EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT
made as
of the 10th day of January 2006, by and between TELECOMM
SALES NETWORK, INC., a
Delaware corporation (the
“Company”)
and
J.
XXXXX XXXXXXXXX,
an
individual (the “Executive”).
W
I T N E S S E T H :
WHEREAS,
the
Company is engaged in the manufacture and marketing of infection prevention
and
control products broadly defined; and
WHEREAS,
the
Company desires to employ the services of a President, Chief Executive Officer
and Chairman of the Board pursuant to the terms of a written employment
agreement; and
WHEREAS,
the
Company desires to engage the services of Executive as its President, Chief
Executive Officer and Chairman of the Board, and Executive is willing to accept
such engagement, all on and subject to the terms and conditions hereinafter
set
forth,
NOW,
THEREFORE,
in
consideration of the mutual covenants herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby unconditionally
acknowledged, the parties hereto do hereby agree as follows:
1.
Employment.
During
the Term (hereinafter defined) of this Agreement, the Company hereby employs
Executive as its President, Chief Executive Officer and Chairman of the Board,
and Executive hereby accepts such employment, upon and subject to the terms
and
conditions set forth in this Agreement.
2. Executive's
Duties and Responsibilities.
2.1. Executive
will, during the Term of this Agreement, have all of the duties, powers and
authority and will perform all services customarily associated with the
positions of President and Chief Executive Officer as well as such other duties
and services consistent with such position as the Company’s Board of Directors
may assign to him from time to time during the Term of this Agreement. In such
capacity, Executive shall have primary responsibility for the business of the
Company. Executive’s authority to bind the Company to any commitment or
obligation is subject to the applicable provisions of the Company’s by-laws, any
agreement to which the Company is a party, and any policies or resolutions
established or adopted by the Board of Directors during the Term hereof.
Executive shall perform such services diligently, in good faith and in a manner
consistent with the best interests of the Company. Executive further agrees
to
use his best efforts at all times during the Term hereof to preserve, protect,
enhance, and maintain the trade, business and goodwill of the Company. Executive
will devote substantially all of his business time and efforts to the
performance of his services under this Agreement during the Term hereof.
2.2.
Executive
shall perform his services wherever his services are required. The Company
acknowledges that Executive resides in Charlotte, North Carolina and will render
his services from North Carolina, however, when and to the extent required
to
perform the services provided for under this Agreement, Executive will travel
(at the Company’s expense) to such other locations where the Company requires
such services. Executive will not be required to relocate his current residence
at any time during the Term hereof.
2.3.
During
the Term of this Agreement, Executive shall provide the Company with notice
of
all proposed transactions or opportunities that may be brought to his attention
or otherwise introduced to him in the infection prevention and control field
promptly after the Executive’s knowledge or receipt of notice thereof and the
Company shall have the exclusive right as between the Company and Executive
to
take advantage or otherwise act upon any of such proposed transactions or
opportunities.
2.4.
In
the
event that, at any time during the Term hereof, the Company decides to obtain
key man life insurance on Executive’s life, with the Company as the beneficiary
thereof, Executive will cooperate with the Company and its insurer in its effort
to obtain such insurance.
3.
Term.
3.1. The
term
of this Agreement shall commence on the date of closing under that certain
Agreement and Plan of Merger dated as of November 11, 2005 by and among the
Company, TSN Acquisition Corporation, and EnviroSystems, Inc. (the
“Merger Agreement”)
and
shall terminate on the third anniversary thereafter (the
“Term”).
In the
event that such closing does not occur by December 31, 2005, either party may
terminate this Agreement upon ten (10) days notice to the other. This Agreement
is subject to earlier termination as provided in Section 3.2 hereof.
3.2.
Pursuant
to the provisions of Section 3.1 above, the Term of this Agreement shall
terminate on the earlier to occur of any of the following events:
(a) The
death
of Executive;
(b) The
Permanent Disability (hereinafter defined) of Executive as provided in Section
6
hereof; or
(c) The
failure and/or refusal of Executive to perform his services or comply with
his
obligations under this Agreement and/or any breach of any of his
representations, warranties, obligations or covenants under this Agreement,
provided that,
with
respect to any such failure, refusal or breach which is curable, Executive
is
given notice thereof by the Company and fails to cure any such breach within
thirty (30) days after such notice; or
2
(d) A
final
conviction of Executive for a felony or other crime involving embezzlement,
fraud or misappropriation of funds, in all of such instances to the extent
such
crimes involve the Company or its subsidiaries or affiliated companies;
or
(e)
Upon
five
(5) days notice from Executive in the event of an assignment for the benefit
of
the Company’s creditors or a final adjudication of bankruptcy, insolvency,
receivership, or any such similar action against the Company; or
(f)
Upon
twelve (12) months notice to Executive by the Company, without any cause
whatsoever; or
(g)
)
The
delivery of notice to the Company by Executive of the termination of this
Agreement for any breach or default by the Company of any of its
representations, warranties, obligations or covenants under this Agreement,
provided that,
with
respect to any such breach or default which is curable, any such breach or
default is not cured within thirty (30) days after such notice from
Executive.
3.3.
In
the
event of the termination of this Agreement by the Company pursuant to Section
3.2(f) hereof, the Company will pay Executive, in a lump sum on the effective
date of any such termination, an amount equal to twelve (12) months of the
Base
Salary then in effect.
4. Compensation.
In
consideration of the performance of the Executive's services under this
Agreement during the Term hereof, the Company shall pay Executive the following
compensation:
4.1. The
Company will, on the 1st
day of
the Term hereof, pay to Executive a signing bonus in the amount of Fifty
Thousand Dollars ($50,000).
4.2.
An
annual
base salary of Two Hundred Twenty Five Thousand Dollars ($225,000) in the first
year of the Term hereof, Two Hundred Fifty Thousand Dollars ($250,000) in the
second year of the Term hereof, and Two Hundred Fifty Thousand Dollars
($250,000) in the third year of the Term hereof (the
“Base Salary”), such
salary to be paid to Executive in twelve (12) equal monthly installments (less
all applicable withholding and other payroll tax deductions), in advance, on
the
first day of each month during the Term hereof. The Base Salary for the first
and last month of the Term hereof shall be prorated based upon the number of
days in each of such months (and such prorated Base Salary for the first month
of the Term hereof (less all such deductions) will be paid to Executive upon
the
first day of the Term of this Agreement).
4.3. The
Company shall, in addition to the Base Salary, reimburse Executive for all
ordinary and necessary out-of-pocket expenses incurred by him in the performance
of his services under this Agreement, subject to and upon receipt by the Company
of invoices or other documentation in support thereof. Such expenses for which
Executive shall be entitled to reimbursement shall include, but not be limited
to, travel, entertainment and lodging expenses.
4.4. In
addition to the Base Salary, Executive shall be entitled to participate in
all
benefit programs of the Company which are in effect during the Term hereof
for
its executive officers, including, without limitation, any retirement, pension
(including 401K plans), profit sharing, insurance, hospitalization, disability
or other employee benefit plan of any type (including, without limitation,
any
incentive, profit sharing, bonus or stock option plan), it being understood
that
Executive shall have the same rights and privileges to participate in such
Company benefit plans as any other officer or executive employee of the Company,
except for any perquisites granted pursuant to separate employment agreements
between the Company and its officers. Specifically, the Company shall provide
Executive, in each year during the Term hereof, with (i) three weeks paid
vacation (Executive will use his best efforts to schedule such vacation so
as
not to interfere with any material activities of the Company), (ii) a $750
per
month automobile allowance, which allowance will be paid to Executive on the
first day of each month during the Term hereof, (iii) a life insurance policy,
the beneficiary of which will be Executive or his designee(s), in the face
amount of Two Million Dollars ($2,000,000), (iv) health, accident, disability
and dental insurance for Executive, his spouse and dependent children, and
(v)
stock and stock options as provided for in Section 5 hereof.
5.
Stock
and Stock Options.
5.1.
At
such
time during the Term of this Agreement as the shares of the Company’s publicly
traded common stock achieve a closing price of $5 or more for thirty (30)
consecutive trading days with per day trading volume on each of such days of
more than 50,000 shares, the Company will cause Mastodon Ventures, Inc.
(“Mastodon”),
or its
designee, to transfer to Executive 100,000 unregistered shares of the Company’s
common stock owned by Mastodon, or such designee. (the
“Shares”).
5.2.
Prior
to
the commencement of the Term of this Agreement, the Company has or will adopt
a
stock option plan (the
“Plan”) pursuant
to which a total of 2,400,000 shares of the Company’s common stock is or will be
authorized for issuance to executives and employees of the Company at an
exercise price of $2.50 per share. As an inducement to Executive entering into
this Agreement, the Company will issue to Executive pursuant to the Plan, within
ten (10) days after the first day of the Term hereof, a qualified stock option
(the
“Option”),
exercisable for
a
period of five years from the date of issuance, to purchase up to 750,000 shares
of the Company’s Common Stock (the
“Option Shares”)
at an
exercise price of $2.50 per share. The Option will provide that Executive’s
right to acquire the Option Shares shall vest as follows: (i) 250,000 Option
Shares on the first day of the Term of this Agreement, (ii) 250,000 Option
Shares on the first day of the second year of the Term of this Agreement, and
(iii) 250,000 Option Shares on the first day of the third year of the Term
of
this Agreement. Notwithstanding the foregoing, (x) all of the Option Shares
which have not vested will immediately vest upon the death of Executive or
upon
a “Change
of Control”
(hereinafter defined), and (y) fifty percent (50%) of the Option Shares which
have not vested will immediately vest at such time as the Company’s gross
revenues reach Five Million Dollars ($5,000,000) in any calendar year during
the
Term of this Agreement and all of the Option Shares which have not vested will
immediately vest at such time as the Company’s gross revenues reach Ten Million
Dollars ($10,000,000 in any calendar year during the Term of this Agreement).
For purposes of this Agreement, a “Change of Control” shall occur or be deemed
to have occurred at such time as (A) any “person” (as such term is used in
Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of
1934, as amended) is or becomes the beneficial owner, directly or indirectly,
of
securities of the Company representing fifty (50%) percent or more of the
combined voting power of the Company’s outstanding securities, or (B) the
Board of Directors of the Company (exclusive of Executive’s vote or consent)
shall have determined that an event, other than as described in clause (A)
of
this Section, results in a Change of Control.
3
5.3.
Executive
will execute any lock-up agreement with respect to the Shares and/or the Option
Shares which is requested by any placement agent or underwriter of the Company’s
securities, provided
that
such
lock-up agreement is on the same terms and conditions as the lock-up agreement
signed by the other officers and directors of the Company at the time and with
respect to such request.
6. Disability.
Notwithstanding anything to the contrary contained in this Agreement, if, during
the Term hereof, Executive suffers a Permanent Disability (hereinafter defined),
the Company shall continue to pay Executive the Base Salary during the period
of
such disability, provided, however, that in the event Executive is so disabled
for a period of sixty (60) consecutive days or ninety (90) days in any year
during the Term hereof (the
“Disability Period”),
the
Company may terminate this Agreement at any time after any such Disability
Period. The term “Permanent
Disability”
shall
mean the inability of Executive to perform a material portion of his services
under this Agreement as determined by an independent physician selected by
the
Company.
7. Confidentiality
and Non-Disclosure Covenant.
During
the Term of this Agreement, Executive hereby acknowledges that he will obtain
and be entrusted with unpublished and material confidential and proprietary
information relating to the Company (for purposes of this Section 7, this shall
include the Company and all subsidiaries thereof), such information to include
information with respect to the Company’s present and proposed business and
operations including, without limitation, financial information relating to
the
Company's present and proposed business and operations, the cost and pricing
of
the Company’s products and services, proposed acquisitions of the Company,
product formulations and manufacturing processes and techniques, the terms
of
all material agreements to which the Company is a party and the sources and
terms of the Company’s existing or proposed debt or equity financing. All of
such information that may be obtained by Executive shall, for purposes hereof,
be referred to herein as “Confidential
Information”.
Executive hereby agrees that, unless the Confidential Information becomes
publicly known through legitimate origin not involving any improper act or
omission of Executive, neither he, nor any entity or person owned or controlled
directly or indirectly by him, shall, during the Term of this Agreement or
thereafter, use for his own benefit or for the benefit of others for any purpose
and in any manner whatsoever, divulge to any person, firm, corporation or other
entity or otherwise publish or disclose any Confidential Information (except
as
necessary in connection with the performance of Executive's services under
this
Agreement). This Section 7 shall survive the expiration or termination of this
Agreement. Notwithstanding the foregoing, Executive shall not be in breach
of
this covenant with respect to any use or disclosure of any Confidential
Information by him which is or becomes available in the public domain or is
required as a result of any legal process served upon him in any judicial or
administrative proceeding (provided
that
Executive provides prompt notice of any such process served upon him in order
to
enable the Company to timely contest the same, at its expense), or was obtained
by Executive from a third party without such third party's breach of agreement
or obligation of trust.
4
8. Non-Competition;
Non-Solicitation.
8.1.
Executive acknowledges and recognizes the highly competitive nature of the
business and proposed business of the Company and hereby agrees that, during
the
Term hereof and for a period of one year after the expiration or any earlier
termination of the Term of this Agreement (other than any such earlier
termination by Executive pursuant to the provisions of Section 3.2(g) hereof)
(such period to be referred to hereinafter as the “Applicable
Period”),
he
will not, directly or indirectly, on his own behalf or in the service of or
on
behalf of others, whether as an officer, director, stockholder, partner,
trustee, principal, employee, consultant, agent, or owner of any capital stock,
partnership interest or other interest in any corporation, partnership or other
entity, or in any other capacity, own an interest in, perform any services
or
conduct any activity for or on behalf of any entity which is engaged in a
business that is competitive with that of the Company, (such
prohibited activities being referred to herein as a
“Precluded Business Activity”).
Executive acknowledges that, due to the nature of the Company’s business on all
continents, it is essential to provide for as broad a geographical limitation
as
possible with respect to the aforementioned covenant. Without limiting the
generality of the foregoing, it is expressly understood and agreed that although
Executive and the Company consider the restrictions contained in this Section
8.1 to be reasonable, the Executive agrees that in the event it is finally
judicially determined by a court of competent jurisdiction that the specified
time period or geographical area or scope of the foregoing restriction is
unreasonable, arbitrary, or against public policy, contrary to law, invalid
and
unenforceable, the remaining provisions of this Agreement (including the
remaining provisions of this Section) shall not be rendered void, shall not
be
affected thereby and shall remain in full force and effect and the provisions
hereof which are the subject of any such judicial determination shall be deemed
amended to apply to any such lesser time period, geographical area, or scope
which is judicially determined or indicated to be reasonable, non-arbitrary
and
not violative of public policy, not contrary to law, invalid and/or
unenforceable and such provisions, as modified, may be enforced by the Company
against the Executive in accordance with the terms hereof. Notwithstanding
the foregoing,
nothing
contained in this Section is intended to nor shall preclude the ownership by
Executive of not more than five (5%) percent of the outstanding securities
of
any publicly owned corporation or other entity engaged in a Precluded Business
Activity, provided that such ownership is solely for investment purposes and
is
not coupled with any working relationship between Executive and such corporation
or entity.
5
8.2. Executive
will not, at any time during or after the Term hereof, directly or indirectly,
(i) solicit the business of any client or customer of the Company for purposes
of engaging in activities which are the same or similar to the activities of
the
Company, or (ii) solicit, interfere with, or endeavor either to cause any
employee, agent, consultant, customer or supplier of the Company to leave his
or
her employment with the Company, or terminate its relationship with the Company,
or (iii) induce or attempt to induce any such employee, agent, consultant,
customer or supplier to breach any employment agreement or other agreement
or
arrangement that such employee, agent, consultant, customer, or supplier may
have with the Company.
8.3.
Executive hereby acknowledges that the provisions of Section 7 and of this
Section 8 are necessary for the protection of the Company's business and
goodwill and are considered by Executive to be fair and reasonable. Executive
further acknowledges that he has fully and carefully reviewed, considered and
understands all of the restrictions imposed upon him under Section 7 and this
Section 8. Accordingly, Executive hereby acknowledges and agrees that in the
event of any actual or threatened breach by him of the provisions of Section
7
and/or this Section 8, there will be no adequate remedy at law for any such
breach or threatened breach and that any such breach or threatened breach may
cause irreparable harm to the Company and, therefore, Executive hereby consents
in any such instance to the granting of injunctive or other equitable relief
to
the Company, as a non-exclusive remedy, in any court of competent jurisdiction,
without the necessity of showing any actual damage or that monetary damages
would not provide an adequate remedy at a law or posting a bond
therefor.
9. Representations
and Warranties.
The
Company and Executive hereby represent and warrant to each other as
follows:
9.1. All
action on the part of the Company and Executive necessary for the authorization,
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby, has been taken and this Agreement
constitutes a valid and legally binding obligation of the Company and Executive,
as applicable, enforceable in accordance with its terms, except as the same
may
be limited by bankruptcy, insolvency, reorganization, moratorium, or other
laws
affecting generally the enforcement of creditors' rights and by general
principles of equity.
9.2. The
authorization, execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby, will not result in any
violation or be in conflict with or constitute, with or without the passage
of
time and giving of notice, a breach or default under any provision of any
instrument, judgment, order, writ, decree or agreement to which the Company
or
Executive, as applicable, is a party or by which it or he is bound.
6
9.3. There
is
no action, suit, proceeding, or investigation pending, or to the knowledge
of
the Company or Executive, as applicable, currently threatened against the
Company or Executive, as applicable, in any way relating to the validity of
this
Agreement or the right of the Company or Executive, as applicable, to enter
into
or to perform under this Agreement or consummate the transactions contemplated
hereby.
10. Indemnification.
10.1.
Executive
will be entitled to all of the same rights of indemnification granted by the
Company to its officers and directors during the Term hereof (including all
indemnification rights pursuant to the Company’s Certificate of Incorporation,
By-Laws and any professional liability insurance policy obtained and maintained
by the Company during the Term hereof).
10.2.
The
Company shall indemnify and fully defend, save and hold harmless Executive,
if
Executive shall at any time or from time to time during the Term hereof suffer
any damage, liability, loss, cost or expense (including all reasonable attorneys
fees and expenses of counsel reasonably satisfactory to the Company)
(collectively, the “Losses”)
arising
out of or resulting from:
(a) any
untruth or inaccuracy in any representation or warranty of the Company, or
the
breach of any representation or warranty of the Company, contained in this
Agreement; or
(b) any
failure of the Company to perform or observe any term, provision, covenant
or
obligation contained in this Agreement; or
(c)
any
action or proceeding commenced against Executive by any third party based upon
or arising out of the performance of Executive’s services under this Agreement
to the fullest extent as permitted under applicable law.
7
11. Miscellaneous.
11.1. This
Agreement constitutes the sole and entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements,
representations, warranties, statements, promises, information, arrangements
and
understandings, whether oral or written, express or implied, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
changed or modified except by an instrument in writing signed by the party
to be
bound thereby.
11.2. All
notices, consents, requests, demands and other communications required or
permitted to be given under this Agreement shall be in writing and delivered
personally, receipt acknowledged, or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties hereto
as
follows (or to such other address and/or to such other persons as either of
the
parties hereto shall specify by notice given in accordance with this
provision):
8
(a) If
to the
Company:
Telecom
Sales Network, Inc.
000-X
Xxxxx Xxxxxxx, XXX 000
Xxxxxxxxxxx,
XX 00000-0000
Attn:
Chief Financial Officer
with
a
copy to:
Gusrae
Xxxxxx Xxxxx & Xxxxxxx, PLLC
000
Xxxx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxxx Xxxxxxx, Esq.
(b) If
to
Executive:
J.
Xxxxx
Xxxxxxxxx
President
and CEO
Telecomm
Sales Network, Inc.
000-X
Xxxxx Xxxxxxx, XXX 000
Xxxxxxxxxxx,
XX 00000-0000
Except
as
otherwise expressly provided elsewhere in this Agreement, all such notices,
consents, requests, demands and other communications shall be deemed given
when
personally delivered as aforesaid, or, if mailed as aforesaid, on the earlier
of
(i) the date of receipt or rejection by the addressee, or (ii) the third
business day after the date of mailing thereof, except for a notice of a change
of address which shall be effective only upon receipt.
11.3. Neither
party hereto may assign this Agreement or their respective rights, benefits
or
obligations hereunder without the written consent of the other party hereto.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, heirs, personal representatives,
administrators, executors and permitted assigns. Nothing contained herein is
intended to confer upon any person or entity, other than the parties hereto,
and
their respective successors, heirs, personal representatives, administrators,
executors or permitted assigns, any rights, benefits, obligations, remedies
or
liabilities under or by reason of this Agreement.
11.4. No
waiver
of this Agreement shall be effective unless in writing and signed by the party
to be bound thereby. The waiver by either party hereto of a breach of any
provision of this Agreement, or of any representation, warranty, or covenant
in
this Agreement by the other party hereto shall not be construed as a waiver
of
any subsequent breach or of any other provision, representation, warranty,
or
covenant of such other party, unless the instrument of waiver expressly so
provides.
9
11.5. This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware with respect to contracts made and to be fully performed
therein, without regard to the conflicts of laws principles thereof. The parties
hereto hereby agree that, in the event of any action or proceeding brought
by
the Company against Executive to enforce the provisions of this Agreement,
such
action or proceeding may be brought in a Federal or state court located in
the
County and State where the main offices of the Company reside. If, however,
Executive commences any action or proceeding against the Company to enforce
the
terms of this Agreement, any such action or proceeding may be commenced in
a
Federal or state court located in the County and State where the Executive’s
main residence resides. By their execution hereof, each of the Company and
Executive hereby consent and irrevocably submit to the in personam
jurisdiction of such Federal and state courts and agree that any process in
any
such action or proceeding commenced in any such court under this Agreement
may
be served upon him, or it, as applicable, personally, by certified or registered
mail, return receipt requested, or by Federal Express or other courier service,
with the same full force and effect as if personally served upon him or it
in
Delaware. Each of the parties hereto hereby waive any claim that the
jurisdiction of any such court is not a convenient forum for any such action
or
proceeding and any defense of lack of in personam
jurisdiction with respect thereto. In the event of any action or proceeding
under this Agreement, the party prevailing therein shall be entitled to payment
from the other party hereto of all of its costs in connection therewith,
including its counsel fees and disbursements.
11.6. The
parties hereto hereby agree that, at any time and from time to time during
the
Term hereof, upon the reasonable request of the other party hereto, they shall
do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, such further acts, deeds, assignments, transfers,
conveyances and assurances as may be reasonably required to more effectively
consummate this Agreement and the transactions contemplated thereby or to
confirm or otherwise effectuate the provisions of this Agreement.
11.7. If
any
term or provision of this Agreement, or the application thereof to any person
or
circumstance, is finally determined by a court or to any extent to be illegal,
invalid or unenforceable, the remainder of this Agreement, or the application
of
such term or provision to persons or circumstances other than those as to which
it is held illegal, invalid or unenforceable, shall not be affected thereby
and
each term and provision of this Agreement shall be valid and shall be enforced
to the fullest extent permitted hereunder and by law.
11.8.
The
parties to this Agreement hereby acknowledge that they have been represented
by
separate counsel in connection with the negotiations and execution of this
Agreement.
11.9. The
Section headings contained in this Agreement are for the purpose of convenience
only and are not intended to define or limit the contents of said Sections.
11.10.
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one
or
more counterparts have been signed by each of the parties hereto and delivered
to the other party hereto.
10
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the year and date first above
written.
| WITNESS: | TELECOM SALES NETWORK, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | ||
|
|
Xxxxxx Xxxxxxxxx, Director |
||
|
Print Name |
Print Name and Title | ||
| WITNESS: | |||
| /s/ X. Xxxxx Breedlov | |||
|
|
X. Xxxxx Breedlov |
||
|
Print Name |
|||
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