ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and
entered into as of May 13th, 2005, by EYI INDUSTRIES, INC., a
Nevada corporation (the "Company"); CORNELL CAPITAL
PARTNERS, LP, a Delaware limited partnership (the "Investor"); and
XXXXX XXXXXXXX, ESQ. (the "Escrow Agent").
BACKGROUND
WHEREAS, the Company and the Investor have entered into an
Standby Equity Distribution Agreement (the "Standby Equity Distribution
Agreement") dated as of the date hereof, pursuant to which the Investor
will purchase the Company's Common Stock, par value US$0.001 per
share (the "Common Stock"), at a price per share equal to the Purchase
Price, as that term is defined in the Standby Equity Distribution
Agreement, for an aggregate price of up to Ten Million U.S.
Dollars ($10,000,000). The Standby Equity Distribution Agreement
provides that on each Advance Date the Investor, as that term is defined in
the Standby Equity Distribution Agreement, shall deposit the Advance
pursuant to the Advance Notice in a segregated escrow account to be held
by Escrow Agent and the Company shall deposit shares of the Company's
Common Stock, which shall be purchased by the Investor as set forth in
the Standby Equity Distribution Agreement, with the Escrow Agent, in
order to effectuate a disbursement to the Company of the Advance by the
Escrow Agent and a disbursement to the Investor of the shares of the
Company's Common Stock by Escrow Agent at a closing to be held as set
forth in the Standby Equity Distribution Agreement (the "Closing").
WHEREAS, Escrow Agent has agreed to accept, hold, and
disburse the funds and the shares of the Company's Common Stock
deposited with it in accordance with the terms of this Agreement.
WHEREAS, in order to establish the escrow of funds and shares
to effect the provisions of the Standby Equity Distribution Agreement, the
parties hereto have entered into this Agreement.
NOW THEREFORE, in consideration of the foregoing, it is
hereby agreed as follows:
1. Definitions. The following terms shall have the following
meanings when used herein:
a. "Escrow Funds" shall mean the Advance funds
deposited with the Escrow Agent pursuant to this Agreement.
b. "Joint Written Direction" shall mean a written
direction executed by the Investor and the Company directing Escrow
Agent to disburse all or a portion of the Escrow Funds or to take or refrain
from taking any action pursuant to this Agreement.
c. "Common Stock Joint Written Direction" shall
mean a written direction executed by the Investor and the Company
directing Investor's Counsel to disburse all or a portion of the shares of the
Company's Common Stock or to refrain from taking any action pursuant
to this Agreement.
2. Appointment of and Acceptance by Escrow Agent.
a. The Investor and the Company hereby appoint
Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby
accepts such appointment and, upon receipt by wire transfer of the Escrow
Funds in accordance with Section 3 below, agrees to hold, invest and
disburse the Escrow Funds in accordance with this Agreement.
b. The Investor and the Company hereby appoint the
Escrow Agent to serve as the holder of the shares of the Company's
Common Stock which shall be purchased by the Investor. The Escrow
Agent hereby accepts such appointment and, upon receipt via D.W.A.C or
the certificates representing of the shares of the Company's Common
Stock in accordance with Section 3 below, agrees to hold and disburse the
shares of the Company's Common Stock in accordance with this
Agreement.
c. The Company hereby acknowledges that the
Escrow Agent is counsel to the Investor in connection with the
transactions contemplated and referenced herein. The Company agrees
that in the event of any dispute arising in connection with this Escrow
Agreement or otherwise in connection with any transaction or agreement
contemplated and referenced herein, the Escrow Agent shall be permitted
to continue to represent the Investor and the Company will not seek to
disqualify such counsel.
3. Creation of Escrow Account/Common Stock Account.
a. On or prior to the date of this Agreement the
Escrow Agent shall establish an escrow account for the deposit of the
Escrow Funds entitled as follows: EYI Industries, Inc./Cornell Capital
Partners, LP. The Investor will wire funds to the account of the Escrow
Agent as follows:
Bank:Wachovia, N.A.
Routing #:000000000
Account #:2000014931134
Name on Account:Xxxxx Xxxxxxxx PC
Attorney Escrow Account
Name on Sub-Account:
EYI Industries,
Inc./Cornell Capital
Partners, LP Escrow
account
b. On or prior to the date of this Agreement the
Escrow Agent shall establish an account for the D.W.A.C. of the shares of
Common Stock. The Company will D.W.A.C. shares of the Company's
Common Stock to the account of the Escrow Agent as follows:
Brokerage Firm: Xxxxx Securities Corp.
Clearing House:Fiserv
Account #:00000000
DTC #:0632
Name on Account:Xxxxx Xxxxxxxx Escrow Account
4. Deposits into the Escrow Account. The Investor agrees that
it shall promptly deliver all monies for the payment of the Common Stock
to the Escrow Agent for deposit in the Escrow Account.
5. Disbursements from the Escrow Account.
a. At such time as Escrow Agent has collected and
deposited instruments of payment in the total amount of the Advance and
has received such Common Stock via D.W.A.C from the Company which
are to be issued to the Investor pursuant to the Standby Equity Distribution
Agreement, the Escrow Agent shall notify the Company and the Investor.
The Escrow Agent will continue to hold such funds until the Investor and
Company execute and deliver a Joint Written Direction directing the
Escrow Agent to disburse the Escrow Funds pursuant to Joint Written
Direction at which time the Escrow Agent shall wire the Escrow Funds to
the Company. In disbursing such funds, Escrow Agent is authorized to
rely upon such Joint Written Direction from Company and may accept any
signatory from the Company listed on the signature page to this
Agreement and any signature from the Investor that Escrow Agent already
has on file. Simultaneous with delivery of the executed Joint Written
Direction to the Escrow Agent the Investor and Company shall execute
and deliver a Common Stock Joint Written Direction to the Escrow Agent
directing the Escrow Agent to release via D.W.A.C to the Investor the
shares of the Company's Common Stock. In releasing such shares of
Common Stock the Escrow Agent is authorized to rely upon such
Common Stock Joint Written Direction from Company and may accept
any signatory from the Company listed on the signature page to this
Agreement and any signature from the Escrow Agent has on file.
In the event the Escrow Agent does not receive the amount of the
Advance from the Investor or the shares of Common Stock to be
purchased by the Investor from the Company, the Escrow Agent shall
notify the Company and the Investor.
In the event that the Escrow Agent has not received the Common
Stock to be purchased by the Investor from the Company, in no event will
the Escrow Funds be released to the Company until such shares are
received by the Escrow Agreement. For purposes of this Agreement, the
term "Common Stock certificates" shall mean Common Stock certificates
to be purchased pursuant to the respective Advance Notice pursuant to the
Standby Equity Distribution Agreement.
6. Deposit of Funds. The Escrow Agent is hereby authorized
to deposit the wire transfer proceeds in the Escrow Account.
7. Suspension of Performance: Disbursement Into Court.
a. Escrow Agent. If at any time, there shall exist any
dispute between the Company and the Investor with respect to holding or
disposition of any portion of the Escrow Funds or the Common Stock or
any other obligations of Escrow Agent hereunder, or if at any time Escrow
Agent is unable to determine, to Escrow Agent's sole satisfaction, the
proper disposition of any portion of the Escrow Funds or Escrow Agent's
proper actions with respect to its obligations hereunder, or if the parties
have not within thirty (30) days of the furnishing by Escrow Agent of a
notice of resignation pursuant to Section 9 hereof, appointed a successor
Escrow Agent to act hereunder, then Escrow Agent may, in its sole
discretion, take either or both of the following actions:
i. Suspend the performance of any of its
obligations (including without limitation any disbursement
obligations) under this Escrow Agreement until such dispute or
uncertainty shall be resolved to the sole satisfaction of Escrow Agent or
until a successor Escrow Agent shall be appointed (as the case may be);
provided however, Escrow Agent shall continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or
ii. Petition (by means of an interpleader action
or any other appropriate method) any court of competent jurisdiction in
any venue convenient to Escrow Agent, for instructions with respect to
such dispute or uncertainty, and to the extent required by law, pay into
such court, for holding and disposition in accordance with the instructions
of such court, all funds held by it in the Escrow Funds, after deduction and
payment to Escrow Agent of all fees and expenses (including court costs
and attorneys' fees) payable to, incurred by, or expected to be incurred by
Escrow Agent in connection with performance of its duties and the
exercise of its rights hereunder.
iii. Escrow Agent shall have no liability to the
Company, the Investor, or any person with respect to any such suspension
of performance or disbursement into court, specifically including any
liability or claimed liability that may arise, or be alleged to have arisen,
out of or as a result of any delay in the disbursement of funds held in the
Escrow Funds or any delay in with respect to any other action required or
requested of Escrow Agent.
8. Investment of Escrow Funds. The Escrow Agent shall
deposit the Escrow Funds in a non-interest bearing money market account.
If Escrow Agent has not received a Joint Written Direction at any
time that an investment decision must be made, Escrow Agent may retain
the Escrow Fund, or such portion thereof, as to which no Joint Written
Direction has been received, in a non-interest bearing money market
account.
9. Resignation and Removal of Escrow Agent. Escrow Agent
may resign from the performance of its duties hereunder at any time by
giving thirty (30) days' prior written notice to the parties or may be
removed, with or without cause, by the parties, acting jointly, by
furnishing a Joint Written Direction to Escrow Agent, at any time by the
giving of ten (10) days' prior written notice to Escrow Agent as provided
herein below. Upon any such notice of resignation or removal, the
representatives of the Investor and the Company identified in Sections
13a.(iv) and 13b.(iv), below, jointly shall appoint a successor Escrow
Agent hereunder, which shall be a commercial bank, trust company or
other financial institution with a combined capital and surplus in excess of
US$10,000,000.00. Upon the acceptance in writing of any appointment of
Escrow Agent hereunder by a successor Escrow Agent, such successor
Escrow Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations
under this Escrow Agreement, but shall not be discharged from any
liability for actions taken as Escrow Agent hereunder prior to such
succession. After any retiring Escrow Agent's resignation or removal, the
provisions of this Escrow Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Escrow Agent under
this Escrow Agreement. The retiring Escrow Agent shall transmit all
records pertaining to the Escrow Funds and shall pay all funds held by it in
the Escrow Funds to the successor Escrow Agent, after making copies of
such records as the retiring Escrow Agent deems advisable and after
deduction and payment to the retiring Escrow Agent of all fees and
expenses (including court costs and attorneys' fees) payable to, incurred
by, or expected to be incurred by the retiring Escrow Agent in connection
with the performance of its duties and the exercise of its rights hereunder.
10. Liability of Escrow Agent.
a. Escrow Agent shall have no liability or obligation
with respect to the Escrow Funds except for Escrow Agent's willful
misconduct or gross negligence. Escrow Agent's sole responsibility shall
be for the safekeeping, investment, and disbursement of the Escrow Funds
in accordance with the terms of this Agreement. Escrow Agent shall have
no implied duties or obligations and shall not be charged with knowledge
or notice or any fact or circumstance not specifically set forth herein.
Escrow Agent may rely upon any instrument, not only as to its due
execution, validity and effectiveness, but also as to the truth and accuracy
of any information contained therein, which Escrow Agent shall in good
faith believe to be genuine, to have been signed or presented by the person
or parties purporting to sign the same and conform to the provisions of this
Agreement. In no event shall Escrow Agent be liable for incidental,
indirect, special, and consequential or punitive damages. Escrow Agent
shall not be obligated to take any legal action or commence any
proceeding in connection with the Escrow Funds, any account in which
Escrow Funds are deposited, this Agreement or the Standby Equity
Distribution Agreement, or to appear in, prosecute or defend any such
legal action or proceeding. Escrow Agent may consult legal counsel
selected by it in the event of any dispute or question as to construction of
any of the provisions hereof or of any other agreement or its duties
hereunder, or relating to any dispute involving any party hereto, and shall
incur no liability and shall be fully indemnified from any liability
whatsoever in acting in accordance with the opinion or instructions of
such counsel. The Company and the Investor jointly and severally shall
promptly pay, upon demand, the reasonable fees and expenses of any such
counsel and Escrow Agent is hereby authorized to pay such fees and
expenses from funds held in escrow.
b. The Escrow Agent is hereby authorized, in its sole
discretion, to comply with orders issued or process entered by any court
with respect to the Escrow Funds, without determination by the Escrow
Agent of such court's jurisdiction in the matter. If any portion of the
Escrow Funds is at any time attached, garnished or levied upon under any
court order, or in case the payment, assignment, transfer, conveyance or
delivery of any such property shall be stayed or enjoined by any court
order, or in any case any order judgment or decree shall be made or
entered by any court affecting such property or any part thereof, then and
in any such event, the Escrow Agent is authorized, in its sole discretion, to
rely upon and comply with any such order, writ judgment or decree which
it is advised by legal counsel selected by it, binding upon it, without the
need for appeal or other action; and if the Escrow Agent complies with
any such order, writ, judgment or decree, it shall not be liable to any of the
parties hereto or to any other person or entity by reason of such
compliance even though such order, writ judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated.
11. Indemnification of Escrow Agent. From and at all times
after the date of this Agreement, the parties jointly and severally, shall, to
the fullest extent permitted by law and to the extent provided herein,
indemnify and hold harmless Escrow Agent and each director, officer,
employee, attorney, agent and affiliate of Escrow Agent (collectively, the
"Indemnified Parties") against any and all actions, claims (whether or not
valid), losses, damages, liabilities, costs and expenses of any kind or
nature whatsoever (including without limitation reasonable attorney's fees,
costs and expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, whether direct, indirect or
consequential, as a result of or arising from or in any way relating to any
claim, demand, suit, action, or proceeding (including any inquiry or
investigation) by any person, including without limitation the parties to
this Agreement, whether threatened or initiated, asserting a claim for any
legal or equitable remedy against any person under any statute or
regulation, including, but not limited to, any federal or state securities
laws, or under any common law or equitable cause or otherwise, arising
from or in connection with the negotiation, preparation, execution,
performance or failure of performance of this Agreement or any
transaction contemplated herein, whether or not any such Indemnified
Party is a party to any such action or proceeding, suit or the target of any
such inquiry or investigation; provided, however, that no Indemnified
Party shall have the right to be indemnified hereunder for liability finally
determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted solely from the gross negligence or willful
misconduct of such Indemnified Party. If any such action or claim shall
be brought or asserted against any Indemnified Party, such Indemnified
Party shall promptly notify the Company and the Investor hereunder in
writing, and the and the Company shall assume the defense thereof,
including the employment of counsel and the payment of all expenses.
Such Indemnified Party shall, in its sole discretion, have the right to
employ separate counsel (who may be selected by such Indemnified Party
in its sole discretion) in any such action and to participate and to
participate in the defense thereof, and the fees and expenses of such
counsel shall be paid by such Indemnified Party, except that the Investor
and/or the Company shall be required to pay such fees and expense
if (a) the Investor or the Company agree to pay such fees and expenses,
or (b) the Investor and/or the Company shall fail to assume the defense of
such action or proceeding or shall fail, in the sole discretion of such
Indemnified Party, to employ counsel reasonably satisfactory to the
Indemnified Party in any such action or proceeding, (c) the Investor and
the Company are the plaintiff in any such action or proceeding or (d) the
named or potential parties to any such action or proceeding (including any
potentially impleaded parties) include both Indemnified Party the
Company and/or the Investor and Indemnified Party shall have been
advised by counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
Company or the Investor. The Investor and the Company shall be jointly
and severally liable to pay fees and expenses of counsel pursuant to the
preceding sentence, except that any obligation to pay under clause (a) shall
apply only to the party so agreeing. All such fees and expenses payable
by the Company and/or the Investor pursuant to the foregoing sentence
shall be paid from time to time as incurred, both in advance of and after
the final disposition of such action or claim. The obligations of the parties
under this section shall survive any termination of this Agreement, and
resignation or removal of the Escrow Agent shall be independent of any
obligation of Escrow Agent.
12. Expenses of Escrow Agent. Except as set forth in Section
11 the Company shall reimburse Escrow Agent for all of its reasonable
out-of-pocket expenses, including attorneys' fees, travel expenses,
telephone and facsimile transmission costs, postage (including express
mail and overnight delivery charges), copying charges and the like as
outlined in Section 12.4 of the Standby Equity Distribution Agreement
dated the date hereof. All of the compensation and reimbursement
obligations set forth in this Section shall be payable by the Company,
upon demand by Escrow Agent. The obligations of the Company under
this Section shall survive any termination of this Agreement and the
resignation or removal of Escrow Agent.
13. Warranties.
a. The Investor makes the following representations
and warranties to Xxxxx Xxxxxxxx, Esq., as the Escrow Agent and
Investor's Counsel:
i. The Investor has full power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder.
ii. This Agreement has been duly approved by
all necessary action of the Investor, including any necessary approval of
the limited partner of the Investor, has been executed by duly authorized
officers of the Investor's general partner, enforceable in accordance with
its terms.
iii. The execution, delivery, and performance of
the Investor of this Agreement will not violate, conflict with, or cause a
default under the agreement of limited partnership of the Investor, any
applicable law or regulation, any court order or administrative ruling or
degree to which the Investor is a party or any of its property is subject, or
any agreement, contract, indenture, or other binding arrangement.
iv. Xxxx X. Xxxxxx has been duly appointed to
act as the representative of Investor hereunder and has full power and
authority to execute, deliver, and perform this Agreement, to execute and
deliver any Joint Written Direction, to amend, modify, or waive any
provision of this Agreement, and to take any and all other actions as the
Investor's representative under this Agreement, all without further consent
or direction form, or notice to, the Investor or any other party.
v. No party other than the parties hereto have,
or shall have, any lien, claim or security interest in the Escrow Funds or
any part thereof. No financing statement under the Uniform Commercial
Code is on file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the Escrow Funds or any
part thereof.
vi. All of the representations and warranties of
the Investor contained herein are true and complete as of the date hereof
and will be true and complete at the time of any disbursement from the
Escrow Funds.
b. The Company makes the following representations
and warranties to Escrow Agent and the Investor:
i. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of Nevada, and has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.
ii. This Agreement has been duly approved by
all necessary corporate action of the Company, including any necessary
shareholder approval, has been executed by duly authorized officers of the
Company, enforceable in accordance with its terms.
iii. The execution, delivery, and performance by
the Company of this Escrow Agreement is in accordance with the Standby
Equity Distribution Agreement and will not violate, conflict with, or cause
a default under the articles of incorporation or bylaws of the Company,
any applicable law or regulation, any court order or administrative ruling
or decree to which the Company is a party or any of its property is subject,
or any agreement, contract, indenture, or other binding arrangement.
iv. Xxx Xxxxxxxx has been duly appointed to act
as the representative of the Company hereunder and has full power and
authority to execute, deliver, and perform this Agreement, to execute and
deliver any Joint Written Direction, to amend, modify or waive any
provision of this Agreement and to take all other actions as the Company's
Representative under this Agreement, all without further consent or
direction from, or notice to, the Company or any other party.
v. No party other than the parties hereto shall
have, any lien, claim or security interest in the Escrow Funds or any part
thereof. No financing statement under the Uniform Commercial Code is
on file in any jurisdiction claiming a security interest in or
describing (whether specifically or generally) the Escrow Funds or any
part thereof.
vi. All of the representations and warranties of
the Company contained herein are true and complete as of the date hereof
and will be true and complete at the time of any disbursement from the
Escrow Funds.
14. Consent to Jurisdiction and Venue. In the event that any
party hereto commences a lawsuit or other proceeding relating to or
arising from this Agreement, the parties hereto agree that the United States
District Court for the District of New Jersey shall have the sole and
exclusive jurisdiction over any such proceeding. If all such courts lack
federal subject matter jurisdiction, the parties agree that the Superior Court
Division of New Jersey, Chancery Division of Xxxxxx County shall have
sole and exclusive jurisdiction. Any of these courts shall be proper venue
for any such lawsuit or judicial proceeding and the parties hereto waive
any objection to such venue. The parties hereto consent to and agree to
submit to the jurisdiction of any of the courts specified herein and agree to
accept the service of process to vest personal jurisdiction over them in any
of these courts.
15. Notice. All notices and other communications hereunder
shall be in writing and shall be deemed to have been validly served, given
or delivered five (5) days after deposit in the United States mail, by
certified mail with return receipt requested and postage prepaid, when
delivered personally, one (1) day delivery to any overnight courier, or
when transmitted by facsimile transmission and addressed to the party to
be notified as follows:
If to Investor, to:
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxx Xxxxxx
Facsimile: (000) 000-0000
If to Escrow Agent, to:
Xxxxx Xxxxxxxx, Esq.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
If to Company, to:
EYI Industries, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxx Xxxxxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx
Xxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx - Xxxxx
0000
Xxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Or to such other address as each party may designate for itself by
like notice.
16. Amendments or Waiver. This Agreement may be changed,
waived, discharged or terminated only by a writing signed by the parties
of the Escrow Agent. No delay or omission by any party in exercising any
right with respect hereto shall operate as waiver. A waiver on any one
occasion shall not be construed as a bar to, or waiver of, any right or
remedy on any future occasion.
17. Severability. To the extent any provision of this
Agreement is prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition, or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
18. Governing Law. This Agreement shall be construed and
interpreted in accordance with the internal laws of the State of Nevada
without giving effect to the conflict of laws principles thereof.
19. Entire Agreement. This Agreement constitutes the entire
Agreement between the parties relating to the holding, investment, and
disbursement of the Escrow Funds and sets forth in their entirety the
obligations and duties of the Escrow Agent with respect to the Escrow
Funds.
20. Binding Effect. All of the terms of this Agreement, as
amended from time to time, shall be binding upon, inure to the benefit of
and be enforceable by the respective heirs, successors and assigns of the
Investor, the Company, or the Escrow Agent.
21. Execution of Counterparts. This Agreement and any Joint
Written Direction may be executed in counter parts, which when so
executed shall constitute one and same agreement or direction.
22. Termination. Upon the first to occur of the termination of
the Standby Equity Distribution Agreement dated the date hereof or the
disbursement of all amounts in the Escrow Funds and Common Stock into
court pursuant to Section 7 hereof, this Agreement shall terminate and
Escrow Agent shall have no further obligation or liability whatsoever with
respect to this Agreement or the Escrow Funds or Common Stock.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties have hereunto set their
hands and seals the day and year above set forth.
EYI INDUSTRIES, INC.
By:/s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: President
CORNELL CAPITAL
PARTNERS, LP
By: Yorkville Advisors,
LLC
Its: General Partner
By:/s/ Xxxx Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Portfolio Manager
XXXXXX XXXXXXXX LLP
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx, Esq.
Title: Partner
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MI-178889 v2 0436920-0201
