EXHIBIT 4(a)
CUSIP __________
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER AND ARE
GOVERNED BY AND ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT, DATED AS OF
____________, 2004, A COPY OF SUCH WARRANT AGREEMENT WILL BE FURNISHED BY THE
COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
REDEEMABLE COMMON STOCK PURCHASE CLASS A WARRANT
MARC PHARMACEUTICALS, INC.
VOID AFTER [___________], 2009
No. ____ ___________ Shares
THIS CERTIFIES that, for value received, ________________________
(including any permitted transferee, the "Holder"), is entitled to subscribe for
and purchase from Marc Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), upon the terms and conditions set forth herein, at any time from the
date hereof to any time before 5:00 P.M. on [____________], 2009, New York, New
York time (the "Exercise Period"), the number of shares specified above of the
Company's common stock, $0.0001 par value per share (the "Common Stock"), at an
exercise price equal to $.50 per Share (the "Exercise Price"). As used herein,
the term "this Warrant" shall mean and include this Warrant and any Warrant or
Warrants hereafter issued as a consequence of the exercise or transfer of this
Warrant in whole or in part.
This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole shares of common stock of the Company (the
"Shares"), by the surrender of this Warrant (with the executed form of election
to purchase attached hereto) to the Company, or at such other place as is
designated in writing by the Company, together with cash or a certified or bank
cashier's check payable to the order of the Company in an amount equal to the
Exercise Price multiplied by the number of Shares for which this Warrant is
being exercised, plus transfer taxes, if any.
Upon each exercise of the Holder's rights to purchase Shares, the
Holder shall be deemed to be the holder of record of the Shares issuable upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or certificates representing such Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the
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Shares issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the Shares
(or portions thereof) subject to purchase hereunder.
The Company may, subject to the conditions set forth in the Warrant
Agreement, redeem this Warrant at any time, by providing the Holder with the
time, manner and place of redemption by first class or registered mail, postage
prepaid, at the address for such Holder last shown on the records of the
transfer agent, given within thirty (30) days, after the occurrence of a
"Redemption Event". A Redemption Event shall be the fifth consecutive trading
day upon which the Common Stock has been trading at $.75 per share, determined
by taking the average between the "bid" and the "ask" price of the Common Stock
on each such day, at a price of $.001 per number of Shares which may be
purchased by this Warrant, plus any dividends declared but unpaid thereon,
subject to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization affecting such shares.
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant (and upon surrender of any
Warrant if mutilated), including an affidavit of the Holder that this Warrant
has been lost, stolen, destroyed or mutilated, together with an indemnity
against any claim that may be made against the Company on account of such lost,
stolen, destroyed or mutilated Warrant, and upon reimbursement of the Company's
reasonable incidental expenses, the Company shall execute and deliver to the
Holder a new Warrant of like date, tenor, and denomination.
The Holder of this Warrant shall not be entitled to any rights of a
stockholder of the Company, including without limitation, the right to vote, to
receive dividends and other distributions, or to attend or receive any notice of
meetings of stockholders or any other proceedings of the Company, except as
provided in the Warrant Agreement.
This Warrant is issued under and in accordance with the Warrant
Agreement dated as of __________, 2004 between the Company and American Stock
Transfer & Trust Company (the "Warrant Agreement") and subject to the terms and
provisions contained in said Warrant Agreement, to all of which terms and
provisions the Holder consents by acceptance hereof. Any capitalized terms not
defined in this Warrant shall have the meaning attributed to them in the Warrant
Agreement.
This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without giving effect to conflicts of law principles.
This Warrant may be amended only by a written instrument executed by
the Company and the Holder hereof. Any amendment shall be endorsed upon this
Warrant, and all future Holders shall be bound thereby.
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Dated: ___________________
MARC PHARMACEUTICALS, INC.
By:________________________________
Name: Robert M. Cohen
Title: President
[Seal]
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Robert M. Cohen, Secretary
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, __________________________ hereby sells, assigns,
and transfers unto
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(Print Name, Address and Social Security Number or Tax Identification Number)
a Warrant to purchase ___________ shares of Common Stock, par value $0.0001 per
share, of Marc Pharmaceuticals, Inc. (the "Company"), together with all right,
title, and interest therein, and does hereby irrevocably constitute and appoint
______________________________ attorney to transfer such Warrant on the books of
the Company, with full power of substitution.
Dated: _______________________
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(Signature)
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(Signature Guarantee)
NOTICE
The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.
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To: Marc Pharmaceuticals, Inc.
350 Bedford Street
Stanford, Connecticut 06901
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase
_________ Shares covered by the within Warrant and tenders payment herewith in
the amount of $ ___________ in accordance with the terms thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to:
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(Print Name, Address and Social Security Number or Tax Identification Number)
and, if such number of Shares shall not be all the Shares covered by the within
Warrant, that a new Warrant for the balance of the Shares covered by the within
Warrant be registered in the name of, and delivered to, the undersigned at the
address stated below.
Dated: ______________
Name: ________________________
(Print)
Address: _________________________________________________________________
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(Signature)
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(Signature Guarantee)
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