SETTLEMENT AGREEMENT
Exhibit 99.1
This
settlement agreement (this “Agreement”) is made
and entered into as of May 8, 2008, by and among Wattles Capital Management,
LLC, a Delaware limited liability company, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxx,
Xxxxxxx Xxxxx, Xxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxxxx X. Xxxx (the
foregoing entity and individuals collectively, the “Wattles Group” and
each individually, a “Member”) and Circuit
City Stores, Inc., a Virginia corporation (the “Company”).
WHEREAS,
Wattles Capital Management, LLC has submitted a notice, dated February 25, 2008,
of its intent to nominate Messrs. Xxxxx X. Xxxxxx, Xxxxxxx Xxxxx, Xxx X.
Xxxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxxxx X. Xxxx (the “Original Five
Nominees”) for election to the Company’s Board of Directors (the “Board”) at the 2008
annual meeting of shareholders of the Company (such meeting including any
adjournment thereof, the “Annual Meeting”), as
well as a notice, dated February 28, 2008, of its intent to submit two business
proposals for consideration at the Annual Meeting (the foregoing nominations and
business proposals collectively, the “Proposals”);
and
WHEREAS,
the Company and members of the Wattles Group have determined that the interests
of the Company and its shareholders would be best served at this time by, among
other things, avoiding a proxy solicitation context in connection with the
Annual Meeting and the substantial expense, disruption and adverse publicity
that may result therefrom.
NOW,
THEREFORE, in consideration of and reliance upon the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Board
Composition.
(a) The
Wattles Group hereby withdraws Xxxxxxxxx X. Xxxx as a nominee for election at
the Annual Meeting. The Company agrees to nominate three of the
Original Five Nominees, excluding Xx. Xxxx, as selected by the Board (such three
nominees together, the “Wattles Nominees”)
for election to the Board at the Annual Meeting, with one of the Wattles
Nominees to serve for a term of three years expiring at the Company’s 2011
Annual Meeting of Shareholders, one of the Wattles Nominees to serve for a term
of two years expiring at the Company’s 2010 Annual Meeting of Shareholders, and
one to serve for a term of one year expiring at the Company’s 2009 Annual
Meeting of Shareholders (the “2009
Meeting”). The Board‘s Nominating & Governance
Committee intends to meet with the Original Five Nominees, excluding Xx. Xxxx,
within fourteen (14) days following the date of this Agreement to recommend to
the Board the Wattles Nominees. The Board acknowledges that the
Wattles Group has a preference for Xx. Xxxxx X. Xxxxxx to be selected as a
Wattles Nominee and agrees to not unreasonably fail to select Xx. Xxxxxx as a
Xxxxxxx Nominee. The Company will file a definitive proxy statement
with the U.S. Securities and Exchange Commission (“SEC”) which includes
such information regarding the Wattles Nominees as is required by federal
securities laws in connection with their nomination by the Company; provided that the
Wattles Group will use best efforts to cooperate and provide such required
information to the Company. The Board will recommend that the
Company’s shareholders vote to elect the Wattles Nominees as directors, will
instruct the Company’s shareholders to vote all proxies in favor of their
election and will otherwise use reasonable best efforts to cause the election of
the Wattles Nominees at the Annual Meeting. The Board will also
recommend that the Company’s shareholders vote to elect the Wattles Nominee with
a term expiring at the Company’s 2009 Annual Meeting as a director, will
instruct the Company’s shareholders to vote all proxies in favor of his election
and will otherwise use reasonable best efforts to cause the election of such
Wattles Nominee at the Company’s 2009 Annual Meeting.
(b) For
the avoidance of doubt, in addition to the Wattles Nominees, Company intends to
also nominate five individuals for election at the Annual Meeting, with each to
serve for a term of three years expiring at the Company’s 2011 Annual Meeting of
Shareholders except for one, who will be nominated to serve for a term of two
years expiring at the Company’s 2010 Annual Meeting.
(c) From
and after the date of this Agreement, the Board shall allow Xxxxx X. Xxxxxx to
be a non-voting observer (but not a member) of the Board and of the Executive
Committee with the right to receive notices of, and attend all meetings of the
Board and the Executive Committee and receive the same information provided to
members of the Board and the Executive Committee in their capacity as such,
until such time as the Board selects the Wattles Nominees and (2) the Board
shall allow Xxxx X. Xxxxxxxxx to be a non-voting observer (but not a member of)
the Board with the right to receive notices of, and attend all meetings of the
Board and receive the same information provided to members of the Board in their
capacity as such, until the Annual Meeting.
(d) Following
the selection of the Wattles Nominees, the Board (1) shall allow the Wattles
Nominees to be non-voting observers (but not members) of the Board with the
right to receive notices of, and attend all meetings of the Board and receive
the same information provided to members of the Board in their capacity as such,
until the Annual Meeting and (2) shall allow one of the Wattles Nominees,
designated by the Wattles Group, to be a non-voting observer (but not a member)
of the Executive Committee with the right to receive notices of, and attend all
meetings of the Executive Committee and receive the same information provided to
members of the Executive Committee in their capacity as such, until the Annual
Meeting.
(e) Except
as provided in the next sentence, the size of the Board will not be increased to
more than fifteen (15) directors at any time before the 2009 Annual Meeting
and at or prior to the 2009 Meeting, the Company shall reduce the size of the
Board by at least two members (provided that none of
the Wattles Nominees shall be requested or required to resign or not to stand
for reelection). In connection with and pursuant to a material
third-party investment in the Company the Board may increase its size by up to
three additional members to accommodate the appointment of up to three nominees
to the Board in connection therewith.
(f) If
any Wattles Nominee is not elected to the Board at the Annual Meeting, (i) the
Wattles Group shall thereafter be entitled to select a replacement nominee
which, subject to the agreement of the Company and a determination by the
Board’s Nominating & Governance Committee that such individual is qualified,
which in each case may not be unreasonably withheld, the Company will promptly
appoint to the Board to serve until the 2009 Meeting; and (ii) the Company will
nominate any such replacement nominee(s) for election to the Board at the 2009
Meeting to serve for the term specified Section 1(a) for the relevant Wattles
Nominee for which such replacement nominee(s) is replacing.
(g) The
Annual Meeting shall be held not later than 45 days following June 24, 2008 at
the time and place indicated in the notice of annual meeting to be sent to the
shareholders of the Company in connection with the Annual Meeting.
2.
Board
Committees. Immediately following the Annual Meeting, the
Board will hold a meeting of the Board at which it shall (a) appoint and elect
one of the elected Wattles Nominees, which Wattles Nominee shall be designated
by the Wattles Group, to the Company’s Executive Committee, which Committee will
be comprised of no more than four (4) directors following such appointment, and
(b) appoint and elect each of the other Wattles Nominees to at least one
committee of the Board.
3.
Withdrawal of
Proposals and Termination of Solicitations.
(a) The
Wattles Group and each Member thereof shall immediately cease, and shall cause
each of their affiliates, associates and Representatives (each as defined below)
to immediately cease any and all efforts with respect to the solicitation of
proxies in support of the Proposals, and hereby irrevocably withdraw the
nominations of the Original Five Nominees and the other Proposals.
(b) From
the date hereof until the date following the date of the Annual Meeting, no
Member shall make, and each shall cause each of its affiliates and associates to
not make, any objection to the election of the Board’s director nominees (which
nominees, for the avoidance of doubt, shall include the Wattles Nominees
pursuant to Section 1(a)) at the Annual Meeting. Each Member shall,
and shall cause each of its associates and affiliates to, vote all shares of
Company common stock which it is entitled to vote at the Annual Meeting in favor
of (i) the election of each of the Company’s director nominees (which nominees,
for the avoidance of doubt, shall include the Wattles Nominees pursuant to
Section 1(a)), (ii) the ratification of the appointment of KPMG LLP as the
Company’s independent registered public accounting firm for the 2009 fiscal year
and (iii) the approval of the Circuit City Stores, Inc. 2008 Annual
Performance-Based Incentive Plan (the matters set out in the foregoing clauses
(i), (ii) and (iii), collectively, the “Company
Proposals”).
(c) The
Wattles Group agrees not to allege that the Company’s preliminary or definitive
proxy statement, or any preliminary or additional soliciting materials filed
with the SEC in connection with the Annual Meeting, violate any of the rules or
regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as
amended, or contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statement not misleading.
4.
Standstill. Without
the prior written consent of the Board, each Member will not, and will cause
each of its respective affiliates, associates and Representatives not to, do any
of the following for a period commencing on the date hereof and ending on the
earlier to occur of (i) the day after the date of the 2009 Meeting or (ii) the
date that is ninety (90) days after the one-year anniversary date of the Annual
Meeting (provided, that if any
such Representative violates this Section 4 while not acting on behalf of any
Member, the Wattles Group, upon becoming aware of such violation, shall use its
reasonable best efforts to promptly remedy or cure such violation; provided, further, that nothing
in this Section 4 shall (x) limit any actions that may be taken by the Wattles
Nominees acting in their capacities as directors of the Company consistent with
their fiduciary duties, (y) require any member of the Wattles Group to vote in
any way (except as required by Section 3(b) of this Agreement) on matters put to
shareholders of the Company for their approval or (z) in any way limit the
Wattles Group’s or the Wattles Nominees’ ability to make suggestions,
recommendations or proposals to the Company, the Board or any of the directors
of the Company so long as such suggestions, recommendations or proposals are not
disparaging to the Company, its management or board of directors):
(a) (i)
acquire, offer or agree to acquire (except by way of stock dividends or other
distributions or offerings made available to holders of voting securities of the
Company generally on a pro rata basis), directly or indirectly, whether by
purchase, tender or exchange offer, through the acquisition of control of
another person or entity, by joining a partnership, limited partnership,
syndicate or other “group” (within the meaning of Section 13(d)(3) of the
Exchange Act), through swap or hedging transactions or otherwise, any voting
securities of the Company or any voting rights decoupled from the underlying
voting securities which would result in the Wattles Group (together with any
other person or entity, partnership, limited partnership, syndicate or other
“group” referred to in this Section 4(a)) owning, controlling or otherwise
having any ownership interest in more than fifteen (15) percent of the
outstanding shares of common stock of the Company, provided that this Section
4(a) shall not prohibit the acquisition of, offer to acquire or agreement to
acquire, all of the outstanding shares of common stock of the Company or (ii)
sell, offer or agree to sell, all or substantially all, directly or indirectly,
through swap or hedging transactions or otherwise, the voting securities of the
Company or any voting rights decoupled from the underlying voting securities
held by such Member to any Third Party which would result in such Third Party,
together with its affiliates and associates having any ownership interest in
more than fifteen (15) percent of the outstanding shares of common stock of the
Company;
(b) (i)
engage, or in any way participate, directly or indirectly, in any “solicitation”
(as such term is defined in Rule 14a-1(l) promulgated by the SEC under the
Exchange Act) of proxies or consents in any “election contest” with respect to
the Company’s directors (regardless of whether it involves the election or
removal of directors of the Company), (ii) seek to advise, encourage or
influence any person or entity with respect to the voting of any voting
securities of the Company in any “election contest” with respect to the
Company’s directors (regardless of whether it involves the election or removal
of directors of the Company), (iii) initiate, propose or otherwise “solicit” (as
such term is defined in Rule 14a-1(l) promulgated by the SEC under the Exchange
Act) shareholders of the Company for the approval of shareholder proposals in
connection with the election or removal of directors of the Company, or (iv)
induce or attempt to induce any other person or entity to initiate any such
shareholder proposal; provided, however,
that nothing herein shall limit the ability of the Wattles Group to issue any
communication contemplated by Rule 14a-1(l)(2)(iv) stating how they intend to
vote and the reasons therefor with respect to any extraordinary transaction of
any kind or nature between the Company and any third party unaffiliated with the
Wattles Group; provided further that nothing herein shall limit
the ability of the Wattles Group to engage, or in any way participate, directly
or indirectly, in any “solicitation” of proxies or consents relating to a
transaction of any kind or nature between the Company and any third party
unaffiliated with the Wattles Group that is being submitted for a vote of the
shareholders;
(c) form,
join or in any way participate in a partnership, syndicate, or other group,
including without limitation any “group” as defined under Section 13(d)(3) of
the Exchange Act, with respect to any voting securities of the Company in
connection with any “election contest” with respect to the Company’s directors
(regardless of whether it involves the election or removal of directors of the
Company), other than a “group” that (1) includes all or some lesser number of
the persons or entities identified as “Reporting Persons” (or affiliates
thereof) in the Wattles Schedule 13D (defined below) and the signatories to this
Agreement, and (2) does not include any other members who are not currently
identified as Reporting Persons (or affiliates thereof) or parties to this
Agreement;
(d) deposit
any Company voting securities in any voting trust or subject any Company voting
securities to any arrangement or agreement with respect to the voting thereof,
except as expressly set forth in this Agreement;
(e) seek,
alone or in concert with others, (1) to call a meeting of shareholders or
solicit consents from shareholders or conduct a nonbinding referendum of
shareholders, (2) to obtain representation on the Board except as otherwise
expressly permitted in this Agreement, (3) to effect the removal of any member
of the Board, provided that this shall not pertain to any members of the Wattles
Group who are directors of the Company, (4) to make a shareholder proposal at
any meeting of the shareholders of the Company except as otherwise expressly
permitted in this Agreement, or (5) to amend any provision of the Company’s
certificate of incorporation or bylaws; provided, however,
that nothing herein shall limit any actions that may be taken by the Wattles
Nominees acting in their capacities as directors of the Company consistent with
their fiduciary duties;
(f) effect
or seek to effect (including, without limitation, by entering into any
discussions, negotiations, agreements or understandings whether or not legally
enforceable with any person), offer or propose to effect, cause or participate
in, or in any way assist or facilitate any other person to effect or seek, offer
or propose to effect or participate in, (i) any acquisition of more than 15% of
any securities, or any material assets or businesses, of the Company or any of
its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition,
share exchange or other business combination involving more than 15% of any of
the voting securities or any of the material assets or businesses of the Company
or any of its subsidiaries, or (iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with respect to the
Company or any of its subsidiaries or any material portion of its or their
businesses, provided that this Section 4(f) shall not prohibit actions in
respect of an acquisition of, offer to acquire or agreement to acquire, all of
the outstanding shares of common stock of the Company;
(g) enter
into any discussions, negotiations, agreements or understandings with any Third
Party with respect to the foregoing, or advise, assist, encourage or seek to
persuade any Third Party to take any action with respect to any of the
foregoing, or otherwise take or cause any action inconsistent with any of the
foregoing.
For
purposes of the foregoing provisions of this Section 4, the terms “affiliate” and “associate” shall have
the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the
Exchange Act, and the term “Third Party” shall
mean any person or entity that is not a party to this Agreement, a member of the
Board, a director or officer of the Company, or legal counsel to any party to
this Agreement.
5.
Schedule 13D
Filing. The Wattles Group shall promptly file an amendment to
the Schedule 13D regarding the Company’s common stock filed with the SEC on
January 22, 2008, as amended on February 28, 2008 and March 3, 2008 (the “Wattles Schedule
13D”), reporting the entry into this Agreement and the irrevocable
withdrawal by the Wattles Group of the Proposals.
6.
Due
Diligence. In the event Wattles Capital Management, LLC, Xxxx
Xxxxxxx or any of their affiliates expresses an interest in acquiring the
Company, the Company will allow Wattles Capital Management, LLC and Xxxx Xxxxxxx
to conduct due diligence in connection with an offer that is reasonably capable
of being consummated, subject only to customary confidentiality
arrangements.
7.
Company
Proposals. The Company will not propose or recommend any
matters for consideration by the Shareholders at the Annual Meeting other than
the Company Proposals, unless Wattles Capital Management, LLC provides its prior
written consent.
8.
Expenses. On
or prior to June 6, 2008, the Company shall reimburse the Wattles Group for its
reasonable, documented and actual out-of-pocket fees and expenses incurred by
the Wattles Group prior to the date hereof in connection with (i) the Proposals
and the potential proxy solicitations referred to in the Wattles Group’s notices
thereof, including but not limited to travel expenses, any fees related to the
identification and selection of the Original Five Nominees and the preparation
and filing of all filings with the SEC and (ii) the negotiation of this
Agreement and the preparation and filing of all filings with the SEC required
hereunder, not to exceed $700,000 in the aggregate. All
other fees and expenses incurred by each of the parties hereto in connection
with the matters contemplated by this Agreement shall be borne by such
party.
9.
Confidentiality. Each
Member acknowledges that information concerning the business and affairs of the
Company (“Confidential
Information”) may be disclosed to the Wattles Group by the Company or its
subsidiaries, or by the Company’s or its subsidiaries’ directors officers,
employees, agents, consultants, advisors or other representatives, including
legal counsel, accountants and financial advisors (collectively, “Representatives”). Each
Member agrees that the Confidential Information will be kept confidential and
that the Members and their Representatives will not disclose any of the
Confidential Information in any manner whatsoever without the specific prior
written consent of the Company unless disclosure is required by applicable laws
or regulations; provided, however, that the
term “Confidential Information” shall not include information that (a) was in or
enters the public domain, or was or becomes generally available to the public,
other than as a result of disclosure by any Member or any Representative
thereof, or (b) was independently acquired by the Member without violating any
of the obligations of any Member, the Wattles Group or their Representatives
under this Agreement or any other confidentiality agreement, or under any other
contractual, legal, fiduciary or binding obligation of any Member or any of
their Representatives. Each Member agrees to undertake reasonable
precautions to safeguard and protect the confidentiality of the Confidential
Information, to accept responsibility for any breach of this Section 8 by any
Representatives of any Members, including taking all reasonable measures
(including but not limited to court proceedings) to restrain Representatives
from prohibited or unauthorized disclosures or uses of the Confidential
Information.
10. Press Release and Other
Public Disclosures. The Company and the Wattles Group shall
announce this Agreement and the material terms hereof by means of a joint press
release in the form attached hereto as Exhibit A as soon as practicable on or
after the date hereof. This Agreement shall not in any way limit the
ability of the Wattles Group to make public disclosures regarding the Company
that are not disparaging to the Company, its management or board of directors
and that are not otherwise inconsistent with the provisions of this
Agreement.
11. Representations and
Warranties.
(a) Each
Member of the Wattles Group, on behalf of himself or itself, as applicable,
represents and warrants that (a) each Member has the power and authority to
execute, deliver and carry out the terms and provisions of this Agreement and to
consummate the transactions contemplated hereby, and (b) this Agreement has been
duly and validly authorized, executed and delivered by each Member, constitutes
a valid and binding obligation and agreement of each Member and is enforceable
against each Member in accordance with its terms.
(b) The
Company hereby represents and warrants that (a) it has the power and authority
to execute, deliver and carry out the terms and provisions of this Agreement and
to consummate the transactions contemplated hereby, and (b) this Agreement has
been duly and validly authorized, executed and delivered by the Company,
constitutes a valid and binding obligation and agreement of the Company and is
enforceable against the Company in accordance with its terms.
12. Notices. All
notices, demands and other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given (a) when delivered by hand, with written confirmation
of receipt, (b) upon sending if sent by facsimile to the facsimile numbers
below, with electronic confirmation of sending, (c) one (1) day after being sent
by nationally recognized overnight carrier to the addresses set forth below or
(d) when actually delivered if sent by any other method that results in
delivery, with written confirmation of receipt:
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If to the
Company:
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with a copy (which
shall not constitute notice) to:
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Circuit
City Stores, Inc.
0000
Xxxxxxx Xxxxx
Xxxxxxxx,
XX 00000
Attention:
General Counsel
Facsimile:
(000) 000-0000
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Wachtell,
Lipton, Xxxxx & Xxxx
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxxxx
Xxxxxxxxxx or Xxxxx Xxxx
Facsimile: (000)
000-0000
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If to the Wattles
Group or any Member:
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with a copy (which
shall not constitute notice) to:
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Wattles
Capital Management, LLC
0000
X. Xxxxxx Xxx. Xxxxx 000
Xxx
Xxxxx, XX 00000
Attention: Xxxx
X. Xxxxxxx
Facsimile: (000)
000-0000
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Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park
Avenue Tower
00
Xxxx 00xx
Xxxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx Xxxxxxx
Facsimile: (000)
000-0000
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13.
Assignments. This
Agreement shall not be assignable by operation of law or otherwise by a party
without the consent of the other party. Subject to the foregoing
sentence, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by and against the successors and assigns of each party to this
Agreement.
14.
Remedies. Each
of the members of the Wattles Group, on the one hand, and the Company, on the
other hand, acknowledges and agrees that irreparable injury to the other party
hereto would occur in the event any of the provisions of this Agreement were not
performed in accordance with its specific terms or was otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that the members of the Wattles Group, on the one hand, and
the Company, on the other hand, shall each be entitled to specific enforcement
of, and injunctive relief to prevent any violation of, the terms hereof and the
other party hereto will not take any action, directly or indirectly, in
opposition to the party seeking relief on the grounds that any other remedy or
relief is available at law or in equity.
15.
Governing
Law. This letter agreement shall be governed by and construed
in accordance with the internal laws of the State of New York, without regard to
any conflicts of laws principles. The parties agree that any action or
proceeding in respect of any claim arising out of or related to this letter
agreement exclusively in the United States District Court for the Southern
District of New York (the “Chosen Court”) and
(i) hereby irrevocably and unconditionally consent to submit to the exclusive
jurisdiction of the Chosen Court for any actions, suits or proceedings arising
out of or relating to this letter agreement and the transactions contemplated
hereby, (ii) waive any objection to laying venue in any such action or
proceeding in the Chosen Court and (iii) waive any objection that the Chosen
Court are an inconvenient forum or lack jurisdiction.
16.
No
Waiver. Neither the failure nor any delay by a party in
exercising any right, power or privilege under this Agreement will operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any right, power or
privilege hereunder.
17.
Amendments;
Counterparts. Any amendment or modification of the terms and
conditions set forth herein or any waiver of such terms and conditions must be
agreed to in a writing signed by each party hereto. This Agreement
may be executed in counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same
agreement. Signatures to this Agreement transmitted by facsimile
transmission, by electronic mail in “portable document format” (“.pdf”) form, or
by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing the original signature.
18.
No Third Party
Beneficiaries. This Agreement is solely for the benefit of the
parties hereto and is not enforceable by any other persons.
19.
Entire
Agreement. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and
thereof.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
caused the same to be executed by its duly authorized representative, as of the
date first above written.
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CIRCUIT
CITY STORES, INC.
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By:
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/s/
Xxxxxx X. Xxxxxxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxxxx
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Title:
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Chairman,
President, and Chief Executive Officer
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WATTLES
CAPITAL MANAGEMENT, LLC
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
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XXXX
X. XXXXXXX
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By:
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/s/
Xxxx X. Xxxxxxx
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XXXXX
X. XXXXXX
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By:
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/s/
Xxxxx X. Xxxxxx
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XXXXXXX
XXXXX
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By:
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/s/
Xxxxxxx Xxxxx
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XXX
X. XXXXXXXXX
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By:
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/s/
Xxx X Xxxxxxxxx
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XXXXXXX
XXXXXXX
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By:
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/s/
Xxxxxxx Xxxxxxx
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XXXXXXXXX
X. XXXX
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By:
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/s/
Xxxxxxxxx X. Xxxx
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