Exhibit 10.35


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND
MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION
STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE
EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH
SUCH OFFER, SALE OR TRANSFER. SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH
A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR ANY OF THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT.


 


 


WARRANT
TO PURCHASE COMMON STOCK




OF




MAXIM
PHARMACEUTICALS, INC.


 


 


	
  Issue Date: September 23, 2003

  	
   

  	
  Warrant No. 03-024

  



 


 


THIS CERTIFIES that MERRIMAN CURHAN FORD & CO.
or any subsequent holder hereof (the “Holder”), has the right to
purchase from MAXIM PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
up to 148,049 fully paid and nonassessable shares of the Company’s common
stock, par value $.001 per share (the “Common Stock”), subject to
adjustment as provided herein, at a price per share equal to the Exercise Price
(as defined below), at any time beginning on the date which is the six (6)
month anniversary of the date on which this Warrant is issued (the date of such
issuance being referred to as the “Issue Date”) and, subject to
Section 6(c) hereof, ending at 5:00 p.m., pacific time, on the date that
is five and one-half (5-1/2) years after the Issue Date (the “Expiration
Date”).


 

















 


1.             Exercise.


 


(a)           Right to Exercise;
Exercise Price.  The Holder shall
have the right to exercise this Warrant at any time and from time to time
during the period beginning on the six (6) month anniversary of the Issue Date
and ending on the Expiration Date as to all or any part of the shares of Common
Stock covered hereby (the “Warrant Shares”).  The “Exercise Price” for each Warrant Share purchased by
the Holder upon the exercise of this Warrant shall be $7.70.


 


(b)           Exercise Notice.  In order to exercise this Warrant, the
Holder shall send by facsimile transmission, at any time prior to 5:00 p.m.,
pacific time, on the Business Day (as defined below) on which the Holder wishes
to effect such exercise (the “Exercise Date”), to the Company (with a
copy to the transfer agent for the Company’s Common Stock (the “Transfer
Agent”)) an executed notice of exercise in the form attached hereto as
Exhibit A (the “Exercise Notice”), the original Warrant and, in the case
of a Cash Exercise (as defined below), the Exercise Price.  In the case of a dispute as to the
calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment
pursuant to Section 6 below), the Company shall promptly issue to the
Holder the number of Warrant Shares that are not disputed and shall submit the
disputed calculations to a certified public accounting firm of national
recognition (other than the Company’s independent accountants) within three (3)
Business Days following the date on which the Exercise Notice is delivered to
the Company. The Company shall cause such accountant to calculate the Exercise
Price and/or the number of Warrant Shares issuable hereunder and to notify the
Company and the Holder of the results in writing no later than three (3)
Business Days following the day on which such accountant received the disputed
calculations (the “Dispute Procedure”). Such accountant’s calculation
shall be deemed conclusive absent manifest error.  The fees of any such accountant shall be borne by the party whose
calculations were most at variance with those of such accountant.  For purposes of this Warrant “Business
Day” means any day other than a Saturday, Sunday or other day on which the
New York Stock Exchange or commercial banks located in the cities of New York
or San Diego are required or permitted by law to close.


 


(c)           Holder of Record.  The Holder shall, for all purposes, be
deemed to have become the holder of record of the Warrant Shares specified in
an Exercise Notice on the Exercise Date specified therein, irrespective of the
date of delivery of such Warrant Shares. 
Except as specifically provided herein, nothing in this Warrant shall be
construed as conferring upon the Holder hereof any rights as a stockholder of
the Company prior to the Exercise Date.


 


(d)           Cancellation of
Warrant.  This Warrant shall be
canceled upon its exercise and, if this Warrant is exercised in part, the
Company shall, at the time that it delivers Warrant Shares to the Holder
pursuant to such exercise as provided herein, issue a new warrant, and deliver
to the Holder a certificate representing such new warrant, with terms identical
in all respects to this Warrant (except that such new warrant shall be exercisable
into the number of shares of Common Stock with respect to which this Warrant
shall remain unexercised); provided, however, that the Holder
shall be entitled to exercise all or any portion of such new warrant at any
time following the time at which this Warrant is exercised, regardless of
whether the Company has actually issued such new warrant or delivered to the
Holder a certificate therefor.


 


2

















 


2.             Delivery of
Warrant Shares Upon Exercise.  Upon
receipt of an Exercise Notice pursuant to Section 1 above, the Company
shall, (A) in the case of a Cash Exercise (as defined below) no later than the
close of business on the later to occur of (i) the third (3rd) Business Day
following the Exercise Date set forth in such Exercise Notice and (ii) such
later date on which the Company shall have received payment of the Exercise
Price, (B) in the case of a Cashless Exercise (as defined below), no later than
the close of business on the third (3rd) Business Day following the Exercise
Date set forth in such Exercise Notice, and (C) with respect to Warrant Shares
that are the subject of a Dispute Procedure, the close of business on the third
(3rd) Business Day following the determination made pursuant to paragraph 1(b)
(each of the dates specified in (A), (B) or (C) being referred to as a “Delivery
Date”), issue and deliver or caused to be delivered to the Holder the
number of Warrant Shares as shall be determined as provided herein. The Company
shall effect delivery of Warrant Shares to the Holder by, as long as the
Transfer Agent participates in the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer program (“FAST”), crediting the account of
the Holder or its nominee at DTC (as specified in the applicable Exercise
Notice) with the number of Warrant Shares required to be delivered, no later
than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST, or if the Warrant Shares are not
otherwise eligible for delivery through FAST, or if the Holder so specifies in
an Exercise Notice or otherwise in writing on or before the Exercise Date, the
Company shall effect delivery of Warrant Shares by delivering to the Holder or
its nominee physical certificates representing such Warrant Shares, no later
than the close of business on such Delivery Date.


 


3.             Piggyback
Registration.  If at any time prior
to September 23, 2004, the Company proposes to register shares of Common
Stock under the Securities Act of 1933, as amended (the “Securities Act”),
in connection with the public offering of such shares for cash (a “Proposed
Registration”) the Company shall, at such time, promptly give the Holder
written notice of such Proposed Registration. 
The Holder shall have ten (10) Business Days from its receipt of such
notice to deliver to the Company a written request specifying the amount of
Warrant Shares that such Holder intends to sell and the Holder’s intended
method of distribution.  Upon receipt of
such request, the Company shall use its best efforts to cause all Warrant
Shares which the Company has been requested to register to be registered under
the Securities Act to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified
in the request of such Holder; provided, however, that the
Company shall have the right to postpone or withdraw any registration effected
pursuant to this Section 3 without obligation to the Holder.  If, in connection with any underwritten
public offering for the account of the Company or for stockholders of the
Company that have contractual rights to require the Company to register shares
of Common Stock, the managing underwriter(s) thereof shall impose a limitation
on the number of shares of Common Stock which may be included in a registration
statement because, in the judgment of such underwriter(s), marketing or other
factors dictate such limitation is necessary to facilitate such offering, then
the Company shall be obligated to include in the Registration Statement only
such limited portion of the Warrant Shares with respect to which each Holder
has requested inclusion hereunder as such underwriter(s) shall permit.  Any exclusion of Warrant Shares shall be
made pro rata among the Holders
seeking to include Warrant Shares in a registration statement, in proportion to
the 


 


3

















 


number of Warrant Shares sought to be
included by such Holders.


 


4.             Exercise
Limitations.  In no event shall the
Holder be permitted to exercise this Warrant, or part thereof, if, upon such
exercise, the number of shares of Common Stock beneficially owned by the Holder
(other than shares which would otherwise be deemed beneficially owned except
for being subject to a limitation on conversion or exercise analogous to the
limitation contained in this Section 4), would exceed 4.99% of the
number of shares of Common Stock then issued and outstanding (the “Exercise
Limit”). As used herein, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder. To the extent that the limitation contained
in this Section 4 applies, the submission of an Exercise Notice by the
Holder shall be deemed to be the Holder’s representation that this Warrant is
exercisable pursuant to the terms hereof and the Company shall be entitled to
rely on such representation without making any further inquiry as to whether
this Section 4 applies.  Nothing
contained herein shall be deemed to restrict the right of a Holder to exercise
this Warrant, or part thereof, at such time as such exercise will not violate
the provisions of this Section 4. 
This Section 4 may not be amended by the parties; provided, however,
that, in the event of a Major Transaction (as defined below), the Holder shall
have the right to increase the Exercise Limit to a percentage not greater than
9.9% by delivering notice thereof to the Company at any time following the
public announcement of such transaction.


 


5.             Payment of the
Exercise Price; Cashless Exercise. 
The Holder may pay the Exercise Price in either of the following forms
or, at the election of Holder, a combination thereof:


 


(a)           through a cash exercise
(a “Cash Exercise”) by delivering immediately available funds, or


 


(b)           through a cashless exercise (a “Cashless
Exercise”).  The Holder may effect a
Cashless Exercise by surrendering this Warrant to the Company and noting on the
Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon
which the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


	
   

  	
  X = Y x (A-B)/A

  
	
   

  	
   

  
	
  where:

  	
  X = the number of Warrant Shares to be
  issued to the Holder;

  
	
   

  	
   

  
	
   

  	
  Y = the number of Warrant Shares with
  respect to which this Warrant is being exercised;

  
	
   

  	
   

  
	
   

  	
  A = the Market Price (as defined below) as
  of the Exercise Date; and

  
	
   

  	
   

  
	
   

  	
  B = the Exercise Price.

  



 


For purposes of Rule 144, it is intended and
acknowledged that the Warrant Shares issued in a Cashless Exercise transaction
shall be deemed to have been acquired by the 


 


4

















 


Holder,
and the holding period for the Warrant Shares required by Rule 144 shall be
deemed to have been commenced, on the Issue Date.


 


(c)           When used herein, the following
terms shall have the respective meanings indicated:


 


(i)            “Closing
Bid Price” shall mean, for the Common Stock as of any date, the closing bid
price on such date for the Common Stock on the Principal Market (as defined
below) as reported by Bloomberg Financial Markets (“Bloomberg”), or if
the Principal Market begins to operate on an extended hours basis, and does not
designate the closing bid price, then the last bid price at 4:00 p.m. (eastern
time), as reported by Bloomberg, or if the foregoing do not apply, the last
closing bid price of the Common Stock in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no
closing bid price is reported for such security by Bloomberg, the last closing
trade price for such security as reported by Bloomberg, or, if no last closing
trade price is reported for such security by Bloomberg, the average of the bid
prices of any market makers for such security as reported in the “pink sheets” by
Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing
Bid Price cannot be calculated for the Common Stock on such date on any of the
foregoing bases, then the Company shall submit such calculation to an
independent investment banking firm of national reputation, and shall cause
such investment banking firm to perform such determination and notify the
Company and each Investor of the results of determination no later than two (2)
Business Days from the time such calculation was submitted to it by the
Company. Such investment banking firm’s determination shall be deemed
conclusive absent manifest error. All such determinations shall be appropriately adjusted for any
stock dividend, stock split or other similar transaction during such period.


 


(ii)           “Closing
Price” shall mean, for the Common Stock as of any date, the closing price
on such date for the Common Stock on the on the Nasdaq National Market, and at
any time thereafter the principal trading exchange or market for the Common
Stock at such time, based upon share volume, or if the Common Stock is not
traded on an exchange or market, the OTC Bulletin Board or Pink Sheets LLC
(formerly the National Quotation Bureau), as the case may (the “Principal
Market”) as reported by Bloomberg, or if the Principal Market begins to
operate on an extended hours basis, and does not designate the closing price,
then the last sales price at 4:00 p.m. (eastern time), as reported by
Bloomberg, or if the foregoing do not apply, the Closing Bid Price.


 


(iii)          “Market
Price” shall mean, the lower of (x) the average of the Closing  Prices
for the Common Stock occurring during the five (5) Trading Day period ending on
(and including) the Trading Day immediately prior to such date and (y) the
Closing Bid Price on the Trading Day immediately preceding such date.


 


(iv)          “Trading
Day” shall mean any day on which the Principal Market is open for business
and on which trading in the Common Stock has not been suspended or otherwise
curtailed on the Principal Market.


 


5

















 


6.             Anti-Dilution Adjustments;
Distributions; Other Events. The Exercise Price and the number of Warrant
Shares issuable hereunder shall be subject to adjustment from time to time as
provided in this Section 6.  In the
event that any adjustment of the Exercise Price or the number of Warrant Shares
as required herein results in a fraction of a cent or fraction of a share, as
applicable, such Exercise Price or number of Warrant Shares shall be rounded up
or down to the nearest cent or share, as applicable.


 


(a)           Subdivision or Combination of Common
Stock.  If the Company, at any time
after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of
Common Stock into a greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced.  If the Company, at any time after the initial issuance of this
Warrant, combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a smaller number
of shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionally increased.


 


(b)           Distributions.  If the Company or any of its Subsidiaries (as defined below) shall at any time
distribute to holders of Common Stock (or to a holder, other than the Company,
of the common stock of any such Subsidiary) cash, evidences of indebtedness or
other securities or assets including any dividend or distribution in shares of
capital stock of a Subsidiary of the Company (collectively, a “Distribution”)
then, in any such case, the Holder of this Warrant shall be entitled to
receive, at the same time as such assets are received by a holder of such
stock, the same amount and type of securities and assets being distributed
pursuant to such Distribution as though the Holder was, as of the record date
for such Distribution, the holder of a number of shares of Common Stock into
which this Warrant is exercisable as of such record date (without regard to any
limitation on exercise of this Warrant). “Subsidiary” shall mean, any corporation or other entity of which at least
a majority of the outstanding shares of stock or other ownership interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors (or persons performing similar functions) of such
corporation or entity is at the time directly or indirectly owned or controlled
by the Company or one or more of its Subsidiaries.


 


(c)           Major Transactions.  In the event of a merger, consolidation,
business combination, tender offer, exchange of shares, recapitalization,
reorganization, redemption or other similar event, as a result of which shares
of Common Stock of the Company shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or the Company shall sell all
or substantially all of its assets (each of the foregoing being a “Major
Transaction”), the Company will give the Holder at least twenty (20) days’
prior written notice of the closing of such Major Transaction, and:  (i) in the event that the holders of Common
Stock receive consideration consisting of any combination of cash, common stock
or other assets (the “Major Transaction Consideration”) that has a value
per share of Common Stock that is less than $32.50 (as adjusted for stock
splits, stock dividends and similar events) (the “Major Transaction
Threshold”), the Holder shall be permitted to exercise this Warrant in
whole or in part at any time prior to the closing of such Major Transaction and
shall be entitled to receive, for each share 


 


6

















 


of Common Stock issued or issuable to the Holder pursuant to any such
exercise, the same per share consideration payable with respect to all other
shares of Common Stock in connection with such Major Transaction, and (ii) in
the event that the Holder retains any portion of this Warrant following such
closing, the Company will cause the surviving or, in the event of a sale of
assets, purchasing entity, as a condition precedent to such Major Transaction,
to assume the obligations of the Company under this Warrant, with such
adjustments to the Exercise Price and the securities covered hereby as may be
necessary in order to preserve the economic benefits of this Warrant to the
Holder; provided, however, that if the value per share of the
Major Transaction Consideration is equal to or greater than the Major
Transaction Threshold, this Warrant shall expire as to the unexercised portion
of this Warrant at the time of such closing.


 


(d)           Adjustments;
Additional Shares, Securities or Assets. 
In the event that at any time, as a result of an adjustment made
pursuant to this Section 6, the Holder of this Warrant shall, upon
exercise of this Warrant, become entitled to receive securities or assets
(other than Common Stock) then, wherever appropriate, all references herein to
shares of Common Stock shall be deemed to refer to and include such shares
and/or other securities or assets; and thereafter the number of such shares
and/or other securities or assets shall be subject to adjustment from time to
time in a manner and upon terms as nearly equivalent as practicable to the
provisions of this Section 6. Any adjustment made herein that results in a
decrease or increase in the Exercise Price shall also effect a proportional
increase or decrease, as the case may be, in the number of shares of Common
Stock into which this Warrant is exercisable.


 


7.             Fractional
Interests.


 


No fractional
shares or scrip representing fractional shares shall be issuable upon the
exercise of this Warrant, but on exercise of this Warrant, the Holder hereof
may purchase only a whole number of shares of Common Stock.  If, on exercise of this Warrant, the Holder
hereof would be entitled to a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, the Company shall, in lieu of
issuing any such fractional share, pay to the Holder an amount in cash equal to
the product resulting from multiplying such fraction by the Market Price as of
the Exercise Date.


 


8.             Transfer of this
Warrant.


 


The Holder may
sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole
or in part, as long as such sale or other disposition is made in the pursuant
to an effective registration statement or an exemption to the registration
requirements of the Securities Act. 
Upon such transfer or other disposition, (A) the Holder shall deliver
this Warrant to the Company together with a written notice to the Company,
substantially in the form of the Transfer Notice attached hereto as Exhibit B
(the “Transfer Notice”), indicating the person or persons to whom this
Warrant shall be transferred and, if less than all of this Warrant is
transferred, the number of Warrant Shares to be covered by the part of this
Warrant to be transferred to each such person, and (B) the transferee of this
Warrant shall deliver to the Company an investment representation letter in a
form reasonably satisfactory to counsel to the Company. Within three (3)
Business Days of receiving a Transfer Notice, the original of this Warrant and
such 


 


7

















 


representation letter, the Company shall
deliver to the each transferee designated by the Holder a Warrant or Warrants
of like tenor and terms for the appropriate number of Warrant Shares and, if
less than all this Warrant is transferred, shall deliver to the Holder a
Warrant for the remaining number of Warrant Shares.


 


9.             Benefits of this
Warrant.


 


This Warrant
shall be for the sole and exclusive benefit of the Holder of this Warrant and
nothing in this Warrant shall be construed to confer upon any person other than
the Holder of this Warrant any legal or equitable right, remedy or claim
hereunder.


 


10.           Loss, theft,
destruction or mutilation of Warrant.


 


Upon receipt
by the Company of evidence of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of indemnity
reasonably satisfactory to the Company, and upon surrender of this Warrant, if
mutilated, the Company shall execute and deliver a new Warrant of like tenor
and date.


 


11.           Notice or Demands.


 


Any notice,
demand or request required or permitted to be given by the Company or the Holder
pursuant to the terms of this Warrant shall be in writing and shall be deemed
delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:


 


If to the Company:


 


Maxim Pharmaceuticals, Inc.


8899
University Center Lane, Suite 400


San Diego, CA
92122


Attn: Tony
Altig, Chief Financial Officer


Tel:  (858) 453-4040


Fax: (858)
453-5005


 


with a copy to:


 


Cooley Godward LLP


4401 Eastgate
Mall


San Diego, CA
92121


Attn:  Lance Bridges, Esq.


Tel:  (858) 550-6000


 


8

















 


Fax: (858)
550-6420


 


and if to the Holder, to such address as
shall be designated by the Holder in writing to the Company.


 


12.           Applicable Law.


 


This Warrant
is issued under and shall for all purposes be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed entirely within the State of Delaware.


 


 


[Signature Page to Follow]


 


9

















 


IN WITNESS WHEREOF, the Company has duly
executed and delivered this Warrant as of the date first above written.


 


 


	
   

  	
   

  	
  Maxim Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/Anthony E. Altig

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Anthony E. Altig

  
	
   

  	
   

  	
   

  	
  Title:  
  Chief Financial Officer

  



 


10

















 


EXHIBIT A to
WARRANT


 


EXERCISE
NOTICE


 


 


The
undersigned Holder hereby irrevocably exercises the right to
purchase                 of
the shares of Common Stock (“Warrant Shares”) of MAXIM PHARMACEUTICALS,
INC. evidenced by the attached Warrant (the “Warrant”).  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.             Form of Exercise
Price.  The Holder intends that payment
of the Exercise Price shall be made as:


 


           
a Cash Exercise with respect to
                                
Warrant Shares; and/or


 


           
a Cashless Exercise with respect to
                                
Warrant Shares, as permitted by Section 5(b) of the attached Warrant.


 


 


2.             Payment of Exercise
Price.  In the event that the Holder has
elected a Cash Exercise with respect to some or all of the Warrant Shares to be
issued pursuant hereto, the Holder shall pay the sum of
$                                
to the Company in accordance with the terms of the Warrant.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of Registered Holder

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


11

















 


EXHIBIT B to
WARRANT


 


TRANSFER
NOTICE


 


 


FOR VALUE RECEIVED, the undersigned Holder of
the attached Warrant hereby sells, assigns and transfers unto the person or
persons named below the right to
purchase            shares
of the Common Stock of MAXIM PHARMACEUTICALS, INC. evidenced by the attached
Warrant.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of Registered Holder

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Transferee Name and Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


12