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EXHIBIT 10
FORM OF CONVERTIBLE SUBORDINATED DEBENTURE
$_______________ November __, 2000
Minneapolis, Minnesota
Select Comfort Corporation, a Minnesota corporation (the "COMPANY"),
for value received, hereby promises to pay to _______________ (the "HOLDER"), at
the Holder's office, the principal sum of _________________ ($__________), on
November 10, 2005 (the "MATURITY DATE"). This Debenture shall not bear interest
from the date of issuance through to the Maturity Date.
This Debenture is issued pursuant to the terms of that certain Asset
Purchase Agreement dated as of November 10, 2000, by and among the Company,
SleepTec, Inc., and St. Paul Venture Capital IV, LLC/St. Paul Venture Capital V,
LLC/St. Paul Venture Capital VI, LLC (the "PURCHASE AGREEMENT"). This Debenture
is subject to the terms and conditions of the Purchase Agreement, which is
hereby incorporated herein by reference.
This Debenture is subject to the following terms and conditions:
1. DEFINITIONS
As used in this Debenture, the following terms, where used with an
initial capital letter, have the following meanings:
1.1. COMPANY. The "Company" means Select Comfort Corporation, a
Minnesota corporation, and will also include its successors and
assigns.
1.2. CORRESPONDING INDEBTEDNESS. "Corresponding Indebtedness" means
any other subordinated indebtedness of the Company that by its terms
ranks on parity with this Debenture.
1.3. THE HOLDER. "The Holder" means the registered holder of this
Debenture, or any person to whom this Debenture is subsequently
properly transferred and who becomes a registered holder of this
Debenture.
1.4. PURCHASE MONEY INDEBTEDNESS. "Purchase Money Indebtedness" means
indebtedness evidenced by a note, debenture, bond or other written
instrument (whether or not secured by any lien or other security
interest) issued or assumed as all or a part of the consideration for
the acquisition of property, whether by purchase, merger,
consolidation or otherwise.
1.5. SENIOR DEBT. "Senior Debt" means (a) the principal of and unpaid
interest on indebtedness (other than this Debenture and any
Corresponding Indebtedness) of the Company, or with respect to which
the Company is a guarantor, (i) for money borrowed evidenced by bonds,
notes, debentures or similar written obligations or (ii) constituting
Purchase Money Indebtedness or indebtedness secured by property
acquired by the Company subject to such indebtedness and for which the
Company is directly or
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contingently liable, whether outstanding on the date of this Debenture
or subsequently created, assumed or incurred, unless by the terms of
the instrument creating or evidencing the indebtedness it is provided
that such indebtedness is Corresponding Indebtedness or is otherwise
not superior in right of payment to this Debenture; and (b) any other
indebtedness, liability or obligation, contingent or otherwise, of the
Company or with respect to which the Company is a guarantor, which is
created, assumed or incurred after the date of this Debenture and
which, when created, assumed or incurred, is specifically designated
by the Company as Senior Debt for the purpose of this Debenture in the
instrument creating or evidencing such indebtedness, liability or
obligation, or guaranty thereof; and (c) any refundings, renewals or
extensions of any indebtedness, liability or obligation described in
clauses (a) and (b) above. The term "Senior Debt" does not include any
short-term account payable (payable within ninety (90) days or less of
its creation) created or assumed by the Company in the ordinary course
of its business in connection with the obtaining of materials or
services.
2. SUBORDINATION
2.1. GENERALLY. Payment of the principal of and interest on the
indebtedness evidenced by this Debenture will be subordinate, and
subject in right of payment, to the extent and in the manner stated in
this Section 2, to the prior payment in full of all Senior Debt. The
provisions of this Section 2 are intended solely for the purpose of
defining the relative rights of the Holder, the holders of Senior Debt
and the holders of Corresponding Indebtedness.
2.2. LIQUIDATION. Upon any full or partial payment or distribution of
the assets of the Company upon any dissolution, winding up, total
liquidation or reorganization of the Company (whether in bankruptcy,
insolvency, reorganization or receivership proceedings, upon an
assignment for the benefit of creditors or upon any other marshalling
of the assets and liabilities of the Company):
2.2.1 All Senior Debt (including interest accruing on such
Senior Debt after the date of filing of a petition or other
action commencing any such proceeding) will first be paid in
full before the Holder will be entitled to receive any payment
or distribution of any character from or by the Company,
whether in cash, securities or other property, on account of
the principal of or interest on the indebtedness evidenced by
this Debenture;
2.2.2 Any payment or distribution of assets of the Company of
any character, whether in cash, securities or other property,
on account of the principal of or interest on the indebtedness
evidenced by this Debenture, which would, except for this
Section 2, be payable or deliverable in respect of this
Debenture, will be paid or delivered directly to the holders
of the Senior Debt in the proportions in which they hold the
same, until the Senior Debt is paid in full; and
2.2.3 In the event that, despite the foregoing provisions, any
payment or distribution of assets of the Company of any
character, whether in cash, securities or other property
(other than shares of Common Stock issued upon conversion of
this Debenture in accordance with Section 4.2 hereof), is
received by the Holder
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before all Senior Debt is paid in full, such payment or
distribution will be held in trust for the benefit of, and
will be paid over or delivered to, the holders of such
Senior Debt in the proportions in which they hold the same,
until the Senior Debt is paid in full.
2.3. DEFAULT ON SENIOR DEBT. In the event and during the continuation
of any default in respect of any Senior Debt, or under any agreement
under which any Senior Debt was issued, continuing beyond the period of
grace, if any, specified in such agreement, then unless and until such
default is cured or waived or has ceased to exist, no payment or
distribution of assets of the Company of any character, whether cash,
securities or other property, will be paid or delivered with respect to
the principal of or interest on this Debenture.
2.4. DEFAULT ON DEBENTURE. In the event that, pursuant to the terms of
Section 6 hereof, this Debenture shall be declared due and payable
because of an Event of Default, no payments shall be made to the
Holder, on account of principal or interest or otherwise, while any
Senior Debt shall be outstanding; provided, however, that if, within
thirty (30) days after the holders of all such Senior Debt have
received written notice of such Event of Default, the maturity of none
of the Senior Debt shall have been accelerated by such holders, the
restriction contained in this Section 2.4 with respect to payments to
the Holder shall terminate and be no longer in effect. The Company
agrees, for the benefit of the holders of Senior Debt, that in the
event that this Debenture shall be declared due and payable because of
an Event of Default hereunder, it will promptly give written notice
thereof to the holder or holders of all Senior Debt or to its or their
representative or representatives.
2.5. NONIMPAIRMENT. Nothing contained in this Debenture is intended to
or will (a) impair, as between the Company, its creditors and the
Holder, the obligation of the Company, which is absolute and
unconditional, to pay to the Holder the principal of and interest on
this Debenture, as and when the same becomes due and payable in
accordance with its terms, or (b) affect the relative rights of the
Holder and other creditors of the Company other than the holders of
Senior Debt. Nothing contained in this Debenture will prevent the
Holder from exercising all remedies otherwise permitted by applicable
law upon any default under this Debenture, subject to the rights, if
any, under this Section 2, of the holders of the Senior Debt in respect
of cash, securities or other property of the Company received upon
exercise of any such remedy.
2.6. CONTINUING RIGHTS OF SENIOR DEBT. No right of any present or
future holder of the Senior Debt to enforce subordination as provided
in this Section 2 will at any time in any way be prejudiced or impaired
by any act or failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms, provisions and
covenants of this Debenture, regardless of any knowledge thereof which
any such holder may have or may be charged with having.
2.7. EXECUTION OF SUBORDINATION AGREEMENTS. The Holder of this
Debenture agrees to execute and deliver to the holder or holders of
Senior Debt such subordination agreements as may be reasonably
requested by the holder or holders of Senior Debt and as may be
consistent with the terms and conditions set forth in this Section 2.
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3. NO PREPAYMENT
This Debenture may not be prepaid in whole or in part at any time.
4. CONVERSION
4.1. CONVERSION PRICE. This Debenture is convertible into shares of the
Company's common stock, par value $0.01 per share (the "COMMON STOCK")
at an initial conversion price equal to $5.50 per share (the
"CONVERSION PRICE"). The Conversion Price is subject to adjustment
pursuant to Section 4.5 below.
4.2. OPTIONAL CONVERSION. Subject to the Company obtaining shareholder
approval if necessary under the applicable Nasdaq rules, the Holder
shall have the right, exercisable at any time in accordance with the
terms of this Section 4.2, to convert all or any portion of the
principal balance under this Debenture into shares of Common Stock. In
the case of optional conversion by the Holder pursuant to this Section
4.2, this Debenture must be surrendered and accompanied by a written
conversion notice in the form attached hereto as Exhibit A (hereinafter
referred to as the "CONVERSION NOTICE") delivered to the Company at its
principal office during usual business hours.
4.3. CONVERSION SHARES. The shares of Common Stock issuable upon
conversion of this Debenture pursuant to this Section 4 are referred to
herein as the "CONVERSION SHARES." The number of Conversion Shares
shall be calculated by dividing the principal amount of the Debenture
or portion thereof to be converted by the Conversion Price as adjusted
from time to time as provided herein.
4.4. ISSUANCE OF COMMON STOCK. The conversion of this Debenture will be
deemed to have been made at the close of business on the date on which
this Debenture has been surrendered for conversion with the Conversion
Notice duly executed (the "CONVERSION DATE"). As of the Conversion
Date, the rights of the Holder as a holder of this Debenture will cease
and the Holder will be treated for all purposes as having become the
record holder of the Conversion Shares as of such Conversion Date. No
fractional shares will be issued upon the conversion of this Debenture,
but, instead of any fraction of a share that would otherwise be
issuable, the Company will deliver an amount of cash equal to such
fraction multiplied by the then applicable Conversion Price.
4.5. ADJUSTMENT OF CONVERSION PRICE. The Conversion Price shall be
subject to adjustment from time to time as follows:
4.5.1 In case the Company shall subdivide its outstanding
shares of Common Stock into a greater number of shares at any
time, the then applicable Conversion Price in effect
immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller
number of shares, the then applicable Conversion Price in
effect immediately prior to such combination shall be
proportionately increased.
4.5.2 If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of
the Company with another corporation,
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or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for
Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the Holder shall
thereafter have the right to receive upon the terms and
conditions specified herein and in lieu of the Conversion
Shares immediately theretofore receivable upon the
conversion of this Debenture, such shares of stock,
securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares
of such Common Stock equal to the number theretofore
receivable upon the conversion of this Debenture had such
reorganization, reclassification, consolidation, merger or
sale not taken place, and in any such case appropriate
provision shall be made with respect to the rights and
interests of the Holder to the end that the provisions
hereof (including, without limitation, provisions for
adjustments of the then applicable Conversion Price and of
the number of securities receivable upon the conversion of
this Debenture) shall thereafter be applicable, as nearly as
may be practicable, in relation to any shares of stock,
securities or assets thereafter receivable upon the
conversion of this Debenture.
4.5.3 In any case in which this Section 4.5 shall require that
an adjustment shall become effective immediately after a
record date for an event, and if the Holder should convert
this Debenture after such record date and before the
occurrence of such event, then the Company may defer until the
occurrence of such event (i) issuing the additional shares of
Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the shares
issuable upon such conversion before giving effect to such
adjustment and (ii) paying to the Holder any amount of cash in
lieu of a fractional share pursuant to Section 4.4 above.
4.5.4 All calculations under this Section 4 shall be made to
the nearest cent or to the nearest one-hundredth of a share,
as the case may be.
4.5.5 Upon any adjustment of the Conversion Price, then and in
each such case, the Company shall give written notice thereof,
by first-class mail, postage prepaid, addressed to the Holder,
at the address of the Holder as shown on the books of the
Company, which notice shall state the Conversion Price
resulting from such adjustment and the increase or decrease,
if any, in the number of Conversion Shares issuable upon
conversion of this Debenture at such price, setting forth in
reasonable detail the method of calculation and the facts upon
which such calculation is based.
4.5.6 The Company shall give the Holder five (5) days' written
notice prior to the effective date of any of the events
described in Sections 4.5.1 or 4.5.2 above.
4.6. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the
Conversion Price pursuant to Section 4.5, the number of Conversion
Shares shall be adjusted by dividing the then unpaid principal amount
hereof by the applicable per share Conversion Price in effect
immediately following such adjustment.
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4.7. COVENANTS OF COMPANY. The Company covenants that all of the
Conversion Shares will, upon issuance, be duly authorized and issued,
fully paid, nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. The Company further covenants that
during the period within which this Debenture may be converted, the
Company will at all times have authorized, and reserved free of
preemptive or other rights for the purpose of issue, such number of
shares of Conversion Shares as shall then be issuable upon conversion
of this Debenture as herein provided.
4.8. NO REGISTRATION. The Holder understands that neither the Debenture
nor the Conversion Shares have been registered under the Act, or
applicable securities laws, and the Debenture is (and the Conversion
Shares will be) issued pursuant to exemptions from registration under
the Act and the state securities laws. The Holder acknowledges that the
Debenture, and the Conversion Shares if issued, must be held
indefinitely unless exemptions from such registration are available.
The Holder understands that the Debenture may not be sold or
transferred by the Holder except pursuant to an effective registration
statement under the Act and any applicable securities laws, or an
opinion of counsel acceptable to the Company that such registration is
not required. The Company agrees (for any Holder that is a party to, or
affiliated with any person that is a party to, the Amended and Restated
Registration Rights Agreement executed by the Company as of December
28, 1995 (the "Registration Rights Agreement")), to extend registration
rights for the Conversion Shares that are equivalent to the
registration rights granted under the Registration Rights Agreement.
5. CONSOLIDATION, MERGER, SALE OR CONVEYANCE
5.1. GENERALLY. Nothing contained in this Debenture will prevent any
consolidation or merger of the Company with or into any other
corporation or corporations or successive consolidations or mergers in
which the Company or its successor or successors is a party or parties,
or will prevent any sale or conveyance of the property of the Company
as an entirety or substantially as an entirety to any other corporation
authorized to acquire and operate the same. However, the Company hereby
covenants and agrees that any such consolidation, merger, sale or
conveyance will be upon the condition that (a) immediately after such
consolidation, merger, sale or conveyance the corporation (whether the
Company or such other corporation) formed by or surviving any such
consolidation or merger, or to which such sale or conveyance will have
been made, will not be in default in the performance or observance of
any of the terms, covenants and conditions of this Debenture to be kept
or performed by the Company; and (b) the corporation (whether the
Company or such other corporation) formed by or surviving any such
consolidation or merger, or to which such sale or conveyance will have
been made, will expressly assume the due and punctual payment of the
principal of this Debenture, according to the terms of this Debenture,
and the faithful performance and observance of all of the covenants,
conditions, and requirements of this Debenture to be performed by the
Company by a supplemental instrument executed and delivered to the
Holder by such corporation.
5.2. RELEASE; LIABILITY OF SUCCESSOR CORPORATION. In case of any such
consolidation, merger, sale or conveyance, and upon the assumption by
any successor corporation pursuant to Section 5.1 above, such successor
corporation will succeed to and be substituted for the Company, with
the same effect as if it had been named in this
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Debenture in the Company's place, and the Company (including any
intervening successor to the Company which has become obligated under
this Debenture) will be relieved of any further obligation under this
Debenture. All of the covenants, stipulations, promises, and
agreements contained in this Debenture by or on behalf of the Company
will bind its successors and assigns, whether so expressed or not.
6. DEFAULT
6.1. EVENTS OF DEFAULT. An "EVENT OF DEFAULT" will be deemed to occur
upon the happening of any of the following: (a) the failure to pay when
due any amount of principal payable hereunder, (b) the filing against
the Company which is not dismissed within sixty (60) days thereafter,
or by the Company, of a petition in bankruptcy or for an arrangement or
reorganization, (c) the making by the Company of a general assignment
for the benefit of creditors, (d) the appointment of a receiver or
trustee for the Company, (e) the institution of liquidation or
dissolution or reorganization proceedings with respect to the Company,
or (f) the Company becoming unable or admitting in writing an inability
to pay its debts generally as they become due.
6.2. RIGHTS ON DEFAULT. If an Event of Default occurs and is
continuing, the Holder may declare the principal of this Debenture,
together with any accrued and unpaid interest, if not already due, to
be due and payable immediately, by written notice to the Company;
PROVIDED, HOWEVER, that all amounts due under this Debenture shall be
automatically due and payable, without any action of the Holder, upon
an Event of Default pursuant to Sections 6.1(b) - 6.1(f) above. Upon
any such declaration, such principal and interest will become due and
payable immediately, anything contained in this Debenture to the
contrary notwithstanding.
6.3. ENFORCEMENT. If the principal of this Debenture, together with all
accrued and unpaid interest on this Debenture, becomes due and payable
immediately, whether by declaration of the Holder or automatically, the
Holder may proceed to protect and enforce its rights by an action at
law, suit in equity, or other appropriate proceeding. The Company shall
pay all costs and expenses of collection, including, without
limitation, attorneys' fees and disbursements in the event that any
action, suit or proceeding shall be brought by the Holder hereof to
collect this Debenture.
7. COMPANY'S RIGHTS TO OFFSET CLAIMS AGAINST DEBENTURE
As a non-exclusive remedy for claims of indemnification under the
Purchase Agreement, the Company shall be entitled to offset its claims for
indemnification under the Purchase Agreement against any amount that may be owed
by the Company under this Debenture. The Company may effect such rights of
offset by giving written notice thereof to the Holder, specifying the nature and
amount of the claims to be offset. The Company agrees to give the Holder not
less than thirty (30) days notice of its intention to exercise its rights to
offset hereunder in order to give the Holder adequate opportunity to satisfy any
such claims in cash. The Holder shall not be entitled to convert this Debenture
pursuant to Section 4 hereof during the pendency of any notice of offset given
as described above.
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8. MISCELLANEOUS
8.1. NO VOTING RIGHTS. This Debenture shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
8.2. GOVERNING LAW. This Debenture and all acts and transactions
pursuant to this Debenture and the rights and obligations of the
parties to this Debenture shall be governed, controlled, interpreted
and defined by and under the laws of the State of Minnesota and the
laws of the United States of America applicable therein, without regard
to that body of law known as conflicts of law.
8.3. SUCCESSORS AND ASSIGNS. Each party agrees that its rights and
obligations under this Debenture may not be transferred or assigned
directly or indirectly without the prior written consent of the other
party, which consent shall not be unreasonably withheld, except in
connection with the sale of all or substantially all of the assigning
party's related business. Subject to the foregoing sentence, this
Debenture shall be binding upon and inure to, the benefit of the
parties, their successors and assigns.
8.4. ENTIRE AGREEMENT; AMENDMENT. This Debenture and the other
documents delivered pursuant to this Debenture which are incorporated
in this Debenture by reference, constitutes the entire agreement of the
parties with respect to the subject matter, and supersedes all prior or
contemporaneous understandings or agreements, whether written or oral,
between the parties hereto with respect to such subject matter. No
amendment or modification of this Debenture or any term of this
Debenture shall be valid or binding upon the parties unless made in
writing and signed by the duly authorized representatives of both
parties.
8.5. NOTICES AND DATES. Unless otherwise provided in this Debenture,
any notice required or permitted by this Debenture shall be in writing
and shall be deemed sufficient upon delivery, when delivered personally
or by overnight courier and addressed to the party to be notified at
such party's address as set forth on the signature page to this
Debenture or as subsequently modified by written notice. If any date
provided for in this Debenture falls on a Saturday, Sunday or legal
holiday, such date shall be deemed extended to the next business day.
8.6. PARTIAL INVALIDITY. If any term, provision, covenant or
restriction of this Debenture is held to be invalid, void or
unenforceable by a court of competent jurisdiction, then the remaining
provisions shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The parties agree to renegotiate in
good faith any term held invalid and to be bound by the mutually agreed
substitute provision in order to give the most approximate effect
intended by the parties.
8.7. NO WAIVER. No waiver of any term or condition of this Debenture
shall be valid or binding on either party unless agreed in writing by
the Party to be charged. The failure of either party to enforce at any
time any of the provisions of this Debenture, or the failure to require
at any time performance by the other party of any of the provisions of
this Debenture, shall in no way be construed to be a present or future
waiver of such
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provisions, nor in any way affect the validity of either party to
enforce each and every such provision thereafter.
8.8. CAPTIONS AND HEADINGS. The section headings contained in this
Debenture are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Debenture. The captions and
headings used herein are for convenience and ease of reference only and
are not intended to be a part of or to affect the meaning or
interpretation of this Debenture.
8.9. COUNTERPARTS. This Debenture may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
8.10. FURTHER ASSURANCES. Each of the parties hereto from time to time
at the request and expense of the requesting party and without further
consideration shall execute and deliver such other instruments of
transfer, conveyance and assignment and take such further action as the
requesting party may require to more effectively complete any matter
provided for herein.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed
by its duly authorized officer and this Debenture to be dated as of November 10,
2000.
SELECT COMFORT CORPORATION
By_________________________________________
William R. McLaughlin
President and CEO
Address: 6105 Trenton Lane North
Minneapolis, MN 55442
Agreed and accepted by:
[THE HOLDER]
By:______________________________________________
Its:_____________________________________________
Address:_________________________________________
_________________________________________
_________________________________________
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RESTRICTION ON TRANSFER
THIS DEBENTURE MAY NOT BE RESOLD OR TRANSFERRED UNDER ANY
CIRCUMSTANCES. THE CONVERSION SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE
RESOLD OR TRANSFERRED UNLESS SUCH RESALE OR TRANSFER IS EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES, PRIOR TO RESALE OR
TRANSFER, WRITTEN REPRESENTATIONS OF THE HOLDER AND PROPOSED TRANSFEREE
SATISFACTORY TO THE COMPANY REGARDING SUCH TRANSFER OR, AT THE ELECTION OF THE
COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT THE PROPOSED TRANSFER OF THE CONVERSION SHARES MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER THE
APPLICABLE SECURITIES LAWS, OR THE RESALE OR TRANSFER OF THE CONVERSION SHARES
IS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS.
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EXHIBIT A TO CONVERTIBLE SUBORDINATED DEBENTURE
FORM OF CONVERSION NOTICE
_______________, 20__
Select Comfort Corporation
6105 Trenton Lane North
Minneapolis, MN 55442
Attention: President and CEO
Pursuant to the terms of Section 4.2 of that certain Convertible Subordinated
Debenture dated _______________, 2000 and issued by Select Comfort Corporation
(the "Debenture"), notice is hereby given that the Holder elects to convert
$_________ of the principal amount of the Debenture into shares of Common Stock
(as defined in the Debenture). The originally issued Debenture accompanies this
Conversion Notice and is surrendered by the Holder for conversion of the
principal amount stated above in accordance with the terms of the Debenture.
The shares of Common Stock issuable upon conversion of the Debenture (and, if
applicable, a check for any amount payable in lieu of a fractional share
interest and a replacement debenture instrument in the principal amount of the
Debenture that remains outstanding following the conversion effected hereby)
shall be issued in the name of the Holder and forwarded to:
__________________________________
__________________________________
__________________________________
[THE HOLDER]
By:__________________________________________________
Its:_________________________________________________
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