CONTINUING UNCONDITIONAL GUARANTY
WHEREAS,
Wherify Wireless, Inc., a Delaware corporation, as borrower (“Borrower”)
and
each Guarantor (as defined in the Security Agreement), from time to time party
thereto are entering into that certain Security Agreement dated as of
_____
__,
2008
(as may be amended, restated, supplemented or otherwise modified from time
to
time, the “Security
Agreement”;
all
capitalized terms used herein shall have the same meanings ascribed to them
in
the Security Agreement unless otherwise expressly stated) with the Secured
Party
(as defined in the Security Agreement) (the “Lender”),
pursuant to which Lender is concurrently purchasing an aggregate principal
amount of up to $800,000 of the Borrower’s senior secured convertible bridge
notes (the “Bridge
Note(s)”);
and
WHEREAS,
Lender has required that each Guarantor, execute and deliver this Continuing
Unconditional Guaranty (this “Guaranty”)
to
Lender as a condition precedent to purchasing the Bridge Note(s) of the
Borrower; and
WHEREAS,
each Guarantor is a wholly owned subsidiary of
the
Borrower and therefore each such Guarantor will directly or indirectly receive
certain benefits from the credit accommodations hereinabove described and is
therefore willing to guaranty the prompt payment and performance of the Guaranty
Obligations (as such term is hereinafter defined) of Borrower, on the terms
set
forth in this Guaranty.
NOW,
THEREFORE, for value received and in consideration of Lender’s execution of the
Security Agreement and issuance of the Bridge Note(s) to Borrower, the
undersigned jointly and severally irrevocably, absolutely and unconditionally
guarantees (i) the full and prompt payment when due, whether at maturity or
earlier, by reason of acceleration or otherwise, and at all times thereafter,
of
all of the indebtedness and obligations of every kind and nature of Borrower
to
Lender, or any parent, affiliate or subsidiary of Lender (the term “Lender”
as
used
hereafter shall include such parents, affiliates and subsidiaries), pursuant
to
the terms of the Security Agreement and the other Transaction Documents (as
defined in the Security Agreement), and whether principal, interest, fees,
costs, expenses or otherwise (including, without limitation, any interest,
fees
or expenses accruing following the commencement of any insolvency, receivership,
reorganization or bankruptcy case or proceeding relating to Borrower, whether
or
not a claim for post-petition interest, fees or expenses is allowed in such
case
or proceeding), howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, joint or several, now or hereafter existing,
or due or to become due, and howsoever owned, held or acquired by Lender,
whether through discount, overdraft, purchase, direct loan or as collateral
or
otherwise; and (ii) the prompt, full and faithful discharge by Borrower of
each
and every term, condition, agreement, covenant, representation and warranty
now
or hereafter made by Borrower to Lender under the Security Agreement and the
other Transaction Documents (all such indebtedness and obligations being
hereinafter referred to as the “Guaranty
Obligations”).
For
sake of clarity, the Guaranty Obligations shall include the “Obligations”
as
defined in the Security Agreement. Each Guarantor further agrees to pay all
reasonable out-of-pocket costs and expenses, including, without limitation,
all
court costs and reasonable attorneys’ and paralegals’ fees paid or incurred by
Lender in collecting all or any part of the Guaranty Obligations from, or in
prosecuting or defending any action against, any Guarantor or any other
guarantor of all or any part of the Guaranty Obligations. All amounts payable
by
any Guarantor under this Guaranty shall be payable upon demand by Lender and
shall be made in lawful money of the United States, in immediately available
funds.
SECTION
1. No
Fraudulent Conveyance.
Notwithstanding any provision of this Guaranty to the contrary, it is intended
that this Guaranty, and any liens and/or floating charges and security interests
granted by each Guarantor to secure this Guaranty, do not constitute a
Fraudulent Conveyance (as defined below). Consequently, each Guarantor agrees
that if this Guaranty, or any liens and/or floating charges and security
interests securing this Guaranty, would, but for the application of this
sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien
and/or floating charge and security interest shall be valid and enforceable
only
to the maximum extent that would not cause this Guaranty or such lien and/or
floating charge and security interest to constitute a Fraudulent Conveyance,
and
this Guaranty or the other Transaction Documents providing for such liens and/or
floating charges and security interests shall automatically be deemed to have
been amended accordingly at all relevant times. For purposes hereof,
“Fraudulent
Conveyance”
means
a
fraudulent conveyance under Section 548 of the Bankruptcy Code (as hereinafter
defined) or a fraudulent conveyance or fraudulent transfer under the provisions
of any applicable fraudulent conveyance or fraudulent transfer law or similar
law of any state, nation or other governmental unit, as in effect from time
to
time.
SECTION
2. Unconditional
Guaranty.
Each
Guarantor hereby agrees that, except as hereinafter provided, its obligations
under this Guaranty shall be irrevocable, absolute and unconditional,
irrespective of (i) the validity or enforceability of the Guaranty Obligations
or any part thereof, or of the Bridge Note(s), or any promissory note or other
document evidencing all or any part of the Guaranty Obligations, (ii) the
absence of any attempt to collect from Borrower or any other guarantor all
or
any part of the Guaranty Obligations or other action to enforce the same, (iii)
the waiver or consent by Lender with respect to any provision of any instrument
evidencing the Guaranty Obligations, or any part thereof, or any other agreement
heretofore, now or hereafter executed by Borrower or any other guarantor, and
delivered to Lender, (iv) failure by Lender to take any steps to perfect and
maintain its security interest in, or to preserve its rights, title or interest
in and to, any security or collateral for the Guaranty Obligations, (v) the
existence or nonexistence of any defenses which may be available to Borrower
or
any other guarantor with respect to all or any part of the Guaranty Obligations,
(vi) the institution of any proceeding under Chapter 11 of Title 11 of the
United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy
Code”),
or
any similar proceeding, by or against Borrower or any other guarantor or
Lender’s election in any such proceeding of the application of Section
1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security
interest by Borrower, as debtor-in-possession, under Section 364 of the
Bankruptcy Code (or use of cash collateral under Section
363
of the
Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy
Code, of all or any portion of Lender’s claim(s) for repayment of the Guaranty
Obligations, or (ix) any other circumstance which might otherwise constitute
a
legal or equitable discharge or defense of any other guarantor.
SECTION
3. Waiver.
Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of receivership or bankruptcy of Borrower
or
any other guarantor, protest or notice (except as provided elsewhere in the
Transaction Documents) with respect to the Guaranty Obligations and all demands
whatsoever, and covenants that this Guaranty will not be discharged, except
by
the complete and indefeasible payment and satisfaction in full of
all of
the Guaranty Obligations. Each Guarantor further waives notice of (i) acceptance
of this Guaranty, (ii) the existence or incurring from time to time of any
Guaranty Obligations guarantied hereunder, (iii) the existence of any Default
or
Event of Default, demand of payment, nonpayment, or Lender taking any action,
under the Security Agreement or any other Transaction Document, and (iv) default
and demand hereunder. Upon the occurrence and during the continuance of any
Event of Default (as defined in the Security Agreement), Lender may, in its
sole
election (regardless of whether the liability of Borrower or any other guarantor
of all or any part of the Guaranty Obligations has matured or may then be
enforced), proceed directly and at once, without notice, against any Guarantor
to collect and recover the full amount or any portion of the Guaranty
Obligations, without first proceeding against Borrower, any other guarantor,
or
any other Person (as defined in the Security Agreement), firm or corporation,
or
against any security or collateral for the Guaranty Obligations. Each Guarantor
agrees that this Guaranty constitutes a guarantee of payment when due and not
of
collection.
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2
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SECTION
4. Authorization.
Lender
is hereby authorized, without notice or demand and without affecting the
liability of any Guarantor hereunder, at any time and from time to time to
(i)
renew, extend, accelerate or otherwise change the time for payment of, or other
terms relating to, the Guaranty Obligations or otherwise modify, amend or change
the terms of the Bridge Note(s) or any other promissory note or other agreement,
document or instrument now or hereafter executed by Borrower or any other
guarantor and delivered to Lender; (ii) accept partial payments on the Guaranty
Obligations; (iii) take and hold security or collateral for the payment of
the
Guaranty Obligations guaranteed hereby, or for the payment of this Guaranty,
or
for the payment of any other guaranties of the Guaranty Obligations, and
exchange, enforce, waive and release any such security or collateral; (iv)
apply
such security or collateral and direct the order or manner of sale or other
disposition thereof in its discretion as it may determine; and (v) settle,
release, compromise, collect or otherwise liquidate the Guaranty Obligations
and
any security or collateral therefor in any manner, without affecting or
impairing the obligations of any Guarantor hereunder. Lender shall have the
exclusive right to determine the time and manner of application of any payments
or credits, whether received from Borrower or any other source, and such
determination shall be binding on each Guarantor. All such payments and credits
may be applied, reversed and reapplied, in whole or in part, to any of the
Guaranty Obligations as Lender shall determine in its discretion without
affecting the validity or enforceability of this Guaranty.
SECTION
5. Security
Interest.
To
secure the payment and performance of the Guaranty Obligations and each
Guarantor’s obligations hereunder, each Guarantor grants to Lender a continuing
perfected lien and/or floating charge on and security interest in all of such
Guarantor’s right, title and interest in and to the Collateral (as hereinafter
described). The term “Collateral” is and consists of all of the kinds and types
of property described in subsections (A) through (J) hereof, whether now owned
or hereafter at any time arising, acquired or created by such Guarantor and
wherever located, and includes all replacements, additions, accessions,
substitutions, and repairs, relating thereto or therefrom (all of the
capitalized terms used in the following subsections, unless otherwise defined
herein, shall have the meanings ascribed to such terms under the Uniform
Commercial Code as in effect in the State of New York, as applicable): (A)
Accounts; (B) Deposit Accounts; (C) Documents of Title; (D) Equipment; (E)
General Intangibles; (F) Inventory; (G) Investment Property; (H) Intellectual
Property; (I) property of each Guarantor of the type described in the definition
of the term “Pledged Property” contained in the Security Agreement; and (J)
proceeds of all or any of the property described above, including, without
limitation, the proceeds of any insurance policies covering any of the above
described property. Each Guarantor hereby authorizes Lender to record without
such Guarantor’s signature any and all financing statements deemed necessary or
appropriate by Lender to the perfection of its security interest in the
Collateral. Each Guarantor agrees that Lender shall have the rights and remedies
of a secured party under the Uniform Commercial Code of the State of New York,
as now existing or hereafter amended, with respect to all of the aforesaid
property, including, without limitation, thereof, the right to sell or otherwise
dispose of any or all of such property and apply the proceeds of such sale
to
the payment of the Guaranty Obligations. In addition, at any time during the
existence of an Event of Default, Lender may, in its discretion, without notice
to any Guarantor and regardless of the acceptance of any security or collateral
for the payment hereof, appropriate and apply toward the payment of the Guaranty
Obligations (i) any indebtedness due from Lender to any Guarantor, and (ii)
any
moneys, credits or other property belonging to any Guarantor, at any time held
by or coming into the possession of Lender whether for deposit or
otherwise.
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3
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SECTION
6. Guarantor’s
Responsibility.
Each
Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of Borrower and any and all endorsers and/or other
guarantors of any instrument or document evidencing all or any part of the
Guaranty Obligations and of all other circumstances bearing upon the risk of
nonpayment of the Guaranty Obligations or any part thereof, and each Guarantor
hereby agrees that Lender shall have no duty to advise any Guarantor of
information known to Lender regarding such condition or any such circumstances
or to undertake any investigation. If Lender, in its discretion, undertakes
at
any time or from time to time to provide any such information to any Guarantor,
Lender shall be under no obligation to update any such information or to provide
any such information to any Guarantor on any subsequent occasion. Each Guarantor
further acknowledges that such Guarantor has examined or had the opportunity
to
examine the Security Agreement and the other Transaction Documents, and waives
any defense which may exist resulting from such Guarantor’s failure to receive
or examine at any time the Security Agreement or the other Transaction
Documents.
SECTION
7. Consent.
Each
Guarantor consents and agrees that Lender shall be under no obligation to
marshal any assets in favor of or against such Guarantor or in payment of any
or
all of the Guaranty Obligations. Each Guarantor further agrees that, to the
extent that Borrower, any Guarantor or any other Person makes a payment or
payments to Lender, or Lender receives any proceeds of Collateral (as defined
in
the Security Agreement), which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to Borrower, its estate, trustee, receiver or
any
other Person, including, without limitation, such Guarantor, under any
bankruptcy law, state or federal law, common law or equitable theory, then
to
the extent of such payment or repayment, the Guaranty Obligations or the part
thereof which has been paid, reduced or satisfied by such amount, and such
Guarantor’s obligations hereunder with respect to such portion of the Guaranty
Obligations, shall be reinstated and continued in full force and effect as
of
the date such initial payment, reduction or satisfaction
occurred.
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4
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SECTION
8. Transfer.
Lender
may sell or assign the Guaranty Obligations or any part thereof, or grant
participations therein, and in any such event, each and every immediate or
remote assignee or holder of, or participant in, all or any of the Guaranty
Obligations shall have the right to enforce this Guaranty, by suit or otherwise,
for the benefit of such assignee, holder or participant, as fully as if herein
by name specifically given such right, but Lender shall have an unimpaired
right, prior and superior to that of any such assignee, holder or participant,
to enforce this Guaranty for the benefit of Lender, as to any part of the
Guaranty Obligations retained by Lender.
SECTION
9. Binding
on Assigns.
This
Guaranty shall be binding upon each Guarantor and upon the heirs, executors,
successors (including, without limitation, any receiver, trustee or
debtor-in-possession of or for such Guarantor) and assigns of such Guarantor,
and shall inure to the benefit of Lender and its successors in interest and
assigns; provided,
however,
that
such
Guarantor’s
obligations hereunder may not be delegated or assigned without Lender’s prior
written consent.
SECTION
10. Representations
and Warranties.
Each
Guarantor represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to Lender that:
(a) Guarantor
has the full power, authority and legal capacity to execute, deliver and perform
this Guaranty and the transactions contemplated hereby;
(b) No
consent of any person (including, without limitation, creditors of Guarantor),
which has not been obtained as of the date hereof, and no consent, permit,
approval or authorization of, exemption by, notice or report to, or
registration, filing or declaration with, any governmental authority is required
in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty and the transactions contemplated
hereby;
(c) This
Guaranty has been duly executed and delivered on behalf of Guarantor, and
constitutes the legal, valid and binding obligation of Guarantor, enforceable
in
accordance with its terms, except as the enforceability thereof may be limited
by applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors’ rights generally;
(d) The
execution, delivery and performance of this Guaranty will not violate any
applicable law, organizational document of Guarantor, or material agreement
by
which Guarantor or its properties or assets are bound; and
(e) It
is in
Guarantor’s direct interest to assist Borrower in procuring credit because
Guarantor is a wholly owned subsidiary of the Borrower.
SECTION
11. Notwithstanding
the provisions of this Guaranty, each Guarantor is entitled to deal with the
Collateral [or only the Accounts and Deposit Accounts] in the ordinary course
of
business, until:-
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5
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(a)
|
the
Borrower is in breach of the provisions of the Security Agreement
and the
other Transaction Documents;
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|
(b)
|
a
Guarantor is in breach of the provisions of this
Guaranty;
|
|
(c)
|
a
Guarantor deals with the Collateral [or only the Accounts and Deposit
Accounts] outside the ordinary course of
business;
|
|
(b)
|
an
appointment of a receiver to any assets, including the Collateral,
of a
Guarantor or to the assets of the
Borrower;
|
|
(c)
|
the
levy of execution against assets of a Guarantor or the
Borrower;
|
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(d)
|
the
application for winding up of a Guarantor or the
Borrower;
|
|
(e)
|
the
grant of an order for winding up of a Guarantor or the
Borrower
|
SECTION
12. Continuation.
This
Guaranty shall continue in full force and effect (and may not be revoked or
terminated), and Lender shall be entitled to issue the Bridge Note(s) and extend
other financial accommodations to Borrower on the faith hereof until such time
as Lender has, in writing, notified each Guarantor that all of the Guaranty
Obligations have been indefeasibly paid and satisfied in full and the Security
Agreement has been terminated.
SECTION
13. Subrogation.
Any and
all rights of any nature of each Guarantor to subrogation, contribution,
reimbursement or indemnity and any right of such Guarantor to recourse to any
assets or property of, or payment from, Borrower or any other guarantor of
all
or any part of the Guaranty Obligations as a result of any payments made or
to
be made hereunder for any reason are hereby unconditionally waived, and such
Guarantor shall not at any time exercise any of such rights unless and until
all
of the Guaranty Obligations have been indefeasibly paid and satisfied in full.
Any payments received by any Guarantor in violation of this Section
13
shall be
held in trust for and immediately remitted to Lender.
SECTION
14. Subordination.
The
payment of any and all of the indebtedness, liabilities and obligations of
Borrower to each Guarantor of every kind or nature, whether joint or several,
due or to become due, absolute or contingent, now existing or hereafter arising,
and whether principal, interest, fees, costs, expenses or otherwise
(collectively, the “Subordinated
Debt”),
is
expressly subordinated to the Guaranty Obligations. So long as any Guaranty
Obligations remain outstanding and the Security Agreement has not been
terminated, no payment of any kind (by voluntary payment, prepayment,
acceleration, setoff or otherwise) of any portion of the Subordinated Debt
may
be made by Borrower or received or accepted by any Guarantor at any time. Until
such time as the Guaranty Obligations have been indefeasibly paid and satisfied
in full and the Security Agreement has been terminated, each Guarantor will
not
(i) obtain any Lien and/or floating charge on any property of Borrower to secure
the Subordinated Debt, or (ii) make demand for payment of all or any part of
the
Subordinated Debt or commence any lawsuit, action or proceeding of any kind
against Borrower to recover all or any part of the Subordinated Debt. Any
payments received by any Guarantor in violation of this Section
14
shall be
held in trust for and immediately remitted to Lender.
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6
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SECTION
15. GOVERNING
LAW.
THIS
GUARANTY SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF
LAWS PRINCIPLES.
SECTION
16. CONSENT
TO JURISDICTION; SERVICE OF PROCESS.
EACH
GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES
THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR
ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH THIS GUARANTY. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
UPON SUCH GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO SUCH GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE
SIGNATURE PAGE HEREOF OR AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING,
AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED AS AFORESAID.
SECTION
17. JURY
TRIAL WAIVER.
EACH
GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. EACH
GUARANTOR AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO
ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
IN ENTERING INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR AND LENDER FURTHER WARRANT
AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
SECTION
18. Entire
Agreement; Severability.
This
Guaranty represents the entire understanding and agreement between each
Guarantor, on the one hand, and Lender, on the other hand, with respect to
the
subject matter contained herein, and there are no other existing agreements
or
understandings, whether oral or written, between or among such parties as to
such subject matter. Wherever possible, each provision of this Guaranty shall
be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Guaranty shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Guaranty.
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7
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SECTION
19. Cumulative
Remedies; Amendments.
All
rights and remedies hereunder and under the Security Agreement and the other
Transaction Documents are cumulative and not alternative, and Lender may proceed
in any order from time to time against Borrower, each Guarantor or any other
guarantor of all or any part of the Guaranty Obligations and their respective
assets. Lender shall not have any obligation to proceed at any time or in any
manner against, or exhaust any or all of Lender’s rights against, Borrower or
any other guarantor of all or any part of the Guaranty Obligations prior to
proceeding against any Guarantor hereunder. No failure or delay on the part
of
Lender in the exercise of any power, right or privilege shall impair such power,
right or privilege or be construed to be a waiver of any Default or acquiescence
therein, nor shall any single or partial exercise of any such power, right
or
privilege preclude other or further exercise thereof or of any other right,
power or privilege. No amendment, modification or waiver of any provision of
this Guaranty, or consent to any departure by any Guarantor therefrom, shall
be
effective unless the same shall be in writing and signed by Lender and each
Guarantor. Each amendment, modification or waiver shall be effective only in
the
specific instance and for the specific purpose for which the same was consented
to by Lender.
[Remainder
of Page Intentionally Left Blank]
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8
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IN
WITNESS WHEREOF, this Guaranty has been duly executed
by the undersigned as of _____
___, 2008.
|
WHERIFY
WIRELESS, INC.
|
|
|
By:
|
|
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Name:
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Xxxxx
Xxxxxxx
|
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Title:
|
Chief
Executive Officer
|
|
GUARANTOR:
|
|
|
[NAME
OF SUBSIDIARY]
|
|
|
By:
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Name:
|
|
|
Title:
|
|
|
[NAME
OF SUBSIDIARY]
|
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By:
|
|
|
Name:
|
|
|
Title:
|
|
|
[NAME
OF SUBSIDIARY]
|
|
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By:
|
|
|
Name:
|
|
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Title:
|
|
|
[NAME
OF SUBSIDIARY]
|
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By:
|
|
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Title:
|
|
On
the
___ day of ____
in
the year 2008 before me, the undersigned, personally appeared ________,
personally known to me or proved to me on the basis of satisfactory evidence
to
be the individual whose name is subscribed
to the
within instrument and acknowledged to me that he executed the same in his
capacity as ______________________ Guarantor (as defined in the within
instrument), and that by his signature on the instrument, the individual, or
the
person upon behalf of which the individual acted, executed the
instrument.
|
Notary
Public
|
