Exhibit 10.3


 


THIS
WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED
PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “SHARES”) WILL BE, ACQUIRED
SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH,
ANY DISTRIBUTION THEREOF.  NEITHER THIS
WARRANT NOR THE SHARES (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS.  SUCH SECURITIES MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS
COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.


 


POWER 3 MEDICAL PRODUCTS, INC.


 


WARRANTS FOR THE PURCHASE OF SHARES OF COMMON
STOCK


 


November  
, 2005


 


THIS CERTIFIES THAT, for value received, Trinity
Financing Investments Corporation or its registered assigns (the “Holder”) is
entitled to subscribe for and purchase from POWER 3 MEDICAL PRODUCTS,
INC. (the “Company”), up to one
million (1,000,000) shares of the fully paid and nonassessable Common Stock,
(the “Shares”), of the Company at the price of $.25 per share (the “Exercise
Price”) or on a net issuance or “cashless” basis as provided herein, subject to
the provisions and upon the terms and conditions hereinafter set forth.


 


This Warrant is subject to the following terms and
conditions:


 


1.                                       TERM AND VESTING.


 


(a)                                  TERM. 
Subject to vesting requirements set forth in Paragraph “b” of this Article ”1”
of this Warrant, this Warrant is exercisable, in whole or in part, any time
from and after the date of issuance of this Warrant and prior to expiration of
seven years following the date of issuance of this Warrant.


 


(b)                                 VESTING. 
The right to purchase the Shares hereunder shall vest and become
exercisable as follows: 100% of the Shares subject to this Warrant are
immediately vested.


 


2.                                       METHOD OF EXERCISE; PAYMENT.


 


(a)                                  CASH EXERCISE.  The purchase rights represented by this
Warrant may be exercised by the Holder, in whole or in part, from time to time
at the principal office of the Company, by delivering a completed and duly
executed Notice of Exercise (attached hereto as Exhibit ”A”) and by the
payment to the Company of an amount equal to the Exercise Price


 


1





















 


multiplied
by the number of the Shares being purchased, which amount may be paid, at the
election of the Holder, by wire transfer or check payable to the order of the
Company.  The person or persons in whose
name(s) any certificate(s) representing Shares shall be issuable upon exercise
of this Warrant shall be deemed to have become the holder(s) of record of, and
shall be treated for all purposes as the record holder(s) of, the Shares
represented thereby (and such Shares shall be deemed to have been issued)
immediately prior to the close of business on the date or dates upon which this
Warrant is exercised.


 


(b)                                 STOCK CERTIFICATES.  In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of Common Stock so
purchased shall be delivered to the Holder within seven (7) business days
after said exercise and, unless this Warrant has been fully exercised or has
expired, a new Warrant representing the shares with respect to which this
Warrant shall not have been exercised shall also be issued to the Holder within
such time.  Failure to deliver to the
Holder certificates for the shares of Common Stock so purchased within seven (7) business
days after said exercise shall result in a penalty of one thousand dollars
($1,000) per day for each late day.


 


3.                                       STOCK FULLY PAID; RESERVATION OF SHARES.  All of the Shares issuable upon the exercise
of the rights represented by this Warrant will, upon issuance and receipt of
the Exercise Price therefor, be fully paid and nonassessable, and free from all
preemptive rights, rights of first refusal or first offer, taxes, liens and
charges with respect to the issuance thereof. 
During the period within which the rights represented by this Warrant
may be exercised, the Company shall at all times have authorized and reserved
for issuance sufficient shares of its Common Stock to provide for the exercise
of the rights represented by this Warrant.


