EXHIBIT F
[REGISTRATION RIGHTS AGREEMENT, DATED 1/7/97]
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
January 7, 1997, between Prism Entertainment Corporation, a Delaware corporation
(the "Company"), and the Persons listed on the signature pages hereof (including
Persons who hold options to purchase stock of the Company) (referred to herein
individually as a "Shareholder" and collectively as the "Shareholders"), with
reference to the following facts:
X. Xxx Video City, Inc., a California corporation ("VCI"), has merged
with and into Prism Entertainment Corporation, a Delaware corporation ("Prism"),
pursuant to an Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") dated as of October 25, 1996, as amended, by and between Prism and
VCI. Such merger is referred to herein as the "Merger." Prism is the survivor in
the Merger, its name has been changed in the Merger to "Video City, Inc.," and
it is referred to herein as the Company.
B. The Merger Agreement provides that the Shareholders will have certain
registration rights and it is a condition to the consummation of the Merger that
the Company enter into this Agreement with each of the Shareholders.
NOW, THEREFORE, in order to implement the foregoing and in consideration of
the mutual covenants and agreements contained herein, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following
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terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Common Stock" shall mean the Common Stock, $.01 par value per share,
of the Company, as constituted as of the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Xxxxxx" shall mean Xxxxxx Entertainment Inc., a Tennessee
corporation.
"Person" shall mean any individual, partnership, joint venture,
corporation. limited liability company, trust, unincorporated association, or
other entity of any nature whatsoever.
"Registration Expenses" shall mean the expenses so described in Section 6.
"Restricted Stock" shall mean the Shares, but excluding shares of Common
Stock (a) which have been registered under the Securities Act pursuant to an
effective registration statement filed thereunder and disposed of by a
Shareholder in accordance with the registration statement covering them; or (b)
which may be publicly sold by a Shareholder pursuant to Rule 144(k) under the
Securities Act (without regard to any volume limitation).
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described in Section 6.
"Shares" shall mean the shares of Common Stock owned, or purchasable
pursuant to the exercise of stock options held, by any of the Shareholders.
2. Restrictive Legend. Each certificate representing the Shares shall,
except in compliance with the following legend, be stamped or otherwise
imprinted with a legend substantially in the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING
SUCH SHARES UNDER THAT ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION
FROM REGISTRATION THEREUNDER IS AVAILABLE.
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3. Required Registration.
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(a) Immediately upon the Company's qualification to use a Form
S-3 Registration Statement to register the resale of shares of Restricted Stock,
one or more Shareholders may request the Company to register under the
Securities Act shares of Restricted Stock held by them for sale in the manner
specified in such notice, provided that the closing sale price (or if no sales
have been reported for such date, the mean between the closing bid and asked
price) per share of Common Stock on the trading day immediately preceding the
date of such notice, multiplied by the number of Shares as to which registration
is requested, is at least $500,000. The Company shall promptly give notice of
the proposed registration to all other Shareholders holding Restricted Stock,
and any such Shareholders may join in such request for registration by written
request received by the Company within 15 days after receipt of such written
notice from the Company. The Company shall be obligated to use its best efforts
to cause the registration for resale of the shares of Restricted Stock pursuant
to this Section 3(a) as soon as practicable, but in no event more than 45 days
following the receipt of such notice, and on an unlimited number of occasions,
subject to applicable law. The Company shall notify the Shareholders within 30
days after it has become eligible to use Form S-3.
(b) In the event that on or prior to December 31, 1997, the
Company has not become qualified to use a Form S-3 Registration Statement to
register shares of Restricted Stock, then at any time thereafter one or more
Shareholders may request that the Company register pursuant to a Registration
Statement on Form S-1 or Form S-2, as applicable, the resale of no less than
325,000 shares of Restricted Stock for sale in the manner specified in such
notice. The Company shall promptly give notice of the proposed registration to
all other Shareholders holding Restricted Stock, and any such Shareholders may
join in such request for registration by written request received by the Company
within 15 days after receipt of such written notice from the Company. The
Company shall be obligated to use its best efforts to cause the registration for
resale of the shares of Restricted Stock pursuant to this Section 3(b) as soon
as practicable, but in no event more than 45 days following the receipt of such
notice, and on one occasion only, provided, however that such obligation shall
be deemed satisfied only when a registration statement covering the Restricted
Stock, for sale in accordance with the method of disposition specified in the
notice, shall have become effective.
(c) Notwithstanding the foregoing and anything to the contrary
contained herein, (i) the only securities that the Company shall be required to
register for resale pursuant to this Section 3 shall be shares of Common Stock,
(ii) no request may be made under this Section 3 within 90 days after the
effective date of a registration statement filed by the Company covering a firm
commitment underwritten public offering of Common Stock by the Company under the
Securities Act and
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(iii) the Company may postpone for a reasonable period of time, not to exceed 30
days, the filing or the effectiveness of any registration statement covering the
shares of Restricted Stock requested to be registered under this Section 3 if
the Board of Directors of the Company in good faith determines that such
registration would have a material adverse effect on any plan or proposal by the
Company with respect to any financing, acquisition, recapitalization,
reorganization or other material transaction, or the Company is in possession of
material non-public information that, if publicly disclosed, would result in a
material disruption of a major corporate development or transaction then pending
or in progress or in other material adverse consequences to the Company.
(d) The Company shall be entitled to include in any registration
statement referred to in this Section 3, for sale in accordance with the method
of disposition specified in the notice from Shareholders referred to above,
shares of Common Stock to be sold by the Company for its own account and or by
other holders of Common Stock, provided, however, that if the registration
covers an underwritten public offering, if the managing underwriter or
underwriters, if any, of such offering advise the Company that the number of
shares requested to be included in the registration should be reduced or
eliminated, and if Xxxxxx, or any transferee or assignee of Common Stock from
Xxxxxx shall have requested inclusion of shares in such registration statement,
then the shares so excluded shall be excluded in the order specified in that
certain Registration Rights Agreement dated the date hereof between the Company
and Xxxxxx (the "Xxxxxx. Registration Agreement").
4. Registration Procedures. If and whenever the Company is required
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by the provisions of Section 3 to use its best efforts to effect the
registration of any shares of Restricted Stock under the Securities Act, the
Company will, as expeditiously as reasonably possible but in no event more than
45 days following the receipt of the notice from Shareholders requesting such
registration:
(a) prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in Section 4(a) above and comply with the provisions of the
Securities Act with respect to the disposition of all Restricted Stock covered
by such registration statement;
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(c) furnish to each Shareholder whose Shares are included
therein and to each underwriter such number of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus) as such persons reasonably may request in order to facilitate the
public sale or other disposition of the shares of Restricted Stock covered by
such registration statement;
(d) use its best efforts to register or qualify the Restricted
Stock covered by such registration statement under the securities or "blue sky"
laws of such jurisdictions as any Shareholder or, in the case of an underwritten
public offering, the managing underwriter reasonably shall request, provided,
however that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified, subject itself to taxation in any jurisdiction
wherein it is not so subject, or to consent to general service of process in any
such jurisdiction;
(e) use its best efforts to list the Restricted Stock covered by
such registration statement with any securities exchange or the Nasdaq Stock
Market on which the Common Stock of the Company is then listed or quoted;
(f) promptly notify each Shareholder whose Shares are included
in such registration statement, and each underwriter under such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event of which the
Company has knowledge as a result of which the prospectus contained in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made. Each Shareholder agrees upon receipt
of such notice forthwith to cease making offers and sales of Restricted Stock
pursuant to such registration statement or deliveries of the prospectus
contained therein for any purpose until the Company has prepared and furnished
such amendment or supplement to the prospectus as may be necessary so that, as
thereafter delivered to purchasers of such Restricted Stock, such prospectus
shall not include 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 in the light of the circumstances under which they were
made.
For purposes of Section 4(a) and 4(b) and of Section 3(c), the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of the shares of Restricted Stock in any other registration shall be deemed to
extend until the earlier of the sale of all the shares of Restricted Stock
covered thereby or three years after the effective date thereof.
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In connection with any registration hereunder, each Shareholder whose
Shares are included therein shall provide such information and execute such
documents as may reasonably be required in connection with such registration.
5. Piggyback Registrations. Each time that the Company proposes to
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file a registration statement under the Securities Act with respect to an
offering (in connection with an offering of Common Stock either by the Company
or by its shareholders) on a form that would also permit the registration of the
Restricted Stock, the Company will give written notice of such proposal to each
Shareholder; provided, however, that, if there is an effective registration
statement covering the Restricted Stock, no such notice pursuant to this Section
5 shall be required. Each Shareholder may, by written request given within ten
business days after receipt of any such notice, require the Company to use its
best efforts to cause all or part of the Restricted Stock to be included in such
registration statement. Notwithstanding the foregoing, if the managing
underwriter or underwriters, if any, of such offering advise the Company in
writing that inclusion of the Restricted Stock would (a) make it impracticable
to conduct an underwritten offering of the Common Stock being registered at the
price at which such Common Stock could be sold without such inclusion, or (b)
materially and adversely interfere with the offering, then the number of the
shares requested to be included in the registration by the Shareholders may be
reduced or eliminated; provided, that if Xxxxxx or any Transferee or assignee of
Common Stock from Xxxxxx shall have requested registration of its shares in such
registration statement, then the shares so excluded shall be excluded in the
order specified in the Xxxxxx Registration Agreement. In connection with any
registration pursuant to this Section 5 covering an underwritten public
offering, the Company and each Shareholder whose Shares are included therein
shall enter into a written agreement with a managing underwriter containing such
provisions as are customary in the securities business for such an arrangement
between such underwriters and companies of the Company's size and investment
stature. In connection with any such registration, each such Shareholder shall
(a) provide such information and execute such documents as may be reasonably
required in connection with such registration, (b) agree to sell the shares of
Restricted Stock on the basis provided in any underwriting arrangements and (c)
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements, which arrangements shall not be inconsistent
herewith.
6. Expenses. All expenses of registration and offerings in
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connection with this Agreement including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
counsel fees) incurred in connection with complying with federal and state
securities laws, fees of the NASD and of transfer agents and registrar but
excluding any Selling Expenses, are called
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"Registration Expenses." All underwriting discounts and selling commissions
applicable to the sale of the shares of Restricted Stock are called "Selling
Expenses".
The Company will pay all Registration Expenses in connection with each
registration statement filed in accordance with this Agreement. All Selling
Expenses in connection with the sale of shares of Restricted Stock pursuant to
each registration statement filed in accordance with this Agreement shall be
borne pro rata by the Shareholders.
7. Rule 144. During any period that the Company has any securities
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registered under the Exchange Act, the Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the Commission thereunder, and it will
take such further action as any Share holder may reasonably request, all to the
extent required from time to time to enable Shareholders to sell their Shares
without registration under the Securities Act within the limitation of the
exemption provided by (i) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (ii) any similar rule or regulation hereafter
adopted by the Commission.
8. Indemnification and Contribution.
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(a) In the event of a registration of any Restricted Stock under
the Securities Act pursuant to this Agreement, the Company will indemnify and
hold harmless each Shareholder, each underwriter of such Restricted Stock
thereunder and each other person, if any, who controls such Shareholder or such
underwriter within the meaning of the Securities Act, against any losses,
claims. damages* or liabilities, joint or several, to which such Shareholder,
such underwriter or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
of any material fact contained in any registration statement under which such
Restricted Stock were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission to state therein a
material-fait required to be stated therein or necessary to make the statements
therein not misleading, and will pay the legal fees and other expenses of such
Shareholder, each such underwriter and each such controlling person incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Company will not be liable to
such Shareholder in any such case if and to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in reliance
upon and in conformity with information furnished by such Shareholder, any such
underwriter or any such controlling person in writing, and, provided further,
however, that the Company will not be liable in any
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such case to the extent that any such loss, claim, damage, liability or action
arises out of or is based upon an untrue or alleged untrue statement or omission
or an alleged omission made in any preliminary prospectus or final prospectus if
(1) such Shareholder failed to send or deliver a copy of the final prospectus or
prospectus supplement with or prior to the delivery of written confirmation of
the sale of Restricted Stock and (2) the final prospectus or prospectus
supplement would have corrected such untrue statement or omission.
(b) In the event of a registration of any Restricted Stock under
the Securities Act pursuant to this Agreement, each selling Shareholder will
indemnify and hold harmless the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement, each director of the Company, each
underwriter and each person who controls any underwriter within the meaning of
the Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such officer, director, underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement under
which Restricted Stock was registered under the Securities Act pursuant to this
Agreement, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will pay legal fees and other expenses of the Company and each such officer,
director, underwriter and controlling person incurred by them in connection with
investigating or defending any such loss, claim damage, liability or action,
provided, however, that a Shareholder will be liable hereunder in any such case
if and only to the extent that any such loss, claim damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
information furnished in writing to the Company by such Shareholder for use in
such registration statement or prospectus.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the failure to so notify
the indemnifying party shall not relieve it from any liability that it may have
to such indemnified party other than under this Section 8 and shall only relieve
it from any liability that. it may have to such indemnified party under this
Section 8 if and to the extent the indemnifying party is prejudiced thereby. In
case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and
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to the extent it shall wish, to assume and undertake the defense thereof with
counsel reasonably satisfactory to such party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof. the indemnifying party shall not be liable to
such indemnified party under this Section 8 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof;
provided, however, that, 'if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded (based on the advice of counsel) that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assert such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm, of attorneys (together with appropriate
local counsel as required by the local rules of such jurisdiction) at any time
for all such indemnified parties.
