SHAREHOLDER AGREEMENT
This SHAREHOLDER AGREEMENT (the "Agreement") is made as of January 28,
1999, by and among PUREPULSE TECHNOLOGIES, INC., a Delaware corporation (the
"Company"), MAXWELL TECHNOLOGIES, INC., a Delaware corporation ("MTI"), SANYO
E&E CORPORATION, a Delaware corporation ("SEE") and THREE OCEANS, INC., a
Delaware corporation ("TOI"). SEE and TOI are sometimes collectively referred
to herein as the "Investors" and individually as an "Investor." Each of the
Investors owns the capital stock of the Company set forth on Schedule 1 hereto.
In consideration of the mutual promises, covenants and agreements contained
herein, the parties hereto agree as follows:
SECTION 1. RESTRICTIONS ON TRANSFER
1.1 RIGHT OF FIRST OFFER. Except in accordance with the provisions of
this Section 1 or Section 2, the Investors may not transfer all or any portion
of the Company's Series A Preferred Stock, $0.01 par value per share (the
"Preferred Stock") or the Company's common stock, $0.01 par value per share (the
"Common Stock") into which the Preferred Stock has been converted now or
subsequently held by either of them (collectively, the "Investor Shares").
(a) Each Investor agrees that in the event it either receives an
offer to purchase for cash (which offer it wishes to accept) or otherwise
desires to transfer all or a portion of the Investor Shares (the "Offered
Investor Shares"), it shall deliver to the Company a notice of proposed transfer
stating (i) its bona fide intention to sell or otherwise transfer such Offered
Investor Shares, (ii) the number of such Offered Investor Shares to be sold or
otherwise transferred, (iii) the terms and conditions of the proposed transfer
including the purchase price (the "Proposed Investor Price") and (iv) the name
of the proposed transferee, if any. The Company shall have the right to
purchase all, but not less than all, the Offered Investor Shares at the Proposed
Investor Price and pursuant to the terms and conditions stated in the notice.
The Company shall, within 15 days following receipt of the Investor's notice,
deliver to the Investor, a certificate stating whether the Company has elected
to exercise or to not exercise its right to purchase the Offered Investor
Shares. If the Company elects to exercise its right in accordance with this
Section 1.1, the respective parties shall effect a closing on a mutually agreed
date, which closing date shall be within 15 days after the date of such notice
of exercise. The Company may assign its rights under this Section 1.1 to MTI.
(b) Unless the Company (or MTI) agrees to purchase the Offered
Investor Shares offered pursuant to Section 1.1(a) above, the Investor may
transfer the Offered Investor Shares at the Proposed Investor Price, provided
that (i) the terms and conditions of the transfer are no more favorable to the
transferee than the terms and conditions stated in the Investor's notice to the
Company, (ii) such sale or other transfer is consummated within 120 days from
the date of the notice of proposed transfer, and (iii) any such sale or other
transfer is in accordance with all the terms and conditions hereof, and with
applicable securities laws.
(c) As used in this Section 1.1, the term "transfer" shall mean any
sale, exchange, execution on a pledge, assignment, gift, sale by legal process
under execution or attachment, or change in ownership, voluntary or involuntary
because of any other act or occurrence, but shall not include (i) transfers by
an Investor to one or more Affiliates (as defined in Rule 144 promulgated under
the Securities Act of 1933, as amended (the "Securities Act")) of such Investor,
(ii) an exchange of securities effected in connection with any merger or
recapitalization of the Company or the sale of substantially all of the
Company's Common Stock, or (iii) a sale of Common Stock in connection with a
Public Offering (as hereinafter defined).
(d) In the case of any transfer under clause (b) or clause (c)(i) of
this Section 1.1, prior to the transfer, the transferee shall execute and
deliver to the Company a valid and binding agreement to the effect the
transferee shall receive and hold such shares subject to the provisions of this
Agreement and there shall be no further transfer of such shares except in
accordance herewith.
1.2 RIGHT OF CO-SALE.
(a) MTI agrees that it will not sell, exchange or transfer more than
25 percent of the Common Stock of the Company that it now or subsequently holds
("MTI Shares") to or with any third person, unless the Investors shall have been
given reasonable opportunity to participate in the proposed sale, exchange or
transfer on the same terms and conditions. In the event MTI receives a good
faith offer to purchase (which offer it wishes to accept) all or a portion of
the MTI Shares (the "Offered MTI Shares"), it shall deliver to the Company and
the Investors a notice stating (i) its bona fide intention to sell, exchange or
transfer the Offered MTI Shares, (ii) the number of such Offered MTI Shares to
be sold, exchanged or transferred; (iii) the terms and conditions of the
proposed sale, exchange or transfer including the purchase price (the "Proposed
MTI Price") and (iv) the name of the proposed transferee. Each Investor shall
have 15 days from the date on which MTI sent its notice of proposed sale,
exchange or transfer in which to elect to participate in the proposed sale,
exchange or transfer under the terms set forth in Section 1.2(b). Any such
election to participate shall be made by giving notice thereof to the Company
and MTI, which notice shall specify the maximum number of Investor Shares that
such Investor wishes to sell, exchange or transfer (which number may be greater
than the number which such Investor is entitled to sell, exchange or transfer
pursuant to this section).
(b) If the Offered MTI Shares constitute 75 percent or more of the
outstanding capital stock of the Company (after giving effect to the deemed
conversion of all outstanding convertible preferred stock), MTI shall use its
best efforts to cause the proposed transferee to accept all Investor Shares
specified in the notices of the Investors pursuant to Section 1.2(a). If either
(i) the Offered MTI Shares constitute less than 75 percent of the outstanding
capital stock of the Company (after giving effect to the deemed conversion of
all outstanding convertible preferred stock), or (ii) the transferee refuses to
acquire all Investor Shares offered by the Investors, then each Investor who has
elected to participate in MTI's proposed transfer (a "Participating Investor")
shall have the right to sell to the proposed transferee only the number of
2
shares of Common Stock that equals the product of (i) the total number of MTI
Shares to be transferred to the proposed transferee (which shall not be more
than the amount specified in MTI's notice) multiplied by (ii) the ratio that
(A) the number of shares of Common Stock then held by such Participating
Investor together with the number of shares of Common Stock issuable upon
conversion of such Participating Investor's Preferred Stock (together, "Common
Stock Equivalents") bears to (B) the number calculated by adding the number of
Common Stock Equivalents held by all Participating Investors to the number of
MTI Shares.
(c) Each Participating Investor shall effect its participation in the
transfer by delivering to MTI for transfer to the proposed transferee one or
more certificates, properly endorsed for transfer, which represent either
(i) the number of shares of Common Stock that the Participating Investor elects
to transfer pursuant to this Section 1.2, or (ii) that number of shares of
Preferred Stock that is then convertible into the number of shares of Common
Stock that the Participating Investor elects to transfer pursuant to this
Section 1.2. The stock certificates that the Participating Investor delivers to
MTI shall be transferred by MTI to the proposed transferee in consummation of
the sale of shares pursuant to the terms and conditions specified in MTI's
notice, and MTI shall remit to each Participating Investor that portion of the
sale proceeds to which such Participating Investor is entitled by reason of its
participation in such sale.
(d) MTI shall not permit a merger, consolidation, share exchange or
similar transaction affecting the Company, unless the rights of Investors under
this Section 1.2 are given effect in such transaction as though it had been
structured as a sale or exchange by MTI of Common Stock of the Company.
