Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


Clean Energy Fuels Corp.


3020 Old Ranch Parkway, Suite 200


Seal Beach, California 90740


 


Gentlemen:


 


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


 


1.             This Subscription Agreement, including the
Terms and Conditions For Purchase of the Shares and the Warrants attached
hereto as Annex I (collectively, this “Agreement”)
is made as of the date set forth below between Clean Energy Fuels Corp., a Delaware corporation (the “Company”), and the Investor.


 


2.             The
Company has authorized the sale and issuance to certain investors of (i) up
to an aggregate of 4,419,192 shares (each a “Share,”
and collectively, the “Shares”) of its
common stock, par value $0.0001 per share (the “Common Stock”),
(ii) warrants (the “Series I Warrants”)
to purchase up to an aggregate of 3,314,394 shares of Common Stock in the ratio
of 0.75 shares per share of Common Stock, in substantially the form attached
hereto as Exhibit B, and (iii) warrants (the “Series II Warrants”) to purchase up to an aggregate of
1,136,364 shares of Common Stock, in the ratio of up to 0.257143 shares per
share of Common Stock, in substantially the form attached hereto as Exhibit C,
subject to adjustment by the Company’s Board of Directors, or a committee
thereof, for a purchase price of $7.92 per unit (the “Purchase
Price”).  The Series I
Warrants, together with the Series II Warrants, are collectively referred
to herein as the “Warrants.”  The Shares 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”.  The
fractional amount of each of the Series I Warrants and the Series II
Warrants are referred to herein as  the “Applicable  Warrant Ratio”


 


3.             The offering and sale of the Shares and the
Warrants (the “Offering”) are
being made pursuant to (1) an effective Registration Statement on Form S-3
(including the Prospectus contained therein (the “Base
Prospectus”), File No. 333-152306, the “Registration Statement”) filed by the
Company with the Securities and Exchange Commission (the “Commission”), (2) if applicable,
certain “free writing prospectuses” (as that term is defined in Rule 405
the Securities Act of 1933, as amended (the “Act”)),
that have been or will be filed, if required, with the Commission and delivered
to the Investor on or prior to the date hereof, (3) a Prospectus
Supplement (the “Prospectus Supplement”
and together with the Base Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Shares and terms of
the Offering that will be filed with the Commission and delivered to the
Investor (or made available to the Investor by the filing by the Company of an
electronic version thereof with the Commission), along with the Company’s
counterpart to this Agreement, and (4) if the Company has filed an
abbreviated registration statement to register additional securities pursuant
to Rule 462(b) (the “462(b) Registration
Statement”), then any reference herein to the Registration Statement
shall also be deemed to include such 462(b) Registration Statement.


 


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 the Warrants set forth below for the 


 

















 


aggregate purchase price set
forth below.  The Shares and the Warrants
shall be purchased pursuant to the Terms and Conditions for Purchase of Shares
and Warrants attached hereto as Annex I and incorporated herein by this
reference as if fully set forth herein. 
The Investor acknowledges that the Offering is not being underwritten by
the placement agents (the “Placement Agents”)
named in the Prospectus Supplement and that there is no minimum offering amount.


 


5.             The manner of settlement of the Shares
included in the Shares and the Warrants purchased by the Investor shall be as
follows:


 


Delivery versus payment (“DVP”) through the Depository Trust Company (“DTC”) (i.e., at
closing, the Company shall issue Shares registered in the Investor’s name and
address as set forth below and released by Computershare Trust Company, N.A.
(the “Transfer Agent”) directly to the account(s) at
Lazard Capital Markets LLC (“LCM”)
identified by the Investor; upon receipt of such Shares, LCM shall promptly
electronically deliver such shares to the Investor, and simultaneously
therewith payment shall be made by LCM 
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
  LCM OF THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING
  PURCHASED BY SUCH INVESTOR, AND

  
	
   

  	
   

  	
   

  
	
   

  	
  (II)

  	
  CONFIRM
  THAT THE ACCOUNT OR ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING
  PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE
  PURCHASE PRICE FOR THE SHARES 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 DVP IN A TIMELY MANNER. 
IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE
SHARES AND THE WARRANTS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN
A TIMELY MANNER, THE SHARES AND THE WARRANTS MAY NOT BE DELIVERED AT
CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE OFFERING
ALTOGETHER.


 


6.             The
executed Warrants shall be delivered in accordance with the respective 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 FINRA member or an Associated Person (as such term is defined under
the FINRA Membership and Registration Rules Section 1011) as of the
Closing, and (c) neither the Investor nor any group of Investors, if any
(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, dated July 29,
2008, which is a part of the Company’s Registration Statement, the documents
incorporated by reference therein, the Prospectus Supplement, dated October 28,
2008 and any 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 Act, including the Prospectus
Supplement, a free writing prospectus and oral communications.


 


9.             No offer by the Investor to buy the
Shares and the Warrants 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 LCM
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.


 


10.          For so long
as any Warrants remain outstanding, the Company shall not, in any manner, issue
or sell any rights, warrants or options to subscribe for or purchase Common
Stock, or directly or indirectly convertible into or exchangeable for Common
Stock at a price which resets as a function of market price of the Common
Stock, unless the conversion, exchange or exercise price of any such security
cannot be less than the then applicable Exercise Price (as defined in the
Warrants) with respect to the Common Stock into which any Warrant is
exercisable.


 

















 


	
  Number of Shares:

  	
   

  	
   

  
	
  Number of Series I
  Warrants:

  	
   

  	
   

  
	
  Number of Series II
  Warrants:

  	
   

  	
   

  
	
  Purchase Price Per Share:
  $

  	
  7.92

  	
   

  
	
  Aggregate Purchase Price:
  $

  	
   

  	
   

  
							



 


Please confirm that the
foregoing correctly sets forth the agreement between us by signing in the space
provided below for that purpose.


 


 


	
   

  	
  Dated as of:
  October 28, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
						



 


 


Agreed and Accepted


this      day of October,
2008:


 


 


CLEAN
ENERGY FUELS CORP.


 


 


	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  



 

















 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF THE SHARES AND THE
WARRANTS


 


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


 


2.             Agreement
to Sell and Purchase the Shares and the Warrants; 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 respective number
of Shares and Warrants set forth on the last page of the Agreement to
which these Terms and Conditions for Purchase of Shares and Warrants 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 Lazard Capital Markets
LLC (“LCM”)
and W.R. Hambrecht + Co., LLC (“WRHCo” together
with LCM, the “Placement Agents”) a fee (the “Placement Fee”) in respect of the sale of
the Shares and the Warrants to the Investor.


 


2.4          The Company has entered into a
Placement Agent Agreement, dated the date hereof (the “Placement Agreement”), with the Placement
Agents that contains certain representations, warranties, covenants and
agreements of the Company that, subject to Section 5 hereof, may be relied
upon by the Investor, which shall be a third party beneficiary thereof.  The Company confirms that neither it nor any
other Person acting on its behalf has provided the Investor with any information
that constitutes or could reasonably be expected to constitute material,
nonpublic information, except as will be disclosed in the Prospectus and the
Company’s Form 8-K filed with the Commission in connection with the
Offering.  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 Shares, Warrants and Funds.


 


3.1          Closing.  The completion of the purchase and sale of the Shares and the Warrants
(the “Closing”) shall occur at a
place and time (the “Closing Date”)
to be specified by the Company and the Placement Agents, and of which the
Investor will be notified in advance by the Placement Agents, in accordance
with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).  At the Closing, (a) the Company shall
cause the Transfer Agent to deliver to the Investor the number of Shares set
forth on the Signature Page registered in the name of the Investor or, if
so indicated on the Investor Questionnaire attached hereto as Exhibit A,
in the name of a nominee designated by the Investor, (b) the Company shall
cause to be delivered to the Investor each of the Series I Warrant and the
Series II Warrant to purchase a number of whole Warrant Shares determined
by multiplying the number of Shares set forth on the signature page by the



 

















 


Applicable Warrant Ratio and rounding down to
the nearest whole number and (c) the aggregate purchase price for the
Shares and the Warrants being purchased by the Investor will be delivered by or
on behalf of the Investor to the Company.


 


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


 


(b)           Conditions to the
Investor’s Obligations.  The
Investor’s obligation to purchase the Shares and the Warrants will be subject to the condition that the Placement
Agents shall not have: (a) terminated the Placement Agreement pursuant to
the terms thereof or (b) determined that the conditions to the closing in
the Placement Agreement have not been satisfied.  The
Investor’s obligations are expressly not conditioned on the purchase by any or
all of the Other Investors of the Shares that they have agreed to purchase from
the Company.


 


3.3          Delivery of
Funds.


 


Delivery Versus Payment through The Depository Trust Company.  The Investor has elected 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, and
the Investor shall confirm that the account or accounts at LCM to be
credited with the Shares being purchased by the Investor have a minimum balance
equal to the aggregate purchase price for the Shares and the Warrants being purchased by the
Investor.


 


3.4          Delivery of
Shares.


 


Delivery
Versus Payment through The Depository Trust Company.  The
Investor has elected 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, and
the Investor shall notify LCM of the account or accounts at LCM 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
LCM identified by Investor and simultaneously therewith payment shall be made
by LCM 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 Shares and the Warrants, 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 respective number of Shares and Warrants set forth on the Signature Page,
has received and is relying solely upon (i) the Disclosure Package and the
documents incorporated by reference therein and (ii) 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 Shares and the Warrants,
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 the
Shares and the Warrants 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 Shares and the Warrants, except as set forth or incorporated by
reference in the Base Prospectus or the Prospectus Supplement.


 


4.3          (a) The Investor has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor
enforceable against the Investor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and except as to the
enforceability of any rights to indemnification or contribution that may be
violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation).


 


4.4          The Investor understands that nothing
in this Agreement, the Prospectus, the Disclosure Package, the Offering
Information or any other materials presented to the Investor in connection with
the purchase and sale of the Shares and the Warrants constitutes legal, tax or
investment advice.  The Investor has
consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of the Shares and the Warrants.  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 the Warrants on any
securities exchange.  Without an active
market, the liquidity of the Warrants will be limited.


 


4.5          Since the date on which the Placement
Agents first contacted such Investor about the Offering, the Investor has not
engaged in any purchases or sales of the securities of the Company (including,
without limitation, any Short Sales (as defined herein) involving the Company’s
securities), and has not violated its obligations of confidentiality.  The Investor covenants that it will not
engage in any purchases or sales of the securities of the Company (including
Short Sales) or disclose any information about the Offering (other than to its
advisors that are under a legal obligation of confidentiality) prior to the
time that the transactions contemplated by this Agreement are publicly
disclosed.  Each Investor agrees that it
will not use any of the 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-US broker dealers or foreign
regulated brokers.


 


5.             Acknowledgement
Regarding Investors’ Trading Activity.  Anything in this Agreement or elsewhere herein
to the contrary notwithstanding, but subject to compliance by the Investors
with applicable law and the provisions of this Agreement, it is understood and
acknowledged by the Company (i) that none of the Investors have been asked
by the Company to agree, nor has any Investor agreed with the Company, to
desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company
or to hold the Securities for any specified term; (ii) that past or future
open market or other transactions by any Investor, including, without
limitation, short sales or “derivative” transactions, before or after the
closing of this or future private placement transactions, may negatively impact
the market price of the Company’s publicly-traded securities; (iii) that
any Investor, and counter-parties in “derivative” transactions to which any
such Investor is a party, directly or indirectly, presently may have a “short”
position in the Common Stock, and (iv) that each Investor shall not be
deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction. 
The Company further understands and acknowledges that (a) one or
more Investors may engage in hedging and/or trading activities at various times
during the period that the Securities are outstanding, including, without
limitation, during the periods that the value of the Warrant Shares deliverable
with respect to the Warrants are being determined and (b) such hedging
and/or trading activities, if any, can reduce the value of the existing shareholders’
equity interest in the Company both at and after the time the hedging and/or
trading activities are being conducted. 
The Company acknowledges that such aforementioned hedging and/or trading
activities do not constitute a breach of this Agreement, the Warrants or any of
the documents executed in connection herewith.


 


6.             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 the Warrants being purchased and the payment
therefor.  The Placement Agents and
Lazard Fréres & Co. shall be third party beneficiaries with respect to
the representations, warranties and agreements of the Investor in Section 4
hereof.


 


7.             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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Clean Energy
  Fuels Corp.

  
	
   

  	
   

  	
  3020 Old
  Ranch Parkway, Suite 200

  
	
   

  	
   

  	
  Seal Beach,
  California 90740

  
	
   

  	
   

  	
  Attention:
  Harrison Clay, Esq.

  
	
   

  	
   

  	
  Facsimile:
  (562) 493-4532

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to (which
  shall not constitute notice):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Morrison &
  Foerster LLP

  
	
   

  	
   

  	
  425 Market
  Street

  
	
   

  	
   

  	
  San
  Francisco, California 94105-2482

  
	
   

  	
   

  	
  Attention:
  Andrew D. Thorpe, Esq.

  
	
   

  	
   

  	
  Facsimile:
  (415) 268-7522

  



 


(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.


 


8.             Changes.  This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.


 


9.             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.


 


10.          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.


 


11.          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.


 


12.          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).


 


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


 


14.          Press
Release.  The Company and the Investor agree that the
Company shall issue a press release announcing the Offering and disclosing all
material terms and conditions of the 


 

















 


Offering prior to the opening of the financial markets in New York City
on the business day immediately after the date hereof.


 


15.          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.


 

















 


EXHIBIT A


 


CLEAN ENERGY FUELS CORP.


 


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


 


SERIES I WARRANT


 

















 


EXHIBIT C


 


SERIES II WARRANT