VOTING TRUST AGREEMENT
AGREEMENT made as of the 10th day of February, 2000, by and among Xxxxxx X.
Xxxxxxx (hereinafter referred to, together with any successor trustee, as the
"Trustee"); NetWolves Corporation, a Delaware corporation (the "Company"); and
Computer Concepts Corp., a Delaware corporation (the "Stockholder").
WHEREAS, the Company and the Stockholder agree to be bound by the terms and
conditions of an Exchange Agreement (the "Exchange Agreement"), dated as of the
date first above written;
WHEREAS, pursuant to the Exchange Agreement, the Stockholder agrees to
contribute 100% of the issued and outstanding common stock of Computercop Corp.,
a New York corporation, which shall be exchanged solely for 1,775,000 shares of
the Company's voting restricted common stock (the "Common Stock") (all shares of
Common Stock, now or hereafter owned by the Stockholder are collectively
referred to herein as, the "Trust Shares");
WHEREAS, the Company and the Stockholder believe that their interests can best
be served if specific arrangements are established whereby voting power over the
Trust Shares is granted to the Trustee;
WHEREAS, for this purpose the parties hereby request the Trustee to take and
hold legal title to the Trust Shares for the purpose of creating a voting trust;
and
WHEREAS, the Trustee has consented to act under this Agreement for the purposes
hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for other good, valuable and sufficient consideration, the receipt and adequacy
of which is hereby acknowledged by all parties hereto, the parties hereto
promise, covenant, undertake and agree as follows:
1. TRANSFER OF STOCK TO TRUSTEE. The Stockholder, upon execution of this
Agreement, hereby assigns and transfers to the Trustee and deposits with the
Trustee all the certificates for all Trust Shares, for the purpose of vesting in
the Trustee the right to vote and act and to exercise other rights pertaining to
the Trust Shares, as and to the extent, and upon the terms and conditions and
for the period set forth, in this Agreement.
(a) The Stockholder hereby represents that the Trust Shares deposited
by it hereunder represent all of the shares of Common Stock, of which the
Stockholder is the record or beneficial owner and that the Stockholder is the
sole record, legal and beneficial owner of all Trust Shares deposited by it
hereunder.
(b) All certificates for the Company's capital stock transferred and
delivered to the Trustee pursuant hereto may be surrendered by the Trustee to
the Company and canceled and new certificates therefor shall be issued to and
held by the Trustee in his own name "As Trustee" but failure to make such
transfer shall, in no way, effect the rights and obligations established by this
Agreement. The Trustee may designate a bank or trust company as custodian to
hold possession of any certificate delivered to the Trustee pursuant hereto.
(c) The Stockholder hereby agrees and covenants that during the term
of this Agreement, it shall remain the sole beneficial owner within the meaning
of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), of all shares of Common Stock or other securities
deposited or to be deposited by it hereunder.
2. VOTING TRUST CERTIFICATES.
(a) Upon receipt by the Trustees of certificates for any Trust Shares
and, if necessary, the transfer of the same into the name of the Trustees, the
Trustees shall hold the same subject to the terms of this Agreement and shall
thereupon issue and deliver to the party depositing Common Stock hereunder, or
for whose benefit such Common Stock was deposited, Voting Trust Certificates
representing such party's respective interests in the Common Stock deposited
pursuant to this Agreement. All certificates for the Company's capital stock
transferred and delivered to the Trustees pursuant hereto (unless issued
directly to the Trustees as set forth above) shall be surrendered by the
Trustees to the Company and canceled and new certificates therefor shall be
issued to and held by the Trustees in their own names "As Trustees."
(b) Each Voting Trust Certificate to be issued and delivered by the
Trustee, as hereinbefore provided, shall state the number of Trust Shares which
it represents, shall be signed by the Trustee. The Trustee shall maintain a
Voting Trust Certificate register which will identify each holder of a Voting
Trust Certificate issued under this Agreement (each such person, a "Holder") and
the number of Trust Shares represented by each Voting Trust Certificate.
3. AGREEMENT. A copy of this Agreement and of every amendment or supplement
hereto shall be provided to each person depositing stock with the Trustee under
this Agreement and to the Company, and shall be filed in the registered office
of the Company in the State of Delaware, and shall be open to inspection by any
beneficiary of the trust under this Voting Trust, daily during business hours.
All Voting Trust Certificates shall be issued, received and held subject to all
of the terms of this Agreement. All persons, firms, corporations, trusts, or
organizations for whose benefit stock is deposited hereunder who accept a Voting
Trust Certificate issued hereunder, and their transferees and assigns, shall be
bound by the provisions of this Agreement with the same effect as if they had
executed this Agreement.
4. TRANSFER OF CERTIFICATES.
(a) Transfer of any Voting Trust Certificate shall be subject to any
restrictions, provisions and conditions applicable to the Common Stock which it
represents, whether imposed by law, specified on such stock certificates or
specified in this Agreement or in any other agreement. Subject to the foregoing,
the Voting Trust Certificates shall be freely transferable on the books of the
Trustee, at such office as the Trustee may designate, by the registered owner
thereof, either in person or by attorney duly authorized, upon surrender
thereof, according to the rules established for that purpose by the Trustee. If
a transfer of Voting Trust Certificates is so permitted, the Holder shall notify
the Trustee of the details of such transfer, including the name, address and
social security or tax identification number of the transferee and number of
Voting Trust Certificates being transferred, and shall surrender to the Trustee
the Voting Trust Certificate or Voting Trust Certificates being transferred,
properly endorsed for transfer. The Trustee, upon receipt of such notice and
Voting Trust Certificate(s), shall transfer the Voting Trust Certificate(s) on
the Voting Trust Certificate registry and issue a new Voting Trust Certificate
to the transferee. Until so transferred, the Trustee may treat the record Holder
as the owner of each Voting Trust Certificate for all purposes, notwithstanding
any notice to the contrary. As a condition to making any transfer or delivery of
Voting Trust Certificates, the Trustee may require compliance by the transferee
with any applicable federal or state statute and the payment of a sum sufficient
to pay for any stamp tax or other governmental charge in connection therewith.
Except as otherwise provided in this Agreement, no transfer of a Voting Trust
Certificate shall in any way remove the Trust Shares represented by such Voting
Trust Certificate from being held by the Trustee under this Agreement and any
transferee, by accepting such transfer, hereby consents to be bound by the terms
of this Agreement, and upon becoming a Holder shall be deemed to be a party
hereto as though an original signatory hereto. The Trustee shall not be required
to recognize any transfer of a Voting Trust Certificate not made in accordance
with the provisions hereof, unless the person claiming such ownership shall have
produced indicia of title satisfactory to the Trustee, and shall in addition
deposit with the Trustee indemnity satisfactory to the Trustee. Nothing set
forth herein shall be deemed to limit the ability of the Stockholders to grant a
pledge of the Voting Trust Certificates to any person.
(b) If a Voting Trust Certificate is lost, stolen, mutilated or
destroyed, the Trustee, in his discretion, may issue a duplicate of such
certificate upon receipt of: (a) evidence of such fact satisfactory to the
Trustee; (b) indemnity satisfactory to the Trustee; (c) the existing
certificate, if mutilated; and (d) the Trustee's reasonable fees and expenses in
connection with the issuance of a new trust certificate. The Trustee shall not
be required to recognize any transfer of a Voting Trust Certificate not made in
accordance with the provisions hereof, unless the person claiming such ownership
shall have produced indicia of title satisfactory to the Trustee and shall, in
addition, deposit with the Trustee indemnity satisfactory to him.
5. WITHDRAWAL OF COMMON STOCK IN ORDER TO EFFECT A SALE. The shares of
Common Stock represented by Voting Trust Certificates may be withdrawn from this
Voting Trust in order to permit such shares to be sold, subject to the
restrictions, provisions and conditions specified in the Agreement of
Reorganization, this Agreement or otherwise imposed by state and Federal law.
Such Holder who desires to sell shares of Common Stock represented by its Voting
Trust Certificates, and who otherwise complies with the aforementioned
restrictions, provisions and conditions, shall direct the Trustee in writing to
make such a sale on its behalf ("Sale Notice"). The Trustee shall thereafter
obtain a stock certificate for Common Stock from the Company in the appropriate
denomination and shall sell the shares represented by such certificate, subject
to any conditions relating to minimum sales price or other matters which shall
be set forth in the Sale Notice. If any such conditions cannot be satisfied, the
Holder shall be so advised, and the Trustee shall be under no further obligation
to make such a sale until a subsequent Sale Notice is received. If the Trustee
is successful in making the requested sale, all net sale proceeds shall be
remitted to the Holder upon presentation and surrender of the Voting Trust
Certificate or portion thereof representing an interest in such sold shares,
accompanied by properly executed assignments thereof to the Trustee. Such sold
shares shall no longer be considered Trust Shares and shall no longer be subject
to this Voting Trust, except to the extent that such shares are acquired by an
"Affiliate" of the Stockholder, within the meaning of Rule 405 promulgated under
the Securities Act of 1933, as amended.
6. TERMINATION PROCEDURE. Upon the termination of the Voting Trust at any
time as provided in Section 15, the Trustee shall mail within five (5) business
days of such termination written notice of such termination to the registered
Holders at the addresses appearing on the transfer books of the Trustee. From
the date specified in any such notice (which date shall be fixed by the Trustee
in accordance with the provisions of this Agreement) the Voting Trust
Certificates shall cease to have any effect, and the Holders shall have no
further rights under this Voting Trust other than to receive certificates for
Trust Shares of stock of the Company or other property distributable under the
terms hereof upon the surrender of such Voting Trust Certificates. Within ten
(10) business days after surrender for cancellation of Voting Trust Certificates
by a registered Holder, properly endorsed or accompanied by properly endorsed
instruments of transfer, if appropriate, at the place designated by the Trustee,
the Trustee shall deliver to such Holder, stock certificates for the number of
shares of such class or classes of the Company's capital stock or other
securities represented thereby as to which such Holder shall be entitled. At any
time subsequent to thirty (30) days after the termination of this Agreement, the
Trustee may deposit certificates with Company representing the number of shares
of such class or classes of the Company's capital stock or other securities
represented by the Voting Trust Certificates then outstanding, with authority in
writing to Company to deliver such certificates in exchange for Voting Trust
Certificates. Upon such deposit all further liability of the Trustee for the
delivery of such certificates and the delivery or payment of dividends upon
surrender of the Voting Trust Certificates shall cease, and the Trustee shall
not be required to take any further action hereunder.
7. DIVIDENDS.
(a) If any dividend or distribution in respect of the Trust Shares or
other securities deposited with the Trustee is paid, in whole or in part. in
securities of the Company having voting powers of any nature, the Trustee shall
likewise hold, subject to the terms of this Agreement, the securities which are
received by it on account of such dividend or distribution (such securities,
together with the Trust Shares, the "Trust Securities"), and the Holder of each
Voting Trust Certificate representing securities on which such dividend or
distribution has been paid shall be entitled to receive a Voting Trust
Certificate issued under this Agreement representing such Trust Securities.
Holders entitled to receive the dividends or distributions referred to above
shall be those registered as such on the transfer books of the Trustee at the
close of business on the day fixed by the Company or by law for the taking of a
record to determine those holders of the Company's stock entitled to receive
such dividends or distributions.
(b) If any dividend or distribution in respect of the Trust Securities
is paid other than in securities of the Company having voting powers of any
nature, then the Trustee shall promptly distribute the same among the Holders
registered as such at the close of business on the day fixed by the Company or
by law for the taking of a record to determine the holders of stock entitled to
receive such dividend or distribution. Such distribution shall be made to such
Holders ratably, in accordance with the number of Trust Securities represented
by their respective Voting Trust Certificates.
(c) Until the termination of this Agreement, each Holder shall be
entitled to receive from the Trustee payments equal to all cash dividends or
distributions upon the Trust Securities. In lieu of receiving such cash
dividends or distributions and paying the same to the Holders pursuant to the
provisions of this Agreement, the Trustee may instruct the Company in writing to
pay such dividends or distributions directly to the Holders of the Voting Trust
Certificates specified by the Trustee. Upon receipt of such written
instructions, the Company shall pay such dividends or distributions directly to
the Holders. The Trustee may at any time before such payment revoke such
instructions and by written notice to the Company direct it to make dividend or
distribution payments to the Trustee. The Company shall not be liable to any
Holder or any person claiming to be entitled to any such dividends or
distributions by reason of adhering to any written instructions by the Trustee.
