EXHIBIT 10.14
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE OR OTHER JURISDICTION’S
SECURITIES LAWS. NEITHER THE ISSUANCE AND SALE OF THIS WARRANT NOR
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH REGULATIONS, AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION (“REGULATION S”),
PURSUANT TO REGISTRATION UNDER THE ACT OR BASED ON AN OPINION OF
COUNSEL SATISFACTORY, IN FORM AND SUBSTANCE, TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT.
ACRO INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
Class of Stock: Common Stock.
Number of Shares: As defined in Section 1(b) below.
Issuance Date: As defined in Section 1(c) below.
Acro, Inc., a company organized
under the laws of the State of Nevada (the “COMPANY”),
hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, BIOTECH
KNOWLEDGE LLC, the registered holder hereof (the
“HOLDER”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as
defined below) then in effect, upon surrender of this Warrant to
Purchase Shares of Common Stock (“WARRANT”), at any
time or times on or after the date hereof, but not after 11:59
P.M., NY Time, on the earlier of (i) three year anniversary of the
Issuance Date, (ii) any merger or consolidation in which the
Company is a constituent party, or a subsidiary of the Company is a
constituent party and the Company issues shares of its capital
stock pursuant to such merger or consolidation, or the sale, lease,
transfer, exclusive license or other disposition, in a single
transaction or series of related transactions, by the Company or
any subsidiary of the Company of all or substantially all the
assets of the Company and its subsidiaries taken as a whole, or the
sale or disposition (whether by merger or otherwise) of one or more
subsidiaries of the Company if substantially all of the assets of
the Company and its subsidiaries taken as a whole are held by such
subsidiary or subsidiaries, or the sale, transfer or issuance
(whether by merger, consolidation or otherwise) of voting
securities (or securities convertible into voting securities) of
the Company such that the holders of at least fifty percent (50%)
of the voting power of the Company as of immediately prior to any
such transaction or series of related transactions cease to hold a
majority of the voting power of the Company as of immediately
following any such transaction (“EXPIRATION DATE”), up
to the Number of Shares (as defined below) of fully paid and
nonassessable shares of the Company’s Common Stock (the
“WARRANT SHARES”).
1.
DEFINITIONS
a.
“Note” shall
mean that certain Convertible Promissory note between Acro, Inc.
and BioTech Knowledge LLC, dated February 22, 2009.
b.
“Number of Shares” shall equal the number of shares of
Common Stock issued by the Company to the Holder pursuant to the
Optional Conversion, as defined in the Note.
c.
“Issuance Date” shall mean the date of the Optional
Conversion, as defined in the Note.
2.
EXERCISE OF WARRANT.
a.
Subject to the terms and conditions hereof, this Warrant may be
exercised by the Holder on any day prior to the Expiration Date, in
whole or in part, by (i) delivery of a written notice, in the form
attached hereto as EXHIBIT A (the “EXERCISE NOTICE”),
of the Holder’s election to exercise this Warrant, (ii)
payment to the Company of an amount equal to the applicable
Exercise Price multiplied by the number of Warrant Shares as to
which this Warrant is being exercised (the “AGGREGATE
EXERCISE PRICE”) in cash or wire transfer of immediately
available funds, and (iii) the delivery to the Company of this
Warrant. Execution and delivery of the Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect
as cancellation of the original Warrant and issuance of a new
Warrant evidencing the right to purchase the remaining number of
Warrant Shares. If this Warrant is submitted in connection with any
exercise pursuant to this Section 2(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is
greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no
event later than five business days after any exercise and at its
own expense, issue a new Warrant representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with
respect to which this Warrant is exercised. No fractional Shares of
Common Stock are to be issued upon the exerci
