Contract
Exhibit
4.2
NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.
CALLISTO
PHARMACEUTICALS, INC.
WARRANT
|
Warrant
No. ___
|
Original
Issue Date: February 3,
2006
|
Callisto
Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), hereby certifies that, for value received, _____
or
its registered assigns (the "Holder"), is entitled to purchase
from the Company up to a total of [ ] shares of Common Stock (each such share,
a
"Warrant Share" and all such shares, the "Warrant
Shares"), at any time and from time to time from and after the Original
Issue Date and through and including February 3, 2009 (the "Expiration
Date"), and subject to the following terms and conditions:
1.
Definitions.
As used in this Warrant, the following terms shall have the respective
definitions set forth in this Section 1.
"Business
Day"
means any day except Saturday, Sunday and any day that is a federal legal
holiday in the United States or a day on which banking institutions in the
State
of New York are authorized or required by law or other government action
to
close.
"Common
Stock"
means the common stock of the Company, par value $0.0001 per share, and any
securities into which such common stock may hereafter be reclassified.
"Exercise
Price" means
$1.25, subject to adjustment in accordance with Section 9.
"Fundamental Transaction"
means any of the following: (1) the Company effects any merger or consolidation
of the Company with or into another Person, (2) the Company effects any sale
of
all or substantially all of its assets in one or a series of related
transactions, (3) any
tender
offer or exchange offer (whether by the Company or another Person) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange
their shares for other securities, cash or property, or (4) the Company effects
any reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property.
“Original
Issue Date”
means the Original Issue Date first set forth on the first page of this
Warrant.
“New
York Courts”
means the state and federal courts sitting in the City of New York, Borough
of
Manhattan.
"Trading
Day"
means (i) a day on which the Common Stock is traded on a Trading Market,
or (ii)
if the Common Stock is not quoted on any Trading Market, a day on which the
Common Stock is quoted in the over-the-counter market as reported by the
Pink
Sheets, LLC (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is
not
listed or quoted as set forth in (i) and (ii) hereof, then Trading Day shall
mean a Business Day.
"VWAP"
means on any particular Trading Day or for any particular period, the volume
weighted average trading price per share of Common Stock on such date or
for
such period as reported by the Bloomberg L.P., or by any successor performing
similar functions.
2. Registration
of Warrant.
The Company shall register this Warrant upon records to be maintained by
the
Company for that purpose (the "Warrant
Register"),
in the name of the record Holder hereof from time to time. The Company may
deem
and treat the registered Holder of this Warrant as the absolute owner hereof
for
the purpose of any exercise hereof or any distribution to the Holder, and
for
all other purposes, absent actual notice to the contrary.
3. Registration
of Transfers.
The Company shall register the transfer of any portion of this Warrant in
the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment
attached hereto duly completed and signed, to the Company at its address
specified herein. Upon any such registration or transfer, a new Warrant to
purchase Common Stock, in substantially the form of this Warrant (any such
new
Warrant, a "New
Warrant"),
evidencing the portion of this Warrant so transferred shall be issued to
the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.
4. Exercise
and Duration of Warrants.
(a)
This
Warrant shall be exercisable by the registered Holder at any time and from
time
to time on or after the Original Issue Date through and including the Expiration
Date. At 6:30 p.m., New York City time on the Expiration Date, the portion
of
this Warrant not exercised prior thereto shall be and become void and of
no
value. Except as provided in Section 4(b) below, the Company may not call
or
redeem any portion of this Warrant without the prior written consent of the
affected Holder.
2
(b)
Subject
to the provisions of this Section 4(b), if at any time following the effective
date of a registration statement registering for resale the Warrant Shares
(the
“Effective
Date”):
(i) the VWAP of the Common Stock for each of 10 consecutive Trading Days
following the Effective Date is greater than $2.10 (subject to adjustment
pursuant to Section 9), (ii) the Warrant Shares are either registered for resale
pursuant to an effective registration statement naming the Holder as a selling
stockholder thereunder (and the prospectus thereunder is available for use
by
the Holder as to all Warrant Shares) or freely transferable without volume
restrictions pursuant to Rule 144(k) promulgated under the Securities Act,
as
determined by counsel to the Company pursuant to a written opinion letter
addressed and in form and substance reasonably acceptable to the Holder and
the
transfer agent for the Common Stock, during the entire 10 Trading Day period
referenced in (i) above through the expiration of the Call Date as set forth
in
the Company’s notice pursuant to this Section (the “Call
Condition Period”),
(iii) the Company shall have complied in all material respects with its
obligations under this Warrant and (iv) the Common Stock shall at all times
be
listed or quoted on a Trading Market, then, subject to the conditions set forth
in this Section, the Company may, in its sole discretion, elect to require
the
exercise of all of the then unexercised portion of this Warrant, on the date
that is the fifth Trading Day after written notice thereof (a “Call
Notice”)
is received by the Holder (such fifth Trading Day shall be known as the
“Call
Date”)
at the address last shown on the records of the Company for the Holder or given
by the Holder to the Company for the purpose of notice. The Company covenants
and agrees that it will honor all Exercise Notices tendered through 6:30 p.m.
(New York City time) on the Call Date.
5. Delivery
of Warrant Shares.
(a)
To
effect exercises hereunder, the Holder shall not be required to physically
surrender this Warrant unless the aggregate Warrant Shares represented
by this
Warrant is being exercised. Upon delivery of the Exercise Notice (in the
form
attached hereto) to the Company (with the attached Warrant Shares Exercise
Log)
at its address for notice set forth herein and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends
to
purchase hereunder, the Company shall promptly (but in no event later than
three
Trading Days after the Date of Exercise (as defined herein)) issue and
deliver
to the Holder, a certificate for the Warrant Shares issuable upon such
exercise,
which shall be free of restrictive legends. The Company shall, upon request
of
the Holder and subsequent to the Effective Date, use its reasonable best
efforts
to deliver Warrant Shares hereunder electronically through the Depository
Trust
Corporation or another established clearing corporation performing similar
functions, if available, provided,
that, the Company may, but will not be required to change its transfer
agent if
its current transfer agent cannot deliver Warrant Shares electronically
through
the Depository Trust Corporation. A "Date
of Exercise"
means the date on which the Holder shall have delivered to the Company:
(i) the
Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
completed and duly signed and (ii) payment of the Exercise Price for the
number
of Warrant Shares so indicated by the Holder to be purchased.
(b)
The
Company's obligations to issue and deliver Warrant Shares in accordance
with the
terms hereof are absolute and unconditional, irrespective of any action
or
inaction by the Holder to enforce the same, any waiver or consent with
respect
to any provision hereof, the recovery of any judgment against any Person
or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach
3
bythe
Holder or any other Person of any obligation to the Company or any violation
or
alleged violation of law by the Holder or any other Person, and irrespective
of
any other circumstance which might otherwise limit such obligation of the
Company to the Holder in connection with the issuance of Warrant Shares.
Nothing
herein shall limit a Xxxxxx's right to pursue any other remedies available
to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms
hereof.
6.
Charges,
Taxes and Expenses.
Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
be
made without charge to the Holder for any issue or transfer tax, withholding
tax, transfer agent fee or other incidental tax or expense in respect of
the
issuance of such certificates, all of which taxes and expenses shall be paid
by
the Company; provided, however, that the Company shall not be required to
pay
any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name
other
than that of the Holder. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant
or
receiving Warrant Shares upon exercise hereof.
7.
Replacement
of Warrant.
If this Warrant is mutilated, lost, stolen or destroyed, the Company shall
issue
or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity (which shall
not
include a surety bond), if requested. Applicants for a New Warrant under
such
circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the Company
may
prescribe. If a New Warrant is requested as a result of a mutilation of this
Warrant, then the Holder shall deliver such mutilated Warrant to the Company
as
a condition precedent to the Company’s obligation to issue the New
Warrant.
8.
Reservation
of Warrant Shares.
The Company covenants that it will at all times reserve and keep available
out
of the aggregate of its authorized but unissued and otherwise unreserved
Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares
which
are then issuable and deliverable upon the exercise of this entire Warrant,
free
from preemptive rights or any other contingent purchase rights of Persons
other
than the Holder (taking into account the adjustments and restrictions of
Section
9).
The Company covenants that all Warrant Shares so issuable and deliverable
shall,
upon issuance and the payment of the applicable Exercise Price in accordance
with the terms hereof, be duly and validly authorized, issued and fully paid
and
nonassessable.
9.
Certain
Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of
this
Warrant are subject to adjustment from time to time as set forth in this
Section
9.
(a) Stock
Dividends and Splits.
If the Company, at any time while this Warrant is outstanding, (i) pays a
stock
dividend on its Common Stock or otherwise makes a
4
distribution
on any class of capital stock that is payable in shares of Common Stock,
(ii)
subdivides outstanding shares of Common Stock into a larger number of shares,
or
(iii) combines outstanding shares of Common Stock into a smaller number of
shares, then in each such case the Exercise Price shall be multiplied by
a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall
be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.
(b) Fundamental
Transactions.
If, at any time while this Warrant is outstanding there is a Fundamental
Transaction, then the Holder shall have the right thereafter to receive,
upon
exercise of this Warrant, the same amount and kind of securities, cash or
property as it would have been entitled to receive upon the occurrence of
such
Fundamental Transaction if it had been, immediately prior to such Fundamental
Transaction, the holder of the number of Warrant Shares then issuable upon
exercise in full of this Warrant (the "Alternate
Consideration").
For purposes of any such exercise, the determination of the Exercise Price
shall
be appropriately adjusted to apply to such Alternate Consideration based
on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction,
then
the Holder shall be given the same choice as to the Alternate Consideration
it
receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company
or
surviving entity in such Fundamental Transaction shall, either (1) issue
to the
Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holder's right to purchase
the
Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
or (2) purchase the Warrant from the Holder for a purchase price, payable
in
cash within five Trading Days after such request (or, if later, on the effective
date of the Fundamental Transaction), equal to the Black Scholes value of
the
remaining unexercised portion of this Warrant on the date of such request.
The
terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply
with the provisions of this paragraph (b) and insuring that the Warrant (or
any
such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.
(c) Number
of Warrant Shares.
Simultaneously with any adjustment to the Exercise Price pursuant to this
Section 9, the number of Warrant Shares that may be purchased upon exercise
of
this Warrant shall be increased or decreased proportionately, so that after
such
adjustment the aggregate Exercise Price payable hereunder for the adjusted
number of Warrant Shares shall be the same as the aggregate Exercise Price
in
effect immediately prior to such adjustment.
5
(d)
Calculations.
All calculations under this Section
9
shall be made to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding
at
any given time shall not include shares owned or held by or for the account
of
the Company, and the disposition of any such shares shall be considered an
issue
or sale of Common Stock.
(e)
Notice
of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section
9,
the Company at its expense will promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted
number or type of Warrant Shares or other securities issuable upon exercise
of
this Warrant (as applicable), describing the transactions giving rise to
such
adjustments and showing in detail the facts upon which such adjustment is
based.
Upon written request, the Company will promptly deliver a copy of each such
certificate to the Holder and to the Company's Transfer Agent.
(f)
Notice
of Corporate Events.
If the Company (i) declares a dividend or any other distribution of cash,
securities or other property in respect of its Common Stock, including without
limitation any granting of rights or warrants to subscribe for or purchase
any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves,
enters into any agreement contemplating or solicits stockholder approval
for any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company
shall
deliver to the Holder a notice describing the material terms and conditions
of
such transaction (but only to the extent such disclosure would not result
in the
dissemination of material, non-public information to the Holder) at least
10
calendar days prior to the applicable record or effective date on which a
Person
would need to hold Common Stock in order to participate in or vote with respect
to such transaction, and the Company will take all steps reasonably necessary
in
order to insure that the Holder is given the practical opportunity to exercise
this Warrant prior to such time so as to participate in or vote with respect
to
such transaction; provided, however, that the failure to deliver such notice
or
any defect therein shall not affect the validity of the corporate action
required to be described in such notice.
10.
Payment
of Exercise Price.
(a)
This
Warrant may be exercised by the Holder as to the whole or any lesser number
of
the Warrant Shares covered hereby, upon surrender of this Warrant to the
Company
at its principal executive office together with the Notice of Exercise attached
hereto as Exhibit A, duly completed and executed by the Holder, and payment
to the Company of the aggregate Exercise Price for the Warrant Shares to
be
purchased in the form of (i) a check made payable to the Company,
(ii) wire transfer according to the Company’s instructions or
(iii) any combination of (i) and (ii).
11.
No
Fractional Shares.
No fractional shares of Warrant Shares will be issued in connection with
any
exercise of this Warrant. In lieu of any fractional shares which would,
otherwise be issuable, the Company shall pay cash equal to the product of
such
fraction multiplied by the closing price of one Warrant Share as reported
by the
applicable Trading Market on the date of exercise.
6
12.
Notices.
Any and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be
deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice
or
communication is delivered via facsimile at the facsimile number specified
in
this Section on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date
of
mailing, if sent by nationally recognized overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be: (i) if to the Company, to
000
Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attn: Chief Executive
Officer, or to facsimile no.: (000) 000-0000 (or such other address as the
Company shall indicate in writing in accordance with this Section), or (ii)
if
to the Holder, to the address or facsimile number appearing on the Warrant
Register or such other address or facsimile number as the Holder may provide
to
the Company in accordance with this Section.
13.
Warrant
Agent.
The Company shall serve as warrant agent under this Warrant. Upon 10 calendar
days' notice to the Holder, the Company may appoint a new warrant agent.
Any
corporation into which the Company or any new warrant agent may be merged
or any
corporation resulting from any consolidation to which the Company or any
new
warrant agent shall be a party or any corporation to which the Company or
any
new warrant agent transfers substantially all of its corporate trust or
shareholders services business shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder's last address as shown
on
the Warrant Register.
14.
Miscellaneous.
(a)
This
Warrant shall be binding on and inure to the benefit of the parties hereto
and
their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than
the
Company and the Holder any legal or equitable right, remedy or cause of action
under this Warrant. This Warrant may be amended only in writing signed by
the
Company and the Holder and their successors and assigns.
(b)
All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York (except for matters governed
by
corporate law in the State of Delaware), without regard to the principles
of
conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of this Warrant and
the
transactions herein contemplated (“Proceedings”)
(whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the New
York
Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim
that
it is not personally subject to the jurisdiction of any New York Court, or
that
such Proceeding has been commenced in an
7
improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good
and
sufficient service of process and notice thereof. Nothing contained herein
shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce
any
provisions of this Warrant, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.
(c)
The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
(d)
In
case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon
a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
(e)
Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being
a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its
authorized officer as of the date first indicated above.
|
CALLISTO
PHARMACEUTICALS, INC.
|
||
| |
|
|
| By: | ||
|
|
||
| Name:
Xxxx X. Xxxxx Title: Chief Executive Officer |
||
8
EXERCISE
NOTICE
CALLISTO
PHARMACEUTICALS, INC.
WARRANT
DATED FEBRUARY 3, 2006
The
undersigned Holder hereby irrevocably elects to purchase _____________ shares
of
Common Stock pursuant to the above referenced Warrant. Capitalized terms used
herein and not otherwise defined have the respective meanings set forth in
the
Warrant.
(1) The
undersigned Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.
(2) Payment
of
$______ in cash has been made by wire transfer or check delivered to the
Company.
(3) Pursuant
to
this Exercise Notice, the Company shall deliver to the holder _______________
Warrant Shares in accordance with the terms of the Warrant.
|
Dated:
______________,
______
|
Name
of Holder:
|
|
(Print)
______________________________
|
|
|
By:
________________________________
|
|
|
Name:
______________________________
|
|
|
Title:
_______________________________
|
|
|
(Signature
must conform in all respects to name of holder as specified on
the face of
the Warrant)
|
9
Warrant
Shares Exercise Log
|
Date
|
Number
of Warrant Shares Available to be Exercised
|
Number
of Warrant Shares Exercised
|
Number
of Warrant Shares Remaining to be Exercised
|
|
|
10
CALLISTO
PHARMACEUTICALS, INC.
WARRANT
ORIGINALLY ISSUED FEBRUARY 3, 2006
WARRANT
NO. ___
FORM
OF
ASSIGNMENT
[To
be
completed and signed only upon transfer of Warrant]
FOR
VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such Warrant
relates and appoints ________________ attorney to transfer said right on the
books of the Company with full power of substitution in the
premises.
Dated: _______________,
____
| _______________________________________ | |
| (Signature must conform in all respects to name of holder as specified on the face of the Warrant) | |
| _______________________________________ | |
| Address of Transferee | |
| _______________________________________ | |
| _______________________________________ |
In
the
presence of:
__________________________
11
