Exhibit 10.2


SUBSCRIPTION
AGREEMENT


Acusphere,
Inc.

500 Arsenal Street

Watertown, MA 02472


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 Shares attached hereto as Annex I
(collectively, this “Agreement”)
is made as of the date set forth below between Acusphere, 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 7,694,220 units (the “Units”), each consisting of (i) one share (the “Share,” collectively the “Shares”)
of its common stock, par value $0.01 per share (the “Common Stock”) and (ii) one warrant (the “Warrant,” collectively the “Warrants”)
to purchase 0.4 shares of Common Stock (and the fractional amount being the “Warrant Ratio”), subject to adjustment by the Company’s
Board of Directors, or a committee thereof, for a purchase price of $2.60 per
Unit (the “Purchase Price”), reflecting a price of
$2.60 per Share and $0.00 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.”


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), that have been or will be filed with the Commission
and delivered to the Investor on or prior to the date hereof and (3) a
Prospectus Supplement (the “Prospectus
Supplement” and together with the Base Prospectus, the “Prospectus”) containing certain
supplemental information regarding the Securities 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) along with the Company’s counterpart to this
Agreement.


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 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 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
the Investor on Exhibit A annexed hereto) with the Depository Trust
Company (“DTC”) through its Deposit/Withdrawal At
Custodian (“DWAC”) system, whereby the Investor’s
prime broker shall initiate a DWAC transaction on the Closing Date using its
DTC participant identification number and released by American Stock Transfer
& Trust Company, 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:


JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: Acusphere, Inc.

Account Number:  304950270


— 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 Cowen and Company, LLC (“Cowen”) identified by the Investor and
simultaneously therewith payment shall be made by Cowen by 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 COWEN OF THE ACCOUNT
OR ACCOUNTS AT COWEN TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR,
AND


(II)        CONFIRM
THAT THE ACCOUNT OR ACCOUNTS AT COWEN 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.



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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 NASD 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 final Base Prospectus,
dated August 31, 2006, which is a part of the Company’s Registration Statement,
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 and the Prospectus
Supplement (or the filing by the Company of an electronic version thereof with
the Commission) along with the Company’s counterpart to this Agreement.


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 Company has accepted such offer by countersigning a copy of
this Agreement, and any such offer may be withdrawn or revoked by the Investor,
without obligation or commitment of any kind, at any time prior to the Company
(or the Placement Agent 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 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: June   , 2007

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  INVESTOR

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
								






 


	
  Agreed and Accepted

  this   day of June, 2007:

  	
   

  	
   

  	
   

  
	
  ACUSPHERE, INC.

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
					



 



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ANNEX I


TERMS AND
CONDITIONS FOR PURCHASE OF UNITS


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 consist of
the Shares and the Warrants.


2.             Agreement
to Sell and Purchase the Shares; 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          Investor
acknowledges that the Company has agreed to pay Cowen and Company, LLC (“Cowen” 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 June 11, 2007 (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.


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 



 5
 









 


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)           DWAC
Delivery.  If the Investor elects to
settle the Shares purchased by such Investor through DTC’s Deposit/Withdrawal
at Custodian (“DWAC”) delivery system, 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 the date hereof, by and among the Company, the
Placement Agent and JPMorgan Chase Bank, N.A. (the “Escrow
Agent”):


JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: Acusphere, Inc.

Account Number:  304950270


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.  The Placement Agent shall have no rights in
or to any of the escrowed funds, unless the Placement Agent and the Escrow
Agent are notified in writing by the Company in connection with the Closing
that a portion of the escrowed funds shall be applied to the Placement
Fee.  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 DTC, no later than one (1) business day after the execution
of this Agreement by the Investor and 



 6
 









 


the
Company, the Investor shall confirm that the account or
accounts at Cowen 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.


3.4          Delivery of
Shares.


(a)           DWAC Delivery.  If the Investor elects to settle the Shares
purchased by such Investor through DTC’s DWAC delivery system, 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 DWAC instructing American Stock Transfer & Trust Company,
the Company’s transfer agent, to credit such account or accounts with the
Shares.  Such DWAC instruction 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 Cowen of the account or accounts at Cowen 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 Cowen identified by
Investor and simultaneously therewith payment shall be made by Cowen by 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 the Disclosure Package and the documents incorporated by
reference therein.



 7















 


4.2          (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 or the Prospectus Supplement.


4.3          (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, it 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
Units 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:

  	
   

  	
   

  
	
  

  	
  Acusphere, Inc.
  Street

  	
   

  	
   

  
	
   

  	
  500 Arsenal

  	
   

  	
   

  
	
   

  	
  Watertown, MA
  02472

  	
   

  	
   

  
	
   

  	
  Attention: John
  F. Thero

  	
   

  	
   

  
	
   

  	
  Facsimile: (617)
  926-3605

  	
   

  	
   

  
	
   

  	
  with copies to:

  	
   

  	
   

  
	
   

  	
  Goodwin Procter,
  LLP

  	
   

  	
   

  
	
   

  	
  53 State Street

  	
   

  	
   

  
	
   

  	
  Boston, MA 02109

  	
   

  	
   

  
	
   

  	
  Attention:
  Lawrence S. Wittenberg, Esq.

  	
   

  	
   

  
	
   

  	
  Facsimile: (617)
  523-1231

  	
   

  	
   

  



 


(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 



 9
 









 


one
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 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 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 disclosing the material terms of 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


ACUSPHERE, 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: