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EXHIBIT 4.5
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE WARRANT
AND THE SHARES OF COMMON STOCK UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR EXEMPTION THEREFROM.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER
RESTRICTIONS CONTAINED IN THIS WARRANT.
SPECTRX, INC.
Form of Common Stock Warrant
[See Schedule Item 1] shares of Common Stock
[See Schedule Item 2]
No. [See Schedule Item 3]
SPECTRX, INC., a Delaware corporation (the "Company"), for value
received, hereby certifies that [See Schedule Item 4], or its registered
assigns, (the "Holder") is entitled to purchase from the Company, at any time or
from time to time prior to 5:00 p.m., Eastern Daylight Savings time, on [See
Schedule Item 5] (the "Expiration Date"), [See Schedule Item 1] duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock, as
constituted on the date hereof (the "Common Stock"), of the Company at a
purchase price of $9.8874 per share (the "Warrant Price"), all subject to the
terms, conditions and adjustments set forth below in this Warrant.
1. EXERCISE OF WARRANT.
1.1 MANNER OF EXERCISE. This Warrant may be exercised by
the Holder, in whole or in part, during normal business hours on any Business
Day prior to the Expiration Date by surrender of this Warrant to the Company at
the principal executive office of the Company, accompanied by (i) a subscription
in the form of Schedule 1 hereto duly executed by such holder and (ii) by
payment in cash or by certified or official bank check payable to the order of
the Company or by wire transfer in the amount obtained by multiplying (a) the
number of shares of Common Stock (without giving effect to any adjustment
therein) designated in such subscription by (b) the Warrant Price.
1.2 WHEN EXERCISE EFFECTIVE. Each exercise of this
Warrant shall be deemed to have been effected immediately prior to the close of
business on the Business Day on which this Warrant shall have been surrendered
to the Company as provided in Section 1.1. At such time, the Person or Persons
in whose name or names any certificate or certificates for shares of Common
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Stock shall be issuable upon such exercise as provided in Section 1.3
shall be deemed to have become the stockholder(s) of record thereof.
1.3 DELIVERY OF STOCK CERTIFICATES, ETC. As soon as
practicable after the exercise of this Warrant, in whole or in part, and in any
event within five (5) Business Days thereafter, the Company at its expense
(including the payment by it of any applicable issuance taxes) will cause to be
issued to and delivered or registered in the name of the holder hereof or,
subject to Section 5, as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, the number of duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock to which such holder
shall be entitled upon such exercise plus, in lieu of any fractional share to
which such holder would otherwise be entitled, cash in an amount equal to the
same fraction of the Market Price per share on the Business Day next preceding
the date of such exercise. If the Company's transfer agent is participating in
the Depository Trust Company ("DTC") Fast Automated Securities Transfer program,
and so long as certificates issued pursuant the exercise hereof do not bear a
legend and the holder is not obligated to return such certificate for the
placement of a legend thereon, the Company shall cause its transfer agent to
electronically transmit the Warrant Shares so purchased to the holder by
crediting the account of the holder with DTC through its Deposit Withdrawal
Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a
DTC Transfer are not satisfied, the Company shall deliver to the holder physical
certificates representing the Warrant Shares so purchased. Further, the holder
may instruct the Company to deliver to the holder physical certificates
representing the Warrant Shares so purchased in lieu of delivering such shares
by way of DTC Transfer. Any certificates so delivered shall be in such
denominations as may be reasonably requested by the holder hereof, shall be
registered in the name of such holder and, following the date on which the
Warrant Shares have been registered for resale under the Securities Act pursuant
to that certain Registration Rights Agreement (the "Registration Rights
Agreement") dated [See Schedule Item 2], by and between the Company and the
other signatories thereto or otherwise may be sold by the holder pursuant to
Rule 144 promulgated under the Securities Act (or a successor rule), shall not
bear any restrictive legend. If this Warrant shall have been exercised only in
part, then the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the holder a new Warrant or Warrants of like tenor,
calling in the aggregate on the face or faces thereof for issuance of the number
of shares of Common Stock equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of such shares so designated by such holder upon such exercise
as provided in Section 1.1.
1.4 REPRESENTATIONS OF THE COMPANY.
The Company represents, warrants and acknowledges to the Holder that:
1.4.1 it is a corporation duly formed and validly
existing in the State of Delaware;
1.4.2 the Company will at all times reserve and
keep available, solely for issuance and delivery upon the exercise of
the Warrants, the number of shares of Common Stock (or Other
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Securities) from time to time issuable upon the exercise of all
Warrants at the time outstanding. All such securities shall be duly
authorized and, when issued upon such exercise, shall be validly issued
and, in the case of shares, fully paid and nonassessable with no
liability on the part of the holders thereof.
1.4.3 this Warrant has been duly authorized and
approved by all requisite action of the Company, and constitutes a
valid and binding agreement of the Company; and
1.4.4 when issued in accordance with the terms of
this Warrant, the shares of Common Stock covered by this Warrant will
be duly authorized and validly issued, fully paid and nonassessable.
2. ANTI-DILUTION PROVISIONS.
2.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATION.
2.1.1 TRIGGERING EVENTS. If at any time the
Company shall: (i) declare a dividend or otherwise make a distribution
to the holders of its Common Stock in the form of additional shares of
Common Stock into a larger number of shares of Common Stock, or (ii)
combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then the adjustments set forth in Sections
2.1.2 and 2.1.3 of this Section 2.1 shall be made to the number of
shares of Common Stock for which this Warrant is exercisable and to the
Warrant Price, respectively.
2.1.2 ADJUSTMENT TO NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANT IS EXERCISABLE. The number of shares of Common
Stock for which this Warrant is exercisable shall be adjusted to equal:
(i) the number of shares of Common Stock for which this Warrant is
exercisable immediately before the occurrence of any such event, (ii)
multiplied by a fraction, (A) the numerator of which is the total
number of shares of Common Stock outstanding immediately after the
occurrence of such event, and (B) the denominator of which is the total
number of shares of Common Stock outstanding immediately before the
occurrence of such event.
2.1.3 ADJUSTMENT TO WARRANT PRICE. The Warrant
Price shall be adjusted to equal: (i) the Warrant Price immediately
prior to the occurrence of any such event, (ii) multiplied by a
fraction, the numerator of which is the number of shares of Common
Stock for which this Warrant is exercisable immediately before such
event, and the denominator of which is the number of shares of Common
Stock for which this Warrant is exercisable immediately after the
adjustment.
2.1.4 EFFECTIVE DATE. Any adjustment under this
Section 2.1 shall become effective at the close of business on the date
the subdivision or combination becomes effective. Such adjustment shall
be made successively whenever such an event occurs.
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2.2 RECLASSIFICATION, EXCHANGE, AND SUBSTITUTION. If the
Common Stock issuable upon exercise of this Warrant shall be changed into the
same or a different number of shares of any other class or classes of stock or
other securities of the Company, including any such reclassification in
connection with a consolidation or merger in which the Company is the surviving
entity, whether by capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares provided for above), the Holder
shall, on its exercise, be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which the Holder would have
owned or been entitled to receive had such Warrant been exercised in full
immediately prior to the happening of such reclassification, exchange or
substitution for the same aggregate consideration. If the Company shall at any
time change its Common Stock into the same or a different number of shares of
any other class or classes of stock or other securities of the Company as set
forth in this Section 2.2, the Warrant Price then in effect immediately before
that reclassification, exchange or substitution shall be adjusted by multiplying
the Warrant Price by a fraction, the numerator of which shall be the number of
shares of Common Stock purchasable upon the exercise of this Warrant immediately
prior to such adjustment and the denominator of which shall be the number of
shares of Common Stock purchasable immediately thereafter. An adjustment made
pursuant to this Section 2.2 shall become effective immediately after the
effective date of such event. Such adjustment shall be made successively
whenever such an event occurs.
2.3 REORGANIZATION, MERGERS, CONSOLIDATIONS, OR SALES OF
ASSETS. In the event of a reorganization, merger or consolidation of the Company
with or into another entity, or the sale of substantially all of the Company's
properties and assets as, or substantially as, an entity to any other entity,
then, as part of such reorganization, merger, consolidation or sale, lawful
provision shall be made so that the Holder shall thereafter be entitled to
receive upon exercise of this Warrant, at any time prior to the Expiration Date
and upon payment of the Warrant Price then in effect, the number of shares of
Common Stock or Other Securities or property of the Company, or of the successor
corporation resulting from such merger or consolidation, to which the Holder
would have been entitled in such reorganization, merger, or consolidation or
sale if this Warrant had been exercised immediately before that reorganization,
merger, consolidation or sale. In any such case, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the reorganization, merger, consolidation or sale
to the end that the provisions of this Warrant (including adjustment of the
Warrant Price then in effect and number of shares of Common Stock purchasable
upon exercise of this Warrant) shall be applicable after that event, as near as
reasonably may be, in relation to any Common Stock or Warrants or other property
deliverable after that event upon exercise of this Warrant. The Company shall,
within thirty (30) days after making such adjustment, give written notice (by
first class mail, postage prepaid) to the Holder at the address of the Holder
shown on the Company's books. That notice shall set forth, in reasonable detail,
the event requiring the adjustment and the method by which the adjustment was
calculated and specify the Warrant Price then in effect after the adjustment and
the increased or decreased number of shares of Common Stock purchasable upon
exercise of this Warrant. When appropriate, that notice may be given in advance
and include as part of the notice required under other provisions of this
Warrant.
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2.4 DEFERRAL OF ADJUSTMENTS.
2.4.1 Notwithstanding any adjustments to the
Warrant Price required under this Section 2, no adjustment in the
number of shares of Common Stock purchasable hereunder shall be
required unless such adjustment would require an increase or decrease
of at least one percent (1%) in the Warrant Price in effect at the time
such adjustment is otherwise so required to be made; provided, however,
that any adjustments which by reason of this Section 2.4.1 are not
required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations shall be made to the
nearest .001 of a cent.
2.5 FORM OF WARRANT AFTER ADJUSTMENTS.
2.5.1 The form of this Warrant need not be changed
because of any adjustments in the Warrant Price or number or kind of
the shares of Common Stock purchasable pursuant to this Warrant, and
Warrants theretofore or hereunder issued may continue to express the
same price and number and kind of shares as are stated in this Warrant,
as initially issued; provided, however, that the Company may, at any
time in its sole discretion (which shall be conclusive), make any
change in the form of Warrant certificate that it may deem appropriate
and that does not affect the substance thereof. Any Warrant certificate
thereafter issued, whether upon registration of transfer of, or in
exchange or substitution for, an outstanding Warrant certificate may be
in the form so changed.
3. RESTRICTIONS ON TRANSFER.
3.1 RESTRICTIVE LEGENDS. Except as otherwise permitted by
this Section 3, each Warrant originally issued, each Warrant issued upon direct
or indirect transfer, each certificate for Common Stock (or Other Securities)
issued upon the exercise of any Warrant, and each certificate issued upon the
direct or indirect transfer of any such Common Stock (or Other Securities),
shall be stamped or otherwise imprinted with a legend in substantially the
following form, if applicable:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
EXEMPTION THEREFROM."
3.2 NOTICE OF PROPOSED TRANSFER: OPINIONS OF COUNSEL.
Prior to any transfer of any Restricted Securities which are not registered
under an effective registration statement under the Securities Act (other than a
transfer pursuant to Rule 144, Rule 144A or any comparable rule under such Act),
the holder thereof will give written notice to the Company of such holder's
intention to effect such transfer and to comply in all other respects with this
Section 3.2. Each such notice shall (a) describe the manner and circumstances of
the proposed transfer in sufficient detail to enable counsel to render the
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opinion referred to below, and (b) designate counsel for the holder giving such
notice, which counsel shall be reasonably satisfactory to the Company. The
holder giving such notice will submit a copy thereof to the counsel designated
in such notice. The following provisions shall then apply:
3.2.1 if in the written opinion of such counsel
for the holder, obtained at the holder's sole cost and expense and a
copy of which shall be delivered to the Company and shall be reasonably
satisfactory in form, scope and substance to the Company, the proposed
transfer may be effected without registration of such Restricted
Securities under the Securities Act or applicable state securities
laws, such holder shall thereupon be entitled to transfer such
Restricted Securities in accordance with the terms of the notice
delivered by such holder to the Company. Each Restricted Security or
certificate, if any, issued upon or in connection with such transfer
shall bear the appropriate restrictive legend set forth in Section 3.1
unless, in the opinion of such counsel, such legend is no longer
required to insure compliance with the Securities Act and applicable
state securities laws; and
3.2.2 if the opinion of such counsel rendered
pursuant to the foregoing subdivision 3.2.1 is not to the effect that
the proposed transfer may legally be effected without registration of
such Restricted Securities under the Securities Act or applicable state
securities laws (such opinion to state the basis of the legal
conclusions reached therein), such holder shall not be entitled to
transfer such Restricted Securities (other than a transfer pursuant to
Rule 144, Rule 144A or any comparable rule under the Securities Act)
until receipt by the Company of a further notice and a further opinion
of counsel for such holder to the effect stated in subdivision 3.2.1
above or until registration of such Restricted Securities under the
Securities Act and applicable state securities laws has become
effective.
3.3 TERMINATION OF RESTRICTIONS. The restrictions imposed
by this Section 3 upon the transferability of Restricted Securities shall cease
and terminate as to any particular Restricted Securities upon registration of
the Restricted Securities under the Securities Act or when, in the opinion of
counsel for the Company, such restrictions are no longer required in order to
ensure compliance with the Securities Act. Whenever such restrictions shall
terminate as to any Restricted Securities, the holder thereof shall be entitled
to receive from the Company, without expense (other than transfer taxes, if
any), new securities of like tenor not bearing the applicable legend set forth
in Section 3.1.
4. OWNERSHIP TRANSFER AND SUBSTITUTION OF WARRANTS.
4.1 OWNERSHIP OF WARRANTS. The Company, may treat the
Person in whose name any Warrant is registered on the register kept at the
principal executive office of the Company as the owner and holder thereof for
all purposes, notwithstanding any notice to the contrary, except that, if and
when any Warrant is properly assigned in blank, the Company may (but shall not
be obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary. Subject to Section 3, a
Warrant, if properly assigned, may be exercised by a new holder without first
having a new Warrant issued.
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5. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Business Day" shall mean any day other than a Saturday,
Sunday or any other day on which U.S. Federal Reserve member banks are not open
for business in Atlanta, Georgia.
"Commission" shall mean the Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act.
"Common Stock" shall mean, the Common Stock (or other equity
interest, however denominated) of the Company and any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.
"Company" shall have the meaning specified in the opening
paragraph of this Warrant, including any corporation which shall succeed to or
assume the obligations of the Company hereunder in compliance with Section 2.6.
"Confidential Information" shall mean information that is not
generally known to the public or that would constitute a trade secret under the
laws governing this Warrant, and is owned, developed or acquired by a party to
this Warrant including all software, programming, systems and use documentation,
technical information, technology, codes, information, designs, ideas,
inventions, data, data formats and files, and all copies and tangible
embodiments thereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
or any similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Holder" shall have the meaning specified in the opening
paragraph of this Warrant.
"Market Price" shall mean, per share of Common Stock which the
Holder shall be entitled to receive upon exercise thereof, on any date specified
herein, (a) the last sale price on such date of such Common Stock or, if no such
sale takes place on such date, the average of the closing bid and asked prices
thereof on such date, in each case as officially reported on the principal
national securities exchange on which such Common Stock is then listed or
admitted to trading, or (b) if such Common Stock is not then listed or admitted
to trading on any national securities exchange but is designated as a national
market system security by the National Association of Securities Dealers, Inc.,
the last trading price of such Common Stock on such date, or (c) if there shall
have been no trading on such date or if such Common Stock is not so designated,
the average of the reported closing bid and asked prices of such Common Stock on
such date as shown by NASDAQ and reported by any member firm of the New York
Stock Exchange selected by the Company, or (d) if neither (a), (b) nor (c) is
applicable, a price per share thereof equal to the fair value thereof determined
in good faith by a resolution of the Board of Directors of the Company as of a
date which is within 15 days of the date as of which the determination is to be
made.
"Original Issue Date" shall have the date this Warrant was
first issued.
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"Other Securities" shall mean any stock (other than Common
Stock) and other securities of the Company or any other Person (corporate or
otherwise) which the holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 2 or otherwise.
"Person" shall mean a corporation, an association, a
partnership, an organization or business, an individual, a government or
political subdivision thereof or a governmental agency.
"Restricted Securities" shall mean (a) any Warrants bearing
the applicable legend set forth in Section 3.1, (b) any shares of Common Stock
(or Other Securities) issued upon the exercise of Warrants which are evidenced
by a certificate or certificates bearing the applicable legend set forth in such
Section and (c) any shares of Common Stock (or Other Securities) issued
subsequent to the exercise of any of the Warrants as a dividend or other
distribution with respect to, or resulting from a subdivision of the outstanding
shares of Common Stock (or Other Securities) into a greater number of shares by
reclassification, stock splits or otherwise, or in exchange for or in
replacement of the Common Stock (or Other Securities) issued upon such exercise,
which are evidenced by a certificate or certificates bearing the applicable
legend set forth in such section.
"Securities Act" shall mean the Securities Act of 1933, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Warrants" shall have the meaning specified in the opening
paragraphs of this Warrant.
"Warrant Price" shall have the meaning specified in the
opening paragraph of this Warrant.
6. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in
this Warrant shall be construed as conferring upon Holder hereof any rights as a
stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on the Holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.
7. NOTICES. All notices and other communications provided for
herein shall be delivered or mailed by first class mail, postage prepaid,
addressed to:
if to the Holder:
[See Schedule Item 6]
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if to the Company:
Thomas H. Muller, Jr.
SpectRx, Inc.
6025A Unity Drive
Norcross, Georgia 30071
The address provided in this Section 7 may be modified by the Company
by providing the Holder notice in writing; provided, however, that the
exercise of any Warrant shall be effective in the manner provided in
Section 1.
8. MISCELLANEOUS. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. Any provision of this Warrant which shall be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the Company waives any provision of law which shall render
any provision hereof prohibited or unenforceable in any respect. This Warrant
shall be governed by the substantive laws of the State of Delaware without
reference to the choice of law rules thereof. The headings of this Warrant are
inserted for convenience only and shall not be deemed to constitute a part
hereof.
9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.
10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein is not a Business Day, then such action may be taken or such
right may be exercised on the next succeeding Business Day.
11. EXPIRATION. Subject to the provisions in Section 1.1 hereof,
the right to exercise this Warrant shall expire at 5:00 p.m., Eastern Daylight
Savings time, on [See Schedule Item 5].
SPECTRX, INC.
By: /s/ Thomas H. Muller, Jr.
---------------------------------------
Name: Thomas H. Muller, Jr.
---------------------------------
Title: Executive Vice President, Chief
Financial Officer and Secretary
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SCHEDULE 1
SUBSCRIPTION FORM
To: SPECTRX, INC.
The undersigned irrevocably elects to purchase _________ shares of
Common Stock of the Company by exercising the Warrant to which this form is
attached and tenders payment of the full Warrant Price with respect to such
shares of Common Stock. The undersigned requests that the certificates
representing the shares of Common Stock of the Company as to which the Warrant
is being exercised be registered as follows:
Name:
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Social Security or Employer Identification Number:
------------------------------
Address:
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Deliver to:
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Address:
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[ ] The undersigned requests that the Company cause its transfer
agent to electronically transmit the Common Stock issuable
pursuant to this Subscription Form to the account of the
undersigned or its nominee (which is _________________) with
DTC through its Deposit Withdrawal Agent Commission System
("DTC Transfer"), provided that such transfer agent
participates in the DTC Fast Automated Securities Transfer
program and the Common Stock issuable pursuant to this
Subscription Form may be issued without a restrictive legend
if permitted under the applicable securities laws.
[ ] In lieu of receiving the shares of Common Stock issuable
pursuant to this Subscription Form by way of DTC Transfer, the
undersigned hereby requests that the Company cause its
transfer agent to issue and deliver to the undersigned
physical certificates representing such shares of Common
Stock.
The undersigned represents and warrants that it is an accredited
investor within the meaning of Regulation D promulgated under the Securities Act
and is purchasing the Warrant Shares for his own account for investment, and not
with a view to, or for resale in connection with the distribution thereof, and
has no present intention of distributing or reselling any Warrant Shares, and in
making the foregoing representations, the undersigned is aware that he must
bear, and is able to bear, the economic risk of such investment for an
indefinite period of time. The undersigned agrees not to offer, sell, transfer
or otherwise dispose of any Common Stock obtained on exercise of this Warrant
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended.
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If the number of shares of Common Stock of the Company as to which the
Warrant is being exercised are fewer than all the shares of Common Stock of the
Company to which the Warrant relates, please issue a new Warrant for the balance
of such shares of Common Stock registered in the name of the undersigned and
deliver it to the undersigned at the following address:
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
Date: Signature
---------------------- -----------------------------------
(Signature must conform with the name of
the Holder as specified on the face of the
Warrant)
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Warrant Schedule
SPECTRX, INC.
Form of Common Stock Warrant
The following is a schedule of omitted information in the attached form of
warrant for each of the warrants being filed pursuant to Item 601(a),
Instruction 2 of Regulation S-K. The items below correspond to the omitted
portions of the warrants in brackets.
A. Common Stock Warrant for SAFECO Common Stock Trust -SAFECO Growth
Opportunities Fund.
Item 1 - Number of Shares: 172,200
Item 2 - Date: June 4, 2001
Item 3 - Warrant Number: 1
Item 4 - Warrant Holder: Coralbasin & Co.
Item 5 - Expiration Date: June 4, 2006
Item 6 - Holder Address: SAFECO Common Stock Trust -SAFECO Growth
Opportunities Fund
c/o SAFECO Corporation
Corporate Legal Department
SAFECO Plaza, T-18
Seattle, WA 98185
B. Common Stock Warrant for SAFECO Resource Series Trust - SAFECO RST
Growth Opportunities Fund.
Item 1 - Number of Shares: 92,800
Item 2 - Date: June 4, 2001
Item 3 - Warrant Number: 2
Item 4 - Warrant Holder: Coralrock & Co.
Item 5 - Expiration Date: June 4, 2006
Item 6 - Holder Address: SAFECO Resource Series Trust - SAFECO RST
Growth Opportunities Fund
c/o SAFECO Corporation
Corporate Legal Department
SAFECO Plaza, T-18
Seattle, WA 98185
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C. Common Stock Warrant for SAFECO Diversified Common Stock Portfolio.
Item 1 - Number of Shares: 35,000
Item 2 - Date: June 4, 2001
Item 3 - Warrant Number: 3
Item 4 - Warrant Holder: Mac & Co.
Item 5 - Expiration Date: June 4, 2006
Item 6 - Holder Address: SAFECO Diversified Common Stock Portfolio
c/o SAFECO Corporation
Corporate Legal Department
SAFECO Plaza, T-18
Seattle, WA 98185
D. Common Stock Warrant for Special Situations Fund III, L.P.
Item 1 - Number of Shares: 47,476
Item 2 - Date: June 13, 2001
Item 3 - Warrant Number: 4
Item 4 - Warrant Holder: Special Situations Fund III, L.P.
Item 5 - Expiration Date: June 13, 2006
Item 6 - Holder Address: Special Situations Fund III, L.P.
c/o Special Situations Fund
153 53rd Street
New York, New York 10022
E. Common Stock Warrant for Special Situations Private Equity Fund, L.P.
Item 1 - Number of Shares: 31,651
Item 2 - Date: June 13, 2001
Item 3 - Warrant Number: 5
Item 4 - Warrant Holder: Special Situations Private Equity Fund, L.P.
Item 5 - Expiration Date: June 13, 2006
Item 6 - Holder Address: Special Situations Private Equity Fund, L.P.
c/o Special Situations Fund
153 53rd Street
New York, New York 10022
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