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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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the number of shares of Common Stock to be issued
to the Holder pursuant to this Section 4 .
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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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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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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 t
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