Ex 10.24
SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT (this "Agreement"), dated as of March 19, 1999, by and
among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation (the "Company"),
UNIVERSAL TRADING TECHNOLOGIES CORPORATION, a Delaware corporation and a
subsidiary of Ashton ("UTTC"), and XXXXX X. XXXXXXXXX ("Rosensaft").
WHEREAS, Rosensaft owns beneficially or otherwise 1,000 shares (the "Ashton
Shares") of the outstanding common stock of the Company, par value $.01 per
share;
WHEREAS, Rosensaft owns beneficially or otherwise 333,333 shares of the
outstanding common stock of UTTC, par value $.01 per share ("UTTC Common
Stock"); and
WHEREAS, certain disputes have arisen among Rosensaft, on the one hand, and
the Company and UTTC, on the other, and the parties have agreed to settle and
resolve each and every dispute and to enter into this Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
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Section 1.1 Definitions. In addition to the terms elsewhere defined in this
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Agreement, the following terms when
used in this Agreement shall have the following respective meanings;
"Affiliate" means, with respect to a Person, any other Person
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controlled by or, as of the date of this Agreement, controlling or under common
control with, such Person. "Control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, the
holding of proxies, by contract or otherwise.
"Ashton Shares" is defined in the Recitals.
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"Person" means any individual, corporation, partnership, limited
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liability company, firm, joint venture, association, joint stock company, trust,
unincorporated organization, governmental entity or other entity or
organization.
"Securities Act" shall mean the Securities Act of 1933, as amended.
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"Subsidiaries" shall mean UTTC and each corporation as to which the
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Company, directly or indirectly, owns a majority of the outstanding stock or
other ownership interests having voting power under ordinary circumstances to
elect a majority of directors of such corporation or other Persons performing
similar functions for such entity.
"UTTC Common Stock" is defined in the Recitals.
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"Rosensaft's Old UTTC Shares" means the 333,333 shares of UTTC Common
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Stock already owned by Rosensaft.
"Rosensaft's New UTTC Shares" means the 416,633 shares of UTTC Common
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Stock to be issued to Rosensaft pursuant to Section 2.2 of this Agreement.
"Rosensaft's UTTC Shares" means Rosensaft's Old UTTC Shares and
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Rosensaft's New UTTC Shares, collectively.
ARTICLE II
TERMS OF AGREEMENT
2.1 Monetary Payment. On or before March 19, 1999, the Company shall
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pay Rosensaft Forty-Seven Thousand Five Hundred Dollars and No Cents ($47,500)
in the form of a certified or bank check.
2.2 Issuance of UTTC Common Stock. On or before March 19, 1999, UTTC
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shall cause 416,633 shares of UTTC Common Stock to be issued to Rosensaft and a
Stock Certificate shall be presented to him reflecting such issuance. On or
before March 19, 1999, UTTC also shall issue a new stock certificate to
Rosensaft with respect to Rosensaft's Old UTTC Shares free of any restrictive
legends.
2.3 Registration Rights. Pursuant to the terms and subject to the
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conditions set forth in Article III below, Rosensaft is to have piggy-back
registration rights with respect to Rosensaft's New UTTC Shares.
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2.4 Release. Effective upon the satisfaction in full of the terms set
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forth in Sections 2.1 and 2.2 of this Agreement, each of the parties hereto for
himself and on behalf of itself and each and every one of its present and former
stockholders, officers, directors, employees, agents, parents, Subsidiaries,
Affiliates and predecessors, does hereby release and forever discharge each of
the other parties hereto and each of their respective heirs, executors,
administrators, present and former stockholders, officers, directors, employees,
agents, parents, Subsidiaries, Affiliates and predecessors, of any and all
manner of claims, demands, damages, actions, causes of action or suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialities,
covenants, contracts, controversies, agreements, promises, trespasses, judgments
and executions whatsoever, in law or equity, whether known or unknown, directly
or indirectly, which any of them or any of their heirs, executors,
administrators, present and former stockholders, officers, directors, employees,
agents, parents, Subsidiaries, Affiliates and predecessors can, shall or may
have, or ever had, or might have but for this release, for, upon or by reason of
any matter, cause or thing whatsoever, from the beginning of the world to the
date of this Agreement; provided, however, that nothing herein shall operate to
release or discharge any claims arising from or related to any breach of the
representations, warranties and
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agreements contained in this Agreement or otherwise affect the validity and
enforceability of Section 2.5 and Article III of the Settlement Agreement dated
as of January 30, 1997, between the Company, UTTC, Rosensaft, the Dover Group,
Inc., and Xxxxxxxxx X. Xxxxxxxxxxx (the "Prior Settlement Agreement").
2.5 Agreement Not to Xxx. At no time shall any party hereto initiate,
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assert, prosecute or support or cause, or permit any Person under its or his
control to initiate, assert, prosecute or support any claim or demand
whatsoever, against any of the other parties hereto, for, upon or by reason of
any matter, cause or thing whatsoever for which the parties are released and
discharged pursuant to Section 2.4 above, whether known or unknown.
Notwithstanding anything to the contrary contained in this Section 2.5, any
party hereto may initiate, assert, prosecute and support a claim against any
other party hereto arising from or related to any breach of the representations,
warranties and agreements contained in this Agreement or Article III of the
Prior Settlement Agreement.
2.6 Waiver of Derivative Claim. At no time shall any party hereto
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initiate, assert, prosecute or support a derivative claim which can be asserted
on behalf of the Company or any of its Subsidiaries in relation to, by reason
of, based upon, or arising out of or in connection with this Agreement or the
claims which are settled and/or released by this Agreement.
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ARTICLE III
REGISTRATION RIGHTS
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3.1 Rosensaft Registration Rights. If UTTC proposes at any time
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following the date hereof to register any shares of the UTTC Common Stock in a
public offering registered under the Securities Act ("an Offering") through an
underwriter or underwriters, UTTC shall promptly give written notice to
Rosensaft of its intention to register the UTTC Common Stock. Such written
notice shall include, without limitation, a list of the jurisdictions in which
UTTC intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws. Upon receipt of UTTC's written notice, Rosensaft
shall have thirty days to provide UTTC with a written request specifying the
total number of Rosensaft's New UTTC Shares to be included in such registration
under the Securities Act. UTTC shall include in the registration statement (and
any related qualification under blue sky laws or other compliance required under
the Securities Act) all shares of Rosensaft's New UTTC Shares requested by
Rosensaft to be included therein; provided, however, that UTTC may at any time
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withdraw or cease proceeding with any such registration if it shall at the same
time withdraw or cease proceeding with the registration of all the other shares
of UTTC Common Stock originally proposed to be registered.
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Additionally, at any time prior to receiving UTTC's written notice,
Rosensaft shall have the right to provide UTTC with a written request specifying
the total number of shares of UTTC Shares to be registered in connection with
any future public offering of UTTC Common Stock, without regard to whether UTTC
is contemplating at that time any proposal to register any shares of UTTC Common
Stock in any public offering.
Nothing contained in this Agreement is intended to modify, change or
affect in any way Rosensaft's registration and underwriting rights with respect
to Rosensaft's Old UTTC Shares pursuant to Article III of the Prior Settlement
Agreement.
3.2 Underwriting. Rosensaft shall have the right to offer any or all of
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Rosensaft's New UTTC Shares in any underwriting of an Offering, provided,
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however, that such right shall be conditioned upon Rosensaft's requesting
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inclusion of Rosensaft's New UTTC Shares in the underwriting on the terms and
conditions provided herein. In agreeing to distribute any or all of Rosensaft's
New UTTC Shares through such underwriting, Rosensaft shall (together with UTTC
and the other holders distributing their UTTC Common Stock through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by UTTC. In the event
that the managing underwriter determines that marketing
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factors require a limitation or cutback on the number of shares of UTTC Common
Stock to be sold, then UTTC, subject to the Guarantee (as defined below), will
include in such Offering only that number of shares of UTTC Common Stock which
it is so advised by the managing underwriter should be included in such
Offering. In the event of such a limitation or cutback, the UTTC Common Stock
proposed by UTTC to be registered and those shares encompassed in the Guarantee
(as defined below) shall have the first priority and all other shares of UTTC
Common Stock for which registration rights have been requested by Rosensaft and
other selling shareholders (the "Selling Shareholders' Shares") shall be given a
second priority without preference among the relevant holders. If less than all
of the Selling Shareholders' Shares are to be included in the Offering, such
Shares (other than those shares encompassed in the Guarantee (as defined below))
shall be included in the Offering pro rata based on the total number of shares
sought to be offered other than by UTTC. No Person may participate in any
Offering hereunder unless such Person (x) agrees to sell such Person's UTTC
Common Stock (other than Rosensaft's Old UTTC Shares) on the basis provided in
any underwriting arrangements approved by UTTC and (y) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements
(exclusive of any lock-up
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provision with respect to any or all of Rosensaft's Old UTTC Shares).
Any shares of Rosensaft's New UTTC Shares that are not included in any
Offering as a result of any limitation or cutback (other than those shares
encompassed in the Guarantee (as defined below)) shall be subject to the same
lock-up provision, if any, as all other Selling Shareholders. Notwithstanding
any other provision in this Agreement, nothing shall require or obligate
Rosensaft to agree to any lock-up provision with respect to Rosensaft's Old UTTC
Shares.
If Rosensaft disapproves of the terms of any such underwriting, he may
elect to withdraw all or any portion of Rosensaft's New UTTC Shares therefrom,
including those shares encompassed in the Guarantee (as defined below), by
written notice to UTTC and the underwriter.
Notwithstanding any other provision of this Section 3.2, UTTC
guarantees Rosensaft that UTTC shall include in any Offering a minimum number of
Rosensaft's New UTTC Shares equivalent to the greater of (a) 100,000 shares of
UTTC Common Stock, or (b) 5% of the total number of shares of UTTC Common Stock
included in such Offering, without regard to any limitation or cutback (the
"Guarantee").
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In the event that UTTC is determined by a court after a final
adjudication to have breached the Guarantee, the Company and UTTC agree that, in
addition to any damages for which they may be liable, they shall be jointly and
severally liable for all costs, including reasonable attorney's fees and
expenses, incurred by Rosensaft in any action to enforce the Guarantee or for
breach of the Guarantee; however, the Company and UTTC do not agree to be liable
for any costs, including reasonable attorney's fees and expenses, attributed to
other claims pursued by Rosensaft against the Company or UTTC.
3.3 Expenses of Registration. All expenses incurred in connection with
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the registration and offering of Rosensaft's New UTTC Shares contemplated by
this Agreement including, without limitation, all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, fees and disbursements of accountants and counsel for UTTC,
underwriters and other persons retained by UTTC, messenger and other related
expenses, shall be paid solely by UTTC and, to the extent that they agree, any
holders of shares of UTTC Common Stock other than Rosensaft whose shares are
included in such registration statement. Rosensaft and the Selling Shareholders
shall pay their own legal fees, selling discounts and commissions on shares of
UTTC Common Stock offered at their request.
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3.4 Registration Procedures. Upon the filing of a registration
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statement under the Securities Act, consistent with this Agreement, UTTC will
keep Rosensaft, if participating therein, advised in writing as to the filing of
such registration statement and as to the completion thereof. UTTC will:
(1) keep such registration statement effective for a period no less
than 180 days or until the distribution or sale of Rosensaft's New
UTTC Shares has been completed, whichever first occurs; and
(2) furnish such number of prospectuses and other documents incident
thereto as Rosensaft from time to time may reasonably request.
3.5 Indemnification. (a) Rosensaft will, if any of Rosensaft's New UTTC
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Shares are included in a registration statement pursuant to Section 3.1,
indemnify UTTC, and each of its directors and officers who sign such
registration statement, each underwriter of the UTTC Common Stock and its
directors and officers, and each Person who controls each underwriter within the
meaning of the Securities Act ("Controlling Person"), against all claims,
losses, damages and liabilities (or actions in respect thereof) solely arising
out of or solely based on any untrue statement (or alleged untrue statement) of
a material fact contained in any such registration statement, prospectus or
other document in reliance upon and in conformity with written information
provided to UTTC by Rosensaft specifically for use therein, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in reliance upon and
in conformity with written
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information provided to UTTC by Rosensaft specifically for use therein and will
reimburse UTTC and each of its directors and officers and each underwriter and
its directors, officers, and Controlling Persons, for any legal and other
expenses reasonably incurred in connection with defending any such claim, loss,
damage, liability or action.
(b) With respect to a registration statement filed pursuant to Section
3.1, UTTC will indemnify Rosensaft, each underwriter of the UTTC Common Stock
and its directors and officers, and each Person who controls each underwriter
within the meaning of the Securities Act, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus or other document (including any related registration statement,
notification or the like) incident to any such registration statement, or based
on any omission (or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation (or alleged violation) by UTTC of any rule or regulation
promulgated under the
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Securities Act applicable to UTTC and relating to action or inaction required of
UTTC in connection with any such registration statement and will reimburse
Rosensaft and each underwriter and its directors, officers, and Controlling
Person, for any legal and other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action;
provided, however, that UTTC will not be liable in any such case to the extent
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that any final damage award or fully adjudicated liability is based on any
untrue statement in any registration statement, prospectus or other document
made in reliance upon and in conformity with information furnished to UTTC in
writing by Rosensaft specifically for use therein or any omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in reliance upon and in conformity with
information furnished to UTTC in writing by Rosensaft specifically for use
therein.
(c) Each party entitled to indemnification under this Section 3.5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that,
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counsel for the Indemnifying Party who shall conduct the defense of such claim
or litigation shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld or delayed), and the Indemnified Party may
participate in such defense at such Party's expense; provided, further, that the
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failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section 3.5. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
3.6 Information by Rosensaft. If any of Rosensaft's UTTC Shares are
------------------------
included in any registration statement pursuant to Section 3.1, Rosensaft shall
furnish promptly in writing to UTTC such information regarding Rosensaft as UTTC
may request in writing and as shall be reasonably requested in connection with
any such registration statement, and UTTC shall be permitted to use such written
information in any registration statement.
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ARTICLE IV
CLOSING
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4.1 Closing. The closing of the transactions contemplated by this
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Agreement (the "Closing") shall take place on March 19, 1999 at 2:00 pm at the
offices of Kronish Xxxx Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx
Xxxx, XX 00000.
ARTICLE V
CONDITIONS TO CLOSING
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Each party's obligation to consummate the Closing is subject to the
satisfaction on or prior to the Closing of all of the following conditions:
5.1 Representations and Warranties: The representations and warranties
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of each party contained in this Agreement shall be true in all material respects
on and as of the Closing.
5.2 No Injunction. At or prior to the Closing, there shall be no
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injunction, restraining order or decree of any nature of any court or
governmental agency or body of competent jurisdiction that is in effect that
enjoins, restrains or prohibits the consummation of the transactions
contemplated by this Agreement.
ARTICLE VI
GENERAL PROVISIONS
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6.1 Mutual Representations and Warranties. Each party represents and
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warrants to the other parties that (i) the
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execution, delivery and performance of this Agreement has been duly authorized
and all actions necessary for the due execution, delivery and performance of
this Agreement have been taken, (ii) this Agreement constitutes the legal, valid
and binding obligation of the parties enforceable against each party in
accordance with its terms, (iii) it has been represented by legal counsel of its
choosing, and (iv) this Agreement, when executed, will have been executed and
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delivered as its own free act and deed and not as the result of duress by any
other party hereto. The representations, warranties and covenants of the parties
set forth in this Section 6.1 shall survive the Closing.
6.2 Rosensaft Representations and Warranties. Rosensaft hereby
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represents and warrants that he is receiving shares of UTTC Common Stock solely
for the purpose of investment and not with a view to distribution within the
meaning of the Securities Act. Rosensaft recognizes that Rosensaft's New UTTC
Shares have not been and, except as otherwise contemplated and provided for
herein, will not be registered under the Securities Act and acknowledges that he
has been fully advised as to the applicable limitations upon resale of such
Shares, including the need to hold such Shares indefinitely unless they are
subsequently registered under the Securities Act or unless an exemption from
such registration is available. Rosensaft further represents and
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warrants that there are no pre-emptive rights with respect to the Ashton Shares
or Rosensaft's UTTC Shares.
6.3 The Company and UTTC Representations and Warranties. The Company
---------------------------------------------------
and UTTC hereby represent and warrant that the 416,633 shares of UTTC Common
Stock issued to Rosensaft pursuant to this Agreement, when added to the 333,333
shares of UTTC Common Stock Rosensaft already owns, totaling 749,966 shares of
UTTC Common Stock, constitutes approximately 3.22 percent of the total issued
and outstanding shares of UTTC Common Stock as of the date of this Agreement.
The Company and UTTC further represent and warrant that prior to the execution
of this Agreement, the Company and UTTC, and their officers and directors have
not taken any steps or devised or implemented any plan or measure to issue
additional shares of UTTC Common Stock or options or warrants that have not been
disclosed to Rosensaft. The Company and UTTC further represent that they have no
present plans to issue additional shares of UTTC Common Stock; however, they
expressly reserve the right to do so if such action is determined to be in the
best interest of UTTC and its shareholders.
6.4 Further Assurances. Each party agrees from time to time, at the
------------------
request of any other party, to execute such documents or ratify such agreements
as may be reasonably necessary to effectuate the agreements contained herein.
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6.5 Modification. This Agreement shall not be modified or amended
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except by an agreement in writing executed by all parties hereto.
6.6 Applicable Law. This Agreement shall be governed by the law of the
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State of New York without regard to the principles of conflict of law thereof.
6.7 Entire Agreement. This Agreement contains the entire and final
----------------
agreement between the parties with respect to the subject matter hereof, and no
oral statements, assumptions or representations or prior written matter not
contained or referred to in this instrument shall have any force or effect.
6.8 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
6.9 Severability. If any provision of this Agreement or the application
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thereof to any Person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to other Persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
6.10 Headings. The headings used in the Agreement are for convenience
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only and shall not be deemed part of the agreements of the parties set forth
herein.
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6.11 Waiver. No consent or waiver, express or implied, by any party to
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or of any breach or default by another party of its obligations under this
Agreement shall be deemed or construed to be a consent or waiver to or of any
breach or default by the breaching party of any other obligations of such
breaching party under this Agreement. Failure on the part of any party to object
to or complain of any act or failure to act of any of the other parties or to
declare any of the other parties in default shall not constitute a waiver of any
right or remedy or the ability to object or complain or to declare any default
at any time in the future.
6.12 Submission to Jurisdiction. Any judicial proceeding brought with
--------------------------
respect to this Agreement must be brought in the United States District Court
for the Southern District of New York or, if such court lacks jurisdiction, any
state court sitting in New York City, New York, and by execution and delivery of
this Agreement each signatory hereto (i) hereby submits to and accepts,
generally and unconditionally, the exclusive jurisdiction of such court and any
related appellate court and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Agreement and (ii) irrevocably waives
any objection it may now or hereafter have as to the venue of any such suit,
action or proceeding brought in such a court or that such court is an
inconvenient forum.
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6.13 No Admissions. Nothing contained in this Agreement shall be
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considered an admission by either party of any wrongdoing under any Federal,
state or local statute, public policy, tort law, contract law, common law or
otherwise.
6.14 No Third Party Claims. Each party represents and warrants that no
---------------------
other Person has or, to the best knowledge of such party, claims any interest in
any potential claims, demands, causes of action, obligations, damages or suits
released pursuant to this Agreement; that it or he is the owner of all claims,
demands, causes of action, obligations, damages or suits so released; and that
it or he has not sold, assigned, transferred, conveyed or otherwise disposed of
any claim, demand, cause of action, obligation or liability subject to this
Agreement.
6.15 Notice. All notices or requests hereunder shall be sufficiently
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given for all purposes hereunder if in writing and delivered personally or by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Rosensaft shall be addressed
to:
Xxxxx X. Xxxxxxxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 00-X
Xxx Xxxx, Xxx Xxxx 00000
-- and --
000 Xxxx 00xx Xxxxxx, Xxx. 00-X
Xxx Xxxx, Xxx Xxxx 00000
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with a copy to:
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Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxxxxxx, Esq.
Xxxxx, Xxxxxxxx & Xxxxxxx
Xxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
or at such other address and to the attention of such other person as Rosensaft
may designate by written notice to the other parties hereto.
Notices to the Company or UTTC shall be addressed to:
The Ashton Technology Group
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxxx X. Xxxxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Universal Trading Technologies Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxxx X. Xxxxxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
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Kronish Xxxx Xxxxxx & Xxxxxxx LLP
1114 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxxx Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
or at such other address and to the attention of such other person as the
Company or UTTC may designate by written notice to the other parties hereto.
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6.16 Expenses. Whether the Closing does or does not occur, all legal
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and other costs and expenses incurred in connection with the negotiation and
execution of this Agreement shall be paid by the party incurring such costs and
expenses.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
THE ASHTON TECHNOLOGY
GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
--------------------------- ------------------------------
XXXXX X. XXXXXXXXX
Name: /s/ Xxxxxxx X. Ritterreiser
----------------------------
Title: President
---------------------------
UNIVERSAL TRADING
TECHNOLOGIES CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
------------------------
Title: President
-----------------------
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