exv10w31



 





Exhibit 10.31




INDEMNIFICATION AND ESCROW AGREEMENT




     This Indemnification and Escrow Agreement (the “Agreement”) is made and entered into as of
this 16th day of November, 2006, by and among Wells Fargo Bank, National Association
(the “Escrow Agent”), NNN Realty Advisors, Inc., a Delaware corporation (the “Company”), Anthony W.
Thompson, the Chairman of the Company (“Thompson”), Louis J. Rogers (“Rogers” and together with
Thompson, the “Initial Stockholders”), and Jeffrey T. Hanson (“Hanson”). Thompson, Rogers and,
upon his receipt of beneficial ownership of any Escrow Shares, Hanson are collectively referred to
herein as the “Stockholders.”



WITNESSETH:




     WHEREAS, the Company and the Initial Stockholders have entered into various Contribution
Agreements, dated as of October 23, 2006 (the “Realty Contribution Agreement”), pursuant to which
the Initial Stockholders are to collectively acquire shares of the Company’s common stock, par
value $0.01 per share (the “Common Stock”), in exchange for the contribution by the Initial
Stockholders to the Company of the Initial Stockholders’ shares of common stock of Triple Net
Properties Realty, Inc., a California corporation (“Realty”);



     WHEREAS, the Company and the Initial Stockholders have entered into Contribution Agreements,
dated as of October 23, 2006 (the “Properties Contribution Agreement”), pursuant to which the
Initial Stockholders are to collectively acquire shares of the Common Stock in exchange for the
contribution by the Initial Stockholders to the Company of the Initial Stockholders’ membership
interests in Triple Net Properties, LLC, a Virginia limited liability company (“Properties,” and
the transactions contemplated by the Realty Contribution Agreement and Properties Contribution
Agreement shall be referred to herein as the “Formation Transactions”);



     WHEREAS, the Initial Stockholders have agreed to indemnify the Company in connection with any
Losses (as defined below) resulting from the failure of Realty or Properties to comply with laws
and regulations requiring the licensing of real estate brokers (the “Regulations”);



     WHEREAS, the Initial Stockholders have a conditional obligation to transfer ownership of
Escrow Shares to Hanson; and



     WHEREAS, the Company is seeking to raise equity capital in a private placement offering of
shares of its Common Stock (the “Offering”) pursuant to that certain Final Offering Memorandum of
the Company dated November 10, 2006.



     NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, the
parties agree as follows:



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ARTICLE I

Indemnity and Escrow




     1.1 Indemnity. Each Stockholder shall, jointly and severally, save, defend, indemnify
and hold harmless the Company, Realty and Properties and their respective successors and assigns
(the “Indemnified Parties”) from and against any and all losses, damages, liabilities,
deficiencies, claims, diminution of value, interest, awards, judgments, penalties, restitution
payments, costs and expenses (including, without limitation, attorneys’ fees, costs and other
out-of-pocket expenses incurred in investigating, preparing or defending the foregoing)
(hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any
Indemnified Party as a result of, arising out of or relating to Realty or Properties’ failure or
alleged failure to comply with the Regulations. The indemnification obligation set forth in this
Section 1.1 shall terminate on the third (3rd) anniversary of the closing of the
Company’s sale of shares of Common Stock pursuant to the Offering (the “Expiration Date”);
provided, however, that if any claim for indemnification is asserted prior to the Expiration Date,
any indemnification obligation in respect of such claim shall survive the Expiration Date until
such claim has been finally resolved and satisfied.



     1.2 Escrow. As security for the indemnity set forth in Section 1.1 above, on the
effective date of the Formation Transactions, Three Million Two Hundred Seventy-Nine Thousand
(3,279,000) of the Shares to be issued to Thompson, and One Million Four Hundred Seven Thousand
Five Hundred (1,407,500) of the Shares to be issued to Rogers, pursuant to the Realty Contribution
Agreement shall be withheld by the Company from the Initial Stockholders and shall be delivered
into escrow to the Escrow Agent (such shares to be delivered into escrow, until they are
transferred by the Escrow Agent out of the escrow in accordance with the terms hereof, are referred
to herein as the “Escrow Shares”), duly endorsed by the Initial Stockholders for transfer or
accompanied by separate stock powers duly executed by the Initial Stockholders. The Escrow Shares
shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of
this Agreement.



