EXHIBIT 4.8
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THIS DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE
STATE SECURITIES LAWS ("STATE ACTS"), AND SHALL NOT BE SOLD, HYPOTHECATED, OR
OTHERWISE TRANSFERRED, UNLESS SUCH TRANSFER IS MADE IN COMPLIANCE WITH THE ACT
AND THE STATE ACTS.
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CAMINOSOFT CORP.
6.00% CONVERTIBLE DEBENTURE
$1,000,000 NO. 1
DATE OF ISSUE: NOVEMBER 27, 2002
CAMINOSOFT CORP., a California corporation (the "Company" or "Borrower"),
for value received, promises to pay to:
HSBC GLOBAL CUSTODY NOMINEE (U.K.) LIMITED
DESIGNATION NO. 896414
or to its order, (together with any assignee, jointly or severally, the "Holder"
or "Lender") on or before November 27, 2005 (the "Due Date") (unless this
Debenture shall have been sooner called for redemption or presented for
conversion as herein provided), the sum of One Million Dollars ($1,000,000), or
if different from such amount, the unpaid principal amount of all disbursements
made by the Lender to the Borrower as may be due and owing under the Agreement
(the "Principal Amount") and to pay interest on the unpaid Principal Amount at
the rate of 6.00% per annum. All payments of both principal and interest shall
be made at the address of the Holder hereof as it appears in the books and
records of the Borrower, or at such other place as may be designated by the
Holder hereof.
1. INTEREST. Interest on the Principal Amount outstanding from time to
time shall be payable in monthly installments commencing February 1, 2003, and
subsequent payments shall be made on the first day of each month thereafter
until the Principal Amount and all accrued and unpaid interest shall have been
paid in full. Overdue principal and interest on the Debenture shall bear
interest at the maximum rate permitted by applicable law.
2. MATURITY. If not sooner paid, redeemed or converted, this Debenture
shall mature on November 27, 2005, at which time the unpaid Principal Amount,
and all accrued and unpaid interest and any other charges, fees and payments
then due under the Agreement, shall be due and payable in full. The Principal
Amount shall be prepaid with the proceeds from the sale by Borrower of preferred
stock and/or other equity. This Debenture shall be subject to acceleration upon
the occurrence of an Event of Default under the Agreement. This Debenture shall
be prepaid pro rata with any prepayments of Indebtedness.
3. OPTIONAL REDEMPTION BY HOLDER.
(a) If at any time after the date hereof (i) the Company's Common
Stock, no par value per share ("Common Stock"), is not listed on the New York
Stock Exchange ("NYSE") or the American Stock Exchange ("AMEX"), or quoted on
the NASDAQ National Market System ("National Market") or the NASDAQ SmallCap
System ("SmallCap") or the Over-the-Counter Bulletin Board ("OTCBB") or, after
its institution, the Bulletin Board Exchange ("BBX"), (ii) there is a change of
control of the Company's voting securities, without the written consent of the
Holder, (iii) there is a change of at least fifty percent (50%) of the Company's
Board of Directors as it shall exist on the date hereof, without the written
consent of the Holder, (iv) all or substantially all of the assets or capital
stock of the Company or its subsidiaries are sold, without the consent of the
Holder, or (v) the Company is merged or consolidated with or into unaffiliated
entities in violation of the Agreement, without the written consent of Holder,
the Holder shall have the right to require this Debenture to be redeemed by the
Company at the sum equal to the Principal Amount, together with an amount equal
to an 18% annual yield on the Principal Amount through the date of redemption
(the "Redemption Date").
(b) The Holder may exercise its right to require that the Company
redeem this Debenture pursuant to Section 3(a) prior to maturity by giving
notice thereof to the Company, which notice shall specify the terms of
redemption (including the place at which the Holder may obtain payment), the
total redemption payment and the Redemption Date, which date shall not be less
than 30 days nor more than 90 days after the date of the notice.
4. OPTIONAL REDEMPTION BY COMPANY.
(a) On any interest payment date, and after receipt of irrevocable
notice from the Borrower as provided for below, this Debenture is redeemable, in
whole but not in part, at 101% of the Principal Amount, together with accrued
and unpaid interest through the Redemption Date, by the Borrower, if all of the
following conditions are satisfied: (i) the average closing bid price for the
Common Stock for the twenty (20) consecutive trading days prior to the date of
notice exceeds an amount equal to three (3) times the Conversion Price then in
effect, and the Common Stock is listed or quoted on the National Market, the
SmallCap, AMEX, OTCBB, BBX or NYSE; (ii) the average daily trading volume for
the twenty (20) consecutive trading days prior to the date of the irrevocable
notice shall be no less than twenty-five thousand (25,000) shares; (iii) the
market price for the Common Stock at the time of notice reflects a
price-to-earnings ratio of no greater than twenty-five (25) times fully diluted
earnings per share, excluding any extraordinary gains; and (iv) the shares of
Common Stock issuable upon conversion of this Debenture shall have been fully
registered under applicable securities laws. The Borrower's right of redemption
is subject to the Holder's prior right of conversion of the Debenture.
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(b) If the Holder shall notify Borrower in writing of its intent to
sell or otherwise transfer the Debenture (other than to an affiliate or a
nominee holder of record), this Debenture is redeemable at the Borrower's
option, in whole but not in part, at 101% of the Principal Amount, together with
accrued and unpaid interest through the Redemption Date, by the Borrower for a
period of up to thirty (30) days after the date of notice.
(c) Borrower may exercise its right to redeem this Debenture
pursuant to Sections 4(a) and (b) prior to maturity by giving notice thereof to
the Holder of this Debenture as such name appears on the books of the Borrower,
which notice shall specify the terms of redemption (including the place at which
the Holder may obtain payment), the total redemption payment and the Redemption
Date, which date shall not be less than thirty (30) days nor more than ninety
(90) days after the date of the notice.
5. CONVERSION RIGHT. The Holder of this Debenture shall have the right, at
Holder's option, at any time, to convert all, or, in multiples of $10,000, any
part of this Debenture into such number of fully paid and nonassessable shares
of Common Stock as provided herein. The Holder of this Debenture may exercise
the conversion right by giving written notice (the "Conversion Notice") to
Borrower of the exercise of such right and stating the name or names in which
the stock certificate or stock certificates for the shares of Common Stock are
to be issued and the address to which such certificates shall be delivered. The
Conversion Notice shall be accompanied by the Debenture. The number of shares of
Common Stock that shall be issuable upon conversion of the Debenture shall equal
the outstanding Principal Amount of the Debenture divided by the Conversion
Price (as defined below) and in effect on the date the Conversion Notice is
given; provided, however, that in the event that this Debenture shall have been
partially redeemed, shares of Common Stock shall be issued pro rata, rounded to
the nearest whole share. Conversion shall be deemed to have been effected on the
date the Conversion Notice is received (the "Conversion Date"). In the case of
any Debenture called for redemption, the conversion rights will expire at the
close of business on the Redemption Date. Within twenty (20) business days after
receipt of the Conversion Notice, Borrower shall issue and deliver against a
signed receipt therefor or by United States registered mail, return receipt
requested, to the address designated in the Conversion Notice, a stock
certificate or stock certificates of Borrower representing the number of shares
of Common Stock to which Holder is entitled and a check or cash in payment of
all interest accrued and unpaid on the Debenture up to and including the
Conversion Date. The conversion rights will be governed by the following
provisions:
(a) CONVERSION PRICE. On the issue date hereof and until such time
as an adjustment shall occur, the initial Conversion Price shall be $1.00.
However, if the five (5)-day average closing price for the Common Stock
immediately prior to each Disbursement is below $1.00, the average closing price
for such period shall become the Conversion Price.
(b) ADJUSTMENT FOR ISSUANCE OF SHARES AT LESS THAN THE CONVERSION
PRICE. If and whenever any Additional Common Stock shall be issued by Borrower
(the "Stock Issue Date") for a consideration per share less than the Conversion
Price then in effect, then in each such case the Conversion Price shall be
reduced to a new Conversion Price in an amount equal to the price per share for
the Additional Common Stock then issued, if issued in connection with a sale of
shares, or the value of the Additional Common Stock then issued, as determined
in accordance with generally accepted accounting principles, if issued other
than for cash, and the number of shares issuable to Holder upon conversion shall
be proportionately increased; and, in the case of Additional Common Stock issued
without consideration, the initial Conversion Price shall be reduced in amount
and the number of shares issued upon conversion shall be increased in an amount
so as to maintain for the Holder the right to convert the Debenture into shares
equal in amount to the same percentage interest in the Common Stock of the
Company as existed for the Holder immediately preceding the Stock Issue Date.
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(c) SALE OF SHARES. In case of the issuance of Additional Common
Stock for a consideration part or all of which shall be cash, the amount of the
cash consideration therefor shall be deemed to be the gross amount of the cash
paid to Borrower for such shares, before deducting any underwriting compensation
or discount in the sale, underwriting or purchase thereof by underwriters or
dealers or others performing similar services or for any expenses incurred in
connection therewith. In case of the issuance of any shares of Additional Common
Stock for a consideration part or all of which shall be other than cash, the
amount of the consideration therefor, other than cash, shall be deemed to be the
then fair market value of the property received.
(d) STOCK SPLITS, SUBDIVISIONS OR COMBINATIONS. In the event of a
stock split or subdivision of shares of Common Stock into a greater number of
shares, the Conversion Price shall be proportionately decreased, and in the
event of a combination of shares of Common Stock into a smaller number of
shares, the Conversion Price shall be proportionately increased, such increase
or decrease, as the case may be, becoming effective at the record date.
(e) STOCK DIVIDENDS. Shares of Common Stock issued as a dividend or
other distribution on any class of capital stock of Borrower shall be deemed to
have been issued without consideration.
(f) EXCEPTIONS. The term "Additional Common Stock" herein shall mean
all shares of Common Stock or securities convertible or exercisable into shares
of Common Stock hereafter issued by Borrower (including Common Stock held in the
treasury of Borrower), except (A) Common Stock issued upon the conversion of any
of the Debentures; (B) Common Stock issuable upon exercise of presently
outstanding options or warrants or preferred stock; or (C) up to a total of two
hundred fifty thousand (250,000) shares of Common Stock issuable upon exercise
of options or warrants or preferred stock to be granted in the future at less
than the initial Conversion Price or issued and sold in private transactions at
less than the initial Conversion Price.
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(g) ADJUSTMENT FOR MERGERS AND CONSOLIDATIONS. In the event of any
consolidation or merger of the Company with or into, or the sale of all or
substantially all of the properties and assets of the Company, to any person,
and in connection therewith, consideration is payable to holders of Common Stock
in cash, securities or other property, then as a condition of such
consolidation, merger or sale, lawful provision shall be made, and duly executed
documents evidencing the same shall be delivered to the Holder, so that the
Holder shall have the right at any time prior to the maturity of this Debenture
to purchase, at a total price equal to the Conversion Price immediately prior to
such event, the kind and amount of cash, securities or other property receivable
in connection with such consolidation, merger or sale, by a holder of the same
number of shares of Common Stock as were convertible by the Holder immediately
prior to such consolidation, merger or sale. In any such case, appropriate
provisions shall be made with respect to the rights and interest of the Holder
so that the provisions hereof shall thereafter be applicable with respect to any
cash, securities or property deliverable upon exercise hereof. Notwithstanding
the foregoing, (i) if the Company merges or consolidates with, or sells all or
substantially all of its property and assets to, any other person, and
consideration is payable to holders of Common Stock in exchange for their Common
Stock in connection with such merger, consolidation or sale which consists
solely of cash, or (ii) in the event of the dissolution, liquidation or winding
up of the Company, then the Holder shall be entitled to receive distributions on
the date of such event on the same basis with holders of Common Stock as if this
Debenture had been converted immediately prior to such event, less the
Conversion Price. Upon receipt of such payment, if any, the rights of the Holder
shall terminate and cease and this Debenture shall expire. In case of any such
merger, consolidation or sale of assets, the surviving or acquiring person and,
in the event of any dissolution, liquidation or winding up of the Company, the
Company shall promptly, after receipt of this surrendered Debenture, make
payment by delivering a check in such amount as is appropriate (or, in the case
of consideration other than cash, such other consideration as is appropriate) to
such person as it may be directed in writing by the Holder surrendering this
Debenture.
(h) DISTRIBUTIONS. In the event of distribution to all Common Stock
holders of any securities, cash or properties or assets or other rights to
purchase securities or assets, then, after such event, this debenture will also
be convertible into the kind and amount of securities, cash and other property
which the Holder would have been entitled to receive if the Holder owned the
Common Stock issuable upon conversion of the Debenture immediately prior to the
occurrence of such event.
(i) CAPITAL REORGANIZATION AND RECLASSIFICATION. In case of any
capital reorganization or reclassification of the Common Stock of Borrower
(other than a change in par value or as a result of a stock dividend,
subdivision, split up or combination of shares), this Debenture shall be
convertible into the kind and number of shares of stock or other securities or
property of Borrower to which the Holder of the Debenture would have been
entitled to receive if the Holder owned the Common Stock issuable upon
conversion of the Debenture immediately prior to the occurrence of such event.
The provisions of the immediately foregoing sentence shall similarly apply to
successive reorganizations, reclassifications, consolidations, exchanges,
leases, transfers or other dispositions or other share exchanges.
(j) NOTICE. In the event Borrower shall propose to take any action
which shall result in an adjustment in the Conversion Price, Borrower shall give
notice to the Holder of this Debenture, which notice shall specify the record
date, if any, with respect to such action and the date on which such action is
to take place. Such notice shall be given on or before the earlier of 10 days
before the record date or the date which such action shall be taken. Such notice
shall also set forth all facts (to the extent known) material to the effect of
such action on the Conversion Price and the number, kind or class of shares or
other securities or property which shall be deliverable or purchasable upon the
occurrence of such action or deliverable upon conversion of this Debenture.
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(k) CERTIFICATE. Following completion of an event which results in
an adjustment to the Conversion Price, Borrower shall furnish to the Holder of
this Debenture a statement, signed by the Chief Executive Officer and the
Secretary of the Borrower, of the facts creating such adjustment and specifying
the resultant adjusted Conversion Price then in effect, which statement shall
constitute an amendment to this Debenture.
6. RESERVATION OF SHARES. Borrower warrants and agrees that it shall at
all times reserve and keep available, free from preemptive rights, sufficient
authorized and unissued shares of Common Stock or treasury shares of Common
Stock necessary to effect conversion of this Debenture.
7. TAXES. The Company shall pay any documentary or other transactional
taxes attributable to the issuance or delivery of this Debenture or the shares
of Common Stock issued upon conversion by the Holder (excluding any federal,
state or local income taxes and any franchise taxes or taxes imposed upon the
Holder by the jurisdiction, or any political subdivision thereof, under which
such Holder is organized or is qualified to do business).
8. DEFAULT.
(a) REMEDIES UPON EVENT OF DEFAULT. If an Event of Default shall
have occurred and be continuing, then the Holder may exercise any one or more of
the rights and remedies provided in the Loan Documents, as the Holder, in its
sole discretion, may deem necessary or appropriate.
(b) REMEDIES NONEXCLUSIVE. Each right, power or remedy of the Holder
hereof upon the occurrence of any Event of Default as provided for in this
Debenture or now or hereafter existing at law or in equity or by statute shall
be cumulative and concurrent and shall be in addition to every other right,
power or remedy provided for in this Debenture or now or hereafter existing at
law or in equity or by statute, and the exercise or beginning of the exercise by
the Holder or transferee hereof of any one or more of such rights, powers or
remedies shall not preclude the simultaneous or later exercise by the Holder of
any or all such other rights, powers or remedies.
(c) EXPENSES. Upon the occurrence of a Default or an Event of
Default, which occurrence is not cured within the notice provisions, if any
provided therefore, Borrower agrees to pay and shall pay all reasonable costs
and expenses (including attorneys' fees and expenses) incurred by the Holder in
connection with the preservation and enforcement of Holder's rights under the
Agreement, the Debenture, or any other Loan Document.
9. FAILURE TO ACT AND WAIVER. No failure or delay by the Holder hereof to
require the performance of any term or terms of this Debenture or not to
exercise any right or any remedy shall constitute a waiver of any such term or
of any right or of any default, nor shall such delay or failure preclude the
Holder hereof from exercising any such right, power or remedy at any later time
or times. By accepting payment after the due date of any amount payable under
this Debenture, the Holder hereof shall not be deemed to waive the right either
to require payment when due of all other amounts payable, or to later declare a
default for failure to effect such payment of any such other amount. The failure
of the Holder of this Debenture to give notice of any failure or breach of the
Borrower under this Debenture shall not constitute a waiver of any right or
remedy in respect of such continuing failure or breach or any subsequent failure
or breach.
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10. CONSENT TO JURISDICTION. The Company hereby agrees and consents that
any action, suit or proceeding arising out of this Debenture shall be brought in
any state or federal court in Dallas County, Texas, including the United States
District Court for the Northern District of Texas, all at the sole election of
the Holder hereof, and by the issuance and execution of this Debenture, the
Borrower irrevocably consents to the exclusive jurisdiction and venue of each
such court. The Company hereby irrevocably appoints CT Corporation System,
Dallas, Texas, as agent for the Borrower to accept service of process for and on
behalf of the Borrower in any action, suit or proceeding arising out of this
Debenture. Except for default in payment of interest or principal when and as
they become due, and except as otherwise specifically set forth herein or
otherwise agreed to in writing by the parties, any action, dispute, claim or
controversy (all such herein called "Dispute") between or among the parties as
to the facts or the interpretation of the Debenture shall be resolved by
arbitration as set forth in the Agreement.
11. HOLDER'S RIGHT TO REQUEST MULTIPLE DEBENTURES. The Holder shall, upon
written request and presentation of the Debenture, have the right, at any
interest payment date, to request division of this Debenture into multiple
instruments, each of such to be in such amounts as shall be requested.
12. TRANSFER. Subject to Section 12.07 of the Agreement, this Debenture
may be transferred on the books of the Borrower by the registered Holder hereof,
or by Holder's attorney duly authorized in writing, in multiples of $10,000,
only upon (i) delivery to the Borrower of a duly executed assignment of the
Debenture, or part thereof, to the proposed new Holder, along with a current
notation of the amount of payments received and net Principal Amount yet
unfunded, and presentment of such Debenture to the Borrower for issue of a
replacement Debenture, or Debentures, in the name of the new Holder, (ii) the
designation by the new Holder of the Lender's agent for notice, such agent to be
the sole party to whom Borrower shall be required to provide notice when notice
to Holder is required hereunder and who shall be the sole party authorized to
represent Lender in regard to modification or waivers under the Debenture, the
Agreement, or other Loan Documents; and any action, consent or waiver (other
than a compromise of principal and interest) when given or taken by Lender's
agent for notice, shall be deemed to be the action of the holders of a majority
in amount of the Principal Amount of the Debenture, as such holders are recorded
on the books of the Borrower, and (iii) in compliance with the legend to read as
follows:
"This Debenture has not been registered under the Securities Act of 1933,
as amended ("Act"), or applicable state securities laws ("State Acts"),
and shall not be sold, hypothecated, or otherwise transferred, unless such
transfer is made in compliance with the Act and the State Acts."
The Company shall be entitled to treat any holder of record of the
Debenture as the Holder in fact thereof and of the Debenture and shall not be
bound to recognize any equitable or other claim to or interest in this Debenture
in the name of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.
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13. NOTICES. All notices and communications under this Debenture shall be
in writing and shall be either delivered in person or by overnight service, such
as FedEx, and accompanied by a signed receipt therefor; or mailed first-class
United States certified mail, return receipt requested, postage prepaid, and
addressed as follows: (i) if to the Borrower at its address for notice as stated
in the Agreement; and (ii) if to the Holder of this Debenture, to the address
(a) of such Holder as it appears on the books of the Borrower or (b) in the case
of a partial assignment to one or more Holders, to the Lender's agent for
notice, as the case may be. Any notice of communication shall be deemed given
and received as of the date of such delivery if delivered; or if mailed, then
three days after the date of mailing.
14. MAXIMUM INTEREST RATE.
(a) Regardless of any provision contained in this Debenture, Lender
shall never be entitled to receive, collect or apply as interest on the
Debenture any amount in excess of interest calculated at the Maximum Rate, and,
in the event that Lender ever receives, collects or applies as interest any such
excess, the amount which would be excessive interest shall be deemed to be a
partial prepayment of principal and treated hereunder as such; and, if the
principal amount of the Debenture is paid in full, any remaining excess shall
forthwith be paid to Borrower. In determining whether or not the interest paid
or payable under any specific contingency exceeds interest calculated at the
Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under
applicable law, (i) characterize any non principal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal
parts, the total amount of interest throughout the entire contemplated term of
the Debenture; provided that, if the Debenture is paid and performed in full
prior to the end of the full contemplated term thereof, and if the interest
received for the actual period of existence thereof exceeds interest calculated
at the Maximum Rate, Lender shall refund to Borrower the amount of such excess
or credit the amount of such excess against the principal amount of the
Debenture and, in such event, Lender shall not be subject to any penalties
provided by any laws for contracting for, charging, taking, reserving or
receiving interest in excess of interest calculated at the Maximum Rate.
(b) "Maximum Rate" shall mean, on any day, the highest nonusurious
rate of interest (if any) permitted by applicable law on such day that, at any
time or from time to time, may be contracted for, taken, reserved, charged or
received on the Indebtedness evidenced by the Debenture under the laws which are
presently in effect of the United States of America or by the laws of any other
jurisdiction which are or may be applicable to the Holders of the Debenture and
such Indebtedness or, to the extent permitted by law, under such applicable laws
of the United States of America or by the laws of any other jurisdiction which
are or may be applicable to the Holder of the Debenture and which may hereafter
be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.
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15. AGREEMENT AND SECURITY AGREEMENT. This Debenture is issued pursuant to
the Agreement, and the Holder is entitled to all the rights and benefits
thereunder. Both Borrower and the Holder have participated in the negotiation
and preparation of the Agreement and of this Debenture. Borrower agrees that a
copy of the Agreement with all amendments, additions and substitutions therefor
shall be available to the Holder at the offices of Borrower. The indebtedness
evidenced by this Debenture is secured pursuant to the Security Agreement dated
of even date herewith among the Company and the Holder, and the Holder is
entitled to all rights and benefits of a secured party thereunder.
16. DEFINED TERMS. Capitalized terms used but not defined herein shall
have the meaning given them in the Convertible Loan Agreement, dated November
27, 2002, among Borrower, Lender and Renaissance Capital Group, Inc., a Texas
corporation, as agent for the Lender (the "Agent").
17. GOVERNING LAW. THIS DEBENTURE HAS BEEN PREPARED, IS BEING EXECUTED AND
DELIVERED, AND IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, AND THE
SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED
STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND
INTERPRETATION OF THIS DEBENTURE.
18. CHOICE OF FORUM. Any suit, action or proceeding against Borrower with
respect to this Debenture or any judgment entered by any court in respect
thereof, may be brought in the courts of the State of Texas, County of Dallas,
or in the United States federal courts located in the State of Texas, as Lender
or Agent, in its sole discretion, may elect, and Borrower hereby submits to the
nonexclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding. Borrower hereby agrees that service of all writs, process
and summonses in any such suit, action or proceeding brought in the State of
Texas may be brought upon, and Borrower hereby irrevocably appoints, CT
Corporation System, Dallas, Texas, as its true and lawful attorney-in-fact in
the name, place and stead of Borrower to accept such service of any and all such
writs, process and summonses. Borrower hereby irrevocably waives any objections
which it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Debenture brought in such courts,
and hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient forum.
IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
issued, executed and delivered on the date and year above stated.
CAMINOSOFT CORP.
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer and
Chairman of the Board
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