Exhibit 10.4
PATENT AND TRADEMARK SECURITY AGREEMENT
PATENT AND TRADEMARK SECURITY AGREEMENT (this "Agreement") dated as of
October 11, 2005 by and among each of:
GAMESTOP CORP., a corporation organized under the laws of the State of
Delaware having a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxx 00000; and
GAMESTOP HOLDINGS CORP., a corporation organized under the laws of the
State of Delaware having a place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx 00000; and
GAMESTOP, INC., a corporation organized under the laws of the State of
Minnesota having a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxx 00000; and
XXXXXXXX.XXX, INC., a corporation organized under the laws of the
State of Delaware having a place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx 00000; and
SUNRISE PUBLICATIONS, INC., a corporation organized under the laws of
the State of Minnesota having a place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx 00000; and
MARKETING CONTROL SERVICES, INC., a corporation organized under the
laws of the Commonwealth of Virginia having a place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx 00000; and
GAMESTOP BRANDS INC., a corporation organized under the laws of the
State of Delaware having a place of business at 000 0xx Xxxxxx X., 0xx
Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000; and
GAMESTOP OF TEXAS (GP), LLC, a limited liability company organized
under the laws of the State of Delaware having a place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx 00000; and
GAMESTOP (LP), LLC, a limited liability company organized under the
laws of the State of Delaware having a place of business at 000 0xx Xxxxxx
X., 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000; and
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GAMESTOP TEXAS LP, a limited partnership organized under the laws of
the State of Texas having a place of business at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx 00000; and
ELECTRONICS BOUTIQUE HOLDINGS CORP., a corporation organized under the
laws of the State of Delaware, having a place of business at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB INVESTMENT CORP., a corporation organized under the laws of the
State of Delaware, having a place of business at 000 Xxxxx Xxxxxxx Xxxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB CATALOG COMPANY, INC., a corporation organized under the laws of
the State of Nevada, having a place of business at 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB GAMES CUSTOMER SERVICE, INC., a corporation organized under the
laws of the State of Ohio, having a place of business at 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
ELBO INC., a corporation organized under the laws of the State of
Delaware, having a place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000,
EB FINANCE INC., a corporation organized under the laws of the State
of Delaware, having a place of business at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000,
EB SPECIALTY SERVICES, INC., a corporation organized under the laws of
the State of Delaware, having a place of business at 000 Xxxxx Xxxxxxx
Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
ELECTRONICS BOUTIQUE OF AMERICA INC., a corporation organized under
the laws of the Commonwealth of Pennsylvania having a place of business at
000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB SADSBURY SECOND, LLC, a limited liability company organized under
the laws of the State of Delaware, having a place of business at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB SADSBURY GENERAL PARTNER, LP, a limited partnership organized under
the laws of the State of Delaware, having a place of business at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
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EB SADSBURY PROPERTY HOLDING, LP, a limited partnership organized
under the laws of the State of Delaware, having a place of business at 000
Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000,
EB INTERNATIONAL HOLDINGS, INC., a corporation organized under the
laws of the State of Delaware, having a place of business at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 (each such Person,
individually, a "Grantor" and collectively, the "Grantors"); and
BANK OF AMERICA, N.A., a national banking association, as collateral
agent (in such capacity, the "Collateral Agent" for the Secured Parties (as
defined herein), in consideration of the mutual covenants contained herein
and benefits to be derived herefrom.
WITNESSETH:
WHEREAS, the Grantors have entered into a certain Credit Agreement dated as
of even date herewith (as such may be amended, modified, supplemented or
restated hereafter, the "Credit Agreement") by and among (i) the Grantors, (ii)
the Lenders named therein, (iii) Bank of America, N.A., as Administrative Agent
and Collateral Agent for the Lenders, (iv) Citicorp North America, Inc., as
Syndication Agent, (v) Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx
Business Financial Services Inc., as Documentation Agent, (vi) Bank of America,
N.A. and Citicorp North America, Inc., as Issuing Banks, and (vii) Banc of
America Securities LLC, Citigroup Global Markets Inc. and Xxxxxxx Xxxxx Capital,
a Division of Xxxxxxx Xxxxx Business Financial Services Inc., as Joint Lead
Arrangers and Joint Lead Bookrunners, pursuant to which Credit Agreement the
Lenders have agreed to make Loans to the Grantors, and the Issuing Banks have
agreed to issue Letters of Credit for the account of the Grantors, upon the
terms and subject to the conditions specified in, the Credit Agreement; and
WHEREAS, the Grantors have entered into a certain Guaranty of even date
herewith in favor of the Secured Parties (as such may be amended, modified,
supplemented or restated hereafter, the "Guaranty"), pursuant to which Guaranty
each Grantor guarantees the Obligations of the other Grantors; and
WHEREAS, the Grantors have entered into a certain Security Agreement of
even date herewith in favor of the Collateral Agent and the Secured Parties (as
such may be amended, modified, supplemented or restated hereafter, the "Security
Agreement"), pursuant to which Security Agreement each Grantor grants the
Collateral Agent, for the benefit of the Secured Parties, a security interest in
the "Collateral" as defined in the Security Agreement; and
WHEREAS, the obligations of the Lenders to make Loans and of the Issuing
Banks to issue Letters of Credit are each conditioned upon, among other things,
the execution and delivery by the Grantors of an agreement in the form hereof to
secure the Obligations (as defined herein).
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NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in this Agreement, and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Grantors and the Collateral Agent
hereby agree as follows:
SECTION 1
Definitions
1.1 Generally. Unless the context otherwise requires, all capitalized terms
used but not defined herein shall have the meanings set forth in the Credit
Agreement, and all references to the UCC shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York; provided, however, that
if a term is defined in Article 9 of the UCC differently than in another Article
thereof, the term shall have the meaning set forth in Article 9, and provided
further that if by reason of mandatory provisions of law, perfection, or the
effect of perfection or non-perfection, of the security interest in any IP
Collateral or the availability of any remedy hereunder is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than New York,
"UCC" means the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection or availability of such remedy, as the case may be.
1.2 Definition of Certain Terms Used Herein. As used herein, the following
terms shall have the following meanings:
(a) "Credit Agreement" shall have the meaning assigned to such term in
the preliminary statement of this Agreement.
(b) "Guaranty" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.
(c) "Guaranty Obligations" shall mean the obligations and liabilities
guarantied by the Grantors pursuant to the Guaranty.
(d) "Intellectual Property" shall have the meaning assigned to such
term in Section 3 hereof.
(e) "IP Collateral" shall have the meaning assigned to such term in
Section 2 hereof.
(f) "Licenses" shall mean, collectively, the Patent Licenses and
Trademark Licenses.
(g) "Obligations" shall mean "Obligations" as defined in the Credit
Agreement and the Guaranty Obligations.
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(h) "Patents" shall mean all letters patent and applications for
letters patent of each Grantor, and the inventions and improvements therein
disclosed, and any and all divisions, reissues and continuations of said
letters patent including, without limitation the patents listed on EXHIBIT
A annexed hereto and made a part hereof.
(i) "Patent Licenses" shall mean all agreements, whether written or
oral, providing for the grant by or to any Grantor of any right to
manufacture, use or sell any invention covered by a Patent, including,
without limitation, the agreements listed on EXHIBIT A annexed hereto and
made a part hereof.
(j) "PTO" shall mean the United States Patent and Trademark Office or
any other federal governmental agency which may hereafter perform its
functions.
(k) "Security Agreement" shall have the meaning assigned to such term
in the preliminary statement of this Agreement.
(l) "Trademarks" shall mean all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade
dress, trade styles, service marks, designs, logos and other source or
business identifiers of each Grantor, whether registered or unregistered,
including, without limitation, the trademarks listed on EXHIBIT B annexed
hereto and made a part hereof, together with all registrations and
recordings thereof, all applications in connection therewith, and any
goodwill of the business connected with, and symbolized by, any of the
foregoing.
(m) "Trademark Licenses" shall mean all agreements, whether written or
oral, providing for the grant by or to any Grantor of any right to use any
Trademark, including, without limitation, the agreements listed on EXHIBIT
B annexed hereto and made a part hereof.
1.3 Rules of Interpretation. The rules of interpretation specified in
Section 1.2 of the Credit Agreement shall be applicable to this Agreement.
SECTION 2
Security Interest
In furtherance and as confirmation of the Security Interest granted by the
Grantors to the Collateral Agent (for the ratable benefit of the Secured
Parties) under the Security Agreement, and as further security for the payment
or performance, as the case may be, in full of the Obligations, each Grantor
hereby ratifies such Security Interest and grants to the Collateral Agent (for
the ratable benefit of the Secured Parties) a continuing security interest, with
a power of sale (which power of sale shall be exercisable only following the
occurrence of an Event of Default), in all of the present and future right,
title and interest of the Grantors in and to the following property, and each
item thereof, whether now owned or existing or hereafter acquired
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or arising, together with all products, proceeds, substitutions, and accessions
of or to any of the following property (collectively, the "IP Collateral"):
(a) All Patents and Patent Licenses.
(b) All Trademarks and Trademark Licenses.
(c) All renewals of any of the foregoing.
(d) All General Intangibles connected with the use of, or related to,
any and all Intellectual Property (including, without limitation, all
goodwill of the Grantors and their business, products and services
appurtenant to, associated with, or symbolized by, any and all Intellectual
Property and the use thereof).
(e) All income, royalties, damages and payments now and hereafter due
and/or payable under and with respect to any of the foregoing, including,
without limitation, payments under all Licenses entered into in connection
therewith and damages and payments for past or future infringements or
dilutions thereof.
(f) The right to xxx for past, present and future infringements and
dilutions of any of the foregoing.
(g) All of the Grantors' rights corresponding to any of the foregoing
throughout the world.
SECTION 3
Protection of Intellectual Property By Grantors
Except as set forth below in this Section 3, the Grantors shall undertake
the following with respect to each of the items respectively described in
Sections 2(a), (b), (c), and (d) (collectively, the "Intellectual Property"):
3.1 Pay all renewal fees and other fees and costs associated with
maintaining the Intellectual Property and with the processing of the
Intellectual Property and take all other reasonable and necessary steps to
maintain each registration of the Intellectual Property.
3.2 Take all actions reasonably necessary to prevent any of the
Intellectual Property from becoming forfeited, abandoned, dedicated to the
public, invalidated or impaired in any way.
3.3 At the Grantors' sole cost, expense, and risk, pursue the prompt,
diligent processing of each application for registration which is the subject of
the security interest created herein and not abandon or delay any such efforts.
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3.4 At the Grantors' sole cost, expense, and risk, take any and all action
which the Grantors reasonably deem appropriate under the circumstances to
protect the Intellectual Property from infringement, misappropriation or
dilution, including, without limitation, the prosecution and defense of
infringement actions.
Notwithstanding the foregoing, so long as no Event of Default has occurred
and is continuing, and no Material Adverse Effect would result therefrom, no
Grantor shall have an obligation to use or to maintain any Intellectual Property
(i) that relates solely to any product that has been discontinued, abandoned or
terminated, and (ii) that has been replaced with Intellectual Property
substantially similar to the Intellectual Property that may be abandoned or
otherwise become invalid, so long as the failure to use or maintain such
Intellectual Property does not materially adversely affect the validity of such
replacement Intellectual Property and so long as such replacement Intellectual
Property is subject to the lien created by this Agreement.
SECTION 4
Grantors' Representations and Warranties
The Grantors represent and warrant that:
4.1 EXHIBIT A is a true, correct and complete list of all Patents and
Patent Licenses owned by the Grantors as of the date hereof.
4.2 EXHIBIT B is a true, correct and complete list of all Trademarks and
Trademark Licenses owned by the Grantors as of the date hereof.
4.3 Except as set forth in EXHIBITS A and B, none of the Intellectual
Property is the subject of any licensing or franchise agreement pursuant to
which any Grantor is the licensor or franchisor.
4.4 All IP Collateral is, and shall remain, free and clear of all Liens,
encumbrances, or security interests in favor of any Person, other than Permitted
Encumbrances and Liens in favor of the Collateral Agent.
4.5 Each Grantor owns, or is licensed to use, all Intellectual Property
necessary for the conduct of its business as currently conducted. No material
claim has been asserted and is pending by any Person challenging or questioning
the use by any Grantor of any of the Intellectual Property owned by any Grantor
or the validity or effectiveness of any of the Intellectual Property owned by
any Grantor, nor does any Grantor know of any valid basis for any such claim,
except as otherwise set forth in the Credit Agreement. To the knowledge of the
Grantors, the use by the Grantors of the Intellectual Property does not infringe
the rights of any Person in any material respect. No holding, decision or
judgment has been rendered by any Governmental Authority which would limit,
cancel or question the validity of, or any Grantor's rights in, any Intellectual
Property in any respect that could reasonably be expected to have a Material
Adverse Effect on the business or the property of any Grantor.
