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EXHIBIT
10.3
NEITHER THIS WARRANT CERTIFICATE NOR THE
WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK ISSUABLE
UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR RIGHTS
UNDER SAME, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR THE LAWS OF ANY STATE, AND NEITHER THIS WARRANT CERTIFICATE NOR
THE WARRANTS REPRESENTED HEREBY NOR ANY SHARES OF COMMON STOCK
ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS, NOR ANY INTEREST IN OR
RIGHTS UNDER SAME, MAY BE SOLD OR OTHERWISE TRANSFERRED UNLESS
REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
W-2007-A- ·
PRO-PHARMACEUTICALS,
INC.
COMMON STOCK PURCHASE
WARRANT
Pro-Pharmaceuticals, Inc., a
Nevada corporation (the “Company”), for value received
and subject to the terms set forth below hereby grants to
[insert name of holder] , or registered successors and
assigns (the “Holder”), the right to purchase from the
Company at any time or from time to time until the date and time
permitted under Section 2.1 below, [number of warrants]
( · )] fully paid and nonassessable shares of the Common
Stock, par value $.001 per share, at the purchase price of one
dollar and fifty cents ($1.50) per share (the “Exercise
Price”). The Exercise Price and the number and character of
such shares of Common Stock purchasable pursuant to the rights
granted under this Warrant are subject to adjustment as provided
herein.
1. Definitions . As used herein
the following terms, unless the context otherwise requires, have
the following respective meanings:
(a) “Common
Stock” means all stock of any class or classes (however
designated) of the Company, authorized upon the Issue Date or
thereafter, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance
of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference,
and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority
of directors of the Company (even though the right so to vote has
been suspended by the happening of such a contingency).
(b) “Issue
Date” means · 2007.
(c) “This
Warrant” means, collectively, this Warrant and all other
stock purchase warrants issued in exchange therefor or replacement
thereof.
(d) “Other
Securities” means any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or
other) which the Holder of this Warrant at any time shall be
entitled to receive, or shall have received, upon the exercise of
this Warrant, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange
for or in replacement of Common Stock or Other Securities pursuant
to Section 3.2 hereof or otherwise.
2. Exercise.
2.1 Exercise Period .
The Holder may exercise this Warrant at any time on or after the
181 st
day after the Issue Date and
before the close of business in Boston, Massachusetts on the fourth
anniversary of the Issue Date (the “Exercise
Period”).
2.2 Exercise Procedure
.
(a) This Warrant will be
deemed to have been exercised at such time as the Company has
received all of the following items (the “Exercise
Date”):
(i) a completed Subscription
Agreement as described in Section 2.4 hereof, executed by the
Person exercising all or part of the purchase rights represented by
this Warrant (the “Purchaser”);
(ii) this Warrant;
(iii) if this Warrant is not
registered in the name of the Purchaser, an Assignment or
Assignments in the form set forth in Exhibit B hereto, evidencing
the assignment of this Warrant to the Purchaser together with any
documentation required pursuant to Section 8(a) hereof;
and
(iv) a check payable to the
order of the Company in an amount equal to the product of the
Exercise Price multiplied by the number of shares of Common Stock
being purchased upon such exercise.
(b) As soon as practicable
after the exercise of this Warrant in full or in part, and in any
event within ten (10) days after the Exercise Date, the
Company at its expense will cause to be issued in the name of and
delivered to the Purchaser, or as the Purchaser (upon payment by
the Purchaser of any
applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and
non-assessable shares of Common Stock (or Other Securities) to
which the Purchaser shall be entitled upon such exercise, together
with any other stock or other securities and property (including
cash, where applicable) to which the Purchaser is entitled upon
exercise.
(c) Unless this Warrant has
expired or all of the purchase rights represented hereby have been
exercised, the Company at its expense will, within ten
(10) days after the Exercise Date, issue and deliver to or
upon the order of the Purchaser a new Warrant or Warrants of like
tenor, in the name of the Purchaser or as the Purchaser (upon
payment by the Purchaser of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock remaining issuable under this
Warrant.
(d) The Common Stock (or
Other Securities) issuable upon the exercise of this Warrant will
be deemed to have been issued to the Purchaser on the Exercise
Date, and the Purchaser will be deemed for all purposes to have
become the record holder of such Common Stock (or Other Securities)
on the Exercise Date.
(e) The issuance of
certificates for shares of Common Stock (or Other Securities) upon
exercise of this Warrant will be made without charge to the Holder
or the Purchaser for any issuance tax in respect thereof or any
other cost incurred by the Company in connection with such exercise
and the related issuance of shares of Common Stock (or Other
Securities).
(f) The holder represents and
warrants that at the time of any exercise of this warrant the
holder is an “accredited investor,” as such term is
defined in Rule 501 promulgated under the Securities Act of 1933
(the “Securities Act”) and acknowledges and agrees that
the Company may, in its sole discretion, (i) require, as a
condition to the exercise of this Warrant, that the holder provide
such written evidence that such holder is an accredited investor as
the time of exercise, and (ii) decline to issue the shares of
Common Stock issuable upon such exercise if the Company is not
satisfied that this warrant may be exercised the holder pursuant to
a valid registration exemption from the Securities Act and any
applicable state securities law.
2.3 Acknowledgement of
Continuing Obligations . The Company will, at the time of the
exercise of this Warrant, upon the request of the Purchaser,
acknowledge in writing its continuing obligation to afford to the
Purchaser any rights to which the Purchaser shall continue to be
entitled after such exercise in accordance with the provisions of
this Warrant, provided that if the Purchaser shall fail to make any
such request, such failure shall not affect the continuing
obligation of the Company to afford to the Purchaser any such
rights.
2.4 Subscription
Agreement . The Subscription Agreement will be substantially in
the form set forth in Exhibit A hereto, except that if the
shares of Common Stock (or Other Securities) issuable upon exercise
of this Warrant are not to be issued in the name of the Purchaser,
the Subscription Agreement will also state the name of the Person
to whom the certificates for the shares of Common Stock (or Other
Securities) are to be issued, and if the number of shares of Common
Stock (or Other Securities) to be issued does not include all the
shares of Common Stock (or Other Securities) issuable hereunder, it
will also state the name of the Person to whom a new Warrant for
the unexercised portion of the rights hereunder is to be
delivered.
2.5 Fractional Shares
. If a fractional share of Common Stock would, but for the
provisions of Section 2.1 hereof, be issuable upon exercise of
the rights represented by this Warrant, the Company will, within
ten (10) days after the Exercise Date, deliver to the
Purchaser a check payable to the Purchaser in lieu of such
fractional share, in an amount equal to the Market Price of such
fractional share as of the close of business on the Exercise
Date.
3. Adjustments.
3.1 Adjustments for Stock
Splits, Etc . If the Company shall at any time after the Issue
Date subdivide its outstanding Common Stock, by split-up or
otherwise, or combine its outstanding Common Stock, or issue
additional shares of its capital stock in payment of a stock
dividend in respect of its Common Stock or Other Securities, the
number of shares issuable on the exercise of the unexercised
portion of this Warrant shall forthwith be proportionately
increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of combination, and the
Exercise Price then applicable to shares covered by the unexercised
portion of this Warrant shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend, or
proportionately increased in the case of combination.
3.2 Adjustment for
Reclassification, Reorganization, Etc .
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