EXHIBIT 2
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made as of
the 12th day of August, 2007, by and among General Atlantic Partners 84, L.P.,
a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited
liability company, GAP Coinvestments IV, LLC, a Delaware limited liability
company, GapStar, LLC, a Delaware limited liability company, GAPCO GmbH & Co.
KG, a German limited partnership, and GAP Coinvestments CDA, L.P., a Delaware
limited partnership (collectively, the "PURCHASERS") on the one hand, and Alsen
Investments Ltd., a British Virgin Islands business company (the "SELLER").
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF SHARES. Subject to the terms and
conditions of this Agreement, each of the Purchasers hereby agrees to purchase
from the Seller, and the Seller hereby agrees to sell to the Purchasers,
936,140 shares (collectively, the "SHARES") of the common stock, par value
$0.001 per share ("COMMON STOCK"), of MercadoLibre Inc. (the "COMPANY") with
each Purchaser purchasing that number of Shares from the Seller as set forth
opposite each such Purchaser's name on SCHEDULE A, in exchange for a purchase
price per share of $18.00 (the "PURCHASE PRICE").
1.1 CLOSING. The purchase and sale of the Shares shall take
place at the offices of Xxxxxxxxx Xxxxxxx, 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx
0000, Xx. Xxxxxxxxxx, XX 00000 at 10:00 A.M. New York time, concurrently with
the closing of the Company's initial public offering of Common Stock (the
"IPO") as contemplated by the Company's Registration Statement on Form S-1
(Registration Number 333-142880) filed with the Securities and Exchange
Commission (the "COMMISSION") on May 11, 2007 (as amended through the date of
Closing (as hereinafter defined), the "REGISTRATION STATEMENT"), or at such
other time and place as the Seller and the Purchasers agree upon in writing
(which time and place are designated as the "CLOSING"); PROVIDED, HOWEVER, that
in no event shall the Closing be later than the closing of the IPO unless the
Seller is unable to comply with its obligations set forth in Section 1.1(a) of
this Agreement, after using commercially reasonable efforts, in which case (i)
the Closing shall occur as promptly as practicable after the closing of the IPO
and (ii) any such failure or inability by the Seller to comply with its
obligations under Section 1.1(a) shall not be deemed to be a breach of this
Agreement by Seller. At the Closing:
(a) The Seller shall take all necessary action to
cause the Company to deliver to each Purchaser a stock certificate registered
in the name of such Purchaser representing the number of Shares being purchased
by each Purchaser hereunder; and
(b) The Purchasers shall pay to the Seller the
aggregate Purchase Price set forth on SCHEDULE A (with each Purchaser paying
the Purchase Price set forth opposite such Purchaser's name) by wire transfer
of immediately available funds to the wire instructions of the Seller delivered
by the Seller to the Purchasers in writing prior to the Closing.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Seller
hereby represents and warrants to the Purchasers that as of the date of this
Agreement and as of the Closing:
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2.1 OWNERSHIP OF STOCK. Except as set forth in that certain
Second Amended and Restated Stockholders' Agreement dated as of September 24,
2001 by and among the Company and the stockholders named therein, which shall
terminate upon the closing of the Company's IPO, the Seller owns all right,
title and interest (legal and beneficial) in and to all of the shares of
capital stock of the Company listed on SCHEDULE A hereto free and clear of all
liens, including without limitation any lien, pledge, claim, security interest,
encumbrance, mortgage, assessment, charge, restriction or limitation of any
kind, whether arising by agreement, operation of law or otherwise). Upon
delivery and payment for the Shares sold by the Seller, the Purchasers shall
acquire valid and unencumbered title to such Shares. The Seller is not indebted
to the Company and no amount is recorded on the books of the Company as being
payable to the Company from the Seller. No person has any agreement, option,
understanding or commitment (oral or in writing) with the Seller, or any right
or privilege capable of becoming an agreement, option or commitment, for the
purchase or acquisition from the Seller of any of the Shares.
2.2 NO CONTRAVENTION. The consummation of the transactions
herein contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Seller is a party or by which the Seller is bound or to
which any of the property or assets of the Seller is subject.
2.3 AUTHORIZATION; ENFORCEABILITY. The Seller has the power
and authority to enter into this Agreement and this Agreement has been executed
and delivered by the Seller and constitutes a legally binding obligation of the
Seller, enforceable in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors' rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies and (iii) as rights to indemnity
may be limited under federal or state securities law or principals of public
policy thereunder.
2.4 CONSENTS. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with,
any foreign, state or local governmental authority or other party on the part
of the Seller is required in connection with the execution of this Agreement or
the transactions contemplated hereby, except those that may be required under
applicable state or federal securities laws.
2.5 RECEIPT OF INFORMATION. The Seller hereby acknowledges
that it has not relied on the Purchasers in making its divestment decision to
sell the Shares.
