PLEDGE AND ESCROW AGREEMENT
THIS PLEDGE AND ESCROW AGREEMENT, dated as of May __, 1999 (this
"Agreement"), is entered into by and among XXXXX XXXXXXX AND XXXXX XXXXXXX,
residents of the State of Oregon (the "Kollmans"), the INTERNAL REVENUE SERVICE
(the "IRS") and WEST COAST TRUST CO., INC., D/B/A WEST COAST TRUST (the "Escrow
Agent"). The Escrow Agent, the Kollmans, and the IRS are referred to
collectively in this Agreement as the "Parties" and individually as a "Party".
RECITALS
A. The Kollmans hold 13,778,061 shares of the Common Stock, $.01 par value,
of Humascan, Inc., a Delaware corporation ("Humascan"), and 768,970 shares of
Humascan's Series B Preferred Stock (collectively, the "Escrow Shares").
B. The Kollmans and the IRS have negotiated a settlement of all amounts due
and owing by the Kollmans to the IRS regarding income tax underpayments for the
1996 through 1998 years and any income tax deficiencies for the 1993 through
1995 years (the "Tax Liabilities") pursuant to the terms and conditions of the
First Revised Proposal for Payment of Tax Liabilities of Xxxxx and Xxxxx
Xxxxxxx, dated as of June ___, 1999 (the "Payment Proposal").
C. It is a condition precedent to the execution and delivery of the Payment
Proposal that the Parties execute and deliver this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals and of the respective
agreements and covenants contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Parties,
intending to be legally bound hereby, agree as follows:
SECTION 1. ESTABLISHMENT OF ESCROW ACCOUNT.
(a) Concurrently with the execution of this Agreement and pursuant to the
Payment Proposal, the Kollmans will deliver to the Escrow Agent all of the
certificates representing the Escrow Shares and the stock powers contemplated by
Section 2(b) of this Agreement. The Escrow Shares shall be referred to in this
Agreement as the "Escrowed Property." The Escrow Agent shall hold the Escrowed
Property in an account designated by the
1
Escrow Agent as the "Xxxxxxx/IRS Escrow Account" (the "Escrow Account"). The
Escrowed Property and any Proceeds (as defined below) shall be held,
administered and disposed of by the Escrow Agent in accordance with the terms
and conditions set forth in this Agreement.
(b) The Kollmans pledge and grant the IRS a security interest in all of
their right, title and interest in and to the Escrow Shares. The Kollmans
acknowledge the IRS's dominion and control over the Escrow Shares through their
possession by the Escrow Agent in accordance with the terms and conditions set
forth in this Agreement.
SECTION 2. THE ESCROW SHARES. So long as any Escrow Shares are held by the
Escrow Agent under this Agreement:
(a) The Kollmans shall be entitled to exercise any and all voting and
consensual rights and powers accruing to the Kollmans.
(b) The Kollmans shall sign and deliver to the Escrow Agent stock powers
endorsed in blank to transfer the Escrow Shares.
(c) The Kollmans may sell Escrow Shares as permitted by applicable federal
and state securities law. If the Kollmans elect to sell any Escrow Shares, the
Kollmans shall (i) provide the Escrow Agent with a lien discharge certificate
issued by the IRS specifying the number of Escrow Shares to be sold, and (ii)
instruct the purchaser of the Escrow Shares to pay the Escrow Agent in cash the
purchase price for the Escrow Shares. The Kollmans shall instruct the Escrow
Agent to deliver the certificate or certificates representing the Escrow Shares
to be sold to the purchaser of the Escrow Shares. If fewer than all Escrow
Shares are sold in accordance with Section 2(c) of this Agreement, the Escrow
Agent shall deliver to Humascan's transfer agent the original certificate or
certificates for cancellation and instruct Humascan's transfer agent to deliver
to the Escrow Agent (i) a certificate representing the Escrow Shares to be sold
and (ii) a certificate or certificates representing the balance of the Escrow
Shares. On receipt of the replacement certificates, the Escrow Agent shall
deliver the certificate representing the Escrow Shares to be sold to the
purchaser of the Escrow Shares, together with a stock power executed by the
Kollmans with respect to such certificate, and retain the certificate or
certificates for the Escrow Shares that will remain subject to the terms of this
Agreement.
(d) The Escrow Agent shall retain any stock Proceeds, which shall become
Escrow Shares, and the Escrow Agent shall distribute to the Kollmans, within
three (3) business days following receipt, that portion of cash Proceeds
received by the Escrow Agent in an amount equal to the product of the Effective
Tax Rate (as defined below) times the amount of the cash Proceeds received (the
"Tax Proceeds"). For this purpose, the "Effective Tax Rate" shall mean the
highest marginal effective combined federal, state and local income tax rates
applicable to an individual taxpayer as reasonably computed and provided to the
Escrow Agent by the Kollmans. The
2
Kollmans shall deposit in a separate deposit account any Tax Proceeds they
receive from the Escrow Agent. The Kollmans shall not commingle any other funds
at any time with any Proceeds deposited in such deposit account. The balance of
any cash Proceeds received by the Escrow Agent, less any costs, fees, expenses,
commissions or charges, shall be paid to the IRS to reduce the Tax Liabilities.
Any non-stock or non-cash Proceeds received shall be sold in a commercially
reasonable manner, and such Proceeds shall be applied in accordance with this
Section 2(d).
(e) "Proceeds" shall mean, as to any given Escrow Shares, any dividends
paid in stock, cash or other property, return of capital or other distributions
made on or in respect of such Escrow Share, whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock of
Humascan or received in exchange for such Escrow Share or as a result of any
merger, consolidation, acquisition or other exchange of assets to which Humascan
may be a party or otherwise, the proceeds of a sale in accordance with Sections
2(c) of this Agreement, or the proceeds of a sale of any non-cash Proceeds.
SECTION 3. RELEASE OF THE ESCROWED PROPERTY.
(a) The Escrow Agent shall release Escrowed Property in accordance with
Section 2(c) of this Agreement.
(b) On written notice from the Kollmans and the IRS that the Tax
Liabilities have been paid in full, the Escrow Agent shall within three business
days release to the Kollmans any Escrowed Property the Escrow Agent holds.
(c) On written notice from the IRS to the Escrow Agent that a default has
occurred under the Payment Proposal, together with a notice of levy or seizure,
the Escrow Agent shall within twenty-one business days release to the IRS any
Escrowed Property the Escrow Agent holds.
(d) The Escrow Agent shall release to the Kollmans any Escrowed Property
the Escrow Agent holds on written notice from the IRS to the Escrow Agent.
SECTION 4. NO DISTRIBUTION OF EXPENSES. Neither Kollmans nor the IRS shall
be entitled to reimbursement out of the Escrowed Property for any costs and
expenses incurred by them in connection with exercising their rights or
performing their duties under this Agreement.
SECTION 5. THE ESCROW AGENT. To induce the Escrow Agent to act under this
Agreement, it is further agreed by the IRS and Kollmans that:
(a) The Escrow Agent shall not be under any duty to give the Escrowed
Property held by it hereunder any greater degree of care than it gives its own
similar property and shall not be required to invest any Escrowed Property held
3
hereunder except as directed in this Agreement. Uninvested Escrowed Property
held hereunder shall not earn or accrue interest.
(b) This Agreement expressly sets forth all the duties of the Escrow Agent
with respect to any and all matters pertinent hereto. No implied duties or
obligations shall be read into this Agreement against the Escrow Agent. The
Escrow Agent shall not be bound by the provisions of any agreement among the
other Parties hereto except this Agreement.
(c) The Escrow Agent shall not be liable, except for its own gross
negligence or willful misconduct and, except with respect to claims based upon
such gross negligence or willful misconduct that are successfully asserted
against the Escrow Agent, the IRS and Kollmans shall jointly and severally
indemnify and hold harmless the Escrow Agent (and any successor escrow agent)
from and against any and all losses, liabilities, claims, actions, damages and
expenses, including reasonable attorneys' fees and disbursements, arising out of
and in connection with this Agreement. Without limiting the foregoing, the
Escrow Agent shall in no event be liable in connection with its investment or
reinvestment of any cash held by it hereunder in good faith, in accordance with
the terms hereof, including without limitation, any liability for any delays
(not resulting from its gross negligence or willful misconduct) in the
investment or reinvestment of the Escrowed Property or any loss of interest
incident to any such delays. This Section 5(c) shall survive notwithstanding any
termination of this Agreement or the resignation of the Escrow Agent.
(d) The Escrow Agent shall be entitled to rely in good faith upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity or
the service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it in good faith to be genuine and may assume that any
person purporting to give receipt or advice or make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so.
(e) The Escrow Agent may act pursuant to the advice of counsel with respect
to any matter relating to this Agreement and shall not be liable for any action
taken or omitted in good faith in accordance with such advice.
(f) The Escrow Agent does not have any interest in the Escrowed Property
deposited under this Agreement but is serving as escrow holder only and having
only possession thereof. The Kollmans shall pay or reimburse the Escrow Agent
upon request for any transfer taxes or other taxes relating to the Escrowed
Property incurred in connection with this Agreement and shall indemnify and hold
harmless the Escrow Agent from any amounts that it is obligated to pay in the
way of such taxes. Any payments of income from the Escrow Account shall be
subject to withholding regulations then in force with respect to United States
taxes. It is
4
understood that the Escrow Agent shall be responsible for income
reporting only with respect to income earned on investment of the Escrowed
Property and is not responsible for any other reporting. This Section 5(f) shall
survive notwithstanding any termination of this Agreement or the resignation of
the Escrow Agent.
(g) The Escrow Agent makes no representation as to the validity, value,
genuineness or the collectability of any security or other document or
instrument held by or delivered to it.
(h) The Escrow Agent shall not be called upon to advise any Party as to the
wisdom in selling or retaining or taking or refraining from any action with
respect to any securities or other property deposited hereunder.
(i) The Escrow Agent (and any successor escrow agent) may at any time
resign as such by delivering the Escrowed Property to any successor escrow agent
jointly designated by the other Parties hereto in writing or to any court of
competent jurisdiction, whereupon the Escrow Agent shall be discharged of and
from any and all further obligations arising in connection with this Agreement.
The resignation of the Escrow Agent will take effect on the earlier of such date
(the "Resignation Date"): (i) the appointment of a successor (including a court
of competent jurisdiction) or (ii) the date which is 30 days after the date of
delivery of its written notice of resignation to the other Parties hereto. Upon
the appointment of a successor escrow agent, such successor escrow agent shall
deliver written notice to the IRS and Kollmans on the appointment of such
successor escrow agent. If at the Resignation Date the Escrow Agent has not
received a designation of a successor escrow agent, the Escrow Agent's sole
responsibility after the Resignation Date shall be to safekeep the Escrowed
Property until receipt of a designation of successor escrow agent or a joint
written disposition instruction by the other Parties hereto or a Final
Determination.
(j) The Escrow Agent shall have no responsibility for the contents of any
writing of any third party contemplated herein as a means to resolve disputes
and may rely without any liability upon the contents thereof.
(k) In the event of any disagreement between the IRS and Kollmans resulting
in adverse claims or demands being made in connection with the Escrowed
Property, or in the event that the Escrow Agent in good faith is in doubt as to
what action it should take hereunder, the Escrow Agent shall be entitled to
retain the Escrowed Property until the Escrow Agent shall have received a
written agreement executed by the IRS and Kollmans directing delivery of the
Escrowed Property, in which event the Escrow Agent shall disburse the Escrowed
Property in accordance with such agreement. The Escrow Agent shall not be or
become liable in any way or to any person for its failure or refusal to act
during any pending disagreement. The Escrow Agent shall act on such agreement
without further question.
(l) The compensation of the Escrow Agent (as payment in full) for the
5
services to be rendered by the Escrow Agent hereunder shall be the amount of
$2,500 paid by the Kollmans at the time of execution of this Agreement and
$2,500 annually thereafter, together with reimbursement for all reasonable
expenses, disbursements and advances incurred or made by the Escrow Agent in
performance of its duties hereunder (including reasonable fees, expenses and
disbursements of its counsel) not to exceed $1,000, absent any litigation or
other dispute arising under this Agreement. Any fees or expenses of the Escrow
Agent or its counsel which are not paid as provided for in this Agreement may be
taken from any Escrow Property.
(m) No prospectuses, press releases, reports and promotional material, or
other similar materials which mention in any language the Escrow Agent's name or
the rights, powers, or duties of the Escrow Agent shall be issued by the other
Parties hereto or on such Parties' behalf unless the Escrow Agent shall first
have given its specific written consent thereto; provided, however, that the
Escrow Agent acknowledges that the IRS may file a copy of this Agreement as an
exhibit with the IRS's filings required under the Securities Exchange Act of
1934, as amended, and the Escrow Agent consents to the appearance of its name in
such filings.
(n) The other Parties hereto authorize the Escrow Agent, for any securities
held hereunder, to use the services of any United States central securities
depository it deems appropriate, including, but not limited to, the Depositary
Trust Company and the Federal Reserve Book Entry System.
SECTION 6. NOTICES. All notices, requests, consents, waivers, and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given (a) if transmitted by facsimile,
upon acknowledgment of receipt thereof in writing by facsimile or otherwise; (b)
if personally delivered, upon delivery or refusal of delivery; (c) if mailed by
registered or certified United States mail, return receipt requested, postage
prepaid, upon delivery or refusal of delivery; or (d) if sent by a nationally
recognized overnight delivery service, upon delivery or refusal of delivery. All
notices, consents, waivers, or other communications required or permitted to be
given hereunder shall be addressed to the respective Party to whom such notice,
consent, waiver, or other communication relates at the following addresses:
IF TO THE IRS: COPY TO:
Internal Revenue Service
0000 XX Xxxxx Xxxxxx, Xxxx 0000
M/S 0680
Xxxxxxxx, Xxxxxx 00000
Attn: Xx. Xxx Xxxx, Appeals Officer
Tel: (000) 000-0000
Fax: (000) 000-0000
6
IF TO THE KOLLMANS: COPY TO:
Xxxxx and Xxxxx Xxxxxxx Stoel Rives LLP
0000 Xxxxx Xxxxxx 000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxx 00000 Xxxxxxxx, Xxxxxx 00000-0000
Tel: (000) 000-0000 Attn: Xxxxxxx Xxxxxxxxx
Fax: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000
IF TO THE ESCROW AGENT:
West Coast Trust
0000 XX Xxxxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Attn: Ms. Xxxxxxxx Bachelor
Tel: (000) 000-0000
Fax: (000) 000-0000
Any Party by written notice to the other Parties pursuant to this Section 6 may
change the address or the persons to whom notices or copies thereof for such
Party shall be directed.
SECTION 7. DISTRIBUTIONS.
(a) Any distributions made to the IRS under this Agreement shall be made
payable to the United States Treasury and sent to the following address:
Xx. Xxx Xxxxxxxx
Revenue Officer, #91-06040
Internal Revenue Service, Collections Division
000 Xxxxxxxxx, Xxxxx X
Xxxxxxx, XX 00000
Tel: (000) 000-0000, extension 229
Fax: (000) 000-0000
with instructions on the transmittal letter that such payment is made on behalf
of Xxxxx and Xxxxx Xxxxxxx, Social Security Nos. ###-##-#### and ###-##-####,
respectively, as designated towards the Tax Liabilities pursuant to the Payment
Proposal.
(b) Any distributions to the Kollmans under this Agreement shall be made
payable to Xxxxx and Xxxxx Xxxxxxx and sent to the Kollmans at the address
listed in Section 6 of this Agreement.
(c) Any Party by written notice to the other Parties pursuant to Section 6
of this Agreement may change the address or the persons to whom distributions
7
under this Agreement for such Party shall be made payable and/or directed.
SECTION 8. WAIVERS; AMENDMENTS. Any waiver by any Party hereto of any
breach of or failure to comply with any provision of this Agreement by any other
Party hereto shall be in writing and shall not be construed as, or constitute, a
continuing waiver of such provision, or a waiver of any other breach of, or
failure to comply with, any other provision of this Agreement. This Agreement
may only be modified by a writing signed by all of the Parties hereto.
SECTION 9. CONSTRUCTION. The headings in this Agreement are solely for
convenience of reference and shall not be given any effect in the construction
or interpretation of this Agreement. Unless otherwise stated, references to
Sections are references to Sections of this Agreement.
SECTION 10. ASSIGNMENT; THIRD PARTIES. Neither the Kollmans nor the IRS may
assign this Agreement without the consent of the other Parties. Subject to the
preceding sentence, this Agreement shall be binding upon and inure solely to the
benefit of the Parties hereto and their respective successors and assigns,
heirs, administrators and representatives and shall not be enforceable by or
inure to the benefit of any third party, except as provided in Section 5(i) with
respect to a resignation by the Escrow Agent and except that this Agreement is
also for the benefit of the IRS Indemnified Parties, who shall have the rights
specified herein.
SECTION 11. TERMINATION. This Agreement shall terminate at the time of the
final distribution by the Escrow Agent of all Escrowed Property in accordance
with the provisions of this Agreement.
SECTION 12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument.
SECTION 13. GOVERNING LAW; SEVERABILITY. This Agreement shall be construed
in accordance with and governed by the internal law of the State of Oregon
(without reference to its rules, provisions and principles as to choice of law
and conflicts of law). The invalidity, legality or enforceability of any
provisions of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision; and if any provision is held to be
unenforceable as a matter of law, the other provisions shall not be affected
thereby and shall remain in full force and effect.
SECTION 14. CONSENT TO SERVICE. The IRS and Kollmans hereby irrevocably
submit to the jurisdiction of any federal court located in Multnomah County,
Oregon in any action or proceeding arising out of or relating to this Agreement,
and the Parties hereby irrevocably agree that all claims in respect of such
action or proceeding shall be heard and determined in such federal court located
in Multnomah County, Oregon. The Parties hereby consent to and grant to any such
court jurisdiction over the persons of such Parties and over the subject matter
of any such dispute and agree that delivery
8
or mailing of any process or other papers in the manner provided herein above,
or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.
SECTION 15. WAIVER OF OFFSET RIGHTS. The Escrow Agent hereby waives any and
all rights to offset that it may have against the Escrowed Property including,
without limitation, claims arising as a result of any claims, amounts,
liabilities, costs, expenses, indemnified costs, or other losses (collectively
"Escrow Agent Claims") that the Escrow Agent may be otherwise entitled to
collect from any Party to this Agreement or any Indemnitee, other than Escrow
Agent Claims arising under this Agreement.
SECTION 16. CONFLICTING PROVISIONS. If any conflict or inconsistency exists
between the terms and conditions of this Agreement and the Payment Proposal, the
terms and conditions of the Payment Proposal shall control.
IN WITNESS WHEREOF, the Parties to this Agreement have caused this
Agreement to be executed by their duly authorized officers as of the date set
forth in the preface to this Agreement.
INTERNAL REVENUE SERVICE:
By:
----------------------------------
Name:
Title:
THE KOLLMANS:
----------------------------------
Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
ESCROW AGENT:
WEST COAST TRUST CO., INC.
d/b/a West Coast Trust
By:
----------------------------------
Name:
Title:
9
AMENDMENT TO PLEDGE AND ESCROW AGREEMENT
This Amendment to Pledge and Escrow Agreement (the "Amendment"), dated
September ____, 1999, is entered into by and among Xxxxx and Xxxxx Xxxxxxx (the
"Kollmans"), the Internal Revenue Service of the United States of America (the
"IRS"), and West Coast Trust Co., Inc. ("WCT").
RECITALS
WHEREAS:
a. The Kollmans, the IRS, and WCT entered into a Pledge and Escrow
Agreement dated June 24, 1999 (the "Agreement").
b. WCT presently holds all common and preferred shares of HumaScan, Inc.
stock owned by the Kollmans in its capacity as Escrow Agent under the Agreement.
c. Since the date the HumaScan shares were delivered to WCT: (i) the
Kollmans have elected conversion of their preferred shares to common shares;
(ii) HumaScan, Inc. has changed its name to Cell Tech International Incorporated
("Cell Tech"); and (iii) Cell Tech has declared a reverse stock split of its
outstanding common shares. Xxxxx and Xxxxx Xxxxxxx are now entitled to 4,341,500
shares each of Cell Tech common stock.
d. Section 2(d) of the Agreement requires the Escrow Agent to retain and
turn over to the Kollmans portions of all proceeds received from sales of stock
for estimated tax payments at the highest marginal federal and state income tax
rates.
e. The Kollmans and the IRS have determined that estimated tax rate
specified in Section 2(d) is excessive, procedures other than those set forth in
Section 2(d) would be more convenient, and the Kollmans should be allowed to
modify the withholding rate on stock proceeds to conform to changes in the tax
laws and their financial circumstances.
AGREEMENTS
NOW THEREFORE, based upon the foregoing and other facts and understandings,
the Kollmans, the IRS, and WCT, in its capacity as Escrow Agent, hereby agree as
follows:
1. The Escrow Agent shall promptly exchange the certificates for HumaScan,
Inc. common and preferred shares it holds for 4,341,500 shares of Cell Tech
common stock for Xxxxx X. Xxxxxxx, and 4,341,500 shares of Cell Tech common
stock for Xxxxx X. Xxxxxxx. The transfer agent for exchange is:
Continental Stock and Transfer, Inc.
0 Xxxxxxxx Xxx.
Xxx Xxxx, XX 00000
(000)000-0000
2. Except as otherwise provided herein or in such subsequent amendments and
instructions to the Agreement as are agreed to by the Kollmans and the IRS, all
references in the original Agreement to HumaScan, Inc. stock shall be deemed
references to Cell Tech stock.
3. Section 2(d) of the Agreement is hereby amended to provide as follows:
(d) Except as otherwise instructed by the Kollmans, the Escrow Agent
shall retain any stock Proceeds, which shall become Escrow Shares, and the
Escrow Agent shall distribute to the Kollmans, within three (3) business
days following receipt, four checks as follows: (1) a check payable to the
Oregon Department of Revenue in the amount equal to the product of 9% times
the cash Proceeds received from sales of Escrow Shares belonging to Xxxxx
Xxxxxxx; (2) a check payable to the Internal Revenue Service in the amount
equal to the product of 28% times the amount of the cash Proceeds received
from Escrow Shares belonging to Xxxxx Xxxxxxx (3) a check payable to the
Oregon Department of Revenue in the amount equal to the product of 9% times
the cash Proceeds received from sales of Escrow Shares belonging to Xxxxx
Xxxxxxx; and (4) a check payable to the Internal Revenue Service in the
amount equal to the product of 28% times the amount of the cash Proceeds
received from Escrow Shares belonging to Xxxxx Xxxxxxx (the funds
represented by these checks shall hereinafter be referred to as "Tax
Proceeds"). The Kollmans may alter the estimated tax rates applied to
Proceeds at their discretion through written instructions delivered to the
Escrow Agent. The Kollmans shall transmit the Tax Proceeds checks to the
Oregon Department of Revenue and the Internal Revenue Service, as
appropriate, and designate them as estimated income tax payments for the
year in which the Escrow Shares were sold. The balance of the cash Proceeds
received by the Escrow Agent, less any costs, fees, expenses, commissions,
and charges, shall be paid to the IRS to reduce the Tax Liabilities. Any
non-stock or non-cash Proceeds received shall be sold in a commercially
reasonable manner, and such proceeds shall be applied in accordance with
this section 2(d).
IN WITNESS WHEREOF, the Parties to this Amendment have caused this
Amendment to be executed by their duly authorized officers as of the date set
forth in the preface to this Amendment.
INTERNAL REVENUE SERVICE
By:
----------------------------------
Name:
Title:
THE KOLLMANS
-----------------------------------
Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
ESCROW AGENT:
WEST COAST TRUST CO., INC.
dba West Coast Trust
By:
----------------------------------
Name:
Title:
