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Exhibit 10.35
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT, dated as of the ____ day of ________
199__, between Video Jukebox Network, Inc., a Florida corporation (the
"Company"), and______________________________________________________________
___________________________, an individual whose mailing address is
the "Director").
RECITALS:
A. The Company desires to retain the services of the Director as a
director of the Company.
B. As a condition to the Director's agreement to continue to serve as a
director of the Company, the Director requires that he be indemnified from
liability to the fullest extent permitted by law.
C. The Company is willing to indemnify the Director to the fullest
extent permitted by law in order to retain the services of the Director.
NOW, THEREFORE, for and in consideration of the mutual premises and
covenants contained herein, the Company and the Director agree as follows:
SECTION 1. MANDATORY INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS
OTHER THAN THOSE BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof,
the Company shall indemnify and hold harmless the Director from and against any
claims, damages, expenses (including attorneys' fees), judgments, fines
(including excise taxes assessed with respect to employee benefit plans) and
amounts paid in settlement actually and reasonably incurred by him in connection
with the investigation, defense, settlement or appeal of any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company) and to
which the Director was or is a party, or is threatened to be made a party by
reason of the fact that the Director is or was a director, officer, stockholder,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, or by reason of anything done or not done by the Director in any
such capacity or capacities, provided that the Director acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
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SECTION 2. MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE
RIGHT OF THE COMPANY. Subject to Section 4 hereof, the Company shall indemnify
and hold harmless the Director from and against any expenses (including
attorneys' fees) or amounts paid in settlement actually and reasonably incurred
by him in connection with the investigation, defense, settlement or appeal of
any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor and to which the Director was or is a
party or is threatened to be made a party by reason of the fact that the
Director is or was a director, officer, stockholder, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, or
by reason of anything done or not done by the Director in such capacity or
capacities, provided that the Director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which the Director shall have been adjudged to be liable to the
Company unless and only to the extent that the court in which such action or
suit was brought (or any other court of competent jurisdiction) shall determine
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, the Director is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper.
SECTION 3. REIMBURSEMENT OF EXPENSES FOLLOWING ADJUDICATION OF
NEGLIGENCE. The Company shall reimburse the Director for expenses (including
attorneys' fees) or amounts paid in settlement actually and reasonably incurred
by him in connection with the investigation, defense, settlement or appeal of
any suit or action described in Section 2 hereof that results in an adjudication
that the Director was liable for negligence (including gross negligence but not
willful misconduct) in the performance of his duty to the Company; provided,
however, that no reimbursement shall be made by or on behalf of the Director if
a judgment or other final adjudication establishes that the Director's actions,
or omissions to act, were material to the cause of action so adjudicated and
reimbursement is prohibited under Section 607.0850(7) of the Florida Statutes,
or any amendment thereto.
SECTION 4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
Sections 1 and 2 hereof (unless ordered by a court) and any reimbursement made
under Section 3 hereof shall be made by the Company only as authorized in the
specific case upon a determination (the "Determination") that indemnification or
reimbursement of the Director is proper in the circumstances because the
Director has met the applicable standard of conduct set forth in Section 1, 2 or
3 hereof, as the case may be. Subject to Sections 5.6, 5.7, 5.8 and 8 of this
Agreement, the Determination shall be made (in the following order of
preference):
(1) first, by the Company's Board of Directors (the "Board") by
majority vote or consent of a quorum consisting of directors ("Disinterested
Directors") who are not, at the time of the Determination, named parties to such
action, suit or proceeding; or
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(2) next, if such a quorum of Disinterested Directors cannot be
obtained, by majority vote or consent of a committee duly designated by the
Board (in which designation all directors, whether or not Disinterested
Directors, may participate) consisting solely of two or more Disinterested
Directors; or
(3) next, if such a committee cannot be designated, by independent
legal counsel (who may be the outside counsel regularly employed by the Company)
in a written opinion; or
(4) next, if such legal opinion cannot be obtained, by vote or consent
of the holders of a majority of the votes represented by the Company's common
stock (of all classes) that are represented in person or by proxy and entitled
to vote at a meeting called for such purpose.
4.1. NO PRESUMPTIONS. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Director did
not act in good faith and in a manner that he reasonably believed to be in or
not opposed to the best interests of the Company, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
4.2 BENEFIT PLAN CONDUCT. The Director's conduct with respect to an
employee benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan shall be deemed
to be conduct that the Director reasonably believed to be not opposed to the
best interests of the Company.
