Exhibit 10.1


 


VOTING AGREEMENT


 


This
Voting Agreement (this “Agreement”) is dated as of April
3, 2005, by and among Petrohawk Energy Corporation (“Petrohawk Energy
Corporation” or “Petrohawk”), Mission Resources
Corporation, a Delaware corporation (“Mission”) and Harbert Distressed Investment
Master Fund, Ltd., an exempt company organized in the Cayman Islands (the “Stockholder”).


 


WHEREAS,
Stockholder desires that Petrohawk, Petrohawk Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of Petrohawk (“Purchaser”),
and Mission, enter into the Agreement and Plan of Merger dated the date hereof
(the “Merger Agreement”); undefined
capitalized terms herein are defined in the Merger Agreement) providing for the
merger of Mission with and into Purchaser (the “Merger”)
upon the terms and subject to the conditions set forth in the Merger Agreement;


 


WHEREAS,
Stockholder is executing this Agreement as an inducement to Petrohawk to enter
into and execute the Merger Agreement (and this Agreement shall not be
effective until the parties to the Merger Agreement execute the Merger
Agreement); and


 


WHEREAS,
the Board of Directors of Mission has adopted such resolutions as are necessary
so that the provisions of Section 203 of the DGCL are inapplicable to the
execution and performance of this Agreement;


 


NOW,
THEREFORE, in consideration of the execution and delivery by Petrohawk of the
Merger Agreement and the mutual covenants, conditions and agreements contained
herein and therein, the parties agree as follows:


 


1.                                       Representations and Warranties.


 


(a)                                  Stockholder represents and warrants to Petrohawk as follows:


 


(i)                                     Stockholder is the record and beneficial owner of that number of shares of
capital stock of Mission set forth opposite its name on Schedule A
(together with any other shares of other capital stock of Mission acquired
after the date hereof including through the exercise of any stock options,
warrants or similar instruments) being collectively referred to herein as the “Subject Shares”)
and the other securities exercisable or exchangeable for such capital stock
listed on Schedule A (the “Other
Securities” and, together with the Subject Shares, the “Covered Securities”).(1)  Stockholder has the sole right to vote and
Transfer (as defined herein) the Covered Securities set forth opposite its name
on Schedule A, and none of such Covered Securities is subject to any
voting trust or other agreement, arrangement or restriction with respect to the
voting or the Transfer of the Subject Shares, except (A) as provided by this
Agreement (it being understood that any pledge of the Pledged Shares (as
defined below) shall not be a breach of this representation) and (B) those
arising under applicable securities laws. 
Stockholder has all requisite power and authority to enter into this
Agreement and to perform its obligations hereunder.  Stockholder is duly organized, 


 










(1) Covered
Securities do not include shares held by Alpha US Sub Fund VI, LLC, a
separately managed account which as of the date hereof owns approximately
81,395 shares of capital stock of Mission.


 





















 


validly existing and in good standing under the
laws of its jurisdiction of organization. 
The execution and delivery of this Agreement by Stockholder and the
performance by Stockholder of its obligations hereunder have been duly
authorized by all necessary action on the part of Stockholder.  This Agreement has been duly executed and
delivered by, and constitutes a valid and binding agreement of, Stockholder, enforceable
against Stockholder in accordance with its terms, except as enforcement may be
limited by or subject to the effects of bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting the rights of creditors and
of general principles of equity.


 


(ii)                                  Neither the execution and delivery of this Agreement nor the performance
by Stockholder of its obligations hereunder will result in a violation of, or a
default under, or conflict with, (A) any provision of its certificate of
incorporation, bylaws, partnership agreement, limited liability company
agreement or similar organizational documents, (B) any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any kind
(other than as may relate to the Pledged Shares but subject to the proviso set
forth in (iv) below) to which Stockholder is a party or bound or to which the
Covered Securities are subject, except, in the case of clause (B), as would not
prevent, delay or otherwise materially impair Stockholder’s ability to perform
its obligations hereunder.  Execution,
delivery and performance of this Agreement by Stockholder will not violate, or
require any consent, approval or notice under, any provision of any judgment,
order, decree, statute, law, rule or regulation applicable to Stockholder or
the Covered Securities, except (x) for any
reports under Sections 13(d) of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby or (y)
as would not reasonably be expected to prevent, delay or otherwise materially
impair Stockholder’s ability to perform its obligations hereunder.


 


(iii)                               [Intentionally omitted]


 


(iv)                              The Covered Securities
and the certificates representing such Covered Securities are held by
Stockholder, or by a nominee or custodian for the benefit of Stockholder, free
and clear of all liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other encumbrances
whatsoever, except for (A) any such encumbrances arising hereunder, or (B) any
such encumbrances arising pursuant to the pledge of any Covered Securities by
Stockholder to a financial institution or a brokerage firm (the “Pledged
Shares”); provided, however, that Stockholder represents
that any such arrangement regarding such Pledged Shares shall not prevent,
delay or otherwise materially impair Stockholder’s ability to execute and
deliver this Agreement or perform its obligations hereunder and Stockholder
shall use its reasonable efforts to obtain an acknowledgment by the pledgee of
the terms of this Agreement and such pledgee’s agreement to vote the Pledged
Shares (if and to the extent the voting power of the Pledged Shares is being or
to be exercised by pledgee) in accordance with Section 2.


 


(v)                                 No broker, investment
banker, financial advisor or other person is entitled to any broker’s, finder’s,
financial advisor’s or other similar fee or commission based upon arrangements
made by or on behalf of Stockholder in connection with its entering into this
Agreement.   Stockholder shall have no
obligation or liability of any kind with


 


2





















 


respect to any fee, commission or other amount of any kind incurred or
payable by or on behalf of Petrohawk or Mission in connection with the Merger.


 


(vi)                              Stockholder understands and acknowledges that Petrohawk is entering into
the Merger Agreement in reliance upon Stockholder’s execution and delivery of
this Agreement.   Mission and Petrohawk
understand and acknowledge that Stockholder is entering into this Agreement in
reliance upon Petrohawk’s and Mission’s execution and delivery of the Merger
Agreement and intended consummation of the Merger.


 


(b)                                 Petrohawk represents and warrants to Stockholder and Mission that:


 


(i)                                     The execution and delivery of this Agreement and the Merger Agreement (the
“Transaction Documents”)
by Petrohawk and the performance by Petrohawk of its obligations thereunder and
the consummation of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of Petrohawk. Each of the
Transaction Documents has been duly executed and delivered by, and constitutes
a valid and binding agreement of, Petrohawk, enforceable against Petrohawk in
accordance with its terms, except as enforcement may be limited by or subject
to the effects of bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting the rights of creditors and of general principles
of equity.


 


(ii)                                  Neither the execution and delivery of the Transaction Documents nor the
performance by Petrohawk of its obligations thereunder will result in a
violation of, or a default under, or conflict with, (A) any provision of its
certificate of incorporation, bylaws, partnership agreement, limited liability
company agreement or similar organizational documents, (B) any contract, trust,
commitment, agreement, understanding, arrangement or restriction of any kind to
which Petrohawk is a party or bound, except, in the case of clause (B), as
would not prevent, delay or otherwise materially impair Petrohawk’s ability to
perform its obligations thereunder or consummate the Merger.  Execution, delivery and performance of the
Transaction Documents by Petrohawk will not violate, or require any consent,
approval or notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to Petrohawk or the Covered
Securities, except (x) for any
reports under Sections 13(d) of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby or (y)
as would not reasonably be expected to prevent, delay or otherwise materially
impair Petrohawks’s ability to perform its obligations thereunder or consummate
the Merger.


 


(iii)                               There is no action, claim, suit, demand, hearing, notice of violation or
deficiency, or proceeding (including any investigation or partial proceeding,
such as a deposition), domestic or foreign, pending, or to the knowledge of
Petrohawk threatened, that could prevent the consummation of, materially impair
or materially delay the Merger or any of the transactions contemplated hereby.


 


(c)                                  Mission represents and warrants to Stockholder and Petrohawk that:


 


(i)                                     The execution and delivery of the Transaction Documents by Mission and the
performance by Mission of its obligations thereunder and consummation of the


 


3





















 


transactions contemplated thereby have been duly
authorized by all necessary action on the part of Mission. Each of the
Transaction Documents has been duly executed and delivered by, and constitutes
a valid and binding agreement of, Mission, enforceable against Mission in
accordance with its terms, except as enforcement may be limited by or subject
to the effects of bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting the rights of creditors and of general principles
of equity.


 


(ii)                                  Neither the execution and delivery of the Transaction Documents nor the
performance by Mission of its obligations thereunder will result in a violation
of, or a default under, or conflict with, (A) any provision of its certificate
of incorporation, bylaws, partnership agreement, limited liability company
agreement or similar organizational documents, (B) any contract, trust, commitment,
agreement, understanding, arrangement or restriction of any kind to which
Mission is a party or bound, except, in the case of clause (B), as would not
prevent, delay or otherwise materially impair Mission’s ability to perform its
obligations thereunder or consummate the Merger.  Execution, delivery and performance of the
Transaction Documents by Mission will not violate, or require any consent,
approval or notice under, any provision of any judgment, order, decree,
statute, law, rule or regulation applicable to Mission or the Covered
Securities, except (x) for any
reports under Sections 13(d) of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby or (y)
as would not reasonably be expected to prevent, delay or otherwise materially
impair Mission’s ability to perform its obligations thereunder or consummate
the Merger.


 


(iii)                               There is no action, claim, suit, demand, hearing, notice of violation or
deficiency, or proceeding (including any investigation or partial proceeding,
such as a deposition), domestic or foreign, pending, or to the knowledge of
Mission threatened, that could prevent the consummation of, materially impair
or materially delay the Merger or any of the transactions contemplated hereby.


 


(d)                                 Petrohawk and Mission each represent and warrant to Stockholder that:


 


(i)                                     Other than the voting agreements of even date herewith between Petrohawk,
Mission and Guggenheim Capital, LLC and Stellar Funding, Ltd (the “Other Support Agreement”) and
the Purchase and Sale Agreements dated December 17, 2003, February 25, 2004 and
March 15, 2004 between Mission, Stockholder and others, which agreements are
publicly filed, it is not a party to any agreement or understanding with any
stockholder with respect to shares of capital stock of Mission.


 


(ii)                                  Except with respect
to provisions relating to the Stellar Arrangements (as defined in the Voting
Agreement of even date herewith with Guggenheim Capital, LLC and Stellar
Funding, Ltd.), the Other Support Agreement contains terms and conditions
substantially the same as and no more or less favorable to any other
stockholder party thereto than those contained in this Agreement.


 


4





















 


(iii)                               Entering into this Agreement and the Other Support Agreements shall not result
in any adverse consequence to the Stockholder under Mission’s rights plan, Section
203 of the DGCL, or any similar protective provisions of the DGCL.


 


(iv)                              The Other Support Agreement is the only other voting agreement which
Petrohawk and Mission are entering into with respect to the Merger, and
Petrohawk and Mission will not enter into any other voting agreements regarding
the Merger.


 


(v)                                 To our knowledge, no filings of any kind (other than a Schedule 13D under
the Exchange Act reflecting this Agreement and any such Other Support
Agreement) shall be required to be filed by Stockholder or any such other
stockholders in connection with the entering into this Agreement or the Other
Support Agreement or the consummation of the Merger, including without
limitation any Section 16 filings under the Exchange Act.


 


(e)                                  Mission
hereby agrees with Stockholder that:


 


(i)  Mission hereby
waives the provisions of Section 7.2 of that certain Purchase and Sale Agreement
dated as of March 15, 2004, by and between Stockholder and Mission (“March 15
PSA”), with respect to the Excess Voting Securities (as that term is defined in
the March 15 PSA); provided, however, that such waiver shall only be effective
during the Term and only with respect to the matters described in Section
2.  Stockholder and Mission agree and
acknowledge that notwithstanding the provisions of Section 7.2 of the March 15
PSA, Stockholder shall vote all of its Subject Shares (including the Excess
Voting Securities) in accordance with the provisions of this Agreement
including but not limited to Section 2 hereof; provided, however, that such
ability to vote all of the Subject Shares notwithstanding the provisions of
Section 7.2 of the March 15 PSA shall only be effective during the Term and
only with respect to the matters described in Section 2.


 


2.                                       Voting
Agreements.  During the Term (as defined below)
of this Agreement, at any meeting of stockholders of Mission or at any
adjournment thereof or in any other circumstances upon which a vote, consent or
other approval (including by written consent) relating to the Merger is sought,
Stockholder shall, including by executing a written consent solicitation if
requested by Petrohawk, vote (or cause to be voted) the Subject Shares: (a) in
favor of the Merger, the adoption by Mission of the Merger Agreement and the
approval of the terms thereof and (b) against any transaction, agreement,
matter or other Acquisition Proposal that would reasonably be expected to impede,
interfere with, delay, postpone or attempt to discourage the Merger and the
Merger Agreement.


 


3.                                       Irrevocable Proxy.  Stockholder hereby appoints Petrohawk as its
proxy to vote all of Stockholder’s Subject Shares at any meeting of
stockholders of Mission (including any adjournments and postponements thereof)
on the matters described in Section 2, and to execute and deliver any
written consents to fulfill such Stockholder’s obligations under this
Agreement.  This proxy is coupled with an
interest and is irrevocable until the end of the Term, at which time it shall
terminate.


 


5





















 


4.                                       Revocation
of Other Proxies.  To the extent inconsistent with the other
provisions of this Agreement or the Merger Agreement, Stockholder hereby
revokes any and all previous proxies with respect to Stockholder’s Subject
Shares.


 


5.                                       Other
Covenants.  Stockholder agrees with,
and covenants to, Petrohawk during the Term of this Agreement as follows:


 


(a)          Stockholder shall not after the
date hereof (i) sell, transfer, pledge, assign or otherwise dispose of
(including by gift) (collectively, “Transfer”),
or consent to any Transfer of, any Covered Securities or any interest therein,
except pursuant to the Merger, (ii) enter into any contract, option or other
agreement with respect to any Transfer of any or all of the Covered Securities
or any interest therein, (iii) grant any proxy, power-of-attorney or other
authorization in or with respect to the Subject Shares or (iv) deposit the Subject
Shares into a voting trust or enter into a voting agreement or voting
arrangement with respect to the Subject Shares; provided, that Stockholder may
Transfer any of the Covered Securities to an affiliate of Stockholder (provided
such affiliates evidences in a writing reasonably satisfactory to the other
parties hereto such affiliate’s agreement to the terms hereof) or any other
person or entity who is on the date hereof or hereafter becomes a party to a
similar agreement; provided, further, that the restrictions in this Section 5
shall not be deemed violated by any Transfer of Covered Securities pursuant to
a cashless exercise of stock options or warrants; and provided, further, that a
pledge of Pledged Shares made in accordance with Section 1(a)(iv) shall not be
deemed to be a violation of the restrictions in this Section 5.


 


(b)         Stockholder hereby waives any rights of appraisal, or rights to dissent
from the Merger, that such Stockholder may have.


 


6.                                       Additional
Covenants.  During the Term of this Agreement
Stockholder shall not exercise any of the Other Securities other than as
contemplated by Section 1.8 of the Merger Agreement.


 


7.                                       Certain
Events.  This Agreement and the
obligations hereunder shall, during the Term hereof, attach to Stockholder’s
Covered Securities and shall be binding upon any Person to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including Stockholder’s administrators or successors.  In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of Mission affecting the Covered Securities or the acquisition of
additional shares of Covered Securities or other voting securities of Mission
by Stockholder, the number of Covered Securities listed on Schedule A
beside the name of Stockholder shall be adjusted appropriately and this
Agreement and the obligations hereunder shall attach to any additional Covered
Securities or other voting securities of Mission issued to or acquired by
Stockholder.


 


6





















 


8.                                      Stop
Transfer.  Mission shall not register the
transfer of any certificate representing any Covered Securities during the Term
hereof, unless such transfer is made to Petrohawk or otherwise in compliance
with this Agreement.


 


9.                                      Stockholder
Capacity.  No person executing this Agreement
(or an affiliate thereof) who is or becomes during the Term a director of Mission
makes any agreement or understanding herein in his capacity as such
director.  Stockholder signs solely in its
capacity as the record and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, Stockholder’s Covered Securities.


 


10.                               Further
Assurances.  Stockholder shall, upon request of Petrohawk,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Petrohawk to be necessary or desirable to carry out
the provisions hereof.


 


11.                               Termination.  This Agreement, and all
rights and obligations of the parties hereunder, shall commence upon the
execution of the Merger Agreement as contemplated above and terminate upon (and
shall only be effective from the date hereof until) the first to occur of (i)
the Effective Time, (ii) the date upon which the Merger Agreement is terminated
in accordance with its terms, (iii) the mutual consent of Petrohawk and
Stockholder (iv) material breach of any representation, warranty or covenant
hereunder, (v) the date of any amendment, waiver or modification to the Merger
Agreement in a manner that reduces the Merger Consideration or otherwise
materially adversely affects the Stockholder, or (vi) December 31, 2005 (such
period from the date hereof until such termination is referred to herein as the
“Term”); provided, however, that (x)
Section 12 shall survive any termination of this Agreement and (y) termination
of this Agreement pursuant to clause (iv) above shall not relieve any party
hereto from liability for any willful and knowing breach hereof prior to such
termination.


 


12.                                 Payment for Shares.  Petrohawk hereby covenants and agrees with the Stockholder that it shall
take all actions reasonably necessary to ensure that immediately following the
Effective Time, Stockholder shall receive, if applicable, the Per Share Cash
Consideration which the Stockholder is entitled to receive pursuant to the
terms of the Merger Agreement in immediately available funds.  The remainder of the Merger Consideration
that the Stockholder would be entitled to receive under the Merger Agreement
would be distributed following the Effective Time in the manner set forth in
the Merger Agreement.


 


13.                                 Miscellaneous


 


(a)                                  All notices, requests, claims, demands and other communications under this
Agreement shall be in writing and shall be deemed given if delivered personally
or sent by overnight courier (providing proof of delivery) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice): (i) if to Petrohawk or Mission, to the appropriate
address set forth in Section 8.4 of the Merger Agreement; and (ii) if to
Stockholder, to the appropriate address set forth on Schedule A.


 


(b)                                 Each
party to this Agreement (“Party”) submits to the jurisdiction of any state or
federal court sitting in the State of Delaware in any dispute or action arising
out of or relating to this Agreement and agrees that all claims in respect of
such dispute or action may be heard and


 


7





















 


determined in any such court. 
Each Party also agrees not to bring any dispute or action arising out of
or relating to this Agreement in any other court.  Each Party agrees that a final judgment in
any dispute or action so brought will be conclusive and may be enforced by action
on the judgment or in any other manner provided at law (common, statutory or
other) or in equity. Each Party waives any defense of inconvenient forum to the
maintenance of any dispute or action so brought and waives any bond, surety, or
other security that might be required of any other Party with respect thereto.


 


(c)                                  Each Party appoints CSC Corporation, Wilmington, Delaware, their agent to
receive on their behalf service of copies of the summons and complaint and any
other process that might be served in an dispute or action (the “Process Agent”).   Any Party may make service on any other
Party by sending or delivering a copy of the process (i) to the Party to be
served at the address and in the manner provided for the giving of notices in
Section 12(a) or (ii) to the Party to be served in care of the Process Agent at
the address and in the manner provided for the giving of notices in Section
12(a).


 


(d)                                 The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


(e)                                  This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective as to
Stockholder when one or more counterparts have been signed by each of Petrohawk,
Mission and Stockholder and delivered to Petrohawk, Mission and Stockholder.


 


(f)                                    This
Agreement (including the documents and instruments referred to herein)
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and this Agreement is not intended to confer upon any
other person (other than Petrohawk) any rights or remedies hereunder.


 


(g)                                 This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


 


(h)                                 Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned, in whole or in part, by operation of law or
otherwise, by any of the parties without the prior written consent of the other
parties,.  Any assignment in violation of
the foregoing shall be void.


 


(i)                                     As
between Stockholder and Petrohawk, each of such Parties agrees that irreparable
damage to the other, non-breaching party would occur and that such
non-breaching party would not have any adequate remedy at law in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached.  It is accordingly agreed that the
non-breaching party shall be entitled to an injunction or injunctions to
prevent breaches by the other party of this Agreement and to enforce
specifically the terms and provisions of this Agreement, this being in addition
to any other remedy to which it may be entitled at law or in equity.


 


8





















 


(j)                                     If
any term, provision, covenant or restriction herein, or the application thereof
to any circumstance, shall, to any extent, be held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions herein and the application thereof to
any other circumstances shall remain in full force and effect, shall not in any
way be affected, impaired or invalidated, and shall be enforced to the fullest
extent permitted by law.


 


(k)                                  No
amendment, modification or waiver in respect of this Agreement shall be
effective against any Party unless it shall be in writing and signed by such Party.


 


[SIGNATURE PAGE FOLLOWS]


 


9





















 


IN
WITNESS WHEREOF, Petrohawk, Mission, and the Stockholder have caused this
Agreement to be duly executed and delivered as of the date first written above.


 


	
   

  	
  Petrohawk Energy
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FLOYD C. WILSON

  	
   

  
	
   

  	
  Name: 

  	
  Floyd C.
  Wilson

  
	
   

  	
  Title:

  	
  Chairman,
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mission Resources Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT L. CAVNAR

  	
   

  
	
   

  	
  Name: 

  	
   Robert L. Cavnar

  
	
   

  	
  Title:

  	
   Chairman, President and Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  Harbert Distressed
  Investment Master Fund, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: HMC Distressed
  Investment Offshore Manager,

  LLC, as its manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PHILLIP A. FALCONE

  	
   

  
	
   

  	
  Name: Philip
  A. Falcone

  
	
   

  	
  Title: Vice
  President

  
					



 





















 


SCHEDULE A


 


	
  NAME AND ADDRESS

  	
   

  	
  NUMBER

  OFSHARES

  	
   

  	
  NUMBER

  OF OPTIONS, 

  WARRANTS, ETC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harbert Distressed Investment Master Fund, Ltd. 

  	
   

  	
  7,014,905

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c/o HMC Distressed Investment Offshore Manager, LLC 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  555 Madison Avenue, 16th Fl 

  New York, NY 10022

  	
   

  	
   

  	
   

  	
   

  



 


11