Employment Agreement
Exhibit
10.3
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 5,
2006 and shall be effective as of December 19, 2006 (the “Effective Date”) by
and between Tatonka
Oil and Gas, Inc., a
Colorado corporation, with an office located at 0000 Xxxxxxxx Xxxxxx, Tower
1,
10th
Floor,
Denver, Colorado 80202 (the “Company”) and Sothi
Thillairajah,
an
individual with an address located at 000 X. 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 (“Thillairajah”).
WHEREAS,
the Company desires to retain the services of Thillairajah as Chief Financial
Officer and Thillairajah is willing to be employed by the Company in such
capacity.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1.
Employment.
Thillairajah is hereby employed and engaged to serve the Company as the
Company’s Chief Financial Officer, or such additional titles as the Company
shall specify from time to time with the consent of Thillairajah, and
Thillairajah does hereby accept and agrees to such engagement and employment.
2.
Duties.
Thillairajah’s duties shall be such duties and responsibilities as the Company
shall specify from time to time, which shall entail those duties customarily
performed by the Chief Financial Officer of a company with a business
commensurate with those of the Company. Thillairajah shall have such authority,
discretion, power and responsibility, and shall be entitled to office,
secretarial and other facilities and conditions of employment, as are customary
or appropriate to his position. Thillairajah shall diligently and faithfully
execute and perform such duties and responsibilities, subject to the general
supervision and control of the Company’s Chief Executive Officer. Thillairajah
shall be responsible and report to the Company’s Chief Executive Officer.
Thillairajah shall devote the majority of his attention, energy, and skill
to
the business and affairs of the Company. Thillairajah shall be permitted to
engage in other business activities that do not directly compete with the
Company.
Nothing
in this Agreement shall preclude Thillairajah from devoting reasonable periods
required for:
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(a)
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serving
as a director or member of a committee of any organization or corporation
involving no conflict of interest with the interests of the
Company;
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|
(b)
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serving
as a consultant in his area of expertise (in areas other than in
connection with the business of the Company), to government, industrial,
and academic panels where it does not conflict with the interests
of the
Company; and
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| (c) |
managing
his personal investments or engaging in any other non-competing
business;
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| (d) |
engaging
in oil and gas activities outside of North
America;
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provided
that such activities do not materially interfere with the regular performance
of
his duties and responsibilities under this Agreement as reasonably determined
in
good faith by the Company.
3.
Best Efforts of Thillairajah.
During
his employment hereunder, Thillairajah shall, subject to the direction and
supervision of the Company’s Chief Executive Officer, devote the majority of his
business time, best commercially reasonable efforts, business judgment, skill,
and knowledge to the advancement of the Company's interests and to the discharge
of his duties and responsibilities hereunder. Notwithstanding the foregoing,
nothing herein shall be construed as preventing Thillairajah from investing
his
assets in any business.
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4.
Compensation of Thillairajah.
| (a) |
Base
Compensation.
As
compensation for the services provided by Thillairajah under this
Agreement, the Company shall pay Thillairajah an annual salary of One
Hundred Fifty Thousand Dollars ($150,000). The compensation of
Thillairajah under this Section shall be paid in accordance with the
Company's usual payroll procedures.
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| (b) |
Stock
and Stock Options.
Upon execution of this Agreement, the Company: shall xxxxx Xxxxxxxxxxxx
options to purchase 250,000 shares of the Company’s common stock with an
exercise price equal to ($.50) fifty cents, 125,000 shares of the
Company’s common stock with an exercise price equal to ($1.00) one dollar
and 125,000 shares of the Company’s common stock with an exercise price
equal to ($1.25) one dollar and twenty five cents, which shall vest
in
accordance with the Company’s stock option plan. The options shall have a
term of five (5) years from the date of
grant.
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In
the
event of a conflict between the above grant and either the shareholder approved
stock option plan or corresponding board resolution, the covenants of the
approved plan and board resolution take precedence.
| (c) |
Relocation.
After signing this Agreement, the Company shall pay all reasonable
relocation expenses to move Thillairajah and his family from New York
,
New York to Denver, Colorado.
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| (d) |
Bonus.
In
addition to the base compensation in Section 5(a), Thillairajah shall
be
eligible to receive an annual bonus determined by the Board of Directors
based on the performance of the Company and Thillairajah.
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5.
Benefits. Thillairajah
shall also be entitled to participate in any and all Company benefit plans,
from
time to time, in effect for employees of the Company, including, but not limited
to, health, dental and vision insurance plans available to the Company's senior
management executives and their dependents. Such participation shall be subject
to the terms of the applicable plan documents and generally applicable Company
policies.
6.
Vacation, Sick Leave and Holidays.
Thillairajah shall be entitled to four (4) weeks of paid vacation, with such
vacation to be scheduled and taken in accordance with the Company's standard
vacation policies. Two (2) weeks of unused, accrued vacation can be carried
into
the next year. Remaining unused, accrued vacation time will be paid during
the
first quarter of the following year. In addition, Thillairajah shall be entitled
to such sick leave and holidays at full pay in accordance with the Company's
policies established and in effect from time to time.
7.
Business Expenses.
The
Company shall promptly reimburse Thillairajah for all reasonable out-of-pocket
business expenses incurred in performing Thillairajah’s duties and
responsibilities hereunder in accordance with the Company's policies, provided
Thillairajah promptly furnishes to the Company adequate records of each such
business expense. Such expenses shall be reimbursed in accordance with the
Company’s regular reimbursement practices.
8.
Location of Thillairajah's Activities. Thillairajah’s
principal place of business in the performance of his duties and obligations
under this Agreement shall be at a place to be determined by the Company’s Chief
Executive Officer in the metro Denver area. Notwithstanding the preceding
sentence, Thillairajah will engage in such travel and spend such time in other
places as may be reasonably necessary or appropriate in discharging of his
duties hereunder.
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9.
Confidential Information/Inventions.
(a)
Confidential
Information.
Thillairajah shall not, in any manner, for any reasons, either directly or
indirectly, divulge or communicate to any person, firm or corporation, any
confidential information concerning any matters not generally known or otherwise
made public by Company which affects or relates to the Company’s business,
finances, marketing and/or operations, research, development, inventions,
products, designs, plans, procedures, or other data (collectively, “Confidential
Information”) except in the ordinary course of business, as necessary to joint
venture partners or as required by applicable law for a period of one year.
Without regard to whether any item of Confidential Information is deemed or
considered confidential, material, or important, the parties hereto stipulate
that as between them, to the extent such item is not generally known in the
oil
and gas industry, such item is important, material, and confidential and affects
the successful conduct of the Company’s business and goodwill, and that any
breach of the terms of this Section 9 shall be a material and incurable breach
of this Agreement. Confidential Information shall not include: (i) information
obtained or which became known to Thillairajah other than through his employment
by the Company; (ii) information in the public domain at the time of the
disclosure of such information by Thillairajah; (iii) information that
Thillairajah can document was independently developed by Thillairajah; (iv)
information that is disclosed by Thillairajah with the prior written consent
of
the Company and (v) information that is disclosed by Thillairajah as required
by
law, governmental regulation or court order.
(b)
Documents.
Thillairajah further agrees that all documents and materials furnished to
Thillairajah by the Company and relating to the Company’s business or
prospective business are and shall remain the exclusive property of the Company.
Thillairajah shall deliver all such documents and materials, not copied, to
the
Company upon demand therefore and in any event upon expiration or earlier
termination of this Agreement. Any payment of sums due and owing to Thillairajah
by the Company upon such expiration or earlier termination shall be conditioned
upon returning all such documents and materials, and Thillairajah expressly
authorizes the Company to withhold any payments due and owing pending return
of
such documents and materials.
(c)
Inventions. All
ideas, inventions, and other developments or improvements conceived or reduced
to practice by Thillairajah, alone or with others, during the Term of this
Agreement, whether or not during working hours, that are within the scope of
the
business of the Company or that relate to or result from any of Thillairajah’s
work or projects or the services provided by Thillairajah to the Company
pursuant to this Agreement, shall be the exclusive property of the Company.
Thillairajah agrees to assist the Company, at the Company’s expense, to obtain
patents and copyrights on any such ideas, inventions, writings, and other
developments, and agrees to execute all documents necessary to obtain such
patents and copyrights in the name of the Company.
(d)
Disclosure. During
the Term, Thillairajah will promptly disclose to the Chief Executive Officer
full information concerning any interest, direct or indirect, of Thillairajah
(as owner, shareholder, partner, lender or other investor, director, officer,
employee, consultant or otherwise) or any member of his immediate family in
any
business that is reasonably known to Employee to purchase or otherwise obtain
services or products from, or to sell or otherwise provide services or products
to, the Company or to any of its suppliers or customers.
10.
Non-Compete. Except
as
expressly permitted herein, during the Term of this Agreement, Thillairajah
shall not engage in any of the following competitive activities: (a) engaging
directly or indirectly in any business or activity substantially similar to
any
business or activity engaged in (or proposed to be engaged in) by the Company
in
North America; (b) engaging directly or indirectly in any business or activity
competitive with any business or activity engaged in (or proposed to be engaged
in) by the Company in North America; (c) soliciting or taking away any employee,
agent, representative, contractor, supplier, vendor, customer, franchisee,
lender or investor of the Company, or attempting to so solicit or take away;
(d)
interfering with any contractual or other relationship between the Company
and
any employee, agent, representative, contractor, supplier, vendor, customer,
franchisee, lender or investor; or (e) using, for the benefit of any person
or
entity other than the Company, any Confidential Information of the Company.
The
foregoing covenant prohibiting competitive activities shall survive the
termination of this Agreement and shall extend, and shall remain enforceable
against Thillairajah, for the period of the lesser of (6) six months or the
duration of termination pay as described in paragraph 13 below, following the
date this Agreement is terminated In addition, during the one-year period
following such expiration or earlier termination, neither Thillairajah nor
the
Company shall make any negative statement of any kind concerning the Company
or
its affiliates, or their directors, officers or agents or
Thillairajah.
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11.
Injunctive Relief. Thillairajah
acknowledges and agrees that the covenants and obligations of Thillairajah
set
forth in Sections 9 and 10 with respect to non-competition, non-solicitation,
confidentiality and the Company’s property relate to special, unique and
extraordinary matters and that a violation of any of the terms of such covenants
and obligations will cause the Company irreparable injury for which adequate
remedies are not available at law. Therefore, Thillairajah agrees that the
Company shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Thillairajah from
committing any violation of the covenants and obligations referred to in this
Section 11. These injunctive remedies are cumulative and in addition to any
other rights and remedies the Company may have at law or in equity.
12.
Survival.
Thillairajah agrees that the provisions of Sections 9, 10 and 11 shall survive
expiration or earlier termination of this Agreement for any reasons, whether
voluntary or involuntary, with or without cause, and shall remain in full force
and effect thereafter. Notwithstanding the foregoing, if this Agreement is
terminated upon the dissolution of the Company, the filing of a petition in
bankruptcy by the Company or upon an assignment for the benefit of creditors
of
the assets of the Company, Sections 9, 10 and 11 shall be of no further force
or
effect.
13.
Termination.
Your
employment with the Company will be “at will”, meaning that either you or the
Company will be entitled to terminate your employment at any time and for any
reason, with or without cause, after ninety (90) days written notice is given.
Notwithstanding any other provisions hereof to the contrary, Thillairajah’s
employment hereunder shall terminate under the following
circumstances:
| (a) |
Voluntary
Termination by Thillairajah.
Thillairajah shall have the right to voluntarily terminate this Agreement
and his employment hereunder at any time during the Employment Term.
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| (b) |
Voluntary
Termination by the Company. The
Company shall have the right to voluntarily terminate this Agreement
and
Thillairajah’s employment hereunder at any time. If the Company initiates
an “at will” termination of your employment as described above the Company
agrees to pay Thillairajah a lump-sum separation fee at the time of
termination equal to six (6) months salary plus benefits and be granted
immediate vesting of all unvested stock and options.
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| (c) |
Termination
for Cause.
The Company shall have the right to terminate this Agreement and
Thillairajah’s employment hereunder at any time for cause. For purposes of
this Agreement, the term “cause” for termination by the Company shall be
(a) a conviction of or plea of guilty or nolo
contendere by
Thillairajah to a felony, or any crime involving fraud or embezzlement;
(b) the refusal by Thillairajah to perform his material duties and
obligations hereunder; (c) Thillairajah’s willful and intentional
misconduct in the performance of his material duties and obligations;
or
(d) if Thillairajah or any member of his family makes any personal
profit
arising out of or in connection with a transaction to which the Company
is
a party or with which it is associated without making disclosure to
and
obtaining the prior written consent of the Board of Directors. The
written
notice given hereunder by the Company to Thillairajah shall specify
in
reasonable detail the cause for termination. For purposes of this
Agreement, “family” shall mean Thillairajah’s spouse and/or children. In
the case of a termination for the causes described in (a) and (d) above,
such termination shall be effective upon receipt of the written notice.
In
the case of the causes described in (b) and (c) above, such termination
notice shall not be effective until ten (10) days after Thillairajah’s
receipt of such notice, during which time Thillairajah shall have the
right to respond to the Company’s notice and cure the breach or other
event giving rise to the termination.
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| (d) |
Event
of Sale, Merger or Change of Control.
In
the event of the sale, merger or change of control of the Company during
your employment, or in the event of an agreement to sell, merge or
change
control of the Company during your employment, the Company or its
successor(s) agree to immediately vest all unvested stock and options
and
offer you employment under the terms given above, for a period of at
least
(6) six months after the sale or merger closing date. If this extension
is
not given by the Company or its successor(s) and accepted by you, then
the
Company or its successor(s) agree to pay to you a lump-sum separation
fee
equivalent to (6) six months of salary plus benefits. Employment “at will”
provisions described above cannot be applied by the Company from 120
days
before the date of the agreement to sell or merge the Company to the
closing date. If an “at will” action to terminate your employment is taken
by the Company during this time period, or if you are asked to voluntarily
end your employment by the Company during this time period, you will
be
entitled to immediate vesting of all unvested stock and options and
a
lump-sum payment of the equivalent of your salary and benefits for
(6) six
months, to be paid on or before the sale or merger closing date.
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| (e) |
Termination
Upon Death.
If
Thillairajah dies during the Term of this Agreement, this Agreement
shall
terminate, except that Thillairajah’s legal representatives shall be
entitled to receive any earned but unpaid compensation or expense
reimbursement due hereunder through the date of
death.
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| (f) |
Termination
Upon Disability.
If, during the Term of this Agreement, Thillairajah suffers and continues
to suffer from a “Disability” (as defined below), then the Company may
terminate this Agreement by delivering to Thillairajah thirty (30)
calendar days’ prior written notice of termination based on such
Disability, setting forth with specificity the nature of such Disability
and the determination of Disability by the Company. For the purposes
of
this Agreement, “Disability” means Thillairajah’s inability, with
reasonable accommodation, to substantially perform Thillairajah’s duties,
services and obligations under this Agreement due to physical or mental
illness or other disability for a continuous, uninterrupted period
of one
hundred and eighty (180) calendar days or two hundred and ten (210)
days
during any twelve month period. Upon any such termination for Disability,
Thillairajah shall be entitled to receive any earned but unpaid
compensation or expense reimbursement due hereunder through the date
of
termination.
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| (g) |
Effect
of Termination.
|
(i)
In
the event that this Agreement and Thillairajah’s employment is voluntarily
terminated by Thillairajah pursuant to Section 13(a), or in the event the
Company terminates this Agreement for cause pursuant to Section 13(c), all
obligations of the Company and all duties, responsibilities and obligations
of
Thillairajah under this Agreement shall cease. Upon such termination, the
Company shall (i) pay Thillairajah a cash lump sum equal to all accrued base
salary through the date of termination plus all accrued vacation pay and
bonuses, if any; and (ii) any shares of common stock or options granted to
Thillairajah by the Company which have not vested pursuant to Section 4 hereof
shall be terminated.
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(ii)
In
the event that this Agreement and Thillairajah’s employment is voluntarily
terminated by the Company pursuant to Section 13(b), all obligations of the
Company and all duties, responsibilities and obligations of Thillairajah under
this Agreement shall cease. Upon such termination, the Company shall pay
Thillairajah a cash lump sum equal to all accrued base salary through the date
of termination plus all accrued vacation pay and bonuses, if any; (ii) the
separation fee; and (iii) any shares of common stock or options granted to
Thillairajah by the Company pursuant to Section 4 hereof shall become
immediately vested.
(iii)
In
the event this Agreement is terminated upon the death of Thillairajah pursuant
to Sections 11(e), Thillairajah’s estate shall be entitled to all compensation
pursuant to Sections 4 and 5 for the period of 6 months after his death. Payment
will be made to Thillairajah’s estate. In the event of a merger, consolidation,
sale, or change of control, the Company's rights hereunder shall be assigned
to
the surviving or resulting company, which company shall then honor this
Agreement with Thillairajah and his estate.
14.
Resignation as Officer.
In the
event that Thillairajah’s employment with the Company is terminated for any
reason whatsoever, Thillairajah agrees to immediately resign as an Officer
and/or Director of the Company and any related entities. For the purposes of
this Section 14, the term the "Company" shall be deemed to include subsidiaries,
parents, and affiliates of the Company.
15.
Governing Law, Jurisdiction and Venue.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Colorado without giving effect to any applicable conflicts of law
provisions.
16.
Independent Legal Advice.
The
Company has obtained legal advice concerning this Agreement and has requested
that Thillairajah obtain independent legal advice with respect to same before
executing this Agreement. Thillairajah, in executing this Agreement, represents
and warranties to the Company that he has been so advised to obtain independent
legal advice, and that prior to the execution of this Agreement he has so
obtained independent legal advice, or has, in his discretion, knowingly and
willingly elected not to do so.
17.
Business Opportunities.
During
the Employment Term Thillairajah agrees to bring to the attention of the
Company’s Chief Executive Officer and the Company’s Board of Directors all
written business proposals that come to Thillairajah’s attention and all
business or investment opportunities of whatever nature that are created or
devised by Thillairajah and that relate to areas in which the Company conducts
business and might reasonably be expected to be of interest to the Company
or
any of its subsidiaries.
18.
Employee’s Representations and Warranties.
Thillairajah hereby represents and warrants that he is not under any contractual
obligation to any other company, entity or individual that would prohibit or
impede Thillairajah from performing his duties and responsibilities under this
Agreement and that he is free to enter into and perform the duties and
responsibilities required by this Agreement.
19.
Indemnification.
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| (a) |
The
Company agrees that if Thillairajah is made a party, or is threatened
to
be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason
of
the fact that he is or was a director, officer or employee of the Company
or is or was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect
to
employee benefit plans, whether or not the basis of such Proceeding
is
Thillairajah’s alleged action in an official capacity while serving as a
director, officer, member, employee or agent, Thillairajah shall be
indemnified and held harmless by the Company to the fullest extent
permitted or authorized by the Company's certificate of incorporation
or
bylaws or, if greater, by the laws of the State of Colorado, against
all
cost, expense, liability and loss (including, without limitation,
attorney's fees, judgments, fines, ERISA excise taxes or penalties
and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by Thillairajah in connection therewith, and such indemnification shall
continue as to Thillairajah even if he has ceased to be a director,
member, employee or agent of the Company or other entity and shall
inure
to the benefit of Thillairajah’s heirs, executors and administrators. The
Company shall advance to Thillairajah to the extent permitted by law
all
reasonable costs and expenses incurred by his in connection with a
Proceeding within 20 days after receipt by the Company of a written
request, with appropriate documentation, for such advance. Such request
shall include an undertaking by Thillairajah to repay the amount of
such
advance if it shall ultimately be determined that he is not entitled
to be
indemnified against such costs and
expenses.
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| (b) |
Neither
the failure of the Company (including its Board of Directors, independent
legal counsel or stockholders) to have made a determination prior to
the
commencement of any proceeding concerning payment of amounts claimed
by
Thillairajah that indemnification of Thillairajah is proper because
he has
met the applicable standard of conduct, nor a determination by the
Company
(including its Board of Directors, independent legal counsel or
stockholders) that Thillairajah has not met such applicable standard
of
conduct, shall create a presumption that Thillairajah has not met the
applicable standard of conduct.
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| (c) |
The
Company agrees to continue and maintain a liability insurance policy
covering Thillairajah to the extent the Company provides such coverage
for
its other executives and officers.
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| (d) |
Promptly
after receipt by Thillairajah of notice of any claim or the commencement
of any action or proceeding with respect to which Thillairajah is entitled
to indemnity hereunder, Thillairajah shall notify the Company in writing
of such claim or the commencement of such action or proceeding, and
the
Company shall (i) assume the defense of such action or proceeding,
(ii)
employ counsel reasonably satisfactory to Thillairajah, and (iii) pay
the
reasonable fees and expenses of such counsel. Notwithstanding the
preceding sentence, Thillairajah shall be entitled to employ counsel
separate from counsel for the Company and from any other party in such
action if Thillairajah reasonably determines that a conflict of interest
exists which makes representation by counsel chosen by the Company
not
advisable. In such event, the reasonable fees and disbursements of
such
separate counsel for Thillairajah shall be paid by the Company to the
extent permitted by law.
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| (e) |
After
the termination of this Agreement and upon the request of Thillairajah,
the Company agrees to reimburse Thillairajah for all reasonable travel,
legal and other out-of-pocket expenses related to assisting the Company
to
prepare for or defend against any action, suit, proceeding or claim
brought or threatened to be brought against the Company or to prepare
for
or institute any action, suit, proceeding or claim to be brought or
threatened to be brought against a third party arising out of or based
upon the transactions contemplated herein and in providing evidence,
producing documents or otherwise participating in any such action,
suit,
proceeding or claim. In the event Thillairajah is required to appear
after
termination of this Agreement at a judicial or regulatory hearing in
connection with Thillairajah's employment hereunder, or Thillairajah's
role in connection therewith, the Company agrees to pay Thillairajah
a
sum, to be mutually agreed upon by Thillairajah and the Company, a
daily
fee and reasonable expenses for each day of his appearance and each
day of
preparation therefor.
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20.
Notices.
All
demands, notices, and other communications to be given hereunder, if any, shall
be in writing and shall be sufficient for all purposes if personally delivered,
sent by facsimile or sent by United States mail to the address below or such
other address or addresses as such party may hereafter designate in writing
to
the other party as herein provided.
| Company: | Thillairajah: |
| Tatonka Oil and Gas Company, Inc. | 000 X. 00xx Xxxxxx |
| 1515 Arapahoe Street, Tower 0, 00xx Xxxxx | Xxx Xxxx, XX 00000 |
| Xxxxxx, XX 00000 | |
| Fax # (000) 000-0000 | Fax # (000) 000-0000 |
21.
Entire Agreement.
This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement, whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.
This Agreement may be modified or amended, if the amendment is made in writing
and is signed by both parties. This Agreement is for the unique personal
services of Thillairajah and is not assignable or delegable, in whole or in
part, by Thillairajah. This Agreement may be assigned or delegated, in whole
or
in part, by the Company and, in such case, shall be assumed by and become
binding upon the person, firm, company, corporation or business organization
or
entity to which this Agreement is assigned, subject to the provisions of section
13 (d). The headings contained in this Agreement are for reference only and
shall not in any way affect the meaning or interpretation of this Agreement.
If
any provision of this Agreement shall be held to be invalid or unenforceable
for
any reason, the remaining provisions shall continue to be valid and enforceable.
The failure of either party to enforce any provision of this Agreement shall
not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument and, in pleading or proving any provision of this Agreement,
it
shall not be necessary to produce more than one of such
counterparts.
[Remainder
of page intentionally left blank.]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
| Tatonka Oil and Gas Company, Inc.: | Sothi Thillairajah: |
|
By: /s/
XXXXX XXXXXX
Name: Xxxxx Xxxxxx
|
/s/ SOTHI THILLAIRAJAH
|
| Title: Chief Executive Officer | |
