Appendix N
PRE-IPO AGREEMENT
THIS AGREEMENT, made as of March 30, 1996 by and between INDUSTRY MORTGAGE
COMPANY, L.P., a Delaware Limited Partnership (the "Partnership") and each of
the persons identified on the signature page hereof as Limited Partners (the
"Limited Partners");
WITNESSETH:
The following facts constitute the background for this Agreement:
A. The Partnership is in need of raising additional working capital for its
general business needs and has determined that it will have access to capital on
the most efficient basis if it conducts an initial public offering ("IPO") of
equity interest in the Partnership or its successor organization which is
registered under the Securities Act of 1933 (the "Act").
B. Prior to effecting an IPO, the Partnership will engage in a conversion
(the "Roll-Up") as a result of which all persons owning an equity interest in
the Partnership will exchange their partnership interests for shares of common
stock ("Shares") of IMC Mortgage Company, a Florida corporation (the "Holding
Company").
C. Each of the Limited Partners (or an affiliate of such Limited Partner,
called "Related Commitment Party") has an obligation under Section 10.5(a) of
the Third Amended and Restated Agreement of Limited Partnership of the
Partnership dated November 1, 1995, as amended (the "Partnership Agreement") to
sell to the Partnership a minimum dollar amount of Partnership has determined
that the ability to achieve a fair value for the sale of the Shares will be
materially enhanced if the Limited Partners or Related Commitment Parties double
their Mortgage Loan sale Commitments to the Partnership, and the Partnership
wishes to provide their Mortgage Loan Sale Commitments to the Partnership, and
the Partnership wishes to provide an incentive for such parties to do so by
creating an option pool in which those Limited partners which (or the Related
Commitment Parties which) double their Mortgage Loan Sale Commitment will be
eligible to participate.
D. The Partnership wishes to provide a mechanism for those partners (and
ContiTrade Service Corporation, "Xxxxx") who wish to sell a portion of the
Shares which they receive in the Roll-up in the IPO and a mechanism for those
partners wishing to increase the number of Shares held by them to do so. The
Partnership also wishes to obtain a "lock-up" agreement limiting the sales of
Shares by the Limited Partners after the IPO.
NOW, THEREFORE, in consideration of the mutual benefits to be derived
herefrom, the parties hereto agree that the background facts set forth above are
true and correct and do further agree as follows:
1. Roll-Up. Prior to the IPO, each of the Limited Partners hereby agrees to
contribute all of such Limited Partners interests in the Partnership to the
Holding company in a transaction which is intended to qualify as a tax-free
exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as
amended, in exchange for which each Limited Partner shall receive a number of
Shares of the Holding Company which is equivalent to the interest of such
Limited Partner in the Partnership prior to the Roll-Up. An approximation of the
Shares of the Holding Company to be issued in the Roll-Up is shown on Exhibit A
hereto. Each Limited partner acknowledges that the Shares may not be transferred
except (a) pursuant to an effective registration statement under the Act and any
applicable state securities laws, or (b) upon receipt by the Holding Company of
an opinion of counsel, which counsel and opinion of counsel shall be reasonable
satisfactory to the Holding Company, to the effect that such transfers are
exempt from registration under the Act and such state securities laws.
2. Commitment. Each Limited Partner or Related commitment Party, as the
case may be, does hereby agree that effective upon the IPO and continuing for a
period of five years thereafter, (I) such person's Mortgage Loan Sale Commitment
shall run in favor of the Holding Company and, (ii) unless otherwise expressly
indicated to the contrary on the applicable signature page attached hereto,
shall be double the monthly amount of such person's Mortgage Loan Sale
Commitment as of this date. Each Limited Partner, or Related commitment Party,
as the case may be, acknowledges that that person's Mortgage Loan Sale
Commitment is of material value to the Holding Company and the failure to meet
that commitment will give rise to damages in favor of the Holding Company. At
the expiration of the five-year period applicable to such person's Mortgage Loan
Sale Commitment, the Mortgage Loan Sale Commitment shall terminate and be of no
further force and effect unless extended by the express agreement of such
perosn. The Related Commitment Parties, by signing this Agreement, agree to be
bound by all provisions hereof relating to them.
3. Incentive Options.
(a) Eligible Shareholders. Each Limited Partner, or Related Commitment
Party, as the case may be, which agrees to double that person's Mortgage Loan
Sale Commitment, and only those Limited Partners, or Related Commitment Parties,
as the case may be, so agreeing, will be eligible to participate in the Holding
Company's "Incentive Option Pool" (as hereafter defined) (the "Eligible
Shareholders").
(b) Incentive Options Pool. The "Incentive Option Pool" shall consist
of options to acquires 200,000 Share at the price paid for Shares by the public
in the IPO (the "Share Price"). Each calendar quarter beginning with calendar
quarter ending September 30, 1996, and continuing for each consecutive calendar
quarter thereafter in which the Mortgage Loan Sale Commitments are in effect,
the Holding Company will make available to Eligible
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Shareholders, options to acquire 10,000 Shares (the "Incentive Options") at the
Share Price. The Incentive Options shall be granted to such eligible
Shareholders which exceed their Mortgage Loan Sale Commitments for each month
during the quarter then ending ("Qualifying Eligible Shareholder") in proportion
to the dollar amount by which each such Qualifying Eligible Shareholder has
exceeded its Mortgage Loan Sale Commitment. The number of Incentive Options
granted to each Qualifying Eligible Shareholder each calendar quarter shall be
determined by multiplying 10,000 Incentive Options by a formula, the numerator
of which is the dollar amount of loans sold by such Qualifying Eligible
Shareholder to the Holding Company in excess of such Qualifying Eligible
Shareholder's Mortgage Loan Sale Commitment for that calendar quarter, and the
denominator of which is the aggregate of the amounts sold by all Qualifying
Eligible Shareholders in that calendar quarter to the Holding company in excess
of their respective Mortgage Loan Sale Commitments. By way of example, if only
one Qualifying Eligible Shareholder exceeded that Qualifying Eligible
Shareholder's Mortgage Loan Sale Commitment to the Partnership, that Qualifying
Eligible Shareholder would receive all 10,000 Incentive Options for the quarter
in question. By way of further example, if ten Qualifying Eligible Shareholder
(whether their Mortgage Loan Sale Commitments were $1 million per month or $2
million per month), each exceeded their respective Mortgage Loan Sale Commitment
by an equal amount, then each would receive 1,000 Incentive Options for the
calendar quarter in question. Each party herein agrees to the establishment of
the Incentive Option Pool on the terms set forth in this Agreement.
(c) Exercise of Incentive Options. Upon, and subject to the conditions
set forth herein, each Incentive Option may be exercised in whole or in part by
the holder thereof ("Option Holder") at any time for from time to time on or
after the date of the grant of such Incentive Option until five years after such
grant by written request for the issuance of Shares pursuant to that Incentive
Option executed by the Option Holder and delivered to the Holding Company
together with payment of an amount equal to the Share Price multiplied by the
number of Shares as to which Incentive Options are then being exercised by such
Option Holder. Any transfer of an Incentive Option and any transfer of any Share
obtained by an Option Holder in exercise of that Option Holder's Incentive
Option is subject to the requirement that such Incentive Options, or Shares, as
the case may be, be registered under the Act and applicable state securities
laws or that the Holding Company has received an opinion of counsel, which
counsel and option must be satisfactory to Holding Company, that such transfer
is exempt from registration under such laws. All certificates evidencing Shares
obtained in exercise of an Incentive Option shall bear an appropriate legend
reflecting such restrictions on its transfer.
4. Restriction on Sale of Shares.
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(a) Lock-Up. Each Limited Partner agrees that all shares received by
such Limited Partner in the roll-Up and all shares received by such Limited
Partner in exercise of an Incentive Option shall be restricted so that each
Limited Partner agrees that except with the Holding Company's prior written
consent, such Limited Partner will not offer for sale, sell, or grant any
options, rights or warrants with respect to any shares held by such Limited
Partner or of any other capital stock, securities or instruments convertible
into or exchangeable for shares, such other capital stock or other securities,
instruments, options or rights convertible into or exchangeable for or otherwise
exercisable for Shares (collectively called, "Restricted Transfers") for a
period of five years following the IPO except as follows:
(i) such Shares as are sold in the IPO with the permission of the
Holding company which, as to all Limited Partners and ContiTrade
Services Corporation ("Xxxxx") (which holds an option to acquire
Shares), in the aggregate will not exceed $10 million worth of
such Shares or such other amount as is acceptable to the
underwriters in such IPO;
(ii) such Shares as are permitted by the Holding Company to be sold in
a secondary offering; and
(iii)each Limited Partner and Xxxxx may sell such Shares as are
permitted to be sold under SEC Rule 144 without registration
after the expiration of two (2) years following the Roll-Up,
provided, however, that the right to engage in Restricted
Transfers pursuant to this subclause (iii) shall be suspended
following any secondary offering during such lock-up period as is
required by the underwriters in connection with any such
secondary offering.
Notwithstanding the foregoing, Restricted Transfers shall not include charitable
contributions or transfers to family members or trusts without consideration for
estate planning purposes of such common stock and other capital stock,
securities and instruments during the restricted period.
(b) Priority. all parties hereto agree that the needs of the Holding
Company to raise funds in the IPO are paramount to the needs of any Limited
Partner to sell shares in the IPO. Accordingly, to the extent the managing
underwriter for the IPO advises the Holding Company in writing that, in its
opinion, the number of Shares requested to be included in such registration by
the holders hereof exceeds the number of such Shares which can be sold in an
orderly manner in such offering within a price range acceptable to the Holding
company (the "Sale Number"), the Holding Company will include (i) first all
securities of the Holding
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Company that the Holding company proposes to register for its own account; and
(ii) second, to the extent the number of securities of the Holding company to be
included by the Holding company is less than the Sale Number, a number of
additional Shares equal to such difference with such difference being allocated
among all Limited Partners and others wishing to sell Shares through such
registration pro rata.
(c) First Refusal. If any Limited Partner receives a bona fide offer
from a proposed purchaser of such Limited Partner's Shares ("Proposed
Purchaser") in connection with the proposed sale of such Limited Partner's
Shares in a private placement, then such Limited Partner will give the company
written notice (the "First Refusal Notice") of the identity of the Proposed
Purchaser and the terms of the proposed purchase providing a copy of the offer
in writing. The Company shall have ten (10) business days from the receipt of
the First Refusal Notice (the "Response Period") to advise such Limited partner
if the Company (or its designee) wishes to acquire such Shares on the same terms
as set forth in the First Refusal Notice. If the Company (or is designee),
elects to acquire the Shares, then such Limited Partner shall sell to the
Company (or is designee), and the Company (or its designee) shall purchase from
such Limited Partner within thirty (30) days of responding to such Limited
Partner such Shares on such terms. If the Company (or its designee) does not
elect to purchase such Shares as described above, then such Limited Partner may
sell such Shares to the person on the terms provided in the first Refusal Notice
at any time for ninety (90) days after the expiration of the Response Period. If
the transaction does not occur within such ninety-day period, then any sale
thereafter shall again be subject to the right of the first refusal provided for
herein.
5. Exchange of Shares: Sale on IPO.
(a) Exchange of Shares. The Partnership wishes to arrange a mechanism
for those Limited Partners wishing to increase or decrease their holdings in
shares to be able to do so up to ten percent (10%) of each Limited Partner's (or
Conti's) interest. Accordingly, prior to the IPO, the Holding Company will
contact each Limited Partner to obtain from each a statement as to whether that
person wishes to (i) buy more interests in the Holding Company, (ii) sell 10% of
its interests, or (iii) do neither. Any purchase or sale would be at a price per
share equal to the net amount to be received by the Holding Company in the IPO
(approximately 93% of the price at which such Shares are sold to the public). To
the extent possible, the Holding company will seek to cross-match Limited
Partners wishing to acquire more shares with those Limited Partners seeking to
sell Shares.
(b) Net Shares Sought. In the event there are more Shares sought to be
acquired by Limited Partners than sought to be sold by Limited Partners and
Xxxxx, then those partners seeking to acquire more Shares will receive a pro
rata portion (calculated based upon the dollar amount each such partner sought
to acquire) of all Shares being sold by Limited Partners.
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(c) Net Shares to be Sold. In the event there are more Shares sought
to be sold by Limited Partners and Xxxxx than other Limited Partners wish to
purchase, then the net amount of such excess ("Excess Shares") shall be offered
for sale in the IPO, provided, however, that the maximum aggregate dollar amount
of such Excess Shares to be registered and sold in the IPO shall not exceed $10
million or such other amount as shall be specified by the underwriters in such
IPO (the "Secondary Share IPO Sale Amount"). In the event the total Excess
Shares exceed the amount which can be sold in the IPO described above, then each
Limited Partner (and Xxxxx) shall be permitted to sell in the IPO its pro rata
portion of the Shares sold in the IPO calculated by multiplying the dollar
amount each Limited Partner (and Xxxxx) wishing to sell Shares in the IPO has
offered for sale by a formula, the numerator of which is the dollar amount of
the Shares being offered by all Limited Partners (and Xxxxx) who have expressed
a desire to sell Shares in the IPO. If each Limited Partner wishing to sell ten
percent (10%) of such person's Shares is able to do so through exchange with
other Limited Partners or sale in the IPO, or both, than any remaining Secondary
Share IPO Sale Amount may be made up by sales by Xxxxx.
6. Power of Attorney. For the purposes of facilitating the Roll-Up and the
IPO, each Limited Partner is simultaneously herewith executing and delivering to
the Partnership the Power of Attorney attached hereto as Exhibit A ("Power of
Attorney") which Power of Attorney shall be coupled with an interest and
irrevocable during the term of this Agreement.
7. Agreement Term. This Agreement shall be effective on the date hereof and
shall terminate on the first to occur of (i) five years from March, 1996, or
(ii) the occurrence of December 31, 1996 without a closing of the sale of the
Shares pursuant to an IPO having previously occurred.
8. Miscellaneous.
(a) Captions. Section titles or captions contained in this Agreement
are inserted for convenience only. They shall not be deemed part of this
Agreement and in no way define, limit, extend or describe the scope or intent of
any provision hereof.
(b) Governing Law. This Agreement and the rights of the parties
hereunder shall be governed and interpreted in accordance with the laws
(excluding conflicts of law provisions) of the State of Florida.
(c) Binding Effect. Except as otherwise provided, this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their legal
representatives, heirs, administrators, executors, successors and assigns.
(d) Indemnification. Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the singular
and the plural and all
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pronouns stated in either the masculine or neuter gender shall include the
masculine, the feminine and the neuter.
(e) Separability. If any provision of this Agreement, or the
application of such provision to any persons or circumstance shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby and shall continue to be binding and in force.
(f) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. In addition, this Agreement may contain
more than one counterpart of each signature page, and this Agreement may be
executed by the affixing of the signature of the parties hereto to one or more
of such counterpart signature pages and all of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written to be effective such date.
GENERAL PARTNER:
----------------
INDUSTRY MORTGAGE COMPANY,
L.P.
By:____________________________________
Xxxxxx Xxxxxxxx,
Chief Executive Officer
Limited Partners:
-----------------
_______________________________________
Xxxxxx Xxxxxxxx
_______________________________________
Xxxxxxx X. Xxxxxx
_______________________________________
Xxxxxxx X. Xxxxxxx
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_______________________________________
Xxxxxx X. Xxxxxxxxx
_______________________________________
Xxxxxx X. Xxxxx
_______________________________________
Xxxxx X. XxXxxxxx
BRANCHVIEW, INC.
By:____________________________________
Print Name:_________________________
Its_________________________________
JRJ ASSOCIATES
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
CITYSCAPE CORP.
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
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INVESTAID CORPORATION
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
MORTGAGE AMERICA
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
INVESTORS MORTGAGE, a
Washington Limited Partnership
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
AMERICAN INDUSTRIAL LOAN
ASSOCIATION
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
9
EQUITYSAFE, a Rhode Island General
Partnership: By Its General Partner:
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
TMS MORTGAGE, INC.
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
EQUITY MORTGAGE, a Maryland
Limited Partnership
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
10
PORTFOLIO PLACEMENT PARTNERS
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
_______________________________________
XXXXXX X. XXXXXXXXXXX
and his Related Commitment Party:
FIRST GOVERNMENT MORTGAGE
AND INVESTORS CORPORATION
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
_______________________________________
XXXX X. XXXXX
_______________________________________
XXXX X. XXXXX
and their Related Commitment party:
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NEW JERSEY MORTGAGE &
INVESTMENT CORP.
By:____________________________________
Print Name:_________________________
Its_________________________________
The foregoing Limited Partner
agrees to double its Mortgage
Loan Sale Commitment unless this
sentence is struck through and
initialed by such Limited
Partner
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EXHIBIT A
POWER OF ATTORNEY
-----------------
The Undersigned is a Limited Partner (the "Limited Partner') of Industry
Mortgage Company, L.P., a Delaware Limited Partnership (the "Partnership"). The
Partnership proposes to go public through (i) the transfer by its partners of
all their interests in the Partnership to Industry Mortgage Company, Inc.), a
Florida corporation (the "Company") (the "Reorganization"), and (ii) an initial
public offering by the Company (the "IPO") of shares of its common stock (the
"Common Stock"), all as described in that certain Pre-IPO Agreement (the
"Agreement") among the partners dated as of March _, 1996. In order to
facilitate the consummation of the transactions described in the Agreement, the
Limited Partner hereby appoints Industry Mortgage Corporation, a Delaware
corporation and the general partner of the Partnership (the "Attorney-in-Fact"),
as the Limited Partner's true and lawful attorney-in-fact, with full power of
substitution, to act in the name and on behalf of the Limited Partner:
(a) To execute any and all consents and exercise any and all voting rights
of the Limited Partner as a partner of the Partnership that may be
necessary or advisable in order to consummate the Reorganization and
the IPO,
(b) To execute such assignments and other instruments that may be
necessary or advisable in order to effect the transfer by the Limited
Partner in the Reorganization of all its right, title and interest as
a Limited Partner in the Partnership to the Company in exchange for
shares of Common Stock of the Company that immediately following
issuance constitute the same percentage interest in the Company as the
Limited Partner's total ownership interest in the Partnership
immediately prior to such transfer; and
(c) To execute such other documents and take such other actions as the
Attorney-in-Fact may determine, on the advice of counsel, are
necessary or advisable in order to consummate the Reorganization and
the IPO.
In the event that the Limited Partner intends to sell in the IPO a portion
of the shares of Common Stock that it receives from the Company in the
Reorganization, in the amount agreed to by the Limited Partner and the Company
(the "Sale Shares"), the Limited Partner (hereinafter referred to as a "Selling
Security Holder") hereby appoints the Attorney-iii-Fact as the Selling Security
Holder's true and lawful attorney-in-fact, with full power of substitution, to
act in the name and on behalf of the Selling Security Holder and to execute a
custody agreement in favor of such custodian as is acceptable to the
Attorney-in-Fact, to authorize such custodian to act in the name of and on
behalf of the Selling Security Holder:
(a) To negotiate, execute, deliver and cause the performance of such
agreements with the underwriters for the IPO, custodians,
attorneys-in-fact or others as are customarily entered into by persons
who are selling shareholders in a public
offering, including without limitation an underwriting agreement (the"
Underwriting Agreement") providing for the sale of the Sale Shares
pursuant to the Form S-1 registration statement as part of the IPO at
the same price as the Company agrees in such Underwriting Agreement to
sell shares of newly issued Common Stock in the IPO;
(b) To receive on behalf of the Selling Security Holder the stock
certificates for the Common Stock issued to the Selling Security
Holder in the Reorganization, to hold such certificates pending the
closing of the IPO and to endorse certificates or execute and deliver
stock powers, assignments or other documents together with such
certificates in order to effect the sale of the Sale Shares to the
underwriters pursuant to the Underwriting Agreement;
(c) To receive payment for the Sale Shares, together with stock
certificates representing the shares of Common Stock which the Selling
Security Holder will retain following the IPO, for transmission to the
Selling Security Holder or to authorize a custodian to transmit the
same directly to the Selling Security Holder, in either case promptly
following the receipt thereof; and
(d) To execute such other documents and take such other actions as the
Attorney-in-Fact may determine, on the advice of counsel, are
necessary or advisable in order to consummate the sale of the Sale
Shares pursuant to the Underwriting Agreement.
The Selling Security Holder hereby represents and warrants, and authorizes
the Attorney-in-Fact to represent and warrant to the underwriters in the
Underwriting Agreement that:
(a) The Selling Security Holder has fall right, power and authority to
execute and deliver this Power of Attorney,
(b) The Selling Security Holder has good and valid title to its Limited
Partnership interest in the Partnership, free and clear of all liens,
claims and encumbrances, and upon delivery of and payment for the Sale
Shares pursuant to the Underwriting Agreement, the Underwriters will
receive good and valid title thereto free and clear of all liens,
claims and encumbrances.
The Attorney-in-Fact is hereby empowered to determine in its sole
discretion the times when, and the purposes for and the manner in which any
power granted herein shall be exercised and the terms and conditions of any
document which it may execute pursuant hereto. The Attorney-in-Fact may act upon
any writing believed by it to be genuine. This Power of Attorney shall be
construed in accordance with the internal laws of the State of New York,
This Power of Attorney is coupled with an interest, is irrevocable and
shall survive the death, incapacity or dissolution of the undersigned, provided,
however, that if the Reorganization
2
and the IPO are not consummated by December 31, 1996, this Power of Attorney
shall terminate automatically.
IN WITNESS WHEREOF, this Power of Attorney has been executed this _ DAY of
March, 1996.
[PLEASE SIGN IN APPROPRIATE 'INDIVIDUAL" OR "CORPORATION' SIGNATURE BLOCK BELOW]
IF AN INDIVIDUAL:
-----------------
_______________________________________
Print Name:____________________________
as Limited Partner, and if applicable,
as Selling Security Holder
STATE OF________________
COUNTY OF_______________
The foregoing instrument was acknowledged before me this ________ day of
________________1996, by ______________________________ who did not take an oath
and who: (notary MUST check applicable box)
[ ] is/are personally known to me.
[ ] produced a current state driver's license as identification.
[ ] produced _______________________ as identification.
(NOTARY SEAL] MUST BE AFFIXED)
______________________________________________
Signature of Notary
______________________________________________
Name of Notary Typed, Printer or Stamped
______________________________________________
Commission Number (if not legible on seal)
______________________________________________
My Commission Expires (if not legible on seal)
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IF A CORPORATION:
-----------------
________________________________________
[corporate name]
By:_____________________________________
Its:____________________________________
ATTEST:
By:_____________________________________
Its:____________________________________
STATE OF________________
COUNTY OF_______________
The foregoing instrument was acknowledged before me this _________ day of
___________ 1996, by ______________________ the ____________________ of _______,
a ___________ corporation, on behalf of the corporation. Such person did not
take an oath and: (notary MUST check applicable box)
[ ] is/are personally known to me.
[ ] produced a current state driver's license as identification.
[ ] produced _____________________________ as identification.
(Notary Seal must be affixed)
______________________________________________
Signature of Notary
______________________________________________
Name of Notary Typed, Printer or Stamped
______________________________________________
Commission Number (if not legible on seal)
______________________________________________
My Commission Expires (if not legible on seal)
