EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
effective as of June 23, 2003, by and among Optical Sensors Incorporated, a
Delaware corporation (the "Company"), with its principal place of business at
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx X, Xxxx Xxxxxxx, Xxxxxxxxx 00000, and the
investors listed on Schedule A hereto (the "Investors").
A. The Investors have advanced to Company the amount of $2,689,000 since
March 6, 2002 (the "Advances"), and the Investors are willing to convert the
Advances into shares of Series B preferred stock, $.01 par value, of the Company
(the "Series B Preferred Stock").
B. The Investors are willing to invest an additional $865,005 of equity
capital in the Company through the purchase of shares of Series B Preferred
Stock.
C. The Company desires to convert the Advances into Series B Preferred
Stock and to accept an additional investment in the Company from the Investors
on the terms and conditions set forth in this Agreement.
Accordingly, in consideration of the foregoing, the mutual promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Authorization of Securities. The Company shall authorize the Series B
Preferred Stock, which shall be entitled to the preferences, rights and
benefits set forth in the Certificate of Designation, in substantially the
form set forth in Exhibit A attached hereto. Any shares of Common Stock
issuable upon conversion of the Series B Preferred Stock, when issued, are
referred to as "Conversion Shares."
2. Purchase of Securities.
(a) Subject to the terms and conditions hereof, the Company agrees to sell
to the Investors, and the Investors agree to purchase from the Company
in accordance with this Agreement, Fifty Seven Thousand Six Hundred
Sixty-Seven (57,667) shares of the Company's Series B Preferred Stock
at a purchase price of $15.00 per share and an aggregate purchase
price of $865,005. The number of shares of Series B Preferred Stock to
be purchased by each Investor is set forth on Schedule A.
(b) At the time of delivery of the purchase price (via check or wire
transfer), the Company shall deliver to the Investors stock
certificate(s) for the number of shares of Series B Preferred Stock
being purchased by such Investor, registered in the Investor's name or
as otherwise designated by the Investor.
3. Conversion of Advances.
(a) The Company and the Investors agree to convert the Advances into One
Hundred Seventy-Nine Thousand Two Hundred Sixty-Seven (179,267) shares
of Series B
Preferred Stock at a conversion price of $15.00 per share. The amount
of Advances made by each Investor and the number of shares of Series B
Preferred Stock to be issued to each Investor upon conversion thereof
is set forth on Schedule A. The Investors agree that upon conversion
of the Advances any indebtedness represented thereby shall be
discharged and paid in full.
(b) Upon the effective date of this Agreement, the Company shall deliver
to the Investors stock certificate(s) for the number of shares of
Series B Preferred Stock being issued to each Investor upon conversion
of the Advances, registered in the Investor's name or as otherwise
designated by the Investor.
4. Representations and Warranties of the Company. The Company represents and
warrants to the Investors as follows:
(a) Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to own, lease or
operate its properties and to carry on its business as it is now being
conducted and as it is proposed to be conducted. The Company has no
subsidiaries or direct or indirect ownership in any firm, corporation
or business which either, individually or in the aggregate, is
material to the business of the Company. The Company is qualified to
do business and is in good standing as a foreign corporation in every
jurisdiction in which its ownership of property or conduct of business
requires it so to be qualified and in which the failure to so qualify
would have a material adverse effect on the financial condition or
business of the Company.
(b) Authorization. This Agreement has been duly authorized by all
necessary corporate action on behalf of the Company, has been duly
executed and delivered by authorized officers of the Company, and is
the valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of
creditors rights generally and to judicial limitations on the
enforcement of the remedy of specific performance and other equitable
remedies. All corporate actions necessary to the authorization,
creation, issuance and delivery of the Series B Preferred Stock and
reservation and issuance of the Conversion Shares contemplated
hereunder has been taken.
(c) Valid Issuance. The Company has the requisite corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder, and to issue the Series B Preferred Stock and
the Conversion Shares. The Series B Preferred Stock, when issued and
paid for pursuant to the terms of this Agreement, will be duly
authorized and validly issued, fully paid and nonassessable. The
Conversion Shares have been reserved for issuance upon conversion of
the Series B Preferred Stock and, when issued upon conversion of the
Series B Preferred Stock in accordance with the terms of this
Agreement, will be duly authorized, validly issued, fully paid and
nonassessable.
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(d) No Violation. Neither the execution and delivery of this Agreement,
nor the performance by the Company of its obligations hereunder will:
(a) conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-Laws of the Company; (b) result in
a default (or give rise to any right of termination, cancellation or
acceleration) under any of the terms, conditions or provisions of any
note, lease, mortgage, license, agreement or other instrument or
obligation to which the Company is a party or by which any of its
assets may be bound, except for such defaults (or rights of
termination, cancellation or acceleration) as to which requisite
waivers or consents have been obtained or which, in the aggregate,
would not result in a material adverse effect on the Company; (c)
violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Company or any of its assets, except for
violations which would not result in a material adverse effect on the
Company; or (d) result in the creation or imposition of any liens,
charges or encumbrances upon any assets of the Company.
(e) SEC Reports. The Company has filed all reports, registration
statements and other filings with the Securities and Exchange
Commission (the "Commission") required to be filed by it pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All
such reports, registration statements and other filings (including all
notes, exhibits and schedules thereto, all documents incorporated by
reference therein, and any amendments thereto) are collectively
referred to herein as the "SEC Reports." As of their respective dates
of filing with the Commission, the SEC Reports complied in all
material respects with all of the rules and regulations of the
Commission and did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading. The
Investors acknowledge that the Company has received comments from the
Commission with respect to the Registration Statement on Form SB-2
(File No. 333-71076) and Annual Report on Form 10-KSB for the year
ended December 31, 2002, and that the Company is responding to such
comments. The Investors acknowledge that the Company's representations
in this Section 4(e) are made subject to the foregoing comments from
the SEC.
(f) Financial Statements. The financial statements of the Company included
in the SEC Reports (the "Financial Statements") have been prepared in
accordance with United States generally accepted accounting principles
consistently applied and fairly present the financial position of the
Company at the dates thereof and the results of the Company's
operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal adjustments and the omission
of footnotes). The Company has no material liabilities, known or
unknown, absolute, contingent or otherwise, except for (i) liabilities
that are set forth in the Financial Statements, the notes thereto or
the SEC Reports, (ii) the Advances received from Investors since March
31, 2003, and (iii) liabilities that have been incurred in the
ordinary course of business since March 31, 2003.
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(g) No Material Adverse Change. There have not been any changes in the
assets, properties, liabilities, financial condition, business or
operations of the Company from that reflected in the Financial
Statements except for (i) changes in the ordinary course of business
which have not been, either individually or in the aggregate,
materially adverse, (ii) the Advances received from Investors since
March 31, 2003, and (ii) the Company's continued operating losses and
negative cash flow.
(h) Authorized Capital Stock. The authorized capital stock of the Company
is as set forth in the SEC Reports. The issued and outstanding shares
of capital stock of the Company have been duly authorized, validly
issued and are fully paid and nonassessable. As of the date hereof,
the Company has outstanding options and warrants to purchase 987,968
shares of Common Stock, and there are no other outstanding warrants,
options or other rights to acquire any shares of capital stock of the
Company. All of the above securities of the Company were issued in
compliance with all applicable federal and state securities laws and
were not issued in violation of or subject to any preemptive rights or
other rights to subscribe for or purchase securities.
(i) Intellectual Property. The Company owns or possesses adequate rights
to use all patents, patent rights, inventions, trademarks, trade
names, copyrights, licenses, domain names, governmental
authorizations, trade secrets and know-how that are used or necessary
for the conduct of its business. The Company has not received any
notice of, or has any knowledge of, any infringement of or conflict
with asserted rights of others with respect to any patents, patent
rights, inventions, trademarks, trade names, copyrights, licenses,
governmental authorizations, trade secret or know-how that,
individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a material adverse effect on
the condition (financial or otherwise), earnings, operations or
business of the Company.
(j) Securities Laws. Subject to the accuracy of the representations of the
Investors in Section 5, no consent, authorization, approval, permit or
order of or filing with any governmental or regulatory authority is
required under current laws and regulations in connection with the
execution and delivery of this Agreement or the offer, issuance, sale
or delivery to the Investors of the Series B Preferred Stock other
than (i) the filing with the Commission of a Form D pursuant to
Regulation D under the Securities Act, and the qualification thereof,
if required, under applicable state securities laws, which
qualification has been or will be effected as a condition of the
issuance of the Series B Preferred Stock, and (ii) the filing of a
registration statement or statements pursuant to Section 6. Under the
circumstances contemplated by this Agreement, the offer, issuance,
sale and delivery of the Series B Preferred Stock will not, under
current laws and regulations, require compliance with the prospectus
delivery or registration requirements of the Securities Act.
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(k) Litigation. There are no actions, suits, proceedings or investigations
pending or, to the best of the Company's knowledge, threatened against
the Company or any of its properties before or by any court or
arbitrator or any governmental body, agency or official in which there
is a reasonable likelihood (in the judgment of the Company) of an
adverse decision that (a) would have a material adverse effect on the
Company's properties or assets or the business of the Company as
presently conducted or proposed to be conducted or (b) would impair
the ability of the Company to perform in any material respect its
obligations under this Agreement. The Company is not in default with
respect to any judgment, order or decree of any court or governmental
agency or instrumentality which, individually or in the aggregate,
would have a material adverse effect on the assets, properties or
business of the Company.
(l) Properties. The Company has good and marketable title to all the
properties and assets reflected as owned in the Financial Statements,
subject to no lien, mortgage, pledge, charge or encumbrance of any
kind except (i) those, if any, reflected in such Financial Statements,
or (ii) those which are not material in amount and do not adversely
affect the use made and promised to be made of such property by the
Company. The Company holds its leased properties under valid and
binding leases, with such exceptions as are not materially significant
in relation to the business of the Company. The Company owns or leases
all such properties as are necessary to its operations as now
conducted or as proposed to be conducted.
(m) Brokers or Finders. To the knowledge of the Company, no person, firm
or corporation has or will have, as a result of any act or omission of
the Company, any right, interest or valid claim against any Investor
for any commission, fee or other compensation as a finder or broker in
connection with the transactions contemplated by this Agreement. The
Company shall indemnify and hold the Investor harmless for any claims
made for any commission, fee or other compensation concerning the
transactions contemplated by this Agreement.
5. Representations and Warranties of the Investors. The Investors represent
and warrant to the Company as follows:
(a) The Series B Preferred Stock and Conversion Shares are being purchased
for investment for such Investor's own account and not with the view
to, or for resale in connection with, any distribution or public
offering thereof. Each Investor understands that neither the Series B
Preferred Stock, nor the Conversion Shares have been registered under
the Securities Act or any state securities laws by reason of their
contemplated issuance in transactions exempt from the registration
requirements of the Securities Act and applicable state securities
laws and that the reliance of the Company and others upon these
exemptions is predicated in part upon this representation by the
Investors. The Investors further understand that neither the Series B
Preferred Stock, nor the Conversion Shares may be transferred or
resold without registration under the Securities Act and any
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applicable state securities laws, or pursuant to an exemption from the
requirements of the Securities Act and applicable state securities
laws.
(b) Each Investor's principal place of business is located at the address
set forth on Schedule A. Each Investor qualifies as an "accredited
investor," as defined in Rule 501 of Regulation D under the Securities
Act. Each Investor acknowledges that the Company has made available to
such Investor at a reasonable time prior to the execution of this
Agreement the opportunity to ask questions and receive answers
concerning the business, operations and financial condition of the
Company and the terms and conditions of the sale of securities
contemplated by this Agreement and to obtain any additional
information requested by such Investor. Each Investor is able to bear
the loss of its entire investment in the Series B Preferred Stock and
the Conversion Shares and has such knowledge and experience of
financial and business matters that he is capable of evaluating the
merits and risks of the investment to be made pursuant to this
Agreement. However, neither the foregoing nor any other due diligence
investigation conducted by such Investor or on its behalf shall limit,
modify or affect the representations and warranties of the Company set
forth in Section 4 of this Agreement or the right of such Investor to
rely thereon.
(c) This Agreement has been duly authorized by all necessary action on the
part of each Investor, has been duly executed and delivered by such
Investor and is a valid and binding agreement of such Investor.
6. Registration Rights.
(a) Filing of Registration Statement. Company will upon written request
made by the Investors, as expeditiously as possible, use its best
efforts at any time after the date of this Agreement, take all
necessary actions to effect registration and qualification under the
Securities Act and under any state securities statute of all or such
portion of the Conversion Shares as such Investors shall specify;
provided, however, that the Investors shall not be entitled to more
than two required registrations (except that the Investors shall be
entitled to an unlimited number of required registrations at the
Investors' expense on Forms S-2 or S-3 or any similar short form
registration statement prescribed by the Securities and Exchange
Commission (the "Commission") if the Company then qualifies for such
short-form registration). The Company may, on not more than one
occasion, delay the filing of any registration statement required
hereunder for a period of not more than 90 days in the event that the
Company has furnished the Investors with a certificate executed by the
Company's President or Chief Executive Officer stating that such delay
is necessary in order to (i) not significantly adversely affect
financing efforts then underway at the Company or (ii) avoid
disclosure of material non-public information.
(b) Registration Procedures. If and whenever the Company is required by
the provisions of Section 6(a) to effect the registration of the
Conversion Shares under the Securities Act, the Company will:
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(i) prepare and file with the Commission a registration statement
(on any available form to effect registration) with respect to
such securities, and use its best efforts to cause such
registration statement to become and remain effective until such
securities are sold pursuant to such registration statement or
are eligible to be sold pursuant to Rule 144(k);
(ii) prepare and file with the Commission such amendments to such
registration statement and supplements to the prospectus
contained therein as may be necessary to keep such registration
statement effective until such securities are sold pursuant to
such registration statement or are eligible to be sold pursuant
to Rule 144(k);
(iii) furnish to the Investors and to any underwriters of the
securities being registered such reasonable number of copies of
the registration statement, preliminary prospectus, final
prospectus and such other documents as the Investor and
underwriters may reasonably request in order to facilitate the
public offering of such securities;
(iv) use its best efforts to register or qualify the securities
covered by such registration statement under such state
securities or blue sky laws of such jurisdictions as the
Investor may reasonably request, except that the Company shall
not for any purpose be required to execute a general consent to
service of process or to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified;
(v) prepare and promptly file with the Commission and promptly
notify the Investors of the filing of such amendment or
supplement to such registration statement or prospectus as may
be necessary to correct any statements or omissions if, at the
time when a prospectus relating to such securities is required
to be delivered under the Securities Act, any event shall have
occurred as the result of which any such prospectus or any other
prospectus as then in effect would include an untrue statement
of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and
(vi) use its best efforts to cause all securities covered by such
registration statement to be listed on any securities exchange,
quotation system, market or over-the-counter bulletin board, if
any, on which the Common Stock shall then be listed and trading.
(c) Expenses. Except as set forth in the last sentence of this Section
6(c), with respect to any registration of securities pursuant to
Section 6(a), the Company shall bear all fees, costs and expenses,
including, without limitation: all registration, filing fees, printing
expenses, fees and disbursements of counsel and accountants for the
Company, all internal Company expenses, the premiums and other costs
of policies of insurance against liability arising out of the public
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offering, and all legal fees and disbursements and other expenses of
complying with state securities or blue sky laws of any jurisdictions
in which the securities to be offered are to be registered or
qualified. Fees and disbursements of counsel and accountants for the
Investors, underwriting discounts and commissions and transfer taxes
for the Investors and any other expenses incurred by the Investors not
expressly included above shall be borne by the Investors.
(d) Indemnification. In the event that any Conversion Shares owned by the
Investors are included in a registration statement under Section 6(a):
(i) The Company will indemnify and hold harmless the Investors
(including for this purpose its directors, officers and
partners) and any underwriter (as defined in the Securities Act)
from and against any and all loss, damage, liability, cost and
expense (including, subject to Section 6(d)(iii), reasonable
fees and expenses of counsel) to which any such Investor or any
such underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, damages, liabilities, costs
or expenses are caused by any untrue statement or alleged untrue
statement of any material fact contained in such registration
statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they
were made, not misleading; provided, however, that the Company
will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expense arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with written
information furnished by such Investor or such underwriter.
(ii) The Investors will indemnify and hold harmless the Company and
any underwriter from and against any and all loss, damage,
liability, cost or expense (including, subject to Section
6(d)(iii), reasonable fees and expenses of counsel) to which the
Company or any underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue or
alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in
reliance upon and in strict conformity with written information
furnished by such Investor. Notwithstanding the provisions of
this clause (ii), no Investor shall be required to indemnify any
person pursuant to this Section 6 in an amount in excess of the
amount of the aggregate net proceeds received by
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such Investor in connection with any such registration under the
Securities Act.
(iii) Promptly after receipt by an indemnified party pursuant to the
provisions of paragraph (i) or (ii) of this Section 6(d) of
notice of the commencement of any action involving the subject
matter of the foregoing indemnity provisions, such indemnified
party will, if a claim thereof is to be made against the
indemnifying party pursuant to the provisions of said paragraph
(i) or (ii), promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the
indemnifying party will not relieve the indemnifying party from
any liability which it may have to any indemnified party
otherwise than hereunder nor of its obligations or liabilities
pursuant to this Agreement, except to the extent that the
failure to so notify materially prejudices the indemnifying
party. In case such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, if the defendants in any
action include both the indemnified party and the indemnifying
party and there is a conflict of interest which would prevent
counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties shall have
the right to select one separate counsel to participate in the
defense of such action on behalf of such indemnified party or
parties, which counsel shall be reasonably satisfactory to the
indemnifying party. After notice from the indemnifying party to
such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such
indemnified party pursuant to the provisions of said paragraph
(i) or (ii) for any legal or other expense subsequently incurred
by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation, unless (x) the
indemnified party shall have employed counsel in accordance with
the proviso of the preceding sentence, (y) the indemnifying
party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after the notice of the commencement of the
action, or (z) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense
of the indemnifying party. No indemnifying party shall, without
the prior written consent of the indemnified party, consent to
entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the
claimant or the plaintiff to such indemnified party of a release
from all liability in respect of such action, and no indemnified
party shall consent to entry of any judgment or settle such
action without the prior written consent of the indemnifying
party.
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(e) SEC Reports. The Company will file with the Commission, on a timely
basis, all SEC Reports required to be filed under the Exchange Act and
any other documents required to meet the public information
requirements of Rule 144(c) under the Securities Act.
7. Miscellaneous.
(a) This Agreement and the rights and obligations of the parties hereunder
shall not be assignable, in whole or in part, by the Company without
the prior written consent of the Investors. This Agreement and the
rights and obligations of the parties hereunder shall not be
assignable, in whole or in part, by an Investor without the prior
written consent of the Company, except that any Investor may assign
its rights under this Agreement to any affiliate without the prior
written consent of the Company. This Agreement shall inure to the
benefit of and be binding upon and be enforceable by the successors
and permitted assigns of the parties hereto. Neither this Agreement
nor any provision hereof may be amended, modified, waived or
discharged without the written consent of the parties hereto.
(b) This Agreement, including the exhibits attached hereto, constitutes
the entire agreement of the parties relative to the subject matter
hereof and supersedes any and all other agreements and understanding,
whether written or oral, relative to the matters discussed herein.
(c) All representations and warranties contained herein shall survive
after the execution and delivery of this Agreement for a period of two
(2) years from the date hereof. All covenants and agreements which by
their terms are to be performed after the date hereof will survive
indefinitely, unless such covenants and agreements by their terms
expire at an earlier date, in which case they will expire on such
earlier date.
(d) All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be given in writing
by personal delivery, facsimile, commercial air delivery service or by
registered or certified mail, postage prepaid, return receipt
requested, addressed to the Company at the address set forth in the
introductory paragraph to this Agreement and to the Investors at the
addresses set forth on Schedule A, or at such other address as the
respective parties may designate by like notice from time to time.
Notices so given shall be effective upon the earlier of: (a) receipt
by the party to which notice is given (which, in the instance of a
facsimile, shall be deemed to have occurred at the time that the
machine transmitting the facsimile verifies a successful transmission
of the facsimile); (b) on the fifth business day following the date
such notice was deposited in the mail; or (c) on the second business
day following the date such notice was delivered to a commercial air
delivery service.
(e) This Agreement shall be construed and enforced in accordance with the
laws of the State of Minnesota.
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(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement may be executed
by facsimile.
[NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, the Company and the Investors have executed this
Agreement effective as of the date first written above.
OPTICAL SENSORS INCORPORATED
By /s/ Xxxxxxx X. XxXxxxxx
------------------------------------------
Xxxxxxx XxXxxxxx,
President and Chief Executive Officer
CIRCLE F VENTURES, LLC
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Its Managing Member
------------------------------------------
CIRCLE F VENTURES II, LLC
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Its Managing Member
------------------------------------------
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SCHEDULE A
Amount of Number of Additional Number of
Name of Investor Advance Shares Investment Shares
---------------- ------- ------ ---------- ------
Circle F Ventures, LLC $ 845,000 56,333 0 0
00000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Circle F Ventures II, LLC $1,844,000 122,934 $865,005 57,667
00000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Totals $2,689,000 179,267 $865,005 57,667
