Exhibit 10.2
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS
WARRANT, IF ANY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER
APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.
[Date]
TETRAGENEX PHARMACEUTICALS, INC.
Warrant for the Purchase of Shares of Common
Stock
For value received, this warrant (the “
Warrant ”) is hereby issued by Tetragenex
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), to [ _ ] (the “ Holder
”). Subject to the provisions of this Warrant, the
Company hereby grants to the Holder the right to purchase [ _
] (___) fully paid and non-assessable shares of the
Company’s Common Stock, at the lower of (i) $0.40, or (ii)
the price at which any warrants are exercisable in the
Company’s next equity financing which results in proceeds to
the Company equal to or greater than $100,000 (the “
Exercise Price ”).
The term “ Common Stock
” means the common stock, par value $0.001 per share, of the
Company. The number of shares of Common Stock to be
received upon the exercise of this Warrant may be adjusted from
time to time as hereinafter set forth. The shares of
Common Stock deliverable upon such exercise, and as adjusted from
time to time, are hereinafter referred to as “ Warrant
Shares .”
The Holder agrees with the Company
that this Warrant is issued, and all the rights hereunder shall be
held, subject to all of the conditions, limitations and provisions
set forth herein.
1.
Exercise of Warrant
. Subject to the terms and conditions set forth herein,
this Warrant may be exercised in whole or in part, pursuant to the
procedures provided below, at any time on or before 5:00 p.m., New
York time, on the day occurring five (5) years from the date hereof
(the “ Expiration Date ”) or, if such day is a
day on which banking institutions in New York are authorized by law
to close, then on the next succeeding day that shall not be such a
day. The Warrant shall only be exercisable on a cash
basis. To exercise this Warrant the Holder shall present
and surrender this Warrant to the Company at its principal office,
with the Warrant Exercise Form attached hereto duly executed by the
Holder and accompanied by payment in cash, wire transfer or by
check, payable to the order of the Company, of the aggregate
Exercise Price for the total aggregate number of Warrant Shares for
which this Warrant is exercised. Upon receipt by the
Company of this Warrant, together with the executed Warrant
Exercise Form and payment of the Exercise Price for the Warrant
Shares to be acquired, in proper form for exercise, and subject to
the Holder’s compliance with all material requirements of
this Warrant for the exercise hereof, the Company shall issue and
deliver to the Holder one or more certificates representing such
Warrant Shares and Holder shall be deemed to be the holder of
record of such Warrant Shares; provided , however ,
that no exercise of this Warrant shall be effective, and the
Company shall have no obligation to issue any such Warrant Shares
to the Holder upon any attempted exercise of this Warrant, unless
the Holder shall have first delivered to the Company, in form and
substance reasonably satisfactory to the Company, appropriate
representations so as to provide the Company reasonable assurances
that the securities issuable upon exercise may be issued without
violation of the registration requirements of the Act and
applicable state securities laws, including without limitation
representations that the Holder is familiar with the Company and
its business and financial condition and has had an opportunity to
ask questions and receive documents relating thereto to his or her
reasonable satisfaction.
2.
Reservation of Shares
. The Company will at all times reserve for issuance and
delivery upon exercise of this Warrant all shares of Common Stock
from time to time receivable upon exercise of this
Warrant. All such shares shall be duly authorized and,
when issued upon such exercise, shall be validly issued, fully paid
and non-assessable and free of all preemptive rights.
3.
Fractional Shares
. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an amount equal to the fair market
value of such fractional share of Common Stock in lieu of each
fraction of a share otherwise called for upon any exercise of this
Warrant; provided, however, that in the event that there is no fair
market value of the Company’s Common Stock, any such amount
to be paid to the Holder as a fractional share shall be determined
by the Company’s Board of Directors.
4.
Assignment or Loss of Warrant
. Subject to the transfer restrictions herein (including
Section 8), upon surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment
Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such
instrument of assignment and this Warrant shall promptly be
canceled. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or
mutilation of this Warrant, and of reasonably satisfactory
indemnification by the Holder, and upon surrender and cancellation
of this Warrant, if mutilated, the Company shall execute and
deliver a replacement Warrant of like tenor and date.
5.
Rights of
the Holder . Prior to exercise of the Warrant in
accordance with the terms hereof,
