Exhibit 4.5


 


 


THIS WARRANT AND THE SHARES
OF COMMON STOCK ISSUED UPON ITS


EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON


TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT


 











 


	Warrant No. 	Number of Shares:               
	 	(subject to adjustment)
	Date of Issuance: August 16, 2004	 


 


Original Issue Date (as defined in subsection 2(a)): May 4,2004


 


INTERCEPT PHARMACEUTICALS, INC.


 


Common Stock Purchase Warrant ("Class
A")


 


(Void after October 27, 2013)


 


INTERCEPT PHARMACEUTICALS, INC., a Delaware
corporation (the "Company"), for value received, hereby certifies that              , or his registered assigns (the
"Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company,
at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) of October 27,
2013,               shares of the Company's common stock, par value
$0.001 per share, of the Company ("Common Stock"), at a purchase
price of $0.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each
as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares"
and the "Purchase Price," respectively.


 


		1.	Exercise.



 


(a)          Exercise
for Cash. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time
or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed
by or on behalf  of the Registered Holder, at the principal office of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United
States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.


 


		(b)	Cashless Exercise.



 


(i)            
The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time
to time, on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly
executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency
as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of
the number of Warrant Shares purchased upon such exercise. In the event of an exercise
pursuant to this subsection 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according
to the following formula:


 



    	



    	 



    

 


X = Y(A-B) 


A


 


		Where:   X	  =         the
number of Warrant Shares that shall be issued to the Registered Holder;
	 	 	 



		Y  = 	the
number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued
to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of
the Purchase Price);



 


		A =  	the
                                                                                                                                    Fair
                                                                                                                                    Market
                                                                                                                                    Value
                                                                                                                                    (as
                                                                                                                                    defined
                                                                                                                                    below)
                                                                                                                                    of
                                                                                                                                    one
                                                                                                                                    share
                                                                                                                                    of
                                                                                                                                    Common Stock;
                                                                                                                                    and






 


		B =           	the
Purchase Price then in effect.



 


(ii)       The
Fair Market Value per share of Common Stock shall be determined as follows:


 


 (1)             If the Common Stock is listed on
a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date,
the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per
share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price
is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (2)).


 


 (2)             If the Common Stock is not listed
on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of
Directors of the Company (the "Board") to represent the fair market value per share of the Common Stock; and, upon request
of the Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event
not later than five (5) business days after such request, notify the Registered Holder of the Fair Market Value per share of Common
Stock and furnish the Registered Holder with reasonable documentation of the Board's determination of such Fair Market Value. Notwithstanding
the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A)
the Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair
Market Value per share of the Common Stock within ten (10) business days of a request by the Registered Holder that it do so, and
(B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made and notice
thereof is provided to the Registered Holder. If the Registered Holder disagrees with the Board's determination, the Board and
the Registered Holder shall each obtain an independent valuation and the Fair Market Value shall be the average of both valuations.


 



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(c)             Exercise Date. Each exercise
of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the “Exercise Date”). At such
time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as
provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented
by such certificates.


 


(d)             Issuance of Certificates.
As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within 10 days thereafter, the
Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered
Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct:


 


  (i)             a
certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and


 


  (ii)             in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price).


 


		2.	Adjustments.



 


(a)             Adjustment for Stock Splits and
Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (or,
if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which
such original warrant was first issued) (either such date being referred to as the “Original Issue Date”) effect a subdivision
of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately
decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of
Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment
under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.


 


(b)            
Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after
the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a
record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect
by a fraction:


 



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(1)            
the numerator of which shall be
the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of
business on such record date, and


 


(2)            
the denominator of which shall
be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;


 


provided, however, that if such record date shall
have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase
Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.


 


(c)            
Adjustment in Number of Warrant
Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of
Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the
Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.


 


(d)            
Adjustments for Other Dividends
and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue,
or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable
in securities of the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends
paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each
such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number
of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company, cash or other property which the
Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered
Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities
receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect
to the rights of the Registered Holder.


 


(e)            
Adjustment for Reorganization. If there shall occur any capital reorganization, recapitalization, reclassification,
consolidation, merger or other similar change involving the Company in which the Common Stock is converted into or exchanged for
securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”),
then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities,
cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such
exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good
faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests
thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect
to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.


 









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(f)            
Issuance
of Additional Shares of Common Stock.


 


(1)            
If at any time the Company shall
issue or sell any shares of Common Stock in exchange for consideration in an amount per share of Common Stock less than the Purchase
Price pursuant to a merger, asset acquisition or other business combination involving the Company whereby a third party obtains
at least a majority equity interest in, or ownership of all or substantially all of the assets of, the Company, then the Purchase
Price shall be adjusted so that it shall equal the price at which the Common Stock was issued or the assets were sold.


 


(2)            
The provisions of paragraph (1)
of this Section 2(f) shall not apply to any issuance of shares of Common Stock for which an adjustment is provided under Sections
2(a) - 2(e).


 


(g)            
Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Purchase Price pursuant to this Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 15 days thereafter, compute such adjustment or readjustment
in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment
(including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the
Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as
promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later
than 15 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase
Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash
or property which then would be received upon the exercise of this Warrant.


 


3.            
Fractional Shares. The Company
shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall pay the value thereof to the
Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to subsection
l (b)(ii) above.


 


4.            
Investment Representations.
The initial Registered Holder represents and warrants to the Company as follows:


 


 (a)            
 Investment. It is acquiring
the Warrant, and (if and when it exercises this Warrant) it will acquire the Warrant Shares, for its own account for investment
and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing
or selling the same; and the Registered Holder has no present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof.


 



    	- 5 -



    	 



    

 


 (b)           Accredited Investor. The
Registered Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended
(the “Act”).


 


 (c)           Experience. The Registered
Holder has made such inquiry concerning the Company and its business and personnel as it has deemed appropriate; and the Registered
Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of
its investment in the Company.


 


		5.	Transfers, etc.



 


 (a)           This
Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under
the Act, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the
foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity
to a wholly owned subsidiary of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership
or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered
Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate
of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms
of this Section 5, or (ii) a transfer made in accordance with Rule 144 under the Act.


 


 (b)          Each certificate representing Warrant
Shares shall bear a legend substantially in the following form:


 


 “The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred,   pledged
or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company
is obtained to the effect that such registration is not required.”


 


The foregoing legend shall be removed from
the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for
resale pursuant to Rule 144(k) under the Act.


 


(c)         
Registration
Rights.


 


(1)            
When the Company files a registration statement to register its initial public offering (“IPO”) of securities under the
Act with the Securities and Exchange Commission (the “SEC”), the Company will within 90 days of the IPO file a registration
statement to register the shares of Common Stock underlying this Warrant. The Company shall secure the listing of the shares of
Common Stock underlying this Warrant upon each national securities exchange or automated quotation system upon which shares of
Common Stock are then listed (subject to official notice of issuance) and shall maintain such listing of shares of Common Stock
issued under the terms of the Warrant. The Company shall at all times comply in all respects with the Company's reporting, filing
and other obligations under the by-laws or rules of the national securities exchange or market on which the Common Stock may then
be listed, as applicable.


 









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(2)            
 The Company will prepare and file
with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective until the sale of the securities registered thereunder, and shall
comply with the provisions of the Act with respect to the disposition of all securities owned by the Registered Holder that are
covered by such registration statement during such period in accordance with the intended methods of disposition by the Registered
Holder. The Company at its own expense will furnish to the Registered Holder such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus)
and such other documents as the Registered Holder may request in order to facilitate the disposition of the shares owned by the
Registered Holder. The Company, however, shall have no obligation to register any securities that are eligible for sale in accordance
with Rule 144(k) under the Act (or any successor provision).


 


(d)           The Company will maintain a register
containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown
on the warrant register by written notice to the Company requesting such change.


 


(e)           Subject to the provisions of Section
5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly
executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or
agency has been designated by the Company for such purpose, then at such other office or agency).


 


6.            No
Impairment. The Company will not, by amendment of its charter or through any reorganization, 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 of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.


 


7.           Notices
of Record Date, etc. In the event:


 


(a)           the Company shall take a record
of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for
the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for
or purchase any shares of stock of any class or any other securities, or to receive any other right; or


 


(b)           of any capital reorganization of
the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted
into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company;
or


 



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(c)             
of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,


 


then, and in each such case, the Company will send or cause
to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution
or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, 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 such other stock or securities at the time deliverable upon
the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event
specified in such notice.


 


8.           Reservation
of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise
of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be
issuable upon the exercise of this Warrant.


 


		9.	Exchange or Replacement of Warrants.



 


(a)            
Upon the surrender by the Registered
Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of
Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company's expense, a new Warrant or Warrants
of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or
other securities, cash and/or property) then issuable upon exercise of this Warrant.


 


(b)            
Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction)
upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company,
or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.


 


10.        Notices.
All notices and other communications from the Company to the Registered Holder in connection herewith shall be mailed
by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing
next business day delivery, to the address last furnished to the Company in writing by the Registered Holder. All notices
and other communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business
day delivery, to the Company at its principal office set forth below. If the Company should at any time change the location
of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered
Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall
be as so specified in such notice. All such notices and communications shall be deemed delivered (i) two business days after
being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being
sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.


 









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11.            
No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any
rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a
split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted
as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered
Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder
shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired
upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date
for such stock dividend.


 


12.            
Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the
party against which enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this Warrant,
in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition
or provision.


 


13.            
Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify,
amend, limit or restrict the contractual obligations of the parties.


 


14.            
Governing Law. This Warrant will be governed by and construed in accordance with the laws of the State of New York.


 


15.            
Facsimile Signatures. This Warrant may be executed by facsimile signature.





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EXECUTED as of the Date of Issuance
indicated above.


 


	 	INTERCEPT PHARMACEUTICALS, INC.
	 	 	 	 
	 	By	
	 	 	Name:	Mark Pruzanski, M.A., M.D.
	 	 	Title:	President & Chief Executive Officer
	 	 	 	 
	 	 	Address:	Intercept Pharmaceuticals, Inc.
	 	 	 	421 Hudson Street, Suite 212
	 	 	 	New York, New York 10014


  












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EXHIBIT I


 


PURCHASE FORM


 


	To:
    Intercept Pharmaceuticals, Inc.	Dated:	 	 


 


The undersigned, pursuant to the provisions
set forth in the attached Warrant (No. ___), hereby elects to purchase (check applicable box):


 


		£	______________ shares of the Common Stock of Intercept
Pharmaceuticals, Inc. covered by such Warrant; or



 


		£	the maximum number of shares of Common Stock covered
by such Warrant pursuant to the cashless exercise procedure set forth in subsection 1(b).



 


 The undersigned herewith makes payment
of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form of
(check applicable box or boxes):


 


		£	$_________ in lawful money of the United States; and/or



 


		£	the cancellation of such portion of the attached Warrant
as is exercisable for a total of _________________ Warrant Shares (using a Fair Market Value of $ ___________per
share for purposes of this calculation); and/or



 


		£	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 1(b).



 


	 	Signature:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 



 









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EXHIBIT II


 


ASSIGNMENT FORM


 


FOR
VALUE RECEIVED, ______________________________hereby sells, assigns and transfers all of the rights of the undersigned
under the attached Warrant (No.________ ) with respect to the number of shares of Common Stock of Intercept Pharmaceuticals,
Inc. covered thereby set forth below, unto:


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Dated:	 	 	Signature:	 	 
	 	 	 	 	 	 



	Signature Guaranteed:	 	 	 	 	 



	 	 	 	 	 	 
	By:	 	 	 	 	 


 


 



The signature should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.


 









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