Exhibit 10.2
PLEDGE AND SECURITY AGREEMENT
(Membership Interest)
This PLEDGE AND SECURITY AGREEMENT, made this ___ day of June, 1999
between CFP HOLDINGS, INC., a Delaware corporation, ("Pledgor") and FLEET
CAPITAL CORPORATION ("Lender").
BACKGROUND
Pledgor, Custom Food Products, Inc., QFAC, LLC (as successor by merger
to QF Acquisition Corp.) (each a "Borrower" and collectively, "Borrowers") and
Lender are parties to a Loan and Security Agreement dated as of May 5, 1998 (as
amended, modified and supplemented from time to time, the "Loan Agreement")
pursuant to which Lender provides certain financial accommodations to Borrowers.
In order to induce Lender to enter into the Loan Agreement, Pledgor previously
agreed to pledge and grant to Lender a security interest in the shares of stock
of QF Acquisition Corp. owned by Pledgor.
Pledgor as sole stockholder of QF Acquisition Corp. has formed QFAC,
LLC ("LLC") pursuant to a Certificate of Formation dated as of April 15, 1999
and has merged QF Acquisition Corp. into LLC pursuant to an Agreement of Merger
dated as of June __, 1999. Pledgor has entered into that certain Operating
Agreement of LLC ("Operating Agreement") dated as of June __, 1999.
In order to induce Lender to enter into the Loan Agreement, Pledgor has
agreed to pledge and grant to Lender a security interest in the Collateral (as
hereafter defined) of Pledgor on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Definitions. All capitalized terms used herein which are not defined
shall have the meanings given to them in the Loan Agreement.
2. Pledge and Grant of Security Interest.
To secure the full and punctual payment and performance of the
(a) Obligations (except PMSI Loans which are secured by the Equipment financed
thereby) and (b) all other indebtedness, obligations and liabilities of Pledgor
or any Borrower to Lender, whether now existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether under, pursuant to or evidenced by a note, agreement, guaranty,
instrument or otherwise ((a) and (b) collectively, the "Indebtedness"), Pledgor
hereby assigns, transfers, pledges, hypothecates and grants to Lender a security
interest in the assets of Pledgor described on Schedule A annexed hereto and all
distributions, interest, dividends, options, warrants, increases, profits and
income received therefrom, in all substitutions therefor and in all proceeds
thereof in any form (collectively, the "Collateral").
All certificates, if any, representing or evidencing the
Collateral shall be delivered to and held by or on behalf of Lender pursuant
hereto and shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Lender. Pledgor
hereby authorizes LLC upon demand by Lender to deliver any certificates,
instruments or other distributions issued in connection with the Collateral
directly to Lender, in each case to be held by Lender, subject to the terms
hereof. Lender shall have the right, at any time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of Lender or
any of its nominees any or all of the Collateral. In addition, Lender shall have
the right at any time to exchange certificates or instruments, if any,
representing or evidencing Collateral for certificates or instruments of smaller
or larger denominations.
3. Representations and Warranties of Pledgors.
(a) Pledgor represents and warrants to Lender (which
representations and warranties shall be deemed to continue to be made until all
of the Indebtedness has been paid in full and the Loan Agreement has been
irrevocably terminated) that:
(i) The execution, delivery and performance by
Pledgor of this Agreement and the pledge of the Collateral hereunder does not
and will not result in any violation of any agreement, indenture, instrument,
license, judgment, decree, order, law, statute, ordinance or other governmental
rule or regulation applicable to Pledgor.
(ii) This Agreement constitutes the legal, valid, and
binding obligation of Pledgor enforceable against Pledgor in accordance with its
terms.
(iii) No consent or approval of any person,
corporation, limited liability company, governmental body, regulatory authority
or other entity is necessary for the execution, delivery and performance of this
Agreement by Pledgor or the exercise by Lender of any rights provided for in
this Agreement with respect to the Collateral or for the pledge and assignment
of, and the grant of a security interest in, the Collateral hereunder.
(iv) Pledgor is not a party to any pending or, to the
best of Pledgor's knowledge, threatened actions or proceedings before any court,
judicial body, administrative agency or arbitrator which, if adversely
determined, could materially adversely affect the Collateral.
(v) The Operating Agreement contains no restriction
with respect to the pledge of collateral being made pursuant to this Agreement.
(vi) Pledgor owns each item of the Collateral and,
except for the pledge and security interest granted hereunder to Lender, the
Collateral of Pledgor is subject to no prior Lien or to any agreement purporting
to grant to any Person a Lien upon the Collateral.
(vii) The pledge and assignment of the Collateral and
the grant of a security interest under this Agreement vest in Lender all rights
of Pledgor in the Collateral as contemplated by this Agreement.
(b) Pledgor hereby represents and warrants to Lender (which
representations and warranties shall be deemed to continue to be made until all
of the Indebtedness has been paid in full and the Loan Agreement has been
irrevocably terminated), in addition to the representations and warranties set
forth in Section 3.(a) above that:
(i) Pledgor has the requisite power and authority to
enter into this Agreement, to pledge the Collateral for the purposes described
herein and to carry out the transactions contemplated by this Agreement.
(ii) The execution, delivery and performance by
Pledgor of this Agreement have been duly and properly authorized.
4. Affirmative Covenants. Until such time as all of the Indebtedness
has been paid in full and the Loan Agreement has been irrevocably terminated,
Pledgor shall:
(a) Defend the Collateral against the claims and demands of
all other parties and keep the Collateral free from all security interests and
other encumbrances, except for the security interest granted hereunder to
Lender.
(b) In the event Pledgor comes into possession of any portion
of the Collateral in violation of the terms and provisions of this Agreement,
hold the same in trust for Lender and deliver to Lender such Collateral in the
form so received no later than one (1) Business Day following Pledgor's receipt
thereof.
(c) In the event any portion of the Collateral is held by a
third party, take all action that Lender may reasonably request so as to
maintain the validity, enforceability, perfection and priority of Lender's
security interest in the Collateral.
(d) Pledgor will promptly deliver or cause to be delivered to
Lender all (i) notices and statements relating to the Collateral received by
Pledgor and (ii) all notices received by Pledgor relating to the Operating
Agreement.
(e) Notify Lender promptly of any material adverse event
relating to the Collateral or any material adverse change in the value of the
Collateral.
(f) At the written request of Lender at any time and from time
to time, at Pledgor's sole expense, promptly take such action and execute and
deliver such financing statements and further instruments and documents as
Lender may reasonably request in order to more fully perfect, evidence or
effectuate the pledge and assignment hereunder and the security interest granted
hereby and to enable Lender to exercise and enforce its rights and remedies
hereunder. Pledgor authorizes Lender to file without the signature of Pledgor
one or more financing or continuation statements under the Uniform Commercial
Code (the "UCC") relating to Pledgor's Collateral, naming Lender as "secured
party". In the event Lender files a financing statement without Pledgor's
signature, Lender shall promptly deliver copies thereof to Pledgor.
(g) Furnish to Lender such other information relating to the
Collateral as Lender may from time to time reasonably request.
(h) Promptly furnish Lender, all notices delivered by Pledgor
to any third party under the terms and provisions of the Operating Agreement.
5. Negative Covenants. Until such time as the Indebtedness has been
paid in full and the Loan Agreement has been irrevocably terminated, Pledgor
shall not:
(a) Sell, convey, or otherwise dispose of any of the
Collateral or any interest therein or incur or permit to exist any pledge,
mortgage, lien, charge, encumbrance or any security interest whatsoever with
respect to the Collateral or the proceeds thereof other than that created
hereby.
(b) Enter into any amendment of or modification to the
Operating Agreement without Lender's prior written consent which consent shall
not be unreasonably withheld.
6. Events of Default.
The term "Event of Default" wherever used herein shall mean
the occurrence of any one of the following events:
(a) An "Event of Default" as such term is defined in the Loan
Agreement shall have occurred;
(b) Pledgor's shall default in its performance of any of its
obligations under any agreement between Pledgor and Lender, including, without
limitation, this Agreement;
(c) Any representation, warranty, statement or covenant made
or furnished to Lender by or on behalf of Pledgor in connection with this
Agreement proves to have been false in any material respect when made or
furnished or is breached, violated or not complied with;
(d) Pledgor shall (i) apply for, consent to, or suffer to
exist the appointment of, or the taking of possession by, a receiver, custodian,
trustee, liquidator or similar fiduciary of itself or of all or a substantial
part of his property, (ii) make a general assignment for the benefit of
creditors, (iii) commence a voluntary case under any state or federal bankruptcy
laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or
insolvent, (v) file a petition seeking to take advantage of any other law
providing for the relief of debtors, (vi) acquiesce to, or fail to have
dismissed, within thirty (30) days, any petition filed against it in any
involuntary case under such bankruptcy laws, or (vii) take any action for the
purpose of effecting any of the foregoing; or
7. Remedies.
Upon the occurrence of an Event of Default and so long as such
Event of Default is continuing Lender may:
(i) Demand, collect, receipt for, settle, compromise,
adjust, xxx for, foreclose or realize upon the Collateral (or any part thereof),
as Lender may determine in its sole discretion;
(ii) Require that all distributions and other amounts
payable with respect to the Collateral be delivered to Lender as additional
collateral security for the Indebtedness; and
(iii) Subject to the requirements of applicable law,
sell, assign and deliver the whole or, from time to time any part of the
Collateral for such price or prices and on such terms as Lender in its sole
discretion may determine.
Pledgor acknowledges that ten (10) days' prior written notice
of the time and place of any sale of any of the Collateral or any other intended
disposition thereof shall be reasonable and sufficient notice to Pledgor within
the meaning of the UCC. Pledgor hereby waives and releases any and all right or
equity of redemption, whether before or after sale hereunder. In addition to the
foregoing, Lender shall have all of the rights and remedies of a secured party
under applicable law and the UCC.
8. Proceeds of Collateral Agreement. The proceeds of any disposition
under this Agreement of the Collateral pledged to Lender by Pledgor shall be
applied as follows:
(a) First, to the payment of all costs, expenses and charges
of Lender incurred in connection with the care and safekeeping of the Collateral
(including, without limitation, the expenses of any sale or any other
disposition of any of the Collateral), the expenses of any taking, reasonable
attorneys' fees and expenses, court costs, any other expenses incurred or
expenditures or advances made by Lender in connection with the protection,
enforcement or exercise of its rights, powers or remedies hereunder, with
interest on any such reimbursement at the rate prescribed in the Loan Agreement
as the Default Rate for Base Rate Loans from the date of payment;
(b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as Lender may elect, whether or not such Indebtedness is
then due;
(c) Third, to such persons, firms corporations or other
entities as required by applicable law including, without limitation, Section
9-504(1)(c) of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgor or as
a court of competent jurisdiction may direct.
9. No Waiver. Any and all of Lender's rights with respect to the
pledge, assignment and security interest granted hereunder shall continue
unimpaired, and Pledgor shall be and remain obligated in accordance with the
terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization
of Pledgor, (b) the release or substitution of any item of Collateral at any
time, or of any rights or interests therein, or (c) any delay, extension of
time, renewal, compromise or other indulgence granted by Lender in reference to
any of the Obligations. Pledgor hereby waives all notice of any such delay,
extension, release, substitution, renewal, compromise or other indulgence, and
hereby consents to be bound hereby as fully and effectively as if Pledgor had
expressly agreed
thereto in advance. No delay or extension of time by Lender in exercising any
power of sale, option or other right or remedy hereunder, and no failure by
Lender to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice Lender's right to take any action against Pledgor or
to exercise any other power of sale, option or any other right or remedy.
10. Expenses. The Collateral shall secure, and Pledgor shall be liable
for and shall pay to Lender on demand, from time to time, all expenses
(including but not limited to, attorneys' fees and costs, taxes, and all
transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer and administration of the Collateral, or in any way
relating to the enforcement, protection or preservation of the rights or
remedies of Lender under this Agreement.
11. Lender Appointed Attorney-In-Fact and Performance by Lender.
Pledgor hereby irrevocably constitutes and appoints Lender as Pledgor's true and
lawful attorney-in-fact, with full power of substitution, to execute,
acknowledge and deliver any instruments and to do in Pledgor's name, place and
stead, all such acts, things and deeds for and on behalf of and in the name of
Pledgor, which Pledgor could or might do or which Lender may deem necessary,
desirable or convenient solely to accomplish the purposes of this Agreement,
including, without limitation, to execute such instruments of assignment or
transfer or orders and to register, convey or otherwise transfer title to the
Collateral into Lender's name; provided that such power of attorney may only be
exercised by Lender following the occurrence and during the continuance of an
Event of Default. Pledgor hereby ratifies and confirms all that said
attorney-in-fact may so do and hereby declares this power of attorney to be
coupled with an interest and irrevocable. If Pledgor fails to perform any
agreement herein contained, Lender may itself perform or cause performance
thereof, and any expenses of Lender incurred in connection therewith shall be
paid by Pledgor as provided in Section 10 hereof.
12. Distributions. Unless an Event of Default shall have occurred and
be continuing, Pledgor shall be entitled to collect and receive for Pledgor's
own use distributions and other amounts paid with respect to the Collateral.
13. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
14. Termination. Upon payment in full of all the Obligations and the
irrevocable termination of the Loan Agreement, this Agreement shall terminate
and Lender shall execute and deliver to Pledgor all such releases, deeds,
assignments and other instruments as may be necessary or proper to re-vest in
Pledgor full title to the Collateral, subject to any disposition thereof which
may have been made by Lender pursuant hereto.
15. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement
among the parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties.
(b) No waiver of any term or condition of this Agreement,
whether by delay, omission or otherwise, shall be effective unless in writing
and signed by the party sought to be charged, and then such waiver shall be
effective only in the specific instance and for the purpose for which given.
(c) In the event that any provision of this Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable, shall not be affected
thereby nor shall same affect the validity or enforceability of any other
provision of this Agreement.
(d) This Agreement shall be binding upon Pledgor and its
administrators, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.
(e) Any notice or request hereunder may be given to Pledgor or
to Lender at their respective addresses set forth below or at such other address
as may hereafter be specified in a notice designated as a notice of change of
address under this Section. Any notice or request hereunder shall be given by
(a) hand delivery, (b) registered or certified mail, return receipt requested,
or (c) telecopy to the number set out below (or such other number as may
hereafter be specified in a notice designated as a notice of change of address)
with electronic confirmation of receipt. Any notice or other communication
required or permitted pursuant to this Agreement shall be deemed given (a) when
personally delivered to any officer of the party to whom it is addressed, (b) on
the earlier of actual receipt thereof or three (3) days following posting
thereof by certified or registered mail, postage prepaid, or (c) upon actual
receipt thereof when sent by a recognized overnight delivery service or (d) upon
actual receipt thereof when sent by telecopier or the number set forth below
with telephone communication confirming receipt and subsequently confirmed by
registered, certified or overnight mail to the address set forth below, in each
case addressed to each party at its address set forth below or at such other
address as has been furnished in writing by a party to the other by like notice:
(A) If to Lender: Fleet Capital Corporation
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
Attention: Northeast Loan Administration
Manager
with a copy to: Xxxx & Hessen LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone: 000-000-0000
Telecopy: 000-000-0000
(B) If to Pledgor: CFP Holdings, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to: X'Xxxxxxxx Graev & Karabell
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Telecopier:(000) 000-0000
(f) This Agreement shall be governed by and construed and
enforced in all respects in accordance with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.
(g) PLEDGOR AND LENDER EACH HEREBY EXPRESSLY WAIVE ANY AND ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS
AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE; AND PLEDGOR AND LENDER EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH
ACTIONS OR PROCEEDINGS SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT
EITHER PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY TO THE WAIVER OF ITS
RIGHT BY TRIAL BY JURY.
(h) PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE
OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING BY PLEDGOR
AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT SHALL BE
BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK
OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
PLEDGOR FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS
(INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO
EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN
CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF
THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A
REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE
PERMISSIBLE UNDER THE RULES OF SAID COURTS. PLEDGOR WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY
DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.
(i) This Agreement may be executed in one or more
counterparts, each of which taken together shall constitute one and the same
agreement. Any signature delivered by telecopy shall be deemed to be an original
signature hereunder.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
CFP HOLDINGS, INC.
By: ________________________________
Name:
Its:
FLEET CAPITAL CORPORATION
By: ________________________________
Name:
Its:
STATE OF _________________ )
: ss.:
COUNTY OF ________________ )
On the _______ day of May, 1999, before me personally came ___________,
to me known, who being by me duly sworn, did depose and say that he is the
___________________________ of CFP HOLDINGS, INC., the corporation described in
and which executed the above instrument and that he signed his name thereto by
like order of the board of directors of said corporation.
_______________________________
Notary Public
SCHEDULE A
Description of Collateral
All of Pledgor's now owned and hereafter acquired rights and interests
in QFAC, LLC and its successors (the "Company"), including, without limitation,
all distributions, interest, dividends, options, warrants, increases, profits
and income from the Company.
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of June, 1999 before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he is the_____________ of FLEET CAPITAL CORPORATION, the corporation
described in and which executed the above instrument; and that he was authorized
to sign his name thereto on behalf of said corporation.
_______________________________
Notary Public
June __, 1999
QFAC, LLC
Re: Security Interest in Membership Interests
Gentlemen:
The undersigned has pledged and granted a security interest (the
"Lien") to Fleet Capital Corporation, ("Lender"), in all of its respective
right, title and interest in and to the assets described on Schedule A annexed
hereto, together with all distributions, interest, dividends, options, warrants,
increases, profits and income received therefrom, all substitutions therefor and
all proceeds thereof (the "Collateral").
QFAC, LLC (the "Company") is hereby authorized and directed, upon
notice to the Company by Lender, to remit to Lender all distributions under the
Operating Agreement dated as of June __, 1999 entered into by Pledgor as sole
member of the Company and all other amounts payable from time to time by the
Company to the undersigned. Lender is hereby irrevocably authorized and
empowered to ask, demand, receive and give acquittance for any and all amounts
which may be or become due or payable, or remain unpaid at any time and times to
the undersigned by the Company, and to endorse any checks, drafts or other
orders for the payment of money payable to the undersigned in payment thereof,
and in Lender's discretion to file any claims or take any action or institute
any proceeding, either in its own name or in the name of any of the undersigned
or otherwise, which Lender may deem necessary or advisable in order to collect
all distributions and all other amounts payable from time to time by the Company
to the undersigned. The Company is hereby authorized to recognize Lender's
claims to rights hereunder without investigating any reason for any action taken
by Lender or the application to be made by Lender of any of the amounts to be
paid to Lender hereunder and the undersigned releases the Company from all
liability in connection therewith. Checks for all or any part of the sums
payable under this letter agreement shall be drawn to the sole and exclusive
order of Lender.
The foregoing instructions, being coupled with an interest, shall be
irrevocable.
Very truly yours,
CFP HOLDINGS, INC.
By: ________________________________
Name:
Its:
ACCEPTED AND AGREED TO:
QFAC, LCC
By: ________________________
Its: _______________________
SCHEDULE A
Description of Collateral
All of CFP Holdings, Inc.'s now owned and hereafter acquired rights and
interests in QFAC, LLC and its successors (the "Company"), including, without
limitation, all distributions, interest, dividends, options, warrants,
increases, profits and income from the Company.
