QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
and one-fifth of one redeemable warrant |
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the units |
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units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page No. |
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Item 1. |
4 |
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Condensed Balance Sheet as of June 30, 2021 (unaudited) (as restated) |
4 |
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5 |
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6 |
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7 |
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Notes to Unaudited Condensed Financial Statements (as restated) |
8 |
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Item 2. |
21 |
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Item 3. |
24 |
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Item 4. |
Controls and Procedures (as restated) |
24 |
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Item 1. |
25 |
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Item 1A. |
25 |
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Item 2. |
25 |
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Item 3. |
26 |
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Item 4. |
26 |
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Item 5. |
26 |
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Item 6. |
26 |
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Assets |
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Current assets: |
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Cash |
$ | |||
Prepaid expenses |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
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Liabilities and Shareholders’ Deficit : |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued expenses |
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Total current liabilities |
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Deferred underwriting commissions |
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Derivative warrant liabilities |
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Total liabilities |
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Commitments and Contingencies |
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Class A ordinary shares subject to possible redemption; shares at redemption value of $ |
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Shareholders’ Deficit : |
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Preference shares, $ |
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Class A ordinary shares, $ authorized (excluding shares subject to possible redemption) |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total shareholders’ deficit |
( |
) | ||
Total Liabilities and Shareholders’ Deficit |
$ |
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For the three months ended June 30, 2021 |
For the period January 13, 2021 (inception) through June 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
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Loss from operations |
( |
( |
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Other income (expense) |
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Change in fair value of derivative warrant liabilities |
( |
( |
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Financing costs - warrant liabilities |
( |
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Net gain on investments held in Trust Account |
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Total other income (expense) |
( |
( |
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Net loss |
$ | ( |
$ | ( |
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted |
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Basic and diluted net loss per ordinary share |
$ | ( |
$ | ( |
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Weighted average shares outstanding of Class B ordinary shares, basic and diluted |
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Basic and diluted net loss per ordinary share |
$ | ( |
$ | ( |
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Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Class B |
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Shares |
Amount |
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Balance - January 13, 2021 (inception) |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor |
— | |||||||||||||||||||
Accretion on Class A ordinary shares subject to possible redemption |
— | — | ( |
( ) |
( |
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Sale of private placement warrants to Sponsor less fair value of private warrants |
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— |
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— |
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— |
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Forfeiture of Class B ordinary shares from Sponsor |
( |
( |
— | — | ||||||||||||||||
Net loss |
— | — | — | ( |
( |
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Balance - March 31, 2021 (unaudited), as restated |
$ |
$ |
$ |
$ |
( |
$ |
( |
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Net loss |
— | — | — | ( |
( |
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Balance - June 30, 2021 (unaudited), as restated |
$ |
$ |
$ |
( |
$ |
( |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares |
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General and administrative expenses paid by related party under promissory note |
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Change in fair value of derivative warrant liabilities |
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Financing costs - warrant liabilities |
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Net gain on investments held in Trust Account |
( |
|||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
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Accrued expenses |
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Net cash used in operating activities |
( |
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Cash Flows from Investing Activities: |
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Cash deposited in Trust Account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from note payable to related party |
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Repayment of note payable to related party |
( |
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Proceeds received from initial public offering |
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Proceeds received from private placement |
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Offering costs paid |
( |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash - beginning of the period |
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Cash - end of the period |
$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued expenses |
$ | |||
Offering costs paid by related party under promissory note |
$ | |||
Deferred underwriting commissions |
$ | |||
Forfeiture of Class B ordinary shares from Sponsor |
$ |
June 30, 2021 |
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As Previously Reported |
Adjustment |
As Restated |
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Class A ordinary shares subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A ordinary shares—$0.0001 par value |
( |
) |
— |
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Additional paid-in-capital |
( |
) |
— |
|||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) | ||||||
Total Stockholders’ Equity (Deficit) |
( |
) |
( |
) | ||||||||
Shares of Class A ordinary shares subject to possible redemption |
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Shares of Class A ordinary shares |
( |
) |
— |
For the three months ended June 30, 2021 (unaudited) |
As Previously Reported |
Adjustment |
As Restated |
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Shares subject to redemption |
$ |
$ |
( |
) |
$ |
— |
Supplemental Disclosure of Noncash Financing Activities: |
As Previously Reported |
Adjustment |
As Restated |
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Initial value of Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) |
$ |
— |
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Shares subject to redemption |
$ |
$ |
( |
) |
$ |
— |
Earnings per share |
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shares |
$ |
( |
) |
$ |
$ |
( |
) |
shares |
$ |
( |
) |
$ |
$ |
( |
) |
For the three months ended June 30, 2021: |
Earnings per Share |
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As Reported |
Adjustment |
As Adjusted |
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Net loss |
$ |
( |
) |
$ |
— |
$ |
( |
) | ||||
Weighted average shares outstanding - Class A ordinary share |
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Basic and dilued earnings per share - Class A ordinary shares |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
Weighted average shares outstanding - Class B ordinary share |
( |
) |
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Basic and dilued earnings per share - Class B ordinary shares |
$ |
( |
) |
$ |
$ |
( |
) |
For the period from January 13, 2021 (inception) through June 30, 2021: |
Earnings per Share |
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As Reported |
Adjustment |
As Adjusted |
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Net loss |
$ |
( |
) |
$ |
— |
$ |
( |
) | ||||
Weighted average shares outstanding - Class A ordinary share |
( |
) |
||||||||||
Basic and dilued earnings per share - Class A ordinary shares |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||
Weighted average shares outstanding - Class B ordinary share |
( |
) |
||||||||||
Basic and dilued earnings per share - Class B ordinary shares |
$ |
( |
) |
$ |
$ |
( |
) |
• | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
For the Three Months Ended June 30, 2021 |
For the period January 13, 2021 (inception) through June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per ordinary share: |
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Numerator: |
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Allocation of net income (loss) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
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Basic and diluted net income (loss) per ordinary |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | ||||
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For the three months ended June 30, 2021 |
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Class A |
Class B |
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Basic and diluted net income (loss) per ordinary share |
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Numerator: |
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Allocation of net income (loss) |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||
|
|
|
|
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Basic and diluted net income (loss) per ordinary share |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
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For the period from January 13, 2021 (inception) through June 30, 2021 |
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Class A |
Class B |
|||||||
Basic and diluted net income (loss) per ordinary share |
||||||||
Numerator: |
||||||||
Allocation of net income (loss) |
$ |
( |
) |
$ |
( |
) | ||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares outstanding |
||||||||
|
|
|
|
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Basic and diluted net income (loss) per ordinary share |
$ |
( |
) |
$ |
( |
) | ||
|
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Gross Proceeds |
$ |
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Less: |
— |
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Offering costs allocated to Class A shares subject to possible redemption |
( |
) | ||
Proceeds allocated to Public Warrants at issuance |
( |
) | ||
Plus: |
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Accretion on Class A ordinary shares subject to possible redemption amount |
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Class A ordinary shares subject to possible redemption |
$ |
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• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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Investments held in Trust Account |
$ | $ | — | $ | — | |||||||
Liabilities: |
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Derivative warrant liabilities—public |
$ | $ | — | $ | — | |||||||
Derivative warrant liabilities—private |
$ | — | $ | — | $ |
March 22, 2021 |
June 30, 2021 |
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Share price |
$ | |
$ | |
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Volatility |
% | % | ||||||
Expected life of the options to convert |
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Risk-free rate |
% | % | ||||||
Dividend yield |
Derivative warrant liabilities at January 13, 2021 (inception) |
$ | |||
Issuance of Public and Private Warrants |
||||
Change in fair value of derivative warrant liabilities |
( |
) | ||
|
|
|||
Derivative warrant liabilities at March 31, 2021 |
||||
Change in fair value of derivative warrant liabilities |
||||
Transfer to Level 1 |
( |
) | ||
|
|
|||
Derivative warrant liabilities at June 30, 2021 |
$ |
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ARCLIGHT CLEAN TRANSITION CORP. II | ||
By: | /s/ John F. Erhard | |
Name: | John F. Erhard | |
Title: | Chief Executive Officer |