Exhibit 10.17
AGREEMENT WITH TARGET STOCKHOLDERS
Agreement dated March 4, 2005 among Clarion Sensing Systems Acquisition
Corp., a New Jersey corporation (the "Buyer"), and the stockholders (the "Target
Stockholders") of Clarion Sensing Systems, Inc., an Indiana corporation (the
"Target"). Buyer and Target Stockholders are referred to collectively herein as
the "Parties."
The Buyer and the Target are entering into an Asset Purchase Agreement
concurrently herewith ("Asset Purchase Agreement"). The Asset Purchase Agreement
contemplates a transaction in which the Buyer will purchase the Acquired Assets
(and accept responsibility for the Assumed Liabilities) of the Target in return
for cash and the Parent Shares.
The Buyer and the Target make certain representations, warranties, and
covenants in the Asset Purchase Agreement which will survive the Closing for
purposes of potential indemnification. The Target Stockholders, however, intend
to cause the Target to liquidate and dissolve after the Closing. The Buyer and
the Target Stockholders therefore wish to provide for post-Closing
indemnification against breaches of these representations, warranties, and
covenants and to make certain other covenants among themselves.
Now, therefore, in consideration of the premises and the mutual promises
herein made, the Buyer and the Target Stockholders agree as follows.
1. Definitions.
"Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.
"Annex" has the meaning set forth in ss.2 below.
"Asset Purchase Agreement" has the meaning set forth in the preface above.
"Confidential Information" means any information concerning the businesses
and affairs of the Target that is not already generally available to the public.
"Escrow Agreement" means that certain escrow agreement among ECSI
International, Inc., Target and the Target Stockholders of even date herewith.
"Indemnified Party" has the meaning set forth in ss.4(d) below.
"Indemnifying Party" has the meaning set forth in ss.4(d) below.
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"Party" has the meaning set forth in the preface above.
"Requisite Target Stockholders" means Target Stockholders holding a
majority in interest of the total number of Target Shares that all of the Target
Stockholders hold in the aggregate as set forth in the Annex.
"Third Party Claim" has the meaning set forth in ss.4(d) below.
Any capitalized term not otherwise defined in this Agreement has the
meaning ascribed in the Asset Purchase Agreement.
2. Representations and Warranties of the Target Stockholders. Each of the
Target Stockholders represents and warrants to the Buyer that the statements
contained in this ss.2 are correct and complete as of the date of this Agreement
and will be correct and complete as of the Closing Date (as though made then and
as though the Closing Date were substituted for the date of this Agreement
throughout this ss.2) with respect to himself or itself, except as set forth in
the Annex attached hereto (the "Annex").
(a) Authorization. The Target Stockholder has full power and authority to
execute and deliver this Agreement and to perform his or its obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of the Target Stockholder, enforceable in accordance with its terms and
conditions, except that the enforceability hereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding may be brought.
(b) Noncontravention. Neither the execution and the delivery of this
Agreement by the Target Stockholder, nor the performance by the Target
Stockholder of his or its obligations hereunder, will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
stipulation, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Target Stockholder is subject or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Target Stockholder is a party or
by which he or it is bound or to which any of his or its assets is subject.
(c) Target Shares. The Target Stockholder holds of record the number of
Target Shares set forth next to his or its name on the Annex.
3. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.
(a) General. In case at any time after the Closing any further action is
necessary or desirable to carry out the purposes of the Asset Purchase
Agreement, each of the Parties will take
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such further action (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification therefor under ss.4 below). The Target Stockholders
acknowledge and agree that from and after the Closing the Buyer will be entitled
to possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to the Target, other than
those expressly agreed to in writing by Buyer and Target prior to the Closing.
(b) Litigation Support. In the event and for so long as any Party actively
is contesting or defending against any action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or demand in connection with (i) any
transaction contemplated under the Asset Purchase Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Target, each of the other Parties will
cooperate with the contesting or defending Party and his or its counsel in the
contest or defense, make available his or its personnel, and provide such
testimony and access to his or its books and records as shall be necessary in
connection with the contest or defense, all at the sole cost and expense of the
contesting or defending Party (unless the contesting or defending Party is
entitled to indemnification therefor under ss.4 below).
