UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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ToughBuilt Industries Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of Securities)
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89157G 207
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
Copies to:
David Sirignano
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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 (“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).
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CUSIP No. 89157G 207
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13G
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Page 2 of 8
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1.
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Names Of Reporting Persons
I.R.S. Identification No. Of Above Persons (Entities Only)
HSPL holdings, LLC
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2.
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check the appropriate box if 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
DELAWARE LIMITED LIABILITY COMPANY
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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
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0
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6.
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shared voting power
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1,416,743
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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1,416,743
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9.
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aggregate amount beneficially owned by each reporting person
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1,416,743 (1)
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐
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11.
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percent of class represented by amount in row (9)
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14.4%
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12.
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type of reporting person (See Instructions)
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OO
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CUSIP No. 89157G 207
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13G
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Page 3 of 8
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1.
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Names Of Reporting Persons
I.R.S. Ident ification No. Of Above Persons (Entities Only)
Titan Advisors, LLC
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2.
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check the appropriate box if 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
New York Limited Liability Company
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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
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0
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6.
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shared voting power
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1,416,743
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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1,416,743
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9.
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aggregate amount beneficially owned by each reporting person
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1,416,743
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐
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11.
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percent of class represented by amount in row (9)
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14.4%
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12.
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type of reporting person (See Instructions)
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IA
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CUSIP No. 89157G 207
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13G
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Page 4 of 8
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(a)
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Name of Issuer:
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ToughBuilt Industries, Inc.
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(b)
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Address of Issuer’s Principal
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25371 Commercentre Drive, Suite 200
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Executive Offices:
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Lake Forest, CA 92630
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(a)
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Name of Person Filing:
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HSLP Holdings, LLC
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Titan Advisors, LLC
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(b)
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Address of Principal Business Office:
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750 Washington Blvd., 10th Floor
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or, if none, Residence
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Stamford, CT 06901
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(c)
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Citizenship:
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HSLP Holdings LLC
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Delaware limited liability company
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Titan Advisors, LLC
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New York limited liability company
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(d)
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Title of Class of Securities:
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Class A common stock, $0.0001 par value per share
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(e)
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CUSIP Number:
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89157G 207
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CUSIP No. 89157G 207
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13G
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Page 5 of 8
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 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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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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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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A savings associations 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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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15U.S.C. 80a-3);
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(j)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 89157G 207
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13G
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Page 6 of 8
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(a)
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Amount beneficially owned:
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HSLP Holdings LLC
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1,416,743
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Titan Advisors, LLC
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1,416,743
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(b)
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Percent of class:
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HSLP Holdings LLC
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14.4%
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Titan Advisors, LLC
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14.4%
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Calculation of percentage of beneficial ownership is based on 9,870,906 outstanding shares of the Issuer’s Class A
common stock as reported by the Issuer on its Form 10-Q filed on December 20, 2018.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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HSLP Holdings LLC
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0
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Titan Advisors, LLC
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0
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(ii)
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Shared power to vote or to direct the vote:
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HSLP Holdings LLC
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1,416,743
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Titan Advisors, LLC
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1,416,743
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(iii)
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Sole power to dispose or to direct the disposition of:
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HSLP Holdings LLC
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0
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Titan Advisors, LLC
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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HSLP Holdings LLC
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1,416,743
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Titan Advisors, LLC
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1,416,743
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CUSIP No. 89157G 207
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13G
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Page 7 of 8
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held 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, other than activities solely in connection with a nomination under Section 230.14a-11.
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January 10, 2019
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Date
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HSPL HOLDINGS, LLC
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By:
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Titan Advisors, LLC
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Its Manager
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By: /s/ Darren Ross
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Name: Darren Ross
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Principal & Managing Director
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TITAN ADVISORS, LLC*
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/s/ Darren Ross
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Name: Darren Ross
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Principal & Managing Director
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CUSIP No. 89157G 207
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13G
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Page 8 of 8
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January 10, 2019
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Date
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HSPL HOLDINGS, LLC
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By:
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Titan Advisors, LLC
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Its Manager
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By:/s/ Darren Ross
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Name: Darren Ross
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Principal & Managing Director
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TITAN ADVISORS, LLC
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/s/ Darren Ross
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Name: Darren Ross
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Principal & Managing Director
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