NEXMED, INC. COMMON STOCK PURCHASE WARRANT
Exhibit
4.1
NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS AND NEITHER THIS WARRANT
NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE
SOLD OR TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE
SAID
ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED
WITH
OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.
October
26, 2007
NEXMED,
INC.
This
Warrant (the "Warrant")
entitles
TWIN
RIVERS ASSOCIATES LLC,
a
California limited liability company, including any permitted assigns,
the "Holder"),
for
value
received, to purchase from NEXMED,
INC., a
Nevada
corporation, at
any
time and from time to time, all or any portion of the vested Warrant Shares
at
the Exercise Price,
subject to the terms and conditions set forth herein, as follows: As to the
Original Warrants, during
the period beginning at 5:00 p.m. on the Initial Exercise Date to 5:00 p.m.,
Eastern time, on the Expiration Date; and as to any Additional Warrants during
the period beginning at 5:00 p.m. on the
Subsequent Exercise Date to 5:00 p.m., Eastern time, on the Expiration Date,
at
which times the Original Warrants and the Additional Warrants shall expire
and
become void. This Warrant also is subject to the following terms and
conditions:
1.
Definitions.
As
used
in this Warrant, the following terms shall have the respective meanings
set forth below or elsewhere in this Warrant as referred to below:
"Additional
Warrant Shares" means shares of Common Stock issuable upon exercise of the
Additional Warrants.
"Additional
Warrants" means the warrants to purchase 100,000 shares of Common Stock
which
may
become exercisable as provided in Section
2.1 hereof.
"Affiliate"
of any Person means any Person that, directly or indirectly, through one or
more
intermediaries,
controls, is controlled by, or is under common control with, such Person, as
such terms
are
used and construed under Rule 144 of the Securities Act of 1933, as
amended.
"Closing
Date" means the date of the closing of the transactions contemplated under
the
Purchase
Agreement.
"Common
Stock" means the common stock, $.001 par value per share, of the Company
(including
any securities into which or for which such shares may be exchanged for, or
converted into,
pursuant to any stock dividend, stock split, stock combination,
recapitalization, reclassification, reorganization or other similar
event).
"Company"
means NexMed, Inc., a Nevada corporation.
"Exercise
Price"
means, as applicable and as adjusted from time to time pursuant to the terms
of
this Warrant, a price per share equal to $1.52, which is 103% of the closing
price of the Common Stock on the day immediately prior to the Closing
Date.
"Expiration
Date" means October 26, 2012.
"Fair
Market Value" shall mean the value determined by the Company's Board of
Directors in good faith; provided, however, that where there exists a public
market for the Common Stock at the time
of
such exercise, the fair market value per shall be the average of the closing
bid
and asked prices
of
the Common Stock quoted in the Over-The-Counter Market or the last reported
sale
price of the Common Stock or the closing price quoted on the Nasdaq Capital
Market or on any exchange on which the Common Stock is listed, whichever is
applicable, as published in The Wall Street Journal for the five trading days
prior to the date of determination of Fair Market Value.
"Holder"
has the meaning set forth in the preamble of this Warrant.
"Initial
Exercise Date" means October 26, 2007.
"Original
Warrant Shares" means shares of Common Stock issuable upon exercise of the
Original Warrants.
"Original
Warrants" means warrants to purchase 350,000 shares of Common
Stock.
"Person"
(whether or not capitalized) means an individual, entity, partnership, limited
liability company,
corporation, association, trust, joint venture, unincorporated organization,
and
any government,
governmental department or agency or political subdivision thereof.
"Purchase
Agreement" means that certain Purchase Agreement dated October 26, 2007, by
and
between the Company and Twin Rivers Associates LLC.
"SEC"
means the Securities and Exchange Commission.
"Subsequent
Exercise Date" means the date on which any Additional Warrants become
exercisable, as provided in Section
2.1
hereof
"Warrant
Shares" means the Original Warrant Shares and/or the Additional Warrant Shares,
as
the
context requires.
2.
Exercise
of Warrant
2.1.
Additional
Warrants. If
the
Company has not prepaid in full the principal amount of the Note (as defined
in
the Purchase Agreement) by October 26, 2008, then the Additional Warrants shall
become exercisable on that date (the "Subsequent Exercise Date") and shall
remain exercisable until the Expiration Date.
2.2. Method
of Exercise; Vesting. Subject
to all of the terms and conditions hereof, this
Warrant may be exercised in whole or in part, at any time and from time to
time
as follows: the Original Warrants may be exercised during the period commencing
on the Initial Exercise Date and ending on the Expiration Date and any
Additional Warrants may be exercised during the period commencing
on the Subsequent Exercise Date and ending on the Expiration Date. Exercise
shall be by
presentation and surrender to the Company at its principal office of this
Warrant and the notice and
subscription form annexed hereto, executed by the Holder, which shall indicate
the number of shares
for which the Holder intends to exercise this Warrant, together with payment
to
the Company in
accordance with Section
3 hereof
in
an amount equal to the product of the Exercise Price multiplied
by the number of Warrant Shares being purchased upon such exercise. Upon and
as
of receipt
by the Company of such properly completed and duly executed notice and
subscription form accompanied
by payment as herein provided, the Holder shall be deemed to be the Holder
of
record of
the
Warrant Shares issuable upon such exercise, notwithstanding that the stock
transfer books of the
Company shall then be closed or that certificates representing such Warrant
Shares shall not then actually be, or have been, delivered to the
Holder.
2.3.
Delivery
of Stock Certificates on Exercise. As
soon
as practicable after the exercise
of this Warrant, and in any event within five (5) business days thereafter,
the
Company, at its expense,
and in accordance with applicable securities laws, will cause to be issued
in
the name of and delivered
to the Holder, or as the Holder may direct (subject in all cases, to the
provisions of Section
6
hereof), a certificate or certificates for the number of Warrant Shares
purchased by the Holder on such exercise, plus, in lieu of any fractional share
to which the Holder would otherwise be entitled, cash equal to such fraction
multiplied by the Fair Market Value.
2.4.
Shares
To Be Fully Paid and Nonassessable. All
Warrant Shares issued upon the exercise
of this Warrant shall be validly issued, fully paid and nonassessable, free
of
all liens, taxes, charges and other encumbrances or restrictions on sale (other
than those set forth herein).
2.5.
Fractional
Shares. No
fractional shares of Common Stock or scrip representing fractional
shares of Common Stock shall be issued upon the exercise of this Warrant. With
respect to any
fraction of a share of Common Stock called for upon any exercise hereof, the
Company shall make
a
cash payment to the Holder as set forth in Section
2.3
hereof.
2.6.
Issuance
of New Warrants; Company Acknowledgment. Upon
any
partial exercise
of this Warrant, the Company, at its expense, will forthwith and, in any event
within five (5) business
days, issue and deliver to the Holder a new warrant or warrants of like tenor,
registered in the
name
of the Holder, exercisable, in the aggregate, for the balance of the Warrant
Shares. Moreover,
the Company shall, at the time of any exercise of this Warrant, upon the request
of the Holder, acknowledge in writing its continuing obligation to afford to
the
Holder any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant;
provided, however, that if the Holder shall fail to make any such request,
such
failure shall not affect the continuing obligation of the Company to afford
to
the Holder any such rights.
2.7. Payment
of Certain Taxes and Expenses. The
Company shall pay any recording, filing,
or stamp tax which may be payable in respect of any transfer involved in the
issuance of, and the
preparation and delivery of certificates (if applicable) representing, (i)
any
Warrant Shares purchased
upon exercise of this Warrant and/or (ii) new or replacement warrants in the
Holder's name or
the
name of any permitted transferee of all or any portion of this
Warrant.
3. Payment
of Exercise Price. The
Exercise Price for the Warrant Shares being purchased may be paid (i) in cash,
by certified check or by wire transfer to an account designated in writing
by
the Company and (ii) by cancellation of indebtedness owing from the Company
to
the Holder or (iii) any combination of the methods described in the foregoing
clauses (i) and (ii).
4. Adjustment
of Exercise Price and Warrant Shares. The
Exercise Price and Warrant Shares issuable upon exercise of this Warrant shall
be subject to adjustment from time to time as provided
in this Section
4. Upon
each
adjustment of the Exercise Price pursuant to Section
4.1 or
4.2,
the
Holder shall thereafter be entitled to purchase, at the Exercise Price resulting
from such adjustment, and the number of Warrant Shares subject to this Warrant
shall be deemed adjusted to represent,
the number of Warrant Shares obtained by multiplying the Exercise Price in
effect immediately
prior to the adjustment of the Exercise Price by the number of Warrant Shares
purchasable
hereunder immediately prior to the adjustment of the Exercise Price and dividing
the product thereof by the Exercise Price resulting from such
adjustment.
4.1.
Subdivision
or Combination of Stock. If
at any
time or from time to time after the
date
hereof, the Company shall subdivide (by way of stock dividend, stock split
or
otherwise) its outstanding
shares of Common Stock, the Exercise Price in effect immediately prior to such
subdivision
shall be reduced proportionately, and conversely, in the event the outstanding
shares of Common Stock shall be combined (whether by stock combination, reverse
stock split or otherwise) into a smaller number of shares, the Exercise Price
in
effect immediately prior to such combination shall be increased proportionately.
The Exercise Price, as so adjusted, shall be readjusted in the same manner
upon
the happening of any successive event or events described in this Section
4.1.
4.2.
Adjustment
for Stock Dividends. If
at any
time after the date hereof, the Company
shall declare a dividend or make any other distribution upon any class or series
of stock of the Company payable in shares of Common Stock or securities
convertible into shares of Common Stock, the Exercise Price shall be adjusted
proportionately to reflect the issuance of any shares of Common Stock or
convertible securities, as the case may be, issuable in payment of such dividend
or distribution. The Exercise Price as so adjusted, shall be readjusted in
the
same manner upon the happening of any successive event or events described
in
this Section
4.2.
4.3.
Adjustments
for Reclassifications. If
the
Warrant Shares issuable upon the exercise
of this Warrant shall be changed into the same or a different number of shares
of any class(es)
or series of stock, whether by reclassification or otherwise (other than an
adjustment under Sections
4.1 and
4.2
or a merger, consolidation, or sale of assets provided for under Section
4.4), then
and
in
each such event, the Holder hereof shall have the right thereafter to convert
each Warrant Share
into the kind and amount of shares of stock and other securities and property
receivable upon such
reclassification, or other change by holders of the number of shares of Warrant
Shares into which
such Warrant Shares would have been convertible immediately prior to such
reclassification or change,
all subject to successive adjustments thereafter from time to time pursuant
to
and in accordance
with, the provisions of this Section
4.
4.4. Adjustments
for Merger or Consolidation. In
the
event that, at any time or from
time
to time after the date hereof, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other Person, or (c) sell or transfer
all
or substantially all of its properties or assets or more than 50% of the voting
capital stock of the Company (whether issued and outstanding, newly issued,
from
treasury, or any combination thereof) to any other person under any plan or
arrangement
contemplating the consolidation or merger, sale or transfer, or dissolution
of
the Company,
then, in each such case, the Holder, upon the exercise of this Warrant as
provided in Section
2.2 hereof
at
any time or from time to time after the consummation of such reorganization,
consolidation,
merger or sale or the effective date of such dissolution, as the case may be,
shall receive,
in lieu of the vested Warrant Shares issuable on such exercise immediately
prior
to such consummation or such effective date, as the case may be, the stock
and
property (including cash) to which the Holder would have been entitled upon
the
consummation of such consolidation or merger, or sale or transfer, or in
connection with such dissolution, as the case may be, if the Holder had so
exercised
this Warrant immediately prior thereto (assuming the payment by the Holder
of
the Exercise
Price therefor as required hereby in a form permitted hereby, which payment
shall be included
in the assets of the Company for the purposes of determining the amount
available for distribution), all subject to successive adjustments thereafter
from time to time pursuant to, and in accordance with, the provisions of this
Section
4.
4.5.
Continuation
of Terms. Upon
any
reorganization, consolidation, merger or transfer (and
any
dissolution following any such transfer) referred to in this Section
4, this
Warrant shall continue
in full force and effect and the terms hereof shall be applicable to the shares
of Common Stock
and
other securities and property receivable upon the exercise of this Warrant
after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may
be,
and shall be binding upon the issuer of any such Common
Stock or other securities, including, in the case of any such transfer, the
Person acquiring all or
substantially all of the properties or assets or more than 50% of the voting
capital stock of the Company
(whether issued and outstanding, newly issued or from treasury or any
combination thereof),
whether or not such Person shall have expressly assumed the terms of this
Warrant.
4.6.
Certificate
as to Adjustments. Upon
the
occurrence of each adjustment or readjustment
of the Exercise Price and number of Warrant Shares pursuant to this Section
4, this
Warrant
shall, without any action on the part of the Holder, be adjusted in accordance
with this Section
4, and
the
Company, at its expense, promptly shall compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to the Holder a
certificate setting forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment
is based. The Company will forthwith send a copy of each such certificate to
the
Holder
in
accordance with Section
9.4
below.
5.
Notices
of Record Date. Upon
(a)
any establishment by the Company of a record date
of
the holders of any class of securities for the purpose of determining the
holders thereof who are
entitled to receive any dividend or other distribution, or right or option
to
acquire securities of the Company,
or any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger
or
consolidation of the Company with or into any other corporation, any transfer
of
all or substantially
all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding
up of the Company, or the sale, in a single transaction, of a majority of the
Company's voting
stock (whether newly issued, or from treasury, or previously issued and then
outstanding, or any
combination thereof), the Company shall mail to the Holder at least ten (10)
business days, or such
longer period as may be required by law, prior to the record date specified
therein, a notice specifying (i) the date established as the record date for
the
purpose of such dividend, distribution, option or right and a description of
such dividend, distribution, option or right, (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding
up, or sale is expected to become effective and (iii) the date, if any, fixed
as
to when the holders
of record of Common Stock shall be entitled to exchange their shares of Common
Stock for securities
or other property deliverable upon such reorganization, reclassification,
transfer, consolidation,
merger, dissolution, liquidation or winding up.
6. Exchange
of Warrant. Subject
to the provisions of Section
7
hereof
(if and to the extent
applicable), this Warrant shall be exchangeable, upon the surrender hereof
by
the Holder at the principal
office of the Company, for new warrants of like tenor, each registered in the
name of the Holder or in the name of such other persons as the Holder may direct
(upon payment by the Holder of any applicable transfer taxes). Each of such
new
warrants shall be exercisable for such number of Warrant
Shares as the Holder shall direct, provided that all of such new warrants shall
represent, in the
aggregate, the right to purchase the same number of Warrant Shares and cash,
securities or other property,
if any, which may be purchased by the Holder upon exercise of this Warrant
at
the time of its
surrender.
7. Transfer
Provisions, etc.
7.1.
Legends. Each
certificate representing any Warrant Shares issued upon exercise of this
Warrant shall bear the following legend (except that the Warrant Shares shall
not bear such legend if a registration statement for such shares has been filed
and been declared effective for the Warrant Shares prior to their
issuance):
"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR PURSUANT TO
AN
AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
REGISTRATION UNDER SAID ACT."
7.2. Mechanics
of Transfer.
(a)
Any
transfer of all or any portion of this Warrant (and the Warrant Shares), or
of
any interest
herein or therein, that is otherwise in compliance with applicable law shall
be
effected by surrendering this Warrant to the Company at its principal office,
together with a duly executed form of assignment, in the form attached hereto.
In the event of any such transfer of this Warrant, the Company shall issue
a new
warrant or warrants of like tenor to the transferee(s), representing, in the
aggregate, the right to purchase the same number of Warrant Shares and cash,
securities or other property,
if any, which may be purchased by the Holder upon exercise of this Warrant
at
the time of its
surrender.
(b)
In
the event of any transfer of all or any portion of this Warrant in accordance
with Section
7.2(a) above,
the Company shall issue (i) a new warrant of like tenor to the transferee,
representing
the right to purchase the number of Warrant Shares, and cash, securities or
other property,
if any, which were purchasable by the Holder of the transferred portion of
this
Warrant, and (ii)
a
new warrant of like tenor to the Holder, representing the right to purchase
the
number of Warrant
Shares, and cash, securities or other property, if any, purchasable by the
Holder of the un-transferred
portion of this Warrant. Until this Warrant or any portion thereof is
transferred on the books
of
the Company, the Company may treat the Holder as the absolute holder of this
Warrant and all right, title and interest therein for all purposes,
notwithstanding any notice to the contrary.
7.3.
No
Restrictions on Transfer. Subject
to the
Company's receipt of representations
from the transferee comparable to those in Sections 5.5, 5.6, and 5.8 of the
Purchase Agreement,
to the extent applicable, and compliance with applicable securities laws, this
Warrant and any
portion hereof, the Warrant Shares and the rights hereunder may be transferred
by the Holder in its
sole
discretion at any time and to any Person or Persons, including without
limitation Affiliates and
affiliated groups of such Holder.
7.4.
Warrant
Register. The
Company shall keep at its principal office a register for the
registration, and registration of transfers, of the Warrants. The name and
address of each Holder of
one or
more of the Warrants, each transfer thereof and the name and address of each
transferee of one
or
more of the Warrants shall be registered in such register. The Company shall
give to any Holder
of
a Warrant promptly upon request therefor, a complete and correct copy of the
names and addresses of all registered Holders of the Warrants.
8. Lost,
Stolen or Destroyed Warrant. Upon
receipt by the Company of evidence satisfactory
to it of loss, theft, destruction or mutilation of this Warrant and, in the
case
of loss, theft or
destruction, on delivery of a customary affidavit of the Holder and indemnity
agreement, or, in the case
of
mutilation, upon surrender of this Warrant, the Company at its expense will
execute and deliver,
or will instruct its transfer agent to execute and deliver, a new Warrant of
like tenor and date, and any such lost, stolen or destroyed Warrant thereupon
shall become void.
9. General.
9.1.
Authorized
Shares, Reservation of Shares for Issuance. At
all
times while this Warrant
is outstanding, the Company shall maintain its corporate authority to issue,
and
shall have authorized
and reserved for issuance upon exercise of this Warrant, such number of shares
of Common
Stock, any other capital stock or other securities as shall be sufficient to
perform its obligations
under this Warrant (after giving effect to any and all adjustments to the number
and kind of Warrant Shares purchasable upon exercise of this
Warrant).
9.2.
No
Impairment. The
Company will not, by amendment of its Certificate of Incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities, sale or other transfer of any
of
its assets or properties, or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such
terms
and in the taking of
all
such action as may be necessary or appropriate in order to protect the rights
of
the Holder hereunder against impairment. Without limiting the generality of
the
foregoing, the Company (a) will not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant
above the amount payable therefor on such exercise, and (b) will take all action
that may be necessary or appropriate in order that the Company may validly
and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant.
9.3.
No
Rights as Stockholder. The
Holder shall not be entitled to vote or to receive dividends
or to be deemed the holder of Common Stock that may at any time be issuable
upon
exercise
of this Warrant for any purpose whatsoever, nor shall anything contained herein
be construed
to confer upon the Holder any of the rights of a stockholder of the Company
or
any right to vote
for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or
to
give or withhold consent to any corporate action (whether upon any
recapitalization, issuance or reclassification
of stock, change of par value or change of stock to no par value, consolidation,
merger
or
conveyance or otherwise), or to receive notice of meetings (except to the extent
otherwise provided in this Warrant), or to receive dividends or subscription
rights, until the Holder shall have exercised this Warrant and been issued
Warrant Shares in accordance with the provisions hereof.
9.4.
Notices. All
notices, requests, consents and other communications hereunder shall
be
in
writing and shall be deemed to have been given if personally delivered or
delivered by overnight
courier or mailed by first class registered or certified mail, postage prepaid,
return receipt requested, or sent by fax machine, addressed as
follows:
(a) if
to the
Company at:
NexMed,
Inc.
00
Xxxx
Xxxxxx Xxxxx
Xxxx
Xxxxxxx, Xxx Xxxxxx
Fax:
(000) 000-0000
Attn:
Xxxx Xxxxxxxx
with
copies to:
Xxxxxx
Xxxxxx Rosenman LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
XX 00000
Fax:
(000) 000-0000
Attn:
Xxxxxx X. Xxxx
(b) if
to the
Holder, at the Holder's address appearing in the books maintained by the
Company.
10.
Amendment
and Waiver. No
failure or delay of the Holder in exercising any power or
right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such
a
right or power, preclude any other or further exercise thereof or the exercise
of any other right or power. The rights and
remedies of the Holder are cumulative and not exclusive of any rights or
remedies which it would otherwise
have. The terms of this Warrant may be amended, modified or waived only with
the
written
consent of the Company and the Holder.
11. Governing
Law. This
Warrant shall be governed by and construed in accordance with
the
laws of the State of New York, as such laws are applied to contracts entered
into and wholly to be performed within the State of New York and without giving
effect to any principles of conflicts or choice of law that would result in
the
application of the laws of any other jurisdiction.
12. Covenants
To Bind Successor and Assigns. All
covenants, stipulations, promises and
agreements in this Warrant contained by or on behalf of the Company shall bind
its successors and
assigns, whether so expressed or not.
13. Severability. In
case
any one or more of the provisions contained in this Warrant shall
be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties
shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions
with valid provisions the economic effect of which comes as close as possible
to
that of the
invalid, illegal or unenforceable provisions.
14. Construction. The
definitions of this Warrant shall apply equally to both the singular
and
the
plural forms of the terms defined. Wherever the context may require, any pronoun
shall include
the corresponding masculine, feminine and neuter forms. The section and
paragraph headings used
herein are for convenience of reference only, are not part of this Warrant
and
are not to affect the
construction of or be taken into consideration in interpreting this
Warrant.
15. Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of
its
rights under this Warrant. The Company agrees that monetary damages would not
be
adequate compensation for any loss incurred by reason of a breach by it of
the
provisions of this Warrant and hereby agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.
16. No
Jury Trial. The
Company and, by its acceptance of the benefits hereof, the Holder, knowingly
and
voluntarily waive any and all rights they may have to a trial by jury with
respect to any litigation based on, or arising out of, under, or in connection
with, this Warrant and for any counterclaim therein.
[Signature
page follows]
IN
WITNESS WHEREOF, the
Company has executed this Common Stock Purchase Warrant
as of the date first stated above.
| NEXMED, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxxx | |
|
Xxxx Xxxxxxxx |
||
| Vice President and Chief Financial Officer | ||
NOTICE
AND
SUBSCRIPTION
|
To:
NEXMED, INC.
|
Date:
___________________
|
The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached
Warrant for, and to exercise thereunder, ___________________ shares
of
Common Stock, of NEXMED,
INC., a Nevada corporation, and tenders herewith payment of $___________________
,
representing the
aggregate purchase price for such shares based on the price per share provided
for in such Warrant.
Such payment is being made in accordance with [Section 3(i)] [Section 3(ii)]
[Section 3(iii)] of
the
attached Warrant.
Please
issue a certificate or certificates for such shares of Common Stock in the
following name or names and denominations and deliver such certificate or
certificates to the person or persons listed below at their respective addresses
set forth below:
If
said
number of shares of Common Stock shall not be all the shares of Common Stock
issuable upon
exercise of the attached Warrant, a new Warrant is to be issued in the name
of
the undersigned for the balance remaining of such shares of Common Stock less
any fraction of a share of Common Stock paid in cash.
|
Dated:
|
___________________
|
_________________________
|
|
| ___________________ |
Signature
|
FORM
OF ASSIGNMENT
(To
be
executed upon assignment of Warrant)
For
value
received, ___________________________________ hereby
sells, assigns and transfers unto __________________________ the
attached Warrant [_% of the attached Warrant], together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
__________________________attorney to transfer said Warrant [said percentage
of
said Warrant] on the books of NexMed, Inc., a Nevada corporation, with full
power of substitution in the premises.
If
not
all of the attached Warrant is to be so transferred, a new Warrant is to
be
issued in the name of the undersigned for the balance of said
Warrant.
The
undersigned hereby agrees that it will not sell, assign, or transfer the
right,
title and interest in and to the Warrant unless applicable federal and state
securities laws have been complied with.
|
Dated:
|
___________________
|
_________________________
|
|
|
Signature
|