2.6 PRIVATE OFFERING. No registration of the Shares,
pursuant to the provisions of the Securities Act of 1933, as amended (the
"SECURITIES ACT") or any state securities or "blue sky" laws, will be required
by the offer, sale or issuance of the Shares. The Seller agrees that neither
it, nor anyone acting on its behalf, shall offer to sell the Shares or any
other securities of the Company so as to require the registration of the Shares
pursuant to the provisions of the Securities Act or any state securities or
"blue sky" laws.
3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each of the
Purchasers, jointly and severally, hereby represents and warrants to the Seller
that as of the date of this Agreement and as of the Closing:
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3.1 NO CONTRAVENTION. The consummation of the transactions
herein contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which any Purchaser is a party or by which any Purchaser is bound
or to which any of the property or assets of any Purchaser is subject.
3.2 AUTHORIZATION; ENFORCEABILITY. Each Purchaser has the
power and authority to enter into this Agreement, and this Agreement has been
executed and delivered by each Purchaser and constitutes a legally binding
obligation of each Purchaser, enforceable in accordance with its terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of
creditors' rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies and (iii) as rights to indemnity may be limited under federal or state
securities law or principals of public policy thereunder.
3.3 CONSENTS. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with,
any foreign, state or local governmental authority or other party on the part
of such Purchaser is required in connection with the execution of this
Agreement and the consummation of the transactions contemplated hereby, except
those that may be required under applicable state or federal securities laws.
3.4 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is
made with such Purchaser in reliance upon the Purchaser's representation to the
Seller, which by the Purchaser's execution of this Agreement such Purchaser
hereby confirms, that the Shares to be received by the Purchaser will be
acquired for investment for the Purchaser's own account, not as a nominee or
agent, and not with a view to the distribution of any part thereof, and that
the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Agreement, such
Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant participations to such person or to any third person, with respect to any
of the Shares.
3.5 INVESTMENT EXPERIENCE. Such Purchaser is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of this investment and can
bear the complete loss of such investment, and has such knowledge and
experience in financial or business matters that it is capable of evaluating
the merits and risks of the investment in the Shares to be purchased hereunder.
3.6 ACCREDITED INVESTOR. Such Purchaser is an "accredited
investor" within the meaning of the SEC Rule 501 of Regulation D promulgated
under the Securities Act.
3.7 RESTRICTED SECURITIES. Such Purchaser understands that
(i) the Shares are "restricted securities" (as defined in Rule 144(a)(3) of the
Securities Act), (ii) the Shares are not registered on the date hereof and will
not be registered at the time of their sale under the Securities Act for the
reason that the sale provided for in this Agreement is exempt pursuant to
Section 4(1) of the Securities Act and that the reliance of the Seller and the
Purchasers on such exemption is predicated on the Purchasers' representations
set forth herein and (iii) any subsequent transfer of the Shares by such
Purchaser is subject to certain restrictions and conditions (as set forth in
the legends contained on the certificates evidencing the Shares) including
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compliance with the Securities Act. Such Purchaser agrees to the imprinting of
a legend on certificates representing all of its Shares to the following
effect:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
3.8 DUE DILIGENCE. Each Purchaser acknowledges that it has
conducted its own investigation of the Company based on information contained
in the Registration Statement and other information it has deemed necessary to
make an informed decision concerning its investment in the Shares.
Notwithstanding the foregoing, each Purchaser has relied solely upon its own
independent investigation and due diligence and the Seller's representations
contained in Section 2 in making its decision to acquire the Shares. Except for
Seller's representations contained in Section 2 and as otherwise expressly
provided herein, each Purchaser acknowledges and agrees that (i) no information
has been supplied or made available by or on behalf of the Seller and (ii) no
representations, whether written or oral, have been made by or on behalf of the
Seller or its agents or representatives in order to induce such Purchaser to
enter into this Agreement.
4. CONDITIONS OF PURCHASERS' OBLIGATIONS AT CLOSING. The
obligations of the Purchasers under Section 1 and Section 1.1 of this Agreement
are subject to the fulfillment on or before the Closing of each of the
following conditions:
4.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Seller contained in Section 2 shall be true and correct on
and as of the Closing with the same effect as though such representations and
warranties had been made on and as of the date of the Closing.
4.2 PERFORMANCE. The Seller shall have performed and
complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the Closing.
4.3 IPO. The Company's Registration Statement shall have
been declared effective by the Commission, the Registration Statement shall
remain effective, no stop order shall have been issued by the Commission
against the Registration Statement and the Company shall have, concurrently
with the Closing, consummated the IPO.
5. CONDITIONS OF SELLERS' AND COMPANY'S OBLIGATIONS AT CLOSING.
The obligations of the Seller under Section 1 and Section 1.1 of this Agreement
are subject to the fulfillment on or before the Closing of each of the
following conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of each of the Purchasers contained in Section 3 of this Agreement
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shall be true and correct on and as of the Closing with the same effect as
though such representations and warranties had been made on and as of the date
of the Closing.
5.2 PAYMENT OF PURCHASE PRICE. The Purchasers shall have
paid the aggregate Purchase Price for the Shares to be purchased by such
Purchaser.
5.3 IPO. The Company's Registration Statement shall have
been declared effective by the Commission, the Registration Statement shall
remain effective, no stop order shall have been issued by the Commission
against the Registration Statement and the Company shall have, concurrently
with the Closing, consummated the IPO.
5.4 PERFORMANCE. Each Purchaser shall have performed and
complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the Closing.
6. TERMINATION OF THE AGREEMENT.
6.1 TERMINATION. This Agreement may only be terminated
prior to the Closing at any time on or prior to the Closing, by mutual written
consent of the parties hereto; PROVIDED, HOWEVER, that this Agreement shall not
be terminated unless the underwriting agreement entered into by the Company in
connection with the IPO is terminated prior to the closing of the IPO. If this
Agreement so terminates, it shall become null and void and have no further
force or effect.
7. MISCELLANEOUS.
7.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any Shares). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
7.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of New York.
7.3 CONSENT TO JURISDICTION. Each of the parties hereto
consent to be subject to the jurisdiction of the United States District Court
for the Southern District of New York and in the absence of such federal
jurisdiction, the parties consent to be subject to the jurisdiction of the
courts of the State of New York, with respect to any claim or cause of action
arising under or relating to this Agreement, and waives personal service of any
and all process upon it. Each of the parties hereto hereby expressly submits to
the personal jurisdiction and venue of such courts as provided above and each
waives any objection based on forum non conveniens and waives any objection to
venue of any action instituted hereunder.
7.4 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signature
pages shall be accepted as originals for all purposes hereof.
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7.5 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.6 NOTICES. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by
confirmed electronic mail or facsimile if sent during normal business hours of
the recipient; if not, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) two (2) days after deposit with an internationally
recognized overnight courier, specifying next or second day delivery, with
written verification of receipt. All communications shall be sent to the
respective parties at the addresses set forth on SCHEDULE B attached hereto (or
at such other addresses as shall be specified by notice given in accordance
with this Section 7.6).
7.7 FINDER'S FEE. Each party represents that it neither is
nor will be obligated for any finders' fee or commission in connection with
this transaction. The Purchasers, jointly and severally, agree to indemnify and
to hold harmless the Seller from any liability for any commission or
compensation in the nature of a finders' fee (and the costs and expenses of
defending against such liability or asserted liability) for which any Purchaser
or any of its officers, employees or representatives is responsible. The Seller
agrees to indemnify and hold harmless the Purchasers from any liability for any
commission or compensation in the nature of a finders' fee (and the costs and
expenses of defending against such liability or asserted liability) for which
the Seller or any of its officers, employees or representatives is responsible.
7.8 SELLER INDEMNIFICATION.
(a) Seller assumes liability for and agrees to
indemnify, defend and hold harmless each Purchaser and its officers, directors,
shareholders, partners, managers, members, employees, agents and affiliates
(collectively, "PURCHASER INDEMNIFIED PERSONS") from and against all actual
direct or indirect losses, claims, damages, liabilities, obligations, fines,
penalties, judgments, settlements, costs, expenses and disbursements (including
reasonable attorney's fees and expenses to the extent that reasonably detailed
documentation evidencing such fees is provided in a timely manner)
(collectively, "LOSSES") (i) arising solely out of or related to any breach or
inaccuracy of any of its representations or warranties contained in this
Agreement; or (ii) any non-fulfillment or breach of any of its covenants or
agreements contained in this Agreement; PROVIDED, HOWEVER, that such Losses
shall not include any special, punitive, incidental or consequential damages,
or any damages in respect of loss profits or diminution in value.
(b) The Seller agrees to reimburse each Purchaser
Indemnified Person promptly for all Losses as they are incurred by such
Purchaser Indemnified Person to the extent that such Loss must be indemnified
by the Seller pursuant to Section 7.8(a).
(c) All claims made by a Purchaser Indemnified
Person hereunder (a "PURCHASER CLAIM") shall be made promptly (but in no event
later than 7 days after the action involving such Purchaser Claim occurs) in
writing in a notice (a "PURCHASER CLAIM NOTICE") sent to the Seller, stating
the reasons for the claim and the amount to be indemnified against, if it may
be determined or an estimation thereof (which amount shall not be conclusive of
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the final amount of the Purchaser Claim). Absent any objection notified by the
Seller to the Purchaser Indemnified Person within twenty (20) days of the
receipt by it of a Purchaser Claim Notice, the related indemnification shall
become due. If, on the other hand, the Seller provides notice of its objection
to the Purchaser Claim Notice within such twenty (20) day period, and the
dispute cannot be settled amicably, the Purchaser Claim shall be resolved by
litigation in an appropriate court of competent jurisdiction.
7.9 PURCHASERS' INDEMNIFICATION. (a) Each Purchaser,
jointly and severally, assumes liability for and agrees to indemnify, defend
and hold harmless the Seller and its officers, directors, shareholders,
partners, managers, members, employees, agents and affiliates (collectively,
"SELLER INDEMNIFIED Persons") from and against all Losses (i) arising solely
out of or related to any breach or inaccuracy of any of their representations
or warranties contained in this Agreement; or (ii) any non-fulfillment or
breach of any of their covenants or agreements contained in this Agreement;
PROVIDED, HOWEVER, that such Losses shall not include any special, punitive,
incidental or consequential damages, or any damages in respect of loss profits
or diminution in value.
(b) Each Purchaser agrees to reimburse each Seller
Indemnified Person promptly for all Losses as they are incurred by such Seller
Indemnified Person to the extent that such Loss must be indemnified by the
Purchasers pursuant to Section 7.9(a). The obligations of each Purchaser to
each Seller Indemnified Person under this section shall be separate and
distinct obligations from each other Purchaser.
(c) All claims made by a Seller Indemnified Person
hereunder (a "SELLER CLAIM") shall be made promptly (but in no event later than
7 days after the action involving such Seller Claim occurs) in writing in a
notice (a "SELLER CLAIM NOTICE") sent to the applicable Purchaser, stating the
reasons for the claim and the amount to be indemnified against, if it may be
determined or an estimation thereof (which amount shall not be conclusive of
the final amount of the Seller Claim). Absent any objection notified by the
Purchaser to the Seller Indemnified Person within twenty (20) days of the
receipt by them of a Seller Claim Notice, the related indemnification shall
become due. If, on the other hand, the Purchaser provides notice of its
objection to the Seller Claim Notice within such twenty (20) day period, and
the dispute cannot be settled amicably, the Seller Claim shall be resolved by
litigation in an appropriate court of competent jurisdiction.
7.10 LIMITATION OF LIABILITY.
(a) Notwithstanding any of the terms or provisions
of this Agreement, the Seller's total liability for any Losses pursuant to this
Agreement shall not in any event exceed, in the aggregate, the Purchase Price.
(b) The obligations of the parties to provide
indemnification (including, without limitation, indemnification pursuant to
Section 7.7) hereunder shall expire six months from the Closing, except that
the Seller's indemnification obligation with respect to a breach of any
representation or warranty contained in Section 2.1 shall expire one year from
the Closing.
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7.11 AMENDMENTS AND WAIVERS. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of (i) the Seller and (ii) the
Purchasers. Any amendment or waiver effected in accordance with this section
shall be binding upon each holder of any Shares purchased under this Agreement
at the time outstanding, each future holder of all such Shares and the Seller.
7.12 SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
7.13
ENTIRE AGREEMENT. This Agreement and the documents
referred to herein constitute the entire agreement among the parties and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein or therein.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
ALSEN INVESTMENTS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
GENERAL ATLANTIC PARTNERS 84, L.P.
By: General Atlantic LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
GAPSTAR, LLC
By: General Atlantic LLC,
its sole member
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
GAP COINVESTMENTS III, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
GAP COINVESTMENTS IV, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
GAPCO GMBH & CO. KG
By: GAPCO Management GmbH,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Procuration Oficer
GAP COINVESTMENTS CDA, L.P.
By: General Atlantic LLC,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
SCHEDULE A
SCHEDULE OF PURCHASED SHARES
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PURCHASER SHARES PURCHASE PRICE
--------------------------------------------------------------------------------
General Atlantic Partners 84, L.P. 863,603 $ 15,544,854.00
GapStar, LLC 11,190 201,420.00
GAPCO GmbH & Co. KG 2,059 37,062.00
GAP Coinvestments CDA, L.P. 932 16,776.00
GAP Coinvestments III, LLC 48,229 868,122.00
GAP Coinvestments IV, LLC 10,127 182,286.00
--------------------------------------------------------------------------------
TOTAL 936,140 $16,850,520.00
SCHEDULE B
NOTICES
IF TO ANY OF THE PURCHASERS:
c/o General Atlantic Service Company, LLC
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxxxxxxx X. Xxxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxx, Esq
IF TO THE SELLER:
Alsen Investments Ltd.
c/o Onslow Capital Management
00 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx X0X 0XX
Xxxxxxx
Fax: (00) 00 00 00 0000
Attention: Xxxxxxx Xxxxxxxx
with a copy to:
Xxxxxxxxx Traurig
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xx. Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxx, Esq.
