VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is
entered into as of November 18, 1997, among Xxxxxxx X. Xxxx
("Xxx"), Xxxxxxx X. Xxxx, XX ("Xxx"), Xxxxxxx X. Xxxx, as
Trustee of the 1989 Xxxxxxx X. Xxxx Revocable Trust under
Declaration of Trust dated January 23, 1989 (the "Ray
Trust"), Losi Enterprises Limited Partnership, a California
limited partnership ("Enterprises"), Xxxxxxx X. Xxxx, XX and
Xxxxx Xxxx, as Co-Trustees of the Xxx and Xxxxx Xxxx
Revocable Trust dated January 1, 1989 (the "Xxx Trust"), EML
Enterprises, L.P., a California limited partnership ("EML"),
Xxxxxx Xxxx, as Trustee of the Xxxxxx Xxxx Revocable Trust
under Declaration of Trust dated October 13, 1993 (the
"Xxxxxx Trust"), Xxxxxxx Xxxx, as Trustee of the 1989 Xxxxxxx
Xxxx Revocable Trust under Declaration of Trust dated January
31, 1989 (the "Xxxxxxx Trust"), The BL 1995 Limited
Partnership, a California limited partnership ("BL"), Xxxxxxx
X. Xxxx, as Trustee of the Xxxxx X. Xxxx Voting Trust (the
"Xxxxx Trust") and Remy Capital Partners IV, L.P., a Delaware
limited partnership ("Remy"). Ray, Jay, the Ray Trust,
Enterprises, the Xxx Trust, EML, the Xxxxxx Trust, the
Xxxxxxx Trust, BL and the Xxxxx Trust are sometimes
collectively referred to herein as the "Losi Entities" and
individually as a "Losi Entity".
B A C K G R O U N D
A. Pursuant to that certain Stock Purchase
Agreement, dated as of the date hereof (the "Purchase
Agreement"), among Remy, The RHL Limited Partnership, a
California limited partnership, EML and BL (collectively, the
"Sellers"), Remy has agreed to purchase from the Sellers One
Million Six Hundred Sixty-Six Thousand Six Hundred
Sixty-Seven (1,666,667) shares of Common Stock of Variflex,
Inc., a Delaware corporation (the "Company"), which shares
represent approximately twenty-seven percent (27%) of the
outstanding shares of Common Stock of the Company.
B. As of the Effective Date (defined below),
each Losi Entity owns the number of shares of Common Stock of
the Company as set forth on Exhibit A attached hereto, and
collectively, the Losi Entities own One Million Seven Hundred
Ninety Thousand Seven Hundred Twenty-Nine (1,790,729) shares
of Common Stock of the Company, which shares represent
approximately twenty-nine percent (29%) of the outstanding
shares of the Company.
C. In order to induce Remy to purchase the
shares of Common Stock from the Sellers under the Purchase
Agreement, the parties hereto have agreed to enter into this
Agreement upon the terms and conditions set forth below.
A G R E E M E N T
In consideration of the mutual promises contained
herein and intending to be legally bound, the parties agree
as follows:
1. Election of Directors. Each of the parties
agrees to vote all of the Company's stock owned by it or
which it has a right to vote (the "Stock") and to take all
such other action as may be necessary so that each of the
following occurs and remains in effect from the first
stockholders' meeting of the Company held after the date
hereof throughout the term of this Agreement:
(a) The Company's Board of Directors shall have
no more than six (6) members.
(b) Subject to subsections (c) and (d), two (2)
of such directors shall be individuals selected by Remy, two
(2) of such directors shall be individuals selected by a
"majority vote" of the Losi Entities and two (2) of such
directors shall be "independent directors" approved by each
of the Losi Entities and by Remy.
(c) If at any time during the term hereof
either Remy, on the one hand, or the Losi Entities,
collectively, on the other hand, owns more than thirty-three
and one-third percent (33 1/3%) but less than or equal to
sixty-six and two-thirds percent (66 2/3%) of the number of
shares of Common Stock of the Company owned by it on the
Effective Date (as defined below) (for purposes of this
subsection only, such party shall be referred to as the
"One-Third Selling Party"), such One-Third Selling Party
shall only be entitled to select one (1) director to the
Company's Board of Directors such that the Board of Directors
will consist of one (1) individual selected by the One-Third
Selling Party (or by a "majority vote" of the One-Third
Selling Party if the One-Third Selling Party is the Losi
Entities), three (3) individuals selected by Remy or a
"majority vote" of the Losi Entities (whichever is not the
One-Third Selling Party) and two (2) individuals selected to
be the "independent directors" approved by each of the Losi
Entities and by Remy.
(d) If at any time during the term hereof
either Remy, on the one hand, or the Losi Entities,
collectively, on the other hand, owns less than or equal to
thirty-three and one-third percent (33 1/3%) of the number of
shares of Common Stock of the Company owned by it on the
Effective Date (as defined below) (for purposes of this
subsection only, such party shall be referred to as the
"Two-Thirds Selling Party"), such Two-Thirds Selling Party
shall not be entitled to select a director to the Company's
Board of Directors such that the Board of Directors will
consist of four (4) individuals selected by Remy or a
"majority vote" of the Losi Entities (whichever is not the
Two-Thirds Selling Party) and two (2) individuals selected to
be the "independent directors" approved by each of the Losi
Entities and by Remy.
Each of the parties hereto agrees that it shall use its
best efforts to reach an agreement as to the selection of the
individuals who will serve as independent directors.
Beginning in 1998, if, despite these best efforts, the
parties cannot agree on the selection of both individuals who
will serve as independent directors on or before July 31 in
any year during the term of this Agreement, Remy shall submit
a list to the Losi Entities of not less than five (5) and not
more than ten (10) individuals who constitute Remy's nominees
for the position of independent director, from which list,
the Losi Entities shall, by majority vote, be entitled to
select one (1) individual to serve as an independent
director. Similarly, the Losi Entities shall submit a list
to Remy of the names of not less than five (5) and not more
than ten (10) individuals who constitute the Losi Entities'
nominees for the position of independent director, from which
list, Remy shall be entitled to select one (1) individual to
serve as an independent director. Beginning in 1998, if on
or before July 31 in any year during the term of this
Agreement, the parties hereto have agreed on the selection of
one (1) individual to serve as an independent director (the
"Agreed Nominee") and cannot agree on the selection of a
second individual, then either Remy or the Losi Entities,
collectively (whichever party originally nominated or
suggested the Agreed Nominee), shall be entitled to select
the second independent director from a list of not less than
five (5) and not more than ten (10) individuals chosen by
either Remy or the Losi Entities (whichever party did not
originally nominate or suggest the Agreed Nominee). In the
event that an individual selected under this paragraph to
serve as an independent director declines to serve on the
Company's Board of Directors, then the party who selected
said individual from the list of nominees provided to it by
the other party shall be entitled to select another
individual from the same list of nominees.
For purposes hereof, the term "independent directors"
shall mean (i) such individuals who have not been employed
by, or consulted with, any of the Losi Entities or Remy for
the past five (5) years; and (ii) such individuals who will
be considered independent for purposes of NASDAQ and/or the
American Stock Exchange. The term "majority vote" shall mean
a vote by the Losi Entities in which a majority of the number
of shares of Common Stock owned by all of the Losi Entities
are voted in favor of an individual or individuals to serve
as a director of the Company's Board of Directors.
Notwithstanding the foregoing, for purposes of
paragraphs 1(c) and 1(d) above, the term "Remy" and the term
"Losi Entities" shall be expanded to include any Permitted
Transferees of either Remy or any of the Losi Entities who
agree to be bound by the provisions hereof. For purposes of
this Agreement, the term "Permitted Transferee" shall mean
(i) a transferor's spouse and lineal descendants; (ii) a
transferor's successors, personal representatives and heirs;
(iii) any trustee of any trust created primarily for the
benefit of any or all of such spouse and lineal descendants
(but that may include beneficiaries that are charities) or of
any revocable trust created by a transferor; (iv) following
the death of a transferor, all beneficiaries under any such
trust; (v) the transferor, in the case of a transfer from any
Permitted Transferee back to its transferor; (vi) any entity
all of the equity of which is directly or indirectly owned by
the transferor or any of the foregoing; and (vii) in the case
of Remy, Remy's partners.
