SECURITY AGREEMENT
This Security Agreement (this "Agreement") is executed as of May 16,
2005, by and between Broadcast International, Inc., a Utah corporation (the
"Debtor"), and Gryphon Master Fund, L.P., a Bermuda limited partnership, as
collateral agent for the Secured Parties (the "Collateral Agent").
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, the Debtor hereby covenants and agrees with the Collateral
Agent, for the benefit of the Secured Parties, as follows:
1. Reference to Purchase Agreement and Notes. This Agreement is being
executed and delivered in connection with that certain Securities Purchase
Agreement (the "Purchase Agreement"), dated May 16, 2005, by and among the
Company and the Purchasers named therein (each, together with their successors
and permitted assigns, a "Secured Party" and collectively, the "Secured
Parties"), and in connection with the issuance by the Company of the Notes
pursuant to the Purchase Agreement. Capitalized terms used in this Agreement
but not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement.
2. Incorporation of Purchase Agreement and Notes. The terms,
conditions, and provisions of the Purchase Agreement and the Notes are
incorporated herein by reference, the same as if set forth herein verbatim,
which terms, conditions, and provisions shall continue to be in full force and
effect hereunder until each Note is paid and performed in full.
3. Certain Definitions. As used herein, the following terms have the
meanings indicated:
"Collateral" means any and all assets and properties (real,
personal or mixed) of the Debtor (or any of them), whether now owned or
hereafter acquired, including, without limitation, (i) all replacements,
substitutions and additions thereto, (ii) all books and records pertaining
thereto, and (iii) all the accounts, notes and any other proceeds and products
therefrom.
"Default" means the occurrence of any one or more of the following
events, which in the case of clause (ii) below continues for a period of 5
days after the Collateral Agent gives written notice thereof: (i) an Event of
Default (as defined in the Notes); (ii) except as otherwise provided in this
definition, the failure of the Debtor to perform any material covenant,
agreement, or condition contained herein; (iii) the levy against the
Collateral, or any part thereof, or any execution, attachment, sequestration,
or other writ; (iv) the appointment of a receiver with respect to the
Collateral, or any part thereof; (v) the filing by the Debtor, by way of
petition or answer, of any petition or other pleading seeking relief as a
debtor, or an adjustment of the Debtor's debts, or any other relief under any
bankruptcy, reorganization, or insolvency laws now or hereafter existing; or
(vi) the receipt by the Collateral Agent of information establishing that any
representation or warranty made by the Debtor herein is false, misleading, or
erroneous in any material respect.
"Obligations" means the Debtor's payment and performance under
this Agreement, the Purchase Agreement and the Notes, together with any and
all renewals, extensions, and modifications of the same, whether on account of
principal, interest, fees, indemnities, costs, expenses, costs of collection
thereunder or otherwise.
"Obligor" means any person obligated with respect to any of the
Collateral, whether as an account debtor, obligor on an instrument, issuer of
securities, or otherwise.
"Security Interest" means the security interest granted and the
pledge and assignment made under Paragraph 4.
"UCC" means the Uniform Commercial Code as enacted in the State of
Texas, or other applicable jurisdiction, as amended at the time in question.
4. Security Interest. In order to secure the full and complete
payment and performance of the Obligations when due, the Debtor hereby grants
to the Collateral Agent, for the ratable benefit of the Secured Parties, a
security interest in and to the Collateral and pledges and assigns the
Collateral to the Collateral Agent, for the ratable benefit of the Secured
Parties. Such security interest is granted and such pledge and assignment are
made as security only and shall not subject the Collateral Agent to, or
transfer or in any way affect or modify, any obligation of the Debtor with
respect to any of the Collateral or any transaction involving or giving rise
thereto.
5. Representations, Warranties and Covenants of Debtor
(a) Representations and Warranties with Respect to the Collateral.
The Debtor represents and warrants that (i) it has all requisite power and
authority to enter into this Agreement; (ii) except for any financing
statement that may be filed by the Collateral Agent, for the ratable benefit
of the Secured Parties, with respect to the Collateral, no financing statement
covering the Collateral, or any part thereof, has been filed with any filing
officer or agency; (iii) no other security agreement covering the Collateral,
or any part thereof, has been made and no security interest, other than the
one created herein, has attached to or been perfected in the Collateral or in
any part thereof; (iv) on the date hereof the Debtor's jurisdiction of
organization and identification number from such jurisdiction of organization
is specified on Schedule 1 hereto; (v) no dispute, right of setoff,
counterclaim, or defense exists with respect to any part of the Collateral;
and (vi) the Collateral is located only in the jurisdictions specified on
Schedule 1 hereto.
(b) Affirmative Covenants of Debtor. The Debtor covenants and
agrees to each and all of the following: (i) to execute and deliver promptly
to the Collateral Agent all such other assignments, certificates, and
supplemental writings, and to do all other acts or things, as the Collateral
Agent may reasonably request in order more fully to evidence and perfect the
security interest created herein and to promptly pay the reasonable costs and
expenses of the Collateral Agent in connection with the Collateral Agent's
perfection of its security interests in the Collateral hereunder; (ii) to
furnish the Collateral Agent promptly with any information or writing that the
Collateral Agent may reasonably request concerning the Collateral; (iii) to
allow the Collateral Agent to inspect all books and records of the Debtor
relating to the Collateral or the Notes, and to make and take away copies of
such books and records at the Collateral Agent's expense; (iv) to notify the
Collateral Agent promptly of any change in any material fact or circumstance
warranted or represented by the Debtor in this Agreement or in any other
writings furnished by the Debtor to the Collateral Agent in connection with
the Collateral; (v) to notify the Collateral Agent promptly of any claim,
action, or proceeding affecting title to the Collateral, or any part thereof,
or the security interest herein, and at the request of the Collateral Agent,
to appear in and defend, at Debtor' sole cost and expense, any action or
proceeding; (vi) to maintain insurance customarily obtained by similar
businesses; and (vii) to pay to the Collateral Agent promptly the amount of
all costs and expenses (including reasonable attorney's fees) incurred by the
Collateral Agent in the enforcement of its rights hereunder.
(c) Negative Covenants of Debtor. The Debtor covenants and agrees
that, without the prior written consent of the Collateral Agent (which consent
may be granted or withheld in the sole and absolute discretion of the
Collateral Agent), the Debtor will not (i) except for sales of inventory in
the ordinary course of business consistent with past practice, sell, assign,
or transfer the Collateral or any of its rights therein, (ii) create any other
security interest in, mortgage, or otherwise encumber the Collateral or any
part thereof, or permit the Collateral to be or become subject to any lien,
attachment, execution, sequestration, other legal or equitable process, or any
encumbrance of any kind or character, except the security interest created
herein, or (iii) change its jurisdiction of organization, name or corporate
structure.
6. Default; Remedies. Should a Default occur and be continuing, the
Collateral Agent may, at its election, exercise any and all rights available
to the Collateral Agent and the Secured Parties under the UCC, in addition to
any and all other rights afforded by this Agreement, at law, in equity, or
otherwise, including, without limitation, (a) requiring the Debtor to assemble
all or part of the Collateral and make it available to the Collateral Agent at
a place to be designated by the Collateral Agent which is reasonably
convenient to the Debtor and the Collateral Agent, (b) surrendering any
policies of insurance on all or part of the Collateral and receiving and
applying the unearned premiums as a credit on the Obligations, (c) applying by
appropriate judicial proceedings for appointment of a receiver for all or part
of the Collateral (and the Debtor hereby consents to any such appointment),
and (d) applying to the Obligations any cash held by the Collateral Agent
under this Agreement.
(a) Notice. Reasonable notification of the time and place of any
public sale of the Collateral, or reasonable notification of the time after
which any private sale or other intended disposition of the Collateral is to
be made, shall be sent to the Debtor and to any other person entitled to
notice under the UCC; provided that if any of the Collateral threatens to
decline speedily in value or is of the type customarily sold on a recognized
market, the Collateral Agent may sell or otherwise dispose of the Collateral
without notification, advertisement, or other notice of any kind. It is
agreed that notice sent or given not less than three calendar days prior to
the taking of the action to which the notice relates is reasonable
notification and notice for the purposes of this subparagraph.
