Exhibit 10.4
50,000 Common Shares Void after
Without Par Value April 20, 2004.
--
SHARE PURCHASE WARRANT
Bepariko Biocom
(the "Company")
This is to certify that, for value received, ______________________________ (the
"Warrant Holder") of __________________________________________________________
has the right to purchase from the Company, upon and subject to the terms and
conditions hereinafter referred to, 50,000 common shares, par value $0.001 per
share (the "Shares") in the capital of the Company. The Shares may be purchased
at a price of $2.50 per Share at any time up to 5:00 p.m. local time in New
York, New York on April 20, 2004. The right to purchase the Shares may be
exercised in whole or in part, by the Warrant Holder only, at the price set
forth above (the "Exercise Price") within the time set forth above by:
(a) completing and executing the Subscription Form attached hereto for the
number of the Shares which the Warrant Holder wishes to purchase, in
the manner therein indicated;
(b) surrendering this Warrant Certificate, together with the complete
Subscription Form, to StockTrans, Inc., (the "Transfer Agent") at 00
Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000; and
(c) paying the appropriate Exercise Price, for the number of the Shares of
the Company subscribed for, either by certified cheque or bank draft
or money order payable to the Company in Bala Cynwyd, Pennsylvania, or
such other address as the Company may advise by written notice to the
address of the Warrant Holder set forth above.
Upon surrender and payment, the Company shall issue to the Warrant Holder or to
such other person or persons as the Warrant Holder may direct, the number of the
Shares subscribed for and will deliver to the Warrant Holder, at the address set
forth on the subscription form, a certificate or certificates evidencing the
number of the Shares subscribed for. If the Warrant Holder subscribes for a
number of Shares which is less than the number of Shares permitted by this
warrant, the Company shall forthwith cause to be delivered to the Warrant Holder
a further Warrant Certificate in respect of the balance of Shares referred to in
this Warrant Certificate not then being subscribed for.
In the event of any subdivision of the common shares of the Company (as such
common shares are constituted on the date hereof) into a greater number of
common shares while this warrant is outstanding, the number of Shares
represented by this warrant shall thereafter be deemed to be subdivided in like
manner and the Exercise Price adjusted accordingly, and any subscription by the
Warrant Holder for Shares hereunder shall be deemed to be a subscription for
common shares of the Company as subdivided.
In the event of any consolidation of the common shares of the Company (as such
common shares are constituted on the date hereof) into a lesser number of common
shares while this warrant is outstanding, the number of Shares represented by
this warrant shall thereafter be deemed to be consolidated in like manner and
the Exercise Price adjusted accordingly, and any subscription by the Warrant
Holder for Shares hereunder shall be deemed to be a subscription for common
shares of the Company as consolidated.
In the event of any capital reorganization or reclassification of the common
shares of the Company or the merger or amalgamation of the Company with another
corporation at any time while this warrant is outstanding, the Company shall
thereafter deliver at the time of purchase of the Shares hereunder the number of
common shares the Warrant Holder would have been entitled to receive in respect
of the number of the Shares so purchased had the right to purchase been
exercised before such capital reorganization or reclassification of the common
shares of the Company or the merger or amalgamation of the Company with another
corporation.
-26-
If at any time while this, or any replacement, warrant is outstanding:
(a) the Company proposes to pay any dividend of any kind upon its common
shares or make any distribution to the holders of its common shares;
(b) the Company proposes to offer for subscription pro rata to the holders
of its common shares any additional shares of stock of any class or
other rights;
(c) the Company proposes any capital reorganization or classification of
its common shares or the merger or amalgamation of the Company with
another corporation; or
(d) there is a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
The Company shall give to the Warrant Holder at least seven days prior written
notice (the "Notice") of the date on which the books of the Company are to close
or a record is to be taken for such dividend, distribution or subscription
rights, or for determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, amalgamation, dissolution, liquidation
or winding-up. The Notice shall specify, in the case of any such dividend,
distribution or subscription rights, the date on which holders of common shares
of the Company will be entitled to exchange their common shares for securities
or other property deliverable upon any reorganization, reclassification,
consolidation, merger, amalgamation, sale, dissolution, liquidation or
winding-up, as the case may be. Each Notice shall be delivered by hand,
addressed to the Warrant Holder at the address of the Warrant Holder set forth
above or at such other address as the Warrant Holder may from time to time
specify to the Company in writing.
The holding of this Warrant Certificate or the Warrants represented hereby does
not constitute the Warrant Holder a member of the Company.
Nothing contained herein confers any right upon the Warrant Holder or any other
person to subscribe for or purchase any Shares of the Company at any time
subsequent to 5:00 p.m. local time in New York, New York on April 20, 2004 and
from and after such time, this Warrant and all rights hereunder will be void.
The Warrants represented by this Warrant Certificate are non-transferable. Any
Shares issued pursuant to this Warrant will bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE
BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND APPROPRIATE
EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE
JURISDICTIONS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE 1933
ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND THE APPLICABLE
SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO
REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO
COMPLIANCE WITH THE 1933 ACT AND APPLICABLE SECURITIES LAWS OF ANY OTHER
JURISDICTION. TRANSFER OF THE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH 905 AND PRELIMINARY
NOTES THERETO), PURSUANT TO REGISTRATION UNDER THE 1933 ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION; AND THAT HEDGING TRANSACTIONS
INVOLVING THOSE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
THE 1933 ACT."
-27-
Time will be of the essence hereof.
This Warrant Certificate is not valid for any purpose until it has been signed
by the Company.
IN WITNESS WHEREOF, the Company has caused its common seal to be hereto affixed
and this warrant certificate to be signed by one of its directors as of the 20th
day of April, 2001.
Bepariko Biocom
Per:
____________________________________________
-28-
SUBSCRIPTION FORM
To: Bepariko Biocom (the "Company")
And to: the directors thereof.
Pursuant to the Share Purchase Warrant made the 20th day of April, 2001, the
undersigned hereby subscribes for and agrees to take up ________________________
common shares, par value $0.001 per share (the "Shares") in the capital of the
Company, at a price of $2.50 per Share for the aggregate sum of $_______________
__________________ (the "Subscription Funds"), and encloses herewith a certified
cheque, bank draft or money order payable to the Company in full payment of the
Shares.
The undersigned hereby requests that:
(a) the Shares be allotted to the undersigned;
(b) the name and address of the undersigned as shown below be entered in
the registers of members and allotments of the Company;
(c) the Shares be issued to the undersigned as fully paid and
non-assessable common shares of the Company; and
(d) a share certificate representing the Shares be issued in the name of
the undersigned.
Dated this _______ day of ______________, 20__.
DIRECTION AS TO REGISTRATION:
(Name and address exactly as you wish them to appear on your share certificate
and in the register of members.)
Full Name(1):
--------------------------------------------------------------
Full Address:
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
Signature of Subscriber(1):
-----------------------------------------------------
------------------------------------------------------- -------------------------------------------------------------
Signature of Subscriber(1) guaranteed by:
If the name above differs from the name of the
Subscriber, then please complete the following
guarantee: -------------------------------------------------------
Authorized Signature Number
------------------------------------------------------- -------------------------------------------------------------
NOTE: The signature to this subscription form must correspond with the name as
recorded on the warrant certificate in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
power must be guaranteed by a Bank or Trust Company or by a Member of the New
York Stock Exchange.
-29-
