**Exhibit 10.4**

 

 

September 25, 2012

 

 

Frank Bell

252 Royal Tern Road

Ponte Vedra Beach, FL 32082

 

Dear Frank:

 

I am pleased to offer you employment byGlobalstar, Inc. (the “***Company***”) as President of Global Sales and Marketing. You agree to faithfullyand in conformity with the directions of the Chief Executive Officer (“***CEO***”), or his designee, performsuch duties as are assigned to you by the CEO using your best efforts and attention on a full-time basis to the performance ofsaid duties.

 

You will receive a salary of $4,807.69per week (payable in bi-weekly installments or otherwise according to the Company’s standard practices from time to time)with proper deductions made for all required state and federal withholdings. In addition, commencing on October 1, 2012, you willalso be eligible for a cash bonus of 50% of your base salary (prorated for the first and any partial final calendar year of employment),subject to the Company achieving certain goals related to its gross revenue and gross margin, plus an additional cash bonus of50% of your base salary (also prorated for the first and any partial final calendar year of employment), subject to the Companyachieving certain higher gross revenue and gross margin goals, both bonus conditions to be set forth in a separate document deliveredto you by or on behalf of the Company’s Board of Directors. In addition, beginning January 1, 2013, you will have full participationin the senior managers’ cash bonus plan (sometimes referred to as the “***25% profit sharing plan***”)or a similar plan for the year 2013. Any bonuses paid hereunder shall be subject to all required state and federal withholdings.You acknowledge that as a confirmation and condition of your employment with the Company you will sign the attached Confidentialityand Non-Competition Agreement (“***Confidentiality Agreement***”) concurrently with your acceptance of thisletter agreement and will be bound by both documents. The Confidentiality Agreement is incorporated herein by reference in itsentirety and your agreement to the terms thereof constitute a material inducement and condition to the Company offering you employmentupon the terms contained in this letter.

 

Your work efforts while employed by theCompany will be on a full-time basis and will require you to work in Covington, Louisiana or any other location(s) deemed by theCEO necessary for performance of your duties for the Company. While you pursue relocation to Covington, you will commute to theCovington metropolitan area. For up to the first six (6) months of your employment, you will be reimbursed for your travel andtemporary living expenses, in an amount not to exceed $5,000 per month, provided that you properly account for and submit appropriatesupporting documentation with respect to all such expenses on a monthly basis. In addition, you will receive an allowance for relocationexpenses (per the company’s established guidelines or those deemed appropriate by both parties), provided that you properlyaccount for and submit appropriate supporting documentation with respect to all such expenses in a timely manner. You will commenceyour duties in Covington by October 1, 2012.

 

The Company agrees that upon the full executionof this Letter Agreement and the attached Confidentiality and Non-Competition Agreement, and upon approval of the Company’sBoard of Directors, the Company shall issue to you pursuant to the Company’s 2006 Equity Incentive Plan (the “***Plan***”)(a) an option to purchase up to 250,000 shares of the Company’s Common Stock (“***Initial Options***”)and (b) an option to purchase up to 250,000 shares of the Company’s Common Stock (“***Initial Incentive Options***”).You will also receive at a future date when substantial additional responsibilities are added to your assigned tasks, includingaccepting the job of CEO, an option to purchase up to 250,000 shares of the Company’s outstanding Common Stock (“***FutureOptions***”). The strike price for Initial Options, Initial Incentive Options, and Future Options shall be the closingprice as quoted on the NASDAQ market as of the date of the grant. The Initial Options and Initial Incentive Options shall be issuedon September 25, 2012 or as soon as practicable thereafter. All options issued under the Plan will be issued as qualified options.

 

The Initial Options initially shall beunvested and shall vest 40% at the first anniversary of the grant date, and 20% on each of the next three anniversaries of thegrant date. Notwithstanding the foregoing, in the event that Globalstar’s Common Stock trades above $2.50 per share for 10consecutive trading days, the Initial Options shall immediately vest. The Initial Incentive Options shall initially be unvestedand will vest 50% when, in any trailing 12 month period, gross revenue is greater than $125 million, and the remaining 50% willvest when, in any trailing 12 month period, gross revenue is greater than $160 million. For vesting purposes, and for purposesof the second paragraph of this letter agreement, gross revenue means all revenue recognized by the Company on a trailing 12 months’basis, exclusive of revenue derived from extra-ordinary revenue sources such as gateway or spectrum sales or leasings, and otherspecial and one-time revenue.

