Consulting Services Agreement
Exhibit
10.24
This
Consulting Services Agreement (“Agreement”) is entered this 1st day of March
2006, (“Effective Date”) by and between
Xxxxxxxxx
Partners, Ltd.
Xxxxxxxx
00, 0000 Xxxxxx, Xxxxxxxxxxx
(“Consultant”),
an International Consulting Company, and
000
XX 0xx Xxxxxx, Xxxxx 0000
Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 XXX
(“Client”),
a U.S. Corporation with reference to the following:
RECITALS
A.
Client
desires to be assured of the services of Consultant in order to avail itself
of
Consultant’s experience, skills, knowledge, abilities and background in the
fields of business development, financial consulting, and investor relations.
B.
Client
is therefore willing to engage Consultant upon the terms and conditions set
forth herein, and Consultant agrees to be engaged and retained by Client upon
the terms and conditions set forth herein.
NOW
THEREFORE, in consideration of the foregoing, of the mutual promises herein
set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1.
Engagement.
Client
hereby engages Consultant on a non-exclusive basis, and Consultant hereby
accepts the engagement to become a strategic consultant to Client in Europe
and
to render such advice, consultation, information and services to Client
regarding general investor relations, mergers and acquisitions and business
development, including but not limited to the following:
Consultant
intends to advise Client with respect to its plans and strategies for; (a)
aid
Client in developing a marketing plan directed at informing the investing public
as to the business of Client; (b) assist Client in its discussions with
underwriters, investors, brokers and institutions and other professionals
retained by Client; (c) inform Client about international banks offering stock
based credit line facilities; (d) assist Client with identifying possible
acquisitions or merger candidates; (e) advise and assist Client with public
relations and promotion matters; (f) advise Client about a listing of Client’s
common stock at a European stock exchange; and (g) introduce members of Client’s
management to European securities dealers and market makers, if Client so
desires. At no time will Consultant provide services which would require
Consultant to be registered and licensed with any federal or state regulatory
body or self-regulating agency.
2.
Term.
The term
of this Agreement (“Term”) shall commence on the date hereof and continue for a
period of one year (24) months as follows: Investor relations and corporate
advisory services will begin immediately upon the effective date hereof and
will
continue for a period of twelve (12) months. Professional maintenance and
continuing communication with the established network will continue thereafter
for an additional three (3) months.
3.
Compensation.
In
connection with the appointment of Consultant hereunder and as consideration
for
Consultant entering into this Agreement, Client and Consultant agree to the
following (for transfer and wiring instructions see Appendix 1):
3.1
Engagement Fee:
As an
initial engagement fee hereunder Consultant shall receive a fee of 375,000
shares of Client payable on the date hereof (“Engagement Fee”). Such 375,000
shares shall be delivered to Consultant within 10 days of the effective date
hereof. The shares transferred under this paragraph will be freely tradable,
duly authorized, validly issued and outstanding, fully paid and non-assessable
and will not be subject to any liens or encumbrances For the continuing
performance of its consulting services under this Agreement client shall pay
Consultant €15,000 per month due on the 1st
day of
each month beginning the effective date hereof.
3.2
Finder’s Fee:
(a) Finder’s
fees as follows: (i) in the case of an M&A transaction involving AZUR and
any entity or entities (“Introduced
Entities”)
introduced to AZUR directly by Consultant including those introduced directly
by
Consultant prior to date of this Agreement, AZUR shall pay Consultant at the
closing of such transaction cash in the amount equal to 8% of the aggregate
Consideration (as hereinafter defined) from $0 to, but excluding, $10,000,000,
6% of the aggregate Consideration from $10,000,000 to, but excluding,
$20,000,000, 4% of the aggregate Consideration from $20,000,000 to, but
excluding, $30,000,000, 3% of the aggregate Consideration from $30,000,000
to,
but excluding, $40,000,000, and 2% of the Consideration from $40,000,000 and
above; (ii) in connection with any investment made by an Introduced Entity
involving the purchase of equity securities xx XXXX, XXXX shall pay to
Consultant at the closing of such transaction cash in an amount equal to 10%
of
the aggregate Consideration (as hereinafter defined) from $0 to, but excluding,
$1,000,000, 8% of the aggregate Consideration from $1,000,000 to, but excluding,
$3,000,000, 6% of the aggregate Consideration from $3,000,000 to, but excluding,
$5,000,000, 4% of the aggregate Consideration from $5,000,000 to, but excluding,
$10,000,000, 3% of the aggregate Consideration from $10,000,000 to, but
excluding, $20,000,000 and 2% of the Consideration from $20,000,000 and above;
and (iii) in connection with any investment made by an Introduced Entity
involving the purchase of debt securities xx XXXX, XXXX shall pay to Consultant
at the closing of such transaction cash in an amount equal to 4% of the
aggregate Consideration (as hereinafter defined) from $0 to, but excluding,
$1,000,000, 3% of the aggregate Consideration from $1,000,000 to, but excluding,
$3,000,000, 2% of the aggregate Consideration from $3,000,000 to, but excluding,
$5,000,000, 1.5% of the aggregate Consideration from $5,000,000 to, but
excluding, $10,000,000, 1.25% of the aggregate Consideration from $10,000,000
to, but excluding, $20,000,000 and 1% of the Consideration from $20,000,000
and
above. For purposes of this Agreement, “Consideration”
shall
include the aggregate amount of cash, securities, or other assets received,
or
paid by, AZUR or its shareholders in connection with a purchase of AZUR’s equity
or debt securities and, in the case of an M&A transaction, plus (a) the
present value of any payments made or to be made pursuant to installment notes,
covenants not-to-compete, or other, similar arrangements (but excluding any
future compensation for future employment in an amount consistent with that
paid
by AZUR prior to the M&A transaction; (b) the face amount of any debt (but
excluding operating leases, trade payables and normal accruals) which is assumed
otherwise borne by the purchaser; and (c) the amount of any dividends or other
extraordinary payments or distributions made in anticipation of the M&A
transaction. The “present
value of any payments made or to be made”
shall
be determined using the face amount of the payments, and a discount rate equal
to the yield of 5-year Treasuries plus 1% at the end of the day immediately
preceding the close of the M&A transaction. Any securities or other non-cash
consideration, received as consideration shall have a value equal to the cash
equivalent value, as reasonably determined by the mutual agreement of the
parties hereto. If the M&A transaction takes the form of a purchase of
assets and an assumption of liabilities, then Consideration shall include the
fair market value of the assets purchased, plus the face amount of any debt
(but
excluding operating leases, trade payables and normal accruals) that is assumed
by the purchaser. If all or any portion of the Consideration payable in
connection with the M&A transaction includes contingent future payments,
then AZUR shall pay to Consultant, upon consummation of the M&A transaction,
an additional cash fee determined in accordance with this Paragraph 4(c), when,
and if, such contingency payments are received. However, in the event of an
installment purchase at a fixed price and a fixed time schedule AZUR agrees
to
pay to Consultant, upon consummation of the M&A transaction, a cash fee
determined in accordance with this Paragraph 4(c) based upon the present value
of such installment payments using a discount rate referenced above.
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3.3
Shares as Payment For Services.
Consultant may, at its discretion, elect to accept
shares of the Corporation’s common stock, or warrants to purchase the
Corporation’s
common stock, as Consultant Fees, as set forth below, in lieu of cash
compensa tion
due
pursuant to the Agreement:
a) Should
Consultant accept shares of the Corporation’s registered and un-restricted
common stock it shall be valued, for compensation purposes, at
75% of
the 21 day trailing Bid price per share from the date of issuance.
b) Should
Consultant accept shares of the Corporation’s restricted common stock
it
shall be valued for compensation purposes at 50% of the 21 day trailing
Bid price per share from the date of issuance.
c)
Should
Consultant accept warrants for shares of the Corporation’s common
stock
the warrants should be for a period of Ten (10) years from the date
of
issuance and be valued for compensation purposes and for at 50%
of
the 21 day trailing Bid price per share from the date of issuance. Warrants
shall provide for standard “Cashless” exercise provisions.
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4.
Registration
Rights.
