STOCK PURCHASE AGREEMENT
THIS
AGREEMENT made as of this 8th day of December, 2008, by
and among Xxxx Xxxxxxxxxx of 000 Xxxxxxxx Xxxxx X., Xxxxxxxxx, XX 00000
("Seller"), Xiqun Yu of 58 Xxxx Xxxx Road, Kun Lun Shopping Mall, Harbin, the
People’s Republic of China 150090 (“Buyer”) and Tia I, Inc., a
Delaware corporation with a principal address of 0000 Xxxxxx Xxxx, Xxxxxxxxx, XX
00000 (the “Company”) (Buyer, Seller and Company each a “Party” and collectively
the “Parties”.)
W
I T N E S S E T H:
WHEREAS,
Seller is the owner of One Million (1,000,000) shares of common stock, par value
$0.0001, of Tia I, Inc. (the “Shares”); and
WHEREAS,
Buyer desires to purchase from Seller and Seller desires to sell to Buyer the
Shares upon the terms and conditions hereinafter set forth.
NOW
THEREFORE, in consideration of the mutual covenants and promises herein
contained and upon the terms and conditions hereinafter set forth, the parties
hereto, intending to be legally bound, agree as follows:
1. PURCHASE
AND SALE OF THE SHARES.
Purchase and
Sale. Upon the terms and conditions herein contained, at the
Closing (as hereinafter defined), Seller agrees to sell, issue, transfer and
deliver the Shares to Buyer and Buyer agrees to purchase the Shares from Seller,
free and clear of all liens, claims, pledges, mortgages, restrictions,
obligations, security interests and encumbrances of any kind, nature and
description.
2. CONSIDERATION.
Purchase
Price. The purchase price for the Shares (the "Purchase
Price") shall be Buyer's payment of Twenty Five Thousand Dollars ($25,000) to
Seller.
3. CLOSING.
3.1 Time and Place of
Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") is taking place simultaneously with the execution of
this Agreement, at a location to be mutually agreed by the parties, at the date
first set forth above (hereinafter the "Closing Date").
3.2 Delivery by
Seller. Seller shall deliver to Buyer, (i) stock
certificate(s) representing the Shares and executed stock power(s) or other
documents satisfactory to Buyer permitting transfer to Buyer of the Shares, (ii)
a fully executed copy of this Agreement and (iii) a letter of resignation from
Seller as director and officer of the Company. Additionally, Seller
shall also cause the Board of Directors of Tia I, Inc. to execute a resolution
approving the execution and consummation of this Agreement, appointment of Mr.
Xiqun Yu to the Board of Directors and as the Company’s new Chief Executive
Officer, Chief Financial Officer and Secretary and accepting the aforesaid
resignation of Seller as officer and director of the Company with effect from
the date of Closing. Seller shall also deliver to Buyer, to the extent
reasonable available to Seller, original and/or true and correct copies of all
of the Company’s business, financial and corporate records including but not
limited to: correspondence files, bank statements, checkbooks, minutes of
shareholder and directors meetings, financial statements, shareholder listings,
stock transfer records, agreements and contracts.
3.3 Delivery by
Buyer. Upon receipt of the Shares and documents in Section 3.2
above, Buyer shall wire Seller the sum of Twenty Five Thousand Dollars ($25,000)
to Seller’s designated bank account and/or shall pay or cause the payment of the
Purchase Price in such other manner to be agreed upon by Buyer and Seller and
deliver to Seller a fully executed copy of this Agreement.
4. REPRESENTATIONS
AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Buyer as follows:
4.1 Organization. The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Delaware, and is qualified in no other
state.
4.2 No Violation. Neither
the execution and delivery of this Agreement by Seller, nor the consummation by
Seller of the transactions contemplated hereby will: (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any government, governmental agency,
court, administrative panel or other tribunal to which Seller is
subject, (ii) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice under any
agreement, contract, lease, license, instrument or other arrangement to which
Seller is a party or by which she is bound, or to which any of her assets is
subject; or (iii) result in or require the creation or imposition of any
encumbrance of any nature upon or with respect to any of Seller’s assets,
including without limitation the Shares.
4.3 Enforceability. This
Agreement and any other agreement executed by Seller in connection herewith have
been duly executed and delivered by it and constitute the valid, binding and
enforceable obligation of Seller, subject to the applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and rights of
stockholders.
4.4 Authorized Capital.
The authorized capital stock of the Company consists of Two Hundred and Fifty
Million (250,000,000) shares of common stock, par value $0.0001 per share
(“Common Stock”) and Ten Million shares of preferred stock, par value $0.0001
per share (“Preferred Stock), One Million (1,000,000) shares of Common Stock are
validly issued and outstanding, fully paid and non-assessable. The
Shares have been validly issued, are fully paid and non-assessable, and are
owned beneficially and of record by Seller free and clear of all free and clear
of all liens, claims, charges, encumbrances, pledges, mortgages, security
interests, options, rights to acquire, proxies, voting trusts or similar
agreements, restrictions on transfer or adverse claims of any nature whatsoever,
except any restrictions under applicable federal and state securities laws, and
Seller has not previously entered into any agreement or commitment for the sale
of all or part of the Shares or otherwise conveyed or encumbered Seller’s
interest (voting or otherwise) with respect to the Shares. The Seller
has the unqualified right to sell, assign, and deliver the Shares, and, upon
consummation of the transactions contemplated by this Agreement, the Buyer will
acquire good, marketable and valid title to the Shares, free and clear of all
liens, claims, charges, encumbrances, pledges, mortgages, security interests,
options, rights to acquire, proxies, voting trusts or similar agreements,
restrictions on transfer or adverse claims of any nature
whatsoever.
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4.5 No Default. Seller is
not, and is not alleged to be, in violation of, or (with or without notice or
lapse of time or both) in default under, or in breach of, any term or provision
of any indenture, loan or credit agreement, note, deed of trust, mortgage,
security agreement or other material agreement, lease, license or other
instrument, commitment, obligation or arrangement to which Seller is a party or
by which Seller’s properties, assets or rights are bound or affected. No
other party to any material contract, agreement, lease, license, commitment,
instrument or other obligation to which Seller is a party is (with or without
notice or lapse of time or both) in default thereunder or in breach of any term
thereof. Seller is not subject to any obligation or restriction of any
kind or character, nor are there any event or circumstance relating to Seller
that would prevent or make burdensome Seller’s performance of or compliance with
all or any part of this Agreement or the consummation of the transactions
contemplated hereby or thereby.
4.6 Seller Power;
Authority. Seller has full power and authority to sell and transfer the
Shares to Buyer without obtaining the waiver, consent, order or approval of (i)
any state or federal governmental authority or (ii) any third party or other
person including, but not limited to, other stockholders of the
Company.
4.7 Company Power;
Authority. The Company has the corporate power, authority and capacity to
carry on its business as presently conducted, except where the failure to do so
would not result in a material adverse effect upon the Company.
4.8 Delivery of Certificate of
Incorporation and By-laws. The Seller has heretofore delivered to the
Buyer true and complete copies of the Company’s Certificate of Incorporation, as
amended and By laws, each as currently in effect.
4.9 Non-Violation of Certificate
of Incorporation and By-laws. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the Certificate
of Incorporation or By-laws of the Company, or of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which the
Company or the Seller is a party to or by which the Company or the Seller is
bound.
-3-
4.10 Nature of
Certificate(s). The certificate(s) representing the Shares delivered
pursuant to this Agreement are subject to certain trading restrictions imposed
by the Securities Act of 1933, as amended (“Securities Act”) and applicable
state securities or “blue sky” laws.
4.11 No Liabilities. The
Company has no outstanding liabilities or obligations to any party except as
reflected on the its Form 10-Q for the quarter ended June 30, 2008, other than
charges since such date occurred in the ordinary course of business, all of
which will be discharged prior to or at the Closing so that, at the Closing, the
Company will have no direct, contingent or other obligations of any kind or any
commitment or contractual obligations of any kind and description.
4.12 No Pre-emptive
Rights. At Closing, no person has any pre-emptive rights or any other
rights to acquire any Shares that have not been waived or exercised.
4.13 No Litigation. There
is no action, suit, proceeding or investigation (“Action”) pending or, to the
best knowledge of Seller, currently threatened against Seller that may affect
the validity of this Agreement or the right of Seller to enter into this
Agreement or to consummate the transactions contemplated hereby or
thereby. There is no Action pending or, to the best knowledge of Seller,
currently threatened against Seller before any court or by or before any
governmental body or any arbitration board or tribunal, nor is there any
judgment, decree, injunction or order of any court, governmental department,
commission, agency, instrumentality or arbitrator against Seller. Seller
is a party or subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality. There is
no Action by Seller relating to Seller currently pending or which Seller intends
to initiate.
4.14 Accuracy of Representations
and Warranties. None of the representations and warranties
made by Seller contained in this Agreement, nor in any statement, document,
certificate, schedule, list, memorandum or other writing (collectively,
"Statements") furnished or to be furnished by Seller pursuant hereto, or in
connection with the transactions contemplated hereby, is or will be incorrect or
incomplete, or contains or will contain any untrue statement of fact, and none
of such representations, warranties and Statements omits or will omit to state a
fact necessary in order to make the statements contained herein or therein not
misleading. There is no fact known to Seller which Seller has not
disclosed in this Agreement, or in an exhibit hereto, or in a statement, which
adversely affects or may reasonably be expected to affect adversely the business
or assets of Seller.
4.15 Survival. Each
of the representations and warranties set forth in this Section 4 shall be
deemed represented and made by Seller at the Closing as if made at such time and
shall survive the Closing for a period terminating twenty-four (24) months after
the date of the Closing.
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5. REPRESENTATIONS AND WARRANTIES OF
COMPANY.
The Company hereby warrants to Buyer
that:
5.1 Organization. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Company has the
corporate power to own its properties and to carry on its business as now being
conducted and is duly qualified to do business and is in good standing in each
jurisdiction in which the failure to be so qualified and in good standing would
have a material adverse effect on the Company. The Company is not in
violation of any of the provisions of its Certificate of Incorporation or
By-laws. No consent, approval or agreement of any individual or
entity is required to be obtained by the Company in connection with the
execution and performance by the Company of this Agreement or the execution and
performance by the Company of any agreements, instruments or other obligations
entered into in connection with this Agreement. The Company has no
subsidiary, and it does not have any equity investment or other interest, direct
or indirect, in, or any outstanding loans, advances or guarantees to or on
behalf of, any domestic or foreign individual or entity as of the date of the
Closing.
5.2 Authorized
Capital. The
authorized capital stock of the Company consists of Two Hundred and Fifty
Million (250,000,000) shares of common stock, par value $0.0001 per share
(“Common Stock”) and Ten Million shares of preferred stock, par value $0.0001
(“Preferred Stock), One Million (1,000,000) shares of Common Stock are validly
issued and outstanding, fully paid and non-assessable as set forth in the
Company’s Form 10-Q for the quarter ended June 30, 2008.
5.3 No Agreement to Issue or
Acquire Common Stock. Other than this Agreement, the Company is not a
party to any agreement or understanding pursuant to which any securities of any
class of capital stock are to be issued or created or
transferred. The Company has not acquired any shares of Common Stock,
and has no formal or informal agreements or understandings pursuant to which it
can or will acquire any shares of Company Common Stock. The Company
nor any officer, director or 5% stockholder of the Company has any agreements,
plans, understandings or proposals, whether formal or informal or whether oral
or in writing, pursuant to which it granted or may have issued or granted any
individual or entity any convertible security or any interest in the Company or
the Company’s earnings or profits, however defined. As used in this
Agreement, the term “Convertible Securities” shall mean any options, rights,
warrants, convertible debt, equity securities or other instrument or agreement
upon the exercise or conversion of which or upon the exchange of which or
pursuant to the terms of which additional shares of any class of capital stock
of the Company may be issued.
5.4 No Litigation. There
is no private or governmental action, suit, proceeding, claim, arbitration or
investigation pending before any agency, court or tribunal, foreign or domestic,
or threatened against the Company or any of its properties or any of its
officers or directors (in their capacities as such). There is no
judgment, decree or order against the Company that could prevent, enjoin, alter
or delay any of the transactions contemplated by this
Agreement. There are no material claims, actions, suits, proceedings,
inquiries, labor disputes or investigations (whether or not purportedly on
behalf of the Company) pending or threatened against the Company or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation. No bankruptcy, receivership or debt or
relief proceedings are pending or threatened against the Company.
-5-
5.5 Legal Compliance. The
Company has complied with, is not in violation of, and has not received any
notices of violation with respect to, any federal, state, local or foreign Laws,
judgment, decree, injunction or order, applicable to it, the conduct of its
business, or the ownership or operation of its
business. References in this Agreement to “Laws” shall refer to
any laws, rules or regulations of any federal, state or local government or any
governmental or quasi-governmental agency, bureau, commission, instrumentality
or judicial body (including, without limitation, any federal or state securities
law, regulation, rule or administrative order).
5.6 Tax
Returns. The
Company has properly filed all tax returns (if any) required to be filed and has
paid all taxes shown thereon to be due. All tax returns previously
filed, if at all, are true and correct in all material respects.
5.7 No Liabilities. The
Company has no outstanding liabilities or obligations to any party except as
reflected on the Company’s Form 10-Q for the quarter ended June 30, 2008, other
than charges since such date occurred in the ordinary course of business, all of
which will be discharged prior to or at the Closing so that, at the Closing, the
Company will have no direct, contingent or other obligations of any kind or any
commitment or contractual obligations of any kind and description.
5.8 Accuracy of Books and
Records. All of the business and financial transactions of the Company
have been fully and properly reflected in the books and records of the Company
in all material respects and in accordance with generally accepted accounting
principles consistently applied.
5.9 SEC
Reports. The
Company is current with its reporting obligations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). None of the Company
filings made pursuant to the Exchange Act (collectively, the “Company SEC
Documents”) contain any misstatements of material fact or omit to state a
material fact necessary to make the statements made therein not
misleading. The Company SEC Documents, as of their respective dates,
complied in all material respects with the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder, and are available on the
Commission’s XXXXX system. The financial statements included in
the Company SEC Documents fairly present and reflect in all material respects,
in accordance with generally accepted accounting principles, consistently
applied, the financial condition of the Company on the balance sheet dates and
the results of its operations, cash flows and changes in stockholders’ equity
for the periods then ended in accordance with generally accepted accounting
principles, consistently applied, except as may be otherwise specified in such
financial statements or the notes thereto. The accountants who
audited the Company’s financial statements are independent, within the meaning
of the Act and are a member of the PCAOB. There has not occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Company, from that set forth in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
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5.10 No Violation. The
execution and delivery of this Agreement by the Company and the consummation of
the transactions contemplated by this Agreement will not result in any material
violation of the Company’s Certificate of Incorporation or By-laws.
5.11 Representations and
Warranties. All representations, covenants and warranties of the Company
and Seller contained in this Agreement shall be true and correct on and as of
the Closing with the same effect as though the same had been made on and as of
such date.
5.12 Survival. Each
of the representations and warranties set forth in this Section 5 shall be
deemed represented and made by the Company at the Closing as if made at such
time and shall survive the Closing for a period terminating twenty-four (24)
months after the date of the Closing.
6. REPRESENTATIONS,
WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER.
Buyer
hereby represents, warrants and acknowledges to Seller as follows:
6.1 Investment
Purposes. Buyer is acquiring the Shares for his own account,
for investment purposes only and not with a view to resale or other distribution
thereof, nor with the intention of selling, transferring or otherwise disposing
of all or any part of such Shares, or any interest therein, for any particular
price, or at any particular time, or upon the happening of any particular event
or circumstances, except selling, transferring, or disposing of such Shares made
in full compliance with all applicable provisions of the Securities Act of 1993
(the "Act") and the Securities Exchange Act of 1934 ("Exchange Act"), and the
Rules and Regulations promulgated by the Securities and Exchange Commission
thereunder, all as amended; and that such Shares must be held indefinitely
unless they are subsequently registered under the Act, or an exemption from such
registration is available.
6.2 Sophisticated
Investor. Buyer has sufficient knowledge and experience of
financial and business matters, is able to evaluate the merits and risks of
purchasing such Shares and has had substantial experience in previous private
and public purchases of securities.
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7. POST-CLOSING
COVENANTS.
7.1 Further
Assurances. After the Closing, at the request of either party,
the other party shall execute, acknowledge and deliver, without further
consideration, all such further assignments, conveyances, endorsements, deeds,
powers of attorney, consents and other documents and take such other action as
may be reasonably requested to consummate the transactions contemplated by this
Agreement.
8. INDEMNITY.
8.1 The
Seller agrees to indemnify the Buyer, and hold it harmless from and in respect
of any (i) assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees),
imposed upon or incurred by the Buyer resulting from a breach of this Agreement
or the covenants or conditions made by Company and or the Seller; (ii)
inaccuracy in any of the representations and warranties made by Company and/or
the Seller herein in this Agreement; or (iii) any and all liabilities arising
out of or in connection with: (A) any of the assets of Company prior to the
Closing; or (B) the operations of Company prior to the
Closing. Assertion by the Buyer to its right to indemnification under
this Section 8) shall not preclude assertion by the Buyer of any other rights or
the seeking of any other remedies against the Seller.
9. Miscellaneous
9.1 Binding Effect;
Benefits. This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective successors and
permitted assigns. Except as otherwise set forth herein, this
Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto. Except as otherwise set forth
herein, nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and
permitted assigns any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
9.2 Notices. All
notices, requests, demands and other communications which are required to be or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person, or transmitted by telecopy or
telex, or upon receipt after dispatch by certified or registered first class
mail, postage prepaid, return receipt requested, to the party to whom the same
is so given or made, at the following addresses (or such others as shall be
provided in writing hereinafter):
(a) If
to the Seller, to:
Xx. Xxxx
Xxxxxxxxxx
0000 Xxxxxx Xxxx, Xxxxx X,
Xxxxxxxxx,
XX 00000
Tel:
(000) 000 0000
Fax: (000) 000 0000
-8-
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(b)
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If
to the Buyer, to:
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Mr. Xiqun Yu
x/x Xxxxx Education Alliance,
Inc.
58 Xxxx Xxxx Road
Kun Lun
Shopping Mall,
Harbin,
the People’x Xxxxxxxx xx Xxxxx 000000
Tel: 000
00 000 0000 0000
(c) If
to Tia I Inc. to:
Xx. Xxxx
Xxxxxxxxxx
0000 Xxxxxx Xxxx, Xxxxx X,
Xxxxxxxxx,
XX 00000
Tel:
(000) 000 0000
Fax: (000) 000 0000
9.3 Entire
Agreement. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.
9.4 Headings. The
section and other headings contained in this Agreement are for reference
purposes only and shall not be deemed to be a part of this Agreement or to
affect the meaning or interpretation of this Agreement.
9.5 Counterparts. This
Agreement may be executed in any number of counterparts, each of which, when
executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
9.6 Governing
Law. This Agreement shall be construed as to both validity and
performance and enforced in accordance with and governed by the laws of the
State of New York, without giving effect to the conflicts of law principles
thereof. Any dispute, disagreement, conflict of interpretation or claim arising
out of or relating to this Agreement, or its enforcement, shall be governed by
the laws of the State of New York. Buyer and Seller hereby
irrevocably and unconditionally submit for themselves and their property, to the
nonexclusive jurisdiction of Federal and State courts of the State of New York
and any appellate court thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the Parties hereto hereby irrevocably and unconditionally agree that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State court, or, to the extent permitted by law, in
such Federal court. Each of the Parties hereto agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Each of the Parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to above. Each of the Parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court. Each Party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this
Agreement will affect the right of any Party to this Agreement to serve process
in any other manner permitted by law. Each Party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in any legal proceeding directly or indirectly arising out of
or relating to this Agreement or the transactions contemplated hereby (whether
based on contract, tort or any other theory). Each Party hereto
certifies that no representative, agent or attorney of any other Party has
represented, expressly or otherwise, that such other Party would not, in the
event of litigation, seek to enforce the foregoing waiver, and acknowledges that
it and the other Parties hereto have been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this Section
7.6.
-9-
9.7 Severability. If
any term or provision of this Agreement shall to any extent be invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term and provision of the Agreement shall be valid and enforced to the
fullest extent permitted by law.
9.8 Amendments. This
Agreement may not be modified or changed except by an instrument or instruments
in writing executed by the parties hereto.
[Signatures
on following page]
-10-
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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SELLER:
XXXX
XXXXXXXXXX
/s/ Xxxx Xxxxxxxxxx
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BUYER:
XIQUN
YU
/s/
Xiqun Xx
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XXX
I, INC.
/s/
Xxxx Xxxxxxxxxx
By:
Xxxx Xxxxxxxxxx
Title:
President, Secretary and Director
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