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 XXXXXXX 0
|
Xx.
0000 - _
|
_________,
2006
|
NANOSENSORS,
INC.
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 the right to purchase, at any time from the date that this
Warrant is issued under the Subscription Agreement (as such terms are defined
below) until 5:00 P.M., New York City time, on ________, 2011 (the “Warrant
Exercise Term”),
up to
______________ (____________) fully-paid and non-assessable shares of the
Company's Common Stock, $.001 par value per share (“Common
Stock”).
This
Warrant is one of a duly authorized issue of Warrants, issued by the Company
in
connection with a certain private offering of its securities (the “Offering”)
and
pursuant to a certain Securities Purchase Agreement between the Company and
the
Holder (the “Purchase
Agreement”),
the
terms of which are incorporated herein by reference. The Warrants are similar
in
terms except for dates, amounts and named holders. By its acceptance of this
Warrant, each Holder agrees to be bound by the terms of the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
l. Exercise
of Warrant
1.1
This
Warrant is exercisable at a per share price of $0.04 (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.
1.2 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. If
commencing on the date that is 180 calendar days following the final Closing
of
the Offering, an effective Registration Statement is not available for the
resale of all of the Warrant Shares issuable hereunder at the time an Exercise
Notice is delivered to the Company (either due to the inability of the Company
to have the Commission declare such Registration Statement effective on or
prior
to such date or to maintain the effectiveness of such Registration Statement
for
the duration of the period prescribed in the Registration Statement), the Holder
may 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
|
| 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 in Section
2.3
below) as of the Exercise Date; and
|
|
B
=
the Exercise Price.
|
For
purposes of Rule 144, 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 Rule
144 shall be deemed to have been commenced, on the date this Warrant was
originally issued by the Company.
1.4 Subject
to its requirement under the Purchase Agreement to amend its Certificate of
Incorporation so as to increase its number of authorized shares of 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.
2
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. 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.
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.
2.3
Adjustments
upon Dilutive Issuances.
(a) Adjustment
upon Dilutive Issuance.
If at
any time during the Warrant Exercise Term the Company issues or sells any shares
of Common Stock or any equity or equity equivalent securities (including any
equity, debt or other instrument that is at any time over the life thereof
convertible into or exchangeable for Common Stock or other securities which
are
so convertible or exchangeable) (collectively, “Common
Stock Equivalents”)
for
per share consideration less than the Exercise Price on the date of such
issuance or sale, (a “Dilutive
Issuance”)
(if
the holder of the Common Stock or Common Stock Equivalent so issued shall at
any
time, whether by operation of purchase price adjustments, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights per share which is issued in connection with such
issuance, be entitled to receive shares of Common Stock at a price per share
which is less than the Exercise Price, such issuance shall be deemed to have
occurred for less than the Exercise Price) then the Exercise Price shall be
adjusted so as to equal the consideration received or receivable by the Company
(on a per share basis) for the additional shares of Common Stock or Common
Stock
Equivalents so issued, sold or deemed issued or sold in such Dilutive Issuance
(which, in the case of a deemed issuance or sale, shall be calculated in
accordance with subparagraph (b) below). Such adjustment shall be made whenever
such Common Stock or Common Stock Equivalents are issued.
(b) Effect
On Exercise Price Of Certain Events.
For
purposes of determining the adjusted Exercise Price under subparagraph (a)
of
this Section
2.3,
the
following will be applicable:
3
(A) Issuance
of Common Stock Equivalents.
If the
Company issues or sells any Common Stock Equivalents, whether or not immediately
convertible, exercisable or exchangeable, and the price per share for which
Common Stock is issuable upon such conversion, exercise or exchange is less
than
the Exercise Price in effect on the date of issuance or sale of such Common
Stock Equivalents, then the maximum total number of shares of Common Stock
issuable upon the conversion, exercise or exchange of all such Common Stock
Equivalents shall, as of the date of the issuance or sale of such Common Stock
Equivalents, be deemed to be outstanding and to have been issued and sold by
the
Company for such price per share.
(B) Change
in Conversion Rate.
If,
following an adjustment to the Exercise Price upon the issuance of Common Stock
Equivalents pursuant to a Dilutive Issuance, there is a change at any time
in
(y) the amount of additional consideration, if any, payable to the Company
upon
the conversion, exercise or exchange of any Common Stock Equivalents; or (z)
the
rate at which any Common Stock Equivalents are convertible into or exercisable
or exchangeable for Common Stock (in each such case, other than under or by
reason of provisions designed to protect against dilution), then in any such
case, the Exercise Price in effect at the time of such change shall be
readjusted to the Exercise Price which would have been in effect at such time
had such Common Stock Equivalents still outstanding provided for such changed
additional consideration or changed conversion, exercise or exchange rate,
as
the case may be, at the time initially issued or sold.
