Exhibit 10.15
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AT & T Capital Corporation Lease Agreement
TO OUR VALUED CUSTOMER: This lease has been written in "Plain English". When we
use the words you and your in this Lease, we mean you, our customer, which is
the Lessee indicated below. When we use the words we, as and our in this lease,
we mean the lessor, AT&T Capital Leasing Services, Inc. Our address is P. O. Xxx
0000, Xxxxxxxxxx, XX 00000.
CUSTOMER INFORMATION:
Lessee Name
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Synthonics Technologies, Inc.
Billing Street Address/City/County/State/Zip: Phone Number:
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31324 Via Colinas #106 000-000-0000
Xxxxxxxx Xxxxxxx, XX 00000
Approval Number: 003871854 Lease # _________________
Customer #0000000 Federal Tax ID#
SUPPLIER INFORMATION
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Supplier Name
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Xxxxxx & Associates ("SUPPLIER")
Street Address/City/State/Zip Supplier Phone
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0000 Xxxx Xxxxxx, #000, Xxxx Xxxxxx, XX 00000 805-579-0199
EQUIPMENT
DESCRIPTION Quantity Make Model Serial Number
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1 Pentium li 300 Mhz
With all Related Items and Accessories
END OF LEASE PURCHASE OPTION: Fair Market Value
TERM AND LEASE PAYMENT SCHEDULE
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Lease Term Lease Payment Additional Provisions
24 MONTHS $205.00*
You agree to pay us at the time you sign this lease:
A. Total Advance Lease payment: 1 (Months) = $205.91
B. Sales /use tax on Advance Lease Payment = $ 16.91
C. One - Time Documentation Fee = $100.00
D. Total A + B + C = $321.91
If more thin one lease payment is required in advance, the additional
amount will be applied at the end of the original term.
*Plus Applicable Taxes
INSURANCE & TAXES
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You are required to provide and maintain insurance related to the Equipment, and
to pay any property use or other taxes related to this lease or Equipment. (See
Sections 4 and 6 on this Lease). If you are tax-exempt, you agree to furnish us
with satisfactory evidence of your exemption.
Page 1 of 7
TERMS AND CONDITIONS
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BY SIGNING THIS LEASE: (i) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE
TERMS AND CONDITIONS OF THIS LEASE, (ii) YOU AGREE THAT THIS LEASE IS A NET
LEASE THAT YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION
TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE. AND YOU CANNOT WITHHOLD SET OFF OR
REDUCE SUCH PAYMENTS FOR ANY REASON, (iii) YOU WILL USE THE EQUIPMENT ONLY FOR
BUSINESS PURPOSES (iv) YOU WARRANT THAT THE PERSON SIGNING THIS LEASE FOR YOU
HAS THE AUTHORITY TO DO SO AND TO GRANT THE POWER OF ATTORNEY SET FORTH IN
SECTION I OF THIS LEASE (v) YOU CONFIRM THAT YOU DECIDED TO ENTER INTO THIS
LEASE RATHER THAN PURCHASE THE EQUIPMENT FOR THE TOTAL CASH PRICE AND (vi) YOU
AGREE THAT THIS LEASE WILL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS AND YOU CONSENT TO THE JURISDICTION OF ANY COURT LOCATED WITHIN
MASSACHUSETTS. YOU AND WE EXPRESSLY WAIVE ANY RIGHTS TO A TRIAL BY JURY.
YOU HEREBY AGREE THAT, NOTWITHSTANDING ANY RULE OF EVIDENCE TO THE CONTRARY, IN
ANY HEARING, TRIAL OR PROCEEDING OF ANY KIND WITH RESPECT TO THIS LEASE, WE MAY
PRODUCE A FACSIMILE COPY OF THIS LEASE RATHER THAN THE ORIGINAL COPY THEREOF AND
THAT SUCH FACSIMILE COPY SHALL BE DEEMED TO BE THE ORIGINAL OF SUCH LEASE. TO
THE EXTENT (IF ANY) THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM
COMMERCIAL CODE, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE
TRANSFER AND POSSESSION OF ANY COPY OR COUNTERPART HEREOF EXCEPT THE COPY
STAMPED IN RED "LESSOR'S ORIGINAL". YOU AGREE THAT (i) YOU HAVE HAD A SUFFICIENT
OPPORTUNITY TO READ AND REVIEW THE TERMS OF EACH PROVISION OF THIS LEASE AND
REVIEW THE SAME WITH YOUR COUNSEL IF YOU DEEM SUCH REVIEW NECESSARY, (ii) THAT
YOU UNDERSTAND Tilt TERMS OF THIS LEASE, (iii) THAT YOU HAVE RECEIVED EACH OF
THE SIX (6) PAGES OF THIS LEASE AND THAT SUCH PAGES ARE CLEAR AND LEGIBLE AND
(iv) THAT THIS LEASE IS COMPLETE AND THAT NONE OF THE PROVISIONS ARE MISSING OR
ILLEGIBLE. YOU ACKNOWLEDGE THAT WE ARE RELYING ON YOUR REPRESENTATION THAT THIS
LEASE IS COMPLETE AND LEGIBLE. TO THE EXTENT THAT ANY PROVISIONS ARE MISSING OR
ILLEGIBLE YOU AGREE TO BE BOUND BY THE TERMS OF OUR STANDARD FORM LEASE (FAXABLE
VERSION) IN USE AT THE TIME YOU ENTERED INTO THIS LEASE.
AT&T CAPITAL LEASING SERVICES, INC. SYNTHONICS TECHNOLOGIES INC
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LESSOR LESSEE
/s/ F.Xxxxxxx Xxxx
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Authorized Signature By: F. Xxxxxxx Xxxx, President
Authorized Signature
_______________________________ Date: 12/4/97
Print Name & Title Date
Page 2 of 7
DELIVERY AND ACCEPTANCE
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DELIVERY AND ACCEPTANCE CERTIFICATE
By signing below, you, the Lessee, agree:
A) That all equipment described in the lease identified below ("Equipment") has
been delivered, inspected, installed and is unconditionally and irrevocably
accepted by you as satisfactory for all purposes of the lease;
and
B) That we, AT&T Capital Leasing Services, Inc., are authorized to purchase the
Equipment and start billing you under the lease.
AFTER COMPLETING THIS CERTIFICATE PLEASE FAX IT TO LEASING SERVICES AT (800)
952-3256. YOU AGREE THAT WE MAY TREAT AND RELY UPON ANY FAX VERSION OF THIS
CERTIFICATE AS THE SIGNED ORIGINAL.
Lease Number: __________________ Customer Number: 0000000
Synthonics Technologies, Inc.
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Lessee Name
/s/ F.Xxxxxxx Xxxx
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Authorized Signature
By: F. Xxxxxxx Xxxx
Title: President & CEO Date: 12/4/97
Page 3 of 7
1. LEASE; DELIVERY AND ACCEPTANCE. You agree to lease the equipment described on
the first page of this lease agreement (collectively, "Equipment") on the terms
and conditions &hewn set forth in this lease ("Lease"). If you have entered into
any purchase or Supply contract ("Supply Contract') with any Supplier, you
assign to us your rights under such Supply Contract, but none of your
obligations (other than the obligation to pay for the Equipment if it is
accepted by you as stated below and you timely deliver to us such documents and
assurances as we request). If you have not entered into a Supply Contract, you
authorize us to enter into a Supply Contract on your behalf. You will arrange
for the delivery of the Equipment to you. When you receive the Equipment, you
agree to inspect it to determine if it is in good working order. This Lease will
begin on the date when the Equipment is delivered to you and the Equipment will
be deemed irrevocably accepted by you upon the earlier of a) the delivery to us
or a signed Delivery and Acceptance Certificate (if requested by us), or b) 10
days after delivery of the Equipment to you if previously you have not given
written notice to us of your non-acceptance. The first Least Payment is due on
or before the date the Equipment is delivered to you. The remaining Lease
Payments will be due on the day of each subsequent month lot such other time
period specified in this Lease) designated by us. You will make all payments
required under this Lease to us at such address as we may specify in writing.
You authorize us to adjust the Law Payment by not more (than 15% if the actual
Total Cash Price (which is all amounts we have paid in connection with the
purchase, delivery and installation of die Equipment, including tiny trade-up
and buy-out amounts) differs from the estimated Total Cash Price. If any Lease
Payment or other amount payable under this Lease is not paid within 10 days of
its due date, you will pay us a late charge not to exceed 7% of each late
payment (or such lesser rate as is the maximum rate allowable under applicable
law).
2. NO WARRANTIES. We are leasing the Equipment to you "AS-IS". YOU ACKNOWLEDGE
THAT WE DO NOT MANUFACTURE THE EQUIPMENT. WE DO NOT REPRESENT THE MANUFACTURER
OR THE SUPPLIER, AND YOU HAVE SELECTED THE EQUIPMENT AND SUPPLIER BASED UPON
YOUR OWN JUDGMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
YOU AGREE THAT REGARDLESS OF CAUSE. WE ARE NOT RESPONSIBLE FOR AND YOU WILL NOT
MAKE ANY CLAIM AGAINST US FOR ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT,
SPECIAL, OR INDIRECT. YOU AGREE THAT NEITHER SUPPLIER NOR ANY SALESPERSON,
EMPLOYEE OR AGENT OF SUPPLIER IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US
OR TO BIND US IN ANY WAY. We transfer to you for the term of this Lease any
warranties made by the manufacturer or Supplier under a Supply Contract.
3. EQUIPMENT LOCATION; USE AND REPAIR; RETURN. You will keep and use the
Equipment only at the Equipment Location shown on the first page of this Lease.
You may not move the Equipment without our pilot written consent. At your own
cost and expense, you will keep the Equipment eligible for any manufacturer's
certification and in compliance with all applicable laws and in good condition,
except for ordinary wear and tear. You will not make any alterations, additions
or replacements to the Equipment without our prior written consent. All
alterations, additions or replacements will become part of the Equipment and our
property at no cost or expense to us. We may inspect the Equipment at any
reasonable time. Unless you purchase the Equipment in accordance with this
Lease, at the end of this Lease you will immediately return the Equipment to us,
in as good condition as when you received it, except for ordinary wear and tear,
to any place in the United States that we tell you. You will pay all expenses of
deinstalling, crating and shipping, and you will insure the Equipment for its
full replacement value during shipping.
4. TAXES AND FEES. You will pay when due, either directly or to us upon our
demand, all taxes, fines and penalties relating to this Lease or the Equipment
that are now or in the future assessed or levied by any slate, local or
government authority. We will file all personal property tax use or other tax
returns (unless we notify you otherwise in writing) and you agree to pay us a he
for making such ratings. We do not have to contest any taxes, fines or
penalties. You will pay estimated property taxes with each Lease Payment or
annually, as invoiced.
5. LOSS OR DAMAGE. As between you and us, you are responsible for any loss,
theft, destruction of, or damage to, the Equipment (collectively "Loss") from
any cause at all, whether or riot insured, until it is delivered to us at the
end of this Lease. You are required to make all Lease Payments even if there is
a Loss. You must notify us in writing immediately of any Loss. Then, at our
option, you will either (a) repair the Equipment so that it is in good condition
and working order, eligible for any manufacturer's certification, or (b) pay us
die amounts specified in Section 9(b) below.*
Page 4 of 7
6. INSURANCE. You will provide and maintain A your own expense (a) property
insurance against the loss, theft, damage or destruction to the Equipment for
its full replacement value, naming us as lost payee, and (b) public liability
and third party property insurance, naming us as in additional insured. You will
give us certificates of other evidence of such insurance when requested. Such
insurance will be in a form, amount and with companies acceptable 10 us, and
will provide that we will be given 30 days advance notice of any cancellation or
material change of such insurance. If you do not give us evidence of insurance
acceptable to us, we have the right, but not the obligation to obtain insurance
covering our interest in the Equipment for the term of this Lease. Including any
renewal of extensions, from an insurer of our choice, including an insurer that
is our affiliate. We may add the costs of acquiring and maintaining such
insurance, and our fees for our services in placing and maintaining such
insurance (collectively, "Insurance Charge") to the amounts due from you under
this Lease. You will pay the insurance Charge in equal installments allocated to
the remaining Lease Payments. If we purchase insurance, you will cooperate with
our insurance agent with respect to the placement of insurance and the
processing of claims. Nothing in this Lease will create an insurance
relationship of any type between us and any other prison. You acknowledge that
we are not required to secure or maintain any insurance, and we will not be
liable to you if we terminate any insurance coverage that we arrange. If we
replace or renew any insurance coverage, we are not obligated to provide
replacement or renewal coverage under the same terms, costs, limits, or
conditions as the previous coverage.
7. TITLE; RECORDING. We true the owner of and will hold title to the Equipment.
You will keep the Equipment free of all liens and encumbrances. Unless the
Purchase Option price shown on the first page of this Lease is $1.00, you agree
that this transaction is a true lease. However, if this transaction is deemed to
be a lease intended for security, you grant us a purchase money security
interest in (he Equipment (including any replacement, substitutions, additions.
attachments and proceeds). You will deliver to us signed financing statements or
other documents we request to protect our interest in the Equipment. YOU
AUTHORIZE US TO FILE A COPY OF THIS LEASE AS A FINANCING STATEMENT AND APPOINT
US OR OUR DESIGNEE AS YOUR ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON YOUR BEHALF.
FINANCING STATEMENTS COVERING THE EQUIPMENT.
8. DEFAULT. Each of the following is a "Default" under this Lease; (a) you fail
to pay any Lease Payment or any other payment within 10 days of its due date (b)
you do not perform any of your other obligations under this Lease or in any
other agreement with us or with any of our affiliates and this failure continues
for 10 days after we have notified you of it, (c) you become insolvent, you
dissolve or are dissolved, or you assign your assets for the benefit of your
creditors. or enter (voluntarily or involuntarily) any bankruptcy or
reorganization proceeding; (d) any guarantor of this Lease dies, does nor
perform its obligations under the guaranty, or becomes subject to one of the
events listed in clause (c) above.
9. REMEDIES. If a Default occurs, we may do one or more of the following: (a) we
may cancel of terminate this Least or any or all other agreements that we have
entered into with you; (b) we may require you to immediately pay us, as
compensation for lots of our bargain and not as a penalty, a sum equal to (i)
the present value of all unpaid Lease Payments for the remainder of the term
plus the present value or our anticipated residual interest in the Equipment,
each discounted at 5% per year, compounded monthly, plus (ii) all other amounts
due or (hat become duo under this Lease; (c) we may require you to deliver the
Equipment to us as set forth in Section 3; (d) we or our agent may peacefully
repossess the Equipment without court order and you will not make any claims
against us for damages or trespass of any other reason; and (c) we may exercise
any other right or remedy available at law or in equity. You agree to pay all of
our costs of enforcing our rights against you, including reasonable attorneys'
fees. If we take possession of the Equipment, we agree to sell or otherwise
dispose of it with of without notice, T a public or private sale. and to apply
the net proceeds (after we have deducted all cost related to the sale or
disposition of the Equipment) to the amounts that you owe us. You agree that if
notice of sale is required by law to be given 10 days notice shall constitute
reasonable notice. You will remain responsible for any amounts that are due
after we have applied such net proceeds.
10. FINANCE LEASE STATUS. You agree that if Article 2A-Leases of the Uniform
Commercial Code applies in this Lease, this Lease will be considered a "finance
lease" as the term is defined in Article 2A. By signing this Lease, you agree
that either (a) you have reviewed, approved. and received. a copy of the Supply
Page 5 of 7
Contract at (b) that we have informed you of the identity of the Supplier, that
you may have rights under the Supply Contract, and that you may contact the
Supplier for a description of those rights. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A
LESSEE BY ARTICLE 2A.
11. ASSIGNMENT. YOU MAY NOT ASSIGN, SELL, TRANSFER OR SUBLEASE THE EQUIPMENT OR
YOUR INTEREST IN THIS LEASE. We may, without notifying you, sell. assign, or
transfer this Lease and our rights to the Equipment. You agree that the new
owner will have the same rights and benefits that we have now under this Lease
but not our obligations. The rights of the new owner will not be subject to any
claims, defenses or set-off that you may have against us. NO BROKER, AGENT OR
OTHER THIRD PARTY IS AUTHORIZED TO ASSIGN ANY OF OUR RIGHTS UNDER THIS LEASE.
ANY SUCH ASSIGNMENT MY BE EFFECTED SOLELY BY US.
12. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default has occurred and is
continuing under this Lease, you will have the option at the end of the original
or any renewal term to purchase all (but not less than all) or the Equipment At
the Purchase Option price shown on the first page of this Lease, plus any
applicable taxes. Unless the Purchase Option price is $1.00, you must give us at
least 30 days written notice before the end of the original term of this Lease
that you will purchase the Equipment or that you will return the Equipment to
us. If you do not give us such written notice or if you do not purchase or
deliver the Equipment in accordance with the terms and conditions of this Lease,
the Lease will automatically renew for an additional 12 - month term and
thereafter renew for successive one month terms unlit you deliver the Equipment
to us. During such renewal(s) the Lease Payment will remain the same. We may
cancel an automatic renewal term by sending you written notice 10 days prior to
such renewal term. If the Fair Market Value Purchase Option has been selected,
we will use out reasonable judgment to determine the Equipment's fair market
value. If you do not Agree with our determination of the Equipment's fair market
value, the fair market value (on a retail basis) will be determined at your
expense by an independent appraiser selected by us. Upon payment of the Purchase
Option price, we shall transfer our interest in the Equipment to you "AS IS,
WHERE IS" without any representation or warranty whatsoever And this Lease will
terminate.