(c) Transition. For three (3) years following the date hereof, none of the
Target Stockholders will take any action that is designed or intended to have
the effect of discouraging any lessor, licensor, customer, supplier, or other
business associate of the Target from maintaining the same business
relationships with the Buyer after the Closing as it maintained with the Target
prior to the Closing. For three (3) years following the date hereof, each of the
Target Stockholders will refer all customer inquiries relating to the businesses
of the Target to the Buyer from and after the Closing. In the event a Target
Stockholder shall be party to an agreement which would require such Target
Stockholder not to discourage such business associates from maintaining the same
business relationship with Buyer after the Closing as it maintained with Target
prior to Closing following three (3) years from the date hereof, this Agreement
shall in no way affect the application of such other agreement.
(d) Confidentiality. Each of the Target Stockholders will treat and hold
as such all of the Confidential Information, refrain from using any of the
Confidential Information except in connection with this Agreement, and deliver
promptly to the Buyer or destroy, at the request and option of the Buyer, all
tangible embodiments (and all copies) of the Confidential Information which are
in his or its possession. In the event that any of the Target Stockholders is
requested or required (by oral question or request for information or documents
in any legal proceeding, interrogatory, subpoena, civil investigative demand, or
similar process) to disclose any Confidential Information, that Target
Stockholder will notify the Buyer promptly of the request or requirement so that
the Buyer may seek an appropriate protective order or waive compliance with the
provisions of this ss.3(d). If, in the absence of a protective order or the
receipt of a waiver hereunder, any of the Target Stockholders is, on the advice
of counsel, compelled to disclose any Confidential Information to any tribunal
or else stand liable for contempt, that Target Stockholder may disclose the
Confidential Information to the tribunal; provided, however, that
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the disclosing Target Stockholder shall use his or its reasonable best efforts
to obtain, at the reasonable request of the Buyer, an order or other assurance
that confidential treatment will be accorded to such portion of the Confidential
Information required to be disclosed as the Buyer shall designate.
(e) Post-Closing Covenant. The Parties intend that the transaction will be
treated for income tax purposes as a taxable purchase of assets and not a
tax-free reorganization. The Target Stockholders shall take no action or fail to
take an action contrary to this intention, including but not limited to (i)
causing the distribution of any property Target receives in connection with the
transaction contemplated by the Asset Purchase Agreement pursuant to a plan of
reorganization or (ii) taking the position for tax or other purposes to the
effect that said transaction is a tax-free reorganization.
4. Remedies for Breaches of this Agreement and the Asset Purchase
Agreement.
(a) Survival of Representations and Warranties. All of the representations
and warranties of the Target contained in ss.3(g)-(j), ss.3(l)-(w), ss.3(y) and
ss.3(a)(a) - ss.3(a)(c) of the Asset Purchase Agreement shall survive the
Closing and continue in full force and effect until three (3) years following
the date hereof. All of the other representations and warranties of the Target
and the Target Stockholders contained in the Asset Purchase Agreement (including
the representations and warranties of the Target contained in ss.3(a)-(f),
ss.3(k), ss.3(x) and ss.3(z) thereof) and in this Agreement or in any related
agreement or in any document or instrument delivered pursuant thereto or in
connection therewith, including without limitation any Side Agreement, shall
survive the Closing (even if the damaged Party knew or had reason to know of any
misrepresentation or breach of warranty at the time of Closing) and continue in
full force and effect forever thereafter (subject to any applicable statutes of
limitations).
(b) Indemnification Provisions for Benefit of the Buyer.
(i) In the event the Target breaches (or in the event any third party
alleges facts that, if true, would mean the Target has breached) any of
its representations, warranties, and covenants contained in the Asset
Purchase Agreement or any related agreement or in any document or
instrument delivered pursuant thereto or in connection therewith,
including without limitation any Side Agreement, and, if there is an
applicable survival period pursuant to ss.4(a) above, provided that the
Buyer makes a written claim for indemnification against any of the Target
Stockholders pursuant to ss.6(h) below within such survival period, then
each of the Target Stockholders agrees, jointly and severally, to
indemnify the Buyer and Parent from and against the entirety of any
Adverse Consequences the Buyer and Parent may suffer through and after the
date of the claim for indemnification (including any Adverse Consequences
the Buyer and Parent may suffer after the end of any applicable survival
period) resulting from, arising out of, relating to, in the nature of, or
caused by the breach (or the alleged breach). The Buyer may elect (x) to
make a claim under the Escrow Agreement in accordance with the terms
thereof (y), to make a claim for cash indemnification hereunder or (z) to
make claims under both clauses (x) and (y) of this sentence; provided
however, the total amount of
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indemnification payable to Buyer shall not exceed the amount of the
Adverse Consequences.
(ii) In the event any of the Target Stockholders breaches (or in the event
any third party alleges facts that, if true, would mean any of the Target
Stockholders has breached) any of his or its representations, warranties,
and covenants contained in this Agreement or the Asset Purchase Agreement
or any related agreement or in any document or instrument delivered
pursuant thereto or in connection therewith, including without limitation
any Side Agreement, and, if there is an applicable survival period
pursuant to ss.4(a) above, provided that the Buyer or Parent makes a
written claim for indemnification against the Target Stockholder pursuant
to ss.6(h) below within such survival period, then the Target Stockholder
agrees to indemnify the Buyer or Parent from and against the entirety of
any Adverse Consequences the Buyer or Parent incurs through and after the
date of the claim for indemnification (including any Adverse Consequences
the Buyer incurs after the end of any applicable survival period)
resulting from, arising out of, or caused by the breach (or the alleged
breach).
(iii) Each of the Target Stockholders agrees, jointly and severally, to
indemnify the Buyer or Parent from and against the entirety of any Adverse
Consequences the Buyer incurs resulting from, arising out of, relating to,
or caused by any Liability of the Target which is not an Assumed Liability
(including any Liability of the Target that becomes a Liability of the
Buyer or Parent under any bulk transfer law of any jurisdiction, under any
common law doctrine of de facto merger or successor liability, under
Environmental, Health, and Safety Requirements, under any Tax law or
otherwise by operation of law);
(c) Indemnification Provisions for Benefit of the Target Stockholders.
(i) All of the representations and warranties of the Buyer contained in
the Asset Purchase Agreement shall survive the Closing (even if the
damaged Party knew or had reason to know of any misrepresentation or
breach of warranty at the time of Closing) and continue in full force and
effect forever thereafter (subject to any applicable statutes of
limitations).
(ii) In the event the Buyer breaches (or in the event any third party
alleges facts that, if true, would mean the Buyer has breached) any of its
representations, warranties, and covenants contained in the Asset Purchase
Agreement and in this Agreement, and, if there is an applicable survival
period pursuant to ss.4(c)(i) above, provided that any of the Target
Stockholders makes a written claim for indemnification against the Buyer
pursuant to ss.6(h) below within such survival period, then the Buyer
agrees to indemnify each of the Target Stockholders from and against the
entirety of any Adverse Consequences the Target Stockholder may suffer
through and after the date of the claim for indemnification (including any
Adverse Consequences the Target Stockholder may suffer after the end of
any applicable survival period) resulting from, arising out of, relating
to, in the nature of, or caused by the breach (or the alleged breach).
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(iii) The Buyer agrees to indemnify each of the Target Stockholders from
and against the entirety of any Adverse Consequences the Target
Stockholder may suffer resulting from, arising out of, relating to, in the
nature of, or caused by any Assumed Liability.
(d) Matters Involving Third Parties.
(i) If any third party shall notify any Party (the "Indemnified Party")
with respect to any matter (a "Third Party Claim") which may give rise to
a claim for indemnification against any other Party (the "Indemnifying
Party") under this ss.4, then the Indemnified Party shall promptly notify
each Indemnifying Party thereof in writing; provided, however, that no
delay on the part of the Indemnified Party in notifying any Indemnifying
Party shall relieve the Indemnifying Party from any obligation hereunder
unless (and then solely to the extent) the Indemnifying Party thereby is
prejudiced.
(ii) Any Indemnifying Party will have the right to defend the Indemnified
Party against the Third Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party so long as (A) the Indemnifying
Party notifies the Indemnified Party in writing within 15 days after the
Indemnified Party has given notice of the Third Party Claim that the
Indemnifying Party will defend the Indemnified Party from and against any
Adverse Consequences the Indemnified Party incur resulting from, arising
out of, relating to, or caused by the Third Party Claim, (B) the
Indemnifying Party provides the Indemnified Party with evidence reasonably
acceptable to the Indemnified Party that the Indemnifying Party will have
the financial resources to defend against the Third Party Claim and
fulfill its indemnification obligations hereunder, (C) the Third Party
Claim involves only money damages and does not seek an injunction or other
equitable relief, (D) settlement of, or an adverse judgment with respect
to, the Third Party Claim is not, in the good faith judgment of the
Indemnified Party, likely to establish a precedential custom or practice
materially adverse to the continuing business interests of the Indemnified
Party, and (E) the Indemnifying Party conducts the defense of the Third
Party Claim actively and diligently.
(iii) So long as the Indemnifying Party is conducting the defense of the
Third Party Claim in accordance with ss.4(d)(ii) above, (A) the
Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim, (B) the
Indemnified Party will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim without the
prior written consent of the Indemnifying Party (not to be withheld
unreasonably), (C) the Indemnifying Party will not consent to the entry of
any judgment or enter into any settlement with respect to the Third Party
Claim without the prior written consent of the Indemnified Party (not to
be withheld unreasonably), and (D) the Indemnifying Party shall not be
liable for any amounts in excess of the amount payable pursuant to a
settlement or judgment if the Indemnified Party does not consent to such
settlement or entry of judgment referred to in clause (C) above, unless
the withholding of such consent was reasonable.
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(iv) In the event any of the conditions in ss.4(d)(ii) above is or becomes
unsatisfied, however, (A) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any settlement with
respect to, the Third Party Claim in any manner it reasonably may deem
appropriate (and the Indemnified Party need not consult with, or obtain
any consent from, any Indemnifying Party in connection therewith), (B) the
Indemnifying Parties will reimburse the Indemnified Party promptly and
periodically for the costs of defending against the Third Party Claim
(including reasonable attorneys' fees and expenses), and (C) the
Indemnifying Parties will remain responsible for any Adverse Consequences
the Indemnified Party may suffer resulting from, arising out of, relating
to, in the nature of, or caused by the Third Party Claim to the fullest
extent provided in this ss.4.
(e) Other Indemnification Provisions. The foregoing indemnification
provisions are in addition to, and not in derogation of, any statutory,
equitable, or common law remedy (including without limitation any such remedy
arising under Environmental, Health, and Safety Requirements) any Party may have
with respect to the Target or the transactions contemplated by this Agreement.
Each of the Target Stockholders hereby agrees that he or it will not make any
claim for indemnification against the Buyer by reason of the fact that he or it
was a director, officer, employee, or agent of the Target or was serving at the
request of any such entity as a partner, trustee, director, officer, employee,
or agent of another entity (whether such claim is for judgments, damages,
penalties, fines, costs, amounts paid in settlement, losses, expenses, or
otherwise and whether such claim is pursuant to any statute, charter document,
bylaw, agreement, or otherwise) with respect to any action, suit, proceeding,
complaint, claim, or demand brought by the Buyer against such Target Stockholder
(whether such action, suit, proceeding, complaint, claim, or demand is pursuant
to this Agreement, applicable law, or otherwise).
5. Termination. This Agreement shall terminate if and only if the Asset
Purchase Agreement is terminated prior to the Closing in accordance with and
pursuant to the terms thereof.
6. Miscellaneous.
(a) Exclusivity. None of the Target Stockholders will (i) solicit,
initiate, or encourage the submission of any proposal or offer from any Person
relating to the acquisition of any capital stock or other voting securities, or
any substantial portion of the assets, of any of the Target and its Subsidiaries
(including any acquisition structured as a merger, consolidation, or share
exchange) or (ii) participate in any discussions or negotiations regarding,
furnish any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any Person to do or seek any of the
foregoing. Each Target Stockholder will notify the Buyer immediately if he or it
becomes aware that any Person has made any proposal, offer, inquiry, or contact
with respect to any of the foregoing.
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(b) Press Releases and Public Announcements. None of the Target
Stockholders shall issue any press release or make any public announcement
relating to the subject matter of the Asset Purchase Agreement prior to the
Closing without the prior written approval of the Buyer.
(c) No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
(d) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(e) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of his
or its rights, interests, or obligations hereunder without the prior written
approval of the Buyer and the Requisite Target Stockholders; provided, however,
that the Buyer may (i) assign any or all of its rights and interests hereunder
to one or more of its Affiliates and (ii) designate one or more of its
Affiliates to perform its obligations hereunder (in any or all of which cases
the Buyer nonetheless shall remain liable and responsible for the performance of
all of its obligations hereunder).
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(g) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(h) Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Target:
Clarion Sensing System, Inc.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: X. Xxxxxx Harmless
Phone No. 000-000-0000
Fax No. 317 - 000-0000
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Copy to:
Xxx X. Xxxx, Esq.
Xxxxxx & Xxxxxxxxx
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Phone No.000-000-0000
Fax No. 000-000-0000
If to the Buyer:
ECSI Subsidiary
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx X - Xxxxx 0
Xxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxx
Phone No. 000-000-0000
Fax No. 000-000-0000
Copy to:
Lasser Xxxxxxx, L.L.C.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Phone No. 000-000-0000
Fax No. 000-000-0000
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
(i) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New Jersey without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New Jersey or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New Jersey.
(j) Arbitration. Any dispute arising under this Agreement shall be
submitted to binding arbitration in Cincinnati, Ohio. The arbitration shall be
conducted under the auspices of the
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American Arbitration Association or another body selected by the parties. The
parties shall use commercially reasonable efforts to agree on a single
arbitrator. If they are unable to do so within 15 days after notice of
commencement of the arbitration is given, then any party to the dispute may
request the American Arbitration Association to supply a list of five
prospective arbitrators. The parties shall alternately strike one name from the
list, beginning with the party who commenced the arbitration, until only one
name remains, and the last person remaining on the list shall be the arbitrator.
By mutual agreement, the parties may reject an entire list and request another.
Judgment on an award of the arbitrator may be entered by any court of competent
jurisdiction. The arbitrators shall have the authority to grant equitable
relief. The prevailing party in any arbitration shall be entitled to recover, in
addition to any other relief awarded by the arbitrator, its reasonable costs and
expenses, including attorneys' fees, of preparing for and participating in the
arbitration. If each party prevails on specific issues in the arbitration, the
arbitrator may allocate the costs incurred by all parties on a basis he deems
appropriate.
(k) Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Requisite Target Stockholders. No waiver by any Party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(l) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(m) Expenses. Each of the Parties will bear his or its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby (except as otherwise provided
herein).
(n) Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.
(o) Incorporation of Annex. The Annex is incorporated herein by reference
and made a part hereof.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.
CLARION SENSING SYSTEMS ACQUISITION CORP.
By:
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Xxxxxx Xxxxx, President
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XXXXX HARMLESS
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XXXXX XXXXXXXXX
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XXXX HARMLESS
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X. XXXXXX HARMLESS
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XXX XXXXX
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XXXXXX XXXXXXX
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XXXXX XXXXX
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XXX XXXXXXX
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XXXXX O'DELL
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XXXX XXXXXX
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ART XXXXXXXXX
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XXXXX XXXXXXXXX
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XXXX XXXXXX
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XXXXX XXXXX
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XXXXX
Xxxx
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