Exhibit 99.1
EXECUTION COPY
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of January
31, 2006, by and among Fidelity Sedgwick Holdings, Inc., a Delaware corporation
(the "Company"), Fidelity Sedgwick Corporation, a Delaware corporation ("FSC"),
and each investor identified on the signature page attached hereto
(individually, an "Investor" and collectively, the "Investors").
RECITALS
The Investors desire to (a) invest cash in the Company in return for
shares of Common Stock, par value $0.0001 per share, of the Company (the "Common
Stock") and (b) invest cash in FSC in return for shares of Non Participating
Cumulative Preferred Stock, par value $0.0001 per share, of FSC (the "Preferred
Stock"), and in connection with such investments, each Investor, the Company and
FSC desire to set forth certain rights and obligations as provided for herein.
NOW, THEREFORE, in consideration of the mutual promises and subject to
the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
ISSUANCE OF SHARES
1.1 Purchase and Sale of Shares.
(a) Subject to the terms and conditions of this Agreement, each
Investor agrees to purchase at the Closing, and the Company agrees to sell and
issue to each Investor at the Closing, that number of shares (the "Common
Shares") of Common Stock, set forth opposite such Investor's name on Exhibit A
hereto for the aggregate purchase price set forth opposite such Investor's name
on Exhibit A hereto (the "Common Purchase Price").
(b) Subject to the terms and conditions of this Agreement, each
Investor agrees to purchase at the Closing, and FSC agrees to sell and issue to
each Investor at the Closing, that number of shares (the "Preferred Shares" and
together with the Common Shares, the "Shares") of Preferred Stock, set forth
opposite such Investor's name on Exhibit B hereto for the aggregate purchase
price set forth opposite such Investor's name on Exhibit B hereto (the
"Preferred Purchase Price" and together with the Common Purchase Price, the
"Purchase Price").
1.2 Closing. The closing of the transactions described in Section 1.1
(the "Closing") will occur on the date hereof at such place as the Company, FSC
and the Investors mutually agree. At or before the Closing, each Investor shall
pay the Common Purchase Price and Preferred Purchase Price by wire transfer in
immediately available funds to one or more accounts designated by the Company
and FSC, respectively, and concurrently therewith, the Company and FSC shall
issue and deliver to such Investor its respective Shares. Notwithstanding the
foregoing, Xxxxx X. North ("North") may satisfy his payment obligation under
this Section 1.2 by delivery to the Company and FSC of a demand promissory note
in form satisfactory to the Company and FSC for the amount payable to the
Company and FSC hereunder. North hereby agrees that any such note
shall be repaid upon consummation of the Merger under the Merger Agreement by
Xmas deducting the principal amount thereof from the amount payable to North
under the Merger Agreement.
1.3 Use of Proceeds. Proceeds from the sale of Common Shares hereunder
shall be contributed by the Company to FSC, and FSC shall contribute such
proceeds as well as the proceeds from the sale of Preferred Shares hereunder to
Xmas Merger Corp. ("Xmas"). Xmas shall use all of such proceeds to fund a
portion of the merger consideration and transaction expenses payable pursuant to
and in accordance with the terms of that certain Agreement and Plan of Merger
dated as of December 23, 2005 by and among Fidelity National Financial, Inc.,
Xmas and Sedgwick CMS Holdings, Inc. (the "Merger Agreement").
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
2.1 The Company hereby represents and warrants to the Investors as
follows:
(a) Existence and Good Standing. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware.
(b) Capital Stock. The authorized capital stock of the Company
consists of 50,000,000 shares of capital stock, all of which are Common Stock.
Following the consummation of the transactions contemplated hereby, there will
be 36,000,000 shares of Common Stock issued and outstanding, all of which will
be owned by the Investors.
(c) Power. The Company has the corporate power and authority to
execute, deliver and perform fully its obligations under this Agreement.
(d) Validity and Enforceability. This Agreement has been duly
executed and delivered by the Company and represents the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, fraudulent conveyance and other similar laws and
principles of equity affecting creditors' rights and remedies generally.
(e) No Conflict. Neither the execution of this Agreement nor the
performance by the Company of its obligations hereunder will (i) violate or
conflict with the Company's Certificate of Incorporation or Bylaws or any
applicable law or order, (ii) violate, conflict with or result in a breach or
termination of, or otherwise give any person additional rights or compensation
under, or the right to terminate or accelerate, or constitute (with notice or
lapse of time or both) a default under the terms of any note, deed, lease,
instrument, security agreement, mortgage, commitment, contract, agreement,
license or other instrument or oral understanding to which the Company is a
party or (iii) result in the creation or imposition of any lien with respect to,
or otherwise have an adverse effect upon, any of the assets or properties of the
Company.
(f) Consents. No consent, approval or authorization of any
person or governmental authority is required in connection with the execution
and delivery by the Company of this Agreement or the consummation by the Company
of the transactions contemplated by this Agreement.
2
(g) Litigation. There are no judicial or administrative actions,
proceedings or investigations pending or, to the knowledge of the Company,
threatened that question the validity of this Agreement or any of the
transactions contemplated hereby.
(h) Ownership of the Company, FSC. Upon the issuance of all
Common Shares to the Investors at Closing, each issued and outstanding Common
Share will be duly authorized, validly issued and fully paid and nonassessable.
The Company owns 100% of the outstanding common stock of FSC and does not own
equity securities of any other entity.
(i) Stockholder Rights. Other than as may be provided in or
contemplated by that certain Registration Rights Agreement of even date herewith
among the Company, the Investors and the other parties thereto, as may be
amended from time to time in accordance with its terms (the "Registration Rights
Agreement"), and the Stockholders Agreement of even date herewith among the
Company, FSC, the Investors and the other parties thereto, as may be amended
from time to time in accordance with its terms (the "Stockholders Agreement"),
the Company has not granted preemptive, registration or similar rights with
respect to the Common Stock to any party. The Investors acknowledge that the
issuance, from time to time, to management of the Company or any of its
subsidiaries, of options to purchase Common Stock of the Company or other
equity-based incentive awards, pursuant to a stock option or other plan adopted
by the Company shall not be deemed to be in conflict with this representation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF FSC
3.1 FSC hereby represents and warrants to the Investors as follows:
(a) Existence and Good Standing. FSC is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware.
(b) Capital Stock. The authorized capital stock of FSC consists
of 6,100,000 shares of capital stock, consisting of 1,000 shares of common
stock, $0.0001 par value per share ("FSC Common Stock"), and 6,000,000 shares of
Preferred Stock. Following the consummation of the transactions contemplated
hereby, there will be 1,000 shares of FSC Common Stock issued and outstanding,
all of which are owned by the Company, and 6,000,000 shares of Preferred Stock
issued and outstanding, all of which will be owned by the Investors.
(c) Power. FSC has the corporate power and authority to execute,
deliver and perform fully its obligations under this Agreement.
(d) Validity and Enforceability. This Agreement has been duly
executed and delivered by FSC and represents the legal, valid and binding
obligation of FSC, enforceable against FSC in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
fraudulent conveyance and other similar laws and principles of equity affecting
creditors' rights and remedies generally.
(e) No Conflict. Neither the execution of this Agreement nor the
performance by FSC of its obligations hereunder will (i) violate or conflict
with FSC's Certificate of Incorporation or Bylaws or any applicable law or
order, (ii) violate, conflict with or result in a
3
breach or termination of, or otherwise give any person additional rights or
compensation under, or the right to terminate or accelerate, or constitute (with
notice or lapse of time or both) a default under the terms of any note, deed,
lease, instrument, security agreement, mortgage, commitment, contract,
agreement, license or other instrument or oral understanding to which FSC is a
party or (iii) result in the creation or imposition of any lien with respect to,
or otherwise have an adverse effect upon, any of the assets or properties of
FSC.
(f) Consents. No consent, approval or authorization of any
person or governmental authority is required in connection with the execution
and delivery by FSC of this Agreement or the consummation by FSC of the
transactions contemplated by this Agreement.
(g) Litigation. There are no judicial or administrative actions,
proceedings or investigations pending or, to the knowledge of FSC, threatened
that question the validity of this Agreement or any of the transactions
contemplated hereby.
(h) Ownership of FSC, Subsidiaries. Upon the issuance of all
Shares to the Investors at Closing, each issued and outstanding Share will be
duly authorized, validly issued and fully paid and nonassessable. FSC owns 100%
of the outstanding capital stock of Xmas and does not own equity securities of
any other entity.
(i) Stockholder Rights. Other than as provided in the
Stockholders Agreement, FSC has not granted preemptive, registration or similar
rights with respect to the Preferred Stock to any party.
ARTICLE IV
REPRESENTATION, WARRANTIES AND AGREEMENTS OF INVESTOR
4.1 Representations and Warranties of Each Investor. Each Investor
hereby severally, and not jointly, represents and warrants to the Company and
FSC and agrees with the Company and FSC as follows:
(a) Investor has such knowledge and experience in financial and
business matters that Investor is capable of protecting Investor's own interests
in connection with the purchase of the Shares and evaluating the merits and
risks of Investor's investments in the Company and FSC.
(b) Investor and Investor's advisors have such knowledge and
experience in financial, tax and business matters so as to enable Investor to
utilize the information made available to Investor in connection with the
investment contemplated hereby to evaluate the merits and risks of investments
in the Company and FSC and to make an informed investment decision with respect
thereto, and Investor is an "accredited investor" as defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Investor is familiar with the type of investment that the Shares constitute and
recognizes that investments in the Company and FSC involve substantial risks,
including risk of loss of the entire amount of such investment. Investor can
bear the economic risk of the purchase of the Shares and of the loss of the
entire amount of its investments in the Shares.
4
(c) Investor is aware that there are limitations and
restrictions on the circumstances under which Investor may offer to sell,
transfer or otherwise dispose of the Shares. Such limitations and restrictions
include those set forth in the Stockholders Agreement and those imposed by
operation of applicable securities laws and regulations. Investor acknowledges
that as a result of such limitations and restrictions, it might not be possible
to liquidate an investment in the Shares readily and that it may be necessary to
hold such investment for an indefinite period.
(d) In evaluating the suitability of investments in the Company
and FSC, Investor has not relied upon any oral or written representations or
other information from the Company, FSC or any affiliate of the Company or FSC
or any agent or representative of the Company or FSC or its affiliates except as
set forth herein. Investor and Investor's advisors have had a reasonable
opportunity to ask questions of and receive answers from a person or persons
acting on behalf of the Company or FSC concerning the terms and conditions of
the offering of the Shares, have had all such questions answered to Investor's
satisfaction and have had access to, and been supplied with, all additional
information deemed necessary by Investor to verify the accuracy of such
information.
(e) Investor is purchasing the Shares for Investor's own
account, for investment and not with a view to resale or distribution except in
compliance with the Securities Act, and the Stockholders Agreement. Investor
agrees not to sell or otherwise transfer the Shares without registration under
the Securities Act or applicable state securities laws or an exemption therefrom
and without complying with the Stockholders Agreement. Investor acknowledges
that the Shares have not been and, except as provided in the certain
Registration Rights Agreement (with respect to the Common Shares), will not be
registered under the Securities Act or the securities laws of any state.
(f) Investor agrees not to transfer or assign this Agreement or
any interest herein or rights hereunder without the prior written consent of the
Company and FSC, any purported transfer without such prior written consent shall
be null and void.
(g) If a corporation, Investor is duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
formation and has the requisite corporate power and authority to enter into this
Agreement and to undertake and complete the transactions contemplated herein.
(h) If a partnership or limited liability company, Investor is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation and has the requisite power and authority to enter
into this Agreement and to undertake and complete the transactions contemplated
herein.
(i) Neither the execution of this Agreement nor the performance
by Investor of Investor's obligations hereunder will (a) violate or conflict
with Investor's organizational documents or any applicable law or order or (b)
violate, conflict with or result in a breach or termination of, or otherwise
give any person additional rights or compensation under, or the right to
terminate or accelerate, or constitute (with notice or lapse of time or both) a
default under the terms of any note, deed, lease, instrument, security
agreement, mortgage, commitment, contract, agreement, license or other
instrument or oral understanding to which Investor is a party.
5
(j) No consent, approval or authorization of any person or
governmental authority is required in connection with the execution and delivery
by Investor of this Agreement or the consummation by Investor of the
transactions contemplated by this Agreement.
(k) This Agreement has been duly and validly executed and
delivered by Investor and constitutes the legal, valid and binding obligation of
Investor, enforceable against Investor in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
fraudulent conveyance and other similar laws and principles of equity affecting
creditors' rights and remedies generally. No further corporate, partnership or
limited liability company action on the part of Investor is or will be required
in connection with the transactions contemplated hereby.
ARTICLE V
MISCELLANEOUS
5.1 Governing Law. The Agreement shall be governed by and construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware, without giving effect to principles of conflict of laws thereof.
5.2 Waiver. Compliance with the provisions of this Agreement may be
waived only by a written instrument specifically referring to this Agreement and
signed by the party waiving compliance. No course of dealing, nor any failure or
delay in exercising any right, shall be construed as a waiver, and no single or
partial exercise of a right shall preclude any other or further exercise of that
or any other right.
5.3 Entire Agreement. This Agreement is the exclusive statement of the
agreement among the parties concerning the subject matter hereof. All
negotiations, disclosures, discussions and investigations relating to the
subject matter of this Agreement are merged into this Agreement, and there are
no representations, warranties, covenants, understandings or agreements, oral or
otherwise, relating to the subject matter of this Agreement, other than those
included or referenced herein.
5.4 Survival of Representations and Warranties. All representations,
warranties, covenants and agreements set forth in this Agreement shall survive
the execution and delivery of this Agreement and the closing and the
consummation of the transactions contemplated hereby.
5.5 Successors and Assigns. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and,
except as provided herein, their respective successors and permitted assigns.
5.6 Severability. In the event that any provision of this Agreement or
the application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected.
5.7 Consent to Jurisdiction. Each of the parties to this Agreement
consents to submit to the exclusive personal jurisdiction of any state or
federal court located in New York in any action or proceeding arising out of or
relating to this Agreement, agrees that all claims in respect of any
6
such action or proceeding may be heard and determined in any such court and
agrees not to bring any action or proceeding arising out of or relating to this
Agreement in any other court.
5.8 Headings and Counterparts. The headings in this Agreement are for
convenience of reference only and shall not constitute a part of this Agreement,
nor shall they affect its meaning, construction or effect. This Agreement may be
executed in counterparts, each of which when so executed shall be deemed to be
an original, and all of which when taken together shall constitute one and the
same instrument.
5.9 Further Assurances. Each party shall cooperate and take such action
as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
5.10 Expenses;Advisory Fees. The Company shall pay all expenses of the
Company, FSC and each of the Investors, including the fees and expenses of their
respective legal counsel and other advisors, incurred on its behalf in
connection with the preparation and negotiation of this Agreement and
consummation of the transactions contemplated hereby. Xxxxx Xxxxx will receive
an advisory fee at Closing equal to $90,909.09 for advise and assistance in
arranging the purchase of Shares and other transactions contemplated hereunder.
The other Investors shall also receive an advisory fee at closing pursuant to
the terms of their respective management agreements with the Company of even
date.
5.11 Certain Interpretive Matters.
(a) Unless the context otherwise requires: (i) all references to
Sections, are to Sections of this Agreement; (ii) each term defined in this
Agreement has the meaning assigned to it; (iii) each accounting term not
otherwise defined in this Agreement has the meaning assigned to it in accordance
with generally accepted accounting principles; (iv) words in the singular
include the plural and vice-versa; and (v) the term "including" means "including
without limitation". All references to laws in this Agreement will include any
applicable amendments thereunder. All references to $ or dollar amounts will be
to lawful currency of the United States. To the extent the term "day" or "days"
is used, it will mean calendar days (unless referred to as a "business day").
(b) No provision of this Agreement shall be interpreted in favor
of, or against, any of the parties hereto by reason of the extent to which any
such party or its counsel participated in the drafting thereof or by reason of
the extent to which any such provision is inconsistent with any prior draft
hereof or thereof.
[SIGNATURES ON FOLLOWING PAGE]
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
FIDELITY SEDGWICK HOLDINGS, INC.
By:
---------------------------------
Name:
Title:
FIDELITY SEDGWICK CORPORATION
By:
---------------------------------
Name:
Title:
FIDELITY NATIONAL FINANCIAL, INC.
By:
---------------------------------
Name:
Title:
Signature Page to Stock Purchase Agreement
THL EQUITY FUND V BRIDGE CORP.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
THL PARALLEL FUND V BRIDGE CORP.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
THL CAYMAN FUND V BRIDGE CORP.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
Signature Page to Stock Purchase Agreement
XXXXXX X. XXX INVESTORS LIMITED
PARTNERSHIP
By: THL Investment Management Corp.,
its general partner
By:
---------------------------------
Name: Xxxxxx X. Xxx
Title: Chief Executive Officer
Signature Page to Stock Purchase Agreement
XXXXXX INVESTMENTS EMPLOYEES'
SECURITIES COMPANY I LLC
By: Xxxxxx Investments Holdings,
LLC, its managing member
By: Xxxxxx Investment, LLC, its
managing member
By:
---------------------------------
Name:
Title:
XXXXXX INVESTMENTS EMPLOYEES'
SECURITIES COMPANY II LLC
By: Xxxxxx Investment Holdings,
LLC, its managing member
By: Xxxxxx Investments, LLC, its
managing member
By:
---------------------------------
Name:
Title:
XXXXXX INVESTMENT HOLDINGS, LLC
By: Xxxxxx Investments, LLC, its
managing member
By:
---------------------------------
Name:
Title:
Signature Page to Stock Purchase Agreement
EVERCORE CAPITAL PARTNERS II L.P.
By: Evercore Partners II L.L.C., its
General Partner
By:
---------------------------------
Name:
Title:
EVERCORE CO-INVESTMENT PARTNERSHIP
II L.P.
By: Evercore Co-Investment XX XX
L.L.C., its General Partner
By: Evercore Partners II L.L.C., its
Managing Member
By:
---------------------------------
Name:
Title:
Signature Page to Stock Purchase Agreement
------------------------------------
Xxxxx X. North
Signature Page to Stock Purchase Agreement
EXHIBIT A
INVESTOR SUBSCRIPTIONS TO COMMON STOCK
INVESTOR NAME AND ADDRESS SHARES OF COMMON AGGREGATE
STOCK PURCHASE PRICE
------------------------------------------------- ---------------- --------------
Fidelity National Financial, Inc. 14,400,000 $108,000,000.00
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
THL Equity Fund V Bridge Corp. 10,797,784 $80,983,380.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
THL Parallel Fund V Bridge Corp. 2,801,592 $21,011,940.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
THL Cayman Fund V Bridge Corp. 148,779 $1,115,842.50
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxx Investors Limited Partnership 209,271 $1,569,532.50
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Investments Employees' Securities Company 73,391 $550,432.50
I LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Investments Employees' Securities Company 65,527 $491,452.50
II LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Investment Holdings, LLC 85,476 $641,070.00
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Evercore Capital Partners II, L.P. 7,047,272 $52,854,540.00
c/o Evercore Partners
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Evercore Co-Investment Partnership II L.P. 43,636 $327,270.00
c/o Evercore Partners
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxx 327,272 $2,454,540.00
Total 36,000,000 $270,000,000.00
EXHIBIT B
INVESTOR SUBSCRIPTIONS TO PREFERRED STOCK
INVESTOR NAME AND ADDRESS SHARES OF AGGREGATE
PREFERRED STOCK PURCHASE PRICE
----------------------------------------------- --------------- --------------
Fidelity National Financial, Inc. 2,400,000 $24,000,000.00
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
THL Equity Fund V Bridge Corp. 1,799,630 $17,996,300.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
THL Parallel Fund V Bridge Corp. 466,932 $4,669,320.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
THL Cayman Fund V Bridge Corp. 24,796 $247,960.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx X. Xxx Investors Limited Partnership 34,878 $348,780.00
c/o Xxxxxx X. Xxx Partners, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Investments Employees' Securities Company 12,232 $122,320.00
I LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Investments Employees' Securities Company 10,921 $109,210.00
II LLC
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Investment Holdings, LLC 14,246 $142,460.00
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Evercore Capital Partners II, L.P. 1,174,546 $11,745,460.00
c/o Evercore Partners
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Evercore Co-Investment Partnership II L.P. 7,273 $72,730.00
c/o Evercore Partners
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx Xxxxx 54,546 $545,460.00
Total 6,000,000 $60,000,000.00
