SearchHelp, Inc. Syosset, NY 11791 SEPARATION AGREEMENT
Exhibit
10.36
SearchHelp,
Inc.
0000
Xxxxxxx Xxxxxxxx, Xxxxx 000X
Xxxxxxx,
XX 00000
This SEPARATION AGREEMENT, dated as of
February 9, 2009 (the "Execution Date"), shall be effective as of February 10,
2009 (the "Effective Date"), is entered into between Xxxxxxx X. Xxxxxxxx ("WJB")
and SearchHelp, Inc. and its subsidiaries and affiliates (collectively, the
"Company"; WJB and the Company, collectively, the "Parties").
WHEREAS, the Parties wish to set forth
their understanding regarding matters in connection with the planned separation
of WJB from the Company and to settle, compromise and resolve any and all claims
WJB, on the one hand, and the Company, on the other, may have against each
other;
WHEREAS, the Company and the Officers
and Directors thereof, have approved and ratified all of the terms, conditions
and provisions of this Separation Agreement and by execution thereof by the
Company's Chief Financial Officer, the Company represents and warrants to WJB
that said Chief Financial Officer has the power and authority to execute and
deliver this Separation Agreement and that the Company can perform the
obligations contemplated hereby to be performed, the Company further represents
that it is in good standing in its state of organization, has authority to
conduct business in the State of New York;
NOW, THEREFORE, in consideration of the
mutual promises and covenants herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
WITNESSESS
1. As of the close of business on the
Effective Date, WJB will resign, and will be deemed to have resigned as Chief
Executive Officer and Chairman of the Board of the Company. After the
Effective Date, WJB will not be expected to, nor will he be authorized to
perform any work or functions on behalf of the Company as Chief Executive
Officer or Chairman of the Board. The Parties have agreed that WJB is to retain
his position as a Director of the Company and will retain any and all rights
related thereto, and in addition, WJB will become the new "Secretary" of the
Company (the specifics of which are further defined in Paragraph 4
herein).
2. This Separation Agreement contains the
entire agreement between WJB and the Company and supersedes and cancels any and
all prior contracts of employment, agreements, arrangements or understandings
between the Parties with respect to the subjects contained herein and no
agreements, representations or statements of either party not contained in this
Separation Agreement shall not bind that party. Specifically, this
Separation Agreement supersedes that certain Employment Agreement, dated May 1,
2005; the First Amendment to the Employment Agreement, dated January 29, 2007;
and the Second Amendment to the Employment Agreement, dated July 31, 2007, by
and between WJB and the Company (collectively, the "Employment Agreement"), and
the said Employment Agreement and such other contracts, agreements and
arrangements, whether oral, written or otherwise, shall hereinafter be null and
void; provided,
however, that, except as
otherwise contemplated by this Separation Agreement, the provisions contained
within Sections 1; 2.4; 2.5; 2.6; 2.7; 3.2; 6.2; 6.4; 6.6 and 6.9 of the
Employment Agreement shall survive this Separation Agreement and continue to be
in full force and effect. Except as set forth herein, neither WJB nor
the Company have any claims against the other with respect to the Employment
Agreement or any contracts of employment or other agreements or arrangements
with respect to employment.
3.0. As of the Effective Date, the Company
acknowledges and agrees that it is indebted to, and owes to WJB in the aggregate
amount of $527,049.72, for the following:
(a) the amount of $199,230.77, representing
accrued salary and one (1) week accrued vacation;
(b) the amount of $163,718.82, representing
the unpaid balance of WJB's personal loans periodically made to the Company for
working capital;
(c) the amount of $164,100.13, representing
interest accrued through the Separation Date;
In addition, the Company agrees to pay
for any remaining out of pocket expenses of WJB relating to WJB’s service as
Chief Executive Officer and Chairman of the Board of the Company if, as and when
they occur. The Company and WJB agree to settle any outstanding or remaining
out-of-pocket expenses, including possible additional credit card expenses, 30
days from the Effective Date,
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3.1 The Company agrees that it will pay the
above-stated amount in accordance with the following
schedule:
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$10,000.00 upon execution of the
Separation Agreement;
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$10,000.00 paid within ten (10)
days of the Effective Date;
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$8,627.07 per month, to commence
the week ending March 6, 2009; this amount will be paid in increments of
$4389.54 on each of Company's employees' payroll date (i.e. every two weeks commencing with
the March 6, 2009 payroll and continuing for up to 24 months until paid in
full);
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$300,000.00, based on the
following schedule:
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(i)
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If the Company raises $5 million
in financing, the entire $300,000.00 shall be paid within thirty (30) days
of the Company's receipt of the funds.
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(ii)
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If the Company raises $4 million
in financing, $150,000.00 will be paid within thirty (30) days of the
Company's receipt of the funds, $100,000.00, to be paid within ninety (90)
days with the remaining $50,000.00 to be paid within ninety (90) days
thereafter.
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(iii)
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If the Company raises at least
$2.5 million, but less than $4 million in financing, $100,000.00 shall be
paid within thirty (30) days of the Company's receipt of the funds, with
the remaining $200,000.00 to be paid in minimum increments of $25,000.00
every 6 months thereafter, provided however, said incremental payments shall
be paid in full within 2 years following the closing of said
financing.
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(iv)
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If the Company fails to raise at
least $2.5 million, the Company shall pay $25,000.00 beginning ninety (90)
days following the Effective Date hereof, with the remaining $275,000.00
to be paid in minimum increments of $25,000.00 every six (6) months
thereafter; provided however, said incremental payments shall be paid in
full within thirty (30) months following the Effective
Date.
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For WJB's dedication, capital
contributions throughout the years, and the remaining salary due WJB for
2009, the Company is granting to WJB 4,000,000 five (5) year stock options
vesting as such: 1,333,334 will vest upon the effective date;
1,333,333 options are vested February 10, 2010 and the
remaining 1,333,333 options are vested February 10,
2011. All such options are exercisable at $.11 on a cashless or
non-cashless basis at the option of
WJB.
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FINANCING IS DEFINED AS ANY AND ALL CASH
PROCEEDS, INCLUDING BUT NOT LIMITED TO DEBT OR EQUITY, EXERCISE OF WARRANTS,
OPTIONS OR WORKING CAPITAL ADVANCES.
3
The Company hereby agrees that WJB is to
be paid on the same payroll dates and in accordance with the same terms as
Management. Management, as used in this Separation Agreement shall
include the following: Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer, Chief Investment Officer, Chief
Management Officer, Chief Technical Officer and the Head of Business
Development. The Parties agree that WJB is to be paid before
any and all consultants unless WJB agrees in writing to permit the Company to
issue payment to Consultants.
3.2 The Company acknowledges and agrees that
it is the Company's obligation and responsibility to pay One Hundred (100%)
percent of the balances on the following Credit Cards and Lines of Credit, which
all personally belong to WJB and have been used exclusively
by SearchHelp, no later than June 30, 2009:
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i)
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Advanta Credit Card Account ending
in 0014; the balance on said account as of January 10, 2009 is
$15,151.09;
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ii)
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American Express Credit Card
Account ending in 52007; the balance on said account as of January 5, 2009
is $20,978.11;
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iii)
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HSBC Credit Card Account ending in
7456; the balance on said account as of January 5, 2009 is
$4,935.91;
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iv)
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HSBC Overdraft Account ending in
1733; the balance on said account as of January 10, 2009 is zero;
and
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v)
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HSBC Line of Credit Account ending
in 0025; the balance on said account as of January 10, 2009 is
$49,007.15
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The
Company agrees that it will make all payments to the above-referenced accounts
on a timely basis and that such payment shall "post" to the respective account
on or before the date due as shown on the monthly statement. The
Company agrees to send WJB monthly statements showing proof of timely and
accurate payments. In addition, the Company acknowledges and agrees that said
payment will be at the rate of at least two (2) times the required minimum
monthly payment until all such accounts are paid in full. (As an
example, if the required minimum monthly payment shown on the statement is
$250.00, the Company is required to make a payment of at least
$500.00.) The Company acknowledges and agrees that all of the
above-listed accounts must be paid in full on or before June 30,
2009. It is further agreed, that the Company will no longer use any
of the Credit Cards or Lines of Credit, that are being guaranteed by WJB without
WJB's prior written authorization agreeing to said use and the Company
acknowledges and agrees that if any of the collateral securities held by HSBC of
the LOC—35,000 Face
amount, General Motors Corporation 7.40% Debentures Due September 1, 2025 are liquidated to pay down any
of the above-referenced Credit Cards or Lines of Credit, the Company will
reimburse WJB said amounts. Any amounts reimbursed in accordance
herewith, are considered to be in
addition to other amounts owed to WJB as specified in Paragraph 3.1
above.
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3.3 As a Default
Provision provided herein
to WJB, the Company agrees, that in the event that the Company is late paying
WJB the $8,627.07 monthly payment (or any portion thereof) referred to in
Paragraph 3.2 herein, for two (2) consecutive pay periods, the Company will be
assessed a penalty in the amount of ten (10%) percent of the late payment(s),
which will be added to the monthly payment amount and WJB shall have the option,
upon written notice to the Company, to convert all or part of the outstanding
monthly payments, plus all
accrued penalties to shares of the Company's common stock at a twenty five (25%)
percent discount to the 5 day VWAP—(Volume-Weighted Average
Price) on the date the funds
were due WJB.
3.4 In order to accelerate said payments
herein that are owed to WJB, the following Acceleration
Provisions are provided
herein to WJB, (i) if the Company is showing a positive cash flow according to
GAAP, in the amount of $100,000.00 or more, for two (2) consecutive fiscal
quarters, WJB will be entitled to the acceleration of an additional fifteen
(15%) percent of the positive cash flow as recorded by the
Company. Such payment will be due within fifteen (15) days following
the filing of the second consecutive 10Q that shows positive cash
flow. (As an example, if the Company is showing a positive cash flow
in the amount of $100,000.00 in one fiscal quarter and is showing a positive
cash follow in the amount of $110,000 in the second consecutive fiscal quarter,
the Company will accelerate an additional payment to WJB in the amount of
$31,500.00.); (ii) and if the Company raises more than $5,000,000, the Company
will accelerate 4% of any money raised in excess of $5,000,000 within 15 days of
receipt of funds; and (iii) if after sixty (60) days following the
Effective Date hereof, there is any change with respect to the control of the
Company and or its Management (as such term is defined herein above), the
scheduled payments referred to in Paragraphs 3.0 and 3.1 will be immediately due
upon such change of control.
3.5 As further security for the cash amounts
the Company is indebted to and owed to WJB, the Company agrees to execute a
Promissory Note (in the form of which is annexed hereto as Exhibit "A"), in the
principal amount of $617,121.98, which amount is the aggregate of the
amounts referenced in Paragraphs 3.1 and 3.2 hereof. Said Promissory
Note obligation shall include interest to accrue at the rate of prime plus two
(2) percentage points. This Promissory Note shall be held by WJB and
will become a Demand Promissory Note if the Company fails to perform any of the
cash payment obligations,
whereby the money was
available, but not paid to
WJB and or if the Company
is late for 2 consecutive pay periods or due dates as it relates to any and all money due,
upon written notice to the Company, the Company will have 30 days from date of
said notice to cure.
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3.6 to
3.9 Left Intentionally
Blank
4.0 The Company wishes to recognize the
dedication and capital funding WJB has provided to the Company as the founder
and as the former Chief Executive Officer and Chairman of the
Board. In this regard, subject to applicable law, the Company is
granting WJB the right to serve on the Board of Directors of the Company and to
nominate an additional member of the Board of Directors, for a period of three
(3) years from the Effective Date hereof, or until the Company generates a net
annual profit in excess of Four Million ($4,000,000.00) dollars (on a fiscal
calendar basis) whichever comes first. Subject to applicable law, the
Board of Directors hereby acknowledge and agree that it cannot and will not deny
WJB the right to remain a member of the Board of Directors and to appoint an
additional member of the Board of Directors, however, it is acknowledged that
the Board shall have the right to require unanimous approval by the members of
Board of Directors with respect to the appointment of the additional Board
member, which unanimous approval, will not be unreasonably
withheld. Subject to applicable law, it is further agreed by the
Company, that the Board of Directors or any person connected therewith, cannot
and will not force or request WJB to resign his position as a member of the
Board of Directors as long as the Company is indebted to, or owes any payments
of any kind to WJB. The same will hold true for the second or any
other appointment. Subject to applicable law, in the event WJB
chooses not to be a member of the Board of Directors, or at WJB's sole option to
resign as a member of the Board of Directors, WJB is permitted, to appoint a
replacement member.
4.1 The Parties herewith agree that in
addition to WJB having accepted the Company's offer to remain a Director of the
Company, WJB shall also be elected as Secretary of the Company and shall perform
all duties related to such election. All such responsibilities as
Secretary are to be equivalent to that position in a company similar in size to
this Company. WJB agrees to assume the duties of such position a term
of not less than thirty (30) days after the Effective Date hereof, and will
continue to perform such duties until March 31, 2010. However, WJB,
at WJB's sole option may resign such Secretary position prior to March 31, 2010,
upon thirty (30) days advance written notice to the
Company.
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4.2 to 4.9 Left
Intentionally Blank
5. The Company shall continue to provide
WJB full and complete indemnification and other rights and protections which
must or be provided pursuant to the indemnity provisions as provided in
accordance with Delaware Law, the Company's Certificate of Incorporation and the
Company's By-laws. This provision shall be in effect for as long as
WJB remains in his position as a Director and an Officer of the
Company. In addition, such indemnification and other rights and
protections shall include coverage to the extent provided to former directors
and officers under the Company's present insurance policy as
applicable.
6. The Company agrees to reimburse WJB for
health insurance expenses of WJB and his family, commencing on the Effective
Date and continuing for a period of thirty-six months, up to twenty-five hundred
($2,500.00) dollars per month. In order to obtain such reimbursement
from the Company, WJB agrees that he will provide copies of such plan enrollment
and monthly insurance statements as evidence of the purchase and payments
related thereto.
7. The Parties hereby agree that WJB shall
retain the ability to exercise WJB's vested stock options, which, as of the date hereto,
total One Million Eight Hundred Ninety Five Thousand Five Hundred Fifty-Six
(1,895,556) shares, for a period of three (3) years from the Effective
Date. All other unvested stock options are hereby
cancelled. Pursuant to WJB's Employment Agreement and WJB's other
stock option agreements, WJB may not sell more
than Fifty percent (50%) of the shares acquired upon exercise of the
stock options within the first (1st) year
following such exercise. An appropriate legend restricting the sale
of Fifty percent (50%) of the shares that WJB acquires upon exercise of the
options will be placed upon the certificate representing these
shares. For purposes of clarification, the provisions of Section
3.2.4 of the Employment Agreement entitle the shares underlying WJB's options to
be included in any Registration Statement or any other applicable form
for registering securities of the Company, which the Company hereafter determines
to file, unless such shares
may be sold pursuant to Rule 144 and subject to the applicable rules and
regulations and interpretations of the Securities and Exchange Commission,
including, without limitation, Rule 415 under the Securities Act of 1933, as
amended.
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8. The Company hereby agrees that if WJB is
required or is requested to appear in any legal, accounting or tax matter, the
Company will pay for all outside legal counsel and/or accountants as such
matters pertains to the Company during the time that WJB was an Executive with
the Company. The Company agrees that it will pay up to a maximum of
$100,000.00 per each occurrence for said legal or accountant fees. It is agreed,
that WJB shall be able to choose WJB's outside counsel and that such outside
counsel shall be engaged by WJB and or the Company at the Company's
expense.
9. Except as expressly provided for
hereinabove, WJB acknowledges and agrees that WJB is not entitled to any other
consideration, payments or further compensation, remuneration or benefits from
the Company.
10. WJB covenants and agrees to promptly
deliver to the Company any and all company property in WJB's possession,
including keys, credit cards and equipment, within seven (7) days following the
expiration of the Revocation Period. Notwithstanding this Paragraph
10, WJB shall be entitled to review and receive copies of documents and work
papers that may be required in connection with WJB's continued responsibilities
as a member of the Board of Directors in addition to his duties as Secretary of
the Company. Furthermore, notwithstanding this Paragraph 10, the
Parties hereto agree that even though the Company is a publicly traded company,
that is required to file certain reports and other filings with the SEC, WJB
shall have access to any and all other documentation that shall be used to
prepare such filings and that are prepared and/or delivered to the other Board
members and Management. In addition, the Company acknowledges and
agrees that WJB shall have access to his office, including use of phones and
computers (including, without limitation, computer equipment (hardware and
software), telephones and other communication devices, office keys and security
access cards, if any). This provision shall continue for as long as
the Company is indebted to and owes payments to WJB.
11. Following the Effective Date hereof, WJB
agrees he will not at any time disparage, criticize or ridicule or make any
negative comments with respect to any of the Company's directors, officers,
employees, equity owners and their respective affiliates or any individuals or
entities with whom the Company has or may have a business
relationship. The Company hereby agrees that the Company will not at
any time disparage, criticize or ridicule WJB or make any negative comments to
any individuals or entities with whom WJB has or may have a business
relationship. If so advisable, the Parties hereto agree to create a
mutually acceptable notice for public release if necessary of WJB's pending
separation from the Company. Both parties must agree in writing if
said notice is to be for public release.
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12. The Company agrees that in the event
that any prospective employer or any other individual contacts the Company for a
reference regarding WJB, the Company shall confirm that WJB was employed by the
Company in the position of "CEO and Chairman of the Board" and the length of
time of WJB's employment. Furthermore, its agreed that in the event
that any prospective employer or any other individual requests any additional
information from the Company regarding the circumstances surrounding WJB's
separating from the Company, the Company will only indicate that WJB's
voluntarily resigned from the Company. The Company agrees to advise
WJB of any inquires or information so requested and the Company's response
thereto. If practicable, the Company agrees to advise WJB prior to
the Company's response. If not practicable, the Company agrees to
notify WJB as soon as reasonably possible.
13. WJB acknowledges that he will comply
with all provisions of Section 2.4.2 of the Employment
Agreement.
14. (a) In exchange for the payments and
benefits provided herein and as a material inducement for the Company to enter
into this Separation Agreement and in consideration of the Company's obligations
under this Separation Agreement, WJB, subject to the terms and conditions
hereof, hereby unconditionally and irrevocably, releases and discharges the
Company and each of its directors, officers, employees and agents, and the
heirs, executors, administrators, receivers, successors and assigns from, and
hereby waive and/or settle any and all actions, causes of action, suits, debts,
promises, damages or any liability, claims or demands, known or unknown, whether
present or future, and of whatsoever kind or nature which WJB ever had, now have
or hereafter can, shall or may have, for, upon or by reason of any matter, cause
or thing whatsoever from the beginning of time to the Effective Date of this
Separation Agreement (collectively, "Claims"), arising, directly or indirectly,
pursuant to or from WJB's employment with the Company or the termination of such
employment (but
specifically excluding any and all obligations of the Company arising under or related to this
Separation Agreement). Said Claims shall include,
but not limited to, any rights and/or Claims (i) arising under any federal,
state, local or other statutes, orders, laws, ordinances, regulations or the
like that relate to the employment relationship and/or specifically prohibit
discrimination based upon age, race, religion, gender, national origin,
disability, sexual orientation or any other unlawful bases, including, but not
limited to, and as amended, the Age Discrimination in Employment Act of 1967,
the Civil Rights Act of 1991, Title VII of the Civil Rights Acts of 1964, the
Civil Rights Acts of 1866 and 1871, the Americans with Disabilities Act of 1990,
the New York State and New York City Human Rights Laws, and any applicable rules
and regulations promulgated pursuant to or concerning any of the foregoing; (ii)
arising under or pursuant to any contract, written or oral, including, without
limitation, the Employment Agreement; (iii) for wrongful dismissal or
termination of employment; (iv) for tort, tortuous or harassing conduct,
infliction of mental or emotional distress, fraud, libel or slander; and (v) for
damages, including, but not limited to, punitive or compensatory damages or for
attorneys' fees, expenses, costs, salary, or accrued, unused
vacation.
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(b) The
Company hereby unconditionally and irrevocably, releases and discharges WJB, his
executors, heirs and administrators in their capacity as such, from, and hereby
waives and/or settles any and all actions, causes of action, suits, debts,
promises, damages or any liability, claims or demands, arising out of or
relating to WJB's employment, known or unknown, whether present or future, and
of whatsoever kind or nature which the Company ever had, now have or hereafter
can, shall or may have, excluding specifically any claims and causes of action
which relate to fraud or criminal and/or unlawful activities that occurred
and/or existed during WJB's employment with the Company and occurred or existed
with WJB's knowledge.
(c) This
Paragraph 14 shall not apply to any claims either WJB or the Company may have
for any breach of any of the terms and/or conditions within this
Separation Agreement, including claims by the Company pursuant to
those provisions of the Employment Agreement that continue to be in effect, as
set forth in Paragraph 2 of this Separation Agreement.
