CONSULTING SERVICES AGREEMENT
Exhibit
99.2
This
Consulting Services Agreement ("Agreement")
is
made
as of January 1, 2006, by and between Xxxxxxx Properties, L.P., a Maryland
limited partnership and Xxxxxxx Properties, Inc., a Maryland corporation
(collectively, "Company")
and
Xxxxxxx X. Xxxxxxxxx ("Consultant").
Company
and Consultant are sometimes collectively referred to herein as the "Parties"
and
individually as a "Party,"
and
Company and its affiliates are sometimes referred to herein collectively
as the
"Company."
WHEREAS,
Company is a full service, public real estate company doing business primarily
in Southern California, and the owner of a portfolio of office buildings
and
land held for development;
WHEREAS,
Consultant is a highly experienced real estate executive and a former senior
officer of Company, with unique knowledge and expertise concerning the assets,
development entitlements, business strategy, and management of
Company;
WHEREAS,
Company is now actively evaluating and pursuing numerous potential developments,
acquisitions, and other major strategic opportunities, and desires to utilize
the services of Consultant to assist the Company in those matters;
WHEREAS,
Consultant desires to provide the Company with services relating to such
activities;
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties hereby agree as follows:
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1.
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Engagement: The
Company hereby engages Consultant, and Consultant agrees to provide
certain consulting services to the Company, in accordance with
the terms
of this Agreement.
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2.
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Effective
Date/Term:
This Agreement shall become effective immediately upon the effective
date
of the resignation of Consultant as an officer and employee of
Company
pursuant to that certain Separation Agreement between Company
and
Consultant dated December 12, 2005 ("Separation
Agreement"). The
term of this Agreement ("Term") shall be six (6) months from
the date of
its commencement, unless otherwise extended in writing by agreement
of the
Parties or unless terminated earlier in accordance with the terms
hereof.
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3. Services
To Be Provided: Consultant
shall provide services to the Company ("Consulting
Services") with
regard to the following activities:
· Assist
Company in closing the pending Xxxxxxx Macquarie Office joint venture as
expeditiously as possible and in venture management matters.
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·
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Assist
Company in evaluating and managing its development and entitlement
properties pipeline, including planning and entitlement activities,
preparation of construction budgets and schedules, and execution
of
development strategies.
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·
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Assist
Company in completing all pre-construction approvals and other
requirements for the 3161 Xxxxxxxxx Project at Park Place,
Irvine.
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·
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Assist
Company with pre-development activities relating to new project
opportunities at the San Diego Tech
Project.
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·
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Assist
Company in strategy and negotiations with major lead tenant prospects
for
new developments.
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·
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Assist
Company in its consideration of acquiring the option properties
owned by
affiliates of Xxxxxx X. Xxxxxxx
III.
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·
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Assist
Company in preparation and completion of Master Plan for Park Place,
Irvine.
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·
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Assist
Company in developing and executing a plan for the sale of the
remaining
residential entitlements at Park Place, Irvine.
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·
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Assist
Company in management transition and succession
matters.
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·
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Participate
in such other meetings, discussions, and activities as are consistent
with the foregoing matters and as agreed upon by Company and
Consultant from time to time.
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4.
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Non-Exclusive
Relationship. The
Consulting Services being provided by Consultant are on a non-exclusive
basis, and Consultant shall be entitled to perform or engage in
any
activity that is not competitive with Company and not inconsistent
with or
otherwise prohibited by this Agreement or by the surviving provisions
of
Consultant's Employment Agreement with Company. However, Consultant
shall
devote sufficient time and effort during the Term of this Agreement
to
provide the services to be provided to the Company
hereunder.
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5. Compensation. Consultant
shall be paid as follows for the Consulting Services provided
hereunder:
· Hourly
Rate: Company
shall pay Consultant at the rate of $300.00 per hour in providing the Consulting
Services hereunder. Consultant shall submit an invoice on a monthly basis,
reasonably detailing time expended and a description
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of
the
nature of the activities. Company shall pay Consultant within thirty (30)
days
of submission of an invoice.
· Minimum
Consulting Fee: On
July
15, 2006, Company shall pay Consultant a lump sum payment of One Million
Five
Hundred Thousand Dollars ($1,500,000) as the Minimum Consulting Fee for
Consultant's services under this Agreement.
