EXHIBIT 10(n)
ESCROW AGREEMENT
This Escrow Agreement (this "Agreement") is entered into on this ____
day of November, 1997 (the "Effective Date") among Computerized Thermal
Imaging, Inc., a Nevada corporation ("CTI"), Xxxxx Xxxx ("Sack"), and First
Nebraska Trust Company, a Nebraska corporation (the "Escrow Agent").
RECITAL:
On or about August, 1997, Sack presented Certificate No. 8313 to CTI for
registration into the name of Sack. Sack represented to CTI that he had
taken a pledge of the shares of common stock of CTI represented by that
certificate as collateral for repayment of certain indebtedness to Sack owed
by Xxxxxxx X. Xxxxxxxx, the registered holder of the certificate. CTI
maintains the certificate was the subject of a conditional issuance to Xx.
Xxxxxxxx, the conditions of which have not been satisfied. Sack maintains
that his security interest in the shares represented by the certificate is
free of any claims of CTI because Sack was a bona fide purchaser for value.
CTI and Sack have agreed to finally resolve their dispute pursuant to the
terms of this Agreement.
In consideration for the mutual covenants herein contained, the
sufficiency of which are hereby acknowledged, the parties agree as follows:
12. PURPOSE OF ESCROW.
(a) The purpose of this Agreement is to permit the transfer and
liquidation of certain shares of common stock of CTI evidenced by certificate
no. 8313 (the "Certificate"). The Certificate represents 500,000 shares of
common stock of CTI. Sack represents that the Certificate was pledged to
Sack by Xxxxxxx Xxxxxxxx ("Xxxxxxxx") as collateral for two separate loans
evidenced by the following documents: (a) the Promissory Note, Pledge, and
Option Agreement dated May 2, 1995 ($100,000); (b) the Agreement dated
February 5, 1996 ($73,000); and (c) the Letter Amendment dated May 14, 1996.
Sack further acknowledges and represents that he has advanced the full loan
amounts referenced, no payments towards reducing principal, interest or
penalties have been made by or on behalf of Xxxxxxxx, and that the loans are
presently in default. While the parties recognize that CTI disputes the
terms and conditions surrounding the initial delivery of the Certificate to
Xxxxxxxx, including the validity of the issuance, failure of consideration,
and Xxxxxxxx'x actions as they relate to the holding and subsequent pledge of
the Certificate to Sack, CTI has deemed it in its best interests to permit
the transfer of shares as provided for herein. The parties further represent
and acknowledge that by permitting the transfers contemplated herein, CTI in
no way sanctions or recognizes the validity of the alleged security agreement
between Sack and Xxxxxxxx nor waives any rights with respect to the damages
caused to CTI by Xxxxxxxx.
(b) Provided, however, that CTI represents and warrants to Sack, and
each purchaser for value of the Escrowed Shares, as provided herein and as
an intended third party beneficiary hereof, that the Escrowed Shares when
issued to such purchaser for value in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable, will not
have been issued in violation of, and will not be subject to any Restriction
or defect of title or otherwise, and CTI has not knowingly taken any action
which would result in the imposition of any such Restriction or claim of
defect of title or otherwise, except for any Restriction under applicable
securities laws of the United States or any state thereof. The parties
acknowledge that the representations set forth in this Section 1(b) shall
apply only to Escrowed Shares sold by the Escrow Agent under this Agreement.
13. DEFINITIONS.
"Account" shall mean the separate interest-bearing account established
by the Escrow Agent to serve as a repository for all proceeds derived from
the sale of Escrowed Shares and to effect transfers pursuant to this
Agreement.
"Certificate" shall have the meaning set forth in Section 1(a).
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"Indebtedness" shall mean the amount of all outstanding principal,
accrued interest, penalties, recoverable expenses, costs and fees relating to
the Loans and all other agreements relating to the debt secured by the
Certificate. The parties agree and acknowledge that Schedule A, attached
hereto and incorporated herein by this reference, sets forth a complete and
accurate accounting of all amounts validly constituting Indebtedness as of
and through November 17, 1997 ("Initial Amount") and, unless otherwise
provided, shall constitute the Indebtedness for purposes of this Agreement.
Provided, that the parties further agree and acknowledge that interest and
costs shall continue to accrue on the outstanding principal portion of the
Indebtedness, as adjusted, until such principal is finally repaid, and that a
final accounting of all additional Indebtedness ("Final Amount"), including
accrued interest and recoverable costs since the date the Initial Amount was
established, shall be provided by Sack to the Escrow Agent not later than
five (5) days before the final liquidation of the Escrowed Shares necessary
to satisfy the Initial Amount. Upon confirmation of the accuracy such
accounting by CTI, which shall not be unreasonably withheld, the Final Amount
shall be added to the Initial Amount to constitute the Indebtedness which
shall be deemed fixed and final.
"Escrowed Shares" shall refer to the shares of common stock of CTI
represented by or derived from the Certificate, including all subsequent
certificates evidencing the remaining share balance.
"Losses" shall mean any and all demands, claims, actions or causes of
action, assessments, losses, diminution in value, damages, liabilities, costs
and expenses, including without limitation, interest, penalties, cost of
investigation and defense, and reasonable attorneys' and other professional
fees and expenses.
"Loans" shall collectively refer to (a) the Promissory Note, Pledge,
and Option Agreement dated May 2, 1995 ($100,000), (b) the Agreement dated
February 5, 1996 ($73,000), and (c) the Letter Amendment dated May 14, 1996.
"Restriction" shall mean any claim, action, proceeding, power of
attorney, agreement, contract, arrangement or understanding which (a)
restricts or may restrict the transfer of, or the exercise of any rights of
the enjoyment of any benefits arising by reason of ownership of such shares
or (b) creates or may create any lien, charge, liability, claim or challenge
to title, encumbrance, adverse interest, constructive trust or other trust.
14. APPOINTMENT, ACCEPTANCE AND COMPENSATION.
(a) APPOINTMENT AND ACCEPTANCE. CTI and Sack hereby appoint and
authorize the Escrow Agent to perform the duties assigned to the Escrow Agent
in accordance with the terms set forth in this Agreement. Escrow Agent
hereby accepts such appointment and agrees to accept, hold and liquidate the
Escrowed Shares, distribute the proceeds from all liquidations, and deliver
the Escrowed Shares upon closing of the escrow in accordance with the terms
set forth in this Agreement.
(b) COMPENSATION. The Escrow Agent shall be compensated for its
services and shall pay all reasonable expenses incurred under this
Agreement, including brokerage fees, out of the proceeds derived from each
sales transaction. The Escrow Agent is authorized to charge and withhold, as
full compensation hereunder, a fee of $0.02 per liquidated Escrowed Share and
pay reasonable brokerage fees out of the gross proceeds generated on each
sale of Escrowed Shares conducted in accordance with Section 5. The net
proceeds shall be deposited pursuant to Section 5(c). CTI agrees to pay a
$500.00 fee to the Escrow Agent in the event fees generated pursuant to this
Section 3(b) do not exceed $500.00.
15. TRANSFER OF CERTIFICATE. CTI hereby agrees to revoke, to the
extent necessary to achieve the purpose of the Agreement, the cancellation of
the Certificate and waives present objection to the transfer of the
Certificate to the Escrow Agent pursuant to the terms set forth herein free
of any restrictive legend. Sack shall submit (a) the Certificate, (b) a
properly executed irrevocable stock power, (c) written instructions directing
Merit Transfer Company, transfer agent for CTI (the "Transfer Agent"), to
effect the transfer of the Escrowed Shares to the Escrow Agent free of any
restrictive legend, and (d) a written legal opinion from Sack's counsel
advising the Transfer Agent that the requested transaction, including removal
of the restrictive legend, is permissible in light of relevant state and
federal securities laws. Within three (3) business days of receipt of notice
from the Transfer Agent that the necessary documentation has been delivered,
CTI shall irrevocably authorize the Transfer Agent to effect the transfer of
Escrowed Shares as provided in the instructions attached hereto as EXHIBIT
"A" (the "Instructions"). The Transfer Agent shall
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then deliver the Escrowed Shares, reflecting a new registered holder as
provided herein, to the Escrow Agent to be held in escrow, as provided for
herein.
16. LIQUIDATION OF ESCROWED SHARES.
(a) The Escrow Agent shall accept delivery of the Escrowed Shares,
free of any restrictive legend, and place them in a separate account for
safe-keeping. The Escrow Agent is authorized to establish an account with
Bank of New York and register the Escrowed Shares in the street name of Bank
of New York for the benefit of the Escrow Agent. Escrow Agent shall execute
trades with one or more broker-dealers (the "Broker(s)") in order to
liquidate that portion of the Escrowed Shares necessary to generate
sufficient proceeds to satisfy the Indebtedness in full. The Escrow Agent
shall conduct all sales transactions directly from its account with the Bank
of New York, and shall not establish any depository accounts with the
Broker(s).
(b) In order to permit the liquidation of the Escrowed Shares to
proceed in a commercially reasonable manner and to avoid any adverse effects
on the market value of the Escrowed Shares, CTI and Sack agree that the
Escrow Agent shall sell one hundred thousand (100,000) Escrowed Shares in any
one calendar month ("Monthly Sales Amount") until the Indebtedness is
satisfied in full. In the event that market conditions change and it
reasonably appears that an accelerated liquidation schedule may be advisable,
CTI and Sack agree to make a good faith effort to renegotiate the Monthly
Sales Amount. Decisions regarding the timing of the sale of Escrowed Shares
during the month shall be left to the discretion of Sack who shall in turn
instruct the Escrow Agent to effect the sale, provided, that the Escrow Agent
shall not be authorized to sell Escrowed Shares in an amount greater than ten
percent (10%) of the previous day's total trading volume in CTI common stock
during any one day, unless necessary to comply with the Monthly Sales Amount
after attempting to sell at the maximum daily level on at least ten (10) days
during the respective month. However, in the event the closing price per
share of CTI common stock, as reported by the Escrow Agent, is less than
$0.43 per share for three (3) consecutive trading days, then the Escrow Agent
may sell Escrowed Shares as necessary to liquidate the remaining
Indebtedness, not withstanding any limitation set forth in this Section 5 to
the contrary.
(c) Escrow Agent shall deposit all net proceeds from the sale of
Escrowed Shares directly into the Account. Escrow Agent shall transfer all
proceeds derived from the periodic sale of the Escrowed Shares from the
Account to Sack within three (3) business days after the date on which all
monthly Account costs are paid by the Escrow Agent. The proceeds will be
applied by Sack directly to the Indebtedness, according to the priority
provided in NEB. U.C.C. Section 9-504(1) (Reissue 1992). Notwithstanding any
other reporting obligations contained in this Agreement, within three (3)
business days of full payment of the Indebtedness, Sack shall provide the
Escrow Agent with written notice that the Indebtedness has been satisfied.
(d) The parties acknowledge and agree that in the event the
liquidation of Escrowed Shares, pursuant to this Section 5, does not begin on
the first day of the calendar month, then the authorized Monthly Sales Amount
will be reduced on a pro rata basis to compensate for the shortened calendar
period.
17. REPORTING. Not later than five (5) business days following
month-end, the Escrow Agent shall provide Sack and CTI with a written
statement disclosing all sales transactions of Escrowed Shares during such
month, including the amount of shares sold, the date of sale and the
aggregate proceeds thereof; and all transfers to Sack of proceeds of such
sales transactions. The Escrow Agent shall make the final sales transaction
in as small a block of shares as reasonably practicable to satisfy the
remaining Indebtedness, but in no instance shall liquidate Escrowed Shares in
excess of $1,000 of the Indebtedness, unless otherwise agreed to in writing
by the parties..
18. INDEMNITY AGAINST LOSS IN VALUE. In the event that the liquidation
of the Escrowed Shares does not generate sufficient proceeds to satisfy the
Indebtedness, Sack agrees to transfer and assign to CTI, and CTI agrees to
purchase, Sack's chose in action to proceed against Xxxxxxxx on collecting
the deficiency on the Loans. CTI agrees to a purchase price equaling the
remaining Indebtedness due to Sack. CTI further agrees to indemnify, defend
and hold harmless Sack from and against, for and in respect of any and all
Losses asserted against, or paid, suffered or incurred by Sack resulting
from, based upon, or arising out of a claim that the disposition of the
Escrowed Shares, the application of the proceeds to costs associated with
such disposition or the method, manner, time, or the terms thereof, was not
commercially reasonable (this provision shall not cover any such damages
accruing prior to August 7, 1997,
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including Sack's failure to liquidate the Certificate prior to that date);
and a claim or challenge to Sack's right and ability to deliver valid title
to purchasers of the Escrowed Shares free of Restriction or defect of title.
In the event any third party makes a claim or initiates a legal proceeding
against Sack regarding a matter which is covered by this provision, Sack
shall provide immediate written notice of the claim to CTI. Sack hereby
authorizes CTI to make all decisions in connection with such action and
assigns to CTI all rights and obligations with respect to any and all
counter-claims. Sack agrees to provide all reasonable assistance in the
defense of covered claims, including production of requested documents and
testimony.
8. CONFIDENTIALITY. CTI, Sack and the Escrow Agent hereby agree not
to disclose any information arising out of or relating to this Agreement
("Information") without the written consent of CTI and Sack, unless, and to
the extent, required by applicable law. Without limiting the generality of
the foregoing, CTI expressly acknowledges Sack's disclosure obligations to
Xxxxxxxx under the Nebraska Uniform Commercial Code and consents to such
disclosure. Specifically, the Escrow Agent shall only be authorized to
disclose Information necessary to effect individual sale transactions of
Escrowed Shares, as provided for in Section 5, but shall not disclose any
Information relating to the liquidation schedule provided for in Section 5,
the aggregate number or overall planned liquidation of Escrowed Shares, or
the purpose behind the liquidation of Escrowed Shares, to any person,
including the Broker. The parties acknowledge that any unauthorized
disclosure of such Information may cause a decline in the market value of the
common stock of CTI and the Escrowed Shares.
9. DURATION OF ESCROW. Subject to the provisions of Section 10, this
Agreement shall terminate upon the occurrence of the earlier of: (a) the
satisfaction of the Indebtedness; or (b) joint instructions from CTI and Sack
consenting to the termination of this Agreement. Section 7 and Section 8
shall survive the termination of this Agreement.
10. PROCEDURE FOR CLOSING THE ACCOUNT AND DISTRIBUTING ESCROWED SHARES.
Upon termination of this Agreement as provided for in Section 9, the Escrow
Agent shall promptly close the escrow. All expenses associated with the
maintenance of the escrow or the Account shall be paid as provided for in
Section 3(b) but in the event unpaid expenses remain, such expenses shall be
paid out of the remaining funds in the Account or, if no funds remain, by
CTI. Within two (2) days of the final payment of all Indebtedness and fees
and expenses associated with the maintenance of the escrow and/or the
Account, all remaining funds in the Account shall be disbursed according to
instructions from Sack and all remaining Escrowed Shares shall be delivered
by the Escrow Agent to the Transfer Agent along with the instructions
attached hereto as EXHIBIT "B".
11. MUTUAL RELEASES.
(a) CTI RELEASE. CTI hereby completely and forever releases,
discharges, and acquits Sack and each of his respective officers, directors,
stockholders, attorneys, agents, affiliates, employees, and insurers of and
from any and all manner of accounts, causes of action, suits, debts, sums of
money, recounts, reckonings, covenants, contracts, controversies, oral or
written agreements, promises, torts, damages, judgments, claims or demands
whatsoever, in law or in equity, whether known or unknown or by virtue of any
statute or regulation, or upon any legal theory whatsoever which CTI has now
or at any time hereafter may have by reason of any matter, cause, thing,
occurrence, omission, or of any other factor, situation or event arising out
of or relating to the making of the Loans, the acceptance of a pledge of the
Escrowed Shares as collateral therefor, and the attempted transfer or
transfer of the Certificate.
(b) SACK RELEASE. Except as provided in Section 7, Sack hereby
completely and forever releases, discharges, and acquits CTI and each of its
respective officers, directors, stockholders, attorneys, agents, affiliates,
employees, and insurers of and from any and all manner of accounts, causes of
action, suits, debts, sums of money, recounts, reckonings, covenants,
contracts, controversies, oral or written agreements, promises, torts,
damages, judgments, claims or demands whatsoever, in law or in equity,
whether known or unknown or by virtue of any statute or regulation, or upon
any legal theory whatsoever which Sack has now or at any time hereafter may
have by reason of any matter, cause, thing, occurrence, omission, or of any
other factor, situation or event arising out of or relating to the attempted
transfer or transfer of the Certificate.
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12. SUCCESSOR ESCROW AGENTS. Escrow Agent, or any successor escrow
agent, may resign at any time by giving notice in writing to CTI and Sack and
shall be discharged from its duties under this Agreement on the first to
occur of (a) the appointment of a successor escrow agent, or (b) the
expiration of thirty (30) calendar days after such notice is given. In the
event of any resignation, the successor escrow agent shall be appointed
jointly by CTI and Sack. Any successor escrow agent shall deliver to CTI and
Sack a written instrument accepting appointment under this Agreement, and
thereupon it shall succeed to all of the rights and duties of the Escrow
Agent hereunder. In such event, the former Escrow Agent shall be delivered a
written release executed by a CTI and Sack releasing such Escrow Agent from
its obligations hereunder.
13. RIGHTS, PRIVILEGES, IMMUNITIES AND LIABILITIES OF THE ESCROW AGENT.
The following shall govern the rights, privileges, immunities and liabilities
of the Escrow Agent:
(a) INDEMNIFICATION. In the event Escrow Agent becomes involved
in any suit, litigation or other investigative or legal proceeding in
connection with this Agreement, the Escrowed Shares, the Account or any
matter related hereto or thereto, CTI agrees to indemnify and save the Escrow
Agent harmless from all loss, cost, damage, expense, liability and attorneys'
fees suffered or incurred by Escrow Agent as a result thereof, except any
such loss, cost, damage, expense, liability, or attorneys' fees that arise
directly or indirectly as a result of the Escrow Agent's gross negligence or
willful misconduct.
(b) ACTING ON NOTICES. Escrow Agent shall be protected in acting
on any written notice, request, waiver, consent, certificate, receipt,
authorization, power of attorney, or other paper or document that Escrow
Agent in good faith believes to be genuine.
(c) STANDARD OF CARE. Escrow Agent shall not be liable for
anything that it may do or refrain from doing in connection herewith,
provided it acts in good faith and does not engage in gross negligence or
willful misconduct.
(d) CONSULTATION WITH COUNSEL. The Escrow Agent may consult with
legal counsel in the event of any dispute or question as to the construction
of any of the provisions of this Agreement or its duties hereunder, and it
shall incur no liability and shall be fully protected in acting in accordance
with the opinion and instructions of such counsel.
(e) DISAGREEMENTS. In the event of any disagreement between CTI
or Sack resulting in adverse claims or demands being made in connection with
the Escrowed Shares or the Account, or in the event Escrow Agent, in good
faith, shall be in doubt as to what action it should take hereunder, Escrow
Agent may, at its option, refuse to comply with any claims or demands on it,
or refuse to take any other action hereunder, so long as such disagreement
continues or such doubt exists, and in such event, Escrow Agent shall not be
or become liable in any way or to any person for its failure or refusal to
act; provided, however, that Escrow Agent shall in such event, immediately
deliver any and all Escrowed Shares then in its possession to Sack to be held
by Sack pending resolution of such dispute. Escrow Agent shall be entitled
to continue to refrain from acting until (a) the rights of all interested
parties shall have been fully and finally adjudicated as provided for herein
or (b) all differences shall have been adjusted and all doubt resolved by
agreement between all interested parties, and Escrow Agent shall have been
notified thereof by a written document signed by CTI and Sack.
(f) DISCHARGE OF OBLIGATIONS. The Escrow Agent, having closed the
Account and distributed the Escrowed Shares in accordance with Section 10 of
this Agreement, shall be discharged from any further obligation hereunder.
14. MISCELLANEOUS.
(a) NOTICE. Any notice required or permitted hereunder shall be
in writing and shall be sufficiently given if personally delivered,
transmitted via confirmed telecopy or mailed by certified or registered mail,
return receipt requested, addressed as follows:
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If to CTI Computerized Thermal Imaging, Inc.
0000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxxx Xxxxxx
(000) 000-0000 Telecopier
with copy to:
Looper, Reed, Xxxx & XxXxxx
Xxxx Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxx
(000) 000-0000 Telecopier
If to Escrow Agent: First Nebraska Trust Company
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000 Telecopier
If to Sack: Xxxxx X. Xxxx
0000 Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000 Telecopier
with copy to:
Xxxxxxxxx X. Xxxx
Xxxxxx, Guenzel, Davis, Xxxxxxx & Xxxxxxx
000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000 Telecopier
(or to such other address as may be stated in written notice furnished by any
party to the other party), and shall be deemed to have been delivered as of
the date so personally delivered, faxed or mailed.
(b) EFFECT OF AGREEMENT. This Agreement shall be binding on,
inure to the benefit of and be enforceable by and against CTI, Sack and
Escrow Agent and their respective successors.
(c) FURTHER ASSURANCES. Each party to this Agreement agrees to
perform any further acts and execute and deliver any documents that any party
hereto may deem reasonably necessary to carry out the provisions of this
Agreement.
(d) SEVERABILITY. Each provision of this Agreement shall be
viewed as separate and divisible, and in the event that any provision shall
be held to be invalid, the remaining provisions shall continue to be in full
force and effect.
(e) ENTIRE AGREEMENT. This Agreement and the agreements referred
to herein constitute the entire agreement and understanding among the parties
hereto relating to the subject matter hereof and supersede all prior [nb]
understandings, written or oral, with respect to the subject matter hereof.
(f) AMENDMENTS. This Agreement may be amended only by an
instrument in writing executed by the parties hereto.
(g) CAPTIONS. The paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
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(h) SPECIFIC PERFORMANCE. Each party hereto acknowledges that a
remedy at law for any breach or attempted breach of this Agreement will be
inadequate, agrees that each other party hereto shall be entitled to specific
performance and injunctive and other equitable relief in case of any such
breach or attempted breach, and further agrees to waive any requirement for
the securing or posting of any bond in connection with the obtaining of any
such injunctive or any other equitable relief.
(i) REMEDIES CUMULATIVE. The rights and remedies granted herein
are cumulative and not exclusive of any other right or remedy granted herein
or provided by law.
(j) CHOICE OF LAWS; JURISDICTION; VENUE. This Agreement is being
delivered in the State of Nebraska and shall be construed in accordance with
and governed by the laws of such state, without regard to conflicts of laws
principles thereof. All obligations of the parties as created by this
Agreement are performable in Lincoln, Nebraska; venue and jurisdiction for
all proceedings originating by and between the parties and relating to this
Agreement shall be with the Federal District Courts in Lincoln, Nebraska.
The parties acknowledge that the foregoing statements shall in no way be
deemed a general consent to jurisdiction by CTI.
(k) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(l) ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties, their respective successors, and permitted
assigns. This Agreement may not be assigned by either party without the prior
written consent of the other parties.
(m) NO THIRD PARTY BENEFICIARIES. Except as expressly set forth
in this Agreement, no person or entity not a party to this Agreement shall
have rights under this Agreement as a third party beneficiary or otherwise.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto effective as of the date first above written.
CTI:
COMPUTERIZED THERMAL IMAGING, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxxx, Chief Executive Officer
SACK:
By: /s/ Xxxxx X. Xxxx
---------------------------------------------
Xxxxx X. Xxxx
ESCROW AGENT:
FIRST NEBRASKA TRUST COMPANY
By: /s/ C. Xxxx Xxxxxxx
------------------------------------------
Name: C. Xxxx Xxxxxxx
-------------------------------------------
Title: President
------------------------------------------
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