Exhibit 10.103


 


THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY
THE SECURITIES REGULATORY AUTHORITY OF ANY OTHER JURISDICTION, NOR HAS ANY
COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.  THE SHARES MAY NOT
BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.  INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


SUBSCRIPTION AGREEMENT


Series A-1 Preferred Stock


 


VCAMPUS CORPORATION


 


1.                                       Subscription.  VCampus Corporation (the “Company”) is
authorized to issue and sell up to 5,000 shares of its Series A-1
Convertible Preferred Stock (the “Series A-1 Preferred Stock”), having
substantially the rights, preferences, privileges and restrictions set forth in
the Certificate of Designations of the Series A-1 Preferred Stock in
substantially the form attached hereto as Exhibit A. The
undersigned (hereinafter referred to as “Subscriber”) hereby subscribes for and
agrees to purchase the number of shares of Series A-1 Preferred Stock of
VCampus Corporation (the “Company”), par value $0.01 per share, set forth on
the signature page hereto (the “Shares”) in consideration for payment by
the Subscriber of a per Share purchase price of $1,000 (the “Purchase Price”)
pursuant to this Subscription Agreement (the “Agreement”).  The Subscriber herewith tenders the entire
amount of such purchase price by check or wire transfer payable to the order of
the Company.


 


The Subscriber acknowledges that at the time of
issuance the Common Stock will not be registered under the Securities Act of
1933 (the “Act”), in reliance upon an exemption from registration contained in
the Act, and that the Company’s reliance upon such exemption is based, at least
partially, on the Subscriber’s representations and warranties contained in this
Subscription Agreement.


 


2.                                       Acceptance
or Rejection of Subscription. 
Subscriber acknowledges and agrees that this subscription shall not be
effective until accepted in writing by the Company, and that the Company
reserves the right to reject this subscription in whole or in part.  The Company is raising capital through the
sale of up to approximately 5,000 Shares through one or more offerings,
although it reserves the right to sell any number of shares less than the 5,000
shares authorized.  Subscriptions may be
rejected for insufficient documentation or for such other


 





















 


reason as the Company may
determine, in its sole discretion, to be in the best interests of the
Company.  The Company, in its sole discretion,
reserves the right to close this offering at any time.  In the event the Subscriber’s subscription is
accepted by the Company, (the “Closing”) Subscriber’s Shares shall be issued as
of the date specified by the Company at the time of acceptance.


 


3.                                       Warrants.  Subscriber shall receive 5-year warrants,
(the “Warrants”) in substantially the form attached hereto as Exhibit B,
to purchase a number of shares of Common Stock equal to 75% of the total number
of shares of common stock issuable upon conversion of the Shares purchased
hereunder at an exercise price equal to the then applicable Conversion Price of
the Shares.


 


4.                                       Registration
Rights.  The shares of common stock
issuable upon conversion of the Shares purchased hereunder (the “Conversion
Shares”), together with the shares issuable upon exercise of the Warrants (the “Warrant
Shares”), shall have registration rights pursuant to the Registration Rights
Agreement attached hereto as Exhibit C.


 


5.                                       Subscriber’s
Representations and Warranties. 
Subscriber represents, warrants, acknowledges and agrees to the
following.


 


a.                                       Subscriber
is a resident of the state indicated on the signature page hereof, is
legally competent to execute this Agreement, and:


 


(i)                                     if
Subscriber is an individual, has his or her principal residence in such state
and is at least 21 years of age; or


 


(ii)                                  if
Subscriber is a corporation, partnership, trust or other form of business
organization, has its principal office in such state; or


 


(iii)                               if
Subscriber is a corporation, partnership, trust or other form of business
organization, Subscriber has not been organized for the specific purpose of
acquiring the Shares.


 


b.                                      This
Agreement is and shall be irrevocable, except that the Subscriber shall have no
obligations hereunder in the event that the subscription is not accepted by the
Company in whole or in part.


 


c.                                       The
Subscriber has read this Agreement carefully and, to the extent believed
necessary, has discussed the representations, warranties and agreements and the
applicable limitations upon the Subscriber’s resale of the Shares, the
Conversion Shares and Warrant Shares with counsel.


 


d.                                      The
Subscriber understands that no federal or state agency has made any finding or
determination regarding the fairness of this offering, or any recommendation or
endorsement of this offering.


 


2





















 


e.                                       The
Subscriber is an “accredited investor” as defined in Rule 501 of
Regulation D promulgated under the Act. Entities that are accredited investors
under Rule 501 include, among others, certain banks, savings and loan
associations, registered securities broker-dealers, insurance companies,
registered investment companies and trusts. 
Individuals that are accredited investors under Rule 501 include,
among others, any natural person whose individual net worth, or joint net worth
with that person’s spouse, exceeds $1 million; or who had income in excess of
$200,000 in each of the two most recent years or joint income with that person’s
spouse in excess of $300,000 in each of those years and who has a reasonable
expectation of reaching the same income level in the current year.


 


f.                                         The
Subscriber has received from the Company or others and has read copies of the
Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”),
and has had an adequate opportunity to ask questions of and receive answers
from the Company regarding these documents (the “SEC Filings”).


 


g.                                      The
Subscriber represents that the Subscriber, if an individual, has adequate means
of providing for his/her current needs and personal and family contingencies
and has no need for liquidity in his/her investment in this offering.


 


h.                                      The
Subscriber is financially able to bear the economic risk of this investment,
including the ability to afford holding the Shares, the Conversion Shares, the
Warrants and Warrant Shares (collectively, the “Securities”) for an indefinite
period, or to afford a complete loss of its investment.


 


i.                                          The
Subscriber is purchasing the Securities for the Subscriber’s own account, and
not for the purpose of reselling or otherwise participating, directly or
indirectly, in a distribution of the Securities, and shall not make any sale,
transfer or other disposition of any portion of the Securities purchased hereby
without registration under the Act and any applicable securities act of any
state or unless an exemption from registration is available under such acts.


 


j.                                          The
Subscriber’s overall commitment to investments that are not readily marketable
is not disproportionate to the Subscriber’s net worth, and the Subscriber’s
investment in the Securities will not cause such overall commitment to become
excessive.


 


k.                                       The
Subscriber understands that an investment in the Securities is a highly
illiquid investment, and that, the Subscriber will have to bear the economic
risk of the investment indefinitely (or at least until such shares may become
registered for resale as provided under this Agreement) because the Securities
have not been registered under the Act and are being issued pursuant to a
private placement exemption under Regulation D, on the grounds that no public
offering is involved.  Therefore, the
Securities cannot be offered, sold, transferred, pledged or otherwise disposed
of to any person, unless either it is subsequently registered under the Act and
applicable state securities laws or an exemption from registration is available
and the Subscriber obtains a favorable opinion of the Company’s counsel to that
effect.


 


3





















 


l.                                          Prior
to registration of the Shares by the Company pursuant to Section 4 hereof
or the availability of another exemption that might be available to the
Subscriber, the Subscriber understands that the provisions of Rule 144
promulgated under the Act are not available for at least one (1) year to
permit resale of the Securities, and there can be no assurance that the
conditions necessary to permit routine sales of the Securities under Rule 144
will ever be satisfied, and, if Rule 144 should become available, routine
sales made in reliance on its provisions could be made only in limited amounts
and in accordance with the terms and conditions of the Rule.  The Subscriber further understands that in
connection with sales for which Rule 144 is not available, compliance with
some other registration exemption will be required, which may not be available.


 


m.                                    The
Subscriber understands and agrees that stop transfer instructions will be given
to the Company’s transfer agent or the officer in charge of its stock records
and noted on the appropriate records of the Company to the effect that the
Securities may not be transferred out of the Subscriber’s name unless either
the Securities become registered for resale under the Act or it is established
to the satisfaction of counsel for the Company that an exemption from the
registration provisions of the Act and applicable state securities laws is
available therefor.  The Subscriber
further agrees that there will be placed on the certificates for the Shares and
Warrant Shares, or any substitutions therefore, a legend stating in substance
as follows, that the Subscriber understands and agrees that the Company may
refuse to permit the transfer of the stock out of its name and that the stock
must be held indefinitely in the absence of compliance with the terms of such
legend.  The Company agrees to remove the
following restrictive legend from the certificates, within five (5) business
days following written request from the Subscriber, promptly following the
effectiveness of the Registration Statement covering the resale of the
Conversion Shares and Warrant Shares and provided the Subscriber certifies that
it will thereafter sell the common stock evidenced by such unlegended
certificates only pursuant to the final prospectus as permitted under the
Registration Rights Agreement or pursuant to Rule 144 or other available
exemption.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE
OF SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL
(WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSFER MAY BE MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS AND REGULATIONS.


 


n.                                      The
Subscriber has been given the opportunity to review the Company’s SEC Filings,
and to ask questions of, and receive answers from, Company representatives
concerning the Company and the terms and conditions of the offering and to
obtain such other information as the Subscriber desires in order to evaluate an
investment in the Securities.


 


4





















 


o.                                      The
Subscriber did not learn of the investment in the Securities as a result of any
public advertising or general solicitation.


 


6.                                       Company
Representations and Warranties. 
Except as disclosed in the Company’s SEC Filings, the Company represents
and warrants to the Subscriber as follows:


 


a.                                       Organization and Standing.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
and has all requisite corporate power and authority to own and operate its
properties and assets and to carry on its business as now conducted.  The Company is duly qualified and authorized
to do business, and is in good standing as a foreign corporation, in Virginia
and in each other jurisdiction where the nature of its activities and of its
properties makes such qualification necessary, except where a failure to do so
would not have a material adverse effect on the Company.


 


b.                                      Capitalization.  The authorized and outstanding capital of the
Company, as of immediately prior to filing of the Certificate of Designation of
the Series A-1 Preferred Stock, consisted of:  171,586 shares of undesignated and unissued
Preferred Stock, $0.01 par value per share; and 36,000,000 shares of Common
Stock, $0.01 par value per share, 9,587,358 of which were issued and
outstanding.


 


All of the outstanding shares of Common Stock and
Preferred Stock that have been duly authorized and validly issued are fully
paid and nonassessable and were issued in compliance with all applicable
federal and state securities laws.  The
Company has duly and validly reserved the Conversion Shares, the Shares and
Warrant Shares for issuance as contemplated hereby.  Except as disclosed in the SEC Filings
(including the right of first refusal in favor of the March 2004 investors
that does not apply to this financing), there are no outstanding rights of
first refusal, preemptive rights or other rights, options, warrants, conversion
rights or other agreements, either directly or indirectly, for the purchase or
acquisition from the Company of any shares of its capital stock.


 


c.                                       Authorization.  Except to the extent as may be required under
Nasdaq Marketplace Rules to permit conversion in full of the Conversion
Shares and Warrant Shares, all corporate action on the part of the Company and
its directors and stockholders necessary for the authorization, execution and
delivery of this Agreement, the performance of all the Company’s obligations
hereunder and thereunder, and the authorization, issuance, sale and delivery of
the Securities has been taken.  This
Agreement, when executed and delivered by the Company and the respective other
parties thereto, shall constitute a valid and legally binding obligation of the
Company enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors, rules and
laws governing specific performance, injunctive relief and other equitable
remedies.


 


d.                                      Validity of the Shares.  The Shares, when issued pursuant to the terms
of this Agreement (and the Conversion Shares and Warrant Shares, when issued
pursuant to the terms of the Certificate of Designations of the Series A-1
Preferred Stock and pursuant to the Warrants, respectively), will be validly
issued, and fully paid and nonassessable and will be free


 


5





















 


of any liens or
encumbrances; provided, however, that the Securities will be subject to
restrictions on transfer under state and/or federal securities laws as set
forth herein.


 


e.                                       Compliance with Other Instruments.  The Company is not in violation of any
provisions of its Certificate of Incorporation or its Bylaws as amended, or of
any provisions of any material agreement or any judgment, decree or order by
which it is bound or any statute, rule or regulation applicable to the Company.  Subject to the compliance with such filings
as may be required to be made with the SEC, the National Association of
Securities Dealers, Inc. (the “NASD”) and certain state securities
commissions and except with respect to shareholder approval that might be
deemed to be required under Nasdaq Marketplace Rules, the execution, delivery
and performance of this agreement and the issuance and sale of the Shares
pursuant hereto, will not result in any such violation or be in conflict with
or constitute a default under any such provisions or result in the creation of
any mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company.


 


f.                                         Governmental Consents.  All consents, approvals, orders or
authorization of, or registrations, qualifications, designations, declarations
or filings with, any federal or state governmental authority on the part of the
Company required in connection with the valid execution and delivery of this
agreement, the offer, sale or issuance of the Shares, or the consummation of
any other transaction contemplated hereby, have been obtained (other than
post-sale filings pursuant to applicable state and federal securities law).


 


g.                                      Accuracy of Reports.  The SEC Filings required to be
filed by the Company within the year prior to the date of this Agreement under
the Securities Exchange Act of 1934 have been duly filed, were in substantial
compliance with the requirements of their respective forms, were complete and
correct in all material respects as of the dates at which the information was
furnished, and contained (as of such dates) no untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.


 


h.                                      Disclosure.  No
representation or warranty of the Company contained in this Agreement contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading.


 


i.                                          Financial Statements and Commission Filings; Undisclosed Liabilities.


 


(1)                                  Included
in the Company’s Annual Report on Form 10-K for the year ended December 31,
2004 (the “2004 10-K”) are true and complete copies of the audited consolidated
balance sheets (the “Balance Sheets”) of the Company as of December 31,
2003 and 2004, and the related audited statements of income, changes in
stockholders’ equity and cash flows for the years ended December 31, 2002,
2003 and 2004 (the “Financial Statements”), accompanied by the reports of the
Company’s auditors.  The Financial
Statements have been prepared in accordance with United States generally
accepted accounting principles (“GAAP”), applied consistently with the past
practices of the Company (except as may be indicated in the notes thereto), and
as of their respective dates, fairly present, in all material respects, the


 


6





















 


consolidated financial
position of the Company and the results of its operations as of the time and
for the periods indicated therein.  The
Company keeps proper accounting records in which all material assets and liabilities
and all material transactions of the Company are recorded in conformity with
GAAP.


 


(2)                                  As
of their respective filing dates, the financial statements of the Company
included in the SEC Filings required to be filed by the Company within the year
prior to the date of this Agreement complied as to form in all material
respects with then applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, were prepared in accordance with
GAAP, applied consistently with the past practices of the Company, and as of
their respective dates, fairly presented in all material respects the financial
position of the Company and the results of its operations as of the time and
for the periods indicated therein (except as may be indicated in the notes thereto
or, in the case of the unaudited statements, as permitted by Form 10-Q,
and Regulations S-K and S-X of the SEC).


 


(3)                                  Since
December 31, 2004, neither the Company nor any of the Company’s
Subsidiaries has incurred any liabilities or obligations of any nature, whether
or not accrued, absolute, contingent or otherwise, other than liabilities (i) disclosed
in the SEC Filings filed prior to the date of this Agreement, (ii) adequately
provided for in the Balance Sheets or disclosed in any related notes thereto, (iii) not
required under GAAP to be reflected in the Balance Sheets, or disclosed in any
related notes thereto, (iv) incurred in connection with this Agreement, or
(v) incurred in the ordinary course of business.


 


j.                                          Litigation.  Except as
set forth in the Company’s SEC Filings, there are no claims, actions, suits,
investigations or proceedings pending or, to the Company’s knowledge,
threatened proceedings against the Company or its assets, at law or in equity,
by or before any governmental authority, or by or on behalf of any third party.


 


k.                                       Investment Company. 
The Company is not, and following the Closing of the transactions
contemplated hereunder will not be, an “investment company” within the meaning
of that term under the Investment Company Act of 1940, as amended, and the rules and
regulations of the SEC.


 


l.                                          Listing and Maintenance Requirements Compliance.  Except as disclosed in the Company’s SEC
Filings, the Company has not received notice (written or oral) from any stock
exchange or market on which the Common Stock is listed to the effect that the
Company is not in compliance with the continuing listing or maintenance
requirements of the exchange or market.


 


m.                                    Compliance.  The Company is in compliance
in all material respects with all applicable laws (including the Sarbanes-Oxley
At of 2002 and the rules promulgated thereunder) and all orders of, and
agreements with, any governmental authority applicable to the Company or any of
its assets.  The Company has all permits,
certificates, licenses, approvals and other authorizations required under
applicable laws or necessary in connection with the conduct


 


7





















 


of its
businesses, except where the failure to have such permits, certificates,
licenses, approvals and other authorizations would not have a material adverse
effect on the Company.


 


n.                                      No Integrated Offering. 
The Company has not, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security, under circumstances
that would require registration of any of the Securities under the Securities
Act of 1933 or cause this offering of Securities to be integrated with prior
offerings of securities by the Company for purposes of the Securities Act of
1933; nor will the Company take any action or steps that would require
registration of the Securities under the Securities Act of 1933 or cause the
offering of the Securities to be integrated with other offerings in a manner
that would require such registration.


 


o.                                      Material Non-Public Information.  The Company has not disclosed to the
Subscriber any material non-public information that (i) if disclosed,
would reasonably be expected to have a material effect on the price of the
Company’s common stock or (ii) according to applicable law, rule or
regulation, should have been disclosed publicly by the Company prior to the
date hereof, but which has not been so disclosed.


 


p.                                      Valid Private Placement. 
Subject to the accuracy as to factual matters of each Subscriber’s
representations in Section 5 of each Purchase Agreement, the Securities
may be issued to the Subscribers pursuant to the transaction documents without
registration under the Securities Act of 1933 or the securities laws of any
state.


 


7.                                       Assignment.  This Agreement is not transferable or
assignable by the Subscriber.


 


8.                                       Expenses. 
The Company and the Subscriber shall bear their own expenses with
respect to this Agreement and the transactions contemplated hereby.


 


9.                                       Correct
Information.  All information which
the Subscriber has provided concerning the Subscriber or its financial position
and the Subscriber’s knowledge of financial and business matters is correct and
complete as of the date hereof, and if there should be any material change in
such information prior to the Company’s acceptance of the subscription, the
Subscriber will immediately provide the Company with such information.


 


10.                                 Miscellaneous.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by all parties.


 


11.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


12.                                 Form 8-K
Filing.  On or before the fourth
business day following the Closing, the Company shall file a Current Report or Form 8-K
with the SEC describing the material terms of the transactions contemplated by
this Agreement.  Upon the filing of this
required report, to the


 


8





















 


knowledge of the Company,
no Subscriber shall be in possession of material nonpublic information received
from the Company or any of its officers, employees or agents that is not
disclosed in the Form 8-K.


 


13.                                 Injunction Posting of Bond.  In the event a Subscriber shall elect
to convert Shares or part thereof or exercise the Warrant in whole or in part,
the Company may not refuse conversion or exercise based on any claim that such
Subscriber or any one associated or affiliated with such Subscriber has been
engaged in any violation of law, or for any other reason, unless an injunction
from a court, on notice, restraining and or enjoining conversion of all or part
of the Shares or exercise of all or part of such Warrant shall have been sought
and obtained by the Company and the Company has posted a surety bond for the
benefit of such Subscriber in the amount of 130% of the outstanding principal
and dividend with respect to the Shares, or aggregate purchase price of the
Warrant Shares which are sought to be subject to the injunction, which bond
shall remain in effect until the completion of arbitration/litigation of the
dispute and the proceeds of which shall be payable to such Subscriber to the
extent Subscriber obtains judgment.  Notwithstanding the foregoing, if the
Company receives an order restraining it from converting the Shares or issuing
the Warrant Shares from a court or administrative agency of competent
jurisdiction, it shall comply without a bond requirement.


 


14.                                 Buy-In.  In addition to any other rights available to the Subscriber, if
the Company fails to deliver to the Subscriber the Conversion Shares issuable
upon conversion of the Shares by the delivery date set forth in the Series A-1
Certificate of Designations and if after seven (7) business days after
such delivery date the Subscriber purchases (in an open market transaction or
otherwise) shares of common stock to deliver in satisfaction of a sale by such
Subscriber of the common stock which the Subscriber was entitled to receive
upon such conversion (a “Buy-In”),
then the Company shall pay in cash to the Subscriber (in addition to any
remedies available to or elected by the Subscriber) the amount by which (A) the
Subscriber’s total purchase price (including brokerage commissions, if any) for
the shares of common stock so purchased exceeds (B) the aggregate purchase
price amount of the Shares for which such conversion was not timely honored,
together with interest thereon at a rate of 15% per annum, accruing until such
amount and any accrued interest thereon is paid in full (which amount shall be
paid as liquidated damages and not as a penalty).  For example, if the
Subscriber purchases shares of common stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 in
purchase price of the Shares, the Company shall be required to pay the
Subscriber $1,000, plus interest. The Subscriber shall provide the Company
written notice indicating the amounts payable to the Subscriber in respect of
the Buy-In.


 


9





















 


SUBSCRIPTION AGREEMENT SIGNATURE PAGE


 


IN
WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
effective on this the 1st day of December 2005.


 


	
  $                   =
  total payment by Subscriber

  	
   

  
	
   

  	
   

  
	
                       =
  Number of Shares of Series A-1 Preferred Stock purchased

  	
   

  
	
   

  	
   

  
	
  $1,000.00     =
  per share purchase price

  	
   

  
	
   

  	
   

  
	
                       =
  Number of Warrants to be issued to Subscriber

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature of
  Subscriber

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed or typed
  name of Subscriber (in

  	
   

  	
  Address

  
	
  exactly the form
  in which securities are to

  	
   

  
	
  be registered
  and issued)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed
  or Typed Name and Title of person

  	
   

  
	
  signing

  	
   

  
	
   

  	
   

  



 


For
Company Use Only:


 


ACCEPTED
effective on the 8th day of December 2005 on behalf of VCampus Corporation
for            Shares of Series A-1
Preferred Stock.


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title: