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Exhibit 4.3
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
NO. 1
WARRANT TO PURCHASE COMMON STOCK
OF
DEMETER BIOTECHNOLOGIES, LTD.
This certifies that, for value received, CEO Venture Fund III, or registered
assignees ("Holder"), is entitled, subject to the terms set forth below, to
purchase from Demeter Biotechnologies, Ltd. (the "Company"), a Colorado
corporation, 4,965,556 shares of Common Stock of the Company ("Common Stock"),
as constituted on the date hereof (the "Warrant Issue Date"), upon surrender
thereof, at the principal office of the Company, with the Notice of Exercise
attached hereto duly executed, and simultaneous payment therefor in lawful money
of the United States, at the Exercise Price as set forth in Section 2 below. The
number, character and Exercise Price of such shares of Common Stock are subject
to adjustment as provided below. The term "Warrant" as used herein, shall
include this Warrant and any warrants delivered in substitution or exchange
therefor as provided herein.
1. TERM OF WARRANT.
This Warrant shall be exercisable, in whole or in part, during
the term commencing on the Warrant Issue Date and ending at 5:00 p.m., Eastern
Standard Time on June 14, 2008 (the "Original Term"), and shall be void
thereafter.
2. EXERCISE PRICE AND NUMBER OF SHARES.
2.1 EXERCISE PRICE. The price at which this Warrant may be
exercised (the "Exercise Price") shall be $0.45 per share of Common Stock, as
adjusted from time to time pursuant to Section 11 hereof.
2.2 NUMBER OF SHARES. The number of shares of Common Stock
which may be purchased pursuant to this Warrant shall be 4,965,556 shares,
subject to adjustment as provided in Section 11 hereof.
2.3 CALL PROVISIONS.
2
(a) At any time after December 31, 1998 and so long
as the Company's Common Stock is listed on the New York or American Stock
Exchanges or traded on NASDAQ (each an "Exchange"), the Company may deliver to
the Holder a Call Notice (as defined in paragraph (d) below) provided that the
closing price of the Company's common stock on an Exchange is $1.50 or more per
share (as adjusted for any stock splits or stock combinations) for each of the
forty (40) consecutive trading days immediately preceding the date of the Call
Notice.
(b) Upon receipt of a Call Notice complying with the
provisions of (a) above, the Holder shall have a period of sixty (60) calendar
days to elect to exercise all or a portion of this Warrant in accordance with
the terms of Section 3 hereof. Upon such exercise, in addition to receiving the
number of shares of Common Stock to which the Holder shall be entitled
hereunder, the Holder shall also receive a new warrant (the "Replacement
Warrant") having the terms as set forth herein. Following a Call Notice, any
purchase rights under this Warrant not exercised in accordance with this
paragraph shall expire and this Warrant shall be terminated.
(c) The Replacement Warrant shall be exercisable for
one (1) share of Common Stock for every two (2) shares of Common Stock purchased
pursuant to (b) above. The exercise price under the Replacement Warrant shall be
$1.50 per share subject to the same adjustment provisions as set forth in
Section 11 hereof. The term of the Replacement Warrant shall be the longer of
two (2) years from the date of issuance or the balance of the Original Term. In
all other respects, the Replacement Warrant shall have the same terms and
conditions as this Warrant except that the call terms of this Section 2 shall
not apply to the Replacement Warrant.
(d) A Call Notice shall be delivered by the Company
in writing to the Holder pursuant to the provisions of Section 9 hereof and
shall specify that it is being submitted pursuant to this Section 2 and shall
include evidence of the closing price of the Company's common stock for the
forty (40) consecutive trading days immediately prior to the date of such
notice.
3. EXERCISE OF WARRANT.
(a) The purchase rights represented by this Warrant
are exercisable by the Holder in whole or in part, at any time, or from time to
time, by the surrender of this Warrant and the Notice of Exercise annexed hereto
duly completed and executed on behalf of the Holder, at the principal office of
the Company (or such other office or agency of the Company as it may designate
by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), upon payment.
(b) This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of record of such shares as of the close of business on
such date. As promptly as practicable on or after such date and in any event
within ten (10) days thereafter, the Company at its expense shall issue and
deliver to the person or persons entitled to
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receive the same a certificate or certificates for the number of shares issuable
upon such exercise. In the event that this Warrant is exercised in part, the
Company at its expense will execute and deliver a new Warrant of like tenor
exercisable for the number of shares for which this Warrant may then be
exercised.
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 of any fractional
share to which the Holder would otherwise be entitled, the Company shall make a
cash payment equal to the Exercise Price multiplied by such fraction.
5. REPLACEMENT OF WARRANT.
On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form and substance to the Company or, in the case of mutilation,
on surrender and cancellation of this Warrant, the Company at its expense shall
execute and deliver, in lieu of this Warrant, a new warrant of like tenor and
amount.
6. RIGHTS OF STOCKHOLDERS.
Subject to Sections 9 and 11 of this Warrant and the
provisions of any other written agreement between the Company and the Holder,
the Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Warrant shall have been exercised as
provided herein.
7. TRANSFER OF WARRANT.
7.1 EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of this
Warrant for exchange, properly endorsed, the Company at its expense shall issue
to or on the order of the Holder a new warrant or warrants of like tenor, in the
name of the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, of the number of shares issuable upon exercise
hereof.
7.2 COMPLIANCE WITH SECURITIES LAWS.
(a) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being
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acquired solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Common Stock to be issued upon exercise
hereof except under circumstances that will not result in a violation of
applicable federal and state securities laws. Upon exercise of this Warrant, the
Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.
(b) This Warrant and all shares of Common Stock
issued upon exercise hereof shall be stamped or imprinted with a legend in
substantially the following form (in addition to any legend required by state
securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR
SHARES ISSUED UPON EXERCISE OR CONVERSION THEREOF MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT.
8. RESERVATION OF STOCK.
The Company covenants that during the term that this Warrant
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of this Warrant and, from time to time, will take all steps
necessary to amend its Articles of Incorporation (the "Articles") to provide
sufficient reserves of shares of Common Stock issuable upon the exercise of the
Warrant. The Company further covenants that all shares that may be issued upon
the exercise of rights represented by this Warrant, upon exercise of the rights
represented by this Warrant and payment of the Exercise Price, all as set forth
herein, will be free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
or otherwise specified herein). The Company agrees that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock upon the exercise of this Warrant.
9. NOTICES.
(a) Whenever the Exercise Price or number of shares
purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the
Company shall issue a certificate signed by its Chief Financial Officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Exercise Price and number of shares purchasable hereunder after giving effect to
such
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adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) or personally delivered to the Holder of this
Warrant.
(b) In case:
(i) the Company shall take a record of the
holders of its Common Stock (or other stock or securities at
the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to
receive any other right, or
(ii) of any capital reorganization of the
Company, any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with or
into another corporation, or any conveyance of all or
substantially all of the assets of the Company to another
corporation, or
(iii) of any voluntary dissolution,
liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed or
personally deliver to the Holder or Holders a notice specifying, as the case may
be, (A) the date on which a record is to be taken for the purpose of such
dividend, distribution or right and stating the amount and character of such
dividend, distribution or right, or (B) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the time
receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 15 days prior to the date therein specified.
(c) All such notices, advices and communications
shall be deemed to have been received, (i) in the case of personal delivery, on
the date of such delivery and (ii) in the case of mailing, on the third business
day following the date of such mailing.
10. AMENDMENTS.
(a) Any term of this Warrant may be amended with the
written consent of the Company and the Holder.
(b) No waivers of, or exceptions to, any term,
condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.
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11. ADJUSTMENTS.
The Exercise Price and the number of shares purchasable
hereunder is subject to adjustment from time to time as follows:
11.1 REORGANIZATION, MERGER OR SALE OF ASSETS. If at any time
while this Warrant, or any portion thereof, is outstanding and unexpired there
shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger
or consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon payment of the Exercise Price then in effect, the number of shares
of stock or other securities or property of the successor corporation resulting
from such reorganization, merger, consolidation, sale or transfer that a holder
of the shares deliverable upon exercise of this Warrant would have been entitled
to receive in such reorganization, consolidation, merger, sale or transfer if
this Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 11. The foregoing provisions of this Section 11.1 shall
similarly apply to successive reorganizations, consolidations, mergers, sales
and transfers and to the stock or securities of any other corporation that are
at the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.
11.2 RECLASSIFICATION. If the Company, at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall 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 reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 11.
11.3 SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time while this Warrant, or any portion thereof, remains
outstanding and unexpired shall split,
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subdivide or combine the securities as to which purchase rights under this
Warrant exist, into a different number of securities of the same class, the
Exercise Price for such securities shall be proportionately decreased in the
case of a split or subdivision or proportionately increased in the case of a
combination.
11.4 ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR
PROPERTY. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible Shareholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of this
Warrant, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other
than cash) of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable upon
exercise of this Warrant on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock, other securities or property
available by this Warrant as aforesaid during such period, giving effect to all
adjustments called for during such period by the provisions of this Section 11.
11.5 ISSUANCE OF SHARES BELOW EXERCISE PRICE.
(a) If at any time or from time to time after the
Warrant Issue Date, the Company shall issue or sell Additional Shares of Common
Stock (as hereinafter defined) other than as a dividend or other distribution on
any class of stock and other than upon a subdivision or combination of shares of
Common Stock for a consideration for shares less than the Exercise Price, then
forthwith upon such issue or sale, the Exercise Price shall be reduced to a
price equal to the consideration per share received by the Company upon such
issue or sale.
(b) For the purpose of this Section 11.6, the
consideration received by the Company for any issue or sale of securities shall,
(i) to the extent it consists of cash, be computed at the net amount of cash
received by the Company after deduction of any underwriting or similar
commissions, concessions or compensation paid or allowed by the Company in
connection with such issue or sale, (ii) to the extent it consists of a service
or property other than cash, be computed at the fair value of that service or
property as determined in good faith by the Board; and (iii) if Additional
Shares of Common Stock, Convertible Securities (as hereinafter defined), or
rights or options to purchase either Additional Shares of Common Stock or
Convertible Securities are issued or sold together with other stock or
securities or other assets of the Company for a consideration that covers both,
be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the Board to be allocable to such
Additional Shares of Common Stock, Convertible Securities or rights or options.
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(c) For the purpose of the calculations provided in
this Section 11.5, if at any time or from time to time after the Warrant Issue
Date the Company shall issue any rights or options for the purchase of, or stock
or other securities convertible into, Additional Shares of Common Stock (such
Common stock or securities being hereinafter referred to as "Convertible
Securities"), then, and in each case, if the Effective Price (as hereinafter
defined) of such rights, options or Convertible Securities shall be less than
the Exercise Price the Company shall be deemed to have issued at the time of the
issuance of such rights or options or Convertible Securities the maximum number
of Additional Shares of Common Stock issuable upon exercise or conversion
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the consideration, if any, payable to the
Company upon exercise or conversion of such options or rights. "Effective Price"
shall mean the quotient determined by dividing the total of all of such
consideration by such maximum number of Additional Shares of Common Stock. No
further adjustment shall be made as a result of the actual issuance of
Additional Shares of Common Stock on the exercise of any such rights or options
or the conversion of any such Convertible Securities.
If any such rights or options or the conversion privilege
represented by any such Convertible Securities shall expire without having been
exercised, the adjustment to the number of shares available hereunder upon the
issuance of such rights, options or Convertible Securities shall be readjusted
to the number of shares that would have been in effect had an adjustment been
made on the basis that the only Additional Shares of Common Stock so issued were
the Additional Shares of Common Stock, if any, actually issued or sold on the
exercise of such rights or options or rights of conversion of such Convertible
Securities, and such Additional Shares of Common Stock, if any, were issued or
sold for the consideration actually received by the Company for the granting of
all such rights or options, whether or not exercised, plus the consideration
received for issuing or selling the Convertible Securities actually converted
plus the consideration, if any, actually received by the Company on the
conversion of such Convertible Securities.
(d) For the purpose of the calculations provided for
in this Section 11.5, if at any time or from time to time after the Warrant
Issue Date the Company shall issue any rights or options for the purchase of
Convertible Securities, then, in each such case, if the Effective Price thereof
is less than the then Exercise Price, the Company shall be deemed to have issued
at the time of the issuance of such rights or options the maximum number of
Additional Shares of Common Stock issuable upon conversion of the total amount
of Convertible Securities covered by such rights or options and to have received
as consideration for the issuance of such Additional Shares of Common Stock an
amount equal to the amount of consideration, if any, received by the Company for
the issuance of such rights or options, plus the minimum amounts of
consideration, if any, payable to the Company upon the conversion of such
Convertible Securities. "Effective Price" shall mean the quotient determined by
dividing the total amount of such consideration by such maximum number of
Additional Shares of Common Stock. No further adjustment of such Exercise Price
adjusted upon the issuance of such rights or options shall be made as a result
of the actual issuance of the Convertible Securities upon the exercise of such
rights or options or upon the actual issuance of Additional Shares of Common
Stock upon the conversion of such Convertible Securities.
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The provisions of subsection (c) above for readjustment upon
the expiration of rights or options or the rights of conversion of Convertible
Securities, shall apply mutatis mutandis to the rights, options and Convertible
Securities referred to in this subsection (d).
(e) The term "Additional Shares of Common Stock" as
used herein shall mean all shares of Common Stock issued or deemed issued by the
Company after the Warrant Issue Date whether or not subsequently reacquired or
retired by the Company, other than (i) securities issued pursuant to the terms
of the Stock Purchase Agreement dated as of June 15, 1998, by and among the
Company and various shareholders; (ii) shares of Common Stock issued upon
conversion of convertible securities or the exercise of warrants; (iii) up to an
aggregate of 3,000,000 shares of Common Stock issued to employees, officers or
directors pursuant to any stock offering, plan or arrangement approved by the
Board of Directors of the Company; (iv) up to an aggregate of 5,520,000 shares
of Common Stock upon exercise of options granted as of May 1, 1998; and (v) up
to an aggregate of 444,444 shares of Common Stock to trade creditors of the
Company to settle up to $200,000 of indebtedness of the Company existing as of
the date hereof provided such issuances are at $.45 per share or more.
11.6 CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of
each adjustment or readjustment pursuant to this Section 11, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments, (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.
11.7 NO IMPAIRMENT. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 11
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holders of this Warrant against impairment.
12. REGISTRATION RIGHTS.
Upon exercise of this Warrant, the Holder shall have and be
entitled to exercise, together with all other holders of Registrable Securities
possessing registration rights under that certain Shareholders Agreement, of
even date herewith, between the Company and the parties who have executed the
counterpart signature pages thereto or are otherwise bound thereby (the
"Shareholders Agreement"), the rights of registration granted under the
Shareholders Agreement to Registrable Securities. By its receipt of this
Warrant, Holder agrees to be bound by the Shareholders Agreement.
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13. ASSIGNMENT.
This Warrant shall be assignable by the holder only to one or
more permitted assignees of the holder's Registrable Securities pursuant to the
terms of the Shareholder's Agreement and only in conjunction with one or more
assignments of such Registrable Securities.
GOVERNING LAW. This Warrant shall be governed by the internal
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officers thereunto duly authorized.
Dated: June 15, 1998
HOLDER:
CEO VENTURE FUND III DEMETER BIOTECHNOLOGIES, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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NOTICE OF EXERCISE
TO: Demeter Biotechnologies, Ltd.
(1) The undersigned hereby elects to purchase _______ shares of Common
Stock of Demeter Biotechnologies, Ltd. pursuant to the terms of Section 3(a) of
the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full.
(2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock or the Common Stock to be issued
upon conversion thereof are being acquired solely for the account of the
undersigned and not as a nominee for any other party, and for investment, and
that the undersigned will not offer, sell or otherwise dispose of any such
shares of Common Stock or Common Stock except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws.
(3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:
______________________________
(Name)
______________________________
(Name)
(4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:
______________________________
(Name)
______________________________ ______________________________
(Date) (Signature)
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