8. SUBSCRIPTION RIGHTS. If any stock or other securities of the Company are
offered for subscription to the Holders of the Trust Securities, the Trustee
promptly, upon receipt of notice of such offer, shall mail a copy thereof to
each of the Holders. Upon receipt by the Trustee, at least three (3) days prior
to the last day fixed by the Company for subscription and payment (but in no
event affording the Holder less than ten (10) days to consider such subscription
offer), of a request from any such Holder to subscribe in his behalf
(accompanied when due in accordance with the terms of the subscription offer by
the sum of money required to pay for such stock or securities), the Trustee
shall make such subscription and payment, and upon receipt from the Company of
the certificates for Trust Shares or securities so subscribed for, shall issue
to such Holder a Voting Trust Certificate in respect thereof if the same be
stock having voting powers of any nature, but if the same be securities other
than stock having voting powers of any nature, the Trustee shall mail or deliver
such securities to the Holder in whose behalf the subscription was made, or may
instruct the Company to make delivery directly to the Holder entitled thereto.
9. DISSOLUTION OF THE COMPANY. In the event of the dissolution or total or
partial liquidation of the Company, whether voluntary or involuntary, the
Trustee shall receive the moneys, securities, rights, or property to which the
Holders are entitled, and shall distribute the same among the Holders in
proportion to their interests, as shown by the transfer books of the Trustee, or
the Trustee may in its discretion deposit such moneys, securities, rights, or
property with any bank or trust company as the Trustee may select, with
authority and instructions to distribute the same as above provided, and upon
such deposit, all further obligations or liabilities of the Trustee in respect
of such moneys, securities, rights, or property so deposited shall cease.
10. REORGANIZATION OR RECAPITALIZATION OF COMPANY.
(a) In the event Company is merged into or consolidated with another
corporation, or all or substantially all of the assets of Company are
transferred to another corporation pursuant to a plan requiring Company's assets
to be distributed in liquidation, or all the Common Stock of Company is to be
exchanged in connection with a reorganization or recapitalization of Company,
then in connection with such transaction or series of transactions the term
"Company" for all purposes of this Agreement shall be taken to include any
successor entity, and the Trustee shall receive and hold under this Agreement
any stock of, or other interests in, such successor entity received on account
of the ownership, as Trustee hereunder, of the Trust Securities held hereunder
prior to such merger, consolidation, transfer, reorganization or
recapitalization. Voting Trust Certificates issued and outstanding under this
Agreement at the time of such merger, consolidation, transfer, reorganization or
recapitalization may remain outstanding, or the Trustee shall have the
discretion to substitute for such Voting Trust Certificates new Voting Trust
Certificates in appropriate form, and the terms "stock," "Common Stock" and
"capital stock" as used herein shall be taken to include any stock or evidence
of an interest which may be received by the Trustee in lieu of all or any part
of the capital stock of Company.
(b) In case any reduction of the Trust Shares or reorganization
affecting Trust Shares shall have been duly authorized, the Trustee is hereby
authorized to make such surrender of Trust Shares held by the Trustee hereunder,
pro rata on behalf of all Holders, as may be required under the terms pursuant
to which such reduction or reorganization is to be effected, and to receive and
hold any and all Common Stock or other securities of Company issued in exchange
for such surrendered Trust Shares. Following any such action, the Voting Trust
Certificates issued and outstanding pursuant hereto shall be deemed to represent
proportionately the number of Trust Securities resulting from such reduction or
reorganization.
11. RIGHTS, POWERS AND DUTIES OF TRUSTEE.
(a) Subject to the provisions of paragraph 15, title to all the
Company's stock deposited hereunder shall be vested in the Trustee, and the
Trustee shall have the right, acting as hereinafter provided, to exercise, in
person or by their nominees or proxies, all stockholders' rights and powers in
respect of all stock deposited hereunder, including the right to vote thereon
and to take part in or consent to any corporate or stockholders' action of any
kind whatsoever, whether ordinary or extraordinary, to the extent they relate to
any of the Approval Actions (as defined below).
