**EXHIBIT 10.1**

 

AllstateLife Insurance Company of New York

3075Sanders Road

Northbrook,IL  60062

 

Re:Sale Agreement for those Securities listed on Exhibit “A”

 

**Allstate Life Insurance Company** (“Seller”) by thisSale Agreement hereby agrees to sell, assign, transfer and deliver to **Allstate Life Insurance Company of New York** (“Purchaser”)on July 28**, 2008** (the “Settlement Date”),all of its rights, title and interest in, to and under those certain Securitieslisted on Schedule “A” attached hereto (collectively, the “Securities”)and all claims (including “claims” as defined in the United States BankruptcyCode, as amended (the “Bankruptcy Code”), § 101(5)), suits, causes ofaction, and any other right of Seller, whether known or unknown, against anyobligor or issuer, any guarantor of an issuer’s obligations or any of theiraffiliates, agents, representatives, contractors, advisors, or any other entitythat in any way is based upon, arises out of or is related to any of theforegoing, including, to the extent permitted under applicable law, all claims(including contract claims, tort claims, malpractice claims, and claims underany law governing the purchase and sale of, or indentures for, securities),suits, causes of action, and any other right of Seller against any attorney,accountant, financial advisor, or other entity arising under or in connectionwith the foregoing, in each case, solely to the extent related to theSecurities (collectively, the “Claims”). In this Sale Agreement, an issuer may also be referred to as the “obligor”.

 

1.             In order to inducePurchaser to purchase the Securities, Seller hereby represents and warrants toPurchaser that:

 

(a)           Seller is dulyorganized and validly existing and in good standing under the laws of thejurisdiction of its formation or incorporation and has the corporate or otherpower and authority to enter into and perform its obligations under this SaleAgreement and to sell, assign, transfer and deliver to the Purchaser theSecurities.

 

(b)           This Sale Agreementhas been duly authorized, executed and delivered by, and is a valid and bindingagreement of, Seller, enforceable in accordance with its terms, except as theenforcement thereof may be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws relating to or affecting the rights andremedies of creditors or by general equitable principles.

 

(c)           Seller is the legal,record and beneficial owner of the Securities. Seller has, and will have as of the Settlement Date, good and validtitle to the Securities, free and clear of all liens, claims, securityinterests, defenses, rights of set-off, options or encumbrances of any kind (“Encumbrances”);and, upon delivery of such Securities and payment therefor pursuant hereto,good and valid title to such Securities, free and clear of all Encumbrances,will be transferred to Purchaser.  TheSecurities are not subject to any prior sale, transfer, assignment orparticipation 

 

----

 

bySeller or any agreement by Seller to assign, convey, transfer or participate,in whole or in part.

 

(d)           Seller’s execution,delivery, and performance of this Sale Agreement, the sale and delivery of theSecurities to be sold hereunder, and consummation of the transactionscontemplated hereby will not result in a breach or violation of any provisionof (i) Seller’s organizational documents, (ii) any statute, law,writ, order, rule or regulation of any governmental authority applicableto Seller, (iii) any judgment, injunction, decree or determinationapplicable to Seller or (iv) any contract, indenture, mortgage, loanagreement, note, lease or other instrument by which Seller may be bound or towhich any of the assets of Seller are subject.

 

(e)           Except for thosenecessary approvals already received by Purchaser, no consent, approval,authorization or other order of, or registration or filing with, any court orother governmental or regulatory authority or agency or other third party, isrequired for Seller’s execution, delivery and performance of this SaleAgreement, the sale and delivery of the Securities being sold hereunder, orconsummation of the transactions contemplated hereby.

 

(f)            Seller has receivedno notice and has no actual knowledge that the Securities (i) were notduly authorized, executed, issued and delivered and (ii) do not nowconstitute valid and legally binding obligations of the obligor enforceable inaccordance with their terms (except as limited by bankruptcy, insolvency,reorganization, moratorium or other similar laws relating to or affecting therights and remedies of creditors or by general equitable principles).

 

(g)           At the SettlementDate, appropriate Bond Powers evidencing the transfer to Purchaser of theSecurities will be executed by a person duly authorized to do so, will belawfully delivered, and will be valid, binding and enforceable in accordancewith the Bond Powers’ terms.

 

(h)           To the best ofSeller’s knowledge, there are no conditions or restrictions applicable to theSecurities that would prohibit the assignment thereof to you.  Seller knows of no reason that would preventthe Securities from being registered in your name or the name of your nomineesubject to your providing the Issuer with any documentation required by thetransfer agent with respect to the assignment of the Securities to you.

 

2.             In order to induceSeller to sell the Securities, Purchaser hereby makes the followingrepresentations and warranties:

 

(a)           Purchaser is dulyorganized and validly existing and in good standing under the laws andjurisdiction of its formation or incorporation, and has the corporate or otherpower and authority to purchase and hold the Securities and to enter into andperform its obligations under this Sale Agreement.

 

(b)           This Sale Agreementhas been duly authorized, executed and delivered by, and is a valid and bindingagreement of, Purchaser, enforceable in accordance with its terms, except asthe enforcement thereof may be limited by bankruptcy, insolvency,reorganization, moratorium 

 

2

----

 

orother similar laws relating to or affecting the rights and remedies ofcreditors or by general equitable principals.

 

(c)           Purchaser’sexecution, delivery, and performance of this Sale Agreement, the purchase ofthe Securities to be purchased hereunder, and the consummation of thetransactions contemplated hereby will not result in a breach of any provisionof (i) Purchaser’s organizational documents, (ii) and statute, law,writ, order, rule, or regulation of any governmental authority applicable toPurchaser, (iii) any judgment, injunction, decree or determinationapplicable to Purchaser, or (iv) any contract, indenture, mortgage, loanagreement, note, lease, or other instrument by which Purchaser may be bound orto which any of the assets of Purchaser are subject.

 

(d)           Except for thosenecessary approvals already received, no consent, approval, authorization orother order of, or registration or filing with, any court or other governmentalor regulatory authority or agency or other third party, is required for Purchaser’sexecution, delivery and performance of this Sale Agreement, the purchase of theSecurities being purchased hereunder, or consummation of the transactionscontemplated hereby.

 

(e)           Purchaser (i) isa sophisticated entity that is an accredited investor within the meaning of Rule 501under the Securities Act of 1933 (the “Act”), (ii) is able to bearthe economic risk associated with the purchase of the Securities, (iii) hasreceived such information as it deems necessary and appropriate to make aninformed decision regarding the purchase of the Securities, (iv) has suchknowledge and experience, and has made investment of a similar nature, so as tobe aware of the risks and uncertainties inherent in the purchase of investmentof the type contemplated in this Sale Agreement.

 

(f)            The Securities arebeing acquired for Purchaser’s own account without any view to the “distribution”thereof within the meaning of the Act and Purchaser has no intention ofdistributing or reselling the Securities, or any part thereof, except inaccordance with the Act and the rules and regulations of the Securitiesand Exchange Commission promulgated thereunder.

 

3.             The sale,assignment and transfer of the Securities and the foregoing representations,warranties and agreements of each of Seller and Purchaser shall be deemed madeon and at the date of Seller’s transfer of the Securities to Purchaser or itsnominee.  Purchaser shall have norecourse against Seller, nor shall Seller incur any liability, for anymisstatement (whether material or immaterial) or omission (whether negligent orotherwise) of any issuer or any of the other parties to the Securities (otherthan of Seller to the extent set forth herein).

 

4.             Seller and Purchaser hereby agreethat in consideration of the transfer to Purchaser by Seller of the Securitiespursuant hereto, Purchaser, upon delivery to Purchaser of the Securities,together with duly authorized Bond Powers as appropriate to effect transfer,will pay to Seller by wire transfer of immediately available funds the amountdetermined in accordance with the attached Purchase Price Schedule inaccordance with the payment wiring instructions set forth on the Purchase PriceSchedule (or such other account of Seller as Seller 

 

3

----

 

maydirect).  Settlement will take placepursuant to the following instructions: Seller will cause its clearing bank todeliver the Securities and Bond Powers to the following institution:

 

4

----

 

**ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK**

c/o Citibank, N.A.

333 West 34th Street, 3rd Floor Securities Vault

New York, New York 10001

Attention: Danny Reyes

For Allstate Life Insurance Company of NewYork/Safekeeping Account No. 846784

 

(orsuch other account of Purchaser as Purchaser may direct)

 

5.             From and after the date hereof,each of Purchaser and Seller covenants and agrees to execute and deliver allsuch agreements, instruments and documents and to take all such further actionsas the other party may reasonably request from time to time (at the requestingparty’s expense) to carry out the intent and purposes and to consummate thetransactions contemplated hereby and to fully effect the transfer of theSecurities to Purchaser.

 

6.             If at any time after the closing ofthe transactions contemplated hereby, Seller receives any payment or otherdistributions of cash (including principal, interest, or premium), notes,securities, or other property (including collateral) or proceeds under or inrespect of the Securities (a “Distribution”), Seller shall (i) acceptand hold the Distribution for the account and sole benefit of Purchaser, (ii) haveno equitable or beneficial interest in the Distribution, and (iii) promptlydeliver the Distribution to Purchaser in accordance with the wiringinstructions set forth below (free of any withholding, setoff, recoupment, ordeduction of any kind except as required by law).

 

7.             Both parties shall maintain theconfidentiality of the terms of this transaction unless otherwise required bylaw or regulatory authority (including, without limitation, the NationalAssociation of Insurance Commissioners), except that the parties may disclosethe terms of the transaction to respective attorneys, accountants, and otheradvisors.

 

8.             The respective agreements,representations, warranties and other statements of Seller and Purchaser setforth in or made pursuant to this Sale Agreement will remain in full force andeffect, regardless of any investigation made by or on behalf of Purchaser orSeller or any of their respective partners, officers or directors or anycontrolling person, as the case may be, and will survive delivery of andpayment for the Securities sold hereunder.

 

9.             This Sale Agreement shall begoverned by and construed in accordance with the laws of the State of New Yorkapplicable to agreements made and to be performed entirely within suchstate.  THE PARTIES HEREBY IRREVOCABLYAND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OFACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON ORARISING OUT OF THIS SALE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THISSALE AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

 

5

----

 

10.           This Sale Agreement will inure to thebenefit of and be binding upon the parties hereto, and in each case theirrespective successors, and no other person will have any right or obligationhereunder.

 

11.           The invalidity or unenforceability ofany section, paragraph or provision of this Sale Agreement shall not affect thevalidity or enforceability of any other section, paragraph or provisionhereof.  If any section, paragraph orprovision of this Sale Agreement is for any reason determined to be invalid orunenforceable, there shall be deemed to be made changes (and only such changes)as are necessary to make it valid and enforceable.

 

12.           This Sale Agreement constitutes theentire agreement of the parties to this Sale Agreement and supersedes all priorwritten or oral and all contemporaneous oral agreements, understandings andnegotiations with respect to the subject matter hereof.  This Sale Agreement may be executed in two ormore counterparts, each one of which shall be an original, with the same effectas if the signatures thereto and hereto were upon the same instrument.  This Sale Agreement may not be amended ormodified unless in writing by all of the parties hereto, and no conditionherein (express or implied) may be waived unless waived in writing by eachparty whom the condition is meant to benefit.

 

 
| ** ** | **Allstate  Life Insurance Company** |
|------------|--------------------------------------|
|       |                                 |
|       |                                 |
|       | By:                                  | /s/  David Walsh |
|       | Name:  David Walsh                   |
|       | Title:  Authorized Signatory         |
|       |                                 |
|       | By:                                  | /s/  Judith P. Greffin |
|       | Name:  Judith P. Greffin             |
|       | Title:  Authorized Signatory         |

 

 

Acceptedand Agreed this 28th day of July, 2008.

 

**AllstateLife Insurance Company of New York**

 

 
| By:                          | /s/  David Walsh       |   |
|------------------------------|------------------------|--------|
| Name:  David Walsh           |
| Title:  Authorized Signatory |
|                         |
|                         |
| By:                          | /s/  Breege A. Ferrell |   |
| Name:  Breege A. Ferrell     |
| Title:  Authorized Signatory |

 

6

----

 

**Purchase Price Schedule**

 

**Seller’sWiring Instructions**
| ** ** | **Bank:**          | Citibank                                            |
|------------|--------------------|-----------------------------------------------------|
| ** ** | **ABA#:**          | 021000089                                           |
| ** ** | **Account  Name:** | Allstate  Life Insurance Company Collection Account |
| ** ** | **Account#:**      | 846782                                              |

 

ThePurchase Price for each respective security listed on Schedule “A” shall be the“Evaluated Bid” price at the end of day market close on the day beforeSettlement, as furnished (absent manifest error) to the parties hereto byInteractive Data Pricing and Reference Data, Inc., plus accrued interestto, but not including, the Settlement Date.

 

7

----

** **

**EXHIBIT A**

 
| **CUSIP** | ** ** | **DESCRIPTION**                        | ** ** | **STATUTORY  BOOK VALUE @  7/25/2008  (Purchasing  company)** | ** ** | **MARKET  VALUE @  7/25/08  (Evaluated Bid  price)** | ** ** | **ORIGINAL  BOOK VALUE** | ** ** | **MATURITY DATE** | ** ** | **COUPON  RATE** | ** ** | **NAIC  RATING  @  6/30/08** | ** ** | **ACCRUALS @  7/25/08** | ** ** |
|-----------|------------|----------------------------------------|------------|-------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|-------------------------------|------------|------------------------|------------|------------------|------------|------------------------------|------------|------------------------------|------------|
| 796825AT4 |       | SAN BERNARDINO CNTY CA FING PENSION 95 |       | 6,548,240.00                                                            |       | 6,548,240.00                                                   |       | 6,548,240.00                  |       | 8/1/2012               |       | 0                |       | 1FE                          |       | 0.00                         |       |
| 718846AJ7 |       | PHOENIX AZ CIVIC IMPT RNTL CAR FAC 04  |       | 4,891,450.00                                                            |       | 4,891,450.00                                                   |       | 4,891,450.00                  |       | 7/1/2015               |       | 5.77             |       | 1FE                          |       | 21,637.50                    |       |
| 79771PXS9 |       | SAN FRANCISCO CA REDEV TAX ALLOC 04D   |       | 2,572,706.40                                                            |       | 2,572,706.40                                                   |       | 2,572,706.40                  |       | 8/1/2012               |       | 5.4              |       | 1FE                          |       | 67,171.50                    |       |
| 79771PXT7 |       | SAN FRANCISCO CA REDEV TAX ALLOC 04D   |       | 2,708,013.10                                                            |       | 2,708,013.10                                                   |       | 2,708,013.10                  |       | 8/1/2013               |       | 5.5              |       | 1FE                          |       | 72,066.04                    |       |
| 79771PXU4 |       | SAN FRANCISCO CA REDEV TAX ALLOC 04D   |       | 2,853,649.95                                                            |       | 2,853,649.95                                                   |       | 2,853,649.95                  |       | 8/1/2014               |       | 5.55             |       | 1FE                          |       | 76,814.31                    |       |
| 796825AT4 |       | SAN BERNARDINO CNTY CA FING PENSION 95 |       | 6,761,057.80                                                            |       | 6,761,057.80                                                   |       | 6,761,057.80                  |       | 8/1/2012               |       | 0                |       | 1FE                          |       | 0.00                         |       |
| 846565AC3 |       | SPARKS REGL MED CTR AR MEDCAP V LLC 02 |       | 1,905,780.00                                                            |       | 1,905,780.00                                                   |       | 1,905,780.00                  |       | 6/15/2017              |       | 7.124            |       | 2FE                          |       | 17,020.83                    |       |
| 61746WPL8 |       | MSDWC 2002-TOP7, D                     |       | 1,880,152.40                                                            |       | 1,880,152.40                                                   |       | 1,880,152.40                  |       | 1/15/2039              |       | 6.23             |       | 1FE                          |       | 9,345.00                     |       |
| 07383FQU5 |       | BSCMS 2003-T10, A2                     |       | 7,726,638.44                                                            |       | 7,726,638.44                                                   |       | 7,726,638.44                  |       | 3/13/2040              |       | 4.74             |       | 1FE                          |       | 28,333.35                    |       |
| 52108HMU5 |       | LBUBS 2002-C4, A5                      |       | 6,795,867.40                                                            |       | 6,795,867.40                                                   |       | 6,795,867.40                  |       | 9/15/2031              |       | 4.853            |       | 1FE                          |       | 16,041.86                    |       |
| 46625MWY1 |       | JPMCC 2003-CIB6, B                     |       | 4,892,558.00                                                            |       | 4,892,558.00                                                   |       | 4,892,558.00                  |       | 7/12/2037              |       | 5.356            |       | 1FE                          |       | 20,085.00                    |       |
| 126175AB4 |       | COMM 2003-LB1A, A2                     |       | 6,105,964.80                                                            |       | 6,105,964.80                                                   |       | 6,105,964.80                  |       | 6/10/2038              |       | 4.084            |       | 1FE                          |       | 19,909.50                    |       |
| 59022HFY3 |       | MLMT 2005-MKB2, A4                     |       | 7,144,171.50                                                            |       | 7,144,171.50                                                   |       | 7,144,171.50                  |       | 9/12/2042              |       | 5.204            |       | 1FE                          |       | 29,272.50                    |       |
| 07387BDZ3 |       | BSCMS 2005-PW10 A3                     |       | 6,434,502.75                                                            |       | 6,434,502.75                                                   |       | 6,434,502.75                  |       | 12/11/2040             |       | 5.395            |       | 1FE                          |       | 26,300.63                    |       |
| 60687VAG0 |       | MLCFC 2006-3 AM                        |       | 6,961,960.12                                                            |       | 6,961,960.12                                                   |       | 6,961,960.12                  |       | 7/12/2046              |       | 5.456            |       | 1FE                          |       | 32,122.20                    |       |
| 46628FAM3 |       | JPMCC 2006-LDP7 AM                     |       | 8,731,135.60                                                            |       | 8,731,135.60                                                   |       | 8,731,135.60                  |       | 4/15/2045              |       | 5.87521          |       | 1FE                          |       | 41,807.43                    |       |
| 59023BAH7 |       | MLMT 2006-C1 AJ                        |       | 2,383,364.92                                                            |       | 2,383,364.92                                                   |       | 2,383,364.92                  |       | 5/12/2039              |       | 5.6584           |       | 1FE                          |       | 12,140.25                    |       |
| 17252MAF7 |       | CINTAS CORP NO 2                       |       | 8,235,760.00                                                            |       | 8,235,760.00                                                   |       | 8,235,760.00                  |       | 6/1/2012               |       | 6                |       | 1FE                          |       | 76,000.00                    |       |
| 5526E2AB5 |       | MBNA AMERICA BANK NA                   |       | 5,170,040.00                                                            |       | 5,170,040.00                                                   |       | 5,170,040.00                  |       | 6/15/2012              |       | 6.625            |       | 1FE                          |       | 39,565.97                    |       |
| 89346DAA5 |       | TRANSALTA CORP                         |       | 2,032,278.00                                                            |       | 2,032,278.00                                                   |       | 2,032,278.00                  |       | 7/15/2012              |       | 6.75             |       | 2FE                          |       | 4,875.00                     |       |
| 428236AG8 |       | HEWLETT-PACKARD CO                     |       | 3,183,333.00                                                            |       | 3,183,333.00                                                   |       | 3,183,333.00                  |       | 7/1/2012               |       | 6.5              |       | 1FE                          |       | 14,625.00                    |       |
| 428236AG8 |       | HEWLETT-PACKARD CO                     |       | 7,427,777.00                                                            |       | 7,427,777.00                                                   |       | 7,427,777.00                  |       | 7/1/2012               |       | 6.5              |       | 1FE                          |       | 34,125.00                    |       |
| 144141CS5 |       | CAROLINA POWER & LIGHT        |       | 6,257,790.00                                                            |       | 6,257,790.00                                                   |       | 6,257,790.00                  |       | 7/15/2012              |       | 6.5              |       | 2FE                          |       | 14,083.33                    |       |
| 046265AE4 |       | ASTORIA FINANCIAL CORP                 |       | 4,647,855.00                                                            |       | 4,647,855.00                                                   |       | 4,647,855.00                  |       | 10/15/2012             |       | 5.75             |       | 2FE                          |       | 82,256.94                    |       |
| 00209AAG1 |       | AT&T WIRELESS SVCS INC             |       | 2,183,922.00                                                            |       | 2,183,922.00                                                   |       | 2,183,922.00                  |       | 5/1/2012               |       | 8.125            |       | 1FE                          |       | 39,270.83                    |       |
| 025816AQ2 |       | AMERICAN EXPRESS                       |       | 4,699,255.00                                                            |       | 4,699,255.00                                                   |       | 4,699,255.00                  |       | 7/15/2013              |       | 4.875            |       | 1FE                          |       | 8,802.08                     |       |
| 178566AB1 |       | CITY NATIONAL CORP                     |       | 2,666,819.35                                                            |       | 2,666,819.35                                                   |       | 2,666,819.35                  |       | 2/15/2013              |       | 5.125            |       | 1FE                          |       | 70,774.83                    |       |
| 293791AN9 |       | ENTERPRISE PRODUCTS OPER               |       | 5,815,464.00                                                            |       | 5,815,464.00                                                   |       | 5,815,464.00                  |       | 10/15/2014             |       | 5.6              |       | 2FE                          |       | 96,133.33                    |       |
| 10112RAB0 |       | BOSTON PROPERTIES INC                  |       | 6,459,615.50                                                            |       | 6,459,615.50                                                   |       | 6,459,615.50                  |       | 1/15/2013              |       | 6.25             |       | 2FE                          |       | 14,670.14                    |       |
| 012653AA9 |       | ALBEMARLE CORP                         |       | 4,684,100.00                                                            |       | 4,684,100.00                                                   |       | 4,684,100.00                  |       | 2/1/2015               |       | 5.1              |       | 2FE                          |       | 125,375.00                   |       |
| 828807BP1 |       | SIMON PROPERTY GROUP LP                |       | 4,824,450.00                                                            |       | 4,824,450.00                                                   |       | 4,824,450.00                  |       | 12/1/2015              |       | 5.75             |       | 1FE                          |       | 45,520.83                    |       |
| 91530B202 |       | UNITED OVERSEAS BANK LTD               |       | 4,532,815.00                                                            |       | 4,532,815.00                                                   |       | 4,532,815.00                  |       | 12/29/2049             |       | 5.796            |       | P2U                          |       | 107,065.00                   |       |
| 428236AG8 |       | HEWLETT-PACKARD CO                     |       | 5,305,555.00                                                            |       | 5,305,555.00                                                   |       | 5,305,555.00                  |       | 7/1/2012               |       | 6.5              |       | 1FE                          |       | 24,375.00                    |       |
| 68402LAC8 |       | ORACLE CORP/OZARK HLDG                 |       | 4,906,665.00                                                            |       | 4,906,665.00                                                   |       | 4,906,665.00                  |       | 1/15/2016              |       | 5.25             |       | 1FE                          |       | 9,479.17                     |       |
| 706451BF7 |       | PEMEX PROJ FDG MASTER TR               |       | 7,940,000.00                                                            |       | 7,940,000.00                                                   |       | 7,940,000.00                  |       | 12/15/2015             |       | 5.75             |       | 2FE                          |       | 54,944.44                    |       |
| 064207UV3 |       | BANK OF OKLAHOMA                       |       | 9,489,530.00                                                            |       | 9,489,530.00                                                   |       | 9,489,530.00                  |       | 5/15/2017              |       | 5.75             |       | 2FE                          |       | 116,597.22                   |       |
| 152312AS3 |       | CENTEX CORP                            |       | 4,950,000.00                                                            |       | 4,950,000.00                                                   |       | 4,950,000.00                  |       | 8/15/2012              |       | 5.45             |       | 3FE                          |       | 148,058.33                   |       |
| 41283DAA1 |       | HARLEY-DAVIDSON FUNDING                |       | 4,786,485.00                                                            |       | 4,786,485.00                                                   |       | 4,786,485.00                  |       | 12/15/2012             |       | 5.25             |       | 1FE                          |       | 31,354.17                    |       |
|      |       |                                   |       |                                                                    |       |                                                           |       |                          |       |                   |       |             |       |                         |       |                         |       |
|      |       |                                   |       | 197,496,722.03                                                          |       | 197,496,722.03                                                 |       | 197,496,722.03                |       |                   |       |             |       |                         |       | 1,648,019.51                 |       |

 

----