REGISTRATION RIGHTS AGREEMENT
This
Registration Rights Agreement ("Agreement") is entered into as of
October 6, 2006 by and among Small World Kids, Inc., a Nevada corporation
(the "Company"), and the Purchasers (the "Purchasers") named in that certain
Note Purchase Agreement of even date herewith (the "Purchase Agreement") and
who
have signed the counterpart signature page to this Agreement.
WHEREAS,
concurrently herewith, Purchasers have purchased secured convertible promissory
notes (the "Notes") in the aggregate Face Amount of $330,000.
WHEREAS,
in connection with the Notes, the Company is issuing to Purchasers Common Stock
Purchase Warrants ("Warrants") exercisable for shares of the Company's Common
Stock (the "Warrants").
WHEREAS,
entering into this Agreement is a condition precedent to the obligation of
the
Purchasers to purchase the Notes under the Purchase Agreement.
WHEREAS,
the capitalized terms used in this Agreement that are not defined herein shall
have the meanings ascribed to them in the Purchase Agreement.
NOW
THEREFORE, in consideration of the mutual agreements, covenants and conditions
and releases contained herein, the Company and Purchasers hereby agree as
follows:
1. Definitions.
As used
herein:
1.1. The
term
"Holder" means any person owning or having the right to acquire Registrable
Shares or any assignee thereof in accordance with Section 2.8
hereof.
1.2. The
terms
"register," "registered," and "registration" refer to a registration effected
by
preparing and filing a registration statement in compliance with the Securities
Act (as defined below) and the applicable rules and regulations thereunder,
and
the declaration or ordering of the effectiveness of such registration
statement.
1.3. For
the
purposes hereof, the term "Registrable Shares" means and includes (i) the
shares of Common Stock of the Company issued or issuable upon conversion of
the
Notes, (ii) the shares of Common Stock of the Company issued or issuable
upon exercise of the Warrants, and (iii) any shares or other securities issued
or issuable as a result of a stock split, dividend or other distribution with
respect to or in exchange for or in replacement of the shares referenced in
(i)
and (ii) above, excluding in all cases, however, any Registrable Shares sold
by
a Person in a transaction in which his or her rights under Section 2 are
not assigned.
1.4. The
term
"Ownership Percentage" means and includes, with respect to each Holder of
Registrable Shares requesting inclusion of Registrable Shares in an offering
pursuant to this Agreement, the number of Registrable Shares held by such Holder
divided by the aggregate of (i) all Registrable Shares held by all Holders
requesting registration in such offering and (ii) the total number of all
other securities entitled to registration pursuant to any agreement with the
Company and held by others participating in the underwriting.
1.5. The
term
"Securities Act" means the Securities Act of 1933, as amended.
1.6. The
term
"Public Offering" means and includes the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act, covering the offer and sale of securities to the general public for the
account of the Company.
2. Registration
Rights.
2.1. "Piggy
Back" Registration.
If at
any time the Company shall determine to register under the Securities Act
(including pursuant to a demand of any stockholder of the Company exercising
registration rights) any of its Common Stock (other than a registration relating
solely to the sale of securities to participants in a Company employee benefits
plan, a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Shares), it shall send to each Holder
written notice of such determination and, if within twenty (20) days after
receipt of such notice, such Holder shall so request in writing, the Company
shall use its best efforts to include in such registration statement all of
the
Registrable Shares that such Holder requests to be registered, except that
if,
in connection with any offering involving an underwriting of Common Stock to
be
issued by the Company, the managing underwriter shall impose a limitation on
the
number of shares of Common Stock included in any such registration statement
because, in such underwriter's judgment, such limitation is necessary based
on
market conditions, the Company shall be obligated to include in such
registration statement, with respect to the requesting Holder, only an amount
of
Registrable Shares equal to the product of (i) the number of Registrable
Shares that remain available for registration after the underwriter's cut back
and (ii) such Holder's Ownership Percentage, as that term is defined in
Section 1.4. If any Holder disapproves of the terms of such underwriting,
he may elect to withdraw therefrom by written notice to the Company and the
underwriter.
2.2. Effectiveness.
(a) The
Company will use its best efforts to maintain the effectiveness for the period
described in the plan of distribution set forth in the registration
statement.
(b) The
Company will from time to time amend or supplement such registration statement
and the prospectus contained therein as and to the extent necessary to comply
with the Securities Act and any applicable state securities statute or
regulation.
-2-
2.3. Indemnification.
(a) Indemnification
of Holders.
In the
event that the Company registers any of the Registrable Shares under the
Securities Act, the Company will indemnify and hold harmless each Holder and
each underwriter of the Registrable Shares so registered (including any broker
or dealer through whom such shares may be sold) and each person, if any, who
controls such Holder within the meaning of the Securities Act or any such
underwriter within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages, expenses or liabilities (or any
action in respect thereof), joint or several, to which they or any of them
become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse each
such
Holder, such Holder's directors and officers, each such underwriter and each
such controlling person, if any, for any legal or other expenses reasonably
incurred by them or any of them, as such expenses are incurred, in connection
with investigating, defending, or settling any actions whether or not resulting
in any liability, insofar as such losses, claims, damages, expenses, liabilities
or actions arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, in any preliminary or amended preliminary prospectus or in the
prospectus (or the registration statement or prospectus as from time to time
amended or supplemented by the Company); (ii) arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading; or (iii) any violation by the Company of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a state
securities law or any rule or regulation under the Securities Act, the Exchange
Act or any state securities law; provided, however, that the indemnity contained
in this Section 2.3(a) will not apply where such untrue statement or
omission was made in such registration statement, preliminary or amended,
preliminary prospectus or prospectus in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by
such
Holder of Registrable Shares, any such underwriter or any such controlling
person expressly for use therein. Promptly after receipt by any Holder of
Registrable Shares, any underwriter or any controlling person of notice of
the
commencement of any action in respect of which indemnity may be sought against
the Company, such Holder of Registrable Shares, or such underwriter or such
controlling person, as the case may be, will notify the Company in writing
of
the commencement thereof, and, subject to the provisions hereinafter stated,
the
Company shall assume the defense of such action (including the employment of
counsel, who shall be counsel reasonably satisfactory to such Holder of
Registrable Shares, such underwriter or such controlling person, as the case
may
be), and the payment of expenses insofar as such action shall relate to any
alleged liability in respect of which indemnity may be sought against the
Company. Such Holder of Registrable Shares, any such underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action and to participate in the defense thereof in the event the representation
of such Holder, underwriter or controlling person by counsel retained by or
on
the behalf of the Company would be inappropriate due to conflicts of interest
between any such person and any other party represented by such counsel in
such
proceeding or action, in which case the Company shall pay, as incurred, the
fees
and expenses of such separate counsel. The Company shall not be liable to
indemnify any person under this Section 2.3(a) for any settlement of any
such action effected without the Company's consent (which consent shall not
be
unreasonably withheld). The Company shall not, except with the approval of
each
party being indemnified under this Section 2.3(a) (which approval will not
be unreasonably withheld), consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving
by
the claimant or plaintiff to the parties being so indemnified of a release
from
all liability in respect to such claim or litigation.
-3-
(b) Indemnification
of Company.
In the
event that the Company registers any of the Registrable Shares under the
Securities Act, each Holder of the Registrable Shares so registered will
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each underwriter of the
Registrable Shares so registered (including any broker or dealer through whom
any of such shares may be sold) and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages, expenses or liabilities (or any
action in respect thereof), joint or several, to which they or any of them
may
become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse the
Company and each such director, officer, underwriter or controlling person
for
any legal or other expenses reasonably incurred by them or any of them, as
such
expenses are incurred, in connection with investigating or defending any actions
whether or not resulting in any liability, insofar as such losses, claims,
damages, expenses, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
the
registration statement, in any preliminary or amended preliminary prospectus
or
in the prospectus (or the registration statement or prospectus as from time
to
time amended or supplemented) or arise out of or are based upon the omission
or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company in connection
therewith by such Holder, expressly for use therein; provided, however, that
such Holder's obligations hereunder shall be limited to an amount equal to
the
net proceeds to such Holder of the Registrable Shares sold in such registration.
Promptly after receipt of notice of the commencement of any action in respect
of
which indemnity may be sought against such Holder of Registrable Shares, the
Company will notify such Holder of Registrable Shares in writing of the
commencement thereof, and such Holder of Registrable Shares shall, subject
to
the provisions hereinafter stated, assume the defense of such action (including
the employment of counsel, who shall be counsel reasonably satisfactory to
the
Company) and the payment of expenses insofar as such action shall relate to
the
alleged liability in respect of which indemnity may be sought against such
Holder of Registrable Shares. The Company and each such director, officer,
underwriter or controlling person shall have the right to employ separate
counsel in any such action and to participate in the defense thereof in the
event the representation of the Company, any of its officers or directors or
any
underwriter or controlling person by counsel retained by or on the behalf of
such Holder would be inappropriate due to conflicts of interest between any
such
person and any other party represented by such counsel in such proceeding or
action, in which case such Holder shall pay, as incurred, the fees and expenses
of such separate counsel, but only one such counsel. Notwithstanding the two
preceding sentences, if the action is one in which the Company may be obligated
to indemnify any Holder of Registrable Shares pursuant to Section 2.3, the
Company shall have the right to assume the defense of such action, subject
to
the right of such Holders to participate therein as permitted by
Section 2.3. Such Holder shall not be liable to indemnify any person for
any settlement of any such action effected without such Holder's consent (which
consent shall not be unreasonably withheld). Such Holder shall not, except
with
the approval of the Company (which approval shall not be unreasonably withheld),
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to the party being so indemnified of a release from all liability in respect
to
such claim or litigation.
-4-
2.4. Contribution.
If the
indemnification provided for in Section 2.3 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any
loss,
liability, claim, damage, or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the
one
hand and of the indemnified party on the other in connection with the statements
or omissions that resulted in such loss, liability, claim, damage, or expense
as
well as any other relevant equitable considerations. The relative fault of
the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct
or
prevent such statement or omission.
2.5. Exchange
Act Registration.
With a
view to making available to the Holders the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the Securities
and
Exchange Commission (the "SEC") that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to
a
registration on Form S-3, the Company agrees to:
(a) file
on a
timely basis with the Securities and Exchange Commission all information that
the Commission may require under either of Section 13 or Section 15(d)
of the Exchange Act and, so long as it is required to file such information,
take all action that may be required as a condition to the availability of
Rule 144 under the Securities Act (or any successor exemptive rule
hereinafter in effect) with respect to the Company's Common Stock;
and
(b) furnish
to any Holder forthwith upon request (i) a written statement by the Company
as to its compliance with the reporting requirements of Rule 144,
(ii) a copy of the most recent annual or quarterly report of the Company as
filed with the Securities and Exchange Commission, and (iii) any other
reports and documents that a Holder may reasonably request in availing itself
of
any rule or regulation of the SEC allowing a Holder to sell any such Registrable
Shares without registration.
2.6. Further
Obligations of the Company.
Whenever the Company is required hereunder to register Registrable Shares,
it
agrees that it shall also do the following:
(a) Furnish
to each selling Holder such copies of each preliminary and final prospectus
and
any other documents that such Holder may reasonably request to facilitate the
public offering of its Registrable Shares;
(b) Use
its
best efforts to register or qualify the Registrable Shares to be registered
pursuant to this Agreement under the applicable securities or "blue sky" laws
of
such jurisdictions as any selling Holder may reasonably request and keep such
registration or qualification effective during the period set forth in
Section 2.2(a) above; provided, however, that the Company shall not be
obligated to qualify to do business in any jurisdiction where it is not then
so
qualified or to take any action that would subject it to the service of process
in suits other than those arising out of the offer or sale of the securities
covered by the registration statement in any jurisdiction where it is not then
so subject;
-5-
(c) Notify
each Holder of Registrable Shares covered by such registration statement at
any
time when a prospectus relating thereto is required to be delivered under the
Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing;
(d) Cause
all
such Registrable Shares registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then
listed;
(e) Provide
a
transfer agent and registrar for all Registrable Shares registered pursuant
hereunder and a CUSIP number for all such Registrable Shares, in each case
not
later than the effective date of such registration;
(f) In
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement and other customary agreements,
in
usual and customary form, with the managing underwriter of such offering. Each
Holder participating in such underwriting shall also enter into and perform
its
obligations under such an agreement;
(g) Furnish,
at the request of any Holder requesting registration of Registrable Shares
pursuant to this Section 2, on the date that such Registrable Shares are
delivered to the underwriters for sale in connection with a registration
pursuant to this Section 2, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters,
on
the date that the registration statement with respect to such securities becomes
effective:
(i) at
the
request of any Holder, to furnish on the effective date of the Registration
Statement or, if the offering is underwritten, on the date that Registrable
Shares are delivered to the underwriters for sale, an opinion of counsel, dated
such date, representing the Company for the purposes of such registration,
addressed to the underwriters and to such Holder, stating that such registration
statement has become effective under the Securities Act and that (i) to the
best knowledge of such counsel, no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose have been instituted
or are pending or contemplated under the Securities Act, (ii) the
registration statement, the related prospectus and each amendment or supplement
thereof comply as to form in all material respects with the requirements of
the
Securities Act (except that such counsel need not express any opinion as to
financial statements or other financial data contained therein), and
(iii) such other opinions as reasonably may be requested by counsel for the
underwriters or by such Holder or its counsel;
(ii) "comfort"
letters signed by the Company's independent public accountants who have examined
and reported on the Company's financial statements included in the registration
statement, to the extent permitted by the standards of the American Institute
of
Certified Public Accountants, covering substantially the same matters with
respect to the registration statement (and the prospectus included therein)
and
(in the case of the accountants' "comfort" letters) with respect to events
subsequent to the date of the financial statements, as are customarily covered
in opinions of issuer's counsel and in accountants' "comfort" letters delivered
to the underwriters in underwritten public offerings of securities, but only
if
and to the extent that the Company is required to deliver or cause the delivery
of such opinion or "comfort" letters to the underwriters in an underwritten
public offering of securities;
-6-
(h) Make
available for inspection by any seller of Registrable Shares, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents
and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;
(i) Furnish
to each selling Holder, upon request, a copy of all documents filed and all
correspondence from or to the Securities and Exchange Commission in connection
with any such offering unless confidential treatment of such information has
been requested of the Securities and Exchange Commission;
(j) Keep
such
registration continuously effective for the period of time specified in
Section 2.2(a) above;
(k) promptly
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be
necessary to comply with the provisions of the Securities Act, and to keep
such
registration statement effective for that period of time specified in
Section 2.2(a) above;
(l) use
best
efforts to obtain the withdrawal of any order suspending the effectiveness
of a
registration statement, or the lifting of any suspension of the qualification
of
any of the Registrable Shares for sale in any jurisdiction, at the earliest
possible moment; and
(m) Take
such
other actions as shall be reasonably requested by any Holder.
2.7. Expenses.
In the
case of a registration under Section 2.1 the Company shall bear all costs
and expenses of each such registration, including, but not limited to, printing,
legal and accounting expenses, Securities and Exchange Commission filing fees
and "blue sky" fees and expenses; provided, however, that the Company shall
have
no obligation to pay or otherwise bear (i) any portion of the fees or
disbursements of more than one counsel for the Holders in connection with the
registration of their Registrable Shares, which in no event shall exceed
$25,000, (ii) any portion of the underwriter's commissions or discounts
attributable to the Registrable Shares being offered and sold by the Holders
of
Registrable Shares, or (iii) any of such expenses if the payment of such
expenses by the Company is prohibited by the laws of a state in which such
offering is qualified and only to the extent so prohibited.
2.8. Transfer
of Registration Rights.
The
registration rights of a Holder of Registrable Shares under this Agreement
may
be transferred as set forth below provided (1) the transferee is bound by
the terms of this Agreement and (2) the Company is given written notice
prior to such transfer. Accordingly, the registration rights of a Holder of
Registrable Shares may be transferred (i) to any partner or affiliate of a
Holder, (ii) in the case of an individual, to any member of the immediate
family of such individual or to any trust for the benefit of the individual
or
any such family member or members, or (iii) to any other transferee which
receives at least 50% of the Registrable Shares held by the transferror.
Notwithstanding the foregoing, the registration rights of a Holder under this
Agreement may not be transferred to an entity, or a person controlled by, under
common control with or controlling such entity, which is a direct competitor
of
the Company.
-7-
2.9. Market
Stand-Off Agreement.
Provided that all Holders are treated equally and all officers and directors
of
the Company are also so bound, no Holder shall, to the extent requested by
any
managing underwriter of the Company, sell or otherwise transfer or dispose
of
(other than to donees who agree to be similarly bound) any Registrable Shares
during a period (the "Stand-Off Period") not to exceed 180 days following the
effective date of a registration statement of any secondary offering of the
Company under the Securities Act, (or in each case such shorter period as the
Company or managing underwriter may authorize), and except in each case, for
securities sold as part of the offering covered by such registration statement
in accordance with the provisions of this Agreement. In order to enforce the
foregoing covenant, the Company may impose stock transfer restrictions with
respect to the Registrable Shares of each Holder until the end of the Stand-Off
Period; provided, that (a) the Holders shall not be subject to this
provision unless each officer, director and each person then owning greater
than
one percent (1%) of the outstanding Common Stock (on a fully diluted basis)
has
executed and remains bound by a comparable obligation; and (b) nothing
herein shall prevent any Holder from making a distribution of Registrable Shares
to an affiliate of such Holder that is otherwise in compliance with applicable
securities laws, so long as such distributee agrees to be so bound.
Notwithstanding
the foregoing, the obligations described in this Section 2.9 shall not
apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms which may be promulgated in the
future, or a registration relating solely to an SEC Rule 145 transaction on
Form S-4 or similar forms which may be promulgated in the
future.
2.10. Termination
of Registration Rights.
The
obligations of the Company to register any Holder's Registrable Shares pursuant
to this Section 2 shall terminate at such time as all of a Holder's
Registrable Shares may immediately be sold under Rule 144 during any ninety
(90) day period, free of any lock-up or market stand-off
restrictions.
3. Assignability.
This
Agreement shall be binding upon and inure to the benefit of the respective
heirs, successors and assigns of the parties hereto.
4. Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of California.
5. Amendment.
Any
modification, amendment, or waiver of this Agreement or any provision hereof,
either retroactively or prospectively, shall be in writing and executed by
the
Company and the holders of not less than fifty percent (50%) of the Registrable
Shares which shall be binding upon all of the parties hereto.
-8-
6. Counterparts.
This
Agreement may be executed in any number of counterparts and via facsimile,
each
of which shall be an original, but all of which together shall constitute one
instrument.
7. Notice.
Any
notices and other communications required or permitted under this Agreement
shall be effective if in writing and delivered personally or sent by telecopier,
federal express or registered or certified mail, postage prepaid, addressed
as
follows:
If
to the
Purchaser, to: The
names
and addresses set forth on Exhibit A
|
with
a copy to:
|
Xxxxx
X. XxXxxxxxx III, Esq.
Xxxxx
Xxxxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxxx LLP
0000
Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxx 00000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxxxxx@xxxxxxxxxxxx.xxx
|
|
|
If
to the Company, to:
|
Small
World Kids, Inc.
0000
Xxxxxxxxxx Xxxxxxx
Xxxxxx
Xxxx, Xxxxxxxxxx 00000
Facsimile:
(000) 000-0000
|
|
|
with
a copy to:
|
Xxxxx
X. Xxxxxxxx
Xxxx
& Xxxxx Professional Corporation
0000
Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
|
Unless
otherwise specified herein, such notices or other communications shall be deemed
effective (a) on the date delivered, if delivered personally, (b) two
business days after being sent, if sent by Federal Express, (c) one
business day after being sent, if sent by telecopier with confirmation of good
transmission and receipt, and (d) three business days after being sent, if
sent by registered or certified mail. Each of the parties herewith shall be
entitled to specify another address by giving notice as aforesaid to each of
the
other parties hereto.
IN
WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
|
SMALL
WORLD KIDS, INC.
|
||
| |
|
|
| By: | ||
|
Name:
Xxxxx Xxxx
|
||
|
Title:
Chief Executive Officer
|
||
-9-
This
is
the counterpart signature page for Purchasers pursuant to the Registration
Rights Agreement with Small World Kids, Inc., a Nevada corporation.
|
PURCHASERS:
|
||
|
HONG
KONG LEAGUE CENTRAL CREDIT UNION
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
Dated:
October 6, 2006
|
||
|
Address:
|
||
|
x/x
XXX Advisors, LLC
000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxx Xxxx
Fax
Number: 000-000-0000
|
||
|
SBI
ADVISORS, LLC
|
||
| By: | ||
|
Name:
Title:
|
||
|
Dated:
October 6, 2006
|
||
|
Address:
|
||
|
000
Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxx Xxxx
Fax
Number: 000-000-0000
|
||
|
XXXXXXX
XXXXXX & COMPANY
|
||
| By: | ||
|
Name:
Title:
|
||
|
Dated:
October 6, 2006
|
||
|
Address:
|
||
|
0000
X. Xxxxxxxx
Xxxxx
Xxx, Xxxxxxxxxx
Attention:
Xxxxx X. Xxxxxxx
Fax
Number: (000) 000-0000
|
||
-10-
