Mr. Derral Eves Chief Executive Officer The Chosen, LLC Suite 5 Hurricane, UT. 84737
Exhibit 1
Member
FINRA/SIPC
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Chief
Executive Officer
The Chosen, LLC
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Dear
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This
engagement letter agreement (this “Agreement”) sets forth the terms
under which Cambria Capital LLC, a FINRA and SEC registered
broker-dealer (“we” or “Cambria”), is being engaged to act
as the exclusive placement agent for The Chosen, LLC
(“you” or the
“Company” and
collectively, with Cambria, the “Parties”) with respect to certain
financial advisory, investment banking and related matters. This
engagement agreement (this “Agreement”) will be deemed to be
effective as of the date set forth above.
The
terms of our engagement are as follows:
1.
Services. In
connection with its engagement hereunder, Cambria will act as the
exclusive placement agent for the Company’s proposed offering
(the “Offering”)
of up to a maximum of $13,000,000 of Class A Preferred Units of
Membership Interest or other securities (the “Securities”) under Regulation A of
the Securities Act of 1933, as amended (the “Securities Act”).
2.
The Offering. We will seek to assist you to raise capital in
the Offering through the sale of Securities to both accredited
investors and non-accredited investors. We expect that the Offering
will result in gross proceeds to the Company of up to $13 million.
The actual terms and amount of the Offering will depend on market
conditions, and will be subject to negotiation between the Company,
Cambria and the prospective investors. The Company expressly
acknowledges that: (i) the Offering will be undertaken an a
“best efforts” basis, (ii) Cambria will not be required
to purchase any Securities from the Company, and (iii) the
execution of this Agreement does not constitute a commitment by
Cambria to consummate any transaction contemplated hereunder and
does not ensure successful Offering or the ability of Cambria to
secure any financing on behalf of the Company.
3.
Fees and Expenses.
(a) Placement
Cash Fee. As compensation to Cambria for its services
hereunder in connection with the Offering, the Company agrees to
pay Cambria, concurrently with the closing of the Offering, a cash
placement fee (the “Placement
Fee”) equal to
1.0% of the gross proceeds of the Offering received by the Company
from those states where Cambria is designated by the Company as
broker-dealer of record. The minimum fee paid to Cambria as cash
compensation regardless of the amount of gross proceeds received by
Company will be $10,000. This minimum fee shall only be payable to
Cambria if and when the closing of the Offering
occurs.
(b) Accountable
Expense Allowance. Cambria
will receive at the closing of the Offering an accountable expense
reimbursement from the gross proceeds received by the Company in
the Offering. Cambria estimates that the cost of its counsel will
be between $10,000 to $20,000 and agrees to cap its total expenses
at $25,000. In the spirit of transparency, we will send proof of
expenses with our invoices to the Company for all the costs
associated with the offering.
(c) Retainer
Amount. Upon entering into an engagement agreement with
Cambria, the Company will pay to Cambria a $10,000 retainer, which
will be used by Cambria for the payment of actual, accountable and
reasonable out-of-pocket expenses incurred hereunder. The retainer
amount shall be set off against and credited toward the accountable
expense allowance described above. Any unused portion of the
retainer amount will be returned to the Company if the Offering is
terminated for any reason.
(d) Company
Expenses. The Company shall be responsible for and pay its
own costs and expenses relating to the Offering, including, without
limitation, (a) all filing fees and communication expenses relating
to the qualification of the Securities to be sold in the Offering
with the Securities and Exchange Commission (the
“Commission”)
and the filing of the offering materials with the Financial
Industry Regulatory Authority (“FINRA”) under FINRA Rule 5110, (b)
the costs and expenses relating to the listing of such Securities
on the OTCQB, OTCQX, Nasdaq market system, NYSE or NYSE MKT as the
Company may determine in consultation with Cambria, (c) the costs
of all mailing and printing of the Offering documents, the Offering
Statement (as defined below), the Offering Circular (as defined
below) and all amendments, supplements and exhibits thereto and as
many preliminary and final Offering Circulars as Cambria may
reasonably deem necessary, (d) the costs of preparing, printing and
delivering certificates representing such Securities; (e) the costs
and expenses of the transfer agent for such Securities; (f) the
costs and expenses of the Company’s accountants and the fees
and expenses of the Company’s legal counsel and other agents
and representatives.
(e) Background
Checks and Due Diligence Report. Upon the execution of this
Agreement, the Company at its own expense will conduct background
checks, by a background search firm acceptable to Cambria, for the
Company’s senior management and obtain a due diligence report
acceptable to Cambria. We estimate the cost of due diligence report
will be $5,000 to $10,000. In the spirit of transparency, we will
send proof of expenses with our invoices to the Company for all the
costs associated with the offering.
(f) Offering
Platform; Escrow Agent. The Company will choose an offering
platform and a national bank as escrow agent for the offering of
their choice and will handle all KYC, CIP, AML, OFAC, payment
(funded via a VidAngel account), subscription from their platform
and give Cambria access to this data for compliance review. Cambria
shall have the right to approve and be a party to any agreement
with a data provider who is supplying this
information.
(g) Amounts
Payable in USD. All fees and any other amounts payable
hereunder are payable in U.S. dollars, free and clear of any United
States or foreign withholding taxes or deductions, and shall be
payable to an account designated by Cambria.
4.
Term of Engagement; Relationship of Parties.
(a) Term
of Engagement. The term of Cambria’s engagement
hereunder (the “Term”) shall commence on the
mutual execution of this Agreement and end on the earlier to occur
of: (i) the closing of the Offering and (ii) thirty (30) days after
either party gives the other written notice of termination
hereunder. For the avoidance of doubt, either Cambria or the
Company may terminate this Agreement at any time on thirty (30)
days prior written notice for any reason. Upon termination, we will
be entitled to collect all fees, if any, earned through the date of
termination, and the Company will pay or reimburse Cambria for its
actual out-of-pocket expenses through the date of termination,
provided Cambria furnishes the Company with receipts as and when
requested on such expenses. The Company agrees that: (a) any
termination or completion of Cambria’s engagement hereunder
shall not affect the Company’s obligation to indemnify
Cambria and its affiliates as provided for herein, and (b) any
termination of Cambria’s engagement hereunder shall not
affect the Company’s obligation to pay fees and reimburse the
expenses accruing prior to such termination as provided for
herein.
(b) Relationship
of the Parties. Nothing contained in this Agreement shall be
construed to place Cambria and the Company in the relationship of
partners or joint ventures. Neither Cambria nor the Company shall
represent itself as the agent or legal representative of the other
for any purpose whatsoever nor shall either have the power to
obligate or bind the other in any manner whatsoever. The
Company’s engagement of Cambria is not intended to confer
rights upon any person not a party hereto (including shareholders,
directors, officers, employees or creditors of the Company) as
against Cambria or its affiliates, or their respective directors,
officers, employees or agents, successors or assigns. Cambria, in
performing its services hereunder, shall at all times be an
independent contractor. No promises or representations have been
made, except as expressly set forth in this Agreement, and the
parties have not relied on any promises or representations except
as expressly set forth in this Agreement. Nothing contained herein
should be construed as creating any fiduciary duties between the
Company and Cambria.
5.
Offering Materials; Representations and
Warranties.
(a) If
the Company has not already done so, the Company shall, as soon as
practicable following the date hereof, prepare and file with the
Commission and the appropriate state securities authorities, an
Offering Statement on Form 1-A (the “Offering Statement”) under the
Securities Act, and an Offering Circular included therein (the
“Offering
Circular”) covering the Securities to be sold in the
Offering. The Offering Statement (including the Offering Circular
therein) to the extent not already filed, and all amendments and
supplements thereto, will be in form satisfactory to Cambria and
counsel to Cambria and will contain such interim and other
financial statements and schedules as may be required by the
Securities Act and rules and regulations of the Commission
thereunder. Cambria and its counsel shall be given the opportunity
to make such review and investigation in connection with the
Offering Statement and the Company as they deem
desirable.
(b) The
Offering Statement will attach this agreement as an exhibit
indicating that it is the placement agency or underwriting
agreement for the Offering.
(c) You
hereby represent, warrant and agree with Cambria that upon
qualification of the Offering Statement, the Offering Circular will
comply with the Securities Act, Regulation A promulgated thereunder
and any other rules and regulations (as applicable) of the
Commission (the “Rules and
Regulations”), and the Offering Circular and any and
all authorized printed sales literature or other sales materials
prepared and authorized by the Company for use with potential
investors in connection with the Offering (“Authorized Sales Materials”),
including without limitation, all testing the waters material under
Rule 255, when used in conjunction with the Offering Circular, will
not contain any untrue statements of material facts or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading;
provided,
however, that the
foregoing provisions of this Section 5(c) will not extend to
such statements contained in or omitted from the Offering Circular
or Authorized Sales Materials as are primarily within the knowledge
of Cambria and are based upon information furnished by Cambria in
writing to the Company specifically for inclusion
therein.
(d) You
hereby authorize Cambria to transmit to the prospective Investors
the Offering Circular and Authorized Sales Materials. The Company
will advise Cambria immediately of the occurrence of any event or
any other change known to the Company which results in the Offering
Statement, including the Offering Circular, or the Authorized Sales
Materials containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or
necessary to make the statements therein or previously made, in
light of the circumstances under which they were made, not
misleading.
(e) The
Company further agrees that Cambria may rely upon, and shall be a
third-party beneficiary of, the representations and warranties and
applicable covenants and agreements made to the investors in
connection with the Offering. Furthermore, at the request of
Cambria, the Company shall, at or prior to the initial closing of
the Offering, deliver to Cambria a written representation letter
making representations and warranties to Cambria that are customary
for transactions like the Offering (the “Representation
Letter”). Any Representation Letter so delivered shall
automatically be incorporated by reference into this Agreement as
if set forth in full herein.
6.
Conditions to Closing the Offering. The Offering shall be
conditioned upon, among other things, the following:
(a) Satisfactory
completion by Cambria of its due diligence investigation and
analysis of: (i) the Company’s business, prospects, industry,
financial condition and its arrangements with its officers,
directors, employees, affiliates, customers and suppliers, (ii) the
audited historical financial statements of the Company as required
by the SEC (including any relevant stub period reviews), and (iii)
the Company’s projected financial results for the fiscal year
ending December 31, 2017 and 2018;
(b) Approval
of the Offering by Cambria’s investment
committee;
(c) FINRA
shall not have finally determined that the compensation payable to
Cambria hereunder is unreasonable under FINRA Rule
5110;
(d) Neither
the Company nor any of its affiliates has, either prior to the
initial filing or the qualification date of the Offering Statement,
made any offer or sale of any securities which are required to be
“integrated” pursuant to the Securities Act or the
regulations thereunder with the offer and sale of the Securities
pursuant to the Offering Statement; and
(e) The
Company shall have delivered to Cambria the Representation Letter
in form and substance satisfactory to Cambria.
7.
Indemnification, Contribution, and Confidentiality. The
Company agrees to indemnify Cambria and its controlling persons,
representatives, and agents in accordance with the indemnification
provisions set forth in Appendix
I hereto, and the parties agree to the confidentiality
provisions of Appendix II
hereto, all of which are incorporated herein by reference. These
provisions will apply regardless of whether the any Offering is
consummated.
8.
Governing Law; Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Utah
applicable to contracts executed and to be wholly performed therein
without giving effect to its conflicts of laws principles or rules.
The Company and Cambria agree that any dispute concerning this
Agreement shall be resolved exclusively through binding arbitration
before FINRA pursuant to its arbitration rules. Arbitration will be
venued in Salt Lake City, Utah (the “Agreed Forum”). Each of the
Company and Cambria agree that the Agreed Forum is not an
“inconvenient forum” for proceedings hereunder, and
each hereby agree to the personal jurisdiction of the Agreed Forum
and that service of process by mail to the address for such party
as set forth in this letter (or such other address as a party
hereto shall notify the other in writing) constitute full and valid
service for such proceedings.
9.
Limitation on Liability. Notwithstanding any provision of
this Agreement to the contrary, the Company agrees that neither
Cambria nor its affiliates, and the respective officers, directors,
employees, agents, and representatives of Cambria, its affiliates
and each other person, if any, controlling Cambria or any of its
affiliates, shall have any liability (whether direct or indirect,
in contract or tort or otherwise) to the Company for or in
connection with the engagement and transaction described herein in
an amount excess of the actual fees paid to Cambria
hereunder.
10.
Announcement of Offering. If the Offering is consummated,
Cambria may, at its own expense, place a customary announcement in
such newspapers and periodicals as Cambria may desire announcing
the closing of the Offering, the name of the Company, the
securities issued and the gross proceeds of the Offering. The
parties agree that any such announcement will be subject to
approval by the Company prior to dissemination by Cambria and that
such approval will not be unreasonably withheld.
11.
Advice to the Manager. The Company acknowledges that any
advice given by us to you is solely for benefit and use of the
Manager of the Company and may not be used, reproduced,
disseminated, quoted or referred to, without our prior written
consent.
12.
Other Engagements. Nothing in this engagement letter shall
be construed to limit the ability of Cambria or its respective
affiliates to pursue, investigate, analyze, invest in, or engage in
investment banking, financial advisory, or any other business
relationship with entities other than the Company, notwithstanding
that such entities may be engaged in a business which is similar to
or competitive with the business of the Company, and
notwithstanding that such entities may have actual or potential
operations, products, services, plans, ideas, customers or supplies
similar or identical to the Company’s, or may have been
identified by the Company as potential merger or acquisition
targets or potential candidates for some other business
combination, cooperation or relationship. The Company acknowledges
and agrees that it does not claim any proprietary interest in the
identity of any other entity in its industry or otherwise, and that
the identity of any such entity is not confidential information
under Appendix II of this engagement letter.
13.
Entire Agreement. This Agreement along with the
Representation Letter, when delivered, constitutes the entire
Agreement between the parties and supersedes and cancels any and
all prior or contemporaneous arrangements, understandings and
agreements, written or oral, between them relating to the subject
matter hereof, including, without limitation, an engagement
agreement signed by the parties on April 16, 2018.
14.
Successors and Assigns. The benefits of this Agreement shall
inure to the parities hereto, their respective successors and
assigns and to the indemnified parties hereunder and their
respective successors and assigns, and the obligations and
liabilities assumed in this Agreement shall be binding upon the
parties hereto and their respective successors and assigns.
Notwithstanding anything contained herein to the contrary, neither
Cambria nor the Company shall assign to an unaffiliated third party
any of its obligations hereunder.
15.
Counterparts. For the
convenience of the parties, this Agreement may be executed in any
number of counterparts, each of which shall be, and shall be deemed
to be, an original instrument, but all of which taken together
shall constitute one and the same Agreement. Such counterparts may
be delivered by one party to the other by facsimile, portable
document format (“PDF”) or other electronic
transmission, and such counterparts shall be valid for all
purposes.
We look
forward to working with you toward the successful conclusion of
this engagement, and developing a long-term relationship with the
Company.
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Very
truly yours,
Cambria Capital LLC
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By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: President |
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Agreed
to and accepted as of
the
date first above written
The Chosen, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name:
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Title:
CEO
APPENDIX I
INDEMNIFICATION AND CONTRIBUTION
Capitalized terms
used in this Appendix shall have the meanings ascribed to such
terms in the Agreement to which this Appendix is
attached.
The
Company agrees to indemnify and hold harmless Cambria and its
respective affiliates (as defined in Rule 405 under the Securities
Act of 1933, as amended) and their respective directors, officers,
employees, agents and controlling persons (Cambria and each such
person being an “Indemnified
Party”) from and against all losses, claims, damages
and liabilities (or actions, including shareholder actions, in
respect thereof), joint or several, to which such Indemnified Party
may become subject under any applicable federal or state law, or
otherwise, which are related to or result from (1) the performance
by Cambria of the services contemplated by or the engagement of
Cambria pursuant to, this Agreement or (2) any breach by the
Company of any representation or warranty contained in the
Agreement, including the Representation Letter, and will promptly
reimburse any Indemnified Party on demand for all reasonable
expenses (including reasonable counsel fees and expenses) as they
are incurred in connection with the investigation of, preparation
for or defense arising from any threatened or pending claim,
whether or not such claim, action or proceeding is initiated or
brought by the Company. The Company will not be liable to any
Indemnified Party under the foregoing indemnification and
reimbursement provisions, (i) for any settlement by an Indemnified
Party effected without the Company’s prior written consent;
or (ii) to the extent that any loss, claim, damage or liability is
found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from Cambria’s
willful misconduct or gross negligence. The Company also agrees
that no Indemnified Party shall have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company or
its security holders or creditors related to or arising out of the
engagement of Cambria pursuant to, or the performance by Cambria of
the services contemplated by, this Agreement except to the extent
that any loss, claim, damage or liability is found in a final,
non-appealable judgment by a court of competent jurisdiction to
have resulted primarily from Cambria’s willful misconduct or
gross negligence.
Promptly after
receipt by an Indemnified Party of notice of any intention or
threat to commence an action, suit or proceeding or notice of the
commencement of any action, suit or proceeding, such Indemnified
Party will, if a claim in respect thereof is to be made against the
Indemnified Party pursuant hereto, promptly notify the Company in
writing of the same. In case any such action is brought against any
Indemnified Party and such Indemnified Party notifies the Company
of the commencement thereof, the Company may elect to assume the
defense thereof, with counsel reasonably satisfactory to such
Indemnified Party, and an Indemnified Party may employ counsel to
participate in the defense of any such action provided, that the
employment of such counsel shall be at the Indemnified
Party’s own expense, unless (i) the employment of such
counsel has been authorized in writing by the Company, (ii) the
Indemnified Party has reasonably concluded (based upon advice of
counsel to the Indemnified Party) that there may be legal defenses
available to it or other Indemnified Parties that are different
from or in addition to those available to the Company, or that a
conflict or potential conflict exists (based upon advice of counsel
to the Indemnified Party) between the Indemnified Party and the
Company that makes it impossible or inadvisable for counsel to the
Indemnifying Party to conduct the defense of both the Company and
the Indemnified Party (in which case the Company will not have the
right to direct the defense of such action on behalf of the
Indemnified Party), or (iii) the Company has not in fact employed
counsel reasonably satisfactory to the Indemnified Party to assume
the defense of such action within a reasonable time after receiving
notice of the action, suit or proceeding, in each of which cases
the reasonable fees, disbursements and other charges of such
counsel will be at the expense of the Company; provided, further,
that in no event shall the Company be required to pay fees and
expenses for more than one firm of attorneys representing
Indemnified Parties unless the defense of one Indemnified Party is
unique from that of another Indemnified Party subject to the same
claim or action. Any failure or delay by an Indemnified Party to
give the notice referred to in this paragraph shall not affect such
Indemnified Party’s right to be indemnified hereunder, except
to the extent that such failure or delay causes actual harm to the
Company, or prejudices its ability to defend such action, suit or
proceeding on behalf of such Indemnified Party.
If the
indemnification provided for in this Agreement is for any reason
held unenforceable by an Indemnified Party, the Company agrees to
contribute to the losses, claims, damages and liabilities for which
such indemnification is held unenforceable (i) in such proportion
as is appropriate to reflect the relative benefits to the Company,
on the one hand, and Cambria on the other hand, of the Offering as
contemplated whether or not the Offering is consummated or, (ii) if
(but only if) the allocation provided for in clause (i) is for any
reason unenforceable, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company, on the one hand and
Cambria, on the other hand, as well as any other relevant equitable
considerations. The Company agrees that for the purposes of this
paragraph the relative benefits to the Company and Cambria of the
Offering as contemplated shall be deemed to be in the same
proportion that the total value received or contemplated to be
received by the Company or its shareholders, as the case may be, as
a result of or in connection with the Offering bear to the fees
paid or to be paid to Cambria under this Agreement. Notwithstanding
the foregoing, the Company expressly agrees that Cambria shall not
be required to contribute any amount in excess of the amount by
which fees paid to Cambria hereunder (excluding reimbursable
expenses), exceeds the amount of any damages which Cambria has
otherwise been required to pay.
The
Company agrees that without the prior written consent of Cambria,
which shall not be unreasonably withheld, it will not settle,
compromise or consent to the entry of any judgment in any pending
or threatened claim, action or proceeding in respect of which
indemnification could be sought under the indemnification
provisions of this Agreement (in which Cambria or any other
Indemnified Party is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Party
from all liability arising out of such claim, action or
proceeding.
In the
event that an Indemnified Party is requested or required to appear
as a witness in any action brought by or on behalf of or against
the Company in which such Indemnified Party is not named as a
defendant, the Company agrees to promptly reimburse Cambria on a
monthly basis for all expenses incurred by it in connection with
such Indemnified Party’s appearing and preparing to appear as
such a witness, including, without limitation, the reasonable fees
and disbursements of its legal counsel.
If
multiple claims are brought with respect to at least one of which
indemnification is permitted under applicable law and provided for
under this Agreement, the Company agrees that any judgment or
arbitration award shall be conclusively deemed to be based on
claims as to which indemnification is permitted and provided for,
except to the extent the judgment or arbitrate award expressly
states that it, or any portion thereof, is based solely on a claim
as to which indemnification is not available.
APPENDIX II
INFORMATION TO BE SUPPLIED; CONFIDENTIALITY
Capitalized terms
used in this Appendix shall have the meanings ascribed to such
terms in the Agreement to which this Appendix is
attached.
In
connection with the activities of Cambria on behalf of the Company
as set forth in the engagement agreement to which this Appendix is
attached (the “Agreement”), the Company will
furnish Cambria with all financial and other information regarding
the Company that Cambria and the Company reasonably believes
appropriate to its engagement (all such information so furnished by
the Company, whether furnished before or after the date of this
Agreement, being referred to, collectively with the Placement
Materials, as the “Confidential Information”). The
Company will provide Cambria with access to the officers,
directors, employees, independent accountants, legal counsel, and
other advisors and consultants of the Company. The Company
recognizes and agrees that Cambria (i) will use and rely primarily
on the Confidential Information and information available from
generally recognized public sources in performing the services
contemplated by this Agreement without independently verifying the
Confidential Information or such other information, (ii) does not
assume responsibility for the accuracy or completeness of the
Confidential Information or such other information, and (iii) will
not make an appraisal of any assets or liabilities owned or
controlled by the Company or its market competitors.
Cambria
will maintain the confidentiality of the Confidential Information
during the Term of this Agreement and following the termination or
expiration of the Term and, unless and until such information shall
have been made publicly available by the Company or by others
without breach of a confidentiality agreement, shall disclose the
Information only to its officers, employees, legal counsel, and
authorized representatives, as authorized by the Company or as
required by law or by order of a governmental authority or court of
competent jurisdiction. In the event that Cambria is legally
required to make disclosure of any of the Confidential Information,
Cambria will: (i) give prompt notice to the Company prior to such
disclosure, to the extent that Cambria can practically do so, (ii)
reasonably assist the Company at the Company’s cost in
seeking a protective order or other relief from the disclosure of
the Confidential Information and (iii) if compelled to disclose
Confidential Information, limit such disclosure to only those
matters which it is compelled to disclose.
The
term “Confidential Information” does not include
information which (i) is or becomes generally available to the
public other than as a result of an unauthorized disclosure thereof
by Cambria or any Investor; (ii) was available on a
non-confidential basis prior to its disclosure; or (iii) becomes
available on a non-confidential basis from a third party source who
is not known to be under a confidentiality obligation.
Notwithstanding the
foregoing, Cambria, as a FINRA Member Firm, shall be permitted to
retain one copy of any Confidential Information provided hereunder
to the extent required by its compliance procedures and may
disclose such Confidential Information to representatives of FINRA
or the SEC, to the extent required by applicable rules and
regulations of such regulatory bodies, without prior notice to the
Company.
Nothing
in this Agreement shall be construed to limit the ability of
Cambria or its respective affiliates to pursue, investigate,
analyze, invest in, or engage in investment banking, financial
advisory or any other business relationship with entities other
than the Company, notwithstanding that such entities may be engaged
in a business which is similar to or competitive with the business
of the Company, and notwithstanding that such entities may have
actual or potential operations, products, services, plans, ideas,
customers or supplies similar or identical to the Company’s,
or may have been identified by the Company as potential merger or
acquisition targets or potential candidates for some other business
combination, cooperation or relationship. The Company expressly
acknowledges and agrees that it does not claim any proprietary
interest in the identity of any other entity in its industry or
otherwise, and that the identity of any such entity is not
Confidential Information for purposes hereof.