VOTING AGREEMENT
EXECUTION VERSION
This VOTING AGREEMENT, dated as of December 13, 2006 (the “Agreement”), is entered into by and
between Alpharma Inc., a Delaware corporation (the “Purchaser”) and the shareholders of A.L.
Industrier A.S., a public limited liability company organized under the laws of Norway (“A.L.
Industrier”), whose signatures appear on the signature page to this Agreement and who jointly own
approximately 46% of the outstanding voting shares of A.L. Industrier (the “Principal
Shareholders”).
W I T N E S S E T H:
WHEREAS, the Purchaser, A.L. Industrier and AS Wangs Fabrik, a private limited liability
company formed under the laws of Norway and wholly owned subsidiary of A.L. Industrier (“Wangs
Fabrik”), propose to enter into a Stock Purchase Agreement dated as of the date hereof (as the same
may be amended from time to time, the “Stock Purchase Agreement”; capitalized terms used but not
defined in this Agreement shall have the meanings ascribed to them in the Stock Purchase
Agreement), which provides, upon the terms and subject to the conditions thereof, for the purchase
by the Purchaser or the Purchaser’s Subsidiary designees of 11,872,897 shares of the Class B Common
Stock, par value $0.20 per share, of the Purchaser (the “Class B Common Stock”) from Wangs Fabrik
(the “Transaction”); and
WHEREAS, the Transaction is a sale of substantially all of the assets of A.L. Industrier, so
the Requisite Shareholder Approval is required to consummate the Transaction; and
WHEREAS, as of the date hereof, each Principal Shareholder owns beneficially or of record or
has the power to vote, or direct the vote of, the number of A shares, par value NOK 1 per share, of
A.L. Industrier, and B shares, par value NOK 1 per share, of A.L. Industrier (collectively with the
A shares, the “A.L. Industrier Stock”) as set forth opposite such Principal Shareholder’s name on
Exhibit A hereto (all such A.L. Industrier Stock and any shares of A.L. Industrier Stock of
which ownership of record or beneficially or the power to vote is hereafter acquired by such
Principal Shareholder prior to the termination of this Agreement being referred to herein as the
“Principal Shareholder’s Shares”); and
WHEREAS, as a condition to the willingness of the Purchaser to enter into the Stock Purchase
Agreement, the Purchaser has requested that the Principal Shareholders enter into this Agreement,
and, in order to induce the Purchaser to enter into the Stock Purchase Agreement, the Principal
Shareholders have agreed to enter into this Agreement solely in each Principal Shareholder’s
capacity as a shareholder of A.L. Industrier; and
WHEREAS, this Agreement shall be of no force and effect until and unless the Stock Purchase
Agreement is executed and delivered by the parties thereto.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants
set forth herein and in the Stock Purchase Agreement and for other
good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES
SECTION 1.01 Transfer of Shares. Each Principal Shareholder shall not, directly or
indirectly, until the earlier of the termination of this Agreement or the receipt of the Requisite
Shareholder Approval (a) sell, pledge, encumber, assign, transfer, grant an option with respect to
or otherwise dispose of any or all of such Principal Shareholder’s Shares or any interest in such
Principal Shareholder’s Shares, (b) deposit any of such Principal Shareholder’s Shares or any
interest in such Principal Shareholder’s Shares into a voting trust or enter into a voting
agreement or arrangement with respect to any of such Principal Shareholder’s Shares or grant any
proxy or power of attorney with respect thereto (other than as contemplated herein), or (c) enter
into any contract, commitment, option or other arrangement or undertaking with respect to the
direct or indirect acquisition or sale, assignment, pledge, encumbrance, transfer, option with
respect to, or other disposition of any of such Principal Shareholder’s Shares. Notwithstanding
the provisions in the previous sentence, prior to the Closing Date, each Principal Shareholder may
transfer, sell, exchange, pledge or otherwise dispose of or encumber such Principal Shareholder’s
Shares to any Affiliate of such Principal Shareholder, provided that each such transferee or
assignee, prior to the completion of the transfer, sale, exchange, pledge or encumbrance, shall
have executed documents assuming all of the obligations of the Principal Shareholder under this
Agreement with respect to the transferred securities. Furthermore, each Principal Shareholder
undertakes to act in good faith in order to effectuate and seek to consummate the transactions
contemplated by the Stock Purchase Agreement and this Agreement.
SECTION 1.02 Vote in Favor of the Transaction. Each Principal Shareholder, solely in
such Principal Shareholder’s capacity as a shareholder of A.L. Industrier, agrees to vote (or cause
to be voted) all of such Principal Shareholder’s Shares at any meeting of the shareholders of A.L.
Industrier or any adjournment thereof, and in any action by written consent of the shareholders of
A.L. Industrier (whether held directly or beneficially and whether now owned or hereafter acquired)
(i) in favor of the adoption of the Stock Purchase Agreement and approval of the Transaction, and
in favor of the other transactions contemplated by the Stock Purchase Agreement, (ii) in favor of
an amendment to the Bylaws of A.L. Industrier as set forth in Exhibit E to the Stock
Purchase Agreement, and (iii) in favor of any other matter directly relating to the consummation of
the transactions contemplated by the Stock Purchase Agreement. If a Principal Shareholder is the
beneficial owner, but not the record holder, of such Principal Shareholder’s Shares, such Principal
Shareholder agrees to take all commercially reasonable actions necessary to cause the record holder
and any nominees to vote all of such Principal Shareholder’s Shares in accordance with the
foregoing provisions.
SECTION 1.03 Alternate Transaction. Each Principal Shareholder agrees it will not
engage in any discussions and/or negotiations (or otherwise enter into any agreement) with any
persons directly or indirectly relating to the sale or other disposition of all or a portion of the
Shares, or the voting thereof (an “Alternate Transaction”). Each Principal Shareholder agrees on
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behalf
of itself and its officers, directors, employers, representatives, agents, and
financial advisors it will not otherwise solicit, initiate or encourage inquiries or proposals or
offers from or provide information to any person regarding, or that could reasonably be expected to
result in, a proposal for an Alternate Transaction. Each Principal Shareholder agrees it will vote
its Shares against any Alternate Transaction.
SECTION 1.04 Effectiveness of Agreement; Termination. The respective rights and
obligations of the parties hereto under this Agreement are subject to the execution and delivery of
the Stock Purchase Agreement by each of the parties thereto and therefore this Agreement will be of
no force and effect until the Stock Purchase Agreement is executed and delivered by such parties.
This Agreement and the obligations of each Principal Shareholder pursuant to this Agreement shall
terminate upon the earliest of (a) six months from the date hereof, (b) the Closing Date, (c) the
date of any material amendment of the Stock Purchase Agreement without the prior written consent of
such Principal Shareholder, (d) the date of any termination of the Stock Purchase Agreement
pursuant to Sections 8.1(a) or 8.1(c) of the Stock Purchase Agreement, or (e) the date of any
termination of the Stock Purchase Agreement by Parent pursuant to Section 8.1(d) of the Stock
Purchase Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PRINCIPAL SHAREHOLDERS
OF PRINCIPAL SHAREHOLDERS
The Principal Shareholders severally, and not jointly, hereby represent and warrant to the
Purchaser as follows:
SECTION 2.01 Authorization; Binding Agreement. Each Principal Shareholder has all
legal right, power, authority and capacity to execute and deliver this Agreement, to perform his,
her or its obligations hereunder, and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by each Principal Shareholder and,
assuming its due authorization, execution and delivery by or on behalf of the Purchaser,
constitutes the legal, valid and binding obligations of each Principal Shareholder, enforceable
against such Principal Shareholder in accordance with its terms, subject to the effect of any
applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally.
SECTION 2.02 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by each Principal Shareholder do not, and the
performance of this Agreement by each Principal Shareholder will not, (i) conflict with or violate
any material statute, law, rule, regulation, order, judgment or decree applicable to such Principal
Shareholder or by which such Principal Shareholder or any of such Principal Shareholder’s material
properties or assets is bound or affected, (ii) conflict with or violate the organizational
documents of such Principal Shareholder who is not an individual person, or (iii) result in or
constitute (with or without notice or lapse of time or both) any breach of or default under, or
give to another party any right of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien or encumbrance or restriction on any of the
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material
property or assets of such Principal Shareholder pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Principal Shareholder is a party or by which such Principal Shareholder or
any of such Principal Shareholder’s material properties or assets is bound or affected. There is
no beneficiary or holder of a voting trust certificate or other interest of any trust of which any
Principal Shareholder is a trustee whose further consent is required for the execution and delivery
of this Agreement or the consummation by such Principal Shareholder of the transactions
contemplated by this Agreement.
(b) The execution and delivery of this Agreement by each Principal Shareholder do not, and the
performance of this Agreement by each Principal Shareholder will not, require any material consent,
approval, order, permit or governmental, authorization or permit of, or filing with or notification
to, any third party or any governmental, regulatory or administrative authority, agency or
commission, domestic or foreign. No Principal Shareholder has any understanding in effect with
respect to the voting or transfer of any of such Principal Shareholder’s Shares. No Principal
Shareholder has received or will receive any payment or compensation in any way, directly or
indirectly, by A.L. Industrier or Wangs Fabrik to induce such Principal Shareholder to enter into
this Agreement or the Stock Purchase Agreement, except payments pursuant to the Stock Purchase
Agreement and compensation received as a director, officer or employee of A.L. Industrier or Wangs
Fabrik in the ordinary course.
SECTION 2.03 Litigation. There is no private or governmental action, suit,
proceeding, claim, arbitration or investigation pending or, to the knowledge of each Principal
Shareholder, threatened before any agency, administration, court or tribunal, foreign or domestic,
against such Principal Shareholder or any of his, her or its respective material properties that
would prevent, enjoin, materially delay or impair such Principal Shareholder’s ability to
consummate the transactions contemplated by this Agreement. There is no judgment, decree or order
against such Principal Shareholder that would prevent, enjoin, alter or materially delay any of the
transactions contemplated by this Agreement, or that, individually or in the aggregate, would have
a material adverse effect on such Principal Shareholder’s ability to consummate the transactions
contemplated by this Agreement.
SECTION 2.04 Reliance. Each Principal Shareholder understands and acknowledges that
Purchaser is entering into the Stock Purchase Agreement in reliance upon such Principal
Shareholder’s execution, delivery and performance of this Agreement.
SECTION 2.05 Title to Shares. As of the date of this Agreement, each Principal
Shareholder is the sole record and beneficial owner of, or has a power of attorney with respect to
such Principal Shareholder’s Shares set forth opposite such Principal Shareholder’s name on
Exhibit A hereto. Each Principal Shareholder’s Shares set forth opposite such Principal
Shareholder’s name on Exhibit A hereto, are all of the securities of A.L. Industrier owned,
directly or indirectly, of record or beneficially by such Principal Shareholder on the date of this
Agreement. Other than as set forth on Exhibit B hereto, (a) each Principal Shareholder has
good and marketable title to all of such shares, free and clear of all liens, claims, options,
proxies, voting agreements and security interests and has the sole right to such Shares and there
are no restrictions on rights of disposition or other liens pertaining to such Shares, and (b) none
of the Shares is subject to any voting trust or other contract with respect to the voting thereof,
and no
4
proxy, power of attorney or other authorization has been granted with respect to any of such
Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
The Purchaser hereby represents and warrants to the Principal Shareholders as follows:
SECTION 3.01 Authorization; Binding Agreement. The Purchaser has all legal right,
power, authority and capacity to execute and deliver this Agreement and to perform its obligations
hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by or on behalf of the Purchaser and, assuming its due
authorization, execution and delivery by or on behalf of the Principal Shareholders, constitutes
the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency,
moratorium or similar law affecting creditors’ rights generally.
SECTION 3.02 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the Purchaser will not, (i) conflict with
or violate any material statute, law, rule, regulation, order, judgment or decree applicable to the
Purchaser or by which the Purchaser or any of the Purchaser’s material properties or assets is
bound or affected, (ii) violate or conflict with the Certificate of Incorporation or Bylaws of the
Purchaser, or (iii) result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination, amendment,
acceleration or cancellation of, or result in the creation of any lien or encumbrance or
restriction on any of the material property or assets of the Purchaser pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which the Purchaser is a party or by which the Purchaser or any of the Purchaser’s
material properties or assets is bound or affected.
(b) The execution and delivery of this Agreement by the Purchaser do not, and the performance
of this Agreement by the Purchaser will not, require any material consent, approval, order, permit
or governmental authorization or permit of, or filing with or notification to, any third party or
any governmental, regulatory or administrative authority, agency or commission, domestic or
foreign.
ARTICLE IV
COVENANTS OF PRINCIPAL SHAREHOLDERS
SECTION 4.01 Further Assurances. From time to time and without additional
consideration, the Principal Shareholder shall execute and deliver, or cause to be executed and
delivered, such additional transfers, assignments, endorsements, consents and other instruments,
5
and
shall take such further actions, as the Purchaser may reasonably request for the purpose
of carrying out and furthering the intent of this Agreement.
ARTICLE V
GENERAL PROVISIONS
SECTION 5.01 Entire Agreement; Amendments. This Agreement, the Stock Purchase
Agreement and the other agreements referred to herein and therein constitute the entire agreement
of the parties hereto and supersede all prior agreements and undertakings, both written and oral,
between the parties hereto with respect to the subject matter hereof. This Agreement may not be
amended or modified except in an instrument in writing signed by, or on behalf of, the parties
hereto.
SECTION 5.02 Assignment. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, personal or legal
representatives, heirs, distributees, devisees, legatees, executors, administrators and permitted
assigns; provided, that, except as provided in Section 1.01 of this Agreement, any assignment,
delegation or attempted transfer of any rights, interests or obligations under this Agreement by
the Principal Shareholder without the prior written consent of the Purchaser shall be void.
SECTION 5.03 Enforcement of Agreement. Each Principal Shareholder acknowledges and
agrees that Purchaser could be damaged irreparably if any of the provisions of this Agreement are
not performed in accordance with their specific terms and that any breach of this Agreement by a
Principal Shareholder could not be adequately compensated by monetary damages. Accordingly, each
Principal Shareholder agrees that, subject to applicable law, (a) it will waive, in any action for
specific performance, the defense of adequacy of a remedy at law, and (b) in addition to any other
right or remedy to which Purchaser may be entitled, at law or in equity, Purchaser will be entitled
to enforce any provision of this Agreement by a decree of specific performance and to temporary,
preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of
the provisions of this Agreement, without posting any bond or other undertaking.
SECTION 5.04 Fees and Expenses. Except as otherwise provided herein or in the Stock
Purchase Agreement, all costs and expenses (including, without limitation, all fees and
disbursements of counsel, accountants, investment bankers, experts and consultants to a party)
incurred in connection with this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such costs and expenses.
SECTION 5.05 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered by hand or by a reputable international overnight
delivery service, or sent via facsimile, with confirmation of receipt, to the parties at the
following address or at such other address for a party as shall be specified by notice hereunder:
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if to the Principal Shareholders, to:
AS Swekk
c/o Alpharma AS, att: E .W Sissener
P. O. Xxx 000 Xxxxxx, 0000 Xxxx, XXXXXX
Telephone: x00 00 00 00 00
Facsimile: x00 00 00 00 00
c/o Alpharma AS, att: E .W Sissener
P. O. Xxx 000 Xxxxxx, 0000 Xxxx, XXXXXX
Telephone: x00 00 00 00 00
Facsimile: x00 00 00 00 00
Bluebird Invest I AS
x/x Xxxxxx
Xxxxxxxxxxxx 00, 0000 Xxxx, XXXXXX
x/x Xxxxxx
Xxxxxxxxxxxx 00, 0000 Xxxx, XXXXXX
EWS-Stiftelsen
c/o Alpharma AS, att: E .W Xxxxxxxx
Xxxxxxxxxxxxx 0, 0000 Xxxx, XXXXXX
c/o Alpharma AS, att: E .W Xxxxxxxx
Xxxxxxxxxxxxx 0, 0000 Xxxx, XXXXXX
Xxxxx Xxxxxxx Sissener
Mo Xxxxxxxx 0, 0000 Xxxxxxxxxx, XXXXXX
Mo Xxxxxxxx 0, 0000 Xxxxxxxxxx, XXXXXX
Xxxxx Xxxxxxx Sissener
c/o Alpharma AS
X.X. Xxx 000 Xxxxxx, 0000 Xxxx,
XXXXXX
c/o Alpharma AS
X.X. Xxx 000 Xxxxxx, 0000 Xxxx,
XXXXXX
Annicken Sissener
c/o Xxxxx X. Xxxxxxxx, Mo Xxxxxxxx 0, 0000
Xxxxxxxxxx, XXXXXX
c/o Xxxxx X. Xxxxxxxx, Mo Xxxxxxxx 0, 0000
Xxxxxxxxxx, XXXXXX
Xxxxxxxxx Xxxxxxxx
c/o Xxxxx X. Xxxxxxxx, Mo Xxxxxxxx 0, 0000
Xxxxxxxxxx, XXXXXX
c/o Xxxxx X. Xxxxxxxx, Mo Xxxxxxxx 0, 0000
Xxxxxxxxxx, XXXXXX
with a copy to(which shall not constitute notice hereunder):
Wiersholm, Mellbye & Bech advokatfirma as
X.X. Xxx 0000 Xxxx, 0000 Xxxx, XXXXXX
Telephone: x00 00 00 00 00
Facsimile: x00 00 00 00 00
Attention: Ståle Gjengset, Advokat
X.X. Xxx 0000 Xxxx, 0000 Xxxx, XXXXXX
Telephone: x00 00 00 00 00
Facsimile: x00 00 00 00 00
Attention: Ståle Gjengset, Advokat
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if to the Purchaser, to:
Alpharma Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Secretary
Xxx Xxxxxxxxx Xxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Facsimile: (000) 000-0000
Attention: Secretary
with a copy to (which shall not constitute notice hereunder):
Xxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Any such notice shall be deemed to have been given (a) upon actual delivery, if delivered by hand,
(b) on the next Business Day following deposit of such notice, properly addressed with carriage
prepaid, with a reputable international overnight delivery service or on the second Business day if
such delivery is to a foreign address or (d) upon sending such notice, if sent via facsimile, with
confirmation of receipt.
SECTION 5.06 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
SECTION 5.07 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible to the fullest extent permitted by applicable law in an acceptable manner.
SECTION 5.08 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the country of Norway applicable to contracts executed in and to be
performed in that country without regard to any conflicts of laws. In any dispute arising out of
or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each
of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction
and venue of the Oslo District Court.
SECTION 5.09 No Waiver. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.
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SECTION 5.10 Counterparts. This Agreement may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute one and
the same agreement.
SECTION 5.11 Survival. The representations, warranties and agreement of the parties
contained in this Agreement shall not survive the termination of this Agreement; provided, that no
such termination shall relieve any party hereto from any liability from an intentional breach of
this Agreement prior to the date of termination.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the date first written above.
ALPHARMA INC. |
||||
By: | /s/ X.X. Xxxxxxxx | |||
Name: | X.X. Xxxxxxxx | |||
Title: | President & CEO | |||
/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx on behalf of AS Swekk | ||||
/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx on behalf of Bluebird Invest I AS | ||||
/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx on behalf of EWS-Stiftelsen | ||||
/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx on behalf of Xxxxx Xxxxxxx Sissener | ||||
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/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx | ||||
/s/ Xxxxx X. Xxxxxxxx ---- Xxxxx X. Xxxxxxxx on behalf of Annicken Sissener | ||||
/s/ Xxxxx X. Xxxxxxxx | ||||
Xxxxx X. Xxxxxxxx on behalf of Xxxxxxxxx Xxxxxxxx | ||||
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EXHIBIT A
SHARES OWNED
Name of Principal Shareholder
|
A Shares | B Shares | Total Number of Shares |
Shares Issuable upon Exercise of Options, etc. |
||||||||||||||||||
AS Swekk
|
2,189,660 | 1,227,606 | 3,417,266 | 0 | ||||||||||||||||||
Bluebird Invest I AS
|
1,500,000 | 750,000 | 2,250,000 | 0 | ||||||||||||||||||
EWS Stiftelsen
|
819,000 | 409,500 | 1,228,500 | 0 | ||||||||||||||||||
Xxxxx Xxxxxxx Sissener
|
324,000 | 162,000 | 486,000 | 0 | ||||||||||||||||||
Xxxxx Xxxxxxx Sissener
|
387,360 | 50,724 | 438,084 | 0 | ||||||||||||||||||
Annicken Sissener
|
78,000 | 39,000 | 117,000 | 0 | ||||||||||||||||||
Xxxxxxxxx Xxxxxxxx
|
78,000 | 39,000 | 117,000 | 0 | ||||||||||||||||||
Total
|
5,376,020 | 2,677,830 | 8,053,850 | 0 | ||||||||||||||||||