[Form of Warrant for Additional
Closings]
CLASS A-___WARRANT
AGREEMENT
This CLASS A-___
WARRANT AGREEMENT (this “Warrant Agreement”) is dated
and entered into as of [
], 2006, by and between ORTHOLOGIC CORP., a Delaware corporation
(the “Company”), and PHARMABIO DEVELOPMENT INC., a
North Carolina corporation (“PharmaBio”).
WHEREAS, the
Company and PharmaBio have entered into the Common Stock and
Warrant Purchase Agreement, dated as of the date hereof (the
“Purchase Agreement”);
WHEREAS, the
Company and Quintiles, Inc., an affiliate of PharmaBio, have
entered into a Master Services Agreement also dated as of the date
hereof;
WHEREAS, pursuant
to the Purchase Agreement, the Company desires to grant to
PharmaBio the rights set forth in this Warrant
Agreement;
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the parties agree as
follows:
(a) The
Company hereby agrees to issue and sell to PharmaBio, its designee
or assigns (the “Holder”)
shares (the “Warrant Shares”) of the Company’s
Common Stock, $.0005 par value per share (“Common
Stock”), at an exercise price of
Dollars ($
) per share (the “Exercise Price”), upon the terms and
conditions herein set forth. (Such number of shares was calculated
as follows: $1,500,000, divided by the average of the closing
prices of the shares of Common Stock for the fifteen
(15) trading days prior to the date of the applicable
additional closing referred to in the Purchase Agreement (the
“Average Price”), multiplied by 13%. Such exercise
price was calculated as follows: the Average Price multiplied by
115%.) The Exercise Price and the number of Warrant Shares
purchasable upon exercise of this Warrant Agreement are subject to
adjustment from time to time as provided in Section 4 of this
Warrant Agreement.
2.
Expiration Date . This Warrant Agreement, and the
Holder’s right to purchase any of the Warrant Shares, will
expire at 5:00 p.m. Eastern Time on the tenth anniversary of the
date of this Warrant Agreement (the “Expiration
Date”).
3. Exercise of
this Warrant Agreement . The Holder may exercise this Warrant
Agreement, on any Business Day, at any time from and after the date
hereof and prior to the Expiration Date, in whole or in part, as
adjusted from time to time as provided in Section 4
of
this Warrant
Agreement, by: (a) the surrender of this Warrant Agreement,
with the Exercise Form substantially in the form attached hereto as
Annex A properly completed and executed, at the principal office of
the Company, and (b) upon payment by the delivery of a
certified check, official bank check or wire transfer of
immediately available funds, payable to the order of the Company,
in an amount equal to the aggregate purchase price for the Warrant
Shares being purchased upon such exercise. Upon receipt thereof by
the Company, the Holder will be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise as of the close
of business on the date of such receipt by the Company, and the
Company will promptly execute or cause to be executed and delivered
to the Holder, a certificate or certificates representing the
aggregate number of Warrant Shares specified in the Exercise Form.
If this Warrant Agreement is exercised only in part, the Company
will, at the time of delivery of said stock certificate or
certificates, deliver to the Holder a new Warrant Agreement of like
tenor evidencing the right of the Holder to purchase the remaining
Warrant Shares then covered by this Warrant Agreement.
“Business Day” shall mean any day, other than a
Saturday, Sunday or legal holiday during which banks in North
Carolina, United States are open for the conduct of their banking
business.
4.
Certain Adjustments . The Exercise Price at which Warrant
Shares may be purchased and the number of Warrant Shares to be
purchased upon exercise of this Warrant Agreement are subject to
change or adjustment from time to time as follows:
(a)
Merger, Sale of Assets, etc. If at any time while this
Warrant Agreement, or any portion hereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), (ii) a merger or consolidation
of the Company with or into another corporation or entity in which
the Company is not the surviving entity, or a reverse triangular
merger or share exchange in which the Company is the surviving
entity but the shares of the Company’s capital stock
outstanding immediately prior to the merger or share exchange are
exchanged or converted by virtue of the merger or share exchange
into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale, lease, license or other transfer
of all or substantially all of the Company’s properties or
assets to any other person or entity, then, as a part of such
reorganization, merger, consolidation, exchange or other transfer,
lawful provision shall be made so that the Holder shall thereafter
be entitled to receive upon exercise of this Warrant Agreement,
during the period specified herein and upon payment of the Exercise
Price then in effect, the number of shares of stock or other
securities or property resulting from such reorganization, merger,
consolidation, exchange or other transfer that a holder of the
shares deliverable upon exercise of this Warrant Agreement would
have been entitled to receive in such reorganization, merger,
consolidation, exchange or other transfer if this Warrant Agreement
had been exercised immediately before the record date of (or the
date of, if no record date is fixed) such reorganization, merger,
consolidation, exchange or other transfer, all subject to further
adjustment as provided in this Section 4. The foregoing
provisions of this Section 4(a) shall similarly apply to successive
reorganizations, mergers, consolidations, exchanges or other
transfers and to the stock or securities of any other corporation
that are at the time receivable upon the exercise of this Warrant
Agreement. If the per-share consideration payable to the Holder
hereof for shares in connection with any such transaction is in a
form other than cash or marketable securities, then the value of
such consideration shall be reasonably determined in good faith by
the Company’s Board of Directors. In all events, appropriate
adjustment (as
2
reasonably
determined in good faith by the Company’s Board of Directors)
shall be made in the application of the provisions of this Warrant
Agreement with respect to the rights and interests of the Holder
after any of the above-referenced transactions, to the end that the
provisions of this Warrant Agreement shall be applicable after such
event, as near as reasonably may be, in relation to any shares or
other property deliverable after such event upon exercise of this
Warrant Agreement.
(b)
Reclassification, etc. If the Company, at any time while
this Warrant Agreement, or any portion hereof, remains outstanding
and unexpired, by reclassification of securities or otherwise,
shall change any of the securities as to which purchase rights
under this Warrant Agreement exist into the same or a different
number of securities of any other class or classes, this Warrant
Agreement shall thereafter represent the right to acquire such
number and kind of securities as the Holder would have received if
this Warrant Agreement had been exercised in full immediately prior
to such reclassification or other change or immediately prior to
the record date with respect thereto and the Exercise Price
therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 4. The foregoing
provisions of this Section 4(b) shall similarly apply to successive
reclassifications or other changes.
(c)
Split, Subdivision or Combination of Shares . If the
Company, at any time while this Warrant Agreement, or any portion
hereof, remains outstanding and unexpired, shall split, subdivide
or combine the securities as to which purchase rights under this
Warrant Agreement exist, into a different number of securities of
the same class, the Exercise Price f
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