EXHIBIT 4.2
APOLLO BIOPHARMACEUTICS, INC.
CUSIP 03759Y 11 0
THIS CERTIFIES THAT, for valued received,
or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Warrants (the "Warrants") specified above. One Warrant initially
entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Certificate and the Warrant Agreement (as
hereinafter defined), one fully paid and nonassessable share of Common Stock,
$.02 par value, of Apollo BioPharmaceutics, Inc., a Delaware corporation (the
"Company") at any time prior to the Time of Expiry (as hereinafter defined)
upon the presentation and surrender of this Warrant Certificate with the
Election to Purchase Form on the reverse hereof duly executed, at the
corporate office of American Stock Transfer & Trust Company, as Warrant Agent,
or its successor (the "Warrant Agent"), accompanied by payment of $ ,
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subject to adjustment (the "Purchase Price"), in lawful money of the United
States of America in cash or by check made payable to the Warrant Agent for the
account of the Company.
This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement") dated
among the Company, Neidiger, Tucker, Bruner, Inc. and the
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Warrant Agent.
In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock
subject to purchase upon the exercise of each Warrant represented hereby are
subject to modification or adjustment.
Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case
of the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor, which the Warrant Agent shall countersign, for the balance of such
Warrants.
The term "Time of Expiry" shall mean 5:00 p.m. (New York time) on
. If such date shall in the Sate of New York be a Saturday,
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Sunday or a civic or statutory holiday, then the Time of Expiry shall mean
5:00 p.m. (New York time) the next following day which in the State of New
York is not a Saturday, Sunday or a civic or statutory holiday.
The Company shall not be obligated to deliver any securities pursuant to
the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such
securities is effective or an exemption thereunder is available. The Company
has covenanted and agreed that it will file a registration statement under
the Federal securities laws, use its best efforts to cause the same to become
effective, to keep such registration statement current, if required under the
Act, while any of the Warrants are outstanding, and deliver a prospectus
which complies with Section 10(a)(3) of the Act to the Registered Holder
exercising this Warrant.
This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an
equal aggregate number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment and payment of
any tax or other charge imposed in connection therewith or incident thereto,
for registration of transfer of this Warrant Certificate at such office, a
new Warrant Certificate representing an equal aggregate number of Warrants
will be issued to the transferee in exchange therefor, subject to limitations
provided in the Warrant Agreement.
Subject to the provisions of the Warrant Agreement and commencing
[one year from the date of the Prospectus], this Warrant is subject to
redemption by the Company, on not less than 30 days' prior written notice, at
a price of $ per Warrant, if the average of the closing bid prices of the
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Common Stock for any period of 20 consecutive business days ending within 10
business days of the date on which the notice of redemption is given shall
have exceeded $ per share (subject to adjustment). For these
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purposes, the closing bid price of the Common Stock shall be determined by
the closing bid price, as reported by the Nasdaq Stock Market ("Nasdaq"), so
long as the Company's Common Stock is quoted thereon or, if the Company's
Common Stock is listed on a securities exchange, by the last reported sales
price. The Company's redemption rights will be in effect only if the Common
Stock is either quoted on Nasdaq or listed on a securities exchange. The
Holder of this Warrant will automatically forfeit the Holder's right to
purchase the shares of Common Stock issuable upon exercise of this Warrant
unless the Warrant is exercised before it is redeemed. A notice of
redemption will be mailed no later than 30 days before the date fixed for
redemption. The notice of redemption shall specify the redemption price, the
date fixed for redemption, the place where the Warrant certificate shall be
delivered and the date of expiration of the right to exercise the Warrant.
Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary, except as provided in
the Warrant Agreement.
The Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to its conflict
of law principles.
This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.
IN WITNESS WHEREOF, the Company has duly executed this Warrant Certificate
manually or in facsimile by two of its officers thereunto duly authorized and
a facsimile of its corporate seal to be imprinted hereon.
By: /s/ John J. Curry By: /s/ Katherine Gordon
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Treasurer President
ELECTION TO PURCHASE
To Be Executed by the Registered Holder in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
Warrants represented by this Warrant Certificate, and to
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purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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[please print or type name and address]
and be delivered to
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[please print or type name and address]
and if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such warrants be registered in the name of, and delivered to, the Registered
Holder at the address stated below.
The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc.
If not solicited by an NASD member, please write "unsolicited" in the space
below.
(Name of NASD Member)
Dated: X
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Address
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Taxpayer Identification Number
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Signature Guaranteed
ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants
FOR VALUE RECEIVED, hereby sells, assigns
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and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
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[please print or type name and address]
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of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitutes and appoints
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Attorney to transfer this Warrant Certificate on the books of the Company,
with full power of substitution in the premises.
Dated: X
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Signature Guaranteed:
THE SIGNATURE TO THE ASSIGNMENT OR THE ELECTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND
MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR MIDWEST STOCK EXCHANGE. IF THE ASSIGNMENT OF THE FORM IS SIGNED PURSUANT
TO A POWER OF ATTORNEY, SUCH POWER OF ATTORNEY MUST BE ATTACHED HERETO.