December 30, 2003
Xxxxx & Steers Capital Advisors, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Placement of Securities of Kramont Realty Trust
Dear Sirs:
This letter (the "Agreement") confirms our agreement to retain Xxxxx
& Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent
for a period commencing on the date of this letter and terminating on January
15, 2004, unless extended by the parties, to introduce Kramont Realty Trust, a
Maryland real estate investment trust (the "Company"), to certain investors as
prospective purchasers (the "Offer") of up to 2,400,000 shares of beneficial
interest of the Company's 8.25% Series E Cumulative Redeemable Preferred Shares,
par value $0.01 per share (the "Securities") (assuming the maximum number of
Securities is issued and sold). The engagement described herein (i) may be
terminated by the Company at any time prior to the Closing (as defined below)
and (ii) shall be in accordance with applicable laws and pursuant to the
following procedures and terms and conditions:
1. The Company will:
(a) Cause the Company's independent public accountants to address to
the Company and the Placement Agent and deliver to the Company, the
Placement Agent and the Purchasers (as such term is defined in the
Purchase Agreement dated the date hereof between the Company and the
purchasers party thereto (the "Purchase Agreement")) (i) a letter or
letters (which letters are frequently referred to as "comfort letters")
dated the date hereof, and (ii) if so requested by the Placement Agent, a
"bring-down" letter delivered the date on which the sale of Securities is
consummated pursuant to the Purchase Agreement (as defined below) (such
date, the "Closing Date" and the time of such consummation on any such
Closing Date, a "Closing"), which, with respect to the letter referred to
in clause (i) above, will be substantially in the form attached hereto as
Annex I, and with respect to the letter or letters referred to in clause
(ii) above, will be in form and substance reasonably satisfactory to the
Placement Agent.
(b) On the Closing Date, cause outside counsel to the Company to
deliver opinions to the Placement Agent and the Purchasers substantially
in the form of Xxxxx XX and Xxxxx XXX hereto, and cause the general
counsel of the Company to deliver opinions to the Placement Agent and the
Purchasers substantially in the form of Annex IV hereto.
(c) As soon as practicable after the Closing, subject to the
Purchasers' (as defined in the Purchase Agreement) ownership satisfying
the distribution requirements for listing, apply for listing the
Securities for trading on the New York Stock Exchange, Inc. ("NYSE") and
will use its reasonable best efforts to obtain approval from the NYSE with
respect to such listing as soon as reasonably practicable within 30 days
after the Closing
Date and, if such approval is not obtained within 30 days, to continue to
use its reasonable best efforts to obtain such approval as soon as
practicable thereafter.
(d) Prior to the Closing, the Company shall not sell or approve the
solicitation of offers for the purchase of additional Securities in excess
of the amount which shall be authorized by the Company or in excess of the
aggregate offering price of the Securities registered pursuant to the
Registration Statement (as defined below).
(e) Use the proceeds of the offering contemplated hereby as set
forth under the caption "Use of Proceeds" in the Prospectus Supplement (as
defined below).
2. The Company authorizes the Placement Agent to use the Prospectus
(as defined below) in connection with the Offer for such period of time as any
such materials are required by law to be delivered in connection therewith and
the Placement Agent agrees to do so.
3. (a) The Placement Agent will use reasonable efforts on behalf of
the Company in connection with the Placement Agent's services hereunder. No
offers or sales of Securities shall be made to any person without the prior
approval of such person by the Company, such approval to be at the reasonable
discretion of the Company. The Placement Agent's aggregate fee for its services
hereunder will be an amount equal to 2.0% of the gross proceeds of the Offering
up to $1,200,000. Such fee shall be payable by the Company at and subject to the
consummation of the Closing. The Company, upon consultation with the Placement
Agent, may establish in the Company's discretion a minimum aggregate amount of
Securities to be sold in the offering contemplated hereby, which minimum
aggregate amount shall be reflected in the Prospectus. The Placement Agent will
not enter into any agreement or arrangement with any broker, dealer or other
person in connection with the placement of Securities (collectively,
"participating person(s)") which will obligate the Company to pay additional
fees or expenses to or on behalf of a participating person without the prior
written consent of the Company, it being understood that Xxxxxxxx & Company will
be acting as settlement agent ("Settlement Agent") in connection with the Offer
and the Company will pay the fees and expenses of the Settlement Agent in
connection therewith.
(b) Subject to the provisions of the last sentence of this Section
3(b), the Company agrees that it will pay its own costs and expenses incident to
the performance of the obligations hereunder whether or not any Securities are
offered or sold pursuant to the Offer, including, without limitation, (i) the
filing fees and expenses, if any, incurred with respect to any filing with the
NYSE, (ii) all costs and expenses incident to the preparation, issuance,
execution and delivery of the Securities, (iii) all costs and expenses
(including filing fees) incident to the preparation, printing and filing under
the Securities Act of 1933, as amended (the "Act"), of the Registration
Statement and the Prospectus, including, without limitation, in each case, all
exhibits, amendments and supplements thereto, (iv) all costs and expenses
incurred in connection with the required registration or qualification of the
Securities issuable under the laws of such jurisdictions as the Placement Agent
may reasonably designate, if any, (v) all costs and expenses incurred by the
Company in connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus and Registration Statement
(including, without limitation, any preliminary and supplemental blue sky
memoranda) including, without limitation, mail-
ing and shipping, (vi) all fees and expenses incurred in marketing the Offer and
(vii) the fees and disbursements of each counsel to the Company and BDO Xxxxxxx,
LLP, auditors to the Company. The Placement Agent shall pay its own expenses in
connection with the Offer, including, without limitation, the legal fees,
expenses and disbursements of the Placement Agent's counsel in connection with
the Offer. The Placement Agent shall, at the Closing or as soon as reasonably
practicable thereafter, pay to the persons or entities set forth on Schedule A
attached hereto the amounts set forth opposite their respective names on such
schedule as directed by the Company to cover certain expenses incurred in
connection with the Offering.
4. The Company and the Placement Agent hereby agree as follows:
(a) The Company will indemnify and hold harmless the Placement Agent
and each of its respective partners, directors, officers, associates,
affiliates, subsidiaries, employees, consultants, attorneys and agents,
and each person, if any, controlling the Placement Agent or any of its
affiliates within the meaning of either Section 15 of the Act or Section
20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against any and all losses, claims, damages, liabilities
or costs (and any reasonable legal or other expenses incurred by such
Placement Agent in investigating or defending the same or in giving
testimony or furnishing documents in response to a request of any
government agency or to a subpoena) in any way relating to, arising out of
or caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or in the Prospectus
or in any way relating to, arising out of or caused by any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Such indemnity
agreement shall not, however, apply to any such loss, claim, damage,
liability, cost or expense (i) if such statement or omission was made in
reliance upon or in conformity with information furnished in writing to
the Company by the Placement Agent or its affiliates or any of the
Purchasers, Investment Advisors or Broker-Dealers (as defined in the
Purchase Agreement) or their respective affiliates expressly for use in
the Prospectus Supplement, or (ii) which is held in a final judgment of a
court of competent jurisdiction (not subject to further appeal) to have
arisen out of the gross negligence or willful misconduct of the Placement
Agent or any indemnitee described in this paragraph 4(a).
(b) The Placement Agent will indemnify and hold harmless the Company
and each of its directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys, agents, and each person controlling the
Company or any of its affiliates within the meaning of either Section 15
of the Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages, liabilities, costs or expenses (and any
reasonable legal or other expenses incurred by such indemnitee in
investigating or defending the same or in giving testimony or furnishing
documents in response to a request of any government agency or to a
subpoena) (i) which are held in a final judgment of a court of competent
jurisdiction (not subject to further appeal) to have arisen out of the
gross negligence or willful misconduct of such Placement Agent or any of
its respective partners, directors, officers, associates, affiliates,
subsidiaries, employees, consultants, attorneys and agents, and each
person, if any, controlling the Placement Agent or any of its affili-
ates within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act or (ii) relating to, arising out of or caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus Supplement or in any way relating to, arising out of or caused
by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, if such statement or omission was made in reliance upon or in
conformity with information furnished in writing to the Company by the
Placement Agent or its affiliates or any if the Purchasers, Investment
Advisors or Broker-Dealers or their respective affiliates expressly for
use in the Prospectus Supplement, or (iii) which result from violations by
the Placement Agent of law or of requirements, rules or regulations of
federal or state securities regulators, self-regulatory associations or
organizations in the securities industry, stock exchanges or organizations
with similar functions or responsibilities with respect to securities
brokers or dealers, as determined by a court of competent jurisdiction or
applicable federal or state securities regulators, self-regulatory
associations or organizations in the securities industry or stock
exchanges or organizations, as applicable.
(c) If any action, proceeding or investigation is commenced as to
which any indemnified party hereunder proposes to demand indemnification
under this letter agreement, such indemnified party will notify the
indemnifying party with reasonable promptness. The indemnifying party
shall have the right to retain counsel of its own choice (which counsel
shall be reasonably satisfactory to the indemnified party) to represent it
and such counsel shall, to the extent consistent with its professional
responsibilities, cooperate with the indemnified party and any counsel
designated by the indemnified party. The indemnifying party will not be
liable under this letter agreement for any settlement of any claim against
the indemnified party made without the indemnifying party's written
consent.
In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to this paragraph 4 is made but it is found in a
final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Placement Agent, on the other hand, shall
contribute to the losses, claims, damages, liabilities or costs to which the
indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees
actually paid by the Company and received by the Placement Agent pursuant to
this Agreement), and also the relative fault of the Company, on the one hand,
and the Placement Agent, on the other hand, in connection with the statements,
acts or omissions which resulted in such losses, claims, damages, liabilities or
costs, and the relevant equitable considerations shall also be considered. No
person found liable for a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
is not also found liable for such fraudulent misrepresentation. Notwithstanding
the foregoing, the Placement Agent shall not be obligated to contribute any
amount hereunder that exceeds the fees received by the Placement Agent in
respect to the offering and sale of the Securities.
5. The Company represents and warrants to the Placement Agent as of
the date hereof and as of the Closing Date as follows:
(a) The Company meets the requirements for use of Form S-3 under the
Act. The Company's Registration Statement (as defined below) was declared
effective by the SEC (as defined below) and the Company has filed such
post-effective amendments thereto as may be required prior to the
execution of this Agreement and each such post-effective amendment became
effective. The SEC has not issued, and to the Company's knowledge, the SEC
does not intend nor has it threatened to issue, a stop order with respect
to the Registration Statement, nor has it otherwise suspended or withdrawn
the effectiveness of the Registration Statement, either temporarily or
permanently, nor, to the Company's knowledge, does it intend or has it
threatened to do so. On the effective date, (i) the Registration Statement
complied in all material respects with the requirements of the Act and the
rules and regulations promulgated under the Act (the "Regulations"); at
the effective date the Basic Prospectus (as defined below) complied, and
at the Closing the Prospectus will comply, in all material respects with
the requirements of the Act and the Regulations; and (ii) the Registration
Statement at the effective date and as amended or supplemented on the date
hereof and on the Closing Date did not, does not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; and the Prospectus as of any such time, did not, does not
and will not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties in
this subsection shall not apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished to the Company in writing by (i) the
Placement Agent or its affiliates or (ii) by or on behalf of any of the
Purchasers, Investment Advisors or Broker-Dealers or any of their
respective affiliates, in each case, expressly for use therein. As used in
this Agreement, the term "Registration Statement" means the "shelf"
registration statement on Form S-3 (File No. 333-85424) as declared
effective by the Securities and Exchange Commission (the "SEC"), including
exhibits, financial statements, schedules and documents incorporated by
reference therein. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus Supplement"
means the prospectus supplement specifically relating to the Securities as
filed with the SEC pursuant to Rule 424 under the Act in connection with
the sale of the Securities. The term "Prospectus" means the Basic
Prospectus and the Prospectus Supplement. Any reference in this Agreement
to the Registration Statement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein as of the
date hereof or the date of the Prospectus, as the case may be, and any
reference herein to any amendment or supplement to the Registration
Statement or the Prospectus shall be deemed to refer to and include any
documents filed after such date and through the date of such amendment or
supplement under the Exchange Act and so incorporated by reference.
(b) Since the date as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein, (A) there has been no mate-
rial adverse change or any development involving a prospective material
adverse change in or affecting the condition, financial or otherwise, or
in the earnings, business affairs or business prospects of the Company and
the subsidiaries of the Company, if any (the "Subsidiaries") considered as
one enterprise, whether or not arising in the ordinary course of business,
(B) there have been no transactions entered into by the Company or any of
its Subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company and its Subsidiaries
considered as one enterprise, and (C) other than regular quarterly
dividends, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its shares of
beneficial interest except that following the Closing it is expected that
the Company will call for redemption and declare a "Redemption Date" for
its outstanding Series D Preferred Shares and in connection therewith will
declare and set aside for payment dividends equal to the accrued and
unpaid dividends through the Redemption Date on the Company's Series D
Preferred Shares and the Company's Series B-1 Preferred Shares.
(c) The Company has been duly organized as a real estate investment
trust and is validly existing in good standing under the laws of the State
of Maryland. Each of the Subsidiaries of the Company has been duly
organized and is validly existing in good standing under the laws of its
jurisdiction of organization. Each of the Company and its Subsidiaries has
the required power and authority to own and lease its properties and to
conduct its business as described in the Prospectus; and each of the
Company and its Subsidiaries is duly qualified to transact business in
each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise.
(d) As of the date hereof, the authorized capital stock of the
Company consisted of 94,283,845 common shares and 5,716,155 preferred
shares of beneficial interest, par value $.01 per share, of which
23,994,925 common shares of beneficial interest, 1,183,240 9.75% Series
B-1 Cumulative Convertible Preferred Shares and 1,653,200 Series D
Cumulative Redeemable Preferred Shares ("Series D Preferred Shares") are
issued and outstanding as of such date (without giving effect to any
preferred shares of beneficial interest issued or to be issued as
contemplated by this Agreement or the application of the proceeds of the
offering contemplated hereby) and 2,400,000 8.25% Series E Cumulative
Redeemable Preferred Shares are authorized and unissued. The issued and
outstanding shares of beneficial interest of the Company have been duly
authorized and validly issued and are fully paid and non-assessable; the
Securities have been duly authorized, and when issued in accordance with
the terms of the Articles Supplementary (as defined below) and delivered
as contemplated hereby, will be validly issued, fully paid and
non-assessable; the Securities and the shares of beneficial interest of
the Company conform to all statements relating thereto contained in the
Prospectus; and the issuance of the Securities is not subject to
preemptive or other similar rights.
(e) Neither the Company nor any of its Subsidiaries is in violation
of its organizational documents or in default in the performance or
observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument or
agreement to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or
assets of the Company or any of its Subsidiaries is subject where such
violation or default would have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as one
enterprise; and the execution, delivery and performance of this Agreement,
the execution and filing of the Articles Supplementary of the Company
relating to the Securities (the "Articles Supplementary"), and the
issuance and delivery of the Securities and the consummation of the
transactions contemplated herein have been duly authorized by all
necessary action and will not conflict with or constitute a material
breach of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company
or any of its Subsidiaries pursuant to, any contract, indenture, mortgage,
loan agreement, note, lease or other instrument or agreement to which the
Company or any of its Subsidiaries is a party or by which it or any of
them may be bound, or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, nor will any such action
result in any violation of the provisions of the Amended and Restated
Declaration of Trust, as supplemented by the Articles Supplementary,
by-laws or other organizational documents of the Company or any of its
Subsidiaries or any applicable law, administrative regulation or
administrative or court decree.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing, operates
in a manner that qualifies it as a "real estate investment trust" under
the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder and will be so qualified after giving effect to the
sale of the Securities.
(g) The Company is not required to be registered under the
Investment Company Act of 1940, as amended.
(h) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened or contemplated, against or affecting
the Company or any of its Subsidiaries, which is required to be disclosed
in the Prospectus (other than as disclosed therein), or which might result
in any material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the Company
and its Subsidiaries considered as one enterprise, or which might
materially and adversely affect their respective property or assets or
which might materially and adversely affect the consummation of this
Agreement; all pending legal or governmental proceedings to which the
Company or any of its Subsidiaries is a party or of which any of their
respective property or assets is the subject which are not described in
the Prospectus, including ordinary routine litigation incidental to its
business, are, considered in the aggregate, not material to the business
of the Company and its Subsidiaries considered as one enterprise.
