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8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 WESTERN DIVISION 11 12 ROSENTHAL & ROSENTHAL OF CASE NO. 2:19-cv-10315-SVW-MAA

CALIFORNIA, INC,

13 Hon. Stephen V. Wilson, Courtroom Plaintiff, 10A 14 v. STIPULATION AND PROTECTIVE 15 ORDER HILCO TRADING, LLC d/b/a HILCO 16 GLOBAL and ERIC W. KAUP, an individual, 17 Defendants. 18 19

20 21 Plaintiff Rosenthal & Rosenthal of California, Inc. (“Plaintiff”) and 22 Defendants Hilco Trading, LLC d/b/a Hilco Global and Eric W. Kaup 23 (“Defendants,” and together with Plaintiff the “Parties”) hereby agree and stipulate 24 as follows: 25 1. PURPOSES AND LIMITATIONS 26 Discovery in this action is likely to involve production of confidential, 27 proprietary or private information for which special protection from public 1 warranted. Accordingly, the Parties hereby stipulate to and petition the Court to 2 enter the following Stipulated Protective Order. 3 The Parties acknowledge that this Order does not confer blanket protections 4 on all disclosures or responses to discovery and that the protection it affords from 5 public disclosure and use extends only to the limited information or items that are 6 entitled to confidential treatment under the applicable legal principles. 7 2. GOOD CAUSE STATEMENT 8 This action is likely to involve trade secrets, customer and pricing lists, and 9 other valuable commercial, financial, technical and/or proprietary information for 10 which special protection from public disclosure and from use for any purpose other 11 than prosecution of this action is warranted. 12 These confidential and proprietary materials and information consist of, 13 among other things, confidential business or financial information, information 14 regarding confidential business practices, and other confidential commercial 15 information (including information implicating privacy rights of third parties), 16 information otherwise generally unavailable to the public, or which may be 17 privileged or otherwise protected from disclosure under state or federal statutes, 18 court rules, case decisions, or common law. 19 Accordingly, to expedite the flow of information, to facilitate the prompt 20 resolution of disputes over confidentiality of discovery materials, to adequately 21 protect information the parties are entitled to keep confidential, to ensure that the 22 parties are permitted reasonable necessary uses of such material in preparation for 23 and in the conduct of trial, to address their handling at the end of the litigation, and 24 serve the ends of justice, a protective order for such information is justified in this 25 matter. It is the intent of the Parties that information will not be designated as 26 confidential for tactical reasons and that nothing be so designated without a good 27 faith belief that it has been maintained in a confidential, non-public manner, and 1 3. ACKNOWLEDGMENT OF UNDER SEAL FILING PROCEDURE 2 The Parties further acknowledge, as set forth in Section 14.3, below, that this 3 Stipulated Protective Order does not entitle them to file confidential information 4 under seal; Local Civil Rule 79-5 sets forth the procedures that must be followed 5 and the standards that will be applied when a party seeks permission from the court 6 to file material under seal. There is a strong presumption that the public has a right 7 of access to judicial proceedings and records in civil cases. In connection with non- 8 dispositive motions, good cause must be shown to support a filing under seal. See 9 Kamakana v. City and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), 10 Phillips v. Gen. Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar- 11 Welbon v. Sony Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even 12 stipulated protective orders require good cause showing), and a specific showing of 13 good cause or compelling reasons with proper evidentiary support and legal 14 justification, must be made with respect to Protected Material that a party seeks to 15 file under seal. The Parties’ mere designation of Disclosure or Discovery Material 16 as CONFIDENTIAL does not—without the submission of competent evidence by 17 declaration, establishing that the material sought to be filed under seal qualifies as 18 confidential, privileged, or otherwise protectable—constitute good cause. 19 Further, if a party requests sealing related to a dispositive motion or trial, then 20 compelling reasons, not only good cause, for the sealing must be shown, and the 21 relief sought shall be narrowly tailored to serve the specific interest to be protected. 22 See Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For 23 each item or type of information, document, or thing sought to be filed or introduced 24 under seal, the party seeking protection must articulate compelling reasons, 25 supported by specific facts and legal justification, for the requested sealing order. 26 Again, competent evidence supporting the application to file documents under seal 27 must be provided by declaration. 1 its entirety will not be filed under seal if the confidential portions can be redacted. 2 If documents can be redacted, then a redacted version for public viewing, omitting 3 only the confidential, privileged, or otherwise protectable portions of the document, 4 shall be filed. Any application that seeks to file documents under seal in their 5 entirety should include an explanation of why redaction is not feasible. 6 4. DEFINITIONS 7 4.1. Action: this pending federal lawsuit captioned “Rosenthal & Rosenthal 8 of California, Inc. v. Hilco Trading, LLC, et al., Case No. 2:19-cv-10315-SVW- 9 MAA.” 10 4.2. Challenging Party: a Party or Non-Party that challenges the 11 designation of information or items under this Order. 12 4.3. “CONFIDENTIAL” Information or Items: information (regardless of 13 how it is generated, stored or maintained) or tangible things that qualify for 14 protection under Federal Rule of Civil Procedure 26(c), and as specified above in 15 the Good Cause Statement. 16 4.4. Counsel: Outside Counsel of Record, In-House Counsel, and support 17 staff. 18 4.5. Designating Party: a Party or Non-Party that designates information or 19 items that it produces in disclosures or in responses to discovery as 20 “CONFIDENTIAL.” 21 4.6. Disclosure or Discovery Material: all items or information, regardless 22 of the medium or manner in which it is generated, stored, or maintained (including, 23 among other things, testimony, transcripts, and tangible things), that are produced or 24 generated in disclosures or responses to discovery. 25 4.7. Expert: a person with specialized knowledge or experience in a matter 26 pertinent to the litigation who has been retained by a Party or its counsel to serve as 27 an expert witness or as a consultant in this Action. 1 4.8. In-House Counsel: attorneys who are employees of a party to this 2 Action. In-House Counsel does not include Outside Counsel of Record or any other 3 outside counsel. 4 4.9. Non-Party: any natural person, partnership, corporation, association or 5 other legal entity not named as a Party to this action. 6 4.10. Outside Counsel of Record: attorneys who are not employees of a 7 party to this Action but are retained to represent a party to this Action and have 8 appeared in this Action on behalf of that party or are affiliated with a law firm that 9 has appeared on behalf of that party, and includes support staff. 10 4.11. Party: any party to this Action, including all of its officers, directors, 11 employees, consultants, retained experts, and Outside Counsel of Record (and their 12 support staffs). 13 4.12. Producing Party: a Party or Non-Party that produces Disclosure or 14 Discovery Material in this Action. 15 4.13. Professional Vendors: persons or entities that provide litigation support 16 services (e.g., photocopying, videotaping, translating, preparing exhibits or 17 demonstrations, and organizing, storing, or retrieving data in any form or medium) 18 and their employees and subcontractors. 19 4.14. Protected Material: any Disclosure or Discovery Material that is 20 designated as “CONFIDENTIAL.” 21 4.15. Receiving Party: a Party that receives Disclosure or Discovery 22 Material from a Producing Party. 23 5. SCOPE 24 The protections conferred by this Stipulation and Order cover not only 25 Protected Material (as defined above), but also (1) any information copied or 26 extracted from Protected Material; (2) all copies, excerpts, summaries, or 27 compilations of Protected Material; and (3) any testimony, conversations, or 1 Any use of Protected Material at trial shall be governed by the orders of the 2 trial judge and other applicable authorities. This Order does not govern the use of 3 Protected Material at trial. 4 6. DURATION 5 Once a case proceeds to trial, information that was designated as 6 CONFIDENTIAL or maintained pursuant to this protective order used or introduced 7 as an exhibit at trial becomes public and will be presumptively available to all 8 members of the public, including the press, unless compelling reasons supported by 9 specific factual findings to proceed otherwise are made to the trial judge in advance 10 of the trial. See Kamakana, 447 F.3d at 1180-81 (distinguishing “good cause” 11 showing for sealing documents produced in discovery from “compelling reasons” 12 standard when merits-related documents are part of court record). Accordingly, the 13 terms of this protective order do not extend beyond the commencement of the trial. 