NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.
WARRANT
TO PURCHASE _________ SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M.
ARIZONA TIME, FEBRUARY 15, 2001
EMPYREAN DIAGNOSTICS, LTD.
INCORPORATED UNDER THE LAWS
OF THE STATE OF WYOMING
This certifies that, for value received, ________________, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from Empyrean Bioscience, Inc., a Wyoming corporation (the "Company"),
at any time during the period commencing at 9:00 a.m., Arizona time, on February
15, 1999 and before 5:00 p.m., Arizona time, on February 15, 2001, at the
purchase price (the "Warrant Price") of $0.10 per Share, the number of shares of
Common Stock of the Company set forth above. The number of shares purchasable
upon exercise of each Warrant evidenced hereby shall be subject to adjustment
from time to time as set forth below.
In case the Company (i) declares or pays a dividend or makes a
distribution on the Common Stock payable in shares of Common Stock, (ii)
subdivides the outstanding shares of the Common Stock into a greater number of
shares, or (iii) combines the outstanding shares of the Common Stock into a
smaller number of shares, the Warrant Price in effect immediately prior to such
action shall be adjusted so that the Warrantholder may receive upon exercise of
this Warrant and payment of the same aggregate consideration the number of
shares of Common Stock of the Company which the Warrantholder would have owned
immediately following such action if the Warrantholder had exercised this
Warrant immediately prior to such action. Such adjustment shall be made
successively whenever any event listed above shall occur.
The Company hereby grants the Warrantholder the right to have the
shares of Common Stock underlying the Warrant be registered for resale as
follows: (1) subject to any prior, senior registration rights, and to a managing
underwriter's discretion to reduce the number of shares available for sale so as
not to impair the sale of shares by the Company or any holder of prior senior
rights, Warrantholder is hereby granted the right to include in any registration
statement filed under the Securities Act of 1933 by the Company for the sale of
equity securities all or a portion of the shares underlying the Warrant held by
the Warrantholder; notice of its desire to have the shares so registered shall
be provided by the Warrantholder within ten (10) days after notification by the
Company of its proposal to file a registration statement; and (2) on or after
180 days from the initial public offering by the Company of equity securities
after the date hereof (and excluding a Rule 504 offering as a public offering),
the right to demand the filing of a registration statement relating to the
shares of Common Stock underlying the Warrant, provided that at least fifty
percent (50%) in interest of all of the Warrants exercise such demand. All costs
and expenses of either type of registration shall be borne by the Company,
except for any selling expenses, commissions, or fees of separate counsel for
the Warrantholder or other security holders. These rights shall terminate upon
the earlier of (a) three years from the date hereof, (b) registration of all of
the shares underlying the Warrant, or (c) the date on which Warrantholder is
able to sell the shares underlying the Warrant pursuant to Rule 144 during a
three-month period without regard to volume limitations.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate and simultaneous payment of the Warrant
Price at the principal office of the Company. Payment of such price shall be
made at the option of the Warrantholder in cash or by check.
Upon any partial exercise of the Warrants evidenced hereby, there shall
be signed and issued to the Warrantholder a new Warrant certificate in respect
of the number of shares of Common Stock as to which the Warrants evidenced
hereby shall not have been exercised. These Warrants may be exchanged at the
office of the Company by surrender of this Warrant certificate properly endorsed
for one or more new Warrants of the same aggregate number of shares of Common
Stock as are evidenced by the Warrant or Warrants exchanged. No fractional
shares of Common Stock will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants.
This Warrant certificate does not entitle any Warrantholder to any of
the rights of a stockholder of the Company.
EMPYREAN DIAGNOSTICS, LTD.
By:
------------------------------------
Xxxxxxx Xxxxxx
Chief Executive Officer
ATTEST:
Dated:
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