(d) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.
9. Representations, Warranties and Agreements by Shareholders.
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(a) Each Shareholder individually represents and wan-ants that
he has acquired or will acquire his Shares for investment solely for his own
account and not with a view to, or for resale in connection with, the
distribution or other disposition thereof. The Shareholder agrees and
acknowledges that he will not, directly or indirectly, offer, transfer, sell,
assign, pledge, hypothecate or otherwise dispose of any Shares, or solicit any
offers to purchase or otherwise acquire or take a pledge of any Shares, unless
such offer, transfer, sale, assignment, pledge, hypothecation or other
disposition complies with the provisions of this Agreement and (i) such
transfer, sale, assignment, pledge or hypothecation or other disposition is
pursuant to an effective registration statement under the Securities Act and has
been registered under all applicable state securities or "blue sky" laws or (ii)
no such
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registration is required because of the availability of an exemption from
registration under the Securities Act and all applicable state securities or
"blue sky" laws.
(b) In addition, each Shareholder individually represents and
warrants that (i) he is an "accredited investor" (as such term is defined by
Rule 50l(a) of the Securities Act) or (ii) either alone or with his "purchase
representative(s)" (as such term is defined by Rule 501(h) of the Securities
Act) has such knowledge and experience in financial and business matters that he
is capable of evaluating the merits and risks of his prospective investment in
the Shares.
(c) Each Shareholder further acknowledges and represents that he
has been advised by the Company that:
(i) the offer and sale of the Shares have not been
registered under the Securities Act;
(ii) the Shares must be held and the Shareholder must
continue to bear the economic risk of the investment in the Shares until (i) the
Shares are registered pursuant to an effective registration statement under the
Securities Act and all applicable state securities laws or (ii) an exemption
from such registration is available;
(iii) when and if Shares may be disposed of without
registration under the Securities Act in reliance on Rule 144, such disposition
can be made only in limited amounts in accordance with the terms and conditions
of such Rule;
(iv) if the Rule 144 exemption is not available, public
offer or sale of Shares without registration will require compliance with some
other exemption under the Securities Act;
(v) a restrictive legend in the form set forth in Section 2
above shall be placed on the certificates representing the Shares; and
(vi) a notation shall be made in the appropriate records of
the Company indicating that the Shares are subject to restrictions on transfer,
and appropriate stop-transfer instructions will be issued to the Company's
transfer agent with respect to the Shares.
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10. Miscellaneous.
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(a) All covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto (including, without
limitation, transferees of any shares of Restricted Stock), whether so expressed
or not.
(b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by certified or registered
mail, return receipt requested, postage prepaid, or sent by Federal Express or
other recognized overnight courier service, addressed as follows:
if to the Company:
Prism Entertainment Corporation
0000 XxXxxxxx Xxxxx, Xxxxx X
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Telecopy: (000) 000-0000
if to a Shareholder:
To their respective addresses as shown on the stock ownership
register of the Company
or, in any case, at such other address or addresses as shall have been furnished
in writing by one party to the other in accordance with the provisions of this
Section 10(b).
(c) This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California without giving
effect to the conflict of laws provisions.
(d) This Agreement may not be amended or modified, and no
provision hereof may be waived, without the written consent of the Company and
each Shareholder whose rights or obligations would be affected thereby.
(e) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. In proving this Agreement it shall not
be necessary to produce or account for more than one such counterpart executed
by the party against whom enforcement is sought.
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(f) If requested in writing by the underwriters for an
underwritten public offering of securities of the Company, the Shareholders
shall agree not to sell publicly any Restricted Stock or any other shares of
Common Stock (other than shares of Restricted Stock or other shares of Common
Stock being registered in such offering), without the consent of such
underwriters, for a period, not to exceed ninety days, following the effective
date of the registration statement relating to such offering to be reasonably
determined by the underwriters, except that the Shareholders shall not be
required to so agree, more than once during any twelve calendar months.
(g) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the date and year first above written.
PRISM ENTERTANMENT
CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: President
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SHAREHOLDERS:
/s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
/s/ Young X. Xxx
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Young X. Xxx
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/s/ Xxx X. Xxx
-----------------------------
Xxx X. Xxx
/s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
-----------------------------
Xxxxxxx Xxxxxxx
MORTCO, INC.
By: /s/ Xxx Xxxxxx, President
--------------------------
Xxx Xxxxxx, President
/s/ Xxxxx Xxxxxxx
-----------------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx
/s/ Xxxxxx Xxxxxxxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxxxxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
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