14 7. DESIGNATING PROTECTED MATERIAL 15 7.1. Exercise of Restraint and Care in Designating Material for Protection. 16 Each Party or Non-Party that designates information or items for protection under 17 this Order must take care to limit any such designation to specific material that 18 qualifies under the appropriate standards. The Designating Party must designate for 19 protection only those parts of material, documents, items or oral or written 20 communications that qualify so that other portions of the material, documents, items 21 or communications for which protection is not warranted are not swept unjustifiably 22 within the ambit of this Order. 23 Mass, indiscriminate or routinized designations are prohibited. Designations 24 that are shown to be clearly unjustified or that have been made for an improper 25 purpose (e.g., to unnecessarily encumber the case development process or to impose 26 unnecessary expenses and burdens on other parties) may expose the Designating 27 Party to sanctions. 1 designated for protection do not qualify for protection, that Designating Party must 2 promptly notify all other Parties that it is withdrawing the inapplicable designation. 3 7.2. Manner and Timing of Designations. Except as otherwise provided in 4 this Order, or as otherwise stipulated or ordered, Disclosure of Discovery Material 5 that qualifies for protection under this Order must be clearly so designated before 6 the material is disclosed or produced. 7 Designation in conformity with this Order requires: 8 (a) for information in documentary form (e.g., paper or electronic 9 documents, but excluding transcripts of depositions or other pretrial or trial 10 proceedings), that the Producing Party affix at a minimum, the legend 11 “CONFIDENTIAL” (hereinafter “CONFIDENTIAL legend”), to each page that 12 contains protected material. If only a portion of the material on a page qualifies for 13 protection, the Producing Party also must clearly identify the protected portion(s) 14 (e.g., by making appropriate markings in the margins). 15 A Party or Non-Party that makes original documents available for inspection 16 need not designate them for protection until after the inspecting Party has indicated 17 which documents it would like copied and produced. 18 During the inspection and before the designation, all of the material made 19 available for inspection shall be deemed “CONFIDENTIAL.” After the inspecting 20 Party has identified the documents it wants copied and produced, the Producing 21 Party must determine which documents, or portions thereof, qualify for protection 22 under this Order. Then, before producing the specified documents, the Producing 23 Party must affix the “CONFIDENTIAL legend” to each page that contains Protected 24 Material. If only a portion of the material on a page qualifies for protection, the 25 Producing Party also must clearly identify the protected portion(s) (e.g., by making 26 appropriate markings in the margins). 27 1 (b) for testimony given in depositions that the Designating Party 2 identifies the Disclosure or Discovery Material on the record, before the close of the 3 deposition all protected testimony. 4 (c) for information produced in some form other than documentary 5 and for any other tangible items, that the Producing Party affix in a prominent place 6 on the exterior of the container or containers in which the information is stored the 7 legend “CONFIDENTIAL.” If only a portion or portions of the information 8 warrants protection, the Producing Party, to the extent practicable, shall identify the 9 protected portion(s). 10 7.3. Inadvertent Failures to Designate. If timely corrected, an inadvertent 11 failure to designate qualified information or items does not, standing alone, waive 12 the Designating Party’s right to secure protection under this Order for such material. 13 Upon timely correction of a designation, the Receiving Party must make reasonable 14 efforts to assure that the material is treated in accordance with the provisions of this 15 Order. 16 8. CHALLENGING CONFIDENTIALITY DESIGNATIONS 17 8.1. Timing of Challenges. Any Party or Non-Party may challenge a 18 designation of confidentiality at any time that is consistent with the Court’s 19 Scheduling Order. 20 8.2. Meet and Confer. The Challenging Party shall initiate the dispute 21 resolution process under Local Rule 37-1 et seq., and with Section 4 of Judge 22 Audero’s Procedures (“Mandatory Telephonic Conference for Discovery 23 Disputes”).1 24 8.3. Joint Stipulation. Any challenge submitted to the Court shall be via a 25 joint stipulation pursuant to Local Rule 37-2. 26 27

