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Exhibit 9.1
AMENDED AND RESTATED VOTING AGREEMENT
This Amended and Restated Voting Agreement (the "AGREEMENT") is made
and entered into as of this 7th day of March 1996 by and among AccelGraphics,
Inc., a California corporation (the "COMPANY"), the Founders listed on Exhibit A
attached hereto (the "FOUNDERS"), the holders of the Company's Series A
Preferred Stock (the "SERIES A HOLDERS"), and the holders of the Company's
Series B Preferred Stock (the "SERIES B HOLDERS" and collectively with the
Series A Holders, the "INVESTORS"), all as set forth on Exhibit A attached
hereto.
RECITALS
A. The Company, the Founders and the Series A Holders have entered into
a Voting Agreement (the "PRIOR VOTING AGREEMENT") dated as of June 15, 1995
pursuant to which the Investors and the Founders implemented certain voting
provisions with respect to the election of directors.
B. The Company and the Series B Holders have entered into the Series B
Preferred Stock Purchase Agreement (the "SERIES B PURCHASE AGREEMENT") of even
date herewith, pursuant to which the Company sold, and the Series B Holders
acquired, Series B Preferred Stock of the Company.
C. A condition to the obligations of the Series B Holders under the
Purchase Agreement is that the Company, the Founders and the Investors enter
into this Agreement for the purpose of setting forth the terms and conditions
under which the Investors and the Founders shall, in certain cases, vote their
shares of the Company's voting stock in favor of certain designees to the
Company's Board of Directors.
D. The Company, the Founders, and the Series A Holders desire to amend
and restate the Prior Voting Agreement to include the Series B Holders and make
certain other changes.
In consideration of the mutual covenants and agreements contained
herein and for other valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Election of Directors.
1.1 Election of Directors. At any annual or special meeting
called, or any other action taken, for the purpose of electing directors to the
Company's Board of Directors, each Investor and Founder agrees to vote all
shares of capital stock of the Company beneficially owned by such Investor or
Founder (whether currently owned or hereafter acquired) as follows in each
election of directors of the Company:
(a) For so long as AVI Capital L.P. ("AVI") or any of
its affiliates holds at least five percent (5%) of the capital stock of the
Company, for the election of Xxxxx X. Xxxxxx or another representative of AVI;
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(b) For so long as Advanced Technology Ventures IV
("ATV") or any of its affiliates holds at least five percent (5%) of the capital
stock of the Company, for the election of Xxx X. Xxxxxxx or another
representative of ATV;
(c) For so long as STF II, L.P. ("STF") or any of its
affiliates holds at least five percent (5%) of the capital stock of the Company,
for the election of Xxxxx X. Gold or another representative of STF;
(d) For so long as Kubota Corporation ("KUBOTA") or
any of its affiliates holds at least five percent (5%) of the capital stock of
the Company, for the election of Fuyuhiko Usui or another representative of
Kubota;
(e) For so long as Xxxxxxx X. Xxxx remains the Chief
Executive Officer or President of the Company or holds at least two percent (2%)
of the capital stock of the Company, for the election of Xxxxxxx X. Xxxx; and
(f) For so long as Xxxxx X. Xxxx remains the Chief
Financial Officer of the Company or holds at least two percent (2%) of the
capital stock of the Company, for the election of Xxxxx X. Xxxx.
1.2 Appointment of Directors. In the event of the resignation,
death, removal or disqualification of a director selected by the Investors, such
Investors shall promptly nominate a new director and, after written notice of
the nomination has been given by such Investors to the other parties, each
Founder and Investor shall promptly vote its shares of capital stock of the
Company to elect such nominee to the Board of Directors.
1.3 Removal. The Investors may at any time and from time to
time, remove, with or without cause (subject to the Bylaws of the Company as in
effect from time to time and any requirements of law), in their sole discretion,
their designated director or directors and, after written notice to each of the
parties hereto of the new nominee(s) to replace such director(s), each Investor
shall promptly vote its shares of capital stock of the Company to elect such
nominee to the Board of Directors of the Company.
1.4 Other Voting. This Agreement shall not extend to voting
upon questions and matters (other than the election of directors) upon which
shareholders of the Company have a right to vote under the Articles of
Incorporation or Bylaws of the Company or under the laws of the State of
California.
2. No Revocation. The voting agreements contained herein are coupled
with an interest and may not be revoked during the term of this Agreement.
3. Legend on Certificates. Each certificate representing shares held by
the Investors and Founders, and any assignees or transferees thereof, shall bear
the following legend:
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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A VOTING AGREEMENT BETWEEN THE
CORPORATION AND CERTAIN SHAREHOLDERS OF THE
CORPORATION. COPIES OF THE VOTING AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE
SECRETARY OF THE COMPANY.
4. Transfer of Rights. No Founder or Investor shall sell, assign,
transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, any
shares of capital stock then owned by such Investor or Founder unless the person
acquiring such capital stock of the Company shall first become a signatory to
this Agreement, agreeing to be bound by all the terms of this Agreement to the
same extent as if such person had been an original signatory hereto. The Company
shall not transfer any shares of its capital stock on its books which shall have
been sold, assigned or otherwise transferred in violation of this Agreement, or
to treat as owner of such shares of its capital stock, or to record the right to
vote as such owner or to pay dividends to, any person or organization to which
any such shares of its capital stock shall have been sold, assigned or otherwise
transferred, from and after any sale, assignment or transfer of any share of its
capital stock made in violation of this Agreement.
5. Term. This Agreement shall be effective as of the date first above
written and shall terminate and be of no further force or effect upon the
earlier to occur of (a) the consummation of the Company's sale of its Common
Stock in a bona fide, firm commitment underwriting pursuant to a registration
statement under the Securities Act of 1933, as amended (other than a
registration statement relating either to the sale of securities to employees of
the Company pursuant to a stock option, stock purchase or similar plan or a SEC
Rule 145 transaction), (b) such time as the Company becomes subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, or
(c) the tenth anniversary of the effective date of this Agreement.
6. Miscellaneous.
6.1 Notices.
(a) All notices, requests, demands and other
communications under this Agreement or in connection herewith shall be given to
or made upon the Investors or the Founders at the addresses set forth below each
person's name on Exhibit A attached hereto, and, if to the Company, to:
AccelGraphics, Inc., 0000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000-0000, attention:
President.
(b) All notices, requests, demands and other
communications given or made in accordance with the provisions of this Agreement
shall be in writing, and shall be sent by airmail, return receipt requested, or
by telex or telecopy (facsimile) with confirmation of receipt, and shall be
deemed to be given or made when receipt is so confirmed.
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(c) Any party may, by written notice to the other,
alter its address or respondent, and such notice shall be considered to have
been given five (5) days after the airmailing, telexing or telecopying thereof.
6.2 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
6.3 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, portions of such provisions,
or such provisions in their entirety, to the extent necessary, shall be severed
from this Agreement, and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
6.4 Entire Agreement; Modifications and Amendments. This
Agreement and the documents referred to herein constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements existing among the parties hereto are
expressly canceled. This Agreement may be modified or amended only with the
written consent of the Company, each Founder and at least a majority of the
shares of Common Stock Equivalents held by the Investors or their permitted
successors or assigns. In no event shall such waiver of any rights hereunder
constitute the waiver of such rights in any future instance unless the waiver so
specifies in writing. Any amendment or waiver effected in accordance with this
Section 6.5 shall be binding upon each of the parties hereto and each transferee
of the Common Stock Equivalents.
6.5 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
entered into solely between residents of, and to be performed entirely within,
such state.
6.6 Counterparts. 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.
6.7 Best Efforts. The Company agrees to use its best efforts
to enforce the terms of this Agreement, to inform the Investors and the Founders
of any breach hereof and to assist the Investors and the Founders in the
exercise of their rights and performance of their obligations hereunder. The
Investors and each Founder expressly agree that the Investors, the Founders and
the Company will be irreparably damaged if this Agreement is not specifically
enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Agreement by any of the Founders or the Investors, each of
the Founders, the Investors and the Company shall, in addition to all other
remedies, each be entitled to a temporary or permanent
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injunction, without showing any actual damage, and/or a decree for specific
performance, in accordance with the provisions hereof.
6.8 Legal Fees. In the event of any action at law, suit in
equity or arbitration proceeding in relation to this Agreement or any shares or
other securities of the Company transferred hereunder, the prevailing party, or
parties, shall be paid by the other party or parties a reasonable sum for
attorneys' fees, costs and expenses in addition to any other relief to which
such prevailing party may be entitled.
6.9 Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
6.10 Termination of Prior Rights. Effective and contingent
upon execution of this Agreement by each of the Founders and holders of a
majority of the capital stock owned by the holders of Series A Preferred Stock,
and upon the closing of the transactions contemplated by the Series B Purchase
Agreement, the Prior Voting Agreement is hereby declared null and void and is
amended and restated in its entirety to read as set forth in this Agreement, and
the Company, the Founders and the Investors hereby agree to be bound by the
provisions hereof as the sole agreement of the Company, the Founders and the
Investors with respect to certain voting rights. Upon termination of the Prior
Voting Agreement as aforesaid, this Agreement is hereby entered into on behalf
of all of the Founders and the Series A Holders as provided in Section 6.4 of
the Prior Voting Agreement.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, this Voting Agreement has been executed by the
parties hereto as of the day and year first above written.
ACCELGRAPHICS, INC.
By:/s/ Xxxxxxx X. Xxxx
------------------------------------------
Xxxxxxx X. Xxxx, President
INVESTORS:
ADVANCED TECHNOLOGY VENTURES IV,
L.P.
By: ATV Associates IV, L.P.
Name:/s/ Xxx X. Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
ASSET MANAGEMENT ASSOCIATES
1996, L.P.
By: AMC Partners 96, L.P.,
its General Partner
Name:/s/ W. Xxxxxxx Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
ASSOCIATED VENTURE INVESTORS III,
L.P.
By: AVI Management Partners III, L.P.
Name:/s/ Xxxxx Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
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AVI CAPITAL, L.P.
By: AVI Capital Management, L.P.,
its General Partner
Name:/s/ Xxxxx Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
AVI PARTNERS GROWTH FUND II, L.P.
By: AVI Management Partners III, L.P.,
its General Partner
Name:/s/ Xxxxx Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
AVI SILICON VALLEY PARTNERS, L.P.
By: AVI Management Partners III, L.P.
Name:/s/ Xxxxx Xxxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
KUBOTA CORPORATION
By:/s/ Xxxxxx Xxxxxxxxx
------------------------------------------
Name:Xxxxxx Xxxxxxxxx
(print)
Title: Managing Director
---------------------------------------
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PIDWELL FAMILY LIVING TRUST
DATED 6/25/87
By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------------
(print)
Title: Trustee
---------------------------------------
XXXX / SOURCE VENTURES, LIMITED
PARTNERSHIP #9
By:/s/Xxxxxxx X. Xxxx
------------------------------------------
Name: Xxxxxxx X. Xxxx
----------------------------------------
(print)
Title: President
---------------------------------------
XXXXXX X. XXXXXX, TRUSTEE FOR THE
XXXXXX X. XXXXXX LIVING TRUST, DATED
DECEMBER 28, 1990
By:/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------------
(print)
Title:
---------------------------------------
STF II, L.P.
c/o IndoSuez Ventures
By:/s/ Xxxxx X. Gold
------------------------------------------
Name: Xxxxx X. Gold
----------------------------------------
(print)
Title: Investment Manager
---------------------------------------
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VLG INVESTMENTS 1995
By:/s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
(print)
Title: Partner
---------------------------------------
VLG INVESTMENTS 1996
By:/s/ Xxxxxx Xxxxxx
------------------------------------------
Name: Xxxxxx Xxxxxx
----------------------------------------
(print)
Title: Partner
---------------------------------------
VLG RETIREMENT SAVINGS
PLAN TRUST ACCOUNT FBO XXXXXXX X.
XXXX
By:/s/ Xxx X. Xxxxxxxx
------------------------------------------
Name: Xxx X. Xxxxxxxx
----------------------------------------
(print)
Title: Trustee
---------------------------------------
WOODSIDE FUND III, L.P.
By: Woodside Partners III, L.P.,
its General Partner
Name:/s/ Xxxxxx X. Xxxxxx
----------------------------------------
(print)
Title: General Partner
---------------------------------------
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/s/ Xxxxxxx Au
---------------------------------------------
Xxxxxxx Au
/s/ Xxxxxxx X. Xxxx
---------------------------------------------
Xxxxxxx X. Xxxx
/s/ Xxx Xxxxxxx
---------------------------------------------
Xxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Kalevi Puonti
---------------------------------------------
Kalevi Puonti
/s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------------------
Xxxxxx X. Xxxxxx, Xx.
FOUNDERS:
/s/ Xxxxxxx X. Xxxx
---------------------------------------------
Xxxxxxx X. Xxxx
/s/ Xxxx Xxxxxxx
---------------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxx X. Xxxx
---------------------------------------------
Xxxxx X. Xxxx
/s/ Xxxx X. Xxxxxxxx
---------------------------------------------
Xxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxxxxx
---------------------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxx
---------------------------------------------
Xxxxx Xxxxxxx
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EXHIBIT A
FOUNDERS: SERIES A HOLDERS
Xxxxxxx X. Xxxx Xxx X. Xxxxxxx
c/o AccelGraphics, Inc. c/o Advanced Technology Ventures IV
1942 Zanker Road 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxx, XX 00000-0000 Xxxxx Xxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Xxxx Xxxxxxx AVI Capital, L.P.
c/o AccelGraphics, Inc. x/x XXX Xxxxxxx Xxxxxxxxxx, X.X.
0000 Xxxxxx Road Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000-0000 Xxx Xxxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner
Xxxxx X. Xxxx AVI Partners Growth Fund
c/o AccelGraphics, Inc. c/o AVI Management Partners III, L.P.
1942 Zanker Road Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000-0000 Xxx Xxxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner
Xxxx X. Xxxxxxxxx Associated Venture Investors III, L.P.
c/o AccelGraphics, Inc. c/o AVI Management Partners III, L.P.
1942 Zanker Road Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000-0000 Xxx Xxxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner
Xxxx Xxxxxxxx AVI Silicon Valley Partners, L.P.
c/o AccelGraphics, Inc. c/o AVI Management Partners III, L.P.
1942 Zanker Road Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000-0000 Xxx Xxxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner
Xxxxx Xxxxxxx Xxxxxx X. Xxxxxx, Trustee for the Xxxxxx X.
c/o AccelGraphics, Inc. Kibble Living Trust, Dated December 28, 1990
1942 Zanker Road 00 Xxxxxxx Xxxx
Xxx Xxxx, XX 00000-0000 Xxxxxxxx, XX 00000
Telephone: 408/000-0000 Telephone: (000) 000-0000
FAX: 408/000-0000 FAX: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
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SERIES A HOLDERS (CONT.):
Kubota Corporation Xxxx/Source Ventures, Limited Partnership #9
0000X Xxxx Xxxxx 0000 Xxxx Xxx., Xxxxx X
XXx Xxxx, XX 00000 Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
Attn: Xxxxx Xxxxxx Attn: Xxxxxx Xxxxx
STF II, L.P. VLG Investments 1995
c/o IndoSuez Ventures 0000 Xxxx Xxxx Xxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxx, XX 00000
Xxxxx Xxxx, XX 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 FAX: (000) 000-0000
FAX: (000) 000-0000 Attn: Xxxxxx Xxxxxx
Attn: Xxxxx X. Gold
VLG Retirement Savings Plan Trust Woodside Fund III, L.P.
Account FBO Xxxxxxx X. Xxxx c/o Woodside Partners III, L.P.
Venture Law Group 000 Xxxxxxxx Xxxxx
0000 Xxxx Xxxx Xxxx Xxxxxxxx, XX 00000
Xxxxx Xxxx, XX 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 FAX: (000) 000-0000
FAX: (000) 000-0000 Attn: Xxxxxx X. Xxxxxx
SERIES B HOLDERS
Advanced Technology Ventures IV Asset Management
0000 Xxxx Xxxx Xxxx, Xxxxx 000 0000 Xxxx Xxxxxxxx Xx., Xxxxx 000
Xxxxx Xxxx, XX 00000 Xxxx Xxxx, XX 00000
Attn: Xxx Xxxxxxx Telephone: (000) 000-0000
FAX: (000) 000-0000
Associated Venture Investors III, L.P. AVI Capital, L.P.
c/o AVI Management Partners III, L.P. x/x XXX Xxxxxxxxxx Xxxxxxxx
Xxx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner Attn: Xxxxx X. Xxxxxx, General Partner
AVI Partners Growth Fund AVI Silicon Valley Partners, L.P.
c/o AVI Management Partners III, L.P. c/o AVI Management Partners III, L.P.
Xxx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxxx Xxxxxx, Xxxxx 00
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, General Partner Attn: Xxxxx X. Xxxxxx, General Partner
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Xxxxxx X. Xxxxxx Trust Kubota Corporation
00 Xxxxxxx Xxxx 0000X Xxxx Xxxxx
Xxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx Attn: Xxxxx Xxxxxx
Xxxx/Source Ventures, Limited Partnership #9 STF II, L.P.
0000 Xxxx Xxx., Xxxxx X c/o IndoSuez Ventures
Xxxxxxxxxx, XX 00000 0000 Xxxx Xxxx Xxxx, Xxxxx 000
Telephone: (000) 000-0000 Xxxxx Xxxx, XX 00000
FAX: (000) 000-0000 Telephone: (000) 000-0000
Attn: Xxxxxx Xxxxx FAX: (000) 000-0000
Attn: Xxxxx X. Gold
VLG Retirement Savings Plan Trust Woodside Fund III, L.P.
Account FBO Xxxxxxx X. Xxxx c/o Woodside Partners III, L.P.
Venture Law Group 000 Xxxxxxxx Xxxxx
0000 Xxxx Xxxx Xxxx Xxxxxxxx, XX 00000
Xxxxx Xxxx, XX 00000 Telephone: (000) 000-0000
Telephone: (000) 000-0000 FAX: (000) 000-0000
FAX: (000) 000-0000 Attn: Xxxxxx X. Xxxxxx
Xxxxxxx Au Xxxxxxx X. Xxxx
Xxxxx Capital 00 Xxxxx Xxxx
1251 Avenue of the Americas Xxxxxx, XX 00000
Xxx Xxxx, XX 00000
Xxx Xxxxxxx Xxxxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxxx Xxxxxx c/x Xxxxxxx Strategic Consulting
Xxxxxxxx, XX 00000 000 Xxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Pidwell Family Living Trust dated 6/25/87 Kalevi Puonti
x/x Xxxxx X. Xxxxxxx Xxx Xx Xxxxxxx 00
00000 Xxxxxxx Xxxx 2000 Neuchatel
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
FAX: (000) 000-0000
Xxxxxx X. Xxxxxx, Xx. XXX Xxxxxxxxxxx 0000
x/x Xxxxxxx Law Group c/o Venture Law Group
0000 Xxxx Xxxx Xxxx 0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000)000-0000
Attn: Xxxxxx Xxxxxx
