hhc-20201231.htm

The following description of the capital stock of the Howard Hughes Corporation (“we,” “us,” “our” and the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and (ii) Amended and Restated Bylaws, as amended by Amendment No. 1 to the Amended and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.

Our authorized capital shares consist of 150,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 50,000,000 shares of preferred shares, $0.01 par value per share (“Preferred Stock”). All outstanding shares of our Common Stock are fully paid and nonassessable.

Subject to any preferential rights of any outstanding Preferred Stock, holders of our Common Stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose.

If there is a liquidation, dissolution or winding up of our Company, holders of our Common Stock would be entitled to ratable distribution of our assets remaining after the payment in full of liabilities and any preferential rights of any outstanding Preferred Stock.

There are no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future. There are no provisions in our Certificate of Incorporation or Bylaws discriminating against a stockholder because of his or her ownership of a particular number of shares.

We are not aware of any limitations on the rights to own our Common Stock, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our Common Stock, imposed by foreign law or by our Certificate of Incorporation or Bylaws.

Provisions of the DGCL and our Certificate of Incorporation and Bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.

We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or, if the person is an affiliate or an associate of the Company, within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Our Bylaws provide that the number of directors on our board of directors will be fixed exclusively by our board of directors. Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in our authorized number of directors will be filled by a majority of our board of directors then in office, provided that a majority of the total number of directors is present, unless the board of directors otherwise determines that such directorships should be filled by the affirmative vote of the stockholders of record of at least a majority of the voting stock. Any vacancies in our board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause will be filled generally by the majority vote of our remaining directors in office, even if less than a quorum is present. Our Certificate of Incorporation and Bylaws permit stockholders to remove a director or directors with or without cause.

Under our Certificate of Incorporation and Bylaws, our board of directors may call special meetings of our stockholders. A special meeting is also required to be called by the secretary upon written request by stockholders who together hold 15% or more of the voting power of the issued and outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors.

Our Bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our board of directors or a committee of our board of directors.


Entity						Jurisdiction

10 CCC, LLC						Delaware

10/20/30 CCC Parking Deck, LLC						Delaware

20 CCC, LLC						Delaware

30 CCC, LLC						Delaware

40 CCC, LLC						Delaware

40 CCC Parking Deck, LLC						Delaware

50 CCC, LLC						Delaware

50/60/70 CCC Parking Deck, LLC						Delaware

60 CCC, LLC						Delaware

3 Waterway Holdings, LLC						Texas

4 Waterway Holdings, LLC						Delaware

20 & 25 Waterway Holdings, LLC						Delaware

70 CC, LLC						Delaware

80 South, LLC						Delaware

85 South Street LLC						Delaware

110 Holding, LLC						Delaware

110 N. Wacker Development, LLC						Delaware

110 N. Wacker Managing Member, LLC						Delaware

110 North Wacker Titleholder LLC						Delaware


Entity						Jurisdiction
110 Wacker Property Sub, LLC						Delaware

110 Wacker Amenities, LLC						Delaware

110 Wacker, LLC						Delaware

117 Beekman Street Holdings, LLC						Delaware

170 John Street Holdings, LLC						Delaware

170 Retail Associates, Ltd.						Texas

170 Retail Holding, LLC						Delaware

170 Retail Holding, GP, LLC						Delaware

250 Seaport District, LLC						Delaware

988 Halekauwila, LLC						Delaware

1000 Auahi, LLC						Delaware

1001 Queen, LLC						Delaware

1060 Ala Moana, LLC						Delaware

1108 Auahi, LLC						Delaware

1118 Ala Moana, LLC						Delaware

1240 Ala Moana, LLC						Delaware

1360 Schermerhorn, LLC						Delaware

1701 Lake Robbins, LLC						Delaware

2000 WP Holdings, LLC						Delaware

2103 Research Forest Holding Company, LLC						Delaware

2201 LW Holdings, LLC						Delaware

3831 TF Holding Company, LLC						Delaware


Entity						Jurisdiction
8770 New Trails Holdings, LLC						Delaware

9303 New Trails Holdings, LLC						Delaware

Aalii, LLC						Delaware

ACB Parking Business Trust						Maryland

Ae O Holdings, LLC						Delaware

Ae O Retail Holdings, LLC						Delaware

Alameda Plaza, LLC						Delaware

AllenTowne Mall, LLC						Delaware

American City Building Business Trust						Maryland

Anaha Management Development Company, LLC						Delaware

Anaha Retail Holdings, LLC						Delaware

Angels Entertainment, LLC						Delaware

API/HHC Lake Robbins Holdings Company, LLC						Delaware

Beverage Operations, Inc.						Texas

BLLV Apartments Holding Company, LLC						Delaware

BLLV Apartments II Holding Company, LLC						Delaware

Bridgeland Construction, LLC						Delaware

Bridgeland Development, LP						Maryland

Bridgeland GL Holdings, LLC						Delaware

Bridgeland GP, LLC						Delaware

Bridgeland Holding Company, Inc.						Delaware

Bridgeland Management Development Company, LLC						Delaware


Entity						Jurisdiction
Bridges at Mint Hill, LLC						Delaware

Bridges at Mint Hill Member, LLC						Delaware

Bridgeview F&B, LLC						Delaware

Clark County Las Vegas Stadium, LLC						Delaware

Clover Acquisitions LLC						Delaware

Cottonwood Mall, LLC						Delaware

Creekside Equities, LLC						Delaware

Creekside Park West Holdings, LLC						Delaware

Crescent Area 1-A Holdings, LLC						Delaware

Crescent Area 1-B Holdings, LLC						Delaware

Crescent Area 1 – Parking Deck 1, LLC						Delaware

CS Apartments Holding Company, LLC						Delaware

CS Apartments II Holding Company, LLC						Delaware

CSPV Holdings, LLC						Delaware

Cypress LA, LLC						Delaware

Discovery Property Company, LLC						Delaware

DLV/HHPI Summerlin, LLC						Delaware

DTS Office Holdings, LLC						Delaware

Elk Grove Management Development Company, LLC						Delaware

Elk Grove Town Center L.L.C.						Delaware

Elk Grove Town Center, L.P.						Delaware

Emerson Land Business Trust						Maryland


Entity						Jurisdiction
Emerson Land, LLC						Delaware

Fairwood Commercial Development Corporation						Maryland

Fairwood Commercial Development Holding, LP						Maryland

Fairwood Commercial Development Limited Partnership						Maryland

Fairwood Commercial Front Foot Benefit Company, LLC						Maryland

Fulton Seafood Market, LLC						Delaware

Gateway Overlook III Business Trust						Maryland

Grandview SHG LLC						California

GK Ground Lease Holdings, LLC						Delaware

GG DR, L.L.C.						Illinois

Greengate Mall, Inc.						Pennsylvania

Harper’s Choice Business Trust						Maryland

Hexalon Real Estate, LLC						Delaware

HF Holding Company, LLC						Delaware

HF Management Development Company, LLC						Delaware

HH Allison Tower Holding Company, LLC						Delaware

HH Allison Tower Obligor, LLC						Delaware

HH Hackett Tower Holdings, LLC						Delaware

HH Hackett Tower Obligor, LLC						Delaware

HH Hawaii Development Company, LLC						Delaware

HH Lake Robbins Holdings, LLC						Delaware

HH New York Development Company, LLC						Delaware


Entity						Jurisdiction
HH One Hughes Landing, LLC						Delaware

HH Two Hughes Landing, LLC						Texas

HH Wacker Acquisition Company, LLC						Delaware

HH Wacker Management Development Company, LLC						Delaware

HH Warehouse Land Holdings, LLC						Delaware

HH Waterway Land Holdings, LLC						Delaware

HH WHC Holdings, LLC						Delaware

HH Woodlands Tower Holdings, LLC						Delaware

HHC 242 Self-Storage, LLC						Delaware

HHC 2978 Self-Storage, LLC						Delaware

HHC 33 Peck Slip Holdings, LLC						Delaware

HHC 33 Peck Slip Member, LLC						Delaware

HHC 33 Peck Slip Resources, LLC						Delaware

HHC Acquisitions, LLC						Delaware

HHC Beverages Holdings, LLC						Delaware

HHC Blockhouse, LLC						Delaware

HHC Bridgeview, LLC						Delaware

HHC Circle T Management Development Company, LLC						Delaware

HHC Cobblestones, LLC						Delaware

HHC Constellation Holdings, LLC						Delaware

HHC F Box Event Space, LLC						Delaware

HHC Fulton Club, LLC						Delaware


Entity						Jurisdiction
HHC Fulton Retail LLC						Delaware

HHC Hughes Landing Retail, LLC						Delaware

HHC Landmark Redevelopment Member, LLC						Delaware

HHC Millennium Six Pines, LLC						Delaware

HHC Lawn Games, LLC						Delaware

HHC Lawn Games Member, LLC						Delaware

HHC Pier Village, LLC						Delaware

HHC Riverdeck, LLC						Delaware

HHC Seaport Snack, LLC						Delaware

HHC Spice, LLC						Delaware

HHC Summerlin Office Holdings, LLC						Delaware

HHC Travel, LLC						Delaware

HHC Two Hughes Landing, LLC						Delaware

HHC Ventures, LLC						Delaware

HHC Village 13 Apartments, LLC						Delaware

HHC-VP Holdings, LLC						Delaware

HHC Warehouse Holding Company, LLC						Delaware

HHC-SRG Landmark Redevelopment JV, LLC						Delaware

HHC-SRG Landmark Redevelopment Property Sub, LLC						Delaware

HHMK Development, LLC						Delaware

HL Amenities Holdings, LLC						Delaware

HL Beverage Company, LLC						Delaware


Entity						Jurisdiction
HL Champion Holding Company, LLC						Delaware

HL Garage Holdings, LLC						Delaware

HL Multi-Family Holdings, LLC						Delaware

HL Restaurant Row, LLC						Delaware

HL Retail Row, LLC						Delaware

HL-2LE Holding Company, LLC						Delaware

HL-Hotel Holding Company, LLC						Delaware

HLDC Holding Company, LLC						Delaware

Howard Hughes Hospitality, LLC						Delaware

Howard Hughes Management, Co. LLC						Delaware

Howard Hughes Management Services Company, LLC						Delaware

Howard Hughes Properties, Inc.						Nevada

HRD Development Management, LLC						Delaware

HRD Parking Deck Business Trust						Maryland

HRD Parking, Inc.						Maryland

Kai Investments, LLC						Delaware

Kapiolani Residential LLC						Delaware

Ke Kilohana Retail Holdings, LLC						Delaware

Kewalo Harbor Development Company, LLC						Delaware

Kewalo Harbor Management Company, LLC						Delaware

Kewalo Harbor, LLC						Hawaii

Kewalo Makai, LLC						Hawaii


Entity						Jurisdiction
Koula Management Development Company, LLC						Delaware

KR Holdings, LLC						Delaware

Lake Front North Holding Company, LLC						Delaware

Lake Woodlands Crossing Retail, LLC						Delaware

Lakeland Village Holding Company, LLC						Delaware

Land Trust No. 89433						Hawaii

Land Trust No. 89434						Hawaii

Land Trust No. FHB-TRES 20061						Hawaii

Land Trust No. FHB-TRES 20062						Hawaii

Landmark Mall L.L.C.						Delaware

Landmark Management Development Company, LLC						Delaware

LFN Garage1, LLC						Delaware

LFN MOB1, LLC						Delaware

LRVC Business Trust						Maryland

Marginal Street Development, LLC						Delaware

Merriweather Post Business Trust						Maryland

MF Seaport, LLC						Delaware

Millennium Woodlands Phase II, LLC						Delaware

Millennium Woodlands Phase II Member, LLC						Delaware

Monarch City Management Development Company, LLC						Delaware

MPIII Holding Company, LLC						Delaware

MWD 3G1, LLC						Delaware


Entity						Jurisdiction
MWD 3HA, LLC						Delaware

MWD 3LRA, LLC						Delaware

MWD Color Burst Park, LLC						Delaware

MWD 3MFB, LLC						Delaware

MWD 3MFC, LLC						Delaware

MWD 3OA, LLC						Delaware

MWD 3RE2, LLC						Delaware

Natick Residence LLC						Delaware

Oakland Ridge Industrial Development Corporation						Maryland

One Lakes Edge Holdings, LLC						Delaware

One Mall North, LLC						Delaware

Parcel C Business Trust						Maryland

Parcel C Development LLC						Delaware

Parcel C Property LLC						Delaware

Parcel D Business Trust						Maryland

Parcel D Development LLC						Delaware

Parcel D Property LLC						Delaware

Pier 17 Bar, LLC						Delaware

Pier 17 GR Restaurant, LLC						Delaware

Pier 17 HHC Member, LLC						Delaware

Pier 17 Restaurant C101, LLC						Delaware

Pier 17 Restaurant, LLC						Delaware


Entity						Jurisdiction
Pier 17 Seafood Restaurant, LLC						Delaware

Price Development TRS, Inc.						Delaware

Princeton Land, LLC						Delaware

Princeton Management Development Company, LLC						Delaware

Red Rock Investment, LLC						Nevada

RFD Acquisitions, LLC						Delaware

Riverwalk Marketplace (New Orleans), LLC						Delaware

Riverwalk Management Development Company, LLC						Delaware

Riverwalk Operating Company, LLC						Delaware

Robinson Kunia Land, LLC						Delaware

Seaport Development Holdings, LLC						Delaware

Seaport Hospitality, LLC						Delaware

Seaport Management Development Company, LLC						Delaware

Seaport Marketing Services, LLC						Texas

Seaport Marketplace Theatre, LLC						Maryland

Seaport Marketplace, LLC						Maryland

Seaport Phase 1 Holdings, LLC						Delaware

South Street Seaport Limited Partnership						Maryland

SSSLP Pier 17 Restaurant C101, LLC						Delaware

Sterrett Building Holdings, LLC						Delaware

Stewart Title of Montgomery County Inc.						Texas

Stone Lake, LLC						Maryland


Entity						Jurisdiction
Summerlin 1700 Pavilion, LLC						Delaware

Summerlin Baseball Club Member, LLC						Delaware

Summerlin Centre, LLC						Delaware

Summerlin Centre Apartments, LLC						Delaware

Summerlin Corporation						Delaware

Summerlin Development, LLC						Delaware

Summerlin Development Management Company, LLC						Delaware

Summerlin Hospital Medical Center, L.P.						Delaware

Summerlin Las Vegas Baseball Club, LLC						Delaware

Summerlin North GP, LLC						Delaware

Summerlin Operating Company, LLC						Delaware

Summerlin Restaurant, LLC						Delaware

Summerlin South GP, LLC						Delaware

Summerlin Tanager Echo, LLC						Delaware

The Howard Hughes Company, LLC						Delaware

The Howard Hughes Corporation Japan, GK						Japan

The Howard Research And Development Corporation						Maryland

The Hughes Corporation						Delaware

The Shops At Summerlin North, LP						Delaware

The Shops at Summerlin South, LP						Delaware

The Woodlands Beverage, Inc.						Texas

The Woodlands Commercial Properties Company, LP						Texas


Entity						Jurisdiction
The Woodlands Corporation						Texas

The Woodlands Custom Residential Sales, LLC						Texas

The Woodlands Custom Sales, LP						Texas

The Woodlands GL Holdings, LLC						Delaware

The Woodlands Holding Company, Inc.						Delaware

The Woodlands Hotel Management Company, LLC						Delaware

The Woodlands Land Development Company, L.P.						Texas

The Woodlands Management Development Company, LLC						Delaware

The Woodlands Marketing Services, LLC						Texas

The Woodlands MDA, LLC						Delaware

The Woodlands Operating Company, L.P.						Texas

Three Hughes Landing, LLC						Delaware

Town Center Development Company GP, L.L.C.						Texas

Town Center Development Company, L.P.						Texas

Town Center East Business Trust						Maryland

Town Center East Holdings, LLC						Delaware

Town Center East Parking Lot Business Trust						Maryland

TWC Commercial Properties, LLC						Delaware

TWC Commercial Properties LP						Delaware

TWC Land Development, LLC						Delaware

TWC Land Development LP						Delaware

TWC Operating, LLC						Delaware


Entity						Jurisdiction
TWC Operating LP						Delaware

TWCPC Holdings GP, L.L.C.						Texas

TWCPC Holdings, L.P.						Texas

TWL-Bridgeland Holding Company, LLC						Delaware

TWLDC Holdings GP, L.L.C.						Texas

TWLDC Holdings, L.P.						Texas

Victoria Place, LLC						Delaware

Victoria Ward, Limited						Delaware

Victoria Place Management Development Company, LLC						Delaware

Victoria Ward Center L.L.C.						Delaware

Victoria Ward Entertainment Center L.L.C.						Delaware

Victoria Ward Services, Inc.						Delaware

VW Condominium Development, LLC						Delaware

Waiea Management Development Company, LLC						Delaware

Waiea Retail Holdings, LLC						Delaware

Ward Condominium Holdings, LLC						Delaware

Ward Gateway-Industrial-Village, LLC						Delaware

Ward Plaza-Warehouse, LLC						Delaware

Ward Management Development Company, LLC						Delaware

Ward Village CK Holdings, LLC						Delaware

Ward Village Commercial, LLC						Delaware

Ward Village Holding Company						Delaware


Entity						Jurisdiction
Ward Village Operating Company, LLC						Delaware

Ward Village Properties, LLC						Delaware

Waterway Ave Partners, L.L.C.						Texas

Waterway Coffee Holdings, LLC						Delaware

Waterway Condo Holdings, LLC						Delaware

Waterway Hotel Beverage Company, LLC						Delaware

Waterway Hotel Holdings, LLC						Delaware

WECCR General Partnership						Texas

WECCR, Inc.						Texas

Westlake Retail Associates, Ltd.						Texas

Westlake Retail Holding, LLC						Delaware

Wincopin Restaurant Business Trust						Maryland

Woodlands Acquisition, LLC						Texas

Woodlands Office Equities-95, LLC						Texas

Woodlands Sarofim #1, Ltd.						Texas

WRCC Holdings, LLC						Delaware


			(1)			Registration Statement (Form S-3 No. 333- 184466 and Form S-3 No. 333- 237423) of The Howard Hughes Corporation;
			(2)			Registration Statements (Form S-8 No. 333-170431, Form S-8 No. 333-170432, Form S-8 No. 333-171909, and Form S-8 No. 333-171910) pertaining to the 2010 Amended and Restated Incentive Plan of The Howard Hughes Corporation;
			(3)			Registration Statement (Form S-8 No. 239417) pertaining to the 2020 Equity Incentive Plan of The Howard Hughes Corporation;

of our reports dated February 25, 2021, with respect to the consolidated financial statements and schedule of The Howard Hughes Corporation and the effectiveness of internal control over financial reporting of The Howard Hughes Corporation included in this Annual Report (Form 10-K) of The Howard Hughes Corporation for the year ended December 31, 2020.

Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of The Howard Hughes Corporation for the year ended December 31, 2020 and any and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney and agent full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



/s/ William Ackman						/s/ R. Scot Sellers
William Ackman						R. Scot Sellers

/s/ Adam Flatto						/s/ Steven Shepsman
Adam Flatto						Steven Shepsman

/s/ Jeffrey Furber						/s/ Mary Ann Tighe
Jeffrey Furber						Mary Ann Tighe

/s/ Beth Kaplan						/s/ Anthony Williams
Beth Kaplan						Anthony Williams

/s/ Allen Model
Allen Model

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

In connection with the Annual Report on Form 10-K of The Howard Hughes Corporation (the “Company”) for the period ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer, in his capacity as an officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:


			By:			/s/ David R. O'Reilly
						David R. O'Reilly
						Chief Executive Officer (principal executive officer)
						February 25, 2021


			By:			/s/ David R. O’Reilly
						David R. O’Reilly
						Interim Chief Financial Officer
						February 25, 2021



						By:			/s/ David R. O'Reilly
									David R. O'Reilly
									Chief Executive Officer
									February 25, 2021

						By:			/s/ David R. O’Reilly
									David R. O’Reilly
									Interim Chief Financial Officer
									February 25, 2021