The following information should be read in conjunction with the accompanying
consolidated financial statements and the associated notes thereto of this
Quarterly Report, and the audited consolidated financial statements and the
notes thereto and our Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K
for the fiscal year ended July 31, 2020 (the "Form 10-K"), as filed with the
U.S. Securities and Exchange Commission (the "SEC").



As used below, unless the context otherwise requires, the terms "the Company,"
"Zedge," "we," "us," and "our" refer to Zedge, Inc., a Delaware corporation and
its subsidiary Zedge Europe AS, collectively.



Forward-Looking Statements





This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements that contain the words
"believes," "anticipates," "expects," "plans," "intends," and similar words and
phrases. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the results projected
in any forward-looking statement. In addition to the factors specifically noted
in the forward-looking statements, other important factors, risks and
uncertainties that could result in those differences include, but are not
limited to, those discussed under Item 1A to Part I "Risk Factors" in the Form
10-K. The forward-looking statements are made as of the date of this report and
we assume no obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in the
forward-looking statements. Investors should consult all of the information set
forth in this report and the other information set forth from time to time in
our reports filed with the SEC pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934, including the Form 10-K.



Overview



Zedge is a leading app developer focusing on mobile phone personalization and
entertainment. "Zedge Wallpapers and Ringtones" our flagship app is all about
personal identity. We're the hub for self-expression used by millions for mobile
phone personalization, social content and fandom art. Our app enables consumers
to showcase who they are, what they like, and amplify their persona. Zedge
Premium, our marketplace, enables content creators, ranging the gamut from world
class celebrities to emerging artists, to display their talent and sell their
content to our users. "Shortz - Chat Stories by Zedge," which has been launched
in beta, offers serialized, short-form fiction stories delivered as
text-messaging conversations and more recently as mini-podcasts.



Our Zedge app has been installed approximately 497 million times, and at April
30, 2021, boasted approximately 34.5 million monthly active users, or MAU. MAU
is a key performance indicator that captures the number of unique users that
used our Zedge app during the previous 30-day of the relevant period. Our Zedge
app has consistently ranked as one of the most popular free apps in the Google
Play store in the United States. Historically, we have not made a material
investment in paid user acquisition for our Zedge app.



Our Zedge app's success stems from its ability to meet consumer demand for a
rich and diverse catalogue of both long-tail and popular content in a fun,
intuitive and user-friendly fashion that aligns with their interest in
expressing their essence in a bespoke manner, to offer reliable search and
discovery capabilities and to make relevant content recommendations to our
users. To this end, we invest heavily in both product design and development and
the underlying technology required to satisfy both our Zedge app's users' and
content contributors' expectations. Our Zedge app utilizes both user-generated
and licensed, third-party content to achieve these goals.



In March 2018, we launched Zedge Premium, a marketplace within our Zedge app
where professional creators and brands market, distribute and sell their digital
content to our consumers. Since launching Zedge Premium, we have made and
continue making material investments in optimizing our Zedge app's homepage
design in order to maximize exposure to premium content with the goal of driving
sales. Over time, we expect that Zedge Premium will contribute to a virtuous
cycle whereby it drives new consumers into our Zedge app resulting in more
artist payouts, which in turn makes the platform more attractive for artists and
brands looking to expand their reach and increase their income.



In January 2019, we started offering paid subscriptions which, amongst other
things, removed unsolicited advertisements from our Zedge app. As of April 30,
2021, we had approximately 753,000 active subscribers. Beginning in fiscal 2021,
we hope to further optimize the offer based on user type, geography and price
point as well as introduce new subscription enhancements like content bundles
and rewards.



                                       16





In December 2019, we completed the beta launch of 'Shortz' our new entertainment
app offering serialized, short-form fiction delivered in a text-message format
across both Android and iOS, focusing on users in the United States, the United
Kingdom and Canada and it is now available globally.



Over the past several years, our Zedge app has experienced a decline in its MAU,
with modest increases in certain periods, as well as a shift in the regional
customer make-up with MAU in emerging markets representing an increasing portion
of our user base. As of April 30, 2021, users in emerging markets represented
74% of our MAU compared to 69% a year prior. This shift impacts our business
because emerging markets do not monetize as well as well-developed markets due
to lower eCPMs and lower monthly and annual subscription rates in these regions
coupled with lower priced subscriptions SKUs (Stock Keeping Unit). In the third
quarter of fiscal 2021, users in emerging markets grew by 29.3% while users in
well-developed economies declined 1.2% when compared to the same period in
fiscal 2020. As of April 30, 2021, approximately 43% of our Zedge app's user
base was located in North America and Europe (including Eastern Europe) with a
split of 21% and 22%, respectively, compared with 51% as of April 30, 2020 with
a split of 25% and 26%, respectively.



MAU growth is tightly coupled with securing new users. Historically, our
relatively high ranking in the Google Play store has been one of the primary
drivers new user acquisition. Although still an important factor, we now also
dedicate resources to growth initiatives, both organic and paid. With time, we
believe that we can change our growth dynamic in well-developed markets. Aside
from targeted growth initiatives, we need to continually improve the core user
experience, test different mechanisms and content verticals that may spur growth
and capitalize on the role that Zedge Premium artists can have on driving new
users into the Zedge platform.



The COVID-19 pandemic has impacted our Zedge app's new user growth. According to
Gartner, a leading research and advisory company, new smartphone sales declined
10.5% in calendar year 2020 as a result of the pandemic, negatively impacting
new user growth, especially in well-developed markets. Gartner forecasts
smartphone sales are expected to rebound in 2021 and there have been reports of
a partial recovery, with sales still below 2019 levels.



During the quarters ended April 30, 2021 and 2020, we generated approximately
80% and 72%, respectively, of our revenues from selling our Zedge app's
advertising inventory to advertising networks, advertising exchanges, and direct
arrangements with advertisers. Advertising networks and advertising exchanges
are third-party technology platforms that facilitate the buying and selling of
media advertising inventory from multiple ad networks. The price of advertising
inventory is fixed on an advertising network whereas the price for inventory is
determined through real-time bidding on an advertising exchange. Advertisers are
attracted to our Zedge app because of its sizable user base.



In our Zedge Premium marketplace, the content owner sets the price and the user
can purchase the content by paying for it with Zedge Credits, our closed virtual
currency. A user can earn Zedge Credits when taking specific actions such as
watching a rewarded video. Alternatively, users can buy Zedge Credits via an
in-app purchase. If a user purchases Zedge Credits, Google Play or App Store
keeps 30% of the purchase price with the remaining 70% being paid to us. When a
user purchases Zedge Premium content, the artist or brand receives 70% of the
actual value of the Zedge Credits used to buy the content item as a royalty and
we retain the remaining 30% as our fee, which we recognize as revenue. As Zedge
Premium matures and expands, we expect to also diversify our revenue source mix.



In January 2019, we started offering paid subscriptions which amongst other
things removed unsolicited advertisements from our Zedge app. During the first
12 months after a customer's sign up for the subscription-based product, Google
retains up to 30% as a fee, which decreases to 15% from month 13 and beyond. As
of April 30, 2021, we had approximately 753,000 active subscribers, 90% of which
had subscribed on an annual basis. Since inception in January 2019,
subscriptions have generated approximately $5.7 million in gross revenue.



Critical Accounting Policies



Our consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America, or U.S. GAAP. Our significant accounting policies are described in Note
1 to the consolidated financial statements included in the Form 10-K. The
preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses as well as the disclosure of contingent assets and liabilities.
Critical accounting policies are those that require application of management's
most subjective or complex judgments, often as a result of matters that are
inherently uncertain and may change in subsequent periods. Our critical
accounting policies include those related to capitalized software and technology
development costs, revenue recognition and goodwill. Management bases its
estimates and judgments on historical experience and other factors that are
believed to be reasonable under the circumstances. Actual results may differ
from these estimates under different assumptions or conditions. For additional
discussion of our critical accounting policies, see our Management's
Discussion and Analysis of Financial Condition and Results of Operations in

the
Form 10-K.



                                       17




Recently Issued Accounting Standards Not Yet Adopted

Recently issued accounting standards not yet adopted by us are more fully described in Note 13 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.





COVID-19



The COVID-19 pandemic has resulted in public health responses including travel
bans, restrictions, social distancing requirements, and shelter-in place orders,
which have negatively impacted our business, operations and financial
performance. While we saw a significant decrease in advertising spend when the
pandemic became global in March 2020, our daily advertising revenue has
experienced a strong recovery since July 2020 through April 2021.



We responded quickly and decisively to the challenges presented by the pandemic
in order to ensure the long-term continuity of our service. Initially, we
shifted resources and priorities and focused on streamlining our back-end
infrastructure and specifically redesigning our content management system in
order to better control costs while simultaneously establishing a scalable
foundation for new growth initiatives, even at the expense of new product
initiatives. At the outset of the pandemic, we instituted a hiring freeze which
has subsequently been relaxed and we are starting to invest in new products,
features, and enhancements. We expect to grow headcount by between 15% to 20% in
calendar 2021, mostly in engineering, product and design to execute on our
product development roadmap.



Given the unprecedented uncertainty and rapidly shifting market conditions of
the business environment, we cannot reasonably estimate the full impact of the
COVID-19 pandemic on our future financial and operational results. At this point
it is unclear whether variables including the economy, unemployment, retail
sales, and advertising budgets, or capital markets, including volatility of our
stock price will impact our business. We continue to monitor the rapidly
evolving situation and guidance from international and domestic authorities,
including federal, state and local public health authorities, and there may be
developments outside our control requiring us to adjust our operating plan.



The risks related to the COVID-19 pandemic on our business are further described
in Part I, Item 1A - Risk Factors of the Company's Annual Report on Form 10-K
for the year ended July 31, 2020, as filed with the SEC.



Key Performance Indicators



The presentation of our results of operations includes disclosure of two key
performance indicators - Monthly Active Users (MAU) and Average Revenue Per
Monthly Active User (ARPMAU). MAU is a key performance indicator that captures
the number of unique users that used our Zedge app during the previous 30-day
period, which is important to understanding the size of the user base for the
Company's Zedge app which is a driver of revenue. Changes and trends in MAU are
useful for measuring the general health of our business, gauging both present
and potential customers' experience, assessing the efficacy of product
improvements and marketing campaigns and overall user engagement. ARPMAU is
valuable because it provides insight into how well we monetize our users and,
changes and trends in ARPMAU are indications of how effective our monetization
investments are.



MAU increased 19.8% in the third quarter of fiscal 2021 when compared to the
same period a year ago and decreased 2.6% on a sequential basis. Over the past
several years, we have experienced a continuing shift in our regional customer
make-up with MAU in emerging markets representing an increasing portion of our
user base. As of April 30, 2021, users in emerging markets represented 74% of
our MAU compared to 69% a year prior. This shift impacts our business because
emerging markets do not monetize as well as well-developed markets due to lower
eCPMs and lower monthly and annual subscription rates in these regions coupled
with lower priced subscriptions SKUs. However, ARPMAU for the three months ended
April 30, 2021 was up 121% when compared to the same period a year ago, pointing
to progress we have made in extracting more value from our users, particularly
from paid subscriptions sales and improvement in ad optimization. ARPMAU
decreased slightly on a sequential basis.



                                   Three Months Ended
                                        April 30,
(in millions, except ARPMAU)        2021          2020        % Change
MAU                                    34.5         28.8           19.8 %
Developed Markets MAU                   8.9          9.0           -1.2 %
Emerging Markets MAU                   25.6         19.8           29.3 %
Emerging Markets MAU/Total MAU           74 %         69 %          7.9 %

ARPMAU                           $   0.0485     $ 0.0220          120.5 %




                                       18





                                      Three Months Ended
                                 April 30,       January 31,
(in millions, except ARPMAU)        2021            2021           % Change
MAU                                    34.5              35.4           -2.6 %
Developed Markets MAU                   8.9               9.5           -6.4 %
Emerging Markets MAU                   25.6              25.9           -1.2 %
Emerging Markets MAU/Total MAU           74 %              73 %          1.4 %

ARPMAU                           $   0.0485     $      0.0492           -1.4 %




Results of Operations


Three and Nine months Ended April 30, 2021 Compared to Three and Nine months Ended April 30, 2020





                     Three months ended                                  Nine Months Ended
                          April 30,                  Change                  April 30,                  Change
                      2021          2020          $           %          2021          2020          $           %
                                   (in thousands)                                      (in thousands)
Revenues           $    5,252      $ 2,079     $ 3,173         153 %   $  14,328     $  6,756     $ 7,572         112 %
Direct cost of
revenues                  290          289           1           0 %         907          925         (18 )        -2 %
Selling, general
and
administrative          2,694        1,569       1,125          72 %       6,859        5,408       1,451          27 %
Depreciation and
amortization              289          348         (59 )       -17 %         972        1,216        (244 )       -20 %
Income (loss)
from operations         1,979         (127 )     2,106          nm         5,590         (793 )     6,383          nm
Interest and
other income,
net                         9            2           7         350 %          14            7           7         100 %
Net gain (loss)
resulting from
foreign exchange
transactions              (12 )       (200 )       188         -94 %          21         (239 )       260          nm
Provision for
income taxes               44            -          44          nm           370            1         369          nm

Net Income
(loss)             $    1,932      $  (325 )   $ 2,257          nm     $   5,255     $ (1,026 )   $ 6,281          nm






nm - not measurable




Revenues


The following table sets forth the composition of our revenues for the three and nine months ended April 30, 2021 and 2020:





                               Three Months Ended            Nine Months Ended
                                    April 30,                    April 30,                         Changes
                               2021           2020           2021          2020        Three Months       Nine Months
                                 (in thousands)                (in thousands)
Advertising revenue         $    4,227      $   1,501     $   11,612     $   5,428               182 %             114 %
Paid subscription revenue          899            455          2,358           985                98 %             139 %
Other revenues                     126            123            358           343                 2 %               4 %
Total Revenues              $    5,252      $   2,079     $   14,328     $   6,756               153 %             112 %




Advertising revenue. Advertising revenue increased 182% and 114% in the three
and nine months ended April 30, 2021, respectively, compared to the three and
nine months ended April 30, 2020, primarily due to improvement in our ad
optimizations and higher advertising rates.



Paid subscription revenue. We rolled out a subscription-based product on Android
in January 2019, whereby users of our Zedge app could pay a monthly or annual
fee to remove unsolicited ads when using our Zedge app. We employ a regional
pricing strategy in order to improve conversions. The U.S. constitutes our
largest subscriber base and we generally charge $0.99 per month or $4.99 per
year. We generated $990,000 and $2,806,000 in gross prepaid subscription in the
three and nine months ended April 30, 2021, respectively, compared to $684,000
and $1,522,000 in the three and nine months ended April 30, 2020. We expect
that, based on research and testing we undertake, from time to time, the prices
of our subscription in each country/region may change and we may test other

plan
and price variations.



                                       19




The following table summarizes subscription revenue for the three and nine months ended April 30, 2021 and 2020.





                              Three Months Ended                                       Nine Months Ended
                                   April 30,                                               April 30,
                           2021                2020            % Change        2021          2020         % Change
                                       (in thousands, except revenue per subscriber and percentages)
Revenues                $       899         $       455               98 %   $   2,358     $     985     $      139 %
Active subscriptions
net additions                    42                 101              -58 %         249           266             -6 %
Active subscriptions
at end of period                753                 399               89 %         753           399             89 %
Average active
subscriptions                   734                 348              111 %         652           254            157 %
Average monthly
revenue per active
subscription            $      0.41         $      0.44               -6 %   $    0.40     $    0.43     $       -7 %




Zedge Premium. We completed the initial rollout of Zedge Premium in March 2018
to a segment of our Android user base and we expanded it to 100% of our Android
user base in January 2019. In the three and nine months ended April 30, 2021,
gross transaction value (the total sales volume transacting through the
platform), or "GTV," generated from Zedge Premium were $252,000 and $671,000,
respectively, compared to $150,000 and $539,000 in the three and nine months
ended April 30, 2020. In the three and nine months ended April 30, 2021 net
revenue generated from Zedge Premium were $124,000 and $352,000, respectively,
compared to $123,000 and $343,000 in the three and nine months ended April

30,
2020.


Revenue from Zedge Premium, as well as revenues generated by Shortz, are reported under Other Revenues, and those offerings constitute potential growth drivers in the quarters to come.

Direct cost of revenues.Direct cost of revenues consists primarily of content hosting and content delivery costs.





                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2021             2020         % Change         2021             2020         % Change
Direct cost of
revenues                $      290       $      289            0.3 %   $      907       $      925           -1.9 %
As a percentage of
revenues                       5.5 %           13.9 %                         6.3 %           13.7 %




Direct cost of revenues increased 0.3% and decreased 1.9% in the three and nine
months ended April 30, 2021, respectively, compared to three and nine months
ended April 30, 2020.



As a percentage of revenue, direct cost of revenues in three and nine months
ended April 30, 2021 were 5.5% and 6.3%, respectively, compared to 13.9% and
13.7% in the three and nine months ended April 30, 2020, primarily due to
significantly higher revenue in the current periods and the fixed nature of many
of our direct cost of revenues.



Selling, general and administrative expense. Selling, general and administrative
expense ("SG&A") consists mainly of payroll, benefits, recruiting fees,
facilities, marketing, content acquisition costs, consulting, professional fees,
software licensing ("SaaS") and public company related expenses.



                           Three Months Ended                           Nine Months Ended
                                April 30,                                   April 30,
(in thousands)             2021           2020         % Change         2021          2020         % Change
Selling, general and
administrative          $    2,694      $   1,569           71.7 %   $    6,859     $   5,408           26.8 %
As a percentage of
revenues                      51.3 %         75.5 %                        47.9 %        80.0 %




SG&A expense increased 71.7% and 26.8% in the three and nine months ended April
30, 2021, respectively, compared to three and nine months ended April 30, 2020.
This increase was primarily attributable to higher compensation costs resulting
from additional headcount and bonus accrual, higher payroll taxes resulting from
option exercise activities as discussed below, higher professional fees and
higher marketing costs associated with the approximately 23.4% average fee we
pay to Google for subscription sales, offset by reductions in discretionary
expenses. Norwegian NOK declined significantly to a historical low following the
outbreak of Covid-19 in the three months ended April 30, 2020, as a result, SG&A
expenses related to our Norwegian operations for that period were lower when
expressed in US dollar term and contributed in part to the overall year over
year increases in our SG&A expenses.



As a percentage of revenue, SG&A expense in the three and nine months ended April 30, 2021 were 51.3% and 47.9%, respectively, compared to 75.5% and 80.0% in the three and nine months ended April 30, 2020, primarily due to significantly higher revenue in the current periods.





                                       20




Our headcount totaled 52 as of April 30, 2021 compared to 39 as of April 30, 2020 with the majority of our employees currently based in Lithuania.





SG&A expense also included stock-based compensation expense which was $98,000
and $487,000 for the three and nine months ended April 30, 2021, respectively,
compared to $102,000 and $397,000 for the three and nine months ended April 30,
2020. Stock-based compensation includes equity grants to employees and
consultants, as well as stock issuances to pay for board compensations and
401(k) matching contributions. Certain stock options, deferred stock unit and
restricted stock grants are more fully described in Note 6 to the Consolidated
Financial Statements included in Item 1 to Part I of this Quarterly Report

on
Form 10-Q.



Holders exercised option to purchase 312,287 and 497,252 shares of Class B
common stock, respectively, in the three and nine months ended April 30, 2021 as
compared to 0 and 29,917 shares in the three and nine months ended April 30,
2020. In connection with these option exercises and the resulting net gains, we
incurred approximately $258,000 and $382,000 in payroll taxes in the three and
nine months ended April 30, 2021 as compared to $0 and $6,000 in the three and
nine months ended April 30, 2020.



Depreciation and amortization. Depreciation and amortization consist mainly of
amortization of capitalized software and technology development costs of our
internal developers on various projects that we invested in specific to the
various platforms on which we operate our service. We start amortizing these
capitalized software and technology development costs once these projects were
completed.



                            Three Months Ended                             Nine Months Ended
                                 April 30,                                     April 30,
(in thousands)             2021             2020         % Change         2021            2020         % Change
Depreciation and
amortization            $      289       $      348          -17.0 %   $      972       $   1,216          -20.1 %
As a percentage of
revenues                       5.5 %           16.7 %                         6.8 %          18.0 %



The comparison of depreciation and amortization expenses in any given periods can be attributed to the number of projects being amortized during those periods, as we removed fully amortized projects and added newly completed projects in the amortization pool.


Interest and other income, net.Interest and other income, net in the three and
nine months ended April 30, 2021 increased $7,000 and $7,000, respectively, when
compared to the same periods in fiscal 2020 due to higher cash balance resulting
from cash flows provided by operating activities and financing activities in the
current periods.



                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2021             2020         % Change        

2021             2020         % Change
Interest and other
income, net             $        9       $        2          350.0 %   $       14       $        7          100.0 %
As a percentage of
revenues                       0.2 %            0.1 %                         0.1 %            0.1 %




Net gain (loss) resulting from foreign exchange transactions. Net gain (loss)
resulting from foreign exchange transactions is comprised of gains and losses
generated from movements in NOK and EUR relative to the U.S. Dollar, including
gains or losses from our hedging activities.



                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2021             2020         % Change         2021             2020         % Change
Net gain (loss)
resulting from
foreign exchange
transactions            $      (12 )     $     (200 )        -94.0 %   $       21       $     (239 )            nm
As a percentage of
revenues                      -0.2 %           -9.6 %                         0.1 %           -3.5 %




In the three and nine months ended April 30, 2021, we realized gains of $16,000
and $67,000, respectively, from NOK and EUR hedging activities, compared to
losses of $273,000 and $327,000 in the three and nine months ended April 30,
2020 for the reason stated above.



Provision for income taxes.The tax expense consists of federal and state taxes
based on taxable income and allocated net worth and certain income taxes payable
in foreign jurisdictions where our subsidiaries reside.



                            Three Months Ended                               Nine Months Ended
                                 April 30,                                       April 30,
(in thousands)             2021             2020         % Change          2021             2020         % Change
Provision for income
taxes                   $       44       $        -              nm     $      370       $        1              nm
As a percentage of
revenues                       0.8 %            0.0 %                          2.6 %            0.0 %




                                       21





At July 31, 2020, we had available U.S. federal and state net operating loss
("NOL") carryforwards from domestic operations of approximately $5.6 million and
$5.9 million, respectively, to offset future taxable income, we also had
available NOL carryforwards of approximately $433,000 to offset future foreign
taxable income. We expect to utilize these NOL carryforwards to offset the
taxable income for the nine months ended April 30, 2021 and for the fiscal year
ending July 31, 2021, and reduce our effective tax rate to 6.6% for those
periods.



On March 27, 2020, the CARES Act was signed into law. The Act contains several
new or changed income tax provisions, including but not limited to the
following: increased limitation threshold for determining deductible interest
expense, class life changes to qualified improvements (in general, from 39 years
to 15 years), and the ability to carry back net operating losses incurred from
tax years 2018 through 2020 up to the five preceding tax years. Most of these
provisions are either not applicable or have no material effect on the Company.



Liquidity and Capital Resources





General



At April 30, 2021, we had cash and cash equivalents of $24.9 million and working
capital (current assets less current liabilities) of $22.9 million, compared to
$5.1 million and $3.9 million, respectively, at July 31, 2020. We expect that
our cash and cash equivalents on hand and our cash flow from operations will be
sufficient to meet our anticipated cash requirements for the twelve months
period ending April 30, 2022. We also maintain a revolving line of credit of up
to $2.0 million and a foreign exchange contract facility of up to $6.5 million
with Western Alliance Bank, as discussed below in Financing Activities.



The following tables present selected financial information for the nine months ended April 30, 2021 and 2020:

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