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EXHIBIT 10.47
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of October 3, 2000, by and
between CD UNIVERSE, INC., a Connecticut corporation having its principal
business office at 101 North Plains Industrial Road, Wallingford, Connecticut
06492 (the "Seller"), and CLBL, INC., a Connecticut corporation having its
principal business office at 32 Cooke Road, Wallingford, Connecticut 06492 (the
"Purchaser").
WITNESSETH:
WHEREAS, Purchaser desires to purchase and Seller desires to sell all
of its assets of its internet business that presently operates through the URL:
http://www.cduniverse.com (collectively, the "Business").
NOW, THEREFORE, for and in consideration of the premises and of the
agreements and covenants herein contained, the parties hereby agree as follows:
1. DEFINITIONS
As used herein, the following terms shall have the following meanings
unless the context otherwise requires:
1.1 "ASSETS" shall mean all of the assets listed at Schedule 1.1.
1.2 "ASSUMED LIABILITIES" shall mean those certain contractual
obligations of the Seller and assumed by Purchaser, as set forth at Schedule
1.2.
1.3 "CLOSING" shall mean the consummation of the transactions
contemplated herein, as described in Section 9 hereof.
1.4 "CLOSING DATE" shall mean the actual date that all of the Closing
conditions are satisfied or waived, unless otherwise agreed between the parties.
1.5 "CONSENT(S) TO ASSIGNMENT" shall mean (each of) the written
consent(s) and estoppel certificate(s) of the lessor(s) or obligee(s) with
respect to Seller's assignment to Purchaser of the Assumed Liabilities, in form
and substance satisfactory to Purchaser.
1.6 "FINANCIAL INFORMATION" shall mean the financial information of
Seller attached at Schedule 1.6.
1.7 "PREMISES" shall mean, collectively, the premises at which the
Business is located.
1.8 "PURCHASE PRICE" shall mean the purchase price payable by Purchaser
pursuant to Section 2.2 hereof.
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1.9 "REAL PROPERTY" means all leasehold interest in real estate,
easements, rights to access, rights-of-way and other real property interests
which are owned, or are leased, used or held for use by the Seller in connection
with the Business.
2. PURCHASE AND SALE OF ASSETS
2.1 PURCHASE AND SALE. Subject to the terms and conditions set forth in
this Agreement, on the Closing Date, Seller shall sell, assign, transfer, convey
and deliver to Purchaser, and Purchaser agrees to purchase and accept from the
Seller, all of the Seller's right, title and interest in and to all of the
Assets of the Business.
2.2 PURCHASE PRICE.
(a) AMOUNT. The purchase price for the Purchased Assets shall
be One Million Dollars ($1,000,000.00) (the "Purchase Price").
(b) PAYMENT OF THE PURCHASE PRICE. The Purchase Price shall be
payable as follows: At the Closing Purchaser shall execute and deliver
a Promissory Note in favor of Seller in the principal sum of One
Million and No/100 Dollars ($1,000,000.00), substantially in the form
of Schedule 2.2 attached hereto (the "Promissory Note").
2.3 DOMAIN NAMES. Seller and Purchaser shall take all action necessary
or appropriate to transfer all domain names for the Business to Purchaser with
full title, free and clear of any encumbrances on or before 30 days following
the Closing.
2.4 PRORATIONS. Except as otherwise set forth herein, all taxes,
insurance, rents, service contracts, payroll and utilities shall, to the fullest
extent possible, be prorated between the parties as of the date of Closing;
otherwise, said items shall be adjusted between the parties within thirty (30)
days of the Closing; provided, however, that any such item which is unknown as
to amount within thirty (30) days of Closing shall be appropriately prorated and
paid within ten (10) days of its ascertainment by the parties.
2.5 TELEPHONE NUMBERS. Seller and Purchaser shall take all action
necessary or appropriate to transfer the telephone numbers for the Business to
Purchaser.
3. ASSUMPTION OF LIABILITIES
3.1 ASSUMPTION OF LIABILITIES. Effective on the Closing Date, Purchaser
shall assume and agree to perform and pay when due all of Seller's obligations
under the Assumed Liabilities, for the duration of their respective terms.
3.2 NO FURTHER ASSUMPTION. The parties acknowledge and agree that this
is a sale of all assets and that, except as otherwise specifically set forth in
Section 3 or in the Assignment and Assumption Agreement, Purchaser shall neither
assume nor be liable for any contracts, debts, warranties, obligations,
undertakings or liabilities whatsoever of the Seller, and Seller shall remain
solely liable for any and all claims against the Business or its assets and all
liabilities and accounts
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payable arising out of Seller's operation of the Business, acts or omissions
prior to the Closing. Purchaser shall be responsible for claims, liabilities and
accounts payable arising out of Purchaser's operation of the Business, acts or
omissions after the Closing.
3.3 OTHER INSTRUMENTS. Each party agrees from time to time to execute
and deliver to the other party (or its designee) such other documents,
instruments and writings as may be reasonably requested by either party or its
counsel to give full effect to the transaction described in this Agreement.
4. SELLER'S REPRESENTATIONS AND WARRANTIES
Seller hereby represents and warrants to Purchaser, as of the date
hereof, as follows:
4.1 ORGANIZATION. Seller is a corporation duly organized, legally
existing and in good standing under the laws of its state of incorporation and
has full corporate power, ability and authority (i) to enter into this Agreement
and (ii) to carry out the other transactions and agreements contemplated hereby.
4.2 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and each of the other agreements contemplated hereby and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action of Seller. This Agreement has been
duly executed and delivered by Seller and is a valid and binding obligation of
Seller, fully enforceable in accordance with its terms. Neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby will: (i) conflict with or violate any provision of Seller's
charter or bylaws, or any law, ordinance or regulation or any decree or order of
any court or administrative or other governmental body which is either
applicable to, binding upon or enforceable against Seller; or (ii) except where
consent is required and obtained, result in any breach of or default under any
material mortgage, contract, agreement, indenture, trust, written agreement or
other instrument which is either binding upon or enforceable against Seller.
4.3 LICENSES AND REGULATIONS. Seller is in compliance with all federal,
state and local laws and regulations respecting employment and employment
practices, the Premises and the operation of the Business, to its knowledge.
Seller has not received any notice of violation of any applicable zoning
regulation, ordinance, regulation or requirement relating to its operations or
properties, whether owned or leased, and to the best of Seller's knowledge,
there is no such violation or grounds therefor which could adversely affect the
operation of the Business.
4.4 TITLE TO ASSETS. Seller is the sole and exclusive owner of and has
good and marketable title to all of the Assets, free and clear of all liens,
mortgages, pledges, encumbrances or charges of every kind, nature, and
description whatsoever, except for the Assumed Liabilities, if any and the
encumbrances by 550 Digital Media Ventures Inc. f/k/a New Technology Holdings
Inc., VideoGame Partners, LLC and GrayBox, LLC to secure debt obligations of
Seller, which encumbrances shall be cleared on or before the Closing Date.
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4.5 FINANCIAL INFORMATION CORRECT. As of the dates and for the periods
indicated thereon, the Financial Information (i) is correct and complete in all
material respects; (ii) is in accordance with the books and records of the
Seller; and (iii) presents fairly the financial condition and results of
operations of the Business. Since August 31, 2000 and as of the date hereof,
there has not been any material change in the financial condition, results of
operations, Assets, liabilities (including without limitation the Assumed
Liabilities) or business condition of the Seller.
4.6 NO LITIGATION. There are no existing suits, governmental
proceedings, or litigation pending or threatened against the Seller or its
properties which could materially affect the Assets, the Business, the Premises,
or the financial condition of Seller. Seller has not filed any voluntary
petition in bankruptcy, nor been served with or otherwise received notice of any
involuntary petition in bankruptcy having been filed against Seller.
4.7 TAXES AND FEES. The Seller has paid or adequately provided for any
and all taxes, license fees, or other charges levied, assessed, or imposed upon
any of the Assets, the Premises, or other Business property of the Seller; and
Seller has filed all tax returns and reports required by federal, state and
local tax authorities; the returns so filed are correct, true and complete; and
the Seller is not involved in any dispute with any tax authority nor has it
received any notice of any deficiency, audit or other indication of deficiency
from any tax authority, not otherwise disclosed to Purchaser in writing.
4.8 BOOKS AND RECORDS. All books and records of Seller which have been
provided to Purchaser for inspection are true, correct and complete, and contain
no material omission with respect to the Business or operations or status of the
Seller or the Assets.
4.9 POWERS OF ATTORNEY. The Seller states that there are no persons
holding a power of attorney on behalf of the Seller that would enable such
persons to sell any of the Business.
5. PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to Seller as follows:
5.1 ORGANIZATION. Purchaser is a corporation duly organized, legally
existing and in good standing under the laws of its state of incorporation and
has full corporate power, ability and authority (i) to enter into this Agreement
and (ii) to carry out the other transactions and agreements contemplated hereby.
5.2 DUE AUTHORIZATION. The execution, delivery and performance of this
Agreement and each of the other agreements contemplated hereby and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action of Purchaser. This Agreement has
been duly executed and delivered by the Purchaser and is a valid and binding
obligation of the Purchaser, fully enforceable in accordance with its terms.
Neither the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will: (i) conflict with or violate any law,
ordinance or regulation or any decree or order of any court or administrative or
other governmental body which is either applicable to, binding upon or
enforceable against the Purchaser; or (ii) except where consent is required and
obtained, result in any
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breach of or default under any mortgage, lease, promissory note, contract,
purchase order, indenture, trust or other instrument or written agreement which
is either binding upon or enforceable against the Purchaser.
5.3 NO LITIGATION. There are no existing suits, governmental
proceedings, or litigation pending or threatened against Purchaser or its
properties which could materially affect the financial condition of Purchaser.
Purchaser has not filed any voluntary petition in bankruptcy, nor been served
with or otherwise received notice of any involuntary petition in bankruptcy
having been filed against Purchaser.
6. SURVIVAL AND INDEMNIFICATION
6.1 SURVIVAL. All representations, warranties, agreements and covenants
made and given herein shall survive the execution and delivery of this Agreement
and the Closing.
6.2 INDEMNIFICATION BY SELLER. Seller shall indemnify, defend and save
the Purchaser harmless from any actions, claims, losses, damages, demands or
expense (including without limitation all court costs and reasonable attorney's
fees on account thereof) suffered or incurred by Purchaser, its successors or
assigns, arising from (i) Seller's breach of any representation made by the
Seller in this Agreement or in any document delivered to Purchaser by or on
behalf of Seller pursuant to this Agreement, or (ii) breach of any covenant or
warranty of the Seller contained in this Agreement or in any document delivered
to Purchaser by or on behalf of Seller pursuant to this Agreement. Purchaser
shall notify the Seller promptly of any written actions, claims or demands
against Purchaser of which the Seller is responsible hereunder. Each party shall
cooperate fully with the other, and the Seller shall control such defense and
the right to litigate, settle, appeal (provided it pays the cost of any required
appeal bond), compromise or otherwise deal with any such claim or resulting
judgment; provided that such settlement, compromise or other resolution of such
claim does not result in any liability to Purchaser. For non-cash claims
hereunder, Seller's indemnification or a reasonable reserve therefor of
Purchaser may be set off against any Promissory Note given to Seller hereunder,
upon notice to Purchaser.
6.3 INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify, defend and
save the Seller harmless from any actions, claims, losses, damages, demands or
expense (including without limitation all court costs and reasonable attorney's
fees on account thereof) suffered or incurred by Seller, its successors or
assigns, arising from (i) Purchaser's breach of any representation made by the
Purchaser in this Agreement or in any document delivered to Seller by or on
behalf of Purchaser pursuant to this Agreement, (ii) breach of any covenant or
warranty of the Purchaser contained in this Agreement or in any document
delivered to Seller by or on behalf of Purchaser pursuant to this Agreement, or
(iii) Purchaser's ownership or operation of the Assets after the Closing Date.
Seller shall notify the Purchaser promptly of any written actions, claims or
demands against Seller of which the Purchaser is responsible hereunder. Each
party shall cooperate fully with the other, and the Seller shall control such
defense and the right to litigate, settle, appeal (provided it pays the cost of
any required appeal bond), compromise or otherwise deal with any such claim or
resulting judgment; provided that such settlement, compromise or other
resolution of such claim does not result in any liability to Purchaser.
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6.4 BROKERS. No finder, broker, agent or other intermediary has acted
for or on behalf of the Seller or Purchaser in connection with the negotiation
or consummation of this Agreement or the transactions contemplated hereby.
6.5 BULK TRANSFER ACT. While not acknowledging the applicability of the
Bulk Transfers provision of the Connecticut Uniform Commercial Code ("Bulk Sales
Act"), the parties do nevertheless agree as follows:
6.5.1 Purchaser does hereby waive the provisions of the Bulk Sales
Act regarding Seller's duties as same may apply to this transaction.
6.5.2 The Seller does hereby agree to indemnify and hold Purchaser
harmless on account of any loss or damage which Purchaser may incur or sustain
on account of the above waiver, including reimbursement of Purchaser's
reasonable attorney's fees.
7. CONTINUED ACCURACY OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties of the parties contained herein
shall be true in all material respects at and as of the Closing Date with the
same effect as though such representations and warranties were made at and as of
such time; and each party shall have performed and complied with all
obligations, covenants, and conditions required by this Agreement to have been
performed or complied with by it prior to or on the Closing Date.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES.
8.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER. The
obligations of Purchaser to effect the transactions contemplated herein are
further subject to the satisfaction at or prior to the Closing Date of the
following conditions, unless waived by Purchaser in writing:
(a) The representations and warranties of Seller set forth in
this Agreement shall be true and correct as of the date of this Agreement, and
shall also be true and correct (except for such changes as are contemplated by
the terms of this Agreement) on and as of the Closing Date with the same force
and effect as though made on and as of the Closing Date, except if and to the
extent any failures to be true and correct would not have a material adverse
effect on the Business.
(b) From the date of this Agreement through the Closing Date,
Seller shall not have suffered any change that has had a net effect greater than
Fifty Thousand Dollars ($50,000.00) on the Business, or the financial condition,
assets, liabilities or earnings of Seller (a "Material Adverse Change") in the
Business or the assets, operations or financial condition of Seller (other than
changes relating to the transactions contemplated by this Agreement).
(c) Seller shall have performed all obligations and covenants
and conditions required to be performed by it under this Agreement at or prior
to the Closing Date.
(d) Seller shall have furnished Purchaser with copies of
resolutions duly
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adopted by its Boards of Directors approving the execution and delivery of this
Agreement and all other necessary or proper corporate action to enable them to
comply with the terms of this Agreement, such resolutions to be certified by the
Secretary or Assistant Secretary of Seller.
(e) No event of default by Seller shall have occurred and be
continuing with respect to any of the Assumed Liabilities as of the Closing
Date.
8.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of
Seller to effect the transactions contempleted herein are subject to the
satisfaction at or prior to the Closing Date of the following conditions, unless
waived by Seller in writing:
(a) The representations and warranties of Purchaser set forth
in this Agreement shall be true and correct as of the date of this Agreement,
and shall also be true in all material respects (except for such changes as are
contemplated by the terms of this Agreement) on and as of the Closing Date with
the same force and effect as though made on and as of the Closing Date, except
if and to the extent any failures to be true and correct would not have a
material adverse effect on Purchaser.
(b) From the date of this Agreement through the Closing Date,
Purchaser shall not have suffered any adverse changes in its business,
operations or financial condition which are material to Purchaser (other than
changes generally affecting the industries in which Purchaser operates,
including changes due to actual or proposed changes in law or regulation).
(c) Purchaser shall have materially performed all obligations
required to be performed by it under this Agreement at or prior to the Closing
Date.
(d) Purchaser shall have furnished Seller with copies of (i)
resolutions duly adopted by its Boards of Directors approving the execution and
delivery of this Agreement and all other necessary or proper corporate action to
enable them to comply with the terms of this Agreement, and (ii) to the extent
required pursuant to Purchaser's charter or bylaws, resolutions duly adopted by
the holders of the Purchaser Shares approving the issuance of the Purchaser
Shares, such resolutions to be certified by the Secretary or Assistant Secretary
of Purchaser.
(e) All actions, proceedings, instruments and documents
required to carry out this Agreement, or incidental hereto, including the
consent of Seller's Board of Directors, and all other legal matters shall have
been approved by Seller or counsel to Seller, and Seller or such counsel shall
have received all documents, certificates and other papers reasonably requested
by it in connection therewith.
(f) Purchaser shall have caused its sole shareholder to
deliver to Seller 825,000 shares of eUniverse, Inc. common stock.
9. CLOSING
9.1 DATE AND PLACE OF CLOSING. The Closing shall take place on October
10, 2000 at the offices of Martin, Lucas & Chioffi, LLP, 1177 Summer Street,
Stamford, Connecticut 06905 or as
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soon thereafter as the parties agree. The Closing shall be effective as of 12:01
a.m. Stamford, Connecticut on the Closing Date.
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9.2 SELLER'S OBLIGATIONS AT CLOSING. Seller shall deliver to Purchaser:
(a) at the time of Closing, executed bills of sale and
other instruments in a form satisfactory to Purchaser
and its counsel as may be necessary to transfer all
of the Assets to Purchaser and to consummate the
transactions called for by this Agreement;
(b) at the time of Closing, Consent(s) to Assignment of
the Assumed Liabilities;
(c) at the time of Closing, an executed Fifth Amendment
to Stock Option Agreement by and between Seller and
Purchaser substantially in the form attached hereto
as Exhibit "A";
(d) at the time of Closing, an executed domain name
transfer agreement substantially in the form attached
hereto as Exhibit "B";
(e) evidence of release of encumbrances set forth in
Section 4.5 herein;
(f) at the Closing, Seller shall deliver to Purchaser a
certificate signed by the Chief Financial Officer of
Seller certifying that the representations and
warranties of Seller set forth in this Agreement are
true and correct as of the date of this Agreement.
9.3 PURCHASER'S OBLIGATIONS AT CLOSING. Purchaser shall deliver
to Seller:
(a) at the time of Closing, an executed Promissory Note;
(b) an executed Assignment and Assumption Agreement in
the form attached hereto as Exhibit "D";
(c) at the time of Closing, an executed Fifth Amendment
to Stock Option Agreement by and between Seller and
Purchaser substantially in the form attached hereto
as Exhibit "A";
(d) at the time of Closing, an executed letter from
Charles BeilmanPurchaser resigning as a director on
the Board of Directors of Gamer's Alliance, Inc.;
(e) at the time of Closing, an executed vendor repayment
plan, in the form attached hereto as Exhibit "C";
(f) at the time of Closing, an executed Escrow Agreement
in the form attached hereto at Exhibit "E"; and
(g) at the Closing, Purchaser shall deliver to Seller, a
certificate signed by the President of Purchaser
certifying that the representations and warranties of
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Purchaser set forth in this Agreement are true and
correct as of the date of this Agreement.
10. GENERAL PROVISIONS
10.1 NO WAIVERS. Neither party shall be deemed to waive any of its
rights, powers or remedies hereunder unless such waiver is in writing and signed
by said party. No delay or omission by either party in exercising any of said
rights, powers or remedies shall operate as a waiver thereof. Nor shall a waiver
signed by either party of any breach of the covenants, conditions or agreements
binding on the other party on one occasion be construed as a waiver or consent
to such breach on any future occasion or a waiver of any other covenant,
condition, or agreement herein contained.
10.2 ARBITRATION. Any controversy or claim arising out of or related to
this Agreement or the breach thereof shall be settled by binding arbitration in
Fairfield County, Connecticut, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.
10.3 ASSIGNMENT. Neither party may assign any portion of this
Agreement, voluntarily or involuntarily, including without limitation by
operation of law or by merger in which such party does not survive. Any attempt
to do so shall be null and void. No person or entity not a party hereto shall
have any interest herein or be deemed a third party beneficiary hereof, and
nothing contained herein shall be construed to create any rights enforceable by
any other person or third party.
10.4 PARTNERSHIP. Nothing herein contained shall be construed as
creating a partnership or joint venture by or between the parties.
10.5 BINDING AGREEMENT. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
10.6 SEVERABILITY. Any provision of this Agreement held or determined
by a court (or other legal authority) of competent jurisdiction to be illegal,
invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct
and independent, and shall be ineffective to the extent of such holding or
determination without (i) invalidating the remaining provisions of this
Agreement in that jurisdiction or (ii) affecting the legality, validity or
enforceability of such provision in any other jurisdiction.
10.7 TIME OF ESSENCE. Time is of the essence of this Agreement.
10.8 CAPTIONS HEADINGS. Captions and paragraph headings used in this
Agreement are for convenience only and shall not be used to interpret any
provision hereof.
10.9 ENTIRE AGREEMENT. This Agreement, together with Schedules and
Exhibits identified herein, constitutes the entire agreement and understanding
of the parties with respect to the subject matter hereof, and is intended as the
parties' final expression and complete and exclusive statement of the terms
thereof, superseding all prior or contemporaneous agreements, representations,
promises
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and understandings, whether written or oral, and may be amended or modified only
by an instrument in writing signed by both parties.
10.10 NOTICES. Any notice required or permitted to be given hereunder
shall be (a) in writing, (b) effective on the first business day following the
date of receipt, and (c) delivered by one of the following means: (i) by
personal delivery; (ii) by prepaid, overnight package delivery or courier
service; or (iii) by the United States Postal Service, first class, certified
mail, return receipt requested, postage prepaid. All notices given under this
Agreement shall be addressed, in the case of Seller, as follows:
CD Universe, Inc.
101 North Plains Industrial Road
Wallingford, CT 06492
Attn: Mr. William R. Wagner, Chief Financial Officer
and, in the case of Purchaser, as follows:
CLBL, Inc.
32 Cooke Road
Wallingford, CT 06492
Attn: Mr. Charles Beilman
or to such other addresses of which the parties have been advised in writing by
any of the above-described means. Personal delivery to Seller or to Purchaser or
to any officer, partner, agent, or employee of such party at its address herein
shall constitute receipt. The following shall also constitute receipt: (i) a
party's rejection or other refusal to accept notice, and (ii) the inability to
deliver to a party because of a changed address of which no notice has been
received by the other party. Notwithstanding the foregoing, no notice of change
of address shall be effective until ten (10) days after the date of receipt
thereof. This Section shall not be construed in any way to affect or impair any
waiver of notice or demand herein provided.
10.11 REMEDIES CUMULATIVE AND NONEXCLUSIVE. Unless stated otherwise,
all remedies provided for in this Agreement shall be cumulative, nonexclusive
and in addition to, but not in lieu of, any other remedies available to either
party at law, in equity, or otherwise.
10.12 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Connecticut, without giving effect
to any principles of conflicts of law.
10.13 PRONOUNS. Pronouns used herein shall be construed as masculine,
feminine, or neuter, and both singular and plural, as the context may require,
and the term "person" shall include an individual, corporation, association,
partnership, trust, and other organization.
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10.14 REFERENCES TO OTHER DOCUMENTS. All references herein to any
document, instrument, or agreement shall be deemed to refer to such document,
instrument, or agreement as the same may be amended, modified, restated,
supplemented, or replaced from time to time.
10.15 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, each party has executed or caused its duly
authorized officer to execute this Agreement the day and year first above
written.
CD UNIVERSE, INC.
By: /s/ William R. Wagner
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Name: William R. Wagner
Its: Vice President and Chief Financial Officer
CLBL, INC.
By: /s/ Charles C. Beilman
--------------------------------------------
Name: Charles C. Beilman
Its: President
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