EXHIBIT 10.28
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered
into as of December 13, 2004 by DCI USA, INC., a Delaware
corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor"); and XXXXX XXXXXXXX
PC (the "Escrow Agent").
BACKGROUND
WHEREAS, the Company and the Investor have entered into an
Standby Equity Distribution Agreement (the "Standby Equity
Distribution Agreement") of even date herewith, pursuant to which
the Investor will purchase the Company's Common Stock, par value
$.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
Five Million Dollars ($5,000,000). 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: DCI USA, Inc./Cornell
Capital Partners, LP. The Investor will wire funds to the
account of the Escrow Agent as follows:
Bank: Wachovia Bank, N.A.
Routing #: 000000000
Account #: 2000014931134
Name on Account: Xxxxx Xxxxxxxx PC, as Escrow
Agent
Name on Sub-Account: DCI USA, 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 PC 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 $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 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 Delaware, 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 certificate 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. Xxxxx Xxxxxxxxxx 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 PC
000 Xxxxxx Xxxxxx - Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to the Company, to: DCI USA, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to: Xxxxx Xxxxx & Associates
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, 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
New Jersey 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.
DCI USA, INC.
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Chairman
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Portfolio Manager
XXXXX XXXXXXXX PC
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx, Esq.
Title:
