STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this "Agreement") dated as of July 23,
2003 by and among Universal Access Global Holdings Inc., a Delaware corporation
(the "Company"), CityNet Telecommunications Inc., a Delaware corporation
("CityNet"), ICG Holdings, Inc., Communication Ventures III, L.P., Communication
Ventures III CEO & Entrepreneurs' Fund, L.P., ComVen III, L.L.C., Xxxxxx Xxxxxx,
Xxxxxxx Xxxxx and each party that executes a Joinder Agreement in the form of
Exhibit A hereto (other than the Company, each, individually and together with
each of their respective successors and assigns, a "Stockholder" and
collectively the "Stockholders" and other than the Company and CityNet, each,
individually and together with each of their respective successors and assigns,
an "Other Stockholder" and collectively the "Other Stockholders").
WITNESSETH
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WHEREAS, CityNet and Universal Access Global Holdings Inc., a
Delaware corporation ("the Company"), are entering into a Stock Purchase
Agreement (the "Purchase Agreement"), of even date herewith, pursuant to which
CityNet will pay $16 million and transfer the Fiber Ring Assets to the Company
in exchange for the Shares and the Company's assumption of the Assumed
Liabilities. All terms not otherwise defined herein shall have the meanings
given to them in the Purchase Agreement.
WHEREAS, as a condition to the willingness of CityNet to enter
into the Purchase Agreement, CityNet has required each of the Stockholders, and
in order to induce CityNet to enter into the Purchase Agreement, each
Stockholder has agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the adequacy of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1. DefinitIONS
As used herein, each of the following terms shall have the
meaning set forth or referred to below:
"Affiliate" of any Person (hereinafter "first Person") shall
mean (i) any other Person who, directly or indirectly, is in Control of, is
Controlled by or is under common Control with such first Person; (ii) any Person
who is a director or executive officer (as defined in Rule 3b-7 promulgated
under the Exchange Act) of such first Person or any Person described in clause
(i) above; or (iii) any Person who is an Immediate Family Member of any Person
described in clause (ii) above.
"Beneficially Own" shall mean with respect to any security to,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise have (i) voting power which includes the power to vote
or to direct the voting of such security; and/or (ii)
investment power which includes the power to dispose or to direct the
disposition of such security.
"Board" shall mean the board of directors of the Company.
"Business Day" shall mean any day that is not a Saturday,
Sunday or legal holiday on which banking institutions in the State of New York
are authorized or obligated to close.
"CityNet Holders" shall mean CityNet and its Permitted
Transferees.
"CityNet Termination Event" shall mean the time at which the
CityNet Holders collectively Beneficially Own less than fifty percent (50%) of
the Common Stock Beneficially Owned by CityNet on the date hereof (after
adjustment to eliminate the effects of any stock splits, stock dividends, stock
issuances/sales, dilutive transactions or other similar events). For purposes
hereof, it is understood and agreed that the percentage of the total number of
outstanding shares of Common Stock of the Company which is Beneficially Owned by
CityNet shall have no bearing in determining whether a CityNet Termination Event
has occurred.
"Common Stock" shall mean common shares (of any class or
series), nominal value $0.01 per share, of the Company, and any stock into which
such Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.
"Control" of a Person shall mean the power, direct or
indirect, to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "Controlling" and "Controlled" have meanings
correlative to the foregoing.
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended.
"Fully Diluted Outstanding" shall mean, at any date, all
Common Stock outstanding at such date and all Common Stock issuable in respect
of options or warrants to purchase, or securities convertible (directly or
indirectly) into, Common Stock outstanding on such date, whether or not such
options, warrants or other securities are presently convertible or exercisable.
"Immediate Family Member" shall mean a Person's spouse, parent
or lineal descendant (whether by blood or adoption) or a trust primarily for the
benefit of any of the foregoing.
"Majority CityNet Holders" shall mean holders of a majority of
the Common Stock held by the CityNet Holders.
"Other Stockholder Termination Event" shall mean the time at
which the Other Stockholders and their Permitted Transferees collectively
Beneficially Own less than fifty percent (50%) of the Common Stock Beneficially
Owned by the Other Stockholders on the date hereof (after adjustment to
eliminate the effects of any stock splits, stock dividends, stock
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issuances/sales, dilutive transactions or other similar events). For purposes
hereof, it is understood and agreed that the percentage of the total number of
outstanding shares of Common Stock of the Company which is Beneficially Owned by
the Other Stockholders shall have no bearing in determining whether an Other
Stockholder Termination Event has occurred.
"Permitted Transferee" shall mean, as to a Stockholder, a
Person who is (a) an Affiliate of such Stockholder, (b) a stockholder, member or
limited partner of a Stockholder (an "Indirect Stockholder") or (c) a
stockholder, member or limited partner of an Indirect Stockholder.
"Person" shall mean any natural person, corporation, limited
partnership, limited liability company, general partnership, joint stock
company, joint venture, association, company, trust, bank, trust company, land
trust, business trust or other organization whether or not a legal entity, and
any government or agency or political subdivision thereof.
"SEC" shall mean the Securities and Exchange Commission or any
successor agency thereto administering federal securities laws.
"Securities" shall mean Common Stock and options, warrants and
other rights to subscribe for, and securities convertible into or exchangeable
or exercisable for, Common Stock. "Security" shall refer to the singular form of
Securities.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
SEC promulgated thereunder, all as the same shall be in effect from time to
time.
"Transfer" shall mean any direct or indirect, voluntary or
involuntary, sale, assignment, gift, pledge, encumbrance or other transfer
(whether outright or conditional) of any Securities, and the terms "Transfers"
and "Transferred" shall have meanings correlative to the foregoing.
"Transferee" shall mean a Person to whom Securities have been
Transferred.
Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires. The word "or" is not exclusive and the word "including" means
"including without limitation."
SECTION 2. Transfers of Securities
2.1. Lockup. For a period of twelve (12) months following the
date hereof, except as otherwise agreed to by the vote of a majority of the
Board, no Stockholder shall Transfer any Securities, provided, however, that the
restriction contained in this Section 2.1 shall not apply to (a) those Transfers
set forth on Schedule B, annexed hereto, or (b) a Transfer to a Permitted
Transferee of the Transferring Stockholders, in each case, only if the
Transferee in respect of such Transfer executes a Joinder Agreement to this
Agreement in the form attached hereto as Exhibit A, whereby it agrees to be
bound by terms of this Agreement, including, without limitation, this Section
2.1. Nothing in this Section 2.1 shall create any obligation on the part of
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the Board, the Company or any other party to consent or agree to any Transfer of
Securities, or other waiver of the provisions of this Agreement, such decision
to be made in the sole discretion of such parties. Notwithstanding anything in
this Section 2.1 to the contrary, in the event that the Board approves any
Transfer of Securities by a CityNet Holder during the twelve-month lockup
described above, subject to the fiduciary duties of the Board, each Other
Stockholder shall be permitted to Transfer the equivalent percentage of
Securities owned by such Other Stockholder as the percentage of Securities owned
by such CityNet Holder represented by the Securities that were Transferred
pursuant to such Board approval, provided that any Transfer by Other
Stockholders pursuant to this sentence shall be on terms that are substantially
the same (or more advantageous to the Transferring Other Stockholder) and for an
equal or greater price, as the Transfer by a CityNet Holder giving rise to this
right. The Board, in each case that a CityNet Holder Transfers Securities with
approval of the Board pursuant to this Section 2.1, shall notify each of the
Other Stockholders of such Transfer by a CityNet Holder during the twelve-month
lockup period.
2.2. Restrictions on Transfer. At all times when this
Agreement is in effect with respect to the transferring Stockholder, no
Stockholder shall Transfer any Securities to any Person other than (i) through a
public sale of Securities or any sale permitted under Rule 144 promulgated under
the Securities Act) or (ii) to a Transferee that executes a Joinder Agreement to
this Agreement in the form attached hereto as Exhibit A.
2.3. Non-Compliant Transfers Void. Any Transfer not in
compliance with this Section 2 shall not be effective and shall not be
recognized by the Company.
SECTION 3. Additional Obligations
3.1. Board of Directors.
(a) (i) The rights of the CityNet Holders under this Section
3.1 (including, without limitation, to designate directors, remove
directors, consent to changes in the size of the Board and have
representation on committees of the Board), but not their obligations
hereunder, shall cease upon the occurrence of a CityNet Termination
Event.
(ii) The rights of the Other Stockholders under this
Section 3.1 (including, without limitation, to designate directors,
remove directors and consent to changes in the size of the Board), but
not their obligations hereunder, shall cease upon the occurrence of a
Other Stockholder Termination Event.
(b) Unless otherwise agreed to by (x) the Majority CityNet
Holders and (y) holders of a majority of the Common Stock held by the Other
Stockholders, the Board of the Directors of Company shall consist of nine (9)
members. The Stockholders hereby agree to take all actions reasonably necessary
or desirable within their power (including, but not limited to, the voting of
shares of Common Stock owned by them, attendance at meetings in person or by
proxy for purposes of obtaining a quorum and execution of written consents in
lieu of meetings), and the Company shall take all reasonably necessary or
desirable actions within its control
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(including, without limitation, calling special board and stockholder meetings),
to effectuate and carry out the provisions of this Section 3.1.
(c) The CityNet Holders shall be entitled to designate five
(5) members of the Board (the "CityNet Designees"), one (1) of whom shall be a
Class I Director, two (2) of whom shall be Class II Directors and two (2) of
whom shall be Class III Directors, as such terms are defined in the Bylaws of
the Company, provided that at least two (2) of the CityNet Designees shall
satisfy the criteria to be an "independent director" as defined by any
applicable rules of the NASDAQ Stock Market (or the primary stock exchange on
which the Common Stock is then listed, if any).
(d) The members of the Board who are not CityNet Designees
(the "Company Designees") shall include such individuals so as to be in
compliance with applicable law, regulation and rules of the NASDAQ Stock Market
(or the primary stock exchange on which the Common Stock is then listed, if
any).
(e) In accordance with Rule 14f-1 promulgated under the
Exchange Act, four (4) CityNet Designees will become members of the Board on the
date hereof, and one (1) CityNet Designee will become a member of the Board ten
(10) days after the Company files and mails to record holders of the Common
Stock a 14f-1 information statement. Ten (10) days after the filing and mailing
of such information statement, the members of the Board shall consist of:
(i) Xxxxxx Xxxxxxx as the CityNet Designee to be a Class I
Director, Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx as CityNet Designees
to be Class II Directors, Xxxx Xxxxxx and Xxxxxxx X. Xxxxxx as CityNet
Designees to be Class III Directors, of which Messrs. _________ and
_________ each qualify as an "independent director" under the currently
applicable NASDAQ definition; and
(ii) Xxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxx as Company
Designees to be Class I Directors, Xxxxxxx X. Xxx as a Company Designee
to be a Class II Director and H. Xxxxxx Xxxx as a Company Designee to
be a Class III Director, of which Messrs. Dolanski and Xxxx and Xx.
Xxxx qualify as "independent directors" under the currently applicable
NASDAQ definition.
(f) A CityNet Designee may only be removed from the Board upon
the agreement of the Majority CityNet Holders. A Company Designee may only be
removed from the Board upon the agreement of holders of a majority of the Common
Stock held by the Other Stockholders.
(g) In the event that any vacancy is created on the Board by
reason of the death, resignation or removal of any CityNet Designee, such
vacancy shall be filled by a substitute director designated by the CityNet
Holders. In the event that any vacancy is created on the Board by reason of the
death, resignation or removal of any Company Designee, such vacancy shall be
filled by a substitute director designated by holders of a majority of the
Common Stock held by the Other Stockholders. Each of the Stockholders shall
cause its designated directors to elect the person designated to fill any such
vacancy.
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(h) The Stockholders hereby agree to vote all of the voting
securities of the Company owned by them for the election of the directors
designated in accordance with Sections 3.1(c) and 3.1(d), for the removal of
directors in accordance with Section 3.1(f) or to cause the directors then in
office to elect replacements in the case of a vacancy in accordance with Section
3.1(g) and otherwise in accordance with this Section 3.1.
(i) Provided that one or more of the CityNet Designees meet
the requirements (under applicable law, SEC rules and regulation and the rules
of NASDAQ or the primary exchange on which the Common Stock is listed) to serve
on any committee of the Board (including, without limitation, the audit
committee, the nominating committee and the compensation committee), the CityNet
Designees shall be entitled to representation on each such committee at least
proportionate to their representation on the Board.
3.2. Certain Restrictions. No Stockholder shall grant any
proxy, enter into or agree to be bound by any voting trust agreement or
arrangement of any kind with respect to any voting Securities, or enter into any
stockholder agreements or arrangement of any kind with respect to any
Securities, any of which is inconsistent with the provisions of this Agreement,
including, but not limited to, any agreement or arrangement with respect to the
voting of voting securities of the Company, nor shall any Stockholder act as a
member of a group or in concert with any other Person in connection with the
acquisition of any Securities in any manner inconsistent with the provisions of
this Agreement.
