EXHIBIT 4.3
CONVERTIBLE SUBORDINATED DEBENTURE
$4,000,000 November 10, 2000
Minneapolis, Minnesota
Select Comfort Corporation, a Minnesota corporation (the "COMPANY"), for
value received, hereby promises to pay to St. Paul Venture Capital V, LLC (the
"HOLDER"), at the Holder's office, the principal sum of Four Million Dollars
($4,000,000), on November 10, 2005 (the "MATURITY DATE"). This Debenture shall
not bear interest from the date of issuance through to the Maturity Date.
This Debenture is issued pursuant to the terms of that certain Asset
Purchase Agreement dated as of November 10, 2000, by and among the Company,
SleepTec, Inc., and St. Paul Venture Capital IV, LLC/St. Paul Venture Capital V,
LLC/St. Paul Venture Capital VI, LLC (the "PURCHASE AGREEMENT"). This Debenture
is subject to the terms and conditions of the Purchase Agreement, which is
hereby incorporated herein by reference.
This Debenture is subject to the following terms and conditions:
1. DEFINITIONS
As used in this Debenture, the following terms, where used with an initial
capital letter, have the following meanings:
1.1. COMPANY. The "Company" means Select Comfort Corporation, a Minnesota
corporation, and will also include its successors and assigns.
1.2. CORRESPONDING INDEBTEDNESS. "Corresponding Indebtedness" means any
other subordinated indebtedness of the Company that by its terms ranks on
parity with this Debenture.
1.3. THE HOLDER. "The Holder" means the registered holder of this
Debenture, or any person to whom this Debenture is subsequently properly
transferred and who becomes a registered holder of this Debenture.
1.4. PURCHASE MONEY INDEBTEDNESS. "Purchase Money Indebtedness" means
indebtedness evidenced by a note, debenture, bond or other written
instrument (whether or not secured by any lien or other security interest)
issued or assumed as all or a part of the consideration for the acquisition
of property, whether by purchase, merger, consolidation or otherwise.
1.5. SENIOR DEBT. "Senior Debt" means (a) the principal of and unpaid
interest on indebtedness (other than this Debenture and any Corresponding
Indebtedness) of the Company, or with respect to which the Company is a
guarantor, (i) for money borrowed evidenced by bonds, notes, debentures or
similar written obligations or (ii) constituting Purchase Money
Indebtedness or indebtedness secured by property acquired by the Company
subject to such indebtedness and for which the Company is directly or
contingently liable, whether outstanding on the date of this Debenture or
subsequently created, assumed or incurred, unless by the terms of the
instrument creating or evidencing the indebtedness it is provided that such
indebtedness is Corresponding Indebtedness or is otherwise not superior in
right of payment to this Debenture; and (b) any other indebtedness,
liability or obligation, contingent or otherwise, of the Company or with
respect to which the Company is a guarantor, which is created, assumed or
incurred after the date of this Debenture and which, when created, assumed
or incurred, is specifically designated by the Company as Senior Debt for
the purpose of this Debenture in the instrument creating or evidencing such
indebtedness, liability or obligation, or guaranty thereof; and (c) any
refundings, renewals or extensions of any indebtedness, liability or
obligation described in clauses (a) and (b) above. The term "Senior Debt"
does not include any short-term account payable (payable within ninety (90)
days or less of its creation) created or assumed by the Company in the
ordinary course of its business in connection with the obtaining of
materials or services.
2. SUBORDINATION
2.1. GENERALLY. Payment of the principal of and interest on the
indebtedness evidenced by this Debenture will be subordinate, and subject
in right of payment, to the extent and in the manner stated in this Section
2, to the prior payment in full of all Senior Debt. The provisions of this
Section 2 are intended solely for the purpose of defining the relative
rights of the Holder, the holders of Senior Debt and the holders of
Corresponding Indebtedness.
2.2. LIQUIDATION. Upon any full or partial payment or distribution of the
assets of the Company upon any dissolution, winding up, total liquidation
or reorganization of the Company (whether in bankruptcy, insolvency,
reorganization or receivership proceedings, upon an assignment for the
benefit of creditors or upon any other marshalling of the assets and
liabilities of the Company):
2.2.1 All Senior Debt (including interest accruing on such Senior Debt
after the date of filing of a petition or other action commencing any
such proceeding) will first be paid in full before the Holder will be
entitled to receive any payment or distribution of any character from
or by the Company, whether in cash, securities or other property, on
account of the principal of or interest on the indebtedness evidenced
by this Debenture;
2.2.2 Any payment or distribution of assets of the Company of any
character, whether in cash, securities or other property, on account
of the principal of or interest on the indebtedness evidenced by this
Debenture, which would, except for this Section 2, be payable or
deliverable in respect of this Debenture, will be paid or delivered
directly to the holders of the Senior Debt in the proportions in which
they hold the same, until the Senior Debt is paid in full; and
2.2.3 In the event that, despite the foregoing provisions, any payment
or distribution of assets of the Company of any character, whether in
cash, securities or other property (other than shares of Common Stock
issued upon conversion of this Debenture in accordance with Section
4.2 hereof), is received by the Holder
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before all Senior Debt is paid in full, such payment or distribution
will be held in trust for the benefit of, and will be paid over or
delivered to, the holders of such Senior Debt in the proportions in
which they hold the same, until the Senior Debt is paid in full.
2.3. DEFAULT ON SENIOR DEBT. In the event and during the continuation of
any default in respect of any Senior Debt, or under any agreement under
which any Senior Debt was issued, continuing beyond the period of grace, if
any, specified in such agreement, then unless and until such default is
cured or waived or has ceased to exist, no payment or distribution of
assets of the Company of any character, whether cash, securities or other
property, will be paid or delivered with respect to the principal of or
interest on this Debenture.
2.4. DEFAULT ON DEBENTURE. In the event that, pursuant to the terms of
Section 6 hereof, this Debenture shall be declared due and payable because
of an Event of Default, no payments shall be made to the Holder, on account
of principal or interest or otherwise, while any Senior Debt shall be
outstanding; provided, however, that if, within thirty (30) days after the
holders of all such Senior Debt have received written notice of such Event
of Default, the maturity of none of the Senior Debt shall have been
accelerated by such holders, the restriction contained in this Section 2.4
with respect to payments to the Holder shall terminate and be no longer in
effect. The Company agrees, for the benefit of the holders of Senior Debt,
that in the event that this Debenture shall be declared due and payable
because of an Event of Default hereunder, it will promptly give written
notice thereof to the holder or holders of all Senior Debt or to its or
their representative or representatives.
2.5. NONIMPAIRMENT. Nothing contained in this Debenture is intended to or
will (a) impair, as between the Company, its creditors and the Holder, the
obligation of the Company, which is absolute and unconditional, to pay to
the Holder the principal of and interest on this Debenture, as and when the
same becomes due and payable in accordance with its terms, or (b) affect
the relative rights of the Holder and other creditors of the Company other
than the holders of Senior Debt. Nothing contained in this Debenture will
prevent the Holder from exercising all remedies otherwise permitted by
applicable law upon any default under this Debenture, subject to the
rights, if any, under this Section 2, of the holders of the Senior Debt in
respect of cash, securities or other property of the Company received upon
exercise of any such remedy.
2.6. CONTINUING RIGHTS OF SENIOR DEBT. No right of any present or future
holder of the Senior Debt to enforce subordination as provided in this
Section 2 will at any time in any way be prejudiced or impaired by any act
or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of
this Debenture, regardless of any knowledge thereof which any such holder
may have or may be charged with having.
2.7. EXECUTION OF SUBORDINATION AGREEMENTS. The Holder of this Debenture
agrees to execute and deliver to the holder or holders of Senior Debt such
subordination agreements as may be reasonably requested by the holder or
holders of Senior Debt and as may be consistent with the terms and
conditions set forth in this Section 2.
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3. NO PREPAYMENT
This Debenture may not be prepaid in whole or in part at any time.
4. CONVERSION
4.1. CONVERSION PRICE. This Debenture is convertible into shares of the
Company's common stock, par value $0.01 per share (the "Common Stock") at
an initial conversion price equal to $5.50 per share (the "CONVERSION
PRICE"). The Conversion Price is subject to adjustment pursuant to Section
4.5 below.
4.2. OPTIONAL CONVERSION. Subject to the Company obtaining shareholder
approval if necessary under the applicable Nasdaq rules, the Holder shall
have the right, exercisable at any time in accordance with the terms of
this Section 4.2, to convert all or any portion of the principal balance
under this Debenture into shares of Common Stock. In the case of optional
conversion by the Holder pursuant to this Section 4.2, this Debenture must
be surrendered and accompanied by a written conversion notice in the form
attached hereto as Exhibit A (hereinafter referred to as the "CONVERSION
NOTICE") delivered to the Company at its principal office during usual
business hours.
4.3. CONVERSION SHARES. The shares of Common Stock issuable upon conversion
of this Debenture pursuant to this Section 4 are referred to herein as the
"CONVERSION Shares." The number of Conversion Shares shall be calculated by
dividing the principal amount of the Debenture or portion thereof to be
converted by the Conversion Price as adjusted from time to time as provided
herein.
4.4. ISSUANCE OF COMMON STOCK. The conversion of this Debenture will be
deemed to have been made at the close of business on the date on which this
Debenture has been surrendered for conversion with the Conversion Notice
duly executed (the "CONVERSION DATE"). As of the Conversion Date, the
rights of the Holder as a holder of this Debenture will cease and the
Holder will be treated for all purposes as having become the record holder
of the Conversion Shares as of such Conversion Date. No fractional shares
will be issued upon the conversion of this Debenture, but, instead of any
fraction of a share that would otherwise be issuable, the Company will
deliver an amount of cash equal to such fraction multiplied by the then
applicable Conversion Price.
4.5. ADJUSTMENT OF CONVERSION PRICE. The Conversion Price shall be subject
to adjustment from time to time as follows:
4.5.1 In case the Company shall subdivide its outstanding shares of
Common Stock into a greater number of shares at any time, the then
applicable Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case
the outstanding shares of Common Stock of the Company shall be
combined into a smaller number of shares, the then applicable
Conversion Price in effect immediately prior to such combination shall
be proportionately increased.
4.5.2 If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation,
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or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common
Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale,
lawful and adequate provision shall be made whereby the Holder shall
thereafter have the right to receive upon the terms and conditions
specified herein and in lieu of the Conversion Shares immediately
theretofore receivable upon the conversion of this Debenture, such
shares of stock, securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such
Common Stock equal to the number theretofore receivable upon the
conversion of this Debenture had such reorganization,
reclassification, consolidation, merger or sale not taken place, and
in any such case appropriate provision shall be made with respect to
the rights and interests of the Holder to the end that the provisions
hereof (including, without limitation, provisions for adjustments of
the then applicable Conversion Price and of the number of securities
receivable upon the conversion of this Debenture) shall thereafter be
applicable, as nearly as may be practicable, in relation to any shares
of stock, securities or assets thereafter receivable upon the
conversion of this Debenture.
4.5.3 In any case in which this Section 4.5 shall require that an
adjustment shall become effective immediately after a record date for
an event, and if the Holder should convert this Debenture after such
record date and before the occurrence of such event, then the Company
may defer until the occurrence of such event (i) issuing the
additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the
shares issuable upon such conversion before giving effect to such
adjustment and (ii) paying to the Holder any amount of cash in lieu of
a fractional share pursuant to Section 4.4 above.
4.5.4 All calculations under this Section 4 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case
may be.
4.5.5 Upon any adjustment of the Conversion Price, then and in each
such case, the Company shall give written notice thereof, by
first-class mail, postage prepaid, addressed to the Holder, at the
address of the Holder as shown on the books of the Company, which
notice shall state the Conversion Price resulting from such adjustment
and the increase or decrease, if any, in the number of Conversion
Shares issuable upon conversion of this Debenture at such price,
setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
4.5.6 The Company shall give the Holder five (5) days' written notice
prior to the effective date of any of the events described in Sections
4.5.1 or 4.5.2 above.
4.6. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Conversion
Price pursuant to Section 4.5, the number of Conversion Shares shall be
adjusted by dividing the then unpaid principal amount hereof by the
applicable per share Conversion Price in effect immediately following such
adjustment.
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4.7. COVENANTS OF COMPANY. The Company covenants that all of the Conversion
Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to
the issue thereof. The Company further covenants that during the period
within which this Debenture may be converted, the Company will at all times
have authorized, and reserved free of preemptive or other rights for the
purpose of issue, such number of shares of Conversion Shares as shall then
be issuable upon conversion of this Debenture as herein provided.
4.8. NO REGISTRATION. The Holder understands that neither the Debenture nor
the Conversion Shares have been registered under the Act, or applicable
securities laws, and the Debenture is (and the Conversion Shares will be)
issued pursuant to exemptions from registration under the Act and the state
securities laws. The Holder acknowledges that the Debenture, and the
Conversion Shares if issued, must be held indefinitely unless exemptions
from such registration are available. The Holder understands that the
Debenture may not be sold or transferred by the Holder except pursuant to
an effective registration statement under the Act and any applicable
securities laws, or an opinion of counsel acceptable to the Company that
such registration is not required. The Company agrees (for any Holder that
is a party to, or affiliated with any person that is a party to, the
Amended and Restated Registration Rights Agreement executed by the Company
as of December 28, 1995 (the "Registration Rights Agreement")), to extend
registration rights for the Conversion Shares that are equivalent to the
registration rights granted under the Registration Rights Agreement.
5. CONSOLIDATION, MERGER, SALE OR CONVEYANCE
5.1. GENERALLY. Nothing contained in this Debenture will prevent any
consolidation or merger of the Company with or into any other corporation
or corporations or successive consolidations or mergers in which the
Company or its successor or successors is a party or parties, or will
prevent any sale or conveyance of the property of the Company as an
entirety or substantially as an entirety to any other corporation
authorized to acquire and operate the same. However, the Company hereby
covenants and agrees that any such consolidation, merger, sale or
conveyance will be upon the condition that (a) immediately after such
consolidation, merger, sale or conveyance the corporation (whether the
Company or such other corporation) formed by or surviving any such
consolidation or merger, or to which such sale or conveyance will have been
made, will not be in default in the performance or observance of any of the
terms, covenants and conditions of this Debenture to be kept or performed
by the Company; and (b) the corporation (whether the Company or such other
corporation) formed by or surviving any such consolidation or merger, or to
which such sale or conveyance will have been made, will expressly assume
the due and punctual payment of the principal of this Debenture, according
to the terms of this Debenture, and the faithful performance and observance
of all of the covenants, conditions, and requirements of this Debenture to
be performed by the Company by a supplemental instrument executed and
delivered to the Holder by such corporation.
5.2. RELEASE; LIABILITY OF SUCCESSOR CORPORATION. In case of any such
consolidation, merger, sale or conveyance, and upon the assumption by any
successor corporation pursuant to Section 5.1 above, such successor
corporation will succeed to and be substituted for the Company, with the
same effect as if it had been named in this
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Debenture in the Company's place, and the Company (including any
intervening successor to the Company which has become obligated under this
Debenture) will be relieved of any further obligation under this Debenture.
All of the covenants, stipulations, promises, and agreements contained in
this Debenture by or on behalf of the Company will bind its successors and
assigns, whether so expressed or not.
6. DEFAULT
6.1. EVENTS OF DEFAULT. An "EVENT OF DEFAULT" will be deemed to occur upon
the happening of any of the following: (a) the failure to pay when due any
amount of principal payable hereunder, (b) the filing against the Company
which is not dismissed within sixty (60) days thereafter, or by the
Company, of a petition in bankruptcy or for an arrangement or
reorganization, (c) the making by the Company of a general assignment for
the benefit of creditors, (d) the appointment of a receiver or trustee for
the Company, (e) the institution of liquidation or dissolution or
reorganization proceedings with respect to the Company, or (f) the Company
becoming unable or admitting in writing an inability to pay its debts
generally as they become due.
6.2. RIGHTS ON DEFAULT. If an Event of Default occurs and is continuing,
the Holder may declare the principal of this Debenture, together with any
accrued and unpaid interest, if not already due, to be due and payable
immediately, by written notice to the Company; provided, however, that all
amounts due under this Debenture shall be automatically due and payable,
without any action of the Holder, upon an Event of Default pursuant to
Sections 6.1(b) - 6.1(f) above. Upon any such declaration, such principal
and interest will become due and payable immediately, anything contained in
this Debenture to the contrary notwithstanding.
6.3. ENFORCEMENT. If the principal of this Debenture, together with all
accrued and unpaid interest on this Debenture, becomes due and payable
immediately, whether by declaration of the Holder or automatically, the
Holder may proceed to protect and enforce its rights by an action at law,
suit in equity, or other appropriate proceeding. The Company shall pay all
costs and expenses of collection, including, without limitation, attorneys'
fees and disbursements in the event that any action, suit or proceeding
shall be brought by the Holder hereof to collect this Debenture.
7. COMPANY'S RIGHTS TO OFFSET CLAIMS AGAINST DEBENTURE
As a non-exclusive remedy for claims of indemnification under the Purchase
Agreement, the Company shall be entitled to offset its claims for
indemnification under the Purchase Agreement against any amount that may be owed
by the Company under this Debenture. The Company may effect such rights of
offset by giving written notice thereof to the Holder, specifying the nature and
amount of the claims to be offset. The Company agrees to give the Holder not
less than thirty (30) days notice of its intention to exercise its rights to
offset hereunder in order to give the Holder adequate opportunity to satisfy any
such claims in cash. The Holder shall not be entitled to convert this Debenture
pursuant to Section 4 hereof during the pendency of any notice of offset given
as described above.
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8. MISCELLANEOUS
8.1. NO VOTING RIGHTS. This Debenture shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.
8.2. GOVERNING LAW. This Debenture and all acts and transactions pursuant
to this Debenture and the rights and obligations of the parties to this
Debenture shall be governed, controlled, interpreted and defined by and
under the laws of the State of Minnesota and the laws of the United States
of America applicable therein, without regard to that body of law known as
conflicts of law.
8.3. SUCCESSORS AND ASSIGNS. Each party agrees that its rights and
obligations under this Debenture may not be transferred or assigned
directly or indirectly without the prior written consent of the other
party, which consent shall not be unreasonably withheld, except in
connection with the sale of all or substantially all of the assigning
party's related business. Subject to the foregoing sentence, this Debenture
shall be binding upon and inure to, the benefit of the parties, their
successors and assigns.
8.4. ENTIRE AGREEMENT; AMENDMENT. This Debenture and the other documents
delivered pursuant to this Debenture which are incorporated in this
Debenture by reference, constitutes the entire agreement of the parties
with respect to the subject matter, and supersedes all prior or
contemporaneous understandings or agreements, whether written or oral,
between the parties hereto with respect to such subject matter. No
amendment or modification of this Debenture or any term of this Debenture
shall be valid or binding upon the parties unless made in writing and
signed by the duly authorized representatives of both parties.
8.5. NOTICES AND DATES. Unless otherwise provided in this Debenture, any
notice required or permitted by this Debenture shall be in writing and
shall be deemed sufficient upon delivery, when delivered personally or by
overnight courier and addressed to the party to be notified at such party's
address as set forth on the signature page to this Debenture or as
subsequently modified by written notice. If any date provided for in this
Debenture falls on a Saturday, Sunday or legal holiday, such date shall be
deemed extended to the next business day.
8.6. PARTIAL INVALIDITY. If any term, provision, covenant or restriction of
this Debenture is held to be invalid, void or unenforceable by a court of
competent jurisdiction, then the remaining provisions shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
The parties agree to renegotiate in good faith any term held invalid and to
be bound by the mutually agreed substitute provision in order to give the
most approximate effect intended by the parties.
8.7. NO WAIVER. No waiver of any term or condition of this Debenture shall
be valid or binding on either party unless agreed in writing by the Party
to be charged. The failure of either party to enforce at any time any of
the provisions of this Debenture, or the failure to require at any time
performance by the other party of any of the provisions of this Debenture,
shall in no way be construed to be a present or future waiver of such
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provisions, nor in any way affect the validity of either party to enforce
each and every such provision thereafter.
8.8. CAPTIONS AND HEADINGS. The section headings contained in this
Debenture are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Debenture. The captions and headings
used herein are for convenience and ease of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Debenture.
8.9. COUNTERPARTS. This Debenture may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
8.10. FURTHER ASSURANCES. Each of the parties hereto from time to time at
the request and expense of the requesting party and without further
consideration shall execute and deliver such other instruments of transfer,
conveyance and assignment and take such further action as the requesting
party may require to more effectively complete any matter provided for
herein.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by
its duly authorized officer and this Debenture to be dated as of November 10,
2000.
SELECT COMFORT CORPORATION
By /s/ Mark A. Kimball
-----------------------------
Mark A. Kimball
Senior Vice President and
General Counsel
Address: 6105 Trenton Lane North
Minneapolis, MN 55442
Agreed and accepted by:
ST. PAUL VENTURE CAPITAL V, LLC
By: /s/ Patrick A. Hopf
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Its: Managing General Partner
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Address: 10400 Viking Drive, Suite 500
Minneapolis, MN 55344
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RESTRICTION ON TRANSFER
THIS DEBENTURE MAY NOT BE RESOLD OR TRANSFERRED UNDER ANY CIRCUMSTANCES.
THE CONVERSION SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE RESOLD OR
TRANSFERRED UNLESS SUCH RESALE OR TRANSFER IS EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
SECURITIES LAWS, AND THE COMPANY RECEIVES, PRIOR TO RESALE OR TRANSFER, WRITTEN
REPRESENTATIONS OF THE HOLDER AND PROPOSED TRANSFEREE SATISFACTORY TO THE
COMPANY REGARDING SUCH TRANSFER OR, AT THE ELECTION OF THE COMPANY, AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE
PROPOSED TRANSFER OF THE CONVERSION SHARES MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OR QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS,
OR THE RESALE OR TRANSFER OF THE CONVERSION SHARES IS REGISTERED UNDER THE
SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS.
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EXHIBIT A TO CONVERTIBLE SUBORDINATED DEBENTURE
FORM OF CONVERSION NOTICE
_______________, 20__
Select Comfort Corporation
6105 Trenton Lane North
Minneapolis, MN 55442
Attention: President and CEO
Pursuant to the terms of Section 4.2 of that certain Convertible Subordinated
Debenture dated _______________, 2000 and issued by Select Comfort Corporation
(the "Debenture"), notice is hereby given that the Holder elects to convert
$_________ of the principal amount of the Debenture into shares of Common Stock
(as defined in the Debenture). The originally issued Debenture accompanies this
Conversion Notice and is surrendered by the Holder for conversion of the
principal amount stated above in accordance with the terms of the Debenture.
The shares of Common Stock issuable upon conversion of the Debenture (and, if
applicable, a check for any amount payable in lieu of a fractional share
interest and a replacement debenture instrument in the principal amount of the
Debenture that remains outstanding following the conversion effected hereby)
shall be issued in the name of the Holder and forwarded to:
-----------------------------------
-----------------------------------
-----------------------------------
[THE HOLDER]
By:
-----------------------------------------
Its:
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