NEITHER THIS SECURITY NOR ANY SECURITIES
THAT MAY BE ISSUED UPON CONVERSION
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE
"SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE
LAWS OF ANY
FOREIGN JURISDICTION. SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT
WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE
SOLD, OFFERED,
PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF THE
CONSENT OF THE COMPANY, UNLESS WITH RESPECT TO SUCH SECURITIES
THERE IS (A) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY
APPLICABLE
STATE SECURITIES LAWS AND COMPLIANCE WITH APPLICABLE LAWS OF ANY
FOREIGN
JURISDICTION, OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT (I)
SUCH REGISTRATION IS NOT REQUIRED, AND (II) SUCH FOREIGN
JURISDICTION LAWS HAVE
BEEN SATISFIED AND OTHERWISE COMPLIED WITH.
BioForce Nanosciences, Inc.
Warrant for the Purchase of Shares of Common Stock
No.____________
___________ shares
THIS CERTIFIES THAT, for value received, _____, (the "Holder"), an
individual,
is entitled to subscribe for and purchase from BioForce
Nanosciences, Inc., a
Delaware corporation (the "Company"), at any time from the date
hereof through
and including the Expiration Date set forth below (the "Exercise
Period"), ____
shares of Common Stock, par value $0.01 per share ("Common Stock").
The shares
purchasable hereunder upon exercise of this Warrant, will be fully
paid and
nonassessable shares of Common Stock (the "Shares") and shall be
exercisable at
an exercise price (the "Exercise Price"), prior to any adjustment,
at $__ per
share subject to the limitations, terms and conditions set forth
herein.
Transfer, assignment or hypothecation of this Warrant by the Holder
may be only
in accordance with and subject to the terms, conditions and other
provisions of
this Warrant. The term "Holder," as used herein, shall include the
original
Holder and only such persons to whom this Warrant is transferred in
strict
conformity with the terms and conditions set forth or incorporation
by reference
herein. As used herein, the term "Warrant" shall mean and include
this Warrant
and any warrant or warrants hereafter issued in consequence of the
exercise or
transfer of this Warrant, in whole or in part.
1. The
"Expiration Date" of this Warrant is five years from the date
of
this Warrant.
2. This
Warrant may be exercised during the Exercise Period as to the
whole or any lesser number of whole Shares by the surrender of this
Warrant
(with the Form of Election at the end hereof duly completed and
executed) to the
Company, marked to the attention of its Chief Executive Officer or
such other
place as is designated in writing and delivered to Holder by the
Company,
followed by a wire transfer to the bank account of the Company in
an amount
equal to the Exercise Price multiplied by the number of Shares
covered by such
exercise (the "Shares Purchase Price").
<PAGE>
3.
Exercise of this Warrant shall be deemed to have been effected as
of
the close of the business day on which the Company has received the
last of this
Warrant, a duly executed Form of Election and the Shares Purchase
Price. Upon
each exercise of this Warrant, the Holder shall be deemed to be the
holder of
record of the Shares issuable upon such exercise notwithstanding
that the stock
transfer books of the Company shall then be closed. As soon as
practicable after
each such exercise of this Warrant, the Company shall issue and
deliver to the
Holder a certificate or certificates for the Shares issuable upon
such exercise,
registered in the name of the Holder or its designee. If this
Warrant should be
exercised in part only, the Company shall, upon surrender of this
Warrant for
cancellation, execute and deliver a new warrant evidencing the
right of the
Holder to purchase the balance of the Shares subject to purchase
hereunder.
4. The
Company shall maintain a register (the "Warrant Register") on
which
the names and addresses of the persons to whom the Warrant is
issued and shall
be entitled to treat the registered holder of the Warrant on the
Warrant
Register as the owner in fact thereof for all purposes and shall
not be bound to
recognize any equitable or other claim to or interest in such
Warrant on the
part of any other person and shall not be liable for any
registration or
transfer of Warrants which are registered or to be registered in
the name of a
fiduciary or the nominee of a fiduciary unless made with the actual
knowledge
that a fiduciary or nominee is committing a breach of trust in
requesting such
registration or transfer, or with the knowledge of such facts that
its
participation therein amounts to bad faith. Subject to compliance
with
applicable securities laws and any other restrictions set forth
herein, this
Warrant shall be transferable only with the prior written consent
of the
Company, and such consent shall not be unreasonably withheld; such
transfer
shall be reflected on the books of the Company only upon delivery
thereof with
the form of Assignment at the end hereof duly completed by the
Holder or by his
duly authorized attorney or representative accompanied by proper
evidence of
succession, assignment or authority to transfer. In all cases of
transfer by an
attorney, the original power of attorney, duly approved or an
official copy
thereof duly certified, shall be deposited with the Company. In
case of transfer
by executors, administrators, guardians or other legal
representative, duly
authenticated evidence of their authority shall be produced, and
may be required
to be deposited with the Company in its discretion. Upon any
registration of
transfer, the Company shall deliver a new warrant or warrants
exchanged, at the
option of the Holder thereof, for another warrant, or other
warrants of
different denominations, of like tenor and representing in the
aggregate the
right to purchase a like number of shares of Common Stock upon
surrender to the
Company or its duly authorized agent. Notwithstanding the
foregoing, the Company
shall have no obligation to cause warrants to be transferred on its
books to any
person, unless the Holder of such warrants shall furnish to the
Company
information requested by the Company as it relates to compliance
with the Act
and applicable state securities law, in accordance with the
provisions of
Section 10 hereof.
5. The
Company shall at all times reserve and keep available out of
its
authorized and unissued Common Stock, solely for the purpose of
providing for
the exercise of this Warrant, such number of Shares as shall, from
time to time,
be sufficient therefor.
-2-
<PAGE>
6. The
Exercise Price shall be subject to adjustment from time to time
as
follows:
(a) In case the Company shall (i) declare a dividend or make
distribution on outstanding shares of its Common Stock in shares of
Common
Stock, (ii) subdivide or reclassify the outstanding shares of
Common Stock into
a greater number of shares, or (iii) combine or reclassify the
outstanding
shares of Common Stock into a lesser number of shares, the Exercise
Price in
effect at the time of the record date for such dividend or
distribution on the
effective date of such subdivision, combination or reclassification
shall be
adjusted so that it shall equal the price determined by multiplying
the Exercise
Price then in effect by a fraction, the denominator of which shall
be the num