 

 

Notwithstanding the foregoing, InitialOptions, Initial Incentive Options, and (when granted) Future Options shall immediately vest in full upon a “***Changeof Control***” of the Company, and further subject to your continued employment by the Company as of the date of Changeof Control.

 

The Company is an at-will employer, whichmeans that, except as provided for below, your employment with the Company is for no specific period of time and may be terminatedeither by the Company or you at any time, with or without prior notice and with or without Cause.

 

Notwithstanding the foregoing, if you areterminated by the Company for any reason other than for Cause or as a result of a Change of Control, the Company shall continue,in accordance with its normal payroll practices and subject to applicable deductions and withholdings, to: (a) pay you for a periodof 90 days an amount equal to the salary to which you would have been entitled if your employment had not been so terminated, and(b) provide you, for twelve months after termination, either through participation in Company plans or reimbursement for COBRAcosts, with medical benefits consistent with programs in general effect from time to time for employees of the Company; *provided*that (i) you execute a release satisfactory to the Company and (ii) you continue, during the period when salary continuation paymentsare being made, to comply with the terms of this letter agreement and with the terms of the Confidentiality Agreement; *provided,further*, that you shall not be required to work as an officer or employee of the Company during the salary continuation period.Also notwithstanding the foregoing, if, in the event of a Change of Control, you resign or are terminated by the Company withoutCause and within two (2) years after the Change of Control, then the Company shall continue for twelve (12) months after such resignationor termination, in accordance with its normal payroll practices and subject to applicable deductions and withholdings, to: (a)pay you an amount equal to the salary to which you would have been entitled if your employment had not been so resigned or terminated,together with the pro rata portion of your most recent annual bonus (by way of example only, and not by way of limitation, in theevent your salary as of your termination date was $4,326.92 per week and your most recent annual bonus was $50,000, and the Company’snormal payroll practice is bi-weekly payments, you would receive on each pay date the aggregate sum of $10,576.92, adjusted forapplicable deductions and withholdings) and (b) provide you, either through participation in Company plans or reimbursement forCOBRA costs, with medical benefits consistent with programs in general effect from time to time for employees of the Company; *provided*in both instances that (i) you execute a release satisfactory to the Company and (ii) you continue for ninety (90) days tocomply with the terms of this letter agreement and your Confidentiality Agreement; *provided,*further, that you shall notbe required to work as an officer or employee of the Company during the salary continuation period. If you become entitled to compensationpursuant to clause (2) above, you shall not be entitled to compensation pursuant to clause (1) above.

 

For purposes of this letter agreement,(a) “***Cause***”**shall mean: (i) dishonest, fraudu-lent or illegal conduct; (ii) misappropriation ofthe Company’s funds; (iii) conviction, or plea of guilty or no contest, of a felony; (iv) use of controlled substances orother addictive behavior; (v) unethical business conduct; (vi) breach of any statutory or common law duty to the Company; (vii)action that is prejudicial or injurious to the business or goodwill of the Company; (viii) a material breach of the terms of thisletter agreement or of the Confidentiality Agreement; or (ix) material failure to perform your duties or to follow the instructionsof Company or the CEO in the performance your duties; and (b) “***Change of Control***” has the meaning setforth in the Plan, which, for purposes of context, provides generally and in summarized form that a Change of Control includes(i) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets, or (ii)the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) ofthe total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediatelyafter such merger or consolidation; *provided* that notwithstanding the foregoing, a Change of Control shall not include anyprimary issuance of securities principally for capital raising purposes.

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Commencing October 1, 2012, you will receivemedical and other employment benefits consistent with programs in general effect from time to time for employees of the Company.You will receive, in accordance with the Company’s standard employment policies, initially three weeks of paid vacation eachyear, to be scheduled with the approval of the CEO taking into account the convenience of the Company.

 

 

You will be reimbursed for all reasonableand necessary out-of-pocket expenses incurred in connection with your duties and in accordance with the Company’s policiesprovided that you properly account for and promptly submit appropriate supporting documentation with respect to all such expenses.

 

Nothing contained herein shall be interpretedor understood as altering your status as an employee at will. The Company may terminate your employment at any time and for anyreason or for no reason whatsoever.

 

The enforceability and interpretation ofthis Agreement shall be determined according to the laws of the State of Louisiana, without regard to its choice or conflict oflaws principles. Any suit regarding this Agreement must be brought in a court of competent jurisdiction in St. Tamanny Parish,Louisiana, which shall be the sole and exclusive venue for adjudicating disputes hereunder and to which jurisdiction and venueboth parties agree to submit. In the event that any portion or provision of this letter agreement shall be deemed unenforceableby such a court of competent jurisdiction, then, notwithstanding the same, the remaining portions and provisions of this letteragreement shall be of full force and effect.

 

This letter agreement may be executed inmultiple and separate counterparts, any of which taken together shall be deemed an original. The transmission by facsimile or PDFor other electronic means of a signed copy hereof by one party to the other shall have all of the same force and effect as woulda document containing an original signature. Except for purposes otherwise expressly provided in this letter agreement, you shallbe deemed to be an employee of the Company from the date that you sign this letter agreement and the Confidentiality Agreement,for example, for purposes of receiving qualified stock option grants as an employee.

 

Notwithstanding any other provision ofthis Agreement, to the extent applicable, this Agreement is intended to comply and shall be construed to comply with Section 409Aof the United States Internal Revenue Code. To the extent any provision of this Agreement is contrary to or fails to address therequirements of Section 409A, this Agreement shall be construed and administered as necessary to comply with such requirements.

  

Upon signing and delivering to the Companyboth this letter and the Confidentiality Agreement, such documents shall constitute the entire agreement between you and the Companywith respect to their subject-matter and all things related thereto and supersede and replace all prior contracts, agreements,and understandings between you and Globalstar, Inc., and may only be amended or modified by a written instrument signed by youand the Chief Executive Officer of the Company.

 

Sincerely,

 

 

 

 

Attachment: Confidentiality and Non-Competition Agreement

 

 

[*Employee’s Signature on FollowingPage*]

 

 

 

I have read and understand the terms ofthe offer set out above. As indicated by my signature below, I accept this employment offer as outlined above. No further commitmentswere made to me as a condition of employment.

 

 

 

 

 

 

**CONFIDENTIALITY AND NON-COMPETITION AGREEMENT**

 

 

THIS AGREEMENT (“Agreement”)is between Frank Bell, an individual Florida resident (hereafter “Employee”), and Globalstar, Inc. (and its affiliates),a Delaware corporation having its principal offices in Covington, Louisiana (hereafter the “Company”).

 

 

**WITNESSETH:**

 

 

**WHEREAS**, the Companyhas offered to employ Employee and Employee has accepted employment under terms and conditions set forth in that certain letteragreement to which this Agreement is attached (the “Employment Agreement”), conditioned upon Employee’s enteringinto this Agreement; and,

 

**WHEREAS**, duringand by virtue of the employment, the Company will entrust Employee with confidential proprietary information specifically to includesatellite wireless technologies and business strategies of the Company, will introduce Employee to its clients and will assistEmployee to establish and foster relationships with its existing and prospective clients; and,

 

**WHEREAS**, Employeeand the Company agree that Employee’s unauthorized use, disclosure or exploitation of the Company’s confidential informationand client relationships could cause material and irreparable harm to the Company, such that the following protections againstunfair competition and disclosure of confidential information are reasonable and necessary to the preservation of the Company’sbusiness and goodwill.

 

 

**NOW, THEREFORE**,in consideration of the Company entering into the Employment Agreement with Employee, and intending to be legally bound, the partiesagree as follows:

 

1. ***Definitions***.The following terms shall have the stated meaning, whenever used in this Agreement:

 

a. ConfidentialInformation. The term “***Confidential Information***” means and includes any materials or information (whetherin written, printed, graphic, video, audio, electronically stored, disk or other format) that relates to the business of the Company.Without limiting the generality of the term as just stated, it includes existing and planned products (including software designs,concepts, documentation, and specific items of object or source code), methods of operation, processes, marketing activities, businessexpansion or divestiture plans; client lists; client/vendor databases and information files; the identities of key personnel andthe requirements of the Company’s clients; costs, pricing, profit margins, and similar financial data; the identities, specialskills and compensation arrangements of the Company’s key employees and consultants; business plans and strategies; financingarrangements; research and development data; engineering studies and related support data; theories of application or methodologies;the identities of network engineers, software developers, network implementation specialists and other personnel whom the Companyhas recruited or identified for assignments to clients on a contract basis; and any other non-public information relating to thebusiness and affairs of the Company, if the disclosure or use of such information would tend to adversely affect the Company orits competitive advantage. Confidential Information includes information or materials developed or acquired by Employee, aloneor in concert with others, and also includes drafts, works-in-process, duplicates or reproductions of such information. ConfidentialInformation also includes information provided to the Company or Employee by a client that is designated or regarded by the clientas confidential.

 

b. CompetitiveBusiness Activities. The term “***Competitive Business Activities***” means the direct or indirect ownershipof controlling equity interest in any business or entity that competes with the business of the Company, or the provision of anyservices that are competitive with the business of the Company as conducted or as proposed to be conducted, including without limitationthe design, planning, integration, management, implementation, troubleshooting, administrative, operations, recruiting, consulting,or any other services for, a satellite wireless voice and data service provider.

 

c. Inventions.The term “***Inventions***” means all ideas, innovations, improvements, creations, discoveries, developments,concepts and designs (whether or not patentable) and all computer programs, literary works, publications, audio/visual works, photographs,drawings, designs or other works (whether or not copyrightable) which relate to the business in which the Company is engaged orplans to engage and which were created or conceived by Employee, alone or in concert with others, while employed as a Employeeof the Company, regardless of whether they were created or conceived during business hours or at the Company’s premises.The term does not include any invention that Employee developed entirely on his own time without using the Company’s equipment,supplies, facilities or trade secrets and which does not relate to the Company’s business (existing or planned) and doesnot result from any work performed by or for the Company. Also, the term does include any invention that Employee developed priorto beginning employment with the Company.

 

 

d. The Company.The term “***Company***” means Globalstar, Inc., a Delaware corporation, as well as its affiliates, their successorsand assigns. For the purposes of this Agreement, “***affiliates***” of the Company include any wireless voiceand data service provider in which Globalstar, Inc. or Jay Monroe beneficially owns at least twenty-five percent (25%) or whichoperates under the trade name “Globalstar”.

 

2. ***Duty of Loyaltyto Company***. Employee acknowledges and agrees that, while employed by Company, he owes an absolute and undivided duty ofloyalty and good faith to the Company and that he will take no action, regardless of whether expressly prohibited herein, whichwould be contrary to or in derogation of this duty of loyalty. By way of example, Employee agrees that he will not:

 

a. make anystatement or perform any act that in any way will or may injure the Company in its relationship and dealings with any existingor prospective clients, suppliers or creditors for the purpose of advancing Employee’s own interests or those of a competitor(as defined herein);

 

b. do any act,or solicit or encourage another employee to do any act, that is disloyal to the Company or inconsistent with the Company’sbest interests or the terms of this Agreement; or

 

c. discusswith or recommend to any existing or potential client, supplier or creditor of the Company the use of services provided by a competitorrather than those provided by the Company.

 

3. ***Non-Competition***.Except as the period in this section 3 may be shortened in the Employment Agreement, Employee covenants and agrees that while employedby the Company and for a period of one (1) year after termination of such employment, whether the termination is voluntary or involuntaryand regardless of the reason therefore, Employee will not engage in any of the following activities (any and all, each a “***CompetitiveBusiness Activity***”):

 

a. provideservices as an employee, consultant or independent contractor for any entity, other than an affiliate of the Company, which isor plans to become engaged in any Competitive Business Activity within any market in which Employee provided services during employmentby the Company or in which Company or its affiliates operates, or has plans to operate within one year of termination of Employee’semployment with Company;

 

b. establishor acquire any ownership or financial interest in any entity, other than an affiliate of the Company, which is or plans to become,in whole or in part, engaged in any Competitive Business Activity within any market in which Employee provided services duringemployment by the Company or in which Company or its affiliates operates, or has plans to operate within one year of terminationof Employee’s employment with Company; except that, this provision will not be violated by Employee’s ownership ofless than one percent of the stock of a publicly traded corporation;

 

c. solicitor induce, or attempt to solicit or induce, any client or prospective client of the Company to purchase competitive products orservices from a source other than the Company or to cease doing business with the Company; or

 

d. solicitor induce, or attempt to solicit or induce, any employee or consultant of the Company to terminate an existing business relationshipwith the Company or to become employed by another person or entity which is engaged in any Competitive Business Activity withinany market in which Employee provided services during employment by the Company or in which Company has plans to operate withinone year of termination of Employee’s employment with Company; or

 

 

For the purposes of this Section 3, Employeeshall be deemed to have provided services during employment by the Company in any market in which Company or its subsidiaries operatedduring Employee’s employment by the Company. No provision of this Agreement shall be construed as prohibiting Employee fromserving on the boards of companies or non-profit organizations, so long as (i) during the period of his employment by the Company,such board positions are not detrimental to the Company and duties are performed in a manner that does not prevent Employee fromreasonably devoting his full time and energy to the business of the Company, and (ii) Employee does not violate Sections 4 or 5below in the performance of such duties.

 

It is agreed that, if any of the foregoingrestrictions are found by a Court to be overly broad in duration or territorial scope, or otherwise unreasonable, the Court shallhave the authority to reform the agreement and to enforce the restrictions to the fullest extent found by the Court to be reasonablein light of all of the circumstances. If a part of this section is found to be invalid or unenforceable for any reason, the remainingpart shall not be void, but shall remain in effect and shall be fully enforceable without regard to those portions found to beinvalid. It is further agreed that, should Employee be found to have violated these restrictions, the one-year period shall beextended by any length of time during which Employee was in violation hereof, including any time during which litigation was pendingto establish Employee’s violation.

 

4. ***Non-Disclosureof Confidential Information***. Employee agrees to hold and safeguard for the benefit of the Company all Confidential Information.Employee will not, without the prior written consent of the Chief Executive Officer of the Company, during the term hereof or thereafter,misappropriate, use for his own advantage, disclose or otherwise make available Confidential Information to any person, exceptin the good faith performance of Employee’s job duties while employed by the Company to persons having a need to know suchinformation for the benefit of the Company or its business.

 

Before disclosing ConfidentialInformation under the compulsion of legal process, Employee agrees to give prompt notice to the Company of the fact that he hasbeen served with legal process which may require the disclosure of Confidential Information. The notice will be given within sufficienttime before disclosure to permit the Company to intervene in the matter or to take such other action as may be necessary to protectits interests and rights in its Confidential Information.

 

Upon termination of Employee’semployment, Employee agrees immediately to return to the Company all Confidential Information in his possession or under his control.Employee agrees that he will not retain any copies or reproductions of Confidential Information.

 

5. ***Trade Secrets***.Employee acknowledges and agrees that the names, addresses, buying habits and special needs of the Company’s customers andall other Confidential Information relating to those customers are provided in confidence and constitute trade secrets of the Companyand that the sale or unauthorized use or disclosure of any of the Company’s trade secrets obtained by Employee during hisemployment with the Company constitutes unfair competition.

 

6. ***Ownership ofInventions***. All Inventions are the property of the Company, and may be used, assigned, sold, patented or applied by theCompany without the approval of Employee or the payment of additional consideration.

 

Employee hereby assignsto the Company his entire right, title and interest in and to all Inventions, and same shall, to the fullest extent possible, beconsidered work made by Employee for hire for the Company within the meaning of Title 17 of the United States Code. During or afterthe employment, Employee agrees, upon request, to execute all documents necessary to evidence or effectuate such assignment; andfurther, to promptly and fully assist the Company in every lawful way, without additional compensation, but at the Company’sexpense, to obtain for the benefit of the Company any patents, copyrights or other legal protection for such Inventions, includingassisting in the preparation and filing of patent and copyright applications, giving testimony in legal proceedings and executionof all necessary documentation relating to obtaining, securing, defending and renewing such patents and copyrights.

 

7. ***Disclosure toProspective Employers***. Employee agrees that he will, before accepting any offer of employment as an employee or consultantof any entity which is employed or plans to engage in a Competitive Business Activity, make full disclosure of the existence andcontents of this Agreement to such prospective employer.

 

 

8. ***Employee’sRepresentations and Warranties***. Employee represents and warrants that (i) his employment by the Company and the performanceof his expected duties will not cause Employee to violate the terms of any agreement with any former employer or other entity;(ii) Employee has not and will not use or misappropriate any confidential information of a former employer or entity to whom Employeeprovided services in the course of the performance of his duties with the Company; and (iii) the post-termination restrictionscontained herein are reasonable and necessary to protect the interests of the Company and will not unduly impair or impede Employee’sability to support himself and any dependents.

 

9. ***Remedies forBreach***. Because the services to be performed by Employee hereunder are of a special, unique, unusual, confidential, extraordinaryand intellectual character which character renders such services unique and because Employee will acquire by reason of his employmentand association with the Company an extensive knowledge of the Company’s trade secrets, customers, procedures, and otherconfidential information, the parties hereto recognize and acknowledge that, in the event of a breach or threat of breach by Employeeof any of the terms and provisions contained in Section 3 of this Agreement, monetary damages alone to the Company would not bean adequate remedy for a breach of any of such terms and provisions. Therefore, it is agreed that in the event of a beach or threatof a breach of any of the provisions of Section 3 of this Agreement by Employee, the Company shall be entitled to an immediateinjunction from any court of competent jurisdiction restraining Employee, as well as any third parties including successor employersof Employee whose joinder may be necessary to effect full and complete relief, from committing or continuing to commit a breachof such provisions without the showing or proving of actual damages. Any preliminary injunction or restraining order shall continuein full force and effect until any and all disputes between the parties to such injunction or order regarding this Agreement havebeen finally resolved. Employee hereby agrees to pay all costs of suit incurred by the Company, including but not limited to reasonableattorneys’ fees, in obtaining any such injunction or order. Employee hereby waives any right he may have to require the Companyto post a bond or other security with respect to obtaining or continuing any such injunction or temporary restraining order and,further, hereby releases the Company, its officers, directors, employees and agents from and waives any claim for damages againstthem which he might have with respect to the Company obtaining in good faith any injunctions or restraining order pursuant to thisAgreement.

 

10. ***Governing Law***.The enforceability and interpretation of this Agreement shall be determined according to the laws of the State of Louisiana, withoutregard to its choice or conflict of laws principles. Any suit regarding this Agreement must be brought in a court of competentjurisdiction in St. Tammany Parish, Louisiana, which shall be the sole and exclusive venue for adjudicating disputes hereunderand to which jurisdiction and venue both parties agree to submit.

 

11. ***General***.This Agreement will be enforceable by, and shall inure to the benefit of, the Company, its successors and assigns. The Agreementmay be assigned by the Company to any successor without Employee’s consent and shall be deemed to have been assigned withoutthe necessity of a separate written assignment. The failure or refusal of the Company to enforce this Agreement or to assert aviolation hereof in a particular situation shall not be, and shall not be regarded as, a waiver of any other or subsequent breachby Employee of the same or any other provision of this Agreement. Nothing herein shall be construed more strongly against or morefavorably toward either party by reason of either party having drafted this Agreement or any portion hereof this Agreement maynot be modified, amended or terminated orally, but only by a written agreement which is signed by the Chief Executive Officer ofthe Company and by the Employee. Employee acknowledges that he has read and understands each and every provision of this Agreementand has had the opportunity to review the Agreement with his own counsel. Employee acknowledges violation of this Agreement duringemployment will constitute a material breach by Employee under the Employment Agreement.

 

12. ***Ancillary Natureof Agreement***. Employee conclusively stipulates and agrees that this Agreement (including but not limited to the covenantsset forth in Section 3 hereof) is ancillary to and executed in connection with the Employment Agreement and that the EmploymentAgreement constitutes an “otherwise enforceable agreement”. Employee further conclusively stipulates and agrees thatthe primary purpose of the agreement to which this Agreement is ancillary is the employment of Employee by the Company. The foregoingnotwithstanding, in the event of an irreconcilable conflict between the Employment Agreement and this Agreement, the terms of thisAgreement shall prevail.

 

 

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have signedthis Agreement as of the 25th day of September, 2012. 

 

 

 

 

 

 

 

 

 

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