EXHIBIT 5
PLEDGE AGREEMENT
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This PLEDGE AGREEMENT (this "Agreement") is dated as of September 16, 1999
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from each of Xxxxxxx X. St. Laurent and Xxxxxxx X. St. Laurent, III
(individually, a "Pledgor" and, collectively, the "Pledgors"), in favor of
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GATEWAY COMPANIES, INC. (the "Lender").
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RECITALS
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WHEREAS, Vitech America, Inc. (the "Company") and the Lender have,
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contemporaneously herewith, entered into that certain Convertible Loan Agreement
dated as of the date hereof (as in effect from time to time, the "Loan
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Agreement"), and the Company has issued the promissory note referred to therein;
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WHEREAS, each of the Pledgors holds a direct legal and beneficial ownership
interest in the capital stock of the Company and will benefit from the making of
the Loan (as defined in the Loan Agreement;
WHEREAS, it is a condition precedent to the extension of credit under the
Loan Documents that each Pledgor enter into this Agreement and grant to the
Lender the security interests hereinafter provided to secure the Obligations.
AGREEMENT
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In consideration of the promises contained herein, and in order to induce
the Lender to enter into the Loan Documents and to make the Loan pursuant to the
terms thereof, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each Pledgor hereby agrees with the
Lender as follows:
SECTION 1. Definitions.
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The following term shall have the following meaning:
"Obligations" means any and all obligations (now existing or hereafter
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arising) of the Company under the Loan Agreement, the Note or any other Loan
Document.
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Loan Agreement.
SECTION 2. Pledge.
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(a) In order to secure the prompt payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Obligations,
each Pledgor hereby irrevocably and unconditionally assigns, pledges, transfers,
hypothecates, mortgages, charges
and sets over to the Lender, and grants to the Lender a continuing security
interest in all of such Pledgor's right, title and interest, in, to, and under
all shares of the Company described in Exhibit A now owned by such Pledgor (the
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"Pledged Shares") or otherwise distributable in respect of, in exchange for, or
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in substitution of, any and all such Pledged Shares, together with all of the
proceeds of any thereof (the "Pledged Collateral").
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(b) Delivery. The certificates evidencing the Pledged Shares pledged
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hereunder shall be delivered to the Lender, duly endorsed in blank or with
undated stock powers executed in blank annexed to each certificate. If
certificates evidencing any Pledged Shares required to be pledged hereunder are
hereafter received by either Pledgor, such Pledgor agrees forthwith to transfer
and deliver to the Lender such certificates so received (with appropriate
endorsements, if any, and together with undated stock powers executed in blank),
all of which thereafter shall be held by the Lender pursuant to the terms of
this Agreement, as part of the Pledged Collateral.
(c) Registration in Lender's Name, Etc. The Lender shall have the right
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(in its sole discretion): (i) to hold any certificates representing the Pledged
Collateral in its own name, or in the name of the relevant Pledgor endorsed or
assigned in blank or in favor of the Lender, or (ii) to have the Pledged
Collateral or any part thereof registered in the name of the Lender or in the
names of the Lender's nominees.
SECTION 3. Representations and Warranties; Certain Undertakings. Each Pledgor
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hereby represents and warrants to the Lender and agrees as follows:
(a) The Pledgor is the legal and equitable owner of the Pledged Shares
pledged by it hereunder and will not make any assignment, pledge, mortgage,
hypothecation of transfer of any thereof or of any part thereof, except the
pledge provided for herein.
(b) All of the Pledged Shares are and will at all times be duly authorized,
validly issued, fully paid and nonassessable.
(c) The Pledgor owns the Pledged Shares pledged by it hereunder free and
clear of all liens except the pledge provided for herein.
(d) The execution, delivery and performance by the Pledgor of this
Agreement does not and will not (i) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to the Pledgor, (ii) result in a breach
of or constitute a default under any indenture or loan or credit agreement or
other material agreement, lease or instrument to which the Pledgor is a party or
by which he or his properties may be bound or affected, or (iii) result in, or
require, the creation or imposition of any lien (other than the pledge provided
for herein), upon or with respect to any of the property now owned or hereafter
acquired by the Pledgor. This Agreement is the legal, valid and binding
obligations of the Pledgor, enforceable in accordance with its terms.
SECTION 4. Further Assurances.
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(a) Each Pledgor agrees that from time to time, at its expense, it will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or that the Lender may reasonably request,
in order to perfect and protect the assignment, pledge and security interest
granted or purported to be granted hereby or to enable the Lender to exercise
and enforce the rights and remedies provided hereunder with respect to any
Pledged Collateral. Without limiting the generality of the foregoing, each
Pledgor shall: (i) if any Pledged Collateral shall be evidenced by a promissory
note or other instrument, deliver and pledge to the Lender hereunder such note
or instrument duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to the Lender;
(ii) execute and file such financing or continuation statements, or amendments
thereto, and such other instruments, endorsements or notices, as may be
necessary, or as the Lender may reasonably request, in order to perfect and
preserve the assignment, pledge and security interest granted or purported to be
granted hereby by such Pledgor; (iii) defend the Pledged Collateral against any
and all liens howsoever arising (other than the pledge provided for herein),
prior to or equal to the security interest created hereby; (iv) upon an Event of
Default (after lapse of any applicable grace or cure period contained in the
Loan Agreement), if deemed necessary by the Lender to effect a sale of all or
any portion of the Pledged Shares, register, at the expense of such Pledgor,
such Pledged Shares under the Securities Act of 1933 and/or the applicable Blue
Sky laws of any state or other jurisdiction as may be requested by the Lender;
and (v) if deemed necessary by the Lender to effect a sale of all or any portion
of the Pledged Shares, execute and file with the Federal Reserve Board, the
Florida Comptroller or any other governmental authority any application, notice
or other document as the Lender may reasonably request.
(b) Each Pledgor hereby authorizes the Lender to file one or more financing
or continuation statements, and amendments thereto, relative to all or any part
of the Pledged Collateral without the signature of such Pledgor where permitted
by law. Copies of any such statement or amendments thereto shall promptly be
delivered to the relevant Pledgor.
SECTION 5. Voting Rights; Dividends; Etc.
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(a) So long as no Event of Default shall have occurred and be continuing
(after lapse of any applicable grace or cure period contained in the Loan
Agreement):
(i) Each Pledgor shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Pledged Shares or any part
thereof for any purpose not inconsistent with the terms of this Agreement
or the Loan Agreement.
(ii) The Lender shall execute and deliver (or cause to be executed and
delivered) to each Pledgor all such proxies and other instruments as such
Pledgor may reasonably request for the purpose of enabling such Pledgor to
exercise voting and other rights which it is entitled to exercise pursuant
to this Section 5(a).
(b) As a supplement to the rights under other provisions of this Agreement,
if any Event of Default shall have occurred (after lapse of any applicable grace
or cure period contained in the Loan Agreement), then, so long as the same shall
continue, and whether or not the Lender
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exercises any right, or seeks or pursues any other relief or remedy available to
it under applicable laws, the Loan Agreement or any Loan Document:
(i) The Lender, or its nominee or nominees, shall forthwith, without
further act by any party, have the sole and exclusive right to exercise all
voting, consensual and other powers of ownership pertaining to the Pledged
Shares pledged hereunder and shall exercise such powers in such manner as the
Lender, in its sole discretion, shall determine to be necessary, appropriate or
advisable, and if the Lender shall so request, each Pledgor agrees to execute
and deliver to the Lender such other and additional powers, authorizations,
proxies and other orders, and such other documents, as the Lender may request to
secure to the Lender the rights, powers and authorities intended to be conferred
upon the Lender by this Section 5(b); and
(ii) All dividends and other distributions on, or accrued interest on,
or constituting any of the Pledged Collateral shall be paid directly to the
Lender and retained by it as part of the Pledged Collateral, subject to the
terms of this Agreement, and, if the Lender shall so request, each Pledgor
agrees to execute and deliver to the Lender appropriate additional dividend,
distribution and other orders and documents to that end.
SECTION 6. Lender Appointed Attorney-in-Fact.
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Each Pledgor hereby irrevocably appoints the Lender as such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor, the Lender or otherwise, from time to time to take
any action and to execute any instrument necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation, to ask, demand,
collect, xxx for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in connection with the Pledged
Collateral, to receive, endorse, and collect any drafts of other instruments,
documents and chattel paper in connection therewith, and to file any claims or
take any action or institute any proceedings that the Lender may deem necessary
or desirable for the collection thereof or to enforce compliance with the terms
and conditions thereof.
SECTION 7. Lender May Perform.
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If either Pledgor fails to perform any agreement contained herein, the
Lender itself may perform or pay any obligation which such Pledgor has agreed to
perform or pay under or in connection with this Agreement and the reasonable
expenses of the Lender (including the reasonable fees and expenses of its agents
and counsel) incurred in connection therewith shall be payable by the relevant
Pledgor and become part of the Obligations.
SECTION 8. Rights and Remedies.
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(a) If an Event of Default shall have occurred and be continuing, all
payments received by either Pledgor under or in connection with the Pledged
Collateral (including, without limitation, any dividends) shall be received in
trust for the benefit of the Lender, shall be segregated from other funds of
such Pledgor and shall be forthwith paid over to the Lender in the same form as
so received (with any necessary endorsement or instrument of transfer);
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(b) If any Event of Default shall have occurred and be continuing and the
principal amount of the Loan and the Note or other Obligations shall have been
declared to be, or shall have become, due and payable under the Loan Agreement,
then, in addition to any other rights and remedies provided for herein or that
may otherwise be available, the Lender may without any further demand,
advertisement or notice (except as expressly provided for below in this
subsection (b)), exercise all the rights and remedies of a secured party under
the New York, Florida and/or California Uniform Commercial Code (whether or not
said Code applies to the affected Pledged Collateral), and in addition: (i) may
apply the moneys, if any, then held by it as part of the Pledged Collateral, for
the purposes and in the order provided in Section 10 herein and (ii) if there
shall be no such moneys or the moneys so applied shall be insufficient to
satisfy in full all Obligations, may sell the Pledged Collateral, or any part
thereof, as hereinafter provided. The Pledged Collateral my be sold in one or
more sales, at public or private sale, conducted by any officer or agent of, or
auctioneer or attorney for, the Lender, at the Lender's place of business or
elsewhere, for cash, upon credit or for other property, for immediate or future
delivery, and at such price or prices and on such terms as the Lender shall, in
its sole and absolute discretion, deem appropriate. The Lender may be the
purchaser of any or all of the Pledged Collateral so sold at a public sale and
thereafter hold the same, absolutely free from any right or claim of whatsoever
kind and the obligations of each Pledgor to the Lender shall be applied as a
credit against the purchase price. The Lender may, in its sole discretion, at
any such sale restrict the prospective bidders or purchasers as to their number,
nature of business and investment intention, including a requirement that the
prospective bidders or purchasers represent and agree, to the satisfaction of
the Lender, that they are purchasing the Pledged Collateral for their own
account, for investment, and not with a view to the distribution or resale of
any thereof. Upon any such sale the Lender shall have the right to deliver,
assign and transfer to the purchaser thereof the Pledged Collateral so sold.
Each purchaser (including the Lender) at any such sale shall hold the Pledged
Collateral so sold, absolutely free from any claim or right of whatsoever kind,
including any equity or right of redemption, of either Pledgor, and each Pledgor
hereby specifically waives, to the full extent it may lawfully do so, all rights
of redemption, stay or appraisal that it has or may have under any rule of law
or statute now existing or hereafter adopted. The Lender shall give each
Pledgor at least ten (10) days notice (which each Pledgor agrees is reasonable
notification within the meaning of the Uniform Commercial Code) of any such
public or private sale. Such notice, in case of public sale, shall state the
time and place fixed for such sale. Any such public sale shall be held at such
time or times within ordinary business hours as the Lender shall fix in the
notice of such sale. At any such sale the Pledged Collateral may be sold in one
lot as an entirety or in separate parcels. The Lender shall not be obligated to
make any sale pursuant to any such notice. The Lender may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for such
sale, and any such sale may be made any time or place to which the same may be
so adjourned without further notice or publication. In case of any sale of all
or any part of the Pledged Collateral on credit or for future delivery, the
Pledged Collateral so sold may be retained by the Lender until the full selling
price is paid by the purchaser thereof, but the Lender shall not incur any
liability in case of the failure of such purchaser to take up and pay for the
Pledged Collateral so sold, and, in case of any such failure, such Pledged
Collateral may again be sold pursuant to the provisions herein;
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(c) Instead of exercising the power of sale provided in Section 8(b)
herein, the Lender may proceed by a suit or suits at law or in equity to
foreclose the assignment, pledge and security interest under this Agreement and
sell the Pledged Collateral or any portion thereof under a judgment or decree of
a court or courts of competent jurisdiction;
(d) The Lender as attorney-in-fact pursuant to Section 6 herein may, in the
name and stead of the Pledgors, make and execute all conveyances, assignments
and transfers of the Pledged Collateral sold pursuant to Section 8(b) or Section
8(c) herein, and each Pledgor hereby ratifies and confirms all that the Lender,
as said attorney-in-fact, shall do by virtue hereof in compliance with this
Agreement. Nevertheless, each Pledgor shall, if so requested by the Lender,
ratify and confirm any sale or sales by executing and delivering to the Lender,
or to such purchaser or purchasers, all such instruments as may, in the judgment
of the Lender, be advisable for the purpose;
(e) The receipt of the Lender for the purchase money paid at any such sale
made by it shall be a sufficient discharge therefor to any purchaser of the
Pledged Collateral, or any portion thereof, sold as aforesaid; and no such
purchaser (or the representatives or assigns of such purchaser), after paying
such purchase money and receiving such receipt, shall be bound to see to the
application of such purchase money or any part thereof or in any manner
whatsoever be answerable for any loss, misapplication or nonapplication of any
such purchase money, or any part thereof, or be bound to inquire as to the
authorization, necessity, expediency or regularity of any such sale; and
(f) The Lender shall incur no liability as a result of the manner of sale
of the Pledged Collateral, or any part thereof, at any private sale conducted in
a commercially reasonable manner and in accordance with this Agreement. Each
Pledgor hereby waives, to the full extent permitted by applicable law, any
claims against the Lender arising by reason of the fact that the price at which
the Pledged Collateral, or any part thereof, may have been sold at a private
sale was less than the price that might have been obtained at a public sale or
was less than the aggregate amount of the Obligations, even if the Lender
accepts the first offer received that the Lender in good xxxxx xxxxx to be
commercially reasonable under the circumstances and does not offer the Pledged
Collateral to more than one offeree. To the extent permitted by law, each
Pledgor shall have the burden of proving that any such sale of the Pledged
Collateral was conducted in a commercially unreasonable manner.
SECTION 9. Limitation on Duty of Lender with Respect to the Pledged Collateral.
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The powers conferred on the Lender hereunder are solely to protect its
interest in the Pledged Collateral and nothing herein shall be construed as
imposing on the Lender any duty to exercise any such powers. Except for the
safe custody of any Pledged Collateral in its possession and the accounting for
moneys actually received by it hereunder, the Lender shall have no duty with
respect to any Pledged Collateral.
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SECTION 10. Application of Proceeds.
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If an Event of Default shall have occurred and be continuing, all proceeds
of any sale or enforcement of the lender's rights in respect of the Pledged
Collateral, and all monies then held by the Lender as Pledged Collateral, shall
be applied as follows:
(a) first to the payment of all costs and expenses of such sale or
enforcement (including reasonable fees, costs and expenses of the Lender and its
agents and counsel);
(b) then to the payment in full of all accrued and unpaid interest on the
Obligations;
(c) then to the payment in full of the principal of the Obligations;
(d) then to the payment of any other Obligations; and
(e) any surplus remaining shall be paid to the Pledgors or to whosoever may
be lawfully entitled to receive the same.
SECTION 11. Termination of Security Interests; Release of Pledged Collateral.
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Upon indefeasible payment, performance and discharge in full of all
Obligations, the security interests shall terminate and all rights to the
Pledged Collateral shall revert to the Pledgors. Upon such termination of the
security interests or release of any Pledged Collateral, the Lender will, at the
Pledgors' written request and cost and expense, execute and deliver to the
Pledgors such documents as the Pledgors shall reasonably request to evidence the
termination of the security interests or this Agreement or the release of such
Pledged Collateral which has not yet theretofore been sold or otherwise applied
or released and will duly reassign, transfer and deliver to the Pledgors free
from any interest of the Lender such of the Pledged Collateral as may be in the
possession of the Lender and which has not theretofore been sold or released
pursuant to this Agreement. Such release shall be without recourse or warranty
to the Lender or any other person.
SECTION 12. Amendments; Waivers; Consents.
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No amendment, modification, termination or waiver of any provision of this
Agreement, or consent to any departure by either Pledgor therefrom, shall in any
event be effective without the written concurrence of the Lender and each
Pledgor, and then such waiver or consent shall be effective only in the specific
instance for the specified purpose for which given.
SECTION 13. Notices.
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Any notice, approval, request, demand, consent or other communication
hereunder shall be in writing and shall be given in accordance with the
provisions of the Loan Agreement. Notices to each Pledgor shall be sent to such
Pledgor at the address set forth below or to such other address as such Pledgor
shall have previously designated by written notice to the serving party:
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Xxxxxxx X. St. Laurent
c/o Vitech America, Inc.
0000 XX 00xx Xxxxxx
Xxxxx, XX 00000
Xxxxxxx X. St. Laurent, III
c/o Vitech America, Inc.
0000 XX 00xx Xxxxxx
Xxxxx, XX 00000
SECTION 14. Continuing Security Interest; Successors and Assigns.
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This Agreement shall create a continuing assignment, pledge and security
interest in the Pledged Collateral and shall (i) remain in full force and effect
for the benefit of the Lender until payment in full of the Obligations, (ii) be
jointly and severally binding upon each Pledgor, its successors and assigns and
(iii) inure, together with the rights and remedies of the Lender hereunder, to
the benefit of the Lender and its successors, transferees and assigns.
SECTION 15. GOVERNING LAW.
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK OF THE UNITED STATES OF AMERICA.
SECTION 16. Severability.
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In case any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and the parties hereto shall enter into good faith
negotiations to replace the invalid, illegal or unenforceable provision.
SECTION 17. Indemnity.
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(a) Each Pledgor agrees to indemnify the Lender from and against any and
all claims, losses and liabilities growing out of or resulting from (i) the
Lender's exercise of any of its rights or powers under this Agreement (including
enforcement of this Agreement) or (ii) any refund or adjustment of any amount
paid or payable to the Lender under or in respect of any of the Pledged
Collateral, or any interest thereon, that may be ordered or otherwise required
by any person.
(b) Each Pledgor shall promptly upon demand pay to the Lender the amount of
any and all expenses, including the fees and expenses of counsel and of any
experts and agents that the Lender may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or the
collection from or other realization upon, any of the Pledged Collateral, (iii)
the exercise or enforcement of any of the rights of the Lender hereunder or (iv)
the failure by such Pledgor to perform or observe any of the provisions hereof.
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SECTION 18. Headings Descriptive.
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Paragraph headings have been inserted in this Agreement as a matter of
convenience for reference only and it is agreed that such paragraph headings are
not a part of this Agreement and shall not be used in the interpretation of any
provision of this Agreement.
SECTION 19. Counterparts.
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This Agreement may be executed in one or more duplicate counterparts and
when signed by all of the parties listed below shall constitute a single binding
agreement.
SECTION 20. CERTAIN WAIVERS.
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EACH PLEDGOR WAIVES ALL RIGHTS OF NOTICE AND HEARING OF ANY KIND PRIOR TO
THE EXERCISE OF RIGHTS BY THE LENDER FROM AND AFTER AN EVENT OF DEFAULT AND
PURSUANT TO THE TERMS HEREOF TO REPOSSESS WITH JUDICIAL PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON THE PLEDGED COLLATERAL. EACH PLEDGOR WAIVES THE POSTING OF
ANY BOND OTHERWISE REQUIRED OF THE LENDER IN CONNECTION WITH ANY JUDICIAL
PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON THE
PLEDGED COLLATERAL, TO ENFORCE ANY JUDGMENT OR OTHER SECURITY FOR THE
OBLIGATIONS, TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
THE LENDER OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER,
PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER AGREEMENT OR
DOCUMENT BETWEEN ANY PLEDGOR AND THE LENDER.
SECTION 21. WAIVER OF JURY TRIAL.
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EACH PLEDGOR HEREBY IRREVOCABLY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN), OR ACTIONS OF SUCH PLEDGOR. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE LENDER TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR OTHER
MODIFICATIONS OF THIS AGREEMENT.
SECTION 22. Consent to Jurisdiction.
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(a) Any legal action or proceeding by or against either Pledgor or with
respect to or arising out of this Agreement may be brought in or removed to the
courts of the State of New York, in and for the County of New York, or of the
United States of America for the Southern District of New York. By execution
and delivery of this Agreement, each Pledgor accepts, for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
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aforesaid courts for legal proceedings arising out of or in connection with this
Agreement. The Pledgor hereby waives any right to stay or dismiss any action or
proceeding under or in connection with this Agreement or any other Loan Document
brought before the foregoing courts on the basis of forum non-conveniens.
(b) Prior to the Closing Date, each Pledgor shall irrevocably designate and
appoint an agent satisfactory to the Lender for service of process in The City
of New York, New York as its authorized agent to receive, accept, and forward on
its behalf service of process in any such proceeding, and shall provide the
Lender with evidence of the prepayment in full of the fees of such agent. Each
Pledgor agrees that service of process, writ, judgment, or other notice of legal
process upon said agent shall be deemed and held in every respect to be
effective personal service upon it. Each Pledgor shall maintain such
appointment (or that of a successor satisfactory to the Lender) continuously in
effect at all times while the Pledgor is obligated under this Agreement.
Nothing herein shall affect the Lender's right to serve process in any other
manner permitted by applicable law.
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IN WITNESS WHEREOF, each of the undersigned has caused this Pledge
Agreement to be duly executed and delivered as of the date first above written.
_____________________________
Xxxxxxx X. St. Laurent
_____________________________
Xxxxxxx X. St. Laurent, III
AGREED AND ACCEPTED:
GATEWAY COMPANIES, INC.
By:__________________________
Name:
Title:
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Exhibit A
to Pledge Agreement
Pledged Shares
For Xxxxxxx X. St. Laurent:
Four hundred thousand (400,000) shares of the common stock of Vitech
America, Inc.
Certificate Numbers:
For Xxxxxxx X. St. Laurent:
Five hundred thousand (500,000) shares of the common stock of Vitech
America, Inc.
Certificate Numbers:
