Exhibit 99.4
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") made as of this 13th day
of July, 2003 by and between Boise Cascade Corporation, a Delaware corporation
(the "COMPANY"), and Xxxxxxx Xxxxx (the "SHAREHOLDER").
RECITALS
WHEREAS, concurrently with the execution of this Agreement, the Company,
OfficeMax, Inc., an Ohio corporation, and Challis Corporation, an Ohio
corporation, entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT");
WHEREAS, pursuant to the Merger Agreement, the Shareholder shall receive
shares of the Company's Common Stock, par value $2.50 per share ("COMMON
STOCK", as received by the Shareholder in accordance with Article II of the
Merger Agreement, "Shares"), upon the later of the Effective Time of Merger
(as defined in the Merger Agreement) or the surrender by the Shareholder to
the Exchange Agent (as defined in the Merger Agreement) of the Shareholder's
Old Certificates (as defined in the Merger Agreement);
WHEREAS, the Shareholder acknowledges that he may be deemed an
"affiliate" of OfficeMax, Inc. within the meaning of Rule 145 promulgated
under the Securities Act (as defined herein), although nothing contained
herein should be construed as an admission or acknowledgment by the
Shareholder for any purpose that he is any such "affiliate"; and
WHEREAS, the Company and the Shareholder desire to execute and deliver
this Agreement in order to provide the Shareholder with certain rights with
respect to the Shares.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
2
1. CERTAIN DEFINITIONS
As used herein, the following terms shall have the following respective
meanings:
"Closing Date" shall have the same meaning herein as in the Merger
Agreement.
"Commission" shall mean the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Federal statute, and the rules and regulations of
the Commission thereunder, all as shall from time to time be in effect.
The terms "register", "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder and the declaration or ordering of the effectiveness of such
registration statement.
"Registrable Securities" shall mean the Shares and any shares of Common
Stock or other securities issued in respect of the Shares upon any stock
split, stock dividend, merger, consolidation, recapitalization or similar
event. Such securities shall cease to be Registrable Securities when (i) a
registration statement registering such securities shall have become effective
under the Securities Act and such securities have been sold pursuant thereto,
(ii) such securities shall have been sold under Rule 144 or Rule 145 (or, in
either case, any successor provision) under the Securities Act or (iii) such
securities shall have ceased to be outstanding.
"Registration Expenses" shall mean all expenses incident to the Company's
performance of or compliance with this Agreement, including all registration
and filing fees and expenses (including Commission, stock exchange and
National Association of Securities Dealers, Inc. fees), fees and expenses of
compliance with state securities or "blue sky" laws, printing expenses,
messenger and delivery expenses, fees and expenses incurred in connection with
the listing, if any, of the securities to be registered on each securities
exchange or national market system on which the Common Stock is then listed,
fees and disbursements of counsel for the Company and of the independent
certified
3
public accountants of the Company (including the expenses of any
annual audit, special audit and "comfort" letters required by or incident to
such performance and compliance), reasonable fees and expenses of any special
experts retained by the Company in connection with such registration and fees
and expenses of other persons retained by the Company; provided, however, that
"Registration Expenses" shall not include (i) any transfer taxes relating to
the sale or disposition of the Registrable Securities or (ii) any Selling
Expenses (as defined below).
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor Federal statute, and the rules and regulations of the Commission
thereunder, all as shall from time to time be in effect.
"Selling Expenses" shall mean all selling commissions applicable to the
sale of Registrable Securities and fees and disbursements of counsel for the
Shareholder.
"Shelf Registration Statement" shall have the meaning set forth in
Section 2.1.
2. REGISTRATION
2.1 SHELF REGISTRATION
Within 30 days from the date of this Agreement, the Company shall use its
reasonable best efforts to file a registration statement on Form S-3 or any
successor thereto (or other form of registration statement if Form S-3 is not
available) for public sale of all of the Shares on a delayed or continuous
basis pursuant to Rule 415 (or any successor provision) of the Securities Act
registering the resale from time to time by the Shareholder of all the
Registrable Securities (the "Shelf Registration Statement") and shall use its
reasonable best efforts to have the Shelf Registration Statement declared
effective by the Commission as soon as practicable thereafter (but in no event
later than the Closing Date). No securities other than the Registrable
Securities shall be included in any Shelf Registration Statement with respect
thereto without the consent of the Shareholder. The Company shall use its
reasonable best efforts to keep the Shelf Registration Statement continuously
effective (including, if necessary, by filing with the Commission a
post-effective amendment or a supplement to the Shelf Registration Statement
or the related prospectus or any document incorporated therein by
4
reference or by filing any other required document or otherwise supplementing
or amending the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form under the
Securities Act used by the Company for such Shelf Registration Statement or by
the Securities Act, any state securities or "blue sky" laws or any other rules
and regulations thereunder) for a period ending with the earlier of one year
from the Closing Date or until all Registrable Securities covered by such
Shelf Registration Statement cease to be Registrable Securities.
2.2 EXPENSES OF REGISTRATION
The Company shall bear all Registration Expenses and the Shareholder
shall bear all Selling Expenses incurred in connection with any registration,
qualification or compliance pursuant to the provisions of this Section 2.
Except as provided in the preceding sentence, each party hereto shall bear its
own costs and expenses in connection with this Agreement and the transaction
contemplated hereby.
2.3 REGISTRATION PROCEDURES
In connection with the Shelf Registration Statement to be effected by the
Company pursuant to this Agreement, the Company shall:
(a) (i) prepare and file such Shelf Registration Statement (including any
preliminary prospectus contained therein), and each amendment thereto and each
amendment or supplement, if any, to the prospectus included therein with the
Commission (within the time period specified in Section 2.1), which Shelf
Registration Statement shall comply as to form in all material respects with
the requirements of the applicable form and include all financial statements
required by the Commission to be filed therewith, (ii) use its reasonable best
efforts to cause such Shelf Registration Statement to become effective and
remain effective in accordance with Section 2.1, (iii) use its reasonable best
efforts to prevent the happening of any event that would cause such Shelf
Registration Statement to contain a material misstatement or omission or to be
not effective and usable for resale of the Registrable Securities registered
pursuant thereto (during the period that such Shelf Registration Statement is
required to be effective and usable) and (iv) cause such Shelf Registration
Statement, the related prospectus and any
5
amendment or supplement thereto, as of the effective date of such Shelf
Registration Statement, amendment or supplement to (x) comply in all material
respects with any requirements of the Securities Act and the rules and
regulations of the Commission, (y) not contain any untrue statement of a
material fact or omit to state a 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 and (z) include such comments
pertaining to the Shareholder as the Shareholder reasonably may propose;
(b) prepare and file with the Commission such amendments and
post-effective amendments to such Shelf Registration Statement as may be
necessary to (i) keep such Shelf Registration Statement effective for the
period specified in Section 2.1, (ii) cause each prospectus forming part of
such Shelf Registration Statement to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule
424 under the Securities Act and (iii) comply with the provisions of the
Securities Act with respect to the disposition of securities covered by such
Shelf Registration Statement during the applicable period in accordance with
the intended method or methods of distribution by the Shareholder, as set
forth in such Shelf Registration Statement;
(c) furnish to the Shareholder, without charge, as many copies of each
prospectus forming part of such Shelf Registration Statement, including each
preliminary prospectus, any amendment or supplement thereto and such other
documents as the Shareholder may reasonably request in order to facilitate the
public sale or other disposition of such Registrable Securities; and the
Company hereby consents to the use of such prospectus, including each such
preliminary prospectus, by the Shareholder in connection with the offering and
sale of such Registrable Securities;
(d) (i) use its reasonable best efforts to register or qualify the
Registrable Securities covered by such Shelf Registration Statement, no later
than the time such Shelf Registration Statement is declared effective by the
Commission, under all applicable state securities or "blue sky" laws of such
jurisdictions as the Shareholder shall reasonably request, (ii) keep each such
registration or qualification effective during the period such Shelf
Registration Statement is required to be kept effective and (iii) do any and
all other acts and things which may be
6
reasonably necessary or advisable to enable the Shareholder to consummate the
disposition in each such jurisdiction of the Registrable Securities covered by
such Shelf Registration Statement; provided, however, that the Company shall
not be required for any such purpose to (x) qualify generally to do business
as a foreign company, entity or a broker-dealer in any jurisdiction wherein it
would not otherwise be required to qualify but for the requirements of this
Agreement, (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;
(e) provide a transfer agent and registrar for all Registrable Securities
covered thereby and a CUSIP number for all such Registrable Securities, in
each case not later than the effective date of such registration;
(f) upon request by the Shareholder, (i) make reasonably available for
inspection by the Shareholder and any attorney or accountant retained by the
Shareholder, on reasonable prior notice and during normal business hours,
financial and other records, pertinent corporate documents and properties of
the Company and (ii) use its reasonable best efforts to cause the Company's
officers and directors to supply all information reasonably requested by the
Shareholder or any such attorney or accountant in connection with such Shelf
Registration Statement; provided, however, that the Shareholder and any such
attorney or accountant shall agree to hold in the strictest confidence all
information so provided except as required by law;
(g) furnish to the Shareholder a copy of all material documents filed
with and all material correspondence from or to the Commission in connection
with such registration;
(h) use its reasonable best efforts to cause all Registrable Securities
covered by such Shelf Registration Statement to be listed on any securities
exchange or quoted on the Nasdaq National Market on which the Common Stock of
the Company is then listed or quoted;
(i) notify the Shareholder promptly and, if requested by the Shareholder,
confirm such advice in writing, (i) when such Shelf Registration Statement has
become effective and when any post-effective amendments and supplements
thereto become effective, (ii) of the issuance by the Commission or any state
securities authority of any stop order, injunction or other order or
requirement
7
suspending the effectiveness of such Shelf Registration Statement or the
initiation of any proceeding for that purpose and (iii) of the happening of
any event during the period such Shelf Registration Statement is required to
be effective as a result of which such Shelf Registration Statement or the
related prospectus contains any untrue statement of a material fact or omits
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; and
(j) use its reasonable best efforts to (i) at the earliest possible time,
obtain the withdrawal of any order suspending the effectiveness of such Shelf
Registration Statement and (ii) prepare, file and, to the extent applicable,
have declared effective a supplement or post-effective amendment to such Shelf
Registration Statement or the related prospectus, or any document incorporated
therein to the extent necessary to cause such Shelf Registration Statement,
prospectus or document incorporated therein to not contain an untrue statement
of a material fact or omit to state a 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.
3. INDEMNIFICATION
(a) The Company shall indemnify the Shareholder against all claims,
losses, damages and liabilities (or actions or proceedings in respect thereof)
arising out of or based on any untrue statement or alleged untrue statement of
a material fact contained in the Shelf Registration Statement, or the
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a 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, and shall reimburse
the Shareholder, for any legal and any other expenses as they are reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability, action or proceeding, provided that the Company shall not
be liable in any such case to the extent that any such claim, loss, damage,
liability (or action or proceeding in respect thereof) or expense arises out
of or
8
is based on written information furnished to the Company by the Shareholder
specifically for inclusion therein or any grossly negligent or fraudulent
action or inaction of the Shareholder.
(b) The Shareholder shall indemnify the Company and each of its directors
and officers against all claims, losses, damages and liabilities (or actions
or proceedings in respect thereof) arising out of or based on any untrue
statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement, or the prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a 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, and shall reimburse the Company and each of its directors and
officers for any legal or any other expenses reasonably incurred in connection
with the investigation or defense of any such claim, loss, damage, liability,
action or proceeding, in each case to the extent that such untrue statement or
alleged untrue statement or omission or alleged omission arises out of or is
based upon written information furnished to the Company by the Shareholder
specifically for inclusion therein or any grossly negligent or fraudulent
action or inaction of the Shareholder.
(c) Each party entitled to indemnification under this Section 3 (the
"Indemnified Party") shall give notice in writing to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought; provided, however, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under the preceding paragraphs of this Section 3, except to the
extent the Indemnifying Party is actually prejudiced thereby. In case any such
claim or action is brought against an Indemnified Party, unless, in the
reasonable judgment of such Indemnified Party's counsel, a conflict of
interest between such Indemnified Party and Indemnifying Party exists in
respect of such claim (in which case the Indemnified Party shall be entitled
to separate counsel to participate in the defense of such action, the fees and
expenses of whom shall be paid by the Indemnifying Party), the Indemnifying
Party shall be entitled to participate in and to assume the defense thereof,
to the extent that it may elect by written notice
9
delivered to the Indemnified Party promptly after receiving the aforesaid
notice from such Indemnified Party, with counsel reasonably satisfactory to
such Indemnified Party; and after notice from the Indemnifying Party to such
Indemnified Party of its election so to assume the defense thereof and
approval by the Indemnified Party of counsel (which approval shall not be
unreasonably withheld), the Indemnifying Party shall not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, and the Indemnifying Party
shall not be subject to any liability for any settlement made without its
consent (which consent shall not be unreasonably withheld). No Indemnifying
Party shall consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with the defense of such claim and
litigation resulting therefrom.
(d) If the indemnification provided for in this Section 3 is unavailable
to an Indemnified Party (other than as a result of the terms thereof) in
respect of any losses, claims, damages or liabilities referred to herein, then
the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and
the Shareholder on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the Company on
the one hand and the Shareholder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Shareholder and the
parties' relevant intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Shareholder
agree that it would not be just and equitable if contribution pursuant to this
Section 3(d) were based solely upon the number of entities from whom
10
contribution was requested or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
3(d). The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages and liabilities referred to above in this Section 3(d)
shall be deemed to include any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim, subject to the provisions of Section 3(d) hereof.
(e) The indemnification required by this Section 3 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or expense, loss, damage or
liability is incurred.
4. INFORMATION BY THE SHAREHOLDER
The Shareholder shall furnish to the Company such information regarding
the Shareholder and the distribution proposed by the Shareholder as the
Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification or compliance referred to
in this Agreement. The Shareholder shall give the Company written notice of an
intended sale, transfer or other disposition of any Registrable Securities
pursuant to a Shelf Registration Statement at least three days prior to such
sale, transfer or other disposition.
5. RULE 144 REPORTING
With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its
reasonable best efforts to (a) make available and keep public information as
those terms are understood and defined in Rule 144 under the Securities Act
and (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act.
6. ENTIRE AGREEMENT; AMENDMENT; WAIVER
This Agreement and the Merger Agreement constitute the entire agreement
between the parties hereto with respect to the subject matter hereof. No
amendment, alteration or modification of this Agreement shall be valid unless
in
11
each instance such amendment, alteration or modification is expressed in a
written instrument executed by the Company and the Shareholder. The failure of
any party to this Agreement to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights.
7. NOTICES
All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given when received if
delivered personally, on the next business day if sent by overnight courier
for next business day delivery (proof of delivery required), on receipt of
confirmation if sent by facsimile, or in five business days if sent by U.S.
registered or certified mail, postage prepaid (return receipt requested) to
the other party at the following addresses (or at such other address for a
party as shall be specified by like notice):
(a) if to the Company, to:
Boise Cascade Corporation
0000 Xxxx Xxxxxxxxx Xxxxxx
X.X. Xxx 00
Xxxxx, Xxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx X. Xxxxxxxx
Senior Vice President and
General Counsel
with a copy to:
Xxxx, Xxxx & Xxxxx LLC
00 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.
12
(b) if to the Shareholder, to:
Xxxxxxx Xxxxx
c/o OfficeMax, Inc.
0000 Xxxxxxxxxxxx Xxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Cravath, Swaine & Xxxxx LLP
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esq.
8. SUCCESSORS AND ASSIGNS
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any party hereto without the
prior written consent of the other party; provided that the Shareholder may
assign his rights hereunder to any of member of his family, any trust or other
entity for the benefit of any member of his family, or as part of a bona fide
gift, in each case in connection with the transfer or assignment of
Registrable Securities to such assignee; provided further that (a) the Company
is given written notice at the time of such assignment, stating the name and
address of said assignee and identifying the Registrable Securities with
respect to which such rights are being assigned and (b) the assignee of such
rights has executed an agreement, satisfactory in all respects to the Company,
assuming the obligations under this Agreement as if originally a Shareholder
hereunder.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Ohio applicable to agreements made and to be
performed entirely
13
within such State, without regard to the conflicts of law principles of such
State.
10. TITLES AND SUBTITLES
The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement. When a reference is made in this Agreement to a Section, such
reference shall be to a Section of this Agreement unless otherwise indicated.
11. SEVERABILITY
Whenever possible, each provision or portion of any provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision or portion of any provision had never been contained
herein, so long as the economic and legal substance of the transactions
contemplated hereby is not affected in a manner materially adverse to any
party hereto.
12. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other party.
13. TERMINATION
This Agreement shall automatically terminate upon the termination of the
Merger Agreement.
14. JURISDICTION; CONSENT TO SERVICE OF PROCESS
(a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any
Ohio State court or
00
Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America sitting in Ohio, and any
appellate court from any such court, in any action or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby, or
for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of
any such action or proceeding shall be heard and determined in such Ohio State
or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.
(b) Each of the parties hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in any Ohio State or Federal court. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.
(c) Each of the parties hereto irrevocably consents to service of process
in the manner provided for notices in Section 7. Nothing in this Agreement
shall affect the right of any party to this Agreement to serve process in any
other manner permitted by law.
15. SPECIFIC PERFORMANCE
The parties hereby declare that it is impossible to measure in money the
damages which shall accrue to a party hereto by reason of a failure to perform
any of the obligations under this Agreement. Therefore, each party hereto
shall be entitled to specific performance of the obligations of the other
party under this Agreement.
16. WAIVER OF JURY TRIAL
Each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any Ohio state court or any Federal court located in the State
of Ohio in the event any dispute arises out of this Agreement or any
transaction contemplated by this agreement, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any
00
xxxx xxxxx, (xxx) agrees that it will not bring any action relating to this
Agreement or any transaction contemplated by this Agreement in any court other
than an Ohio state court or any Federal court sitting in the State of Ohio and
(iv) waives any right to trial by jury with respect to any claim or proceeding
related to or arising out of this Agreement or any transaction contemplated
hereby.
16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Boise Cascade Corporation,
by /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
/s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx
