EXHIBIT 43
Restated Stockholders Agreement, dated September 10, 1997, between the Company,
Xxxxxx X. Xxxxxxxxx and Electronic Data Submission Systems, Inc.
RESTATED STOCKHOLDERS AGREEMENT
THIS AGREEMENT made and entered into this 10th day of September, 1997, by
and between XXXXXX X. XXXXXXXXX ("Xxxxxxxxx"), NATIONAL WIRELESS HOLDINGS INC.
("National"), a Delaware corporation, (Xxxxxxxxx and National are hereinafter
sometimes referred to individually as a "Shareholder" or collectively as
"Shareholders") and ELECTRONIC DATA SUBMISSION SYSTEMS, INC., a Delaware
corporation, (hereinafter referred to as the "Company").
RECITALS
The Shareholders are the beneficial owners and holders of record of all of
the issued and outstanding common voting stock of the Company. The individual
ownership of each Shareholder is set forth on Schedule X.
Xxxxxxxxx has delivered to National an Irrevocable Proxy (the "Proxy")
authorizing National to vote one (1) share of Xxxxxxxxx'x stock in the Company.
The Company and the Shareholders agree that it is desirable to amend
certain sections of the Shareholders Agreement and to restate it in its
entirety.
Electronic Data Submission Systems, Inc., a Colorado corporation ("EDSS
Colorado"), recently merged into the Company (the "Merger").
The Company, EDSS Colorado and the Shareholders are parties to a
Shareholders Agreement, dated as of July 25, 1996, as amended (the "Shareholders
Agreement").
The Company recently granted the numbers of bonus shares set forth on
Schedule B.
The Shareholders and the Company desire to provide for the effective
management of the Company by the Shareholders. The Shareholders in consideration
hereof desire to place certain restrictions on the right of a Shareholder to
sell or otherwise dispose of its shares and to allow their sale by a Shareholder
and purchase by the Company or other Shareholders upon the occurrence of certain
conditions.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
and conditions contained in this Agreement, the parties hereto mutually agree as
follows:
1. STOCK LEGEND. The following legends shall be endorsed upon each
certificate representing the shares prior to its delivery to the Shareholder:
The shares of stock represented by the within certificate are not
registered securities within the provisions of the Securities Act of 1933,
as
amended (the "Securities Act") and the transferability or resale of such
shares is restricted thereby.
The shares of capital stock which are evidenced by this certificate
may not be sold, transferred or otherwise disposed of by the registered
owner thereof except in accordance with and subject to the terms and
conditions of a Stockholders Agreement dated __________, 1997, by and among
Electronic Data Submission Systems, Inc., a Delaware corporation (the
"Company"), and the shareholders thereof, a copy of which Agreement is on
deposit with the Secretary of the Company.
2. GENERAL RESTRICTION ON TRANSFER. Without the prior approval of the
Company's Board of Directors, each Shareholder shall not sell, transfer or
otherwise dispose of all or any part of his or its shares in the Company except
in accordance with the provisions of this Agreement. Notwithstanding anything
in this Agreement to the contrary, a Shareholder may transfer some or all of his
or its shares in the Company to an "affiliate" (as hereinafter defined) without
the prior consent of the Company so long as the transferee agrees in writing to
be bound by the terms of this Agreement. For purposes of this Agreement,
"affiliate" shall mean as to an individual, any spouse, parent, sibling, or
child of such individual or any corporation, trust, partnership or limited
liability company controlled by such individual, or as to any corporation, any
corporation controlling such corporation, any corporation controlled by such
corporation, or any shareholder individually or group of shareholders
collectively in control of such corporation.
3. OPTIONAL REDEMPTION UPON DEATH OF XXXXXXXXX. Upon the death of
Xxxxxxxxx, Xxxxxxxxx'x estate may offer all, but not less than all, of the
shares owned by Xxxxxxxxx to the Company for redemption. If Xxxxxxxxx'x estate
so elects, the Company shall, if it is not prohibited by the General Corporation
Law of the State of Delaware (the "GCL"), any successor statute, or any other
applicable corporate law from doing so, have the option to redeem all, but not
less than all, of the shares owned by Xxxxxxxxx at the time the Company receives
written notice of his death (the "Death Date") at the prices set forth in
Section 6 hereof to be determined as of the Death Date. The Company shall have
the option to pay for such shares either in a lump sum within 90 days following
written notice to the Company of the Death Date or in installments as set forth
in Section 7.
4. COMPANY'S RIGHT OF FIRST REFUSAL. If any Shareholder desires to sell,
transfer or otherwise dispose of all or any part of the shares which he or it
then owns or if a Shareholder is required by law to transfer some or all of his
or its shares due to divorce, dissolution, liquidation, corporate
reorganization, bankruptcy or for any other reason, he or it shall first deliver
written notice thereof to the Company (the "Company Notice"), specifying the
number of shares which he or it desires or is required to dispose of, the name,
address, telephone number, and social security number of the proposed
transferee, the proposed price (if any), terms and all conditions of the
proposed sale, transfer or disposition, and the names of the shareholders or
beneficiaries of any proposed transferee which is a trust, estate, or
corporation (the "Third Party Offer"). Upon the delivery of such written notice
(the "Company Notice Date"), the Company shall, to the extent that it is
permitted to do so by the GCL, any successor statute, or any other applicable
corporate statute have the option (the
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"Company Option"), but shall not be required, to buy all or any part of the
shares owned by the Shareholder which he or it has specified in the Company
Notice are to be transferred at the price and on all of the terms and conditions
set forth in the Third-Party Offer. The Company shall give the selling
Shareholder written notice of its election to exercise the Company Option within
30 days of the Company Notice Date.
5. CONTINGENT OPTION OF REMAINING SHARES. If the Company is prohibited
by the GCL, any successor statute, or any other applicable corporate law from
buying any of the shares offered for sale to it by the Shareholder pursuant to
Sections 3 or 4 or if the Company elects not to buy any of the shares offered
for sale to it by the Shareholder pursuant to Section 4 of this Agreement, then
the other Shareholder will have the option to buy all, but not less than all, of
the shares which the Company is so prohibited from buying or so elects not to
buy, at the same price which the Company would have been required to pay for the
said shares pursuant to Section 3 or 4 of this Agreement. In the foregoing
events, the Company will, not later than 30 days from the Company Notice Date,
notify each of the Shareholders in writing thereof, specifying the number of
said shares which it is so prohibited from buying or has so elected not to buy
and the price which it would have been required to pay for the said shares
pursuant to Section 3 or 4 of this Agreement. The other Shareholder shall have
the option to purchase the shares within 30 days following the date on which the
Company delivers said written notice to the other Shareholder (the "Shareholder
Notice Date").
To the extent that neither the Company nor the other Shareholder elect to
exercise the aforesaid options, the offering Shareholder shall be entitled, for
an ensuing period of 30 days from and after the expiration of the option periods
provided hereinabove, to sell, transfer, or otherwise dispose of the shares
owned by the Shareholder so long as the transferee executes this Agreement and
agrees to be bound by all terms hereof; provided, however, that any such sale,
transfer, or disposition pursuant to the provisions of paragraph 4 hereof shall
be only upon the price, terms, conditions, and to the offeree stated in the
Third-Party Offer. If no such sale or other transfer is consummated within said
30-day period, the restrictions and options herein provided shall be restored
and shall continue in full force and effect. So long as these restrictions and
options remain in effect, the offering Shareholder and any transferee shall not
thereafter sell or otherwise transfer any shares in the Company without first
giving the Company and the other Shareholder, where required hereby, notice as
herein provided and otherwise complying with the foregoing provisions.
6. VALUATION OF SHARES. The price to be paid for any shares of stock of
the Company to be redeemed, sold and/or purchased pursuant to Section 3 of this
Agreement shall be determined as follows:
(a) During the balance of the calendar year 1997, the price shall be
$640.00 per share.
(b) On or before January 1, 1998, and on or before January 1 of each
subsequent year, Shareholders owning not less than eighty percent (80%) of the
Company's stock and the Company shall stipulate the agreed value of the shares
of stock to be effective during such calendar year. Such stipulation shall be
made, from time to time, by filing the
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following statement, signed by Shareholders owning not less than eighty percent
(80%) of the outstanding shares of the Company's stock, with the Secretary of
the Company;
"The value of each share of the common capital stock of Electronic
Data Submission Systems, Inc., for the year ________, for the purposes of
the Stockholders Agreement between the undersigned dated ___________, 1997,
shall be $_________ per share."
Appropriate adjustments in the stipulated value shall be made for any stock
dividends, stock splits, recapitalization or issuance by the Company of
additional outstanding shares occurring after the fixing of the last stipulated
value.
(c) In the event the parties fail to enter into the stipulation provided
in (b) above with respect to any year, the last previous stipulated value shall
be used except as hereinafter provided. If no stipulated value is entered into
for any year preceding the death of a Shareholder, the valuation of the shares
shall be fixed by a board of three (3) arbitrators selected as follows: The
surviving Shareholders (by vote weighted in proportion to their stock ownership)
and the representative of the estate of the deceased Shareholder shall each
select one third-party arbitrator, and the two so selected shall select one
third-party arbitrator, and the decision of a majority of the three arbitrators
with respect to the value of the shares shall be final and binding upon the
parties. The cost of arbitration shall be split equally between the surviving
Shareholders and the state of the deceased Shareholder. In determining the
value of the shares of stock, the arbitrators shall disregard: (i) discounts for
block sales, minority interest and lack of marketability, and (ii) the excess of
any insurance proceeds or claim arising out of insurance owned by the Company on
the life of the deceased Shareholder, over and above the cash surrender value
thereof at the date of death. The arbitrators shall first value the Company as
a whole on a going-concern basis and then determine the value of the shares then
outstanding, assuming that all stock options, stock warrants and convertible
stock or securities are exercised or converted, as the case may be, immediately
before calculation of the number of shares outstanding.
7. INSTALLMENT PAYMENTS. The Company or the acquiring Shareholder, as
the case may be, may elect to pay the purchase price for any shares acquired
hereunder in installments as follows:
(a) At least twenty percent (20%) of the purchase price, or, only in the
alternative in the event the shares are purchased pursuant to Section 3 above
and the Company receives proceeds of a key man life insurance policy that exceed
twenty percent (20%) of the purchase price, shall be paid in cash within ninety
(90) days after the relevant notice date;
(b) The balance of the purchase price shall be paid by delivery of the
Company's or the acquiring Shareholder's, as the case may be, promissory note in
an amount equal to said balance of the purchase price (the "Note"). The Note
shall bear interest commencing ninety (90) days after the relevant notice date
at a rate equal to the lowest rate then allowed to be charged under the Internal
Revenue Code without subjecting the recipient to imputed interest, but in no
event less than seven percent (7%) per annum. The term of
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the Note shall be for a period not greater than four (4) years from the date of
the Note. Principal and interest shall be amortized over the term of the Note
and payable in equal installments not less frequently than quarterly. The Note
shall contain customary provisions relating to default including but not limited
to reasonable attorneys' fees and acceleration. The maker of the Note shall
have the right to prepay all or part of the principal at any time without
penalty.
8. CONDITIONS PRECEDENT TO OBLIGATIONS. The Company's and the
Shareholders' rights and obligations under this Agreement are subject to the
following additional provisions:
(a) If any party to this Agreement elects to pay in installments for the
shares being purchased by it pursuant hereto, he, she or it shall have the right
at any time to prepay without penalty all or any portion of the unpaid principal
balance of installments plus interest accrued to the date of such payment.
(b) Properly endorsed certificates for the shares being sold by the
Shareholder or his estate, as the case may be, to the Company or the other
Shareholders pursuant to this Agreement, shall be delivered to the party buying
them by the seller not later than the date of the lump sum payment of the
purchase price therefor. If the party buying the shares elects to pay for them
in installments, the shares shall be placed in escrow with a mutually agreed
upon bank or person (the "Escrow Agent") prior to the date of payment of the
first installment of the purchase price therefor. The Escrow Agent shall hold
the shares as collateral for the installment payment obligations of the party
buying the shares and shall release the shares to the buying party upon payment
in full or to the selling party in the event of a default which is not cured
within thirty (30) days following notice of default. Upon placement of the
shares in escrow, the Shareholder or his estate, as the case may be, shall cease
to be a Shareholder of the Company with respect to such shares and the shares
shall not be voted while in escrow.
9. VOTING AGREEMENT.
9.1 IRREVOCABLE PROXY. The Proxy has been cancelled, and National
shall return the Proxy to Xxxxxxxxx.
9.2 ELECTION OF DIRECTORS.
a) If the Company's board of directors has three (3) members,
National shall nominate two (2) members and Xxxxxxxxx shall nominate (1)
member.
b) If the Company's board of directors has five (5) members,
National shall nominate three (3) members and Xxxxxxxxx shall nominate two
(2) members.
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c) National and Xxxxxxxxx shall each vote a sufficient number
of shares in favor of the other party's nominee(s) to assure that such
nominee(s) will be elected to the Company's board of directors.
10. CO-SALE RIGHTS.
10.1 CO-SALE RIGHTS. Except for any Permitted Transfer, no
Shareholder shall sell for value any shares representing more than 10% of the
then outstanding shares the Company without permitting the other Shareholders to
participate as a seller in such transaction (the "Co-Sale Rights") such that the
other Shareholders shall be entitled to sell on the same terms as the selling
Shareholder, in connection with such transaction, the number of shares equal to
(i) the total number of shares of Common Stock which the purchaser is willing to
acquire in such transaction, multiplied by (ii) a fraction, the numerator of
which is the number of shares owned by the other Shareholders and the
denominator of which is the total number of the Company's outstanding shares at
the time of such transaction.
10.2 PROCEDURE. Before accomplishing or entering into a binding
contract for any sale for value of any shares that would be covered by the
Co-Sale Rights, each Shareholder agrees to give the other Shareholders prompt
written notice (the "Co-Sale Notice") of any such proposed sale (the "Sale
Proposal"), stating the terms and conditions of the Sale Proposal, including
without limitation the name and address of the buyer, the number of shares which
will be sold in the transaction, the form and amount of consideration and the
payment terms. The other Shareholders shall notify the selling Shareholder in
writing within twenty (20) business days after receipt of the Co-Sale Notice
(the "Co-Sale Election Period") as to whether or not the other Shareholder
wishes to exercise his Co-Sale Rights and participate in the Sale Proposal.
Failure by the other Shareholders to respond in writing within the Co-Sale
Election Period shall be deemed to be a waiver by the other Shareholder of his
Co-Sale Rights with respect to only such Sale Proposal. Upon a waiver by the
other Shareholder of his Co-Sale Rights for any Sale Proposal, the selling
Shareholder may sell his or its Shares in accordance with the Sale Proposal
provided that (a) such sale is consummated within 60 days after the expiration
of the Co-Sale Election Period, (b) the transaction involves more than 10% of
the Company's outstanding shares and (c) the terms of the actual transaction are
in all material respects as set forth in the Co-Sale Notice. For purposes of
this Section, transactions involving (a) a single buyer or coordinated group of
buyers and multiple Shareholders as seller or (b) multiple sales by a single
Shareholder within a twelve-month period, shall be grouped together for purposes
of determining whether the number of shares exceeds 10% of the Company's
outstanding shares.
11. TAKE ALONG RIGHTS. The provisions of this Section 11 are not intended
to limit or restrict the rights of the Shareholders in their capacity as holders
of the capital stock of the Company, except that the Shareholders shall not be
entitled to exercise dissenters' rights under the GCL or any succeeding
provisions providing for dissenters' rights with respect to an Acquisition
Transaction effected pursuant to the Take Along Rights under this Section 11.
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11.1 RIGHT TO INITIATE SALE. Shareholders owning not less than
two-thirds (2/3) of the Company's shares (the "Initiating Shareholder") shall
have the right to sell the Company to an unaffiliated third party under this
Section 11 (the "Take-Along Rights"), whether such sale (a "Sale Transaction")
is in the form of (a) a sale of all or substantially all of the assets of the
Company, (b) a sale of all of the outstanding stock of the Company, (c) a
merger, consolidation or reorganization, or (d) any other transaction which
effectively transfers all or substantially all of the operating assets and
business of the Company. If (a) one or more Shareholders exercise their
Take-Along Rights, and (b) a Sale Transaction is consummated, then each
Shareholder shall be entitled to a pro rata share of the Aggregate Acquisition
Consideration based on the number of Shares owned by such Shareholder.
11.2 NOTICE OF INITIATION OF ACTION TO SELL. The Initiating
Shareholders agree that, no more than thirty (30) days after the initiation by
the Initiating Shareholders in his, its or their individual capacity of any
action to sell the Company in a Sale Transaction pursuant to this Section 11
(which actions shall include, but not be limited to, solicitations by such
Shareholder of offers to acquire the Company or the engagement of an investment
banking firm by the Company for any purpose relating to the sale of the
Company), such Initiating Shareholders shall notify the other Shareholders and
the Company in writing of the proposed initiation of such action.
11.3 NOTICE OF ACQUISITION OFFER. If an Acquisition Offer shall be
made as a result of the efforts by the Initiating Shareholders which Initiating
Shareholders desire to have the Company accept, the Initiating Shareholders
shall give the Acquisition Notice to the Other Shareholders stating that the
Initiating Shareholders propose that the Acquisition Offer be accepted, which
notice shall set forth the name and address of the Acquisition Offeror and the
Aggregate Sale Consideration and shall be accompanied by a signed copy of the
Acquisition Offer and any other documents provided by the Acquisition Offer or
to the Initiating Shareholders in connection therewith. The Initiating
Shareholders shall not receive any consideration in connection with the
consummation pursuant to this Agreement of a Sale Transaction other than his or
its pro rata share of the Aggregate Sale Consideration based on the number of
Shares owned by the Initiating Shareholders.
11.4 ACQUISITION OFFER. The Acquisition Offer shall:
(a) be in writing, signed by the Acquisition Offeror and
addressed to the Company; and
(b) propose to pay the entire Aggregate Sale Consideration
allocated among the holders of the shares of the Common Stock in a manner
such that the fair market value of the consideration paid for each share of
Common Stock outstanding immediately prior to such closing (the "Per Share
Acquisition Consideration") shall be the same for all shareholders of the
Company.
11.5 CONSUMMATION OF SALE TRANSACTION. The Shareholders and any
transferee of Shares shall use their best efforts to consummate the Sale
Transaction all as the Initiating Shareholder may reasonably request.
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12. ADDITIONAL RIGHTS AND AGREEMENTS.
12.1 PRE-EMPTIVE RIGHTS. Each Shareholder shall have a right of
first refusal to purchase a pro rata portion (as provided below) of any shares
of capital stock of the Company or any other instrument which is exercisable or
convertible into shares of the Company's capital stock which the Company
proposes to sell (a "Proposed Sale"). The notice shall set forth the material
terms and conditions of the Proposed Sale and shall constitute an offer to sell
such securities to the respective Shareholders on such terms and conditions.
Each Shareholder may accept such offer by delivering a written notice of
acceptance to the Company within ten (10) days after receipt of the Company's
notice of the Proposed Sale. The pro rata portion of securities to be sold in
the Proposed Sale that the respective Shareholders may acquire by exercise of
his or its rights hereunder is the ratio that the number of shares of Common
Stock owned by such Shareholder bears to the total number of shares of the
Common Stock issued and outstanding before the Proposed Sale. If any
Shareholder elects to exercise such right of first refusal and does not complete
the purchase of such securities within fifteen (15) days after delivery of its
written notice of acceptance to the Company, or such later date as may be
specified by the Company, the Company may complete the Proposed Sale on the
terms and conditions specified in the Company's notice to the Shareholders. The
rights granted to the Shareholders pursuant to this Section 12 do not apply to
(a) any Public Offering, and (b) any Proposed Sale (including the grant of stock
options) of shares of Common Stock to employees (excluding Xxxxxxxxx) of the
Company approved by the Company's Board of Directors pursuant to any equity
incentive plan adopted by the company and approved by the shareholders, provided
that the aggregate number of shares to be issued to such employees, inclusive of
all shares previously issued to such employees, does not exceed 10% of the
Company's then outstanding shares.
13. RESTRICTION ON ENCUMBRANCES. Each Shareholder agrees not to pledge or
hypothecate any shares owned by him, except as collateral to a note (i) in favor
of the Company or (ii) in favor of a lending institution, if the proceeds of
such loan are used in their entirety to purchase additional shares of common
stock of the Company, providing that the borrowing Shareholder delivers to the
Company a written undertaking of the lender, in form acceptable to the Company,
that such lender will only dispose of said shares in accordance with the
provisions of this Agreement.
14. APPLICATION TO NEWLY AUTHORIZED SHARES. If the Company amends its
articles of incorporation to authorize it to issue shares of any other class of
capital stock, this Agreement shall be deemed to apply to any shares of such
other class of capital stock as though they were and to the same extent it
applies to shares of its class of common stock.
15. AMENDMENT. This Agreement may be amended, restated or revoked only by
the written agreement of all of the parties to this Agreement.
16. BINDING EFFECT. This Agreement shall be binding upon and (unless
inconsistent with its provisions) shall inure to the benefit of the executor,
administrator or personal representative and the heirs and assigns of each of
the Shareholders.
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17. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the state of Delaware applicable to contracts made
in and to be performed in that State.
18. COUNTERPART. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Agreement.
19. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof and the
agreement shall be construed in all other respects as if such invalid or
unenforceable provision were omitted.
20. PRIOR AGREEMENTS. This Agreement cancels, terminates and supersedes
all prior agreements of the parties or any of them respecting any and all
subject matter contained herein, including without limitation the Shareholders
Agreement.
21. VOTING RIGHTS OF JOINTLY-HELD SHARES. If two or more persons hold
shares in the Company in joint ownership, the joint owners shall designate one
person to vote the shares and the other joint owner(s) shall have no voting
rights for so long as such designation is in effect.
22. TERMINATION. This Agreement shall terminate in its entirety upon the
earliest of (i) the effective date of a registration statement of the Company
under the Securities Act of 1933 covering the Company's initial public offering
of Common Stock resulting in gross proceeds of at least $5,000,000, or (ii) the
sale of all or substantially all of the assets or business of the Company, by
sale of assets, merger, consolidation or otherwise.
23. COUNSEL. Each of the parties recognizes that Xxxx & Hessen LLP acts
as counsel for National and the Company and waives any conflict that may arise
resulting therefrom.
24. NOTICE. Any written notice required to be delivered pursuant to this
Agreement shall be sent by prepaid first class certified mail, return receipt
requested, and such notice shall be considered to be delivered on the date such
fax is received (as evidenced by an answer back) or two days after such notice
is deposited in the United States mail. Any such notice, if sent to the
Company, shall be addressed to the Company at its principal place of business,
and if sent to any of the Shareholders it shall be addressed to him at his
address or fax number as shown on the signature page hereof, and in the case of
the Company or National with a copy to Xxxx & Hessen LLP, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Fax No.: 000-000-0000, Attention: Xxxxx Xxxxxx; in each
case unless a different address or fax number has been designated by notice to
the other parties.
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IN WITNESS WHEREOF, the Shareholders have hereunto set their hands and
seals and the Company has caused these presents to be executed and signed by its
duly authorized officers and its corporate seal to be affixed hereto this day
and year first above written.
ELECTRONIC DATA SUBMISSION
SYSTEMS, INC.
A Delaware Corporation
By:___________________________________
Xxxxxx X. Xxxxxxxxx, President
Address: _____________________
_____________________
Fax. No.:_____________________
SHAREHOLDERS:
______________________________________
Xxxxxx X. Xxxxxxxxx
Address:__________________
__________________
Fax No.: __________________
NATIONAL WIRELESS HOLDINGS INC.
A Delaware Corporation
By:___________________________________
Xxxxxxxx X. Xxxxxxx, President
Address:______________________
______________________
Fax No.:______________________
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SCHEDULE A
NAME NUMBER OF SHARES
OF COMMON STOCK ISSUED
Xxxxxx X. Xxxxxxxxx 4,466
National Wireless Holdings Inc. 6,403
Xxxxxxx Xxxxxxx 293*
Xxxx Xxxxxx 293*
Xxxx Xxxxxxxx 177*
_______
Total 11,632
-------
-------
_______________________
* Subject to certain restrictions set forth in Restricted Stock Award
Agreements.
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EXHIBIT B
NAME OF EMPLOYEE NUMBER OF SHARES
Xxxx Xxxxxxxx 177
00000 X. Xxxxxxx Xxxx Xxxxx #000
Xxxxxxxx, XX 00000
Xxxx Xxxxxx 293
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Xxxxxxx Xxxxxxx 293
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 ___
763
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