EXHIBIT 4.4
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE RECEIVED
PURSUANT TO THE EXERCISE OF THIS WARRANT WILL BE, ACQUIRED SOLELY FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION
THEREOF. NEITHER THIS WARRANT NOR SUCH SHARES (TOGETHER, THE "SECURITIES") HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE SECURITIES
LAWS.
Xx. X000000-XXX-0
ISSUED: NOVEMBER 8, 2005
WARRANT TO PURCHASE COMMON STOCK
Expires November 8, 2010
This warrant (this "Warrant") certifies that, for good and valuable
consideration, XXXXXXX XXXX PARTNERS (the "Holder"), is entitled to purchase
from QuantRx Biomedical Corporation, a Nevada corporation (the "Company"), ONE
HUNDRED THOUSAND (100,000) fully paid and nonassessable shares of Common Stock,
par value $0.01 per share ("Common Stock"), of the Company (as adjusted pursuant
to Section 3) (the "Warrant Shares") at a price per share equal to TWO DOLLARS
($2.00) (as adjusted pursuant to Section 3) (the "Exercise Price"), upon the
terms and subject to the conditions hereinafter set forth.
1. EXERCISE; PAYMENT.
(a) Exercise Period. This Warrant may be exercised in whole or part by
the Holder during the term (as set forth in Section 7) and in compliance
with the provisions of this Warrant at any time after the date of issuance
set forth above (the "Warrant Date"), by the surrender of this Warrant
(with the notice of exercise form attached hereto as Exhibit A (the "Notice
of Exercise") duly executed) at the principal office of the Company. If
this Warrant shall have been exercised in part, the Company shall, at the
time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the
Holder to purchase the unpurchased shares of Common Stock called for by
this Warrant, which new Warrant shall in all other respects be identical
with this Warrant, or at the request of the Holder, appropriate notation
may be made on this Warrant and the same returned to the Holder.
(b) Exercise. Upon exercise of this Warrant, the Holder shall pay to
the Company an amount equal to the product of (x) the Exercise Price
multiplied by (y) the total number of Warrant Shares purchased pursuant to
this Warrant, by wire transfer or cashier's check
payable to the order of the Company. The Holder shall be deemed to have
become the holder of record of, and shall be treated for all purposes as
the record holder of, the Warrant Shares represented thereby (and such
Warrant Shares shall be deemed to have been issued) immediately prior to
the close of business on the date upon which this Warrant is exercised.
(c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Warrant Date, if the per
share market value of one share of Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below) and a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") providing for the resale of the Warrant Shares is not
effective at the time of exercise of this Warrant, in lieu of exercising
this Warrant by payment of cash, the Holder may exercise this Warrant by a
cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at
the principal office of the Company together with the properly endorsed
Notice in which event the Company shall issue to the Holder a number of
shares of Common Stock computed using the following formula:
X = Y - (A)(Y)
------
B
Where X =
the number of shares of Common Stock to be issued to the Holder.
Y = the number of shares of Common Stock purchasable upon
exercise of all of the Warrant or, if only a portion
of the Warrant is being exercised, the portion of the
Warrant being exercised.
A = the Exercise Price.
B = the per share market value of one share of Common
Stock.
(d) Stock Certificates. In the event of the exercise of this Warrant,
certificates for the Warrant Shares so purchased shall be delivered to the
Holder promptly after exercise but in no event more than ten (10) business
days after such exercise.
2. STOCK FULLY PAID; RESERVATION OF SHARES. All of the Warrant Shares issuable
upon the exercise of this Warrant will, upon issuance in accordance with the
terms of this Warrant, be fully paid and nonassessable, and free from all
preemptive rights, rights of first refusal or first offer, taxes, liens and
charges with respect to the issuance thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company shall at all
times have authorized and reserved for issuance a sufficient number of shares of
its Common Stock to provide for the exercise of this Warrant.
3. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number and kind of
Warrant Shares purchasable upon the exercise of this Warrant and the Exercise
Price payable therefor shall be subject to adjustment from time to time upon the
occurrence of certain events, as follows:
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(a) Reclassification, Consolidation or Reorganization. In case of any
reclassification of the Common Stock (other than a change in par value, or
as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation
(other than a Change of Control, as defined below) (any of which is a
"Reorganization Transaction"), the Company, or such successor corporation
as the case may be, shall execute a new warrant, providing that the Holder
shall have the right to exercise such new warrant, and procure upon such
exercise and payment of the same aggregate Exercise Price, in lieu of the
Warrant Shares theretofore issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities, money and property as
would be payable for the Warrant Shares issuable upon exercise of this
Warrant as if such Warrant Shares were outstanding immediately prior to the
consummation of the Reorganization Transaction. For purposes of this
Warrant, the term "Change of Control" shall mean (i) any acquisition of the
Company by means of merger, acquisition, or other form of corporate
reorganization in which outstanding shares of the Company are exchanged for
securities or other consideration issued, or caused to be issued, by the
acquiring corporation or its subsidiary or parent (other than a
reincorporation transaction or change of domicile) and pursuant to which
the holders of the outstanding voting securities of the Company immediately
prior to such consolidation, merger or other transaction fail to hold
equity securities representing a majority of the voting power of the
Company or surviving entity immediately following such consolidation,
merger or other transaction (excluding voting securities of the acquiring
corporation held by such holders prior to such transaction) or (ii) a sale
of all or substantially all of the assets of the Company.
(b) Stock Splits, Dividends and Combinations. In the event that the
Company shall at any time subdivide the outstanding shares of Common Stock,
or shall issue a stock dividend on its outstanding shares of Common Stock,
the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such subdivision or to the issuance of such stock
dividend shall be proportionately increased, and the Exercise Price shall
be proportionately decreased, and in the event that the Company shall at
any time combine the outstanding shares of Common Stock, the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to
such combination shall be proportionately decreased, and the Exercise Price
shall be proportionately increased, effective at the close of business on
the date of such subdivision, stock dividend or combination, as the case
may be.
(c) Adjustment Upon Issuance of Shares of Common Stock Below Exercise
Price.
(i) If the Company, at any time or from time to time, issues or
sells any Additional Shares of Common Stock (as defined below), other
than as provided in the foregoing subsections of this Section 3, for a
price per share (which, in the case of options, warrants, convertible
securities or other rights, includes the amounts paid therefor plus the
exercise price, conversion price or other such amounts payable
thereunder) that is less than the then applicable Exercise Price, then
and in each such case, the then applicable Exercise Price shall
automatically be reduced as of the opening of business on the date of
such issue or sale, to a price determined by multiplying the Exercise
Price by a fraction (i) the numerator of which shall be (A) the number
of shares of Common Stock deemed outstanding (as determined below)
immediately prior to such issue or sale, plus (B) the
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number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of Additional Shares of
Common Stock so issued would purchase at such Exercise Price, and (ii)
the denominator of which shall be the number of shares of Common Stock
deemed outstanding (as defined below) immediately prior to such issue
or sale plus the total number of Additional Shares of Common Stock so
issued; provided, however, that upon the expiration or other
termination of options, warrants, or other rights to purchase or
acquire shares of Common Stock, and upon the expiration or termination
of the right to convert or exchange convertible or exchangeable
securities (whether by reason of redemption or otherwise), if any
thereof shall not have been exercised, converted or exchanged, as
applicable, the number of shares of Common Stock deemed to be
outstanding pursuant to this Section 3(c) shall be reduced by the
number of shares as to which options, warrants, and rights to purchase
or acquire shares of Common Stock shall have expired or terminated
unexercised, and as to which conversion or exchange rights shall have
expired or terminated unexercised, and such number of shares shall no
longer be deemed to be outstanding; and the Exercise Price then in
effect shall forthwith be readjusted and thereafter be the price that
it would have been had adjustment been made on the basis of the
issuance only of the shares of Common Stock actually issued. For
purposes of the preceding sentence, the number of shares of Common
Stock deemed to be outstanding as of a given date shall be the sum of
(A) the number of shares of Common Stock actually outstanding, (B) the
number of Shares for which the Warrant could be exercised on the day
immediately preceding the given date, and (C) the number of shares of
Common Stock which could be obtained through the exercise or conversion
of all other rights, options and convertible securities outstanding on
the day immediately preceding the given date. "Additional Shares of
Common Stock" shall mean all shares of Common Stock, and all options,
warrants, convertible securities or other rights to purchase or acquire
shares of Common Stock, issued by the Company other than (A) shares of
Common Stock and/or options, warrants or other Common Stock purchase
rights, where such options, warrants or other rights are issued both
(i) with exercise prices per share of Common Stock at the then-current
fair market value of a share of Common Stock, as determined in good
faith by the Board of Directors of the Company, and (ii) to employees,
officers or directors of, or consultants to, the Company or any
subsidiary pursuant to stock purchase or stock option plans or other
arrangements that are approved by the Company's Board of Directors and
(B) shares of Common Stock issued pursuant to the exercise of options,
warrants or convertible securities outstanding as of the date hereof.
(ii) In the event that the exercise price, conversion price,
purchase price or other price at which shares of Common Stock are
purchasable pursuant to any options, warrants, convertible securities
or other rights to purchase or acquire Common Stock is reduced at any
time or from time to time (other than under or by reason of provisions
designed to protect against dilution), then, upon such reduction
becoming effective, the Exercise Price then in effect hereunder shall
forthwith be decreased to such Exercise Price as would have been
obtained had the adjustments made and required under this Section 3
upon the issuance of such
4
options, warrants, convertible securities or other rights been made
upon the basis of (and the total consideration received therefor) (A)
the issuance of the number of shares of Common Stock theretofore
actually delivered upon the exercise, conversion or exchange of such
options, warrants, convertible securities or other rights, (B) the
issuance of all of the Common Stock and all other options, warrants,
convertible securities and other rights to purchase or acquire Common
Stock issued after the issuance of the modified options, warrants,
convertible securities or other rights, and (C) the original issuance
at the time of the reduction of any such options, warrants, convertible
securities or other rights then still outstanding.
(iii)In no event shall an adjustment under this Section 3(c) be
made if it would result in an increase in the then applicable Exercise
Price.
(d) Notice of Corporate Action. If at any time (i) the Company shall
take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend (other than a cash dividend payable
out of earnings or earned surplus legally available for the payment of
dividends under the laws of State of Nevada) or other distribution, or any
right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property, or to
receive any other right; (ii) there shall be any capital reorganization of
the Company, any reclassification or recapitalization of the capital stock
of the Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, in any one or more of such cases, the
Company shall give to the Holder (i) at least 10 business days prior
written notice of the date on which a record date shall be selected for
such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or
winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 10 business days prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall
be entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if
any such time is to be fixed, as of which the holders of Common Stock shall
be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently
given if addressed to the Holder at the last address of the Holder
appearing on the books of the Company and delivered in accordance with
Section 12(d).
5
4. REDEMPTION. This Warrant may be redeemed by the Company at a price of One
Cent ($.01) per Warrant Share on ten (10) days' notice to the Holder (the
"Notice") if (i) the closing bid price of the Company's Common Stock exceeds One
Dollar and Seventy Cents ($1.70) for twenty (20) consecutive trading days and
(ii) a registration statement covering the Warrant Shares has been declared
effective by the Securities and Exchange Commission and such registration
statement remains effective thirty (30) days prior to the date of the notice.
5. TRANSFER OF WARRANT AND RESALE OF WARRANT SHARES.
(a) This Warrant may only be transferred in compliance with federal
and state securities laws.
(b) At the time of the surrender of this Warrant in connection with
any transfer of this Warrant or the resale of the Warrant Shares, the
Company may require, as a condition of allowing such transfer (i) that the
Holder or transferee of this Warrant or the Warrant Shares as the case may
be, furnish to the Company a written opinion of counsel that is reasonably
acceptable to the Company to the effect that such transfer may be made
without registration under the Securities Act or qualification under any
state securities laws, (ii) that the Holder or transferee execute and
deliver to the Company an investment representation letter in form and
substance acceptable to the Company containing among other provisions
representations and warranties similar to those set forth in Section 6 and
(iii) that the transferee be an "accredited investor" as defined in Rule
501(a) promulgated under the Securities Act. Transfer of this Warrant and
all rights hereunder, in whole or in part, in accordance with the foregoing
provisions, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the
principal office of the Company or the office or agency designated by the
Company, together with a written assignment of this Warrant substantially
in the form of Exhibit B hereto duly executed by the Holder or its
attorney-in-fact and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the Holder a
new warrant evidencing the portion of this Warrant not so assigned, and
this Warrant shall be deemed cancelled. This Section 5 shall survive the
exercise or expiration of the Warrant.
6. REPRESENTATIONS AND WARRANTIES OF HOLDER.
(a) Exempt Transaction; Restricted Securities. The Holder understands
that this Warrant is being offered and sold in reliance on one or more
exemptions from registration provided for under the Securities Act, and
that the Company's reliance upon such exemptions is predicated, in part,
upon the Holder's representations and warranties set forth in this Warrant.
The Holder understands that this Warrant and the Warrant Shares are
"restricted securities" as such term is defined in Rule 144 promulgated
under the Securities Act ("Rule 144"). The Holder understands that the
Holder may resell the Warrant Shares pursuant to Rule 144 only after the
satisfaction of certain requirements, including the requirement that the
Warrant Shares be held for at least one year prior to resale.
6
(b) INVESTMENT INTENT ACCREDITATION; AUTHORITY. The Holder is
acquiring this Warrant for investment for the Holder's own account, not as
nominee or agent, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the
meaning of the Securities Act. The Holder is an "accredited investor"
within the meaning of the Securities Act. The Holder has the full right,
power, authority and capacity to enter into and perform this Warrant and
the terms of this Warrant constitute valid and binding obligations of the
Holder enforceable in accordance with its terms, except as the same may be
limited by equitable principles and by bankruptcy, insolvency, moratorium,
and other laws of general application affecting the enforcement of
creditors' rights.
(c) KNOWLEDGE AND EXPERIENCE. The Holder has such knowledge and
experience in financial and business matters as to be capable of evaluating
the merits and risks of the Holder's investment in this Warrant and has the
ability to bear the economic risks of such investment.
(d) DOMICILE. The Holder is a bona fide resident and domiciliary (not
a temporary or transient resident) of the jurisdiction indicated on the
signature page to this Warrant and the Holder has no present intention of
becoming a resident of any other state or jurisdiction.
7. CONDITIONS TO EXERCISE OF WARRANT.
(a) Each certificate evidencing the Warrant Shares issued upon
exercise of this Warrant shall be stamped or imprinted with a legend
substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
(b) REMOVAL OF LEGED AND TRANSFER RESTRICTIONS. Any legend endorsed
on a certificate pursuant to this Section 7 shall be removed, and the
Company shall issue a certificate without such legend to the holder of such
Warrant Shares if (i) such Warrant Shares are resold pursuant to a
registration statement under the Securities Act and a prospectus meeting
the requirements of Section 11 of the Securities Act is delivered or deemed
delivered to the purchaser of such Warrant Shares, (ii) if such holder
satisfies the requirements of Rule 144(k) under the Securities Act or (iii)
if such holder provides the Company with an opinion of counsel for such
holder of the Warrant Shares, reasonably satisfactory to the Company, to
the effect that a sale, transfer or assignment of such Warrant Shares may
be made without registration and that upon such sale, transfer or
assignment such Warrant Shares will not be deemed "restricted securities,"
as such term is defined in Rule 144 under the Securities Act.
7
8. FRACTIONAL SHARES. No fractional Warrant Shares will be issued in connection
with any exercise of this Warrant, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Exercise Price
then in effect.
9. NO RIGHTS OF STOCKHOLDERS. The Holder shall not be entitled to vote or
receive dividends or be deemed the holder of Warrant Shares or any other
securities of the Company which may at any time be issuable on the exercise of
this Warrant for any purpose, 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 of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive dividends or subscription rights or
otherwise with respect to the Warrant Shares until this Warrant shall have been
exercised and the Warrant Shares purchasable upon the exercise of this Warrant
shall have become deliverable, as provided in this Warrant.
10. Piggyback Registration. If the Company at any time proposes to register any
of its securities under the Securities Act for sale to the public, whether for
its own account or for the account of other security holders or both (except
with respect to registration statements on Forms S-4 or S-8 or another form not
available for registering the registrable securities for sale to the public), it
will give written notice to the Holder of its intention so to do. Upon the
written request of the Holder, received by the Company within 30 days after the
giving of any such notice by the Company, to register any of the Holder's
Warrant Shares, the Company will use reasonable best efforts to cause the
Holder's Warrant Shares as to which registration shall have been so requested to
be included in the securities to be covered by the registration statement
proposed to be filed by the Company. If any registration pursuant to this
Section 10 shall be, in whole or in part, an underwritten public offering of
Common Stock, the number of the Holder's Warrant Shares to be included in such
an underwriting may be reduced on a pari passu basis, or eliminated entirely, if
and to the extent that the managing underwriter shall be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company.
11. TERM OF WARRANT. This Warrant shall become exercisable on the Warrant Date
and shall no longer be exercisable as of the earlier of (i) 5:00 p.m., New York
time, November 8, 2010; and (ii) immediately prior to the consummation of a
Change of Control.
12. MISCELLANEOUS.
(a) This Warrant shall be construed and enforced in accordance with
and governed by the laws of the State of Nevada, without giving effect to
principles of conflicts of laws.
(b) The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms of this Warrant.
(c) The terms of this Warrant shall be binding upon and shall inure to
the benefit of any successors or assigns of the Company and of the Holder
and of the Warrant Shares issued or issuable upon the exercise of this
Warrant.
8
(d) Any notice provided for or permitted under this Warrant shall be
treated as having been given (i) upon receipt, when delivered personally,
(ii) one day after sending, when sent by commercial overnight courier with
written verification of receipt, (iii) upon confirmed transmission when
sent via facsimile on a business day prior to 5:00 p.m. (New York time) or,
if sent after 5:00 p.m.( New York time), the next business day after
confirmed transmission or (iv) three business days after deposit with the
United States Postal Service, when mailed postage prepaid by certified or
registered mail, return receipt requested, addressed, if to the Company, at
000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, (f) (000) 000-0000,
Attention: Xxxxxx Xxxxxxxxx, or, if to the Holder, at such address or
facsimile number as the Holder shall have furnished to the Company in
writing, or at such other place of which the other party has been notified
in accordance with the provisions of this Section 12(d).
(e) This Warrant constitutes the full and entire understanding and
agreement between the parties with regard to the subjects of this Warrant.
(f) Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case
of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in
the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company at the Holder's expense will execute and deliver to
the holder of record, in lieu thereof, a new Warrant of like date and
tenor.
(g) This Warrant and any provision of this Warrant may be amended,
waived or terminated only by an instrument in writing signed by the Company
and the Holder.
[Remainder of page intentionally left blank]
9
IN WITNESS WHEREOF, the parties have executed this Warrant as of the
Warrant Date.
QUANTRX BIOMEDICAL CORPORATION
By:
-----------------------------------------
(signature)
Name: Xxxxxx Xxxxxxxxx
Its: President and Chief Executive Officer
HOLDER
By:
-----------------------------------------
(signature)
Name:
---------------------------------------
(please print)
Its:
----------------------------------------
(if applicable)
Address:
------------------------------------
------------------------------------
Facsimile:
----------------------------------
Email:
--------------------------------------
SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK
EXHIBIT A
NOTICE OF EXERCISE
TO: QuantRx Biomedical Corporation
1. The undersigned hereby elects to purchase ______________ Warrant
Shares pursuant to the terms of Section 1(b) of the Warrant to Purchase Capital
Stock dated November 8, 2005 (the "Warrant"), between the undersigned and
QuantRx Biomedical Corporation (the "Company"), and tenders herewith payment of
the aggregate Exercise Price of such Warrant Shares in full.
2. Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:
Name:
---------------------------------
Address:
---------------------------------
---------------------------------
3. ____________________ hereby represents and warrants that the
aforesaid shares of Common Stock are being acquired for the account of the
undersigned for investment and not with a view to, or for resale, in connection
with the distribution thereof, and that the undersigned has no present intention
of distributing or reselling such shares, and that all representations and
warranties of the undersigned set forth in Section 6 of the Warrant were true
and correct as of the Warrant Date (as defined in the Warrant) and are true and
correct as of the date hereof.
------------------------------------------
Name:
Date:
------------------------------------
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________ (the "Holder"), party to the
Warrant to Purchase Common Stock, dated November 8, 2005 (the "Warrant"), with
QuantRx Biomedical Corporation (the "Company"), hereby sells, assigns and
transfers unto the assignee named below all of the rights of the Holder under
the Warrant, with respect to the number of shares of Common Stock set forth
below:
---------------------------------------
---------------------------------------
---------------------------------------
(Name and Address of Assignee)
---------------------------------------
(Number of Shares of Common Stock)
and does hereby irrevocably constitute and appoint ____________ attorney-in-fact
to register such transfer on the books of the Company, maintained for the
purpose, with full power of substitution in the premises.
Dated:
--------------------------------
--------------------------------------
(Print Name and Title)
--------------------------------------
(Signature)
--------------------------------------
(Witness)
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the Warrant in every particular, without alteration or
enlargement or any change whatsoever.
2