ARTICLE II

Escrow Shares




     2.1 Disposition of Escrow Shares.



          (a) The Escrow Shares shall be available to pay, in accordance with the procedures set forth
herein, Losses for which the Company is indemnified under Section 1.1 of this Agreement. All
claims for indemnification under Section 1.1 of this Agreement shall be made by the Company by
notice to the Escrow Agent and the Stockholders (an “Indemnification Notice”), which notice shall
be in writing and shall identify in reasonable detail the matter for which indemnification is
sought and the amount, if known, of the Losses or the method of computing the amount of the Losses,
which method may include ranges and/or estimates to the extent actual damages are not known.




          (b) If within fifteen (15) days after the Company’s notice to the Stockholders, the
Stockholders do not notify the Escrow Agent in writing (with a copy to the Company) that the
Stockholders object to the claim (an “Objection Notice”), which objection shall identify in
reasonable detail the reasons for and include any relevant documentation in support of the



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objection, the Escrow Agent shall promptly transfer Escrow Shares to the Company in the amount
of such claim in accordance with the procedures set forth in Section 2.1(d) below. The failure of
the Stockholders to provide an Objection Notice as set forth herein shall be deemed an irrevocable
acceptance of liability for any amount contained in the respective Indemnification Notice.




          (c) If within fifteen (15) days after the Company’s notice to the Stockholders, the
Stockholders provide the Escrow Agent with an Objection Notice (with a copy to The Company), the
Escrow Agent shall not transfer, and shall continue to hold in escrow, the amount requested in the
Indemnification Notice, or the disputed portion thereof, as the case may be, pending either (i)
joint written instructions from the Company and the Stockholders specifying the agreement of the
parties as to the action to be taken with respect to such Indemnification Notice (“Payment
Instructions”) or (ii) receipt by the Escrow Agent of a notice from the Company or the Stockholders
stating that such dispute has been submitted to arbitration pursuant to Section 2.4 below, and that
a final determination with respect to such matters has been rendered (a “Determination Notice”)
which is accompanied by a copy of a final, non-appealable order of the arbitration panel (“Order”),
pursuant to which such panel has determined whether and to what extent the Company is entitled to
the amount requested in such Indemnification Notice. Upon receipt of Payment Instructions or a
Determination Notice and Order, as applicable, the Escrow Agent shall promptly transfer Escrow
Shares to the Company in the amount of the claim so approved for payment to the Company in
accordance with the procedures set forth in Section 2.1(d) below. Such payment will be made on or
before the fifth (5th) day following the date on which the Escrow Agent receives such Payment
Instructions or Order. If such Payment Instructions or Order indicate that the Company is not
entitled to all or any portion of the amount claimed by the Company, then the Escrow Agent shall
hold the Escrow Shares to which the Company is determined not to be entitled in accordance with the
terms of this Agreement.




          (d) All Escrow Shares tendered as indemnification payments shall be valued at the price per
share paid by investors in the Offering (the “Per Share Price”). The number of Escrow Shares to be
forfeited by the Stockholders to the Company shall equal the quotient of (i) the amount of an
undisputed claim under Section 2.1(b) above or the amount to which the Company is entitled pursuant
to Section 2.1(c) above, as applicable, divided by (ii) the Per Share Price (subject to any
adjustments pursuant to Section 2.2(c)), and, if such quotient results in a fractional number, it
shall be rounded up to the next higher whole number (such rounded quotient, the “Forfeited
Shares”). The Escrow Agent shall be entitled to fully rely on the calculation provided to it, with
no further responsibility to calculate or confirm. The portion of Forfeited Shares to be deducted
from the number of Escrow Shares beneficially owned by each Stockholder shall be equal to the
portion of the number of Escrow Shares then beneficially owned by such Stockholder (each
Stockholder’s “Proportionate Share”). If the number of Forfeited Shares exceeds the number of
Escrow Shares, all Escrow Shares shall be deemed Forfeited Shares and Thompson shall be liable for
any excess amounts owed subject to the limitations set forth in Section 2.3 below. Except for any
payment that may be required by Thompson pursuant to Section 2.3 of this Agreement, in no event
shall the Company or any of its affiliates have any right of recovery from the Stockholders with
respect to the Losses other than with respect to the Escrow Shares and the Stockholders make no
representation regarding the



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matters that are the subject of this Agreement. The Company shall promptly cancel the
Forfeited Shares and they shall no longer be deemed issued or outstanding.