2. Stock Splits, Stock Dividends, etc. In the
event of any stock split, stock dividend, recapitalization,
reorganization, or the like, any securities issued with
respect to the Stock shall become Stock for purposes of this
Agreement.
3. Termination. This Agreement and the
obligations of the parties hereunder shall become effective
upon consummation of Remy's acquisition of shares under the
Purchase Agreement (the "Effective Date") and shall terminate
on the earlier to occur of December 31, 2007, or the date on
which Remy transfers all of the Stock owned by it to its
partners; provided, however, that in no event shall Remy
transfer all of the Stock owned by it to its partners until
the earlier to occur of: (a) five (5) years from the
Effective Date; or (b) the date on which Remy ceases to exist
as a partnership.
4. Right of First Offer. Each of the Losi
Entities and Remy agree that beginning with the Effective
Date and continuing until termination:
(a) If any of the Losi Entities (for purposes
of this Section 4(a), the "Offeror") desires to sell or
transfer any of its Stock to anyone other than a Permitted
Transferee, the Offeror shall follow the procedures set forth
below:
(i) The Offeror shall deliver a written notice
(a "First Offer Notice") to Remy, which notice shall set
forth all material terms and conditions, including, but not
limited to, the number of shares offered (the "Offered
Shares") and the purchase price on which the Offeror desires
to sell the Offered Shares.
(ii) During the fifteen (15) day period after a
First Offer Notice is duly given (the "Remy Offer Period"),
Remy shall have an option to purchase all of the Offered
Shares on the terms contained in the First Offer Notice. If
Remy exercises said option, Remy shall deliver a written
notice to the Offeror indicating said exercise and the number
of shares it desires to purchase (the "Acceptance"). Payment
with respect to the Offered Shares so purchased shall be due
within five (5) business days of delivery of the Acceptance.
(iii) If Remy has not exercised its option to
purchase all of the Offered Shares on the terms contained in
the First Offer Notice by the end of the Remy Offer Period,
the Offeror shall be free during the thirty (30) day period
thereafter to dispose of the Offered Shares to any other Losi
Entity or to any third party pursuant to terms and conditions
no more favorable (including, but not limited to, price and
payment terms) to the Offeror than as set forth in the First
Offer Notice. If the Offeror has not disposed of all of the
Offered Shares within this thirty (30) day period, the
remaining Offered Shares will again be subject to this
Section 4(a).
(b) If Remy desires to sell or transfer any of
its Stock to anyone other than a Permitted Transferee, Remy
shall follow the procedures set forth below:
(i) Remy shall deliver a First Offer Notice to
each of the Losi Entities, which notice shall set forth all
material terms and conditions, including, but not limited to,
the Offered Shares and the purchase price on which Remy
desires to sell the Offered Shares.
(ii) During the fifteen (15) day period after a
First Offer Notice is duly given (the "Losi Offer Period"),
each of the Losi Entities shall have an option to purchase at
least that portion of the Offered Shares equal to a fraction,
the numerator of which shall be the percentage interest in
the Company then owned by such Losi Entity and the
denominator of which shall be the total percentage interest
in the Company then owned by all other Losi Entities (the
"Percentage Interest"), or more than its Percentage Interest,
if available, on the terms contained in the First Offer
Notice. Each Losi Entity desiring to exercise such option
shall deliver an Acceptance to Remy, which Acceptance shall
indicate the number of shares such party desires to purchase.
If each Losi Entity delivers an Acceptance to Remy indicating
that it would like to purchase its Percentage Interest of the
Offered Shares, then each Losi Entity shall be entitled to
purchase Offered Shares based on its Percentage Interest. If
one (1), or more than one (1), Losi Entity desires to
purchase more than its Percentage Interest of the Offered
Shares and there are not a sufficient number of Offered
Shares to satisfy all Acceptances, each Losi Entity that has
delivered an Acceptance shall first be entitled to purchase
Offered Shares based on its Percentage Interest, and the
remainder of the Offered Shares shall be allocated among
those Losi Entities desiring to purchase in excess of their
Percentage Interest pro-rata in proportion to such Losi
Entities' respective interests. If Remy does not receive
Acceptances for all of the Offered Shares by the end of the
Losi Offer Period, none of the Acceptances received shall be
given effect and Remy shall be free to proceed under
paragraph (iii), below. Payment with respect to the Offered
Shares shall be due within five (5) business days of delivery
of the Acceptance.
(iii) If Remy does not receive Acceptances for
all of the Offered Shares by the end of the Losi Offer
Period, Remy shall be free during the thirty (30) day period
thereafter to dispose of the Offered Shares to any third
party pursuant to terms and conditions no more favorable
(including, but not limited to, price and payment terms) to
Remy than as set forth in the First Offer Notice.
If Remy has not disposed of all of the Offered Shares within
this thirty (30) day period, the remaining Offered Shares
will again be subject to this Section 4(b).
5. Stock Ownership. Each of the Losi Entities
represents and warrants to Buyer that as of the Effective
Date, Exhibit A is a true and complete statement of the
number of shares of Common Stock owned by it and that no
other members of the Losi family, nor any entities owned or
controlled by them, own any additional shares of Common Stock
of the Company.
6. Amendments; Waivers. Amendments, waivers,
demands, consents and approvals under this Agreement must be
in writing and designated as such. No failure or delay in
exercising any right will be deemed a waiver of such right.
7. Integration. This Agreement is the entire
agreement between the parties pertaining to its subject
matter, and supersedes all prior agreements and
understandings of the parties in connection with such subject
matter.
8. Interpretation; Governing Law. This
Agreement is to be construed as a whole and in accordance
with its fair meaning. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of
the State of California, without regard to conflicts of laws
principles.
9. Headings. Headings of Sections and
subsections are for convenience only and are not a part of
this Agreement.
10. Counterparts. This Agreement may be
executed in one or more counterparts, all of which constitute
one agreement.
11. Successors and Assigns. This Agreement is
binding upon and inures to the benefit of each party and such
party's respective heirs, personal representatives,
successors and assigns. Nothing in this Agreement, express
or implied, is intended to confer any rights or remedies upon
any other person.
12. Expenses. Each party will pay its own
expenses in the negotiation, preparation and performance of
this Agreement.
13. Representation by Counsel; Interpretation.
Each party acknowledges that it has been represented by
counsel in connection with this Agreement. Any rule of law,
including, but not limited to, Section 1654 of the California
Civil Code, or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement
against the party that drafted it, has no application and is
expressly waived.
14. Severability. The provisions of this
Agreement are severable. The invalidity, in whole or in
part, of any provision of this Agreement shall not affect the
validity or enforceability of any other of its provisions.
If one or more provisions hereof shall be so declared invalid
or unenforceable, the remaining provisions shall remain in
full force and effect and shall be construed in the broadest
possible manner to effectuate the purposes hereof. The
parties further agree to replace such void or unenforceable
provisions of this Agreement with valid and enforceable
provisions which will achieve, to the extent possible, the
economic, business and other purposes of the void or
unenforceable provisions.
15. Specific Performance. In view of the
uniqueness of the matters contemplated by this Agreement, the
parties hereto would not have an adequate remedy at law for
money damages if this Agreement is not being performed in
accordance with its terms. The parties therefore agree that
each party will be entitled to specific enforcement of the
terms hereof in addition to any other remedy to which such
party may be entitled.
16. Notices. All notices, demands and requests
required by this Agreement shall be in writing and shall be
deemed to have been given for all purposes (i) upon personal
delivery, (ii) one (1) business day after being sent, when
sent by professional overnight courier service for next
business day delivery from and to locations within the
continental United States, (iii) five (5) days after posting
when sent by registered or certified mail, or (iv) on the
date of receipt by the sending party of confirmation of the
successful transmission of the facsimile, as printed by the
facsimile machine, when sent by facsimile. Any party hereto
may from time to time by notice in writing served upon the
others as provided herein, designate a different mailing
address or a different party to which such notices or demands
are thereafter to be addressed or delivered.
17. Legends. A legend in substantially the
following form (or containing substantially the same
information as set forth in the following form) shall be
inscribed on all the certificates representing shares of
stock subject to this Agreement:
"The shares represented by this certificate are
subject to a Voting Agreement, dated as of November 18, 1997,
among certain of the stockholders of the Company. The
Company will furnish a copy of such Agreement to any person
without charge upon written request to the Company at its
principal office."
Notwithstanding the foregoing, the parties hereto
agree to cooperate with the Company in the removal of such
restrictive legend if required pursuant to the terms of that
certain Registration Rights Agreement of even date herewith
between the Company and Remy.
18. Further Actions. Subject to the terms and
conditions of this Agreement, each of the parties agrees to
use all commercially reasonable efforts to take, or cause to
be taken, all action necessary, proper or advisable to
consummate and make effective the transactions contemplated
by this Agreement.
19. Arbitration. (a) Any and all disputes of
any nature (whether sounding in contract or in tort) arising
out of or relating to this Agreement shall be initiated,
maintained and determined exclusively by binding arbitration
in the County of Los Angeles, State of California, pursuant
to Section 19(c). The parties agree irrevocably to submit
themselves, in any suit to confirm the judgment or finding of
such arbitrator, to the jurisdiction of the United States
District Court for the Central District of California and the
jurisdiction of any court of the State of California located
in Los Angeles County and waive any and all objections to
jurisdiction that they may have under the laws of the State
of California or the United States.
(b) In case of a dispute, any party may
commence the arbitration by giving written notice to the
other pursuant to Section 16. The Arbitrator will be a
retired judge of the United States District Court for the
Central District of California or of the Superior Court of
the State of California in and for the County of Los Angeles.
The arbitration proceeding will be conducted by means of a
reference pursuant to California Code of Civil Procedure
Section 638(1). Within ten (10) business days after receipt
of the notice requesting arbitration, the parties shall
attempt in good faith to agree upon the Arbitrator to whom
the dispute will be referred and on a joint statement of
contentions. Unless agreement as to an Arbitrator is
theretofore reached, within ten (10) business days after
receipt of the notice requesting arbitration, each party
shall submit the names of three (3) retired judges who have
served at least five (5) years as trial judges in the
Superior Court of the State of California or in the United
States District Court. Either party may then file a petition
seeking the appointment by the presiding Judge of the
Superior Court of one of the persons so named as "referee" in
accordance with said Code of Civil Procedure 638(1), which
petition shall recite in a clear and meaningful manner the
factual basis of the controversy between the parties and the
issues to be submitted to the referee for decision. Each
party hereby consents to the jurisdiction of the Superior
Court in and for the County of Los Angeles for such action
and agrees that service of process will be deemed completed
when a notice similarly sent would be deemed received under
Section 16.
(c) The hearing before the Arbitrator shall be
held within thirty (30) days after the parties reach
agreement as to the identity of the Arbitrator (or within
thirty (30) days after the appointment by the court). Unless
more extensive discovery is expressly permitted by the
Arbitrator, each party shall have only the right to one
document production request, shall serve but one set of
interrogatories and shall only be entitled to depose those
witnesses which the Arbitrator expressly permits, it being
the parties' intention to minimize discovery procedures and
to hold the hearing on an expedited basis. The Arbitrator
shall establish the discovery schedule promptly following
submission of the joint statement of intentions (or the
filing of the answer to the petition), which schedule shall
be strictly adhered to. All decisions of the Arbitrator
shall be in writing and shall not be subject to appeal. The
Arbitrator shall make all substantive rulings in accordance
with California law and shall have authority equal to that of
a Superior Court Judge to grant equitable relief in an action
pending in Los Angeles Superior Court in which all parties
have appeared. The Arbitrator shall use its best efforts to
hear the dispute on consecutive days and to render a decision
and award within thirty (30) days. Unless otherwise agreed
to by the parties to the dispute being arbitrated, a court
reporter shall be present at and record the proceedings of
the hearing. All motions shall be heard at the time of the
hearing. The Arbitrator shall determine which rules of
evidence, and which procedural rules, shall apply. In the
absence of a determination thereof by the Arbitrator, the
rules of the American Arbitration Association, not
inconsistent with this Section 19, shall apply to the conduct
of the proceeding.
(d) The fees and costs of the Arbitrator shall
be shared equally by all disputing parties. The Arbitrator
shall award legal fees, disbursements and other expenses to
the prevailing party or parties for such amounts as
determined by the Arbitrator to be appropriate. Judgment
upon the Arbitrator's award may be entered as if after trial
in accordance with California law. Should a party fail to
pay fees as required, the other party or parties may advance
the same and shall be entitled to a judgment from the
Arbitrator in the amount of such fees plus interest at the
prime rate as determined by the Bank of America. Any award
issued by the Arbitrator shall bear interest at the judgment
rate in effect in the State of California from the date
determined by the Arbitrator.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
________________________________
XXXXXXX X. XXXX
Address: _________________________
_________________________
_________________________
Facsimile: _______________________
________________________________
XXXXXXX X. XXXX, XX
Address: c/o Variflex, Inc.
0000 Xxxxx Xxxxxxxx Xxx.
Xxxxxxxx, Xxxxxxxxxx
00000
Facsimile: (000) 000-0000
________________________________
XXXXXXX X. XXXX, as Trustee of the
1989 Xxxxxxx X. Xxxx Revocable Trust
under Declaration of Trust dated
January 23, 1989
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
________________________________
XXXXXXX X. XXXX, as Trustee of the
Xxxxx X. Xxxx Voting Trust
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
LOSI ENTERPRISES LIMITED PARTNERSHIP,
a California limited partnership
By: LOSI PROPERTIES, INC., a
California
corporation
Its: General Partner
By:__________________________
Name: _________________
Title: _______________
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
_________________________________
XXXXXXX X. XXXX, XX, as Co-Trustee
of the Xxx and Xxxxx Xxxx Revocable
Trust dated January 1, 1989
_________________________________
XXXXX XXXX, as Co-Trustee of the Xxx
and Xxxxx Xxxx Revocable Trust
dated January 1, 1989
Address: _________________________
_________________________
_________________________
Facsimile: _______________________
EML ENTERPRISES, L.P.,
a California limited partnership
By:__________________________
XXXXXXX X. XXXX, XX, as Trustee
of the DKL Trust
Its: General Partner
By:__________________________
XXXXX X. XXXX XXXXXXX, as Trustee
of the RHL Trust
Its: General Partner
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
________________________________
XXXXXX XXXX, as Trustee of the
Xxxxxx Xxxx Revocable Trust
under Declaration of Trust dated
October 13, 1993
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
________________________________
XXXXXXX XXXX, as Trustee of the
1989 Xxxxxxx Xxxx Revocable Trust
under Declaration of Trust dated
January 31, 1989
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
THE BL 1995 LIMITED PARTNERSHIP,
a California limited partnership
By: BL HOLDINGS, INC., a California
corporation
Its: General Partner
By:__________________________
Name: Xxxxxxx Xxxx
Title: President
By:_________________________
XXXX X. XXXXXXXXX, f/k/a
XXXX X. SHORT
Its: General Partner
By:_________________________
XXXX X. XXXXXXXXXX
Its: General Partner
Address: _________________________
_________________________
_________________________
Facsimile: _________________________
REMY CAPITAL PARTNERS IV, L.P.,
a Delaware limited partnership
By: REMY INVESTORS, LLC, a Delaware
limited liability company
Its: General Partner
By:__________________________
Name: Xxxx Xxxxxx
Title: Managing Member
Address: 0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx
00000
Facsimile: (310)
843-0010
EXHIBIT A
Number of
Shares Owned
Losi Entity As of the
Effective Date
Xxxxxxx X. Xxxx
0
Xxxxxxx X. Xxxx, XX
0
Losi Enterprises Limited Partnership
807,507
The Xxx and Xxxxx Xxxx Revocable Trust
120,000
EML Enterprises, L.P.
263,908
The 1989 Xxxxxxx X. Xxxx Revocable Trust
246,575
The Xxxxxx Xxxx Revocable Trust
120,000
The 1989 Xxxxxxx Xxxx Revocable Trust
106,438
The BL 1995 Limited Partnership
100,000
Xxxxx X. Xxxx Voting Trust
26,301
TOTAL 1,790,729
