exv10w1






Exhibit 10.1




FORM OF SUBSCRIPTION AGREEMENT




Athersys, Inc.

3201 Carnegie Avenue

Cleveland, Ohio 44115-2634



Gentlemen:



The undersigned (the “Investor”) hereby confirms its agreement with Athersys, Inc., a Delaware
corporation (the “Company”), as follows:




     1. This Subscription Agreement, including the Terms and Conditions for Purchase of Securities
attached hereto as Annex I (collectively, this “Agreement”), is made as of the date set forth below
between the Company and the Investor.



     2. The Company has authorized the sale and issuance to certain investors of up to an aggregate
of (i) 4,366,667 shares (each a “Share,” collectively, the “Shares”) of its common stock, $0.001
par value per share (the “Common Stock”), and (ii) warrants (each, a “Warrant,” collectively, the
“Warrants”) to purchase an aggregate of 1,310,000 shares of Common Stock, with each Warrant
representing the right to purchase 0.3 of a share of Common Stock (the frational amount being
the “Warrant Ratio”), in substantially the form attached hereto as Exhibit A, for a
purchase price of $3.00 per Share (the “Purchase Price”). The shares of Common Stock issuable
upon exercise of the Warrants are referred to herein as the “Warrant Shares” and, together with the
Shares and the Warrants, are referred to herein as the “Securities”).



     3. The offering and sale of the Securities (the “Offering”) are being made pursuant to (a) an
effective Registration Statement on Form S-3, Registration No. 333-164336 (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”),
including the prospectus contained therein (the “Base Prospectus”), (b) if applicable, certain
“free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933,
as amended (the “Securities Act”)), that have been or will be filed with the Commission and
delivered to the Investor on or prior to the date hereof (the “Issuer Free Writing Prospectus”),
containing certain supplemental information regarding the Securities, the terms of the Offering and
the Company, and (c) a Prospectus Supplement (the “Prospectus Supplement” and together with the
Base Prospectus, the “Prospectus”) containing certain supplemental information regarding the
Securities, the terms of the Offering and the Company that has been or will be filed with the
Commission and delivered to the Investor (or made available to the Investor by the filing by the
Company of an electronic version thereof with the Commission).



     4. The Company and the Investor agree that the Investor will purchase from the Company and the
Company will issue and sell to the Investor the Shares and Warrants set forth below for the
aggregate purchase price set forth below. The Shares and Warrants shall be purchased pursuant to
the Terms and Conditions for Purchase of Securities 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 any of the Placement Agents (as



 









 




defined below) named in
the Prospectus Supplement and that there is no minimum offering amount.




     5. The manner of settlement of the Shares purchased by the Investor shall be determined by
such Investor as follows (check one):




			
	[    ]	 	A. Delivery by crediting the account of the Investor’s prime broker (as
specified by such Investor on Exhibit A annexed hereto) with the Depository Trust Company
(“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime
broker shall initiate a DWAC transaction on the Closing Date using its DTC participant
identification number, and released by Computershare Investor Services, the Company’s transfer
agent (the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY
AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:






	 	(I)	 	DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE
CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE
TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND
	 
	 	(II)	 	REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE
PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
ACCOUNT:






	 	 	 	[Insert Bank Information]






	 	 	—OR—






			
	[    ]	 	B. Delivery versus payment (“DVP”) through
DTC (i.e., on the Closing Date, the
Company shall issue Shares registered in
the Investor’s name and address as set
forth below and released by the Transfer
Agent directly to the account(s) at either
William Blair & Company, L.L.C. (“William
Blair”) or at First Analysis Securities
Corporation (“First Analysis” and together
with William Blair, the “Placement
Agents”) identified by the Investor; upon
receipt of such Shares, the respective
Placement Agent shall promptly
electronically deliver such Shares to the
Investor, and simultaneously therewith
payment shall be made by the respective
Placement Agent by wire transfer to the
Company). NO LATER THAN ONE (1) BUSINESS
DAY AFTER THE EXECUTION OF THIS AGREEMENT
BY THE INVESTOR AND THE COMPANY, THE
INVESTOR SHALL:






	 	(I)	 	NOTIFY THE RESPECTIVE PLACEMENT AGENT OF THE ACCOUNT OR ACCOUNTS AT
THE RESPECTIVE PLACEMENT AGENT TO BE CREDITED WITH THE SHARES BEING PURCHASED
BY SUCH INVESTOR, AND




 









 






	 	(II)	 	CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT THE RESPECTIVE PLACEMENT
AGENT TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A
MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES 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 SECURITIES 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 Warrants 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 member of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA’s 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, acquired, or obtained the right to acquire, 20%
or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the
voting power of the Company on a post-transaction basis. Exceptions:






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



     8. The Investor represents that it has received (or otherwise had made available to it by the
filing by the Company of an electronic version thereof with the Commission) the Base Prospectus,
which is a part of the Company’s Registration Statement, the documents incorporated by reference
therein and any Issuer Free Writing Prospectus (collectively, the “Disclosure Package”), prior to
or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the
delivery of this Agreement to the Company, the Investor will receive certain additional information
regarding the Offering, including pricing information (the “Offering Information”). Such
information may be provided to the Investor by any means permitted under the Securities Act,
including the Prospectus Supplement, a free writing prospectus and oral communications.



     9. No offer by the Investor to buy Securities will be accepted and no part of the Purchase
Price will be delivered to the Company until the Investor has received the Offering Information and
the Company has accepted such offer by countersigning a copy of this



 









 




Agreement, and any such offer
may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the
Company (or the Placement Agents on behalf of the Company) sending (orally, in writing or by
electronic mail) notice of its acceptance of such offer. An indication of interest will involve no
obligation or commitment of any kind until the Investor has been delivered the Offering Information
and this Agreement is accepted and countersigned by or on behalf of the Company.





 









 







Number of
Shares:                                         



Aggregate Purchase Price: $                                        



Number of
Warrant Shares:                                         




     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: January 27, 2011
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	INVESTOR
	 
	 	 
	 

	 	By: 

	 

	 	Print Name:

	 

	 	Title:

	 

	 	Address:

	 
	 

	 	 





Agreed and Accepted

this 27th day of January 2011:




	 	 	 	 	 

	ATHERSYS, INC.
 

	 	 
	By:
	 	 	 	 
	 

	 	Title:
	 	 







 











 





ANNEX I




TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES



     1. Authorization and Sale of the Securities. Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Securities.



     2. Agreement to Sell and Purchase the Securities; Placement Agents.



          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 Shares and Warrants set forth on the last page of the Agreement to which
these Terms and Conditions for Purchase of Securities 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
Securities 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 has agreed to pay the Placement Agents a
fee (the “Placement Fee”) and certain expenses in respect of the sale of Securities to the
Investor.




          2.4 The Company has entered into a Placement Agency Agreement, dated the date hereof
(the “Placement Agreement”), with the Placement Agents that contains certain representations,
warranties, covenants and agreements of the Company that may be relied upon by the Investor, which
shall be a third party beneficiary thereof. Except with respect to the material terms and
conditions of the transactions contemplated by this Agreement, the Placement Agreement and any
other documents or agreements contemplated hereby or thereby, the Company confirms that neither it
nor any other person acting on its behalf has provided the Investor or any Other Investor or its
respective agents or counsel with any information that constitutes or could reasonably be expected
to constitute material, non-public information. The Company understands and confirms that the
Investor will rely on the foregoing representations in effecting transactions in securities of the
Company.




     3. Closings and Delivery of the Securities and Funds.



          3.1 Closing. The completion of the purchase and sale of the Securities (the
“Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company and
the Placement Agents (such Closing Date to be the third business day following the date of this
fully signed Agreement), and of which the Investors will be notified in advance by the Placement
Agents, in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). At the Closing, (a) the Company shall cause the Transfer Agent to
deliver to the Investor the number of Shares set forth on the Signature Page registered in the name
of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit
B, 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 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 Securities
being purchased by the Investor will be delivered by or on behalf of the Investor to the Company.




          3.2 Conditions to the Obligations of the Parties.





     (a) Conditions to the Company’s Obligations. The Company’s obligation to issue
and sell the Securities to the Investor shall be subject to: (i) the receipt by the Company
of the purchase price for the Securities being purchased hereunder as set forth on the
Signature Page and (ii) the accuracy of the representations and warranties made by the
Investor in this Agreement and the fulfillment of those undertakings of the Investor in this
Agreement to be fulfilled prior to the Closing Date.




     (b) Conditions to the Investor’s Obligations. The Investor’s obligation to
purchase the Securities will be subject to (i) the accuracy of the representations and
warranties made by the Company in this Agreement 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 (ii) that the Placement Agent shall not
have: (x) terminated the Placement Agreement pursuant to the terms thereof or (y)
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 Securities that they have agreed to purchase from the
Company. The Investor understands and agrees that, in the event that the Placement Agents
in their sole discretion determine that the conditions to closing in the Placement Agreement
have not been satisfied or if the Placement Agreement may be terminated for any other reason
permitted by such Placement Agreement, then the Placement Agent may, but shall not be
obligated to, terminate such Agreement, which shall have the effect of terminating this
Subscription Agreement pursuant to Section 14 below.



          3.3 Delivery of Funds.





     (a) DWAC Delivery. If the Investor elects to settle the Shares purchased by
such Investor through DTC’s Deposit/Withdrawal at Custodian (“DWAC”) delivery system, no
later than one (1) business day after the execution of this Agreement by the Investor and
the Company, the Investor shall remit by wire transfer the amount of funds equal to the
aggregate purchase price for the Securities being purchased by the Investor to the following
account designated by the Company:




[Insert Bank Information]




     (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
the respective Placement Agent to be credited with the Securities



 









 






being purchased by the Investor have a minimum balance equal to the aggregate purchase
price for the Securities being purchased by the Investor.



          3.4 Delivery of Shares.




               (a) DWAC Delivery. If the Investor elects to settle the Shares purchased by such
Investor through DTC’s DWAC delivery system, no later than one (1) business day after the
execution of this Agreement by the Investor and the Company, the Investor shall direct the
broker-dealer at which the account or accounts to be credited with the Shares being purchased by
such Investor are maintained, which broker/dealer shall be a DTC participant, to set up a DWAC
instructing the Transfer Agent to credit such account or accounts with the Shares. Such DWAC
instruction shall indicate the settlement date for the deposit of the Shares, which date shall be
provided to the Investor by the Placement Agents. At Closing, the Company shall direct the
Transfer Agent to credit the Investor’s account or accounts with the Shares pursuant to the
information contained in the DWAC.



               (b) Delivery Versus Payment through The Depository Trust Company. If the Investor
elects to settle the 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 the respective Placement Agent of the account or
accounts at the Placement Agent to be credited with the Shares being purchased by such Investor.
On the Closing Date, the Company shall deliver the Shares to the Investor through DTC directly to
the account(s) at the respective Placement Agent identified by Investor and simultaneously
therewith payment shall be made by the respective Placement Agent by wire transfer to the Company.



     4. Representations, Warranties and Covenants of the Investor.



          The Investor acknowledges, represents and warrants to, and agrees with, the Company and the
Placement Agents that:





     4.1 The Investor (a) is knowledgeable, sophisticated and experienced in making,
and is qualified to make decisions with respect to, investments in securities presenting an
investment decision like that involved in the purchase of the Securities, including investments
in securities issued by the Company and investments in comparable companies, (b) has answered
all questions on the Signature Page and the Investor Questionnaire and the answers thereto are
true and correct as of the date hereof and will be true and correct as of the Closing Date and
(c) in connection with its decision to purchase the number of Shares and Warrants set forth on
the Signature Page, has received and is relying only upon the Disclosure Package and the
documents incorporated by reference therein and the Offering Information.




     4.2 (a) No action has been or will be taken in any jurisdiction outside the
United States by the Company or the Placement Agents that would permit an offering of the
Securities, or possession or distribution of offering materials in connection with the issue of
the Securities in any jurisdiction outside the United States where action for that purpose is
required, (b) if the Investor is outside the United States, it will comply with all applicable
laws and



 









 






regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers
Securities or has in its possession or distributes any offering material, in all cases at its
own expense and (c) the Placement Agents are not authorized to make and have not made any
representation, disclosure or use of any information in connection with the issue, placement,
purchase and sale of the Securities, except as set forth or incorporated by reference in the
Base Prospectus, any Issuer Free Writing Prospectus or the Prospectus Supplement.




     4.3 (a) The Investor is either an individual or an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization and has
full right, power, authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement, and (b) this Agreement constitutes a valid and
binding obligation of the Investor enforceable against the Investor in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights
generally and except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law)
and except as to the enforceability of any rights to indemnification or contribution that may be
violative of the public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation). The Investor’s execution, delivery and performance
of this Agreement and the consummation by it of the transactions contemplated hereby do not and
will not (i) conflict with or violate any provision of the Investor’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii) conflict with or
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 Investor is subject (including
federal and state securities laws and regulations), or by which any property or asset of the
Investor is bound or affected.




     4.4 The Investor understands that nothing in this Agreement, the Prospectus, the
Disclosure Package, the Offering Information or any other materials presented to the Investor in
connection with the purchase and sale of the Securities constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment advisors and made such
investigation as it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Securities. The Investor also understands that there is no established
public trading market for the Warrants being offered in the Offering, and that the Company does
not expect such a market to develop. In addition, the Company does not intend to apply for
listing of the Warrants on any securities exchange. The Investor understands that without an
active market, the liquidity of the Warrants will be limited.




     4.5 The Investor will maintain the confidentiality of all information acquired as
a result of the transactions contemplated hereby prior to the public disclosure of that
information by the Company in accordance with Section 13 of this Annex.




     4.6 Since the time at which either Placement Agent first contacted such Investor
about the Offering, the Investor has not disclosed any information regarding the Offering to any
third parties (other than its legal, accounting and other advisors) and has not engaged in any
transactions involving the securities of the Company (including, without limitation, any Short



 









 






Sales (as defined herein) involving the Company’s securities). The Investor covenants that
it will not engage in any transactions involving the securities of the Company (including Short
Sales), in each case prior to the time that the transactions contemplated by this Agreement are
publicly disclosed. The Investor agrees that it will not use any of the Securities 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-U.S. broker
dealers or foreign regulated brokers.



     5. Survival of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agents,
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 Shares and
Warrants being purchased and the payment therefor. The Placement Agents shall be third party
beneficiaries with respect to the representations, warranties and agreements of the Investor in
Section 4 hereof.



     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 electronic confirmation of
receipt and will be delivered and addressed as follows:




	 	(a)	 	if to the Company, to:
	 
	 	 	 	Athersys, Inc.

3201 Carnegie Avenue

Cleveland, Ohio 44115

Attention: President

Facsimile: (216) 432-2461
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: Michael J. Solecki

Facsimile: 216-579-0212




 









 












(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 (or
the filing by the Company of an electronic version thereof with the Commission). Delivery of an
executed counterpart by facsimile or portable document format (pdf) shall be effective as delivery
of a manually executed counterpart thereof.



     12. Confirmation of Sale. The Investor acknowledges and agrees that such Investor’s receipt
of the Company’s signed counterpart to this Agreement, together with the Prospectus Supplement (or
the filing by the Company of an electronic version thereof with the Commission), shall constitute
written confirmation of the Company’s sale of Securities to such Investor.



     13. Press Release. The Company and the Investor agree that, prior to the opening of the
NASDAQ Capital Market on the business day immediately following the date hereof, the Company shall (i) issue a press release announcing
the Offering and disclosing all material information regarding the Offering and (ii) file a Current
Report on Form 8-K with the Commission disclosing all material information regarding the Offering
and including the Placement Agreement and a form of this Agreement as exhibits thereto.



     14. Termination. In the event that the Placement Agreement is terminated by the Placement
Agents pursuant to the terms thereof, this Agreement shall terminate without any further action on
the part of the parties hereto.



 









 





     15. Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this Agreement.



 









 





EXHIBIT A




ATHERSYS, 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:
	 	___________________________






 









 






EXHIBIT B




FORM OF WARRANT