EXHIBIT 7
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH
ACT UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT OR UNLESS SUCH SALE, PLEDGE,
HYPOTHECATION, OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION. THE COMPANY
MAY REQUEST A WRITTEN OPINION OF COUNSEL (FROM COUNSEL ACCEPTABLE TO THE
COMPANY) SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED IN CONNECTION WITH SUCH SALE, PLEDGE OR HYPOTHECATION, OR OTHER
TRANSFER. THIS NOTE MUST BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT
AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION, OR ANY OTHER
TRANSFER OF ANY INTEREST IN THIS NOTE.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO
RESTRICTIONS ON TRANSFER CONTAINED IN A NOTE AND WARRANT PURCHASE AGREEMENT AND
A STOCKHOLDER'S RIGHTS AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.
XXXXXXX.XXX, INC.
COMMON STOCK WARRANT
Warrant No. WCS-# Number of Shares: _______________
Date of Issuance: July 10, 2001 (subject to adjustment)
XXXXXXX.XXX, INC. (the "COMPANY"), for valid consideration received,
hereby certifies that ____________, or its registered assigns (in each case the
"HOLDER"), is entitled, subject to the terms set forth below, to purchase from
the Company, prior to termination as provided in Section 5 hereof, up to
__________ shares of Common Stock of the Company with $.001 par value ("COMMON
STOCK"), at a purchase price of $1.00 per share. The shares purchasable upon
exercise of this Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the terms of this Warrant, are hereinafter
referred to as the "WARRANT STOCK" and the "PURCHASE PRICE," respectively. This
Warrant is issued pursuant to the terms of that certain Note and Warrant
Purchase Agreement dated as of the date hereof (the "PURCHASE AGREEMENT") in
connection with the Company's issuance to the Holder of a Subordinated
Promissory Note dated as of the date hereof.
1. EXERCISE.
(a) This Warrant may be exercised by the Holder, in whole or in
part, on or after the date hereof by surrendering this Warrant, with the
purchase form appended hereto as Exhibit A duly executed by such Holder or by
such Holder's duly authorized attorney, at the principal office of the Company,
or at such other office or agency as the Company may designate, accompanied by
payment in full by cash, check or wire transfer of the Purchase Price payable in
respect of the number of shares of Warrant Stock purchased upon such exercise,
or as provided in Section 1(c) below.
(b) The exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in Section 1(a)
above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise shall be
deemed to have become the holder or holders of record of the Warrant Stock
represented by such certificates.
(c) Net Issue Exercise.
(i) In lieu of exercising this Warrant in the manner
provided above in Section 1(a), the Holder may elect to receive shares equal to
the value of this Warrant (or the portion thereof being canceled) by surrender
of this Warrant at the principal office of the Company together with notice of
such election in which event the Company shall issue to Holder a number of
shares of Warrant Stock computed using the following formula:
X = Y (A - B)
---------
A
Where X = The number of shares of Warrant Stock to be issued to the
Holder pursuant to this net exercise.
Y = The number of shares of Warrant Stock in respect of which the
net issue election is made (at the date of such calculation).
A = The fair market value of one share of Common Stock (at the
date of such calculation).
B = The Purchase Price (as adjusted to the date of such
calculation).
(ii) For purposes of this Section 1(c) and Section 12,
"FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the
"DETERMINATION DATE") shall mean (A) if shares of Common Stock are traded on a
national securities exchange (an "EXCHANGE"), the average of the closing price
of a share of the Common Stock of the Company on the last twenty (20) trading
days prior to the Determination Date reported on such Exchange as reported in
The Wall Street Journal, or (B) if shares of Common Stock are not traded on an
Exchange but trade in the over-the-counter market and such shares are quoted on
the National Association of Securities Dealers Automated Quotations System
("NASDAQ"), (I) the average of the last sales prices reported on NASDAQ or (II)
if such shares are an issue for which last sale prices are not reported on
NASDAQ, the average of the closing bid and ask prices, in each case on the last
twenty (20) trading days (or if the relevant price or quotation did not exist on
any of such days, the relevant price or quotation on the next preceding business
day on which there was such a price or quotation) prior to the Determination
Date as reported in The Wall Street Journal; or (C) if the shares of Common
Stock are neither traded on an Exchange or in the over-the-counter market, then
as determined in good faith by the Board of Directors of the Company; provided,
that, if the Warrant is being exercised
upon the closing of the issuance and sale of shares of Common Stock of the
Company in the Company's first underwritten public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), the value will be the initial "Price to Public" of one
share of Common Stock specified in the final prospectus with respect to such
offering.
(d) As soon as practicable after the exercise of this Warrant, and
in any event within 15 days thereafter, the Company at Holder's expense will
cause to be issued in the name of, and delivered to, the Holder, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
direct, a certificate or certificates for the number of shares of Warrant Stock
to which such Holder shall be entitled.
2. ADJUSTMENTS.
(a) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a stock dividend shall be paid in
respect of Common Stock, the Purchase Price in effect immediately prior to such
subdivision or at the record date of such dividend, as the case may be, shall
simultaneously with the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares of Warrant Stock issuable upon the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment. Any adjustment under this Section 2(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.
(b) In case of any reclassification, change or conversion of
securities of the Company of the class issuable upon the exercise of this
Warrant or in case of any reorganization of the Company on or after the date
hereof, other than upon a Change of Control Transaction (as defined in Section
5(a) below) and other than as a result of a subdivision, combination or stock
dividend provided for in Section 2(a) above, then and in each such case the
Holder of this Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change, conversion or reorganization
shall be entitled to receive (and upon written request, the Company shall
provide the Holder duly executed documents evidencing the same), in lieu of the
stock or other securities and property receivable upon the exercise hereof prior
to such consummation, the stock or other securities or property to which such
Holder would have been entitled upon such consummation if such Holder had
exercised this Warrant immediately prior thereto, at an aggregate exercise price
not more than that payable upon the exercise if this Warrant prior to such
consummation, all subject to further adjustment as provided in paragraph (a);
and in each such case, the terms of this Section 2 shall be applicable to the
shares of stock or other securities properly receivable upon the exercise of
this Warrant after such consummation.
(c) Whenever the Purchase Price or the number of shares of Warrant
Stock purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the
Company shall make a certificate signed by its chief financial officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Purchase Price and the number of shares of Warrant Stock purchasable hereunder
after giving effect to such adjustment.
3. TRANSFERS.
(a) Each Holder of this Warrant acknowledges that this Warrant and
the Warrant Stock have not been registered under the Securities Act, and agrees
not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose
of this Warrant or any Warrant Stock issued upon its exercise except in
compliance with the terms of the Purchase Agreement with respect to the Warrant
and in compliance with the terms of that certain Amended and Restated
Stockholders' Rights Agreement dated as of July____, 2001, as such may be
amended or restated from time to time (the "STOCKHOLDERS' RIGHTS AGREEMENT").
(b) Subject to the provisions of Section 3(a) hereof, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender
of the Warrant with a properly executed assignment (in the form of Exhibit B
hereto) at the principal office of the Company, and the transferee shall be
deemed to be a "HOLDER" hereunder, provided, however, that this Warrant may not
be transferred in whole or in part to any person or entity that the Board of
Directors determines in good faith directly or indirectly competes with the
Company. Any transferee shall execute appropriate documentation to become a
party to, have the benefits of and be bound by the terms of the Purchase
Agreement and the Stockholders' Rights Agreement.
(c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Holder of this Warrant as the absolute owner
hereof for all purposes; provided, however, that if and when this Warrant is
properly assigned in blank, the Company may (but shall not be required to) treat
the bearer hereof as the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary and such transferee may be deemed by the Company to
be the "HOLDER."
(d) The Company will maintain a register containing the name and
address of the Holder of this Warrant. The Holder may change such Holder's
address as shown on the warrant register by written notice to the Company
requesting such change.
4. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through reorganization, consolidation, merger, dissolution,
sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will (subject
to Section 13 below) at all times in good faith assist in the carrying out of
all such terms and in the taking of all such action as may be reasonably
necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment.
5. TERMINATION.
(a) This Warrant (and the right to purchase securities upon
exercise hereof) shall terminate upon the earliest of: (i) July __, 2006, or
(ii) the closing of the Company's sale of all or substantially all of its assets
or the acquisition of the Company by another person or entity by means of merger
or other transaction or series of related transactions as a result of which the
shareholders of the Company immediately prior to such transaction or series of
related transactions possess a minority of the voting power of the surviving or
acquiring entity immediately thereafter (a "CHANGE OF CONTROL TRANSACTION"). The
foregoing notwithstanding, a transaction shall not constitute a Change of
Control Transaction if (A) its sole purpose is to change the state of the
Company's incorporation or create a holding company that will be owned in
substantially the same proportions by the persons who held the Company's equity
securities immediately before such transaction; (B) it is the initial public
offering of the Company's equity securities or a bona fide private equity
financing of the Company, or (C) the consideration received by the stockholders
of the Company in such transaction is other than cash and/or securities of an
entity whose securities of the same type are traded on a national securities
exchange or the Nasdaq National Market.
(b) This Warrant shall be deemed to be exercised automatically in
full pursuant to the provisions of Section 1(c) hereof, without any further
action on behalf of the Holder, immediately prior to the time this Warrant would
otherwise terminate pursuant to subsection (a) above.
6. NOTICES OF CERTAIN TRANSACTIONS. In case:
(a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of stock of any class or any other securities, or to receive
any other right to subscribe for or purchase any shares of stock of any class or
any other securities, or to receive any other right, or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any Change of Control
Transaction, any other consolidation or merger of the Company with or into
another corporation, or any other transaction or series of related transactions
pursuant to which the Company's stockholders immediately prior thereto will
possess a minority of the voting power of the surviving or acquiring entity
immediately thereafter, or any transfer of all or substantially all of the
assets of the Company, or
(c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, Change of Control
Transaction, dissolution, liquidation, winding-up or redemption is to take
place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation, winding-up or redemption) shall be
determined. Such notice shall be mailed at least fifteen (15) days prior to the
record date or effective date for the event specified in such notice.
7. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for the issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock, securities and property,
as from time to time shall be issuable upon the exercise of this Warrant. The
Company covenants and agrees that all shares of Warrant Stock which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be duly authorized, validly issued, fully paid (assuming payment of
the exercise price by Holder) and nonassessable and free from all preemptive
rights of any shareholder and free of all taxes, liens and charges with respect
to the issue thereof. The Company will take all such action as may be reasonably
necessary to assure that such shares of Warrant Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Preferred Stock
may be listed; provided, however, that the Company shall not be required to
effect a registration under Federal or state securities laws with respect to
such exercise.
8. EXCHANGE OF WARRANTS. Upon the surrender by the Holder of any
Warrant, properly endorsed, to the Company at the principal office of the
Company, the Company will, subject to the provisions of Section 3 hereof, issue
and deliver to or upon the order of such Holder, at the Holder's expense, a new
Warrant of like tenor, in the name of such Holder or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Warrant
Stock called for on the face or faces of the Warrant so surrendered.
9. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor at the Holder's expense.
10. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and delivered, mailed or transmitted by any
standard form of telecommunication. Notices and other communications to the
Holder shall be directed to it at its address noted in the Company's records;
and notices and other communications to the Company shall be directed to it at
its address at XxxXxxx.xxx, Inc., 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx
00000, attention: Chief Financial Officer, with a copy to XxxXxxx.xxx, Inc., 000
Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, attention: General Counsel; or
as to each party, at such other address as shall be designated by such party in
a written notice to the other party pursuant hereto. Any such notice or other
communication shall be deemed to have been duly given (a) when sent by Federal
Express or other overnight delivery service of recognized standing, on the
business day following deposit with such service; (b) when mailed by registered
or certified mail, first class postage prepaid and addressed as aforesaid
through the United States Postal Service, upon receipt; (c) when delivered by
hand, upon delivery;
and (d) when telecopied, upon confirmation of receipt. Any party hereto
may by notice so given change its address for future notice hereunder.
11. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company. Without limiting the generality of the foregoing,
and except as otherwise provided in Section 2 hereof, no dividends shall accrue
to the shares of Warrant Stock underlying this Warrant until the exercise hereof
and the purchase of the underlying shares of Warrant Stock, at which point
dividends shall begin to accrue with respect to such purchased shares of Warrant
Stock from and after the date such shares of Warrant Stock are so purchased.
Nothing in this Section 12 shall limit the right of the Holder to be provided
the notices required to be provided pursuant to the terms of this Warrant or the
Purchase Agreement.
12. NO FRACTIONAL SHARES. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Warrant Stock on the date of exercise, as determined in accordance with Section
1(c)(ii) hereof.
13. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or
waived only by an instrument in writing signed by the Company and the holders of
at least a majority of the outstanding principal amount of the subordinated
promissory notes issued pursuant to the Purchase Agreement. Any waiver or
amendment effected in accordance with this Section 14 shall be binding upon each
holder of any Warrants issued pursuant to the Purchase Agreement, any shares of
Warrant Stock then outstanding, each future holder of the Warrant and all such
shares, and the Company. The Holder acknowledges that by the operation of this
Section 14, the holders of a majority of the outstanding principal amount of the
subordinated promissory notes issued pursuant to the Purchase Agreement will
have the right and power to diminish or eliminate all rights of Holder under
this Warrant or under the Purchase Agreement. Notwithstanding the foregoing,
Holder may waive any of its rights arising pursuant to the terms of this Warrant
without the consent of any of the other holders of the subordinated promissory
notes issued pursuant to the Purchase Agreement.
14. HEADINGS. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
15. GOVERNING LAW. This Warrant and all actions arising out of or in
connection with this Warrant shall be governed by and construed in accordance
with the laws of the State of California, without application of conflicts of
law principles thereunder.
16. SUCCESSOR AND ASSIGNS. The terms and provisions of this Warrant and
the Purchase Agreement shall incur to the benefit of, and be binding upon, the
Company and each Holder hereof and their respective permitted successors and
assigns.
18. ATTORNEYS' FEES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant the adjudicating party may in its
discretion order that the non-prevailing party, as determined by such
adjudicating party, reimburse the prevailing party for reasonable
attorney's fees and costs in addition to any other relief to which such
prevailing party may be entitled.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of the date first written above.
XXXXXXX.XXX, INC.
By: ____________________________________
Name: Xxxxx XxXxxxxx
Title: CFO
Address: 000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
By its counter-signature below, Holder hereby agrees to the foregoing
terms and conditions set forth in this Warrant.
"HOLDER"
TCV IV, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management II, L.L.C.
Its: General Partner
By: __________________________________
Name: Xxxxx X. Xxxxxx
Title: Attorney-In-Fact
Address:
EXHIBIT A
PURCHASE FORM
To: XXXXXXX.XXX, INC. Dated: ______________
(1) The undersigned, pursuant to the provisions set forth in the
attached Warrant, hereby irrevocably elects to purchase _______ shares of the
Warrant Stock covered by such Warrant and herewith makes payment of $_________,
representing the full purchase price for such shares at the price per share
provided for in such Warrant, together with all applicable transfer taxes, if
any.
(2) The undersigned hereby elects to purchase shares of Warrant Stock
pursuant to Section 1(c) of the attached Warrant by requesting cancellation of
[all] [that part] of this Warrant representing _____________ shares of Warrant
Stock and issuance of that number of shares of Warrant Stock that is issuable to
the Holder pursuant to the formula in Section 1(c) regarding Net Issue Exercise.
(3) Please issue a certificate or certificates representing said shares
of Warrant Stock in the name of the undersigned or in such other name as is
specified below:
______________________________
(Name)
______________________________
(Address)
(4) The undersigned represents that the aforesaid shares of Warrant
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares except in compliance with applicable securities laws.
________________________________ ________________________________
(Date) (Signature)
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant with respect to the number of shares of Warrant Stock covered
thereby set forth below, unto:
NAME OF ASSIGNEE ADDRESS NO. OF SHARES
---------------- ------- -------------
Dated:_________________ Signature: __________________________________
__________________________________
Witness: __________________________________
WARRANT RECEIPT
The undersigned hereby acknowledges receipt of the following Common
Stock warrant of XxxXxxx.xxx, Inc. dated July 10, 2001:
Certificate No. Number of Shares
--------------- ----------------
WCS-1 10,413,867
The undersigned also acknowledges that said certificate bears a certain
legend on the reverse side referring to the Securities Act of 1933.
Dated: _______________, 2001 TCV IV, L.P.
By: ____________________________________
Title: _________________________________
SCHEDULE OF THE NUMBER OF SHARES OF COMMON STOCK
UNDERLYING THE WARRANTS
ISSUED TO THE REPORTING PERSONS
WARRANT WARRANT
PURCHASER NOTES SHARES COST TOTAL COST
--------------------------- ------------- ---------- ---------- -------------
TCV IV, L.P. $6,249,103.85 10,413,867 $10,413.87 $6,259,517.72
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TCV IV STRATEGIC PARTNERS, $ 233,020.73 388,319 $ 388.32 $ 233,409.05
L.P.
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TCV II, V.O.F. $ 25,485. 24 42,470 $ 42.47 $ 25,527.71
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TECHNOLOGY CROSSOVER $ 784,520.78 1,307,371 $ 1,307.37 $ 785,828.15
VENTURES II, L.P.
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TCV II (Q), L.P. $ 603,150.79 1,005,125 $ 1,005.13 $ 604,155.92
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TCV II STRATEGIC PARTNERS, $ 107,038.03 178,374 $ 178.37 $ 107,216.40
L.P.
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TECHNOLOGY CROSSOVER $ 119,780.65 199,610 $ 199.61 $ 199,980.26
VENTURES II, C.V.
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
TCV FRANCHISE FUND, L.P. $ 168,186.56 280,275 $ 280.28 $ 168,466.84
000 XXXXXX XXXXXX
XXXX XXXX, XX 00000
