INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT, dated as of July 15, 2009 by
and among Hatteras 1099 Advantage Institutional Fund (the “Master Fund”),
Hatteras Capital Investment Management, LLC, a Delaware limited liability
company (the “Adviser”), and Ramius Fund of Funds Group LLC, a Delaware limited
liability company (the “Sub-Adviser”).
WHEREAS, the Adviser is registered as
an investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”);
WHEREAS, the Adviser has entered into
an investment management agreement (the “Investment Management Agreement”) dated
July 15, 2009 with the Master Fund, an investment company registered under the
Investment Company Act of 1940, as amended (the “Investment Company
Act”);
WHEREAS, the Sub-Adviser is registered
as an investment adviser under the Advisers Act;
WHEREAS, the Board of Trustees of the
Master Fund (the “Board”) and the Adviser desire to retain the Sub-Adviser to
render investment advisory and other services to the Master Fund, in the manner
and on the terms hereinafter set forth;
WHEREAS, the Adviser has the authority
under the Investment Management Agreement with the Master Fund to retain
sub-advisers; and
WHEREAS, the Sub-Adviser is willing to
furnish such services to the Adviser and the Master Fund;
NOW, THEREFORE, in consideration of the promises and
mutual covenants contained herein, and intending to be legally bound hereby,
the Master Fund, the Adviser and the Sub-Adviser agree as
follows:
1.
APPOINTMENT OF THE SUB-ADVISER
The Adviser hereby appoints the
Sub-Adviser to act as an investment adviser for the Master Fund, subject to the
supervision and oversight of the Adviser and the Board, and in accordance with
the terms and conditions of this Agreement. The Sub-Adviser will be
an independent contractor and will have no authority to act for or represent the
Master Fund or the Adviser in any way or otherwise be deemed an agent of the
Master Fund or the Adviser except as expressly authorized in this Agreement or
another writing by the Master Fund, the Adviser and the
Sub-Adviser.
2.
ACCEPTANCE OF
APPOINTMENT
The Sub-Adviser accepts that
appointment and agrees to render the services herein set forth, for the
compensation herein provided.
The assets of the Master Fund will be
maintained in the custody of a custodian (who shall be identified by the Adviser
in writing). The Sub-Adviser will not have custody of any securities,
cash or other assets of the Master Fund and will not be liable for any loss
resulting from any act or omission of the custodian.
3.
SERVICES TO BE RENDERED BY THE SUB-ADVISER
TO THE MASTER FUND
A. As
an investment adviser to the Master Fund, the Sub-Adviser will be involved with
all aspects of the Master Fund’s investment program including, without
limitation, asset allocation, manager research and due diligence, portfolio
construction and risk management and monitoring. All powers and
authority of the Sub-Adviser under this Agreement shall be effected and
exercised exclusively through the Master Fund. The Sub-Adviser shall
act on behalf of the Master Fund only pursuant to the supervision of the Adviser
and the authority granted under this Agreement. The Sub-Adviser shall
not permit or cause the Master Fund to enter into or otherwise engage in any
borrowing, leverage or other credit arrangements without the express
authorization of the Adviser. Further, the Sub-Adviser shall not
engage in any principal transactions or agency cross transactions with, or with
respect to any of the assets of, the Master Fund.
B. As
part of the services it will provide hereunder, the Sub-Adviser
will:
(i) obtain
and evaluate, to the extent deemed necessary and advisable by the Sub-Adviser in
its discretion, pertinent economic, statistical, financial, and other
information affecting the economy generally and individual underlying funds,
companies or industries;
(ii) formulate
and implement a continuous investment program for the Master Fund as outlined in
a Prospectus (as defined below);
(iii) take
such steps as are necessary in the Sub-Adviser’s judgment to implement the
investment program of the Master Fund including, without limitation, securing
capacity with underlying funds;
(iv) perform
due diligence on underlying funds and managers and provide formal written
recommendations to the Adviser for each investment;
(v) keep
the Board and the Adviser fully informed in writing on an ongoing basis as
agreed by the Adviser and the Sub-Adviser as to: (1) the investment and
reinvestment of the assets in the Master Fund and (2) the Sub-Adviser and its
key investment personnel and operations; and the Sub-Adviser should make regular
and periodic special written reports of such additional information concerning
the same as may reasonably be requested from time to time by the Adviser or the
Board; and the Sub-Adviser should attend meetings with the Adviser and/or the
Board, as reasonably requested, to discuss the foregoing;
(vi) in
accordance with procedures and methods established by the Board and furnished to
the Sub-Adviser, which may be amended from time to time, provide assistance in
determining the fair value of all securities and other investments/assets in the
Master Fund;
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(vii) provide,
as may reasonably be requested by the Master Fund, composite performance
information, records and supporting documentation about accounts the Sub-Adviser
manages, if appropriate, which are relevant to the Master Fund and that have
investment objectives, policies, and strategies substantially similar to those
employed by the Sub-Adviser in managing the Master Fund that may be reasonably
necessary, under applicable laws, to allow the Master Fund or its agent to
present information concerning the Sub-Adviser’s prior performance in any
Prospectus, SAI or Offering Memorandum (as hereinafter defined) and any
permissible reports and materials prepared by the Master Fund and any feeder
fund that invests in the Master Fund with the Sub-Adviser having received notice
of such feeder fund before its initial investment in the Master Fund, (each a
“Feeder Fund”) or their respective agents; and
(viii) cooperate
with and provide reasonable assistance to the Adviser, the Master Fund’s
administrator, the Master Fund’s custodian, the Master Fund’s transfer agent and
pricing agents and all other agents and representatives of the Master Fund and
the Adviser; keep all such persons fully informed as to such matters as they may
reasonably deem necessary to the performance of their obligations to the Master
Fund; provide prompt responses to reasonable requests made by such persons; and
maintain necessary and appropriate interfaces with each such person so as to
promote the efficient exchange of information.
C. In
furnishing services hereunder, the Sub-Adviser shall be subject to, and shall
perform in accordance with, the following: (i) the Master Fund’s
operating agreement and/or other governing instruments, as the same may be
amended from time to time (“Governing Documents”); (ii) the registration
statement of the Master Fund as filed with the Securities and Exchange
Commission (“SEC”), as the same may be amended from time to time (the
“Registration Statement”); (iii) the Investment Company Act and the Advisers Act
and the rules under each, and all other federal and state laws or regulations
applicable to the Master Fund; (iv) the Master Fund’s Compliance Manual and
other policies and procedures adopted from time to time by the Board; and (v)
the written instructions of the Adviser not inconsistent with any of the
foregoing. Prior to the commencement of the Sub-Adviser’s services
hereunder, the Adviser shall provide the Sub-Adviser with current copies of all
Governing Documents, the Registration Statement, the Master Fund’s Compliance
Manual and other relevant policies and procedures that are adopted by the
Board. The Adviser undertakes to provide the Sub-Adviser with copies
or other written notice of each amendment, modification and supplement to any of
the above-mentioned documents. The Sub-Adviser shall have no
responsibility under this Agreement to conform its services to any new or
modified requirements imposed by any such any such amendment, modification or
supplement, and shall have no liability for its failure to do so, unless it has
been furnished with a copy thereof or a written notice detailing such new or
modified requirements a reasonable period of time before such amendment,
modification or supplement is to take effect.
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D. The
Sub-Adviser agrees to render the services and to provide at its own expense, the
office space, furnishings and equipment and the personnel (except as
set forth in the Master Fund’s and
Hatteras 1099 Advantage Fund’s
prospectuses) required by it to perform the services on the terms and for
the compensation provided herein.
E. On
occasions when the Sub-Adviser deems the purchase of a security to be in the
best interest of the Master Fund as well as other clients of the Sub-Adviser,
allocation of the securities so purchased, as well as the expenses incurred in
the transaction, will be made by the Sub-Adviser in a manner which the
Sub-Adviser considers to be equitable and consistent with its obligations to the
Master Fund and to its other clients over time and in accordance with its
trading policies and procedures. The Adviser and the Master Fund
agree that the Sub-Adviser and its affiliates may give advice and take action in
the performance of their duties with respect to any of their other clients that
may differ from advice given, or the timing or nature of actions taken, with
respect to the Master Fund. The Adviser and the Master Fund also
acknowledge that the Sub-Adviser and its affiliates provide investment advisory
services to other entities, some of which have the same or similar investment
objectives (and will hold the same or similar investments) as the Master Fund,
and that the Sub-Adviser will carry out its duties hereunder together with its
duties under such relationships. Nothing in this Agreement shall be
deemed to confer upon the Sub-Adviser any obligation to purchase or to recommend
for purchase for the Master Fund any investment that the Sub-Adviser, its
affiliates, officers or employees may purchase or sell for its or their own
account or for the account of any client, if in the sole and absolute discretion
of the Sub-Adviser, it is for any reason impractical or undesirable to take such
action or make such recommendation for the Master Fund.
F. The
Sub-Adviser will maintain all accounts, books and records with respect to the
Master Fund as are required of an investment adviser of a registered investment
company pursuant to the Investment Company Act and Advisers Act and the rules
thereunder.
4.
COMPENSATION OF THE SUB-ADVISER
In consideration of the services
provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser a monthly fee computed at the annual rate of 0.75% of the value of
the net assets of the Master Fund determined as of the end of each calendar
month, which fee shall be paid within 60 days after the end of the month (or if
earlier, within 60 days after the date of expiration or termination of this
Agreement). In the event this Agreement is in effect for part, but
not all, of a calendar month, the fee payable to the Sub-Adviser for such month
shall be appropriately pro-rated. In the event this Agreement expires
or terminates on a date other than the end of a calendar month, the fee payable
for the uncompleted month shall be determined based on the value of the net
assets of the Master Fund determined as of the end of the most recent calendar
month ended on or prior to the date of expiration or
termination. Except as may otherwise be prohibited by law or
regulation (including, without limitation, any then current SEC staff
interpretation), the Sub-Adviser may, in its sole and absolute discretion and
from time to time, waive all or any portion of its advisory fee
compensation.
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5.
LIABILITY AND INDEMNIFICATION
A. Except
as may otherwise be provided by the Investment Company Act or any other federal
securities law, neither the Sub-Adviser nor any of its officers, directors,
partners, members or employees (its “Affiliates”) shall be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Adviser or the Master Fund as a result of
any error of judgment or mistake of law by the Sub-Adviser or its Affiliates,
except that nothing in this Agreement shall operate or purport to operate in any
way to exculpate, waive or limit the liability of the Sub-Adviser or its
Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Master
Fund, the Adviser, and all controlling persons of the Master Fund (as described
in Section 15 of the Securities Act of 1933, as amended (“1933 Act”))
(collectively, “Adviser Indemnitees”) against, any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Adviser Indemnitees may become subject under the
1933 Act, the Investment Company Act, the Advisers Act, or under any other
statute, at common law or otherwise to the extent resulting from (i) the willful
misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser
in the performance of any of its duties or obligations hereunder or (ii) any
untrue statement of a material fact relating to the Sub-Adviser or the services
provided by it in written information furnished by the Sub-Adviser to the
Adviser or the Master Fund for use in the Registration Statement or in other
materials pertaining to the Master Fund or in offering materials or other
documents pertaining to any Feeder Fund, or the omission by the Sub-Adviser to
state therein a material fact known to the Sub-Adviser which was required to be
stated therein or necessary to make the statements therein not
misleading.
B. Except
as may otherwise be provided by the Investment Company Act or any other federal
securities law, the Adviser, the Master Fund and their respective Affiliates
shall not be liable for any losses, claims, damages, liabilities or litigation
(including legal and other expenses) incurred or suffered by the Sub-Adviser as
a result of any error of judgment or mistake of law by the Adviser, the Master
Fund and their respective Affiliates, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate, waive or limit the
liability of the Adviser, the Master Fund or their respective Affiliates, and
the Master Fund and the Adviser shall each indemnify and hold harmless the
Sub-Adviser, all affiliated persons thereof (within the meaning of Section
2(a)(3) of the Investment Company Act) and all controlling persons (as described
in Section 15 of the 0000 Xxx) of the Sub-Adviser (collectively, “Sub-Adviser
Indemnitees”) against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the
Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (i) the willful misconduct, bad faith,
reckless disregard or gross negligence of the Master Fund or the Adviser in the
performance of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Registration Statement or in other
materials pertaining to the Master Fund or in offering materials or other
documents pertaining to any Feeder Fund or the omission to state therein a
material fact known to the Master Fund or the Adviser which was required to be
stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon written information
furnished by the Sub-Adviser to the Adviser or the Master Fund for use
therein.
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C. The
provisions of this Section 5 shall survive the expiration and termination of
this Agreement.
6.
REPRESENTATIONS OF THE
ADVISER
The Adviser represents, warrants and
agrees that:
A. The
Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the
provision of investment services to the Master Fund as contemplated
hereby.
B. The
Adviser and the Fund have adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Sub-Adviser with a copy of such code of ethics.
C. The
Adviser is currently in material compliance and shall at all times continue to
materially comply with the requirements imposed upon the Adviser by applicable
law and regulations.
D.
The Adviser (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act
or other law, regulation or order from performing the services contemplated by
this Agreement; (iii) to the best of its knowledge, has met and will seek to
continue to meet for so long as this Agreement is in effect, any other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in order to
perform the services contemplated by this Agreement; and (iv) will promptly
notify the Sub-Adviser of the occurrence of any event that would disqualify the
Adviser from serving as investment manager of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise. The Adviser
will also promptly notify the Sub-Adviser if it is served or otherwise receives
notice of any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, involving the affairs of
the Master Fund or a Feeder Fund, provided, however, that routine regulatory
examinations shall not be required to be reported by this
provision.
E. The
execution, delivery and performance of this Agreement do not, and will not,
conflict with, or result in any violation or default under, any agreement to
which Adviser or any of its Affiliates are a party.
7.
REPRESENTATIONS OF THE SUB-ADVISER
The Sub-Adviser represents, warrants
and agrees that:
A. The
Sub-Adviser is currently in material compliance and shall at all times continue
to materially comply with the requirements imposed upon the Sub-Adviser by
applicable law and regulations.
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B. The
Sub-Adviser (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act
or other law, regulation or order from performing the services contemplated by
this Agreement; (iii) has met and will seek to continue to meet for so long as
this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will promptly notify the
Adviser of the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the Investment Company Act or otherwise. The
Sub-Adviser will also promptly notify the Master Fund and the Adviser if it is
served or otherwise receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or
body, involving the affairs of the Master Fund or a Feeder Fund, provided,
however, that routine regulatory examinations shall not be required to be
reported by this provision.
C. The
Sub-Adviser has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the
Advisers Act and will provide the Adviser and the Board with a copy of such code
of ethics, together with evidence of its adoption. Within forty-five
days of the end of the last calendar quarter of each year that this Agreement is
in effect, and as otherwise requested, the General Counsel, Chief Compliance
Officer or a vice-president of the Sub-Adviser shall certify to the Adviser that
the Sub-Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1
during the previous year and that there has been no material violation of the
Sub-Adviser’s code of ethics or, if such a material violation has occurred, that
appropriate action was taken in response to such violation. Upon the
reasonable written request of the Adviser, the Sub-Adviser shall permit the
Adviser, its employees or its agents to examine the reports required to be made
to the Sub-Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and other records
relating to the Sub-Adviser’s code of ethics to the extent relevant to the
Master Fund.
D. The
Sub-Adviser has provided the Master Fund and the Adviser with a copy of its Form
ADV Part I, which as of the date of this Agreement is its Form ADV as most
recently filed with the SEC, and ADV Part II and promptly will furnish a copy of
all amendments to the Master Fund and the Adviser at least
annually.
E. The
Sub-Adviser will notify the Master Fund and the Adviser of any change of control
of the Sub-Adviser, as applicable, and any changes in the key personnel who are
either the portfolio manager(s) of the Master Fund named in the Registration
Statement or senior management of the Sub-Adviser, in each case prior to or
promptly after, such change. The Sub-Adviser agrees to bear all
reasonable expenses of the Master Fund, if any, arising out of any such
assignment or change in control.
F. The
Sub-Adviser will promptly notify the Adviser of any financial condition that is
likely to impair the Sub-Adviser’s ability to fulfill its commitment under this
Agreement.
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G. The
Sub-Adviser agrees to maintain a level of errors and omissions or professional
liability insurance coverage reasonably deemed appropriate by the
Sub-Adviser.
H. The
execution, delivery and performance of this Agreement do not, and will not,
conflict with, or result in any violation or default under, any agreement to
which Sub-Adviser or any of its Affiliates are a party or otherwise arising
under this Agreement.
8.
REGULATION
The Sub-Adviser shall submit to all
regulatory and administrative bodies having jurisdiction over the services
provided pursuant to this Agreement any information, reports, or other material
which any such body by reason of this Agreement shall have the authority to
request pursuant to applicable laws and regulations.
9.
RECORDS
Records relating to the services
provided under this Agreement maintained by the Sub-Adviser that are required to
be maintained by the Master Fund by the Investment Company Act and the rules
thereunder (“Required Records”) shall be the property of the Master Fund and
shall be under its control; however, the Master Fund shall furnish to the
Sub-Adviser such records and permit the Sub-Adviser to retain such records
(either in original or in duplicate form) as the Sub-Adviser shall reasonably
require in order to carry out its business or to comply with applicable laws and
regulations. In the event of the termination of this Agreement,
Required Records shall promptly be returned to the Master Fund by the
Sub-Adviser free from any claim or retention of rights therein, provided that
the Sub-Adviser may retain copies of any or all such records and may retain such
records that are required to be retained by it by law or
regulation. The Adviser and the Sub-Adviser shall keep confidential
any information obtained in connection with their respective duties hereunder
and shall disclose such information only if the Master Fund has authorized such
disclosure or if such disclosure is expressly required by law.
10. DURATION
OF AGREEMENT
This Agreement shall become effective
upon the date first above written, provided that this Agreement shall not take
effect unless it has first been approved: (i) by a vote of a majority
of the Board who are not “interested persons” (as defined in the Investment
Company Act) of any party to this Agreement (“Independent Managers”), cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the Master Fund’s outstanding voting
securities. This Agreement shall continue in effect for an initial
term of two years from the date of its execution and shall continue in effect
from year to year thereafter, unless terminated in accordance with the
provisions of this Agreement, provided that such continuance is specifically
approved at least annually by the Board and by the vote of a majority of the
Independent Managers cast in person at a meeting called for the purpose of
voting on such approval.
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11.
TERMINATION OF AGREEMENT
This Agreement may be terminated at any
time, without the payment of any penalty, by the Board or by the vote of a
majority of the outstanding voting securities of the Master Fund, on sixty (60)
days’ written notice to the Adviser and the Sub-Adviser, or by the Adviser or
Sub-Adviser on sixty (60) days’ written notice to the Master Fund and the other
party. This Agreement will automatically terminate, without the
payment of any penalty, (i) in the event of its assignment (as defined in the
Investment Company Act), or (ii) effective upon the termination of the
Investment Management Agreement.
12.
AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the
Investment Company Act or the rules or regulations thereunder or pursuant to
exemptive relief granted by the SEC, this Agreement may be amended by the
parties only if such amendment: (i) if material, is specifically approved by the
vote of a majority of the outstanding voting securities of the Master Fund
(unless such approval is not required by Section 15 of the Investment Company
Act as interpreted by the SEC or its staff or unless the SEC has granted an
exemption from such approval requirement); and (ii) is approved by the vote of a
majority of the Independent Managers cast in person at a meeting called for the
purpose of voting on such approval.
13.
ENTIRE AGREEMENT
This Agreement contains the entire
understanding and agreement of the parties with respect to the subject matter
hereof.
14.
HEADINGS
The headings in the sections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.
15.
NOTICES
All notices required to be given
pursuant to this Agreement shall be delivered or mailed to the address listed
below of each applicable party in person or by registered or certified mail or a
private mail or delivery service providing the sender with notice of receipt or
to such other address as specified in a notice duly given to the other
party. Notice shall be deemed given on the date delivered or mailed
in accordance with this paragraph.
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For:
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Hatteras
Capital Investment Management, LLC
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0000
Xxxxxxxxx Xxxxxx Xxxxx
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Xxxxx
000
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Xxxxxxx,
XX 00000
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Attn:
J. Xxxxxxx
Xxxxxx
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For:
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Ramius
Fund of Funds Group LLC
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000
Xxxxxxxxx Xxx
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00xx
Xxxxx
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Xxx
Xxxx, XX 00000
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Attn:
Xxxxx X. Xxxxxxx
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16.
SEVERABILITY
Should any portion of this Agreement
for any reason be held to be void in law or in equity, the Agreement shall be
construed, insofar as is possible, as if such portion had never been contained
herein.
17.
GOVERNING LAW
The provisions of this Agreement shall
be construed and interpreted in accordance with the laws of the State of
Delaware, without reference to
conflict of law or choice of law doctrines. To the extent that
the laws of the State of Delaware conflict with applicable provisions of the
Investment Company Act or the Advisers Act, the latter federal statutes shall
control.
18.
INTERPRETATION
Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment Company Act and to
interpretations thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the Investment Company
Act. Specifically, the terms “vote of a majority of the outstanding
voting securities,” “interested persons,” “assignment,” and “affiliated
persons,” as used herein shall have the meanings assigned to them by Section
2(a) of the Investment Company Act and applicable rules adopted
thereunder. In addition, where the effect of a requirement of the
Investment Company Act reflected in any provision of this Agreement is relaxed
by a rule, regulation or order of the SEC, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized officers as of the date first mentioned
above.
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HATTERAS
CAPITAL INVESTMENT
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RAMIUS
FUND OF FUNDS GROUP LLC
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MANAGEMENT,
LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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By:
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/s/ Xxxxx Xxxxxxx | |
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Name:
Xxxxx X. Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Managing Member
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Title:
COO
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
President
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