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Exhibit
10.30
NEITHER
THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY.
Warrant
No. February 08-21
Void
after 5:00 p.m., Eastern Standard Time on February 11,
2013
COMMON
STOCK PURCHASE WARRANT
Lifesciences
Opportunities Incorporated, a Florida corporation (the
“
Company ”),
hereby certifies that, for value received ,
Howard Sampson (the
“
Warrant Holder ”)
is the owner of the number of common stock purchase warrants
(“
Warrants ”)
which entitles the holder thereof to purchase, at any time during
the period commencing on the Commencement Date (as defined herein)
and ending on the Expiration Date (as defined herein),
Fifty Thousand (
50,000 )
fully paid and non-assessable shares of the Company’s common
stock, par value $.0001 (“
Common Stock ”),
at a purchase price equal to the Exercise Price (as defined below)
in lawful money of the United States of America in cash or
securities, subject to adjustment as hereinafter
provided.
1.
WARRANT; EXERCISE PRICE .
1.1
This
Warrant is issued pursuant to an Employment Letter of
Understanding, by and among DRTATTOFF, LLC and the Warrant
Holder, effective as of June 16, 2007.
1.2
Each
Warrant shall entitle the Warrant Holder to purchase one share
of Common Stock, subject to adjustment as provided in Section
8 herein (individually, a “
Warrant Share ”
severally, the “
Warrant Shares ”).
1.3
The
purchase price payable upon exercise of each Warrant (the
“
Exercise Price ”)
shall be Eighty Cents ($0.80) per Warrant Share, or the equivalent
thereof. Notwithstanding the foregoing, the Exercise Price and
number of Warrant Shares purchasable pursuant to this Warrant are
subject to adjustment as provided in Section 8.
2.
EXERCISE OF WARRANT; EXPIRATION DATE .
2.1
This
Warrant is exercisable at any time and from time to time
commencing on February 11, 2008 (“Commencement
Date”) and ending at 5:00 p.m., Eastern Time on the date
set forth above (the “Expiration Date”), in whole
or from time to time in part, at the option of the Warrant
Holder, upon surrender of this Warrant to the Company together
with a duly completed Notice of Exercise in the form attached
hereto and payment of an amount equal to the then applicable
Exercise Price multiplied by the number of Warrant Shares then
being purchased upon such exercise, except as provided in
Section 2.1(b) hereunder.
2.2
Each
exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as
provided in Section 2.1. At such time, the person or persons
in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise as provided in Section
2.3 below shall be deemed to have become the holder or holders
of record of the Warrant Shares represented by such
certificates.
2.3
Within
five (5) business days after the exercise of the purchase
right represented by this Warrant, the Company at its expense
will use its reasonable best efforts to cause to be issued in
the name of, and delivered to, the Warrant Holder, or, subject
to the terms and conditions hereof, to such other individual
or entity as such Warrant Holder (upon payment by such Warrant
Holder of any applicable transfer taxes) may
direct:
(a)
a
certificate or certificates for the number of full Warrant
Shares to which such Warrant Holder shall be entitled upon
such exercise , and
(b)
in
case such exercise is in part only, a new Warrant or Warrants
(dated the date hereof) of like tenor, stating on the face or
faces thereof the number of shares of Common Stock currently
stated on the face of this Warrant minus the number of such
Warrant Shares purchased by the Warrant Holder upon such
exercise as provided in Section 2.2 (in each case prior to any
adjustments made thereto pursuant to the provisions of this
Warrant).
3.
REGISTRATION AND TRANSFER ON COMPANY BOOKS .
3.1
The
Company (or an agent of the Company) will maintain a register
containing the names and addresses of the Warrant Holders. Any
Warrant Holder may change its, his or her address as shown on
the warrant register by written notice to the Company
requesting such change.
3.2
The
Company shall register upon its books any transfer of a
Warrant upon surrender of same as provided in Section
5.
4.
RESERVATION OF SHARES .
The Company will at all times reserve and keep available, solely
for issuance and delivery upon the exercise of this Warrant, such
Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this
Warrant. As
long as the Warrant shall be outstanding, the Company shall use its
commercially reasonable efforts to cause all Warrant Shares
issuable upon exercise of the Warrants to be listed (subject to
official notice of issuance) on each Exchange (or, if applicable on
Nasdaq, NASD OTC Bulletin Board or Pink Sheets, LLC or any
successor electronic quotation service and trading market) on which
the Company's shares of Common Stock are then listed and/or quoted,
if any.
5.
EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF
WARRANTS .
This Warrant is exchangeable, without expense, at the option of the
Warrant Holder, upon presentation and surrender hereof to the
Company for other warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of
Warrant Shares purchasable hereunder. Subject to the terms of
Sections 6 and 7, upon surrender of this Warrant to the Company at
its principal office or at the office of its transfer agent, if
any, with the Assignment Form annexed hereto duly executed and
funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of
the assignee named in such instrument of assignment and this
Warrant shall be promptly canceled. Subject to the terms of
Sections 6 and 7, this Warrant may be divided or combined with
other warrants which carry the same rights upon presentation hereof
at the principal office of the Company together with a written
notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Warrant Holder hereof. The term
“Warrant” as used herein includes any Warrants into
which this Warrant may be divided or exchanged. Upon receipt by the
Company of reasonable evidence of the ownership of and the loss,
theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of indemnity reasonably satisfactory
to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant, the Company shall execute
and deliver in lieu thereof a new Warrant of like tenor and date
representing an equal number of Warrants.
6.
LIMITATION ON EXERCISE AND SALES .
(a)
Each
holder of this Warrant acknowledges that this Warrant and the
Warrant Shares have not been registered under the Securities
Act, as of the date of issuance hereof. This Warrant only may
be transferred in compliance with this Section 6 and Section
7. The Company shall be under no obligation to issue
the shares
of Common Stock covered
by such exercise unless and until the Warrant Holder shall
have executed the form of exercise annexed hereto that states
that at the time of such exercise that it is then an
“accredited investor” within the meaning of Rule
501 of Regulation D, is acquiring such shares
of Common Stock for
its own account, and will not transfer the Warrant Shares
unless pursuant to an effective and current registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act and any other
applicable restrictions, in which event the Warrant Holder
shall be bound by the provisions of a legend or legends to
such effect that shall be endorsed upon the certificate(s)
representing the Warrant Shares issued pursuant to such
exercise. In such event, the Warrant Shares issued upon
exercise hereof shall be imprinted with a legend in
substantially the form provided in Section 7(b).
(b)
Warrant
Holder represents and warrants that it is acquiring this
Warrant for its own account, for purposes of investment, and
not with a view to, or for sale in connection with, any
distribution thereof within the meaning of the Securities Act
and the rules and regulations promulgated thereunder. Warrant
Holder represents, warrants and agrees that it will not sell,
exercise, transfer or otherwise dispose of this Warrant (or
any interest therein) or any of the Warrant Shares purchasable
upon exercise hereof, except pursuant to (i) an effective
registration statement under the Securities Act and applicable
state securities laws or (ii) an opinion of counsel,
satisfactory to Company, that an exemption from registration
under the Securities Act and such laws is available. Warrant
Holder further acknowledges and agrees that Company is not
required, legally or contractually, so to register or qualify
the Warrant or such Warrant Shares or to take any action to
make such an exemption available. Warrant Holder understands
that Company will be relying upon the truth and accuracy of
the representations and warranties contained in this Section 6
in issuing this Warrant and such Warrant Shares without first
registering the issuance thereof under the Securities Act or
qualifying or registering the issuance thereof under any state
securities laws that may be applicable.
(c)
Warrant
Holder acknowledges that (i) there is not now, and there may
not be in the future, any public market for the Warrant, (ii)
although there currently is not a public trading market for
the shares of Common Stock, there can be no assurance that any
such market will be created and sustained, and (iii) there can
be no assurance that Warrant Holder will be able to liquidate
its investment in Company. Warrant Holder represents and
warrants that it is familiar with and understands the terms
and conditions of Rule 144 promulgated under the Securities
Act.
(d)
Warrant
Holder represents and warrants to Company that (i) it has such
knowledge and experience in financial and business matters as
is necessary to enable it to evaluate the merits and risks of
any investments in Company and is not utilizing any other
person to be a purchaser representative in connection with
evaluation of such merits and risks; and (ii) it has no need
for liquidity in an investment in Company and is able to bear
the risk of that investment for an indefinite period and to
afford a complete loss thereof.
(e)
Warrant
Holder represents and warrants that it has had access to, and
has been furnished with, all of the information it has
requested from Company and has had an opportunity to review
the books and records of Company and to discuss with
management and members of the board of directors of Company
the business and financial affairs of Company.
(f)
Warrant
Holder agrees that at the time of each exercise of this
Warrant, unless the issuance of Warrant Shares issuable
thereupon is pursuant to an effective registration statement
under the Securities Act and under applicable state blue sky
laws, Warrant Holder
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