Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o
Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to
§240.14a-12
RELIABILITY
INCORPORATED
(Name
of Registrant as Specified In Its Charter)
JAY
GOTTLIEB
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
ý
No
fee required.
o
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which transaction
applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
o
Fee
paid previously with preliminary materials.
o
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
To
elect five members to the Board of Directors, for a term of one
year.
·
To
transact such other business as may properly become before the adjourned
2008 Special Meeting.
RECORD
DATE
You
can vote if you were a stockholder of record on September 16,2008.
PROXY
VOTING
It
is important that your shares be represented and voted at the 2008 Special
Meeting. You can vote your shares by completing and returning
your proxy card or by attending the 2008 Special Meeting. See
details under the heading “How do I vote?” in the “Questions and Answers
about the 2008 Special Meeting and Voting” section of this Proxy
Statement.
WHO
IS REQUESTING YOUR PROXY?
Reliability
Incorporated (the “Company”) has not had a Shareholders Meeting since
2005. While a Special Meeting was called by the Company for
October 23, 2008, its existing management did not seek proxies from its
shareholders. When such Meeting lacked a quorum, the Special
Meeting was adjourned until the new November 14, 2008 Special Meeting
date. Jay Gottlieb (the “Solicitor”), the undersigned, the
largest shareholder in the Company, has filed this Proxy Statement with
the SEC so that he could seek election of a new Board of Directors and now
solicits your vote in favor of a new management slate described
herein. The Board of Director of the Company makes no
recommendation as to the slate of directors the Solicitor is
proposing.
Based
on a prior solicitation of proxies to no more than 10 Company shareholders, the
undersigned Solicitor giving notice that the holders of more than 37% of the
issued and outstanding shares of common are expected to vote in favor of the
slate of candidates set out in Proposal 1 below. Pursuant to the provisions of
Section 228 of the Texas Annotated Laws and the Company's certificate
of incorporation, such election of a new Board requires a quorum (1/2 of the
outstanding common shares) to appear in person or vote by proxy at the
shareholder meeting. Approval requires the affirmative vote of
a majority of such quorum. Since, for purposes of achieving a quorum,
current directors and officers of the Company holding approximately 3.9% of the
outstanding shares have agreed to appear, a quorum will likely be present to
vote on a new Board. Given the foregoing, as described in more detail
below, Proposal 1, will be adopted so long as at least 50% + 1 share of the
needed majority quorum of voting shares vote in favor or Proposal
1.
This
Proxy Statement, dated November ___, 2008, is furnished in connection with the
2008 Special Meeting of Shareholders of Reliability Incorporated (the
"Company"), to be held November 14, 2008, (the “Special Meeting"), for the
purposes set forth in the original meeting notice, at 10:00 A.M. at the Holiday
Crown Plaza, 14702 Park Row, Houston, TX77079.
This
Proxy Statement is being mailed to shareholders on or about November ____, 2008
by Jay Gottlieb (the “Solicitor”). Mr. Gottlieb’s phone number is
(914) 275-6290.
The
complete mailing address of the Company's principal executive office is P.O. Box
218690. Houston, Texas77218-8690 and its phone number is (281)
492-0550.
Only
shareholders of record at the close of business on September 16, 2008 are
entitled to participate in the Special Meeting and any adjournments thereof. At
that record date, the following voting shares of the Company were
outstanding:
CLASS
SHARES
OUTSTANDING
Voting
Common Shares
6,335,965
Preferred
Shares
-0-
Holders
of all common shares will vote together as a single class on all matters
expected to be acted on at the Special Meeting. Since the Solicitor
and certain like-minded shareholders, holding an aggregate 37% of the common
shares of the Company, are expected to vote in favor of Proposal 1 here being
considered at the Special Meeting, the Solicitor believes that (more likely than
not) such Proposal will be approved.
At the
date hereof, Solicitor has no knowledge of any business other than that
described in the notice for the Special Meeting which will be presented for
consideration at such Special Meeting. In fact, the only matter
that can be voted upon (since a Special Meeting) is the election of
directors.
Very
specifically, this Proxy Statement is being furnished to the holders of record
on September 16, 2008 of the outstanding shares of common stock, no par value,
of the Company.
The
Company’s stock symbol [otcbb] is REAL.
Questions and Answers About the 2008 Special
Meeting and Voting
The
Solicitor is providing these proxy materials in connection with the solicitation
of proxies to be voted at the Company’s 2008 Special Meeting of
Stockholders.
You
are invited to attend the Company’s 2008 Special Meeting on November 14, 2008,
(the “Special Meeting"), for the specific election of directors purpose set
forth in this notice, beginning at 10:00 A.M., Central Time, to be held at
the Holiday Crown Plaza, 14702 Park Row, Houston, TX77079.
Stockholders
will be admitted to the Special Meeting beginning at 9:30 a.m., Central
Time. Seating will be limited.
These
proxy materials are being mailed on or about November __,
2008.
What do I need to attend the 2008 Special
Meeting?
You
will need a form of personal photo identification to enter the 2008 Special
Meeting if you hold shares directly in your name as a stockholder of
record.
If
your shares are held beneficially in the name of a bank, broker or other holder
of record and you plan to attend the 2008 Special Meeting, you must present
proof of your ownership of the Company’s common stock, such as a bank or
brokerage account statement and a form of personal photo identification to be
admitted to the 2008 Special Meeting.
No
cameras, recording equipment, electronic devices, large bags, briefcases or
packages will be permitted in the 2008 Special Meeting.
Who is entitled to vote at the 2008 Special
Meeting?
Holders
of the Company’s common stock at the close of business on September 16, 2008 are
entitled to receive this Notice of 2008 Special Meeting and to vote their shares
at the 2008 Special Meeting. As of that date, there were 6,335,965 shares of our
common stock outstanding and entitled to vote. Each share of the Company’s
common stock is entitled to one vote on each matter properly brought before the
2008 Special Meeting, in this,case, the election of directors.
What is the difference between holding shares as a
stockholder of record and as a beneficial owner?
If your
shares are registered directly in your name with the Company’s transfer agent,
Computershare Inc., you are considered the "stockholder of record" for those
shares. In that case, these proxy materials have been sent directly to you by
the Transfer Agent.
If
your shares are held in a stock brokerage account or by a bank or other holder
of record, you are considered the "beneficial owner" of shares held in street
name. In that case, these proxy materials have been forwarded to you by your
broker, bank or other holder of record who is considered the stockholder of
record for those shares. As the beneficial owner, you have the right to direct
your broker, bank or other holder of record on how to vote your shares by using
the voting instruction card included in the mailing or by following their
instructions for voting by mail, or in person.
You may
vote using either of the following methods:
By
mail. Be sure to complete, sign and date the proxy card and
return it in the self-addressed, prepaid envelope. If you are a stockholder of
record and you return your signed proxy card but do not indicate your voting
preferences, the persons named in the proxy card will vote the shares
represented by that proxy as recommended by the Solicitor.
In Person at the Special
Meeting. All stockholders may vote in person at
the 2008 Special Meeting. You may also be represented by another person at the
2008 Special Meeting by executing a proper proxy designating that person. If you
are a beneficial owner of shares, you must obtain a legal proxy from your
broker, bank or other holder of record and present it to the inspectors of
election with your ballot to be able to vote at the 2008 Special
Meeting.
However,
even if you plan to attend the 2008 Special Meeting, we encourage you to
complete, sign and date the proxy card and return it in the self-addressed,
prepaid envelope to ensure that the required majority of outstanding shares of
common stock entitled to vote at the 2008 Special Meeting is represented, in
person or by proxy.
What can I do if I change my mind after I submit my proxy
or voting instructions?
If
you are a stockholder of record, you can revoke your proxy before it is
exercised at the 2008 Special Meeting by:
Attending
the 2008 Special Meeting and voting in
person.
If
you are a beneficial owner of shares, you may submit new voting instructions by
contacting your bank, broker or other holder of record. You also may
vote in person at the 2008 Special Meeting if you obtain a legal proxy as
described in the answer to "How do I vote?" above.
All
shares for which a proxy has been properly submitted and not revoked will be
voted at the 2008 Special Meet-ing.
If you
are a stockholder of record, you will receive only one proxy card for all the
shares you hold in certificate form or book-entry form.
If you
are a beneficial owner, you will receive voting instructions and information
regarding consolidation of your vote from your bank, broker or other holder of
record.
What are the voting requirements to elect
directors and can any other business properly come before the 2008
Special Meeting?
The
presence of the holders of a majority of the outstanding shares of common stock
entitled to vote at the 2008 Special Meeting, present in person or represented
by proxy, is necessary to constitute a quorum. Abstentions and
"broker non-votes" are counted as present and entitled to vote for purposes of
determining a quorum. A "broker non-vote" occurs when a bank, broker
or other holder of record holding shares for a beneficial owner does not vote on
a particular proposal because that holder does not have discretionary voting
power for that particular item and has not received instructions from the
beneficial owner.
A
plurality of the votes cast is required for the election of
directors. This means that the director nominee with the most votes
for a particular slot is elected for that slot. You may vote "for" or "withheld"
with respect to the election of directors. Only votes "for" or "withheld" are
counted in determining whether a plurality has been cast in favor of a director.
Abstentions are not counted for purposes of the election of directors. If you
are a beneficial owner, your bank, broker or other holder of record is permitted
to vote your shares on the election of directors, even if the record holder does
not receive voting instructions from you. Accordingly, broker non-votes will
have no effect on the election of directors.
Each
unrevoked proxy card properly completed, signed and received prior to the close
of the 2008 Special Meeting will be voted as indicated. Unless otherwise
specified on your proxy card, the shares represented by a signed proxy card will
be voted FOR each
director nominee named in PROPOSAL 1.
At the
date this Proxy Statement went to press, the Solicitor did not know of any
matters to be raised at the 2008 Special Meeting other than the election of
directors referred to in this Proxy Statement. While other matters may be
discussed, no vote may be taken since this is a Special Meeting whose notice
only provided for the election of directors.
Who will pay for the cost of this proxy
solicitation?
Jay
Gottlieb (the “Solicitor”) will pay the cost of soliciting proxies. Proxies may
be solicited on our behalf by directors, officers or employees in person or by
telephone, electronic transmission and facsimile transmission.
The
proxies will be checked against the Transfer Agent’s certified copy of the
Company’s shareholders as of September 16, 2008, by the Company’s inspectors at
the meeting. Those in street name will be checked first to see that
the letters from the brokers match the broker’s search report of September 16 as
prepared for the Company by its transfer agent. The inspectors will
then count the valid votes and report at the meeting.
The
Bylaws of the Company provide for five members of the Board of Directors and any
persons so elected will continue in office until his successor has been elected
and qualified, or until his earlier death, resignation or
retirement.
The
current members of the Board are Larry Edwards, Thomas Langford, Philip Uhrhan,
C. Lee Cooke, Jr. and David Kurland. The Solicitor is not certain
whether the current Board members will be standing for election at the 2008
Special Meeting, to hold office until the 2009 Annual Meeting of
Stockholders.
In
any event, Jay Gottlieb (the “Solicitor” and who beneficially owns approximately
15% of the common shares of the Company) seeks to elect the following slate of
Directors to the Board: Jay Gottlieb, Michael Pearce, Gregg Schneider, Joshua
Krum and Ron Gutterson. The principal occupation and certain other
information about these director nominees are set forth in the "Biographical
Information of the Solicitor’s Candidate Directors” section of this Proxy
Statement (below).
Reason Favorable Vote Is Sought By Solicitor for New Board
Slate
·
Mr.
Gottlieb (the “Solicitor”), a shareholder since 2006, has waited for
management to increase shareholder
value.
·
However,
over the past seven (7) years, the value of the Company’s common shares
has not increased.
·
In
fact, during that period, the Company in the Solicitor’s judgment has
basically degenerated to the point that it is essentially a shell
corporation with only nominal cash and a stated plan of operation to seek
to consummate a merger or business combination
transaction.
·
Despite generally favorable
market conditions over the period, the Company has neither consummated
successfully any transaction nor generated any operating
revenues.
·
In
fact, the shareholder book value has declined at year-end 2000 from
$27,000,000 to $48,000 as of June 30, 2007. The Solicitor
believes that the Company needs a new management
team.
·
If
this slate is elected as the Solicitor expects, it will pursue the
following plan of action:
§
Seek
approval of an amendment to the Company’s Certificate of Incorporation,
increasing the authorized number of shares of Common Stock from 20,000,000
shares to 300,000,000 shares
§
Take
immediate steps to have a cash infusion made into the
Company
§
Reincorporating
the Company in the State of
Delaware
§
Reducing
the number of Board seats from 5 to
3
Biographical Information of the Solicitor’s Candidate
Directors
The
principal occupation and certain other information about the candidate members
of the Board of Directors who are seeking election at the 2008 Special Meeting
are set forth below.
Jay A. Gottlieb, 63,
has been a private investor in various companies since 1998. Mr.
Gottlieb is involved in anal-ysis and investment in undervalued special
situations and shell corporations. He presently owns between 5% and
21% of 16 public companies and is a member of the Board of Directors of Golf
Trust of America, Inc, (AMEX) and Spatializer Audio Technologies, Inc.
(OTC). From 1992 to 1998, Mr. Gottlieb was the editor of an
investment service that analyzed and published extensive data on companies
planning initial public offerings. From 1977 to 1991, he was the
President and Chairman of the Board of The Computer Factory, Inc. (NYSE), a
nationwide organization involved in retail and direct sales, servicing and
leasing of personal computers. From 1969 to 1988, Mr. Gottlieb was
President of National Corporate Sciences, Inc., a registered investment advisory
service. He holds a Bachelor of Arts from New York
University.
Michael Pearce, 47,
has been Chief Executive Officer and President of Golf Trust of America, Inc.
(AMEX) since November 8, 2007. Mr. Pearce has been a
private investor in various companies since 2002, with emphasis in distressed
securities of publicly traded entities. From late 1999 through 2001,
he served as Chief Executive Officer of iEntertainment Network. From 1996 to
1998, Mr. Pearce served as Senior Vice President of Sales and Marketing of
publicly traded VocalTec Communications, later returning in 1999 in a consulting
capacity to its Chairman on matters pertaining to strategic alternatives,
business development and mergers and acquisitions. From 1983 to 1996,
he was employed in various technology industry management positions, including
Senior Vice President of Sales and Marketing at Ventana Communications, a
subsidiary of Thomson Corporation; Vice President of Sales at Librex Computer
Systems, a subsidiary of Nippon Steel; and National Sales Manager at Hyundai
Electronics America. From 1979 to 1983, Mr. Pearce attended Southern
Methodist University.
Gregg Schneider, 32,
is a private investor who specializes in undervalued publicly traded
securities. During the past fourteen years, Mr. Schneider has
been an active dealer in numismatic items, specializing in U.S. rare coins and
currency. He attended two years of courses at UCLA and is involved in
several charitable organizations.
Joshua Krom, 32, is
the President of Realty Asset Management, LLC, a full service real estate
company which has specialized in acquiring and rapidly repositioning
distressed properties with the goal of maximize its investors’
returns. Mr. Krom has significant experience in the financial
analysis of residential portfolios, retail, industrial and apartment
buildings. He is a member of some of the most prominent national Real
Estate Owned organizations. Prior to forming Realty Asset Management,
LLC, Mr. Krom practiced real estate and corporate law. He is a
licensed attorney and real estate broker in California and a licensed real
estate broker in Nevada. Mr. Krom received his Juris Doctorate degree
from Emory University School of Law where he was a Dean’s Honors
recipient. He graduated with High Honors from the University of
California, Santa Barbara where he received a Bachelor of Arts Degree in
Communications.
Ron
Gutterson, 64, has for the last 14 years been President and Chief
Operating Officer of Sage Solutions Inc., a New York based computer technology
organization. During this period, he has rendered technology services
to the major Fortune 100 corporations of America in both the manufacturing,
banking and brokerage industry. For ten years prior, Mr. Gutterson
was Vice President of Sales for the International Operations division of a major
home furnishings convertor based out of New York. He holds a
B.S. in Economics and an MBA in Finance.
A
plurality of votes cast is required for the election of directors. The Board of
Directors consists of five seats if all director nominees are
elected. See “Director Nominees” section of this Proxy Statement as
to the current composition of the Board of Directors and why the Solicitor seeks
to elect this slate of candidate directors.
The Board
of Directors, which is elected by the stockholders, is the ultimate
decision-making body of the Company, except with respect to those matters
reserved to the stockholders. It selects the senior management team,
which is charged with the conduct of the Company's business. Having selected the
senior management team, the Board acts as an advisor and counselor to senior
management and ultimately monitors its performance.
THE
SOLICITOR RECOMMENDS A VOTE FOR THE ELECTION OF THIS SLATE OF DIRECTOR NOMINEES
TO THE BOARD OF DIRECTORS.
Voting Securities; Beneficial Ownership of the Company's
Common Stock
The
Company's common stock is the only class of equity securities that is currently
outstanding and entitled to vote at a meeting of the Company's stockholders.
Each share of common stock entitles the holder thereof to one (1) vote. As of
September 16, 2008, approximately 6,335,965 shares of the Company's common stock
were outstanding. There are currently no outstanding shares of
preferred stock nor options granted to any person.
The
following table sets forth information at September 16, 2008, based on
information obtained from the persons named below, with respect to the
beneficial ownership of shares of common stock by (i) each person known by us to
be the owner of more than 5% of the outstanding shares of common stock, (ii)
each director, (iii) each Named Officer and (iv) all existing executive officer
and directors of the Company as a group.
Director/Shareholder
(1)
Common
Stock Beneficially Owned (3), Approximate
Percent
of Class
Larry
Edwards (2)
224,985
3.55
%
C.
Lee Cooke, Jr. (2)
0
(4)
.0
%
(4)
Thomas
A. Langford (2)
20,000
(4)
.31
%
(4)
Philip
Uhrhan (2)
20,000
(4)
.31
%
(4)
David
C. Kurland (2)
0
0
%
Jay
Gottlieb (5)
940,220
14.84
%
William
Vlahos
616,000
9.72
%
Minerva
Group
457,000
7.21
%
Gregg
Schneider
412,500
6.51
%
Directors,
Management and 5% Shareholders as a Group (9 persons or
entities)
2,690,705
42.45
%
(1) Unless
otherwise noted, the Solicitor believes that all persons named in the table have
sole voting and investment power with respect to all shares of common stock
beneficially owned by them.
(2) Current
member of Board of Directors.
(3) A
person is deemed to be the beneficial owner of securities that can be acquired
by such person within 60 days upon the exercise of warrants or options. Each
beneficial owner's percentage ownership is determined by assuming that options
or warrants that are held by such person (but not those held by any other
person) and which are exercisable within 60 days have been
exercised.
(4) Each
of Messrs. Cooke, Langford, and Uhrhan has options to acquire 15,000 shares,
respectively. Since not exercised prior to the record date, the
Percent of Class calculation column excludes such options from their beneficial
ownership calculation.
(5) In
addition, the Solicitor has contacted other investors who might join the group
of supporting Shareholders. The Solicitor believes, but can not be
assured, that not less than an additional ___________ shares owned by other
Company shareholders (or 15%) will participate for purpose of the quorum and
vote in favor of the plan of action outlined above.
Assuming
the slate of candidates is approved in the Special Meeting, the Company will in
the future establish a new Audit Committee in accordance with Section
3(a)(58)(A) of the Exchange Act that will be comprised of a majority of
"independent” directors as defined under pertinent securities
rules. Given, among other reasons, that the Company is not currently
subject to the Sarbanes-Oxley Act requiring at least an Audit Committee should
be appointed and be comprised of a majority of independent directors and the
Solicitor has not yet gained control of the Company, the Solicitor has deferred
such search at this time.
Once put
in place, the Audit Committee, among other things, will determine engagement of
the independent certified public accountants and review the scope and effect of
the audit engagement. If the Company at that time constitutes a
“controlled company” as defined under the Sarbanes-Oxley Act, the Company will
be exempt from being required to create a Compensation Committee or other
committee(s) comprised of a majority of independent directors.
The
Solicitor’s counsel has advised the Solicitor that management has a fiduciary
responsibility for the safekeeping and use of all company assets.
Accordingly, the Solicitor recognizes that if the slate of candidate Board
members are elected, he and other member of then existing management is and will
be accountable to each shareholder and required to exercise good faith and
integrity with respect to our affairs. (For example, management cannot
commingle our property with that of any other person, including that of any
current or future member of management.) The SEC has stated that, to the
extent any exculpatory or indemnification provision includes indemnification for
liabilities arising under the Securities Act of 1933, it is the opinion of the
SEC that this indemnification is contrary to public policy and, therefore,
unenforceable.
The
Company is currently a reporting company under the Securities Exchange Act of
1934 (the “Act’). Section 16(a) of the Act requires that officers and
directors, and persons who beneficially own more than 10 percent of a registered
class of equity securities of the Company, file certain reports of ownership and
changes in ownership with the SEC. Officers, directors, and greater than 10
percent stockholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file.
The
Solicitor does not know of any other business that will be presented for
consideration at the Special Meeting. However, if any other business
should come before the Special Meeting, the Solicitor will have discretion to
act in accordance with its best judgment to the extent of proxies he possesses
directly or indirectly.
The
undersigned stockholder of Reliability Incorporated, a Texas corporation, hereby
acknowledges receipt of the Notice of 2008 Special Meeting of Stockholders and
Proxy Statement and hereby appoints Jay Gottlieb and Gregg Schneider as proxies,
each with the power to appoint his or her substitute, and hereby authorizes each
of them to represent and to vote, as designated below, all the shares of the
Common Stock of Reliability Incorporated held of record by the undersigned on
September 16, 2008 at the adjourned Special Meeting of Stockholders to be held
November 14, 2008.
This
proxy when properly executed will be voted in the manner directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
each director nominee named in Proposal 1.
[Continued
and to be signed on the reverse side.]
Address
Change/Comments (Mark the corresponding box on the reverse side)
The
Solicitor of this proxy recommends a vote FOR
Proposal 1.
Please
Mark
Here
for Address
Change
or
Comments
o
SEE
REVERSE SIDE
1.
To
elect the following directors to serve for a term of one year and until
their successors are elected and qualified:
01
Jay Gottlieb
02
Michael Pearce
03
Gregg Schneider
04
Joshua Krom
05
Ron Gutterson
FOR
ALL
o
WITHHOLD
FOR
ALL
o
*EXCEPTIONS
o
(INSTRUCTIONS:
To withhold authority to vote for any individual nominee, mark the
“Exceptions” box above and write that nominee’s name in the space provided
below.)
*Exceptions
2.
The
Solicitor recommends a vote FOR the nominees listed in Proposal 1.
This proxy, when properly executed, will be voted as specified above. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE DIRECTOR
NOMINEES LISTED IN PROPOSAL 1.
o
I
plan to attend the 2008 Special Meeting of
Stockholders.
PLEASE
RETURN YOUR EXECUTED PROXY TO
JAY
GOTTLIEB IN THE
ENCLOSED
SELF-ADDRESSED, POSTAGE PREPAID
ENVELOPE
Signature
Signature
Dated:
November
,
, 2008
Signature:
Please
Print Name:
Address:
Telephone:
(
)
-
Number of
Common Shares Beneficially Owned As of September 16, 2008 Record Date:
____________
* Please
execute, fill in your telephone number, include the number of common shares in
the Company you beneficially own and date, returning in the attached
pre-addressed envelope.
NOTE:
Please date this Proxy and sign it exactly as your name or names appear above.
When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please give full title
as such. If shares are held by a corporation, please sign in full corporate name
by the President or other authorized officer. If shares are held by a
partnership, please sign in partnership name by an authorized
person.
FOLD
AND DETACH HERE
Dates Referenced Herein and Documents Incorporated by Reference