1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
Warrant to Purchase
_____________Shares
WARRANT TO PURCHASE COMMON STOCK
OF
SHARED TECHNOLOGIES CELLULAR, INC.
THIS CERTIFIES that __________________________________________ or any
subsequent holder hereof (the "Holder"), has the right to purchase from Shared
Technologies Cellular, Inc., a Delaware corporation (the "Company"), up to
_____________________________ fully paid and nonassessable shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), subject
to adjustment as provided herein, at a price equal to the Exercise Price (as
defined below), at any time beginning on the date on which this Warrant is
issued (the "Issue Date") and ending at 5:00 p.m., eastern time, on the date
that is the fifth anniversary of the Issue Date (the "Expiration Date"). This
Warrant is issued, and all rights hereunder shall be, subject to all of the
conditions, limitations and provisions set forth herein and in the Securities
Purchase Agreement of even date herewith by and among the Company and the
Purchasers named therein (the "Securities Purchase Agreement").
1. Exercise.
(a) Right to Exercise; Exercise Price. The Holder shall have the right
to exercise this Warrant at any time and from time to time up to and including
the Expiration Date as to all or any part of the shares of Common Stock covered
hereby (the "Warrant Shares"). The "Exercise Price" payable
2
by the Holder in connection with the exercise of this Warrant shall be equal to
$9.00 (subject to adjustment as specified in paragraph 7 hereof).
(b) Exercise Notice. In order to exercise this Warrant, the Holder
shall send by facsimile transmission, at any time prior to 11:59 p.m., eastern
time, on the date on which the Holder wishes to effect such exercise (the
"Exercise Date"), to the Company and to its designated transfer agent for the
Common Stock (the "Transfer Agent") a copy of the notice of exercise in the form
attached hereto as Exhibit A (the "Exercise Notice") stating the number of
Warrant Shares as to which such exercise applies and the calculation therefor.
The Holder shall thereafter deliver to the Company the original Exercise Notice,
the original Warrant and the Exercise Price. In the case of a dispute as to the
calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder, the Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and shall submit the disputed calculations to the
Company's independent accountant within one (1) business day following the
Exercise Date. The Company shall cause such accountant to calculate the Exercise
Price and/or the number of Warrant Shares issuable hereunder and to notify the
Company and the Holder of the results in writing no later than two business days
following the day on which it received the disputed calculations. Such
accountant's calculation shall be deemed conclusive absent manifest error. The
fees of any such accountant shall be borne by the party whose calculations were
most at variance with those of such accountant.
(c) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise and, if this Warrant is exercised in part, the Company shall, at the
time that it delivers Warrant Shares to the Holder pursuant to such exercise as
provided herein, issue a new warrant, and deliver to the Holder a certificate
representing such new warrant, with terms identical in all respects to this
Warrant (except that such new warrant shall be exercisable into the number of
shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.
2. Delivery of Warrant Shares Upon Exercise. Upon receipt of a Exercise
Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a
Cashless Exercise (as defined below), no later than the close of business on the
third (3rd) business day following the Exercise Date set forth in such Exercise
Notice, (B) in the case of a Cash Exercise (as defined below) no later than the
close of business on the earlier to occur of (i) the third (3rd) business day
following the Exercise Date set forth in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, and (C) with respect to Warrant Shares which are disputed as described in
paragraph 1(b) above, and required to be delivered by the Company pursuant to
the accountant's calculations described therein, the date for delivery thereof
specified in such paragraph 1(b) (the "Delivery Date"), issue and deliver or
caused to be delivered to the Holder the number of Warrant Shares as shall be
determined as provided herein. Warrant Shares delivered to the Holder shall not
-2-
3
contain any restrictive legend as long as the sale of such Warrant Shares is
covered by an effective Registration Statement (as defined in the Registration
Rights Agreement) or may be made pursuant to Rule 144(k) under the Securities
Act of 1933, as amended, or any successor rule or provision.
3. Mandatory Exercise.
(a) Mandatory Exercise. The Company shall have the right, upon the
satisfaction of each of the Mandatory Exercise Conditions (as defined below), to
require that the Holder exercise the portion of this Warrant that remains
unexercised on the Mandatory Exercise Date (as defined below)(a "Mandatory
Exercise"). In the event of a Mandatory Exercise, the Company and each Holder
shall follow the procedures for exercise set forth in Section 1 above, with the
Mandatory Exercise Date (as defined below) deemed to be the Exercise Date,
except that a Holder shall not be required to send an Exercise Notice as
contemplated by paragraph (b) of Section 1.
(b) Mandatory Exercise Notice. In order to effect a Mandatory Exercise
hereunder, the Company must deliver to each Holder written notice thereof (a
"Mandatory Exercise Notice") on or before 5:00 p.m. (eastern time) on a Business
Day (the "Mandatory Exercise Notice Date") that (i) occurs on or before the
third Business Day immediately following the last Trading Day of the Mandatory
Exercise Period (as defined below) and (ii) is not less than fifteen (15)
Trading Days prior to the date on which such Mandatory Exercise is to be
effected (the "Mandatory Exercise Date") and, at the same time that it delivers
such notice, the Company shall confirm delivery thereof with each Holder by
telephone, either personally or by voicemail message. Notwithstanding the
delivery by the Company of a Mandatory Exercise Notice, nothing contained herein
shall be deemed to limit in any way (i) the right of a Holder to exercise this
Warrant prior to the Mandatory Exercise Date or (ii) the availability of any and
all remedies that are provided to a Holder hereunder, including without
limitation in the event that the Company fails to deliver Warrant Shares upon a
Mandatory Exercise as required by the terms of Section 1 hereof.
(c) Mandatory Exercise Conditions. The Mandatory Exercise Conditions
are as follows:
(i) the Closing Bid Price shall have been equal to or
greater than $18.00 (subject to equitable adjustment
for the events specified in paragraph 7 hereof) for
five (5) consecutive Trading Days (such 5-Trading Day
period being referred to herein as a "Mandatory
Exercise Period");
(ii) at all times during the Mandatory Exercise Period, on
the Mandatory Exercise Notice Date and at all times
during the period from the Mandatory Exercise Notice
Date through the Mandatory Exercise Date, (x) a
registration statement filed under the Securities Act
shall be effective and available to the Holders for
the sale of all of the shares of Common Stock into
which the Preferred Shares and Warrants then
outstanding are convertible or exercisable, as the
-3-
4
case may be (without regard to any restriction or
limitation on the conversion thereof), or such shares
may be sold under Rule 144(k), (y) the Common Stock
shall be listed on the Nasdaq SmallCap Market, the
Nasdaq National Market System or the New York Stock
Exchange, and (z) trading in the Common Stock, or
trading generally, shall not have been suspended by
the principal market on which the Common Stock is
traded;
(iii) the Company shall not have breached, at any time
prior to the Mandatory Exercise Date, any material
agreement or obligation hereunder or under the
Securities Purchase Agreement or the Registration
Rights Agreement; and
(iv) a Mandatory Redemption Event (as defined in the
Certificate of Designation) shall not have occurred
and be continuing as of the Mandatory Exercise Notice
Date or the Mandatory Exercise Date.
4. Failure to Deliver Warrant Shares.
(a) Exercise Default. In the event that the Company fails for
any reason as a result of any willful action or any willful failure to act on
the part of the Corporation (other than by operation of paragraph 5 below) to
deliver to a Holder certificates representing the number of Warrant Shares
specified in the applicable Exercise Notice on or before the Delivery Date
therefor and such failure continues for ten (10) Business Days following the
delivery of written notice thereof from the Holder (an "Exercise Default"), the
Company shall pay to the Holder payments ("Exercise Default Payments") in the
amount of (i) (N/365) multiplied by (ii) the aggregate Exercise Price for the
Warrant Shares which are the subject of such Exercise Default multiplied by
(iii) the lower of ten percent (10%) and the maximum rate permitted by
applicable law, where "N" equals the number of days elapsed between the original
Delivery Date for such Warrant Shares and the date on which all of such Warrant
Shares are issued and delivered to the Holder. Amounts payable under this
subparagraph 4(a) shall be paid to the Holder in immediately available funds on
or before the fifth (5th) business day of the calendar month immediately
following the calendar month in which such amount has accrued.
(b) Buy-in. Nothing herein shall limit a Holder's right to
pursue actual damages for the Company's failure to issue and deliver Warrant
Shares in connection with an exercise on the applicable Delivery Date
(including, without limitation, damages relating to any purchase of shares of
Common Stock by the Holder to make delivery on a sale effected in anticipation
of receiving Warrant Shares upon exercise, such damages to be in an amount equal
to (A) the aggregate amount paid by the Holder for the shares of Common Stock so
purchased minus (B) the aggregate amount of net proceeds, if any, received by
the Holder from the sale of the Warrant Shares issued by the Company pursuant to
such exercise), and the Holder shall have the right to pursue all remedies
available to it at law or in equity (including, without limitation, a decree of
specific performance and/or injunctive relief).
-4-
5
(c) Reduction of Exercise Price. In the event that a Holder
has not received certificates representing the Warrant Shares by the tenth
(10th) business day following an Exercise Default, the Holder may, upon written
notice to the Company, regain on such business day the rights of a Holder of
this Warrant, or part thereof, with respect to the Warrant Shares that are the
subject of such Exercise Default, and the Exercise Price for such Warrant Shares
shall be reduced by one percent (1%) for each day beyond such 10th business day
in which the Exercise Default continues. In such event, the Holder shall retain
all of the Holder's rights and remedies with respect to the Company's failure to
deliver such Warrant Shares (including without limitation the right to receive
the cash payments specified in subparagraph 4(a) above).
(d) Holder of Record. Each Holder shall, for all purposes, be
deemed to have become the holder of record of Warrant Shares on the Exercise
Date of this Warrant, irrespective of the date of delivery of such Warrant
Shares. Nothing in this Warrant shall be construed as conferring upon the Holder
hereof any rights as a stockholder of the Company prior to the Exercise Date.
[5. Exercise Limitations.
In no event shall a Holder be permitted to exercise this Warrant, or
part thereof, with respect to Warrant Shares in excess of the number of such
shares, upon the issuance of which, (x) the number of shares of Common Stock
beneficially owned by the Holder plus (y) the number of shares of Common Stock
issuable upon such exercise, would be equal to or exceed (z) 4.99% of the number
of shares of Common Stock then issued and outstanding. To the extent that the
limitation contained in this paragraph 5 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by a Holder)
shall be in the sole discretion of the Holder, and the submission of an Exercise
Notice shall be deemed to be the Holder's determination that this Warrant is
exercisable pursuant to the terms hereof, and the Company shall have no
obligation whatsoever to verify or confirm the accuracy of such determination.
Nothing contained herein shall be deemed to restrict the right of a Holder to
exercise this Warrant, or part thereof, at such time as such exercise will not
violate the provisions of this Section 4.][THIS PROVISION WILL NOT BE CONTAINED
IN ANY WARRANT ISSUED TO A PURCHASER WHICH ELECTED NOT TO BE BOUND BY THE 4.99%
LIMITATION CONTAINED IN THE CERTIFICATE OF DESIGNATION]
6. Payment of the Exercise Price. The Holder may pay the Exercise Price
in either of the following forms or, at the election of Xxxxxx, a combination
thereof; provided, however, that from and after the date that is two (2) years
from the Issue Date, the Holder may elect to exercise this Warrant only pursuant
to a Cashless Exercise (as defined below):
(a) Cash Exercise: by delivery of immediately available funds.
-5-
6
(b) Cashless Exercise: by surrender of this Warrant to the Company
together with a notice of cashless exercise, in which event the Company shall
issue to the Holder the number of Warrant Shares determined as follows:
X = Y x (A-B)/A
where: X = the number of Warrant Shares to be issued to the
Holder.
Y = the number of Warrant Shares with respect to
which this Warrant is being exercised.
A = the average of the Closing Bid Prices of the
Common Stock for the five (5) Trading Days
immediately prior to (but not including) the Exercise
Date.
B = the Exercise Price.
For purposes of Rule 144 under the Securities Act of 1933, as amended, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
been commenced, on the Issue Date.
7. Anti-Dilution Adjustments.
(a) Stock Dividend. If the Company shall at any time declare a dividend
payable in shares of Common Stock, then the Holder hereof, upon exercise of this
Warrant after the record date for the determination of Holders of Common Stock
entitled to receive such dividend, shall be entitled to receive, in addition to
the number of shares of Common Stock as to which this Warrant is exercised, such
additional shares of Common Stock as the Holder would have received had this
Warrant been exercised immediately prior to such record date and the Exercise
Price will be proportionately adjusted.
(b) Stock Split, Recapitalization or Reclassification. If the Company
shall at any time effect a stock split, recapitalization, reclassification or
other similar transaction of such character that the shares of Common Stock
shall be changed into or become exchangeable for a larger or smaller number of
shares, then upon the effective date thereof, the number of shares of Common
Stock which the Holder hereof shall be entitled to purchase upon exercise of
this Warrant shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of shares of Common Stock
by reason of such stock split, recapitalization, reclassification or similar
transaction, and the Exercise Price shall be, in the case of an increase in the
number of shares, proportionally decreased and, in the case of decrease in the
number of shares, proportionally increased. The Company shall give the Warrant
Holder the same notice at the same time it provides such notice to
-6-
7
holders of Common Stock of any transaction described in this Section 7(b).
(c) Distributions. If the Company shall at any time distribute to
holders of Common Stock cash, evidences of indebtedness or other securities or
assets (other than cash dividends or distributions payable out of earned surplus
or net profits for the current or the immediately preceding year) then, in any
such case, the Holder of this Warrant shall be entitled to receive, upon
exercise of this Warrant, with respect to each share of Common Stock issuable
upon such exercise, the amount of cash or evidences of indebtedness or other
securities or assets which the Holder would have been entitled to receive with
respect to each such share of Common Stock as a result of the happening of such
event had this Warrant been exercised immediately prior to the record date or
other date fixing shareholders to be affected by such event (the "Determination
Date") or, in lieu thereof, if the Board of Directors of the Company should so
determine prior to the Determination Date, a reduced Exercise Price determined
by multiplying the Exercise Price on the Determination Date by a fraction, the
numerator of which is the difference between (x) such Exercise Price and (y) the
value of such distribution applicable to one share of Common Stock (such value
to be determined by an investment bank selected by the Holder and reasonably
acceptable to the Company), and the denominator of which is such Exercise Price.
(d) Notice of Consolidation or Merger. In the event of a merger,
consolidation, business combination, tender offer, exchange of shares,
recapitalization, reorganization, redemption or other similar event, as a result
of which shares of Common Stock of the Company shall be changed into the same or
a different number of shares of the same or another class or classes of stock or
securities or other assets of the Company or another entity or there is a sale
of all or substantially all the Company's assets (a "Corporate Change"), then
this Warrant shall be exercisable into such class and type of securities or
other assets as the Holder would have received had the Holder exercised this
Warrant immediately prior to such Corporate Change; provided, however, that
Company may not effect any Corporate Change unless (i) it first shall have given
twenty (20) business days' notice to the Holder hereof of any Corporate Change
and makes a public announcement of such event at the same time that it gives
such notice (it being understood that the filing by the Company of a Form 8-K
for the purpose of disclosing the anticipated consummation of the Corporate
Change shall constitute such a notice for purposes of this provision) and (ii)
it requires the resulting successor or acquiring entity (if not the Company) to
assume by written instrument the obligations of the Company hereunder and under
the Securities Purchase Agreement and the Registration Rights Agreement.
(e) Exercise Price as Adjusted. As used in this Warrant, the term
"Exercise Price" shall mean the purchase price per share specified in paragraph
1 of this Warrant, until the occurrence of an event stated in subsection (a),
(b) or (c) of this paragraph 7, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions of each such subsection. No
such adjustment under this paragraph 6 shall be made unless such adjustment
would change the Exercise Price at the time by two percent (2%) or more;
provided, however, that all adjustments not so made shall be deferred and made
when the aggregate thereof would change the Exercise Price at the time by
-7-
8
$.01 or more. No adjustment made pursuant to any provision of this paragraph 7
shall have the effect of increasing the total consideration payable upon
exercise of this Warrant in respect of all the Common Stock as to which this
Warrant may be exercised.
(f) Adjustments: Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this paragraph
7, the Holder of this Warrant shall, upon exercise of this Warrant, become
entitled to receive securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common Stock shall be
deemed to refer to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this paragraph 7.
8. Fractional Interests.
No fractional shares or scrip representing fractional shares
shall be issuable upon the exercise of this Warrant, but on exercise of this
Warrant, the Holder hereof may purchase only a whole number of shares of Common
Stock. If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares of Common Stock issuable upon exercise shall be rounded up or down to the
nearest whole number of shares of Common Stock.
9. Transfer of this Warrant. The Holder may sell, transfer, assign,
pledge or otherwise dispose of this Warrant, in whole or in part, as long as
such sale or other disposition is made pursuant to pursuant to an effective
registration statement or an exemption to the registration requirements of the
Securities Act of 1933, as amended, and applicable state laws. Upon such
transfer or other disposition, the Holder shall deliver a written notice to
Company, substantially in the form of the Transfer Notice attached hereto as
Exhibit B (the "Transfer Notice"), indicating the person or persons to whom this
Warrant shall be transferred and, if less than all of this Warrant is
transferred or this Warrant is transferred in parts, the number of Warrant
Shares to be covered by the part of this Warrant to be transferred to each such
person. Within three (3) business days of receiving a Transfer Notice and the
original of this Warrant, the Company shall deliver to the each transferee
designated by the Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of Warrant Shares.
10. Benefits of this Warrant.
Nothing in this Warrant shall be construed to confer upon any
person other than the Holder of this Warrant any legal or equitable right,
remedy or claim under this Warrant and this Warrant shall be for the sole and
exclusive benefit of the Holder of this Warrant.
11. Loss, theft, destruction or mutilation of Warrant.
-8-
9
Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.
12. Notice or Demands.
Except as otherwise provided herein, any notice, demand or
request required or permitted to be given pursuant to the terms of this Warrant
shall be in writing and shall be deemed given (i) when delivered personally or
by verifiable facsimile transmission (with an original to follow) on or before
5:00 p.m., eastern time, on a business day or, if such day is not a business
day, on the next succeeding business day, (ii) on the next business day after
timely delivery to a nationally-recognized overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), addressed as
follows:
If to the Company:
Shared Technologies Cellular, Inc.
000 Xxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Day, Xxxxx & Xxxxxx LLP
000 Xxxxxxxx Xxxxxx
Xxxxxx XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
and if to the Holder, to such address as shall be designated by the Holder in
writing to the Company.
13. Applicable Law.
This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the state of New York,
without giving effect to conflict of law provisions thereof.
-9-
10
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
___ day of February, 1999.
Shared Technologies Cellular, Inc.
By:
Name:
Title:
-10-
11
EXHIBIT A to WARRANT
EXERCISE NOTICE
The undersigned Holder hereby irrevocably exercises the right to
purchase of the shares of Common Stock ("Warrant Shares") of Shared Technologies
Cellular, Inc., a Delaware corporation (the "Company"), evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.
1. Form of Exercise Price. The Holder intends that payment of the
Exercise Price shall be made as:
______ a Cash Exercise with respect to _________________ Warrant Shares; and/or
______ a Cashless Exercise with respect to _________________ Warrant Shares.
2. Payment of Exercise Price. In the event that the Holder has elected
a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $________________ to the
Company in accordance with the terms of the Warrant.
3. Delivery of Warrant Shares. The Company shall deliver to the Holder
_____________ Warrant Shares in accordance with the terms of the Warrant.
Date: ______________________________
____________________________________
Name of Registered Holder
By: _______________________________
Name:
Title:
-11-
12
EXHIBIT B to WARRANT
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase shares of the Common Stock of Shared Technologies Cellular, Inc.
evidenced by the attached Warrant.
Date: ______________________________
____________________________________
Name of Registered Holder
By: _______________________________
Name:
Title:
Transferee Name and Address:
___________________________________
___________________________________
___________________________________
-12-
13
SCHEDULE OF WARRANTS
Name Number of Warrants
---- ------------------
Marcuard Cook & Cie S.A. 34,000
Eagle & Dominion Euro American Growth Fund Ltd. 4,400
Eagle & Dominion Euro American Growth Fund L.P. 1,200
Meinl Bank AG 21,000
Xxxxxx FT Fund 1,000
AAGC ABN AMRO Bank NV 20,000
Xxxxxx Estates Limited 16,000
Dulville Limited 16,000
Grange Nominees Limited 8,400
NCL Investments Limited a/c NCL (Nominees) 8,000
Xxxxxxxxx Investment Management Limited Account C 3,660
Xxxxxxxxx Investment Management Limited Account B 340
Xxxxx Xxxxxxxxxxxx & Company S.A. 6,820
Xxxxx Xxxxxxxxxxxx & Company Ltd. 3,000
Trident North Atlantic Fund 1,400
Bellhaven Investments Ltd. 560
Xxxx & Co. (Nominees) Ltd. E&D No. 2 Account 400
Pequot Scout Fund, L.P. 28,820
International Capital Partners Profit-Sharing Trust 5,000
Ardara Investment Inc. 20,000
Xxxxxxxx Capital Management, Inc. 100,000
-------
300,000
