Exhibit 4.2


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND APPROPRIATE EXEMPTIONS
FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER
JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE PROPOSED SALE
OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR AN EXEMPTION
THEREFROM.


 


ADVANCED LIFE SCIENCES HOLDINGS, INC.


WARRANT
TO PURCHASE SHARES


OF COMMON
STOCK


 


	
  Date of Issuance: March
    , 2006

  	
   

  	
  Certificate No.                

  



 


THIS
CERTIFIES THAT, for value received,                                                                       
and its assigns are entitled to subscribe for and purchase                                 
shares of duly authorized, validly issued, fully paid and nonassessable Common
Stock, par value $0.01 per share, (as adjusted pursuant to Section 4
hereof, the “Warrant Shares”) of Advanced Life Sciences Holdings, Inc.,
a Delaware corporation (the “Company”), at the price of $3.81 per share
(such price and such other price as shall result, from time to time, from the
adjustments specified in Section 4 hereof is herein referred to as the “Warrant
Price”), subject to the provisions and upon the terms and conditions
hereinafter set forth. As used herein the term “Date of Grant” shall
mean March 2, 2006. The term “Warrant”
as used herein shall be deemed to include any warrants issued upon transfer or
partial exercise of this Warrant unless the context clearly requires otherwise.
This Warrant has been issued pursuant to a Securities Purchase Agreement, dated
as of February 24, 2006, between the Company and                                
(the “Purchase Agreement”), and is subject to the terms and conditions
set forth therein. Capitalized Terms not otherwise defined herein shall have
the meanings ascribed to them in the Purchase Agreement.


 


1.     Term. The purchase right
represented by this Warrant is exercisable, in whole or in part, at any time
and from time to time from the date which is One Hundred Eighty (180) days from
the Date of Grant through March   , 2011.


 


2.     Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1 hereof, the purchase right
represented by this Warrant may be exercised by the holder hereof, in whole or
in part and from time to time, at the election of the holder hereof, by the (a)
surrender of this Warrant (with the notice of exercise substantially in the
form attached hereto as Exhibit A duly completed and executed) at
the principal office of the Company and the payment to the Company, by
certified or bank check, or by wire transfer to an account designated by the
Company, of an amount equal to the then applicable Warrant Price multiplied by
the number of Warrant Shares then being purchased or (b) exercise of the “net
issuance” right provided for in Section 10.2 hereof. The person or persons in
whose name(s) any certificate(s) representing the Warrant Shares shall be
issuable upon exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the shares represented thereby (and such shares shall be deemed
to have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of stock so 


 

















 


purchased
shall be delivered to the holder hereof as soon as practicable and, if
requested by the holder of this Warrant, the Company shall cause its transfer
agent to deliver the certificate representing Warrant Shares issued upon
exercise of this Warrant to a broker or other person (as directed by the holder
exercising this Warrant, but subject to the payment by the holder of any
applicable transfer taxes) within the time period required to settle any trade
made by the holder after exercise of this Warrant.


 


3.     Stock Fully Paid; Reservation of Warrant Shares. All Warrant Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance pursuant
to the terms and conditions herein, 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 the purpose of
the issue upon exercise of the purchase rights evidenced by this Warrant, a
sufficient number of shares of its Common Stock to provide for the exercise of
the rights represented by this Warrant.


 


4.     Adjustment of Warrant Price and Number of Warrant Shares. The number and kind of securities purchasable
upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:


 


(a)   Reclassification
or Merger. In case of any reclassification or change of securities of the
class issuable upon exercise of this Warrant (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any merger of the
Company with or into another corporation (other than a merger with another
corporation in which the Company is the surviving corporation and which does
not result in any reclassification or change of outstanding securities issuable
upon exercise of this Warrant), the Company, or such surviving corporation, as
the case may be, shall duly execute and deliver to the holder of this Warrant a
new Warrant (which, if not in substantially the form of this Warrant, shall be
in form and substance reasonably satisfactory to the holder of this Warrant),
or the Company shall make appropriate provision without the issuance of a new
Warrant, so that the holder of this Warrant shall have the right to receive
upon exercise of this Warrant, at a total purchase price not to exceed that
payable upon the exercise of the then unexercised portion of this Warrant, and
in lieu of the shares of Common Stock theretofore issuable upon exercise of
this Warrant, the kind and amount of shares of stock, other securities, money
and property receivable upon such reclassification, change or merger by a
holder of the number of shares of Common Stock purchasable under this Warrant
immediately preceding the consummation of such reclassification, change or
merger. Such new Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section 4. The provisions of this subparagraph (a) shall similarly apply to
successive reclassifications, changes and mergers.


 


(b)   Subdivision
or Combination of Warrant Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately
decreased (but in no event below the par value per share of Common Stock) and
the number of Warrant Shares issuable hereunder shall be proportionately
increased in the case of a subdivision and the Warrant Price shall be
proportionately increased and the number of Warrant Shares issuable hereunder
shall be proportionately decreased in the case of a combination.


 


(c)   Stock
Dividends. If the Company at any time while this Warrant is outstanding and
unexpired shall pay a dividend or make a distribution with respect to its
Common Stock payable in Common Stock, then the Warrant Price shall be adjusted
(but in no event below the par value per share of Common Stock), from and after
the record date fixed for the determination of the shareholders of the Company
entitled to receive such dividend or distribution, to that price determined by
multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (A) the numerator of 


 


2

















 


which shall be the total
number of shares of Common Stock outstanding immediately prior to such dividend
or distribution, and (B) the denominator of which shall be the total
number of shares of Common Stock outstanding immediately after such dividend or
distribution.


 


(d)   Adjustment
of Number of Warrant Shares. Upon each adjustment in the Warrant Price
pursuant to Section 4(c) above, the number of Warrant Shares purchasable
hereunder shall be adjusted, to the nearest whole share, to the product
obtained by multiplying the number of Warrant Shares purchasable immediately
prior to such adjustment in the Warrant Price by a fraction, the numerator of
which shall be the Warrant Price immediately prior to such adjustment and the
denominator of which shall be the Warrant Price immediately thereafter.


 


5.     Notice of Adjustments. Whenever
the Warrant Price or the number of Warrant Shares purchasable hereunder shall
be adjusted pursuant to Section 4 hereof, the Company shall make 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 the number of
Warrant Shares purchasable hereunder after giving effect to such adjustment,
and shall cause copies of such certificate to be mailed (without regard to
Section 12 hereof) by first class mail, postage prepaid to the holder of this
Warrant at such holder’s last known address.


 


6.     Fractional Shares. No
fractional shares of Common Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the fair market value of the Common Stock
on the date of exercise as determined by Section 10.2(c) below.


 


7.     Compliance with Securities Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant
(unless registered under the Securities Act and any applicable state securities
laws) shall be stamped or imprinted with a legend in substantially the form as
set forth in the Purchase Agreement. Said legend shall be removed by the
Company, upon the request of a holder at such time as the restrictions on the
transfer of the applicable security shall have terminated.


 


8.     Rights as Shareholders; Information. No holder of this Warrant, as such, shall be entitled to vote or receive
dividends or be deemed the holder of Common Stock or any other securities which
may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this
Warrant, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or (except as provided in Section 10.1) to
receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised and the Warrant Shares
purchasable upon the exercise hereof shall have become deliverable, as provided
herein.


 


9.     Registration Rights. The
Company has granted registration rights to the holder of this Warrant for the
resale of the Common Stock of the Company obtained upon exercise hereof,
pursuant to the Purchase Agreement.


