EX-10.30
31
ex10-30.htm
FIRST AMENDMENT TO
CONSULTING AGREEMENT WITH XXXXXX XXXXXX
Exhibit
10.30
XA,
INC.
FIRST
AMENDMENT TO
CONSULTING
AGREEMENT
This
FIRST AMENDMENT TO
CONSULTING AGREEMENT, dated as of March 8, 2007, with an
effective date of August 1, 2006 (this “Agreement”), is by and between XA, INC.,
a corporation organized and existing under the laws of the State of Nevada
(the
“Company”), and XXXXXX XXXXXX (the “Consultant”) (collectively sometimes
referred to as the “Parties” and individually sometimes referred to as “Each
Party”). Unless otherwise indicated, all references to Sections are to Sections
in this Agreement. This Agreement is effective as of the “Effective Date” set
forth in Section 14 below.
W I T N E S S E T H
:
WHEREAS,
the
Parties previously entered into a sixty (60) month
Consulting Agreement with
an
Effective Date as defined below, which
Consulting Agreement is replaced and
superseded by this Agreement in all respects;
WHEREAS,
the
Company desires to obtain the services of Consultant, and Consultant desires
to
be employed by the Company upon the terms and conditions hereinafter set
forth;
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants, agreements, and
considerations herein contained, the Company and the Consultant hereto agree
as
follows:
1. Consulting
Services.
The
Company hereby retains the Consultant as Chief Executive Officer, President,
Secretary and Chairman of the Company’s Board of Directors (“Employment”), to
provide, and the Consultant hereby agrees to provide, financial, management
and
general business advisory services (the “Services”) to the Company as the
Company may reasonably deem to be necessary and beneficial to its efficient
and
effective operation of its business operations in general. Such Services shall
be rendered on a non-exclusive basis.
1.5. Consulting
Period.
(a) The
period during which the Consultant shall render the Services shall commence
as
of the effective date of this Agreement, August 1, 2006, for his services as
Chief Executive Officer, President, Secretary and as of February 23, 2007 for
his services as Chairman of the Company’s Board of Directors (the “Effective
Date”) and shall continue for a period of sixty (60) months from the August 1,
2006, Effective Date (August 1, 2011). This Agreement is automatically renewable
for successive one-year terms. The Consultant or the Company shall provide
the
other with written notice of non-renewal at least thirty (30) days, but not
more
than sixty (60) days, before the end of the period of Employment.
2. Scope
of Employment.
(a)
During the Employment, Consultant will serve as Chief Executive Officer,
President, Secretary and Chairman of the Board of Directors. In that connection,
Consultant will (i) devote his time, attention, and energies to the business
of
the Company and will diligently and to the best of his ability perform all
duties incident to his employment hereunder; (ii) use his best efforts to
promote the interests and goodwill of the Company; and (iii) perform such other
duties commensurate with his office as the Board of Directors of the Company
may
from time-to-time assign to him;
(b)
Section 2(a) shall not be construed as preventing Consultant from (i) serving
on
corporate, civic or charitable boards or committees, or (ii) from giving
Consultant the ability to consult with and assist other companies and
individuals so as not to be adverse or compete with the Company.
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(c)
In
connection with Consultant’s Employment as Chairman of the Company’s Board of
Directors, Consultant shall have an additional tie-breaking vote on any matters
to come before the Board of Directors, which end in a tie or deadlock between
the then voting members of the Board of Directors (including the Consultant’s
vote in such tie or deadlock vote), while Consultant is Chairman of the Board
of
Directors. For instance, if there are four voting members of the Board of
Directors present at a Board of Directors meeting (one of which is the
Consultant), and two members vote to approve a resolution which has come before
the Board of Directors and two members (including the Consultant’s vote) vote
not to approve the resolution, the approval or non-approval of the resolution
will be decided by a tie-breaking vote to be cast by Consultant as Chairman
of
the Board of Directors in his sole discretion (which shall in effect give the
Consultant while serving as the Chairman of the Board of Directors a second
vote
on any tied or deadlocked vote to come before the Board of
Directors).
3.
Compensation and Benefits During Agreement. During the Agreement, the Company
shall provide compensation to Consultant as follows.
(a)
Company shall pay Consultant a base compensation of $200,000 per year to LSC
Capital Advisers Corporation of which Consultant is the sole beneficial owner.
Consultant shall be responsible for the payment of all taxes to the Internal
Revenue Service as well as any and all other taxes payable in the United States
including taxes payable to any state or local jurisdiction. Consultant
indemnifies the Company with respect to the payment of any and all taxes owing
and due from Consultant’s compensation.
(b)
Consultant shall receive 850,000 options to purchase shares of the Company’s
common at an exercise price of $0.75 per share (the “Options”), which options
shall vest to Consultant as provided in the Option Agreement which evidences
the
Options and shall expire on the fifth anniversary of their grant date August
2,
2006, or as otherwise provided in the Option agreement. In the event of a
consolidation or merger or sale of all or substantially all of the assets of
the
Company in which outstanding shares of the Company’s common stock are exchanged
for securities, cash or other property of any other corporation, firm,
partnership, joint venture, association, or business entity, the Company is
otherwise acquired or there is a change of control of the Company (receipt
of
more than 50% of the outstanding shares of the Company, the Company otherwise
being acquired, or a change in control of the Company are collectively referred
to as an “Acquisition”), or in the event of liquidation of the Company, the
Options shall immediately vest.
(c)
The
Company shall reimburse Consultant for business expenses incurred by Consultant
in connection with the Employment in accordance with the Company’s then-current
policies.
(d)
Consultant will be entitled to thirty (30) days of paid time off (PTO) per
year.
PTO days shall begin on the 1st of January for each successive year. Unused
PTO
days shall expire on December 31 of each year and shall not roll-over into
the
next year. Other than the use of PTO days for illness or personal emergencies,
PTO days must be pre-approved by Company.
(e)
Consultant will be entitled to participate in any incentive program or
discretionary bonus program of the Company which may be implemented in the
future by the Board of Directors.
(f)
Consultant will be entitled to participate in any stock option plan of the
Company which may be approved in the future by the Board of
Directors.
(g)
The
Company hereby agrees to maintain a director and officers insurance policy
of at
least $1,000,000 coverage in full force and effect during Consultant’s period of
Employment including renewals of this Agreement.
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Any
act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by Consultant in
good faith and in the best interests of the Company and thus shall not be deemed
grounds for Termination for Cause.
4.
Confidential Information.
(a)
Consultant acknowledges that the law provides the Company with protection for
its trade secrets and confidential information. Consultant will not disclose,
directly or indirectly, any of the Company’s confidential business information
or confidential technical information to anyone without authorization from
the
Company’s management. Consultant will not use any of the Company’s confidential
business information or confidential technical information in any way, either
during or after the Employment with the Company, except as required in the
course of the Employment.
(b)
Consultant will strictly adhere to any obligations that may be owed to former
employers insofar as Consultant’s use or disclosure of their confidential
information is concerned.
(c)
Information will not be deemed part of the confidential information restricted
by this Section 4 if Consultant can show that: (i) the information was in
Consultant’s possession or within Consultant’s knowledge before the Company
disclosed it to Consultant; (ii) the information was or became generally known
to those who could take economic advantage of it; (iii) Consultant obtained
the
information from a party having the right to disclose it to Consultant without
violation of any obligation to the Company, or (iv) Consultant is required
to
disclose the information pursuant to legal process (e.g., a subpoena), provided
that Consultant notifies the Company immediately upon receiving or becoming
aware of the legal process in question. No combination of information will
be
deemed to be within any of the four exceptions in the previous sentence,
however, whether or not the component parts of the combination are within one
or
more exceptions, unless the combination itself and its economic value and
principles of operation are themselves within such an exception or exceptions.
(d)
All
originals and all copies of any drawings, blueprints, manuals, reports, computer
programs or data, notebooks, notes, photographs, and all other recorded,
written, or printed matter relating to research, manufacturing operations,
or
business of the Company made or received by Consultant during the Employment
are
the property of the Company. Upon Termination of the Employment, whether or
not
for Cause, Consultant will immediately deliver to the Company all property
of
the Company which may still be in Consultant’s possession. Consultant will not
remove or assist in removing such property from the Company’s premises under any
circumstances, either during the Employment or after Termination thereof, except
as authorized by the Company’s management.
(e)
For a
period of One (1) year after the date of Termination of the Employment,
Consultant will not, either directly or indirectly, hire or employ or offer
or
participate in offering employment to any person who at the time of such
Termination or at any time during such one year period following the time of
such Termination was an employee of the Company without the prior written
consent of the Company.
5.
Ownership of Intellectual Property.
(a)
The
Company will be the sole owner of any and all of Consultant’s Inventions that
are related to the Company’s business, as defined in more detail below.
(b)
For
purposes of this Agreement, “Inventions” means all inventions, discoveries, and
improvements (including, without limitation, any information relating to
manufacturing techniques, processes, formulas, developments or experimental
work, work in progress, or business trade secrets), along with any and all
other
work product relating thereto.
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(c)
An
Invention is “related to the Company’s business” (“Company-Related Invention”)
if it is made, conceived, or reduced to practice by Consultant (in whole or
in
part, either alone or jointly with others, whether or not during regular working
hours), whether or not potentially patentable or copyrightable in the U.S.
or
elsewhere, and it either: (i) involves equipment, supplies, facilities, or
trade
secret information of the Company; (ii) involves the time for which Consultant
was or is to be compensated by the Company; (iii) relates to the business of
the
Company or to its actual or demonstrably anticipated research and development;
or (iv) results, in whole or in part, from work performed by Consultant for
the
Company.
(d)
Consultant will promptly disclose to the Company, or its nominee(s), without
additional compensation, all Company-Related Inventions.
(e)
Consultant will assist the Company, at the Company’s expense, in protecting any
intellectual property rights that may be available anywhere in the world for
such Company-Related Inventions, including signing U.S. or foreign patent
applications, oaths or declarations relating to such patent applications, and
similar documents.
(f)
To
the extent that any Company-Related Invention is eligible under applicable
law
to be deemed a “work made for hire,” or otherwise to be owned automatically by
the Company, it will be deemed as such, without additional compensation to
Consultant. In some jurisdictions, Consultant may have a right, title, or
interest (“Right,” including without limitation all right, title, and interest
arising under patent law, copyright law, trade-secret law, or otherwise,
anywhere in the world, including the right to xxx for present or past
infringement) in certain Company-Related Inventions that cannot be automatically
owned by the Company. In that case, if applicable law permits Consultant to
assign Consultant’s Right(s) in future Company-Related Inventions at this time,
then Consultant hereby assigns any and all such Right(s) to the Company, without
additional compensation to Consultant; if not, then Consultant agrees to assign
any and all such Right(s) in any such future Company-Related Inventions to
the
Company or its nominee(s) upon request, without additional compensation to
Consultant.
6.
Non-competition. As a condition to, and in consideration of, the Company’s
entering into this Agreement, and giving Consultant access to certain
confidential and proprietary information, which Consultant recognizes is
valuable to the Company and, therefore, its protection and maintenance
constitutes a legitimate interest to be protected by the provisions of this
Section 6 as applied to Consultant and other employees similarly situated to
Consultant, and for ten dollars ($10) and other good and valuable consideration,
the receipt and sufficiency of which Consultant hereby acknowledges, Consultant
acknowledges and hereby agrees as follows:
(a)
that
Consultant is and will be engaged in the business of the Company;
(b)
that
Consultant has occupied a position of trust and confidence with the Company
prior to the Effective Date, and that during such period and the period of
Consultant’s Employment under this Agreement, Consultant has, and will, become
familiar with the Company’s trade secrets and with other proprietary and
confidential information concerning the Company;
(c)
that
the obligations of this Agreement are directly related to the Employment and
are
necessary to protect the Company’s legitimate business interests; and that the
Company’s need for the covenants set forth in this Agreement is based on the
following: (i) the substantial time, money and effort expended and to be
expended by the Company in developing technical designs, computer program source
codes, marketing plans and similar confidential information; (ii) the fact
that
Consultant will be personally entrusted with the Company’s confidential and
proprietary information; (iii) the fact that, after having access to the
Company’s technology and other confidential information, Consultant could become
a competitor of the Company; and (iv) the highly competitive nature of the
Company’s industry, including the premium that competitors of the Company place
on acquiring proprietary and competitive information; and
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(d)
that
for a period commencing on the Effective Date and ending nine (9) months
following Termination as provided in Section 11, Consultant will not, directly
or indirectly, serve as employee, agent, consultant, stockholder, director,
co-partner or in any other individual or representative capacity, own, operate,
manage, control, engage in, invest in or participate in any manner in, act
as
consultant or advisor to, render services for (alone or in association with
any
person, firm, corporation or entity), or otherwise assist any person or entity
that directly or indirectly engages or proposes to engage in (i) the same,
or a
substantially similar, type of business as that in which the Company engages;
or
(ii) the business of distribution or sale of (A) products and services
distributed, sold or license by the Company at the time of termination; or
(B)
products and services proposed at the time of Termination to be distributed,
sold or licensed by the Company, anywhere in North America (the “Territory”);
provided, however
(e)
that
nothing contained herein shall be construed to prevent Consultant from investing
in the stock or securities of any competing corporation listed on any recognized
national securities exchange or traded in the over the counter market in the
United States, but only if (i) such investment is of a totally passive nature
and does not involve Consultant devoting time to the management or operations
of
such corporation and Consultant is not otherwise involved in the business of
such corporation; and if (ii) Consultant and his associates (as such term is
defined in Regulation 14(A) promulgated under the Securities Exchange Act of
1934, as in effect on the Effective Date), collectively, do not own, directly
or
indirectly, more than an aggregate of two percent (2%) of the outstanding stock
or securities of such corporation.
7.
Legal
Fees and Expenses. In the event of a lawsuit, arbitration, or other
dispute-resolution proceeding between the Company and Consultant arising out
of
or relating to this Agreement, the prevailing party, in the proceeding as a
whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
including without limitation motions for preliminary or temporary injunctive
relief) will be entitled to recover its reasonable attorneys’ fees and expenses
unless the court or other forum determines that such a recovery would not serve
the interests of justice.
8.
Successors.
(a)
This
Agreement shall inure to the benefit of and be binding upon (i) the Company
and
its successors and assigns; (ii) Consultant and Consultant’s heirs and legal
representatives, except that Consultant’s duties and responsibilities under this
Agreement are of a personal nature and will not be assignable or delegable
in
whole or in part; and (iii) Consultant Parties as provided in Section
10.
(b)
The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, Acquisition or otherwise) to all or substantially all
of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "the Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or
otherwise.
9.
Arbitration.
(a)
Except as set forth in paragraph (b) of this Section 9 or to the extent
prohibited by applicable law, any dispute, controversy or claim arising out
of
or relating to this Agreement will be submitted to binding arbitration before
a
single arbitrator in accordance with the National Rules for the Resolution
of
Employment Disputes of the American Arbitration Association in effect on the
date of the demand for arbitration. The arbitration shall take place before
a
single arbitrator, who will preferably but not necessarily be a lawyer. Unless
otherwise agreed by the parties, the arbitration shall take place in the city
in
which Consultant’s principal office space is located at the time of the dispute
or was located at the time of Termination of the Employment (if applicable).
The
arbitrator is hereby directed to take all reasonable measures not inconsistent
with the interests of justice to expedite, and minimize the cost of, the
arbitration proceedings.
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(b)
To
protect inventions, trade secrets, or other confidential information of Section
4, and/or to enforce the non-competition provisions of Section 6, the Company
may seek temporary, preliminary, and/or permanent injunctive relief in a court
of competent jurisdiction, in each case, without waiving its right to
arbitration.
(c)
At
the request of either party, the arbitrator may take any interim measures s/he
deems necessary with respect to the subject matter of the dispute, including
measures for the preservation of confidentiality set forth in this Agreement.
(d)
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
(a)
The
Company agrees to indemnify and hold harmless Consultant, his nominees and/or
assigns (a reference in this Section 10 to Consultant also includes a reference
to Consultant’s nominees and/or assigns) against any and all losses, claims,
damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
and disbursements (incurred in any and all actions, suits, proceedings and
investigations in respect thereof and any and all legal and other costs,
expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise), including without limitation, the costs,
expenses and disbursements, as and when incurred, of investigating, preparing
or
defending any such action, suit, proceeding or investigation that is in any
way
related to the Consultant’s employment with the Company (whether or not in
connection with any action in which the Consultant is a party). Such
indemnification does not apply to acts performed by Consultant, which are
criminal in nature or a violation of law. The Company also agrees that
Consultant shall not have any liability (whether direct or indirect, in contract
or tort, or otherwise) to the Company, for, or in connection with, the
engagement of the Consultant under the Agreement, except to the extent that
any
such liability resulted primarily and directly from Consultant’s gross
negligence and willful misconduct.
(b)
These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to Consultant or the persons indemnified below in
this sentence and shall extend to the following: the Consultant, his affiliated
entities, partners, employees, legal counsel, agents, and controlling persons
(within the meaning of the federal securities laws), and the officers,
directors, employees, legal counsel, agents, and controlling persons of any
of
them (collectively, the “the Consultant Parties”).
(c)
If
any action, suit, proceeding or investigation is commenced, as to which any
of
the Consultant parties propose indemnification under the Agreement, they shall
notify the Company with reasonable promptness; provided however, that any
failure to so notify the Company shall not relieve the Company from its
obligations hereunder. The Consultant Parties shall have the right to retain
counsel of their own choice (which shall be reasonably acceptable by the
Company) to represent them, and the Company shall pay fees, expenses and
disbursements of such counsel; and such counsel shall, to the extent consistent
with its professional responsibilities, cooperate with the Company and any
counsel designated by the Company. The Company shall be liable for any
settlement of any claim against the Consultant Parties made with the Company’s
written consent, which consent shall not be unreasonably withheld. The Company
shall not, without the prior written consent of the party seeking
indemnification, which shall not be reasonably withheld, settle or compromise
any claim, or permit a default or consent to the entry of any judgment in
respect thereof, unless such settlement, compromise or consent includes, as
an
unconditional term thereof, the giving by the claimant to the party seeking
indemnification of an unconditional release from all liability in respect of
such claim.
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(d)
The
indemnification provided by this Section 10 shall not be deemed exclusive of,
or
to preclude, any other rights to which those seeking indemnification may at
any
time be entitled under the Company's Articles of Incorporation, Bylaws, any
law,
agreement or vote of shareholders or disinterested Directors, or otherwise,
or
under any policy or policies of insurance purchased and maintained by the
Company on behalf of Consultant, both as to action in his Employment and as
to
action in any other capacity.
(e)
Neither Termination nor completion of the Employment shall effect these
indemnification provisions which shall then remain operative and in full force
and effect.
This
Agreement and the consulting relationship created hereby will terminate (i)
upon
the disability or death of Consultant under Section 11 (a) or 11(b); (ii) with
cause under Section 11 (c); (iii) for good reason under Section 11 (d); (iv)
or
without cause under Section 11(e).
| |
(a)
|
Disability.
Company
shall have the right to terminate the employment of Consultant under
this
Agreement for disability in the event Consultant suffers an injury,
illness, or incapacity of such character as to substantially disable
him
from performing his duties without reasonable accommodation by Consultant
hereunder for a period of more than sixty (60) consecutive days upon
Company giving at least thirty (30) days written notice of termination.
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| |
(b)
|
Death.
This
agreement will terminate on the Death of the
Consultant.
|
| |
(c)
|
With
Cause.
Company may terminate this Agreement at any time because of, (i)
the
conviction of Consultant of an act or acts constituting a felony
involving
moral turpitude, dishonesty or theft or fraud; or (ii) Consultant’s gross
negligence in the performance of his duties
hereunder.
|
| |
(d)
|
Good
Reason.
The Consultant may terminate his employment for “Good Reason” by giving
Company ten (10) days written notice
if:
|
| |
(i)
|
he
is assigned, without his express written consent, any duties materially
inconsistent with his positions, duties, responsibilities, or status
with
Company as of the date hereof, or a change in his reporting
responsibilities or titles as in effect as of the date
hereof;
|
| | (ii) | his compensation is reduced;
or |
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(iii)
|
Company
does not pay any material amount of compensation due hereunder and
then
fails either to pay such amount within the ten (10) day notice period
required for termination hereunder or to contest in good faith such
notice.
|
|
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(e) |
Without
Cause.
Company
may terminate this Agreement without
cause.
|
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12.
Obligations of Company Upon Termination.
(a)
In
the event of the termination of Consultant’s employment pursuant to Section 11
(a), (b) or (c), Consultant will be entitled only to the compensation earned
by
him hereunder as of the date of such termination (plus life insurance or
disability benefits).
(b)
In
the event of the termination of any
position
to which Consultant is employed pursuant to this Agreement, which shall include
his termination from the position of Chief Executive Officer, President,
Secretary and/or Chairman of the Board of Directors, pursuant to Section 11
(d)
or (e), Consultant will be entitled to receive as severance pay, an amount
equal
to $250,000 in addition to any and all of the unpaid payments of salary
Consultant would have been owed had Consultant’s employment continued through
the end of the Consulting Period, in one lump sum. In addition to the severance
pay, the Options shall immediately vest following the termination of the
Consultant’s employment pursuant to Section 11 (d) or (e).
13.
Other
Provisions.
(a)
All
notices and statements with respect to this Agreement must be in writing.
Notices to the Company shall be delivered to the Chairman of the Board or any
vice president of the Company. Notices to Consultant may be delivered to
Consultant in person or sent to Consultant’s then-current mailing address as
indicated in the Company’s records.
(b)
This
Agreement sets forth the entire agreement of the parties concerning the subjects
covered herein; there are no promises, understandings, representations, or
warranties of any kind concerning those subjects except as expressly set forth
in this Agreement.
(c)
Any
modification of this Agreement must be in writing and signed by all parties;
any
attempt to modify this Agreement, orally or in writing, not executed by all
parties will be void.
(d)
If
any provision of this Agreement, or its application to anyone or under any
circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability will not affect any other
provision or application of this Agreement which can be given effect without
the
invalid or unenforceable provision or application and will not invalidate or
render unenforceable such provision or application in any other
jurisdiction.
(e)
This
Agreement will be governed and interpreted under the laws of the United States
of America and the laws of the State of Illinois as applied to contracts made
and carried out in Illinois by residents of Illinois.
(f)
No
failure on the part of any party to enforce any provisions of this Agreement
will act as a waiver of the right to enforce that provision.
(g)
Section headings are for convenience only and shall not define or limit the
provisions of this Agreement.
(h)
This
Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
[Remainder
of page left intentionally blank. Signature page follows.]
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14.
Summary of Terms of Employment
| Effective Date |
August 1, 2006, for Consultant’s services as Chief
Executive Officer, President, Secretary of the Company and February
23,
2007 for his services as Chairman of the Company’s Board of
Directors
|
| Term &
Commitment |
Sixty
months from the original August 1, 2006 Effective Date (August 1,
2011),
full-time, renewable
|
| Office / Position |
Chief Executive Officer, President, Secretary,
and
Chairman of the Company’s Board of Directors
|
|
Salary
| $200,000 per
year |
This
Agreement contains provisions requiring binding arbitration of disputes. By
signing this Agreement, Consultant acknowledges that he (i) has read and
understood the entire Agreement; (ii) has received a copy of it (iii) has had
the opportunity to ask questions and consult counsel or other advisors about
its
terms; and (iv) agrees to be bound by it.
Executed
to be effective as of the Effective Date.
| XA,
Inc. | CONSULTANT: |
|
/s/ Xxxx
Xxxxxx
XXXX
XXXXXX
Chief
Operating Officer
|
/s/ Xxxxxx
Xxxxxx
XXXXXX
XXXXXX
|
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