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EXHIBIT 4.2
FORM OF
WARRANT
TO PURCHASE 230,000 SHARES OF
COMMON STOCK OF
NHANCEMENT TECHNOLOGIES INC.
THIS CERTIFIES THAT, for consideration received of $100.00,
Xxxxxxxxx Xxxx & Co., Inc. (the "Representative"), or its registered assigns,
is entitled to subscribe for and purchase from NHancement Technologies Inc., a
Delaware corporation (the "Company"), at any time after _______, 1998 (one year
after the Effective Date as defined in the Underwriting Agreement), and prior
to ________, 2002 (five years after the Effective Date), subject to earlier
termination, up to and including 230,000 fully paid and nonassessable shares of
the Common Stock of the Company at a price equal to 120% of the public offering
price per share of shares offered in the Company's initial public offering (the
"Warrant Exercise Price") pursuant to an Underwriting Agreement dated ________,
1997 by and among the Company, the Representative and Xxxxx X. Xxxxxxxxx,
subject to the anti-dilution provisions, and to the provisions of Section 10,
of this Warrant. The shares which may be acquired upon exercise of this
Warrant are referred to herein as the "Warrant Shares"; provided, however,
that, for the purpose of Section 8 hereof, the term "Warrant Shares" shall not
include any shares acquired upon the exercise of this Warrant which have been
sold in the public markets or which may be freely sold or transferred without
registration under the Securities Act of 1933, as amended (the "1933 Act"),
without regard to any legal limitation on the volume of shares so traded or
transferred. As used herein, the term "Holder" means the Representative, any
party who acquires all or a part of this Warrant as a registered transferee of
the Representative, or any record holder or holders of the Warrant Shares
issued upon exercise, whether in whole or in part, of the Warrant; and the term
"Common Stock" means and includes the Company's presently authorized common
stock, $.01 par value per share, and shall also include any capital stock of
any class of the Company hereafter authorized which shall not be limited to a
fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of the Company.
This Warrant is subject to the following provisions, terms and
conditions:
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1. Exercise; Transferability.
(a) The rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a
fractional share of Common Stock), by written notice of exercise (in
the form attached hereto) delivered to the Company at the principal
office of the Company prior to the expiration of this Warrant and
accompanied or preceded by the surrender of this Warrant, along with a
check in payment of the Warrant Exercise Price for such shares or
without payment of cash pursuant to Section 10 hereof.
(b) This Warrant may not be sold, assigned, hypothecated,
or otherwise transferred, other than by will or pursuant to the
operation of law, except after __________, 1998 (one year after the
Effective Date as defined in the Underwriting Agreement), this Warrant
may be transferred to a person who is an officer, director,
shareholder, employee or registered representative of the
Representative. Further, this Warrant may not be sold, transferred,
assigned, hypothecated or divided into two or more Warrants of smaller
denominations, nor may any Warrant Shares issued pursuant to exercise
of this Warrant be transferred, except as provided in Section 7
hereof. Notwithstanding anything herein to the contrary, this Warrant
will expire 30 days after a sale or transfer in accordance with
Section 7(c) hereof.
2. Exchange and Replacement.
Subject to Sections 1 and 7 hereof, this Warrant is
exchangeable upon the surrender hereof by the Holder to the Company at its
principal office for new Warrants of like tenor representing in the aggregate
the right to purchase the number of Warrant Shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of Warrant
Shares (not to exceed the aggregate total number of Warrant Shares purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and, upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant;
provided, however, that if the Representative shall be such Holder, an
agreement of indemnity by such Holder shall be sufficient for all purposes of
this Section 2. This Warrant shall be promptly canceled by the Company upon
the surrender hereof in connection with any exchange or replacement. Except as
set forth in this Section 2, the Company shall pay all expenses, taxes (other
than stock transfer taxes) and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 2.
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3. Issuance of the Warrant Shares.
(a) The Company agrees that the shares of Common Stock
purchased hereby shall be and are deemed to be issued to the Holder as
of the close of business on the date on which this Warrant shall have
been surrendered, with a properly completed notice of exercise, and
the payment made for such Warrant Shares as aforesaid. Subject to the
provisions of the next section, certificates for the Warrant Shares so
purchased shall be delivered to the Holder within a reasonable time,
not exceeding fifteen (15) days after the rights represented by this
Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the right to purchase the number
of Warrant Shares, if any, with respect to which this Warrant shall
not then have been exercised shall also be delivered to the Holder
within such time.
