Exhibit 10.1
WARRANT AGREEMENT FOR THE PURCHASE OF COMMON STOCK
OF
OPTIONABLE, INC.
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER SECTION 4(2) OF AND RULE 506 OF REGULATION D PROMULGATED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
Dated: February 23, 2006 Void After: February 23, 2009
FOR VALUE RECEIVED, Optionable, Inc., a Delaware corporation (the
"Company"), grants the following rights to Xxxxxxxx Capital Corp., Inc., with
its address at 000 Xxxxxxxxx Xxxx, Xxxxxxxxxx Xxxxx, XX 00000 (the "Holder"),
and the Holder hereby accepts such rights on the following terms and conditions:
ARTICLE 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
"Commencement Date" shall mean January 1, 2006.
"Common Stock" shall mean the common stock, par value $.0001 per share, of
the Company.
"Corporate Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.
The Company's Corporate Office as of the date hereof is at 000 Xxxxxxxxxxxxx
Xxxx, Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxx Xxxx 00000.
"Customer" shall mean Sempra Energy Trading and any other entity that
employs or retains Xxxxxxx Xxxxxx as a trader and that does business with the
Company, such entity to be identified on an Appendix to this Agreement that
shall be amended as required from time to time.
"Exercise Date" shall mean any date on which the Holder gives the Company a
Notice of Exercise in compliance with the terms of this Agreement.
"Exercise Price" shall mean the Fixed Price per share of Common Stock,
subject to adjustment as provided herein.
"Expiration Date" shall mean 5:00 p.m. (New York time) on the three year
anniversary of the date of this agreement.
"Fixed Price" shall mean US $0.95 which is equal to the Per Share Market
Value.
"Option Lot" shall mean: (i) one (1) NYMEX look-alike ten thousand (10,000)
mmbtu OTC option and/or swap contract and/or (ii) one (1) NYMEX look-alike 1,000
barrel Light Sweet Crude Oil option and/or swap contract.
"Per Share Market Value" of the Common Stock means on any particular date
(a) the last sale price of shares of Common Stock on such date or, if no such
sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common Stock is not then listed or admitted to trading on any national
securities exchange, the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common Stock on such date as reported on
the OTCBB or if there is no such price on such date, then the last bid price on
the date nearest preceding such date, or (d) if the Common Stock is not quoted
on the OTCBB, the closing bid price for a share of Common Stock on such date in
the over-the-counter market as reported by the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices).
"SEC" shall mean the United States Securities and Exchange Commission.
"Warrant Shares" shall mean the shares of the Common Stock issuable upon
exercise of this Warrant.
ARTICLE 2. EXERCISE AND AGREEMENTS.
2.1 Exercise of Warrant. (a) This Warrant shall entitle the Holder to
purchase, at the Exercise Price and subject to the conditions described below,
up to six hundred thousand (600,000) shares of Common Stock, as hereinafter
provided.
(b) (i) Provided that during the six (6) months following the
Commencement Date, Customer trades an average of at least one thousand
(1000) Option Lots per trading day with the Company, then this Warrant
shall be exercisable for up to one hundred thousand (100,000) shares of
Common Stock from time to time from the date occurring six (6) months after
the Commencement Date through the Expiration Date, unless sooner terminated
as provided in section 2.4.
(ii) Provided that during the six (6) months following the
Commencement Date, Customer trades an average of at least two thousand
(2000) Option Lots per trading day with the Company, then this Warrant
shall be exercisable for up to an additional fifty thousand (50,000)
shares of Common Stock from time to time from the date occurring six
(6) months after the Commencement Date through the Expiration Date,
unless sooner terminated as provided in section 2.4.
(iii) Provided that during the six (6) months following the
Commencement Date, Customer trades an average of at least three
thousand (3000) Option Lots per trading day with the Company, then
this Warrant shall be exercisable for up to an additional fifty
thousand (50,000) shares of Common Stock from time to time from the
date occurring six (6) months after the Commencement Date through the
Expiration Date, unless sooner terminated as provided in section 2.4.
(iv). The maximum number of shares of Common Stock for which this
Warrant may become exercisable under this paragraph 2.1(b) is two
hundred thousand (200,000).
(c) (i) Provided that during the six (6) month period commencing on
the first day of the seventh month after the Commencement Date and ending
one (1) year after the Commencement Date, Customer trades an average of at
least one thousand (1000) Option Lots per trading day with the Company,
then, in addition the rights granted under paragraph 2.1(b), this Warrant
shall be exercisable for up to an additional one hundred thousand (100,000)
shares of Common Stock from time to time from the date occurring one (1)
year after the Commencement Date through the Expiration Date, unless sooner
terminated as provided in section 2.4.
(ii) Provided that during the six (6) month period commencing on
the first day of the seventh month after the Commencement Date and
ending one (1) year after the Commencement Date, Customer trades an
average of at least two thousand (2000) Option Lots per trading day
with the Company, then this Warrant shall be exercisable for up to an
additional fifty thousand (50,000) shares of Common Stock from time to
time from the date occurring one (1) year after the Commencement Date
through the Expiration Date, unless sooner terminated as provided in
section 2.4.
(iii) Provided that during the six (6) month period commencing on
the first day of the seventh month after the Commencement Date and
ending one (1) year after the Commencement Date, Customer trades an
average of at least three thousand (3000) Option Lots per trading day
with the Company, then this Warrant shall be exercisable for up to an
additional fifty thousand (50,000) shares of Common Stock from time to
time from the date occurring one (1) year after the Commencement Date
through the Expiration Date, unless sooner terminated as provided in
section 2.4.
(iv) The maximum number of shares of Common Stock for which this
Warrant may become exercisable under this paragraph 2.1(c) is two
hundred thousand (200,000).
(d) (i) Provided that during the six (6) month period commencing the
first day of the thirteenth month after the Commencement Date and ending
eighteen months after the Commencement Date, Customer trades an average of
at least one thousand (1000) options per trading day with the Company,
then, in addition the rights granted under paragraphs 2.1(b) and (c), this
Warrant shall be exercisable for up to an additional one hundred thousand
(100,000) shares of Common Stock from time to time from the date occurring
one and one-half (1 1/2) years after the Commencement Date through the
Expiration Date, unless sooner terminated as provided in section 2.4.
(ii) Provided that during the six (6) month period commencing on
the first day of the thirteenth month after the Commencement Date and
ending eighteen months after the Commencement Date, Customer trades an
average of at least two thousand (2000) Option Lots per trading day
with the Company, then this Warrant shall be exercisable for up to an
additional fifty thousand (50,000) shares of Common Stock from time to
time from the date occurring one-half (1 1/2) years after the
Commencement Date through the Expiration Date, unless sooner
terminated as provided in section 2.4.
(iii) Provided that during the six (6) month period commencing on
the first day of the thirteenth month after the Commencement Date and
ending eighteen months after the Commencement Date, Customer trades an
average of at least three thousand (3000) Option Lots per trading day
with the Company, then this Warrant shall be exercisable for up to an
additional fifty thousand (50,000) shares of Common Stock from time to
time from the date occurring one-half (1 1/2) years after the
Commencement Date through the Expiration Date, unless sooner
terminated as provided in section 2.4.
(iv) The maximum number of shares of Common Stock for which this
Warrant may become exercisable under this paragraph 2.1(d) is two
hundred thousand (200,000).
(e) Unless the specific conditions set forth in sections 2.4 (b), (c)
and (d) are satisfied, this Warrant shall not be exercisable for any share
of Common Stock. The determination of whether or not the conditions set
forth in sections 2.4(b), (c) and (d) have been satisfied shall be
determined separately for each of those subsections as provided therein,
and may be satisfied for any one or more, or all, of those subsections as
so determined. Promptly after the periods described in paragraph 2.1 (b),
(c) and (d), the Company shall provide to Holder a statement of Customer's
trades during such periods in sufficient detail to calculate the number of
shares of Common Stock for which this Warrant has become exercisable and
the location where Holder traded during such period. After delivery, these
statements shall become appendixes to this Warrant.
This Warrant and the right to purchase Warrant Shares hereunder shall
expire and become void on the Expiration Date.
