Exhibit 4.3
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
("THE SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
ADERIS PHARMACEUTICALS, INC.
COMMON STOCK PURCHASE WARRANT
This certifies that, for good and valuable consideration, Aderis
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), grants to Midtown
Holdings, LLC, or registered assigns (the "Warrantholder"), the right to
subscribe for and purchase from the Company 225,000 validly issued, fully paid
and nonassessable shares (the "Warrant Shares") of the Company's Common Stock,
par value $0.001 per share (the "Common Stock"), at the purchase price per share
of $3.6364 (the "Exercise Price"), from time to time, prior to 5:00 PM Eastern
Standard Time on March 30, 2006 (the "Expiration Date"), all subject to the
terms, conditions and adjustments herein set forth.
Certificate No. CW-3
Number of Shares: 225,060
Name of Warrantholder: Midtown Holdings, LLC
1. Duration and Exercise of Warrant; Limitation on Exercise;
Payment of Taxes.
1.1. Duration and Exercise of Warrant. Subject to the
terms and conditions set forth herein, the Warrant may be exercised, in whole or
in part, by the Warrantholder by:
1.1.1. the surrender of this Warrant to the
Company, with a duly executed Exercise Form specifying the number of Warrant
Shares to be purchased, during normal business hours on any Business Day prior
to the Expiration Date; and
1.1.2. the delivery of payment to the Company, for
the account of the Company, by cash or by certified or bank cashier's check, of
the Exercise Price for the number of Warrant Shares specified in the Exercise
Form in lawful money of the United States of America. The Company agrees that
such Warrant Shares shall be deemed to be issued to the Warrantholder as the
record holder of such Warrant Shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for the Warrant
Shares as aforesaid (or as provided in Section 1.2 below).
1.2. Conversion Right.
1.2.1. In lieu of the payment of the Exercise
Price, the Warrantholder shall have the right (but not the obligation), to
require the Company to convert this Warrant, in whole or in part, into shares of
Common Stock (the "Conversion Right") as provided for in this Section 1.2. Upon
exercise of the Conversion Right, the Company shall deliver to the Warrantholder
(without payment by the Warrantholder of any of the Exercise Price; provided,
however, that the Warrantholder shall be required to pay the par value for any
shares of Common Stock so delivered) that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the value of the Warrant at the time
the Conversion Right is exercised (determined by subtracting the aggregate
Exercise Price in effect immediately prior to the exercise of the Conversion
Right from the aggregate Fair Market Value for the shares of Common Stock
issuable upon exercise of the Warrant immediately prior to the exercise of the
Conversion Right) by (y) the Fair Market Value of one share of Common Stock
immediately prior to the exercise of the Conversion Right.
1.2.2. The Conversion Right may be exercised by the
Warrantholder on any Business Day prior to the Expiration Date by delivering the
Warrant Certificate, together with a duly executed Exercise Form (with the
conversion section completed) and the par value for any shares of Common Stock
deliverable pursuant to such conversion, to the Company, exercising the
Conversion Right and specifying the total number of shares of Common Stock the
Warrantholder will be issued pursuant to such conversion.
1.2.3. Fair Market Value of a share of Common Stock
as of a particular date (the "Determination Date") shall mean:
1.2.3.1. If the Common Stock is listed on a national
securities exchange, then the Fair Market Value shall be the average of the last
ten "daily sales prices" of the Common Stock on the principal national
securities exchange on which the Common Stock is listed or admitted for trading
on the last ten Business Days prior to the Determination Date, or if
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not listed or traded on any such exchange, then the Fair Market Value shall be
the average of the last ten "daily sales prices" of the Common Stock on the
National Market (the "National Market") of the National Association of
Securities Dealers Automated Quotations System ("Nasdaq") on the last ten
Business Days prior to the Determination Date. The "daily sales price" shall be
the closing price of the Common Stock at the end of each day; or
1.2.3.2. If the Common Stock is not so listed or
admitted to unlisted trading privileges or if no such sale is made on at least
nine of such days, then the Fair Market Value shall be the fair value as
reasonably determined in good faith by the Company's Board of Directors or a
duly appointed committee of the Board (which determination shall be reasonably
described in the written notice delivered to the Warrantholder together with the
Common Stock certificates).
1.3. Limitations on Exercise. Notwithstanding anything to
the contrary herein, this Warrant may be exercised only upon the delivery to the
Company of any certificates, legal opinions, or other documents reasonably
requested by the Company to satisfy the Company that the proposed exercise of
this Warrant may be effected without registration under the Securities Act. The
Warrantholder shall not be entitled to exercise this Warrant, or any part
thereof, unless and until such certificates, legal opinions or other documents
are reasonably acceptable to the Company.
1.4. Warrant Shares Certificate. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within ten Business Days after receipt of the
Exercise Form and receipt of payment of the purchase price if the Conversion
Right is not exercised. If this Warrant shall have been exercised only in part,
the Company shall, at the time of delivery of the stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
to purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant.
1.5. Payment of Taxes. The issuance of certificates for
Warrant Shares shall be made without charge to the Warrantholder for any stock
transfer or other issuance tax in respect thereto; provided, however, that the
Warrantholder shall be required to pay any and all taxes which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the then Warrantholder as reflected upon the books
of the Company.
1.6. Divisibility of Warrant; Transfer of Warrant.
1.6.1. Subject to the provisions of this Section
1.6, this Warrant may be divided into warrants of one thousand shares or
multiples thereof, upon surrender at the principal office of the Company,
without charge to any Warrantholder. Upon such division, the Warrants may be
transferred of record as the then Warrantholder may specify without charge to
such Warrantholder (other than any applicable transfer taxes). In addition,
subject to the provisions of this Section 1.6, the Warrantholder shall also have
the right to transfer this Warrant in its entirety to any person or entity.
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1.6.2. Upon surrender of this Warrant to the
Company with a duly executed Assignment Form and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant or Warrants of like tenor in the name of the assignee named in such
Assignment Form, and this Warrant shall promptly be canceled. Each Warrantholder
agrees that prior to any proposed transfer (whether as the result of a division
or otherwise) of this Warrant, such Warrantholder shall give advance written
notice to the Company of such Warrantholder's intention to effect such transfer.
Each such notice shall describe the manner and circumstances of the proposed
transfer in reasonably sufficient detail, and, if reasonably requested by the
Company, shall be accompanied by a written opinion of legal counsel, which
opinion shall be addressed to the Company and be reasonably satisfactory in form
and substance to the Company's counsel, to the effect that the proposed transfer
of this Warrant may be effected without registration under the Securities Act.
In addition, the Warrantholder and the transferee shall execute any
documentation reasonably required by the Company to ensure compliance with the
Securities Act. The Warrantholder shall not be entitled to transfer this
Warrant, or any part thereof, if such legal opinion is not reasonably acceptable
to the Company or if such documentation is not provided. The term "Warrant" as
used in this Agreement shall be deemed to include any Warrants issued in
substitution or exchange for this Warrant.
1.7. Fractional Shares. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon exercise
hereof, the Company shall pay to the Warrantholder an amount in cash equal to
such fraction multiplied by the current Fair Market Value of a share.
2. Restrictions on Transfer; Restrictive Legends.
Except as otherwise permitted by this Section 2, each Warrant shall
(and each Warrant issued upon direct or indirect transfer or in substitution for
any Warrant pursuant to Section 1.6 or Section 4 shall) be stamped or otherwise
imprinted with a legend in substantially the following form:
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AND SUCH LAWS.
Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE
SECURITIES NOR ANY
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INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT AND SUCH LAWS.
THE WARRANT SHARES ARE SUBJECT TO A RIGHT OF FIRST REFUSAL
OPTION IN FAVOR OF THE COMPANY AND ITS OTHER STOCKHOLDERS, AS PROVIDED
IN THE BYLAWS OF THE COMPANY.
INFORMATION REGARDING THE DESIGNATIONS, RELATIVE RIGHTS,
PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OR SERIES OF
CAPITAL STOCK OF THE COMPANY, THE VARIATIONS THEREIN AND THE AUTHORITY
OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE CLASSES OR
SERIES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL
EXECUTIVE OFFICE OF THE COMPANY.
Notwithstanding the foregoing, the Warrantholder may require the
Company to issue a Warrant or a stock certificate for Warrant Shares, in each
case without a legend, if either (i) such Warrant or such Warrant Shares, as the
case may be, have been registered for resale under the Securities Act or (ii)
the Warrantholder has delivered to the Company an opinion of legal counsel,
which opinion shall be addressed to the Company and be reasonably satisfactory
in form and substance to the Company's counsel, to the effect that such
registration is not required with respect to such Warrant or such Warrant
Shares, as the case may be.
3. Reservation and Registration of Shares, Etc. The Company
covenants and agrees as follows:
3.1. all Warrant Shares which are issued upon the exercise
of this Warrant will, upon issuance, be validly issued, fully paid, and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with respect to the
issue thereof, other than taxes with respect to any transfer occurring
contemporaneously with such issue;
3.2. during the period within which this Warrant may be
exercised, the Company will at all times have authorized and reserved, and keep
available free from preemptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant; and
3.3. the Company will, from time to time, take all such
action as may be required to assure that the par value per share of the Warrant
Shares is at all times equal to or less than the then effective Exercise Price.
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4. Loss or Destruction of Warrant.
Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant (including, but not limited to, an affidavit of the
Warrantholder) and, in the case of loss, theft or destruction, of such bond or
indemnification as the Company may reasonably require, and, in the case of such
mutilation, upon surrender and cancellation of this Warrant, the Company will
execute and deliver a new Warrant of like tenor.
5. Ownership of Warrant.
The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.
6. Company Representations. The Company hereby represents and
warrants to the Warrantholder that:
6.1. This Warrant has been duly authorized and executed by
the Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditors' rights.
6.2. The execution and delivery of this Warrant are not,
and the issuance of the Warrant Shares upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with the Company's
Certificate of Incorporation or Bylaws, do not and will not contravene any law,
governmental rule or regulation, judgment or order applicable to the Company,
and do not and will not conflict with or contravene any provision of, or
constitute a material default under, any material indenture, mortgage, contract
or other instrument of which the Company is a party or by which it is bound or
require the consent or approval of, the giving of notice to, the registration or
filing with or the taking of any action in respect of or by, any federal, state
or local government authority or agency (other than such consents, approvals,
notices, actions, filings, etc., as have already been obtained or made, as the
case may be).
7. Adjustment of Exercise Price and Number of Warrant Shares;
Record Date. The number of Warrant Shares issuable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:
7.1. Adjustment for Dividends in Stock. In case at any
time or from time to time the holders of shares of the Common Stock shall have
received or, on or after the record date fixed for the determination of eligible
stockholders, shall have become entitled to receive, without payment therefor,
other or additional stock of the Company by way of dividend then, and in each
case, the Warrantholder shall, upon the exercise hereof, be entitled to receive,
in addition to the number of Warrant Shares receivable thereupon, and without
payment of any additional consideration therefor, the amount of such other or
additional stock of the Company which such Warrantholder would hold on the date
of such exercise had it been the holder of
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record of shares of the Common Stock on the date hereof and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and/or all other additional stock receivable by
it as aforesaid during such period, giving effect to all adjustments called for
during such period by Sections 7.2 and 7.3.
7.2. Reclassification, Reorganization or Merger. In case
of any reclassification, capital reorganization or other change of outstanding
shares of the Common Stock, or in the case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock or a change of more than 25% of the voting
power of the Common Stock) or in the case of any sale, lease or conveyance to
another corporation of the property of the Company as an entirety, the Company
shall, as a condition precedent to such transaction, cause effective provisions
to be made so that the Warrantholder shall have the right thereafter by
exercising this Warrant at any time prior to the expiration of the Warrant, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization and other
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock that might have been purchased upon exercise of this
Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Any such provision shall include provision for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
Section 7.2 shall similarly apply to successive reclassifications, capital
reorganizations and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances. In the event that in connection
with any such capital reorganization or reclassification, consolidation, merger,
sale or conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, in whole or in part, for
securities of the Company other than Common Stock, any such issue shall be
treated as an issue of Common Stock covered by the provisions of Section 7.1.
7.3. Stock Splits and Reverse Stock Splits. If the Company
shall subdivide its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision shall
thereby be proportionately reduced and the number of Warrant Shares receivable
upon exercise of this Warrant shall thereby be proportionately increased; and,
conversely, if the outstanding number of shares of Common Stock shall be
combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall thereby be proportionately increased
and the number of Warrant Shares receivable upon exercise of the Warrant shall
be proportionately decreased.
7.4. Notices of Record Date, Etc. In the event of (a) any
taking by the Company of a record 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 (the "Distribution"), (b) any capital
reorganization or reclassification of the stated capital of the Company or any
consolidation or merger of the Company with any other corporation or
corporations (other than a wholly-owned subsidiary), or the sale or distribution
of all or substantially all of the Company's property and assets (the
"Reorganization Event"), or (c) any proposed filing of a registration statement
under the Act in connection with a primary public offering of the Company's
Common
8
Stock (the "Registration Event"), the Company will mail or cause to be mailed to
the Warrantholder a notice specifying (i) the date of any such Distribution
stating the amount and character of such Distribution, (ii) the date on which
any such Reorganization Event or Registration Event is expected to become
effective, and (iii) the time, if any, that is to be fixed as to when the
holders of record of the Company's securities shall be entitled to exchange
their shares of the Company's securities for securities or other property
deliverable upon such Reorganization Event. Such notice shall be mailed at least
thirty (30) days prior to the date therein specified.
7.5. Notice of Adjustments. Notice of any adjustment in
this Warrant shall be given by the Company to the Warrantholder, and such
adjustment (whether or not such notice is given) shall be effective and binding
for all purposes.
8. Registration Rights. The Warrantholder shall have the same
registration rights with respect to Registrable Shares as the Holders (as
defined in the Investor Rights Agreement (as defined below)) of Registrable
Securities (as defined in the Investor Rights Agreement) under Article 3 of that
certain Restated Investor Rights Agreement dated as of March 31, 1995, among the
Company, the Founders and the Investors named therein, as such agreement was
amended as of November 3, 1995, as of June 21, 1999, as of February 21, 2001,
and as of August 15, 2001 (and as the same may be amended from time to time, the
"Investor Rights Agreement"); and all of the terms and provisions of such
Article 3 (a copy of which is attached as Exhibit C hereto), including without
limitation Section 3.11 therein, shall apply to the Warrantholder and its
Registrable Shares. The Warrantholder agrees that it may include its Registrable
Shares in any such registration only to the extent that the inclusion of such
Registrable Shares will not diminish the amount of Registrable Securities (as
defined in the Investor Rights Agreement) which are included in such
registration.
9. Amendments. Any provision of this Warrant (including
registration rights) may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company and the
Warrantholders who hold a majority in interest of the Registrable Shares. Any
amendment or waiver effected in accordance with this Section 9 shall be binding
upon each Warrantholder and the Company.
10. Expiration of the Warrant. Except with respect to the
indemnification and contribution provisions set forth in Article 3 of the
Investor Rights Agreement and applicable pursuant to Section 8 hereof, the
obligations of the Company pursuant to this Warrant shall terminate on the
Expiration Date.
11. Definitions.
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
Assignment Form: an Assignment Form in the form annexed hereto as
Exhibit B.
Business Day: any day other than a Saturday, Sunday or a day on which
national banks are authorized by law to close in The City of New York, State of
New York.
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Common Stock: the meaning specified on the cover of this Warrant.
Company: the meaning specified on the cover of this Warrant.
Exercise Form: an Exercise Form in the form annexed hereto as Exhibit
A.
Exercise Price: the meaning specified on the cover of this Warrant.
Expiration Date: the meaning specified on the cover of this Warrant.
Fair Market Value: the meaning specified in Section 1.2.3.
Investor Rights Agreement: the meaning specified in Section 8.
Nasdaq: the meaning specified in Section 1.2.3.1.
National Market: the meaning specified in Section 1.2.3.1.
Registrable Shares: (i) the shares of the Company's Common Stock issued
or issuable upon exercise of the Warrants and (ii) any securities issued or
issuable with respect to any securities referred to in subdivision (i) by way of
stock split, stock dividend, recapitalization, or similar event, which have not
been sold to the public.
SEC: the Securities and Exchange Commission or any other Federal agency
at the time administering the Securities Act or the Securities Exchange Act of
1934, as amended, whichever is the relevant statute for the particular purpose.
Securities Act: the meaning specified on the cover of this Warrant, or
any similar Federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
Warrantholder: the meaning specified on the cover of this Warrant.
Warrant Shares: the meaning specified on the cover of this Warrant.
12. Miscellaneous.
12.1. Entire Agreement. This Warrant constitutes the entire
agreement between the Company and the Warrantholder with respect to the
Warrants.
12.2. Binding Effects; Benefits. This Warrant shall inure
to the benefit of and shall be binding upon the Company and the Warrantholder
and their respective heirs, legal representatives, successors and assigns.
Nothing in this Warrant, expressed or implied, is intended to or shall confer on
any person other than the Company and the Warrantholder, or their respective
heirs, legal representatives, successors or assigns, any rights, remedies,
obligations or liabilities under or by reason of this Warrant.
12.3. Section and Other Headings. The section and other
headings contained in this Warrant are for reference purposes only and shall not
be deemed to be a part of this Warrant or to affect the meaning or
interpretation of this Warrant.
12.4. Pronouns. All pronouns and any variations thereof
refer to the masculine, feminine or neuter, singular or plural, as the context
may require.
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12.5. Further Assurances. Each of the Company and the
Warrantholder shall do and perform all such further acts and things and execute
and deliver all such other certificates, instruments and documents as the
Company or the Warrantholder may, at any time and from time to time, reasonably
request in connection with the performance of any of the provisions of this
Warrant.
12.6. Notices. All notices and other communications
required or permitted to be given under this Warrant shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
United States mail, postage prepaid, to the parties hereto at the following
addresses or to such other address as any party hereto shall hereafter specify
by notice to the other party hereto:
12.6.1. if to the Company, addressed to:
Aderis Pharmaceuticals, Inc.
00 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
12.6.2. if to the Warrantholder, addressed to:
the address of such Warrantholder
appearing on the books of the Company.
Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally, or on the third Business Day after the mailing thereof.
12.7. Separability. Any term or provision of this Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any of
the terms or provisions of this Warrant in any other jurisdiction.
12.8. Governing Law. This Warrant shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to such agreements made and to be performed entirely within such
State.
12.9. No Rights or Liabilities as Stockholder. Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
ADERIS PHARMACEUTICALS, INC.
By: /s/ XXXXX X. XXXXX
---------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Dated: June 16, 2003
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EXHIBIT A
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant, to purchase __________ of the Warrant Shares
and herewith tenders (i) payment for such Warrant Shares to the order of
Aderis Pharmaceuticals, Inc. (the "Company") in the amount of $__________ or
(ii) Warrants to purchase __________ shares of Common Stock of the Company in
order to exercise the Conversion Right (as defined in Section 1.2 of this
Warrant) and payment of the par value for _________ of the Warrant Shares, in
either case, in accordance with the terms of this Warrant. The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
_______________ and that such certificates be delivered to __________________
whose address is
________________________________________________________________. (If this is a
partial exercise of the Warrant, a new Warrant for the remaining number of
unexercised Warrants shall be issued by the Company.)
Dated:___________
Signature_____________________________
_____________________________
(Print Name)
_____________________________
(Xxxxxx Xxxxxxx)
_____________________________
(City) (State) (Zip Code)
Signed in the Presence of:
__________________________
EXHIBIT B
ASSIGNMENT FORM
(To be executed only upon transfer of this Warrant)
For value received, the undersigned registered holder of the
within Warrant hereby sells, assigns and transfers unto ______________________
the right represented by such Warrant to purchase ________________ shares of
Common Stock of Aderis Pharmaceuticals, Inc. (the "Company") to which such
Warrant relates and all other rights of the Warrantholder under the within
Warrant (including, without limitation, the registration rights provided in
Section 8 of the within Warrant), and appoints _______________________ Attorney
to make such transfer on the books of the Company maintained for such purpose,
with full power of substitution in the premises.
Dated:______________
Signature_____________________________
_____________________________
(Print Name)
_____________________________
(Xxxxxx Xxxxxxx)
_____________________________
(City) (State) (Zip Code)
Signed in the presence of:
_____________________________
EXHIBIT C
Article 3 of the Restated Investor Rights Agreement dated as of March
31, 1995, among the Company, the Founders and the Investors named
therein, as such agreement was amended as of November 3, 1995, as of
June 21, 1999, as of February 21, 2001, and as of August 15, 2001