(b) Notwithstanding the foregoing, however, the Company
shall not be required to deliver any certificate for Warrant Shares
upon exercise of this Warrant except in accordance with exemptions
from the applicable securities registration requirements or
registrations under applicable securities laws. Nothing herein,
however, shall obligate the Company to effect registrations under
federal or state securities laws, except as provided in Section 9. If
registrations are not in effect and if exemptions are not available
when the Holder seeks to exercise the Warrant, the Warrant exercise
period will be extended, if need be, to prevent the Warrant from
expiring, until such time as either registrations become effective or
exemptions become available, and the Warrant shall then remain
exercisable for a period of at least 45 calendar days after the date
the Company delivers to the Holder written notice of the availability
of such registrations or exemptions. The Holder agrees to execute
such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemptions
relied upon by the Company or the registrations made for the issuance
of the Warrant Shares.
4. Covenants of the Company.
The Company covenants and agrees that all Warrant Shares will,
upon issuance, be duly authorized and issued, fully paid, nonassessable and
free from all taxes, liens, claims and charges with respect to the issue
thereof. The Company further covenants and agrees that, during the period
within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant
a sufficient number of shares of Common Stock to provide for the exercise of
the rights represented by this Warrant.
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5. Anti-dilution Adjustments.
The provisions of this Warrant are subject to adjustment as
provided in this Section 5.
(a) The Warrant Exercise Price shall be adjusted from
time to time such that, in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the
Company payable in Common Stock or securities convertible
into Common Stock;
(ii) subdivide its then outstanding shares of Common
Stock into a greater number of shares; or
(iii) combine outstanding shares of Common Stock, by
reclassification or otherwise;
then, in any such event, the Warrant Exercise Price in effect
immediately prior to such event shall (until adjusted again pursuant
hereto) be adjusted immediately after such event to a price determined
by dividing (a) the total number of shares of Common Stock outstanding
immediately prior to such event (including the maximum number of
shares of Common Stock issuable in respect of any securities
convertible into Common Stock), multiplied by the then existing
Warrant Exercise Price, by (b) the total number of shares of Common
Stock outstanding immediately after such event (including the maximum
number of shares of Common Stock issuable in respect of any securities
convertible into Common Stock), and the resulting quotient shall be
the adjusted Warrant Exercise Price per share. An adjustment made
pursuant to this subsection shall become effective immediately after
the record date, in the case of a dividend or distribution, and shall
become effective immediately after the effective date, in the case of
a subdivision, combination or reclassification. If, as a result of an
adjustment made pursuant to this subsection, the Holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common
Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive) shall determine the
allocation of the adjusted Warrant Exercise Price between or among
shares of such classes of capital stock or shares of Common Stock and
other capital stock. All calculations under this subsection shall be
made to the nearest cent. In the event that, at any time as a result
of an adjustment made pursuant to this subsection, the holder of any
Warrant thereafter surrendered for exercise shall become entitled to
receive any shares of the Company other than shares of Common Stock,
the Warrant Exercise Price of
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such other shares so receivable upon exercise of any Warrant shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to
Common Stock contained in this Section.
(b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 5(a) above, the Holder of each Warrant shall thereafter (until
another such adjustment) be entitled to purchase, at the adjusted
Warrant Exercise Price, the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares
specified in such Warrant (as adjusted as a result of all adjustments
in the Warrant Exercise Price in effect prior to such adjustment) by
the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise
Price.
(c) In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation in which the
Company is the continuing corporation, or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third
corporation into the Company), there shall be no adjustment under
subsection (a) of this Section above, but the Holder of each Warrant
then outstanding shall have the right thereafter to convert such
Warrant into the kind and amount of shares of stock and other
securities and property which he would have owned or have been
entitled to receive immediately after such consolidation, merger,
statutory exchange, sale, or conveyance had such Warrant been
converted immediately prior to the effective date of such
consolidation, merger, statutory exchange, sale or conveyance, and, in
any such case, if necessary, appropriate adjustment shall be made in
the application of the provisions set forth in this Section with
respect to the rights and interests thereafter of any Holders of the
Warrant, to the end that the provisions set forth in this Section
shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock and other securities
and property thereafter deliverable on the exercise of the Warrant.
The provisions of this subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price,
then and in each such case, the Company shall give written notice
thereof, by first-class mail, postage prepaid, addressed to the Holder
as shown on the books of the Company, which notice shall state the
Warrant Exercise Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares of Common Stock
purchasable at such adjusted Warrant Exercise Price upon
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the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
6. No Voting Rights.
This Warrant shall not entitle the Holder to any voting rights
or other rights as a shareholder of the Company.
7. Notice of Transfer of Warrant or Resale of the Warrant Shares.
(a) Subject to the sale, assignment, hypothecation or
other transfer restriction set forth in Section 1 hereof, the Holder,
by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Warrant Shares of
such Xxxxxx's intention to do so, describing briefly the manner of any
proposed transfer. Promptly upon receiving such written notice, the
Company shall present copies thereof to the Company's counsel and to
counsel to the original purchaser of this Warrant. If, in the opinion
of each such counsel, the proposed transfer may be effected without
registration or qualification (under any federal or state securities
laws), the Company, as promptly as practicable, shall notify the
Holder of such opinion, whereupon the Holder shall be entitled to
transfer this Warrant or to dispose of Warrant Shares received upon
the previous exercise of this Warrant, all in accordance with the
terms of the notice delivered by the Holder to the Company, provided
that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares respecting restrictions upon
transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers which would
be in violation of Section 5 of the 1933 Act and applicable state
securities laws, and provided further that the prospective transferee
or purchaser shall execute such documents and make such
representations, warranties and agreements as may be required solely
to comply with the exemptions relied upon by the Company for the
transfer or disposition of the Warrant or Warrant Shares.
(b) If, in the opinion of either of the counsel referred
to in this Section 7, the proposed transfer or disposition of this
Warrant or such Warrant Shares described in the written notice given
pursuant to this Section 7 may not be effected without registration or
qualification of this Warrant or such Warrant Shares, the Company
shall promptly give written notice thereof to the Holder, and the
Holder will limit its activities in respect to this Warrant or such
Warrant shares to such activities as, in the opinion of both such
counsel, are permitted by law.
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(c) Notwithstanding anything herein to the contrary, this
Warrant shall expire 30 days after the sale or transfer hereof to any
party who is not identified as (i) an officer of the Representative or
(ii) an Underwriter or its designee in the Underwriting Agreement.
8. Fractional Shares.
Fractional shares shall not be issued upon the exercise of
this Warrant, but in any case where the Holder would, except for the provisions
of this Section, be entitled under the terms hereof to receive a fractional
share, the Company shall, upon the exercise of this Warrant for the largest
number of whole shares then called for, pay a sum in cash equal to the sum of
(a) the excess, if any, of the Market Price on the date of exercise of such
fractional share over the proportional part of the Warrant Exercise Price
represented by such fractional share, plus (b) the proportional part of the
Warrant Exercise Price represented by such fractional share. For purposes of
this Section, the term "Market Price" as of a particular date with respect to
shares of Common Stock of any class or series means the last reported sale
price on such date or, if none, the average of the last reported closing bid
and asked prices on any national securities exchange or quoted in the National
Association of Securities Dealers, Inc.'s Automated Quotations System
("Nasdaq"), or if not listed on a national securities exchange or quoted in
Nasdaq, the average of the last reported closing bid and asked prices as
reported by any over-the-counter exchange on which the shares of Common Stock
are traded.
9. Registration Rights.
(a) If at any time after _________, 1998, and prior to
________, 2002 (five years after the Effective Date as defined in the
Underwriting Agreement), the Company proposes to register under the
1933 Act (except by a Form S-4 or Form S-8 Registration Statement or
any successor forms thereto or such other form as would not allow the
registration of such shares) or qualify for a public distribution
under Section 3(b) of the 1933 Act, any of its equity securities or
debt with equity features, it will give written notice to all Holders
of this Warrant, any Warrants issued pursuant to Section 2 and/or
Section 3(a) hereof and any Warrant Shares of its intention to do so
and, on the written request of any such Holder given within twenty
(20) days after receipt of any such notice (which request shall
specify the interest in the Warrant Shares intended to be sold or
disposed of by such Holder and describe the nature of any proposed
sale or other disposition thereof), the Company will use its best
efforts to cause all such Warrant Shares, the Holders of which shall
have requested the registration or qualification thereof, to be
included in such registration statement proposed to be filed by the
Company; provided, however, that if a greater number of Warrant Shares
is offered for participation in the proposed offering than, in the
reasonable
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opinion of the managing underwriter of the proposed offering, can be
accommodated without adversely affecting the proposed offering, then
the amount of Warrant Shares proposed to be offered by such Holders
for registration, as well as the number of securities of any other
selling shareholders participating in the registration, shall be
proportionately reduced to a number deemed satisfactory by the
managing underwriter.
(b) On a one-time basis during the four-year period,
commencing __________, 1998 (one year after the Effective Date as
defined in the Underwriting Agreement), upon request by the Holder or
Holders of a majority in interest of this Warrant, of any Warrants
issued pursuant to Section 2 and/or Section 3(a) hereof, and of any
Warrant Shares, the Company will promptly, and, in no event, no later
than 30 days after such request, take all necessary steps to register
on Form S-3 under the 1933 Act (if such Form is then available to the
Company) and the securities laws of such states as the Holders may
reasonably request, the number of Warrant Shares issued and to be
issued upon exercise of the Warrants requested by such Holders in
their request to the Company. The Company shall keep effective and
maintain any registration, qualification, notification or approval
specified in this subparagraph (b) for such period (not to exceed 9
months) as may be reasonably necessary for such Holder or Holders of
such Warrant Shares to dispose thereof and from time to time shall
amend or supplement the prospectus used in connection therewith to the
extent necessary in order to comply with applicable law.
(c) With respect to each inclusion of securities in a
registration statement pursuant to this Section 9, the Company shall
bear the following fees, costs, and expenses: all registration, filing
and NASD fees, Nasdaq fees, printing expenses, fees and disbursements
of counsel and accountants for the Company, fees and disbursements of
counsel for the underwriter or underwriters of such securities (if the
offering is underwritten and the Company is otherwise required to bear
such fees and disbursements), all internal expenses, the premiums and
other costs of policies of insurance against liability arising out of
the public offering and legal fees and disbursements and other
expenses of complying with state securities laws of any jurisdictions
in which the securities to be offered are to be registered or
qualified. Fees and disbursements of special counsel and accountants
for the selling Holders, underwriting discounts and commissions,
transfer taxes for selling Holders and any other expenses relating to
the sale of securities by the selling Holders not expressly included
above shall be borne by the selling Holders.
(d) The Company hereby indemnifies each of the Holders of
any Warrant Shares included in any such registration, and the officers
and
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directors, if any, who control such Holders, within the meaning of
Section 15 of the 1933 Act, against all losses, claims, damages, and
liabilities caused by (1) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement
or Prospectus (and as amended or supplemented if the Company shall
have furnished any amendments thereof or supplements thereto), any
Preliminary Prospectus or any state securities law filings; (2) any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, or
liabilities are caused by any untrue statement or omission contained
in information furnished in writing to the Company by such Holder or
any underwriter expressly for use therein; and each such Holder by its
acceptance hereof severally agrees that it will indemnify and hold
harmless the Company, each of its directors, each of its officers who
signs such Registration Statement, and each person, if any, who
controls the Company, within the meaning of Section 15 of the 1933
Act, with respect to losses, claims, damages, or liabilities which are
caused by any untrue statement or omission contained in information
furnished in writing to the Company by such Holder expressly for use
therein.
10. Additional Right to Convert Warrant.
(a) The Holder of this Warrant shall have the right to
require the Company to convert this Warrant (the "Conversion Right")
at any time after it is exercisable, but prior to its expiration, into
shares of Company Common Stock as provided for in this Section 10.
Upon exercise of the Conversion Right, the Company shall deliver to
the Holder (without payment by the Holder of any Warrant Exercise
Price) that number of shares of Company Common Stock equal to the
quotient obtained by dividing (x) the value of the Warrant at the time
the Conversion Right is exercised (determined by subtracting the
Warrant Exercise Price for a Warrant Share in effect immediately prior
to the exercise of the Conversion Right from the Fair Market Value of
a Warrant Share immediately prior to the date of the exercise of the
Conversion Right and multiplying that number by the number of Warrant
Shares for which the Conversion Right is being exercised) by (y) the
Fair Market Value of a Warrant Share immediately prior to the exercise
of the Conversion Right.
(b) The Conversion Right may be exercised by the Holder,
at any time or from time to time, prior to the expiration of the
Warrant, on any business day by delivering a written notice in the
form attached hereto (the "Conversion Notice") to the Company at the
offices of the Company stating that the Holder desires to exercise the
Conversion Right and specifying (i) the total number of shares with
respect to which the Conversion Right is being
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exercised and (ii) a place and date not less than five or more than 20
business days from the date of the Conversion Notice for the closing
of such purchase.
(c) At any closing under Section 10(b) hereof, (i) the
Holder will surrender the Warrant and (ii) the Company will deliver to
the Holder (A) a certificate or certificates for the number of shares
of Company Common Stock issuable upon such conversion, together with
cash, in lieu of any fraction of a share and (B) a new warrant
representing the number of shares, if any, with respect to which the
Warrant shall not have been exercised.
(d) For purposes of this Section 10, Fair Market Value of
a Warrant Share as of a particular date (the "Determination Date")
shall mean:
(i) If the Company's Common Stock is traded on an
exchange or is quoted on Nasdaq, then the average closing or
last sale prices, respectively, reported for the ten (10)
business days immediately preceding the Determination Date,
and
(ii) If the Company's Common Stock is not traded
on an exchange or on Nasdaq but is traded on the
over-the-counter market, then the average closing bid and
asked prices reported for the ten (10) business days
immediately preceding the Determination Date.
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IN WITNESS WHEREOF, NHancement Technologies Inc. has caused
this Warrant to be signed by its duly authorized officer and this Warrant to be
dated as of _________, 1997.
NHANCEMENT TECHNOLOGIES
INC.
___________________________
By: Xxxxxx X. Xxxx
Chairman, President,
Chief Executive Officer
and Director
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NHANCEMENT TECHNOLOGIES INC.
WARRANT EXERCISE
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the Warrant to purchase ______
shares of the Common Stock of NHancement Technologies Inc. hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, _______ shares of the Common Stock of NHancement
Technologies Inc., to which such Warrant relates and herewith makes payment of
$____________ therefor in cash or by certified or cashier's check and requests
that the certificates for such shares be issued in the name of, and be
delivered to _______________________, whose address is set forth below the
signature of the undersigned. If said number of shares shall not be all the
shares purchasable under the Warrant, a new warrant is to be issued in the name
of the undersigned for the balance remaining of the shares purchasable
thereunder.
Name of Warrant Holder:
________________________
(Please print)
Address of Warrant Holder:
________________________
________________________
Tax Identification No. or Social
Security No. of Warrant Holder:
________________________
Signature: ________________
NOTE: The above signature should
correspond exactly with the name of
the Warrant Holder as it appears on
the first page of the Warrant or on
a duly executed Warrant Assignment
Dated: ___________________
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NHANCEMENT TECHNOLOGIES INC.
WARRANT ASSIGNMENT
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________, the assignee, whose address is
________________________________________________________________________________
__________, and whose tax identification or social security number is
__________________________, the right represented by the Warrant to purchase
_____ shares of the Common Stock of NHancement Technologies Inc., to which the
foregoing Warrant relates and appoints ________ attorney to transfer said right
on the books of NHancement Technologies Inc., with full power of substitution
in the premises. If said number of shares shall not be all the shares
purchasable under the Warrant, a new warrant is to be issued in the name of the
undersigned for the balance remaining of the shares purchasable thereunder.
The holder of the Warrant and the transferee understand that certain transfers
of the Warrant may accelerate the termination date hereof.
Name of Warrant Holder:
________________________
(Please print)
Address of Warrant Holder:
________________________
________________________
Tax Identification No. or Social
Security No. of Warrant Holder:
________________________
Signature ________________
NOTE: The above signature should
correspond exactly with the name of
the Warrant Holder as it appears on
the first page of the Warrant or on
a duly executed Warrant Assignment
Dated: ____________________
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NHANCEMENT TECHNOLOGIES INC.
CONVERSION NOTICE
(To be executed only upon conversion of Warrant pursuant to Section 10)
The undersigned hereby irrevocably elects to exercise the Conversion
Right as provided for in Section 10 of the foregoing Warrant, with respect to
_________ of the previously unexercised shares, which shall result pursuant to
the conversion provisions of Section 10 in the purchase thereunder of
___________ shares of Common Stock of NHancement Technologies Inc., and
herewith tenders the Warrant in full payment for the purchased shares, as
provided for in Section 10 of the foregoing Warrant. If said number of shares
shall not be all the shares purchasable under the Warrant, a new warrant is to
be issued in the name of the undersigned for the remaining balance of the
unexercised shares.
Please issue a certificate or certificates for such Common Stock in
the name of, and pay any cash for any fractional share, to:
Name of Warrant Holder:
________________________
(Please print)
Address of Warrant Holder:
________________________
________________________
Tax Identification No. or Social
Security No. of Warrant Holder:
________________________
Signature ________________
NOTE: The above signature should
correspond exactly with the name of
the Warrant Holder as it appears on
the first page of the Warrant or on
a duly executed Warrant Assignment
Dated: ____________________
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