COMBINED SECRETARY'S CERTIFICATE OF SUBSIDIARY GUARANTORS

COMBINED SECRETARY'S CERTIFICATE OF SUBSIDIARY GUARANTORS
Dated as of September 29, 2023
Delivered in connection with that certain Mezzanine Credit Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation, as Borrower, Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, as Mezzanine Lender, and the guarantors party thereto from time to time
RECITALS
This Combined Secretary's Certificate (this "Certificate") is delivered in connection with (a) the Mezzanine Credit Agreement, (b) that certain Mezzanine Guaranty Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Guaranty Agreement"), made by the Subsidiary Guarantors (as defined below) in favor of Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender"), and (c) that certain Mezzanine Pledge and Security Agreement, dated as of September 14, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Pledge and Security Agreement"), made by Stonefield Logistics Group Inc. and the Subsidiary Guarantors in favor of the Mezzanine Lender. This Certificate is delivered pursuant to Section 4.01(f) of the Mezzanine Credit Agreement as a condition precedent to the initial funding of the mezzanine term loan facility contemplated thereunder. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Mezzanine Credit Agreement.
I. INTRODUCTION AND IDENTIFICATION OF SUBSIDIARY GUARANTORS
The undersigned, Robert D. Nagamine, in his capacity as Secretary or authorized representative (as applicable) of each of the entities listed below, hereby certifies, on behalf of each such entity and not in his individual capacity, to the Mezzanine Lender as follows:
This Certificate is delivered by the undersigned on behalf of each of the following wholly-owned subsidiaries of Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), each of which is a guarantor under the Mezzanine Guaranty Agreement and a grantor under the Mezzanine Pledge and Security Agreement (each individually, a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"):
(a) Stonefield Intermodal Services, Inc. ("SIS"), a corporation duly organized and existing under the laws of the State of Texas;
(b) Stonefield Fleet Management, LLC ("SFM"), a limited liability company duly organized and existing under the laws of the State of Texas; and
(c) Stonefield Freight Brokerage, Inc. ("SFB"), a corporation duly organized and existing under the laws of the State of Delaware.
Each Subsidiary Guarantor is a direct or indirect wholly-owned subsidiary of the Borrower. Each Subsidiary Guarantor is a party to the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement. The undersigned is the duly elected and acting Secretary or duly authorized representative of each Subsidiary Guarantor and is authorized to deliver this Certificate on behalf of each Subsidiary Guarantor.
The undersigned makes each of the certifications set forth in this Certificate based upon his personal knowledge and after due inquiry and investigation, and the undersigned understands that the Mezzanine Lender is relying on the accuracy and completeness of the certifications contained herein in connection with the funding of the mezzanine term loan facility under the Mezzanine Credit Agreement.
II. CERTIFICATIONS REGARDING STONEFIELD INTERMODAL SERVICES, INC.
A. Organization and Good Standing
The undersigned hereby certifies that Stonefield Intermodal Services, Inc. ("SIS") is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Texas. SIS was incorporated in the State of Texas and has at all times since its incorporation maintained its corporate existence and good standing under the laws of that state. The federal employer identification number ("EIN") of SIS is 75-6849321. SIS is a Texas corporation and is a direct, wholly-owned subsidiary of Stonefield Logistics Group Inc. SIS has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
B. Organizational Documents
The undersigned hereby certifies that:
(i) Attached hereto as Exhibit A-1 is a true, complete, and correct copy of the Certificate of Formation (Articles of Incorporation) of Stonefield Intermodal Services, Inc. as filed with the Secretary of State of the State of Texas and as currently in effect as of the date hereof. Such Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit A-1, and no action has been taken by SIS or any other person to amend, restate, supplement, or otherwise modify the same.
(ii) Attached hereto as Exhibit A-2 is a true, complete, and correct copy of the Bylaws of Stonefield Intermodal Services, Inc. as currently in effect as of the date hereof. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit A-2, and no action has been taken by SIS or any other person to amend, restate, supplement, or otherwise modify the same.
C. Authorizing Resolutions
The undersigned hereby certifies that attached hereto as Exhibit A-3 is a true, complete, and correct copy of the resolutions (the "SIS Board Resolutions") of the Board of Directors of Stonefield Intermodal Services, Inc. duly adopted by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, in accordance with the Certificate of Formation and Bylaws of SIS and the Texas Business Organizations Code. The SIS Board Resolutions authorize, among other things:
(a) the execution, delivery, and performance by SIS of the Mezzanine Guaranty Agreement and all of SIS's obligations thereunder;
(b) the execution, delivery, and performance by SIS of the Mezzanine Pledge and Security Agreement and all of SIS's obligations thereunder, including, without limitation, the granting of a second-priority security interest in and lien upon substantially all of the assets of SIS in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, to secure the obligations of the Borrower under the Mezzanine Credit Agreement and the obligations of SIS under the Mezzanine Guaranty Agreement;
(c) the granting of a second-priority security interest in substantially all assets of SIS (including, without limitation, accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and proceeds of the foregoing) in favor of Ridgeline Mezzanine Capital Fund III, LP, subject in each case to the first-priority liens granted under the Senior Credit Agreement; and
(d) the authorization of the officers of SIS, including but not limited to the President, any Vice President, the Secretary, and the Treasurer of SIS, acting alone or together, to execute and deliver all documents, instruments, agreements, certificates, and other writings, and to take all such further actions, as any such officer may deem necessary, appropriate, or desirable in connection with the foregoing, including the execution and delivery of this Certificate.
The undersigned further certifies that the SIS Board Resolutions have not been rescinded, amended, modified, supplemented, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors (or any committee thereof) or the shareholders of SIS that would conflict with, supersede, or in any way limit or modify the authority granted under the SIS Board Resolutions.
D. Incumbency.  The undersigned hereby certifies that attached hereto as Exhibit A-4 is the incumbency certificate for Stonefield Intermodal Services, Inc., setting forth the name, title, and true and genuine specimen signature of each officer of SIS authorized to execute and deliver the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and any other agreements, documents, instruments, or certificates required to be executed and delivered by SIS in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby. Each such officer holds the office set forth opposite his or her name as of the date hereof and held such office at the time of execution of each of the foregoing documents. The specimen signatures set forth in Exhibit A-4 are the true and genuine signatures of each such officer.
III. CERTIFICATIONS REGARDING STONEFIELD FLEET MANAGEMENT, LLC
A. Organization and Good Standing
The undersigned hereby certifies that Stonefield Fleet Management, LLC ("SFM") is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas. SFM was formed in the State of Texas and has at all times since its formation maintained its existence and good standing under the laws of that state. The federal employer identification number ("EIN") of SFM is 75-6912488. SFM is a Texas limited liability company and is a direct, wholly-owned subsidiary of Stonefield Logistics Group Inc., which is the sole member of SFM. SFM has the limited liability company power and authority to own or lease its properties and to conduct its business as currently conducted, and is duly qualified to do business as a foreign limited liability company in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
B. Organizational Documents
The undersigned hereby certifies that:
(i) Attached hereto as Exhibit B-1 is a true, complete, and correct copy of the Certificate of Formation of Stonefield Fleet Management, LLC as filed with the Secretary of State of the State of Texas and as currently in effect as of the date hereof. Such Certificate of Formation has not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit B-1, and no action has been taken by SFM, its sole member, or any other person to amend, restate, supplement, or otherwise modify the same.
(ii) Attached hereto as Exhibit B-2 is a true, complete, and correct copy of the Limited Liability Company Agreement (Operating Agreement) of Stonefield Fleet Management, LLC as currently in effect as of the date hereof. Such Limited Liability Company Agreement has not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit B-2, and no action has been taken by SFM, its sole member, or any other person to amend, restate, supplement, or otherwise modify the same.
C. Authorizing Resolutions
The undersigned hereby certifies that attached hereto as Exhibit B-3 is a true, complete, and correct copy of the written consent (the "SFM Member Consent") of Stonefield Logistics Group Inc., as sole member of Stonefield Fleet Management, LLC, duly adopted effective as of September 12, 2023, in accordance with the Certificate of Formation and Limited Liability Company Agreement of SFM and the Texas Business Organizations Code. Because SFM is a manager-managed limited liability company with Stonefield Logistics Group Inc. serving as its sole member, the SFM Member Consent constitutes all necessary organizational action on the part of SFM to authorize the actions described therein. The SFM Member Consent authorizes, among other things:
(a) the execution, delivery, and performance by SFM of the Mezzanine Guaranty Agreement and all of SFM's obligations thereunder;
(b) the execution, delivery, and performance by SFM of the Mezzanine Pledge and Security Agreement and all of SFM's obligations thereunder, including, without limitation, the granting of a second-priority security interest in and lien upon substantially all of the assets of SFM in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, to secure the obligations of the Borrower under the Mezzanine Credit Agreement and the obligations of SFM under the Mezzanine Guaranty Agreement;
(c) the granting of a second-priority security interest in substantially all assets of SFM (including, without limitation, accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and proceeds of the foregoing) in favor of Ridgeline Mezzanine Capital Fund III, LP, subject in each case to the first-priority liens granted under the Senior Credit Agreement; and
(d) the authorization of the officers and authorized persons of SFM, including but not limited to the President, any Vice President, the Secretary, and any authorized signatory designated by the sole member, acting alone or together, to execute and deliver all documents, instruments, agreements, certificates, and other writings, and to take all such further actions, as any such authorized person may deem necessary, appropriate, or desirable in connection with the foregoing, including the execution and delivery of this Certificate.
The undersigned further certifies that the SFM Member Consent has not been rescinded, amended, modified, supplemented, or revoked in any respect and remains in full force and effect as of the date hereof. No other resolutions or consents have been adopted by the sole member of SFM (or by any manager or committee thereof) that would conflict with, supersede, or in any way limit or modify the authority granted under the SFM Member Consent.
D. Incumbency.  The undersigned hereby certifies that attached hereto as Exhibit B-4 is the incumbency certificate for Stonefield Fleet Management, LLC, setting forth the name, title, and true and genuine specimen signature of each authorized person of SFM authorized to execute and deliver the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and any other agreements, documents, instruments, or certificates required to be executed and delivered by SFM in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby. Each such authorized person holds the office or position set forth opposite his or her name as of the date hereof and held such office or position at the time of execution of each of the foregoing documents. The specimen signatures set forth in Exhibit B-4 are the true and genuine signatures of each such authorized person.
IV. CERTIFICATIONS REGARDING STONEFIELD FREIGHT BROKERAGE, INC.
A. Organization and Good Standing
The undersigned hereby certifies that Stonefield Freight Brokerage, Inc. ("SFB") is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. SFB was incorporated in the State of Delaware and has at all times since its incorporation maintained its corporate existence and good standing under the laws of that state. The federal employer identification number ("EIN") of SFB is 84-3306715. SFB is a Delaware corporation and is a direct, wholly-owned subsidiary of Stonefield Logistics Group Inc. SFB has the corporate power and authority to own or lease its properties and to conduct its business as currently conducted, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
B. Organizational Documents
The undersigned hereby certifies that:
(i) Attached hereto as Exhibit C-1 is a true, complete, and correct copy of the Certificate of Incorporation of Stonefield Freight Brokerage, Inc. as filed with the Secretary of State of the State of Delaware and as currently in effect as of the date hereof. Such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit C-1, and no action has been taken by SFB or any other person to amend, restate, supplement, or otherwise modify the same.
(ii) Attached hereto as Exhibit C-2 is a true, complete, and correct copy of the Bylaws of Stonefield Freight Brokerage, Inc. as currently in effect as of the date hereof. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of the copy attached as Exhibit C-2, and no action has been taken by SFB or any other person to amend, restate, supplement, or otherwise modify the same.
C. Authorizing Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C-3 is a true, complete, and correct copy of the resolutions (the "SFB Board Resolutions") of the Board of Directors of Stonefield Freight Brokerage, Inc. duly adopted by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, in accordance with the Certificate of Incorporation and Bylaws of SFB and the General Corporation Law of the State of Delaware. The SFB Board Resolutions authorize, among other things:
(a) the execution, delivery, and performance by SFB of the Mezzanine Guaranty Agreement and all of SFB's obligations thereunder;
(b) the execution, delivery, and performance by SFB of the Mezzanine Pledge and Security Agreement and all of SFB's obligations thereunder, including, without limitation, the granting of a second-priority security interest in and lien upon substantially all of the assets of SFB in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, to secure the obligations of the Borrower under the Mezzanine Credit Agreement and the obligations of SFB under the Mezzanine Guaranty Agreement;
(c) the granting of a second-priority security interest in substantially all assets of SFB (including, without limitation, accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and proceeds of the foregoing) in favor of Ridgeline Mezzanine Capital Fund III, LP, subject in each case to the first-priority liens granted under the Senior Credit Agreement; and
(d) the authorization of the officers of SFB, including but not limited to the President, any Vice President, the Secretary, and the Treasurer of SFB, acting alone or together, to execute and deliver all documents, instruments, agreements, certificates, and other writings, and to take all such further actions, as any such officer may deem necessary, appropriate, or desirable in connection with the foregoing, including the execution and delivery of this Certificate.
The undersigned further certifies that the SFB Board Resolutions have not been rescinded, amended, modified, supplemented, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors (or any committee thereof) or the stockholders of SFB that would conflict with, supersede, or in any way limit or modify the authority granted under the SFB Board Resolutions.
D. Incumbency.  The undersigned hereby certifies that attached hereto as Exhibit C-4 is the incumbency certificate for Stonefield Freight Brokerage, Inc., setting forth the name, title, and true and genuine specimen signature of each officer of SFB authorized to execute and deliver the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and any other agreements, documents, instruments, or certificates required to be executed and delivered by SFB in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby. Each such officer holds the office set forth opposite his or her name as of the date hereof and held such office at the time of execution of each of the foregoing documents. The specimen signatures set forth in Exhibit C-4 are the true and genuine signatures of each such officer.
V. GENERAL CERTIFICATIONS APPLICABLE TO ALL SUBSIDIARY GUARANTORS
In addition to the specific certifications set forth in Articles II, III, and IV above, the undersigned hereby further certifies, with respect to each of the Subsidiary Guarantors, as follows:
1.  Organizational Documents in Full Force and Effect. The organizational documents of each Subsidiary Guarantor that are attached to this Certificate as exhibits (including the Certificates of Formation, Certificate of Incorporation, Bylaws, and Limited Liability Company Agreement, as applicable) are each in full force and effect as of the date hereof and have not been further amended, restated, supplemented, or otherwise modified since the date of the respective copies attached hereto. No proceedings or actions have been taken or are contemplated to amend, restate, supplement, or otherwise modify any such organizational document.
2.  Authorizing Resolutions and Consents. The authorizing resolutions and written consents attached hereto as Exhibits A-3, B-3, and C-3 (collectively, the "Authorizing Actions") are the only resolutions or consents adopted by the Board of Directors or the sole member, as applicable, of each respective Subsidiary Guarantor relating to the matters described therein. No other resolutions, consents, or authorizations have been adopted by any governing body of any Subsidiary Guarantor that would conflict with, supersede, limit, or otherwise modify the authority granted under the Authorizing Actions. The Authorizing Actions remain in full force and effect and have not been rescinded, amended, modified, supplemented, or revoked in any respect.
3.  No Dissolution, Liquidation, or Termination Proceedings. No proceedings have been instituted, are pending, or are contemplated for the dissolution, liquidation, winding up, or termination of any Subsidiary Guarantor. No order, judgment, or decree has been entered by any court or governmental authority directing or requiring the dissolution, liquidation, or winding up of any Subsidiary Guarantor. No Subsidiary Guarantor has taken any action to initiate or authorize any such proceeding.
4.  Good Standing and Qualification. Each Subsidiary Guarantor is in good standing under the laws of its respective jurisdiction of organization (the State of Texas with respect to Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC, and the State of Delaware with respect to Stonefield Freight Brokerage, Inc.) and is duly qualified to do business and is in good standing as a foreign corporation or foreign limited liability company, as applicable, in each other jurisdiction where the nature of its business, the character of the properties it owns, leases, or operates, or the transactions in which it engages requires such qualification, except where the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.  No Conflict. The execution, delivery, and performance by each Subsidiary Guarantor of the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement, and the consummation of the transactions contemplated thereby, do not and will not (a) violate or conflict with the organizational documents of such Subsidiary Guarantor, (b) violate or conflict with any Authorizing Action, or (c) to the knowledge of the undersigned, violate any applicable law, rule, regulation, or order applicable to such Subsidiary Guarantor.
VI. EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Combined Secretary's Certificate as of September 29, 2023, and certifies under penalty of perjury that the foregoing certifications are true, complete, and correct in all material respects.
________________________________________
Robert D. Nagamine
In his capacity as: Secretary of Stonefield Intermodal Services, Inc.; Authorized Representative of Stonefield Fleet Management, LLC; and Secretary of Stonefield Freight Brokerage, Inc.
Date: September 29, 2023
VII. COUNTER-CERTIFICATION
The undersigned, Marcus W. Ellison, in his capacity as President of Stonefield Intermodal Services, Inc., Manager and President of Stonefield Fleet Management, LLC, and a director of Stonefield Freight Brokerage, Inc., hereby confirms and certifies to Ridgeline Mezzanine Capital Fund III, LP that:
(a) Robert D. Nagamine is the duly elected and acting Secretary of Stonefield Intermodal Services, Inc. and Stonefield Freight Brokerage, Inc. and the duly appointed authorized representative of Stonefield Fleet Management, LLC;
(b) Mr. Nagamine held each such position at the time of the execution and delivery of the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and this Certificate, and continues to hold each such position as of the date hereof;
(c) the signature appearing on this Certificate above the name of Robert D. Nagamine is his true and genuine signature; and
(d) Mr. Nagamine is authorized to deliver this Certificate on behalf of each of the Subsidiary Guarantors in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.
________________________________________
Marcus W. Ellison
Title: President of Stonefield Intermodal Services, Inc.;
Manager and President of Stonefield Fleet Management, LLC; and Director of Stonefield Freight Brokerage, Inc.
Date: September 29, 2023
EXHIBIT SCHEDULE
The following exhibits are attached to and form a part of this Combined Secretary's Certificate. Each exhibit referenced herein is incorporated herein by reference as though fully set forth at length.
Exhibits for Stonefield Intermodal Services, Inc.
Exhibit A-1: Certificate of Formation (Articles of Incorporation) of Stonefield Intermodal Services, Inc., as filed with the Secretary of State of the State of Texas and as currently in effect.
Exhibit A-2: Bylaws of Stonefield Intermodal Services, Inc., as currently in effect.
Exhibit A-3: Resolutions of the Board of Directors of Stonefield Intermodal Services, Inc., adopted by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, authorizing, among other things, the execution, delivery, and performance of the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement.
Exhibit A-4: Incumbency Certificate of Stonefield Intermodal Services, Inc., setting forth the name, title, and specimen signature of each officer authorized to execute and deliver documents in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.
Exhibits for Stonefield Fleet Management, LLC
Exhibit B-1: Certificate of Formation of Stonefield Fleet Management, LLC, as filed with the Secretary of State of the State of Texas and as currently in effect.
Exhibit B-2: Limited Liability Company Agreement (Operating Agreement) of Stonefield Fleet Management, LLC, as currently in effect.
Exhibit B-3: Written Consent of Sole Member (Stonefield Logistics Group Inc.) of Stonefield Fleet Management, LLC, effective as of September 12, 2023, authorizing, among other things, the execution, delivery, and performance of the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement.
Exhibit B-4: Incumbency Certificate of Stonefield Fleet Management, LLC, setting forth the name, title, and specimen signature of each authorized person authorized to execute and deliver documents in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.
Exhibits for Stonefield Freight Brokerage, Inc.
Exhibit C-1: Certificate of Incorporation of Stonefield Freight Brokerage, Inc., as filed with the Secretary of State of the State of Delaware and as currently in effect.
Exhibit C-2: Bylaws of Stonefield Freight Brokerage, Inc., as currently in effect.
Exhibit C-3: Resolutions of the Board of Directors of Stonefield Freight Brokerage, Inc., adopted by unanimous written consent in lieu of a meeting, effective as of September 12, 2023, authorizing, among other things, the execution, delivery, and performance of the Mezzanine Guaranty Agreement and the Mezzanine Pledge and Security Agreement.
Exhibit C-4: Incumbency Certificate of Stonefield Freight Brokerage, Inc., setting forth the name, title, and specimen signature of each officer authorized to execute and deliver documents in connection with the Mezzanine Credit Agreement and the transactions contemplated thereby.
[Exhibits A-1 through A-4, B-1 through B-4, and C-1 through C-4 follow this page.]
Name | Title | Signature
Marcus W. Ellison | President | ________
Robert D. Nagamine | Secretary and Treasurer | ________
Name | Title | Signature
Marcus W. Ellison | Manager and President | ________
Robert D. Nagamine | Secretary | ________
Name | Title | Signature
Janet R. Prescott | President | ________
Robert D. Nagamine | Secretary and Treasurer | ________