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EXHIBIT 10.2
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE
SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Warrant
No. _____
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF
NEOSTEM, INC.
THIS
CERTIFIES that, for value received, ______________is entitled
to purchase from NEOSTEM, INC., a Delaware corporation (the
“
Corporation ”),
subject to the terms and conditions hereof, ____________________
(______) shares (the “
Warrant Shares ”)
of common stock, $.001 par value (the “
Common Stock ”).
This warrant, together with all warrants hereafter issued in
exchange or substitution for this warrant, is referred to as the
“
Warrant ”
and the holder of this Warrant is referred to as the “
Holder .”
The number of Warrant Shares is subject to adjustment as
hereinafter provided. Notwithstanding anything to the contrary
contained herein, this Warrant shall expire at 5:00 p.m. (Eastern
Time) on _____________,
2013 (the
“
Termination Date ”).
1.
Exercise of Warrants .
The Holder may, at any time six months after the date of issuance
(i.e. on _____________,
2008 )
and prior to the Termination Date, exercise this Warrant in whole
or in part at an exercise price per share equal to $1.75 per share,
subject to adjustment as provided herein (the “
Exercise Price ”),
by the surrender of this Warrant (properly endorsed) at the
principal office of the Corporation, or at such other agency or
office of the Corporation in the United States of America as the
Corporation may designate by notice in writing to the Holder at the
address of such Holder appearing on the books of the Corporation,
and by payment to the Corporation of the Exercise Price in lawful
money of the United States by check or wire transfer for each share
of Common Stock being purchased. Upon any partial exercise of this
Warrant, there shall be executed and issued to the Holder a new
Warrant in respect of the shares of Common Stock as to which this
Warrant shall not have been exercised. In the event of the exercise
of the rights represented by this Warrant, a certificate or
certificates for the Warrant Shares so purchased, as applicable,
registered in the name of the Holder, shall be delivered to the
Holder hereof as soon as practicable after the rights represented
by this Warrant shall have been so exercised.
2.
Reservation of Warrant Shares .
The Corporation agrees that, prior to the expiration of this
Warrant, it will at all times have authorized and in reserve, and
will keep available, solely for issuance or delivery upon the
exercise of this Warrant, the number of Warrant Shares as from time
to time shall be issuable by the Corporation upon the exercise of
this Warrant.
3.
No Stockholder Rights .
This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a stockholder of the
Corporation.
4.
Transferability of Warrant .
Prior to the Termination Date and subject to compliance with
applicable Federal and State securities and other laws, this
Warrant and all rights hereunder are transferable, in whole or in
part, at the office or agency of the Company by the Holder in
person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly
endorsed for transfer. Any registration rights to which this
Warrant may then be subject shall be transferred together with the
Warrant to the subsequent Investor.
5.
Certain Adjustments .
With respect to any rights that Holder has to exercise this Warrant
and convert into shares of Common Stock, Holder shall be entitled
to the following adjustments:
(a)
Merger or Consolidation .
If at any time there shall be a merger or a consolidation of the
Corporation with or into another entity when the Corporation is not
the surviving corporation, then, as part of such merger or
consolidation, lawful provision shall be made so that the holder
hereof shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment
of the aggregate Exercise Price then in effect, the number of
shares of stock or other securities or property (including cash) of
the successor corporation resulting from such merger or
consolidation, to which the holder hereof as the holder of the
stock deliverable upon exercise of this Warrant would have been
entitled in such merger or consolidation if this Warrant had been
exercised immediately before such transaction. In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Warrant with respect to the rights and interests
of the holder hereof as the holder of this Warrant after the merger
or consolidation.
(b)
Reclassification, Recapitalization, etc. If
the Corporation at any time shall, by subdivision, combination or
reclassification of securities, recapitalization, automatic
conversion, or other similar event affecting the number or
character of outstanding shares of Common Stock, or otherwise,
change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of
any other class or classes, this Warrant shall thereafter represent
the right to acquire such number and kind of securities as would
have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this
Warrant immediately prior to such subdivision, combination,
reclassification or other change.
(c)
Split or Combination of Common Stock and Stock Dividend
.
In case the Corporation shal
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