Exhibit
10.1


 


SUBSCRIPTION
AGREEMENT


 


Acusphere, Inc.


500 Arsenal Street


Watertown, MA 02472


 


Ladies and Gentlemen:


 


The undersigned (the “Investor”) hereby confirms its agreement
with you as follows:


 


1.             This Subscription Agreement (this “Agreement”) is made as of the date set
forth below between Acusphere, Inc., 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 5,772,004 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 0.3 Shares of Common
Stock (and the fraction amount being the “Warrant
Ratio”), in substantially the form attached hereto as Exhibit A,
subject to adjustment by the Company’s Board of Directors, or a committee
thereof, for a purchase price of $6.9675
per Unit (the “Purchase Price”),
reflecting a price of $6.93 per Share and $0.0375 per Warrant.  The Shares issuable upon the exercise of the
Warrants are referred to herein as the “Warrant
Shares” and, together with the Units, 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), that have 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 along with
the Company’s counterpart to this Agreement.


 


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 agent
(the “Placement Agent”) 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):


 


o             A.    Delivery by electronic book-entry at The
Depository Trust Company (“DTC”),
registered in the Investor’s name and address as set forth below, and released
by American Stock Transfer & Trust Company, the Company’s transfer agent
(the “Transfer Agent”), to the
Investor at the Closing.  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


 

















 


DEPOSIT/WITHDRAWAL
AT CUSTODIAN (“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:


 


THE CITIBANK PRIVATE BANK

666 Fifth Avenue, 5th Floor

New York, NY 10103

ABA # 021-000-089

Account Name: Acusphere, Inc.

Account Number: 76-274024


 


– OR –


 


o             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 at the Closing directly to
the account(s) at Cowen & Co., LLC identified by the Investor and
simultaneously therewith payment shall be made from such account(s) to the
Company through DTC).  NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION
OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:


 


(I)    NOTIFY COWEN & CO., LLC
OF THE ACCOUNT OR ACCOUNTS AT COWEN & CO., LLC TO BE CREDITED WITH THE
SHARES BEING PURCHASED BY SUCH INVESTOR, AND


 


(II)   CONFIRM THAT THE ACCOUNT OR
ACCOUNTS AT COWEN & CO., LLC 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 SHARES AND WARRANTS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE
INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.


 


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:


 


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(If
no exceptions, write “none.” If left blank, response will be deemed to be
“none.”)


 


8.             The Investor represents that it has received
the final Base Prospectus, dated April 5, 2005, which is a part of the
Company’s Registration Statement, and any free writing prospectus, prior to or
in connection with the receipt of this Agreement (collectively, the “Disclosure Package”) and the Prospectus
Supplement along with the Company’s counterpart to this Agreement .


 


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 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 a Placement Agent 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 this Agreement is
accepted and countersigned by or on behalf of the Company.


 


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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:  April    , 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTOR

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


Agreed and Accepted


this     
day of April, 2006:


 


ACUSPHERE, INC.


 


	
  By:

  	
   

  	
   

  
	
  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.”


 


2.3          Investor acknowledges that the Company
intends to pay Cowen & Co., LLC (the “Placement
Agent”) a fee (the “Placement Fee”)
in respect of the sale of Units to the Investor.


 


2.4          The Company has entered into a Placement
Agent Agreement, dated April [     ],
2006 (the “Placement Agreement”)
with the Placement Agent that contains certain representations, warranties,
covenants, agreements and indemnities of the Company that may be relied upon by
the Investor, which shall be a third party beneficiary thereof.  A copy of the Placement Agreement is
available upon request.


 


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 (and Units)
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.


 


3.2          (a)           Conditions to the Company’s
Obligations.  The Company’s obligation to issue and sell
the Units to the Investor shall be subject to: (a) the receipt by the Company
of the purchase price for the Units being purchased hereunder as set forth on
the Signature Page and (b) 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


 


5

















 


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)           Delivery by Electronic Book-Entry at The
Depository Trust Company.  If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC, 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 Agent pursuant to the terms
of that certain Escrow Agreement (the “Escrow
Agreement”) dated as of April [     ],
2006, by and among the Company, the Placement Agent and Brown Raysman Millstein
Felder & Steiner LLP (the “Escrow Agent”):


 


THE CITIBANK PRIVATE BANK

666 Fifth Avenue, 5th Floor

New York, NY 10103

ABA # 021-000-089

Account Name: Acusphere, Inc.

Account Number: 76-274024


 


Such funds shall be held in
escrow until the Closing and delivered by the Escrow Agent on behalf of the
Investors to the Company upon the satisfaction, in the sole judgment of the
Placement Agent, of the conditions set forth in Section 3.2(b) hereof.  The Placement Agent 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.


 


Investor shall also furnish
to the Placement Agent a completed W-9 form (or, in the case of an Investor who
is not a United States citizen or resident, a W-8 form).


 


Investor acknowledges that
the Escrow Agent acts as counsel to the Placement Agent, and shall have the
right to continue to represent the Placement Agent, in any action, proceeding,
claim, litigation, dispute, arbitration or negotiation in connection with the
Offering, and Investor hereby consents thereto and waives any objection to the
continued representation of the Placement Agent by the Escrow Agent in
connection therewith based upon the services of the Escrow Agent under the
Escrow Agreement, without waiving any duty or obligation the Escrow Agent may
have to any other person.


 


(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 Cowen & Co., LLC to be
credited with the Shares


 


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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 Shares.


 


(a)           Delivery by Electronic Book-Entry at The
Depository Trust Company.  If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC, 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 Deposit/Withdrawal at
Custodian (“DWAC”) instructing American Stock Transfer & Trust Company, the
Company’s transfer agent, to credit such account or accounts with the Shares by
means of an electronic book-entry delivery. 
Such DWAC shall indicate the settlement date for the deposit of the
Shares, which date shall be provided to the Investor by the Placement
Agent.  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 its 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 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 notify Cowen & Co., LLC of the account or accounts at Cowen &
Co., LLC to be credited with the Shares being purchased by such Investor.  On the Closing Date, the Company shall
deliver the Shares to the Investor directly to the account(s) at Cowen &
Co., LLC identified by Investor and simultaneously therewith payment shall be
made from such account(s) to the Company through DTC.


 


4.             Representations, Warranties and Covenants of the
Investor.


 


4.1          The
Investor represents and warrants to, and covenants with, the Company that (a)
the Investor is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares 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, and has requested, received, reviewed and considered all
information it deemed relevant in making an informed decision to purchase the
Units, (b) the Investor has answered all questions on the Signature Page and
the Investor Questionnaire for use in preparation of the Prospectus Supplement 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) the Investor, in connection with its
decision to purchase the number of Units set forth on the Signature Page, is
relying only upon the Disclosure Package, the documents incorporated by
reference therein and the representations and warranties of the Company
contained herein.


 


4.2          The Investor acknowledges, represents and
agrees that no action has been or will be taken in any jurisdiction outside the
United States by the Company or any Placement Agent that would permit an
offering of the Units, 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.  Each Investor outside the United States will
comply with all applicable laws and regulations in each foreign jurisdiction in
which it purchases, offers, sells or delivers the Securities or has in its
possession or distributes any offering material, in all cases at its own
expense.  The Placement Agent is not
authorized to make and has not made any representation 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          The
Investor further represents and warrants to, and covenants with, the Company
that (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


 


7

















 


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 the indemnification
agreements of the Investors herein may be legally unenforceable.


 


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          Each Investor represents, warrants and agrees
that, since the date on which the Placement Agent first contacted such Investor
about the Offering, it has not engaged in any transactions in the securities of
the Company (including, without limitation, any Short Sales involving the
Company’s securities).  Each Investor
covenants that it will not engage in any transactions in the securities of the
Company (including Short Sales), except for transactions entered into on behalf
of the Investor by third-party managers exercising investment discretion on
behalf of the Investor, 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.  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.


 


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:


 


Acusphere,
Inc.


500
Arsenal Street


Watertown,
MA 02472


Attention:
John F. Thero


Facsimile:
(617) 926-3605


 


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with
copies to:


 


Goodwin
Procter, LLP


53
State Street


Boston,
MA 02109


Attention:
Lawrence S. Wittenberg, Esq.


Facsimile: (617) 523-1231


 


(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.


 


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.


 


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, 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 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 Agent pursuant to the terms thereof, this Agreement
shall terminate without any further action on the part of the parties hereto.


 


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EXHIBIT A


 


ACUSPHERE, 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: