EXCHANGE AGREEMENT
Exhibit
10.3
THIS
EXCHANGE AGREEMENT (the “Agreement”), dated as of
__________ ___, 20___, is made by and between Exactus, Inc., a
Nevada corporation (the “Company”), and the holder of
the Note (as defined below) signatory hereto (the
“Holder”).
WHEREAS, pursuant
to that certain Securities Purchase Agreement (the “Purchase
Agreement”) dated as of __________ ___, 20___, by and between
______________________________ (the “Former Holder”)
and the Company, the Former Holder, among things, purchased from
the Company a promissory note in the principal amount of
___________________ Dollars ($_____________) (the
“Note”);
WHEREAS, on
__________ ___, 20___, the Holder purchased the Note from the
Former Holder pursuant to the terms of a purchase
agreement;
WHEREAS, the
Company has authorized a new series of convertible preferred stock
designated as Series A Convertible Preferred Stock, $0.001 par
value, the terms of which are set forth in the Certificate of
Designation of Preferences, Rights and Limitations of Series A
Convertible Preferred Stock (the “Certificate of
Designation”) in the form attached hereto as Exhibit A (together with any
convertible preferred shares issued in replacement thereof in
accordance with the terms thereof, the “Preferred
Stock”), which Preferred Stock shall be convertible (the
“Conversion Shares”) into the Company’s common
stock, $0.0001 par value per share (the “Common
Stock”), in accordance with the terms of the Certificate of
Designations
WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant
to Section 3(a)(9) of the Securities Act of 1933, as amended (the
“Securities Act”), the Company desires to exchange with
the Holder, and the Holder desires to exchange with the Company,
the Note solely for Preferred Stock.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in
this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company
and Holder agree as follows:
1. Terms
of the Exchange. The Company and Holder agree that the
Holder will exchange the Note, and will relinquish any and all
other rights he may have under the Note in exchange for ___________
shares of the Preferred Stock (the “Exchange
Shares”).
2. Closing.
Upon satisfaction of the conditions set forth herein, a closing
shall occur at the principal offices of the Company, or such other
location as the parties shall mutually agree. At closing, Holder
shall deliver the Note to the Company and the Company shall deliver
to such Holder a certificate representing the Exchange Shares, in
the name(s) and amount(s) as requested by the Holder.
3.
Further Assurances
Each
party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
4. Representations
and Warranties of the Holder. The Holder represents and
warrants, as of the date hereof and as of the closing, to the
Company as follows:
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a. Authorization;
Enforcement. The Holder has the requisite corporate power
and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of
this Agreement by the Holder and the consummation by it of the
transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Holder and no
further action is required by the Holder. This Agreement has been
(or upon delivery will have been) duly executed by the Holder and,
when delivered in accordance with the terms hereof, will constitute
the valid and binding obligation of the Holder enforceable against
the Holder in accordance with its terms, except: (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
b. Tax
Advisors. The Holder has reviewed with its own tax advisors
the U.S. federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement.
With respect to such matters, the Holder relies solely on such
advisors and not on any statements or representations of the
Company or any of its agents, written or oral. The Holder
understands that it (and not the Company) shall be responsible for
its own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.
c. Information
Regarding Holder. Holder is an “accredited
investor”, as such term is defined in Rule 501 of Regulation
D promulgated by the United States Securities and Exchange
Commission (the “Commission”) under the Securities Act,
is experienced in investments and business matters, has made
investments of a speculative nature and has purchased securities of
companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial,
tax and other business matters as to enable the Holder to utilize
the information made available by the Company to evaluate the
merits and risks of and to make an informed investment decision
with respect to the proposed purchase, which represents a
speculative investment. Holder has the authority and is duly and
legally qualified to purchase and own the Exchange Shares. Holder
is able to bear the risk of such investment for an indefinite
period and to afford a complete loss thereof.
d. Legend.
The Holder understands that Exchange Shares have been issued (or
will be issued in the case of the Conversion Shares) pursuant to an
exemption from registration or qualification under the Securities
Act and applicable state securities laws, and except as set forth
below, the Exchange Shares shall bear any legend as required by the
“blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may
be placed against transfer of such stock
certificates):
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF
REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE
COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
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e. Removal
of Legends. Certificates evidencing the Exchange Shares
shall not be required to contain the legend set forth in Section
4(d) above or any other legend (i) while a registration statement
covering the resale of such Exchange Shares is effective under the
Securities Act, (ii) following any sale of such Exchange Shares
pursuant to Rule 144 (as defined herein) (assuming the transferor
is not an affiliate of the Company), (iii) if such Exchange Shares
are eligible to be sold, assigned or transferred under Rule 144 and
the subscriber is not an affiliate of the Company (provided that
the Holder provides the Company with reasonable assurances that
such Exchange Shares are eligible for sale, assignment or transfer
under Rule 144 which shall not include an opinion of the
Holder’s counsel), (iv) in connection with a sale, assignment
or other transfer (other than under Rule 144), provided that the
Holder provides the Company with an opinion of counsel to the
Holder, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the Exchange Shares may be made
without registration under the applicable requirements of the
Securities Act or (v) if such legend is not required under
applicable requirements of the Securities Act (including, without
limitation, controlling judicial interpretations and pronouncements
issued by the Commission). If a legend is not required pursuant to
the foregoing, the Company shall no later than three (3) business
days following the delivery by the Holder to the Company or the
transfer agent (with notice to the Company) of a legended
certificate representing such Exchange Shares (endorsed or with
stock powers attached, signatures guaranteed, and otherwise in form
necessary to affect the reissuance and/or transfer, if applicable),
together with any other deliveries from the Holder as may be
required above in this Section 4(e), as directed by the Holder,
either: (A) provided that the Company’s transfer agent is
participating in the DTC Fast Automated Securities Transfer Program
and such securities are Conversion Shares, credit the aggregate
number of shares of Common Stock to which the Holder shall be
entitled to the Holder’s or its designee’s balance
account with DTC through its Deposit/Withdrawal at Custodian system
or (B) if the Company’s transfer agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and
deliver (via reputable overnight courier) to the Holder, a
certificate representing such Exchange Shares that is free from all
restrictive and other legends, registered in the name of the Holder
or its designee. The Company shall be responsible for any transfer
agent fees or DTC fees with respect to any issuance of Exchange
Shares and the removal of any legends with respect to any Exchange
Shares in accordance herewith, including, but not limited to, fees
for the opinions of counsel rendered to the transfer agent in
connection with the removal of any legends.
f. Restricted
Securities. The Holder understands that: (i) the Exchange
Shares have not been and are not being registered under the
Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) the Holder shall have delivered to the
Company (if requested by the Company) an opinion of counsel to
the
Holder,
in a form reasonably acceptable to the Company, to the effect that
such Exchange Shares to be sold, assigned or transferred may be
sold, assigned or transferred pursuant to an exemption from such
registration, or (C) the Holder provides the Company with
reasonable assurance that such Exchange Shares can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated under the Securities Act (or a successor rule thereto)
(collectively, “Rule 144”); and (ii) any sale of the
Exchange Shares made in reliance on Rule 144 may be made only in
accordance with the terms of Rule 144, and further, if Rule 144 is
not applicable, any resale of the Exchange Shares under
circumstances in which the seller (or the Person through whom the
sale is made) may be deemed to be an underwriter (as that term is
defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and
regulations of the SEC promulgated thereunder.
5. Representations
and Warranties of the Company. The Company hereby makes the
following representations and warranties to the
Holder:
a. Authorization;
Enforcement. The Company has the requisite corporate power
and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other agreements
entered into by the parties hereto in connection with the
transactions contemplated by this Agreement (collectively, the
“Exchange Documents”) and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of
this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and
the Company’s shareholders, if required, and no further
action is required by the Company or the Board of Directors of the
Company in connection therewith. This Agreement has been (or upon
delivery will have been) duly executed by the Company and, when
delivered in accordance with the terms hereof, will constitute the
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except: (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
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b. Organization
and Qualification. Each of the Company and its subsidiaries
(the “Subsidiaries”) are entities duly organized and
validly existing and in good standing under the laws of the
jurisdiction in which they are formed, and have the requisite power
and authorization to own their properties and to carry on their
business as now being conducted and as presently proposed to be
conducted. Each of the Company and each of its Subsidiaries is duly
qualified as a foreign entity to do business and is in good
standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not have a Material
Adverse Effect. As used in this Agreement, “Material Adverse
Effect” means any material adverse effect on (i) the
business, properties, assets, liabilities, operations (including
results thereof), condition (financial or otherwise) or prospects
of the Company or any Subsidiary, individually or taken as a whole,
(ii) the transactions contemplated hereby or in any of the other
Exchange Documents or (iii) the authority or ability of the Company
to perform any of its obligations under any of the Exchange
Documents. Other than its Subsidiaries, there is no Person (as
defined below) in which the Company, directly or indirectly, owns
capital stock or holds an equity or similar interest.
“Person” means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization, any other entity and any governmental
entity or any department or agency thereof.
c. No
Conflict. The execution, delivery and performance of the
Exchange Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby will
not (i) result in a violation of the Articles of Incorporation (as
defined below) or other organizational documents of the Company or
any of its Subsidiaries, any capital stock of the Company or any of
its Subsidiaries or Bylaws (as defined below) of the Company or any
of its Subsidiaries, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of
its Subsidiaries is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including
foreign, federal and state securities laws and regulations and the
rules and regulations of principal market in which the
Company’s securities are listed (the “Principal
Market”) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected except, in the case of clause
(ii) or (iii) above, to the extent such violations that could not
reasonably be expected to have a Material Adverse
Effect.
d. No
Consents. Neither the Company nor any Subsidiary is required
to obtain any consent from, authorization or order of, or make any
filing or registration with, any court, governmental agency or any
regulatory or self-regulatory agency or any other Person in order
for it to execute, deliver or perform any of its respective
obligations under or contemplated by the Exchange Documents, in
each case, in accordance with the terms hereof or thereof. All
consents, authorizations, orders, filings and registrations which
the Company or any Subsidiary is required to obtain pursuant to the
preceding sentence have been obtained or effected on or prior to
the date of this Agreement, and neither the Company nor any of its
Subsidiaries is aware of any facts or circumstances which might
prevent the Company or any of its Subsidiaries from obtaining or
effecting any of the registration, application or filings
contemplated by the Exchange Documents.
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e. Securities
Law Exemptions. Assuming the accuracy of the representations
and warranties of the Holder contained herein, the offer and
issuance by the Company of the Exchange Shares is exempt from
registration under the Securities Act. The Company covenants and
represents to the Holder that neither the Company nor any of its
Subsidiaries has received, anticipates receiving, has any agreement
to receive or has been given any promise to receive any
consideration from the Holder or any other Person in connection
with the transactions contemplated by the Exchange
Documents.
f. Issuance
of Exchange Shares. The issuance of the Exchange Shares is
duly authorized and upon issuance in accordance with the terms of
the Exchange Documents shall be validly issued, fully paid and
non-assessable and free from all taxes, liens, charges and other
encumbrances with respect to the issue thereof. Upon issuance or
conversion in accordance with the Certificate of Designations, the
Conversion Shares, when issued, will be validly issued, fully paid
and nonassessable and free from all preemptive or similar rights,
taxes, liens, charges and other encumbrances with respect to the
issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock.
g. Equity
Capitalization. Except as disclosed in the SEC Documents (as
defined below): (i) none of the Company’s or any
Subsidiary’s capital stock is subject to preemptive rights or
any other similar rights or any liens or encumbrances suffered or
permitted by the Company or any Subsidiary; (ii) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or
securities or rights convertible into, or exercisable or
exchangeable for, any capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or
arrangements by which the Company or any of its Subsidiaries is or
may become bound to issue additional capital stock of the Company
or any of its Subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any capital stock of the Company
or any of its Subsidiaries; (iii) there are no outstanding debt
securities, notes, credit agreements, credit facilities or other
agreements, documents or instruments evidencing indebtedness of the Company or any of its
Subsidiaries or by which the Company or any of its Subsidiaries is
or may become bound; (iv) there are no financing statements
securing obligations in any amounts filed in connection with the
Company or any of its Subsidiaries; (v) there are no agreements or
arrangements under which the Company or any of its Subsidiaries is
obligated to register the sale of any of their securities under the
Securities Act; (vi) there are no outstanding securities or
instruments of the Company or any of its Subsidiaries which contain
any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or
any of its Subsidiaries is or may become bound to redeem a security
of the Company or any of its Subsidiaries; (vii) there are no
securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Exchange
Shares; (viii) neither the Company nor any Subsidiary has any stock
appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement; and (ix) neither the
Company nor any of its Subsidiaries have any liabilities or
obligations required to be disclosed in the in the Company’s
filings with the Commission (the “SEC Documents”) which
are not so disclosed in the SEC Documents, other than those
incurred in the ordinary course of the Company’s or its
Subsidiaries’ respective businesses and which, individually
or in the aggregate, do not or could not have a Material Adverse
Effect. True, correct and complete copies of the Company’s
Articles of Incorporation, as amended and as in effect on the date
hereof (the “Articles of Incorporation”), and the
Company’s bylaws, as amended and as in effect on the date
hereof (the “Bylaws”), and the terms of all securities
convertible into, or exercisable or exchangeable for, shares of
common stock and the material rights of the holders thereof in
respect thereto are incorporated in, or have been disclosed in, the
SEC Documents.
(h)
Shell Company
Status. The Company is not an issuer identified in Rule
144(i)(1) of the Securities Act. The Company is, and has been for a
period of at least 90 days, subject to the reporting requirements
of Section 13 or Section 15(d) of the Exchange Act.
6. Additional
Acknowledgements. The Holder and the Company confirm that
the Company has not received any consideration for the transactions
contemplated by this Agreement. Pursuant to Rule 144 promulgated by
the Commission pursuant to the Securities Act and the rules and
regulations promulgated thereunder as such Rule 144 may be amended
from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as
such Rule 144, the holding period of the Exchange Shares (including
the Conversion Shares upon conversion thereof) tacks back to
October 16, 2014, the original issuance date of the Note. The
Company agrees not to take a position contrary to this
paragraph.
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7.
Miscellaneous.
a. Successors
and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and
assigns.
b. Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by and construed under the laws of the State of
Nevada without regard to the choice of law principles thereof. Each
party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the State of New York
located in The City of New York, Borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or
therewith or with any transaction contemplated hereby or thereby,
and hereby irrevocably waives any objection that such suit, action
or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Nothing contained
herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
c. Severability.
If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in
any other jurisdiction.
d. Counterparts/Execution.
This Agreement may be executed in two or more identical
counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party. In the event
that any signature is delivered by facsimile transmission or by an
e-mail which contains an electronic file of an executed signature
page, such signature page shall create a valid and binding
obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such
facsimile or electronic file signature page (as the case may be)
were an original thereof.
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e. Notices.
Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if
hand-delivered or sent (i) postage prepaid by registered mail,
return receipt requested, or (ii) by facsimile, to the respective
parties as set forth below, or to such other address as either
party may notify the other in writing.
If to the Company,
to:
Attention: Chief
Executive Officer
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxx
Xxxxx, XX 00000
If to
Holder, to the address set forth on the signature page of the
Holder.
f. Expenses. Except
as otherwise provided for herein, the parties hereto shall pay
their own costs and expenses in connection herewith.
g. Entire
Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties with regard to the subject matter
hereof and thereof, superseding all prior agreements or
understandings, whether written or oral, between or among the
parties. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties,
or, in the case of a waiver, by the party waiving compliance.
Except as expressly stated herein, no delay on the part of any
party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of
any party of any right, power or privilege hereunder preclude any
other or future exercise of any other right, power or privilege
hereunder.
h. Headings.
The headings used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this
Agreement.
i. Reporting
Status. For a period of six (6) months from the date hereof,
the Company shall timely file all reports required to be filed with
the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the Company shall
continue to timely file reports under the Exchange Act even if the
Exchange Act or the rules and regulations thereunder would
otherwise no longer require or permit such filings..
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j. Pledge
of Exchange Shares. The Company acknowledges and agrees that
the Exchange Shares may be pledged by the Holder in connection with
a bona fide margin agreement or other loan or financing arrangement
that is secured by the Exchange Shares. The pledge of Exchange
Shares shall not be deemed to be a transfer, sale or assignment of
the Exchange Shares hereunder, and if the Holder effects a pledge
of Exchange Shares it shall not be required to provide the Company
with any notice thereof or otherwise make any delivery to the
Company pursuant to this Agreement. The Company hereby agrees to
execute and deliver such documentation as a pledgee of the Exchange
Shares may reasonably request in connection with a pledge of the
Exchange Shares to such pledgee by the Holder.
k. Listing.
The Company shall use reasonable best efforts to promptly secure
the listing or designation for quotation (as the case may be) of
all of the Conversion Shares upon each national securities exchange
and automated quotation system, if any, upon which the Common Stock
is then listed or designated for quotation (as the case may be)
(subject to official notice of issuance) (but in no event later
than the date of this Agreement) and shall use reasonable best
efforts to maintain such listing or designation for quotation (as
the case may be) of all Conversion Shares from time to time
issuable under the terms of this Agreement on such national
securities exchange or automated quotation system. The Company
shall maintain the Common Stock’s listing or authorization
for quotation (as the case may be) on the Principal Market, The New
York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the
Nasdaq Global Market or the Nasdaq Global Select Market or the OTC
Markets OTCQB (each, an “Eligible Market”). Neither the
Company nor any of its Subsidiaries shall take any action which
could be reasonably expected to result in the delisting or
suspension of the Common Stock on an Eligible Market. The Company
shall pay all fees and expenses in connection with satisfying its
obligations under this Section
7(k).
(Signature
Pages Follow)
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
By:__________________________
Name:
_______________________
Title:
________________________
HOLDER:
By:
Name:
Title:
Address
for Notices:
Address
for delivery of Exchange Shares:
