1
Exhibit 10.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
VIASAT, INC.
12,500 SHARES
(subject to adjustment)
VOID AFTER APRIL 25, 2002
This Warrant is issued to SCIENTIFIC--ATLANTA, INC., a Georgia
corporation ("Purchaser") by VIASAT, INC., a Delaware corporation (the
"Company"), on April 25, 2000 (the "Warrant Issue Date"). This Warrant is issued
pursuant to the terms of that certain Asset Purchase Agreement dated as of
January 18, 2000 between Purchaser and the Company (the "Purchase Agreement") in
connection with the transactions contemplated by the Purchase Agreement.
1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth and set forth in the Purchase Agreement, Purchaser is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in writing), to
purchase from the Company TWELVE THOUSAND FIVE HUNDRED (12,500) fully paid and
nonassessable shares of common stock of the Company, as constituted on the
Warrant Issue Date (the "Common Stock"). The number of shares of Common Stock
issuable pursuant to this Section 1 (the "Shares") shall be subject to
adjustment pursuant to Section 7 hereof.
2. Exercise Price. The purchase price for the Shares shall be equal to
$52.50 per share, as adjusted from time to time pursuant to Section 7 hereof
(the "Exercise Price").
3. Exercise Period. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending at 5:00
p.m. (PST) on April 25, 2002.
2
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, Purchaser may exercise, in whole
or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and
(b) the payment in cash or by certified or official bank check
payable to the order of the Company in an amount equal to the aggregate Exercise
Price for the number of Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable), and in any event within thirty (30) days
after the delivery of the items referenced in Section 4 above.
6. Issuance of Shares. The Company covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. Adjustment of Exercise Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant subdivide its
Common Stock, by split or otherwise, or combine its Common Stock, or issue
additional shares of its Common Stock as a dividend, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, but the aggregate Exercise Price for the total
number of Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 7(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) Reclassification, Reorganization and Consolidation. In case
of any reclassification, capital reorganization, or change in the Common Stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 7(a) above), then appropriate provisions shall
be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder hereof, so that such holder shall
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant, the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder
of
3
the same number of shares of Common Stock as were purchasable by the holder
hereof immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights
and interest of the holder hereof so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities and
property deliverable upon exercise hereof, and appropriate adjustments shall be
made to the Exercise Price hereunder, provided the aggregate Exercise Price
shall remain the same.
8. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
9. No Stockholder Rights. Prior to the exercise of this Warrant, the
holder hereof shall not be entitled to any rights of a stockholder with respect
to the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company.
10. Transfers of Warrant. This Warrant and all rights hereunder may not
be sold or transferred by Purchaser either in whole or in part; provided
however, that subject to compliance with applicable federal and state securities
laws, and upon ten (10) business days prior written notice to the Company,
Purchaser may transfer this Warrant in whole (i) to a wholly-owned subsidiary of
Purchaser, (ii) to an entity or corporation that acquires all or substantially
all of the assets of Purchaser, or (iii) to the surviving corporation of a
merger or consolidation of Purchaser. The transfer shall be recorded on the
books of the Company upon the surrender of this Warrant, properly endorsed, to
the Company at its principal offices, and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer.
11. Compliance with the Securities Act; Disposition of Warrant or
Shares.
(a) Compliance with Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant, and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any such Shares except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws. The
certificates representing the Shares issued upon exercise of this Warrant
(unless registered under the Act and any applicable state securities laws) shall
be stamped or imprinted with a legend in substantially the following form:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO
SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL OR
OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER FROM
THE APPROPRIATE GOVERNMENTAL
4
AUTHORITY, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 11
OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR
INDIRECTLY."
Said legend shall be removed by the Company, upon the request of a
holder thereof, at such time as the restrictions on the transfer of the
applicable security shall have terminated. In addition, in connection with the
issuance of this Warrant, Purchaser specifically represents to the Company by
acceptance of this Warrant as follows:
(1) Purchaser is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. Purchaser is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.
(2) Purchaser understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.
(3) Purchaser further understands that this Warrant must
be held indefinitely unless subsequently registered under the Act and qualified
under any applicable state securities laws, or unless exemptions from
registration and qualification are otherwise available. Purchaser is aware of
the provisions of Rule 144, promulgated under the Act.
(4) Purchaser is an "accredited investor" within the
meaning of Rule 501 promulgated under the Act.
(b) Application to Transfers. Each certificate representing the
Shares transferred by a holder hereof shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless such holder provides an opinion of counsel, reasonably acceptable to the
Company, that such legend is not required in order to ensure compliance with
such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
(c) Restriction on Transfer of Shares. Purchaser agrees, for a
period of eighteen (18) months after any Shares have been issued upon exercise
of this Warrant, not to sell, offer for sale, distribute or otherwise transfer
any of such Shares without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion.
12. Successors and Assigns. The terms and provisions of this Warrant and
the Purchase Agreement shall inure to the benefit of, and be binding upon, the
Company and Purchaser and their respective successors and assigns.
13. Notices. All notices required under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile, (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after
5
posting when sent by registered or certified mail. Notices to the Company shall
be sent to the principal office of the Company (or at such other place as the
Company shall notify the holder hereof in writing). Notices to the holder hereof
shall be sent to the address of such holder on the books of the Company (or at
such other place as such holder shall notify the Company hereof in writing).
14. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.
15. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
16. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
17. Governing Law. This Warrant shall be governed by the laws of the
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.
[Remainder of page intentionally left blank.]
6
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
COMPANY
VIASAT, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
PURCHASER
SCIENTIFIC-ATLANTA, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
7
NOTICE OF EXERCISE
To: VIASAT, INC.
The undersigned hereby elects to purchase 12,500 shares of Common Stock
of ViaSat, Inc. pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share of $_____ required under such Warrant accompanying this
notice.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
------------------------------------
By:
---------------------------------
Address:
----------------------------
------------------------------------
Date:
------------------------------
8
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
VIASAT, INC.
12,500 SHARES
(subject to adjustment)
VOID AFTER APRIL 25, 2002
This Warrant is issued to SCIENTIFIC--ATLANTA, INC., a Georgia
corporation ("Purchaser") by VIASAT, INC., a Delaware corporation (the
"Company"), on April 25, 2000 (the "Warrant Issue Date"). This Warrant is issued
pursuant to the terms of that certain Asset Purchase Agreement dated as of
January 18, 2000 between Purchaser and the Company (the "Purchase Agreement") in
connection with the transactions contemplated by the Purchase Agreement.
1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth and set forth in the Purchase Agreement, Purchaser is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in writing), to
purchase from the Company TWELVE THOUSAND FIVE HUNDRED (12,500) fully paid and
nonassessable shares of common stock of the Company, as constituted on the
Warrant Issue Date (the "Common Stock"). The number of shares of Common Stock
issuable pursuant to this Section 1 (the "Shares") shall be subject to
adjustment pursuant to Section 7 hereof.
2. Exercise Price. The purchase price for the Shares shall be equal to
$62.50 per share, as adjusted from time to time pursuant to Section 7 hereof
(the "Exercise Price").
3. Exercise Period. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending at 5:00
p.m. (PST) on April 25, 2002.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, Purchaser may exercise, in whole
or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
9
(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and
(b) the payment in cash or by certified or official bank check
payable to the order of the Company in an amount equal to the aggregate Exercise
Price for the number of Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable), and in any event within thirty (30) days
after the delivery of the items referenced in Section 4 above.
6. Issuance of Shares. The Company covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. Adjustment of Exercise Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant subdivide its
Common Stock, by split or otherwise, or combine its Common Stock, or issue
additional shares of its Common Stock as a dividend, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, but the aggregate Exercise Price for the total
number of Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 7(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) Reclassification, Reorganization and Consolidation. In case
of any reclassification, capital reorganization, or change in the Common Stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 7(a) above), then appropriate provisions shall
be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder hereof, so that such holder shall
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant, the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the holder
hereof immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights
and interest of the holder hereof so that the provisions hereof shall thereafter
be applicable with respect to any shares
10
of stock or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the Exercise Price hereunder, provided
the aggregate Exercise Price shall remain the same.
8. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
9. No Stockholder Rights. Prior to the exercise of this Warrant, the
holder hereof shall not be entitled to any rights of a stockholder with respect
to the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company.
10. Transfers of Warrant. This Warrant and all rights hereunder may not
be sold or transferred by Purchaser either in whole or in part; provided
however, that subject to compliance with applicable federal and state securities
laws, and upon ten (10) business days prior written notice to the Company,
Purchaser may transfer this Warrant in whole (i) to a wholly-owned subsidiary of
Purchaser, (ii) to an entity or corporation that acquires all or substantially
all of the assets of Purchaser, or (iii) to the surviving corporation of a
merger or consolidation of Purchaser. The transfer shall be recorded on the
books of the Company upon the surrender of this Warrant, properly endorsed, to
the Company at its principal offices, and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer.
11. Compliance with the Securities Act; Disposition of Warrant or
Shares.
(a) Compliance with Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant, and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any such Shares except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws. The
certificates representing the Shares issued upon exercise of this Warrant
(unless registered under the Act and any applicable state securities laws) shall
be stamped or imprinted with a legend in substantially the following form:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii)
RECEIPT OF A NO-ACTION LETTER FROM THE APPROPRIATE GOVERNMENTAL
AUTHORITY, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 11 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
ISSUED, DIRECTLY OR INDIRECTLY."
11
Said legend shall be removed by the Company, upon the request of a
holder thereof, at such time as the restrictions on the transfer of the
applicable security shall have terminated. In addition, in connection with the
issuance of this Warrant, Purchaser specifically represents to the Company by
acceptance of this Warrant as follows:
(1) Purchaser is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. Purchaser is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.
(2) Purchaser understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.
(3) Purchaser further understands that this Warrant must
be held indefinitely unless subsequently registered under the Act and qualified
under any applicable state securities laws, or unless exemptions from
registration and qualification are otherwise available. Purchaser is aware of
the provisions of Rule 144, promulgated under the Act.
(4) Purchaser is an "accredited investor" within the
meaning of Rule 501 promulgated under the Act.
(b) Application to Transfers. Each certificate representing the
Shares transferred by a holder hereof shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless such holder provides an opinion of counsel, reasonably acceptable to the
Company, that such legend is not required in order to ensure compliance with
such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
(c) Restriction on Transfer of Shares. Purchaser agrees, for a
period of eighteen (18) months after any Shares have been issued upon exercise
of this Warrant, not to sell, offer for sale, distribute or otherwise transfer
any of such Shares without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion.
12. Successors and Assigns. The terms and provisions of this Warrant and
the Purchase Agreement shall inure to the benefit of, and be binding upon, the
Company and Purchaser and their respective successors and assigns.
13. Notices. All notices required under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile, (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the holder hereof in writing). Notices to the holder hereof shall
be sent to the address of such holder on the
12
books of the Company (or at such other place as such holder shall notify the
Company hereof in writing).
14. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.
15. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
16. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
17. Governing Law. This Warrant shall be governed by the laws of the
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.
[Remainder of page intentionally left blank.]
13
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
COMPANY
VIASAT, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
PURCHASER
SCIENTIFIC-ATLANTA, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
14
NOTICE OF EXERCISE
To: VIASAT, INC.
The undersigned hereby elects to purchase 12,500 shares of Common Stock
of ViaSat, Inc. pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share of $_____ required under such Warrant accompanying this
notice.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
------------------------------------
By:
---------------------------------
Address:
----------------------------
------------------------------------
Date:
------------------------------
15
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
VIASAT, INC.
12,500 SHARES
(subject to adjustment)
VOID AFTER APRIL 25, 2002
This Warrant is issued to SCIENTIFIC--ATLANTA, INC., a Georgia
corporation ("Purchaser") by VIASAT, INC., a Delaware corporation (the
"Company"), on April 25, 2000 (the "Warrant Issue Date"). This Warrant is issued
pursuant to the terms of that certain Asset Purchase Agreement dated as of
January 18, 2000 between Purchaser and the Company (the "Purchase Agreement") in
connection with the transactions contemplated by the Purchase Agreement.
1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth and set forth in the Purchase Agreement, Purchaser is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in writing), to
purchase from the Company TWELVE THOUSAND FIVE HUNDRED (12,500) fully paid and
nonassessable shares of common stock of the Company, as constituted on the
Warrant Issue Date (the "Common Stock"). The number of shares of Common Stock
issuable pursuant to this Section 1 (the "Shares") shall be subject to
adjustment pursuant to Section 7 hereof.
2. Exercise Price. The purchase price for the Shares shall be equal to
$72.50 per share, as adjusted from time to time pursuant to Section 7 hereof
(the "Exercise Price").
3. Exercise Period. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending at 5:00
p.m. (PST) on April 25, 2002.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, Purchaser may exercise, in whole
or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
16
(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and
(b) the payment in cash or by certified or official bank check
payable to the order of the Company in an amount equal to the aggregate Exercise
Price for the number of Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable), and in any event within thirty (30) days
after the delivery of the items referenced in Section 4 above.
6. Issuance of Shares. The Company covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. Adjustment of Exercise Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant subdivide its
Common Stock, by split or otherwise, or combine its Common Stock, or issue
additional shares of its Common Stock as a dividend, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, but the aggregate Exercise Price for the total
number of Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 7(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) Reclassification, Reorganization and Consolidation. In case
of any reclassification, capital reorganization, or change in the Common Stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 7(a) above), then appropriate provisions shall
be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder hereof, so that such holder shall
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant, the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the holder
hereof immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights
and interest of the holder hereof so that the provisions hereof shall thereafter
be applicable with respect to any shares
17
of stock or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the Exercise Price hereunder, provided
the aggregate Exercise Price shall remain the same.
8. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
9. No Stockholder Rights. Prior to the exercise of this Warrant, the
holder hereof shall not be entitled to any rights of a stockholder with respect
to the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company.
10. Transfers of Warrant. This Warrant and all rights hereunder may not
be sold or transferred by Purchaser either in whole or in part; provided
however, that subject to compliance with applicable federal and state securities
laws, and upon ten (10) business days prior written notice to the Company,
Purchaser may transfer this Warrant in whole (i) to a wholly-owned subsidiary of
Purchaser, (ii) to an entity or corporation that acquires all or substantially
all of the assets of Purchaser, or (iii) to the surviving corporation of a
merger or consolidation of Purchaser. The transfer shall be recorded on the
books of the Company upon the surrender of this Warrant, properly endorsed, to
the Company at its principal offices, and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer.
11. Compliance with the Securities Act; Disposition of Warrant or
Shares.
(a) Compliance with Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant, and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any such Shares except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws. The
certificates representing the Shares issued upon exercise of this Warrant
(unless registered under the Act and any applicable state securities laws) shall
be stamped or imprinted with a legend in substantially the following form:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii)
RECEIPT OF A NO-ACTION LETTER FROM THE APPROPRIATE GOVERNMENTAL
AUTHORITY, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 11 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
ISSUED, DIRECTLY OR INDIRECTLY."
18
Said legend shall be removed by the Company, upon the request of a
holder thereof, at such time as the restrictions on the transfer of the
applicable security shall have terminated. In addition, in connection with the
issuance of this Warrant, Purchaser specifically represents to the Company by
acceptance of this Warrant as follows:
(1) Purchaser is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. Purchaser is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.
(2) Purchaser understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.
(3) Purchaser further understands that this Warrant must
be held indefinitely unless subsequently registered under the Act and qualified
under any applicable state securities laws, or unless exemptions from
registration and qualification are otherwise available. Purchaser is aware of
the provisions of Rule 144, promulgated under the Act.
(4) Purchaser is an "accredited investor" within the
meaning of Rule 501 promulgated under the Act.
(b) Application to Transfers. Each certificate representing the
Shares transferred by a holder hereof shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless such holder provides an opinion of counsel, reasonably acceptable to the
Company, that such legend is not required in order to ensure compliance with
such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
(c) Restriction on Transfer of Shares. Purchaser agrees, for a
period of eighteen (18) months after any Shares have been issued upon exercise
of this Warrant, not to sell, offer for sale, distribute or otherwise transfer
any of such Shares without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion.
12. Successors and Assigns. The terms and provisions of this Warrant and
the Purchase Agreement shall inure to the benefit of, and be binding upon, the
Company and Purchaser and their respective successors and assigns.
13. Notices. All notices required under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile, (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the holder hereof in writing). Notices to the holder hereof shall
be sent to the address of such holder on the
19
books of the Company (or at such other place as such holder shall notify the
Company hereof in writing).
14. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.
15. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
16. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
17. Governing Law. This Warrant shall be governed by the laws of the
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.
[Remainder of page intentionally left blank.]
20
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
COMPANY
VIASAT, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
PURCHASER
SCIENTIFIC-ATLANTA, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
21
NOTICE OF EXERCISE
To: VIASAT, INC.
The undersigned hereby elects to purchase 12,500 shares of Common Stock
of ViaSat, Inc. pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share of $_____ required under such Warrant accompanying this
notice.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
------------------------------------
By:
---------------------------------
Address:
----------------------------
------------------------------------
Date:
------------------------------
22
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
VIASAT, INC.
12,500 SHARES
(subject to adjustment)
VOID AFTER APRIL 25, 2002
This Warrant is issued to SCIENTIFIC--ATLANTA, INC., a Georgia
corporation ("Purchaser") by VIASAT, INC., a Delaware corporation (the
"Company"), on April 25, 2000 (the "Warrant Issue Date"). This Warrant is issued
pursuant to the terms of that certain Asset Purchase Agreement dated as of
January 18, 2000 between Purchaser and the Company (the "Purchase Agreement") in
connection with the transactions contemplated by the Purchase Agreement.
1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth and set forth in the Purchase Agreement, Purchaser is entitled, upon
surrender of this Warrant at the principal office of the Company (or at such
other place as the Company shall notify the holder hereof in writing), to
purchase from the Company TWELVE THOUSAND FIVE HUNDRED (12,500) fully paid and
nonassessable shares of common stock of the Company, as constituted on the
Warrant Issue Date (the "Common Stock"). The number of shares of Common Stock
issuable pursuant to this Section 1 (the "Shares") shall be subject to
adjustment pursuant to Section 7 hereof.
2. Exercise Price. The purchase price for the Shares shall be equal to
$82.50 per share, as adjusted from time to time pursuant to Section 7 hereof
(the "Exercise Price").
3. Exercise Period. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending at 5:00
p.m. (PST) on April 25, 2002.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, Purchaser may exercise, in whole
or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
23
(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and
(b) the payment in cash or by certified or official bank check
payable to the order of the Company in an amount equal to the aggregate Exercise
Price for the number of Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter (with appropriate
restrictive legends, if applicable), and in any event within thirty (30) days
after the delivery of the items referenced in Section 4 above.
6. Issuance of Shares. The Company covenants that the Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. Adjustment of Exercise Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the
Company shall at any time prior to the expiration of this Warrant subdivide its
Common Stock, by split or otherwise, or combine its Common Stock, or issue
additional shares of its Common Stock as a dividend, the number of Shares
issuable on the exercise of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the Exercise Price, but the aggregate Exercise Price for the total
number of Shares purchasable under this Warrant (as adjusted) shall remain the
same. Any adjustment under this Section 7(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) Reclassification, Reorganization and Consolidation. In case
of any reclassification, capital reorganization, or change in the Common Stock
of the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 7(a) above), then appropriate provisions shall
be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holder hereof, so that such holder shall
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant, the
kind and amount of shares of stock and other securities and property receivable
in connection with such reclassification, reorganization, or change by a holder
of the same number of shares of Common Stock as were purchasable by the holder
hereof immediately prior to such reclassification, reorganization, or change. In
any such case appropriate provisions shall be made with respect to the rights
and interest of the holder hereof so that the provisions hereof shall thereafter
be applicable with respect to any shares
24
of stock or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the Exercise Price hereunder, provided
the aggregate Exercise Price shall remain the same.
8. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
9. No Stockholder Rights. Prior to the exercise of this Warrant, the
holder hereof shall not be entitled to any rights of a stockholder with respect
to the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company.
10. Transfers of Warrant. This Warrant and all rights hereunder may not
be sold or transferred by Purchaser either in whole or in part; provided
however, that subject to compliance with applicable federal and state securities
laws, and upon ten (10) business days prior written notice to the Company,
Purchaser may transfer this Warrant in whole (i) to a wholly-owned subsidiary of
Purchaser, (ii) to an entity or corporation that acquires all or substantially
all of the assets of Purchaser, or (iii) to the surviving corporation of a
merger or consolidation of Purchaser. The transfer shall be recorded on the
books of the Company upon the surrender of this Warrant, properly endorsed, to
the Company at its principal offices, and the payment to the Company of all
transfer taxes and other governmental charges imposed on such transfer.
11. Compliance with the Securities Act; Disposition of Warrant or
Shares.
(a) Compliance with Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant, and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant or any such Shares except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws. The
certificates representing the Shares issued upon exercise of this Warrant
(unless registered under the Act and any applicable state securities laws) shall
be stamped or imprinted with a legend in substantially the following form:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii)
RECEIPT OF A NO-ACTION LETTER FROM THE APPROPRIATE GOVERNMENTAL
AUTHORITY, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF
SECTION 11 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE
ISSUED, DIRECTLY OR INDIRECTLY."
25
Said legend shall be removed by the Company, upon the request of a
holder thereof, at such time as the restrictions on the transfer of the
applicable security shall have terminated. In addition, in connection with the
issuance of this Warrant, Purchaser specifically represents to the Company by
acceptance of this Warrant as follows:
(1) Purchaser is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. Purchaser is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.
(2) Purchaser understands that this Warrant has not been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.
(3) Purchaser further understands that this Warrant must
be held indefinitely unless subsequently registered under the Act and qualified
under any applicable state securities laws, or unless exemptions from
registration and qualification are otherwise available. Purchaser is aware of
the provisions of Rule 144, promulgated under the Act.
(4) Purchaser is an "accredited investor" within the
meaning of Rule 501 promulgated under the Act.
(b) Application to Transfers. Each certificate representing the
Shares transferred by a holder hereof shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless such holder provides an opinion of counsel, reasonably acceptable to the
Company, that such legend is not required in order to ensure compliance with
such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
(c) Restriction on Transfer of Shares. Purchaser agrees, for a
period of eighteen (18) months after any Shares have been issued upon exercise
of this Warrant, not to sell, offer for sale, distribute or otherwise transfer
any of such Shares without the prior written consent of the Company, which
consent may be withheld in the Company's sole discretion.
12. Successors and Assigns. The terms and provisions of this Warrant and
the Purchase Agreement shall inure to the benefit of, and be binding upon, the
Company and Purchaser and their respective successors and assigns.
13. Notices. All notices required under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal delivery, (ii) upon
confirmation receipt that the communication was successfully sent to the
applicable number if sent by facsimile, (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the holder hereof in writing). Notices to the holder hereof shall
be sent to the address of such holder on the
26
books of the Company (or at such other place as such holder shall notify the
Company hereof in writing).
14. Attorneys' Fees. If any action of law or equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.
15. Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
16. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
17. Governing Law. This Warrant shall be governed by the laws of the
State of California as applied to agreements among California residents made and
to be performed entirely within the State of California.
[Remainder of page intentionally left blank.]
27
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
COMPANY
VIASAT, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
PURCHASER
SCIENTIFIC-ATLANTA, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
28
NOTICE OF EXERCISE
To: VIASAT, INC.
The undersigned hereby elects to purchase 12,500 shares of Common Stock
of ViaSat, Inc. pursuant to the terms of the attached Warrant and payment of the
Exercise Price per share of $_____ required under such Warrant accompanying this
notice.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
------------------------------------
By:
---------------------------------
Address:
----------------------------
------------------------------------
Date:
------------------------------
