Exhibit 10.10
THIS
WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE
HEREOF HAVE NOT
BEEN
REGISTERED
UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED
(THE "1933
ACT").
THE HOLDER
HEREOF, BY PURCHASING THIS WARRANT, AGREES FOR THE
BENEFIT
OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE
TRANSFERRED
ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EXEMPTION
FROM REGISTRATION
UNDER THE 1933 ACT AND
ANY APPLICABLE
STATE
SECURITES
LAWS, OR (C) IF REGISTERED UNDER THE 1933 ACT AND ANY
APPLICABLE
STATE
SECURITIES LAWS.
---------------------------------------
MICROHELIX, INC.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
Expires April 8, 2015
Portland, Oregon
Original Issue Date: April 8, 2005
IN
CONSIDERATION OF $1,000.00, the representations and covenants set
forth
herein, and other good and valuable
consideration
received, and subject
to the
provisions hereinafter set forth,
microHelix,
Inc., an Oregon
corporation (the
"Company"), hereby certifies that
____________________________or its registered
assigns (the "Warrant Holder") is entitled
to subscribe for and purchase, during
the period specified in this Warrant,
up to [xxx,xxx] shares
("Warrant Shares")
(subject to adjustment as hereinafter
provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Company, at an
exercise price per share equal to $0.25 per share
(subject to
adjustment
as
hereinafter provided, the "Exercise Price")
subject, however, to
the provisions
and upon the terms and conditions
hereinafter set forth.
The right to
purchase
Warrant Shares will expire at 12:01 a.m.,
Pacific Time, on April 8, 2015.
<PAGE>
1.
Registration
of Warrant.
The Company will
register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record
Warrant Holder hereof
from time to time.
The Company may deem and treat the
registered Warrant
Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Warrant Holder, and for
all other purposes,
and the Company
will not be affected by notice to the
contrary.
2.
Representations
and Covenants of the
Warrant Holder. This Warrant has
been entered into by the Company in
reliance upon the following representations
and covenants of the Warrant Holder:
(a) The Warrant Holder by accepting this Warrant represents that
the
Warrant Holder is acquiring this Warrant for its own account
or the account of
an affiliate for investment purposes and not with the view to
any offering or
distribution and that the Warrant Holder will
not sell or otherwise
dispose of
this Warrant or the underlying Warrant Shares in violation of applicable
securities laws.
(b) The Warrant Holder acknowledges that the certificates
representing any Warrant Shares will bear a
legend indicating that they have not
been registered under the United States
Securities Act of
1933, as amended (the
"1933 Act"), and may not be sold by the Warrant
Holder except pursuant to an
effective registration statement or pursuant to an
exemption from registration
requirements of the 1933 Act and in
accordance with federal and state securities
laws.
(c) In no event will the Warrant Holder make a disposition of any
of
its rights to acquire Common Stock or Common Stock
issuable upon exercise of
such rights unless and until (i) it has
notified the Company of the proposed
disposition, and (ii) if requested by the
Company, it has furnished the Company
with an opinion of counsel satisfactory to the Company and its counsel to the
effect that (A) appropriate action necessary for compliance with the
1933 Act
has been taken, or (B) an exemption from the
registration
requirements of
the
1933 Act is available. Notwithstanding the foregoing, the restrictions on the
transferability of any security will
terminate when such security is effectively
registered under the 1933 Act and sold by the
holder thereof in accordance with
such registration, or such security is sold without
registration in
compliance
with Rule 144 under the 1933 Act.
Whenever the
restrictions imposed
under this
section terminate, the Warrant Holder or holder of a
share of Common Stock then
outstanding as to which such restrictions have terminated will be entitled to
receive from the Company one or more new
certificates
for the Warrant or
for
such shares of Common Stock not bearing any
restrictive legend.
(d) The Warrant
Holder is an "accredited investor" within the
meaning of Rule 501(a) of Regulation D
promulgated under the 1933 Act.
(e) The Warrant Holder has such knowledge and experience in
financial and business matters as to be capable of
evaluating
the merits and
risks of its investment, and has the ability to bear the
economic risks of its
investment.
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<PAGE>
(f) The Warrant Holder understands that if a registration
statement
covering the this Warrant or the Common Stock if not
in effect when it desires
to sell this Warrant or the Common Stock, it may be required to hold such
securities for an indefinite period. The Warrant Holder also
understands that
any sale of its rights to purchase
Common Stock or Common Stock which might
be
made by it in reliance upon Rule 144 under the 1933 Act may be made only
in
accordance with the terms and conditions of
that Rule.
3.
Validity of Warrant
and Issue of Shares.
The Company represents
and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will,
when issued upon
such
exercise, be duly authorized, validly issued, fully paid and
nonassessable and
free from all taxes, liens and charges with respect to
the issue thereof.
The
Company further warrants and agrees that during the period
within which the
rights represented by this Warrant may be
exercised,
the Company will at
all
times have authorized and reserved a sufficient number of Common Stock to
provide for the exercise of the rights
represented by this Warrant.
4.
Registration
of Transfers of
Warrant. Subject to
compliance with the
legend set forth on the face of this
Warrant and Section 2(c), the Company will
register the transfer of any portion of this Warrant in the Warrant in the
Warrant Register, upon surrender of this Warrant with the
Form of Assignment
attached hereto duly completed and signed, to the Company. Upon any such
registration or transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any
such new warrant, a
"New Warrant"),
evidencing the portion of this Warrant so transferred will be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, will be issued to the
transferring Warrant
Holder.
The acceptance of the New Warrant by the
transferee
thereof will be deemed
the
acceptance of such transferee of all of the rights
and obligations of a Warrant
Holder of a Warrant.
5.
Exercise of Warrants.
(a) Upon surrender
of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company,
and upon
payment and delivery of the Exercise
Price per Warrant
Share multiplied by
the
number of Warrant Shares that the Warrant
Holder intends to purchase hereunder,
in lawful money of the United States of America, in cash or by certified or
official bank check or checks, to the Company, all as specified by the
Warrant
Holder in the Form of Election to Purchase,
the Company will
promptly issue or
cause to be issued and cause to be
delivered to or upon the written order of the
Warrant Holder and in such name or names
as the Warrant
Holder may
designate
(subject to the restrictions on transfer described Section 2(c) and in the
legend set forth on the face of this
Warrant), a certificate for the Warrant
Shares issuable upon such exercise,
with such restrictive
legend as required by
the 1933 Act. Any person so designated by
the Holder to receive
Warrant Shares
will be deemed to have become the holder of
record of such Warrant
Shares as of
the Date of Exercise of this Warrant.
(b) A "Date of
Exercise" means the
date on which the Company will
have received (i) this Warrant (or any
New Warrant, as
applicable),
with the
Form of Election to Purchase attached hereto (or attached to such New
Warrant)
appropriately completed and duly signed, and
(ii) payment of the Exercise Price
for the number of Warrant Shares indicated by the Warrant Holder to be
purchased.
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<PAGE>
(c) If less than all of the Warrant Shares which may be purchased
under this Warrant are exercised at any
time, the Company will issue or cause to
be issued a New Warrant evidencing the
right to purchase the remaining number of
Warrant Shares.
(d) After April 8,
2006 the holder of this Warrant may, at its
election, exercise this Warrant in whole or in part
and, in lieu of making the
cash payment otherwise contemplated to be
made to the Company upon such exercise
in payment of the aggregate Exercise Price, elect instead to receive upon
such
exercise the "Net Number" of shares of
Common Stock determined according to the
following formula (a "Cashless
Exercise"):
Net Number = (A x (B - C))/B
(ii) For purposes of the foregoing formula:
A = the total number shares with respect to which this Warrant
is then being exercised.
B = the average
Market Price (as defined below) over a
twenty-one (21) day
period ending three
trading days
before
the effective date of the Exercise Notice.
C = the Warrant
Exercise Price then in
effect at the time of
such exercise.
"Market Price" means, with respect to Warrant
Shares, if (i) the shares are
listed or admitted for listing on any
national securities
exchange or
included
in The Nasdaq National Market or the Nasdaq
SmallCap Market,
the last reported
sales price as reported on such
exchange or market;
(ii) if the shares are
not
so listed or admitted for trading,
the average of the
last reported closing bid
and asked quotation for the shares as
reported on the National Association of
Securities Dealers Automated Quotation
System ("NASDAQ") or a similar service if
NASDAQ is not reporting such information; or (iii) if the shares are not so
listed or admitted for trading or quoted by NAS
