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Exhibit 10.1
STOCKHOLDER OPTION AGREEMENT
AGREEMENT dated as of October 17, 1997 between Xxxxxxx Electric Co., a
Missouri corporation ("BUYER"), and Xxxxxx X. Canada (the "STOCKHOLDER").
W I T N E S S E T H:
WHEREAS, immediately prior to the execution of this Agreement, Buyer,
Computational Systems, Incorporated, a Tennessee corporation (the "COMPANY"),
and Emersub LVII, Inc., a Delaware corporation ("MERGER SUBSIDIARY"), have
entered into an Agreement and Plan of Merger (as such agreement may hereafter be
amended from time to time, the "MERGER AGREEMENT"), pursuant to which Merger
Subsidiary will be merged with and into the Company (the "MERGER"); and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Buyer has required that the Stockholder agree, and the Stockholder
has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE 1
OPTION
SECTION 1.01. Grant of Option. The Stockholder hereby grants to Buyer
an irrevocable, unconditional option (the "OPTION") to purchase any and all of
the shares of common stock, no par value per share, of the Company beneficially
owned (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT")) by the Stockholder or with respect to which the
Stockholder has a contractual right to acquire, whether conditioned on continued
employment, payment of the purchase price therefor or otherwise (the "SHARES"),
at a purchase price of $29.65 per Share (the "PURCHASE PRICE").
SECTION 1.02. Exercise of Option. (a) Subject to the conditions set
forth in Section 1.05 hereof, the Option may be exercised by Buyer, in whole or
in part, at any time or from time to time after the termination of the Merger
Agreement pursuant to (x) Section 9.01(b)(iii) thereof; provided that a Takeover
Proposal (as
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defined in the Merger Agreement) shall have been publicly announced at any time
prior to the date of the Company's stockholder vote on the approval of the
Merger and the Merger Agreement, or (y) Section 9.01(c) thereof and, in each
case, prior to the 30th business day after such termination. In the event Buyer
wishes to exercise the Option for all or some of the Shares, Buyer shall send a
written notice (the "EXERCISE NOTICE") to the Stockholder and Escrow Agent (as
defined in Section 1.03) specifying the total number of Shares it wishes to
purchase pursuant to such exercise and the place, the date (not less than one
nor more than 20 business days from the date of the Exercise Notice), and the
time for the closing of such purchase, provided that such date and time may be
earlier than one day after the Exercise Notice if reasonably practicable. Each
closing of a purchase of Shares (a "CLOSING") shall take place at the place, on
the date and at the time designated by Buyer in its Exercise Notice, provided
that if, at the date of the Closing herein provided for, the conditions set
forth in Section 1.05 shall not have been satisfied (or waived by the
Stockholder), Buyer may postpone the Closing until a date within five business
days after such conditions are satisfied.
(b) Buyer shall not be under any obligation to deliver any Exercise
Notice and may allow the Option to terminate without purchasing any Shares
hereunder; provided however that once Buyer has delivered to the Stockholder an
Exercise Notice, subject to the terms and conditions of this Agreement, Buyer
shall be bound to effect the purchase as described in such Exercise Notice.
SECTION 1.03. Deposit in Escrow. Within five calendar days of the
execution and delivery of this Agreement, the Stockholder shall execute and
deliver to Buyer and the escrow agent (the "ESCROW AGENT") a copy of the Escrow
Agreement in the form attached hereto as Exhibit A (the "ESCROW AGREEMENT").
Concurrently with the execution and delivery of the Escrow Agreement, the
Stockholder shall deliver a certificate or certificates representing (or cause
to be made book entry delivery to an account designated by the Escrow Agent of)
all of the Shares to the Escrow Agent, duly endorsed or accompanied by stock
powers duly executed in blank. All Shares so delivered to the Escrow Agent shall
remain subject to the Escrow Agreement until the earlier of (i) the purchase of
any of such Shares by Buyer hereunder, or (ii) termination of this Agreement.
SECTION 1.04. Closing. At any Closing, (a) Buyer shall deliver to the
Stockholder a certified or bank cashier's check payable to or upon the order of
the Stockholder in an amount equal to (i) the number of the Shares being
purchased at such Closing multiplied by (ii) the Purchase Price (the "PURCHASE
AMOUNT"), and (b) upon receipt of the items enumerated in Section 2 of the
Escrow Agreement, the Escrow Agent shall deliver to Buyer a certificate or
certificates representing such Shares, duly endorsed or accompanied by stock
powers duly
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executed in blank, or make book entry delivery of such Shares to an account
designated by Buyer.
SECTION 1.05. Conditions to the Obligations of the Stockholder. The
obligations of the Stockholder to sell Shares at any Closing is subject to the
following conditions:
(a) The representations and warranties of Buyer contained in
Article 4 shall be true and correct in all material respects on the
date thereof.
(b) All waiting periods under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended, and the rules and
regulations promulgated thereunder (the "HSR ACT") applicable to the
exercise of the Option shall have expired or been terminated.
(c) There shall be no preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency
or commission, nor any statute, rule, regulation or order promulgated
or enacted by any governmental authority, prohibiting or otherwise
restraining the exercise of the Option.
SECTION 1.06. Adjustment Upon Change in Capitalization or Merger. (a)
In the event of any change in the Company's capital stock by reason of stock
dividends, stock splits, mergers, consolidations, recapitalizations,
combinations, conversions, exchanges of shares, extraordinary or liquidating
dividends, or other changes in the corporate or capital structure of the Company
which would have the effect of diluting or changing Buyer's rights hereunder,
the number and kind of shares or securities subject to the Option and the
purchase price per Share (but not the total purchase price) shall be
appropriately and equitably adjusted so that Buyer shall receive upon exercise
of the Option the number and class of shares or other securities or property
that Buyer would have received in respect of the Shares purchasable upon
exercise of the Option if the Option had been exercised immediately prior to
such event. The Stockholder shall take such steps in connection with such
consolidation, merger, liquidation or other such action as may be necessary to
assure that the provisions hereof shall thereafter apply as nearly as possible
to any securities or property thereafter deliverable upon any exercise of the
Option.
(b) In the event the consideration per Share to be paid by Buyer
pursuant to the Merger is increased, the Purchase Price shall be similarly
increased.
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ARTICLE 2
GRANT OF PROXY
The Stockholder hereby revokes any and all previous proxies granted
with respect to the Shares. By entering into this Agreement, the Stockholder
hereby grants a proxy appointing Buyer as his attorney-in-fact and proxy, with
full power of substitution, for and in such Stockholder's name, to vote the
Shares held of record by such Stockholder (a) in favor of the Merger Agreement
and the transactions contemplated by the Merger Agreement (including the Merger)
and any actions required in furtherance thereof; (b) against any action or
agreement that would result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement; and (c) against any and all of the following actions
(other than the Merger and the transactions contemplated by the Merger
Agreement):
(i) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the
Company or its subsidiaries;
(ii) any sale, lease or transfer of a material amount of
assets of the Company or its subsidiaries, or any share exchange,
reorganization, restructuring, recapitalization, special dividend,
dissolution or liquidation of the Company or its subsidiaries; or
(iii) (A) any change in a majority of the persons who
constitute the board of directors of the Company; (B) any material
change in the present capitalization of the Company including any
proposal to issue or sell a substantial equity interest in the Company
or its subsidiaries; (C) any amendment of the Company's certificate of
incorporation or by-laws; (D) any other change in the Company's
corporate structure or business; or (E) any other action which is
intended, or could reasonably be expected, to impede, interfere with,
delay, postpone, or materially adversely affect the Merger or the
transactions contemplated by this Agreement or the Merger Agreement.
The proxy granted by the Stockholder pursuant to this Article 2 is irrevocable,
is coupled with an interest and shall survive the death, disability, incapacity
or incompetency of the Stockholder and in all other circumstances; provided,
however, that such proxy shall be automatically revoked upon termination of this
Agreement in accordance with its terms. For Shares of which the Stockholder is
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the beneficial but not the record owner, the Stockholder shall use his best
efforts to cause any record owner of such Shares to grant to Buyer a proxy to
the same effect as that contained herein. The Stockholder shall perform such
further acts and execute such further documents as may be required to vest in
Buyer the sole power to vote such Shares during the term of the proxy granted
herein.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder represents and warrants to Buyer that:
SECTION 3.01. Valid Title. The Stockholder is the sole, true, lawful
and beneficial owner of the Shares purported to be owned by the Stockholder with
no restrictions on his voting rights or rights of disposition pertaining
thereto. At any Closing, the Stockholder will convey good and valid title to the
Shares being purchased free and clear of any and all claims, liens, charges,
encumbrances and security interests. None of the Shares is subject to any voting
trust or other agreement or arrangement with respect to the voting of such
Shares.
SECTION 3.02. Non-Contravention. The execution, delivery and
performance by the Stockholder of this Agreement and the consummation of the
transactions contemplated hereby do not and will not contravene or constitute a
default under or give rise to a right of termination, cancellation or
acceleration of any right or obligation of the Stockholder or to a loss of any
benefit of the Stockholder under any provision of applicable law or regulation
or of any agreement, judgment, injunction, order, decree or other instrument
binding on the Stockholder or result in the imposition of any lien on any asset
of the Stockholder.
SECTION 3.03. Binding Effect. This Agreement is a valid and binding
Agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
SECTION 3.04. Total Shares. As of the date of this Agreement, the
Stockholder beneficially owns 1,070,692 Shares (of which 1,066,652 of these
Shares are held of record) and has options to purchase an aggregate of 24,661
Shares (of which options to purchase an aggregate of 4,040 Shares are
exercisable). Except as set forth in this Section and except for 53,000 Shares
held of record by the Stockholder as trustee for the benefit of Xxxxxxx X.
Xxxxx'x children, the Stockholder owns no securities of the Company or options
to
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purchase or rights to subscribe for or otherwise acquire any securities of the
Company and has no other interest in or voting rights with respect to any
securities of the Company.
SECTION 3.05. Finder's Fees. No investment banker, broker or finder is
entitled to a commission or fee from Buyer or the Company in respect of this
Agreement based upon any arrangement or agreement made by or on behalf of the
Stockholder.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Stockholder:
SECTION 4.01. Corporate Power and Authority. Buyer has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby
have been duly authorized by the board of directors of Buyer and no other
corporate action on the part of Buyer is necessary to authorize the execution,
delivery or performance by Buyer of this Agreement and the consummation by Buyer
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Buyer and is a valid and binding Agreement of Buyer,
enforceable against Buyer in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights generally.
SECTION 4.02. Acquisition for Buyer's Account. The Shares to be
acquired by Buyer upon any exercise of the Option will be acquired by Buyer for
its own account and not with a view to the public distribution thereof and will
not be transferred except in compliance with the Securities Act of 1933.
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ARTICLE 5
COVENANTS OF THE STOCKHOLDER
The Stockholder hereby covenants and agrees that:
SECTION 5.01. No Proxies for or Encumbrances on Shares. Except
pursuant to the terms of this Agreement, the Stockholder shall not, without the
prior written consent of Buyer, directly or indirectly, (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any of the Shares or (ii) acquire, sell, assign, transfer,
encumber or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect acquisition
or sale, assignment, transfer, encumbrance or other disposition of, any of the
Shares during the term of this Agreement. The Stockholder shall not seek or
solicit any such acquisition or sale, assignment, transfer, encumbrance or other
disposition or any such contract, option or other arrangement or assignment or
understanding and agrees to notify Buyer promptly and to provide all details
requested by Buyer if the Stockholder shall be approached or solicited, directly
or indirectly, by any person with respect to any of the foregoing.
SECTION 5.02. No Shopping. The Stockholder shall not directly or
indirectly (i) solicit, initiate or knowingly encourage (or authorize any person
to solicit, initiate or knowingly encourage) the submission of any Takeover
Proposal or (ii) subject to the fiduciary duty of the Stockholder as a director
of the Company under applicable law, participate in any discussions or
negotiations regarding, or furnish to any person any information with respect to
the Company, or take any other action to facilitate any inquiries or the making
of any proposal that constitutes or may reasonably be expected to lead to a
Takeover Proposal. The Stockholder shall promptly advise Buyer of the terms of
any communications it may receive relating to any of the foregoing.
ARTICLE 6
MISCELLANEOUS
SECTION 6.01. Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
SECTION 6.02. Further Assurances. In the event any exercise of the
Option occurs, each of Buyer and the Stockholder will execute and deliver or
cause to be executed and delivered all further documents and instruments and use
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its best efforts to secure such consents and take all such further action as may
be reasonably necessary in order to consummate the transactions contemplated
hereby or to enable Buyer to exercise and enjoy all benefits and rights of the
Stockholder with respect to the Shares to be acquired upon such exercise of the
Option.
SECTION 6.03. Additional Agreements. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary, proper or advisable under applicable laws and
regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this
Agreement, to obtain all necessary waivers, consents and approvals and effect
all necessary registrations and filings, including, but not limited to, filings
under the HSR Act, responses to requests for additional information related to
such filings, and submission of information requested by governmental
authorities, and to rectify any event or circumstances which could impede
consummation of the transactions contemplated hereby.
SECTION 6.04. Specific Performance. Buyer and the Stockholder agree
that Buyer would be irreparably damaged if for any reason the Stockholder failed
to sell the Shares (or other securities deliverable pursuant to Section 1.06) to
be purchased upon any exercise of the Option or to perform any of its other
obligations under this Agreement, and that Buyer would not have an adequate
remedy at law for money damages in such event. Accordingly, Buyer shall be
entitled to specific performance and injunctive and other equitable relief to
enforce the performance of this Agreement by the Stockholder. This provision is
without prejudice to any other rights that Buyer may have against the
Stockholder for any failure to perform his obligations under this Agreement.
SECTION 6.05. Notices. All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly given when
delivered in person, by cable, telegram or telex, or by registered or certified
mail (postage prepaid, return receipt requested) to such party at its address
set forth on the signature page hereto.
SECTION 6.06. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall survive
delivery of and payment for the Shares to be acquired by Buyer upon any exercise
of the Option.
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SECTION 6.07. Amendments; Termination. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. This Agreement
will automatically terminate upon the termination of the Merger Agreement in
accordance with its terms, except that if the termination of the Merger
Agreement results in the Option becoming exercisable as provided in Section 1.02
hereof, then this Agreement shall automatically terminate on the 31st business
day after such termination. Such termination will not adversely affect any
rights that have accrued hereunder prior to the date of such termination.
SECTION 6.08. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto.
SECTION 6.09. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of Delaware without giving effect to the
principles of conflicts of laws thereof.
SECTION 6.10. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective on October 18, 1997 when each
party hereto shall have received counterparts hereof signed by all of the other
parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXXX ELECTRIC CO.
By: /s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx
Assistant Vice President-Development
Xxxxxxx Electric Co.
0000 X. Xxxxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
/s/ Xxxxxx X. Canada
----------------------------------
Xxxxxx X. Canada
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
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EXHIBIT A
ESCROW AGREEMENT
AGREEMENT dated as of October __, 1997 among Xxxxxxx Electric Co., a
Missouri corporation ("BUYER"), Xxxxxx X. Canada (the "STOCKHOLDER") and
___________ (the "ESCROW AGENT").
The parties hereto hereby agree as follows:
1. Pursuant to Section 1.03 of the Stockholder Option Agreement, the
Stockholder hereby delivers to the Escrow Agent a certificate or certificates
representing the Shares (the "CERTIFICATES"). The Escrow Agent hereby
acknowledges receipt of the Certificate or Certificates in escrow pursuant to
the terms and conditions of this Agreement.
2. (a) Upon receipt of (i) a certificate of Buyer stating that (x) all
conditions set forth in the Stockholder Option Agreement have been met or waived
pursuant to the terms thereof and (y) Buyer has tendered the Purchase Amount as
provided therein and (ii) evidence from Buyer that the Purchase Amount has been
so tendered and received by the Stockholder, the Escrow Agent will deliver to
Buyer the Certificates.
(b) The Escrow Agent will deliver the Certificates to Buyer upon
receipt of the certificate and evidence provided for in paragraph 2(a) above,
notwithstanding any claim given to, or demand made upon, the Escrow Agent or any
action taken or threatened to be taken by any other person or entity. The Escrow
Agent's obligation to so deliver such Certificates shall survive the death,
disability, incapacity, incompetence or other circumstance relating to the
Stockholder.
(c) Buyer will deliver simultaneously to the Stockholder a copy of all
certificates, evidences and instructions delivered to the Escrow Agent
hereunder.
3. Except pursuant to the terms and conditions of this Agreement or by
joint written instructions signed by all parties hereto, the Escrow Agent shall
not sell, transfer or otherwise dispose of in any manner the Shares held in
escrow by it.
4. The duties and obligations of the Escrow Agent shall be determined
solely by the express provisions of this Agreement and the Escrow Agent shall
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be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement.
5. The Escrow Agent is not a party to, and is not bound by or charged
with notice of, any agreement out of which this escrow may arise, including but
not limited to the Stockholder Option Agreement.
6. The Escrow Agent shall not be responsible for any failure or
inability of the other parties hereof, or any one of them, to perform or comply
with the provisions of this Agreement or the Stockholder Option Agreement.
7. In the performance of its duties hereunder, the Escrow Agent shall
be entitled to rely upon any document, instrument or signature believed by it in
good faith to be genuine and signed by any party hereto or an authorized officer
or agent thereof, and shall not be required to investigate the truth or accuracy
of any statement contained in any such document or instrument. The Escrow Agent
may assume that any person purporting to give any notice in accordance with the
provisions hereof has been duly authorized to do so.
8. The Escrow Agent shall not be liable for any error of judgment, or
any action taken, suffered or omitted to be taken hereunder except in the case
of its gross negligence or willful misconduct, nor shall it be liable for the
default or misconduct of any employee, agent or attorney appointed by it who
shall have been selected with reasonable care.
9. The Escrow Agent shall have no responsibility as to the validity or
value of the escrowed Shares. The Escrow Agent shall have no duty as to the
collection or protection of the Shares held in escrow by it or income thereon,
nor as to the preservation of any rights pertaining thereto, beyond the safe
custody of any such securities actually in its possession.
10. The Escrow Agent or any successor to it as escrow agent hereafter
appointed may at any time resign and be discharged of the duties imposed
hereunder by giving notice to each of the parties hereto, such resignation to
take effect upon a successor escrow agent's acceptance of appointment.
11. Upon execution of this Agreement the Escrow Agent shall receive an
acceptance fee in the amount to which the Escrow Agent and Buyer have heretofore
agreed together with reasonable attorney's fees incurred in connection with the
preparation of this Agreement.
12. Buyer will reimburse and indemnify the Escrow Agent for, and hold
it harmless against, any loss, liability or expense, including, but not limited
to,
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reasonable attorney's fees, incurred without gross negligence or willful
misconduct on the part of the Escrow Agent arising our of or in connection with
the acceptance of, or the performance of its duties and obligations under, this
Agreement, as well as the reasonable costs and expenses of defending itself
against any claim or liability arising out of or relating to this Agreement.
13. All notices, requests, demands and other communications provided
for by this Agreement (unless otherwise specified herein) shall be in writing
and delivered by mail, telegram, telex or personal delivery and shall be given
to all persons specified below, and shall be deemed given, if by telegram, telex
or personal delivery when received, and if mailed, two business days after being
mailed postage prepaid, registered or certified mail, and addressed to the
respective parties as set forth below or at such other address as any party may
specify to the other parties in writing (such change of address to become
effective only upon receipt of such notification in writing).
If to the Stockholder:
Xxxxxx X. Canada
000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Fax: (000) 000-0000
If to Buyer:
Xxxxxxx Electric Co.
0000 X. Xxxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx
If to the Escrow Agent:
________________
________________
________________
14. This Agreement shall terminate upon the earlier of (a) the
transfer of all the Shares by the Escrow Agent to Buyer as provided in Section 2
of this Agreement or (b) the termination of the Stockholder Option Agreement as
provided therein. The Stockholder and Buyer shall give notice to the Escrow
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Agent of a termination of this Agreement pursuant to clause 14(b) above and,
upon receipt of both such notices, any Shares held by the Escrow Agent pursuant
hereto shall be returned immediately to the Stockholder.
15. This Agreement shall be governed by and construed and enforced in
accordance with the law of the State of Delaware.
16. This Agreement may be amended, modified, superseded or canceled,
and any of the terms hereof may be waived, only by written instrument executed
by the parties hereto or, in the case of a waiver, by the party waiving
compliance. The failure of any party at any time to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any breach of any term contained in this
Agreement shall be deemed to be or construed as a further or continuing waiver
of any such breach in any subsequent instance or a waiver of any breach of any
other term contained in this Agreement.
17. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXXX ELECTRIC CO.
By:____________________________________
Xxxxxx X. Xxxx
Assistant Vice President-Development
[ESCROW AGENT]
By:____________________________________
Name:
Title:
____________________________________
Xxxxxx X. Canada
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