Exhibit 99.2
THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933
ACT ”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
COMMON STOCK PURCHASE
WARRANT
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Warrant No.
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Number of Shares: 150,753
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Shares Common Stock
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H EMOSENSE , I NC .
Effective as of December 6,
2006
Void after December 6,
2013
1. Issuance
. This Common Stock Purchase Warrant
(the “ Warrant ”) is issued to L
IGHTHOUSE
C APITAL P ARTNERS IV, L.P. by H EMOSENSE , I NC . , a
Delaware corporation (hereinafter with its successors called the
“ Company ”).
2. Purchase Price; Number of
Shares . The registered
holder of this Warrant (the “ Holder ”),
commencing on the date hereof, is entitled upon surrender of this
Warrant with the subscription form annexed hereto duly executed, at
the principal office of the Company, to purchase from the Company,
at a price per share of $3.98 (the “ Purchase Price
”), 150,753 fully paid and nonassessable shares of the
Company’s Common Stock, $0.001 par value (the “
Common Stock ”).
Until such time as this Warrant is
exercised in full or expires, the Purchase Price and the securities
issuable upon exercise of this Warrant are subject to adjustment as
hereinafter provided. The person or persons in whose name or names
any certificate representing shares of Common Stock is issued
hereunder shall be deemed to have become the holder of record of
the shares represented thereby as at the close of business on the
date this Warrant is exercised with respect to such shares, whether
or not the transfer books of the Company shall be
closed.
3. Payment of Purchase
Price . The Purchase
Price may be paid (i) in cash or by check, (ii) by the
surrender by the Holder to the Company of any promissory notes or
other obligations issued by the Company, with all such notes and
obligations so surrendered being credited against the Purchase
Price in an amount equal to the principal amount thereof plus
accrued interest to the date of surrender, or (iii) by any
combination of the foregoing.
4. Net Issue Election
. The Holder may elect to receive,
without the payment by the Holder of any additional consideration,
shares of Common Stock equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant or such portion to
the Company, with the net issue election notice annexed hereto duly
executed, at the principal office of the Company. Thereupon, the
Company shall issue to the Holder such number of fully paid and
nonassessable shares of Common Stock as is computed using the
following formula:
1.
X= Y(A-B)
A
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where: X =
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the number of
shares of Common Stock to be issued to the Holder pursuant to this
Section 4 .
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Y =
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the number of
shares of Common Stock covered by this Warrant in respect of which
the net issue election is made pursuant to this
Section 4 .
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A =
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the Fair Market
Value (defined below) of one share of Common Stock, as determined
at the time the net issue election is made pursuant to this
Section 4 .
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B =
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the Purchase
Price in effect under this Warrant at the time the net issue
election is made pursuant to this Section 4
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“ Fair Market Value
” of a share of Common Stock as of the date that the net
issue election is made (the “ Determination Date
”) shall mean:
(i) If traded on a securities exchange or the Nasdaq
National Market, the fair market value of the Common Stock shall be
deemed to be the volume-weighted average of the closing or last
reported sale prices of the Common Stock on such exchange or market
over the ten day period ending ten trading days prior to the
Determination Date;
(b) If otherwise traded in an over-the-counter
market, the fair market value of the Common Stock shall be deemed
to be the average of the closing ask prices of the Common Stock
over the five day period ending five trading days prior to the
Determination Date; and
(c) If there is no public market for the Common
Stock, then fair market value shall be determined in good faith by
the Company’s Board of Directors.
5. Partial Exercise
. This Warrant may be exercised in
part, and the Holder shall be entitled to receive a new warrant,
which shall be dated as of the date of this Warrant, covering the
number of shares in respect of which this Warrant shall not have
been exercised.
6. Fractional Shares
. In no event shall any fractional
share of Common Stock be issued upon any exercise of this Warrant.
If, upon exercise of this Warrant in its entirety, the Holder
would, except as provided in this Section 6 , be
entitled to receive a fractional share of Common Stock, then the
Company shall issue the next higher number of full shares of Common
Stock, issuing a full share with respect to such fractional
share.
7. Expiration Date; Automatic
Exercise. This Warrant
shall expire at the close of business on December 6, 2013, and
shall be void thereafter (the “ Expiration Date
”). Notwithstanding the foregoing, this Warrant shall
automatically be deemed to be exercised in full pursuant to the
provisions of Section 4 hereof, without any further
action on behalf of the Holder, immediately prior to the time this
Warrant would otherwise expire pursuant to the preceding
sentence.
8. Reserved Shares; Valid
Issuance . The Company
covenants that it will at all times from and after the date hereof
reserve and keep available such number of its authorized shares of
Common Stock free from all preemptive or similar rights therein, as
will be sufficient to permit, respectively, the exercise of this
Warrant in full. The Company further covenants that such shares as
may be issued pursuant to such exercise and/or conversion will,
upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with
respect to the issuance thereof.
9. Stock Splits and
Dividends . If after the
date hereof the Company shall subdivide the Common Stock, by
split-up or otherwise, or combine the Common Stock, or issue
additional shares of Common Stock in
2.
payment of a stock dividend on the Common Stock,
the number of shares of Common Stock issuable on the exercise of
this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination, and the Purchase Price
shall forthwith be proportionately decreased in the case of a
subdivision or stock dividend, or proportionately increased in the
case of a combination.
10. Mergers and
Reclassifications . If
after the date hereof the Company shall enter into any
Reorganization (as hereinafter defined), this Warrant shall expire
and terminate effective as of the closing of such Reorganization.
Notwithstanding the foregoing, in the event that any outstanding
warrants to purchase equity securities of the Company are assumed
by the successor entity of a Merger (or parent thereof), this
Warra