SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT
THIS AGREEMENT is dated as of the 16th day of September, 1997, by and
among XXXXXXX X. XXXXXXX, an individual, ("X. Xxxxxxx"), XXXXXXX X. XXXXXXX, an
individual ("X. Xxxxxxx"), CRUSADER BANK, FSB ("Crusader") and CRUSADER MORTGAGE
CORPORATION OF DELAWARE ("CMC") (Crusader, X. Xxxxxxx, X. Xxxxxxx and any other
person who subsequently becomes a shareholder of CMC are sometimes hereinafter
collectively called the "Shareholders" or individually called a "Shareholder").
BACKGROUND
I. CMC was incorporated on September 15, 1997. As of the date hereof,
CMC Is authorized to issue 1,000 shares of common stock at a par value of $1.00
(the "Shares") and no shares are issued and outstanding.
II. X. Xxxxxxx and X. Xxxxxxx are experienced in the marketing,
origination, underwriting and processing of conforming and non-conforming
residential mortgage loans.
III. Crusader, X. Xxxxxxx and X. Xxxxxxx desire to create a retail
conforming and non-conforming residential mortgage loan business to be conducted
in Delaware and such other areas as are mutually agreed upon by the parties. It
is understood by the parties that CMC's activities will represent an additional
business venture for Crusader and shall not represent a substitute or
contravention of Crusader's existing business.
IV. It is the intention of the parties hereto for Crusader to fund
$2,550 and X. Xxxxxxx and X. Xxxxxxx to each fund $1,225 of capital to CMC.
V. In connection with such capital contributions, CMC will issue 510
shares of common stock to Crusader and 245 shares of common stock to each of X.
Xxxxxxx and X. Xxxxxxx.
VI. The parties desire to set forth their agreement as to the issues of
restrictions on transfer of stock, to provide for the continuity and maintenance
of the management, control, and operation of the business of CMC, and to provide
for certain other matters, all as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements herein contained, the parties hereto, each intending to be
legally bound hereby, agree as follows:
1. CMC Stock Issuance.
(a) Promptly following the execution of this Agreement and the
funding of the specified capital contributions by the parties, CMC will issue
510 shares of common stock to Crusader and 245 shares of common stock to each of
X. Xxxxxxx and X. Xxxxxxx.
(b) The By-laws of CMC will be amended to provide for a five person
Board of Directors. The initial Board shall consist of X. Xxxxxxx, X. Xxxxxxx
Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, and Xxxxx X. Xxxx.
(c) In the event that in the course of operating CMC, Crusader, X.
Xxxxxxx and X. Xxxxxxx jointly determine that additional capital is necessary or
advisable, they shall jointly determine the amount of additional capital to be
contributed by Shareholders ratably to CMC (each such event, a "Capital Call"),
provided that a Capital Call shall be mandatory if the capital shall be less
than $5,000 at any time. In the event that a Capital Call is required, each
party shall fund its respective pro rata share of the Capital Call within ten
(10) days following the request therefor. In the event that any party fails to
timely fund its respective pro rata share of such Capital Call as outlined
above, the others may fund such pro rata share on behalf of the non-contributing
party. Such contribution shall be deemed to be a loan by the contributing
party(s) to the non-contributing party. Such loan shall be due and payable
within thirty (30) days following the date of contribution, together with
interest at fifteen percent ( 15%) per annum. If such sums are not then paid
when due, the contributing party(s) shall, in addition to other remedies at law
or in equity, be automatically entitled, without the consent of the
noncontributing party, for as long as any amounts are outstanding under the
loan, to the receipt of payment by CMC of any compensation or any distributions
of income that would otherwise be payable to the non-contributing party by CMC
or to any distributions resulting from the sale or liquidation of the
non-contributing party's interest in CMC.