(b) Sales of Securities. In connection with the sale of any
Collateral that is securities, the Collateral Agent is authorized, but not
obligated, to limit prospective purchasers to the extent deemed necessary or
desirable by the Collateral Agent to render such sale exempt from the
registration requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws, and no sale so made in good faith by the
Collateral Agent shall be deemed not to be "commercially reasonable" because
so made.
(c) Application of Proceeds. The Collateral Agent shall apply the
proceeds of any sale or other disposition of the Collateral under this
Paragraph 6 in the following order: first, to the payment of all its
reasonable expenses incurred in retaking, holding, and preparing any of the
Collateral for sale(s) or other disposition, in arranging for such sale(s) or
other disposition, and in actually selling or disposing of the same (all of
which are part of the Obligations); second, toward repayment of any other
amounts expended by the Collateral Agent under this Agreement; and third,
toward payment of the balance of the Obligations on a pro rata basis. Any
surplus remaining shall be delivered to the Debtor or as a court of competent
jurisdiction may direct.
7. Other Rights.
(a) Performance. In the event the Debtor shall fail to pay when
due all taxes on any of the Collateral, or to preserve the priority of the
Security Interest in any of the Collateral, or otherwise fail to perform any
of its obligations under this Agreement with respect to the Collateral, then
the Collateral Agent may, at its option, but without being required to do so,
pay such taxes, prosecute or defend any suits in relation to the Collateral,
or take all such other action which the Debtor is required, but has failed or
refused, to take under this Agreement. Any sum which may be expended or paid
by the Collateral Agent under this subparagraph (including, without
limitation, court costs and attorneys' fees) shall bear interest from the
dates of expenditure or payment at the highest lawful rate until paid and,
together with such interest, shall be payable by the Debtor to the Collateral
Agent upon demand and shall be part of the Obligations.
(b) Collection. Upon notice from the Collateral Agent, each
Obligor with respect to any payments on any of the Collateral (including,
without limitation, dividends and other distributions with respect to
securities and insurance proceeds payable by reason of loss or damage to any
of the Collateral) is hereby authorized and directed by the Debtor to make
payment directly to the Collateral Agent, for the benefit of the Secured
Parties, regardless of whether the Debtor was previously making collections
thereon. Subject to Paragraph 7(e) hereof, until such notice is given, the
Debtor is authorized to retain and expend all payments made on the Collateral.
The Collateral Agent shall have the right in its own name or in the name of
the Debtor to compromise or extend time of payment with respect to all or any
portion of the Collateral for such amounts and upon such terms as the
Collateral Agent may determine; to demand, collect, receive, receipt for, xxx
for, compound, and give acquaintances for any and all amounts due or to become
due with respect to the Collateral; to take control of cash and other proceeds
of any Collateral; to endorse the name of the Debtor on any notes,
acceptances, checks, drafts, money orders, or other evidences of payment on
the Collateral that may come into the possession of the Collateral Agent; to
sign the name of the Debtor on any invoice or xxxx of lading relating to any
Collateral, on any drafts against Obligors or other persons making payment
with respect to the Collateral, on assignments and verifications of accounts
or other Collateral and on notices to Obligors making payment with respect to
the Collateral; to send requests for verification of obligations to any
Obligor; and to do all other acts and things necessary to carry out the intent
of this Agreement. If any Obligor fails or refuses to make payment on any
Collateral when due, the Collateral Agent is authorized, in its sole
discretion, either in its own name or in the name of the Debtor, to take such
action as the Collateral Agent shall deem appropriate for the collection of
any amounts owed with respect to the Collateral or upon which a delinquency
exists. Regardless of any other provision hereof, however, the Collateral
Agent shall never be liable for its failure to collect, or for its failure to
exercise diligence in the collection of, any amounts owed with respect to the
Collateral, nor shall it be under any duty whatever to anyone except the
Debtor to account for funds that they shall actually receive hereunder.
Without limiting the generality of the foregoing, the Collateral Agent shall
have no responsibility for ascertaining any maturities, calls, conversions,
exchanges, offers, tenders, or similar matters relating to any Collateral, or
for informing the Debtor with respect to any of such matters (irrespective of
whether the Collateral Agent actually has, or may be deemed to have, knowledge
thereof). The rights granted to the Collateral Agent under this subparagraph
may be exercised at any time, whether or not a Default has occurred and is
continuing.
(c) Record Ownership of Securities. Whether or not a Default has
occurred and is continuing, the Collateral Agent at any time may have any
Collateral that is securities and that is in the possession of the Collateral
Agent, or its nominee or nominees, registered in its name, or in the name of
its nominee or nominees, as pledgee; and, as to any securities so registered,
the Collateral Agent shall execute and deliver (or cause to be executed and
delivered) to the Debtor all such proxies, powers of attorney, dividend
coupons or orders, and other documents as the Debtor may reasonably request
for the purpose of enabling the Debtor to exercise the voting rights and
powers which it is entitled to exercise under this Agreement and to receive
the dividends and other payments in respect of securities which it is
authorized to receive and retain under this Agreement.
(d) Voting of Securities. As long as a Default has not occurred
and is not continuing, the Debtor shall be entitled to exercise all voting
rights pertaining to any Collateral that is securities. After the occurrence
and during the continuance of a Default, the right to vote any Collateral that
is securities shall be vested exclusively in the Collateral Agent. To this
end, the Debtor hereby irrevocably constitutes and appoints the Collateral
Agent the proxy and attorney-in-fact of the Debtor, with full power of
substitution, to vote, and to act with respect to, any and all Collateral that
is securities standing in the name of the Debtor or with respect to which the
Debtor is entitled to vote and act, subject to the understanding that such
proxy may not be exercised unless a Default has occurred and is continuing.
The proxy herein granted is coupled with an interest, is irrevocable, and
shall continue until the Obligations have been paid and performed in full.
(e) Certain Proceeds. Notwithstanding any provision of this
Agreement to the contrary, any and all stock dividends or distributions in
property made on or in respect of any Collateral that is securities, and any
proceeds of any Collateral that is securities, whether such dividends,
distributions, or proceeds result from a subdivision, combination, or
reclassification of the outstanding capital stock of any issuer thereof or as
a result of any merger, consolidation, acquisition, or other exchange of
assets to which any issuer may be a party, or otherwise, shall be part of the
Collateral hereunder, and shall, if received by the Debtor, be held in trust
for the Collateral Agent, for the benefit of the Secured Parties. Upon notice
from the Collateral Agent, such dividends, distributions or other proceeds
shall forthwith be delivered to the Collateral Agent (accompanied by proper
instruments of assignment and/or stock and/or bond powers executed by the
Debtor in accordance with the Collateral Agent's instructions) to be held
subject to the terms of this Agreement. Any cash proceeds of Collateral which
come into the possession of the Collateral Agent (including, without
limitation, insurance proceeds) may, at the Collateral Agent's option, be
applied in whole or in part to the Obligations (to the extent then due), be
released in whole or in part to or on the written instructions of the Debtor
for any general or specific purpose, or be retained in whole or in part by the
Collateral Agent as additional Collateral. Any cash Collateral in the
possession of the Collateral Agent may be invested by the Collateral Agent in
certificates of deposit of a term of 12 months or less issued by any state or
national bank having combined capital and surplus greater than $100,000,000,
or in securities issued or guaranteed by the United States of America or any
agency thereof that mature within a year of the date of acquisition thereof.
The Collateral Agent shall never be obligated to make any such investment and
shall never have any liability to the Debtor for any loss that may result
therefrom. All interest and other amounts earned from any investment of
Collateral may be dealt with by the Collateral Agent in the same manner as
other cash Collateral. The provisions of this subparagraph shall be
applicable whether or not a Default has occurred and is continuing.
(f) Subrogation. If any of the Obligations is given in renewal or
extension or applied toward the payment of indebtedness secured by any lien,
the Collateral Agent, for the ratable benefit of the Secured Parties shall be,
and is hereby, subrogated to all of the rights, titles, interests, and liens
securing the indebtedness so renewed, extended, or paid.
(g) Indemnification. The Debtor hereby assumes all liability for
the Collateral, for the Security Interest, and for any use, possession,
maintenance, and management of, all or any of the Collateral, including,
without limitation, any taxes arising as a result of, or in connection with,
the transactions contemplated herein, and agrees to assume liability for, and
to indemnify and hold the Collateral Agent and the Secured Parties harmless
from and against, any and all claims, causes of action, or liability, for
injuries to or deaths of persons and damage to property, howsoever arising
from or incident to such use, possession, maintenance, and management, whether
such persons be agents or employees of the Debtor or of third parties, or such
damage be to property of the Debtor or of others. The Debtor agrees to
indemnify, save, and hold the Collateral Agent and the Secured Parties
harmless from and against, and covenants to defend the Collateral Agent and
the Secured Parties against, any and all losses, damages, claims, costs,
penalties, liabilities, and expenses, including, without limitation, court
costs and attorneys' fees, howsoever arising or incurred because of, incident
to, or with respect to the Collateral or any use, possession, maintenance, or
management thereof and the execution, delivery, enforcement, performance and
administration of this Agreement.
(h) Duty of Collateral Agent. The Collateral Agent's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9.207 of the UCC or otherwise,
shall be to deal with it in the same manner as the Collateral Agent deals with
similar property for its own account. Neither the Collateral Agent, any
Secured Party nor any of their respective officers, directors, partners,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
the Debtor or any other person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The powers conferred on the
Collateral Agent and the Secured Parties hereunder are solely to protect the
Collateral Agent's and the Secured Parties' interests in the Collateral and
shall not impose any duty upon the Collateral Agent or any Secured Party to
exercise any such powers. The Collateral Agent and the Secured Parties shall
be accountable only to the Debtor and only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any
of their officers, directors, partners, employees or agents shall be
responsible to the Debtor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.
8. Miscellaneous.
(a) Term. Upon full and final payment in cash and performance of
the Obligations, this Agreement (other than Paragraph 7(g) hereof, which shall
survive) shall thereafter terminate upon receipt by the Collateral Agent of
the Company's written notice of such termination.
(b) Actions Not Releases. The Security Interest, the Obligations
and the Collateral Agent's and the Secured Parties' rights hereunder shall not
be released, diminished, impaired, or adversely affected by the occurrence of
any one or more of the following events: (i) the taking or accepting of any
other security or assurance for any or all of the Obligations; (ii) any
release, surrender, exchange, subordination, or loss of any security or
assurance at any time existing in connection with any or all of the
Obligations; (iii) the modification of, amendment to, or waiver of compliance
with any terms of this Agreement without the notification or consent of the
Debtor, except as required herein (the right to such notification or consent
being herein specifically waived by the Debtor); (iv) the insolvency,
bankruptcy, or lack of corporate, partnership or trust power of any party at
any time liable for the payment of any or all of the Obligations, whether now
existing or hereafter occurring; (v) any renewal, extension, or rearrangement
of the payment of any or all of the Obligations, either with or without notice
to or consent of the Debtor, or any adjustment, indulgence, forbearance, or
compromise that may be granted or given by the Collateral Agent to the Debtor;
(vi) any neglect, delay, omission, failure, or refusal of the Collateral Agent
to take or prosecute any action in connection with this Agreement or any other
agreement, document, guaranty, or instrument evidencing, securing, or assuring
the payment of all or any of the Obligations; (vii) any failure of the
Collateral Agent to notify the Debtor of any renewal, extension, or assignment
of the Obligations or any part thereof, or the release of any security, or of
any other action taken or refrained from being taken by the Collateral Agent
against the Debtor or any new agreement between Secured Parties and the
Debtor, it being understood that the Collateral Agent shall not be required to
give the Debtor any notice of any kind under any circumstances whatsoever with
respect to or in connection with the Obligations, including, without
limitation, notice of acceptance of this Agreement or any Collateral ever
delivered to or for the account of the Collateral Agent hereunder; (viii) the
illegality, invalidity, or unenforceability of all or any part of the
Obligations against any party obligated with respect thereto by reason of the
fact that the Obligations, or the interest paid or payable with respect
thereto, exceeds the amount permitted by law, the act of creating the
Obligations, or any part thereof, is ultra xxxxx, or the officers, partners,
or trustees creating same acted in excess of their authority, or for any other
reason; or (ix) if any payment by any party obligated with respect thereto is
held to constitute a preference under applicable laws or for any other reason
the Collateral Agent is required to refund such payment or pay the amount
thereof to someone else.
(c) Waivers. Except to the extent expressly otherwise provided
herein, the Debtor waives (i) any right to require the Collateral Agent or
Secured Parties to proceed against any other person, to exhaust their rights
in the Collateral, or to pursue any other right which the Collateral Agent or
Secured Parties may have; (ii) with respect to the Obligations, presentment
and demand for payment, protest, notice of protest and nonpayment, and notice
of the intention to accelerate; and (iii) all rights of marshaling in respect
of any and all of the Collateral.
(d) Financing Statements. The Collateral Agent shall be entitled
at any time to file this Agreement or a carbon, photographic, or other
reproduction of this Agreement, as a financing statement, but the failure of
the Collateral Agent to do so shall not impair the validity or enforceability
of this Agreement. The Collateral Agent is hereby authorized to file any other
financing statements with respect to the Collateral (including UCC-1 financing
statements), for the ratable benefit of the Secured Parties, in any applicable
jurisdiction.
(e) Amendments. This instrument may be amended only by an
instrument in writing executed jointly by the Debtor and the Collateral Agent,
and supplemented only by documents delivered or to be delivered in accordance
with the express terms hereof; provided that the Collateral Agent shall only
be permitted to enter into any amendment that releases all or substantially
all of the Collateral or releases the Debtor from its obligations hereunder
upon the written direction of the holders of more than 85% of the then
outstanding aggregate principal amount of the Notes.
(f) Multiple Counterparts. This Agreement has been executed in a
number of identical counterparts, each of which shall be deemed an original
for all purposes and all of which constitute, collectively, one agreement;
but, in making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
(g) Parties Bound; Assignment. This Agreement shall be binding on
the Debtor each of its successors and permitted assigns and shall inure to the
benefit of the Collateral Agent and the Secured Parties and their respective
successors and assigns. The Debtor may not, without the prior written consent
of the Collateral Agent, assign any rights, duties, or obligations hereunder.
In the event of an assignment of all or part of the Obligations, the Security
Interest and other rights and benefits hereunder, to the extent applicable to
the part of the Obligations so assigned, shall be transferred therewith.
(h) Governing Law; Exclusive Jurisdiction. This Agreement shall
be governed by and construed in accordance with the internal laws of the State
of Texas, without giving effect to the choice of law provisions. This
Agreement shall not be interpreted or construed with any presumption against
the party causing this Agreement to be drafted. The Debtor, the Collateral
Agent and each Secured Party (i) hereby irrevocably submit to the exclusive
jurisdiction of the United States District Court sitting in the Northern
District of Texas and the courts of the State of Texas located in Dallas,
Texas, for the purposes of any suit, action or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby, (ii)
hereby waive, and agree not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or
that the venue of the suit, action or proceeding is improper, and (iii) hereby
waive any and all rights they may have to a trial by jury with respect to any
suit, action or proceeding based on, or arising out of, under, or in
connection with, this Agreement.
(i) Complete Agreement. This Agreement, the Purchase Agreement,
the Notes, and all other agreements, instruments or documents executed and/or
delivered in connection therewith are intended by the Debtor and the
Collateral Agent as a final expression of their agreement with respect to the
subject matter hereof and thereof, and supersede all prior agreements and
understandings whether oral or written with respect to the subject matter
hereof and thereof.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first
above written.
"Debtor":
BROADCAST INTERNATIONAL, INC.
By:_____________________________________________
Xxxxxx X. Xxxxx, President & CEO
"Collateral Agent":
GRYPHON MASTER FUND, L.P.
By: Gryphon Partners, L.P., its General Partner
By: Gryphon Management Partners, L.P., its General Partner
By: Gryphon Advisors, L.L.C., its General Partner
By: ___________________________________________________
X.X. Xxxx, XX, Authorized Agent
