EXHIBIT
4.11


 


FORM OF SUBSCRIPTION AGREEMENT


 


SuperGen, Inc.


4140 Dublin Blvd.


Suite 200


Dublin, CA  94568


 


Ladies and 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 
Units attached hereto as Annex I
(collectively, this “Agreement”),
is made as of the date set forth below between SuperGen, Inc., a Delaware corporation (the “Company”), and the Investor.


 


2.            The Company has
authorized the sale and issuance to certain investors of up to an aggregate of
[                  ]
units (the “Units”), each consisting of (i) one
share (the “Share,” collectively the “Shares”) of its common stock, par value $0.001 per share
(the “Common Stock”) and (ii) one or more
warrant(s) expiring on the date that is
[      ] years from the Closing Date (the “Warrant”  or the “Warrants”) to purchase [    ] shares of
Common Stock (the fraction amount being the “Warrant
Ratio”), subject to adjustment by the Company’s Board of Directors,
or a committee thereof for a purchase price of
$[        ] per Unit (the “Purchase Price”), reflecting a price of
$[      ] per Share and
$[      ] per Warrant.  The Shares issuable upon the exercise of the
Warrants are referred to herein as the “Warrant Shares.”  The Warrant Shares, together with the Shares
and the Warrants, are referred to herein as the “Securities.”(1)


 


3.            The offering and sale of the Units (the “Offering”) are being made pursuant to (1) an
effective Registration Statement on Form S-3 (including the Prospectus
contained therein (the “Base Prospectus”),
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
under the Securities Act of 1933, as amended (the “Act”)),
that have or will be filed with the Commission and delivered to the Investor on
or prior to the date hereof and (3) a Preliminary Prospectus Supplement to
the Base Prospectus dated
              
    , 200  (the “Preliminary Prospectus”),
and (4) a Final Prospectus Supplement (the “Prospectus Supplement” and together with the Base
Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Units 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).


 


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 number of Units set forth below for the aggregate purchase
price set forth below.  The Units shall
be purchased pursuant to the Terms and Conditions for Purchase of Units
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


 






(1) All references in
this Agreement to “Warrants” and “Units” would be deleted if Warrants were not
being issued in a given offering.


 

















 


the placement agent (the “Placement Agent”) named in the Prospectus Supplement and
that there is no minimum offering amount.


 


5.            The manner of settlement of the Shares
included in the Units 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) through the Depository Trust Company’s (“DTC”)
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 the Shares
are released by [insert name of transfer agent],
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 UNITS BEING PURCHASED BY THE INVESTOR TO
THE FOLLOWING ACCOUNT:


 


[Escrow Agent]

ABA # [           ]

Account Name: [              ]

Account Number:  [                              ]


 


— OR —


 


[        ]     B.   Delivery versus payment (“DVP”) through DTC (i.e., the Company shall
deliver Shares registered in the Investor’s name and address as set forth below
and released by the Transfer Agent to the Investor through DTC at the Closing
directly to the account(s) at [                      ]
(“[            ]”)
identified by the Investor and simultaneously therewith payment shall be made
by [            ]
via 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 [            ] OF THE ACCOUNT OR ACCOUNTS
AT [            ] TO BE CREDITED WITH THE
SHARES BEING PURCHASED BY SUCH INVESTOR, AND


 


(II)  CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT [            ] TO BE CREDITED WITH THE
SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE
AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR.


 


2

















 


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 UNITS 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 Warrant 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 FINRA member or an
Associated Person (as such term is defined under the 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 of the Units, 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
              
    , 200 , which is a part of the Company’s
Registration Statement, the Preliminary Prospectus, the documents incorporated
by reference therein 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
in the Prospectus Supplement, a free writing prospectus or oral communications.


 


9.            No offer by the Investor to buy Units
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
              
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.


 


3

















 


Number of Units:


Purchase Price Per Unit: $


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:
                  
        , 200 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed
  and Accepted

  	
   

  
	
  this
         day of
                  ,
  200 :

  	
   

  
	
   

  	
   

  
	
  SUPERGEN, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  
							



 


4

















 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF UNITS


OF


SUPERGEN, INC.


 


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


 


2.             Agreement to Sell and Purchase the Units; Placement
Agent.


 


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 Units set forth on the last page of the
Agreement to which these Terms and Conditions for Purchase of Units 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 Units 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          The
Investor acknowledges that the Company has agreed to pay
[            ]
and (“[            ]”  or the “Placement Agent”)
a fee (the “Placement Fee”) in respect of the sale of Units to the
Investor.


 


2.4          The
Company has entered into a Placement Agent Agreement, dated
                
    , 200  (the “Placement
Agreement”), with the Placement Agent 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.


 


3.             Closings and Delivery of the
Units and Funds.


 


3.1          Closing.  The completion of the purchase and sale of
the Units (the “Closing”) shall
occur at a place and time (the “Closing Date”)
to be specified by the Company and the Placement Agent, and of which the
Investors will be notified in advance by the Placement Agent, 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 (and
Units) 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 a Warrant to purchase a number of whole
Warrant Shares determined by multiplying the number of Shares (and Units) 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 Units
being purchased by the Investor will be delivered by or on behalf of the
Investor to the Company.


 


5

















 


3.2          Conditions to the Company’s Obligations.  (a)  The Company’s obligation to issue and sell the Units to the
Investor shall be subject to: (i) the receipt by the Company of the
purchase price for the Units 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
Units will be subject to the accuracy of the representations and warranties
made by the Company 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 to the condition that the Placement
Agent 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 Units
that they have agreed to purchase from the Company.


 


3.3          Delivery of Funds.


 


(a)           Delivery by Electronic Book-Entry at The
Depository Trust Company.  If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC, 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 Units being purchased by the Investor to the
following account designated by the Company and the Placement Agent pursuant to
the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of
            
    , 200 , by and among the Company, the Placement
Agent and
[                ]
(the “Escrow Agent”):


 


[Escrow Agent]

ABA #
[              ]

Account Name:
[                    ]

Account Number:  [                          ]


 


Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agent on behalf of the Investors to the Company upon the satisfaction, in the
sole judgment of the Placement Agent, of the conditions set forth in Section 3.2(b) hereof.  Except with respect to the Placement Fee, the
Placement Agent shall have no rights in or to any of the escrowed funds, unless
the Placement Agent and the Escrow Agent are otherwise notified in writing by
the Company in connection with the Closing. 
The Company and the Investor agree to indemnify and hold the Escrow
Agent harmless from and against any and all losses, costs, damages, expenses
and claims (including, without limitation, court costs and reasonable attorneys
fees) (“Losses”) arising under
this Section 3.3 or otherwise with respect to the funds held in
escrow pursuant hereto or arising under the Escrow Agreement, unless it is
finally determined that such Losses resulted directly from the willful
misconduct or gross negligence of the Escrow Agent.  Anything in this Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for any special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(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


 


6

















 


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                 
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.


 


3.4          Delivery of Shares.


 


(a)           Delivery by Electronic Book-Entry at The
Depository Trust Company.  If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC, 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 Deposit/Withdrawal at
Custodian (“DWAC”) instructing the Transfer Agent, to credit such account or
accounts with the Shares by means of an electronic book-entry delivery.  Such DWAC shall indicate the settlement date
for the deposit of the Shares, which date shall be provided to the Investor by
the Placement Agent.  Simultaneously with
the delivery to the Company by the Escrow Agent of the funds held in escrow
pursuant to Section 3.3 above, the Company shall direct its
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
                
of the account or accounts at
                
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 or accounts at
              
identified by Investor and simultaneously therewith payment shall be made by
                
via 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 Agent that:


 


4.1          The Investor (a) is
knowledgeable, sophisticated and
experienced in making, and is qualified to make decisions with respect to,
investments in shares presenting an investment decision like that involved in
the purchase of the Units, 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 for use in
preparation of the Prospectus Supplement 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
Units 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.


 


7

















 


4.2          The Investor acknowledges
that (a) no action has been or will be taken in any jurisdiction outside
the United States by the Company or the Placement Agent that would permit an
offering of the Units, 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
Agent is not authorized to make and has not made any representation, disclosure
or use of any information in connection with the issue, placement, purchase and
sale of the Units, except as set forth or incorporated by reference in the Base
Prospectus, the Disclosure Package or the Prospectus Supplement.


 


4.3          The
Investor acknowledges that (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 Disclosure Package, the Prospectus or any
other materials presented to the Investor in connection with the purchase and
sale of the Units 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 Units.


 


4.5          Since the date
on which the Placement Agent first contacted such Investor about the Offering,
Investor has not engaged in any transactions in the securities of the Company
(including, without limitation, any Short Sales (as defined below) involving
the Company’s securities).  Each Investor
covenants that it will not engage in any transactions in the securities of the
Company (including Short Sales) 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 Shares 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.             Survival of Representations, Warranties and
Agreements; Third Party Beneficiary.  Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agent, 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
Units being purchased and the payment therefor. 
The Placement Agent shall be a third party


 


8

















 


beneficiary 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 electric confirmation of receipt and will be
delivered and addressed as follows:


 


(a)       if to the Company, to:


 


SuperGen, Inc.

4140 Dublin Blvd.

Dublin, CA  94568

Attention:
                  

Facsimile:


 


with a copy to:


 


SuperGen, Inc.

4140 Dublin Blvd.

Dublin, CA  94568

Attention: General Counsel

Facsimile:


 


(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


 


9

















 


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 Base Prospectus and the Prospectus Supplement
(or the filing by the Company of an electronic version thereof with the
Commission).


 


12.          Confirmation of Sale.  The
Investor acknowledges and agrees that such Investor’s receipt of the Company’s
counterpart to this Agreement, together with the Base Prospectus and 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 Units to such Investor.


 


13.          Press Release.  The
Company and the Investor agree that the Company shall issue a press release
announcing the Offering prior to the opening of the financial markets in New
York City on the business day immediately after the date hereof.


 


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


 


10

















 


EXHIBIT A


 


SUPERGEN, 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: