Merger Agreement

AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of the ____ day of April, 2005, by and among Cycle Country Accessories Corp., a Nevada corporation (the "Purchaser"), its wholly owned Cycle Country Accessories Corporation, an Iowa corporation ("Subsidiary Corp."), Simonsen Iron Works, Inc., an Iowa corporation ("Simonsen"), and Simonsen's stockholders listed on the signature page attached hereto (the "Stockholders").


RECITALS


A. The boards of directors of Purchaser, Subsidiary Corp., and Simonsen have each determined that the transactions described in this agreement are in their and their shareholders' respective best interests and, accordingly, have agreed to effect the merger provided for in this agreement upon the terms and subject to the conditions set forth in this agreement; and B. This agreement provides for the merger (the "Merger") of Simonsen with and into Subsidiary Corp. so that Subsidiary Corp. will be the surviving entity, and for the Stockholders to receive cash and shares of common stock of Purchaser in exchange for their shares of capital stock of Simonsen, and that, as a result, the Stockholders shall become stockholders of Purchaser, and Subsidiary Corp. shall continue to conduct the business and operations formally conducted by Simonsen as a wholly- owned subsidiary of Purchaser; and C. Purchaser, Subsidiary Corp., Simonsen and the Stockholders desire to make certain representations, warranties and agreements in connection with the Merger; and D. The parties intend that the Merger shall qualify as a reorganization within the meaning of Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:


SECTION 1. DEFINITIONS


"Applicable Law" or "Applicable Laws" means any statute, law, ordinance, decree, order, rule, regulation, franchise, permit or license of any Governmental Body. "Average Closing Price" means the average of the closing prices for Purchaser Shares as reported by the American Stock Exchange for each of the 30 consecutive trading days beginning on the 31st calendar day after the Closing Date and ending on the 30th trading day thereafter ("Pricing Period"). "Cash Consideration" means the $7,000,000 cash consideration to be paid by Purchaser to the Stockholders pursuant to this Agreement. When referring to an individual Stockholder, "Cash Consideration" means the pro-rata portion of the $7,000,000 such Stockholder shall be entitled to receive at the Closing. "Code" means the Internal Revenue Code of 1986, as amended. "Closing" has the meaning set forth in Section 2.2(a). "Closing Date" has the meaning set forth in Section 2.2(a). "Effective Date" has the meaning set forth in Section 2.2(b). "Effective Time" has the meaning set forth in Section 2.2(b).


"Environmental Laws" has the meaning set forth in Section 3.17. "Encumbrance" means any mortgage, lien, interests, right-of-way, claim, pledge, option, restriction, security interest, contingent or conditional sale, or other similar claim against title. "Exchange Act" means the Security Exchange Act of 1934, as amended. "Governmental Body" means any nation, province, state, county, city, town, village, district, watershed district, or other jurisdiction of any nature; federal, state, local, municipal, foreign or other government; governmental or quasi-governmental authority of any nature (including any governmental agency, branch, board, commission, department and court or other tribunal); and/or any body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. "IBCA" means the Iowa Business Corporation Act. "Iowa Secretary" has the meaning set forth in Section 2.2(b). "Material Adverse Effect" means, in connection with any entity, any event, change or effect that is materially adverse, individually or in the aggregate, to the condition (financial or otherwise), properties, assets, liabilities, revenues, income, business, operations, results of operations, or prospects of such entity. "Merger" means the merger of Simonsen with and into Subsidiary Corp. as contemplated by this Agreement. "Pricing Period" means 30 consecutive trading days beginning on the 31st calendar day after the Closing Date and ending on the 30th trading day thereafter. "Permitted Encumbrances" means municipal zoning ordinances, public easements and general real estate taxes and installments of special assessments payable in the year of Closing. "Purchaser" means Cycle Country Accessories Corp., a Nevada corporation. "Purchaser SEC Filings" has the meaning set forth in Section 5.7(a). "Purchaser Shares" means Purchaser's issued and outstanding common stock. "Real Property" means land, buildings and improvements. "Registration Rights Agreement" means the Registration Rights Agreement attached hereto as Exhibit C. "Securities Act" means the Securities Act of 1933, as amended. "Simonsen" means Simonsen Iron Works, Inc., an Iowa corporation. "Simonsen Certificates" means the share certificates that evidence Stockholder's ownership interests in the Simonsen Shares. "Simonsen Shares" means the issued and outstanding common stock of Simonsen. "Stock Consideration" means the newly issued Purchaser Shares that will be paid to each of the Stockholders at the Closing upon conversion of their Simonsen Shares as further described in Section 2.6(c). The total Stock Consideration to be paid all the Stockholders equals that number of Purchaser Shares equal to the greater of: (i) $8,000,000 divided by the Average Closing Price, or (ii) $8,000,000 divided by $6.65. When referring to an individual Stockholder, "Stock Consideration" means the Purchaser Shares that such Stockholder will be receiving at the Closing. "Stockholders" means the shareholders of Simonsen listed on Exhibit B hereto. "Subsidiary Corp." means Cycle Country Accessories Corporation, Purchaser's wholly owned subsidiary, an Iowa corporation, into which Simonsen will be merged.


"Surviving Corporation" means, after the Effective Time, Subsidiary Corp., i.e., Cycle Country Accessories Corporation. "Taxes" has the meaning set forth in Section 3.20(a). SECTION 2. THE MERGER


2.1 The Merger


(a) Upon the terms and subject to the conditions hereof and in accordance with the Iowa Business Corporation Act "IBCA," Simonsen shall be merged with and into Subsidiary Corp. at the Effective Time of the Merger. Following the Merger, the separate corporate existence of Simonsen shall cease and Subsidiary Corp. shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Simonsen in accordance with the IBCA.


(b) The Merger shall have the effects set forth herein and in Section 490.1107 of the IBCA. If at any time after the Effective Time, Subsidiary Corp. as the Surviving Corporation shall consider or be advised that any further assignments or assurances in law or otherwise are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, all rights, title and interests in all real estate and other property and all privileges, powers and franchises of Simonsen and Subsidiary Corp., the Surviving Corporation and its proper officers and directors, in the name and on behalf of Simonsen and Subsidiary Corp., shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary and proper to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of Simonsen and Subsidiary Corp. or otherwise to take any and all such action.


(c) Except as otherwise required by the IRS pursuant to a determination (as defined in Section 1313 of the Code) or otherwise, or by applicable law, the Parties shall not take a position on any Tax Returns inconsistent with the treatment of the Merger for Tax purposes with respect to the Corporations as a reorganization within the meaning of Section 368(a)(2)(D) of the Code.


2.2 Closing; Effective Date and Time


(a) Closing. Subject to the terms and conditions of this Agreement, the consummation of the Merger (the "Closing") shall take place at the offices of the Purchaser, 2188 Highway 86, Milford, Iowa, on the 30th day of April, 2005, or such other date upon which the Purchaser and the Stockholders may mutually agree in writing (the "Closing Date").


(b) Effective Date and Time. On the Closing Date and subject to the terms and conditions hereof, articles of merger substantially in the form of Exhibit A (the "Articles of Merger") complying with the applicable provisions of the IBCA and in such form and executed in such manner as required by the Secretary of State of the State of Iowa (the "Iowa Secretary") shall be filed with the Iowa Secretary. The Merger shall become effective on the date (the "Effective Date") and at the time (the "Effective Time") that the Articles of Merger shall have been accepted for filing by the Iowa Secretary, or at such other time as may be specified in the Articles of Merger as filed. If the Iowa Secretary requires any changes in the Articles


of Merger as a condition to the filing of the Articles of Merger or the issuance of a certificate to the effect that the Merger is effective, the parties will execute any necessary revisions incorporating such changes, provided such changes are not inconsistent with and do not result in any material change in the terms of this Agreement.


2.3 Articles of Incorporation of the Surviving Corporation At the Effective Time, the articles of incorporation of Subsidiary Corp. as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation. Thereafter, the articles of incorporation may be amended or repealed in accordance with their terms and as provided by Law.


2.4 Bylaws of the Surviving Corporation At the Effective Time, the bylaws of Subsidiary Corp. as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation. Thereafter, the bylaws may be amended or repealed in accordance with their terms and the articles of incorporation of the Surviving Corporation and as provided by Applicable Law.


2.5 Directors and Officers At the Effective Time, the directors and officers of Subsidiary Corp. shall continue in office as the directors and officers of the Surviving Corporation, and such directors and officers shall hold office in accordance with and subject to the articles of incorporation and bylaws of the Surviving Corporation.


2.6 Conversion of Shares As of the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Subsidiary Corp., Simonsen or the Stockholders:


(a) Each share of common stock, par value $1.00 per share, of Subsidiary Corp. that is issued and outstanding immediately prior to the Effective Time shall remain outstanding, unchanged by the reason of the Merger, as one fully paid and nonassessable share of common stock, par value $1.00 per share of the Surviving Corporation.


(b) All shares of any class of capital stock of Simonsen held in the treasury of Simonsen immediately prior to the Effective Time, if any, shall be cancelled and extinguished as of the Effective Time, without any conversion thereof and no amount or other consideration shall be delivered or deliverable in exchange therefor.


(c) The outstanding Simonsen Shares shall be converted into a right to receive a pro-rata portion of: (i) the Cash Consideration, and (ii) the Stock Consideration. At the Closing, Purchaser shall pay to each of the Stockholders the Cash Consideration and Stock Consideration as follows:


(i) David Bailey owns eleven (11) Simonsen Shares of the forty (40) Simonsen Shares outstanding and will be paid at Closing: (1) One Million Nine Hundred Twenty-five Thousand Dollars ($1,925,000.00) in Cash Consideration plus (2) Three hundred thirty thousand eight hundred twenty-seven (330,827) Purchaser Shares.


(ii) Joan Bailey owns eleven (11) Simonsen Shares of the forty (40) Simonsen Shares outstanding and will be paid at Closing: (1) One Million Nine Hundred Twenty-five Thousand Dollars ($1,925,000.00) in Cash Consideration plus (2) Three hundred thirty thousand eight hundred twenty-seven (330,827) Purchaser Shares.


(iii) Alan Bailey owns twelve (12) Simonsen Shares of the forty (40) Simonsen Shares outstanding and will be paid at Closing: (1) Two Million One Hundred Thousand Dollars ($2,100,000.00) in Cash Consideration plus (2) Three hundred sixty thousand nine hundred three (360,903) Purchaser Shares.


(iv) Lisa Bailey owns six (6) Simonsen Shares of the forty (40) Simonsen Shares outstanding and will be paid at Closing: (1) One Million Fifty Thousand Dollars ($1,050,000.00) in Cash Consideration plus (2) One hundred eighty thousand four hundred fifty-one (180,451) Purchaser Shares.


(d) Purchaser shall deliver its calculation of the Average Closing Price to each of the Stockholders within 3 business days following the last day of the Pricing Period. The Stockholders shall review such calculation and, in the event of any dispute concerning the calculation, the parties will promptly meet and attempt to resolve such dispute. If they fail to resolve such dispute prior to the 10th day following the end of the Pricing Period, the parties shall mutually agree upon an independent certified public accountant to calculate the Average Closing Price according to the terms set forth herein and such accountant's calculation shall be final and binding.


If the Average Closing Price is equal to or greater than $6.65 per share, no additional Purchaser Shares will be issued to the Stockholders. If the Average Closing Price is less than $6.65 per share, Purchaser shall, on or before the 20th day following the end of the Pricing Period, deliver to each Stockholder the remaining Stock Consideration as follows:


(i) David Bailey shall additionally receive that number of shares of Common Stock of the Purchaser, par value $0.001 (rounded in the aggregate to the nearest whole share) that is equal to $2,200,000.00 divided by the Average Closing Price, minus 330,827.


(ii) Joan Bailey shall additionally receive that number of shares of Common Stock of the Purchaser, par value $0.001 (rounded in the aggregate to the nearest whole share) that is equal to $2,200,000.00 divided by the Average Closing Price, minus 330,827.


(iii) Alan Bailey shall additionally receive that number of shares of Common Stock of the Purchaser, par value $0.001 (rounded in the aggregate to the nearest whole share) that is equal to $2,400,000.00 divided by the Average Closing Price, minus 360,903.


(iv) Lisa Bailey shall additionally receive that number of shares of Common Stock of the Purchaser, par value $0.001 (rounded in the aggregate to the nearest whole share) that is equal to $1,200,000.00 divided by the Average Closing Price, minus 180,451.


(e) When allocating the Cash Consideration and the Stock Consideration to the Simonsen Shares that are to be converted hereunder, each Stockholder first shall allocate the Cash Consideration he or she receives hereunder to his or her Simonsen Shares on a first-in, first-out (FIFO) basis until such Cash Consideration is fully allocated, and the Stock Consideration shall then be allocated to the remaining Simonsen Shares held by such Stockholder. In the event that any allocation under this paragraph


causes the Merger to not qualify as a "reorganization" under Section 368(a)(2)(D) of the IRC, such allocation shall be null and void and the Stockholders will be deemed to have allocated their Cash and Stock Consideration in a manner that causes the Merger to qualify as a "reorganization" under Section 368(a)(2)(D).


2.7 Issuance of Purchaser Shares; Exchange of Certificates


(a) The Purchaser Shares that each Stockholder shall be entitled to receive pursuant to the Merger in exchange for Simonsen Shares shall be deemed to have been issued and outstanding at the Effective Time.


(b) At the Closing, each Stockholder shall deliver to Purchaser the Simonsen Certificates representing all of the Simonsen Shares owned by such Stockholder. Each Simonsen Certificate shall be duly endorsed for transfer by Stockholder or accompanied by stock powers or assignments in blank duly executed by such Stockholder. The failure by any Stockholder to comply with this Section 2.7(b) shall not affect the Closing or the effectiveness of the Merger.


(c) Immediately following the Effective Time, Purchaser shall pay or deliver to each Stockholder who has fully complied with Section 2.7(b), one or more certificates representing the number of whole shares of Purchaser Shares into which the Simonsen Shares owned by such Stockholder shall have been converted pursuant to Section 2.6(c) and (d), (ii) the amount of Cash Consideration as specified in Section 2.6(c), and (iii) any dividends or other distributions to which such holder is entitled pursuant to Section 2.8(e) with respect to Purchaser Shares. Any Stockholder who has not fully complied with Section 2.7(b) shall not be entitled to receive the certificates representing Purchaser Shares, until such Stockholder has so complied.


(d) No fractional shares of Purchaser Shares and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued in connection with the Merger. The Stock Consideration due each Stockholder shall be rounded upward or downward to the nearest whole number.


(e) The Stockholder will be entitled to dividends or other distributions pertaining to the Purchaser Shares into which their Simonsen Shares have been converted pursuant to Section 2.6 that become payable to persons who are holders of record of Purchaser Shares as of a record date on or after the Effective Date, but only after they have surrendered their Simonsen Certificates. The Stockholders will not be entitled, however, to dividends or other distributions that become payable before or after the Effective Date to persons who were holders of record of Purchaser Shares as of a record date that is prior to the Effective Date.


(f) In the event that any Simonsen Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Stockholder claiming such certificate to be lost, stolen or destroyed, Purchaser shall issue in exchange for such lost, stolen or destroyed certificate the shares of Purchaser Shares that such Stockholder is entitled to receive pursuant to Section 2.6(c).


(g) All certificates evidencing Purchaser Shares that are issued in exchange for Simonsen Shares in accordance with the terms of this Agreement, together with the Cash Consideration paid for such shares shall be deemed to have been issued in full satisfaction of all rights pertaining to the Simonsen Shares represented by the surrendered Simonsen Certificates.


(h) If purchaser changes the number of Purchaser Shares issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, or any action by Purchaser similar to any of the foregoing, the Stock Consideration to be paid to Stockholders hereunder shall be appropriately adjusted.


2.8 Stock Legend. Each of the Purchaser Share Certificates issued as part of this transaction will bear the following legend until such time as they are not required as set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Certificates evidencing the Purchaser Shares shall not contain any legend (including the legend set forth above): (i) following a sale of such Purchaser Shares pursuant to an effective registration statement (including the Registration Statement) covering such Purchaser Shares, or (ii) following a sale of such shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Purchaser), or (iii) while such shares are eligible for sale under Rule 144(k). The Purchaser may not make any notation on its records or give instructions to any transfer agent of the Purchaser that enlarge the restrictions on transfer set forth in this Section. The Purchaser agrees that it shall, within five business days following such time as restrictive legends would not then be required under this Section, issue and deliver to such Stockholder certificates that are free of restrictive legends representing Purchaser Shares in replacement of Purchaser Shares previously issued with restrictive legends.


SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS REGARDING COMPANY


The Stockholders hereby jointly and severally represent and warrant to the Purchaser, as of the date hereof and as of the Closing Date, as follows:


3.1 Organization and Standing of the Company. Simonsen is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Iowa. Complete and correct copies of the Articles of Incorporation and By-laws, as amended, of Simonsen will be delivered to Purchaser before the Closing Date. Simonsen has all necessary corporate power and authority to engage in the business in which it is presently engaged, to own all property now owned by it, and to lease all of the property used by it under lease. A true and correct copy of the corporate minutes and stock transfer records of Simonsen will have been delivered to the Purchaser before the Closing Date, and the same constitute a complete and accurate record of the proceedings taken by its stockholders and directors, and a complete and


accurate record of all issuances and transfer of shares of its capital stock. Schedule 3.1.2 contains a complete and accurate list of the officers and directors of Simonsen.


3.2 Capital Structure of the Company. The authorized capital stock of Simonsen consists solely of one thousand (1,000) shares of common stock, with One Hundred Dollars ($100.00) par value, of which forty (40) shares are duly authorized, validly issued and outstanding, and fully paid and non-assessable. No other class or series of capital stock of Simonsen is or has been authorized. There is no obligation which is or may be binding upon Simonsen to issue, sell, redeem, purchase or exchange any of its capital stock or any right relating thereto. The Stockholders are the sole shareholders of record of Simonsen on the date of this Agreement.


3.3 No Restrictions. Simonsen is subject to no restriction, agreement, law, judgment or decree which would (a) prohibit or be violated by the execution and delivery hereof or the consummation of the transactions contemplated hereby, (b) result in the acceleration of any indebtedness of Simonsen, or (c) prohibit or be violated by a merger with or into any other company.


3.4 No Subsidiaries. Simonsen has no subsidiaries, nor does it own any capital stock or other equity or ownership interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity.


3.5 Financial Statements. Schedule 3.5 will contain at Closing a true copy of Simonsen's audited financial statements, including the balance sheet, the statement of income and retained earnings and the statement of cash flows, and all notes thereto, for the periods ending December 31, 2004 as prepared by Simonsen's certified public accountants (hereinafter "Financial Statements"). The Financial Statements have been prepared from Simonsen's books and records, and fairly represent Simonsen's financial position as of the date thereon and results of Simonsen's operations for the period then ended and each of the Financial Statements were prepared in accordance with generally accepted accounting principles.


3.6 Events Subsequent to December 31, 2004. Except to the extent set forth in Schedule 3.6, there has not been since December 31, 2004:


(a) Any damage, destruction, loss, forfeiture or other event or events (whether or not covered by insurance) adversely affecting (i) any property or asset of Simonsen, or (ii) the business or condition (financial or other) of Simonsen, or (iii) the results of operations or prospects of Simonsen;


(b) Any direct or indirect redemption, purchase or other acquisition by Simonsen of any capital stock of Simonsen, or any declaration, setting aside or payment of any dividend or distribution on any capital stock of Simonsen other than dividends or distributions which would not violate Section 3.29 hereof;


(c) Except for transfer of a 2001 Chrysler Town and Country van to David Bailey as additional compensation, there has been no increase in the compensation or benefits payable or to become payable by Simonsen to any of its directors, officers, employees or agents, other than increases in commission compensation to employees compensated solely on a commission basis (provided that the method, basis and rate of commission compensation has not changed since December 31, 2004);


(d) Any incurrence by Simonsen of any indebtedness for borrowed money or of any other indebtedness or of any liability in respect thereof, or any commitment by Simonsen for such incurrence, except for the incurrence of indebtedness in the ordinary course of business;


(e) Any contractual commitment by Simonsen to any third party, other than as provided in this Agreement or arising in the ordinary course of Simonsen's business, relating to (i) the property, assets or business of Simonsen, or (ii) the acquisition or disposition of property or assets of Simonsen;


(f) Any transaction, other than at arm's length in the ordinary course of business, between Simonsen and any shareholder, director, officer or affiliate of Simonsen or any waiver or surrender by Simonsen of any valuable right or property other than for fair consideration;


(g) Any unusual or novel method of transacting Simonsen's business which has had or may reasonably be expected to have an adverse effect on the assets or properties, liabilities, business prospects, condition (financial or other) or results of operations of Simonsen;


(h) Any change in any accounting policies and procedures or practices by Simonsen; or


(i) Any adverse change, actual or threatened, in the assets or properties, liabilities, business prospects, condition (financial or other) or results of operations of Simonsen, whether or not covered by insurance.


3.7 Liabilities. Except as expressly disclosed in Schedule 3.7 or in the Financial Statements, Simonsen has no liabilities of any kind whatsoever that have a Material Adverse Effect, whether absolute or contingent and whether or not currently determinable, nor has any condition existed or any event occurred which could reasonably be expected to give rise to any such liability.


3.8 Guarantees. Except as disclosed in Schedule 3.8 Simonsen is not a guarantor or indemnitor or otherwise liable for or in respect of any indebtedness of any person except as an endorser of checks received by it and deposited in the ordinary course of business.


3.9 Accounts and Notes Receivable. Except as set forth on Schedule 3.9 all accounts receivable and notes receivable of Simonsen are owed to Simonsen by current or former customers of Simonsen and arose in the ordinary course of Simonsen's business. The allowance for doubtful accounts reflected on the Financial Statements was calculated consistently with past practice.


3.10 Inventories. Except as set forth on Schedule 3.10 hereto, the inventories set forth in the Financial Statements are stated therein at the lower of cost or market value using the first-in, first-out (FIFO) method. All items of inventory acquired or manufactured by Simonsen have been acquired or manufactured in the ordinary course of business. Ex ...