Exhibit 10.9


 


JOINT VENTURE AGREEMENT


 


JOINT
VENTURE AGREEMENT, dated as of November 1, 1996, by and  between SB Holdings (Europe) Ltd.
(“SOFTBANK”), a company organized under the laws of the United Kingdom, and
Yahoo! Inc., a California corporation (“Yahoo”).


WHEREAS,
Yahoo offers in the United States and certain other geographic areas certain
on-line navigational services on the World Wide Web, including, without
limitation, the Yahoo! Internet Guide.


WHEREAS,
SOFTBANK through its affiliates Ziff-Davis UK, Ltd., Ziff-Davis France, SA and
Ziff-Davis Verlag, GmbH (the “ZD Affiliates”) is a leading computer publisher
in the United Kingdom, France and Germany;


WHEREAS,
an affiliate of SOFTBANK indirectly owns a minority interest in Yahoo; and


WHEREAS,
SOFTBANK and Yahoo, directly or through wholly owned affiliates, wish to
jointly form  joint venture companies in
Germany, the United Kingdom, and France (each a Company, collectively, the
“Companies”), to establish and manage versions of the Yahoo Internet Guide for
the United Kingdom, France and Germany (the “Territories”), develop related
on-line navigational services, and conduct other related businesses;


NOW,
THEREFORE, the parties hereby agree as follows:


1.                                       OBJECTIVES OF
THE COMPANIES


The
objectives of the Companies shall be to engage in the businesses set forth
below:


(i)            establishment
and management in the Territories of localized versions of the Yahoo Internet
Guide to be branded with the Yahoo! name such as Yahoo! UK, Yahoo! France, and
Yahoo! Germany (the “Localized Guides”), all as set forth in the Business Plan
attached as Exhibit A (the “Business Plan”);


(ii)           development and commercialization of related on-line
navigational services and other Yahoo branded products within the Territories
including off line products and publications (other than as specified in 1(v)
below) as described in the Business Plan;


(iii)          related sale of on-line advertisement space through its own
efforts or through one or more third party sales representatives;


(iv)          addition of specific informational content to the Localized
Guide in each of the Territories;


(v)           business
cooperation with any localized versions of “Yahoo! Internet Life” (or one or
more similar publications) published by ZD Affiliates;

















 


(vi)          business cooperation in the production of localized
versions of the online publication “ZD/Yahoo! computing” (or one or more
similar publications) to be published on the Internet by ZD Affiliates; and


(vii)         other businesses relating to the foregoing as agreed upon by
the parties from time to time.


2.                                       SALE AND
PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.


(a)           Prior to
this date, Yahoo has organized the Companies in the Territories and has
invested, or shall invest (including amounts counted as surplus capital), the
aggregate amount of $1,400,000 in the Companies. Subject to the terms and
conditions hereof and pursuant to such subscription agreements as local law may
require, the Companies shall issue, and Yahoo (to the extent it has not already
fully subscribed) and SOFTBANK shall subscribe to shares (or other ownership
interests as local law may dictate) of each of the Companies so that after such
subscriptions SOFTBANK shall own a 30% interest in each such Company and Yahoo
shall own a 70% interest.  The total to
be contributed by SOFTBANK for its shares in all the Companies shall total
$600,000 (including surplus capital). 
The Companies are also reimbursing each of the parties for activities
taken prior to this date on behalf of the Companies and assuming any
obligations incurred on behalf of the Companies.


(b)           Each party
shall make such additional contributions to the capital of the Companies (above
the amounts in (a)) as the Board of Directors shall determine in good faith are
required to carry out the Business Plan, up to an aggregate additional
contribution by Yahoo of $1,400,000 (for a total aggregate contribution of
$2,800,000), and by SOFTBANK, of an additional $600,000 (for a total aggregate
contribution by SOFTBANK of $1,200,000.


(c)           Yahoo may
transfer up to 10% of its shares in the Companies to a third party subject to
SOFTBANK’s consent to that party, which should not be unreasonably
withheld.  If the parties shall mutually
determine that such third party shall hold more than 10% of the Companies, that
third party’s shares above 10% shall be transferred pro rata from Yahoo and
SOFTBANK or additional shares may be issued by such third party so that Yahoo’s
and SOFTBANK’s interests are diluted pro rata.


3.                                       REPRESENTATIONS
AND WARRANTIES OF SOFTBANK


SOFTBANK
hereby represents and warrants to Yahoo as follows:


(a)           SOFTBANK
has been duly incorporated, and is a validly existing corporation under the
laws of the UK and has full power and authority to enter into and perform this
Agreement.


(b)           This
Agreement has been duly authorized, executed and delivered by SOFTBANK and
constitutes a valid and binding agreement of SOFTBANK, enforceable against
SOFTBANK in accordance with its terms.


(c)           No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of SOFTBANK is
required in


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connection
with the execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby.


4.                                       REPRESENTATIONS
AND WARRANTIES OF YAHOO


Yahoo
represents and warrants to SOFTBANK as follows:


(a)           Yahoo has
been duly incorporated and is a validly existing corporation in good standing
under the laws of the State of California, and has full power and authority to
enter into and perform this Agreement.


(b)           This
Agreement has been duly authorized, executed and delivered by Yahoo and
constitutes a valid and binding agreement of Yahoo, enforceable against Yahoo
in accordance with its terms.


(c)           No
consent, approval or authorization of or declaration or filing with any
governmental authority or other person or entity on the part of Yahoo is
required in connection with the execution or delivery of this Agreement or the
consummation of the transactions contemplated hereby.


5.                                       LICENSE/SERVICES
AGREEMENTS


(a)           Concurrently
with the execution of this Agreement, Yahoo shall enter into license
agreements, in the forms attached hereto in Exhibit B (the “License
Agreements”), with each of the Companies.


(b)           Concurrently
with the execution of this Agreement, the ZD Affiliates are entering into
Services Agreements in the forms attached in Exhibit C with each of the
Companies (the “Services Agreements”).


6.                                       BOARD OF
DIRECTORS; STATUTORY AUDITORS


(a)           Subject to
permissible corporate law in each of the Territories, the Companies shall be
managed by a single Board of Directors with five members.  SOFTBANK shall designate two Directors and
Yahoo shall designate three Directors. 
To the extent local law does not permit the Companies to have a single
Board of Directors, Yahoo and SOFTBANK shall create a Management Committee of
five members which shall act in the same way as the single Board of Directors
would act and each party shall cause the members of each Board of Directors or
other similar management group in each of the Territories to act in accordance
with the determination of that Management Committee.  If such a Management Committee is set up, any reference to the
Board of Directors or to Directors shall be deemed a reference to the Management
Committee and to the members of that Committee.


(b)           To the
extent required by local law, each Company shall have one Statutory Auditor,
which shall be designated by Yahoo.


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(c)           The
Companies shall have a Managing Director, who shall also be the President (or
similar officer) of each Company. The President and Managing Director shall be
a nominee of Yahoo, subject to Softbank’s approval, not unreasonably withheld.


(d)           In case of
a vacancy in the office of Director, Statutory Auditor or Managing Director
during the term of office for whatever reason, the vacancy shall be filled by
the party that nominated the Director, Statutory Auditor or Managing Director
whose office became vacant, but still subject in the case of Managing Director
to SOFTBANK’s approval, not unreasonably withheld.


(e)           At any
annual or special meeting of shareholders or any meeting of the Board of
Directors of any Company called for such purpose, each party shall vote or
cause to be voted all shares owned by it for the election of nominees
designated as Directors, Statutory Auditor or Managing Director in accordance
with this Section 6 and otherwise as may be necessary to implement the
provisions of this Agreement.


(f)            No change
shall be made in the number and/or allocation of Directors, Statutory Auditor
or Managing Director as stated in this Section 6 or in the Articles of
Incorporation (or similar corporate document) of any Company; provided that if
the parties’ respective shareholdings change in a material way, the parties
shall adjust the number and allocation of Directors if and to the extent
appropriate so that their respective representation on the Board and in that
Company is generally proportionate to their respective shareholdings.


7.                                       MANAGEMENT OF
THE COMPANIES


(a)           The Board
of Directors shall be responsible for establishing the overall policy and
overall operating policies with respect to the business affairs of the
Companies.


(b)           Except as
otherwise required by mandatory provisions of law and as otherwise provided
herein, resolutions of the Board of Directors shall be adopted only by the
affirmative vote of a majority of the Directors present at a meeting duly
called at which a quorum is present.  A
majority of the Board of Directors shall constitute a quorum for the
transaction of business provided at least one Director designated by SOFTBANK
is present.  Board meetings shall be
held in accordance with applicable local law provided that the Board of
Directors shall meet no less frequently than once in each calendar month.  Any Director may attend a Board meeting by
conference telephone.


(c)           Notwithstanding
the general provisions set forth above, in addition to any special approval
requirements under the Articles of Incorporation (or similar  corporate document) or under local law, each
of the following corporate actions may be taken by a Company only (x) in the
case of any action that is permitted by law or under the Articles of Incorporation
to be taken by the Board of Directors alone, only upon authorization by
affirmative vote of at least one SOFTBANK director and at least one Yahoo
director and (y) in the case of actions required by law or the Articles of
Incorporation to be approved by the Company’s shareholders, only upon
authorization by affirmative vote of both Yahoo and SOFTBANK as shareholders:


 


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(i)            any
merger or consolidation, whether or not the Company is the surviving
corporation; any sale, lease, exchange or other disposition of all or
substantially all of the assets of the Company; any acquisition of all or
substantially all of the capital stock or assets of any other entity; or the
liquidation or voluntary dissolution of the Company;


(ii)           any sale, lease, exchange or other disposition of
substantial assets (except in the ordinary course of business) of the Company;


(iii)          any capital expenditure of $100,000 or more, except as may
be specified in the Business Plan;


(iv)          the raising of additional equity capital or the issuance or
sale of any debt or equity securities (including any shareholder loan or
guaranty) above the amounts specified in Section 2(b) above, and the terms
thereof, whether or not in connection with a call for additional capital
pursuant to Section 8 hereof;


(v)           any
declaration or payment of any dividend or other distribution, directly or
indirectly, on account of any shares of capital stock of the Company, or any
redemption, retirement, purchase or other acquisition, directly or indirectly,
by the Company of any such shares (or of any warrants, rights or options to
acquire any such shares);


(vi)          the incurrence or guarantee (directly or indirectly) by the
Company with respect to any indebtedness for borrowed money in excess of
$50,000;


(vii)         any amendment, alteration or repeal of any provision of the
Articles of Incorporation (or similar corporate document) of the Company; or


(viii)        engagement in any business other than as set forth in Section
1 hereof and activities incidental thereto, either directly or through any
corporation or other entity in which the Company has, directly or indirectly,
an equity interest;


(ix)           approval of an annual business plan and operating budget
for the Company (which shall be made no later than thirty (30) days prior to the
commencement of each fiscal year of the Company), and any determination to
deviate in any material respect from such business plan or budget as so
approved;


(x)            except
as may be set forth in the Business Plan, the authorization of execution of any
contract or agreement (i) having a period of performance greater than one year,
(ii) involving aggregate payments or consideration in excess of $100,000, (iii)
involving any license of trademarks, patents, copyrights or other intellectual
property rights of the Company, and (iv) between the Company and any officer,
shareholder or Director of the Company (or their respective affiliates), and
any waiver or variance of any contract described in (i)-(iv) above; or


(xi)           except as may be set forth in the Business Plan,
compensation for all officers, Directors and Statutory Auditors of the Company.


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To
the extent permitted by applicable law, the foregoing approval  requirements shall at all times also be set
forth in the Articles of  Incorporation
of the Company, unless amended as set forth.


8.                                       ADDITIONAL
CAPITAL


Subject
to Section 7(c) hereof, the Board of each Company may, by  written notice to the parties, call for the
parties to subscribe for  additional
shares of capital stock of the Company or to make loan guarantees or loans to
the Company in proportion to their respective holdings of common stock above
the amounts specified in Section 2(b). 
If one party shall decline to subscribe to additional shares above the
amounts specified in Section 2(b), and the other party shall subscribe to
additional shares, the subscribing party’s total percentage of shares shall
increase and the non-subscribing party’s ownership interest may thereby be
diluted.


9.                                       DISPOSITION OF
COMMON STOCK


Neither
party shall directly or indirectly sell, assign, transfer or otherwise dispose
of, or pledge or otherwise encumber, any shares of common stock of any Company
without the prior consent of the other party except to an affiliate of that
party provided, however, the selling party shall continue to be liable for all
of its obligations.


10.                                 ACCOUNTING; ACCESS TO
INFORMATION


(a)           The fiscal
year of each Company shall be the calendar year.


(b)           Each
Company shall maintain its accounts and prepare its financial statements
(including, without limitation, a balance sheet, profit and loss statement and
statement of cash flows) in accordance with generally accepted accounting
principles applicable in the country of incorporation, and shall cause its
annual financial statements to be audited by an internationally recognized
independent auditing firm reasonably acceptable to each party, and such
financial statements and the auditors’ opinion to be delivered to each party no
later than sixty (60) days following the end of each fiscal year.  Each Company also shall deliver to each
party unaudited monthly and quarterly financial statements within thirty days
following the end of each month or fiscal quarter, as the case may be,
certified (in the case of quarterly financial statements) by the chief
accounting officer of the Company.  All
financial statements shall be accurately and completely translated into English
prior to delivery to SOFTBANK or Yahoo, and shall be accompanied by a
reasonably detailed schedule that sets forth the differences between the
generally accepted accounting principles applied in that Company’s country of
incorporation and U.S. generally accepted accounting principles as applied to
such financial statements.


(c)           Each party
shall, during all business hours and at all other times as reasonable, have
access to the books and records of each Company and to the legal, tax and
auditing personnel of that Company, internal and external; provided, however,
that the cost and expense necessary for such inspection shall be borne by the
party making the inspection.


11.                                 TERM OF THE AGREEMENT


 


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(a)           Subject to
Section 12, this Agreement shall remain in effect perpetually, provided that,
if for the calendar year ending December 31, 2001, or for any calendar year
thereafter, (x) the “primary business” of the Companies, taking all three
companies taken together, shall have been unprofitable for more than two
quarters in succession within that year and also shall have been unprofitable
for tha entire year and (y) Yahoo and SOFTBANK, in good faith, differ with
respect to the future business plans and prospects of the Companies, then
Yahoo! shall have the right to terminate the Agreement, which termination shall
be effective ninety (90) days following notice thereof to SOFTBANK.  For purposes of this paragraph the “primary
business” of the Companies shall mean the business of providing the Localized
Guides and selling ad space in connection with or obtaining other revenues from
those Guides; all other products and services of the Companies shall be
excluded.


(b)           Upon
termination of this Agreement pursuant to Section 11(a) above, Yahoo shall
purchase all of the interests in the Companies then owned by SOFTBANK for a
price equal to SOFTBANK’s percentage share (based on its stock ownership) of
the fair market value of the Companies determined (x) as if they were going
concerns, i.e., continuing in the business with all of their rights and
obligations including continued rights under the License Agreement from Yahoo
and (y) in light of rights under the customary appraisal methods and standards
(including, without limitation, such factors as recent historical cash flow and
earnings, book value of tangible and intangible assets, available valuations of
comparable companies and the parties’ total investment in the Companies).  In the event that the parties cannot agree
on the fair market value of the Companies within thirty (30) days following
Yahoo’s notice of termination, the fair market value will be determined by an
independent investment banking or appraisal firm selected by Yahoo from three
such firms nominated in good faith by SOFTBANK.  Such determination (i) shall be limited solely to selecting
between two alternative amounts of fair market value provided to such firm by
Yahoo and SOFTBANK respectively (which shall be provided within thirty (30)
days following selection of the appraiser), (ii) shall be finally made by the
appraiser within thirty (30) days following the receipt of the proposed amounts
from the parties, and (iii) shall be conclusive and binding on all parties
concerned.  The fees and expenses
associated with any such investment banking or appraisal firm shall be borne by
the non-prevailing party in such proceeding.


12.                                 TERMINATION OF THE AGREEMENT


(a)           If either
party fails in any material respect to perform or fulfill in the time and
manner herein provided any obligation or condition herein required to be
performed or fulfilled by such party, and if such default shall continue for
sixty (60) days after written notice thereof from the other party, then the
other party shall have the right to terminate this Agreement by written notice
of termination to the defaulting party at any time after such sixty (60) days.  Either party may also terminate this
Agreement immediately by giving a written notice to the other party in the
event such other party shall be dissolved or liquidated or declared insolvent
or bankrupt.


(b)           Upon
termination of this Agreement by SOFTBANK pursuant to the foregoing Section
12(a), SOFTBANK shall have the right to put its shares to Yahoo pursuant to the
valuation described in Section 11(b) above. 
Upon termination by Yahoo pursuant to Section


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12(a), then
Yahoo shall have the right to commence dissolution of the Companies in
accordance with applicable law.


(c)           Termination
of this Agreement for any reason shall not release either party from any
liability which at the time of termination has already accrued to the other
party or which thereafter may accrue in respect of any act or omission prior to
such termination.


13.                                 CONFIDENTIALITY


Each
party shall hold and shall cause its respective representatives to hold in
confidence all confidential information made available to it or its
representatives by the other party, directly or through any Company, and shall
not pass such information on, wholly or partly, to third parties without the
written consent of the other party, unless such information (i) becomes
generally available to the public other than as a result of a disclosure by
such party or its representatives, (ii) becomes available to such party from
other sources not known by such party to be bound by a confidentiality
obligation, or (iii) is independently acquired by such party as a result of
work carried out by any employee or representative of such party to whom no
disclosure of such information has been made.


14.                                 OTHER VENTURES


(a)           Neither
party will engage directly or indirectly in any business activities in the
Territory that would reasonably be deemed to be competitive with the business
activities of the Companies in the Territory, i.e., the distribution of a
comprehensive Internet directory or search tool localized for the Territory;
provided that Yahoo may continue to make available the Yahoo! Internet Guide,
and similar properties or products prepared for distribution in other
countries, but none of which may be localized for any of the Territories, and
provided further than nothing herein shall prevent SOFTBANK and its affiliates
from distributing localizaed versions of ZDNet or maintaining web sites or
listings or urls or which provide for indexing and searching all of the url
listings, reviews, ratings and other material from current and back issues of
those sites and publications.


(b)           Yahoo
hereby agrees to discuss in good faith with SOFTBANK and allow SOFTBANK to make
a first offer on any plans to establish similar ventures in other countries in
Europe; provided that the foregoing shall not obligate either party to enter
into any such arrangement.


15.                                 GOVERNING LAW


This
Agreement shall be governed by and construed in accordance with the laws of
California applicable to agreements made and to be performed therein.


16.                                 DISPUTE RESOLUTION


All
disputes between the parties arising directly or indirectly out of this
Agreement shall be settled by the parties amicably through their good faith
discussions.  In the event that any such
dispute cannot be resolved thereby, such dispute shall be finally settled by
arbitration in accordance with the rules then in effect of the American
Arbitration Association by three


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arbitrators
appointed in accordance with such rules. Any such arbitration shall be held in
New York, New York.  The arbitration
award shall be final and binding upon the parties, and judgment on such award
may be entered in any court having jurisdiction thereof.


17.                                 MISCELLANEOUS


(a)           This
Agreement may be amended only by a written instrument signed by both parties.


(b)           This
Agreement may not be assigned by either party hereto except with the written
consent of the other party; provided, however, that this Agreement may be
assigned to (x) an affiliate corporation or (y) any corporation which shall
succeed to the business of a party by merger, consolidation, or the transfer of
all or substantially all of the assets of such party and which shall expressly
assume the obligations of such party hereunder.


(c)           Any and
all notices, requests, demands and other communications required or otherwise
contemplated to be made under this Agreement shall be in writing and in English
and shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile, upon receipt of a transmittal
confirmation, (c)  if sent by registered
airmail, return receipt requested, postage prepaid, on the sixth business day
following the date of deposit in the mail or (d) if by international courier
service, on the second business day following the date of deposit with such
courier service, or such earlier delivery date as may be confirmed to the
sender by such courier service.  All
such notices, requests, demands and other communications shall be addressed as
follows:


	
   

  	
  (i)

  	
  If to SOFTBANK::

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SB Holdings (Europe) Ltd.

  
	
   

  	
   

  	
  c/o Ziff-Davis Verlag Gmbh

  
	
   

  	
   

  	
  Riesstrasse 25,

  
	
   

  	
   

  	
  80992 Munich 50

  
	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
  Attention:

  	
  J.B. Holston

  
	
   

  	
   

  	
  Telephone:

  	
  (4989) 1431-2401

  
	
   

  	
   

  	
  Facsimile:

  	
  (4989) 1431-2400

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ziff-Davis Publishing
  Company

  
	
   

  	
   

  	
  One Park Avenue

  
	
   

  	
   

  	
  New York, New York 10016

  
	
   

  	
   

  	
  Attention:

  	
  Legal Department

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 503-3575

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 503-3581

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  If to the Company:

  



 


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  Yahoo! Inc.

  
	
   

  	
   

  	
  635 Vaqueros Avenue

  
	
   

  	
   

  	
  Sunnyvale, California
  94086

  
	
   

  	
   

  	
  Attention:

  	
  Mr. Timothy Koogle

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
  Telephone:

  	
  (408) 328-3300

  
	
   

  	
   

  	
  Facsimile:

  	
  (408) 328-3301

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Venture Law Group

  
	
   

  	
   

  	
  A Professional Corporation

  
	
   

  	
   

  	
  2800 Sand Hill Road

  
	
   

  	
   

  	
  Menlo Park,
  California  94025

  
	
   

  	
   

  	
  Attention:

  	
  James L. Brock, Esq.

  
	
   

  	
   

  	
  Telephone:

  	
  (415) 854-4488

  
	
   

  	
   

  	
  Facsimile:

  	
  (415) 854-1121

  



 


or
in each case to such other address or facsimile number as the party may have
furnished to the other party in writing.


(d)           In the event
of the invalidity of any part or provision of this Agreement, such invalidity
shall not affect the enforceability of any other part or provision of this
Agreement.


(e)           No waiver
by any party of any default in the performance of or compliance with any provision
herein shall be deemed to be a waiver of the performance and compliance as to
any other provision, or as to such provision in the future; nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.  No remedy expressly granted herein to any
party shall be deemed to exclude any other remedy which would otherwise be
available.


(f)            This
Agreement constitutes the entire agreement among the parties with respect to
the subject matter hereof and shall supersede all prior understandings and
agreements between the parties with respect to such subject matter.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


(g)           Nothing
herein express or implied, is intended to or shall be construed to confer upon
or give to any person, firm, corporation or legal entity, other than the
parties hereto and their affiliates, any interests, rights, remedies or other
benefits with respect to or in connection with any agreement or provision
contained herein or contemplated hereby.


 


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


 


	
   

  	
  SB HOLDINGS (EUROPE) LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  DAVID CRAVER

  
	
   

  	
   

  	
   

  	
  Name:    David Craver

  
	
   

  	
   

  	
   

  	
  Title:      VP, IMG

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  YAHOO! INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /S/  TIMOTHY
  KOOGLE

  
	
   

  	
   

  	
   

  	
  Name:    Timothy Koogle 

  
	
   

  	
   

  	
   

  	
  Title:      President

  



 


 


 


 


 


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