(i) No authorization, approval or consent of any court or United
States federal or state governmental authority or agency is necessary in
connection with the sale of the Securities as contemplated hereunder,
except such as may be required under the Act or the Regulations or state
securities laws or real estate syndication laws.
(j) The Company and its Subsidiaries possess such material
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct the
business now conducted by them, and neither the Company nor any of its
Subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit
which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company and its Subsidiaries considered as one
enterprise, nor, to the knowledge of the Company, are any such proceedings
threatened or contemplated.
(k) The Company has full power and authority to enter into this
Agreement, and this Agreement has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and binding
agreement of the Company, enforceable against the Company in accordance
with its terms except as may be limited by (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
or affecting the rights or remedies of creditors or (ii) the effect of
general principles of equity, whether enforcement is considered in a
proceeding in equity or at law and the discretion of the court before
which any proceeding therefor may be brought (collectively, the
"Enforceability Exceptions").
(l) The Articles Supplementary, and the filing of the Articles
Supplementary with the State Department of Assessments and Taxation of
Maryland on behalf of the Company, have each been duly authorized by the
Company, the Articles Supplementary have been filed with the State
Department of Assessments and Taxation of Maryland on behalf of the
Company and constitute a valid and legally binding supplement to the
Amended and Restated Declaration of Trust of the Company enforceable
against the Company in accordance with its terms, except as enforceability
may be limited by the Enforceability Exceptions.
(m) As of the dates set forth therein or incorporated by reference,
the Company had good and marketable title to all of the properties and
assets reflected in the audited financial statements contained in the
Prospectus, subject to no lien, mortgage, pledge or encumbrance of any
kind except those reflected in such financial statements (or as otherwise
described in the Prospectus) or which are not material or which constitute
customary provisions of mortgage loans secured by the Company's properties
creating obligations of the Company with respect to proceeds of the
properties, environmental liabilities and other customary protections for
the mortgagees.
(n) The Company has good and marketable title to all of the
properties and assets reflected in the audited financial statements
contained in the Prospectus, subject to no
lien, mortgage, pledge or encumbrance of any kind except those reflected
in such financial statements (or as otherwise described in the Prospectus)
or which are not material or which constitute customary provisions of
mortgage loans secured by the Company's properties creating obligations of
the Company with respect to proceeds of the properties, environmental
liabilities and other customary protections for the mortgagees.
(o) Any certificate signed by any officer of the Company and
delivered to the Placement Agent or to counsel for the Placement Agent
shall be deemed a representation and warranty by the Company to the
Placement Agent as to the matters covered thereby.
(p) Neither the issuance, sale and delivery of the Securities nor
the application of the proceeds thereof by the Company as described in the
Prospectus will cause the Company to violate or be in violation of
Regulation T, U or X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board of Governors.
(q) The statements set forth in the Basic Prospectus under the
caption "Description of Shares -- Preferred Shares" and the statements set
forth in the Prospectus Supplement under the caption "Description of the
Series E Preferred Shares," in each case, in so far as such statements
purport to summarize provisions of laws or documents referred to therein,
are correct in all material respects and fairly present the information
required to be shown therein.
6. The Placement Agent represents and warrants to the Company that
(i) it is registered as a broker-dealer under the Exchange Act and licensed or
otherwise qualified to do business as a broker-dealer in all states in which it
will offer any Securities pursuant to this Agreement, (ii) assuming compliance
by the Company with all relevant provisions of the Act in connection with the
Prospectus, the Placement Agent will conduct all offers and sales of the
Securities in compliance with the relevant provisions of the Act and the
Regulations and various state securities laws and regulations, (iii) the
Placement Agent will only act as agent in those jurisdictions in which it is
authorized to do so and (iv) the Placement Agent will not distribute to any
Purchaser, Investment Advisor or Broker-Dealer any written material relating to
the offering contemplated hereby other than the Registration Statement or the
Prospectus.
7. This Agreement shall be governed by the laws of the State of New
York governing contracts made and to be performed in such State without giving
effect to principles of conflicts of law.
8. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.
If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.
Sincerely,
KRAMONT REALTY TRUST
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
Accepted by:
XXXXX & STEERS CAPITAL ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
