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EXHIBIT 10.60
INVESTOR RIGHTS AGREEMENT
This Agreement is made as of July 8, 1997, by and among The Zone
Network, Inc., a Washington corporation (the "Company"), Vans, Inc. a Delaware
corporation (the "Investor"), and the following holders of shares ("Shares") of
the Company's Common Stock ("Common Stock"): Skip Franklin, Xxxx Xxxxx, and Xxxx
Xxxxxxx (each a "Founder" and collectively, the "Founders"). The term "Company
Securities" as used herein includes Shares, warrants to purchase Shares
("Warrants"), stock options ("Options") and any other security issued by the
Company convertible into Common Stock.
RECITALS
A. As of the date of this Agreement, the Founders are the owners of
Shares and the Investor is purchasing Shares pursuant to a subscription
agreement between the Company and the Investor dated as of the date hereof (the
"Subscription Agreement").
B. The Company, the Investor and the Founders desire to enter into an
agreement setting forth certain rights and obligations relating to the ownership
of Company Securities.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Election of Directors.
1.1 Voting of Shares. Provided the Investor has not assigned or
otherwise transferred more than fifty percent (50%) of the Shares it purchased
pursuant to the Subscription Agreement, the Founders and their "affiliates," as
that term is defined under the Securities Act of 1933, as amended (the
"Securities Act") shall vote the Shares owned by them, or as to which they have
voting power, pursuant to the provisions of this Section 1.
1.2 Election of Directors. In elections of directors of the
Company, the Founders and their affiliates shall vote their Shares for one
candidate designated by the Investor, which the Company shall take all necessary
steps to nominate. The Founders hereby represent that they beneficially own, or
have voting control over, in the aggregate, no less than forty-one percent (41%)
of the outstanding voting securities of the Company. The total number of
directors shall be fixed at seven. The Founders shall take all actions to ensure
that the Company's Bylaws are amended to fix the number of directors at seven
and to remain at that number.
1.3 Removal or Resignation of Director and Vacancies. If a
vacancy occurs on the Board due either to the removal or the resignation of the
director elected in accordance with Section 1.2 above, the remaining directors
shall elect a nominee of the Investor. If the remaining directors fail for any
reason to elect such designee, the Founders and their affiliates shall cause a
shareholders' meeting to be held at the earliest practicable date, at which
meeting they shall vote, pursuant to this Agreement, all Shares for such
designee.
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1.4 Additional Parties. The Company shall not issue any Shares to
any party who would have voting control or legal or beneficial ownership of any
of the Company's voting securities in such an amount that would reduce the
aggregate beneficial ownership of the voting securities held by the parties to
this Agreement to less than 51% of the total outstanding voting securities of
the Company unless such party becomes a party to an agreement that requires such
party to vote all its voting securities in favor of the election of directors as
established by this Agreement, or unless otherwise approved in writing by the
Investor.
2. Right of First Offer.
2.1 Each time the Company proposes to sell Company Securities,
the Company shall give written notice ("Issue Notice") to the Investor at least
thirty (30) days prior to the closing of such proposed sale. The Issue Notice
shall describe in reasonable detail the proposed sale of Company Securities,
including, without limitation, the number and type of Company Security proposed
to be sold, the consideration to be paid, and the names of proposed offerees, if
known. The Investor shall have the right, exercisable upon written notice to the
Company within fifteen (15) business days after receipt of the Notice, to
purchase Company Securities in such sale on the same terms and conditions as
those being proposed. The Investor may elect to purchase pursuant to the Issue
Notice up to that amount of Company Securities which, when taken together with
the other Company Securities of the Company owned by the Investor, gives the
Investor the same percentage of the outstanding Common Stock and securities
convertible into Common Stock as the Investor shall have immediately prior to
such issuance of Company Securities.
2.2 The Investor shall effect its participation in the sale by
delivering to the Company at closing of such sale payment in the amount of the
consideration required to purchase the Company Securities determined in
accordance with Section 2.1 above.
2.4 The exercise or non-exercise of the rights to participate in
one or more sales of Company Securities made by the Company shall not adversely
affect the Investor's rights to participate in subsequent sales of Company
Securities pursuant to this Section 2.
2.5 Upon compliance with the terms of this Agreement and absent
any material changes in the terms or conditions of sale from the terms or
conditions specified in the Issue Notice, the Company shall have the right to
sell Company Securities with respect to which such right of first offer was not
exercised upon substantially the terms and conditions (including, without
limitation, the purchase price) specified in the Issue Notice.
2.6 Exempt transfers. Notwithstanding the foregoing, the
provisions of Sections 2.1 through 2.5 shall not apply to (a) the sale of
Company Securities pursuant to the exercise of Warrants or Options or the
otherwise conversion into Shares of any outstanding Company Security; (b) the
sale of Company Securities to the public pursuant to a firm commitment
underwritten offering pursuant to an effective registration statement filed
with, and declared effective by, the Securities and Exchange Commission under
the Securities Act; (c) the transfer of any Company Security pursuant to any
stock incentive plan then currently in affect, or (d) the transfer of any
Company Securities to a party's spouse, lineal ancestors or descendants, whether
or not by the laws of devise and descent, provided the recipient holds such
Company Security subject to the terms of this Agreement and executes a
counterpart signature page to this Agreement evidencing his or her consent to be
bound by its terms.
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3. "Piggy-Back "Registration.
3.1 Certain Definitions.
(a) The term "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document;
(b) The term "Registrable Securities" means the (i) the
Common Stock of the Company (including the Common Stock of the Company issuable
or issued upon exercise of Warrants or Options) and (ii) any Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any Warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, such Common Stock,
excluding in all cases, however, any Registrable Securities sold by a person in
a transaction in which its rights under this Agreement are not assigned;
(c) The number of shares of "Registrable Securities then
outstanding" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities; and
(d) The term "Holder" means the Investor and any person
owning or having the right to acquire Registrable Securities who is a party to
this Agreement as of the date hereof or who may be added as a party hereto
pursuant to the terms of this Agreement, and any assignee thereof in accordance
with Section 3.11.
3.2 Company Registration. If (but without any obligation to do
so) the Company proposes to register any Company Security under the Securities
Act (other than a registration relating solely to the sale of securities to
participants in a Company employee stock plan) then the Company will, each such
time, at least thirty days prior to the time of such proposed registration, give
written notice of such registration to each Holder. Upon the written request of
each Holder given within 15 days after mailing of such notice by the Company,
the Company shall, subject to the provisions of this Section 3, cause to be
included in the registration statement proposed to be filed by the Company under
the Securities Act the Registrable Securities that each such Holder has
requested to be registered, all to the extent requisite to permit the sale or
other disposition of such securities by each such Holder.
3.3 Obligations of the Company. Whenever effecting the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:
(a) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
(b) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonable, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.
(c) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the
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managing underwriter of such offering. Each Holder shall also enter into and
perform its obligations under such an agreement.
(d) Notify each Holder of Registrable Securities covered
by such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.
3.4 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 3 with
respect to any selling Holder that such selling Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it
and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of its Registrable Securities and to execute
such documents in connection with such registration as the Company may
reasonably request.
3.5 Expenses of Registration. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities for the Holders, including, without limitation, all
registration, filing and qualification fees, printing and accounting fees, and
the fees and disbursements of counsel for the Company; provided, however, that
the Company shall have no obligation to pay or otherwise bear (i) any portion of
the fees and disbursements of counsel for the Holders in connection with the
registration or (ii) any portion of the underwriters' commission or discounts
attributable to the Registrable Securities being offered and sold by the
Holders.
3.6 Underwriting Requirements. The Company shall not be required
under Section 3 to include any of the Holders' securities in an underwritten
offering of the Company's securities unless such Holders accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it, assuming usual and customary underwriting terms.
3.7 Underwriter's Limitation. Notwithstanding Section 3.2, if the
representative of the underwriters advises the Company that it is such
representative's opinion that the inclusion of some or all of the Registrable
Securities will materially and adversely affect the success of the offering, the
representative may, subject to the limitations set forth in this Section 3,
exclude all Registrable Securities from, or limit the number of Registrable
Securities to be included in, the registration and underwriting. The Holders may
be excluded if the underwriters make the determination described above and
provided no other shareholder's securities are included. If the underwriters
determine that a limitation is necessary (i.e., that not all of the Holders
shares requested to be registered should be registered), then the number of
shares of securities that are entitled to be included in the registration and
underwriting shall be the maximum number of Holders' Shares that the
underwriters believe will not materially and adversely affect the success of the
offering (the securities so included to be apportioned pro rata among the
selling Holders according to the total amount of securities otherwise entitled
to be included therein owned by each selling Holder or in such other proportion
as shall mutually be agreed to by such selling Holders).
3.8 Delay of Registration. The Holders shall not have any right
to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.
3.9 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:
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(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the officers, directors, partners,
agents and employees of each such Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "l934 Act"), against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under
the Securities Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(collectively, a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the 1934 Act or any state securities law; and the Company will reimburse each
such Holder, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 3.9(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by, or on behalf of, any such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its officers, directors,
agents or employees, each person, if any, who controls the Company within the
meaning of the Securities Act, and any underwriter and any other Holder selling
securities in such registration statement or any person who controls such
Holder, against any losses, claims, damages or liabilities (joint or several) to
which the Company or any such director, agent, employee, officer, controlling
person, or underwriter, or other such Holder, director, officer, agent, employee
or controlling person may become subject, under the Securities Act, the 1934 Act
or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by, or on behalf of, such Holder expressly for use in connection with
such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such agent, employee,
director, officer, controlling person, or underwriter or other Holder, in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 3.9(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld; and
provided, further, that each Holder shall be liable under this Section 3.9(b)
for only that amount of losses, claims, damages and liabilities as does not
exceed the net proceeds to such Holder as a result of such registration.
