THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,...
Exhibit
10.1
THIS
NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
|
No. A1
|
up to U.S. $2,400,024.00 |
Original
Issue Date: March 26,
2007
|
| Holder: | Xxxx Xxxx | |
| Address: |
000
Xxxx Xxxxxx Xxxxx
Xxxxx
000
Xxxxxxx,
XX 00000
|
SERIES
2007 SECURED ORIGINAL ISSUE DISCOUNT NOTE DUE ON OR PRIOR TO March 26,
2008
THIS
Note, evidencing a loan (the “Loan” made on March 26, 2007 (the “Loan
Origination Date”),
is
one of a duly authorized issue of Notes of CENTERSTAGING CORP., a Delaware
corporation with offices at 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 (the
“Maker”),
designated as the Note (the “Note”),
due
not later than March 26, 2008, as adjusted at the Maker’s discretion pursuant to
Section 7(c) hereto (“Maturity
Date”),
in an
aggregate face amount of up to Two Million Four Hundred Thousand and Twenty
Four
and 00/100 Dollars ($2,400,024.00), as adjusted pursuant to Section 7(c) hereto
(the “Maturity Amount”).
FOR
VALUE
RECEIVED, the Maker promises to pay to the Holder or registered assigns, the
sum
of Two Million Dollars ($2,000,000.00) Dollars if paid on or prior to the six
(6) month anniversary (the “Initial
Maturity Date”)
of the
Loan Origination Date, the sum of Two Million One Hundred Thirty Three Thousand
Three Hundred Thirty Three Dollars ($2,133,333.00) if paid following the Initial
Maturity Date and on or prior to the nine (9) month anniversary (the
“Second
Maturity Date”)
of the
Loan Origination Date, and Two Million Four Hundred Thousand and Twenty Four
($2,400,024.00) Dollars if paid after the Second Maturity Date and on or prior
to the twelve (12) month anniversary of the Loan Origination Date pursuant
to
the extension provisions of Section
7
hereof;
upon the occurrence of an Event of Default, the amount of principal due
hereunder shall conclusively be the Maturity Amount, as adjusted pursuant to
Section 7(c) hereto, and all amounts due hereunder shall be immediately due
and
payable, together with a default fee equal to ten percent (10%) of the Maturity
Amount, as adjusted pursuant to Section 7(c) hereto, if the shares of common
stock of the Company that are pledged as collateral to secure the obligations
of
the Company under this Note pursuant to the Stock Pledge Agreement of even
date
herewith shall not have been issued by the Company at least two (2) years prior
to the date of such default, and any amounts not so paid shall bear interest
at
the rate of 18% per annum from the date of such default through and including
the date of payment. The principal of, and interest on, this Note are payable
in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, at the address of
the
Holder last appearing on the Note Register.
This
Note
is subject to the following additional provisions:
Section
1. Representations
and Warranties of the Maker.
The
Maker represents and warrants to the Holder, as of the date hereof as
follows:
(a) Authorization
of Agreement.
The
Maker, if not a natural person, is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization
with
full right, corporate, partnership or other applicable power and authority
to
enter into and to consummate the transactions contemplated by this Note and
otherwise to carry out its obligations hereunder, and the execution, delivery
and performance by the Maker of this Note, the Stock Pledge Agreement and all
other documents delivered in connection herewith (the “Transaction
Documents”)
have
been duly authorized by all necessary corporate or similar action on the part
of
the Maker. Each of the Transaction Agreements, when executed and delivered
by
the Maker, will constitute a valid and legally binding obligation of the Maker,
enforceable against the Maker in accordance with its terms, except (a) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and any other laws of general application affecting
enforcement of creditors’ rights generally, (b) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, or (c) to the extent the indemnification provisions contained herein
may be limited by federal or state securities laws.
(b) No
Conflicts; Advice.
Neither
the execution and delivery of the Transaction Documents, nor the consummation
of
the transactions contemplated thereby, does or will violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge
or other restriction of any government, governmental agency, or court to which
the Maker is subject or any provision of its organizational documents or other
similar governing instruments, or conflict with, violate or constitute a default
under any agreement, credit facility, debt or other instrument or understanding
to which the Maker is a party. The Maker has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its entering into the Note and the other
Transaction Documents and consummating the transactions contemplated hereby
and
thereby.
(c) No
Litigation.
There
is no action, suit, proceeding, judgment, claim or investigation pending, or
to
the knowledge of the Maker, threatened against the Maker which could reasonably
be expected in any manner to challenge or seek to prevent, enjoin, alter or
materially delay any of the transactions contemplated by this Note or the other
documents delivered in connection herewith.
(d) Consents.
No
authorization, consent, approval or other order of, or declaration to or filing
with, any governmental agency or body or other person is required for the valid
authorization, execution, delivery and performance by the Maker of the Note
and
the other documents delivered in connection herewith and the consummation of
the
transactions contemplated hereby and thereby.
(e) Bankruptcy.
The
Maker is not under the jurisdiction of a court in a Title 11 or similar case
(within the meaning of Bankruptcy Code Section 368(a)(3)(A) (or related
provisions)) or involved in any insolvency proceeding or
reorganization.
(f) The
Maker
acknowledges and agrees that the amount actually paid for this Note is less
than
the principal amount issued, such difference representing an original issue
discount to the Holder.
Section
2. Exchangeability
and Transferability.
The
Note is exchangeable for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering
the
same, but shall not be issuable in denominations of less than integral multiples
of Twenty Thousand Dollars ($20,000) unless such amount represents the full
principal balance of Notes outstanding to such Holder. No service charge will
be
made for such registration of transfer or exchange. The Holder, by acceptance
hereof, agrees to give written notice to the Maker before transferring this
Note
or any portion hereof; such notice will describe briefly the proposed transfer
and will give the Maker the name, address, and tax identification number of
the
proposed transferee, and will further provide the Maker with an opinion of
the
Holder’s counsel that such transfer can be accomplished in accordance with
federal and applicable state securities laws (unless such transaction is
permitted by the plan of distribution in an effective Registration Statement).
Promptly upon receiving such written notice, the Maker shall present copies
thereof to the Maker’s counsel. Prior
to
transfer of this Note in compliance with this Section 2, the Company and any
agent of the Company may treat the person in whose name this Note is duly
registered on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this
Note
is overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.
Section
3. Plan
of Repayment. The
Maker
has a reasonable, good-faith belief in its ability to repay the Loan evidenced
by this Note as and when the same may become due and payable. The basis for
such
belief is set forth in Schedule
A
attached
hereto. The Maker intends to use the proceeds of this Note for the business
purpose(s) set forth in Schedule
A
to this
Note.
Section
4. Covenants.
The
Maker covenants and agrees that, so long as any amount is due and owing under
the Note, it shall not:
(a) Fail
to
make any payment of the principal of, interest on, or other obligations in
respect of, this Note, free of any claim of subordination, as and when the
same
shall become due and payable (whether on the Maturity Date or by acceleration
or
otherwise), for five (5) business days after the same shall be due and
payable;
(b) Fail
to
observe or perform any other covenant, agreement or warranty contained in,
or
otherwise commit, any breach of, this Note;
(c) Commence
a voluntary case under the United States Bankruptcy Code or insolvency laws
as
now or hereafter in effect or any successor thereto (the "Bankruptcy Code");
or
suffer to have an involuntary case commenced against it under the Bankruptcy
Code in which the petition is not controverted within thirty (30 days), or
is
not dismissed within sixty (60) days, after commencement of such involuntary
case; or suffer to have a "custodian" (as defined in the Bankruptcy Code)
appointed for, or take charge of, all or any substantial part of the property
of
the Maker, or commence any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Maker, or suffer to have commenced against it, any such
proceeding which remains undismissed for a period of sixty (60) days; or be
adjudicated insolvent or bankrupt; or suffer to have any order of relief or
other order approving any such case or proceeding entered; or suffer to have
any
appointment of any custodian or the like for any thereof or any substantial
part
of its property which continues undischarged or unstayed for a period of sixty
(60) days; or make a general assignment for the benefit of creditors; or fail
to
pay, or state that it is unable to pay, its debts generally as they become
due;
call a meeting of all of its respective creditors with a view to arranging
a
composition or adjustment of its debts; or by any act or failure to act indicate
its consent to, approval of or acquiescence in any of the foregoing; or take
any
corporate or other action for the purpose of effecting any of the
foregoing;
(d) Default
in any of its respective obligations under any mortgage, credit agreement or
other facility, indenture, agreement or other instrument under which there
may
be issued, or by which there may be secured or evidenced any indebtedness
thereof in an amount exceeding fifty thousand dollars ($500,000.00), whether
such indebtedness now exists or shall hereafter be created and such default
shall result in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and
payable;
(e) Be
a
party to any Change of Control Transaction (as defined below), or sell or
dispose of all or in excess of forty-nine (49%) percent of its respective assets
(based on book value calculation as reflected in the its most recent financial
statements) in one or more transactions (whether or not such sale would
constitute a Change of Control Transaction);
(f) Suffer
to
have the Common Stock suspended or delisted from trading for in excess of three
(3) Trading Days;
(g) Suffer
a
final determination by the U.S. Securities and Exchange Commission or National
Association of Securities Dealers, or any applicable state regulatory authority,
that it has violated applicable Securities Laws;
(h) Fail
to
file a Form 10-KSB, Form 10-QSB, or Form 8-K timely;
(i) Enter
into a transaction or series of transactions that would result in the issuance
of shares of common stock in an amount exceeding 20% of its shares then
outstanding; provided however, that the Maker may enter into a transaction
or
series of transactions that would result in the issuance of shares of common
stock in an amount exceeding 20% of its shares then outstanding if such
transactions are entered into at arm’s length and the Maker receives cash
proceeds;
(j) Suffer
to
have the value of the shares of Common Stock that are pledged to the holder
pursuant to the Stock Pledge Agreement (the “Collateral
Shares”)
be
equal to not more than the Maturity Amount on any trading day during the term
of
this Note; provided, that for purposes of measuring compliance with this
covenant, the value of the Collateral Shares shall be deemed to be the average
of the Volume-Weighted Average Price (the “VWAP”) of Common Stock, as reported
by Xxxxxxxxx, L.P., for the previous five (5) trading days;
(k) Suffer
a
court judgment, final beyond right of review, in an amount exceeding two hundred
fifty thousand ($250,000) dollars; or
(l) Make
any
representation or warranty that is not true and correct in all material respects
as of the date of this Note, except for representations and warranties that
are
expressly made as of a particular date, which shall be true and correct in
all
material respects as of such date.
Section
5. Events
of Default.
"Event
of Default"
wherever used herein, means:
|
(a)
|
The
breach of any covenant hereof (whatever the reason and whether it
shall be
voluntary or involuntary or effected by operation of law or pursuant
to
any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body);
or
|
|
(b)
|
The
failure by the guarantor (the “Guarantor”)
under the guaranty (the “Guaranty”)
or the pledgor (the “Pledgor”)
under the stock pledge agreement (the “Stock
Pledge Agreement”)
entered into contemporaneously herewith and of even date herewith,
to
observe or perform any covenant, agreement or warranty contained
therein,
or otherwise commit any breach thereof (this Note, the Guaranty,
the Stock
Pledge Agreement and all other documents delivered contemporaneously
and
in connection herewith collectively are referred to as the “Loan
Documents”);
|
Upon
the
occurrence of an Event of Default, which Event of Default is not cured within
three (3) days after its occurrence, the Maturity Amount, as adjusted pursuant
to Section 7(c) hereto, shall be immediately due and payable to the Holder,
together with a default penalty equal to ten percent (10%) of the Maturity
Amount, as adjusted pursuant to Section 7(c) hereto in the event that at the
time that such default shall have occurred the stock pledged as collateral
to
secure the Maker’s obligations hereunder shall not then have been issued at
least two (2) years prior to such date, and thereupon default interest shall
begin to accrue on the entire amount then due and payable at the annual rate
of
eighteen (18%) percent per annum and the Holder shall be entitled to all
remedies under law and as set forth in the Guarantee or the Pledge
Agreement.
Section
6. Interest
Rate Limitation.
The
parties intend to conform strictly to the applicable usury laws in effect from
time to time during the term of the Loan. Accordingly, if any transaction
contemplated hereby would be usurious under such laws, then notwithstanding
any
other provision hereof: (i) the aggregate of all interest that is contracted
for, charged, or received under this Note or under any other Document shall
not
exceed the maximum amount of interest allowed by applicable law (the
"Highest
Lawful Rate"),
and
any excess shall be promptly credited to the Maker by the Holder (or, to the
extent that such consideration shall have been paid, such excess shall be
promptly refunded to the Maker by the Holder); (ii) neither the Maker nor any
other person now or hereafter liable hereunder shall be obligated to pay the
amount of such interest to the extent that it is in excess of the Highest Lawful
Rate; and (iii) the effective rate of interest shall be reduced to the Highest
Lawful Rate. All sums paid, or agreed to be paid, to the Holder for the use,
forbearance, and detention of the debt of the Maker to the Holder shall, to
the
extent permitted by applicable law, be allocated throughout the full term of
the
Note until payment is made in full so that the actual rate of interest does
not
exceed the Highest Lawful Rate in effect at any particular time during the
full
term thereof. If the total amount of interest paid or accrued pursuant to this
Note under the foregoing provisions is less than the total amount of interest
that would have accrued if a varying rate per annum equal to the interest rate
under the Note had been in effect, then the Maker agrees to pay to the Holder
an
amount equal to the difference between (x) the lesser of (A) the amount of
interest that would have accrued if the Highest Lawful Rate had at all times
been in effect, or (B) the amount of interest that would have accrued if a
varying rate per annum equal to the interest rate under this Note had at all
times been in effect, and (y) the amount of interest accrued in accordance
with
the other provisions of this Note.
Section
7. Prepayment/Extension.
(a) The
Maker
shall have the right to prepay this Note in whole or in part prior to the
Maturity Date.
(b) The
Maker
shall give at least five (5) Business Days, but not more than ten (10) Business
Days, written notice of any intention to prepay this Note prior to the Initial
Maturity Date or any extension thereof to the Holder, which notice shall specify
the “Prepayment
Date”.
(c) By
written notice given at least five (5) Business Days prior to the Initial
Maturity Date, and again by written notice given at least five (5) Business
Days
prior to the Second Maturity Date, the Maker may require the Holder to renew
the
Loan for another three (3) months (the “Loan
Renewal”)
under
the same terms and subject to the same conditions as the financing contemplated
hereby, so long as (a) the Maker is not then in default of any provisions
related to the financing contemplated hereby, and (b) there is available
sufficient collateral (including for this purpose any Collateral relating to
the
Stock Pledge Agreement contemplated hereby). In the case of any such Loan
Renewal, the amounts due upon conclusion of the applicable extended Maturity
Period shall be as follows.
|
Payment
On or Prior to
|
Maturity Amount |
|
September
26, 2007
|
$ 2,000,000.00 |
|
December
26, 2007
|
$ 2,133,333.00 |
|
March
26, 2008
|
$ 2,400,024.00 |
Section
8. Definitions.
For the
purposes hereof, the following terms shall have the following
meanings:
|
"Business
Day"
means any day except Saturday, Sunday and any day which shall be
a legal
holiday or a day on which banking institutions in the State of New
York
are authorized or required by law or other government action to
close.
|
|
"Change
of Control Transaction"
means the occurrence of any of (i) an acquisition after the date
hereof by
an individual or legal entity or "group" (as described in Rule 13d-5(b)(1)
promulgated under the Exchange Act) of in excess of 49% of the voting
securities of a person, coupled with a replacement of more than one-half
of the members of such person's board of directors which is not approved
by those individuals who are members of the board of directors on
the date
hereof in one or a series of related transactions, or (ii) the merger
of
such person with or into another entity, consolidation or sale of
all or
substantially all of the assets of such person in one or a series
of
related transactions, unless following such transaction, the holders
of
such person's securities continue to hold at least 40% of such securities
following such transaction. The execution by such person of an agreement
to which such person is a party or by which it is bound providing
for any
of the events set forth above in (i) or (ii) does not constitute
the
occurrence of the event until after the event in fact occurs.
