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Exhibit 4.11
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN
ACQUIRED FOR INVESTMENT
AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT
OF 1933, AS AMENDED NEITHER THE WARRANT NOR THE SHARES MAY BE
SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE
COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS WARRANT
MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A
CONDITION
PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST
IN THIS WARRANT
OR THE SHARES ISSUABLE HEREUNDER.
Issuer: Cavit Sciences, Inc. Warrant No. A-002
Class of Stock: Common Stock 125,000 Shares of
Issue Date: January 11, 2008 Common Stock
Expiration Date: Six Months from Issue Date As Herein
Described
CLASS A WARRANT TO PURCHASE COMMON STOCK
This is to certify that, for value received, Isthmus Investments
Management
S.A., or a proper assignee (in each case, "Holder") is entitled
to purchase,
subject to the provisions of this Warrant, from Cavit Sciences,
Inc., a Florida
corporation ("Company") that number of shares of the Company's
common stock
("Common Stock") set forth in Section 1.1 below..
ARTICLE 1
DESCRIPTION OF WARRANTS
1.1 Warrants. The Company hereby grants to Holder the right to
purchase
125,000 shares of the Company's Common Stock ("Shares" or
"Warrant Shares") at a
price per share equal to the Exercise Price set forth in Section
2.4 below.
1.2 Expiration of Warrants. This Warrant shall expire and Holder
shall no
longer be able to purchase the Warrant Shares after six months
from the issue
date ("Expiration Date").
ARTICLE 2
EXERCISE
2.1 Exercise and Price. Holder may exercise this Warrant by
timely
delivering a duly executed Warrant Notice of Exercise in
substantially the form
attached as Appendix 1, together with the Exercise Price, to the
principal
office of the Company.
2.2 Delivery of Certificate and New Warrant. As promptly as
practicable
after the receipt of the Warrant Notice of Exercise, but in any
event not more
than two (2) Business Days after the Company's receipt of the
Warrant Notice of
Exercise, the Company shall issue the Warrant Shares being
purchased and cause
to be mailed for delivery by overnight courier, or if a
Registration Statement
covering the Shares has been declared effective by the SEC,
cause to be
electronically transferred, to Holder a certificate representing
the Shares
acquired and, if this Warrant has not been fully exercised and
has not expired,
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a new Warrant substantially in the form of this Warrant
representing the right
to acquire the portion of the Shares not so acquired.
2.3 Replacement of Warrants. On receipt of evidence reasonably
satisfactory
to the Company of the loss, theft, destruction or mutilation of
this Warrant
and, in the case of loss, theft or destruction, on delivery of
an indemnity
agreement reasonably satisfactory in form and amount to the
Company or, in the
case of mutilation, or surrender and cancellation of this
Warrant, the Company
at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant
of like tenor.
2.4 Exercise Price. The Exercise Price of this Warrant shall be
$.40 per
Share payable in cash.
ARTICLE 3
ADJUSTMENT TO THE SHARES
The number of Shares purchasable upon the exercise of this
Warrant and the
Exercise Price shall be subject to adjustment from time to time
upon the
occurrence of certain events, as follows:
3.1 Reclassification. In case of any reclassification or change
of
outstanding securities of the class issuable upon exercise of
this Warrant then,
and in any such case, the Holder, upon the exercise hereof at
any time after the
consummation of such reclassification or change, shall be
entitled to receive in
lieu of each Share theretofore issuable upon exercise of this
Warrant, the kind
and amount of shares of stock, other securities, money and/or
property received
upon such reclassification or change by a holder of one Share.
The provisions of
this Section 3.1 shall similarly apply to successive
reclassifications or
changes.
3.2 Subdivision or Combination of Shares. If the Company at any
time while
this Warrant remains outstanding and unexpired shall subdivide
or combine its
Shares, the Exercise Price shall be proportionately decreased in
the case of a
subdivision or increased in the case of a combination.
3.3 Stock Dividends. If the Company, at any time while this
Warrant is
outstanding shall pay a dividend with respect to its Shares
payable in Shares,
or make any other distribution of Shares with respect to Shares
(except any
distribution specifically provided for in Section 3.1 and
Section 3.2 above),
then the Exercise Price shall be adjusted, effective from and
after the date of
determination of shareholders entitled to received such dividend
or
distribution, to that price determined by multiplying the
Exercise Price in
effect immediately prior to such date of determination by a
fraction, (a) the
numerator of which shall be the total number of Shares
outstanding immediately
prior to such dividend or distribution, and (b) the denominator
of which shall
be the total number of Shares outstanding immediately after such
dividend or
distribution.
3.4 Non-Cash Dividends. If the Company at any time while this
Warrant is
outstanding shall pay a dividend with respect to Shares payable
in securities
other than Shares or other non-cash property, or make any other
distribution of
such securities or property with respect to Shares (except any
distribution
specifically provided for in Section 3.1 and Section 3.2 above),
then this
Warrant shall represent the right to acquire upon exercise of
this Warrant such
securities or property which a holder of Shares would have been
entitled to
receive upon such dividend or distribution, without the payment
by the Holder of
any additional consideration for such securities or
property.
3.5 Effect of Reorganization and Asset Sales. If any (i)
reorganization or
reclassification of the Common Stock (ii) consolidation or
merger of the Company
with or into another corporation, or (iii) sale or all or
substantially all of
the Company's operating assets to another corporation followed
by a liquidation
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of the Company (any such transaction shall be referred to herein
as an "Event"),
is effected in such a way that holders of Common Stock are
entitled to receive
securities and/or assets as a result of their Common Stock
ownership, the
Holder, upon exercise of this Warrant, shall be entitled to
receive such shares
of stock securities or assets which the Holder would have
received had it fully
exercised this Warrant on or prior the record date for such
Event. The Company
shall not merge into or consolidate with another corporation or
sell all of its
assets to another corporation for a consideration consisting
primarily of
securities of such corporation, unless the successor or
acquiring corporation,
as the case may be, shall expressly assume the due and punctual
observance and
performance of each and every covenant and condition of this
Warrant to be
performed or observed by the Company and all of the obligations
and liabilities
hereunder, subject to such modification as shall be necessary to
provide for
adjustments which shall be as nearly equivalent as practicable
to the
adjustments provided for in this Section 2. The foregoing
provisions shall
similarly apply to successive mergers, consolidations or sales
of assets.
3.6 Adjustment of Number of Shares. Upon each adjustment in the
Exercise
Price, the number of Shares shall be adjusted, to the nearest
whole share, to
the product obtained by multiplying the number of Shares,
purchasable
immediately prior to such adjustment by a fraction, the
numerator of which shall
be the Exercise Price immediately prior to such adjustment and
the denominator
of which shall be the Exercise Price immediately thereafter.
3.7 No Impairment. The Company shall not, by amendment of its
articles of
incorporation or through a reorganization, transfer of assets,
consolidation,
merger, 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 to be
observed or performed under this Warrant by the Company, but
shall at all times
in good faith assist in carrying out all of the provisions of
this Warrant and
in taking all such action as may be reasonably necessary or
appropriate to
protect Holder's rights hereunder against impairment. If the
Company takes any
action affecting its Common Stock other than as described above
that adversely
affects Holder's rights under this Warrant, the Exercise Price
shall be adjusted
downward and the number of Shares issuable upon exercise of this
Warrant shall
be adjusted upward in such a manner that the aggregate Exercise
Price of this
Warrant is unchanged.
3.8 Fractional Shares. No fractional Shares shall be issuable
upon the
exercise of this Warrant, and the number of Shares to be issued
shall be rounded
down to the nearest whole share.
3.9 Certificate as to Adjustments. Upon any adjustment of the
Exercise
Price, the Company, at its expense, shall compute such
adjustment and furnish
Holder with a certificate of its Chief Financial Officer setting
forth such
adjustment and the facts upon which such adjustment is based.
The Company shall,
upon written request, furnish Holder a certificate setting forth
the Exercise
Price in effect upon the date thereof and the series of
adjustments leading to
such Exercise Price.
3.10 No Rights of Shareholders. This Warrant does not entitle
Holder to any
voting rights or any other rights as a shareholder of the
Company prior to the
exercise of Holder's right to purchase Shares as provided
herein.
ARTICLE 4
REPRESENTATIONS AND COVENANTS OF THE COMPANY
4.1 Representations and Warranties. The Company hereby
represents and
warrants to Holder that all Shares which may be issued upon the
exercise of the
purchase right represented by this Warrant, shall, upon
issuance, be duly
authorized, validly issued, fully paid and nonasessable, and
free of any liens
and encumbrances.
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4.2 Notice of Certain Events. If the Company proposes at any
time (a) to
declare any dividend or distribution upon its Common Stock,
whether in cash,
property, stock, or other securities and whether or not a
regular cash dividend;
(b) to offer for subscription pro rata to the holders of any
class or series of
its stock any additional shares of stock of any class or series
or other rights;
(c) to effect any reclassification or recapitalization of Common
Stock; (d) to
merge or consolidate with or into any other corporation, or
sell, lease,
license, or convey all or substantially all of its assets, or to
liquidate,
dissolve or wind up; or (e) offer holders of registration rights
the opportunity
to participate in an underwritten public offering of the
Company's securities
for cash, then, in connection with each such event, the Company
shall give
Holder (1) at least 20 days prior written notice of the date on
which a record
will be taken for such dividend, distribution, or subscription
rights (and
specifying the date on which the holders of Common Stock will be
entitled
thereto) or for determining rights to vote, if any, in respect
of the matters
referred to in (c) and (d) above; (2) in the case of the matters
referred to in
(c) and (d) above at least 20 days prior written notice of the
date when the
same will take place (and specifying the date on which the
holders of Common
Stock will be entitled to exchange their Common Stock for
securities or other
property deliverable upon the occurrence of such event); and (3)
in the case of
the matter referred to in (e) above, the same notice as is given
to the holders
of such registration rights.
4.3 Information Rights. So long as Holder holds this Warrant
and/or any of
the Shares, the Company shall deliver to Holder (a) promptly
after mailing,
copies of all notices or other written communications to the
shareholders of the
Company, (b) within ninety (90) days of their availability, the
annual audited
financial statements of the Company certified by independent
public accountants
of recognized standing, and (c) within forty-five (45) days
after the end of
each fiscal quarter or each fiscal year, the Company's
quarterly, unaudited
financial statements.
4.4 Reservation of Warrant Shares. The Company has reserved and
will keep
available, out of the authorized and unissued shares of Common
Stock, the full
number of shares sufficient to provide for the exercise of the
rights of
purchase represented by this Warrant.
ARTICLE 5
REGISTRATION RIGHTS
5.1 Definitions.
(a) As used in this Agreement, the following terms shall have
the meanings:
(i) "AFFILIATE" of any specified Person means any other Person
who
directly, or indirectly through one or more intermediaries, is
in control of, is
controlled by, or is under common control with, such specified
Person. For
purposes of this definition, control of a Person means the
power, directly or
indirectly, to direct or cause the direction of the management
and policies of
such Person whether by contract, securities, ownership or
otherwise; and the
terms "CONTROLLING" and "CONTROLLED" have the respective
meanings correlative to
the foregoing.
(ii) "COMMISSION" means the Securities and Exchange
Commission.
(3) "PERSON" means any individual, partnership, corporation,
limited
liability company, joint stock company, association, trust,
unincorporated
organization, or a government or agency or political subdivision
thereof.
(iii) "PROSPECTUS" means the prospectus (including, without
limitation, any
preliminary prospectus and any final prospectus filed pursuant
to Rule 424b.
under the Securities Act, including any prospectus that
discloses information
previously omitted from a prospectus filed as part of an
effective registration
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statement in reliance on Rule 430b. under the Securities Act)
included in the
Registration Statement, as amended or supplemented by any
prospectus supplement
with respect to the terms of the offering of any portion of the
Registrable
Securities covered by the Registration Statement and by all
other amendments and
supplements to such prospectus, including all material
incorporated by reference
in such prospectus and all documents filed after the date of
such prospectus by
the Company under the Exchange Act and incorporated by reference
therein.
(iv) "PUBLIC OFFERING" means an offer registered with the
Commission and
the appropriate state securities commissions by the Company of
its Common Stock
and made pursuant to the Securities Act.
(v) "REGISTRABLE SECURITIES" means the Common Stock issued (i)
upon
exercise of the Warrants, and (ii) in connection with any
distribution,
recapitalization, stock-split, stock adjustment or
reorganization of the
Company; provided, however, a share of Common Stock shall cease
to be a
Registrable Security for purposes of this Agreement when it no
longer is a
Restricted Security.
(vi) "REGISTRATION STATEMENT" means a registration statement of
the Company
filed on an appropriate form under the Securities Act providing
for the
registration of, and the sale on a continuous or delayed basis
by the holders
of, all of the Registrable Securities pursuant to Rule 415 under
the Securities
Act, including the Prospectus contained therein and forming a
part thereof, any
amendments to such registration statement and supplements to
such Prospectus,
and all exhibits to and other material incorporated by reference
in such
registration statement and Prospectus.
(vii) "RESTRICTED SECURITY" means any share of Common Stock
issued upon
exercise of warrants except any such share that (i) has been
registered pursuant
to an effective registration statement under the Securities Act
and sold in a
manner contemplated by the prospectus included in such
registration statement,
(ii) has been transferred in compliance with the resale
provisions of Rule 144
under the Securities Act (or any successor provision thereto) or
is transferable
pursuant to paragraph (k) of Rule 144 under the Securities Act
(or any successor
provision thereto) or (iii) otherwise has been transferred and a
new share of
Common Stock not subject to transfer restrictions under the
Securities Act has
been delivered by or on behalf of the Company.
(viii) "SECURITIES ACT" means the Securities Act of 1933, as
amended, and
the rules and regulations of the Commission thereunder, or any
similar successor
statute.
5.2 Registration.
(a) FILING AND EFFECTIVENESS OF REGISTRATION STATEMENT. The
Company shall
prepare and file with the Commission as soon as practicable a
Registration
Statement relating to the offer and sale of the Registrable
Securities and shall
use its best efforts to cause the Commi
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