1Judge Audero’s Procedures are available at https://www.cacs.uscourts.gov/honorable-maria- 1 8.4. The burden of persuasion in any such challenge proceeding shall be on 2 the Designating Party. Frivolous challenges, and those made for an improper 3 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 4 parties), may expose the Challenging Party to sanctions. Unless the Designating 5 Party has waived or withdrawn the confidentiality designation, all parties shall 6 continue to afford the material in question the level of protection to which it is 7 entitled under the Producing Party’s designation until the Court rules on the 8 challenge. 9 9. ACCESS TO AND USE OF PROTECTED MATERIAL 10 9.1. Basic Principles. A Receiving Party may use Protected Material that is 11 disclosed or produced by another Party or by a Non-Party in connection with this 12 Action only for prosecuting, defending or attempting to settle this Action. Such 13 Protected Material may be disclosed only to the categories of persons and under the 14 conditions described in this Order. When the Action has been terminated, a 15 Receiving Party must comply with the provisions of section 15 below (FINAL 16 DISPOSITION). 17 Protected Material must be stored and maintained by a Receiving Party at a 18 location and in a secure manner that ensures that access is limited to the persons 19 authorized under this Order. 20 9.2. Disclosure of “CONFIDENTIAL” Information or Items. Unless 21 otherwise ordered by the court or permitted in writing by the Designating Party, a 22 Receiving Party may disclose any information or item designated 23 “CONFIDENTIAL” only to: 24 (a) the Receiving Party’s Outside Counsel of Record in this Action, 25 as well as employees of said Outside Counsel of Record to whom it is reasonably 26 necessary to disclose the information for this Action; 27 1 (b) the officers, directors, and employees (including In-House 2 Counsel) of the Receiving Party to whom disclosure is reasonably necessary for this 3 Action; 4 (c) Experts (as defined in this Order) of the Receiving Party to 5 whom disclosure is reasonably necessary for this Action and who have signed the 6 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 7 (d) the court and its personnel; 8 (e) court reporters and their staff; 9 (f) professional jury or trial consultants, mock jurors, and 10 Professional Vendors to whom disclosure is reasonably necessary for this Action and 11 who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 12 (g) the author or recipient of a document containing the information 13 or a custodian or other person who otherwise possessed or knew the information; 14 (h) during their depositions, witnesses, and attorneys for witnesses, 15 in the Action to whom disclosure is reasonably necessary provided: (1) the deposing 16 party requests that the witness sign the form attached as Exhibit A hereto; and (2) 17 they will not be permitted to keep any confidential information unless they sign the 18 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise 19 agreed by the Designating Party or ordered by the court. Pages of transcribed 20 deposition testimony or exhibits to depositions that reveal Protected Material may 21 be separately bound by the court reporter and may not be disclosed to anyone except 22 as permitted under this Stipulated Protective Order; and 23 (i) any mediators or settlement officers and their supporting 24 personnel, mutually agreed upon by any of the parties engaged in settlement 25 discussions. 26 10. PROTECTED MATERIAL SUBPOENAED OR ORDERED 27 PRODUCED IN OTHER LITIGATION 1 that compels disclosure of any information or items designated in this Action as 2 “CONFIDENTIAL,” that Party must: 3 (a) promptly notify in writing the Designating Party. Such 4 notification shall include a copy of the subpoena or court order; 5 (b) promptly notify in writing the party who caused the subpoena or 6 order to issue in the other litigation that some or all of the material covered by the 7 subpoena or order is subject to this Protective Order. Such notification shall include 8 a copy of this Stipulated Protective Order; and 9 (c) cooperate with respect to all reasonable procedures sought to be 10 pursued by the Designating Party whose Protected Material may be affected. If the 11 Designating Party timely seeks a protective order, the Party served with the 12 subpoena or court order shall not produce any information designated in this action 13 as “CONFIDENTIAL” before a determination by the court from which the 14 subpoena or order issued, unless the Party has obtained the Designating Party’s 15 permission. The Designating Party shall bear the burden and expense of seeking 16 protection in that court of its confidential material and nothing in these provisions 17 should be construed as authorizing or encouraging a Receiving Party in this Action 18 to disobey a lawful directive from another court. 19 11. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO 20 BE PRODUCED IN THIS LITIGATION 21 (a) The terms of this Order are applicable to information produced 22 by a Non-Party in this Action and designated as “CONFIDENTIAL.” Such 23 information produced by Non-Parties in connection with this litigation is protected 24 by the remedies and relief provided by this Order. Nothing in these provisions 25 should be construed as prohibiting a Non-Party from seeking additional protections. 26 (b) In the event that a Party is required, by a valid discovery request, 27 to produce a Non-Party’s confidential information in its possession, and the Party is 1 subject to an agreement with the Non-Party not to produce the Non-Party’s 2 confidential information, then the Party shall: 3 (1) promptly notify in writing the Requesting Party and the 4 Non-Party that some or all of the information requested is subject to a 5 confidentiality agreement with a Non-Party; 6 (2) promptly provide the Non-Party with a copy of the 7 Stipulated Protective Order in this Action, the relevant discovery request(s), and a 8 reasonably specific description of the information requested; and 9 (3) make the information requested available for inspection by 10 the Non-Party, if requested. 11 (c) If the Non-Party fails to seek a protective order from this court 12 within 14 days of receiving the notice and accompanying information, the Receiving 13 Party may produce the Non-Party’s confidential information responsive to the 14 discovery request. If the Non-Party timely seeks a protective order, the Receiving 15 Party shall not produce any information in its possession or control that is subject to 16 the confidentiality agreement with the Non-Party before a determination by the 17 court. Absent a court order to the contrary, the Non-Party shall bear the burden and 18 expense of seeking protection in this court of its Protected Material. 19 12. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 20 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 21 Protected Material to any person or in any circumstance not authorized under this 22 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 23 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 24 to retrieve all unauthorized copies of the Protected Material, (c) inform the person or 25 persons to whom unauthorized disclosures were made of all the terms of this Order, 26 and (d) request such person or persons to execute the “Acknowledgment an 27 Agreement to Be Bound” attached hereto as Exhibit A. 1 13. INADVERTENT PRODUCTION OF PRIVILEGED OR 2 OTHERWISE PROTECTED MATERIAL 3 When a Producing Party gives notice to Receiving Parties that certain 4 inadvertently produced material is subject to a claim of privilege or other protection, 5 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 6 Procedure 26(b)(5)(B). This provision is not intended to modify whatever 7 procedure may be established in an e-discovery order that provides for production 8 without prior privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), 9 insofar as the parties reach an agreement on the effect of disclosure of a 10 communication or information covered by the attorney-client privilege or work 11 product protection, the parties may incorporate their agreement in the stipulated 12 protective order submitted to the court. 13 14. MISCELLANEOUS 14 14.1. Right to Further Relief. Nothing in this Order abridges the right 15 of any person to seek its modification by the Court in the future. 16 14.2. Right to Assert Other Objections. By stipulating to the entry of 17 this Protective Order, no Party waives any right it otherwise would have to object to 18 disclosing or producing any information or item on any ground not addressed in this 19 Stipulated Protective Order. Similarly, no Party waives any right to object on any 20 ground to use in evidence of any of the material covered by this Protective Order. 21 14.3. Filing Protected Material. A Party that seeks to file under seal 22 any Protected Material must comply with Local Civil Rule 79-5. Protected Material 23 may only be filed under seal pursuant to a court order authorizing the sealing of the 24 specific Protected Material. If a Party’s request to file Protected Material under seal 25 is denied by the court, then the Receiving Party may file the information in the 26 public record unless otherwise instructed by the court. 27 15. FINAL DISPOSITION 1 days of a written request by the Designating Party, each Receiving Party must return 2 all Protected Material to the Producing Party or destroy such material. As used in 3 this subdivision, “all Protected Material” includes all copies, abstracts, compilations, 4 summaries, and any other format reproducing or capturing any of the Protected 5 Material. Whether the Protected Material is returned or destroyed, the Receiving 6 Party must submit a written certification to the Producing Party (and, if not the same 7 person or entity, to the Designating Party) by the 60-day deadline that (1) identifies 8 (by category, where appropriate) all the Protected Material that was returned or 9 destroyed and (2) affirms that the Receiving Party has not retained any copies, 10 abstracts, compilations, summaries or any other format reproducing or capturing any 11 of the Protected Material. Notwithstanding this provision, Counsel are entitled to 12 retain an archival copy of all pleadings, motion papers, trial, deposition, and hearing 13 transcripts, legal memoranda, correspondence, deposition and trial exhibits, expert 14 reports, attorney work product, and consultant and expert work product, even if such 15 materials contain Protected Material. Any such archival copies that contain or 16 constitute Protected Material remain subject to this Protective Order as set forth in 17 Section 6 (DURATION). 18 16. VIOLATION 19 Any violation of this Order may be punished by appropriate measures 20 including, without limitation, contempt proceedings and/or monetary sanctions. 21 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 22 23 24 25 26 27 1 DATED: July 16, 2020 BUCHALTER

2

3 By: /s/ Eric Kennedy

ERIC KENNEDY

4

MICHAEL WORTH

5 Attorneys for Plaintiff

ROSENTHAL & ROSENTHAL

6

OF CALIFORNIA, INC.

7

8 DATED: July 16, 2020 OTTERBOURG P.C. 9

10 By: /s/ Richard G. Haddad 11 RICHARD G. HADDAD

JOHN BOUGIAMAS

12 Admitted Pro Hac Vice 13 230 Park Avenue New York, New York 10169 14 (212) 661-9100 15 rhaddad@otterbourg.com Attorneys for Plaintiff 16

ROSENTHAL & ROSENTHAL

17 OF CALIFORNIA, INC.

18 DATED: July 16, 2020 THOMPSON COBURN LLP 19

20 By: /s/ Lukas Sosnicki 21 J. DAVID DUFFY

LUKAS SOSNICKI

22

LAUREN CHEE

23 Attorneys for Defendants HILCO TRADING, LLC d/b/a HILCO 24 GLOBAL and ERIC W. KAUP 25

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FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

1 || DATED: 07/21/20 2 | wr MAGES eb oR ONT 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 I, ______________________________ [print or type full name], of __________ 4 ____________________________________________ [print or type full address], 5 declare under penalty of perjury that I have read in its entirety and understand the 6 Stipulated Protective Order that was issued by the United States District Court for 7 the Central District of California on ____________, 2020, in the case of Rosenthal 8 & Rosenthal of California, Inc. v. Hilco Trading, LLC, et al, United States District 9 Court for the Central District of California Case No. 2:19-cv-10315-SVW-MAA. 10 I agree to comply with and to be bound by all the terms of this Stipulated 11 Protective Order and I understand and acknowledge that failure to so comply could 12 expose me to sanctions and punishment in the nature of contempt. I will not 13 disclose in any manner any information or item that is subject to this Stipulated 14 Protective Order to any person or entity except in strict compliance with the 15 provisions of this Order. 16 I further agree to submit to the jurisdiction of the United States District Court 17 for the Central District of California for enforcing the terms of this Stipulated 18 Protective Order, even if such enforcement proceedings occur after termination of 19 this action. I hereby appoint _______________________ [print or type full name] 20 of _____________________________________________ [print or type full 21 address and telephone number] as my California agent for service of process in 22 connection with this action or any proceeding related to enforcement of this 23 Stipulated Protective Order. 24

DATE: ________________________

25 City and State where sworn and signed: _________________________________ 26 Printed name: _____________________________ 27 Signature: ________________________________