Exhibit 10.10
STOCK SUBSCRIPTION AGREEMENT
THIS AGREEMENT, made as of the date of acceptance on the signature page
attached hereto, by and between J.L. French Automotive Castings, Inc., a
Delaware corporation (the "Company"), and the undersigned on the signature page
attached hereto (the "Subscriber").
The Subscriber is a management employee of the Company and/or a
subsidiary of the Company. The Company and Subscriber desire to enter into an
agreement pursuant to which Subscriber subscribes for an aggregate ______ shares
of the Company's Class A Common Stock, par value $.01 per share (the "Class A
Common"), and does hereby agree to pay as consideration therefor, at such time
or times as determined by the Company's board of directors (the "Board"), the
amount of $______. All of such shares of Class A Common and all shares of Class
A hereafter acquired by Subscriber are referred to herein as "Subscriber Stock."
The term "affiliates" as used herein with respect to any person or entity shall
include any person or entity directly or indirectly controlling, controlled by
or under common control with such person or entity.
The Company, the Subscriber and other stockholders are parties to a
Management Stockholders Agreement of even date herewith (the "Stockholders
Agreement").
The Company desires to sell, and the Subscriber desires to purchase,
certain shares of the Class A Common.
The Parties hereby agree as follows:
1. PURCHASE AND SALE OF CLASS A COMMON. Upon execution of this
Agreement, Subscriber shall purchase, and the Company shall sell, ______ shares
of Class A Common at a price of $4,212.00 per share. The Company shall deliver
to Subscriber such shares of Class A Common, and Subscriber shall deliver to the
Company a check or wire transfer of funds in the aggregate amount of $______ and
a promissory note in the form of Annex B attached hereto in an aggregate
principal amount of $______ (the "Subscriber Note"). Subscriber's obligations
under the Subscriber Note shall be secured by a pledge of all of the shares of
Subscriber Stock to the Company, and in connection therewith, Subscriber shall
enter into a pledge agreement in the form of Annex C attached hereto.
2. CLOSING. The closing (the "Closing") of the purchase and sale will
take place at such place and time as reasonably determined by the Company and
shall consummate the purchase and sale of the Class A Common as contemplated in
this Agreement.
3. RESTRICTIONS ON TRANSFERS.
(a) RESTRICTIONS. Restricted Securities are transferable pursuant to
(i) public offerings registered under the Securities Act, (ii) Rule 144 of the
Securities and Exchange Commission (or any
similar rule then in force) if such rule is available, and (iii) subject to the
conditions specified in paragraph 3(b), any other legally available means of
transfer.
(b) PROCEDURE FOR TRANSFER. In connection with the transfer of any
Restricted Securities (other than a transfer referred to in clauses (i) or (ii)
of paragraph 3(a) above), the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer
together with an opinion of counsel (reasonably satisfactory to the Company)
which (to the Company's reasonable satisfaction) is knowledgeable in securities
law matters to the effect that such transfer of Restricted Securities may be
effected without registration of such Restricted Securities under the Securities
Act. In addition, if the holder of such Restricted Securities delivers to the
Company an opinion of such counsel to the effect that no subsequent transfer of
such Restricted Securities will require registration under the Securities Act,
the Company will promptly upon such contemplated transfer deliver new
certificates for such Restricted Securities which do not bear the Securities Act
Legend set forth in paragraph 4(a) below. If the Company is not required to
deliver new certificates for such Restricted Securities not bearing such legend,
the holder thereof will not transfer the same until the prospective transferee
has confirmed to the Company in writing its agreement to be bound by the
conditions contained in this paragraph and paragraph 4(a).
4. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES.
(a) SUBSCRIBER'S INVESTMENT REPRESENTATIONS. The Subscriber hereby
represents that he or she is acquiring the Restricted Securities purchased
hereunder for his or her own account with the present intention of holding such
securities for investment purposes and that he or she has no intention of
selling such securities in a public distribution in violation of federal or
state securities laws; provided that nothing contained herein will prevent the
Subscriber and the subsequent holders of such securities from transferring such
securities in compliance with the provisions of paragraph 3 hereof. Each
certificate for Restricted Securities will be conspicuously imprinted with a
legend substantially in the following form (the "Securities Act Legend"):
"The securities represented by this certificate were originally issued
on July 16,1999 and have not been registered under the Securities Act
of 1933, as amended (the "Act"). The transfer of such securities is
subject to the conditions specified in the Stock Subscription Agreement
dated as of July 16, 1999, between the issuer (the "Company") and the
original purchaser hereof, and the Company reserves the right to refuse
to transfer such securities until such conditions have been fulfilled
with respect to such transfer. Upon written request, a copy of such
conditions will be furnished by the Company to the holder hereof
without charge."
Whenever any shares of Class A Common cease to be Restricted Securities and are
not otherwise restricted securities, the holder thereof will be entitled to
receive from the Company, without expense, upon surrender to the Company of the
certificate representing such shares of Class A Common, a new certificate
representing such shares of Class A Common of like tenor but not bearing a
legend of the character set forth above.
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(b) OTHER REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The
Subscriber hereby warrants to and covenants and agrees with the Company that:
(i) the Subscriber has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Class A Common and has had full access to such other information
concerning the Company and its subsidiaries and operations as the
Subscriber may have requested;
(ii) the Subscriber has such knowledge and experience in
business and financial matters that the Subscriber is capable of
evaluating the merits and risks of the investment to be made pursuant
to this Agreement;
(iii) the Subscriber is able to bear the economic risk of its
investment in the Class A Common purchased hereunder for an indefinite
period of time, including the risk of a complete loss of the
Subscriber's investment in such securities, because the Class A Common
has not been registered under the Securities Act and, therefore, cannot
be sold unless subsequently registered under the Securities Act and
qualified or registered under state securities laws or an exemption
from such registrations and qualifications is available; and
(iv) the Subscriber has duly executed and delivered this
Agreement, and this Agreement constitutes a valid and binding
obligation of the Subscriber, enforceable in accordance with its terms.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Subscriber that the Company has duly executed and
delivered this Agreement, and this Agreement constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms, subject to
the availability of equitable remedies and to the laws of bankruptcy and other
similar laws affecting creditors' rights generally.
6. SECTION 83(b) ELECTION. The Subscriber agrees that within 30 days
after he or she purchases Class A Common from the Company, the Subscriber will
make an effective election with the Internal Revenue Service under Section 83(b)
of the Internal Revenue Code and the regulations promulgated thereunder in the
form of Annex C attached hereto.
7. UNDERSTANDING AMONG THE PARTIES. The determination of the
Subscriber to purchase the Class A Common pursuant to this Agreement has been
made by the Subscriber independent of the Company and independent of any
statements or opinion as to the advisability of such purchase or as to the
properties, business, prospects or conditions (financial or otherwise) of the
Company which may have been made or given by the Company, or by any agent or
employee of the Company. In addition, it is acknowledged by the Subscriber that
the Company has not acted as an agent of the Subscriber in connection with
making its investment hereunder and that the Company will not be acting as an
agent of the Subscriber in connection with monitoring the Subscriber's
investment hereunder.
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8. TRANSFERS AND REPURCHASE. The Subscriber acknowledges that the
Class A Common purchased hereunder is subject to repurchase and restrictions on
transfer contained in the Stockholders Agreement. Sales or other transfers of
Class A Common shall be permitted only to the extent allowed pursuant to the
terms of the Stockholders Agreement and this Agreement.
9. DEFINITIONS.
"RESTRICTED SECURITIES" means the Class A Common issued hereunder and
any securities issued with respect to such Class A Common by way of any stock
dividend or stock split, or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Restricted Securities, such securities will cease to be Restricted
Securities when they have (a) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become eligible for sale pursuant to Rule 144 (excluding Rule 144 (k)) of
the Securities and Exchange Commission (or any similar rule then in force) or
(c) been otherwise transferred and new securities for them not bearing the
Securities Act Legend set forth in paragraph 4(a) have been delivered by the
Company in accordance with paragraph 3(b). Whenever any particular securities
cease to be Restricted Securities, the holder thereof will be entitled to
receive from the Company, without expense, new securities of like tenor not
bearing a Securities Act Legend of the character set forth in paragraph 4(a).
"RULE 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or
agency succeeding to the functions thereof.
10. MISCELLANEOUS.
(a) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signature of more than one
party, but all of which taken together will constitute one and the same original
agreement.
(b) ENTIRE AGREEMENT. This document and the documents referred to
herein contain the complete agreement between the parties and supersede any
prior understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any way.
(c) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware. In
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furtherance of the foregoing, the internal law of the State of Delaware shall
control the interpretation and construction of this Agreement, even though under
that jurisdiction's choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply.
(d) SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(e) SUCCESSORS AND ASSIGNS. This Agreement and all of the provisions
hereof will be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(f) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are for convenience or reference only and are not a part of this Agreement.
(g) REMEDIES. Each of the parties to this Agreement will be entitled
to enforce its rights under this Agreement specifically, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply
to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
(h) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended, modified or waived only upon the
prior written consent of the Company and the Subscriber.
(i) NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service. Notices, demands and communications will be sent to
the Subscriber at the address indicated on the signature page and to the Company
at the address indicated below:
NOTICES TO THE COMPANY:
J.L. French Automotive Castings, Inc.
1301 South Taylor Drive
Sheboygan, WI 53802
Attention: President
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WITH A COPY TO:
Kirkland & Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
Attention: John A. Schoenfeld
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
11. BINDING AGREEMENT. This subscription is not binding unless
accepted in writing in its sole discretion by the Company, within 45 business
days after the Company's receipt of this Subscription Agreement and the
Stockholders Agreement, properly executed. Written notice of such written
acceptance will be given to the Subscriber by delivery of this Agreement signed
by the Company. For purposes of this paragraph 11, "delivery" means (i)
presented to the Subscriber in person, or (ii) deposited with Federal Express or
other overnight carrier.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement on July
16,1999.
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Signature
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(Name - please print)
Number of subscribed
shares of Class A Common:
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Mailing address:
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J.L. French Automotive Castings, Inc. hereby accepts the foregoing
subscription.
Dated: July 16, 1999 J.L. FRENCH AUTOMOTIVE CASTINGS,
INC.
By:
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Its:
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ANNEX A
July 16, 1999
ELECTION TO INCLUDE STOCK IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE
The undersigned purchased shares of Class A Common Stock, par value
$.01 per share (the "Shares"), of J.L. French Automotive Castings, Inc., a
Delaware corporation (the "Company") on July 16, 1999. Under certain
circumstances, the Company has the right to repurchase the Shares at book value
from the undersigned (or from the holder of the Shares, if different from the
undersigned) should the undersigned cease to be employed by the Company and its
subsidiaries. Hence, the Shares are subject to a substantial risk of forfeiture
and are non transferable. The undersigned desires to make an election to have
the Shares taxed under the provision of Code Section 83(b) at the time he
purchased the Shares.
Therefore, pursuant to Code Section 83(b) and Treasury Regulation
Section 1.83-2 promulgated thereunder, the undersigned hereby makes an election,
with respect to the Shares (described below), to report as taxable income for
calendar year 1999 the excess (if any) of the Shares' fair market value on July
16, 1999 over purchase price thereof.
The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):
1. The name, address and social security number of the undersigned:
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S.S. No.:
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2. A description of the property with respect to which the election
is being made: ________ shares of J.L. French Automotive Castings, Inc. Class A
Common Stock, par value $.01 per share.
3. The date on which the property was transferred: July 16, 1999. The
taxable year for which such election is made: calendar 1999.
4. The restrictions to which the property is subject: Under certain
specified circumstances, the Company may elect to repurchase all or a portion of
the Shares at the book value of such Shares.
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5. The fair market value on the date set forth below of the property
with respect to which the election is being made, determined without regard to
any lapse restrictions: $4,212.00 per share of Class A Common Stock.
6. The amount paid for such property: $4,212.00 per share of Class A
Common Stock.
A copy of this election has been furnished to the Secretary of the
Company pursuant to Treasury Regulations Section 1.83-2(e)(7).
