THE SECURITIES WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 ("THE "ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS (OTHER THAN DISTRIBUTORS) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FORM
THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR
OWN EXAMINATION OF THE ISSUER AND THE TERMS SET FORTH HEREIN,
INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES THAT
ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
AGREEMENT, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THE SECURITIES TO BE PURCHASED PURSUANT TO THIS
AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THE INVESTMENT IN
THE SHARES THAT ARE THE SUBJECT OF THIS AGREEMENT FOR AN
INDEFINITE PERIOD OF TIME.
REGULATION S SUBSCRIPTION AGREEMENT
DOVER PETROLEUM CORP.
Subscription Agreement (the "Subscription Agreement") between
Dover Petroleum Corp., a Nevada corporation ("Company")and ▇▇▇▇▇▇
▇▇▇▇▇ ("Purchaser").
1. Subscription.
(a) The Purchaser hereby applies to purchase 4,560,200
units (the "Units") from the Company at a price of fifty cents
(US$0.50) per Unit for an aggregate subscription price (the
"Subscription Price") of US$ 2,280,100, all in accordance with the
terms set forth in this Subscription Agreement. Each Unit consists
of one (1) share (a "Share") of the $.001 par value common stock of
the Company (the "Common Stock") and one (1) warrant (a "Warrant")
to purchase one (1) share of Common Stock (the "Warrant Shares"),
which Warrant must shall be in the form attached hereto. The
Warrant will, upon exercise, entitle the holder thereof, to acquire
the Warrant Shares at a price of eighty cents (US$0.80) per Warrant
Share. THE SUBSCRIPTION EVIDENCED BY THE EXECUTION OF THIS
SUBSCRIPTION AGREEMENT BY PURCHASER IS IRREVOCABLE, BUT SUCH
SUBSCRIPTION MAY BE REJECTED BY THE COMPANY IN ITS SOLE DISCRETION.
In the event that the subscription of the Purchaser is rejected by
the Company, the Purchaser understands that all of the obligations
of Purchaser hereunder shall terminate.
(b) Payment of the Subscription Price shall be made in
the form of a promissory note (the "Subscription Note") in the form
attached hereto.
2. Representations and Warranties of Purchaser. The
Purchaser acknowledges, represents, warrants and agrees as follows:
(a) This Subscription Agreement has not been reviewed by
the Securities and Exchange Commission (the "SEC") or any state
securities agency because of applicable exemptions from the
registration provisions of the Securities Act of 1933 (the "Act")
and/or applicable state securities laws (collectively, the
"Securities Laws").
(b) Neither the SEC nor any state securities agency has
made any finding or determination of the fairness or suitability for
investment in or any endorsement of Company or of the Units.
(c) Legal counsel to Company has not provided any
information regarding Company to Purchaser nor has such legal
counsel independently verified any information regarding Company
otherwise obtained by Purchaser or included herein.
(d) No independent third party, such as an investment
banking firm or other expert in evaluating businesses or securities,
has made an evaluation of the economic potential of Company.
(e) The price of the Units has been determined solely by
Company and does not necessarily bear any relationship to the
results of operations, net worth or prospects of Company or to any
other recognized criteria of value, and should not be considered as
an indication of any price at which any of the Common Stock of
Company may trade in the future.
(f) If the Purchaser is other than an individual:
(1) The Purchaser is duly organized, validly
existing and in good standing under the laws of the
jurisdiction of its organization, and has all requisite power
and authority to purchase and hold the Shares and the Warrants.
(2) The decision to invest by the Purchaser, the
execution and delivery of this Agreement by the Purchaser, the
performance by the Purchaser of its obligations hereunder and
the consummation by the Purchaser of the transaction
contemplated hereby have been duly authorized and no other
proceedings on the part of the Purchaser is necessary.
(3) The person executing this Agreement on behalf of
the Purchaser has all right, power and authority to execute and
deliver this Subscription Agreement on behalf of the Purchaser.
This Subscription Agreement has been duly executed and
delivered by the Purchaser and, assuming the due authorization,
execution and delivery hereof by the Company, will constitute
the legal, valid and binding obligations of the Purchaser,
enforceable against the Purchaser in accordance with its terms,
except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and the
availability of equitable remedies.
(g) If the Purchaser is a natural person: He or she has
reached the age of majority in the jurisdiction in which he or she
resides and has adequate means of providing for his or her current
financial needs and contingencies.
(h) The Purchaser is able to bear the economic risks of
the investment in the Units and, consequently, without limiting the
generality of the foregoing, is able to hold the Units for an
indefinite period of time and has a sufficient net worth to sustain
a loss of the entire investment in the Company in the event such
loss should occur.
(i) The Units are being acquired by the Purchaser for the
Purchaser's own account with no intention of assigning any
participation or interest therein, and not with a view toward the
distribution thereof except in compliance with applicable securities
laws and regulations.
(j) The Purchaser hereby agrees to resell the Shares, the
Warrants and the Warrant Shares only in accordance with the
provisions of Regulation S under the Act ("Regulation S"), pursuant
to registration under the Act or pursuant to an available exemption
from such registration and in compliance with the Securities Laws.
(k) The Purchaser has such knowledge and experience in
financial and business matters as to be capable of evaluating the
merits and risks of, and bearing the economic risks entailed by, an
investment in the Units and of protecting the Purchaser's interests
in connection with this transaction. The Purchaser recognizes that
an investment in the Units involves a high degree of risk and that
the Purchaser may lose the entire investment in the Units.
(l) Purchaser understands that Purchaser is purchasing
the Units without being furnished any offering literature or
prospectus. THE PURCHASER ACKNOWLEDGES THAT PURCHASER HAS OBTAINED
SUCH INFORMATION OR DATA AS PURCHASER MAY DEEM APPROPRIATE IN ORDER
TO PROVIDE THE PURCHASER WITH THE BASIS OF MAKING AN INFORMED
INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF UNITS. The
Purchaser has had the opportunity to obtain such information as
Purchaser deems necessary to verify the intended use of the proceeds
derived from the Purchaser's investment in the Units. The Purchaser
has been given the opportunity to meet with representatives of the
Company and to have such representatives answer any questions and
provide any additional information regarding the terms and
conditions of an investment in the Units as deemed relevant by the
Purchaser or as a result of any independent investigations made by
the Purchaser or any of Purchaser's representatives. Except as may
be set forth herein, no representations or warranties have been made
to Purchaser by Company or any agent, employee or affiliate of
Company, as a condition to executing this Subscription Agreement,
and Purchaser is not relying on any information other than that
which results from the independent investigation of Purchaser.
(m) Purchaser understands that the Company is currently
seeking to raise up to Six Million Dollars (US$6,000,000.00), and in
that regard it may execute subscription agreements with other
parties for the sale of up to Twelve Million shares of its Common
Stock and warrants to issue up to an additional Twelve Million of
its shares of Common Stock (collectively, the "Potential
Issuances"). Accordingly, if the Company is successful in meeting
its goals it may issue Twenty Four Million (or more) shares of its
Common Stock. Purchaser further understands that the Company may
offer terms and conditions relating to any such Potential Issuances
which are more or less favorable to any potential purchaser than
those offered by the Company pursuant to this Subscription Agreement
and the Company makes no representation or warranty to the Purchaser
in regard to any term or condition that may be associated with any
such Potential Issuance.
(n) The Purchaser acknowledges that the Purchaser has
been advised to consult with the Purchaser's own attorney regarding
legal matters concerning the Company and to consult with the
Purchaser's tax advisor regarding the tax consequences of acquiring
the Units.
(o) The Purchaser does not intend to dispose of all or a
portion of the Shares, the Warrants or the Warrant Shares either
currently or after the passage of a fixed or determinable period of
time or upon the occurrence or non-occurrence of any predetermined
event or circumstance.
(p) The Purchaser understands that neither the Shares,
the Warrants, the Warrant Shares nor the sale thereof have been
registered under the Act or under the Securities Laws. The
Purchaser understands that the transfer of the Shares, the Warrants
and the Warrant Shares is restricted and the Shares, the Warrants
and the Warrant Shares must be held indefinitely unless the each of
same are subsequently registered under the Act or, in the opinion of
the Purchaser's counsel, which opinion shall be reasonably
acceptable to the Company and the Company's counsel, an exemption
from such registration is available at that time, or pursuant to the
provisions of Regulation S. The Purchaser further understands that
the Company has no intention or obligation to register the Shares,
the Warrants nor the Warrant Shares under the Act or otherwise.
(q) The Purchaser certifies that the Purchaser is not a
U.S. Person nor is the Purchaser purchasing the Units for the
account or benefit of any U.S. Person.
(r) The Purchaser understands and agrees that, in
addition to the restrictions set forth elsewhere in this
Subscription Agreement, the Company and its transfer agent will
refuse to register any transfer of the Shares, the Warrants or the
Warrant Shares unless each of same are, as applicable, registered
under the Act or an exemption from the registration requirements of
the Act is available.
(s) The Purchaser is not subscribing for the Units as a
result of, nor is the Purchaser aware of any advertisement, article,
notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or presented
at any seminar or meeting with respect to the Units or the Company.
(t) This Agreement has been executed by the Purchaser
outside of the United States.
(u) There are no oral or written contracts,
understandings, agreements or arrangements pursuant to which the
Purchaser may at some future date sell or otherwise dispose of the
Units to a U.S. Person or cause the title in the Shares, the
Warrants or the Warrant Shares to vest in any U.S. person or entity.
(v) There are no oral or written contracts,
understandings, agreements or arrangements between the Purchaser and
any U.S. Person pursuant to which any U.S. Person will benefit in
such manner as to be deemed equivalent to an owner of any of the
Units including, but not limited to, the application of income
received from a sale thereof.
(w) The offer made by the Company with respect to the
sale of Units to the Purchaser was not made in the United States and
at the time the buy order originated, the Purchaser was outside of
the United States.
(x) The Purchaser is not a distributor or a securities
dealer or a person receiving a selling concession, fee or other
remuneration in respect of the Units.
(y) The Shares, the Warrants and the Warrant Shares sold
by the Company, a distributor, or any of their respective affiliates
in a transaction pursuant to Regulation S are deemed to be
"restricted securities," as defined in Rule 144 under the Act and
are therefore subject to the holding period and other conditions of
Rule 144. Any such "restricted securities," will continue to be
restricted securities for the purpose of Rule 144 even though they
may have been acquired in a resale transaction made pursuant to
Regulation S. The Purchaser is familiar with the provisions of Rule
144.
(z) Purchaser understands that a legend (the "Legend")
will be placed on the certificate representing the Shares, the
Warrants and the Warrant Shares stating that the each of same, as
applicable have not been registered under the Act or other
applicable Securities Laws and setting forth or referring to the
restrictions on transferability and sale thereof.
(aa) Purchaser understands that Company may, in the
exercise of its sole discretion, pay commissions or finder fees of
up to Ten percent (10%) of the Aggregate Subscription Price of the
Units (the "Fees") to certain licensed broker-dealers, finders and
others who are instrumental in the sale of the Units and legally
entitled thereto.
3. Representations by Company. Company hereby represents and
warrants to Purchaser that as of the date of acceptance by Company
of this Subscription Agreement:
(a) Company is a corporation duly organized, existing and
in good standing under the laws of the State of Nevada and has the
corporate power to conduct the business presently conducted by it.
(b) The execution, delivery and performance of this
Subscription Agreement by Company has been duly approved by the
board of directors (the "Board") of Company and all other actions
required to authorize and effect the offer and sale of the Units to
Purchaser will have been duly taken and approved.
(c) The Units are duly authorized. The Shares and the
Warrant Shares when issued and paid for in accordance with the terms
hereof, will be fully paid and non-assessable with no personal
liability attaching thereto.
(d) The authorized capital stock of the Company consists
of 500,000,000 shares of Common Stock and 100,000,000 shares of
preferred stock, par value $.001 per share (the "Preferred Stock").
Without giving effect to the Potential Issuances, as of the date
hereof, there are no more than 34,349,160 shares of Common Stock
issued and outstanding and no Preferred Stock outstanding. As of
the date hereof with the exception of the Potential Issuances, no
other equity securities of the Company are issued and outstanding
and there are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require the
Company to issue, sell, or otherwise cause to become outstanding any
of its capital stock. The holders of outstanding shares of the
Common Stock are entitled to receive dividends out of assets legally
available therefor at such times and in such amounts, if any, the
board of directors (the "Board") from time to time may determine.
Holders of Common Stock are entitled to one vote for each share held
on all matters submitted to a vote of stockholders. Holders of the
common stock are not entitled to preemptive rights, and the Common
Stock is not subject to conversion or redemption.
(e) The execution and delivery of this Subscription
Agreement and the issuance of the Units will not result in a
violation of or constitute a default:
(1) under the certificate of incorporation or bylaws
of Company;
(2) in the performance or observance of any material
obligation, agreement or condition contained in any bond,
debenture, note or other evidence of indebtedness, in any
material agreement or instrument to which Company is a party or
by which Company or any of the property of Company may be
bound; or
(3) of any material order, rule, regulation, writ,
injunction or decree of any government, governmental
instrumentality or court, domestic or foreign.
4. Definitions. The following definitions shall apply to
this Subscription Agreement:
(a) "Distributor" means any underwriter, dealer or other
person who participates, pursuant to a contractual arrangement, in
the distribution of the Units.
(b) "United States" means the United States of America,
its territories and possessions, any State of the United States, and
the District of Columbia.
(c) "U.S. Person" means:
(1) Any natural person resident in the United States;
(2) Any partnership or corporation organized or
incorporated under the laws of the United States;
(3) Any estate of which any executor or
administrator is a U.S. person;
(4) Any trust of which any trustee is a U.S. person;
(5) Any agency or branch of a foreign entity located
in the United States;
(6) Any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a U.S. Person;
(7) Any discretionary account or similar account
(other than an estate or trust) held by a dealer or other
fiduciary organized, incorporated or (if an individual)
resident of the United States; and
(8) Any partnership or corporation if:
(A) organized or incorporated under the laws of
any foreign jurisdiction; and
(B) formed by a U.S. Person principally for the
purpose of investing in securities not registered under the
Act, unless it organized or incorporated, and owned, by
Accredited Investors (as defined in Rule 501 (a) under the Act)
who are not natural persons, estates or trusts.
(9) Notwithstanding the foregoing:
(A) any discretionary account or similar
account (other than an estate or trust) held for the benefit or
account of a non-U.S. Person by a dealer or other professional
fiduciary organized, incorporated, or (if an individual)
resident in the United States shall not be deemed a "U.S. Person".
(B) any estate of which any professional
fiduciary acting as executor or administrator is a U.S. Person
shall not be deemed a U.S. person if:
1. an executor or administrator of the
estate who is not a U.S. Person has sole or shared
investment discretion with respect to the assets of the
estate; and
2. the estate is governed by foreign law.
(C) any trust of which any professional
fiduciary acting as trustee is a U.S. Person shall not be
deemed a U.S. Person if a trustee who is not a U.S. Person has
sole or shared investment discretion with respect to the trust
assets, and no beneficiary of the trust (and no settlor if the
trust is revocable) is a U.S. Person.
(D) an employee benefit plan established and
administered in accordance with the law of a country other than
the United States and customary practices and documentation of
such country shall not be deemed a U.S. Person.
(E) any agency or branch of a U.S. Person
located outside the United States shall not be deemed a "U.S.
Person" if:
1. the agency or branch operates for
valid business reasons; and
2. the agency or branch is engaged in the
business of insurance or banking and is subject to
substantive insurance or banking regulation, respectively,
in the jurisdiction where located.
(F) The International Monetary Fund, the
International Bank for Reconstruction and Development, the
Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and
pension plans shall not be deemed "U.S. Persons."
5. Agreement to Indemnify Company.
(a) Purchaser hereby agrees to indemnify and hold Company
and its directors, officers, controlling persons, legal counsel and
their respective heirs, representatives, successors and assigns
harmless from and to indemnify them against any and all liabilities,
damages, losses, costs and expenses that any of the foregoing
parties may incur:
(1) by reason of Purchaser's failure to fulfill any
of the terms and conditions of this Subscription Agreement; and
(2) by reason of the breach by Purchaser of any of
the agreements, acknowledgments, understandings,
representations or warranties contained in this Subscription
Agreement; and
(3) by reason of any misrepresentation by Purchaser;
and
(4) by reason of any sale or distribution by
Purchaser in violation of the Securities Laws; and
(5) by reason of any and all claims made by or
involving any person, other than Purchaser, claiming any
interest, right, title, power or authority with respect to the
purchase by Purchaser of the Units.
(b) Purchaser further agrees and acknowledges that this
indemnification provision shall survive any sale or transfer or
attempted sale or transfer of all or any portion of the Units, the
dissolution or bankruptcy of Company, default by Company under the
Subscription Agreement, or failure of any of the conditions stated
in the Subscription Agreement.
6. Miscellaneous Provisions.
(a) Assignment. The Purchaser agrees not to transfer or
assign this Subscription Agreement, or any of the Purchaser's
interest herein, and further agrees that the transfer or assignment
of Shares, the Warrants and the Warrant Shares shall be made only in
accordance with all applicable laws.
(b) Counterparts. This Subscription Agreement may be
executed in counterparts. Upon execution and delivery of this
Subscription Agreement by Purchaser, this Subscription Agreement
shall become a binding obligation of Purchaser with respect to the
purchase of the Units as indicated herein; subject, however, to the
right hereby reserved by Company to enter into the same agreements
with other Purchasers, to add and/or delete other parties as
Purchasers and to modify the number of Units to be purchased by
Purchaser.
(c) Entire Agreement. This Subscription Agreement
constitutes the entire agreement by, between and among the parties
as to the subject matter hereof and merges and supersedes any prior
discussions, understandings and agreements of any and every nature
by, between and among them.
(d) Further Documents. The parties agree to execute all
such further documents, agreements and instruments and take such
other and further action as may be necessary or appropriate to carry
out the purposes and intent of this Subscription Agreement.
(e) Governing Law. This Subscription Agreement shall be
governed by, construed and enforced in accordance with the laws of
the State of Florida.
(f) Headings. The headings contained in this
Subscription Agreement have been inserted for convenience of
reference only and do not limit or otherwise affect construction or
interpretation of any term or provision hereof.
(g) Invalidity. Any term or provision of this
Subscription 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.
(h) Jurisdiction and Venue. Notwithstanding the location
at which this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all terms and
provisions hereof shall be construed in accordance with and governed
by the laws of the State of Florida. The parties hereby agree that
any dispute that may arise between them as a result of or in
connection with this Subscription Agreement shall be adjudicated
before a court located in Florida and such parties hereby submit to
the exclusive jurisdiction of the courts of the State of Florida and
the federal courts in Florida with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any
objection they now have or hereafter may have respecting the venue
of any such action or proceeding brought in such a court or
respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Subscription Agreement or any
acts or omissions relating to the sale of the Units hereunder, and
consent to service of process in any such action or legal proceeding
by means of registered mail or certified mail, return receipt
requested, in care of the address set forth herein or such other
address as either party may furnish in writing to the other,
provided process is actually received.
(i) Modification. This Subscription Agreement shall not
be changed, modified or amended, except by a writing signed by the
parties to be charged, and this Subscription Agreement may not be
discharged, except by performance in accordance with its terms or by
a writing signed by the party to be charged.
(j) Notices. All notices, consents and other
communications under this Subscription Agreement shall be in writing
and in each case addressed, as applicable, to Company at it business
address or to Purchaser at the address set forth herein, or to such
other address as a party may designate as to itself by notice
addressed to the other party, and same shall be deemed to have been
duly given:
(1) when delivered by hand; or
(2) one business day after the business day of
transmission when sent by telex or telecopier (with receipt
confirmed), provided that a copy is mailed by United States
mail; or
(3) one business day after the business day of
deposit with the carrier, when sent by Express Mail, FedEx or
other recognized express delivery service for overnight
delivery.
(k) Subscription Agreement Binding on Heirs and Assigns.
This Subscription Agreement shall be binding upon Purchaser and the
heirs, successors, estate, legal representatives and assigns of
Purchaser.
(l) Survival of Representations and Warranties. The
representations, warranties and covenants of the Purchaser contained
herein shall survive the purchase of the Units.
(m) Waiver. A waiver by either party of a breach of any
provision of this Subscription Agreement shall not operate or be
construed as a waiver of any subsequent breach by the same party.
7. Purchaser Data. Purchaser represents and warrants to
Company that the following information is complete, accurate and may
be relied upon by Company. In accordance with the foregoing, the
following (PLEASE PROVIDE LEGIBLE RESPONSES) is hereby provided:
(a) Date of Birth; or Date of Incorporation or
Organization:
(b) State or Country of Residence; or Incorporation or
Organization:
(c) Personal Tax Identification Number; or Federal
Identification; or Trust Identification
Number:
(d) Date of Birth of Spouse (if applicable):
.
(e) If Purchaser is a corporation, partnership, trust or
other entity ("Entity") number of
equity owners of Entity:
(f) Purchaser Address:
City: County:
Postal Code:
Country: Telephone
Number: ( )
(g) Occupation; or Title:
(Signatures appear next page)
IN WITNESS WHEREOF, Purchaser hereby represents and warrants
that Purchaser has read this entire Subscription Agreement and has
executed this Subscription Agreement this day of
_______________, 2002, at (City)
,(County) ,
(Country) ___________________________________.
(PLEASE SIGN AS NAME(S) APPEAR IN THIS SUBSCRIPTION AGREEMENT.
WHEN SIGNING AS ATTORNEY, EXECUTOR, PERSONAL REPRESENTATIVE,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE TITLE AS SUCH.
IF JOINT OWNERSHIP, BOTH PARTIES MUST SIGN.)
PURCHASER SIGNATURE
-----------------------------
(Insert Title, if applicable)
PURCHASER SIGNATURE
-----------------------------
(Insert Title, if applicable
NOT FOR PURCHASER USE:
Accepted this day of 2002.
Dover Petroleum Corp.
By: ________________________________________
Title: ______________________________________
