Manzo et al v. Wohlstadter et al
| Massachusetts District Court | |
| Judge: | Richard G Stearns |
| Case #: | 1:24-cv-11902 |
| Nature of Suit | 850 Other Statutes - Securities/Commodities/Exchange |
| Cause | 15:78m(a) Securities Exchange Act |
| Case Filed: | Jul 23, 2024 |
| Terminated: | Mar 03, 2025 |
| Last checked: Sunday Jan 19, 2025 4:32 AM EST |
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Defendant
Nadine Wohlstadter
653 Hoffman Chapel Lane
Madison, VA 22727 |
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Defendant
Samuel Wohlstadter
653 Hoffman Chapel Lane
Madison, VA 22727 |
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Plaintiff
Paul G. Auwaerter
2018 West Joppa Road
Lutherville, MD 21093 |
Represented By
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Plaintiff
Louis V. Manzo
6500 Thomas Jefferson Court
Naples, FL 34108 |
Represented By
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Plaintiff
Michael A Manzo
326 Main Street
Winchester, MA 01890 |
Represented By
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Plaintiff
Michael K Manzo
27 Kathleen Drive
Andover, MA 01810 |
Represented By
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| Docket last updated: 04/02/2025 11:59 PM EDT |
| Thursday, March 27, 2025 | ||
| 36 | 36
appeal
USCA Case Number
Thu 03/27 1:38 PM
USCA Case Number 25-1304 for34 Notice of Appeal, filed by Michael K Manzo, Louis V. Manzo, Michael A Manzo, Paul G. Auwaerter. (MAP) |
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| 35 | 35
appeal
Abbreviated Electronic Appeal Record Sent to USCA
Thu 03/27 9:10 AM
Certified and Transmitted Abbreviated Electronic Record on Appeal to US Court of Appeals re34 Notice of Appeal. (MAP) |
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| Wednesday, March 26, 2025 | ||
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appeal
Notice of Appeal
Wed 03/26 6:49 PM
NOTICE OF APPEAL as to33 Order Dismissing Case, 32 Order on Motion to Dismiss,,,,,,,,,,,,,,,,,,,, Order on Motion to Change Venue,,,,,,,,,,,,,,,,,,, by Michael A Manzo, Michael K Manzo, Louis V. Manzo, Paul G. Auwaerter. Filing fee: $ 605, receipt number AMADC-10914898 Fee Status: Not Exempt. NOTICE TO COUNSEL: A Transcript Report/Order Form, which can be downloaded from the First Circuit Court of Appeals web site at [LINK:http://www.ca1.uscourts.gov] MUST be completed and submitted to the Court of Appeals. Counsel shall register for a First Circuit CM/ECF Appellate Filer Account at http://pacer.psc.uscourts.gov/cmecf. Counsel shall also review the First Circuit requirements for electronic filing by visiting the CM/ECF Information section at http://www.ca1.uscourts.gov/cmecf. US District Court Clerk to deliver official record to Court of Appeals by 4/15/2025. (Giordano, Philip) |
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| Monday, March 03, 2025 | ||
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1
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order
Order Dismissing Case
Mon 03/03 5:52 PM
Judge Richard G. Stearns: ORDER entered. ORDER DISMISSING CASE. (JAM) |
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order
Order on Motion to Dismiss Order on Motion to Change Venue
Mon 03/03 3:52 PM
Judge Richard G. Stearns: ELECTRONIC ORDER entered granting in part and denying in part28 Motion to Dismiss; finding as moot31 Motion to Change Venue. According to the Amended Complaint, defendant Samuel Wohlstadter, President and CEO of Wellstat Therapeutics Corporation (Wellstat), in June of 2021 made false representation to induce plaintiffs to invest in Wellstat (which is 80% controlled by Samuel Wohlstadter and his wife, defendant Nadine Wohlstadter). In making their investments, plaintiffs executed promissory notes in 2021 and 2022, see Am. Compl. (Dkt #4) at Ex. J, L, M, N, P, R, and S. The Notes, countersigned by Natalie Wohlstadter as managing director of Wellstat, contain identical "Consent to Jurisdiction" paragraphs: Consent to Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the City of Wilmington and County of New Castle in the State of Delaware (unless the Delaware Court of Chancery shall decide not to accept jurisdiction over a particular matter, in which case any Delaware state or federal court within the City of Wilmington and County of New Castle in the State of Delaware) (such courts, collectively, the "Delaware Courts"), for the purposes of any Proceeding (as defined below) arising out of this Note; provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. For purposes of this Note, "Proceeding" shall mean any suit, claim, action, litigation, application, arbitration, proceeding (including any civil criminal, administrative, investigative, or appellate proceeding), hearing, claim, complaint, grievance, inquiry, audit, examination or investigation commenced brought, conducted heard by or before any court, arbitrator, mediator or other Governmental Authority. See Am. Compl. (Dkt # 4, Ex. J at 8; Ex. L at 8; Ex. M at 8. While not challenging the validity of the clause, plaintiffs argue that this case is about fraud and that none of their claims fall within the forum-selection clause. This court disagrees as evidenced by the breadth of the clear language of the clause (which encompasses all suits and claims) set out in the Notes plaintiffs attach as exhibits to their Complaint and Amended Complaint. See Rivera v. Kress Stores of Puerto Rico, Inc. , 30 F.4th 98, 103-104 (1st Cir. 2022) (In interpreting forum selection clauses, a court looks to the specific language to determine whether the provision's terms reflect clear language indicating that jurisdiction and venue are appropriate exclusively in the designated forum). See also Huffington v. T.C. Grp., LLC , 637 F.3d 18, 21-23 (1st Cir. 2011) (a forum selection clause extending to all claims with respect to the agreement will be read broadly to encompass all claims whether sounding in tort or contract). The Supreme Court has held that contractual choice of forum clauses should be enforced except in the most unusual cases, that the plaintiffs later choice of a forum for suit "merits no weight," and that the party resisting the forum-selection clause (here the plaintiff who filed in this District) has the burden of establishing that some public interest disfavoring transfer outweighs the parties' choice. See Atl. Marine Constr. Co. v. United States District Court for the Western District of Texas , 571 U.S. 49, 63-64 (2013); Amyndas Pharm., S.A. v. Zealand Pharma AS , 48 F. 4th 18, 30-31 (1st Cir. 2022). Plaintiffs have not met this burden, nor have they made any such arguments. While plaintiffs have filed a cross-motion asking the court to transfer the case to the federal district court in Delaware, asserting that "the Delaware Court of Chancery lacks subject matter jurisdiction over the instant action" and therefore cannot adjudicate this controversy and that "Delaware law is clear that the Court of Chancery shall not have jurisdiction to determine any matter wherein sufficient remedy may be had by common law, or statute, before any other court or jurisdiction of this State. Del. Code tit. 10, § 342." See Dkt #31 at 2. Whether this is true or not, the forum selection clause makes clear that jurisdiction is a question for the Chancery Court to decide in the first instance ( "unless the Delaware Court of Chancery shall decide not to accept jurisdiction over a particular matter, in which case any Delaware state or federal court within the City of Wilmington and County of New Castle in the State of Delaware" ). Accordingly, the court dismisses this case without prejudice to be refiled in the Delaware Court of Chancery. (Zierk, Marsha) |
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| Thursday, February 27, 2025 | ||
| 31 | 31
motion
Change Venue
Thu 02/27 7:09 PM
Cross MOTION to Change Venue , in the Alternative, to the U.S. District Court for the District of Delaware, with Certificate of Service by Michael A Manzo, Michael K Manzo, Louis V. Manzo, Paul G. Auwaerter.(Giordano, Philip) |
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| 30 | 30
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respm
Memorandum in Opposition to Motion
Thu 02/27 7:05 PM
MEMORANDUM in Opposition re28 MOTION to Dismiss First Amended Complaint and in Support of the Plaintiffs' Cross-Motion, in the Alternative, to Transfer Venue to the U.S. District Court for the District of Delaware, with Certificate of Service filed by Michael A Manzo, Michael K Manzo, Louis V. Manzo, Paul G. Auwaerter. (Giordano, Philip) |
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| Thursday, February 13, 2025 | ||
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respm
Memorandum in Support of Motion
Thu 02/13 3:48 PM
MEMORANDUM in Support re28 MOTION to Dismiss First Amended Complaint filed by Samuel Wohlstadter, Nadine Wohlstadter. (Bhattacharya, Koushik) |
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motion
Dismiss
Thu 02/13 3:47 PM
MOTION to Dismiss First Amended Complaint by Samuel Wohlstadter, Nadine Wohlstadter.(Bhattacharya, Koushik) |
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Att: 1
Text of Proposed Order Proposed Order
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| Saturday, February 08, 2025 | ||
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order
Order on Motion to Vacate
Sat 02/08 8:59 AM
Judge Richard G. Stearns: ELECTRONIC ORDER entered granting24 Motion to Vacate, finding that the Fed. R. Civ. P. 55 factors favor defendants. (Zierk, Marsha) |
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| Friday, February 07, 2025 | ||
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notice
Notice of Appearance
Fri 02/07 4:56 PM
NOTICE of Appearance by Jeremy Wyeth Schulman on behalf of Samuel Wohlstadter, Nadine Wohlstadter (Schulman, Jeremy) |
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respm
Memorandum in Support of Motion
Fri 02/07 4:39 PM
MEMORANDUM in Support re24 MOTION to Vacate Entry of Default filed by Samuel Wohlstadter, Nadine Wohlstadter.(Bhattacharya, Koushik) |
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Att: 1
Affidavit Bhattacharya Affidavit
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motion
Vacate
Fri 02/07 4:36 PM
MOTION to Vacate Entry of Default by Samuel Wohlstadter, Nadine Wohlstadter.(Bhattacharya, Koushik) |
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Att: 1
Text of Proposed Order
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notice
Notice of Appearance
Fri 02/07 4:26 PM
NOTICE of Appearance by Koushik Bhattacharya on behalf of Samuel Wohlstadter, Nadine Wohlstadter (Bhattacharya, Koushik) |
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notice
Notice of Appearance
Fri 02/07 4:25 PM
NOTICE of Appearance by Jeremy Wyeth Schulman on behalf of Samuel Wohlstadter, Nadine Wohlstadter (Schulman, Jeremy) |
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| Friday, January 31, 2025 | ||
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order
Order on Motion for Leave to Appear
Fri 01/31 10:06 AM
Judge Richard G. Stearns: ELECTRONIC ORDER entered granting17 Motion for Leave to Appear Pro Hac Vice Added Jeremy W. Schulman and19 Motion for Leave to Appear Pro Hac Vice Added Koushik Bhattacharya. Attorneys admitted Pro Hac Vice must have an individual PACER account, not a shared firm account, to electronically file in the District of Massachusetts. To register for a PACER account, go the Pacer website at https://pacer.uscourts.gov/register-account. You must put the docket number under ADDITIONAL FILER INFORMATION on your form when registering or it will be rejected. Pro Hac Vice Admission Request Instructions [LINK:https://www.mad.uscourts.gov/caseinfo/nextgen-pro-hac-vice.htm] . A Notice of Appearance must be entered on the docket by the newly admitted attorney. (JAM) |
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| Thursday, January 30, 2025 | ||
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respm
Memorandum in Support of Motion
Thu 01/30 5:18 PM
MEMORANDUM in Support re19 MOTION for Leave to Appear Pro Hac Vice for admission of Koushik Bhattacharya Filing fee: $ 125, receipt number AMADC-10816080 filed by Samuel Wohlstadter, Nadine Wohlstadter.(Lewin, Joshua) |
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Att: 1
Exhibit A
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motion
Appear Pro Hac Vice
Thu 01/30 5:16 PM
MOTION for Leave to Appear Pro Hac Vice for admission of Koushik Bhattacharya Filing fee: $ 125, receipt number AMADC-10816080 by Samuel Wohlstadter, Nadine Wohlstadter.(Lewin, Joshua) |
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respm
Memorandum in Support of Motion
Thu 01/30 5:12 PM
MEMORANDUM in Support re17 MOTION for Leave to Appear Pro Hac Vice for admission of Jeremy W. Schulman Filing fee: $ 125, receipt number AMADC-10816059 filed by Samuel Wohlstadter, Nadine Wohlstadter.(Lewin, Joshua) |
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Att: 1
Exhibit A
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motion
Appear Pro Hac Vice
Thu 01/30 5:09 PM
MOTION for Leave to Appear Pro Hac Vice for admission of Jeremy W. Schulman Filing fee: $ 125, receipt number AMADC-10816059 by Samuel Wohlstadter, Nadine Wohlstadter.(Lewin, Joshua) |
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notice
Notice of Appearance
Thu 01/30 3:15 PM
NOTICE of Appearance by Joshua A. Lewin on behalf of Samuel Wohlstadter, Nadine Wohlstadter (Lewin, Joshua) |
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| Wednesday, January 29, 2025 | ||
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misc
Copy Mailed
Wed 01/29 3:12 PM
Copy re13 Notice: Clerk's Entry of Default,14 Standing Order re motions for default judgment mailed to Samuel Wohlstadter (7022 0410 0001 7382 8061) and Nadine Wohlstadter (7022 0410 0001 7382 8658) |
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| Tuesday, January 28, 2025 | ||
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order
Standing order on motions for default judgment
Tue 01/28 4:50 PM
Judge Richard G. Stearns: ORDER entered. STANDING ORDER on motions for default judgment (JAM) |
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order
Notice of Entry of Default by Clerk
Tue 01/28 4:49 PM
NOTICE: Clerk's ENTRY OF DEFAULT as to Samuel Wohlstadter and Nadine Wohlstadter (JAM) |
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order
Order on Motion for Entry of Default
Tue 01/28 4:42 PM
Judge Richard G. Stearns: ELECTRONIC ORDER entered granting11 Motion for Entry of Default. (JAM) |
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| Friday, January 24, 2025 | ||
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motion
Entry of Default
Fri 01/24 3:35 PM
First MOTION for Entry of Default , with Certificate of Service by Michael A Manzo, Michael K Manzo, Louis V. Manzo, Paul G. Auwaerter.(Giordano, Philip) |
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Att: 1
Affidavit of Philip M. Giordano, Esq., with Exhibits A-B, and with a Certificate of Service
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service
Affidavit of Service
Fri 01/24 3:32 PM
AFFIDAVIT OF SERVICE Executed by Paul G. Auwaerter, Michael A Manzo, Louis V. Manzo, Michael K Manzo. Nadine Wohlstadter served on 12/30/2024, answer due 1/21/2025. Acknowledgement filed by Paul G. Auwaerter; Michael A Manzo; Louis V. Manzo; Michael K Manzo. (Giordano, Philip) |
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service
Affidavit of Service
Fri 01/24 3:29 PM
AFFIDAVIT OF SERVICE Executed by Paul G. Auwaerter, Michael A Manzo, Louis V. Manzo, Michael K Manzo. Samuel Wohlstadter served on 12/30/2024, answer due 1/21/2025. Acknowledgement filed by Paul G. Auwaerter; Michael A Manzo; Louis V. Manzo; Michael K Manzo. (Giordano, Philip) |
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| Tuesday, January 07, 2025 | ||
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order
Order
Tue 01/07 12:55 PM
Judge Richard G. Stearns: ELECTRONIC ORDER entered - The Complaint in this case alleging federal securities fraud was filed on July 23, 2024. After prodding by the court, plaintiffs' counsel filed returns of service in this case dated October 9, 2024 suggesting that, on 9/6/2024, summons were posted for Samuel Wohlstadter and Nadine Wohlstadter. More than 21 days have passed since the date of service without any response from defendants. If plaintiffs are considering having the clerk enter a default against these defendants, see Fed. R. Civ. P. Rule 55(a), or proceeding in some other way, they must do so by January 31, 2025, or the court will dismiss the matter without prejudice. (Zierk, Marsha) |
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| Friday, October 11, 2024 | ||
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service
Summons Returned Executed
Fri 10/11 11:27 AM
SUMMONS Returned Executed Nadine Wohlstadter served on 10/9/2024, answer due 10/30/2024. (Giordano, Philip) |
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service
Summons Returned Executed
Fri 10/11 11:25 AM
SUMMONS Returned Executed Samuel Wohlstadter served on 10/9/2024, answer due 10/30/2024. (Giordano, Philip) |
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| Saturday, October 05, 2024 | ||
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order
Order
Sat 10/05 12:18 PM
Judge Richard G. Stearns: ELECTRONIC ORDER entered - pursuant to Fed. R. Civ. P 4(m), this case will be dismissed without prejudice if the plaintiffs fails to make service on the named defendants by October 22, 2024. SO ORDERED. (Zierk, Marsha) |
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| Friday, October 04, 2024 | ||
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cmp
Amended Complaint
Fri 10/04 2:38 PM
AMENDED COMPLAINT by Plaintiff, with Exhibits A - GG, and with Certificate of Service against Nadine Wohlstadter, Samuel Wohlstadter, filed by Paul G. Auwaerter, Louis V. Manzo, Michael A Manzo, Michael K Manzo.(Giordano, Philip) |
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| Wednesday, July 24, 2024 | ||
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service
Summons Issued
Wed 07/24 11:21 AM
Summons Issued as to Nadine Wohlstadter, Samuel Wohlstadter. Counsel receiving this notice electronically should download this summons, complete one for each defendant and serve it in accordance with Fed.R.Civ.P. 4 and LR 4.1. Summons will be mailed to plaintiff(s) not receiving notice electronically for completion of service. (Cook, Savannah) |
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notice
Notice of Case Assignment
Wed 07/24 9:53 AM
ELECTRONIC NOTICE of Case Assignment. Judge Richard G. Stearns assigned to case. If the trial Judge issues an Order of Reference of any matter in this case to a Magistrate Judge, the matter will be transmitted to Magistrate Judge Donald L. Cabell. (Phillips, Sophie) |
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| Tuesday, July 23, 2024 | ||
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cmp
Complaint
Tue 07/23 3:09 PM
COMPLAINT with Demand For Jury Trial, Civil Action Cover Sheet and Category Form against Nadine Wohlstadter, Samuel Wohlstadter Filing fee: $ 405, receipt number AMADC-10520204 (Fee Status: Filing Fee paid), filed by Paul G. Auwaerter, Louis V. Manzo, Michael A Manzo, Michael K Manzo.(Giordano, Philip). Modified on 7/23/2024 to separate exhibits from main document (Cook, Savannah) |
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Att: 1
Civil Cover Sheet,
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Att: 2
Category Form,
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Att: 3
26 pgs
Exhibit A,
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Att: 4
Exhibit B,
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Att: 5
Exhibit C,
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Att: 6
Exhibit E,
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Att: 7
Exhibit E,
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Att: 8
2 pgs
Exhibit F,
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Att: 9
2 pgs
Exhibit G,
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Att: 10
2 pgs
Exhibit H,
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Att: 11
Exhibit I,
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Att: 12
Exhibit J,
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Att: 13
Exhibit K,
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Att: 14
Exhibit L,
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Att: 15
Exhibit M,
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Att: 16
Exhibit N,
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Att: 17
Exhibit O,
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Att: 18
Exhibit P,
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Att: 19
Exhibit Q,
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Att: 20
Exhibit R,
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Att: 21
Exhibit S,
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Att: 22
3 pgs
Exhibit T,
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Att: 23
2 pgs
Exhibit U,
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Att: 24
2 pgs
Exhibit V,
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Att: 25
Exhibit W,
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Att: 26
Exhibit X,
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Att: 27
3 pgs
Exhibit Y,
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Att: 28
Exhibit Z,
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Att: 30
Exhibit AA,
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Att: 31
Exhibit BB,
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Att: 32
6 pgs
Exhibit CC,
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Att: 33
Exhibit DD,
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Att: 34
Exhibit EE
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