EXHIBIT 10.53
CONSULTING AGREEMENT
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THIS AGREEMENT, effective as of April 23, 1997 (the "Effective Date"), is
between Frazier/King Media Holding Co., a Texas corporation (the "Consultant"),
and NTN Communications, Inc., a Delaware corporation (the "Company").
Recitals. The Company desires to engage the Consultant to provide the
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Consulting Services (defined below) to the Company in exchange for the
compensation from the Company to the Consultant described in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby covenant
and agree as follows:
1. Consulting Relationship; Consultant's Duties. The Company hereby
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engages the Consultant on a non-exclusive basis to provide the Company the
consulting services described as follows (the "Consulting Services"):
(a) During the term hereof, Consultant shall provide consulting
services to the Company in review of the Company's strategic business plan,
including a review of the Company's current operations, future development and
devising and structuring an appropriate financial plan for securing financing or
refinancing, including, but not limited to, conventional loans, subordinated
debt, commercial paper, vendor financing, sale and leaseback transactions,
mortgages, private placements, public offerings, and any other form of debt or
equity financing which the parties may agree is appropriate, from or through
public or private financing services. Consultant shall also direct and oversee
the planning and execution of the Company's business plan upon approval of
business plan by the Company's board of directors. Following such approval,
Consultant will monitor the execution of the plan by the staff and management of
the Company and provide a progress report to the Company's board of directors at
regular intervals, which shall be not more frequent than quarterly.
Notwithstanding the foregoing, Consultant shall provide its services in
accordance with the directives of the President, Chief Executive Officer and
Board of Directors of the Company. All of the aforementioned services shall be
performed by or under the personal supervision of Jeffrey Joe King or Edward C.
Frazier.
(b) Consultant shall be given full use of the Company's resources,
including personnel, documentation, and such other information as it may require
to fulfill its duties hereunder,
(c) Consultant shall devote its best efforts, skills and abilities to
the performance of its services as stated herein. It is expressly agreed
herein, however, that Consultant is not obligated to spend any minimum number of
hours in the performance of its duties. Consultant will not be required to keep
regular office hours. Company agrees that the Consultant may perform its duties
hereunder at a location of Consultant's choosing other than at the offices of
this Company. Consultant shall, however, make itself available and devote such
time as is necessary to respond to specific issues as the Company may reasonably
request.
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Consultant to address. Consultant shall also use its best efforts to preserve
the goodwill of all employees, customers and other persons having business
relations with the Company and to perform its consulting services in a
business-like manner and in a manner that will not harm the business reputation
of the Company.
2. Compensation; Expenses.
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(a) Consultant shall be compensated through the issuance of warrants
for the purchase of Company's stock. The warrants shall be in the form attached
hereto as Exhibit "A" and incorporated herein by reference.
(b) The Company will reimburse the Consultant for all expenses
incurred but the Consultant in the course of rendering services on behalf of the
Company, excluding Consultant's normal operating expenses. Upon presentation of
all receipts and other documentation, Company shall reimburse Consultant within
thirty (30) days for such expenses. Consultant shall use its best efforts to
minimize expenses and utilize the Company's available resources, when
appropriate, to do so.
3. Term; Termination. The term of this Agreement shall commence on the
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Effective Date hereof and shall continue for a period of two (2) years subject
to the following sentence. The Board of Directors of the Company may terminate
this Agreement at any time upon ten days' notice to the Consultant in the event
that the Board in the exercise of its good faith discretion finds that the
Consultant has failed materially to perform its duties hereunder or has
otherwise breached any material provision of this Agreement.
4. Effect of Termination. In the event of the termination of this
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Agreement, the Consultant shall be entitled to all compensation and to
reimbursement for all expenses incurred by it before the effective date of
termination.
5. Services to Others; Conflicts of Interest.
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(a) The Company understands that the Consultant will provide
consulting services similar or the same as the Consulting Services to other
persons and/or entities (the "Other Clients") and hereby consents to the
Consultant providing of such services to the Other Clients. The Company
understands that the Other Clients may, now or in the future, be in competition
with the Company. Consultant agrees that during the term of this Agreement, it
will not provide services to direct competitors. Consultant may, however,
provide services to its other clients, who may be in indirect competition with
the Company. The Company hereby consents to such activities on the part of the
Consultant. The Company shall not, by virtue of this Agreement or the warrants
issuable pursuant hereto, have any right to participate in any other business
ventures involving the Consultant. The Consultant has no obligation to refer any
business opportunity to the Company.
(b) The Company and the Consultant are each independent contractors
whose sole relationship is that of Consultant and client. Nothing contained in
this Agreement shall be deemed to create any fiduciary or special relationship,
or any agency, joint venture, or
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partnership relationship between the parties hereto. The Consultant shall have
no implied duties to the Company.
6. Indemnification. Except as a result of the Consultant's misconduct,
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the Company will indemnify and hold harmless the Consultant from any loss, cost,
damage and expense (including, but not limited to, reasonable attorneys' fees)
resulting from any claim asserted against Consultant in connection with the
performance of the Consultant's services under this Agreement or otherwise
related to or arising from the consulting relationship hereunder.
7. Modification, Amendment and Waiver. This Agreement may not be
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modified unless such modification is in writing and signed by all parties
hereto. No waiver of any term of this Agreement shall be enforceable unless in
writing and signed by the party against which it is sought to be changed. The
waiver by any party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach by such other
party.
8. Notices. All notices hereunder will be in writing and will be deemed
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given if delivered personally or by courier service or mailed by registered or
certified mail (return receipt requested) to the parties and will be deemed
given on the date on which so delivered or on the third business day following
the date on which so mailed.
9. Company Contracts. The Consultant shall have no right or authority at
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any time to make any contract or binding promise of any nature on behalf of the
Company, whether oral or written, without the express written consent of the
Company.
10. Costs of Enforcement. If any action at law or in equity is necessary
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to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, court costs, and necessary
disbursements in addition to any other relief to which it may be entitled.
11. Counterparts. This Agreement may be executed in two or more
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counterparts, all of which will be considered the same agreement and faxed
copies of manually executed signature pages to this Agreement will be fully
binding and enforceable without the need for delivery of the manually executed
signature page.
12. GOVERNING LAW. THE INTERNAL LAWS (AND NOT THE CONFLICTS OF LAWS
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RULES) OF DELAWARE GOVERN THIS AGREEMENT.
13. Severability. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable, such provision shall be fully severable, and
this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision were never a part hereof; the remaining provisions
hereof shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance; and in lieu of
such illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement, a provision as similar in its terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.
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14. Miscellaneous. This Agreement shall not be assignable by operation of
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law or otherwise. Any attempted assignment of this Agreement by the Company
shall be void. The Consultant may assign this Agreement to any entity
controlled by the Consultant or the Consultant's affiliates with the Company's
express written consent, which shall not be unreasonably withheld. In the event
of such assignment all services to be performed by the Consultant shall be
performed by or under the personal supervision of Jeffrey Joe King or Edward C.
Frazier. This Agreement constitutes the entire agreement, and supersedes all
other prior agreements and understandings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof. The
headings contained in this Agreement are for reference purposes and will not
affect in any way the meaning or interpretation of this Agreement. Use of
"herein," "hereof" or similar terms refer to this Agreement as a whole. The
reference to any gender shall be construed to include the masculine, feminine,
and neuter.
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Signing Date.
Address: NTN COMMUNICATIONS, INC.
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- -------------------------------- By: /s/ Gerald Sokol, Jr.
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Printed Name: Gerald Sokol
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Telecopy No.: Office: President
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Address: FRAZIER/KING MEDIA HOLDING CO.
100 East Royal Lane
Suite 375 By: /s/ Jeffery Joe King
Irving, Texas 75039 --------------------------------
(972) 830-5000 Printed Name: Jeffery Joe King
Telecopy No.: (972) 868-1788 -------------------
Office: Co-chairman
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT.
Warrant to Purchase
WE-009 1,000,000 Shares
NTN COMMUNICATIONS INC.
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.005 PAR VALUE COMMON STOCK OF NTN COMMUNICATIONS INC.
EXERCISABLE ONLY AFTER MAY 23, 1997 AND VOID AFTER APRIL 23, 2007.
Warrant Price: $2.81 (Two Dollars Eighty-One Cents) per share.
1. THIS IS TO CERTIFY that, for value received, Frazier/King Media
Holding Co., a Texas corporation, (the "Holder"), is entitled to purchase,
subject to the terms and conditions hereinafter set forth, at anytime from and
after May 23, 1997, and on or before April 23, 2007 (the "Warrant Period"), up
to 1,000,000 shares of the $.005 par value common stock ("Common Stock") of NTN
Communications Inc. (the "Company"), and to receive certificate(s) for the
Common Stock so purchased. This Warrant shall be immediately exercisable as to
200,000 shares (the "Initial Exercise Date") and as to 100,000 shares on each of
the following dates: July 15, 1997, October 15, 1997, January 15, 1998, April
15, 1998, July 15, 1998, October 15, 1998, January 15, 1999 and April 15, 1999
(the "Subsequent Exercise Dates"), provided that on each of such dates, the
Board of Directors of the Company has determined in its discretion that Holder
is satisfactorily providing consulting services to the Company under that
certain Consulting Agreement dated as of April 23, 1997. If, within ninety days
from the date hereof, a definitive agreement is entered into by the Company
which definitive agreement leads to a "Change of Control Event," as defined in
Paragraph 5 hereof, then the maximum number of shares of the Company's Common
Stock subject to this Warrant shall be reduced from 1,000,000 shares to 500,000
shares. This Warrant may be exercised in whole or in part. Such exercise shall
be accomplished by tender to the Company of the purchase price set forth above
as the warrant price (the "Warrant Price"), either in cash or by certified check
or bank cashier's check, payable to the order of the Company, together with
presentation and surrender to the Company of this Warrant with an executed
subscription in substantially the form attached hereto as Exhibit A. Fractional
shares of the Company's Common Stock will not be issued upon the exercise of
this Warrant.
2. The Company agrees at all times to reserve and hold available out of
the aggregate of its authorized but unissued Common Stock the number of shares
of its Common Stock issuable
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upon the exercise of this and all other Warrants of like tenor then outstanding.
The Company further covenants and agrees that all shares of Common Stock that
may be delivered upon the exercise of this Warrant will, upon delivery, be fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the purchase thereof hereunder.
This Warrant and the Common Stock issuable upon the exercise hereof may not
be sold, transferred, pledged or hypothecated unless the Company shall have been
supplied with evidence reasonably satisfactory to it that such transfer is not
in violation of the Securities Act of 1933, as amended (the "Act") and any
applicable state laws. Subject to the satisfaction of the aforesaid condition,
this Warrant shall be transferable by the Holder.
If this Warrant is transferred, in whole or in part, upon surrender of this
Warrant to the Company, the Company shall deliver to each transferee a Warrant
evidencing the rights of such transferee to purchase the number of shares of
Common Stock that such transferee is entitled to purchase pursuant to such
transfer.
The Company may place a legend on this Warrant or any replacement Warrant
and on each certificate representing shares issuable upon exercise of this
Warrant as to which the Company has not been supplied evidence that the transfer
of such security would not be in violation of the Act and any applicable state
laws.
Only the registered Holder may enforce the provisions of this Warrant
against the Company. A transferee of the original registered Holder becomes a
registered Holder only upon notice to the Company substantially in the form set
forth in Exhibit B hereto.
3. This Warrant does not entitle the Holder to any voting rights or other
rights as a stockholder of the Company, nor to any other rights whatsoever
except the rights herein set forth, and no dividend shall be payable or accrue
by reason of this Warrant or the interest represented hereby, or the shares
purchasable hereunder, until or unless, and except to the extent that, this
Warrant is exercised.
This Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of shares purchasable hereunder, each of such
new Warrants to represent the right to purchase such number of shares as may be
designated by the Holder at the time of such surrender.
At such time as the Common Stock is listed on any registered national
securities exchange, the Company shall, upon issuance of any shares for which
this Warrant is exercisable, at its expense, promptly obtain and maintain the
listing of such shares.
The Company shall comply with the reporting requirements of Sections 13 and
15(d) of the Securities Exchange Act of 1934 for so long as and to the extent
that such requirements apply to the Company.
4. The Warrant Price and the number of shares purchasable upon the
exercise of this Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4.
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(a) In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder of this Warrant
shall be entitled to receive the kind and number of shares of Common Stock or
other securities of the Company that he would have owned or have been entitled
to receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Whenever the number of shares of Common Stock purchasable upon
the exercise of this Warrant is adjusted, as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of shares
of Common Stock purchasable upon the exercise of this Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of shares
of Common Stock so purchasable immediately thereafter.
(c) For the purpose of this Section 4, the term shares of Common
Stock shall mean (i) the class of stock designated as the Common Stock of the
Company at the date of this Warrant, or (ii) any other class of stock resulting
from successive changes or reclassifications of such shares consisting solely of
change in par value, or from par value to no par value, or from no par value to
par value.
(d) If during the Warrant Period the Company consolidates with or
merges into another corporation or transfers all or substantially all of its
assets the Holder shall thereafter be entitled upon exercise hereof to purchase,
with respect to each share of Common Stock purchasable hereunder immediately
prior to the date upon which such consolidation or merger becomes effective, the
securities or property to which a holder of shares of Common Stock is entitled
upon such consolidation or merger, without any change in, or payment in
addition to the Warrant Price in effect immediately prior to such merger or
consolidation, and the Company shall take such steps in connection with such
consolidation or merger as may be necessary to ensure that all of the provisions
of this Warrant shall thereafter be applicable, as nearly as reasonably may be,
in relation to any securities or property thereafter deliverable upon the
exercise of this Warrant. The Company shall not effect any such consolidation,
merger or asset transfer unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting therefrom shall assume by
written agreement executed and mailed to the registered Holder at his address
shown on the books and records of the Company, the obligation to deliver to such
Holder any such securities or property as in accordance with the foregoing
provisions such Holder shall be entitled to purchase.
(e) Upon the happening of any event requiring an adjustment of the
Warrant Price, the Company shall forthwith give written notice thereof to the
registered Holder of this Warrant, stating the adjusted Warrant Price and the
adjusted number of shares of Common Stock or other securities or property
purchasable upon the exercise hereof resulting from such event and setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based. The Board of Directors of the Company shall determine the
adjusted Warrant Price and the securities or property purchasable upon exercise.
If any voluntary or involuntary dissolution, liquidation, or
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winding up of the Company is proposed, the Company shall give at least 20 days
prior written notice of such proposal to the registered Holder hereof stating
the date on which such event is to take place and the date (which shall be at
least 20 days after giving of such notice) as of which the holders of shares of
Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such dissolution, liquidation or
winding up. This Warrant and all rights hereunder shall terminate as of the
date on which such dissolution, liquidation, or winding up takes place. The
notices pursuant to this paragraph shall be given by first class mail, postage
prepaid, addressed to the registered Holder of this Warrant at his address
appearing in the records of the Company.
(f) Irrespective of any adjustments pursuant to this Section 4 to the
Warrant Price or to the number of shares or other securities or other property
obtainable upon exercise of this Warrant, this Warrant may continue to state the
Warrant Price and the number of shares obtainable upon exercise, as the same
price and number of shares stated herein.
5. Notwithstanding anything to the contrary herein the Initial Exercise
Date and the Subsequent Exercise Dates shall automatically be accelerated
immediately upon a Change in Control Event. A "Change in Control Event" shall
mean:
(1) The acquisition by any individual entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (a "Person") of beneficial ownership of 50% or more
of the then outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the "Outstanding Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change
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in Control Event: (A) any acquisition by the Corporation or (B) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation.
(2) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual who becomes a director subsequent
to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board; but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(3) Approval by the shareholders of the Corporation of a reorganization,
merger or consolidation (a "transaction"), unless, following such transaction in
each case, more than 50% of, respectively, the then outstanding shares of common
stock of the corporation resulting from such transaction and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entitles who
were the beneficial owners, respectively, of the outstanding Common stock and
Outstanding Voting Securities immediately prior to such transaction; or
(4) Approval by the shareholders of the Corporation of (A) a complete
liquidation or dissolution of the Corporation or (B) the sale or other
disposition of all or substantially all of the
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assets of the Corporation, unless such assets are sold to a corporation and
following such sale or other disposition, the condition described in paragraph
(3) above is satisfied.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officers, and the corporate seal hereunto affixed.
DATED: May 23, 1997 NTN COMMUNICATIONS INC.
By: /s/ Gerald Sokol, Jr.
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President
ATTEST:
[seal] By: /s/ Laura Kass
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Secretary
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder to Exercise the Rights To Purchase
Common Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ________ shares (the
"Stock") of the Common Stock of NTN COMMUNICATIONS INC. (the "Company") pursuant
to and in accordance with the terms and conditions of the attached Warrant and
hereby makes payment of $___________ therefor, and requests that a certificate
for such shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below. If such number of shares is not all of
the shares purchasable pursuant to the attached Warrant, the undersigned
requests that a new Warrant of like tenor for the balance of the remaining
shares purchasable thereunder be delivered to the undersigned at the address
stated below.
In connection with the issuance of the Stock, the undersigned hereby
represents to the Company that it is acquiring the Stock for its own account for
investment and not with a view to, or for resale in connection with, a
distribution of the shares within the meaning of the Securities Act of 1933, as
amended (the "Act"). The undersigned also understands that the Company has not
registered the Stock under the Act or the California Corporate Securities Law of
1968, as amended (the "Law"), in reliance upon the private offering exemptions
contained in Section 4(2) of the Act and Section 25102(f) of the Law,
respectively, and that such reliance is based in part upon the undersigned's
representations.
The undersigned understands that because the Stock has not been registered
under the Act or qualified under the Law, the undersigned must hold such Stock
indefinitely unless such Stock is subsequently registered and qualified under
such statutes or is exempt from such registration and qualification. Before the
undersigned makes any transfer or disposition of any shares of the Stock, the
undersigned agrees to give to the Company written notice of its intention to do
so and to describe briefly the manner of such proposed transfer or disposition.
The undersigned shall make no such transfer or disposition unless (a) such
transfer or disposition can be made without registration under the Act and
qualification under the Law by reason of specific exemptions from such
registration and such qualification, or (b) a registration statement has been
filed pursuant to the Act and has been declared effective with respect to such
disposition, and an Application to Qualify Securities has been filed pursuant to
the Law and an appropriate permit or order respecting such Application shall
have been issued.
The undersigned agrees that each certificate representing the Stock
delivered to it shall bear substantially the following legend:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended. The shares may not be sold or
transferred in the absence of such registration or an exemption therefrom
under said Act."
The undersigned further agrees that the Company may place stop orders on
the certificates evidencing the Stock with the transfer agent, if any, to the
same effect as the above legend. The legend and stop transfer notice referred
to above shall be removed only upon the undersigned's
A-1
furnishing to the Company an opinion of counsel (reasonably satisfactory to the
Company) to the effect that such legend may be removed.
Date: FRAZIER/KING MEDIA HOLDING CO.
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By:
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Address:
100 East Royal Lane, Suite 375
Irving, Texas 75039
THE SIGNATURE(S) TO THIS SUBSCRIPTION FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
A-2
ASSIGNMENT
(To be Executed by the Registered Holder to Effect Transfer of the Within
Warrant)
For Value Received _______________ hereby sells, assigns and transfers to
____________________ this warrant and the rights represented hereby to purchase
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _________________ ______________________ as
attorney to transfer this warrant on the books of the Company with full power of
substitution.
Date: _________________ Signed: ______________________
Please print or typewrite name Please insert Social Security or other
and address of assignee: Tax Identification Number of Assignee:
__________________________________ ______-________-____________
__________________________________
__________________________________
__________________________________
Zip
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WARRANT IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER, AND SUCH SIGNATURE(S) MUST BE GUARANTEED
IN ACCORDANCE WITH PRACTICES PREVAILING IN THE SECURITIES INDUSTRY AT THE TIME
SUCH SIGNATURE IS PRESENTED TO THE COMPANY.
Exhibit B