|
|
“Common
Stock”
means the Common Stock of the Maker.
|
Section
9. Except
as
expressly provided herein, no provision of this Note shall alter or impair
the
obligation of the Maker, which is absolute and unconditional, to pay the
principal of, interest and liquidated damages (if any) on, this Note at the
time, place, and rate, and in the coin or currency, herein prescribed. This
Note
is a direct obligation of the Maker.
Section
10. If
this
Note shall be mutilated, lost, stolen or destroyed, the Maker shall execute
and
deliver, in exchange and substitution for and upon cancellation of a mutilated
Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a
new Note for the principal amount of this Note so mutilated, lost, stolen or
destroyed but only upon receipt of evidence of such loss, theft or destruction
of such Note, and of the ownership hereof, and indemnity, if requested, all
reasonably satisfactory to the Maker.
|
Section
11.
Choice
of Law and Venue; Submission to Jurisdiction; Service of
Process.
|
(a) THE
VALIDITY OF THIS NOTE , ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT,
AND
THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT
REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF).
(b)
THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED
IN COOK COUNTY, STATE OF ILLINOIS.
(c) THE
MAKER
HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO
THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.
(d) THE
MAKER
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS
ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO MAKER.
(e) NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE HOLDER
TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE
THE
ENFORCEMENT BY HOLDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE
TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER
APPROPRIATE FORUM OR JURISDICTION.
(f)
To
the
extent determined by such court, the Maker shall reimburse the Holder for any
reasonable legal fees and disbursements incurred by the Holder in enforcement
of
or protection of any of its rights under any of this Note.
Section
12. Any
waiver by the Maker or the Holder of a breach of any provision of this Note
shall not operate as or be construed to be a waiver of any other breach of
such
provision or of any breach of any other provision of this Note. The failure
of
the Maker or the Holder to insist upon strict adherence to any term of this
Note
on one or more occasions shall not be considered a waiver or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Note. Any waiver must be in writing.
Section
13.
If any
provision of this Note is invalid, illegal or unenforceable, the balance of
this
Note shall remain in effect, and if any provision is inapplicable to any person
or circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
Section
14. Whenever
any payment or other obligation hereunder shall be due on a day other than
a
Business Day, such payment shall be made on the next succeeding Business Day
(or, if such next succeeding Business Day falls in the next calendar month,
the
preceding Business Day in the appropriate calendar month).
Section
15. Security.
The
obligation of the Maker for payment of principal, interest and all other sums
hereunder, in the event of a default and failure of the Maker to perform
hereunder, is secured by (i) a Guarantee of Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxx,
Xxx
Xxxxxx and Xxxx X. Xxxxxxx (the “Guarantors”), and (ii) the pledge of certain
securities (the “Pledged
Shares”)
by the
Guarantor as Pledgor under the terms and conditions of a Stock Pledge Agreement
dated as of the Loan Origination Date.
Section
14. Waiver
of Jury Trial.
THE
MAKER
HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS NOTE. THE MAKER REPRESENTS THAT IT HAS REVIEWED
THIS
WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF,
the
Maker has caused this instrument to be duly executed by an officer duly
authorized for such purpose, as of the date first above indicated.
| CENTERSTAGING CORP. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name:
|
Xxxxx Xxxxxx
|
|
| Title: | Chief Executive Officer | |
Attest:
By:
/s/ Xxxxxx
Xxxxxxxxxx
Xxxxxx
Xxxxxxxxxx, CFO
SCHEDULE
A
PLAN
OF REPAYMENT
Proceeds
from continuing core business and content development business.
USE
OF PROCEEDS
General
corporate purposes.
