Exhibit 10.24
[FORM OF WARRANT AGREEMENT RE: XXXX XXXXXXXX]
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
COMPANY OR OTHER COUNSEL TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED,
SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
Warrant No. __ Warrant to Purchase
175,000 shares
VOID AFTER JUNE 30, 2007
WARRANT TO PURCHASE
COMMON STOCK
OF
INTEGRATED BIOPHARMA, INC.
(f/k/a Integrated Health Technologies, Inc.)
Incorporated Under the Laws of the State of Delaware
THIS IS TO CERTIFY that XXXX XXXXXXXX (the "Warrantholder"), or its
proper assigns, is entitled, upon the due exercise hereof and subject to the
terms and conditions hereof, as to the total number of shares thereafter, until
5:00 p.m. New Jersey time on June 30, 2003, to purchase from Integrated
BioPharma, Inc., a Delaware corporation (the "Company"), all or any part of One
Hundred Seventy-Five Thousand (175,000) fully paid and nonassessable shares of
common stock, par value $.002 per share, of the Company (the "Common Stock"),
but not for fractional shares of Common Stock, upon surrender hereof with the
Election to Purchase attached hereto as Appendix A, duly completed, at the
principal office of the Company, and simultaneous payment therefor in cash or by
certified or bank check payable to the order of the Company, at an exercise
price of $5.40 for one (1) share of Common Stock (the "Warrant Exercise Price").
1. Term. This Warrant is exercisable, in whole or in part, at the
option of the Warrantholder, for a four (4) year period, commencing one (1) year
after the date hereof and may not be exercised after 5:00 p.m., New Jersey time,
June 30, 2007 (the "Expiration Date"), at which time this Warrant will become
wholly void and all rights evidenced hereby will terminate.
2. Warrant Exchange. If this Warrant is exercised for less than
all the shares purchasable upon the exercise hereof, the
holder shall be entitled to receive a new Warrant of like
tenor of or the purchase in the aggregate of the number of
shares in respect of which this Warrant shall not have been
exercised.
3. Issuance of Common Stock Certificates. Upon the exercise of this
Warrant, the Company will issue to the Warrantholder stock certificates
representing the number of shares of Common Stock exercised therefor, in the
name of the Warrantholder or in such names as may be directed by the holder.
4. Adjustment of Warrant Exercise Price and Number of Shares of Common
Stock. In case of any reclassification, capital reorganization, or other change
of outstanding shares of Common Stock, or in case of any consolidation or merger
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization, or other change of
outstanding shares of Common Stock), or in case of any sale or conveyance to
another corporation of all or substantially all of the property of the Company
(other than a sale/leaseback, mortgage, or other financing transaction), the
Company shall cause effective provision to be made so that the Warrantholder
shall have the right thereafter, by exercising such Warrant, to purchase the
kind and number of shares of stock or other securities or property (including
cash) receivable upon such reclassification, capital reorganization, or other
change, consolidation, merger, sale, or conveyance by a holder of the number of
shares of Common Stock that might have been purchased upon exercise of such
Warrant immediately prior to such reclassification, capital reorganization, or
other change, consolidation, merger, sale, or conveyance. Any such provision
shall include provision for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Paragraph 4. The
Company shall not effect any such consolidation, merger, or sale unless prior to
or simultaneously with the consummation thereof the successor (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing assets or other appropriate corporation or entity shall assume by
written instrument the obligation to deliver to the holder of this Warrant such
shares of stock, securities, or assets as, in accordance with the foregoing
provisions, such holders may be entitled to purchase and the other obligations
under this Agreement. The foregoing provisions shall similarly apply to
successive reclassification, capital reorganizations, and other changes of
outstanding shares of Common Stock and to successive consolidations, mergers,
sales, or conveyances.
5. No Stockholder Rights. The Warrantholder shall not have the right
to vote or to consent or to receive notice as a stockholder in respect of any
meetings of stockholders or as having any rights whatsoever as a stockholder of
the Company. The holder of this Warrant shall not be entitled to any rights of a
stockholder of the Company in respect of any shares purchasable upon the
exercise hereof until such shares have been paid for in full and issued to such
holder.
6. Restrictions on Transfer. This Warrant and the shares of Common
Stock issuable upon the exercise hereof (collectively, the "Warrant Securities")
are not registered upon the Securities Act of 1933, as amended (the "Securities
Act") or any state securities laws. The Warrant Securities are subject to
restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities
laws. Each certificate representing shares of Common Stock issuable upon the
exercise of this Warrant shall bear the following legend (in addition to any
legend required under applicable state securities laws and any other applicable
agreement):
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") NOR UNDER ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR (II) THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL
TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.
7. Reservation of Stock Issuable Upon Exercise. The Company shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the issuance of the Shares
upon exercise of the Warrant, such number of its shares of Common Stock as shall
from time to time be sufficient to provide for the exercise of this Warrant, and
if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to provide for the exercise of this Warrant, the Company
will, subject to the requirements of applicable state law, take such corporate
action as may, in the option of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares of
Common Stock as shall be sufficient for such purposes.
8. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction to
the nearest whole number of shares of Common Stock or other securities,
properties or rights.
9. Successors. All the covenants and provisions of this Agreement shall
be binding upon and inure to the benefit of the Company and the Warrantholder
and their respective successors. and assigns hereunder.
10. Governing Law: Submission to Jurisdiction. This Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be construed in accordance with the laws of
said State without giving effect to the rules of said State governing the
conflicts of laws.
The Company and the Warrantholder, by accepting this Warrant hereby
agree that any action, proceeding or claim against it or them arising out of, or
relating in any way to, this Warrant shall be brought and enforced in the courts
of the State of New Jersey or United States federal court sitting in New Jersey
and irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive. The Company and the Warrantholder hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum. Any process or
summons to be served upon any of the Company and the Warrantholder (at the
option of the party bringing such action, proceeding or claim)may be served by
transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage paid, addressed to the Company at its principal office and to
the Warrantholder at its address appearing in the records of the Company. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The Company and the
Warrantholder agree that the prevailing party(ies) all of its/their reasonable
legal costs and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor.
11. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made when
delivered by registered or certified mail, return receipt requested or by
overnight mail.
(a) If to the registered Holder of the Warrant, to the
address of such Holder as shown on the books of the Company; or
(b) If to the Company, to its principal offices at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 or to such other address as the Company may
designate by notice to the Holder.
12. Entire Agreement; Modification. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modification or amendment is sought.
INTEGRATED BIOPHARMA, INC.
By:/s/ E. Xxxxxx Xxx
Name: E. Xxxxxx Xxx
Title: Chief Executive Officer
Dated: June 30, 2003
Appendix A
FORM OF ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase _______ shares of Common Stock.
In accordance with the terms of the Warrant dated as of _________
issued by Integrated BioPharma, Inc. in favor of ______________, the undersigned
requests that a certificate for such securities be registered in the name of
___________ whose address is ____________ and that such Certificate be delivered
to _____________________________ whose address is _____
-----------------------------------------------------------------------------.
Dated: _________________,
Signature (Signature must conform in
all respects to name of holder as
specified on the face of the
Warrant.)
(Insert Social security or Other
Identifying Number of Holder)
