Exhibit 10.3
APPLIED NEUROSOLUTIONS, INC.
COMMON STOCK WARRANT AGREEMENT
THIS AGREEMENT ("Agreement") is made this 10th day of September 2002, between
Applied NeuroSolutions, Inc. (formerly called Hemoxymed, Inc.), a Delaware
corporation ("APNS" or the "Company"), and Xxxxxx Xxxxxx (the "Holder"). This
Agreement supercedes the previous Common Stock Warrant Agreement dated the
September 10, 2002 between the Company and Prism Ventures LLC.
1. Grant of Common Stock Warrants This certifies that Holder is hereby granted
a warrant (the "Warrant") to purchase from the Company 400,000 shares of
the Company's Common Stock (the "Warrant Shares") at a price of $.20
(twenty cents) per share (the "Stock Purchase Price"). The Warrant may be
exercised until September 10, 2012 ("Last Exercise Date"). Any portion of
the Warranted Shares that have not been exercised shall accumulate and can
be exercised at any time prior to the Last Exercise Date.
2. Exercise of Warrant This Warrant may be exercised by delivering to the
Company (i) a written notice of intention to exercise specifying the number
of Warranted Shares to be purchased and (ii) payment in full of the Stock
Purchase Price for all such Warrant Shares in cash, certified check or
surrender of shares of Common Stock of the Company having a value equal to
the Stock Purchase Price of the Warrant Shares being purchased. The Company
shall use its best efforts to cause the Warrant Shares to be issued as
promptly as practicable after receipt of the notice of intention to
exercise.
3. Conversion Right In lieu of payment of the Stock Purchase Price, at any
time the Stock Purchase Price is less than the market price of the
Company's Common Stock (such difference being the "Per Share Value of the
Warrant"), Holder shall have the right to require the Company to convert
this Warrant, in whole or part, into the Warrant Shares as follows (the
"Conversion Right"): Upon exercise of the Conversion Right, the Company
shall deliver to the Holder (without payment by the Holder of any of the
Stock Purchase Price) up to that number of the Warrant Shares equal to the
quotient obtained by dividing (x) the product of (i) the Per Share Value of
the Warrant at the time the Conversion Right is exercised and (ii) the
number of Warrant Shares issuable upon exercise of this Warrant immediately
prior to the exercise of the Conversion Right by (y) the market price of
one share of the Company's Common Stock immediately prior to the exercise
of the Conversion Right.
4. Change in Capitalization Subject to any required action by the shareholders
of the Company, the number of shares of common stock covered by each
outstanding Warrant and the number of shares of common stock which have
been authorized for issuance under this Agreement, as well as the price per
share of common stock covered by each such Warrant, shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of common stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the common stock,
or any other increase or decrease in the number of issued shares of common
stock effected without receipt of consideration by the Company. The
conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration."
5. Merger or Asset Sale In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, the Warrant shall be assumed or an equivalent warrant or right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.
6. Registration Rights The Company agrees to register the Warrant Shares with
the next registration statement filed by the Company that includes any
shares underlying options held by the Company's management.
7. Successors and Assigns. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of any party hereto and any
obligations of a party shall be binding upon the heirs, personal
representatives, successors, and assigns of such party.
8. Counterparts. This Agreement may be executed in more than one counterpart,
each of which shall be deemed an original, but all of which shall
constitute the same instrument.
9. Interpretation. Unless the context otherwise requires, as used herein,
words in the singular shall include words in the plural and vice versa and
words in one gender shall include words in the other gender. This Agreement
is deemed executed and delivered in the State of New York and shall be
construed and enforced in accordance with the laws of such state without
giving effect to the conflicts of law rules thereof.
10. Venue. Each party hereof irrevocably consents to the sole and exclusive
jurisdiction and venue of the state and federal courts located in the
Southern District of New York in connection with any matter arising from or
related to any matter addressed in this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first set forth above.
By: _______________________________
Xxxxxx Xxxxxx
APPLIED NEUROSOLUTIONS, INC.
By: _______________________________
Xxxxx Xxxxxx