(C) Calculation
of Consideration Received.
If any
Common Stock or Common Stock Equivalents are issued or sold for cash, the
consideration received therefor will be the amount received by the Company
therefor. In case any Common Stock or Common Stock Equivalents are issued or
sold for a consideration part or all of which shall be other than cash,
including in the case of a strategic or similar arrangement in which the other
entity will provide services to the Company, purchase services from the Company
or otherwise provide intangible consideration to the Company, the amount of
the
consideration other than cash received by the Company (including the net present
value of the consideration other than cash expected by the Company for the
provided or purchased services) shall be the fair market value of such
consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof on the date of receipt. The term “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 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
independent members of 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.
(D) Issuances
Without Consideration Pursuant to Existing Securities.
If the
Company issues (or becomes obligated to issue) shares of Common Stock pursuant
to any anti-dilution or similar adjustments (other than as a result of stock
splits, stock dividends and the like) contained in any Common Stock Equivalents
outstanding as of the date hereof, then all shares of Common Stock so issued
shall be deemed to have been issued for no consideration.
4
(c) Exceptions
To Adjustment Of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be
made
pursuant to this Section
2.3
upon the
issuance of any Excluded Securities. For purposes hereof, “Excluded
Securities”
means
(A) securities purchased under the Purchase Agreement; (B) securities issued
upon exercise of the Warrants or upon the warrants issued to Selling Agents
as
provided for in the Purchase Agreement; (C) 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; (D) shares of Common
Stock issued in connection with any Common Stock Equivalents outstanding on
the
date hereof; (E) 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;
(F) the reduction in the exercise price of the common stock purchase warrants
issued and outstanding prior to the commencement of the Offering as contemplated
in Section 5.7 of the Purchase Agreement; and (F) shares of Common Stock or
other securities issued in connection with any stock split, stock dividend
or
recapitalization of the Company.
(d) Adjustments;
Additional Shares, Securities or Assets.
In the
event that at any time, as a result of an adjustment made pursuant to this
Section
2.3,
each
Holder shall, upon conversion of such Holder’s Warrants, become entitled to
receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed
to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall
be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section
2.3.
2.4 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.
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”)
issuable upon exercise thereof (collectively the “Securities”)
have
not been registered under the Securities Act of 1933, as amended (the
“Securities
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 Securities 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 Securities 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 Securities 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 Securities Act or such sale,
assignment, or transfer is otherwise exempt from registration under the
Securities Act. The Holder represents and warrants that he has acquired this
Warrant and will acquire the Securities 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:
5
|
|
“These
securities have not been registered under the Securities Act of l933.
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.
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. 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”).
6
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 300% 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
Easter 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. EST 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.
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.
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 rounding any fraction up or down
to
the nearest whole number of shares of Common Stock.
7
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 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
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.
10.3 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 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
9.4
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 All
communications provided for herein shall be sent, except as may be otherwise
specifically provided, by registered or certified mail: if to the Holder of
this
Warrant, to the address shown on the books of the Company; and if to the
Company, to 0000 Xxxxx Xxxxx, Xxxxx #0, Xxxxx Xxxxx, XX 00000, attention: Office
of the President, or to such other address as the Company may advise the Holder
of this Warrant in writing. Notices shall be deemed given when mailed.
8
10.6 The
provisions of this Warrant shall in all respects be constructed according to,
and the rights and liabilities of the parties hereto shall in all respects
be
governed by, the laws of the State of New York. This Warrant shall be deemed
a
contract made under the laws of the State of New York and the validity of this
Warrant and all rights and liabilities hereunder shall be determined under
the
laws of said State.
10.7 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, NANSOSENSORS, INC. has caused this Warrant to be executed
in
its corporate name by its officer, and its seal to be affixed hereto.
|
Dated:
___________
__, 0000
|
|
|
Xxxxx Xxxxx, Xxxxxxxxxx
|
|
NANOSENORS,
INC.
|
|
|
By:_____________________________
|
|
|
Xxx Xxxx,
|
|
|
Chief Executive Officer
|
9
WARRANT
EXERCISE FORM
TO:
Nanosensors,
Inc.
Attention: President
0000 Xxxxx Xxxxx, Xxxxx #0
Xxxxx Xxxxx, XX 00000
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
___________)
COUNTY
OF
_________) ss:
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
10
[FORM
OF
ASSIGNMENT]
(To
be
executed by the registered holder if such holder
desires
to transfer the Warrant Certificate.)
FOR
VALUE
RECEIVED _________________________________
hereby
sells, assigns and transfers unto _________________________________________________________________________________________________________
_________________________________________________________________________________________________________
(Please
print name and address of transferee)
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
__________)
COUNTY
OF
________) ss:
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
11
