ESCROW AND SECURITY AGREEMENT
-----------------------------
THIS ESCROW AND SECURITY AGREEMENT (this "Agreement") made as of June
11, 2001, by and among Acirca, Inc., a Delaware corporation ("Buyer"), Spectrum
Organic Products, Inc., a California corporation ("Seller"), and Webster Trust
Company, N.A., as Escrow Agent (the "Escrow Agent").
W I T N E S S E T H:
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WHEREAS Buyer and Seller have entered into an Asset Purchase Agreement
(the "Purchase Agreement") dated as of June 11, 2001, pursuant to which Buyer
has acquired the Business and the Purchased Assets and paid the Closing Purchase
Price, in each case as such term is defined therein;
WHEREAS, pursuant to Article V of the Purchase Agreement, Seller has
agreed to indemnify and hold harmless the Buyer Indemnitees with respect to
certain liabilities;
WHEREAS, pursuant to Section 1.8 of the Purchase Agreement, Buyer has
paid $350,000 of the Closing Purchase Price (the "Escrowed Amount") to the
Escrow Agent to be held in escrow pursuant to the terms of this Agreement; and
WHEREAS, in order to induce Buyer to pay the Escrowed Amount to the
Escrow Agent, and in consideration therefor, Seller has agreed to grant to Buyer
a perfected lien on and security interest in the Escrowed Amount;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and in the Purchase Agreement, the parties hereto
hereby agree as follows:
ARTICLE I
Certain Definitions
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Capitalized terms used but not defined herein have the meaning
assigned to such terms in the Purchase Agreement. In addition, capitalized terms
used herein have the meaning set forth in this Article I or elsewhere in this
Agreement.
The term "Escrowed Funds" means the Escrowed Amount plus all interest
accrued thereon as provided in Section 2.02 hereof minus the sum of (i) any
Indemnity Amounts paid to Buyer Indemnitees pursuant to Section 4.01 or 4.02(b)
hereof, (ii) any Indemnity Stepdown Payments paid to Seller pursuant to Secton
4.02 (a) hereof, (iii) any amounts paid by Buyer to the Accounting Firm (as
defined herein) to determine the Remaining Indemnity Amount pursuant to Section
4.02 or 4.03 hereof and (iv) any amounts distributed to Seller pursuant to
Section 4.03 or 4.04 hereof.
The term "Indemnity Stepdown Payment" means the amount of the Escrowed
Funds paid by Buyer to Seller on each of the Indemnity Stepdown Payment Dates as
provided in Section 4.02 hereof.
The term "Indemnity Stepdown Payment Dates" means each of the
six-month and one-year anniversaries of the Closing Date.
The term "Remaining Indemnity Amount" means, as of any date, the
aggregate amount of Damages that are reasonably likely to arise in connection
with all Claims theretofore made by a Buyer Indemnitee for which indemnification
is provided pursuant to Article V of the Purchase Agreement.
The term "Termination Date" means the first anniversary of the Closing
Date.
ARTICLE II
Creation of Escrow;
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Investment of Escrowed Funds
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SECTION 2.01. Creation of Escrow. The Escrow Agent hereby agrees to
accept the Escrowed Amount and hold the Escrowed Funds in escrow in a collateral
account entitled _________ at the Escrow Agent (the "Collateral Account")
pursuant to the terms of this Agreement. Except as otherwise provided in Section
3.01 hereof, the Escrow Agent hereby agrees that the Collateral Account and all
Escrowed Funds held hereunder shall be held for the account of Seller; provided
that, subject to applicable bankruptcy law, the Seller and Buyer expressly agree
that no portion of the Collateral Account or the Escrowed Funds shall be or
become part of the bankruptcy estate of Seller in the event that Seller is or
becomes the subject debtor of a bankruptcy proceeding.
SECTION 2.02. Investment of Escrowed Funds, The Escrow Agent, at the
written direction of Seller, shall, to the extent practicable, invest and
reinvest the Escrowed Funds in any of the following as may be specified in
writing by Seller: (i) readily marketable direct obligations of or obligations
guaranteed by the United States of America maturing within one year from their
respective dates of issuance, (ii) certificates of deposit maturing within 30
days from their respective dates of issuance and issued by state or national
banking institutions each of which shall have a capital and undivided surplus
(as reflected in its latest publicly available financial statements) aggregating
at least $50 million, (iii) municipal bonds of issuers that have a class of
short-term obligations rated in one of the three highest debt-rating categories
for short-term debt by Standards & Poor's, Moody or Fitch, maturing within one
year of their dates of issuance, and (iv) money market mutual funds meeting the
requirements of Rule 2a-7 under the Investment Company Act of 1940, maturing
within one year of their dates of issuance (the foregoing clauses (i) through
(iv) being hereinafter referred to as "Investments").
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ARTICLE III
Grant of Security Interest
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SECTION 3.01. Grant. Seller hereby grants to Buyer, to the extent and
so long as any of the Escrowed Amount and all moneys from time to time held
standing to the credit thereof are held by the Escrow Agent hereunder, as of and
from the date such funds are received by the Escrow Agent, a perfected, first
priority security interest in the Collateral Account, such funds and Seller's
right to receive distributions thereof (collectively, the "Secured Funds"), to
secure the payment of the amounts, if any, payable to the Buyer Indemnitees
pursuant to Article V of the Purchase Agreement. In connection therewith, Seller
expressly agrees (i) that the Escrow Agent is acting as Buyer's agent solely to
the extent necessary to perfect Buyer's first priority security interest in the
Secured Funds; and (ii) to execute and deliver such instruments as Buyer may
from time to time reasonably request for the purpose of evidencing and
perfecting such security interest.
SECTION 3.02. Representations and Covenants of Seller. Seller hereby
represents, warranties and covenants as follows:
(a) As a result of the execution and delivery of this Agreement and the
filing of any financing statements or other documents necessary to assure,
preserve and perfect the security interest created hereby, Buyer shall have a
valid, perfected, enforceable lien on, and a continuing security interest in,
the Secured Funds, enforceable and superior as such as against creditors and
purchasers and such lien shall be superior and prior to all other liens on the
Secured Funds;
(b) Seller shall promptly give written notice to Buyer of any levy or
attachment, execution or other process against any of the Secured Funds;
(c) Seller at its sole cost and expense shall take any and all actions
reasonably necessary or desirable to defend the Secured Funds against the claims
and demands of all persons other than Buyer Indemnitees and to defend the
security interest of Buyer in the Secured Funds and the priority thereof against
any adverse lien of any nature; and
(d) Seller shall pay and discharge when due all taxes, levies and other
charges on the Secured Funds, unless such tax, levy or other charge is being
contested in good faith and with respect to which adequate reserves as
determined in good faith by Seller have been established and are being
maintained.
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ARTICLE IV
Distributions from Escrow
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SECTION 4.01. Distributions to Buyer Indemnitees. If at any time and
from time to time Buyer advises the Escrow Agent in writing (with a copy
delivered simultaneously to Seller) (such notice, a "Claim") (a) that a Buyer
Indemnitee is entitled to indemnification pursuant to Article V of the Purchase
Agreement and (b) of the amount of indemnification due (the "Indemnity Amount"),
then the Escrow Agent shall, between sixteen and twenty Business Days after the
date of receipt of the written notice from Buyer, deliver Escrowed Funds equal
to the Indemnity Amount to Buyer (or any persons designated in writing by
Buyer), unless the Escrow Agent shall have received, within fifteen Business
Days after the date the Escrow Agent received such written notice from Buyer, a
written objection from Seller to such delivery setting forth the amount in
dispute, in which case the Escrow Agent shall deliver any undisputed amount to
Buyer (or its designee) and shall continue to hold the disputed amount until
either (A) receipt of a certificate signed by Buyer and Seller directing the
Escrow Agent to deliver Escrowed Funds equal to the agreed Indemnity Amount set
forth in such certificate to Buyer or (B) receipt of an order of a court of
competent jurisdiction directing the Escrow Agent to deliver Escrowed Funds
equal to the disputed Indemnity Amount specified therein to Buyer (or its
designee).
SECTION 4.02. Distributions to Seller on Indemnity Stepdown Payments.
(a) No later than 45 calendar days prior to each Indemnity Stepdown Payment
Date, Buyer and Seller shall attempt in good faith to agree in writing to an
estimate of the Remaining Indemnity Amount as of such date. In the event that
Buyer and Seller are unable to agree to the Remaining Indemnity Amount by the
30th calendar day prior to the Indemnity Stepdown Payment Date, then a
nationally recognized independent accounting firm not then engaged by Buyer or
Seller (the "Accounting Firm") shall determine such amount within 30 calendar
days thereafter. The fees and expenses of the Accounting Firm shall be shared
equally by Buyer and Seller. In determining such Remaining Indemnity Amount with
respect to Claims relating to a matter then in litigation, the Accounting Firm
will take steps similar to those that would be taken in establishing a reserve
under FAS 5 (including consultation with the counsel litigating such matter).
After the Remaining Indemnity Amount is determined, on each Indemnity Stepdown
Payment Date, a copy of such determination, signed by both Buyer and Seller,
shall be delivered to the Escrow Agent. As promptly as practicable following the
determination of the Remaining Indemnity Amount, the Escrow Agent shall deliver
to Seller the Indemnity Stepdown Payment for such Indemnity Stepdown Payment
Date, the amount of which shall be, (i) on the first Indemnity Stepdown Payment
Date, the lesser of (A) $175,000 and (B) the difference between (1) the Escrowed
Funds (immediately prior to payment of any Indemnity Stepdown Payment on such
date) minus (2) the Remaining Indemnity Amount as of such date, and (ii) on the
second Indemnity Stepdown Payment Date, the amount equal to the amount, if any,
by which the Escrowed Funds (immediately prior to payment of any Indemnity
Stepdown Payment on such date) exceed the Remaining Indemnity Amount as of such
date.
(b) Notwithstanding anything in the foregoing Section 4.02(a):
(i) The Escrow Agent shall not make any Indemnity Stepdown Payment if,
on the applicable Indemnity Stepdown Payment Date, any Indemnity Amount (or
portion thereof) then being disputed has not been accounted for in the Remaining
Indemnity Amount as determined pursuant to Section 4.02 hereof; and
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(ii) If the Escrow Agent is unable to deliver the full amount of any
Indemnity Amount due to Buyer (or its designee) pursuant to Section 4.01 hereof,
Seller shall pay to Buyer (or its designee) not more than five Business Days
thereafter, by wire transfer or certified check made payable to Buyer (or its
designee), such Indemnity Amount or portion thereof, to the extent that (A) such
Indemnity Amount or portion thereof has not been paid otherwise hereunder and
(B) the payment of such Indemnity Amount or portion thereof does not exceed the
limitation set forth in Section 4.05.
SECTION 4.03. Initial Distribution to Seller After the Termination
Date. No later than 45 days prior to the 90th day after the Termination Date,
Buyer and Seller shall attempt in good faith to agree in writing to an estimate
of the Remaining Indemnity Amount as of such date, if any. Any disagreement as
to the Remaining Indemnity Amount shall be resolved in the manner (including
payment of the Accounting Firm's fees and expenses) and within the time periods
provided in Section 4.02. After the Remaining Indemnity Amount is determined and
a copy of such determination, signed by both Buyer and Seller, is sent to the
Escrow Agent, there shall be retained in the Collateral Account Escrowed Funds
equal to the Remaining Indemnity Amount. As promptly as practicable following
the determination of the Remaining Indemnity Amount, the excess, if any, of the
Escrowed Funds over the Remaining Indemnity Amount shall be distributed to
Seller. If the Remaining Indemnity Amount is zero, this Agreement shall
terminate and all remaining Escrowed Funds shall be paid to Seller.
SECTION 4.04. Special Distributions to Seller. (a) If, following the
Termination Date, any Claim is resolved (a "Resolved Claim") for an amount that
is less than the Indemnity Amount specified in the notice with respect to such
Resolved Claim (or, if less, the amount of Escrowed Funds then held in the
Collateral Account with respect to such Resolved Claim pursuant to the most
recent determination of the Remaining Indemnity Amount), the Escrow Agent shall
distribute to Seller, upon written notice signed by Buyer and Seller, any
Escrowed Funds being held in respect of such Resolved Claim in excess of the
actual Indemnity Amount with respect to such Resolved Claim; provided that if
any Buyer Indemnitee is entitled to indemnification with respect to such
Resolved Claim, (i) Seller or a court of competent jurisdiction shall have
directed the Escrow Agent to deliver Escrowed Funds to such Buyer Indemnitee
with respect thereto pursuant to Section 4.01 and (ii) the amount of Escrowed
Funds then being held in respect of all other Claims shall not be less than the
Remaining Indemnity Amount (as most recently determined) adjusted to reflect the
resolution of such Resolved Claim.
(b) If, at any time after the Termination Date, Buyer has knowledge
that, as to any Remaining Indemnity Amount being held in escrow, the Remaining
Indemnity Amount exceeds the aggregate amount of Damages that are reasonably
likely to arise in connection with all outstanding Claims, Buyer shall notify
the Escrow Agent in writing (with a copy to Seller) and the Escrow Agent shall
release all Escrowed Funds in excess of the amount of Damages that are
reasonably likely to arise in relation to such Claims, if any.
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SECTION 4.05. Limitation on Distributions to Buyer. In no event shall
Buyer seek payment to it of any amount under this Agreement in excess of the
Escrowed Amount. Notwithstanding any other provision of this Agreement, once the
Escrowed Amount has been paid to Buyer by the Escrow Agent, this Agreement shall
terminate and all remaining Escrowed Funds shall be paid to Seller.
ARTICLE V
The Escrow Agent
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SECTION 5.01. General. The Escrow Agent shall not deal with the
Escrowed Funds except in accordance with (a) this Agreement, (b) written
instructions given in conformity with this Agreement or (c) instructions agreed
to in writing by Buyer and Seller. The Escrow Agent shall not be bound in any
way by the Purchase Agreement or by any agreement or contract between the Buyer
and Seller other than this Agreement (whether or not the Escrow Agent has
knowledge thereof), it being understood that the Escrow Agent's only duties and
responsibilities shall be to invest, hold and distribute the Escrowed Funds in
accordance with the terms of this Agreement. The Escrow Agent shall not be
responsible for any loss resulting from investments of the Escrowed Funds in
accordance with the terms of this Agreement. The Escrow Agent shall have no
liability with respect to any action taken by it except for its own gross
negligence or willful misconduct. The Escrow Agent makes no representations and
has no responsibility as to the validity, genuineness or sufficiency of any of
the documents or instruments included in the subject matter of the escrow. The
Escrow Agent may rely and shall be protected in relying upon any resolution,
certificate, opinion, request, communication, demand, receipt or other paper or
document in good faith believed by it to be genuine and to have been signed or
presented by the proper party or parties in accordance with the terms of this
Agreement. The Escrow Agent may act in reliance upon the advice of counsel
satisfactory to it in reference to any matter in connection with the escrow and
shall not incur any liability for any action taken in good faith in accordance
with such advice.
SECTION 5.02. Fees. The Escrow Agent's fees and expenses (including
the reasonable fees, expenses and disbursements of its counsel) in acting
hereunder shall be paid by Seller. While the Escrow Agent holds the Escrowed
Funds, any dividend or interest income earned by the Escrowed Funds shall be
reinvested in the Escrowed Funds and shall be added to the amount of the
Escrowed Funds then being held by Escrow Agent, net of any monthly fees, escrow
fees or expenses due the Escrow Agent. A copy of the Escrow Agent's fee schedule
is attached hereto as Schedule A.
SECTION 5.03. Resignation. The Escrow Agent or any successor Escrow
Agent hereunder may resign by giving 30 days, prior written notice of
resignation to Buyer and Seller, and such resignation shall be effective from
the date specified in such notice. In case the office of Escrow Agent shall
become vacant for any reason, Buyer may appoint a bank or trust company having
capital and undivided surplus (as reflected in its latest publicly available
certified financial statements) of not less than $25 million and having an
office in Virginia, as successor Escrow Agent hereunder by an instrument or
instruments in writing delivered to such successor Escrow Agent, the retiring
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Escrow Agent and Seller, whereupon such successor Escrow Agent shall succeed to
all the rights and obligations of the retiring Escrow Agent as if this Agreement
were originally executed by such successor Escrow Agent, and the retiring Escrow
Agent shall duly transfer and deliver to such successor Escrow Agent the
Escrowed Funds in the form held by it hereunder at such time.
SECTION 5.04. Dispute Resolution; Reliance Upon Counsel or By Court.
In the event of any dispute between or among the parties to this Agreement or of
any dispute as to the Escrow Agent and its duties, the Escrow Agent shall be
entitled to refuse to comply with any claim or demand and:
(a) may act or refrain from acting in full reliance upon and with the
advice of counsel selected by it and shall be fully protected in so acting or
refraining from acting on the advice of counsel; or
(b) may refrain from acting until required to do so by final
adjudication by a court of competent jurisdiction; or
(c) may deposit the Escrowed Funds held by it with the Superior Court
of Connecticut, Judicial District of Hartford and commence an interpleader
action to determine the proper disposition of the Escrowed Funds. The cost of
such counsel and the costs of such action including reasonable attorneys' fees
incurred by the Escrow Agent shall be paid as ordered by such court, but if
there be no order, then by the parties (other than the Escrow Agent) equally.
ARTICLE VI
Miscellaneous
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SECTION 6.01. Registration. The Escrow Agent may register any
Investments in its own name or in the name of a nominee or maintain them in
bearer form and may deposit any such Investments in a depository or clearing
corporation.
SECTION 6.02. Expenses. Each of Buyer and Seller shall pay its own
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby.
SECTION 6.03. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered
personally or sent by registered or certified mail (return receipt requested),
postage prepaid, to the parties to this Agreement at the following addresses or
at such other address for a party as shall be specified by like notice:
to Buyer:
Acirca, Inc.
4350 North Fairfax Drive
Suite 350
Arlington, VA 22203
Attention: Olivier Sonnois, VP-Strategy & Business Development
Fax No.: (703) 312-4801
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With a copy to:
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
Attention: Neil Goodman
Fax No.: (202) 942-5999
to Seller:
Spectrum Organic Products, Inc.
1304 South Point Boulevard
Suite 280
Petaluma, CA 94954
Attention:
Fax No. : (707) 765-8736
With a copy to:
Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
Attention: Susan Cooper Philpot
Fax No. : (415) 951-3699
to the Escrow Agent:
Webster Trust Company, N.A.
346 Main Street
Kensington, CT 06037
Attention: Lee D. Watters
Fax No. :
With a copy to:
Griffin & Griffin, P.C.
145 Bank Street
P.O. Box 2184
Waterbury, CT 06722
Fax No. : (203) 596-7983
All such notices and communications shall be deemed to have been received on the
date of delivery if personally delivered or on the third Business Day after the
mailing thereof.
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SECTION 6.04. Assignability. This Agreement shall inure to the benefit
of and shall be binding upon the parties hereto and their respective successors,
but shall not be assignable by any party without the prior written consent of
the other parties.
SECTION 6.05. Purchase Price Adjustment; Taxes. The parties hereto
agree that any amounts paid to any Buyer Indemnitee hereunder shall be treated
as an adjustment to the Purchase Price paid by Buyer pursuant to the Purchase
Agreement. The parties hereto agree that all Escrowed Funds (other than the
Escrowed Amount) shall be treated as income of Seller for all Federal, state and
local tax purposes.
SECTION 6.06. Entire Agreement. This Agreement and the Asset Purchase
Agreement and the other Related Agreements except as set forth therein
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and undertakings, written and
oral.
SECTION 6.07. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CONNECTICUT,
WITHOUT GIVING EFFECT TO THE CONFLICTS RULES THEREOF TO THE EXTENT SUCH
CONFLICTS RULES WOULD REQUIRE THE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION.
SECTION 6.08. Forum Selection And Consent to Jurisdiction. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE UNITED
STATES DISTRICT FOR THE DISTRICT OF CONNECTICUT OR THE SUPERIOR COURT OF
CONNECTICUT, JUDICIAL DISTRICT OF HARTFORD, AND, BY THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ANY OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS FROM ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY HAND DELIVERY OR BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH PARTY, AS THE CASE MAY BE, AT THE ADDRESSES DESCRIBED
IN SECTION 6 OF THIS AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE UPON HAND
DELIVERY OR TEN (10) DAYS AFTER SUCH MAILING. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION
IT MAY HAVE TO VENUE AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE
OF SUCH ACTIONS OR PROCEEDINGS.
SECTION 6.09. Article and Section Headings. The article, section and
other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
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SECTION 6.10. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be a single agreement.
SECTION 6.11. Amendment; No Waivers. This Agreement may not be amended
or modified except (a) by an instrument in writing signed by Buyer, Seller and
the Escrow Agent or (b) by a waiver in accordance with the following sentence.
Any party hereto may (i) extend the time for the performance of any obligation
or other act of any other parties hereto or (ii) waive compliance with any
agreement or condition contained herein. Any such extension or waiver shall be
valid if set forth in an instrument in writing signed by the party or parties to
be bound thereby. Any waiver of any term or condition shall not be construed as
a waiver of any subsequent breach or a subsequent waiver of the same term or
condition, or a waiver of any other term or condition, of this Agreement. The
failure of any party at any time to require performance of any provision hereof
shall in no manner affect its 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 waiver of any breach of any other term
contained in this Agreement.
SECTION 6.12. Severability. If any term or provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nonetheless
remain in full force and effect so long as the economic and legal substance of
the transactions contemplated by this Agreement is not affected in any manner
materially 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 by this Agreement be
consummated as originally contemplated to the fullest extent possible.
SECTION 6.13. Further Assurances. Each of Buyer and Seller agree to
execute and deliver, upon the written request of any party hereto, any and all
such further instruments and documents as such party may deem desirable for the
purpose of obtaining the full benefits of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed as of the date first written above.
ACIRCA, INC.
By: /s/ William Urich
--------------------------------
William Urich
Chief Financial Officer
and Secretary
SPECTRUM ORGANIC PRODUCTS, INC.
By: /s/ Jethren Phillips
--------------------------------
Jethren Phillips
CEO and Chairman of the
Board
Webster Trust Company, N.A.
as Escrow Agent,
By: /s/
--------------------------------
Name:
Title:
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Schedule A
(attached hereto)
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