(b) The Trustee shall not be responsible with respect to any action
taken pursuant to, or act committed or omitted to be done under this Agreement,
including without limitation, voting or giving written consents with respect to
the Trust Shares of stock held by it hereunder, provided such action or
commission or omission does not amount to gross negligence or willful misconduct
on their part. No Trustee shall be responsible for any vote or act committed or
omitted to be done by any predecessor or successor Trustee or otherwise except
for his own individual gross negligence or willful misconduct. No Trustee shall
be responsible for (i) management of the Company or (ii) any actions taken by
any person elected as a director of the Company or by the Company pursuant to
any vote cast or consent given by the Trustee. The Trustee may, in his
discretion, consult with legal counsel, who may also be legal counsel to the
Company, and any action taken in good faith by the Trustee in reliance upon the
advice of legal counsel shall be conclusive in favor of the Trustee against all
Holders and all other interested parties.
(c) A certificate signed by the Trustee shall be conclusive evidence
to all persons as to who is then serving as Trustee and as to any action taken
by the Trustee.
12. SUCCESSOR TRUSTEE.
(a) Any Trustee may resign effective thirty (30) days after delivery
of written notice to all Holders and the Company. In the event of the death,
legal incapacity or resignation of the Stockholder's Trustee or his successor,
Xxxxxx X. Xxxxxxx shall be appointed successor Trustee. If Xxxxxx X. Xxxxxxx
dies, is legally incapacitated or resigns, a majority of the directors of the
Company shall select and appoint a successor Trustee.
(b) Each Trustee shall affix his or her signature to this Agreement
and each successor Trustee shall accept appointment or election hereunder by
affixing his or her signature to this Agreement, or a counterpart hereof, within
the 30-day period referred to in subsection (a), as applicable, of this Section
12. By affixing its signatures to this Agreement, the Trustee and each successor
Trustee agree to be bound by the terms hereof.
13. INDEMNIFICATION OF TRUSTEE. The Trustee shall be entitled to be fully
indemnified by the Company to the fullest extent permitted by law, against all
costs, charges, expenses, loss, liability and damage (other than those for which
it is responsible under Section 13 hereof) incurred by it in the administration
of the Voting Trust or in the exercise of any power conferred upon the Trustee
by this Agreement. The Stockholders, and each of them, hereby covenant with the
Trustee that in the event that the assets of the Company or the proceeds of
insurance policies then in effect, if any, are insufficient to indemnify the
Trustee in accordance with the preceding sentence, the stockholders, and each of
them, will in proportion to the amount of their respective Trust Shares of
capital stock subject to this Agreement, hold harmless and keep indemnified the
Trustee of and from all loss or damage which the Trustee may sustain or be put
to by reason of anything it may lawfully do in the execution of this Trust other
than as a result of its gross negligence or willful misconduct.
14. COMPENSATION AND REIMBURSEMENT OF TRUSTEE. The Trustee shall serve
without compensation, but it is expressly agreed that the Trustee shall have the
right to incur and pay such reasonable expenses and charges, to employ and pay
such agents, attorneys, and counsel as the Trustee may deem necessary and proper
with respect to the Trustee carrying out any of the Trustee's anticipated
activities or duties under this Agreement or interpreting or exercising any of
the Trustee's powers under this Agreement. Any such expenses or charges incurred
by and due to the Trustee that are paid by Company, where Company deems it
appropriate to its interests, may be deducted pro rata in the discretion of the
Trustee from the dividends or other moneys or property received by the Trustee
on the stock deposited hereunder. Nothing herein contained shall disqualify the
Trustee or successor Trustee, or incapacitate any of them from serving the
Company or any of its subsidiaries as officer or director, or in any other
capacity, and in any such capacity receiving compensation.
15. TERMINATION. This Agreement shall terminate as follows:
(a) with respect to all of the Trust Shares, twenty-four (24) months from
the date of Closing of the Exchange Agreement ("Closing");
(b) with respect to any Trust Shares sold pursuant to a Registration
Statement effectuated by the Company, upon the sale of such Trust Shares;
(c) with respect to any Trust Shares privately sold: (i) if aggregate sales
are 25% or less of total Trust Shares, 6 months from Closing with respect to the
shares sold, (ii) if aggregate sales are more than 25% but less than 50% of
total Trust Shares, 12 months from Closing with respect to the shares sold,
(iii) if aggregate sales are more than 50% of Trust Shares, 24 months from
Closing.
(d) with respect to all of the Trust Shares, 6 months after the Closing if
Company common stock is not then listed on the NASDAQ SmallCap market or NASDAQ
National Market System.
16. SALE AND TRANSFER OF COMPANY'S STOCK. Except as otherwise provided in
this Agreement, the Trustee shall not sell, hypothecate, pledge, assign or
otherwise transfer the stock of the Company, or any interest whatsoever therein,
held pursuant to this Agreement.
17. NOTICES; DISTRIBUTIONS.
(a) Unless otherwise specifically provided in this Agreement, any notice to
or communication with the Holders hereunder shall be deemed to be sufficiently
given or made if (i) personally delivered or mailed, postage prepaid, to such
Holders at their respective addresses appearing on the Voting Trust Certificate
registry, which shall in all cases be deemed to be the addresses of Holders for
all purposes under this Agreement or (ii) sent by facsimile to the facsimile
number set forth on the Voting Trust Certificate registry and confirmed by
letter sent to the appropriate address set forth in clause (i) above.
(b) Any notice to the Trustee or Company hereunder shall be sufficient if
personally delivered or mailed, postage prepaid, by certified or registered
mail, at the following addresses, or sent by facsimile to the following
facsimile numbers and confirmed by letter:
The Trustee: Xxxxxx X. Xxxxxxx
000 Xxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
The Company: NetWolves Corporation
000 Xxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, XX 00000
(c) Any party to or person subject to the terms of this Agreement may
change his or its address or facsimile number for the giving of notices by
giving notice of such changed address or facsimile number in the manner set
forth above. All notices given hereunder shall be deemed given as of the date of
personal delivery or two days after the date of mailing, as the case may be,
except that any notice of change of address or any notice delivered by facsimile
shall be deemed given when received.
(d) All distributions of cash, securities, or other property hereunder
by the Trustee to the Holders may be made, in the discretion of the Trustee, by
mail (regular, registered or certified mail, as the Trustee may deem advisable),
in the same manner as hereinabove provided for the giving of notices to the
Holders.
18. MISCELLANEOUS.
(a) Binding Nature of Agreement; No Assignment. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, including future
Holders, and their respective heirs, personal representatives, successors and
assigns. No party may sell, assign, transfer or encumber such party's rights or
obligations under this Agreement, the Voting Trust Certificates or the Trust
Securities represented thereby, without the prior written consent of the other
parties hereto, except to the extent expressly permitted in this Agreement.
Neither the death, disability nor incapacity of a Holder shall in any way remove
the Trust Securities represented by such Holder's Voting Trust Certificate from
the Voting Trust or the terms of this Agreement.
(b) Entire Agreement. This Agreement contains the entire understanding
among the parties and supersedes any prior understanding and agreements between
them respecting the subject matter hereof. There are no representations,
agreements, arrangements, or understandings, oral or written, between or among
the parties hereto relating to the subject matter of this Agreement which are
not fully expressed herein.
(c) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute one and the same instrument. The
execution by any one party of any counterpart shall be sufficient execution by
that party, whether or not the same counterpart has been executed by any other
party.
(d) Governing Law. The validity of this Agreement or any part hereof,
and the interpretation and enforcement of all provisions hereof, shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware without giving effect to conflict of law principals.
(e) Invalidity. The invalidity of any term or provision of this
Agreement shall not affect the validity of the remainder of this Agreement and
this Agreement shall be enforced to the greatest extend permitted by law.
IN WITNESS WHEREOF. the parties hereof have executed this Agreement under seal,
all as of the day and year first above written.
TRUSTEES
/s/ Xxxxxx X. Xxxxxxx
---------------------
XXXXXX X. XXXXXXX
NETWOLVES CORPORATION COMPUTER CONCEPTS CORP.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. XxxXxxxxx
---------------------- -----------------------
By: Xxxxxx X. Xxxxxxx By: Xxxxxx X. XxxXxxxxx
Chairman of the Board President
