1
Exhibit 4.3
SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (this "Agreement") is made as of November
27, 1996 among TEMPLATE SOFTWARE, INC., a Virginia corporation (the "Company"),
the shareholders listed on the signature pages to this Agreement (the "Named
Shareholders"), and ALCATEL N.V., a company limited by shares with ordinary
structure organized under the laws of the Netherlands (the "Investor").
RECITALS:
A. Concurrently with the execution of this Agreement, the Investor is
acquiring from the Company shares of the Company's Series A Convertible
Preferred Stock, par value $0.01 per share, pursuant to the Convertible
Preferred Stock Purchase Agreement of even date herewith (the "Purchase
Agreement").
B. The Company and the Named Shareholders wish to provide, by entering
into this Agreement, a further inducement to the Investor to purchase the
Company's Series A Stock pursuant to the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Definitions. For purposes of this Agreement:
(a) "Common Shares" means shares of Common Stock, par value $0.01
per share, of the Company.
(b) "Fully Diluted Common Shares" means, as of any date, the sum of
(i) the outstanding Common Shares as of that date and (ii) the additional Common
Shares that would be taken into account for purposes of calculating fully
diluted earnings per share for the period from the end of the Company's last
fiscal year through such date under the treasury-stock method and in accordance
with generally accepted accounting principles.
(c) "Holder" means any Person owning or having the right to acquire
Investor Securities.
(d) "Initial Public Offering" means the initial public offering of
Common Shares registered under the Securities Act.
(e) "Investor Securities" means (1) the shares of Series A Stock
being acquired by the Investor pursuant to the Purchase Agreement, (2) any
Common Shares issuable or issued upon conversion of the Series A Stock, and (3)
any Common Shares or warrant, right or other security issued as (or issuable
upon the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with
2
respect to, or in exchange for or in replacement of, or upon conversion of, such
Series A Stock or Common Shares or other warrants, rights or securities.
(f) "majority in interest of the Holders" means the Holders owning
or having the right to acquire a majority of the Investor Securities then
outstanding which all Holders own or have the right to acquire.
(g) "Management Shareholder" means any individual who is an officer,
director (whether or not an employee) or management-level employee of the
Company.
(h) "Person" means any individual, partnership, limited liability
company, joint venture, corporation, association, trust or any other entity or
organization.
(i) "Registration Rights Agreement" means the Registration Rights
Agreement of even date herewith between the Company and the Investor.
(j) "Rule 144 Sales" means sales pursuant to Rule 144 under the
Securities Act (or any successor rule or regulation) and in compliance with the
requirements of paragraphs (c), (e) and (f) of such Rule, without giving effect
to paragraph (k) of such rule.
(k) "Sale Event" means any (i) sale or other transfer for value of
the Company or any significant portion of its or its subsidiaries' capital stock
or assets (whether by means of stock or asset sale, merger, consolidation or
otherwise); or (ii) any sale or other transfer for value of Common Shares or
rights, options, warrants or other securities that are exercisable for, or
convertible into, Common Shares, or any combination of the foregoing, that in
the aggregate constitute or represent the right to acquire (as the case may be)
Common Shares equal to at least 5% of the Common Shares outstanding immediately
prior to such sale or other transfer excluding any (x) issuances of Common
Shares pursuant to a widely distributed underwritten public offering registered
under the Securities Act and not involving any breach by the Company of the
Registration Rights Agreement or (y) issuances or grants of options or Common
Shares to officers, directors, employees and consultants of the Company
constituting compensation to the recipient and made pursuant to any plan, grant
or award approved by the Company's Board of Directors.
(l) "Securities Act" means the Securities Act of 1933, as amended.
(m) "Series A Stock" means the Series A Convertible Preferred Stock,
par value $0.01 per share, of the Company.
2
3
2. Right to Join; Reasonable Opportunity to Make Offer; Information.
(a) Right to Join.
(i) If any one or more of the Named Shareholders (the "Selling
Shareholders") propose, in a single transaction or series of related
transactions, to transfer for value Common Shares or rights, options, warrants,
or other securities that are exercisable for, or convertible into, Common
Shares, or any combination of the foregoing, that, together with related sales
by any Management Shareholders, constitute or represent the right to acquire (as
the case may be) Common Shares equal to at least 5% of the Common Shares then
outstanding to any Person or Persons, then the Selling Shareholders shall
refrain from effecting such transaction or transactions unless (A) such transfer
is a Rule 144 Sale, or (B) prior to the consummation thereof, each Holder of
Investor Securities shall have been afforded the opportunity to join in such
sale on a pro rata basis, as hereinafter provided. Any purported transfer
subject to this Section 2(a) not made in compliance with this Section 2(a) shall
be void and shall not be consummated upon the books and records of the Company.
(ii) Prior to the consummation of any transaction (including
any transaction in a series of transactions) subject to this Section 2(a), the
Selling Shareholders shall cause each Person or Persons that propose to acquire
Common Shares in the transaction or series of transactions (the "Proposed
Purchasers") to offer (the "Purchase Offer") in writing to each Holder of
Investor Securities to purchase that number of Common Shares from each Holder
that constitutes the same percentage of the aggregate Common Shares that such
Holder owns or has the right to acquire as the percentage determined by dividing
the number of Common Shares to be purchased by the Proposed Purchaser from the
Selling Shareholders by the aggregate number of Common Shares held by the
Selling Shareholders at the same price per Share (the "Joining Price"), and on
such other terms and conditions (the "Joining Terms"), as the Proposed Purchaser
has offered to purchase Common Shares to be acquired by it. Notwithstanding the
foregoing, if the Proposed Purchasers are acquiring Common Shares in a series of
related transactions, or in a single transaction or series of related
transactions from multiple Selling Shareholders or Management Shareholders, (i)
the Joining Price shall be the highest of the prices offered by any Proposed
Purchaser to any Selling Shareholder or any Management Shareholder in any one of
such transactions, and (ii) the Joining Terms shall be those terms offered by
any Proposed Purchaser to any Selling Shareholder or any Management Shareholder
in any one of such transactions which are most favorable to the offeree. Each
Holder shall have at least 30 days from the receipt of the Purchase Offer in
which to accept the Purchase Offer.
(iii) Any closing of a sale of Common Shares to a Proposed
Purchaser shall be structured in such a manner so as to permit any Holder
electing to have Investor Securities acquired by a Proposed Purchaser to convert
Series A Stock
3
4
into Common Shares simultaneously with the transfer thereof to the
Proposed Purchaser.
(b) Certain Information. Without limiting any other provision of
this Agreement, no Named Shareholder shall, directly or indirectly, solicit any
proposal or participate in any discussions or negotiations with a view to, or
that could reasonably be expected to culminate in, a Sale Event without first
advising the Holders orally and in writing of his or her intent to do so. In
addition, the Named Shareholders shall promptly advise the Holders of any
request for information or any proposal for a Sale Event, or any inquiry which
could reasonably be expected to lead to a proposal for a Sale Event, the
material terms and conditions of such request, proposal or inquiry, and the
identity of the Person or Persons making the same. The Named Shareholders shall
use their best efforts to keep the Holders fully and currently apprised of the
status of any solicitations, discussions, negotiations, requests, proposals or
inquiries contemplated by this Section 2(b), and, in addition, shall provide the
Holders which such information regarding the same as any of them from time to
time may reasonably request.
(c) Reasonable Opportunity to Make Offer. Without limiting any
other provision of this Agreement, prior to an Initial Public Offering, no Named
Shareholder shall, directly or indirectly, consummate any transaction that would
constitute a Sale Event without first affording the Holders the reasonable
opportunity to make a higher offer with respect to such transaction.
(d) Family Transfers. The restrictions contained in this Section
2 with respect to transfers of Common Shares or rights, options, warrants, or
other securities or any beneficial interest therein shall not apply to any
transfer by an individual Named Shareholder to the spouse or issue of such Named
Shareholder or to a trust of which there are no beneficiaries other than such
Named Shareholder or the spouse or issue of such Named Shareholder. In addition,
the restrictions on transfers of shares contained in this Section 2 shall not
apply to a transfer by an individual Named Shareholder upon his or her death by
will, by the laws of descent or by operation of law. Each executor, beneficiary,
heir or other transferee under this Section 2(d) (and each successive transferee
thereof) shall be deemed to take such shares subject to all provisions of this
Agreement applicable to the transferor and as provided in Section 6 below,
including, without limitation, Section 2(e) below.
(e) Transfers of Options. Notwithstanding any other provision of
this Agreement to the contrary, no options or other securities (excluding Common
Shares) received by any Named Shareholder from, directly or indirectly, the
Company as compensation or incentive compensation shall be transferred by such
Named Shareholder except pursuant to Section 2(d).
4
5
3. Reasonable Opportunity to Make Offer; Information.
(a) Reasonable Opportunity to Make Offer. Without limiting any other
provision of this Agreement, prior to an Initial Public Offering, the Company
shall not, directly or indirectly, consummate any transaction that would
constitute a Sale Event without first affording the Holders the reasonable
opportunity to make a higher offer with respect to such transaction.
(b) Certain Information. Without limiting any other provision of
this Agreement, the Company shall not, directly or indirectly, solicit any
proposal or participate in any discussions or negotiations with a view to, or
that could reasonably be expected to culminate in, a Sale Event without first
advising the Holders orally and in writing of its intent to do so. In addition,
the Company shall promptly advise the Holders of any request for information or
any proposal for a Sale Event, or any inquiry which could reasonably be expected
to lead to a proposal for a Sale Event, the material terms and conditions of
such request, proposal or inquiry, and the identity of the Person making the
same. The Company shall use its best efforts to keep the Holders fully and
currently apprised of the status of any solicitations, discussions,
negotiations, requests, proposals or inquiries contemplated by this Section
3(b), and, in addition, shall provide the Holders which such information
regarding the same as any of them from time to time may reasonably request.
4. Voting. From and after such time as there shall no longer be any
Series A Stock outstanding, at the request of a majority in interest of the
Holders:
(a) Nomination. The Company hereby agrees (and the Named
Shareholders hereby agree to use all reasonable efforts to cause) that there
shall be nominated by the Board of Directors for election as a director of the
Company one individual designated from time to time by a majority in interest of
the Holders (the "Alcatel Designee").
(b) Election. Each Named Shareholder hereby agrees to vote all
Common Shares owned or held beneficially or of record by such Named Shareholder,
to take all actions by written consent in lieu of a meeting, and to reasonably
cooperate (and the Company and each other Named Shareholder shall reasonably
cooperate) to expeditiously cause (i) any Alcatel Designee to be elected as a
member of the Board of Directors of the Company, (ii) any Alcatel Designee to be
appointed to serve on the Company's Executive Committee or any similar
committee, if there is such an Executive Committee or similar committee (it
being agreed that there shall be no obligation to establish an Executive
Committee or similar committee) and (iii) any Alcatel Designee (if the
membership of the Scientific Committee is to consist solely of directors) or any
Alcatel Designee or such other person as may be designated by a majority in
interest of the Holders (if the membership of the Scientific Committee is not to
consist solely of directors) to be appointed to serve on the Company's
Scientific Committee, if there is one, and if there is not, to cause the Board
of Directors to vote on the establishment of such a Scientific Committee.
5
6
(c) Removal. To the extent then permitted under the Company's
Articles of Incorporation, each Named Shareholder agrees to vote all Common
Shares owned or held beneficially or of record by such Named Shareholder to
remove (with or without cause) any director designated by the Holders and
elected pursuant to Section 3(b) if a majority in interest of the Holders
requests such removal by written notice to the Company.
(d) Vacancies. In the event that a vacancy is created on the Board
of Directors by the death, disability, retirement, resignation or removal (with
or without cause) of a director designated by the Holders or there shall be no
director on the Board of Directors that has been designated by the Holders, each
Named Shareholder hereby agrees, upon written request by a majority in interest
of the Holders, to vote or take action by written consent, and to use his or her
reasonable efforts to cause the remaining directors to vote or take action by
written consent, for the election of a nominee to be designated by a majority in
interest of the Holders in the most expeditious manner that is reasonably
practicable, provided that such designee was not previously a director of the
Company who was removed for cause from the Board of Directors. The Company and
the other Named Shareholders shall reasonably cooperate in the expeditious
filling of any such vacancy.
(e) Meetings. Each Named Shareholder hereby agrees to take all
actions necessary to call, or use reasonable efforts to cause the Company and
the appropriate officers and directors of the Company to call, a special or
annual meeting of shareholders of the Company or to execute or cause to be
executed a consent in writing in lieu of any such meeting for the election as
members of the Board of Directors of those individuals designated in accordance
with, and otherwise to implement the intent of, Section 4 of this Agreement. The
Company shall reasonably cooperate in the calling of any such meeting or the
execution of any such consent.
5. Termination of Rights. All rights of Holders under Sections 2, 3 and
4 above shall terminate at such time as the Holders cease to own in the
aggregate at least three percent (3%) of the Fully Diluted Common Shares.
6. Assignment; Family Shares.
(a) Assignment. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns. The rights and obligations arising from this Agreement
shall be transferred in connection with the transfer by a Named Shareholder or a
Holder to any Person of any Common Shares or Investor Securities, respectively,
in compliance with this Agreement, other than in a registered public offering or
in Rule 144 Sales, and any such Person shall conclusively be deemed to have
agreed to be bound by this Agreement. Any transferee of
6
7
Common Shares from a Named Shareholder (including, without limitation, any
transferee under Section 2(d) above, but excluding any transferee in a
registered public offering or a Rule 144 Sale) shall (i) as a condition
precedent to such transfer, execute and deliver an agreement reasonably
acceptable to a majority in interest of the Holders to take such shares subject
to all terms and provisions of this Agreement, and (ii) be deemed a Named
Shareholder for all purposes of this Agreement.
(b) Family Shares. Nothing herein shall be deemed to subject the
Common Shares currently owned by any adult family member of a Named Shareholder
to the provisions of Section 2 requiring the Named Shareholders to vote their
Common Shares (except in any case where the Named Shareholder has or shares the
power to vote such shares) or to the provisions of Sections 4 or 5 hereof.
7. Representations and Warranties. The parties acknowledge that certain
representations and warranties regarding this Agreement have been made by the
Company and the Investor in the Purchase Agreement. The Investor does hereby
confirm for the benefit of the Named Shareholders that the representations and
warranties made by it regarding this Agreement in the Purchase Agreement (all of
which are hereby incorporated herein by reference as if set forth in full
herein) are true and correct. In addition, each Named Shareholder does hereby
represent and warrant to the Investor as follows:
(a) Authority. Each of them is an individual having the capacity to
enter into this Agreement and to perform its obligations hereunder.
(b) Enforceability. This Agreement constitutes the valid and binding
obligation of each of them and is enforceable against each of them in accordance
with its terms, except as may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights in general and
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(c) No Conflicts, Etc. The execution, delivery and performance of
this Agreement by each of them will not constitute a violation by any of them of
any law or regulation applicable to them or any lease, agreement or commitment
to which any of them is a party. No consent, approval or authorization of, or
designation, declaration or filing with, any governmental authority is required
on the part of any of them in connection with the execution, delivery and
performance of this Agreement. Other than this Agreement, no Named Shareholder
is a party to any agreement relating to the voting or disposition of the Common
Shares.
(d) Litigation. There is no claim, litigation, proceeding or
governmental investigation pending or, to the best of their knowledge,
threatened, or any order, injunction or decree outstanding, against them that,
if adversely determined, might prohibit, restrict or interfere with the
performance of their obligations hereunder.
7
8
8. Preemptive Rights. If at any time the Company shall issue any Common
Shares or any other capital stock or securities, options, warrants or other
rights convertible into, or exchangeable or exercisable for, Common Shares, the
Company and the Named Shareholders shall give the holders of the then
outstanding shares of Series A Stock (as defined in the Purchase Agreement), if
any, at least 30 days prior written notice of such issuance and the Company and
the Named Shareholders shall jointly and severally, cause such holders to have
the right to purchase, for cash, at the proposed issuance price, that percentage
of the securities or other proposed rights to be issued as the percentage of the
Common Shares into which such holders' shares of Series A Stock may then be
converted represents of the Common Shares outstanding immediately prior to such
issuance. The amount of the proposed issuance price of the securities or other
rights to be offered shall be calculated in accordance with Section (4)(iv)(e)
of Article 9 of the Amended and Restated Articles (as defined in the Purchase
Agreement). The provisions of this Section 8 shall not apply to any securities
that are: (i) excluded from the definition of Additional Shares of Common Stock
pursuant to clauses (I) through (IV) of Section (4)(iv)(a)(D) of Article 9 of
the Amended and Restated Articles (as defined in the Purchase Agreement), or
(ii) issuable as a dividend or distribution as provided in Section (4)(vi) of
Article 9 of the Amended and Restated Articles (as defined in the Purchase
Agreement) or upon a stock split or combination as provided in Section (4)(v) of
Article 9 of the Amended and Restated Articles (as defined in the Purchase
Agreement). The preemptive rights of the holders of Series A Stock set forth in
this Section 6 shall terminate upon (and shall not apply to the issuance of
shares of Common Stock in) the consummation of a Qualifying Public Offering (as
defined in the Purchase Agreement).
9. Miscellaneous.
(a) Changes in Securities. If, and as often as, there are any
changes in the Investor Securities or other securities of the Company by way of
stock split, stock dividend, combination or reclassification, or through merger,
consolidation, reorganization or recapitalization, or by any other means,
appropriate adjustment shall be made in the provisions of this Agreement, as may
be required, so that the rights, privileges, duties and restrictions set forth
herein shall continue with respect to the Investor Securities or other
securities of the Company as so changed. Without limiting the generality of the
foregoing, the Company will require any successor by merger or consolidation, by
operation of law or by agreement, to assume (by execution and delivery of an
instrument in form and substance reasonably satisfactory to a majority in intent
of the Holders) and be bound by the terms of this Agreement, as a condition to
any such merger or consolidation.
(b) Legend. Each certificate representing Common Shares now or
hereafter owned by a Named Shareholder shall bear a legend in substantially the
following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A SHAREHOLDERS AGREEMENT
DATED AS NOVEMBER 20, 1996, A COPY OF WHICH IS
8
9
ON FILE AT THE OFFICE OF THE COMPANY AND WILL
BE FURNISHED TO PROSPECTIVE PURCHASERS UPON
REQUEST. SUCH SHAREHOLDERS AGREEMENT
PROVIDES, AMONG OTHER THINGS, FOR
RESTRICTIONS ON THE SALE OR TRANSFER OF THE
SHARES REPRESENTED BY THIS CERTIFICATE."
(c) Injunctive Relief. Each party hereto acknowledges that it will
be impossible to measure in money the damages that would be suffered if any
party fails to comply with any of the obligations herein imposed on such party
and that in the event of any such failure, an aggrieved person will be
irreparably damaged and will not have an adequate remedy at law. Any such Person
shall, therefore, be entitled to injunctive relief and/or specific performance
to enforce such obligations without the necessity of posting any bond or other
form of security, and if any action should be brought in equity to enforce any
of the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law.
(d) Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments, and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
(e) Governing Law; Jurisdiction; Etc. This Agreement and the rights
and obligations of the parties hereunder shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without giving
effect to the choice of law principles thereof. The courts of the State of New
York in New York County and the United States District Court for the Southern
District of New York shall have exclusive jurisdiction over the parties with
respect to any dispute or controversy among them arising under or in connection
with this Agreement, by execution and delivery of this Agreement, each of the
parties to this Agreement hereby submits to the jurisdiction of those courts,
including, but not limited to, the in personam and subject matter jurisdiction
of those courts, waives any objection to such jurisdiction on the grounds of
venue or forum non conveniens, the absence of in personam or subject matter
jurisdiction and any similar grounds, consents to service of process by mail (in
accordance with this Agreement) or any other manner permitted by law, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Agreement. EACH PARTY HERETO WAIVES A TRIAL BY JURY IN ANY ACTION
BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN
CONNECTION THEREWITH.
(f) Entire Agreement; Amendment; Waiver. This Agreement: (a)
contains the entire agreement among the parties hereto with respect to the
subject matter hereof, (b) supersedes all prior written agreements and
negotiations and oral understandings, if any, with respect thereto, and (c) may
not be amended or supplemented except by an instrument or counterparts thereof
in writing signed by the Company and by (i) Named
9
10
Shareholders holding a majority of the Common Shares held by the Named
Shareholders, and (ii) Holders holding a majority of the Investor Securities. No
waiver of any term or provision of this Agreement shall be effective unless in
writing signed by the party to be charged. The waiver by any party of a breach
of any term or provision of this Agreement shall not be construed as a waiver of
any subsequent breach.
(g) Invalidity of Provision. The invalidity or unenforceability of
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.
(h) Notice. All notices and other communications hereunder shall be
in writing, shall be sent by certified or registered mail (return receipt
requested) or by telecopier or shall be delivered by hand or by a recognized
overnight courier service and, unless otherwise provided herein, shall be deemed
to have been given or made when delivered against receipt or, in the case of
telecopy notice, when sent, receipt confirmed, to the party to whom such notice
is to be given at its address set forth below, or such other address for the
party as shall be specified by notice given pursuant hereto:
If to the Company, to it at:
Template Software, Inc.
00000 Xxxxxxx Xxxx Xxxxx
Xxxxxx, XX. 00000
Fax: 000-000-0000
Attn: Chief Executive Officer
with a copy to:
Hunton & Xxxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx 0000
XxXxxx, XX. 00000
Fax: 000-000-0000
Attn: Xxxxxx X. Xxxxxx, Esq.
If to any Named Shareholder,
10
11
to him or her at the address set forth
on the signature page set forth below
If to the Investor, to it at:
Alcatel N.V.
33 rue Emeriau
75725 Xxxxx Xxxxx 00,
Xxxxxx
Telecopy: 011-331-4058-5920
Attention: X. Xxxxxx Xxxxxx Xxxxxxx
with a copy to:
Proskauer Xxxx Xxxxx &
Xxxxxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxx X. Xxxxxxx, Esq.
If to any other Holder, to it
at its address set forth in the records
of the Company
(i) Headings; Execution in Counterparts. The
headings and captions contained herein are for convenience of reference only and
shall not control or affect the meaning or construction of any provision hereof.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same instrument.
[END OF TEXT]
11
12
[EXECUTION PAGES]
IN WITNESS WHEREOF, this Shareholders Agreement has been
executed by or on behalf of each of the parties hereto as of the date first
above written.
"COMPANY"
TEMPLATE SOFTWARE, INC.
By:
---------------------------------
Name:
Title:
"INVESTOR"
ALCATEL N.V.
By: Compagnie Financiere Alcatel
By:
---------------------------------
Name:
Title:
"NAMED SHAREHOLDERS"
/s/ Xxxxxx X. Xxx
------------------------------------
XXXXXX X. XXX
0000-X Xxxxxx Xxxxx
Xxxxxxxxxx, X.X. 00000
/s/ E. Xxxxxxx Xxxxxx
------------------------------------
E. XXXXXXX XXXXXX
00000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------------
XXXXXX X. XXXXXXXXXX
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
12
