Exhibit
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3.1
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Restated Certificate of Incorporation of Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 3(i)(a) to CDTis Annual report on Form 10-K
(SEC file number 000-27432)
for the year ended December 31, 2006 and filed on March 30, 2007).
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3.2
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Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(i)(b) to CDTis Registration Statement on Form S-1 (
SEC file number
333-144201) dated on June 29, 2007).
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3.3
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Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to CDTis Post-Effective Amendment No. 1 to Form S-4 on Form S-3 (
SEC file number
333-166865) filed on November 10, 2010).
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3.4
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Certificate of Amendment of Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on May 24, 2012).
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3.5
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By-Laws of Clean Diesel Technologies, Inc. as amended through November 6, 2008 (incorporated by reference to Exhibit 3.1 to CDTis Quarterly Report on Form 10-Q
(SEC file number 001-33710)
filed on November 10, 2008).
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4.1
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Specimen of Certificate for Clean Diesel Technologies, Inc. Common Stock (incorporated by reference to Exhibit 4.1 to CDTis Post-Effective Amendment No. 1 to Form S-4 on Form S-3 (
SEC file number
333-166865) filed on November 10, 2010).
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4.2
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Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to CDTis Current Report on Form 8-K
SEC file number 001-33710)
filed on July 3, 2013).
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10.1*
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Joint Research Agreement on Zero Precious Group Metal Catalyst, dated June 8, 2010, between Honda R&D Co., Ltd. and Catalytic Solutions, Inc. and extended by the Memorandum of Joint Research Agreement on Zero Precious Group Metal Catalyst, dated April 1, 2012, between Honda R&D Co., Ltd. and Catalytic Solutions, Inc.
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10.2
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Loan Commitment Letter, dated December 30, 2010, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on January 5, 2011) as amended by the Amendment of Clean Diesel Technologies Inc.s Loan Agreement dated December 30, 2010 between Kanis S.A. and Clean Diesel Technologies, Inc., dated January 30, 2013 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 1, 2013).
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10.3
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Form of $1,500,000 Promissory Note Dated December 30, 2010 (incorporated by reference to Schedule A to Loan Commitment Letter filed as Exhibit 10.1 to CDTis current report on Form 8-K
(SEC file number 001-33710)
filed on January 5, 2011).
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10.4
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Form of Agreement of Sale of Accounts and Security Agreement, dated February 14, 2011 between Faunus Group International, Inc. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 16, 2011) as amended by the Omnibus Amendment to Sale of Accounts and Security Agreements and Guaranty Agreement dated August 15, 2012, among Clean Diesel Technologies, Inc., certain of its subsidiaries and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 21, 2012).
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10.5
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Form of Agreement Guaranty, dated February 14, 2011 between Faunus Group International, Inc. and Clean Diesel Technologies, Inc., Clean Diesel International LLC, Catalytic Solutions, Inc., Engine Control Systems, Ltd., Engine Control Systems Limited, Clean Diesel Technologies Limited, Engine Control Systems Europe AB, ECS Holdings, Inc., Catalytic Solutions Holdings, Inc. and CSI Aliso, Inc. (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 16, 2011) as amended by the Omnibus Amendment to Sale of Accounts and Security Agreements and Guaranty Agreement dated August 15, 2012, among Clean Diesel Technologies, Inc., certain of its subsidiaries and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 21, 2012).
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10.6
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Subordinated Convertible Notes Commitment Letter, dated April 11, 2011, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on April 13, 2011).
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10.7
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Form of $3,000,000 promissory note, dated April 11, 2011 (included as Schedule B to Subordinated Convertible Notes Commitment Letter filed as Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on April 13, 2011) as amended by the Amendment of 8% Subordinated Convertible Promissory Note between Clean Diesel Technologies, Inc. and Kanis S.A., dated February 16, 2012 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 17, 2012), further amended by the Second Amendment of 8% Convertible Promissory Note, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.3 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 2, 2012), further amended by the Letter Agreement between Kanis S.A. and Clean Diesel Technologies, Inc. effective January 30, 2013 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 1, 2013)
and further amended by the Letter Agreement, dated March 21, 2014, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on March 27, 2014).
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10.8
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Form of Warrant issued to Kanis S.A., dated February 16, 2012 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on February 17, 2012).
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10.9
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Form of Warrant issued on July 5, 2011 to the underwriters named in the Underwriting Agreement, dated June 28, 2011, by and among Clean Diesel Technologies, Inc., the selling stockholders named therein, and Roth Capital Partners, LLC, as the representative of the underwriters (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on July 1, 2011).
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10.10
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Form of Purchase Agreement, dated October 7, 2011, by and among Clean Diesel Technologies, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on October 11, 2011).
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10.11
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Form of Registration Rights Agreement, dated October 7, 2011, by and among Clean Diesel Technologies, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 of CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on October 11, 2011).
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10.12
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Loan Commitment Letter, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 2, 2012).
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10.13
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Form of $3,000,000 Promissory Note, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 2, 2012).
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10.14
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Form of Warrant issued to Kanis S.A., dated July 27, 2012 (incorporated by reference to Exhibit 10.4 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on August 2, 2012).
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10.15
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Joint Venture Agreement, dated February 19, 2013, between Pirelli & C. Ambiente SpA and Clean Diesel Technologies, Inc. (certain portions of the agreement have been redacted and filed separately with the SEC pursuant to a request for confidential treatment, which has been granted) (incorporated by reference to Exhibit 10.1 to CDTis Amendment No. 2 to Current Report on Form 8-K (SEC file number 001-33710) filed on May 16, 2013).
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10.16*
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Eco Emission Enterprise srl Liquidation letter, dated November 21, 2013, between Pirelli & C. Ambiente SpA and Clean Diesel Technologies, Inc.
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10.17
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Letter Agreement with Kanis S.A. dated June 28, 2013 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on June 28, 2013).
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10.18
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Warrant issued to Kanis S.A., dated July 3, 2013 (incorporated by reference to Exhibit 99.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on July 3, 2013).
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10.19
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Letter Agreement with Derek Gray dated June 28, 2013 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on June 28, 2013).
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10.20
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Form of Underwriter Warrant (incorporated by reference to Exhibit 99.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on July 3, 2013).
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10.21
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Employment Agreement dated March 25, 2014, between Pedro J. Lopez-Baldrich and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on March 27, 2014).
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10.22*
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Employment Agreement dated March 25, 2014, between Christopher J. Harris and Clean Diesel Technologies, Inc.
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10.23
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Employment Agreement dated March 8, 2012, between R. Craig Breese and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.21 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 29, 2012).
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10.24*
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Separation Agreement and Release dated January 24, 2014, between R. Craig Breese and Clean Diesel Technologies, Inc.
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10.25
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Employment Agreement, dated May 2, 2012, between Nikhil A. Mehta and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on May 7, 2012).
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10.26
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Employment Agreement, dated October 17, 2006, between Stephen J. Golden, Ph.D., and CSI (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to CDTis Registration Statement on Form S-4/A (
SEC file number 001-33710
) filed on August 30, 2010).
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10.27
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Stock Incentive Plan as amended through May 23, 2012 (incorporated by reference to Appendix A to CDTis Definitive Proxy Statement
(SEC file number 001-33710)
filed on April 23, 2012).
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10.28
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Form of U.S. Participant Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.3 to CDTis Form 10-Q
(SEC file number 001-33710)
filed on August 9, 2012).
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10.29
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Form of Non-U.S. Participant Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.4 to CDTis Form 10-Q
(SEC file number 001-33710)
filed on August 9, 2012).
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10.30
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Form of Non-Employee Director Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.5 to CDTis Form 10-Q
(SEC file number 001-33710)
filed on August 9, 2012).
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10.31
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Form of U.S. Participant Notice of Grant of Restricted Share Units and Agreement (incorporated by reference to Exhibit 10.6 to CDTis Form 10-Q
(SEC file number 001-33710)
filed on August 9, 2012).
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10.32
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Form of Non-U.S. Participant Notice of Grant of Restricted Share Units and Agreement (incorporated by reference to Exhibit 10.7 to CDTis Form 10-Q
(SEC file number 001-33710)
filed on August 9, 2012).
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10.33
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Management Short Term Incentive Plan (incorporated by reference to Exhibit 10.3 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on June 13, 2011).
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10.34
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Executive Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K
(SEC file number 001-33710)
filed on December 18, 2012).
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10.35
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New Employee Inducement Award Nonqualified Stock Option granted to Robert Craig Breese, dated March 8, 2012 (incorporated by reference to Exhibit 10.36 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 29, 2012).
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10.36
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New Employee Inducement Award Restricted Share Units granted to Robert Craig Breese, dated March 8, 2012 (incorporated by reference to Exhibit 10.37 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 29, 2012).
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10.37*
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Second Purchase and Sale Agreement, dated December 18, 2009, between Tanaka Kikinzoku Kogyo Kabushiki Kaisha and Catalytic Solutions, Inc.
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10.38*
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Purchase and Sale Agreement and the Amendment to Purchase and Sale Agreement, each dated December 22, 2008, between Tanaka Kikinzoku Kogyo Kabushiki Kaisha and Catalytic Solutions, Inc.
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10.39*
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New Shareholders Agreement, dated December 18, 2009, between Tanaka Holdings Kabushiki Kaisha, Tanaka Kikinzoku Kogyo Kabushiki Kaisha, Catalytic Solutions, Inc. and TC Catalyst, Inc.
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10.40*
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Consulting Option Agreement, dated December 18, 2009, between Tanaka Kikinzoku Kabushiki Kaisha, Dr. Stephen Golden and Catalytic Solutions, Inc.
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21*
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Subsidiaries of Clean Diesel Technologies, Inc.
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23*
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
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24.1*
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Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
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31.1*
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Certification of Pedro J. Lopez-Baldrich pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Nikhil A. Mehta pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32**
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Taxonomy Extension Schema Document.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document.
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