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Exhibit B

PROMISSORY NOTE
Borrower: Davis Shapiro Lewit & Hayes, LLP 689 5th Avenue, 5th Floor New York, NY 10022 Reference Number: 20NY0744355-5 Principal Amount: $1,000,000.00 Lender: JPMorgan Chase Bank, NA RM - Manhattan West LPO 1166 Avenue of the Americas New York, NY 10036 Date of Note: 12/16/2011

PROMISE TO PAY: Davis Shapiro Lowit & Hayes, LIP ("Borrower") promises to pay to JPMorgan Chase fluiik, NA its successors and assigns ("Lender) or order, in lawful money of the United States of America, the i total princpal amount af$l00O,000.0() or so much as miiay be outstanding, together with interest on the unpaid omitsianihug principal balance from the date advanced until paid in full at the rate ,or rates referenced in this Note. RENEWAL NOTE: This Note is a renewal of an earlier loan or credit extension to Borrower from Lender, or from a JPMorgan Chase & Co affiliate which transferred the loan to Lender, and is identified in Lender or the affiliate's internal records as account number 0045074425500I This Note shall not release or affect the liability of any guarantor, surety or endorser of the loan, or release any security interest gratted by any owner of any collateral securing the loan This Note shall be considered a modification only, and not a novatlan LOAN TYPE. This Note evidences a Commercial Line of Credit, PAYMENT TERMS, Borrower will pay this loan in accordance with the following payment schedule(s):

Accrued interest and fees shall be payable monthly, beginning January 13, 2012, and on the same calendar day monthly thereafter, and the principal balance, together with all accrued unpaid interest and any other unpaid amounts due under this Note, shall be paid on December 13, 2012, the maturity date of this Note.

Payments and any other credits shall be allocated among principal, interest, late charges, collection casts, fees and other charges at the discretion of Lender, unless otherwise required by applicable law. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. INTEREST RATE.

The interest rate on this Note is subject to change from time to time based on changes in an index which is the LIBOR Kate (the "Index"). "LIBOR Rate shall mean the offered rate for U.S. Dollar deposits of not less than $1,000,000.00 for a eriod of time equal to each Interest Period as of 11:00 A.M. City of London, England time two London Business Days prior to the first date of each interest Period of this Note as shown on the display designated as "British Rankers Assoc. Interest Settlement Rates on the Reuters Screen ("Reuters) LIFIOROI Page, or such other page or pages as may replace such pages on Reuters for the perpose of displaying such ra Provided, however, that if such rate is not available on Reuters then such offered rate shall be otherwise independently determined by Lender from an alternate, substantially similar independent source available to Lender or shall be calculated by Lender by a substantially similar methodology as that theretofore used to determine such offered rate in Reuters, London Business Day means any day, other than a Saturday, Sunday or a day on which banking institutions are generally authorized or obligated by law or executive order to ciosu in the City of London, England. [acIi change in the rate to be charged on this Note will become effective then without notice on commencement each Interest Period based upon the Index in effect. Interest the of effective as of the first day of each Interest Period and ending on the last day of each Interest Per od,ovided that if any Interest Period is scheduled to end on a date for which there is no numerical equivalent to the date on
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PROMISSORY NOTE
which the Interest Period commenced, then it shall end instead on the last day of such calendar month. Except providedherein, the unpaid principal balance of this Note will accrue interest at a rate equal to the as otherwise sum of the Index plus 2.944 percentage point(s). PREPAYMENT PREMIUM. Borrower may pay without fee all or any portion of the loan evidenced by this Note at any time. All prepayments shall be applied in such order and manner as Lender may from time to time determine in its sole discretion. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged a late charge of the 5.00%of payment due or $25.00, whichever is greater, up to the maximum amount of $250.00 per late charge. DEFAULT RATE. Upon the occurrence of any Event of Default, including, but not limited to, (i) any material adverse change in the business assets, afThii, prospects or financial condition of Borrower or any Guarantor, (ii failing to provide financial statements, copiei4paderal tax returns and other information relating to the financial condition, properties and of any ObIigr..as provided for in the Note and/or any. Related affairs Document or as from time to time, or (iii) failure to pay upon final maturity, at Lender's option l..endcrrequests and if perautted by applicable law, Lender may (A) add any unpaid accrued interest to principal and such sum rate, and/or (U) will bear, interest there from until paid the rate provided in this Note, including any increased at increase the interest rate on this Note by 3.000 percentage points (the "Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change, if any, that would have applied had there been no Event of Default, FEE(S): In addition to all other obligations under this Note, Borrower shall pay the following fees together with all other fees described in this Note: Commitment Fee Waived $0.00

Total:

$0.00

SECURITY AGREEMENT. Borrower hereby grants, pledges and assigns to Lender, as security for repayment of the Indebtedness, a security interest in the following property, together with any substitutions and replacements therefor, and all products and proceeds thereof: all business assets, inventory, equipment, accounts, general intangibles, chattel paper, documents, instruments, and letter of credit rights Such property, together with any property described in any Related Document, is referred to in this Note as the "Collateral". LINE OF CREDIT CLEARANCE. Borrower shall, at least once during the term of this Note, reduce and maintain the outstanding principal balance of this Note to a zero balance for a period of at least thirty consecutive calendar days. LENDER'S DISCRETIONARY MATURITY EXTENSION, Lender, in its sole discretion, shall have the right, from time to time, to renew and extend the maturity date of this Note (each a "Maturity Extension"). Borrower agrees Lender has no obligation to extend the original or any, subsequent maturity date and may elect not to make a Maturity Extension at any time, even if one or more Maturity Extensions has previously been made. Lender will inform Borrower of any such Maturity Extension by written notice, executed by an officer of Lender, addressed to Borrower at its then current billing address. Notwithstanding the provision of this Note requiring that alteration or amendment to this Note shall require the signature of Borrower, Borrower any accepts and agrees to be bound by the Maturity Extension in the event this Note is not paid in full on the maturity date, or after the date of the Maturity Extension notice Borrower requests any advance or otherwise relies upon or utilizes the extension of credit evidenced by this Note for any purpose.
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PROMISSORY NOTE
elect to charge a fee in an PERIODIC FEES, Not more often than one time in each calendar year, Lender may amount determined by Lender, in its sole discretion, for the extension of credit evidenced by this Note. The fee may be charged, payable in advance, for each year, or portion of a year, that there remains any unpaid amounts due on this Note or that advances remain available under the line of credit evidenced by this Note, including as a result of any Maturity Extension. The fee may be charged to the line of credit. No refund of any portion of the fee shall be made in the event of cancellation of the line of credit for any reason. PRIMARY DEPOSIT ACCOUNTS. Lenderexpects Borrower to maintain its primary deposit accounts at Lender. One of the factors the Lender will consider in modification or renewal of this Note is the status of such accounts. ADDITIONAL LOAN TERMS. Certain definitions and other additional terms and conditions of the Note, are attached to this Note and are incorporated herein by reference (the "Additional Terms'). This Note represents the final agreement between Lender and Borrower and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the parties. There are no unwritten agreements between all terms of this Note, including but not or uarntors. Borrower agrees to be bound by Lender and Borrower Ga I imited to the jury waiver provisiou (whcc not prohibited by applicable law). Borrower agrees that Lender to protect its interest. Borrower acknowledges receipt may record orfile this Iot ifLender deenis it necessary and of the important Additional T rnis which are part of this Note the Security Agreement included in this TfT5 SCUR1TYAGREI3MENT SECURES ALL INDEBTEDNESS OF Note. BORROWI3R AGRES BORROWER AND IS NOT LIMITED TO A SPECIFIC LOAN, "Indebtedness" is more fully defined in the Additional Terms, is used in its most comprehensive sense to mean any and all obligations of every kind and character of Borrower, or any one or more of them, to Lender, now existing or hereinafter incurred, and includes obligations owing after payment in full of the specific term loan or line of credit described in this Note.

Borrower agrees that a facsimile of the signature(s) of the signer(s) of this Note, in any capacity, may be used to evidence the Borrower's acceptance of the terms of this Note. Any use of the principal amount or any other feature of this Note may be used as evidence of the foregoing authorizations, acceptances and agreements. IN ADDITION TO THE OTHER REMEDIES UNDER THIS NOTE, CONDITIONS FOR FUNDING. WITHOUT THE CONSENT OF BORROWER OR NOTICE TO ANYONE, LENDER HAS NO OBLIGATION TO MAKE THE INITIAL ADVANCE OR ANY ADVANCE UNDER THIS NOTE IF LENDER DETERMINES, IN ITS SOLE DISCRETION, THAT (A) BORROWER'S NAME ON THIS NOTE OR ANY GUARANTOR'S NAME ON THE GUARANTY IS INCORRECT OR INCOMPLETE; (B) LENDER'S LIEN ON THE COLLATERAL WILL NOT BE THE FIRST LIEN, FREE AND CLEAR OF ALL INTERESTS OR ENCUMBRANCES; OR (C) ANY OTHER EVENT OF OTHER LIENS, SECURITY DEFAULT PROVIDED FOR IN THIS NOTE HAS OCCURRED. ADVANCING FUNDS ON THIS LOAN DOES NOT WAIVE ANY OF LENDER'S RIGHTS AND REMEDIES UNDER THIS NOTE.

Davis Shapiro Lewit & Hayes, LLP

By: Daniel Hayes

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PROMISSORY NOTE

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Steven 0 S i, pno Print Title:

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By: Peter Lewit / ,

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139011026121

BUSINESS LOAN AGREEMENT


Borrower Davis Shapiro Lewit & Hayes, LLP 689 5thAvenue New York, NY 10022 Reference Number: 20NY0744355-5 Lender: JPMorgan Chase Bank, NA RM - Manhattan West LPO 1166 Avenue of the Americas New York, NY 10036

This agreement is made as of the date set forth below between JPMorgan Chase its successors and assigns Bank, NA, ("Lender"), and Davis Shapiro Lewit & Hayes, LLP (jointly and severally, the "Borrower") join SCOPE OF THIS AGREEMENT. This agreement governshIndebtedness, which is used in its broadest sense to include any andfl *xtensions of credit- from the Lendertheion!owcr, unless to otherwise agreed to in writing by the or construction loan agreement. (iii) any bond-related transaction, and (v) any bys

CONTINUING REPRESENTATIONS.

As of the date of this agreement, as of the date of each advancc as of the date
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at regardless of

making of the in full force and

REPRESENTATIONS AND WARRANTIES. Lender that:

Borrower represents and warrants to, and covenants and agrees with

Organization. Borrower's principal residence or chief executiveu(fiae is at the address shown on this agreement; its name as it appears in this agreement, if Borrower Is anatural petfth, is his or her exact legal name or, if the Borrower is other than a natural person, is the exact name as it appears in its organizational documents, as amended and as filed with 1 139011026121

the appropriate governmental entity (if required), including any trust documents; if the Borrower is other than a natural person and organizational documentsare required to be filed with the appropriate govcrnntcntal entity, then such organizational documents have been =the where chief executive office is located unless evidence of a its the state different state of organization has been provided to Lender in writing; and provided further, Borrower will not change any of the foregoing without giving Lender prior written notice.

Effect. The execution and delivery of this agreement and the Notes, and the performance of the Authorization and Legal oblignlions they impoe, do not violate any law, conflict with any agreement by which Borrower is bound, or require the

n notice of its revocatioi Validity of Ifor claims, demands agreement or the a. As of the date of this ns of any kind, person edness All balance shot has been or is hereiftet

certiffei such person is iduafly md on lehalf of dii Borrowei shall remain in flifl force and effect, and Lender may rely on this en delivered to Lender.
nt there are no defenses or counterclaims, offsets or adverse rwise, that the Borrower could assert with respect to this it and loss statements, and all other financial statements and all
,wftn tI,. I ..nripr in ,.r,nn,'t'rinn u.,ilh rh& IndArMiumm ,ir iriu

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the Brroweri chief financial officer, or other officer or a person acceptable to the Lender, certifying that. us of the date Of the certificate, no default exists under y provision of this agreement or the Related Documents. an
AFFIRMATIVE COVENANTS.
Borrower will: Borrower covenants and agrees with Lender that while this agreement is in effect,

Uaims, Litigation, Defaults, etc. Promptly inform time Lender in writing of any of the following events, nom Notices of

Lender rtieneIit, unless proviuusJy disclosed mid acknowledged by in writing, no lldgacioii, cluitmi, investigation, is theBosTower pending or scrutive proceeding or slrnhlnt. action (ineludi:ig those for unpaid taxes) against , in any ned,and no other event has occurred which may onecase or in the aggregate materially adversely affect the financial condition and properties; (2) the occurrence oc any event which gives rise to the Lender's option to V ate any Note; (3) the institution of steps by 13orrWr to withdraw from, the institution of any steps to terinicane, the ;urrcrccc of any reportable event, or the occurrence of any prohibited transaction in connection with any employee plan to which the Borrower may have liability; (4) any addhiuns to or changes in the locations of the Borrower's or any provision of this agreement or of any the Borrowers or Subsidiary's businesses; and (5) any alleged breach of

Inspection. Permit the Lender, assigns or agents, at such times and at such intervals as the Lender may reasonably its and ar.i4 require:(1) toispt, examine, audit tipy the Burrower's btisiiiess records, to discuss the Borrower's business,

,cosb4nd-expensel

or

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Maintenance of Financial Records, Maintain proper books and records of account, in accordance with Generally Accepted Accounting Principles, and/or consistent with financial statements previously submitted to the Lender. Financial Statements. Furnish to the Lender whatever information, books and records the Lender may reasonably request, including at a minimum:

Borrower Interim Statements. As-,soon as available, but within 45 days after the cud of each fiscal quarter, Borrowers balance shcct, consolidated, if app licable, as of the end of tIai period and statements of income, cash flow nd retMfledesspings the hcgimiing of the (kcal year to the cud of that period, prepared internally and being in fro:n r()rm aonablyacceptablu to T..euder. tlozrowcr Tax Returns. soon as available, but within 30 days after timely filing, a signed copy of the annual As federal and other governmental tax returns of Borrower, with all schedules attached thereto, compiled by certified public accountants reasonably acceptable to Lender. Financial Statements. SOOn as available, but in no event later than October 31 of each year, Borrower will cause As Daniel B Hayes, Steven 0 Shapiro and Peter Lewit to provide current signed personal financial statements of such person(s),to be in form and with such detail as is reasonably acceptable to Lender, Tax Returns.As soon as available, and within 30 days after timely filing, Borrower will cause Daniel B Hayes, Steven G Shapiro and Peter Lewit to provide a signed copy annual federal and other governmental tax returns of the of such person(s), with all schedules attached thereto, prepared by taxpayer.

ourance. Maintain insurance acceptable to the Lender with financially sound and reputable insurers acceptable to the Lender covering its properties and business against those casualties and contingencies and in the types and amounts as in accordance with sound business and industry, practices; furnish to the Lender, upon request of the Lender, reports on each existing insurance policy showing such information as the Lender may reasonably request; and make Lender loss payee or additional insured on such policies, upon request of Lender. Guaranties.Cause each guarantor of the Indebtedness to maintain any guaranty executed related to any, or all, of the Indebtedness to remain in full force and effect at all times the Indebtedness is owing. Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between the Borrower and any other party.

Maintain good and marketable title to all of the Borrowers assets and properties, and Title to Aets and Property. defend such assets and properties ngaiust all claim s and demands of all persons at any time claiming any interest in them except to theexu:nt liens arr wise permitted by this agreement. tCotli Ownershipand, Operating Rights.Maintain ownership, franchise rights or licenses to use all trademarks, trade names, copy7 I inoloy,knthv-liow and vroce2 nessary for the conduct of its business as currently conducted; is,

used in connection with Borrowers business; and mai rship of rs business without surrender, termination or main of ny l ease mod riati'on, unless tlie Lendcr otherwise agrees in writing. Maintain each employee benefit plan as to which the Borrower may have any liability, in Employee Benefit Plans. compliance with all applicable requirements of law and regulations, id other livery of any of NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this agreement is in effect, Borrower shall not, without the prior written consent of Lender: Liens and Indebtedness. Create or permit toe known to the Lender, liens to the Lender, liens Liabilities for taxes and similar assessments, un liens

in in writing which isnot to be paid with pr ceeds of borrowings under 139011025121

For purposes of this covenant, the sale of any account receivable is the incurring of liability,

Continuityof Operations.(1) Engage in any, business activities substantially different from those in which the Borrower is presently engaged; (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, chang its name, dissolve, or sell any assets out of the ordinary course of business; (3) enter into any arrangement with any pers for the leasing by the orrower or any subsidiary of real or personal property which has been sold or transferred Borrower by the Borrower or subsidiary to such person; or (4) change its business organization, thejurisdiction under which its business organization is formed or organized, or its chief executive office, or any places of its businesses. i)istributions.Acquire, retire, purchase or redeem any ownership 4ntereat of any partner of the Borrower, or return any capital to any partner of the Borrower, or declare or pay any distribution to any partner of the Borrower; provided, however, that if there is no existing default under agreemen or any agreement related to the Indebtedness and to do so this t will not cause a default under any of such agreements, the Borrower may make distributions to its partners sufficient in amount to pay, their income tax obligations attributable to the Borrower's taxable income. Loans, Advances, Investments and Guaranties. any loans or advances to, investments in, or incur any receivables Make from anyperson, (except in the ordinary course of business, to, in or from any parson that is not an affiliate, employee, or an equity holder of the Borrower), or guaranteeor otherwise become or remain secondarily Liable on the undertaking of another. Primary Deposit Relationship. to establish and maintain its primary deposit and disbursement relationship with Fail Lender. (I) Use of Luau Proceeds. Use, or permit any proceeds of the Indebtedness directly or indirectly, for: any to be used, personal, family or household purpose, or (2) the purpose of "purchasing or carrying any margin stock" within the meaning of Federal Reserve Board Regulation U At the Lender's reque*t, the Bomiower will furnish a completed Federal Reserve. oard Form U-1 -B Transfer of Ownership. of Permit any pledge any ownership interest in the Borrower, or any sale or other transfer of any ownership interest in the Borrower in excess of twenty-five percent (25%) in the aggregate. Enter into any agreement containing any provision which would be violated or breached by the Conflicting Agreements. performance of the Borrower's obligations under this agreement or any of the other Related Documents, Enter into any agreement with any person other than the Lender which prohibits Limitation on Negative Pledge Clauses. or limits the ability of the Borrower or any of its subsidiaries to create or permit to exist any lien on any of its property, assets or revenues, whether now owned or hereafter acquired.

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ULT.Th1sagreement is execute: in conjunction with one ormore extensions of credit included ade more complete statement of the terms and and evidenced by or more Notes to which reference is hereby m fora one conditions under which each is to be repaid. The terms and conditions providing for events that constitute a default under each Note are incorporated herein by this reference with the same effect as if set forth at length and any breach thereof is a default under this agreement ("Event of Default")

VE A

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WAY RELATED TO THIS DOCUMENT, THE RELATED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN OR AMONGTHE UNDERSIGNED AND LENDER WHETHER ANY SUCH RIGHT NOW OR HEREAFTER EXISTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING EVIDENCED BY THIS DOCUMENT AND THE RELATED DOCUMENTS. MISCELLANEOUS PROVISIONS.

for

agreements, mortgages, deeds of trust, pledge agements, a executed in connection with this agreement or in connection persons or entities other than the Borrower.
1enue.

in its tic or states identified in governing law provision of the Notes, as the Lcndcr sole any

Borrower , agrees that (I) this agreement shall be governed by and construed in accordance

,oay state or federal court locaiedin the state unheated in Leridei s address stated herein, .s YE0 may elect; and (Au) y.cIaini that the state selected by Lender is not a convenient forum
any such suit, OCtiun or proceeding is waived by Borrower,

on legal acti or proceednig:with respect to any of the obligations of Borrower under this

Assignments. The Borrower agrees that the Lender may provide any, information or kitowledcLender may have. to JPI\mur&nn Chase & Co., or any about the Borrower or about any matter relating to the Notes or the Related Documents or of its subsidiaries affiliates or their successors, or to any one or more purchasers or potential purchasers of the Notes or assign or transfer or more interests one ed Documents. the ReDocuments. The Borrower agrees that the Lender may at any time or paiiicipatiuns in all or any part of its rights and obligations in the Notes to one or more purchasers whether or not related to the Lender.

of

139011026121

Amendments. amendment to this agreement shall be binding on Lender unless agreed to by Lender in No writing. Notice. Any notices related to this agreement shall be in and delivered to the intended party at its writing addressstaled herein, delivered either: (a) by hand, (b) by nationally recognized overnight courier service, or (e) by certified mail, a and requested shalt be deemed given: (a) upon receipt if delivered by band, (b) on the postage prepaid, with return receipt day after deposit with a nationally recognized courier service, or c) on the third day after the notice is deposited in the mail. Any party may change its address for purposes of the receipt of ncitices.by giving notice of such change in the manner provided in this provision or ing any Note.

Captions. Section headings are for convenience of reference only and do not affect the interpretation of this agreement. This Successors and Assigns. agreement is binding on and mores to the benefit of the Borrower and the Lender and their ve respecti succers and assigns, except Borrower shall have no right to transfer or assign any of its rights or interests sso without the prior written consent of the Lender. [The remainder of the page is blank - signatures appear on the next page.)

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THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. to has The Borrower acknowledges that it had the opportunity read all the provisions of this agreement and to regardinj terms of this agreement and agrees to its terms. be advised by counsel THIS BUSINESS LOAN AGREEMENT IS EFFECTIVE December 16,2011. BORROWER

Davis Shapiro Lewit & Hayes, LLP

DI

Date:

Date:

LENDER: JPMorgirn Chase Bank, NA By: Authorized Signer -

139011026121

AUTHORIZATION AGREEMENT FOR AUTOMATIC DEBIT


Customer's Loan Number: 00450744355001

I (we) hereby authorize JPMorgan Chase Bank, NA, hereinafter called CHASE, to initiate debit entries to the deposit acc indicated below at the depository named below, hereinafter called DEPOSITORY, and to obtain funds from the DEPOSITORY for credit to my Chase loan identified above. Loan Type: Business Line of Credit Installment Loan U O Line of Credit Other:.______________________ X VLS Stated Maty, Non-Rev Savings Account (Check One)

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Please complete the following: X Checking Account Deposit Account Number: 889822458 Customer's Depository Institution: Routing Transit Number: 021000021 (please attach a voided check) Beginning Date: __J...._J_

be (This request must received by CHASE 10 days prior to the requested beginning date. If not, the automatic payments w begin in the following month or quarter.)

This authority is to remain in full force and effect until CHASE and DEPOSITORY have received written notification from m (or either of us) of its termination in such manner as to afford CHASE and DEPOSITORY a reasonable opportunity to ac it. CHASE reserves the right to reverse any credits made to the Chase loan account if the debit entry is returned by the DEPOSITORY (eg. NSF). If the payment request is not honored by the DEPOSITORY, I (we) will be responsible for any fees and/or additional interest on the loan. Davis Shapiro Lewit & Hayes, LLP

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT


State of California County of On JN0 r M-0totl DajiT

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personally appeared

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who proved to me on the basis of 0factory evidence to be the porson(whoso wrni(U8utJscribod to the to me that within Instrument and ackhdg the same Wjer/thelriuthorized flsheAiierecutod tipacity(Iand that,by()/her/IhIr sljnuiurem the insirument the person or the entity upon behalf of which the person acted, executed the instrument.

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I certify under PENALTY OF PERJURY under the laws of the Stateof California that the foregoing paragraph is true and correct. WITNESS my hand

Pc Notary SOBI Above

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Signor(s) Other Than Named Above:

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