· Contingent
Success Fees. In
addition to the Minimum Consulting Fee and the hourly fees payable to Consultant
for his services under this Agreement, Company shall pay Consultant a contingent
success fee of $250,000 ("Success
Fee") for
the
successful completion of each of the following specified development and
acquisition tasks by Consultant on behalf of the Company (i.e, a separate
$250,000 Success Fee for the completion of each of these six specified
tasks for
an aggregate total of possible Success Fees of $1,500,000), with each such
Success Fee to be paid to Consultant within thirty (30) days after the
completion of each relevant task specified below:
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n
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Close
MOF Transaction. Close
and fund the transaction between the Company and Macquarie Office
for the
formation of Xxxxxxx Macquarie Office, LLC, a Delaware limited
liability
company;
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3161
Xxxxxxxxx Development. Assist
Company in completing all final construction approvals for the
development
of a new office building at 3161 Xxxxxxxxx at Park Place. This
task will
be completed upon issuance of a core and shell building permit
or its
equivalent.
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San
Diego Tech Center. Assist
the company in completing the governmental entitlement process
for
development of a new office building at the San Diego Tech Center
project.
This task will be completed upon the issuance of a building permit
or
other reasonable evidence of planning
approvals.
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Option
Properties. Prepare
complete presentation packages on each option property owned by
Xxxxxx X.
Xxxxxxx III, including 1733 Ocean, Western Asset Plaza, Water's
Edge, as
well as Solana. Consultant will organize the process for consideration
of
the acquisition of each of these properties by the Board of Directors
of
the Company in a thorough manner, and this task shall be completed
upon
doing so. It is agreed that Consultant's completion of this task
is not
dependent on the Board's final approval of the acquisition of any
or all
of the option properties.
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3
n Park
Place Master Plan. Complete
the overall Master Plan for Park Place that is currently in process, including
detail of the programmatic uses and infrastructure, all material planning
elements as to location of uses (including remaining residential uses),
projected phasing of the development (including parking issues), decisions
and
timing regarding atrium renovation. This task will be deemed completed when
the
Company adopts a final plan encompassing all of these material
elements.
n Residential
Deals at Park Place. Development
and execution of a plan to sell and/or venture the remaining 850 entitled
residential units at Park Place. This task will be completed when the Company
enters into a binding agreement for sale or joint venture with one or more
third
parties with respect to the remaining 850 entitled residential
units.
If
any of
the foregoing tasks are not completed prior to the expiration of the Term
hereof, but Consultant elects to continue to assist the Company in completing
such tasks and such tasks are completed within five (5) months after the
expiration of the Term hereof, then Consultant shall be deemed to have earned
the Success Fee as to such task when it is completed and such Success Fee
shall
be paid to Consultant within thirty (30) days after the completion of such
task
(i.e.,
by
December 31, 2006).
Consultant
shall be responsible for the payment of all taxes owed on all amounts paid
to
Consultant by Company hereunder and shall protect Company from any liability
for
the payment of any taxes of any kind with respect to the consulting fees
paid to
Consultant hereunder. Company shall provide Consultant with a Form 1099
reflecting all payments for services made to Consultant hereunder.
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6.
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Reimbursable
Costs. Company
shall reimburse Consultant in accordance with general policies
and
practices of the Company for actual and reasonable expenses incurred
in
performing the Consulting Services ("Reimbursable
Costs"), payable
within thirty (30) days of receipt of an
invoice.
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7.
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Duties
of Company. Company
shall (i) grant Consultant access to records, files, employees
and
consultants as reasonably required for Consultant to perform
the services
contemplated herein; and, (ii) pay to Consultant the amounts
due to
Consultant within the time periods specified
herein.
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8.
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Duties
of Consultant. Consultant
shall (i) dedicate such time commitment to the services hereunder
as are
reasonably necessary to perform his tasks hereunder, provided
that
Consultant may take such vacations as he deems appropriate; (ii)
comply
with all applicable federal, state and municipal laws and regulations
required to enable the Consultant to render to the
Company
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4
the
services called for herein; (iii) maintain the confidentiality of all Company
records and trade secrets to which he may have or obtain knowledge or access
pursuant to this Agreement; and, (iv) return to Company all documents and
other
material of a confidential nature upon termination of this
Agreement.
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9.
