Exhibit 10.3
ESCROW AGREEMENT
This Escrow Agreement (the "Agreement"), entered into as of this 22 day of
June, 2006, is by and among WONDER AUTO LIMITED, a British Virgin Islands
corporation (the "Company"), Empower Century Limited, a British Virgin Islands
corporation ("Empower"), each of the purchasers of ordinary shares of the
Company (the "Shares") identified below (collectively, the "Purchasers") and
THELEN REID & PRIEST LLP (hereinafter referred to as "Escrow Agent"). All
capitalized terms used but not defined herein shall have the meanings assigned
them in the Subscription Agreement (as hereinafter defined).
BACKGROUND
The Company, Empower and the Purchasers have entered into a Stock Purchase
and Subscription Agreement (the "Subscription Agreement") pursuant to which each
Purchaser has agreed to purchase from the Company and Empower, and the Company
and Empower have agreed to sell to each Purchaser, the number of Shares
identified therein. Pursuant to Section 2.2 of the Subscription Agreement, the
Company, Empower and the Purchasers have agreed to establish an escrow on the
terms and conditions set forth in this Agreement. The Escrow Agent has agreed to
act as escrow agent pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises of the parties and the
terms and conditions hereof, the parties hereby agree as follows:
1. Appointment of Escrow Agent. Each Purchaser, the Company and Empower
hereby appoint Thelen Reid & Priest LLP as Escrow Agent to act in accordance
with the Subscription Agreement and the terms and conditions set forth in this
Agreement, and Escrow Agent hereby accepts such appointment and agrees to act in
accordance with such terms and conditions.
2. Establishment of Escrow. All amounts provided by the Purchasers in
connection with their acquisition of the Shares as set forth in the Subscription
Agreement shall be deposited with the Escrow Agent in immediately available
funds by federal wire transfer or cashiers check, such funds being referred to
herein as the "Escrow Funds". In addition, certificates representing the Shares
(the "Escrowed Certificates") shall be deposited with the Escrow Agent.
3. Segregation of Escrow Funds. The Escrow Funds shall be segregated from
the assets of Escrow Agent and held in trust for the benefit of the Company,
Empower and the Purchasers in accordance herewith.
4. Receipt and Investment of Funds.
(a) Escrow Agent agrees to place the Escrow Funds in a non-interest
bearing and federally insured depository account. Subject to Section 7(c)
hereof, Escrow Agent shall have no liability for any loss resulting from the
deposit of the Escrow Funds.
(b) The Escrow Agent shall cause to be prepared all income and other
tax returns and reports the Escrow Agent, in its sole discretion, deems
necessary or advisable in order to comply with all tax and other laws, rules and
regulations applicable to the Escrow Funds.
5. Disbursement of the Escrow Funds.
(a) This Agreement shall terminate upon the earlier of (i) the close
of business on July 15, 2006, unless the offering expiration date is otherwise
extended pursuant to Section 1.4 of the Subscription Agreement (the "Expiration
Date"), or (ii) the filing, on or before the close of business on the Expiration
Date, of the Registration Statement (the "Registration Statement") relating to
the Public Company Shares (as defined in the Subscription Agreement) required to
be filed by the Company under the terms of the Subscription Agreement with the
United States Securities and Exchange Commission (each date of each such event
described in (i) and (ii) above being referred to herein as the "Termination
Date"). The Termination Date may be extended by joint written instructions to
the Escrow Agent by the Company, Empower and each Purchaser.
(b) On the Termination Date, Escrow Agent shall either release the
Escrow Funds in the Escrow Account to the Purchasers and the Escrowed
Certificates to the Company and Empower if the Registration Statement has not
been timely filed or if the Registration Statement has been timely filed,
release the Escrow Funds in the Escrow Account, minus bank charges and any
amounts to be paid to any related third parties as per the instructions of the
Company and Empower, to the Company and Empower's designated bank account and
deliver the Escrowed Certificates as per the instructions of the Purchasers.
6. Interpleader. Should any controversy arise among the parties hereto
with respect to this Agreement or with respect to the right to receive the
Escrow Funds or the Escrowed Certificates, Escrow Agent shall have the right to
consult counsel and/or to institute an appropriate interpleader action to
determine the rights of the parties. Escrow Agent is also hereby authorized to
institute an appropriate interpleader action upon receipt of a written letter of
direction executed by the parties so directing Escrow Agent. If Escrow Agent is
directed to institute an appropriate interpleader action, it shall institute
such action not prior to thirty (30) days after receipt of such letter of
direction and not later than sixty (60) days after such date. Any interpleader
action instituted in accordance with this Section 6 shall be filed in any court
of competent jurisdiction in New York, New York, and the portion of the Escrow
Funds in dispute shall be deposited with the court and in such event Escrow
Agent shall be relieved of and discharged from any and all obligations and
liabilities under and pursuant to this Agreement with respect to that portion of
the Escrow Funds.
7. Exculpation and Indemnification of Escrow Agent.
(a) 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. Escrow Agent
acts under this Agreement as a depositary only and is not responsible or liable
in any manner whatsoever for the sufficiency, correctness, genuineness or
validity of the subject matter of the escrow, or any part thereof, or for the
form or execution of any notice given by any other party hereunder, or for the
identity or authority of any person executing any such notice or depositing the
Escrow Funds. Escrow Agent will have no duties or responsibilities other than
those expressly set forth herein. Escrow Agent will be under no liability to
anyone by reason of any failure on the part of any party hereto (other than
Escrow Agent) or any maker, endorser or other signatory of any document to
perform such person's or entity's obligations hereunder or under any such
document. Except for this Agreement and instructions to Escrow Agent pursuant to
the terms of this Agreement, Escrow Agent will not be obligated to recognize any
agreement between or among any or all of the persons or entities referred to
herein, notwithstanding its knowledge thereof.
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(b) Escrow Agent will not be liable for any action taken or omitted
by it, or any action suffered by it to be taken or omitted, in good faith and in
the exercise of its own best judgment, and may rely conclusively on, and will be
protected in acting upon, any order, notice, demand, certificate, or opinion or
advice of counsel (including counsel chosen by Escrow Agent), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is reasonably
believed by Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The duties and responsibilities of the Escrow Agent
hereunder shall be determined solely by the express provisions of this Agreement
and no other or further duties or responsibilities shall be implied, including,
but not limited to, any obligation under or imposed by any laws of the State of
New York upon fiduciaries.
(c) Escrow Agent will be indemnified and held harmless by the
Company and Empower from and against any expenses, including reasonable
attorneys' fees and disbursements, damages or losses suffered by Escrow Agent in
connection with any claim or demand, which, in any way, directly or indirectly,
arises out of or relates to this Agreement or the services of Escrow Agent
hereunder; except, that if Escrow Agent is guilty of willful misconduct, fraud
or gross negligence under this Agreement, then Escrow Agent will bear all
losses, damages and expenses arising as a result of such willful misconduct,
fraud or gross negligence. For this purpose, the term "attorneys' fees" includes
fees payable to any counsel retained by the Escrow Agent in connection with its
services under this agreement and, with respect to any matter arising under this
agreement as to which the Escrow Agent performs legal services, its standard
hourly rates and charges then in effect. Promptly after the receipt by Escrow
Agent of notice of any such demand or claim or the commencement of any action,
suit or proceeding relating to such demand or claim, Escrow Agent will notify
the other parties hereto in writing. For the purposes hereof, the terms
"expense" and "loss" will include all amounts paid or payable to satisfy any
such claim or demand, or in settlement of any such claim, demand, action, suit
or proceeding settled with the express written consent of the parties hereto,
and all costs and expenses, including, but not limited to, reasonable attorneys'
fees and disbursements, paid or incurred in investigating or defending against
any such claim, demand, action, suit or proceeding. The provisions of this
Section 7 shall survive the termination of this Agreement.
(d) The Purchasers acknowledge that they know that the Escrow Agent
has represented the Company in connection with this agreement and that it may
continue to represent the Company in that connection and in connection with the
transactions contemplated by this agreement and the Subscription Agreement and
the transactions relating to the Company's alternative public offering,
including, but not limited to, in connection with any disputes that may arise
under any such agreements or transactions. The Escrow Agent shall not be
precluded from or restricted in any way from representing the Company or any of
its affiliates or otherwise acting as attorneys for the Company or any of its
affiliates in any matter, except for any legal proceeding or other matter
related to this Agreement. The Escrow Agent shall be permitted to represent the
Company in any and all legal matters pertaining to, the Subscription Agreement
and the Company's alternative public offering, whether or not there is a dispute
between the Purchasers and the Company with respect to any such matter. The
Purchasers irrevocably consent to any such representation and waive any conflict
or appearance of conflict with respect to any such representation.
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8. Resignation of Escrow Agent. At any time, upon ten (10) days' written
notice to the Company and Empower, Escrow Agent may resign and be discharged
from its duties as Escrow Agent hereunder. As soon as practicable after its
resignation, Escrow Agent will promptly turn over to a successor escrow agent
appointed by the Company and Empower all monies and property held hereunder upon
presentation of a document appointing the new escrow agent and evidencing its
acceptance thereof. If, by the end of the 10-day period following the giving of
notice of resignation by Escrow Agent, the Company and Empower shall have failed
to appoint a successor escrow agent, Escrow Agent may interplead the Escrow
Funds into the registry of any court having jurisdiction.
9. Method of Distribution by Escrow Agent. All disbursements by Escrow
Agent to a party to this Agreement will be made by wire transfer of immediately
available funds to an account designated in writing by the party to receive any
such payment.
10. Records. Escrow Agent shall maintain accurate records of all
transactions hereunder. Promptly after the termination of this Agreement or as
may reasonably be requested by the parties hereto from time to time before such
termination, Escrow Agent shall provide the parties hereto, as the case may be,
with a complete copy of such records, certified by Escrow Agent to be a complete
and accurate account of all such transactions. The authorized representatives of
each of the parties hereto shall have access to such books and records at all
reasonable times during normal business hours upon reasonable notice to Escrow
Agent.
11. Notice. All notices, communications and instructions required or
desired to be given under this Agreement must be in writing and shall be deemed
to be duly given if sent by registered or certified mail, return receipt
requested, or overnight courier to the following addresses:
If to Escrow Agent: Thelen Reid & Priest LLP
701 Eighth Street, N.W.
Washington, DC 20001
Attention: Louis A. Bevilacqua, Esq.
If to the Company: Wonder Auto Limited
No. 56 Lingxi Street
Taihe District
Jinzhou City, Liaoning
People's Republic of China, 121013
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If to Empower: Empower Century Limited
No. 56 Lingxi Street
Taihe District
Jinzhou City, Liaoning
People's Republic of China, 121013
If to the Purchasers: To their addresses as specified in the
Subscription Agreement
or to such other address and to the attention of such other person as any of the
above may have furnished to the other parties in writing and delivered in
accordance with the provisions set forth above.
12. Execution in Counterparts; Facsimile Execution. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Facsimile execution
and delivery of this Agreement is legal, valid and binding for all purposes.
13. Assignment and Modification. This Agreement and the rights and
obligations hereunder of any of the parties hereto may not be assigned without
the prior written consent of the other parties hereto. Subject to the foregoing,
this Agreement will be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and permitted assigns. No other
person will acquire or have any rights under, or by virtue of, this Agreement.
No portion of the Escrow Funds or Escrowed Certificates shall be subject to
interference or control by any creditor of any party hereto, or be subject to
being taken or reached by any legal or equitable process in satisfaction of any
debt or other liability of any such party hereto prior to the disbursement
thereof to such party hereto in accordance with the provisions of this
Agreement. This Agreement may be changed or modified only in writing signed by
all of the parties hereto.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, USA APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED THEREIN. THE PARTIES EXPRESSLY WAIVE SUCH DUTIES AND
LIABILITIES, IT BEING THEIR INTENT TO CREATE SOLELY AN AGENCY RELATIONSHIP AND
HOLD THE ESCROW AGENT LIABLE ONLY IN THE EVENT OF ITS WILLFUL MISCONDUCT, FRAUD,
OR GROSS NEGLIGENCE. ANY LITIGATION CONCERNING THE SUBJECT MATTER OF THIS
AGREEMENT SHALL BE EXCLUSIVELY PROSECUTED IN THE COURTS OF NEW YORK COUNTY, NEW
YORK, USA, AND ALL PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF
THOSE COURTS.
15. Headings. The headings contained in this Agreement are for convenience
of reference only and shall not affect the construction of this Agreement.
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16. Attorneys' Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the other party (unless such other party is the Escrow
Agent), which fees may be set by the court in the trial of such action or may be
enforced in a separate action brought for that purpose, and which fees shall be
in addition to any other relief that may be awarded.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
The Company:
WONDER AUTO LIMITED
By: /s/Qingjie Zhao
-------------------------------------
Name: Qingjie Zhao
Title: CEO and Chairman
Empower:
EMPOWER CENTURY LIMITED
By: /s/Qingjie Zhao
-------------------------------------
Name: Qingjie Zhao
Title: Chairman
Escrow Agent:
THELEN REID & PRIEST
By: /s/Louis A. Bevilacqua, Esq.
-------------------------------------
Name: Louis A. Bevilacqua, Esq.
Title: Partner
[Purchaser Signature Page Follows]
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
For Entities:
ATLAS ALLOCATION FUND, L.P.
---------------------------
Print Name Above
By: Atlas Capital Management, L.P.,
its General Partner
By: RHA, Inc., its General Partner
By: /s/Robert H. Alpert
------------------------
Name: Robert H. Alpert
Title: President
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Daniel O. Conwill IV
-----------------------------
Print Name Above
/s/Daniel O. Conwill IV
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Gary C. Evans
-----------------------------
Print Name Above
/s/Gary C. Evans
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
William W. Gay
-----------------------------
Print Name Above
/s/William W. Gay
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Harold E. Gear
-----------------------------
Print Name Above
/s/Harold E. Gear
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Matthew Hayden
-----------------------------
Print Name Above
/s/Matthew Hayden
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
For Entities:
Jayhawk China Fund (Cayman) Ltd.
--------------------------------
Print Name Above
By: /s/Michael D. Schmitz
--------------------------
Name: Michael D. Schmitz
Title: CFO of Investment Manager
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
David Kenkel
-----------------------------
Print Name Above
/s/David Kenkel
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Michael R. Kindred
Mary A. Kubes-Kindred
-----------------------------
Print Name Above
/s/Michael R. Kindred
/s/Mary A. Kubes-Kindred
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Glen A. Little
-----------------------------
Print Name Above
/s/Glen A. Little
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
For Entities:
Pinnacle China Fund, L.P.
-----------------------------
Print Name Above
By: /s/Barry M. Kitt
--------------------------
Name: Barry M. Kitt
Sole Member, Kitt China Management, L.L.C.,
the Manager of Pinnacle China Management, L.L.C.,
the General Partner of Pinnacle China Advisors, L.P.
the General Partner of Pinnacle China Fund, L.P.
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Dean C. Pisani
-----------------------------
Print Name Above
/s/Dean C. Pisani
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Carolyn Prahl
-----------------------------
Print Name Above
/s/Carolyn Prahl
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
---------------------------------
Print Name Above
---------------------------------
Sign Name Above
For Entities:
Precept Capital Master Fund, G.P.
---------------------------------
Print Name Above
By: its agent & attorney in fact,
Precept Capital Management, LP
By: its General Partner, Precept
Management, LLC
By: /s/Blair Baker
--------------------------
Name: Blair Baker
Title: President and CEO
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
--------------------------------
Print Name Above
--------------------------------
Sign Name Above
For Entities:
Sandor Capital Master Fund, L.P.
--------------------------------
Print Name Above
By: /s/John S. Lemak
-----------------------------
Name: John S. Lemak
Title: General Partner
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
----------------------------------
Print Name Above
----------------------------------
Sign Name Above
For Entities:
Sterling Research & Management LLC
----------------------------------
Print Name Above
By: /s/Louis Teplis
-------------------------------
Name: Louis Teplis
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
Michael K. Studer
-----------------------------
Print Name Above
/s/Michael K. Studer
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
John H. Trescot Jr.
-----------------------------
Print Name Above
/s/John H. Trescot Jr.
-----------------------------
Sign Name Above
For Entities:
-----------------------------
Print Name Above
By:
--------------------------
Name:
Title:
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
For Entities:
Westpark Capital, L.P.
-----------------------------
Print Name Above
By: /s/Patrick Brosnahan
--------------------------
Name: Patrick Brosnahan
Title: General Partner
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
For Individuals:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
For Entities:
Whitebox Intermarket Partners, LP
-------------------------------------
Print Name Above
By: Whitebox Intermarket Advisors, LLC
By: /s/Jonathan Wood
--------------------------
Name: Jonathan Wood
Title: Director, CFO
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
FOR INDIVIDUALS:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
FOR ENTITIES:
US Special Opportunities Trust PLC
-----------------------------------
Print Name Above
By: US Special Opportunities Trust PLC
By: /s/Russell Cleveland
-------------------------
Name: Russell Cleveland
Title: President
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
FOR INDIVIDUALS:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
FOR ENTITIES:
US Special Opportunities Trust PLC
-------------------------------------
Print Name Above
By: US Special Opportunities Trust PLC
By: /s/Russell Cleveland
-------------------------
Name: Russell Cleveland
Title: President
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
FOR INDIVIDUALS:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
FOR ENTITIES:
Renaissance US Growth Investment Trust PLC
------------------------------------------
Print Name Above
By: Renaissance US Growth Investment Trust PLC
By: /s/Russell Cleveland
-------------------------
Name: Russell Cleveland
Title: President
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
FOR INDIVIDUALS:
-----------------------------
Print Name Above
-----------------------------
Sign Name Above
FOR ENTITIES:
Premier RENN US Emerging Growth Fund Ltd.
--------------------------------------------
Print Name Above
By: Premier RENN US Emerging Growth Fund Ltd.
By: /s/Russell Cleveland
-------------------------
Name: Russell Cleveland
Title: President
[Signature Page to Escrow Agreement]
IN WITNESS WHEREOF, the undersigned Purchaser hereby executes this
Agreement as of the date first above written.
FOR INDIVIDUALS:
Gerald W. Bolfing
-----------------------------------------
Print Name Above
/s/ Gerald W. Bolfing
-----------------------------------------
Sign Name Above
FOR ENTITIES:
Print Name Above
By:
By:
--------------------------------------
Name:
Title: