EXHIBIT 3.1
CERTIFICATE OF DESIGNATION
OF
CERTIFICATE OF INCORPORATION
OF
ADSTAR, INC.
AdStar, Inc., a Delaware corporation (the "Corporation"), acting pursuant
to Section 141 of the Delaware General Corporation Law, does hereby submit the
following Certificate of Designation of Series and Determination of Rights and
Preferences of its Series B-1 Preferred Stock.
FIRST: The name of the Corporation is AdStar, Inc.
SECOND: This Certificate of Designation shall be effective as of December
23, 2002.
THIRD: By a vote of the Board of Directors of the Corporation at a meeting
on December 2, 2002, the following resolutions were duly adopted:
WHEREAS, the Certificate of Incorporation of the Corporation authorizes
Preferred Stock consisting of 5,000,000 shares, par value $.0001 per
share, issuable from time to time in one or more series; and
WHEREAS, the Board of Directors of the Corporation is authorized, subject
to limitations prescribed by law and by the provisions of Article FOURTH
of the Corporation's Certificate of Incorporation to establish and fix the
number of shares to be included in any series of Preferred Stock and the
designation, rights, preferences and limitations of the shares of such
series; and
WHEREAS, it is the desire of the Board of Directors to establish and fix
the number of shares to be included in a new series of Preferred Stock and
the designation, rights, preferences and limitations of the shares of such
new series.
NOW, THEREFORE, BE IT RESOLVED that pursuant to Article FOURTH of the
Corporation's Certificate of Incorporation, there is hereby established a
new series of 1,200,000 shares of Series B-1 Preferred stock of the
Corporation, par value $.0001 per share, to have the designation, rights,
preferences, powers, restrictions and limitations set forth in a
supplement to Article FOURTH as follows:
TERMS OF SERIES B-1 CONVERTIBLE
PREFERRED STOCK OF ADSTAR, INC.
1. Designation, Par Value and Number. 1,200,000 shares of authorized Series
B-1 Preferred of the Corporation are hereby constituted as a series of
preferred stock, having a par value of $0.0001 per share. In accordance
with the terms hereof, each share of Series B-1 Preferred shall have the
same relative rights as and be identical in all respects with each other
share of Series B-1 Preferred.
2. Dividends.
a. General. Upon the occurrence of a Liquidation Event and to the
extent permitted under the Delaware
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General Corporation Law, the Corporation shall pay preferential cumulative
dividends in cash to the holders of the Series B-1 Preferred as provided
in this Section 2.a. Dividends on each issued and outstanding share of the
Series B-1 Preferred shall accrue on a daily basis at a rate of 7% per
annum of the Series B-1 Liquidation Value thereof from and including the
Series B-1 Original Issuance Date to and including the first to occur of
(i) the date on which the Series B-1 Liquidation Value of such share (plus
all accrued and unpaid dividends thereon) is paid to the holder thereof in
connection with a Liquidation Event or (ii) the date on which such share
of Series B-1 Preferred is converted into shares of Common hereunder. Such
dividends shall accrue whether or not they have been declared and whether
or not there are profits, surplus or other funds of the Corporation
legally available for the payment of dividends, and such dividends shall
be cumulative such that all accrued and unpaid dividends shall be fully
paid or declared with funds irrevocably set apart for payment before any
dividends, distributions, redemptions or other payments may be made with
respect to any Series B-1 Junior Securities.
b. Distribution of Partial Dividend Payments. Except as otherwise provided
herein, if at any time the Corporation pays less than the total amount of
dividends then accrued with respect to the Series B-1 Preferred, such
payment shall be distributed pro rata among the holders thereof based upon
the aggregate accrued but unpaid dividends on the Series B-1 Preferred
held by each such holder.
c. Participation in Common Dividends. In the event that the Corporation
declares or pays a dividend or makes any distribution on the Common, then
the holders of the outstanding shares of Series B-1 Preferred (on a Common
Equivalent Basis as of the record date for such dividend or distribution)
and the holders of the Common shall share pro rata in such dividend or
distribution.
d. Treatment of Accrued and Unpaid Dividends Upon Conversion. Upon any
conversion of shares of Series B-1 Preferred into Common in accordance
with Section 5, all accrued and unpaid dividends on the Series B-1
Preferred shall be waived.
3. Voting Rights.
a. General. The holders of the Series B-1 Preferred shall be entitled
to notice of all stockholders meetings in accordance with the
By-laws and, except as otherwise provided herein or required by
applicable law, the holders of the Series B-1 Preferred shall be
entitled to vote on all matters submitted to the stockholders for a
vote, voting as a single class with the Common and other securities
that vote with the Common, with the holders of Series B-1 Preferred
entitled to one vote for each share of Series B-1 Preferred held as
of the record date for such vote or, if no record date is specified,
as of the date of such vote.
b. Actions Requiring the Consent of the Holders of Series B-1 Preferred
. So long as any shares of Series B-1 Preferred remains outstanding,
the Corporation shall not, unless it has received the prior approval
from the holders of at least a majority of the shares of Series B-1
Preferred then outstanding:
(i) make any amendment to the Certificate of Incorporation, this
Certificate of Designation or the By-laws, or file any
resolution of the Board with the Delaware Secretary of State
containing any provisions or take any other action, that would
amend the terms of the Series B-1 Preferred, increase or
decrease the number of authorized Series B-1 Preferred,
approve a reverse stock split with respect to the Series B-1
Preferred or adversely affect or otherwise impair the rights
or the relative preferences or priorities of the holders of
the Series B-1 Preferred under the Certificate of
Incorporation, this Certificate of Designation or the By-laws;
(ii) make any amendment to the Certificate of Incorporation, this
Certificate of Designation or the By-laws, or file any
resolution of the Board with the Delaware Secretary of State
containing any provisions, or cause the approval and
authorization of or amend, replace or modify the Governance
Agreement, or take any other action, that would affect the
rights of the Investor to nominate a member or members to the
Board;
(iii) except for the issuance and sale of the Series B-1 Preferred
and the Series B-2 Preferred,
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authorize, issue or enter into any agreement providing for the
issuance (contingent or otherwise) of any capital stock or
other equity securities of the Corporation (or any securities
convertible into or exchangeable for any capital stock or
other equity securities of the Corporation) having rights,
preferences, privileges or priorities pari passu with or
senior to the Series B-1 Preferred;
(iv) directly or indirectly (x) declare or pay any cash or property
dividends or make any cash or property distributions upon any
of its capital stock or other equity securities or (y) redeem,
purchase or otherwise acquire any of the Corporation's capital
stock or other equity securities (including warrants, options
and other rights to acquire such capital stock or other equity
securities), in each case, except out of the Corporation's
earned surplus; or
(v) liquidate, dissolve or wind-up the Corporation, whether
pursuant to a Federal bankruptcy proceeding, state law or
otherwise.
4. Liquidation, Dissolution, etc.
a. Liquidation Event. Upon any (i) liquidation (whether in connection
with a sale of all or substantially all of the assets of the
Corporation or otherwise), dissolution or winding up of the
Corporation (whether voluntary or involuntary) or (ii) any merger or
consolidation to which the Corporation is a party pursuant to which
the holders of Common are entitled to receive securities or cash in
exchange for such Common (except where, after giving effect to such
merger, the holders of the Corporation's outstanding capital stock
immediately prior to such merger or consolidation shall continue to
own the Corporation's outstanding capital stock possessing more than
50% of the voting power of the surviving entity) (each, a
"Liquidation Event"):
(i) Each holder of Series B-1 Preferred shall be entitled to
receive, prior and in preference to any distribution or
payment made upon, or in exchange for, any Series B-1
Junior Securities, an amount equal to (payable in the
same form as the merger consideration paid to the
holders of Common, if applicable (and in the same ratio
if more than one form of consideration is used)) (i) the
aggregate Series B-1 Liquidation Value of all shares of
Series B-1 Preferred held by such holder plus (ii) all
accrued and unpaid dividends on such shares of Series
B-1 Preferred. If upon any Liquidation Event the
Corporation's assets or merger consideration to be
distributed among the holders of the Series B-1
Preferred and any Pari Passu Securities are insufficient
to permit payment to such holders of the aggregate
amount that they are entitled to be paid pursuant to the
terms of such securities, then the entire assets or
merger consideration available to be distributed to the
Corporation's stockholders shall be distributed pro rata
among such holders of the Series B-1 Preferred and any
Pari Passu Securities based upon the aggregate
liquidation value (plus all accrued and unpaid
dividends) of the shares of such securities held by each
such holder.
(ii) After payment to the holders of the Series B-1 Preferred
and any Pari Passu Securities of the amounts set forth
in Section 4.a(i), the entire remaining assets and funds
of the Corporation or merger consideration legally
available for distribution, if any, shall be distributed
pro rata among the holders of the Common and the holders
of the Series A Preferred.
b. Form of Consideration. Whenever the distribution provided for in
this Section 4 shall be payable in securities or property other than
cash, the value of such securities or property shall be the fair
market value thereof as determined by the Board in its reasonable
and good faith determination.
5. Conversion.
a. Conversion Procedure.
(i) At any time and from time to time, a holder of Series B-1
Preferred shall have the right to convert all or any portion
of its shares of Series B-1 Preferred into the number of
shares of Common computed by dividing (x) the aggregate Series
B-1 Liquidation Value of the shares of Series B-1 Preferred to
be
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converted by (y) the Series B-1 Conversion Price then in
effect.
(ii) All shares of Series B-1 Preferred shall automatically convert
into Common (pursuant to the computation set forth in Section
5.a(i)) on the first day after the 24-month anniversary of the
Series B-1 Original Issuance Date for which the Market Price
of a share of Common exceeds 200% of the average trading price
per share of Common during the 30 consecutive days immediately
preceding the Series B-1 Original Issuance Date.
(iii) Each conversion of Series B-1 Preferred shall be deemed to
have been effected as of the close of business on the date on
which the certificate or certificates representing the Series
B-1 Preferred to be converted have been surrendered for
conversion at the principal office of the Corporation (any
such date being referred to as a "Conversion Date"). At the
time any such conversion has been effected, the rights of the
holder of the shares of Series B-1 Preferred converted as a
holder of Series B-1 Preferred shall cease and the Person or
Persons in whose name or names any certificate or certificates
for shares of Common are to be issued upon such conversion
shall be deemed to have become the holder or holders of record
of the shares of Common represented thereby.
(iv) As soon as possible after a conversion has been effected the
Corporation shall, or (if applicable) use its best efforts to
cause its transfer agent to, deliver to the converting holder:
(1) certificates representing the number of shares of Common
issuable by reason of such conversion in such name or
names and such denomination or denominations as the
converting holder has specified; and
(2) a certificate representing any shares of Series B-1
Preferred which were represented by the certificate or
certificates delivered to the Corporation in connection
with such conversion but which were not converted.
(v) The issuance of certificates for shares of Common upon
conversion of Series B-1 Preferred shall be made without
charge to the holders of such Series B-1 Preferred or Common
for any issuance tax in respect thereof or other cost incurred
by the Corporation in connection with such conversion and the
related issuance of shares of Common. Upon conversion of each
share of Series B-1 Preferred, the Corporation shall take all
such actions as are necessary in order to insure that the
Common issuable with respect to such conversion shall be
validly issued, fully paid and nonassessable, free and clear
of all taxes, liens, charges and encumbrances with respect to
the issuance thereof.
(vi) The Corporation shall not close its books against the transfer
of Series B-1 Preferred or of Common issued or issuable upon
conversion of Series B-1 Preferred in any manner that
interferes with the timely conversion of Series B-1 Preferred.
The Corporation shall assist and cooperate with any holder of
shares of Series B-1 Preferred required to make any
governmental filings or obtain any governmental approval prior
to or in connection with any conversion of shares hereunder
(including, without limitation, making any filings required to
be made by the Corporation).
(vii) The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common, solely
for the purpose of issuance upon the conversion of shares of
the Series B-1 Preferred, such number of shares of Common as
are issuable upon the conversion of all outstanding Series B-1
Preferred. All shares of Common that are so issuable shall,
when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, charges and
encumbrances. The Corporation shall take all such actions as
may be necessary to insure that all such shares of Common may
be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic
securities exchange upon which shares of Common may be listed
(except for official notice of issuance which shall be
delivered immediately by the Corporation upon each such
issuance). The Corporation shall not take any action that
would cause the number of authorized but unissued shares of
Common to be less than the number of such shares required to
be reserved hereunder for issuance upon conversion of the
Series B-1 Preferred.
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(viii) If any fractional interest in a share of Common would, except
for the provisions of this subparagraph, be delivered upon any
conversion of the Series B-1 Preferred, the Corporation, in
lieu of delivering the fractional share therefor, may pay an
amount to the holder thereof equal to the Market Price of such
fractional interest as of the date of conversion. The
determination as to whether or not to make any cash payment in
lieu of the issuance of fractional shares shall be based upon
the total number of shares of Series B-1 Preferred being
converted at any one time by the holder thereof, not upon each
share of Series B-1 Preferred being converted.
b. Conversion Price.
(i) The initial Series B-1 Conversion Price shall be $0.75 per
share of Common. In order to prevent dilution of the
conversion rights granted under this Section 5, the Series B-1
Conversion Price shall be subject to adjustment from time to
time pursuant to this Section 5.b.
(ii) Record Date. If the Corporation takes a record of the holders
of Common for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common, Options or
in Convertible Securities or (B) to subscribe for or purchase
Common, Options or Convertible Securities, then such record
date shall be deemed to be the date of the issue or sale of
the shares of Common deemed to have been issued or sold upon
the declaration of such dividend or upon the making of such
other distribution or the date of the granting of such right
of subscription or purchase, as the case may be.
(iii) Subdivisions or Combinations of Common. If the Corporation at
any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its
outstanding shares of Common into a greater number of shares,
the Series B-1 Conversion Price in effect immediately prior to
such subdivision shall be reduced proportionately, and if the
Corporation at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of
Common into a smaller number of shares, the Series B-1
Conversion Price in effect immediately prior to such
combination shall be increased proportionately.
(iv) Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale. Any recapitalization,
reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Corporation's assets or
other transaction, in each case which is effected in such a
manner that the holders of Common are entitled to receive
(either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for
Common, and which does not otherwise qualify as a Liquidation
Event, is referred to herein as an "Organic Change." Prior to
the consummation of any Organic Change, the Corporation shall
make appropriate provisions (in form and substance reasonably
satisfactory to the holders of a majority of the Series B-1
Preferred then outstanding) to insure that each of the holders
of Series B-1 Preferred shall thereafter have the right to
acquire and receive, in lieu of or in addition to (as the case
may be) the shares of Common immediately theretofore
acquirable and receivable upon the conversion of such holder's
Series B-1 Preferred, such shares of stock, securities or
assets as such holder would have received in connection with
such Organic Change if such holder had converted its Series
B-1 Preferred immediately prior to such Organic Change. In
each such case, the Corporation shall also make appropriate
provisions (in form and substance reasonably satisfactory to
the holders of a majority of the Series B-1 Preferred then
outstanding) to insure that the provisions of this Section 5.c
shall thereafter be applicable to the securities
issued in exchange for the Series B-1 Preferred (including, in
the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is other than the
Corporation and the value for the Common reflected by the
terms of such consolidation, merger or sale is less than the
Series B-1 Conversion Price in effect immediately prior to
such consolidation, merger or sale, an immediate adjustment of
the Series B-1 Conversion Price to the value for the Common so
reflected and a corresponding immediate adjustment in the
number of shares of Common acquirable and receivable upon
conversion of Series B-1 Preferred). The Corporation shall not
effect any such consolidation, merger or sale, unless prior to
the consummation thereof, the successor entity (if other than
the Corporation) resulting from consolidation or merger or the
entity purchasing such assets assumes by written instrument
(in form and substance satisfactory to the holders of a
majority of the Series B-1
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Preferred then outstanding) the obligation to deliver to each
such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be
entitled to acquire.
(v) Certain Other Events. If any event occurs of the type
contemplated by the provisions of this Section 5 but not
expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom
stock rights or other rights with equity features), then the
Board shall make an appropriate adjustment in the Series B-1
Conversion Price so as to protect the rights of the holders of
Series B-1 Preferred; provided, that, no such adjustment shall
increase the Series B-1 Conversion Price as otherwise
determined pursuant to this Section 5 or decrease the number
of shares of Common issuable upon conversion of each share of
Series B-1 Preferred.
c. Notices.
(i) Immediately upon any adjustment of the Series B-1 Conversion
Price, the Corporation shall give written notice thereof to
all holders of Series B-1 Preferred, setting forth in
reasonable detail and certifying the calculation of such
adjustment.
(ii) The Corporation shall give written notice to all holders of
Series B-1 Preferred at least ten (10) days prior to the date
on which the Corporation closes its books or takes a record
(A) with respect to any dividend or distribution upon Common,
(B) with respect to any pro rata subscription offer to holders
of Common or (C) for determining rights to vote with respect
to any Liquidation Event, Organic Change, dissolution or
liquidation.
(iii) The Corporation shall also give written notice to the holders
of Series B-1 Preferred at least ten (10) days prior to the
date on which any Organic Change or Liquidation Event shall
take place.
6. Preemptive Right.
a. If the Corporation proposes to issue or sell any securities, the
Corporation shall, as soon as practicable and in any event no later
than 10 days before the consummation of such transaction, deliver a
notice to each of the holders of the Series B-1 Preferred stating
(i) a description of the transaction pursuant to which it proposes
to issue such securities; (ii) the number of such securities; (iii)
the price, if any, for which it proposes to sell such securities;
and (iv) the identity of the proposed purchaser(s).
b. Each holder of Series B-1 Preferred may elect, by giving notice to
the Corporation within 15 days after receipt of the notice
referenced above, to purchase, at the same price and on the same
terms and conditions as the issuance or sale described in such
notice, the number of securities equal to the product of (i) the
aggregate number of securities issued or sold by the Corporation
multiplied by (ii) a fraction with a numerator equal to the number
of shares of Common (on a Common Equivalent Basis) that such holder
owns and a denominator equal to the number of Common outstanding
immediately prior to the issuance of such securities.
c. The preemptive right set forth in this Section 6 shall not apply to
the issuance of shares of Common (a) issued upon conversion of the
Series B-1 Preferred, (b) issued as a dividend or distribution on
the Series B-1 Preferred for which adjustment is made pursuant to
Section 5(b)(iii), (c) issued upon conversion of the Series A
Preferred, (d) issued or issuable pursuant to any equity incentive
plan approved by the Board or (e) issued or issuable pursuant to any
merger, acquisition or consolidation (including shares of Common
issued or issuable for cash if such cash is to be used for any such
merger, acquisition or consolidation) pursuant to which the
Corporation is a party.
7. General.
a. Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any
certificate evidencing shares of Common or Series B-1 Preferred, and
in the case of any such loss, theft or destruction,
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upon receipt of indemnity reasonably satisfactory to the Corporation
(provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or,
in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and
deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class represented by such
lost, stolen, destroyed or mutilated certificate and dated the date
of such lost, stolen, destroyed or mutilated certificate, and
dividends shall accrue on the Common or Series B-1 Preferred
represented by such new certificate from the date to which dividends
have been fully paid on such lost, stolen, destroyed or mutilated
certificate.
b. Except as otherwise expressly provided hereunder, all notices
referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage
prepaid, by reputable overnight courier service, charges prepaid or
by personal delivery, and shall be deemed to have been given (i)
three (3) business days after being sent by registered or certified
mail, (ii) one (1) business day after being deposited with such an
overnight courier service, and (iii) upon delivery, if by personal
delivery, if mailed or delivered (A) to the Corporation, at its
principal executive offices, or (B) to any stockholder, at such
holder's address as it appears in the stock records of the
Corporation (unless otherwise indicated by any such holder).
8. Definitions.
"Board" means the Board of Directors of the Corporation.
"By-laws" means the By-laws of the Corporation, as they may be amended
from time to time.
"Certificate of Designation" means this Series B-1 Preferred Certificate
of Designation.
"Certificate of Incorporation" means the Certificate of Incorporation of
the Corporation, as it may be amended from time to time.
"Common" means the Corporation's Common Stock, $.0001 par value per share.
"Common Equivalent Basis" means, as of the date of such determination, the
number of shares of Common that each holder of Series B-1 Preferred would be
entitled to receive upon conversion of its Series B-1 Preferred into Common.
"Conversion Date" is defined in Section 5.a(iii).
"Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common.
"Corporation" means AdStar, Inc., a Delaware corporation.
"Governance Agreement" means the Amended and Restated Governance
Agreement, dated as of December 23, 2002, among the Corporation, the Investor
and the stockholders of the Corporation named therein.
"Investor" means Tribune Company, a Delaware corporation.
"Liquidation Event" has the meaning given such term in Section 4.a above.
"Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may at
the time be listed, or, if there have been no sales on any such exchange on any
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such
security is not quoted in the Nasdaq Stock Market, the average of the highest
bid and lowest asked prices on such day in the domestic
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over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of 30 days consisting of the day as of which "Market Price" is
being determined and the 29 consecutive business days prior to such day. If at
any time such security is not listed on any securities exchange or quoted in the
Nasdaq Stock Market or the over-the-counter market, the "Market Price" shall be
the fair value thereof determined jointly by the Corporation and the holders of
a majority of the Series B-1 Preferred.
"Options" means any rights, warrants or options to subscribe for or
purchase Common or Convertible Securities.
"Organic Change" is defined in Section 5.c(x).
"Pari Passu Securities" means any of the Corporation's equity securities
(whether or not currently authorized or outstanding) that by its terms is pari
passu with the Series B-1 Preferred, including, but not limited to, the Series A
Preferred, and the Series B-2 Preferred Stock, $.0001 par value, of the
Corporation.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Series A Preferred" means the Series A Preferred Stock of the
Corporation, $.0001 par value.
"Series B-1 Conversion Price" has the meaning given such term in Section
5.b.
"Series B-1 Junior Securities" means any of the Corporation's equity
securities (whether or not currently authorized or outstanding) other than the
Series B-1 Preferred that by its terms is junior to the Series B-1 Preferred.
"Series B-1 Liquidation Value" means $0.75 per share of Series B-1
Preferred (subject to equitable adjustments to reflect stock splits, stock
dividends, stock combinations, recapitalizations and like occurrences).
"Series B-1 Original Issuance Date" means the date of the original
issuance of Series B-1 Preferred.
"Series B-1 Preferred" means the Series B-1 Convertible Preferred Stock of
the Corporation, $0.0001 par value per share.
"Series B-2 Preferred" means the Series B-2 Convertible Preferred Stock of
the Corporation, $0.0001 par value per share, issued pursuant to the terms of
the Series B Preferred Stock Purchase Agreement dated as of December 23, 2002,
between the Corporation and the Investor (as defined therein).
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
20th day of December, 2002.
ADSTAR, INC.
By: /s/ Leslie Bernhard
-------------------------------------
Name: Leslie Bernhard
Title: President and Chief Executive Officer
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