EXHIBIT 4.12
THIS WARRANT AND THE SHARES OF STOCK OF POSITRON CORPORATION TO BE ISSUED UPON
ANY EXERCISE OF THIS WARRANT HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAW AND ANY SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION UNDER SAID ACT OR
(ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
TO THAT EFFECT REASONABLY SATISFACTORY TO IT.
POSITRON CORPORATION
COMMON STOCK PURCHASE WARRANT
TO PURCHASE 1,500,000 SHARES OF COMMON STOCK
OF POSITRON CORPORATION
This Warrant Expires June 15, 2009
Warrant No. 99-2 1,500,000 Shares
THIS CERTIFIES that, subject to the terms and conditions herein set forth
in this warrant, S. XXXXX XXXXX (the "Holder") is entitled to purchase from
Positron Corporation, a Texas corporation ("Company"), at any time or from time
to time during the Exercise Period (defined in Section 12 below) and subject to
the provisions regarding Exercise of Warrant (as set forth in Section 6 below)
the number of fully paid and non-assessable shares of common stock of the
Company (the "Shares") as provided herein upon surrender of this Warrant at the
principal office of the Company, and, at the election of the Holder, upon
payment of the purchase price at said office in cash or by cashier's check or by
the wire transfer of funds in a dollar amount equal to the purchase price of the
Shares for which the consideration is being given.
This Warrant shall be exercisable for that number of Shares as set forth
above, in minimum units of 100,000 shares.
1. PURCHASE PRICE. Subject to adjustment as hereinafter provided, the
purchase price of one share of Common Stock (or such securities as may be
substituted for one share of Common Stock pursuant to the provisions hereinafter
set forth) (the "Warrant Price") shall Thirty Cents ($0.30).
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2. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and
kind of securities issuable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as follows:
(a) ADJUSTMENT FOR DIVIDENDS IN STOCK. If at any time on or after
the date hereof, the holders of the Common Stock of the Company (or any shares
of stock or other securities at the time receivable upon the exercise of this
Warrant) 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 (other than as provided for in Section 2(b) below), then and in each
such case, upon the exercise of this Warrant, the Holder shall be entitled to
receive, in addition to the number of shares of Common Stock receivable, and
without payment of any additional consideration therefor, the amount of such
other or additional stock of the Company which the Holder would receive on the
date of such exercise had it been the holder of record of such 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 and given
effect to all adjustments called for during such period by this Section 2.
(b) ADJUSTMENT FOR CHANGES IN COMMON STOCK. In the event of
changes in the outstanding Common Stock of the Company by reason of split-ups,
recapitalizations, reclassifications, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company. The adjustment shall be such as will give the Holder on exercise
for the same aggregate Warrant Price the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustment.
3. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any subscription under this Warrant. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise as determined in good faith by the
Company's Board of Directors.
4. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to
any of the rights of a stockholder of the Company prior to its exercise.
5. RESERVATION OF STOCK. The Company covenants that during the period
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant. The Company agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this
Warrant.
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6. EXERCISE OF WARRANT; REPURCHASE RIGHT. Subject to the terms and
conditions hereof, this Warrant may be exercised by the holder hereof then
registered on the books of the Company any time on or after granting of the
Warrant, subject however to the Company's right to repurchase any portion of
this Warrant, and/or any portion of any stock issued upon exercise of the
Warrant ("Repurchase Right"), as of a date 90 days following termination for any
reason or for no reason of the employment by the Company of the initial holder.
The Company's Repurchase Right shall lapse as follows: immediately upon issuance
as to 375,000 shares; as to an additional 93,750 shares on September 15, 1999;
and as to an additional 93,750 shares quarterly thereafter until the Company's
Repurchase Right shall have lapsed as to all shares. Subject to the foregoing,
this Warrant may be exercised by the Holder or its registered assigns, in whole
or in part and in minimum units of 100,000 shares, by the surrender of this
Warrant at the principal office of the Company, together with the attached form
of subscription duly executed, accompanied by payment in full of the amount of
the Warrant Price in the form described in this Warrant. Upon partial exercise
of this Warrant, a new warrant or warrants containing the same date and
provisions as this Warrant shall be issued by the Company to the registered
holder for the number of shares of Common Stock with respect to which this
Warrant shall not have been exercised. A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date. As promptly as practicable on or after such date, the Company shall
issue and deliver to the person or persons entitled to receive the shares, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share as provided above.
7. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price is adjusted as
provided in Section 2, the Company shall promptly deliver to the record holder
of this Warrant a certificate of an officer of the Company setting forth the
relevant Warrant Price or number of shares after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
8. COMPLIANCE WITH SECURITIES ACT. The Holder, by acceptance of this
Warrant, agrees that this Warrant and the shares of Common Stock to be issued
upon its exercise (or shares of any security into which such Common Stock may be
converted) (the "Shares") are being acquired for investment and that the Holder
will not offer, sell, or otherwise dispose of this Warrant and any shares of
Common Stock to be issued upon its exercise (or shares of any security into
which such Common Stock may be converted) except under circumstances which will
not result in a violation of the Securities Act of 1933, as amended (the
"Securities Act"). Upon exercise of this Warrant, the holder hereof shall, if
requested by the Company, confirm in writing its investment purpose and
acceptance of the restrictions on transfer of the Shares.
9. SUBDIVISION OF WARRANT. At the request of the holder of this Warrant
in connection with a transfer or exercise of a portion of the Warrant and upon
surrender of this Warrant for such purpose to the Company, the Company at its
expense (except for any transfer tax payable) will issue in exchange therefor
warrants of like tenor and date representing in the aggregate the right to
purchase such number of shares of such Common Stock as shall be designated by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide securities under this Section shall be
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subject to and conditioned upon the compliance of any such subdivision with
applicable state securities laws and with the Securities Act.
10. LOSS, THEFT, DESTRUCTION, OR MUTILATION OF WARRANT. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in the case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it and
reimbursement to the Company of all reasonable expenses incidental thereto, in
the case of mutilation, and upon surrender and cancellation of this Warrant the
Company will make and deliver a new Warrant of like tenor and dates as of such
cancellation, in lieu of this Warrant.
11. MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of Texas. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part of this Warrant.
Neither this Warrant nor any term included may be changed, waived, discharged,
or terminated orally but only by an instrument in writing signed by the Company
and the Holder. All notices and other communications from the Company to the
Holder shall be by telecopy or expedited courier service to the address
furnished to the Company in writing by the last holder of this Warrant who shall
have furnished an address to the Company in writing. This Warrant has been
issued pursuant to a Warrant Purchase Agreement dated as of June 15, 1999, the
terms of which, including certain repurchase provisions, are incorporated herein
by reference. A copy of such Warrant Purchase Agreement may be inspected at the
office of the Company during normal business hours.
12. EXERCISE PERIOD. The Exercise Period shall mean the period
commencing on the date hereof and ending on June 15, 2009.
ISSUED this 15th day of June, 1999.
POSITRON CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Its: President
ATTEST:
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FORM OF ASSIGNMENT
POSITRON CORPORATION
FOR VALUE RECEIVED the undersigned registered owner of this warrant
hereby sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below.
Name of Assignee
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Address
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Number of Shares
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and does hereby irrevocably constitute and appoint ____________________________
Attorney to make such transfer on the books of POSITRON CORPORATION maintained
for the purpose, with full power of substitution in the premises.
Dated:
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Name of Warrant Holder
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Signature
Witness:
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SUBSCRIPTION FORM
POSITRON CORPORATION
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ________________ of the number of shares of
Common Stock of POSITRON CORPORATION purchasable with this Warrant, and herewith
makes payment therefor, all at the price and on the terms and conditions
specified in this Warrant.
Dated:
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Signature of Registered Owner
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Xxxxxx Xxxxxxx
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Xxxx Xxxxx Zip Code