(c) Promptly after receipt by an indemnified party under
this Section 3.9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 3.9 deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses
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to be paid by the indemnifying party, if, in the opinion of counsel for the
indemnifying party, representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable period of time of the
commencement of any such action shall relieve such indemnifying party of any
liability to the indemnified party under this Section 3.9 to the extent
materially prejudicial to its ability to defend such action, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 3.9.
3.10 Reports Under the Securities Act. With a view to making
available to the Holders the benefits of SEC Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in SEC Rule 144, at all times after 90 days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) take such action, including the voluntary registration
of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable
the Holders to utilize Form S-3 for the sale of their Registrable Securities,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first registration statement filed by the Company for the offering
of its securities to the general public is declared effective,
(c) file with the SEC in a timely manner all reports and
other documents required of the Company under the Securities Act and the l934
Act, and
(d) furnish to the any Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request, (i) a written statement by
the Company that it has complied with the reporting requirement of Rule 144 (at
any time after 90 days after the effective date of the first registration
statement filed by the Company), the Securities Act and the 1934 Act (at any
time after it has become subject to such reporting requirements), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing the any Holder of any rule or regulation of
the SEC which permits the selling of any securities without registration.
3.11 Assignment of Registration Rights. The rights to register
Registrable Securities pursuant to this Section 3 may be assigned by a Holder
provided the transferee holds such securities subject to the terms of this
Agreement and executes a counterpart signature page to this Agreement evidencing
his, her or its consent to be bound by its terms. A transferee or assignee of
such securities shall, upon such transfer or assignment, be deemed a "Holder"
under this Agreement, provided the Company is, within a reasonable period of
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; provided, further, that such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act.
3.12 Limitations on Subsequent Registration Rights. From and
after the date of this Agreement, the Company shall not, without the majority
vote of the Company Securities held by the Holders, enter into any agreement
with any holder or prospective holder of any securities of the Company giving
such holder or prospective holder any registration rights the terms of which are
more favorable than the Registration Rights granted to the Holders hereunder.
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3.13 "Market Stand-Off" Agreement. If the representative of the
underwriters advises the Company that it is such representative's opinion that
the success of the offering or the price per share of Company Securities
subsequent to the offering will or is likely to be materially and adversely
affected without some limitations placed on the sale, transfer or other
disposition of any Registrable Securities, each Holder agrees to enter into a
reasonable "market stand-off" agreement limiting the Holder's right to sell or
otherwise transfer or dispose (other than to donees who agree to be similarly
bound) of any Registrable Securities for up to 120 days following the effective
date of a registration statement of the Company filed under the Securities Act;
provided, however, that all officers and directors of the Company and all other
persons with registration rights (whether or not pursuant to this Agreement)
enter into similar agreements. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Registrable
Securities of the Holders (and the shares or securities of every other person
subject to the foregoing restriction) until the end of such period.
3.14 Termination of Registration Rights. Notwithstanding Section 5 of
this Agreement, the rights set forth in this Section 3 shall terminate five
years after the closing of a bona fide, underwritten public offering of the
Company's Common Stock registered under the Securities Act.
4. Legends. The parties to this Agreement agree that the Company may
instruct its transfer agent to impose transfer restrictions on the shares
represented by certificates bearing the following legend to enforce the
provisions of this Agreement, and the Company agrees to do so promptly. The
legend shall be removed upon termination of this Agreement. Each certificate
representing Shares shall bear the following legend until such time as the
Shares represented thereby are no longer subject to the provisions of this
Agreement:
These shares are subject to certain voting restrictions by virtue of a
Investor Rights Agreement dated as of July 8, 1997, as at any time
amended, a copy of which is on file at the offices of the Company. In
addition to the above, the sale, pledge, hypothecation or transfer of
the securities represented by this certificate is subject to the terms
and conditions of such Agreement.
5. Termination. This Agreement shall terminate in its entirety upon the
earlier of (a) ten years from the date hereof; (b) the closing of a public
offering of the Common Stock registered under the Securities Act resulting in
aggregate proceeds to the Company of at least $10,000,000; or (c) the closing of
the sale of all or substantially all of the Company's assets or the acquisition
of the Company by another entity by means of merger or consolidation resulting
in the exchange of the outstanding shares of the Company's Securities for
securities or consideration issued, or caused to be issued, by the acquiring
entity or its subsidiary.
6. Miscellaneous.
6.1 Successors. Except as otherwise specifically provided herein,
the provisions of this Agreement shall inure to the benefit of and shall be
binding upon the successors, transferees and assignees of any Founder, of the
Investor and of any Holder.
6.2 Counterparts. This Agreement may be executed in more than one
counterpart, each of which shall constitute an original of this Agreement but
all of which, when taken together, shall constitute one and the same instrument.
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6.3 Modification. Any provision may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only by the written consent of (a) as to the
Company, only by the Company, (b) as to the Investor, only by the Investor, (c)
as to the Holders, by the majority vote of the Company Securities held by the
Holders, and (d) as to the Founders, by the majority vote of the Company
Securities held by the Founders. Any amendment or waiver effected in accordance
with clauses (a), (b), (c) and (d) of this section shall be binding upon the
Founders, Investor, Holders, their successors and assigns and the Company. Given
such consent by the Company, the Investor, the Holders, and the Founders,
additional holders of Company Securities may be added to this Agreement by
adding a signature page executed by such additional holders. Notwithstanding any
apparent implication to the contrary, with respect to any matter requiring the
consent of the Holders, separate consent of the Investor shall not also be
required except as may be required to xxxxxx the requisite vote of the Holders
voting as a class.
6.4 Applicable Law. This Agreement shall for all purposes be
governed by and construed in accordance with the laws of the State of
Washington.
6.5 Notices. All notices, demands or other communications desired
or required to be given by any party to any other party hereto shall be in
writing and shall be delivered (a) in person or (b) by certified mail, return
receipt requested, postage prepaid, addressed: (i) if to the Company, to its
President at the address at is principal place of business; or (ii) if to a
Founder, the Investor or a Holder, to such address and to the attention of such
individual as he, she or it shall have designated in writing to the Company.
6.6 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provisions shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provisions were so excluded and shall be enforceable in accordance with its
terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day first above written.
THE ZONE NETWORK, INC., a VANS, Inc., a Delaware corporation
Washington corporation
By /s/ SKIP X. XXXXXXXX By [SIG]
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Its CEO Its Vice President & Gen. Counsel
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THE ZONE NETWORK, INC.
COUNTERPART SIGNATURE PAGE TO
INVESTOR RIGHTS AGREEMENT
DATED AS OF JULY 8, 1997
FOUNDER:
/s/ SKIP X. XXXXXXXX
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Signature Signature of Co-Signer, if any
SKIP X. XXXXXXXX
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Name (type or print) Name of Co-Signer (type or print)
7-18-97
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Date Signed Date Signed
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THE ZONE NETWORK, INC.
COUNTERPART SIGNATURE PAGE TO
INVESTOR RIGHTS AGREEMENT
DATED AS OF JULY 8, 1997
FOUNDER:
/s/ XXXX XXXXXXX
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Signature Signature of Co-Signer, if any
XXXX XXXXXXX
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Name (type or print) Name of Co-Signer (type or print)
7-18-97
---------------------------------- ----------------------------------------
Date Signed Date Signed
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THE ZONE NETWORK, INC.
COUNTERPART SIGNATURE PAGE TO
INVESTOR RIGHTS AGREEMENT
DATED AS OF JULY 8, 1997
FOUNDER:
/s/ XXXX XXXXX
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Signature Signature of Co-Signer, if any
XXXX XXXXX
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Name (type or print) Name of Co-Signer (type or print)
JULY 18, 1997
---------------------------------- ----------------------------------------
Date Signed Date Signed
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THE ZONE NETWORK, INC.
COUNTERPART SIGNATURE PAGE TO
INVESTOR RIGHTS AGREEMENT
DATED AS OF JULY 8, 1997
FOUNDER:
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Signature Signature of Co-Signer, if any
---------------------------------- ----------------------------------------
Name (type or print) Name of Co-Signer (type or print)
---------------------------------- ----------------------------------------
Date Signed Date Signed
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THE ZONE NETWORK, INC.
SPOUSAL CONSENT PAGE TO
INVESTOR RIGHTS AGREEMENT
DATED JULY 8, 1997
SPOUSAL CONSENT
I, the spouse of a shareholder of THE ZONE NETWORK, INC. (the "Company"), hereby
acknowledge that I have read the foregoing Investor Rights Agreement (the
"Agreement") and know its contents, including those provisions that govern
voting rights in the Company Securities owned by me or my spouse. In accordance
with the Agreement, I hereby agree on behalf of myself and all my successors in
interest that the Agreement shall bind my community interest, if any, in Company
Securities that are at any time registered on the books of the Company in the
name of my spouse. I acknowledge that I have been represented by separate
counsel in the execution of this Consent or I have been advised to obtain
representation by separate counsel in the execution of this Consent and declined
to do so.
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Signature
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Name (type or print)
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Date Signed
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