EXHIBIT 4.3
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE
HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED ("THE ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO SUCH WARRANT OR SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER THE ACT.
THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS
WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA OR ANY OTHER STATE AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SUCH SECURITIES IS
EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE OR SUCH PROVISIONS OF THE
CORPORATIONS CODE OF ANY SUCH OTHER STATE.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE `GEORGIA SECURITIES
ACT OF 1973,' AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER SUCH ACT.
COMMON STOCK PURCHASE WARRANT
MPATH INTERACTIVE, INC.
Date Issued:
------------
1. Issuance. This Warrant ("Warrant") is issued to _______________
-------- -------
("Purchaser"), by Mpath Interactive, Inc., a Delaware corporation (the
---------
"Company"), pursuant to that certain Series D Preferred Stock and Common Stock
-------
Warrant Purchase Agreement dated July 18, 1997, by and among the Company,
Purchaser and the investors listed on Schedule A thereto (the "Agreement") at an
---------
issuance price of $.001 per each share of Common Stock subject to the Warrant.
2. Purchase Price; Number of Shares.
--------------------------------
(a) Subject to the terms and conditions set forth herein, the
registered holder of this Warrant (the "Holder") is entitled upon surrender of
------
this Warrant with the Notice of Exercise attached hereto as Exhibit A duly
------------------ ---------
executed, at the principal office of the Company, to purchase from the Company
at a price per share (the "Purchase Price") of $5.40 (subject to adjustment as
--------------
provided herein), up to _______ fully paid and nonassessable shares of common
stock, $0.00005 par value, of the Company (the "Common Stock").
------------
(b) Until such time as this Warrant is exercised in full or expires,
the Purchase Price and the number of shares of Common Stock issuable upon
exercise of this Warrant are subject to adjustment as hereinafter provided. The
person or persons in whose name or names any certificate representing shares of
Common Stock is issued hereunder shall be deemed to have become the holder of
record of the shares represented thereby as at the close of business on the date
this Warrant is exercised with respect to such shares, whether or not the
transfer books of the Company shall be closed.
3. Payment of Purchase Price. The Purchase Price for this Warrant (or the
-------------------------
portion thereof being exercised) may be paid (i) in cash or by check, (ii) by
the surrender by the Holder to the Company of all or any portion of any
promissory notes or other obligations issued by the Company, with all such notes
and obligations so surrendered being credited against the Purchase Price in an
amount equal to the principal amount thereof plus accrued interest to the date
of surrender, or (iii) by any combination of the foregoing.
4. Net Issue Exercise.
------------------
(a) In lieu of remitting the Purchase Price for this Warrant as set
forth in Section 3 above, the Holder may elect to receive shares equal to the
value of this Warrant (or the portion thereof being exercised) less the
applicable Purchase Price, in which event the Company shall issue to the Holder
a number of shares of Common Stock computed using the following formula:
X = Y(A - B)
--------
A
Where X = The number of shares of Common Stock to be issued to the Holder.
Y = the number of shares of Common Stock purchasable under this
Warrant (or such portion as is being exercised).
A = the Fair Market Value (as defined below) of one share of such
Common Stock.
B = the Purchase Price (as adjusted to the date of such calculation).
(b) For purposes of this Section 4, "Fair Market Value" of a share of
Common Stock as of a particular date (the "Determination Date") shall mean:
(i) If the Warrant is exercised in connection with and
contingent upon a Public Offering (as defined below), and if the Company's
Registration Statement relating to such Public Offering ("Registration
Statement") has been declared effective by the Securities and Exchange
Commission, then the initial "Price to Public" specified in the final prospectus
with respect to such offering.
(ii) If the Warrant is not exercised in connection with and
contingent upon a Public Offering, then as follows:
(A) If traded on a securities exchange, the Fair Market
Value of the Common Stock shall be deemed to be the average of the closing
prices of the Common Stock on such exchange over the five-day period ending one
business day prior to the Determination Date or, if less, such number of days as
the Common Stock has been traded on such exchange;
(B) If traded over-the-counter, the Fair Market Value of the
Common Stock shall be deemed to be the average of the closing bid prices of the
Common Stock over the five-day period ending one business day prior to the
Determination Date or, if less, such number of days as the Common Stock has been
traded over-the-counter; and
(C) If there is no public market for the Common Stock, then
Fair Market Value shall be determined by mutual agreement of the holders of 75%
in interest in the Warrants (as defined in the Agreement) and the Company.
5. Partial Exercise. This Warrant may be exercised in part, and the
----------------
Holder shall be entitled to receive a new warrant, which shall be dated as of
the date of this Warrant, covering the number of shares in respect of which this
Warrant shall not have been exercised pursuant to the payment terms set forth in
Section 3 or Section 4 of this Warrant.
6. Fractional Shares. In no event shall any fractional share of Common
-----------------
Stock be issued upon any exercise of the Warrants. In lieu of any fractional
share to which the Holder would otherwise be entitled, the Company will pay cash
equal to the product of such fraction multiplied by the Common Stock's Fair
Market Value (as defined in Section 4(b)) as of the date of exercise.
7. Reserved Shares; Valid Issuance. The Company covenants that it will at
-------------------------------
all times from and after the date hereof reserve and keep available such number
of its authorized shares of Common Stock, free from all preemptive or similar
rights therein, as will be sufficient to permit the exercise of this Warrant in
full. The Company further covenants that such shares as may be issued pursuant
to such exercise will, upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.
8. Exercisability; Expiration.
--------------------------
(a) This Warrant shall become exercisable as to one-half (1/2) of the
shares subject to this Warrant (the "First Tranche Shares") upon the earlier to
--------------------
occur of (i) the closing of a "Sale of the Company" (as defined below) wherein
the consideration per share received by the Company as measured on a "Fully-
Diluted Basis" (as defined below) is less than the "Trigger Price" (as defined
below), and (ii) 24 months following the date of the Closing (as defined in the
Agreement).
(b) The remaining shares subject to this Warrant (the "Second Tranche
--------------
Shares") shall be exercisable upon the earlier to occur of (i) a Sale of the
------
Company wherein the
consideration per share received by the Company as measured on a Fully-Diluted
Basis is less than the Trigger Price and (ii) 30 months following the date of
the Closing.
(c) This Warrant shall expire and no longer be exercisable as to the
First Tranche Shares upon: (i) the closing of a "Qualified IPO" (as defined
below), (ii) a Sale of the Company wherein the consideration per share received
by the Company as measured on a Fully-Diluted Basis is greater than or equal to
the Trigger Price and (iii) the closing of a "Qualified Financing" (as defined
below); provided, that such event in (i), (ii) or (iii) occurs within 24 months
following the date of the Closing.
(d) This Warrant shall expire and no longer be exercisable as to the
Second Tranche Shares upon: (i) the closing of a Qualified IPO, (ii) a Sale of
the Company wherein the consideration per share received by the Company as
measured on a Fully-Diluted Basis is greater than or equal to the Trigger Price
and (iii) the closing of a Qualified Financing; provided, that such event in
(i), (ii) or (iii) occurs within 30 months following the date of the Closing.
(e) A "Sale of the Company" shall mean a consolidation or merger of
the Company with or into any other corporation or corporations that results in a
change of greater than 50% of the voting control of the Company, or a sale,
conveyance or disposition (in a single transaction or a series of related
transactions) of all or substantially all of the assets of the Company or the
effectuation by the Company of a transaction or series of related transactions
in which more than 50% of the voting power of the Company is disposed of.
(f) A "Qualified IPO" shall mean the issuance and sale of shares of
the Common Stock of the Company in its first bona fide firm commitment
underwritten public offering pursuant to a registration statement on Form S-l
under the Securities Act of 1933, as amended, the public offering price per
share of which is not less than the Trigger Price and having aggregate net
proceeds to the Company of not less than $15,000,000.
(g) A "Qualified Financing" shall mean a private financing of the
Company the price per share of which on a Fully-Diluted Basis is not less than
the Trigger Price and having aggregate net proceeds to the Company of not less
than $10,000,000.
(h) "Fully-Diluted Basis" with respect to the shares of the Company
shall mean taking into account all outstanding securities of the Company as
measured on an as-converted, as-exercised basis, without taking into account
vesting provisions or other similar rights of repurchase on behalf of the
Company.
(i) "Trigger Price" shall mean $10.80 as adjusted for any stock
dividends, combinations, splits, recapitalizations and the like which result in
any adjustment to the conversion price of the Company's Series D Preferred
Stock.
(j) The value of the consideration per share, if other than cash,
shall be deemed its fair market value. Except as provided in Section 4(b) with
respect to a net issue exercise, any securities shall be valued as follows:
(A) Securities not subject to investment letter or other similar
restrictions on free marketability:
(1) If traded on a securities exchange or through the Nasdaq
National Market, the value shall be deemed to be the average of the closing
prices of the securities on such exchange over the thirty-day period ending
three (3) days prior to the closing;
(2) If actively traded over-the-counter, the value shall be
deemed to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty-day period ending three (3) days prior to the
closing; and
(3) If there is no active public market, the value shall be
the fair market value thereof, as mutually determined by the Board of Directors
of the Company and the holders of at least sixty-six and two-thirds percent (66
2/3%) of the voting power of all then outstanding shares of the Preferred Stock
of the Company.
(B) The method of valuation of securities subject to investment
letter or other restrictions on free marketability (other than restrictions
arising solely by virtue of a stockholder's status as an affiliate or former
affiliate) shall be to make an appropriate discount from the market value
determined as above in (A) (1), (2) or (3) to reflect the approximate fair
market value thereof, as mutually determined by the Board of Directors of the
Company and the holders of at least sixty-six and two-thirds percent (66 2/3%)
of the voting power of all then outstanding shares of Preferred Stock of the
Company.
(j) This Warrant shall expire and no longer be exercisable as to the
First Tranche Shares (unless sooner terminated pursuant to Section 8(c) above)
five years after the date this Warrant becomes exercisable as to the First
Tranche Shares, if at all, pursuant to Section 8(a) above.
(k) This Warrant shall expire and no longer be exercisable as to the
Second Tranche Shares (unless sooner terminated pursuant to Section 8(d) above)
five years after the date this Warrant becomes exercisable as to the Second
Tranche Shares, if at all, pursuant to Section 8(b) above.
9. Stock Splits, Dividends and Other Issuances.
-------------------------------------------
(a) Splits, Subdivisions or Combination of Shares. If the Company at
---------------------------------------------
any time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the Common Stock, the Purchase Price shall forthwith be
proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination.
(b) Adjustment for Dividends or Distributions of Stock or Other
-----------------------------------------------------------
Securities or Property. If the Company at any time while this Warrant is
----------------------
outstanding and unexpired shall make or issue, or shall fix a record date for
the determination of eligible holders entitled to receive, a dividend or other
distribution with respect to the shares of Common Stock issuable upon exercise
of this Warrant (or any shares of stock or other securities at the time issuable
upon exercise of the
Warrant) payable in (i) securities of the Company or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, the Holder of this Warrant on exercise hereof at any time after the
consummation, effective date or record date of such dividend or other
distribution, shall receive, in addition to such shares of Common Stock (or such
other stock or securities) issuable on such exercise prior to such date, and
without the payment of additional consideration therefor, the securities or such
other assets of the Company to which such Holder would have been entitled upon
such date if such Holder had exercised this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock available
by it as aforesaid during such period giving effect to all adjustments called
for by this Section 9(b).
(c) Certain Events. If at any time while this Warrant is outstanding
--------------
and unexpired (i) any event occurs of a type that would have an effect on the
rights granted under this Warrant similar to the effect of any event described
by the other provisions of Section 9 or Section 10 and (ii) such event is not
expressly provided for by such other provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights and other rights
with equity features), then an appropriate adjustment in the Purchase Price and
the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the Holder shall be made.
(d) Adjustment of Number of Shares. Upon each adjustment of the
------------------------------
Purchase Price pursuant to Sections 9 (other than clause (b) thereof) or 10
hereof, the number of shares of Common Stock purchasable hereunder shall be
adjusted by multiplying the number of shares purchasable immediately prior to
such adjustment in the Purchase Price by a fraction (i) the numerator of which
shall be the Purchase Price immediately prior to such adjustment and (ii) the
denominator of which shall be the Purchase Price immediately thereafter, and
then rounding downward to the nearest whole share.
10. Mergers and Reclassifications. If, after the date hereof the Company
-----------------------------
shall enter into any Reorganization (as hereinafter defined), then, as a
condition of such Reorganization, lawful provisions shall be made, and duly
executed documents evidencing the same from the Company or its successor shall
be delivered to the Holder, so that the Holder shall thereafter have the right
to purchase, at a total price not to exceed that payable upon the exercise of
this Warrant in full, the kind and amount of shares of stock and other
securities and property receivable upon such Reorganization by a holder of the
number of shares of Common Stock which might have been purchased by the Holder
immediately prior to such Reorganization, and in any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder
to the end that the provisions hereof (including without limitation, provisions
for the adjustment of the Purchase Price and the number of shares issuable
hereunder) shall thereafter be applicable in relation to any shares of stock or
other securities and property thereafter deliverable upon exercise hereof. For
the purposes of this Section 10, the term "Reorganization" shall include without
--------------
limitation any reclassification, capital reorganization or change of the Common
Stock (other than as a result of a subdivision, combination, stock dividend, or
other distribution provided for in Section 9 hereof), or any Sale of the Company
(other than a sale or conveyance of all or substantially all of the assets of
the Company).
11. Certificate of Adjustment. Whenever the Purchase Price is adjusted as
-------------------------
provided herein, the Company shall promptly deliver to the Holder (by first
class mail, postage prepaid) a certificate of the Company's chief financial
officer setting forth the amount of the adjustment, the method by which such
adjustment was calculated, the Purchase Price after such adjustment, the number
of shares purchasable upon exercise of this Warrant subsequent to the adjustment
and a brief statement of the facts requiring such adjustment.
12. Loss, Theft or Destruction of Securities. In case this Warrant, or any
----------------------------------------
certificate representing the shares of Common Stock issuable upon exercise
hereof, shall be mutilated, lost, stolen or destroyed, the Company shall issue a
new warrant or certificate of like tenor and denomination and deliver the same
(i) in exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant or certificate, or (ii) in lieu of any Warrant or certificate
lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other
evidence reasonably satisfactory to the Company of the loss, theft or
destruction of such Warrant or certificate.
13. Notices of Record Date, Etc. In the event of:
---------------------------
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase, sell or otherwise acquire or dispose of any shares of
stock of any class or any other securities or property, or to receive any other
right;
(b) any reclassification of the capital stock of the Company, capital
reorganization of the Company, consolidation or merger involving the Company, or
sale or conveyance of all or substantially all of its assets; or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company; or
(d) the filing by the Company of a registration statement on Form S-1
under the Act for the initial firm commitment underwritten public offering of
the Common Stock (a "Public Offering"),
then in each such event the Company will provide or cause to be provided to the
Holder a written notice thereof. Such notice shall be provided at least twenty
(20) business days (ten (10) business days in the case of subsection (d)) prior
to the date specified in such notice on which any such action is to be taken.
14. Amendment. The terms of this Warrant and any provision hereof may be
---------
amended, waived or modified upon the written consent of the Company and holders
of at least two-thirds of all the Warrants issued pursuant to the Agreement,
provided that all such Warrants are amended, waived or modified in a like
manner.
15. No Impairment. The Company will not, by amendment of its Amended and
-------------
Restated Certificate of Incorporation or through any reclassification, capital
reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant.
16. Transfers and Exchanges.
-----------------------
(a) This Warrant shall not be transferable in whole or in part unless
and until the transferee has agreed in writing for the benefit of the Company to
be bound by Section 4 of the Agreement and the Investors' Rights Agreement (as
defined in the Agreement) (or any then-operative restatement of such agreement),
unless such disposition is made pursuant to clause (i) below or in accordance
with Rule 144, in which case no agreement of the transferee shall be required,
and:
(i) There is then in effect a registration statement under the
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or
(ii) (A) Purchaser shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (B) if
reasonably requested by the Company, Purchaser shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company that such
disposition will not require registration of such Securities under the
Securities Act of 1933. It is agreed that the Company will not require opinions
of counsel for transactions made pursuant to Rule 144.
(b) It shall be a further condition to each such transfer that the
transferor shall complete and execute the Notice of Assignment (attached hereto
--------------------
as Exhibit B) with respect thereto.
---------
(c) It shall be a further condition to each such transfer that the
transferee shall receive and accept a warrant, of like tenor and date, executed
by the Company.
(d) All new warrants issued in connection with permitted transfers or
exchanges shall be identical in form and provision to this Warrant except as to
the number of shares if less than the full amount of this Warrant is transferred
or exchanged.
(e) Notwithstanding the foregoing, this Warrant or any portion
thereof may be freely assigned or transferred to any affiliate of the Purchaser.
17. Rights as Stockholders. No holder of this Warrant, as such, shall be
----------------------
entitled to vote or receive dividends or be deemed the holder of Common Stock,
or any other securities of the Company which may at any time be issuable on the
exercise thereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised
and the Common Stock purchasable upon the exercise hereof shall have become
deliverable, as provided herein.
18. Governing Law. The provisions and terms of this Warrant shall be
-------------
governed by and construed in accordance with the laws of the State of Delaware
without regard to its conflicts of laws provisions.
19. Successors and Assigns. This Warrant shall be binding upon the
----------------------
Company's successors and assigns and shall inure to the benefit of the Holder's
successors and permitted assigns. Any assignment in violation of this Warrant
shall be void.
20. Remedies. In case any one or more of the covenants and agreements
--------
contained in this Warrant shall have been breached, the holder hereof (in the
case of a breach by the Company) or the Company (in the case of a breach by a
holder) may proceed to protect and enforce their or its rights either by suit in
equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Warrant.
21. Severability. The invalidity or unenforceability of any provision of
------------
this Warrant in any jurisdiction shall not affect the validity or enforceability
of such provision in any other jurisdiction, or affect any other proviso of this
Warrant, which shall remain in full force and effect.
22. Recovery of Litigation Costs. If any legal action or other proceeding
----------------------------
is brought for the enforcement of this Warrant, or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Warrant, the successful or prevailing party or parties shall
be entitled to recover reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it or they
may be entitled.
23. Entire Agreement; Modification. This Warrant constitutes the entire
------------------------------
agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect to such
subject matter.
24. Valuation. This Warrant shall be deemed to be valued at $0.001 per
---------
share of Common Stock that this Warrant is exercisable into for tax and other
purposes.
[The remainder of this page intentionally left blank]
Dated: _____________________
MPATH INTERACTIVE, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
ACKNOWLEDGED AND AGREED:
PURCHASER
By: ________________________
Address:
SIGNATURE PAGE TO WARRANT
EXHIBIT A
---------
NOTICE OF EXERCISE
To: _______________________
___________________________
___________________________
Attn: _____________________
1. The undersigned hereby elects to purchase __________ shares of Common
Stock of Mpath Interactive, Inc. pursuant to the terms of the attached Warrant,
and (please indicate either (a) or (b) below):
____ (a) tenders herewith payment of the purchase price of such shares in
full, or
____ (b) elects to effect such purchase through the Net Issue Exercise
provision set forth in Section 4 of the attached Warrant.
2. Please issue a certificate or certificates representing said shares
in the name of the undersigned or in such other name or names as are specified
below
Name: _______________________________
Address: ____________________________
____________________________
____________________________
3. The undersigned represents that the aforesaid shares being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution (the term "distribution" shall have
the meaning as such term is used in Section 2(11) of the Securities Act of 1933,
as amended) thereof.
_________________________________
(Signature)
________________________
EXHIBIT B
---------
NOTICE OF ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
unto the person(s) listed below the right to purchase that number of shares of
Common Stock of Mpath Interactive, Inc. ("Shares") pursuant to the terms of the
------
attached Warrant, together with all right, title and interest therein, with full
power of substitution in the premises:
--------------------------------------------------------------------------------
NAME(S) OF ASSIGNEE(S) ADDRESS OF ASSIGNEE(S) # OF SHARES ASSIGNED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
And if said number of Shares shall not be all the Shares represented by the
attached Warrant, a new Warrant is to be issued in the name of the undersigned
for the balance remaining of the Shares registered by said Warrant.
Dated: _____________________________
Signature: _____________________________
Address: _____________________________
_____________________________
_____________________________
Notice: The signature to the foregoing Assignment must correspond to the
name as written upon the face of the attached Warrant in every particular,
without alteration or any change whatsoever.
