|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
84-1691173
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
| | ||
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
| | ||
| | | |
Emerging growth company
☐
|
| | | |
| | |
Page
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| |||
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| | | | 10 | | | |
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| | | | 39 | | | |
| | | | 40 | | | |
| | | | II-1 | | | |
| | | | II-2 | | | |
| | | | II-5 | | |
| | |
Number of
Shares of Common Stock Owned Prior to Offering |
| |
Warrants
Owned Prior to Offering |
| |
Number of
Shares of Common Stock Being Offered |
| |
Number of
Warrants Being Offered |
| |
Shares of
Common Stock Owned After the Offered Shares of Common Stock are Sold |
| |
Warrants
Owned After the Offered Warrants are Sold |
| ||||||||||||||||||||||||||||||
Name of Selling Securityholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||
Entities affiliated with FMR
LLC(1) |
| | | | 6,450,000 | | | | | | — | | | | | | 6,450,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Corvex Management LP(2)
|
| | | | 5,250,000 | | | | | | — | | | | | | 5,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chimetech Holding Ltd(3)
|
| | | | 19,750,000 | | | | | | — | | | | | | 17,500,000 | | | | | | — | | | | | | 2,250,000 | | | | | | * | | | | | | — | | | | | | — | | |
Entities affiliated with BVF Inc.(4)
|
| | | | 1,500,000 | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Number of
Shares of Common Stock Owned Prior to Offering |
| |
Warrants
Owned Prior to Offering |
| |
Number of
Shares of Common Stock Being Offered |
| |
Number of
Warrants Being Offered |
| |
Shares of
Common Stock Owned After the Offered Shares of Common Stock are Sold |
| |
Warrants
Owned After the Offered Warrants are Sold |
| ||||||||||||||||||||||||||||||
Name of Selling Securityholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||
California Physicians’
Service d/b/a Blue Shield of California(5) |
| | | | 500,000 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with
Arboretum Group, LLC(6) |
| | | | 50,000 | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ziff Capital Healthcare Ventures-QHEQ, LLC(7)
|
| | | | 2,000,000 | | | | | | — | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
WuXi Biologics Healthcare
Venture(8) |
| | | | 3,000,000 | | | | | | — | | | | | | 3,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with T. Rowe Price Associates, Inc.(9)
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Naya 1740 Fund Limited(10)
|
| | | | 171,750 | | | | | | — | | | | | | 171,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Quantum Partners LP(11)
|
| | | | 188,750 | | | | | | — | | | | | | 188,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nayawood LP(12)
|
| | | | 271,000 | | | | | | — | | | | | | 271,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Naya Master Fund LP(13)
|
| | | | 1,390,000 | | | | | | — | | | | | | 1,390,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Naya Coldwater Master Fund Limited(14)
|
| | | | 478,500 | | | | | | — | | | | | | 478,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with
Franklin Advisors, Inc.(15) |
| | | | 2,000,000 | | | | | | — | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Bain Capital,
LP(16) |
| | | | 2,000,000 | | | | | | — | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
ALJ Health Care & Life Sciences Direct Investment Company Limited(17)
|
| | | | 3,000,000 | | | | | | — | | | | | | 3,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
TBC 222 LLC(18)
|
| | | | 300,000 | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Rock Springs Capital Master Fund LP(19)
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Avidity Partners Management (GP) LLC(20)
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Intermountain Ventures Fund, LLC(21)
|
| | | | 200,000 | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Invus Public Equities, L.P.(22)
|
| | | | 4,000,000 | | | | | | — | | | | | | 4,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
LYFE Capital Fund III (Phoenix), L.P.(23)
|
| | | | 750,000 | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with ARCH Venture Partners.(24)
|
| | | | 36,335,375 | | | | | | — | | | | | | 36,335,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Number of
Shares of Common Stock Owned Prior to Offering |
| |
Warrants
Owned Prior to Offering |
| |
Number of
Shares of Common Stock Being Offered |
| |
Number of
Warrants Being Offered |
| |
Shares of
Common Stock Owned After the Offered Shares of Common Stock are Sold |
| |
Warrants
Owned After the Offered Warrants are Sold |
| ||||||||||||||||||||||||||||||
Name of Selling Securityholder
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||
Entities affiliated with GV 2019, L.P.(25)
|
| | | | 47,252,687 | | | | | | — | | | | | | 47,252,687 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with
Andreessen Horowitz(26) |
| | | | 53,064,157 | | | | | | — | | | | | | 53,064,157 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Napean Trading and Investment Company (Singapore) Private Limited(27)
|
| | | | 1,500,000 | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
MMF LT, LLC(28)
|
| | | | 500,000 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Soros Capital LP(29)
|
| | | | 1,334,316 | | | | | | 373,356 | | | | | | 750,000 | | | | | | — | | | | | | 584,316 | | | | | | * | | | | | | 373,356 | | | | | | * | | |
President and Fellows of Harvard College(30)
|
| | | | 750,000 | | | | | | — | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
SB Northstar LP(31)
|
| | | | 43,976,000 | | | | | | 800,000 | | | | | | 41,250,000 | | | | | | — | | | | | | 2,726,000 | | | | | | * | | | | | | 800,000 | | | | | | * | | |
Boxer Capital, LLC(32)
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Verily Life Sciences LLC(33)
|
| | | | 300,000 | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Driehaus Capital Management LLC(34)
|
| | | | 1,510,000 | | | | | | 115,000 | | | | | | 750,000 | | | | | | — | | | | | | 760,000 | | | | | | * | | | | | | 115,000 | | | | | | * | | |
Thomas Jefferson University(35)
|
| | | | 50,000 | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Mubadala Investment Company PJSC(36)
|
| | | | 7,500,000 | | | | | | — | | | | | | 7,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Nextech Invest Ltd(37)
|
| | | | 650,000 | | | | | | — | | | | | | 650,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Entities affiliated with Kaiser Permanente Group Trust(38)
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eli Casdin(39)
|
| | | | 56,297,042 | | | | | | 8,110,001 | | | | | | 56,297,042 | | | | | | 8,110,001 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alexis Borisy(40)
|
| | | | 21,004,499 | | | | | | — | | | | | | 21,004,499 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Melanie Nallicheri(41)
|
| | | | 11,411,392 | | | | | | — | | | | | | 11,411,392 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jami Rubin(42)
|
| | | | 2,194,500 | | | | | | — | | | | | | 2,194,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric Hedrick(43)
|
| | | | 752,399 | | | | | | — | | | | | | 752,399 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sandra Horning(44)
|
| | | | 783,750 | | | | | | — | | | | | | 783,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Clive Meanwell(45)
|
| | | | 313,500 | | | | | | — | | | | | | 313,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Paul Berns(46)
|
| | | | 627,000 | | | | | | — | | | | | | 627,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amy Abernethy(47)
|
| | | | 200,000 | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christian Henry(48)
|
| | | | 191,666 | | | | | | 166,666 | | | | | | 191,666 | | | | | | 166,666 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kwame Owusu-Kesse(49)
|
| | | | 108,334 | | | | | | 83,334 | | | | | | 108,334 | | | | | | 83,334 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chad Robins(50)
|
| | | | 191,666 | | | | | | 166,666 | | | | | | 191,666 | | | | | | 166,666 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Harlan Robins(51)
|
| | | | 191,666 | | | | | | 166,666 | | | | | | 191,666 | | | | | | 166,666 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
CMLS Holdings III LLC(52)
|
| | | | 16,769,373 | | | | | | 8,110,001 | | | | | | 16,769,373 | | | | | | 8,110,001 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 31,628 | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | $ | * | | |
Miscellaneous
|
| | | | * | | |
Total
|
| | | $ | * | | |
|
Exhibit
|
| |
Description
|
|
| 2.1† | | | | |
| 3.1 | | | | |
| 3.2 | | | | |
| 4.1 | | | | |
| 4.2 | | | | |
|
5.1**
|
| | | |
| 10.1 | | | | |
| 10.2 | | | |
|
Exhibit
|
| |
Description
|
|
| 10.3 | | | | |
| 10.4 | | | | |
|
23.1**
|
| | | |
| 23.2 | | | | |
| 24.1 | | | | |
| 107** | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Melanie Nallicheri
Melanie Nallicheri
|
| |
President, Chief Executive Officer, and Director
(Principal Executive Officer) |
| |
February 23, 2023
|
|
|
/s/ Jami Rubin
Jami Rubin
|
| |
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| |
February 23, 2023
|
|
|
/s/ Alexis Borisy
Alexis Borisy
|
| |
Chairman of the Board
|
| |
February 23, 2023
|
|
|
/s/ Amy Abernethy
Amy Abernethy
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Paul Berns
Paul Berns
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Jorge Conde
Jorge Conde
|
| |
Director
|
| |
February 23, 2023
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Kathryn Giusti
Kathryn Giusti
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Sandra Horning
Sandra Horning
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Clive Meanwell
Clive Meanwell
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Samuel Merksamer
Samuel Merksamer
|
| |
Director
|
| |
February 23, 2023
|
|
|
/s/ Krishna Yeshwant
Krishna Yeshwant
|
| |
Director
|
| |
February 23, 2023
|
|
Exhibit 5.1
Goodwin Procter LLP 100 Northern Avenue | |
February 23, 2023 |
EQRx, Inc.
50 Hampshire Street
Cambridge, Massachusetts 02139
Re: Securities Being Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by EQRx, Inc., a Delaware corporation (the “Company”), of (a) the offer and sale from time to time by the selling securityholders listed in the Registration Statement under “Selling Securityholders” (the “Selling Securityholders”) of up to 340,919,633 shares (the “Selling Securityholder Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of the Company, (b) the offer and sale from time to time by the Selling Securityholders of warrants (the “Resale Warrants”) to purchase 8,693,333 shares of Common Stock and (c) the issuance by the Company of 19,733,333 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of Resale Warrants and certain other warrants of the Company (together with the Resale Warrants, the “Warrants”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth in numbered paragraph 3, we have assumed that before the Warrant Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Warrant Shares.
The opinions set forth below are limited to the Delaware General Corporation Law and, with regard to numbered paragraph 2 below, New York law.
Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:
1. The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and nonassessable.
2. The Resale Warrants constitute valid and binding obligations of the Company.
EQRx, Inc.
February 23, 2023
Page 2
3. The Warrant Shares, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will have been duly authorized and validly issued and will be fully paid and nonassessable.
The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, | |
/s/ Goodwin Procter LLP | |
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of EQRx, Inc. for the registration of shares of its common stock and warrants to purchase common stock and to the incorporation by reference therein of our reports dated February 23, 2023, with respect to the consolidated financial statements of EQRx, Inc., and the effectiveness of internal control over financial reporting of EQRx, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 23, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
EQRx, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum
Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | Carry Forward Form Type | Carry
Forward File Number | Carry Forward Initial Effective Date | Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common stock, par value $0.0001 per share | 457(c) | 131,652,219 | (2) | $ | 2.18 | (3) | $ | 287,001,837.42 | 0.0001102 | $ | 31,627.60 | |||||||||||||||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Total Offering Amounts | $ | 287,001,837.42 | $ | 31,627.60 | ||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 31,627.60 |
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount
of Securities Previously Registered |
Maximum
Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial
Effective Date | ||||||||||
Equity | Common stock, par value $0.0001 per share(4) | 220,307,414 | (6) | $ | 1,923,283,724 | S-1 | 333-261786 | December 23, 2021 | ||||||||
Other | Warrants to purchase common stock(5) | 8,693,333 | (6) | $ | — | (7) | S-1 | 333-261786 | December 23, 2021 |
(1) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
(2) | Consists of 131,652,219 additional shares of Common Stock registered for resale by the selling securityholders named in this registration statement. |
(3) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $2.18, which is the average of the high and low prices of the Common Stock on February 22, 2023 on The Nasdaq Global Market. |
(4) | No registration fee is payable in connection with the 220,307,414 shares of common stock (including common stock underlying warrants) and 8,693,333 warrants that were previously registered under Form S–1 (File No. 333-261786), originally filed with the SEC on December 21, 2021 and subsequently declared effective (the “Prior Registration Statement,” as amended and/or supplemented), because such shares and warrants are being transferred from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. See “Statement Pursuant to Rule 429” in this registration statement. |
(5) | No registration fee is payable in connection with the 19,733,333 shares of common stock (including shares underlying warrants), the 8,693,333 warrants and the additional 209,267,414 shares of common stock that were previously registered by the registrant on a registration statement on Form S-1 (File No. 333-261786), originally filed with the SEC on December 21, 2021 and subsequently declared effective (the “Prior Registration Statement,” as amended and/or supplemented), because such shares and warrants are being transferred from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. See “Statement Pursuant to Rule 429” in this registration statement. |
(6) | 220,307,414 shares of common stock (including shares of common stock underlying warrants) and 8,693,333 warrants registered under the Prior Registration Statement are included in this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder. |
(7) | Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying ordinary shares. |
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