For any
restricted shares of Client’s common stock Consultant holds or will hold in the
future which have not been registered under the Securities Act of 1933, as
amended, or shares issued to Consultant upon the exercise of Warrants for shares
of Client’s common stock, Client hereby guarantees and grants to Consultant
contractual rights to register the shares at any point of time (a) by requiring
Client to file a separate registration statement (“Demand Registration”), or (b)
by including the aforementioned shares if and when Client files a registration
statement (“Piggy-Back Registration”). Therefore, commencing on the date hereof,
Consultant may request registration, whether underwritten or otherwise, whether
Demand Registration or Piggy-Back Registration, under the Securities Act of
1933, as amended, of all or part of registerable shares of Client’s common stock
held by Consultant; on Form S-1 or any similar long-form registration
(collectively, "Long-Form Registrations") or, if available, on Form S-2 or
S-3
or any similar short-form registration ("Short-Form Registrations"). Each
request for a Long-Form Registration or Short-Form Registration shall specify
the approximate number of registerable shares requested to be registered and
the
anticipated price range for such offering. Consultant shall be entitled to
request Demand Registrations with respect to the registerable shares held by
Consultant. A registration will not count as a Demand Registration hereunder
until such registration has become effective and unless Consultant is able
to
register 100% of the registerable shares requested to be included in such
registration. Demand Registrations will be Short-Form Registrations whenever
Client is permitted to use any applicable short form. After Client has become
subject to the reporting requirements of the Securities Exchange Act of 1934,
as
amended, Client will use all reasonable efforts to make Short-Form Registration
available for the sale of registerable shares. This article survives the
expiration or termination of this Agreement for any reason.
5.
Non-Circumvention.
Client
and Consultant expressly agree that this Agreement constitutes a binding
contract. Client, intending to be legally bound, hereby irrevocably agrees
not
to circumvent, avoid, bypass, or obviate Consultant, directly or indirectly,
to
avoid payments or fees, commissions, or any other form of compensations to
Consultant in any transaction with any corporation, partnership, or individual,
revealed by either party to the other, in connection with any projects, or
currency exchanges, or any loans or collaterals, or any findings, or any
financings, or any other transactions involving products, commodities, services,
additions, renewals, extensions, rollovers, amendments, new contracts,
re-negotiations, parallel contracts or agreements or third party assignments
hereof. Therefore Client shall not contact any investors or lenders or other
individuals or entities introduced by Consultant during the term of this
Agreement without prior written consent from Consultant. If a transaction of
any
kind is consummated within twenty four (24) months of the termination of this
Agreement whether debt or equity financing or any other transaction with an
investor or lender or other individual or entity introduced directly or
indirectly by Consultant to Client and/or Client enters into an agreement to
acquire or be acquired by an entity or individual introduced directly or
indirectly by Consultant to Client during the term of this Agreement, then
that
transaction shall be deemed to have been arranged by Consultant under this
Agreement and Client shall remunerate Consultant as specified in Paragraph
3.
This article survives the expiration or termination of this Agreement for any
reason.
6.
Remedy.
If
Client breaches any term of this Agreement or violates any of his obligations
under this Agreement, e.g. any compensation or fee payments or the
Non-Circumvention clause or the Confidentiality clause or any other term,
Consultant may seek all remedies and appropriate equitable relief allowed by
law, and Consultant shall be entitled to a legal monetary penalty and equitable
remedies equal to the maximum fees allowed by a competent court, at law or
in
equity, including all legal and other expenses, and Consultant may also, at
its
option, terminate or suspend all performances or services remaining to be
rendered by Consultant under this Agreement without being obligated to pay
back
or reimburse any compensation or fee payments previously received by Consultant
under this Agreement. Client agrees that a breach of any of the covenants
contained in this Agreement will cause irreparable injury to Consultant, that
Consultant might not have adequate remedy at law in respect of such breach
and,
as a consequence, that each and every covenant contained in this Agreement
shall
be specifically enforceable against Client, and Client hereby waives and agrees
not to assert any defenses against an action for specific performance of such
covenants except for a defense that no event of default has occurred. Client
acknowledges that it will be impossible to measure in money the damage to
Consultant caused by any failure to comply with the covenants set forth in
this
Agreement, that each such covenant is material, and that in the event of any
such failure, Consultant will not have an adequate remedy at law or in damages.
Therefore, the parties consent to the issuance of an injunction or the
enforcement of other equitable remedies against Client at the suit of
Consultant, without bond or other security, to compel performance of all of
the
terms of this Agreement, and waive the defense of the availability of relief
in
damages. This article survives the expiration or termination of this Agreement
for any reason.
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7.
Standard
of Care.
Consultant warrants that it services shall be performed by personnel possessing
competency consistent with applicable industry standards. No other
representation, express or implied, and no warranty or guarantee are included
or
intended in this Agreement, or in any report, opinion, deliverable, work
product, document or otherwise. Furthermore, no guarantee is made as to the
efficacy or value of any services performed or software developed. This section
sets forth the only warranties provided by Consultant concerning the services
and related work product. This warranty is made expressly in lieu of all other
warranties, express or implied, including without limitation any implied
warranties of fitness for a particular purpose, merchantability,
non-infringement, title or otherwise. This article survives the expiration
or
termination of this Agreement for any reason.
8.
Limitation
of Liability.
Consultant’s liability, including but not limited to Client’s claims of
contributions and indemnification related to third party claims arising out
of
services rendered by Consultant, and for any losses, injury or damages to
persons or properties or capitals or belongings or goods or assets or work
performed arising out of or in connection with this Agreement and for any other
claim, shall be limited to the lesser of (i) Twenty Five Thousand Dollars
(US$25,000) or (ii) payment received by Consultant from Client for the
particular service provided giving rise to the claim. Notwithstanding anything
to the contrary in this Agreement, Consultant shall not be liable for any
special, indirect, consequential, lost profits, or punitive damages. Client
agrees to limit Consultant’s liability to Client and any other third party for
any damage on account of any error, omission or negligence to a sum not to
exceed the lesser of (i) Twenty Five Thousand Dollars (US$25,000) or (ii) the
payment received by the Company for the particular service provided giving
rise
to the claim. The limitation of liability set forth herein is for any and all
matters for which Consultant may otherwise have liability arising out of or
in
connection with this Agreement, whether the claim arises in contract, tort,
statute, or otherwise. Client shall give Consultant written notice within thirty
(30) days of obtaining knowledge of the occurrence of any claim or cause of
action which Client believes that it has, or may seek to assert or allege,
against Consultant, whether such claim is based in law or equity, arising under
or related to this Agreement or to the transactions contemplated hereby, or
any
act or omission to act by Consultant with respect hereto. If Client fails to
give such notice Consultant with regard to any such claim or cause of action
and
shall not have brought legal action for such claim or cause of action within
said time period, Client shall be deemed to have waived, and shall be forever
barred from bringing or asserting such claim or cause of action in any suit,
action or proceeding in any court or before any governmental agency or authority
or any arbitrator. All notices or other communications hereunder shall be in
writing, sent by courier or the fastest possible means, provided that recipient
receives a manually signed copy and the transmission method is scheduled to
deliver within 48 hours, and shall be deemed given when delivered to the
principal office address or such other address as may be specified in a written
notice in accordance with this section. Any party may, by notice given in
accordance with this Section to the other parties, designate another address
or
person or entity for receipt of notices hereunder. This article survives the
expiration or termination of this Agreement for any reason.
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9.
Indemnification.
Client
agrees to save harmless, indemnify and defend Consultant, its agents and
employees from and against any cost, loss, damage, liability, judgment and
expense whatsoever, including attorney’s fees, suffered or incurred by it by
reason of, or on account of, any misrepresentation made to it or its status
or
activities as Consultant under this Agreement. In the event any litigation
or
controversy arises out of or in connection with this Agreement between the
parties hereto, Consultant shall be entitled to recover from Client all
reasonable attorney's fees, expenses and suit costs, including those associated
within the appellate or post-judgment collections proceedings. Client further
agrees to indemnify Consultant’s officers, directors, agents, and
representatives against all losses, claims, damages, liabilities, and expenses
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any registration statement, prospectus, or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, and shall reimburse Consultant
and such officers, directors, agents, and representatives for any legal or
other
expenses reasonably incurred by Consultant and such officers, directors, agents,
and representatives in connection with the investigation or defense of such
loss, claim, damage, liability or expense. This article survives the expiration
or termination of this Agreement for any reason.
10.
Representation.
Client
hereby represents and warrants to Consultant that it is duly organized and
in
good standing under State Law and under Federal Law, is current in its filings
and disclosures with the appropriate regulatory bodies and has all requisite
power and authority to carry on business as now conducted and as contemplated
herein. Client represents and warrants that each person signing this Agreement
on behalf of Client is duly authorized and has legal capacity to execute and
deliver this Agreement. Client further represents and warrants to Consultant
that the execution and delivery of the Agreement and the performance of
obligations hereunder have been duly authorized and that the Agreement is a
valid and legal agreement binding on such party and enforceable in accordance
with its terms. Client further represents to Consultant that to the best
knowledge of the Officers and Directors of Client, all statements, either
written or oral, made by Client to Consultant are true and accurate, and contain
no material misstatements, or omission fact. Client acknowledges that estimates
of performance made by Client are based upon the best information available
to
Client officers at the time of said estimates of performance. Client further
acknowledges that the information it delivers to Consultant will be used by
Consultant in preparing materials regarding Client’s business, including but not
necessarily limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with other paragraphs of this Agreement, Client
shall hold the Consultant harmless from any and all errors, omissions,
misstatements in connection with all information furnished by Client to
Consultant. This article survives the expiration or termination of this
Agreement for any reason.
11.
Termination.
Either
party upon the giving of not less than thirty (30) days written notice may
terminate this Agreement after the expiration of twelve months, delivered to
the
parties at their principal business address or addresses. Any such notice shall
be deemed to be properly given when transmitted by way of registered mail.
The thirty (30) days termination period shall not begin until the other
party has received or is deemed to have received the notice of termination.
Anything herein to the contrary notwithstanding, in the event that Consultant
determines in good faith that its relationship with Client subjects Consultant
or any of its employees or agents to potential violations of any applicable
law,
regulation, or order, then this Agreement, and all obligations of Consultant
hereunder, shall expire immediately upon Consultant giving notice to Client
of
such determination. This Agreement may be terminated at any time after the
expiration of twelve months without notice by Consultant (i) for illegal acts
or
willful neglect on the part of Client or Client’s management, agents or
employees or (ii) in the event any representation, warranty, covenant, or
agreement of Client contained in this Agreement shall prove to be inaccurate
in
whole or in part. Upon termination, regardless of the reason of such
termination, Consultant shall have no obligation to pay back to Client or
reimburse Client any compensation or fee payments previously received under
this
Agreement.
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12.
Exclusivity
and Performance.
The
services of Consultant hereunder shall not be exclusive, and Consultant and
its
agents may perform similar or different services for other persons or entities
whether or not they are competitors of Client. Consultant shall be required
to
expend only such time as is necessary to service Client in a commercially
reasonable manner. Consultant will determine the method, details, and means
of
performing the above-described services. Consultant may, at Consultant’s own
expense, use any employees or subcontractors as Consultant deems necessary
to
perform the services required of Consultant by this Agreement. Client may not
control, direct, or supervise Consultant’s employees or subcontractors in the
performance of those services.
13.
Confidentiality. Client
and Consultant acknowledge and agree that confidential and valuable information
proprietary to either one party and obtained during its business relationship
with either one party, shall not be, directly or indirectly, disclosed without
the prior express written consent of the other party, unless and until such
information is otherwise known to the public generally or is not otherwise
secret and confidential. All such confidential information provided to either
one party by the other shall be clearly and conspicuously marked with the word
“Confidential”. Consultant may disclose Client’s confidential information
pursuant to applicable laws or regulations, provided that Consultant may
disclose only information required for services and performances hereunder.
Furthermore Client acknowledges and agrees that the existence of this Agreement
and the Agreement itself, including single paragraphs, terms, provisions,
conditions and/or any other section of the Agreement, shall not be, directly
or
indirectly, in total or in parts, disclosed to any third party without the
prior
express written consent of Consultant.
14.
Independent
Contractor.
In its
performance hereunder, Consultant and its agents shall be an independent
contractor. Consultant shall complete the services required hereunder according
to its own means and methods of work, shall be in the exclusive charge and
control of Consultant and shall not be subject to the control or supervision
of
Client. Client acknowledges that nothing in this Agreement shall be construed
to
require Consultant to provide services to Client at any specific time, or in
any
specific place or manner, unless otherwise mutually agreed.
15.
Jurisdiction,
Governing Law and Arbitration. This
Agreement shall be construed under and in accordance with the laws of the State
of Delaware. Both parties hereby consent to the State of Delaware as the proper
jurisdiction for any such proceeding if applicable. In connection with any
Client claim against Consultant arising out of or relating to this Agreement,
Client agrees that such controversy or claim shall be submitted to arbitration,
in conformity with the Federal Arbitration Act (Section 9 U.S. Code Section
901
et seq), and shall be conducted in accordance with the Rules of the American
Arbitration Association. Any judgment rendered as a result of the arbitration
of
any Client claim or dispute shall upon being rendered by the arbitrators be
submitted to a Court of competent jurisdiction in the State of Delaware. The
aforementioned choice of venue is intended by the parties to be mandatory and
not permissive in nature, thereby precluding the possibility of litigation
between the parties with respect to or arising out of this Agreement in any
manner or jurisdiction other than that specified in this paragraph. Client
hereby waives any right it may have to assert the doctrine of forum non
convenience or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this paragraph, and stipulates that the
State and Federal courts located in the State of Delaware shall have in personam
jurisdiction and venue over Client for the purpose of litigating any dispute,
controversy, or proceeding arising out of or related to this Agreement. To
the
fullest extent permitted by law, and as separately bargained-for-consideration,
Client hereby waives any right to trial by jury in any action, suit, proceeding,
or counterclaim of any kind arising out of or relating to this
Agreement.
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16.
Miscellaneous. No
waiver
of any of the provisions of this Agreement shall be deemed or shall constitute
a
waiver of any other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing by all parties. This Agreement
constitutes the entire agreement between the parties and supersedes any prior
agreements or negotiations. This Agreement may, if required, be signed in
counterparts, or by facsimile. Neither party assumes any responsibilities or
obligation whatsoever, other than the responsibilities and obligations expressly
set forth in this Agreement or a separate written agreement between Client
and
Consultant. Neither party shall be liable under the provisions of this Agreement
for damages on account of accidents, fires, acts of God, government actions,
state of war, or any other causes beyond the control of the party whether or
not
similar to those enumerated. In the event of a conflict between this Agreement
and any future agreements executed in connection herewith, the provisions of
this Agreement shall generally prevail. It is acknowledged and agreed by Client
and Consultant that should any provision of this Agreement be declared or be
determined to be illegal or invalid by final determination of any court of
competent jurisdiction, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected thereby, and the illegal
or
invalid part, term or provision shall be deemed not to be a part of this
Agreement. Time is of the essence in respect to all provisions of this Agreement
that specify a time for performance; provided, however, that the foregoing
shall
not be construed to limit or deprive a party of the benefits of any grace or
use
period allowed in this Agreement. Except as otherwise expressly provided in
this
Agreement, Client’s representations, Client’s warranties, Client’s
indemnification of Consultant, and covenants contained in this Agreement, or
in
any instrument, certificate, exhibit, or other writing intended by the parties
to be a part of this Agreement, shall survive for twenty five (25) years after
the date of this Agreement. Each party and its counsel have participated fully
in the review and revision of this Agreement. Any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall
not
apply in interpreting this Agreement. The language in this Agreement shall
be
interpreted as to its fair meaning and not strictly for or against any party.
Headings used throughout this Agreement are for reference and convenience and
in
no way define by presentation, limit or describe the scope or intent of this
Agreement.
8
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date
first written above.
Signature: /s/
Xxxxxx Winfrey____________________
Name:
Xxx
Xxxxxxx, President
Xxxxxxxxx
Partners, Ltd.
Signature: /s/
Daisy Rafoi_______________________
Name:
Daisy
Rafoi, Managing Director
9
Appendix
1:
Transfer
and Wiring Instructions
10
