EXHIBIT 1.5
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of the 1st
day of October, 2007, by and among XxxxxXxx Technologies, Inc., a Delaware
corporation (the "Buyer"), the shareholders (each individually, a "Seller" and
collectively, the "Sellers") of Xxxxx Products, Inc., an Iowa corporation (the
"Company"), who are parties hereto and listed on Exhibit A to this Agreement,
and Laurus Master Fund, Ltd., a Cayman Islands company ("Laurus").
RECITALS
WHEREAS, the Buyer, the Company and the Sellers have entered into that
certain Share Exchange Agreement dated as of October 1, 2007 (the "Exchange
Agreement"), pursuant to which the Buyer shall acquire at least 90% of the
outstanding capital stock of the Company from the Sellers and the Company shall
become a subsidiary of the Buyer;
WHEREAS, Laurus, the Buyer and certain subsidiaries of the Buyer are
parties to that certain Amended and Restated Security Purchase Agreement, dated
June 30, 2006 (the "Credit Agreement"), pursuant to which Laurus has provided to
the Buyer a credit facility of up to $16 million (the "Credit Facility");
WHEREAS, upon or after the closing of the transactions contemplated by the
Share Exchange Agreement, the capital stock of the Company then owned by the
Buyer (the "Shares") and/or the assets of the Company (the "Assets") will become
collateral in support of the Credit Facility;
WHEREAS, as a condition to the consummation of the transactions
contemplated by the Share Exchange Agreement, the Sellers require that the
Buyer, the Company and Laurus enter into this Agreement to provide certain
rights to the Sellers to re-acquire the Shares prior to certain liquidations of
the Shares or the Assets that may be required by Laurus; and
Laurus, the Buyer and the Company are willing to grant such accommodations
to the Sellers;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements and provisions set forth in this Agreement, the parties hereto agree
as follows:
1. Right of First Offer. Laurus agrees that, notwithstanding its rights
under the Credit Agreement or under any other security or pledge agreement to
which the Buyer or its subsidiaries may be parties or by which their assets may
be bound, Laurus shall give to the Sellers not fewer than 10 days' prior written
notice of its intention to cause either (a) the Buyer to sell or otherwise
liquidate the Shares or (b) the Company to sell or otherwise liquidate (other
than in the ordinary course of the Company's business) all or substantially all
of the Assets (as the case may be, the "Liquidation Notice"). If any or all of
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the Sellers desire, in their sole discretion, to purchase all (but not less than
all) of the Shares or the Assets, as the case may be, then, for a period of five
days following the receipt of the Liquidation Notice, the Sellers shall be
entitled to negotiate with Laurus, on an exclusive basis, the terms under which
the Sellers would purchase such Shares or Assets and make payment in full of the
principal amount of outstanding indebtedness, together with interest and fees,
owed to Laurus that Laurus had funded against such Shares or Assets (the
"Subsidiary Obligations"). The Sellers shall be permitted to deliver to the
Buyer, after the full payment in cash of the Subsidiary Obligations, as a credit
against the purchase price, up to 8,000,000 shares of the Buyer's common stock
registered in the names of the Sellers, duly endorsed for transfer to the Buyer.
Any such shares shall be credited against the purchase price at the rate of
$0.32 per share, irrespective of the fair market value of Buyer's common stock
at the time of such purchase. Notwithstanding the foregoing, (i) no Seller shall
be entitled to any credit against the purchase price with respect to any shares
of the Buyer's common stock which are the subject of a pre-existing claim for
damages under the escrow provisions of the Share Exchange Agreement and (ii) the
provisions of the two preceding sentences shall be null and void if the Buyer's
Board of Directors reasonably concludes that its compliance with such provisions
would be a breach of its fiduciary duties to the Buyer's shareholders and/or to
the Buyer's creditors other than Laurus. Laurus shall conduct such negotiations
in good faith but on an arms' length basis, without being required to offer any
Seller any favorable treatment due to such Seller's status (if any) as an
employee and/or shareholder of the Buyer. During such five-day period, neither
Laurus nor the Buyer nor the Company shall enter into any binding commitment to
sell such Shares or Assets to any third party. If, prior to the conclusion of
such five-day period, Laurus and the Sellers have executed a binding letter of
intent with respect to the purchase of the Shares or Assets, then the Sellers
shall be granted an additional 30-day period in which to complete the purchase
of the Shares or Assets. In the event that either (x) the Sellers notify Laurus
that they do not wish to purchase all of the Shares or Assets, (y) on or prior
to the conclusion of the first five-day period, the Sellers and Laurus do not
execute a binding letter of intent or (z) on or prior to the conclusion of the
30-day period, the Sellers fail to complete the purchase of all of the Shares or
Assets, then Laurus shall thereafter be free to cause the Buyer (a) to sell or
otherwise liquidate the Shares or (b) to sell or otherwise liquidate the
Company's Assets to any third party on such terms and conditions as Buyer may
choose in its sole discretion, subject only to the provisions of the Credit
Agreement or under any other security or pledge agreement to which the Buyer or
its subsidiaries may be parties or by which their assets may be bound.
2. Termination of Agreement. This Agreement, and the Sellers' rights
hereunder shall terminate and be null and void, without any action by any of the
parties hereto, upon the termination of the Company's obligations to Laurus
under the Credit Agreement or upon the prior written agreement to terminate this
Agreement, signed by Laurus, the Buyer, the Company and by the Sellers who hold
a majority of the Shares identified on Exhibit A hereto.
3. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall constitute one in the same instrument.
4. Amendment; Waiver. This Agreement may be amended, modified, waived or
supplemented (whether before or after the consummation of the transactions
contemplated by the Share Exchange Agreement) by a writing signed by Laurus, the
Buyer, the Company and by the Sellers who hold a majority of the Shares
identified on Exhibit A hereto. Any such amendment, modification, waiver or
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supplement shall be binding upon all of the parties to this Agreement. Any party
hereto may, by a written signed instrument, extend the time for or waive the
performance of any of the obligations of any other party hereto or waive
compliance by such other party with any of the covenants or conditions contained
herein.
5. Entire Agreement. This Agreement constitutes the entire agreement
between the parties, and there are no agreements, understandings, restrictions,
warranties, or representations between the parties other than those set forth or
provided for in this Agreement relating to the subject matter hereof
6. Succession and Assignment. The rights of the Sellers under this
Agreement are personal and shall not be transferred or assigned, whether by
contract, operation of law or otherwise, to any third party, without the prior
written consent of Laurus and the Buyer. Any such purported transfer or
assignment in violation of this Agreement shall be void. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties named herein and their respective permitted successors and assigns.
7. Waiver of Jury Trial. If this Agreement is found to be not subject to
arbitration, each party irrevocably agrees that all legal proceedings will be
tried in a court of competent jurisdiction by a judge without a jury. Each party
waives any right to a jury trial in any such proceeding and agrees to take, or
not to take, such action as is appropriate to give effect to this provision.
8. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
9. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible.
10. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the internal laws of the State
of New York without regard to principles of conflicts of laws.
11. No Presumption. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.
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12. No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the parties and their respective
permitted successors and assigns.
[The remainder of this page has intentionally been left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the date first written above.
THE BUYER:
XXXXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, President and C.E.O.
STATE OF IOWA, POLK COUNTY, SS:
On this 1 day of October, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxx Xxxxxx, to be
personally known, who being by me duly sworn, did say that he is the President
and CEO of said corporation; that said instrument was signed on behalf of said
corporation by authority of its Board of Directors; and that the said Xxxx
Xxxxxx as such officer, acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it and by them voluntarily
executed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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THE COMPANY:
XXXXX PRODUCTS, INC.
By: /s/ Xxxxx Xxxxxx
Xxxxx X. Xxxxxx, President
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, the undersigned, a Notary Public
in and for said County and State, personally appeared Xxxxx X. Xxxxxx, to be
personally known, who being by me duly sworn, did say that he is the President
of said corporation; that said instrument was signed on behalf of said
corporation by authority of its Board of Directors; and that the said Xxxxx X.
Xxxxxx as such officer, acknowledged the execution of said instrument to be the
voluntary act and deed of said corporation by it and by them voluntarily
executed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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LAURUS:
LAURUS MASTER FUND, LTD.
By: Laurus Capital Management, LLC, its Investment Manager
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Senior Managing Director
STATE OF NEW YORK, NEW YORK COUNTY, SS:
On this 26th day of September, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxxx X. Xxxxx, to
be personally known, who being by me duly sworn, did say that he is the Senior
Managing Director of said company; that said instrument was signed on behalf of
said corporation by authority of its Board of Directors; and that the said Xxxxx
X. Xxxxx as such officer, acknowledged the execution of said instrument to be
the voluntary act and deed of said corporation by it and by them voluntarily
executed.
/s/ Lara Hrainkeledottir
NOTARY PUBLIC IN AND FOR THE
STATE OF NEW YORK
[Notarial Seal]
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THE SELLERS:
FIRST CONTINENTAL FINANCIAL, L.L.C.
By: /s/ Xxxxx Xxxxxx
Xxxxx X. Xxxxxx, Manager
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, the undersigned, a Notary Public
in and for said County and State, personally appeared Xxxxx X. Xxxxxx, to be
personally known, who being by me duly sworn, did say that he is the Manager of
said limited liability company; that said instrument was signed on behalf of
said limited liability company by authority of its Board of Directors; and that
the said Xxxxx X. Xxxxxx as such officer, acknowledged the execution of said
instrument to be the voluntary act and deed of said limited liability company by
it and by them voluntarily executed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ Xxxxxx Block
Xxxxxx Block
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxxxx Block, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ Xxx Block
Xxx Block
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxx Block, to me known to be the same person
described in and who executed the foregoing instrument, and acknowledged that
she has executed the same as her voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ X. X. Xxxxxxx
Xxxxxxx Xxxxxxx
STATE OF IL, XXXXXXX COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of IL, personally appeared Xxxxxxx Xxxxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxxx Xxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IL
[Notarial Seal]
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/s/ Xxxxxxx X Xxxxx
Xxxxxxx X. Xxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 25 day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxxx X. Xxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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/s/ XxXxxx Xxxxxxx
XxXxxx Xxxxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 1st day of Oct., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared XxXxxx Xxxxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxxxxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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MODERN BUILDERS, INC.
By: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx, Its President
STATE OF IOWA, XXXXXX COUNTY, SS:
On this 28th day of September, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxxxxx Xxxxxxxxx,
to be personally known, who being by me duly sworn, did say that he is the
President of said corporation; that said instrument was signed on behalf of said
corporation by authority of its Board of Directors; and that the said Xxxx
Xxxxxxxxx as such officer, acknowledged the execution of said instrument to be
the voluntary act and deed of said corporation by it and by them voluntarily
executed.
/s/ Xxx Xxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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OLGLESBY CREATIVE GROUP, L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, Its President
STATE OF IOWA, POLK COUNTY, SS:
On this 1st day of October, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxxx Xxxxxxx, to
be personally known, who being by me duly sworn, did say that he is the Manager
of said limited liability company; that said instrument was signed on behalf of
said company by authority of its Board of Directors; and that the said
___________________ as such officer, acknowledged the execution of said
instrument to be the voluntary act and deed of said company by it and by them
voluntarily executed.
/s/ Xxxxxxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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XXXXXX FAMILY, L.L.C.
By: /s/ Xxxxx Xxxxxx
Xxxxx X. Xxxxxx, Manager
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, the undersigned, a Notary Public
in and for said County and State, personally appeared Xxxxx X. Xxxxxx, to be
personally known, who being by me duly sworn, did say that he is the Manager of
said limited liability company; that said instrument was signed on behalf of
said company by authority of its Board of Directors; and that the said Xxxxx X.
Xxxxxx as such officer, acknowledged the execution of said instrument to be the
voluntary act and deed of said company by it and by them voluntarily executed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
XXXXX XX XXXX
00
XXX XXXXXXX, X.X.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Its Manager
STATE OF MISSOURI, XXXXXX COUNTY, SS:
On this 26th day of September, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxxxx X. Xxxxx, to
be personally known, who being by me duly sworn, did say that he is the Manager
of said limited liability company; that said instrument was signed on behalf of
said company by authority of its Board of Directors; and that the said Xxxxxx X.
Xxxxx as such officer, acknowledged the execution of said instrument to be the
voluntary act and deed of said company by it and by them voluntarily executed.
/s/ Xxxx X. X'Xxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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XXXXX X. XXXXX TRUST:
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Trustee
STATE OF MISSOURI, XXXXXX COUNTY, SS:
On this 26th day of September, 2007, before me, a Notary Public in and for
the State of Missouri, personally appeared Xxxxx X. Xxxxx, to me known to be
known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that the person, as the fiduciary, executed the
instrument as the voluntary act and deed of the person and of the fiduciary.
/s/ Xxxx X. X'Xxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxx Xxxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxxx Xxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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XXXXX X. XXXXXX TRUST:
By: /s/ Xxxxx Xxxxxx
Xxxxx X. Xxxxxx, Trustee
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxxx X. Xxxxxx, to me known to be known to
be the identical person named in and who executed the foregoing instrument, and
acknowledged that the person, as the fiduciary, executed the instrument as the
voluntary act and deed of the person and of the fiduciary.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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XXXXXXX M.E. XXXXXX TRUST:
By: /s/ Xxxxxxx M.E. Xxxxxx
Xxxxxxx M.E. Xxxxxx, Trustee
STATE OF IOWA, POLK COUNTY, SS:
On this 28th day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxxx M.E. Xxxxxx, to me known to be
known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that the person, as the fiduciary, executed the
instrument as the voluntary act and deed of the person and of the fiduciary.
/s/ Xxxxxxx Xxxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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QTIP TRUST B OF THE
XXXXX FAMILY TRUST DATED
APRIL 5, 1999:
By: /s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx, Trustee
STATE OF ARIZONA, MARICOPA COUNTY, SS:
On this 27th day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxxxx X. Xxxxx, to me known to be
known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that the person, as the fiduciary, executed the
instrument as the voluntary act and deed of the person and of the fiduciary.
/s/ Xxxxxxx X. Xxxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF ARIZONA
[Notarial Seal]
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/s/ Xxxxxxx X. XxXxxxx
Xxxxxxx X. XxXxxxx
STATE OF MISSOURI, XXXXXXX COUNTY, SS:
On this 2nd day of October, 2007, before me, a Notary
Public in and for the State of Missouri, personally appeared Xxxxxxx X.
XxXxxxx, to me known to be the same person described in and who executed the
foregoing instrument, and acknowledged that he has executed the same as his
voluntary act and deed.
/s/ Xx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
STATE OF MISSOURI, XXXXXXX COUNTY, SS:
On this 26th day of September, 2007, before me, a Notary Public in and for
the State of MO, personally appeared Xxxxxxx X. Xxxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
STATE OF MO, XXXXXXX COUNTY, SS:
On this 25th day of September, 2007, before me, a Notary Public in and for
the State of MO, personally appeared Xxxxxxx Xxxxxxxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxx Xxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MO
[Notarial Seal]
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/s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx,
Successor Trustee of the
Xxxxxx X. Xxxxxxxxxx Trust
dated April 30, 1991, as amended
STATE OF MISSOURI, XXXXXXX COUNTY, SS:
On this 4th day of October, 2007, before me, a Notary Public in and for
the State of Missouri, personally appeared Xxxxx X. Xxxxxxxxxx, Successor
Trustee of the Xxxxxx X. Xxxxxxxxxx Trust dated April 30, 1991, as amended, to
me known to be the same person described in and who executed the foregoing
instrument, and acknowledged that he has executed the same as his voluntary act
and deed.
/s/ Xxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
STATE OF KANSAS, XXXXXXX COUNTY, SS:
On this 25 day of Sept., 2007, before me, a Notary Public in and for the
State of KS, personally appeared Xxxxxxx X. Xxxxxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxxxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF KANSAS
[Notarial Seal]
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/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
STATE OF MISSOURI, CLAY COUNTY, SS:
On this 26th day of Sept., 2007, before me, a Notary Public in and for the
State of Missouri, personally appeared Xxxxxx X. Xxxxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxx X. Xxxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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XXXXXXX FAMILY TRUST:
By: /s/ Xxxxxx X. Xxxxxxx, trustee
Xxxxxx X. Xxxxxxx, Trustee
STATE OF MISSOURI, CLAY COUNTY, SS:
On this 26th day of Sept., 2007, before me, a Notary Public in and for the
State of Missouri, personally appeared Xxxxxx X. Xxxxxxx, to me known to be
known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that the person, as the fiduciary, executed the
instrument as the voluntary act and deed of the person and of the fiduciary.
/s/ Xxxxx X. Xxxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
STATE OF ILLINOIS, XXXXXXX COUNTY, SS:
On this 27th day of September, 2007, before me, a Notary Public in and for
the State of Illinois, personally appeared Xxxxxxx Xxxxxxx, to me known to be
the same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxxx X. Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF ILLINOIS
[Notarial Seal]
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/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxx X. Xxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 27 day of Sept., 2007, before me, a Notary Public in and for the
State of Iowa, personally appeared Xxxxx X. Xxxxxx, to me known to be the same
person described in and who executed the foregoing instrument, and acknowledged
that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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XXXXXX X. XXXXX TRUST:
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Trustee
STATE OF MISSOURI, XXXXXX COUNTY, SS:
On this 26th day of September, 2007, before me, a Notary Public in and for
the State of Missouri, personally appeared Xxxxxx X. Xxxxx, to me known to be
known to be the identical person named in and who executed the foregoing
instrument, and acknowledged that the person, as the fiduciary, executed the
instrument as the voluntary act and deed of the person and of the fiduciary.
/s/ Xxxx X. X'Xxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
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/s/ Xxxxxxx Xxxxxxxxx, Xx.
Xxxxxxx Xxxxxxxxx, Xx.
STATE OF IOWA, POLK COUNTY, SS:
On this 26 day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxxx Xxxxxxxxx, Xx., to me known to be
the same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ Xxxxx Xxxxxxx Xxxxxx, Xx.
Xxxxx Xxxxxxx Xxxxxx, Xx.
STATE OF IOWA, POLK COUNTY, SS:
On this 9/28/07 day of Sept., 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxx Xxxxxxx Xxxxxx, Xx., to me known to
be the same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxx Xxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
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/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
STATE OF IOWA, POLK COUNTY, SS:
On this 29 day of September, 2007, before me, a Notary Public in and for
the State of Iowa, personally appeared Xxxxxx X. Xxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxxx X. Xxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
[Notarial Seal]
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QUEST CAPITAL ALLIANCE II, L.L.C.
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx, General Manager
STATE OF MISSOURI, XXXXXX COUNTY, SS:
On this 27th day of September, 2007, before me, the undersigned, a Notary
Public in and for said County and State, personally appeared Xxxxxx X. Xxx, to
be personally known, who being by me duly sworn, did say that he is the General
Manager of said limited liability company; that said instrument was signed on
behalf of said limited liability company by authority of its Board of Directors;
and that the said Xxxxxx X. Xxx as such officer, acknowledged the execution of
said instrument to be the voluntary act and deed of said limited liability
company by it and by them voluntarily executed.
/s/ Xxxxx XxXxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
37
/s/ Xxxx Xxxx Kan
Kwai Xxxx Xxx
STATE OF IOWA, POLK COUNTY, SS:
On this ___________ day of ___________________, 2007, before me, a Notary
Public in and for the State of Iowa, personally appeared Kwai Xxxx Xxx, to me
known to be the same person described in and who executed the foregoing
instrument, and acknowledged that he has executed the same as his voluntary act
and deed.
__________________________________________
NOTARY PUBLIC IN AND FOR THE
STATE OF IOWA
38
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
STATE OF MISSOURI, ST. LOUIS COUNTY, SS:
On this 27th day of September, 2007, before me, a Notary Public in and for
the State of Missouri, personally appeared Xxxxxx X. Xxxxxx, to me known to be
the same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxxxx X. Xxxxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
39
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
STATE OF MISSOURI, TANEY COUNTY, SS:
On this 28th day of September, 2007, before me, a Notary Public in and for
the State of Missouri, personally appeared Xxxxx X. Xxxxx, to me known to be the
same person described in and who executed the foregoing instrument, and
acknowledged that he has executed the same as his voluntary act and deed.
/s/ Xxxxx Xxxxxxxx
NOTARY PUBLIC IN AND FOR THE
STATE OF MISSOURI
[Notarial Seal]
40