 


10.   Additional Rights.


 


10.1         Notice
of Corporate Action. In the event the Company proposes to:  (i) pay, distribute, or take a record of the
holders of its Common Stock for the purpose of determining the holders thereof
who are entitled to receive, any dividend or other distribution, or any right
to subscribe for, purchase or otherwise acquire any shares of capital stock or
any other securities or property, or (ii) consummate any capital
reorganization, reclassification, recapitalization, consolidation, merger, transfer
of all or substantially all of the Company’s assets, dissolution, liquidation
or winding-up, or any similar transaction, then, at least 10 days prior to the
earlier of any applicable 


 


3

















 


record date or such
event, as the case may be, the Company shall send (in accordance with Section
12 hereof) to the holder of this Warrant a notice specifying:  (a) the date or expected date on which any
such payment or distribution is to be made or right granted or record is to be
taken and the amount and character of any such dividend, distribution or right;
(b) the date or expected date on which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction is to take effect
and any record date therefor; (c) the time as of which any holders of record of
shares of Common Stock and/or any other class of securities shall be entitled
to exchange their shares of Common Stock and/or other securities for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction and a description
in reasonable detail of such transaction; and (d) in each case, the expected
effect on the Warrant Price of each such transaction or event. The Company
shall update any such notice to reflect any change in the foregoing information
provided in the notice.


 


10.2         Right
to Convert Warrant into Stock:  Net
Issuance.


 


(a)   Right
to Convert. In addition to and without limiting the rights of the holder
under the terms of this Warrant, the holder shall have the right to convert
this Warrant or any portion hereof (the “Conversion Right”) into shares
of Common Stock as provided in this Section 10.2 at any time or from time to
time during the term of this Warrant. Upon exercise of the Conversion Right
with respect to a particular number of Warrant Shares subject to this Warrant
(the “Converted Warrant  Shares”), the Company shall deliver to
the holder (without payment by the holder of any exercise price or any cash or
other consideration) that number of shares of fully paid and nonassessable
Common Stock as is determined according to the following formula:


 




	
  X =

  	
  B - A

  
	
   

  	
  Y

  






 


	
  Where:

  	
   

  	
  X

  	
   

  	
  =

  	
  the number of shares of Common Stock to be issued to
  the holder upon such exercise

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Y

  	
   

  	
  =

  	
   

  	
  the fair market value of one share of Common Stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  =

  	
   

  	
  the aggregate Warrant Price of the specified number
  of Converted Warrant Shares immediately prior to the exercise of the
  Conversion Right (i.e., the number of Converted Warrant Shares multiplied by
  the Warrant Price)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  =

  	
   

  	
  the aggregate fair market value of the specified
  number of Converted Warrant Shares (i.e., the number of Converted Warrant
  Shares multiplied by the fair market value of one Converted Warrant Share)

  
								



 


No fractional shares
shall be issuable upon exercise of the Conversion Right, and, if the number of
shares to be issued determined in accordance with the foregoing formula is
other than a whole number, the Company shall pay on the Conversion Date to the
holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date (as hereinafter defined) as determined
by Section 10.2(c) below. For purposes of Section 9 of this Warrant, shares
issued pursuant to the Conversion Right shall be treated as if they were issued
upon the exercise of this Warrant.


 


4

















 


(b)   Method
of Exercise. The Conversion Right may be exercised by the holder by the
surrender of this Warrant at the principal office of the Company together with
a written statement (which may be in the form of Exhibit A) specifying
that the holder thereby intends to exercise the Conversion Right and indicating
the number of shares subject to this Warrant which are being surrendered
(referred to in Section 10.2(a) hereof as the Converted Warrant Shares) in
exercise of the Conversion Right. Such conversion shall be effective upon
receipt by the Company of this Warrant together with the aforesaid written
statement, or on such later date as is specified therein (the “Conversion
Date”). Certificates for the Warrant Shares issuable upon exercise of the Conversion
Right shall be issued as of the Conversion and shall be delivered to the holder
to the holder within three trading days following the Conversion Date, and, if
applicable, a new Warrant evidencing the balance of the Warrant Shares
remaining subject to this Warrant, shall be issued as of the Conversion Date
and shall be delivered to the holder within thirty (30) days following the
Conversion Date.


 


(c)   Determination
of Fair Market Value. For purposes of this Section 10.2, “fair market value”
of a share of Common Stock as of a particular date (the “Determination Date”)
shall mean:


 


(i)    If
traded on a securities exchange, the Nasdaq National Market or Nasdaq Capital
Market, the fair market value of the Common Stock shall be deemed to be the
average of the closing prices of the Common Stock on such exchange or market
over the five trading days immediately prior to the Determination Date;


 


(ii)   If
traded on the Nasdaq Stock Market (other than the Nasdaq National Market or
Nasdaq Capital Market) or other over-the-counter system, the fair market value
of the Common Stock shall be deemed to be the average of the closing bid prices
of the Common Stock over the five trading days immediately prior to the
Determination Date; and


 


(iii)  If
there is no public market for the Common Stock, then fair market value shall be
determined by (A) mutual agreement of the holders of a majority-in-interest of
the warrants issued to the Investors pursuant to the Purchase Agreement who are
then seeking to exercise their Conversion Rights (the “Converting Holders”)
and the Company or (B) if no such mutual
agreement can be reached within 15 days, then the higher of (x) the book value
of a share of the Common Stock as determined by a firm of independent public
accountants selected (within 10 days after the failure of the Company and the
Converting Holders to reach mutual agreement) by the Board of Directors of the
Company with the consent of the Converting Holders, which consent shall
not be unreasonably withheld or delayed, as
at the last day of any month ending within 60 days preceding the date as of
which the determination is to be made (such determination of the independent
public accountant to be completed within 30 days after such independent public
accountant is chosen by the Company and the Converting Holders) or (y) the fair
value thereof determined in good faith by an independent appraiser (chosen
within 10 days after the failure of the
Company and the Converting Holders to reach mutual agreement by the
Board of Directors of the Company with the consent of the Converting Holder
exercising the Conversion Right with respect to the greatest number of shares,
which consent shall not be unreasonably withheld or delayed) as of a date which is within 15 days of the date
as of which the determination is to be made (such determination of the
independent appraiser to be completed within 30 days after such independent
appraiser is chosen by the Company and the Converting Holders). The fees and
expenses of any such independent public accountant and independent appraiser
shall be borne one half by the Converting Holders (among the Converting
Holders, pro rata according to the number of shares for which Conversion Rights
are being exercised) and one half by the Company.


 


5

















 


If closing prices or
closing bid prices are no longer reported by a securities exchange or other
trading system, the closing price or closing bid price shall be that which is
reported by such securities exchange or other trading system at 4:00 p.m. New
York City time on the applicable trading day.


 


10.3         Exercise
Prior to Expiration. Immediately prior to its expiration, to the extent
this Warrant is not previously exercised as to all of the Warrant Shares
subject hereto, and if the fair market value of one share of the Common Stock
is greater than the Warrant Price then in effect, this Warrant shall be deemed
automatically exercised pursuant to Section 10.2 above (even if not
surrendered). For purposes of such automatic exercise, the fair market value of
one share of Common Stock upon such expiration shall be determined pursuant to
Section 10.2(c). To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section 10.3, the Company agrees to
promptly notify the holder hereof of the number of Warrant Shares, if any, the
holder hereof is to receive by reason of such automatic exercise.


 


11.   Modification and Waiver. This
Warrant and any provision hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the Company and (i) holders of
Warrants representing a majority of the number of Warrant Shares then issuable
upon Warrants sold pursuant to the Purchase Agreements and in the
Contemporaneous Offering; provided, that such modification, amendment or
waiver is made with respect to all such Warrants and does not adversely affect
the holder of this Warrant without adversely affecting all such holders in a
similar manner or (ii) the holder of this Warrant.


 


12.   Notices. Any notice,
request, communication 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 (i) certified or registered mail, postage prepaid, or (ii) a nationally
recognized overnight courier (with next day delivery specified) to each such
holder at its address as shown on the books of the Company or to the Company at
the address indicated therefor on the signature page of this Warrant with a
copy to the Chief Legal Counsel at the same address and with another copy to
Winston Strawn LLP, 35 West Wacker Drive, Chicago, Illinois 60601; tel. (312)
558-5609, fax (312) 558-5700; Attn: R. Cabell Morris, or at such other address
as such party may designate by ten (10) days’ advance written notice to the
other parties.


 


13.   Transfers.
Subject to compliance with applicable federal and state securities laws, this
Warrant may be transferred, in whole or in part and from time to time, by the
holder with respect to any or all of the Warrant Shares. Upon surrender of this
Warrant to the Company, together with the assignment hereof properly endorsed,
for transfer of this Warrant as an entirety by the holder, the Company shall
issue a new warrant of the same denomination to the assignee. Upon surrender of
this Warrant to the Company, together with the assignment hereof properly
endorsed, by the Holder for transfer with respect to a portion of the Warrant
Shares purchasable hereunder, the Company shall issue a new warrant to the
assignee, in such denomination as shall be requested by the holder hereof, and
shall issue to such holder a new warrant covering the number of Warrant Shares
in respect of which this Warrant shall not have been transferred.


 


14.   Binding Effect on Successors.
This Warrant shall be binding upon any corporation succeeding the Company by
merger, consolidation or the like and all of the obligations of the Company
relating to the Warrant Shares issuable upon the exercise or conversion of this
Warrant shall survive the exercise, conversion and termination of this Warrant
and all of the covenants and agreements of the Company shall inure to the
benefit of the successors and assigns of the holder hereof.


 


6

















 


15.   Lost Warrants or Stock Certificates. The Company covenants to the holder hereof that, upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant or any 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
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.


 


16.   Descriptive Headings. The
descriptive headings of the several paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The language in
this Warrant shall be construed as to its fair meaning without regard to which
party drafted this Warrant.


 


17.   Governing Law. This Warrant
shall 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.


 


18.   Remedies. In case any one or
more of the covenants and agreements contained in this Warrant shall have been
breached, the holders hereof (in the case of a breach by the Company), or the
Company (in the case of a breach by a holder), may proceed to protect and
enforce their or its rights either by suit in equity and/or by action at law,
including, but not limited to, an action for damages as a result of any such breach
and/or an action for specific performance of any such covenant or agreement
contained in this Warrant without the requirement to post any bond or other
security.


 


19.   No Impairment of Rights. The
Company will not, by amendment of its certificate of incorporation or through
any other means, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, 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 in order to protect the rights of the holder of this
Warrant against impairment.


 


20.   Severability. The invalidity
or unenforceability of any provision of this Warrant in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction, or affect any other provision of this Warrant, which shall remain
in full force and effect.


 


21.   Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and undertakings of the parties,
whether oral or written, with respect to such subject matter.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


7

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed in its corporate name by its
duly authorized officer and to be dated as of the Date of Grant set forth on
the first page to this Warrant.


 


	
   

  	
  ADVANCED LIFE SCIENCES
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Address:

  



 


 


[Signature
page to Warrant]


 

















 


EXHIBIT A


 


NOTICE OF EXERCISE


 


To:  ADVANCED LIFE SCIENCES HOLDINGS, INC. (the “Company”)


 


1.             The
undersigned hereby:


 


o    elects
to purchase        shares of Common Stock of
the Company pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such shares in full, or


 


o    elects
to exercise its net issuance rights pursuant to Section 10.2 of the
attached Warrant with respect to        
shares of Common Stock.


 


2.             Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


3.             The
undersigned represents that the aforesaid 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, all except as in
compliance with applicable securities laws.


 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Date)

  	
   

  
					



 


A-1