THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT")
RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO
ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
CASTMOR RESOURCES LTD.
PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers Only)
To: The Board of Directors
Castmor Resources Ltd. (the "Company")
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX X0X 0X0
RE: ACQUISITION OF COMMON SHARES OF CASTMOR RESOURCES LTD.
A NEVADA CORPORATION (THE "COMPANY")
1. SUBSCRIPTION
1.1. The undersigned (the "Subscriber") hereby irrevocably subscribes for
and agrees to purchase 10,000,000 shares of the Company's common stock (the
"Shares") at a price of US$0.005 per Share (such subscription and agreement to
purchase being the "Subscription"), for the total subscription price of $50,000
USD (the "Subscription Proceeds"), which Subscription Proceeds are tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth herein. The Shares are referred to as the
"Securities".
1.2. The Company hereby agrees to sell, on the basis of the representations
and warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.
1.3. Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America.
2. PAYMENT
2.1. The Subscription Proceeds must accompany this Subscription Agreement.
2.2. If this Subscription Agreement is not accepted by the Company for
whatever reason within 90 days of the delivery of an executed Subscription
Agreement by the Subscriber, or the minimum offering amount (if any) is not
achieved by that time, this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction.
2.3. Where the Subscription Proceeds are paid to the Company, the Company
may treat the Subscription Proceeds as a non-interest bearing loan and may use
the Subscription Proceeds prior to this Subscription Agreement being accepted by
the Company.
2.4. The Subscriber shall complete, sign and return to the Company as soon
as possible, on request by the Company, any documents, questionnaires, notices
and undertakings as may be required by regulatory authorities, stock exchanges
and applicable law.
3. CLOSING
3.1. Closing of the purchase and sale of the Shares shall occur on or before
September 6, 2010, or on such other date as may be determined by the Company in
its sole discretion (the "Closing Date"). The Subscriber acknowledges that
Shares may be issued to other subscribers under this offering (the "Offering")
before or after the Closing Date. The Company, may, at its discretion, elect to
close the Offering in one or more closings, in which event the Company may agree
with one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Shares to such subscriber(s) against payment therefore at any
time on or prior to the Closing Date.
4. ACKNOWLEDGEMENTS OF SUBSCRIBER
4.1. The Subscriber acknowledges and agrees that:
(a) none of the Securities have been registered under the Securities Act of
1933, as amended (the "1933 Act"), or under any state securities or "blue sky"
laws of any state of the United States, and are being offered only in a
transaction not involving any public offering within the meaning of the 1933
Act, and, unless so registered, may not be offered or sold in the United States
or to U.S. Persons (as defined herein), except pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the 1933 Act,
and in each case only in accordance with applicable state and provincial
securities laws;
(b) the Company will refuse to register any transfer of any of the
Securities not made in accordance with the provisions of Regulation S, pursuant
to an effective registration statement under the 1933 Act or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act;
(c) the decision to execute this Subscription Agreement and purchase the
Shares agreed to be purchased hereunder has not been based upon any oral or
written representation as to fact or otherwise made by or on behalf of the
Company and such decision is based solely upon a review of publicly available
information regarding the Company available on the website of the United States
Securities and Exchange Commission (the "SEC") available at xxx.xxx.xxx (the
"Company Information");
(d) the Subscriber and the Subscriber's advisor(s) have had a reasonable
opportunity to review the Company Information and to ask questions of and
receive answers from the Company regarding the Offering, and to obtain
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy of the
information contained in the Company Information, or any other document provided
to the Subscriber;
(e) the books and records of the Company were available upon reasonable
notice for inspection, subject to certain confidentiality restrictions, by the
Subscriber during reasonable business hours at its principal place of business
and that all documents, records and books pertaining to this Offering have been
made available for inspection by the Subscriber, the Subscriber's attorney
and/or advisor(s);
(f) by execution hereof the Subscriber has waived the need for the Company
to communicate its acceptance of the purchase of the Shares pursuant to this
Subscription Agreement;
(g) the Company is entitled to rely on the representations and warranties
and the statements and answers of the Subscriber contained in this Subscription
Agreement and the Subscriber will hold harmless the Company from any loss or
damage it may suffer as a result of the Subscriber's failure to correctly
complete this Subscription Agreement;
(h) the Subscriber will indemnify and hold harmless the Company and, where
applicable, its respective directors, officers, employees, agents, advisors and
shareholders from and against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation whether
commenced or threatened) arising out of or based upon any acknowledgment,
representation or warranty of the Subscriber contained herein or in any other
document furnished by the Subscriber to the Company in connection herewith,
being untrue in any material respect or any breach or failure by the Subscriber
to comply with any covenant or agreement made by the Subscriber to the Company
in connection therewith;
(i) the issuance and sale of the Shares to the Subscriber will not be
completed if it would be unlawful or if, in the discretion of the Company acting
reasonably, it is not in the best interests of the Company;
(j) the Subscriber has been advised to consult the Subscriber's own legal,
tax and other advisors with respect to the merits and risks of an investment in
the Securities and with respect to the applicable resale restrictions, and it is
solely responsible (and the Company is not in any way responsible) for
compliance with:
(i) any applicable laws of the jurisdiction in which the Subscriber is
resident in connection with the distribution of the Securities hereunder, and
(ii) applicable resale restrictions;
(k) the Subscriber has not acquired the Shares as a result of, and will not
itself engage in, any "directed selling efforts" (as defined in Regulation S
under the 0000 Xxx) in the United States in respect of any of the Securities
which would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the Securities; provided, however, that
the Subscriber may sell or otherwise dispose of any of the Shares pursuant to
registration of any of the Shares pursuant to the 1933 Act and any applicable
state securities laws or under an exemption from such registration requirements
and as otherwise provided herein;
(l) the Subscriber is outside the United States when receiving and executing
this Subscription Agreement and is acquiring the Shares as principal for its own
account, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in such Shares;
(m) the statutory and regulatory basis for the exemption claimed for the
offer and sale of the Shares, although in technical compliance with Regulation
S, would not be available if the offering is part of a plan or scheme to evade
the registration provisions of the 1933 Act;
(n) the Company has advised the Subscriber that, if the Subscriber is a
Canadian resident, the Company is relying on an exemption from the requirements
to provide the Subscriber with a prospectus and to sell the Shares through a
person registered to sell securities and, as a consequence of acquiring the
Shares pursuant to this exemption, certain protections, rights and remedies
provided, including statutory rights of rescission or damages, will not be
available to the Subscriber;
(o) neither the SEC nor any other securities commission or similar
regulatory authority has reviewed or passed on the merits of any of the
Securities;
(p) no documents in connection with this Offering have been reviewed by the
SEC or any state securities administrators;
(q) there is no government or other insurance covering any of the
Securities; and
(r) this Subscription Agreement is not enforceable by the Subscriber unless
it has been accepted by the Company, and the Subscriber acknowledges and agrees
that the Company reserves the right to reject any subscription for any reason.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
5.1. The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing Date) that:
(a) the Subscriber is not a U.S. Person (as defined herein);
(b) the Subscriber is not acquiring the Shares for the account or benefit
of, directly or indirectly, any U.S. Person (as defined herein);
(c) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the
applicable securities laws of the securities regulators having application in
the jurisdiction in which the Subscriber is resident (the "International
Jurisdiction") which would apply to the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or
equivalent requirements under applicable securities laws or, if such is not
applicable, the Subscriber is permitted to purchase the Shares under the
applicable securities laws of the securities regulators in the International
Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in
the International Jurisdiction do not require the Company to make any filings or
seek any approvals of any kind whatsoever from any securities regulator of any
kind whatsoever in the International Jurisdiction in connection with the issue
and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Shares by the
Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or
any other report with respect to such purchase in the International
Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the
International Jurisdiction, and
the Subscriber will, if requested by the Company, deliver to the Company a
certificate or opinion of local counsel from the International Jurisdiction
which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv)
above to the satisfaction of the Company, acting reasonably;
(d) the Subscriber is acquiring the Shares as principal for investment only
and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and, in particular, it has no intention to
distribute either directly or indirectly any of the Securities in the United
States or to U.S. Persons (as defined herein);
(e) the Subscriber is outside the United States when receiving and executing
this Subscription Agreement;
(f) the Subscriber understands and agrees not to engage in any hedging
transactions involving any of the Securities unless such transactions are in
compliance with the provisions of the 1933 Act and in each case only in
accordance with applicable state securities laws;
(g) the Subscriber acknowledges that it has not acquired the Shares as a
result of, and will not itself engage in, any "directed selling efforts" (as
defined in Regulation S under the 0000 Xxx) in the United States in respect of
any of the Securities which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of any of the
Securities; provided, however, that the Subscriber may sell or otherwise dispose
of any of the Shares pursuant to registration of any of the Shares pursuant to
the 1933 Act and any applicable state securities laws or under an exemption from
such registration requirements and as otherwise provided herein;
(h) the Subscriber has the legal capacity and competence to enter into and
execute this Subscription Agreement and to take all actions required pursuant
hereto and, if the Subscriber is a corporation, it is duly incorporated and
validly subsisting under the laws of its jurisdiction of incorporation and all
necessary approvals by its directors, shareholders and others have been obtained
to authorize execution and performance of this Subscription Agreement on behalf
of the Subscriber;
(i) the entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or, if applicable, the constating documents
of, the Subscriber, or of any agreement, written or oral, to which the
Subscriber may be a party or by which the Subscriber is or may be bound;
(j) the Subscriber has duly executed and delivered this Subscription
Agreement and it constitutes a valid and binding agreement of the Subscriber
enforceable against the Subscriber;
(k) the Subscriber has received and carefully read this Subscription
Agreement;
(l) the Subscriber (i) has adequate net worth and means of providing for its
current financial needs and possible personal contingencies, (ii) has no need
for liquidity in this investment, and (iii) is able to bear the economic risks
of an investment in the Securities for an indefinite period of time, and can
afford the complete loss of such investment;
(m) the Subscriber has the requisite knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the
investment in the Securities and the Company;
(n) the Subscriber understands and agrees that the Company and others will
rely upon the truth and accuracy of the acknowledgements, representations,
warranties, covenants and agreements contained in this Subscription Agreement
and agrees that if any of such acknowledgements, representations and agreements
are no longer accurate or have been breached, the Subscriber shall promptly
notify the Company;
(o) the Subscriber is aware that an investment in the Company is speculative
and involves certain risks, including the possible loss of the investment;
(p) the Subscriber is purchasing the Shares for its own account for
investment purposes only and not for the account of any other person and not for
distribution, assignment or resale to others, and no other person has a direct
or indirect beneficial interest is such Shares, and the Subscriber has not
subdivided his interest in the Shares with any other person;
(q) the Subscriber is not an underwriter of, or dealer in, the shares of the
Company's common stock, nor is the Subscriber participating, pursuant to a
contractual agreement or otherwise, in the distribution of the Shares;
(r) the Subscriber has made an independent examination and investigation of
an investment in the Securities and the Company and has depended on the advice
of its legal and financial advisors and agrees that the Company will not be
responsible in anyway whatsoever for the Subscriber's decision to invest in the
Securities and the Company;
(s) if the Subscriber is acquiring the Shares as a fiduciary or agent for
one or more investor accounts, the Subscriber has sole investment discretion
with respect to each such account, and the Subscriber has full power to make the
foregoing acknowledgements, representations and agreements on behalf of such
account;
(t) the Subscriber is not aware of any advertisement of any of the Shares
and is not acquiring the Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;
(u) no person has made to the Subscriber any written or oral
representations:
(i) that any person will resell or repurchase any of the Securities,
(ii) that any person will refund the purchase price of any of the
Securities, or
(iii) as to the future price or value of any of the Securities;
5.2. In this Subscription Agreement, the term "U.S. Person" shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States.
6. ACKNOWLEDGEMENT AND WAIVER
6.1. The Subscriber has acknowledged that the decision to purchase the
Shares was solely made on the Company Information. The Subscriber hereby waives,
to the fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Shares.
7. REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY
7.1. The Subscriber acknowledges that the acknowledgements, representations
and warranties contained herein are made by it with the intention that they may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Shares under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Shares under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Shares, it will be representing and warranting
that the acknowledgements representations and warranties contained herein are
true and correct as of the date hereof and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares.
8. RESALE RESTRICTIONS
8.1. The Subscriber acknowledges that any resale of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that none of the Securities have been registered under the 1933 Act or the
securities laws of any state of the United States. None of the Securities may be
offered or sold in the United States unless registered in accordance with
federal securities laws and all applicable state securities laws or exemptions
from such registration requirements are available.
9. LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
9.1. The Subscriber hereby acknowledges that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing the Shares will
bear a legend in substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATIONS
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
9.2. The Subscriber hereby acknowledges and agrees to the Company making a
notation on its records or giving instructions to the registrar and transfer
agent of the Company in order to implement the restrictions on transfer set
forth and described in this Subscription Agreement.
10. COLLECTION OF PERSONAL INFORMATION
10.1. The Subscriber acknowledges and consents to the fact that the Company
is collecting the Subscriber's personal information for the purpose of
fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.
11. COSTS
11.1. The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase of the Shares shall
be borne by the Subscriber.
12. GOVERNING LAW
12.1. This Subscription Agreement is governed by the laws of the State of
Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada.
13. SURVIVAL
13.1. This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.
14. ASSIGNMENT
14.1. This Subscription Agreement is not transferable or assignable.
15. SEVERABILITY
15.1. The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.
16. ENTIRE AGREEMENT
16.1. Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.
17. NOTICES
17.1. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to the
address provided by the Subscriber herein and notices to the Company shall be
directed to it at the first page of this Subscription Agreement.
18. COUNTERPARTS AND ELECTRONIC MEANS
18.1. This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.
BY EXECUTING THIS AGREEMENT, THE SUBSCRIBER CERTIFIES THAT THE SUBSCRIBER AND
ANY BENEFICIAL PURCHASER FOR WHOM THE SUBSCRIBER IS ACTING IS RESIDENT IN THE
JURISDICTION SHOWN BELOW AS THE "ADDRESS OF THE SUBSCRIBER (RESIDENCE)". THE
ADDRESS OF THE SUBSCRIBER WILL BE ACCEPTED BY THE COMPANY AS A REPRESENTATIVE AS
TO THE ADDRESS OF RESIDENCY FOR THE SUBSCRIBER.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 22nd day of
September, 2010.
If an Individual: If a Corporation, Partnership or Other Entity:
/s/ Xxxxxx Xxxxx
Signature Print or Type Name of Entity
Xxxxxx Xxxxx
Print or Type Name Signature of Authorized Signatory
0000-0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0
Address of Subscriber (residence)
The Subscriber directs the Company to issue, register and deliver the
certificates representing the Shares as follows:
REGISTRATION INSTRUCTIONS: DELIVERY INSTRUCTIONS:
Name to appear on certificate Name and account reference, if applicable
SIN/Tax ID No. Contact name
Address Address
Telephone number
By signing this acceptance, the Company agrees to be bound by all
representations, warranties, covenants and agreements herein.
ACCEPTED this 22nd day of September, 2010.
CASTMOR RESOURCES LTD.
Per: /s//Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Authorized signatory
