Contract
Exhibit 4.65
Dated: 8 October 2016
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Norwegian Shipbroker's Association's Memorandum of Agreementfor sale and purchase of ships. Adopted by The Baltic and international Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
Revised 1966, 1983 and 1986/87.
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AEGAN TRADERS INC, Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Majuro, Xxxxxxxx Islands hereinafter called the Sellers, have agreed to sell, and
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SYNERGASIA INVESTMENT CORPORATION, Trust Company Complex, Ajeltake Road, Ajeltake Island, MH 96960 Xxxxxx, Xxxxxxxx Islands hereinafter called the Buyers, have agreed to buy
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Name: M/V SORRENTO
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Classification Society/Class: NK
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Built: 2004
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By: Imabari Shipbuilding Co., Ltd. Marugame Headquarters
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Flag: Malta
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Place of Registration: Valletta, Malta
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Call sign: 9HOL9
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Grt/Nrt: 39,736/25,754
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hereinafter called the Vessel, on the following terms and conditions: ______________
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Definitions
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"Banking days" are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 as well as Malta, Germany, Greece, Cyprus, England and USA "In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax or other modern form of written communication.
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"Classification Society" or "Class" means the Society referred to in line 4.
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1.
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Purchase Price:
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US$ 6,700,000. – (United States Dollars Six Million Seven Hundred Thousand Only)
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2.
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Deposit
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As security for the correct fulfilment of this Agreement the Buyers import agent shall pay a deposit of
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3.
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Payment
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The
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4.
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Inspections
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a)*
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The Buyers have inspected and accepted both the Vessel and Vessel's Classification records. The Buyers have
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2016.
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*
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4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.
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5.
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Notices, time and place of delivery
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a)
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The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 25/20/15//10/7, approximate days notice of the expected time of delivery, and 3/2/1 definite days notice of the estimated time of arrival at the intended place of
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The Buyers shall take delivery of the Vessel within 3 (three) banking days (Saturdays/Sundays/holidays in England, Germany, U.S.A., Malta, China and Greece excluded) after the Sellers have tendered to the Buyers a Notice of Readiness for Delivery, the date of tendering such Notice being exclusive. The Notice of Readiness for Delivery shall be submitted by the Sellers to the Buyers (any business day, day and night) once the Vessel is ready for delivery. The Sellers shall not tender Notice of Readiness prior to completion of the underwater inspection unless Buyers have waived same.
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Sellers to keep Buyers closely informed of the port of delivery which in any case Sellers to do their best to declare such port not latest than 15 days prior delivery. However, Sellers to declare latest along with the 15 days notice at least the country of delivery.
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b)
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The Vessel shall be delivered
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Expected time of delivery: 1st November and 15th December 2016 in Sellers'option.
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Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15th December 2016 in Buyers' option.
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c)
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If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within
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If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
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force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready bythe original cancelling date.
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d)
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Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
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6.
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Drydocking/Divers Inspection
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b)**
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(i)
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Should any damage affecting class be found by class surveyor in under-water parts and class approves postmonment of repair of such damage until Vessel's next periodical drydock or survey, then the Sellers have the option to repair same to class's satisfaction or compensate Buyers in cash which shall be deducted from the purchase price at the time of closing.The cash compensation shall be based upon the average of 2 (two) reputable Chinese shipyards' quotation, one obtained by each party. It is understood by both parties that the amount of the monetary settlement is confined to direct repair cost only and does not include indirect cost such as dry-doc king fee,general expenses, deviation cost, off hire and other costs whatsoeve r and that such amount of the monetary settlement is deducted from the Purchase Price (for labour and material costs only) at the time of delivery.
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Should any damage affecting class be found by class surveyor in under-water parts and class requires immediate repairs of such damage in a dry-dock and Sellers arrange that the Vessel is dry-docked prior delivery, in which case cancelling date shall be extended by the corresponding number of days lost due to such repair including drydocking, waiting time for drydocking, deviation etc. but in any case limited to a maximum of 30 running days which shall be the new cancelling date, the Buyers have the right to clean and paint the underwater parts below the summer loadline at the Buyers' time, risk and account without interfering with the Sellers' or Vessel's class work and without affecting the smooth and timely delivery of the Vessel. But in any case, the Tailshaft shall not be drawn unless requested by the class surveyor and in any case has to be DryDocked.
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If, however, the Buyers' work in dry-dock is still in progress when the Sellers have completed their work, the Sellers have the right to tender the Notice of Readiness for Delivery whilst the Vessel is still in dry-dock and the Buyers are obliged to take delivery of the Vessel after such Notice of Readiness tendered as per Clause 5 above, whether the Vessel is in dry-dock or not. Any extra time and cost for the additional dry -docking incurred by reason of such Buyers' work shall be at the Buyers' risk ad account, however the undocking cost is always for the Sellers' account.
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The class shall be the sole arbitrator as to whether underwater damage, if any, affects Vessel's class.
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7.
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Spares/bunkers, etc.
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The Sellers shall deliver the Vessel to the Buyers with everything belonging to her at the time of inspection on board and on
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The Vessel does not have a spare anchor, or spare tail-end shaft, or a spare propeller.
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Excluded from this sale are personal effects of Master, Officers and Crew including slop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to authorities and hired or third party's items,which shall be taken ashore by the Sellers upon or before delivery of the Vessel.
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Notwithstanding the above, the following items to be excluded from the sale:
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a) Oxygen / Acetylene / Freon Gas Bottles
b) All Log Books for Deck, Engine and radio with Buyers' right to photocopy available logs onboard at their own expense, but the Xxxxxxx shall provide the scanning copy of same
c) All SPS, ISM and quality documentation and correspondance
d) Training video library, books
e) Crew/Officers library / walport videos
f) AIl Master's Slopchest / Bonded stores, all Master's and crew's personal belongings
g) Personal lap-top computers of crew
h) Personal cell phones of crew
i) Contents of Master's safe
j) Works of Art; Originals, copies, prints, statues
k) Certificates / documents to be returned to authorities (Need to have Vessels original certificate of Registry to be returned back to the authorities)
l) All leased rented, hired equipment .(Sellers confirmed no leased rented, hired equipment on board)
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Price to include everything belonging to the Vessel on board, including all navaids and wireless equipment.
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The Buyers shall take over the for remaining bunkers at the time of delivery and pay extra as per Singapore Platts prices 1 (one) day prior to Vessel's delivery. Also Buyers to pay extra for Vessel's all types of
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The quantities of the bunkers and the unused lubricating oils and greases remainig on board on delivery shall be agreed with a joint survey between the Buyers and the Sellers and their representatives not later than 2 (two) days prior to the delivery with an agreed allowance for
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consumption up to physical delivery.
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8.
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Documentation
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The place of closing: either at Marousi, Greece or at Sellers' Bank in London, England in Sellers' option, declarable latest along with the 15 days notice.
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The parties undertake to agree on the documents that each is to provide the other for closing and/or registration purposes, as soon as reasonably practicable and to include the agreed list of documents as an Addendum to this Agreement. However, agreement of such Addendum shall not delay signing of this Agreement, lifting of subjects and payment of Deposit as per Clause 2 herein above.
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As per custom practice,drafts/samples of the above documents to the extent available to be exchanged by fax/email at least 10 (ten) working days prior to closing for comments and verification , in order to ensure a smooth closing.
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At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
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9.
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Encumbrances
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The Sellers warrant that the Vessel
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10.
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Taxes, etc.
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Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag
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shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers' register shall be for the Sellers' account.
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11.
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Condition on delivery
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The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken
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All plans, drawings and instruction manuals (excludig ISM manuals) which are on board shall be delivered tothe Buyers' Master as they are upon delivery of the Vessel.
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All remaining plans, drawings and instruction manuals in the Sellers' possession shall be forwarded to the Buyers' main office after delivery. Forwarding charges, if any, shall be for the Buyers' account.
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Logbooks shall be retained by the Sellers. However, the Buyers have the right to take photocopies of the available logbooks onboard before delivery at the Buyers' cost.
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"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
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Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.
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12.
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Name / markings
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Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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13.
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Buyers' default
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Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
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14.
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Sellers' default
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Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
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15.
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Buyers' representatives
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After signing of the MOA and 15% deposit has been lodged into the Escrow Account
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have the right to place up to 2 (two) representatives on board strictly as observers for familiarization purposes only. Such representatives to board the Vessel at the Buyers' risk and account and shall always remain under the Master's command without interference with the Vessel's operation and her schedule. Indemnityletters from eac h of Buyers' representatives shall be provided to the Sellers before the said representatives boarding. Said Buyers' representatives to be allowed to use Vessel's communication equipment and said charges will be settled by Buyers representatives on board and to the Master directly, but before delivery. Also, Buyers representatives to pay a victualing daily rate of USD 10.- per representative.
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16.
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Arbitration
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This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. Arbitrators to be members of the London Maritime Arbitrators Association. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint
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17.
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P & C
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All details of these negotiations and any eventual sale shall be kept strictly private and confidential among all parties concerned, except where required by statutory or requirements for stock listed companies.
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18.
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On delivery the Sellers shall hand to Buyers a letter of undertaking stating that to the best of their knowledge the Vessel under present Ownership is not blacklisted by the Arab boycott league in Damascus, has not traded through any U.N. sanctioned countriesa that she has not been infested by Gypsy Moth.
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19.
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The Vessel shall be delivered with her cargo holds clean swept, and free of cargo. However, Sellers have the option to deliver the Vessel with her cargo holds as they are left by stevedores after completion of discharge of cargo on board by paying Buyers a lump-sum amount of USD 4,000 in lieu of cargo holds cleaning.
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20.
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This Sale / Purchase is subject to the Sellers' BOD approval which to be lifted within 5 (five) Banking Days from signing of this Agreement by both the Buyers and the Sellers.
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For the Sellers
/s/ Xxxxx Xxxxxx
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For the Buyers
/s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxx
Title: Attorney-in-fact
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Name: Xxxxx Xxxxxxxxxxx
Title: Attorney-in-fact |