3.3. Directors' and Officers' Liability Insurance. The Company
shall maintain directors' and officers' liability insurance coverage in form,
dollar limits and types of claims covered of at least equal to that of the
directors' and officers' liability insurance currently maintained by the Company
and from insurers having a "financial strength" rating from A.M. Best (or an
equivalent rating agency) of A- or better.
SECTION 4. Miscellaneous Provisions
4.1. Term. This Agreement shall take effect on the date of
execution by each Stockholder and shall terminate on the occurrence of a CityNet
Termination Event.
4.2. Specific Performance. Each of the parties hereto
acknowledges and agrees that the other would be irreparably damaged in the event
any of the provisions of this Agreement were not performed by the other in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that each party shall be entitled to an injunction or
injunctions to redress the breaches of this Agreement and to specifically
enforce the terms and provisions hereof in any action instituted in any court
having jurisdiction, subject to Section 4.4, in addition to any other remedy to
which such party may be entitled at law or in equity.
4.3. Severability. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.
4.4. Governing Law; Jurisdiction.
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(a) This Agreement shall be construed under and governed by
the internal laws of the state of Delaware without regard to its conflict of
laws provisions.
(b) Each party hereto hereby irrevocably submits to the
non-exclusive jurisdiction, of the federal and state courts sitting in the state
of Delaware in any action, suit or proceeding arising in connection with this
Agreement, and agrees that any such action, suit or proceeding shall be brought
only in such court (and waives any objection based on forum non conveniens or
any other objection to venue therein). Service of process upon any party hereto
in any action, suit or proceeding arising in connection with this Agreement may
be made anywhere in the world. Any such process or summons to be served upon any
of the parties (at the option of the party bringing such action, proceeding or
claim) may be served by transmitting a copy thereof, by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 4.6 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the party so served in any action,
proceeding or claim. Nothing herein shall affect the right of any party hereto
to serve process in any other manner permitted by law.
4.5. Assignment. This Agreement shall be binding upon and
inure to the benefit of the Company and each Stockholder; this Agreement does
not create, and shall not be construed as creating, any rights enforceable by
any other Person. If any involuntary Transferee acquires Securities in any
manner, whether by operation of law or otherwise, such Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Securities, such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement.
4.6. Notices. Any notice, request, demand or other
communication required or permitted hereunder shall be in writing and shall be
deemed to have been given if delivered or sent by facsimile transmission, upon
receipt, if by hand delivery, upon receipt, if sent by nationally recognized
overnight courier service, one day after deposit with such, or if sent by
registered or certified mail, upon the sooner of the date on which receipt is
acknowledged or the expiration of three days after deposit in United States post
office facilities properly addressed with postage prepaid. All notices to a
party will be sent to the addresses set forth below or to such other address or
person as such party may designate by notice to each other party hereunder:
If to CityNet:
CityNet Telecommunications, Inc.
0000 Xxxxxxxxxx Xxxx
0xx Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
With a copy to:
XxXxxxxxx, Will & Xxxxx
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00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: 000-000-0000
If to the Company:
Universal Access Global Holdings Inc.
000 X. Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Facsimile: 000-000-0000
With a copy to:
Xxxxxxx & Xxxxxxxx Ltd.
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: 000-000-0000
If to an Other Stockholder, the address of such Stockholder in
the records of the Company.
Any notice given hereunder may be given on behalf of any party
by his counsel or other authorized representative.
4.7. Entire Agreement; Amendment. This Agreement is complete,
reflects the entire agreement of the parties with regard to its subject matter,
supersedes all previous written or oral negotiations, commitments and writings
between the parties hereto with respect to the subject matter hereof, if any,
and, except as otherwise provided herein, may not be amended, supplemented or
discharged except by an instrument in writing signed in any such case (a) by the
Majority CityNet Holders and (b) by the holders of a majority of the Common
Stock held by the Other Stockholders.
4.8. Waiver. Any waiver by any party of a breach of any
provisions of this Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be evidenced by a
writing signed by the party against whom the waiver is sought to be enforced.
4.9. Captions and Gender. The captions in this Agreement are
for convenience only and shall not affect the construction or interpretation of
any term or provision hereof. The use in this Agreement of the masculine pronoun
in reference to a party hereto shall be deemed to include the feminine or
neuter, as the context may require.
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4.10. Execution in Counterparts. For the convenience of the
parties and to facilitate execution, this Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same document.
4.11. Expenses. Each of the parties shall pay its own expenses
in connection with the negotiation, execution and performance of the Agreement.
4.12. Effect of Headings. The section headings herein are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.
4.13. Inspection. So long as this Agreement is in effect, this
Agreement shall be made available for inspection by any holder of Common Stock
at the Company's principal offices. The Company shall send a copy of this
Agreement to any legitimately interested party without charge upon receipt of a
written request therefor.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.
CITYNET TELECOMMUNICATIONS INC.
By:______________________________
Name:
Title:
UNIVERSAL ACCESS GLOBAL HOLDINGS INC.
By:______________________________
Name:
Title:
[CONTINUED ON NEXT PAGE]
ICG HOLDINGS, INC.
By:__________________________________
Name:
Title:
Number of shares of Common Stock
held by such Stockholder: 21,664,124
[ADDRESS]
[ADDRESS]
COMMUNICATIONS VENTURES III, L.P.
By:__________________________________
Name:
Title:
Number of shares of Common Stock
held by such Stockholder: 12,390,375
[ADDRESS]
[ADDRESS]
COMMUNICATIONS VENTURES III CEO &
ENTREPRENEURS' FUND, L.P.
By:__________________________________
Name:
Title:
Number of shares of Common Stock
held by such Stockholder: 625,221
[ADDRESS]
[ADDRESS]
COMVEN III, L.L.C.
By:__________________________________
Name:
Title:
Number of shares of Common Stock
held by such Stockholder: ___________
[ADDRESS]
[ADDRESS]
XXXXXX X. XXXXXX, XX.
By:__________________________________
Name:
Number of shares of Common Stock
held by such Stockholder: 150,000
[ADDRESS]
[ADDRESS]
XXXXXXX X. XXXXX
By:__________________________________
Name:
Number of shares of Common Stock
held by such Stockholder: ___________
[ADDRESS]
[ADDRESS]
EXHIBIT A
FORM OF JOINDER AGREEMENT
-------------------------
AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time, the "Agreement"), dated as of [__________ __], 2003,
is made by [INSERT JOINING PARTY] (the "Joining Party").
RECITALS:
---------
WHEREAS, pursuant to that certain Stockholders' Agreement (the
"Stockholders' Agreement"), dated as of [________ __], 2003, a copy of which is
attached hereto as Appendix 1, by and between Universal Access Global Holdings
Inc. (the "Company"), CityNet Telecommunications, Inc., ICG Holdings, Inc.,
Communication Ventures III, L.P., Communication Ventures III CEO &
Entrepreneurs' Fund, L.P., ComVen III, L.L.C., Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and
each signatory to a Joinder Agreement in the form hereof, parties thereto have
agreed, inter alia, to vote their voting securities in the Company in the manner
set forth in Stockholders' Agreement; and
WHEREAS, the Joining Party wishes to purchase securities of
the Company in accordance with the terms and conditions set forth in the
Stockholders' Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is agreed as
follows:
1. Joinder to Stockholders' Agreement. The Joining Party
hereby joins in the Stockholders' Agreement and agrees to be bound thereunder as
if the Joining Party were an original party thereto.
2. Entire Agreement. The Joining Party hereby acknowledges
that this Agreement and the Stockholders' Agreement embody the entire agreement
and understanding of the Joining Party and the other parties to the
Stockholders' Agreement in respect of the subject matter contained herein or
therein. There are no agreements, representatives, warranties or covenants other
than those expressly set forth herein or therein. This Agreement and the
Stockholders' Agreement supersede all prior agreements and understandings
between the parties hereto, whether written or oral, express or implied, with
respect to such subject matter herein or therein.
3. Severability. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which shall
remain in full force and effect.
4. Binding Effect. This Agreement shall take effect as of the
date and year first above written and shall be binding upon the parties hereto
and shall be binding on their respective heirs, executors, administrators,
personal representatives, successors and assigns, as
the case may be. The parties hereto may not assign or transfer any of their
rights or obligations under this Agreement.
5. Governing Law. This Agreement shall be construed under and
governed by the internal laws of the state of Delaware without regard to its
conflict of laws provisions.
IN WITNESS WHEREOF, the undersigned has executed this Joinder
Agreement as of the date set forth above by its duly authorized representative.
[JOINING PARTY]
By:________________________
Name:
Title:
SCHEDULE B
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1. Xxxxxxx Xxxxx to transfer up to 120,000 shares of Common Stock to Xxx
Xxxxxxxx
2. Xxxxxx Xxxxxx to transfer up to a total of 60,000 shares of Common
Stock to Xxxxxxx Xxxxx and/or Xxx Xxxxxxxx.
