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Void after 5:00 P.M. Common Stock Warrant
New York Time To Purchase 250,000 Shares
December 5, 2000 Of Common Stock of Cistron
Biotechnology, Inc.
No. 1
CISTRON BIOTECHNOLOGY, INC.
1.1. Common Stock Purchase Warrant
__________________
This Warrant and the shares of Common Stock issuable upon
exercise of this Warrant have not been registered under the
Securities Act of 1933, as amended (the "Act"), and may not be
sold or otherwise disposed of except (a) to a person who, in the
opinion of counsel reasonably acceptable to the Company, is a
person to whom the securities may be legally transferred without
registration and without delivery of a current prospectus under
the Act or (b) to a person upon delivery of a prospectus or
offering circular then meeting the requirements of the Act
relating to such securities and the offering thereof for such
sale or disposition.
__________________
This certifies that, FOR VALUE RECEIVED, XXXXXXXX & XXXXX or registered
assigns (the "Holder"), is entitled to purchase, subject to the provisions of
this Warrant, from CISTRON BIOTECHNOLOGY, INC., a Delaware corporation (the
"Company"), 250,000 shares of the Company's common stock, $.01 par value (the
"Common Stock"), at a price of $.50 per share at any time prior to 5:00 P.M.,
New York Time, on December 5, 2000, at which time this Warrant shall expire
and become void. The number of shares of Common Stock to be received upon
exercise of this Warrant and the price to be paid for each share of Common
Stock are subject to possible adjustment from time to time as hereinafter set
forth. The shares of Common Stock or other securities or property deliverable
upon such exercise as adjusted from time to time are hereinafter sometimes
referred to as the "Warrant Shares" and the exercise price of a share of
Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price." Unless the context
otherwise requires, the term "Warrant" as used herein includes this Warrant
and any other warrant or warrants that may be issued pursuant to the provisions
of this Warrant, whether upon transfer, assignment, partial exercise,
divisions, combinations, exchange, or otherwise, and the term "Holder"
includes any transferee or transferees or assignee or assignees of the Holder
named above, all of whom shall be subject to the provisions of this Warrant,
and, when used with reference to Warrant Shares, means the holder or holders
of such Warrant Shares.
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Section 1. Exercise of Warrant.
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1.1. Method of Exercise. This Warrant may be exercised in whole or in
part, but for not less than 25,000 Warrant Shares or the balance then
exercisable, at any time by the Holder prior to 5:00 P.M., New York Time,
on December 5, 2000, by presentation and surrender hereof to the Company at
its principal office with the Subscription Form annexed hereto, duly
executed and accompanied by payment, by certified or official bank checks
payable to the order of the Company, of the Exercise Price for the total
number of Warrant Shares purchased.
1.2. Delivery of Shares. Upon proper exercise of this
Warrant, the Company promptly shall deliver certificates for the Warrant
Shares to the Holder duly legended as authorized in the Subscription Form.
1.3. Partial Exercise. If this Warrant is exercised in part
only, the Company shall, upon presentation of this Warrant upon such
exercise, execute and deliver (with the certificate for the Warrant Shares
purchased) a new Warrant evidencing the rights of the Holder hereof to
purchase the balance of the Warrant Shares purchasable hereunder upon the
same terms and conditions as herein set forth.
1.4. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon exercise of this
Warrant but, in lieu thereof, the Company shall round up to the next full
share.
Section 2. Exercise Price and Adjustments.
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2.1. Initial Exercise Price and Capital Adjustments. The
Exercise Price at which the Warrant Shares shall be purchasable shall be
$.50 per share, subject to adjustment from time to time in the event of
stock dividends, stock subdivisions, stock splits, or stock combinations,
as follows: In the event the Company shall at any time after the date
hereof issue shares of its Common Stock as a stock dividend or shall
subdivide or split or combine the outstanding shares of its Common Stock,
the Exercise Price shall forthwith proportionately be decreased in the case
of a stock dividend, subdivision, or stock split or proportionately be
increased in the case of combination, to the nearest one cent to give
effect to such change. Concurrently, the number of Warrant Shares issuable
upon exercise of this Warrant shall be increased or decreased in proportion
to the increase or decrease in the number of shares of Common Stock
outstanding resulting from such change. Any such adjustment shall become
effective at the close of business on the date that the subdivision or
combination shall become effective, in the event of a subdivision or
combination, or at the close of business on the record date fixed for the
determination of stockholders entitled to receipt of the stock dividend, in
the event of a stock dividend.
2.2. Reorganizations, Mergers, and Sale of Assets. In the
event of any reorganization or reclassification of the outstanding shares
of Common Stock (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a
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result of a subdivision or combination) or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation after
which no securities of the Company will be publicly held, or in the case of
any sale, lease, or conveyance of all, or substantially all, of the
property, assets, business, and goodwill of the Company as an entity, the
Holder shall thereafter have the right upon exercise to purchase the kind
and amount of shares of stock and other securities and property receivable
upon such reorganization, reclassification, consolidation, merger, or sale
by a holder of the number of shares of Common Stock that the Holder would
have received had he exercised this Warrant immediately prior to such
reorganization, reclassification, consolidation, merger, or sale, at a
price equal to the aggregate Exercise Price then in effect pertaining to
this Warrant (the kind, amount, and price of such stock and other
securities to be subject to adjustment as herein provided).
2.3. Liquidation and Dissolution. In the event the Company
shall, at any time prior to the expiration of this Warrant and prior to the
exercise thereof, dissolve, liquidate, or wind up its affairs, the Holder
shall be entitled, upon the exercise thereof, to receive, in lieu of the
shares that he would have been entitled to receive, the same kind and
amount of assets as would have been issued, distributed, or paid to him
upon any such dissolution, liquidation, or winding up with respect to such
shares had he been the holder of record of such shares on the record date
for the determination of those entitled to receive any such liquidating
distribution. After any such dissolution, liquidation, or winding up that
shall result in any cash distribution in excess of the Exercise Price
provided for by this Warrant, the Holder may, at his option, exercise the
same without making payment of the Exercise Price, and in such case, the
Company shall upon the distribution to the Holder consider that the
Exercise Price has been paid in full to it and, in making settlement to the
Holder, shall deduct from the amount payable to the Holder an amount equal
to such Exercise Price.
2.4. Amendments Not Required to Reflect Adjustments.
Irrespective of any adjustments in the Exercise Price or the number or kind
of shares purchasable upon exercise of this Warrant, this Warrant may
continue to express the same price and number and kind of shares as
originally issued and need not be amended to reflect each such adjustment.
Section 3. Exchange, Assignment, or Loss of Warrant.
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3.1. Exchange of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company for other Warrants of different
denominations entitling the Holder thereof to purchase in the aggregate the
same number of Warrant Shares purchasable hereunder on the same terms and
conditions as herein set forth.
3.2. Assignment of Warrant. Subject to compliance with
Section 4 hereof, this Warrant may be assigned by presentation and
surrender to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed accompanied by funds sufficient to pay any transfer tax. Upon
such presentation and surrender, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in the
Assignment Form and shall promptly cancel this Warrant.
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3.3. Loss or Mutilation of Warrant. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction, or
mutilation of this Warrant, and (in the case of loss, theft, or
destruction) or reasonably satisfactory indemnification, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will execute
and deliver a new Warrant of like tenor and date and any such lost, stolen,
or destroyed Warrant shall thereupon become void. Any such new Warrant
executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.
Section 4. Compliance with Securities Act of 1933.
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4.1. Disposition of Warrant and/or Warrant Shares. This
Warrant and/or the Warrant Shares may not be sold or otherwise disposed of
except as follows:
(a) To a person who, in the opinion of counsel reasonably
satisfactory to the Company, is a person to whom this Warrant or the
Warrant Shares may legally be transferred without registration and
without the delivery of a current prospectus under the Act with respect
thereto and then only against receipt of an agreement of such person
to comply with the provisions of this Section 4 with respect to any
resale or other disposition of such securities unless, in the opinion
of counsel, such agreement is not required; or
(b) To any person upon delivery of a prospectus or offering
circular then meeting the requirements of the Act relating to such
securities and the offering thereof for such sale or disposition.
4.2 Legending of Certificates. Each certificate for Warrant Shares
or for any other security issued or issuable upon exercise of this Warrant
shall contain a legend on the face thereof, in form and substance
satisfactory to counsel to the Company, setting forth the restrictions on
transfer thereof contained in this Section 4.
Section 5. Company Covenants.
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5.1 Reservation and Issuance of Warrant Shares. The Company hereby
undertakes until expiration of this Warrant to reserve for issuance and/or
delivery upon exercise of this Warrant, such number of shares of its Common
Stock as shall be required for issuance and/or delivery upon exercise
hereon in full and agrees that all Warrant Shares so issued and/or
delivered will be validly issued, fully paid, and non-assessable and
further agrees to pay all taxes and charges that may be imposed upon such
issuance and/or delivery.
5.2 Officer's Certificate. In the event the Exercise Price shall be
adjusted as required by Section 2 hereof, the Company shall mail to the
Holder an officer's certificate setting forth the adjustments so required
and including, in reasonable detail, the
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method of calculating the adjustments and the transaction requiring the
adjustment.
Section 6. Miscellaneous.
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6.1 Status of Holder. The Holder shall not be entitled to vote or
receive dividends and shall not otherwise be deemed a shareholder of the
Company.
6.2 Notices. All notices required hereunder shall be sent by first-
class mail, postage prepaid, and shall be addressed, if to the Holder, to
the last known address furnished to the Company and if to the Company, to:
Cistron Biotechnology, Inc., 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxxxx
00000, Attn: Xxxxx Xxxxxx, President, unless another address is designated
in writing by the Holder of the Company.
6.3 Binding Effect. This Warrant shall be binding upon the Company,
its successors, and/or assigns and upon the Holder.
6.4 Governing Law. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the 6th day of December, 1996.
CISTRON BIOTECHNOLOGY, INC.
By:/s/XXXXX X. XXXXXX
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Name: XXXXX X. XXXXXX
ATTEST:
/s/XXXX X. XXXXXX, ESQ.
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Name: XXXX X. XXXXXX, ESQ.
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FORM OF ASSIGNMENT
(To be signed only upon such assignment)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
the right represented by the within Warrant to purchase, from CISTRON
BIOTECHNOLOGY, INC. (the "Company"), shares of the Common Stock of the
Company, to which the within Warrant relates, and appoints
attorney to transfer said right, with full power of substitution
in the premises.
Dated:
_____________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
ATTEST:
_____________________________
Name
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: CISTRON BIOTECHNOLOGY, INC.
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase rights represented by said Warrant for, and
to purchase thereunder, shares of Common Stock of the Company, and herewith
makes payment of $ therefor, consents to the affixation of a
legend on the certificate for such shares to the effect that such shares
have not been registered under the Securities Act of 1933, as amended (the
"Act"), and may be transferred only in compliance with the Act, and requests
that such certificate(s) be issued in the name of and be delivered to
whose address is
and if such shares shall not be all of the shares purchased hereunder, that
a new Warrant of like tenor for the balance of shares purchasable hereunder
be delivered to the undersigned.
Dated: _________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
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