(e) In the event MTI should sell any of its shares in contravention
of the co-sale rights of the Investors under this Section 1.2 (a "Prohibited
Transfer"), each Investor, in addition to any other remedies as may be available
to it at law, in equity or hereunder, shall have the put option provided herein,
and MTI shall be bound by the applicable provisions of such option. In the
event of a Prohibited Transfer, each Investor shall have the right to sell to
MTI the number of shares equal to the number of shares such Investor would have
been entitled to transfer to the purchaser had the Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof. Such sale shall
be made on the following terms and conditions: (i) the consideration per share
to be received for the shares to be sold to MTI shall be equal to the
consideration given by the purchaser to MTI in the Prohibited Transfer; (ii)
within sixty (60) days after the later of the dates on which the Investor
received notice of the Prohibited Transfer or otherwise became aware of the
Prohibited Transfer, each Investor shall, if exercising the option created
hereby, deliver to MTI (a) written notice of its election to exercise the put
option specifying the number of shares to be sold and (b) the certificate or
certificates representing the shares to be sold, each such certificate to be
properly endorsed for transfer; and (iii) MTI shall, upon receipt of the items
specified in clause (ii) of this Section 1.2(e), deliver the aggregate
consideration receivable therefor; PROVIDED, subject to Section 2.2(f), that if
the consideration paid by the purchaser to MTI for the Prohibited Transfer was
not cash, Maxwell's obligation to purchase the Investors' shares under this
Section 1.2(e) shall not be effective until the first date on which MTI is
legally and contractually able to transfer the consideration therefor to the
Investors. Notwithstanding the
3
foregoing, any attempt by MTI to sell, transfer or exchange shares in
violation of Section 1.2 shall constitute a violation of this Agreement. In
addition, MTI shall, upon receipt of the items specified in clause (ii) and
notification in reasonable detail of the amount thereof, promptly reimburse
each Investor for any and all reasonable fees and expenses, including
reasonable legal fees and expenses, incurred in connection with the exercise,
or the attempted exercise, of such Investor's rights under this Section
1.2(e).
1.3 RIGHT TO COMPEL SALE.
(a) If MTI proposes to sell or exchange all, but not less than all,
of the MTI Shares to or with any third person (other than an Affiliate of MTI),
then MTI may, at its option, subject to Section 1.3(c), require each Investor to
sell all of the Investor Shares owned by it to such person on the same terms and
conditions upon which MTI is selling the MTI Shares. MTI shall send written
notice of the exercise of its rights pursuant to this Section 1.3(a) to the
Company and the Investors, which notice of transfer shall be delivered at least
30 days prior to such transfer and shall set forth the terms and conditions of
the proposed transfer.
(b) On or prior to the closing date of such transfer, each Investor
shall deliver to MTI for transfer to the proposed transferee certificates
representing the Investor Shares held by such Investor, properly endorsed for
transfer, and with all other documents required to be executed in connection
with such transaction. MTI shall transfer such certificates to the proposed
transferee in consummation of the sale of shares pursuant to the terms and
conditions specified in MTI's notice of exercise, and MTI shall remit to each
Investor that portion of the sale proceeds to which such Investor is entitled.
In the event that a Investor should fail to deliver such certificates to MTI in
the manner set forth above, the Company shall cause the books and records of the
Company to show that such Investor Shares are bound by the provisions of this
Section 1.3 and that such Investor Shares shall be transferred only to the third
party purchaser upon surrender for transfer by the Investor thereof.
(c) In the event an Investor would receive less than the Fair Market
Value (as defined in Section 2.2(e) below) of the Investor Shares pursuant to a
sale or exchange made pursuant to this Section 1.3, MTI shall pay to the
Investor the amount of the difference within ten days after the Fair Market
Value of the Investor Shares (and if applicable, the consideration to be
received in respect thereof) has been determined in accordance with Section
2.2(e) below.
SECTION 2. OPTION TO SELL INVESTOR SHARES TO MTI
2.1 GRANT OF OPTION. MTI grants to each of the Investors the right and
option to sell to MTI (a) all or part of the Investor Shares (the"Option") and
(b) certain other securities contemplated by Section 2.2(f)(B) (the "Special
Option"), all as provided in, and subject to the provisions of, this Section 2.
As used in this Section 2, MTI Common Stock shall mean that class of MTI capital
stock so denominated on the date hereof or such other class of capital stock of
MTI issued in exchange therefore on a pro rata basis to MTI's shareholders which
is listed on a national securities exchange or qualified for quotation on the
NASDAQ National Market.
4
2.2 EXERCISE.
(a) Except as otherwise provided in Section 2.2(f)(A), neither the
Option nor the Special Option may be exercised prior to the third anniversary of
the date hereof. The Option may be exercised twice by each Investor. The
Special Option, if it should arise, may be exercised only once by each Investor
with respect to each occurrence that gives rise to the Investors' right to
exercise the Special Option.
(b) The Option shall terminate upon the earlier to occur of (i) the
consummation of the Company's sale of its Common Stock in a firm commitment
underwritten public offering pursuant to a registration statement filed under
the Securities Act of 1933, as amended, which results in aggregate offering
proceeds paid to the Company of at least $10,000,000 (a "Public Offering"), or
(ii) except as provided in Sections 2.2(f)(A) and 2.2(f)(B), the sixth
anniversary of the date hereof.
(c) In the event an Investor wishes to exercise the Option or the
Special Option, it shall send to MTI and the Company a written notice (the date
of which such notice is sent being referred to as the "Notice Date") specifying
the number of Investor Shares (or Restricted Securities) to be sold, and a place
and date not earlier than sixty days (or such additional time, not to exceed 90
days following the Notice Date, or such other time as may be mutually acceptable
to the parties hereto, as shall be reasonably required to complete the closing
of such sale) following the Notice Date for the closing of such sale (the
"Option Closing Date").
(d) On the Option Closing Date, the Investor shall deliver to MTI
certificates representing the number of Investor Shares (or Restricted
Securities) specified in the notice, and MTI shall deliver to such Investor
either, at MTI's election, (i) cash in the amount of the Fair Market Value
(hereinafter defined) of the Investor Shares (or Restricted Securities)
tendered, or (ii) if, on such date, the MTI Common Stock is traded on a
national securities exchange or the NASD National Stock Market, that number
of authorized, unrestricted, freely tradable shares of MTI Common Stock
calculated by dividing the Fair Market Value of the Investor Shares (or
Restricted Securities) tendered by the average closing quotation, or, in an
interdealer quotation system, the average closing sale price, for the 20
trading days which concludes two trading days before the Notice Date.
(e) "Fair Market Value" shall be (a) determined by the mutual
agreement of the Investors and MTI or (b) calculated by an independent appraiser
from a nationally recognized accounting or investment banking firm chosen by
mutual agreement of the Investors and MTI, which agreement shall not be
unreasonably withheld. If MTI and the Investors are unable to agree upon an
appraiser, then each of them shall name an appraiser meeting the requirements
described in the foregoing sentence, and the two appraisers so named shall
appoint a third appraiser meeting such requirements, which appraiser shall
conduct the appraisal contemplated by this Section 2.2(e). The appraiser will
be instructed to determine the price at which the Company (or Restricted
Securities) would change hands between a willing buyer and a willing seller when
5
neither is under compulsion and both have reasonable knowledge of relevant facts
and shall fully value the Company (or Restricted Securities) without minority,
illiquidity or similar discounts. If Investor Shares are being valued, the Fair
Market Value of the Investor Shares tendered shall equal the product of the
price determined by the appraiser and the quotient of the number of Common Stock
Equivalents represented by the tendered Investor Shares and the total number of
issued and outstanding shares of the Company's Common Stock (after giving effect
to the deemed conversion of all outstanding convertible preferred stock).
(f) In the event that MTI proposes to engage in a transaction to
which (i) Section 1.2 is applicable, or (ii) Section 1.3 is applicable and MTI
has elected to cause the Investors to sell or exchange their Investor Shares
pursuant to Section 1.3, then:
(A) if the consideration that the Investors would receive for
their Investor Shares is other than cash or debt or equity securities, the
Investors shall be entitled (irrespective of the time period specified in
Section 2.2(a)) to exercise the Option as to all Investor Shares as to which
Section 1.2 or 1.3, as the case may be, is applicable; or
(B) if the consideration that the Investors receive in respect
of the sale or exchange of their Investor Shares consists of debt or equity
securities that are not, or do not become, freely transferrable by the Investors
without restrictions arising under federal or state securities laws on or after
the third anniversary of the date hereof ("Restricted Securities"), then the
Investors may exercise the Special Option with respect to such Restricted
Securities on and after the third anniversary of the date hereof. The Special
Option shall be exercisable, beginning on such date, for so long as the transfer
of such Restricted Securities continues to be restricted under federal or state
securities laws.
(g) All parties will bear their own expenses relating to each
exercise of the Option or the Special Option. Any appraiser's fee incurred
under Section 2.2(e) shall be charged one-half to the Investor or Investors and
one-half to MTI.
2.3 FURTHER ASSURANCES. MTI shall take all actions necessary to enable
the Investors to realize the benefits of this Section 2. Without limiting the
foregoing, if MTI dissolves or otherwise ceases to exist prior to the expiration
of the Option or the Special Option in connection with a transaction or series
of transactions in which an Affiliate of MTI becomes a reporting company under
Sections 12, 13 or 15 of the Securities and Exchange Act of 1934, as amended,
MTI shall take all actions necessary to assign its obligations hereunder to such
Affiliate.
SECTION 3. RESTRICTIONS ON PUBLIC SALE BY INVESTORS
Provided that other principal shareholders of the Company do so also, each
Investor agrees that it will enter into a customary "lock-up" agreement under
which it will agree not to effect any public sale or distribution of equity
securities of the Company, including a sale pursuant to Rule 144 under the
Securities Act, during the 14 day period prior to, and during the 180 day period
(or shorter period requested by the managing underwriter) beginning on the
effective date
6
of a registration statement relating to an underwritten public offering of
equity securities of the Company, if requested to do so in writing by the
managing underwriter.
SECTION 4. COVENANTS
4.1 DELIVERY OF ANNUAL AND QUARTERLY FINANCIAL STATEMENTS
The Company shall deliver to each Investor, and the transferees or
assignees of the Investors, the information specified in clauses (a) and (b) of
this Section 4.1; and in addition, provided that the Investors, or transferees
or assignees thereof, hold in the aggregate at least 35,927 shares of Series A
Stock and/or Common Stock (as presently constituted) into which the Series A
Stock has been converted, the information specified in clauses (c) and (d) of
this Section 4.1:
(a) As soon as practicable, but in any event within 90 days after the
end of each fiscal year of the Company, an income statement and statement of
cash flows of the Company for such fiscal year, and a balance sheet of the
Company as of the end of such year, such financial statements to be prepared in
accordance with generally accepted accounting principles and covered by a report
of independent certified public accountants of nationally recognized standing
selected by the Company which report shall be substantially to the effect that
the information contained in such financial statements has been subjected to the
auditing procedures applied in such accountants' audit of the consolidated
financial statements of MTI, and, in the opinion of such accountants, is fairly
stated in all material respects in relation to such consolidated financial
statements taken as a whole; and
(b) as soon as practicable, but in any event, within 45 days after
the end of each fiscal quarter an unaudited income statement, statement of cash
flow and balance sheet for and as of the end of such quarter and for the year to
date, in reasonable detail, together with a certificate of the Company's Chief
Financial Officer to the effect that information contained in such financial
statements has been subjected to the review procedures applied in the review of
the consolidated financial statements of MTI, and, in his opinion, is fairly
stated in all material respects in relation to such consolidated financial
statements taken as a whole;
(c) as soon as practicable, but in any event within 60 days after the
commencement of each fiscal year, a budget approved by the Board of Directors
for such fiscal year; and
(d) such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as each Investor may
from time to time reasonably request.
The information provided pursuant to this Section 4.1 shall be used by the
Investors solely in furtherance of their interests as Investors in the Company
and the Investors shall maintain the confidentiality of all confidential
information of the Company obtained under this Section 4.1 and under Section 4.2
in accordance with, and subject to, Section 8.3 of that certain Stock and
7
Warrant Purchase Agreement dated as of January 28, 1999 by and among the
Company, MTI and the Investors.
4.2 ADDITIONAL INFORMATION AND RIGHTS
The Company will permit each Investor and its representatives to
discuss the Company's affairs, finances and accounts with the Company's officers
and its independent public accountants, at such reasonable times and as often as
such Investor may reasonably request; PROVIDED that the Company shall have the
right in its discretion to refuse to discuss or provide any information that the
Company in its discretion believes constitutes (a) trade secrets, know-how or
other confidential and proprietary technical information or (b) confidential and
proprietary information concerning the Company's commercial relationship with
either of the Investors or any of their affiliates. The provisions of
Sections 4.1 and 4.2 shall not limit any rights which either Investor may have
with respect to the books and records of the Company, or to inspect its
properties or discuss its affairs, finances and accounts under the laws of the
jurisdiction in which it is incorporated.
SECTION 5. LEGENDS
All certificates representing any Investor Shares shall have endorsed
thereon the following legend, in addition to any legends required by applicable
state securities laws or otherwise:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND
TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS OF
A SHAREHOLDER AGREEMENT (WHICH INCLUDES CERTAIN RESTRICTIONS ON
TRANSFERABILITY OF THE SHARES) BETWEEN THE CORPORATION AND THE
INVESTOR, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION."
SECTION 6. TERM
This Agreement shall terminate upon the earlier to occur of (i) a Public
Offering, (ii) the liquidation or dissolution of the Company, or (iii) the
merger or consolidation of the Company into or with another corporation or
business entity after which the stockholders of the Company immediately prior to
such transaction shall own, directly or indirectly, less than 50 percent of the
voting securities of the surviving corporation or business entity or its parent.
SECTION 7. MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
8
7.2 SUCCESSORS. This Agreement is binding upon and shall inure to the
benefit of the successors and permitted assigns of the Company, the Investors
and MTI. Except as otherwise provided herein, neither the Company nor MTI may
assign any of their rights hereunder or delegate any of their duties hereunder
without the prior written consent of the Investors, except for assignment in
connection with the sale of all or substantially all of the assets of MTI in
which the buyer has expressly agreed in writing to assume all of MTI's duties
hereunder.
7.3 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person, by
facsimile with confirmation of receipt, or three days after mailing by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the addresses specified on the signature pages hereof 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 (provided that
notice of any change of address shall be effective only upon receipt thereof).
7.4 AMENDMENTS AND WAIVERS. Any amendment, waiver or modification of this
Agreement may be made only with the written consent of the parties hereto. No
failure by any party to insist upon the strict performance of any provision of
this Agreement, or to exercise any right or remedy consequent upon a breach
thereof, shall constitute a waiver of any such breach or of any subsequent
breach of the same or any other provision. No waiver of any provision of this
Agreement shall be deemed a waiver of any other provision of this Agreement or a
waiver of such provision with respect to any subsequent breach, unless expressly
provided in writing.
7.5 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements with respect to the subject
matter hereof. There are no promises, terms, conditions, obligations,
representations or warranties other than those contained in this Agreement.
This Agreement supersedes all prior communications, representations or
agreements, verbal or written, among the parties relating to the subject matter
hereof.
7.6 SPECIFIC ENFORCEMENT. The parties intend and agree that the
provisions of this Agreement shall be specifically enforceable in any court
having jurisdiction to grant the remedy of specific performance. In any action
brought by any party against another arising out of or in connection with this
Agreement, the prevailing party shall, in addition to other allowable costs, be
entitled to an award of reasonable attorneys' fees.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
9
IN WITNESS WHEREOF, the parties have executed this SHAREHOLDER AGREEMENT as
of the date first above written.
PUREPULSE TECHNOLOGIES, INC.
By: /s/ Gary Davidson
Name: Gary Davidson
Title: Treasurer
Address: 4241 Ponderosa Avenue
San Diego, CA 92123
MAXWELL TECHNOLOGIES, INC.
By: /s/ Gary Davidson
Name: Gary Davidson
Title: CFO
Address: 9275 Sky Park Court
San Diego, CA 92123
SANYO E&E CORPORATION
By: /s/ Shigeru Otsuka
Name: Shigeru Otsuka
Title: President
Address: 2001 Sanyo Avenue
San Diego, CA 92173
THREE OCEANS, INC.
By: /s/ Motoharu Iue
Name: Motoharu Iue
Title: President
Address: 2055 Sanyo Avenue
San Diego, CA 92173
10
SCHEDULE 1
NUMBER OF SHARES OF
NAME SERIES A PREFERRED STOCK
Sanyo E&E Corporation . . . . . . . . . . 71,855
Three Oceans Inc. . . . . . . . . . . . . 71,855
11