EXHIBIT 2.3
-----------
PAYMENT AND INDEMNIFICATION AGREEMENT
AGREEMENT, dated January 10, 2002, by and among, CAPITAL FACTORS, INC.
("Capital"), TOPSVILLE, INC. ("Topsville"), XXXX XXXXXXXX ("Xxxx"), and XXXXXX,
INC. ("Xxxxxx").
RECITALS:
---------
A. Capital and Topsville are parties to a written factoring
agreement, dated July 1, 2000, which agreement was amended by a writing dated
August 31, 2001 and has not otherwise been amended (the said agreement, as
amended, is referred to as the "Existing Factoring Agreement" or "EFA"). Capital
and Topsville are also parties to a Letters of Credit/Bankers Acceptance
Agreement dated July 1, 2000 (the "LC Agreement") which supplements the EFA,
pursuant to which Capital has assisted Topsville with and guaranteed Topsville's
obligations under various letters of credit which currently remain open and
outstanding including any and all fees, costs, expenses and interest chargeable
to Topsville under the LC Agreement as may now or hereafter be incurred from
time to time (the "LC Obligations").
B. In connection with the EFA and the LC Agreement, Capital has
received various items of security from Topsville, Xxx X. Xxxxxxxx, Inc.
("MNNI"), Xxxx, Max and Xxxx Xxxxxxxx ("Max and Xxxx"), Xxxxxxx and Xxxx Xxxxxx
("Xxxxxxx and Xxxx"), including but not necessarily limited to: a Security
Agreement Supplement-Inventory executed by Topsville dated July 1, 2000 (the
"Inventory Security Agreement"), a Guarantee executed by Xxxx dated July 7, 2000
(the "Xxxx Guarantee"), a letter agreement executed by Topsville, Xxxx, Max and
Xxxx and Xxxxxxx and Xxxx dated July 1, 2000 (the "Letter Agreement"), a
Collateral Pledge Agreement executed by Topsville dated July 24, 2000 (the
"Topsville Collateral Pledge Agreement"), a Collateral Pledge Agreement executed
by Max and Xxxx dated September 22, 2000 (the "Max and Xxxx Collateral Pledge
Agreement"), a Collateral Pledge Agreement executed by Xxxxxxx and Alta as
Trustees dated September 20, 2000 (the "Xxxxxxx and Xxxx Collateral Pledge
Agreement"), the Limited Guarantee of Xxxxxxx and Alta as Trustees of the Xxxxxx
family Trust dated September 20, 2000 (the "Xxxxxxx and Alta Limited
Guarantee"), the Limited Guarantee of Max and Xxxx dated September 22, 2000 (the
"Max and Xxxx Limited Guarantee"), the Guaranty By Corporation of MNNI dated
July 1, 2000 (the "MNNI Corporate Guaranty"), the Guaranty By Corporation of
Topsville guaranteeing the obligations of MNNI to Capital dated July 1, 2000
(the "Topsville Corporate Guaranty"), the Collateral Pledge Agreement of Xxxx
dated July 2, 2000 (the "Xxxx Collateral Pledge Agreement"), an Assignment of
Life Insurance Policy on the life of Xxxx up to $3,000,000.00 (the "Life
Insurance Policy Assignment") and several form UCC-1 filings (the "Filed UCCs").
The Inventory Security Agreement, the Xxxx Guarantee, the Letter Agreement, the
Topsville Collateral Pledge Agreement, the Max and Xxxx Collateral Pledge
Agreement, the Xxxxxxx and Alta Collateral Pledge Agreement, the Xxxxxxx and
Xxxx Limited Guarantee, the Max and Xxxx Limited Guarantee, the MNNI Corporate
Guaranty, the Topsville Corporate Guaranty, the Xxxx Collateral Pledge
Agreement, the Life Insurance Policy, Assignment and the Filed UCCs may
collectively be hereinafter referred to as the "Security Items."
C. Xxxxxx, Topsville and Xxxx have advised Capital that, through a
Purchase and Sale Agreement dated January 10, 2002 entered into between Xxxxxx
and Xxxx (the "Purchase and Sale Agreement"), a copy of which has been provided
to Capital, Xxxxxx will be acquiring 100% of the outstanding shares of MNNI,
which, in turn, will own 100% of the outstanding shares of Topsville. Further,
and in order to effectuate an assignment to Xxxxxx of Capital's security
interest in the assets of Topsville, Xxxxxx, Topsville and Xxxx have requested
that Capital accept payment from Xxxxxx of an amount (the "Assignment Amount")
equal to all of Topsville's outstanding Obligations (as defined in the EFA) with
the exception of the LC Obligations which Xxxxxx shall promptly pay on demand
and for which Xxxxxx shall indemnify Capital hereunder and shall arrange to be
fully secured by a standby letter of credit in favor of Capital from Fleet Bank
on terms and conditions acceptable to Capital. Provided further, and in
consideration of Jaclyn's payment of the Assignment Amount and Jaclyn's
indemnification of all LC Obligations to Capital, Capital will assign to Xxxxxx
the EFA, the Inventory Security Agreement, the Pre-Assignment Receivables (as
hereafter defined), purchased by Capital pursuant to the EFA and the Filed UCCs,
all without recourse, representation or warranty of any kind or nature.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Simultaneously with the execution of this Agreement, Xxxxxx is
delivering the following to Capital:
(a) the sum of Four Million Four Hundred Eleven Thousand Seven
Hundred Forty-Nine and 07/100 U.S. dollars ($4,411,749.07) (the "Loan Amount" or
"Assignment Amount"), and
(b) a standby letter of credit, issued by Fleet Bank in favor of
Capital, a copy of which is annexed in Exhibit "A", to secure any and all
outstanding obligations arranged for or on behalf of Topsville pursuant to the
LC Agreement as any of such obligations may be amended or modified from time to
time including all fees, costs, expenses, interest and applicable charges.
Capital shall, upon request, on a monthly basis review the then-outstanding
balance of the LC Obligations and promptly notify Fleet Bank as to the amount by
which the standby letter of credit can be reduced to comport with that
then-outstanding balance. For purposes of requesting any modifications,
merchandise releases, authorizations or any other amendments to the foregoing LC
Obligations of Topsville, Xxxxxx, Topsville and Xxxx agree and acknowledge that,
unless and until Capital receives written notice from Xxxxxx to the contrary,
Xxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxx and/or Xxxx Xxxxxxxx are hereby
designated by Topsville to jointly and/or severally make any and all such
requests to you. Any such requested modification or amendment requested and
consented to by you shall immediately become part of the LC Obligations and
subject to Jaclyn's indemnity hereunder and the stand-by letter of credit issued
by Fleet Bank in favor of Capital. Capital shall be under no obligation to
verify the authenticity or validity or accuracy of any correspondence or
communication received by Capital which Capital believes in Capital's sole
discretion to have been given or delivered to Capital by Xxxx Xxxxxxxx, Xxxxxxx
Xxxxx, Xxxxxx Xxxxxxxx and/or Xxxx Xxxxxxxx, except that if, Capital shall have
received written notice that it believes came from a duly authorized officer of
Xxxxxx (Xxxxxx Xxxxxxxx is the President of Xxxxxx; neither Xxxx Xxxxxxxx nor
Xxxxxxx Xxxxx is or will be an officer of Xxxxxx) that one or more of the
foregoing designated persons is no longer authorized to make modifications,
merchandise releases, authorizations, amendments,
2
correspondence or communication with respect to the LC Obligations, Capital
shall thereafter not honor same if Capital believes that any such requested
modification, merchandise release, authorization, amendment, correspondence or
communication was received by Capital from that person.
2. Xxxxxx and Topsville agree and acknowledge that the assignment of
the EFA, the Inventory Security Agreement along with the Pre-Assignment
Receivables to Xxxxxx hereunder shall not affect, modify or waive any of
Capitals rights and Topsville's obligations under the LC Agreement including
Capitals right to charge for all fees, costs, expenses and charges in connection
therewith. The LC Agreement shall continue and be secured by Jaclyn's
indemnification pursuant to this Agreement and the standby letter of credit
issued by Fleet Bank in favor of Capital. Any interest which may accrue and be
due Capital under the LC Agreement shall be as set forth in paragraph 5(e) of
the EFA which is hereby incorporated into the LC Agreement. The LC Agreement
shall continue to be governed by the laws of the State of Florida. All
representations and warranties of Topsville set forth in the EFA as of the date
of this agreement shall continue to pertain to and be subject to the LC
Agreement. Paragraphs 11(e) and (g) of the EFA are also incorporated into the LC
Agreement.
3. Simultaneously with the execution of this Agreement, and delivery
of a standby letter of credit issued by Fleet Bank in favor of Capital as set
forth above and releases from Max and Xxxx, Xxxxxxx and Xxxx individually and as
Trustee of the Xxxxxx Family Trust and Xxxx as set forth in paragraph 5 below,
Capital hereby assigns to Xxxxxx without recourse, representation or warranty of
any kind or nature, all of Capital's right, title and interest in and to the
Pre-Assignment Receivables (as defined in paragraph 6), the EFA, the Inventory
Security Agreement and the Filed UCCs (however, as to the Filed UCCs,
reservation to Capital of its interest in the Previously Collected Accounts, as
provided in paragraph 10(ii) below).
4. The Loan Amount includes a charge of Eighteen Thousand Six
Hundred Sixty-Six and 20/100 dollars ($18,666.20) that Capital has assessed
against Topsville for making, at Topsville's request, the assignment contained
herein to Xxxxxx.
5. Subsequent to the remittance of the Loan Amount in good and clear
U.S. dollars to Capital from Xxxxxx as set forth in paragraph 2 above and
delivery of the standby letter of credit issued by Fleet Bank in favor of
Capital as referenced in paragraph I above, Capital shall deem the Letter
Agreement terminated, the Topsville Collateral Pledge Agreement terminated, the
Max and Xxxx Collateral Pledge Agreement terminated, the Xxxxxxx and Alta
Collateral Pledge Agreement terminated, the Xxxxxxx and Xxxx Limited Guarantee
terminated, the Max and Xxxx Limited Guarantee terminated, the MNNI Corporate
Guaranty terminated, the Topsville Corporate Guaranty terminated and the Xxxx
Collateral Pledge Agreement terminated and the Life Insurance Policy Assignment
terminated. Except as provided below, any and all collateral which remains in
Capital's possession pursuant to the foregoing Security Items shall be released
or returned to the respective party or his, her or its designee for which
Capital shall be entitled to a satisfactory release from such party. Anything
else contained herein notwithstanding, in no event shall the termination of the
Letter Agreement, the Topsville Collateral Pledge Agreement, the Max and Xxxx
Collateral Pledge Agreement, the Xxxxxxx and Xxxx Collateral Pledge Agreement,
the Xxxxxxx and Alta Limited Guarantee, the Max and Xxxx Limited Guarantee, the'
MNNI Corporate Guaranty, the Topsville Corporate Guaranty, the Xxxx Collateral
Pledge Agreement or the Life Insurance Policy Assignment result in, have the
effect of, or be construed
3
as a release of Capital's interest in any item that was listed on any of the
UCC-1 financing statements that Capital has filed which identify Topsville as
debtor. In no event shall Capital terminate or release its interest in any such
item, except that such interest shall be assigned to Xxxxxx, which assignment
without recourse, representation or warranty of any kind or nature, from
Capital.
6. Annexed as SCHEDULE 6.1 is a list of all of the receivables of
Topsville which (i) were, pursuant to the EFA assigned to Capital prior to the
date of this agreement, and (ii) have not, as of the date of this agreement,
been collected by Capital (the "Pre-Assignment Receivables").
7. To the extent that the amounts which are actually collected and
received by Xxxxxx from the Pre-Assignment Receivables (the "Proceeds") exceed
(i) the Loan Amount, plus (ii) interest thereon at the floating prime rate that
Fleet Bank charges Xxxxxx for Jaclyn's line-of-credit borrowings from Fleet (the
"Floating Fleet Rate"), which interest shall accrue from the date of this
agreement until the date that the Assignment Amount and such interest are paid
in full from the Proceeds, plus (iii) any sums that Capital charges to or claims
against Xxxxxx pursuant to paragraphs 11, 12 and/or 14 of this Agreement, such
excess (the "Excess") shall, within ten (10) business days after its receipt by
Xxxxxx, be paid over to Xxxx by Xxxxxx, without interest; provided, however,
that so much of the amount of the excess as is still subject to paragraph
11,12,and /or 14 charges or claims shall not be payable at that time if Capital
has not, by that time, advised Xxxxxx, in writing, that no further sums can or
will be charged against Xxxxxx pursuant to paragraphs 11, 12 and/or 14 of this
Agreement.
8. All letters of credit and merchandise releases that were, prior
to the date of this agreement, issued by Capital or its bank at the request of
Topsville, and which have not been drawn upon by their beneficiaries, shall
continue in full force and effect after the date of this agreement
notwithstanding the assignment to Xxxxxx. The liability of Capital and/or its
affiliated bank under such letters of credit and the LC Obligations are hereby
fully indemnified by Xxxxxx and payable upon demand by Capital without dispute
or set-off of any kind or nature by Xxxxxx or Topsville. Xxxxxx hereby
indemnifies and holds Capital harmless from and against any and all claims,
demands, causes of action, obligations, damages, liabilities, costs and
expenses including reasonable attorney's fees that may be asserted against or
incurred by Capital with respect to or in any way arising from any LC
Obligations and/or the LC Agreement. If Xxxxxx fails to remit full payment of
any such LC Obligations within seventy-two (72) hours after Capital sends notice
to Xxxxxx of such demand, interest as set forth in the LC Agreement (as modified
in accordance with paragraph 2 above of this Agreement) shall immediately accrue
and be payable on such unpaid obligations.
The indemnification provisions under this paragraph 8 of this agreement are
irrevocable.
9. To the extent that any of the terms of this agreement differs
with terms of the EFA, the LC Agreement or the Security Items, the EFA, the LC
Agreement and the Security Items shall be deemed modified accordingly.
10. As soon as practicable after the date of this agreement, Capital
shall deliver to Xxxxxx properly executed Form UCC-3 statements which:
4
(i) shall correspond to all Form UCC-1 statements that (a)
were filed in connection with the EFA or any of its predecessor agreements and
(b) were in effect as of the date of this agreement, and
(ii) shall name Xxxxxx as the sole and exclusive assignee of
the entirety of the security interests which are reflected in such Form UCC-1
statements with the exception only of those of Topsville's accounts which were
paid and collected prior to the date of this Agreement (the "Previously
Collected Accounts"). Capital shall continue to retain a security interest in
the Previously Collected Accounts. Further Xxxxxx and Topsville, acknowledge
that, as of the date of this agreement, Capital has sought to "in lieu" its
filed UCCs on Topsville in an effort to record such UCCs in conformity with
Revised Article 9 of the Uniform Commercial Code and has not received any
confirmation that such "in lieu" filing has been accepted and filed by the
Secretary of State's office in the State of Florida. Xxxxxx, Topsville and
Capital shall promptly notify all account debtors of the Pre-Assignment
Receivables to remit payment directly to Xxxxxx.
11. Capital shall promptly comply with all reasonable requests by
Xxxxxx, at Jaclyn's sole cost and expense, regarding the conformity or
correction of such Form UCC-3 statements. Xxxxxx shall, at the time that such
statements are delivered to Xxxxxx or its designee, reimburse Capital for the
reasonable cost of preparing such Form UCC-3 statements (including reasonable
attorney's fees). Xxxx shall promptly pay Xxxxxx (i) the full amount of the
reimbursement that Xxxxxx makes to Capital in that regard, and (ii) the cost to
Xxxxxx (including reasonable attorneys' fees) of filing such Form UCC-3
statements. To the extent, if any, that Xxxx fails to make such payment to
Xxxxxx, Xxxxxx shall deduct such unpaid amount (plus interest thereon at the
Floating Fleet Rate) from the Excess.
12. In the event that any customer of Topsville makes payment to
Capital for all or part of any receivable of Topsville which, because of the
assignment to Xxxxxx, must, instead, be paid to Xxxxxx, the amount of any such
payment shall not be deemed the property of Capital, but, rather, shall be
deemed property held in trust by Capital for the benefit of Xxxxxx (but need not
be segregated by Capital for such purpose), and Capital shall, within a
reasonable period of time, at Jaclyn's sole cost and expense and subject to
Capital's right to offset the amount of checks, drafts or other payments
delivered to Capital in payment of any outstanding Pre-Assignment Receivables or
any other accounts of Topsville which are dishonored because of insufficient
funds or for any other reason whatsoever, pay over the amount of such payment to
Xxxxxx. If, for any reason whatsoever, Capital fails to do so, the amount of any
payment that is made to Capital but not paid-over to Xxxxxx shall (without
prejudice to any of Jaclyn's or Mark's rights or remedies against Capital),
until the time of the pay-over to Xxxxxx, be disregarded for purposes of
determining whether and to what extent there is an Excess. Capital shall not be
obligated to make any payment to Xxxxxx hereunder, if any such payment is
enjoined, restrained, or stayed by any court or by any statute or governmental
rule or regulation. In the event any conflicting demands are made upon Capital
with respect to moneys to be paid hereunder, Capital shall not be required to
determine the same and shall have the right to file suit in interpleader or for
declaratory relief. In the event Capital shall bring any such action, Xxxxxx
agrees to reimburse Capital for its reasonable attorneys' fees, costs and
expenses incurred in connection therewith, if Capital is unable to recover such
fees, costs and expenses from the moneys so interpleaded.
13. Notwithstanding anything to the contrary contained herein, and
notwithstanding any information that may have been requested of or given by
Capital, Xxxxxx acknowledges that
5
insofar as Jaclyn's right of recourse against Capital, its officers, directors,
employees and agents is concerned (and not insofar as Jaclyn's right of recourse
against any other person is concerned), nothing communicated by Capital other
than what is specifically reflected in this agreement, may be or has been relied
upon by Xxxxxx in making any decision that Xxxxxx has made or may make to
undertake to purchase the shares of MNNI or accept the assignment from Capital
hereunder. Moreover, Xxxxxx acknowledges to Capital that insofar as Jaclyn's
right of recourse against Capital, its officers, directors, employees and agents
is concerned (and not insofar as Jaclyn's right of recourse against any other
person is concerned) any decision Xxxxxx has made or may undertake to finance
Jaclyn's purchase of the shares of MNNI and the indemnification of Capital as
set forth herein, has been or will be made by Xxxxxx based upon its own due
diligence and independent evaluations, without regard to any information
received from Capital.
14. Xxxxxx hereby confirms the agreement that (i) Xxxxxx shall
indemnify, and hold Capital harmless from and against any expense or liability
sustained or incurred by Capital as a result of non-payment or dishonor of any
checks the proceeds of which were remitted by Capital to Xxxxxx in accordance
with the foregoing paragraphs; (ii) Capital may deduct from the proceeds of
receivables remitted by Capital to Xxxxxx, any expenses incurred by Capital in
collecting such proceeds; (iii) in the event any payment which is the subject of
remittance by Capital (the "Remitter") to Xxxxxx (the "Recipient") is sought to
be recovered by the payor or a representative thereof (including a trustee in
bankruptcy or assignee for the benefit of creditors on the grounds of
preference), then the Remitter shall promptly so advise the Recipient in
writing, following which the Recipient shall have the exclusive right and
obligation, at its sole cost and expense, to contest, defend or settle such
claim, and the Recipient shall indemnify and hold the Remitter harmless from any
loss or expense (including the Remitter's reasonable attorneys' fees) arising
out of the assertion of such claim. The indemnification clauses set forth in
this paragraph 14 are irrevocable.
15. All notices provided for in this agreement shall be in writing
and shall be given to the addresses set forth below by registered or certified
mail, return receipt requested, and by regular mail, both with postage prepaid,
or personally delivered, or sent by facsimile transmission (provided the
transmitting device provides a record of transmission) or by prepaid express
mail or other overnight delivery service of any nationally recognized private
carrier guaranteeing overnight delivery. Any such notice shall be deemed given
(I) when so delivered personally or sent by facsimile transmission if received
at the receiving location during business hours, (ii) on the next business day
if sent by facsimile transmission and received at the receiving location after
business hours, (iii) on the date of delivery if sent by express mail or such
private carrier guaranteeing overnight delivery if delivered during business
hours at the receiving location, (iv) on the next business day if sent by
express mail or such private carrier guaranteeing overnight delivery if
delivered at the receiving location at any time other than during business
hours, or (v) if mailed, five (5) business days after the date of deposit in the
United States mail.
The addresses referred to above are:
Jaclyn's address: Xxxxxx, Inc.
000 - 00xx Xxxxxx
Xxxx Xxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile Number: (000) 000-0000
6
Capital's address: Capital Factors, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxx Xxxxx, Senior Vice President
Facsimile Number: (000) 000-0000
Topsville's
address: Topsville, Inc.
00000 X.X. 000xx Xxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxx, President
Facsimile Number: (000) 000-0000
Mark's address: Xxxx Xxxxxxxx
00 Xxxx Xxxx Xxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Facsimile Number (000) 000-0000
Any party at any time may give notice of another address for it, him or for
copies in accordance with the provisions of this Paragraph 15.
16. The execution, delivery and performance of this agreement and all
of the documents and instruments required hereunder, and the consummation and
effectiveness of the transactions to be done by the parties contemplated hereby
and thereby, are within the corporate power and authority of each party hereto
and have been duly authorized by all necessary corporate action as appropriate
and do not require any further authorization or approval of any kind or nature.
This agreement is and the other documents and instruments required hereby will
be, when executed and delivered by the parties hereto, valid and binding
obligations of each such party hereto, fully effective and enforceable against
each such party hereto.
17. This agreement shall be governed by and interpreted under the
laws of the State of New York without regard to the conflict of laws principles
thereof. Any controversy which arises out of or relates to this agreement, or to
any duty created thereby, shall be resolved without a jury in a federal or state
court located within the City of New York (and/or in any appellate court
therefrom) and in no other forum. Each of Capital, Topsville, Xxxx and Xxxxxx
consents to jurisdiction in such courts, waives any objection to such exclusive
venue, and waives any objection to such exclusive venue, and waives trial by
jury. In the event of litigation based upon or arising out of this agreement,
the prevailing party shall be entitled to recover from each or all of the
non-prevailing parties all costs, fees and expenses incurred in connection with
such litigation, including without limitation, reasonable attorney's fees.
18. This agreement constitutes the entire agreement between the
parties pertaining to the matters concerning the same. This agreement may not be
altered, modified, terminated or discharged except by a writing signed by the
party against whom such alteration, modification, termination or discharge is
sought to be enforced. The failure (whether or not knowing and whether or not
prolonged) to take action against a breach or default under this agreement shall
7
not be construed as a waiver of the right to take action against such or a
similar breach or default, it being understood that no waiver shall be effective
and no waiver is to be relied upon unless it be made in a writing signed by the
party charged with it.
19. Neither Xxxxxx nor Topsville may assign any of its rights or
obligations under this agreement absent the express written consent of Capital.
The preceding sentence shall not, however, be construed as requiring Capital's
consent for, or as limiting in any way, Jaclyn's - absolute right to re-assign,
pledge or hypothecate the EFA and/or the security interests that Capital is
assigning to Xxxxxx to Fleet and/or to any other banking institution with whom
Xxxxxx has or will have a financing relationship. Any such reassignment, or
pledge or hypothecation by Xxxxxx shall expressly state to such Assignee or
Pledgee that the Assignee's or Pledgee's rights are without recourse to Capital.
All covenants, agreements, representations and warranties contained in this
agreement shall bind and inure to the benefit of the parties hereto and its
successors and permitted assigns.
20. If any provision of this agreement shall be held illegal or
unenforceable, such illegality or unenforceability shall relate to such
provisions only and shall not affect the remainder this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and year first above written.
Witnesses: CAPITAL FACTORS, INC.
By: /s/ XXXX XXXXXX
-------------------------------- --------------------------------
Print Name: Xxxx X. Xxxxxx
-------------------------------- Title: S.V.P.
XXXXXX, INC.
By: /s/ XXXXXX XXXXXXXX
-------------------------------- --------------------------------
Print Name: Xxxxxx Xxxxxxxx
-------------------------------- Title: President
Witnesses TOPSVILLE, INC.
By: /s/ XXXX XXXXXXXX
-------------------------------- --------------------------------
Print Name: Xxxx Xxxxxxxx
-------------------------------- Title: President
/s/ XXXX XXXXXXXX
-------------------------------- ------------------------------------
Xxxx Xxxxxxxx
--------------------------------
8
