Exhibit 10
[LOGO]
Midtown Partners (TM)
Member of NASD & SIPC
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PLACEMENT AGENT AGREEMENT
This agreement (the "Agreement"), made as of this 2nd day of February, 2005, by
and between C-Chip Technologies Corporation, a Nevada corporation, (the
"Company"), with its principal place of business at 0000 Xx-Xxxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0 and MIDTOWN PARTNERS & CO., LLC, (the
"Placement Agent"), a Florida limited liability company, with its principal
place of business at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, confirms
the understanding and agreement between the Company and the Placement Agent as
follows:
SECTION I
The Company hereby engages the Placement Agent as the Company's placement agent
in connection with a proposed private placement in the United States (the
"Offering") of up to ten million dollars (US$10,000,000) of the Company's
convertible debentures (the "Debentures"). The Offering will be made to solely
"accredited investors" (the "Accredited Investors"), as such term is defined in
Rule 501(a) of Regulation D ("Regulation D") promulgated under the United States
Securities Act of 1933, as amended (the "Securities Act"), pursuant to an
exemption from registration under applicable federal and state securities laws
available under Rule 506 of Regulation D and in accordance with the terms of
this Agreement. The terms and conditions of the Debentures shall be similar to
those terms and provisions as attached in Exhibit A hereto subject to a final
term Sheet to be set forth at a later date to be approved by the Company. The
Placement Agent hereby accepts such engagement upon the terms and conditions set
forth in this Agreement. This Agreement shall not give rise to any commitment or
obligation by the Placement Agent to purchase any of the Debentures or, except
as set forth herein, to find purchasers for the Debentures.
The Placement Agent shall provide the following services (the "Services"):
(a) Advise the Company with regard to the size of the Offering and the structure
and terms of the Debentures in light of the current market environment;
(b) Assist the Company in identifying and evaluating prospective qualified
Accredited Investors;
(c) Approach such investors on a "best efforts basis" regarding an investment in
the Company; and
(d) Work with the Company to develop a negotiating strategy and assist with the
negotiations with such potential investors.
In connection with the Placement Agent providing the Services, the Company
agrees to keep the Placement Agent up to date and apprised of all material
business, market and legal developments related to the Company and its
operations and management. The Placement Agent shall devote such time and effort
as it deems commercially reasonable under the circumstances in rendering the
Services. The Placement Agent shall not provide any work that is in the ordinary
purview of a certified public accountant. The Placement Agent cannot guarantee
results on behalf of the Company, but shall pursue all avenues that it deems
reasonable through its network of contacts.
SECTION II
The Placement Agent, its affiliates and any person acting on its or their behalf
hereby represent, warrant and agree as follows (the "Placement Agent Parties"):
(a) The Debentures offered and sold by the Placement Agent have been and will be
offered and sold in compliance with all federal and state securities laws and
regulations governing the registration and conduct of broker-dealers, and each
Placement Agent Party making an offer or sale of Debentures was or will be, at
the time of any such offer or sale, registered as a broker-dealer pursuant to
Section 15(b) of the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and under the laws of each applicable state of the United
States (unless exempted from the respective state's broker-dealer registration
requirements), and in good standing with the National Association of Securities
Dealers, Inc.
(b) The Debentures offered and sold by the Placement Agent have been and will be
offered and sold only to Accredited Investors in accordance with Rule 506 of
Regulation D and applicable state securities laws; provided, however, the
Company shall make all necessary filings under Rule 503 of Regulation D and such
similar notice filings under applicable state securities laws. The Placement
Agent Parties represent and warrant that they have reasonable grounds to believe
and do believe that each person to whom a sale, offer or solicitation of an
offer to purchase Debentures was or will be made was and is an Accredited
Investor. Prior to the sale and delivery of a Debenture to any such investor,
the Placement Agent Parties will obtain an executed subscription agreement and
an executed investors' rights agreement in the form agreed upon by the Company
and the Placement Agent (the "Subscription Documents").
(c) In connection with the offers and sales of the Debentures, the Placement
Agent Parties have not and will not
(1) Offer or sell, or solicit any offer to buy, any Debentures by any form
of "general solicitation" or "general advertising", as such terms are used in
Regulation D, or in any manner involving a public offering within the meaning of
Section 4(2) of the Securities Act;
(2) Use any written material other than the term sheet, that will be
approved by the Company at a later date, and the Placement Agent, a copy of
which is attached hereto as Exhibit A, and the Subscription Documents, and shall
only rely upon and communicate information that is publicly available regarding
the Company to any potential investors (without limiting the foregoing, none of
the Placement Agent Parties is authorized to make any representation or warranty
to any offeree concerning the Company or an investment in the Debentures); or
(3) Take any action that would constitute a violation of Regulation M
under the Exchange Act.
(d) The Placement Agent shall cause each affiliate or each party acting on its
or their behalf with whom they enter into contractual arrangements relating to
the offer and sale of any Debentures to agree, for the benefit of the Company,
to the same provisions contained in this Agreement.
SECTION III
During the Term (as defined below), the Placement Agent is hereby retained by
the Company to make limited introductions on a best efforts basis to provide
financing for the Company in an amount and form to be mutually determined by the
Company and the Placement Agent.
SECTION IV
The Company hereby represents, warrants and agrees as follows:
(a) This Agreement has been authorized, executed and delivered by the Company
and, when executed by the Placement Agent will constitute the valid and binding
agreement of the Company enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency or
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles.
(b) The offer and sale of the Debentures, the Shares, and the Warrants shall be
exempt from registration under the Securities Act, and will comply, in all
material respects with the requirements of Rule 506 of Regulation D promulgated
under the Securities Act and any applicable state securities laws. No documents
prepared by the Company in connection with the Offering, or any amendment or
supplement thereto, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.
(c) The financial statements, audited and unaudited (including the notes
thereto), included in the Company's latest annual information form and
subsequent quarterly reports (the "Financial Statements"), present fairly the
financial position of the Company as of the dates indicated and the results of
operations and cash flows of the Company for the periods specified. Such
Financial Statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved except as otherwise stated therein.
(d) No federal, state or foreign governmental agency has issued any order
preventing or suspending the Offering.
(e) The Company is a Nevada corporation organized, existing and with active
status under the laws of Nevada, with corporate power and authority under such
laws to own, lease and operate its properties and conduct its business as now
conducted. The Company has all power, authority, authorization and approvals as
may be required to enter into this Agreement and each of the Subscription
Documents, and to carry out the provisions and conditions hereof and thereof,
and to issue and sell the Debentures, the Shares, and Warrants.
(f) The Debentures, the Shares, the Warrants, and common shares issuable upon
exercise of the Warrants (the "Warrant Shares"), have all been authorized for
issuance and sale pursuant to the Subscription Documents, and when issued and
delivered by the Company against payment therefore in accordance with the terms
of the Subscription Documents, will be validly issued and fully paid and
non-assessable.
(g) With the exception of any approvals required by the Securities and Exchange
Commission related to the Offering, no further approval or authorization of any
shareholder of the Company, its Board of Directors or other person or group is
required for the issuance and sale of the Debentures, the Shares, the Warrants
or the Warrant Shares.
(h) Since the latest unaudited financial statements there has not been any (A)
material adverse change in the business, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company, (B) transaction
that is material to the Company, except transactions in the ordinary course of
business, (C) obligation that is material to the Company, direct or contingent,
incurred by the Company, except obligations incurred in the ordinary course of
business, (D) change that is material to the Company or in the common shares or
outstanding indebtedness of the Company, or (E) dividend or distribution of any
kind declared, paid, or made in respect of the common shares.
SECTION V
The parties agree that the close of the Offering (the "Closing") shall be
subject to the satisfaction of the following conditions, unless expressly waived
in writing by the parties:
(a) The Offering shall not be subject to any regulatory or judicial proceeding
questioning or reviewing its effectiveness for the purpose of offering the
Debentures for sale and issuance.
(b) The Company shall deliver a certificate of an officer of the Company dated
as of the Closing that affirms the accuracy of the representations and
warranties contained in Section IV hereof.
(c) The Agent shall have received an opinion of counsel to the Company, dated as
of the Closing, that the Debentures offered and sold in compliance with this
Agreement are not required to be registered under the Securities Act.
(d) The Company shall have paid, or made arrangements satisfactory to the Agent
for the payment of, all such expenses as required by Section VIII below.
(e) The Placement Agent and the Company shall have finalized and agreed to the
form of the warrant agreement and registration rights agreement referred to in
Section VIII below.
SECTION VI
(a) The term of this Agreement shall commence on the date first written above
and shall expire the earlier of three (3) months thereafter or the closing of
the Offering, unless terminated in accordance with the provisions set forth
below, or extended by the mutual written consent of the parties hereto (the
"Term"). This Agreement may be terminated only:
(1) By the Company for any reason at any time upon thirty (30) days' prior
written notice; or
(2) By the Placement Agent upon default in the payment of any amounts due
to the Placement Agent pursuant to this Agreement, if such default continues for
more than thirty (30) days following receipt by the Company from the Placement
Agent of written notice of such default and demand for payment.
(a) In the event of termination, the Placement Agent shall be immediately paid
in full on all items of compensation and expenses (including any amounts
deferred) payable to the Placement Agent pursuant hereto, as of the date of
termination.
(b) The Placement Agent Fee or Financing Fee shall become due and payable to
PLACEMENT AGENT upon the date that the Company receives the proceeds of the
financing from the party providing the financing. A Placement Agent Fee shall
also be payable with respect to any Qualified Offering or any subsequent
Qualified Financing accepted and received by Company within twelve (12) months
after the termination or expiration of this Agreement, by any party or source of
funding introduced or facilitated by PLACEMENT AGENT to Company.
SECTION VII
If at any time during the twelve (12) months following the termination of this
Agreement the Company conducts a Qualified Offering, the Placement Agent shall
(1) be entitled to act as a placement agent in such Qualified Offering and
receive commissions and fees for subscriptions received or solicited by the
Placement Agent for the Company's securities pursuant to the terms and
conditions of an agreement that shall be substantially similar to the terms and
conditions of this Agreement, and (2) be entitled to the compensation and fees
as set forth in Section VIII of this Agreement for any Qualified Financing
received by the Company. Any compensation or fees paid pursuant to Section VIII
below shall relate only to the securities initially issued by the Company and
not the underlying securities, unless otherwise agreed to by the Company.
"Qualified Offering" shall mean any securities issued by the Company, other
than: (1) the Units, the Warrants, the Shares or the common shares underlying
the Warrants issued pursuant to the terms and conditions of the Offering; (2)
common shares, options or other rights to purchase common shares issued or
granted to employees, officers, directors and consultants of the Company
pursuant to one or more employee stock plans or agreements approved by the
Company's board of directors; (3) securities of the Company issued or issuable
to financial institutions or lessors in connection with real estate leases,
commercial credit arrangements, equipment financings or similar transactions
approved by the Company's board of directors, including, but not limited to,
equipment leases or bank lines of credit; (4) securities issued as a dividend or
distribution on, or in connection with a split of or recapitalization of, any of
the capital stock of the Company; (4) securities issued by the Company pursuant
to strategic partnership, joint venture or other similar arrangements approved
by the Company's board of directors where the primary purpose of the arrangement
is not to raise capital; (5) securities of the Company issued pursuant to a
registration statement filed by the Company under the Securities Act; (6)
securities issued by the Company pursuant to an acquisition of another
corporation or other entity by the Corporation by merger, purchase of all or
substantially all of the capital stock or assets, or other reorganization; or
(7) securities of the Company issued pursuant to currently outstanding options,
warrants or other rights to acquire securities of the Company.
"Qualified Financing" shall mean an investment from a person after the
termination of this Agreement that directly results from the Placement Agent's
performance of the Services hereunder during the Term of this Agreement (for the
avoidance of doubt this shall mean any solicitation of a potential investor or
an introduction of a potential investor to the Company by the Placement Agent
related to the Offering during the Term of this Agreement). The Placement Agent
agrees to provide to the Company within ten (10) days after the termination of
this Agreement (the "Delivery Deadline") a list of all persons solicited on
behalf of the Company or introduced to the Company by the Placement Agent
related to the Offering (the "Solicitation List") to assist the parties in
making a later determination as to whether a Qualified Financing has occurred.
If the Solicitation List is not provided to the Company prior to the expiration
of the Delivery Deadline, the Company's obligation to pay any commissions or
fees related to a Qualified Financing pursuant to this Section VII shall
immediately terminate. For purposes of this Agreement, receipt of Qualified
Financing shall be deemed to be received by the Company on the date that a
definitive agreement regarding the Qualified Financing is executed by the
Company and the party providing such financing. The compensation or fees shall
become payable to the Placement Agent upon the date that the Company receives
the proceeds of the Qualified Financing.
Notwithstanding anything to the contrary, if the Company conducts a Qualified
Offering during the twelve (12) months following the termination of this
Agreement, it shall not be obligated to accept any subscriptions received by the
Placement Agent or any Qualified Financing by virtue of this Section VII and the
Company reserves the right to accept or reject any such subscriptions or
Qualified Financing in whole or in part.
SECTION VIII
In consideration for the performance of the Services hereunder, the Company
hereby agrees to pay to the Placement Agent such fees ("The Placement Agent Fee
or the Financing Fee") as outlined below:
(a) If the Placement Agent receives subscriptions for Debentures as a part of
the Offering (the "Placement Agent Investors"), the Company shall:
1) Pay to the Placement Agent an amount equal to Seven percent (7%) of
the principal amount of the Debentures purchased by the Placement
Agent Investors (the "Financing Fee"), and
2) On each closing date of a Financing on which aggregate consideration
is paid or becomes payable to the Company for its Equity Securities,
the Company shall issue to the Placement Agent or its permitted
assigns warrants (the "Warrants") to purchase such number of shares
of the common stock of the Company equal to Ten percent (10%) of the
aggregate number of shares of common stock of the Company issued and
issuable by the Company under and in connection with the Financings.
The Company shall grant to the Placement Agent all Series of
Warrants equal to ten percent (10%) of the number of Warrants issued
to the Placement Agent Investors. The number of shares of common
stock issuable upon exercise of the Warrants shall include all
shares of common stock issuable under the Securities, including,
without limitation, shares issuable upon conversion or exercise of
the Securities. Fifty percent (50%) of the Warrants shall provide
for cashless exercise (even if the Purchasers do not have such
right) and have terms and conditions identical to the Securities
purchased by the Purchasers, including, without limitation,
anti-dilution and full ratchet provisions to take into account any
issuance of additional shares of common stock as a result of an
adjustment to the Securities or the shares of common stock
underlying the Securities. Fifty percent (50%) of the Warrants shall
provide for cash exercise at a strike price of seventy five cents
($.75) per share and have terms and conditions identical to the
Securities purchased by the Purchasers, including, without
limitation, anti-dilution and full ratchet provisions to take into
account any issuance of additional shares of common stock as a
result of an adjustment to the Securities or the shares of common
stock underlying the Securities. The Warrants shall be exercisable
after the date of issuance and shall expire five years after the
date of issuance, unless otherwise extended by the Company. The
Warrants shall include anti-dilution protection, including
protection against issuances of securities at prices (or with
exercise prices, in the case of warrants, options or rights) below
the exercise price of the Warrants. The Warrants shall not be
callable or redeemable. The Warrants shall also include one demand
registration right exercisable following the first anniversary of
the closing, and piggyback registration rights. The Warrants shall
be transferable within MIDTOWN PARTNERS, at the Placement Agent's
discretion. For up to twenty four (24) months following the
effective date of the registration statement for this transaction
and in the event that an Investor exercises the right to exercise
the Warrants into common stock in the Company, the Placement Agent
shall receive a Five percent (5%) cash fee on the exercise of the
Investor's Warrants.
3) An escrow with a third party agent approved by the parties hereto
will be used for each closing to which the Placement Agent shall be
a party. All consideration due the Placement Agent shall be paid to
the Placement Agent directly therefrom.
4) Cause its affiliates to, pay to the Placement Agent all compensation
described in this Section VIII with respect to all Securities sold
to a purchaser or purchasers at any time prior to the expiration of
twenty four (24) months after the expiration of this Agreement (the
"Tail Period") if (i) such purchaser or purchasers were identified
to the Company by the Placement Agent during the Term authorized,
(ii) the Placement Agent advised the Company with respect to such
purchaser or purchasers during the Term authorized or (iii) the
Company or the Placement Agent had discussions with such purchaser
or purchasers during the Term authorize
SECTION IX
The Company agrees to indemnify the Placement Agent and hold it harmless against
any losses, claims, damages or liabilities incurred by the Placement Agent, in
connection with, or relating in any manner, directly or indirectly, to the
Placement Agent rendering the Services in accordance with the Agreement, unless
it is determined by a court of competent jurisdiction that such losses, claims,
damages or liabilities arose out of the Placement Agent's breach of this
Agreement, sole negligence, gross negligence, willful misconduct, dishonesty,
fraud or violation of any applicable law. Additionally, the Company agrees to
reimburse the Placement Agent immediately for any and all expenses, including,
without limitation, attorney fees, incurred by the Placement Agent in connection
with investigating, preparing to defend or defending, or otherwise being
involved in, any lawsuits, claims or other proceedings arising out of or in
connection with or relating in any manner, directly or indirectly, to the
rendering of any Services by the Placement Agent in accordance with the
Agreement (as defendant, nonparty, or in any other capacity other than as a
plaintiff, including, without limitation, as a party in an interpleader action);
provided, however, that in the event a determination is made by a court of
competent jurisdiction that the losses, claims, damages or liability arose
primarily out of the Placement Agent's breach of this Agreement, sole
negligence, gross negligence, willful misconduct, dishonesty, fraud or any
violation of any applicable law, the Placement Agent will remit to the Company
any amounts for which it had been reimbursed under this paragraph. The Company
further agrees that the indemnification and reimbursement commitments set forth
in this paragraph shall extend to any controlling person, strategic alliance,
partner, member, shareholder, director, officer, employee, agent or
subcontractor of the Placement Agent and their heirs, legal representatives,
successors and assigns. The provisions set forth in this Section IX shall
survive any termination of this Agreement.
SECTION X
All notices, demands or other communications given hereunder shall be in writing
and shall be deemed to have been duly given when delivered in person or
transmitted by facsimile transmission or the fifth calendar day after being
mailed by registered or certified mail, return receipt requested, postage
prepaid, to the addresses herein above first mentioned or to such other address
as any party hereto shall designate to the other for such purpose manner herein
set forth.
SECTION XI
Governing Law. The subject matter of this Agreement shall be governed by and
construed in accordance with the laws of the State of Florida (without reference
to its choice of law principles), and to the exclusion of the law of any other
forum, without regard to the jurisdiction in which any action or special
proceeding may be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL
JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN PALM BEACH
COUNTY, FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION
WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF THIS
AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT,
EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO
TRIABLE. If it becomes necessary for any party to institute legal action to
enforce the terms and conditions of this Agreement, the prevailing party may be
awarded reasonable attorneys fees, expenses and costs.
Confidentiality. The Placement Agent may acquire certain non-public information
respecting the business of the Company in connection with the performance of
services hereunder, including information, which is reasonably understood to be
proprietary or confidential in nature (collectively, "Confidential
Information"). The Placement Agent hereby agrees that all Confidential
Information shall be kept strictly confidential by the Placement Agent and its
affiliates, members, partners, shareholders, managers, directors, officers,
employees, advisors, agents, and controlling persons (collectively,
"Representatives"), except that Confidential Information or portions thereof may
be disclosed to Representatives who need to know such information for the
purpose of enabling the Placement Agent to perform services hereunder (it being
understood that prior to such disclosure, such Representative will be informed
by the Placement Agent of the confidential nature of such Confidential
Information and shall agree to be bound by this Agreement). The Placement Agent
shall be responsible for any breach of this provision by any of its
Representatives. For purposes hereof, Confidential Information shall not include
any information which (i) at the time of disclosure or thereafter is or becomes
generally known by the public (other than as a result of its disclosure by the
Placement Agent or its Representatives), (ii) was or becomes available to the
Placement Agent on a non-confidential basis from a person who is not subject to
a confidentiality agreement concerning that information, or (iii) is required by
law to be disclosed by the Placement Agent (provided that if such disclosure is
required by order of a court or administrative agency, the Placement Agent shall
notify the Company as soon as possible so that the Company may seek a protective
order).
Exclusivity. The Placement Agent and the Company acknowledge and agree that the
Placement Agent is being granted exclusivity only in connection with Financing
funded by JGB Capital Management, LP, Victus Capital Management, Vicis Capital
Management, Crestview Funds, Xxxxxxxx Investment Management, Bushido Capital,
Noble Financial, Bluegrass Funds, Gemini Funds, Ramius Capital, and Xxxxxxx
Capital. The Company and the Placement Agent reserve the right to modify this
section to include additional investors ("Additional Investors"). The Additional
Investors shall not be Investors in a prior round or Investors introduced by
another placement agent.
Assignments and Binding Effect. This Agreement shall be binding on and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns. The rights and obligations of the parties under this Agreement may not
be assigned or delegated without the prior written consent of both parties, and
any purported assignment without such written consent shall be null and void.
Modification and Waiver. This Agreement may be amended only by an instrument in
writing executed by the parties hereto. The failure of any party to insist upon
strict performance of any of the provisions of this Agreement shall not be
construed as a waiver of any subsequent default of the same or similar nature,
or any other nature.
Construction. The captions used in this Agreement are provided for convenience
only and shall not affect the meaning or interpretation of any provision of this
Agreement.
Facsimile Signatures. Facsimile transmission of any signed original document,
and re-transmission of any signed facsimile transmission, shall be the same as
delivery of an original. At the request of either party, the parties shall
confirm facsimile transmitted signatures by signing an original document. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.
Severability. If any provision of this Agreement shall be invalid or
unenforceable in any respect for any reason, the validity and enforceability of
any such provision in any other respect, and of the remaining provisions of this
Agreement, shall not be in any way impaired.
Non-Circumvention. The Company hereby irrevocably agrees not to circumvent,
avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement.
The Company agrees not to accept any business opportunity from any third party
to whom PLACEMENT AGENT introduces to the Company without the consent of
PLACEMENT AGENT, unless for each business opportunity accepted by the Company
from a third party introduced by PLACEMENT AGENT, the Company remits a term
sheet and then a contract which defines a mutually agreeable compensation
structure for PLACEMENT AGENT.
Survivability. Neither the termination of this Agreement nor the completion of
any services to be provided by the Placement Agent hereunder, shall affect the
provisions of this Agreement that shall remain operative and in full force and
effect.
Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter of this
Agreement and supersedes all prior understandings and agreements, whether
written or oral, among the parties with respect to such subject matter.
If the foregoing correctly sets forth the understanding between the Placement
Agent and the Company, please so indicate in the space provided below for that
purpose. The undersigned parties hereto have caused this Agreement to be duly
executed by their authorized representatives, pursuant to corporate board
approval and intend to be legally bound.
C-Chip Technologies Corporation MIDTOWN PARTNERS & CO., LLC.
By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxxxxx Xxxxx Xxxxx Xxxxxx
President & Chief Executive Officer President
