alamoex101.htm


    
      

      

    

     

    Exhibit
10.1

    
 

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  IT
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

     

    ALAMO
ENERGY CORP.

     

     

    SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE

     

    


    $80,000.00                                                                                                                                                           Houston, Texas

    Dated as
of February 5, 2010

    


    Alamo Energy Corp., a Nevada
corporation (the “Company”), for value
received, hereby promises to pay to Eurasian Capital Partners Limited, or its
registered assigns (“Holder”), the sum of
Eighty Thousand Dollars ($80,000) on the terms and conditions set forth in this
Senior Secured Convertible Promissory Note (the “Note”).  Payment
for all amounts due hereunder shall be made by mail to the registered address of
Holder. The performance of the obligations of the Company hereunder are secured
in accordance with the terms of an Amended and Restated Security Agreement of
even date herewith and all other present and future security agreements between
the Company and Holder. In connection with the issuance of the Note, the Company
will issue warrants (the “Warrants”) to
purchase shares of the Company’s $.001 par value common stock (the “Common
Stock”).

    


    The following is a statement of the
rights of Holder of this Note and the conditions to which this Note is subject,
and to which Holder hereof, by the acceptance of this Note, agrees:

    


    1.           Maturity; Partial
Prepayment.  The principal hereof and any unpaid accrued
interest hereon, as set forth below, shall be due and payable on the earlier to
occur of:  (i) November 18, 2012 (“Maturity Date”); and
(ii) when declared due and payable by Holder upon the occurrence of an Event of
Default (as defined below).

    


     

    2.           Interest.  The
Company shall pay interest at the rate of the lower
of (i) eight percent (8%) per annum; or (ii) the maximum allowable rate under
applicable laws (such rate, the “Interest Rate”) on
the principal of this Note outstanding during the period beginning on the date
of this Note and ending on the date that the principal amount of this Note is
repaid in full.  Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed.  Interest accruing
on this Note shall be due and payable at the Maturity Date or upon the
occurrence of an Event of Default.  The Company shall pay the interest
due on this Note by delivering to Holder cash.  All payments hereunder
are to be applied first to reasonable costs and fees referred to herein, second
to the payment of accrued interest, and the remaining balance to the payment of
principal.

     

     

     

    
      
         

      

      
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    3.           Events of
Default.  If any of the events specified in this Section 3
shall occur (herein individually referred to as an “Event of Default”),
Holder may, so long as such condition exists, declare the entire principal and
unpaid accrued interest hereon immediately due and payable, by notice in writing
to the Company:

    


    (a)           Default
in the payment of the principal or unpaid accrued interest of this Note when due
and payable, which default is not cured within ten (10) days after the Holder
has given the
Company written notice thereof;

    


    (b)           A
material breach of any representation, warranty, or covenant under this Note,
which failure or default is not cured within ten (10) days after the Holder has
given the Company
written notice thereof;

     

    (c)           The
institution by the Company of proceedings to be adjudicated as bankrupt or
insolvent, or the consent by it to institution of bankruptcy or insolvency
proceedings against it or the filing by it of a petition or answer or consent
seeking reorganization or release under the Federal Bankruptcy Act, or any other
applicable Federal or state law, or the consent by it to the filing of any such
petition or the appointment of a receiver, liquidator, assignee, trustee or
other similar official of the Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of corporate action by the Company in furtherance of any such
action;

    


    (d)           If,
within 60 calendar days after the commencement of an action against the Company,
without the consent or acquiescence of the Company (and service of process in
connection therewith on the Company) seeking any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been resolved in
favor of the Company or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or if the stay of any such
order or proceeding shall thereafter be set aside, or if, within 60 calendar
days after the appointment without the consent or acquiescence of the Company of
any trustee, receiver or liquidator of the Company or of all or any substantial
part of the properties of the Company, such appointment shall not have been
vacated;

    


    (e)           If
a judgment or judgments or order for the payment of money in excess of $50,000
in the aggregate shall be rendered against the Company and the same shall not,
within thirty (30) days after the entry thereof, have been discharged or
execution thereof stayed or bonded pending appeal (even if not fully covered by
insurance) or unless such judgment is fully covered by collectible insurance and
such insurer has within such period acknowledged such coverage in
writing;

    


    (f)           Any
material breach of the Amended and Restated Security Agreement between the
parties of even date herewith that remains uncured after notice of breach and
failure to timely cure such breach; or

    


    (g)           The
Company shall fail to maintain the listing of its Common Stock on at least one
of the OTC Bulletin Board
or an equivalent replacement exchange, NASDAQ Global Market, NASDAQ Global
Select Market, the NASDAQ Capital Market, the New York Stock Exchange, or the
American Stock Exchange, LLC.

     

     

    
      
         

      

      
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    4.           Holder’s Rights Upon Event
of Default.  Upon the occurrence and continuance of any Event
of Default, Holder in its sole and absolute discretion shall have the right
to:

    


    (i)           convert
all of the principal amount and unpaid accrued interest attributable to this
Note into shares of Common Stock at a conversion price of $0.25 per
share;

    


    (ii)           declare
all unpaid interest and principal immediately due and payable and exercise all
other legal rights in connection therewith, without presentment, demand, or
protest, all of which are hereby
expressly waived; or

     

    (iii)           in
case any one or more Events of Default shall occur and be continuing and
acceleration of the Note or any other indebtedness of the Company to Holder
shall have occurred, Holder may, among other things, proceed to protect and
enforce its rights by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein, or for an injunction against a violation of any of the terms hereof or
thereof or in and of the exercise of any power granted hereby or thereby or by
law. No right conferred upon Holder hereby shall be exclusive of any other right
referred to herein or therein or now or hereafter available at law, in equity,
by statute or otherwise.

     

    5.           Conversion; Optional
Reinvestment.

    


    (a)           Optional
Conversion.  Holder, at its sole discretion, may elect to
convert the outstanding principal balance and unpaid accrued interest on this
Note into shares of Common Stock at any time; provided, however, that in no
event shall the Holder be entitled to convert any portion of this Note in excess
of that portion of this Note upon conversion of which the sum of (1) the number
of shares of Common Stock beneficially owned by the Holder and its affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unconverted portion of the Note or the unexercised
or unconverted portion of any other security of the Company (including, without
limitation, the Warrants issued by the Borrower) subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2)
the number of shares of Common Stock issuable upon the conversion of the portion
of this Note with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the Holder and its affiliates of
more than 4.99% of the outstanding shares of Common Stock. For purposes of the
proviso to the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided
in clause (1) of such proviso. The Holder of this Note may waive the limitations
set forth herein by sixty-one (61) days written notice to the Company. The
number of shares of Common Stock to be issued upon such conversion shall be
equal to the quotient obtained by dividing (a) the outstanding principal and
unpaid accrued interest due on this Note on the date of conversion, by (b) the
conversion price of $0.50 per share (“Conversion Price”). The Common Stock
received by Holder pursuant to the conversion of the Note shall be referred to
as the “Conversion
Shares.”

    


    (b)           Identical
Terms.  The Common Stock received by Holder pursuant to the
conversion of the Note hereunder shall have identical rights, preferences and
privileges as those shares of Common Stock currently held by stockholders in the
Company.

    


    (c)           Conversion
Procedure.  If this Note is to be converted, written notice
shall be delivered by Holder to the Company, notifying the Company of the
conversion to be effected, specifying the principal amount of the Note to be
converted, the amount of accrued interest to be converted. Holder will surrender
this Note within 10 business days after receiving the Conversion Shares
hereunder.  Promptly upon receipt of this Note, the Company will issue
a new note on the same terms as provided herein for any amount of this Note not
being converted.

    


    (d)           Delivery of Stock
Certificates.  As promptly as practicable after the conversion
of this Note but in no event later than fifteen (15) calendar days after the
date of delivery of the notice to the Company under Section 5(c), the Company at
its expense will issue and deliver to Holder a certificate or certificates for
the number of full shares of the Common Stock issuable upon such
conversion.  Upon conversion of the Note, the Company shall take all
such actions as are necessary in order to insure that the Conversion Shares
issuable with respect to such conversion shall be validly issued, fully paid and
nonassessable.

    


    (e)           Mechanics and Effect of
Conversion.  No fractional shares of Common Stock shall be
issued upon conversion of this Note.  In lieu of the Company issuing
any fractional shares to Holder upon the conversion of this Note, the Company
shall pay to Holder the amount of outstanding principal and interest that is not
so converted, such payment to be in the form as provided below.  Upon
conversion of this Note, the Company shall be forever released from all of its
obligations and liabilities under this Note (to the extent of the amounts
converted), except that the Company shall be obligated to pay Holder, within 10
business days after the date of such conversion, any interest accrued and unpaid
or unconverted to and including the date of such conversion, and no
more.

     

     

    
      
         

      

      
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    (f)           Notices of Record Date,
etc.  In the event of:

    


    (i)           any
taking by the Company of a record of holders of any class of securities of the
Company for the purpose of determining holders thereof who are entitled to
receive any dividend (other than a cash dividend payable out of earned surplus
at the same rate as that of the last such cash dividend theretofore paid) or
other distribution, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right;

    


     

    (ii)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any transfer of all or substantially all
of the assets of the Company to any other person or any consolidation or merger
involving the Company; or

    


     

    (iii)           any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company;

    


    the
Company will mail to Holder at least 20 calendar days prior to the earliest date
specified therein, a notice specifying:

    


    (A)           The
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right; and

    


    (B)           The
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is expected to
become effective and the record date for determining stockholders entitled to
vote thereon.

    


    (g)           Reservation of Stock
Issuable Upon Conversion.  The Company shall, before the
conversion of this Note into Common Stock pursuant to the terms set forth
herein, increase the number of authorized but unissued shares of Common Stock as
necessary, and at all times reserve and keep available out of such duly
authorized but unissued shares of Common Stock, such number of its duly
authorized Common Stock as shall be sufficient to effect the conversion of the
Note pursuant to the terms set forth herein.  If at any relevant time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of the entire outstanding principal amount
of this Note, in addition to such other remedies as shall be available to
Holder, the Company will use its best efforts to forthwith take such corporate
action as may be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such
purposes.

    


    (h)           Effect of Certain Events on
the Conversion Price.  In the event that the Company shall
(a) issue additional shares of Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding shares
of Common Stock, or (c) combine its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, then, in each such event, the
Conversion Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Conversion Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Conversion Price then in effect. The Conversion
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section
5(h).  If, at any time when this Note is issued and outstanding, the
Company issues or sells, or in accordance with this Section 5(h) hereof is
deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share (before deduction of reasonable expenses or
commissions or underwriting discounts or allowances in connection therewith)
less than the Conversion Price in effect on the date of such issuance (or deemed
issuance) of such shares of Common Stock (a “Dilutive Issuance”), then
immediately upon the Dilutive Issuance, the Conversion Price will be reduced to
the amount of the consideration per share received by the Company in such
Dilutive Issuance; provided that only one adjustment will be made for each
Dilutive Issuance.

    


    For the
purposes of this Section 5(h), the Company shall be deemed to have issued or
sold shares of Common Stock if the Company in any manner issues or grants any
warrants, rights or options, whether or not immediately exercisable, to
subscribe for or to purchase Common Stock or other securities convertible into
or exchangeable for Common Stock (“Convertible Securities”) (such warrants,
rights and options to purchase Common Stock or Convertible Securities are
hereinafter referred to as “Options”) and the price per share for which Common
Stock is issuable upon the exercise of such Options is less than the Conversion
Price then in effect, then the Conversion Price shall be equal to such price per
share.

     

    (i)           Notice of
Adjustments. Upon the occurrence of each adjustment or readjustment of
the Conversion Price as a result of the events described in Section 5(h), the
Company, at its expense, shall promptly compute such adjustment or readjustment
and prepare and furnish to the Holder of a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the Holder, furnish to such Holder a like certificate setting
forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time
in effect and (iii) the number of shares of Common Stock and the amount, if any,
of other securities or property which at the time would be received upon
conversion of this Note.

     

     

    
      
        
        

      

      
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    6.           Prepayment.  Upon
ten (10) calendar days’ prior written notice to Holder, the Company may at any
time prepay in whole or in part, the principal sum, plus accrued interest to
date of such prepayment, of this Note; provided that, after the date of such
notice and prior to the proposed prepayment date, Holder may elect to convert
such amounts into shares of Common Stock of the Company at the Conversion Price
pursuant to Section 5.

    


                  
7.           Subscription
Rights.  So long as this Note is outstanding, Holder shall have
the right to participate on a pro rata basis in any offering of the Company’s
securities on the same terms and conditions as the other subscribers to such
offering.

    


    8.           Representations and
Warranties. The Company hereby represents and warrants:

    


     

    (a)           Due Organization and
Qualification.  The Company is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted.  The Company is in no
violation or default of any of the provisions of its respective certificate or
articles of incorporation, bylaws or other organizational or charter
documents.  The Company is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be expected to result
in (i) a material adverse effect on the legality, validity or enforceability of
this Note, the Warrants or the Amended and Restated Security Agreement (the
“Transaction
Documents”), (ii) a material adverse effect on the results of operations,
assets, business, prospects or condition (financial or otherwise) of the
Company, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and to the Company’s knowledge no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.

     

    (b)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder.  The execution and delivery of each of the
Transaction Documents by the Company and the consummation by it of the
transactions contemplated thereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the
Company, its board of directors or its stockholders in connection
therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when delivered in accordance with
the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies.

     

    (c)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company, the issuance and sale of the securities
and the consummation by the Company of the other transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or
other organizational or charter documents, or (ii) conflict with or result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company is
subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company is bound or affected.

     

    (d)           Litigation.  There
is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the
Company before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i)
adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect.  Neither the Company, nor any director or officer
thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of
fiduciary duty.

     

    9.           Successors and Assigns;
Assignment.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.  Nothing in this Note, express or implied, is intended to
confer upon any party, other than the parties hereto and their successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Note, except as expressly provided herein.  The Company may not
assign this Note or any of the rights or obligations referenced herein without
the prior written consent of Holder.

     

     

    
      
        
        

      

      
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    10.           Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and Holder.

    


    11.           Waiver of
Notice.  The Company expressly waives presentment for payment,
protest and demand, notice of protest, demand and dishonor and expressly agrees
that this Note may be extended from time to time without in any way affecting
the liability of the Company.  No delay or omission on the part of
Holder in exercising any right hereunder shall operate as a waiver of such right
or of any other right under this Note.  The obligations of the Company
under this Note shall not be subject to reduction, limitation, impairment,
termination, defense, set-off, counterclaim or recoupment for any
reason.

    


    12.           Treatment of
Note.  To the extent permitted by generally accepted accounting
principles, the Company will treat, account and report the Note as debt and not
equity for accounting purposes and with respect to any returns filed with
Federal, state or local tax authorities.

    


    13.           Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or if sent by nationally recognized courier service or mailed by registered or
certified mail, postage prepaid, to the respective addresses of the parties as
set forth on the signature page hereof or if sent by facsimile to the respective
facsimile numbers of the parties set forth on the signature page
hereof.  Any party hereto may by notice so given change its address
for future notice hereunder.  Notice shall conclusively be deemed to
have been given and received when personally delivered or 3 business days after
deposited in the mail or one business day after sent by courier or upon
confirmation of facsimile delivery in the manner set forth above.

    


    14.           No Stockholder
Rights.  Nothing contained in this Note shall be construed as
conferring upon Holder or any other person the right to vote or to consent or to
receive notice as a stockholder in respect of meetings of stockholders for the
election of directors of the Company or any other matters or any rights
whatsoever as a stockholder of the Company; and no dividends or interest shall
be payable or accrued in respect of this Note or the interest represented hereby
or the securities into which this Note is convertible hereunder until, and only
to the extent that, this Note shall have been converted.

    


    15.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, excluding that body of law
relating to conflict of laws.

    


    16.           Heading;
References.  All headings used herein are used for convenience
only and shall not be used to construe or interpret this Note.  Except
as otherwise indicated, all references herein to Sections refer to Sections
hereof.

    


    17.           Usury.  In
the event any interest is paid on this Note which is deemed to be in excess of
the then legal maximum rate, then that portion of the interest payment
representing an amount in excess of the then legal maximum rate shall be deemed
a payment of principal and applied against the principal of this
Note.

    


    18.           Attorney’s and Collection
Fees.  Should the indebtedness evidenced by this Note or any
part hereof be collected at law or in equity or in any bankruptcy, receivership
or other court proceedings, or this Note be placed in the hand of attorneys for
collection, the Company agrees to pay, in addition to principal and Interest due
and payable hereon, all costs of collection, including reasonable attorneys’
fees and expenses, incurred by Holder in collecting or enforcing this
Note.

    


    IN WITNESS WHEREOF, the
Company has caused this Note to be issued as of the date first written
above.

     

     

    
      
        	 	
                Alamo
      Energy Corp.,

                a Nevada corporation

                 

                 

                 

              	 
	
                 

              	
                By:
      

              	 	 
	 	 	Philip
      Mann	 
	 	Its: 	Chief
      Financial Officer	 
	 	 	 	 


      

    

     

    
      	
               
      

            	
              10497
      Town and Country Way, Suite 310

            


    

    
      	
               
      

            	
              Houston,
      Texas 77024

            


    

    


     

    Name of
Holder:                   Eurasian
Capital Partners Limited

    


    Address:                                ____________________

    ____________________

    


    Telephone:                            ____________________

    Facsimile:                              ____________________

    


    


    



    
      
         


      

      
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    NOTICE OF
CONVERSION

    (To be
Signed Only Upon Conversion of Note)

    


    


    


    To Alamo
Energy Corp.:

    


    The
undersigned, holder of the $____,000 Senior Secured Convertible Note of Alamo
Energy Corp., due _______________ (the “Note”), hereby agrees to surrender the
Note for conversion into ________________shares of Common Stock of Alamo Energy
Corp., to the extent of ________________________ dollars ($____________) unpaid
principal amount of the Note, and________________________ dollars
($____________) unpaid accrued interest under the Note and requests that the
certificates for such shares be issued in the name of, and delivered to,
_________________________________________________, whose address is
_________________________________________________________.  Conversion
should be effected as of ___________________.

    


    Dated:
__________________________.


    


    


    


     

    
      	 	 	 
	 	
              (signature must
      conform in all respects to name

              of holder as specified on the face of the Note) 

            
	 	
               

              Address:

               

            	
               

               

               

               

            
	 	
               

               

            	 


    

     

    


    

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