SETTLEMENT AGREEMENT
AGREEMENT dated August 28, 1997 among Prime Cellular, Inc., a Delaware
corporation ("Prime"), Bern Communications, Inc., a Delaware corporation and a
wholly-owned subsidiary of Prime ("Bern"), and the individuals set forth below
(the "Settling Shareholders").
W I T N E S S E T H:
WHEREAS, there have been and exist various disagreements between Prime and
Bern on the one hand and each of the Settling Shareholders on the other hand
with respect to certain rights and obligations of Bern and such Settling
Shareholders;
WHEREAS, the parties have determined that it is in their best interest to
settle any and all disagreements as between them and to confirm certain other
arrangements, as set forth herein;
NOW, THEREFORE, the parties hereto, in consideration of the mutual premises
set forth above and, such other consideration, the receipt and sufficiency of
which are hereby acknowledged, agree as follows:
1. Simultaneous herewith, Prime and each of the Settling Shareholders are
entering into an Agreement substantially in the form of Exhibit A hereto (the
"Stock Purchase Agreement"), providing for the purchase by Prime of all of the
shares of Prime common stock from each Settling Shareholder in the amount set
forth on Exhibit A-1, and which shares of Prime Common Stock are now owned by
each of the Settling Shareholders (as identified therein), at a purchase price
of $.50 per share.
2. Prime and Bern hereby assign, transfer and convey, without recourse, as
full satisfaction and settlement of certain expenses incurred by the Settling
Shareholders on behalf of Bern and past due and owing by Bern to the Settling
Shareholders, to Xxxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxx
(collectively, the "Employee Shareholders") all of their right, title and
interest in and to the computer software program known as WEBSITENOW and all
copyrights, trademarks, tradenames, domain names and goodwill associated
therewith, such transfer to include all of Prime and Bern's right, title and
interest in all subsequently developed additions and versions, modifications of
the WEBSITENOW software program. Prime and Bern agree that they shall no longer
retain any right, license or privilege to use the WEBSITENOW software program or
any derivative thereof, and agree to take all actions and execute and deliver
such documents and other instruments necessary for the consummation of the
transaction contemplated by this Section 2. Bern shall also transfer to the
Employee Shareholders the computer and any other equipment used to design and
maintain WEBSITENOW as set forth on Exhibit B. Each Employee Shareholder
represents and warrants that except for the equipment being transferred pursuant
to this Paragraph 2, he is not in possession of any material property of the
Company.
3. Simultaneous herewith, Prime and Bern and certain other parties on the
one hand, and each of the Settling Shareholders on the other hand, will execute
and deliver general releases in the form attached hereto as Exhibit C (the
"Release").
4. Each of the Employee Shareholders confirm their prior resignations as
directors and as officers of Prime and/or Bern and the termination of any
options to purchase securities of Prime or Bern.
2
5. Each of Bern and the Employee Shareholders acknowledge and agree that
the Employment Agreements (the "Employment Agreements") dated August 1, 1995,
between Bern (as successor to Bern Associates, Inc.) and each of the Employee
Shareholders, as amended, and the undated, Employee Confidential Information and
Invention Agreements, between Bern (as successor to Bern Associates, Inc.) and
each of the Employee Shareholders (the "Confidentiality Agreements") are all
hereby terminated and shall be of no further force and effect whatsoever; such
termination to include, without limitation, the termination of any and all
obligations on the part of (a) Bern or Prime to make any payments to the
Employee Shareholders (whether for past activities, current obligations or
future obligations, such as royalties) or to continue or otherwise provide any
benefits (such as, for example only, health insurance or disability) to any of
the Employee Shareholders and (b) on the part of such Employee Shareholders to
Bern or Prime under the Employment Agreements (including, without limitation,
the termination of any non-compete provision of the Employment Agreements and/or
the Confidentiality Agreements), except as otherwise set forth herein. The
Employee Shareholders confirm and warrant that neither Bern nor Prime shall on
and after the date hereof owe any payments to any of them based on past or
future revenues or for past or future services rendered (including, without
limitation, with respect to any existing contracts between Bern and any
customer) except as may be set forth in a written agreement executed after the
date hereof.
6. Neither Prime nor Bern on the one hand nor any of the Settling
Shareholders on the other hand shall, directly or indirectly, disparage the
commercial, business or financial reputation of the other party.
7. Each of the Settling Shareholders agree not to voluntarily appear or
testify in any court action, arbitration or administrative action relating to
Prime or Bern without Prime's
3
prior written consent, except pursuant to court order or a valid subpoena. Each
of the Settling Shareholders agree that if any of them receive a subpoena or
order requesting his or her appearance or testimony in connection with any court
action, arbitration or administrative proceeding relating to Prime or Bern, they
shall promptly notify Prime in writing prior to such testimony or appearance to
afford Prime the right to challenge the subpoena; provided, however, that Prime
shall fully indemnify and hold the Settling Shareholders harmless from any
actions, causes of action, claims, liabilities and demands of whatsoever kind or
nature arising out of or resulting from Prime's exercise of its right to
challenge the subpoena on the Settling Shareholders. In addition, each of the
Employee Shareholders and all of the other Settling Shareholders agree, subject
to the terms of the last sentence of this Section 7, that upon Prime's or Bern's
request, he or she will voluntarily appear or testify at the request of Prime or
Bern and otherwise participate in connection with any court action, arbitration
or administrative proceeding by or against Prime or Bern in whatever
jurisdiction such matter shall be pending, whether now existing or hereinafter
instituted. All pre-approved, out-of-pocket costs (including lost wages)
incurred by the Settling Shareholders in connection with the immediately
preceding sentence (including attorney's fees and expenses) shall be paid or
reimbursed by Bern or Prime.
8. This Agreement may not be amended except by an instrument in writing
executed by the parties hereto.
9. Any party hereto may, but shall not be obligated to, (a) extend the time
for the performance of any of the obligations or other acts of the other parties
hereto, and (b) waive compliance with any of the agreements or conditions
contained herein. Any such extension or waiver shall only be valid if set forth
in an instrument in writing signed by the party or parties to be bound thereby.
4
10. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered or mailed if delivered personally, by overnight courier or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):
if to Prime or Bern:
Prime Cellular, Inc.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
with a copy to:
Xxxxxx Xxxxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Fax: (000) 000-0000
5
if to Settling Shareholders:
to: the address set forth on Exhibit D
11. If any term or other provision of this Agreement is deemed or held by a
court of competent jurisdiction to be invalid, illegal or incapable of being
enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the greatest extent possible.
12. This Agreement (together with all Exhibits referenced herein including,
without limitation, the Stock Purchase Agreement and the Release) constitute the
entire agreement, and supersede all prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof.
13. This Agreement shall not be assigned by operation of law or otherwise.
14. This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York.
15. The parties (i) agree that any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted exclusively in New York
State Supreme
6
Court, located in New York County or the United States District Court for the
Southern District of New York to the exclusion of any other jurisdiction or
venue, (ii) waive any objection either of them have now or hereafter may have
based upon jurisdiction, forum non conveniens or to the venue of any such suit,
action or proceeding, and (iii) irrevocably consent to the jurisdiction of the
New York State Supreme Court located in New York County, or in the United States
District Court for the Southern District of New York in any such suit, action or
proceeding. The parties further agree to accept and acknowledge service of any
and all process in the New York State Supreme Court located in New York County
or in the United States District Court for the Southern District of New York and
agree that service of process upon either party, mailed by certified mail to
either party's address set forth above will be deemed in every respect effective
service of process upon such party, in any suit, action or proceeding. In the
event that any suit, action or proceeding is commenced with respect to this
Agreement, the prevailing party's costs and expenses incurred in connection with
such suit, action or proceeding (including reasonable attorneys fees and
expenses) shall be paid by the other party.
16. This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be original, but all of which taken together shall
constitute one and the same Agreement.
17. Each Settling Shareholder, severally and not jointly, warrants to the
Prime and Bern that it has the right, power, legal capacity and authority to
enter into this Agreement and to carry out his obligations hereunder, and this
Agreement constitutes the valid and binding obligation of such shareholder
enforceable against such shareholder, in accordance with its terms.
7
18. Prime and Bern represent and warrant to each Settling Shareholder that
it has the full corporate power, right, legal capacity and authority to enter
into this Agreement and to carry out its obligations hereunder, and this
Agreement, having been duly and validly authorized by all necessary corporate
action, constitutes the valid and binding obligation of Prime and Bern
enforceable against Prime and Bern, in accordance with its terms.
19. Prime agrees to take such actions and to authorize third parties
(including Prime's legal counsel) to take such actions, consistent with
applicable laws and regulations, to permit the sale of any Prime Stock which
will be owned by any Settling Shareholder after the consummation of the
transaction contemplated hereby.
8
IN WITNESS WHEREOF, the Undersigned have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
PRIME CELLULAR, INC.
By:__________________________________________
BERN COMMUNICATIONS, INC.
By:__________________________________________
_____________________________________________
Xxxxxx Xxxxxxx, a Settling Stockholder
_____________________________________________
Xxxxxxx Xxxxxx, a Settling Stockholder
_____________________________________________
Xxxxxxx Xxxxx, a Settling Stockholder
_____________________________________________
Xxxxxx Xxxxx, a Settling Stockholder
_____________________________________________
Xxxx Xxxxxx, a Settling Stockholder
_____________________________________________
Xxxxxx Xxxxxxxxx, a Settling Stockholder
9
(Signature page continued)
_____________________________________________
Xxxxx Xxxx, a Settling Stockholder
_____________________________________________
Xxxxxx Xxxxxxx, Xx., a Settling Stockholder
_____________________________________________
Xxxxxx Xxxx, a Settling Stockholder
10
EXHIBIT A-1
NAME NUMBER OF SHARES
---- ----------------
XXXXXX XXXXXXX 135,812
XXXXXXX XXXXXX 80,000
XXXXXXX XXXXX 158,875
XXXXXX XXXXX 158,875
XXXX XXXXXX 112,750
XXXXXX XXXXXXXXX 10,250
XXXXX XXXX 5,125
XXXXXX XXXXXXX, XX 5,125
XXXXXX XXXX 10,125
11
EXHIBIT A
PRIME CELLULAR INC.
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Gentlemen:
This letter is to confirm our agreement that Prime Cellular, Inc. (the
"Purchaser") hereby purchases from [Name of Seller] (the "Seller") ________
shares of the common stock, par value $.01 per share, of the Purchaser (the
"Shares") owned by the Seller for a purchase price of $.50 per share , upon the
terms and conditions hereinafter set forth.
1. Purchase Price In full consideration for the transfer of the Shares, the
Purchaser hereby delivers to the Seller upon execution of this letter by the
Seller, and delivery of certificates representing the Shares (together with
stock powers duly endorsed), free and clear of any liens, claims or encumbrances
of any nature whatsoever, duly endorsed for transfer to the Purchaser, its
certified check, dated the date hereof, in the amount of $_________.
2. Representations and Warranties of the Seller. The Seller represents and
warrants to the Purchaser that:
a. The Seller has the right, power, legal capacity and authority to
enter into this Agreement and to carry out his obligations hereunder, and
this Agreement constitutes the valid and binding obligation of the Seller,
enforceable against such Seller, in accordance with its terms;
b. The sale of the Shares to the Purchaser by the Seller will not
conflict with or constitute an event of default under or breach of any
agreement, document or instrument to which the Seller is a party, or any
law, rule or regulation or court order applicable to the Seller;
c. The Seller is the record and beneficial owner
of the Shares and has good and marketable title to such Shares, free and
clear of any and all liens, claims, security interest, pledges, charge and
encumbrances of any nature whatsoever (the "Liens"). The Seller has
complete and unrestricted power and the unqualified right to sell, assign,
transfer and deliver the Shares to the Purchaser, and upon delivery to the
Purchaser of the certificates representing the Shares, either endorsed in
blank for transfer or together with appropriately executed stock powers
with respect thereto, the Purchaser shall acquire good and marketable title
to the Shares, free and clear of any Liens; and
d. The Seller has had a reasonable opportunity to review all public
filings and reports, press releases and similar disclosure documents filed
or published by the Purchaser, and to ask questions of and receive answers
from the Purchaser concerning the Purchaser, and all such questions, if
any, have been answered to the full satisfaction of the Seller; and
e. None of the representations or warranties made by the Seller in
this Agreement are false or misleading with respect to any fact, or omit to
state any fact necessary in order to make the statements herein contained
not misleading.
3. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller that it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
with full corporate power, right, legal capacity and authority to enter into
this Agreement and to carry out its obligations hereunder, and this Agreement,
having been duly and validly authorized by all necessary corporate action,
constitutes the valid and binding obligation of the Purchaser enforceable
against the Purchaser, in accordance with its respective terms; and
4. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York without regard to its choice
of law principles. The parties (i) agree that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, located in New York County or the
United States District Court for the Southern District of New York to the
exclusion of any other jurisdiction or venue, (ii) waive any objection either of
them have now or hereafter may have based upon jurisdiction, forum non
conveniens or to the venue of any such suit, action or proceeding, and (iii)
irrevocably consent to the jurisdiction of the New York State Supreme Court
located in New York County, or in the United States District Court for the
Southern District of New York in any such suit, action or proceeding. The
parties further agree to accept and acknowledge service of any and all process
in the New York State Supreme Court located in New York County or in the United
States District Court for the Southern District of New York and agree that
service of process upon either party, mailed by certified mail to either
Page 3
party's address set forth above will be deemed in every respect effective
service of process upon such party, in any suit, action or proceeding. In the
event that any suit, action or proceeding is commenced with respect to this
Agreement, the prevailing party's costs and expenses incurred in connection with
such suit, action or proceeding (including reasonable attorneys fees) shall be
paid by the other party.
5. Miscellaneous. This Agreement (i) may only be modified by a written
instrument executed by the party to be charged with such modification; (ii) sets
forth the entire agreement of the parties hereto with respect to the subject
matter hereof; and (iii) shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, legal representatives, successors and
assigns.
6. Counterparts. This Agreement may be executed in one or more
counterparts.
[end of page]
Page 4
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
PRIME CELLULAR, INC.
Dated: ____________ By:_____________________________
Name:
Title:
Dated: ____________ By:_____________________________
[Name of Seller]
EXHIBIT B
System 1
--------
1 SUN SPARCStation 10 Computer System(1)
1 19" SUN Computer Monitor(1)
1 SUN CD-ROM(1)
SUN Keyboard, Mouse and Mouse PAD(1)
System 2
--------
1 SUN SPARCStation 10 Computer System(2)
1 19" Sun Computer Monitor(2)
1 SUN CD-ROM(2)
SUN Keyboard, Mouse and Mouse PAD(2)
System 3
--------
1 ABS Mini Tower Pentium 166 MHz 32 MB(3)
With CD-ROM and CD-Recordable ROM(3)
Keyboard, Mouse and Speakers(3)
Mag Innovision 17" Monitor(3)
System 4
--------
1 NEC Ready 9522 Mini Tower(1)
With CD-ROM, 2 Speakers, Mouse and Cables(3)
1 NEC XV15 Monitor(3)
System 5
--------
DEC Alpha 400 with Keyboard mouse and Cables and (3)
Misc Documentation(3)
1 DEC 17" Monitor(3)
1 4 Slot Disk Bay(3)
4GB SCSI Hard Disk(3)
System 6
--------
1 SUN SPARCStation 10 Computer System(3)
1 19" SUN Computer Monitor(3)
1 SUN CD-ROM(3)
SUN Keyboard, Mouse and Mouse PAD(3)
System 7
--------
1 Web TV System, Keyboard and remote(3)
Support Contract
----------------
1 SUN Software Service Contract that expires Nov-Dec 1997
Transferred and assigned to the Settling Shareholders
Employee Shareholders will install Caldera Rev 1.0 UNIX Operating System, Apache
WEB Server, and the Caldera mail server onto an existing PC system from BERN
help desk (herein after "Replacement Server"). In addition, the user accounts,
and BERN help desk web pages currently on System 6 will be transferred to the
Replacement Server by the Employee Shareholders. The Employee Shareholders agree
to service the Replacement Server for three month period after the date of the
Settlement Agreement.
--------------------------------------------------------------------------------
(1) In Xxxxxxx Josuva's possession.
(2) In Xxxxxxx Xxxxx'x possession.
(3) Currently at BERN help desk in Teaneck, NJ
EXHIBIT C
MUTUAL RELEASE
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Xxxxxx Xxxxxxx (the "Individual Party"), for himself,
his heirs, administrators, executors, successors, and assigns, hereby fully and
forever releases, acquits, and discharges Prime Cellular, Inc., Bern
Communications, Inc., Xxxxxx X. Xxxxxx, Xxxxxxxxx Xxxxx and Xxxxxx Xxxxx, their
respective officers, directors, shareholders, affiliates, subsidiaries, heirs,
administrators, successors, agents, attorneys, and assigns (collectively, the "
Prime Parties"), from any and all actions, causes of action, claims,
obligations, liabilities, past due expenses and demands of whatsoever kind or
nature, known or unknown, foreseen or unforeseen, at law or in equity, civil,
criminal, or administrative, including, without limitation, such claims and
defenses as fraud, mistake, and duress, which the Individual Party ever had, may
have had, now have, or might hereafter have, against the Prime Parties,
including, but not limited to, claims arising on account of any and all known or
unknown losses and damages to the Individual Party or to the Individual Party's
property sustained or received as a result of or arising out of the Individual
Party's employment by, or being a shareholder, option holder, director or
officer of, any of the Prime Parties (as the case may be), including, without
limitation, arising out of or in connection with the Employment Agreement
between the Individual Party and Bern Communications, Inc. (as successor to Bern
Associates, Inc.) ("Bern"), dated as of August 1, 1995, as amended, and
the undated Employee Confidential Information and Invention Agreement, between
Bern and the Individual Party (as the case may be) (collectively, the
"Employment Agreement").
The Prime Parties, for each of themselves, their respective heirs,
administrators, successors, agents, and assigns, hereby fully and forever
release, acquit, and discharge the Individual Party, and their respective heirs,
administrators, successors, agents, attorneys, and assigns, from any and all
actions, causes of action, claims, obligations, liabilities, past due expenses
and demands of whatsoever kind or nature, known or unknown, foreseen or
unforeseen, at law or in equity, civil, criminal, or administrative, including,
without limitation, such claims and defenses as fraud, mistake, and duress,
which each of the Prime Parties ever had, may have had, now have, or might
hereafter have against the Individual Party, including, but not limited to,
claims arising on account of any and all known or unknown losses and damages to
the Prime Parties sustained or received as a result of or arising out of the
Individual Party's employment with, or being an officer, option holder, director
or shareholder of, any of the Prime Parties (as the case may be), including
without limitation, arising out or in connection with the Employment Agreement.
It is expressly understood and agreed that, this Mutual Release is intended
to cover and does cover not only all now known loss or damage, but any future
loss and damage not now known or anticipated but which may later develop or be
discovered from the existing state of things, including all of the effects and
consequences thereof.
If any provision of this Mutual Release, or if any construction or
application of any provision of this Mutual Release, is held to be unenforceable
or invalid for any reason, then the validity of all the remaining provisions
shall not be affected and the validity of any remaining construction or
application of such provision shall not be affected, and the
-2-
rights or obligations of each of the parties shall be construed and enforced as
if the Mutual Release did not contain such invalid provision or, as the case may
be, invalid construction or application of such provision; provided, however,
that such resulting construction and enforcement shall be generally consistent
with the basic purpose of this Mutual Release. For purposes of the foregoing,
"provision" refers to any word, phrase, term, sentence, paragraph, or any other
part of this Mutual Release.
This Mutual Release shall be governed by the laws of the State of New York.
The parties hereto acknowledge, covenant, and agree that each of them has
read this Mutual Release and understands its terms, including the legal
consequences thereof, and that in offering to make, and in making, executing,
and delivering this Mutual Release, none of them was acting under any duress,
undue influence, misapprehension, or misrepresentation by any party hereto or
any agent, attorney, or representative of any party and that this Mutual Release
was made, executed, and delivered as the free and voluntary act of each party
and was given in good faith on the part of each party with full knowledge of all
relevant facts and circumstances.
The Prime Parties represent and warrant to the Individual Party that each
of them has the power, right, legal capacity and authority to enter into this
Agreement and to carry out its obligations hereunder, and this Agreement, having
been duly and validly authorized by all necessary corporate action (in the case
of a corporate Prime Party), constitutes the valid and binding obligation of the
Prime Parties enforceable against the Prime Parties, in accordance with its
terms.
The Individual Party represents and warrants to the Prime Parties that it
has the power, right, legal capacity and authority to enter into this Agreement
and to carry out
-3-
its obligations hereunder, and this Agreement, constitutes the valid and binding
obligation of the Individual Party in accordance with its terms.
Except as otherwise provided, this document contains the entire agreement
between the parties hereto and no representations or promises, other than those
contained or referred to herein, have been made by any party to any other party
to secure the execution of this Mutual Release.
Dated: August 28, 1997
The Prime Parties:
Prime Cellular, Inc.
By:________________________________
Name:
Title:
Bern Communications, Inc.
By:________________________________
Name:
Title:
-----------------------------------
Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxxx Xxxxx
-4-
-----------------------------------
Xxxxxx Xxxxx
Individual Party
-----------------------------------
-5-
EXHIBIT D
NAMES AND ADDRESSES OF SETTLING SHAREHOLDERS
Xxxxxx Xxxxxxx, Xx.
00 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Xxxx Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Xxxxxx Xxxxxxx, Xx.
0 Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Xxxxx Xxxxxxxxx
00 Xxxxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Xxxxx Xxxx
00-X Xxxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
Xxxxxx Xxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Xxxxxx Xxxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
