SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Exhibit 10.1
SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT, effective as of August 11, 2017, is between and among RW HOLDINGS NNN REIT, INC., a real estate investment trust organized under the laws of the State of Maryland (the “Company”) RICH UNCLES NNN REIT OPERATOR, LLC (the “Advisor”) and RICH UNCLES, LLC (the “Sponsor”).
WHEREAS, the Company and the Advisor have previously entered into that certain Amended and Restated Advisory Agreement, dated as of January 17, 2017 (the “Prior Agreement”) and desire to amend and restate the Prior Agreement and to accept the rights and obligations created pursuant hereto in lieu of the rights and obligations created under the Prior Agreement;
1. Definitions. As used in this Advisory Agreement (this “Agreement”), the following terms have the definitions hereinafter indicated:
Acquisition Expenses. Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or making of any investment, including any Property or other Permitted Investment, whether or not acquired, including, without limitation, legal fees and expenses, travel and communication expenses, costs of appraisals, nonrefundable option payments on property not acquired or made, accounting fees and expenses, and title insurance.
Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person or entity to any other Person or entity (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making an investment including making or investing in Properties or the purchase, development or construction of a Property, including, without limitation, real estate commissions, acquisition fees, finder’s fees, selection fees, consulting fees, points, or any other fees or commissions of a similar nature. Excluded shall be development fees and construction fees paid to any Person or entity not Affiliated with the Advisor in connection with the actual development and construction of any Property. Further, Acquisition Fees will not be paid in connection with temporary short-term investments acquired for purposes of cash management.
Advisor. Rich Uncles NNN REIT Operator, LLC, a Delaware limited liability company, any successor Advisor to the Company, or any Person or entity to which Rich Uncles NNN REIT Operator, LLC, or any successor advisor subcontracts substantially all of its functions. The Advisor will have responsibility for the day-to-day operations of the Company.
Affiliate or Affiliated (or any derivation thereof). An affiliate of another Person, which is defined as: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.
Applicable Class. The Class C Shares and the Class S Shares, each as a separate class of common stock of the Company.
Articles of Incorporation. The Articles of Incorporation of the Company as filed with the Secretary of State of Maryland, as amended and/or restated from time to time.
Asset Management Fee. The fee payable to the Advisor for day-to-day professional management services in connection with the Company and its investments in Properties pursuant to this Agreement.
Assets. The Company’s investments in Properties plus cash and cash equivalents.
Board of Directors or Board. The Board of Directors of the Company.
Bylaws. The bylaws of the Company, as the same are in effect and may be amended from time to time.
Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the Advisor, breach of this Agreement, or the bankruptcy of the Sponsor.
Class C Shares. The up to 100,000,000 Class C Shares of common stock of the Company offered for sale pursuant to the Prospectus.
Class S Shares. The up to 100,000,000 Class S Shares of common stock of the Company offered for sale pursuant to the Offering Memorandum.
Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.
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Company. RW Holdings NNN REIT, Inc., a real estate investment trust organized under the laws of the State of Maryland.
Competitive Real Estate Commission. A real estate or brokerage commission for the purchase or sale of property, which is reasonable, customary, and competitive in light of the size, type, and location of the property.
Contract Purchase Price. The amount actually paid or allocated (as of the date of purchase) to the purchase, development, construction or improvement of property, exclusive of Acquisition Fees and Acquisition Expenses.
Contract Sales Price. The total consideration received by the Company for the sale of Property which is owned or held by the Company.
Director. A member of the Board of Directors of the Company.
Distributions. Any distribution of money or other property by the Company to owners of Securities, including distributions that may constitute a return of capital for federal income tax purposes.
Highest Prior NAV per Share. The highest previous offering price for the Applicable Class of the Company’s shares, after adjustment to reflect all return of capital distributions.
Independent Director. A Director who is not and within the last two years has not been directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, (ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of services, other than as a Director, for the Company, (v) service as a director or trustee of more than three real estate investment trusts sponsored by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional relationship with Sponsor or the Advisor or any of their Affiliates. A business or professional relationship is considered material if the gross revenue derived by the Director from the Sponsor, the Advisor or any of their Affiliates exceeds 5% of either the Director’s annual gross revenue during either of the last two years or the Director’s net worth on a fair market value basis. An indirect relationship shall include circumstances in which a Director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law, or brothers- or sisters-in-law are or have been associated with the Sponsor, the Advisor, any of their Affiliates, or the Company. When this Agreement refers to approval by the Independent Directors, such approval may be made by the conflicts committee of the Company’s Board of Directors if such committee is comprised solely of all of the Independent Directors on the Company’s Board of Directors.
Joint Ventures. The joint venture or general partnership arrangements in which the Company is a co-venturer or general partner which are established to acquire Properties.
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Large Investors. Investors in any of the Offerings who have aggregate subscriptions or purchases for at least $1,000,000, excluding commissions, in the Offerings and one or more other securities offerings sponsored by the Sponsor; provided, that a “Large Investor” may include, in the sole discretion of the Company, clients of one or more financial advisors each of whose clients collectively meet this definition of “Large Investor.”
Net Asset Value or NAV. The total value of all Assets minus the total value of all liabilities. For the purposes of determining Net Asset Value, the Properties shall be valued as of the date specified by the Board of Directors.
NAV Per Share. As of any date, the NAV as established by our Board of Directors divided by the number of such class of Shares outstanding as of the date of such determination.
Offerings. The offering of Class C Shares under the Prospectus and the offering of Class S Shares under the Offering Memorandum.
Offering Memorandum. Any document by whatever name known, utilized for the purpose of offering and selling securities to investors who are non-U.S. persons under Regulation S of the Securities Act of 1933, as amended.
Operating Partnership. Rich Uncles NNN Operating Partnership, LP.
Organizational and Offering Expenses. With respect to an Applicable Class, any and all costs and expenses incurred by the Company, the Advisor, the Sponsor or any of their Affiliates in connection with the formation, qualification and registration of the Company and the marketing and distribution of shares of such Applicable Class, including, without limitation, the following: legal, and accounting fees; printing, amending, supplementing, mailing and distributing costs; filing, registration and qualification fees and taxes; telegraph and telephone costs; all advertising and marketing expenses; and the total direct costs paid by the Advisor for persons employed by the Company who respond to prospective investor inquiries. All such Organizational and Offering Expenses shall be paid for by the Sponsor subject to the reimbursement provided by Section 10(a)(i) below, and such expenses shall include advertising, investor relations payroll allocable to services provided in connection with the Offering, and any other expenses or costs incurred for marketing efforts such as “open houses” and other Offering-related activities.
Person. An individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof.
Preferred Return. At any time, with respect to the Class C Shares or the Class S Shares, as applicable, a 6.5.% cumulative, non-compounded return on Highest Prior NAV per share for such Applicable Class.
Preliminary NAV. The Net Asset Value of the Company calculated annually by the directors, including a majority of the Independent Directors, for the purpose of determining whether the Advisor is entitled to receive a Subordinated Participation Fee for an annual period. The Preliminary NAV consists of (i) the value of the Company’s real estate assets and liabilities reported by an independent valuation firm, as it may be adjusted by the directors, (ii) plus all other assets held (iii) minus all accrued liabilities of the Company.
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Property or Properties. Interests in (i) the real properties, including the buildings and equipment located thereon: or (ii) the real properties only; or (iii) the buildings only, including equipment located therein; any of which are acquired by the Company, either directly or indirectly through Joint Ventures, or other partnerships, or other legal entities.
Prospectus. Any document by whatever name known, utilized for the purpose of offering and selling securities to the public.
REIT. A “real estate investment trust” as defined pursuant to Sections 856 through 860 of the Code.
Sale or Sales. (i) Any transaction or series of transactions whereby: (A) the Company sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property or other asset consisting of the building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Company in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in which the Company as a co-venturer or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or other Permitted Investment or portion thereof, including any event with respect to any Property or other Permitted Investment which gives rise to insurance claims or condemnation awards; or (D) the Company sells, grants, conveys or relinquishes its interest in any Property or other Permitted Investment, or portion thereof, including any event with respect to any Property or other Permitted Investment, which gives rise to a significant amount of insurance proceeds or similar awards.
Securities. Any class of shares of common stock or preferred stock, as such terms are defined in the Company’s Articles of Incorporation, any other Company stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.
Sponsor. Rich Uncles, LLC and any Person directly or indirectly instrumental in organizing, wholly or in part, the Company or any Person who will control, manage or participate in the management of the Company, and any Affiliate of such Person. Not included is any Person whose only relationship with the Company is that of an independent property manager of the Company’s Properties and whose only compensation is as such. Sponsor does not include independent third parties such as attorneys and accountants whose only compensation is for professional services. A Person may also be deemed a Sponsor of the Company by:
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(a) taking the initiative, directly or indirectly, in founding or organizing the business or enterprise of the Company, either alone or in conjunction with one or more other Persons;
(b) receiving a material participation in the Company in connection with the founding or organizing of the business of the Company, in consideration of services or property, or both services and property;
(c) having a substantial number of relationships and contacts with the Company;
(d) possessing significant rights to control the Company’s Properties;
(e) receiving fees for providing services to the Company which are paid on a basis that is not customary in the industry; or
(f) providing goods or services to the Company on a basis which was not negotiated at arm’s length with the Company.
Stockholders. The registered holders of the Company’s Securities.
Subordinated Participation Fee. The Subordinated Participation Fee as defined in Paragraph 9(g).
Termination Date. The date of termination of this Agreement whether pursuant to (i) the non-renewal of this Agreement under Paragraph 15 below or (ii) written notice of termination under Paragraph 16 below.
Total Investment Value. For any given period, the total of the aggregate book value of all of the Company’s assets invested, directly or indirectly, in Properties before reserves for depreciation, bad debts or similar non-cash items.
(a) accept and execute any and all delegated duties from the Company as a general partner of Operating Partnership;
(b) find, present and recommend to the Company real estate investment opportunities consistent with its investment policies and objectives;
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(c) structure the terms and conditions of the Company’s investments, sales and co-ownerships;
(d) acquire real estate investments on behalf of the Company in compliance with its investment objectives and policies;
(e) arrange for financing and refinancing of the Company’s real estate investments;
(f) enter into leases and service contracts for the Company’s properties;
(g) review and analyze the Company’s operating and capital budgets;
(h) assist the Company in obtaining insurance;
(i) generate an annual budget for the Company;
(j) review and analyze financial information for each of the Company’s assets and the overall portfolio;
(k) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of the Company’s real estate investments;
(l) perform investor-relations services;
(m) maintain the Company’s accounting and other records and assist in filing all reports required to be filed with the SEC, the Internal Revenue Service and other regulatory agencies;
(n) engage and supervise the performance of the Company’s agents, including registrar and transfer agents;
(o) perform administrative and operational duties reasonably requested by the Company;
(p) perform any other services reasonably requested by the Company; and
(q) do all things necessary to assure its ability to render the services described in this Agreement.
(a) Pursuant to the terms of this Agreement (including the restrictions included in this Paragraph 4 and in Paragraph 7), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor the authority to (1) locate, analyze and select investment opportunities, (2) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company, (3) acquire Properties in compliance with the investment objectives and policies of the Company, (4) arrange for financing or refinancing with respect to Properties, (5) enter into leases and service contracts for the Company’s Property, and perform other property management services, (6) oversee non-Affiliated property managers and other non-Affiliated Persons who perform services for the Company; and (7) undertake accounting and other record-keeping functions at the Property level.
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(b) Notwithstanding the foregoing, any investment in Properties, including any acquisition of Property by the Company (as well as any financing acquired by the Company in connection with such acquisition), will require the prior approval of the Directors (including a majority of the Independent Directors), provided, that a majority of the Directors, including a majority of the Independent Directors may establish de minimis acquisition standards not requiring approval of the Directors for transactions other than transactions with a Director, the Sponsor, the Advisor or their Affiliates.
(c) If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents required by them to properly evaluate the proposed investment in the Property.
(d) The prior approval of a majority of the Independent Directors and a majority of the Directors not otherwise interested in the transaction will be required for each transaction with the Advisor or any of its Affiliates.
(e) The Directors may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Paragraph 4. If and to the extent the Directors so modify or revoke the authority contained herein, the Advisor shall henceforth submit to the Directors for prior approval such proposed transactions involving investments which thereafter require prior approval, provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.
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9. Fees and Limitation on Loans from Affiliates.
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(i) 30% of the product of (a) the difference of (x) the Preliminary NAV per share minus (y) the Highest Prior NAV per share of such Applicable Class, multiplied by (b) the number of shares outstanding of such Applicable Class as of December 31 of the relevant annual period, but only if this results in a positive number, plus
(ii) 30% of the product of: (a) the amount by which aggregate cash distributions to holders of such Applicable Class during the annual period, excluding return of capital distributions, divided by the weighted average number of shares of common stock outstanding for the annual period, exceed the Preferred Return, multiplied by (b) the weighted average number of shares of such Applicable Class outstanding for the annual period calculated on a monthly basis; provided, however, the Advisor shall pay to each Large Investor one-third of the Subordinated Participation Fee percentage (30%) multiplied by such Large Investor’s investment in the Company.
The Subordinated Participation Fee may be paid in the form of shares of the Company’s common stock determined using a price equal to the NAV Per Share of the Class C Shares as of December 31 of the prior year (i.e., after deduction of the Subordinated Participation Fee from the Preliminary NAV).
(a) In addition to the compensation paid to the Advisor pursuant to Paragraph 9 hereof, for each Applicable Class, the Company shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor in connection with the services it provides to the Company pursuant to this Agreement, including, but not limited to:
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(i) the Company’s Organizational and Offering Expenses (including any Organizational and Offering Expenses reimbursed to the Sponsor), but not to exceed 3.0% of the gross proceeds raised from the Offerings, including dividend reinvestment proceeds for the Offerings but excluding upfront commissions and fees on the sale of Class S Shares;
(ii) the Acquisition Expenses incurred in connection with the selection and acquisition of Properties;
(iii) the actual cost of goods and materials used by the Company and obtained from entities not Affiliated with the Advisor, other than Acquisition Expenses;
(iv) interest and other costs for borrowed money, including discounts, points and other similar fees;
(v) taxes and assessments on income or Property and taxes as an expense of doing business;
(vi) costs associated with insurance required or deemed necessary by the Directors in connection with the business of the Company or by the Directors;
(vii) expenses of managing and operating Properties owned by the Company, whether payable to an Affiliate of the Company or a non-Affiliated Person;
(viii) all expenses in connection with payments to the Directors and meetings of the Directors and Stockholders;
(ix) expenses associated with listing or with the issuance and distribution of shares of such Applicable Class, such as advertising expenses, taxes, legal and accounting fees, and listing and registration fees;
(x) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Directors to the Stockholders;
(xi) expenses of organizing, revising, amending, converting, modifying, or terminating the Company or the Articles of Incorporation;
(xii) expenses of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;
(xiii) expenses related to negotiating and servicing loans;
(xiv) administrative service expenses (including personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives a separate fee); and
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(xv) audit, accounting and legal fees.
(b) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Paragraph 10 shall be reimbursed no less often than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter, and shall deliver such statement to the Company within 45 days after the end of each quarter.
13. Other Activities of the Advisor.
(a) Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall report to the Directors the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other partnership, corporation, firm, individual, trust or association. The Advisor or its Affiliates shall disclose to the Directors knowledge of such condition or circumstance in accordance with Section 13(d) hereof. If the Sponsor, Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, it shall be the duty of the Directors (including the Independent Directors) to adopt the methods, if any, set forth in the Prospectus and the Offering Memorandum or another reasonable method by which properties are to be allocated to the competing investment entities and to use their best efforts to apply such method fairly to the Company.
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(b) The Advisor shall be required to use its best efforts to present a continuing and suitable investment program to the Company which is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character which, if presented to the Company, could be taken by the Company.
(c) In the event that the Advisor or its Affiliates is presented with a potential investment which might be made by the Company and by another investment entity which the Advisor or its Affiliates advises or manages, the Advisor and its Affiliates shall consider the investment portfolio of each entity, cash flow of each entity, the effect of the acquisition on the diversification of each entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity, the policies of each entity relating to leverage, the funds of each entity available for investment and the length of time such funds have been available for investment. In the event that an investment opportunity becomes available which is suitable for both the Company and a public or private entity which the Advisor or its Affiliates are Affiliated, then the entity which has had the longest period of time elapse since it was offered an investment opportunity will first be offered the investment opportunity. For purposes of this conflict resolution procedure, an investment opportunity will be considered “offered” to the Company when an opportunity is presented to the Board of Directors for its consideration.
(d) The Advisor shall inform the conflicts committee of the Company’s Board of Directors each quarter of the investments that have been purchased by other Rich Uncles-sponsored programs and Rich Uncles-advised investors for whom the Advisor or one of its Affiliates serves as an advisor so that the conflicts committee can evaluate whether the Company is receiving its fair share of opportunities.
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19. Payments to and Duties of Advisor Upon Termination.
(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, exclusive of disputed items arising out of possible unauthorized transactions.
(b) The Advisor shall be entitled to receive all accrued but unpaid compensation and expense reimbursements in cash within 30 days of the Termination Date.
(c) The Advisor shall promptly upon termination:
(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
(ii) deliver to the Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Directors;
(iii) deliver to the Directors all assets, including Properties, and documents of the Company then in the custody of the Advisor; and
(iv) cooperate with the Company to provide an orderly management transition.
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20. Indemnification by the Company. The Company shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Maryland or the Articles of Incorporation of the Company. Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Paragraph 20 for any activity for which the Advisor shall be required to indemnify or hold harmless the Company pursuant to Paragraph 21. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders.
To the Directors and to the Company: |
0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxx Xx
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To the Advisor: |
Rich Uncles NNN REIT Operator, LLC 0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxx |
Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Paragraph 22.
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25. Construction. The provisions of this Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Maryland applicable to contracts to be made and performed entirely in said state.
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RW Holdings NNN REIT, Inc. | ||
By: | ||
Name: | Xxxx Xx | |
Title: | Chief Financial Officer | |
Rich Uncles NNN REIT Operator, LLC | ||
By: | ||
Name: | Xxxxxx Xxxxx | |
Title: | Manager | |
Rich Uncles, LLC | ||
By: | ||
Name: | Xxxxxx Xxxxx | |
Title: | Manager |
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