Exhibit 10.2
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE
HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
COUNSEL FOR THE COMPANY, IS AVAILABLE.
WARRANT TO PURCHASE COMMON STOCK
OF
HYDRON TECHNOLOGIES, INC.
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Warrant Certificate No. 2007-19
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Date: July 18, 2007 (“Effective
Date”)
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For value received, HYDRON TECHNOLOGIES, INC., a New
York corporation (the “Company”), hereby grants to
RONALD J. SAUL and his spouse, ANTONETTE G. SAUL, jointly
(collectively, the “Holder”), the right to purchase,
TWO HUNDRED FIFTY THOUSAND (250,000) shares of common stock of the
Company, par value $.14 per share (the “Stock”), at the
Warrant Exercise Price per share (as defined below), subject to
adjustment and the other terms and conditions as set forth below,
at any time or from time to time after the date hereof and prior to
5:00 P.M. (Eastern Time) on July 18, 2012 (the “Warrant
Expiration Date”).
This warrant and all warrants hereafter issued in
exchange or substitution for this warrant are hereinafter referred
to as the “Warrants.” THIS WARRANT, TO THE EXTENT NOT
EXERCISED IN THE MANNER SET FORTH HEREIN, SHALL TERMINATE AND
BECOME NULL AND VOID AT 5:00 P.M. (EASTERN TIME) ON THE WARRANT
EXPIRATION DATE.
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This Warrant is subject to the following terms and
conditions:
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1.
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Exercise; Issuance of Certificates; Payment
for Shares .
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(a)
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Exercise . This Warrant
may be exercised, at the option of the Holder, in whole or in part
at any time prior to 5:00 P.M. (Eastern Time) on the Warrant
Expiration Date, by surrender to the Company of this Warrant
Certificate properly endorsed together with the Form of
Subscription attached hereto as Exhibit
A , duly filled in, executed and
accompanied by payment of an amount equal to the Warrant Exercise
Price multiplied by the number of shares of Stock for which the
Warrant is being exercised. Payment shall be either (x) in cash,
wire transfer to the Company’s bank account, certified bank
check or official bank or cashier’s check payable to the
order of the Company or (y) relinquishing a portion of the Warrant
equal in value to the Warrant Exercise Price for the number of
shares of Stock for which the Warrant is being exercised. The
portion of the Warrant that Holder relinquishes shall be valued, as
of the date of exercise of the Warrant, at the
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excess of the Fair Market Value (as defined below)
for a share of Common Stock over the Warrant Exercise Price
multiplied by the number shares subject to the portion of the
Warrant that he relinquishes. For example, if Holder exercises the
Warrant for 10,000 shares for a total Warrant Exercise Price of
$2,000 and the Fair Market Value is $1.20, he may pay for the
10,000 Warrant Shares by relinquishing his right to exercise the
Warrant for 2,000 of the remaining shares subject to the Warrant.
“Fair Market Value” means, as of any date, the closing
price for a share of Common Stock on the principal exchange on
which the Common Stock is listed or, if the Common Stock is not
listed on an exchange, the last sale price or, if there are no
sales on such date, the average of the bid and asked price, of The
Nasdaq Stock Market, Inc. for a share of Common Stock. If the
shares of Common Stock are not publicly-traded, Fair Market Value
shall be determined in good faith by the Board of Directors of the
Company, taking into account recent sale prices for a share of
Common Stock.
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(b)
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Certificates . The
Company agrees that the shares of Stock purchased on the exercise
of each Warrant shall be deemed to be issued as of the close of
business on the date on which this Warrant Certificate shall have
been surrendered and payment made for such shares of Stock.
Issuance of the shares of Stock shall be subject to compliance with
all provisions of the Securities Act of 1933, as amended (the
“Securities Act”), the Securities Exchange Act of 1934
(the “Exchange Act”), and any relevant state securities
law. Certificates for the largest whole number of shares of Stock
so purchased shall be delivered to the Holder by the Company within
ten business days after this Warrant has been exercised. No
fractional shares of Stock shall be issued upon exercise of this
Warrant. Each stock certificate so delivered shall be registered in
the name of the Holder or such other name as shall be designated by
the Holder, subject to the provisions of Sections 4 and 7 hereof.
If prior to the Warrant Expiration Date, this Warrant is exercised
in part, one or more new Warrants substantially in the form of, and
on the terms contained in, this Warrant Certificate will be issued
for the covering the remaining number shares of Stock the Holder
hereof is entitled to purchase.
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(c)
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The exercise price shall be $0.14 per
share.
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2. Shares to be
Fully Paid; Reservation of Shares . The Company covenants and agrees
that all shares of Stock that may be issued upon the exercise of
this Warrant will, upon issuance, be duly authorized, validly
issued, fully paid and nonassessable. The Company further covenants
and agrees that during the period within which this Warrant may be
exercised, the Company will at all times have authorized and
reserved, and will keep available solely for issuance upon exercise
of this Warrant, a sufficient number of shares of Stock or other
securities and property as from time to time shall be receivable
upon the exercise of this Warrant. The Company shall provide that
any successor corporation shall reserve a sufficient number of
shares or authorized but unissued stock or other securities or set
aside sufficient other property, as the case may be, as provided
for in this Section 2.
-2-
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3.
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Adjustment of Warrant Exercise Price and
Number of Shares; Events Requiring Notice; Changes in
Stock .
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(a)
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Method of Adjustment .
The Warrant Exercise Price and the number of shares of Stock
purchasable hereunder shall be subject to adjustment from time to
time upon the occurrence of the events described in Section 3(b).
Upon each adjustment of the Warrant Exercise Price, the Holder
shall thereafter be entitled to purchase, at the Warrant Exercise
Price resulting from such adjustment, the number of shares of Stock
obtained by multiplying the Warrant Exercise Price in effect
immediately prior to such adjustment by the number of shares of
Stock purchasable hereunder immediately prior to such adjustment,
and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.
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(b)
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Subdivision or Combination of Stock and Stock
Dividend . In case the
Company shall at any time subdivide its outstanding shares of Stock
into a greater number of shares of Stock or declare a dividend upon
its Stock payable solely in shares of Stock, the War
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