Exhibit
10.42


 


STOCK PURCHASE AGREEMENT


 


This agreement
is dated January 19, 2005 between                     
(“Purchaser”), and AVI BioPharma,
Inc., a corporation incorporated in the State of Oregon (the “Company”), whereby the parties agree as
follows:


 


The Purchaser shall buy and the Company
agrees to sell                     
shares (“Shares”) of the Company’s
Common Stock (the “Common Stock”)
at a price of $3.00 per share for a total amount of $                    .  The Purchaser shall also receive a warrant,
in the form of Exhibit A attached hereto, to purchase up to a number of
shares equal to 20% of the Shares (or                     
Warrant Shares), an exercise price equal to $5.00 and a term of exercise equal
to four years, with the initial exercise date being six months from the date of
purchase (the “Warrant”).  The Shares, the Warrant and the Warrant
Shares (collectively, the “Securities”)
have been registered on a registration statement on Form S-3, File No.
333-109015 (the “Registration Statement”),
which has been declared effective by the Securities and Exchange Commission,
and remains effective as of the date hereof. 
A final Prospectus Supplement will be delivered promptly after funding.
The Shares, Warrant and Warrant Shares are free of restrictive legends and are
free of any resale restrictions.


 


The Purchaser represents and warrants to the
Company:


 


(a)  The Purchaser is a corporation or other legal
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction set forth on the signature pages attached hereto.


 


(b)  The Purchaser has the requisite corporate (or
other entity) power and authority to enter into and perform this Agreement and
to purchase the Shares in accordance with the terms hereof.


 


(c)  In making its investment decision in this
offering, the Purchaser and its advisors, if any, have relied solely on the
Company’s public filings as filed with the Securities and Exchange Commission.


 


(d)  The Purchaser is purchasing the Shares and
Warrant for its own account as principal, and not with a view towards
distribution of such securities.


 


(e)  The Purchaser is not a registered
broker-dealer.


 





















 


The Purchaser shall wire the purchase amount
to the Company to the account set forth below.


 


Company Wire Transfer
Instructions:


 


AVI BioPharma, Inc.


4575 SW Research Way, Suite 200


Corvallis, OR 97333


Account # 153591259962


US Bank


1607 Main Street


Vancouver, WA 98660-2975


US Bank contact:  Erik Bjorvik (503) 275-5879


Transmit No. 125000105


Reference: 
[FUND NAME]


 


The Company shall cause its transfer agent to
transmit the Shares electronically to the Purchaser by crediting the account
set forth below through the Deposit Withdrawal Agent Commission (“DWAC”) system and shall deliver the Warrant
to the Purchaser within 3 business days of receipt of the funds.  The Purchaser’s DWAC instructions are set
forth on the signature pages hereto.


 


The Company hereby makes the following
representations and warranties, agreements and covenants to and with the
Purchaser:


 


(a)                                  Authorization;
Enforcement; No Conflicts.  The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder.  The execution and delivery of each of the
Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company and no further consent or action is
required by the Company, its Board of Directors or its stockholders.  Each of the Transaction Documents has been
(or upon delivery will be) duly executed by the Company and is, or when
delivered in accordance with the terms hereof, will constitute, the valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms.  The execution, delivery
and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby
do not and will not: (i) conflict with or violate any provision of the Company’s
or any subsidiary’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, or (ii) subject to obtaining the Required
Approvals (as defined below), conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or


 





















 


cancellation
(with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company or subsidiary debt or
otherwise) or other understanding to which the Company or any subsidiary is a
party or by which any property or asset of the Company or any subsidiary is
bound or affected, or (iii) result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a subsidiary is subject
(including federal and state securities laws and regulations), or by which any
property or asset of the Company or a subsidiary is bound or affected; except
in the case of each of clauses (ii) and (iii), such as could not, individually
or in the aggregate: (i) adversely affect the legality, validity or
enforceability of this Agreement, the Warrant, and any other documents or
agreements executed in connection with the transactions contemplated hereunder
(the “Transaction Documents”),
(ii) have or result in a material adverse effect on the results of operations,
assets, business or financial condition of the Company and the subsidiaries,
taken as a whole, or (iii) adversely impair the Company’s ability to perform
fully on a timely basis its obligations under any of the Transaction Documents
(any of (i), (ii) or (iii), a “Material
Adverse Effect”).


 


(b)                                 Filings,
Consents and Approvals; Issuance of Securities.  Neither the Company nor any subsidiary is
required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person in connection with
the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) the filings of a Form 8-K disclosing the transaction
contemplated hereby, (ii) the filing with the SEC of the prospectus supplement
required by the Registration Statement pursuant to Rule 424(b) under the
Securities Act of 1933 Act, as amended (the “1933
Act”) (the “Prospectus Supplement”)
supplementing the base prospectus forming part of the Registration Statement
(the “Prospectus”), (iii) the
application(s) to The Nasdaq National Market (the “Principal Market”) for the listing of the Purchased Shares and
the Warrant Shares for trading thereon in the time and manner required thereby,
and (iv) applicable Blue Sky filings (collectively, the “Required Approvals”).  “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.  The Securities are duly
authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens. 
The Company has reserved from its duly authorized capital stock a
sufficient number of Warrant Shares to enable it to comply with its exercise
obligations under the Warrants.  The
issuance by the Company of the Securities has been registered under the 1933
Act and all of the Securities are freely transferable and tradable by the
Purchaser without restriction.  The
Shares and Warrants are being issued pursuant to the Registration Statement and
the issuance of the Shares, the Warrants and the Warrant Shares has been
registered by the Company under the 1933 Act. 
The Registration Statement is


 





















 


effective and available for the issuance of
the Securities thereunder and the Company has not received any notice that the
SEC has issued or intends to issue a stop-order with respect to the
Registration Statement or that the SEC otherwise has suspended or withdrawn the
effectiveness of the Registration Statement, either temporarily or permanently,
or intends or has threatened in writing to do so.  The “Plan of Distribution” section under
the Registration Statement permits the issuance and sale of the Securities
hereunder and under the Warrants.  Upon
receipt of the Securities, the Purchaser will have good and marketable title to
such Securities and the Shares and, upon exercise of the Warrants,
the Warrant Shares will be freely tradable on the Principal Market.  Neither the Company, nor any of its
Affiliates, nor any Person acting on its or their behalf has, directly or
indirectly, made any offers or sales of any security or solicited any offers to
buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of any exchange or automated quotation system
on which any of the securities of the Company are listed or designated, nor
will the Company or any of its subsidiaries take any action or steps that would
cause the offering of the Securities to be integrated with other offerings.  Except as disclosed in the SEC Reports, the
Company has not, in the 12 months preceding the date hereof, received notice
from the Principal Market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of the Principal Market.  The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with
all such listing and maintenance requirements. 
The issuance and sale of the Securities hereunder does not contravene
the rules and regulations of the Principal Market and no stockholder approval
is required for the Company to fulfill its obligations under the Transaction
Documents.  The Common Stock is currently
listed on the Principal Market.


 


(c)                                  SEC
Reports; Financial Statements.  The
Company has filed all reports required to be filed by it under the 1933 Act and
the Securities Exchange Act of 1934, as amended (the “1934 Act”), including pursuant to Section 13(a)
or 15(d) thereof, for the two (2) years preceding the date hereof (the
foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC
Reports prior to the expiration of any such extension.  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the 1933 Act and the
1934 Act and the rules and regulations of the SEC promulgated thereunder, and
none of the SEC Reports, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  The Registration Statement and any prospectus
included therein, including the Prospectus and the Prospectus Supplement,
complied in all material respects with the requirements of the 1933 Act and the
1934 Act and the rules and regulations


 





















 


of the SEC
promulgated thereunder, and none of such Registration Statement or any such
prospectus, including the Prospectus and the Prospectus Supplement, contain or
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the case of any prospectus in the light of the
circumstances under which they were made, not misleading.  To the Company’s knowledge, the Company is in
compliance with the Sarbanes-Oxley Act of 2002, and the rules and regulations
promulgated thereunder by all government and regulatory authorities and
agencies.  The financial statements of
the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC
with respect thereto as in effect at the time of filing.  Such financial statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto, and fairly present in all material respects
the financial position of the Company and its consolidated subsidiaries as of
and for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 


(d)                                 Material
Changes.  Since the date of the
latest audited financial statements included within the SEC Reports, except as
specifically disclosed in the SEC Reports: (i) there has been no event,
occurrence or development that, individually or in the aggregate, has had or
that could result in a Material Adverse Effect, (ii) the Company has not
incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or required to be
disclosed in filings made with the SEC, (iii) the Company has not altered its
method of accounting or the identity of its auditors, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock, and (v) the Company has not issued any
equity securities to any officer, director or Affiliate, except pursuant to
existing Company stock option and purchase plans.  “Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 144.  “Rule 144”
means Rule 144 promulgated by the SEC pursuant to the 1933 Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such Rule.


 


(e)                                  Disclosure.  The Company confirms that neither it nor any
other Person acting on its behalf has provided the Purchaser or its agents or
counsel with any information that the Company believes constitutes, nonpublic
information.  The Company understands and
confirms that the Purchaser will rely on the foregoing representations in
effecting transactions in securities of the


 


 


 





















 


Company. 
All disclosure provided to the Purchaser regarding the Company, its
business and the transactions contemplated hereby, furnished by or on behalf of
the Company are true and correct and do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading.


 


(f)                                    Disclosure
of Transactions and Other Material Information.  The Company shall, on or before 6.00 pm ET,
New York City Time, on January 19, 2005, issue a press release reasonably
acceptable to the Purchaser disclosing all material terms of the transactions
contemplated hereby and complying with applicable Commission rules.  On or before 8:30 a.m., New York City Time,
on the first business day
following the execution and delivery of this Agreement, the Company shall file
a Current Report on Form 8-K describing the terms of the transactions
contemplated by the Transaction Documents in the form required by the 1934 Act,
and attaching the form of this Agreement and the Warrant as exhibits to such
filing (including all attachments, the “8-K
Filing”).  The Company shall
not, and shall cause each of its subsidiaries and each of their respective
officers, directors, employees and agents, not to, provide the Purchaser with
any material, nonpublic information regarding the Company or any of its
subsidiaries from and after the filing of the press release referred to in the
first sentence of this Section without the express written consent of the
Purchaser.  Subject to the foregoing,
neither the Company nor the Purchaser shall issue any press releases or any
other public statements with respect to the transactions contemplated hereby
nor shall the Company disclose the name of the Purchaser in any filing,
announcement, release or otherwise without the Purchaser’s consent; provided,
however, that the Company shall be entitled, without the prior approval
of the Purchaser, to make any press release or other public disclosure with
respect to such transactions (i) in substantial conformity with the 8-K Filing
and contemporaneously therewith and (ii) as is required by applicable law and
regulations, including the applicable rules and regulations of the Principal
Market (provided that in the case of clause (i) the Purchaser shall be
consulted by the Company in connection with any such press release or other
public disclosure prior to its release).


 


(g)                                 Additional
Issuances of Securities.  From the
date hereof through March 31, 2005, the Company will not, directly or
indirectly, except pursuant to its existing employee and director stock and
stock option plans (provided that the Company shall not permit during such
period the establishment of any Rule 10b5-1 plan), and the existing direct
stock purchase plan, offer, sell, grant any option to purchase, or otherwise
dispose of (or announce any offer, sale, grant or any option to purchase or
other disposition of) any of its or its subsidiaries’ equity or equity
equivalent securities, including without limitation any debt, preferred stock
or other instrument or security that is, at any time during its life and under
any circumstances, convertible into or exchangeable or exercisable for shares
of Common Stock or Options or Convertible Securities.  “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common
Stock


 





















 


or Convertible Securities.  “Convertible
Securities” means any stock or securities (other than Options)
convertible into or exercisable or exchangeable for shares of Common Stock.


 


Governing Law;
Jurisdiction; Jury Trial.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. 
Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the State of New York for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by
law.  EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


Counterparts.  This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original,
not a facsimile signature.


 


Entire
Agreement; Amendments.  This Agreement supersedes all other prior
oral or written agreements between the Purchaser, the Company, their affiliates
and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither
the Company nor any Purchaser makes any representation, warranty, covenant or
undertaking with respect to such matters. 
No provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the Purchaser.  No provision hereof may be waived other than
by an instrument in writing signed by the party against whom enforcement is
sought.


 


Notices.  Any notices, consents, waivers or other
communications required or permitted to be given under the terms of this
Agreement must be in writing and will be


 





















 


deemed to have been delivered: 
(i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with an overnight courier service, in each case
properly addressed to the party to receive the same.  The addresses and facsimile numbers for such
communications shall be:


 


If to the Company:


 


AVI BioPharma, Inc.


