EXHIBIT 2.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
---
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT
IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED,
OR UNLESS SOLD PURSUANT TO AN EXEMPTION TO THE ACT.
COMMON STOCK PURCHASE WARRANT
REDBACK NETWORKS INC.
THIS CERTIFIES that, for value received, NOKIA FINANCE INTERNATIONAL BV, a
private company with limited liability (besloten vennootschap met beperkte
aansprakelijkheid), organized under the laws of The Netherlands, or its
permitted assigns (collectively, the "Holder"), is entitled, upon the terms and
------
subject to the conditions hereinafter set forth, at any time or from time to
time during the exercise periods set forth in Section 2 hereof, to acquire from
REDBACK NETWORKS INC., a Delaware corporation (the "Company"), that number of
-------
fully paid nonassessable shares of common stock, without par value, of the
Company (the "Common Stock") set forth in Section 2 against payment of the
------------
exercise price per share set forth in Section 2. The shares of Common Stock
issued pursuant to this Warrant are collectively referred to as the "Shares".
------
1. Exercise of Warrant. (a) Subject to Section 1(b) below, the purchase rights
-------------------
represented by this Warrant are exercisable by the registered Holder hereof
during each of the Exercise Periods set forth in Section 2 below for any number
of Shares up to the maximum number set forth opposite the relevant Exercise
Period in Section 2 below by the presentation of this Warrant and the notice of
exercise attached hereto (the "Notice of Exercise") for such Exercise Period
------------------
duly executed and delivered to the principal corporate offices of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the registered Holder hereof at the address of such Holder appearing
on the books of the Company), and upon payment (by wire transfer or other
immediately available funds) of the exercise price per share set forth in
Section 2 (the "Share Purchase Price"), subject to adjustment as provided in
--------------------
Section 5 below multiplied by the number of shares specified in the Notice of
Exercise; whereupon the Holder of this Warrant shall be entitled to receive from
the Company a stock certificate in proper form representing the number of Shares
so purchased.
(b) Notwithstanding anything to the contrary contained herein, this Warrant
shall terminate and shall no longer be exercisable upon the occurrence of a
Termination Event (as such term is defined in the Investor's Rights Agreement,
dated as of May 21, 2002, between the Holder and the Company (the "Investor's
----------
Rights Agreement")). Notwithstanding the termination of this Warrant, the
----------------
Investor shall be entitled to purchase those Shares with respect to which it has
exercised this Warrant in accordance with the terms hereof prior to any such
termination.
* Confidential treatment has been requested for the omitted portions of this
agreement, which request has been filed separately with the Securities and
Exchange Commission.
2. Exercise Periods; Maximum Number of Shares; Exercise Price Per Share.
--------------------------------------------------------------------
The Shares purchasable pursuant to this Warrant shall become exercisable in
accordance with the exercise periods indicated below for the number of Shares at
the exercise prices indicated below. The Share numbers referred to below are
subject to adjustment as provided in Section 5 below.
Exercise Periods Maximum Number of Shares Exercise Price Per Share
---------------- ------------------------ ------------------------
Warrant 1 10 Business Days If the Sales Volume (as defined in Closing Price on date of
--------- commencing on the date Amendment 6 to System Integrator exercise
two Business Days after Agreement, dated the date hereof,
the public announcement between the Company and Nokia
by the Company of its Corporation ("Amendment 6")) for the
earnings results for -----------
the year ended December period from May 21, 2002 until
31, 2002 December 31, 2002 is [*], the number
of shares necessary to increase the
Holding Group's aggregate interest to
19,938,417 shares./1/
If the Sales Volume for the period
May 21, 2002 until December 31, 2002
is [*], the number of shares
necessary to increase the Holding
Group's aggregate interest to
23,926,100 shares./1/
If the Sales Volume for the period
from May 21, 2002 until December 31,
2002 is [*], zero (0) shares.
-2-
* Confidential treatment has been requested for the omitted portions of this
agreement, which request has been filed separately with the Securities and
Exchange Commission.
Warrant 2 10 Business Days The number of shares necessary to Closing Price on date of
--------- commencing on the date increase the Holding Group's aggregate exercise
which is the 12 month interest in the Company to 31,901,467
anniversary of the date shares. /1/
of the Closing (as
defined in the Purchase
Agreement)
Warrant 3 10 Business Days The number of shares necessary to Closing Price on date of
--------- commencing on the date increase the Holding Group's aggregate exercise
which is the 18 month interest in the Company to 31,901,467
anniversary of the date shares./1/
of the Closing
/1/ In no event shall this Warrant be exercisable for any Shares to the extent
that the aggregate number of Shares acquired by the Holding Group, including (i)
pursuant to exercises of this Warrant, (ii) the Initial Shares (as defined in
the Purchase Agreement) and (iii) any Shares purchased pursuant to the exercise
of the preemptive right set forth in Section 3 of the Investor Rights Agreement,
would exceed 31,901,467 Shares. In addition, the Share numbers referred to above
will not include any Shares purchased pursuant to Sections 8(b) and 8(c) of the
---
Investor Rights Agreement.
"Holding Group" means the Holder plus (i) any transferee of all or a
-------------
portion of this Warrant in accordance with Section 8.1 (a "Warrant Transferee")
------------------
and (ii) any transferee of any shares of the Company's Common Stock originally
acquired by the Holder or a Warrant Transferee pursuant either to this Warrant
or the Purchase Agreement (the "Transferred Securities"); provided, however,
---------------------- -------- -------
that any securities of the Company held by a transferee that are not Transferred
Securities, shall not be included in calculating the percentage ownership of the
Holding Group.
The "Closing Price" means, as of any date, last reported sales price of
-------------
the shares of Common Stock on the Nasdaq National Market (or other exchange on
which the shares are then listed) on such date; provided, however, that if the
-------- -------
Company ceases to be quoted on The Nasdaq National Market or listed on any other
exchange, the parties agree that the Closing Price shall be deemed to be the
fair market value of a share of Common Stock on such date as reasonably agreed
to by the parties, or, in the event that the parties are unable to agree on the
fair market value of the Common Stock, as determined by an independent valuation
consultant, reasonably satisfactory to the parties, retained by the parties. The
parties shall divide the fees and expenses of such independent valuation
consultant equally.
"Business Day" means any day other than a Saturday or Sunday or any day
------------
on which commercial banks in San Jose, California or Helsinki, Finland are
authorized or obligated by law to close.
-3-
3. Issuance of Shares. The Company agrees that the Shares purchased under this
------------------
Warrant shall be and are deemed to be issued to the Holder hereof as the record
owner of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares.
Certificates for the Shares so purchased, together with any other securities or
property to which the Holder hereof is entitled upon such exercise, shall be
delivered to the Holder hereof by the Company at the Company's expense within a
reasonable time, not exceeding 15 days after the rights represented by this
Warrant have been so exercised. In case of a purchase of less than all the
Shares, the Company shall cancel this Warrant and execute and deliver a new
Warrant or Warrants of like tenor for the balance of the Shares purchasable
under the Warrant surrendered upon such purchase to the Holder hereof within a
reasonable time, not exceeding 15 days after the date of such surrender. Each
stock certificate so delivered shall be in such denominations as may be
requested by the Holder hereof and shall be registered in the name of such
Holder or such other name as shall be designated by such Holder. Notwithstanding
anything to the contrary in this Section 3, the obligation of the Company to
deliver Shares upon any exercise of this Warrant is subject to the condition
that all waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act") applicable to such issuance
-------
of Shares upon such exercise shall have expired or been terminated, and all
consents, approvals, orders or authorizations of, or registrations, declarations
or filings with, any governmental authority, if any, required in connection with
such issuance of Shares hereunder upon such exercise, the failure of which to
have been obtained or made would have the effect of making the issuance of such
Shares illegal, shall have been obtained or made and the Company shall use its
reasonable best efforts to obtain or make such consents, filings or other
matters as soon as reasonably practicable.
4. Shares to be Fully Paid; Reservation of Shares. (a) The Company covenants
----------------------------------------------
and agrees that all Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable and free from all preemptive rights of any
stockholder and free of all taxes, liens and charges with respect to the issue
thereof.
(b) The Company further covenants and agrees that during the period within
which the rights represented by this Warrant may be exercised, the Company will
use its reasonable best efforts to cause a sufficient number of shares of
authorized but unissued Common Stock to be authorized when and as required to
provide for the exercise of the rights represented by this Warrant. The Company
will take all such action as may be necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of any domestic securities
exchange upon which the stock may be listed. Without the prior written consent
of the holder of this Warrant, the Company will not take any action which would
result in any adjustment of the Share Purchase Price (as described in Section 5
hereof) if the total number of shares of Common Stock issuable after such action
upon exercise of all outstanding warrants, together with all shares of Common
Stock then outstanding and all shares of Common Stock then issuable upon
exercise of all options and upon the conversion of all convertible securities
then outstanding, would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation.
-4-
5. Adjustment of Number of Shares.
------------------------------
5.1 Stock Dividends, Subdivisions and, Combination. If the Company shall
----------------------------------------------
(A) declare a dividend or distribution on the Common Stock (or other securities
deliverable hereunder) payable in shares of Company capital stock (whether
shares of Common Stock or of capital stock of any other class), (B) subdivide
shares of the Common Stock into a greater number of shares or (C) combine the
Common Stock into a smaller number of shares then, in any such event, the Holder
shall be entitled to receive, upon exercise of the Warrant, the aggregate number
and kind of shares which, if the Warrant had been exercised immediately prior to
such record date, such Holder would have been entitled to receive by virtue of
such dividend, distribution, subdivision or combination. Such adjustment shall
be made successively whenever any event listed above shall occur.
5.2 Notices of Certain Events. If at any time after the date hereof and
-------------------------
before the expiration of the last Exercise Period, there shall be any other
event that would result in an adjustment pursuant to this Section 5 in the
number of Shares that may be purchased upon the exercise hereof, the Company
will cause to be mailed to the Holder, promptly, a notice describing such
adjustment.
5.3 Officer's Certificate. Whenever the number of Shares that may be
---------------------
purchased on exercise of this Warrant is adjusted as required by the provisions
of Section 5 hereof, the Company will forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and at the office of
its agent an officers' certificate showing the adjusted number of Shares that
may be purchased at the Share Purchase Price on exercise of this Warrant,
setting forth in reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment. Each such officers' certificate shall be
signed by the Chief Executive Officer, President or Chief Financial Officer of
the Company. Each such officers' certificate shall be made available at all
reasonable times for inspection by the Holder.
6. Issue Tax. The issuance of certificates for Shares upon exercise of this
---------
Warrant shall be made without charge to the Holder of the Warrant for any issue
tax in respect thereof, provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
then Holder of the Warrant being transferred.
7. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
-----------------------------------------------------
in this Warrant shall be construed as conferring upon the Holder hereof the
right to vote or to consent or to receive notice as a stockholder in respect of
meetings of stockholders for the election of directors of the Company, 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 or conveyance) or any other matters or any rights
whatsoever as a stockholder of the Company. Except as provided in Section 5, no
dividends or interest shall be payable or accrued in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and
only to the extent that, this Warrant shall have been exercised or converted. No
provisions hereof, in the absence of affirmative action by the Holder to
purchase shares of capital stock, and no mere enumeration herein of the rights
or privileges of the Holder hereof, shall give
-5-
rise to any liability of such Holder for the Share Purchase Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by its creditors.
8. Restrictions on Transfer; Compliance with Securities Laws.
---------------------------------------------------------
8.1 Transfer Restrictions. This Warrant may not be transferred or
---------------------
assigned, whether by operation of law or otherwise, except (i) to an Affiliate
or (ii) with the prior express written consent of the Company. By acceptance
hereof, Holder acknowledges that this Warrant and the Shares to be issued upon
exercise hereof are being acquired solely for the Holder's own account and not
as a nominee for any other party and agrees to comply with the transfer
restrictions contained in this Section 8 and Section 9 of the Investor's Rights
Agreement and shall submit to the Company an investment representation statement
in form and substance reasonably satisfactory to the Company to the effect that
such transferee is an "accredited investor" within the meaning of Regulation D
promulgated under the Securities Act of 1933, as amended. No transfer of this
Warrant to any party shall be effective unless and until such party shall have
executed a written agreement agreeing to be bound by the terms of this Section 8
and the Investor's Rights Agreement (including without limitation Section 6 and
Section 8(a)), (which agreement shall provide that the Company shall be an
express third party beneficiary). For purposes of this Section 8, an "Affiliate"
---------
means any subsidiary of Holder, the ultimate parent of the Holder or a
subsidiary of such parent.
8.2 Legends. All Shares issued upon exercise hereof shall be stamped or
-------
imprinted with a legend in substantially the following form (in addition to any
legend required by state securities laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
----------
ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES
---
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED EXCEPT (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION, AND (II)
IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE INVESTOR'S RIGHTS
AGREEMENT, DATED AS OF MAY 21, 2002, BETWEEN THE ISSUER AND NOKIA
FINANCE INTERNATIONAL BV."
-6-
9. Change of Control Transaction. (a) Notwithstanding anything to the
-----------------------------
contrary contained herein and subject to Section 9(b) below, if at any time,
while this Warrant, or any portion thereof, is outstanding and unexpired, a
Change of Control Transaction (as defined in the Investor's Rights Agreement)
shall be initiated, this Warrant shall become fully vested and exercisable as of
immediately prior to the consummation of the Change of Control Transaction, and
lawful provision shall be made so that the Holder shall thereafter be entitled
to receive upon exercise of this Warrant upon payment of the Exercise Price in
effect based on the Closing Price on the trading day immediately prior to the
first public announcement of the Change of Control Transaction, up to the fully
vested maximum number of Shares issuable pursuant to this Warrant.
(b) Any acceleration of the Warrant pursuant to Section 9(a) above,
shall be subject to the following conditions: (i) no Termination Event shall
have occurred prior to the time of acceleration; (ii) the entity acquiring
control of the Company is a competitor of Investor; (iii) the Investor
reasonably anticipates that the acquiring entity will not honor the Commercial
Agreements (as defined in the Purchase Agreement); and (iv) within 10 days prior
to the anticipated closing date of the Change of Control Transaction the
Investor shall have delivered to the Company written notice of its intention to
terminate or repudiate the Commercial Agreements after the Change of Control
Transaction has been consummated.
(c) The Holder of this Warrant shall have the same rights to notice
and information provided to the stockholders of the Company in connection with
any Change of Control Transaction.
(d) If not exercised, the Warrant shall terminate as of the Closing
of the Change of Control Transaction.
10. Notice. Any notice, request or other document required or permitted to be
------
given or delivered to the Holder hereof or the Company shall be delivered or
shall be sent by certified or registered mail, postage prepaid, by facsimile
transmission or by overnight courier, to the Holder at its address and facsimile
number as shown on the books of the Company or to the Company at the address
indicated on the first paragraph of this Warrant.
11. Descriptive Headings and Governing Law. The descriptive headings of the
--------------------------------------
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of Delaware, without giving effect to the
conflict of laws principles thereof.
12. Lost Warrants of Stock Certificates. The Company represents and warrants
-----------------------------------
to the Holder hereof that upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction, or mutilation of any Warrant or
stock certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company at its expense will make and deliver a new Warrant or
stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.
-7-
13. Remedies. The Company stipulates that the remedies at law of the holder of
--------
this Warrant in the event of any default or threatened default by the Company in
the performance of or compliance with any of the terms of this Warrant are not
adequate and may be enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of the
terms hereof or otherwise.
14. Fractional Shares. No fractional shares shall be issued upon exercise of
-----------------
this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the Holder entitled to such fraction a sum in cash equal to such fraction
multiplied by the then effective Share Purchase Price.
15. Cooperation. The Company will not avoid or seek to avoid the observance or
-----------
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of the
Warrant against impairment.
16. Amendments and Waivers. Any term of this Warrant may be amended and the
----------------------
observance of any terms of this Warrant may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the written
consent of the Company and the Holder(s) holding Warrants representing the right
to purchase a majority of the Shares issuable upon exercise of the outstanding
Warrant.
(The remainder of this page is left intentionally)
-8-
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers.
Dated: May 21, 2002 REDBACK NETWORKS, INC.,
a Delaware corporation,
By: /s/ XXXXX XXXXXXXX
-------------------------------------
Name: Xxxxx XxXxxxxx
Title: President and Chief Executive
Officer
-9-
NOTICE OF EXERCISE
WARRANT 1
To: REDBACK NETWORKS, INC.
(1) The undersigned hereby elects to purchase (check one and complete):
[_] _______________ shares of common stock of REDBACK NETWORKS, INC.
[_] The full number of shares of common stock for which this
Warrant is exercisable under Warrant 1 on the date hereof,
in either case pursuant to the terms of the attached Warrant, and the
undersigned tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.
(2) The purchase price per share of common stock, calculated as provided in
Section 2 of the attached Warrant is $_____.
(3) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
________________________________
(Name)
________________________________
(Address)
(4) The undersigned represents as follows: (i) that the aforesaid shares
(the "Shares") 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 other than in a transaction that is
registered under the Securities Act of 1933 or is exempt from, or is not subject
to, such registration; (ii) that the Shares have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the undersigned's
investment intent as expressed herein; (iii) that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available; and (iv) that the
undersigned understands that the certificate evidencing the Shares shall be
imprinted with a legend which prohibits the transfer of the Shares unless they
are registered or an exemption from registration is available.
January __, 2003
------------------------------- ______________________________________
(Date) (Signature)
-10-
NOTICE OF EXERCISE
WARRANT 2
To: REDBACK NETWORKS, INC.
(1) The undersigned hereby elects to purchase (check one and complete):
[_] _______________ shares of common stock of REDBACK NETWORKS, INC.
[_] The full number of shares of common stock for which this
Warrant is exercisable under Warrant 2 on the date hereof,
in either case pursuant to the terms of the attached Warrant, and the
undersigned tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.
(2) The purchase price per share of common stock, calculated as provided in
Section 2 of the attached Warrant is $_____.
(3) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
________________________________
(Name)
________________________________
(Address)
(4) The undersigned represents as follows: (i) that the aforesaid shares
(the "Shares") 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 other than in a transaction that is
registered under the Securities Act of 1933 or is exempt from, or is not subject
to, such registration; (ii) that the Shares have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the undersigned's
investment intent as expressed herein; (iii) that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available; and (iv) that the
undersigned understands that the certificate evidencing the Shares shall be
imprinted with a legend which prohibits the transfer of the Shares unless they
are registered or an exemption from registration is available.
May __, 2003
------------------------------------ ___________________________________
(Date) (Signature)
-11-
NOTICE OF EXERCISE
WARRANT 3
To: REDBACK NETWORKS, INC.
(1) The undersigned hereby elects to purchase (check one and complete):
[_] _______________ shares of common stock of REDBACK NETWORKS, INC.
[_] The full number of shares of common stock for which this
Warrant is exercisable under Warrant 3 on the date hereof,
in either case pursuant to the terms of the attached Warrant, and the
undersigned tenders herewith payment of the purchase price in full, together
with all applicable transfer taxes, if any.
(2) The purchase price per share of common stock, calculated as provided in
Section 2 of the attached Warrant is $_____.
(3) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name as is specified below:
________________________________
(Name)
________________________________
(Address)
(4) The undersigned represents as follows: (i) that the aforesaid shares
(the "Shares") 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 other than in a transaction that is
registered under the Securities Act of 1933 or is exempt from, or is not subject
to, such registration; (ii) that the Shares have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the undersigned's
investment intent as expressed herein; (iii) that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available; and (iv) that the
undersigned understands that the certificate evidencing the Shares shall be
imprinted with a legend which prohibits the transfer of the Shares unless they
are registered or an exemption from registration is available.
November __, 2003
--------------------------------------- --------------------------------
(Date) (Signature)
-12-
