SEC Form SC 13D/A filed by Janus International Group Inc. (Amendment)
Janus International Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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47103N106
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(CUSIP Number)
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John F. Cannon
c/o Clearlake Capital Group, L.P.
233 Wilshire Blvd, Suite 800
Santa Monica, California 90401
(310) 400-8800
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September 15, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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Clearlake Capital Group, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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23,070,658
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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23,070,658
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,070,658 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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José E. Feliciano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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15,306 (1)
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8
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SHARED VOTING POWER
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23,070,658
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9
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SOLE DISPOSITIVE POWER
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15,306 (1)
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10
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SHARED DISPOSITIVE POWER
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23,070,658
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,085,964 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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(1) |
This amount includes 15,306 shares of Common Stock underlying RSUs that vest in full on June 7, 2024, which were granted to the Reporting Person in his capacity as a director of the Issuer and are held for the benefit of CCPIV, CCPIV USTE,
CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore.
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 4 of 6
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1
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NAMES OF REPORTING PERSONS
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Behdad Eghbali
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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|||
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|
||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
|
|
|
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0
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|||
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|
||||
8
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SHARED VOTING POWER
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23,070,658
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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23,070,658 |
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,070,658 |
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|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 5 of 6
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ITEM 4 |
PURPOSE OF TRANSACTION
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(i) |
4,527,719 shares of Common Stock held of record by CCPIV,
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(ii) |
167,866 shares of Common Stock held of record by CCPIV USTE,
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(iii) |
452,862 shares of Common Stock held of record by CCPIV Offshore,
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(iv) |
10,358,658 shares of Common Stock held of record by CCPV,
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(v) |
694,632 shares of Common Stock held of record by CCPV USTE, and
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(vi) |
5,167,270 shares of Common Stock held of record by CCPV Offshore.
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ITEM 5 |
INTERESTS IN THE SECURITIES OF THE ISSUER
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ITEM 6 |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 6 of 6
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Date: September 19, 2023
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Clearlake Capital Group, L.P.
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By: Clearlake Capital Group GP, LLC, its general partner
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/s/ John F. Cannon
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John F. Cannon
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José Enrique Feliciano
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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Behdad Eghbali
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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