Xxxxxxxx. STATE OF WASHINGTON ) ) ss.: COUNTY OF SPOKANE ) On the 17th day of November, 2005, before me personally appeared Xxxxx X. Xxxxxxxx, to me known to be a Senior Vice President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. On the 17th day of November, 2005, before me, a Notary Public in and for the State and County aforesaid, personally appeared Xxxxx X. Xxxxxxxx, known to me to be a Senior Vice President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing instrument and acknowledged to me that such Corporation executed the same.
Xxxxxxxx xxccessor individual trustee and, together with Citibank, N.A., the "Secured Trustees") as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Secured Trustees in respect of such security (which indenture and all indentures supplemental thereto, including the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, are hereinafter collectively called the "Secured Indenture"). As provided in the Secured Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided. The bonds represented by this certificate are part of a Series designated "Collateral Bonds," herein called Collateral Bonds, created by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, as provided for in the Secured Indenture. With the consent of the Company and to the extent permitted by and as provided in the Secured Indenture and the Senior Indenture, the rights and obligations of the Company and/or the rights of the holders of the Collateral Bonds of the Thirty-second Series and/or the terms and provisions of the Secured Indenture may be modified or altered by such affirmative vote or votes of the holders of the Related Notes then outstanding as are specified in the Senior Indenture. The Collateral Bonds shall be redeemed if and to the extent Related Notes are redeemed, as provided in the Senior Indenture with respect to the Related Notes and in the Related Notes. In case an event of default as defined in the Secured Indenture or the Senior Indenture shall occur, the principal of the Collateral Bonds may become or be declared due and payable in the manner, with the effect, and subject to the conditions provided in the Secured Indenture and the Senior Indenture.
Xxxxxxxx. Attest --------------------------------- Date: ----------------------------------- Group Annuity Contract providing for contributions on account of Participants. Annual determination of participation in divisible surplus. All subject to the provisions of this contract. NOTICE -- ALL CONTRACTUAL VALUES OR PAYMENTS PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT RESULTS OF A PRUDENTIAL SEPARATE ACCOUNT DESCRIBED IN THIS CONTRACT, ARE VARIABLE, SUBJECT TO CHANGE BOTH UP AND DOWN, AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. GVA-120-87 (10/11) 19081 TABLE OF CONTENTS PROVISION Serial Page
Xxxxxxxx. Title: Chief Executive Officer and President DTS LLC By: DTS, Inc. Its: Manager By: /s/ XXX X. XXXXXXXX
Xxxxxxxx. Title: Chairman and Chief Executive Officer STOCKHOLDERS: /s/ XXXXXX X.X. XXXX XXXXXX X.X. XXXX /s/ XXXXXX XXXX XXXXXX XXXX XXXXXX XXXX FAMILY TRUST /s/ XXXXXX X. X. XXXX By: Xxxxxx X. X. Xxxx Co-Trustee /s/ XXXXXX XXXX By: Xxxxxx Xxxx Co-Trustee XXXXXX AND XXXXXX XXXX FAMILY FOUNDATION By: /s/ XXXXXX X. X. XXXX Name: Xxxxxx X. X. Xxxx Title: President Name and Address of Stockholder Number of Outstanding Shares of Common Stock Owned of Record Number of Shares Under Options for Common Stock Other Shares Beneficially Owned Xx. Xxxxxx X. X. Xxxx 352,790 271,250 0 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000 The Xxxxxx and Xxxxxx Xxxx Family Foundation 40,000 0 0 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000 Xxxxxx Xxxx Family Trust 2,519,566 0 0 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000 EXHIBIT B IRREVOCABLE PROXY Each undersigned stockholder (each, a "Stockholder" and collectively, the "Stockholders") of SRS Labs, Inc., a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints DTS, Inc., a Delaware corporation ("Parent"), the directors on the Board of Directors of Parent, and any other designee of Parent, and each of them, as the sole and exclusive attorneys and proxies of such Stockholder, with full power of substitution and resubstitution, to vote, act by written consent and exercise all voting and related rights (to the full extent that such Stockholder is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by such Stockholder, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Subject Shares") in accordance with the terms of this Irrevocable Proxy until the Expiration Date (as defined below). Upon such Stockholder's execution of this Irrevocable Proxy, any and all prior proxies given by such Stockholder with respect to such Stockholder's Subject Shares are hereby revoked and such Stockholder agrees not to grant any subsequent proxies with respect to the Subject Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable to the fullest extent permitted by law, is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and among Parent and the Stockholders (the "Voting Agreement"), and is granted in consideration of Parent entering into that certain...
Xxxxxxxx with a copy to (which copy shall not constitute notice): DLA Piper LLP (US) 0000 Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxx, XX 00000 Telecopy: (000) 000-0000 Attention: Xxxxxxx Xxxxxxx if to any of the Stockholders: Xxxxxx X. X. Xxxx c/o SRS Labs, Inc. 0000 Xxxxxxx Xxxxxx Xxxxx Xxx, XX 00000 Telecopy: (000) 000-0000 with a copy to (which copy shall not constitute notice): Xxxx Xxxxxxxx LLP 0000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxxx Xxx Xxxxx, XX 00000 Telecopy: (000) 000-0000 Attention: Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxx