Exhibit 4.2
HEMOXYMED, INC.
COMMON STOCK WARRANT AGREEMENT
THIS AGREEMENT ("Agreement") is made this ____ day of _______________, 200 ,
between Hemoxymed, Inc., a Delaware corporation ("Hemoxymed" or the "Company"),
and _____________________________________ (the "Shareholder").
1. Grant of Common Stock Warrants
Upon the signing of the release attached as Exhibit A and upon the
closing of a merger between Hemoxymed and Molecular Geriatrics Corp.,
Hemoxymed hereby grants Shareholder Common Stock Warrants ("Warrants") to
purchase up to shares of its Common stock ($0.0025 par value), subject to
the following terms and conditions:
a) The Warrants exercise price shall be $0.0001 per share.
b) Shareholder may purchase the shares exercisable under this
Agreement within 7 years from the date of this Agreement.
c) Shareholder may not sell the shares of common stock underlying the
warrants in this Agreement for one year from the date of this
Agreement.
2. 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."
3. 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.
4. Tax Consequences
Shareholder has reviewed with his own tax advisors the federal, state,
local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Shareholder is relying
solely on such advisors and not on any statements or representations of
the Company or any of its agents. Shareholder understands that he (and
not the Company) shall be responsible for his own tax liability that may
arise as a result of this investment or the transactions contemplated by
this Agreement.
5. Investment Representations; Restrictions on Transfer
a) In connection with the purchase of the Shares, Shareholder
represents to the Company the following:
(1) Shareholder is aware of the Company's business affairs and
financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable
decision to acquire the shares of common stock. Upon
exercise of the Warrants, Shareholder will be purchasing
these shares of common stock for investment for his own
account only and not with a view to, or for resale in
connection with, and "distribution" thereof within the
meaning of the Securities Act of 1933, as amended.
6. Registration of shares of common stock underlying this Agreement
The Company agrees to register the shares of common stock underlying this
Agreement with the next available registration statement filed by the
Company.
7. General Provisions
a) This Agreement shall be governed by the laws of the State of
Delaware. This Agreement represents the entire agreement between
the parties with respect to the issuance of Common Stock Warrants
to Shareholder and may only be modified or amended in writing
signed by both parties.
b) Any notice, demand or request required or permitted to be given by
either the Company of Shareholder pursuant to the terms of this
Agreement shall be in writing and shall be deemed given when
delivered personally or deposited in the U.S. mail, First class
with postage prepaid, and addressed to the parties at the
addressed of the parties set forth at the end of this Agreement or
such other address as a party may request by notifying the other
in writing.
c) The rights and benefits of the Company under this Agreement shall
be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of,
and be enforceable by, the Company's successors and assigns. The
rights and obligations of Shareholder under this Warrant Agreement
may only be assigned with the prior written consent of the
Company.
d) Either party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, nor prevent that party
thereafter from enforcing each and every other provision of this
Agreement. The rights granted both parties herein are cumulative
and shall not constitute a waiver of either party's right to
assert all other legal remedies available to it under the
circumstances.
8. Shareholder and the Company agree upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes
or intent of this Agreement.
9. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first set forth above.
SHAREHOLDER
By:
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Date
Name:
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Address:
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COMPANY - HEMOXymed, Inc.
a Delaware corporation
By:
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By:
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