UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 25, 2023
PROSPECTOR CAPITAL CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
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001-39845 |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
1250 Prospect Street, Suite 200 |
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La Jolla, California |
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92037 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (650) 396-7700
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbols |
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Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
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PRSRU |
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The Nasdaq Stock Market LLC |
Class A ordinary shares, par value
$0.0001 per share |
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PRSR |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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PRSRW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into A Material Definitive Agreement
Amendment to Business Combination Agreement
On September 25, 2023, Prospector Capital Corp., a Cayman Islands exempted
company (“Prospector”), LeddarTech Inc., a corporation existing under the
laws of Canada (“LeddarTech”), and LeddarTech Holdings Inc., a corporation
existing under the laws of Canada and a wholly owned subsidiary of LeddarTech (“Newco”),
executed the first amendment (the “Amendment”) to that certain Business Combination
Agreement, dated as of June 12, 2023 (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”),
among Prospector, LeddarTech and Newco, which:
| | |
| ● | clarifies
that Rollover Equity Awards shall be subject to the same terms and conditions, other than
vesting provisions, that applied to the corresponding Company M-Option immediately prior
to the Arrangement Effective Time, with each Rollover Equity Award vesting after a 6-month
period following the issuance thereof. |
| ● | clarifies
that for Canadian income tax purposes, the parties intend that the Share Exchange will occur
on a tax deferred basis for certain Canadian resident Company Shareholders who make a joint
tax election with Amalco under subsections 85(1) or (2) of the Tax Act. |
| ● | provides
that an Eligible Holder who receives Exchange Consideration shall be entitled to make joint
tax elections with Amalco under subsections 85(1) or (2) of the Tax Act or any equivalent
provincial legislation with respect to the Share Exchange, subject to and in accordance with
the Plan of Arrangement, and clarifies that Amalco will not be responsible for any taxes,
interest or penalties resulting from the failure by a former Company Common Shareholder to
properly complete or file the election forms in the form and manner within the time prescribed
by the Tax Act (or any applicable provincial legislation). |
| ● | redefines
“Option Pool” to mean five million (5,000,000) Surviving Company Common Shares
reserved for grant under the Surviving Company Equity Incentive Plan. |
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Amendment, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
All capitalized terms not defined herein shall have the respective meanings given to them in the BCA.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, Prospector, LeddarTech and Newco will prepare, and Newco (as predecessor to the Surviving
Company) will file with the SEC, the Registration Statement. Prospector, LeddarTech and Newco will prepare and file the Registration
Statement with the SEC and Prospector will mail the Registration Statement to its shareholders and file other documents regarding the
Business Combination with the SEC. This Form 8-K is not a substitute for any proxy statement, registration statement, proxy statement/prospectus
or other documents Prospector or Newco may file with the SEC in connection with the Business Combination. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS
TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY PROSPECTOR OR NEWCO WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the
Registration Statement and other documents filed with the SEC by Prospector or Newco through the website maintained by the SEC at www.sec.gov.
No Offer or Solicitation
This Form 8-K does not constitute an offer to sell or the solicitation
of an offer to buy any securities of Prospector or Newco, a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended (the “Securities Act”).
Participants in the Solicitation
Prospector, LeddarTech and Newco, and certain of their respective directors,
executive officers and employees, may be deemed to be participants in the solicitation of proxies in connection with the Business Combination.
Information about the directors and executive officers of Prospector can be found in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on March 31, 2023. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of proxies in connection with the Business Combination, including a description of
their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant
materials when they are filed with the SEC. These documents can be obtained free of charge from the source indicated above.
Caution Concerning Forward-Looking Statements
Certain statements contained in this Form 8-K may be considered forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section
21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Business Combination involving Prospector,
LeddarTech and Newco, and the ability to consummate the Business Combination. Forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”
“should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,”
“estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not
historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject
to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in
any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the Closing
of the Business Combination are not satisfied, including the failure to timely or at all obtain shareholder approval for the Business
Combination or the failure to timely or at all obtain any required regulatory clearances, including under the HSR Act or of the Superior
Court of Québec; (ii) uncertainties as to the timing of the consummation of the Business Combination and the ability of each of
Prospector, LeddarTech and Newco to consummate the Business Combination; (iii) the possibility that other anticipated benefits of the
Business Combination will not be realized, and the anticipated tax treatment of the Business Combination; (iv) the occurrence of any event
that could give rise to termination of the Business Combination; (v) the risk that shareholder litigation in connection with the Business
Combination or other settlements or investigations may affect the timing or occurrence of the Business Combination or result in significant
costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible
disruptions from the Business Combination that could harm LeddarTech’s business; (viii) the ability of LeddarTech to retain, attract
and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties
resulting from the announcement or completion of the Business Combination; (x) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Business Combination that could affect LeddarTech’s financial performance; (xi)
legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited
to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as
management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in Prospector’s
reports filed with the SEC, including Prospector’s Annual Report on Form 10-K, periodic Quarterly Reports on Form 10-Q, periodic
Current Reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exhaustive. Neither
Prospector nor LeddarTech can give any assurance that the conditions to the Business Combination will be satisfied. Except as required
by applicable law, neither Prospector nor LeddarTech undertakes any obligation to revise or update any forward-looking statement, or to
make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 28, 2023 |
PROSPECTOR CAPITAL CORP. |
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By: |
/s/ Derek Aberle |
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Name: |
Derek Aberle |
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Title: |
Chief Executive Officer |
3
Exhibit 2.1
AMENDMENT AGREEMENT
AMENDMENT No. 1 (this “Amendment”),
dated as of September 25, 2023, to the Business Combination Agreement (the “Agreement”), dated as of June 12, 2023,
made by and among Prospector Capital Corp., a Cayman Islands exempted company (“Prospector”), LeddarTech Inc., a corporation
existing under the laws of Canada (the “Company”), and LeddarTech Holdings Inc., a company incorporated under the laws
of Canada (“Newco”). Prospector, the Company and Newco shall be referred to herein from time to time collectively as
the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Agreement.
WITNESSETH:
WHEREAS, the Parties have entered
into the Agreement; and
WHEREAS, pursuant to and in
accordance with Section 8.3 of the Agreement, the Parties wish to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged,
the Parties agree as follows:
Section 1. Amendment to Section 2.4(b)
of the Agreement. The text of Section 2.4(b) of the Agreement is deleted in its entirety and replaced with the following:
notwithstanding section
4.10 of each of the Company Management Stock Option Plans, each Company M-Option outstanding immediately prior to the Arrangement Effective
Time shall be exchanged for an option to purchase a number of Surviving Company Common Shares equal to the number of Class M Shares subject
to such Company M-Option immediately prior to the Arrangement Effective Time multiplied by the Per Share Consideration (rounded down to
the nearest whole share) under the Surviving Company Equity Incentive Plan at an exercise price per share equal to the exercise price
per share of such Company M-Option immediately prior to the Arrangement Effective Time divided by the Per Share Consideration (rounded
up to the nearest whole cent) and the portion of the Surviving Company Earnout Special Shares to be allocated to each such Rollover Equity
Award upon exercise of such Rollover Equity Award pursuant to and in accordance with Section 2.7(a)(ii) and the Allocation Schedule. Each
such Rollover Equity Award shall be subject to the same terms and conditions (including applicable expiration and forfeiture provisions)
that applied to the corresponding Company M-Option immediately prior to the Arrangement Effective Time (provided that (i) each such Rollover
Equity Award shall vest after a 6-month period following the issuance thereof, and (ii) the rights set forth in section 4.10 of each of
the Company Management Stock Option Plans shall be extinguished together with any other rights similar to the rights set forth in section
4.10(y) of the Company Management Stock Option Plans enabling the request for payment of an amount in cash by the Company under the Company
Management Stock Option Plans), subject to the adjustments required by this Section 2.4(b) after giving effect to the Arrangement. Such
assumption and conversion shall occur in a manner intended to comply with the requirements of subsection 7(1.4) of the Tax Act.
Section 2. Amendment to Section 5.5(c)
of the Agreement. The text of Section 5.5(c) of the Agreement is deleted in its entirety and replaced with the following:
For Canadian income
tax purposes, the Parties intend that (i) the Share Exchange will occur on a tax deferred basis for certain Canadian resident Company
Shareholders who make a joint tax election with Amalco under subsections 85(1) or (2) of the Tax Act, and (ii) subsection 7(1.4)
of the Tax Act apply to the exchange of certain employee options as described in the Plan of Arrangement.
Section 3. Amendment to Section 5.5(d)
of the Agreement and Addition of Section 5.5(e). The text of Section 5.5(d) of the Agreement is moved to the novel Section 5.5(e)
of the Agreement, and such former Section 5.5(d) of the Agreement is replaced with the following:
Subject to the provisions
of the Plan of Arrangement, an Eligible Holder (as defined in the Plan of Arrangement) who receives Exchange Consideration shall be entitled,
in the manner and in accordance with any deadlines contemplated by the Plan of Arrangement, to make joint tax elections with Amalco under
subsections 85(1) or (2) of the Tax Act or any equivalent provincial legislation with respect to the Share Exchange, subject to and in
accordance with the Plan of Arrangement. Amalco will not be responsible for the proper completion of any election form and, except for
Amalco’s obligation to return duly completed and timely received election forms, Amalco will not be responsible for any taxes, interest
or penalties resulting from the failure by a former Company Common Shareholder to properly complete or file the election forms in the
form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation).
Section 4. Amendment
to Section 5.16 of the Agreement. The text of Section 5.16 of the Agreement is deleted in its entirety and replaced with the following:
Immediately prior
to Closing, the Company board of directors shall approve and adopt an equity incentive plan, in substantially the form attached hereto
as Exhibit E and with any changes or modifications thereto as the Company and Prospector may mutually agree (such agreement not
to be unreasonably withheld, conditioned or delayed by either the Company or Prospector, as applicable), which shall be adopted and assumed
by the Surviving Company (the “Surviving Company Equity Incentive Plan”) at the time of the Company Amalgamation, in
the manner prescribed under applicable Laws effective as of immediately following the Closing, reserving five million (5,000,000) Surviving
Company Common Shares for grant thereunder
(the “Option Pool”). The Surviving Company Equity Incentive Plan shall ensure that cancelled options are returned to
the Option Pool for reissuance should employees depart and surrender vested and/or unvested options or otherwise fail to exercise their
options before the exercise date.
Section 5. Addition to Section 1.1 of
the Plan of Arrangement. The following definition of “Eligible Holder” is added in Section 1.1 of the Plan of Arrangement:
“Eligible
Holder” means a Company Common Shareholder that is (a) a resident of Canada for purposes of the Tax Act and not exempt from
tax under Part I of the Tax Act, or (b) a partnership, any member of which is a resident of Canada for purposes of the Tax Act and not
exempt from tax under Part I of the Tax Act;
Section 6. Amendment to Section 3.1(k)(ii)
of the Plan of Arrangement. The text of Section 3.1(k)(ii) of the Plan of Arrangement is deleted in its entirety and replaced with
the following:
notwithstanding section
4.10 of each of the Company Management Stock Option Plans, each Company M-Option outstanding immediately prior to the Arrangement Effective
Time shall be exchanged for an option to purchase a number of Surviving Company Common Shares equal to the number of Class M Shares subject
to such Company M-Option immediately prior to the Arrangement Effective Time multiplied by the Per Share Consideration (rounded down to
the nearest whole share) under the Surviving Company Equity Incentive Plan at an exercise price per share equal to the exercise price
per share of such Company M-Option immediately prior to the Arrangement Effective Time divided by the Per Share Consideration (rounded
up to the nearest whole cent), and the portion of the Surviving Company Earnout Special Shares to be allocated to each such Rollover Equity
Award upon exercise of such Rollover Equity Award pursuant to and in accordance with Section 2.7(a)(iii) of the Business Combination Agreement
and the Allocation Schedule. Each such Rollover Equity Award shall be subject to the same terms and conditions (including applicable expiration
and forfeiture provisions) that applied to the corresponding Company M-Option immediately prior to the Arrangement Effective Time (provided
that (i) the options to purchase Surviving Company Common Shares shall vest after a 6-month period following the issuance thereof, and
(ii) the rights set forth in section 4.10 of each of the Company Management Stock Option Plans shall be extinguished together with any
other rights similar to the rights set forth in section 4.10(y) of the Company Management Stock Option Plans enabling the request for
payment of an amount in cash by the Company under the Company Management Stock Option Plans), subject to the adjustments required by this
Section 3.1(k)(i)(ii) after giving effect to the Arrangement;
Section 7. Addition of Section 3.2 in
the Plan of Arrangement. The following text is added as Section 3.2 of the Plan of Arrangement:
Each Company Common
Shareholder who is an Eligible Holder shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act, or
subsection 85(2) of the Tax Act if such Company Common Shareholder is a partnership (and in each case, where applicable, the analogous
provisions of provincial income tax law), with respect to the transfer of its Company Common Shares to Amalco and the receipt of the Amalco
Common Shares and Amalco Earnout Special Shares in respect thereof by: (A) notifying Amalco of its intention to make such an income tax
election by completing the Letter of Transmittal accordingly; and (B) providing two signed copies of the necessary prescribed election
form(s) to Amalco within 90 days following the Effective Date, duly completed with the details of the number of Company Common Shares
transferred and the applicable agreed amounts for the purposes of such elections. Thereafter, subject to the election forms being correct
and complete and complying with the provisions of the Tax Act (and applicable provincial income tax law), the forms will be signed by
Amalco and returned to such former Company Common Shareholder within 30 days after the receipt thereof by Amalco for filing with the Canada
Revenue Agency (or the applicable provincial taxing authority) by such former Company Common Shareholder. Amalco will not be responsible
for the proper completion of any election form and, except for Amalco’s obligation to return duly completed and timely received
election forms, Amalco will not be responsible for any taxes, interest or penalties resulting from the failure by a former Company Common
Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any
applicable provincial legislation).
Section 8. Assignment.
This Amendment may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other
Parties. Any attempted assignment of this Amendment not in accordance with the terms of this Section 8 shall be void.
Section 9. No Third
Party Beneficiary. This Amendment shall be binding upon and inure solely to the benefit of the Parties hereto and their permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit
or remedy of any nature whatsoever.
Section 10. Entire
Agreement. This Amendment constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof. Except as amended
by this Amendment, the Agreement shall continue in full force and effect.
Section 11. Construed
Together. The Agreement shall henceforth be read and construed in conjunction with this Amendment. References to the “Agreement”
in the Agreement or the “Business Combination Agreement” in any other document delivered in connection with, or pursuant to,
the Agreement, shall mean the Agreement as amended by this Amendment.
Section 12. Severability.
If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other
terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of
the transactions contemplated by this Amendment is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith
to modify this Amendment so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that
the transactions contemplated by this Amendment are consummated as originally contemplated to the greatest extent possible.
Section 13. Counterparts.
This Amendment may be executed and delivered (including by facsimile and electronic transmission) in one or more counterparts, and by
the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
Section 14. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts
executed in and to be performed in that State, except to the extent mandatorily governed by the laws of Canada, including the provisions
relating to the Arrangement and the Plan of Arrangement (except that the Cayman Islands Act shall also apply to the Prospector Continuance).
IN WITNESS WHEREOF, each of
the Parties have caused this Amendment to be executed by as of the date first written above by their respective officers thereunto duly
authorized.
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PROSPECTOR CAPITAL CORP. |
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By: |
/s/ Derek Kenneth Aberle |
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Name: |
Derek Kenneth Aberle |
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Title: |
Chief Executive Officer |
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LEDDARTECH INC. |
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By: |
/s/ Charles Boulanger |
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Name: |
Charles Boulanger |
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Title: |
Chief Executive Officer |
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LEDDARTECH HOLDINGS INC. |
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By: |
/s/ Charles Boulanger |
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Name: |
Charles Boulanger |
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Title: |
Chief Executive Officer |
6
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