exv4w2



 





Exhibit 4.2




PREFERRED STOCK WARRANT



NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION




WARRANT TO PURCHASE 175,000 SHARES OF SERIES A PREFERRED STOCK




Dated: April 26, 2005




     THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to
subscribe for and purchase One Hundred Seventy-Five Thousand (175,000) shares of the fully paid and
nonassessable Series A Preferred Stock (the “Shares” or the “Preferred Stock”) of Nura, Inc., a
Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the
provisions and upon the terms and conditions hereinafter set forth. As used herein, the term
“Series A Preferred Stock” shall mean the Company’s presently authorized Series A Preferred Stock,
and any stock into which such Series A Preferred Stock may hereafter be exchanged.



     1. Warrant Price. The Warrant Price shall initially be 60/100 dollars ($.60) per
share, subject to adjustment as provided in Section 7 below.



     2. Conditions to Exercise. The purchase right represented by this Warrant may be
exercised at any time, or from time to time, in whole or in part during the term commencing on the
date hereof and ending on:



          (a) the later of (i) 5.00 P.M. Eastern Standard Time on the tenth annual anniversary of this
Warrant Agreement or (ii) three (3) years after the closing of the Company’s initial public
offering of its Common Stock (“IPO”) effected pursuant to a Registration Statement on Form S-1 (or
its successor) filed under the Securities Act of 1933, as amended (the “Act”); or




          (b) the earlier termination of this Warrant pursuant to Section 3(e).




     In the event that, although the Company shall have given notice of a transaction pursuant to
subparagraph (b) hereof, the transaction does not close within 60 days of the day specified by the
Company, unless otherwise elected by the Holder any exercise of the Warrant subsequent to the
giving of such notice shall be rescinded and the Warrant shall again be exercisable until
terminated in accordance with this Paragraph 2.



 









 





     3. Method of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.



          (a) Cash Exercise. Subject to Section 2 hereof, the purchase right represented by
this Warrant may be exercised by the Holder hereof, in whole or in part, by the surrender of this
Warrant (with a duly executed Notice of Exercise in the form attached hereto) at the principal
office of the Company (as set forth in Section 18 below) and by payment to the Company, by check,
of an amount equal to the then applicable Warrant Price per share multiplied by the number of
shares then being purchased. In the event of any exercise of the rights represented by this
Warrant, certificates for the shares of stock so purchased shall be in the name of, and delivered
to, the Holder hereof, or as such Holder may direct (subject to the terms of transfer contained
herein and upon payment by such Holder hereof of any applicable transfer taxes). Such delivery
shall be made within 10 days after exercise of the Warrant and at the Company’s expense and, unless
this Warrant has been fully exercised or expired, a new Warrant having terms and conditions
substantially identical to this Warrant and representing the portion of the Shares, if any, with
respect to which this Warrant shall not have been exercised, shall also be issued to the Holder
hereof within 10 days after exercise of the Warrant.




          (b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 3(a),
Holder may elect to receive shares equal to the value of this Warrant (or of any portion thereof
remaining unexercised) by surrender of this Warrant at the principal office of the Company together
with notice of such election, in which event the Company shall issue to Holder the number of shares
of the Company’s Series A Preferred Stock computed using the following formula:




     X = Y (A-B) 



                 A







     Where X = the number of shares of Series A Preferred Stock to be issued to Holder.



     Y = the number of shares of Series A Preferred Stock purchasable under this Warrant (at the
date of such calculation).



     A = the Fair Market Value of one share of the Company’s Series A Preferred Stock (at the date
of such calculation).



     B = Warrant Exercise Price (as adjusted to the date of such calculation).



          (c) Fair-Market Value. For purposes of this Section 3, Fair Market Value of one share of the
Company’s Series A Preferred Stock shall mean:




               (i) If the Common Stock is traded on Nasdaq or Over-The-Counter or on an exchange, the per
share Fair Market Value for the Series A Preferred Stock will be the average of the closing bid and
asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the closing price
quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published
in the Western Edition of The Wall Street Journal for the ten (10) trading days prior to the date
of determination of Fair Market Value multiplied by the number of shares of Common Stock into which
each share of Series A Preferred Stock is then convertible; or



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               (ii) In the event of an exercise in connection with a merger, acquisition or other
consolidation in which the Company is not the surviving entity, the per share Fair Market Value for
the Series A Preferred Stock shall be the value to be received per share of Series Preferred Stock
by all Holders of the Series A Preferred Stock in such transaction as determined by the Board of
Directors; or



               (iii) In any other instance, the per share Fair Market Value for the Series A Preferred Stock
shall be as determined in good faith by the Company’s Board of Directors unless Holder elects to
have such fair market value determined by an independent appraiser experienced in performing
valuations of similar securities for drug discovery companies similarly situated as Company, which
election must be made by Holder within ten (10) business days of the date the Company notifies
Holder of the fair market value as determined by its Board of Directors. In the event of such an
appraisal, the cost thereof shall be borne by the Holder unless such appraisal results in a fair
market value in excess of 115% of that determined by the Company’s Board of Directors, in which
event the Company shall bear the cost of such appraisal.



     In the event of 3(c)(ii) or 3(c)(iii), above, the Company’s Board of Directors shall prepare a
certificate, to be signed by an authorized Officer of the Company, setting forth in reasonable
detail the basis for and method of determination of the per share Fair Market Value of the Series
Preferred Stock. The Board will also certify to the Holder that this per share Fair Market Value
will be applicable to all holders of the Company’s Series A Preferred Stock on the Effective Date
(as defined below). Such certification must be made to Holder at least thirty (30) business days
prior to the proposed effective date of the merger, consolidation, sale, or other triggering event
as defined in 3(c)(ii) and 3(c)(iii), the “Effective Date.”



          (d) Automatic Exercise. To the extent this Warrant is not previously exercised, it
shall be automatically exercised in accordance with Sections 3(b) and 3(c) hereof (even if not
surrendered) immediately before its expiration.




          (e) Treatment of Warrant Upon Acquisition of Company.




               (i) Upon the written request of the Company, Holder agrees that, in the event of an
Acquisition (as defined below) in which the sole consideration is cash, either (a) Holder shall
exercise its conversion or purchase right under this Warrant and such exercise will be deemed
effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to
exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The
Company shall provide the Holder with written notice of its request relating to the foregoing
(together with such reasonable information as the Holder may request in connection with such
contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less
than ten (10) days prior to the closing of the proposed Acquisition.



               (ii) Upon written request of the Company, Holder agrees that, in the event of a stock for
stock Acquisition of the Company by a publicly traded acquirer if, on the record date for the
Acquisition, the fair market value of the Shares (or other securities issuable upon exercise of
this Warrant) is equal to or greater than two (2x) times the Warrant Price, Company may require the
Warrant to be deemed automatically exercised and the Holder shall participate in the Acquisition as



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a holder of the Shares (or other securities issuable upon exercise of the Warrant) on the same
terms as other holders of the same class of securities of the Company.




               (iii) Upon the closing of any Acquisition other than those particularly described in
subsections (i) or (ii) above, the successor entity shall assume the obligations of the Warrant,
and the Warrant shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such
Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant
Price and/or number of Shares shall be adjusted accordingly.



               (iv) For the purpose of this Warrant, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any reorganization,
consolidation, or merger of the Company where the holders of the Company’s securities before the
transaction beneficially own less than 50% of the outstanding voting securities of the surviving
entity after the transaction, other than in connection with an initial public offering.



     4. Representations and Warranties of Holder and Restrictions on Transfer Imposed by the
Securities Act of 1933.



          (a) Representations and Warranties by Holder. The Holder represents and warrants to
the Company with respect to this purchase as follows:




               (i) The Holder has substantial experience in evaluating and investing in private placement
transactions of securities of companies similar to the Company so that the Holder is capable of
evaluating the merits and risks of its investment in the Company and has the capacity to protect
its interests.



               (ii) The Holder is acquiring the Warrant and the Shares of Series A Preferred Stock issuable
upon exercise of the Warrant (collectively the “Securities”) for investment for its own account and
not with a view to, or for resale in connection with, any distribution thereof. The Holder
understands that the Securities have not been registered under the Securities Act of 1933, as
amended (the “Act”) by reason of a specific exemption from the registration provisions of the Act,
which depends upon, among other things, the bona fide nature of the investment intent as expressed
herein. In this connection, the Holder understands that, in the view of the Securities and
Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if this
representation was predicated solely upon a present intention to hold the Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale, for or until an
increase or decrease in the market price of the Securities or for a period of one year or any other
fixed period in the future.



               (iii) The Holder acknowledges that the Securities must be held indefinitely unless
subsequently registered under the Act or an exemption from such registration is available. The
Holder is aware of the provisions of Rule 144 promulgated under the Act (“Rule 144”) which permits
limited resale of securities purchased in a private placement subject to the satisfaction of
certain conditions, including, in case the securities have been held for more than one but less
than two years, the existence of a public market for the shares, the availability of certain public



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information about the Company, the resale occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being through a “broker’s transaction” or
in a transaction directly with a “market maker” (as provided by Rule 144(f)) and the number of
shares or other securities being sold during any three-month period not exceeding specified
limitations.




               (iv) The Holder further understands that at the time the Holder wishes to sell the Securities
there may be no public market upon which such a sale may be effected, and that even if such a
public market exists, the Company may not be satisfying the current public information requirements
of Rule 144, and that in such event, the Holder may be precluded from selling the Securities under
Rule 144 unless a) a one-year minimum holding period has been satisfied and b) the Holder was not
at the time of the sale nor at any time during the three-month period prior to such sale an
affiliate of the Company.



               (v) The Holder has had an opportunity to discuss the Company’s business, management and
financial affairs with its management and an opportunity to review the Company’s facilities. The
Holder understands that such discussions, as well as the written information issued by the Company,
were intended to describe the aspects of the Company’s business and prospects which it believes to
be material but were not necessarily a thorough or exhaustive description.



          (b) Legends. Each certificate representing the Securities shall be endorsed with the
following legend:



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A “NO ACTION”
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER
MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY
REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.




     The Company need not enter into its stock register a transfer of Securities unless the
conditions specified in the foregoing legend are satisfied. The Company may also instruct its
transfer agent not to register the transfer of any of the Shares unless the conditions specified in
the foregoing legend are satisfied.



          (c) Removal of Legend and Transfer Restrictions. The legend relating to the Act
endorsed on a certificate pursuant to paragraph 4(b) of this Warrant and the stop transfer
instructions with respect to the Securities represented by such certificate shall be removed and
the Company shall issue a certificate without such legend to the Holder of the Securities if (i)
the Securities are registered under the Act and a prospectus meeting the requirements of Section 10
of the Act is available or (ii) the Holder provides to the Company an opinion of counsel for the
Holder reasonably satisfactory to the Company, or a no-action letter or interpretive opinion of the
staff of the SEC reasonably satisfactory to the Company, to the effect that public sale, transfer
or assignment of the Securities may be made without registration and without compliance with any
restriction such as Rule 144.




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     5. Condition of Transfer or Exercise of Warrant. It shall be a condition to any
transfer or exercise of this Warrant that at the time of such transfer or exercise, the Holder
shall provide the Company with a representation in writing that the Holder or transferee is
acquiring this Warrant and the shares of Series A Preferred Stock to be issued upon exercise, for
investment purposes only and not with a view to any sale or distribution, or will provide the
Company with a statement of pertinent facts covering any proposed distribution. As a further
condition to any transfer of this Warrant or any or all of the shares of Series A Preferred Stock
issuable upon exercise of this Warrant, other than a transfer registered under the Act, the Company
must have received a legal opinion, in form and substance satisfactory to the Company and its
counsel, reciting the pertinent circumstances surrounding the proposed transfer and stating that
such transfer is exempt from the registration and prospectus delivery requirements of the Act.
Each certificate evidencing the shares issued upon exercise of the Warrant or upon any transfer of
the shares (other than a transfer registered under the Act or any subsequent transfer of shares so
registered) shall, at the Company’s option, contain a legend in form and substance satisfactory to
the Company and its counsel, restricting the transfer of the shares to sales or other dispositions
exempt from the requirements of the Act.



     As further condition to each transfer, the Holder shall surrender this Warrant to the Company
and the transferee shall receive and accept a Warrant, of like tenor and date, executed by the
Company.



     6. Stock Fully Paid; Reservation of Shares. All Shares which may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens, and charges with respect to the issue thereof.
During the period within which the rights represented by this Warrant may be exercised, the Company
will at all times have authorized, and reserved for issuance upon exercise of the purchase rights
evidenced by this Warrant, a sufficient number of shares of its Series A Preferred Stock to provide
for the exercise of the rights represented by this Warrant.



     7. (a) Adjustment for Certain Events. In the event of changes in the outstanding
Series A Preferred Stock by reason of stock dividends, split-ups, recapitalizations,
reclassifications, mergers, consolidations, combinations or exchanges of shares, separations,
reorganizations, liquidations, or the like, the number and class of shares available under the
Warrant in the aggregate and the Warrant Price shall be correspondingly adjusted, as appropriate,
by the Board of Directors of the Company. The adjustment shall be such as will give the Holder of
this Warrant upon exercise for the same aggregate Warrant Price the total number, class and kind of
shares as it would have owned had the Warrant been exercised prior to the event and had it
continued to hold such shares until after the event requiring adjustment.



          (b) Other Antidilution Protections. Additional antidilution rights applicable to the
Series A Preferred Stock purchasable hereunder are as set forth in the Certificate of
Incorporation. Such antidilution rights shall not be restated, amended, modified or waived in any
manner that is adverse to the Holder hereof and different from other holders of Series A Preferred
Stock without the Holder’s written consent. The Company shall promptly provide the Holder with any
restatement, amendment, modification or waiver of the Certification of Incorporation.



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     8. Notice of Adjustments. Whenever any Warrant Price shall be adjusted pursuant to
Section 7 hereof, the Company shall prepare a certificate signed by its chief financial officer
setting forth, in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Warrant Price and number of
shares issuable upon exercise of the Warrant after giving effect to such adjustment, and shall
cause copies of such certificate to be mailed (by certified or registered mail, return receipt
required, postage prepaid) within thirty (30) days of such adjustment to the Holder of this Warrant
as set forth in Section 19 hereof.



     9. “Market Stand-Off” Agreement. Holder hereby agrees that for a period of up to 180
days following the effective date of the first registration statement of the Company covering
common stock (or other securities) to be sold on its behalf of the Company in an underwritten
public offering, it will not, to the extent requested by the Company and any underwriter, sell or
otherwise transfer or dispose of (other than to designees or transferees who agree to be similarly
bound) any of the Shares or any other securities of the Company at any time during such period
except common stock included in such registration; provided, however, that all officers and
directors of the Company who hold securities of the Company or options to acquire securities of the
Company and all other persons with registration rights enter into similar agreements.



     10. Transferability of Warrant. This Warrant is transferable on the books of the
Company at its principal office by the registered Holder hereof upon surrender of this Warrant
properly endorsed, subject to compliance with Section 5 and applicable federal and state securities
laws. The Company shall issue and deliver to the transferee a new Warrant representing the Warrant
so transferred. Upon any partial transfer, the Company will issue and deliver to Holder a new
Warrant with respect to the Warrant not so transferred. Holder shall not have any right to
transfer any portion of this Warrant to any direct competitor of the Company.



     11. Registration Rights. The Company shall use reasonable best efforts to add Holder
as a party to that certain Investors’ Rights Agreement dated as of October 21, 2003.



     12. No Fractional Shares. No fractional share of Series A Preferred Stock will be
issued in connection with any exercise hereunder, but in lieu of such fractional share the Company
shall make a cash payment therefor upon the basis of the Warrant Price then in effect.



     13. Charges, Taxes and Expenses. Issuance of certificates for shares of Series A
Preferred Stock upon the exercise of this Warrant shall be made without charge to the Holder for
any United States or state of the United States documentary stamp tax or other incidental expense
with respect to the issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder.



     14. No Shareholder Rights Until Exercise. This Warrant does not entitle the Holder
hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise
hereof.



     15. Registry of Warrant. The Company shall maintain a registry showing the name and
address of the registered Holder of this Warrant. This Warrant may be surrendered for exchange or



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exercise, in accordance with its terms, at such office or agency of the Company, and the
Company and Holder shall be entitled to rely in all respects, prior to written notice to the
contrary, upon such registry.




     16. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to
it, and, if mutilated, upon surrender and cancellation of this Warrant, the Company will execute
and deliver a new Warrant, having terms and conditions substantially identical to this Warrant, in
lieu hereof.



