EXTENSION OF LEASE
This extension of lease is made on October __, 1992 between TRADER
VIC'S FOOD PRODUCTS, a California corporation, ("Lessor") and TOTAL INFORMATION
MANAGEMENT CORPORATION, a California corporation ("Lessee"), who agree as
follows:
1. Recitals. This extension of lease is made with reference to the
following facts and objectives:
a. Lessor and Lessee entered into a written lease dated January 26,
1981 ("the lease"), in which Lessor leased to Lessee, and Lessee leased
from Lessor, premises located in the City of Emeryville, County of Alameda,
California, consisting of approximately 16,025 square feet in the building
located at 0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX.
b. The term of the lease expires March 31, 1993.
c. The parties desire to extend the term of the lease for an
additional period of twelve (12) years.
2. Extension of Term. The term if the lease shall be extended for an
additional period of seven (7) years from and after April 1, 1993, so that the
term of the lease shall extend to and including March 31, 2000.
3. Monthly Rent. The monthly rent for the existing lease shall be
amended so that, effective November 1, 1992, the monthly rent shall be Five
Thousand Five Hundred ($6,000). The monthly rent effective at the commencement
of the extension term of the lease shall be Five Thousand Five Hundred ($6,000),
and shall be adjusted in accordance with the computations based upon the
Consumer Price Index, all Urban Consumers for the San Francisco/Oakland Bay
Area, based upon the 1967=100 (as revised) index, which is compiled and
published by the United States Department of Labor, Bureau of Labor Statistics
or any successor index thereto, with the first adjustment to become effective
April 1, 1996, the second adjustment to become effective April 1, 1999, and a
final adjustment to become effective April 1, 2002. The basic index figure used
as a basis for said adjustments shall be the last index published prior to
commencing the extension term of the lease (herein called the "base period"). On
each of the effective dates hereinabove set forth, the index figure for the
immediately preceding period shall be consulted and the monthly rental for the
remaining term of the lease shall be adjusted by an amount equal to the
percentage increase in the index figure in comparison with the index figure for
the base period, provided, however, any increase in the rent may be further
increased at the subsequent effective increase date. In no event shall the
rental increase be less than Five Hundred Dollars ($500.00) or more than
Seven Hundred Fifty Dollars ($750.00) per month for each rental increase date.
The following formula shall be used to determine the increase for the Consumer
Price Index:
A - B x 100 = % change
-----
B
A. = The latest published index role of the Consumer Price Index
for All Urban Consumers, published by the Bureau of Labor
Statistics for the San Francisco/Oakland area (1967=100 as
revised) (CPI).
B. = The CPI index rate for the period immediately preceding the
commencement of the extension term of the lease.
4. Effectiveness of Lease. Except as set forth in this extension of
lease, all the provisions of the lease shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Extension of
Lease, the date and year first above written.
LESSOR LESSEE
TRADER VIC'S FOOD PRODUCTS TOTAL INFORMATION
MANGEMENT CORPORATION
By: [ILLEGILBLE] By: /s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
By: -----------------------
By: /s/ Xxxxx X. Blue
---------------------------
Xxxxx X. Blue
XXXXX XXXXX AND o COMPANY COMMERCIAL AND INDUSTRIAL REAL ESTATE
Xxxxx 000 XXXXXXXXXX XXXXXX, XXX XXXXXXXXX, XXXXX. 00000, (000) 000-0000
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Parties This Lease, executed in duplicate this 26th day of January,
1981 by and between TRADER VIC'S FOOD PRODUCTS, a California
corporation,
and TOTAL INFORMATION MANAGEMENT CORPORATION, a California
corporation,
hereinafter called respectively Lessor and Lessee, without regard
to number or gender,
Use WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hires
from Lessor, for the purpose of conducting therein storage and
processing of information and related uses
Premises and for no other purpose, without the written consent of Lessor
first had and obtained those certain premises with the
appurtenances thereto, situated in the City of Emeryville, State
of California, and more particularly described as follows,
to-wit:
An approximately 16,025 square foot portion of that property
commonly knows as 0000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, as
outlined in red on attached Exhibit "A".
Term The term shall be for 12 years, commencing on the 1st day of
April, 1981, and ending on the 31st day of March, 1993, at a
rental payable in lawful money of the United States of America,
which Lessee agrees to pay Lessor, without deduction or offset,
at 0000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, or such place or
places as may be designated in writing from time to time by
Lessor, in advance, installments as follow:
The monthly rental upon commencing the lease shall be Four
Thousand Two Hundred Fifty Dollars, ($4,250.00) and shall be
adjusted in accordance with the computations based upon the
Consumer Price Index, all Urban Consumers for the San
Francisco/Oakland Bay Area, based upon the 1967=100 (as revised)
index, which is compiled and published by the United States
Department of Labor, Bureau of Labor Statistics or any successor
index thereto, with the first adjustment to become effective
April 1, 1984, the second adjustment to become effective April 1,
1987, and a final adjustment to become effective April 1, 1990.
The basic index figure used as a basis for said adjustments shall
be the last index published prior to commencing the lease (herein
called the "base period"). On each of the effective dates
hereinabove set forth, the index figure for the immediately
preceding period shall be consulted and the monthly rental for
the remaining term of the lease shall be adjusted by an amount
equal to the percentage increase in the index figure in
comparison with the index figure for the base period, provided,
however, any increase in the rent may be further increased at the
subsequent effective increase date. In on event shall the rental
increase be less than Five Hundred Dollars, ($500.00) for each
rental increase date. The following formula shall be used to
determine the increase for the Consumer Price Index:
A - B x 100 = % change
-----
B
A. = The latest published index role of the Consumer Price
Index for All Urban Consumers, published by the Bureau
of Labor Statistics for the San Francisco/Oakland area
(1967=100 as revised) (CPI)
B. = The CPI index rate for the period immediately
preceding the commencement of the lease term.
It is further mutually agreed between the parties as follows:
1. Subject to the provisions of Paragraph 35, Lessor
acknowledges receipt from Lessee of the sum of Five Thousand Five
Hundred Dollars ($5,500.00) as security for the full and faithful
performance of Lessee's obligations hereunder.
Delivery of 2. In the event of the inability of Lessor, for any reason
Possession whatsoever, to deliver possession of the premises at the time of
the commencement of the term of this lease, neither Lessor nor
Xxxxx Xxxxx & Co. shall be liable for any damage caused thereby,
nor shall this lease thereby become void or voidable, nor shall
the term herein specified be in any way extended, but in that
event there shall be no rental payable for the period between the
commencement of the said term and the time when Lessor can
deliver possession.
Uses Pro- 3. Lessee shall not allow any use to be made of the premises
hibited which will either increase present noise levels or unreasonably
affect traffic patterns. Lessee shall not use, or permit said
premises, or any part thereof, to be used for any purpose or
purposes other than the purpose or purposes for which the said
premises are hereby leased; and no use shall be made or permitted
to be made of the said premises, nor acts done, which will
increase the existing rate of insurance upon the building in
which said premises may be located, or cause a cancellation of
any insurance policy covering said building, or any part thereof,
nor shall Lessee sell, or permit to be kept, used, or sold, in or
about said premises, any articles which may be prohibited by the
standard form of fire insurance policies. Lessee shall, at his
sole cost and expense, comply with any and all requirements of
any insurance organization or company pertaining to said
premises, which requirements are necessary for the maintenance of
reasonable fire and public liability insurance, covering said
building and appurtenances.
Lessee shall not commit, or be committed, any waste upon
said premises, or any nuisance, or other act or thing which may
disturb the quiet enjoyment of any other tenant in the building
in which the demised premises may be located, or in any way
obstruct, interfere with, injure or annoy them, or do or permit
to be done anything in any way tending to disturb the occupants
of neighboring property or tending to injure the reputation or
appearance of the building.
Lessee shall not conduct or permit to be conducted any sale
by auction on or from said premises.
Alterations
Abandonment 5. Lessee shall not vacate or abandon the premises at any
time during the term; and if Lessee shall abandon, vacate or
surrender said premises, or be dispossessed by process of law, or
otherwise, any personal property belonging to Lessee and left on
the premises shall, at the option of Lessor, be deemed to be
abandoned.
Repairs 6. Lessee shall, at his sole cost, keep and maintain said
premises and appurtenances and every part thereof (excepting
exterior walls and roofs which Lessor agrees to repair),
including, without limitation, glazing, sidewalks adjacent to
said premises, plumbing, heating and sewer facilities, any store
front, and the interior of the premises, in good and sanitary
order, condition and repair, hereby waiving all right to make
repairs at the expense of Lessor. By entry hereunder, Lessee
accepts the premises as being in good and sanitary order,
condition and repair, and agrees on the last day of said term, or
sooner termination of this lease, to surrender unto Lessor all
and singular said premises with said appurtenances in the same
condition as when received, reasonable use and wear thereof and
damage by fire, act of God or by the elements excepted, and to
remove all of Lessee's signs from said premises.
Lessee shall have all passenger and/or freight elevators
now on or hereafter constructed upon the premises, and all
elevators, including sidewalk elevators, actually used by Lessee
in connection with the premises, whether on the premises or not,
regularly inspected, and shall keep the same in good running
order and in perfect repair and condition and keep same covered
during the term hereof by permit and license to operate by the
Industrial Accident Commission of the State of California, and by
any other public authority from which a license or permit is or
may be required, at the sole cost and expense of Lessee.
In the event that the provisions of any law, ordinance, or
rule now in force or hereafter enacted by Municipal, State, or
National Authority, requires, by reason of Lessee's use of the
premises, any alterations, additions, repairs or acts of any kind
to be done in connection with the premises or any part thereof,
the same shall be done at the sole cost and expense of Lessee.
Free from 7. Lessee shall keep the demised premises and the property
Liens on which the demised premises are located, free from any liens
arising out of any work performed, materials furnished, or
obligations incurred by Lessee.
Compliance 8. Lessee shall, at his sole cost and expense, comply with
with all of the requirements of all Municipal, State, and Federal
Govern- Authorities now in force, or which may hereafter be in force,
ment pertaining to the use of said premises, and shall faithfully
Regulations observe in the use of the premises all Municipal ordinances and
State and Federal Statutes now in force or which may hereafter be
in force. The judgment of any court of competent jurisdiction, or
the admission of Lessee in any action or proceeding against
Lessee, whether Lessor be a party thereto or not, that Lessee has
violated any such ordinance or statute in the use of the
premises, shall be conclusive of that fact between Lessor and
Lessee.
Hold 9. Lessee, as a material part of the consideration to be
Harmless rendered to Lessor, hereby waivers all claims against Lessor for
damages to goods, wares and merchandise, and all other personal
property in, upon or about said premises and for injuries to
persons in or about said premises, from any cause arising at any
time, and Lessee will save, defend, and hold Lessor exempt and
harmless from any damage or injury, occurring in, on, or about
the demised premises, to any person, or to the goods, wares, and
merchandise and all other personal property of any person arising
from any cause whatsoever.
Advertise- 10. Lessor reserves the exclusive right to the roof, and to
ments all exterior walls or parts of the premises, and access thereto,
and and the same are not covered by this lease, and Lessee agrees
Signs that no signs, advertisements or notices whatsoever shall be
inscribed, painted, affixed or displayed on, to or in any part of
the outside or inside, or on the roof of the premises, without
the written consent of Lessor. Any signs so placed on the
premises shall be so placed upon the understanding and agreement
that Lessee will remove same at the termination of the tenancy
herein created and repair any damage or injury to the premises
caused thereby, and if not so removed by Lessee then Lessor may
have same so removed at Lessee's expense.
Utilities 11. Lessee shall pay promptly, as the same may become due,
all bills for water, gas, heat, light, power, telephone service
and all other services supplied to the said premises, as more
fully set forth in paragraph 37 herof.
Entry by 12. Lessee shall permit Lessor and/or his agents to enter
Lessor into and upon said premises at all reasonable times for the
purpose of inspecting the same or for the purpose of maintaining
the building in which said premises are situated, or for the
purpose of making repairs, alterations or additions to any
portion of said building, including the erection and maintenance
of such scaffolding, canopies, fences and props as may be
required, or for the purpose of posting notices of
nonresponsibility, or for the purpose of placing upon the
property in which the said premises are located any usual or
ordinary "for sale" signs, without any rebate of rent and without
any liability to Lessee for any loss of occupancy or quiet
enjoyment of the premises thereby occasioned, and shall permit
Lessor and his agents, at any time within ninety days prior to
the expiration of this lease, to place upon said premises any
usual or ordinary "to let" or "to lease" signs and to exhibit the
premises to prospective tenants at reasonable hours.
Destruction 13. In the event of a partial destruction of the premises
of Premises during the said term, from any cause, other than ordinary wear
and tear, Lessor shall forthwith repair the same, provided such
repairs can be made within ninety (90) days under the then
existing laws and regulations. Such partial destruction shall in
no wise annul or void this lease, except that the Lessee shall be
entitled to a proportionate reduction of rent while such repairs
are being made, such reduction to be based upon the extent to
which the making of such repairs shall interfere with the
business carried on by the Lessee in the said premises. If such
repairs cannot be made within ninety (90) days, Lessor may, at
his option, make same within a reasonable time, this lease
continuing in full force and effect and the rent to be
proportionately reduced as aforesaid. In the event that Lessor
shall elect not to make such repairs which cannot be made within
ninety (90) days, Lessor shall give Lessee prompt written notice
of such election, and thereupon this lease may be terminated at
the option of either party by notice in writing to the other
within five (5) days after the giving or receiving of such
notice. In respect to any partial destruction which Lessor is
obligated to repair or may elect to repair under the terms of
this paragraph, the Provisions of Section 1932, Subdivision 2,
and of Section 1933, Subdivision 4, of the Civil Code of the
State of California are waived hereby by Lessee. In the event
that the building in which the demised premises are situated by
destroyed to the extent of not less that 33 1/3% of the
replacement cost thereof, Lessor may elect to terminate this
lease, whether the demised premises be injured or not. A total
destruction of the premises,
or of the building in which said premises are situated shall
terminate this lease. In the event of any dispute between
Lessor and Lessee relative to the provisions of this paragraph,
they shall each select an arbitrator, the two arbitrators so
selected shall select a third arbitrator, and the three
arbitrators so selected shall hear and determine the controversy,
and their decision thereon shall be final and binding upon both
Lessor and Lessee, who shall bear the cost of such arbitration
equally between them.
Asssignment 14. Lessee shall not assign this lease, or any interest
and therein, and shall not sublet the said premises or any part
Subletting thereof, or any right or privilege appurtenant thereto, or permit
or suffer any other person (the agents and servants of Lessee
excepted) to occupy or use the said premises, or any portion
thereof, without the written consent of Lessor first had and
obtained, which consent shall not be unreasonably withheld, and
consent to one assignment, subletting, occupation or use by any
other person, shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another
person. Any such assignment, subletting, occupation or use
without such consent shall be void, and shall at the option of
Lessor, terminate this lease. Any and all amounts over the then
prevailing rent received in connection with any assignment or
sublease shall be paid to Lessor.
Insolvency or 15. The appointment of a receiver (except a receiver
Bankruptcy contemplated by paragraph 19 hereof) to take possession of all or
substantially all of the assets of Lesee or of the operations of
Lessee in the demised premises, or a general assignment by Lessee
for the benefit of creditors, of the filing of proceedings in
insolvency or bankruptcy by or against Lessee shall at the option
of Lessor constitute a repudiation of this lease by Lessee, such
option to be exercised by Lessor within thirty (30) days from
receipt of actual notice of any of the aforesaid events, and
should such option be exercised, Lessee shall forthwith pay to
Lessor the amount, if any, by which the remainder of the rent
reserved hereunder exceeds the then reasonable value of the
remainder of the term of this lease.
Default 16. In the event of any breach of this lease by Lessee, the
Lessor shall have, in addition to any other rights or remedies,
those rights and remedies provided by Section 1951.2 and Section
1951.4 of the Civil Code of the State of California. This lease
shall not terminate, even though Lessee has breached this lease
and abandoned the property, unless Lessor notifies Lessee in
writing that this lease and Lessee's right of possession are
terminated, the right to terminate Lessee's right to possession
of the premises by any lawful means, in addition to ???????????
Any breach of the agreements and covenants in this lease
shall be a default under this lease and shall give Lessor the
rights and remedies as set forth in this paragraph. In addition,
the following acts or occurrences shall constitute a default
under this lease and give Lessor the rights set forth in this
paragraph. If Lessee, or if Lessee be a partnership, then if
Lessee or any member of such partnership shall file any petition
or institute any proceeding under the bankruptcy act, either as
such act now exists or under any amendment thereof which may
hereafter be enacted, or under any other act or acts, state or
federal, dealing with or relating to the subject of bankruptcy or
insolvency, or under any such amendment of any such act or acts,
either as a bankrupt, or as an insolvent, or as a debtor, or in
any similar capacity, or if any such petition or any such
proceeding of the same or similar kind or character be filed or
be instituted or taken against Lessee, or if Lessee be a
partnership, against Lessee or any member of the partnership, or
if any receiver of the business or of the property or assets of
the Lessee shall be appointed by any court except a receiver
appointed at the instance or request of Lessor, or if the Lessee
shall make a general or any assignment for the benefit of his
creditors, or if the Lessee shall abandon or vacate the premises,
or if the Lessee shall otherwise, in any manner whatever, become
unable to pay the rent herein specified or to perform any of the
terms, covenants or conditions herein by him to be kept or
performed.
Unless the aforementioned election to terminate is made by
Lessor, the Lessor shall retain all rights and remedies under the
lease, including the right to recover rent as it may become due
under the lease and Lessee shall be liable for all attorneys'
fees and costs incurred by Lessor by reason of Lessee's breach.
In no event shall the following actions by Lessor or its agents,
either before or after any abandonment of the premises by Lessee,
constitute a termination of this lease:
1. Acts of maintenance or preservation or efforts to relet
the property.
2. Appointment of a receiver upon initiative of the Lessor
to protect Lessor's interest under the lease.
3. The consenting to any subletting of the premises or
assignment of this lease by Lessee pursuant to Paragraph 14.
4. The removal from the premises of any or all equipment,
fixtures and personal property thereon or therein in order to
facilitate the reletting of the premises.
Upon termination of this lease, Lessor shall have, without
liability to Lessee, the immediate right to reenter the premises,
remove all persons and properties therefrom and to place such
properties in storage for the account of and at the expense of
Lessee. Upon such removal, Lessor shall notify Lessee that such
property has been placed in storage and that in the event that
Lessee does not pay the cost of storing such property, Lessor may
sell any or all of such property, at private or public sale, at
any time the storage charges are ninety days delinquent. Such
sale may be in such manner and at such times and places as
Lessor, in his sole discretion, may deem proper without notice to
Lessee or any demand upon Lessee for the payment of any part of
such charges or the removal of any such property and shall apply
the proceeds of such sale first, to the cost and expenses of such
sale, including reasonable attorneys' fees actually incurred;
second, to the payment of the costs of or charges for storing any
such property; third, to the payment of any other sums of money
which may be then or thereafter due to the Lessor from the Lessee
under the terms of this lease; fourth, the balance, if any, to
Lessee.
If Lessor terminates this lease, Lessee shall pay to Lessor
and be liable for:
1. All rents and other charges due and unpaid at the
time of termination, together with interest thereon accrued
from the date each such sum became due at the rate of ten
percent (10%) per annum; and
2. All rents and other charges which become due between
the time of termination and the time of award (as
hereinafter defined), less any rents and other charges that
Lessee proves: (i) Lessor has actually received from
reletting the premises, or (ii) Lessor could have obtained
in reletting the premises by acting reasonably in the
circumstances then prevailing, together with interest
thereon accrued from the date each such sum became due at
the rate of ten percent (10%) per annum; and
3. The difference, if any, between (A) all rents and
other charges for the balance of the term of this lease, and
(B) any rents and other charges that Lessee proves: (i)
Lessor will receive by reason of the reletting of the
premises, or (ii) Lessor could obtain in reletting the
premises by acting reasonably in the circumstances then
prevailing, which difference shall be discounted to present
value at the time of award at the discount rate of the
Federal Reserve Bank of San Francisco in effect at the time
of award plus one percent (1%); and
4. All costs, expenses and losses Lessor incurs by
reason of Lessee's breach of this lease, including, without
limitation, the following: (i) all expenses for repairing or
restoring the premises, (ii) all expenses for altering,
remodeling, or otherwise improving the premises for the
purposes of reletting, (iii) all brokers' fees, advertising
costs and other expenses of reletting the premises, (iv) all
expenses in retaking possession of the premises, and
(v) reasonable attorneys' fees and court costs; and
5. As used in subparagraph B hereof, the term "time of
award" shall mean the time of entry of a judgment or award
against Lessee in an action or proceeding arising out of
Lessee's breach of this lease.
Notwithstanding that Lessor elects, after a breach of this
lease by Lessee, to continue this lease in full force and effect,
Lessor may at any time thereafter elect to terminate this lease
for such breach or any other breach.
Lessee hereby waives all claim for damages that may be
caused by Lessor's re-entering and taking possession of the
premises or removing and storing furniture and property, as
herein provided, and will save Lessor harmless from loss, costs
or damages occasioned Lessor thereby, and no such re-entry shall
be considered or construed to be a forcible entry as the same is
defined in the Code of Civil Procedure of the State of
California.
The rights, privileges, elections and remedies of Lessor in
this Paragraph 16 are cumulative and not alternative.
Surrender 17. The voluntary or other surrender of this lease by
of Lease Lessee, ora mutual cancellation thereof, shall not work a merger,
and shall, at the option of Lessor, terminate all or any existing
subleases or subtenancies, or may, at the option of Lessor,
operate as an assignment to him of any or all such subleases or
subtenancies.
Attorney's 18. In case either party shall bring suit, declaratory or
Fees otherwise, to enforce or interpret the terms of this lease, the
prevailing party shall be entitled to a reasonable attorney's fee
which shall be determined by the court and taxed as part of the
cost of such action.
Receiver 19. If a receiver be appointed at the instance of the Lessor
on Behalf in any action arising under this lease, or otherwise, to take
of Lessor possession of said premises and/or to collect the rents and
profits derived therefrom, the receiver may, if it be necessary
or convenient in order to collect such rents and profits, conduct
the business of the Lessee then being carried on in said
premises, and may take possession of any personal property
belonging to the Lessee and used in the conduct of such business,
and may use the same in conducting such business on the premises,
without compensation to the Lessee for such use. Neither the
application for the appointment of a receiver nor the appointment
of a receiver shall be construed as an election on Lessor's part
to terminate this lease unless a written notice of such intention
is given to the Lessee.
Notices 20. All notices to be given to Lessee may be given in
writing personally or by depositing the same in the United States
mail, postage prepaid, and addressed to Lessee at the said
premises,whether or not Lessee has departed from, abandoned or
vacated the premises.
Waiver 21. The waiver by Lessor of any breach of any term, covenant
or condition herein contained shall not be deemed to be a waiver
of such term, covenant or condition or any subsequent breach of
the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent hereunder by Lessor
shall not be deemed to be a waiver of any preceding breach by
Lessee of any term, covenant or condition of this lease, other
the n the failure of Lessee to pay the particular rental so
accepted, regardless of Lessor's knowledge of such preceding
breach at the time of acceptance of such rent.
Holding 22. Any holding over after the expiration of the said term,
Over with the consent of the Lessor, shall be construed to be a
tenancy from month to month, and shall otherwise be on the terms
and conditions herein specified, so far as applicable.
Successors 23. The covenants and conditions herein contained shall,
and Assigns subject to the provision as to assignment, apply to an bind the
heirs, successors, executors, administrators and assigns of all
of the parties hereto; and all of the parties hereto shall be
jointly and severally liable hereunder.
Time 24. Time is of the essence of this lease.
Marginal 25. The marginal captions of the Lease are for convenience
Captions only and shall not be deemed in any manner to limit, construe or
interpret the terms and provisions hereof.
See attached paragraphs 26-40 the terms of which are incorporated herein by
reference as if fully set forth.
IN WITNESS WHEREOF, Lessor and Lessee have executed these presents, the date and
year first above written.
LESSOR LESSEE
TRADER VIC'S FOOD PRODUCTS, TOTAL INFORMATION MANAGEMENT
CORPORATION
By:
Xxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx, III By:
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Xxxxxx X. Xxxxxxxx, III Xxxxx X. Blue
