Exhibit 10.2
FORBEARANCE AGREEMENT
This Forbearance Agreement (the "Agreement") is made and entered into
effective as of the 9th day of June, --- 2004, by and between Presidion
Solutions, Inc. (formerly known as Affinity Business Services, Inc.) ("PSI"),
and ABS IV, Inc (formerly known as Amfinity Business Solutions, Inc.), Paradyme,
Inc. (formerly known as Amfifnity H.R. Solutions, Inc.), and Paradyme National
Insurance Brokers, Inc., (together, the "Paradyme Parties"). Presidion
Corporation ("Presidion"), Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxxx, and Xxxx X.
Xxxxxxx, XX (together the "Guarantors", and together with the Paradyme Parties
and Presidion, the "Presidion Parties"), and Amfinity Capital, L.L.C. ("Amcap")
and Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxx X. Xxx, and Xxxxxxx X. Xxxxxx
("Sellers", and together with Amcap, the "Amcap Parties") and Xxxxxxxxx Holding
Co., Inc. ("HHC").
WHEREAS, PSI as the buyer and the Amcap Parties as the sellers are parties
to a Stock Purchase Agreement with an Effective Date of January 1, 2002 (the
"SPA");
WHEREAS, the Presidion Parties and the Amcap Parties are parties to Release
and Settlement Agreements with Effective Dates of April 30, 2002, January 15,
2003 and April 15, 2003 (the "R&SAs");
WHEREAS, PSI and Xxxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx (collectively
"Xxxxxxxxx") are parties to a Third Replacement Promissory Note dated April 15,
2003 (the "Note");
WHEREAS, the Xxxxxxxxx have alleged PSI is in default under the Note, as
set forth in the Default Letter dated May 14, 2004, from the Xxxxxxxxx counsel
Xxxx X. Xxx to PSI that alleges certain defaults by PSI (the "Specified Events
of Default");
WHEREAS, subject to the terms and conditions set forth herein, Xxxxxxxxx
have agreed to the proposal of the Presidion Parties to forbear from collection
on the Note in strict accordance with the terms set forth herein (the
"Forbearance");
NOW, THEREFORE, the parties agree as follows:
1. Forbearance. Provided that no "Forbearance Default" (as such term is
defined below) occurs and the Condition Precedent set forth in Section 2 below
have been met, the Xxxxxxxxx hereby agree to refrain, through July 15, 2004 (the
"Termination Date"), from exercising any of its rights and remedies under the
Note or under any other Agreement between the parties securing or guaranteeing
the Note that may exist by virtue of the Specified Events of Default.
2. Conditions Precedent. The following are conditions precedent to the
effectiveness of this Agreement:
(a) All accrued interest on the Note must be paid upon execution of
this Agreement (including any additional interest related to the increase
of the Note's interest rate to the default rate as set forth in Section 3
below).
(b) PSI shall pay Amcap $45,000 as final payment under the Consulting
Agreement between PSI and Amcap (the "Consulting Agreement").
(c) Presidion shall issue 3,000,000 new shares of Presidion common
stock to Amcap in satisfaction of Section 3 of the April 15, 2003, Release
and Settlement Agreement and shall have instructed its Transfer Agent to
issue the original certificate and have it delivered to Amcap.
(d) Presidion shall issue 500,000 new shares of Presidion common stock
to the Xxxxxxxxx or their assignee(s) and shall have instructed its
Transfer Agent to issue the original certificate and have it delivered to
Amcap for distribution to the Xxxxxxxxx or their assignee(s).
(e) Presidion and PSI are Solvent on the date of execution of this
Agreement. As used in this Agreement, "Solvent" means, with respect to
Presidion and PSI, that at the time of determination with respect to such
entity:
(i) its assets, at a fair valuation, are in excess of the total
amount of its debts;
(ii) the present fair saleable value of its assets is greater
than its probable liability on its existing debts as such debts become
absolute and matured;
(iii) it is then able and expects to be able to pay its debts
(including contingent debts and other commitments) as they mature; and
(iv) it has capital sufficient to carry on its business as
conducted and as proposed to be conducted.
All of the foregoing conditions must be fulfilled on or before 5:00 P.M. Central
time on Friday, June 11, 2004, or this Agreement shall be null and void.
3. Default Interest. The parties agree that the rate of interest on the
Note has been increased to the Note default rate of fourteen percent (14%) per
annum ("Default Rate") beginning January 15, 2004. All unpaid interest arising
from the difference between the default rate and the normal interest rate (at
which rate PSI has making interest payments) shall be paid to Xxxxxxxxx as set
forth in Section 2(a) above. The Default Rate shall remain in effect until the
Note has been paid in full or otherwise satisfied; provided, however, if the
Note is not paid in full or otherwise satisfied by July 15, 2004, the rate of
interest shall increase to eighteen percent (18%) per annum (or, if less, the
maximum interest rate allowable under applicable law) from and after July 15,
2004.
4. Issuance of Additional Stock. Unless PSI has paid the Note in full or
otherwise satisfied the Note by June 15, 2004, the Xxxxxxxxx or their
assignee(s) will be issued an additional 10,000 shares of the common stock of
Presidion for each business day after June 15, 2004 through the Termination Date
(the "Daily Issuance") that the Note remains unpaid or has not been otherwise
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satisfied, up to a maximum of 300,000 shares. Beginning on Monday June 21, 2004,
and continuing each Monday thereafter through Monday July 19, 2004, Presidion
will request that its Transfer Agent issue a certificate to the Xxxxxxxxx or
their assignee(s) for the number of Daily Issuance Shares that were required to
be issued in the prior week. If any portion of the Note is paid or otherwise
satisfied the Daily Issuance of these shares shall be reduced pro rata, i.e. if
the Note balance is reduced by 50% the Daily Issuance shall be reduced to 5,000
shares per business day. No further Daily Issuances shall be made after the
Termination Date. In addition, if the Note remains unpaid or has not been
otherwise satisfied on the Termination Date, Presidion will issue an additional
500,000 shares of the common stock of Presidion on the Termination Date (in
addition to, and not in place of, the Daily Issuance). Effective immediately,
until the Note has been paid in full or otherwise satisfied, Presidion shall not
issue additional shares of the common stock of Presidion (or agree to issue such
shares pursuant to warrants or otherwise) to any person other than an Amcap
Party unless:
(a) the shares are being issued to a third party (i.e. not to any of
the Guarantors, their agents or a related person) pursuant to a warrant
that was issued prior to the date hereof and which has been properly and
fully disclosed in Presidion's filings with the U.S. Securities and
Exchange Commission; or
(b) the shares, warrants or options are issued to Mercator Advisory
Group, LLC and /or its subsidiaries and affiliates (together, "Mercator")
in a transaction that does not meet the conditions set forth in Section
4(a) above, the total number of shares issued (or to be issued after the
exercise of warrants or options) to Mercator on a cumulative basis with all
other issuances authorized under this Section 4(b) does not exceed Two
Hundred and Fifty Thousand (250,000), and the purchase price (or warrant or
option exercise price) for such shares is not less than One Dollar ($1.00)
per share; or
(c) the shares or warrants are issued to Xxxxxxxx Capital Corp. or
their assignees as fees for services under and in accordance with the terms
(only as of the date hereof and not as it may be amended in the future) of
the Engagement Agreement between Xxxxxxxx and Presidion dated November 25,
2003; or
(d) such shares are being purchased by a third party for a fair value
and the Xxxxxxxxx have been given a reasonable opportunity to purchase such
shares on the same terms as such third party and have declined such
opportunity in writing.
If Presidion issues shares without complying with the foregoing requirements,
then Presidion shall simultaneously issue additional shares to the Hendricks,
Stentz, and Amcap (and their assignees) to prevent any dilution to the Presidion
stock held by each of them.
5. Registration Rights Agreement. Without additional consideration, all
outstanding shares of Presidion that have been previously issued to any Amcap
Party and all new shares of Presidion that are to be issued as set forth in this
Agreement shall be subject to an agreement granting the Hendricks, Stentz, and
Amcap (and their assignees) registration rights as set forth in Exhibit A (the
"Registration Agreement").
6. Alternative Financing. Through July 15, 2004, Xxxxxxxxx and PSI shall
continue discussing the possibility of converting all or a portion of the Note
to shares of Presidion. However, nothing herein shall obligate the Xxxxxxxxx to
convert all of any portion of the Note
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into shares of Presidion. The Presidion Parties shall keep the Xxxxxxxxx fully
informed of all attempts by any Presidion Party to obtain additional funding for
the operations of Presidion (and its direct and indirect subsidiaries) and/or
repayment of the Note, including but not limited to any discussions with
Highbridge/Xxxxx Special Opportunities Fund, L.P. and/or its affiliates and
designees, and shall provide the Xxxxxxxxx will copies of all correspondence
received or sent by any of the Presidion Parties in connection with the
foregoing. All such information shall be subject to the Confidentially Agreement
between Presidion and Amcap dated ______, 2004.
7. Term and Termination of Forbearance. Unless the Note has been paid in
full or otherwise satisfied on or before the Termination Date, the Forbearance
shall end on the Termination Date. Additionally, the Xxxxxxxxx may terminate the
Forbearance immediately, without prior notice to PSI, upon occurrence of any of
the following events (each a "Forbearance Default"):
(a) either PSI of Presidion ceases to be Solvent or makes an
assignment for the benefit of creditors, or a voluntary or involuntary case
in bankruptcy, receivership or insolvency is commenced by or against either
PSI or Presidion; or
(b) A levy, writ of attachment, garnishment, execution or similar
process is issued against or placed upon either PSI or Presidion or any
property of either PSI or Presidion; or
(c) PSI fails to keep the Strategic Bancorp letter of credit
(the"LOC") in force and effect in an amount equal to the unpaid balance of
this Note and/or any Amcap Party receives a notice of termination or
nonrenewal of the LOC; or
(d) Any Presidion Party materially violates this Agreement or the
Registration Agreement.
8. No Waiver. Nothing in this Agreement shall be construed as a waiver of
or acquiescence to any other Event of Default which shall continue in existence,
subject only to the agreement of Xxxxxxxxx, as set forth herein, not to enforce
the remedies available to Xxxxxxxxx for a limited period of time with respect to
the Specified Events of Default. Except as expressly provided herein, the
execution and delivery of this Agreement shall not: (a) constitute an extension,
modification, or waiver of any aspect of the Note or any other documents; (b)
extend the terms of the Note or the due date of any of the obligations
thereunder or in any other agreement between any of the Presidion Parties and
any of the Amcap parties; (c) give rise to any obligation on the part of
Xxxxxxxxx to extend, modify or waive any term or condition of the Note or any
other agreement between the Xxxxxxxxx and any of the Presidion Parties; or (d)
give rise to any defenses or counterclaims to the right of Xxxxxxxxx to compel
payment of the Note or to otherwise enforce its rights and remedies under any
other agreement with any of the Presidion Parties. Except as expressly limited
herein, Xxxxxxxxx hereby expressly reserves all of their rights and remedies
under the Note and all other agreements with any of the Presidion Parties and
under applicable law with respect to the Specified Events of Default. From and
after the Termination Date (or any earlier date following a Forbearance
Default), Xxxxxxxxx shall be entitled to enforce the Note according to the
original terms thereof.
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9. Strict Compliance. The Xxxxxxxx'x failure, at any time or times
hereafter, to require strict performance by Presidion Parties with any provision
or term of this Forbearance shall not waive, affect or diminish any right of the
Xxxxxxxxx thereafter to demand strict compliance and performance therewith. Any
suspension or waiver by the Xxxxxxxxx of a Specified Event of Default or any
other Event of Default shall not, except as may be expressly set forth herein,
suspend, waive or affect any Specified Event of Default or any other event of
default, whether the same is prior or subsequent thereto and whether of the same
or of a different kind or character. None of the undertakings, agreements,
warranties, covenants and representations of the Presidion Parties contained in
this Agreement, the Note or any of the other agreements between the parties, and
no Specified Event of Default or other Event of Default shall be deemed to have
been suspended or waived by Xxxxxxxxx unless such suspension or waiver is in
writing and signed by the Xxxxxxxxx.
10. No Waiver of Specified Events of Default. Each Presidion Party
acknowledges and agrees that no Specified Event of Default shall be deemed to be
waived, cured or eliminated by this Agreement. Each Presidion Party agrees that,
during the term of the Forbearance, the Xxxxxxxxx shall not be required to issue
any notices otherwise required by the Note with respect to any Specified Event
of Default.. Nothing set forth in this Agreement shall be deemed to be an
admission by any Presidion Party that any Specified Event of Default is an
actual Event of Default under the Note.
11. Consulting Agreement. The Consulting Agreement is hereby terminated
immediately upon the date this Agreement becomes effective (and only after
fulfillment of the condition precedent set forth in Section 2(b) above).
12. Cooperation. Without charge, (except for reimbursement of its
reasonable out of pocket expenses for travel costs incurred as a result of the
request of the Amcap Parties) the Presidion Parties shall fully cooperate, and
shall cause their respective employees to fully cooperate, in the furtherance of
the interests of Amcap and/or the Xxxxxxxxx in recovering any assets related to
Paradyme Human Resources Corporation (or its subsidiary Paradyme Employer
Resources, Inc.) or ABS IV, Inc., and its subsidiaries, including insurance
receivables due from the Hartford.
13. Reaffirmation of Duties and Obligations. The Presidion Parties hereby
reaffirm all of their duties and obligations under the SPA, the R&SAs and each
and every document entered into in connection therewith, including but not
limited to their obligations under the Note, the Guarantors' obligations under
the Guarantees, and the Paradyme Parties' Obligations under the Security
Agreements, and the Presidion Parties agree that such duties and obligations
remain in full force and effect except to the extent the same may have been
specifically modified in this Agreement (in which case the same remain in full
force and effect as modified). The Amcap Parties shall grant the Presidion
Parties a release from such duties and obligations only in the event that (a)
the Note has been paid in full and (b) all other duties and obligations of the
Presidion Parties to the Amcap Parties have been met or complied with in full.
14. Release. The Presidion Parties, for each of themselves and for their
respective assigns, agents, employees, trustees, receivers, corporations,
successors, attorneys, representatives, heirs, executors, administrators and any
other persons or entities who may claim though them, hereby
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release and forever discharge each of the Amcap Parties and all of their
respective assigns, agents, employees, trustees, receivers, corporations,
parents, affiliates, subsidiaries, predecessors, successors, shareholders,
officers, directors, partners, attorneys, representatives, heirs, executors,
administrators and each of them, of and from any and all manner of action or
actions, cause or causes of action, in law or in equity, suits, debts, liens,
security interest, claims, demands, damages, losses, costs or expenses of any
nature whatsoever, known or unknown, suspected or unsuspected, fixed or
contingent which any one or more of the Presidion Parties at any time heretofore
ever had, owned or held, or which any one or more of the Presidion Parties now
has, owns or holds, or which any one or more of the Presidion Parties may have
ever had, by reason of any matter, cause, fact, thing, act or omission
whatsoever from the beginning of time to the date of this Agreement including,
without limiting the generality of the foregoing, any and all claims and causes
of the action arising out of, based upon or relating to the SPA or the Note.
15. Warranty and Indemnification Regarding Non-Assignment of Claims. Each
Presidion Party hereby represents and warrants that he/it/they is the sole and
rightful owner of all right, title and interest in and to every claim and other
matter which he/it/they releases herein and has not heretofore assigned or
otherwise transferred, and shall not assign or otherwise transfer any interest
in any claim which he/it/they may have against any other party, or any party's
respective parents, affiliates, subsidiaries, predecessors and each other person
or entity released and discharged pursuant to Section 14 of this Agreement,
including, without limitation, any claims or causes of action which may be
alleged by any party. Each Presidion Party agrees to indemnify and hold each
Amcap Party and each other person or entity released pursuant to the Section 14
hereof, harmless from any liabilities, claims, demands, damages, costs, expenses
and attorney's fees incurred as a result of any person or entity asserting any
claim or cause of action based upon any such assignment or transfer or purported
assignment or transfer, or any such lien, change or encumbrance.
16. Covenant not to Xxx. The Presidion Parties covenant and agree not to
bring any claim, action, suit or proceeding against the other party hereto
regarding the matters settled, released and dismissed hereby, including, but not
limited to, any claim, action, suit or proceeding raised or that could have been
raised, and each party covenants and agrees not to bring any claim, action,
suit, or proceeding against any other party hereto regarding the matters settled
and released hereby, including, but not limited to, any claim, action, suit or
proceeding raised or that could have been raised in a lawsuit, and each party
further covenants and agrees that this Agreement is a bar to any such claim,
action, suit or proceeding. Suit may be brought by any party to enforce the
provisions of this Agreement.
17. Attorneys' Fees. If there is an action between any partied hereto
based upon this Agreement, the prevailing party(s) in the action shall be
entitled to his/its/their reasonable attorneys' fees and cost incurred therein.
18. Representation by Counsel. The parties hereto acknowledge that they
have been represented, or have had the opportunity to be represented by counsel.
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19. No Admission of Liability. This Agreement effects the settlement of
all claims which are denied and contested, and nothing contained herein shall be
construed as an admission by any party hereto of any liability of any kind to
any other party or to any other person or entity.
20. Governing Law. This Agreement is executed and delivered within the
State of Florida, and the rights and obligations of the parties hereunder shall
be construed and enforced in accordance with, and governed by, the laws of the
State of Florida.
21. Further Representation and Warranties. Each party hereto represents
and warrants to each other party hereto and agrees with each other party hereto,
as follows:
(a) He/it/they have authority to execute this Agreement and bind the
person or entity on whose behalf he/it/they purport to execute it.
(b) This Agreement is the result of arms length negotiations between
the parties.
(c) He/it/they intend this Agreement to be final and binding between
and among the parties hereto, including their heirs, successors and
assigns. He/it/they relies upon the finality of this Agreement as a
material factor inducing him/it/they to execute this Agreement.
(d) He/it/they will not take any action which would interfere with the
performance of this Agreement by any other party hereto or which adversely
affects the benefits to be received hereunder.
(e) Presidion and PSI represent that they are Solvent as of the date
hereof.
22. Integration. This Agreement constitutes a single integrated written
agreement expressing the entire agreement and understanding between the parties
hereto concerning the subject matter hereof and supersedes and replaces all
prior negotiations and/or proposed agreements, written or oral.
23. No Representations or Warranties other then Those in this Agreement.
Each of the parties to this Agreement acknowledges that no other party, nor any
agent or attorney of any other party has made any promise, representation or
warranty whatsoever, express or implied, not contained herein concerning the
subject matter hereof, to induce him or it to execute this Agreement, and
acknowledges that he or it has not executed this instrument in reliance on any
such promise, representation or warranty not contained herein, and further
acknowledges that there have been and are no other agreements or understandings
between the parties relating to the settled disputes.
24. Further Documents. Each party agrees it will execute or cause to be
executed such other documents needed to carry out the purposes of this
Agreement. It is understood that should it develop that there are any mistakes
in this Agreement which would cause the release and discharge of any party to be
defective or less then complete, or it is declared unenforceable by a court or
arbitrator, then the parties shall execute any and all
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other documents and so any and all other things necessary to effect a full,
final and complete release of all claims or possible claims in connection with
the matters set forth in this Agreement.
25. Miscellaneous Provisions.
(a) Captions. The captions or headings at the beginning of each
section, paragraph or subparagraph of this Agreement are for the
convenience of the parties only and are not to be construed as defining,
limiting or expanding, in any way, the scope or intent of the provisions of
this Agreement.
(b) Amendment. This Agreement can be waived, changed, discharged,
terminated or modified only by an instrument in writing signed by the party
against whom enforcement of any such waiver, change, discharge, termination
or modification is sought.
(c) Invalidity of Provision. If any provision of this Agreement is by
law unenforceable or void, such unenforceability or voidness shall not
affect the other provisions of this Agreement, all of which shall remain in
full force and effect.
(d) Gender and Number. In this Agreement (unless the context requires
otherwise) the masculine, feminine and neuter genders and the singular and
plural shall be deemed and considered to include one another, as
appropriate.
(e) Counterparts. This Agreement can be executed in two or more
counterparts, each of which shall be considered an original and all of
which shall together constitute one and the same instrument.
(f) Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the heirs, permitted assigns and successors in interest
of the parties hereto.
(g) Time of Essence. Time is of the essence in every obligation and
duty of the parties under this Agreement.
(h) Authority. If any person is signing this Agreement in any capacity
other than as a natural person, then such a person signing this Agreement
represents and warrants to all parties to this Agreement that such
execution has been duly authorized and empowered by all necessary corporate
or partnership or other action.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the date and year first written above.
THE PRESIDION PARTIES:
PRESIDION SOLUTIONS, INC.,
PRESIDION CORPORATION
ABS IV, INC.,
PARADYME, INC., and
PARADYME NATIONAL INSURANCE BROKERS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxxx
Their: President
/s/ Xxxxx X. Xxxxxx
-------------------
Xxxxx X. Xxxxxx, individually as Guarantor of PSI
/s/ Xxxx X. Xxxxxxx, XX
-----------------------
Xxxx X. Xxxxxxx, XX, individually as Guarantor of PSI
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxxx, individually as Guarantor of PSI
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THE AMCAP PARTIES:
AMFINITY CAPITAL, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Its: President
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Xxxxx X. Xxxxxxxxx, individually
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx, individually
/s/ Xxxx X. Xxx
---------------
Xxxx X. Xxx, individually
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, individually
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STATE OF MICHIGAN)
)
COUNTY OF OAKLAND)
Before me, the undersigned, in and for said county and state, personally
appeared Xxxxx X. Xxxxxxxxxx, whose name as President of Presidion Solutions,
Inc., a Florida corporation, Presidion Corporation, a Florida Corporation, ABS
IV, Inc., a Delaware corporation, Paradyme, Inc., a Florida corporation and
Paradyme National Insurance Brokers, Inc., a Georgia corporation, signed the
foregoing RELEASE AND SETTLEMENT AGREEMENT, and who is known to me, acknowledged
before me that he, as such officer and with full authority, executed the same
voluntarily for and as the official act of said corporations.
Sworn to and subscribed before me this the 9th day of June, 2004.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
(SEAL) My commission expires: _________
XXXXX X. XXXXXXXXX
Notary Public, Macomb County, MI
Acting in Oakland County, MI
My Commission Expires January 28, 0000
XXXXX XX XXXXXXXX)
)
COUNTY OF OAKLAND)
I, the undersigned, in and for said county and state, hereby certify that
Xxxxx X. Xxxxxxxxxx, whose name is signed to the foregoing instrument, and who
is known to me, acknowledged before me that he/she, being informed of the
contents of said instrument, executed the same voluntarily, sworn to and
subscribed before me this 9th day of June, 2004.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
(SEAL) My commission expires: __________
XXXXX X. XXXXXXXXX
Notary Public, Macomb County, MI
Acting in Oakland County, MI
My Commission Expires January 28, 0000
00
XXXXX XX XXXXXXXX)
)
COUNTY OF OAKLAND)
I, the undersigned, in and for said county and state, hereby certify that
Xxxxx X. Xxxxxx, whose name is signed to the foregoing instrument, and who is
known to me, acknowledged before me that he/she, being informed of the contents
of said instrument, executed the same voluntarily, sworn to and subscribed
before me this 9th day of June, 2004.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
(SEAL) My commission expires: _________
XXXXX X. XXXXXXXXX
Notary Public, Macomb County, MI
Acting in Oakland County, MI
My Commission Expires January 28, 0000
XXXXX XX XXXXXXXX)
)
COUNTY OF OAKLAND)
I, the undersigned, in and for said county and state, hereby certify that
Xxxx X. Xxxxxxx, XX, whose name is signed to the foregoing instrument, and who
is known to me, acknowledged before me that he/she, being informed of the
contents of said instrument, executed the same voluntarily, sworn to and
subscribed before me this 9th day of June, 2004.
/s/ Xxxxx X. Xxxxxxxxx
----------------------
Notary Public
(SEAL) My commission expires: ___________
XXXXX X. XXXXXXXXX
Notary Public, Macomb County, MI
Acting in Oakland County, MI
My Commission Expires January 28, 2006
12
STATE OF WI)
)
COUNTY OF ROCK)
Before me, the undersigned, in and for said county and state, personally
appeared Xxxxxxx X. Xxxxxx, whose name as President of Amfinity Capital, L.L.C.,
a Delaware limited liability company, signed the foregoing RELEASE AND
SETTLEMENT AGREEMENT, and who is known to me, acknowledged before me that he, as
such officer and with full authority, executed the same voluntarily for and as
the official act of said limited liability company.
Sworn to and subscribed before me this 8th day of June, 2004.
/s/
------------------------------------
Notary Public
(SEAL) My commission expires: Aug. 27, 2006
13
STATE OF WI)
)
COUNTY OF ROCK)
I, the undersigned, in and for said county and state, hereby certify that
Xxxxx X. Xxxxxxxxx, whose name is signed to the foregoing instrument, and who is
known to me, acknowledged before me that he/she, being informed of the contents
of said instrument, executed the same voluntarily, sworn to and subscribed
before me this 8th day of June, 2004.
/s/
------------------------------------
Notary Public
(SEAL) My commission expires: Aug. 27, 2006
STATE OF WI)
)
COUNTY OF ROCK)
I, the undersigned, in and for said county and state, hereby certify that
Xxxxxxx X. Xxxxxxxxx, whose name is signed to the foregoing instrument, and who
is known to me, acknowledged before me that he/she, being informed of the
contents of said instrument, executed the same voluntarily, sworn to and
subscribed before me this 8th day of June, 2004.
/s/
------------------------------------
Notary Public
(SEAL) My commission expires: Aug. 27, 2006
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STATE OF WI)
)
COUNTY OF ROCK)
I, the undersigned, in and for said county and state, hereby certify that
Xxxx X. Xxx, whose name is signed to the foregoing instrument, and who is known
to me, acknowledged before me that he/she, being informed of the contents of
said instrument, executed the same voluntarily, sworn to and subscribed before
me this 8th day of June, 2004.
/s/
------------------------------------
Notary Public
(SEAL) My commission expires: Aug. 27, 2006
STATE OF WI)
)
COUNTY OF ROCK)
I, the undersigned, in and for said county and state, hereby certify that
Xxxxxxx X. Xxxxxx, whose name is signed to the foregoing instrument, and who is
known to me, acknowledged before me that he/she, being informed of the contents
of said instrument, executed the same voluntarily, sworn to and subscribed
before me this 8th day of June, 2004.
/s/
--------------------------------
Notary Public
(SEAL) My commission expires: Aug. 27, 2006
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