RETENTION, SEPARATION AND RELEASE AGREEMENT
This
Retention, Separation and Release Agreement (“Agreement”) is entered into as of
this 4th day of November, 2005, between Matrix Bancorp, Inc. (the ‘Company”),
Matrix Capital Bank (the “Bank”), Matrix Bancorp Trading, Inc., First Matrix
Investment Services Corp., First Matrix, LLC, ABS School Services, LLC, Matrix
Financial Services Corporation, Matrix Funding Corp., MTXC Realty Corp.,
Sterling Trust Company (“Sterling”), The Vintage Group, Inc., Vintage Delaware
Holdings, Inc., EquiMor Holdings, Inc., MSCS Ventures, Inc., Charter Facilities
Funding, LLC, Charter Facilities Funding III LLC and Community Development
Funding I, LLC (collectively, the “Employers”) and Xxxxx X. Xxxxx (the
“Employee”).
RECITALS
WHEREAS,
as of
the date hereof, the Company has commenced a private placement offering of
its
common stock (the “Offering”), the proceeds of which are to be used to fund an
issuer tender offer, in which certain members of the Company’s current senior
management have agreed to tender all of their shares of common stock and resign
upon completion of the Offering;
WHEREAS,
the
Company and Employee have agreed and desire to memorialize that, in
consideration for Employee agreeing to cancel and terminate his existing Change
of Control Agreement with the Company, dated as of October 28, 2003 (the “Change
of Control Agreement”), Employee shall receive a payment from the Company upon
closing of the Offering;
WHEREAS,
the
Company’s proposed new management team has requested that Employee remain with
the Employers in his current position, performing his current duties and
responsibilities, and at his current base salary through June 30, 2006 in order
to ensure for a smooth transition; and
WHEREAS,
the
Employers and the Employee desire to set forth the terms upon which Employee
will remain with Employers and the terms of Employee’s separation from
employment with Employers thereafter.
NOW,
THEREFORE,
in
consideration of the mutual promises and the terms and conditions set forth
below and other obligations under this Agreement, the Employers and the Employee
(collectively referred to as the “‘Parties”) hereby agree as
follows:
AGREEMENT
1. Effectiveness
of Agreement.
This
Agreement is effective as of the date first set forth above; provided, however,
to the extent the Offering is not consummated, this Agreement shall be null
and
void and of no further effect.
2. Payments
to Employee; Benefit Participation.
(a) Subject
to Section 2(e) hereof, in consideration for Employee’s agreement to cancel and
terminate his Change of Control Agreement with the Company, the Company agrees
to provide Employee with a payment of seven hundred sixty five thousand dollars
($765,000) upon the closing of the Offering. Upon such payment, Employee’s
Change of Control Agreement shall be terminated and be of no further
effect.
(b) Subject
to Section 2(e) hereof, at the close of business on each of March 31, 2006
and
June 30, 2006, the Employee shall receive from the Company a retention payment
amounting to eighty one thousand two hundred fifty dollars ($81,250.00), less
any applicable income and employment taxes required to be withheld therefrom
pursuant to Section 14 hereof (the “Retention Payment”). The Retention Payment
shall be in addition to Employee’s current base salary as in effect on the date
hereof, which shall continue to be paid, less any applicable income and
employment taxes required to be withheld therefrom pursuant to Section 14
hereof. The payments to be provided hereunder shall be subject to Employees
performance of his current duties and responsibilities (subject to oversight,
direction and management by the Company’s new management) through June 30, 2006.
Employers agree that provided that Employee satisfactorily performs his duties
and responsibilities, it is the Employers’ intention to employ Employee through
June 30, 2006. In the event of a dispute between the Employers and the Employee
over whether Employee has properly performed his duties and responsibilities
hereunder, the Compensation Committee shall consider whether Employee's
performance was in accordance with the known published policies and procedures
of Employers, and shall determine whether to withhold payments due to Employee
hereunder, in whole or in part. To the extent that Employee disagrees with
the
decision of the Compensation Committee, Employee may utilize the dispute
resolution procedures provided for in this Agreement.
(c) Employee
shall continue to receive his usual and customary board fees for attending
meetings of the board of directors of the Bank and Sterling for so long as
he
shall remain a member of such boards of directors.
(d) Until
the
Termination Date, Employee shall continue to participate in such benefits that
are offered by the Employers generally to all employees.
(e) (i) Notwithstanding
anything herein to the contrary, the payments to be made by Employers pursuant
to this Section 2, as well as the payments to be made pursuant to a Stock Option
Cancellation Agreement between the Company and Employee shall not exceed, in
the
aggregate, the safe harbor amounts set forth under Section 280G of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.
(ii)
For
purposes of this Section 2(e), in the event there is any disagreement between
Employee and the Employers as to whether one or more payments to which Employee
becomes entitled hereunder constitute “parachute payments” under Section 280G of
the Code or as to whether the aggregate of such payments constitute “excess
parachute payments” under the Code, such dispute will be resolved as
follows:
(x) In
the
event temporary, proposed or final regulations in effect at the time under
Section 280G of the Code (or applicable judicial decisions) specifically address
the status of any such payment or the method of valuation therefor, the
characterization afforded to such payment by the regulations (or such decisions)
will, together with the applicable valuation methodology, be
controlling.
2
(y) In
the
event regulations (or applicable judicial decisions) do not address the status
of any payment in dispute, the matter will be submitted for resolution to a
nationally-recognized independent accounting firm mutually acceptable to
Employee and the Employers (“Independent Accountant”). The resolution reached by
the Independent Accountant will be final and controlling; provided, however,
that if in the judgment of the Independent Accountant, the status of the payment
in dispute can be resolved through the obtainment of a private letter ruling
from the Internal Revenue Service, a formal and proper request for such ruling
will be prepared and submitted, and the determination made by the Internal
Revenue Service in the issued ruling will be controlling. Employee shall share
equally in the expenses incurred in connection with the retention of the
Independent Accountant and (if applicable) the preparation and submission of
the
ruling request until Employee shall have expended $5,000 and, thereafter, any
additional expenses shall be borne solely by the Employers.
3. Termination
of Employment Relationships.
Subject
to Section 17 hereof, the employment relationships between the Employee and
the
Employers shall terminate on June 30, 2006 (the “Termination Date”). Effective
as of the Termination Date, the Employee agrees to resign all officer and
employee positions (including all responsibilities attendant thereto) with
each
of the Employers, his membership on all Boards of Directors and Committees
of
each of the Employers and his positions as trustee or administrator with respect
to any statutory business trusts formed by the Company.
4. Benefits.
(a) For
a period of twelve (12) months
from the Termination Date, which Termination Date shall be the “qualifying
event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), the Employee shall have the right to continue coverage under
the Company’s medical and dental insurance programs as provided by COBRA, which
coverage shall be provided at the Company’s expense.
(b) Except
as
set forth in this Section 4 and as required by applicable law, the Employee
shall not be entitled to participate in any benefit plans or programs provided
to employees of the Employers following the Termination Date.
5. No
Other Payments Due.
Except
as provided in Section 2 and Section 4 hereof, the Employee shall not be
entitled to any payments or other benefits following the Termination Date.
The
Employee further acknowledges that, subject to the above-referenced exceptions,
there is no other compensation arising out of or as a result of his employment
by the Employers.
6. Release
and Indemnification.
(a) In
consideration of the above, the sufficiency of which the Employee hereby
acknowledges, the Employee, as of the Termination Date, on behalf of the
Employee and the Employee’s heirs, executors and assigns, agrees to release and
forever discharge the Employers and each of the Employers’ shareholders,
parents, affiliates, subsidiaries, divisions, any and all current and former
directors, officers, employees, agents, and contractors and their heirs and
assigns, and any and all employee pension benefit or welfare benefit plans
of
the Employers, including current and former trustees and administrators of
such
employee pension benefit and welfare benefit plans (the “Released Parties”),
from all claims, charges, or demands, in law or in equity, whether known or
unknown, which may have existed or which may now exist from the beginning of
time to the date of this Agreement, including, without limitation, any claims
the Employee may have arising from or relating to the Employee’s employment
relationships or termination from such relationships with the Employers,
including a release of any rights or claims the Employee may have under Title
VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of
1991 (which prohibit discrimination in employment based upon race, color, sex,
religion and national origin); the Age Discrimination in Employment Act; the
Americans with Disabilities Act of 1990, as amended, and the Rehabilitation
Act
of 1973 (which prohibit discrimination based upon disability); the Family and
Medical Leave Act of 1993 (which prohibits discrimination based on requesting
or
taking a family or medical leave); Section
1981 of the Civil Rights Act of 1866 (which prohibits discrimination based
upon
race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits
conspiracies to discriminate); the National Labor Relations Act; the Colorado
Labor Peace Act; the Employee Retirement Income Security Act of 1974, as amended
(other than any accrued benefit(s) to which the Employee has a non-forfeitable
right under any pension benefit plan)(which prohibits discrimination with regard
to benefits); the Worker Adjustment and Retraining Notification Act; the
Colorado Anti-Discrimination Act; the Fair Labor Standards Act; the Colorado
Wage Claim Act; and
any
other federal, state or local laws against discrimination; or any other U.S.
federal, state, or local statute, or common law relating to employment, wages,
hours, or any other terms and conditions of employment. The release provided
for
herein includes a release by the Employee of any claims for wrongful discharge,
breach of contract, torts or any other claims in any way related to the
Employee’s employment relationships with or resignation or termination from each
of the Employers. The
Employee understands that this is a general waiver and release of all claims,
known or unknown, that the Employee may have against the Released Parties based
on any act, omission, matter, cause or thing that occurred through the date
the
Employee signs this Agreement.
This
release does not release the Employers from any obligations due to the Employee
under this Agreement, or from any rights, claims or coverages to which Employee
may be entitled in respect of or under any former, current or future insurance
policies of the Employers and their affiliates; provided, however, that Employee
specifically agrees to waive all rights, claims and coverages to which Employee
may be entitled under the Bank Owned Life Insurance and/or Company Owned Life
Insurance policies.
3
(b)
In
consideration of the above, the sufficiency of which the Employers hereby
acknowledge, as of the Termination Date, the Employers and their successors
and
assigns agree to release and forever discharge the Employee and the Employee’s
heirs, executors and assigns, from all claims, charges, or demands, in law
or in
equity, whether known or unknown, which may have existed or which may now exist
from the beginning of their period of employment with the Employers to the
Termination Date, except for breaches regarding disclosure of confidential
information or for conduct involving theft, fraud or embezzlement.
(c) It
is a
condition hereof, and it is the Parties’ intention in the execution of the
general release in this Section 6, that the same shall be effective as a bar
to
each and every claim hereinabove specified.
(d) Through
the Termination Date and from and after the Termination Date, the Employers
shall indemnify and hold harmless the Employee against any costs or expenses
(including reasonable attorney’s fees), judgments, fines, losses, claims,
damages or liabilities incurred in connection with any claim, action, suit,
proceeding or investigation, arising out of matters existing or occurring at
or
prior to the Termination Date, whether asserted or claimed prior to, at or
after
the Termination Date, arising in whole or in part out of or pertaining to the
fact that he was a director, officer, manager, trustee, administrator or
employee of the Employers, any affiliate thereof or of the Employers’ 401(k)
Plan, to the fullest extent which such Employee would be entitled under the
Amended and Restated Articles of Incorporation and
Bylaws (or similar charter or other organizational documents) of the Employers
or any such affiliate thereof, and the corporate laws of the respective
jurisdictions of the Employers and such affiliates thereof as in effect on
the
date hereof.
4
7. No
Admission.
This
Agreement is not an admission by either the Employee or the Employers of any
wrongdoing or liability.
8. No
Authority to Bind the Employers.
As of
the Termination Date, neither the Employee, nor any partner, agent or employee
of the Employee, has authority to enter into any contracts that bind one or
more
of the Employers or create obligations on the part of any of the
Employers.
9. Non-Disparagement.
As of
the Termination Date, the Employee agrees not to make any oral or written
statements or otherwise engage in any act that is intended or may reasonably
be
expected to harm the reputation, business, prospects or operations of the
Employers or any of their respective directors or executive officers or any
persons related to the foregoing. As of the Termination Date, the Employers
further agree not to, and to use their reasonable best efforts to ensure that
their directors and executive officers will not, make any oral or written
statements to employees of the Company or other outside individuals or otherwise
engage in any act which is intended or may reasonably be expected to harm the
reputation, business or prospects of the Employee.
10. Confidentiality;
No Solicitation.
(a) The
Employee recognizes and acknowledges that the Employers’ and their affiliates’
trade secrets and confidential or proprietary information, are valuable, special
and unique assets of their respective
businesses. For purposes of this Agreement, a trade secret or confidential
or
proprietary information shall mean and include information treated as
confidential or as a trade secret by the Employers or their affiliates,
including but not limited to information regarding contemplated products,
business and financial methods or practices, marketing techniques, customers,
vendors, suppliers, trade secrets, training programs, manuals or materials,
technical information, contracts, systems, procedures, mailing lists, know-how,
trade names, improvements, pricing, price lists, or other data, business plans,
litigation, regulatory investigations, strategy, code books, invoices and other
financial statements, computer programs, software systems, databases, discs
and
printouts, other plans (technical or otherwise), customer and industry lists,
supplier lists, correspondence, internal reports, personnel files, employee
compensation, sales and advertising material which is or was used in the
business of the Employers or their affiliates.
(b)
As
of the
Termination Date, the Employee will not, in whole or in part, disclose such
trade secrets or confidential or proprietary information to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
or make use of any such property for his own purposes or for the benefit of
any
person, firm, corporation or other entity (except the Employers) under any
circumstances unless compelled to do so by applicable law. The Employee’s
obligation under this Section shall not apply to any information that is
generally available to the public, hereafter becomes available to the public
without the fault of the Employee or is considered to be generic industry
practice. The Employee agrees and acknowledges that all of such information,
in
any form, and copies and extracts thereof, are and shall remain the sole and
exclusive property of the Employers and the Employee shall return to the
Employers the originals and all copies of any such information provided to
or
acquired by the Employee in connection with the performance of his duties for
the Employers, and shall return to the Employers all files, correspondence
and/or other communications received, maintained and/or originated by the
Employee during the course of his relationship with the Employers, and no copy
of any such information shall be retained by him.
5
(c)
The
Employee acknowledges that the agreements and covenants contained in this
Section are essential to protect the value of the Employers’ respective
businesses and assets and by virtue of his relationship with the Employers,
the
Employee has obtained knowledge, contacts, know-how, training, experience and
other information relating to the Employers’ business operations, and there is a
substantial probability that such knowledge, know-how, negative know-how,
contacts, training, experience and information could be used to the substantial
advantage of a competitor of the Employers and to the Employers’ substantial
detriment. Accordingly, the Employee agrees that for a period of twelve (12)
months from the Termination Date, the Employee will not directly or indirectly,
by or for himself, or as the agent of another:
(i) In
any
way solicit, induce or hire or attempt to solicit, induce or hire any employee,
officer, representative, consultant, or other agent of the Employers or any
of
their affiliates (whether such person is presently employed by the Employers
or
any such affiliate or may hereinafter be so employed), to leave the employ
of
the Employers or any such affiliate or otherwise interfere with the employment
or business relationship between any such person and the Employers;
(ii) In
any
way solicit, induce or hire or attempt to solicit, induce or hire any former
employee, officer, representative, consultant or other agent of the Employers
or
any of their affiliates, except for any employee, officer, representative,
consultant or agent who is terminated by the Employers or any of their
affiliates for other than cause; or otherwise interfere with the employment
or
business relationship between any such person and the Employers; or
(iii) In
any
way solicit or attempt to divert any clients or customers of the Employers
or
any of their affiliates as of or prior to the Termination Date for the purpose
of obtaining an economic benefit. Employee warrants that these provisions will
not unreasonably interfere with Employee’s ability to earn a living or to pursue
Employee’s occupation after the Termination Date.
(d) It
is the
desire and intent of the Parties that the provisions of this Section shall
be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if
any
particular portion of this Section shall be adjudicated to be invalid or
unenforceable, this Section shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply
only with respect to the operation of this Section in the particular
jurisdiction in which such adjudication is made.
(e)
If
there
is a breach or threatened breach of the provisions of this Section, the
Employers or their affiliates shall be entitled to an injunction restraining
the
Employee from such breach. Nothing herein shall be construed as prohibiting
the
Employers from pursuing any other remedies for such breach.
6
11. Return
of Property.
Not
later than the Termination Date, the Employee shall return all the Employers’
property in the Employee’s possession, including, but not limited to, the
Employers’ keys, credit cards, computer software and peripherals and originals
or copies of books, records, or other information pertaining to the Employers’
businesses, including any Employer information regarding Employers on Employee’s
personal computers.
12. Cooperation
in Legal and Other Matters.
After
the Termination Date, the Employee shall, at the request of the Employers,
reasonably assist and cooperate with the Employers in the defense and/or
investigation of any third party claim or any investigation or proceeding,
whether actual or threatened, including, without limitation, participating
as a
witness in any litigation, arbitration, hearing or other proceeding between
the
Employers and a third party or any government body. The Employers shall
reimburse the Employee for all reasonable expenses incurred by him in connection
with such assistance including, without limitation, travel
expenses.
13. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Colorado, without reference to the principles of conflict of
laws.
14. Taxes.
All
payments to be made hereunder shall be net of all applicable income and
employment taxes required to be withheld therefrom.
15. Complete
Agreement; Amendments.
This
Agreement represents the complete agreement between the Employee and the
Employers concerning the subject matter in this Agreement and supersedes all
prior agreements or understandings, written or oral, including without
limitation the terms of any and all prior employment agreements. In executing
this Agreement, none of the Parties has relied or is relying on any
representation with respect to the subject matter of this Agreement or any
representation inducing the execution of this Agreement except those
representations as are expressly set forth in this Agreement, and the Parties
acknowledge that each has relied on their own judgment in entering into this
Agreement. This Agreement may not be amended or modified otherwise than by
a
written agreement executed by the parties hereto or their respective successors
and legal representatives.
16. Severability.
Each of
the sections contained in this Agreement shall be enforceable independently
of
every other section in this Agreement, and the invalidity or nonenforceability
of any section shall not invalidate or render unenforceable any other section
contained in this Agreement.
17. Age
Discrimination.
Pursuant to the Older Workers Benefit Protection Act, the Parties acknowledge
and agree that (i) the Employee has twenty-one (21) days from his receipt of
this Agreement in which to consider the terms of this Agreement (including,
without limitation, each party’s release and waiver of any and all claims under
the Age Discrimination in Employment Act) before executing it, (ii) changes
to
the terms of this Agreement, whether material or immaterial, will not restart
this twenty-one (21) day period, (iii) Employee will have seven (7) days after
his execution of this Agreement in which to revoke this Agreement, in which
event a written notice of revocation must be received by the Company on or
before the seventh day, and (iv) this Agreement will not become effective and
enforceable until the seven (7) day revocation period has expired without
revocation of the Agreement by the Employee. If you choose to sign the Agreement
before the end of the twenty-one (21) day period referenced in the prior
sentence, you certify that you did so voluntarily for your own benefit and
not
because of coercion.
7
18. Counterparts.
This
Agreement may be executed in counterparts, and each counterpart shall have
the
same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.
19. Arbitration.
Before
beginning the binding arbitration mechanism set forth in this Section 19, the
Parties shall first participate in mediation of any dispute arising under this
Agreement. The mediator shall be chosen by the Parties, or, if the parties
cannot agree, by the American Arbitration Association. At least ten (10) days
before the mediation, each side shall provide the mediator with a statement
of
its position and copies of all supporting documents. Each party shall send
to
the mediation, a person who has authority to bind the party. Once the Parties
have participated in the mediation, and in the event the dispute between the
Parties has not been settled, either Party may invoke the binding arbitration
provisions in this Section 19.
Each
of
the Parties to this Agreement hereby voluntarily and knowingly waives any and
all rights to civil trial by jury as to any dispute or claim arising out of
or
relating to this Agreement, except when temporary or preliminary injunctive
relief is necessary as a result of a breach or threatened breach of Section
10
above or other situation where injunctive relief is necessary in order to
prevent irreparable harm, either party may seek injunctive relief from a court
of competent jurisdiction in the county of Denver, in the State of Colorado
and
the parties consent to personal jurisdiction in such court. Each of the Parties
further agrees that any such dispute or claim will be exclusively and finally
settled by binding arbitration in accordance with the rules of the American
Arbitration Association by one arbitrator appointed in accordance with said
rules. The exclusive venue for any such arbitration shall be the county of
Denver, in the State of Colorado. The arbitrator shall apply Colorado law,
without reference to rules of conflicts of law or rules of statutory
arbitration, to the resolution of any dispute. Judgment on any award rendered
by
the arbitrator may be entered in any court having jurisdiction
thereof.
The
decision of the arbitrator shall be binding upon the Parties. The Employers
shall bear the fees of the arbitrator and the fee of the American Arbitration
Association. Other costs and attorneys’ fees will be borne by the party that
incurs them. The arbitrator shall award the prevailing party reasonable attorney
fees and costs in such proportion as the arbitrator decides. Notwithstanding
anything to the contrary, either party may no more than 90 nor less than 30
days
before the arbitration, serve a discovery request seeking any document that
would be discoverable in civil litigation. Responses to such requests shall
be
due 20 days after service. Thereafter, each party shall be allowed to take
three
(3) depositions of no more than four (4) hours each. The arbitrator may resolve
any discovery disputes as they would be resolved in civil
litigation.
20. Notices.
All
notices, requests, claims, demands or other communications hereunder shall
be in
writing and shall be deemed given when delivered personally, upon receipt of
a
transmission confirmation if sent by telecopy or like transmission and on the
next business day when sent by a reputable overnight carrier service to the
Parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
8
If
to the
Employers:
Matrix
Bancorp, Inc.
000
00xx
Xxxxxx,
Xxxxx 0000
Xxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Secretary
Fax:
(000) 000-0000
With
a
copy to:
Xxxxxx
Xxxxx LLP
0000
X
Xxxxxx, XX
Xxxxxxxxxx,
XX 00000
Attention: Xxxxxx
X.
Xxxxx, Esq.
Xxxxxxx
X. Xxxx, Esq.
Fax:
(000) 000-0000
If
to the
Employee:
Xxxxx
X.
Xxxxx
0000
Xxxxxxxx Xxxx
Xxxxxxxxx,
XX 00000
21. Press
Releases.
The
Parties shall consult with each other before issuing any press release with
respect to the subject matter of this Agreement and shall not issue any such
press release or make any such public statements without the prior consent
of
the other Parties, which shall not be unreasonably withheld; provided, however,
that the Company may, without the prior consent of the Employee (but after
consultation, to the extent practicable under the circumstances), issue such
press release or make such public statements as may be required by law or the
rules and regulations of the Nasdaq Stock Market.
22. Voluntary
Execution of Agreement.
This
Agreement is executed voluntarily and without any duress or undue influence
on
the part or on behalf of the parties hereto, with the full intent of releasing
all claims. Each party acknowledges that (i) they have been advised by the
other
to consult an attorney regarding any potential claims as well as the terms
and
conditions of this Agreement before executing it, (ii) they have read the
Agreement and they fully understand the terms of this Agreement including,
without limitation, the significance and consequences of the general release
in
Section 6 hereof, (iii) they are executing this Agreement in exchange for
consideration in addition to anything of value to which they are entitled,
and
(iv) they are fully satisfied with the terms of this Agreement and are executing
this Agreement voluntarily, knowingly and willingly and without
duress.
9
[Signature
Page Follows]
10
The
parties to this Agreement have executed this Agreement as of the day and first
written above.
|
MATRIX
BANCORP, INC.
By: /s/
D. XXXX
XXXXXXX
Name:
D. Xxxx Xxxxxxx
Title:
President
MATRIX
CAPITAL BANK
By: /s/
D. XXXX
XXXXXXX
Name:
D. Xxxx Xxxxxxx
Title:
President
MATRIX
BANCORP TRADING, INC.
By: /s/
T. XXXXX
XXXXXXXXX
Name:
T. Xxxxx XxXxxxxxx
Title:
Secretary
FIRST
MATRIX INVESTMENT SERVICES CORP.
By: /s/
XXXXX
XXXX
Name:
Xxxxx Xxxx
Title:
President
FIRST
MATRIX, LLC
By: /s/
XXXXX
XXXX
Name:
Xxxxx Xxxx
Title:
President
ABS
SCHOOL SERVICES, LLC
By: /s/
D. XXXX
XXXXXXX
Name:
D. Xxxx Xxxxxxx
Title:
Chief Executive Officer
MATRIX
FINANCIAL SERVICES CORPORATION
By: /s/
XXXXXXX
XXXXXX
Name:
Xxxxxxx Xxxxxx
Title:
President
|
11
|
MATRIX
FUNDING CORP.
By: /s/
XXXXXXX X.
XXXXXXX
Name:
Xxxxxxx X. Xxxxxxx
Title:
President
MTXC
REALTY CORP.
By: /s/
XXXXXXX X.
XXXXXXX
Name:
Xxxxxxx X. Xxxxxxx
Title:
President
STERLING
TRUST COMPANY
By: /s/
XXXX
XXXXXXX
Name:
Xxxx Xxxxxxx
Title:
President
THE
VINTAGE GROUP, INC.
By: /s/
XXXX
XXXXXXX
Name:
Xxxx Xxxxxxx
Title:
President
VINTAGE
DELAWARE HOLDINGS, INC.
By: /s/
XXXXX X.
XXXXX
Name:
Xxxxx X. Xxxxx
Title:
President
EQUIMOR
HOLDINGS, INC.
By: /s/
D. XXXX
XXXXXXX
Name:
D. Xxxx Xxxxxxx
Title:
President
MSCS
VENTURES, INC.
By: /s/
T. XXXXX
XXXXXXXXX
Name:
T. Xxxxx XxXxxxxxx
Title:
Secretary
|
12
|
CHARTER
FACILITIES FUNDING, LLC
By: /s/
XXXXX
XXXX
Name:
Xxxxx Xxxx
Title:
Manager
CHARTER
FACILITIES FUNDING III, LLC
By: /s/
XXXXX
XXXX
Name:
Xxxxx Xxxx
Title:
Manager
COMMUNITY
DEVELOPMENT FUNDING I, LLC
By: /s/
D. XXXX
XXXXXXX
Name:
D. Xxxx Xxxxxxx
Title:
Manager
XXXXX
X. XXXXX
/s/
XXXXX X.
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