Contract
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE WARRANT MAY NOT
BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
IT HAS BEEN REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED
AN
OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN COMPLIANCE
WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Right
to
Purchase 1,900,000 Shares of the
Common Stock of Ethos Environmental, Inc.
Common Stock of Ethos Environmental, Inc.
For
good
and valuable consideration, the receipt of which is hereby acknowledged, Ethos
Environmental, Inc, a Nevada corporation (the “Company”), hereby grants to
National Advisors, Inc. (the “Holder”), the right, but not the obligation, to
purchase from the Company at any time or from time to time on or before 5:00
p.m., Pacific Standard Time on the Expiration Date, as defined below, ONE
MILLION NINE HUNDRED THOUSAND (1,900,000) fully paid and nonassessable shares
of
common stock of the Company (the “Common Stock”) at a purchase price per share
equal to the Purchase Price, as defined below. The number of such shares of
Common Stock and the Purchase Price are subject to adjustment as provided in
this Warrant. The Expiration Date shall be March 31, 2010.
1. Exercise
of Warrant.
(a) Cash
Exercise.
This
Warrant may be exercised by the Holder hereof in full or in part at any time
or
from time to time until the Expiration Date by surrender of this Warrant and
the
subscription form annexed hereto (duly executed by the Holder), to the Company,
and by making payment, in cash or by certified or official bank check payable
to
the order of the Company, in the amount obtained by multiplying (a) the
number of shares of Common Stock designated by the Holder in the subscription
form by (b) the Purchase Price then in effect. On any partial exercise the
Company will forthwith issue and deliver to or upon the order of the Holder
hereof a modification of this Warrant, providing in the aggregate on the face
or
faces thereof for the purchase of the number of shares of Common Stock for
which
such Warrant may still be exercised.
(b) Net
Exercise.
In lieu
of exercising this Warrant as provided above, the Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with the exercise form attached hereto indicating such election, in
which event the Company shall issue to the holder hereof or order a number
of
Warrant Shares computed using the following formula:
1
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X
=
Y (A - B) ÷ A
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Where:
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X
=
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The
number of shares of Common Stock to be issued pursuant to this net
exercise;
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Y
=
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The
number of shares of Common Stock in respect of which the net issue
election is made;
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A
=
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The
fair market value of one share of Common Stock at the time the net
issue
election is made;
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B
=
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The
Exercise Price (as adjusted to the date of the net issuance).
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For
purposes of this Section 1(b), the fair market value of one share of Common
Stock as of a particular date shall be determined as follows: (i) if traded
on a securities exchange or through the Nasdaq Global Market, the value shall
be
deemed to be the average of the closing prices of the securities on such
exchange or market over the thirty (30) day period ending three (3) days prior
to the net exercise election; (ii) if traded over-the-counter, the value
shall be deemed to be the average of the closing bid or sale prices (whichever
is applicable) over the thirty (30) day period ending three (3) days prior
to
the net exercise; and (iii) if there is no active public market, the value
shall be the fair market value thereof, as determined in good faith by the
Board
of Directors of the Company. Notwithstanding the foregoing, the Company shall
not be obligated to issue more than 200,000 shares to the Holder under this
Section 1(b) during any 90 day period.
2. Delivery
of Stock Certificates, etc., on Exercise. As
soon
as practicable after the exercise of this Warrant, and in any event within
three
business days thereafter, the Company at its expense (including the payment
by
it of any applicable issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder hereof a certificate for the number of fully
paid
and nonassessable shares of Common Stock (or Other Securities) to which the
Holder shall be entitled on such exercise, plus, in lieu of any fractional
share
to which the Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then current fair market value (as reasonably determined
by
the Company) of one full share, together with any other stock or other
securities or property (including cash, where applicable) to which the Holder
is
entitled upon such exercise. "Other Securities" shall mean any stock (other
than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the Holder at any time shall be entitled to receive, or
shall have received, on the exercise of this Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Sections 3 or 4.
3. Adjustment.
(a) Initial
Purchase Price; Subsequent Adjustment of Price and Number of Purchasable
Shares.
The
initial purchase price for shares subject to this Warrant will be $2.50 per
share (the “Initial Purchase Price”), and will be adjusted from time to time as
provided below. The Initial Purchase Price or, if such price has been adjusted,
the price per share of Common Stock as last adjusted pursuant to the terms
hereof is referred to as the “Purchase Price” herein. Upon each adjustment of
the Purchase Price, the Holder will thereafter be entitled to purchase, at
the
Purchase Price resulting from such adjustment, the number of shares of Common
Stock obtained by multiplying the Purchase Price in effect immediately before
such adjustment by the number of shares of Common Stock purchasable pursuant
to
this Warrant immediately before such adjustment and dividing the product by
the
Purchase Price resulting from such adjustment.
2
(b) Definitions.
For
purposes of this Warrant, the following terms shall have the meanings set forth
below:
| (i) |
"Exercise Price" shall mean the price, determined pursuant to
this
Section 3, at which shares of Common Stock shall be deliverable upon
exercise of this Warrant.
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| (ii) |
"Current
Exercise Price" shall mean the Exercise Price immediately before
the
occurrence of any event, which, pursuant to this Section 3, causes an
adjustment to the Exercise Price.
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| (iii) |
"Convertible
Securities" shall mean any indebtedness or shares of stock convertible
into or exchangeable for Common Stock.
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| (iv) |
"Options"
shall mean any rights, warrants or options to subscribe for or purchase
Common Stock or Convertible Securities, including this
Warrant.
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| (v) |
"Common
Stock Outstanding" shall mean the aggregate of all Common Stock
outstanding and all Common Stock issuable upon exercise of all outstanding
Options and conversion of all outstanding Convertible
Securities.
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| (vi) |
"Common
Stock Equivalents" shall mean Convertible Securities and rights entitling
the holder thereof to receive, directly or indirectly, additional
shares
of Common Stock without the payment of any consideration by such
holder
for such additional shares of Common Stock or Common Stock
Equivalents.
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(c) Adjustments
to Exercise Price.
Subject
to Section 3(c)(13) below, the Exercise
Price
in
effect from time to time shall be subject to adjustment in certain cases as
follows:
| (i) |
Issuance
of Additional Shares of Common Stock. In
case the Company shall at any time after the date of this Warrant
issue or
sell any Common Stock, Options, Convertible Securities, or Common
Stock
Equivalents (hereinafter the "Additional Shares of Common Stock")
without
consideration or for a consideration per share less than the Current
Exercise Price, then such Current Exercise Price shall simultaneously
with
such issuance or sale be adjusted to an Exercise Price (calculated
to the
nearest cent) determined by multiplying such Current Exercise Price
by a
fraction,
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(a) the
numerator of which shall be (x) the number of shares of Common Stock
outstanding at the close of business on the day immediately preceding the date
of such issuance or sale, plus (y) the number of shares of Common Stock
which the aggregate consideration received (or by the express provisions hereof
is deemed to have been received) by the Company for the total number of
Additional Shares of Common Stock so issued or sold would purchase at such
then
Current Exercise Price, and
3
(b) the
denominator of which shall be the number of shares of Common Stock outstanding
at the close of business on the date of such issuance or sale after giving
effect to such issuance or sale of Additional Shares of Common Stock. For the
purpose of the calculation described in this Section 3, the number of
shares of Common Stock outstanding shall include, in addition to the number
of
shares of Common Stock actually outstanding, (A) the number of shares of
Common Stock issuable upon the exercise of this Warrant if fully exercised
on
the day immediately preceding the issuance or sale or deemed issuance or sale
of
Additional Shares of Common Stock, and (B) the number of shares of Common
Stock which would be obtained through the exercise or conversion of all Options
and Convertible Securities outstanding on the day immediately preceding the
issuance or sale or deemed issuance or sale of Additional Shares of Common
Stock.
For
purposes of this Section 3, the following provisions shall also be
applicable:
(ii) Cash
Consideration.
In case
of the issuance or sale of Additional Shares of Common Stock for cash, the
consideration received by the Company therefor shall be deemed to be the amount
of cash received by the Company for such shares.
(iii) Non-Cash
Consideration.
In case
of the issuance (otherwise than upon conversion or exchange of Convertible
Securities) or sale of Additional Shares of Common Stock for consideration
other
than cash or for consideration a part of which shall be other than cash, the
fair value shall be determined reasonably and in good faith by the consent
or
vote of the Board of Directors of the Company.
(iv) Options
and Convertible Securities.
In case
the Company shall in any manner issue or grant any Options or any Convertible
Securities, the total maximum number of shares of Common Stock issuable upon
the
exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities at the time such Convertible Securities
first become convertible or exchangeable shall (as of the date of issue or
grant
of such Options or, in the case of the issue or sale of Convertible Securities
other than where the same are issuable upon the exercise of Options, as of
the
date of such issue or sale) be deemed to be issued and to be outstanding for
the
purpose of this Section 3 and to have been issued for the sum of the amount
(if any) paid for such Options or Convertible Securities and the amount (if
any)
payable or upon conversion or exchange of such Convertible Securities at the
time such Convertible Securities first become convertible or exchangeable;
provided, however, that, subject to the provisions of Section 3(c)(5), no
further adjustment of the Current Exercise Price shall be made upon the actual
issuance of any such Common Stock or Convertible Securities or upon the
conversion or exchange of any such Convertible Securities.
(v) Change
in Conversion Rate.
If the
rate at which any Convertible Securities referred to in Section 3(c)(4) are
convertible into or exchangeable for shares of Common Stock shall change at
any
time (other than under or by reason of provisions designed to protect against
dilution), the Current Exercise Price in effect at the time of such event shall
forthwith be readjusted to the Exercise Price that would have been in effect
at
such time had such Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the
case
may be, at the time same were initially granted, issued or sold. If the
additional consideration (if any) payable upon the conversion or exchange of
any
Convertible Securities referred to in Section 3(c)(4), or the rate at which
any Convertible Securities referred to in Section 3(c)(4) are convertible
into or exchangeable for shares of Common Stock, shall be reduced at any time
under or by reason of provisions with respect thereto designed to protect
against dilution, then in case of the delivery of shares of Common Stock upon
conversion or exchange of any such Convertible Securities, the Exercise Price
then in effect hereunder shall, upon issuance of such shares of Common Stock,
be
adjusted to such amount as would have been obtained had such Convertible
Securities never been issued and had adjustments been made only upon the
issuance of the shares of Common Stock delivered as aforesaid and for the
consideration actually received for such Convertible Securities and the Common
Stock.
4
(vi) Termination
of Option or Conversion Rights.
Upon
the termination or expiration of any right to purchase Common Stock under any
Option or of any right to convert or exchange Convertible Securities, the
Current Exercise Price shall, upon such termination, be changed to the Exercise
Price that would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination, never been issued, and
the
shares of Common Stock issuable thereunder shall no longer be deemed to be
Common Stock Outstanding.
(vii) Stock
Splits; Dividends; Distributions and Combinations.
If the
Company shall at any time or from time to time after the date of this Warrant
fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or Common Stock Equivalents, then, following such record
date (or the date of such dividend, distribution, split or subdivision if no
record date is fixed), the Exercise Price shall be appropriately decreased
so
that the number of shares of Common Stock issuable on exercise of this Warrant
shall be increased in proportion to such increase in the number of outstanding
shares of Common Stock (including for this purpose, Common Stock Equivalents).
If the number of shares of Common Stock outstanding at any time after the date
of this Warrant is decreased by a combination of the outstanding shares of
Common Stock, then, following the record date of such combination, the Exercise
Price shall be appropriately increased so that the number of shares of Common
Stock issuable upon exercise of this Warrant shall be decreased in proportion
to
such decrease in the number of outstanding shares of Common Stock.
(viii) Other
Dividends.
If the
Company shall declare a distribution payable in securities of other companies,
evidence of indebtedness issued by the Company or other companies, assets
(excluding cash dividends) or options or rights not referred to in
Section 3(c)(4), then, in each such case for the purpose of this
subsection 3, the holder of this Warrant shall be entitled to receive,
without the payment of any additional consideration, a proportionate share
of
any such distribution as though it were the holder of the number of shares
of
Common Stock of the Company issuable upon the exercise of this Warrant as of
the
record date fixed for the determination of the holders of Common Stock of the
Company entitled to receive such distribution.
5
(ix) Recapitalizations.
If at
any time or from time to time there shall be a recapitalization of the Common
Stock (other than a subdivision, combination or merger, sale of the voting
stock
of the Company or a sale of assets transaction provided for elsewhere in this
Section 3), provision shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant the number
of shares of stock or other securities or property of the Company or otherwise,
to which a holder of Common Stock deliverable upon such exercise would have
been
entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 3 with
respect to the rights of the holder of this Warrant after the recapitalization
to the end that the provisions of this Section 3 (including adjustment of
the Exercise Price then in effect and the number of shares purchasable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.
(x) Successive
Changes.
The
above provisions of this Section 3 shall similarly apply to successive
issuances, sales, dividends or other distributions, subdivisions and
combinations on or of the Common Stock after the date of this
Warrant.
(xi) Other
Events Altering Exercise Price.
Upon
the occurrence of any event not specifically described in this Section 3(c)
as reducing the Exercise Price that, in the reasonable exercise of the business
judgment of the Board of Directors of the Company reached in good faith,
requires, on equitable principles, the reduction of the Exercise Price, the
Exercise Price will be so equitably reduced.
(xii) No
Impairment.
The
Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3 and in
the taking of all such action as may be necessary or appropriate in order to
protect the exercise rights of the holder of this Warrant against
impairment.
(xiii) Excluded
Events.
Notwithstanding any other provision in this Section 3(c) which is
inconsistent with or contrary to the terms of this Paragraph 13, the
Exercise Price shall not be adjusted by virtue of (a) the issuance of
capital stock to employees, consultants, officers or directors of the Company
pursuant to stock purchase or stock option plans or agreements approved by
the
Board (and not exceeding 20% of the Company's Common Stock Outstanding),
(b) the issuance of securities in connection with acquisition transactions,
(c) the issuance of securities to financial institutions, suppliers or
lessors in connection with commercial credit arrangements, equipment financings
or similar transactions, (d) exercise of this Warrant, or (e) the
repurchase of Common Stock shares from the Company's employees, consultants,
advisors, service providers, officers or Directors at such person's cost (or
at
such other price as may be agreed to by the Company's Board of
Directors).
6
(xiv) Certificate
as to Adjustments.
Upon
the occurrence of each adjustment or readjustment of the Exercise Price pursuant
to this Section 3, the Company, at its expense and upon request by the
holder of this Warrant, shall compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to the holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing
in reasonable detail the facts upon which such adjustment or readjustment is
based. The Company shall, upon the written request at any time of the holder
of
this Warrant, furnish or cause to be furnished to such holder a like certificate
setting forth (a) such adjustment and readjustment, (b) the Current
Exercise Price, and (c) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon
the
exercise of this Warrant.
4. Further
Assurances.
The
Company will take all action that may be necessary or appropriate in order
that
the Company may validly and legally issue fully paid and nonassessable shares
of
stock, free from all taxes, liens and charges with respect to the issue thereof,
on the exercise of all or any portion of this Warrant from time to time
outstanding.
5. Notices
of Record Date, etc.
In
the
event of:
(a) any
taking by the Company of a record of the holders of any class of securities
for
the purpose of determining the holders thereof who are entitled to receive
any
dividend on, 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, or
(b) 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 or the sale, consolidation or merger of the
Company with, to or into any other person, or
(c) any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company;
then
and
in each such event the Company will mail or cause to be mailed to the Holder,
at
least 20 days prior to such record date, a notice specifying (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding up is to take place, and the time, if any
is
to be fixed, as of which the holders of record of Common Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or
Other
Securities) for securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character
of any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant
and
the persons or class of persons to whom such proposed issue or grant is to
be
offered or made. Such notice shall also state that the action in question or
the
record date is subject to the effectiveness of a registration statement under
the Securities Act of 1933, as amended (the “Securities Act”), or a favorable
vote of stockholders if either is required. Such notice shall be mailed at
least
20 days prior to the date specified in such notice on which any such action
is
to be taken or the record date, whichever is earlier.
7
6. Reservation
of Stock, etc., Issuable on Exercise of Warrants.
The
Company will at all times reserve and keep available out of its authorized
but
unissued shares of capital stock, solely for issuance and delivery on the
exercise of this Warrant, a sufficient number of shares of Common Stock (or
Other Securities) to effect the full exercise of this Warrant and the exercise,
conversion or exchange of any other warrant or security of the Company
exercisable for, convertible into, exchangeable for or otherwise entitling
the
Holder to acquire shares of Common Stock (or Other Securities), and if at any
time the number of authorized but unissued shares of Common Stock (or Other
Securities) shall not be sufficient to effect such exercise, conversion or
exchange, the Company shall take such action as may be necessary to increase
its
authorized but unissued shares of Common Stock (or Other Securities) to such
number as shall be sufficient for such purposes.
7. Transfer
of Warrant.
This
Warrant may only be transferred in compliance with applicable law.
8. No
Rights as a Shareholder.
This
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a shareholder of the Company.
9. Notices.
Any
notices and other communications required or permitted under this Warrant shall
be effective if in writing and delivered personally or sent by telecopier,
major
overnight courier service or registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:
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If
to Holder:
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National
Advisors, Inc.
0000
Xxxxxxx Xxxxx
Xxx
Xxxxx, XX 00000
Attn: Xx.
Xxxxxx Xxxxxxxxx
Facsimile: (000)
000-0000
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If
to the Company:
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0000
Xxxxxxx Xxxx
Xxx
Xxxxx, Xxxxxxxxxx 00000
Attn: Mr.
Xxxxxxx xx Xxxxxxxx
Xxxxxxxxx (000)
000-0000
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Unless
otherwise specified herein, such notices or other communications shall be deemed
effective (a) on the date delivered, if delivered personally, (b) one
business days after being sent, if sent by a major overnight courier service
such as Federal Express or DHL, (c) one business day after being sent, if
sent by telecopier with confirmation of good transmission and receipt, and
(d) seven business days after being sent, if sent by registered or
certified mail, postage prepaid. Each of the parties hereto shall be entitled
to
specify another address by giving notice as aforesaid to the other.
8
10. Securities
Laws.
By
acceptance of this Warrant, the Holder represents to the Company that this
Warrant is being acquired for the Holder’s own account and for the purpose of
investment and not with a view to, or for sale in connection with, the
distribution thereof, nor with any present intention of distributing or selling
the Warrant or the Common Stock issuable upon exercise of the Warrant. The
Holder acknowledges and agrees that this Warrant and the Common Stock issuable
upon exercise of this Warrant (if any) have not been (and at the time of
acquisition by the Holder, will not have been or will not be) registered under
the Securities Act or under the securities laws of any state, in reliance upon
certain exemptive provisions of such statutes. The Holder further recognizes
and
acknowledges that because this Warrant and the Common Stock issuable upon
exercise of this Warrant are unregistered, they may not be eligible for resale,
and may only be resold in the future pursuant to an effective registration
statement under the Securities Act and any applicable state securities laws,
or
pursuant to a valid exemption from such registration requirements.
11. Legend.
Unless
theretofore registered for resale under the Securities Act, each certificate
for
shares issued upon exercise of this Warrant shall bear the following or a
similar legend:
The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or any applicable state securities laws.
The
securities have been acquired for investment and may not be resold, transferred
or assigned in the absence of an effective registration statement for the
securities under the Securities Act of 1933, as amended, or an opinion of
counsel acceptable to the Company that such disposition is in compliance with
the Securities Act and any applicable state securities laws.
12. Miscellaneous.
This
Warrant and any terms hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought. This Warrant shall
be governed by and construed in accordance with the laws of the State of
California; provided, however, that if any California law or laws require or
permit the application of the laws of any other jurisdiction to this Warrant,
such California law or laws shall be disregarded with the effect that the
remaining laws of the State of California shall nonetheless apply. The headings
in this Warrant are for purposes of reference only and shall not limit or
otherwise affect any of the terms hereof. The invalidity or unenforceability
of
any provision hereof shall in no way affect the validity or enforceability
of
any other provision.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed on its
behalf by one of its officers thereunto duly authorized.
Dated:
_____, 2007
By: _______________________________
Xxxxxxx xx Xxxxxxxx, President
9
FORM
OF
EXERCISE
(To
be
signed only on exercise of Warrant)
A. The
undersigned Holder of the attached original, executed Warrant hereby elects
to
exercise its purchase right under such Warrant with respect to shares of Common
Stock, as defined in the Warrant, of ETHOS Environmental, Inc., a Nevada
corporation (the “Company”).
B. The
undersigned Holder is hereby paying the aggregate purchase price for such shares
of Common Stock (the “Exercise Shares”) (i) by the enclosed certified or
official bank check payable in United States dollars to the order of the Company
in the amount of $___________, or (ii) by wire transfer of United States
funds to the account of the Company in the amount of $______________, which
transfer has been made before or simultaneously with the delivery of this Form
of Exercise; or (iii) by electing to exercise the attached Warrant for
__________ of the shares purchasable under the Warrant pursuant to the net
exercise provisions of Section 1(b) of the Warrant.
C. Please
issue a stock certificate or certificates representing the appropriate number
of
shares of Common Stock in the name of the undersigned Holder.
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By:
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Its:
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Dated:
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