBP`X`]\_?O?O?O=%O878= M'U'_`#E^]>T\CM_>1VYL^CH\ANC,4&WN]ZK(UE%@Z+(5^+H: MK(RT\#>-):B%#S=A[L7ZNWI\4^S^I=@]E4^V^G-K8#L"FVYO:FV[N>BZVHLE MAMU[VP=+G*;'YRDADGH:;?LE!6*)T5WJ6(-F9>?8F8VD^-NS:V?<6(I>D-J9 M'$5M3B*G.XV'8>#K<9D9-$=7BY\G2K2ST5;)]RJR0,ZN?(`R^KE[JMJ](_=G M8M;MSJK[_=-94;T.S:K#[1^[W'7P`K5[L.WI:?S9>LA#6DK_``R.M_4_L*Y] MX?"W:78>Q]F-F/CAA.T-W[ER=+L'`4IZ\I]X97=F)Q\F:RBX6EHX_P")Q9JD MH:;RNXT2WTBY=E!%_;+=/XZAW/F]FMUM08S(YNO3>67VR=KTM#7;D@+1Y--S MU^*T4]5FX3(5G%4[3KJ(?Z^TQ'LOXV31[=$6T^CI8MT)72;3$>"V$\>XDK8( MSDI-NZ:4KETJZ8)YS3>02);7<6]Q<*_6-!CESV]=A]9]7_W9W%D^N-JU.8K> MNWC&,I\M(F'I,-E,>_VV$7/U#--'A]<55#*Q$D0DO[4=#L[HW:>X,32XW:O5 M&VMU2M6TN"IZ'![0PVX)&JJ*:7(TV)B@I:;(NU1CI)&G2$7>!F+`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`![V/O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O=.?\IC_F87\VSZ_]O6^_/_?<=,^[C/?O?__6W^/?O=.W\H__ M`(^;^:M_XUH^4O\`[H>L/=Q/OWOWOWOWOWOWOWOWOWN@_NW;&[=\?S;_`),[ M'V%087*;TWI_)XRNT-LT.X\W5;;P$V8W)W3DSL7\BNH?CQUQ@-R?'3XZ==]2YWJ67T:'+[>R ML-0<12UT4=?(*$0I602&&8#;M[^2?V-MSL>KS':--M?Y>4N+ZHV1B>I.PM]_ M)OO[I_,=3[JV7UK-LO(;"GZYV;AL]M_>/7.XZQ@U+525]/+3PLWWM'66"^Y5 M#_)N[D_T`?!O:&$V9\4^KNY^A]D=_P#7_:N_\'%+G\I!6]I==YS9>S>V-F[R M3JS`;GW7NW9=?64];!#7G'5--+&'@K1*@D,=COC-\?LGV1 MM'Y(](]G]W5&Z?E_\@-_[4[6QW3M%74.4WMA\7OOK',X?;N7["IZ^59L++C9 M1'Y"M37U:*@#WUI_*P^7&U:#H'*)A_C]M3?/4WEFQ4TD]#4S-0Y.BF=64/]A_R>OEQU!NN*LVWMCH'L+*[>^1GP*[5P?> MF[N[-[4/:F5VY\7MLK@NVI&BKNF=UUNV,QV@L0@BI:;+30RT)6.MFETG4?C^ M:W\%/DA\TJC;^)Z7PGQIQU'BMBQ?POM+L..KI>Z-E]B8#LO:>^,1C]K[DFZ[ M[!7;NPLW0;?>*KJL"ZMN[+^.'1F:RGRE M^:G;&:[AZZ[CWCG^Q=M]WP.[^^-GR2R?;^^.O/BIU3LG(_#OJ'XX[CVYT7G-Y9[<.^ M.S^H=Y[KRLW^JV4[TVAV[NG*]K;:ZX^5_4DW7.QEQT/^A?` M5F6R.SXME==;SGS&?^XGH9]O5M?%0L MP7)M5QP5$>/J_P#D[=[5'7OS$V5W3UI\3:_=?=GP3Z/^._6G:G]Z-R=H9;'] MP]0=19WK6OWIF*7?74U-E=I46\I_>_>_>]<'^2+_`-EM_P`\[_Q>>._]/^8X^A_Q/O8^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]TY_RF/^9A_P`VS_QJWWY_MO\`1STT1_M[^[C/?O?_U]_CW[W3M_*/ M_P"/F_FK?^-:/E+_`.Z'K#_>?=Q/OWOWOWOWOWOWOWOWOWND;<6Y)MF_SL^X M-WTV$RNYJC:W\J.#<$.W,$E%)FL[+B>]ZRM3$XE,E78O'M7UQAT1">IIXBS> MJ11S[##XU_S1-_;3Z%V[\OOE]0?(NLZG[]R]*^`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`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`)=_IS[V/??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=.?\IG_F8?\`-L_\:M]^?^^XZ:Y] MW&>_>__0W^/?O=+W\J#<6W\/NO\`FJ09?/83%U$G\V3Y22I3Y#+4%'4-"<'U MBJS""IJ(YO"S`@-ITL00#P;6\?WYV3_SV&UO_0@Q/_U7[]_?G9/_`#V&UO\` MT(,3_P#5?OW]^=E?\]AM;_T(,3_]5^_?WYV3_P`]AM;_`-"#$_\`U7[]_?G9 M/_/8;6_]"#$__5?OW]^=D_\`/8;6_P#0@Q/_`-5^_?WYV3_SV&UO_0@Q/_U7 M[]_?G9/_`#V&UO\`T(,3_P#5?OW]^=D_\]AM;_T(,3_]5^_?WYV3_P`]AM;_ M`-"#$_\`U7[I8S4FU-Y?SK>U\'-ORGV_BMU?RKJ3:\FZMN;GP-#F,3)EN^ZJ MCEJ,#DJP9"@IL]20RF6'R03F.PFR.L-K MYS9NU<;NGOG9]=]M@NP:RCJ.W-JX2/;F'J*EZK8DV1 MJ&YH=V]A[-VMCOX1-C9MOY3-1O)%'EH"[WP'6./_A>P\AW)AZ3&QP9? M<^V\>TD$.2Q!PM4T$LD,C/"YC]Y^Z^M-Z;R^(GR=Z/P_?6R.S.QNYMN]KX/8 MN6[8W9BMJ[(VU7YC96V\UEY-O;3BJWDAE_AU76R*1$S,`'!2. MHOY8'3=-TAT[@NZ/D?V3+WQLJA^/E3N;L?9/?^W,_/25?QUIHJC8O7>R]Q;D MZPV_(O3.%W1YTV,VQ14>0ZTR6XGEJZ>&""ERM!)42 MBFKXE1H*K'R21R4I\DC.U[J_EE_"G=&+@@B[1[ M(VKN;*[1[4V'VKV-M#N['8?L#O\`VAW;DGSG:&#[LS3T-72;JI]S[A?[\24M M+CYZ"=52B>F@40A"U7\H[X.OFL1N#'=X=[X7+[5H*#&[$R=+\CJ;*YKK^DI. MFST54TFT]S;IQVX=TTN,S&P5CCJL?4UU5C34PK+%3Q!I4D9,G_)_^(&7V%5= M:5ORN^3C;2J_CWU1\8&H4[XZT62+J#I3>W^D#KW"05'^C8R1UV(W&SLU7S+- M#*\;'2>''.1^1&Z>MN^MA;>WCW)W7%F\,])\@7Q%9 MO#%;MR.VL5CMV97!T^4Q`J<4L\U>F&FF;Q02TR1T@0/QP_EA[!VCU)C.MNQ. MW9>K*+8^_L#VKTRG27?NR]P[[Z=[5P])EL#E.P-I]R8OXZ?'G[^+>>S\HV*R M6"S.U,Q02TCNLDLP,8CLG[IZ+Z([_P#CKE/C3V9VEG\SM/,1[5EK-XIVCCX> MS3G-F[HPN],#NB'=3B:&#.TNYL!35(TT@I%TF-(%BL@!;:?P.^(>SNVE[3QO M8N\*S'?Z2H>\Y.GLYW#0YKIF?Y!QXN/$S=^2[4R$4V4/9U;$AGFF&1&->MD: MI%&)R)`J?D%\0OC-\E>S]E]L]A=H;BI=S]>+43[,7;/86S\92[;S,F&R6%I= MP8.LK,)D]PX6OH8S.)^0>RODTL.9[MZUJ,96]I["VE M'LC!5=?1TW7=)KPK;Q;_?G9/\`SV&UO_0@Q/\`]5^_?WYV3_SV&UO_`$(,3_\`5?OW]^=E?\]A MM;_T(,3_`/5?OW]^=D_\]AM;_P!"#$__`%7[]_?G9/\`SV&UO_0@Q/\`]5^_ M?WYV3_SV&UO_`$(,3_\`5?OW]^=E?\]AM;_T(,3_`/5?OW]^=D_\]AM;_P!" M#$__`%7[]_?G9/\`SV&UO_0@Q/\`]5^_?WYV5_SV&UO_`$(,3_\`5?OW]^=E M?\]AM;_T(,3_`/5?OW]^=E?\]AM;_P!"#$__`%7[]_?G9/\`SV&UO_0@Q/\` M]5^_?WYV3_SV&UO_`$(,3_\`5?OW]^=D_P#/8;6_]"#$_P#U7[]_?G9/_/8; M6_\`0@Q/_P!5^_?WYV3_`,]AM;_T(,3_`/5?OW]^=E?\]AM;_P!"#$__`%7[ M]_?G9/\`SV&UO_0@Q/\`]5^_?WYV5_SV&UO_`$(,3_\`5?OW]^=D_P#/8;6_ M]"#$_P#U7[]_?G9/_/8;6_\`0@Q/_P!5^_?WYV3_`,]AM;_T(,3_`/5?OW]^ M=D_\]AM;_P!"#$__`%7[]_?G9/\`SV&UO_0@Q/\`]5^_?WYV5_SV&UO_`$(, M3_\`5?OW]^=D_P#/8;6_]"#$_P#U7[]_?G9/_/8;6_\`0@Q/_P!5^_?WYV3_ M`,]AM;_T(,3_`/5?OW]^=D_\]AM;_P!"#$__`%7[]_?G9/\`SV&UO_0@Q/\` M]5^_?WYV5_SV&UO_`$(,3_\`5?OW]^-E?\]AM;_T(,3_`/5?OW]^=D_\]AM; M_P!"#$__`%7[]_?G97_/8;6_]"#$_P#U7[]_?G97_/8;6_\`0@Q/_P!5^_?W MYV5_SV&UO_0@Q/\`]5^_?WYV5_SV&UO_`$(,3_\`5?NI;^4A4TU9OO\`FS55 M)4055-4?S5^^IH*FFECGIYX7ZWZ99)89HF>.5''T()'NY+W[W__1W^/?O>I? MU!TC_*DFW3_,O^07\QSJ_H[(U4G\VCY'=3;8[+[7V[FLQ5R*<7L#)[?V12SX MB*L9`V0R=4])"85::HJ616=V118]T;_+6_D6?)7:M9O3HCXL_%'LW;N-RU1@ MMMR.)NO\%F*+`9#/2;@6`[8A\>6R$<2 MTS5@JVY81:!J]CA_PR7_`"G/^\"_CW_Z"4EO]M]];VGT_DV_RE'W1/M4?R^> MFUJX,)#G&RS]:9A-KR03UDE",?!N8RC#39J-XM;T2S&H2$B0KI(/M0?\,E_R MG/\`O`OX]_\`H)2?_5WL#\'_`"V?Y'6Y._-[_&/"_#?X_5G=?7.Q]N]B[RV> M>M-STJX;:&ZZR6AV_E!GJRGI]N9#^(5$+`14E7/+':[JON#O7^71_(VV!W)L MSX][A^&'1([D["V1O3L79>Q,7U3NW-9'<&U-@0)4;FK*&MQ=)58;[RF$BI#1 MO4I65,C!8HG)'L:<'_)B_E+Y[#8O-P?R_P#I#'PY6@I!?Q[_]!*0__'WNK[&?RL?Y=<_\XK<_0L:3;U?V%L3&8NFJ]S[.HMVTTU;MJJW!B(LDU7CH,W2T[O3M( MH$BKQ[$?_ADS^4[_`-X%_'O_`-!*3_7_`.5[^ON-4?R6/Y2%&],M5\%OCC2O M6U"TE&M1MD0M5U;I)*E+2K)D%,]2T<3,$2[%5)M8'WG?^2=_*:1&=_@9\>PJ M*S,?[I2FRJ-3$VK238#V$'2'\L;^2-\C=G5N_P#IOX:?'K>&T:'=FZ=D5.87 MKS<.$5=R[,RDN$W+CA1;BCQ.2)QN5IWA:3PB-V0E&9>?8P_\,E_RG.?^<"_C MWS]?]^E)_6__`"O>X]7_`"5OY26/I:BMKO@I\2NRV>W!N#+UD%'045)#+45=5,D<:EF'MLZ^_E9_ MR<.SNIJ+N7:G\OCKAMLUN*S.3BP6>Z,WUM3L6&7;M5D*#+X.KZVW-0XG>U)N M2ER>+GIA0R42SS3(!&'#(S)OKK^71_(V[3[5[$Z.V=\+^BJCMGJ3:O76\>R] MCY;JC=NWLMLS#]JXVLRVR5RTF>I,?0/D:>:CDB:*H6.12@'[_A MDO\`E.?]X%_'O_T$I/\`ZN]^_P"&2_Y3G_>!?Q[_`*?\>E)_]7<>_?\`#)G\ MIS_O`OX]?^@D_P#]6^_?\,F?RG?^\"_CW_Z"3_\`U=[]_P`,E_RG/^\"_CW_ M`.@E)_\`5WOW_#)?\IS_`+P+^/?_`*"4G_U=[\/Y)G\IT?\`!?Q[_P#02D_^KN/?O^&2_P"4Y_W@7\>O_02?_>_OO>F; MN7!_%;XGYO\`FE[VG^#WQJ[VH^LOYB^&Z'ZGV9VY@MQUNU>L>OLCM[LS,RXK M:M-@\_B:Z&F27;-.BQO.P`]1)(L5;LZ3M'L/:V!WOL/_`(3=_'3>6S=T8^#+ M;;W3MGXQ?)'-[?SN*J0339+$9;'[MGH:^BG`NDL3LC#Z$^U+_=#O[Z_]`RO2 M/^/_`#B;\G0?Z?\`/3\\^^_[G]_?0?\`"9;I#G\?[*=\G>?K_P!G1;\>_?W/ M[^_[YE>D/\3_`+*=\G/Q^/\`CZ/Z>_?W/[_^O_0,KTC?_P`5-^3O^')ONCW[ M^Y_?_/\`VS*](?@?]DG?)T?_`"S_`$]@]W'VI5?'G#XK<'?'_"?;XC]-X/.Y M"3$X7,=F=`]^[+QF5RD5.U7+C\?6[@WO04]961TRF0QHQ<(";6N?>W'\?OY2 M'\JWN#H;I+MO,?R^OC;B,OVEU'UMV-E<5C=JU4F.QF2WOLW#;EKL?CWJJ]ZE MZ&BJ_?\,F?RG3_W(7\>_P#T M$I/_`*N^OOW_``R9_*=O?_9"_CU?_P`-)_\`ZN]^_P"&2_Y3MK?[(7\>[?\` MAIR?TM_RO>_?\,E_RG/^\"_CW_Z"4G_U=[]_PR7_`"G/^\"_CW^/^83D_'T_ MY3O?O^&3/Y3O_>!?Q[^M_P#CTI/K_7_@=[]_PR7_`"G/^\"_CW_Z"4G_`-7> M_?\`#)?\IS_O`OX]\_\`9I2?G_JN]^_X9+_E.?\`>!?Q[_\`02D_^KO?O^&2 M_P"4Y_W@7\>O_02?_P"KO?O^&3/Y3OU_V0OX]W'_`&:4G_U=[]_PR7_*<_[P M+^/?_H)2?C_JN]^_X9+_`)3O_>!?Q[^EO^/3D^G]/^!WOW_#)G\IS_O`OX]? M^@D__P!7>_'^27_*_\`T$I/_J[W[_ADO^4Y_P!X%_'O_P!!*3_Z MN]^_X9+_`)3G/_.!?Q[Y-_\`CTI/_J[W[_ADO^4Y_P!X%_'K_P!!)_\`ZN]^ M_P"&2_Y3A_[D+^/?_H)R?ZW_`"O>_?\`#)?\IS_O`OX]?^@D_P#]7>_?\,E_ MRG/^\"_CW_7_`(].3_ZN]^_X9+_E.?\`>!?QZ_\`02?_`.KO?O\`ADO^4Y_W M@7\>O_02?_ZN]^_X9,_E._\`>!?Q[_\`02D_^KO\/?O^&2_Y3@Y_V0OX]W_\ M-.3_`.KO?O\`ADO^4Y:W^R%_'O\`]!.3_P"KO?O^&2_Y3G_>!?QZ_P#02?\` M^KO8$_R4^N]C]1S?S/.KNLMKXG977G7_`/,[[MVMLS:."IS2X7;FW\7UKTU' M0XG&4Q>0P4E,I.E;FU_=W_OWO__2W^/?O>I)E.O^U^UOCK_,ZZ]ZNY-MXO%Y;$X7;\SXJ135N M^46!##H)=17R/QZ^?G6/0GR&^.O7'5'>+]O[H^0.T^W^U_FSL/<76,787S/^ M.M544-%G:)*K=F_J(;(^5FW=@ST>$J<)]KBMOU*X68XZNB%2A9]/1/RMZRWS MTE6[>Z?^>7R4PVS?@K\BMAP[X[,[(Z:ZX[J7<_9V_MF;MVOUID^R-L[]:NV5 MG\3M[;5914M;#%D:REC6E@:M>242Q%\S'Q<_F2[BZ:W'L?$["^7^PNSMH=Z] MR]B=$;QH?D?NZ38=-\;LOLC!Y9OCONZCROR,WEOW,[EWME*G(8O;^4R\];5[ M=S#?>I5TL,20L*?;NW/GMEFWX.ENDOYH'6.T<_\`%'XR[=V#L:+O?9&8RW7G M::?-U5_P!Q`1&+$/B)MOY>87J_ M^8)LW&;6[HZXRU5V+V+E?A95_)7=5)O:2DQVY-@P';J>P>R\\F#H^Q(Y MIVI@R+U>'*5F!Q4T2M#$E"\JH!J[7^ M.GRXVICOC#0[#VK_`#$.X:C9/QI^9F)HNX-R[BZ/Q/?_`%YO3M_;./INI]JY M#/X?LC&IAZS$9C%_;13))DJBBH/'Y*MV/H,+UA\7/E#D-R_&_*;LVM\BZO:O MR'^-G5^Q_ED^^_DKO[#;BZ"[8Z9.,RF1W70X+;?<-13P9'MXT7V5;/@)9S4R M1^2H,:3R`DMWI\7?YG%)UW\L=S9+?G\RK+?)&LS%9@MM[5ZD[1Z5PW0>^-N5 M'9U'7;*W!UON)M\XG?45-A>N(325=-(F!KX5>6*H:I)#,OQY\GL_,;KC MBEV_6F@K8(#J4PO(FL,(.Y)>>N>F/G)T%\N/CO M\VJ[J+/=H5'R,V_V)L?Y4]>=6]2[>V/V-UC@-YY2FW3LO/=O[BW3\F=S;7[$ MR_5FY%IJ""/`T-")<3#/(HU$1M*R_0?RZSG2O>ZY7K7YOO\`-';V0FSN5[`Q M7R=K,5T=W/%@NW:70K0P8I\-MVGBC\E-6F_R:EK,UM#8O8G24=!M',Y[: MV'[IJI-M;3V1VW21U-?B%JZY8X9)(H*:6F>2)SK_`,I_HSY6=7U79F\/E5OC MY@YKM#<5!#C.S=I=V;AZCSG1M3V)C<@]14[\^/TFRS>Q=[?S#I\EN??&^-EQ=/8RF M[-K8MP?'++Y3:$7;VXMKXR<9N.:>#(18.HR%!5S_`.4R-!Z!EJ_C)\Y,;\1H MMC;8VS_,8[-[!['RFY,C;NWY";/V#)\=NUJ#KO,4U)EJ+%]$]P[7W;V/L'/[ MY\<]%-5[I_A,%<8JR3'B#R4S)#>?PY^;7R?Z)^<&*[SZI^:&=[6EZ7^)M?T% MA^POD?/A=I9/L/;6T-L4GR5V_L/%=;=X8K93C<6Y*:LJ:>FSE)]O/*?(LRN1 M[LG_`)H/Q_W!VU\%OC[UIL7XY=\]BU^UNY?C-N9^L=A=A5HW[LW9>PMR83,[ MT7=6[*WN?9U5N'*8W9E!5T<P,EV2*?:E?\`&#L';=?OCO/);4V;1F"& M6DHJ7`8S'9'"1-4T^0R%=+^^T;/=+?.?=>>[1[+Q?Q_^56!['Q7QJ_E656$W M.-^;3VCNO?&^_C/V;/G/DSLJ#*X3NE)=SYW-;)WKDH_L,U+_``C/3?=))(7$ M+NI-@]"_.C/?*'JK$=E]7_-;!?&^N^7?S>WO-1U/R:DR&P:+IGLK:F!ROQHJ M.SJ#9W>,/8N,AV/V2LPBPZU=?%C:,3)'"89`A-W_`"HNAOE]UMNOLC>ORYW[ M\M\QVMG,-)MWM/;G:FX^I"F(,I5H4BF$94@VMI'L\O^D[L? MZ>*K_P"LU_\`8B_'U]]_Z3NQ^?V:K_#_`#W^O^3;W[_2?V/_`,<:H_3BTO\` ML.+_`)N/S[]_I/[''^Z*O_K+_L0>38\_X>^O])_8UO\`,55_\?(>>?\`&WU- M_>ME_P`*6-W[LW#\<_CW29V.=*6'N+,31&3R:?,-H5*6]1(N48_3WM+_``A_ M[(N^(?\`XJ_T#_[ZC:?LT'OWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWNG/^4Q_S,/\`FV?^-6^_/_?<]-_[;W<9[][_`/_3 MW^/?O>OQ\%_DKUA\8%_F7;H[.GW`T>^?YT7R+ZVV9@]J;>K]T;EW1O+.[:Z] MKJ3#8;#X]3-4U"8S&U55)=EM#3OIU/I1K"A_,=Z/.X^QMH_W'^1";FZSK.FJ M?*8"HZ+WM1YK<%'WQ6U-#U]F]EX>MI:?*[IP<\M#4&NGIX3_``X4TPG"/%(J MACV%_-IZ$VCUMC>T=H]:?(?MK;>9[QV7T1A9]A]2YJH@SVXMZ[OK=F8_+X"O MR#4=#E\2,MBZB-(XG-;-,L?RY*7,=Q86M[JKH)^D,#6;EWA M-1[)W5N*.LQ.(SE#M?(T\I+^J%6E`E[=_F MG?%;<6\L+L4KW)MS-9;MC;72M7+O#I+L/:^)VSO[?NW8]V=98_=F6RV&@H\' M1]H;=D%5@:B1C%5Q?J,1X]V.^_>_>_>_>T_2;2VK0;BRF[Z';.WJ/=F/^Z8 M^WN;?7_G(>7Z>[D/?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?S]>P_B/ M\@_F7E_YR76GQNZ_F['WO@_YK.W=WY/!0YS;N`FAV]2[5[@Q=1D$JMSY;#XZ M8Q5N2A4QB;R68L`0#[-'T_MO_A3=T5U?L7I[KSI';..V-UUMZAVOM:BK\7\7 M,Q6TN'QRE*2"JRF0W-/6UTL:'F25V=OR3[$G^^?_``JAX_XP]LW_`-!GXH_?WS_X50W'_`!A[9O\` MB/[L?%#_`'L[@]]_WS_X50_\^>V;QQ_Q[7Q/_'Y_X^'_`'OWU_?/_A5#S_QA MW9O-[@[8^*'_`-D/Y]E#^8'Q/_X4.?.G:.UMC_(GX^8O<6WMF[@J-S8&FP%3 M\<-H5$.6J:"3&R33UFW]W4-34Q&DE*B-W*`F]K^]V/XL;-W'US\8OCEU[O"@ M&*W=L3H?J'9NZ<6*BGK!C=Q[7Z^V]A,W0"KI))J6J%'DZ&6/R1.T;Z=2D@@^ MQX]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]TZ?RF?^9A?S:_\`QJWWY_K?\RYZ:_WGW<7[][__U-_CW[WKS_#OXQ;/^6^Q M/YMO3>_\C7XO:N=_FW?*=ZR2EVUUWNZ*I=-K=:TJ^;!=H;+WYM2HGH16>>EG M:A^ZHJM8JB"2.6-&!X-E?!7#T'R5Z'W[6[.K<1L[X<=.5'3?4^]LYVME-][W M[HQE=CL!_=_(]BXF?$T444_6=?39*:AGKZFMJCD*YIZ?PQM(A2^9_E!=`9S+ M]G;DD[&[CPNZ.RNQ^H.TI<[L^HZRV4<%N[I7=%1N_:^>CP6U^L\7M3=>Z\GE MJZ=WCFTHME8_) M=29"HZSH-U[ABW/NS#[+W3N#J7+[IR&&RV561H(,]5YD8Q*B44AAU`ACRO\` M*1VUF]SU>ZLM\M_D[65U?WIT?\A*ZG-%\=H:2IWY\?MGQ;%V%$5I^AHIX<$V MW(%CKJ=)%:JD'DUJW/NW)00J@L6(`!8@`L0+%B%`4$G^@`]]^_>_>_>_>Z=, M/%+_`,/S;R?0^C_AL7;SZM+:?'_LQ/=Q?OWOWOWOWOWOW MOWOWOWOWOWOWOWOWOWOWOWOWO7%_DD12)\V_YZ&N-UT?.I(GU*P*O_O^3H:X M%F`!X^OO8Z]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^]^ M]^]^]^]^]^]^]^]^]^]^]^]^]TZ?RFN.P_YM=P0?^'6N^_K?Z'K?ID@C_74^ M[B_?O?\`_]7?X]^]ZQ_PK_EL?"CYC=O_`,T/LSY']+'L3>^%_F@_)C9N/SP[ M([XVX]539/%U M-/*@J;QS4\B-9D8"?EOY6G\B7`[RZXZ\S.Q^KL9OON'&TN9ZGVC5_*[NR'5V)BV[R%7NK&U2(6CGH5FB=1<,18^X&&_EE_R$-Q]AY3J3`[;ZX:W=M!DYFT1XNHP,'>\F03)EP5^W\?F4@@J"#8;,I_(X M_E+8/&9'-9OXUT>'PV(H:O*9;+93O[Y$X_&8O&X^GDJJ[(Y&OJ^Y(:6BH:*E MA:26:5UCCC4LQ`!/L),O_*S_`)$N`HNMLCG-E]3XG'=R3T=-U+7Y#Y:]RTE# MV9-D(HYJ!=B5J4^ZQ612QF)J)IED$B:2=2W65/_)N_DQ5>^\EU?2=,;.J MNS,-@Z?<^8Z]IODWWM/O?$[;K)OMJ3<&3VI%W<^CS&.=PM132,LT+&SJ#[6O_``Q%_*H_[Q9;_P!'E\D?_MP?X^_?\,1_RJ3_ M`-RM/_Z//Y(__;@]]_\`#$?\JG_O%I__`$>?R1_Q_P"_P_X^ZR,9_*3_`)>L M_P#-^W/\>)?CWKZAH?@/A.U*7:G^EGO17BW_`%'=[[=FW!_>!>SAN9R^#`I_ MM&K#0@>L0B7U^["L7_)@_DX9S=6Y]BX7HS:^7WMLN#$5.\MGXSY*=]5VZ-J4 MVX8):K`U&Y2D>JBB6H1&:,L`3[5G_``Q'_*I_[Q:?ZW_Y MGG\D?K_Z.#WP?^1/_*ECT>3XO:/)(L<>OO7Y'KKE;E435W"-3M;@#D^^,_\` M(I_E1TT$M14?%[PT]/%)/--)WK\D$CABB0R22R,>X0%2-%))/T`]ACTW_*/_ M`)*7R%V'0]G]+=)8CL;K_*9'.XC';KV]WO\`)F;$UV0VSF:W;^=IZ6>H[9IW MF_AV:QL].[JI0O&=)8_^RM/?_Q.?R1_^W![XO\`R)_Y4T2/ M))\7?''&K.\C]Z_(]$C11J=V9NX0J(JBY)X'M#=E?RQM+)*M'.$K( M0A$T4;<>QL_X8C_E4?\`>+3_`/H\_DC_`/;A^GOW_#$?\JG_`+Q:?ZW_`.9Y M_)'Z_P#HX/8-]Y_RI/Y)7QMV0W8?=/12;.VJ MN-P6UMH=DY_=6X*Z/'8^IJY8J&BJ'AHZ::HD"PPR2*B>NOY=7\A3M?=^Q.O] MB]64.5WUV;UO7]P[%V=7=K_+S;FY]P=7XW*)A:C?<&#W/V%ALE2[:ER3K'35 M-1'"E6"'@\B$-[,U_P`,1?RJ/I_LK3_^CS^2/_VX???_``Q'_*I_[Q:?_P!' MG\D?_MP^TYA_Y)G\I'.Y3H#+L_X5?%#W8'PYH/D'MWJC^ M81B.@.HMD5W?7=O65-L/9N2P78^:>/\`O#M;,;7AC#93[RK).K[@# M4'[PW>OQ?W#BZ#.X#^07O7.83*TZU>+S&&^3OS+R-)(#HJJ#(T5+/25=- M);TO&[*?Z^W+_2Y\>/\`OGV[(N;<_P"S'?.;Z_X_Y![[_P!+?QW(_P"X?;LC MFW__?Z7/CN/^[?;L>W]/]F.^7R>(RZ=5A M>U[>W7_AB+^51_WBT_\`Z//Y(_\`VX??O^&(_P"53_WBT_\`3_F>7R1^G_HX M/?O^&(_Y5)_[E:?_`-'G\D?_`+<'OW_#$?\`*I_[Q:?_`-'G\D?ZW_Y_!_7W M[_AB/^51_P!XM/\`^CS^2//YY_XS!S[]_P`,1_RJ/^\6G_\`1Y_)'\\?\_@] M^_X8C_E4_P#>+3_^CS^2/^O_`,_@]^_X8C_E4_\`>+3_`/H\_DC?_;_Z8+^_ M?\,1_P`JC_O%I_\`T>?R1_\`MP>_?\,1_P`JG_O%I_\`T>?R1_U_^?P>_?\` M#$?\JC_O%I__`$>?R1_^W#[\/Y$?\J@7_P"<6GY^O_&<_DC_`/;@]^_X8B_E M4?\`>+3_`/H\_DC_`/;A]^_X8C_E4_\`>+3_`/H\_DC_`/;@]^_X8C_E4_\` M>+3_`/H\_DC_`/;@_'OO_AB/^52/I\6G_P#1Y?)#_P"W![Z_X8B_E4?]XLM_ MZ/+Y(?\`VX/?O^&(OY5'_>++_P#H\_DC_P#;@]^_X8C_`)5'_>+3\\?\SS^2 M/_VX/?O^&(OY5'_>++_^CS^2/_VX/?O^&(_Y5/\`WBT__H\_DC_O'_&8./?O M^&(OY5%[_P"RM/?_`,3G\D?_`+?R1_\`MP>_?\,1 M_P`JC_O%I_\`T>?R1'_S8/?O^&(_Y5'_`'BRW_H\ODA^/_*P>_?\,1_RJ?\` MO%EO_1Y?)#_[<'OW_#$?\JC_`+Q9;_T>7R0_^W![]_PQ'_*HO?\`V5I[\_\` M-<_DC^?_`"L'OW_#$?\`*I(M_LK3V_\`$Y_)'_[<'OW_``Q'_*I_[Q:?_8=Y M_)$?[UW!["W^25UILGIE/YFO4W6V$.V^ONNOYG'=FT]FX`Y++YG^#[?Q76O3 M<5#0?Q7/Y#*YO(>!"?W:NIGG>_J<^[QO?O?_UM_CW[WK3_'KL'M39W77\UG: M726Q]\;L[0[I_G"_)7J7:^X-J[%W-OC;759W7A^JZ++=F]I+M*6+.8#8NVL/ M//(]73ZIS4Z%1;!W1BZ2V[WQ\.]C_P`PKX3]H?$_LSL;J?>J9#M+I&J^+70' M:>^/C])_IBVW24G:'1>UH]Z5]?F*J+'Y\&M=99GH)5R57&KAH61A'VW\*_EE ML3-8_HSX]U6Z,!\0=\_&3Y$Y7XO[VW]-7XCMWX+]I=L=?XO%TW2&X,=DQ)N= M>OX,Q.*O`2:I*_;Y2HH&++3T[LV=95GRUPG4_P``?B;UO\0MP]+=E]'=@=?; M;^1-1VA\6,-V_P!'8S"X&@>EWKWUU)\@X-^X'9;[NJJB%JVBJ8)Y\S6RY:83 MPK)"XZM8J6@RE#E:O-!Q1R9+ M$F"&S+`#8WUIUQNS9O\`-CP^>K^G>PYL/_PWGLGJ7>O?])U960=<[Q[0VYO$ MYJJQ^9[-2GCCSN6_@**(C5-*R&U.&!72%K_*GVOEMET?S3PU=TAV)T?AG5-5U5A\]L7>%70S8+.[/QK4]+056-K#0RLXAC0QEE+#UCW;-[] M[][H^W7O!NO_`.=;W!O=-L[LWK)M7^53C\W'M#8F$GW'O+^86WM\;#^ M0>V>C.E>ZZWMCK_&YW)4VY^JMU?(S#;JRM9@,15=59`P8-X<6E.WV/W,T*/& M.53F<)\T,UTKW_FZ]OYF-#\S-F9&?-;CP6W-T93$_'3=E'@.WJ7*X:H^.%/C MJNBVKG8,GUJJTR8;!S02UD9FBR=/),%D(>;GZX^;79O=?6^_).L_GM%L/:/S MH[$WGUG_`'N[1W'AI*+KO?'1R_Z.Y=S[7Q_8:9[`=9[8[5A\.0ILO#'#04=3 M+3A6BDDC]G8_E/[8^:.&J>UM\?+[MOY8;KW?EL5!2;XZ@[IZEQVU^MMD=F8K M(5$^7RW0N[QV#O:;>NTK*;^8_P!:[<&# M^,/6'S:V1OS?VW/YAM5D-O=J=>YC&=);9WAN'MVHWYT!F,=B-SSTVS-J[JS. MWJ[(R4%>[Q/5UU0E/5U&@KH&3<&U?GK@_AK1[>VGO7^:+WCV3V-N_L#-;#W# MNW#YOXX[MZ/W32==5;X;;7:E-MO>W87>>\.OZC>=.&QHES<.W3D)55ZJ3&6B M]ACO?K'Y[?*3H/YUP=ET/\RJE[%PO1_Q*S?2^QZK<&\>E]L;CWHFS=KI\GMJ M;)P/6N7VKM#L)GW/'6R04.3-=52<:'9_I9'_`#5>M=R[X^!WQZVCLGKWYE[P MRF)[M^+>?FVSU-DNS,_W=B]H;/W7@,[O#*=EY+:FY3N+(Y?`[4Q]3.:BMK:B MH7/1T[HWW@C<$@[6W+_,/H^W/D3F>F]B_P`S#;'5.X/CK\MMD;?_`(SFLQV; MO*G[CV]3;4K_`(W;TZZVUN6DJ=C[)PNX*0R4U!)AZ:MS\@DJ1EZR2O1I(VP1 M_,&I[ESG?.-Z7^>&&W5A>C?Y3.0WMG\#L3>NUMQ]GCJC>>Y$^6&QJZ@.1H#V M9E:;;O8K3U^"E$C5TB5+PAY*/IZ>"2D,< MQ:85?Y?>[/F#T:W9_=OSY[0^9&Y\[E)]O[![(Z4W-T)]SU'LSM;,;_\`X90[ MWZ"W-@M];XJ=W]?5=!7>,2;4H:#!08E$J*^CIJQ`&&W^:3U_N+>GR!_EKYW" M[(^6NZ,'UU\B]R[NW]GOC9'V3)C=C;4J.K]V;=T9NAIXW MFAGE;&35T3*U+)4QO6#ANM_F_P!A8KX_]P]K;(_F%U&_MN=3_._HA.P-NTE; MU[\BL9V1OCNO!;L^,V2W3'AZK;DN,ZSR&T<+2&IRK4T6UZ;P&FKT2*\9%[#X M/^:9,OS+KMQY?YD[K[AZYV_\4:?9R4&1K=@=6;JP&0V7M*@^:5)\9*"BCV_U MCO;?-'DJ3*G;%77P5-=%4L)Z&H\TD4GMTW9BOYCF(ZZDWGU3D?FIN?JK#_(+ M(YSHOI3MI^Q\7\A]X=:9#:6T<96;;[>[.VOF:GM+:%)B.P:G*U&V)-XTF;Q; M40=L[$:>.C?WEWWN#^8SD:'YA'`T_P`W4FV1\H=J;YZDVIN?:6]*2@W_`-8K MU9AZ/,=4;)[(Z3_NKN:FVE0]G_>+1Y+&T>0HJCQ1U&6AJ**1G.Q'T_5[IK^J M>MJW>^W\QM/>-5L;:T^Z=L[BW!0[LS^`S\F%HVRN)S>Y\9346/W!EJ"M+QU% M9##%'42JSJBAK`1O?S9?G&?]^Y_-[']?YOVUO]C_`+\7N\?0V(^GO;6_EE]O M;QQGP!^)>/IJ:9J:CZ8VK2P,/*;Q0PRHA!^EM*\`>ST_Z:][W_X"S\_C]XV_ MXH![]_ILWO\`7[6?G_";Z#\_3_'WU_ILWQ;_`("S?U_W:/\`>_ZW]^_TV;XX M_P`EFX/U_>_P%C_CS[]_ILWQ_P`JL_/^$W_%/>J=_P`*6=^9_=^5^',.8ADC MCH]V/8O\`QY&SO_#5V]_[J*/VJO?O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=.?\IG_F M8?\`-K_\:M=^?^^YZ;_WGW<9[][_`/_7W^/?O>O!\,>_VZ#@_F/_`,%Q6/W! MV3W-_.[[WZ.Z>V_F*V3'83*=B;SV_L"KIZC/UM.KU<&WMM[?PM?E:T0J9YH* M(P1E))D=7/*_S=_D-LGY:]B_%+-]*_'[M/?O5_=ZLJMN0[,ZUQ&Y_N]Q05V?$=#!15'^6E?#)-8AVU_,:^+ M^R.S=U?&7;W=O6LWRP@VONR?9O6>Y)=RQX*NWW@MH5V[J+9.X-TX3#UN'Q^? MEQM,M5+BEJAEVH[O%`Q*W#/XW_S.>J=X]+?$S-_(7-TVP^Z?DAL/KS-U.'V9 MUOV[E^K,1N[L>7(T>UMNR]@0[=W)M7:,V[,CBIXW8L57LO@I:VKH9\R!IH&FN'$K9O\S[X69>;9VTY?D5@=W[OS+]487)9G;/6 M':N)VI#N#N3"Q9?K:HSLM1@<]C.MJ#L*!]6,CS664*[K`\YEX-B7OWOWOWOW MNF_#_P#;^G>/U_[=C[?M_P"E#R#GW_>_>_>_>_>_>_GL=R?&?OGY35?\ MXW8/Q[ZQW+VMO'$?S8-N;HR6WMK1TLV1I,!!M+N/'39-XZNJI%>".MKX8V"E MF&N]K`D'"Z*[O_X4)?'OI[KGI+9/\NW:%?M/K#:V.VC@*W7+5U%V]C:2JK65O6\=/$K'^R#[%?\`V='_`(4<_G^7%UL?_*.;B/%_S?NS MGZ^_?[.C_P`*.1]?Y<76MS];=-[AL?K];=U_X^^O]G1_X4=?]ZX>M?KP?]#F MX+_['_C-@XX_WGW[_9T?^%'=_P#MW#UL?S_S)W<`_P!;_FM8'(]^_P!G1_X4 M=?\`>N+K8<`\=.;A'/\`L.Z^+>R`?-SJ/^=Y_,+R74Y[P^!%5MM.K\EDY,%+ MUKL1]LK,NX:C%?Q!LS+F^PMR+/%"N,C\90PJ@U$WOQOV[1I:F@VGMBAK(F@J MZ/;N%I:J![:X:FGQM-#/$^DE=4U#[][][][][][][][][][][][] M[][][][][][][][][][][][][][][][][][IT_E,_P#,P_YM?_C5KOS_`-]Q MTT+?[Q[N+]^]_P#_T-_CW[WK>_%'H'-=X1?S`]P;)7#S]I_'3^>GWI\A>J.-D8T^ M6_E0Y3L/=O=W=.YODGV%LON7M[MSKSY(=7;GVOL/J^AWA\4>W=E[0QFQ8J/: M&XZ"DK:'L#;&2Z^QT6WMP8S*I48S/TZ//*OD=71<[+_E=_W%[([>[/Q'R`GJ M-Q][XO,9[L>MRO0'1>6S)[QW!M"AVAG>V-E;LR>V*O=VRL1FH,=%55&UH*Z7 M%K4ES`\"2.C`K2_R5Y:C:/QSV-NGYK=V[IVQ\8CU#D>L\+4;-ZXH,-@MU]-; MNK-Q83=N%PM-C6Q&*S.XL55+C[L7N2')8KK_+[CP4E/'A,/N+IG:N0&)P= M5C8*9FHHRE0)`[@A1@_Y+V_6_,YB7S'Q7KHU/0'36->+&_$2!: M/K+$`4L+*_W5!#%'DJ@CRU+(7&DLP]WN1*Z11I+)YI%C19)="Q^5U4!Y-"^E M-;"]AP+^\GOWOWOWNF_#_P#;^G>/_C,?;_\`\$1)[N0]^]^]^]^]^]^]^]^] M^]^]^]^]^]^]^]^]^]^]ZX7\D;_LMO\`GG?X_.>/_>/[\7_U^3[V/??O?O?O M?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O M?O?O?O?O=.?\IG_F8?\`-L_\:M]^?^^XZ9Y^GY]W&>_>_P#_T=_CW[WK*_'; MY1=A_%Z3YM576_76S^P^^ZO8^$V;4]HXCK^BQ>[)QC]N[B MR&Y(:&LH3YJ&`4TQCY5R>`/FU/YI/R"SBX'$=A=$=$9"'?W6_P`X,=CL)LKN M;=5--D>T/A;+60;Q%3GLULN&##=:]AXM":"00S9?%R@_<*XL?864_P#-Q[OV M7UY@JSK_`.,?26-ZYZZ^(WPM^1V9QF=[\W34YW);1^2>Z:;KZ?9>T7_N17'' M9;9V5J$-/69>HJ$K::!GDTO,BJIMU?S?_D_1;XS/QHZ\^+'77;'RSPW?G<_5 MD&&V[VUA]K=4;EV]T]M38^^:FHPVX.U,UUY60[KS.$WU%3M3--,:.2CFJO#/ M`0JI?/?S(/DQ7;B^1=#W7TW\>\]U]UU\H?AEU-@^JL9VSG<'V+UQ)W/3]?YR MNW#F=U;:BS>V^TVV?G=QQQE<744U'65<3:)#2#2YT>O^^NWOG-M'LW*IB.O> MKOCY557;>V.N=S[7[>W?@OE7UWV[TAN+(XJBR>[-ITN`I-L1I7U^%?)KCX_K]/]F' MD_V'NY#W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[W[WKA?R1O\`LMO^>=P1 M_P`YSQWY/_9\6_P!M[V/??O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O? MO?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O?O=.?\`*8M_I#_FV?\`C5OOR_\` MZ+GIKCW<9[][_]+?X]^]Z;VS?Y@'\OKXQ=V_S#>C?G/\<^SNY=P1?S1?D1WW MUU&/BE+W9L_`0Y>CV5@<#NS;>7R]--28W=/GVY4A9Z6-98H1&R3'791)3^;1 M_(&B:F>/^7SO2-J(;D^S9/Y<>"1Z3^^0D7=XIBN*#0?WK$K#):;??:CYM=_< M$_S5O^$^AI9Z$_RZMSFBJL3C=OU-'_PVUMS[:HP6%KH\GA\'/!_!_%+A\1D8 M$J*6F8&"GF57C56`/M^_X=__`)#/V64Q_P#LA78/V.U7,,67V]6;[ MIZ"7-QPYW'1?:35*/]VD#'Q2(X5E,+M#_A1[_+,V'M;;VRMG]5_,C`;6VKAZ M#`[?PU!\5-WQ4>,Q.+IHZ2BHX%_B!.F&",`EB68W+$L2?:B_Z":OY=__`#P7 MS3_])9W?_P#7#W[_`*":OY=_U_N%\U/_`$EG=_\`MO\`BX?7W[_H)J_EX?\` M/`_-3_TEC=_XM_UZ^L?\`SS?AM2_S M0MP?+^38GRW/4V4^%N)Z(IU'QLW:=S#?]%V])O*9'P@K"RX+^[[!A5^2YJ+Q M>.PUFP7_`*":OY=__/!?-3_TEC=__P!'_/!?-3_`-)8W?\`_7"_OW_0 M33_+P_YX+YJ?^DL[O_U_^=C_`$]]?]!-7\O#_G@OFI_Z2SN^W^W_`(A_A[]_ MT$U?R[[V_N%\U/\`TEG=_P#]"^:G]/^R6=W__`%P_Q]^_ MZ":OY=__`#P7S3X^O_.+.[__`*X>_?\`035_+O\`^>"^:G_I+&\/^(R'OW_0 M35_+P_YX'YJ?C_N5C>'Y^G_+P_Q]]_\`033_`"\/^>"^:G_I+.[_`/ZX>_?] M!-/\O#_G@?FIQ_X"QN__`.N'OK_H)J_EW\?[\+YJ<_\`@+.[_P#ZX?X>_?\` M035_+O\`^>"^:?\`Z2SN_P#^N/OW_035_+O_`.>"^:A_UOBQO#_ZX>_?]!-7 M\N_Z_P!POFI;_P`58WA_]"^:G_I+.[_Z7_YV'OW_`$$U M?R[S_P`P%\T__26=W_\`UP]]_P#033_+P/\`S`/S4_\`26-W_P"]_P`0]]?] M!-7\N_\`YX+YJ?\`I+.[_P#ZX?X>_?\`035_+P_YX+YJ?^DL[O\`]?Z_Q#W[ M_H)J_EX?\\%\U/\`TEG=Y_\`DA[]_P!!-7\N_P#YX+YJ?^DL;P_VW_%P^OOW M_035_+P_YX+YJ?\`I+&[_P#ZX?X^_?\`035_+P_YX+YJ?^DL[O\`_KA[]_T$ MU?R[_I_<+YI_^DL[O_\`KA]??O\`H)J_EW_\\%\U/_26=W__`%P]]_\`033_ M`"\/^>!^:G_I+&[S_P#)#W[_`*":?Y=__/!?-,?G_LEG=_T_\^'OW_033_+P M_P">!^:G_I+&[_\`ZX>^O^@FK^7?_P`\%\U/_26-W_\`UP]^/_"FK^7>/^8" M^:G^P^+&[S]/Z_[D/?O^@FK^7?\`\\%\U/\`TEC=_P#MO^+A]??O^@FK^7>? MIL+YJ'_RUC>'^/\`U<.?I[]_T$U?R[^?]^%\U./_``%G=_\`6W_.P]]_]!-/ M\N__`)X+YI_[#XL[P_/T_P"7A[Z_Z":?Y>'U_N%\U+?U_P!E8WA_]^O^@FG^7A_SP7S3_'_`'*SN_\`/_D0]B/_ M`"+^TL'WOMK^8GWOM'#;QPNR.Z/YC_