 


4.                                       ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF
SHARES.  Subject to the provisions of Article ”1”
hereof, the number and kind of Shares purchasable upon the exercise of this
Warrant and the Exercise Price therefor shall be subject to adjustment from time
to time upon the occurrence of certain events, as follows:


 


(a)                                  RECLASSIFICATION, CONSOLIDATION OR
MERGER.  In case of any reclassification
of the Common Stock (other than a change in par value, or as a result of a
subdivision or combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a consolidation or merger
with another corporation in which the Company is a continuing corporation and
in which the Company’s stockholders immediately preceding such consolidation or
merger own at least 50% of the voting securities of the Company following such
consolidation or merger and which does not result in any reclassification of
the Shares issuable upon exercise of this Warrant), or in case of any sale of
all or substantially all of the assets of the Company, the Company, or such
successor or purchasing corporation as the case may be, shall execute a new
Warrant, providing that the holder of this Warrant shall have the right to
exercise such new Warrant, and procure upon such exercise and payment of the
same aggregate Exercise Price, in lieu of the Shares of Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change, consolidation, sale of all or substantially


 


2





















 


all
of the Company’s assets or merger by a holder of an equivalent number of shares
of Common Stock.  Such new Warrant shall
provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Paragraph “a” of this Article ”4”
of this Warrant.  The provisions of this
Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to
successive reclassifications, consolidations, mergers, sales, leases or
conveyances.


 


(b) STOCK SPLITS, DIVIDENDS AND
COMBINATIONS.  In the event that the
Company shall at any time subdivide the outstanding shares of Common Stock, or
shall issue a stock dividend on its outstanding shares of Common Stock, the
number of Shares issuable upon exercise of this Warrant immediately prior to
such subdivision or to the issuance of such stock dividend shall be
proportionately increased, and the Exercise Price shall be proportionately
decreased, and in the event that the Company shall at any time combine the
outstanding shares of Common Stock, the number of Shares issuable upon exercise
of this Warrant immediately prior to such combination shall be proportionately
decreased, and the Exercise Price shall be proportionately increased, effective
at the close of business on the date of such subdivision, stock dividend or
combination, as the case may be.


 


5.                                       REGISTRATION. 
As more fully provided in Paragraph 13, if the Company shall at
any time seek to register or qualify any of its capital stock or the securities
holdings of any of its controlling shareholders, on each such occasion it shall
include all of the Holder’s shares in such registration or qualification at the
Company’s expense.  The Company shall
keep the registration effective until such time as the Holder has sold its
shares.


 


6.                                       ANTIDILUTION.


 


(a)                                  If, while this Warrant is outstanding, the
Company effects a subdivision of the outstanding Common Stock, the Exercise
Price then in effect shall be proportionately decreased and the number of
Shares issuable upon exercise of this Warrant shall be increased in proportion
to such increase of outstanding Common Stock, and conversely, if, while this
Warrant is outstanding, the Company combines the outstanding Common Stock, the
Exercise Price then in effect shall be proportionately increased and the number
of Shares issuable upon exercise of this Warrant shall be decreased in
proportion to such decrease in outstanding Common Stock.  Any adjustment under this Article ”6”
shall become effective as of the record date for such event.  For purposes of this Article, a stock
dividend shall be considered a split.


 


(b)                                 All calculations under this Article ”6”
shall be made to the nearest cent or to the nearest one-hundredth of a share,
as the case may be.


 


(c)                                  In any case in which this Article ”6”
shall require that an adjustment in the number of Shares be made effective as
of a record date for a specified event, the Company may elect to defer, until
the occurrence of such event, issuing to the Holder, if the Holder exercised
this Warrant after such record date, the Shares, if any, issuable upon such
exercise over and above the number of Shares issuable upon such exercise on the
basis of the number of shares of Common Stock in effect prior to such
adjustment provided, however, that the Company shall deliver to the Holder a
due bill or other appropriate instrument evidencing the Holder’s right to


 


3





















 


receive
such additional shares of Common Stock upon the occurrence of the event
requiring such adjustment.


 


(d)                                 Whenever there shall be an adjustment as
provided in this Article ”6”, the Company shall within fifteen (15) days
thereafter cause written notice thereof to be sent to the Holder pursuant to
Paragraph “c” of Article ”16”, which notice shall be accompanied by an
officer’s certificate setting forth the number of Shares issuable and the
Exercise Price thereof after such adjustment and setting forth a brief
statement of the facts requiring such adjustment and the computation thereof,
which officer’s certificate shall be conclusive evidence of the correctness of
any such adjustment absent manifest error.


 


(e)                                  The Company shall not be required to issue
fractions of shares of Common Stock or other capital stock of the Company upon
the exercise of this Warrant.  If any
fraction of a share of Common Stock would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall pay lieu of such
fraction an amount in cash equal to the same fraction of the current market
price on the date of the exercise of this Warrant.


 


(f)                                    No adjustment in the Exercise Price per
Warrant shall be required if such adjustment is less than $.01; provided,
however, that any adjustments which by reason of this Article ”6” are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment.


 


7.                                       NOTICES.  
Upon any adjustment of the Exercise Price and any increase or decrease
in the number of Shares purchasable upon the exercise of this Warrant in
accordance with Article ”4” hereof, then, and in each such case, the
Company, within thirty (30) days thereafter, shall give notice pursuant to
Paragraph “c” of Article ”15” of this Warrant, which notice shall state
the Exercise Price as adjusted and, if applicable, the increased or decreased
number of Shares purchasable upon the exercise of this Warrant, setting forth
in reasonable detail the method of calculation of each.


 


7.                                       CONDITION OF EXERCISE OF WARRANT.


 


(a)                                  Unless exercised pursuant to an effective
registration statement under the Act which includes the Shares so exercised, it
shall be a condition to any exercise of this Warrant that the Company shall
have received, at the time of such exercise, a representation in writing from
the recipient that the Shares being issued upon exercise, are being acquired
for investment and not with a view to any sale or distribution thereof.


 


(b)                                 Each certificate evidencing the Shares issued
upon exercise of this Warrant, shall be stamped or imprinted with a legend
substantially in the following form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION
WITH, ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE


 


4





















 


“ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


Subject
to this Article ”8”, the Company may instruct its transfer agent not to
register the transfer of all or a part of this Warrant, or any of the Shares,
unless one of the conditions specified in the above legend is satisfied.


 


9.                                       FRACTIONAL SHARES.  No fractional shares of Common Stock will be
issued in connection with any exercise hereunder, but in lieu of such
fractional shares the Company shall make a cash payment therefor upon the basis
of the Exercise Price then in effect.


 


10.                                 REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.  The Company represents and
warrants to the Holder as follows:


 


(a)                                  This Warrant has been duly authorized and
executed by the Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms;


 


(b)                                 The Shares have been duly authorized and
reserved for issuance by the Company and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable;


 


(c)                                  The rights, preferences, privileges and
restrictions granted to or imposed upon the Shares and the holders thereof are
as set forth in the Company’s Certificate of Incorporation, a true and complete
copy of which has been delivered to the original Holder of this Warrant; and


 


(d)                                 The execution and delivery of this Warrant
are not, and the issuance of the Shares upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with the Company’s
Certificate of Incorporation or Bylaws, as amended.


 


11.                                 REPRESENTATIONS AND WARRANTIES BY THE
HOLDER.  The Holder represents and
warrants to the Company as follows:


 


(a)                                  This Warrant is being acquired for its own
account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Act.  Upon exercise of this Warrant, the
Holder shall, if so requested by the Company, confirm in writing, in a form
reasonably satisfactory to the Company, that the Shares issuable upon exercise
of this Warrant are being acquired for investment and not with a view toward
distribution or resale.


 


(b)                                 The Holder understands that the Warrant and
the Shares have not been registered under the Act by reason of their issuance
in a transaction exempt from the registration and prospectus delivery
requirements of the Act pursuant to Section 4(2) thereof, and that
they must


 


5





















 


be
held by the Holder indefinitely, and that the Holder must therefore bear the
economic risk of such investment indefinitely, unless a subsequent disposition
thereof is registered under the Act or is exempted from such registration.


 


(c)                                  The Holder has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks of the purchase of this Warrant and the Shares purchasable pursuant
to the terms of this Warrant and of protecting its interests in connection
therewith.


 


(d)                                 The Holder is able to bear the economic risk
of the purchase of the Shares pursuant to the terms of this Warrant.


 


12.                                 RIGHTS OF STOCKHOLDERS.  No holder of this Warrant shall be entitled,
as a warrant holder, to vote or receive dividends or be deemed the holder of
Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value, consolidation, merger, conveyance, or otherwise) or
to receive notice of meetings, or to receive dividends or subscription rights
or otherwise until the Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have become deliverable, as provided
herein.


 


13.                                 REGISTRATION.


 


(a)                                   If
the Company shall at any time seek to register or qualify any of its common
stock or the securities holdings of any of its controlling shareholders, on
each such occasion it shall, without cost or expense, include all of the Holder’s
shares in such registration or qualification. 
The Company shall keep the registration effective until such time as the
Holder has sold its shares or the shares are eligible to be transferred without
restriction pursuant to the provisions of Rule 144(k) which was
promulgated by the Securities and Exchange Commission pursuant to §4(1) of
the Securities Act of 1933, as amended. 
The Company agrees to provide an opinion of counsel with respect to any
sales of the shares by the Holder if such sale is permissible under Rule 144(k).


 


(b)                                  All expenses in connection with preparing and
filing any registration statement under Paragraph “(a)” of this Article ”14”
of this Agreement shall be borne in full by the Company; provided, however,
that the holder shall pay any and all underwriting commissions and expenses and
the fees and expenses of any legal counsel selected by the holder to represent
him with respect to the sale of the Securities.


 


14.                                 OPINIONS. 
The Company agrees that at such time as this Warrant or the Shares may
be sold under Rule 144 it will (i) immediately take all actions
necessary or reasonably requested by Holder so that such persons may sell such
securities under Rule 144 or 144(k), if applicable,


 


6





















 


including,
but not limited to, delivering or causing to be delivered a legal opinion to
the Company’s transfer agent and (ii) not directly or indirectly take or
fail to take any actions to prevent such sale. 
The Company shall, at its cost, provide the appropriate opinion letters
to be issued by the Company’s counsel in compliance with the provisions of Rule 144
with respect to the transfer or sale of the Shares, if such transfer or sale is
permissible under Rule 144. 
Furthermore, the Company shall notify its transfer agent that Eaton &
Van Winkle, LLP is authorized to issue said opinion letters.


 


15.                                 MISCELLANEOUS.


 


(a)                                  Headings contained in this Warrant are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Warrant.


 


(b)                                  If any provision which is contained in this
Warrant should, for any reason, be held to be invalid or unenforceable in any
respect under the laws of any jurisdiction, such invalidity or unenforceability
shall not affect any other provision of this Warrant and this Warrant shall be
construed as if such invalid or unenforceable provision had not been contained
herein.


 


(c)                                   Any notice or other communication required or
permitted hereunder shall be sufficiently given if sent by (i) mail by (a) certified
mail, postage prepaid, return receipt requested and (b) first class mail,
postage prepaid (ii) overnight delivery with confirmation of delivery or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid,
addressed as follows:


 


	
  To the Holder:

  	
  Trinity Financing Investments Corporation

  
	
   

  	
  420
  east 55th Street

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Attn: Trinity Bui, President

  
	
   

  	
  Fax No.: (212) 755-9309

  
	
   

  	
   

  
	
  With a copy to:

  	
  Eaton & Van Winkle, LLP

  
	
   

  	
  3Park Avenue

  
	
   

  	
  New York, NY 10016

  
	
   

  	
  Attn: Vincent J. McGill, Esq.

  
	
   

  	
  Fax No.: (212) 779 9928

  
	
   

  	
   

  
	
  To the Company:

  	
  POWER 3 MEDICAL
  PRODUCTS, INC.

  
	
   

  	
  3400 Research
  Forest Drive

  
	
   

  	
  The Woodlands,
  Texas 773817000

  
	
   

  	
  Attn: Steven B. Rash

  
	
   

  	
  Fax No.: 281-466-1481

  



 


7





















 


	
  With a copy to:

  	
  Sichenzia Ross Friedman Ference LLP

  
	
   

  	
  1065 Avenue of the Americas

  
	
   

  	
  New York, NY 10018

  
	
   

  	
  Fax No.:212-930-9725

  
	
   

  	
  Attn:

  	
  Darrin M. Ocasio, Esq.

  



 


or in each case to such
other address and facsimile number as shall have last been furnished by like
notice.  If all of the methods of notice
set forth in this Paragraph “(c)” of this Article of this Warrant are
impossible for any reason, notice shall be in writing and personally delivered
to the aforesaid addresses.  Each notice
or communication shall be deemed to have been given as of the date so mailed or
delivered as the case may be; provided, however, that any notice sent by
facsimile shall be deemed to have been given as of the date so sent if a copy
thereof is also mailed by first class mail on the date sent by facsimile.  If the date of mailing is not the same as the
date of sending by facsimile, then the date of mailing by first class mail
shall be deemed to be the date upon which notice is given; provided further,
however, that any notice sent by overnight delivery shall be deemed to have
been given as of the date of delivery.


 


(d)                                 This Warrant shall in all respects be
construed, governed, applied and enforced in accordance with the laws of the
State of New York applicable to contracts made and to be performed therein,
without giving effect to the principles of conflicts of law.  The parties hereby consent to and irrevocably
and exclusively submit to personal jurisdiction over each of them by the Courts
of the State of New York in any action or proceeding, irrevocably waive trial by
jury and personal service of any and all process and specifically consent that
in any such action or proceeding, any service of process may be effectuated
upon any of them by certified mail, return receipt requested, in accordance
with Paragraph “(c)” of this Article ”16” of this Warrant.  In the event Trinity Financing commences
legal action to enforce any of the terms of this Agreement, AOGS shall pay all
legal fees and costs incurred by Trinity Financing with respect to this
Agreement.


 


(e)                                  Each of the parties further acknowledges and
agrees that (i) each has been advised by counsel during the course of
negotiations; (ii) each counsel has had significant input in the
development of this Agreement and (iii) this Agreement shall not,
therefore, be construed more strictly against any party responsible for its
drafting regardless of any presumption or rule requiring construction
against the party whose attorney drafted this agreement.


 


(f)                                    This Warrant and all documents and
instruments referred to herein (i) constitute the entire agreement and supersede
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof and thereof, and (ii) are
not intended to confer upon any person other than the parties hereto any rights
or remedies hereunder.


 


(g)                                 The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Warrant and the
intents and purposes hereof.


 


(h)                                 This Warrant shall be binding upon and
inure to the benefit of the parties hereto and their heirs, executors,
administrators, personal representatives, successors and assigns.


 


8





















 


(i)                                     Except
as otherwise expressly provided herein, no waiver of any covenant, condition,
or provision of this Warrant shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and (i) the
failure of any party to insist in any one or more cases upon the performance of
any of the provisions, covenants or conditions of this Warrant or to exercise
any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants or conditions, (ii) the
acceptance of performance of anything required by this Warrant to be performed
with knowledge of the breach or failure of a covenant, condition or provision
hereof shall not be deemed a waiver of such breach or failure, and (iii) no
waiver by any party of one breach by another party shall be construed as a
waiver of any other or subsequent breach.


 


(j)                                     This
Warrant may not be changed, modified, extended, terminated or discharged
orally, but only by an agreement in writing, which is signed by the Payor and
the Payee of this Warrant.


 


(k)                                  All
Exhibits annexed or attached to this Warrant are incorporated into this Warrant
by reference thereto and constitute an integral part of this Warrant.


 


(l)                                     The
provisions of this Warrant shall be deemed separable.  Therefore, if any part of this Warrant is
rendered void, invalid or unenforceable, such rendering shall not affect the
validity or enforceability of the remainder of this Warrant.


 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be signed by its duly authorized officer.


 


Issued this  
day of November, 2005.


 


	
   

  	
  POWER 3 MEDICAL PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Accepted:

  	
   

  
	
   

  	
   

  
	
  Trinity Financing Investments Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Trinity Bui, President

  	
   

  
								



 


9





















 


EXHIBIT A


 


NOTICE OF EXERCISE


 


To:
POWER 3 MEDICAL PRODUCTS, INC


 


Attention:
Chief Financial Officer


 


1.  The
undersigned hereby elects to purchase                  
shares of Common Stock of POWER 3 MEDICAL PRODUCTS, INC pursuant to the terms of this Warrant, and
tenders herewith payment of the purchase price of such shares in full.


 


2.  Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below:


 


	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  



 


3.  The
undersigned hereby represents and warrants that the aforesaid shares of Common
Stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale, in connection with the distribution thereof,
and that the undersigned has no present intention of distributing or reselling
such shares and all representations and warranties of the undersigned set forth
in the attached Warrant are true and correct as of the date hereof.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  ,

  	
   

  	
   

  
									



 


10