UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
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Red Lion Hotels Corporation
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(Name of Issuer)
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Common Stock, par value $0.01
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(Title of Class of Securities)
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756764106
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(CUSIP Number)
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February 24, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-l(b)
☒ Rule 13d-l(c)
☐ Rule 13d-l(d)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 7
CUSIP No. 756764106
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1.
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Names of Reporting Persons
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MFP Partners, L.P.(1)
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c/o MFP Investors LLC
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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☐ (a)
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☐ (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 2,106,512
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 2,106,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,106,512
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 8.3%(2)
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12.
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Type of Reporting Person (See Instructions)
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PN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael F. Price is the
managing partner of MFP Partners, L.P. and the managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 25,464,735 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q. Due to their respective relationships
with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 2 of 7
CUSIP No. 756764106
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1.
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Names of Reporting Persons
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MFP Investors LLC(1)
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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☐ (a)
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☐ (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 2,106,512
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 2,106,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,106,512
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 8.3%(2)
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12.
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Type of Reporting Person (See Instructions)
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OO
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael
F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 25,464,735 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q. Due to their respective relationships
with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 3 of 7
CUSIP No. 756764106
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1.
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Names of Reporting Persons
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Michael F. Price(1)
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c/o MFP Investors LLC
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909 Third Avenue, 33rd Floor
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New York, NY 10022
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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☐ (a)
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☐ (b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States of America
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5.
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Sole Voting Power
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Number of
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Shares
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6.
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Shared Voting Power 2,106,512
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Beneficially
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
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With:
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8.
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Shared Dispositive Power 2,106,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,106,512
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 8.3%(2)
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12.
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Type of Reporting Person (See Instructions)
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IN
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(1) MFP Investors LLC is the general partner of MFP Partners, L.P. Michael
F. Price is the managing partner of MFP Partners, L.P. and managing member and controlling person of MFP Investors LLC.
(2) Calculation based on 25,464,735 shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q. Due to their respective relationships
with each other, each of the Reporting Persons (as defined herein) may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.
Page 4 of 7
CUSIP No. 756764106
Item 1.
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Name of Issuer
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Red Lion Hotels Corporation
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Address of Issuer's Principal Executive Offices
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1550 Market St. #350
Denver, Colorado 80202
USA
Item 2.
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Name of Person Filing
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MFP Partners, L.P.
MFP Investors LLC
Michael F. Price
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Address of Principal Business Office or, if none, Residence
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909 Third Avenue, 33rd Floor
New York, NY 10022
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Citizenship
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MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware. Michael F. Price is a citizen of
the United States of America.
| (d) |
Title of Class of Securities
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Common Stock, par value $0.01 per share
| (e) |
CUSIP Number
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756764106
| Item 3. |
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| Item 4. |
Ownership.
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MFP Partners, L.P. directly owns 2,106,512 shares of Common Stock,
representing 8.3% of the total number of shares of Common Stock outstanding. As the investment advisor to MFP Partners, L.P., MFP Investors LLC is deemed to have shared power to vote 2,106,512 shares of Common Stock, representing 8.3% of the total number of shares of Common Stock outstanding. As Managing Member and
controlling person of MFP Investors LLC, Michael F. Price is deemed to have shared power to vote 2,106,512 shares of Common Stock, representing 8.3% of the
total number of shares of Common Stock outstanding.
The ownership percentages set forth above are based on 25,464,735
shares of Common Stock of the issuer outstanding pursuant to the issuer’s most recent Form 10-Q filed by the issuer with the Securities and Exchange Commission.
Page 5 of 7
CUSIP No. 756764106
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Ownership of Five Percent or Less of a Class
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Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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MFP Investors LLC manages investments for MFP Partners, L.P. which
beneficially owns more than 5% of the shares of Common Stock.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a–11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct as of March 8, 2021.
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MFP Partners, L.P.
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Title:
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Managing Partner
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MFP Investors LLC
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Title:
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Managing Member
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MICHAEL F. PRICE
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/s/ Michael F. Price
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Signature
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Name:
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Michael F. Price
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Page 6 of 7
CUSIP No. 756764106
EXHIBITS
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Exhibit
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Number
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Title
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1
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Joint Filing Agreement dated March 8, 2021 among the Reporting Persons (filed herewith)
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Page 7 of 7