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EXHIBIT 10.3
MODIFICATION AND LEASE EXTENSION AGREEMENT
This MODIFICATION AND LEASE EXTENSION AGREEMENT ("Agreement") made and
entered into this first day of April, 1996 by and between ▇▇▇▇▇▇▇▇ ▇. GAMER,
individually, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, hereinafter "Lessor" and
CLEWISTON NATIONAL BANK, a National Banking Association existing under the laws
of the United States of America, hereinafter "Lessee," with both Lessor and
Lessee sometimes being collectively referred to as the "Parties."
W I T N E S S E T H:
WHEREAS, ▇▇▇▇ ▇. GAMER, predecessor in interest to ▇▇▇▇▇▇▇▇ ▇. GAMER and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, entered a certain written Lease dated April 1, 1981 between
▇▇▇▇ ▇. GAMER and CLEWISTON NATIONAL BANK, a true copy of which is attached
hereto and incorporated herein by reference as EXHIBIT "A", hereinafter the
"Original Lease," for the Lease premises described therein and;
WHEREAS, the Parties are desirous of modifying the Original Lease and
have mutually agreed to modify the terms thereof in the manner hereafter stated
and upon the terms and conditions hereafter set forth.
NOW, THEREFORE, for value received and in consideration of the mutual
covenants herein contained and in consideration of the sum of Ten Dollars
($10.00) this day paid by each of the Parties to the other, the receipt and
sufficiency of which is acknowledged, the Parties mutually covenant and agree as
follows:
20. All matters hereinabove are true and correct.
21. Provided that the Lessee executes this instrument, all rental
obligations under the Original Lease shall be satisfied as of March 31, 1996 and
Lessee has no obligation for any unpaid rents accruing prior to March 31, 1996.
22. Effective April 1, 1996, the monthly rent payable by Lessor to
Lessee shall be ONE THOUSAND ONE HUNDRED AND NO/100 ($1,100.00) DOLLARS per
month, plus applicable sales and use tax as imposed by any governmental
authority. The current monthly rental installment of ONE THOUSAND ONE HUNDRED
SEVENTY-SEVEN ($1,177.00) DOLLARS, inclusive of applicable tax, shall be made
current upon the execution hereof with Lessee paying the balance of TWO HUNDRED
FOURTEEN AND NO/100 ($214.00) DOLLARS on account of the monthly rental
installment owed for April 1, 1996. The rent payable by Lessor to Lessee shall
be a fixed rent during the Lease term from April 1, 1996 up to and including
March 31, 20001 and there shall be no consumer price increase applicable or
payable. In addition, Lessee shall pay the real property and drainage taxes and
provide insurance as well as perform all other covenants and undertakings
contained in the Original Lease.
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23. As additional consideration for the execution of this Agreement,
Lessee agrees that the obligations created hereby shall be expressly assumed by
any successor of Lessee, by merger or otherwise, to ensure that Lessor gets the
benefit of the five (5) year term herein granted to Lessee upon the terms and
conditions herein stipulated.
24. All rent payable and notices given under this Lease to Lessor
shall be at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
25. Lessor and Lessee reaffirm all of the obligations set forth in the
Original Lease, except to the extent herein modified and agree to perform each
and all of the covenants, agreements and obligations in the Original Lease.
26. Except as specifically set forth and provided herein, each and
every one of the terms, conditions, covenants and stipulations of the Original
Lease shall remain in full force and effect.
27. This instrument may be executed in one or more counterparts, each
one of which shall be deemed an original. This instrument shall bind the Parties
and inure to the benefit of their heirs, personal representatives, and assigns.
IN WITNESS THEREOF, the Parties by these presents have executed this
Agreement by subscribing their names and affixing their seal the date and year
first above written.
TWO WITNESSES REQUIRED AS
TO EACH:
/s/ ▇▇▇▇▇▇▇▇ ▇. Gamer
-------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇. Gamer
--------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
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CLEWISTON NATIONAL BANK
--------------------------------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ---------------------------
President
STATE OF FLORIDA )
SS.:
COUNTY OF PALM BEACH )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇▇▇ ▇.
GAMER who is personally known to me or has produced Florida Driver's License No.
______________ as identification and who did (did not) take an oath and, after
being duly cautioned and sworn, deposes and says that the information contained
in the above MODIFICATION AND LEASE EXTENSION AGREEMENT is true and correct to
the best of his knowledge and belief.
Sworn to and subscribed before me this 25th day of April, 1996.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Notary Public
State of Florida
My commission expires:
My commission number:
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STATE OF OREGON )
SS.:
COUNTY OF CLACKAMAS )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ who is personally known to me or has produced Oregon Driver's License No.
▇▇▇▇▇▇▇ as identification and who did (did not) take an oath and, after being
duly cautioned and sworn, deposes and says that the information contained in the
above MODIFICATION AND LEASE EXTENSION AGREEMENT is true and correct to the best
of his knowledge and belief.
Sworn to and subscribed before me this 2nd day of May, 1996.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Notary Public
State of Oregon
My commission expires:
My commission number:
STATE OF FLORIDA )
SS.:
COUNTY OF ▇▇▇▇▇▇ )
BEFORE ME, the undersigned authority, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇,
President of CLEWISTON NATIONAL BANK who is personally known to me or has
produced Florida Driver's License No. ______________ as identification and who
did (did not) take an oath and, after being duly cautioned and sworn, deposes
and says that the information contained in the above MODIFICATION AND LEASE
EXTENSION AGREEMENT is true and correct to the best of his knowledge and belief.
Sworn to and subscribed before me this 12th day of June, 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------
Notary Public
State of Florida
My commission expires:
My commission number:
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LEASE
THIS LEASE AGREEMENT, made and entered into this 1st day of April, 1981,
by and between ▇▇▇▇ ▇. GAMER, as party of the first part and hereinafter
referred to as the "Lessor," and CLEWISTON NATIONAL BANK, a national banking
association existing under the laws of the United States of America, as party of
the second part, and hereinafter referred to as the "Lessee." The Lessor and
Lessee, each in consideration of the agreements to be performed by the other,
hereby agree:
1. Property and Term: The Lessor hereby leases to the Lessee the real
property in Clewiston, ▇▇▇▇▇▇ County, Florida, described as:
▇▇▇▇ ▇▇, ▇▇, ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as
revised September 7, 1937, according to plat thereof recorded in Plat
Book 2, pages 71-78, inclusive, Public Records of ▇▇▇▇▇▇ County, Florida.
for a term of fifteen (15) years beginning on April 1, 1981, and ending March
31, 1996.
2. Rent: The Lessee will pay to the Lessor the sum of $700.00 per
month in advance during the first five (5) years of this Lease. Commencing April
1, 1986, and for the next ensuing five (5) years, Lessee will pay Lessor as
monthly rent under this Lease the sum of $700.00 per month increased by the same
percentage which the Consumer Price Index has increased between 1980 and 1985,
both inclusive, or $100.00, whichever is less, plus the sum of $100.00; provided
the maximum monthly rental shall not exceed the sum of $900.00.
Commencing April 1, 1991, and for the next ensuing five (5) years,
Lessee will pay Lessor as monthly rent the sum of $700.00 per month, increased
by the same percentage which the Consumer Price Index has increased between the
years 1980 and 1990, both inclusive, or the sum of $200.00, whichever is less,
plus the sum of $200.00; provided the total monthly rental shall not exceed the
sum of $1,100.00.
In addition to the foregoing, Lessee will pay Lessor the Florida
state sales tax due on said rental, if applicable. As used in this Paragraph,
the Consumer Price Index shall mean the Consumer Prices for all items as
published by the U.S. Department of Commerce, Bureau of Economic Analysis (1967
= 100).
