GPGI 10-Q

GPGI, Inc. (GPGI)

10-Q 2025-11-03 For: 2025-09-30

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Added on April 07, 2026

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Delaware						85-2749902
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒


		Page
	EXPLANATORY NOTE REGARDING CHANGE TO EQUITY METHOD ACCOUNTING	i
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT	i
Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets (Unaudited)	2
	Consolidated Statements of Operations (Unaudited)	3
	Consolidated Statements of Comprehensive Loss (Unaudited)	4
	Consolidated Statements of Stockholders’ E quity (Deficit ) (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48
Part II.	Other Information	49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	74
Signatures		76


	September 30, 2025		December 31, 2024
	Unaudited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	127,362	$	77,461
Accounts receivable	—		47,449
Inventories, net	—		44,833
Prepaid expenses and other current assets	4,665		4,159
Total current assets	132,027		173,902

Property and equipment, net	—		23,448
Right-of-use asset - operating leases	—		5,404
Deferred tax asset	289,152		264,815
Derivative asset - interest rate swap	—		2,749
Equity method investment	84,296		—
Deposits and other assets	—		3,600
Total assets	505,475		473,918

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	1,518		11,544
Accrued expenses	40,841		14,682
Bonus payable	—		8,466
Commission payable	—		2,563
Current portion of long-term debt	—		11,250
Current portion of lease liabilities - operating leases	—		2,113
Current portion of earnout consideration liability			20,533
Current portion of tax receivable agreement liability	16,103		5,171
Total current liabilities	58,462		76,322


Long-term debt, net of deferred financing costs	—		184,389
Warrant liability	41,427		104,231
Lease liabilities - operating leases	—		3,888
Tax receivable agreement liability	253,117		248,534
Total liabilities	353,006		617,364

Commitments and contingencies (Note 14)

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; 1,000,000,000 and 250,000,000 shares were authorized as of September 30, 2025 and December 31, 2024, respectively; 124,961,235 and 100,462,844 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	12		10

Treasury shares	(12,247)		—
Additional paid-in-capital	659,319		361,379
Accumulated other comprehensive (loss) income	(206)		2,543
Accumulated deficit	(494,409)		(507,378)
Total stockholders' equity (deficit)	152,469		(143,446)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	505,475	$	473,918


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net sales	$	—	$	107,135	$	59,824	$	319,712
Cost of sales	—		51,727		31,075		153,019
Gross profit	—		55,408		28,749		166,693
Operating expenses:
Selling, general and administrative expenses	9,939		26,316		35,300		74,673
(Loss) income from operations	(9,939)		29,092		(6,551)		92,020

Other (expense) income
Revaluation of warrant liability	(117,267)		(74,418)		(152,782)		(76,211)
Revaluation of earnout consideration liability	(57,610)		(34,530)		(57,101)		(34,060)
Change in fair value of derivative liability - convertible notes redemption make-whole provision	—		544		—		425
Interest expense	—		(6,303)		(1,688)		(19,257)
Interest income	287		1,167		523		3,386
Loss on extinguishment of debt	—		(148)		—		(148)
Amortization of deferred financing costs	—		(249)		(74)		(908)
Total other expense, net	(174,590)		(113,937)		(211,122)		(126,773)
Loss before income taxes	(184,529)		(84,845)		(217,673)		(34,753)
Income tax expense	(29,804)		(629)		(55,046)		(51)
Loss before earnings in equity method investment	(214,333)		(85,474)		(272,719)		(34,804)
Earnings in equity method investment	39,637		—		93,390		—
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)

Net loss attributable to redeemable non-controlling interests	$	—	$	(43,414)	$	—	$	(18,414)
Net loss attributable to CompoSecure, Inc.	$	(174,696)	$	(42,060)	$	(179,329)	$	(16,390)

Net loss per share attributable to CompoSecure, Inc. - basic	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)
Net loss per share attributable to CompoSecure, Inc. - diluted	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)

Weighted average shares used to compute net loss per share attributable to Class A common stockholders - basic	110,265		38,212		105,280		28,110
Weighted average shares used to compute net loss per share attributable to Class A common stockholders - diluted	110,265		38,212		105,280		28,110


☒			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


COMPOSECURE, INC.
Consolidated Balance Sheets
($ in thousands, except par value and share amounts)


COMPOSECURE, INC.
Consolidated Statements of Operations (Unaudited)
($ in thousands except per share amounts)


COMPOSECURE, INC.
Consolidated Statements of Comprehensive Loss (Unaudited)
($ in thousands)


COMPOSECURE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)
(in thousands, except share data)


	Class A Common Stock			Class B Common Stock			Treasury Stock		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
	Shares	Amount		Shares	Amount				Capital		Comprehensive Loss		Deficit		Equity (Deficit)		Interest
Balance as of December 31, 2024	100,462,844	$	10	—	$	—	$	—	$	361,379	$	2,543	$	(507,378)	$	(143,446)	$	—
Exercise of warrants	425,100	—		—	—		—		7,194		—		—		7,194		—
Stock-based compensation	—	—		—	—		—		5,720		—		—		5,720		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		121		—		—		121		—
Net income	—	—		—	—		—		—		—		21,492		21,492		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes.	1,418,449	—		—	—		—		—		—		—		—		—
Class A common stock withheld related to net share settlement of equity awards	11,459	—		—	—		—		(15,285)		—		—		(15,285)		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		—		(502)		—		(502)		—
Deemed dividend for issuance of share-based compensation to Resolute Holdings employees	—	—		—	—		—		(26,020)		—		—		(26,020)		—
Share-based compensation granted to Resolute Holdings employees	—	—		—	—		—		26,020		—		—		26,020		—
Spin-Off of Resolute Holdings	—	—		—	—		—		(14,209)		—		3,400		(10,809)		—
Deconsolidation of CompoSecure Holdings, L.L.C.	—	—		—	—		—		(138,443)		(2,247)		188,898		48,208		—
Balance as of March 31, 2025	102,317,852	$	10	—	$	—	$	—	$	206,477	$	(206)	$	(293,588)	$	(87,307)	$	—
Exercise of warrants	1,000	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		—		137		—		—		137		—
Net loss	—	—		—	—		—		—		—		(26,125)		(26,125)		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and warrants	38,880	—		—	—		—		—		—		—		—		—
Adjustment to Spin-Off of Resolute Holdings	—	—		—	—		—		1,870		—		—		1,870		—
Share-based compensation granted at Holdings	—	—		—	—		—		5,049		—		—		5,049		—
Balance as of June 30, 2025	102,357,732	$	10	—	$	—	$	—	$	213,533	$	(206)	$	(319,713)	$	(106,376)	$	—


Exercise of warrants	18,752,570	2		—	—		—		362,746		—		—		362,748		—
Stock-based compensation	—	—		—	—		—		236		—		—		236		—
Proceeds from exercise of options	—	—		—	—		—		—		—		—		—		—
Purchase of Treasury shares	(647,782)	—		—	—		(12,247)		—		—		—		(12,247)		—
Net loss	—	—		—	—		—		—		—		(174,696)		(174,696)		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes	253,118	—		—	—		—		—		—		—		—		—
Tax receivable agreement liability	—	—		—	—		—		2,250		—		—		2,250		—
Exercise of Earnouts	4,245,597	—		—	—		—		74,908		—		—		74,908		—
Share-based compensation granted at Holdings	—	—		—	—		—		5,646		—		—		5,646		—
Balance as of September 30, 2025	124,961,235	$	12	—	$	—	$	(12,247)	$	659,319	$	(206)	$	(494,409)	$	152,469	$	—

	Class A Common Stock			Class B Common Stock			Treasury Stock		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
	Shares	Amount		Shares	Amount				Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Balance as of December 31, 2023	19,415,123	2		59,958,422	6		—		39,466		4,991		(846,825)		(802,360)		596,587
Distributions to non-controlling interests	—	—		—	—		—		—		—		(10,151)		(10,151)		—
Stock-based compensation	—	—		—	—		—		4,397		—		—		4,397		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		107		—		—		107		—
Net income	—	—		—	—		—		—		—		4,025		4,025		13,048
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	1,183,123	—		—	—		—		—		—		—		—		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		—		(3,476)		—		—		(3,476)		—
Unrealized gain on derivative - interest rate swap	—	—		—	—		—		—		452		—		452		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		—		—		13,048		13,048		(13,048)
Balance as of March 31, 2024	20,598,246	$	2	59,958,422	$	6	$	—	$	40,494	$	5,443	$	(839,903)	$	(793,958)	$	596,587
Dividend to Class A shareholders	—	—		—	—		—		—		—		(8,922)		(8,922)		—


Distributions to non-controlling interests	—	—		—		—		—		—		—		(31,589)		(31,589)		—
Stock-based compensation	—	—		—		—		—		5,238		—		—		5,238		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—		—		—		114		—		—		114		—
Net income	—	—		—		—		—		—		—		11,099		11,099		22,498
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	1,199,092	—		—		—		—		—		—		—		—		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—		—		—		(5,006)		—		—		(5,006)		—
Class A common stock issued pursuant to Class B common stock exchanges	8,050,000	1		(8,050,000)		(1)		—		—		—		—		—		—
Unrealized loss on derivative - interest rate swap	—	—		—		—		—		—		(595)		—		(595)		—
Tax receivable agreement liability	—	—		—		—		—		(4,582)		—		—		(4,582)		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—		—		—		—		—		102,596		102,596		(102,596)
Balance as of June 30, 2024	29,847,338	$	3	51,908,422		$	5	$	—	$	36,258	$	4,848	$	(766,719)	$	(725,605)	$	516,489
Distributions to non-controlling interests	—	—		—		—		—		—		—		(8,696)		(8,696)		—
Stock-based compensation	—	—		—		—		—		5,634		—		—		5,634		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—		—		—		2,674		—		—		2,674		—
Net loss	—	—		—		—		—		—		—		(42,060)		(42,060)		(43,414)
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	921,594	—		—		—		—		—		—		—		—		—
Class A common stock issued pursuant to Class B common stock exchanges	51,908,422	5		(51,908,422)		(5)		—		—		—		—		—		—
Unrealized loss on derivative - interest rate swap		—		—		—		—		—		(2,279)		—		(2,279)		—
Tax receivable agreement liability		—		—		—		—		12,248		—		—		12,248		—
Adjustment of redeemable non-controlling interests to redemption value		—		—		—		—		123,542		—		349,533		473,075		(473,075)
Balance as of September 30, 2024	82,677,354	$	8	$	—	$	—	$	—	$	180,356	$	2,569	$	(467,942)	$	(285,009)	$	—


Contribution to Holdings for share-based compensation	12,565	—
Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Management Agreement	(98,508)	—
Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off	(1,542)	—


	Useful Life	September 30, 2025		December 31, 2024
Machinery and equipment	5- 10 years	$	—	$	38,012
Furniture and fixtures	3 - 5 years	—		33
Computer equipment	3 - 5 years	—		46
Leasehold improvements	Shorter of lease term or estimated useful life	—		11,711
Vehicles	5 years	—		88
Software	1- 3 years	—		1,718
Construction in progress		—		2,664
Total gross property and equipment		—		54,272
Less: Accumulated depreciation and amortization		—		(30,824)
Property and equipment, net		$	—	$	23,448


COMPOSECURE, INC.
Notes to Consolidated Financial Statements (Unaudited)
($ amounts in thousands, except share data)


	September 30, 2025		December 31, 2024
Raw materials	$	—	$	46,109
Work in process	—		1,024
Finished goods	—		505
Inventory reserve	—		(2,805)
Total	$	—	$	44,833


Recognition of equity method investment in CompoSecure Holdings, L.L.C., subsequent to the Spin-Off	$	—
Earnings in equity method investment	14,844
Share-based compensation granted at Holdings	1,870
Equity method investment in CompoSecure Holdings, L.L.C. at March 31, 2025	16,714
Earnings in equity method investment	38,909
Share-based compensation granted at Holdings	5,049
Distribution to CompoSecure, Inc.	(15,933)
Equity method investment in CompoSecure Holdings, L.L.C at June 30, 2025	44,739
Earnings in equity method investment	39,637
Share-based compensation granted at Holdings	5,646
Distributions to CompoSecure, Inc.	(5,726)
Equity method investment in CompoSecure Holdings, LLC. at September 30, 2025	$	84,296


	September 30, 2025
Current assets	$	248,691
Noncurrent assets	32,911
Total assets	281,602

Current liabilities	70,721
Noncurrent liabilities	180,065
Total liabilities	250,786
Total members' equity	30,816
Total liabilities and members' equity	$	281,602


	Three Months Ended September 30, 2025		Period from February 28, 2025 through September 30, 2025
Net sales	$	120,865	$	284,522
Cost of sales	49,538		118,596
Gross profit	71,327		165,926
Operating expenses:
Selling, general and administrative expenses	29,610		67,469
Income from operations	41,717		98,457

Other income (expense):
Interest expense	(3,371)		(8,438)
Interest income	1,458		3,761
Amortization of deferred financing costs	(167)		(390)
Total other expense, net	(2,080)		(5,067)
Income before income taxes	39,637		93,390
Income tax expense	—		—
Net income	$	39,637	$	93,390


	September 30, 2025		December 31, 2024
Term loan balance	$	—	$	197,500
Less: current portion of term loan (scheduled payments)	—		(11,250)
Less: net deferred financing and discount costs	—		(1,861)
Total long term debt	$	—	$	184,389



	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025	6,216,661	$	7.67
Granted	1,355,148	14.68
Spin-Off Adjustments	783,008	13.34
Vested	(2,432,230)	6.71
Forfeited	(106,519)	6.51
Nonvested at September 30, 2025	5,816,068	$	10.49


	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2025	2,275,671	$	12.39	8.8	$	6,699
Granted	295,697	13.89		9.3	1,228
Spin-Off Adjustments	377,524	10.79		8.8	348
Exercised	(197,746)	4.40		3.9	2,749
Outstanding at September 30, 2025	2,751,146	$	11.43	8.7	$	31,682

Vested and exercisable at September 30, 2025	215,000	$	3.69	3.7	$	3,683


			Number of Shares
Outstanding at January 1, 2025			328,580
Spin-Off Adjustment			55,737
Vested			(384,317)
Nonvested at September 30, 2025			—


	Level 1		Level 2		Level 3		Total
September 30, 2025
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	—	$	—
Liabilities Carried at Fair Value:
Warrants	$	41,427	$	—	$	—	$	41,427
Earnout consideration	—		—		—		—
December 31, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,749	$	—	$	2,749
Liabilities Carried at Fair Value:
Warrants	$	104,231	$	—	$	—	$	104,231
Earnout consideration	—		—		20,533		20,533


	Warrant Liabilities
Estimated fair value at December 31, 2024	$	104,231
Revaluation of warrant liability	152,782
Settlement of exercise of warrants	(215,586)
Estimated fair value at September 30, 2025	$	41,427


	Earnout Consideration Liability
Estimated fair value at December 31, 2024	$	20,533
Change in fair value of Phase two on achievement date	57,101
Settlement of Phase two on September 08, 2025	(77,634)
Estimated fair value at September 30, 2025	$	—


2025 (excluding the nine months ended September 30, 2025)	$	821
2026	15,282
2027	15,469
2028	15,728
2029	16,002
Later years	205,918
Total Payments	$	269,220


	Three Months Ended September 30, 2025
	Corporate		Equity Method Investment in CompoSecure Holdings, LLC.		Elimination of Unconsolidated Affiliate		Consolidated Total of CompoSecure, Inc.

Net sales	$	—	$	120,865	$	(120,865)	$	—
Cost of sales	—		49,538		(49,538)		—
Gross profit	—		71,327		(71,327)		—

Selling, general and administrative expenses	9,939		29,610		(29,610)		9,939
(Loss) income from operations	(9,939)		41,717		(41,717)		(9,939)

Other income (expense):
Change in fair value of earnout consideration liability	(57,610)		—		—		(57,610)
Revaluation of warrant liability	(117,267)		—		—		(117,267)

Interest expense	—		(3,371)		3,371		—
Interest income	287		1,458		(1,458)		287
Amortization of deferred financing costs	—		(167)		167		—
Total other expenses, net	(174,590)		(2,080)		2,080		(174,590)
(Loss) Income before income taxes	(184,529)		39,637		(39,637)		(184,529)
Income tax expense	(29,804)		—		—		(29,804)
Net (loss) income	$	(214,333)	$	39,637	$	(39,637)	$	(214,333)
Earnings in CompoSecure Holdings, LLC. equity method investment	39,637						39,637
Net loss of CompoSecure, Inc.	$	(174,696)					$	(174,696)

Capital expenditures related to segment assets	$	—	$	1,388	$	(1,388)	$	—


	Nine Months Ended September 30, 2025
	Corporate		Equity Method Investment in CompoSecure Holdings, LLC.		Elimination of Unconsolidated Affiliate		Consolidated Total of CompoSecure, Inc.

Net sales	$	59,824	$	284,522	$	(284,522)	$	59,824
Cost of sales	31,075		118,596		(118,596)		31,075
Gross profit	28,749		165,926		(165,926)		28,749

Selling, general and administrative expenses	35,300		67,469		(67,469)		35,300
(Loss) income from operations	(6,551)		98,457		(98,457)		(6,551)

Other income (expense):
Change in fair value of earnout consideration liability	(57,101)		—		—		(57,101)
Revaluation of warrant liability	(152,782)		—		—		(152,782)

Interest expense	(1,688)		(8,438)		8,438		(1,688)
Interest income	523		3,761		(3,761)		523
Amortization of deferred financing costs	(74)		(390)		390		(74)
Total other expenses, net	(211,122)		(5,067)		5,067		(211,122)
(Loss) income before income taxes	(217,673)		93,390		(93,390)		(217,673)
Income tax expense	(55,046)		—		—		(55,046)
Net (loss) income	$	(272,719)	$	93,390	$	(93,390)	$	(272,719)
Earnings in CompoSecure Holdings, LLC. equity method investment	93,390						93,390
Net loss of CompoSecure, Inc.	$	(179,329)					$	(179,329)


Total assets	$	505,475	281,602		(281,602)		$	505,475
Total liabilities	$	(353,006)	(250,786)		250,786		$	(353,006)
Capital expenditures related to segment assets	$	387	3,799		(3,799)		$	387


Effective Dates	Notional Amount		Fixed Rate
	($ in thousands)
December 5, 2023 through December 22, 2025	$	125,000	1.90	%


Exhibit No.						Description
10.1*+						A mended and Restated CompoSecure, Inc. Non-Employee Director Compens ation Po licy, effective September 23, 2025.

1 0.2*+						C ompoSecure, Inc. Executive Severance Plan, adopted October 2025.



1 0.3 *+						O ffer Letter betwee n CompoSecure , L.L.C. and Mary Holt, dated October 9, 2025

31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						The following materials from CompoSecure, Inc.'s Form 10-Q for the quarter ended September 30, 2025, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024, (ii) Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (iv) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (v) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2025 and September 30, 2024, and (vi) Notes to Consolidated Financial Statements - Unaudited.

104						Cover Page Interactive Data File (embedded within the inline XBRL document)


+			Indicates management contract or compensatory plan or arrangement.


†			Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

††			The Company has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.