4.3 RELIANCE AS SAFE HARBOR. For purposes of any Determination
hereunder, the Director shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on (i) the records or books of account of the Company or another enterprise,
including financial statements, (ii) information supplied to him by the officers
of the Company or another enterprise in the course of their duties, (iii) the
advice of legal counsel for the Company or another enterprise, or (iv)
information or records given or reports made to the Company or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company or another enterprise.
The term "another enterprise" as used in this Section 4.3 shall mean any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise of which the Director is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent. The
provisions of this Section 4.3 shall not be deemed to be exclusive or to limit
in any way the other circumstances in which the Director may be deemed to have
met the applicable standard of conduct set forth in Sections 1, 2 or 3 hereof,
as the case may be.
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4.4 SUCCESS ON MERITS OR OTHERWISE. Notwithstanding any other provision
of this Agreement, to the extent that the Director has been successful on the
merits or otherwise in defense of any action, suit or proceeding described in
Sections 1 and 2 hereof, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the investigation, defense,
settlement or appeal thereof. For purposes of this Section 4.4, the term
"successful on the merits or otherwise" shall include, but not be limited to,
(i) any termination, withdrawal, or dismissal (with or without prejudice) of any
claim, action, suit or proceeding against the Director without any express
finding of liability or guilt against him; (ii) the expiration of 90 days after
the making of any claim or threat of an action, suit or proceeding without the
institution of the same and without any promise or payment made to induce a
settlement, or (iii) the settlement of any action, suit or proceeding under
Section 1, 2 or 3 hereof pursuant to which the Director pays less than $15,000.
4.5 PARTIAL INDEMNIFICATION OR REIMBURSEMENT. If the Director is
entitled under any provision of this Agreement to indemnification and/or
reimbursement by the Company for some or a portion of the claims, damages,
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement by the Director in connection with the investigation, defense,
settlement or appeal of any action specified in Section 1, 2 or 3 hereof, but
not, however, for the total amount thereof, the Company shall nevertheless
indemnify and/or reimburse the Director for the portion thereof to which the
Director is entitled. The party or parties making the determination shall
determine the portion (if less than all) of such claims, damages, expenses
(including attorneys' fees), judgments, finds or amounts paid in settlement for
which the Director is entitled to indemnification and/or reimbursement under
this Agreement.
SECTION 5. PROCEDURES FOR DETERMINATION OF WHETHER STANDARDS HAVE
BEEN SATISFIED.
5.1 COSTS. All costs of making the Determination required to Section 4
hereof shall be borne solely by the Company, including, but not limited to, the
costs of legal counsel, proxy solicitations and judicial determinations. The
Company shall also be solely responsible for paying (i) all reasonable expenses
incurred by the Director to enforce this Agreement, including, but not limited
to, the costs incurred by the Director to obtain court-ordered indemnification
pursuant to Section 8 hereof, regardless of the outcome of any such application
or proceeding, and (ii) all costs of defending any suits or proceedings
challenging payments to the Director under this Agreement.
5.2 TIMING OF THE DETERMINATION. The Company shall use its best efforts
to make the Determination contemplated by Section 4 hereof promptly. In
addition, the Company agrees:
(a) if the Determination is to be made by the Board or a committee
thereof, such Determination shall be made not later than 15 days after a written
request for a Determination (a "Request") is delivered to the Company by the
Director;
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(b) if the Determination is to be made by independent legal
counsel, such Determination shall be made not later than 30 days after a Request
is delivered to the Company by the Director; and
(c) if the Determination is to be made by the stockholders of the
Company, such Determination shall be made not later than 120 days after a
Request is delivered to the Company by the Director.
The failure to make a Determination with in the above-specified time period
shall constitute a Determination approving full indemnification or reimbursement
of the Director. Notwithstanding anything herein to the contrary, a
Determination may be made in advance of (i) the Director's payment (or
incurring) of expenses with respect to which indemnification or reimbursement is
sought, and/or (ii) final disposition of the action, suit or proceeding with
respect to which indemnification or reimbursement is sought.
5.3 REASONABLENESS OF EXPENSES. The evaluation and finding as to the
reasonableness of expenses incurred by the Director for purposes of this
Agreement shall be made (in the following order of preference) within 15 days of
the Director's delivery to the Company of a reasonable accounting of expenses
incurred (which may be part of the Request or delivered at any time before or
after delivery of a Request):
(a) first, by the Board by a majority vote of a quorum consisting
of Disinterested Directors; or
(b) next, if a quorum cannot be obtained under subdivision (a), by
majority vote or consent of a committee duly designated by the Board (in which
designation all directors, whether or not Disinterested Directors, may
participate), consisting solely of two or more Disinterested Directors; or
(c) next, if a finding cannot be obtained under either subdivision
(a) or (b), by vote or consent of the holders of a majority of the votes
represented by the Company's common stock that are represented in person or by
proxy and entitled to vote at a meeting called for such purpose.
All expenses shall be considered reasonable for purposes of this Agreement if
the finding contemplated by this Section 5.3 is not made within the prescribed
15 days. The finding required by this Section 5.3 may be made in advance of the
payment (or incurring) of the expenses for which indemnification or
reimbursement is sought.
5.4 PAYMENT OF INDEMNIFIED AMOUNT. Immediately following a
Determination that the Director has met the applicable standard of conduct set
forth in Section 1,2 or 3 hereof, as the case may be, and the finding of
reasonableness of expenses contemplated by Section 5.3 hereof, or the passage of
time prescribed for making such determination(s), the Company shall
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pay to the Director in cash the amount to which the Director is entitled to be
indemnified and/or reimbursed, as the case may be, without further authorization
or action by the Board; provided, however, that the expenses for which
indemnification or reimbursement is sought have actually been incurred by the
Director.
5.5 STOCKHOLDER VOTE ON DETERMINATION. The Director and any other
stockholder who is a party to the proceeding for which indemnification or
reimbursement is sought shall be entitled to vote on any Determination to be
made by the Company's stockholders, including a Determination made pursuant to
Section 5.7 hereof. In addition, in connection with each meeting at which a
stockholder Determination will be made, the Company shall solicit proxies that
expressly include a proposal to indemnify or reimburse the Director. The Company
proxy statement relating to the proposal to indemnify or reimburse the Director
shall not include a recommendation against indemnification or reimbursement.
5.6 SELECTION OF INDEPENDENT LEGAL COUNSEL. If the Determination
required under Section 4 is to be made by independent legal counsel, such
counsel shall be selected by the Director with the approval of the Board, which
approval shall not be unreasonably withheld. The fees and expenses incurred by
counsel in making any Determination (including Determinations pursuant to
Section 5.8 hereof) shall be borne solely by the Company regardless of the
results of any Determination and, if requested by counsel, the Company shall
give such counsel an appropriate written agreement with respect to the payment
of its fees and expenses and such other matters as may be reasonably requested
by counsel.
5.7 RIGHT OF THE DIRECTOR TO APPEAL AN ADVERSE DETERMINATION BY BOARD.
If a Determination is made by the Board or a committee thereof that the Director
did not meet the applicable standard of conduct set forth in Section 1, 2 or 3
hereof, upon the written request of the Director and the Director's delivery of
$500 to the Company, the Company shall cause a new Determination to be made by
the Company's stockholders at the next regular or special meeting of
stockholders. Subject to Section 8 hereof, such Determination by the Company's
stockholders shall be binding and conclusive for all purposes of this Agreement.
5.8. RIGHT OF THE DIRECTOR TO SELECT FORUM FOR DETERMINATION. If, at
any time subsequent to the date of this Agreement, "Continuing Directors" do not
constitute a majority of the members of the Board, or there is otherwise a
change in control of the Company (as contemplated by Item 403(c) of Regulation
S-K), then upon the request of the Director, the Company shall cause the
Determination required by Section 4 hereof to be made by independent legal
counsel selected by the Director and approved by the Board (which approval shall
not be unreasonably withheld), which counsel shall be deemed to satisfy the
requirements of clause (3) of Section 4 hereof. If none of the legal counsel
selected by the Director are willing and/or able to make the Determination, then
the Company shall cause the Determination to be made by a majority vote or
consent of a Board committee consisting solely of Continuing Directors. For
purposes of this Agreement, a "Continuing Director"
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means either a member of the Board at the date of this Agreement or a person
nominated to serve as a member of the Board by a majority of the then Continuing
Directors.
5.9 ACCESS BY THE DIRECTOR TO DETERMINATION. The Company shall afford
to the Director and his representatives ample opportunity to present evidence of
the facts upon which the Director relies for indemnification or reimbursement,
together with other information relating to any requested Determination. The
Company shall also afford the Director the reasonable opportunity to include
such evidence and information in any Company proxy statement relating to a
stockholder Determination.
5.10 JUDICIAL DETERMINATIONS IN DERIVATIVE SUITS. In each action or
suit described in Section 2 hereof, the Company shall cause its counsel to use
its best efforts to obtain from the court in which such action or suit was
brought (i) an express adjudication whether the Director is liable to the
Company, and, if the Director is so liable, (ii) both (a) a determination
whether the liability is based upon willful misconduct, and (b) a determination
whether and to what extent, despite the adjudication of liability but in view of
all the circumstances of the case (including this Agreement), the Director is
fairly and reasonably entitled to the indemnification and/or reimbursement.
SECTION 6. SCOPE OF INDEMNITY. The actions, suits and proceedings
described in Sections 1, 2 or 3 hereof shall include, for purposes of this
Agreement, any actions that involve, directly or indirectly, activities of the
Director both in his official capacities as a Company director or officer and
actions taken in another capacity while serving as director or officer,
including, but not limited to, actions or proceedings involving (i) compensation
paid to the Director by the Company, (ii) activities by the Director on behalf
of the Company, including actions in which the Director is plaintiff, (iii)
actions alleging a misappropriation of a "corporate opportunity," (iv) responses
to a takeover attempt or threatened takeover attempt of the Company, (v)
transactions by the Director in Company securities, and (vi) the Director's
preparation for and appearance (or potential appearance) as a witness in any
proceeding relating, directly or indirectly, to the Company. In addition, the
Company agrees that, for purposes of this Agreement, all services performed by
the Director on behalf of, in connection with or related to any subsidiary of
the Company, any employee benefit plan established for the benefit of employees
of the Company or any subsidiary, any Company or partnership in which the
Company or any subsidiary has a five percent ownership interest or any other
affiliate shall be deemed to be at the request of the Company.
SECTION 7. ADVANCE FOR EXPENSES.
7.1 MANDATORY ADVANCE. Expenses (including attorneys' fees, court
costs, judgments, fines, amounts paid in settlement and other payments) incurred
by the Director in investigating, defending, settling or appealing any action,
suit or proceeding described in Section 1, 2 or 3 hereof shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding.
The Company shall promptly pay the amount of such expenses to the Director, but
in no event later than 10 days following the Director's delivery
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to the Company of a written request for an advance pursuant to this Section 7,
together with a reasonable accounting of such expenses.
7.2 UNDERTAKING TO REPAY. The Director hereby undertakes and agrees to
repay to the Company any advances made pursuant to this Section 7 if it shall
ultimately be determined that the Director is not entitled to be indemnified by
the Company for such amounts.
7.3 MISCELLANEOUS. The Company shall make the advances contemplated by
this Section 7 regardless of the Director's financial ability to make repayment,
and regardless of whether indemnification of the Director by the Company will
ultimately be required. Any advances and undertakings to repay pursuant to this
Section 7 shall be unsecured and interest-free.
SECTION 8. COURT-ORDERED INDEMNIFICATION. Regardless of whether
the Director has met the standard of conduct set forth in Sections 1,2 or 3
hereof, as the case may be, and notwithstanding the presence or absence of any
Determination whether such standards have been satisfied, the Director may apply
for indemnification (and/or reimbursement pursuant to Section 3 or 11 hereof) to
the court conducting any proceeding to which the Director is a party or to any
other court of competent jurisdiction. On receipt of an application, the court,
after giving any notice the court considers necessary, may order indemnification
(and/or reimbursement) if it determines the Director is fairly and reasonably
entitled to indemnification (and/or reimbursement) in view of all the relevant
circumstances, including this Agreement.
SECTION 9. COVENANT NOT TO XXX, LIMITATION OF ACTIONS AND RELEASE OF
CLAIMS. No legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company (or any of its subsidiaries) against the
Director, his spouse, heirs, executors, personal representatives or
administrators after the expiration of 2 years from the date the Director ceases
(for any reason) to serve as either an officer or director of the Company, and
any claim or cause of action of the Company (or of any of its subsidiaries)
shall be extinguished and deemed released unless asserted by filing of a legal
action within such 2-year period.
SECTION 10. INDEMNIFICATION OF DIRECTOR'S ESTATE. Notwithstanding any
other provision of this Agreement, and regardless of whether indemnification of
the Director would be permitted and/or required under this Agreement, if the
Director is deceased, the Company shall indemnify and hold harmless the
Director's estate, spouse, heirs, administrators, personal representatives and
executors (collectively "the Director's Estate") against, and the Company shall
assume, any and all claims, damages, expenses (including attorneys' fees),
penalties, judgments, fines and amounts paid in settlement actually incurred by
the Director or the Director's Estate in connection with the investigation,
defense, settlement or appeal of any action described in Section 1, 2 or 3
hereof. Indemnification of the Director's Estate pursuant to this Section 10
shall be mandatory and not require a
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Determination or any other finding that the Director's conduct satisfied a
particular standard of conduct.
SECTION 11. REIMBURSEMENT OF ALL LEGAL EXPENSES. Notwithstanding any
other provision of this Agreement, and regardless of the presence or absence of
any Determination, the Company promptly (but not later than 30 days following
the Director's submission of a reasonable accounting) shall reimburse the
Director for all attorneys' fees, court costs and other related expenses (but
not judgments, fines or amounts paid in settlement) incurred by the Director in
connection with the investigation, defense, settlement or appeal of any action
described in Section 1, 2 or 3 hereof (including, but not limited to, the
matters specified in Section 6 hereof).
SECTION 12. CONTROL OF THIRD-PARTY ACTIONS BY COMPANY. Promptly after
the receipt by the Director of notice of the commencement of any action or
proceeding described in Section 1 hereof, the Director shall, if a claim for
indemnification and/or reimbursement in respect thereof is to be made against
the Company under this Agreement, notify the Company in writing of the
commencement thereof; but the omission to so notify the Company shall not
relieve it from any liability that it may have to the Director. In case such
action shall be brought against the Director and he shall notify the Company of
the commencement thereof, the Company shall be entitled to participate therein
and, to the extent that it shall wish, to assume the defense thereof, with
counsel reasonably satisfactory to the Director. After notice from the Company
of its election to assume the defense of any such action, the Company shall not
be liable to the Director for any legal or other expenses subsequently incurred
by the Director in connection with the defense thereof other than reasonable
costs of investigation, unless (i) the Company shall not have employed counsel
reasonably satisfactory to the Director to represent the Director within a
reasonable time after the notice of commencement of the action, or (ii) the
Company has authorized the employment of counsel for the Director at the expense
of the Company.
SECTION 13. MISCELLANEOUS.
13.1 NOTICE PROVISION. Any notice, payment, demand or communication
required or permitted to be delivered or given by the provisions of this
Agreement shall be deemed to have been effectively delivered or given and
received on the date personally delivered to the respective party to whom it is
directed, or when deposited by registered or certified mail, with postage and
charges prepaid and addressed to the parties at the addresses set forth above
their signatures to this Agreement.
13.2 ENTIRE AGREEMENT. Except for the Company's Bylaws, this Agreement
constitutes the entire understanding of the parties and supersedes all prior
understandings, whether written or oral, between the parties with respect to the
subject matter of this Agreement.
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13.3 SEVERABILITY OF PROVISIONS. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Agreement, such provision shall be fully
severable; this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of this
Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision there shall be
added automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
13.4 APPLICABLE LAW. This Agreement shall be governed by and construed
under the laws of the State of Florida.
13.5 EXECUTION IN COUNTERPARTS. This Agreement and any amendment may be
executed simultaneously or in counterparts, each of which together shall
constitute one and the same instrument.
13.6 COOPERATION AND INTENT. The Company shall cooperate in good faith
with the Director and use its best efforts to ensure that the Director is
indemnified and/or reimbursed for liabilities described herein to the fullest
extent permitted hereunder.
13.7 AMENDMENT. No amendment, modification or alteration of the terms
of this Agreement shall be binding unless in writing, dated subsequent to the
date of this Agreement, and executed by the parties.
13.8 BINDING EFFECT. The obligations of the Company to the Director
hereunder shall survive and continue as to the Director even if the Director
ceases to be a director, officer, employee and/or agent of the Company. Each and
all of the covenants, terms and provisions of this Agreement shall be binding
upon and inure to the benefit of the successors to the Company and, upon the
death of the Director, to the benefit of the estate, heirs, executors,
administrators and personal representatives of the Director.
13.9 GENDER AND NUMBER. Wherever the context shall so require, all
words herein in the male gender shall be deemed to include the female and neuter
gender, all singular words shall include the plural and all plural words shall
include the singular.
13.10 NONEXCLUSIVITY. The rights of indemnification and reimbursement
provided in this Agreement shall be in addition to any rights to which the
Director shall otherwise be entitled to by statute, bylaw, agreement, vote of
stockholders or otherwise.
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13.11 EFFECTIVE DATE. The provisions of this Agreement shall cover
claims, actions, suits and proceedings whether now pending or hereafter
commenced and shall be retroactive to cover acts or omissions or alleged acts or
omissions which heretofore have taken place.
THE COMPANY:
Video Jukebox Network, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
By: ________________________________
Xxxx XxXxxxx
Chief Executive Officer
THE DIRECTOR
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