JOINT VENTURE AGREEMENT
This Agreement is entered into effective as of this 18th day of March 2003 by
and between Enova Systems, Inc., a corporation organized and existing under the
laws of the State of California, U.S.A., with its principal place of business at
19850 South Magellan Drive, Torrance CA 90502 (hereinafter referred to as
"ENOVA") and Hyundai Heavy Industries Co., Ltd., a corporation organized and
existing under the laws of the Republic of Korea, with its principal place of
business at Ulsan, Korea (hereinafter referred to as "HHI").
WITNESSETH
WHEREAS, ENOVA is engaged in research, development, sales and marketing of power
management, conversion and propulsion systems for electric, hybrid-electric and
fuel cell vehicles; and
WHEREAS, HHI is engaged in design, development and manufacture of electrical
equipment such as switchgears, transformers, circuit breakers, instrumentation
and control system, power electronics, motors and generators; and
WHEREAS, ENOVA and HHI desire to collaborate by establishing and funding a joint
venture company ("JVC") to which ENOVA and HHI will license certain of their
respective technologies to the JVC, pursuant to the License and Technology
Transfer Agreements in form and substance as set forth in Exhibits B-1 and B-2
attached hereto (the "Licenses"), in consideration of HHI investing $6,000,000
($3,000,000 directly in ENOVA and $3,000,000 in the JVC), pursuant to Stock
Purchase Agreement substantially in form and substance attached hereto as
Exhibit A (the "Stock Purchase Agreement") and ENOVA investing $2 million in the
JVC; and
WHEREAS, the JVC shall engage in the research and development of certain power
conversion and power management technology and products, including electric
vehicle products and distributed generation systems as set forth herein, and
shall grant licenses of its technologies to HHI and ENOVA to manufacture and
market products as more fully set forth in Exhibits C-1 and C-2 attached hereto
(the "Manufacturing and Sales Agreements").
NOW, THEREFORE, in consideration of promises and covenants hereinafter set
forth, ENOVA and HHI agree as follows:
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Article 1. Definitions
For the purposes of this Agreement, the following terms shall have the following
meanings respectively:
1.1 The term "Agreement " shall mean this Joint Venture Agreement.
1.2 The term "Agreement Date" shall mean the effective date of this Agreement
as set forth in the preamble above.
1.3 The term "Parties" shall mean ENOVA and HHI.
1.4 The term "JVC" shall mean that joint venture company to be incorporated
under the laws of the State of California by the Parties in the manner
provided in this Agreement.
1.5 The term "Related Agreements" shall mean those agreements to be
incorporated into this Agreement as exhibits which are to be entered into
between or among ENOVA, HHI and/or the JVC, as the case may be, pursuant
to Article 3 hereof.
1.6 The term "Products" shall mean those products set forth on Schedule 1
attached hereto.
1.7 Unless specifically provided to the contrary, all amounts referred to in
this Agreement are in United States Dollars.
Article 2. Formation of JVC
2.1 Formation. As soon as practically possible after the Agreement Date, but in
no event later than ninety (90) days after the Agreement Date, provided that all
of the Related Agreements referred to in Article 3 have been executed by the
Parties, the Parties shall cause the JVC to be organized and registered under
the laws of the State of California. The Parties shall closely cooperate and
consult with each other with respect to the procedures and particulars of the
organization and registration of the JVC. The JVC will be a close corporation
and the initial registered principal office of the JVC shall be located at 19850
South Magellan Drive, Torrance CA 90502.
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2.2 Articles of Incorporation. At the time of the organization and registration
of the JVC, the Parties shall cause the JVC to adopt the Articles of
Incorporation and Bylaws annexed hereto and marked as Exhibits D-1 and D-2,
respectively (collectively, the Articles and Bylaws to be hereinafter referred
to as the "Charter Documents").
2.3 Paid-in Capital. JVC shall have a paid-in capital of US Five Million Dollars
(USD 5,000,000) consisting of five million shares (5,000,000) of common stock.
HHI shall subscribe to and pay US Three Million Dollars (USD 3,000,000) for
three million shares (3,000,000) amounting to sixty percent (60%) of JVC common
stock shares and ENOVA shall subscribe to and pay US Two Million Dollars (USD
2,000,000) for two million shares (2,000,000) amounting to forty percent (40%)
of JVC common stock shares. The subscription shall take place in the following
manner:
A. At the time of incorporation of JVC, HHI shall wire transfer
[REDACTED]* to the bank account of JVC [REDACTED]* and at the same
time, shall wire transfer [REDACTED]* to the bank account of ENOVA
pursuant to the Stock Purchase Agreement attached as Exhibit A
hereto.
B. One year following the Agreement Date, HHI shall wire transfer
[REDACTED]* to the bank account of JVC [REDACTED]* and at the same
time, shall wire transfer [REDACTED]* to the bank account of ENOVA
pursuant to the ENOVA Stock Purchase Agreement attached as Exhibit A
hereto.
C. From the above transactions and as pursuant to the Stock Purchase
Agreement, ENOVA shall be deemed to have subscribed to and purchased
forty percent (40%) of JVC common stock shares and HHI shall be
deemed to have subscribed to and purchased sixty percent (60%) of
JVC common stock shares. Moreover, as consideration of HHI paying US
Two Million Dollars (USD 2,000,000) on behalf of ENOVA for ENOVA's
subscription of JVC's common stock shares, HHI shall be deemed to
have purchased ENOVA's common stock shares equivalent to US Three
Million Dollars (USD 3,000,000).
2.4 Formation Costs. Expenses incurred by each Party up to the Agreement Date,
including travel expenses and legal fees, shall be borne by the Party so
incurring such expenses. After the Agreement Date, all costs and expenses of the
formation of JVC, to the extent the same are not incurred or assumed by the JVC,
be borne equally by the Parties.
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Article 3. Related Agreements
Immediately after the formation and registration of the JVC, including but not
limited to filing of the Articles of Incorporation ("Exhibit D-1") and adoption
of the Bylaws (Exhibit D-2") by the JVC, the following agreements shall be
entered into between the relevant Parties.
A. The Stock Purchase Agreement ("Exhibits A");
B. The License and Technology Transfer Agreements (Exhibits B-1 and B-2);
and
C. The Manufacturing and Sales Agreements (Exhibits C-1 and C-2).
Article 4. Organization of JVC
4.1 JVC Governance. The organization and governance of the JVC shall be governed
by the Charter Documents except as otherwise set forth in this Agreement.
Notwithstanding anything set forth in the Charter Documents to the contrary, the
following corporate actions shall require the written consent or authorization
at a duly held meeting of the shareholders of the JVC holding at least
seventy-five percent (75%) of the outstanding shares in the JVC:
A. Any amendment to the Charter Documents which has the effect of
increasing or decreasing of the share capital of the JVC or the
authorized number of directors of the JVC;
B. Any merger or other reorganization with another entity;
C. Any dissolution of the JVC except pursuant to the termination of
this Agreement in accordance with its terms;
D. Any sale of all or substantially all of the assets of the JVC; and
E. Any compensation of the Board of Directors.
4.2 Directors and the Board of Directors.
4.2.1 Except as otherwise required by mandatory provisions of law or provided
for in the Charter Documents or this Agreement, responsibility for the
management, direction and control of the JVC shall be vested in the Board of
Directors.
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4.2.2 The Board of Directors may delegate authority for management of the JVC to
officers of the JVC in accordance with this Agreement and the Bylaws,
resolutions duly passed by the Board of Directors and as consistent with the
Articles of Incorporation and mandatory provisions of law.
4.2.3 The directors of the JVC shall be elected as provided in the Bylaws. The
Bylaws of the JVC shall provide for the election of five (5) directors. It is
understood and agreed by the Parties that three (3) of the directors of the JVC
shall be individuals appointed by HHI and two (2) of the directors shall be
individuals nominated by ENOVA. The term of directors shall be for one (1) year
and directors shall be eligible for re-election as are consistent with
applicable law and the Bylaws.
4.2.4 In the event of death, incapacity, prolonged illness, resignation or
removal of a director prior to the completion of the term to which he was
elected, the Board of Directors or shareholders shall vote their shares and take
such other action as may be necessary to appoint or cause to be appointed a
director nominated by the shareholder Party which originally elected such
director as his replacement.
4.2.5 Meetings of the Board of Directors of JVC shall be convened and conducted
not less than once during each calendar quarter of the JVC. Meetings of the
Board of Directors shall be called by the President of the JVC or at the request
of any member of the Board of Directors. Meetings of the Board of Directors
shall be chaired by the President/CEO of JVC who shall be a member of the Board
of Directors.
4.2.6 [REDACTED]*
A. [REDACTED]*;
B. [REDACTED]*;
C. [REDACTED]*;
D. [REDACTED]*;
E. [REDACTED]*;
F. [REDACTED]*;
G. [REDACTED]*;
H. [REDACTED]*;
I. [REDACTED]*;
J. [REDACTED]*;
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K. [REDACTED]*; and
L. [REDACTED]*.
4.3 Officers and Employees of JVC.
4.3.1 President/CEO. The JVC shall have a President/CEO responsible for
day-to-day management and operation of the JVC, who shall be elected by
the Board of Directors. The first President/CEO shall be nominated by
ENOVA for approval by the Board of Directors for a two-year term.
[REDACTED]*
4.3.2 Vice President. The JVC shall have one (1) Vice President of
Finance/CFO who shall be in charge of finance and accounting. The Vice
President of Finance/CFO shall be appointed by HHI.
4.3.3 Employees of JVC. As the Parties recognize the importance of the JVC
obtaining the best available personnel for its success, during the first
two (2) years of the JVC's formation, the Parties agree to use best
efforts to assist, at no additional financial expense, the JVC in its
efforts to locate and hire capable employees and the Board of Directors of
the JVC shall have the right to approve the personnel employed by the JVC.
4.4 Financial Records and Fiscal Year.
4.4.1. A single set of complete books of account shall be kept at all
times by the JVC which shall accurately reflect its financial affairs.
Such books shall be kept in accordance with GAAP and applicable U.S.
Securities and Exchange rules and regulations. Major financial and
operating statements, including balance sheets, income statements,
statements of changes in financial position, and others as may be
requested by the Parties from time to time, shall be prepared by the JVC
and shall be furnished to each of the Parties on no less than a quarterly
basis to insure that each party is reasonably able to comply with
governmental regulatory obligations.
4.4.2 The accounts and records of the JVC shall be audited at the end of
each fiscal year and at the expense of the JVC by a firm of independent
public accountants selected by agreement between the Parties.
4.4.3 The Parties agree that each of them may at its own expense have the
full right and power to
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examine, audit, inspect and copy the books, records, and accounts of the
JVC during normal business hours. For this purpose, the JVC shall preserve
all records relating to each fiscal year for a minimum period of seven (7)
years.
Article 5. Business and Operations of JVC
5.1 Business Scope. The business scope of the JVC shall be research and
development of power conversion, power management, including electric
vehicle products, distributed generation systems, manufacturing technology
of such products, and other technologies which are deemed to be feasible
and consistent with the terms and conditions of the Licenses (Exhibits B-1
and B-2) and the Manufacturing and Sales Agreements (Exhibits C-1 and C-2)
and the products and technologies identified on Schedule 1 attached hereto
and incorporated herein by reference. The JVC agrees not to develop, sell
or license Products or technologies which would compete with either
Party's existing products or technologies without the other Party's
consent. Furthermore, in no event will the JVC develop, sell or license
any Products or technologies that conflict with existing contractual
obligations of either Party.
5.1.1 [REDACTED]*.
5.1.2 [REDACTED]*.
5.2 Assistance to JVC.
5.2.1 Both Parties shall diligently assist the JVC for a period of two (2)
years following formation of the JVC without financial cost:
A. [REDACTED]*;
B. [REDACTED]*;
C. [REDACTED]*; and
D. [REDACTED]*.
5.3 Grants by ENOVA and HHI to JVC.
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5.3.1 ENOVA and HHI shall each grant the JVC [REDACTED]* as set forth in
the respective License and Technology Transfer Agreements (Exhibits B-1 and
B-2). Each Party shall likewise be granted manufacturing and sales licenses
from the JVC as set forth in the respective Manufacturing and Sales
Agreements as set in Exhibits C-1 and C-2.
Article 6. Financing
6.1 Working Capital.
6.1.1 If necessary, upon prior approval of a majority of the authorized
number of the Board of Directors in accordance with applicable law, the
JVC may obtain its necessary working capital over and above its original
share capital by commercial borrowing. If, as a condition to granting any
such loan, the lender requires guarantee(s), the Parties may undertake to
provide the guarantee(s), each in proportion to its equity interest in the
JVC as they may mutually agree in writing in their sole discretion.
6.1.2 In the event the JVC is unable to borrow funds considered by HHI and
ENOVA to be necessary, subject to approval by a majority of the authorized
number of the Board of Directors of the JVC in accordance with applicable
law, the Parties [REDACTED]* to the JVC the [REDACTED]* in the JVC up to
such amounts as they may from time to time mutually agree upon in writing
in their sole discretion. Each Party shall make each such loan to the JVC,
unless otherwise mutually agreed in writing in their sole discretion , on
the same terms and conditions regarding duration, interest, repayment and
otherwise, as the corresponding loan made by the other Party.
6.2 Manner of Providing Additional Equity Capital. [REDACTED]*, upon approval of
a majority of the authorized number of the Board of Directors in accordance with
applicable law and the provisions of this Agreement. Upon the contribution of
such capital to the JVC, the Parties shall [REDACTED]* to their contribution as
agreed by both Parties in writing.
Article 7. Other Matters Pertaining to JVC Stock
7.1 Preemptive Rights. ENOVA and HHI shall retain the preemptive right to
subscribe and pay for
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any shares of the JVC issued after the Agreement Date as more fully set forth in
the Bylaws.
7.2 Transfers of Shares.
7.2.1 Except as otherwise expressly provided for in this Article 7, the
Parties mutually covenant and agree [REDACTED]* any of the shares of JVC
held by them, or preemptive rights to new shares allotted to them, except
(i) with the written consent of the other Party or (ii) as stipulated in
this Agreement.
7.2.2 No [REDACTED]*
7.2.3 Each Party to the extent permitted by law hereby extends to the
other Party a right of first refusal with respect to the sale of the
shares of JVC held by it as set forth in the Bylaws of the JVC.
Article 8. Payment and Withholding
8.1 Manner and Place of Payments. Any and all payments to be made to ENOVA or
HHI by the JVC in consequence of or in connection with the acts or transactions
contemplated by this Agreement and the Related Agreements, including but not
limited to dividends, royalties, interest payments, reimbursable expenses and
repatriated capital, shall be made, except as otherwise provided herein, in
United States Dollars, to ENOVA or HHI, as applicable, to the attention of the
appropriate individual and address as ENOVA or HHI, as applicable, shall have
specified by written notice or at such bank in Korea or the United States as may
from time to time be designated by ENOVA or HHI, as applicable.
8.2 Withholding Taxes. Any sum required under California or U.S. Federal tax
laws to be withheld by JVC for the account of ENOVA or HHI from payments due to
ENOVA or HHI, as applicable, shall be withheld and shall be promptly paid by JVC
to the appropriate tax authorities, and the Parties shall cause JVC to furnish
ENOVA or HHI, as applicable, official tax receipts or other appropriate evidence
issued by the State of California or U.S. Federal tax authorities sufficient to
enable ENOVA or HHI, as applicable, to establish the payment of the taxes
described above.
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Article 9. Confidentiality of Information
9.1 Duty of Secrecy and Confidentiality. Except to the extent that disclosures
may be permitted by any of the Related Agreements, each Party agrees to keep
strictly secret and confidential all information obtained from the other Party
or the JVC which is designated as confidential by said other Party or JVC, as
the case may be until three (3) years after termination of this Agreement. To
that end, all records, copies, reproductions, reprints and translation of such
information shall be plainly marked to indicate the secret and confidential
nature thereof and to prevent unauthorized use or reproduction thereof.
9.2 Limitations and Survival of Obligation. Such obligations, as undertaken by
the Parties pursuant to this Article 9, shall survive termination of this
Agreement and shall remain in effect and be binding on the Parties for a period
of three (3) years after the termination of this Agreement except for
information that becomes part of the public domain, is received from an
independent source, or disclosure is required under applicable law or by
governmental authority.
Article 10. Compliance with the Law
The Parties shall comply with and shall cause JVC to comply with all statutes,
regulations, judicial or governmental agency orders or other laws of the State
of California, U.S.A. or any other jurisdiction which are or may be applicable
to JVC, and shall obtain and maintain all approvals, licenses and authorization
necessary for JVC to conduct its business as it may from time to time be
conducted.
Article 11. Term and Termination
11.1 Term. The term of this Agreement shall begin as of the Agreement Date and
shall continue in force and effect for an indefinite term thereafter, until the
JVC shall be dissolved or otherwise cease to exist as a separate entity, or
until this Agreement is terminated earlier pursuant to the following provision
of this Article 11.
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11.2 Termination. This Agreement shall be terminated as provided below:
11.2.1 Upon agreement in writing between the Parties to terminate this
Agreement;
11.2.2 By either Party if any of the conditions prior to signing will not
have been met, or not have been waived in writing by the other Party prior
to or on the Agreement Date;
11.2.3 [REDACTED]*;
11.2.4 Upon liquidation or dissolution of the JVC; or
11.2.5 Upon a Party giving rise to an event listed below (referred to
herein as the "Event of Default") unless waived in writing by the
Non-Defaulting Party. For purposes of this Agreement, the Party giving
rise to the Event of Default is referred to herein as the "Defaulting
Party" and the Party not giving rise to the Event of Default is referred
to herein as the "Non-Defaulting Party". Events of Default are as follows:
A. [REDACTED]*;
B. [REDACTED]*;
C. [REDACTED]*;
D. [REDACTED]*; or
E. [REDACTED]*.
11.2.6 Upon the rise of an Event of Default, Non-Defaulting Party may
elect to terminate this Agreement upon written notice given within thirty
(30) days after each Event of Default (except for Section 11.2.5 (D),
whereupon the Party desiring to sell such assets or equity may notify the
other Party of its intention to sell and the non-selling Party must make
its termination election within thirty (30) days after such notice), and
may thereafter elect one of the following options:
A. The Defaulting Party will [REDACTED]*
B. [REDACTED]*
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11.3 Upon termination of the Agreement, the Licenses [REDACTED]* compliance with
the Manufacturing and Sales Agreements and the Manufacturing and Sales
Agreements shall [REDACTED]* except in accordance with their specific terms. Any
ongoing royalties or other payments that would otherwise be payable to the JVC
after dissolution shall be paid first to any creditors of the JVC and then paid
to the shareholders of the JVC at the time of dissolution in accordance with
their respective ownership interests in the JVC at the time of dissolution and
applicable law.
11.4 Upon termination of the Agreement, no Party shall be discharged from and of
its antecedent obligations or liabilities to the other Party provided herein or
under any of the Related Agreements and confidentiality obligations as set forth
in Article 9, unless otherwise agreed in writing by the Parties.
11.5 If either Party challenges or disagrees with the asserted basis of a
termination hereunder, the termination will not be considered effective until
after a decision of the arbitration tribunal, in accordance with the procedures
of Article 12 hereto.
Article 12. Interpretation
12.1 Applicable Law. The validity, construction and performance of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of California excluding that body of law known as conflicts of law.
12.2 Settlement of Dispute. Any dispute or conflict which may arise between the
Parties, out of or in relation to or in connection with this Agreement or for
the breach thereof which cannot be resolved between the Parties shall be
referred to the board of directors of each such Party. Each board shall nominate
one of its members to confer with a member nominated by the other Party and
present to each board a recommended solution. If within thirty (30) days after
receipt of such recommendation, the respective boards cannot agree with each
other, then each Party shall be entitled to initiate the relevant arbitration
procedures.
12.3 Arbitration. All disputes, controversies, or differences, that remain after
the settlement of dispute procedure as provided in paragraph 12.2, shall be
submitted to arbitration in Los Angeles under the
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then current Commercial Arbitration Rules of the American Arbitration
Association ("AAA") by three arbitrators. The award rendered by the arbitrators
shall be final and binding upon both Parties.
12.4 Effect of Headings. The headings to articles and paragraphs of this
Agreement are to facilitate reference only, do not form a part of this
Agreement, and shall not in any way affect the interpretation hereof.
12.5 Entire Agreement. This Agreement, with Related Agreements and exhibits,
constitutes the entire agreement of the Parties with respect to the subject
matter hereof and supercedes and cancels any and all prior understandings or
agreements, verbal or otherwise, in relation hereto, which may exist between the
Parties. No amendment or change hereof or addition hereto shall be effective or
binding on either of the Parties unless reduced to writing and executed by the
respective duly authorized representatives of the Parties.
12.6 Waivers. No term or condition shall be deemed waived by any Party unless
the waiver has been reduced to writing, and signed by the Parties and such
waiver shall not constitute or be deemed a waiver of any other right hereunder
or against any other failure to perform or breach hereof by such other Party,
whether of a similar or dissimilar nature hereto.
12.7. Representations and Warranties. All representations and warranties made by
either Party, whether by Party's officers, employees, agents, representatives
and consultants, whether acting or not in their authorized capacity but so long
as relied upon by the other Party relating to a material fact, shall be deemed
to be an essential condition of this Agreement, the misstatement of which shall
give cause to the non-defaulting Party to rescind this Agreement with the
resulting legal consequences.
Article 13. Miscellaneous
13.1 No Agency. The Parties and JVC shall act in all matters pertaining to this
Agreement as independent contractors and nothing contained herein shall
constitute any Party or JVC the partner, agent or legal representative of any
other Party or JVC.
13.2 Force Majeure. Not withstanding any other provisions of this Agreement, a
Party shall not be liable to the other Party for any loss, injury, delay,
damages or other casualty suffered or incurred by
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the latter due to strikes, riots, storms, fires, explosions, acts of God, war,
action of any governmental or any other cause beyond the reasonable control of
the Party, and any failure or delay by either Party in performance of any of its
obligations under this Agreement due to one or more of the foregoing causes
shall not be a breach of this Agreement. However, each Party shall promptly
notify the other Party of the occurrence of such force majeure condition. If
such condition continues for longer than three (3) months, the Parties shall
mutually consult about the appropriate modification of this Agreement. This
provision shall not exempt any Party from its duty to perform the obligations
under this Agreement as soon as practicable after a force majeure condition
ceases to exist.
13.3 Severability. In the event any term or provision of this Agreement shall
for any reason be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other terms or
provisions hereof, and in such event, this Agreement shall be interpreted and
construed as if such term or provision, to the extent, that shall have been held
invalid, illegal or unenforceable, had never been contained herein.
13.4 Notices. Any notice or other communication required or permitted by this
Agreement shall be made in the English language and shall be sufficiently given
(i) if delivered in person, on the date so delivered or (ii) if sent by telex or
e-mail with confirmation of receipt or simultaneous confirmation sent by
registered airmail, on the date so sent, to the following address or such other
address as may be furnished by written notice by a Party to the other Party:
To HHI
Mr. C. D. Lee Senior
Vice President
Electro-Mechanical Research Institute
102-18, MABOOK-RI, KUSEOUNG-EUP,
YONGIN-SHI, GYUNGGI-DO, KOREA 449-716
To ENOVA
Mr. Carl D. Perry
President
Enova Systems Inc.
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19850 S. Magellan Drive, Torrance,
CA 90502, U.S.A.
13.5 Use of Trademarks. It is understood and agreed that no Party's trademark,
trade name, service mark, symbol or any other identification or any
abbreviation, contraction or simulation thereof or reference to any Party or its
customers shall be used in connection with any of JVC's products or in any of
its or their advertising or promotional efforts without prior consultation with
and approval of the relative Party.
13.6 Assignment. No Party shall have the right to assign by operation of law or
otherwise any or all of its rights or obligations under this Agreement without
the prior written consent of the other Party.
13.7 Survival. The Parties agree that the terms and conditions of this Agreement
shall survive all legal acts contemplated herein. Any third party called upon to
interpret and resolve any difference between the Parties to this Agreement in
the future, even after the realization of the legal acts contemplated, shall be
guided by the general principles of intention and general obligations set forth
in this Agreement.
13.8 Exhibits. The Exhibits attached to this Agreement shall constitute the part
--------
of this Agreement and
have same effect with this Agreement.
IN WITNESS WHEREOF, and having been approved by the Board of Directors of each
Party, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives on the day and year first set above.
Enova Systems Inc.
By __________________________________
Hyundai Heavy Industries Co., Ltd.
By_________________________________
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Schedule 1
Technology and Product Development
1.1.1 [REDACTED]*
1.1.2 [REDACTED]*
1.1.3 [REDACTED]*
1.1.4 [REDACTED]*
1.1.5 [REDACTED]*
1.1.6 [REDACTED]*
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