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4.6 The Grantors shall give the Collateral Agent written notice (with
reasonable detail) within ten (10) days following the occurrence of any of the
following:
(a) The Grantors' obtaining rights to, and filing applications for
registration of, any new Intellectual Property, or otherwise acquiring
ownership of any newly registered Intellectual Property (other than the
Grantors' right to sell products containing the trademarks of others in the
ordinary course of the Grantors' business).
(b) The Grantors' becoming entitled to the benefit of any registered
Intellectual Property whether as licensee or licensor (other than the
Grantors' right to sell products containing the trademarks of others in the
ordinary course of the Grantors' business).
(c) The Grantors' entering into any new Licenses.
(d) The Grantors' knowing or having reason to know, that any
application or registration relating to any material Intellectual Property
may become forfeited, abandoned or dedicated to the public, or of any
adverse determination or development (including, without limitation, the
institution of, or any such determination or development in, any proceeding
in the PTO or any court or tribunal) regarding the Grantors' ownership of,
or the validity of, any material Intellectual Property or the Grantors'
right to register the same or to own and maintain the same.
SECTION 5
Agreement Applies to Future Intellectual Property
5.1 The provisions of this Agreement shall automatically apply to any such
additional property or rights described in subsections (a), (b) and (c) of
Section 4.6, above, all of which shall be deemed to be and treated as
"Intellectual Property" within the meaning of this Agreement.
5.2 Upon the reasonable request of the Collateral Agent, the Grantors shall
execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Collateral Agent may request to evidence the
Collateral Agent's security interest in any Patent or Trademark and the goodwill
and General Intangibles of the Grantors relating thereto or represented thereby
(including, without limitation, filings with the PTO or any similar office), and
the Grantors hereby constitute the Collateral Agent as their attorney-in-fact to
execute and file all such writings for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed; provided, however, the Collateral
Agent's taking of such action shall not be a condition to the creation or
perfection of the security interest created hereby.
SECTION 6
Grantors' Rights To Enforce Intellectual Property
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Prior to the Collateral Agent's giving of notice to the Grantors (i)
following the occurrence of an Event of Default or (ii) pursuant to Section 6.1
below, the Grantors shall have the exclusive right to xxx for past, present and
future infringement of the Intellectual Property including the right to seek
injunctions and/or money damages, in an effort by the Grantors to protect the
Intellectual Property against encroachment by third parties, provided, however:
6.1 The Grantors first provide the Collateral Agent with written notice of
the Grantors' intention to so xxx for enforcement of any Intellectual Property.
If, in the reasonable opinion of the Collateral Agent, the Grantors have failed
to take appropriate action within sixty (60) days after such notice is given to
Collateral Agent, upon notice to the Grantors, the Collateral Agent may (but
shall not be required to) itself take such action in the name of the Grantors,
with any damages recovered in such action, net of costs and attorneys' fees
reasonably incurred, to be applied as provided in Section 6.2 of the Security
Agreement.
6.2 Any money damages awarded or received by the Grantors on account of
such suit (or the threat of such suit) shall constitute IP Collateral.
6.3 Following the occurrence of any Event of Default, the Collateral Agent,
by notice to the Grantors may terminate or limit the Grantors' rights under this
Section 6.
SECTION 7
Collateral Agent's Actions To Protect Intellectual Property
In the event of:
(a) the Grantors' failure, within five (5) days of written notice from
the Collateral Agent, to cure any failure by the Grantors to observe or
perform any of the Grantors' covenants, agreements or other obligations
hereunder; and/or
(b) the occurrence and continuance of any other Event of Default,
the Collateral Agent, acting in its own name or in that of the Grantors, may
(but shall not be required to) act in the Grantors' place and stead and/or in
the Collateral Agent's own right in connection therewith.
