AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDED
AND RESTATED CONSULTING AGREEMENT
This
AMENDED AND RESTATED CONSULTING AGREEMENT (“Agreement”) is entered into as of
July 15, 2008 by and between ProElite, Inc., a New Jersey corporation, with
its
principal office at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx0000, Xxx Xxxxxxx, XX 00000
(“PEI”), Xxxx Xxxx, an individual (“Xxxx”), and Xxxx Xxxx Productions MMA, LLC,
a New Jersey limited liability company (“GSP” and collectively with PEI and
Xxxx, the “Parties”), with reference to the following facts:
WHEREAS,
Xxxx, GSP and Real Sport, Inc., a subsidiary of PEI, entered into a Consulting
Agreement dated as of October 3, 2006 (the “Initial Agreement”);
WHEREAS,
the Parties wish to amend and restate the Initial Agreement pursuant to which
PEI will continue to engage Xxxx’x services by retaining GSP;
NOW,
THEREFORE, PEI, GSP and Xxxx desire to set forth in this Agreement the terms
and
conditions of the continued engagement by PEI of Xxxx and GSP.
ARTICLE
I
CONSULTING
ENGAGEMENT; TERM; DUTIES
1.1
Engagement.
Upon the terms and conditions hereinafter set forth, PEI hereby engages GSP
and
Xxxx to provide consulting services. The services of Xxxx and GSP shall include
those services relating to the business requested in writing from time to time
by PEI’s Chief Executive Officer or at the direction of its Board of Directors,
including, but not limited to, the following:
| 1.1.1 |
Advise
PEI in matters pertaining to it business, operations and
industry;
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| 1.1.2 |
Assist
PEI in:
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| (a) |
business
strategy,
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| (b) |
sponsorship
presentations and opportunities,
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| (c) |
management
and selection of fighters,
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(d)
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consultation
re: media coverage contracts, including, but not limited to, distribution
and licensing agreements (the
“Services”).
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1.1.3
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GSP
and Xxxx shall use their best efforts and abilities faithfully and
diligently to promote PEI’s business interests and to perform the Services
requested.
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1.1.4
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For
purposes of this Agreement, only, the business of PEI shall not include
boxing, or the management or promotion of boxing events. The business
of
PEI shall include: (I) Mixed Martial Arts, and the production,
distribution, merchandising, marketing, advertising, promotion thereof,
(ii) online social networking and online depository for any and all
sports
and physical activities, (iii) maintenance, upgrade and servicing
of PEI’s
websites on the world wide web related to any and all sports and
physical
activities, (iv) online social networking technology &
services.
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1.2
Covenants
of GSP
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1.2.1
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Reports.
GSP and Xxxx shall use its best efforts and skills to truthfully,
accurately, and promptly make, maintain, and preserve all records
and
reports that PEI may, from time to time, request or require, fully
account
for all money, records, equipment, materials, or other property belonging
to PEI of which it may have custody, and promptly pay and deliver
the same
whenever it may be directed to do so by the
Board.
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1.2.2
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Rules
and Regulations. PEI, GSP and Xxxx shall obey all rules, regulations
and
special instructions of PEI and all other rules, regulations, guides,
handbooks, procedures, policies and special instructions applicable
to
PEI’s business in connection with their duties hereunder and shall
endeavor to improve their ability and knowledge of PEI’s business in an
effort to increase the value of their services for the mutual benefit
of
PEI, GSP, and Xxxx.
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1.2.3
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Opportunities.
GSP and Xxxx shall make all business opportunities of which it becomes
aware that are relevant to PEI’s business available to PEI, and to no
other person or entity or to himself
individually.
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1.2.4
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Communication
with Media. GSP and Xxxx shall not communicate with the press or
other
media regarding the business of PEI without prior authorization of
the CEO
and/or the prior written authorization of the Board of
Directors.
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1.3
Covenants
of PEI
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1.3.1
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From
its inception to the present, PEI warrants that it has to the best
of its
knowledge truthfully and completely filed all public disclosures
required
under all state and federal securities laws of the United
States.
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1.3.2
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PEI
represents and warrants that during the term of this Agreement, PEI
shall
use its best efforts to continue to truthfully and completely file
all
public disclosures required under all state and federal securities
laws of
the United States.
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1.3.3
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PEI
shall file a Form 8-K disclosing the terms of this agreement and
the
resignation of Xxxx as President and member of the Board of Directors
of
PEI.
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ARTICLE
II
COMPENSATION
2.1
Consideration.
During the Term (as hereinafter defined), for all services rendered
by GSP and Xxxx hereunder and all covenants and conditions undertaken by
the
Parties pursuant to this Agreement, PEI shall pay, as full consideration
for the
Services the sum of $250,000 per year beginning July 1, 2008 and ending
September 30, 2009. This Consulting Fee shall be payable in accordance
with the
normal payroll practices of PEI. For purposes of this Agreement, “Year”
shall
mean the twelve-month period beginning on October 1 and ending on September
30
of the following year. In addition to the compensation, PEI shall continue
to
reimburse Xxxx for his actual out-of-pocket monthly health insurance payments.
Xxxx shall also be paid any unpaid portion of his 5% raise, retroactive
to
October, 2007, which payment shall be due upon any Change in Control and/or
by
September 30, 2009, whichever date occurs first.
2.2
Performance
and Review. GSP and Xxxx’x performance will be reviewed on no less than an
annual basis.
ARTICLE
III
TERMINATION
OF ENGAGEMENT
3.1
Term.
GSP’s engagement pursuant to this Agreement shall terminate on the earliest to
occur of the following:
| 3.1.1 |
September
30, 2009;
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| 3.1.2 |
upon
the death of Xxxx (“Death”);
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3.1.3
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upon
the delivery to GSP of written notice of termination by PEI if Xxxx
shall
suffer a physical or mental disability or illness which renders Xxxx,
in
the reasonable judgment of the Board, unable to perform his duties
and
obligations under this Agreement for either 60 consecutive days or
180
days in any 12-month period
(“Disability”);
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3.1.4
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upon
delivery to GSP of written notice of termination by PEI for Cause;
or
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3.1.5
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upon
the delivery to PEI from GSP of written notice of termination.
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3.2
Certain
Definitions. For purposes of this Agreement, the following terms shall have
the
following meanings:
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3.2.1
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“For
Cause” shall mean, in the context of a basis for termination of GSP’s
engagement by PEI, that:
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(a)
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GSP
or Xxxx is convicted of, or pleas nolo
contendere (no
contest) to, any crime (whether or not involving PEI) constituting
a
felony in the jurisdiction
involved;
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(b)
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GSP’s
or Xxxx’x willful misconduct in the performance of the duties
hereunder;
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(c)
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GSP’s
or Xxxx’x xxxxx negligence in the performance of its or his duties
hereunder or willful and repeated failure or refusal to perform such
duties as may be delegated to GSP by PEI;
or
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| (d) |
GSP
and/or Xxxx is in material breach of this
Agreement.
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With
respect to subsections 3.2.1(a), (b) and (c), PEI shall provide written notice
to GSP and Xxxx of any such event with exact details of the claimed event,
and
GSP and Xxxx shall have thirty (30) calendar days from the date of receipt
of
such written notice to prove such claim to be in error or to cure any such
event
and to meet with the Board for that purpose.
3.3
“Good
Reason” giving rise to GSP’s right to terminate this Agreement means if GSP
claims that PEI has materially breached this Agreement, or has committed
material fraud. “Good Reason” shall also include the failure of PEI to pay any
sums due and owing to GSP or Xxxx or the suspension of business operations
of
PEI. GSP shall have first provided written notice to PEI of any such claimed
material breach or commission with exact details of the claimed material breach
and PEI shall have had thirty (30) days from the date of receipt of such written
notice to prove such claim to be in error or to cure any such breach; if
curable, and in the event PEI does so cure such breach within said thirty (30)
days, such claimed breach shall not constitute Good Reason or a breach of this
Agreement.
3.3.1 Effect
of
Termination.
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(a)
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In
the event that this Agreement is terminated by PEI without Cause
or by
Xxxx for Good Reason, Xxxx shall be entitled to any unpaid Base Salary
for
the remaining period through September 30, 2009, to Xxxx, all to
be
promptly paid in one lump sum.
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(b)
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In
the event this Agreement is terminated by GSP or Xxxx pursuant to
3.1.5,
neither will receive further compensation for the remaining period
through
September 30, 2009.
