LOAN AGREEMENT
Exhibit 10.64
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This LOAN AGREEMENT
(the “LOAN’” is made by
and between Ocean Thermal Energy Corporation, a Nevada corporation
(the “Company”,
“OTE” or “Borrower”) and __________________
(the
“Lender”). The
Borrower and the Lender are also referred to herein individually as
a “Party” and collectively as the
“Parties”.
WHEREAS, the
Company is borrowing up to $100 Thousand (one hundred thousand
dollars) in aggregate loans, with loans of $5,000 (five thousand
dollars) each and the Parties desire to set forth the terms and
conditions governing this investment.
FOR VALUE RECEIVED,
the Company hereby promises to pay to the order of the Lender the
principal sum equal to _____________________
($__________) in accordance with the terms and conditions of
this loan (the “Loan”) reflecting a loan made by
the Lender to the Company under this Loan, bearing simple interest
on outstanding principal at the rate of eight percent (8.0%) per
annum, computed on the basis of the actual number of days elapsed
in a year of 365 days, with all principal and all accrued but
unpaid interest due and payable in full, to the extent the
principal and accrued but unpaid interest are converted into shares
of the common stock of Ocean Thermal Energy Corporation (symbol:
CPWR) (the “Conversion
Shares”) pursuant to Section 1 of this
Loan.
The
following is a statement of the rights of Lender and the conditions
to which this Loan is subject, and to which Lender, by acceptance
of this Loan, agrees:
1.
Conversion.
a. Conversion Amount.
Each $5,000.00 Loan shall automatically convert into 250,000 shares
of Ocean Thermal Energy Corporation (“OTE”) Common
Stock either at the time the closing sale price for CPWR Common
Stock is equal to or greater than $1.00 per share, as adjusted for
stock splits, stock dividends, reclassification and the like,
OR at the maturity
date of January 2, 2022, whichever comes first.
000
Xxxxx Xxxxx Xxxxxx | Lancaster, Pennsylvania | 17603-5818 | United
States of America
Phone:
x0 000 000 0000 | Fax: x0 000 000 0000
Offices also in: US Virgin Islands
xxxxx@XXXxxxxxxxxxxx.xxx
| xxx.XXXxxxxxxxxxxx.xxx
b. Fractional Shares;
Effect of Conversion. No fractional shares shall be issued upon
conversion of this Loan. In lieu of issuing any fractional shares
to Lender upon the conversion of this Loan, the Company shall pay
to Lender an amount equal to the product obtained by multiplying
the Conversion Price by the fraction of a share not issued pursuant
to the previous sentence. Upon conversion of this Loan in full,
Borrower shall be forever released from all its obligations and
liabilities under this Loan.
2. No Right of
Prepayment. Borrower shall have no right of prepayment, or any
right to pay the balance of this Loan in cash, it being understood
that this Loan is automatically convertible at the Maturity Date
into the Conversion Shares.
3. Default. Any of
the following shall constitute an “Event of Default” under this
Loan:
a. Borrower shall (i)
apply for or consent to the appointment of, or the taking of
possession by, a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be
unable, or admit in writing its inability, to pay its debts
generally as they mature, (iii) cease operations of its business as
presently conducted, (iv) make a general assignment for the benefit
of its creditors, (v) be dissolved or liquidated, (vi) commence a
voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or
hereafter in effect or consent to any such relief or to the
appointment of or taking possession of its property by any official
in an involuntary case or other proceeding commenced against it,
(vii) be adjudicated bankrupt or insolvent, (viii) file a petition
seeking to take advantage of any other law providing for the relief
of debtors, or (ix) take any action for the purpose of effecting
any of the foregoing; or
b. The commencement of
proceedings for the appointment of a receiver, trustee, liquidator
or custodian of Borrower or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization or other relief with respect to
Borrower or the debts thereof under any bankruptcy, insolvency or
other similar law now or hereafter in effect shall be commenced and
an order for relief entered or such proceeding shall not be
dismissed or discharged within sixty (60) days of
commencement.
4. Notice of Events of
Default; Rights of Lender Upon Default. Borrowershall furnish to
Lender, promptly upon the occurrence thereof, written notice of the
occurrence of any Event of Default hereunder. Immediately upon the
occurrence or existence of any Event of Default and at any time
thereafter during the continuance of such Event of Default, unless
such Event of Default has been waived by Lender in writing, all
outstanding obligations payable by Borrower hereunder shall be
immediately due and payable without presentment, demand, protest,
notice of default, nonpayment or dishonor, or any other notice of
any kind, all of which are hereby expressly waived, anything
contained herein to the contrary notwithstanding. In addition to
the foregoing remedies, upon the occurrence or existence of any
Event of Default, unless such Event of Default has been waived by
Lender in writing, Lender may exercise any other right, power or
remedy permitted to it by law, either by suit in equity or by
action at law, or both.
5. Representations and
Warranties of Lender. Each of the representations and warranties of
Lender as set forth in this document are incorporated herein by
this reference as though fully restated herein.
6. Transfer;
Successors and Assigns. The terms and conditions of this Loan shall
inure tothe benefit of and be binding upon the respective
successors and assigns of the parties. Notwithstanding the
foregoing: (a) Lender may not assign, pledge, or otherwise transfer
this Loan without the prior written consent of the Company (other
than to trusts for estate planning purposes or other entities which
Investor holds a controlling interest in); and (b) the Company may
not assign, pledge or otherwise transfer this Loan. Subject to the
preceding sentence, this Loan may be transferred only upon
surrender of the original Loan for registration of transfer, duly
endorsed, or accompanied by a duly executed written instrument of
transfer in form satisfactory to the Company. Thereupon, a new loan
for the same principal amount and interest will be issued to, and
registered in the name of, the transferee.
7. Governing Law. This
Loan and all acts and transactions pursuant hereto and the rights
and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the State of Nevada,
without giving effect to principles of conflicts of
law.
8. Waiver. Borrower,
for itself and its successors, transfers and assigns, waives
presentment, dishonor, protest, notice of protest, demand for
payment and dishonor in nonpayment of this Loan, bringing of suit
or diligence of taking any action to collect any sums owing
hereunder or in proceeding against any of the rights and properties
securing payment hereunder.
9. Severability. If
any provision of this Loan or the application thereof to any
persons or entities or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Loan shall not be
deemed affected thereby and every provision of this Loan shall be
valid and enforceable to the fullest extent permitted
bylaw.
10. No Waiver. The
failure to exercise any rights herein shall not constitute a waiver
of the right to exercise the same or any other right at any
subsequent time in respect of the same event or any other
event.
11. Nonrecourse. In the
event that Borrower defaults on this Loan, Lender shall look solely
to Borrower for repayment and none of the shareholders, officers,
directors or affiliates of Borrower shall have any personal
liability for payment hereunder
12. Counterparts. This
Loan may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument. Facsimile executions of this Loan shall be deemed
original.
IN
WITNESS WHEREOF, Borrower has executed this Loan as of the date
first hereinabove written.
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Ocean Thermal
Energy Corporation
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By:
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Name:
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Xxxxxx
Xxxxxxx
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Its:
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Chief
Executive Officer
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By:
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Name:
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Long term Notes - 2019 / 2020, convertible - $5,000
increments
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Maturity - January 2, 2022
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Conversions per increment 250,000 Shares
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Date of
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Maturity
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Loan
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Note
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Date
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Payee
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Amount
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12/9/19
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1/2/22
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Xxxxxx Frakins
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5,000.00
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12/12/19
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1/2/22
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Xxx Xxxxx
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6,750.00
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12/10/19
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1/2/22
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Xxxx Xxxxx
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10,000.00
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12/16/19
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1/2/22
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Xxx Xxxxxx
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5,000.00
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12/9/19
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1/2/22
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Xxxxx Xxxx
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5,000.00
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12/9/19
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1/2/22
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Xxxxx Xxxxxxx
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5,000.00
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1/9/20
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1/2/22
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Xxxxxx Xxxxxxx
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5,000.00
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1/9/20
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1/2/22
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Xxxx Xxxxx
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10,000.00
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1/21/20
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1/2/22
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Xxxxxx X. Xxxxxxx
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5,000.00
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1/20/20
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1/2/22
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Xxxxxxx Xxxx
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5,000.00
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1/23/20
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1/2/22
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Xxxxxxxx Xxxxxxx
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5,000.00
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1/20/20
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1/2/22
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Xxxxx Xxxxxxx
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5,000.00
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1/23/20
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1/2/22
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Xxxxxx Xxxxxxxx
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5,000.00
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1/24/20
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1/2/22
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Xxxxx Xxxxx
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5,000.00
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1/22/20
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1/2/22
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Xxxx Xxxxx
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5,000.00
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1/24/20
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1/2/22
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Xxx Xxxxxxx
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5,000.00
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1/24/20
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1/2/22
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Xxxx Xxxxx
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10,000.00
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1/22/20
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1/2/22
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Xxxxxxx Xxxxx
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5,000.00
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1/27/20
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1/2/22
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Xxx Xxxxxx
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10,000.00
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1/23/20
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1/2/22
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Xxxxxxx Xxxx
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5,000.00
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1/20/20
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1/2/22
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Xx Xxxx
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5,000.00
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1/28/20
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1/2/22
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Xxxxx xxxx
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10,000.00
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1/23/20
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1/2/22
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Xxxxxxx Xxxxxxx
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5,000.00
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1/20/20
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1/2/22
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Xxxx Xxxx
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5,000.00
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1/20/20
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1/2/22
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Xxx Xxxxxx
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5,000.00
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1/23/20
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1/2/22
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Xxx Xxxx
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5,000.00
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1/27/20
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1/2/22
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Xxxxx Xxxx
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20,000.00
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1/22/20
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1/2/22
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Xxxxx Xxxxx
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5,000.00
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1/30/20
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1/2/22
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Xxxxxxx & Xxxx Xxxxxxxxx
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20,000.00
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1/24/20
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1/2/22
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Xxxxxxx Trust
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5,000.00
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1/29/20
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1/2/22
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Xxxx Xxxxxx Xxxx
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5,000.00
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1/23/20
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1/2/22
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Xxx White
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20,000.00
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1/30/20
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1/2/22
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Xxxx Xxxxxxx
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5,000.00
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1/27/20
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1/2/22
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Xxxxx Xxxxxx
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5,000.00
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2/7/20
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1/2/22
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Xxxxxxx Xxxxx
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2,500.00
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2/24/20
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1/2/22
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Xxx Xxxxx
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50,000.00
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2/17/20
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1/2/22
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Xxxx Xxxxx
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2,500.00
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Total
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296,750.00
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