One SW Columbia Street


Suite 1105


Portland, Oregon 97258


Phone: (503) 227-0554


Fax: (503) 227-0751


Attention: Alan P.
Timmins, President


 


With a copy to:


 


Michael C. Phillips


Davis Wright Tremaine
LLP


1300 SW 5th Avenue


24th Floor


Portland OR 97201


Tel: (503) 778-5214


Fax: (503) 778-5299


 


If to the Purchaser,
to its address and facsimile number set forth on the signature page


 


With a copy to:


 


Ele Klein, Esq.


Schulte Roth &
Zabel LLP


919 Third Avenue


New York, NY 10022


Tel: (212) 756-2000


Fax: (212) 593-5955


 


or to such other address and/or facsimile number and/or to the
attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of
such change.  Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s
facsimile machine containing the time, date, recipient facsimile number and an
image of the first page of such transmission or (C) provided by an overnight
courier service shall be rebuttable evidence of personal


 





















 


service, receipt by facsimile or receipt from an overnight courier service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


Successors and
Assigns. 
The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Purchaser, including by
merger or consolidation.  The Purchaser
shall not assign this Agreement or any rights or obligations hereunder without
the prior written consent of the Company.


 


No Third Party Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.


 


Survival.  The representations, warranties, agreements
and covenants of the Company and the Purchaser contained herein shall survive
the delivery and exercise of Securities, as applicable.


 


Further
Assurances. 
Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 


Indemnification.


 


(a)  In consideration of the Purchaser’s execution
and delivery of the Transaction Documents and acquiring the Securities
thereunder and in addition to all of the Company’s other obligations under the
Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless the Purchaser and each of its partners, members, officers, directors,
employees and direct or indirect investors and any of the foregoing Persons’
agents or other representatives (including, without limitation, those retained
in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses,
costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action
for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (i) any misrepresentation or breach of any
representation or warranty made by the Company in the Transaction Documents or
any other certificate, instrument or document contemplated hereby or thereby,
(ii) any breach of any covenant, agreement or obligation of the Company
contained in the Transaction Documents or any other certificate, instrument or
document contemplated hereby or (iii) any cause of action, suit or claim
brought or made against such Indemnitee by a non-governmental third party
(including for these purposes a derivative action brought on behalf of the
Company) and arising out of or resulting from the execution, delivery,
performance or enforcement of


 





















 


the
Transaction Documents other than as a result of the gross negligence or willful
misconduct of the Purchaser.  To the
extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 


(b)                                 Promptly
after receipt by an Indemnitee under this Section of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving an Indemnified Liability, such Indemnitee shall, if a
claim for indemnification in respect thereof is to be made against any
indemnifying party under this Section, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel at its own expense.  The Indemnitee shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or Indemnified Liabilities by the indemnifying party and shall furnish
to the indemnifying party all information reasonably available to the
Indemnitee that relates to such action or Indemnified Liabilities.  The indemnifying party shall keep the
Indemnitee fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. 
No indemnifying party shall be liable for any settlement of any action,
claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. 
No indemnifying party shall, without the prior written consent of the
Indemnitee, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnitee of a release from all liability
in respect to such Indemnified Liabilities or litigation.  Following indemnification as provided for
hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnitee with respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnitee under this Section, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.


 


(c)                                  The
indemnification required by this Section shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Liabilities are incurred.


 





















 


(d)                                 The
indemnity agreements contained herein shall be in addition to (a) any cause of
action or similar right of the Indemnitee against the indemnifying party or
others, and (b) any liabilities the indemnifying party may be subject to
pursuant to the law.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.


 


 


	
   

  	
  AVI BIOPHARMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Name of Purchaser:

  	
   

  	
   

  
	
  Signature of Authorized Signatory of
  Purchaser:

  	
   

  	
   

  
	
  Name of Authorized Signatory:

  	
   

  	
   

  
	
  Title of Authorized Signatory:

  	
   

  	
   

  
	
  Email Address of Purchaser:

  	
   

  	
   

  
	
  Place of Incorporation of Purchaser:

  	
   

  	
   

  
	
   

  
	
  Address for Notice of Purchaser:

  
	
   

  
	
   

  
	
  Purchaser DWAC Instructions: