Contract
EXHIBIT
4.1
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED
FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION
OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE
ACT
OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
MANHATTAN
PHARMACEUTICALS, INC.
Warrant
for the Purchase of Shares of
Common
Stock
| No. [ ] |
______ Shares
|
FOR
VALUE
RECEIVED, MANHATTAN PHARMACEUTICALS, INC., a Delaware corporation (the
"Company"),
hereby certifies that [________________], its designee or its permitted assigns
is entitled to purchase from the Company, at any time or from time to time
commencing on [________________], 2005 and prior to 5:00 P.M., New York City
time, on [**fifth anniv. of closing**], 2010 (the “Exercise
Period”),
[________________] fully paid and non-assessable shares of common stock,
$0.001
par value per share, of the Company for a purchase price per share of
$[______]
[**110%
of
average closing sale price of the Common Stock as reported on
the
principal national securities exchange on which the Common Stock is admitted
to
trading or listed, or if not listed or admitted to trading on any such exchange,
the representative closing sale price of the Common Stock as reported by
the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"),
or
other similar organization if NASDAQ is no longer reporting such information,
or, if the Common Stock is not reported on NASDAQ, the per share sale price
for
the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or if not so available, the fair
market value of the Common Stock as determined in good faith by the Company’s
Board of Directors during
the five (5) Business Days (as defined in Article 5) immediately preceding
the
Closing Date**]. Hereinafter,
(i) said common stock, $0.001 par value per share, of the Company, is referred
to as the
"Common
Stock";
(ii)
the shares of the Common Stock (subject to adjustment as set forth herein)
purchasable hereunder or under any other Warrant (as hereinafter defined)
are
referred to as the "Warrant
Shares";
(iii)
the aggregate purchase price payable for the Warrant Shares purchasable
hereunder is referred to as the "Aggregate
Warrant Price";
(iv)
the price payable (initially $[___] per share subject to adjustment as set
forth
herein) for each of the Warrant Shares hereunder is referred to as the
"Per
Share Warrant Price";
(v)
this Warrant, all similar Warrants issued on the date hereof and all warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants are referred to as the "Warrants";
(vi)
the holder of this Warrant is referred to as the "Holder"
and the
holder of this Warrant and all other Warrants and Warrant Shares are referred
to
as the "Holders"
and
Holders of more than fifty percent (50%) of the Warrant Shares then issuable
upon exercise of then outstanding Warrants are referred to as the "Majority
of the Holders")
and
(vii) the then Current Market Price per share of the Common Stock (the
"Current
Market Price")
shall
be deemed to be the last reported sale price of the Common Stock on the Trading
Day (as defined below) immediately prior to such date or, in case no such
reported sales take place on such day, the average of the last reported bid
and
asked prices of the Common Stock on such day, in either case on the principal
national securities exchange on which the Common Stock is admitted to trading
or
listed, or if not listed or admitted to trading on any such exchange, the
representative closing sale price of the Common Stock as reported by the
National
Association of Securities Dealers, Inc. Automated Quotations System
(“NASDAQ”),
or
other similar organization if NASDAQ is no longer reporting such information,
or, if the Common Stock is not reported on NASDAQ, the per share sale price
for
the Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or if not so available, the fair
market value of the Common Stock as determined in good faith by the Company’s
Board of Directors. A "Trading
Day"
shall
mean any day on which shares of the Company’s Common Stock are sold on the
respective exchange. The Aggregate Warrant Price is not subject to
adjustment.
This
Warrant, together with warrants of like tenor, constituting in the aggregate
Warrants to purchase [_______] Warrant Shares, was originally issued pursuant
to
a Subscription Agreement (the “Subscription
Agreement”)
between
the Company and the investor named therein in connection with a private
placement by the Company of its securities. By acceptance of this Warrant,
the
Holder agrees to comply with all applicable provisions of the Subscription
Agreement.
1. Exercise
of Warrant.
(a) This
Warrant may be exercised in whole at any time, or in part from time to time,
by
the Holder during the Exercise Period by the surrender of this Warrant (with
the
subscription form at the end hereof duly executed) at the address set forth
in
subsection 10(a) hereof, together with proper payment of the Aggregate Warrant
Price, or the proportionate part thereof if this Warrant is exercised in
part,
with payment for the Warrant Shares made by certified or official bank check
payable to the order of, or wire transfer of immediately available funds
to, the
Company; or
(b) If
this
Warrant is exercised in part, this Warrant must be exercised for a number
of
whole shares of the Common Stock and the Holder is entitled to receive a
new
Warrant covering the Warrant Shares that have not been exercised and setting
forth the proportionate part of the Aggregate Warrant Price applicable to
such
Warrant Shares. Upon surrender of this Warrant in connection with the exercise
of this Warrant pursuant to the terms hereof, the Company will (i) issue
a
certificate or certificates in the name of the Holder for the largest number
of
whole shares of the Common Stock to which the Holder shall be entitled upon
such
exercise and, if this Warrant is exercised in whole, in lieu of any fractional
share of the Common Stock to which the Holder shall be entitled, pay to the
Holder cash in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
shall determine), and (ii) deliver the other securities and properties
receivable upon the exercise of this Warrant, or the proportionate part thereof,
if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.
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2. Reservation
of Warrant Shares; Listing.
The
Company agrees that, prior to the expiration of this Warrant, the Company
shall
at all times (a) have authorized and in reserve, and shall keep available,
solely for issuance and delivery upon the exercise of this Warrant, the shares
of the Common Stock and other securities and properties as from time to time
shall be receivable upon the exercise of this Warrant, free and clear of
all
restrictions on sale or transfer, other than under Federal or state securities
laws, and free and clear of all preemptive rights and rights of first refusal
and (b) if the Company hereafter lists its Common Stock on any national
securities exchange, the NASDAQ National Market or the NASDAQ Smallcap Market,
use its commercially reasonable efforts to keep the Warrant Shares authorized
for listing on such exchange upon notice of issuance.
3. Certain
Adjustments.
(a) If,
at
any time or from time to time after the date of this Warrant, the Company
shall
issue or distribute to all holders of shares of Common Stock by reason of
their
ownership thereof evidence of its indebtedness, any other securities of the
Company or any cash, property or other assets (excluding a subdivision,
combination or reclassification, or dividend or distribution payable in shares
of Common Stock, referred to in subsection 3(b), and also excluding cash
dividends or cash distributions paid out of net profits legally available
therefor (any such non-excluded event being herein called a "Special
Dividend")),
the
Per Share Warrant Price shall be adjusted (effective immediately prior to
such
issuance or distribution but after the record date for such issuance or
distribution) by multiplying the Per Share Warrant Price then in effect by
a
fraction, the numerator of which shall be the Current Market Price in effect
on
the record date for such issuance or distribution less the fair market value
(as
determined in good faith by the Company's Board of Directors) of the evidence
of
indebtedness, cash, securities or property, or other assets issued or
distributed in such Special Dividend applicable to one share of Common Stock
and
the denominator of which shall be the Current Market Price in effect on the
record date for such issuance or distribution. An adjustment made pursuant
to
this subsection 3(a) shall become effective immediately prior to the payment
date but after the record date of any such Special Dividend. If such dividend,
distribution, subdivision or combination is not consummated in full, the
Per
Share Warrant Price and Warrant Shares shall be readjusted
accordingly.
(b) In
case
the Company shall hereafter (i) pay a dividend or make a distribution on
its
Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares
of
Common Stock into a greater number of shares, (iii) combine or reverse-split
its
outstanding shares of Common Stock into a smaller number of shares or (iv)
issue
by reclassification of its Common Stock any shares of capital stock of the
Company, then the Per Share Warrant Price and the number of Warrant Shares
shall
forthwith be proportionately decreased and increased, respectively, in the
case
of a subdivision, distribution or stock dividend, or proportionately increased
and decreased, respectively, in the case of a combination or reverse stock
split. The Aggregate Warrant Price payable for the then total number
of
Warrant
Shares
available for exercise under this Warrant shall remain the same. Adjustments
made pursuant to this subsection 3(b) shall become effective on the record
date
in the case of a dividend or distribution, and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If such dividend, distribution, subdivision or combination
is not consummated in full, the Per Share Warrant Price and Warrant Shares
shall
be readjusted accordingly.
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(c) In
case
of any capital reorganization or reclassification, or any consolidation or
merger to which the Company is a party other than a merger or consolidation
in
which the Company is the continuing corporation, or in case of any sale or
conveyance to another entity of all or substantially all of the assets of
the
Company, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger
of a
third corporation into the Company but excluding any exchange of securities
or
merger with another corporation in which the Company is a continuing corporation
and that does not result in any reclassification of or similar change in
the
Common Stock), the Holder of this Warrant shall have the right thereafter
to
receive on the exercise of this Warrant the kind and amount of securities,
cash
or other property which the Holder would have owned or have been entitled
to
receive immediately after such reorganization, reclassification, consolidation,
merger, statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made
in the
application of the provisions set forth in this Section 3 with respect to
the
rights and interests thereafter of the Holder of this Warrant to the end
that
the provisions set forth in this Section 3 shall thereafter correspondingly
be
made applicable, as nearly as may reasonably be, in relation to any shares
of
stock or other securities or property thereafter deliverable on the exercise
of
this Warrant. The above provisions of this subsection 3(c) shall similarly
apply
to successive reorganizations, reclassifications, consolidations, mergers,
statutory exchanges, sales or conveyances. The Company shall require the
issuer
of any shares of stock or other securities or property thereafter deliverable
on
the exercise of this Warrant to be responsible for all of the agreements
and
obligations of the Company hereunder. Notice of any such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holders
of
the Warrants not less than twenty (20) days prior to such event. A sale of
all
or substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.
(d) No
adjustment in the Per Share Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least $0.01 per share
of
Common Stock; provided,
however,
that
any adjustments which by reason of this subsection 3(d) are not required
to be
made shall be carried forward and taken into account in any subsequent
adjustment; provided,
further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this subsection 3(d)) not later
than
such time as may be required in order to preserve the tax-free nature of
a
distribution, if any, to the Holder of this Warrant or Common Stock issuable
upon the exercise hereof. All calculations under this Section 3 shall be
made to
the nearest cent or to the nearest 1/100th of a share, as the case may be.
Anything in this Section 3 to the contrary notwithstanding, the Company shall
be
entitled to make such reductions in the Per Share Warrant Price, in addition
to
those required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders
shall
not be taxable.
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(e) Whenever
the Per Share Warrant Price is adjusted as provided in this Section 3 and
upon
any modification of the rights of a Holder of Warrants in accordance with
this
Section 3, the Company shall promptly prepare a brief statement of the facts
requiring such adjustment or modification and the manner of computing the
same
and cause copies of such certificate to be mailed to the Holders of the
Warrants. The Company may, but shall not be obligated to unless requested
by a
Majority of the Holders, obtain, at its expense, a certificate of a firm
of
independent public accountants of recognized standing selected by the Board
of
Directors (who may be the regular auditors of the Company) setting forth
the Per
Share Warrant Price and the number of Warrant Shares in effect after such
adjustment or the effect of such modification, a brief statement of the facts
requiring such adjustment or modification and the manner of computing the
same
and cause copies of such certificate to be mailed to the Holders of the
Warrants.
(f) If
the
Board of Directors of the Company shall declare any dividend or other
distribution with respect to the Common Stock other than a cash distribution
out
of earned surplus, the Company shall mail notice thereof to the Holders of
the
Warrants not less than ten (10) days prior to the record date fixed
for
determining stockholders entitled to participate in such dividend or other
distribution.
(g) If,
as a
result of an adjustment made pursuant to this Section 3, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock
and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive and shall be described in a written notice to the Holder
of
any Warrant promptly after such adjustment) shall determine, in good faith,
the
allocation of the adjusted Per Share Warrant Price between or among shares
or
such classes of capital stock or shares of Common Stock and other capital
stock.
(h) Upon
the
expiration of any rights, options, warrants or conversion privileges with
respect to the issuance of which an adjustment to the Per Share Warrant Price
had been made, if such option, right warrant or conversion shall not have
been
exercised, the number of Warrant Shares purchasable upon exercise of this
Warrant, to the extent this Warrant has not then been exercised, shall, upon
such expiration, be readjusted and shall thereafter be such as they would
have
been had they been originally adjusted (or had the original adjustment not
been
required, as the case may be) on the basis of (A) the fact that Common Stock,
if
any, actually issued or sold upon the exercise of such rights, options, warrants
or conversion privileges, and (B) the fact that such shares of Common Stock,
if
any, were issued or sold for the consideration actually received by the Company
upon such exercise plus the consideration, if any, actually received by the
Company for the issuance, sale or grant of all such rights, options, warrants
or
conversion privileges whether or not exercised; provided,
however,
that no
such readjustment shall have the effect of decreasing the number of Warrant
Shares purchasable upon exercise of this Warrant by an amount in excess of
the
amount of the adjustment initially made in respect of the issuance, sale
or
grant of such rights, options, warrants or conversion privileges.
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(i) In
case
any event shall occur as to which the other provisions of this Section 3
are not
strictly applicable but as to which the failure to make any adjustment would
not
fairly protect the purchase rights represented by this Warrant in accordance
with the essential intent and principles of the adjustments set forth in
this
Section 3 then, in each such case, the Board of Directors of the Company
shall
in good faith determine the adjustment, if any, on a basis consistent with
the
essential intent and principles established herein, necessary to preserve
the
purchase rights represented by the Warrants. Upon such determination, the
Company will promptly mail a copy thereof to the Holder of this Warrant and
shall make the adjustments described therein.
4. Fully
Paid Stock; Taxes.
The
shares of the Common Stock represented by each and every certificate for
Warrant
Shares delivered on the exercise of this Warrant shall, subject to compliance
by
the Holder with the terms hereof, at the time of such delivery, be duly
authorized, validly issued and outstanding, fully paid and nonassessable,
and
not subject to preemptive rights or rights of first refusal imposed by any
agreement to which the Company is a party, and the Company will take all
such
actions as may be necessary to assure that the par value, if any, per share
of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price. The Company shall pay, when due and payable, any and all Federal
and state stamp, original issue or similar taxes which may be payable in
respect
of the issue of any Warrant Share or any certificate thereof to the extent
required because of the issuance by the Company of such security.
5. Registration
Under Act.
(a) The
Holder shall have the right to participate in the registration rights granted
to
purchasers of the Units pursuant to Article 5 of the Subscription Agreement.
By
acceptance of this Warrant, the Holder agrees to comply with the provisions
in
Article 5 of the Subscription Agreement to same extent as if it were a party
thereto.
(b) Until
all
of the Warrant Shares and any shares of Common Stock issuable thereunder
have
been sold under a Registration Statement or pursuant to Rule 144(k), so long
as
the Company’s Common Stock remains registered under the Act, the Company shall
use its commercially reasonable efforts to file with the Securities and Exchange
Commission all current reports and the information as may be necessary to
enable
the Holder to effect sales of its shares in reliance upon Rule 144(k)
promulgated under the Act.
6. Investment
Intent; Limited Transferability.
(a) By
accepting this Warrant, the Holder represents to the Company that it understands
that this Warrant and any securities obtainable upon exercise of this Warrant
have not been registered for sale under Federal or state securities laws
and are
being offered and sold to the Holder pursuant to one or more exemptions from
the
registration requirements of such securities laws. In the absence of an
effective registration of such securities or an exemption therefrom, any
certificates for such securities shall bear the legend set forth on the first
page hereof. The Holder understands that it must bear the economic risk of
its
investment in this Warrant and any securities obtainable upon exercise of
this
Warrant for an indefinite period of time, as this Warrant and such securities
have not been registered under Federal or state securities laws and therefore
cannot be sold unless subsequently registered under such laws, unless an
exemption from such registration is available. The Holder further represents
to
the Company, by accepting this Warrant, that it has full power and authority
to
accept this Warrant and make the representations set forth herein.
6
(b) The
Holder, by its acceptance of this Warrant, represents to the Company that
it is
acquiring this Warrant and will acquire any securities obtainable upon exercise
of this Warrant for its own account for investment and not with a view to,
or
for sale in connection with, any distribution thereof in violation of the
Act.
The Holder agrees, by acceptance of this Warrant, that this Warrant and any
such
securities will not be sold or otherwise transferred prior to the six-month
anniversary of the date hereof, and only unless (i) a registration statement
with respect to such transfer is effective under the Act and any applicable
state securities laws or (ii) such sale or transfer is made pursuant to one
or
more exemptions from the Act.
(c) In
addition to the limitations set forth in Section 1 and in accordance with
the
legend on the first page hereof, this Warrant may not be sold, transferred,
assigned or hypothecated by the Holder except in compliance with the provisions
of the Act and the applicable state securities “blue sky” laws, and is so
transferable only upon the books of the Company which it shall cause to be
maintained for such purpose. The Company may treat the registered Holder
of this
Warrant as it appears on the Company's books at any time as the Holder for
all
purposes. The Company shall permit any Holder of a Warrant or its duly
authorized attorney, upon written request during ordinary business hours,
to
inspect and copy or make extracts from its books showing the registered Holders
of Warrant. All Warrants issued upon the transfer or assignment of this Warrant
will be dated the same date as this Warrant, and all rights of the holder
thereof shall be identical to those of the Holder unless, in each case,
otherwise prohibited by applicable law.
(d) The
Holder has been afforded (i) the opportunity to ask such questions as it
has
deemed necessary of, and to receive answers from, representatives of the
Company
concerning the terms and conditions of the Warrants or the exercise of the
Warrants; and (ii) the opportunity to request such additional information
which
the Company possesses or can acquire without unreasonable effort or
expense.
(e) The
Holder did not (i) receive or review any advertisement, article, notice or
other
communication published in a newspaper or magazine or similar media or broadcast
over television or radio, whether closed circuit, or generally available;
or
(ii) attend any seminar, meeting or investor or other conference whose attendees
were, to such Holder’s knowledge, invited by any general solicitation or general
advertising.
(f) The
Holder is an “accredited investor” within the meaning of Regulation D under the
Act. Such Holder is acquiring the Warrants for its own account and not with
a
present view to, or for sale in connection with, any distribution thereof
in
violation of the registration requirements of the Act, without prejudice,
however, to such Holder’s right, subject to the provisions of the Subscription
Agreement and this Warrant, at all times to sell or otherwise dispose of
all or
any part of such Warrants and Warrant Shares.
7
(g) Either
by
reason of such Holder’s business or financial experience or the business or
financial experience of its professional advisors (who are unaffiliated with
and
who are not compensated by the Company or any affiliate, finder or selling
agent
of the Company, directly or indirectly), such Holder has the capacity to
protect
such Holder’s interests in connection with the transactions contemplated by this
Warrant and the Subscription Agreement. The Holder, by its acceptance of
this
Warrant, represents to the Company that it is able to fend for itself, can
bear
the economic risk of its investment and has such knowledge and experience
in
financial or business matters that it is capable of evaluating the merits
and
risks of the investment in this Warrant. Holder also represents it has not
been
organized for the purpose of acquiring this Warrant.
7. Optional
Redemption. (a) In
the
event that the average closing price of the Common Stock for any 30 consecutive
trading days on the OTC Bulletin Board (or upon a national securities exchange
or the NASDAQ) is at least 200% of the Per Share Warrant Price (subject to
adjustment for any stock splits, combinations, or similar events with respect
to
the Common Stock after the original issuance date of this Warrant) (the
“Redemption
Price”),
the
Company shall be entitled to redeem all, but not less than all, of the Warrants
at a per Warrant redemption price of $0.01, at any time after the completion
of
such 30 consecutive trading day period by providing 30 business days’ written
notice to the Holders. The Holder agrees to return the certificate representing
the redeemed Warrants to the Company upon their redemption (or evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant in accordance with Section 8 hereof).
(b) Notwithstanding
Section 7(a) hereof, for so long as any Warrant Shares are not subject to
a
registration statement declared effective by the SEC or are not otherwise
permitted to be immediately sold, in whole, pursuant to an exemption to
registration for such resale, including pursuant to Rule 144(k) of the Act,
the
Company shall not be entitled to exercise its redemption rights pursuant
to
Section 7(a) above.
8. Loss,
etc., of Warrant.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, the Company shall execute
and
deliver to the Holder a new Warrant of like date, tenor and
denomination.
9. Warrant
Holder Not Stockholder.
This
Warrant does not confer upon the Holder any right to vote on or consent to
or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, nor any other rights or liabilities as a stockholder,
prior
to the exercise hereof; this Warrant does, however, require certain notices
to
Holders as set forth herein.
8
10. Communication.
No
notice or other communication under this Warrant shall be effective or deemed
to
have been given unless, the same is in writing and is mailed by first-class
mail, postage prepaid, or via recognized overnight courier with confirmed
receipt, addressed to:
(a) the
Company at Manhattan Pharmaceuticals, Inc., 000 Xxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn: President, or other such address as the Company
has designated in writing to the Holder.
or
(b) the
Holder at c/o Paramount BioCapital, Inc., 000 Xxxxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or other such address as the Holder has designated
in
writing to the Company.
11. Headings.
The
headings of this Warrant have been inserted as a matter of convenience and
shall
not affect the construction hereof.
12. Applicable
Law.
This
Warrant shall be governed by and construed in accordance with the law of
the
State of New York without giving effect to the principles of conflicts of
law
thereof.
13. Amendment,
Waiver, etc.
Except
as expressly provided herein, neither this Warrant nor any term hereof may
be
amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought; provided, however, that any provisions
hereof may be amended, waived, discharged or terminated upon the written
consent
of the Company and the Majority of the Holders.
*
* * *
*
9
IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be signed by the undersigned duly authorized
officer, this ___ day of ______, 2005.
|
MANHATTAN
PHARMACEUTICALS, INC.
By:__________________________
Name:
_______________________
Title:
_______________________
|
10
The
undersigned, ___________________, pursuant to the provisions of the foregoing
Warrant, hereby agrees to subscribe for and purchase ____________________
shares
of the Common Stock, par value $0.001 per share, of Manhattan Pharmaceuticals,
Inc. covered by said Warrant, and makes payment therefor in full at the price
per share provided by said Warrant.
|
Dated:_______________
_________
|
Signature:____________________
Address:______________________
|
11
FOR
VALUE
RECEIVED _______________ (“Assignor”) hereby sells, assigns and transfers unto
____________________ (“Transferee”) the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Manhattan Pharmaceuticals, Inc. By acceptance of the foregoing Warrant,
Transferee shall become a Holder under said Warrant and subject to the rights,
obligations and representations of Holder set forth in said
Warrant.
|
ASSIGNOR:
|
|
| Dated:_______________ |
Signature:____________________
Address:______________________
|
|
TRANSFEREE:
|
|
| Dated:_______________ |
Signature:____________________
|
PARTIAL
ASSIGNMENT
FOR
VALUE
RECEIVED _______________ (“Assignor”) hereby assigns and transfers unto
____________________ (“Transferee”) the right to purchase _______ shares of
Common Stock, par value $0.001 per share, of Manhattan Pharmaceuticals, Inc.
covered by the foregoing Warrant, and a proportionate part of said Warrant
and
the rights evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer such part of said Warrant on
the
books of Manhattan Pharmaceuticals, Inc. By acceptance of the proportionate
part
of foregoing Warrant, Transferee shall become a Holder under said proportionate
part of said Warrant and subject to the rights, obligations and representations
of Holder set forth in said Warrant.
|
ASSIGNOR:
|
|
| Dated:_______________ |
Signature:____________________
Address:______________________
|
|
TRANSFEREE:
|
|
| Dated:_______________ |
Signature:____________________
|
12
