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OMB
APPROVAL
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OMB
NUMBER: 3235-0145
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Expires:
October 31, 2002
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Estimated
average burden Hours per
response…14.9
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SCHEDULE
13D
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IONATRON,
INC.
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(Name
of Issuer)
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COMMON
STOCK, $.001 PAR VALUE
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(Title
of Class of Securities)
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462070
10 3
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(CUSIP
Number)
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Brad
L. Shiffman, Esq.
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Blank
Rome LLP
405
Lexington Avenue
New
York, New York 10174
(212)
885-5000
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(Name,
Address and Telephone Number of Person
Authorized
to receive Notice and
Communications)
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May
9, 2007
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(Date
of Event which Requires Filing of this
Statement)
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CUSIP
NO. 902939
10 7
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1.
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NAMES
OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
Robert
Howard
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
o
(B)
o
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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)
N/A
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or
2(E) o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7.
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SOLE
VOTING POWER*
13,270,862
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BENEFICIALLY
OWNED
BY
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8.
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SHARED
VOTING POWER
2,875,000
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EACH
REPORTING
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9.
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SOLE
DISPOSITIVE POWER*
13,270,862
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PERSON
WITH
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10.
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SHARED
DISPOSITIVE POWER
2,875,000
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,145,862
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
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14.
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TYPE
OF REPORTING PERSON*
IN
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Item
7.
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Material
to be filed as Exhibits.
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/s/
Robert Howard
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Robert
Howard
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1.
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Seller
appoints RBC Dain Rauscher, Inc. (“RBC Dain”) to sell shares of Stock
pursuant to the terms and conditions of this Plan and RBC Dain accepts
such appointment subject to such terms and
conditions.
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a.
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Starting
on the date which is 1 day from the adoption of this Plan (the “Start
Date”), RBC Dain will effect the sale on the NASDAQ National Market System
(the “Principal Market”) of the Authorized shares of stock as set forth in
Exhibit A attached hereto on any trading day or days on which the
Principal Market is open and the Stock trades regular way on the
Principal
Market during the Designated Sale Period and at a Minimum Net Limit
Price.
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b.
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Subject
to Exhibit
A
attached hereto, RBC Dain will sell the number of shares of Stock
determined in accordance with Exhibit
A
attached hereto under ordinary principles of best execution price.
Within
the guidelines of Exhibit
A,
RBC Dain may use its discretion regarding when and what number of
shares
it sells on any given day during any given Designated Sale Period
(as
defined in Exhibit
A)
.
In particular, at the discretion of RBC Dain, shares allocated under
the
Plan for sale on a given day or date in a Designated Sale Period
may be
sold in bulk or in smaller increments, depending upon market demand
and
the Minimum Net Limit Price.
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2.
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The
Plan will terminate on the earliest
of:
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a.
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August
31, 2008; or
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b.
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the
completion of all sales contemplated in Section 1 of the Plan;
or
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c.
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RBC
Dain’ receipt of notice of the death or mental incapacity of Seller;
or
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d.
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RBC
Dain’ receipt of written notice of termination by the Seller, certifying
Seller’s desire to terminate the Plan and that Seller has consulted with
his own legal advisors about the termination of the Plan;
or
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e.
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the
public announcement of a public offering or other distribution of
securities by the Issuer in connection with a merger, acquisition,
tender,
or exchange offer, or other business combination resulting in the
exchange
or conversion of the shares of the Issuer into shares of a company
other
than the Issuer; or
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f.
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the
receipt of written notice from Seller to terminate this
Plan.
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3.
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Seller
represents and agrees that he will not, for his own account on any
account
in which he has an economic interest, make any other open market
sales of
Stock, under Rule 144 or otherwise, at any time commencing from the
date
hereof and ending on the trading day after the Expiration Date (as
defined
in Exhibit
A).
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4.
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The
Plan shall be suspended (a “Plan Suspension”) immediately upon receipt by
RBC Dain of written notice from Seller stating that Issuer has imposed
trading restrictions on Seller that do not permit the execution of
the
Plan or a similar notice (“Issuer Restrictions”). RBC Dain will resume
sales in accordance with Section 1, above, on the next day specified
in
the Plan after receiving written notice by the Seller stating that
the
relevant Issuer Restrictions have terminated.
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5.
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Notwithstanding
Sections 2 and 3, no termination or Plan Suspension will apply to
orders
placed by RBC Dain prior to the receipt by RBC Dain of notice of
the event
giving rise to the termination or Plan
Suspension.
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6.
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Seller
understands that RBC Dain may not be able to effect a sale of the
Stock
due to a market disruption or a legal, regulatory or contractual
restriction applicable to RBC Dain. If any sale of the Stock cannot
be
executed as required by Section 1 due to any such event, RBC Dain
shall
effect such sale as promptly as practical after the cessation or
termination of such event.
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7.
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Rule
144 and Rule 145.
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a.
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Subject
to receiving all necessary information from and signatures of Seller
thereon, Seller requests and authorizes RBC Dain to complete and
file on
Seller’s behalf the Forms 144 necessary to effect the Plan, if
any.
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b.
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Seller
understands and agrees that RBC Dain will make the
proper Form 144 filings for each sale,
commencing with the date of the first sale made under the Plan, and
that
each Form 144 will state that the sales are being effected in accordance
with a sales plan intended to comply with Rule 10b5-1.
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c.
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RBC
Dain will conduct sales pursuant to Rule 144 and Rule 145, including
applying Rule 144 volume limitations as if the sales under the Plan
were
the only sales subject to the volume
limitations.
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8.
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RBC
Dain has no obligation with respect to whether this Plan meets the
provisions of Rule 10b5-1, and Seller hereby agrees to indemnify
and hold
harmless RBC Dain and its directors, officers, employees and affiliates
from and against any and all claims, losses, damages and liabilities
arising out of (a) any breach by Seller of the Plan or Seller’s violation
of applicable law, (b) RBC Dain’ taking of actions or omission to take
actions in compliance with the Plan, including its exercise of discretion
in compliance with the Plan, and (c) investigations, inquiries and/or
proceedings resulting from assertions that the Plan or sales made
under
the Plan do not comply with Rule 10b5-1 or with state securities
laws or
regulations prohibiting trading while in possession of material nonpublic
information.
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9.
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The
Plan may be modified or amended only upon the written agreement of
Seller
and RBC Dain and upon the receipt by RBC Dain of a certification
by the
Seller that the representations, warranties and covenants contained
in the
attached Client Representation Letter (incorporated herein by reference)
are true and accurate as of the date of such modification or
amendment.
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10.
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The
Plan may be signed in counterparts, each of which will be considered
an
original.
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11.
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Neither
party will assign his/her rights or obligations under the Plan without
the
written consent of the other party.
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12.
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The
Plan, the attached Exhibit
A
and Client Representation Letter constitute the entire agreement
and Plan
between the Seller and RBC Dain and supercede any prior agreements
or
understandings regarding the Plan. The invalidity or unenforceability
of
any provision of the Plan will not affect the validity or enforceability
of any other provision.
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13.
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Any
and all notice required or permitted by this Plan will be deemed
sufficient if in writing and if actually delivered or sent by certified
mail (postage prepaid and return receipt requested), by a recognized
overnight mail service or by a recognized courier
service:
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a.
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If
to RBC Dain:
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b.
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If
to Seller:
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·
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1,500,000
shares of IOTN (Ionatron, Inc.)
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1.
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A
true and accurate copy of the Plan is
attached.
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2.
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I
am entering into the Plan in good faith, in compliance with the
requirements of Rule 10b5-1, and not as part of a plan or scheme
to evade
the prohibitions of Rule 10b5-1 or other federal securities laws.
As of
the date hereof, I am not aware of any material nonpublic information
about Brightpoint, Inc., an Indiana corporation (the “Issuer”) or its
securities.
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3.
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I
have consulted with my own advisors as to the legal, tax, business
and
financial aspects of, and have not relied on RBC Dain in connection
with
my adoption and implementation of the Plan. After consultation with
such
advisors, I confirm that the Plan meets the requirements of 10b5-1.
I
acknowledge that RBC Dain is not acting as a fiduciary or an advisor
for
me.
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4.
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I
own all of the shares that are subject to the Plan free and clear
of
liens, encumbrances, or other limitations on disposition of any
kind.
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5.
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While
the Plan is in effect, I agree
that:
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b.
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I
will notify RBC Dain in advance of any sales or purchases of, or
derivative transactions on, any of the Issuer’s securities that I propose
to make outside of the Plan.
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6.
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I
further agree that, while the Plan is in effect, I will not exercise
any
subsequent influence over how, when or whether sales are effected
under
the Plan, and I will not disclose to any person at RBC Dain effecting
sales under the Plan for me any information concerning the Issuer
or its
securities that might influence the execution of the Plan, including
any
material, nonpublic information concerning the Issuer or its
securities.
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7.
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Compliance
with insider trading policies.
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a.
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I
confirm that the Plan does not violate the Issuer’s insider trading
policies.
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b.
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I
confirm that I have informed the Issuer of the existence and provisions
of
the Plan, and, if necessary under the Issuer’s insider trading policies,
authorized representatives of the Issuer have approved the Plan and
been
provided with a copy of the Plan.
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8.
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I
agree to make or cause to be made in a timely manner all necessary
filings
applicable to me, including Rule 144 filings, filings pursuant to
Sections
13 and 16 of the Exchange Act, and any other filings necessary pursuant
to
the Securities Act of 1933, as amended (the “Securities Act”) and the
Exchange Act.
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9.
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The
execution and delivery of the Plan by me, and the transactions
contemplated by the Plan, will not contravene any provision of applicable
law or any agreement or other instrument binding on any of my affiliates
or me, or any judgment, order or decree of any governmental body
having
jurisdiction over any of my affiliates or
me.
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10.
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I
agree to give RBC Dain notice as soon as possible of (a) any subsequent
legal, contractual or regulatory restrictions imposed on me due to
changes
in the securities (or other) laws, contractual restrictions, or
anticipated or changed events, that would prevent RBC Dain or me
from
complying with the Plan and (b) the occurrence of any event that
could
cause the Plan to terminate or be suspended under Section 2 or Section
3
of the Plan.
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11.
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Compliance
with Rule 144 and Rule 145
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a.
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I
understand and agree that if I am an affiliate or control person
for
purposes of Rule 144 under the Securities Act, or if the securities
subject to the Plan are restricted securities subject to limitations
under
Rule 144 or eligible for resale under Rule 145, then all sales of
securities under the Plan will be in accordance with the applicable
provisions of Rule 144. I represent that all shares to be sold under
the
Plan are eligible for sale under Rule 144 or Rule
145.
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b.
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I
agree:
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(i)
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to
promptly sign and deliver to RBC Dain the Forms 144 that RBC Dain
may
request in connection with the Plan, and to note on such Forms that
“This
proposed sale is made pursuant to a plan intended to comply with
Rule
10b5-1, previously adopted on May 9, 2007, and the representation
below
regarding seller’s knowledge of material information speaks as of that
plan adoption date”; and
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(ii)
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not
to take, and to cause any person or entity with which I would be
required
to aggregate sales pursuant to paragraph (a)(2) or (e) of Rule 144
not to
take, any action that would cause the sales of securities under the
Plan
not to meet all the applicable requirements of Rule 144 or Rule
145.
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