EX-10.1






TRANCHE A WARRANT




THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS.
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.



	 	 	 
	Issuer:

Class of Stock:

Issue Date:

Expiration Date:

Warrant No.

	 	The X-Change Corporation

Common Stock

[Insert date of sale]

[Date five (5) years from date of sale]



	
 
	 	 






This Tranche A Warrant (this “Warrant”) is being issued pursuant to that certain Securities
Purchase Agreement dated as of even date herewith (the “Purchase Agreement”) by and among The
X-Change Corporation, a Nevada corporation (the “Company”), and, among others, [Name of Purchaser]
(the “Holder”). The Company and the Holder may hereinafter be referred to individually as a “Party”
or collectively as the “Parties.” All capitalized terms used but not defined herein shall have the
meaning ascribed to such term in the Purchase Agreement.



This Warrant is one of the Tranche A Warrants and Tranche B Warrants (each as defined in the
Purchase Agreement) issued for shares of Common Stock of the Company pursuant to the Purchase
Agreement (collectively, the “Warrant Series”).



1. Number of Shares. In connection with the purchase by Purchaser of a Tranche A Note
(as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Company hereby
grants to the Holder, pursuant to this Warrant, subject to the terms and condition set forth
herein, the right to purchase shares of the Company’s Common Stock (the “Shares”) at a price per
share equal to the Exercise Price set forth in Section 2 below.



2. Exercise Price. The exercise price for the Shares shall be $0.50 per Share, as
adjusted pursuant to Section 6 (the “Exercise Price”).



3. Exercise Period. The Warrant may be exercised (the “Exercise Period”) commencing
on the date set forth above as the Issue Date (the “Issue Date”) set forth above and ending on the
date set forth above as the Expiration Date (the “Expiration Date”).



4. Method of Exercise. This Warrant may be exercised in whole or in part, at any time
or from time to time during the Exercise Period, by surrender of this Warrant and delivery of a
completed Exercise Form attached hereto as Schedule A, duly executed and directed to the
Company at its principal place of business, accompanied by certified funds payable to the Company
in the amount of the appropriate Exercise Price. Upon receipt of the Exercise Form and the
Exercise Price, the Company shall make prompt delivery (in any event within three (3) Business Days
(as defined in the Purchase Agreement) of receipt of the Exercise Form and Exercise Price) of a
certificate evidencing the number of whole Shares to which the Holder may be entitled, and pay to
the Holder, in lieu of issuing any fractional Share, cash in an amount equal to the amount of any
fraction associated with any such fractional Share multiplied by the then effective Exercise Price.
In case of the purchase of less than all the Shares purchasable under this Warrant, the Company
shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like
tenor and date for the balance of the Shares purchasable hereunder.



5. Rights as Stockholder. The Holder shall have no rights as a stockholder of the
Company with respect to any shares of Common Stock subject to the Warrant prior to the exercise of
this Warrant, and then only with respect to those shares of Common Stock actually acquired upon
such due and proper exercise.



6. Adjustment of Exercise Price and Number of Shares. The Exercise Price and the
number of shares of Common Stock (or amount of other securities or property) purchasable upon the
exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of
certain events described in this Section 6.




(a) Subdivision or Combination of Stock. If the Company shall effect a stock
dividend or stock split or subdivide its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such stock dividend,
stock split or subdivision shall be proportionately reduced, and conversely, if the Company
shall effect a reverse stock split or combine its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such reverse
stock split or combination shall be proportionately increased. Upon each adjustment of the
Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the
Exercise Price resulting from such adjustment, the number of shares obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.




(b) Dividends in Common Stock, Other Stock, Property, Reclassification. If the
holders of Common Stock (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,




(i) Common Stock or any shares of stock or other securities that are directly
or indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by way
of dividend or other distribution (other than shares of Common Stock issued as a
stock dividend, stock split or subdivision, adjustments in respect of which shall be
covered by the terms of Section 6(a) above),




(ii) any cash or property paid or payable otherwise than as a cash dividend
(other than a liquidation or dissolution, which shall be covered by the terms of
Section 6(d) below), or




(iii) additional shares of Common Stock or additional stock or other securities
or property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, reorganization, combination of shares or similar corporate
rearrangement (other than shares of Common Stock issued as a stock dividend, stock
split or subdivision, adjustments in respect of which shall be covered by the terms
of Section 6(a) above),




then, and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be
entitled to receive, in addition to the number of shares of Common Stock receivable upon
such exercise, and without payment of any additional consideration therefor, the amount of
stock and other securities and property (including cash in the cases referred to in clauses
(ii) and (iii) above) which such Holder would hold on the date of such exercise had such
Holder been the holder of record of such Common Stock as of the date on which holders of
Common Stock received or became entitled to receive such shares or all other additional
stock and other securities and property.




(c) Reorganization, Reclassification, Consolidation, Merger or Sale. If any
reclassification, recapitalization or reorganization, or consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of its assets or
other similar transaction, shall be effected in such a way that holders of Common Stock
shall be entitled to receive, with respect to or in exchange for their shares of Common
Stock, securities or other assets or property (an “Organic Change”) and the Company is the
resulting or surviving corporation of such Organic Change, then, as a condition of such
Organic Change, provisions shall be made by the Company whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock
of the Company purchasable and receivable upon the exercise of this Warrant immediately
prior to such Organic Change) such shares of stock, securities or other assets or property
as may be issued or payable in connection with such Organic Change with respect to or in
exchange for the number of outstanding shares of such Common Stock purchasable and
receivable upon the exercise of this Warrant immediately prior to such Organic Change. In
the event of any Organic Change, appropriate provision shall be made by the Company with
respect to the rights and interests of the Holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for adjustments of the Exercise
Price and of the number of shares (or amount of stock, other securities or property)
purchasable and receivable upon the exercise of this Warrant) shall thereafter be
applicable, in relation to any shares of stock, securities or property thereafter
deliverable upon the exercise hereof. In the event of any Organic Change pursuant to which
the Company is not the surviving or resulting corporation, prior to the consummation
thereof, the corporation resulting from such Organic Change or the corporation purchasing
such assets shall assume by written instrument the obligation to deliver to the Holder such
            shares of stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase.




(d) Certain Events. If any change in the outstanding Common Stock of the
Company or any other event occurs as to which the other provisions of this Section 6
are not strictly applicable or if strictly applicable would not fairly protect the purchase
rights of the Holder of the Warrant in accordance with such provisions, then the Board of
Directors of the Company shall make an adjustment in the number and class of shares or other
securities or property available under the Warrant, the Exercise Price or the application of
such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be
such as will give the Holder of the Warrant upon exercise for the same aggregate Exercise
Price the total number, class and kind of shares or other securities or property as the
Holder have owned had the Warrant been exercised prior to the event and had the Holder
continued to hold such shares until after the event requiring adjustment.




(e) No Impairment. The Company shall not, by amendment of its articles or
certificate of incorporation or through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed or performed
under this Warrant by the Company, but shall at all times assist in carrying out all of the
provisions of this Warrant and in taking all such action as may be reasonably necessary or
appropriate to protect the Holder’s rights hereunder against impairment. If the Company
takes any action affecting its Common Stock other than as described above that adversely
affects the Holder’s rights under this Warrant, the Exercise Price shall be adjusted
downward and the number of shares of Common Stock issuable upon exercise of this Warrant
shall be adjusted upward in such a manner that the aggregate Exercise Price of this Warrant
is unchanged.




(f) Notices of Change.




(i) Immediately upon any adjustment in the number or class of shares subject to
this Warrant and of the Exercise Price, the Company shall give written notice
thereof to the Holder, and furnish the Holder with a certificate of its Chief
Financial Officer setting forth in reasonable detail such adjustment and the facts
upon which such adjustment is based. The Company shall, upon written request,
furnish the Holder a certificate setting forth the Exercise Price in effect upon the
date thereof and the series of adjustments leading to such Exercise Price,




(ii) The Company shall give written notice to the Holder at least twenty (20)
Business Days prior to the date on which the Company closes its books or takes a
record for determining rights to receive any dividends or distributions,




(iii) The Company shall also give written notice to the Holder at least twenty
(20) Business Days prior to the date on which an Organic Change shall take place,
and




(iv) The Company shall give written notice to the Holder at least thirty (30)
Business Days prior to the effective date of any proposed liquidation, or
dissolution or winding up of the Company.




(g) Calculations. All calculations under this Section 6 shall be made
to the nearest 1/10th of a cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company, and the disposition of any such shares
shall be considered an issue or sale of Common Stock.




(h) Adjustments. Notwithstanding any provision of this Section 6, no
adjustment of the Exercise Price shall be required if such adjustment is less than $0.001;
provided, however, that any adjustments that by reason of this Section
6(h) are not required to be made shall be carried forward and taken into account for
purposes of any subsequent adjustment.



7. Investment Representations.




(a) The Holder represents and warrants to the Company that the Holder is acquiring the
Warrant and the Shares issuable upon exercise of the Warrant for the Holder’s own account
for the purpose of investment and not with a view toward resale or other distribution
thereof in violation of the Act. The Holder acknowledges that the effect of the
representations and warranties is that the economic risk of the investment in the Warrant
must be borne by the Holder. These representations and warranties shall be deemed to be
continuing representations and warranties and shall be in full force and effect upon such
exercise of the Warrant granted hereby. The Holder has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of its
investment, and has the ability to bear the economic risks of its investment.




(b) In order to enable the Company to comply with the Act and any relevant state Law
(as defined in the Purchase Agreement), the Company may require the Holder, as a condition
of the exercising of the Warrant granted hereunder, to give written assurance satisfactory
to the Company that the shares of Common Stock subject to the Warrant are being acquired for
its own account, for investment only, with no view to the distribution of same, and that any
subsequent resale of any such shares of Common Stock either shall be made pursuant to a
registration statement under the Act, which shall become effective and is current with
regard to the shares of Common Stock being sold, or shall be made pursuant to an exemption
from registration under the Act. If the shares of Common Stock purchased pursuant to the
exercise of the Warrant are not subject to an effective registration statement under the
Act, the certificates evidencing shares of Common Stock purchased upon exercise of the
Warrant shall bear the following restrictive legend or a substantially similar legend:



“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES
LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED.”




(c) The Holder represents and warrants that the Holder is an “accredited investor”
within the meaning of Rule 501(a) of Regulation D of the Act.



8. Transfer.




(a) Transfer Restricted. This Warrant, and any rights hereunder, may not be
assigned or transferred, except as provided in the legend hereon and in accordance with and
subject to provisions of (i) all applicable state securities Laws and (ii) the Act, and the
rules and regulations promulgated thereunder. Any purported transfer or assignment made
other than in accordance with this Section 8 shall be null and void and of no force
and effect.




(b) Assignment. Any assignment permitted hereunder shall be made by surrender
of this Warrant to the Company at its principal place of business as set forth below with a
Form of Assignment in substantially the form attached hereto as Exhibit B, duly
completed and executed and funds sufficient to pay any transfer tax, if any. In such event,
the Company shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment in the amount so assigned and this Warrant
shall be promptly canceled; provided, however, that in the event that the
Holder hereof shall assign or transfer less than the full amount of this Warrant, a new
Warrant evidencing the remaining portion of this Warrant not so assigned or transferred
shall be issued in the name of the Holder, at the sole expense of the Company.



9. Loss, etc. of Warrant. Upon (i) receipt of evidence satisfactory to the Company of
the loss, theft, destruction or mutilation of the Warrant, (ii) receipt of indemnity reasonably
satisfactory to the Company, if the Warrant is lost, stolen, or destroyed, (iii) placement of a
bond (if required by the Company) and indemnity satisfactory in form and substance to the Company,
and (iv) surrender and cancellation of the Warrant, if mutilated, the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor and denomination.



10. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock
shall be made without charge to the Holder for any issuance tax in respect of such issuance
(including documentary, stamp or similar tax) or other cost incurred by the Company in connection
with such conversion and the related issuance of shares of Common Stock, other than any transfer
taxes resulting from the transfer of converted shares to a person or persons other than the
converting holder. Upon exercise of this Warrant, the Company shall take all such actions as are
necessary in order to insure that the Common Stock issuable with respect to such conversion shall
be validly issued, fully paid, and nonassessable.



11. Due Authorization; Compliance. The authorization, sale, issuance and delivery of
the Warrant have been approved by all requisite corporate action of the Company. The exercise of
the Warrant into shares of Common Stock are not and will not be subject to any preemptive rights or
rights of first refusal that have not been properly waived or complied with at or prior to Closing
of the Purchase Agreement.



12. Governing Law; Venue. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES OR
PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT
OF THIS WARRANT, OR THE SUBJECT MATTER HEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY
SUCH ACTION (A) THAT SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED
COURTS, (B) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT IT IS IMMUNE FROM ANY
LEGAL PROCESS WITH RESPECT TO ITSELF OR ITS PROPERTY, (D) THAT THE VENUE OF THE SUIT, ACTION OR
PROCEEDING IS IMPROPER, OR (E) THAT THIS WARRANT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED
IN OR BY SUCH COURTS. IN THE EVENT THAT ANY PROVISION OF THIS WARRANT DELIVERED IN CONNECTION
HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE
DEEMED MODIFIED TO CONFORM TO SUCH STATUTE OR RULE OF LAW SO LONG AS THE ECONOMIC OR LEGAL
SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE
TO ANY PARTY. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT
AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS WARRANT, WHICH SHALL REMAIN
ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS.



13. Reservation of Shares; Issuance of Shares. The Company has reserved and will keep
available, out of the authorized and unissued shares of Common Stock, the full number of Shares
sufficient to provide for the exercise of the rights of the Holder hereunder. The Company covenants
and agrees that, in accordance with the terms herein, all shares of Common Stock that may be
delivered upon the appropriate exercise of the Warrant will, upon delivery, be duly paid and
non-assessable and shall be free from all taxes, liens and charges with respect to the purchase
thereof hereunder.



14. Successors. All the covenants and provisions of this Warrant by or for the
benefit of the Company or the Holder shall bind and inure to the benefit of their respective
successors and permitted assigns.



15. Amendments. Any term of this Warrant may be amended with the written consent of
the Company and the holders of Warrants constituting the Warrant Series representing not less than
seventy-five percent (75%) of the shares of Common Stock issuable upon exercise of any and all
outstanding Warrants constituting the Warrant Series, even without the consent of the Holder. Any
amendment effected in accordance with this Section 15 shall be binding upon each holder of
any of the Warrants constituting the Warrant Series, each future holder of all such Warrants, and
the Company; provided, however, that no special consideration or inducement may be
given to any such holder in connection with such consent that is not given ratably to all such
holders, and that such amendment must apply to all such holders equally and ratably in accordance
with the number of shares of Common Stock issuable upon exercise of their Warrants. The Company
shall promptly give notice to all holders of the Warrants constituting the Warrant Series of any
amendment effected in accordance with this Section 15.



16. Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given and sent as follows:




(a) upon personal delivery to the party to be notified;




(b) when sent by confirmed facsimile if sent during normal business hours of the
recipient, or if delivered after normal business hours, then on the next Business Day;




(c) three (3) Business Days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or




(d) one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.



If to the Company, to:




The X-Change Corporation




710 Century Parkway




Allen, Texas 75013




Attention: George DeCourcy, Chief Financial Officer




Facsimile: 972-359-6334



with a copy (which shall not constitute notice) to:




Strasburger & Price, LLP




901 Main Street, Suite 4400




Dallas, Texas 75202




Attention: Kevin Woltjen, Esq.




Facsimile: 214-659-4025



If to the Holder, to:




with a copy (which shall not constitute notice) to:




Weil, Gotshal & Manges LLP


200 Crescent Court, Suite 300


Dallas, Texas 75201


Attention: R. Scott Cohen, Esq.


Facsimile: 214-746-7777



or at such other address as the Company or the Holder may designate by written notice to the other
in accordance with this Section 16.



17. Attorneys Fees. In the event of any dispute between the parties concerning the
terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to
collect from the other party all costs incurred in such dispute, including reasonable attorneys
fees.



18. Remedies. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the
transactions hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of
its obligations under this Warrant will be inadequate and agrees, in the event of a breach or
threatened breach by the Company of the provisions of this Warrant, that the Holder shall be
entitled, in addition to all other available remedies at law or in equity, and in addition to the
penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Warrant and to enforce specifically the terms and provisions hereof, without the
necessity of showing economic loss and without any bond or other security being required.



19. Waiver. No failure or delay on the part of the Holder hereof in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.



20. Counterparts. This Warrant may be executed in any number of counterparts, each of
which shall be enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.



[Remainder of Page Intentionally Left Blank. Signature Page Follows.]





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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed on the 4th day of
December 2007.



	 	 	 	 	 
	 	 	 	 	The X-Change Corporation
	By:

	 	/s/ George DeCourcy
	 	

	
 
	 	 
	 	

	Name:

	 	George DeCourcy
	 	

	
 
	 	 
	 	







Its: Chief Financial Officer




2




SCHEDULE A




EXERCISE FORM




(To be Executed by the Registered Holder to Exercise


the Rights to Purchase Common Shares Evidenced by the Warrant)



The X-Change Corporation


710 Century Parkway


Allen, Texas 75013



The undersigned,      , hereby irrevocably subscribes for      shares of The
X-Change Corporation’s Common Stock pursuant to and in accordance with the terms and conditions of
the Tranche A Warrant dated as of December 4, 2007, and herewith makes payment of $     
therefore, and requests that a certificate for such shares be issued in the name of the undersigned
and be delivered to the undersigned at the address stated below. The undersigned makes the
representations and warranties set forth in Section 7 of the Tranche A Warrant.



As provided for in the Tranche A Warrant, the undersigned further requests that, in the event
the number of shares subscribed for herein shall not be all of the shares of The X-Change
Corporation’s Common Stock purchasable under the Tranche A Warrant, a new Warrant of like tenor for
the balance of the warrant not exercised be delivered to the undersigned.



Name:



Signed:



Address:



Date:



3




SCHEDULE B




ASSIGNMENT FORM




(To assign the foregoing Warrant, execute this form and supply required information.

Do not use this form to exercise the Warrant)




FOR VALUE RECEIVED, hereby sells, assigns and transfers all of the rights of the undersigned
under the attached Warrant with respect to the number of shares of Common Stock covered thereby set
forth below, unto:



	 	 	 	 	 	 	 	 	 
	Name of Assignee	 	Address	 	No. of Shares






By:

Name:

Title:




Signature Guaranteed:



By:



The signature should be guaranteed by an eligible guarantor institution pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.




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