Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 13th day of September, 2021, by and between
CINEDIGM CORP., a Delaware Corporation, 237 West 35th Street, Suite 605, New York, New York 10001 (the “Company”),
and JOHN K. CANNING, having an address at 32194 Cedar Crest Court, Temecula, California, 92592 (the “Employee”).


 


WITNESSETH:


 


WHEREAS,
effective as of September 13, 2021 (the “Effective Date”), the Company wishes to employ the Employee, and the Employee
desires to accept such employment with the Company, upon the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the
parties hereby agree as follows:


 


1. Employment.



 


(a) The
Company agrees to employ the Employee, and the Employee agrees to be employed by the Company under the terms and conditions set forth
in this Agreement, for the period stated in Paragraph 3 hereof and upon the other terms and conditions herein provided.


 


(b) The
Employee affirms and represents that, other than as provided herein, the Employee is under no obligation to any party that is in any
way inconsistent with, or that imposes material restrictions upon, the Employee’s employment by the Company or the Employee’s responsibilities
or undertakings under this Agreement.


 


2. Position
and Responsibilities. The Employee shall serve as Chief Financial Officer. The Employee’s principal place of employment
will be located in metropolitan Los Angeles, California. Employee will initially work remotely, until such time as the Company informs
Employee of the Company’s determination that Employee be required to work primarily in the Company’s metropolitan Los Angeles,
California office or partially remotely and partially in-office. The Employee shall be responsible for such duties as are commensurate
with this office and shall report to the Chief Executive Officer (“CEO”) of the Company, who shall have the power to expand
the Employee’s duties, responsibilities and authority beyond those commensurate with this office (only in a temporary or immaterial
manner unless the Employee consents to such expansion) and, when considered necessary or in the best interests of the Company, the CEO
may override the Employee’s decisions and actions. Except as otherwise provided herein, the Employee will devote substantial full business
time throughout the Term (defined below) to the services required hereunder. The Employee will render business services to the Company
and its affiliates during the Term, and will use best efforts, judgment, and energy to improve and advance the operations, programs,
services and interests of the Company and its affiliates in a manner consistent with the duties of this position. Notwithstanding the
foregoing, as long as it does not materially interfere with the Employee’s employment hereunder, the Employee may participate in educational,
welfare, social, religious and civic organizations.


 






     


     


    

 


3. Term.
Except as otherwise provided for herein, the term of this Agreement shall be from September 13, 2021 (the “Effective Date”)
through September 13, 2023 (the “Term”). This Agreement shall automatically renew for another one (1) year term, unless either
party provides written notice to the other party no later than ninety (90) days before the expiration of the Term that the party does
not wish to renew the Term of this Agreement. Upon the expiration of the Term, this Agreement, except for the provisions that survive
pursuant to this paragraph 3 and paragraphs 8 and 6(c), will have no further force or effect.


 


4. Compensation,
Reimbursement of Expenses.


 


(a) Salary.
For all services rendered by the Employee in any capacity during employment under this Agreement, including, without limitation,
service as an executive, officer, director, manager or member of any committee of the Company or of any subsidiary, affiliate, or division
thereof, the Company shall pay the Employee, in accordance with the Company’s normal payroll practices, a salary (“Base Salary”)
at the rate of $350,000 per year, subject to annual reviews and increases for subsequent years in the sole discretion of the Compensation
Committee (the “Committee”) of the board of directors of Cinedigm Corp. (the “Board”).


 


(b) Bonus.
The Employee shall be eligible to participate in the Company’s Management Annual Incentive Plan or any amended or successor
plan thereto (“MAIP”). The target bonus shall be $175,000 (each such target bonus for the applicable fiscal year, the “Target
Bonus”). The Employee’s Target Bonus shall be based on Company performance with goals to be established annually by the Committee
and shall be subject to adjustment at the sole discretion of the Committee. Bonuses shall be paid at the same time bonuses are paid to
other executives of the Company, which payment shall be made during the calendar year that includes the close of such fiscal year, but
no later than August 31st following the fiscal year for which the bonus is earned, and shall be subject to the terms of the MAIP.


 


(c) Reimbursement
of Expenses. In accordance with Company policies then in effect, the Company shall pay directly, or reimburse the Employee for,
reasonable travel, entertainment and other business-related expenses incurred by the Employee in the performance of his duties under
this Agreement.


 


(d) Performance
Share Units. The Employee shall receive an award of 150,000 performance share units (“PSUs”) as approved by the Board
of Directors. Subject to EBITDA targets to be determined in the sole and absolute discretion of the Compensation Committee and the Board
of Directors, the Employee will be eligible to receive shares of Company common stock (“PSU Shares”), subject to the Company’s
discretion to pay such award in cash or in stock. The award described in this paragraph will be subject to the specific terms of separate
Notice of Award that will be provided to the Employee and shall be structured such that, subject to satisfaction of the specified performance
metrics, twenty-five percent (25%) of the PSU Award shall be earned and vested on March 31, 2022, and the remaining seventy-five percent
(75%) of the PSU Award shall be earned and vested on March 31, 2023. The PSU Award is a material inducement for the Employee to join
the Company.


 






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(e) Long-Term
Incentive Award. The Employee shall receive an award of 600,000 stock appreciation rights (“SARs”) effective September
13, 2021 (the “SAR Grant Date”). The award described in this paragraph will be subject to the specific terms of a separate
Notice of Award that will be provided to the Employee and subject to mutual execution of this Agreement. The SARs will have an exercise/strike
price equal to the fair market value of the Company’s common stock on the SAR Grant Date. One-half of the SARs shall vest on September
13, 2022, and the remaining one-half of the SARs shall vest on September 13, 2023. SARs may be settled by the Company in cash or shares
at the sole and absolute discretion of the Compensation Committee. Other SARs features such as length of term, and termination provisions
shall be consistent with prior option grants, subject to the sole and absolute discretion of the Compensation Committee. The SARs are
a material inducement for the Employee to join the Company.


 


(f) Paid
Time Off. Pursuant to the Company’s Paid Time Off Policy, you will accrue paid time off at the rate of 6.67 hours per pay
period, up to twenty (20) days per year. Paid time off is subject to maximum accrual caps and other rules set forth in accordance with
the Company’s policies and procedures.


 


(g) Sign-on
Bonus. The Employee shall be entitled to a sign-on bonus in the amount of $50,000 which shall be payable as soon as administratively
feasible following the later of the Effective Date or the date this Agreement is fully executed by both parties. If the Employee is terminated
for Cause (as defined below) or voluntarily resigns without Good Reason (as defined below), in either case before the first anniversary
of his start date, the Employee shall repay to the Company the full amount of the sign-on bonus.


 


(h) Equity
Incentive Plan. The Employee shall be a participant in the Company’s 2017 Equity Incentive Plan (“EIP”) and
may be granted awards under the EIP from time to time as approved by the Compensation Committee.


 


5. Participation
in Benefit Plans. The Employee will be eligible to participate in all benefit plans and programs that the Company provides to
its senior executives in line with the Company’s current practices, including medical, dental, vision, disability, life insurance
and paid time off plans, all in accordance with the terms and conditions of such benefit plans and programs as may be modified by the
Company in its sole discretion or as required by law from time to time.


 


6. Termination.


 


(a) The
Company shall have the right to terminate this Agreement and the Employee’s employment prior to the expiration of the Term for
Cause (as defined below). The Employee has the right to resign and terminate this Agreement at any time without “Good Reason”
(as defined below) upon thirty (30) days’ written notice, which notice period may be waived at the discretion of the Company. The
Company shall have no obligations to the Employee for any period subsequent to the effective date of any termination of this Agreement
pursuant to this Paragraph 6(a), except any and all obligations provided by applicable law and the payment of Base Salary (pursuant to
Paragraph 4(a)) up to and including the termination date, bonus earned and approved by the Committee (pursuant to Paragraph 4(b)), reimbursement
of expenses incurred prior to the termination date (pursuant to Paragraph 4(c)), and benefits accrued prior to the termination date (pursuant
to Paragraph 5).


 






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(b) The
Company shall also have the right to terminate this Agreement and the Employee’s employment prior to the expiration of the Term
other than for Cause upon thirty (30) days’ notice and the Employee has the right to resign and terminate this Agreement at any
time for Good Reason (each such termination shall not include a termination of employee’s employment with the Company due to the
Employee’s death or Disability). If, prior to the end of the Term, the Company terminates this Agreement and the Employee’s employment
for reason(s) other than Cause hereof (and other than due to the Employee’s death or Disability) or if the Employee resigns for
Good Reason (as defined below), the Employee shall be entitled to receive the following:


 


(i) the
amounts payable under Paragraph 6(a); and


 


(ii) the
Base Salary for the twelve (12) month period following termination of employment (the “Severance Period”), subject to Paragraphs
6(f) below, to be paid in equal monthly installments, as of the first day of each month following the date of termination; provided that
the first of such payments shall be made in the month following sixty (60) days after such termination; provided that the first of such
payments would include any amounts that would have been payable absent the 60-day delay in commencement date, and such payments shall
continue for the duration of the Term or such twelve-month period, as applicable; and provided further that the Company may elect in
its sole discretion to pay any amounts due under this Paragraph 6(b)(ii) as a one-time, lump-sum amount, less applicable statutory deductions
and authorized withholdings, in the month following sixty (60) days after such termination. The Company shall be entitled to reduce the
amounts paid under this Paragraph 6(b) by the amounts paid to the Employee in the same period by any other entity that employs the Employee
after the Employee’s termination date with the Company.


 


(c) If,
prior to the expiration of the Term, and within two (2) years after a Change in Control (as defined in the EIP), the Employee’s
employment is terminated (i) by the Company without Cause (and other than due to the Employee’s death or Disability), (ii) or by
the Employee for Good Reason, or (iii) upon notice by the Company under paragraph 3 of this Agreement that the Company does not wish
to renew the Term of this Agreement, then in lieu of the amount payable under paragraph 6(b), Employee will receive a lump sum payment
equal to two (2) times the sum of (a) Employee’s then-current annual Base Salary, and (b) Employee’s Target Bonus for the
year of termination; provided, however, that such payment shall be limited to an amount which would not result in an “excess parachute
payment” as that term is defined in Internal Revenue Code section 280G, as determined in the sole good faith discretion of the
Company. Subject to paragraph 6(f) below, payment of the amount due under this paragraph 6(c) shall be made as soon as practicable following
the date on which the termination occurs; but in no event later than sixty (60) days following the date of such termination and the Employee
will not have the right to designate the taxable year of the payment.


 


(d) For
purposes of this Agreement, “Cause” means any of the following: (i) the Employee’s conviction of or plea of nolo contendere
to a felony or other crime involving moral turpitude; (ii) the Employee’s material breach of a material provision of this Agreement
that is not corrected within thirty (30) days following written notice of such breach sent by the Company to the Employee; (iii) the
Employee’s willful misconduct in the performance of Employee’s material duties under this Agreement; (iv) the Employee’s
performance of material duties in a manner that is grossly negligent; (v) the Employee’s failure to attempt to fully comply with
any lawful directive of the Chief Executive Officer of the Company which is not corrected within thirty (30) days following written notice
of such breach sent by the Company to the Employee; and (vi) the Employee’s non-compliance with a material term of a Company policy.
Whether or not “Cause” exists shall be determined solely by the Company in its reasonable, good faith discretion.


 






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(e) For
purposes of this Agreement, “Good Reason” means, without the Employee’s written consent, (i) a material and substantially
adverse reduction in title or job responsibilities compared with title or job responsibilities on the Effective Date; (ii) relocation
of the Company’s Los Angeles, California office such that Employee’s commute to the office from his then current residence
is increased by at least 50 miles; or (iii) any material breach of the Agreement by the Company. Notwithstanding the foregoing, Good
Reason will be deemed to exist only in the event that: (x) the Employee gives written notice to the Company of Employee’s claim
of Good Reason and the specific grounds for Employee’s claim within ninety (90) days following the occurrence of the event upon
which Employee’s claim rests, (y) the Company fails to cure such breach within thirty days (30) of receiving such notice (“Cure
Period”), and (z) the Employee gives written notice to the Company to terminate Employee’s employment within fifteen (15)
days following the Cure Period.


 


(f) Notwithstanding
any other provision of this Agreement to the contrary, the Employee shall not be entitled to any payments under Paragraph 6(b) or 6(c),
and the Company shall not be obligated to make such payments, unless (i) the Employee materially complies with the restrictive covenants
by which he is bound (whether pursuant to this Agreement or otherwise), including, but not limited to, any confidentiality agreement
or invention assignment agreement signed by the Employee, and (ii) the Employee executes, delivers and does not revoke a commercially
reasonable general release in form and substance acceptable to both the Company and Employee no later than sixty (60) days following
the effective date of termination of employment. To the extent the Company makes any such payment to the Employee prior to the execution
and delivery or a permissible revocation of the release described in clause (ii) and the Employee fails to execute or deliver the release
or otherwise revokes the release, then the Employee will be obligated to repay to the Company the full amount of any such payment under
Paragraph 6(b) or 6(c), as applicable, theretofore made to the Employee within ninety (90) days following the termination of the Employee’s
employment.


 


7. Death
or Disability. Upon the death or Disability (as defined below) of the Employee prior to the end of the Term, this Agreement shall
terminate and no further payments shall be made other than those provided for by law and the payment of Base Salary up to and including
the termination date, bonus earned and approved by the Committee (pursuant to Paragraph 4(b)), reimbursement of expenses incurred prior
to such termination (pursuant to Paragraph 4(c)), and benefits (pursuant to Paragraph 5) accrued prior to the date of such death or Disability
but not yet paid. For purposes of this Paragraph 7 “Disability” shall mean any physical or mental incapacity that is documented
by qualified medical experts and that results in the Employee’s inability to perform Employee’s essential material duties
and responsibilities for the Company, with reasonable accommodation, for a period of ninety (90) days in any consecutive twelve (12)
month period, all as determined in the good faith judgment of the Board.


 






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8. Restrictive
Covenants. The Employee hereby covenants, agrees and acknowledges as follows:


 


(a) Confidential
Information. In the course of employment by the Company, the Employee will receive and/or be in possession of confidential information
of the Company, its subsidiaries and affiliates and the predecessors and successors of any of them, including, but not limited to, information
relating to: (i) operational procedures, financial statements or other financial information, contract proposals, business plans, training
and operations methods and manuals, personnel records, and management systems policies or procedures; (ii) information pertaining to
future plans and developments; and (iii) other tangible and intangible property that is used in the operations of the Company but not
made public. The information and trade secrets relating to the business of the Company described in this Paragraph 8(a) are hereinafter
referred to collectively as the “Confidential Information,” provided that the term Confidential Information will not include
any information: (x) that is or becomes generally publicly available (other than as a result of violation of this Agreement by the Employee
or someone under Employee’s control or direction) or (y) that the Employee receives on a non-confidential basis from a source (other
than the Company or its representatives) that is not known by him to be bound by an obligation of secrecy or confidentiality to the Company.
References in this Paragraph 8 to the “Company” shall include Cinedigm Corp., and its subsidiaries and affiliates and the
predecessors and successors of any of them.


 


(b) Non-Disclosure.
The Employee agrees that Employee will not, without the prior written consent of the Company, during the period of employment or
at any time thereafter, disclose or make use of any such Confidential Information, except as may be required by law (and, in such case,
he will immediately notify the Company of such disclosure request) or in the course of employment hereunder. The Employee agrees that
all tangible materials containing Confidential Information, whether created by the Employee or others, that come into Employee’s
custody or possession during employment, will be and are the exclusive property of the Company.


 


(c) Return
of Confidential Information and Property. Upon termination of the Employee’s employment for any reason whatsoever, Employee
will immediately surrender to the Company all Confidential Information and property of the Company in Employee’s possession, custody
or control in whatever form maintained (including, without limitation, computer discs and other electronic media), including all copies
thereof. The Employee shall be allowed to make and keep a copy of all personal information, including, but not limited to, personal information
contained in Employee’s contacts directory. Any Confidential Information that cannot be returned or destroyed shall be kept confidential
by the Employee at all times.


 


(d) Injunctive
Relief and Other Remedies. The Employee acknowledges that the foregoing confidentiality provisions are reasonable and necessary
for the protection of the Company and its subsidiaries, affiliates, and divisions, and that they will be materially and irrevocably damaged
if these provisions are not specifically enforced. Accordingly, the Employee agrees that, in addition to any other relief or remedies
available to the Company and its subsidiaries, affiliates and divisions, the Company will be entitled to seek an appropriate injunctive
or other equitable remedy for the purposes of restraining the Employee from any actual or threatened breach of those provisions, and
no bond or security will be required in connection therewith. If any of the foregoing confidentiality provisions are deemed invalid or
unenforceable, these provisions will be deemed modified and limited to the extent necessary to make them valid and enforceable.


 






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9. Tax
Withholding. The Company shall withhold from any compensation and benefits payable under this Agreement all federal, state, local
or other taxes as shall be required pursuant to any law or governmental regulation or ruling.


 


10. Entire
Agreement. This Agreement contains the entire understanding between the parties hereto and supersedes any other agreement between
the Company or any predecessor of the Company or any of its affiliates and the Employee regarding the subject matter hereof.


 


11. Notices.
All notices that are required or may be given pursuant to the terms of this Agreement will be in writing and will be sufficient in
all respects if given in writing and (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested
and postage prepaid, or (iii) sent via a responsible overnight courier, to the parties at their respective addresses set forth above,
or to such other address or addresses as either party will have designated in writing to the other party hereto. The date of the giving
of such notices delivered personally or by carrier will be the date of their delivery and the date of giving of such notices by certified
or registered mail will be the date five days after the posting of the mail.


 


12. General
Provisions.


 


(a) Nonassignability.
Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee or Employee’s beneficiaries
or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Paragraph 12 (a)
shall preclude (i) the Employee from designating a beneficiary to receive any benefit payable hereunder following Employee’s death,
or (ii) the executors, administrators, or other legal representatives of the Employee or Employee’s estate from assigning any rights
hereunder to the person or persons entitled thereto.


 


(b) No
Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or
assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.


 


(c) Binding
Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Employee and the Company and their respective
permitted successors and assigns.


 






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(d) Compliance
with 409A.


 


(i) Notwithstanding
anything herein to the contrary, it is intended that the provisions of this Agreement satisfy the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder (“Section 409A”) and this Agreement shall
be interpreted and administered, as necessary, so that the payments and benefits set forth herein shall be exempt from or shall comply
with the requirements of Section 409A. To the extent that the Company determines that any provision of this Agreement would cause the
Employee to incur any additional tax or interest under Section 409A, the Company shall be entitled to reform such provision to attempt
to comply with or be exempt from Section 409A. To the extent that any provision hereof is modified in order to comply with Section 409A,
such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and
economic benefit to the Employee and the Company without violating the provisions of Section 409A.


 


(ii) Notwithstanding
anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred
compensation” within the meaning of Section 409A upon or following a termination of the Employee’s employment unless such
termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service” and the date of such separation from service shall be the termination date for purposes of any such payment or benefits.
In no event may the Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise
which constitutes a “deferral of compensation” within the meaning of Section 409A.


 


(iii) All
expenses or other reimbursements paid pursuant to this Agreement or other policy or program of the Company that are taxable income to
the Employee shall in no event be paid later than the end of the calendar year next following the calendar year in which the Employee
incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses
or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during
any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year,
and (iii) such payments shall be made on or before the last day of the Employee’s taxable year following the taxable year in which
the expense was incurred.


 


(iv) Nothing
contained in this Agreement or any other agreement between the Employee and the Company or any policy, plan, program or arrangement of
the Company shall constitute any representation or warranty by the Company regarding compliance with Section 409A.


 


13. Entire
Agreement; Modification and Waiver.


 


(a) Entire
Agreement. This Agreement represents the complete agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, promises or representations of the parties, including any prior employment agreement or similar
agreement between the parties.


 






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(b) Amendment
of Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.


 


(c) Waiver.
No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement
of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver
shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically
waived.


 


14. Severability.
If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this
Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and
effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision
not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.


 


15. Headings.
The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.


 


16. Governing
Law. This Agreement has been executed and delivered in the State of California, and its validity, interpretation, performance,
and enforcement shall be governed by the laws of said State other than the conflict of laws provisions of such laws. The Employee and
the Company hereby consent to the jurisdiction of the Federal and State courts located in Los Angeles, California, and each party waives
any objection to the venue of any such suit, action or proceeding and the right to assert that any such forum is not a convenient forum,
and irrevocably consents to the jurisdiction of the Federal and State courts located in Los Angeles, California in any such suit, action
or proceeding.


 


17. Survival
of Provisions. Neither the termination of this Agreement, nor of the Employee’s employment hereunder, will terminate or
affect in any manner any provision of this Agreement that is intended by its terms to survive such termination, including without limitation,
the provisions of Paragraph 8 hereof.


 


18. Authority
to Enter into this Agreement. Both the Company and the Employee represent that they have the authority to enter into this Agreement
and neither party is subject to any restriction or limitation that


 


19. Indemnification.
The Company shall indemnify the Employee in the event the Employee is a party, or is threatened to be made a party, to any threatened,
pending or contemplated action, suit, or proceeding (other than an action by or in the right of the Company) by reason of the fact that
the Employee is an officer or director of the Company against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the Employee in connection with such action, suit, or proceeding if the Employee
acted in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to believe the Employee’s conduct was unlawful.


 


[Signature
page follows]


 





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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Employee has
signed this Agreement, all as of the day and year first above written.


 


	 	CINEDIGM CORP.
	 	 	 
	 	By:	/s/ Christopher
    McGurk
	 	Name: 	Chris McGurk
	 	Title:	Chairman & CEO


 





	 	Employee
	 	 	 
	 	/s/
    John Canning
	 	John K. Canning 


 


 


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