0001213900-20-000535.txt : 20200108 0001213900-20-000535.hdr.sgml : 20200108 20200108165712 ACCESSION NUMBER: 0001213900-20-000535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20200102 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200108 DATE AS OF CHANGE: 20200108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ComSovereign Holding Corp CENTRAL INDEX KEY: 0001178727 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 465538504 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-150332 FILM NUMBER: 20516192 BUSINESS ADDRESS: STREET 1: 11651 CENTRAL PARKWAY #118 CITY: JACKSONVILLE STATE: FL ZIP: 32224 BUSINESS PHONE: 904-834-4400 MAIL ADDRESS: STREET 1: 11651 CENTRAL PARKWAY #118 CITY: JACKSONVILLE STATE: FL ZIP: 32224 FORMER COMPANY: FORMER CONFORMED NAME: DRONE AVIATION HOLDING CORP. DATE OF NAME CHANGE: 20140508 FORMER COMPANY: FORMER CONFORMED NAME: MACROSOLVE INC DATE OF NAME CHANGE: 20020725 8-K 1 f8k010220_comsovereignhold.htm CURRENT REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): January 2, 2020

 

COMSOVEREIGN HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   333-150332   46-5538504

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

 

5000 Quorum Drive, STE 400

Dallas, TX 75254

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (904) 834-4400

 

11651 Central Parkway #118

Jacksonville, FL 32224

(Registrant’s former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Executive Officers

 

Our board of directors has appointed Brian T. Mihelich our Chief Financial Officer and Kevin M. Sherlock our General Counsel and Secretary effective January 2, 2020.  Our former Chief Financial Officer, Kendall W. Carpenter, will remain with our company and retain responsibility for the financial matters relating to our Drone Aviation business operations. Biographical information regarding Messrs. Mihelich and Sherlock is set forth below:

 

Prior to assuming the role of our Chief Financial Officer, Mr. Mihelich, age 52, was, since September 2019, the chief financial officer of our ComSovereign Corp. subsidiary, which we acquired in December 2019.  Prior to joining ComSovereign Corp., Mr. Mihelich was from July 2015 to February 2019 Vice President – Managed Services at Ericsson.  From 2014 to July 2015, Mr. Mihelich was Head of Operations of the Vodafone account at Ericsson.   We believe Mr. Mihelich has significant experience in the telecom sector where he has had senior management responsibilities for numerous business relationships, including with AT&T, Sprint, Vodafone, Napster, Google and Facebook.  He has managed operations with sales of up to $750 million and up to 600 direct and indirect employee reports.  Mr. Mihelich served with distinction in the U.S. Air Force, and has also worked for the U.S. Securities and Exchange Commission. Mr. Mihelich earned a B.S. in Business Administration from Northern Michigan University, and an MBA from the University of Texas.

 

Prior to joining our company on January 2, 2020, Mr. Sherlock, age 58, was a partner in the law firm  of Heurlin & Sherlock, PC, in Tucson, Arizona, which he co-founded in 2008 and where he focused primarily on business litigation, securities arbitration, and security clearance matters.  While in the private practice of law, Mr. Sherlock also gained considerable experience in corporate structures and mergers and acquisition work.  Mr. Sherlock is licensed to practice law in Washington D.C., Florida and Arizona.  Mr. Sherlock earned a Bachelor of Science degree in Multinational Business Operations from Florida State University and a Juris Doctorate from Georgetown University Law Center.

 

There are no arrangements or understandings between Mr. Mihelich or Mr. Sherlock and any other person or persons pursuant to which Mr. Mihelich or Mr. Sherlock was appointed as an officer of our company. With respect to Mr. Mihelich and Mr. Sherlock, there have been no events of the type listed under Item 401(f) of Regulation S-K promulgated by the Securities Exchange Commission that occurred during the past ten years. In addition, there are no current or proposed transactions in which Mr. Mihelich or Mr. Sherlock, or any member of the immediate family of either of Mr. Mihelich or Mr. Sherlock, has an interest that is required to be disclosed under Item 404(a) of Regulation S-K promulgated by the Securities Exchange Commission.

 

Compensatory Arrangements of Certain Officers

 

On December 2, 2019, we entered into a five-year employment agreement with Brian T. Mihelich, our Chief Financial Officer, to employ Mr. Mihelich in such capacity commencing on January 2, 2020, and on January 2, 2020, we entered into a three-year employment agreement with Kevin M. Sherlock, our General Counsel and Secretary. Unless earlier terminated, at the end of the initial term, each agreement automatically renews for additional one-year terms until cancelled.

 

The following is a summary of the compensation arrangements set forth in each employment agreement described above:

 

Executive  Title  Annual Base Salary   Annual Targeted Bonus
Brian T. Mihelich  Chief Financial Officer  $150,000   As determined by the Compensation Committee of the Board of Directors
Kevin M. Sherlock  General Counsel and Secretary  $150,000   As determined by the Compensation Committee of the Board of Directors

  

1

 

 

As an incentive to commence employment with us, pursuant to such agreements, we issued to each of Messrs. Mihelich and Sherlock a restricted stock award of 200,000 shares of common stock, which shares shall vest annually in arrears in two equal installments on the first and second anniversaries of employment. In addition, each executive is also eligible to receive an employee incentive stock option grant each year during the initial term, as determined by the compensation committee of our board of directors, with a strike price equal to that of the other corporate officers and directors under that current year’s approved option grants. The executives shall have no rights to any portions of any option grant until the vesting of said grant, which shall be on vesting terms as the as the options granted to our other officers and directors.

 

Under each of these employment agreements, the executive will be entitled to severance in the event we terminates his employment without Cause (as defined in the employment agreement), he resigns from his employment for Good Reason (as defined in the employment agreement), or he is terminated as a result of death or a disability. The severance amount for each executive would be (i) his pro rata base salary through the date of termination, (ii) a severance amount equal to 6 month’s salary if such termination is done within the first year and (iii) a severance amount equal to 12 month’s salary if such termination occurs thereafter.

 

In connection with the execution of his employment agreement, each executive also executed our standard employee agreements containing customary confidentiality restrictions and work-product provisions, as well as customary non-competition covenants and non-solicitation covenants with respect to our employees, consultants and customers.

  

The foregoing summary of the employment agreements of Messrs. Mihelich and Sherlock is qualified in its entirety by the copy of such agreements filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.

  

Item 7.01Regulation FD Disclosure.

 

On January 8, 2020, we issued a press release announcing the appointment of Messrs. Mihelich and Sherlock as executive officers of our company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, the information in this Item 7.01 and Exhibit 99.1: (i) will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1) and (ii) is not to be incorporated by reference into any of our filings.

  

Item 9.01       Financial Statements and Exhibits.

 

(d)       Exhibits.

 

The following exhibits are furnished herewith:

 

Exhibit No.   Description
     
10.1   Employment Agreement dated as of December 2, 2019 between Brian T. Mihelich and ComSovereign Holding Corp.
     
10.2   Employment Agreement dated as of January 2, 2020 between Kevin M. Sherlock and ComSovereign Holding Corp.
     
99.1   Press Release of the Registrant, dated January 8, 2020.

  

2

 

 

SIGNATURE

 

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: January 8, 2020 COMSOVEREIGN HOLDING CORP.
     
  By: /s/ Daniel L. Hodges
    Daniel L. Hodges
    Chairman and Chief Executive Officer

 

  

3

 

EX-10.1 2 f8k010220ex10-1_comsovereign.htm EMPLOYMENT AGREEMENT DATED AS OF DECEMBER 2, 2019 BETWEEN BRIAN T. MIHELICH AND COMSOVEREIGN HOLDING CORP.

Exhibit 10.1

 

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”), dated as of December 2, 2019 is by and between ComSovereign Holding Corp., a Nevada corporation, (the “Company” or “Employer”), and; Brian T. Mihelich, a married man and resident of Texas (the “Employee”).

 

WHEREAS, the Company desires to employ the Employee and to enter into this Agreement embodying the terms of such employment; and

 

WHEREAS, the Employee is willing to accept employment on the terms hereinafter set forth in this Agreement.

 

NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained and for other good and valuable consideration, the parties agree as follows:

 

1. Term of Employment. The Employee shall be employed by the Company for a period commencing on December 2, 2019 (the “Effective Date”), and ending on December 31, 2021 (the “Term”) or such earlier time as the Employee’s employment may be terminated pursuant to Section 7 of this Agreement. Following completion of the Term, employment shall automatically renew for successive one-year periods (each such renewal, a “Renewal Term”), also subject to termination of employment pursuant to Section 7, unless either party shall give written notice to the other not less than 30 days prior to the end of the Initial Term the full Term or any Renewal Term, as the case may be, of his or its intent not to renew.

 

2. Position.

 

(a) Beginning January 1, 2020, the Employee shall serve as Chief Financial Officer of the Company and shall directly report to the Chief Executive Officer of the Company and shall have the professional duties and authority as the Chief Executive Officer of the Company or the Board of Directors of the Company may from time to time prescribe.

 

(b) The Employee agrees at all times during the term of his employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation without written authorization of the Chief Executive Officer, any Confidential Information as defined herein and in separate agreement(s) executed between the Parties on even date herewith.

 

3. Base Salary. During the Term or any Renewal Term, the Company shall pay the Employee a base salary (as increased from time to time, the “Base Salary”) at the initial annual rate of $150,000.00 USD per year, payable in regular monthly or bi-weekly installments in accordance with the Company’s standard payroll practices. The Base Salary may be increased by the Company at any time after the initial period, from time to time as deemed appropriate by the Company’s Board of Directors, but shall not be reduced.

 

 

 

 

4. Incentive Compensation. The Employee shall receive an employee Incentive Stock Option grant from the Company (an “ISOP Grant”) each year during the Term, as determined by the Compensation Committee of the Board of Directors, with a strike price equal to that of the other corporate officers and directors under that current year’s approved option grants. Partial years worked will receive the pro-rata amount of the annual ISOP bonus. Employee shall have no rights to any portions of any ISOP Grant until the vestment of said grant. The options in each grant vest in the same fashion as the directors and other officers of the Company.

 

The Employee shall also receive, upon execution of this Agreement, a Restricted Stock Award of 200,000 shares of common stock, which shares shall vest annually in arrears at the rate of 100,000 shares on the first and second anniversaries of employment.

 

5. Employee Benefits/Vacation. During the Term and any Renewal Term, the Employee shall be provided with employee benefits on the same basis as benefits are generally made available to other employees of the Company. The Employee shall be entitled to paid vacation in accordance with Company policy, but not less than four (4) weeks per calendar year. Vacation time must be used or forfeited and will not accrue into the following calendar year. A health insurance premium benefit will be allowed and paid monthly to Employee in the amount of $800.00 USD for the first six months of the Term. Thereafter, so long as Employee is employed, the health insurance premium will be increased to an amount equal to the Employee’s actual monthly health insurance premium or $1,000 per month, whichever is lower.

 

6. Business Expenses. During the Term and any Renewal Term, reasonable and documented business expenses incurred by the Employee in the performance of his duties hereunder shall be reimbursed by the Company in accordance with Company policies. Expenses in excess of $2,000 individually or $5,000 in the aggregate in any given month shall have the prior written approval of the Chief Executive Officer. These amounts are subject to periodic review and mutually agreed upon revision between Employee and the Chief Executive Officer.

 

7. Termination. Notwithstanding any other provision of the Agreement:

 

(a) For Cause by the Company. The Term (or any Renewal Term) and Employee’s employment may be terminated by the Company at any time in its sole discretion during the Term or any Renewal Term, “for Cause”. Termination “for Cause” shall include, but not be limited to, a termination for any of the following reasons: (i) the Employee has committed a willful serious act such as fraud, embezzlement or theft against Employer, (ii) the Employee has been convicted of a felony (or entered a plea of nolo contendere to a felony charge), (iii) the Employee has engaged in conduct that has caused demonstrable and serious injury, monetary and/or otherwise, to Employer, (iv) Employee in carrying out his duties hereunder has been found guilty of willful gross neglect or willful gross misconduct, (v) the Employee has refused to carry out his duties in gross dereliction of duty, (vi) the Employee has committed one or more acts of insubordination against Employer or its manager(s), or (vii) the Employee has materially and/or deliberately breached this Agreement. Upon termination of the Employee’s employment for Cause, Employee shall be entitled to receive his Base Salary through the date of termination (together hereinafter, “Accrued Amounts”).

 

2

 

 

(b) Death or Disability. The Term or any Renewal Term, Employee’s employment hereunder shall terminate upon (i) the Employee’s death or (ii) if the Employee becomes physically or mentally incapacitated as determined by medical conclusion and therefore has been unable for an aggregate of 60 days in any 365-day period, consecutive or not, to perform his duties (such incapacity is hereinafter referred to as “Disability”), upon written notice given while he remains so disabled. Upon termination of the Employee’s employment hereunder for either death or Disability, the Employee (or their estate, as the case may be) shall be entitled to receive any Accrued Amounts. Except for the amounts referred to in the preceding sentence, neither the Employee nor his estate shall have any further rights to any compensation or any other benefits under this Agreement. Until the date the Employee’s employment terminates, the Employee shall continue to receive his full compensation and benefits hereunder.

 

(c) Without Cause by the Company or for Good Reason by the Employee. The Employee may terminate his employment for Good Reason and the Company may terminate his employment without Cause. If the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason (as defined below), the Employee shall receive (i) the Accrued Amounts, and (ii) a severance amount equal to 6 month’s salary if such termination is done within the first year, and; (iii) a severance amount equal to 12 month’s salary if such termination is done thereafter. For the purposes of the Agreement, “Good Reason” shall mean the occurrence of any of the following events or conditions without the Employee’s express written consent: (a) a material diminution in the Employee’s status, position, scope, powers, duties, authority or job responsibilities (except in connection with the termination of his employment for Cause or death or during an incapacity); (b) a change in the principal location at which the Employee performs his duties for the Company to a new location that is at least 50 miles from the prior location; or (c) any breach by the Company of a material term of this Agreement that is not cured within thirty (30) days after the Employee delivers to the Chief Executive Officer of the Company a written notice that specifically identifies such breach. Notwithstanding the foregoing, following Employee’s giving of notice of his determination not to renew following the Term or any Renewal Term pursuant to Section 1, the Company may relieve Employee of his powers, duties and responsibilities, remove his title and any Board seat, and appoint another person to the Employee’s position without any such acts constituting “Good Reason”, provided that Employee’s compensation and benefits may not be reduced and he shall be treated for all purposes as a full-time active employee until the termination of the then-current employment term, or 60 days whichever is less.

 

(d) Termination by Employee. In the event the Employee terminates his employment with the Company other than for death or for Good Reason, the Employee shall be entitled to receive only his Accrued Amounts and vested Options, and, except for such amounts, the Employee shall have no further rights to any compensation or benefits hereunder.

 

8. Miscellaneous.

 

(a) Governing Law and Venue. This Agreement and all rights thereunder, and any controversies or disputes arising with respect thereto, shall be governed by and construed and interpreted in accordance with the laws of the State of Arizona, applicable to agreements made and to be performed entirely within such State, without regard to conflict of laws provisions thereof that would apply the law of any other jurisdiction. Subject to Section 8(m) hereunder, the parties expressly agree that if legal action is required to interpret or enforce this Agreement, such action shall be filed in the state courts of Arizona.

 

3

 

 

(b) Representation. The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that its entering into this Agreement and the performance of its obligations under this Agreement will not violate any agreement between the Company and any other person, firm or organization or any law or governmental regulation. The Employee represents that he is authorized to enter into this Agreement and that his entering into the Agreement and the performance of his obligations thereunder will not violate any agreement between the Employee and any other person, firm or organization or any law or governmental regulation and that any conflict be resolved by mutual agreement.

 

(c) Entire Agreement. This Agreement, together with the Mutual NDA and Invention and Assignment Agreements executed of even date herewith, contain the entire agreement between the Company and the Employee concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between them with respect thereto, including any agreement between the Company and Employee.

 

(d) Amendment or Waiver. This Agreement cannot be changed, modified or amended without the consent in writing of both the Employee and the Company. No waiver by either the Company or the Employee at any time of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Employee or an authorized officer of the Company, as the case may be.

 

(e) Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the full extent permitted by law.

 

(f) Reasonableness. To the extent that any provision or portion of this Agreement is determined to be unenforceable by a court of law or equity, that provision or portion of this Agreement shall nevertheless be enforceable to the extent that such court or judiciary authority determines it is reasonable.

 

(g) Assignment. This Agreement shall not be assignable by the Employee. This Agreement may be assigned by the Company to a company which is a successor in interest to all of the business operations of the Company provided that such successor assumes the obligations hereunder in a writing promptly delivered to the Employee. Any assignment in accordance with the foregoing shall not be deemed to be a termination of employment with the Company for purposes of this Agreement.

 

(h) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company’s and the Employee’s personal and/or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns.

 

4

 

 

(i) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by United States certified or registered mail, return receipt requested, postage prepaid, to the following addresses.

 

To Employee:

 

Brian T. Mihelich

3028 Avondale

The Colony, TX 75056

 

To Company:

 

General Counsel

ComSovereign Holding Corp.

6600 N Eagle Ridge Drive

Tucson, Arizona 85750

 

These addresses may be changed by either party at any time upon providing written notice of such change to the other party in accordance with this Section.

 

(j) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

 

(k) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

(l) Headings. The headings of the paragraphs contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provisions of this Agreement.

 

(m) Dispute Resolution. In the event of any dispute, controversy or claim arising out of or relating to this Employment Agreement or Employee’s employment or termination thereof, the parties may agree to attempt to settle such dispute, controversy or claim through mediation, which shall be conducted at a mutually agreed upon location in Pima County, Arizona. All reasonable fees and expenses related to any such mediation (including reasonable attorneys’ fees and related disbursements) shall be divided equally between the Employee and the Company.

 

(n) Non-Solicitation. During Employee’s employment with Employer and for a period of two (2) years after the later of (1) the expiration of this Agreement, or (2) the termination of Employee’s employment with Employer for any or no reason and by either party hereto, Employee shall not directly or indirectly engage in any of the following activities other than on behalf of and for the benefit of Employer:

 

(i) Solicit the employment of any person who is employed with Employer on a full or part-time basis either as an employee or independent contractor, specifically excluding those parties with whom Employee had a direct, preexisting relationship of any kind prior to execution of this Agreement; or

 

5

 

 

(ii) Solicit, directly or indirectly, business from any clients, customers or any other person or entity with whom Employer has had direct business dealings during Employee’s employment with Employer in a manner which directly competes with the business of Employer.

 

Employer and Employee agree and stipulate that the requirements and obligations of Employee set forth in this Section 8(n) are fair and reasonably necessary for the protection of the Company, its goodwill, and other protectable interests of Employer. Because of the difficulty of measuring economic losses to Employer as a result of the breach of any of the foregoing obligations of Employee and because of the immediate and irreparable damage which would be caused to Employer for which it would have no adequate remedy, Employer and Employee agree that in the event of a breach by Employee of any of the obligations or requirements of Employee as set forth in this Section 8(n), said obligations or requirements may be enforced by Employer by injunction and restraining orders. Notwithstanding the foregoing, the obligations or requirements set forth in this Section 8(n) shall not apply to Employee with regard to any person or entity with whom Employee had a direct, preexisting relationship of any kind prior to execution of this Agreement.

 

(o) Covenant Not to Compete.

 

(i) During the period of employment, Employee shall not directly or indirectly work for, consult with, manage, operate or have an ownership interest in a business or operation which directly competes with the business of Employer and which operates in the areas of the Company’s targeted or actual interests.

 

(ii) The restrictions and covenants contained in this Agreement shall be effective and enforceable from the date hereof until the date that is two (2) years after the later of (i) the expiration of the term hereof or (ii) the termination of Employee’s employment with Employer for any or no reason and by either party hereto, subject to the provisions of Section 7 above. Employee’s employment with Employer pursuant to the terms hereof constitutes at least a portion of the consideration for the restrictions upon Employee as set forth herein.

 

(iii) If the foregoing provisions of this Section 8(o) relating to the duration of the restrictive nature of this covenant not to compete or the geographic areas restricted by this covenant not to compete are found to be unenforceable by a court of competent jurisdiction because such provisions are found to be overbroad or exceed the parameters and limitations for the Employer’s reasonable protection, then the restrictions contained in this Section 8(o) upon the activities of Employee shall be limited to the following:

 

(1) That geographic area which a court of competent jurisdiction may deem to be equitable and to be adequate to reasonably protect the Employer; and

 

6

 

 

(2) That period of time which a court of competent jurisdiction may deem to be equitable and to be adequate to reasonably protect the Employer.

 

(p) Non – Disclosure of Confidential Information.

 

(i) Confidential Information. As used herein the term “Confidential Information” shall mean and include, without limitation, any and all business and/or operating plans or models, client or customer lists (including but not limited to any and all databases of customers, clients, contacts and/or vendors), trade secrets, the prices it obtains or has obtained from the sale of its products or services, employee and benefit plans, including compensation packages, training procedures, computer programs, computer software and any other proprietary information of Employer disclosed to Employee, which includes, but is not limited to, any Company proprietary information, technical data or know-how, including but not limited to, research, products, customer lists and customers, developments, inventions, processes, technology, designs, drawings, engineering, marketing, finances or other business information disclosed to the Employee by the Company either directly or indirectly in writing, orally or by observation, or otherwise obtained by the Employee during or immediately prior to his service as an employee of the Company, but only to the extent not generally otherwise known in the industry.

 

(ii) Non-Disclosure of Confidential Information. (Covered by separate agreement).

 

(iii) Survival. The restrictions and terms contained in this Section 8(p) shall be effective and enforceable from the date hereof and shall remain effective and enforceable at all times after the termination or expiration of the term hereof.

 

(q) Legal Representation. By signing this Agreement, Employee expressly waives any claims that he did not understand or have representation regarding any terms or conditions contained in this Agreement, and has had opportunity to consult with legal counsel regards the terms and conditions herein.

 

[SIGNATURE PAGE FOLLOWS]

 

7

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

EMPLOYEE:   EMPLOYER:
     
BRIAN T. MIHELICH   COMSOVEREIGN HOLDING CORP.
    (A Nevada Corporation)
     
By: /s/ Brian T. Mihelich             By: /s/ Daniel L. Hodges  
  Brian T. Mihelich     Daniel L. Hodges
      Chief Executive Officer

 

 

8 

 

EX-10.2 3 f8k010220ex10-2_comsovereign.htm EMPLOYMENT AGREEMENT DATED AS OF JANUARY 2, 2020 BETWEEN KEVIN M. SHERLOCK AND COMSOVEREIGN HOLDING CORP.

Exhibit 10.2

 

 

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”), dated as of January 2, 2020 is by and between ComSovereign Holding Corp., a Nevada corporation, (the “Company” or “Employer”), and; Kevin M. Sherlock, a single man and resident of Arizona (the “Employee”).

 

WHEREAS, the Company desires to employ the Employee and to enter into this Agreement embodying the terms of such employment, and;

 

WHEREAS, the Employee understands this agreement supersedes and replaces all other employment or engagement agreements between the Employee and the Company and/or  its subsidiaries, and;

 

WHEREAS, the Employee is willing to accept employment on the terms hereinafter set forth in this Agreement.

 

NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained and for other good and valuable consideration, the parties agree as follows:

 

1. Term of Employment. The Employee shall be employed by the Company for a period commencing on January 2, 2020, (the “Effective Date”), and ending on December 31, 2023 (the “Term”) or such earlier time as the Employee’s employment may be terminated pursuant to Section 7 of this Agreement. Following completion of the Term, employment shall automatically renew for successive one-year periods (each such renewal, a “Renewal Term”), also subject to termination of employment pursuant to Section 7, unless either party shall give written notice to the other not less than 30 days prior to the end of the Initial Term the full Term or any Renewal Term, as the case may be, of his or its intent not to renew.

 

2. Position.

 

(a) Beginning January 2, 2020, the Employee shall serve as General Counsel and Secretary of the Company and shall directly report to the Chief Executive Officer of the Company and shall have the professional duties and authority as the Chief Executive Officer of the Company or the Board of Directors of the Company may from time to time prescribe.

 

(b) The Employee agrees at all times during the term of his employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation without written authorization of the Chief Executive Officer, any Confidential Information as defined herein and in separate agreement(s) executed between the Parties on even date herewith.

 

3.  Base Salary. During the Term or any Renewal Term, the Company shall pay the Employee a base salary (as increased from time to time, the “Base Salary”) at the initial annual rate of $150,000.00 USD per year, payable in regular monthly or bi-weekly installments in accordance with the Company’s standard payroll practices. The Base Salary may be increased by the Company at any time after the initial period, from time to time as deemed appropriate by the Company’s Board of Directors, but shall not be reduced.

 

 

 

 

4.  Incentive Compensation. The Employee shall receive an employee Incentive Stock Option grant from the Company (an “ISOP Grant”) each year during the Term, as determined by the Compensation Committee of the Board of Directors, with a strike price equal to that of the other corporate officers and directors under that current year’s approved option grants. Partial years worked will receive the pro-rata amount of the annual ISOP bonus. Employee shall have no rights to any portions of any ISOP Grant until the vestment of said grant. The options in each grant vest in the same fashion as the directors and other officers of the Company.

 

The Employee shall also receive, upon execution of this Agreement, a Restricted Stock Award of 200,000 shares of common stock, which shares shall vest annually in arrears at the rate of 100,000 shares on the first and second anniversaries of employment.

 

5. Employee Benefits/Vacation. During the Term and any Renewal Term, the Employee shall be provided with employee benefits on the same basis as benefits are generally made available to other employees of the Company. The Employee shall be entitled to paid vacation in accordance with Company policy, but not less than four (4) weeks per calendar year. Vacation time must be used or forfeited and will not accrue into the following calendar year. A health insurance premium benefit will be allowed and paid monthly to Employee in the amount of $1,000.00 USD for the first six months of the Term. Thereafter, so long as Employee is employed, the health insurance premium will be increased to an amount equal to the Employee’s actual monthly health insurance premium or $1,500 per month, whichever is less.

 

6. Business Expenses. During the Term and any Renewal Term, reasonable and documented business expenses incurred by the Employee in the performance of his duties hereunder shall be reimbursed by the Company in accordance with Company policies. Expenses in excess of $2,000 individually or $5,000 in the aggregate in any given month shall have the prior written approval of the Chief Executive Officer. These amounts are subject to periodic review and mutually agreed upon revision between Employee and the Chief Executive Officer

 

7.  Termination. Notwithstanding any other provision of the Agreement:

 

(a) For Cause by the Company. The Term (or any Renewal Term) and Employee’s employment may be terminated by the Company at any time in its sole discretion during the Term or any Renewal Term, “for Cause”. Termination “for Cause” shall include, but not be limited to, a termination for any of the following reasons: (i) the Employee has committed a willful serious act such as fraud, embezzlement or theft against Employer, (ii) the Employee has been convicted of a felony (or entered a plea of nolo contendere to a felony charge), (iii) the Employee has engaged in conduct that has caused demonstrable and serious injury, monetary and/or otherwise, to Employer, (iv) Employee in carrying out his duties hereunder has been found guilty of willful gross neglect or willful gross misconduct, (v) the Employee has refused to carry out his duties in gross dereliction of duty, (vi) the Employee has committed one or more acts of insubordination against Employer or its manager(s), or (vii) the Employee has materially and/or deliberately breached this Agreement. Upon termination of the Employee’s employment for Cause, Employee shall be entitled to receive his Base Salary through the date of termination (together hereinafter, “Accrued Amounts”).

 

2

 

 

(b) Death or Disability. The Term or any Renewal Term, Employee’s employment hereunder shall terminate upon (i) the Employee’s death or (ii) if the Employee becomes physically or mentally incapacitated as determined by medical conclusion and therefore has been unable for an aggregate of 60 days in any 365-day period, consecutive or not, to perform his duties (such incapacity is hereinafter referred to as “Disability”), upon written notice given while he remains so disabled. Upon termination of the Employee’s employment hereunder for either death or Disability, the Employee (or their estate, as the case may be) shall be entitled to receive any Accrued Amounts. Except for the amounts referred to in the preceding sentence, neither the Employee nor his estate shall have any further rights to any compensation or any other benefits under this Agreement. Until the date the Employee’s employment terminates, the Employee shall continue to receive his full compensation and benefits hereunder.

 

(c) Without Cause by the Company or for Good Reason by the Employee. The Employee may terminate his employment for Good Reason and the Company may terminate his employment without Cause. If the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason (as defined below), the Employee shall receive (i) the Accrued Amounts, and (ii) a severance amount equal to 6 month’s salary if such termination is done within the first year, and; (iii) a severance amount equal to 12 month’s salary if such termination is done thereafter. For the purposes of the Agreement, “Good Reason” shall mean the occurrence of any of the following events or conditions without the Employee’s express written consent: (a) a material diminution in the Employee’s status, position, scope, powers, duties, authority or job responsibilities (except in connection with the termination of his employment for Cause or death or during an incapacity); (b) a change in the principal location at which the Employee performs his duties for the Company to a new location that is at least 50 miles from the prior location; (c) a change in person who currently holds the position of Chief Executive Officer of the Company; (d) a Change in Control of the Company or (e) any breach by the Company of a material term of this Agreement that is not cured within thirty (30) days after the Employee delivers to the Chief Executive Officer of the Company a written notice that specifically identifies such breach. Notwithstanding the foregoing, following Employee’s giving of notice of his determination not to renew following the Term or any Renewal Term pursuant to Section 1, the Company may relieve Employee of his powers, duties and responsibilities, remove his title and any Board seat, and appoint another person to the Employee’s position without any such acts constituting “Good Reason”, provided that Employee’s compensation and benefits may not be reduced and he shall be treated for all purposes as a full-time active employee until the termination of the then-current employment term, or 60 days whichever is less.

 

(d) Termination by Employee. In the event the Employee terminates his employment with the Company other than for death or for Good Reason, the Employee shall be entitled to receive only his Accrued Amounts and vested Options, and, except for such amounts, the Employee shall have no further rights to any compensation or benefits hereunder.

 

3

 

 

8. Miscellaneous.

 

(a) Governing Law and Venue. This Agreement and all rights thereunder, and any controversies or disputes arising with respect thereto, shall be governed by and construed and interpreted in accordance with the laws of the State of Arizona, applicable to agreements made and to be performed entirely within such State, without regard to conflict of laws provisions thereof that would apply the law of any other jurisdiction. Subject to Section 8(m) hereunder, the parties expressly agree that if legal action is required to interpret or enforce this Agreement, such action shall be filed in the state courts of Arizona.

 

(b) Representation. The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that its entering into this Agreement and the performance of its obligations under this Agreement will not violate any agreement between the Company and any other person, firm or organization or any law or governmental regulation. The Employee represents that he is authorized to enter into this Agreement and that his entering into the Agreement and the performance of his obligations thereunder will not violate any agreement between the Employee and any other person, firm or organization or any law or governmental regulation and that any conflict be resolved by mutual agreement.

 

(c) Entire Agreement. This Agreement, together with the Mutual NDA and Invention and Assignment Agreements executed of even date herewith, contain the entire agreement between the Company and the Employee concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between them with respect thereto, including any agreement between the Company and Employee.

 

(d) Amendment or Waiver. This Agreement cannot be changed, modified or amended without the consent in writing of both the Employee and the Company. No waiver by either the Company or the Employee at any time of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same or at any prior or subsequent time. Any waiver must be in writing and signed by the Employee or an authorized officer of the Company, as the case may be.

 

(e)  Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the full extent permitted by law.

 

(f) Reasonableness. To the extent that any provision or portion of this Agreement is determined to be unenforceable by a court of law or equity, that provision or portion of this Agreement shall nevertheless be enforceable to the extent that such court or judiciary authority determines it is reasonable.

 

4

 

 

(g) Assignment. This Agreement shall not be assignable by the Employee. This Agreement may be assigned by the Company to a company which is a successor in interest to all of the business operations of the Company provided that such successor assumes the obligations hereunder in a writing promptly delivered to the Employee. Any assignment in accordance with the foregoing shall not be deemed to be a termination of employment with the Company for purposes of this Agreement.

 

(h) Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company’s and the Employee’s personal and/or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns.

 

(i) Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by United States certified or registered mail, return receipt requested, postage prepaid, to the following addresses.

 

To Employee:

 

Kevin M. Sherlock

4605 N. Paseo Aquimuri

Tucson, AZ 85750

 

To Company:

 

Chairman

ComSovereign Holding Corp.

6600 N Eagle Ridge Drive

Tucson, Arizona 85750

 

These addresses may be changed by either party at any time upon providing written notice of such change to the other party in accordance with this Section.

 

(j) Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

 

(k) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

(l) Headings. The headings of the paragraphs contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provisions of this Agreement.

 

(m) Dispute Resolution. In the event of any dispute, controversy or claim arising out of or relating to this Employment Agreement or Employee’s employment or termination thereof, the parties may agree to attempt to settle such dispute, controversy or claim through mediation, which shall be conducted at a mutually agreed upon location in Pima County, Arizona. All reasonable fees and expenses related to any such mediation (including reasonable attorneys’ fees and related disbursements) shall be divided equally between the Employee and the Company.

 

5

 

 

(n) Non-Solicitation. During Employee’s employment with Employer and for a period of two (2) years after the later of (1) the expiration of this Agreement, or (2) the termination of Employee’s employment with Employer for any or no reason and by either party hereto, Employee shall not directly or indirectly engage in any of the following activities other than on behalf of and for the benefit of Employer:

 

(i) Solicit the employment of any person who is employed with Employer on a full or part-time basis either as an employee or independent contractor, specifically excluding those parties with whom Employee had a direct, preexisting relationship of any kind prior to execution of this Agreement; or

 

(ii) Solicit, directly or indirectly, business from any clients, customers or any other person or entity with whom Employer has had direct business dealings during Employee’s employment with Employer in a manner which directly competes with the business of Employer.

 

Employer and Employee agree and stipulate that the requirements and obligations of Employee set forth in this Section 8(n) are fair and reasonably necessary for the protection of the Company, its goodwill, and other protectable interests of Employer. Because of the difficulty of measuring economic losses to Employer as a result of the breach of any of the foregoing obligations of Employee and because of the immediate and irreparable damage which would be caused to Employer for which it would have no adequate remedy, Employer and Employee agree that in the event of a breach by Employee of any of the obligations or requirements of Employee as set forth in this Section 8(n), said obligations or requirements may be enforced by Employer by injunction and restraining orders. Notwithstanding the foregoing, the obligations or requirements set forth in this Section 8(n) shall not apply to Employee with regard to any person or entity with whom Employee had a direct, preexisting relationship of any kind prior to execution of this Agreement.

 

(o) Covenant Not to Compete.

 

(i) During the period of employment, Employee shall not directly or indirectly work for, consult with, manage, operate or have an ownership interest in a business or operation which directly competes with the business of Employer and which operates in the areas of the Company’s targeted or actual interests.

 

(ii) The restrictions and covenants contained in this Agreement shall be effective and enforceable from the date hereof until the date that is two (2) years after the later of (i) the expiration of the term hereof or (ii) the termination of Employee’s employment with Employer for any or no reason and by either party hereto, subject to the provisions of Section 7 above. Employee’s employment with Employer pursuant to the terms hereof constitutes at least a portion of the consideration for the restrictions upon Employee as set forth herein.

 

6

 

 

(iii)  if the foregoing provisions of this Section 8(o) relating to the duration of the restrictive nature of this covenant not to compete or the geographic areas restricted by this covenant not to compete are found to be unenforceable by a court of competent jurisdiction because such provisions are found to be overbroad or exceed the parameters and limitations for the Employer’s reasonable protection, then the restrictions contained in this Section 8(o) upon the activities of Employee shall be limited to the following:

 

(1) That geographic area which a court of competent jurisdiction may deem to be equitable and to be adequate to reasonably protect the Employer; and

 

(2) That period of time which a court of competent jurisdiction may deem to be equitable and to be adequate to reasonably protect the Employer.

 

(p)  Non – Disclosure of Confidential Information.

 

(i) Confidential Information. As used herein the term “Confidential Information” shall mean and include, without limitation, any and all business and/or operating plans or models, client or customer lists (including but not limited to any and all databases of customers, clients, contacts and/or vendors), trade secrets, the prices it obtains or has obtained from the sale of its products or services, employee and benefit plans, including compensation packages, training procedures, computer programs, computer software and any other proprietary information of Employer disclosed to Employee, which includes, but is not limited to, any Company proprietary information, technical data or know-how, including but not limited to, research, products, customer lists and customers, developments, inventions, processes, technology, designs, drawings, engineering, marketing, finances or other business information disclosed to the Employee by the Company either directly or indirectly in writing, orally or by observation, or otherwise obtained by the Employee during or immediately prior to his service as an employee of the Company, but only to the extent not generally otherwise known in the industry.

 

(ii) Non-Disclosure of Confidential Information. (Covered by separate agreement).

 

(iii) Survival. The restrictions and terms contained in this Section 8(p) shall be effective and enforceable from the date hereof and shall remain effective and enforceable at all times after the termination or expiration of the term hereof.

 

(q) Legal Representation. By signing this Agreement, Employee expressly waives any claims that he did not understand or have representation regarding any terms or conditions contained in this Agreement, and has had opportunity to consult with legal counsel regards the terms and conditions herein.

 

[SIGNATURE PAGE FOLLOWS]

 

7

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

 

EMPLOYEE:   EMPLOYER:
     
KEVIN M. SHERLOCK   COMSOVEREIGN HOLDING CORP.
  (A Nevada Corporation)
         
By:  /s/ Kevin M. Sherlock                 By:  /s/ Daniel L. Hodges         
  Kevin M. Sherlock     Daniel L. Hodges
        Chief Executive Officer

 

 

8

 

EX-99.1 4 f8k010220ex99-1_comsovereign.htm PRESS RELEASE OF THE REGISTRANT, DATED JANUARY 8, 2020.

Exhibit 99.1

 

 

 

COMSovereign Holding Corp. Appoints Brian T. Mihelich as Chief Financial Officer
and Kevin M. Sherlock as General Counsel and Secretary

 

Additions Add Extensive Telecommunications, Finance and Legal Experience to Growing Executive Team

 

DALLAS, TX – January 8, 2020 – COMSovereign Holding Corp. (OTCQB: DRNE) (formerly Drone Aviation Holding Corp.) (“COMSovereign” or the “Company”), a US-based pure-play enabler of 5G connectivity and data transmission systems, announced today that its board of directors has appointed Brian T. Mihelich as Chief Financial Officer and Kevin M. Sherlock as General Counsel and Secretary effective January 2, 2020. Kendall W. Carpenter, the Company’s prior Chief Financial Officer, will remain with the Company and retain responsibility for the financial matters relating to its Drone Aviation business operations.

 

Chairman and CEO of the Company, Dan Hodges, stated, “On behalf of the Board and management, we welcome Brian and Kevin to COMSovereign, further bolstering our dedicated, talented and highly-experienced executive team. We look forward to valuable contributions from both Brian and Kevin as we further build-out our operations and expand our portfolio of advanced 5G-NR communications and data network-enabling technologies, allowing us to better serve our current and future global customer base.”

 

Mr. Mihelich brings significant senior management and financial telecom experience to the Company having most recently served as Vice President, Managed Services, and as Head of Operations of the Vodafone account at Ericsson. His experience in the telecom sector includes senior management responsibilities for numerous business relationships including AT&T, Sprint, Vodafone, Napster, Google and Facebook. Mr. Mihelich has managed operations for organizations with sales of $750 million and up to 600 direct and indirect employee reports. In addition, he has served with distinction in the U.S. Air Force and has also worked for the U.S. Securities and Exchange Commission. Mr. Mihelich earned a B.S. in Business Administration from Northern Michigan University and an MBA from the University of Texas.

 

Prior to joining COMSovereign, Mr. Sherlock was a partner in the law firm of Heurlin & Sherlock, PC, in Tucson, Arizona, which he co-founded in 2008 and where he focused primarily on business litigation, securities arbitration, and security clearance matters. While in the private practice, Mr. Sherlock also gained considerable experience in corporate structures and mergers and acquisitions. He is licensed to practice law in Washington D.C., Florida and Arizona. Mr. Sherlock earned a Bachelor of Science degree in Multinational Business Operations from Florida State University and a Juris Doctorate from Georgetown University Law Center.

 

For more information about COMSovereign, please visit www.COMSovereign.com.

 

 

 

 

 

 

About ComSovereign Holding Corp.

COMSovereign Holding Corp. (OTCQB: DRNE) has assembled a portfolio of communications technology companies with combined capabilities that enable connectivity across the entire data transmission spectrum. Through strategic acquisitions and organic research and development efforts, COMSovereign has become a US-based pure-play communications provider, able to provide LTE Advanced and 5G-NR telecom solutions to network operators and enterprises world-wide. For more information about COMSovereign, please visit www.COMSovereign.com or view documents that it files with or furnishes to the Securities and Exchange Commission at www.sec.gov, including the Risk Factors included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as information in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Moreover, forward-looking statements in this release include, but are not limited to, those relating to the Company’s ability to develop and deliver advanced voice and data communications systems. The Company’s financial results and the forward-looking statements could be affected by many factors, including, but not limited to, demand for the Company’s products and services, economic conditions in the U.S. and worldwide, and the Company’s ability to recruit and retain management, technical, and sales personnel. Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Contacts:

Investor Relations for COMSovereign Holding Corp.:

Steve Gersten

813-334-9745

investors@comsovereign.com

 

and

 

Media Relations for COMSovereign Holding Corp.:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

 

 

 

 

 

GRAPHIC 5 ex10-1_001.jpg GRAPHIC begin 644 ex10-1_001.jpg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end GRAPHIC 6 ex10-2_001.jpg GRAPHIC begin 644 ex10-2_001.jpg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

'-)N#;,;0WOPU\>7OA+4-+@);?/=>(E\EHK021_!W[*?[.6L_M<_LW^ M";_X??#RP\(_'S4/%7B._P#B)^W=^T!^U1X^\+QZ?J-KX]U6\TR?X4_##PY\ M19M7\5^(])\/0:58W?BGQ!X7MM(3Q!!J=O*MY>-'K=M_5C^SG_P3D_8^_95M M/B=9?!CX4KH<'QATB;PWX]&L^*?%OBMM6\*3)?1GPM"WB36]3.GZ((]2O$EA ML?(NKT21-J-W>O:VCP?+ES_P0?\ ^"9<]Q-.GP/\16B2RO(MM;?&#XL_9X [ M%A%#]H\8SS"),[4$LTKA0 7;&:Z,N\5^!4ZE+!8O'XK+*U'*\%+&X/$2I0H/''>'/ M%V95,)F&:U,ES;'8F.9K.\,\SQ."HIU/[&PN62RS&5,HS&>%J4,ORB<*F*P^ M$P^/I5'/ ?AWQU%KOQ&\5Z!YM[J\:_P#"'RZ'I-Y=:7!J0UK3 M$CT6/^Q3X5?LC_ KX+_%/XN_&;X?^%;W2_'_ ,KZEK#_ G5 M=,?4[R>]DL-%^*7Q/TW2;66YD,LL6G:=#XL-OI]F)&8P65J([2T0B"TA@MXX MH4YLJ\7>'L/7S)5Z^?8&FLHX%P>0XG"Y90Q-/+:O#V65*6>85Y9A\ZR5/+)O#OB_P 0Z=I7BCQWIL>I>'];^)5C:6^I MF&+6?$3PW.HQ:VI;58XKN-TOO,1)!X'\7OV;/V8_A]_P24^&O[7'P_\ B%XE MM?VM+O1?A!XDN=9L_CSXBN]83Q3KWC;2[7Q*(/!T?B1K>RN],M)[V1$M=,@O MM*DT\7?2/%/QG\16$NG):%TO99-*U;4HK!9SIT$NIFW(J67X//WC\!CLMQ688;'5^$H9A3=25;!4L M-.IAJ,:GRO&/#V=9;C?$-3-\OS>GE-&E1XDS2625,;BLF^I8S"8_#X* MOA*>9TG@*M&V)K8.:A&GBZF(C#$590_4+X._LJ_##]O/_@HK_P %((/VE]0^ M(_C.R^#NK_ S2/A[I^F?$SQEX5L= T_Q)X6\0G4;2W@\.ZMIX%J#X>LGMK12 MEI#//J%T8)+J]EGKZ]_X(=2ZG9?L[?M#>";C7O$&N:%\,/VT?C?\/?!4?B/6 M;W6[K1?".@Z=X';3M'MKN_EEE2U2YN[Z_>&/RX6O[^^NQ&LMU*6_1[X3?LO_ M @^"_Q(^,/Q>\#:#>:=\0_CY-X2O/BKK,^NZUJ-KK]]X+L=0L-#GL])U"^N M=.T1;>'5;\/%I%O:1W!F5KA9&BC*Z'P%_9O^$O[-.C>.- ^$.A7N@:7\1?B5 MXF^+?BJ"]US5]=:]\<>+X=,@U[4H)M9O+R:RMKI-)LC'IUJ\=C;,CFW@C$C M_B?$WB!AZT445^2'Z0%%%% !1110 4444 %%%% ! ..1110 4444 %%%% '_]D! end GRAPHIC 7 image_001.jpg GRAPHIC begin 644 image_001.jpg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image_002.jpg GRAPHIC begin 644 image_002.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#W^BBB@ HK MGM<\3C2KL6L4 ED"AG+-@#/05F#QM=$9&GH1ZAC_ (5O'#5)+F2.&IF.'IS< M)2U7DSM**XO_ (36[_Z!R?\ ?3?X4?\ ":W?_0/3_OIO\*KZI5[?B3_:F&[O M[F=I17)6'C,W%Y%#<6JHDC!0Z/G!/3CTKK:RJ4I4W:2.FAB:5=-TW>P4445F M;A1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M><&< _P Z7^U/%7_0 @_\"!_C7.7SZ5J.H37<7CLP M),^Y8MQ 3/;[P_E5KPS#J>E^.9]+OK^6Y3[(948R,592PP<$\'J*3IQ46[*Z M5[6DOU*4JCFH\TK-VO>+_)&%D&HG_ +8#_P"*K4USQ]H>@7@L[IYY+C:& M:.&/<4!Y&>0,^U;FG0Q+IEH%C0 0I@!1QP*\\\/HLGQEUPR*'*QOC<,X^X.* MXCTSH]&^(>@ZWJ*6$#W$-Q)Q&L\>T.?0$$\U5NOB=HEIK:P;] M#G\* /6_%'C'3_"JVXNHYII9\E(X0,X&,DDG@7F0N.HP#CWSG%<#=7(\5Z[9S'YX[#0S-+[.(SG/_ BOY52M_#^J:[\.=-;3 M+7[2]MJ$K/&& ."!Z]>E:T(QG449NR,ZTI1@W'<] T[XI:#J>HVMC!#J EN9 M%B0O" N2<#)W=*[:N%B\=S6FLZ=IFK>&+G3GO76.)S(C+DD#C';)'TS7.Z'I MVO>,]3UNX?Q3?V*VUXT*QPDE<9., , !BNB6'3][X4O._6W0QC6:T^)_=^9 MZY17BJR^(#H7BVP_MN^FGT:X1XIA*P*MJ&1L,)!PY'OA3^8J98.2:2=[NWWJ_Y#6)C9MJVE_T/2J*\8U:[OX/$ M.F^']3\2WFFVEKIZR7-R)CN:4J68D]2<\ >@JYX7O=7BU6\NM+OM7U#0TLY2 M]SJ*X4R*I*E 3R,@?FAZW17D_@.SU75M,'BB\\0 MZC(\$LC&T:0F.3:O0\].>F*YW3M6_M+2WU+5_&&L17\T[+'8V1+.PP,84' ' M.!T'%/ZG[S2EMIL]_P"NH?6M$^7?S1[+XA\0V/AG2CJ.H>;Y =4_=)N.36E# M*D\,0ZOJOBC2OA=:RW\US;WOV[RU:8*9'AVDKN!SSGUYX% M37CZWXD^(":+%KUW80QV$CS:]=ZC;SVS2,)V.#\CD<$GD%1S57P?I'B#QGIMQJ< MWB[4;4BE)X1)5BQ_B!Y/./E!Q7H5<]6FZHOIOQ)DNHF EMQ!*F>F0 >:ZN]\0R>(;"W&I^ =5NHQB1-GW6]Q$B_N%W%&48((Z^^:IZ=J?Q0TNQBLK: MQOS!$H6,2V8O^%3*G-IJ\==/B;_,J+@FG9Z:_"E^1;^(\P3X MC:.N>=D'_HTUW'CSPU<>)]!6UM)$6XBE$J"0X5N"",]NM>4:=X7\8>(/&%K> MZK8WB/YZ237-RFQ552#@?E@ 5[_7+C$HQIP3O9=#HPJ;E.=K79Y];K\2[>WB MA$>DLL:A06;D@>M)JOA;Q'8>+Y]?\.26C-=)B6.X.-IP,_4':#UKT*BN$ZSS MFW\+>*=:\5:?JOB.2RBBL6#(MN1VX-=Y10!YWX3\"7^AZ3KBW30/=W<#6\&QB1MVGDDCC)(_*C1]%\ M8>'/!\%CI<5A]O\ M3O*)GW+Y9'&#QSFO1**J,N5WM<4E=6/,U\,^,]>\3Z3 M?^('L(;?3I1*OD')."#C'J=H[\5';>'/'/AS5-4_L)M.EM+RY:<-,>>22..Q MYQ^%>H45T?6Y[65NUM.YA]6CO=W[W.(\%>%=4T]M;N]?:!Y]5?,D<1R,?-G/ MUW=*YC1OAMKMMKUE;7SP/HEC=M>,?+UR=JYS[UZ]126+J)R:Z_\-H# MPT&DNQYKXO\ !NN7GC)-=TJWT^\3RE4PWG*JP!&2IX/J/>M#3X_'ES]HM=7M M],2RDM98QY!P=Y7"CKTS7=44OK,G%1:3M_79'IMCHTC%C_I,F"Y'3 /! ]J]>HIK%33DV MD^;<'AXM12;T/./$GA_Q9XH\$PV=]#9#5%O/,*QR;4\L*0.>>>:SM9TK5]'\ M8)J^DZGHZ71LXX)8;NX52A"*",'J#@$&O6*Y36?AWX?U[59=2OH9VN90H8I, M5' ''T%:4L2EI+1:[*^]O/R(J4+ZQU>G7L>?Z;=:IJ'Q6TQ]5N+&>[,+H#9 M.&C"^7)@9'?DUW?PX\/:CX;\/3V>I)&DSW+2 (^X;2JCK^!JSH?@#P_X>U 7 MUC;2?:%4JCR2EMN>N!73TL1B5-