ESCROW SERVICES AGREEMENT
Exhibit 8
This
Escrow Services Agreement (this “Agreement”) is made
and entered into as of July 30, 2019, by and between UMB Bank,
N.A., in its capacity as escrow agent (“UMB”, or
“Escrow Agent”), Red Oak Capital Fund III, LLC
(“Issuer”), and Crescent Securities Group Inc.
(“Broker”).
RECITALS
WHEREAS, Issuer proposes to offer for sale to investors
as disclosed in its offering materials (the
“Offering”), securities pursuant to Regulation A
promulgated by the U.S. Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended
(the “Act”) and applicable state exemptions from
registration, either directly (“issuer-direct”) and/or
through one or more registered broker-dealers as a selling group
(“Syndicate”), the equity and/or debt securities of
Issuer (the “Securities”) in the amount of at
least Two
Million dollars (the
“Minimum Amount of the Offering”) and up to the maximum
amount of Fifty Million
dollars (the “Maximum Amount of
the Offering”).
WHEREAS, Issuer has engaged Crescent Securities Group
Inc., a registered broker-dealer (“Dealer”) with the
Securities Exchange Commission and member of the Financial Industry
Regulatory Authority, to serve as placement agent for the
Offering.
WHEREAS, Issuer and Broker desire to establish an Escrow
Account in which funds received from prospective investors
(“Subscribers”) will be held during the Escrow Period
of the Offering, subject to the terms and conditions of this
Agreement. UMB agrees to serve as Escrow Agent with respect to such
Escrow Account in accordance with the terms and conditions set
forth herein to be held in a segregated trust account as defined
below.
AGREEMENT
NOW THEREFORE, in consideration
of the foregoing, it is hereby agreed as
follows:
1.
Establishment of Escrow
Account. Prior to the date
the offering commences (the “Commencement Date”), at
the request of the Issuer, the Escrow Agent shall establish a trust
account, for the benefit of investors in the offering (the
“Escrow Account”). The Escrow Account shall be a
segregated, trust account. The Issuer and Broker represent the
Escrow Account and escrowed funds are compliant with SEC Rules
10b-9 and 15c2-4, promulgated under the Securities Exchange Act of
1934, as amended (the (“Rules”); for the avoidance of
doubt the Escrow Agent shall have no obligation to determine
compliance with the Rules.
2.
Escrow
Period. The period
beginning on the Commencement Date and terminating in whole or in
part upon the earlier to occur of the following shall be referred
to herein as the “Escrow Period”:
a.
The
date upon which subscription amounts for the Minimum Amount of the
Offering required to be sold have been deposited and cleared in the
Escrow Account; or
b.
The end of the day on
December 31, 2020, as may be extended for up to two consecutive six-month periods
pursuant to
written notice from Issuer (the “Minimum Termination
Date”); or
c.
The date upon which
a determination is made by Issuer and/or its authorized
representatives to terminate the Offering prior to
closing.
During
the Escrow Period, the parties agree that (i) Escrow Account and
escrowed funds will be held for the benefit of the Subscribers, and
that (ii) the Issuer is not entitled to any funds received into
escrow, and that no amounts deposited into the Escrow Account shall
become the property of Issuer or any other entity, or be subject to
any debts, liens or encumbrances of any kind of Issuer or any other
entity, until the Issuer has triggered closing of such funds. Even
after the sale of securities to investors, the Issuer may elect to
continue to leave funds in the Escrow Account in order to protect
investors as needed.
In
addition, the Issuer acknowledges that the total funds raised
cannot exceed the Maximum Amount of the Offering permitted by the
offering materials. Issuer represents that no funds have yet been
raised for the Issuer.
3.
Deposits into the Escrow
Account. During the
Escrow Period, all Subscribers will be instructed by Issuer and
Broker as well as their respective agents to transfer funds by ACH,
wire or check to the Escrow Agent for deposit into the Escrow
Account. Escrow Agent shall process all Escrow Amounts for
collection through the banking system and shall maintain an
accounting of each deposit posted to its ledger. All monies so
deposited in the Escrow Account and which have cleared the banking
system are hereinafter referred to as the "Escrow Amount." All
amounts in the Escrow Account shall be held un-invested. Upon
request, Issuer or its agents shall provide Escrow Agent with a
copy of the Subscriber’s signed subscription agreement and
other information regarding the identity of the Subscriber(s) as
may be reasonably requested by Escrow Agent in the performance of
its duties under this Agreement. As required by government
regulations pertaining to the US Treasury, Homeland Security, the
Internal Revenue Service and the SEC, federal law requires
financial institutions to obtain, reasonably verify and record
information that identifies each person (natural person or legal
entity, including its authorized persons) who funds and executes
securities transactions. Information requested of the Issuer and
Subscribers will be typical information requested in the gathering
and verification guidelines and best practices promulgated by
anti-money laundering (“AML”) rules and regulations and
those regulatory agencies that enforce them. Escrow Agent is under
no duty or responsibility to enforce collection of any wire, check,
or ACH delivered to it hereunder. Issuer shall assist Escrow Agent
with clearing any and all AML and ACH
exceptions.
Funds
Hold — clearing, settlement and risk management policy: All
parties agree that funds are considered “cleared” as
follows:
* Wires — 24 hours after receipt of funds
* Checks — 10 days after deposit, and 5 days after deposit
for checks from custodian
* ACH — As transaction must clear in a manner similar to
checks, and as Federal regulations provide investors with 60 days
to recall funds, for risk reduction and protection the Escrow Agent
will agree to release, starting 10 calendar days after receipt and
so long as the offering is closed, the greater of 94% of funds or
gross funds less ACH deposits still at risk of recall. Of course,
regardless of this operating policy, Issuer remains liable to
immediately and without protestation or delay return to UMB any
funds recalled pursuant to Federal regulations
Escrow
Agent, Issuer and Dealer reserves the right to deny, suspend or
terminate participation in the Escrow Account of any Subscriber to
the extent Escrow Agent, Issuer or Dealer deems it advisable or
necessary to comply with applicable laws or to eliminate practices
that are not consistent with securities industry laws, rules,
regulations or best practices. Dealer may direct the Escrow Agent
at any time to reject or return funds to any Subscriber (i) that do
not clear background checks (anti-money laundering, USA PATRIOT
Act, social security number issues, etc.) to the satisfaction of
Dealer, in its sole and absolute discretion, or, (ii) for which
Dealer determines, in its sole discretion, that it would be
improper or unlawful for Escrow Agent to accept or hold the
applicable Subscriber’s funds, as Escrow Agent, due to, among
other possible issues, issues with the Subscriber or the source of
the Subscriber’s funds. Dealer shall promptly inform Escrow
Agent Issuer of any such return or rejection and the Issuer shall
direct the Escrow Agent to return funds received from any rejected
Subscriber. Dealer shall be responsible for all such background
checks, AML, OFAC and other regulatory checks. The Escrow Agent
shall have no obligation to run background checks nor determine a
subscriber’s funds compliance with the
foregoing.
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Notwithstanding
anything in this Agreement to the contrary, the Issuer shall have
the right to reject any subscription for Securities, in whole or in
part, at any time and for any reason, in its sole and absolute
discretion, and direct the Escrow Agent to return any such funds
deposited in the Escrow Account promptly to the Subscriber. For the
avoidance of doubt, any subscription funds so rejected will not be
considered “deposited and cleared” or “cleared
funds” as that term is used in Section 2(a) and Section 4
hereof, respectively.
4.
Disbursements from the Escrow
Account. In the event
Escrow Agent receives written instructions from the Issuer and
Broker from Escrow of the termination of the Escrow Period, Escrow
Agent shall terminate Escrow and make a full and prompt return of
funds so that refunds are made to each Subscriber in the exact
amount received from said Subscriber, without deduction, penalty,
or expense to Subscriber. Once Escrow Agent receives a written
instruction from Issuer and Broker that the Minimum Amount of the
Offering has been deposited into the Escrow Account (“Break
Escrow Certificate”) , Escrow Agent shall, pursuant to the
Break Escrow Certificate, disburse funds from the Escrow Account as
directed in such Break Escrow Certificate. Issuer hereby
irrevocably authorizes UMB to deduct any fees owed to it prior to
disbursing such funds in accordance with the Break Escrow
Certificate. After the receipt of the Break Escrow Certificate and
the disbursement from the Escrow Account in accordance with such
Break Escrow Certificate, any additional amounts deposited in to
the Escrow Account may be disbursed from time to time at joint
written instruction of the Issuer and Broker.
5.
Collection Procedure. Escrow Agent
is hereby authorized, upon receipt of Subscriber funds not
transmitted directly into the Escrow Account, to promptly deposit
them in the Escrow Account. Any Subscriber funds which fail to
clear or are subsequently reversed, including but not limited to
ACH charge-backs and wire recalls, shall be debited to the Escrow
Account, with such debits reflected on the escrow ledger. Any and
all fees paid by Issuer for funds receipt and processing are
non-refundable, regardless of whether ultimately cleared, failed,
rescinded, returned or recalled. In the event of any Subscriber
refunds, returns or recalls after funds have already been remitted
to Issuer, then Issuer hereby irrevocably agrees to immediately and
without delay or dispute send equivalent funds to Escrow Agent to
cover the refund, return or recall. If Issuer and/or Broker has any
dispute or disagreement with its Subscriber then that is separate
and apart from this Agreement and Issuer will address such
situation directly with said Subscriber, including taking whatever
actions necessary to return such funds to Subscriber, but Issuer
shall not involve Escrow Agent in any such disputes.
6.
Escrow Administration Fees,
Compensation of Escrow Agent.
Escrow Agent will charge Escrow Administration Fees to Issuer as
listed on Schedule A and attached hereto for its ordinary
services; provided, however, that if the conditions for the
disbursement of funds under this Agreement are not fulfilled, or
the Escrow Agent renders any material service not contemplated in
this Agreement, or there is any assignment of interest in the
subject matter of this Agreement, or any material modification
hereof, or if any material controversy arises hereunder, or the
Escrow Agent is made a party to any litigation pertaining to this
Agreement, or the subject matter hereof, then the Escrow Agent
shall be reasonably compensated for such extraordinary services and
reimbursed for its out-of-pocket costs and expenses, including
reasonable attorney’s fees, occasioned by any delay,
controversy, litigation or event, and the same shall be recoverable
from the Issuer. The Issuer’s obligations under this Section
6 shall survive the resignation or removal of the Escrow Agent and
the assignment or termination of this Agreement. No fees, charges or expense reimbursements of
Escrow Agent received by the Escrow Agent are reimbursable
to the Issuer, and are not subject to
pro-rata analysis. All fees and charges, if not paid by Issuer, may
be deducted from the Escrow Account from amounts the Issuer and
Broker direct Escrow Agent to disburse in accordance with Section
4. It is acknowledged and agreed that no fees, reimbursement for
costs and expenses, indemnification for any damages incurred by the
Issuer or the Escrow Agent shall be paid out of or chargeable to
the funds on deposit in the Escrow Account prior to the receipt of
the Break Escrow Certificate.
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7.
Representations and
Warranties. Each the Issuer and
Broker covenant and make the following representations and
warranties to Escrow Agent:
a.
It
is duly organized, validly existing, and in good standing under the
laws of the state of its incorporation or organization and has full
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.
b.
This
Agreement has been duly approved by all necessary actions,
including any necessary shareholder or membership approval, has
been executed by its duly authorized officers, and constitutes its
valid and binding agreement enforceable in accordance with its
terms.
c.
The
execution, delivery, and performance of this Agreement is in
accordance with the agreements related to the Offering and will not
violate, conflict with, or cause a default under its articles of
incorporation, bylaws, management agreement or other organizational
document, as applicable, any applicable law, rule or regulation,
any court order or administrative ruling or decree to which it is a
party or any of its property is subject, or any agreement,
contract, indenture, or other binding arrangement, including the
agreements related to the Offering, to which it is a party or any
of its property is subject.
d.
The
Offering shall contain a statement that Escrow Agent has not
investigated the desirability or advisability of investment in the
Securities nor approved, endorsed or passed upon the merits of
purchasing the Securities; and the name of Escrow Agent has not and
shall not be used in any manner in connection with the Offering of
the Securities other than to state that Escrow Agent has agreed to
serve as escrow agent for the limited purposes set forth in this
Agreement.
e.
No
party other than the parties hereto has, or shall have, any lien,
claim or security interest in the Escrow Funds or any part thereof.
No financing statement under the Uniform Commercial Code is on file
in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Escrow Funds or any part
thereof.
f.
It
possesses such valid and current licenses, certificates,
authorizations or permits issued by the appropriate state, federal
or foreign regulatory agencies or bodies necessary to conduct its
respective businesses, and it has not received any notice of
proceedings relating to the revocation or modification of, or
non-compliance with, any such license, certificate, authorization
or permit.
g.
Its
business activities are in no way related to Cannabis, gambling,
pornography, or firearms.
h.
The
Offering complies in all material respects with the Act and all
applicable laws, rules and regulations.
Each
Issuer and Broker agree that all of the covenants, representations
and warranties contained herein are true and complete as of the
date hereof and will be true and complete at the time of any
disbursement of Escrow Funds.
8.
Term and
Termination. This
Agreement will remain in full force during the Escrow Period. Even
after this Agreement is terminated, certain provisions will remain
in effect, including, but not limited to, items 3, 4, 5, 8, 9, 10,
11 and 12 of this Agreement.
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9.
Binding Arbitration, Applicable
Law and Venue, Attorneys Fees:
This Agreement is governed by, and will be interpreted and enforced
in accordance with the regulations of the SEC and trust and banking
laws of the State of Delaware, without regard to principles of
conflict of laws. Any claim or dispute arising under this Agreement
may only be brought in arbitration, pursuant to the rules of the
American Arbitration Association, with venue in Kent County,
Michigan. Each of the parties hereby consents to this method of
dispute resolution, as well as jurisdiction, and waives any right
it may have to object to either the method, venue or jurisdiction
for such claim or dispute. Any award an arbitrator makes will be
final and binding on all parties and judgment on it may be entered
in any court having jurisdiction. Furthermore, the prevailing party
shall be entitled to recover damages plus reasonable
attorney’s fees.
10.
Liability. The Escrow Agent shall not be liable for any
action taken or omitted hereunder, or for the misconduct of any
employee, agent or attorney appointed by it, except in the case of
willful misconduct or gross negligence. The Escrow Agent shall have
no responsibility at any time to ascertain whether or not any
security interest exists in the Escrow Amounts, the Fund or any
part thereof or to file any financing statement under the Uniform
Commercial Code with respect to the Fund or any part
thereof. The Escrow Agent may consult counsel of its own
choice with respect to any question arising under this Agreement
and the Escrow Agent shall not be liable for any action taken or
omitted without gross negligence or willful misconduct upon advice
of such counsel. The Escrow Agent is acting solely as escrow agent
hereunder and owes no duties, covenants or obligations, fiduciary
or otherwise, to any other person by reason of this Agreement,
except as otherwise stated herein, and no implied duties, covenants
or obligations, fiduciary or otherwise, shall be read into this
Agreement against the Escrow Agent. If any disagreement between any
of the parties to this Agreement, or between any of them and any
other person, including any Investor, resulting in adverse claims
or demands being made in connection with the matters covered by
this Agreement, or if the Escrow Agent is in doubt as to what
action it should take hereunder, the Escrow Agent may, at its
option, refuse to comply with any claims or demands on it, or
refuse to take any other action hereunder, so long as such
disagreement continues or such doubt exists, and in any such event,
the Escrow Agent shall not be or become liable in any way or to any
person for its failure or refusal to act, and the Escrow Agent
shall be entitled to continue so to refrain from acting until (i)
the rights of all interested parties shall have been fully and
finally adjudicated by a court of competent jurisdiction, or (ii)
all differences shall have been adjudged and all doubt resolved by
agreement among all of the interested persons, and the Escrow Agent
shall have been notified thereof in writing signed by all such
persons. Notwithstanding the foregoing, the Escrow Agent may in its
discretion obey the order, judgment, decree or levy of any court,
whether with or without jurisdiction and the Escrow Agent is hereby
authorized in its sole discretion to comply with and obey any such
orders, judgments, decrees or levies. If any controversy should arise
with respect to this Agreement, the Escrow Agent shall have the
right, at its option, to institute an interpleader action in any
court of competent jurisdiction to determine the rights of the
parties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR
INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR
DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST
PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF
ACTION. The parties agree that the Escrow Agent has no role in the
preparation of the Offering documents (including the subscription
agreement and exhibits thereto) and makes no representations or
warranties with respect to the information contained therein or
omitted therefrom. The Escrow Agent shall have no obligation, duty
or liability with respect to compliance with any federal or state
securities, disclosure or tax laws concerning the Offering
documents (including the subscription agreement and exhibits
thereto) or the issuance, offering or sale of the Interests. The
Escrow Agent shall have no duty or obligation to monitor the
application and use of the Subscribers’ funds once
transferred to or at the direction of the Issuer, that being the
sole obligation and responsibility of the Issuer.
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11.
Indemnity. Issuer agrees to defend, indemnify and hold Escrow
Agent and its related entities, directors, employees, service
providers, advertisers, affiliates, officers, agents, and partners
and third-party service providers (collectively “Escrow Agent
Indemnified Parties”) harmless from and against any loss,
liability, claim, or demand, including attorney’s fees
(collectively “Expenses”), made by any third party due
to or arising out of (i) this Agreement or a breach of any
provision in this Agreement, or (ii) any change in regulation or
law, state or federal, and the enforcement or prosecution of such
as such authorities may apply to or against Issuer. This indemnity
shall include, but is not limited to, all Expenses incurred in
conjunction with any interpleader that Escrow Agent may enter into
regarding this Agreement and/or third-party subpoena or discovery
process that may be directed to Escrow Agent Indemnified Parties.
It shall also include any action(s) by a governmental or trade
association authority seeking to impose criminal or civil sanctions
on any Escrow Agent Indemnified Parties based on a connection or
alleged connection between this Agreement and Issuers business
and/or associated persons. These defense, indemnification and hold
harmless obligations will survive termination of this Agreement.
Escrow Agent reserves the right to control the defense of any such
claim or action and all negotiations for settlement or compromise,
and to select or approve defense counsel, and Issuer agrees to
fully cooperate with Escrow Agent in the defense of any such claim,
action, settlement, or compromise negotiations.
12.
Entire Agreement, Severability
and Force Majeure. This
Agreement contains the entire agreement between the parties hereto
regarding the Escrow Account. If any provision of this Agreement is
held invalid, the remainder of this Agreement shall continue in
full force and effect. Furthermore, no party shall be responsible
for any failure to perform due to acts beyond its reasonable
control, including acts of God, terrorism, shortage of supply,
labor difficulties (including strikes), war, civil unrest, fire,
floods, electrical outages, equipment or transmission failures,
internet interruptions, vendor failures (including information
technology providers), or other similar causes.
13.
Changes. Escrow Agent may, at its sole discretion,
comply with any new, changed, or reinterpreted regulatory or legal
rules, laws or regulations, and any interpretations thereof, and
without necessity of notice, to modify either this Agreement and/or
the Escrow Account to comply or conform to such changes or
interpretations. Furthermore, all parties agree that this Agreement
shall continue in full force and be valid, unchanged and binding
upon any successors of UMB, Issuer and Broker. Changes to this
Agreement will be sent to you via email.
14.
Notices.
a.
Any
communication in connection with this agreement must be in writing
and, unless otherwise stated, may be given:
i.
in
person, by post or fax; or
ii.
by
e-mail or other electronic communication.
b.
Such
communications shall be addressed as follows:
To
Escrow Agent:
xxxx.xxxxxxx@xxx.xxx
To
Issuer:
xxxxx@xxxxxxxxxxxxxxxxxx.xxx
With a copy
to:
xxxxxx@xx-xxxxx.xxx
To
Broker:
xxxxxx@xxxxxxxxxxxxxxxxxx.xxx
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c.
Any
party may change their notice or email address and/or facsimile
number by giving written notice thereof in accordance with this
Paragraph. All notices hereunder shall be deemed given: (1) if
served in person, when served; (2) if sent by facsimile or email,
on the date of transmission if before 6:00 p.m. Eastern time,
provided that a hard copy of such notice is also sent by either a
nationally recognized overnight courier or by U.S. Mail, first
class; (3) if by overnight courier, by a nationally recognized
courier which has a system of providing evidence of delivery, on
the first business day after delivery to the courier; or (4) if by
U.S. Mail, on the third day after deposit in the mail, postage
prepaid, certified mail, return receipt requested.
15.
Limited Capacity of Escrow
Agent. This Agreement expressly
and exclusively sets forth the duties of Escrow Agent with respect
to any and all matters pertinent hereto, and no implied duties or
obligations shall be read into this Agreement against Escrow Agent.
Escrow Agent acts hereunder as an escrow agent only and is not
associated, affiliated, or involved in the business decisions or
business activities of Issuer, Broker, or Subscriber. Escrow Agent
is not responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness, or validity of the subject
matter of this Agreement or any part thereof, or for the form of
execution thereof, or for the identity or authority of any person
executing or depositing such subject matter. Escrow Agent shall be
under no duty to investigate or inquire as to the validity or
accuracy of any document, agreement, instruction, or request
furnished to it hereunder, including, without limitation, the
authority or the identity of any signer thereof, believed by it to
be genuine, and Escrow Agent may rely and act upon, and shall not
be liable for acting or not acting upon, any such document,
agreement, instruction, or request. Escrow Agent shall in no way be
responsible for notifying, nor shall it be responsible to notify,
any party thereto or any other party interested in this Agreement
of any payment required or maturity occurring under this Agreement
or under the terms of any instrument deposited herewith. Escrow
Agent’s entire liability and the exclusive remedy against the
Escrow Agent in any cause of action based on contract, tort, or
otherwise in connection with any services furnished pursuant to
this Agreement shall be limited to the total fees paid to Escrow
Agent by Issuer. The sole duty of the Escrow Agent shall be
to receive Subscribers’ funds and hold them subject to
release, in accordance herewith, and the Escrow Agent shall be
under no duty to determine whether the Issuer is complying with
requirements of this Agreement, the Offering or applicable
securities or other laws in tendering the Subscribers’ funds
to the Escrow Agent. No other agreement entered into between the
parties, or any of them, shall be considered as adopted or binding,
in whole or in part, upon the Escrow Agent notwithstanding that any
such other agreement may be referred to herein or deposited with
the Escrow Agent or the Escrow Agent may have knowledge thereof,
including specifically but without limitation any Offering
Documents (including the Subscription Agreement and exhibits
thereto), and the Escrow Agent’s rights and responsibilities
shall be governed solely by this Agreement.
16.
Counterparts; Facsimile; Email;
Signatures; Electronic Signatures. This Agreement may be executed in counterparts,
each of which will be deemed an original and all of which, taken
together, will constitute one and the same instrument, binding on
each signatory thereto. This Agreement may be executed by
signatures, electronically or otherwise, and delivered by email in
..pdf format, which shall be binding upon each signing party to the
same extent as an original executed version
hereof.
17.
Regulatory
Compliance: The
Company and Dealer Manager shall provide to Escrow Agent upon the
execution of this Agreement a Form W-9 and any documentation
requested and any information reasonably requested by the Escrow
Agent in order to comply with the USA Patriot Act of 2001, as
amended from time to time, and the Bank Secrecy Act, as amended
from time to time.
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18.
PRIVACY ACT STATEMENT:
Section 6109 of the Internal Revenue
Code requires you (Issuer) to provide us with your correct Taxpayer
Identification Number (TIN).
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Name of
Business:
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Tax
Identification Number:
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00-0000000
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Consent is Hereby Given: By
signing this Agreement, Issuer and Broker explicitly agree to
receive documents electronically including its copy of this signed
Agreement as well as ongoing disclosures, communications, and
notices.
Agreed by the undersigned as of the date set forth above by and
between:
Issuer:
/s/ Xxxxx
Xxxxxxxx
By: Xxxxx
Xxxxxxxx
Title: CFO
Escrow Agent: UMB Bank, N.A.
/s/ Xxxx X.
Xxxxxxx
By: Xxxx X. Xxxxxxx
Title: Vice President
Broker: Crescent Securities Group, Inc.
/s/ Xxxx Xxxxx
By: Xxxx Xxxxx
Title: President
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