AMRX Amneal Pharmaceuticals Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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13D

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1	The percentage of ownership of the Class A Common Stock by the Reporting Person presented in this Statement is based on 308,554,228 shares of Class A Common Stock outstanding as of March 11, 2024, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on March 22, 2024.

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This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed with the SEC on July 9, 2018 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 4, the “Schedule 13D”), by the Reporting Person relating to Class A Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D.

The disclosure in Item 4 is hereby amended and supplemented by adding the following:

On April 3, 2024, the Reporting Person caused a trust controlled by the Reporting Person (the “Trust”) to contribute, without consideration, 53,578,209 shares of Class A Common Stock to TI SIE 2, LLC, a Delaware limited liability company (“TI SIE 2”).  The Trust is the sole member of TI SIE 2.  The purpose of these transactions was to facilitate the transactions described in Item 6 below.

The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:

(a) – (b)

  

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Class A Common Stock as to which the Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, as of the date hereof, based on 308,554,228 shares of Class A Common Stock outstanding as of March 11, 2024, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on March 22, 2024:

The Reporting Person may be deemed to beneficially own 53,578,209 shares of Class A Common Stock held of record by TI SIE 2.

(c)  The information set forth in Item 4 of this Amendment No. 4 is incorporated by reference herein.

(d)  None.

(e)  Not applicable.

 

The disclosure in Item 6 is hereby amended and supplemented by adding the following:

CUSIP No. 03168L105

13D

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13D

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	/s/ Tushar Patel
	Tushar Patel

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “Security Agreement”) is entered into as of May 9, 2024, by and among Citibank, N.A., as collateral agent (“Collateral Agent”) for Citibank, N.A. (the “Relevant Lender”) and any Agented Lender and TI SIE 2, LLC, a Delaware limited liability company, as pledgor (“Pledgor”).

Reference is made herein to that certain Margin Loan Agreement of even date herewith among Pledgor, as Borrower, the several Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, and Citibank, N.A., as Calculation Agent (as such may be amended, modified, supplemented or restated from time to time, the “Margin Loan Agreement”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Margin Loan Agreement.

2.     Collateral. The security interest granted hereunder to Collateral Agent is in all of Pledgor’s right, title and interest in and to, or otherwise with respect to, the following property and assets whether now owned or existing or hereafter owned, acquired or arising and regardless of where located (collectively, the “Collateral”):

 (a)  (i) the Collateral Shares (or security entitlements in respect thereof) (the “Relevant Collateral Shares”); (ii) all dividends, shares, securities, cash, instruments, moneys or property (A) representing a dividend, distribution or return of capital in respect of any of the Relevant Collateral Shares (including, without limitation, any Extraordinary Distribution thereon) or other property described in this definition, (B) resulting from a split-up (including, without limitation, a Split-off), revision, reclassification, recapitalization or other similar change with respect to any of the Relevant Collateral Shares or other property described in this definition, (C) otherwise received in exchange for or converted from any of the Relevant Collateral Shares or other property described in this definition and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Relevant Collateral Shares or other property described in this definition or (D) in connection with a Spin-off; and (iii) in the event of any Merger Event in which Issuer is not the surviving entity, all shares of each class of the capital stock of the successor entity formed by or resulting from such Merger Event and any other consideration that is exchanged for the Relevant Collateral Shares or into which the Relevant Collateral Shares are converted;

(v)  to a Person that is an Affiliate of Issuer prior to such sale, transfer or other disposition so long as the number of Collateral Shares, or Shares that are collateral or other security for any other transaction to which Collateral Agent or any Affiliate thereof is party, sold, transferred or otherwise disposed of to such Person (in any manner at any time, in one transaction or a series of transactions, whether by Collateral Agent or any other Lender) does not in the aggregate exceed 9.0% of the outstanding Shares;

(vi)  to Issuer or any Subsidiary thereof; or

(vii)  to Pledgor or an Affiliate thereof;

“Section 13(d)” means Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

             (b)  Ownership Provision.

(i)  Notwithstanding any other provision of the Margin Loan Documentation to the contrary, in no event shall Collateral Agent, the Relevant Lender or any Agented Lender be entitled to acquire, receive, vote or exercise any other rights of a secured party in respect of any Collateral Shares to the extent (but only to the extent) that immediately upon giving effect to such acquisition, receipt or exercise of such rights:

(A)  the Beneficial Ownership by any Collateral Agent Person or any Lender Person of Shares would be equal to or greater than 9.0% of the number of the total outstanding Shares; or

(B)  any Collateral Agent Person or any Lender Person under any federal, state or local laws, rules, regulations or regulatory orders or any provisions of the Organization Documents of Issuer or any agreement to which Pledgor or any Affiliate thereof or Issuer is a party, in each case, (x) applicable to ownership of Shares and (y) as to which Collateral Agent has delivered irrevocable written notice to Pledgor of its election for this clause (B) to apply (“Applicable Restrictions”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to: (i) the number of Shares that would give rise to any reporting or registration obligation or other requirement (including obtaining prior approval by any Person or entity) of such Collateral Agent Person or such Lender Person, as applicable, or would result in an adverse effect on such Collateral Agent Person or such Lender Person, as applicable, under any Applicable Restriction, as determined by Collateral Agent in its reasonable discretion, in each case minus (ii) 1.0% of the number of the total outstanding Shares (each of paragraphs (A) and (B) above, an “Ownership Limitation”).

(ii)  The inability of Collateral Agent, the Relevant Lender or any Agented Lender to acquire, receive or exercise rights with respect to any Collateral Shares as provided above at any time as a result of an Ownership Limitation shall not preclude Collateral Agent, the Relevant Lender or any Agented Lender from taking such action at a later time when no such Ownership Limitation is then existing or would result under this provision. Notwithstanding any other provision of the Margin Loan Documentation to the contrary, each Collateral Agent Person and each Lender Person shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Collateral Shares that Collateral Agent, the Relevant Lender or such Agented Lender, as the case may be, is not entitled to acquire or receive, or exercise any other rights of a secured party in respect of, at any time pursuant to this Ownership Provision, until such time as Collateral Agent, the Relevant Lender or such Agented Lender, as the case may be, is not prohibited from acquiring, receiving or exercising such rights in respect thereof under this Ownership Provision, and any such acquisition, receipt or exercise of such rights shall be void and have no effect to the extent (but only to the extent) that Collateral Agent, the Relevant Lender or such Agented Lender, as the case may be, is so prohibited.

(c)  Bust-up Provision. Notwithstanding any other provision of the Margin Loan Documentation to the contrary, any sale, transfer or other disposition of Relevant Collateral Shares by Collateral Agent must be a Qualifying Disposition.

(a)  Upon an acceleration of the Total Accrued Loan Amount as permitted by Section 7.01 of the Margin Loan Agreement, subject to Section 7 hereof, Collateral Agent may: take control of Proceeds, including stock received as dividends or by reason of stock splits; release the Collateral in its possession to Pledgor, temporarily or otherwise; take control of funds generated by the Collateral, such as cash dividends, interest and proceeds, and use the same to reduce any part of the Secured Obligations and exercise all other rights that an owner of such Collateral may exercise; and at any time transfer any of the Collateral or evidence thereof into its own name or that of its nominee. Collateral Agent shall not be liable for failure to collect any account or instruments, or for any act or omission on the part of Collateral Agent, its officers, agents or employees, except for any act or omission arising out of their own willful misconduct, gross negligence or fraud. The foregoing rights and powers of Collateral Agent will be in addition to, and not a limitation upon, any rights and powers of Collateral Agent given by law, elsewhere in this Security Agreement, the other Margin Loan Documentation or otherwise.

(b)  Subject to Section 7 hereof, in addition to and not in lieu of the rights set forth in Section 9(a) above, upon an acceleration of the Total Accrued Loan Amount as permitted by Section 7.01 of the Margin Loan Agreement, Collateral Agent may, without notice of any kind, which Pledgor hereby expressly waives (except for any notice required under this Security Agreement or any other Margin Loan Documentation that may not be waived under applicable Law), at any time thereafter exercise and/or enforce any of the following rights and the remedies, at Collateral Agent’s option:

(i)  Deliver or cause to be delivered from the Collateral Account to itself or to an Affiliate, Relevant Collateral Shares (or security entitlements in respect thereof) and any other Collateral;

(ii)  Demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, and otherwise exercise all of Pledgor’s rights with respect to any and all of the Collateral, in its own name, in the name of Pledgor or otherwise; provided that Collateral Agent shall have no obligation to take any of the foregoing actions; and

(iii)  Sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places and at such time or times as Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, upon such terms and conditions as it deems advisable, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable Law and cannot be waived), and Collateral Agent may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale or at one or more private sales and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Pledgor. Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

(c)  Pledgor specifically understands and agrees that the number of Relevant Collateral Shares may be in excess of the volume of Shares that can be sold quickly on the Exchange and any sale by Collateral Agent of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by Collateral Agent at times and in manners that could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at different times or in different manners (including, without limitation, as a result of the provisions of Section 7 hereof), and Pledgor hereby releases Collateral Agent and its officers and representatives from and against any and all obligations and liabilities arising out of or related to the timing or manner of any such sale, to the extent permitted under applicable Law. Pledgor specifically understands and agrees that Collateral Agent does not have any obligation to sell the Relevant Collateral Shares pursuant to a “dribble out” or other program providing for the sales of small amounts of the Relevant Collateral Shares over time, on the Exchange or otherwise, and the Collateral Agent may (and will not be deemed to act commercially unreasonably on account of its decision to) sell all or any portion of the Relevant Collateral Shares immediately upon, or promptly following, an acceleration of the Total Accrued Loan Amount in accordance with Section 7.01 of the Margin Loan Agreement, without seeking strategic buyers or any control premium for the Relevant Collateral Shares, notwithstanding that such sale may result in a significant discount to the price of the Shares on the exchange on the date of foreclosure or any period of time thereafter or that could be obtained by seeking strategic buyers (and, for the avoidance of doubt, the Collateral Agent or its Affiliate may purchase (through a credit bid or otherwise) Relevant Collateral Shares itself following a customary book-build process, Pledgor agrees that any such sale following any such customary book-build process shall constitute a “public sale” for UCC purposes, and, in the event that any such sale following any such customary book-build process is determined, notwithstanding the foregoing agreement, not to constitute a “public sale” for UCC purposes, Pledgor waives Section 9-610(c) of the UCC to the extent inconsistent with the Collateral Agent or any of its Affiliates so purchasing in any such sale). Without limiting the generality of the foregoing, if, in the reasonable opinion of Collateral Agent, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, including without limitation, the Securities Act, Collateral Agent may offer and sell such Collateral in a transaction exempt from registration under the Securities Act and/or to Persons who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and any such sale made in good faith by Collateral Agent shall be deemed “commercially reasonable”. Furthermore, Pledgor acknowledges that any such restricted or private sales may be at prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions and agrees such sales shall not be considered to be not commercially reasonable solely because they are so conducted on a restricted or private basis. Pledgor further acknowledges that any specific disclaimer of any warranty of title or the like by Collateral Agent will not be considered to adversely affect the commercial reasonableness of any sale of Collateral. The parties hereto agree and acknowledge that the Relevant Collateral Shares are traded on a recognized market.

(d)  If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to this Section 9 are insufficient to cover the costs and expenses of such sale, collection or realization and the payment in full of the Secured Obligations, Collateral Agent may continue to enforce its remedies under this Security Agreement and the other Margin Loan Documentation to collect the deficiency.

(e)  Collateral Agent’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third Person, exercises reasonable care in the selection of the bailee or other third Person, and Collateral Agent need not otherwise preserve, protect, insure or care for any Collateral. Collateral Agent shall not be obligated to preserve any rights Pledgor may have against prior parties, to realize on the Collateral at all or in any particular manner or order, or to apply any cash proceeds of Collateral in any particular order of application.

(f)  If Collateral Agent shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 9 after an acceleration of the Total Accrued Loan Amount as permitted by Section 7.01 of the Margin Loan Agreement, Pledgor agrees that, upon request of Collateral Agent, Pledgor will, at its own expense:

(i)  execute and deliver, to any Person or Governmental Authority, as Collateral Agent may choose, any and all documents and writings that, in Collateral Agent’s reasonable judgment, may be required by any Governmental Authority located in any city, county, state or country where Pledgor or Issuer engages in business in order to permit the transfer of, or to more effectively or efficiently transfer, the Collateral or otherwise enforce Collateral Agent’s rights hereunder; and

(ii)  do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law.

(g)  Except as otherwise expressly provided in this Security Agreement, the proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other Cash held by Collateral Agent as Collateral, upon an acceleration of the Total Accrued Loan Amount as permitted by Section 7.01 of the Margin Loan Agreement, shall be applied by Collateral Agent in accordance with Section 2.11(c) of the Margin Loan Agreement.

(h)  Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 9 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 9 may be specifically enforced.

(a)  Successors and Assigns. The provisions of this Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) Pledgor may not assign or otherwise transfer any of its rights or obligations hereunder or under any other Margin Loan Documentation without the prior written consent of Collateral Agent (and any attempted assignment or transfer by Pledgor without such consent shall be null and void) and (ii) Collateral Agent may not assign or otherwise transfer its rights or obligations hereunder except in connection with an assignment by Lender under Section 9.07 or as otherwise contemplated in the Margin Loan Documentation. Nothing in this Security Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, the Perfection Parties and their respective successors and assigns permitted under the Margin Loan Agreement) any legal or equitable right, remedy or claim under or by reason of this Security Agreement.

(b)  No Waiver. No failure or delay by Collateral Agent in exercising any right or power hereunder or under any other Margin Loan Documentation shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of Collateral Agent hereunder and under any other Margin Loan Documentation are cumulative and are not exclusive of any rights or remedies that it would otherwise have. No waiver of any provision of any Margin Loan Documentation or consent to any departure by Pledgor therefrom shall in any event be effective unless the same shall be permitted by Section 9.01 and Section 9.03 of the Margin Loan Agreement, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Pledgor in any case shall entitle Pledgor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Collateral Agent to any other or further action in any circumstances without notice or demand. Without limiting the generality of the foregoing, the making of the Advance shall not be construed as a waiver of any Event of Default, regardless of whether the Relevant Lender, Collateral Agent or any Agented Lender may have had notice or knowledge of such Event of Default at the time.

(c)  Continuing Agreement; Release of Collateral. This Security Agreement shall constitute a continuing agreement and shall continue in effect until the Commitments have been terminated in full and the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have been paid in full, at which time the Collateral shall automatically be released from the Liens created hereby, and this Security Agreement and all obligations (other than those expressly stated to survive such termination) of Collateral Agent and Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Pledgor. At the request and sole expense of Pledgor following any such termination, Collateral Agent shall deliver to Pledgor any Collateral held by Collateral Agent hereunder and execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination, including notice to any securities intermediary terminating any applicable Control Agreement. No Collateral shall be released prior to the payment in full of the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), except as set forth in Section 2.06(d) of the Margin Loan Agreement or with the consent of the Collateral Agent. Notwithstanding the foregoing, if at any time, any payment in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise, the rights and obligations of the parties hereunder, and the Liens of Collateral Agent on the Collateral shall be automatically reinstated and Pledgor shall promptly deliver any documentation reasonably requested by Collateral Agent to evidence such reinstatement.

(d)  Definitions. Unless defined in the Margin Loan Agreement or the context indicates otherwise, definitions in the UCC apply to words and phrases in this Security Agreement; if UCC definitions conflict, Article 8 and/or 9 definitions apply.

(e)  Notice. Each notice to, or other communication with, any party hereunder shall be given to such party as provided under Section 9.02 of the Margin Loan Agreement.

(f)  Modifications. No provision hereof shall be modified or limited except pursuant to Section 9.01 of the Margin Loan Agreement. The provisions of this Security Agreement shall not be modified or limited by course of conduct or usage of trade.

(g)  Financing Statement. Pledgor hereby irrevocably authorizes Collateral Agent (or its designee) at any time and from time to time to file in any jurisdiction any financing or continuation statement and amendment thereto or any registration of charge, mortgage or otherwise, containing any information required under the UCC or the Law of any other applicable jurisdiction (in each case without the signature of Pledgor to the extent permitted by applicable Law), necessary or appropriate in the judgment of Collateral Agent to perfect or evidence its security interest in and lien on the Collateral. Pledgor agrees to provide to Collateral Agent (or its designees) any and all information required under the UCC or the Law of any other applicable jurisdiction for the effective filing of a financing statement and/or any amendment thereto or any registration of charge, mortgage or otherwise.

(h)  Counterparts; Integration; Effectiveness. This Security Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Security Agreement and the other Margin Loan Documentation constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. This Security Agreement shall become effective when it shall have been executed by Collateral Agent and when Collateral Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or electronic transmission shall be effective as delivery of an original executed counterpart of such signature page.

(i)  Severability. Any provision of this Security Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(j)  WAIVER OF MARSHALING. EACH OF PLEDGOR AND COLLATERAL AGENT ACKNOWLEDGES AND AGREES THAT IN EXERCISING ANY RIGHTS UNDER OR WITH RESPECT TO THE COLLATERAL HEREUNDER OR UNDER ANY OTHER SECURITY AGREEMENT: (A) COLLATERAL AGENT IS UNDER NO OBLIGATION TO MARSHAL ANY SUCH COLLATERAL; (B) COLLATERAL AGENT MAY, IN ITS ABSOLUTE DISCRETION, REALIZE UPON SUCH COLLATERAL IN ANY ORDER AND IN ANY MANNER IT SO ELECTS; AND (C) SHALL APPLY THE PROCEEDS OF ANY OR ALL OF SUCH COLLATERAL TO THE SECURED OBLIGATIONS IN ANY MANNER IT SO ELECTS. PLEDGOR WAIVES ANY RIGHT TO REQUIRE THE MARSHALING OF ANY SUCH COLLATERAL.

(k)  Governing Law; Submission to Jurisdiction. This Security Agreement constitutes “Margin Loan Documentation” entered into in connection with the Margin Loan Agreement. The provisions of Section 9.06 of the Margin Loan Agreement shall apply mutatis mutandis to this Security Agreement as if such provisions were fully set forth herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed by their duly authorized representatives as of the date first above written.

[Signature Page to Pledge and Security Agreement]

1. Delaware

EXHIBIT A

FORM OF UCC FINANCING STATEMENT

[Attached]

EXHIBIT B

INFORMATION WITH RESPECT TO PLEDGOR

Pledgor

Pledgor’s exact name (as it appears in the Pledgor’s Organization Documents):

TI SIE 2, LLC

Pledgor’s type of entity: Limited liability company

Pledgor’s state of organization: Delaware

Pledgor’s mailing address and place of business:

520 Newport Center Dr. 21^st Floor

Newport Beach, CA 92660

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