**Exhibit10.1**

** **

**MSA TERMINATION AGREEMENT**

 

ThisMSA Termination Agreement (this “Agreement”) is made and entered into as of the29th day of June, 2010, by and among Golden Minerals Company, a Delawarecorporation (“GMC”); Golden Minerals Services Corporation, formerly named ApexSilver Mines Corporation, a Delaware corporation (“Manager”); Minera SanCristóbal, S.A., a Bolivian *sociedad anonima*(“Company”);Summit Minerals GmbH, formerly named Apex Metals Marketing GmbH, a *Gesellschaft mit beschrankter Haftung* organized under thelaws of Switzerland (“AMM”); SC Minerals Aktiebolag, a *privataktiebolag* organized under the laws of the kingdom of Sweden (“SCM”);Sumitomo Corporation, a corporation organized under the laws of Japan (“Sumitomo”),Comercial Metales Blancos AB, a *privat aktiebolag*organized under the laws of the Kingdom of Sweden (“CMB”) and SC MineralsBolivia S.R.L., a limited liability company organized under the laws of Bolivia(“SCMB”).  GMC, Manager, Company, AMM,SCM, Sumitomo, CMB and SCMB are each referred to herein as a “Party” and,collectively, as the “Parties”, with GMC and Manager being referred to hereinas the “GMC Parties” and Company, AMM, SCM, Sumitomo, CMB and SCMB beingreferred to herein as the “Sumitomo Parties”.

 

**Recitals**

 

A.  The Parties are parties to certain or all ofthe following agreements:

 

(1)           ManagementServices Agreement among Company, AMM and Manager dated as of March 24,2009 (as amended, the “MSA”), as amended by that certain letter agreement amongCompany, AMM, Manager and Sumitomo dated October 1, 2009 (the “MSAAmendment”);

 

(2)           Guaranty ofSumitomo in favor of Manager dated as of March 24, 2009 (the “SumitomoGuaranty”);

 

(3)           LetterAgreement regarding services for Manager’s affiliates and exploration employeematters among Company, Manager and Sumitomo dated March 24, 2009 (the “ManagerAffiliates Letter Agreement”); and

 

(4)           ReorganizedApex Guaranty of GMC in favor of Sumitomo, SCM, AMM, CMB and SCMB, dated March 24,2009 (the “GMC Guaranty”).

 

TheMSA, Sumitomo Guaranty, Manager Affiliates Letter Agreement and GMC Guarantyare referred to collectively herein as the “MSA Agreements”.  Capitalized terms not otherwise defined inthis Agreement have the meanings set forth in the MSA Agreements.

 

B.  The Parties have reached certain agreementsregarding termination of the MSA Agreements.

 

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**Agreement**

 

Inconsideration of the mutual covenants and conditions set forth herein and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties, intending to be legally bound, agree asfollows.

 

**Article I**

 

**Payment, Termination andRelease**

 

1.1           Termination Payment.  On June 30, 2010 (the “Effective Date”),Company shall pay to Manager the sum of US $3,200,000.00, which payment (a) satisfiesthe obligation of Company pursuant to the proviso in Section 13.7 of theMSA to pay a termination fee of US $1,000,000.00, (b) includes anincentive fee in the amount of US $525,000.00 (the “Incentive Fee”) payable byCompany to Manager for the six-month period commencing on January 1, 2010and ending on the Effective Date, as estimated on the Effective Date inaccordance with the methodology set forth in Schedule A hereto (based on anIncentive Fee Payment Percentage of 70%) and subject to adjustment pursuant to Section 1.2(a)(i),(c) satisfies the obligation of Manager to pay a fee of US $30,000.00 toCompany in respect of MSC Services (as defined in the Manager Affiliates LetterAgreement) for the period of July 1, 2010 through September 30, 2010,and (d) satisfies the obligation of Company to pay a total amount of US$75,000.00 (the “Study Fee Balance”) to Manager in respect of all feesremaining to be paid under the AFE (defined below) for the completion of theFeasibility Study (defined below). Provided Company has complied with its obligation under this Section 1.1,no amount of Fee shall be due or payable after the Effective Date.  For the avoidance of doubt, no AnnualIncentive Fee shall be payable in respect of calendar year 2010.

 

1.2           Subsequent Settlement.

 

(a)           The Parties agree that, on July 31,2010,

 

(i)            Company shall pay toManager, or Manager shall pay to Company, as applicable, such amount as shallbe required to be paid in order to cause the Incentive Fee to be based on theCompany’s actual cash cost of producing a tonne of concentrate in the first twoquarters of calendar year 2010 compared to the budget expectation for thatperiod, calculated in accordance with the methodology set forth in Schedule Ahereto, and

 

(ii)           Company shall pay to ManagerReimbursable Expenses not previously paid and to the extent documented inaccordance with past practice.  Managerand Company will concurrently provide for positive or negative adjustments, asthe case may be, for estimated Reimbursable Expenses from any previous month toreflect actual amounts incurred, as previously contemplated by Section 4.3(b) ofthe MSA and in accordance with past practice.

 

The payments referenced in this Section 1.2(a) shallbe set off against each other, so that only one net payment shall be madepursuant to this Section 1.2(a) between Company and Manager.

 

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(b)           Manager shall present toCompany its calculation of the payments due from Company and from Manager,together with the calculation of the net payment due, pursuant to Section 1.2(a) onor before July 20.  Company shalldeliver to Manager within seven days of receipt of the calculations a noticestating that it agrees with the calculations or setting forth, in reasonabledetail, any dispute as to the calculations and the basis for such dispute.  A notice of Company setting forth a disputeas to the calculations shall be deemed a Dispute Notice, and Company and Managershall proceed to resolve such dispute in accordance with Sections 4.4(g) and(h) of the MSA.  If Company deliversa Dispute Notice, no payments pursuant to Section 1.2 shall be made untilthe amounts of such payments have been agreed by Company and Manager orresolved as set forth herein.

 

1.3           Termination.  Provided that Company has complied with itsobligation under Section 1.1:

 

(a)           The MSA shall be terminatedeffective on the Effective Date, provided that:

 

(i)            Sections 4.1 (only withrespect to the second, third and fourth sentences thereof), 10.1(b), 11.1,11.2, 11.3(b) (only with respect to the proviso thereof), 11.4, 13.7, 14.1and 14.2 of the MSA shall survive termination and remain in full force andeffect,

 

(ii)           Schedule F to the MSA shallsurvive termination and remain in full force and effect until, and shallterminate on, the earlier of December 31, 2010 and the date that Managersells the Plane (whether by a sale of the Plane or by the sale of Aero Lipez)to a third party (which may include Company) (the “Aerolipez Termination Date”),

 

(iii)          Manager shall complete itswork in respect of the Feasibility Study (defined below), as set forth in thisAgreement, and

 

(iv)          The indemnity of Company setforth in the MSA Amendment shall survive termination and remain in full forceand effect.

 

(b)           The Manager AffiliatesLetter Agreement shall be terminated effective (i) with respect to allExploration Services and those MSC Services provided to Manager Affiliatesother than Aerolipez SRL, on September 30, 2010 or such earlier date asManager elects by written notice to Company, and (ii) with respect to MSCServices provided to Aerolipez SRL, on the Aerolipez Termination Date;provided, however, that, to the extent any MSC Services are provided toAerolipez SRL after September 30, 2010, Manager shall pay to Company a feeof $2,000.00 per month (or portion of a month) after September 30, 2010during which such MSC Services are provided, instead of the US $10,000 monthlyfee set forth in the Manager Affiliates Letter Agreement.  Manager and Company agree that,notwithstanding the foregoing, Manager shall, and shall cause ManagerAffiliates to, cause the full and unconditional release and discharge of anyemployee of Company from his functions, duties, responsibilities andliabilities in his capacity as director or manager of Manager and ManagerAffiliates, as applicable (including any other fiduciary capacity with any suchEntity), as soon as practicable but in any 

 

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event no later than (x) with respect to ManagerAffiliates other than Aerolipez SRL, September 30, 2010, and (y) withrespect to Aerolipez SRL, the Aerolipez Termination Date.

 

(c)           The Sumitomo Guaranty shallbe terminated effective on the Effective Date, provided that (i) theSumitomo Guaranty shall not be terminated and shall remain in full force andeffect with respect to (and only with respect to) (x) the obligations ofCompany under the MSA that survive termination and (y) the obligations ofCompany under this Agreement, and (ii) notwithstanding anything herein tothe contrary, the Sumitomo Guaranty shall be terminated (including, withoutlimitation, with respect to the obligations of Company under the MSA thatsurvive termination and the obligations of Company under this Agreement) and beof no further effect on June 30, 2020 (or, if later, the expiration of theapplicable statutes of limitation).

 

(d)           The GMC Guaranty shall beterminated effective on the Effective Date with respect to (and only withrespect to) the obligations of Manager under the MSA (the “MSA Obligations”),provided that (i) the GMC Guaranty shall not be terminated and shallremain in full force and effect with respect to (and only with respect to) (x) theMSA Obligations that survive termination and (y) the obligations ofManager under this Agreement, and (ii) notwithstanding anything herein tothe contrary, the GMC Guaranty shall be terminated with respect to (and onlywith respect to) all MSA Obligations (including, without limitation, withrespect to the MSA Obligations that survive termination) and the obligations ofManager under this Agreement effective on June 30, 2020 (or, if later, theexpiration of the applicable statutes of limitation).  For the avoidance of doubt, nothing in thisAgreement shall affect the GMC Guaranty as it relates to, and the GMC Guarantyremains in full force and effect with respect to, any “Guaranteed Obligations”(as defined under the GMC Guaranty) to be performed under any document,instrument or agreement other than the MSA or this Agreement.

 

1.4           Releases.

 

(a)           Provided that Company hascomplied with its obligation under Section 1.1, as of the Effective Dateeach of the GMC Parties (on its own behalf and on behalf of the ManagerAffiliates (as defined in the Manager Affiliates Letter Agreement)) knowinglyand voluntarily releases each of the Sumitomo Parties, its officers, directors,Affiliates, successors and assigns, from any and all claims, suits, demands,actions or causes of action of any kind or nature whatsoever, whether theexistence of such claims or the underlying facts are known or unknown, whetherin law or at equity, which such party now has or claims, or might in the futurehave or claim (collectively, the “GMC Claims”), pertaining to or arising out ofthe MSA Agreements other than GMC Claims arising after the Effective Date andpertaining to or arising out of the provisions of the MSA Agreements thatsurvive termination of the MSA Agreements or pertaining to or arising out ofany breach or default by any Sumitomo Party under this Agreement, which claimsare not released hereby.

 

(b)           Provided that Company hascomplied with its obligation under Section 1.1, as of the Effective Dateeach of the Sumitomo Parties knowingly and voluntarily releases each of the GMCParties, its officers, directors, Affiliates, successors and assigns, from anyand all claims, suits, demands, actions or causes of action of any kind ornature whatsoever, whether the existence of such claims or the underlying factsare known or unknown, whether in law or at equity, which such party now has orclaims, or might in the future have or claim (collectively, 

 

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the “Sumitomo Claims”), pertaining to or arising outof the MSA Agreements other than Sumitomo Claims arising after the EffectiveDate and pertaining to or arising out of the provisions of the MSA Agreementsthat survive termination of the MSA Agreements or pertaining to or arising outof any breach or default by any GMC Party under this Agreement, which claimsare not released hereby.

 

**Article II**

 

**Transition Matters**

 

2.1           60 K Feasibility Study.  Manager is managing the performance of thirdparty services related to the completion of a feasibility study (the “FeasibilityStudy”) regarding the potential expansion of the San Cristobal concentrator andrelated facilities to a throughput capacity of 60,000 tonnes of ore per day,pursuant to MSC Authorization For Expenditure for the 60K Expansion FeasibilityStudy (the “AFE”).  Manager’s expensesfor work on the Feasibility Study are paid by Company pursuant to the AFE, andare not part of the Fee or the Study Fee Balance.  Company and Manager agree that Manager willcomplete the work contemplated by the AFE, and Company will continuereimbursing Manager for its expenses incurred pursuant to the AFE in accordancewith past practice (it being understood that any and all fees remaining to bepaid to Manager pursuant to the AFE shall be deemed included in the Study FeeBalance and paid pursuant to Section 1.1). Company and Manager anticipate that Manager’s work pursuant to the AFEwill be completed in July 2010. Manager hereby irrevocably assigns to Company all right, title andinterest of Manager (now or hereafter existing) to the Feasibility Study andthe contract pursuant to which such Feasibility Study was performed.  Manager shall perform such further acts andexecute and deliver such further documents, in each case as reasonablyrequested by Company, to give effect to the foregoing assignment.

 

2.2           Reimbursable Expenses.  As contemplated by Section 13.7(a)(ii) ofthe MSA, following the Effective Date, Manager shall continue to preparemonthly invoices for and provide documentation with respect to ReimbursableExpenses attributable to Services performed prior to the Effective Date inaccordance with past practice, and Company shall pay such invoices inaccordance with past practice.

 

2.3           Cooperation.  Each of the Parties shall take all actions,and do all things, reasonably necessary, proper or advisable on its part tocooperate with the other Parties and make effective the actions contemplated bythis Agreement, including (i) executing and delivering any and all furthermaterials, documents and instruments as may be reasonably requested by anotherParty, and (ii) providing information (including without limitationfinancial and tax information), records and documents (electronic or otherwise)regarding Company or Manager or their respective subsidiaries to other Partiesas appropriate or required in connection with the Parties’ consummation of thetransactions contemplated hereby.

 

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**Article III**

 

**Representations andWarranties**

 

3.1           Representations of Parties.  Each GMC Party represents and warrants toeach Sumitomo Party, and each Sumitomo Party represents and warrants to eachGMC Party, that as of the date of this Agreement and as of the Effective Date:

 

(a)           it is duly incorporated orregistered and validly existing under the laws of the jurisdiction in which itwas formed;

 

(b)           it has full organizationalpower and authority to conduct its business, to own its properties and performits obligations under this Agreement;

 

(c)           the execution, delivery andperformance of its respective obligations under this Agreement have been dulyauthorized by all necessary corporate or other organizational action, and thisAgreement has been duly executed and delivered by it and is a valid, legal andbinding obligation of such Party, enforceable against it in accordance with itsterms, except as such enforcement may be limited by bankruptcy, insolvency,moratorium or other laws of general application affecting the rights ofcreditors;

 

(d)           neither the execution northe delivery by such Party of this Agreement nor the performance by that Partyif its obligations hereunder (i) conflicts with, violates, or results in abreach of any Law applicable to such Party; (ii) conflicts with, violatesor results in a breach of any material term or condition of any judgment,decree, material agreement or material instrument to which such Party is aparty or by which such Party or any of its properties or assets are bound, orconstitutes a default under any such judgment, decree, material agreement ormaterial instrument; or (iii) violates any provision of its organizationaldocuments;

 

(e)           no approval, authorization,order or consent of, or declarations, registration or filing with, anyGovernmental Authority is required for the valid execution, delivery andperformance by that Party of this Agreement, except such as have been dulyobtained or made; and

 

(f)            there is no action, suit orproceeding before or by any court or Governmental Authority or, to the Party’sknowledge, threatened against such Party, or its Affiliates, which is likely toresult in an unfavorable decision, ruling or finding that would materially andadversely affect the validity or enforceability of this Agreement, or wouldmaterially and adversely affect the performance by such Party of itsobligations hereunder.

 

**Article IV**

 

**Miscellaneous**

 

4.1           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401OF THE NEW YORK GENERAL OBLIGATIONS LAW, WITHOUT REGARD TO ANY CHOICE ORCONFLICTS OF LAW PROVISION OR RULE 

 

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THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANYJURISDICTION OTHER THAN THE STATE OF NEW YORK.

 

4.2           Submission to Jurisdiction;Waiver of Jury Trial; Service of Process.

 

(a)           Each Party hereby(i) submits to the exclusive jurisdiction of any New York State or UnitedStates federal court located in the Borough of Manhattan, The City of New York,for the purpose of any Legal Proceeding arising out of or relating to thisAgreement, (ii) agrees that all claims in respect of any such LegalProceeding may be heard and determined in such courts, and(iii) irrevocably waives (to the extent permitted by applicable Law) anyobjection which it now or hereafter may have to the laying of venue of any suchLegal Proceeding brought in any of the foregoing courts, and any objection onthe ground that any such Legal Proceeding in any such court has been brought inan inconvenient forum.

 

(b)           EACH PARTY HERETO HEREBYAGREES TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ORCAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT ORTHE TRANSACTIONS CONTEMPLATED HEREBY IN ANY LEGAL PROCEEDING OF ANY TYPEBROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITHRESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH PARTY AGREES THAT ANY SUCH CLAIM ORCAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT IN ANY WAY LIMITING THE FOREGOING,THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY ISWAIVED BY OPERATION OF THIS SECTION 4.2(B) AS TO ANY ACTION,COUNTERCLAIM, OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TOCHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONHEREOF.  THIS WAIVER SHALL APPLY TO ANYSUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THISAGREEMENT.  A COPY OF THIS SECTION 4.2(B) MAY BEFILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE RIGHT TO TRIAL BYJURY AND CONSENT TO TRIAL BY COURT.

 

4.3           Notices.  Unless otherwise provided herein, allnotices, requests, consents or other communications which any Party may desireor be required to give hereunder shall be in writing in the English languageand shall be delivered by hand or overnight courier service, mailed byregistered or certified mail, or sent by facsimile transmission, as follows:

 

To Company:                                                                  Minera SanCristóbal, S.A.Calle 15, CalacotoTorre Ketal, Piso 5La Paz, 15BoliviaAttention:  PresidentTel:  +591-2-243-3800Fax:  +591-2-243-3737Email: haruo.matsuzaki@minerasancristobal.com

 

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With a copy to:                                                       SumitomoCorporation8 11, Harumi, 1 chome,Chuo ku, Tokyo, 104 8610 JapanAttention:  General Manager of the SanCristóbal Project DepartmentFax:  +81 3 5166 6423Email: takahiro.izuta@sumitomocorp.co.jp

 

To Manager:                                                                     Golden MineralsServices Corporation350 Indiana Street, Suite 800Golden, Colorado 80401U.S.A.Attention:  PresidentTel:  (303) 839-5060Fax:  (303) 839-5907Email: jeffrey.clevenger@goldenminerals.com

 

Anynotice given as provided in this Agreement shall be in writing and may bepersonally served, telexed or sent by telefacsimile or United States mail orcourier service and shall be deemed to have been given when delivered in personor by courier service and signed for against receipt thereof, upon receipt oftelefacsimile or telex with evidence of proper transmission to and of receiptby the addressee.

 

Notwithstandinganything to the contrary, delivery of notice by electronic transmission viaemail between or among any of Manager, Company and AMM with a notation in thesubject line “MSC Management Services Agreement — Formal Notice” shall beeffective, provided that such notice be followed by facsimiletransmission within three (3) Business Days after the delivery ofsuch electronic notice.

 

4.4           Payments.              All payments required to bemade pursuant to this Agreement shall be made by wire transfer of immediatelyavailable funds in US dollars to such account as the Party receiving suchpayment shall specify in writing (which may be by email) to the Party makingsuch payment.

 

4.5           Obligations of Subsidiaries.  Each of GMC and Sumitomo hereby agrees tocause its subsidiaries that are Parties to this Agreement to perform itsobligations hereunder.

 

4.6           Assignment.  This Agreement may not be assigned by anyParty hereto without the other Parties’ prior written consent.

 

4.7           Entire Agreement;Severability.  ThisAgreement constitutes the entire understanding between the Parties hereto withrespect to the subject matter hereof and supersedes in its entirety any prioragreements between the Parties with respect to the subject matter hereofwhether written or oral including, but not limited to, the Management andServices Agreement between Manager and Company, dated September 25,2006.  No waiver or amendment ormodification of the terms hereof shall be valid unless signed in writing by theParties hereto and only to the extent therein set forth.  If any term or provision of this Agreement

 

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or any portion of a term or provision hereof or theapplication thereof to any Person or circumstance shall, to any extent, beinvalid or unenforceable, the remainder of this Agreement, or the applicationof such term or provision or portion thereof to Persons or circumstances otherthan those as to which it is held invalid or unenforceable, shall not beaffected thereby, and each term and provision of this Agreement and eachportion thereof shall be valid and enforced to the fullest extent permitted bylaw.

 

4.8           No Waiver.  The failure of any Party to enforce at anytime or for any period of time any other provision of this Agreement shall notbe construed as their waiver of such provision or the right of a Party tosubsequently enforce each and every provision.

 

4.9           Binding Effect.  This Agreement shall be binding upon andinure to the benefit of the Parties hereto and their respective legalsuccessors and permitted assigns.

 

4.10         Headings and Titles.  Titles and headings appearing at thebeginning of any subdivision are for convenience only and for not constituteany part of any such subdivision and shall be disregarded in construing thelanguage contained in this Agreement.

 

4.11         Amendment; Counterparts.  This Agreement may be amended only in writingsigned by all of the Parties.  ThisAgreement may not be executed in separate counterparts.

 

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**IN WITNESS WHEREOF,**this Agreement has beenexecuted by the Parties hereto as of the date first written above.

 
|   | **GOLDEN MINERALS COMPANY**              |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      | /s/ Jerry W. Danni |
|   |                                     | Name: | Jerry W. Danni |
|   |                                     | Title: | Executive Vice President |
|   |                                     |   |   |
|   |                                     |   |   |
|   | **GOLDEN MINERALS SERVICES CORPORATION** |
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      | /s/ Jerry W. Danni |
|   |                                     | Name: | Jerry W. Danni |
|   |                                     | Title: | Executive Vice President |
|   |                                     |   |   |
|   |                                     |   |   |
|   | **MINERA SAN CRISTÓBAL, S.A.**      |
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      | /s/ Haruo Matsuzaki |
|   |                                     | Name: | Haruo Matsuzaki |
|   |                                     | Title: | President |
|   |                                     |   |   |
|   |                                     |   |   |
|   | **SUMMIT MINERALS GMBH**                 |
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      | /s/ Takunari Ikegami |
|   |                                     | Name: | Takunari Ikegami |
|   |                                     | Title: | President |
|   |                                     |   |   |
|   |                                     |   |   |
|   | **SUMITOMO CORPORATION**                 |
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      | /s/ Takahiro Izuta |
|   |                                     | Name: | Takahiro Izuta |
|   |                                     | Title: | Corporate Officer |

 

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|   | **SC MINERALS AKTIEBOLAG**       |
|--------|----------------------------------|
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              | /s/ Takahiro Izuta |
|   |                             | Name: | Takahiro Izuta |
|   |                             | Title: | President |
|   |                             |   |   |
|   |                             |   |   |
|   | **COMERCIAL METALES BLANCOS AB** |
|   |                             |   |   |
|   | By:                              | /s/ Takahiro Izuta |
|   |                             | Name: | Takahiro Izuta |
|   |                             | Title: | President |
|   |                             |   |   |
|   |                             |   |   |
|   | **SC MINERALS BOLIVIA S.R.L.**   |
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              | /s/ Haruo Matsuzaki |
|   |                             | Name: | Haruo Matsuzaki |
|   |                             | Title: | President |

 

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