15. WJB hereby agrees that if WJB is
required by subpoena to provide testimony in a case against the Company or any
of its Directors, Officers, or Employees, WJB shall provide notice to the
Company within forty-eight (48) hours of WJB's receipt of such
subpoena. In addition hereto, the Company agrees to pay for any
travel and/or legal fees in connection therewith, and shall provide to WJB any
documentation that he may require to respond to said
subpoena.
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16. This Separation Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of laws and the Parties submit to the
jurisdiction of the federal or state courts within the State of New York for
purposes of any actions or proceedings that may be required to enforce this
Separation Agreement. Any provision of this Separation Agreement
which is adjudged to be prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without affecting the validity or
enforceability of the remainder of this Separation
Agreement.
17. This Separation Agreement, its contents
and all information pertaining to its negotiations are to remain
confidential. The Parties hereto agree not to disclose the substance,
terms, or facts of this Separation Agreement, or any other matters pertaining
thereto, unless (and only to the extent that) such disclosure is (i) lawfully
required by any governmental agency; (ii) otherwise required to be disclosed by
law (including legally required financial or SEC reporting); or (iii) necessary
in any legal proceeding in order to enforce any provision of this Separation
Agreement. It is provided however, the Parties hereto may disclose
the terms of this Separation Agreement to its accountants, tax advisors, or
legal counsel to the extent required for professional advice from those
sources. Nothing in this Separation Agreement shall preclude either
the Company or WJB from making truthful disclosures as may be required by
law.
18. By
executing this Separation Agreement, WJB acknowledges that: (i) he has been
advised by the Company to consult with an attorney before executing this
Separation Agreement; (ii) he has been provided with at least twenty-one (21)
calendar days to review and consider whether to sign this Separation Agreement
and that by executing and delivering this Separation Agreement to the Company,
he may be waiving any remaining portion of such twenty-one (21) calendar day
period; and (iii) he acknowledges that he has been advised by the Company, that
for a period of seven (7) calendar days following the date of his execution of
this Separation Agreement, he has an absolute right to revoke this Agreement
(the "Revocation Period") by notifying the Company in writing on or before the
expiration of the seven (7) day period. If so revoked, this Agreement
shall be deemed to be void ab initio and of no
further force and effect.
19. This
Agreement will not be effective or enforceable, nor will the payments referred
to in Paragraph 3 be made, until the aforesaid Revocation Period has
expired.
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20. The Parties hereto acknowledge that this
Separation Agreement contains the entire agreement and understanding between WJB
and the Company and that, except as specifically set out herein, it supersedes
any prior agreements or understandings. The terms of this Separation
Agreement can be modified, amended or waived only in writing signed by the
Parties.
21. The failure at any time to enforce any
of the provisions of this Separation Agreement shall in no way be a waiver of
such provisions and shall not affect the right of any party thereafter to
enforce each and every provision hereof in accordance with its
terms.
22. This Separation Agreement will be
binding on and shall inure to the benefit of WJB's heirs, executors,
administrators, representatives and assigns, and successors in interest and
assigns of the Company. WJB's may not assign any of his rights or
duties hereunder without written consent of the Company. In the event
of WJB's death or disability of any kind, WJB's estate or administrator shall
continue to receive any and all of the benefits, rights, payments, compensation
and the like, as stated in this Separation Agreement, as if said benefits,
rights, payments, compensation and the like were being received by
WJB.
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IN WITNESS WHEREOF, the Parties hereto
have executed this Separation Agreement as of the date first above
written.
| SearchHelp, Inc. | |
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By:
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/s/ Xxxxx
Xxxxxxx
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Name: Xxxxx
Xxxxxxx
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Title: Chief Financial
Officer
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APPROVED BY BOARD OF
DIRECTORS:
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/s/ Xxxxx
Xxxxxx
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Name: Xxxxx
Xxxxxx
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/s/ Xxxxx
Xxxxx
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Name: Xxxxx
Xxxxx
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/s/ Xxxxx
X’Xxxxxx
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Name: Xxxxx
X’Xxxxxx
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ACCEPTED
BY:
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/s/ Xxxxxxx
Xxxxxxxx
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Xxxxxxx X.
Xxxxxxxx
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