REGISTRATION RIGHTS AGREEMENT
Exhibit 10.6
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 24, 2008 (this “Agreement”), is by and
between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Company”), and IMPERIUM MASTER FUND,
LTD., a Cayman Islands company (“Imperium”).
The Company has agreed, on the terms and subject to the conditions set forth in the Securities
Purchase and Loan Agreement, dated as of the date hereof (the “Securities Purchase Agreement”),
between the Company and Imperium, to issue and sell to Imperium a Warrant to purchase shares of the
Company’s Common Stock, par value $0.01 per share (the “Common Stock”).
In order to induce Imperium to enter into the Securities Purchase Agreement, the Company has
agreed to provide certain registration rights with respect to the resale of the shares of Common
Stock for which the Warrant is exercisable (the “Warrant Shares”).
In consideration of Imperium entering into the Securities Purchase Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
| 1. | DEFINITIONS. |
(a) Defined Terms. When used herein, the terms below shall have the respective
meanings indicated:
“Common Stock” has the meaning set forth in the recitals to this Agreement.
“Company” has the meaning set forth in the preamble to this Agreement.
“Effective Date” means the date on which the Registration Statement is declared effective by
the Commission.
“Filing Date” means the date on which the Registration Statement is filed with the Commission.
“Filing Deadline” means 60 days from the Closing Date.
“Holder” means any Person owning or having the right to acquire any Registrable Securities.
“Imperium” has the meaning set forth in the preamble to this Agreement.
“Registrable Securities” means the Warrant Shares and any other shares of Common Stock (or
other securities) issued or issuable pursuant to the terms of the Warrant, and any shares of
capital stock issued or issuable from time to time (with any adjustments) in replacement of,
in exchange for or otherwise in respect of the Warrant or the Warrant Shares.
“Registration Deadline” means 180 days after the Closing Date.
“Registration Default Payment Amount” means, with respect to the date on which a Registration
Default Payment Amount is due, 2.0% of the product of (i) the Market Price (as defined in the
Warrant) determined as of such date and (ii) the aggregate number of Registrable Securities held by
the Holder.
“Registration Period” has the meaning set forth in Section 2(f) of this Agreement.
“Registration Statement” means a registration statement or statements prepared in compliance
with the Securities Act and pursuant to Rule 415 under the Securities Act (“Rule 415”) or any
successor rule providing for the offering of securities on a continuous or delayed basis.
“Securities Purchase Agreement” has the meaning set forth in the recitals to this Agreement.
(b) Terms Defined in Securities Purchase Agreement. Any capitalized term used but not
defined herein has the meaning specified in the Securities Purchase Agreement.
(c) Usage. All definitions contained in this Agreement are equally applicable to the
singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and
words of similar import refer to this Agreement as a whole and not to any particular provision of
this Agreement.
| 2. | REGISTRATION. |
(a) Filing of Registration Statement. On or before the Filing Deadline, the Company
shall prepare and file with the Commission a Registration Statement on Form S-1 covering the resale
of all shares of Common Stock issuable upon exercise in full of the Warrant (such number to be
determined without regard to any limitation on such exercise). Such Registration Statement shall
state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such
indeterminate number of additional shares of Common Stock as may become issuable upon the exercise
of the Warrant in order to prevent dilution resulting from stock splits, stock dividends or similar
events.
(b) Effectiveness. The Company shall use its best efforts to cause the Registration
Statement to become effective as soon as practicable following the filing thereof, but in no event
later than the Registration Deadline. The Company shall respond promptly to any and all comments
made by the staff of the Commission with respect to a Registration Statement, and shall submit to
the Commission, within three Business Days after the Company learns that no review of such
Registration Statement will be made by the staff of the Commission or that the staff of the
Commission has no further comments on such Registration Statement, as the case may be, a request
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for acceleration of the effectiveness of such Registration Statement as soon as possible after the
submission of such request.
(c) Registration Default. If (i) the Registration Statement is not filed on or before
the Filing Deadline or declared effective by the Commission on or before the Registration Deadline
(in each case, covering the resale of all of the shares of Common Stock issuable upon exercise in
full of the Warrant (such number to be determined without regard to any limitation on such
exercise)), (ii) after a Registration Statement has been declared effective by the Commission,
sales of Registrable Securities (other than such Registrable Securities as are then freely saleable
pursuant to Rule 144(k)) cannot be made by a Holder under a Registration Statement for any reason
not within the exclusive control of such Holder or (iii) an amendment or supplement to a
Registration Statement, or a new registration statement, required to be filed pursuant to the terms
of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses
(i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall pay
the applicable Registration Default Payment Amount to each Holder, and for each thirty (30) day
period thereafter that such Registration Default remains uncured, an additional cash payment equal
the applicable Registration Default Payment Amount for such Holder (pro rated for any period of
less than thirty (30) days). The first payment required to be made by the Company under this
Section 2(c) shall be made within three Business Days following the date on which a Registration
Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of
each thirty (30) day period in which such Registration Default is continuing and (B) the date on
which such Registration Default is cured (or, if any such day is not a Business Day, on the
Business Day immediately following such day). Any such payment shall be in addition to any other
remedies available to each Holder at law or in equity, whether pursuant to the terms hereof or
otherwise.
(d) Allocation of Registered Shares. The initial number of the Registrable Securities
included in any Registration Statement and each increase in the number thereof included therein
shall be allocated pro rata among the Holders (based on the number of Registrable Securities then
held by or issuable to each Holder) at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the Commission. In
the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities,
each transferee shall be allocated the portion of the then remaining number of Registrable
Securities included in such Registration Statement and allocable to such Holder.
(e) Registration of Other Securities. During the period beginning on the date hereof
and ending on the Effective Date, the Company shall refrain from filing any registration statement
(other than (i) a Registration Statement filed hereunder or (ii) a registration statement on Form
S-8 with respect to stock option plans and agreements and stock plans currently in effect and
disclosed in the Securities Purchase Agreement or the schedules thereto or duly adopted after the
date hereof by a majority of the disinterested members of the Board of Directors or a majority of
the disinterested members of a committee of the Board of Directors established for such purpose).
In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement filed by the Company on behalf of the Holders pursuant to the terms hereof;
provided, however, the Company may include shares of Common Stock held by Persons having
“piggy-back” registration rights to the extent such shares and rights were disclosed in the
Securities Purchase Agreement, and
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the Company may include an additional 3,333,333 shares of Common Stock issued in connection with
common or preferred equity financings consummated after the date hereof.
(f) Registration Period. The Company will maintain the effectiveness of each
Registration Statement filed pursuant to this Agreement until the earlier to occur of (i) the date
on which all of the Registrable Securities eligible for resale thereunder have been publicly sold
pursuant to the Registration Statement or Rule 144, and (ii) the date on which all of the
Registrable Securities remaining to be sold under such Registration Statement (in the reasonable
opinion of counsel to the Company) may be immediately sold to the public under Rule 144(k) under
the Securities Act or any successor provision (the period beginning on the Registration Deadline
and ending on the earliest to occur of clause (i) or (ii) above being referred to herein as the
“Registration Period”) or until such later date as the Company shall determine.
| 3. | ADDITIONAL COVENANTS OF THE COMPANY. |
In addition to performing its obligations hereunder, including, without limitation, those
pursuant to Section 2, the Company shall, with respect to each Registration Statement:
(a) prepare and file with the Commission such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement as may be
necessary to comply with the provisions of the Securities Act or to maintain the effectiveness of
such Registration Statement during the Registration Period, or as may be reasonably requested by a
Holder in order to incorporate information concerning such Holder or such Holder’s intended method
of distribution;
(b) as soon as practicable following the Closing, take all steps necessary and otherwise use
its best efforts to secure the listing on the Principal Market of the Registrable Securities, and
at any Holder’s request, provide such Holder with reasonable evidence thereof;
(c) so long as a Registration Statement is effective covering the resale of the applicable
Registrable Securities owned by a Holder, furnish to each Holder such number of copies of the
prospectus included in such Registration Statement, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents as such Holder may
reasonably request in order to facilitate the disposition of such Holder’s Registrable Securities;
(d) use commercially reasonable efforts to register or qualify the Registrable Securities
under the securities or “blue sky” laws of such jurisdictions within the United States as shall be
reasonably requested from time to time by a Holder, and do any and all other acts or things which
may reasonably be necessary or advisable to enable such Holder to consummate the public sale or
other disposition of the Registrable Securities in such jurisdictions; provided that the Company
shall not be required in connection therewith or as a condition thereto to qualify to do business
or to file a general consent to service of process in any such jurisdiction;
(e) notify each Holder immediately after becoming aware of the occurrence of any event (but
shall not, without the prior written consent of such Holder, disclose to such Holder any facts or
circumstances constituting material non-public information) as a result of which the prospectus
included in such Registration Statement, as then in effect, contains an untrue statement of
material
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fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, and
as promptly as practicable prepare and file with the Commission and furnish to each Holder a
reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary
so that such prospectus does not contain an untrue statement of material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;
(f) use commercially reasonable efforts to prevent the issuance of any stop order or other
order suspending the effectiveness of such Registration Statement and, if such an order is issued,
to use commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible
time and to notify each Holder in writing of the issuance of such order and the resolution thereof;
(g) furnish to each Holder, on the date that such Registration Statement, or any successor
registration statement, becomes effective, a letter, dated such date, signed by outside counsel to
the Company and addressed to such Holder, confirming such effectiveness and, to the knowledge of
such counsel, the absence of any stop order;
(h) permit counsel for each Holder to review such Registration Statement and all amendments
and supplements thereto, and any comments made by the staff of the Commission and the Company’s
responses thereto, within three Business Days prior to the filing thereof with the Commission (or,
in the case of comments made by the staff of the Commission, within a reasonable period of time
following the receipt thereof by the Company); and
(i) subject to Section 2(f), in the event that, at any time, the number of shares available
under the Registration Statement is insufficient to cover the Registrable Securities issued or
issuable to the Holders under the Warrant (such number to be determined using the Exercise Price in
effect at such time and without regard to any limitation on the ability of any Holder to exercise
such Holder’s Warrant), the Company shall promptly amend such Registration Statement or file a new
registration statement, in any event as soon as practicable, but not later than the 10th day
following notice from a Holder of the occurrence of such event, so that such Registration Statement
or such new registration statement, or both, covers no less than the Registrable Securities issued
or issuable to the Holders under the Warrant (such number to be determined using the Exercise Price
in effect at such time and without regard to any limitation on the ability of any Holder to
exercise such Holder’s Warrant). The Company shall use its best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. Any Registration Statement filed pursuant to this Section 3(i) shall state that, to the
extent permitted by Rule 416 under the Securities Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable in order to
prevent dilution resulting from stock splits, stock dividends or similar events. Unless and until
such amendment or new Registration Statement becomes effective, each Holder shall have the rights
described in Section 2(c).
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| 4. | OBLIGATIONS OF EACH HOLDER. |
In connection with the registration of Registrable Securities pursuant to a Registration
Statement, each Holder shall:
(a) within three Business Days after receipt of written request from the Company, furnish to
the Company in writing such information regarding itself and the intended method of disposition of
such Registrable Securities as the Company shall reasonably request in order to effect the
registration thereof;
(b) upon receipt of any notice from the Company of the happening of any event of the kind
described in Sections 3(e) or 3(f), immediately discontinue any sale or other disposition of such
Registrable Securities pursuant to such Registration Statement until the filing of an amendment or
supplement as described in such Section 3(e) or withdrawal of the stop order referred to in such
Section 3(f), and use commercially reasonable efforts to maintain the confidentiality of such
notice and its contents;
(c) to the extent required by applicable law, deliver a prospectus to the purchaser of such
Registrable Securities;
(d) promptly notify the Company when it has sold all of the Registrable Securities
beneficially owned by it; and
(e) notify the Company in the event that any information supplied by such Holder in writing
for inclusion in such Registration Statement or related prospectus contains an untrue statement of
material fact or omits to state a material fact required to be stated therein or necessary to make
such information not misleading in light of the circumstances then existing.
| 5. | INDEMNIFICATION. |
In the event that any Registrable Securities are included in a Registration Statement under
this Agreement:
(a) The Company shall indemnify and hold harmless each Holder, the officers, directors,
employees, agents and representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages, liabilities or reasonable out-of-pocket expenses (whether joint or several) (collectively,
including reasonable legal expenses or other expenses reasonably incurred in connection with
investigating or defending same, “Losses”), insofar as any such Losses arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a material fact contained in such
Registration Statement under which such Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto, or (ii) the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Subject to the provisions of Section 5(c), the Company will
reimburse such Holder, and each such officer, director, employee, agent, representative or
controlling person, for any reasonable legal expenses or other out-of-pocket expenses (promptly as
such expenses are incurred) by any such entity or person in connection with investigating or
defending any Loss;
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provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of
any Loss if such settlement is effected without the consent of the Company (which consent shall not
be unreasonably withheld), nor shall the Company be obligated to indemnify any person for any Loss
to the extent that such Loss arises out of or is based upon (i) any untrue statement or alleged
untrue statement of material fact or omission to state a material fact required to be stated
therein or necessary to make statements therein not misleading, in either case, that conforms in
all material respects to written information furnished by such person expressly for use in such
Registration Statement or (ii) a failure of such person to deliver or cause to be delivered the
final prospectus contained in the Registration Statement and made available by the Company, if such
delivery is required by applicable law.
(b) Each Holder who is named in such Registration Statement as a selling shareholder, acting
severally and not jointly, shall indemnify and hold harmless the Company, the officers, directors,
employees, agents and representatives of the Company, and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, against any Losses insofar as
any such Losses arise out of or are based upon any untrue statement or alleged untrue statement of
a material fact stated therein or any omission to state a material fact required to be stated
therein or necessary to make statements therein not misleading that conforms in all material
respects to written information furnished by such person expressly for use in such Registration
Statement. Subject to the provisions of Section 5(c), such Holder will reimburse any reasonable
legal or other expenses (promptly as such expenses are incurred) by the Company and any such
officer, director, employee, agent, representative, or controlling person, in connection with
investigating or defending any such Loss; provided, however, that the foregoing indemnity shall not
apply to amounts paid in settlement of any such Loss if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably withheld); and provided, further,
that, in no event shall any indemnity under this Section 5(b) exceed the amount of the net proceeds
resulting from the sale of Registrable Securities by such Holder under such Registration Statement.
(c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding), such
indemnified party will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 5, promptly deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to participate in and to
assume the defense thereof with counsel selected by the indemnifying party and reasonably
acceptable to the indemnified party; provided, however, that an indemnified party shall have the
right to retain its own counsel, with the reasonably incurred fees and expenses of such counsel to
be paid by the indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between such indemnified
party and any other party represented by such counsel in such action or proceeding. The failure by
an indemnified party to notify the indemnifying party within a reasonable time following the
commencement of any action or proceeding of which the indemnified party is aware, to the extent
materially prejudicial to such indemnifying party’s ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this Section 5 with respect
to such action or proceeding, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability
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that it may have to any indemnified party otherwise than under this Section 5 or with respect to
any other action or proceeding.
(d) In the event that the indemnity provided in Sections 5(a) or 5(b) is unavailable or
insufficient to hold harmless an indemnified party for any reason, the Company and each Holder
agree, severally and not jointly, to contribute to the aggregate Losses to which the Company or
such Holder (or its respective officers, directors, employees, agents, representatives or
controlling persons), may be subject in such proportion as is appropriate to reflect the relative
fault of the Company and such Holder in connection with the statements or omissions which resulted
in such Losses; provided, however, that in no case shall such Holder be responsible for any amount
in excess of the net proceeds resulting from the sale of Registrable Securities under the
Registration Statement. Relative fault shall be determined by reference to whether any alleged
untrue statement or omission relates to information provided by the Company or by such Holder. The
Company and each Holder agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions of this Section
5(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who is not guilty of such
fraudulent misrepresentation. For purposes of this Section 5, each person who controls a Holder
within the meaning of either the Securities Act or the Exchange Act and each officer, director,
employee, agent or representative of such Holder shall have the same rights to contribution as such
Holder, and each person who controls the Company within the meaning of either the Securities Act or
the Exchange Act and each officer, director, employee, agent or representative of the Company shall
have the same rights to contribution as the Company, subject in each case to the applicable terms
and conditions of this Section 5(d).
(e) The obligations of the Company and each Holder under this Section 5 shall survive the
completion of any offering or sale of Registrable Securities pursuant to a Registration Statement
under this Agreement, or otherwise.
| 6. | RULE 144 SALES. |
With a view to making available to each Holder the benefits of Rule 144 and any other similar
rule or regulation of the Commission that may at any time permit such Holder to sell securities of
the Company to the public without registration, the Company agrees to furnish to such Holder, so
long as such Holder owns any Registrable Securities, promptly upon written request (i) a written
statement by the Company, if true, that it has complied with the reporting requirements of Rule 144
and the Exchange Act, (ii) to the extent not publicly available through the Commission’s XXXXX
database, a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company with the Commission, and (iii) such other information
as may be reasonably requested by such Holder in connection with such Holder’s compliance with any
rule or regulation of the Commission which permits the selling of any such securities without
registration.
| 7. | MISCELLANEOUS. |
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(a) Expenses of Registration. Except as otherwise provided in the Securities Purchase
Agreement, all reasonable expenses, other than underwriting discounts and commissions and fees and
expenses of counsel and other advisors to each Holder, incurred in connection with the
registrations, filings or qualifications described herein, including (without limitation) all
registration, filing and qualification fees, printers’ and accounting fees, the fees and
disbursements of counsel for the Company, and the fees and disbursements incurred in connection
with the letter described in Section 3(g), shall be borne by the Company.
(b) Amendment; Waiver. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended or waived except pursuant to a written instrument executed by
the Company and the Holders of at least a majority of the Registrable Securities then held by or
issuable to all Holders. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
(c) Notices. Any notice, demand or request required or permitted to be given by the
Company or a Holder pursuant to the terms of this Agreement shall be in writing and shall be deemed
delivered (i) when delivered personally or by verifiable facsimile transmission, unless such
delivery is made on a day that is not a Business Day, in which case such delivery will be deemed to
be made on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to
an overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail
(certified or registered mail, return receipt requested, postage prepaid), addressed as follows:
If to the Company:
Echo Therapeutics, Inc.
00 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: Chief Financial Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
00 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attn: Chief Financial Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy (which shall not constitute notice) to:
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to a Holder, to such address for the Holder as provided by such Holder under the Securities
Purchase Agreement, or as shall be designated by the Holder in writing to the other parties hereto
in accordance with this Section 7(c).
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(d) Assignment. Upon the transfer of any Registrable Securities by a Holder, the
rights of such Holder hereunder with respect to such securities so transferred shall be assigned
automatically to the transferee thereof, and such transferee shall thereupon be deemed to be a
“Holder” for purposes of this Agreement, as long as: (i) the Company is, within a reasonable period
of time following such transfer, furnished with written notice of the name and address of such
transferee, (ii) the transferee agrees in writing with the Company to be bound by all of the
provisions hereof, and (iii) such transfer is made in accordance with the applicable law and the
requirements of the Securities Purchase Agreement.
(e) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, and all of which together shall be deemed one and the same instrument. Any
executed signature page delivered by facsimile or e-mail transmission shall be binding to the same
extent as an original executed signature page, with regard to any agreement subject to the terms
hereof or any amendment thereto.
(f) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed entirely
within the State of New York.
(g) Holder of Record. A person is deemed to be a Holder whenever such person owns or
is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from
the record owner of such Registrable Securities.
(h) Entire Agreement. This Agreement and the other Transaction Documents constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and
thereof, superseding all prior agreements and understandings, whether written or oral, between or
among the parties hereto.
(i) Headings. The headings in this Agreement are for convenience only and are not to
be considered in construing or interpreting this Agreement.
(j) Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the
date first-above written.
| ECHO THERAPEUTICS, INC. | ||||
By:
|
Xxxxxxx X. Xxxxxx, M.D.
Chief Executive Officer |
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| IMPERIUM MASTER FUND, LTD. | ||||
By:
|
Xxxxxxx Xxxxxxx, Esq.
General Counsel |
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