Full Name and Address of the attorney or investment bank, as applicable:
(the “PAL” or “Principal American Liaison”)
THIS AGREEMENT by and among OTC Markets Group Inc., a Delaware corporation with an office located at 304 Hudson Street, 3rd Floor, New York, NY 10013 (“OTC Markets Group”), the Issuer and the PAL indicated above, dated as of the date executed by OTC Markets Group below.
WHEREAS'>WITNESSETH: WHEREAS, the Issuer desires to retain the attorney or investment bank as the Issuer’s Principal American Liaison, as such term is defined in the OTCQX Rules for International Companies, as amended from time to time, in connection with the Issuer’s application for OTCQX, a system for issuers meeting certain qualitative standards to provide information to investors, operated by OTC Markets Group, and the PAL desires to act as the Issuer’s Principal American Liaison in connection with the Issuer’s OTCQX application; and
WHEREAS, OTC Markets Group is willing to accept the appointment of the PAL by the Issuer and consider the Issuer for inclusion on OTCQX;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, OTC Markets Group, the Issuer and the PAL (collectively, the “Parties”) hereby agree as follows:
1. The Issuer selects the PAL, and the PAL agrees, to act as the Issuer’s Principal American Liaison with respect to the Issuer’s OTCQX application, on the terms set forth herein. The PAL accepts this appointment as of the date hereof, and agrees to act as the Principal American Liaison to the Issuer on an ongoing basis. This Agreement shall continue in effect until terminated according to Paragraph 4 below.
2. The Issuer and the PAL acknowledge and agree that OTC Markets Group will identify the PAL as the Principal American Liaison to the Issuer, and that the PAL’s appointment as the Issuer’s Principal American Liaison is publicly available to all interested persons on www.otcmarkets.com, and through other web portals and data feeds, without the use of a password or other means to restrict access or the payment of any fee to OTC Markets Group.
3. The PAL represents to OTC Markets Group and the Issuer that it continues to meet the requirements of a Principal American Liaison, as set forth in the Application to Serve as a Principal American Liaison: Attorneys and Investment Banks and the OTCQX Rules for International Companies, each as amended from time to time.
4. The Issuer and the PAL acknowledge that this Agreement does not (i) create any obligation on the Issuer’s part to retain the PAL, (ii) create any obligation on the PAL’s part to continue to serve as Principal American Liaison to the Issuer, (iii) create any obligation on OTC Markets Group’s part to maintain the Issuer’s inclusion on OTCQX, or (iv) create any obligation on OTC Markets Group’s part to retain the PAL on its list of approved Principal American Liaisons for any fixed period of time. This Agreement may be terminated by any of the Parties at any time, for any reason, by providing written notice to each of the other Parties.
5. The Issuer agrees to provide the PAL with complete access to all documents, materials and any other information, including confidential and proprietary information, and access to the Issuer’s personnel, and to provide the PAL with any required initial and updated Personal Information Forms, to enable the PAL to comply completely with its duties as a PAL, as set forth in the OTCQX Rules for International Companies, as amended from time to time. The Issuer agrees to respond to the PAL’s requests for documents, materials and other information on a timely basis. The Issuer also agrees to inform the PAL of all material information and events relating to the Issuer, on an ongoing basis.
6. The PAL agrees to use its best efforts to advise the Issuer of its compliance obligations and responsibilities under U.S. Federal and state securities laws and in connection with the Issuer’s inclusion on OTCQX and ongoing periodic disclosure obligations thereafter: provided, however, that a PAL that is an investment bank shall not be required to engage in the practice of law.
7. The Issuer and its management are solely responsible for the content of the information provided by the Issuer to OTC Markets Group or published through the OTC Disclosure and News Service or on the U.S. Securities and Exchange Commission’s EDGAR system (the “Information”).
8. The PAL agrees to promptly notify the Issuer (i) if the PAL is censured by OTC Markets Group, (ii) if it is removed by OTC Markets Group from its role a PAL with respect to any particular issuer, (iii) if its status as a PAL is revoked by OTC Markets Group or (iv) if it is removed from the list of approved Principal American Liaisons by OTC Markets Group.
9. The Issuer agrees that the PAL may notify OTC Markets Group in the event of the PAL’s resignation or termination by the Issuer, and the Issuer hereby waives any claim of privilege that is inconsistent with the provision of such notice. The PAL will promptly provide a written letter to the Issuer that describes the reasons for any such resignation, and the Issuer, in its sole discretion, may provide such letter to OTC Markets Group or any other person.
10. The Issuer agrees that any fees payable to its PAL for its services are paid according to a separate fee agreement between Issuer and the PAL. If the PAL is an attorney, the Issuer and the PAL agree that the issuer will not offer, and the PAL will not accept, payment for services rendered by the PAL in the form of securities of the Issuer or any of its affiliates.
11. Neither this Agreement nor any of the rights and obligations of the Issuer or the PAL hereunder may be assigned or transferred to any other person, except upon the written consent of OTC Markets Group, the Issuer and the PAL, as the case may be. Nothing, express or implied, in this Agreement is intended to confer on any person other than the PAL, the Issuer or OTC Markets Group, or their respective permitted successors or assigns, any rights or remedies under or by reason of this Agreement.
12. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, except for its conflicts of laws provisions. The PAL, the Issuer and OTC Markets Group hereby submit to the jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of this Agreement or the transactions contemplated hereby. The PAL, the Issuer and OTC Markets Group hereby waive, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the PAL and the Issuer agrees that, in the event OTC Markets Group obtains a favorable judgment, whether as plaintiff, defendant or otherwise, against the PAL or the Issuer, as the case may be, in any legal proceeding arising out of this Agreement or the transactions contemplated hereby, OTC Markets Group shall, in addition to any other remedies awarded by the court, be entitled to recover from the PAL or the Issuer, as the case may be, all costs and expenses, including attorneys’ fees, litigation costs, and expenses of investigation incurred in connection with any such proceeding.
13. In the event any provision of this Agreement shall be held to be void, unlawful or unenforceable, all of the remaining provisions shall nevertheless remain in full force and effect.
14. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all previous contracts and agreements between the parties hereto, both oral and written.
15. All notices, requests or other communications required or permitted to be given between the parties shall be in writing and shall be delivered personally, by an overnight courier service or sent by registered or certified mail, postage prepaid, return receipt requested, to the Parties at the addresses set forth on the first page of this Agreement.
16. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed or caused their duly authorized officers to execute this Agreement.
By (signature): __________________________________
Name (print): Title: Date:
PRINCIPAL AMERICAN LIAISON By (signature): __________________________________ Name (print): Title: Date:
OTC MARKETS GROUP INC. By: ___________________________________________
Name: Lisabeth Heese
Title: EVP, Issuer and Information Services
Date Executed by OTC Markets Group: ___________________________________ A signed copy will be sent to the Issuer and the PAL for their records.