SECTION 8
Rights Upon Default
Upon the occurrence of any Event of Default, the Collateral Agent may
exercise all rights and remedies of a secured party upon default under the
Uniform Commercial Code as adopted in the State of New York, with respect to the
Intellectual Property, in addition to which the Collateral Agent may sell,
license, assign, transfer, or otherwise dispose of the Intellectual Property.
Any person may conclusively rely upon an affidavit of an officer of the
Collateral
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Agent that an Event of Default has occurred and that the Collateral Agent is
authorized to exercise such rights and remedies.
SECTION 9
Collateral Agent As Attorney In Fact
9.1 The Grantors hereby irrevocably constitute and designate the Collateral
Agent as and for the Grantors' attorney in fact, effective following the
occurrence and during the continuance of an Event of Default:
(a) To supplement and amend from time to time Exhibits A and B of this
Agreement to include any new or additional Intellectual Property of the
Grantors.
(b) To exercise any of the rights and powers referenced herein.
(c) To execute all such instruments, documents, and papers as the
Collateral Agent determines to be appropriate in connection with the
exercise of such rights and remedies and to cause the sale, license,
assignment, transfer, or other disposition of the Intellectual Property.
9.2 The within grant of a power of attorney, being coupled with an
interest, shall be irrevocable until this Agreement is terminated by a duly
authorized officer of the Collateral Agent.
9.3 The Collateral Agent shall not be obligated to do any of the acts or to
exercise any of the powers authorized by Section 9.1, but if the Collateral
Agent elects to do any such act or to exercise any of such powers, it shall not
be accountable for more than it actually receives as a result of such exercise
of power, and shall not be responsible to any Grantor for any act or omission to
act except for any act or omission to act as to which there is a final
determination made in a judicial proceeding (in which proceeding the Collateral
Agent has had an opportunity to be heard) which determination includes a
specific finding that the subject act or omission to act had been grossly
negligent or in actual bad faith.
SECTION 10
Collateral Agent's Rights
Any use by the Collateral Agent of the Intellectual Property, as authorized
hereunder in connection with the exercise of the Collateral Agent's rights and
remedies under this Agreement and under the Credit Agreement shall be
coextensive with the Grantors' rights thereunder and with respect thereto and
without any liability for royalties or other related charges.
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SECTION 11
Intent
This Agreement is being executed and delivered by the Grantors for the
purpose of registering and confirming the grant of the security interest of the
Collateral Agent in the IP Collateral with the PTO. It is intended that the
security interest granted pursuant to this Agreement is granted as a supplement
to, and not in limitation of, the Security Interest granted to the Collateral
Agent, for the ratable benefit of the Secured Parties, under the Security
Agreement. All provisions of the Security Agreement shall apply to the IP
Collateral. The Collateral Agent shall have the same rights, remedies, powers,
privileges and discretions with respect to the security interests created in the
IP Collateral as in all other Collateral. In the event of a conflict between
this Agreement and the Security Agreement, the terms of this Agreement shall
control with respect to the IP Collateral and the Security Agreement with
respect to all other Collateral.
SECTION 12
Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
under seal as of the day and year first above written.
GRANTORS: GAMESTOP CORP.
GAMESTOP HOLDINGS CORP.
GAMESTOP, INC.
SUNRISE PUBLICATIONS, INC.
ELECTRONICS BOUTIQUE HOLDINGS CORP.
EB INVESTMENT CORP.
EB CATALOG COMPANY, INC.
EB GAMES CUSTOMER SERVICE, INC.
ELBO INC.
EB FINANCE INC.
EB SPECIALTY SERVICES, INC.
ELECTRONICS BOUTIQUE OF AMERICA INC.
EB SADSBURY SECOND, LLC
EB SADSBURY GENERAL PARTNER, LP
EB SADSBURY PROPERTY HOLDING, LP
EB INTERNATIONAL HOLDINGS, Inc.
as Borrowers
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
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XXXXXXXX.XXX, INC.
MARKETING CONTROL SERVICES, INC.
GAMESTOP BRANDS, INC.
GAMESTOP (LP), LLC
as Borrowers
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
GAMESTOP OF TEXAS (GP), LLC
as Borrower
By: GameStop, Inc.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
GAMESTOP TEXAS LP
as Borrower
By: GameStop of Texas (GP), LLC, its
general partner
By: GameStop, Inc.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
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COLLATERAL AGENT: BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
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