|
(405) 810-8600
|
||
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
||
| * |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
| CUSIP No. |
06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
William Bradford Haines Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Oklahoma, United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
3,411,200
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,411,200
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,411,200
|
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 33.5%(*) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
| CUSIP No. |
06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Lisa K. Haines Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Oklahoma, United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,688,150
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,688,150
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,688,150
|
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 16.6%(*) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
| CUSIP No. |
06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Julee S. Lawrence Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Oklahoma, United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
1,688,150
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
1,688,150
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,688,150
|
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 16.6%(*) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| OO |
|
|
|||
|
|
|
||||
| CUSIP No. | 06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
William B. Haines, not individually but solely as the trustee of the William Bradford Haines Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
3,411,200(*)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
3,411,200(*)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,411,200(*)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
33.5% (**)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
| CUSIP No. |
06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
John T. Phillips, not individually but solely as the co-trustee of the Lisa K. Haines Financial Services Trust and the Julee S. Lawrence
Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 3,376,300 (*) |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 3,376,300 (*) |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 3,376,300 (*) |
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 33.1%(**) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
| CUSIP No. | 06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Lisa K. Haines, not individually but solely as co-trustee of the Lisa K. Haines Financial Services Trust
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
1,688,150 (*)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
1,688,150 (*)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
1,688,150 (*)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 16.6%(**) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
| CUSIP No. | 06652N107 |
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
|
|
|
|
|||
|
Julee S. Thummel
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
Not applicable (see Items 3 and 4)
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
| 1,688,150(*) |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 1,688,150(*) |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 1,688,150(*) |
|
|
|||
|
|
|
||||
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 16.6% (**) |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
| (i) |
The William Bradford Haines Financial Services Trust (the “WBH Trust”);
|
| (ii) |
The Lisa K. Haines Financial Services Trust (the “LKH Trust”);
|
| (iii) |
The Julee S. Lawrence Financial Services Trust (the “JSL Trust”);
|
| (iv) |
Mr. William B. Haines, not individually but solely in his capacity as trustee of the WBH Trust;
|
| (v) |
Mr. John T. Phillips, not individually but solely in his capacity as co-trustee of the LKH Trust and co-trustee of the JSL Trust;
|
| (vi) |
Ms. Lisa K. Haines, not individually but solely in her capacity as co-trustee of the LKH Trust; and
|
| (vii) |
Ms. Julee S. Thummel, not individually but solely in her capacity as co-trustee of the JSL Trust.
|
| (i) |
3,411,200 shares of Common Stock, or 33.5% of the outstanding shares of Common Stock, held for the account of the WBH Trust.
|
| (ii) |
1,688,150 shares of Common Stock, or 16.6% of the outstanding shares of Common Stock, held for the account of the LKH Trust.
|
| (iii) |
1,688,150 shares of Common Stock, or 16.6% of the outstanding shares of Common Stock, held for the account of the JSL Trust.
|
| (iv) |
Mr. William B. Haines is the sole trustee of the WBH Trust, with sole voting and investment power over 3,411,200 shares of Common Stock, or 33.5% of the outstanding
shares of Common Stock, all of which is reported hereby as owned by the WBH Trust.
|
| (v) |
Mr. John T. Phillips is co-trustee of the LKH Trust and the JSL Trust, with shared voting and investment power over 3,376,300 shares of Common Stock, or 33.1% of the
outstanding shares of Common Stock, all of which is reported hereby as owned by the LKH Trust and the JSL Trust.
|
| (vi) |
Ms. Lisa K. Haines is co-trustee of the LKH Trust, with shared voting and investment power over 1,688,150 shares of Common Stock, or 16.6% of the outstanding shares of
Common Stock, all of which is reported hereby as owned by the LKH Trust.
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| (vii) |
Ms. Julee S. Thummel is co-trustee of the JSL Trust, with shared voting and investment power over 1,688,150 shares of Common Stock, or 16.6% of the outstanding shares of
Common Stock, all of which is reported hereby as owned by the JSL Trust.
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Exhibit No.
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Description
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Joint Filing Agreement, dated October 1, 2018, by and among the Haines Family Trusts, William B. Haines, John T. Phillips, Lisa K. Haines and
Julee S. Thummel
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Form of Lock-Up Agreement, filed as an exhibit to the Form of Underwriting Agreement filed as Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-227-010), filed with the
Securities and Exchange Commission on September 17, 2018
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Registration Rights Agreement, filed as Exhibit 10.4 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-227-010), filed with the Securities and Exchange Commission on August 24, 2018
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Tax Sharing Agreement, filed as Exhibit 10.1 to the Issuer’s Registration Statement on Form S-1 (SEC File No. 333-227-010), filed with the Securities and Exchange Commission on August 24, 2018
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Date: October 1, 2018
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WILLIAM BRADFORD HAINES FINANCIAL SERVICES TRUST
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By:
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/s/ William B. Haines
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Name:
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William B. Haines, Trustee
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LISA K. HAINES FINANCIAL SERVICES TRUST
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By:
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/s/ John T. Phillips
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Name:
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John T. Phillips, Co-Trustee
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By:
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/s/ Lisa K. Haines
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Name:
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Lisa K. Haines, Co-Trustee
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JULEE S. LAWRENCE FINANCIAL SERVICES TRUST
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By:
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/s/ John T. Phillips
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Name:
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John T. Phillips, Co-Trustee
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By:
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/s/ Julee S. Thummel
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||
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Name:
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Julee S. Thummel, Co-Trustee
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By:
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/s/ William B. Haines
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||
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Name:
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William B. Haines
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By:
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/s/ John T. Phillips
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||
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Name:
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John T. Phillips
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By:
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/s/ Lisa K. Haines
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||
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Name:
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Lisa K. Haines
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By:
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/s/ Julee S. Thummel
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Name:
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Julee S. Thummel
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