Exhibit 5
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT HAS BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION HEREOF OR OF THE
COMMON STOCK ISSUABLE UPON EXERCISE HEREOF WITHIN THE MEANING OF THE SECURITIES
ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. NEITHER THIS
WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SALE OF THE
SECURITIES UNDER THE SECURITIES ACT OF 1933 OR UPON RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO TRIPOS, INC. AS TO AN EXEMPTION
THEREFROM.
Warrant to Subscribe for
305,277 Shares
STOCK PURCHASE WARRANT
To Subscribe for and Purchase Stock of
TRIPOS, INC.
Warrant No. 2 Original Issue Date: May 4, 2006
1. Issue; Number of Shares Subject to Warrant.
THIS CERTIFIES that, for value received, Midwood Capital
Partners QP, L.P. or its registered assigns is entitled to subscribe for and
purchase from TRIPOS, INC., a Utah corporation (the "Company"), at the Purchase
Price (as hereinafter defined) at any time during the period from the Original
Issue Date to and including the close of business on May 4, 2011 up to Three
Hundred Five Thousand Two Hundred Seventy Seven (305,277) fully paid and
nonassessable shares (the "Common Shares") of the Common Stock, $.01, par value
per share ("Common Stock"), of the Company for $3.50 per share (the "Purchase
Price"); subject, however, to the provisions and upon the terms and conditions
hereinafter set forth.
2. Exercise; Issue Date; Delivery of Common Shares; Unexercised Portion.
(a) The rights represented by this Warrant may be exercised by the
holder hereof, in whole or in part (but not as to a fractional Common Share), by
the surrender of this Warrant (properly endorsed if required) at the principal
office of the Company, at 0000 Xxxxx Xxxxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000-0000
(or such other office or agency of the Company, as it may designate by notice in
writing to the holder hereof at the address of such holder appearing on the
books of the Company) solely by cashless exercise in accordance with Section
2(b) below. The Company agrees that the Common Shares so purchased shall be
deemed to be issued to the holder hereof as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such Common Shares ("Exercise Date").
Certificates for the Common Shares so purchased shall be delivered to the
holder hereof within a reasonable time, not exceeding five (5) trading days,
after the rights represented by this Warrant shall have been so exercised, and
unless this Warrant has expired, a new Warrant exercisable for the number of
Common Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the holder hereof within such time.
(b) Upon the holder's notice to the Company of its election to exercise
this Warrant, the Company shall issue to the holder the number of Common Shares
determined as follows:
X = Y [(A-B)/A]
where:
X = the number of Common Shares to be issued
to the holder.
Y = the number of Common Shares with respect
to which this Warrant is being exercised.
A = the average of the closing prices for
the five trading days immediately prior to
(but not including) the Exercise Date.
B = the Purchase Price.
For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Common Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the holder, and the holding
period for the Common Shares shall be deemed to have commenced, on the date this
Warrant was originally issued.
(c) Notwithstanding the provisions of this Warrant, in no event shall
the holder be entitled to exercise this Warrant, nor shall the Company have the
obligation to issue shares upon such exercise of all or any portion of this
Warrant to the extent that, after such exercise the sum of (1) the number of
shares of Common Stock beneficially owned by the holder and its affiliates
(other than Common Stock which may be deemed beneficially owned through the
ownership of the unexercised portion of the Warrants), and (2) the number of
shares of Common Stock issuable upon the exercise of the Warrants with respect
to which the determination of this proviso is being made, would result in
beneficial ownership by the holder and its affiliates of more than 9.99% of the
then outstanding shares of Common Stock (after taking into account the shares to
be issued to the holder upon exercise). For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Rule 13d-3 promulgated thereunder.
(d) Notwithstanding any other provision herein, the Company shall not
be obligated to issue any shares of Common Stock upon exercise of this Warrant
if and to the extent the issuance of such shares of Common Stock would exceed
the number of shares (the "EXCHANGE CAP") then permitted to be issued without
stockholder approval in violation of the rules, regulations and interpretations
of Nasdaq National Market (as determined in good faith by the Company's Board of
Directors), except that such limitation shall not apply in the event that the
Corporation obtains the approval of its stockholders as required by then
applicable rules, regulations and interpretations of Nasdaq National Market or
the NASD for issuances of
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Common Stock in excess of the Exchange Cap. If and to the extent the Exchange
Cap applies, no holder of this Warrant shall be issued, upon exercise of this
Warrant, shares of Common Stock in an amount greater than the product of (x) the
Exchange Cap amount multiplied by (y) a fraction, the numerator of which is the
number of shares of Common Stock issuable to such holder upon the requested
exercise at the original Purchase Price, and the denominator of which is the
aggregate number of shares of Common Stock issuable to holders of all warrants
issued pursuant to that certain Securities Purchase Agreement dated as of May 4,
2006, by and among the Company and the investors named therein at the original
Purchase Price (the "CAP ALLOCATION AMOUNT").
3. Common Shares Fully Paid; Reservation of Common Shares; Listing.
The Company covenants and agrees that all Common Shares which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue). The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized,
and reserved, a sufficient number of Common Shares to provide for the exercise
of the rights represented by this Warrant, and will at its expense expeditiously
upon each such issuance of shares use its best efforts to procure the listing
thereof (subject to issuance or notice of issuance) on all public trading
markets on which the Common Stock of the Company is then listed.
4. Taxes.
The issue of stock certificates on any exercise of this Warrant shall
be made without charge to the holder of the Warrant for any documentary stamp
tax in respect of the issue thereof. The Company shall not, however, be required
to pay any documentary stamp tax which may be payable in respect of any transfer
involved in the issue and delivery of stock in any name other than that of the
holder of the Warrant and the Company shall not be required to issue or deliver
any such stock certificate unless and until the person or persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the reasonable satisfaction of the Company that such tax has
been paid.
5. Fractional Shares.
The Company shall not be required to issue certificates representing
fractions of shares of Common Stock upon the exercise of the Warrant, but in
respect of any fraction of a share of Common Stock, it will make a payment in
cash based on the then excess of the Fair Market Value (as hereinafter defined)
of a share of Common Stock over the warrant Purchase Price. "Fair Market Value"
means the last reported closing price of the Common Stock on the NASDAQ Stock
Market or any national securities exchange on which the Common Stock is traded
on the date of exercise of this Warrant, or, if the Common Stock is not traded
on the NASDAQ Stock Market or a national securities exchange, the mean of the
reported high bid and low asked prices of the Common Stock in the
over-the-counter bulletin board on the date of exercise of this Warrant, or, if
not so traded, as determined in good faith by, or at the direction of, the Board
of Directors of the Company.
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5A. Fundamental Transaction.
For purposes of this Warrant, a "Fundamental Transaction" shall mean
any of the following: (i) a consolidation or merger of the Company into or with
any other entity or entities that results in the exchange of outstanding shares
of the Company for securities or other consideration issued or paid or caused to
be issued or paid by any such entity or affiliate thereof (except a
consolidation or merger into a wholly owned subsidiary or merger in which the
Company is the surviving corporation and, in either case, the holders of the
Company's voting stock outstanding immediately prior to the transaction
constitute a majority of the holders of voting stock outstanding immediately
following the transaction), (ii) the sale of all or substantially all of the
Company's assets in one or a series of related transactions, (iii) the
completion of any tender offer or exchange offer (whether by the Company or
another Person) pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property, (iv) the
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property or (v) the consummation of the sale, whether of the
stock or assets, of all or substantially all of the Company's "Discovery
Informatics" business based in the United States. If the Company, in any
transaction or series of transactions, effects a Fundamental Transaction, the
Company shall provide written notice to the Holder no less than 15 days prior to
the date on which the Fundamental Transaction is to take place (the "TRANSACTION
DATE"). The notice shall contain a brief description of the proposed action and
shall state (x) the amount of cash or value of securities or other property (as
reasonably determined in good faith by the Company's Board of Directors) that a
holder of a share of Common Stock shall receive upon consummation of the
Fundamental Transaction (the "CONSIDERATION VALUE"), (y) the date on which the
Fundamental Transaction is to take place and (z) the date, if any is to be
fixed, as of which the holders of the Company's capital stock shall receive cash
or other property deliverable upon consummation of the Fundamental Transaction.
The Holder shall thereupon deliver written notice to the Company indicating
whether it intends to exercise this Warrant. If the Holder does not provide such
notice prior to the Transaction Date, the successor entity in the Fundamental
Transaction shall assume the obligations of the Company under this Warrant, and
this Warrant shall be exercisable for the same securities, cash and property as
would be payable for the shares issuable upon the exercise of the unexercised
portion of this Warrant as if such shares were outstanding on the record date
for the Fundamental Transaction; provided, however, that the successor entity
may elect in lieu thereof to redeem this Warrant for cash in an amount equal to
the Consideration Value minus the Purchase Price, if greater than zero,
multiplied by the number of Shares represented by this Warrant and to the extent
such amount is equal to or less than zero, this Warrant may be canceled at the
election of the Company or the successor entity upon consummation of the
Fundamental Transaction.
6. Adjustments to Purchase Price.
The above provisions are, however, subject to the following:
(a) The Purchase Price shall be subject to adjustment from time to time
as hereinafter provided. The term "Purchase Price" shall mean, unless and until
any such adjustment shall occur, the Purchase Price resulting from such
adjustment and any other previous adjustments.
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Upon each adjustment of the Purchase Price resulting from (i) the
declaration of a dividend upon, or the making of any distribution in respect of,
any stock of the Company payable in Common Stock (and subject to the provisions
of paragraph (d) below) or any stock or other securities convertible into or
exchangeable for Common Stock (such convertible or exchangeable stock or
securities being herein called "Convertible Securities"), or (ii) the
reclassification, subdivision or combination of the Common Stock into a greater
or smaller number of shares (and subject to the provisions of paragraph (e)
below), the holder of this Warrant shall thereafter be entitled to purchase, at
the Purchase Price resulting from such adjustment, the number of shares obtained
by multiplying the Purchase Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Purchase Price resulting from
such adjustment.
(b) If and whenever the Company shall issue or sell any shares of its
Common Stock (except for Excluded Shares (as hereinafter defined)) for a
consideration per share less than the Purchase Price in effect immediately prior
to the time of such issue or sale, then, forthwith upon such issue or sale, the
Purchase Price shall be reduced to a price (calculated to the nearest cent)
determined by dividing (1) an amount equal to the sum of (aa) the number of
shares of Common Stock outstanding, on a fully diluted basis, immediately prior
to such issue or sale multiplied by the then existing warrant price, and (bb)
the consideration, if any, received by the Company upon such issue or sale, by
(2) the total number of shares of Common Stock outstanding, on a fully diluted
basis, immediately after such issue or sale. No adjustment of the Purchase Price
however shall be made in an amount less than $.05 per share, but any such lesser
adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which together with any adjustments so
carried forward shall amount to $.05 per share or more.
For the purposed of this paragraph (b), the following provisions (i) to
(vi), inclusive, shall also be applicable.
(i) In case at any time after the date hereof the Company shall in
any manner grant any rights to subscribe for or purchase, or
any options (other than as provided in paragraph (b) above),
rights, or warrants to subscribe for, purchase or otherwise
acquire Common Stock ("Options"), whether or not any such
Options are immediately exercisable, and the price per share
for which Common Stock is issuable upon the exercise of such
Options (determined by dividing ((1) the total amount, if any,
received or receivable by the Company as consideration for the
grant, issue or sale of such Options, plus the minimum
aggregated amount of additional consideration payable to the
Company upon the exercise of such Options, plus the minimum
aggregate amount of additional consideration, if any, payable
upon the conversion or exchange thereof, by (2) the total
maximum number of shares of Common Stock issuable upon the
exercise of all such Options or upon the exercise, conversion
or exchange of all exercisable, convertible, or exchangeable
securities issuable upon the exercise of such Options) shall
be less than the Purchase Price in effect immediately prior to
the time of the granting of such Options, then the total
maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon exercise, conversion or
exchange of the total maximum amount of such exercisable,
convertible or exchangeable securities issuable upon the
exercise of such Options
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shall (as of the date of granting of such Options) be deemed
to be outstanding and to have been issued for such price per
share. No further adjustments of the Purchase Price shall be
made upon the actual issue of such Common Stock or upon
exercise of such Options, except as otherwise provided in
provision (iii) below.
(ii) In case at any time after the date hereof the Company shall in
any manner grant, issue, or sell any evidences of
indebtedness, shares of capital stock, or other securities,
directly or indirectly, exercisable for, convertible into, or
exchangeable for Common Stock ("Convertible Securities"),
whether or not the rights to exchange or convert thereunder
are immediately exercisable, and the price per share for which
Common Stock is issuable upon such conversion or exchange
(determined by dividing (1) the total amount received or
receivable by the Company as consideration for the grant,
issue or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (2)
the total maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible
Securities) shall be less than the Purchase Price in effect
immediately prior to the time of such issue or sale, then the
total maximum number of shares of Common Stock issuable upon
conversion or exchange of all such Convertible Securities
shall (as of the date of the issue or sale of such Convertible
Securities) be deemed to be outstanding and to have been
issued for such price per share; provided that, except as
otherwise specified in provision (iii) below, (aa) no further
adjustments of the Purchase Price shall be made upon the
actual issue of such Common Stock upon exercise, conversion or
exchange of such Convertible Securities, and (bb) if any such
issue or sale of such Convertible Securities is made upon
exercise of any rights to subscribe for or to purchase or any
option to purchase any such Convertible Securities for which
adjustments of the Purchase Price have been or are to be made
pursuant to provision (i) above, no further adjustment of the
Purchase Price shall be made by reason of such issue or sale.
(iii) Upon the happening of any of the following events, namely, if
the purchase price provided for in any rights or options
referred to in provision (i) above, the additional
consideration, if any, payable upon the conversion or exchange
of Convertible Securities referred to in provisions (i) or
(ii) above or the rate at which any Convertible Securities
referred to in provisions (i) or (ii) above are convertible
into or exchangeable for Common Stock shall change (other than
under or by reason of provisions designed to protect against
dilution), the Purchase Price in effect at the time of such
event shall forthwith be readjusted to the Purchase Price
which would have been in effect at such time had such Options
or Convertible Securities still outstanding at such time been
initially granted, issued or sold and the Purchase Price
initially adjusted as provided in provisions (i) or (ii)
above, whichever was applicable, except that the minimum
amount of additional consideration payable and the total
maximum number of shares issuable shall be determined after
giving effect to such event (and any prior event or events);
and on the expiration, without exercise, of any such Option or
the
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termination, without exercise, of any such right to exercise,
convert or exchange such Convertible Securities, the Purchase
Price then in effect hereunder shall forthwith be increased to
the Purchase Price which would have been in effect at the time
of such expiration or termination had such Option or
Convertible Securities never been issued.
(iv) In case the Company shall declare a dividend or make any other
distribution upon any stock of the Company payable in Common
Stock, Options, or Convertible Securities, any Common Stock,
Options, or Convertible Securities, as the case may be,
issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.
(v) In case any shares of Common Stock, Options, or Convertible
Securities or any rights or options to purchase any such
Common Stock, Options, or Convertible Securities shall be
issued or sold for cash, the consideration received therefor
shall be deemed to be the amount received by the Company
therefor, without deduction therefrom of any expenses
incurred, or any underwriting commissions or concessions paid
or allowed, by the Company in connection therewith. In case
any shares of Common Stock, Options, or Convertible securities
or any rights or options to purchase any such Common Stock,
Options, or Convertible Securities shall be issued or sold for
a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be
deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the
Company, without deduction of any expenses incurred, or any
underwriting commissions or concessions paid or allowed, by
the company in connection therewith.
(vi) In case the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them (a) to receive
a dividend or other distribution payable in Common Stock,
Options, or in Convertible Securities, or (b) to subscribe for
or purchase Common Stock, Options, or Convertible securities,
then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or
the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the
case may be.
(vii) The number of shares of Common Stock outstanding at any given
time shall not include issued shares owned or held by or for
the account of the Company, and the disposition of any such
shares so owned or held shall be considered an issue or sale
of Common Stock for the purposes of this paragraph (b).
(viii) The term "Excluded Shares" shall mean:
(A) Common Stock issued pursuant to a transaction of the
nature described in the second paragraph of paragraph
(a) hereof,
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(B) Common Stock (or Options with respect thereto) issued
or issuable to employees or directors of, or
consultants to, the Corporation pursuant to a plan or
arrangement approved by the Board of Directors of the
Company,
(C) shares of Common Stock issuable upon exercise of
Options or Convertible Securities of the Corporation
issued on or outstanding on the Original Issue Date,
(D) Shares of Common Stock issued or issuable upon
conversion of shares of Series C Preferred Stock,
(E) shares of Common Stock issued or issuable as a
dividend or distribution on Series C Preferred Stock,
or
(F) shares of Common Stock issued or issuable by reason
of a dividend, stock split, split-up or other
distribution on shares of Common Stock covered by
Section 5(e) or 5(f) of the Designation of Rights and
Preferences of the Company's Series C Convertible
Preferred Stock.
(c) In case the Company shall declare a dividend upon the Common Stock
payable otherwise than out of earnings or surplus (other than paid-in surplus)
or otherwise than in Common Stock or Convertible Securities, the Warrant
Purchase Price per share of the Common Stock shall be adjusted as determined in
good faith by the Board of Directors of the Company. For the purposes of the
foregoing a dividend other than in cash shall be considered payable out of
earnings or surplus (other than paid-in surplus) only to the extent that such
earnings or surplus are charged an amount equal to the fair value of such
dividend as determined in good faith by the Board of Directors of the Company.
Such reductions shall take effect as of the date on which a record is taken for
the purpose of such dividend, or, if a record is not taken, the date as of which
the holders of Common Stock of record entitled to such dividend are to be
determined.
(d) In case the Company shall at any time issue shares of Common Stock
in a stock dividend, stock distribution, or subdivision, the Purchase Price in
effect immediately prior to such issuance shall be proportionately reduced, and
conversely, in case the outstanding shares of Common Stock of the Company shall
be combined or consolidated into a smaller number of shares by reclassification
or otherwise, the Purchase Price in effect immediately prior to such combination
shall be proportionately increased.
(e) In the event that an adjustment to the Purchase Price shall occur
by means of a Fundamental Transaction in which this Warrant is assumed, then as
a condition of such Fundamental Transaction, lawful and adequate provision shall
be made whereby the Holder of this Warrant shall thereafter have the rights to
acquire and receive upon exercise of this Warrant, such same securities, cash
and property as would be payable for the shares issuable upon the exercise of
the unexercised portion of this Warrant as if such shares were outstanding on
the record date for the Fundamental Transaction and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder
of this Warrant such that the provisions hereof (including without limitation
provisions for adjustments of the Purchase Price and of the number and kind of
shares of capital stock acquirable and receivable upon the exercise
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of the Warrant) shall be applicable, in relation to any shares of stock,
securities or assets thereafter deliverable upon the conversion of this Warrant.
(f) Notwithstanding the provisions of paragraphs (a) through (e) of
this Section 6, if application of the provisions of this Section 6 would result
in a Purchase Price less than $2.89, then the Purchase Price will instead be
fixed at $2.89.
(g) Upon any adjustment of the Purchase Price or the number of shares
of Common Stock purchasable pursuant to this Warrant, then and in each such case
the Company shall give written notice thereof, by first class mail, postage
prepaid, addressed to the registered holder of this Warrant at the address of
such holder as shown on the books of the Company, which notice shall state the
warrant purchase price resulting from such adjustment and or the increase or
decrease, if any, in the number of shares purchasable upon the exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
(h) In case at any time:
(1) The Company shall pay any dividend payable in stock upon
its Common Stock or make any distribution (other than
regular cash dividends out of earned surplus) to the
holders of its Common Stock;
(2) The Company shall offer for subscription pro rata to the
holders of its Common stock any additional shares of stock
of any class or other rights;
(3) There shall be any capital reorganization, or
reclassification of the capital stock of the Company, or
consolidation or merger or amalgamation of the Company
with, or sale of all or substantially all of its assets to,
another corporation; or
(4) There shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to the holder of
this Warrant (aa) at least twenty days' prior written notice of the date on
which the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect of any such reorganization, reclassification, consolidation, merger,
sale, amalgamation, dissolution, liquidation or winding up, and (bb) in the case
of any such reorganization, reclassification, consolidation, merger,
amalgamation, sale, dissolution, liquidation or winding up, at least twenty
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (aa) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (bb) shall also specify the date on which
the holders of Common stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding up, as the case may be. Each such written notice shall be
given by first
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class mail, postage prepaid, addressed to the holder of this Warrant at the
address of such holder as shown on the books of the Company.
7. No Rights as a Stockholder. The Warrant shall not entitle the holder hereof
to any rights as a stockholder of the Company, including, without limitation,
voting rights.
This Warrant and all rights hereunder are transferable, in whole or in
part, at the office or agency of the Company referred to in the second paragraph
hereof by the holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant properly endorsed. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that this Warrant,
when endorsed in blank, shall be deemed negotiable, and that the holder hereof,
when so endorsed, may be treated by the Company and all other persons dealing
with this Warrant as the absolute owner hereof for any purposes and as the
person entitled to exercise the rights represented by this Warrant, or to the
transfer hereof on the books of the Company, any notice to the contrary
notwithstanding; but until each transfer on such books, the Company may treat
the registered holder hereof as the owner hereof for all purposes.
This Warrant is exchangeable, upon the surrender hereof by the holder
hereof at such office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares which may be subscribed for and purchased hereunder, each of such new
Warrants to represent the right to subscribe for and purchase such number of
shares as shall be designated by such holder hereof at the time of such
surrender.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, TRIPOS, INC. has caused this Warrant to be signed
by its duly authorized officers under its corporate seal, as of the Original
Issue Date.
ATTEST: TRIPOS, INC.
___________________________ By: ___________________________
Vice President Name: Xxxx X. Xxxxxxxx
Title: Vice President, Chief Accounting
Officer
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SUBSCRIPTION AGREEMENT
Date _____________
To
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to subscribe for and purchase ______________ Common
Shares covered by such Warrant, and makes payment herewith in full therefor at
the price per share provided by this Warrant by means of cashless exercise of
this Warrant as provided in this Warrant.
Signature________________
Address__________________
------------------
ASSIGNMENT
FOR VALUE RECEIVED ___________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the within Warrant, with
respect to the number of Common Shares Thereby covered set forth hereinbelow
unto:
Name of Assignees Address No. of Shares
----------------- ------- -------------
Dated:____________, 20__
Signature________________
Address__________________
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