ESCROW AGREEMENT
EXHIBIT
10.5
THIS ESCROW AGREEMENT (this
“Agreement”) is
made and entered into as of December 31, 2007 among C-XXXX INTERNATIONAL, INC., a
South Carolina corporation (the “Company”); the
Buyer(s) listed on the Securities Purchase Agreement, dated the date
hereof (also referred to as the “Investor(s)”), and
XXXXX X. XXXXXXX XX,
P.A., as Escrow Agent hereunder (the “Escrow
Agent”).
BACKGROUND
WHEREAS, the Company and the
Investor(s) have entered into a Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated as of the date hereof, pursuant to which the Company
proposes to sell secured convertible debentures (the “Convertible
Debentures”) which shall be convertible into the Company’s Common Stock,
par value US$.0001 per share (the “Common Stock”), at a
price per share equal to the Purchase Price, as that term is defined in the
Convertible Debentures. The Securities Purchase Agreement provides
that the Investor(s) shall deposit the purchase amount in a segregated escrow
account to be held by Escrow Agent in order to effectuate a disbursement to the
Company at a closing to be held as set forth in the Securities Purchase
Agreement (the “Closing”).
WHEREAS, the Company intends
to sell Convertible Securities (the “Offering”).
WHEREAS, Escrow Agent has
agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.
WHEREAS, in order to establish
the escrow of funds and to effect the provisions of the Securities Purchase
Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, in
consideration of the foregoing, it is hereby agreed as follows:
1.
Definitions. The
following terms shall have the following meanings when used herein:
a.
“Escrow Funds”
shall mean the funds deposited with Escrow Agent pursuant to this
Agreement.
b.
“Joint Written
Direction” shall mean a
written direction
executed by the Investor(s) and the Company directing Escrow Agent to disburse
all or a portion of the Escrow Funds or to take or refrain from taking any
action pursuant to this Agreement.
c.
“Escrow Period”
shall begin with the commencement of the Offering and shall terminate upon the
earlier to occur of the following dates:
(i)
The date upon which Escrow Agent confirms that it has received in the Escrow
Account all of the proceeds of the sale of the Convertible
Debentures;
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EXHIBIT
10.5 - continued
(ii)
The expiration of twenty (20) days from the date of commencement of the Offering
(unless extended by mutual written agreement between the Company and the
Investor(s) with a copy of such extension to Escrow Agent); or
(iii)
The date upon which a determination is made by the Company and the Investor(s)
to terminate the Offering prior to the sale of all the Convertible
Debentures.
During
the Escrow Period, the Company and the Investor(s) are aware that they are not
entitled to any funds received into escrow and no amounts deposited in the
Escrow Account shall become the property of the Company or the Investor(s) or
any other entity, or be subject to the debts of the Company or the Investor(s)
or any other entity.
2.
Appointment
of and Acceptance by Escrow Agent. The Investor(s)
and the Company hereby appoint Escrow Agent to serve as Escrow Agent
hereunder. Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold, invest and disburse the Escrow Funds in accordance with this
Agreement.
a.
The Company hereby acknowledges that the Escrow Agent is counsel to the
Investor(s) in connection with the transactions contemplated and referred
herein. The Company agrees that in the event of any dispute arising in
connection with this Escrow Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein, the Escrow Agent
shall be permitted to continue to represent the Investor(s) and the Company will
not seek to disqualify such counsel.
3.
Creation
of Escrow Funds. On or prior to
the date of the commencement of the Offering, the parties shall establish an
escrow account with the Escrow Agent, which escrow account shall be entitled as
follows: C-Xxxx International, Inc./Trafalgar Capital Specialized
Investment Fund Escrow Account for the deposit of the Escrow
Funds. The Investor(s) will instruct subscribers to wire funds to the
account of the Escrow Agent as follows:
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Bank:
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Bank
of America
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Routing
#:
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026009583
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Account
#:
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[------------]
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SWIFT
#:
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XXXXXX0X
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Name
on Account:
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Xxxxx
X. Xxxxxxx XX, P.A. as Escrow Agent
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Name
on Sub-Account:
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C-Xxxx
International, Inc./ Trafalgar Capital Specialized Investment Fund Escrow
account
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4.
Deposits
into the Escrow Account. The Investor(s)
agrees that they shall promptly deliver funds for the payment of the Convertible
Debentures to Escrow Agent for deposit in the Escrow Account.
2
EXHIBIT
10.5 - continued
5.
Disbursements
from the Escrow Account.
a.
The Escrow Agent will continue to hold such funds until Trafalgar Capital Sarl
on behalf of the Investor(s) and Company execute a Joint Written Direction
directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written Direction signed by the Company and the Investor(s). In disbursing such
funds, Escrow Agent is authorized to rely upon such Joint Written Direction from
the Company and the Investor(s) and may accept any signatory from the Company
listed on the signature page to this Agreement and any signature from the
Investor(s) that the Escrow Agent already has on file.
b.
In the event Escrow Agent does not receive the amount of the Escrow Funds from
the Investor(s), Escrow Agent shall notify the Company and the Investor(s). Upon
receipt of payment instructions from the Company, Escrow Agent shall refund to
each subscriber without interest the amount received from each Investor(s),
without deduction, penalty, or expense to the subscriber. The purchase money
returned to each subscriber shall be free and clear of any and all claims of the
Company, the Investor(s) or any of their creditors.
c.
In the event Escrow Agent does receive the amount of the Escrow Funds prior to
expiration of the Escrow Period, in no event will the Escrow Funds be released
to the Company until such amount is received by Escrow Agent in collected funds.
For purposes of this Agreement, the term “collected funds” shall mean all funds
received by Escrow Agent which have cleared normal banking channels and are in
the form of cash.
6.
Collection
Procedure. Escrow Agent is
hereby authorized to deposit the proceeds of each wire in the Escrow
Account.
7.
Suspension
of Performance: Disbursement Into Court. If at any time,
there shall exist any dispute between the Company and the Investor(s) with
respect to holding or disposition of any portion of the Escrow Funds or any
other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is
unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition
of any portion of the Escrow Funds or Escrow Agent’s proper actions with respect
to its obligations hereunder, or if the parties have not within thirty (30) days
of the furnishing by Escrow Agent of a notice of resignation pursuant to Section
9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following
actions:
a.
suspend the performance of any of its obligations (including without limitation
any disbursement obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until
a successor Escrow Agent shall be appointed (as the case may be); provided
however, Escrow Agent shall continue to invest the Escrow Funds in accordance
with Section 8 hereof; and/or
b.
petition (by means of an interpleader action or any other appropriate method)
any court of competent jurisdiction in any venue convenient to Escrow Agent, for
instructions with respect to such dispute or uncertainty, and to the extent
required by law, pay into such court, for holding and disposition in accordance
with the instructions of such court, all funds held by it in the Escrow Funds,
after deduction and payment to Escrow Agent of all fees and
expenses (including court costs and attorneys’ fees) payable to, incurred by, or
expected to be incurred by Escrow Agent in connection with performance of its
duties and the exercise of its rights hereunder.
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EXHIBIT
10.5 - continued
c.
Escrow Agent shall have no liability to the Company, the Investor(s), or any
person with respect to any such suspension of performance or disbursement into
court, specifically including any liability or claimed liability that may arise,
or be alleged to have arisen, out of or as a result of any delay in the
disbursement of funds held in the Escrow Funds or any delay in with respect to
any other action required or requested of Escrow Agent.
8.
Investment
of Escrow Funds.
Escrow Agent shall deposit the Escrow Funds in a non-interest bearing
account.
If Escrow
Agent has not received a Joint Written Direction at any time that an investment
decision must be made, Escrow Agent shall maintain the Escrow Funds, or such
portion thereof, as to which no Joint Written Direction has been received, in a
non-interest bearing account.
9.
Resignation
and Removal of Escrow Agent. Escrow Agent may
resign from the performance of its duties hereunder at any time by giving thirty
(30) days’ prior written notice to the parties or may be removed, with or
without cause, by the parties, acting jointly, by furnishing a Joint Written
Direction to Escrow Agent, at any time by the giving of ten (10) days’ prior
written notice to Escrow Agent as provided herein below. Upon any
such notice of resignation or removal, the representatives of the Investor(s)
and the Company identified in Sections 13a.(iv) and 13b.(iv), below, jointly
shall appoint a successor Escrow Agent hereunder, which shall be a commercial
bank, trust company or other financial institution with a combined capital and
surplus in excess of US$10,000,000.00. Upon the acceptance in writing
of any appointment of Escrow Agent hereunder by a successor Escrow Agent, such
successor Escrow Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations under
this Escrow Agreement, but shall not be discharged from any liability for
actions taken as Escrow Agent hereunder prior to such
succession. After any retiring Escrow Agent’s resignation or removal,
the provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement. The retiring Escrow Agent shall transmit all
records pertaining to the Escrow Funds and shall pay all funds held by it in the
Escrow Funds to the successor Escrow Agent, after making copies of such records
as the retiring Escrow Agent deems advisable and after deduction and payment to
the retiring Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.
10.
Liability
of Escrow Agent.
a.
Escrow Agent shall have no liability or obligation with respect to the Escrow
Funds except for Escrow Agent’s willful misconduct or gross
negligence. Escrow Agent’s sole responsibility shall be for the
safekeeping, investment, and disbursement of the Escrow Funds in accordance with
the terms of this Agreement. Escrow Agent shall have no implied
duties or obligations and shall not be charged with knowledge or notice or any
fact or circumstance not specifically set forth herein. Escrow Agent
may rely upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event
shall Escrow Agent be liable for incidental, indirect, special, and
consequential or punitive damages. Escrow Agent shall not be
obligated to take any legal action or commence any proceeding in connection with
the Escrow Funds, any account in which Escrow Funds are deposited, this
Agreement or the Purchase Agreement, or to appear in, prosecute or defend any
such legal action or proceeding. Escrow Agent may consult legal
counsel selected by it in any event of any dispute or question as to
construction of any of the provisions hereof or of any other agreement or its
duties hereunder, or relating to any dispute involving any party hereto, and
shall incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Investor(s) jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such
counsel.
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EXHIBIT
10.5 - continued
b.
Escrow Agent is hereby authorized, in its sole discretion, to comply with orders
issued or process entered by any court with respect to the Escrow Funds, without
determination by Escrow Agent of such court’s jurisdiction in the
matter. If any portion of the Escrow Funds is at any time attached,
garnished or levied upon under any court order, or in case the payment,
assignment, transfer, conveyance or delivery of any such property shall be
stayed or enjoined by any court order, or in any case any order judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel selected by it, binding upon it,
without the need for appeal or other action; and if Escrow Agent complies with
any such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or to any other person or entity by reason of such compliance
even though such order, writ judgment or decree may be subsequently reversed,
modified, annulled, set aside or vacated.
11.
Indemnification
of Escrow Agent. From and at all
times after the date of this Agreement, the parties jointly and severally,
shall, to the fullest extent permitted by law and to the extent provided herein,
indemnify and hold harmless Escrow Agent and each director, officer, employee,
attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”)
against any and all actions, claims (whether or not valid), losses, damages,
liabilities, costs and expenses of any kind or nature whatsoever (including
without limitation reasonable attorney’s fees, costs and expenses) incurred by
or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, or proceeding
(including any inquiry or investigation) by any person, including without
limitation the parties to this Agreement, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any person under any
statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise,
arising from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any transaction
contemplated herein, whether or not any such Indemnified Party is a party to any
such action or proceeding, suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified hereunder for liability finally determined by a court of
competent jurisdiction, subject to no further appeal, to have resulted from the
gross negligence or willful misconduct of such Indemnified Party. If
any such action or claim shall be brought or asserted against any Indemnified
Party, such Indemnified Party shall promptly notify the Company and the
Investor(s) hereunder in writing, and the Investor(s) and the Company shall
assume the defense thereof, including the employment of counsel and the payment
of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by
such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the
Investor(s) and/or the Company shall be required to pay such fees and expense if
(a) the Investor(s) or the Company agree to pay such fees and expenses, or (b)
the Investor(s) and/or the Company shall fail to assume the defense of such
action or proceeding or shall fail, in the sole discretion of such Indemnified
Party, to employ counsel reasonably satisfactory to the Indemnified Party in any
such action or proceeding, (c) the Investor(s) and the Company
are the plaintiff in any such action or proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded parties) include both the Indemnified Party, the Company and/or the
Investor(s) and the Indemnified Party shall have been advised by counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the Company or the
Investor(s). The Investor(s) and the Company shall be jointly and
severally liable to pay fees and expenses of counsel pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing. All such fees and expenses payable by the
Company and/or the Investor(s) pursuant to the foregoing sentence shall be paid
from time to time as incurred, both in advance of and after the final
disposition of such action or claim. The obligations of the parties
under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.
5
EXHIBIT
10.5 - continued
The
parties agree that neither payment by the Company or the Investor(s) of any
claim by Escrow Agent for indemnification hereunder shall impair, limit, modify,
or affect, as between the Investor(s) and the Company, the respective rights and
obligations of Investor(s), on the one hand, and the Company, on the other
hand.
12.
Expenses
of Escrow Agent. Except as set
forth in Section 11 the Company shall reimburse Escrow Agent for all of its
out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone
and facsimile transmission costs, postage (including express mail and overnight
delivery charges), copying charges and the like. All of the
compensation and reimbursement obligations set forth in this Section shall be
payable by the Company, upon demand by Escrow Agent. The obligations
of the Company under this Section shall survive any termination of this
Agreement and the resignation or removal of Escrow Agent.
13.
Warranties.
a.
The Investor(s) makes the following representations and warranties to Escrow
Agent:
6
EXHIBIT
10.5 - continued
(i)
The Investor(s) has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.
(ii)
This Agreement has been duly approved by all necessary action of the
Investor(s), including any necessary approval of the limited partner of the
Investor(s) or necessary corporate approval, as applicable, has been executed by
duly authorized officers of the Investor(s), enforceable in accordance with its
terms.
(iii)
The execution, delivery, and performance of the Investor(s) of this Agreement
will not violate, conflict with, or cause a default under any agreement of
limited partnership of Investor(s) or the certificate of incorporation or bylaws
of the Investor(s) (as applicable), any applicable law or regulation, any
court order or administrative ruling or degree to which the Investor(s) is a
party or any of its property is subject, or any agreement, contract, indenture,
or other binding arrangement.
(iv)
Xxxxxx Xxxxx has been duly appointed to act as the representative of the
Investor(s) hereunder and has full power and authority to execute, deliver, and
perform this Escrow Agreement, to execute and deliver any Joint Written
Direction, to amend, modify, or waive any provision of this Agreement, and to
take any and all other actions as the Investor(s)’s representative under this
Agreement, all without further consent or direction form, or notice to, the
Investor(s) or any other party.
(v)
No party other than the parties hereto and the Investor(s) have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.
(vi)
All of the representations and warranties of the Investor(s) contained herein
are true and complete as of the date hereof and will be true and complete at the
time of any disbursement from the Escrow Funds.
b.
The Company makes the following representations and warranties to the Escrow
Agent:
(i)
The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of South Carolina and has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.
(ii)
This Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by duly
authorized officers of the Company, enforceable in accordance with its
terms.
(iii)
The execution, delivery, and performance by the Company of this Agreement is in
accordance with the Securities Purchase Agreement and will not violate, conflict
with, or cause a default under the certificate of incorporation or bylaws of the
Company, any applicable law or regulation, any court order or administrative
ruling or decree to which the Company is a party or any of its property is
subject, or any agreement, contract, indenture, or other binding arrangement,
including without limitation to the Securities Purchase Agreement, to which the
Company is a party.
7
EXHIBIT
10.5 - continued
(iv)
Xxxxxxx Xxxxx, Xx. has been duly appointed to act as the representative of the
Company hereunder and has full power and authority to execute, deliver, and
perform this Agreement, to execute and deliver any Joint Written Direction, to
amend, modify or waive any provision of this Agreement and to take all other
actions as the Company’s Representative under this Agreement, all without
further consent or direction from, or notice to, the Company or any other
party.
(v)
No party other than the parties hereto and the Investor(s) have, or shall have,
any lien, claim or security interest in the Escrow Funds or any part thereof. No
financing statement under the Uniform Commercial Code is on file in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.
(vi)
All of the representations and warranties of the Company contained herein are
true and complete as of the date hereof and will be true and complete at the
time of any disbursement from the Escrow Funds.
14.
Consent
to Jurisdiction and Venue. In the event that
any party hereto commences a lawsuit or other proceeding relating to or arising
from this Agreement, the parties hereto agree that the United States District
Court for the Southern District of Florida shall have the sole and exclusive
jurisdiction over any such proceeding. If all such courts lack
federal subject matter jurisdiction, the parties agree that the State Courts of
Florida located in Broward_County shall have sole and exclusive
jurisdiction. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue. The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.
15.
Notice. All notices and
other communications hereunder shall be in writing and shall be deemed to have
been validly served, given or delivered five (5) days after deposit in the
United States mails, by certified mail with return receipt requested and postage
prepaid, when delivered personally, one (1) day delivered to any overnight
courier, or when transmitted by facsimile transmission and upon confirmation of
receipt and addressed to the party to be notified as follows:
|
If
to Investor(s), to:
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Trafalgar
Capital Specialized Investment Fund
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0-00
Xxx Xxxxxxx Xxxxx
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XX
0000
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X-0000
Xxxxxxxxxx
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Attention: Xxxxxx
Xxxxx, Chairman of the Board of
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Trafalgar Capital Sarl, General
Partner
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Facsimile:
011-44-207-405-0161 and
000-000-000-0000
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8
EXHIBIT
10.5 - continued
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If
to Escrow Agent, to:
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Xxxxx
X. Xxxxxxx XX, P.A.
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0000
Xxxxxxxx Xxx
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Xxxx
Xxxxx, XX 00000
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Attention: Xxxxx
Xxxxxxx Esq.
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Telephone:
(000) 000-0000
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Facsimile: (000)
000-0000
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If
to the Company, to:
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C-Xxxx
International, Inc.
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0000
X. Xxx Xxxxx, Xxxxx 000
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Xxxxxxx,
XX 00000
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Attn:
Xx. Xxxxxxx Xxxxx, CEO
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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With
a copy to:
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The
X’Xxxx Law Firm, P.C.
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00000
X. Xxxx Xxxx., Xxxxx 000-X
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Xxxxxxxx
Xxxxx, XX 00000
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Attention: Xxxxxxx
X. X’Xxxx, Esq.
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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Or to
such other address as each party may designate for itself by like
notice.
16.
Amendments
or Waiver. This Agreement
may be changed, waived, discharged or terminated only by a writing signed by the
parties hereto. No delay or omission by any party in exercising any
right with respect hereto shall operate as waiver. A waiver on any
one occasion shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion.
17.
Severability. To the extent any
provision of this Agreement is prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition, or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
18.
Governing
Law. This Agreement
shall be construed and interpreted in accordance with the internal laws of the
State of Florida without giving effect to the conflict of laws principles
thereof.
19.
Entire
Agreement. This Agreement
constitutes the entire Agreement between the parties relating to the holding,
investment, and disbursement of the Escrow Funds and sets forth in their
entirety the obligations and duties of the Escrow Agent with respect to the
Escrow Funds.
20.
Binding
Effect. All of the terms
of this Agreement, as amended from time to time, shall be binding upon, inure to
the benefit of and be enforceable by the respective heirs, successors and
assigns of the Investor(s), the Company, or the Escrow Agent.
9
EXHIBIT
10.5 - continued
21.
Execution
of Counterparts. This Agreement
and any Joint Written Direction may be executed in counter parts, which when so
executed shall constitute one and same agreement or direction.
22.
Termination. Upon the first to
occur of the disbursement of all amounts in the Escrow Funds pursuant to Joint
Written Directions or the disbursement of all amounts in the Escrow Funds into
court pursuant to Section 7 hereof, this Agreement shall terminate and Escrow
Agent shall have no further obligation or liability whatsoever with respect to
this Agreement or the Escrow Funds.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
10
EXHIBIT
10.5 - continued
IN WITNESS WHEREOF the parties
have hereunto set their hands and seals the day and year above set
forth.
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C-XXXX
INTERNATIONAL, INC.
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By:
/s/ Xxxxxxx X. Xxxxx, Xx.
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Name:
Xxxxxxx X. Xxxxx, Xx.
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Title:
Chief Executive Officer
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TRAFALGAR
CAPITAL SPECIALIZED
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INVESTMENT
FUND, LUXEMBOURG
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By:
Trafalgar Capital Sarl
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Its:
General Partner
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By:
/s/ Xxxxxx
Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Chairman
of the Board
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XXXXX
X. XXXXXXX XX, P.A.
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By:
/s/ Xxxxx Xxxxxxx,
Esq.
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Name: Xxxxx
Xxxxxxx, Esq.
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Title:
President
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11
