COMMON STOCK RESALE AND RIGHT
OF FIRST REFUSAL AGREEMENT
This Common Stock Resale and Right of First Refusal Agreement
("the Resale Agreement") is made this 13th day of August, 1997 by
and among X.X. Xxxxx ("Xxxxx"), Xxx Xxxx ("Page"), J. Xxxx
Xxxxxxxxxxx ("Xxxxxxxxxxx"), and Xxxx Xxxxxx (collectively "SPHN")
and Xxxxxxxx Xxxxxxxx-Xxxxx ("Xxxxxxxx").
WHEREAS, concurrent with the date hereof, Xxxxx, Xxxx,
Xxxxxxxxxxx and Xxxxxx are purchasing certain shares of the common
stock, par value $.01 per share, of Innovo Group Inc.("IGI")
pursuant to a Stock Purchase Agreement (the "Acquisition
Agreement"); and
WHEREAS, Xxxxxxxx has previously acquired 4 million shares of
IGI common stock ("the Award Shares") as the result of her exercise
of a stock purchase right awarded to her by IGI in February, 1997;
and
WHEREAS, as a condition to the purchase referred to in the
Acquisition Agreement, SPHN has requested to obtain from Xxxxxxxx
certain restrictions on the resale of the Award Shares and certain
rights to purchase the Award Shares; and
WHEREAS, Xxxxxxxx, as an inducement to the purchase referred
to in the third preceding paragraph, is willing on the terms and
conditions set forth herein to grant to SPHN and to IGI (which is
deemed an intended third party beneficiary of this Resale
Agreement) certain restrictions on the resale of the Award Shares
and certain rights to purchase the Award Shares;
NOW, THEREFORE, SPHN and Xxxxxxxx agree as follows:
Agreement
1. Restriction on Resale of Award Shares. Xxxxxxxx hereby
agrees that until the later of (i) ninety (90) days following the
date of termination of Xxxxxxxx'x employment or other affiliation
(other than an affiliation resulting merely from her ownership of
shares of common stock) with the Company or (ii) one year from the
date hereof, she will not offer for sale or sell any of the Award
Shares without obtaining as to each offer and sale the written
permission of SPHN; provided, however, that this restriction shall
not apply to:
(a) offers and sales of the Award Shares up to an
aggregate of 500,000 Award Shares during each six month period
commencing with the six month period that begins on the first
anniversary of this Resale Agreement:
(b) offers and sales affected through privately
negotiated transactions, provided, that the purchaser in such
privately negotiated transaction agrees, with respect to any Award
Shares acquired in such transaction, to be bound by the terms of
this Resale Agreement (including an allocation of such portion of
the 500,000 share limitation set forth in Section 1(a) as Xxxxxxxx
and such purchaser may agree to, between themselves, in the
negotiation of such transaction) for the remaining term of this
Resale Agreement (a "Private Sale"); and
(c) a sale of the any of the Award Shares in response to
an offer made generally to all stockholders of IGI in connection
with a proposed or intended acquisition of a controlling interest
in IGI ("a Merger Offer").
2. Right of First Refusal on Purchase of Award Shares.
Xxxxxxxx hereby grants, first to SPHN and then to IGI, the right
("the Right") to purchase any of the Award Shares that she offers
or intends to offer for sale other than pursuant to a Merger Offer.
The Right shall entitle SPHN first, and then IGI to the extent the
Right is not exercised by SPHN, to purchase Award Shares, when and
if Award Shares are offered by Xxxxxxxx, on the following terms
("the First Refusal Price"):
(a) With respect to any offer or sale which Xxxxxxxx
proposes to make ("a Proposed Sale") except for a Proposed Sale
which is a Private Sale or is in response to a Merger Offer, the
First Refusal Price shall be a per share price equal to the average
closing sale price, as reported on the NASDAQ SmallCap market or on
such other market of exchange as at that time may be the primary
trading market for the IGI common stock, for the five trading days
that follow the receipt by SPHN of the notice of Proposed Sale
("the Proposed Sale Notice") delivered to SPHN by Xxxxxxxx pursuant
to Section 3(a) below; and
(b) With respect to a Proposed Sale that is a Private
Sale, the First Refusal Price shall be the lesser of (i) the price
set forth in Section 2(a) above, or (ii) the price contained in the
Proposed Sale Notice.
3. Notice of Proposed Sale; Exercise of the Right.
(a) At any time as Xxxxxxxx determines to offer and sell
any of the Award Shares (Xxxxxxxx having no obligation to so
determine), she shall first deliver to SPHN and to IGI a Proposed
Sale Notice. The Proposed Sale Notice shall be delivered to SPHN
not less than ten (10) business days before Xxxxxxxx proposes to
(i) place an order for the sale of any of the Award Shares, or (ii)
sell, in a Private Sale, any of the Award Shares. The Notice of
Proposed Sale shall set forth the number of Award Shares Xxxxxxxx
proposes to offer or sell ("the Offered Shares"), the manner (i.e.,
a market transaction or a private sale) in which Xxxxxxxx proposed
to sell the Offered Shares, the date on which Xxxxxxxx proposes to
offer or sell the Offered Shares, and, in the case of a Private
Sale, the identity of the proposed purchaser of the Offered Shares
and the per share price and other terms or conditions of the
Proposed Sale. If, at the time of the delivery of the Proposed Sale
Notice, the reoffer or resale of the Offered Shares is the subject
of an effective registration statement filed under the Securities
Act of 1933 ("xxx 0000 Xxx"), Xxxxxxxx shall also deliver to SPHN
the prospectus constituting a part of such registration statement.
In the case of a Private Sale, the proposed purchaser shall be a
bonafide purchaser, and the proposed price shall be made in an arms
length transaction.
(b) Within three (3) business days after the receipt of
the Proposed Sale Notice, SPHN and IGI shall deliver to Xxxxxxxx a
notice ("the Response Notice") indicating whether SPHN, first, and
then IGI elects to exercise the Right and the number of Offered
Shares each elects to purchase (the "Exercised Shares"). SPHN and
IGI may, in aggregate, exercise the Right: (i) for only all of the
Offered Shares in the case of a Proposed Sale that is a Private
Sale or in response to a Merger Offer; or (ii) for any number of
Offered Shares, up to the total number of Offered Shares, in the
case of any other type of proposed sale. The failure of SPHN or
IGI to deliver a Response Notice within the time period set forth
in this subsection (b) shall be deemed an election by SPHN or IGI
not to exercise the Right with respect to the Offered Shares.
(c) To the extent that SPHN and IGI indicate in the
Response Notice that they do not intend to exercise the Right with
respect to Offered Shares, Xxxxxxxx shall, upon receipt of the
Response Notice, be free to proceed with the Proposed Sale as
described in, or on terms essentially the same as described in, the
Proposed Sale Notice.
(d) To the extent SPHN and IGI elect to exercise the
Right with respect to Offered Shares, SPHN and IGI shall deliver to
Xxxxxxxx within ten (10) business days of the delivery of the
Response Notice payment for the Exercised Shares, at the First
Refusal Price, in immediately available funds in the form of a
cashier's check, wire transfer, or such other form of payment as
Xxxxxxxx may agree to, and Xxxxxxxx shall deliver to SPHN and IGI
certificates for the Exercised Shares, endorsed to SPHN or IGI as
to the number of Exercised Shares being purchased by each, together
with appropriate stock powers. The failure of SPHN or IGI to
deliver such payment within the time period set forth in this
subsection (d) shall be deemed a forfeiture of the Right with
respect to the Exercised Shares, and Xxxxxxxx shall be free to
proceed with the Proposed Sale of the Exercised Shares as described
in, or on terms essentially the same as described in, the Proposed
Sale Notice.
4. Restricted Securities. The Award Shares, to the extent
not the subject of an effective registrations statement, if offered
and sold, must be offered and sold in a transaction that is exempt
from registration under Sections 4(1) and /or 4(2) of the 1933 Act
(such shares referred to herein as the "Restricted Shares"). As a
result, the Restricted Shares will constitute "restricted
securities" as that term is defined under the 1933 Act.
Accordingly, the Restricted Shares may not be resold, in whole or
in part, unless they are the subject of registration under the 1933
Act and any applicable state securities laws, or there is available
an exemption from such registration. A legend, as follows, will be
placed on any certificate or certificates representing the
Restricted Shares:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION
4(2) OF THE 1933 ACT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES LAWS OF APPLICABLE STATES IN RELIANCE UPON APPLICABLE
EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF SUCH
STATES. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
ONLY AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD OR
TRANSFERRED, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE
RECOGNIZED BY THE COMPANY AS HAVING ANY INTEREST IN THESE SHARES,
IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT TO THE SHARES UNDER THE 1933 ACT AND APPLICABLE STATE
SECURITIES LAWS OR (ii) COMPLIANCE WITH APPLICABLE EXEMPTIONS FROM
REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES
LAWS. THE COMPANY MAY, IF IT DEEMS APPROPRIATE IN ITS SOLE
DISCRETION, REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT THE OFFER, SALE, HYPOTHECATION OR TRANSFER OF THESE
SHARES IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND
APPLICABLE STATE SECURITIES LAWS.
5. Representations and Warranties of SPHN.
Each of Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx represents as
to himself the following:
(a) Each of Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx have the
full power and authority to enter into this Resale Agreement and
have taken all action or will use their best efforts to take all
action, personal, corporate and otherwise, necessary to authorize
the execution, delivery and performance of this Resale Agreement,
the completion of the transaction contemplated hereby and the
execution and delivery on behalf of SPHN of any and all instruments
necessary or appropriate in order to effectuate fully the terms and
conditions of this Resale Agreement.
(b) No consent or approval of any court, governmental
agency or other public authority, or of any other person,
corporation or entity with any actual or alleged interest is
required as a condition to (i) the validity or enforceability of
this Resale Agreement of any other instruments to be executed by
SPHN to effectuate this Resale Agreement, or (ii) the completion or
validity of any of the transactions contemplated by this Resale
Agreement. This Resale Agreement has been properly executed and
delivered by SPHN and constitutes the valid and legally binding
agreement of SPHN and is enforceable against Xxxxx, Xxxx,
Xxxxxxxxxxx and Xxxxxx in accordance with its terms.
(c) No fees or commissions are payable by SPHN by virtue
or in connection with the transaction contemplated by this Resale
Agreement.
(d) Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx are purchasing
the Shares for their own respective accounts, with the intention of
holding such Shares for investment and not with the intention of
participating, directly or indirectly, in any resale or
distribution of the Shares.
(e) Each of Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx is an
"accredited investor" as that term is defined in Regulation D under
the 1933 Act and each of the Purchasers has (i) such knowledge and
experience in financial and business matters that he is capable of
evaluating the merits and risks of the investment in the Shares,
(ii) had such risk explained to him and has determined that such
investment is suitable in view of his financial circumstances and
available investment opportunities, (iii) sufficient net worth and
income to bear the economic risk of losing this entire investment,
and (iv) no current need for liquidity of the investment and no
reason to anticipate any change in his financial circumstances
which may cause or require any sale, transfer or other distribution
of the Shares.
(f) SPHN has received and carefully reviewed IGI's
Annual Report on Form 10-K for the year ended November 30, 1996,
its Quarterly Report on Form 10-Q for the period ended February 28,
1997, its Quarterly Report on Form 10-Q for the period ended May
31, 1997, its Form 8-K dated March 14, 1997, proxy statement as
filed March 5, 1997, and a statement of "Risk Factors" prepared by
IGI (the "Company Materials") and such additional IGI records and
information regarding historical and proposed operations as SPHN or
their advisers have requested. SPHN further understand that the
information provided by IGI to SPHN was compiled by IGI and has not
been independently reviewed or verified in any manner. Xxxxx,
Xxxx, Xxxxxxxxxxx and Xxxxxx have each had a reasonable opportunity
to ask questions of and receive answers from IGI concerning IGI and
all such questions, if any, have been answered to the full
satisfaction of SPHN. Except as set forth in the Company Materials
or in the representations and warranties contained in the
Acquisition Agreement, no representations or warranties have been
made to SPHN by IGI or any agent, employee or affiliate of IGI,
SPHN are relying only on the Company Materials and the results of
their own investigation in deciding to acquire any Restricted
Shares and no information from such investigation contradicts the
Company Materials in any material respect.
(g) Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx understand that
any Restricted Shares would be transferred to them in reliance on
specific exemptions from the registration requirements of Federal
and State securities laws and that Xxxxxxxx and IGI are relying
upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of each of Xxxxx,
Xxxx, Xxxxxxxxxxx and Xxxxxx set forth herein in order to determine
the applicability of such exemptions and the suitability of Xxxxx,
Xxxx, Xxxxxxxxxxx and Xxxxxx to acquire any Restricted Shares.
Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx further understand that the
transfer of any Restricted Shares will not have been the subject of
a registration statement filed under the 1933 Act, and as a result
will be "restricted securities" as that term is defined under the
1933 Act. Accordingly, any Restricted Shares may not be resold, in
whole or in part, unless they are the subject of registration under
the 1933 Act and any applicable state securities laws, or there is
available an exemption from such registration. A legend, as set
forth in Section 4 of this Resale Agreement, will be placed on any
certificate or certificates representing any Restricted Shares.
(h) Each of Xxxxx, Xxxx and Xxxxxxxxxxx represents that
he is a resident of the State of Tennessee. Xxxxxx represents that
he is a resident of the State of Georgia. Each of Xxxxx, Xxxx,
Xxxxxxxxxxx and Xxxxxx also agrees to cooperate in the filing of a
Form D by the Company and in compliance with the requirements of
Regulation D.
(i) All of the representations by Xxxxx, Xxxx,
Xxxxxxxxxxx and Xxxxxx set forth herein are true as of the date
hereof and shall be true as of the date any Restricted Shares are
acquired by any of them in a transfer contemplated by this Resale
Agreement.
6. Representations and Warranties of Xxxxxxxx.
(a) Xxxxxxxx has full power and authority to enter into
this Resale Agreement and has taken all action or will use her best
effor2ts to take all actions, personal, corporate and otherwise,
necessary to authorize the execution, delivery and performance of
this Resale Agreement, the completion of the transaction
contemplated hereby and the execution and delivery on behalf of
Xxxxxxxx of any and all instruments necessary or appropriate in
order to effectuate fully the terms and conditions of this Resale
Agreement. Upon delivery of the Exercised Shares, and the payment
therefore, good and clear title to the Exercised Shares will pass,
free and clear of all restrictions on transfer, liens,
encumbrances, security interests and claims whatsoever, to Xxxxx,
Xxxx, Xxxxxxxxxxx and Xxxxxx.
(b) No consent or approval of any court, governmental
agency or other public authority, or of any other person,
corporation or entity with any actual or alleged interest in
Xxxxxxxx is required as a condition to (i) the validity or
enforceability of this Resale Agreement of any other instruments to
be executed by Xxxxxxxx to effectuate this Resale Agreement, or
(ii) the completion or validity of any of the transactions
contemplated by this Resale Agreement. This Resale Agreement has
been properly executed and delivered by Xxxxxxxx, and constitutes
the valid and legally binding agreement of Xxxxxxxx and is
enforceable against Xxxxxxxx in accordance with its terms.
(c) Xxxxxxxx knows of no outstanding claims against
Xxxxxxxx for taxes which constitute a lien on the Award Shares
being offered or sold hereunder.
(d) No fees or commissions are payable by Xxxxxxxx by
virtue or in connection with the transaction contemplated by this
Resale Agreement.
(e) All of the representations by Xxxxxxxx set forth
herein are true as of the date hereof and shall be true as of the
date any Exercised Shares are acquired by any of Xxxxx, Xxxx,
Xxxxxxxxxxx and Xxxxxx in a transfer contemplated by this Resale
Agreement.
7. Indemnification. Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx and
Xxxxxxxx (each being an "Indemnifying Party") agrees to indemnify
and hold harmless each other Party, and its heirs, executors,
administrators, assigns, agents and affiliates, as the case may be,
from and against any and all losses, damages, liabilities, costs
and expenses ("Losses") sustained or incurred as a proximate and
foreseeable result of the breach by the Indemnifying Party of, or
any misrepresentation or inaccuracy contained in, any
representation, warranty or covenant made by the Indemnifying Party
herein. The Indemnifying Party shall pay such Losses within 30
days after the receipt of demand for payment., assigns, agents and
affiliates, as the case may be, from and against any and all
losses, damages, liabilities, costs and expenses ("Losses")
sustained or incurred as a proximate and foreseeable result of the
breach by the Indemnifying Party of, or any misrepresentation or
inaccuracy contained in, any representation, warranty or covenant
made by the Indemnifying Party herein. The Indemnifying Party
shall pay such Losses within 30 days after the receipt of demand
for payment.
8. Arbitration. Each Party agrees that any controversy or
claim by it against another Party arising directly or indirectly
out of this Resale Agreement including, without limitation, claims
for breach of contract, breach of warranty, claims arising from the
purchase or sale of Shares, or claims for fraud, whether due to
false representations or failure to disclose, shall be submitted to
arbitration pursuant to the Federal Arbitration Act ("FAA") and in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") before a panel of three arbitrators
and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction pursuant to the FAA. In
arbitration proceedings hereunder, the Parties shall be entitled to
any and all remedies that would be available in the absence of this
section and the arbitrators, in rendering their decision, shall
follow the substantive laws of the State of Delaware. The
arbitration of any dispute pursuant to this section shall be held
in Atlanta, Georgia. Notwithstanding the foregoing in order to
preserve the status quo pending the resolution by arbitration of a
claim seeking relief of an injunctive or equitable nature, any
party, upon submitting a matter to arbitration as required by this
section, may simultaneously or thereafter seek a temporary
restraining order or preliminary injunction from a court of
competent jurisdiction pending the outcome of the arbitration. The
losing Party in an arbitration under this section shall pay all
costs and expenses reasonably incurred by the prevailing Party with
respect to this arbitration including, but not limited to,
reasonable attorneys' fees.
9. Miscellaneous.
(a) Modification; Complete Agreement. This Resale
Agreement (i) may only be modified by a written instrument executed
by SPHN and Xxxxxxxx, (ii) sets forth the entire understanding
between SPHN and Xxxxxxxx with respect to the subject matter
hereof; and (iii) shall inure to the benefit of, and be binding
upon IGI, SPHN and Xxxxxxxx and their respective heirs, legal
representatives and successors.
(b) Waiver. Any of the terms and conditions of this
Resale Agreement which may be lawfully waived may be waived in
writing at any time by the Party that is entitled to the benefit
thereof. Any waiver of any provision of this Resale Agreement
shall be binding only is set forth in an instrument in writing
signed on behalf of such Party. No failure to enforce any
provision of this Resale Agreement shall be deemed to or shall
constitute a waiver of such provision of this Resale Agreement, and
no waiver of a provision shall be deemed or constitute a waiver of
any other provision of this Resale Agreement, whether or not
similar, nor shall such waiver constitute a continuing waiver.
(c) Governing Law. This Resale Agreement shall be
governed by the laws of the State of Delaware applicable to
contracts made and to be wholly performed therein.
(d) Fees and Expenses. Each Party shall bear their own
respective expenses in connection with the negotiation and
consummation of the transactions contemplated by this Resale
Agreement.
(e) Transfers and Assignments. Neither this Resale
Agreement nor any of the rights of hereunder may be transferred or
assigned except as provided herein.
(f) Gender. Unless the context otherwise requires, all
personal pronouns used in this Common Stock Resale and Right of
First Refusal Agreement, whether in the masculine, feminine or
neuter gender, shall include all other genders.
(g) Headings. The headings contained in this Resale
Agreement are for reference only and shall not affect in any way
the meaning of interpretation of this Resale Agreement.
(h) Severability. Any provision of this Resale
Agreement which is invalid, illegal or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability, without
affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this
Resale Agreement invalid, illegal or unenforceable in any other
jurisdiction.
(i) Notices. All notices or other communications
hereunder shall be in writing and shall be deemed to have been duly
given (i) on the date delivered personally or by confirmed
facsimile as set forth below; (ii) two (2) days after being sent by
Express Mail or such other similar service (i.e., Federal Express)
and addressed as set forth below; or (iii) four (4) days after
being mailed by certified or registered mail, return receipt
requested, postage prepaid, and addressed as set forth below, as
follows:
If to Innovo Group:
Innovo Group Inc.
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxxxx-Xxxxx, President
Facsimile: (000) 000-0000
With a copy to:
Xxxx Moss Kline & Xxxxx LLP
000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxx 000
1000 Xxxxxxxxx Road, N.E.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
If to Xxxxxxxx:
Xxxxxxxx Xxxxxxxx-Xxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
With a copy to:
Xxxx Moss Kline & Xxxxx LLP
000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxx 000
1000 Xxxxxxxxx Road, N.E.
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
If to Xxxxx, Xxxx, Xxxxxxxxxxx or Xxxxxx:
X.X. Xxxxx or Xxx Xxxx or J. Xxxx Xxxxxxxxxxx
or Xxxx Xxxxxx
c/o Innovo Group Inc.
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
With a copy to:
Xxxxx, Day, Xxxxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000
or to such other address as a Party shall have designated to the
other by like notice.
(j) Public Announcements. Any and all public
announcements concerning the transactions contemplated or completed
under this Resale Agreement shall require the approval of IGI and
SPHN.
IN WITNESS WHEREOF, Xxxxx, Xxxx, Xxxxxxxxxxx and Xxxxxx and
Xxxxxxxx have executed this Common Stock Resale and Right of First
Refusal Agreement on the date first written above.
X.X. Xxxxx /s/ X.X. Xxxxx
_________________________
X.X. Xxxxx
Xxx Xxxx /s/ Xxx Xxxx
_________________________
Xxx Xxxx
J. Xxxx Xxxxxxxxxxx /s/ J. Xxxx Xxxxxxxxxxx
_________________________
J. Xxxx Xxxxxxxxxxx
Xxxx Xxxxxx /s/ Xxxx Xxxxxx
_________________________
Xxxx Xxxxxx
Xxxxxxxx Xxxxxxxx-Xxxxx /s/ Xxxxxxxx Xxxxxxxx-Xxxxx
_________________________
Xxxxxxxx Xxxxxxxx-Xxxxx
