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EXHIBIT
4.2
SAMPLE
WARRANT - CASHLESS FORMAT
NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE 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 (THE
“SECURITIES ACT”), 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 REASONABLY ACCEPTABLE TO THE
COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
MODERN
MEDICAL MODALITIES CORPORATION
WARRANT
Warrant
No. M-0XX Date
of Original Issuance: XXXXXXXXX
Modern
Medical Modalities Corporation, a New Jersey corporation (the
“Company”), hereby certifies that, for value
received, XXXXXXXXXX or its registered assigns (the
“Holder”), has the right to purchase from the
Company up to a total of XXXXXX (“xxx-xxxxxxxxxxxxxxxxx)
shares of common stock, $0.0002 par value per share (the
“Common Stock”), of the Company (each such share,
a “Warrant Share” and all such shares, the
“Warrant Shares”) at an exercise price equal to
$X.XX per share (as adjusted from time to time as provided in
Section 8, the “Exercise Price”), at any time and
from time to time from and after the date hereof and through
and including XXXXXXXXX (the “Expiration
Date”).
13.
Registration of Transfers .
The Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and
signed, to the Company’s transfer agent or to the Company at
its address specified herein. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially
the form of this Warrant (any such new warrant, a “New
Warrant”), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee thereof shall
be deemed the acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant.
14.
Exercise and Duration of Warrants .
(a)
This Warrant shall be exercisable by the registered Holder at any
time and from time to time on or after the date hereof to and
including the Expiration Date. At 11:59 p.m., Eastern Time on the
Expiration Date, the portion of this Warrant not exercised prior
thereto shall be and become void and of no value.
(b)
The
Holder may, at its option during such time, elect to pay some
or all of the Exercise Price payable upon an exercise of this
Warrant by canceling a portion of this Warrant exercisable for
such number of Warrant Shares as is determined by dividing
(i) the total Exercise Price payable in respect of the
number of Warrant Shares being purchased upon such exercise by
(ii) the excess of the Fair Market Value per share of
Common Stock as of the effective date of exercise, as
determined pursuant to Section 2(c) below (the “Exercise
Date”) over the Exercise Price per share. If the Holder
wishes to exercise this Warrant pursuant to this method of
payment with respect to the maximum number of Warrant Shares
purchasable pursuant to this method, then the number of
Warrant Shares so purchasable shall be equal to the total
number of Warrant Shares, minus the product obtained by
multiplying (x) the total number of Warrant Shares by
(y) a fraction, the numerator of which shall be the
Exercise Price per share and the denominator of which shall be
the Fair Market Value per share of Common Stock as of the
Exercise Date.
(c)
For
purposes of this Warrant, “Fair Market Value”
shall mean, on any day:
(i)
the
closing price of the Common Stock on a national securities
exchange or as quoted on the Nasdaq National Market or the
Nasdaq SmallCap Market on such day, as reported by the Wall
Street Journal; or
(ii)
if
the Common Stock is quoted on the Nasdaq National Market or
the Nasdaq SmallCap Market but no sale occurs on such day, the
average of the closing bid and asked prices of the Common
Stock on the Nasdaq National Market or the Nasdaq SmallCap
Market on such day, as reported by the Wall Street Journal;
or
(iii)
if
the Common Stock is not so listed or quoted, the average of
the closing bid and asked prices of the Common Stock in the
U.S. over-the-counter market; or
(iv)
if
no such trading market is readily available, the fair market
value of the Common Stock as determined in good faith and
certified by a majority of the members of the Board of
Directors of the Company.
15.
Delivery of Warrant Shares .
(a)
Upon delivery of the Form of Election to Purchase to the Company
(with the attached Warrant Shares Exercise Log) at its address for
notice set forth in Section 13 and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, the Company shall promptly issue and
deliver to the Holder a certificate for the Warrant Shares after
the Date of Exercise.
A
“Date of Exercise” means the date on which the
Holder shall have delivered to the Company (i) the Form of
Election to Purchase attached hereto (with the Warrant
Exercise Log attached to it), appropriately completed and duly
signed and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Holder to be
purchased.
(b)
Transfer Restrictions.
(i)
This Warrant and the Warrant Shares may only be disposed of
pursuant to an effective registration statement under the
Securities Act, to the Company or pursuant to an available
exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In connection with
any transfer of this Warrant or any Warrant Shares other than
pursuant to an effective registration statement or to the Company,
except as otherwise set forth herein, the Company may require the
transferor to obtain an opinion of counsel reasonably acceptable to
the Company to the effect that such transfer does not require
registration under the Securities Act. Notwithstanding the
foregoing, the Company, without requiring a legal opinion as
described in the immediately preceding sentence, hereby consents to
and agrees to register on the books of the Company and with any
transfer agent for the securities of the Company any transfer of
this Warrant and the Warrant Shares by the Holder to an Affiliate
(as defined in Rule 405 under the Securities Act) of the Holder or
to one or more funds or managed accounts under common management
with such Holder, and any transfer among any such Affiliates or one
or more funds or managed accounts, provided that the transferee
certifies to the Company that it is an “accredited
investor” as defined in Rule 501(a) under the Securities Act
and that it is acquiring the Warrant and the Warrant Shares solely
for investment purposes (subject to the qualifications
hereof).
(ii)
Warrant Shares issued while there is not an effective registration
statement covering the resale by the Holder of the Warrant Shares
(a “Registration Statement”) or while the Holder may
not resell such Warrant Shares pursuant to Rule 144(k) under the
Securities Act shall be issued with the following
legend:
THESE
SECURITIES HAVE NOT 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 (THE “SECURITIES
ACT”), 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 REASONABLY ACCEPTABLE TO THE COMPANY TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.
16.
Charges, Taxes and Expenses .
Issuance and delivery of certificates for shares of Common Stock
upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than
that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring
this Warrant or receiving Warrant Shares upon exercise
hereof.
17.
Replacement of Warrant .
If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss,
theft or destruction, if requested. Applicants for a New Warrant
under such circumstances shal
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