|
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
|