REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2005, by and among MERCATOR PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page...Registration Rights Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
The Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock and Warrants (as defined below) held by them and/or issuable upon exercise of the Warrants held by them, as applicable.
EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments...Joint Filing Agreement • December 22nd, 2005 • Mercator Partners Acquisition Corp. • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class B Common Stock, par value $.0001 per share, of Mercator Partners Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
INDENTURE Dated as of December 22, 2016 between GTT ESCROW CORPORATION, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 7.875% SENIOR NOTES DUE 2024Indenture • December 22nd, 2016 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of December 22, 2016, between the Issuer (as defined below) and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee.
UNDERWRITING AGREEMENT between MERCATOR PARTNERS ACQUISITION CORP. and HCFP/BRENNER SECURITIES LLC Dated: , 2005Underwriting Agreement • February 23rd, 2005 • Mercator Partners Acquisition Corp. • Blank checks • New York
The undersigned, Mercator Partners Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with HCFP/Brenner Securities LLC (being referred to herein variously as “you,” “Brenner” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Brenner is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED GTT COMMUNICATIONS, INC. INDENTURE DEBT SECURITIES DATED AS OF , 20___ [Name of Trustee] TRUSTEEIndenture • April 1st, 2014 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
WARRANT AGREEMENT made as of April 11, 2005 by and between MERCATOR PARTNERS ACQUISITION CORP., a Delaware corporation, with offices at One Fountain Square, 11911 Freedom Drive, Suite 1080, Reston Virginia 20190 (“Company”), and AMERICAN STOCK...Warrant Agreement • March 30th, 2006 • Mercator Partners Acquisition Corp. • Blank checks • New York
The Company has heretofore sold and delivered to its executive officers and directors (collectively, “Insiders”) an aggregate of (i) 2,475,000 Class W Warrants (“Class W Warrants”) and (ii) 2,475,000 Class Z Warrants (“Class Z Warrants”), each such Warrant evidencing the right of the holder thereof to purchase one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for $5.00, subject to adjustment as described herein (the Class W Warrants and the Class Z Warrants sold to the Insiders being hereinafter referred to, collectively, as “Insiders’ Warrants”); and
GTT COMMUNICATIONS, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 23rd, 2014 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
GTT Communications, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. is acting as representative (the “Representative” or “you”) an aggregate of 3,000,000 shares and, at the election of the Underwriters, up to 450,000 additional shares of common stock, par value $0.0001 per share (“Stock”), of the Company The aggregate of 3,000,000 shares to be sold by the Company is herein called the “Firm Securities” and the aggregate of 450,000 shares to be sold by the Company at the election of the Underwriters is herein called the “Option Securities.” The Firm Securities and the Option Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.”
ContractInvestment Management Trust Agreement • March 30th, 2006 • Mercator Partners Acquisition Corp. • Blank checks • New York
The Company’s Registration Statement on Form S-1, No. 333-122303 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 29, 2011 (the “Effective Date”), by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and GTT-EMEA, LTD., a private limited liability company incorporated and registered in England and Wales with offices located at 5th Floor, Morley House, 26 Holborn Viaduct, London EC1A 2AT (“EMEA”) PACKETEXCHANGE (IRELAND) LIMITED., a company incorporated and existing under the laws of Ireland with registered number 373202, and whose registered address is 24-26 City Quay, Dublin 2 Ireland (“PEIRL”) and PACKETEXCHANGE (EUROPE) LIMITED., a private limited company incorporated and registered in England and Wales under company number 05164474 (“PELTD”, and together with EMEA and PEIRL, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall le
AMENDMENT AGREEMENT dated as of April 1, 2015 to Second Amended and Restated Credit Agreement dated as of August 6, 2014 Among GTT COMMUNICATIONS, INC. as Lead Borrower GTT COMMUNICATIONS, INC.; GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC.; GTT GLOBAL...Credit Agreement • April 7th, 2015 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
Guarantee and Collateral Agreement Dated as of May 23, 2012 made by GLOBAL TELECOM & TECHNOLOGY, INC. GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC. PACKETEXCHANGE (USA), INC. PACKETEXCHANGE, INC. WBS CONNECT LLC NLAYER COMMUNICATIONS, INC. TEK CHANNEL...Guarantee and Collateral Agreement • May 30th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of May 23, 2012, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK (“SVB”), as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among GLOBAL TELECOM AND TECHNOLOGY, INC., a Delaware corporation (“GTTI”), GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., a Virginia corporation (“GTTA”), PACKETEXCHANGE (USA), INC., a Delaware corporation (“PEUSA”), PACKETEXCHANGE, INC., a Delaware
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 26th, 2005 • Mercator Partners Acquisition Corp. • New York
GTT COMMUNICATIONS, INC. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • December 10th, 2014 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
GTT Communications, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Jefferies LLC is acting as representative (the “Representative” or “you”) an aggregate of 3,500,000 shares and, at the election of the Underwriters, up to 525,000 additional shares of common stock, par value $0.0001 per share (“Stock”), of the Company The aggregate of 3,500,000 shares to be sold by the Company is herein called the “Firm Securities” and the aggregate of 525,000 shares to be sold by the Company at the election of the Underwriters is herein called the “Option Securities.” The Firm Securities and the Option Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2020 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement (this “Agreement”), dated _______________, 2020, is by and between GTT Communications, Inc., a Delaware corporation (the “Corporation”), and _______________, an individual (“Indemnitee”).
ContractWarrant Agreement • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 6th, 2010 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (ii) GLOBAL TELECOM & TECHNOLOGY, INC., a Delaware corporation (“GTTI”), GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., a Virginia corporation (“GTTA”), each with offices located at 8484 Westpark Drive, Suite 720, McLean, Virginia 22102, GTT-EMEA, LTD., a private limited liability company incorporated and registered in England and Wales with offices located at 5th Floor, Morley House, 26 Holborn Viaduct, London EC1A 2AT (“EMEA”) and WBS CONNECT, LLC, a Colorado limited liability company with offices located at 8400 E. Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111 (“WBS”, and together with GTTI, GTTA and EMEA, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank sha
AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • July 6th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This Amended and Restated Unconditional Guaranty (“Guaranty”) is entered into as of June 29, 2011, by GTT GLOBAL TELECOM GOVERNMENTAL SERVICES, LLC, a Virginia limited liability company (“Guarantor”), in favor of Silicon Valley Bank (“Bank”). The Guaranty amends and restates in its entirety that certain Unconditional Guaranty, dated as of September 30, 2010, made by Guarantor in favor of Bank.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 6, 2014 among GTT COMMUNICATIONS, INC. as Lead Borrower GTT COMMUNICATIONS, INC.; GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC.; GTT GLOBAL TELECOM GOVERNMENT SERVICES, LLC; NLAYER...Credit Agreement • August 12th, 2014 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 6, 2014, (this “Agreement”) among GTT Communications, Inc., a Delaware corporation; Global Telecom & Technology Americas, Inc., a Virginia corporation; GTT Global Telecom Government Services, LLC, a Virginia limited liability company; NLayer Communications, Inc., an Illinois corporation; PacketExchange (USA), Inc., a Delaware corporation; PacketExchange, Inc., a Delaware corporation; TEK Channel Consulting, LLC, a Colorado limited liability company; WBS Connect LLC, a Colorado limited liability company; Communication Decisions SNVC, LLC, a Virginia limited liability company; CORE180, LLC, a Delaware limited liability company; Electra, Ltd., a Virginia corporation; IDC Global, Inc., a Delaware corporation, and NT Network Services, LLC, a Delaware limited liability company (“NT Network”), GTT 360, Inc., a Delaware corporation (“GTT 360”) and Wall Street Network Solutions, LLC, a Delaware limited liability comp
EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT (this “Amendment and Consent”) is entered into as of December 28, 2020 among GTT Communications, Inc., a Delaware corporation (the...Credit Agreement • December 29th, 2020 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT dated as of October 22, 2015 among GTT COMMUNICATIONS, INC., as Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as LC Issuer, Swing Line Lender and as the Administrative Agent and...Credit Agreement • October 27th, 2015 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT is entered into as of October 22, 2015 among the following: (i) GTT Communications, Inc., a Delaware corporation as the borrower (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (ii) KeyBank National Association, as the administrative agent (the “Administrative Agent”), as the Swing Line Lender (as hereinafter defined), and as LC Issuer (as hereinafter defined), (iv) SunTrust Bank, as a Lender and as the syndication agent (the “Syndication Agent”); (v) KeyBank Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Lead Arrangers”); and (vi) MUFG Union Bank, N.A., Pacific Western Bank, CIT Bank, N.A., ING Capital LLC, Société Générale and CoBank, ACB as Co-Documentation Agents.
GTT EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2020 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is made between GTT Communications, Inc., a Delaware corporation (the “Company”), and Don MacNeil (the “Executive”). It is entered into no later than 6 July 2020 (“Effective Date”) and shall become effective immediately upon signature and has already been approved by the Compensation Committee of the Company’s Board of Directors.
Re: Retention BonusRetention Bonus Agreement • December 10th, 2020 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
On behalf of GTT Communications, Inc. (“GTT”, and together with its subsidiaries, the “Company” or “we”), we are pleased to offer you the opportunity to receive a retention bonus as set forth below if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). In order to be eligible for the Retention Bonus you must sign and return this Agreement to GTT by December 10, 2020, agreeing to the terms specified in this Agreement, otherwise the Agreement shall be null and void.
GLOBAL TELECOM & TECHNOLOGY, INC. RESTRICTED STOCK AGREEMENT FOR [EMPLOYEE]Restricted Stock Agreement • April 17th, 2007 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of [DATE], by and between Global Telecom & Technology, Inc., a Delaware corporation (the “Company”), and [Employee] (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2007 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Delaware
This Employment Agreement (the “Agreement”) is made between Global Telecom & Technology, Inc., a Delaware corporation (the “Company”), and Richard D. Calder, Jr. (the “Executive”), is entered into as of May 7, 2007 and shall become effective immediately upon approval of this Agreement by the Compensation Committee of the Company’s Board of Directors (the “Effective Date”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • June 10th, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
This Unconditional Guaranty (“Guaranty”) is entered into as of June 6, 2011, by TEK CHANNEL CONSULTING, LLC, a Colorado limited liability company (“Guarantor”), in favor of BIA DIGITAL PARTNERS SBIC II LP, a Delaware limited partnership with an office located at 15120 Enterprise Court, Chantilly, VA 20151 (“Purchaser”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2018 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
Set forth in the space provided below the state(s), if any, in the United States in which you maintained your residence during the past two years and the dates during which you resided in each state:
GUARANTEEGuarantee • December 22nd, 2009 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Delaware
This Guarantee, dated as of December 16, 2009 (this “Guarantee”), is by and between Global Telecom & Technology, Inc., a Delaware corporation (“Purchaser Parent”); and Michael Hollander (the “Seller”).
THIRD AMENDMENT TO PRIMING FACILITY CREDIT AGREEMENTPriming Facility Credit Agreement • May 10th, 2021 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • New York
This THIRD AMENDMENT TO PRIMING FACILITY CREDIT AGREEMENT (this “Amendment”) is entered into as of May 10, 2021 among GTT Communications, Inc., a Delaware corporation (the “Parent Guarantor”), GTT Communications B.V., a company organized under the laws of the Netherlands (the “Borrower”), the Lenders party hereto (which include the Required Lenders) (collectively, the “Consenting Lenders”) and Delaware Trust Company, as the administrative agent (the “Administrative Agent”). Capitalized terms used in this Amendment and not defined herein have the meanings assigned to them in the Credit Agreement (as defined below) referenced below.
Mercator Partners Acquisition Corp. One Fountain Square 11911 Freedom Drive, Suite 590 Reston, Virginia 20190 June 15, 2006Employment Agreement • October 19th, 2006 • Global Telecom & Technology, Inc. • Blank checks • Virginia
This Employment Agreement (“Agreement”) will serve to confirm the terms of your employment with Mercator Partners Acquisition Corp. (“Mercator” or “Company”) as Executive Chairman. In consideration of the mutual promises contained in this Agreement, you and Mercator agree to the following terms of employment.
ContractShare Purchase Agreement • September 2nd, 2021 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • England and Wales
From: Cube Telecom Europe Bidco Limited 1 Bartholomew Lane London, EC2N 2AX United Kingdom(the “Buyer”) To: GTT Communications Inc7900 Tysons One Place Suite 1450 McLean, VA 22102(the “Principal Seller”) GTT Holdings Limited 125 Old Broad Street London, EC2N 1AR United Kingdom(“GTT Holdings”) Global Telecom and Technology Holdings Ireland Limited The Exchange, George’s Dock I.F.S.C. Dublin, 1 D01 P2V6(“GTT Holdings Ireland”) Hibernia NGS Limited The Exchange, George’s Dock, IFSC Dublin 1 D01 P2V6(“NGS Limited”) GTT Americas LLC7900 Tysons One Place Suite 1450 McLean, VA 22102 ("GTT Americas")
ContractRevolving Loan Note • May 30th, 2012 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • New York
SALES NOVATION AGREEMENTSales Novation Agreement • September 8th, 2010 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Virginia
THIS SALES NOVATION AGREEMENT is entered into as of this 31st day of August, 2010 (the “Agreement”), by and between Revelation Networks Incorporated, a Florida corporation (“Revelation” or the “Agent”), and Global Telecom & Technology Americas, Inc., a Virginia corporation (“GTT”).
Re: Retention BonusRetention Bonus Agreement • November 1st, 2021 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
On behalf of GTT Communications, Inc. (“GTT”, and together with its subsidiaries, the “Company Group” or “we”), we are pleased to offer you the opportunity to receive a retention bonus as set forth below if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). In order to be eligible for the Retention Bonus (as defined below) you must sign and return this Agreement to GTT by October 28, 2021, agreeing to the terms specified in this Agreement, otherwise the Agreement shall be null and void.
NOTENote • May 6th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone)
THIS NOTE (“NOTE”) HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2018 • GTT Communications, Inc. • Telephone communications (no radiotelephone) • Delaware
GTT Communications, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that, pursuant to the authority conferred upon the board of directors of the Company (the “Board”) by its Second Amended and Restated Certificate of Incorporation, as amended by that certain Certificate of Amendment dated December 31, 2013 (as amended from time to time in accordance with the terms hereof, hereinafter referred to as the “Certificate of Incorporation”), and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board has duly approved and adopted the following resolution:
