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Exhibit 3.1
ARTICLES OF INCORPORATION
OF
ADVANTA BUSINESS RECEIVABLES CORP.
I, the person hereinafter named as incorporator, for the
purpose of establishing a corporation under the provisions and subject
to the requirements of Title 7, chapter 78 of the Nevada Revised
Statutes and the acts amendatory thereof, and hereinafter sometimes
referred to as the General Corporation Law of the State of Nevada, do
hereby adopt and make the following Articles of Incorporation:
ARTICLE FIRST
The name of this corporation is ADVANTA BUSINESS RECEIVABLES
CORP. (the "Corporation").
ARTICLE SECOND
The address of the Corporation's resident office in the State
of Nevada is as follows:
1325 Airmotive Way
Suite 130
Reno, Nevada 89502
The resident at the foregoing address is Griffin Corporate Services,
located in Washoe County.
ARTICLE THIRD
The total number of shares which this Corporation is
authorized to issue is one-thousand (1,000), all of which are of a par
value of One Cent ($0.01) per share. All of said shares are of one
class and are designated as common stock.
No holder of any of the shares of any class of the Corporation
shall be entitled as a right to subscribe for, purchase or otherwise
acquire any shares of any class of the Corporation which the
Corporation proposes to issue, or any rights to options which the
Corporation propose to grant for the purchase of shares of any class of
the Corporation or for the purchase of any shares, bonds, securities,
or obligations of the Corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for, purchase
or otherwise acquire shares of any class of the Corporation; and
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any and all of such shares, bonds, securities or obligations of the
Corporation, whether now or hereafter authorized or created, may be
issued or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and
options may be granted by the Board of Directors to such persons,
firms, corporations and associations for such lawful consideration and
on such terms as the Board of Directors in its discretion may
determine, without first offering the same, or any thereof, to any said
holder.
The capital stock of the Corporation, after the amount of the
consideration for the issuance of shares, as determined by the Board of
Directors, has been paid, is not subject to assessment to pay the debts
of the Corporation and no stock issued as fully paid up may ever be
assessed, and the Articles of Incorporation cannot be amended in this
respect.
ARTICLE FOURTH
(a) The governing board of the Corporation shall be styled as
a "Board of Directors", and any member of said Board shall be styled as
a "Director" except as provided by statute.
(b) The number of members constituting the first Board of
Directors of the Corporation is five; and the name and post office
box or street address, either residence or business, of each of said
members is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Albert E. Lindenberg 1020 Laurel Oak Road
Voorhees, New Jersey 08043
Daniel P. Dyer 1020 Laurel Oak Road
Voorhees, New Jersey 08043
Richard G. Pfaltzgraff 1020 Laurel Oak Road
Voorhees, New Jersey 08043
Janice C. George 1325 Airmotive Way
Suite 130
Reno, Nevada 89502
Francis B. Jacobs, II c/o Delaware Trust Capital
Management
900 Market Street
Wilmington, DE 19801
</TABLE>
The number of directors of the corporation may be increased or
decreased in the manner provided in the By-laws of the Corporation,
provided, that the number of directors
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shall never be less than one, and provided, further that the sole remaining
director must be an Independent Director. The Corporation shall at all times
have at least two independent directors, (each an "Independent Director") except
where there is only one remaining director.
At least one Independent Director shall satisfy the following
conditions:
(i) Such Independent Director shall be an individual
who is not, and never was,
(A) a stockholder, director, officer,
employee, affiliate, associate, customer or supplier
of, or any person that has received any benefit
(excluding, however, any compensation received by the
director, in such person's capacity as director as
required by this Article FOURTH) in any form whatever
from, or any person that has provided any service
(excluding, however, any service provided by the
director, in such person's capacity as director as
required by this Article FOURTH) in any form whatever
to, Advanta Corp., Advanta Business Services Corp. or
any of their affiliates, subsidiaries, parents or
associates, or
(B)(i) any person owning beneficially,
directly or indirectly, any outstanding shares of
common stock of Advanta Corp., Advanta Business
Services Corp. or any of their affiliates,
subsidiaries, parents or (ii) a stockholder,
director, officer, employee, affiliate, associate,
customer or supplier of, or any person that has
received any benefit (excluding, however, any
compensation received by the director, in such
person's capacity as director as required by this
Article FOURTH) in any form whatever from, or any
person that has provided any service (excluding,
however, any service provided by the director, in
such person's capacity as director as required by
this Article FOURTH) in any form whatever to, such
beneficial owner or any of such beneficial owner's
affiliates or associates; provided, that, the
ownership of up to 5% of any class of stock (other
than stock of the Corporation) listed on a national
securities exchange shall not prevent an individual
from meeting the requirements of this Article FOURTH;
provided, that, such Independent Director may act as a
director or officer of other special purpose corporations or
special purpose entities.
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Each Independent Director shall satisfy the following
conditions:
(i) No director serving pursuant to the requirements
of this Article FOURTH shall, with regard to any act, or
failure to act, in connection with any matter referred to in
clause (iv) of Article EIGHTH, owe a fiduciary duty or
obligation to the stockholders (except as may specifically be
required by the statutory law of any applicable jurisdiction);
instead, such director's fiduciary duty and other obligations
with regard to such act, or failure to act, in connection with
any matter referred to in clause (iv) of Article EIGHTH shall
be owed to the Corporation, including, without limitation, the
creditors of the Corporation. Every stockholder shall be
deemed to have consented to the foregoing by virtue of such
stockholder's purchase of shares of capital stock of the
Corporation, no further act or deed of any stockholder being
required to evidence such consent;
(ii) As used in this Article FOURTH, the term
"person" means a natural person, corporation or other entity,
government, or political subdivision agency or instrumentality
of a government; an "affiliate" of a person is a person that
directly, or indirectly through one of more intermediaries,
controls or is controlled by, or is under common control with,
or owns, directly or indirectly, 50% or more of, the person
specified; the term "associate," when used to indicate a
relationship with any person, means (1) a corporation or
organization of which such person is an officer, director or
partner or is, directly or indirectly, the beneficial owner of
10% or more of any class of equity securities, (2) any trust
or other estate in which such person serves as trustee or in a
similar capacity, and (3) any relative or spouse of such
person, or any relative of such spouse, who has the same home
as such person;
(iii) When voting on matters subject to the vote of
the Board of Directors, including those matters specified in
clause (iv) of Article EIGHTH hereof, notwithstanding that the
Corporation is not then insolvent, the directors serving
pursuant to the requirements of this Article FOURTH shall take
into account the interests of the creditors of the Corporation
as well as the interests of the Corporation.
(C) In the interim between elections of directors by
stockholders entitled to vote, all vacancies, including vacancies
caused by an increase in the number of directors and including
vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said
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stockholders, may be filled by the remaining directors or the sole
remaining director, though less than a quorum.
ARTICLE FIFTH
The name and address of the incorporator is as follows:
Michael Witt
P.O. Box 1228
1020 Laurel Oak Road
Voorhees, NJ 08032-1228
ARTICLE SIXTH
The business in which the Corporation may engage and the
powers which the Corporation may exercise are restricted exclusively to
the following:
(a) to acquire from time to time all right, title and
interest in and to (i) receivables including but not limited
to, lease contracts, commercial loans or leases, loans to
franchise operations, accounts receivables, credit card
receivables, insurance policy loans or premiums, or
installment sale or lease contracts or promissory notes,
arising out of or relating to, the purchase or lease of
equipment, monies due thereunder, equipment financed thereby
or security interests therein, proceeds from claims on
insurance policies related thereto, or (ii) any participation
interest (including, without limitation, interest only strips)
in or security based on or backed by any of the foregoing and
related rights and other property appurtenant thereto (items
in (a)(i) and (a)(ii)), collectively, the "Assets");
(b) to acquire, own, hold, service, sell, assign,
pledge and otherwise deal with the Assets, collateral securing
or otherwise relating to the Assets, related insurance
policies, agreements with vendors or lessors or other
originators or servicers of Assets and any proceeds or further
rights associated with any of the foregoing;
(c) to transfer from time to time Assets to trusts
(the "Trusts") pursuant to one or more pooling and servicing
agreements or other agreements ("Securitization Agreements"),
to be entered into by, among others, the Corporation, the
trustee named therein (the "Trustee"), and any entity acting
as servicer of the Assets;
(d) to transfer from time to time Assets pursuant to
one or more receivables transfer agreements other
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agreements ("Receivables Transfer Agreements"), to be
entered into by, among other things, the Corporation, any
entity acting as placement agent, the transferor of the
Assets, and any entity acting as servicer of the Assets;
(e) to authorize, and cause the issuance of one or
more series of certificates or other securities issued
pursuant to Securitization Agreements or Receivables Transfer
Agreements;
(f) to authorize, issue, sell and deliver one or more
series and classes of bonds, notes or other evidences of
indebtedness secured or collateralized by one or more pools of
Assets issued under an Indenture or similar agreement (each,
an "Indenture") or by certificates of any class issued by any
Trust established by the Corporation (collectively, the
"Notes"), provided that the Corporation shall have no
liability under any Notes except to the extent of the Assets
or the certificates securing or collateralizing such Notes;
(g) to acquire from the Trustee certificates issued
by Trusts to which the Corporation transferred Assets;
(h) to hold and enjoy all of the rights and
privileges of any certificates issued to the Corporation under
the related agreements and to hold and enjoy all of the rights
and privileges of any class of any series of Notes, including
any class of Notes or certificates which may be subordinate to
any other class of Notes or certificates, respectively;
(i) to purchase Assets from and sell Assets to any
Related Company or any third party as defined in Article
EIGHTH in connection with Securitization Agreements or
Receivables Transfer Agreements;
(j) to perform its obligations under each
Securitization Agreement, Receivables Transfer Agreement,
Interim Agreement (as defined below) or other agreement
entered into by the Corporation;
(k) to invest proceeds from any Assets, and any other
income as determined by the Board of Directors, including
investing in other Assets;
(l) to enter from time to time into interim
arrangements relating to the Assets whereby assets are
transferred to a custodian on behalf of the entity providing
financing, pursuant to one or more repurchase agreements or
other agreements (each, an "Interim Agreement") to be entered
into by, among others, the Corporation, the entity providing
financing, the
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custodian named therein and any entity acting as servicer of
the Assets; provided, however, that the Corporation shall have
no liability under any Interim Agreement except to the extent
of the Assets funded thereby; and
(m) to engage in any acts and activities and exercise
any powers permitted to corporations under the laws of the
State of Nevada which are incidental to, or connected with,
the foregoing, and necessary, suitable or convenient to
accomplish any of the foregoing.
ARTICLE SEVENTH
No Director or, to the extent specified from time to time by
the Board of Directors, officer of the Corporation will be liable to
the Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, excepting only (a) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of
law or (b) the payment of dividends in violation of 78.300 of the
Nevada Revised Statutes. No amendment or repeal of this Article SEVENTH
applies to or has any effect on the liability or alleged liability of
any Director or officer of this Corporation for or with respect to any
acts or omissions of the Director or officer occurring prior to the
amendment or repeal, except as otherwise required by law. In the event
that Nevada law is amended to authorize the further elimination or
limitation of liability of directors or officers, then this Article
SEVENTH shall also be so amended to provide for the elimination or
limitation of liability to the fullest extent permitted by Nevada law.
The Corporation shall indemnify the officers and directors of
the Corporation to the fullest extent permitted by the Nevada Private
Corporations Law as the same exists or may hereafter be amended. In the
event that the Nevada Private Corporations Law is amended, after the
filing of these Articles of Incorporation, to authorize corporate
action further eliminating or limiting the personal liability of an
officer or director, then the liability of an officer or director of
the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada Private Corporations Law, as so amended.
The Corporation shall pay the expenses incurred by an officer
or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such
amount if it should be ultimately determined that he/she is not
entitled to be
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indemnified by the Corporation as authorized by Nevada Private
Corporations Law.
Any amendment to or repeal of any of the provisions in this
Article SEVENTH shall not adversely affect any right or protection of
an officer or director of the Corporation for or with respect to any
act or omissions of such director occurring prior to such amendment or
repeal.
ARTICLE EIGHTH
Notwithstanding any other provision of these Articles of
Incorporation and any provision of law that otherwise so empowers the
Corporation, the Corporation shall not, without the prior written
consent of the Trustee under any applicable Securitization Agreement
(and any supplements thereto), do any of the following:
(i) (x) consolidate or merge with or into any other
entity or convey, transfer or assign any residual or
subordinate interest to any Related Company (as defined
below), or dissolve or transfer its properties and assets
substantially as an entirety to any entity (other than to a
trust formed pursuant to a pooling and servicing agreement or
similar agreement and only to the extent that the trust is
deemed to be a subsidiary of the Corporation), or lend or
advance any moneys to, or make an investment in, any person or
amend or repeal its bylaws or these Articles of Incorporation
or (y) engage in any other action that bears on whether the
separate legal identity of the Corporation and any Related
Company will be respected, including, without limitation (a)
holding itself out as being liable for the debts of any other
party; (b) forming, or causing to be formed, any subsidiaries;
(c) acting other than in its corporate name and through its
duly authorized officers or agents; (d) failing to hold
appropriate meetings of the Board of Directors at least three
times per annum and otherwise as necessary to authorize all
corporate action; and (e) failing to hold meetings of the
stockholders at least one time per annum;
(ii) incur any indebtedness, or assume or guaranty
any indebtedness of any other entity, other than Notes and any
Indebtedness to ADVANTA Business Services Corp., a Delaware
corporation, or any affiliate thereof in connection with the
acquisition of Assets;
(iii) consolidate or merge with or into any other
entity or convey or transfer its properties and assets
substantially as an entirety to any entity, unless
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(A) the entity (if other than the
Corporation) formed or surviving the consolidation or
merger or which acquires the properties and assets of
the Corporation is organized and existing under the
laws of the State of Nevada, expressly assumes the
due and punctual payment of all obligations of the
Corporation, including those obligations of the
Corporation under each Securitization Agreement and
each Receivables Transfer Agreement and has Articles
of Incorporation containing provisions substantially
identical to the provisions of Articles FOURTH, SIXTH
and this Article EIGHTH; and
(B) immediately after giving effect to the
transaction, no default or event of default has
occurred and is continuing under any Securitization
Agreement, any Receivables Transfer Agreement, any
indebtedness of the Corporation or any agreements
relating to such indebtedness; or
(iv) without (A) the affirmative vote of 100% of the
members of the Board of Directors of the Corporation
(including an affirmative vote of each Independent Director
required by Article FOURTH) and (B) the affirmative vote of
the holders of 100% of the common stock outstanding of the
Corporation, make an assignment for the benefit of creditors,
file a petition in bankruptcy, petition or apply to any
tribunal for the appointment of a custodian, receiver or any
trustee for it or for a substantial part of its property,
commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction, whether now or
hereinafter in effect, consent or acquiesce to the entry of
an order for relief, or in the filing of any such petition,
application, proceeding or appointment of or taking
possession by the custodian, receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the
Corporation or any substantial part of its property or admit
its inability to pay its debts generally as they become due
or authorize any of the foregoing to be done or taken on
behalf of the Corporation; provided that if there shall not
be two directors required by Article FOURTH (b) of these
Articles of Incorporation then in office and acting, a vote
upon any matter set forth in this Article EIGHTH shall not be
taken unless and until two directors meeting the requirements
of Article FOURTH (b) of these Articles of Incorporation
shall have been elected.
For purpose of this Certificate, "Related Company" means the
stockholder or stockholders of this Corporation or any entity other
than this Corporation now or hereafter controlled directly or
indirectly by, or under direct or
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indirect common control with, the stockholders of this Corporation.
ARTICLE NINTH
In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors of the Corporation is expressly
authorized:
(a) To make, alter, amend or repeal the By-laws of the
Corporation, except that such By-laws or any
alteration, amendment or repeal thereof shall not in
any manner impair the intent of, Article SIXTH, Article
EIGHTH or this Article NINTH of these Articles of
Incorporation.
(b) To take, lease, purchase or otherwise acquire, and to
own, use, hold, sell, convey, exchange, lease, mortgage
or otherwise encumber, work, improve, develop, divide
and otherwise handle, deal in, and dispose of real
estate, real and personal property and any interest or
right therein.
(c) To determine the use and disposition of any surplus and
net profits of the Corporation, including the
determination of the amount of working capital
required, to set apart out of any of the funds of the
Corporation, whether or not available for dividends, a
reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was
created.
(d) By a majority of the Board of Directors, to designate
one or more committees, each committee to consist of
one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors
as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee. The By-laws may provide that in the absence
or disqualification of a member of a committee, the
member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, or in the By-laws
of the Corporation, shall have and may exercise all the
powers and authority of the Board of Directors in the
management of the business and affairs of the
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Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may
require it; and no such committee shall have the power
or authority in reference to amending the Articles of
Incorporation, to authorize or take any action
described in Article SIXTH, Article EIGHTH and this
Article NINTH, adopting an agreement of merger or
consolidation, recommending to the stockholders the
sale, lease, or exchange of all or substantially all
of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or
a revocation of a dissolution, or amending the By-laws
of the Corporation; and no such committee shall have
the power or authority to declare a dividend or to
authorize the issuance of stock.
(e) When and as authorized by the stockholders in
accordance with statute, to sell, lease or exchange all
or substantially all of the property and assets of the
Corporation, including its good will and its corporate
franchise, upon such terms and conditions and for such
consideration, which may consist in whole or in part of
money or property including shares of stock in, and/or
other securities of, any other corporation or
corporations, as the Board of Directors shall deem
expedient for the best interests of the Corporation.
(f) To exercise, in addition to the powers and authorities
hereinbefore or by law conferred upon it, any such
powers and authorities and do all such acts and things
as may be exercised or done by the Corporation,
subject, nevertheless to the provisions of the laws
of the State of Nevada and of these Articles of
Incorporation and of the By-laws of the Corporation.
In addition to the foregoing, the Corporation shall conduct
its affairs in the following manner:
(i) it shall not commingle the Corporation's
assets with those of any direct or ultimate parent of the
corporation or any subsidiary or affiliate of any such parent;
(ii) it shall maintain separate corporate records and
books of account from those of any direct or ultimate parent
of the Corporation or any subsidiary or affiliate of any such
parent;
(iii) it shall conduct its business from an office
separate from any direct or ultimate parent of the
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Corporation or any subsidiary or affiliate of any such parent;
(iv) it shall maintain its assets separately from the
accounts of any other Person (including through the
maintenance of a separate bank account); and
(v) it shall pay from its assets all obligations and
indebtedness of any kind incurred by it, and shall not pay
from its assets any obligations or indebtedness of any other
entity or person.
ARTICLE TENTH
Without (i) the prior written consent of each Trustee under
any Securitization Agreement (and any supplements thereto), (ii) the
affirmative vote of 100% of the members of the Board of Directors of
the Corporation, including, without limitation, the affirmative vote of
each of the directors required by Article FOURTH (b) of these Articles
of Incorporation, and (iii) the affirmative vote of the holders of 100%
of the Common Stock outstanding, the Corporation shall not amend,
alter, change or repeal Article FOURTH, Article SIXTH, Article EIGHTH,
Article NINTH or this Article TENTH; provided, however, that if the two
directors required by Article FOURTH (b) of these Articles of
Incorporation are not then in office and acting, a vote upon any matter
set forth in this Article TENTH shall not be taken unless and until two
directors meeting the requirements of Article FOURTH (b) of these
Articles of Incorporation shall have been elected and shall be present
and acting at such vote.
ARTICLE ELEVENTH
The Corporation is to have perpetual existence.
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I, THE UNDERSIGNED, being the incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to the laws of the
State of Nevada, as amended, do make this certificate, hereby declaring
and certifying that this is my act and deed and that the facts herein
stated are true and that I have accordingly hereunto affixed my
signature this 22nd day of May, 1996.
/s/ Michael Witt
-----------------------------------
Michael Witt
Incorporator
On this 22nd day of May, 1996, before me personally came
Michael Witt, to me known, who, being by me duly sworn, did depose and
say that he is an employee of Advanta Business Services Corp. and
authorized to act as Incorporator of Advanta Business Receivables Corp.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Frances H. Naginewicz
-----------------------------------
Notary Public
[NOTARY SEAL]
FRANCES H.NAGINEWICZ
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES AUG. 23, 1998
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ADVANTA BUSINESS RECEIVABLES CORP.
The undersigned, for the purpose of amending the articles of incorporation
of Advanta Business Receivables Corp., a corporation established under the
provisions and subject to the requirements of Title 7, Chapter 78 of the
Nevada Revised Statutes, and the acts amendatory thereof, and hereinafter
sometimes referred to as the General Corporation Law of the State of Nevada, do
hereby certify as follows:
1. The name of the corporation (the "Corporation") is Advanta Business
Receivables Corp.
2. The original articles of incorporation of the Corporation (the
"Articles") were filed with the Secretary of State of the State of Nevada on
May 24, 1996.
3. The board of directors of the Corporation adopted a resolution by
unanimous written consent setting forth the amendment to the Articles contained
herein and declaring its advisability.
4. The sole stockholder of the Corporation consented in writing to the
adoption of the amendment to the Articles contained herein.
5. The amendment to the Articles adopted by the board of directors of
the Corporation and consented to by the sole stockholder of the Corporation is
set forth below:
Paragraph (i) of Article Eighth of the Articles of Incorporation of
the Corporation is hereby amended and restated to read as follows:
(i)(x) consolidate or merge with or into any other entity or convey,
transfer or assign any residual or subordinate interest to any Related
Company (as defined below) (other than the transfer and assignment by the
Corporation to Advanta Bank Corp. of the Corporation's residual interest in
Advanta Business Card Master Trust), or dissolve or transfer its properties
and assets substantially as an entirety to any entity (other than a trust
formed pursuant to a pooling and servicing agreement or similar agreement),
or lend or advance any moneys to, or make an investment in, any person or
amend or repeal its bylaws or these Articles of Incorporation or (y) engage
in any other action that bears on whether the separate legal identity of
the Corporation and any Related Company will be respected, including,
without limitation (a) holding itself out as being liable for the debts of
any other party; (b) forming, or causing to be formed, any subsidiaries;
(c) acting other than in its corporate name and through its duly authorized
officers and agents; (d) failing to hold appropriate meetings of the Board
of Directors at least three times per annum and otherwise as necessary
<PAGE> 15
to authorize all corporate action; and (e) failing to hold meetings of
the stockholders at least one time per annum;
Paragraph (v) of Article Ninth of the Articles of Incorporation of the
Corporation is hereby amended and restated to read as follows:
(v) it shall pay from its assets all obligations and indebtedness
of any kind incurred by it (other than certain tax liabilities assigned
to Advanta Corp. pursuant to an Assignment and Assumption Agreement
dated as of May 31, 1999).
WE, THE UNDERSIGNED, being the President and the Secretary of the
Corporation, do execute this certificate, hereby declaring and certifying that
this is our act and deed and the facts herein stated are true, and accordingly
have hereunto set our hands this 16th day of August, 1999.
/s/ John Richards
---------------------------
Name: John Richards
Title: President
/s/ Cole Silver
---------------------------
Name: Cole Silver
Title: Secretary
