<SEC-DOCUMENT>0000950103-25-001982.txt : 20250213
<SEC-HEADER>0000950103-25-001982.hdr.sgml : 20250213
<ACCEPTANCE-DATETIME>20250213170758
ACCESSION NUMBER:		0000950103-25-001982
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20250213
DATE AS OF CHANGE:		20250213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			American Well Corp
		CENTRAL INDEX KEY:			0001393584
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		ORGANIZATION NAME:           	07 Trade & Services
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-92157
		FILM NUMBER:		25621487

	BUSINESS ADDRESS:	
		STREET 1:		75 STATE STREET
		STREET 2:		26TH FLOOR
		CITY:			Boston
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		617-205-3500

	MAIL ADDRESS:	
		STREET 1:		75 STATE STREET
		STREET 2:		26TH FLOOR
		CITY:			Boston
		STATE:			MA
		ZIP:			02109

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Schoenberg Ido
		CENTRAL INDEX KEY:			0001824129
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A

	MAIL ADDRESS:	
		STREET 1:		AMERICAN WELL CORPORATION
		STREET 2:		75 STATE STREET, 26TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13G/A</submissionType>
    <previousAccessionNumber>0001193125-21-043858</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: Schoenberg Ido -->
          <cik>0001824129</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



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  <formData>
    <coverPageHeader>
      <amendmentNo>4</amendmentNo>
      <securitiesClassTitle>Class A Common Stock, par value $0.01 par value per share</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>12/31/2024</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0001393584</issuerCik>
        <issuerName>American Well Corp</issuerName>
        <issuerCusip>03044L204</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <com:street1>75 STATE STREET</com:street1>
          <com:street2>26TH FLOOR</com:street2>
          <com:city>Boston</com:city>
          <com:stateOrCountry>MA</com:stateOrCountry>
          <com:zipCode>02109</com:zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>
      <designateRulesPursuantThisScheduleFiled>
        <designateRulePursuantThisScheduleFiled>Rule 13d-1(d)</designateRulePursuantThisScheduleFiled>
      </designateRulesPursuantThisScheduleFiled>
    </coverPageHeader>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Ido Schoenberg</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>L3</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>831642.00</sharedVotingPower>
        <soleDispositivePower>831642.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>831642.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>5.7</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>(1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.

(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.

(3) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

(4) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.</comments>
    </coverPageHeaderReportingPersonDetails>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Roy Schoenberg</reportingPersonName>
      <memberGroup>a</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>892499.00</sharedVotingPower>
        <soleDispositivePower>892499.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>892499.00</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>6.1</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>(1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.

(2) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.

(3) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

(4) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.</comments>
    </coverPageHeaderReportingPersonDetails>
    <items>
      <item1>
        <issuerName>American Well Corp</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>75 STATE STREET 26TH FLOOR, BOSTON, MA, 02109</issuerPrincipalExecutiveOfficeAddress>
      </item1>
      <item2>
        <filingPersonName>This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):

(i) Ido Schoenberg
(ii) Roy Schoenberg

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.</filingPersonName>
        <principalBusinessOfficeOrResidenceAddress>The principal addresses of the Reporting Persons are as follows:
75 State Street
26th Floor
Boston, MA 02109</principalBusinessOfficeOrResidenceAddress>
        <citizenship>(i) Ido Schoenberg - Israel
(ii) Roy Schoenberg - United States</citizenship>
      </item2>
      <item3>
        <notApplicableFlag>Y</notApplicableFlag>
      </item3>
      <item4>
        <amountBeneficiallyOwned>(i) Ido Schoenberg: 831,642 Shares (1)(2)
(ii) Roy Schoenberg: 892,499 Shares (1)(3)

Notes:  (1) On July 10, 2024, the Issuer effected a reverse stock split of the Issuer's Class A Common Stock, Class B Common Stock and Class C Common Stock at a ratio of 1-for-20 (the "Reverse Stock Split"). The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.

(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.

(3) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.</amountBeneficiallyOwned>
        <classPercent>(i) Ido Schoenberg: 5.7% (4)(5)
(ii) Roy Schoenberg: 6.1% (4)(5)

Notes:

(4) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 13,922,877 shares of Class A Common Stock outstanding as of December 31, 2024 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.

(5) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.</classPercent>
        <numberOfSharesPersonHas>
          <solePowerOrDirectToVote>(A) Ido Schoenberg: 0
(B) Roy Schoenberg: 0</solePowerOrDirectToVote>
          <sharedPowerOrDirectToVote>(i) Ido Schoenberg: 831,642 Shares (2)
(ii) Roy Schoenberg: 892,499 Shares (3)

Notes:

(2) Consists of (i) 68,819 shares of Class A Common Stock, (ii) 1,016 shares of Class A Common Stock to be issued pursuant to vesting of restricted stock units within 60 days of December 31, 2024, (iii) 673,563 shares of Class B Common Stock and (iv) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.

(3) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group.  Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.</sharedPowerOrDirectToVote>
          <solePowerOrDirectToDispose>(A) Ido Schoenberg: 831,642 Shares
(B) Roy Schoenberg: 892,499 Shares</solePowerOrDirectToDispose>
          <sharedPowerOrDirectToDispose>(A) Ido Schoenberg: 0
(B) Roy Schoenberg: 0</sharedPowerOrDirectToDispose>
        </numberOfSharesPersonHas>
      </item4>
      <item5>
        <notApplicableFlag>Y</notApplicableFlag>
      </item5>
      <item6>
        <notApplicableFlag>Y</notApplicableFlag>
      </item6>
      <item7>
        <notApplicableFlag>Y</notApplicableFlag>
      </item7>
      <item8>
        <notApplicableFlag>N</notApplicableFlag>
        <identificationAndClassificationOfGroupMembers>See Item 4, which states the identity of the members of the group filing this Schedule 13G</identificationAndClassificationOfGroupMembers>
      </item8>
      <item9>
        <notApplicableFlag>Y</notApplicableFlag>
      </item9>
      <item10>
        <notApplicableFlag>Y</notApplicableFlag>
      </item10>
    </items>
    <exhibitInfo>Exhibit 99.1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended</exhibitInfo>
    <signatureInformation>
      <reportingPersonName>Ido Schoenberg</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Ido Schoenberg</signature>
        <title>Ido Schoenberg</title>
        <date>02/13/2025</date>
      </signatureDetails>
    </signatureInformation>
    <signatureInformation>
      <reportingPersonName>Roy Schoenberg</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Roy Schoenberg</signature>
        <title>Roy Schoenberg</title>
        <date>02/13/2025</date>
      </signatureDetails>
    </signatureInformation>
  </formData>

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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>dp224706_ex9901.htm
<DESCRIPTION>EXHIBIT 1
<TEXT>
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<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="text-align: right; margin: 0"><B>Exhibit 99.1</B></P>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">In accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to (i)&nbsp;this joint filing on behalf of each of them of a statement
on Schedule 13G (including any amendments thereto) with respect to the Class&nbsp;A Common Stock of American Well Corporation, par value
$0.01 per share, and (ii)&nbsp;that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated
by Section&nbsp;13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other
person making the filing unless such person knows or has reason to believe such information is inaccurate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">This Joint Filing Agreement may be executed in
any number of counterparts all of which together shall constitute one and the same instrument.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>IDO SCHOENBERG</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD STYLE="width: 4%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD STYLE="width: 46%; border-bottom: Black 1pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/
    Ido Schoenberg</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD COLSPAN="2"><P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>ROY
    SCHOENBERG</B></FONT></P>
    <P STYLE="font: 12pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">&nbsp;</FONT></TD>
    <TD><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">By:</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">/s/ Roy Schoenberg</FONT></TD></TR>
  </TABLE>

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