Exhibit 10.1





 


May
18, 2021


 


Aries
I Acquisition Corporation


23
Lime Tree Bay, P.O. Box 1569 


Grand
Cayman, Cayman Islands KY-1110


 


	Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Aries I Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), and Wells Fargo Securities, LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of
the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described
in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form
S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “Commission”) and the Company has applied to have the Units listed on the Nasdaq Stock Market.
Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Aries Acquisition
Partners, Ltd. (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively,
the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The
                                         Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed
                                         Business Combination, then in connection with such proposed Business Combination, it,
                                         he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her
                                         in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares
                                         owned by it, him or her in connection with such shareholder approval. If the Company
                                         seeks to consummate a proposed Business Combination by engaging in a tender offer, the
                                         Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary
                                         Shares owned by it, him or her in connection therewith.



 


		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 24 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s shareholders in accordance with the Company’s
                                         amended and restated memorandum and articles of association (as it may be amended from
                                         time to time, the “Charter”), the Sponsor and each Insider
                                         shall take all reasonable steps to cause the Company to (i) cease all operations except
                                         for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
                                         ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as
                                         part of the Units in the Public Offering (the “Offering Shares”),
                                         at a per-share price, payable in cash, equal to the aggregate amount then on deposit
                                         in the Trust Account (as defined below), including interest earned on the funds held
                                         in the Trust Account (which interest shall be net of taxes payable and up to $100,000
                                         of interest to pay dissolution expenses), divided by the number of then outstanding Offering
                                         Shares, which redemption will completely extinguish all Public Shareholders’ (as
                                         defined below) rights as shareholders (including the right to receive further liquidating
                                         distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
                                         subject to the approval of the Company’s remaining shareholders and the Company’s
                                         board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)
                                         to the Company’s obligations under Cayman Islands law to provide for claims of
                                         creditors and in all cases subject to the other requirements of applicable law. The Sponsor
                                         and each Insider agrees to not propose any amendment to the Charter (A) to modify the
                                         substance or timing of the Company’s obligation to allow redemption in connection
                                         with our initial business combination or to redeem 100% of the Offering Shares if the
                                         Company does not complete a Business Combination within the required time period set
                                         forth in the Charter or (B) with respect to any other material provisions relating to
                                         shareholders’ rights or pre-initial Business Combination activity, unless the Company
                                         provides its Public Shareholders with the opportunity to redeem their Offering Shares
                                         upon approval of any such amendment at a per-share price, payable in cash, equal to the
                                         aggregate amount then on deposit in the Trust Account, including interest earned on the
                                         funds held in the Trust Account and not previously released to the Company to pay its
                                         taxes, divided by the number of then outstanding Offering Shares.






     


     


    


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares
held by it, him or her, if any, any redemption rights it, he or she may have in connection with (a) the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business
Combination, or (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if
the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) with respect to
any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or in the context
of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails
to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During
                                         the period commencing on the effective date of the Underwriting Agreement and ending
                                         180 days after such date, the Sponsor and each Insider shall not, without the prior written
                                         consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
                                         pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
                                         directly or indirectly, or establish or increase a put equivalent position or liquidate
                                         or decrease a call equivalent position within the meaning of Section 16 of the Securities
                                         Exchange Act of 1934, as amended (the “Exchange Act”), and
                                         the rules and regulations of the Commission promulgated thereunder, with respect to,
                                         any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants
                                         or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares
                                         owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
                                         to another, in whole or in part, any of the economic consequences of ownership of any
                                         Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any
                                         securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned
                                         by it, him or her, whether any such transaction is to be settled by delivery of such
                                         securities, in cash or otherwise, or (iii) publicly announce any intention to effect
                                         any transaction specified in clause (i) or (ii). Each of the Sponsor, directors and officers
                                         acknowledges and agrees that, prior to the effective date of any release or waiver, of
                                         the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall
                                         announce the impending release or waiver by press release through a major news service
                                         at least two business days before the effective date of the release or waiver. Any release
                                         or waiver granted shall only be effective two business days after the publication date
                                         of such press release. The provisions of this paragraph will not apply to any transfer
                                         permitted under paragraph 7(c) hereof or if the release or waiver is effected solely
                                         to permit a transfer not for consideration and the transferee has agreed in writing to
                                         be bound by the same terms described in this Letter Agreement to the extent and for the
                                         duration that such terms remain in effect at the time of the transfer.



 


		4.	In
                                         the event of the liquidation of the Trust Account upon the failure of the Company to
                                         consummate its initial Business Combination within the time period set forth in the Charter,
                                         the Sponsor (the “Indemnitor”) agrees to indemnify and hold
                                         harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred
in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may
become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii)
any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other
similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such
claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in
the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which
executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any
such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of
notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such
defense.







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		5.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 2,625,000 Units within 45 days from the date of the Prospectus (and
                                         as further described in the Prospectus), the Initial Shareholders agree to forfeit, at
                                         no cost, a number of Founder Shares, to be split pro rata between them based on the number
                                         of Founder Shares they hold upon the consummation of the Public Offering, equal to 656,250
                                         multiplied by a fraction, (i) the numerator of which is 2,625,000 minus the number of
                                         Units purchased by the Underwriters upon the exercise of their over-allotment option,
                                         and (ii) the denominator of which is 2,625,000. The forfeiture will be adjusted to the
                                         extent that the over-allotment option is not exercised in full by the Underwriters so
                                         that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued
                                         and outstanding Class A Ordinary Shares after the Public Offering (not including Class
                                         A Ordinary Shares underlying the Private Placement Warrants (as defined below)). The
                                         Initial Shareholders further agree that to the extent that the size of the Public Offering
                                         is increased or decreased, the Company will purchase or sell Units or effect a share
                                         repurchase or share capitalization, as applicable, immediately prior to the consummation
                                         of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders
                                         prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon
                                         the consummation of the Public Offering. In connection with such increase or decrease
                                         in the size of the Public Offering, then (A) the references to 2,625,000 in the numerator
                                         and denominator of the formula in the first sentence of this paragraph shall be changed
                                         to a number equal to 15% of the number of Public Shares included in the Units issued
                                         in the Public Offering and (B) the reference to 656,250 in the formula set forth in the
                                         first sentence of this paragraph shall be adjusted to such number of Founder Shares that
                                         the Initial Shareholders would have to surrender to the Company in order for the Initial
                                         Shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding
                                         Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares
                                         underlying the Warrants or Private Placement Warrants).



 


		6.	The
                                         Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and
                                         the Company would be irreparably injured in the event of a breach by such Sponsor or
                                         an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b)
                                         and 9 as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate
                                         remedy for such breach and (iii) the non- breaching party shall be entitled to injunctive
                                         relief, in addition to any other remedy that such party may have in law or in equity,
                                         in the event of such breach.



 


		7.	(a)
                                               The Sponsor and each Insider agrees that it, he or
                                         she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable upon
                                         conversion thereof) until the earlier of (A) one year after the completion of the Company’s
                                         initial Business Combination and (B) subsequent to the Business Combination, (x) if the
                                         closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted
                                         for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
                                         any 20 trading days within any 30-trading day period commencing at least 150 days after
                                         the Company’s initial Business Combination or (y) the date on which the Company
                                         completes a liquidation, merger, share exchange or other similar transaction that results
                                         in all of the Company’s Public Shareholders having the right to exchange their
                                         shares of Class A Ordinary Shares for cash, securities or other property (the “Founder
                                         Shares Lock-up Period”).







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			(b)          The
                                         Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement
                                         Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants),
                                         until 30 days after the completion of a Business Combination (the “Private
                                         Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
                                         Period, the “Lock-up Periods”).



 


	 	 	(c)         Notwithstanding
    the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class
    A Ordinary Shares underlying the Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted
    transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors,
    any affiliate, associate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor
    or to any members of the Sponsor or any of their affiliates or family members or to any employee of any such affiliate; (b)
    in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is
    such person or a member of such person’s immediate family, an affiliate of such person or to a charitable organization;
    (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case
    of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
    any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at
    prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the
    Cayman Islands or the Sponsor’s limited liability partnership agreement upon dissolution of the Sponsor; (g) in the
    event of the Company’s liquidation prior to the consummation of its initial business combination; (h) in the event that,
    subsequent to the Company’s consummation of an initial business combination, the Company completes a liquidation, merger,
    share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class
    A ordinary shares for cash, securities or other property.






 





		8.	The
                                         Sponsor and each Insider represents and warrants that it, he or she has never been suspended
                                         or expelled from membership in any securities or commodities exchange or association
                                         or had a securities or commodities license or registration denied, suspended or revoked.
                                         Each Insider’s biographical information furnished to the Company (including any
                                         such information included in the Prospectus) is true and accurate in all respects and
                                         does not omit any material information with respect to the Insider’s background.
                                         The Sponsor and each Insider’s questionnaire furnished to the Company is true and
                                         accurate in all respects. The Sponsor and each Insider represents and warrants that:
                                         it, he or she is not subject to or a respondent in any legal action for, any injunction,
                                         cease-and- desist order or order or stipulation to desist or refrain from any act or
                                         practice relating to the offering of securities in any jurisdiction; it, he or she has
                                         never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
                                         to any financial transaction or handling of funds of another person, or (iii) pertaining
                                         to any dealings in any securities and it, he or she is not currently a defendant in any
                                         such criminal proceeding.



 


		9.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, monies in respect of any
                                         repayment of a loan or other compensation prior to, or in connection with any services
                                         rendered in order to effectuate, the consummation of the Company’s initial Business
                                         Combination (regardless of the type of transaction that it is), other than the following,
                                         none of which will be made from the proceeds held in the Trust Account prior to the completion
                                         of the initial Business Combination: repayment of a loan and advances up to an aggregate
                                         of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain office
                                         space, utilities, secretarial and administrative support services as may be reasonably
                                         required by the Company for a total of $10,000 per month; reimbursement for any reasonable
                                         out-of-pocket expenses related to identifying, investigating, negotiating and completing
                                         an initial Business Combination, and repayment of loans, if any, and on such terms as
                                         to be determined by the Company from time to time, made by the Sponsor or an affiliate
                                         of the Sponsor or any of the Company’s officers or directors to finance transaction
                                         costs in connection with an intended initial Business Combination, provided, that, if
                                         the Company does not consummate an initial Business Combination, a portion of the working
                                         capital held outside the Trust Account may be used by the Company to repay such loaned
                                         amounts so long as no proceeds from the Trust Account are used for such repayment. Up
                                         to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per
                                         warrant at the option of the lender. Such warrants would be identical to the Private
                                         Placement Warrants, including as to exercise price, exercisability and exercise period.







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		10.	The
                                         Sponsor and each Insider has full right and power, without violating any agreement to
                                         which it is bound (including, without limitation, any non-competition or non-solicitation
                                         agreement with any employer or former employer), to enter into this Letter Agreement
                                         and, as applicable, to serve as an officer and/or director on the board of directors
                                         of the Company and hereby consents to being named in the Prospectus as an officer and/or
                                         director of the Company.



 


		11.	As
                                         used herein, (i) “Business Combination” shall mean a merger,
                                         share exchange, asset acquisition, share purchase, reorganization or similar business
                                         combination, involving the Company and one or more businesses; (ii) “Ordinary
                                         Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares,
                                         par value $0.0001 per share (the “Class B Ordinary Shares”);
                                         (iii) “Founder Shares” shall mean the 3,593,750 Class B Ordinary
                                         Shares issued and outstanding (up to 468,750 of which are subject to complete or partial
                                         forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
                                         Shareholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares; (v) “Private Placement Warrants” shall mean the 4,175,000
                                         warrants (or 4,456,250 warrants if the over-allotment option is exercised in full) that
                                         the Sponsor has agreed to purchase for an aggregate purchase price of $4,175,000 (or
                                         $4,456,250 if the over-allotment option is exercised in full), or $1.00 per warrant,
                                         in a private placement that shall occur simultaneously with the consummation of the Public
                                         Offering; (vi) “Public Shareholders” shall mean the holders
                                         of securities issued in the Public Offering; (vii) “Trust Account”
                                         shall mean the trust fund into which a portion of the net proceeds of the Public Offering
                                         and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer”
                                         shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                         pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
                                         of, directly or indirectly, or establishment or increase of a put equivalent position
                                         or liquidation with respect to or decrease of a call equivalent position within the meaning
                                         of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
                                         thereunder with respect to, any security, (b) entry into any swap or other arrangement
                                         that transfers to another, in whole or in part, any of the economic consequences of ownership
                                         of any security, whether any such transaction is to be settled by delivery of such securities,
                                         in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b).



 


		12.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This
                                         Letter Agreement constitutes the entire agreement and understanding of the parties hereto
                                         in respect of the subject matter hereof and supersedes all prior understandings, agreements,
                                         or representations by or among the parties hereto, written or oral, to the extent they
                                         relate in any way to the subject matter hereof or the transactions contemplated hereby.
                                         This Letter Agreement may not be changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of the other parties. Any
                                         purported assignment in violation of this paragraph shall be void and ineffectual and
                                         shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
                                         successors, heirs and assigns and permitted transferees.







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		15.	Nothing
                                         in this Letter Agreement shall be construed to confer upon, or give to, any person or
                                         corporation other than the parties hereto any right, remedy or claim under or by reason
                                         of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
                                         hereof. All covenants, conditions, stipulations, promises and agreements contained in
                                         this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This
                                         Letter Agreement may be executed in any number of original or facsimile counterparts
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 


		17.	This
                                         Letter Agreement shall be deemed severable, and the invalidity or unenforceability of
                                         any term or provision hereof shall not affect the validity or enforceability of this
                                         Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
                                         such invalid or unenforceable term or provision, the parties hereto intend that there
                                         shall be added as a part of this Letter Agreement a provision as similar in terms to
                                         such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
                                         claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
                                         be brought and enforced in the courts of New York City, in the State of New York, and
                                         irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
                                         be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
                                         that such courts represent an inconvenient forum.



 


		19.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Letter Agreement shall be in writing and shall be sent by express mail or similar
                                         private courier service, by certified mail (return receipt requested), by hand delivery
                                         or facsimile transmission.



 


		20.	This
                                         Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
                                         Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
                                         shall earlier terminate in the event that the Public Offering is not consummated and
                                         closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement
                                         shall survive such liquidation.



 


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	 	Sincerely,
	 	 	 
	 	ARIES ACQUISITION PARTNERS LTD.
	 	 
	 	By:	/s/ Thane
    Ritchie
	 	 	Name: Thane Ritchie
	 	 	Title: Manager



 










Acknowledged
and Agreed:


 





	ARIES I ACQUISITION CORPORATION	 
	 	 
	By:	/s/
    Randy Brinkley	 
	 	Name: Randy Brinkley	 
	 	Title: Chief Executive Officer	 


 


[Signature
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