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(c)
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Xxxx
shall have no obligation to offset any payments he receives from
PEI
following the termination of this Agreement by any payments he receives
from a subsequent employer.
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3.4
Change
in
Control. In the event of a “Change in Control,” as defined below, (I) GSP shall
have the right to terminate this Agreement, (ii) all PEI Shares granted to
Xxxx
shall be fully vested, and (iii) upon GSP’s written notice to PEI of its intent
to terminate, this Agreement will be terminated 14 days after receipt of such
notice and PEI and GSP shall have no further obligation or duties to each other,
except as provided in Articles III, IV and V.
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3.4.1
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For
purposes of this Agreement a “Change in Control” shall mean and be
determined to have occurred if (A) any person (“Person”) (as such term is
used in Sections 13(d) and 14(d) of the Securities and Exchange Act
of
1934, as amended) (the “Exchange Act”) is or becomes the beneficial owner
(“Beneficial Owner”) (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of PEI representing
more than fifty percent (50 %) of the combined voting power of the
then
outstanding securities of PEI; (B) the sale or other disposition
by merger
or business combination of all or substantially all the assets of
PEI in a
single or series of related transactions; (C) during any period of
two (2)
years, a majority of the members of the Board is replaced by directors
who
were not nominated and approved by the Board; or (D) PEI is combined
with
or acquired by another company and the Board shall have determined,
either
before such event or thereafter, by resolution, that a Change in
Control
will occur or has occurred.
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ARTICLE
IV
INVENTIONS
AND TRADEMARK; CONFIDENTIAL INFORMATION;
NONDISCLOSURE;
UNFAIR COMPETITION; CONFLICT OF INTEREST
4.1
Inventions
and Trademark. All ideas, inventions, trademarks, proprietary information,
know-how, processes and other developments or improvements developed by GSP,
alone or with others, during the Term, that are within the scope of PEI’s
business operations or that relate to PEI’s work or projects, are the exclusive
property of PEI. In that regard, GSP and Xxxx agree to disclose promptly to
PEI
any and all inventions, discoveries, trademarks, proprietary information,
know-how, processes or improvements, patentable or otherwise, that it and/or
he
may make from the beginning of GSP’s engagement until the termination thereof,
that relate to the business of PEI, whether such is made solely or jointly
with
others. GSP and Xxxx further agree that, during the Term, it and he will provide
PEI with a reasonable level of assistance, at PEI’s sole option and expense, to
obtain patents in the United States of America, or elsewhere on any such ideas,
inventions, trademarks and other developments, and agrees to execute all
documents necessary to obtain such patents in the name of PEI.
4.2
Confidential
Information. GSP, PEI, and Xxxx shall hold and keep confidential for the benefit
of PEI all secret or confidential information, files, documents other media
in
which confidential information is contained, knowledge or data (collectively
the
“Confidential Information”) relating to PEI or any of its affiliated companies,
and their respective businesses, which shall have been obtained by GSP and/or
Xxxx during GSP’s engagement by PEI or any of its affiliated companies.
Confidential Information does not include information that is already public
knowledge at the time of disclosure (other than by acts by GSP or its
representatives in violation of this Agreement) or that is provided to GSP
by a
third party without an obligation with PEI to maintain the confidentiality
of
such information. After termination of GSP’s engagement with PEI, neither GSP
nor Xxxx shall, without the prior written consent of PEI, or as may otherwise
be
required by law or legal process, communicate or divulge any Confidential
Information to anyone other than PEI and those designated by it. GSP and Xxxx
shall acknowledge that all confidential documents are and shall remain the
sole
and exclusive property of PEI regardless of who originally acquired the
confidential documents. GSP and Xxxx agree to return to PEI promptly upon the
expiration or termination of GSP’s engagement or at any other time when
requested by PEI, any and all property of PEI, including, but not limited to,
all confidential documents and copies thereof in his possession or control.
Any
loss resulting from a breach of the foregoing obligations by GSP and Xxxx to
protect the Confidential Information could not be reasonably or adequately
compensated in damages in an action at law. Therefore, in addition to other
remedies provided by law or this Agreement, PEI shall have the right to obtain
injunctive relief, in the appropriate court, at any time, against the
dissemination by GSP and/or Xxxx of the Confidential Information, or the use
of
such information by GSP and/or Xxxx in violation hereof.
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4.2.1
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Restriction
on Use of Confidential/Trade Secret Information. GSP and Xxxx agree
that
their use of confidential/trade secret information is subject to
the
following restrictions for an indefinite period of time so long as
the
confidential/trade secret information has not become generally known
to
the public:
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(a)
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Non-Disclosure.
GSP and Xxxx agree that they will not publish or disclose, or allow
to be
published or disclosed, confidential/trade secret information to
any
person without the prior written authorization of PEI unless pursuant
to
GSP’s job duties to PEI under this
Agreement.
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(b)
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Non-Removal/Surrender.
GSP and Xxxx agree that they will not remove any confidential/trade
secret
information from the offices of PEI or the premises of any facility
in
which PEI is performing services, except pursuant to its duties under
this
Agreement. GSP and Xxxx further agree that they shall surrender to
PEI all
documents and materials in its possession or control which contain
confidential/trade secret information and which are the property
of PEI
upon the termination of this Agreement, and that it shall not thereafter
retain any copies of any such
materials.
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4.2.2
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Non-Solicitation
of Customers/Prohibition Against Unfair Competition. GSP and Xxxx
agree
that at no time after its engagement by PEI will either of them engage
in
competition with PEI while making any use of PEI’s confidential/trade
secret information. GSP and Xxxx agree that they will not directly
or
indirectly accept or solicit, whether as an employee, independent
contractor or in any other capacity, the business of any customer
of PEI
with whom GSP worked or otherwise had access to PEI’s confidential/trade
secret information pertaining to its business with that customer
during
the last year of GSP’s engagement by
PEI.
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4.3
Non-Solicitation
During Engagement. GSP and Xxxx shall not during GSP’s engagement
inappropriately interfere with PEI’s business relationship with its customers or
suppliers or solicit any of the employees of PEI to leave the employ of
PEI.
4.4
Non-Solicitation
of GSPs. GSP and Xxxx agree that, for one year following the termination of
GSP’s engagement, neither shall, directly or indirectly, ask or encourage any of
PEI’s employees to leave their employment with PEI or solicit any of PEI’s
employees for employment, except for those employees currently employed by
Xxxx
or GSP who later become employed by PEI. This provision applies to Xxxxx Xxxx,
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxx.
4.5
Breach
of
Provisions. If the GSP or Xxxx breach any of the provisions of this Section
4,
or in the event that any such breach is threatened by either GSP or Xxxx, in
addition to and without limiting or waiving any other remedies available to
PEI
at law or in equity, PEI shall be entitled to immediate injunctive relief in
any
court, domestic or foreign, having the capacity to grant such relief, to
restrain any such breach or threatened breach and to enforce the provisions
of
this Section 5.
4.6
Reasonable
Restrictions. The parties acknowledge that the foregoing restrictions, as well
as the duration and the territorial scope thereof as set forth in this Section
5, are under all of the circumstances reasonable and necessary for the
protection of PEI and its business.
4.7
Definition.
For purposes of this Article V, the term “PEI” shall be deemed to include any
parent, Elite or affiliate of PEI.
ARTICLE
V
MISCELLANEOUS
5.1
Binding
Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective legal representatives, heirs,
distributees, successors and assigns. GSP may not assign any of its rights
and
obligations under this Agreement. PEI may assign its rights and obligations
under this Agreement to any successor entity.
5.2
Independent
Contractor: Limitation of Liability. GSP is an independent contractor to PEI,
and nothing herein shall be deemed to constitute GSP, Xxxx, or any of its/his
agents, as an employee or agent of PEI. GSP has no power or authority to bind
PEI, and shall not make any representation or statement that it has such
power.
5.3 Indemnification.
The
Company shall indemnify, defend and hold harmless GSP and Xxxx to the fullest
extent permitted by law from any and all actions, complaints, disputes,
arbitrations, investigations, guarantees, including but not limited to personal
guarantees of loans or any other obligation or any other guaranty or the like
signed by GSP and Xxxx on behalf of the Company, or any other proceedings of
any
kind whatsoever, or threats thereof (“Claims”) and any an all damages, losses,
expenses (including without limitation reasonable attorneys’ fees, disbursements
and other charges of counsel incurred by GSP and Xxxx and selected by Company)
or other liabilities, contingent or otherwise, of any kind whatsoever arising
from or relating to any aspect of GSP and Xxxx’x relationship with the Company
and/or with regard to any personal guaranty signed by GSP and Xxxx on behalf
of
the Company, and any current or future subsidiary or affiliates, the performance
of any of GSP and Xxxx’x duties hereunder, or otherwise arising from or relating
to an aspect of GSP and Xxxx’x relationship with the Company and any current or
future subsidiary or affiliates, the performance of any of the GSP and Xxxx’x
duties hereunder, or otherwise arising from or relating to any action or
inaction of GSP and Xxxx while serving as an office or director of the Company
or, if applicable, as an office or director of any other entity or as a
fiduciary of any benefit plan, including without limitation any personal
liability of any kind under any law, rule, regulation, agreement, or
understanding applicable to the Company and the persons who serve as officers
and directors of thereof or any subsidiary or affiliate thereof, in all cases
relating to matters occurring after October 3, 2006, during the Term or
thereafter unless a result of GSP and Xxxx’x xxxxx negligence or willful
misconduct. The Company shall cover the GSP and Xxxx under general liability
insurance, errors and omissions insurance (if any) and any other Company
insurance both during, and while potential liability exists, after the Term
in
the same amount and to the same extent as the Company covers its other officers
and directors and will make available to GSP and Xxxx any certificates
foregoing.
5.4
Notices.
Any notice provided for herein shall be in writing and shall be deemed to have
been given or made (a) when personally delivered or (b) when sent by telecopier
and confirmed within 48 hours by letter mailed or delivered to the party to
be
notified at its or his/hers address set forth herein; or three days after being
sent by registered or certified mail, return receipt requested, (or by
equivalent xxxxxxx with delivery documentation such as FEDEX or UPS) to the
address of the other party set forth or to such other address as may be
specified by notice given in accordance with this section 6.2:
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If
to PEI:
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00000
Xxxxxxxx Xxxxxxxxx, Xxxxx0000
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Xxx
Xxxxxxx, XX 00000
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Telephone:
(___) _____-______
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Facsimile:
(___) _____-______
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Attention:
Chief Executive Officer
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If
to Xxxx:
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Xxxx
Xxxx
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____________________________
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____________________________
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Telephone:
(___) _____-______
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Facsimile:
(___) _____-______
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If
to GSP:
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Xxxx
Xxxx Productions MMA, LLC
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____________________________
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____________________________
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Telephone:
(___) _____-______
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Facsimile:
(___) _____-______
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Attention:
Xxxx Xxxx
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5.5 Severability.
If any provision of this Agreement, or portion thereof, shall be
held
invalid or unenforceable by a Court of competent jurisdiction, such invalidity
or unenforceability shall attach only to such provision or portion thereof,
and
shall not in any manner affect or render invalid or unenforceable any other
provision of this Agreement or portion thereof, and this Agreement shall
be
carried out as if any such invalid or unenforceable provision or portion
thereof
were not contained herein. In addition, any such invalid or unenforceable
provision or portion thereof shall be deemed, without further action on the
part
of the parties hereto, modified, amended or limited to the extent necessary
to
render the same valid and enforceable.
5.6
Business
Expenses. PEI shall provide Xxxx with a maximum of $9900 per month as a housing
allowance through October 31, 2008 in the Los Angeles area. PEI shall reimburse
Xxxx for reasonable business expenses upon presentation of proper receipts,
expense vouchers, statements or such other supporting information as the PEI
may
require..
5.7
Waiver.
No waiver by a party hereto of a breach or default hereunder by the other party
shall be considered valid, unless expressed in a writing signed by such first
party, and no such waiver shall be deemed a waiver of any subsequent breach
or
default of the same or any other nature.
5.8
Entire
Agreement. This Agreement sets forth the entire agreement between the Parties
with respect to the subject matter hereof, and supersedes any and all prior
agreements between the parties, whether written or oral, relating to any or
all
matters covered by and contained or otherwise dealt with in this Agreement.
This
Agreement does not constitute a commitment of PEI with regard to GSP’s
engagement, express or implied, other than to the extent expressly provided
for
herein.
5.9
Amendment.
No modification, change or amendment of this Agreement or any of its provisions
shall be valid, unless in writing and signed by the party against whom such
claimed modification, change or amendment is sought to be enforced.
5.10
Authority.
The Parties each represent and warrant that it or he has the power, authority
and right to enter into this Agreement and to carry out and perform the terms,
covenants and conditions hereof.
5.11
Attorneys’
Fees. If either party hereto commences an arbitration or other action against
the other party to enforce any of the terms hereof or because of the breach
by
such other party of any of the terms hereof, the prevailing party shall be
entitled, in addition to any other relief granted, to all actual out-of-pocket
costs and expenses incurred by such prevailing party in connection with such
action, including, without limitation, all reasonable attorneys’ fees, and a
right to such costs and expenses shall be deemed to have accrued upon the
commencement of such action and shall be enforceable whether or not such action
is prosecuted to judgment.
5.12
Titles.
The titles of the sections of this Agreement are inserted merely for
convenience
and ease of reference and shall not affect or modify the meaning of any of
the
terms, covenants or conditions of this Agreement.
5.13
Applicable
Law; Choice of Forum. This Agreement, and all of the rights and obligations
of
the parties shall be governed by and construed in accordance with the
substantive laws of the State of California without giving effect to principles
relating to conflicts of law.
5.14
Arbitration.
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5.14.1
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Scope.
To the fullest extent permitted by law, GSP and PEI agree to the
binding
arbitration of any and all controversies, claims or disputes between
them
arising out of or in any way related to this Agreement and any disputes
upon termination of engagement, including but not limited to breach
of
contract, tort, discrimination, harassment, wrongful termination,
demotion, discipline, failure to accommodate, family and medical
leave,
compensation or benefits claims, constitutional claims; and any claims
for
violation of any local, state or federal law, statute, regulation
or
ordinance or common law. For the purpose of this agreement to arbitrate,
references to “PEI” include all parent, Elite or related entities and
their GSPs, supervisors, officers, directors, agents, pension or
benefit
plans, pension or benefit plan sponsors, fiduciaries, administrators,
affiliates and all successors and assigns of any of them, and this
agreement to arbitrate shall apply to them to the extent GSP and
Xxxx’x
claims arise out of or relate to their actions on behalf of
PEI.
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5.14.2
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Arbitration
Procedure. To commence any such arbitration proceeding, the party
commencing the arbitration must provide the other party with written
notice of any and all claims forming the basis of such right in sufficient
detail to inform the other party of the substance of such claims.
In no
event shall this notice for arbitration be made after the date when
institution of legal or equitable proceedings based on such claims
would
be barred by the applicable
statute of limitations. The arbitration will be conducted in Los
Angeles,
California, by a single neutral arbitrator and in accordance with
the
then-current rules for resolution of the American Arbitration Association
(“AAA”). The Arbitrator is to be selected by the mutual agreement of the
Parties. If the Parties cannot agree, the Superior Court will select
the
arbitrator. The parties are entitled to representation by an attorney
or
other representative of their choosing. The arbitrator shall have
the
power to enter any award that could be entered by a judge of the
trial
Court of the State of California, and only such power, and shall
follow
the law. The award shall be binding and the Parties agree to abide
by and
perform any award rendered by the arbitrator. The arbitrator shall
issue
the award in writing and therein state the essential findings and
conclusions on which the award is based. Judgment on the award may
be
entered in any Court having jurisdiction thereof. PEI shall bear
the costs
of the arbitration filing and hearing fees and the cost of the
arbitrator.
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5.15
This
Agreement shall not be terminated by any voluntary or involuntary dissolution
of PEI resulting from either a merger or consolidation in which PEI is not
the
consolidated or surviving corporation, or a transfer of all or substantially
all
of the assets of PEI. In the event of any such merger or consolidation or
transfer of assets, GSP’s rights, benefits and obligations hereunder shall be
assigned to the surviving or resulting corporation or the transferee of PEI’s
assets.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
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Xxxx
Xxxx Productions MMA, LLC
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By:
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/s/Xxxx
Xxxx
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Name:
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Xxxx
Xxxx
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Title:
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President
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/s/Xxxx
Xxxx
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Xxxx
Xxxx
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ProElite,
Inc. a New Jersey corporation
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By:
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/s/
Xxxxxxx Xxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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