FORBEARANCE AGREEMENT


 


THIS FORBEARANCE AGREEMENT
is dated as of the 10th day of April 2013 (the “Effective Date”), by and among KIT DIGITAL,
INC., a Delaware corporation (the “Borrower”), and VENTURE LENDING & LEASING V, INC. (“VLL5”)
and VENTURE LENDING & LEASING VI, INC. (“VLL6”), each a Maryland corporation (each individually,
a “Lender” and collectively, the “Lenders”).


 


RECITALS


 


A. Borrower and VLL5
entered into that certain Loan and Security Agreement, dated as of April 15, 2010 (as the same has been and may be amended, restated,
supplemented or modified from time to time, the “VLL5 Loan Agreement”), pursuant to which VLL5 made secured
term loans to Borrower. Borrower and VLL6 entered into that certain Loan and Security Agreement, dated as of May 16, 2011 (as the
same has been and may be amended, restated, supplemented or modified from time to time, the “VLL6 Loan Agreement”),
pursuant to which VLL6 made a secured term loan to Borrower. The VLL5 Loan Agreement and the VLL6 Loan Agreement each are referred
to herein, individually, as a “Loan Agreement” and collectively, as the “Loan Agreements.”
The terms defined in each Loan Agreement and its related Loan Documents are hereby incorporated by reference into this Agreement.


 


B. Events of Default
have occurred under each Loan Agreement as a result of (i) the matter described in Borrower’s November 21, 2012 8-K filing
and (ii) Borrower’s failure to have timely made to each Lender the payments due on April 1, 2013 under each Loan Agreement.


 


C. At the request of
Borrower, each Lender is willing to forbear from the further exercise of its rights and remedies under its Loan Agreement and its
other Loan Documents for a time, subject to and in accordance with the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


ARTICLE 1


 


RECITALS AND DEFINITIONS


 


SECTION 1.1 Adoption
of Recitals. The foregoing Recitals are hereby adopted and made a part hereof. Borrower represents and warrants that the Recitals
are true and accurate.


 


SECTION 1.2 Definitions:
Controlling Document. In addition to the terms defined in each Loan Agreement, the following terms shall have the following
meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
In the event of an inconsistency or conflict between the provisions of the Loan Documents and this Agreement, this Agreement shall
control.


 


“Agreement”
means this Forbearance Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereto.


 


“Borrower
Releasors” has the meaning set forth in Section 2.4(a) hereof.


 


“Designated
Defaults” has the meaning set forth in Section 2.2(a) hereof.


 


“Effective
Date” has the meaning set forth in the introductory paragraph hereto.


 


“Forbearance
Period” has the meaning set forth in Section 4.1 hereof.


 






    	 



    	 



    

 


“Insolvency
Proceeding” has the meaning set forth in Section 6.1(a) hereof.


 


“Lender”
has the meaning set forth in the introductory paragraph hereto.


 


“Lender
Releasees” has the meaning set forth in Section 2.4(a) hereof.


 


“Loan Agreement”
has the meaning set forth in the Recitals.


 


“Released
Claims” has the meaning set forth in Section 2.4(a) hereof.


 


ARTICLE 2


 


ACKNOWLEDGMENT OF DEBT, RELEASE
OF CLAIMS


 


SECTION 2.1 Reaffirmation
of Loan Documents. Borrower hereby acknowledges and agrees that all terms, conditions and provisions of the Loan Agreements
and the other applicable Loan Documents continue in full force and effect and remain unaffected and unchanged, except as expressly
modified hereby. Except as expressly set forth herein, this Agreement is not intended to and shall not be construed to create or
constitute a modification of the terms and conditions of the outstanding Loans advanced to Borrower pursuant to a Loan Agreement
or a release or relinquishment of, and shall not affect, the liens, security interests and rights thereunder, all of which are
hereby ratified, confirmed, renewed and extended in all respects. Borrower reaffirms to Lender each of the covenants and agreements
of Borrower set forth in the Loan Agreements and the other applicable Loan Documents remain in full force and effect.


 


SECTION 2.2 Acknowledgments.


 


(a) Events of Default.
Borrower acknowledges that: (i) as of November 21, 2012, an Event of Default has occurred and is continuing under each Loan Agreement
as a result of the restatement of Borrower’s financial statements for the periods described in the 8-K report Borrower filed
on November 21, 2012; and (ii) as of April 5, 2012, an Event of Default has occurred and is continuing under each Loan Agreement
as a result of Borrower’s failure to have timely made to each Lender the payments due on April 1, 2013 under each Loan Agreement
(collectively, the “Designated Defaults”). Borrower acknowledges that such Events of Default exist as
of the Effective Date under each Loan Agreement and the other Loan Documents, without any requirement for any further notice, grace
or cure period.


 


(b) Interest Rate.
Borrower hereby acknowledges and agrees that as of the Effective Date interest on the Loans shall continue to accrue at the Designated
Rate (as defined in the applicable Loan Agreement and the other Loan Documents), notwithstanding the Designated Defaults have occurred
and are continuing. Borrower acknowledges that upon the termination of the Forbearance Period interest at the Default Rate shall
accrue on the unpaid amount of any principal, interest or Final Payment then due under the applicable Loan Documents until such
Obligations have been indefeasibly satisfied in full; provided, however, that nothing herein shall release or waive
Borrower’s obligation to continue paying all outstanding principal and unpaid interest accrued on the Loans on the first
(1st) day of each calendar month during the term of the Loans in accordance with the terms set forth in the Loan Agreements.


 


(c) Collateral.
Borrower acknowledges that all of the Collateral secures and shall continue to secure the Loans with valid first priority liens
and security interests (subject to Permitted Liens) and Borrower has taken no action which would cause the interruption, cessation
or other lapse of the aforesaid security interests in the Collateral for the Loans or loss of priority.


 


SECTION 2.3 No Defenses
or Claims. Borrower acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action,
rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims
or defenses, arising out of the Loans advanced to Borrower by each Lender pursuant to the applicable Loan Agreement, the other
Loan Documents, or the Collateral, or any past relationship between or among Borrower, each Lender or any of their respective past,
present and/or future parent, subsidiary and affiliated entities and, with respect to each of the foregoing, their respective past
and present officers, directors, shareholders, partners, limited partners, members, representatives, principals, owners, affiliates,
attorneys, accountants, agents and employees, and their successors, heirs and assigns and each of them, that can be asserted either
to reduce or eliminate all or any part of Borrower’s liability for the Loans or to seek affirmative relief or damages of
any kind or nature from each Lender. Borrower further acknowledges that to the extent that any such claim should exist, including,
without limitation, any usury or lender liability claim, it is being fully, finally and irrevocably released by Borrower as provided
in this Section 2.3 and Section 2.4 of this Agreement.


 






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SECTION 2.4 General
Release of Claims.


 


(a) Effective on the
execution of this Agreement, Borrower, on its own behalf and on behalf of each of its respective past, present and future predecessors,
successors, subsidiaries, parent entities, assigns, shareholders, partners, members, owners, other principals, affiliates, managers,
and, with respect to Borrower and each of the other foregoing entities and individuals, each of their respective predecessors,
successors, assigns, and past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees,
officers, directors, attorneys, agents, other representatives, insurers and any other individuals and entities claiming or acting
by, through, under or in concert with each such entity or individual (the “Borrower Releasors”), hereby
fully and forever release, relinquish, discharge and acquit each Lender and its past, present and future predecessors, successors,
subsidiaries, parent entities, assigns, participants, shareholders, partners, members, owners, other principals, affiliates, managers,
and, with respect to each of the foregoing entities and individuals, each of their respective predecessors, successors, assigns,
participants and past and present shareholders, partners, members, owners, other principals, affiliates, managers, employees, officers,
directors, attorneys, agents, other representatives, insurers and any other individuals and/or entities claiming or acting by,
through, under or in concert with each such entity or individual (the “Lender Releasees”), of and from
and against any and all claims, demands, obligations, duties, liabilities, damages, expenses, claims of offset, indebtedness, debts,
breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts,
compensation, contracts, controversies, promises, damages, costs, losses and remedies therefor, choses in action, rights of indemnity
or liability of any type, kind, nature, description or character whatsoever, arising, directly or indirectly, that may have arisen
prior to the Effective Date in any manner from and/or out of (i) the Loan(s) made pursuant to the applicable Loan Agreement,
the other Loan Documents and/or the Collateral, (ii) each Lender’s acts, statements, conduct, representations and omissions
made in connection therewith, including, without limitation, the terms and conditions of this Agreement, or (iii) any fact,
matter, transaction or event relating thereto, whether known or unknown, suspected or unsuspected, whether now existing or hereafter
arising, which could, might or may be claimed to exist, whether liquidated or unliquidated, each though fully set forth herein
at length (the “Released Claims”); provided, however, that the foregoing release shall not apply
to any obligations, covenants or agreements of any of the released parties which arise under this Agreement.


 


(b) Borrower Releasors
hereby waive the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or
suspect to exist at the time of release, which, if known, would have materially affected the decision to agree to these releases.
In this connection, Borrower Releasors hereby agree, represent and warrant to each Lender that they realize and acknowledge that
factual matters now unknown may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Borrower Releasors further
agree, represent and warrant that the releases provided herein have been negotiated and agreed upon in light of that realization
and that Borrower Releasors nevertheless hereby intend to release, discharge and acquit the parties set forth hereinabove from
any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any
manner set forth in or related to the Loan(s) made pursuant to the applicable Loan Agreement and all dealings in connection therewith.


 


(c) Borrower Releasors
hereby acknowledge that they have not relied upon any representation of any kind made by either Lender in making the foregoing
release.


 






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(d) Borrower Releasors
represent and warrant to each Lender that they have not heretofore assigned or transferred, or purported to assign or to transfer,
to any person or entity any matter released by such party hereunder or any portion thereof or interest therein, and Borrower Releasors
agree to indemnify, protect, defend and hold each of the Lender Releasees harmless from and against any and all claims based on
or arising out of any such assignment or transfer or purported assignment or transfer by such party.


 


SECTION 2.5 This
Agreement Not to Supersede Loan Agreements or the other Loan Documents. Except as set forth herein, this Agreement does not
supersede the Loan Agreements and the other Loans Documents. The applicable Loan Documents shall continue to govern the applicable
Loans until such time as Lenders and Borrower agree (if at all) to enter into other documents governing such indebtedness and other
obligations. This Agreement does not waive, alter or modify each Lender’s rights under its Loan Documents or otherwise waive
or excuse any Defaults or Events of Default thereunder, except as provided for herein. This Agreement does not supersede, modify,
alter or amend any loan or other relationships between and among Borrower and each Lender, other than those specifically described
herein.


 


ARTICLE 3


 


REPRESENTATIONS AND WARRANTIES


 


To induce each Lender
to enter into this Agreement, Borrower makes the following representations and warranties as of the Effective Date:


 


SECTION 3.1 Power
and Authority. The execution, delivery and performance hereof by Borrower is not in contravention of law, or any indenture,
agreement or undertaking to which Borrower is a party to or by which Borrower is bound. No consent of any Person which has not
been obtained by Borrower is required under any contract, license, permit and approval or law binding on Borrower in connection
with the execution, delivery or performance of this Agreement.


 


SECTION 3.2 Valid
and Binding Obligations. The execution and delivery by Borrower of this Agreement and any other documents required hereunder
have been duly and properly made and authorized, and when executed and delivered by Borrower will constitute the legal, valid,
and binding obligations of Borrower enforceable in accordance with their respective terms.


 


SECTION 3.3 No Defenses.
Borrower’s obligations to each Lender under the applicable Loan Documents are valid and enforceable (except as may be limited
by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general
principals of equity) and Borrower has no defenses, offsets, counterclaims or other adverse claims of any kind whatsoever against
either Lender with respect to the indebtedness and obligations represented by such Lender’s Loan Documents, the Collateral
under the Loan Documents or any action or inaction of such Lender with respect thereto.


 


SECTION 3.4 No Default
Caused by Entry Into Agreement. The execution and delivery of this Agreement and the consummation of the transactions herein
contemplated will not violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding Borrower or
conflict with or constitute a default under or result in the creation or imposition of any lien pursuant to the terms of any indenture,
instrument or agreement to which Borrower is a signatory or otherwise bound.


 


SECTION 3.5 No Litigation.
There are no material actions, suits or proceedings at law or in equity by or before any governmental authority or person now pending
against or affecting the Collateral or Borrower, except as previously disclosed prior to the Effective Date in Borrower’s
SEC filings.


 


SECTION 3.6 No Bankruptcy
Filing. Borrower is not a debtor in any outstanding action or proceeding pursuant to any bankruptcy law.


 






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SECTION 3.7 No Further
Commitment for Additional Accommodations. Borrower expressly agrees and stipulates that, except as otherwise herein specifically
provided, Lenders have no obligation under the applicable Loan Documents, by law, by equity, by the existence of this Agreement,
or by any oral representation or communication of any sort from any Lender to refrain from exercising its rights under the Loan
Documents or under this Agreement, or to agree, either now or in the future, to any additional disbursements of sums under the
applicable Loan Documents, any further forbearances or extensions of time to pay the indebtedness, or provide any further accommodation
to Borrower under any circumstances whatsoever. Borrower acknowledges that as of the Effective Date, absent this Agreement, each
Lender has the full right and power to commence all remedies under the Loan Documents, including, without limitation, judicial
and non-judicial foreclosure, by reason of the Designated Defaults.


 


SECTION 3.9 Actions
by Governmental Authorities. There have been no actions taken by any governmental agency which may materially impair Borrower’s
ability to operate its business.


 


SECTION 3.9 Collateral.
There exists no lien, claim or encumbrance on any of the Collateral in which each Lender has been granted liens under the applicable
Loan Agreement, other than Lender’s security interest thereunder and Permitted Liens. No Person has any interest in any of
the collateral which is senior or subordinate to the security interest of Lenders therein, other than Permitted Liens.


 


ARTICLE
4


 


FORBEARANCE 


 


SECTION 4.1 Forbearance
Period. Each Lender agrees to forbear from exercising any of the rights or remedies provided for in the applicable Loan Agreement
or the other Loan Documents as a result of the Designated Defaults from the date hereof until 5:00 p.m. (Pacific Time) on April
23, 2013 (the “Forbearance Period”), subject to the conditions precedent in Section 5.1
and subject to the termination provisions of Section 4.2 below.


 


SECTION 4.2 Termination
of Forbearance. The Forbearance Period shall automatically terminate and this Agreement shall simultaneously terminate, without
further notice, act or instrument, upon the occurrence of any of the following events:


 


(a) Borrower repudiates,
or asserts a defense to, any obligation or liability under the applicable Loan Documents or this Agreement or makes or pursues
a claim against either Lender.


 


(b) any Default or Event
of Default occurs, other than the Designated Defaults.


 


(c) Borrower breaches
any of the covenants, agreements and obligations set forth in this Agreement.


 


SECTION 4.3 Effect
of Termination. Upon expiration or early termination of the Forbearance Period without waiver of the Designated Defaults, each
Lender shall have the immediate right, without further notice, demand or grace period, to commence and prosecute all of such Lender’s
rights and remedies arising with respect to the Designated Defaults, including, without limitation, judicial and non-judicial foreclosure
and the appointment of a receiver for Borrower or the Collateral.


 


ARTICLE 5


 


CONDITIONS TO FORBEARANCE


 


SECTION 5.1 Conditions
Precedent. The obligations of each Lender to forbear as set forth in Article 4 shall be subject to the following
conditions precedent:


 






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(a) The execution and
delivery of this Agreement by Borrower.


 


(b) Receipt by (i) VLL5
of cash interest and principal payments in the amount of $100,000 payable by wire transfer to an account designated by VLL5 and
(ii) VLL6 of cash interest and principal payments in the amount of $150,000 payable by wire transfer to an account designated by
VLL6, it being agreed and understood that the Lenders shall apply such amounts to the payment of interest and principal outstanding
in connection with the respective Loans, with such payments being made on account of and credited as
partial payment of the monthly installments that became due under the Loan Agreements on April 1, 2013 (the balance of the unpaid
amounts being deferred and payable as provided in Section 6.2 hereof).


 


(c) All representations
and warranties contained herein or otherwise made by Borrower to Lenders in connection herewith shall be true, correct and complete
as of the Effective Date.


 


(d) The absence of any
Default or Event of Default under the applicable Loan Documents, other than the Designated Defaults.


 


ARTICLE 6


 


BANKRUPTCY MATTERS


 


SECTION 6.1 Stipulations.


 


(a) In the event of a
voluntary petition for bankruptcy under any chapter of the Bankruptcy Code, or any other proceeding to liquidate, reorganize or
rehabilitate Borrower under any state or other federal law or under any law of any foreign jurisdiction (collectively, an “Insolvency
Proceeding”) by, against or involving Borrower, Borrower hereby agrees that Borrower shall not contest any claim
or assertion by each Lender that its Loans and other Obligations are binding between the parties, and that valuable consideration
has been received by Borrower for same.


 


(b) It is specifically
intended and agreed that all of the foregoing provisions shall be binding upon the debtor and debtor-in-possession in any such
future bankruptcy case (and upon each of the other signatories to this Agreement who may not be a debtor in such case). The parties
acknowledge the possibility that some or all of the foregoing provisions may not be enforceable as to, or binding upon, other creditors
of the debtor (including any official committee of creditors that may be appointed), but fully intend and desire that the bankruptcy
court respect the agreement of the parties hereto with respect to each and all of such provisions.


 


SECTION 6.2 Covenant.
As additional consideration for Lenders’ agreement to forbear from exercising its rights following
the Designated Defaults, Borrower agrees to use its commercially reasonable efforts to provide
in any DIP financing for the payment to each Lender of the remaining portion of the interest and principal payments
that were due on April 1, 2013 under each Loan Agreement, to diligently and promptly pursue bankruptcy
court approval of such payments, and upon the Borrower’s receipt of proceeds from a DIP financing, to make such payments,
provided that each of the foregoing shall be subject to court approval.


 


ARTICLE 7


 


MISCELLANEOUS


 


SECTION 7.1 No Waiver,
Cumulative Remedies. No failure or delay on the part of each Lender in exercising any right, power or remedy hereunder or under
the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or thereunder.
The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law or in equity. No waiver,
amendment or other variation of the terms, conditions or provisions of the Loan Documents shall be valid unless made in writing
and signed by Lender, and then only to the extent as specifically set forth in such writing.


 






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SECTION 7.2 Addresses
for Notices, Etc. All notices, requests, demands and other communications provided for hereunder shall be in writing and delivered
and deemed delivered pursuant to the terms of Section 9.2 of the Loan Agreements.


 


SECTION 7.3 Survival
of Representations and Warranties. All representations, warranties, covenants and agreements contained herein or made in writing
by Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents and be true
and correct until all of the obligations hereunder have been satisfied in full pursuant to this Agreement.


 


SECTION 7.4 Time
of the Essence. Time is of the essence of this Agreement and the other Loan Documents.


 


SECTION 7.5 Headings.
The headings in this Agreement are intended to be for convenience of reference only, and shall not define or limit the scope, extent
or intent or otherwise affect the meaning of any portion hereof.


 


SECTION 7.6 Further
Assurances. Borrower and Lenders shall, from time to time, execute such additional documents as reasonably may be requested
by the other parties or its or their counsel and take such other actions, to carry out and fulfill the intent and purpose of this
Agreement, including, without limitation, the perfection and first priority of each Lender’s security interests under the
applicable Loan Agreement, and the conveyance of the Collateral to Lenders in the event of the termination of the forbearance hereunder.
Borrower agrees to execute, acknowledge and deliver such documents as reasonably requested by Lenders for such purposes and otherwise
to cooperate in Lenders’ efforts in this regard.


 


SECTION 7.7 Construction;
Voluntary Agreement. This Agreement has been prepared and negotiated through the efforts of Lenders and Borrower. This Agreement
was drafted initially by counsel for Lenders solely as a matter of convenience to the parties, and shall not be construed or interpreted
for or against any of the parties on the grounds that it was so initially drafted. Accordingly, regardless of which party drafted
a particular Loan Document, or a particular clause of this Agreement, any construction of this Agreement or of the Loan Documents
shall be made without any reference whatsoever as to which party drafted or insisted upon said Loan Document or clause in this
Agreement.


 


SECTION 7.8 Entire
Agreement. The Loan Documents and this Agreement and the documents executed pursuant hereto, embody the entire agreement and
understanding between Borrower and Lenders and supersede all prior agreements and understandings between said parties relating
to the subject matter thereof.


 


SECTION 7.9 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Any party may execute this Agreement by facsimile signature or scanned signature
in PDF (or like) format, and any such facsimile signature or scanned signature, if identified, legible and complete, shall be deemed
an original signature and each of the parties is hereby authorized to rely thereon.


 


SECTION 7.10 Counsel.
Counsel for all parties have reviewed and advised their clients with respect to the terms and conditions of this Agreement and
the parties’ respective rights and remedies. Lenders and Borrower have thoroughly and carefully read this Agreement and the
releases contained herein, and have entered into this Agreement freely and voluntarily, without duress or coercion of any kind,
and as a well reasoned exercise of their respective business judgments.


 






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SECTION 7.11 Payment
of Lenders’ Costs and Expenses. Borrower shall pay all of Lenders’ reasonable and documented out-of-pocket costs
and expenses, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and costs, incurred
in connection with this Agreement and the matters contemplated hereby.


 


SECTION 7.12 Effectiveness.
This Agreement, together with all of its provisions, stipulations and representations, shall be effective as of the date it is
executed and delivered by all the parties hereto. Notwithstanding the foregoing, Lenders’ obligation to forbear shall be
limited to the express terms of this Agreement.


 


SECTION 7.13 No
Third Party Beneficiaries. This Agreement is solely between the parties hereto and no person not a party to this Agreement
shall have any rights or privileges hereunder.


 


SECTION 7.14 Governing
Law and Jurisdiction. Sections 9.12 and 9.13 of the Loan Agreements shall apply to this Agreement as if set forth mutatis
mutandis herein.


 


[signatures on following
page]


 






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IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to be executed, sealed and delivered, as applicable, on the day and year first
above written.


 





	BORROWER	 	 	 	 
	 	 	 	 	 	 
	KIT DIGITAL, INC.,
a Delaware corporation	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Fabrice Hamaide	 	 	 	 
	Name:	Fabrice Hamaide	 	 	 	 
	Title:	Chief Financial Officer	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	LENDERS	 	 	 	 
	 	 	 	 	 	 
	VENTURE LENDING & LEASING V, INC.,
a Maryland corporation	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ David R. Wanek	 	 	 	 
	Name:	David R. Wanek	 	 	 	 
	Title:	Vice President	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	VENTURE LENDING & LEASING VI, INC.,
a Maryland corporation	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ David R. Wanek	 	 	 	 
	Name:	David R. Wanek	 	 	 	 
	Title:	Vice President