DEALER MANAGER AGREEMENT
Exhibit 1.1
THIS
AGREEMENT, dated as of ________, 2009, is made by and between COMMONWEALTH
INCOME & GROWTH FUND, INC., a Pennsylvania corporation (the “Company”); and
COMMONWEALTH CAPITAL SECURITIES CORP., a Pennsylvania corporation (the “Dealer
Manager”).
WHEREAS,
the company proposes to offer and sell up to an aggregate of 2,500,000 units
(the “Units”) in COMMONWEALTH INCOME & GROWTH FUND VII, a Pennsylvania
limited partnership (“the Limited Partnership”) to the public
pursuant to a public offering;
WHEREAS,
the Dealer Manager is registered with the Financial Industry Regulatory
Authority as a broker dealer, and is presently or, prior to any offers or sales
of Units, will be licensed in all fifty states of the United States, the
District of Columbia and the Commonwealth of Puerto Rico as a broker dealer
qualified to offer and sell to the public securities of the type represented by
the Units; and
WHEREAS,
the Company desires to retain the Dealer Manager to use its best efforts to sell
the Units and to manage the sale by others of the Units, and the Dealer Manager
is willing and desires to serve as the Dealer Manager for the Company for the
sale of the Units upon the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Company and the Dealer Manager agree as
follows:
SECTION
1
DEFINITIONS
Whenever
used in this agreement, the following terms shall have the following specified
meanings.
1.1
“FINRA” means the Financial Industry Regulatory Authority.
1.2
“Offering” means the offering of up to 2,500,000 Units of the Limited
Partnership to the public pursuant to the terms and conditions of the
Registration Statement.
1.3
“Offering Period” means the period commencing on the effective date of the
Registration Statement and ending on the earliest of the following: (i) the
later of one year after the initial date of the Prospectus or, at the Company’s
election, two years after the initial date of the Prospectus; or (ii) one year
after the initial date of the Prospectus, if subscriptions for fewer than 57,500
Units are received and accepted within such one year period.
1.4
“Participating Brokers” means those broker-dealers engaged by the Dealer Manager
to participate in the Offering pursuant to Paragraph 3.2
1.5
“Prospectus” means the final prospectus included in the Registration Statement,
pursuant to which the Company will offer Units to the public, as the same may be
amended or supplemented from time to time after the effective date of the
Registration Statement.
1.6
“Registration Statement” means the registration statement pursuant to which the
Company has registered the Units with the SEC as provided in the Securities Act
of 1933, as amended, as such registration statement may be amended or
supplemented from time to time.
1.7
“SEC” means the United States Securities and Exchange Commission.
1.8
“Units” means the Units of the Limited Partnership, par value $20.00 per unit,
with a purchase price of $20.00 per unit. An aggregate of up to 2,500,000 Units
will be offered pursuant to the Registration Statement.
1.9
“State Regulatory Authorities” means the commissions, departments, agencies or
other authorities in the fifty states of the United States, the District of
Columbia, and the Commonwealth of Puerto Rico which regulate the offer and sale
of securities.
1.10
“Company” means Commonwealth Income & Growth Fund, Inc., a Pennsylvania
corporation.
1.11
“Dealer Manager” means Commonwealth Capital Securities Corp., a Pennsylvania
corporation.
SECTION
2
APPOINTMENT
Subject
to the terms and conditions set forth in this agreement, the Company hereby
appoints the Dealer Manager as the dealer manager of the Offering to use its
best efforts to sell up to 2,500,000 Units of the Limited Partnership and to
manage the sale by others of such Units for the Company’s account. The Dealer
Manager hereby accepts such appointment.
SECTION
3
SALE OF
UNITS
3.1
Best Efforts. The Dealer Manager shall use its best efforts during the Offering
period to sell or cause to be sold the Units in such quantities and to such
persons and in accordance with such terms as are set forth in this Agreement,
the Prospectus and the Registration Statement. Notwithstanding anything herein
to the contrary, the Dealer Manager shall have no obligation under this
Agreement to purchase any of the Units for its own account.
3.2 Association
of Other Broker-Dealers. The Company hereby acknowledges and agrees
that the Dealer Manager may engage Participating Brokers to participate in the
Offering, provided that (i) all Participating Brokers are registered with FINRA
and are duly licensed by the State Regulatory Authorities in the jurisdictions
in which they will offer and sell Units or exempt from broker-dealer
registration with FINRA and the State Regulatory Authorities, and (ii) all such
engagements are evidenced by written agreements, the terms and conditions of
which substantially conform to the form of Participating Broker Agreement
approved by the Company and attached hereto as Exhibit A (the “Participating
Broker Agreement”). The Dealer Manager is authorized to reallow so much of the
commissions which it receives under Paragraph 4.1 to Participating Brokers as it
sees fit.
3.3 Suitability
and Minimum Purchase Requirements.
(a) The Dealer Manager will use every
reasonable effort, to the extent it sells Units to investors, to assure that any
such Units are sold only to investors who:
(i)
meet the investor suitability standards, including the minimum income and net
worth standard established by the Company, and minimum purchase requirements set
forth in the Registration Statement;
(ii)
can reasonably benefit from the Company based on each prospective investor’s
overall investment objectives and portfolio structure; and
(iii)
are able to bear the economic risk of the investment based on each prospective
investor’s overall financial situation.
(b) The Dealer Manager will make the
determinations required to be made by it pursuant to Paragraph 3.3 (a) above
based on the information it has obtained from a prospective investor, including,
at a minimum, but not limited to, the prospective investor’s age, investment
objectives, investment experience, income, net worth, financial situation, other
investments of the prospective investor, as well as any other pertinent factors
deemed by the Dealer Manager to be relevant.
(c) The Dealer Manager shall
maintain such records evidencing compliance with the determination of the
investor suitability standards and minimum purchase requirements set forth in
the Registration Statement, as required by Paragraphs 3.3(a) and 3.3(b) above
for a period of not less than six years, or for such greater time period as
shall comply with all federal, state and other regulatory
requirements.
(d) In addition to the foregoing, the
Dealer Manager shall comply fully with all the applicable provisions of FINRA’s
Conduct Rules and the following provisions:
(i)
the Dealer Manager shall have reasonable grounds to believe, based upon
information provided by the investor concerning his investment objectives, other
investments, financial situation and needs, and upon any other information known
by the Dealer Manager, that (A) each investor to whom the Dealer Manager sells
Units is or will be in a financial position appropriate to enable him to realize
to a significant extent the benefits (including tax benefits) of an investment
in the Units, (B) each investor to whom the Dealer Manager sells Units has a
fair market net worth sufficient to sustain the risks inherent in an investment
in the Units (including potential loss and lack of liquidity), and (C) the Units
otherwise are or will be a suitable investment for each investor to whom the
Dealer Manager sells Units, and the Dealer Manager shall maintain files
disclosing the basis upon which the determination of suitability was
made;
(ii)
the Dealer Manager shall not execute any transaction involving the purchase of
Units in a discretionary account without prior written approval of the
transaction by the investor;
(iii) the
Dealer Manager shall have reasonable grounds to believe, based upon the
information made available to it, that all material facts are adequate and
accurately disclosed in the Registration Statement and provide a basis for
evaluating the shares;
(iv) in
making the determination set forth in item (iii) above, the Dealer Manager shall
evaluate items of compensation, properties, tax aspects, financial stability and
experience of the sponsor, conflicts of interest and risk factors, and any other
information deemed pertinent by it; and
(v)
prior to executing a purchase transaction in the Units, the Dealer Manager shall
have informed the prospective investor of all pertinent facts relating to the
liquidity and marketability of the Units.
(e) The Dealer Manager shall
comply with the requirements above for determining the suitability of investors
who elect to participate in the Distribution Reinvestment Plan (the
“Reinvestment Plan”) described in the Prospectus.
3.4 Sales Literature. The
Dealer Manager shall use and distribute in conjunction with the offer and sale
of any Units only the Prospectus and such sales literature and advertising as
shall have been previously approved in writing by the Company.
3.5 Jurisdictions. The
Dealer Manager shall cause Units to be offered and sold only in those
jurisdictions specified in writing by the Company for whose account Units are
then offered for sale, and such list of jurisdictions shall be updated by the
Company as additional states are added. The Company shall specify only such
jurisdictions in which the Offering and sale of its Units has been authorized by
the appropriate State Regulatory Authorities. No Units shall be offered or sold
for the account of the Company in any other states.
3.6 Escrow. All
funds received by the Dealer Manager for the sale of Units shall be deposited in
an escrow account established by the Company at JPMorgan Chase Bank, N.A. (the
Escrow Agent), by the close of the first business day following receipt of such
funds by the Dealer Manager. Such escrow account shall be denominated “ESCROW
ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR UNITS OF COMMONWEALTH INCOME &
GROWTH FUND VII” Until such time (if any) as the funds held in escrow are
deliverable to the Company pursuant to the Escrow Agreement between the Company
and the Escrow Agent, the Dealer Manager shall, and shall cause
Participating Brokers to, instruct subscribers to make checks for subscriptions
payable to the order of “JPMORGAN CHASE BANK, N.A., ESCROW AGENT,” and shall
return checks made payable to another party to the Participating Broker or
subscriber who submitted the check. Thereafter, checks may be made payable to
either the Escrow Agent or the Company. The Dealer Manager may authorize certain
Participating Brokers which are “$25,000 broker-dealers” to instruct their
customers to make their checks for Units subscribed for payable directly to the
Participating Broker. In such case, the Participating Broker will collect the
proceeds of the subscribers’ checks and issue a check made payable to the order
of the Escrow Agent for the aggregate amount of the subscription
proceeds.
SECTION
4
COMPENSATION
4.1 Commissions and Marketing
Reallowance.
(a) The
Company shall pay to the Dealer Manager, as compensation for sales services to
be rendered by the Dealer Manager pursuant to this Agreement, a commission equal
to seven percent (7%) of the selling price of each Unit for which a sale is
completed, regardless of whether such Unit is sold by the Dealer Manager or a
Participating Broker: provided, however that the Company will pay reduced
commissions or may eliminate commissions on certain sales of Units, including
the reduction or elimination of commissions in accordance with, and on the terms
set forth in, the Prospectus and the paragraphs following this Paragraph 4.1,
which reduction or elimination of commissions will not change the net proceeds
to the Company. Unitholders who elect to participate in the Reinvestment Plan
will be not be charged commissions on Units purchased through the Reinvestment
Plan.
(b) The
Company shall pay to the Dealer Manager, as compensation for marketing services
rendered and expenses incurred by the Dealer Manager pursuant to this Agreement,
a Marketing Reallowance equal to one percent (1%) of the selling price of each
Unit for which a sale is completed, regardless of whether such Unit is sold by
the Dealer Manager or a Participating Broker. The Marketing
Reallowance shall be paid to the selling Participating Broker if such
Participating Broker is eligible to receive the same pursuant to the terms of
the Participating Broker Agreement to which it is a party. The
Marketing Reallowance is not paid with respect to Units purchased through the
Reinvestment Plan.
4.2 Dealer Manager
Fee. The Company shall pay to the Dealer Manager a nonaccountable fee
for expenses incurred in selling and marketing the Units, including wholesaling
expenses, which fee shall be equal to two percent (2.0%) of the selling price of
each Unit for which a sale is completed, regardless of whether such Unit is sold
by the Dealer Manager or a Participating Broker.
4.3 Completed Sale.
(a) A sale of a Unit shall
be deemed to be completed under Paragraph 4.1 if and only if (i) the Company has
received a properly completed and executed subscription agreement, together with
payment of the full purchase price of each purchased Unit, from or, in
accordance with Paragraph 3.3(a), on behalf of an investor who satisfies the
applicable suitability standards and minimum purchase requirements set forth in
the Registration Statement as determined by the Dealer Manager in accordance
with the provisions of this Agreement, (ii) the Company has accepted
such subscription, and (iii) such investor has been admitted as a Unitholder of
the Company.
(b) The Dealer Manager
hereby acknowledges and agrees that:
(i)
the Company, in its sole and absolute discretion, may accept or reject any
subscription, in whole or in part, for any reason whatsoever, and no commission
will be paid to the Dealer Manager with the respect to that portion of any
subscription, which is rejected;
(ii)
no commission will be paid to the Dealer Manager unless, within one year after
the initial date of the Prospectus, subscriptions for an aggregate of at least
57,500 Units have been received and accepted; and
(iii) no
commission will be paid to the Dealer Manager prior to acceptance by the Company
of subscriptions for the minimum number of Units specified in subparagraph (ii)
above.
4.4 Payment. The commissions specified
in Paragraph 4.1 for the sale of any Unit shall be payable in cash by the
Company, as specified in Paragraph 4.1 no later than the end of the calendar
month in which the investor subscribing for the Unit is admitted as a Unitholder
of the partnership. Investors shall first be admitted as unitholders of the
Partnership within 30 days after acceptance by the Company of subscriptions for
at least 57,500 Units. The Company will accept or reject all subscriptions
within 30 days after receipt, notwithstanding anything to the contrary contained
herein, in the event that the Company pays any commission to the Dealer Manager
for sale by a Participating Broker of one or more Units and the subscription is
rescinded as to one or more of the Units covered by such subscription, the
Company shall decrease the next payment of commissions or other compensation
otherwise payable to the Dealer Manager by the Company under this Agreement by
an equal amount to the commission rate established in Paragraph 4.1 of this
Agreement, multiplied by the number of Units as to which the subscription is
rescinded. In the event that no payment of commissions or other compensation is
due to the Dealer Manager after such withdrawal occurs, the Dealer Manager shall
pay the amount specified in the preceding sentence to the Company within ten
(10) days following receipt of notice by the Dealer Manager from the Company
stating the amount owed as a result of rescinded subscriptions.
4.5 Sales Incentives. The
Dealer Manager may not provide incentive items for registered representatives of
the Dealer Manager or the Participating Brokers.
4.6 Due Diligence. Out of
the gross offering proceeds of the Offering, the Company and the Limited
Partnership may directly reimburse Participating Brokers for their bona fide due
diligence expenses, upon the presentation of an itemized invoice
therefor.
4.7 Maximum
Compensation. The offering of the units is intended to be in
compliance with Rule 2810 of FINRA’s Rules of Conduct. The maximum
underwriting compensation payable under this offering will not exceed 10% of the
gross offering proceeds. Total compensation of up to 10% of the gross
offering proceeds is expected to be allocated to the following
items:
|
Item of Compensation
|
Amount in Dollars(1)
|
As
a Percentage of
Gross Offering Proceeds
|
||||||
|
Retail
Commissions
|
$ | 3,500,000 | 7.0 | % | ||||
|
Dealer
Manager Fee
|
1,000,000 | 2.0 | % | |||||
|
Marketing
Reallowance
|
500,000 | 1.0 | % | |||||
|
Total
|
$ | 5,000,000 | 10.0 | % | ||||
(1)
Assumes the maximum gross offering proceeds of $50,000,000.
The 2% Dealer Manager Fee, above, is
used by the Dealer Manager to pay all other costs and expenses associated with
the sale, distribution and marketing of the units, as estimated
below:
|
Item of Compensation
|
Amount in Dollars(1)
|
As
a Percentage of
Gross Offering Proceeds
|
||||||
|
Wholesale
Commissions
|
$ | 550,000 | 1.100 | % | ||||
|
Wholesale
Salaries
|
270,000 | 0.540 | % | |||||
|
Wholesale
Expense Reimbursements
|
165,000 | 0.330 | % | |||||
|
Other
(travel and seminar expenses)
|
15,000 | 0.030 | % | |||||
|
Total
|
$ | 1,000,000 | 2.000 | % | ||||
(1)
Assumes the maximum gross offering proceeds of $50,000,000.
SECTION
5
TERM OF
AGREEMENT
5.1
Commencement and Expiration. This Agreement shall commence as
of the date first above written and, unless sooner terminated pursuant to
Paragraph 5.2 or by operation of law or otherwise, shall expire at the end of
the Offering period.
5.2 Termination. Any
party may terminate this agreement at any time and for any reason by giving 30
days’ prior written notice of intention to terminate to each other party
hereto.
5.3 Obligations
Surviving Expiration or termination.
(a) In addition to any other
obligations of the Dealer Manager that survive the expiration or termination of
this Agreement, the Dealer Manager, upon the expiration or termination of this
Agreement, shall (i) promptly deposit any and all funds in its possession which
were received from investors for the sale of Units into the appropriate escrow
account specified in Paragraph 3.7 or, if the minimum number of Units have been
sold and accepted by the Company, into such other accounts as the Company may
designate, and (ii) promptly deliver to the Company all records and documents in
its possession which relate to the Offering and are not designated as dealer
copies. The Dealer Manager, at its sole expense, may make and retain copies of
all such records and documents, but shall keep all such information
confidential. The Dealer Manager shall use its best efforts to cooperate with
the Company to accomplish an orderly transfer of management of the Offering to a
party designated by the Company.
(b) In addition to any other
obligations of the Company that survive the expiration or termination of this
Agreement, the Company, upon expiration or termination of this Agreement, shall
pay to the Dealer Manager all commissions to which the Dealer Manager is or
becomes entitled under Section 4 at such time or times as such commissions
become payable pursuant to paragraph 4.3.
SECTION
6
COVENANTS
OF THE DEALER MANAGER
The Company covenants, warrants and
represents, during the full term of this Agreement, that:
(a) it
will use its best efforts to maintain the effectiveness of the Registration
Statement, and will file, or cause to be filed, such amendments to the
Registration Statement as may be reasonably necessary for that
purpose;
(b) It
will use its best efforts to (i) prevent the issuance of any order by the SEC,
any State Regulatory Authorities or any other regulatory authority which
suspends the effectiveness of the Registration Statement, prevents the use of
the Prospectus, or otherwise prevents or suspends the Offering, and (ii) obtain
the lifting of any such order if issued;
(c) It
will give the Dealer Manager written notice when the Registration Statement
becomes effective and shall deliver to the Dealer Manager a signed copy of the
Registration Statement, including its exhibits, and such number of copies of the
Registration Statement, without exhibits, and the Prospectus, and any
supplements and amendments thereto which are finally approved by the SEC, as the
Dealer Manager may reasonably request for sale of the Units, which Prospectus
shall not contain any untrue statement of a material fact required to be stated
therein or omit any material statement necessary to make the statements therein,
in light of the circumstances under which they are made, not
misleading;
(d) If
at any time any event occurs and becomes known to the Company prior to the end
of the Offering Period, as a result of which the Registration Statement or
Prospectus would include an untrue statement of a material fact, in view of the
circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Company will effect
the preparation of an amended or supplemented Registration Statement or
Prospectus which will correct such statement or omission;
(e) It
will promptly notify the Dealer Manager of any post-effective amendments or
supplements to the Registration Statement or Prospectus;
(f) It
will, during the full term of this Agreement abide by all applicable provisions
to its governing instruments, as the same may be amended; and
(g) It
will use its best efforts to cause, at or prior to the time the Registration
Statement becomes effective, the qualification or registration of the Units for
offering and sale under the securities laws of such jurisdictions as shall be
determined by the Company.
SECTION
7
PAYMENT
OF COSTS AND EXPENSES
7.1 Dealer
Manager. The Dealer Manager shall pay all costs and expenses
incident to the performance of its obligations under this Agreement which are
not expressly assumed by the Company under Paragraph 8.2 below.
7.2 Company. The
Company shall pay all costs and expenses related to:
(a) the registration of the
Offer and sale of the Units with the SEC, including the cost of preparation,
printing, filing and delivery of the Registration Statement and all copies of
the Prospectus used in the Offering, and amendments or supplements to such
documents;
(b) the preparation and
printing of the form of subscription agreement to be used in the sale of the
Units;
(c) the qualification
or registration of the Units under state securities or “blue
sky” laws of states where the Units are to be offered or
sold;
(d) the filing of the
Registration Statement and any related documents, including any amendments or
supplements to such documents, with FINRA;
(e) any filing fees, and
fees and disbursements to counsel, accountants and escrow agents which are in
any way related to any of the above items;
(f) the preparation,
printing and filing of all advertising originated by it relating to the sale of
Units; and
(g) the reimbursement to Participating
Brokers of bona fide due diligence expenses, upon the presentation of itemized
invoices therefor by such Participating Brokers.
SECTION
8
INDEMNIFICATION
The Dealer Manager agrees to indemnify,
defend and hold harmless the Company from all losses, claims, demands,
liabilities and expenses, including reasonable legal and other expenses incurred
in defending such claims or liabilities, whether or not resulting in any
liability to the Company, which the Company may incur in connection with the
offer or sale of any Units, either by the Dealer Manager pursuant to this
Agreement or any Participating Broker acting on the Dealer Manager’s behalf
pursuant to the Participating Broker Agreement which arise out of or
are based upon (i) an untrue statement or alleged untrue statement of a material
fact, or any omission or alleged omission of a material fact, other than a
statement or omission contained in the Prospectus, the Registration Statement,
or any state securities filing which was not based on information supplied to
the Company by the Dealer Manager or a Participating Broker, or (ii) the breach
by the Dealer Manager or any Participating Broker acting on its behalf of any of
the terms and conditions of this Agreement or any Participating
Broker Agreement, including but not limited to, alleged violations of the
Securities Act of 1933, as amended.
SECTION
9
MISCELLANEOUS
9.1 Notices. Any
notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing and shall be deemed
to be delivered when delivered in person or deposited in the United States mail,
properly addressed and stamped with the required postage, registered
or certified mail, return receipt requested, to the intended recipient as set
forth below.
|
If
to the Company:
|
Commonwealth
Income & Growth Fund, Inc.
|
|
Brandywine
One Building, Suite 200
|
|
|
0
Xxxxxxx Xxxxx
|
|
|
Xxxxxx
Xxxx, XX 00000
|
|
|
Attention:
Xxxxxxxx Xxxxxxxxxxx-Xxxxxx, Chief Executive Officer
|
|
|
If
to the Dealer Manager:
|
Commonwealth
Capital Securities Corp.
|
|
000
Xxxxxxxxx Xxxxxx, 0xx
Xxxxx
|
|
|
Xxxxxxxxxx,
XX 00000
|
|
|
Attention:
Xxxxxxx Xxxxxxxxxx, President
|
|
Any party
may change its address specified above by giving each other party notice of such
change in accordance with this Paragraph 9.1
9.2 Invalid
provision. The invalidity or unenforceability of any provision
of this agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision were omitted.
9.3 No
Partnership. Nothing in this Agreement shall be construed or
interpreted to constitute the Dealer Manager as in association with or in
partnership with the Company, and instead, this Agreement only shall constitute
the Dealer Manager as a dealer authorized by the Company to sell and to manage
the sale by others of the Units according to the terms set forth in the
Registration Statement, the Prospectus or this Agreement.
9.4 No Third Party
Beneficiaries. No provision of this Agreement is intended to be
for the benefit of any person or entity not a party to this Agreement, and no
third party shall be deemed to be a beneficiary of any provision of this
Agreement. Further, no third party shall by virtue of any provision of this
Agreement have a right of action or an enforceable remedy against either party
to this Agreement.
9.5 Survival. Paragraph 5.3
and Section 8 and all Provisions of this Agreement which may reasonably be
interpreted or construed as surviving the expiration or termination of this
Agreement shall survive the expiration or termination of this
Agreement.
9.6 Entire
Agreement. This Agreement constitutes the complete
understanding among the parties hereto, and no variation, modification or
amendment to this Agreement shall be deemed valid or effective unless and until
it is signed by all parties hereto.
9.7 Successors and
Assigns. No party shall assign (voluntarily, by operation of law or
otherwise) this Agreement or any right, interest or benefit under this Agreement
without the prior written consent of each other party. Subject to the foregoing,
this Agreement shall be fully binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and
assigns.
9.8 Nonwaiver. The
failure of any party to insist upon or enforce strict performance by any other
party of any provision of this Agreement or to exercise any right under this
Agreement shall not be construed as a waiver or relinquishment to any extent of
such party’s right to assert or rely upon any such provision or right in that or
any other instance; rather such provision or right shall be and remain in full
force and effect.
9.9 Applicable
Law. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the parties have
executed this Dealer Manager Agreement as of the date first above
written.
|
Company:
|
Commonwealth
Income & Growth Fund, Inc.
|
|
By:_______________________________________
|
|
|
Xxxxxxxx
X. Xxxxxxxxxxx-Xxxxxx, Chief Executive Officer
|
|
|
Dealer
Manager:
|
Commonwealth
Capital Securities Corp.
|
|
By:________________________________________
|
|
|
Xxxxxxx
Xxxxxxxxxx, President
|
|