3. Use: The parties agree that at the commencement of this Lease the
property is unimproved. The Lessee shall have the right to construct a building
for a branch office of its bank, including drive-in teller facilities, all in
accordance with the plans and specifications attached hereto as Exhibit A and
by reference made part hereof. Lessee shall have the right to further expand
the office and drive-in facility during the lease term without the consent of
the Lessor. The parties agree that the branch office building and drive-in
facilities will become part of the real estate and will remain the property of
the Lessor at the end of the lease term or extension thereof. The parties agree
that all of the equipment, fixtures and advertising signs installed on the
leased
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premises will not become part of the real estate, but will remain the property
of the Lessee. The Lessor will have no responsibility for the maintenance or
repair of any improvements placed on the property by the Lessee. In event of
termination or expiration of this Lease, the Lessee will have a reasonable time
after such termination or expiration within which to remove its equipment,
fixtures and advertising signs. Lessee will make no unlawful, improper or
offensive use of the leased property.
4. Liens or Encumbrances: The parties agree that the interest of the
Lessor shall not be subject to liens for improvements made by the Lessee, and
such liens are hereby specifically prohibited. All persons dealing with the
Lessee in connection with the premises or furnishing labor, services or material
for improvements upon the premises shall be bound by the provision herein
contained. Should a Claim of Lien be filed in the Public Records against the
leased premises for improvements made by Lessee. Lessee shall cause same to be
removed from the Public Records within forty-five (45) days of the filing
thereof either by payment or transferring said Claim of lien to a bond.
5. Real Property and Drainage Taxes: During the term of this Lease,
the Lessee will pay all ad valorem real property taxes and drainage taxes levied
against the property whether such taxes be imposed against the land or the
improvements placed thereon and whether imposed against the Lessor's property or
Lessee's property. Said ad valorem real property taxes and drainage taxes for
the year 1981 and the ending year of the Lease will be prorated.
6. Assignment or Sub-Leasing: No assignment of this Lease or
sub-leasing of any part of the leased property, by the Lessee or any assignee or
sub-lessee, shall be valid without the written consent of the Lessor, but that
consent shall not reasonably be withheld. No assignment or subleasing shall
relieve the assignor or sub-lessor of any obligation under this Lease. Each
Assignee or sub-lessee shall, by assuming that status, become obligated to
perform every agreement of this Lease to be performed by the Lessee; except that
a sub-lessee shall be obligated to perform them only in so far as they relate to
that part of the property sub-leased and the rent required by the sublease, and
shall be obligated to pay directly to the Lessor only after default in payment
by the sub-lessor and written demand from the Lessor to pay rent directly to the
Lessor.
7. Insurance: The Lessee will carry public liability Insurance with
limits of liability of $100,000/$300,000/$25,000, insuring the Lessor and the
Lessee against liability by reason of injury to persons or damage to property
occurring on the premises, and the Lessee will furnish Lessor with a certificate
showing that such coverage is in effect. The Lessee will carry fire and extended
coverage insurance on the building and drive-in facility in a sum equal to the
full insurable value. Said fire and extended coverage policy shall show Lessor
as an additional insured to the extent of his interest in the building and
drive-in facilities.
8. Lessee's Covenants: The Lessee covenants and agrees to pay the
rental specified without demand to the Lessor at the address stated herein; to
comply with all applicable rules and regulations of any governmental or
municipal authority; to pay for all utilities and other services furnished to
the premises; not to permit any lien to arise or to be created against the
premises by
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reason of any act or thing done by the Lessee; to pay all ad valorem real
property taxes and drainage taxes levied against the property; to save the
Lessor harmless from any liability and damage by reason of injury to personal
property upon the premises; and to quit and surrender the premises at the end
of the term or any extension thereof.
9. Lessor's Covenants: The Lessor covenants and agrees that he is
lawfully seized of the premises and that the Lessee will have peaceful,
undisputed possession and quiet enjoyment of the premises during the term of
this lease or any extension thereof.
10. Addresses: All rent payable and notice given under this Lease to
the Lessor shall be paid and given at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as the Lessor shall specify in writing. All
notices given under this Lease to Lessee shall be given at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. All notices given under this Lease to any
assignee or sub-lessee of the Lessee shall be given at the leased premises. Any
notice properly mailed by certified mail, postage and fee prepaid, shall be
deemed delivered when mailed, whether received or not.
11. Remedies for Breach of Agreement: If either the Lessor or the
Lessee shall fail to perform, or shall breach any agreement of this Lease, for
ten (10) days after a written notice specifying the performance required shall
have been given to the party failing to perform, the party so giving notice may
institute action in a court of competent jurisdiction to terminate this Lease or
to compel performance of the agreement, and the prevailing party in that
litigation shall be paid by the losing party all expense, including a reasonable
attorney's fee and court costs. In the event the performance required to remedy
the breach will by its nature take longer than ten (10) days, and the party
whose performance is required shall commence a bona fide effort to remedy the
breach within said ten (10) day period, then, in that event, there shall be no
breach hereunder so long as said bona fide effort is continued and completed as
expeditiously as possible.
12. Option to Renew: Lessee shall have the option to renew this Lease
for an additional five (5) year term by giving lessor at least sixty (60) days
written notice prior to the expiration of this Lease. The Lease shall be renewed
on the same terms and conditions as the initial fifteen (14) year term, but
there shall be no further option to renew. Commencing on April 1, 1996, and for
the next ensuing five (5) years, Lessee will pay Lessor as monthly rent the sum
of $1,000.00 per month, increased by the same percentage which the Consumer
Price Index has increased between the years 1980 and 1995, both inclusive, or
the sum of $300.00, whichever is less, plus the sum of $300.00; provided that
the total monthly rental shall not exceed the sum of $1,600.00. Lessee shall
also pay Lessor the Florida state sales tax on said rental, if applicable. The
same Consumer Price Index used in Paragraph 2 of this Lease shall be used in
this Paragraph.
13. Right of First Refusal: In the event the Lessor receives a bona
fide written offer to purchase the leased premises at any time during the
initial fifteen (15) year term, or the five (5) year extension thereof, then
Lessor shall offer to sell the leased property to the Lessee for the same price
and terms and conditions as said bona fide written offer. A copy of said written
offer shall be furnished to Lessee. Lessee shall have thirty (30) days within
which to exercise his first right of
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refusal, and if it is not so exercised in writing within said thirty (30) day
period said right shall expire and Lessor shall be free to sell said property
on said same terms and conditions; provided, if said property is not sold to
the person and firm who has made said bona fide offer on said same terms and
conditions, then this first right of refusal shall not expire but shall
continue in effect. Lessor shall have the right to sell the leased property to
his relatives, and the right of first refusal given Lessee hereunder shall to
apply to that sale and transfer.
14. Effectiveness; The effectiveness of this Lease is conditioned upon
Lessor furnishing the following documents in a form which are recordable in the
Public Records of ▇▇▇▇▇▇ County, to-wit:
(a) A written release of that certain Lease dated June 1, 1969,
between ▇▇▇▇▇ ▇▇▇▇▇▇, as Lessor and Rock & Stones, Inc., a Florida corporation
as Lessee, which had a fifteen (14) year term; and
(b) A reassignment of the above described Lease from National
Biff-Burger System to Rocks & Stones, Inc.
15. Miscellaneous: This Lease is executed in triplicate, each to be
taken as an original. This Lease contains the entire agreement between the
parties and there are no prior or agreements contemporaneous oral agreements
between the parties pertaining to the subject matter of this Lease. There shall
be no canon of interpretation against the Lessee by virtue of its having
prepared this Lease. This Lease shall be binding upon the heirs, personal
representatives, successors and assigns of the respective parties hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
Witnesses as to Gamer:
---------------------------- --------------------------------
----------------------------
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Witnesses as to Lessee: CLEWISTON NATIONAL BANK
------------------------------- By:
-----------------------------
------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
ATTEST:
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Cashier
STATE OF FLORIDA
COUNTY OF ▇▇▇▇▇▇
The foregoing instrument was acknowledged before me this 15th day of
April, 1981, by ▇▇▇▇ ▇. Gamer.
----------------------------
Notary Public
State of Florida
My commission expires:
STATE OF FLORIDA
COUNTY OF ▇▇▇▇▇▇
The foregoing instrument was acknowledged before me this ____ day of
_______, 1981, by ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, Executive Vice President and
Cashier, respectively of Clewiston National Bank, a national banking association
existing under the laws of the United States of America, on behalf of the
association.
--------------------------
Notary Public
State of Florida
My commission expires:
Instrument prepared by:
▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ATTORNEY
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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RELEASE
KNOW ALL MEN BY THESE PRESENTS, that Rocks & Stones, Inc., a Florida
corporation, for and n consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration paid by or on behalf of ▇▇▇▇▇ ▇▇▇▇▇▇, does
hereby release, remise and quit claim unto ▇▇▇▇▇ ▇▇▇▇▇▇ all of its interest in
and to that certain unrecorded Lease dated June 1, 1969 wherein ▇▇▇▇▇ ▇▇▇▇▇▇ was
Lessor and Rocks & Stones, Inc., a Florida Corporation was Lessee on that
certain Lease of a fifteen year (15) term covering the following described real
property in ▇▇▇▇▇▇ County, Florida, to wit:
▇▇▇▇ ▇▇, ▇▇, ▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, as revised September 7, 1937, according to the plat
thereof recorded in Plat Book 2, Pages 71-78, inclusive, Public
Records of ▇▇▇▇▇▇ County, Florida.
TO HAVE AND TO HOLD to ▇▇▇▇▇ ▇▇▇▇▇▇, her heirs, Personal Representative,
Successors and Assigns forever.
IN WITNESS WHEREOF Rocks & Stones, Inc., a Florida corporation, has
caused these presents to be executed by its proper officers and its corporate
seal to be affixed as of this 15th day of April, 1981.
Witnesses: ROCKS & STONES, INC., a Florida
corporation
By:
---------------------------- ---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
----------------------------
Attest:
------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 15th day of
April, 1981, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary,
respectfully of Rocks & Stones, Inc., a Florida corporation, on behalf of the
corporation.
-----------------------------------
Notary Public
State of Florida at Large
11
QUIT CLAIM DEED
THIS QUIT CLAIM DEED, executed this 2nd day of March, 1981, by ▇▇▇▇▇▇
▇▇▇▇▇▇, a single person, first party, to ▇▇▇▇ ▇. GAMER, whose post office
address is ________________________, second party:
(Wherever used herein the terms "first party" and "second party" shall
include singular and plural, heirs, legal representatives, and assigns of
individuals, and the successors and assigns of corporations, wherever the
context so admits or requires.)
WITNESSETH, That the said first party, for and in consideration of the
sum of $10.00 in hand paid by the said second party, the receipt whereof is
hereby acknowledged, does hereby remise, release and quitclaim unto the said
second party forever, all the right, title, interest, claim and demand which the
said first party has in and to the following described lot, piece or parcel of
land, situate, lying and being in the County of ▇▇▇▇▇▇, State of Florida,
to-wit:
A certain parcel of land with the dimensions of 120 feet by 125 feet,
located on ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ALSO KNOWN as Lots
Twenty-One (21), Twenty-two (22), Twenty-three (23) and Twenty-Four (24),
Block One Hundred Sixty-Seven (167), of the GENERAL PLAN OF CLEWISTON,
Florida, as revised September 7, 1937, according to the Plan thereof
recorded in Plat Book 2, pages 71-78, inclusive, of the Public Records of
▇▇▇▇▇▇ County, Florida.
TO HAVE AND TO HOLD the same together with all and singular the
appurtenances thereunto belonging or in anywise appertaining, and all the
estate, right, title, interest, lien, equity and claim whatsoever of the said
first party, either in law or equity, to the only proper use, benefit and behoof
of the said second party forever.
IN WITNESS WHEREOF, The said first party has signed and sealed these
presents the day and year first above written.
Signed, sealed and delivered in presence of:
------------------------ --------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
STATE OF FLORIDA
COUNTY OF
I HEREBY CERTIFY that on this day, before me, an officer duly authorized
int he State aforesaid and int he County aforesaid to take acknowledgments,
personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇ to me known to be the person described in and
who executed the foregoing instrument and who acknowledged before me that she
executed the same.
WITNESS my hand and official seal in the County and State last aforesaid
this 2nd day of March, 1981.
------------------------------
Notary Public
State of
This instrument prepared by:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
