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[FORM FOR NASDAQ LISTED COMPANY]

PREPARER NOTES: This document is provided with the understanding that it does not constitute the rendering of legal or other professional advice by Goodwin Procter LLP or its attorneys. This document (which is in Microsoft Word® format) may be saved and edited so that it can be modified for a specific company (for example, name of the company, name of the contact person, etc.). This document may also require other revisions to render it suitable for a specific company’s circumstances. In the event this document is substantively modified (for example, to shorten or simplify), the preparer should verify that the questionnaire, as modified, will still gather the information necessary to assist the Board of Directors in considering and making its independence and other determinations.
Please note that this questionnaire does not address independence-related matters other than those required by the NASDAQ Stock Market (including the NASDAQ Global Select Market, the NASDAQ Global Market and the NASDAQ Capital Market and SEC rules, such as independence criteria used by institutional investor advisory or corporate governance ratings services. A separate appendix containing questions that reflect the objective director independence standards of Institutional Shareholder Services Inc. and the Council of Institutional Investors is available to supplement this questionnaire. Companies that are seeking to monitor director independence under the ISS and/or CII ratings should consider adding one or both series of questions in the appendix to this questionnaire, but should be aware that the supplemental questions are separate from the disclosure and corporate governance requirements of SEC and NASDAQ rules reflected in this questionnaire.
This document has been prepared for use by domestic public companies with common stock listed on the NASDAQ Stock Market, and is not appropriate for companies subject to different SEC or stock exchange requirements, including but not limited to asset backed issuers, foreign private issuers or investment companies, nor does it reflect SEC rules applicable to smaller reporting companies or emerging growth companies. This document is not a substitute for advice of qualified attorneys. We recommend that you consult with your regular Goodwin Procter LLP attorney prior to using this document.


Memorandum

To The Non-Employee Members of the Board of Directors of [EDIT – Insert Company Name]


From [EDIT – Insert name of contact person at Company]
Re Questionnaire – Director Independence, Audit Committee and Compensation Committee Matters
Date January ●, 2013

We are circulating this questionnaire to the non-employee directors of [EDIT – Insert Company Name] (the “Company”) to assist the Board of Directors in making determinations concerning the qualifications of non-employee members of the Company’s Board of Directors and Audit Committee that are required by NASDAQ Stock Market listing standards and Securities and Exchange Commission rules. This questionnaire will also be used to assist the Board of Directors in determining whether members of the Compensation Committee qualify as “non-employee directors” under SEC rules and as “outside directors” under the Internal Revenue Code of 1986 and the related regulations of the Internal Revenue Service. This questionnaire supplements the separate questionnaire that we are circulating to all directors and executive officers of the Company. The purpose of this questionnaire is to enable the Board of Directors to evaluate the Company’s compliance with the following requirements:



Independence of Non-Employee Directors (Questions 1-7). NASDAQ rules require that a majority of the Company’s directors must qualify as “independent” under NASDAQ rules. In order for a director to qualify as an “independent director” under NASDAQ rules, the Board of Directors must affirmatively determine that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. These rules also include a list of relationships that would prevent the Board of Directors from determining that a director is independent. The Company must disclose in its proxy statement the identity of its independent directors and any transactions, relationships or arrangements considered by the Board of Directors in determining that its independent directors are independent.1

Qualifications of Audit Committee Members (Questions 8-12). NASDAQ and SEC rules impose additional qualifications on members of the Audit Committee. NASDAQ rules require that each member of the Audit Committee shall not have participated in the preparation of the financial statements of the Company at any time during the past three years and must be able to read and understand financial statements. NASDAQ rules also require that at least one member of the Audit Committee have accounting or related financial management experience; this requirement is separate from status as an “audit committee financial expert” discussed below, but a director who is qualified in that capacity will satisfy this NASDAQ requirement. In addition to these NASDAQ requirements, SEC rules require Audit Committee members to satisfy two supplemental independence standards not required for directors who are not members of the Audit Committee: (1) no Audit Committee member may accept any direct or indirect consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than normal compensation for service on the Board of Directors or a committee of the Company or a subsidiary, and (2) no person who is an “affiliate” of the Company may serve on the Audit Committee.

Audit Committee Financial Expert” Status (Questions 13-14). SEC rules require the Company to disclose in its Form 10-K or proxy statement whether there is at least one “audit committee financial expert” serving on the Audit Committee. The Board of Directors must determine whether one or more members of the Audit Committee qualifies as an audit committee financial expert. This determination requires the Board of Directors to review the qualifications of potential experts under SEC rules. Questions 13 and 14 summarize the elements of the audit committee financial expert definition.



Compensation Committee “Outside Director” and “Non-Employee Director” Status (Questions 15-16). Members of the Compensation Committee should, in addition to qualifying as “independent” directors under NASDAQ rules, satisfy the requirements for certain exemptions under SEC and IRS rules. In order for certain compensatory transactions involving the Company’s securities to qualify for the exemption from “short swing” profits recapture under Section 16(b) of the Securities Exchange Act of 1934 that is provided by SEC Rule 16b-3, members of the Compensation Committee must qualify as “non-employee directors” under SEC rules. In addition, in order to preserve the deductibility of certain compensation paid to executive officers, Compensation Committee members must qualify as “outside directors” under Section 162(m) of the Internal Revenue Code. Questions 15 and 16 are intended to assist the Board of Directors in determining whether members of the Compensation Committee satisfy these requirements. As required by SEC rules, NASDAQ has proposed rules that will impose additional qualifications on members of the Compensation Committee. These rules are subject to SEC approval and are not expected to apply to the Company until 2014.

[[EDIT – Insert if Supplemental Appendix: ISS and CII Objective Director Independence Standards will be attached:] Institutional Shareholder Advisory Services (Appendix 1). In addition to the questions described above, the Company has chosen to supplement this questionnaire with the questions in Appendix 1. These questions will assist the Board of Directors in assessing whether directors qualify as independent under the policies of Institutional Shareholder Services Inc. and the Council of Institutional Investors, which provide advisory services to institutional investors.]

————


Please note that NASDAQ listing standards and SEC rules effectively require the Company to monitor the independence of directors and members of the Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee throughout the year. As a result, if there is any change or proposed change in the facts on which your answers to this questionnaire are based, it is important that you to notify _____________ at the Company by telephone (___-___-____), telecopier (___-___-____) or by email (__________@________) at the earliest possible time.

Please complete the following questionnaire, date and sign it on page Q-1, and return it to me by [____________, 20__]. Please note that it may be necessary to supplement this questionnaire with in-person interviews in order to allow the Board of Directors to make the determinations referred to above. Please call me at (___) ___________, [or our outside counsel, _______________________ of Goodwin Procter LLP at ___-___-____,] if you have any questions about the questionnaire.



NON-EMPLOYEE DIRECTOR INDEPENDENCE AND
AUDIT COMMITTEE AND COMPENSATION COMMITTEE QUALIFICATION QUESTIONNAIRE


Table of Contents


Definitions and General Instructions 2

Section 1: Independence Standards for Non-Employee Directors 3

Section 2: Additional Qualifications for Audit Committee Members 7

Section 3: “Audit Committee Financial Expert” Status 10

Section 4: Additional Qualifications for Compensation Committee Members 14

Director’s name: _____________________________________



I have completed the following questionnaire to the best of my knowledge as of the date below and understand that the Company and the Board of Directors will rely upon this information in complying with requirements of the federal securities laws, federal tax regulations, NASDAQ Stock Market listing standards and preparation and filing of SEC disclosure documents. I will promptly notify the Company if any of this information changes or becomes incorrect.

Date: ­­­­­­_____________, 20__

Signature
Definitions and General Instructions
Please review the terms below before answering this questionnaire. These terms are indicated in this questionnaire in bold underscored text.

Affiliate” means, with respect to any person, a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that other person.

Controlmeans, for purposes of the definition of affiliate above, having direct or indirect power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract, or otherwise. A person will be deemed not to control another person for this purpose if the person is not an executive officer or director of the other person and is not a beneficial owner, directly or indirectly, of more than 10% of any class of equity securities of the other person.

Any majority-owned subsidiary, or less-than-majority owned business entity which is in fact controlled by a person, is an affiliate of the person owning the majority interest or controlling the business entity. Directors who are also employees, executive officers, general partners and managing members of an affiliate of another person will also be deemed to be affiliates of that other person.

Beneficial ownership is determined under SEC Rule 13d-3, which generally means having or sharing any direct or indirect voting or investment power over a company’s equity securities through any contract, arrangement, understanding, relationship, trust, proxy or otherwise (including the right to acquire equity securities within 60 days through the exercise of any option, warrant, conversion right, revocation right or other right).

Family member” or member of your family are used interchangeably in this questionnaire and include your spouse, parents, children and siblings, whether by blood, marriage or adoption (including mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, stepparents and stepchildren), and also include anyone residing in your home (other than a tenant or employee).



As used in this questionnaire, any reference to the “Company” includes any parent or subsidiary whose financial statements are consolidated with the Company as filed with the SEC (but not if the Company reflects such entity solely as an investment in its financial statements), unless otherwise stated.

Section 1: Independence Standards for Non-Employee Directors


All non-employee directors and nominees for director should answer questions 1-7 below. Questions 1-6 are required by NASDAQ rules and relate to circumstances that would prevent the Board of Directors from determining that a director is “independent” under NASDAQ listing standards. If you answer “no” to each of these questions, the Board of Directors must still consider any information provided in response to question 7 in making a determination that you are independent.
1. Are you now, or have you been at any time during the past three years, employed in any capacity by the Company, other than prior employment as an executive officer on an interim basis, provided that such interim employment did not last longer than one year?
 Yes  No

2. Have you, or any member of your family, received during the past three years any compensation from the Company other than:


  • compensation for service on the Board of Directors or any of its committees;

  • compensation paid to a member of your family who is an employee (other than an executive officer) of the Company;

  • compensation received for former service as an interim executive officer, provided that such interim employment did not last longer than one year; or

  • benefits under a tax-qualified retirement plan, or non-discretionary compensation?

 Yes  No
If you answered “yes” above, please describe the compensation received, including who received the compensation, what it was received for, the amount of any such compensation and when it was paid:

Please note that the receipt by you or a member of your immediate family of more than $120,000 in direct compensation (not including any amounts in the four categories of exempt compensation above) during any 12-month period within the last three years will automatically disqualify you from being considered independent.

Please note that under NASDAQ rules political contributions to you or a family member would be considered indirect compensation. In addition, non-preferential payments made in the ordinary course of providing business services (such as payments of interest or proceeds related to banking services or loans by a company that is a financial institution or payment of claims on a policy by a company that is an insurance company), payments arising solely from investments in the Company's securities and loans permitted under Section 13(k) of the Securities Exchange Act of 1934 will not preclude a finding of director independence as long as the payments are non-compensatory in nature. Depending on the circumstances, a loan or payment could be compensatory if, for example, it is not on terms generally available to the public. Accordingly, please list any payments or loans from the Company to you or any family member that were received at any time during the preceding three years below or, if none, check “None”:


 None
 I am disclosing the following payments and loans:
3. Is any member of your family now, or has any member of your family been at any time during the past three years, an executive officer of the Company?
 Yes  No

4. Are you, or is any member of your family, now employed as an executive officer of another company for which any of the Company’s executive officers serve or served, at any time during the past three years, on the other company’s compensation committee?
 Yes  No
5. Please list all companies of which you are a current employee or any member of your family is a current executive officer:

To your knowledge, has the Company made any payments to, or received any payments from, any of the companies listed above for property or services in any of the last three fiscal years or the current fiscal year (or are payments proposed to be made to or received from any such company in the future)?


 Yes  No
If you answered “yes” above, please list the dates and amounts of such payments for each fiscal year (separately listing payments made to or received from each company), the other company receiving or making the payment and the amount of the other company’s consolidated gross revenues for each fiscal year in which payments were made or are proposed to be made:


Please note that you will be automatically disqualified from being considered independent if the Company has made payments to, or received payments from, any of the companies listed above for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $200,000 or 5% of the recipient’s consolidated gross revenues for the relevant year.
Please note that under NASDAQ rules the following need not be included in the amounts referred to in question 5: (1) payments arising solely from investments in the Company’s securities and (2) payments under non-discretionary charitable contribution matching programs.


6. Are you, or is any member of your family, now a current partner of the Company’s outside auditors, or did you or any member of your family at any time during the past three years work on the Company’s audit as a partner or employee of the Company’s outside auditors?
 Yes  No

7. Under NASDAQ rules, in order for a director to be classified as independent, the Board of Directors must make an affirmative determination that the director has no relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Accordingly, the Board of Directors must evaluate – in addition to the answers to questions 1-6 above – the materiality of all existing and proposed relationships and all prior relationships involving any director who is to be determined independent under NASDAQ rules (other than service on the Board of Directors or its committees).
Please list below all direct and indirect relationships (including, for example, relationships involving any business, nonprofit or other entity in which you serve as a partner, manager, director, trustee, officer, or significant stockholder or investor, or in which you have any significant financial interest) which the Board of Directors should consider in evaluating your independence.

  • Please consider current and past relationships as well as any that are proposed.

  • Please consider for this purpose any kind of relationship, such as commercial, industrial, banking, investment, consulting, legal, accounting and charitable relationships.

  • Please consider any current, past or proposed relationships that may be attributable to you indirectly as a result of a relationship or transaction that involves any member of your family.

  • Please consider for this purpose any passive investments in any privately held or publicly traded companies.

Please list any such relationships below or, if none, check “none.”

 None
 I am disclosing the following relationships:


Section 2: Additional Qualifications for Audit Committee Members
Please answer questions 8-12 only if you are a member of or nominee for the Audit Committee. Audit Committee members must meet the independence definitions set forth above and the additional independence tests set forth below. If you answer “yes” to any of questions 8, 9 or 10 or “no” to question 11, it is unlikely that you will be able to serve on the Audit Committee. Under NASDAQ rules, at least one member of the Audit Committee must be able to answer “yes” to question 12.

8. Do you directly or indirectly beneficially own more than 10% of any class of the Company’s voting equity securities?
 Yes  No
Please note that under SEC rules, beneficial ownership of 10% or less of any class of the Company’s voting equity securities is deemed not to result in affiliate status. If your beneficial ownership exceeds 10%, your status as an affiliate of the Company will depend on facts and circumstances to be evaluated by the Board of Directors.

9. Are you an affiliate of the Company or any subsidiary of the Company, other than because of your service as a member of the Board of Directors or any of its committees? Please review the definition of affiliate when answering this question.
 Yes  No
If yes, please describe the affiliation:

10. Have you accepted payments, or are you a party to any existing or proposed written or oral contract or other arrangement which provides for payments, directly or indirectly, to you from the Company or any of its subsidiaries of any accounting, consulting, legal, investment banking or financial advisory or any other compensatory fee (excluding fixed payments under retirement plans and deferred compensation for prior service to the Company), other than compensation for service as a member of the Board of Directors or any of its committees (or Boards of Directors or committees of its subsidiaries)?
 Yes  No

Has your spouse, any minor child or stepchild of yours, or any child or stepchild of yours who shares your home, accepted payments, or is any such person a party to any existing or proposed written or oral contract or any other arrangement that provides for payments, directly or indirectly, of any accounting, consulting, legal, investment banking or financial advisory or any other compensatory fee from the Company or any of its subsidiaries to that individual? Please note that the family members included in this question differ from those defined as your “family member” for purposes of answering questions 1-7 above.

 Yes  No

Has any entity (1) in which you are a partner, member, managing director or executive officer, or in which you occupy a similar position, and (2) which provides accounting, consulting, legal, investment banking, financial advisory or any similar services, accepted payments, or is such entity a party to any existing or proposed written or oral contract or any other arrangement which provides for payments, directly or indirectly, to that entity of any consulting, advisory or any other compensatory fee from the Company or any of its subsidiaries?

 Yes  No
If you answered “yes” to any of the questions above, please provide details of such payments or arrangements in the space below.

11. Have you participated in the preparation of the financial statements of the Company at any time during the past three years?
 Yes  No

Do you believe that you are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement?


 Yes  No
If you answered “yes” to this part of question 11, please provide a brief description of your background and/or the circumstances that support your answer:

12. NASDAQ rules require that at least one member of the Audit Committee must have employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication. This may include being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. This requirement is separate from status as an “audit committee financial expert,” which is the subject of Section 3 of this questionnaire. Do you believe that you have employment experience, professional certification or comparable experience or background required by this NASDAQ rule?
 Yes  No
If you answered “yes” to question 12, please provide a brief description of your education, experience and/or any other factors that support your answer:

Section 3: “Audit Committee Financial Expert” Status



Please answer questions 13-14 only if you have been asked to do so in connection with possible designation as an “audit committee financial expert” as defined in the SEC rules summarized below.
13. Audit Committee Financial Expert Status
(a) Expertise Criteria. Do you have each of the following measures of financial expertise (to qualify, each item in (a) must be “yes”):

  • an understanding of U.S. generally accepted accounting principles and financial statements;

 Yes  No


  • the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

 Yes  No


  • experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

 Yes  No


  • an understanding of internal control over financial reporting; and

 Yes  No


  • an understanding of audit committee functions?

 Yes  No
(b) Experience Criteria. Have you acquired the above financial expertise through one or more of the following outside of and/or prior to serving on the Audit Committee (please note that an audit committee financial expert must meet at least one of the following criteria):

  • Do you have education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions?

 Yes  No
If you answered “yes” to the preceding question, please list applicable education and experience:

  • Do you have experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions?

 Yes  No
If you answered “yes” to the preceding question, please list applicable supervisory positions:

  • Do you have experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements?

 Yes  No
If you answered “yes” to the preceding question, please list applicable oversight or assessment positions:

  • Do you have other relevant experience that you believe is equivalent to the experience listed in any of the three bullet points above?

 Yes  No
If you answered “yes” to the preceding question, please describe the relevant experience:

Please note that if the Board of Directors determines that you qualify as an audit committee financial expert under the factors listed in the last question above, the Company is required to disclose the relevant experience that is the basis for its determination in the Company’s proxy statement.



14. Board Review of Financial Expert Status:
If you answered “yes” to all items in question 13(a) and at least one item in question 13(b), SEC guidelines provide that the Board of Directors will consider all available facts and circumstances in making its determination whether you qualify as an “audit committee financial expert,” including your answers to the following questions:

  • Please describe the level of your accounting or financial education, including whether you earned an advanced degree in finance or accounting:


  • Are you a certified public accountant, or the equivalent, in good standing?

 Yes  No
If “Yes,” please state the length of time that you actively have practiced as a certified public accountant, or the equivalent:



  • Are you certified or otherwise identified as having accounting or financial experience by a recognized private body that establishes and administers standards with respect to such expertise, and are you in good standing with the recognized private body?

 Yes  No
If you answered “yes” to the preceding question, please state the length of time that you have been actively certified or identified as having this expertise:


  • Have you served as a principal financial officer, controller or principal accounting officer of a company that, at the time you held such position, was required by law to file periodic reports with the SEC?

 Yes  No
If you answered “yes” to the preceding question, please state for how long:



  • Describe your specific duties while serving as a public accountant, auditor, principal financial officer, controller, principal accounting officer or position involving the performance of similar functions:


  • Describe your level of familiarity and experience with all applicable laws and regulations regarding the preparation of financial statements that must be included in reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934:



  • Describe the level and amount of your direct experience reviewing, preparing, auditing or analyzing financial statements that must be included in reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934:



  • Describe your past or current membership on audit committees of companies that, at the time you held such membership, were required to file reports pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934:



  • Describe your level of familiarity and experience with the use and analysis of financial statements of public companies:



  • Describe any other relevant qualifications or experience you have that would assist you in understanding and evaluating the Company’s financial statements and other financial information and to make knowledgeable and thorough inquiries whether:

  • the financial statements fairly present the financial condition, results of operations and cash flows of the Company in accordance with generally accepted accounting principles; and

  • the financial statements and other financial information, taken together, fairly present the financial condition, results of operations and cash flows of the Company (i.e., whether or not technically compliant with GAAP).

Section 4: Additional Qualifications for Compensation Committee Members

Please answer questions 15-16 only if you are a member of or nominee for the Compensation Committee. Compensation Committee members must meet the independence definitions set forth above, and should satisfy the additional qualifications set forth below. If you answer “yes” to any of questions 15-16, it is unlikely that you will be able to serve on the Compensation Committee.

15. Non-Employee Director Status under SEC Rule 16b-3

This rule provides an exemption from short swing profit recovery under Section 16(b) of the Securities Exchange Act of 1934 for certain transactions under the Company’s equity incentive plans if approved in advance by the Company’s Board of Directors or by a committee composed solely of two or more “non-employee directors.”


(a) Since the beginning of the Company’s last fiscal year, have you or any member of your family received payments of more than $120,000 from the Company, directly or indirectly, other than for service as a director of the Company?
 Yes  No

(b) Is there any currently proposed transaction or relationship involving you or any member of your family that would potentially result in you or a family member receiving payments of more than $120,000 from the Company, directly or indirectly, other than for service as a director of the Company?


 Yes  No
Please note that although a “yes” answer to any of part of this question 15 will not necessarily disqualify you from serving as a “non-employee director,” additional review will be required to determine whether you satisfy the SEC requirements for service in that capacity.
16. Section 162(m) Outside Director Status
The Internal Revenue Code limits the Company’s ability to deduct certain performance-based compensation paid to certain officers if, among many other conditions, a committee of “outside directors” (as defined in the tax regulations) has not approved the compensatory arrangement.
(a) Are you a former employee of the Company receiving, or who has received in the previous taxable year, compensation from the Company for past services (other than tax-qualified retirement plan benefits)?
 Yes  No
(b) Have you ever been an officer of the Company?
 Yes  No
(c) Either:

  • Do you receive or have you received from the Company, in the Company’s current or previous taxable year, any direct or indirect payments, or is the Company now contractually obligated to pay you directly or indirectly, for goods or services in any capacity other than as a director?

or


  • Does the Company make or has the Company made in the Company’s current or previous taxable year, or is the Company now contractually obligated to make, any payments for goods or services to any business, professional or other entity (1) that employs you, (2) to which you render any substantial services, or (3) in which you have at least a 5% ownership interest?

 Yes  No
Note: This section (c) does not set forth the full, complex remuneration test of the income tax regulations under Section 162(m). If you answer “yes,” further review will be required in order to determine whether you qualify as an “outside director” under Treas. Reg. Section 1.162-27(e)(3). There are “de minimis” and timing exceptions that may or may not permit service on the committee depending on an analysis of the applicable facts (including your percentage ownership of an entity, amount of payments, amount of gross revenues of the entity, timing and other factors).


1 SEC rules permit the Board of Directors of a listed company to adopt additional definitions and categorical standards to assist it in making independence determinations, and to make a general disclosure if a director meets such definitions and standards. If the Board of Directors adopts such additional standards, it must disclose such standards, and if a director does not meet the standards, but is still determined to be independent, the Board must disclose the basis for its determination. If the Board has adopted any such additional definitions and categorical standards, this questionnaire should be revised to reflect those standards.

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