2. X. Xxxxxxx and X. Xxxxxxx each agrees to dedicate his full business
time and effort to the development and operation of CMC's business and during
the period in which he maintains an ownership position in CMC and for a
2
period of three months thereafter, will not solicit, place or refer any mortgage
loans except on behalf of CMC, nor will he accept any compensation in connection
with the placement of any mortgage loans, other than through CMC.
Notwithstanding the foregoing, X. Xxxxxxx and X. Xxxxxxx shall not be restricted
from maintaining their ownership position in either Brandywine, LLC or Merit
Financial Corporation, provided no loans that could be placed with CMC are
referred by either party to Brandywine, LLC, Merit Financial Corporation or
Premier Mortgage, and shall not be restricted from operating an insurance sales
agency, provided their participation in such agency does not materially
interfere with their responsibilities to CMC. To the extent either M Xxxxxxx or
X. Xxxxxxx refers any mortgage loans to CMC during the three month period
following the termination of his ownership position in CMC and such loan was not
determined by CMC to be a pipeline loan, CMC shall pay such party a placement
fee consistent with the fee it would pay a third-party loan officer or other
referring party at that time.
3. Representations and Warranties of X.Xxxxxxx and X. Xxxxxxx. X.
Xxxxxxx and X. Xxxxxxx each hereby makes the following representations and
warranties to Crusader and CMC, with knowledge of their reliance thereon:
(a) Each of X. Xxxxxxx'x and X. Xxxxxxx'x decision to invest in CMC
is based solely upon his own investigation of CMC and Crusader and not upon any
representations or warranties of CMC or Crusader except as expressly set forth
herein.
(b) Each of the parties is a qualified investor for purposes of any
applicable federal and state securities laws. Each of the parties, is a
sophisticated investor who is aware that his investment in CMC is a high risk
transaction and that his investment may be lost if the operation of CMC is not
successful. Each party acknowledges that CMC is a closely held company and,
accordingly that his investment therein is illiquid and there is no established
market for the sale of his investment interest therein and that the investment
is reasonable in relation to his net worth. Each party further acknowledges that
the Shares have not been registered with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, nor is CMC under any applicable
obligation, to effect any such registrations. The sale or other disposition of
the shares is restricted as stated in this Agreement.
(c) Each of X. Xxxxxxx and X. Xxxxxxx is acquiring the common stock
of CMC for his own account and for investment purposes, and not with a view for
resale or distribution thereof.
3
4. Representations and Warranties of Crusader. Crusader and CMC hereby
make the following representations and warranties to each of X. Xxxxxxx and X.
Xxxxxxx, with knowledge of his reliance thereon:
(a) Crusader is a duly chartered federal savings bank and is duly
organized, validly existing and in good standing under applicable federal laws
and regulations.
(b) Crusader and CMC have full power and authority to enter into and
perform this Agreement.
(c) To the best of their knowledge, there is no pending or
threatened litigation against Crusader.
5. Restrictions on Transfer and Issuance. Except as expressly provided
in this Agreement, no Shareholder shall sell, assign, transfer, give, bequeath,
devise, donate or otherwise dispose of, or pledge, deposit or otherwise
encumber, in any way or manner whatsoever, whether voluntarily or involuntarily
(a "Transfer"), any of the Shares now or hereafter owned (of record or
beneficially) by him without the express prior written consent of the other
Shareholders. Shareholders shall Transfer Shares only in accordance with the
provisions of this Agreement.
(a) Restrictions on Shareholders. Shareholders shall not Transfer
any Shares to any person except as expressly permitted herein. No Transfer
permitted by this Agreement shall be effective to vest any right, title or
ownership of Shares unless (i) the board of directors of CMC approves the
Transfer, having knowledge of the prospective transferee and (ii) the proposed
transferee agrees to become bound by the terms of this Agreement by signing a
counterpart hereof and delivering the same to the board of directors of CMC. For
purposes of this Agreement, "person" means any individual, partnership,
corporation, association, trust, estate, government or other entity.
(b) Restriction on CMC. Except as expressly provided in this
Agreement, CMC shall not (i) cause or permit a Transfer of any Shares to be made
on its books, (ii) issue any shares of capital stock of CMC, whether by original
issue or in connection with the sale of shares now or hereafter held in CMC's
treasury, whether by sale, pursuant to a merger or otherwise, (iii) issue any
warrants, options or other rights to subscribe to or purchase additional capital
stock of CMC, (iv) create any securities, instruments or rights convertible into
capital stock of CMC, or (v) purchase, redeem or otherwise acquire any shares of
capital stock of CMC, unless any of the foregoing are expressly permitted by the
4
terms of this Agreement, subject in any event to the rights of the Shareholders
hereunder, if any.
6. Permitted Transfers. Subject to the restrictions contained in
paragraph 5 (a) above, the other express provisions of this Agreement and
applicable law, (a) any Shareholder may Transfer his Shares to CMC or to any
existing Shareholder, or (b) Crusader may Transfer its shares to an affiliated
company or related party, or (c) any Shareholder may transfer by creation of
trust instruments, by will or other estate planning device his Shares to members
of his immediate family or (d) shares may be transferred by succession to a
guardian ad litem or other personal representative in the event of a disability
of a Shareholder, all without the prior consent thereto of CMC or of any other
Shareholder.
7. Optional Purchases by the Other Shareholders and Redemptions by CMC.
In the event of an occurrence described in subparagraph 8(a) or (b) below with
respect to a Shareholder, the other Shareholders shall have the right, but not
the obligation, to purchase the Shares owned by such Shareholder that are the
subject of subparagraph 7(a) or (b) below, in accordance with the terms set
forth in Paragraph 8 below, while CMC, if such other Shareholders fail to
exercise such right to purchase such Shares, shall have the right but not the
obligation to purchase such Shares, in accordance with the terms set forth in
Paragraph 8 below.
(a) Legal Proceedings Against Shareholders. The parties agree that
the interests of CMC and its Shareholders would be seriously affected by any
sale or disposition of any Shareholder's Shares by any legal or equitable
proceedings against such Shareholder, except as expressly permitted herein.
Accordingly, the right to purchase Shares set forth in this Paragraph 7 shall
become effective in the event that (i) any Shareholder shall be adjudicated a
bankrupt or make an assignment for the benefit of creditors, or (ii) bankruptcy,
insolvency, reorganization, arrangement, debt, adjustment, liquidation or
receivership proceedings in which any Shareholder is alleged to be insolvent or
unable to pay his debts as they mature are instituted by or against such
Shareholder and, if instituted against such Shareholder, such Shareholder shall
consent thereto or admit in writing the material allegations of the petitions
filed in said proceedings or said proceedings shall remain undismissed for
ninety days after commencement thereof, or (iii) there is any entry of a decree
or order for relief by a court having jurisdiction in respect of any Shareholder
in an involuntary case under the federal bankruptcy laws against any Shareholder
not dismissed within ninety days or any Shareholder commences a voluntary case
under such laws, or (iv) any of the Shares of any Shareholder are attached and
such attachment is not removed within ninety days, or (v) any judgment is
obtained in any legal or equitable proceeding
5
against any Shareholder, which judgment is not dismissed, stayed, bonded or
satisfied (other than by sale of the Shares) within ninety days of the entry
thereof or which is executed upon and the sale of any of such Shareholder's
Shares is contemplated or threatened under legal process as a result of such
judgment, or (vi) any execution process is issued against any Shareholder or
against any of his Shares and not dismissed, stayed, bonded or satisfied within
ninety days; provided, however, that an occurrence described in preceding
clauses (v) through (vi) shall not be deemed to have occurred if it resulted
from any legal proceeding between CMC and the Shareholders or between
Shareholders if such proceeding entails disputes of ownership relating to CMC or
the Shares.
(b) Voluntary Sale by a Shareholder. The execution of an agreement
for the voluntary sale of Shares owned by any Shareholder.
8. Purchase Option Procedures in Case of Legal Proceedings or Voluntary
Sale. If any Shareholder shall at any time be subject to subparagraphs 7(a) or
(b) above, the other Shareholders shall have options to purchase all of such
Shareholder's (the "Selling Shareholder") Shares and CMC shall have the next
option to redeem the Selling Shareholder's Shares as follows:
(a) Options of the Offeree Shareholders. Upon the occurrence of an
event described in Paragraph 7 above, the Selling Shareholder shall so notify
the other Shareholders and CMC. Upon receipt of such notice by the other
Shareholders ("Offeree Shareholders") from the Selling Shareholder that an event
under Paragraph 9 has occurred, the Selling Shareholder shall be deemed to have
offered in writing to sell all, but not less than all, of his Shares to the
Offeree Shareholders at the price and upon the terms set forth in Paragraph 9
below. For a period of thirty days after such offer by the Selling Shareholder
to the Offeree Shareholders, the Offeree Shareholders shall have options,
exercisable by written notice to the selling Shareholder with a copy to CMC and
to each of the other Offeree Shareholders, to accept the Selling Shareholder's
offer. Each Offeree Shareholder who shall exercise this option shall agree, by
doing so, to purchase that proportionate part of the Selling Shareholder's
Shares which the number of Shares owned by such Offeree Shareholder bears to the
total number of Shares owned by all Offeree Shareholders (or in such other
proportions as the Offeree Shareholders may agree among themselves).
(b) Optional Redemption by CMC. In the event that one or more of the
Offeree Shareholders does not exercise his option in accordance with
subparagraph 8(a) above, CMC may provide the Selling Shareholder with a notice
of redemption of all of the Selling Shareholder's remaining Shares, within a
period
6
of fifteen days following expiration of the thirty-day period set forth in
subparagraph 8(a), at the price and upon the terms set forth in Paragraph 9
below.
(c) Acceptance of a Bona Fide Offer. If, at the end of the option
period described in subparagraph 8(a) above and the redemption period set forth
in the notice of redemption described in subparagraph 8(b) above, options have
not been exercised by the Offeree Shareholders to purchase all of the Selling
Shareholder's Shares, and a redemption by CMC of all of the Selling
Shareholder's Shares has not occurred, then at the election of the Selling
Shareholder, any Shares not so purchased or redeemed may be offered for sale by
the Selling Shareholder free and clear of the options of the Shareholders and
CMC set forth herein (but otherwise subject to the restrictions on
transferability contained in this Agreement) for a period of sixty days
thereafter, such sale to be for all, but not less than all, of his Shares to a
prospective purchaser at the price and upon the terms and conditions set forth
in such prospective purchaser's offer.
9. Purchase Price and Terms.
(a) Time and Place for Settlement. Settlement for the purchase of
Shares by CMC or by a Shareholder pursuant to the options granted in or the
redemption permitted by Paragraph 8 above shall be made within sixty days
following (i) the date of exercise of the last option exercised or (ii) delivery
of a notice of redemption within the fifteen-day period described in
subparagraph 8(b) above. All settlements for the purchase or redemption of
Shares shall, unless otherwise agreed to by all of the purchasers and sellers,
be held at the principal executive offices of CMC during regular business hours.
The precise date and hour of settlement shall be fixed by the purchaser or
purchasers and/or the board of directors of CMC with respect to redemptions
(within the time limits allowed by the provision of this Agreement) by notice in
writing to the Selling Shareholder given at least five days in advance of the
Settlement date specified. In the event that more than one purchaser is involved
in a settlement and the purchasers cannot agree on a precise time of settlement,
the precise time of settlement (within the time limits allowed by the provisions
of this Agreement) shall be fixed by the board of directors of CMC by five or
more days' written notice to the purchasers and seller on the sixtieth day
following the date of exercise of the last option or election exercised.
(b) Delivery of Stock Certificates. At settlement, the stock
certificate or certificates representing the Shares being sold shall be
delivered to the purchaser or purchasers and/or CMC, as appropriate, duly
endorsed for transfer or with executed stock powers attached, with any necessary
documentary and transfer tax stamps affixed by the seller. The Selling
Shareholder, if a personal
7
representative of a Shareholder, shall, upon request of a purchaser, provide
prior to the date of settlement evidence reasonably satisfactory to the
purchaser of the seller's legal status as personal representative of such
Shareholder. The terms of payment shall be in cash or by certified check.
(c) Purchase Price. The purchase price per Share shall be equal to
the book value thereof, plus the proportional value of the loan pipeline as
agreed upon by the parties. If the parties cannot agree on the value of the
pipeline, the value shall be determined 90 days after settlement based on the
actual proceeds by CMC through that date with respect thereto, net of a
processing and servicing fee equal to 40% of such proceeds. In such event,
payment of the purchase price attributable to the value of the loan pipeline
shall be made 105 days after the settlement date.
10. Copy of Agreement To Be Kept on File. CMC shall keep on file at
its principal executive offices, and will exhibit to any Shareholder or his duly
authorized representative at any and all reasonable times, an executed copy of
this Agreement and all amendments thereto.
11. Stock Certificates to Be marked With Legend. All certificates
representing Shares now outstanding or hereafter issued by CMC shall be marked
with the following legend:
"This certificate and the shares represented hereby are held subject to
the terms, covenants and conditions of an agreement by and among this
Company and its then shareholders, as it may be amended from time to
time, and may not be transferred or disposed of except in accordance
with the terms and provisions thereof. A copy of said agreement and all
amendments thereto is on file and may be inspected at the principal
executive offices of the Company."
CMC shall issue replacement stock certificates without the foregoing legend to
any Shareholder upon request following termination of this Agreement.
12. Term of Agreement. This Agreement shall terminate upon the first to
occur of the following events:
(a) the written agreement by all of the Shareholders of CMC who are,
at that time, bound by the terms of this Agreement;
(b) the dissolution, bankruptcy, or receivership of CMC; or
8
(c) the cessation of CMC's business, whether by sale of assets,
liquidation, or otherwise.
13. Rights, Obligations and Remedies. Each Shareholder shall assist in
causing CMC to act so as to accomplish the corporate actions contemplated by
this Agreement. The rights and obligations under, and the remedies to enforce,
this Agreement are joint and several as to CMC and each of its Shareholders with
each being completely free to enforce any or all of the rights or obligations
under this Agreement against any of the others with or without the concurrence
or joinder of any of the others. The Shares are unique, and recognizing that the
remedy at law for any breach or threatened breach by a party hereto of the
covenants and agreements set forth in this Agreement would be inadequate and
that any such breach or threatened breach would cause such immediate and
permanent damage as would be irreparable and the exact amount of which would be
impossible to ascertain, the parties hereto agree that in the event of any
breach or threatened breach of any such covenant or agreement, in addition to
any and all other legal and equitable remedies which may be available, any party
hereto may specifically enforce the terms of this Agreement and may obtain
temporary and/or permanent injunctive relief without the necessity of proving
actual damage by reason of any breach or threatened breach hereof and, to the
extent permissible under the applicable statutes and rules of procedure, a
temporary injunction may be granted immediately upon the commencement of any
such suit and without notice.
14. Resignations. If any Selling Shareholder, or, in the case of a
corporate or LLC shareholder, any shareholder or director of the Selling
Shareholder is an officer, director, employee of or under a consulting agreement
with CMC, he must, at the request of the non-resigning members of the board of
directors of CMC, submit to the Secretary of CMC his resignation as an officer
and/or director, as the case may be, before the sale of his Shares becomes
effective, and the Secretary is hereby authorized to refuse to effect a transfer
of the Selling Shareholder's Shares on the books of CMC until such resignation
as aforesaid is delivered to said Secretary.
15. Subsequent Shareholders to Become Bound. Any person or entity not
an original signatory hereto who becomes a Shareholder (of record or
beneficially) shall be bound by all of the terms and provisions of this
Agreement. Before any person or entity not a party to this Agreement, including
any person or entity to whom transfers of Shares may be made hereunder, may be
entitled to be a Shareholder (of record or beneficially) of CMC, such person or
entity shall be required first to execute and deliver to CMC an agreement
pursuant to which such person or entity agrees to be bound by all of the terms
and conditions of this Agreement (as it may have then been amended), and the
failure of any such person
9
or entity so to do shall preclude such person or entity from becoming a
Shareholder (of record or beneficially) of CMC.
16. Entire Agreement; Amendment, Modification and Termination. This
Agreement contains the entire understanding among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein contained or as contained
in the letter agreement dated July 9, 1997, a copy of which is attached hereto
as exhibit A. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may be amended, modified or terminated at any time or times by
the unanimous agreement in writing of CMC and its then Shareholders. No such
amendment, modification or termination, nor any termination pursuant to the
terms hereof, shall affect the right of any person or entity to receive, or the
obligation of any person or entity to pay, on the terms and conditions of this
Agreement, the purchase price for Shares sold pursuant to this Agreement prior
to such amendment, modification or termination, or the right or obligation of
any person or entity to sell or purchase Shares, on the terms and conditions of
this Agreement, if the event giving rise to such right or obligation to sell or
purchase Shares has in fact taken place prior to such amendment, modification or
termination.
17. Indulgences, Waivers. Neither the failure nor any delay on the part
of any party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
18. Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania.
Each Shareholder hereby consents to the exclusive jurisdiction of the Courts of
the Commonwealth of Pennsylvania and the United States District Court for the
Eastern District of Pennsylvania in any and all actions, disputes or
controversies relating to this Agreement and irrevocably consents to the service
of process by certified or registered mail, return receipt requested, to such
Shareholder at his address set forth in the books and records of CMC.
10
19. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when delivered
(personally, by courier service such as Federal Express, or by other messenger)
or when deposited in the United States mails, registered or certified mail,
postage prepaid, return receipt requested, addressed if to any Shareholder, to
the most current residence address to such Shareholder reflected in the books
and records of CMC, and if to CMC, to the attention of the Chairman of the board
of directors. Any party may alter the address to which communications or copies
are to be sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.
20. Binding Nature of Agreement; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns, except that no party
may assign or transfer its rights or obligations under this Agreement, other
than the permitted assignment by Crusader, at Crusader's option, of its interest
in CMC to an affiliated company or related party of Crusader.
21. Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
22. Paragraph Headings. The paragraph headings in this Agreement are
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.
23. Gender. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other general, masculine, feminine or neuter, as the
context indicates is appropriate.
24. Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or holiday on which Federal banks are or may elect to be
closed, then the final day shall be deemed to be the next day which is not a
Saturday, Sunday or such holiday.
25. Arbitration. In the event that a dispute arises under the terms of
this Agreement, the parties hereto agree to resolve such dispute through
arbitration. In
11
such event, the dispute shall be submitted to arbitration utilizing the
prevailing rules and procedures of the American Arbitration Association. The
Arbitration shall be conducted in Pennsylvania.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first above written.
ATTEST: CRUSADER MORTGAGE CORPORATION OF
DELAWARE, a Delaware Corporation
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx V.P.
---------------------------- --------------------------------
Title: Title:
[CORPORATE SEAL]
CRUSADER BANK, FSB
By: /s/ Xxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxxxx
---------------------------- ---------------------------------
Title: Director Xxxxxx X. Xxxxxxx, President
[CORPORATE SEAL]
WITNESSED:
[illegible] /s/ Xxxxxxx X. Xxxxxxx
------------------------- -----------------------------
XXXXXXX X. XXXXXXX
[illegible] /s/ Xxxxxxx X. Xxxxxxx
------------------------- -----------------------------
XXXXXXX X. XXXXXXX
12