THE SECURITIES COVERED BY THIS STOCK WARRANT AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT 0F 1933, AS AMENDED, OR ANY STATE SECURITY
LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT OR AS COVERED UNDER AN EXEMPTION FROM REGISTRATION
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITY LAWS.
SIMPLIFIED
FIVE YEAR STOCK SUBSCRIPTION WARRANT
To Purchase Common Stock of
Lifecodes Corporation, a Delaware Corporation (the "Company")
DATE OF ISSUANCE: FEBRUARY 24, 1994
THIS CERTIFIES THAT for value received, Xxxxxx X. Xxxxxx or registered assigns
(hereinafter called "Holder") is entitled to purchase from the Company, from
this date of issuance and ending five (5) years from the date hereof, 7,500
shares of Common Stock, par value $.10 per share, of the Company (the "Common
Stock"), at the Warrant Price of $5.00 per share, payable in lawful money of
the United States of America to be paid upon the exercise hereof. This Warrant
is subject to the terms and conditions contained herein and may only be
exercised in whole; no fractional exercise will be permitted.
EXERCISE OF WARRANT
To exercise this Warrant the Holder shall deliver to the Company at its
principal place of business: an executed FORM OF NOTICE OF EXERCISE, a sample
of which is attached hereto; cash or certified check payable to the Company;
this Warrant.
The person in whose name any certificate of shares of Common Stock is
issued upon exercise of this Warrant shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant
was surrendered and payment of the Warrant price and any applicable taxes was
made, irrespective of the date of delivery of such certificate.
Except as provided below under OWNERSHIP, there can be no substitute,
exchange or re-issue of Warrant and Warrant terms provide no protection from
dilution through the issue of new shares, stock dividends or other factors
which may cause more shares to be issued.
In the event the Company completes a private equity sale of not less
than $1,500,000 or a public offering registered under the Securities Act of
1933 of at least $5,000,000, or a consolidation with another company in which
the Company is not the majority shareholder, and providing that any such
transaction is valued at not less than $10.00 per share for the shares then
outstanding, the Company may, upon fifteen (15) days notice to the Holder,
cause this Warrant to terminate effective upon the closing of such transaction
or at any time thereafter.
COVENANT AS TO COMMON STOCK
The Company covenants and agrees that all shares of Common Stock that
may be issued upon the exercise of this Warrant will, upon issuance, be
validly issued, fully paid and nonassessable, and free from all taxes, liens
and charges with respect to the issue thereof. The Company further covenants
and agrees that the Company will at all times have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant. In the event of a public offering as
described above, the Company will attempt, as permitted by the securities
exchange and underwriter, to register all shares of Common Stock issuable upon
exercise of this Warrant.
OWNERSHIP
The Company will deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof for all purposes and shall not be
affected by any notice to the contrary until presentation of the Warrant for
registration or transfer as provided for herein.
This Warrant and all rights hereunder are transferable in whole upon the
books of the Company by the Holder hereof upon presentation of the Warrant,
duly endorsed, and with direction as to the transferee. Holder agrees not to
effect any transfer of this Warrant and the rights hereunder except in
compliance with federal and state security laws.
NOTICES AND MISCELLANEOUS
Any notice pertaining to this Warrant shall be by certified mail or
courier and shall be delivered if to the Holder at Hydromotion Corporation, 00
Xxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000, and to the Company at 000 Xxxx
Xxx., Xxxxxxxx, XX 00000.
This Warrant shall not grant or entitle Holder to any rights of a
shareholder of the Company. Any disputes concerning this Warrant shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Connecticut.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer this 24th day of January, 1994.
LIFECODES CORPORATION
By:___________________________
Title: President, CEO
FORM OF NOTICE OF EXERCISE
[To be signed only upon exercise of the Warrant]
TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THE WITHIN WARRANT
The undersigned hereby exercises the right to purchase ___________
shares of Common Stock which the undersigned is entitled to purchase
by the terms of the within Warrant according to the conditions
thereof, and herewith makes payment of the Warrant Price of such
shares in full. All shares to be issued pursuant hereto shall be
issued in the name of:_______________________________ and the initial
address of such person to be entered on the books of the Company
shall be:______________________. The shares are to be issued in
certificates of the following denominations:
-----------------------------
[Type Name of Holder]
By:
--------------------------
Title:
-----------------------
Dated:
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