Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
x Preliminary
Information Statement
¨ Definitive
Information Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
UNIVERSAL
TRAVEL GROUP
(Name
of Registrant As Specified In Charter)
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of Filing Fee (Check the appropriate box):
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fee required
¨ Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which the transaction
applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
(4)
Proposed
maximum aggregate value of
transaction:
(5)
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fee paid:
¨ Fee
paid previously with preliminary materials
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
This
Information Statement is being distributed to the holders of record of the
common stock, par value $.001 per share (“Common Stock”), of Universal Travel
Group, a Nevada corporation (the “Company”), at the close of business on
February 23, 2009 (the “Record Date”) under Rule 14c-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Information Statement
advises shareholders of actions taken and approved on December 6, 2008 by Jiang
Jiangping, Zhang Yizhao, Xie Jing, Yuan Jiduan and Wang Liquan, who comprise the
Board of Directors, and ratified on January 20, 2009 by the holders of a
majority of the Company’s outstanding shares of Common Stock (the “Majority
Shareholders”), to effect a three-for-one (3:1) reverse split (“Reverse Split”)
of the Company’s issued and outstanding shares of common stock, which would
decrease the number of outstanding common stock from 41,619,966 to
13,873,322.
The
Reverse Split will not become effective until the filing with the Office
of the Secretary of State of Nevada of Articles of Amendment to the Company’s
Articles of Incorporation (the “Amendment”) at least twenty (20) days after the
date of the mailing of this Information Statement to the Company’s
shareholders.
THIS IS NOT A NOTICE OF A SPECIAL
MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY
MATTER WHICH WILL BE DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
The
Company is a travel services provider in the People’s Republic of China and is
engaged in providing reservation, booking, and domestic and international travel
and tourism services throughout the People’s Republic of China via the internet
and through customer representatives.
On August28, 2008, the Company entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with Access America Fund, LP, Chinamerica Fund
LP, Pope Investments II LLC, Heller Capital Investments, LLC, CGM as C/F Ronald
I. Heller IRA, Investment Hunter, LLC, MARed Investments, High Capital Funding,
LLC, and Merrill Lynch, Pierce, Fenner & Smith, FBO Beau L. Johnson
(collectively, the “Buyers”) to sell to the Buyers 4,588,708 shares of common
stock, par value $0.001 of the Company (“Common Stock”) and warrants to purchase
2,294,356 shares of Common Stock for an aggregate purchase price of $7,112,500
(the “Financing”). The Financing closed on August 29, 2008.
Pursuant
to the Securities Purchase Agreement, the Company is obligated to use its
commercially reasonable efforts to effect a three-for-one (3:1) reverse split of
its Common Stock within 180 days of the closing of the Financing.
The
Company also believes that the Reverse Split would be in the best interests of
the Company because it would increase the per share stock price. The Company
believes that if it is successful in maintaining a higher stock price, the stock
will generate greater interest among professional investors and institutions. If
the Company is successful in generating interest among such entities, it is
anticipated that the shares of its Common Stock would have greater liquidity and
a stronger investor base. Thus, the Board of Directors approved, and the
Majority Shareholders ratified, an amendment to the Company’s Articles of
Incorporation to effect the Reverse Split. The Reverse Split will become
effective immediately upon the filing of the Amendment with the Office of the
Secretary of State of Nevada. The filing will be made at least twenty (20) days
after the date this Information Statement is first sent to
shareholders.
THE
REVERSE SPLIT
The Board
of Directors and Majority Shareholders approved an amendment to the Articles of
Incorporation of the Company to effect the Reverse Split. At the time of the
Reverse Split, holders of outstanding shares of Common Stock will receive one
share of post-Reverse Split Common Stock for each three shares of pre-Reverse
Split Common Stock held as of the close of business on the date the Amendment is
filed. No fractional shares of Common Stock will be issued in connection with
the Reverse Split. All fractional share amounts resulting from the Reverse Split
will be rounded up to the next whole new share. In connection with the
Reverse Split, the Company’s Board of Directors, in its sole discretion, may
provide special treatment to shareholders to preserve round lot holders (i.e.,
holders owning at least 100 shares) after the Reverse Split.
2
Authorization
by the Directors and the Majority Shareholders
Under
Section 78.315(2) of the Nevada Revised Statutes and the Company’s Articles of
Incorporation, any action required or permitted to be taken at a meeting of the
board of directors or of a committee thereof may be taken without a meeting if,
before or after the action, a written consent thereto is signed by all the
members of the board or of the committee. Further, under Section 78.320 of the
Nevada Revised Statutes and the Company’s Articles of Incorporation, any action
that can be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote if the holders of
outstanding stock having not less than the minimum number of votes that will be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted consent to such action in
writing. Under Chapter 78 of the Nevada Revised Statutes and the Company’s
Articles of Incorporation, as amended, the approval of the abovementioned
Reverse Split requires the affirmative vote or written consent of a majority of
the issued and outstanding shares of Common Stock. Each share is entitled to one
vote per share on any matter which may properly come before the
shareholders.
On
December 6, 2008, the Board of Directors unanimously authorized the Reverse
Split and the filing of the Amendment by Written Consent of the Board of
Directors as set forth in Exhibit A to this Information Statement.
On
January 20, 2009, the Majority Shareholders of the Company and holders of 51.39%
of the total outstanding Common Stock and 41,619,966 votes, ratified the Board
of Directors’ Written Consent and further authorized the Reverse Split and the
filing of the Amendment by Written Consent of the Majority Shareholders as set
forth in Exhibit B to this Information Statement. As of the close of business on
January 20, 2009, the Company had outstanding 41,619,966 shares of Common Stock
and Warrants carrying a total of 2,294,356 votes.
Accordingly,
the Company has obtained all necessary corporate approvals in connection with
the Reverse Split and is furnishing this Information Statement solely for the
purpose of informing shareholders of the Reverse Split, in the manner required
under the Exchange Act, before the Amendment effectuating the Reverse Split may
be filed.
Effective
Date
The
Reverse Split will become effective immediately upon the filing of Articles of
Amendment to the Articles of Incorporation of the Company with the Office of the
Secretary of State of Nevada.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the filing
will be made at least twenty (20) days after the date on which this Information
Statement has been mailed to the stockholders. The Company anticipates that the
actions contemplated herein will be effected on or about the close of business
on March 16, 2009.
This
Information Statement will serve as written notice to stockholders pursuant to
the Nevada Revised Statutes.
Reasons
for the Reverse Split
The
Reverse Split is being effected pursuant to the terms and conditions of the
Securities Purchase Agreement.
Shareholders
should note that the effect of the Reverse Split upon the market price for the
Common Stock cannot be accurately predicted. We cannot assure you that the
market price for shares of Common Stock will be proportionately greater after
the Reverse Split than immediately prior to the Reverse Split, or that the
market price will increase, or that any increase will be maintained for any
period of time, after the Reverse Split. We also cannot assure you that the
Reverse Split will not adversely impact the market price of the Common
Stock.
Bid and
ask quotations for the Common Stock appear on the NASD’s Over-the-Counter
Bulletin Board under the symbol UTVG.OB. The high bid and low ask prices for the
Common Stock, as reported by Yahoo Finance on February 10, 2009, were: $0.86 and
$0.82, respectively. These over-the-counter market bid and ask quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not necessarily represent actual transactions. As of February 10, 2009,
there were approximately 30 holders of record of the Common Stock.
Effects
of the Reverse Split
Voting Rights. Holders of
Common Stock will continue to have one vote for each share of Common Stock owned
after the Reverse Split. Consequently, the voting and other rights of the
holders of the Common Stock will not be affected by the Reverse
Split.
Number of Shareholders; Par Value
and Authorized Shares. The number of shareholders of record will not be
affected by the Reverse Split. The par value and authorized number of shares of
Common Stock under the Company’s Articles of Incorporation will remain the same
following the effective time of the Reverse Split.
Number of Shares Outstanding.
The number of shares of Common Stock issued and outstanding will be reduced
following the effective time of the Reverse Split. As a result of the Reverse
Split, each three shares of Common Stock owned before the effective time of the
Reverse Split will be converted automatically into one share of Common Stock,
without any action on the part of the shareholders, subject to adjustment for
fractional shares.
All
fractional share amounts resulting from the Reverse Split will be rounded up to
the next whole new share. In connection with the Reverse Split, our Board of
Directors, in its discretion, may provide special treatment to certain
shareholders to preserve round lot holders (i.e., holders owning at least 100
shares) after the Reverse Split.
3
Public Status; Reporting
Requirements. There is currently no intention for the Company to go
private, and the Reverse Split is not intended to be a first step in a going
private transaction and will not have the effect of a going private transaction
covered by Rule 13e-3 of the Exchange Act. Moreover, the Reverse Split will not
increase the risk of the Company becoming a private company in the future. The
Company will continue to be subject to the periodic reporting requirements of
the Exchange Act following the Reverse Split.
Issuance of Additional
Shares. The number of authorized shares of Common Stock will continue to
be 70,000,000 shares after the Reverse Split. However, the number of
authorized but unissued shares of Common Stock effectively will be increased
significantly by the Reverse Split because the 41,619,966 shares outstanding
prior to the Reverse Split, approximately 59.46% of the 70,000,000 authorized
shares, will be reduced to approximately 13,873,322 shares, or approximately
19.82% of the 70,000,000 authorized shares. The effective increase in the number
of authorized but unissued shares of Common Stock may be construed as having an
anti-takeover effect by permitting the issuance of shares to purchasers who
might oppose a hostile takeover bid or oppose any efforts to amend or repeal
certain provisions of the Company’s Articles of Incorporation or Bylaws. Such a
use of these additional authorized shares could render more difficult, or
discourage, an attempt to acquire control of the Company through a transaction
opposed by the Board of Directors. At this time, other than for the exercise of
the warrants issued in the Securities Purchase Agreement, the Board of Directors
does not have plans to issue any shares of Common Stock resulting from the
effective increase in the number of our authorized but unissued shares generated
by the Reverse Split.
Outstanding
Shares and Voting Rights
As of the
Record Date, the Company's authorized capitalization consisted of 70,000,000
shares of Common Stock, of which 41,619,966 shares were issued and
outstanding. Holders of Common Stock of the Company have no
preemptive rights to acquire or subscribe to any of the additional shares of
Common Stock.
Each
share of Common Stock entitles its holder to one vote on each matter submitted
to the stockholders.
Federal
Income Tax Consequences
The
Company will not recognize any gain or loss as a result of the Reverse
Split.
The
Company has not sought and will not seek an opinion of counsel or a ruling from
the Internal Revenue Service regarding the Federal income tax consequences of
the Reverse Split. The state and local tax consequences of the Reverse Split may
vary significantly as to each stockholder, depending upon the jurisdiction in
which such shareholder resides. Shareholders are urged to consult their own tax
advisers to determine the particular consequences of the Reverse Split to
them.
Distribution
and Costs
The
Company will pay the cost of preparing, printing and distributing this
Information Statement. Only one Information Statement will be delivered to
multiple shareholders sharing an address, unless contrary instructions are
received from one or more of such shareholders. Upon receipt of a written
request at the address noted above, the Company will deliver a single copy of
this Information Statement and future shareholder communication documents to any
shareholders sharing an address to which multiple copies are now
delivered.
Absence
of Dissenters’ Rights of Appraisal
Neither
the adoption by the Board of Directors, nor the approval by the Majority
Shareholders, of the Reverse Split provides shareholders any right to dissent
and obtain appraisal of or payment for such shareholder’s shares under Section
78 of the Revised Nevada Statutes, the Articles of Incorporation or the
Bylaws.
4
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of February 10, 2009, with
respect to the beneficial ownership of the
outstanding common stock by (i) any holder of more than five (5%) percent; (ii)
each of the
Company's executive officers and directors; and (iii) the Company's directors
and executive officers as a group. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially owned.
(1) In
determining beneficial ownership of the Company’s Common Stock as of a given
date, the number of shown includes shares of Common Stock which may be acquired
on exercise of warrants or options within 60 days of that date. In determining
the percent of Common Stock owned by a person or entity on February 10, 2009,
(a) the numerator is the number of shares of the class beneficially owned by
such person or entity, including shares which may be acquired within 60 days on
exercise of warrants or options and conversion of convertible securities, and
(b) the denominator is the sum of (i) the total shares of Common Stock
outstanding on February 10, 2009 (41,619,966), and (ii) the total number of
shares that the beneficial owner may acquire upon exercise of the warrants and
options. Unless otherwise stated, each beneficial owner has sole power to vote
and dispose of its shares.
(2)
According to the Securities Purchase Agreement dated August 28, 2008, the
Company is obligated to use its commercially reasonable efforts to effect a
reverse split of its Common Stock within 180 days of the closing of the
Financing.
(3)
Includes the beneficial ownership of a Common Stock Purchase Warrant dated
August 28, 2008 to purchase up to a total of 967,742 shares of our common stock
at $2.71 per share. The warrant expires on August 28, 2013.
(4)
Pursuant to an appointment letter granted by the Company dated June 24, 2008,
Mr. Zhang was granted options to purchase a total of 100,000 shares of common
stock at $1.52 per share. Options to purchase 33,333 shares may be exercised
immediately, options to purchase an additional 33,333 shares may be exercised
commencing July 1, 2009, and options to purchase the remaining 33,334 shares may
be exercised commencing July 1, 2010, provided that in the case of the options
to vest in 2009 and 2010 Mr. Zhang is still a director of or otherwise engaged
by the Company. The options may be exercised until July 1, 2018.
(5) Based
upon 41,619,966 shares of Common Stock outstanding as of the date hereof and,
with respect to each stockholder, the number of shares which would be
outstanding upon the exercise by such stockholder of outstanding rights to
acquire stock, either upon exercise of outstanding options, warrants within 60
days of the date hereof.
(6) On
May 7, 2007, the Company granted Robert Cohen options to purchase 100,000 shares
of common stock at $1.95 per share, to vest in three equal installments over two
years. As of June 23, 2008, upon resignation as director of the
Company, Mr. Cohen has forfeited all options.
(6) On
September 6, 2007, the Company granted Richard P. Randall options to purchase
100,000 shares of common stock at $2.85 per share, to vest in three equal
installments over two years. As of June 23, 2008, upon resignation as
director of the Company, Mr. Randall has forfeited all options.
(6) On
December 7, 2007, the Company granted James Treacy options to purchase 100,000
shares of common stock at $3.75 per share, to vest in three equal installments
over two years. As of May 28, 2008, upon resignation as director of
the Company, Mr. Treacy has forfeited all options.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY
The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that the Company
files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 100 F Street, N.E., Washington, D.C. 20549 at prescribed
rates.
[SIGNATURE
PAGE TO FOLLOW]
6
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The Board
of Directors recommended approval of the Reverse Split to the Majority
Shareholders.
The
undersigned, being all of the directors of Universal Travel Group, a Nevada
company (the "Company"), hereby consent to the adoption of, and hereby approve
and adopt the following resolutions:
WHEREAS, in connection with
the Securities Purchase Agreement dated August 29, 2008, the Company wishes to
and believes it to be in the best interest of the Company to adopt a 2008
Incentive Stock Plan (the “Plan”) which aims to support
and increases the Company's ability to
attract, engage and retain individuals of exceptional talent, to
provide additional incentive for
persons employed or associated with
the Company, including without limitation any
employee, director, general partner, officer,
attorney, accountant, consultant or advisor,
and to advance the best interests of the Company by providing to
those persons who have a substantial
responsibility for
its management, affairs, and growth, a
proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the Company.
WHEREAS the board of directors
wishes to approve the execution of the Plan and the reservation and issuance of
6,600,000 additional shares of common stock of the Company (the “Shares”)
thereunder;
WHEREAS in the opinion of the
board of directors, it is also advisable and in the best interests of the
Company to effectuate a three-for-one (3:1) reverse split of the Company’s
issued and outstanding shares of common stock (“Reverse Split”);
NOW THEREFORE BE IT RESOLVED
that the board of directors hereby approves the adoption and execution of the
Plan, the reservation of the Shares for issuance thereunder, and the filing of a
Registration Statement on Form S-8 to register the Shares under the Plan , and
be it further
RESOLVED that the following
Company employees be granted options pursuant to the 2008 Stock Plan in the
amounts, the prices and terms indicated below:
Name: See Schedule
I.
Amount: See Schedule
I.
Exercise Price(s):
$___
Vesting Schedule: The
options to collectively purchase 1,100,000 shares of Common
Stock
under the said Plan among the optionees (to be divided pro rata among them)
shall vest on each anniversary of the grant until the end of six years,
whereby all the options to purchase the 6,600,000 shares of Common Stock
shall vest and be immediately exercisable. However, in the event (i)
the Company reports an after tax Net Income (as defined in the Securities
Purchase Agreement) of $14,000,000 in its Annual Report on Form 10-K filed
with the SEC for its fiscal year 2008, then options to purchase 2,200,000 shares
of Common Stock in the aggregate under the Plan shall vest and become
immediately exercisable and each grantee of such options shall be entitled to
exercise his/her options rateably, (ii) the Company reports an after tax
Net Income of $18,000,000 in its Annual Report on Form 10-K filed with the
SEC for its fiscal year 2009, then options to purchase another 2,200,000 shares
of Common Stock in the aggregate under the Plan shall vest and become
immediately exercisable and each grantee of such options shall be entitled to
exercise his/her options rateably and (iii) the Company reports an after tax Net
Income of $22,000,000 in its Annual Report on Form 10-K filed with the SEC
for its fiscal year 2010, then options to purchase another 2,200,000 shares of
Common Stock in the aggregate under the Plan shall vest and become immediately
exercisable and each grantee of such options shall be entitled to exercise
his/her options rateably. The number of shares of Common Stock covered by
the Plan shall be subject to adjustment for subsequent events, including but not
limited to the Reverse Split described in section 4 (p) of Securities Purchase
Agreement dated August 29, 2008, and approved hereto, and it is
further
RESOLVED that the Company be
and hereby authorized to effectuate a three-for-one (3:1) reverse split of the
Company’s issued and outstanding shares of common stock without changing the par
value of the stock; provided that no fractional shares of the Company
shall be issued in connection with the Reverse Split and the number of shares to
be received by a stockholder shall be rounded up to the nearest whole number of
shares in the event that such stockholder would otherwise be entitled to receive
a fractional share as a result of the Reverse Split.
RESOLVED that the proper
officers of the Company be, and they and each of them hereby are, authorized and
empowered, in the name of the Company and on its behalf, to prepare and file
with the Securities and Exchange Commission (the “Commission”) and distribute to
the stockholders of the Company an Information Statement pursuant to Regulation
14C under the Exchange Act (the “Information Statement”) with respect to the
Reverse Split, such Information Statement to be in such form as such officers,
in their sole discretion, shall determine to be necessary, appropriate or
desirable, in conformance with applicable laws, rules and regulations, any such
determination to be conclusively evidenced by the preparation, signing, filing
and distribution by such officers of the Information Statement; and be it
further
8
RESOLVED, that the record date
for determining shareholders to receive the Information Statement (the “Record
Date”) be, and it is hereby, fixed as the close of business on February 13,2009; and be it further
RESOLVED, that the effective
date of the Reverse Split be, and it hereby is, fixed as the date which shall be
as soon as practicable after the expiration of 20 days after the Information
Statement is sent to stockholders and notification to and approval by FINRA of
the same; and be it further
RESOLVED, that the proper
officers of the Company be, and they and each of them hereby are, authorized and
empowered, in the name of the Company and on its behalf, to execute and deliver
all such further documents, instruments and agreements, and to do all such
further acts and things, as such officers, in their sole discretion, shall
determine to be necessary, appropriate or desirable to effectuate the foregoing
resolutions, any such determination to be conclusively evidenced by the
execution and delivery by such officers of any such document, instrument or
agreement or the doing by them of any such act or thing;
RESOLVED that this consent may
be executed in one or more counterparts.
[SIGNATURE
PAGE TO FOLLOW]
9
IN WITNESS WHEREOF, the
undersigned, being all of the directors of the Company, consent hereto in
writing as of December 6, 2008, and direct that this instrument be filed with
the minutes of proceedings of the Board of Directors of the
Company.
The
undersigned, constituting the majority of the shareholders of Universal Travel
Group, a Nevada corporation (the “Company”), hereby executes this
written consent to action in accordance with Section 78.320 (2) of the Nevada
Revised Statutes, as if duly adopted at a duly called and noticed
meeting:
WHEREAS, in connection with
the Securities Purchase Agreement dated August 29, 2008, the board of directors
of the Company had approved and adopted and the majority shareholders believe
that it is in the best interest of the Company to adopt a 2008 Incentive Stock
Option Plan (the “Plan”)
which aims to support and increase the Company's ability to attract, engage and
retain individuals of exceptional talent, to provide additional incentive for
persons employed or associated with the Company, including without limitation
any employee, director, general partner, officer, attorney, accountant,
consultant or advisor, and to advance the best interests of the Company by
providing to those persons who have a substantial responsibility for its
management, affairs, and growth, a proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company and to register the shares under the Plan by filing a Registration
Statement on Form S-8.
WHEREAS the board of directors
approved the execution of the Stock Option Plan and the reservation and issuance
of 6,600,000 shares of common stock of the Company to certain employees of the
Company and the majority shareholders believe that it is in the best interest of
the Company to do so;
WHEREAS the board of directors
had approved and authorized a three-for-one (3:1) reverse split of the Company’s
issued and outstanding shares of common stock (“Reverse Split”) and pursuant
thereto, the preparation and mailing of an information statement on Schedule 14C
to all shareholders of the Company and notification of the same to FINRA the
majority shareholders believe that it is in the best interest of the Company to
do so;
THEREFORE, BE IT:
RESOLVED, that all the board
of directors’ actions to adopt and execute the Plan be and is hereby ratified
and approved, and be it further
RESOLVED that all the board of
directors’ actions to effectuate the Reverse Split be and is hereby ratified and
approved.
RESOLVED, that the proper
officers of the Company be, and they and each of them hereby are/is, authorized
and empowered, in the name of the Company and on its behalf, to execute and
deliver all such further documents, instruments and agreements, and to do all
such further acts and things, as such officers, in their sole discretion, shall
determine to be necessary, appropriate or desirable to effectuate the foregoing
resolutions, any such determination to be conclusively evidenced by the
execution and delivery by such officers of any such document, instrument or
agreement or the doing by them of any such act or thing.
11
IN WITNESS WHEREOF, the
undersigned has executed this Written Consent as of the date indicated
below.