          (e) On each of January 1, 2008 and January 1, 2009, upon prior receipt of written
authorization executed by each of the Initial Stockholders, the Escrow Agent shall, to the extent
there are sufficient Escrow Shares not subject to then-pending claims under Indemnification
Notices, transfer One Hundred Thousand (100,000) Escrow Shares to Hanson. The transferred Escrow
Shares shall be deducted from the number of Escrow Shares beneficially owned by Hanson.




          (f) Within thirty (30) days after the Expiration Date or, if later, the date as of which all
indemnification claims asserted against the Escrow Shares prior to the Expiration Date are finally
resolved and satisfied, the Company shall deliver to the Escrow Agent a written notice (the “Final
Statement”), the delivery and content of which shall have been approved by a majority of the
members of the Board of Directors of the Company (other than the Stockholders) who are “independent
directors” under the rules of The NASDAQ Stock Market (“Independent Director Approval”), (i)
certifying that the Expiration Date has occurred and all indemnification claims asserted against
the Escrow Shares prior to the Expiration Date have been finally resolved and satisfied, (ii)
certifying that the Stockholders’ indemnification obligations hereunder have been satisfied and
(iii) confirming the Independent Director Approval. Following receipt of the Final Statement, the
Escrow Agent shall promptly transfer to each Stockholder his Proportionate Share of the remaining
Escrow Shares, if any.




     2.2 Ownership of Escrow Shares; Voting Rights; Additional Securities.



          (a) Each Initial Stockholder shall remain the beneficial owner of the Escrow Shares deposited
into escrow on his behalf while they are held in escrow, except that the Initial Stockholders may
transfer beneficial ownership of Escrow Shares to Hanson by delivery to the Escrow Agent of written
notice to such effect specifying the number of Escrow Shares so transferred. Each Stockholder
shall retain the right to receive cash distributions on the Escrow Shares he beneficially owns and
the obligation to pay all taxes, assessments, and charges with respect thereto, but the
Stockholders shall not have the right to sell, transfer, pledge, hypothecate or otherwise dispose
of any Escrow Shares other than to Hanson. The Escrow Agent shall promptly remit such cash
distributions, if any, to the Stockholders.




          (b) The Escrow Agent shall vote each Stockholder’s Proportionate Share of the Escrow Shares in
accordance with the written directions of such Stockholder and, in the absence of such directions,
need not vote such shares. The Escrow Agent need not deliver proxy materials or other documents it
may receive from the Company to the Stockholders or anyone else.




          (c) Any distribution of stock or other securities of the Company on or with respect to the
Escrow Shares and any shares or securities into which such Escrow Shares may be changed or for
which they may be exchanged pursuant to corporate action of the Company affecting holders of its
Common Stock generally shall be delivered to the Escrow Agent, and shall be held in the escrow
created by this Agreement and shall be included as Escrow Shares subject to this Agreement. In the
event of a stock split or stock combination of the Escrow



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Shares, the Company shall notify the Escrow Agent thereof and provide such documentation as
requested by the Escrow Agent in order to revise the number of Escrow Shares. In the event of any
such addition to or substitution of the Escrow Shares, appropriate adjustments shall be made to the
calculation of the Forfeited Shares to preserve the purpose and intent of this Agreement. The
Escrow Agent shall have no responsibility or liability for shares or property not delivered to and
received by it. The Stockholders shall not be required to provide additional shares of Common
Stock or otherwise increase the number of Escrow Shares except to the extent any additional shares
or securities are to be delivered to the Escrow Agent as additional Escrow Shares pursuant to this
Section 2.2(c).




     2.3 Additional Indemnification. To the extent that the aggregate amount of the Losses
exceeds the value of the Escrow Shares (“Excess Losses”), then Thompson hereby agrees to save,
defend, indemnify and hold harmless the Indemnified Parties from and against any and all Excess
Losses, provided, however, that in no event will Thompson’s obligation for Excess Losses under this
Section 2.3 exceed Nine Million Four Hundred Thirty-Five Thousand Dollars ($9,435,000). The
indemnification obligation set forth in this Section 2.3 shall terminate on the Expiration Date;
provided, however, that if any claim for indemnification is asserted prior to the Expiration Date,
any indemnification obligation in respect of such claim shall survive the Expiration Date until
such claim has been finally resolved and satisfied.



          (a) All claims for indemnification for any Excess Losses shall be made by the Company by an
Indemnification Notice to Thompson.




          (b) If within fifteen (15) days after the Company’s notice to Thompson, Thompson does not
provide an Objection Notice to the Company, which objection shall identify in reasonable detail the
reasons for and include any relevant documentation in support of the objection, Thompson promptly
shall remit a payment by check or wire transfer to the Company in the amount of such claim. The
failure of Thompson to provide an Objection Notice as set forth herein shall be deemed an
irrevocable acceptance of liability for any amount contained in the respective Indemnification
Notice.




          (b) If within fifteen (15) days after the Company’s notice to Thompson, Thompson provides the
Company with an Objection Notice, he shall not be obligated to remit payment for the disputed
portion of such claim, pending either (i) resolution of such claim between Thompson and the Company
or (ii) receipt of a Determination Notice, accompanied by a copy of an Order, pursuant to which an
arbitration panel has determined whether and to what extent the Company is entitled to the amount
requested in such Indemnification Notice. Upon resolution of the claim or receipt of a
Determination Notice and Order, as applicable, Thompson promptly shall remit a payment by check or
wire transfer to the Company in the amount of such claim. Such payment will be made on or before
the fifth (5th) day following the date on which the claim is resolved or the Determination Notice
and Order are received.




     2.4 Arbitration. Any controversy involving a claim by the Company or the Stockholders
pursuant to this Agreement shall be finally settled by arbitration in Santa Ana, California in
accordance with the then-current Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof. Such arbitration shall be conducted by three arbitrators,



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one chosen by the Company, one chosen by the Stockholders, and the third chosen by mutual
agreement of such two arbitrators chosen by the Company and the Stockholders. There shall be
limited discovery prior to the arbitration hearing, subject to the discretion of the arbitrators,
as follows: (a) exchange of witness lists and copies of documentary evidence and documents related
to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c)
such other depositions as may be allowed by the arbitrators upon a showing of good cause. The cost
and expenses (including counsel fees) of any such arbitration shall be borne by the Stockholders
and the Company in such proportions as shall be determined by the arbitrators, or if there is no
such determination, each party shall pay its own costs and expenses (including counsel fees) of any
such arbitration.




ARTICLE III

Escrow Agent




     3.1 Duties and Obligations. The duties and obligations of the Escrow Agent are
exclusively set forth in this Agreement, as it may from time to time be amended by the mutual
written agreement of the parties hereto. The Escrow Agent may request and rely upon, and shall be
protected in acting or refraining from acting upon, any written notice, request, waiver, consent,
receipt or other paper or document from the Company or the Stockholders consistent with the terms
of this Agreement, not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth of any information therein contained, that the Escrow Agent in
good faith believes to be genuine and as to which the Escrow Agent shall have no actual notice of
invalidity, lack of authority or other deficiency.



     The Escrow Agent shall not be liable for any error of judgment, or for any act done or step
taken or omitted by it in good faith, or for any mistake of fact or law, for anything that it may
do or refrain from doing in connection therewith, except for any liability arising from its own
gross negligence or willful misconduct. In no event shall the Escrow Agent be liable, directly or
indirectly, for any special or consequential damages, even if the Escrow Agent has been advised of
the possibility of such damages.



     The Escrow Agent shall be entitled to consult with counsel of its choice with respect to the
interpretation of the provisions hereof, and any other legal matters relating hereto, and shall be
fully protected in taking any action or omitting to take any action in good faith in accordance
with the advice of such counsel. The Escrow Agent shall be entitled to request written
instructions from the Company or the Stockholders as the case may be and shall have the right to
refrain from acting until it has received such written instructions.



     No provision in this Agreement shall require the Escrow Agent to risk or expend its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder;
provided that the Escrow Agent will be promptly paid or reimbursed by the Company upon request for
any and all expenses, fees, costs, disbursements and/or advances that may be incurred or made by it
in accordance with the provisions hereof (including reasonable compensation, and any expenses and
disbursements of Escrow Agent’s counsel).



     3.2 Risk of Loss. The Escrow Agent acknowledges and agrees that the Escrow Agent
bears the exclusive risk of loss, theft or damage with respect to the Escrow Shares in its
possession.



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     3.3 Escrow Agent’s Compensation. The Company shall pay to the Escrow Agent
compensation in respect of the Escrow Agent’s duties and obligations under this Agreement in
accordance with Exhibit A attached hereto. Upon the execution of this Agreement and the
delivery of the Escrow Shares to the Escrow Agent, the Escrow Agent shall be entitled to an escrow
fee of $5,000.



     3.4 Resignation. The Escrow Agent may resign at any time by giving not less than
sixty (60) days written notice thereof to each of the Company and the Stockholders.



     3.5 Successor Escrow Agent. Upon receipt of the Escrow Agent’s notice of resignation,
the Company and the Stockholders may appoint a successor to the Escrow Agent, and such successor
shall become the Escrow Agent hereunder. If a successor Escrow Agent is not so appointed, the
Escrow Agent may apply to a court of competent jurisdiction to appoint a successor. Upon the
acceptance of the appointment as Escrow Agent hereunder by a successor Escrow Agent and the
transfer to such successor Escrow Agent of the Escrow Shares and the payment of the escrow fee
provided for by Section 3.3 above, the resignation of the Escrow Agent shall become effective and
the Escrow Agent shall be discharged from any future duties and obligations under this Agreement.



     3.6 Conflicting Demands. If at any time the Escrow Agent receives or becomes aware of
any conflicting demands or claims with respect to the Escrow Shares or the rights of any of the
parties hereto to such Escrow Shares, the Escrow Agent shall have the right to discontinue any or
all further acts on the Escrow Agent’s part until such conflict is resolved to the Escrow Agent’s
satisfaction, and the Escrow Agent shall have the right, but not the duty, to commence or defend
any action or proceedings for the determination of such conflict. In the event any of the
above-described events occur, each of the Company, on the one hand, and the Stockholders (jointly
and severally), on the other hand, agree to pay one-half of all costs, damages, judgments and
expenses, including reasonable attorneys fees, suffered or incurred by the Escrow Agent in
connection with, or arising out of, such conflicting demands or claims, including, without
limitation, a suit in interpleader brought by the Escrow Agent.



     3.7 Indemnity of Escrow Agent. The Company hereby agrees to indemnify the Escrow
Agent for, and to defend and hold it harmless against, any claim, loss, liability or expense
arising out of or in connection with this Agreement and carrying out its duties hereunder,
including the costs and expenses of defending itself against any claim or liability, except for
such losses, liabilities or expenses that are the result of the Escrow Agent’s gross negligence or
willful misconduct. The provisions of this section shall survive the termination of this agreement
and the resignation or removal of the Escrow Agent.



ARTICLE IV

Miscellaneous




     4.1 Notices. Unless otherwise provided, all notices or other communications required
or permitted to be given to the parties hereto shall be in writing and shall be deemed to have been
given if personally delivered (including personal delivery by facsimile, provided that the sender
receives telephonic or electronic confirmation that the facsimile was received by the recipient),
or three (3) days after mailing by certified or registered mail, return receipt requested, first
class



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postage prepaid, addressed as follows (or at such other address as the addressed party may
have substituted by notice pursuant to this Section 4.1):





	 	(a)	 	If to the Company:




NNN Realty Advisors, Inc.

1551 North Tustin Boulevard

Suite 200

Santa Ana, California

Attention: General Counsel

Telephone: 714-667-8252

Fax: [__________]





	 	(b)	 	If to the Initial Stockholders:




Anthony W. Thompson

c/o NNN Realty Advisors, Inc.

1551 North Tustin Boulevard

Suite 200

Santa Ana, California

Attention: General Counsel

Telephone: 714-667-8252

Fax: 714-667-6860



Louis Rogers

c/o NNN Realty Advisors, Inc.

1551 North Tustin Boulevard

Suite 200

Santa Ana, California

Attention: General Counsel

Telephone: 714-667-8252

Fax: 714-667-6860





	 	(c)	 	If to Hanson:




Jeffrey T. Hanson

c/o NNN Realty Advisors, Inc.

1551 North Tustin Boulevard

Suite 200

Santa Ana, California

Attention: General Counsel

Telephone: 714-667-8252

Fax: 714-667-6860





	 	(d)	 	If to the Escrow Agent:




Wells Fargo Bank, National Association

608 Second Ave South, MAC N9303-110

Minneapolis, MN 55402

Attention: Thomas H. Caruth

Telephone: 612-667-2124

Fax: 612-667-2160




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Notices to the Escrow Agent shall be effective only upon receipt. If any notice of claim,
objection thereto or other document of any kind is required to be delivered to the Escrow Agent and
any other person, the Escrow Agent may assume without inquiry that such other person received it on
the date on which the Escrow Agent received it.




     4.2 Interpretation. The validity, construction, interpretation and enforcement of
this Agreement shall be determined and governed by the laws of the State of California, without
regard to conflict of laws or choice of laws principles. The invalidity or unenforceability of any
provision of this Agreement or the invalidity or unenforceability of any provision as applied to a
particular occurrence or circumstance shall not affect the validity or enforceability of any of the
other provisions of this Agreement or the applicability of such provision to other occurrences or
circumstances, as the case may be. No party hereto, nor its respective counsel, shall be deemed
the draftsman of this Agreement for purposes of construing the provisions of this Agreement, and
all provisions of this Agreement shall be construed in accordance with their fair meaning, and not
strictly for or against any party hereto.



     4.3 Counterparts. This Agreement may be signed in two or more counterparts, each of
which shall be deemed an original and all of which shall constitute one agreement.



     4.4 Transfer of Interests. The Stockholders shall not sell, transfer, pledge,
hypothecate or otherwise dispose of any Escrow Shares, or any interest therein, other than to
Hanson prior to the distribution of such Escrow Shares in accordance with Section 2.1(f) above and
the termination of the escrow hereunder.



     4.5 Taxes. For purposes of federal and state income taxation, each Stockholder shall
be treated as the owner of his Proportionate Share of the Escrow Shares, and this Agreement shall
be interpreted in a manner to effect the Stockholders’ ownership of the Escrow Shares for such tax
purposes.



     4.6 Waiver of Jury Trial. EACH PARTY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THIS AGREEMENT.



     4.7 Jurisdiction. The parties hereby irrevocably submit to the jurisdiction of the
courts of the State of California and the Federal courts of the United States of America located in
the State of California in respect to the enforcement of this Agreement and all claims related
hereto and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding
for the enforcement thereof, that it is not subject thereto or that such action, suit or proceeding
may not be brought or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement may not be enforced in or by such courts.



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     IN WITNESS WHEREOF, the parties have signed this Agreement on the day and year first above
written.



	 	 	 	 	 
	 	ESCROW AGENT:



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Escrow
Agent

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	THE COMPANY:



NNN REALTY ADVISORS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Andrea R. Biller
 	 
	 	 	Title: Exec VP 	 
	 	 	 	 
	 
	 	INITIAL STOCKHOLDERS:

 	 
	 	/s/ Anthony W. Thompson
 	 
	 	Anthony W. Thompson 	 
	 	 	 
	 
	 	                                              /s/ Louis J. Rogers
 	 
	 	Louis J. Rogers 	 
	 	 	 
	 
	 	HANSON:

 	 
	 	/s/ Jeffrey T. Hanson
 	 
	 	Jeffrey T. Hanson 	 
	 	 	 



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