**Exhibit 10.31**

 

**CERTAINPORTIONS OF THIS EXHIBIT HAVE BEEN AFFORDED CONFIDENTIAL TREATMENT UNDER RULE24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEENFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.**

 

**DEVELOPMENT, SUPPLY AND SUBCONTRACTINGAGREEMENT**

 

This Development, Supply andSubcontracting Agreement (the “Agreement”), dated as of May 30, 2001, is by andbetween American Bank Note Holographics, Inc., a Delaware corporation (“ABNH”),with its principal place of business at 399 Executive Boulevard, Elmsford, NY10523, and CFC International, Inc., a Delaware corporation (“CFC”), with itsprincipal place of business at 500 State Street, Chicago Heights, IL 60411.Each of ABNH and CFC is sometimes referred to herein individually as a “Party”and collectively as the “Parties.”

 

**RECITALS**

 

WHEREAS, CFC currentlymanufactures coatings and holographic products and with the assistance of ABNH,has been formulating certain new foil products and coatings for the use of ABNHfor (i) holomagnetic stripes, which are collectively referred to herein as “HolomagFoils” (Holomag® is a registered trademark of ABNH);

 

WHEREAS, ABNH is a manufacturerof security holograms, and embosses holograms onto hot stamp foil;

 

WHEREAS, ABNH has been providingand wishes to continue to provide to CFC certain proprietary information andmaterials of ABNH concerning holography, ABNH’s foil and coating requirements,the requirements of ABNH’s customers, and other information consistent with theintent of this Agreement (“ABNH Proprietary Information”); and

 

WHEREAS, ABNH wishes to purchasefrom CFC, and CFC wishes to sell to ABNH, the Holomag Foils, and anyimprovements thereon that result from information supplied by ABNH or that weredeveloped on behalf of ABNH, and certain subcontracting services including newfoil formulations, embossing, coating and applications thereof, and anyimprovements thereon that result from information supplied by ABNH or that weredeveloped on behalf of ABNH (the “Services”), subject to the price,specifications, customer and authorizing authorities requirements, schedulingand payment terms (“Terms”) set forth on Schedules A and B attachedhereto.

 

NOW, THEREFORE, the partiescovenant and agree as follows:

 

# 1.             Obligationsof ABNH.

#  

## (a)           ABNHagrees to use reasonable efforts to assist CFC in the development of HolomagFoils for projects identified by ABNH. Such efforts may include consultationswith CFC technical personnel regarding the characteristics of the Holomag Foilsrequired by ABNH and its customers, trials, testing and feedback to CFC.

##  

## (b)           ABNHagrees to submit to CFC Purchase Orders specifying the amount and type ofHolomag Foils it wishes to purchase from CFC, if any, in accordance with theTerms on a 

 

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## periodic basis,assuming the Holomag Foils have been accepted for use by ABNH and itscustomers.

##  

## (c)           ABNHagrees to remit payment to CFC within 30 days from date of receipt of a validinvoice.

##  

## (d)           It is theintent for CFC to supply substantially all of ABNH’s HoloMag foil needsassuming, in ABNH’s sole discretion, CFC meets ABNH’s and its customers’requirements of quality, service, security and delivery.

##  

# 2.             Obligationsof CFC.

#  

## (a)           CFC agreesto use reasonable efforts to develop and modify the Holomag Foils in accordancewith the specifications provided by ABNH from time to time. CFC will retainownership of all such technology developments and ABNH will retain ownership ofits intellectual property and other Proprietary Information.

##  

## (b)           CFC agreesthat the Holomag Foils are being developed and sold for the exclusive use ofABNH. CFC shall not during the term of this Agreement and for a period of two(2) years after termination sell or offer to sell the Holomag Foils or anyproducts incorporating the Holomag Foils to any third party without the priorwritten consent of ABNH. CFC will not, at any time, solicit business from *, *,*, * or *. With the prior written approval of ABNH, which shall not beunreasonably withheld, CFC may sell HoloMag to other issuers of credit cards onbehalf of ABNH. In this event, ABNH will still buy HoloMag foils from CFC andABNH will set the price and resell to the customer, but the price will be [*]the price set forth on Schedule B hereof. CFC agrees to supply the HolomagFoils to ABNH in accordance with the Terms and Purchase Orders submitted byABNH.

##  

## (c)           CFC agreesthat during the term of this Agreement, and for a period of two (2) years aftertermination, it shall not solicit any client or customer of ABNH whose businessrequirements become known to CFC as a result of this Agreement.

##  

# 3.             Termand Termination.

#  

## (a)           The termof this Agreement shall be for five (5) years and shall automatically renew forsuccessive terms of five (5) years unless either Party provides the other Partynot less than twelve (12) months notice of non-renewal thereof (the “Term”).

##  

## (b)           ThisAgreement may be terminated in the event of a commencement of a voluntary orinvoluntary bankruptcy proceeding by or against either Party under the UnitedStates Bankruptcy Code or any successor statute; which proceedings are notdismissed with prejudice within sixty (60) days after their institution; orupon the assignment of a substantial part of either Party’s assets for thebenefit of its creditors; or in the event any substantial part of either Party’sassets or inventory become subject to levy, seizure, assignment, garnishment or

 

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*Confidential

 

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## sale for or by any creditor or governmental agency,unless released, satisfied or otherwise resolved within thirty (30) days.

##  

## (c)           In theevent of material breach of any provision of this Agreement, and specificallynon-payment of invoices not being disputed in good faith, or any Purchase Ordersubmitted in accordance with this Agreement, (a “Default”) the defaulting Partyshall have thirty (30) days after receipt of written notice thereof by thenon-defaulting Party within which to cure such default. In the event suchbreach has not been cured within such period of time, the non-defaulting Partymay upon notice to the defaulting Party terminate this Agreement.

##  

## (d)           The rightto terminate this Agreement granted hereby shall not prejudice any other rightor remedy of either Party in respect of the Default concerned or any otherDefault.

##  

# 4.             Representationsand Warranties of CFC.

#  

CFC hereby represents andwarrants to ABNH as follows:

 

## (a)           that ithas all requisite corporate power and authority to execute and deliver thisAgreement and to perform fully its obligations hereunder. The execution anddelivery by CFC of this Agreement and the performance by CFC of its obligationshereunder have been duly and validly authorized by all necessary corporateaction on the part of CFC. This Agreement has been duly executed by CFC, andthis Agreement is a legal, valid and binding obligation of CFC enforceableagainst it in accordance with its terms (except as the enforceability thereofmay be limited by any applicable bankruptcy, insolvency or other laws affectingcreditors’ rights generally or by general principles of equity, regardless ofwhether such enforceability is considered in equity or at law).

##  

## (b)           that theHolomag Foils will be manufactured by CFC in accordance with specifications setforth on Schedule A, as such Schedule A may be amended from timeto time by mutual agreement of the parties. CFC agrees to replace at its ownexpense any HoloMag Foils that are supplied to ABNH which are not inconformance with the specifications set forth on Schedule A.

##  

## (c)           that theHolomag Foils will not be manufactured or sold or priced in violation of anyfederal, state or local law and that CFC has complied with and will continue tocomply with all laws and conform to all requirements of each applicable governmentalauthority with respect to the supply of the ordered Holomag Foils, includingthose concerning the packaging, storage, shipment and exportation of all or anypart thereof, and will ensure that no chemical substance delivered to ABNH ison the list of prohibited substances described in any applicable environmentallaws. CFC will obtain all federal, provincial, state, municipal and other governmentor regulatory licenses, permits or other documents or permissions that arerequired and that are incidental to the sale or shipment of the orderedmaterials or items to ABNH.

##  

## (d)           that theHolomag Foils, as manufactured in accordance with the specifications set forthon Schedule A, are fit for use as holographic magnetic foils to be usedfor the applications contemplated by this Agreement as long as the foils areapplied in accordance with CFC’s technical specifications.

 

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# that CFC will own, or will have the full right to useall intellectual property rights and technology which will be used or practicedin order for CFC to manufacture and sell the Holomag Foils in connection withthe transactions contemplated hereby and that the manufacture, sale and use ofthe Holomag Foils as contemplated hereby shall in no way infringe upon theintellectual property rights of any third party. ABNH has authority to grantCFC the right to manufacture Holomag Foils on behalf of ABNH in accordance withthis Agreement.

#  

# 5.             Representationsand Warranties of ABNH.

#  

## (a)           ABNH hasall requisite corporate power and authority to execute and deliver thisAgreement and to perform fully its obligations hereunder. The execution anddelivery by ABNH of this Agreement and the performance by ABNH of itsobligations hereunder have been duly and validly authorized by all necessarycorporate action on the part of ABNH. This Agreement has been duly executed byABNH, and this Agreement is a legal, valid and binding obligation of ABNHenforceable against it in accordance with its terms.

##  

## (b)           ABNH has complied with, and will continue,during the performance of its obligations hereunder, to comply with, all lawsand conform to all requirements of each applicable governmental authority withrespect to the Holomag Foils, payment therefor and importation thereof.

##  

# 6.             Confidentiality.

#  

In connection with thisagreement, both parties will be supplying the other party with proprietaryinformation relating to their business operations and the development of theHolomag Foils (“Information”). Both Parties agree that any Information shall bemaintained in strict confidence. Both Parties agree that it will disclose theInformation only to those of its officers, agents and employees who are subjectto an agreement which provides similar restrictions on disclosure as areprovided herein and who are directly concerned with the use of the Informationfor the purposes specified herein, and that it will take all necessary andreasonable precautions to prevent such Information from being disclosed to anyunauthorized person. Each Party shall not have any obligation ofconfidentiality with respect to any Information that:

 

### (a)           wasalready in its possession prior to receipt from the other Party or is developedindependently of Information received from the other Party as evidenced by thewritten records of the receiving Party;

###  

### (b)           isor hereafter becomes in the public domain by public use, publication, generalknowledge or the like through no fault of the receiving Party;

###  

### (c)           isproperly obtained by the receiving Party from a third party not under anyobligation to the disclosing Party or any of its affiliates to keep suchinformation confidential; and

###  

### (d)           isrequired to be disclosed by a court of law, in which case, the disclosing partymust promptly notify the other party in writing as soon as practical.

###  

# 7.             Indemnification

#  

## (a)           Each Partywill indemnify and hold the other harmless from and against any claim, demand,cause of action, damage, costs and expenses which the other might sustain or 

 

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## become liable forarising from or in connection with that Party’s performance or nonperformancehereunder.

##  

## (b)           ABNH will defend, at ABNH’s own expense, all suits, actions orproceedings in which ABNH, or the users, lessees or customers of any of ABNH’s products, are made defendants for actual oralleged infringement of any copyright, trademark, trade secret, mask workright, Canadian, U.S. or other foreign patent or other intellectual propertyright resulting from the possession, use, sale or resale of any Base Foilpurchased hereunder. If by virtue of a patent infringement suit an injunctionis issued against ABNH which prohibits or limits the use of any materials oritems ordered or purchased hereunder or CFC notifies ABNH to cease use of anymaterials or items purchased hereunder, ABNH, at CFC’s request, will supply CFC withnon-infringing replacement materials or items of a similar kind, quality andquantity. CFC will cease use of materials or items purchased hereunder whichare subject to an infringement action upon receipt of notice of such action andupon request by CFC. CFC’sobligations under this Section 3(g) do not apply to any suits, actions orproceedings in which the actual or alleged infringement results from the use ofsuch material or item in combination with other articles or material or in thepractice of any process other than a process for which such item has beenexpressly manufactured by CFC.

##  

# 8.             GoverningLaw.

#  

This Agreement shall be governedby and construed and enforced in accordance with the internal laws of the Stateof New York, without regard to principles of conflicts of laws.

 

# 9.             Notices.

#  

Every notice, request, demand,direction or other communication (each, a “Notice”) required or permitted to begiven pursuant to this Agreement will be deemed to be well and sufficientlygiven if in writing and delivered by hand (or recognized overnight courierservice addressed as follows:

 

## (a)           if to ABNHat:

##  

399 Executive Boulevard

Elmsford, N.Y. 10523

Attention: President

Facsimile: 914-592-3248

 

with a copy to:

Fulbright & JaworskiL.L.P.

Attn: Paul Jacobs, Esq.

666 Fifth Avenue

New York, NY 10103-3198

Facsimile: 212-318-3400

 

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## (b)           if to CFCat:

##  

500 State Street

Chicago Heights, IL 60411

Attention:  Dennis Lakomy, Chief Financial Officer

Facsimile:  708-758-3976

 

with a copy to:

Carl Neumann

McBride Baker & Cole

1 Mid America Plaza

Suite #1000

Oakbrook Terace, IL  60181-4710

Facsimile: 630-954-2112

 

# 10.           Publicity.

#  

Except as may be required by lawor applicable governmental regulatory authorities, neither Party will, withoutthe prior written consent of the other Party make any news release or publicannouncement regarding this Agreement. Either party may disclose the existenceof this Agreement only in order to fulfill the intent of the Agreement to anyother party, but not the contents of the Agreement or any purchase orderwithout the consent of the other party or as required by law. An example of apermitted disclosure in order to fulfill the intent of the Agreement is forABNH to inform its customers that CFC is supplying HoloMag foils pursuant tothis Agreement. If a customer of ABNH requests information from CFC or theopportunity to visit CFC’s manufacturing facilities, CFC will cooperate tosupport such reasonable requests.

 

# 11.           Assignments.

#  

Neither Party may assign anyrights or obligations under this Agreement or any purchase order (including theright to receive monies due hereunder) without the prior written consent of theother Party, and any purported assignment without such consent will be void. Noassignment will relieve the assigning Party from its obligations under thisagreement or any purchase order.

 

# 12.           Waiverand Amendment.

#  

This Agreement may not beamended or modified, and no provision hereof may be waived without the writtenconsent of the parties affected by such amendment. If either Party should waiveany breach of any provisions of this Agreement, it shall not thereby be deemedto have waived any preceding or succeeding breach of the same or any otherprovisions of this Agreement.

 

# 13.           InjunctiveRelief and other Remedies.

#  

The parties acknowledge thateach Party’s obligations under this Agreement are of a special and uniquecharacter for which monetary damages for breach would be inadequate andtherefore each Party agrees that the other Party shall be entitled toinjunctive and other equitable relief in the event of a breach or threatenedbreach in addition to any and all rights and remedies available at law orotherwise.

 

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# 14.           FurtherAssurances.

#  

The Parties will execute suchfurther assurances and other documents and instruments and do such further andother things as may be necessary to implement and carry out the intent of thisAgreement.

 

# 15.           Severability.

#  

If any provision of thisAgreement shall be adjudicated invalid or unenforceable, such invalidity orunenforceability shall not in any manner affect or render invalid orunenforceable any other provision of this Agreement and such adjudication shallapply only in the particular jurisdiction in which such adjudication is made,and this Agreement shall be carried out as if any such invalid or unenforceableprovision were not contained herein; provided,however, to theextent any provision hereof is deemed unenforceable by virtue of its scope interms of area or length of time, but may be enforceable with limitationthereon, the Parties agree that the same shall nevertheless be enforceable tothe fullest extent permissible under the laws and public policies applied insuch jurisdiction in which enforcement is sought.

 

# 16.           EntireAgreement.

#  

This Agreement constitutes theentire agreement between the Parties and supersedes all previous expectations,understandings, communications, representations and agreements whether verbalor written between the Parties concerning the development and supply of HolomagFoils.

 

# 17.           Arbitration.

#  

Anyand all claims, disputes or controversies arising under, out of, or inconnection with this Agreement that have not been resolved by good faithnegotiations between the Parties shall be resolved by final and bindingarbitration under the rules of the American Arbitration Association or otherorganization acceptable to the Parties (the “AAA”) then obtaining, inproceedings to be held in New York City. In any and all instances in which aclaim, dispute or controversy is to be arbitrated pursuant to this Section,there shall be one arbitrator. Such arbitrator shall be designated by the AAA; providedthat neither ABNH nor CFC shall have objection to such arbitrator and that, ifno single arbitrator has been designated by the AAA to which neither ABNH norCFC has an objection, a panel consisting of three arbitrators shall beselected, to include one arbitrator to be designated by each of ABNH and CFCand one arbitrator to be designated by the AAA. The costs of arbitration shallbe divided equally between ABNH and CFC. Such arbitrator shall have no power toadd to, subtract from or modify any of the terms or conditions of thisAgreement, and shall provide a written opinion explaining the reasons for anyaward rendered in any arbitration pursuant to this Section. Any award sorendered may be 

 

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enforced in a court of appropriatejurisdiction, which shall include any state or federal court situated in NewYork, New York, U.S.A.

 

 

**[Signaturepage follows]**

 

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IN WITNESS WHEREOF, the undersignedhave hereby executed this Agreement as of the date first set forth above.

 

 
|   | AMERICAN BANK NOTE HOLOGRAPHICS, INC. |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Kenneth H. Traub |   |
|   |                                  | Name: | Kenneth H. Traub |
|   |                                  | Title: | President and CEO |
|   |                                  |
|   |                                  |
|   | CFC INTERNATIONAL, INC.               |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Richard L. Garthwaite |   |
|   |                                  | Name: | Richard L. Garthwaite |
|   |                                  | Title: | President |
|        |                                       |  |  |  |

 

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**SCHEDULE A**

 

**SPECIFICATIONS FOR HOLOMAG FOILS**

 

[*]

 

 

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*Confidential

 

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**SCHEDULE B**

 

**PRICE SCHEDULE I**

 

**HOLOMAGTMNETIC FOILS**

 

Minimum run is [*] or [*]. Astandard roll is considered [*] which equals a [*] roll minimum or anycombination of roll width and length which would effectively use the [*] wouldbe considered a minimum run.

 

**PRICE**

 

**CFCINTERNATIONAL - HOLOMAGTM PRICING**

**HICO –SILVER**

 

| **VOLUME** | ** ** | **ROLL SIZE** | ** ** | **PRICE/TI** | ** ** | **PRICE/ROLL** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |

 

**CFCINTERNATIONAL – HOLOMAGTM PRICING**

**HICO –GOLD**

 

| **VOLUME** | ** ** | **ROLL SIZE** | ** ** | **PRICE/TI** | ** ** | **PRICE/ROLL** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |

 

**CFCINTERNATIONAL – HOLOMAGTM PRICING**

**LOCO –SILVER**

 

| **VOLUME** | ** ** | **ROLL SIZE** | ** ** | **PRICE/TI** | ** ** | **PRICE/ROLL** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |

** **

**CFCINTERNATIONAL - HOLOMAGTM PRICING**

**LOCO –GOLD**

 

| **VOLUME** | ** ** | **ROLL SIZE** | ** ** | **PRICE/TI** | ** ** | **PRICE/ROLL** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       |

 

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*Confidential

 

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**SCHEDULE B**

 

**PRICE SCHEDULEIHOLOMAGTMNETIC FOILS**

 

Minimum run is [*] or [*]

 

**CFCINTERNATIONAL, INC.HOLOMAGTM PRICING**

 

**HICO-SILVER**

 
| **Volume** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |

 

**HICO-GOLD***

 
| **Volume** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Rolls** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|---------------|------------|--------------|------------|-----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]             |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]             |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]             |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]             |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]             |       |

 

**LOCO-SILVER**

 
| **Volume** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |

 

**LOCO –GOLD***

 
| **Volume** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** | **Roll Size** | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
|------------|------------|---------------|------------|--------------|------------|----------------|------------|---------------|------------|--------------|------------|----------------|------------|
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       | [*]           |       | [*]          |       | [*]            |       | [*]           |       | [*]          |       | [*]            |       |
| [*]        |       |          |       |         |       |           |       |          |       |         |       |           |       |

 

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