Dated: July 16, 1999
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SUBSCRIBER
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ANNEX B
PROMISSORY NOTE
$_______ July 16, 1999
For value received, ___________ ("Subscriber") promises to pay on the
fifth anniversary hereof to J.L. French Automotive Castings, Inc., a Delaware
corporation (the "Company"), at its offices in Sheboygan, Wisconsin, or such
other place as designated in writing by the holder hereof, the aggregate
principal sum of $_______. This Note was issued pursuant to and is subject to
the terms of the Stock Subscription Agreement, dated as of July 16, 1999,
between the Company and Subscriber.
Interest shall accrue on the outstanding principal amount of this Note
at a rate equal to the lesser of (i) 9% per annum or (ii) the highest rate
permitted by applicable law, and shall be payable quarterly, on the first day of
each January, April, July and October, commencing October, 1999.
The amounts due under this Note are secured by a pledge of _______
shares of the Company's Class A Common Stock, and the payment of the principal
amount and accrued interest under this Note is subject to certain offset rights
under the Stock Subscription Agreement.
In the event Subscriber fails to pay any amounts due hereunder when
due, Subscriber shall pay to the holder hereof, in addition to such amounts due,
all costs of collection, including reasonable attorneys fees.
Subscriber, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Subscriber hereunder.
This Note shall be governed by the internal laws, not the laws of
conflicts, of the State of Delaware.
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Subscriber
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ANNEX C
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
STOCK PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made as of July 16, 1999, between ________
("Pledgor"), and J.L. French Automotive Castings, Inc., a Delaware corporation
(the "Company").
The Company and Pledgor are parties to a Stock Subscription Agreement,
dated July 16, 1999, pursuant to which Pledgor purchased _______ shares of the
Company's Class A Common Stock, $.01 par value (the "Pledged Shares"), for an
aggregate purchase price of $________. The Company has allowed Pledgor to
purchase a portion of the Pledged Shares by delivery to the Company of a
promissory note (the "Note") in the aggregate principal amount of $________.
This Pledge Agreement provides the terms and conditions upon which the Note is
secured by a pledge to the Company of the Pledged Shares.
NOW, THEREFORE, in consideration of the promises contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Company to accept the Note as
partial payment for the Pledged Shares, Pledgor and the Company hereby agree as
follows:
1. PLEDGE. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Shares as security for the prompt
and complete payment when due of the unpaid principal of and interest on the
Note and full payment and performance of the obligations and liabilities of
Pledgor hereunder.
2. DELIVERY OF PLEDGED SHARES. Upon the execution of this Pledge
Agreement, Pledgor shall deliver to the Company the certificate(s) representing
the Pledged Shares, together with duly executed forms of assignment sufficient
to transfer title thereto to the Company.
3. VOTING RIGHTS; CASH DIVIDENDS. Notwithstanding anything to the
contrary contained herein, during the term of this Pledge Agreement until such
time as there exists a default in the payment of principal or interest on the
Note or any other default under the Note or hereunder, Pledgor shall be entitled
to all voting rights with respect to the Pledged Shares and shall be entitled to
receive all cash dividends paid in respect of the Pledged Shares. Upon the
occurrence of and during the continuance of any such default, Pledgor shall no
longer be able to vote the Pledged Shares and the Company shall retain all such
cash dividends payable on the Pledged Shares as additional security hereunder.
4. STOCK DIVIDENDS; DISTRIBUTIONS, ETC. If, while this Pledge Agreement
is in effect, Pledgor becomes entitled to receive or receives any securities or
other property in addition
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to, in substitution of, or in exchange for any of the Pledged Shares (whether as
a distribution in connection with any recapitalization, reorganization or
reclassification, a stock dividend or otherwise), Pledgor shall accept such
securities or other property on behalf of and for the benefit of the Company as
additional security for Pledgor's obligations under the Note and shall promptly
deliver such additional security to the Company together with duly executed
forms of assignment, and such additional security shall be deemed to be part of
the Pledged Shares hereunder.
5. DEFAULT. If Pledgor defaults in the payment of the principal or
interest under the Note when it becomes due (whether upon demand, acceleration
or otherwise) or any other event of default under the Note or this Pledge
Agreement occurs (including the bankruptcy or insolvency of Pledgor), the
Company may exercise any and all the rights, powers and remedies of any owner of
the Pledged Shares (including the right to vote the shares and receive dividends
and distributions with respect to such shares) and shall have and may exercise
without demand any and all the rights and remedies granted to a secured party
upon default under the Uniform Commercial Code of Wisconsin or otherwise
available to the Company under applicable law. Without limiting the foregoing,
the Company is authorized to sell, assign and deliver at its discretion, from
time to time, all or any part of the Pledged Shares at any private sale or
public auction, on not less than ten days written notice to Pledgor, at such
price or prices and upon such terms as the Company may deem advisable. Pledgor
shall have no right to redeem the Pledged Shares after any such sale or
assignment. At any such sale or auction, the Company may bid for, and become the
purchaser of, the whole or any part of the Pledged Shares offered for sale. In
case of any such sale, after deducting the costs, attorneys' fees and other
expenses of sale and delivery, the remaining proceeds of such sale shall be
applied to the principal of and accrued interest on the Note; provided that
after payment in full of the indebtedness evidenced by the Note, the balance of
the proceeds of sale then remaining shall be paid to Pledgor and Pledgor shall
be entitled to the return of any of the Pledged Shares remaining in the hands of
the Company. Pledgor shall be liable for any deficiency if the remaining
proceeds are insufficient to pay the indebtedness under the Note in full,
including the fees of any attorneys employed by the Company to collect such
deficiency.
6. COSTS AND ATTORNEYS' FEES. All costs and expenses (including
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Pledge Agreement or in the enforcement thereof, shall become
part of the indebtedness secured hereunder and shall be paid by Pledgor or
repaid from the proceeds of the sale of the Pledged Shares hereunder.
7. PAYMENT OF INDEBTEDNESS AND RELEASE OF PLEDGED SHARES. Upon payment
in full of the indebtedness evidenced by the Note, the Company shall surrender
the Pledged Shares to Pledgor together with all forms of assignment.
8. NO OTHER LIENS; NO SALES OR TRANSFERS. Pledgor hereby represents and
warrants that he has good and valid title to all of the Pledge Shares, free and
clear of all liens, security interests and other encumbrances, and Pledgor
hereby covenants that, until such time as all of the outstanding principal of
and interest on the Note has been repaid, Pledgor shall not (i) create, incur,
assume or suffer to exist any pledge, security interest, encumbrance, lien or
charge of any kind
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against the Pledged Shares or Pledgor's rights or a holder thereof, other than
pursuant to this Agreement, or (ii) sell or otherwise transfer any Pledged
Shares or any interest therein.
9. FURTHER ASSURANCES. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request in order to effect the
purposes of this Pledge Agreement.
10. SEVERABILITY. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
11. NO WAIVER; CUMULATIVE REMEDIES. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Company would otherwise have
on any future occasion. No failure to exercise nor any delay in exercising on
the part of the Company, any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights or
remedies provided by law.
12. WAIVERS, AMENDMENTS; APPLICABLE LAW. None of the terms or
provisions of this Pledge Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by the parties hereto. This
Agreement and all obligations of the Pledgor hereunder shall together with the
rights and remedies of the Company hereunder, inure to the benefit of the
Company and its successors and assigns. This Pledge Agreement shall be governed
by, and be construed and interpreted in accordance with, the laws of the State
of Delaware.
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IN WITNESS WHEREOF, this Pledge Agreement has been executed as of the
date first above written.
J.L. FRENCH AUTOMOTIVE CASTINGS,
INC.
By:
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Its:
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Pledgor
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J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
MANAGEMENT OFFERING
JULY 16, 1999
NAME CLASS A SHARES CASH NOTE
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Paul Anthony Buckley 200 842,400.00
Thomas C. Dinolfo 142.4501 600,000.00
Juan Manuel Orbea 60 160,600.00 92,120.00
Donald W. Porritt 17.8063 50,000.00 25,000.00
Lowell E. Shoaf 151.7094 575,500.00 63,500.00
Stephen E. Southern 94.9668 400,000.00
Charlie Waldon 118.7085 500,000.00