THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), OR ANY STATE SECURITIES LAWS ("STATE ACTS"). THIS SECURITY
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IF IT IS REGISTERED UNDER THE ACT
AND ANY APPLICABLE STATE ACTS OR UNDER AN EXEMPTION THEREFROM.
EXERCISABLE AT ANY TIME FROM 8:00 A.M. EASTERN TIME, JULY 1, 2004
THROUGH 5:00 P.M. EASTERN TIME, JUNE 30, 2009.
STOCK PURCHASE WARRANT
For the purchase of shares of common stock of
DNAPrint genomics, Inc., a Utah Corporation
THIS CERTIFIES THAT, ____________, (the "Holder"), as registered owner
of this Warrant, is entitled to at any time from 8:00 a.m. Eastern Time, July 1,
2004, and to 5:00 p.m. Eastern Time, June 30, 2009, or at such later date as
DNAPrint genomics, Inc., a Utah corporation ("DNAPrint"), by authorization of
its Board of Directors, shall determine (the "Exercise Period"), to subscribe
for, purchase, and receive 452,158 shares of common stock, fully paid and
non-assessable (the "Common Stock"), upon presentation and surrender of this
Warrant and upon payment of the Exercise Price for such shares of Common Stock
to DNAPrint at the principal office of DNAPrint. The "Exercise Price" shall be
$0.0259 per share and shall be payable in lawful money of the United States or
by check made payable to the order of DNAPrint.
1. Upon exercise of the Warrant, the then-current form of election
provided by DNAPrint must be duly executed and the instructions for registration
of the Common Stock acquired by such exercise must be completed. If the
subscription rights represented hereby have not been exercised by the expiration
of the Exercise Period, the Warrant shall become void and without further force
and effect, and all remaining rights represented hereby shall cease and expire.
2. In the event of the exercise hereof in part only, DNAPrint shall
cause to be delivered to the Holder a new Warrant of like tenor to this Warrant
in the name of the Holder evidencing the right of the Holder to purchase the
number of shares of common stock purchasable hereunder as to which this Warrant
is not exercised.
3. All Common Stock that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof. During the period within which the rights represented by the
Warrant may be exercised, DNAPrint will at all times have authorized and
reserved for the purpose of issuance upon exercise of the purchase rights
evidenced by this Warrant, a sufficient number of shares of the Common Stock to
provide for the exercise of the unexercised rights represented by this Warrant.
4. The number and kind of securities purchasable upon the exercise of
the Warrant and the Exercise Price shall not be subject to adjustment except as
follows:
(a) Reclassification or Merger. In case of any
reclassification, change or conversion of securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination), or in case of any merger of DNAPrint with or into another
corporation (other than a merger with another corporation in which DNAPrint is a
continuing corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant),
DNAPrint, or such successor corporation, as the case may be, shall execute a new
Warrant (in form and substance satisfactory to the holder of this Warrant)
providing that the holder of this Warrant shall have the right of exercise such
new Warrant and upon such exercise to receive, in lieu of each share of Common
Stock theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a holder of one share of Common Stock.
Such new Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Paragraph 4. The provisions of this Section 4(a) shall similarly apply to
successive reclassifications, changes, and mergers.
(b) Subdivisions or Combination of Shares. If DNAPrint at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine this Common Stock, the Warrant Price shall be proportionately adjusted.
(c) Stock Dividends. If DNAPrint at any time while this
Warrant is outstanding and unexpired shall pay a dividend payable in shares of
Common Stock, then the Warrant Price shall be adjusted, from and after the date
of determination of shareholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Warrant Price in
effect immediately prior to such date of determination by a fraction (a) the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution (assuming the
conversion, exchange or exercise of all securities convertible into,
exchangeable for or exercisable for Common Stock), and (b) the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately after such dividend or distribution (assuming the conversion,
exchange or exercise of all securities convertible into, exchangeable for or
exercisable for Common Stock.
5. DNAPrint shall not be required to issue fractions of shares upon any
such adjustment or to issue fractions of shares upon issuance of any Warrants
after any such adjustment, but DNAPrint, in lieu of issuing any such fractional
interest, shall round up or down to the nearest whole number of shares.
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6. In no event shall this Warrant (or the shares of stock issuable upon
exercise or partial exercise hereof) be offered or sold except in conformity
with the Act.
7. DNAPrint may deem and treat the registered Holder of this Warrant at
any time as the absolute owner hereof for all purposes and DNAPrint shall not be
affected by any notice to the contrary.
8. By acceptance of this Warrant, Holder represents that this Warrant
and all shares of Common Stock acquired upon exercise hereof are acquired and
will be acquired for the Holder's own account for investment and with no
intention at the time of such purchase or acquisition of distributing or
reselling the same or any part thereof to the public and, in furtherance of this
representation, agrees to execute and deliver to DNAPrint a subscription
agreement containing customary investment intent representations and agrees that
this Warrant and any stock issued upon exercise hereof may be legended to
prohibit transfer, sale or other disposition except in compliance with such
investment letter.
9. In case the Warrant shall be mutilated, lost, stolen or destroyed,
DNAPrint shall, at the request of the Holder, issue or deliver and exchange in
substitution for and upon cancellation of the mutilated Warrant or in lieu of
and in substitution for this Warrant lost, stolen or destroyed Warrant, a new
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to DNAPrint of such loss, theft, or
destruction of such Warrant and a bond of indemnity, if requested, also
satisfactory and for an amount at applicant's cost. The applicants for such
substitute Warrant certificates shall also comply with such reasonable
regulations as DNAPrint may prescribe.
10. Nothing contained in this Warrant shall be construed as conferring
upon the Holder or any transferee of a Warrant any rights of the shareholders of
DNAPrint, including, without limitation, the right to vote, receive dividends,
consent or receive notices of shareholders with respect to any meeting of
shareholders for the election of directors of the company or any other matter.
If, however, at any time prior to the expiration of this Warrant prior to its
exercise in full, any one or more of the following events shall occur:
(a) any action which required adjustment pursuant to this
Warrant; or
(b) a dissolution, liquidation or winding up of DNAPrint
(other than in connection with the consolidation, merger or sale of its
property, assets and business as an entirety or substantially as an entirety)
shall be proposed;
(c) DNAPrint shall determine to declare a dividend;
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(d) DNAPrint shall offer for subscription to the holders of
its Common Stock additional shares of its capital stock of any class or other
rights,
(e) DNAPrint shall file a registration statement with the
United States Securities and Exchange Commission under the Securities Act of
1933.
then DNAPrint shall give notice (in accordance with paragraph 11 hereof) of such
events to each Holder at least twenty (20) days before the record date with
respect to any such action.
11. All notices, requests, consents and other communications hereunder
shall be in writing and, unless otherwise specified, shall be personally
delivered, or shall be sent by overnight delivery, or shall be sent by telecopy
or other similar electronic device (with a copy sent by certified or registered
mail, return receipt requested, postage prepaid), and shall be addressed (i) if
to the Holder, to its address for communications on the records of the Company,
or to such other address as may have been furnished to DNAPrint by notice from
the Holder, or (ii) if to DNAPrint, to DNAPrint genomics, Inc., 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx, XX 00000, or to such other address as may have been furnished
to the Holder by notice from DNAPrint. All notices shall be deemed to have been
given either at the time of the delivery thereof to any officer or employee of
the person entitled to receive such notice at the address of such person for
purposes of this paragraph 11, or if sent by overnight delivery, one day after
being entrusted to a reputable overnight delivery service, or if sent by
telecopy of other similar electronic device, upon confirmation of receipt of
such transmission.
DNAPrint genomics, Inc.
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Xxxxxxx Xxxxxxx, President
