Exhibit 10.1 - Convertible Debenture Purchase Agreement
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THE SECURITIES.
Principal Amount: $480,000 Issue Date: March ___, 2009
Purchase Price: $400,000
CONVERTIBLE PROMISSORY NOTE
---------------------------
FOR VALUE RECEIVED, AirtimeDSL, a Nevada corporation (hereinafter
called "Borrower"), hereby promises to pay to WHALEHAVEN CAPITAL FUND
LIMITED, 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX 00000, Fax: (201) 586-
0258 (the "Holder") or order, without demand, the sum of Four Hundred
Eighty Thousand Dollars ($480,000) ("Principal Amount") on March __,
2010 (the "Maturity Date"), if not sooner paid.
The Principal Amount of this Note represents a 16.67% original issue
discount (the "OID") and this Note does not bear any additional
interest.
This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder dated at or about the
date hereof (the "Subscription Agreement"), and shall be governed by
the terms of such Subscription Agreement. Unless otherwise separately
defined herein, all capitalized terms used in this Note shall have the
same meaning as is set forth in the Subscription Agreement. The
following terms shall apply to this Note:
ARTICLE I
GENERAL PROVISIONS
1.1 Payment Grace Period. The Borrower shall have a five (5) day grace
period to pay any monetary amounts due under this Note, after which
grace period a default interest rate of fourteen percent (14%) per
annum shall apply.
1.2 Conversion Privileges. The Conversion Privileges set forth in
Article II shall remain in full force and effect immediately from the
date hereof and until the Note is paid in full regardless of the
occurrence of an Event of Default. The Note shall be payable in full
on the Maturity Date, unless previously converted into Common Stock in
accordance with Article II hereof.
ARTICLE II
CONVERSION RIGHTS
The Holder shall have the right to convert the principal and any
interest due under this Note into Shares of the Borrower's Common
Stock, $.001 par value per share ("Common Stock") as set forth below.
2.1. Conversion into the Borrower's Common Stock.
(a) The Holder shall have the right from and after the date of the
issuance of this Note and then at any time until this Note is fully
paid, to convert any outstanding and unpaid principal portion of this
Note, and accrued interest, at the election of the Holder (the date of
giving of such notice of conversion being a "Conversion Date") into
fully paid and nonassessable shares of Common Stock as such stock
exists on the date of issuance of this Note, or any shares of capital
stock of Borrower into which such Common Stock shall hereafter be
changed or reclassified, at the Conversion Price as defined in Section
2.1(b) hereof,determined as provided herein. Upon delivery to the
Borrower of a completed Notice of Conversion, a form of which is
annexed hereto as Exhibit A, Borrower shall issue and deliver to the
Holder within four (4) business days after the Conversion Date (such
fourth day being the "Delivery Date") that number of shares of Common
Stock for the portion of the Note converted in accordance with the
foregoing. At the election of the Holder, the Borrower will deliver
accrued but unpaid interest on the Note, if any, through the Conversion
Date directly to the Holder on or before the Delivery Date. The number
of shares of Common Stock to be issued upon each conversion of this
Note shall be determined by dividing that portion of the outstanding
principal amount of the Note and accrued but unpaid interest, if any,
to be converted, by the Conversion Price.
(b) Subject to adjustment as provided in Section 2.1(c) hereof, the
conversion price per share shall be equal to $0.30 ("Conversion
Price").
(c) The Conversion Price and number and kind of shares or other
securities to be issued upon conversion determined pursuant to Section
2.1(a), shall be subject to adjustment from time to time upon the
happening of certain events while this conversion right remains
outstanding, as follows:
A. Merger, Sale of Assets, etc. If (A) the Borrower effects any merger
or consolidation of the Borrower with or into another entity, (B) the
Borrower effects any sale of all or substantially all of its assets in
one or a series of related transactions, (C) any tender offer or
exchange offer (whether by the Borrower or another entity) is completed
pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, (D) the
Borrower consummates a stock purchase agreement or other business
combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more
persons or entities whereby such other persons or entities acquire more
than the 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by such other persons or entities
making or party to, or associated or affiliated with the other persons
or entities making or party to, such stock purchase agreement or other
business combination), (E) any "person" or "group" (as these terms are
used for purposes of Sections 13(d) and 14(d) of the 0000 Xxx) is or
shall become the "beneficial owner" (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of 50% of the aggregate Common Stock
of the Borrower, or (F) the Borrower effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other
securities, cash or property (in any such case, a "Fundamental
Transaction"), this Note, as to the unpaid principal portion thereof
and accrued interest thereon, shall thereafter be deemed to evidence
the right to convert into such number and kind of shares or other
securities and property as would have been issuable or distributable on
account of such Fundamental Transaction, upon or with respect to the
securities subject to the conversion right immediately prior to such
Fundamental Transaction. The foregoing provision shall similarly apply
to successive Fundamental Transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the
foregoing, the anti-dilution provisions of this Section shall apply to
such securities of such successor or purchaser after any such
Fundamental Transaction.
B. Reclassification, etc. If the Borrower at any time shall, by
reclassification or otherwise, change the Common Stock into the same or
a different number of securities of any class or classes that may be
issued or outstanding, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase an adjusted number of such securities
and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.
C. Stock Splits, Combinations and Dividends. If the shares of Common
Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in
shares of Common Stock, the Conversion Price shall be proportionately
reduced in case of subdivision of shares or stock dividend or
proportionately increased in the case of combination of shares, in each
such case by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number of
shares of Common Stock outstanding immediately prior to such event.
D. Share Issuance. So long as this Note is outstanding, if the
Borrower shall issue any Common Stock except for the Excepted
Issuances, prior to the complete conversion or payment of this Note,
for a consideration per share that is less than the Conversion Price
that would be in effect at the time of such issuance, then, and
thereafter successively upon each such issuance, the Conversion Price
shall be reduced to such other lower issue price. For purposes of this
adjustment, the issuance of any security or debt instrument of the
Borrower carrying the right to convert such security or debt instrument
into Common Stock or of any warrant, right or option to purchase Common
Stock shall result in an adjustment to the Conversion Price upon the
issuance of the above-described security, debt instrument, warrant,
right, or option and again upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase rights if such issuance is
at a price lower than the then applicable Conversion Price. The
reduction of the Conversion Price described in this paragraph is in
addition to the other rights of the Holder described in the
Subscription Agreement. Common Stock issued or issuable by the
Borrower for no consideration will be deemed issuable or to have been
issued for $0.001 per share of Common Stock. The reduction of the
Conversion Price described in this paragraph is in addition to the
other rights of the Holder described in the Subscription Agreement.
(d) Whenever the Conversion Price is adjusted pursuant to Section
2.1(c) above, the Borrower shall promptly mail to the Holder a notice
setting forth the Conversion Price after such adjustment and setting
forth a statement of the facts requiring such adjustment.
(e) During the period the conversion right exists, Borrower will
reserve from its authorized and unissued Common Stock not less than an
amount of Common Stock equal to 120% of the amount of shares of Common
Stock issuable upon the full conversion of this Note. Borrower
represents that upon issuance, such shares will be duly and validly
issued, fully paid and non-assessable. Borrower agrees that its
issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing
and issuing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the conversion of this
Note.
2.2 Method of Conversion. This Note may be converted by the Holder in
whole or in part as described in Section 2.1(a) hereof and the
Subscription Agreement. Upon partial conversion of this Note, a new
Note containing the same date and provisions of this Note shall, at the
request of the Holder, be issued by the Borrower to the Holder for the
principal balance of this Note and interest which shall not have been
converted or paid.
2.3. Maximum Conversion. The Holder shall not be entitled to convert
on a Conversion Date that amount of the Note in connection with that
number of shares of Common Stock which would be in excess of the sum of
(i) the number of shares of Common Stock beneficially owned by the
Holder and its affiliates on a Conversion Date, (ii) any Common Stock
issuable in connection with the unconverted portion of the Note, and
(iii) the number of shares of Common Stock issuable upon the conversion
of the Note with respect to which the determination of this provision
is being made on a Conversion Date, which would result in beneficial
ownership by the Holder and its affiliates of more than 4.99% of the
outstanding shares of Common Stock of the Borrower on such Conversion
Date. For the purposes of the provision to the immediately preceding
sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and
Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate conversions of 4.99%. The Holder
shall have the authority and obligation to determine whether the
restriction contained in this Section 2.3 will limit any conversion
hereunder and to the extent that the Holder determines that the
limitation contained in this Section applies, the determination of
which portion of the Notes are convertible shall be the responsibility
and obligation of the Holder. The Holder may waive the conversion
limitation described in this Section 2.3, in whole or in part, upon and
effective after 61 days prior written notice to the Borrower to
increase such percentage to up to 9.99%.
2.4. Optional Redemption of Principal Amount. Provided an Event of
Default or an event which with the passage of time or the giving of
notice could become an Event of Default has not occurred, whether or
not such Event of Default has been cured, the Borrower will have the
option of prepaying the outstanding Principal amount of this Note
("Optional Redemption"), in whole or in part, by paying to the Holder a
sum of money equal to one hundred and twenty percent (120%) of the
Principal amount to be redeemed, together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to
the Holder arising under this Note or any Transaction Document through
the Redemption Payment Date as defined below (the "Redemption Amount").
Borrower's election to exercise its right to prepay must be by notice
in writing ("Notice of Redemption"). The Notice of Redemption shall
specify the date for such Optional Redemption (the "Redemption Payment
Date"), which date shall be at least thirty (30) business days after
the date of the Notice of Redemption (the "Redemption Period"). A
Notice of Redemption shall not be effective with respect to any portion
of the Principal Amount for which the Holder has previously delivered
an election to convert, or subject to the previous sentence, for
conversions initiated or made by the Holder during the Redemption
Period. On the Redemption Payment Date, the Redemption Amount, less
any portion of the Redemption Amount against which the Holder has
permissibly exercised its conversion rights, shall be paid in good
funds to the Holder. In the event the Borrower fails to pay the
Redemption Amount on the Redemption Payment Date as set forth herein,
then (i) such Notice of Redemption will be null and void, (ii) Borrower
will have no right to deliver another Notice of Redemption, and (iii)
Borrower's failure may be deemed by Holder to be a non-curable Event of
Default. A Notice of Redemption may not be given nor may the Borrower
effectuate a Redemption without the consent of the Holder, if at any
time during the Redemption Period an Event of Default, or an event
which with the passage of time or giving of notice could become an
Event of Default (whether or not such Event of Default has been cured),
has occurred. During the Optional Redemption Period, the Company must
abide by all of its obligations to the Note Holder.
ARTICLE III
EVENT OF DEFAULT
The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of
principal and interest then remaining unpaid hereon and all other
amounts payable hereunder immediately due and payable, upon demand,
without presentment, or grace period, all of which hereby are expressly
waived, except as set forth below:
3.1 Failure to Pay Principal or Interest. The Borrower fails to pay
any installment of principal, interest or other sum due under this Note
when due.
3.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement, Transaction
Document or this Note in any material respect and such breach, if
subject to cure, continues for a period of fifteen (15) days after
written notice to the Borrower from the Holder.
3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the
Subscription Agreement or any Transaction Document shall be false or
misleading in any material respect as of the date made and the Closing
Date.
3.4 Liquidation. Any dissolution, liquidation or winding up of
Borrower or any substantial portion of its business.
