STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of January 14, 2003, by
and among Xxxx X. Xxxxxxxx ("Xxxxxxxx") and, severally and not jointly, each of
the Stockholders listed on Schedule I hereto (each, a "Stockholder," and
collectively, the "Stockholders") of X.X. XXXXXXXX & CO., INC., a New Jersey
corporation (the "Company").
WHEREAS, concurrently herewith, Leighton and the Company are entering into
the Letter Agreement and the Employment Agreement, copies of which in the form
to be executed have been delivered to Leighton and each Stockholder, pursuant to
which, among other things, Leighton is being employed by the Company as its
Chief Executive Officer and, as such, is receiving certain incentive
compensation including options and warrants to acquire shares of the common
stock, par value $.01 per share (the "Common Stock"), of the Company;
WHEREAS, each Stockholder Beneficially Owns (as defined in Section 1(a))
the number of shares of Common Stock (each, a "Share," and one or more, the
"Shares"), all set forth opposite such Stockholder's name in column 3 of
Schedule I hereto; and
WHEREAS, in order to induce Leighton to enter into the Letter Agreement and
Employment Agreement and to perform his obligations thereunder and as a
condition thereof, the Stockholders are entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereby agree as follows:
SECTION 1. AGREEMENT TO VOTE; IRREVOCABLE PROXY.
(a) Each Stockholder hereby agrees that during the period commencing on the
date of this Agreement and continuing only until the meeting(s) of shareholders
considering the matters set forth in clauses (i) through (iii) have been held
(the "Termination Date"), at any meeting of the holders of the Shares, however
called, or in connection with any written consent of the holders of Shares, such
Stockholder shall vote (or cause to be voted) the Shares entitled to vote and
held of record or Beneficially Owned by such Stockholder, whether owned on the
date hereof or hereafter acquired, (i) in favor of the initial election by the
stockholders of Leighton and a nominee of his choosing as directors of the
Company; (ii) in favor of the adoption of the 2003 Stock Option Plan and the
issuance of options to purchase 375,000 shares of Common Stock to Leighton; and
(iii) in favor of the issuance of a warrant to purchase 1,000,000 shares of
Common Stock to Leighton. None of the Stockholders shall enter into any
agreement or understanding with any Person, the effect of which would be
inconsistent with or violative of the provisions and agreements contained in
this Section 1.
As used in this Agreement, the term "Person" means a natural person or any
partnership (whether general or limited and whether domestic or foreign),
limited liability company, foreign limited liability company, limited life
company, limited duration company, trust, estate, association,
corporation, custodian, nominee or any other individual or entity in its own or
any representative capacity or any other entity.
As used in this Agreement, the term "Beneficially Own" or "Beneficial
Ownership" with respect to any securities means having "beneficial ownership" of
such securities as determined pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to any
agreement, arrangement or understanding, whether or not in writing, except that
the term shall not include Shares which a Stockholder has the right to acquire
under any of the stock options issued to such Stockholder by the Company
("Company Stock Options") unless such Shares have been acquired upon exercise of
such Company Stock Options. Without duplicative counting of the same securities
by the same holder, securities Beneficially Owned by a Stockholder shall include
securities Beneficially Owned by all other Persons with whom a Stockholder would
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act.
(b) In order to secure its obligations hereunder, each Stockholder hereby
grants to, and appoints Leighton and Xxxxxxx X. Xxxxxx, and any other designee
of Leighton, and each of them individually, with full power of substitution and
resubstitution, such Stockholder's true and lawful irrevocable proxy to vote
such Stockholder's Shares entitled to vote, or grant a consent or approval in
respect of such Stockholder's Shares, on such matters and as indicated in
Section 1(a) above. Each Stockholder (i) agrees to take such further action and
execute such other instruments as may be necessary to effect the intent of this
proxy, (ii) hereby represents that any proxy heretofore given in respect of the
Stockholder's Shares is not irrevocable, and (iii) hereby revokes any proxy
previously granted by such Stockholder with respect to its Shares. Each
Stockholder understands and acknowledges that Leighton is entering into the
Letter Agreement and the Employment Agreement in partial reliance on such
Stockholder's execution and delivery of this irrevocable proxy. Each Stockholder
hereby affirms that this irrevocable proxy is given in connection with the
execution of this Agreement, the Letter Agreement and the Employment Agreement,
and further affirms that this irrevocable proxy is coupled with an interest in
this Agreement for the term stated herein and may under no circumstances be
revoked by the Stockholder prior to the Termination Date. Each Stockholder
hereby ratifies and confirms all that the proxy or proxies may lawfully do or
cause to be done by virtue hereof. This proxy is executed and intended to be
irrevocable in accordance with the provisions of Section 14A:5-19 of the New
Jersey Business Corporation Act. This proxy shall terminate automatically on the
Termination Date.
SECTION 2. GRANT OF RIGHT OF FIRST REFUSAL.
(a) Subject to the terms of this Section 2, Xxxxxx X. Xxxxxxxx ("MM")
agrees that he will not, directly or indirectly, sell, transfer, give, assign,
exchange, encumber, pledge, hypothecate or in any way dispose of ("sale or
transfer" or "sell or transfer") any Shares Beneficially Owned by MM without
first offering such Shares to Leighton at a purchase price per Share (the
"Purchase Price") equal to the then-current fair market value of the Shares. For
purposes of this Section, the fair market value of Shares on any day shall be
(i) in the event the Common Stock is not publicly traded, the fair market value
on such day as determined in good faith by the Board or (ii) in the event the
Common Stock is publicly traded, the last sale price of a share of Common Stock
as reported by the principal quotation service on which the Common Stock is
listed, if available, or, if last sale prices
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are not reported with respect to the Common Stock, the mean of the high bid and
low asked prices of a share of Common Stock as reported by such principal
quotation service, or, if there is no such report by such quotation service for
such day, such fair market value shall be the average of (i) the last sale price
(or, if last sale prices are not reported with respect to the Common Stock, the
mean of the high bid and low asked prices) on the day next preceding such day
for which there was a report and (ii) the last sale price (or, if last sale
prices are not reported with respect to the Common Stock, the mean of the high
bid and low asked prices) on the day next succeeding such day for which there
was a report, or as otherwise determined by the Board in its discretion pursuant
to any reasonable method contemplated by Section 422 of the Internal Revenue
Code of 1986, as amended and any regulations issued pursuant to that Section.
Any sale or transfer in violation of the terms of this Section 2 shall be null
and void and shall confer no title or any other rights to the vendee or
transferee thereof.
(b) If at any time MM desires to sell or transfer any Shares, he shall give
telephonic notice, confirmed in writing or by facsimile (the "Notice") to
Leighton stating the nature of the sale or transfer and the number of Shares
that he wishes to sell or transfer. Leighton shall have two (2) Business Days
from delivery of the Notice to inform MM by telephonic notice, confirmed in
writing or by facsimile (the "Response") whether or not Leighton wishes to
purchase the Shares that are the subject of the Notice. In the event that
Leighton informs MM that Leighton does not desire to purchase the Shares that
are the subject of the Notice or MM does not receive the Response within two (2)
Business Days of delivery of the Notice, MM shall be free to sell or transfer
the Shares that are the subject of the Notice for a period of thirty (30) days,
after which time, if MM wants to sell or transfer such Shares, he shall follow
the procedure set forth in this Section 2. As used in this Agreement, the term
"Business Day" means any day other than a Saturday, Sunday or other day on which
banks in New York City are authorized to close.
(c) The closing of any purchase of Shares by Leighton pursuant to this
Section 2 (the "Option Closing") shall be held at the offices of the Company on
the date that is no later than three business days after the date on which
Leighton has notified MM of Leighton's desire to purchase the Shares that are
subject to the Notice.
(d) At the Option Closing, (i) Leighton shall pay, by certified check or
wire transfer, an amount equal to the product of (A) the Purchase Price and (B)
the number of Shares to be sold to Leighton pursuant to the Notice; and (ii) MM
shall deliver or shall cause to be delivered to Leighton a certificate or
certificates, or other documentation, evidencing such Shares, and MM agrees that
such Shares shall be transferred free and clear of all liens. All such
certificates or other documents representing Shares shall be duly endorsed in
blank, or with appropriate stock powers, duly executed in blank, attached
thereto, in proper form for transfer, with the signature of MM thereon
guaranteed, and with all applicable taxes paid or provided for.
(e) Notwithstanding anything to the contrary contained in this Section 2,
MM shall have the right to sell or transfer up to an aggregate of One Hundred
Thousand (100,000) Shares in any twelve (12) month period (but not more than
Three Hundred Thousand Shares (300,000) in the aggregate while Leighton is the
Chief Executive Officer of the Company) without having to offer such Shares to
Leighton. Shares gifted to family members by MM where the donee agrees to grant
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Leighton a right of first refusal to purchase such Shares identical to the right
of first refusal set forth in this Section 2 shall not count towards the
100,000/300,000 limitation set forth above.
(f) The rights of first refusal set forth herein shall terminate upon the
earlier of (i) MM's death and (ii) Leighton's ceasing to be a director of the
Company.
SECTION 3. AFTER-ACQUIRED SHARES.
Notwithstanding anything herein to the contrary, any Shares acquired by
such Stockholder after the date hereof, whether by exercise of Company Stock
Options, by purchase, by conversion or exchange or by inheritance or bequest or
otherwise, shall be subject to all of the representations, warranties, covenants
and agreements of such Stockholder contained herein. In the event of a share
dividend or distribution, or any change in the Shares by reason of any split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such share
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed, exchanged, converted into or exercised for.
SECTION 4. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES.
Except where the representation, warranty and covenant specifically states
that it applies to less than all the Stockholders, each Stockholder hereby
represents, warrants and covenants on behalf of such Stockholder, for the
benefit of Leighton only, as follows:
(a) On the date hereof, such Stockholder is the Beneficial Owner of the
number of Shares set forth opposite such Stockholder's name in column 3 of
Schedule I hereto. On the date hereof, the Shares set forth opposite such
Stockholder's name in column 3 of Schedule I hereto constitute all of the Shares
owned of record or Beneficially Owned by such Stockholder. Except as set forth
on Schedule I hereto, such Stockholder owns such Shares free and clear of all
liens, claims, charges, security interests, mortgages or other encumbrances, and
such Shares are not subject to any rights of first refusal, put rights, other
rights to purchase or encumber, or to any restrictions other than this Agreement
as to the encumbrance, disposition or voting of such Shares. Such Stockholder
has controlling voting power and sole power to issue instructions with respect
to the matters set forth in Section 1 hereof, sole power of disposition, and
sole power to agree to all of the matters set forth in this Agreement, in each
case with respect to all of the Shares set forth opposite such Stockholder's
name in column 3 of Schedule I hereto, without limitations, qualifications or
restrictions on such rights, except those arising under marital property laws,
general fiduciary principles applicable to such Stockholder or, where indicated
on Schedule I hereto, as a result of such Stockholder being a trustee of a
trust.
(b) Such Stockholder has the legal capacity, power and authority to enter
into and perform all of such Stockholder's obligations under this Agreement. The
execution, delivery and performance of this Agreement by such Stockholder will
not violate any other agreement to which such Stockholder is a party including,
without limitation, any voting agreement, stockholder agreement or voting trust.
This Agreement has been duly and validly executed and delivered by such
Stockholder and, assuming the due execution and delivery by Leighton,
constitutes a valid, legal and binding
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agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally or by marital
property laws applicable to such Stockholder, and except as the availability of
equitable remedies may be limited by the application of general principles of
equity (regardless of whether such equitable principles are applied in a
proceeding at law or in equity). There is no beneficiary or holder of a voting
trust certificate or other interest of any trust of which such Stockholder is
trustee who is not a party to this Agreement and whose consent is required for
the execution and delivery of this Agreement or the consummation by any
Stockholder of the transactions contemplated hereby.
(c) (i) Except for amendments to the Schedule 13D to be filed by each of
andMM and Xx. Xxxxxxx X. Xxxxxxxx, no filing with or notice to, and no permit,
authorization, consent or approval of, any governmental entity is necessary on
the part of such Stockholder for the execution of this Agreement by such
Stockholder or the consummation by such Stockholder of the transactions
contemplated hereby; and (ii) none of the execution, delivery or performance of
this Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby nor compliance by such Stockholder with any of
the provisions hereof will (A) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancellation or acceleration or lien) under any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
lease, license, contract, agreement, understanding or other instrument or
obligation to which such Stockholder is a party or by which such Stockholder or
any of such Stockholder's properties or assets may be bound; or (B) conflict
with or violate any order, writ, injunction, decree, law, statute, rule or
regulation applicable to the Stockholder or any of such Stockholder's properties
or assets.
(d) No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions
contemplated by the Letter Agreement based upon arrangements made by or on
behalf of such Stockholder (other than in his capacity as an officer or director
of the Company).
(e) Except for MM, such Stockholder shall not, directly or indirectly: (i)
except as contemplated by this Agreement, grant any proxies or powers of
attorney, deposit any of its Shares into a voting trust or enter into a voting
agreement with respect to any Shares; or (ii) take any action that would make
any representation or warranty of such Stockholder contained herein untrue or
incorrect or have the effect of preventing or impairing such Stockholder from
performing its obligations under this Agreement.
(f) MM shall not, directly or indirectly: (i) except as contemplated by
this Agreement, otherwise offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer for
sale, transfer, tender, pledge, encumbrance, assignment or other disposition of,
any or all of his Shares; (ii) except as contemplated by this Agreement, grant
any proxies or powers of attorney, deposit any of his Shares into a voting trust
or enter into a voting agreement with respect to any Shares; or (iii) take any
action that would make any representation or warranty of such Stockholder
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contained herein untrue or incorrect or have the effect of preventing or
impairing MM from performing his obligations under this Agreement.
(g) Such Stockholder understands and acknowledges that Leighton is relying,
in part, upon the foregoing representations, warranties and covenants by such
Stockholder and on such Stockholder's execution and delivery of this Agreement
in entering into the Letter Agreement, the Employment Agreement and the related
transactions contemplated thereunder.
(h) Neither MM nor any member of his family will apply to the NASD to
accelerate the withdrawal of the subordinated loan made by MM or such member of
his family prior to the original due date of such subordinated loan.
SECTION 5. FURTHER ASSURANCES.
From time to time, at Leighton's request and without further consideration,
each Stockholder agrees to execute and deliver such additional documents and
take all such further lawful action as may be necessary or desirable to
consummate and make effective the transactions contemplated by this Agreement.
SECTION 6. STOP TRANSFER; FORM OF LEGEND.
Each Stockholder agrees and covenants to Leighton that if reasonably
requested by Leighton, any certificates or other documents representing the
Stockholders' Shares shall contain the following legend:
"The securities represented by this certificate are subject
to certain restrictions on transfer and other terms of a
Stockholders' Agreement, dated as of January 14, 2003, among
the parties listed on the signature pages thereto, a copy of
which is on file in the principal office of X.X. XXXXXXXX &
CO., INC."
SECTION 7. TERMINATION; SURVIVAL.
Except as otherwise contemplated by Section 2(f) hereof, the
representations, warranties, covenants and agreements contained herein shall
terminate on and shall not survive the Termination Date.
SECTION 8. STOCKHOLDER CAPACITY.
No Person executing this Agreement who is or becomes during the term hereof
a director or officer of the Company makes any agreement or understanding herein
in his or her capacity as such director or officer. Each Stockholder signs
solely in its capacity as the Beneficial Owner of its Shares.
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SECTION 9. DISPUTE RESOLUTION.
(a) Any dispute or difference between any one or more Stockholders, on the
one hand, and Leighton, on the other hand, arising under Section 10, but
excluding any suit for specific performance as provided in Section 10(j), which
the parties are unable to resolve themselves shall be submitted to and resolved
by arbitration as provided herein. Any disputing party may request the American
Arbitration Association (the "AAA") to designate one arbitrator, who shall be
qualified as an arbitrator under the standards of the AAA, who shall be a
retired or former judge of any appellate or trial court of the State of New
Jersey, any United States appellate court or any United States District Court
for the District of New Jersey, who is, in any such case, not affiliated with
any party in interest to such arbitration, and who has substantial professional
experience with regard to legal matters.
(b) The arbitrator shall consider the dispute at issue in Newark, New
Jersey at a mutually agreed upon time within 60 calendar days (or such longer
period as may be acceptable to the parties to the arbitration or as directed by
the arbitrator) after the designation of the arbitrator. The arbitration
proceeding shall be held in accordance with the rules for commercial arbitration
of the AAA in effect on the date of the initial request by the disputing party
that gave rise to the dispute to be arbitrated (as such rules are modified by
the terms of this Agreement or may be further modified by mutual agreement of
the disputing parties) and shall include an opportunity for the parties to
conduct discovery in advance of the proceeding. Notwithstanding the foregoing,
the disputing parties shall agree that they will attempt, and they intend that
they and the arbitrator should use its best efforts in that attempt, to conclude
the arbitration proceeding and have a final decision from the arbitrator within
120 calendar days after the designation of the arbitrator; provided, however,
that the arbitrator shall be entitled to extend such 120 calendar day period for
a total of two 120 calendar day periods. The arbitrator shall deliver a written
award with respect to the dispute to each of the parties to the arbitration, who
shall promptly act in accordance therewith. Each party to such arbitration
agrees that any award of the arbitrator shall be final, conclusive and binding
and that it will not contest any action by any other party thereto in accordance
with the award of the arbitrator. It is specifically understood and agreed that
any party may enforce any award rendered pursuant to the arbitration provisions
of this Section 9 by bringing suit in any court of competent jurisdiction.
SECTION 10. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof. This Agreement may not be assigned by
Leighton or by any Stockholder.
(b) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise of any thereof by any party shall not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
(c) The failure of any party hereto to exercise any right, power or remedy
provided under this
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Agreement or otherwise available in respect hereof at law or in equity, or to
insist upon compliance by any other party hereto with its obligations hereunder,
and any custom or practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.
(d) This Agreement may not be amended, changed, supplemented, waived or
otherwise modified or terminated, with respect to any Stockholder, except upon
the execution and delivery of a written agreement executed by Leighton and such
Stockholder.
(e) If any provision of this Agreement or the application thereof to any
person or circumstance is held invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby and to such end the provisions of
this Agreement are agreed to be severable.
(f) All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been received upon actual receipt or at the time described in evidence of
delivery by the applicable carrier) by delivery in person or deposit with a
recognized overnight courier service (notices may be given by facsimile but will
only be deemed delivered upon actual receipt) to the respective parties as
follows:
if to any Stockholder:
At the address set forth opposite such Stockholder's name in column 2 of
Schedule I hereto.
With a copy to:
Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxx, Esq.
Facsimile (000) 000-0000
if to Leighton:
Xx. Xxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx, Xxx Xxxx 00000
with a copy to:
Davidson Manchel & Xxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx X. Xxxxxxxx
Facsimile (000) 000-0000
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or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(g) This Agreement shall be governed and construed in accordance with the
laws of the State of New Jersey without regard to the principles of conflicts of
laws thereof.
(h) The descriptive headings used herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
(i) This Agreement shall be binding upon and inure solely to the benefit of
each party hereto and its successors and permitted assigns and nothing in this
Agreement express or implied is intended to or shall confer upon any other
person any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.
(j) Each of the Stockholders hereby acknowledges and agrees that its
failure to perform its agreements and covenants hereunder will cause irreparable
injury to Leighton for which damages, even if available, will not be an adequate
remedy. Accordingly, each Stockholder hereby consents to the issuance of
injunctive relief by any court of competent jurisdiction to compel performance
of such Stockholder's obligations and to the granting by any court of the remedy
of specific performance of its obligations hereunder.
(k) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, Leighton and each Stockholder has duly executed this
Agreement, as of the day and year first above written.
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx
STOCKHOLDERS
/s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxx
TRUST MADE OCTOBER 8, 1993 BY
XXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxx Xxxxxxxxx, Trustee
XXXX X. XXXXXXXX TRUST DATED
DECEMBER 22, 1999
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
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SCHEDULE I
NUMBER OF RESTRICTIONS
STOCKHOLDER ADDRESS SHARES OWNED IF ANY
----------- ------- ------------ ------
Xxxxxx X. Xxxxxxxx 00 Xxxxxx Xxxxxx 000,000
Xxxxxxxxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 000 Xxxx Xxxxx Xxxxx 000,000
Xxxxxxxx Xxxx, XX 00000
Xxxxxxx Xxxxxxxx 000 Xxxx 00xx Xxxxxx 000,000
Xxx Xxxx, XX 00000
Trust made October 8, c/o Xxxxxxx X. Xxxxxxxx 150,000
1993 by Xxxxxx X. 000 Xxxx Xxxxx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000
Xxxx X. Xxxxxxxx Trust c/o Xxxxxx X. Xxxxxxxxx 305,000
dated 000 Xxxx 00xx Xxxxxx
December 22, 1999 Xxx Xxxx, XX 00000
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