EXHIBIT 10.3
FORM OF WARRANT
SELFCARE, INC.
COMMON STOCK PURCHASE WARRANT
No. of Shares: Date: , 1998
The Transferability of this Warrant is
Restricted as Provided in Article 3
For good and valuable consideration, the receipt of which is
hereby acknowledged, SELFCARE, INC., a Delaware corporation (the
"Company") hereby grants the right to purchase, until the fifth
anniversary of the date hereof, up to _____ fully paid and
non-assessable shares (the "Warrant Shares") of the Company's
Common Stock, $.001 par value ("Common Stock").
This Warrant is exercisable at a price of $______ per share
of Common Stock issuable hereunder (the "Exercise Price") payable
in cash or by certified or official bank check in Boston Clearing
House funds. Upon the undersigned's surrender of this Warrant
with the annexed Subscription Form duly executed, together with
payment of the Exercise Price for the shares of Common Stock
being purchased, at the Company's principal executive offices
(currently located at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx
00000) the undersigned shall be entitled to receive a certificate
or certificates for the shares of Common Stock so purchased.
1. Exercise of Warrant.
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The purchase rights represented by this Warrant are
exercisable at the option of the undersigned, 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 hereof and shall execute and
deliver a new Warrant of like tenor for the balance of the shares
of Common Stock purchasable hereunder.
2. Issuance of Stock Certificates.
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The issuance of certificates for shares of Common Stock upon
the exercise of this Warrant shall be made without charge to the
undersigned including, without limitation, any tax which may be
payable in respect thereof, and such certificates shall (subject
to the provisions of Article 3 hereof) be issued in the name of,
or in such names as may be directed by, the undersigned;
provided, however, that the Company shall not be required to pay
any tax which may be due with respect to any transfer involved in
the issuance and delivery of any such certificate in a name other
than that of the undersigned, 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.
3. Restriction on Transfer of Warrant.
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The undersigned as holder of this Warrant, by its acceptance
hereof, covenants and agrees that this Warrant is being acquired
as an investment and not with a view to the distribution thereof,
and that the Warrant will not be sold, transferred, assigned,
hypothecated or otherwise disposed of except to U.S. Boston
Capital Corporation of Lincoln, Massachusetts or except as
permitted by the Securities Purchase Agreement pursuant to which
this Warrant was issued.
4. Replacement of Warrant.
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Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and, in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to the Company, and
reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new
Warrant of like tenor, in lieu of this warrant.
5. Adjustments in Exercise Price.
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In the event the Company: (i) pays a dividend in Common
Stock or makes a distribution in Common Stock, (ii) subdivides
its outstanding Common Stock into a greater number of shares,
(iii) combines its outstanding Common Stock into a smaller number
of shares or (iv) increases or decreases the number of shares of
Common Stock outstanding by reclassification of its Common Stock
(including a recapitalization in connection with a consolidation
or merger in which the Company is the continuing corporation),
then (1) the Exercise Price on the record date of such division
or distribution or the effective date of such action shall be
adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately before such event and the denominator of
which is the number of shares of Common Stock outstanding
immediately after such event, and (2) the number of shares of
Common Stock for which this Warrant may be exercised immediately
before such event shall be adjusted by multiplying such number by
a fraction, the numerator of which is the Exercise Price
immediately before such event and the denominator of which is the
Exercise Price immediately after such event, such that the
aggregate Exercise Price for all shares of Common stock issuable
pursuant to this Warrant immediately after such event shall equal
the aggregate Exercise Price for all shares of Common Stock
issuable pursuant to this Warrant immediately before such event.
6. Reservation and Listing of Shares.
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The Company shall at all times reserve and keep available
out of its authorized Common Stock shares of Common Stock solely
for the purpose of issuance upon the exercise of this Warrant.
The Company covenants and agrees that, upon exercise of this
Warrant and payment of the Exercise Price therefor, all shares of
Common stock issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable. If applicable, as
long as this Warrant shall be outstanding, the Company shall use
its best efforts to cause all shares of Common Stock issuable
upon the exercise of this Warrant to be listed (subject to
official notice of issuance) on all securities exchanges on which
the Common Stock is then listed. This Warrant and the Warrant
Shares are subject to dilution by the issuance of additional
securities by the Company.
7. Notices to Warrant Holder.
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Nothing contained in this Warrant shall be construed as
conferring upon the holder hereof the right to vote the Warrant
Shares prior to their issuance or any other rights as a
stockholder of the Company.
8. Notices.
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All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been
duly made when delivered, or mailed by registered or certified
mail, return receipt requested:
(a) If to the registered holder of this Warrant, to
the address of such holder as shown on the books of the
Company; or
(b) If to the Company, to the address set forth on the
first page of this Warrant or such other address previously
given to the holder or holders.
9. Successors.
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All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties
hereto and their respective heirs, executors, administrators,
distributees, successors and assigns.
10. Headings.
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The Article and Section headings in this Warrant are
inserted for purposes of convenience only and shall have no
substantive effect.
11. Law Governing.
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This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of The Commonwealth of
Massachusetts without giving effect to the conflict of laws
provisions thereof.
12. Legend.
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(a) THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFER AS
SET FORTH IN THE SECURITIES PURCHASE AGREEMENT AMONG THE
REGISTERED OWNER OF THIS WARRANT AND CERTAIN OTHERS. ANY
TRANSFEREE OF A HOLDER OF THIS WARRANT SHALL, AS A CONDITION OF
SUCH TRANSFER, BE REQUIRED TO BECOME A PARTY TO SUCH AGREEMENT.
THE COMPANY WILL FURNISH A COPY OF THE AGREEMENT TO THE HOLDER OF
THIS WARRANT UPON REQUEST WITHOUT CHARGE.
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED, AND EXCEPT AS SET FORTH IN SUCH AGREEMENT MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (i) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
SAID ACT OR (ii) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
(b) The Company may include or cause to be included on the
stock certificates evidencing the Warrant Shares the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE ACT OR CERTAIN STATE SECURITIES LAWS. THE
SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND
SUCH STATE LAWS AS MAY BE APPLICABLE, OR DELIVERY TO THE COMPANY
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
SELFCARE, INC.
By:_____________________
SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise this Warrant)
The undersigned 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
payment of the Exercise Price of such shares in full.
Signature
Address
Dated:________, 199_