3.5 Cessation of Operations. Any cessation of operations by Borrower
or Borrower admits it is otherwise generally unable to pay its debts as
such debts become due, provided, however that any disclosure of the
Borrower's ability to continue as a "going concern" shall not be an
admission that the Borrower cannot pay its debts as they come due.
3.6 Maintenance of Assets. The failure by Borrower to maintain any
material intellectual property rights, personal, real property or other
assets which are necessary to conduct its business (whether now or in
the future).
3.7 Receiver or Trustee. The Borrower or any Subsidiary of Borrower
shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a
substantial part of its property or business; or such a receiver or
trustee shall otherwise be appointed.
3.8 Judgments. Any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other
assets for more than $100,000.
3.9 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or
any law, or the issuance of any notice in relation to such event, for
the relief of debtors shall be instituted by or against the Borrower or
any Subsidiary of Borrower.
3.10 Delisting. Delisting of the Common Stock from any Principal
Market; failure to comply with the requirements for continued listing
on a Principal Market for a period of five (5) consecutive trading
days; or notification from a Principal Market that the Borrower is not
in compliance with the conditions for such continued listing on such
Principal Market.
3.11 Non-Payment. A default by the Borrower under any one or more
obligations in an aggregate monetary amount in excess of $100,000 for
more than twenty days after the due date, unless the Borrower is
contesting the validity of such obligation in good faith and has
segregated cash funds equal to not less than one-half of the contested
amount.
3.12 Stop Trade. An SEC or judicial stop trade order or Principal
Market trading suspension that lasts for five (5) or more consecutive
trading days.
3.13 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in
the form required by this Note and Sections 7 and 11 of the
Subscription Agreement, or, if required, a replacement Note.
3.14 Reservation Default. Failure by the Borrower to have reserved
for issuance upon conversion of the Note or upon exercise of the
Warrants issued in connection with the Subscription Agreement, the
number of shares of Common Stock as required in the Subscription
Agreement, this Note and the Warrants, and such failure continues for a
period of thirty (30) days.
3.15 Financial Statement Restatement. The restatement of any financial
statements filed by the Borrower with the Securities and Exchange
Commission for any date or period from two years prior to the Issue
Date of this Note and until this Note is no longer outstanding, if the
result of such restatement would, by comparison to the unrestated
financial statements, have constituted a Material Adverse Effect.
3.16 Reverse Splits. The Borrower effectuates a reverse split of its
Common Stock without twenty days prior written notice to the Holder.
3.17 Event Described in Subscription Agreement. The occurrence of an
Event of Default as described in the Subscription Agreement that, if
susceptible to cure, is not cured during any designated cure period.
3.18 Executive Officers Breach of Duties. Any of Borrower's named
executive officers or directors is convicted of a violation of
securities laws, or a settlement in excess of $250,000 is reached by
any such officer or director relating to a violation of securities
laws, breach of fiduciary duties or self-dealing.
3.19 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any other agreement to which the
Borrower and Holder are parties, or the occurrence of a material event
of default under any such other agreement to which Borrower and Holder
are parties which is not cured after any required notice and/or cure
period.
ARTICLE IV
MISCELLANEOUS
4.1 Failure or Indulgence Not Waiver. No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.
All rights and remedies existing hereunder are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
4.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air
courier service with charges prepaid, or (iv) transmitted by hand
delivery, telegram, or facsimile, addressed as set forth below or to
such other address as such party shall have specified most recently by
written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand
delivery or delivery by facsimile, with accurate confirmation generated
by the transmitting facsimile machine, at the address or number
designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received) or
(b) on the first business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
If to the Company, to:
AirtimeDSL
Attn: Xxxxxx X. Xxxxxx, CEO
0000 X. Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
facsimile: (561) 852 -2322
With a copy by fax only to (which copy shall not constitute notice):
Tag Industries, Inc.
000 XX 0xx Xxxxxx #000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, CEO
Facsimile: (000) 000-0000
With a copy by fax only to (which copy shall not constitute notice):
Xxxxxx & Xxxxxx LLP
Attn: Xxxxxx X. Xxxxxxx, Esq.
000 Xxxxx 0 Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
facsimile: (000) 000-0000
If to the Holder:
To the address and facsimile number listed on the first paragraph of
this Note
With a copy by fax only to (which copy shall not constitute notice):
Grushko & Xxxxxxx, P.C.
Attn: Xx Xxxxxxx, Esq.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
facsimile: (000) 000-0000
4.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so
amended or supplemented.
4.4 Assignability. This Note shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of the
Holder and its successors and assigns. The Borrower may not assign its
obligations under this Note.
4.5 Cost of Collection. If default is made in the payment of this
Note, Borrower shall pay the Holder hereof reasonable costs of
collection, including reasonable attorneys' fees.
4.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York without regard to
conflicts of laws principles that would result in the application of
the substantive laws of another jurisdiction. Any action brought by
either party against the other concerning the transactions contemplated
by this Agreement must be brought only in the civil or state courts of
New York or in the federal courts located in the State and county of
New York. Both parties and the individual signing this Agreement on
behalf of the Borrower agree to submit to the jurisdiction of such
courts. The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs. In the event
that any provision of this Note is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be
deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall
not affect the validity or unenforceability of any other provision of
this Note. Nothing contained herein shall be deemed or operate to
preclude the Holder from bringing suit or taking other legal action
against the Borrower in any other jurisdiction to collect on the
Borrower's obligations to Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other
decision in favor of the Holder. This Note shall be deemed an
unconditional obligation of Borrower for the payment of money and,
without limitation to any other remedies of Holder, may be enforced
against Borrower by summary proceeding pursuant to New York Civil
Procedure Law and Rules Section 3213 or any similar rule or statute in
the jurisdiction where enforcement is sought. For purposes of such
rule or statute, any other document or agreement to which Holder and
Borrower are parties or which Borrower delivered to Holder, which may
be convenient or necessary to determine Holder's rights hereunder or
Borrower's obligations to Holder are deemed a part of this Note,
whether or not such other document or agreement was delivered together
herewith or was executed apart from this Note.
4.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges
in excess of the maximum rate permitted by applicable law. In the
event that the rate of interest required to be paid or other charges
hereunder exceed the maximum rate permitted by applicable law, any
payments in excess of such maximum rate shall be credited against
amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.
4.8 Non-Business Days. Whenever any payment or any action to be made
shall be due on a Saturday, Sunday or a public holiday under the laws
of the State of New York, such payment may be due or action shall be
required on the next succeeding business day and, for such payment,
such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.
4.9 Redemption. This Note may not be redeemed or called without the
consent of the Holder except as described in this Note or the
Subscription Agreement.
4.10 Shareholder Status. The Holder shall not have rights as a
shareholder of the Borrower with respect to unconverted portions of
this Note. However, the Holder will have the rights of a shareholder
of the Borrower with respect to the Shares of Common Stock to be
received after delivery by the Holder of a Conversion Notice to the
Borrower.
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by an authorized officer as of the ____ day of March, 2009.
AIRTIMEDSL
By:
---------------------------------
Name:
Title:
WITNESS:
______________________________________
NOTICE OF CONVERSION
--------------------
(To be executed by the Registered Holder in order to convert the Note)
The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by AIRTIMEDSL on
March ___, 2009 into Shares of Common Stock of AIRTIMEDSL (the
"Borrower") according to the conditions set forth in such Note, as of
the date written below.
Date of Conversion:___________________________________________________
Conversion Price:_____________________________________________________
Number of Shares of Common Stock Beneficially Owned on the Conversion
Date: Less than 5% of the outstanding Common Stock of AIRTIMEDSL
Shares To Be Delivered:_______________________________________________
Signature:____________________________________________________________
Print Name:___________________________________________________________
Address:______________________________________________________________
___________________________________________________________________