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Assignment. Neither
party shall assign any rights or delegate any obligations under
this
Agreement, except as otherwise may be agreed in writing by both
parties.
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10. Retention
of Authority. Throughout
the term of this Agreement, Company shall retain all authority and control
over
the business, policies, operations, and assets of Company. Consultant shall
not
knowingly violate any rules or policies of Company or violate any applicable
law
in connection with the performance of the Consulting Services. Company does
not,
by virtue of the Agreement, delegate to Consultant any of the powers, duties,
and responsibilities vested in the Company by law or under the organizational
documents of Company.
11. Independent
Consultant Status. In
performing the Consulting Services herein, Consultant shall at all times
be
acting as an independent contractor and not as an employee of the Company.
The
parties acknowledge that Consultant was, prior to the effective date of this
Agreement, an employee of the Company, serving as the Co-CEO and President
of
the Company, but that such employment relationship has terminated by reason
of
Consultant's voluntary resignation immediately prior to the effective date
of
this Agreement. Company and Consultant agree that Consultant will not be
an
employee of Company during the term hereof and that Consultant and not Company
shall have the authority to direct and control Consultant's performance of
his
activities hereunder. Nothing contained in this Agreement shall be construed
to
create a partnership or joint venture between Company and Consultant, nor
to
authorize either Party to act as general or special agent of the other Party
in
any respect. Consultant shall not be entitled to any employee benefits provided
by Company to its employees during the term of this Agreement; provided,
however, the Company will use commercially reasonable efforts to continue
to
include Consultant as a covered person under the Company's group health
insurance coverage during the Term of this Agreement; if, for any reason,
the
Company is unable to continue to insure Consultant under such group health
insurance plan during the Term hereof, then Consultant shall elect COBRA
coverage and the Company shall reimburse Consultant for the cost of the COBRA
coverage during the Term of this Agreement. Consultant will be provided with
the
use of an office at the headquarters of the Company during the Term hereof,
but
Consultant shall have no obligation to use such office during any specified
period and may work from any location deemed appropriate by Consultant, taking
into account his duties hereunder.
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12.
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Indemnification. Company
agrees to indemnify, defend and hold harmless Consultant from and
against
any and all claims, demands, actions, or judgments, including reasonable
attorney's fees and litigation expenses, based upon or arising
out of (i)
the good faith actions of Consultant within the scope of his authority
under this Agreement, (ii) the gross negligence or willful misconduct
of
Company or its employees, or (iii) the material breach of any provision
hereof by the Company. Consultant agrees to indemnify, defend and
hold
harmless Company from and against any and all claims, demands,
actions, or
judgments, including reasonable attorney's fees and litigation
expenses,
based upon or arising out of (i) actions by Consultant that are
not in
good faith or are outside the scope of his authority under this
Agreement,
(ii) the gross negligence or willful misconduct of Consultant,
or (iii)
the material breach of any provision hereby by Consultant, provided
that
the liability of Consultant under this clause (iii) shall be limited
to
the amount of the consulting fees earned by Consultant hereunder.
The
provisions of this Section
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shall survive the expiration or earlier termination of the Term
of this
Agreement.
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13.
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Termination/Default. This
Agreement may be terminated by the Company, by written notice of
termination to Consultant, only upon a material event of default
hereunder
by Consultant. For purposes hereof, Consultant shall be in a material
event of default hereunder if Consultant (i) willfully breaches
a material
provision of this Agreement, which breach has or will cause the
Company to
suffer a material adverse consequence (taking into account that
Consultant
has not guaranteed his ability to complete any of the specified
tasks set
forth herein), which breach continues for at least ten (10) days
after
written notice thereof from the Company specifying the default
and the
remedy expected by the Company for such default, unless the nature
of such
default is that it would reasonably require more than 10 days to
remedy,
in which case Consultant shall have an additional period of up
to thirty
(30) days to cure such default hereunder; or (ii) commits fraud,
commits a
felony, or misappropriates funds of the Company for his own benefit.
Upon
such termination hereof by Company, Consultant shall receive the
pro rata
portion of the Minimum Consulting Fee payable on July 15, 2006
and all
Contingent Success Fees earned as of the effective date of termination
("Earned
Amounts"). For
example, if Consultant is terminated after 3 months, he shall be
paid 50%
of the Minimum Consulting Fee and any Success Fees earned as of
the date
of termination. Company shall be entitled to offset any damages
suffered
by Company against any amounts remaining to be paid to Consultant
hereunder and to recover any actual damages suffered by Company,
up to the
total amount of the compensation paid to Consultant
hereunder.
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This
Agreement may be terminated by Consultant at any time, with or without cause,
by
at least thirty (30) days prior written notice to Company. If such termination
hereof by Consultant is without cause, then Consultant shall receive the
Earned
Amounts up to the date of termination and the parties shall
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have
no
further rights or obligations hereunder with respect to payments under this
Agreement. If such termination is for cause then Consultant shall be entitled
to
receive his Earned Amounts, payable as set forth in the preceding paragraph,
and
shall also be entitled to recover his actual damages arising from such default
by Company. For purposes hereof, "cause" for termination by Consultant means
Company (i) willfully breaches a material provision of this Agreement, which
breach has or will cause Consultant to suffer a material adverse consequence,
which breach continues for at least ten (10) days after written notice thereof
from Consultant specifying the default and the remedy expected by the Consultant
for such default, unless the nature of such default is that it would reasonably
require more than 10 days to remedy, in which case Company shall have an
additional period of up to thirty (30) days to cure such default hereunder;
or
(ii) commits fraud, commits a felony, or misappropriates funds of Consultant
for
its own benefit.
The
parties hereby waive any right to special, consequential or punitive damages
that may otherwise be recoverable as a result of a breach hereunder by either
party.
14. Miscellaneous.
a.
Entire
Agreement. This
Agreement, the Separation Agreement (and all documents referenced therein),
and
Consultant's Employment Agreement with the Company (to the extent the provisions
thereof are applicable following his resignation of employment) contain the
entire understanding and agreement between the parties relating to the subject
matter hereof and supersede all prior or contemporaneous negotiations,
arrangements, agreements, understandings, representations and statements,
whether oral or written, with respect to that agreement, all of which are
merged
herein and shall be of no further force or effect. No Party hereto shall
be
bound by or liable for any alleged representation, promise, inducement or
statement of intention unless set forth herein or in an instrument or other
writing delivered hereafter and signed by the Party to be bound thereby.
Each of
the Parties acknowledges and represents that, except as specifically set
forth
in this Agreement (or in the Separation Agreement or Consultant's Employment
Agreement with the Company) or in an instrument or other writing delivered
hereafter and signed by the Party to be bound thereby, such Party has not
received any representations, warranties or promises by any person as a means
of
inducing it to enter into this Agreement, and further acknowledges and
represents that it does not enter into this Agreement in reliance upon any
oral
or written representation, warranty or promise of any person or entity that
is
not specifically set forth in this Agreement or in such instrument or other
writing delivered hereafter and signed by the Party to be bound
thereby.
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b.
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Amendments. No
provision of this Agreement may be amended, modified or waived
except by a
written instrument signed by each of the Parties hereto (or, in
the case
of a waiver, by the Party against whom enforcement of the waiver
is
sought).
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c.
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Parties
in Interest. This
Agreement shall inure to the benefit of, and shall be binding
upon, the
Parties hereto and their respective heirs, successors and permitted
assigns. No transfer of any interest hereunder shall be deemed
to release
the transferor from any of its obligations hereunder. Nothing
in this
Agreement is intended to confer any right or remedy under this
Agreement
on any person other than the Parties to this Agreement and their
respective heirs, successors and permitted assigns, or to relieve
or
discharge any obligation or liability of any person to any Party
to this
Agreement, or to give any person any right of subrogation or
action over
or against any Party to this Agreement or to any affiliate thereof.
If
Consultant should die during the Term hereof, his estate shall
be paid the
Earned Amount owed to Consultant up to the date of his death,
payable as
set forth in Section
13,
after which his estate shall have no further rights or obligations
hereunder. The executor of Consultant's estate shall execute
a release in
favor of the Company from any and all other claims upon receipt
of the
Earned Amount.
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| d. | Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict-of-laws rules and principles of said State. |
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e.
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Construction
of Agreement. The
language in all parts of this Agreement shall be in all cases construed
simply according to its fair meaning and not strictly for or against
any
of the Parties hereto. Headings at the beginning of paragraphs
and
subparagraphs of this Agreement are solely for the convenience
of the
Parties, are not a part of this Agreement and shall not be used
in
construing it. When required by the context: whenever the singular
number
is used in this Agreement, the same shall include the plural, and
the
plural shall include the singular; and the masculine gender shall
include
the feminine and neuter genders and vice versa. Unless otherwise
required
by the context (or otherwise provided herein): the words "herein",
"hereof' and
"hereunder"
and
similar words shall refer to the Agreement generally and not merely
to the
provision in which such term is used; the word "person"
shall
include individual, partnership, corporation, limited liability
company,
business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority and other entity of whatever
nature;
the word "affiliate"
shall
mean, with respect to any particular person, any other person who,
directly or indirectly, controls, is under common control with
or is
controlled by the first person; each of the words "including",
"include" and
"includes"
shall
be interpreted in a non-exclusive manner as though the words
"but
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8
[is]
not
limited to" or "but without limiting the generality of the foregoing"
immediately followed the same. If the day on which performance of any act
or the
occurrence of any event hereunder is due is not a business day, the time
when
such performance or occurrence shall be due shall be the first business day
occurring after the day on which performance or occurrence would otherwise
be
due hereunder.
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f.
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Effect
of Waivers and Consents. No
waiver of any default or breach by any Party hereto shall be implied
from
any omission by a Party to take any action on account of such default
or
breach if such default or breach persists or is repeated and no
express
waiver shall affect any default or breach other than the default
or breach
specified in the express waiver, and that only for the time and
to the
extent therein stated. One or more waivers of any covenant, term
or
condition of this Agreement by a Party shall not be construed to
be a
waiver of any subsequent breach of the same covenant, term or condition.
The consent or approval by any Party shall not be deemed to waive
or
render unnecessary the consent to or approval of said Party of
any
subsequent or similar acts by a
Party.
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g.
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Counterparts. This
Agreement, and any document or instrument entered into, given or
made
pursuant to this Agreement or authorized hereby, and any amendment
or
supplement hereto or thereto may be executed in two or more counterparts,
and by each Party on a separate counterpart, each of which, when
executed
and delivered, shall be an original and all of which together shall
constitute one instrument, with the same force and effect as though
all
signatures appeared on a single document. Any signature page of
this
Agreement or of such an amendment, supplement, document or instrument
may
be detached from any counterpart without impairing the legal effect
of any
signatures thereon, and may be attached to another counterpart
identical
in form thereto but having attached to it one or more additional
signature
pages. In proving this Agreement or any such amendment, supplement,
document or instrument, it shall not be necessary to produce or
account
for more than one counterpart thereof signed by the Party against
whom
enforcement is sought.
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h.
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Attornevs'
Fees. If
any legal action or any arbitration or other proceeding is brought
for the
enforcement of this Agreement or any document or instrument entered
into,
given or made pursuant to this Agreement or authorized hereby or
thereby,
or because of an alleged dispute, breach, default, or misrepresentation
in
connection with any of the provisions of this Agreement or of such
document or instrument, the successful or prevailing Party shall
be
entitled to recover the attorneys' fees, charges and other costs
incurred
by that Party in and in connection with that action or proceeding,
in
addition to any other relief to which it may be entitled. For purposes
of
this Agreement, the term "attorneys'
fees" or
"attorneys'
fees and costs" shall
mean the fees and expenses of counsel to the
Parties
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9
hereto,
which may include printing, photocopying, duplicating and other expenses,
air
freight charges, and fees billed for law clerks, paralegals and other persons
not admitted to the bar but performing services under the supervision of
an
attorney, and the costs and fees incurred in connection with the enforcement
or
collection of any judgment obtained in any such proceeding. The provisions
of
this paragraph shall survive the entry of any judgment, and shall not merge,
or
be deemed to have merged, into any judgment.
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i.
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Severability. Should
any portion of this Agreement which is not material to the terms
of the
Agreement be declared invalid and unenforceable, then such portion
shall
be deemed to be severed from this Agreement and shall not affect
the
remainder thereof.
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j.
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Notices. All
notices, requests and demands hereunder ("Notices")
shall
be in writing and shall be deemed to have been duly given when
delivered
(or, if mailed, postage prepaid, by certified or registered mail,
return
receipt requested, on the fourth business day after mailing, if
that date
is earlier than actual delivery). Notices shall be sent to a Party
at the
address of that Party set forth below or, if such Party has furnished
notice of a change of that address as herein provided, to the address
of
that Party most recently so furnished; or if that Party has not
designated
an address to which Notices are to be sent, to the last address
of that
Party known to the Party dispatching the
Notice:
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To
Company:
Xxxxxx
X.
Xxxxxxx III
Xxxxxxx
Properties
000
X.
Xxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000
Telephone
No. (000) 000-0000
Facsimile No. (000) 000-0000
To
Consultant:
000
X.
Xxxxxx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile No.: (000)
000-0000
Each
Party hereto (a "Recipient")
who
receives from another Party hereto (a "Sender")
by
electronic facsimile transmission (telecopier) any writing which appears
to be
signed by or on behalf of that Sender is authorized to rely and act upon
that
writing in the same manner as if the original signed writing was in the
possession of the Recipient upon oral confirmation of
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that
Sender to the Recipient that the writing was signed by or on behalf of that
Sender and is intended by that Sender to be relied upon by the Recipient.
Each
Party transmitting any writing to any other Party by electronic facsimile
transmission agrees to forward immediately to that Recipient, by expedited
means
(for next day delivery, if possible), or by first class mail if the Recipient
so
agrees, the signed hard copy of that writing, unless the Recipient expressly
agrees to some other disposition of the original by the Sender.
k.
Exclusive
Jurisdiction. Without
limiting the provisions of subsection (n) below, each Party (i) agrees that
any
action arising out of or relating to this Agreement shall be brought exclusively
in the courts of the State of California or of the United States of America
for
the Southern District of California, (ii) accepts for itself and in respect
of
its property, generally and unconditionally, the jurisdiction of those courts,
and (iii) irrevocably waives any objection, including, without limitation,
any
objection to the laying of venue or based on the grounds of forum
non
conveniens, which
it
may now or hereafter have to the bringing of any action in those jurisdictions;
provided,
however, that
any
Party may assert in an action in any other jurisdiction or venue each mandatory
defense, third-party claim or similar claim that, if not so asserted in such
action, may thereafter not be asserted by such Party in an original action
in
the courts referred to in clause (i) of this paragraph.
1.
Confidentiality. Consultant
agrees that, except as otherwise set forth in this Agreement or required
to
enforce this Agreement or provided by law or unless compelled by an order
of a
court, he shall keep the contents of this Agreement and any information related
to the Offering confidential and further agrees to refrain from generating
or
participating in any publicity statement, press release, or other public
notice
regarding this Agreement or the Offering without the prior written consent
of
Company unless required under applicable law or by a court order. The provisions
of this paragraph shall survive any termination of this Agreement.
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m.
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Waiver
of Jury Trial. If
the arbitration provision in subsection (n) is found to be unenforceable
for any reason and an action or proceeding is filed in the courts
to
enforce or defend any right or claim under this Agreement, then
to the
extent permitted by law, each Party waives any right to a trial
by jury in
any such action or proceeding and agrees that any such action shall
be
tried before a court and not before a
jury.
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n.
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Arbitration. Any
controversy or claim between the parties arising out of or relating
to
this Agreement shall be decided by mandatory binding arbitration
in Los
Angeles, California, using a single arbitrator and otherwise in
accordance
with the Rules of the American Arbitration Association for commercial
arbitrations; and judgment upon any award rendered by the arbitrator
may
be entered in any court having
jurisdiction
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11
thereof.
The
arbitrator shall not have the power to award special, punitive or consequential
damages to either party.
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o.
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Representation
By Counsel. Each
of the Parties acknowledges that it or he has had the opportunity
to
consult with legal counsel of his choice prior to the execution
of this
Agreement.
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12
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date
first set forth above.
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XXXXXXX
PROPERTIES, L.P.
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a
Maryland limited partnership
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By:
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XXXXXXX
PROPERTIES, INC.,
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a
Maryland corporation
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its
sole general partner
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By:
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/s/
Xxxxxx X. Xxxxxxx III
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Xxxxxx
X. Xxxxxxx III
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Its:
Chairman and Co-CEO
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XXXXXXX
PROPERTIES, INC.
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|
a
Maryland corporation
|
||
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By:
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/s/
Xxxxxx X. Xxxxxxx III
|
|
|
Xxxxxx
X. Xxxxxxx III
|
||
|
Its:
Chairman and Co-CEO
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||
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/s/
Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxx
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Consultant
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13
