Exhibit 10.10
THIS WARRANT
AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE
OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH
SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE
ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES
ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT
REQUIRED.
Date: May 20, 2010
WARRANT FOR THE PURCHASE OF
SHARES OF
COMMON STOCK OF GELTECH
SOLUTIONS, INC.
THIS IS TO
CERTIFY that, for value received, Michael Reger, his successors and
assigns (collectively, the “Holder”), is entitled to
purchase, subject to the terms and conditions hereinafter set
forth, 150,000 shares of GelTech Solutions, Inc., a Delaware
corporation (the “Company”) common stock, $0.001 par
value per share (“Common Stock”), and to receive
certificates for the Common Stock so purchased. The
exercise price of this Warrant is $1.50 per share, subject to
adjustment as provided below (the “Exercise
Price”).
1. Exercise
Period. This Warrant shall be exercisable by the
Holder at any time through 5:00 p.m., New York, New York time on
May 20, 2012 (the “Exercise Period”). This Warrant will
terminate automatically and immediately upon the expiration of the
Exercise Period.
2. Exercise of
Warrant. This Warrant may be exercised, in whole or
in part, at any time and from time to time during the Exercise
Period. Such exercise shall be accomplished by tender to the
Company of an amount equal to the Exercise Price multiplied by
number of underlying shares being purchased (the “Purchase
Price”) in cash, by wire transfer or by certified check or
bank cashier’s check, payable to the order of the Company.
Upon receipt of the foregoing, the Company will deliver to the
Holder, as promptly as possible, a certificate or certificates
representing the shares of Common Stock so purchased, registered in
the name of the Holder or its transferee (as permitted under
Section 3 below). With respect to any exercise of this
Warrant, the Holder will for all purposes be deemed to have become
the holder of record of the number of shares of Common Stock
purchased hereunder on the date a properly executed Subscription
and payment of the Purchase Price is received by the Company (the
“Exercise Date”), irrespective of the date of delivery
of the certificate evidencing such shares, except that, if the date
of such receipt is a date on which the stock transfer books of the
Company are closed, such person will be deemed to have become the
holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are
open. Fractional shares of Common Stock will not be
issued upon the exercise of this Warrant. In lieu of any fractional
shares that would have been issued but for the immediately
preceding sentence, the Holder will be entitled to receive cash
equal to the current market price of such fraction of a share of
Common Stock on the trading day immediately preceding the Exercise
Date. In the event this Warrant is exercised in part, the Company
shall issue a new Warrant to the Holder covering the aggregate
number of shares of Common Stock as to which this Warrant remains
exercisable for.
3. Transferability
and Exchange.
(a) This
Warrant, and the Common Stock issuable upon the exercise hereof,
may not be sold, transferred, pledged or hypothecated unless the
Company shall have been provided with an opinion of counsel
reasonably satisfactory to the Company that such transfer is not in
violation of the Securities Act, and any applicable state
securities laws. Subject to the satisfaction of the aforesaid
condition, this Warrant and the underlying shares of Common Stock
shall be transferable from time to time by the Holder upon written
notice to the Company. If this Warrant is transferred,
in whole or in part, the Company shall, upon surrender of this
Warrant to the Company, deliver to each transferee a Warrant
evidencing the rights of such transferee to purchase the number of
shares of Common Stock that such transferee is entitled to purchase
pursuant to such transfer. The Company may place a legend similar
to the legend at the top of this Warrant on any replacement Warrant
and on each certificate representing shares issuable upon exercise
of this Warrant or any replacement Warrants. Only a registered
Holder may enforce the provisions of this Warrant against the
Company. A transferee of the original registered Holder becomes a
registered Holder only upon delivery to the Company of the original
Warrant and an original Assignment, substantially in the form set
forth in Exhibit B attached hereto.
(b) This
Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable
hereunder, each of such new Warrants to represent the right to
purchase such number of shares as may be designated by the Holder
at the time of such surrender (not to exceed the aggregate number
of shares underlying this Warrant).
4.
Adjustments to Exercise Price and Number of Shares Subject to
Warrant . The Exercise Price and the number of
shares of Common Stock purchasable upon the exercise of this
Warrant are subject to adjustment from time to time upon the
occurrence of any of the events specified in this Section 4. For
the purpose of this Section 4, “Common Stock” means
shares now or hereafter authorized of any class of common stock of
the Company, however designated, that has the right to participate
in any distribution of the assets or earnings of the Company
without limit as to per share amount (excluding, and subject to any
prior rights of, any class or series of preferred
stock).
(a) In
case the Company shall (i) pay a dividend or make a distribution in
shares of Common Stock to holders of shares of Common Stock, (ii)
subdivide its outstanding shares of Common Stock into a greater
number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares, or (iv) issue by
reclassification of its shares of Common Stock other securities of
the Company, then the Exercise Price in effect at the time of the
record date for such dividend or on the effective date of such
subdivision, combination or reclassification, and/or the number and
kind of securities issuable on such date, shall be proportionately
adjusted so that the Holder of the Warrant thereafter exercised
shall be entitled to receive the aggregate number and kind of
shares of Common Stock (or such other securities other than Common
Stock) of the Company, at the same aggregate Exercise Price, that,
if such Warrant had been exercised immediately prior to such date,
the Holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend, distribution, subdivision,
combination or reclassification. Such adjustment shall be made
successively whenever any event listed above shall
occur.
(b) In
case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in
which the Company is the surviving corporation) of cash, evidences
of indebtedness or assets, or subscription rights or warrants, the
Exercise Price to be in effect after such record date shall be
determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, the numerator of which
shall be the Fair Market Value per share of
Common Stock on such record date, less the amount of cash so to be
distributed or the fair market value (as determined in good faith
by, and reflected in a formal resolution of, the board of directors
of the Company) of the portion of the assets or evidences of
indebtedness so to be distributed, or of such subscription rights
or warrants, applicable to one share of Common Stock, and the
denominator of which shall be the Fair Market
Value per share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event
that such distribution is not so made, the Exercise Price shall
again be adjusted to be the Exercise Price which would then be in
effect if such record date had not been fixed. When determining
Fair Market Value of the Company’s Common Stock, “Fair
Market Value” shall mean: (i) if the principal
trading market for such securities is a national securities
exchange, including The Nasdaq Stock Market or the Over-the-Counter
Bulletin Board (“OTCBB”) (or a similar system then in
use), the last reported sales price on the principal market the
trading day immediately prior to such record date; or (ii)
if (i) is not applicable, and if bid and ask prices for
shares of Common Stock are reported by the principal trading market
or the Pink OTC Markets, Inc. (or successor), the average of the
high bid and low ask prices so reported for the trading day
immediately prior to such record date. Notwithstanding
the foregoing, if there is no last reported sales p
