Attached files
| file | filename |
|---|---|
| 8-K - China Wi-Max Communications, Inc. | v178303_8k.htm |
| EX-10.13 - China Wi-Max Communications, Inc. | v178303_ex10-13.htm |
| EX-10.16 - China Wi-Max Communications, Inc. | v178303_ex10-16.htm |
| EX-10.15 - China Wi-Max Communications, Inc. | v178303_ex10-15.htm |
| EX-10.14 - China Wi-Max Communications, Inc. | v178303_ex10-14.htm |
EXHIBIT
10.12
CIM Securities, LLC
Agreement
December
28, 2009
PERSONAL
& CONFIDENTIAL
Steven
Berman
Chief
Executive Officer
China
Wi-Max Communications, Inc.
1905
Sherman Street, Suite 335
Denver,
Colorado 80203
Re:
Financial Advisory & Investment Banking Services
Dear
Steven,
The
purpose of this letter agreement (the “Agreement”) is to confirm the engagement
of CIM Securities, LLC (“CIM” or “Advisor”) to act as an “exclusive” financial
advisor to China Wi-Max Communications, Inc. (the “Company”) which is a public
traded Nevada Corporation. The term “Company” is understood to include any
entity in which it has an ownership, profits, or similar interest, including any
entity or successor company formed for the purpose of facilitating a Private
Placement, M&A transaction, or other form of financing as contemplated in
Paragraph 1 hereof (collectively, a “Transaction”).
1. Engagement of
Advisor. The Company hereby engages the Advisor for the term of this
Agreement, and the Advisor hereby agrees to advise, consult with, and assist the
Company in various matters including, but not limited to:
(a) reviewing the
Company’s business, operations, and financial condition;
(b) reviewing the
Company’s proposed objectives and advising on capitalization structures,
valuation, and capital raising;
(c) on a best
efforts basis, introducing the Company to accredited financial investors and/or
strategic investors for one or more private placements of equity and/or debt
securities (each one a “Private Placement”);
(d) acting as
advisor to the Company in considering the issuance of a technology license(s) or
other form of business partnership;
(e) acting as
advisor to the Company for a possible M&A transaction; and
(f) providing
general corporate advice as requested.
This
Agreement may subject to our completing satisfactory due diligence on the
Company, in addition to the successful resolution of several conditions
precedent to our engagement, including our satisfactory completion of background
checks on the Company’s management team. All such information
concerning the Company is and will be true and accurate in all material
respects, and does not and will not, as supplemented or amended throughout the
Offering Period, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances under which such statements are or were
made. The Company acknowledges and agrees that the Advisor will be using and
relying upon such information supplied by the Company, its officers, directors,
employees, accountants, legal counsel and other advisors, and other available
information concerning the Company, without any independent investigation or
verification thereof or any independent appraisal by the Advisor of the Company
or its business operations, assets or liabilities.
2. Compensation.
As compensation for services rendered to the Company under this Agreement,
the Company shall pay to the Advisor the following
compensation:
2.1 The
Company agrees to pay to Advisor a fee for completion of any Private Placement
as set forth in Exhibit A hereto. Any fee payable to the Advisor under
this Section 2.1 will be due at the closing of any Private Placement, or staged
payment there from, and shall be payable to the Advisor at the time at which
said funds are made available to the Company, provided, however, that the
Advisor shall not be entitled to any fee under this Section 2.1, unless the
closing of the Private Placement occurs during the term of this Agreement, or
within twenty-four (24) months after Advisor received written termination of
this Agreement with parties introduced to the Company by Advisor during the term
of this Agreement.
2.2
In addition to any fees provided in Section 2.1, the Company agrees to pay
to Advisor a fee for completion of any M&A Transaction as set forth in
Exhibit B hereto. Any fee payable to the Advisor under this Section (2.2)
will be due in cash at the time at which said funds are made available to the
Company following the closing of the Transaction and shall be payable to the
Advisor by the Company, provided, however, that the Advisor shall not be
entitled to any fee under this Section 2.2 unless the closing of the Transaction
occurs during the term of this Agreement or not later than twenty-four (24)
months after Advisor receives written termination of this Agreement for any
M&A Transaction with a party introduced to the Company by Advisor or
with which the Advisor became actively involved during the term of this
Agreement.
2.3 In
addition to any fees provided in Section 2.1 and Section 2.2, the Company agrees
to pay to Advisor a fee for completion of any license agreement, or for revenues
generated by the Company from introductions made by Advisor (i.e., Revenues from
partnerships, affiliate programs, reseller agreements, or other business
arrangement) as set forth in Exhibit C hereto. Any fee payable to the
Advisor under this Section 2.3 will be due in cash at the closing of license
agreement or upon receipt of revenues and shall be payable to the Advisor by the
Company, provided, however, that the Advisor shall not be entitled to any fee
under this Section 2.3, unless the closing of the license agreement or receipt
of revenues occurs during the term of this Agreement, or within twenty-four (24)
months after Advisor receives written termination of this Agreement with parties
introduced to the Company by Advisor during the term of this
Agreement.
3. Right
to Provide Future Investment Banking Services. In the event that a
Transaction that raises at least $1 million gross proceeds is completed, Advisor
shall, for twenty-four (24 months) following closing, have a “right of first
refusal” to act as sole financial advisor, manager, and placement agent to the
Company on any transactions for which the Company would require the services of
an investment bank and whereby Advisor provides such service. Such
transactions shall be at a competitive market rate and include, but are not
limited to, merger and/or acquisitions transactions and additional offerings or
placements of debt or equity securities (public or private). A that
certain letter of intent executed by the parties hereto concurrently with this
engagement letter and dated as of even date herewith (the “LOI”) contains the
provisions of an anticipated underwritten public offering and such terms are
incorporated herein by reference.
Offerings.
The parties shall cooperate to ensure that a Transaction provided for in this
Agreement is conducted in compliance with all applicable laws, including the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended. In any Private Placement arranged by Advisor, the Company
will endeavor in good faith to qualify the Securities for offering and sale
under, or to establish the exemption of the offering and sale of the Securities
from qualification or registration under, the applicable securities or “blue
sky” laws of such jurisdictions as the Company and the Advisor may reasonably
designate. Any Private Placement arranged by Advisor will be
conducted pursuant to the terms and conditions of a customary placement agent
agreement or underwriting agreement acceptable to Advisor, the Company, and
their respective counsel. Any Private Placement arranged by Advisor will be as
the Company’s agent and not on an underwritten basis. The Company understands
and acknowledges that in agreeing to act as the Company’s agent in a Private
Placement, Advisor does not guarantee that the Company will be able to obtain
financing or that the Company will be able to obtain financing on specific
terms. Advisor represents that it is a FINRA/SIPC member in good standing and is
authorized to conduct such an offering, and provide the services herein, in
accordance with the rules and regulations of said membership.
Business
Practice. The Company recognizes that Advisor is in the business of
advising and consulting with other businesses, some of which businesses may be
in competition with the Company. The Company acknowledges and agrees that
the Advisor may advise and consult with other businesses, including those which
may be in competition with the Company, and shall not be required to devote its
full time and resources to performing services on behalf of the Company under
this Agreement. The Advisor shall only be required to expend such time and
resources as are reasonably appropriate to advise and assist the Company as
provided for herein.
2
6. Representations,
Covenants and Conditions.
6.1 The
Company represents and warrants as follows:
(a) Organization. The
Company is duly organized, validly existing and in good standing under the laws
of the state of so specified at the outset of this engagement
letter.
(b) Power
and Authority. The Company has all requisite power and authority to
enter into this Agreement and perform its obligations hereunder. When
executed and delivered by the parties hereto, this Agreement will constitute a
valid and legally binding obligation of the Company.
(c) Non-contravention. Entry
into and performance of this Agreement will not (i) conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under any
indenture, mortgage, deed of trust, permit, license, governmental authority,
loan agreement or other agreement or instrument to which the Company is bound,
or to which any of the property or assets of the Company are subject, or (ii)
result in any violation of the provisions of the articles of organization or
Operating Agreement of the Company, and no action, suit or proceeding shall be
instituted, pending or threatened that would be reasonably likely to prohibit
the consummation of this Agreement.
6.2 The
Advisor represents and warrants as follows:
(a) Organization. The
Advisor is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Colorado.
(b) Power
and Authority. The Advisor has all requisite power and authority to
enter into this Agreement and perform its obligations hereunder. When
executed and delivered by the parties hereto, this Agreement will constitute a
valid and legally binding obligation of the Advisor.
7. Indemnification.
The Company acknowledges that the Advisor will be acting on behalf of the
Company and will require indemnification by the Company. The Company
further acknowledges that the Advisor’s indemnification provisions attached
hereto as Exhibit D are incorporated by reference herein or are made a part
hereof for all purposes as though set forth entirely herein.
3
8. Term
of Agreement. This Agreement shall terminate six (6) months from the date
of this Agreement, unless extended by mutual agreement of the parties.
Upon termination of this Agreement, neither party shall have any further rights
or obligations to the other, except that (i) the Company shall be obligated to
pay fees under Sections 2.1, 2.2, and 2.3 hereof relating to Transactions
commenced by Advisor prior to written termination of the Agreement and closed
within twenty-four (24) months after termination of this Agreement with a party
introduced to the Company by Advisor during the term of this Agreement, (ii) the
Company shall be obligated to reimburse expenses under Section 2.4 incurred by
the Advisor during the period prior to termination of this Agreement, and (iii)
the Advisor and the Company shall continue to be bound by the provisions of
Section 6 hereof.
9. Relationship
of Parties. The parties agree that their relationship under this Agreement
is an advisory relationship only, and nothing herein shall cause the Advisor to
be partners, agents or fiduciaries of, or joint ventures with, the Company or
with each other.
10.
Notices. All notices required or permitted herein must be in writing and
shall be deemed to have been duly given the first business day following the
date of service if served personally, on the first business day following the
date of actual receipt if delivered by telecopier, telex, email communication or
other similar communication to the party or parties to whom notice is to be
given, or on the third business day after mailing if mailed to the party or
parties to whom notice is to be given by registered or certified mail, return
receipt requested, postage prepaid, to the Advisor and to the Company at the
addresses set forth below, or to such other addresses as either party hereto may
designate to the other by notice from time to time for this purpose
| Advisor: |
Pat
Adams
Managing
Member
CIM
Securities, LLC. (Member FINRA/SiPC)
5975
South Quebec St. Ste 142
Centennial,
CO 80111-4565
303-874-7474
(Phone)
303-488-9555
(Fax)
padams@cimsecurities.com
|
| Company: |
Steven
Berman
Chief
Executive Officer
China
Wi-Max Communications, Inc.
1905
Sherman Street, Suite 335
Denver,
Colorado 80203
303-993-8028
(Phone)
303-993-8172
(Fax)
sberman@chinawi-max.com
|
11.
Parties. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and
assigns.
12.
Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado, except for its conflicts of
law principles.
4
13. Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Colorado applicable to the performance and
enforcement of contracts made within such state, without giving effect to the
law of conflicts of laws applied thereby. In the event that any
dispute shall occur between the parties arising out of or resulting from the
construction, interpretation, enforcement or any other aspect of this Agreement,
the parties hereby agree to accept the exclusive jurisdiction of the Courts of
the State of Colorado sitting in and for the Arapahoe County. In the
event either party shall be forced to bring any legal action to protect or
defend its rights hereunder, then the prevailing party in such proceeding shall
be entitled to reimbursement from the non-prevailing party of all fees, costs
and other expenses (including, without limitation, the reasonable expenses of
its attorneys) in bringing or defending against such action.
14. Entire
Agreement, Waiver. This Agreement constitutes, including all exhibits and
schedules attached hereto along with the applicable provisions of the LOI
constitute the entire Agreement between the parties hereto and supersedes all
prior Agreements relating to the subject matter hereof. This Agreement may not
be amended or modified in any way except by subsequent Agreement executed in
writing. Either the Company or the Advisor may waive in writing any term,
condition, or requirement under this Agreement which is intended for its own
benefit, and written waiver of any breach of such term or condition of this
Agreement shall not operate as a waiver of any other breach of such term or
condition, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof.
15. No
Obligation By Company to Sell or Accept Offers. The Company has no
obligation to pursue or consummate any Transaction, regardless of the terms
offered by a would-be investor, licensor, or purchaser.
16. Public
Announcements. Neither the Company nor Advisor can make a public
announcement of this engagement that includes either the Company’s or Advisor’s
name without written consent of the other party.
EXHIBIT
A
FINANCING
FEES
1.
Compensation for Private Equity Financing
Retainer
/ Due Diligence Fee / Introductions
As a
non-refundable engagement fee for rendering such investment banking advisory
services, conducting due diligence and initially marketing the Company to the
investment community, CIM Securities shall be paid upon signing of this
Agreement a fifteen thousand dollars ($15,000.00), payable $7,500 upon signing
and $7,500 on or before January 28, 2010 as a nonrefundable engagement fee to
engage our firm in the capital raise.
Upon
written request by CIM to the Company, the Company hereby agrees it will provide
a list of all prior accredited investor & qualified institutional contacts
they have consulted or contacted for the purpose of facilitating any prior
Private Placement, M&A transaction, or other form of financing as
contemplated in Paragraph 1 hereof (collectively, called a “Prior Transaction
Introduction”) to CIM, in an effort to protect those leads and for clarification
on potential investors whether private or public. CIM will not be
forced to pre-approve any investor outside of that list of Prior Transaction
Introduction list but may selectively choose to disclose this list of potential
investors. CIM views its investment partners as extremely proprietary
information and wishes to only supply information as it feels
comfortable. Once an investor shows an interest in the Company, CIM
will disclose that investor and may provide updated lists of introductions as a
courtesy to the Company. Should a lead or contact show interest in
the Company and would like more details of the Company, CIM would then make
known the potential source. The Company will pay to CIM the following
placement agent fees for different types of investment structures:
5
b.
Placement Agent Fee for Private Equity Financing
In the
event the Company consummates a Private Placement of its equity securities
through the services of Advisor pursuant to the terms of this Agreement, then
the Company shall pay to the Advisor a Placement Fee equal to eight percent
(8.0%) of the aggregate gross cash proceeds received by the Company in such
placement or offering. In addition the Company shall pay a Dealer
Manager Due Diligence / Marketing Fee of two percent and an additional three
percent (3%) for non accountable expense allowance to CIM for a total cash
placement fees totaling thirteen (13%) of the cash raised in any offering. The
rates specified in this paragraph 1b shall be applicable to the first
Transaction under this agreement. Rates on subsequent Transactions shall be as
mutually agreed.
For the
purposes of this Agreement, equity securities shall be deemed to include any
form of common or preferred stock or any security or instrument which is
directly or through warrants, options, or similar instruments, convertible into,
or exchangeable for, equity securities of the Company.
c.
Placement Agent Warrant
Subject
to any applicable stock exchange and regulatory requirements or approvals, the
Advisor shall be granted a five-year cashless exercise Warrant for common shares
or an equivalent interest equal to the same fee percentages provided in
paragraph 1b above of the securities that are part of the Private Placement,
exercisable at a price equal to the effective price of the Private
Placement. For the purposes of this Agreement, equity securities shall be
deemed to include any form of common or preferred stock or any security or
instrument which is directly or through warrants, options, or similar
instruments, convertible into, or exchangeable for, equity securities of the
Company.
2.
Placement Agent Fee for Private Debt Financing.
In the
event the Company consummates a Private Placement of senior debt or mezzanine
debt (non-convertible) through the services of Advisor pursuant to the terms of
this Agreement, then the Company shall pay to the Advisor a fee equal
to:
A. 5% for
mezzanine debt and 5.0% warrants
B. 2% for
senior debt; and 0% warrants
Said fee shall be due and owed to
Advisor at the time at which the proceeds from the Transaction are made
available to the Company and such Placement Fees and Warrant is to be in the
same manner and form as mentioned in Paragraph 1(b) and (c) provided
above.
3. Financial
Advisory Fees.
During
the Term of this Agreement should the Company choose to take money from other
sources of capital, then Company shall pay a 3% “financial advisory fee” of the
money raised from other sources for advice on pricing and
structuring, upon cancellation of this Agreement as part of compensation to be
paid to CIM for its time marketing and selling the Company to investors during
the Term of this Agreement which is currently set for six (6) months from the
date of this Agreement.
6
EXHIBIT
B
M&A
TRANSACTION FEES
In the
event the Company consummates an acquisition, divestiture, merger, joint venture
or other business combination, or other similar transaction involving the
Company and a party introduced by the Advisor, or with which the Advisor has
become actively involved at the written request of the Company, then the Company
shall pay to the Advisor a fee of 3% of the Purchase Price paid with respect to
such Transaction as follows, which shall be payable in cash at the closing of
the Transaction
As used
herein, “Purchase Price” shall include (i) cash paid in the Transaction, (ii)
the fair market value of any securities issued, (iii) the fair market value of
any other property transferred in connection with the Transaction, (iv) balance
sheet indebtedness (including capital leases) assumed in connection with the
Transaction and (v) cash or the fair market value of property paid to any
officers, directors, employees or affiliates as consideration for any covenant
not to compete or similar agreement related to the Transaction. In the
event any contingent consideration is agreed to be paid in connection with such
transaction (such as, for example, consideration payable upon the fulfillment of
some condition or event which may or may not occur in the future), then such
contingent consideration shall be included in the Purchase Price, and the
Advisor shall be paid its fee with respect to that contingent consideration as
and when it is paid.
In
addition, should the Company or any of its subsidiaries, divisions or entities
enter into a Chapter 11 or Chapter 7 bankruptcy proceeding for whatever reason,
and upon which CIM has successfully introduced a suitable buyer (“stalking
horse”) before or after the filing of the Bankruptcy who at any time
during the Term of this Agreement makes either an investment or an buys with an
asset purchase any of Company assets or if the introduction becomes a Debtor in
Possession funding source, then Company will be bound by the terms of this
Exhibit B for the “purchase price” of all assets bought by such Introduction
made by CIM to Company even after a bankruptcy has become
discharged.
EXHIBIT
C
LICENSE
AGREEMENT OR REVENUE GENERATION FEES
In the
event the Company enters into a licensing or other form of agreement with, or
generates revenues through, a party introduced by Advisor, then the Company
shall pay Advisor a cash fee equal to ten (10%) of the gross proceeds received
by the Company through the licensing payments, related royalties, or revenue
received by the Company. Advisor shall be paid its proportionate share of the
appropriate gross proceeds at the time that such payments are received by the
Company
EXHIBIT
D
INDEMNIFICATION
The
Company and its subsidiaries, agrees to indemnify and hold harmless the Advisor,
together with its affiliates, directors, officers, agents, and employees (the
Advisor and each such entity or person, an “Indemnified Person”), from and
against any and all losses, claims, damages, judgments, and liabilities,
expenses, or costs (and all actions in respect thereof and any legal or other
expenses in giving testimony or furnishing documents in response to a subpoena
or otherwise), including the cost of investigating, preparing for, or defending
any such action or claim, whether or not in connection with litigation in which
an Indemnified Person is a party, as and when incurred, directly or indirectly
caused by, relating to, based upon, or arising out of the Advisor’s performance
of its engagement by the Company under this Agreement, or otherwise arising out
of or in connection with advice or services provided or to be provided by
Indemnified Persons pursuant to the Agreement, the transactions contemplated
thereby, or any Indemnified Person’s actions or inactions in connection with any
such advice, services, or transactions if such activities were performed (i) in
good faith and (ii) in such manner reasonably believed by such Indemnified
Person to be within the scope of the authority conferred by the Agreement or by
law and to be on behalf of the Company or in furtherance of the performance of
the Advisor’s services under the Agreement; provided, however, such indemnity
agreement shall not apply to any such loss, claim, damage, liability, or cost
incurred by any Indemnified Person that has been finally determined by judicial
proceedings or arbitration to have resulted primarily and directly from the
gross negligence or willful misconduct or bad faith of such Indemnified
Person. The Company also agrees that no Indemnified Person shall have any
liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with the any advice or services provided by
any Indemnified Persons in connection with the Agreement, the transactions
contemplated by the Agreement, or any Indemnified Persons’ actions or inactions
in connection with any such advice, services, or transactions except for any
such liability for losses, claims, damages, liabilities, or costs that has been
finally determined by judicial proceedings or arbitration to have resulted
primarily and directly from such Indemnified Person’s gross negligence or
willful misconduct or bad faith in connection with such advice, actions,
inactions, or services.
7
These
Indemnification Provisions shall be in addition to any liability that the
Company may otherwise have to any Indemnified Person and shall extend to the
following: the Advisor, its affiliated entities, directors, officers, employees,
agents, legal counsel and controlling persons of the Advisor within the meaning
of the federal securities laws, and the respective successors, assigns, heirs,
beneficiaries, and legal representatives of each of the foregoing indemnified
persons or entities. All references to the Advisor or Indemnified Persons
in these Indemnification Provisions shall be understood to include any and all
of the foregoing indemnified persons or entities.
If any
action, proceeding, or investigation is commenced, as to which an Indemnified
Person proposes to demand such indemnification, it will notify the Company with
reasonable promptness; provided, however, that any failure by an Indemnified
Person to notify the Company will not relieve the Company from its obligations
hereunder except if and only to the extent that the Company’s defense of such
action, proceeding or investigation is actually prejudiced by the Indemnified
Person’s failure so to notify the Company. The Advisor will have the right
to retain counsel of its own choice to represent it; however, such firm shall be
acceptable to the Company, which acceptance shall not be unreasonably withheld,
and unless the Company assumes the Advisor’s defense as provided below, the
Company will pay the reasonable fees and expenses of such counsel, and such
counsel shall to the fullest extent consistent with its professional
responsibilities cooperate with the Company and any counsel designated by it.
The Company will be entitled to participate at its own expense in the defense,
or if it so elects, to assume and control the defense of any action, proceeding,
or investigation, but, if the Company elects to assume the defense, such defense
shall be conducted by counsel reasonably acceptable to the Advisor. Any
Indemnified Person may retain additional counsel of its own choice to represent
it but shall bear the fees and expenses of such counsel unless the Company shall
have specifically authorized the retaining of such counsel. The Company
will not be liable for any settlement of any claim against an Indemnified Person
made without its written consent.
In order
to provide for just and equitable contribution, if a claim for indemnification
pursuant to these Indemnification Provisions is made but it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal)
that such indemnification may not be enforced in such case, even though the
express provisions hereof provide for indemnification in such case, then the
Company, on the one hand, and any Indemnified Person, on the other hand, shall
contribute to the losses, claims, damages, liabilities, or costs to which the
Indemnified Persons may be subject in accordance with the relative benefits
received by the Company, on the one hand, and the Advisor, on the other hand,
and also the relative fault of the Company, on the one hand, and the Advisor, on
the other hand, in connection with the statements, acts or omissions that
resulted in such losses, claims, damages, liabilities, or costs, and the
relevant equitable considerations shall also be considered. No person
found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such
misrepresentation. Notwithstanding the foregoing, the Advisor shall not be
obligated to contribute any amount hereunder that exceeds the amount of fees
received by the Advisor pursuant to the Agreement.
8
Neither
termination nor completion of the engagement of the Advisor or any Indemnified
Person under the Agreement shall affect the provisions of these Indemnification
Provisions, which shall then remain operative and in full force and
effect.
If any
provision contained in this Exhibit D is held by a court of competent
jurisdiction or other authority to be invalid, void, unenforceable, or against
its regulatory policy, the remainder of the provisions contained in this Exhibit
D shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated. These Indemnification Provisions may not be amended or
modified in any way, except by subsequent agreement executed in
writing.
We are
pleased to accept this engagement and look forward to working with the Company.
Please confirm that the foregoing is in accordance with your understanding and
agreement by signing and returning to us the enclosed duplicate of this
Agreement which shall thereupon constitute a binding agreement effective as of
the date set forth above your signature.
| Agreed & Accepted | Agreed & Accepted | ||
| CIM Securities, LLC | China Wi-Max Communication, Inc. | ||
| December 28, 2009 | |||
| Date: ______________________________ | Date: ______________________________ | ||
| Name: _____________________________ | Name: _____________________________ | ||
| President | |||
| Title: ______________________________ | Title: ______________________________ |