Attachment B - 2121 Broadway Sale Addendum

ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE (LAND) (Property with No Residences) This Addendum has not been approved by the Colorado Real Estate Commission. This form has important legal consequences, and the Parties should consult legal or other consultants before signing. Addendum to the Contract to Buy and Sell Real Estate: This addendum (“Addendum”) is attached to and incorporated into the Contract to Buy and Sell Real Estate (LAND) dated _______________, 2026 (“Original Contract”; the Original Contract, together with this Addendum, collectively, the “Contract”) between the City of Boulder Central Area General Improvement District, a general improvement district formed pursuant to Chapter 84, Boulder Revised Code 1981 (“CAGID” or “Seller”) and MA-LR Boulder, LLC, a Delaware limited liability company (“Buyer”), for the sale and purchase of the property located at 2121 Broadway, Boulder, Colorado 80302 (“Property”). 1. Conflict. In the event there is any inconsistency or conflict between the terms of this Addendum and the Original Contract, the terms of this Addendum shall control in all events. 2. Representations and Warranties. By signing this Contact, Seller hereby represents and warrants to Buyer as of the date of MEC, and at the Closing, as follows: (a)

Seller has full power and authority to enter into this Contract to assume and perform all of its obligations and to consummate the transaction contemplated by the Contract. The person signing the Contract on behalf of Seller is authorized to do so. Notwithstanding the foregoing, this sale is contingent upon the approval of the CAGID Board of Directors, which approval is anticipated in October 2025.

(b)

There are no leases or other occupancy agreements, written or unwritten, binding upon the Property or contracts of any kind relating to the use, management, leasing, operation, maintenance, ownership or repair of the Property, including none with the First Congregational Church. Seller is the sole owner of all the Property and will not, prior to closing, assign, pledge, transfer, lease, or in any way encumber its interest therein.

(c)

Seller has neither issued nor received written notice of any violation of any law, municipal ordinance, or other governmental requirement affecting the Property, and Seller has no reason to believe that any authority (including Seller) contemplated issuing same or that any violation exists.

(d)

There are no threatened mechanics liens or notices of intent to file mechanics liens against all or any portion of the Property, and all contractors, subcontractors, materialmen, suppliers, laborers and other parties who have performed services and/or provided material to or with respect to the Property have been paid in full.

(e)

Seller has neither issued nor received notice of any condemnation or eminent domain proceeding for the purchase of the Property. If during the term of this Contract, Seller issues or receives notice of a condemnation or eminent domain proceedings (or the threat thereof), Seller shall promptly notify Buyer.

(f)

No litigation or proceeding is pending or, to Seller’s actual knowledge, threatened relating to Seller or the Property, or any part thereof.

(g)

Seller has no actual knowledge of any latent defect with respect to the Property.

(h)

No party has any right or option to purchase the Property or any portion thereof, including a right of first refusal or otherwise. No party other than Seller has any right to possess or occupy all or any portion of the Property. Neither the execution of the Contract nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under, or acceleration of, any contract to which Seller is a party or by which either or both of Seller and the Property is/are bound; or (ii) violate any restriction, court order, contract or other legal or administrative obligation to which either or both of Seller and the Property is/are subject.

(i)

Seller has not received or issued any written notice of any pending or threatened claims, complaints, notices, correspondence, or requests for information with respect to any violation or alleged violation of any Environmental Law with respect to the Property, any releases of Hazardous Substances (as each is hereinafter defined) relating to the Property or any corrective or remedial action for, or cleanup of, the Property or any portion thereof. Seller has not transported, disposed of or treated, or arranged for the transportation, disposal or treatment of, any Hazardous Substances to or from the Property. For purposes of the Contract, “Environmental Laws” shall mean: all past, present or future federal, state and local statutes, regulations, directives, ordinances, rules, policies, guidelines, court orders, decrees, arbitration awards and the common law, that pertain to environmental matters, contamination of any type whatsoever or health and safety matters, as such have been amended, modified or supplemented from time to time, including, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act. For purposes of the Contract, “Hazardous Substances” shall mean: any substance, material, waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law, and petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas).

(j)

Seller is not a “foreign person,” as that term is used and defined in the Internal Revenue Code, Section 1445, as amended.

(k)

Seller is not a Prohibited Person (as defined below). As used herein, a “Prohibited Person” is (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”), (ii) a person or entity owned or

controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac, (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC, or (v) a person or entity that is affiliated with any person or entity identified in clauses (i), (ii), (iii) and/or (iv) of this Section 31.6(o). All of the foregoing representations (the “Seller Representations”) shall be deemed remade and restated as of Closing, and if any of the Seller Representations are untrue or incorrect in any material respect on or prior to Closing, Buyer shall have a Right to Terminate the Contract in accordance with Section 24 of the Contract. The Seller Representations shall survive the Closing Date for a period of eighteen (18) months, provided that any action claiming a breach or enforcement rights with respect to the Seller Representations must be instituted within eighteen (18) months after Closing. 3. Project Approvals. (a)

Buyer intends to develop and construct a hotel and associated retail facilities in and on the Property (“Project”). From and after the MEC, Buyer shall be permitted to seek and obtain from the City of Boulder (the “City”) or any other applicable federal, state and local governmental and quasi-governmental authorities (“Governmental Authorities”) any and all final, unappealable approvals or entitlements which Buyer determines are necessary or required for Buyer’s design, development and construction of the Project, including, without limitation, all permits (or the availability thereof), any zoning, platting, site plan or signage requirements, approvals or entitlements, all of which shall be in a form and with such content, and subject to conditions and restrictions, acceptable to Buyer in its sole and absolute discretion (collectively, “Approvals”).

(b)

If Buyer has not obtained the Approvals on or before the date which is twenty-four (24) months after the Inspection Resolution Deadline (“Approval Period”), or if, at any time on or before the last day of the Approval Period, Buyer concludes, in Buyer’s sole and absolute discretion, that obtaining the Approvals in form and substance acceptable to Buyer is not feasible or may not be accomplished in a manner or at a cost acceptable to Buyer, then Buyer, at any time on or before the last day of the Approval Period, shall have a Right to Terminate the Contract in accordance with Section 24 of the Contract and, if Buyer timely terminates, then the Earnest Money shall be returned and delivered to Buyer and neither party shall have any further rights or obligations under the Contract other than pursuant to any provision which expressly survives the termination of the Contract.

(c)

Buyer may extend the Approval Period for an initial extension period of three (3) months (“First Extension”) by providing an additional non-refundable deposit of Earnest Money in the amount of fifty thousand dollars ($50,000.00) (the “First

Extension Deposit”) prior to the expiration of the Approval Period. If Buyer chooses to extend the Approval Period, the First Extension Deposit shall become nonrefundable (except in the event of a Seller default) but shall apply to the Purchase Price. If Buyer has not obtained the Approvals on or before the end of the First Extension, Buyer may again extend the Approval Period for an additional three (3) months (“Second Extension”) by providing an additional non-refundable deposit of Earnest Money in the amount of fifty thousand dollars ($50,000.00) (the “Second Extension Deposit”) prior to the date that is the end of the First Extension. (d)

The date of Closing (the “Closing Date”) shall be the date which is thirty (30) days after the end of the Approval Period, as same may extended by the First Extension or the Second Extension, as applicable.

(e)

Seller shall reasonably cooperate with Buyer with respect to seeking, applying for and obtaining the Approvals, including providing Buyer with information and providing and executing any documents that are required in any applications or submittals for the Approvals.

4. Operation of Property. Seller covenants with Buyer that, so long as the Contract remains in effect: (a)

Seller shall not enter into (i) any Lease, contract, or other agreements that will survive the Closing or otherwise affect the use, operation or enjoyment of the Property after the Closing, in each case without Buyer’s prior written consent, which may be withheld in Buyer’s sole and absolute discretion.

(b)

Seller will keep the Property, or will cause the Property to be, fully insured against all usual risks and will maintain, or cause to be maintained, in effect all insurance policies now maintained on the Property, up to and including the Closing Date.

(c)

After the MEC, Seller shall not create or consent to the creation of any lien, encumbrance or other matter affecting title to the Property without Buyer’s prior written consent, which may be withheld in Buyer’s sole and absolute discretion.

(d)

Seller shall not take, or fail to take, any action which will or would cause any of the representations or warranties in the Contract or this Addendum to become untrue or be violated without Buyer’s prior written consent.

(e)

Seller shall promptly notify Buyer of any change (collectively, “Changes”) in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller obtains knowledge subsequent to the MEC which (i) materially affects the Property or any portion thereof, or the use or operation of the Property or any portion thereof, (ii) makes any of Seller’s Representations untrue or misleading in any material respect, or (iii) makes any covenant or agreement of Seller under the Contract incapable or substantially less likely of being performed, it being expressly understood that Seller’s obligation to provide information to Buyer under this subsection (e) shall in no way relieve Seller of any liability for a

breach by Seller of any of its representations, warranties, covenants or agreements under the Contract. 5. Additional Provisions. (a)

Right of Repurchase. If, for any reason, either: (i) Buyer has failed to commence demolition of the existing improvements on the Property or any other site work in preparation of construction of Buyer’s intended improvements (unless Buyer has received its building permit and is in good faith working to mobilize a team to prepare for demolition or other site work), or (ii) Buyer is not diligently working toward obtaining a building permit for the Project (it being acknowledged and agreed that Buyer will be deemed to be “diligently working toward obtaining a building permit” as long as Borrower is incurring time, effort and costs in preparation to submit applications for a building permit(s) or if Buyer has submitted an application for building permit and such application is under review or otherwise pending review or undergoing comments or revisions to such application(s)) (collectively, the “Commencement Conditions”), in either case, on or before the date which is eighteen (18) calendar months after the date of Closing (as such date may be extended in connection with a force majeure event in accordance with this Section 5(a), the “Option Date”), Seller or the City shall have the option to repurchase (“Repurchase Option”) the Property for an amount equal to the original Purchase Price plus the amount of Buyer’s actual out-of-pocket costs and expenses incurred with respect to the Property and Buyer’s intended development thereof, including, without limitation, reasonable attorneys’ fees, due diligence costs, architect and engineering fees, interest expense and loan fees and expenses, and all other reasonable costs and expenses (collectively, the “Repurchase Price”). The Option Date shall be extended if and for so long as Buyer’s commencement of demolition of the existing improvements or other site work on the Property and/or Buyer’s procurement of a building permit for the Project is specifically prevented, delayed or otherwise hindered by fire, earthquake, flood, explosion, actions of the elements which cannot reasonably be anticipated, pandemic, war, riots, mob violence, inability to procure or a general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, court orders, laws, regulations or orders of governmental or military authorities, actions (or lack of actions) by governmental authorities, any delay in issuing any Approvals required for the Project which are not within the reasonable control of Buyer or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of the Buyer. To exercise the Repurchase Option, Seller must give written notice to Buyer on or before the earlier to occur of (i) the date on which Buyer has satisfied the Commencement Conditions, and (ii) the date that is one hundred and eighty (180) days following the Option Date, or the Repurchase Option shall automatically and forever expire and be of no further force or effect. If Seller or the City timely exercises the Repurchase Option, Seller or the City (or its assignee) must close upon the repurchase of the Property for the Repurchase Price (which shall be calculated to account for any costs incurred by Buyer up to the date of such closing) within thirty (30) days thereafter, or the Repurchase Option shall automatically and forever expire and be of no further force

or effect. In all events, upon satisfaction of the Commencement Conditions at any time prior to the occurrence of the closing of the repurchase of the Property pursuant to the Repurchase Option, the Repurchase Option shall automatically and forever expire and be of no further force or effect, even if Seller has previously exercised the Repurchase Option. This Section 5(a) shall survive the Closing of the Contract until the earlier to occur of the expiration of the Repurchase Option in accordance with this Section 5(a), the satisfaction of the Commencement Conditions or the closing of the repurchase of the Property by Seller in accordance herewith. (b)

Right of First Refusal: Following the expiration of the Repurchase Option, if Buyer has not yet commenced construction of Buyer’s intended improvements on the Property, Seller shall have a right of first refusal (a “Right of First Refusal”) if Buyer desires to accept an offer to sell the Property to a third party. If Buyer desires to accept a written offer from any third party to purchase the Property (an “Offer”), Buyer shall promptly notify Seller in writing of the terms of such Offer. CAGID or the City will have thirty (30) days after receipt of such notice to notify Buyer in writing of its agreement to match all of the terms of such Offer (including, without limitation, all economic terms and relevant dates). If CAGID or the City timely exercises the Right of First Refusal with respect to any Offer, CAGID or the City (or its assignee) shall be obligated to enter into a binding purchase and sale agreement with Buyer for the Property upon the same terms set forth in the Offer within ten (10) days, and must close upon the purchase of the Property within thirty (30) days thereafter. If Seller fails to timely exercise the Right of First Refusal with respect to any Offer, or if Seller accepts but fails to timely enter into such a purchase and sale agreement with Buyer or fails to close upon the purchase of the Property, the Right of First Refusal pursuant to this Section 5(b) shall automatically and forever expire and be of no further force or effect.

(c)

Public Parking: Buyer and Seller hereby acknowledge and agree that as of the date of MEC, the zoning code and all other applicable governmental requirements currently in effect with respect to the Property and Buyer’s intended development and use thereof do not require any parking spaces on the Property. If CAGID, the City, or any other party or entity will require to the construction of any parking on or under the Property, or require the payment or imposition of any fee, assessment or other amount in substitution or in lieu of having parking on the Property, as a condition or requirement of or to Buyer’s intended development and/or use of the Property (“Parking Requirements”), Buyer and Seller shall have one hundred eighty (180) days following the date of MEC (the “Parking Review Period”) to come to an agreement with respect to the scope of cost and all matters related to the Parking Requirements, it being understood and agreed that any such Parking Requirements will be constructed and maintained at Seller’s sole cost and expense, including, without limitation, the cost of any changes to Buyer’s intended scope, plans and/or specifications. On or prior to the date that is ninety (90) days following the date of MEC (the “Parking Determination Date”), Seller will notify Buyer in writing if CAGID, the City, or any other party or entity will require Buyer to construct or maintain (at Seller’s cost), or otherwise impose upon Buyer, its Project or the Property, any Parking Requirements. CAGID or the City will be responsible for all

costs associated with the construction, maintenance and management of any and all parking and other facilities related to any Parking Requirements, including, without limitation, the construction of a separate parking elevator and elevator lobby to be used only by general public parkers (which elevator and elevator lobby will not integrate with or provide access to any other portion of the Project developed by Buyer). If Seller so notifies Buyer on or prior to the Parking Determination Date that Parking Requirements will be required, Buyer and Seller shall use good faith efforts to, on or before the expiration of the Parking Review Period, negotiate, agree upon and enter into (i) an addendum to the Contract (a “Parking Construction/Maintenance Addendum”), and (ii) such other agreements deemed necessary by Buyer in its sole discretion relating to the Parking Requirements, each in form and substance reasonably acceptable to both Buyer and Seller (together with the Parking Construction/Maintenance Addendum, collectively, the “Parking Agreements”), which Parking Agreements shall outline the process, procedure, costs and expenses (all of which shall be borne by Seller) and such other matters relating thereto and to the construction, maintenance and management thereof. For the avoidance of doubt, if Buyer and Seller have not agreed on the nature and extent (including the scope and cost) and all other matters related to the Parking Requirements and fully executed all Parking Agreements on or before expiration of the Parking Review Period, Buyer shall have the right to terminate this Contract at any time thereafter upon written notice thereof to Seller, in which case the Contract shall terminate, the Earnest Money shall be returned and delivered to Buyer and neither party shall have any further rights or obligations under this Contract other than pursuant to any provision which expressly survives termination of the Contract. If Seller notifies Buyer at any time in writing that it will not impose or otherwise require any Parking Requirements, or if Seller does not notify Buyer of any Parking Requirements prior to the Parking Determination Date, then (x) Seller (on behalf of itself and the City) shall be deemed to have irrevocably and forever waived the right to seek and/or impose any Parking Requirements of any kind upon Buyer or the Property at any time (whether in connection with Buyer’s development of the Property or otherwise), (y) the Parking Review Period shall be automatically deemed to be terminated, and (z) no Parking Requirements of any kind will be required on, under or with respect to the Property. If no Parking Requirements exist, then Buyer hereby agrees to use commercially reasonable efforts to negotiate a valet parking or parking management agreement with the Seller such that Buyer will provide valet parking for its guests and members of the general public at parking lots owned by CAGID or the City, upon such terms and conditions mutually and reasonably acceptable to Seller and Buyer. (d)

Accommodation of Historic Parking Lot Users: Buyer agrees that if Parking Requirements exist and Seller pays all costs and expenses relating to the construction, maintenance and management thereof, then Buyer will not interfere with Seller’s efforts to accommodate historic institutional users of the parking lot on the Property (e.g. First Congregational Church).

(e)

Publicly Accessible Space: Subject to receipt of all necessary Approvals, Buyer plans to develop a Project on the Property that will have meeting centers and/or event

spaces available for rent by the general public, as well as food and beverage establishments that will be open to the public. (f)

Community Benefit Covenant. The parties agree that a significant benefit of the bargain for the Seller’s sale is that Buyer and subsequent owners, of whatever form, will adhere to certain, continuing requirements on the Property that promote community welfare, vitality, and productivity on the Property (“Community Benefits”). These Community Benefits are set forth in the attached Contract Exhibit A, the Community Benefits Covenant, which will be recorded at Closing and be a covenant running with the Property pursuant to Colorado law as further set forth therein.

6. Affirmative Waiver. Notwithstanding anything in the Contract to the contrary, at the expiration of the Record Title Objection Deadline, Off-Record Title Objection Deadline, New Survey Objection Deadline, Inspection Objection Deadline, Due Diligence Documents Objection Deadline, or Environmental Inspection Termination Deadline, Buyer must affirmatively waive said objections in writing (email acceptable), or the Contract automatically terminates and the Earnest Money shall be refunded to Buyer. 7. Termination. Notwithstanding anything to the contrary set forth in the Original Contract, including, without limitation, Section 3.1 of the Original Contract, Seller and Buyer acknowledge and agree that (a) except with respect to the “Alternative Earnest Money Deadline” which shall remain unchanged, all references in Section 3.1 to “MEC” shall be and are hereby deleted and replaced with “the last day of the Parking Review Period,” and (b) Buyer shall not be obligated to commence any examination, due diligence or other review with respect to the Property prior to the expiration (or deemed expiration) of the Parking Review Period. 8. Title Matters. (a)

Notwithstanding anything to the contrary contained in the Original Contract, the Earnest Money Holder, the Closing Company and the Title Insurance Company shall all be First American Title Insurance Company, National Commercial Services, 1380 17th Street, Denver, CO 80202 (Attn: John Huemoller), for all purposes under the Contract.

(b)

Notwithstanding anything to the contrary contained in the Original Contract, on or prior to Closing, Seller shall be obligated to cure or remove the following items (the “Liquidated Defects”): (i) liens of a definite or ascertainable amount, including, without limitation, liens of any mortgage, taxes, mechanic’s liens, broker liens or any other lien arising from an agreement with Seller or any affiliate thereof ; and (ii) liens for delinquent real estate taxes. Notwithstanding anything to the contrary set forth herein, if, at or prior to Closing, Seller fails to so cure or remove (or insure over, in a form and substance reasonably acceptable to Buyer) all Liquidated Defects, then (1) Buyer shall have Right to Terminate the Contract under Section 24 on or prior to Closing; or (2) Buyer may proceed to close with title to the Property as it then is, with the right to deduct from the Purchase Price a sum equal to the aggregate amount

necessary to cure or remove (by endorsement or otherwise, as reasonably determined by Buyer, acting in good faith) the Liquidated Defects. 9. Prorations and Adjustments. Notwithstanding anything to the contrary contained in the Original Contract, real estate taxes shall be prorated at Closing based on the most recently available tax bill and on an accrual basis, such that Seller shall be responsible for all real estate taxes attributable or allocable to the period prior to Closing and Buyer shall be responsible for all real estate taxes attributable or allocable to the period from and after the Closing. Because the Property is a governmental entity and property taxes are paid in arrears in Colorado there may not be a tax bill available at Closing, in which circumstance upon Buyer’s receipt of the tax bill post-Closing Buyer shall be responsible for making all payments after the Closing. The obligations of the parties pursuant to this section shall survive the Closing and shall not merge into any documents of conveyance delivered at Closing. 10. Closing Documents. Without limitation of any of the terms of Section 12.1 of the Original Contract, at Closing, Seller shall execute and deliver to Buyer: (a) the special warranty deed described in Section 13 of the Original Contract; (b) an assignment to Buyer of all right, title and interest of Seller in and to all, if any, development rights and entitlements and other intangible property owned by Seller with respect to the Property; (c) if required by the Title Insurance Company, an ALTA (or comparable) Statement and a “gap” affidavit (or comparable instruments) in form reasonably acceptable to the Title Insurance Company to the extent necessary to issue Buyer a title insurance policy insuring Buyer’s fee simple title to the Property in the full amount of the Purchase Price in accordance with the Title Commitment approved by Buyer, with full OEC and all requested endorsements (the “Title Insurance Policy”); (d) an Entity Transfer Certification confirming that Seller is a “United States Person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (e) the Community Benefits Covenant; and (f) any other document or instrument that may be reasonable or necessary to consummate the transfer of the Property to the Buyer in accordance with this Contract. 11. Notices. All notices to be delivered to Buyer under the Contract shall be delivered to: MA-LR Boulder, LLC 2500 Larimer Street, Suite 200 Denver, CO 80205 Attn: Ryan Diggins Email: rdiggins@midnight-autuer.com and jaerni@landrock.com With a mandatory copy to: Brownstein Hyatt Farber Schreck 675 15th Street, Suite 2900 Denver, CO 80202 Attn: Caitlin Quander Email: cquander@bhfs.com

All notices to be delivered to Seller under the Contract shall be delivered to: City Manager’s Office PO Box 791 Boulder, Colorado 80306 Attn: Mark Woulf Email: CMOadmin@bouldercolorado.gov Copy to: City Attorney’s Office PO Box 791 Boulder, Colorado 80306 Attn: City Attorney Email: CAOadmin@bouldercolorado.gov 12. Assignability. Neither Buyer nor Seller may assign its rights and obligations under the Contract to any entity or person without the prior written consent of the other party, except that Seller’s consent shall not be required for an assignment by Buyer to an entity owned or controlled by Buyer, or under common control with Buyer, including a joint venture entity in which Buyer or an affiliate of Buyer has a direct or indirect interest. 13. Capitalized Terms. If not defined in this Addendum, any capitalized terms used in this Addendum shall have the meanings assigned in the Original Contract. 14. Counterparts; Facsimile/PDF Signatures. The Contract and any part thereof including, without limitation, the Original Contract and this Addendum, may be executed in a number of identical counterparts. The Contract and any part thereof may be executed by electronic and/or PDF signatures which shall be binding on the parties hereto. Dated this ___ day of ______________ 2026. (Signatures on follow page)

SELLER: CITY OF BOULDER CENTRAL AREA GENERAL IMPROVEMENT DISTRICT, a general improvement district formed pursuant to Chapter 8-4, Boulder Revised Code 1981 By: _____________________________________________ Nuria Rivera-Vandermyde, City Manager of the City of Boulder as ex-officio general manager ATTEST: ____________________________________ City Clerk APPROVED AS TO FORM:

____________________________________ City Attorney’s Office

Date: _____________

BUYER: MA-LR Boulder, LLC, a Delaware limited liability company By: _____________________________________________ ________________________________ ________________________________