2.2 Manner of Exercise. The Holder may exercise this Warrant at any time
and from time to time prior to the Expiration Date in whole or in part (but not
in denominations of fewer than 10,000 Warrant Shares, except upon an exercise of
this Warrant with respect to the remaining balance of Warrant Shares purchasable
hereunder at the time of exercise), by delivering to the Company (i) a duly
executed Notice of Exercise in substantially the form attached as Appendix I
hereto, (ii) the certificate representing the Warrants, and (iii) payment of the
exercise price as provided in section 2.3 below.
2.3 Payment of Exercise Price. Payment of the exercise price for the number
of Warrant Shares for which the Warrant is being exercised shall be made in
cash, by check or by wire transfer representing immediately available funds
payable to the order of the Company.
2.4 Termination. All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.
This Warrant shall be cancelled and shall be null and void prior to the
Expiration Date, and the Holder shall forfeit all rights pursuant to the
Warrant, (i) if the Holder does not execute and return this Agreement to the
Company within seven (7) days of the date hereof, (ii) unless otherwise agreed
to in writing by the Board, upon the Holder's bankruptcy, (iii) upon the
Holder's attempted assignment or transfer of the Warrant in violation of Section
4.1., or (iv) upon the deliberate or intentional engagement by the Holder of
conduct which is materially detrimental to the reputation, goodwill, business or
operations or the Company or any of its subsidiaries or which directly or
indirectly is inconsistent with the best interests of the Company.
2.5 No Rights Prior to Exercise. This Warrant shall not entitle the Holder
to any voting or other rights as a stockholder of the Company.
2.6 Fractional Shares. No fractional shares shall be issuable upon exercise
of this Warrant, and the number of Warrant Shares to be issued shall be rounded
up to the nearest whole number. If, upon exercise of this Warrant, the Holder
hereof would be entitled to receive any fractional share, the Company shall
issue to the Holder one additional share of Common Stock in lieu of such
fractional share.
2.7 Adjustments to Exercise Price and Number of Securities.
(a) Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding shares of Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of
subdivision or increased in the case of combination.
(b) Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 2.7, the number
of Warrant Shares issuable upon the exercise of each Warrant shall be
adjusted to the nearest whole number by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares issuable upon exercise of the Warrants immediately prior
to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.
(c) Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock),
the corporation formed by such consolidation or merger shall execute and
deliver to the Holder a supplemental warrant agreement providing that the
Holder of each Warrant then outstanding or to be outstanding shall have the
right thereafter (until the expiration of such Warrant) to receive, upon
exercise of such Warrant, the kind and amount of shares of stock and other
securities and property (except in the event the property is cash, then the
Holder shall have the right to exercise the Warrant and receive cash in the
same manner as other stockholders) receivable upon such consolidation or
merger, by a holder of the number of shares of Common Stock of the Company
for which the Warrant might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental warrant
agreement shall provide for adjustments which shall be identical to the
adjustments provided in Section 2.7. The foregoing provisions of this
paragraph (c) shall similarly apply to successive consolidations or
mergers.
(d) No Adjustment of Exercise Price in Certain Cases. No adjustment of
the Exercise Price shall be made upon the
(i) issuance of any securities under any Option plan adopted by
the stockholders and board of directors of the Company; or
(ii) exercise of any convertible securities, options, rights, or
warrants outstanding as of the date of this Agreement or issued
hereafter.
(g) Dividends and Other Distributions. In the event that the Company
shall at any time prior to the exercise of all Warrants declare a dividend
(other than a dividend consisting solely of shares of Common Stock) or
otherwise distribute to its stockholders any assets, property, rights,
evidences of indebtedness, securities (other than shares of Common Stock),
whether issued by the Company or by another, or any other thing of value,
the Holders of the unexercised Warrants shall thereafter be entitled, in
addition to the shares of Common Stock or other securities and property
receivable upon the exercise thereof, to receive, upon the exercise of such
Warrants, the same property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled
to receive at the time of such dividend or distribution as if the Warrants
had been exercised immediately prior to such dividend or distribution. At
the time of any such dividend or distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of
this subsection 2.7 (g). Nothing contained herein shall provide for the
receipt or accrual by a Holder of cash dividends prior to the exercise by
such Holder of the Warrants.
ARTICLE 3. REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE COMPANY
3.1 Representations and Warranties of the Company. The Company hereby
represents and warrants to the Holder as follows:
(a) All shares which may be issued upon the exercise of the purchase
right represented by this Warrant shall, upon issuance, (i) be duly
authorized, validly issued, fully-paid and non-assessable, (ii) free and
clear of all liens, claims and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state
securities laws, and (iii) not be subject to any pre-emptive rights.
(b) The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware, and has the full power and
authority to issue this Warrant and to comply with the terms hereof. The
execution, delivery and performance by the Company of its obligations under
this Warrant, including, without limitation, the issuance of the Warrant
Shares upon any exercise of the Warrant, have been duly authorized by all
necessary corporate action. This Warrant has been duly executed and
delivered by the Company and is a valid and binding obligation of the
Company, enforceable in accordance with its terms, except (i) as
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting enforceability of creditors'
rights generally and (ii) as the availability of the remedy of specific
enforcement, injunctive relief or other equitable relief may be subject to
the discretion of any court before which any proceeding therefor may be
brought.
(c) The Company is not subject to or bound by any provision of any
certificate or articles of incorporation or by-laws, mortgage, deed of
trust, lease, note, bond, indenture, other instrument or agreement,
license, permit, trust, custodianship, other restriction or any applicable
provision of any law, statute, rule, regulation, judgment, order, writ,
injunction or decree of any court, governmental body, administrative agency
or arbitrator which could prevent or be violated by or under which there
would be a default (or right of termination) as a result of the execution,
delivery and performance by the Company of this Warrant.
(d) The Company is eligible to issue the Warrants and the Warrant
Shares pursuant to section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder.
3.2 Representations and Warranties. The Holder hereby represents and
warrants to the Company as follows:
(a) The Holder has the full power and authority to execute this
Warrant and to comply with the terms hereof. The execution, delivery and
performance by the Holder of its obligations under this Warrant, have been
duly authorized. This Warrant has been duly executed and delivered by the
Holder and is a valid and binding obligation of the Holder, enforceable in
accordance with its terms, except (i) as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or similar laws affecting
enforceability of creditors' rights generally and (ii) as the availability
of the remedy of specific enforcement, injunctive relief or other equitable
relief may be subject to the discretion of any court before which any
proceeding therefor may be brought.
(b) The Holder is not subject to or bound by any provision of any
certificate or articles of incorporation or by-laws, mortgage, deed of
trust, lease, note, bond, indenture, other instrument or agreement,
license, permit, trust, custodianship, other restriction or any applicable
provision of any law, statute, rule, regulation, judgment, order, writ,
injunction or decree of any court, governmental body, administrative agency
or arbitrator which could prevent or be violated by or under which there
would be a default (or right of termination) as a result of the execution,
delivery and performance by the Holder of this Warrant Agreement.
(c) The Holder has had an opportunity to discuss the Company's
business, management and financial affairs with directors, officers and
management of the Company and has had the opportunity to review the
Company's operations and facilities. The Holder has also had the
opportunity to ask questions of and receive answers from, the Company and
its management regarding the terms and conditions of this Warrant.
(d) The Holder is acquiring the Warrant and any Warrant Shares for its
own account and not with a present view to, or for sale in connection with,
any distribution thereof in violation of the Securities Act. The Holder
consents to the placement of the legend set forth on the first page hereof
on each Warrant until such time as the Warrants are eligible for sale
pursuant to Rule 144(k) under the Securities Act and, prior to the
registration of the resale thereof or the eligibility thereof for sale
pursuant to Rule 144(k) under the Securities Act, any Warrant Shares
(e) The Holder represents and warrants to the Company that the Holder
is an "accredited investor" as such term is defined for purposes of
Regulation D under the Securities Act. The Holder understands that the
Warrant (and the offer to such Holder of any Warrant Shares) will not be
registered under the Securities Act for the reason that the sales provided
for hereunder are exempt pursuant to Section 4 of the Securities Act and
Rule 506 of Regulation D thereunder and that the reliance of the Company on
such exemption is predicated in part on such Holder's representations set
forth herein. The Holder represents that it is experienced in evaluating
companies such as the Company, has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of its investment, and has the financial wherewithal to suffer
the total loss of its investment in the Company.
(f) The Holder understands that the Warrants (and any Warrant Shares)
may not be sold, transferred or otherwise disposed of without registration
under the Securities Act or an exemption therefrom and that in the absence
of an effective registration statement covering the Warrants (or the
Warrant Shares) or an available exemption from registration under the
Securities Act, the Warrants (and any Warrant Shares) must be held
indefinitely.
3.3 Indemnification. Each of the Holder and the Company agree to indemnify
and hold harmless the other from any and all losses, damages, costs and expenses
(including reasonable attorneys' fees) suffered or incurred as a result of the
breach of any warranty, representation or covenant made herein.
3.4 Lock-up of Shares. The Holder agrees (i) for a period of up to one
hundred eighty (180) days from the effective date of any registration of
securities of the Company (upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities), not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any shares of the Common Stock of the Company issued pursuant to the
exercise of the Warrant, without the prior written consent of the Company or
such underwriters, as the case may be, and (ii) to execute a standard form of
"lock-up" agreement as reasonably requested by any such underwriter; provided,
however, that in the event that the Company or the underwriters and the
Company's major stockholders have agreed in writing to a lock-up period shorter
or longer than 180 days with respect to any registration of securities, then the
Holder's lock-up period shall be the same as such agreed period with respect to
such registration.
ARTICLE 4. MISCELLANEOUS
4.1 Transfer.
(a) Unless otherwise approved by the Board in its discretion, the
Warrant may be exercised during the lifetime of the Holder only by the
Holder and may not be assigned or transferred in any manner, except by will
or by the laws of descent and distribution.
(b) Except as provided in Section 4.1(a), without the prior written
consent of the Board, no right or benefit under this Agreement shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance
or charge, and any attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge the same without such consent, if applicable, shall be
void. Except with such consent, no right or benefit under this Agreement
shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the Holder.
4.2 Transfer Procedure. Subject to the provisions of Section 4.1, the
Holder may transfer or assign this Warrant by giving the Company notice setting
forth the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company for reissuance to the Transferee and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant shall be issued are herein referred to as a
"Holder"). Notwithstanding the foregoing, this Warrant may not be transferred at
any time without (i) registration under the Securities Act or (ii) an exemption
from such registration and a written opinion of legal counsel addressed to the
Company that the proposed transfer of the Warrant may be effected without
registration under the Securities Act, which opinion will be in form and from
counsel reasonably satisfactory to the Company.
4.3 Loss, Theft, Destruction or Mutilation. If this Warrant shall become
mutilated or defaced or be destroyed, lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced Warrant or, in lieu of and in substitution for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated, defaced, destroyed, lost or
stolen. However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably acceptable indemnity to
it and payment of the expenses and charges incurred in connection with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.
4.4 Notices. All notices and other communications from the Company to the
Holder or vice versa shall be deemed delivered and effective when given
personally, by facsimile transmission with confirmation sheet at such address
and/or facsimile number as are set forth herein or as may hereafter be furnished
to the Company or the Holder, as the case may be, in writing by the Company or
the Holder from time to time.
4.5 Waiver. This Warrant and any term hereof may be changed, waived, or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
4.6 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
principles regarding conflicts of law. Any action to enforce the terms of this
Warrant shall be exclusively heard in the county, state and federal Courts of
New York and Country of the United States of America.
4.7 Signature. In the event that any signature on this Warrant is delivered
by facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same, with the same force and effect as if such facsimile
signature page were an original thereof.
4.8 Legal Fees. In the event any Person commences a legal action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable costs and expenses (including
reasonable attorney's fees) incurred in enforcing such rights.
4.9 Integrated Agreement. This Agreement constitutes the entire
understanding and agreement of the Holder and the Company with respect to the
subject matter contained herein and supersedes any prior understanding or
agreement between the parties, whether or not in writing, including, but not
limited to, any prior grant by the Company or any of its officers or authorized
representatives to the Holder of an option or warrant to purchase Common Stock.
There are no agreements, understandings, restrictions, representations, or
warranties among the Holder and the Company other than those as set forth or
provided for herein. To the extent contemplated herein, the provisions of this
Agreement shall survive any exercise of the Warrant and shall remain in full
force and effect.
Dated: As of February 23, 2006
OPTIONABLE, INC.
By:
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Name:
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Title:
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XXXXXXXX CAPITAL CORP., INC.
By:
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Name:
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Title:
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