EXHIBIT 10.4
SUBSCRIPTION AGREEMENT
NEWS COMMUNICATIONS, INC. COMMON STOCK
News Communications, Inc.
0 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Chairman
1. Application. The undersigned (the "Purchaser"), intending to be
legally bound, hereby agrees to purchase an aggregate number of shares (the
"Shares") of the common stock of News Communications, Inc. (the "Company"), at a
purchase price of $1.00 per Share, determined by dividing (i) the unpaid
principal balance of the Company's $150,000 indebtedness to X.X. Xxxxx
Investment Banking Corp. and all accrued and unpaid interest thereon (the
"Note") by (ii) $1.00. The undersigned shall pay the purchase price for the
Shares by tendering the Note to the Company which the Company shall xxxx
cancelled.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES ACT
OF ANY STATE. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SECTION 4(2) OF THE SECURITIES ACT. THE SECURITIES MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH SALES AND TRANSFERS ARE MADE
PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS.
2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows:
(a) The Purchaser, in making the decision to enter into this
Agreement and to commit to purchase the Shares, has relied upon
independent investigations made by her and her representatives, if any.
No oral representations have been made or oral information furnished to
the Purchaser in connection with the commitment to purchase of the
Shares; and the Purchaser and/or her advisors have had a reasonable
opportunity to ask questions of and receive answers from the Company
concerning the Shares.
(b) The Purchaser has been or will be supplied with or has and
will have sufficient access to all information, including financial
statements and other financial information of the Company, and has been
afforded with an opportunity to ask questions of and receive answers
concerning information to which a reasonable investor would attach
significance in making investment decisions, so that as a reasonable
investor the undersigned has been able to make the undersigned's
decision to commit to purchase the Shares.
(c) The Purchaser is able and will be able to bear the
substantial economic risks of an investment in the Shares for an
indefinite period of time, has no need for liquidity in such
investment, has made and will have made commitments to investments that
are not readily marketable which are reasonable in relation to the
undersigned's net worth and, at the present time, could afford a
complete loss of such investment.
(d) The Purchaser has such knowledge and experience in
financial, tax and business matters so as to enable her to utilize the
information made available to her in connection with the commitment to
purchase and the purchase of the Shares to evaluate the merits and
risks of an investment in the Shares and to make an informed investment
decision with respect thereto.
(e) The Purchaser acknowledges that the purchase of the Shares
involves a high degree of risk and further acknowledges that she can
bear the economic risk of the purchase of the Shares, including the
total loss of her investment. The Purchaser is not relying on the
Company with respect to the tax and other economic considerations of an
investment in the Shares, and the Purchaser has relied on the advice
of, or has consulted with, only her own advisor(s).
(g) The Purchaser has and will have full right and power to
perform pursuant to this Subscription Agreement and make an investment
in the Company and is authorized and otherwise duly qualified to
purchase and hold the Shares and to enter into this Subscription
Agreement.
(h) The Purchaser will be purchasing the Shares for her own
account, for investment and not with a view to resale or distribution
except in compliance with the Securities Act.
(i) The Purchaser understands that the Shares are being
offered and sold in reliance on an exemption from the registration
requirements of federal and state securities laws under Section 4(2) of
the Securities Act and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in
order to determine the applicability of such exemptions and the
suitability of the Purchaser to acquire the Shares. The
representations, warranties and agreements contained herein are true
and correct as of the date hereof and may be relied upon by the
Company, and the undersigned will notify the Company immediately of any
adverse change in any such representations and warranties which may
occur prior to the acceptance of the subscription and will promptly
send the Company written confirmation thereof. The representations,
warranties and agreements of the Purchaser contained herein shall
survive the execution and delivery of this Subscription Agreement and
the purchase of the Shares.
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(j) Neither the Purchaser nor any of her affiliates or agents
will, directly or indirectly, maintain any short position in the Shares
or any other securities of the Company for so long as any of the Shares
are owned by the undersigned.
3. Accredited Investor Status. The Purchaser further represents and
warrants that she is an "accredited investor" within the meaning of Regulation D
under the Securities Act.
4. Registration Rights.
(a) Agreement to Register. At any time from the date of
purchase of the Shares until the fifth anniversary of the date hereof,
at the request of the Purchaser (the "Registration Request"), the
Company shall prepare and use its best efforts to file with the
Securities and Exchange Commission (the "SEC") within 60 days of the
Registration Request a registration statement covering the resale of
the Shares (each, a "Registration Statement"), shall use its best
efforts to cause such Registration Statement to become effective as
soon as possible thereafter and to do all other things necessary to
cause such Registration Statement to be declared effective by the SEC
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualification under applicable
blue sky and other state securities laws in such jurisdictions as the
Purchaser may reasonably request, and appropriate compliance with
applicable regulations issued under the Securities Act) and as would
permit or facilitate the sale and distribution of all or such portion
of such Shares. The Purchaser shall have the right to make such
Registration Request on one occasion.
(b) If the Purchaser desires to distribute the Shares by means
of an underwriting, she shall make a Registration Request and so advise
the Company and shall select an underwriter reasonably acceptable to
the Company. At such time, the Company and the Purchaser shall enter
into an underwriting agreement in customary form with the underwriter
selected for such underwriting by the Company. The Company shall not be
required to effect more than two underwritten offerings of Shares. The
Company shall pay all expenses, other than underwriters' discounts and
commissions and fees and disbursements of experts and counsel retained
by the undersigned, relating to an underwriting of the Shares covered
by the first request, and the Purchaser shall pay all reasonable
registration expenses arising from the second such underwriting.
(c) If, at any time during the five-year period following the
date hereof, the Company proposes to file with the SEC a Registration
Statement with respect to any class of securities (other than pursuant
to a registration statement on Forms S-4 or S-8 or any successor form)
under the Securities Act, the Company shall notify the Purchaser at
least twenty (20) days prior to the filing of the Registration
Statement and will offer to include all or any portion of the Shares in
the Registration Statement. At the written request of the Purchaser,
delivered to the Company within ten (10) days after the date of the
Company's notice, the Purchaser shall state the number of Shares that
she wishes to sell under the proposed Registration Statement.
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(d) If the Registration Statement is filed with respect to an
underwritten offering, the Company and the Purchaser shall enter into
an underwriting agreement in customary form with the underwriter
selected for such underwriting by the Company. The Company shall pay
all expenses, other than underwriters' discounts and commissions and
fees and disbursements of experts and counsel retained by the
Purchaser, relating to an underwriting of the Shares.
(e) The Purchaser, if reasonably requested by the Company or
by the underwriter with respect to any public offering, shall agree not
to sell, make any short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any of the Shares (other than
those included in the Registration Statement) without the prior written
consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed one hundred eighty (180) days), from
the effective date of such Registration Statement, or the commencement
of the offering, as applicable, as may be requested by the
underwriters, provided that all other holders of the class of
securities being registered pursuant to the Registration Statement
shall make the same agreements as those made by the Purchaser under
this Section 4(e).
(f) The Purchaser shall promptly provide the Company with such
non-confidential and non-proprietary information as it shall reasonably
request and that is available to the Purchaser in order to prepare the
Registration Statement.
(g) All reasonable and necessary expenses in connection with
the preparation of the Registration Statement, including, without
limitation, any and all legal, accounting and filing fees, but not
including fees and disbursements of experts and counsel retained by the
Purchaser or underwriting discounts and commissions to be paid by the
Purchaser, shall be borne by the Company.
(h) The Company shall use its best efforts to cause the
Registration Statement to become effective, permitting the sale of the
Shares in accordance with the intended method or methods of
distribution thereof, and pursuant thereto, the Company shall as
expeditiously as possible:
(i) prepare and file with the SEC a Registration
Statement relating on any appropriate form under the
Securities Act, which form shall be available for the sale of
the Shares in accordance with the intended method or methods
of distribution thereof and use its best efforts to cause such
Registration Statement to become effective and keep such
Registration Statement effective in accordance with Section
4(h)(ii) below;
(ii) prepare and file with the SEC such amendments
and post-effective amendments to the Registration Statement as
may be necessary to keep the Registration effective until all
such Shares are sold; cause the prospectus to be supplemented
by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act; and
comply with the provisions of the Securities Act with respect
to the disposition of all securities
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covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of
distribution by the sellers thereof as set forth in such
Registration Statement or supplement to the prospectus;
provided, however, that the Company may, from time to time,
request that the Purchaser immediately discontinue the
disposition of the Shares if the Company determines, in the
good faith exercise of its reasonable business judgment, that
the offering and disposition of the Shares could materially
interfere with bona fide financing, acquisition or other
material business plans of the Company or would require
disclosure of non-public information, the premature disclosure
of which could materially and adversely affect the Company (it
being acknowledged that the Company is not required to
disclose in such request any such transaction, plan or
non-public information), so long as the Company promptly after
the disclosure of such transaction, plan or non-public
information complies with this Section 4(h)(ii);
(iii) notify the Purchaser and the underwriter, if
any, promptly, and (if requested by any such person) confirm
such advice in writing, (A) when the prospectus or any
prospectus supplement or post-effective amendment has been
filed, and, with respect to the Registration Statement or any
post-effective amendment thereto, when the same has become
effective, (B) of any request by the SEC for amendments or
supplements to the Registration Statement or the prospectus or
for additional information, (C) of the issuance by the SEC of
any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings
for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Shares for sale in any jurisdiction or
the initiation of any proceedings for such purpose and (E)
subject to the proviso below, of the happening of any event as
a result of which the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to
be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing
and, subject to Section 4(g)(ii) above, at the request of any
such person, prepare and furnish to such person a reasonable
number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter
delivered to the Purchaser of such shares, such prospectus
shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in
light of the circumstances then existing; provided, however,
the Company need not disclose the event if it otherwise has
not disclosed such event to the public;
(iv) if requested by the underwriter or the
Purchaser, promptly incorporate in a prospectus supplement or
post-effective amendment such information as the underwriter
and the Purchaser agree should be included therein relating to
the plan of distribution with respect to such Shares,
including, without limitation, the purchase price being paid
therefor by such underwriters and with
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respect to any other terms of the underwritten offering of the
Shares to be sold in such offering; and make all required
filings of such prospectus supplements or post-effective
amendments as soon as notified of the matters to be
incorporated in such prospectus supplements or post-effective
amendments;
(v) deliver to the Purchaser and the underwriters, if
any, without charge, as many copies of the prospectus
(including each preliminary prospectus) in conformity with the
requirement of the Securities Act and any amendments or
supplements thereto as such persons may reasonably request and
such other documents as they may reasonably request to
facilitate the prior sale or other disposition of the Shares;
(vi) prior to any public offering of Shares, register
or qualify or cooperate with the Purchaser, or the
underwriters, if any, in connection with the registration or
qualification of such Shares for offer and sale under the
securities or blue sky laws of such jurisdictions as the
Purchaser or underwriters, if any, reasonably requests in
writing and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of
the Shares covered by the Registration Statement; provided,
however, that the Company shall not be required to qualify to
do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to
general service of process in any such jurisdiction where it
is not then so subject or would subject the Company to any tax
in any such jurisdiction where it is not then so subject; and
(vii) with a view to making available the benefits of
certain rules and regulations of the SEC which may at any time
permit the sale of Shares to the public without registration,
during such time as a public market exists for its equity
securities, the Company agrees to:
(A) make and keep public information
available, as those terms are understood and defined
in Rule 144 under the Securities Act, at all times
after the effective date of the first registration
under the Securities Act filed by the Company for an
offering of its equity securities to the general
public;
(B) use its best efforts to file with the
SEC in a timely manner all reports and other
documents required of the Company under the
Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (at any time
after it has become subject to such reporting
requirements); and
(C) furnish to the Purchaser forthwith upon
request a written statement by the Company as to the
Company's compliance with the reporting requirements
of said Rule 144, and of the Securities Act and the
Exchange Act, a copy of the most recent annual or
quarterly report of the Company and such other
reports and documents of the Company as the
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Purchaser may reasonably request in availing itself
of any rule or regulation of the SEC allowing a
holder to sell any such securities without
registration.
(i) Notwithstanding the provisions of this Section 4 to the
contrary, the Company:
(i) may require the Purchaser to furnish to the
Company such information regarding the distribution of such
securities as the Company may from time to time reasonably
request in writing, and the Company may limit such
registration rights to situations where a proposed
distribution of Shares is to be effected forthwith upon the
effectiveness of the Registration Statement; and
(ii) may require the Purchaser to covenant that she
has not taken, and will not take, directly or indirectly, any
action designed, or which might reasonably be expected, to
cause or result in, under the Exchange Act or otherwise, or
which has caused or resulted in, stabilization or manipulation
of the price of any security of the Company to facilitate the
sale or resale of the Shares.
(j) The Purchaser agrees by acquisition of such Shares that,
upon receipt of the request referred to in the proviso of Section
4(h)(ii) or of any notice from the Company of the happening of any
event of the kind described in Section 4(h)(iii) hereof (other than as
provided in Section 4(h)(iii)(A) hereof), the Purchaser shall forthwith
discontinue disposition of Shares until she is advised in writing by
the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental documents or filings
that are incorporated by reference in the prospectus, and, if so
directed by the Company, the Purchaser shall deliver to the Company (at
the Company's expense) all copies other than permanent file copies then
in the Purchaser's possession, of the prospectus covering such Shares
current prior to the time of receipt of such notice.
5. Indemnification.
(a) The Company agrees to indemnify and hold harmless the
Purchaser against any losses, claims, damages, liabilities or expenses,
joint or several, to which the Purchaser may become subject, under the
Securities Act, the Exchange Act, or other federal or state statutory
law or regulations, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the
written consent of the Company), insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in
any Registration Statement, any preliminary prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state in any of them a material fact
required to be stated therein or necessary to make the statements in
any of them not misleading, (ii) in whole or in part, any inaccuracy in
the
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representations and warranties of the Company contained herein, or
(iii) any failure of the Company to perform its obligations hereunder
or under law; and will reimburse the Purchaser for any legal and other
expenses as such expenses are reasonably incurred by the Purchaser in
connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action;
provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Registration
Statement, any preliminary prospectus, or any amendment or supplement
thereto in reliance upon and in conformity with information furnished
to the Company by each of the Purchaser expressly for the inclusion in
any Registration Statement or any preliminary prospectus. This
indemnity agreement will be in addition to any liability that the
Company may otherwise have. The Company will not, without the prior
written consent of the Purchaser, settle or compromise or consent to
the entry of any judgment in any pending or threatened action or claim
or related cause of action or portion of such cause of action in
respect of which indemnification may be sought hereunder (whether or
not the Purchaser is a party to such action or claim), unless such
settlement, compromise or consent includes an unconditional release of
the Purchaser from all liability arising out of such action or claim
(or related cause of action or portion thereof).
(b) The Purchaser agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who sign any
Registration Statement, and each person, if any, who controls the
Company within the meaning of the Securities Act, against any losses,
claims, damages, liabilities or expenses to which the Company, or any
such director, officer, or controlling person may become subject, under
the Securities Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with
the written consent of the Purchaser), insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof as
contemplated below) arise out of or are based upon (i) any untrue or
alleged untrue statement of any material fact contained any
Registration Statement, any preliminary prospectus, or any amendment or
supplement thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Registration
Statement, any preliminary prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with information furnished
to the Company by the Purchaser expressly for the use in any
Registration Statement or any preliminary prospectus; and will
reimburse the Company, or any such director, officer, or controlling
person for any legal and other expense reasonably incurred by the
Company, or any such director, officer, or controlling person in
connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. As
to the Purchaser, in no event shall any indemnity under this subsection
(b) exceed the net proceeds from sale of the number of Shares sold by
the Purchaser. This
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indemnity agreement will be in addition to any liability which the
Purchaser may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section 5, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability that it
may have to any indemnified party for contribution or otherwise than
under the indemnity agreement contained in this Section 5 or to the
extent it is not prejudiced as a proximate result of such failure. In
case any such action is brought against any indemnified party and such
indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with all
other indemnifying parties similarly notified, to assume the defense
thereof with counsel reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be a
conflict between the positions of the indemnifying party and the
indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election
so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
such counsel in connection with the assumption of legal defenses in
accordance with the proviso to the preceding sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Purchaser in the case of paragraph (a), representing the indemnified
parties who are parties to such action) or (ii) the indemnifying party
shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action, in each of
which cases the fees and expenses of counsel shall be at the expense of
the indemnifying party.
(d) If the indemnification provided for in this Section 5 is
required but is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party under subsections
(a), (b) or (c) in respect of any losses, claims, damages, liabilities
or expenses referred to herein, then each applicable indemnifying party
shall contribute to the amount paid or payable by such indemnified
party as a result of any losses, claims, damages, liabilities or
expenses referred to herein (including any investigative, legal and
other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim
asserted, but after deducting any contribution received by the Company
and the Purchaser from any
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other persons, such as persons who control the Company within the
meaning of the Act, officers of the Company who signed the Registration
Statement and directors of the Company who also may be liable for
contribution) (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Purchaser from the
offering of the Shares or any public offering of the Shares, as the
case may be or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Purchaser in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the
Company, on the one hand, and the Purchaser, on the other, shall be
deemed to be in the same proportion as the total net proceeds from the
sale of the Shares (before deducting expenses) received by the Company
bear to the total compensation received by the Purchaser hereunder. The
relative fault of the Company and the Purchaser shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to
state a material fact or the inaccurate or the alleged inaccurate
representation and/or warranty relates to information supplied by the
Company or the Purchaser and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the
limitations set forth in subsection (c) of this Section 5, any legal or
other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set
forth in subsection (c) of this Section 5 with respect to notice of
commencement of any actions shall apply if a claim for contribution is
to be made under this subsection (d); provided, however, that no
additional notice shall be required with respect to any action for
which notice has been given under subsection (c) for purposes of
indemnification. The Company and the Purchaser agree that it would not
be just and equitable if contribution pursuant to this Section 5 were
determined solely by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations
referred to in this Section 5. Notwithstanding the provisions of this
Section 5, the Purchaser shall not be required to contribute any amount
in excess of the amount of compensation received by each of them. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation.
6. Miscellaneous.
(a) This Agreement shall survive the death or disability of
the undersigned and shall be binding upon the undersigned's heirs,
executors, administrators, successors and permitted assigns.
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(b) This Agreement and the documents referred to herein
constitute the entire agreement between the parties hereto with respect
to the subject matter hereof and together supersede all prior
discussions or agreements in respect thereof.
(c) This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which shall constitute a single document.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Any dispute arising
out of or in connection with this Agreement shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association then in effect. The location of any hearing shall be New
York, New York.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the 8th day of May, 2001.
X.X. XXXXX INVESTMENT BANKING CORP.
By: /s/ J. Xxxxxx Xxxxx
----------------------------------------
Name: J. Xxxxxx Xxxxx
Title:
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