     17. Miscellaneous.



          (a) Issue Date. The provisions of this Warrant shall be construed and shall be given
effect in all respect as if it had been issued and delivered by the Company on the date hereof.




          (b) Successors. This Warrant shall be binding upon any successors or assigns of the
Company.




          (c) Governing Law. This Warrant shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.




          (d) Headings. The headings used in this Warrant are used for convenience only and are
not to be considered in construing or interpreting this Warrant.




          (e) Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or
shall be a legal holiday in the Commonwealth of Virginia, then such action may be taken or such
right may be exercised on the next succeeding day not a legal holiday.




     18. No Impairment. The Company shall not by any action including, without limitation,
amending its Sections or certificate of incorporation or by-laws, any reorganization, transfer of
assets, consolidation, merger, share exchange 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 of the
Warrants or impair the ability of the Holder(s) to realize upon the intended economic value hereof,
but will at all times in good faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate to protect the rights of the Holder(s) hereof
against impairment. Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock issuable upon the exercise of the Warrants
above the amount payable therefor upon such exercise, (b) take all such action as may be necessary
or appropriate in order that the Company may validly issue fully paid and nonassessable shares of
Common Stock upon the exercise of the Warrants, (c) obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under the Warrants and (d) not issue any capital stock of
any class which is preferred over the Common Stock as to dividends or as to the distribution of
assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company, (e)
not



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reclassify or convert common stock and (f) not take or permit to be taken any action which
would have the effect of shortening the period provided herein for exercise of the Warrants.




     19. Addresses. Any notice required or permitted hereunder shall be in writing and
shall be mailed by overnight courier, registered or certified mail, return receipt required, and
postage pre-paid, or otherwise delivered by hand or by messenger, addressed as set forth below, or
at such other address as the Company or the Holder hereof shall have furnished to the other party.



	 	 	 	 	 
	 
	 	If to the Company:	 	Nura, Inc.
	 
	 	 	 	1124 Columbia Street, Suite 650
	 
	 	 	 	Seattle, WA 98104
	 
	 	 	 	Attn: Chief Financial Officer
	 
	 	 	 	 
	 
	 	If to the Holder.	 	Oxford Finance Corporation
	 
	 	 	 	133 N. Fairfax Street
	 
	 	 	 	Alexandria, VA 22314
	 
	 	 	 	Attn: Chief Financial Officer






SIGNATURES APPEAR ON NEXT PAGE




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     IN WITNESS WHEREOF, Nura, Inc., has caused this Warrant to be executed by its officers
thereunto duly authorized.



Dated as of April 26, 2005.



	 	 	 	 	 
	NURA, INC.

 	 	 
	By:  	/s/ Jim D. Johnston
 	 	 
	 	Name:  	Jim D. Johnston 	 	 
	 	Title:  	CFO 	 	 



 









 






	 	 	 	 	 



NOTICE OF EXERCISE




	 	 	 	 	 
	TO:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






     1. The undersigned Warrantholder (“Holder”) elects to acquire shares of the Series A Preferred
Stock (the “Preferred Stock”) of Nura, Inc., (the “Company”), pursuant to the terms of the Stock
Purchase Warrant dated April 26, 2005, (the “Warrant”).



     2. The Holder exercises its rights under the Warrant as set forth below:



     ( )
The Holder elects to purchase _______ shares of Series A Preferred Stock as provided
in Section 3(a), (c) and tenders herewith a check in the amount of $_______ as payment of the
purchase price.



     ( )
The Holder elects to convert the purchase rights into shares of Series A Preferred Stock
as provided in Section 3(b), (c) of the Warrant.



     3. The Holder surrenders the Warrant with this Notice of Exercise.



     4. The Holder represents that it is acquiring the aforesaid shares of Series A Preferred Stock
for investment and not with a view to, or for resale in connection with, distribution and that the
Holder has no present intention of distributing or reselling the shares.



     5. Please issue a certificate representing the shares of the Series A Preferred Stock in the
name of the Holder or in such other name as is specified below:



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 	 

	 	 	 
	 

	 	Address:
	 		 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Taxpayer I.D.:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 
	Oxford Finance Corporation

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 	Date: