Statement of Ownership (sc 13g)
February 09 2021 - 4:57PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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(Amendment
No. )*
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First
Republic Bancorp., Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
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(Title
of Class of Securities)
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760416107
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(CUSIP
Number)
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December 31,
2020
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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 13G is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1
of 8 Pages)
______________________________
* 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 (the "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).
CUSIP
No. 760416107
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13G
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Page 2
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
Camden Asset Management, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(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
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.94%
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12
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP
No. 760416107
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13G
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Page 3
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
John Wagner
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(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]
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,499,974 shares of Common Stock issuable
upon conversion of shares of convertible preferred stock
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
9.94%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 760416107
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13G
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Page 4
of 8 Pages
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Item
1(a).
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NAME
OF ISSUER.
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The
name of the issuer is First Republic Bancorp., Inc. (the "Company").
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Item
1(b).
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ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The
Company's principal executive offices are located at 50 South 16th Street Philadelphia, Pennsylvania 19102.
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Item
2(a).
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NAME
OF PERSON FILING:
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This
statement is filed by:
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(i)
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Camden Asset Management, L.P.
(the "Investment Manager"), a California limited partnership and the investment manager of certain funds
and accounts (collectively, the "Camden Funds"), with respect to the shares of Common Stock (as defined
in Item 2(d) below) issuable upon conversion of shares of convertible preferred stock directly held by the Camden
Funds; and
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(ii)
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John
Wagner ("Mr. Wagner"), the managing partner and chief investment officer of the Investment Manager,
with respect to the shares of Common Stock issuable upon conversion of shares of convertible preferred stock directly held
by the Camden Funds.
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The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
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The
filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person
is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.
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Item
2(b).
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The
address of the business office of each of the Reporting Persons is 2029 Century Park East Suite 2010 Los Angeles,
CA 90067-4007.
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The
Investment Manager is a California limited partnership. Mr. Wagner is a citizen of the United States.
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Item
2(d).
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TITLE
OF CLASS OF SECURITIES:
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Common
Stock, par value $0.01 per share (the "Common Stock").
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Item
2(e).
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CUSIP
NUMBER:
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760416107
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CUSIP
No. 760416107
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13G
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Page 5
of 8 Pages
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
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(a)
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¨
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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x
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Investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee benefit
plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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Parent holding
company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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Savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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Church plan that is excluded from
the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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Non-U.S.
institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
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The information required by Items
4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated
herein by reference.
The percentages set forth herein
are calculated based upon 58,859,778 shares of Common Stock outstanding as of November 6, 2020, as reported by the
Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the
Securities and Exchange Commission on November 9, 2020, and assumes the conversion of the reported shares of convertible
preferred stock.
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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Not
applicable.
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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See
Item 2.
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CUSIP
No. 760416107
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13G
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Page 6
of 8 Pages
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not
applicable.
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Item
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not
applicable.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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Not
applicable.
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Each
of the Reporting Persons hereby makes the following certification:
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By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and were not acquired 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.
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CUSIP
No. 760416107
|
13G
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Page 7
of 8 Pages
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SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: February [•], 2021
CAMDEN ASSET MANAGEMENT, L.P.
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By:
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/s/ Maureen
Ocampo
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Name:
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Maureen Ocampo,
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Title:
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Chief Compliance Officer
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/s/
Jonn Wagner
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JOHN WAGNER
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CUSIP
No. 760416107
|
13G
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Page 8
of 8 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: February [•], 2021
CAMDEN ASSET MANAGEMENT, L.P.
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By:
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/s/ Maureen
Ocampo
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Name:
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Maureen Ocampo,
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Title:
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Chief Compliance Officer
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/s/
Jonn Wagner
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JOHN WAGNER
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