13. INDEMNIFICATION. You we responsible for any losses, damages, penalties,
claims, suits and actions (collectively, "Claims"), whether based on a theory of
strict liability or otherwise caused by or related to (a) the manufacture,
installation, ownership, use, lease, possession, or delivery, of the Equipment
or (b) any defects of the Equipment. You agree to reimburse us for and if we
request. to defend us against any Claims.
14. CREDIT INFORMATION. YOU AUTHORIZE US OR ANY OF OUR AFFILIATES TO OBTAIN
CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES THAT WE DETERMINE ARE
NECESSARY. ON WRITTEN REQUEST. WE WILL INFORM YOU WHETHER WE 14AVE REQUESTED A
CONSUMER CREDIT REPORT AND THE NAME AND ADDRESS OF ANY CONSUMER CREDIT REPORTING
AGENCY THAT FURNISHED A REPORT. YOU ACKNOWLEDGE THAT WITHOUT FURTHER NOTICE WE
MAY USE OR REQUEST ADDITIONAL CREDIT BUREAU REPORTS TO UPDATE OUR INFORMATION 60
LONG AS YOUR OBLIGATIONS TO US ARE OUTSTANDING.
15. MISCELLANEOUS. You agree that the terms and conditions contained in this
Least make up the entire agreement between you and us regarding the lease of the
Equipment. This Lease is not binding on us until we sign it. Any change in any
of the terms and conditions of this Lease must be in writing and signed by us.
You agree. however, that we are authorized. without notice to you, to supply
missing information or correct obvious errors in this Lease. If we delay or fail
to enforce any of our rights under this Lease, we will still be able to enforce
those rights at a later time. All notices shall be given in writing by the party
sending the notice and shall be effective when deposited in the U.S. Mail.
addressed to the party receiving the notice at its address shown on the first
page of this Lease (or to any other address specified by that party in writing)
with postage prepaid. All of our rights and indemnities will survive the
termination of this Lease. It is the express intent of the parties, not to
violate any applicable usury laws or to exceed the maximum amount of time price
differential or interest as applicable, permitted to be charged or collected by
applicable law, and any such excess payment will be applied to Lease Payments in
inverse order of maturity, and any remaining excess will be refunded to you. If
you do not perform any of your obligations under this Lease, we have the right
but not the obligation, to take any action or pay any amounts that we believe we
necessary to protect our interests. You agree to reimburse us immediately upon
our demand for any such amounts that we pay. If more than one Lessee his signed
this Lease, each of you agree that your liability is joint and several.
Page 6 of 7
PERSONAL GUARANTY
THIS PERSONAL GUARANTY CREATES SPECIFIC LEGAL OBLIGATIONS. When we use the words
you and your in this Personal Guaranty, we mean the Personal Guarantor(s)
indicated below. When we use the words we, us and our in this Personal Guaranty,
we mean AT&T Capital Leasing Services, Inc.
In consideration of our entering into the lease agreement identified above
("Lease"), you unconditionally and irrevocably guarantee to us. our successors
and assigns the prompt payment and performance of all obligations of the
Customer Identified above ("Lessee") under the Lease. You agree that this is a
guaranty of payment and not of collection, and that we can proceed directly
against you without first proceeding against the Lessee or against the equipment
covered by the Lease. You waive all defenses and notices, including those of
protest, presentment and demand. You agree that we can renew. extend or
otherwise modify the terms or the Lease and you will be bound by such changes.
If the Lessee defaults under the Lease, you will immediately perform all
obligations of the Lessee under the Lease, including, but not limited to, paying
all amounts due under the Lease. You will pay to us all expenses (including
attorneys' fees) incurred by us in enforcing our rights against you or the
Lessee. This is a continuing guaranty which will not be discharged or affected
by your death and will bind your heirs and personal representatives. You waive
any rights to seek repayment from the Lessee9 until we have been paid in full
for all amounts owed by the Lessee under the Lease. If more than one personal
guarantor has signed this Personal Guaranty, each of you agree that your
liability is joint and several. You authorize us or any of our affiliates to
obtain credit bureau reports regarding your personal credit, and make other
credit inquiries that we determine are necessary.
THIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. YOU CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN MASSACHUSETTS. YOU EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY
JURY.
NOT APPLICABLE NOT APPLICABLE
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Personal Guarantor Personal Guarantor
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Print Name Print Name
Date: _________________________ Date: _______________________
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