EXHIBIT 10.1
INTEREST PURCHASE AGREEMENT
THIS INTEREST PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 23rd day of March, 2004, by and among TOUCHSTONE RESOURCES LTD., a
British Columbia corporation (the "Company"), THE COFFEE EXCHANGE, INC., a
Delaware corporation ("CEI"), and TOUCHSTONE LOUISIANA, INC., a Nevada
corporation and wholly-owned subsidiary of CEI ("Touchstone Louisiana").
RECITALS
WHEREAS, the Board of Directors of the Company and CEI, and the Boards of
Directors and stockholders of Touchstone Louisiana, have approved, and deem it
advisable and in the best interests of their respective companies and
stockholders to consummate, the transactions contemplated hereby upon the terms
and subject to the conditions set forth in this Agreement; and
WHEREAS, the Company wishes to sell to Touchstone Louisiana, and
Touchstone Louisiana wishes to purchase from the Company, the Company's ten
percent (10%) membership interest (the "Interest") in LS Gas, LLC, a Delaware
limited liability company.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties, covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
THE PURCHASE AND SALE
1.1 THE PURCHASE AND SALE.
Upon the terms and subject to the conditions set forth in this
Agreement, on the Closing Date, the Company shall sell to Touchstone Louisiana,
and Touchstone Louisiana shall purchase from the Company, one hundred percent
(100%) of the Interest owned by the Company, in consideration for which CEI
shall issue to the Company one hundred thousand (100,000) shares (the "CEI
Shares") of CEI common stock, $.001 per share ("CEI Common Stock"; such
transactions, the "Transactions").
1.2 CLOSING DATE.
The closing of the Transactions (the "Closing") shall take place at
a time and on a date to be specified by the parties (the "Closing Date") at the
offices of Xxxxxxx Xxxxx & Xxxxx, P.C., 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, or at such other place as may be mutually agreed upon in
writing by the parties hereto. At the Closing: (i) the Company shall deliver or
cause to be delivered to Touchstone Louisiana certificates or agreements
evidencing the Interest; (ii) CEI shall issue to the Company certificates
evidencing the CEI Shares; and (iii) each of the parties to this Agreement shall
have executed any and all additional documents and agreements, provided any and
all additional consents and approvals, and taken all such other actions as are
required under this Agreement to complete the transactions contemplated hereby.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby makes the following representations and
warranties to CEI and Touchstone Louisiana:
2.1 ORGANIZATION AND QUALIFICATION.
The Company is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, with the corporate power and
authority to own and operate its business as presently conducted, except where
the failure to be or have any of the foregoing would not have a Material Adverse
Effect. The Company is duly qualified as foreign corporations to do business and
is in good standing in each jurisdiction where the character of its properties
owned or held under lease or the nature of its activities makes such
qualification necessary, except for such failures to be so qualified or in good
standing as would not, individually or in the aggregate, have a Material Adverse
Effect.
2.2 AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.
The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement and to
consummate the Transactions. The execution and delivery of this Agreement by the
Company and the performance by the Company of its obligations hereunder and the
consummation of the Transactions have been duly authorized by its board of
directors and all other necessary corporate action on the part of the Company,
and no other corporate proceedings on the part of the Company is necessary to
authorize this Agreement and the Transactions. This Agreement has been duly and
validly executed and delivered by the Company and, assuming that it has been
duly authorized, executed and delivered by the other parties hereto, constitutes
a legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
2.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
Neither the execution and delivery of this Agreement by the Company
nor the performance by the Company of its obligations hereunder, nor the
consummation of the Transactions, will: (i) conflict with the Company's
Memorandum and Articles; (ii) violate any statute, law, ordinance, rule or
regulation applicable to the Company or any of its respective properties or
assets; or (iii) violate, breach, be in conflict with or constitute a default
(or an event that, with notice or lapse of time or both, would constitute a
default) under, or permit the termination of any provision of, or result in the
termination of, the acceleration of the maturity of, or the acceleration of the
2
performance of any obligation of the Company under, or result in the creation or
imposition of any Liens upon any properties, assets or business of the Company
under, any material contract or any order, judgment or decree to which the
Company is a party or by which the Company or any of its assets or properties is
bound or encumbered except, in the case of clauses (ii) and (iii), for such
violations, breaches, conflicts, defaults or other occurrences that,
individually or in the aggregate, would not have a Material Adverse Effect.
2.4 TITLE TO THE INTEREST.
The Company has good and marketable title to the Interest, and the
Interest is owned of record and beneficially by the Company, free and clear of
any Liens. Except for this Agreement, there are no outstanding options,
warrants, agreements, conversion rights, preemptive rights, or other rights to
subscribe for, purchase or otherwise acquire the Interest. There are no voting
trusts or other agreements or understandings to which the Company or any of its
subsidiaries is a party with respect to the voting of the Interest, and there is
no indebtedness of the Company or its subsidiaries issued and outstanding that
has general voting rights with respect to the Interests. Except for this
Agreement, there are no outstanding obligations of any Person to repurchase,
redeem or otherwise acquire any of the Interest.
2.5 INVESTMENT INTENT.
The CEI Shares being acquired in connection with the Transactions
are being acquired for the Company's own account for investment purposes only
and not with a view to, or with any present intention of, distributing or
reselling any of such CEI Shares. The Company acknowledges and agrees that the
CEI Shares have not been registered under the Securities Act or under any state
securities laws, and that the CEI Shares may not be, directly or indirectly,
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed
of without registration under the Securities Act and applicable state securities
laws, except pursuant to an available exemption from such registration. The
Company also acknowledges and agrees that neither the SEC nor any securities
commission or other Governmental Authority has (a) approved the transfer of the
CEI Shares or passed upon or endorsed the merits of the transfer of the CEI
Shares, this Agreement or the Transactions; or (b) confirmed the accuracy of,
determined the adequacy of, or reviewed this Agreement. The Company has such
knowledge, sophistication and experience in financial, tax and business matters
in general, and investments in securities in particular, that it is capable of
evaluating the merits and risks of this investment in the CEI Shares, and the
Company has made such investigations in connection herewith as it deemed
necessary or desirable so as to make an informed investment decision without
relying upon CEI or Touchstone Louisiana for legal or tax advice related to this
investment. The Company is an "accredited investors" within the meaning of Rule
501 promulgated under the Securities Act.
2.6 BROKERS AND FINDERS FEES.
Neither the Company or any of its subsidiaries, nor any of their
respective officers, directors, employees or managers, has employed any broker
or finder or incurred any liability for any investment banking fees, brokerage
fees, commissions or finders fees in connection with the Transactions for which
the Company or any of its subsidiaries has or could have any liability.
3
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Touchstone Louisiana hereby makes the following representations and
warranties to the Company:
3.1 ORGANIZATION AND QUALIFICATION.
(a) CEI and Touchstone Louisiana are duly organized, validly
existing and in good standing under the laws of their respective jurisdictions
of organization, with the corporate power and authority to own and operate their
respective businesses as presently conducted, except where the failure to be or
have any of the foregoing would not have a Material Adverse Effect. CEI and
Touchstone Louisiana are duly qualified as a foreign corporation or other entity
to do business and are in good standing in each jurisdiction where the character
of their respective properties owned or held under lease or the nature of their
respective activities makes such qualification necessary, except for such
failures to be so qualified or in good standing as would not have a Material
Adverse Effect.
3.2 AUTHORIZATION; VALIDITY AND EFFECT OF AGREEMENT.
CEI and Touchstone Louisiana have the requisite corporate power and
authority to execute, deliver and perform their respective obligations under
this Agreement and to consummate the Transactions. The execution and delivery of
this Agreement by CEI and Touchstone Louisiana and the performance by CEI and
Touchstone Louisiana of their respective obligations hereunder and the
consummation of the Transactions have been duly authorized by their respective
Board of Directors and all other necessary corporate action on the part of CEI
and Touchstone Louisiana, respectively, and no other corporate proceedings on
the part of the Company or Touchstone Louisiana are necessary to authorize this
Agreement and the Transactions. This Agreement has been duly and validly
executed and delivered by CEI and Touchstone Louisiana and, assuming that it has
been duly authorized, executed and delivered by the other parties hereto,
constitutes a legal, valid and binding obligation of CEI and Touchstone
Louisiana, in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
3.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
Neither the execution and delivery of the Agreement by CEI and
Touchstone Louisiana, nor the performance by CEI and Touchstone Louisiana of
their respective obligations hereunder or the consummation of the Transactions,
will: (i) conflict with CEI's or Touchstsone Louisiana's respective Certificates
of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or
regulation, applicable to CEI or Touchstone Louisiana or any of their respective
properties or assets; or (iii) violate, breach, be in conflict with or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or permit the termination of any provision
of, or result in the termination of, the acceleration of the maturity of, or the
acceleration of the performance of any obligation of CEI or Touchstone
4
Louisiana, or result in the creation or imposition of any Lien upon any of their
respective properties, assets or business under, any material contract or any
order, judgment or decree to which CEI or Touchstone Louisiana is a party or by
which they or any of their respective assets or properties is bound or
encumbered except, in the case of clauses (ii) and (iii), for such violations,
breaches, conflicts, defaults or other occurrences which, individually or in the
aggregate, would not have a Material Adverse Effect on their obligation to
perform their respective covenants under this Agreement.
3.4 ISSANCE OF CEI SHARES.
The CEI Shares have been duly authorized and, when issued and paid
for in accordance with this Agreement, will be validly issued, fully paid and
non-assessable shares of CEI Common Stock with no personal liability resulting
solely from the ownership of such shares and will be free and clear of all
liens, charges, restrictions, claims and encumbrances imposed by or through CEI.
3.5 INVESTMENT INTENT.
The Interest being acquired in connection with the Transactions is
being acquired for Touchstone Louisiana's own account for investment purposes
only and not with a view to, or with any present intention of, distributing or
reselling any of such Interest. Touchstone Louisiana acknowledges and agrees
that the Interest has not been registered under the Securities Act or under any
state securities laws, and that the Interest may not be, directly or indirectly,
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed
of without registration under the Securities Act and applicable state securities
laws, except pursuant to an available exemption from such registration.
Touchstone Louisiana also acknowledges and agrees that neither the SEC nor any
securities commission or other Governmental Authority has (a) approved the
transfer of the Interest or passed upon or endorsed the merits of the transfer
of the Interest, this Agreement or the Transactions; or (b) confirmed the
accuracy of, determined the adequacy of, or reviewed this Agreement. Touchstone
Louisiana has such knowledge, sophistication and experience in financial, tax
and business matters in general, and investments in securities in particular,
that it is capable of evaluating the merits and risks of this investment in the
Interest, and Touchstone Louisiana has made such investigations in connection
herewith as it deemed necessary or desirable so as to make an informed
investment decision without relying upon the Company for legal or tax advice
related to this investment. Touchstone Louisiana is an "accredited investor"
within the meaning of Rule 501 promulgated under the Securities Act.
3.6 BROKERS AND FINDERS.
Except as described in Section 5.9, neither Touchstone Louisiana nor
any of its respective officers, directors, employees or managers, has employed
any broker or finder or incurred any liability for any investment banking fees,
brokerage fees, commissions or finders' fees in connection with the Transactions
for which Touchstone Louisiana has or could have any liability.
5
ARTICLE IV
CERTAIN COVENANTS
4.1 CONFIDENTIALITY.
Each party shall hold, and shall cause its respective Affiliates and
representatives to hold, all Confidential Information made available to it in
connection with the Transactions in strict confidence, shall not use such
information except for the sole purpose of evaluating the Transactions and shall
not disseminate or disclose any of such information other than to its directors,
officers, managers, employees, shareholders, interest holders, Affiliates,
agents and representatives, as applicable, who need to know such information for
the sole purpose of evaluating the Transactions (each of whom shall be informed
in writing by the disclosing party of the confidential nature of such
information and directed by such party in writing to treat such information
confidentially). The above limitations on use, dissemination and disclosure
shall not apply to Confidential Information that (i) is learned by the
disclosing party from a third party entitled to disclose it; (ii) becomes known
publicly other than through the disclosing party or any third party who received
the same from the disclosing party, provided that the disclosing party had no
knowledge that the disclosing party was subject to an obligation of
confidentiality; (iii) is required by law or court order to be disclosed by the
parties; or (iv) is disclosed with the express prior written consent thereto of
the other party. The parties shall undertake all necessary steps to ensure that
the secrecy and confidentiality of such information will be maintained in
accordance with the provisions of this subsection (a). Notwithstanding anything
contained herein to the contrary, in the event a party is required by court
order or subpoena to disclose information that is otherwise deemed to be
confidential or subject to the confidentiality obligations hereunder, prior to
such disclosure, the disclosing party shall: (i) promptly notify the
non-disclosing party and, if having received a court order or subpoena, deliver
a copy of the same to the non-disclosing party; (ii) cooperate with the
non-disclosing party, at the expense of the non-disclosing party, in obtaining a
protective or similar order with respect to such information; and (iii) provide
only that amount of information as the disclosing party is advised by its
counsel is necessary to strictly comply with such court order or subpoena.
4.2 PROHIBITION ON TRADING IN CEI SECURITIES.
The Company acknowledges that information concerning the matters
that are the subject matter of this Agreement may constitute material non-public
information under United States federal securities laws, and that United States
federal securities laws prohibit any Person who has received material non-public
information relating to CEI from purchasing or selling securities of CEI, or
from communicating such information to any Person under circumstances in which
it is reasonably foreseeable that such Person is likely to purchase or sell
securities of CEI. Accordingly, until such time as any such non-public
information has been adequately disseminated to the public, the Company shall
not purchase or sell any securities of CEI, or communicate such information to
any other Person.
6
4.3 FURTHER ASSURANCES.
Each of the parties hereto agrees to use its reasonable best efforts
to take or cause to be taken all action, to do or cause to be done, and to
assist and cooperate with the other party hereto in doing, all things necessary,
proper or advisable under applicable laws to consummate and make effective, in
the most expeditious manner practicable, the Transactions, including, but not
limited to: (i) the satisfaction of the conditions precedent to the obligations
of any of the parties hereto; (ii) the defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the performance of the obligations hereunder; and (iii) the execution and
delivery of such instruments, and the taking of such other actions, as the other
party hereto may reasonably require in order to carry out the intent of this
Agreement.
4.4 APPROVAL BY TSX VENTURE EXCHANGE.
On or prior to Closing, the Company shall receive written approval
by the TSX Venture Exchange of the transactions contemplated herein.
4.5 NOTIFICATION OF CERTAIN MATTERS.
Each party hereto shall promptly notify the other party in writing
of any events, facts or occurrences that would result in any breach of any
representation or warranty or breach of any covenant by such party contained in
this Agreement.
ARTICLE V
MISCELLANEOUS
5.1 ENTIRE AGREEMENT.
This Agreement and the schedules and exhibits hereto contain the
entire agreement between the parties and supercede all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
5.2 AMENDMENT AND MODIFICATIONS.
This Agreement may not be amended, modified or supplemented except
by an instrument or instruments in writing signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.
5.3 EXTENSIONS AND WAIVERS.
At any time prior to the Closing, the parties hereto entitled to the
benefits of a term or provision may (a) extend the time for the performance of
any of the obligations or other acts of the parties hereto, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document, certificate or writing delivered pursuant hereto, or (c) waive
compliance with any obligation, covenant, agreement or condition contained
7
herein. Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in an instrument or instruments in writing
signed by the party against whom enforcement of any such extension or waiver is
sought. No failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a waiver of,
or acquiescence in, any breach of any representation, warranty, covenant or
agreement.
5.4 SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided, however,
that no party hereto may assign its rights or delegate its obligations under
this Agreement without the express prior written consent of the other party
hereto. Nothing in this Agreement is intended to confer upon any person not a
party hereto (and their successors and assigns) any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
5.5 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
The representations and warranties contained herein shall survive
the Closing and shall thereupon terminate eighteen (18) months after the
Closing, except that the representations contained in Sections 2.1, 2.2, 2.4,
3.1, 3.2, 3.4 and 3.5 shall survive indefinitely. All covenants and agreements
contained herein which by their terms contemplate actions following the Closing
shall survive the Closing and remain in full force and effect in accordance with
their terms. All other covenants and agreements contained herein shall not
survive the Closing and shall thereupon terminate.
5.6 HEADINGS; DEFINITIONS.
The Section and Article headings contained in this Agreement are
inserted for convenience of reference only and will not affect the meaning or
interpretation of this Agreement. All references to Sections or Articles
contained herein mean Sections or Articles of this Agreement unless otherwise
stated. All capitalized terms defined herein are equally applicable to both the
singular and plural forms of such terms.
5.7 SEVERABILITY.
If any provision of this Agreement or the application thereof to any
Person or circumstance is held to be invalid or unenforceable to any extent, the
remainder of this Agreement shall remain in full force and effect and shall be
reformed to render the Agreement valid and enforceable while reflecting to the
greatest extent permissible the intent of the parties.
5.8 SPECIFIC PERFORMANCE.
The parties hereto agree that in the event that the Company fails to
consummate the Transactions in accordance with the terms of this Agreement,
irreparable damage would occur, no adequate remedy at law would exist and
damages would be difficult to determine, and that CEI and Touchstone Louisiana
shall be entitled to specific performance in such event, without the necessity
of proving the inadequacy of money damages as a remedy, in addition to any other
remedy at law or in equity.
8
5.9 EXPENSES.
Whether or not the Transactions are consummated, and except as
otherwise expressly set forth herein, all legal and other costs and expenses
incurred in connection with the Transactions shall be paid by the party
incurring such expenses.
5.10 NOTICES.
All notices hereunder shall be sufficiently given for all purposes hereunder if
in writing and delivered personally, sent 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.
If to CEI or Touchstone Louisiana: with a copy to:
--------------------------------- --------------
The Coffee Exchange, Inc. Xxxxxxx Xxxxx & Xxxxx, P.C.
000 Xxxxxxxxxxxx Xxxxxxxxx 0000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx 000X Xxxxxxxxxxxx, XX 00000
Xxxx Xxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esquire
Attention: Xxxxxxx X. Xxxxxxxxxx
President
If to the Company: with a copy to:
----------------- --------------
Touchstone Resources Ltd. Dumoulin Black
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx Vancouver, British Columbia V6C 2T5
Canada X0X 0X0 Attention: Xxxxx Xxxxx
Attention: Xxxx X. Xxxx, President
5.11 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the laws that might
otherwise govern under applicable principles of conflicts of laws thereof,
except to the extent that the laws of British Columbia shall apply to the
internal corporate governance of the Company.
5.12 ARBITRATION.
If a dispute arises as to the interpretation of this Agreement, it
shall be decided in an arbitration proceeding conforming to the Rules of the
American Arbitration Association applicable to commercial arbitration then in
effect at the time of the dispute. The arbitration shall take place in Texas.
The decision of the Arbitrators shall be conclusively binding upon the parties
and final, and such decision shall be enforceable as a judgment in any court of
competent jurisdiction. The parties shall share equally the costs of the
arbitration.
9
5.13 COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same agreement.
5.14 CERTAIN DEFINITIONS.
As used herein:
(a) "Affiliate" shall have the meanings ascribed to such term in
Rule 12b-2 of the Exchange Act;
(b) "Confidential Information" shall mean the existence and contents
of this Agreement and any Schedules and Exhibits hereto, and all proprietary
technical, economic, environmental, operational, financial and/or business
information or material of one party which, prior to or following the Closing
Date, has been disclosed by the Company, on the one hand, or CEI or Touchstone
Louisiana, on the other hand, in written, oral (including by recording),
electronic, or visual form to, or otherwise has come into the possession of, the
other;
(c) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended;
(d) "Governmental Authority" shall mean any nation or government,
any state, municipality or other political subdivision thereof and any entity,
body, agency, commission or court, whether domestic, foreign or multinational,
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and any executive official thereof;
(e) "Liens" shall mean liens, pledges, charges, claims, security
interests, purchase agreements, options, title defects, restrictions on transfer
or other encumbrances, or any agreements (other than this Agreement) to do any
of the foregoing, of any nature whatsoever, whether consensual, statutory or
otherwise;
(f) "Material Adverse Effect" shall mean any adverse effect on the
business, condition (financial or otherwise) or results of operation of (i) in
the case of the Company, the Company and its subsidiaries, if any, which is
material to the Company and its subsidiaries, if any, taken as a whole, or (ii)
in the case of CEI, CEI and its subsidiaries, if any, which is material to CEI
and its subsidiaries, if any taken as a whole;
(g) "Person" shall mean any individual, corporation, partnership,
association, trust or other entity or organization, including a governmental or
political subdivision or any agency or institution thereof;
(h) "SEC" shall mean the Securities and Exchange Commission; and
(i) "Securities Act" shall mean the Securities Act of 1933, as
amended.
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE COFFEE EXCHANGE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
TOUCHSTONE LOUISIANA, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
TOUCHSTONE RESOURCES, LTD.
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: President
11
