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SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of February 25, 1998 by and between Saratoga Beverage Group, Inc., a Delaware
corporation (the "Company"), and Steel Partners II, L.P., a Delaware limited
partnership (the "Purchaser").
WHEREAS, the Company is desirous of selling, and the Purchaser is desirous of
acquiring, 275,000 shares of the Company's Class A common stock, $.01 par value
per share (the "Class A Common Stock"), for a per share purchase price of $2.25
per share of Class A Common Stock (in the aggregate, the "Purchase Price");
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
and covenants hereinafter set forth, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
the Purchaser hereby agree as follows:
1. Purchase And Sale.
1.1 Purchase and Sale of Securities. The Company agrees to sell to the
Purchaser, and upon and subject to the terms and conditions hereof and,
in reliance upon the representations and warranties of the Company, the
Purchaser agrees to purchase from the Company, the Shares for the
Purchase Price.
1.2 Closing. The sale of the Shares by the Company to the Purchase shall
take place at a closing (the "Closing"), to be held simultaneously with
the execution of this Agreement (the "Closing Date"). On the Closing
Date, the Company shall deliver to the Purchaser the Shares, free and
clear of any pledge, lien, security interest, mortgage, charge, adverse
claim of ownership or use, or other encumbrance of any kind (each, an
"Encumbrances"), against payment of the Purchase Price. The Company
shall cause a certificate evidencing the Shares to be issued to the
Purchaser as soon as practicable after the Closing.
2. Representations and Warranties of the Company.
The Company represents and warrants to the Purchaser as follows:
2.1 Organization and Qualification. The Company is a corporation duly
incorporated, organized, validly existing and in good standing under
the laws of the State of Delaware, and the Company has the requisite
corporate power and authority to own its properties and carry on its
business as now being conducted. The Company is duly qualified as a
foreign corporation to do business, and is in good standing, in each
other jurisdiction where the character of its properties owned or held
under lease or the nature of its activities makes
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such qualification necessary, except to the extent that any such
failure so to qualify is not reasonably likely, individually or in the
aggregate, to have a change in, or effect on, the business of the
Company, as it is currently conducted, that is or is reasonably likely
to be materially adverse to the business, prospects, property,
condition (financial or otherwise) or operations of the Company (a
"Material Adverse Effect").
2.2 Authorized Capital. The authorized capital stock of the Company
consists of 50,000,000 shares of Class A Common Stock, 2,000,000 shares
of the Company's Class B common stock, $.01 par value per share ("Class
B Common Stock") and 5,000,000 shares of preferred stock, $.01 par
value, of the Company. As of February 9, 1998, 2,407,039 shares of
Class A Common Stock, 562,055 shares of Class B Common Stock and no
shares of preferred stock of the Company were issued and outstanding.
As of February 9, 1998, options and warrants exercisable to purchase
670,841 and 167,680 shares of Class A Common Stock, respectively, were
outstanding, and a promissory note convertible into 428,571 shares of
Class A Common Stock was outstanding.
2.3 Authority. The Company has all necessary corporate power and authority
to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The Company has
taken all necessary corporate action to authorize the execution,
delivery and performance by it of this Agreement and all other
documents or instruments required to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by the Company and, assuming due authorization, execution and
delivery of this Agreement by the Purchaser, this Agreement constitutes
the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, subject to the effect
of any applicable bankruptcy, reorganization, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
moratorium or similar laws affecting creditors' rights and remedies
generally, subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and subject to the
effect of applicable securities laws as to rights to indemnification.
2.4 Consents; Compliance.
(a) Other than in connection with or in compliance with the rules of
the Nasdaq SmallCap Market applicable to the listing of shares of
Class A Common Stock, the execution and delivery of this Agreement
by the Company do not, and the performance of this Agreement by
the Company will not, require any consent, approval, authorization
or other action by, or filing with or notification to, any
governmental or regulatory authority, except where failure to
obtain such consent, approval, authorization or action, or to make
such filing or notification, would not prevent the Company from
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performing any of its material obligations under this Agreement
and would not have a Material Adverse Effect.
(b) The execution, delivery and performance of this Agreement by the
Company do not (i) conflict with or violate the charter or by-laws
of the Company, or (ii) except as would not prevent the Company
from performing any of its material obligations under this
Agreement and would not have a Material Adverse Effect, (A)
conflict with or violate any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award applicable to
the Company, or (B) result in any breach of, or constitute a
default (or event which with the giving of notice or lapse of
time, or both, would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation
of, or result in the creation of any Encumbrance on any of the
assets or properties of the Company pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument relating to such assets or
properties to which the Company is a party or by which any of such
assets or properties is bound.
2.5 Commission Filings. The Company has filed all required forms, reports
and other documents with the Securities and Exchange Commission (the
"Commission") for periods from and after January 1, 1996 (collectively,
the "Commission Filings"), each of which has complied in all material
respects with all applicable requirements of the Securities Act of
1933, as amended (the "Securities Act"), and the Securities Exchange
Act of 1934, as amended. The Company has heretofore made available to
the Purchaser all of the Commission Filings, including the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1996, and
the Company's Quarterly Reports on Form 10-QSB for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997. As
of their respective dates, the Commission Filings (including all
exhibits and schedules thereto and documents incorporated by reference
therein) did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not
misleading. The audited consolidated financial statements and unaudited
consolidated interim financial statements of the Company and its
subsidiaries included or incorporated by reference in such Commission
Filings have been prepared in accordance with general accepted
accounting principles in the United States consistently applied
("GAAP") (except as may be indicated in the notes thereto or, in the
case of the unaudited statements, as permitted by Form 10-QSB),
complied as of their respective dates in all material respects with
applicable accounting requirements and the published rules and
regulations of the Commission with respect thereto, and fairly present
the consolidated financial position of the Company and its subsidiaries
as of the dates thereof and the consolidated income and retained
earnings and sources and applications of funds for the periods then
ended (subject, in the case of any unaudited interim financial
statements, to the absence of footnotes required by GAAP and normal
year-end adjustments).
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Since September 30, 1997, except as described in the Commission
Filings, there has not been any event which has had or would be
expected to have a Material Adverse Effect.
2.6 Extent of Offering. Subject in part to the truth and accuracy of the
Purchaser's representations set forth in Article 3 of this Agreement,
the offer, sale and issuance of the Shares as contemplated by this
Agreement are exempt from the registration requirements of the
Securities Act and of each state where the Shares are offered or sold,
and neither the Company nor, to the best of the Company's knowledge,
any agent acting on its behalf, will take any action hereafter that
would cause the loss of such exemption.
2.7 Absence of Litigation. No claim, action, proceeding or investigation is
pending, or to the best knowledge of the Company, threatened, which
seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely
affect or restrict the Company's ability to consummate the transactions
contemplated hereby.
2.8 No Other Representations. Except as set forth in this Agreement, the
Company is not making any representation, warranty, covenant or
agreement, oral or written, with respect to the matters contained
herein and therein.
2.9 No Brokers. The Company has not entered into any contract, arrangement
or understanding with any individual, corporation, partnership, joint
venture, person, trust, estate, association or other entity (each, a
"Person") which could result in the obligation of any Person to pay any
finder's fees, brokerage or agent's commissions or other like payments
in connection with this Agreement.
3. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows:
3.1 Authority. The Purchaser has all necessary power and authority to enter
into this Agreement, to carry out the Purchaser's obligations hereunder
and thereunder and to consummate the transactions contemplated hereby.
The Purchaser has taken all necessary action to authorize the
execution, delivery and performance by the Purchaser of this Agreement
and all other documents or instruments required to consummate the
transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Purchaser and, assuming due authorization,
execution and delivery by the Company, this Agreement constitutes a
legal, valid and binding obligation of the Purchaser enforceable
against the Purchaser in accordance with its terms, subject to the
effect of any applicable bankruptcy, reorganization, insolvency
(including, without limitation, all laws relating to fraudulent
transfers), moratorium or similar laws affecting creditors' rights and
remedies generally, subject, as to enforceability, to the effect of
general principles of equity (regardless of whether
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such enforceability is considered in a proceeding in equity or at law)
and subject to the effect of applicable securities laws as to rights of
indemnification.
3.2 Consents and Approvals; No Conflict.
(a) The execution and delivery of this Agreement do not, and the
performance of this Agreement by the Purchaser will not, require
any consent, approval, authorization or other action by, or filing
with or notification to, any governmental or regulatory authority,
except where failure to obtain such consent, approval,
authorization or action, or to make such filing or notification,
would not prevent the Purchaser from performing any of its
material obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by the
Purchaser do not, except as would not have a material adverse
effect on the ability of the Purchaser to consummate the
transactions contemplated by this Agreement, conflict with or
violate any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to the
Purchaser.
3.3 Absence of Litigation. No claim, action, proceeding or investigation is
pending, or to the best knowledge of the Purchaser, threatened, which
seeks to delay or prevent the consummation of the transactions
contemplated hereby or which would be reasonably likely to adversely
affect or restrict the Purchaser's ability to consummate the
transactions contemplated hereby.
3.4 Investment Purpose; Private Placement.
(a) The Purchaser made its decision to purchase the Shares based
solely on (i) an analysis of the representations and warranties of
the Company set forth in this Agreement and (ii) a review of the
Commission Filings (which the Purchaser hereby acknowledges having
received and reviewed).
(b) The Purchaser has sufficient knowledge and experience in financial
and business matters to be capable of evaluating the merits and
risks of an unregistered, non-liquid, high-risk investment such as
an investment in the Company's securities and has evaluated the
merits and risks of such an investment. The Purchaser's overall
commitment to investments which are not readily marketable is not
disproportionate to the Purchaser's net worth, and the Purchaser's
acquisition of the Shares will not cause such overall commitment
to become excessive.
(c) The Purchaser is acquiring the Shares solely for the purpose of
investment and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the
Securities Act. The Purchaser acknowledges that the Shares are not
registered under the Securities Act and that the Shares may not be
transferred or sold except pursuant to the registration provisions
of the Securities Act or pursuant to an applicable exemption
therefrom and subject to state securities laws and regulations, as
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applicable. The Purchaser agrees that the following legend shall
be placed on any certificate or other instrument evidencing the
Shares:
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"). NO SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION OF THE
SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE OR ANY
INTEREST HEREIN MAY BE MADE UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SARATOGA BEVERAGE
GROUP, INC. HAS RECEIVED A SATISFACTORY OPINION OF COUNSEL THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION DOES NOT REQUIRE
REGISTRATION UNDER THE ACT."
The Company and any transfer agent acting on its behalf may maintain on the
Company's register appropriate "stop transfer" notations.
(d) The Purchaser further understands that the offer and sale of the Shares
have not been approved or disapproved by the Commission, or any other
federal or state office or agency.
(e) The Purchaser acknowledges that an investment in the Shares involves a
great deal of risk. The Purchaser is able to (i) bear the economic risk
of the investment in the Company, (ii) afford a complete loss of such
investment, and (iii) hold indefinitely the Shares. In reaching an
informed decision to invest in the Company, the Purchaser or its
representatives has obtained sufficient information to evaluate the
merits and risks of an investment in the securities of the Company. In
that connection, representatives of the Company have (x) fully and
satisfactorily answered any questions which the Purchaser or its
representatives desired to ask concerning the Company, and (y)
furnished the Purchaser or its representatives with any additional
information or documents requested to verify the accuracy of or
supplement any information previously delivered to or discussed with
the Purchaser or its representatives.
(f) The Purchaser has not construed the contents of the Agreement or any
additional agreement with respect to the proposed investment in the
Shares or any prior or subsequent communications from the Company, or
any of its officers, employees or representatives, as investment, tax
or legal advice or as information necessarily applicable to such
Purchaser's particular financial situation. The Purchaser has consulted
its own financial advisor, tax advisor, legal counsel and accountant,
as necessary or desirable, as to matters concerning its investment in
the Shares.
3.5 Accredited Investor. The Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act.
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3.6 No Other Representations. Except as set forth in this Agreement,
the Purchaser is not making any representation, warranty, covenant
or agreement, oral or written, with respect to the matters
contained herein and therein.
3.7 No Brokers. The Purchaser has not entered into any contract,
arrangement or understanding with any Person which could result in
the obligation of any Person to pay any finder's fees, brokerage
or agent's commissions or other like payments in connection with
this Agreement.
4. Piggyback Registration.
4.1 Piggyback Registration.
(a) If, at any time, the Company proposes to file a registration
statement on either Form X-0, Xxxx X-0 or Form S-3 (or any
successor forms) under the Securities Act with respect to an
offering for its own account or for the account of others of any
class of equity security, then the Company shall give written
notice of such proposed filing to the Purchaser at least
twenty-five (25) days before the anticipated filing date, and such
notice shall offer the Purchaser the opportunity to register such
Shares (whether or not vested under the installment provisions of
subparagraph 1(b) at such time) as such Purchaser may request in
writing to the Company within fifteen (15) days after the date
such Purchaser first received notice of such registration (a
"Piggyback Registration"); provided, however, that the Company
shall have no obligation to register any Shares of the Purchaser
pursuant to this Section 4.1(a) unless the Purchaser shall
request that 50% or more (or all outstanding Shares, if less than
50% of the initial aggregate number of Shares) of the initial
aggregate number of Shares be registered.
(b) The Purchaser may not participate in any registration initiated as
a Piggyback Registration which is underwritten for the benefit of
the Company or its stockholders unless the Purchaser (i) agrees to
sell its Shares on the basis provided in any underwriting
agreements approved by the Company; (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms
of such underwriting agreements and which are customary with
industry practice; and (iii) agrees that if an underwriter advises
the Company in writing that the number of shares proposed to be
sold by the Company and/or the Purchaser is greater than the
number of shares of Class A Common Stock which the underwriter
believes is feasible to sell at that time, at the price and under
the terms approved by the Company, then the underwriter may
exclude some or all of the Shares from such Piggyback Registration
to the extent necessary to reduce the total number of shares of
Class A Common Stock recommended by the underwriter. Such
reduction or limitation by the underwriter shall be made in the
manner set forth in the immediately following sentence. Any
reduction or limitation of Shares by the underwriter shall be made
on a pro rata basis
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in proportion to the relative number of Shares then held by the
Purchaser and the number of shares of Class A Common Stock
requested to be underwritten on behalf of the Company or its
stockholders. The Company shall advise the Purchaser of any such
reduction or limitation, and that the number of shares of Shares
to be offered by the Purchaser will be reduced or limited to the
number calculated pursuant to the immediately preceding sentence.
(c) In any registration initiated as a Piggyback Registration, whether
or not the registration statement becomes effective, the Company
will pay or cause to be paid all costs, fees and expenses in
connection therewith, including, without limitation, the Company's
legal and accounting fees, printing expenses and "blue sky" fees
and expenses, except that the Company shall not pay for (i)
underwriting discounts and commissions, (ii) state transfer taxes,
(iii) brokerage commissions, (iv) fees and expenses of counsel and
accountants for the Purchaser and (v) blue sky fees and expenses
in jurisdictions where the Company is not currently registered or
qualified.
(d) To the extent not inconsistent with applicable law, the Purchaser
agrees not to effect any public sale or distribution of Class A
Common Stock, including a sale pursuant to Rule 144 or in reliance
on any other exemption from registration under the Securities Act,
during the fourteen (14) days prior to, and during the ninety (90)
days beginning on, the effective date of a registration statement
that includes Shares (except as part of such registration), but
only if and to the extent requested in writing (with reasonable
prior written notice) by the underwriter(s) in the case of an
underwritten public offering by the Company of securities similar
to the Shares.
(e) The Company and the Purchaser agree to indemnify and hold harmless
each other (and, in the case of the Company, its directors and
officers and each person who controls the Company (within the
meaning of the Securities Act)) against all losses, claims,
damages, liabilities and expenses (including reasonable costs of
investigation) (collectively, "Losses") arising out of or based
upon any untrue or alleged untrue statement of material fact
contained in any registration statement with respect to a
Piggyback Registration, any amendment or supplement thereto, any
prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided, however, that the Purchaser shall not be
indemnified for Losses insofar as such Losses arise out of or are
based upon any such untrue statement or omission based upon
information furnished in writing to the Company by or on behalf of
the Purchaser expressly for use therein; provided further,
however, that in the event the prospectus shall have been amended
or supplemented and copies thereof, as so amended or supplemented,
shall have been furnished to the Purchaser prior to the
confirmation of any sales of registered Shares, such indemnity
with respect to the prospectus shall not inure to the benefit of
the Purchaser if the person asserting such Loss did not, at or
prior to the confirmation of the sale of the registered Shares to
such person, receive a copy of the prospectus, as so amended or
supplemented, and the untrue statement or omission of a material
fact contained in the prospectus was corrected in the prospectus,
as so amended or supplemented.
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5. Termination and Waiver.
5.1 Termination. This Agreement may be terminated at any time prior to the
Closing only by the written consent of the Company and the Purchaser.
5.2 Waiver. At any time prior to the Closing, each of the parties hereto
may (a) extend the time for the performance of any of the obligations
or other acts of any other party hereto, (b) waive any inaccuracies in
the representations and warranties contained herein or in any document
delivered pursuant hereto or (c) waive compliance with any of the
agreements or conditions contained herein. Any such extension or waiver
shall be valid if set forth in an instrument in writing signed by the
party to be bound thereby. Any waiver of any provision of this
Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or any other provision of this Agreement.
6. Miscellaneous.
6.1 Notices. Any notice, demand, request, waiver, or other communication
under this Agreement shall be in writing (including facsimile or
similar writing) and shall be deemed to have been duly given (i) on the
date of service if personally served, (ii) on the third day after
mailing if mailed to the party to whom notice is to be given, by first
class mail, registered, return receipt requested, postage prepaid or
(iii) on the date sent if sent by facsimile, to the parties at the
following addresses or facsimile numbers with a copy sent by mail as
aforesaid on the same date (or at such other address or facsimile
number for a party as shall be specified by like notice):
(a) if to the Company:
Saratoga Beverage Group, Inc.
00 Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxxxx
Fax No.: (000) 000-0000
with a copy to:
Shereff, Friedman, Xxxxxxx & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Fax No.: (000) 000-0000
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(b) if to the Purchaser:
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxxxx, Esq.
Fax No.: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Fax No.: (000) 000-0000
6.2 Expenses. The Purchaser hereby agrees that all fees and expenses
incurred by the Purchaser in connection with this Agreement shall be
borne by the Purchaser, and the Company hereby agrees that all fees and
expenses incurred by the Company shall be borne by the Company, in each
case including without limitation all fees and expenses of such party's
counsel and accountants.
6.3 Headings. Section headings contained in this Agreement are included for
convenience only and shall not affect the interpretation of any
provisions of this Agreement.
6.4 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of, this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is
not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.
6.5 Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties with respect to their subject matter and
supersedes any and all prior understandings, negotiations or agreements
among the parties hereto, both written and oral, with respect to such
subject matter.
6.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of
and binding upon the parties hereto and their permitted successors and
assigns and nothing herein, express or implied, is intended to or shall
confer upon any other
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Person any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
6.7 Amendment. This Agreement may be amended or modified only by an
instrument in writing signed by the Company and the Purchaser.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all
of which, when taken together, shall constitute one and the same
agreement.
6.9 Gender and Number. Whenever used in this Agreement, the singular number
shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
6.10 Governing Law. This Agreement shall be construed in accordance with,
and governed by, the internal laws of the State of New York, without
giving effect to the principles of conflict of laws thereof. The
parties agree that any dispute arising out of or relating to this
Agreement shall be resolved by binding arbitration in the City of
Albany, State of New York, under the Commercial Arbitration Rules of
the American Arbitration Association. Each of the parties hereto
consents, for itself and in respect of its property, to the
jurisdiction and venue of the City of Albany, State of New York for
purposes of this Section 6.10 and hereby irrevocably waives any
objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens which it may now or hereafter have
to the bringing of any dispute in the City of Albany, State of New
York, under the Commercial Arbitration Rules of the American
Arbitration Association, in respect of this Agreement or any documents
related thereto. Each of the parties hereto waives personal service of
any summons, complaint or other process, which may be made by any other
means permitted under New York law.
IN WITNESS WHEREOF, the Purchaser and the Company have caused this Agreement to
be executed as of the date first written above in their individual capacities or
by their respective representatives thereunto duly authorized, as applicable.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Chief Executive Officer
STEEL PARTNERS II, L.P.
By: /s/ Xxxxxx Xxxxxxxxxxxx
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