SUBSCRIPTION AGREEMENT
Lev
Pharmaceuticals, Inc.
000
Xxxxx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx,
XX 00000
Gentlemen:
The
undersigned (the “Investor”)
hereby
confirms its agreement with you as follows:
1. This
Subscription Agreement, including the Terms and Conditions for Purchase of
Units
attached hereto as Annex
I
(collectively, this “Agreement”)
is
made as of the date set forth below between Lev Pharmaceuticals, a Delaware
corporation (the “Company”),
and
the investor.
2. The
Company has authorized the sale and issuance to certain investors of up to
an
aggregate of 23,333,333 units (the “Units”),
each
consisting of (i) one share (the “Share,”
collectively the “Shares”)
of its
common stock, par value $0.01 per share (the “Common
Stock”)
and
(ii) one warrant (the “Warrant,”
collectively the “Warrants”)
to
purchase 0.20 shares of Common Stock (and the fractional amount being the
“Warrant
Ratio”),
for a
purchase price of $1.50 per Unit (the “Purchase
Price”),
reflecting a price of $1.50 per Share and $0.00 per Warrant. The Shares issuable
upon the exercise of the Warrants are referred to herein as the “Warrant
Shares.”
The
Warrant Shares, together with the Shares and the Warrants, are referred to
herein as the “Securities.”).
3. The
offering and sale of the Units (the “Offering”)
are
being made pursuant to (1) an effective Registration Statement on Form S-3
(including the Prospectus contained therein (the “Base
Prospectus”),
the
“Registration
Statement”)
filed
by the Company with the Securities and Exchange Commission (the “Commission”),
(2)
if applicable, certain “free writing prospectuses” (as that term is defined in
Rule 405 under the Securities Act of 1933, as amended (the “Act”)),
that
have been or will be filed with the Commission and delivered to the Investor
on
or prior to the date hereof and (3) a Prospectus Supplement (the “Prospectus
Supplement”
and
together with the Base Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Securities and terms
of the Offering that will be filed with the Commission and delivered to the
Investor (or made available to the Investor by the filing by the Company of
an
electronic version thereof with the Commission).
4. The
Company and the Investor agree that the Investor will purchase from the Company
and the Company will issue and sell to the Investor the Units set forth below
for the aggregate purchase price set forth below. The Units shall be purchased
pursuant to the Terms and Conditions for Purchase of Units attached hereto
as
Annex
I
and
incorporated herein by this reference as if fully set forth herein. The Investor
acknowledges that the Offering is not being underwritten by the placement agents
(the “Placement
Agents”)
named
in the Prospectus Supplement and that there is no minimum offering
amount.
5. The
manner of settlement of the Shares included in the Units purchased by the
Investor shall be determined by such Investor as follows (check
one):
|
[____]
|
A.
|
Delivery
by crediting the account of the Investor's prime broker (as specified
by
such Investor on Exhibit
A
annexed hereto) with the Depository Trust Company (“DTC”)
through its Deposit/Withdrawal At Custodian ("DWAC")
system, whereby Investor's prime broker shall initiate a DWAC transaction
on the Closing Date using its DTC participant identification number,
and
released by Securities Transfer Corp. the Company’s transfer agent (the
“Transfer
Agent”),
at the Company's direction. NO
LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT
BY
THE INVESTOR AND THE COMPANY, THE INVESTOR
SHALL:
|
|
(I)
|
DIRECT
THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED
WITH THE
SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT
TO
CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES,
AND
|
|
(II)
|
REMIT
BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE
PRICE
FOR THE UNITS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
ACCOUNT:
|
JPMorgan
Chase Bank, N.A.
ABA
#
000000000
Account
Name: Lev Pharmaceuticals/Jefferies
Account
Number: 304954853
-
OR
-
|
[____]
|
B.
|
Delivery
versus payment (“DVP”)
through DTC (i.e., the Company shall deliver Shares registered in
the
Investor’s name and address as set forth below and released by the
Transfer Agent to the Investor through DTC at the Closing directly
to the
account(s) at Jefferies & Company, Inc. (“Jefferies”)
identified by the Investor and simultaneously therewith payment shall
be
made by Jefferies by wire transfer to the Company). NO
LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT
BY
THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
|
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(I)
|
NOTIFY
JEFFERIES OF THE ACCOUNT OR ACCOUNTS AT JEFFERIES TO BE CREDITED
WITH THE
SHARES BEING PURCHASED BY SUCH INVESTOR, AND
|
|
(II)
|
CONFIRM
THAT THE ACCOUNT OR ACCOUNTS AT JEFFERIES TO BE CREDITED WITH THE
SHARES
BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE
AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR.
|
IT
IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR
CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER
ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED
AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.
-2-
6. The
executed Warrant shall be delivered in accordance with the terms
thereof.
7. The
Investor represents that, except as set forth below, (a) it has had no position,
office or other material relationship within the past three years with the
Company or persons known to it to be affiliates of the Company, (b) it is not
a
NASD member or an Associated Person (as such term is defined under the NASD
Membership and Registration Rules Section 1011) as of the Closing, and (c)
neither the Investor nor any group of Investors (as identified in a public
filing made with the Commission) of which the Investor is a part in connection
with the Offering of the Units, acquired, or obtained the right to acquire,
20%
or more of the Common Stock (or securities convertible into or exercisable
for
Common Stock) or the voting power of the Company on a post-transaction basis.
Exceptions:
(If
no
exceptions, write “none.” If left blank, response will be deemed to be
“none.”)
8. The
Investor represents that it has received (or otherwise had made available to
it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus, dated June 13, 2007, which is a part of the
Company’s Registration Statement and the documents incorporated by reference
therein (collectively, the “Disclosure
Package”),
prior
to or in connection with the receipt of this Agreement. The Investor
acknowledges that, prior to the delivery of this Agreement to the Company,
the
Investor will receive certain additional information regarding the Offering,
including pricing information (the “Offering
Information”).
Such
information may be provided to the Investor by any means permitted under the
Act, including the Prospectus Supplement and oral communications.
9. No
offer
by the Investor to buy Units will be accepted and no part of the Purchase Price
will be delivered to the Company until the Investor has received the Offering
Information and the Company has accepted such offer by countersigning a copy
of
this Agreement, and any such offer may be withdrawn or revoked, without
obligation or commitment of any kind, at any time prior to the Company (or
Jefferies on behalf of the Company) sending (orally, in writing or by electronic
mail) notice of its acceptance of such offer. An indication of interest will
involve no obligation or commitment of any kind until the Investor has been
delivered the Offering Information and this Agreement is accepted and
countersigned by or on behalf of the Company.
-3-
Number
of
Units: ______________________
Purchase
Price Per Unit: $________________
Aggregate
Purchase Price: $______________
Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.
Dated
as
of: August 13, 2007
________________________
INVESTOR
By:_________________________
Print
Name:___________________
Title:________________________
Address:_____________________
Agreed
and Accepted
this
13th
day of
August, 2007:
LEV
PHARMACEUTICALS, INC.
By:_________________________
Name:
Title:
-4-
ANNEX
I
TERMS
AND CONDITIONS FOR PURCHASE OF UNITS
1. Authorization
and Sale of the Units. Subject
to the terms and conditions of this Agreement, the Company has authorized the
sale of the Units, which consist of the Shares and the Warrants.
2. Agreement
to Sell and Purchase the Units; Placement Agent.
2.1
At
the
Closing (as defined in Section
3.1),
the
Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Units
set
forth on the last page of the Agreement to which these Terms and Conditions
for
Purchase of Units are attached as Annex
I
(the
“Signature
Page”)
for
the aggregate purchase price therefor set forth on the Signature
Page.
2.2 The
Company proposes to enter into substantially this same form of Subscription
Agreement with certain other investors (the “Other
Investors”)
and
expects to complete sales of Units to them. The Investor and the Other Investors
are hereinafter sometimes collectively referred to as the “Investors,”
and
this Agreement and the Subscription Agreements executed by the Other Investors
are hereinafter sometimes collectively referred to as the “Agreements.”
2.4 The
Company has entered into a Placement Agent Agreement, dated August 13, 2007
(the
“Placement
Agreement”),
with
Jefferies & Company, Inc.,
CIBC
World Markets Corp. and Xxxxxx Xxxxxx & Co. Inc. (the “Placement
Agents”)
that
contains certain representations, warranties, covenants and agreements of the
Company that may be relied upon by the Investor, which shall be a third party
beneficiary thereof. Investor acknowledges that the Company has agreed to pay
the Placement Agents a fee (the “Placement
Fee”)
in
respect of the sale of Units to the Investor.
2.5.
The
Company covenants and agrees to use its best efforts to keep the Registration
Statement effective for as long as is needed to deliver freely tradable Exercise
Shares (as such term is defined in the Warrant to Purchase Common Stock entered
into by the Company in connection with the Offering).
3. Closings
and Delivery of the Units and Funds.
3.1 Closing.
The
completion of the purchase and sale of the Units (the “Closing”)
shall
occur at a place and time (the “Closing
Date”)
to be
specified by the Company and the Placement Agent, and of which the Investors
will be notified in advance by the Placement Agent, in accordance with Rule
15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”).
At
the Closing, (a) the Company shall cause the Transfer Agent to deliver to the
Investor the number of Shares set forth on the Signature Page registered in
the
name of the Investor or, if so indicated on the Investor Questionnaire attached
hereto as Exhibit
A,
in the
name of a nominee designated by the Investor, (b) the Company shall cause to
be
delivered to the Investor a Warrant to purchase a number of whole Warrant Shares
determined by multiplying the number of Shares (and Units) set forth on the
signature page by the Warrant Ratio and rounding down to the nearest whole
number and (c) the aggregate purchase price for the Units being purchased by
the
Investor will be delivered by or on behalf of the Investor to the Company.
-5-
3.2
Conditions
to the Company’s Obligations.
(a)
The
Company’s obligation to issue and sell the Units to the Investor shall be
subject to: (i) the receipt by the Company of the purchase price for the Units
being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to
the
Closing Date.
(b) Conditions
to the Investor’s Obligations.
The
Investor’s obligation to purchase the Units will be subject to the accuracy of
the representations and warranties made by the Company and the fulfillment
of
those undertakings of the Company to be fulfilled prior to the Closing Date,
including without limitation, those contained in the Placement Agreement, and
to
the condition that the Placement Agent shall not have: (a) terminated the
Placement Agreement pursuant to the terms thereof or (b) determined that the
conditions to the closing in the Placement Agreement have not been satisfied.
The Investor’s obligations are expressly not conditioned on the purchase by any
or all of the Other Investors of the Units that they have agreed to purchase
from the Company.
3.3 Delivery
of Funds.
(a) DWAC
Delivery.
If the
Investor elects to settle the Units purchased by such Investor through DTC’s
Deposit/Withdrawal at Custodian (“DWAC”)
delivery system, no
later than one (1) business day after the execution of this Agreement by the
Investor and the Company,
the
Investor shall remit by wire transfer the amount of funds equal to the aggregate
purchase price for the Units being purchased by the Investor to the following
account designated by the Company and the Placement Agents pursuant to the
terms
of that certain Escrow Agreement (the “Escrow
Agreement”)
dated
as of the date hereof, by and among the Company, the Placement Agents and
JPMorgan Chase Bank, N.A. (the “Escrow
Agent”):
JPMorgan
Chase Bank, N.A.
ABA
#
000000000
Account
Name: Lev Pharmaceuticals/Jefferies
Account
Number: 304954853
Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agents on behalf of the Investors to the Company upon the satisfaction, in
the
sole judgment of Jefferies & Company, Inc. (“Jefferies”),
of
the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall
have no rights in or to any of the escrowed funds, unless the Placement Agent
and the Escrow Agent are notified in writing by the Company in connection with
the Closing that a portion of the escrowed funds shall be applied to the
Placement Fee. The
Company and the Investor agree to indemnify and hold the Escrow Agent harmless
from and against any and all losses, costs, damages, expenses and claims
(including, without limitation, court costs and reasonable attorneys fees)
(“Losses”)
arising under this Section
3.3
or
otherwise with respect to the funds held in escrow pursuant hereto or arising
under the Escrow Agreement, unless it is finally determined that such Losses
resulted directly from the willful misconduct or gross negligence of the Escrow
Agent. Anything in this Agreement to the contrary notwithstanding, in no event
shall the Escrow Agent be liable for any special, indirect or consequential
loss
or damage of any kind whatsoever (including but not limited to lost profits),
even if the Escrow Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action.
-6-
(b) Delivery
Versus Payment through The Depository Trust Company.
If the
Investor elects to settle the Shares purchased by such Investor by delivery
versus payment through DTC, no
later than one (1) business day after the execution of this Agreement by the
Investor and the Company,
the
Investor shall confirm that the account or accounts at Jefferies to be credited
with the Shares being purchased by the Investor have a minimum balance equal
to
the aggregate purchase price for the Units being purchased by the Investor.
3.4 Delivery
of Units.
(a) DWAC
Delivery.
If the
Investor elects to settle the Shares purchased by such Investor through DTC’s
DWAC delivery system, no
later than one (1) business day after the execution of this Agreement by the
Investor and the Company,
the
Investor shall direct the broker-dealer at which the account or accounts to
be
credited with the Shares being purchased by such Investor are maintained, which
broker/dealer shall be a DTC participant, to set up a DWAC instructing
Securities Transfer Corp., the Company’s Transfer Agent, to credit such account
or accounts with the Units. Such DWAC instruction shall indicate the settlement
date for the deposit of the Shares, which date shall be provided to the Investor
by Jefferies. Simultaneously with the delivery to the Company by the Escrow
Agent of the funds held in escrow pursuant to Section
3.3
above,
the Company shall direct the Transfer Agent to credit the Investor’s account or
accounts with the Shares pursuant to the information contained in the DWAC.
(b) Delivery
Versus Payment through The Depository Trust Company.
If the
Investor elects to settle the Units purchased by such Investor by delivery
versus payment through DTC, no
later than one (1) business day after the execution of this Agreement by the
Investor and the Company,
the
Investor shall notify Jefferies of the account or accounts at Jefferies to
be
credited with the Units being purchased by such Investor. On the Closing Date,
the Company shall deliver the Units to the Investor through DTC directly to
the
account(s) at Jefferies identified by Investor and simultaneously therewith
payment shall be made by Jefferies by wire transfer to the Company.
4. Representations,
Warranties and Covenants of the Investor.
The
Investor acknowledges, represents and warrants to, and agrees with, the Company
and the Placement Agents that:
4.1 The
Investor (a) is knowledgeable, sophisticated and experienced in making, and
is
qualified to make decisions with respect to, investments in Units presenting
an
investment decision like that involved in the purchase of the Units, including
investments in securities issued by the Company and investments in comparable
companies, (b) has answered all questions on the Signature Page and the Investor
Questionnaire and the answers thereto are true and correct as of the date hereof
and will be true and correct as of the Closing Date and (c) in connection with
its decision to purchase the number of Units set forth on the Signature Page,
has received and is relying only upon the Disclosure Package and the documents
incorporated by reference therein.
-7-
4.2 (a)
No
action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agent that would permit an offering of the
Securities,
or
possession or distribution of offering materials in connection with the issue
of
the Securities
in
any
jurisdiction outside the United States where action for that purpose is
required, (b) if the Investor is outside the United States, it will comply
with
all applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Securities
or
has in
its possession or distributes any offering material, in all cases at its own
expense and (c) the Placement Agent is not authorized to make and has not made
any representation, disclosure or use of any information in connection with
the
issue, placement, purchase and sale of the Units,
except
as set forth or incorporated by reference in the Base Prospectus or the
Prospectus Supplement.
4.3
(a)
The
Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement, and (b) this Agreement constitutes a valid and binding
obligation of the Investor enforceable against the Investor in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except
as
to the enforceability of any rights to indemnification or contribution that
may
be violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or
regulation).
4.4 The
Investor understands that nothing in this Agreement, the Prospectus or any
other
materials presented to the Investor in connection with the purchase and sale
of
the Units constitutes legal, tax or investment advice. The Investor has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of
Units.
4.5 Since
the
date on which the Placement Agent first contacted such Investor about the
Offering, the Investor has kept the Offering confidential and has not engaged
in
any purchases or sales of the securities of the Company (including, without
limitation, any Short Sales involving the Company’s securities). Each Investor
covenants that it will keep the Offering confidential and not engage in any
purchases or sales of the securities of the Company (including Short Sales)
prior to the time that the transactions contemplated by this Agreement are
publicly disclosed. Each Investor agrees that it will not use any of the Units
acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities laws. For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
whether or not against the box, and all types of direct and indirect stock
pledges, forward sales contracts, options, puts, calls, short sales, swaps,
“put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
similar arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated
brokers.
5. Survival
of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding
any investigation made by any party to this Agreement or by the Placement Agent,
all covenants, agreements, representations and warranties made by the Company
and the Investor herein will survive the execution of this Agreement, the
delivery to the Investor of the Units being purchased and the payment therefor.
The Placement Agents shall be third party beneficiaries with respect to the
representations, warranties and agreements of the Investor in Section 4
hereof.
-8-
6. Notices.
All
notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile or (b) if delivered from outside
the
United States, by International Federal Express or facsimile, and will be deemed
given (i) if delivered by first-class registered or certified mail domestic,
three business days after so mailed, (ii) if delivered by nationally recognized
overnight carrier, one business day after so mailed, (iii) if delivered by
International Federal Express, two business days after so mailed and (iv) if
delivered by facsimile, upon electric confirmation of receipt and will be
delivered and addressed as follows:
| (a) |
if
to the Company, to:
Lev
Pharmaceuticals, Inc.
000
Xxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxx, Ph.D.,
Chief
Executive Officer
Facsimile:
212-682−2559
with
copies to:
Xxxxxx
& Poliakoff P.A.
00
Xxxxxxxx
00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attention:
Xxxxxx X. XxXxxxx
Facsimile:
000-000-0000
|
(b) if
to the
Investor, at its address on the Signature Page hereto, or at such other address
or addresses as may have been furnished to the Company in writing.
7. Changes.
This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Investor.
8. Headings.
The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this
Agreement.
9. Severability.
In
case
any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the
remaining provisions contained herein will not in any way be affected or
impaired thereby.
10. Governing
Law. This
Agreement will be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the principles of
conflicts of law that would require the application of the laws of any other
jurisdiction.
-9-
11. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts
have
been signed by each party hereto and delivered to the other parties. The Company
and the Investor acknowledge and agree that the Company shall deliver its
counterpart to the Investor along with the Prospectus Supplement (or the filing
by the Company of an electronic version thereof with the Commission).
12. Confirmation
of Sale.
The
Investor acknowledges and agrees that such Investor’s receipt of the Company’s
counterpart to this Agreement, together with the Prospectus Supplement (or
the
filing by the Company of an electronic version thereof with the Commission),
shall constitute written confirmation of the Company’s sale of Units to such
Investor.
13. Press
Release.
The
Company and the Investor agree that the Company shall issue a press release
announcing the material terms of the Offering prior to the opening of the
financial markets in New York City on the business day immediately after the
date hereof.
14. Termination.
In the
event that the Placement Agreement is terminated by the Placement Agents
pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.
-10-
Exhibit
A
LEV
PHARMACEUTICALS, INC.
INVESTOR
QUESTIONNAIRE
Pursuant
to Section
3
of
Annex
I
to the
Agreement, please provide us with the following information:
|
1. The
exact name that your Shares and Warrants are to be registered in.
You may
use a nominee name if appropriate:
|
_________________________ |
|
2. The
relationship between the Investor and the registered holder listed
in
response to item 1 above:
|
_________________________ |
|
3. The
mailing address of the registered holder listed in response to item
1
above:
|
_________________________ |
|
4. The
Social Security Number or Tax Identification Number of the registered
holder listed in the response to item 1 above:
|
_________________________ |
|
5. Name
of DTC Participant (broker-dealer at which the account or accounts
to be
credited with the Shares are maintained):
|
_________________________ |
|
6. DTC
Participant Number:
|
_________________________ |
|
7. Name
of Account at DTC Participant being credited with the
Shares:
|
_________________________ |
|
8. Account
Number at DTC Participant being credited with the Shares:
|
_________________________ |
| _________________________ |
