EXHIBIT 99.5
SECURITY AGREEMENT - STOCK PLEDGE
This SECURITY AGREEMENT - STOCK PLEDGE (as may hereafter be amended,
supplemented or restated from time-to-time in accordance with the terms hereof,
this "Agreement"), dated as of May 7, 1998 is entered into by and between XXXXXX
SNOWBOARDS, INC., an Oregon corporation ("Pledgor"), and FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), in light of the following
facts:
R E C I T A L S
A. Pledgor, Westbeach Snowboard U.S.A. Inc., and Foothill are
contemporaneously herewith entering into that certain Loan and Security
Agreement, dated as of even date (as may hereafter be amended, supplemented or
restated from time-to-time in accordance with the terms thereof, the "Loan
Agreement");
B. Pledgor is the record owner of 100 shares of the Common Stock,
$10 par value (the "Common Stock") of Xxxxxx International, Inc., a corporation
organized under the laws of Guam (the "Company"); and
C. Pursuant to the terms of the Loan Agreement, Pledgor and Foothill
are entering into this Agreement as additional security for the Obligations (as
defined in the Loan Agreement).
A G R E E M E N T
NOW THEREFORE, in consideration of the mutual promises, covenants,
conditions, representations, and warranties hereinafter set forth and for other
good and valuable consideration, the parties hereto mutually agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. All initially capitalized terms used but not
defined in this Agreement shall have the meanings assigned to such terms in the
Loan Agreement. In addition, the following terms, as used in this Agreement,
have the following meanings:
"Bankruptcy Code" means Bankruptcy Reform Act of 1978 (11 U.S.C.
Sections 101-1330), as amended or supplemented from time to time, and any
successor statute, and any and all rules issued or promulgated in connection
therewith.
"Code" means the California Uniform Commercial Code, as amended and
supplemented from time to time, and any successor statute.
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"Collateral" means all of the following:
(i) 66.5 shares of the outstanding Common Stock of the Company which
shares constitutes 66.5% of the capital stock of the Company and all of the
hereafter-acquired shares of Common Stock of the Company in which Pledgor has an
interest at any time while this Agreement is in effect (the "Shares");
(ii) All of Pledgor's presently existing and hereafter arising stock
subscription warrants, stock options, or other rights to the Company's capital
stock and all rights represented thereby (the "Options"); and
(iii) The proceeds of each of the foregoing, including any and all
dividends, cash, stock, instruments, and other property from time to time
received, receivable, or otherwise distributed in respect of or in exchange for
the Shares or Options (the "Proceeds").
Notwithstanding the foregoing, the percentage of Shares, Options, or Proceeds
pledged under this Agreement shall not exceed 66.5% of the Pledgor's interest in
Company.
"Event of Default" has the meaning given to such term in Section 10.
"Secured Obligations" means the Obligations (as defined in the Loan
Agreement) and the obligations of Pledgor hereunder.
"'33 Act" means the Securities Act of 1933, as amended and
supplemented from time to time, and any successor statute, and any and all rules
promulgated in connection therewith.
1.2 CONSTRUCTION. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, and the term "including" is not limiting. The
words "hereof," "herein," "hereby," "hereunder," and other similar terms refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Any reference herein to any document includes any and all
alterations, amendments, extensions, modifications, renewals, or supplements
thereto or thereof, as applicable. Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against Foothill or Pledgor,
whether under any rule of construction or otherwise. On the contrary, this
Agreement has been reviewed by Pledgor, Foothill, and their respective counsel,
and shall be construed and interpreted according to the ordinary meaning of the
words used so as to fairly accomplish the purposes and intentions of Foothill
and Pledgor.
2. PLEDGE. As security for the prompt and complete payment and performance of
the Secured Obligations, Pledgor hereby delivers, pledges, and grants to
Foothill a continuing security interest in all of Pledgor's now-owned or
hereafter-acquired right, title, and interest in and to the Collateral. All
certificates or instruments representing
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or evidencing the Collateral shall be delivered promptly to and held by Foothill
pursuant hereto and shall be in suitable form for transfer or assignment in
blank, all in form and substance satisfactory to Foothill.
3. FURTHER ASSURANCES. Pledgor agrees that it shall cooperate with Foothill
and shall execute and deliver, or cause to be executed and delivered, to
Foothill all stock powers, proxies, assignments, financing statements,
instruments, and other documents, and shall take all further action, at the
expense of Pledgor, from time to time requested by Foothill, in order to
maintain a continuing, first-priority, perfected security interest in the
Collateral in favor of Foothill, and to enable Foothill to exercise and enforce
its rights and remedies hereunder with respect to the Collateral, and Pledgor
agrees that it shall execute and deliver to Foothill at Foothill's request any
further applications, agreements, documents and instruments, and shall perform
any and all acts deemed necessary by Foothill to carry into effect the terms,
conditions, and provisions of this Agreement and the transactions connected
herewith. Should Pledgor fail to execute or deliver any such applications,
agreements, documents, financing statements and instruments, or to perform any
such acts, Pledgor acknowledges that Foothill may execute and deliver the same
and perform such acts in the name of Pledgor and on its behalf as its attorney-
in-fact in accordance with Section 13.
4. FOOTHILL'S DUTIES. Foothill shall not have any duties with respect to the
Collateral other than the duty to use reasonable care if the Collateral is in
its possession. In accordance with Section 9207 of the Code, Foothill shall be
deemed to have used reasonable care if it observes substantially the same
standard of care with respect to the custody or preservation of the Collateral
as it observes with respect to similar assets owned by Foothill. Without
limiting the generality of the foregoing, Foothill shall not be under any
obligation to take any steps to preserve rights in the Collateral against any
other parties, to sell the same if it threatens to decline in value, or to
exercise any rights represented thereby (including rights with respect to calls,
conversions, exchanges, maturities, or tenders); provided, however, that
Foothill may, at its option, do so, and any and all expenses incurred in
connection therewith shall be for the account of Pledgor.
5. VOTING RIGHTS; DIVIDENDS; ETC. During the term of this Agreement, and as
long as no Event of Default has occurred and is continuing:
5.1 Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Shares or any part thereof; provided,
however, no vote shall be cast or any consent, waiver or ratification given or
any action taken which would violate or be inconsistent with the terms of this
Agreement, the Loan Agreement or any other instrument or agreement referred to
therein or herein, or which could have the effect of impairing the value of the
Collateral or any part thereof or the position or interest of Foothill therein.
5.2 Pledgor shall be entitled to receive and retain any and all dividends
and distributions paid in respect of the Shares; provided, however, that any and
all:
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(a) dividends and distributions paid or payable other than in cash in
respect of, and any and all additional shares or instruments or other
property received, receivable, or otherwise distributed in respect of,
or in exchange for the Shares;
(b) dividends and distributions paid or payable in cash in respect of any
Shares in connection with a partial or total liquidation or
dissolution, merger, consolidation of the Company, or any exchange of
stock, conveyance of assets, or similar corporate reorganization; and
(c) cash paid with respect to, payable, or otherwise distributed on
redemption of, or in exchange for, any Shares,
shall be forthwith delivered to Foothill to hold as Collateral and shall, if
received by Pledgor, be received in trust for the benefit of Foothill, be
segregated from the other property or funds of Pledgor, and be forthwith
delivered to Foothill as Collateral in the same form as so received (with any
necessary endorsement), and, if deemed appropriate by Foothill, Pledgor shall
take such actions, including the actions described in Section 2, as Foothill may
require.
6. REPRESENTATIONS, WARRANTIES, AND COVENANTS. Pledgor warrants, represents,
and covenants that:
6.1 Pledgor is a corporation duly organized, validly existing and in good
standing under the laws of Oregon.
6.2 The execution, delivery and performance of this Agreement are within
Pledgor's powers, are not in conflict with the terms of the Certificate of
Incorporation or By-Laws or other organizational agreement or instrument of
Pledgor, and will not result in a breach of or constitute a default under any
material contract, obligation, indenture or other instrument to which Pledgor is
a party or by which Pledgor is bound; and there is no material law, rule or
regulation, nor is there any judgment, decree or order of any court or
governmental authority binding on Pledgor which would be contravened by the
execution, delivery, performance or enforcement of this Agreement.
6.3 Pledgor has taken all corporate action necessary to authorize the
execution and delivery of this Agreement, and the consummation of the
transactions contemplated hereby and thereby. Upon its execution and delivery in
accordance with the terms hereof, this Agreement will constitute legal, valid
and binding agreements and obligations of Pledgor, enforceable against Pledgor
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, and similar laws and equitable principles affecting the
enforcement of creditors' rights generally.
6.4 Other than United States federal laws and state and securities laws
and rules, there are no restrictions upon the transfer of any of the Collateral
to or by Foothill; Pledgor is the sole beneficial owner of the Collateral, and
Pledgor has the right
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to pledge and grant a security interest in or otherwise transfer such Collateral
free of any encumbrances or rights of third parties, except for Permitted Liens.
6.5 All of the Collateral shall remain free from all liens, claims,
encumbrances, and purchase-money or other security interests except as created
hereby. Pledgor shall not, without Foothill's prior written consent, sell or
otherwise dispose of any of the Collateral.
6.6 The execution and delivery of this Agreement, and the delivery to
Foothill of the certificate evidencing the Shares creates a valid, perfected,
and first-priority security interest in the Collateral in favor of Foothill, and
all actions necessary or desirable to such perfection have been duly taken.
6.7 No authorization or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required either: (a) for the
grant by Pledgor of the security interest granted hereby or for the execution,
delivery, or performance of this Agreement by Pledgor; (b) for the perfection of
or exercise by Foothill of its rights and remedies hereunder (except as may have
been taken by or at the direction of Pledgor or as may be required in connection
with a disposition of the Collateral by laws affecting the offering and sale of
securities generally); or (c) for the exercise by Foothill of the voting or
other rights provided for in this Agreement or the remedies in respect of the
Collateral pursuant to this Agreement (except as may be required in connection
with a disposition of the Collateral by laws affecting the offering and sale of
securities generally) and any applicable antitrust laws.
6.8 The Company presently has issued and outstanding 100 shares of Common
Stock, which shares are owned by Pledgor.
6.9 There are no presently existing Options.
6.10 The Shares has been duly and validly issued by the Company, and are
fully paid and nonassessable.
6.11 Pledgor has made its own arrangements for keeping informed of changes
or potential changes affecting the Collateral (including, but not limited to,
rights to convert, rights to subscribe, payment of dividends, reorganization or
other exchanges, tender offers, and voting rights), and Pledgor agrees that
Foothill shall not have any responsibility or liability for informing Pledgor of
any such changes or potential changes or for taking any action or omitting to
take any action with respect thereto.
7. SHARE ADJUSTMENTS. In the event that during the term of this Agreement,
any reclassification, readjustment, or other change is declared or made in the
capital structure of the Company, or any Option is exercised, all new
substituted and additional shares, options, or other securities, issued or
issuable to Pledgor by reason of any such change or exercise shall be delivered
to and held by Foothill under the terms of this Agreement in the same manner as
the Collateral originally pledged hereunder.
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8. OPTIONS. In the event that during the term of this Agreement Options shall
be issued or exercised in connection with the Collateral, such Options acquired
by Pledgor shall be immediately assigned by Pledgor to Foothill and all new
shares or other securities so acquired by Pledgor shall also be immediately
assigned to Foothill to be held under the terms of this Agreement in the same
manner as the Collateral originally pledged hereunder.
9. CONSENT. Pledgor hereby consents that, from time to time, before or after
the occurrence or existence of any Event of Default, with or without notice to
or assent from Pledgor, any other security at any time held by or available to
Foothill for any of the Secured Obligations or any other security at any time
held by or available to Foothill of any other person, firm, or corporation
secondarily or otherwise liable for any of the Secured Obligations, may be
exchanged, surrendered, or released and any of the Secured Obligations may be
changed, altered, renewed, extended, continued, surrendered, compromised,
waived, or released, in whole or in part, as Foothill may see fit. Pledgor shall
remain bound under this Agreement notwithstanding any such exchange, surrender,
release, alteration, renewal, extension, continuance, compromise, waiver, or
inaction, or extension of further credit.
10. EVENT OF DEFAULT. The occurrence of an Event of Default under, and as
defined in, the Loan Agreement shall constitute an event of default ("Event of
Default") under this Agreement.
11. REMEDIES UPON DEFAULT. Upon the occurrence and continuance of an Event of
Default, Foothill shall have, in addition to any other rights given by law or in
this Agreement, in the Loan Agreement, or in any other agreement between
Foothill and Pledgor, all of the rights and remedies with respect to the
Collateral of a secured party under the Code, and also shall have, without
limitation, the following rights, which Pledgor hereby agrees to be commercially
reasonable:
11.1 to transfer all or any part of the Collateral into the Foothill's
name or the name of its nominee or nominees;
11.2 all rights of Pledgor to exercise the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant to Section 5.1
and to receive the dividends and distributions that it would otherwise be
authorized to receive and retain pursuant to Section 5.2 shall, at Foothill's
option, cease, and all such rights shall, at Foothill's option, thereupon become
vested in Foothill, and Foothill shall, at its option, thereupon have the sole
right to exercise such voting and other consensual rights and to receive and
hold as Collateral such dividends and interest payments. Any payments received
by Pledgor contrary to the provisions of this Section 11.2 shall be held in
trust by Pledgor for the benefit of Foothill, shall be segregated from other
funds of Pledgor, and shall be promptly paid over to Foothill, with any
necessary endorsement;
11.3 to vote the Shares (whether or not transferred into the name of the
Foothill), and give all consents, waivers and ratifications in respect of the
Collateral
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and otherwise act with respect thereto as though it were the outright owner
thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS FOOTHILL THE PROXY
AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF
SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND
TERMINATE UPON THE SOONER TO OCCUR OF: (a) THE INDEFEASIBLE PAYMENT IN FULL OF
THE SECURED OBLIGATIONS; AND (b) APRIL 3, 2008.
11.4 at any time or from time to time, to sell, assign and deliver, or
grant options to purchase, all or any part of the Collateral, or any interest
therein, at any public or private sale, without demand of performance,
advertisement or notice of intention to sell or of the time or place of sale or
adjournment thereof or to redeem or otherwise (all of which are hereby waived by
Pledgor), for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or prices and
on such terms as the Foothill in its absolute discretion may determine;
provided, that at least five days notice of the time and place of any such sale
shall be given to Pledgor. Foothill shall not be obligated to make any such sale
of Collateral regardless of whether any such notice of sale has therefore been
given. Pledgor hereby waives any other requirement of notice, demand, or
advertisement for sale, to the extent permitted by law. Pledgor hereby waives
and releases to the fullest extent permitted by law any right or equity of
redemption with respect to the Collateral, whether before or after sale
hereunder, and all rights, if any, of marshalling the Collateral and any other
security for the Secured Obligations or otherwise. At any such sale, unless
prohibited by applicable law, Foothill may bid for and purchase all or any part
of the Collateral so sold free from any such right or equity of redemption.
Foothill shall not be liable for failure to collect or realize upon any or all
of the Collateral or for any delay in so doing nor shall Foothill be under any
obligation to take any action whatsoever with regard thereto;
11.5 to buy the Collateral, in its own name, or in the name of a designee
or nominee. Foothill shall have the right to execute any document or form, in
its name or in the name of the Pledgor, that may be necessary or desirable in
connection with such sale of the Collateral.
11.6 to sell the Collateral by a private placement, restricting bidders
and prospective purchasers to those who will represent and agree that they are
purchasing for investment only and not for distribution. In so doing, Foothill
may solicit offers to buy the Collateral, or any part of it for cash, from a
limited number of investors deemed by Foothill, in its reasonable credit
judgment, to be responsible parties who might be interested in purchasing the
Collateral. If Foothill shall solicit such offers from not less than four such
investors, then the acceptance by Foothill of the highest offer obtained
therefor shall be deemed to be a commercial reasonable method of disposition of
such Collateral, even though the sales price established and/or obtained may be
substantially less than the price that would be obtained pursuant to a public
offering. Notwithstanding the foregoing, should Foothill determine that, prior
to any public offering of any securities contained in the Collateral, such
securities should be registered under the '33 Act and/or registered or qualified
under any other United States federal or state law, and that such registration
and/or
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qualification is not practical, Pledgor agrees that it will be commercially
reasonable if a private sale is arranged so as to avoid a public offering even
if offers are solicited from fewer than four investors, and even though the
sales price established and/or obtained may be substantially less than the price
that would be obtained pursuant to a public offering.
12. INDEFEASIBLE PAYMENT. The Secured Obligations shall not be considered
indefeasibly paid for purposes of this Agreement unless and until all payments
to Foothill are no longer subject to any right on the part of any Person,
including Pledgor, Pledgor as a debtor in possession, or any trustee (whether
appointed under the Bankruptcy Code or otherwise) of Pledgor or any of Pledgor's
Assets, to invalidate or set aside such payments or to seek to recoup the amount
of such payments or any portion thereof, or to declare same to be fraudulent or
preferential. In the event that, for any reason, any portion of such payments to
Foothill is set aside or restored, whether voluntarily or involuntarily, after
the making thereof, then the obligation intended to be satisfied thereby shall
be revived and continued in full force and effect as if said payment or payments
had not been made.
13. FOOTHILL AS PLEDGOR'S ATTORNEY-IN FACT. Pledgor hereby irrevocably
appoints Foothill as its attorney-in-fact to arrange for the transfer, at any
time after the occurrence and during the continuance of an Event of Default, of
the Collateral on the books of the Company to the name of Foothill or to the
name of Foothill's nominee. Pledgor further authorizes Foothill to perform any
and all acts which Foothill deems necessary for the protection and preservation
of the Collateral or of the value of Foothill's security interest therein,
including but not limited to receiving income thereon as additional security
hereunder, all at Pledgor's expense, and Pledgor agrees to repay Foothill
promptly upon demand any amounts expended hereunder by Foothill, together with
interest thereon. Pledgor further grants to Foothill a power of attorney coupled
with an interest to execute all agreements, forms, applications, documents and
instruments and to take all actions and do all things as could be executed,
taken, or done by Pledgor in connection with the protection and preservation of
the Collateral or this Agreement if Pledgor does not timely do so. This power of
attorney is irrevocable and coupled with an interest, and authorizes Foothill to
act for Pledgor in connection with the matters described herein without notice
to or demand upon Pledgor.
14. GENERAL PROVISIONS.
14.1 CUMULATIVE REMEDIES; NO PRIOR RECOURSE TO COLLATERAL. The
enumeration herein of Foothill's rights and remedies is not intended to be
exclusive, and such rights and remedies are in addition to and not by way of
limitation of any other rights or remedies that the Foothill may have under the
Loan Agreement, the Loan Documents, the Code, or other applicable law. Foothill
shall have the right, in its sole discretion, to determine which rights and
remedies are to be exercised and in which order. The exercise of one right or
remedy shall not preclude the exercise of any others, all of which shall be
cumulative.
14.2 NO IMPLIED WAIVERS. No act, failure, or delay by Foothill shall
constitute a waiver of any of its rights and remedies. No single or partial
waiver by
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Foothill of any provision of this Agreement or any other Loan Document, or of a
breach or default hereunder or thereunder, or of any right or remedy which
Foothill may have, shall operate as a waiver of any other provision, breach,
default, right, or remedy or of the same provision, breach, default, right, or
remedy on a future occasion. No waiver by Foothill shall affect its rights to
require strict performance of this Agreement.
14.3 NOTICES. All notices or demands by any party hereto to the other
party and relating to this Agreement shall be sent in accordance with the terms
of Section 12 of the Loan Agreement.
14.4 SUCCESSORS AND ASSIGNS. This Agreement shall bind the successors and
assigns of Pledgor, and shall inure to the benefit of the successors and assigns
of Foothill; provided, however, that Pledgor may not assign this Agreement nor
delegate any of its duties hereunder without Foothill's prior written consent
and any prohibited assignment shall be absolutely void. Foothill may assign this
Agreement and its rights and duties hereunder and no consent or approval by
Pledgor is required in connection with any such assignment. Foothill reserves
the right to sell, assign, transfer, negotiate, or grant participations in all
or any part of, or any interest in Foothill's rights and benefits hereunder.
14.5 SECTION HEADINGS. Headings and numbers have been set forth herein
for convenience only. Unless the contrary is compelled by the context,
everything contained in each section applies equally to this entire Agreement.
14.6 AMENDMENTS IN WRITING. This Agreement cannot be changed or
terminated orally, but only by a writing signed by each party hereto. All prior
agreements, understandings, representations, warranties, and negotiations, if
any, are merged into this Agreement.
14.7 COUNTERPARTS; TELEFACSIMILE EXECUTION. This Agreement may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be
an original, and all of which, when taken together, shall constitute but one and
the same Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver a manually executed
counterpart of this Agreement but the failure to deliver a manually executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.
14.8 TERMINATION BY FOOTHILL. After termination of the Loan Agreement and
when Foothill has received payment and performance, in full, of the Secured
Obligations, Foothill shall execute and deliver to Pledgor a termination of all
of the security interests granted by Pledgor hereunder and, to the extent they
have been delivered to Foothill and not disposed of in accordance with this
Agreement, certificates evidencing the Shares.
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14.9 GOVERNING LAW; SEVERABILITY OF PROVISIONS. This Agreement shall be
deemed to have been made in the State of California and the validity,
enforceability, construction, interpretation and enforcement of this Agreement
and the rights of the parties hereto shall be determined under, governed by and
construed in accordance with the laws of the State of California without regard
to the principles of conflicts of law; provided, however, the respective rights
of the parties hereto in the Collateral, including voting the Shares, transfer
of the Shares and proxy rights, shall be governed by the corporate laws of the
State of California to the extent such law is applicable to such rights. If any
provision of this Agreement or its exhibits shall be determined to be invalid,
void or illegal, such provision shall be construed and amended in a manner which
would permit its enforcement, but in no event shall such provision affect,
impair or invalidate any other provision hereof.
14.10 JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. THE PARTIES HERETO
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE OR FEDERAL COURT LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. THE PARTIES HERETO HEREBY EXPRESSLY
WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION
OR PROCEEDING ARISING UNDER OR WITH RESPECT TO OR IN ANY WAY RELATED TO THIS
AGREEMENT. THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION OF THE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE OTHER PARTY HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
XXXXXX SNOWBOARDS, INC.,
an Oregon corporation
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
---------------------------------
Title: CEO
---------------------------------
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ Xxxxx Xxxxx
---------------------------------
Title: AVP
---------------------------------
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