THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE
“ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
THE
TRANSFERABILITY OF THIS WARRANT IS
RESTRICTED
AS PROVIDED IN SECTION 3
No.
2008 - ________
|
January
16, 2008
|
NANOSENSORS,
INC.
COMMON
STOCK PURCHASE WARRANT
For
good
and valuable consideration, the receipt of which is hereby acknowledged by
NANOSENSORS,
INC., a
Nevada
corporation (the “Company”),
(the
“Holder”),
is
hereby granted ________ Warrants representing in the aggregate the right
to
purchase, at any time on and after the date on which the Series A Convertible
Preferred Stock of the Company is converted into shares of the
Company's Common Stock, par value $.001 per share (“Common
Stock”),
until
5:00 P.M., New York City time, on January 16, 2013 (the “Warrant
Exercise Term”),
up
to
______________________________________________________
(______________) fully-paid and non-assessable shares of Common
Stock.
This
Warrant is one of a duly authorized issue of 3,100,000 Warrants (each Warrant
constituting a right to purchase 112.77066 shares of Common Stock at the
Exercise Price as defined below), issued by the Company in exchange for
6,200,000 Common Stock Purchase Warrants issued by CUCHULAINN
HOLDINGS, INC., a
Panamanian corporation (“Holdings”),
originally in connection with a private offering of its securities (the
“Offering”).
This
Warrant was issued pursuant to the provisions of Section 2(g)(i) of the
Agreement and Plan of Merger, dated as of November 27, 2007, as amended,
by and
among the Company, CUCHULAINN
ACQUISITION, INC., a
Panamanian corporation and wholly-owned subsidiary of the Company
(“Acquisition”), and Holdings, as amended (the “Merger
Agreement”)
providing for the merger of Holdings with and into Acquisition with Acquisition
as the surviving corporation (the “Merger”).
The
Warrants are similar in terms except for dates, amounts and named holders.
l. Exercise
of Warrant
1.1 Exercise
Procedure. This
Warrant is exercisable at a price of $0.0088676 per share of Common
Stock
(the
“Exercise
Price”
subject
to adjustment as provided in Section
2
hereof,
payable in cash or by certified or official bank check in New York Clearing
House funds. Upon surrender of this warrant certificate with the annexed
Warrant
Exercise Form duly executed, together with payment of the Exercise Price
for the
shares of Common Stock purchased at the Company’s principal executive offices,
the registered Holder of the Warrant shall be entitled to receive a certificate
or certificates for the shares of Common Stock so purchased (the “Warrant
Shares”).
The
purchase rights represented by this Warrant are exercisable
at the option of the Holder hereof, in whole or in part (but not as to
fractional shares of the Common Stock) during any period in which this Warrant
may be exercised as set forth above. In the case of the purchase of less
than
all the shares of Common Stock purchasable under this Warrant, the Company
shall
cancel this Warrant upon the surrender thereof and, upon the written request
of
the Holder, the Company shall execute and deliver a new Warrant of like tenor
for the balance of the shares of Common Stock purchasable hereunder. In no
event
will this Warrant be exercisable prior to the Company amending its Articles
of
Incorporation so as to increase the number of authorized shares of Common
Stock
or to effect a 100-to-1 reverse stock split following consummation of the
Merger.
1.2 Issuance
of Warrant Shares. The
issuance of certificates for shares of Common Stock upon the exercise
of this Warrant shall be made without charge to the Holder hereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall be issued in the name of, or in such
names
as may be directed by, the Holder hereof; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of such certificate in a name
other than that of the Holder and the Company shall not be required to issue
or
deliver such certificates unless or until the person or persons requesting
the
issuance thereof shall have paid to the Company the amount of such tax or
shall
have established to the satisfaction of the Company that such tax has been
paid.
1.3
Cashless Exercise.
With
respect to the Warrant Shares, in the event that a
registration statement filed by the Company with the United States Securities
and Exchange Commission for the purpose of registering the shares of Common
Stock issuable upon exercise of this Warrant under the Act, has been declared
effective by said Commission and thereafter the Company fails to maintain
the
effectiveness of such registration statement, the Holder may, during any
period
in which the registration statement has ceased to be effective, pay the Exercise
Price through a cashless exercise (a “Cashless
Exercise”),
as
hereinafter provided. The Holder may effect a Cashless Exercise by surrendering
this Warrant to the Company and noting on the Exercise Notice that the Holder
wishes to effect a Cashless Exercise, upon which the Company shall issue
to the
Holder the number of Warrant Shares determined as follows:
X
= Y x
(A - B)/A
where:
X
= the
number of Warrant Shares to be issued to the Holder;
Y
= the
number of Warrant Shares with respect to which this Warrant is being
exercised;
A
= the
Market Price (as defined below) as of the Exercise Date; and
B
= the
Exercise Price.
For
purposes of Rule 144 promulgated under the Act, it is intended and acknowledged
that the Warrant Shares issued in a Cashless Exercise transaction shall be
deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares required by said Rule 144 shall be deemed to have been commenced,
on the date this Warrant was originally issued by the Company. Except as
otherwise defined herein, “Market
Price”
means,
as of a particular date, the average of the (i) high and low price of the
Common
Stock (if the Common Stock is not at that time listed for trading on a
securities exchange) or (ii) closing price (if the Common Stock is traded
on a
securities exchange) for the ten (10) consecutive Trading Days occurring
immediately prior to (but not including) any given date, as reported in the
principal market on which the Company’s Common Stock is traded. In case any
Common Stock or other securities which are convertible or exchangeable into
Common Stock (collectively, “Common
Stock Equivalents”)
are
issued in connection with any merger or consolidation in which the Company
is
the surviving corporation, the amount of consideration therefor will be deemed
to be the fair market value of such portion of the net assets and business
of
the non-surviving corporation as is attributable to such Common Stock or
Common
Stock Equivalents. The Company’s Board of Directors shall calculate reasonably
and in good faith, using standard commercial valuation methods appropriate
for
valuing such assets, the fair market value of any consideration other than
cash
or securities. If the Common Stock is not listed or admitted to trade on
a
national securities exchange and if bid and asked prices for the Common Stock
are not furnished by the OTCBB, Pink Sheets or a similar organization, the
“Market Value” shall be the value established in good faith by the Board of
Directors taking into account such facts and circumstances deemed to be material
by the independent members of the Board of Directors.
2
1.4 Reservation
of Shares.
Subject
to amending
its Articles of Incorporation so as to increase its number of authorized
shares
of Common Stock or alternatively effecting a reverse stock split of its Common
Stock, the Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of this Warrant as herein provided, such number of shares of
Common Stock as shall then be issuable upon the exercise of this Warrant.
The
Company covenants that all shares of Common Stock which shall be so issuable
shall be duly and validly issued and fully-paid and non-assessable. The Company
further covenants to act promptly to effect the aforesaid amendment of its
articles of incorporation.
2. Adjustments
to Exercise Price
2.1 Stock
Dividends, Subdivisions, Reclassifications or Combinations.
If
the
Corporation shall (A) declare a dividend or make a distribution on its Common
Stock in shares of its Common Stock, (B) subdivide or reclassify the outstanding
shares of Common Stock into a greater number of shares, or (C) combine or
reclassify the outstanding Common Stock into a smaller number of shares,
the
Exercise Price in effect at the time of the record date for such dividend
or
distribution or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted and the Holder, after
such
date, shall be entitled to receive the number of shares of Common Stock which
he
would have owned or been entitled to receive had this Warrant been exercised
immediately prior to such date; provided that any adjustment made herein
that results in a decrease (or increase) in the Exercise Price shall also
effect
a proportional increase (or decrease) in the number of shares of Common Stock
into which this Warrant is exercisable. Successive adjustments in the Exercise
Price shall be made whenever any event specified above shall occur.
2.2 Consolidation,
Merger, Sale or Conveyance.
In case
of any consolidation
or merger of the Company with any other corporation (other than a wholly
owned
subsidiary), or in case of sale or transfer of all or substantially all of
the
assets of the Company, or in the case of any share exchange whereby the Common
Stock is converted into other securities or property, the Company will be
required to make appropriate provision so that the Holder will have the right
thereafter to exercise this Warrant into the kind and amount of shares of
stock
and other securities and property receivable upon such consolidation, merger,
sale, transfer or share exchange by a holder of the number of shares of Common
Stock for which this Warrant was exercisable immediately prior to such
consolidation, merger, sale, transfer or share exchange. Any adjustment made
herein that results in a decrease in the Exercise Price shall also effect
a
proportional increase in the number of shares of Common Stock into which
this
Warrant is exercisable.
3
2.3
Notices
of Change.
Upon
any determination or adjustment in the number
or
class of shares subject to this Warrant and of the Exercise Price, the Company
shall give written notice thereof to the Holder, setting forth in reasonable
detail and certifying the calculation of such determination or adjustment.
The
Company shall give written notice to the Holder at least 20 business days
prior
to the date on which the Company closes its books or takes a record for
determining rights to receive any dividends or distributions or in the event
of
a merger, acquisition, consolidation, sale of all or substantially all of
its
assets or similar such event.
2.4 Exceptions
to Adjustment of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall
be made
pursuant to this Section
2
upon the
issuance of any Excluded Securities. For purposes hereof, “Excluded
Securities”
means
(A) shares of Common Stock issuable or issued to (x) employees or directors
from time to time either directly or upon the exercise of options, in such
case
granted or to be granted in the discretion of the Board of Directors, pursuant
to one or more stock option plans or stock purchase plans adopted
by the Company, or (y) to consultants or vendors, either directly or pursuant
to
warrants or other convertible securities to acquire shares of Common Stock
that
are outstanding on the date hereof or issued hereafter; (B) shares of Common
Stock issued in connection with any Common Stock Equivalents outstanding
on the
date hereof; (C) shares of Common Stock or Common Stock Equivalents issued
to third parties in connection with a joint venture, strategic alliance or
other
commercial relationship with such third party relating to the operation of
the
Company’s business, the primary purpose of which is not to raise equity
capital.
3. Restrictions
on Transfer
The
Holder acknowledges that he has been advised by the Company that this Warrant
and the shares of Common Stock (the “Warrant
Shares” and
collectively with this Warrant, the “Securities”)
have
not been registered under the Act, that the Warrant is being issued, and
the
shares issuable upon exercise of the Warrant will be issued, on the basis
of the
statutory exemption provided by Section 4(2) of the Act relating to transactions
by an issuer not involving any public offering, and that the Company’s reliance
upon this statutory exemption is based in part upon the representations made
by
the Holder contained herein. The Holder acknowledges that he has been informed
by the Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Act and the rules and regulations thereunder on the transfer
of
securities. In particular, the Holder agrees that no sale, assignment or
transfer of the Securities shall be valid or effective, and the Company shall
not be required to give any effect to any such sale, assignment or transfer,
unless (i) the sale, assignment or transfer of the Securities is registered
under the Act, and the Company has no obligations or intention to so register
the Securities except as may otherwise be provided herein, or (ii) the
Securities are sold, assigned or transferred in accordance with all the
requirements and limitations of Rule 144 under the Act or such sale, assignment,
or transfer is otherwise exempt
from registration under the Act. The Holder represents and warrants that
he has
acquired this Warrant and will acquire the Warrant Shares for his own account
for investment and not with a view to the sale or distribution thereof or
the
granting of any participation therein, and that he has no present intention
of
distributing or selling to others any of such interest or granting any
participation therein. The Holder acknowledges that the securities shall
bear
the following legend:
4
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO
THE
COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER,
HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH
ACT.
4. Registration
Rights.
The
Holder shall be entitled to all of the rights and subject to all of the
obligations regarding registration of the Warrant Shares, as described in
the
Registration Rights Agreement between the Company and the original holder
hereof
relating to this Warrant and the Warrant Shares.
5. Exercise
Limitation.
In
no
event shall a Holder be permitted to exercise this
Warrant, or part hereof, if, upon such exercise, the number of shares of
Common
Stock beneficially owned by the Holder (other than shares which would otherwise
be deemed beneficially owned except for being subject to a limitation on
conversion or exercise analogous to the limitation contained in this
Section
5),
would
exceed 4.99% of the number of shares of Common Stock then issued and
outstanding; provided that the foregoing limitation shall not apply with
respect
to the original Holder hereof who received this Warrant upon the closing
of the
Merger. As used herein, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended, and
the
rules thereunder. To the extent that the limitation contained in this
Section
5
applies,
the submission of an Exercise Notice by the Holder shall be deemed to be
the
Holder’s representation that this Warrant is exercisable pursuant to the terms
hereof and the Company shall be entitled to rely on such representation without
making any further inquiry as to whether this Section
5
applies.
Nothing contained herein shall be deemed to restrict the right of a Holder
to
exercise this Warrant, or part thereof, at such time as such exercise will
not
violate the provisions of this Section
5.
The
limitations contained in this Section
5
shall
cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to
the Company, or (y) immediately upon written notice from the Holder to the
Company at any time after the public announcement or other disclosure of
the (i)
sale, conveyance or disposition of all or substantially all of the assets
of the
Company; (ii) effectuation of a transaction or series of transactions in
which
more than 50% of the voting power of the Company is disposed of (other than
as a
direct result of normal, uncoordinated trading activities in the Common Stock
generally); (iii) the consolidation, merger or other business combination
of the
Company with or into any other entity, immediately following which the prior
stockholders of the Company fail to own, directly or indirectly, at least
50% of
the voting equity of the surviving entity; or (d) a
transaction or series of transactions in which any person or entity Person
or
“group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
acquires more than 50% of the voting equity of the Company (any of the foregoing
transactions in this Section
5(y) (i) - (iv),
a
“Change
of Control”).
5
6. Redemption.
This
Warrant may be redeemed at the option of the Company,
at a redemption price of $0.01 per Warrant (the “Redemption
Price”),
at any
time commencing twelve months after the effective date of the Registration
Statement and the Expiration Date upon not less than 30 days (and not more
than
60 days) written notice delivered to the Holder, provided: (a) the closing
bid
price of the Common Stock is been at least 175% of the Exercise Price for
twenty
(20) consecutive trading days prior to the date of the notice of redemption
and
(b) there is an effective registration statement with a current prospectus
available covering the shares of Common Stock issuable upon exercise of this
Warrant. On and after the date fixed for redemption, the Holder shall have
no
rights with respect to this Warrant except to receive the Redemption Price
per
Warrant upon surrender of this Certificate. The Company covenants and agrees
that it will honor all Exercise Notices tendered through the 5:00 Eastern
Time
on the Business Day immediately preceding the Redemption Date. The redemption
payment shall be made in cash on the date fixed for redemption in the Company’s
notice of redemption, as described below (the “Redemption
Date”).
The
notice of redemption shall specify: (i) the Redemption Price; (ii) the
Redemption Date; (iii) the place where Warrant Certificates shall be delivered
and the redemption price paid; and (iv) that the right to exercise the Warrants
shall terminate at 5:00 p.m. Eastern Time on the Business Day immediately
preceding the Redemption Date. An affidavit of the Secretary or an Assistant
Secretary of the Company that notice of redemption has been mailed shall,
in the
absence of fraud, be conclusive evidence of the facts stated therein. For
purposes of this Warrant, a “Business Day” means any day other than a Saturday,
Sunday or a day on which the New York Stock Exchange or banking institutions
located in the State of New York are authorized or required by law or other
governmental action to close.
From
and
after the Redemption Date, the Company shall, at the place specified in the
notice of redemption, upon presentation and surrender to the Company by or
on
behalf of the Holder thereof of this Warrant, deliver or cause to be delivered
to or upon the written order of such holder a sum of cash equal to the
Redemption Price of each such Warrant. From and after the Redemption Date
and
upon the deposit or setting aside by the Company of a sum sufficient to redeem
all the Warrants called for redemption, such Warrants shall expire and become
void and all rights hereunder and shall cease, except the right, if any,
to
receive payment of the Redemption Price.
6
7. Exchange
and Replacement of Warrant Certificates.
This
Warrant Certificate is exchangeable without expense, upon the surrender hereof
by the registered Holder at the principal executive office of the Company,
for a
new Warrant Certificate of like tenor and date representing in the aggregate
the
right to purchase the same number of Warrant Shares in such denominations
as
shall be designated by the Holder thereof at the time of such
surrender.
Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Certificate, and, in case
of
loss, theft or destruction, of indemnity or security reasonably satisfactory
to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated,
the
Company will make and deliver a new Warrant of like tenor, in lieu thereof
and
any such lost, stolen, destroyed or mutilated warrant shall thereupon become
void.
8. Elimination
of Fractional Interests.
The
Company shall not be required to issue certificates representing fractions
of
the shares of Common Stock and shall not 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 requiring warrants to be exercised
in pairs in order to purchase one full share of common stock for the Exercise
Price.
9. Rights
of Warrant Holders.
Nothing
contained in this Agreement shall be construed as conferring upon the Holder
any
rights whatsoever as a stockholder of the Company, either at law or in equity,
including without limitation, or Holders the right to vote or to consent
or to
receive notice as a stockholder in respect of any meetings of stockholders
for
the election of directors the right to receive dividends or any other
matter.
10. Miscellaneous.
10.1 Binding
Effect; Successors.
This
Warrant shall be binding upon any corporation succeeding the Company by merger,
consolidation or acquisition of all or substantially all of the Company’s
assets. All of the obligations of the Company relating to the Common Stock
issuable upon the exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and agreements of the Company
shall inure to the benefit of the successors and assigns of the Holder hereof.
This Warrant shall be for the sole and exclusive benefit of the Holder and
nothing in this Warrant shall be construed to confer upon any person other
than
the Holder any legal or equitable right, remedy or claim hereunder.
10.2 No
Liability. No
recourse shall be had for any claim based hereon or otherwise in any manner
in
respect hereof, against any incorporator, stockholder, officer or director,
past, present or future, of the Company or of any predecessor corporation,
whether by virtue of any constitutional provision or statute or rule of law,
or
by the enforcement of any assessment or penalty or in any other manner, all
such
liability being expressly waived and released by the acceptance hereof and
as
part of the consideration for the issue hereof.
7
10.3 No
Waiver. No
course
of dealing between the Company and the Holder hereof shall operate as a waiver
of any right of any Holder hereof, and no delay on the part of the Holder
in
exercising any right hereunder shall so operate.
10.4 Amendments.
This
Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by (a) the party against
which enforcement of the same is sought or (b) the Company and the holders
of at
least a majority of the number of shares into which the Warrants are exercisable
(without regard to any limitation contained herein on such exercise), it
being
understood that upon the satisfaction of the conditions described in (a)
and (b)
above, each Warrant (including any Warrant held by the Holder who did not
execute the agreement specified in (b) above) shall be deemed to incorporate
any
amendment, modification, change or waiver effected thereby as of the effective
date thereof. Notwithstanding the foregoing, no modification to this Section
10.4 will be effective against any Holder without his consent. Any amendment
shall be endorsed upon this Warrant, and all future Holders shall be bound
thereby.
10.5 Notices.
All
notices and other communications required or permitted under this Agreement
shall be sent by registered or certified mail, postage prepaid (if within
the
United States of America), overnight courier, confirmed
facsimile or other electronic transmission or otherwise delivered by hand
or by
messenger, addressed (a) if to the Holder, at such older’s
address
set forth on the signature page hereto or at such other address as such Holder
shall have furnished to the Company in writing, (b) if to the Company, at
its
offices at: NANOSENSORS, INC.,1475 Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxx, XX 00000,
to the attention of “President” or at such other address as the Company shall
have furnished to the Holders in writing, or (c) if any transferee or assignee
of a Holder pursuant to Section 10.1, at such address as such transferee
or
assignee shall have furnished to the Company in writing. Each such notice
or
other communication shall for all purposes of this Agreement be treated as
effective or having been received or given, as applicable, (i) when delivered
if
delivered personally, (ii) if sent by mail, at the earlier of its receipt
or
three Business Days after the registration or certification thereof, (iii)
if
sent by overnight courier, one Business Day (two Business Days if notice
is sent
from one country to another) after the same has been deposited with a nationally
recognized courier service, or (iv) when sent by confirmed facsimile or
other electronic transmission, on the day sent (if a Business Day) if sent
during normal business hours of the recipient, and if not, then on the next
Business Day (provided, that such facsimile or other electronic transmission
is
followed by delivery via another method permitted by this Section
10.5)
and the
receipt of the facsimile or other electronic transmission can be
verified.
10.6 Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This
Warrant shall be governed in all respects by the laws of the State of New
York
without giving effect to the conflicts of laws principles thereof. All suits,
actions or proceedings arising out of, or in connection with, this Warrant
or
the transactions contemplated by this Warrant shall be brought in any federal
or
state court of competent subject matter jurisdiction sitting in New York,
New
York The Company by execution and delivery of this Warrant and the Holder
by
acceptance of this Warrant, expressly and irrevocably (i) consent and
submit to the personal jurisdiction of any such courts in any such action
or
proceeding; (ii) consent to the service of any complaint, summons, notice
or
other process relating to any such action or proceeding by delivery thereof
to
such party as set forth in Section 10.5 hereof; and (iii) waive any claim
or
defense in any such action or proceeding based on any alleged lack of personal
jurisdiction, improper venue, forum
non conveniens
or any
similar basis.
8
WAIVER
OF JURY TRIAL. THE
COMPANY BY EXECUTION AND DELIVERY OF THIS WARRANT AND THE HOLDER BY ACCEPTANCE
OF THIS WARRANT
WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING INVOLVING ANY MATTER (WHETHER SOUNDING
IN
TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING
TO
THIS AGREEMENT.
10.7 Headings.
The
headings of the Sections of this Warrant are inserted for convenience only
and
shall not be deemed to constitute a part of this Warrant.
IN
WITNESS WHEREOF, NANOSENSORS, INC.
has
caused this Warrant to be executed in its corporate name by its officer,
and its
seal to be affixed hereto.
Dated:
January 16, 2008
NANOSENSORS,
INC.
By:________________________
Name:
Xxxxxx Xxxxx
Title:
Interim President and CEO
9
WARRANT
EXERCISE FORM
TO:
NANOSENSORS,
INC.
Attention:
President
_______________________
_______________________
_______________________
The
undersigned Holder hereby irrevocably elects to exercise the right to
purchase_______________ shares of Common Stock covered by this Warrant according
to the conditions hereof and herewith makes full payment of the Exercise
Price
of such shares.
The
undersigned, by marking the box following this sentence, indicates his or
her
intention to exercise this Warrant on a cashless basis in accordance with
the
terms of this Warrant: □
Kindly
deliver to the undersigned a certificate representing the Shares.
INSTRUCTIONS
FOR DELIVERY
Name:
_____________________________________
(please
typewrite or print in block letters)
Address:
___________________________________
___________________________________
Tax
I.D.
No. or Social Security No.:
Dated:
______________
_________________
Signature
STATE
OF ___________ )
)
ss:
COUNTY
OF) _________ )
On
this
_________day
of _______________________________________________,
before
me personally came____________________,
to me
known,
who being by me duly sworn, did depose and say that he resides at
_______________________________________________,
that he
is the holder of the foregoing instrument and that he executed such instrument
and duly acknowledged to me that he executed the same.
______________________
Notary
Public
FORM
OF ASSIGNMENT
(To
be
executed by the registered holder if such holder
desires
to transfer the Warrant Certificate.)
FOR
VALUE RECEIVED,
the
undersigned hereby sells, assigns
and transfers unto
this
Warrant Certificate, together with all right, title and interest therein,
and
does hereby irrevocably constitute and
appoint _____________________,
Attorney, to transfer the within Warrant Certificate on the books of
NANOSENSORS, INC., with full power of substitution.
Dated: | Signature: |
___________________________ | |
___________________________ | |
(Signature
must conform in all respects
to
name of holder as specified on the
face
of the Warrant Certificate)
|
|
___________________________ | |
___________________________ | |
(Insert
Social Security or Other
Identifying
Number of Assignee)
|
STATE
OF ___________ )
)
ss:
COUNTY
OF) _________ )
On
this
_________day
of _______________________________________________,
before
me personally came____________________,
to me
known,
who being by me duly sworn, did depose and say that he resides at
_______________________________________________,
that he
is the holder of the foregoing instrument and that he executed such instrument
and duly acknowledged to me that he executed the same.
______________________
Notary
Public