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WARRANT TO PURCHASE 10,000 SHARES ISSUED TO RICHARD D. GUYER

Warrant Agreement

WARRANT TO PURCHASE 10,000 SHARES ISSUED TO RICHARD D. GUYER | Document Parties: Back Institute Physicians, PA | Musculoskeletal Research Foundation, Inc | Orthovita, Inc You are currently viewing:
This Warrant Agreement involves

Back Institute Physicians, PA | Musculoskeletal Research Foundation, Inc | Orthovita, Inc

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Title: WARRANT TO PURCHASE 10,000 SHARES ISSUED TO RICHARD D. GUYER
Governing Law: Pennsylvania     Date: 11/16/2006
Industry: Medical Equipment and Supplies     Sector: Healthcare

WARRANT TO PURCHASE 10,000 SHARES ISSUED TO RICHARD D. GUYER, Parties: back institute physicians  pa , musculoskeletal research foundation  inc , orthovita  inc
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EXHIBIT 10.29

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT.

 

 

     

Issue Date:

 

July 1, 2002

Void After:

 

June 30, 2007



ORTHOVITA, INC.

This Warrant has been issued in connection with the execution of a Clinical Assessment Agreement of even date herewith among Orthovita, Inc., The Musculoskeletal Research Foundation, Inc. and Texas Back Institute Physicians, P.A. (the "Clinical Assessment Agreement").

THIS CERTIFIES that, for value received, Richard D. Guyer, M.D. (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Orthovita, Inc. (the "Company"), at the Exercise Price (as defined below) per share determined as provided herein, up to 10,000 fully paid and nonassessable shares of the Company’s common stock, $0.01 par value per share (the "Common Stock").

1 Exercise Period - The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, at any time and from time to time during the Exercise Period, which shall commence at July 1, 2002 (the "Issue Date") and shall end at 5:00 p.m. Eastern Standard time on June 30, 2007 (the "Expiration Date"). Notwithstanding anything to the contrary contained herein, in the event that, prior to the Expiration Date, the Clinical Assessment Agreement is terminated for any reason, or if the Principal Investigator ceases to be employed by, act as a consultant for, or own an equity interest in The Musculoskeletal Research Foundation, Inc. or any successor entity thereof, any Warrants granted hereunder that have not been exercised immediately prior to such termination date shall be forfeited and be of no further force and effect.

2 Exercise Price - The price per share of the Common Stock at which this Warrant may be exercised (the "Exercise Price") shall be $1.75, subject to adjustment as provided herein.

3 Exercise of Warrant - During the aforesaid Exercise Period, this Warrant may be exercised, in whole or in part and from time to time, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the principal office of the Company (or such other office or agency of the Company as it may designate) and upon payment of the Exercise

Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the "Purchase Price"). Payment of the Purchase Price may be made (i) by check or bank draft payable to the order of the Company or (ii) by wire transfer to the account of the Company. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder’s name or in such name or names as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares so purchased shall be deemed to be issued as of the close of business on the date on which the Company receives the duly executed Notice of Exercise and the Purchase Price.

The Company covenants that all shares of Common Stock that are issued upon the exercise of rights represented by this Warrant will be fully paid, nonassessable, and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

4 No Fractional Shares or Scrip - No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to such fraction multiplied by the Exercise Price per share as then in effect.

5 Charges, Taxes and Expenses - Issuance of certificates for shares of Common Stock shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate; provided, however, that the Holder shall be responsible for any issue or transfer tax associated with such issuance.

6 No Rights as Shareholder - This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to exercise and payment of the Exercise Price in accordance with Section 3 hereof.

7 Investment Representation - The Holder (i) is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (ii) has the ability to bear the economic risks of such Holder’s prospective investment, including a complete loss of Holder’s investment in the Warrants and the shares of Common Stock issuable upon the exercise thereof (collectively, the "Securities"); (iii) has been furnished with and has had access to such information as such Holder has considered necessary to make a determination as to the purchase of the Securities together with such additional information as is necessary to verify the accuracy of the information supplied; (iv) has had the opportunity to ask questions concerning the Company and had all questions which have been asked by such Holder satisfactorily answered by the Company; and (v) has not been offered the Securities by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. The Holder, by acceptance of this Warrant, represents and warrants to the Company that this Warrant and all securities acquired upon any and all exercises of this Warrant are purchased for the Holder’s own account for investment, and not with view to distribution of either this Warrant or any securities purchasable upon exercise hereof.

8. Listing; Exercise or Transfer Without Registration

8.1 Listing - The Company shall, promptly after the date hereof, secure the listing of the shares of Common Stock issuable upon exercise of the Warrant upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of this Warrant; and the Company shall so list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise of this Warrant if and so long as any shares of the same class shall be listed on such national securities exchange or automated (warrant shares) quotation system.

8.2 Exercise or Transfer Without Registration - If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the shares of Common Stock issuable hereunder), shall not be registered under


 
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