Unassociated Document


    
      To:
         Watchtower
        Ventures, Inc. 

       

      REGULATION
        S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION 

       

      SECTION
        1 

       

      1.1
         Subscription.

      


      (a)
         The
        undersigned, intending to be legally bound, hereby irrevocably subscribes
        for and agrees to purchase _____________ shares
        (the “Shares”) of the common
        stock (the “Common Stock”) of  _____________,
        a
        Nevada corporation (the “Company”)
        in a transaction exempt from the registration requirements of the Securities
        Act
        of 1933, as amended (the “Securities Act”). The undersigned understands that the
        Shares are being sold in connection with an offering by the Company of a
        minimum
        of 50,000 shares of Common Stock and a maximum of up to 3,500,000 shares
        at
        $0.01 per share (the “Offering”). 

       

      The
        undersigned understands that the Shares are being offered, sold, and issued
        in a
        transaction exempt from the registration requirements of the Securities Act.
        

       

      1.2
         Purchase
        of Shares.
        

      


      The
        undersigned understands and acknowledges that the purchase price to be
remitted
        to the Company in exchange for the Shares shall be $______________.
        The
undersigned
        further understands and acknowledges that this subscription is irrevocable.
        

      


      1.3
         Acceptance
        or Rejection of Subscription.
        

      


      Payment
        has been made simultaneous herewith by either (i) wire transfer as set forth
        below or (ii) by check payable to Watchtower Ventures, Inc., in full payment
        of
        the shares of common stock subscribed for (the “Subscription Payment”).


       

      The
        undersigned agrees that subject to the conditions set forth herein, the Company
        will accept subscriptions and payments therefor as they are received. The
        undersigned further understands that the Company will notify the undersigned
        as
        to whether its subscription has been accepted in whole or in part as reasonably
        promptly as possible. If the Company accepts all or a portion of the
        undersigned's subscription, the undersigned agrees that this Agreement shall
        become effective with respect to the Company and the undersigned, and the
        Company will promptly deliver to the undersigned an executed copy of this
        Agreement and a share certificate representing the Shares. The undersigned
        acknowledges that the Corporation may terminate this offering at any time.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      In
        the
        event the sale of the Shares subscribed for by the undersigned is not
        consummated by the Company for any reason (in which event this Agreement
        shall
        be deemed to be rejected), this Agreement and any other agreement entered
        into
        between the undersigned and the Company relating to this subscription shall
        thereafter have no force or effect and the Company shall promptly return
        or
        cause to be returned to the undersigned the purchase price remitted to the
        Company by the undersigned, without interest thereon or deduction therefrom,
        in
        exchange for the Shares. 

       

      SECTION
        2 

       

      2.1
         Closing.
        The
        closing (the “Closing”) of the purchase and sale of the 

       

      Shares,
        shall occur simultaneously with the acceptance by the Company of the
        undersigned's subscription, as evidenced by the Company's execution of this
        Subscription Agreement. The Closing shall not take place until at least an
        aggregate minimum of 50,000 shares of common stock are subscribed for in
        this
        offering. You have the right to revoke your subscription by written notice
        to
        the Company if the Closing has not occurred on or before thirty days after
        the
        date that the undersigned has delivered an executed signature page to this
        Agreement and the payment thereof, unless you are in material breach of the
        Agreement; in such event, this subscription shall thereafter have no force
        or
        effect and the Company shall promptly return or cause to be returned to you
        the
        purchase price remitted to the Company by you, without interest thereon or
        deduction therefrom. 

       

      SECTION
        3 

       

       

      3.1
         Investor
        Representations and Warranties. 
        The
        undersigned hereby acknowledges,
        represents and warrants to, and agrees with, the Company and its affiliates
        as
        follows: 

       

      (a)
         Investment
        Purposes.
        The
        undersigned is acquiring the Shares for his own account
        as principal, not as a nominee or agent, for investment purposes only, and
        not
        with a view to, or for, resale, distribution or fractionalization thereof
        in
        whole or in part in any transactions that would be in violation of the
        Securities Act or any state securities or “blue-sky” laws. No other person has a
        direct or indirect beneficial interest in, and the undersigned does not have
        any
        contract, undertaking, agreement or arrangement with any person to sell,
        transfer or grant participations to such person or to any third person, with
        respect to, the Shares or any part of the Shares for which the undersigned
        is
        subscribing that would be in violation of the Securities Act or any state
        securities or “blue-sky” laws. 

       

      (b)
         Authoritv.
        The undersigned has full power and authority to enter into this Agreement,
        the execution and delivery of this Agreement has been duly authorized, if
        applicable, and this Agreement constitutes a valid and legally binding
        obligation of the undersigned. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)
         No
        General Solicitation.
        The
        undersigned is not subscribing for the Shares
        as
        a result of or subsequent to any advertisement, article, notice or other
        communication published in any newspaper, magazine or similar media or broadcast
        over television or radio; or presented at any seminar or similar gathering;
        or
        any solicitation of a subscription by a person, other than Company personnel,
        previously not known to the undersigned. 

       

      (d)
         No
        Obligation to Register Shares.
        The
        undersigned understands that the Company
        is under no obligation to register the Shares under the Securities Act, or
        to
        assist the undersigned in complying with the Securities Act or the securities
        laws of any state of the United States or of any foreign jurisdiction other
        than
        as expressly provided herein. 

       

      (e)
         Investment
        Experience. 
        The
        undersigned, or the undersigned's 

       

      professional
        advisors, has such knowledge and experience in finance, securities, taxation,
        investments and other business matters as to evaluate investments of the
        kind
        described in this Agreement. By reason of the business and financial experience
        of the undersigned or his professional advisors (who are not affiliated with
        or
        compensated in any way by the Company or any of its affiliates or selling
        agents), the undersigned or his advisors can protect his own interests in
        connection with the transactions described in this Agreement. The undersigned
        is
        able to afford the loss of his entire investment in the Shares. 

       

      (f)
         Exemption
        from Registration. 
        The
        undersigned acknowledges his understanding
        that the offering and sale of the Shares is intended to be exempt from
        registration under the Securities Act. In furtherance thereof, in addition
        to
        the other representations and warranties of the undersigned made herein,
        the
        undersigned further represents and warrants to and agrees with the Company
        and
        its affiliates as follows: 

       

      (l)
         The
        undersigned has the financial ability to bear the economic risk of
        his
        investment, has adequate means for providing for his current needs and personal
        contingencies and has no need for liquidity with respect to his investment
        in
        the Company; and 

       

      (2)
         The
        undersigned has such knowledge and experience in financial and
        business matters as to be capable of evaluating the merits and risks of the
        prospective investment in the Shares. The undersigned also represents it
        has not
        been organized for the purpose of acquiring the Shares; and 

       

      (3)
         The
        undersigned has been provided an opportunity for a reasonable period
        of
        time prior to the date hereof to obtain additional information concerning
        the
        offering of the Shares, the Company and all other information to the extent
        the
        Company possesses such information or can acquire it without unreasonable
        effort
        or expense. 

       

      (g)
         Economic
        Considerations. 
        The
        undersigned is not relying on the Company,
        or its affiliates or agents with respect to economic considerations involved
        in
        this investment. The undersigned has relied solely on its own advisors. The
        undersigned is
        not
        acting in concert with any of the other shareholders of the Company in
        connection with its decision to purchase the Shares and will not act in concert
        with any other person affiliated with the Company or any other shareholder
        of
        the Company in determining when or under what circumstances to sell or otherwise
        dispose of all or any portion of the Shares. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (h)
         No
        Other Company Representations.
        No
        representations or warranties have
        been
        made to the undersigned by the Company, or any officer, employee, agent,
        affiliate or subsidiary of the Company, other than the representations of
        the
        Company contained herein, and in subscribing for Shares the undersigned is
        not
        relying upon any representations other than those contained herein.


       

      (i)
         Compliance
        with Laws.
        Any
        resale of the Shares during the ‘distribution compliance
        period’ as defined in Rule 902(f) to Regulation S shall only be made in
        compliance with exemptions from registration afforded by Regulation S. Further,
        any such sale of the Shares in any jurisdiction outside of the United States
        will be made in compliance with the securities laws of such jurisdiction.
        The
        undersigned will not offer to sell or sell the Shares in any jurisdiction
        unless
        the Investor obtains all required consents, if any. 

       

      (j)
         Regulation
        S Exemption.
        The
        undersigned understands that the Shares are being
        offered and sold to him in reliance on an exemption from the registration
        requirements of United States federal and state securities laws under Regulation
        S promulgated under the Securities Act and that the Company is relying upon
        the
        truth and accuracy of the representations, warranties, agreements,
        acknowledgments and understandings of the Investor set forth herein in order
        to
        determine the applicability of such exemptions and the suitability of the
        Investor to acquire the Shares. In this regard, the undersigned represents,
        warrants and agrees that: 

       

      (1)
         The
        undersigned is not a U.S. Person (as defined below) and is not an affiliate
        (as defined in Rule 501(b) under the Securities Act) of the Company and is
        not
        acquiring the Shares for the account or benefit of a U.S. Person. A U.S.
        Person
        means anyone of the following: 

       

      (A)
         any
        natural person resident in the United States of America; 

       

      (B)
         any
        partnership or corporation organized or incorporated under
        the
        laws of the United States of America; 

       

      (C)
         any
        estate of which any executor or administrator is a U.S. person;
        

       

      (D)
        any
        trust
        of which any trustee is a U.S. person; 

       

      (E)
        United States of America; any
        agency or branch of a foreign entity located in the 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (F)
         any
        non-discretionary account or similar account (other 

       

      than
        an
        estate or trust) held by a dealer or other fiduciary for the benefit or account
        of a U.S. person; 

       

      (G)
         any
        discretionary account or similar account (other than an estate
        or
        trust) held by a dealer or other fiduciary organized, incorporated or (if
        an
        individual) resident in the United States of America; and 

       

      (H)
         any
        partnership or corporation if: 

       

      (i)
        organized or incorporated under the laws of any foreign jurisdiction;
        and 

       

      (ii)
         formed
        by
        a U.S. person principally for the purpose 

       

      of
        investing in securities not registered under the Securities Act, unless it
        is
        organized or incorporated, and owned, by accredited investors (as defined
        in
        Rule 50l(a) under the Securities Act) who are not natural persons, estates
        or
        trusts. 

       

      (2)
         At
        the
        time of the origination of contact concerning this Agreement and
        the
        date of the execution and delivery of this Agreement, the undersigned was
        outside of the United States. 

       

      (3)
         The
        undersigned will not, during the period commencing on the date
        of
        issuance of the Shares and ending on the first anniversary of such date,
        or such
        shorter period as may be permitted by Regulation S or other applicable
        securities law (the “Restricted Period”), offer, sell, pledge or otherwise
        transfer the Shares in the United States, or to a U.S. Person for the account
        or
        for the benefit of a U.S. Person, or otherwise in a manner that is not in
        compliance with Regulation S. 

       

      (4)
         The
        undersigned will, after expiration of the Restricted Period, offer,
        sell, pledge or otherwise transfer the Shares only pursuant to registration
        under the Securities Act or an available exemption therefrom and, in accordance
        with all applicable state and foreign securities laws. 

       

      (5)
         The
        undersigned was not in the United States, engaged in, and prior
        to
        the expiration of the Restricted Period will not engage in, any short selling
        of
        or any hedging transaction with respect to the Shares, including without
        limitation, any put, call or other option transaction, option writing or
        equity
        swap. 

       

      (6)
         Neither
        the undersigned nor or any person acting on his behalf has engaged,
        nor will engage, in any directed selling efforts to a U.S. Person with respect
        to the Shares and the Investor and any person acting on his behalf have complied
        and will comply with the “offering restrictions” requirements of Regulation S
        under the Securities Act. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (7)
         The
        transactions contemplated by this Agreement have not been 

      pre-arranged
        with a buyer located in the United States or with a U.S. Person, and are
        not
        part of a plan or scheme to evade the registration requirements of the
        Securities Act. 

       

      (8)
         Neither
        the undersigned nor any person acting on his behalf has undertaken
        or carried out any activity for the purpose of, or that could reasonably
        be
        expected to have the effect of, conditioning the market in the United States,
        its territories or possessions, for any of the Shares. The undersigned agrees
        not to cause any advertisement of the Shares to be published in any newspaper
        or
        periodical or posted in any public place and not to issue any circular relating
        to the Shares, except such advertisements that include the statements required
        by Regulation S under the Securities Act, and only offshore and not in the
        U.S.
        or its territories, and only in compliance with any local applicable securities
        laws. 

       

      (9)
         Each
        certificate representing the Shares shall be endorsed with the following
        legends, in addition to any other legend required to be placed thereon by
        applicable federal or state securities laws: 

       

      (A)
         “THE
        SECURITIES ARE BEING OFFERED TO INVESTORS
        WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
        IN
        RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.” 

       

      (B)
         “TRANSFER
        OF THESE SECURITIES IS PROHIBITED, EXCEPT
        IN
        ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
        UNDER
        THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.
        HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
        SECURITIES ACT.” 

       

      (10)
        The
        undersigned consents to the Company making a notation on its records or giving
        instructions to any transfer agent of the Company in order to implement the
        restrictions on transfer of the Shares set forth in this Section 2.


       

      (k)
         Potential
        Loss of Investment; Risk Factors.
        The
        undersigned understands that
        an
        investment in the Shares is a speculative investment which involves a high
        degree of risk and the potential loss of his entire investment. The undersigned
        has considered the uncertainties and difficulties frequently encountered
        by
        companies, such as the Company, in their early stages of development. The
        undersigned understands and acknowledges that as a result thereof, he may
        lose
        his entire investment in the Company. 

       

      (1)
         Investment
        Commitment.
        The
        undersigned's overall commitment to investments
        which are not readily marketable is not disproportionate to the undersigned's
        net
        worth, and an investment in the Shares will not cause such overall commitment
        to
        become excessive. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (m)
         Receipt
        of Information.
        The
        undersigned has received all documents, records,
        books and other information pertaining to the undersigned’s investment in the
        Company that has been requested by the undersigned. 

       

      (n)
         No
        Reliance.
        Other
        than as set forth herein, the undersigned is not relying upon
        any
        other information, representation or warranty by the Company or any officer,
        director, stockholder, agent or representative of the Company in determining
        to
        invest in the Shares. The undersigned has consulted, to the extent deemed
        appropriate by the undersigned, with the undersigned's own advisers as to
        the
        financial, tax, legal and related matters concerning an investment in the
        Shares
        and on that basis believes that his or its investment in the Shares is suitable
        and appropriate for the undersigned. 

       

      (0)
         No
        Governmental Review.
        The
        undersigned is aware that no federal or state
        agency has (i) made any finding or determination as to the fairness of this
        investment, (ii) made any recommendation or endorsement of the Shares or
        the
        Company, or (iii) guaranteed or insured any investment in the Shares or any
        investment made by the Company. 

       

      (p)
         Price
        of Shares.
        The
        undersigned understands that the price of the Shares offered
        hereby was determined by the Company without reference to the assets or book
        value of the Company. The undersigned further understands that there is a
        substantial risk of further dilution of his or its investment in the Company.
        

       

      SECTION
        4 

       

      4.1
         Company’s
        Representations and Warranties.
        The
        Company represents and
        warrants to the undersigned as follows: 

       

      (a)
         Organization
        of the Company.
        The
        Company is a corporation duly organized
        and validly existing and in good standing under the laws of the State of
        Nevada.


       

      (b)
         Authority. 
        (a) The
        Company has the requisite corporate power and authority
        to enter into and perform its obligations under this Agreement and to issue
        the
        Shares; (b) the execution and delivery of this Agreement by the Company and
        the
        consummation by it of the transactions contemplated hereby and thereby have
        been
        duly authorized by all necessary corporate action and no further consent
        or
        authorization of the Company or its Board of Directors or stockholders is
        required; and (c) this Agreement has been duly executed and delivered by
        the
        Company and constitutes a valid and binding obligation of the Company
        enforceable against the Company in accordance with its terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        or similar laws relating to, or affecting generally the enforcement of,
        creditors’ rights and remedies or by other equitable principles of general
        application. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)
         Exemption
        from Registration; Valid Issuances.
        The sale
        and issuance of the
        Shares, in accordance with the terms and on the bases of the representations
        and
        warranties of the undersigned set forth herein, may and shall be properly
        issued
        by the Company to the undersigned pursuant to any applicable federal or state
        law. When issued and paid for as herein provided, the Shares shall be duly
        and
        validly issued, fully paid, and nonassessable. Neither the sales of the Shares
        pursuant to, nor the Company's performance of its obligations under, this
        Agreement shall (i) result in the creation or imposition of any liens, charges,
        claims or other encumbrances upon the Shares or any of the assets of the
        Company. The Shares shall not subject the undersigned to personal liability
        by
        reason of the ownership thereof. 

       

      (d)
         No
        General Solicitation or Advertising in Regard to this
        Transaction.
        Neither
        the Company nor any of its affiliates nor any person acting on its or their
        behalf (a) has conducted or will conduct any general solicitation (as that
        term
        is used in Rule 502( c) of Regulation D) or general advertising with respect
        to
        any of the Shares, or (b) made any offers or sales of any security or solicited
        any offers to buy any security under any circumstances that would require
        registration of the Common Stock under the Securities Act. 

       

      SECTION
        5

       

      5.1
         Indemnity.
        The
        undersigned agrees to indemnify and hold harmless the Company,
        its officers and directors, employees and its affiliates and their respective
        successors and assigns and each other person, if any, who controls any thereof,
        against any loss, liability, claim, damage and expense whatsoever (including,
        but not limited to, any and all expenses whatsoever reasonably incurred in
        investigating, preparing or defending against any litigation commenced or
        threatened or any claim whatsoever) arising out of or based upon any false
        representation or warranty or breach or failure by the undersigned to comply
        with any covenant or agreement made by the undersigned herein or in any other
        document furnished by the undersigned to any of the foregoing in connection
        with
        this transaction. 

       

      5.2
         Modification.
        Neither
        this Agreement nor any provisions hereof shall be modified,
        discharged or terminated except by an instrument in writing signed by the
        party
        against whom any waiver, change, discharge or termination is sought.


       

      5.3
         Notices.
        Any
        notice, demand or other communication which any party hereto
        may be required, or may elect, to give to anyone interested hereunder shall
        be
        sufficiently given if (a) deposited, postage prepaid, in a United States
        mail
        letter box, registered or certified mail, return receipt requested, addressed
        to
        such address as may be given herein, (b) delivered personally at such address,
        (c) upon the expiration of twenty four (24) hours after transmission, if
        sent by
        facsimile if a confirmation of transmission is produced
        by the sending machine (and a copy of each facsimile promptly shall be sent
        by
        ordinary mail), (d) upon the expiration of twenty four (24) hours after
        transmission, if sent by email if a confirmation of transmission is produced
        by
        the sending computer (and a copy of each email transmission promptly shall
        be
        sent by ordinary mail) or (e) on the third business day, if sent by overnight
        recognized courier, in each case to the parties at their respective addresses
        set forth below their signatures to this Agreement (or at such other address
        for
        a party as shall be specified by like notice; provided that the notices of
        a
        change of address shall be effective only upon receipt thereof). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.4
         Counterparts.
        This
        Agreement may be executed through the use of separate
        signature pages or in any number of counterparts and by facsimile, and each
        of
        such counterparts shall, for all purposes, constitute one agreement binding
        on
        all parties, notwithstanding that all parties are not signatories to the
        same
        counterpart. Signatures may be facsimiles. 

       

      5.5
         Binding
        Effect.
        Except
        as otherwise provided herein, this Agreement shall be
        binding upon and inure to the benefit of the parties and their heirs, executors,
        administrators, successors, legal representatives and assigns. If the
        undersigned is more than one person, the obligation of the undersigned shall
        be
        joint and several and the agreements, representations, warranties and
        acknowledgments herein contained shall be deemed to be made by and be binding
        upon each such person and his heirs, executors, administrators and successors.
        

       

      5.6
         Entire
        Agreement.
        This
        Agreement and the documents referenced herein contain
        the entire agreement of the parties and there are no representations, covenants
        or other agreements except as stated or referred to herein and therein.


       

      5.7
         Assignabilitv.
        This
        Agreement is not transferable or assignable by the undersigned.
        

       

      5.8
         Applicable
        Law; Arbitration; Jurisdiction.
        This
        Agreement shall be governed
        by and construed in accordance with the laws of the State of New York, without
        giving effect to conflicts of law principles. Any dispute between or, action
        or
        proceeding against any of the parties hereto under, arising out of or in
        any
        manner relating to, this Agreement and the transactions contemplated herein
        shall be submitted to and adjudicated by binding arbitration under the rules
        of
        the American Arbitration Association (“AAA”). Such arbitration shall be in New
        York, New York. Such arbitration shall be in New York, New York., If there
        is
        any litigation regarding the arbitration or, for any reason notwithstanding
        the
        foregoing two sentences, otherwise, then , without prejudice to their rights
        under the forgoing two sentences, the parties hereto irrevocably consent
        to the
        jurisdiction of the courts of the State of New York and of any federal court
        located in such State in connection with any action or proceeding arising
        out of
        or relating to this Agreement, any document or instrument delivered pursuant
        to,
        in connection with or simultaneously with this Agreement, or a breach of
        this
        Agreement or any such document or instrument. In any such action or proceeding,
        each party hereto waives personal service of any summons, complaint or other
        process and agrees
        that service thereof may be made in accordance with Section 5.3. Within 30
        days
        after such service, or such other time as may be mutually agreed upon in
        writing
        by the attorneys for the parties to such action or proceeding, the party
        so
        served shall appear or answer such summons, complaint or other process.
EACH
        PARTY HERETO WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING
        OUT
        OF THIS AGREEMENT OR ANY BREACH OR ALLEGED BREACH HEREOF. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.9
         Pronouns.
        The use
        herein of the masculine pronouns “him” or “his” or similar
        terms shall be deemed to include the feminine and neuter genders as well
        and the
        use herein of the singular pronoun shall be deemed to include the plural
        as
        well. 

       

      5.10
        Further
        Assurances.
        Upon
        request from time to time, the undersigned shall execute and deliver all
        documents and do all other acts that may be necessary or desirable, in the
        reasonable opinion of the Company or its counsel, to effect the subscription
        for
        the Shares in accordance herewith. 

       

       

       

       

      [Remainder
        of Page Intentionally Omitted; Signature Pages to Follow] 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SIGNATURE
        PAGE 

       

       

      IN
        WITNESS WHEREOF, the
        parties hereto have executed this Agreement as of the day and year this
        subscription has been accepted by the Company as set forth below. 

       

      
        
          	
                  Number of Shares 

                  Subscribed For: _______________

                	 	
                  Print Name of Subscriber

                  ___________________________________________

                
	 	 	 
	 	 	By:
                  _________________________________________
	 	 	
                       
(Signature
                    of
                    Subscriber or 

                             
                    Authorized Signatory) 

                
	 	 	 
	 	 	 
	 	 	Address:
                  ____________________________________
	 	 	 
	 	 	 
	 	 	 
	 	 	Telephone:
                  __________________________________
	 	 	Fax:
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      Social
        Security Number or other 

      Taxpayer
        Identification Number