Void after 5:00 p.m., Eastern Standard Time on July 20, 2012 UNIT PURCHASE WARRANT
Exhibit
10.18
NEITHER
THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED
OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.
Warrant
No. W-July07-______
Void
after 5:00 p.m., Eastern Standard Time on July 20, 2012
UNIT
PURCHASE WARRANT
DRTATTOFF,
LLC, a California limited liability company (the “Company”),
hereby certifies that, for value received,
▇▇▇▇
▇▇▇▇▇▇▇, located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ Beach, FL 32548 (the
“Warrant
Holder”)
is the
owner of the number of unit purchase warrants (“Warrants”)
which
entitles the holder thereof to purchase, at any time during the period
commencing on the Commencement Date (as defined herein) and ending on the
Expiration Date (as defined herein), One Thousand One Hundred Twelve (1112)
fully paid and non-assessable units of Membership Interest (as defined in the
Company's Operating Agreement dated as of July 5, 2005, as amended to date
(the
"Operating Agreement")) in the Company (each a "Unit"), each representing a
Percentage Interest (as defined in the Operating Agreement) equal to 0.0009890%
on a fully-diluted basis as of the date hereof at a purchase price equal to
the
Exercise Price (as defined below) in lawful money of the United States of
America in cash, subject to adjustment as hereinafter provided. Each Unit shall
include the right to receive allocations of Net Profits and Net Losses and
distributions from the Company. For the avoidance of doubt, the securities
which
the Warrant Holder is permitted to purchase hereunder (whether prior to or
after
adjustment of the Warrant Units or securities to which this Warrant applies)
shall be equal to 1.0998% of the total equity securities of the Company on
a
fully-diluted basis as of the date hereof.
1. WARRANT;
EXERCISE PRICE.
1.1 This
Warrant is issued pursuant to a Subscription Agreement dated as of the date
hereof, by and among the Company and the Warrant Holder (the “Subscription
Agreement”).
1.2 Each
Warrant shall entitle the Warrant Holder to purchase one Unit (individually,
a
“Warrant
Unit”
severally, the “Warrant
Units”).
Each
Warrant Unit shall provide the holder of such Unit with a capital account
balance equal to the exercise price paid for such Warrant Unit.
1.3 The
purchase price payable upon exercise of each Warrant (the “Exercise
Price”)
shall
be (i) in the event that the Company completes a merger of the Company with
and
into Lifesciences Opportunities, Inc. (the "Merger"), (A) the actual exercise
price for a Warrant issued in the Company's next equity financing (whether
completed before, after or contemporaneously with the Merger), subject to any
adjustments pursuant to Section 8 to make such Warrant equivalent to the
Warrants hereunder, (B) if no Warrant is offered in the next equity financing
(whether completed before, after or contemporaneously with the Merger), then
in
such event only, the purchase price per security which the Warrant Holder is
entitled to purchase upon the exercise of this Warrant will be equal to the
actual purchase price paid for each such security in the next equity financing,
or (C) if no such financing is completed by the Company after the Merger, then
the purchase price per security which the Warrant Holder is entitled to purchase
shall be equal to (1) the Exercise Price identified in (ii) below (as adjusted
by the provisions of Article 8), divided by (2) the number of shares or other
securities issuable or exchangeable for each Warrant through the Merger) or
(ii)
if the Warrant is exercised prior to the Merger, then the exercise price shall
be $92.72 per Unit, subject to any adjustments pursuant to Section 8.
Notwithstanding the foregoing, the Exercise Price and number of Warrant Units
purchasable pursuant to each Warrant are subject to adjustment as provided
in
Section 8.
2. EXERCISE
OF WARRANT; EXPIRATION DATE.
2.1 This
Warrant is exercisable at any time and from time to time commencing the date
hereof (“Commencement
Date”)
and
ending at 5:00 p.m., Eastern Time on June 15, 2012 (the “Expiration
Date”),
in
whole or from time to time in part, at the option of the Warrant Holder, upon
surrender of this Warrant to the Company together with a duly completed Notice
of Exercise in the form attached hereto and payment of an amount equal to the
then applicable Exercise Price multiplied by the number of Warrant Units then
being purchased upon such exercise.
2.2 Each
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 2.1. At such time, the person
or persons in whose name or names any certificates for Warrant Units shall
be
issuable upon such exercise as provided in Section 2.3 below shall be deemed
to
have become the holder or holders of record of the Warrant Units represented
by
such certificates.
2.3 Within
three business days after the exercise of the purchase right represented by
this
Warrant, the Company at its expense will use its reasonable best efforts to
cause to be issued in the name of, and delivered to, the Warrant Holder, or,
subject to the terms and conditions hereof, to such other individual or entity
as such Warrant Holder (upon payment by such Warrant Holder of any applicable
transfer taxes) may direct:
2
(a) a
certificate or certificates for the number of full Warrant Units to which such
Warrant Holder shall be entitled upon such exercise , and
(b) in
case
such exercise is in part only, a new Warrant or Warrants (dated the date hereof)
of like tenor, stating on the face or faces thereof the number of Units
currently stated on the face of this Warrant minus the number of such Units
purchased by the Warrant Holder upon such exercise as provided in Section 2.2
(in each case prior to any adjustments made thereto pursuant to the provisions
of this Warrant).
3. REGISTRATION
AND TRANSFER ON COMPANY BOOKS.
3.1 The
Company (or an agent of the Company) will maintain a register containing the
names and addresses of the Warrant Holders. Any Warrant Holder may change its,
his or her address as shown on the warrant register by written notice to the
Company requesting such change.
3.2 The
Company shall register upon its books any transfer of a Warrant upon surrender
of same as provided in Section 5.
4. RESERVATION
OF UNITS.
The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such Warrant Units and other stock,
securities and property, as from time to time shall be issuable upon the
exercise of this Warrant. As
long
as the Warrant shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Warrant Units issuable upon exercise of the
Warrants to be listed (subject to official notice of issuance) on each Exchange
(or, if applicable on Nasdaq, NASD OTC Bulletin Board or Pink Sheets, LLC or
any
successor electronic quotation service and trading market) on which the
Company's Membership Interests are then listed and/or quoted, if
any.
5. EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANTS.
This
Warrant is exchangeable, without expense, at the option of the Warrant Holder,
upon presentation and surrender hereof to the Company for other warrants of
different denominations entitling the holder thereof to purchase in the
aggregate the same number of Units purchasable hereunder. Subject to the terms
of Sections 6 and 7, upon surrender of this Warrant to the Company at its
principal office or at the office of its transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment
and
this Warrant shall be promptly canceled. Subject to the terms of Sections 6
and
7, this Warrant may be divided or combined with other warrants which carry
the
same rights upon presentation hereof at the principal office of the Company
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Warrant Holder hereof. The
term
“Warrant” as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of reasonable evidence of
the
ownership of and the loss, theft, destruction or mutilation of this Warrant
and,
in the case of loss, theft or destruction, of indemnity reasonably satisfactory
to the Company, or, in the case of mutilation, upon surrender and cancellation
of the mutilated Warrant, the Company shall execute and deliver in lieu thereof
a new Warrant of like tenor and date representing an equal number of Warrants.
3
6. LIMITATION
ON EXERCISE AND SALES.
(a)
Each
holder of this Warrant acknowledges that this Warrant and the Warrant Units
have
not been registered under the Securities Act, as of the date of issuance hereof.
This Warrant only may be transferred in compliance with this Section 6 and
Section 7. The Company shall be under no obligation to issue the Units covered
by such exercise unless and until the Warrant Holder shall have executed the
form of exercise annexed hereto that states that at the time of such exercise
that it is then an “accredited investor” within the meaning of Rule 501 of
Regulation D, is acquiring such Units for its own account, and will not transfer
the Warrant Units unless pursuant to an effective and current registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act and any other applicable restrictions, in
which event the Warrant Holder shall be bound by the provisions of a legend
or
legends to such effect that shall be endorsed upon the certificate(s)
representing the Warrant Units issued pursuant to such exercise. In such event,
the Warrant Units issued upon exercise hereof shall be imprinted with a legend
in substantially the form provided in Section 7(b).
(b) Warrant
Holder represents and warrants that it is acquiring this Warrant for its own
account, for purposes of investment, and not with a view to, or for sale in
connection with, any distribution thereof within the meaning of the Securities
Act and the rules and regulations promulgated thereunder. Warrant Holder
represents, warrants and agrees that it will not sell, exercise, transfer or
otherwise dispose of this Warrant (or any interest therein) or any of the Units
purchasable upon exercise hereof, except pursuant to (i) an effective
registration statement under the Securities Act and applicable state securities
laws or (ii) an opinion of counsel, satisfactory to Company, that an exemption
from registration under the Securities Act and such laws is available. Warrant
Holder further acknowledges and agrees that Company is not required, legally
or
contractually, so to register or qualify the Warrant or such Units or to take
any action to make such an exemption available. Warrant Holder understands
that
Company will be relying upon the truth and accuracy of the representations
and
warranties contained in this Section 6 in issuing this Warrant and such Units
without first registering the issuance thereof under the Securities Act or
qualifying or registering the issuance thereof under any state securities laws
that may be applicable.
(c) Warrant
Holder acknowledges that (i) there is not now, and there may not be in the
future, any public market for the Warrant, (ii) although there currently is
not
a public trading market for the Units, there can be no assurance that any such
market will be created and sustained, and (iii) there can be no assurance that
Warrant Holder will be able to liquidate its investment in Company. Warrant
Holder represents and warrants that it is familiar with and understands the
terms and conditions of Rule 144 promulgated under the Securities
Act.
(d)
Warrant
Holder represents and warrants to Company that (i) it has such knowledge and
experience in financial and business matters as is necessary to enable it to
evaluate the merits and risks of any investments in Company and is not utilizing
any other person to be a purchaser representative in connection with evaluation
of such merits and risks; and (ii) it has no need for liquidity in an investment
in Company and is able to bear the risk of that investment for an indefinite
period and to afford a complete loss thereof.
4
(e) Warrant
Holder represents and warrants that it has had access to, and has been furnished
with, all of the information it has requested from Company and has had an
opportunity to review the books and records of Company and to discuss with
management and members of the board of directors of Company the business and
financial affairs of Company.
(f)
Warrant
Holder agrees that at the time of each exercise of this Warrant, unless the
issuance of Units issuable thereupon is pursuant to an effective registration
statement under the Securities Act and under applicable state blue sky laws,
Warrant Holder will provide Company with a letter embodying the representations
and warranties set forth in subsections (b) through (e), in form and substance
reasonably satisfactory to Company, and agrees that the certificate(s)
representing any shares issued to it upon any exercise of this Warrant may
bear
such restrictive legend as Company may deem necessary to reflect the restricted
status of such shares under the Securities Act unless Company shall have
received from Warrant Holder an opinion of counsel to Warrant Holder, reasonably
satisfactory in form and substance to Company and its counsel, that such
restrictive legend is not required.
7. TRANSFER
RESTRICTIONS.
(a) If,
at the
time
of
the surrender of this Warrant in connection with any transfer of this Warrant,
the transfer of this Warrant shall not be registered pursuant to an effective
registration
statement under the Securities Act
and
under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer (i) that the Warrant Holder or transferee
of
this Warrant, as the case may be, furnish to the Company a written opinion
of
counsel (which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions and reasonably satisfactory
to
counsel for the Company) to the effect that such transfer may be made
without
registration under the
Securities Act and under applicable state securities or blue sky laws, (ii)
that
the holder or transferee execute and deliver to the Company an investment letter
in form and substance acceptable to the Company, (iii) that transferee agree
in
writing with the Company to be bound by the terms and conditions of this Warrant
applicable to the Warrant Holder and (iv) that the transferee be an “accredited
investor” as defined in Regulation D promulgated under the Securities
Act.
(b) The
Units
issuable on the exercise of the Warrant shall bear the following
legend:
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
5
(c) The
Holder acknowledges that the Warrant Units acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.
8. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF UNITS DELIVERABLE.
The
Exercise Price and the number of Warrant Units purchasable pursuant to each
Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 8:
(a) In
case,
prior to the expiration of this Warrant by exercise or by its terms, the Company
shall issue any additional units of Membership Interest as a dividend or
subdivide the number of outstanding Units into a greater number of units of
Membership Interest, then in either of such cases, the then applicable Exercise
Price per Warrant Unit purchasable pursuant to this Warrant in effect at the
time of such action shall be proportionately reduced and the number of Warrant
Units at that time purchasable pursuant to this Warrant shall be proportionately
increased; and conversely, in the event the Company shall reduce the number
of
outstanding units of Membership Interest by combining such units into a smaller
number of units of Membership Interest then, in such case, the then applicable
Exercise Price per Warrant Unit purchasable pursuant to this Warrant in effect
at the time of such action shall be proportionately increased and the number
of
Warrant Units at that time purchasable pursuant to this Warrant shall be
proportionately decreased. If the Company shall, at any time during the life
of
this Warrant, declare a dividend payable in cash on its Membership Interest
and
shall at substantially the same time offer to its stockholders a right to
purchase new units of Membership Interest from the proceeds of such dividend
or
for an amount substantially equal to the dividend, all units of Membership
Interest so issued shall, for the purpose of this Warrant, be deemed to have
been issued as a dividend. Any dividend paid or distributed upon the Membership
Interests in units of any other class of securities convertible into units
of
Membership Interest shall be treated as a dividend paid in units of Membership
Interest to the extent that units of Membership Interest are issuable upon
conversion thereof.
(b) In
case,
prior to the expiration of this Warrant by exercise or by its terms, the Company
shall be recapitalized by reclassifying its outstanding units of Membership
Interest, (or the Company or a successor corporation shall consolidate or merge
with or convey all or substantially all of its or of any successor corporation’s
property and assets to any other corporation or corporations (any such other
corporations being included within the meaning of the term “successor
corporation” hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or substantially all of
the
property of any such other corporation to, another corporation or corporations),
then, as a condition of such recapitalization, consolidation, merger or
conveyance, lawful and adequate provision shall be made whereby the holder
of
this Warrant shall thereafter have the right to purchase, upon the basis and
on
the terms and conditions specified in this Warrant, in lieu of the Warrant
Units
theretofore purchasable upon the exercise of this Warrant, such shares of stock,
securities or assets, as may be issued or payable with respect to, or in
exchange for, the number of Warrant Units theretofore purchasable upon the
exercise of this Warrant had such recapitalization, consolidation, merger,
or
conveyance not taken place, and the exercise price for which shall have been
appropriately adjusted to reflect the number of securities which the Warrant
Holder is entitled to purchase in exchange for such Warrant; and in any such
event, the rights of the Warrant Holder to any adjustment in the number of
Warrant Units purchasable upon the exercise of this Warrant, as herein provided,
shall continue and be preserved in respect of any stock which the Warrant Holder
becomes entitled to purchase.
6
(c) In
case
the Company at any time while this Warrant shall remain unexpired and
unexercised shall sell all or substantially all of its property or dissolve,
liquidate, or wind up its affairs, lawful provision shall be made as part of
the
terms of any such sale, dissolution, liquidation or winding up, so that the
holder of this Warrant may thereafter receive upon exercise hereof in lieu
of
each Warrant Unit that it would have been entitled to receive, the same kind
and
amount of any securities or assets as may be issuable, distributable or payable
upon any such sale, dissolution, liquidation or winding up with respect to
each
Unit of the Company, provided, however, that in any case of any such sale or
of
dissolution, liquidation or winding up, the right to exercise this Warrant
shall
terminate on a date fixed by the Company; such date so fixed to be not earlier
than 5:00 p.m., Eastern Time, on the forty-fifth day next succeeding the date
on
which notice of such termination of the right to exercise this Warrant has
been
given by mail to the registered holder of this Warrant at its address as it
appears on the books of the Company.
9. VOLUNTARY
ADJUSTMENT BY THE COMPANY.
The
Company may, at its option, at any time during the term of the Warrants, reduce
the then current Exercise Price to any amount deemed appropriate by the Managing
Members of the Company and/or extend the date of the expiration of the Warrants.
10. RIGHTS
OF THE HOLDER.
The
Warrant Holder shall not, by virtue hereof, be entitled to any rights of a
member in the Company, either at law or equity, and the rights of the Warrant
Holder are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein. This Warrant does
not
entitle the Holder to any voting rights or other rights as a member of the
Company prior to the Exercise Date and then only with respect to the Warrant
Units to be issued with respect thereto.
11. NOTICES
OF RECORD DATE.
In
case:
(a) the
Company shall take a record of the holders of its Units (or other stock or
securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any
Membership Interests or any other securities, or to receive any other right,
or
(b) of
any
capital reorganization of the Company, any reclassification of the equity
capital of the Company, any consolidation or merger of the Company with or
into
a corporation or other entity (other than a consolidation or merger in which
the
Company is the surviving entity), or any transfer of all or substantially all
of
the assets of the Company, or
7
(c) of
the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then,
and
in each such case, the Company will mail or cause to be mailed to the Warrant
Holder a notice specifying, as the case may be, (i) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is
to
take place, and the time, if any is to be fixed, as of which the holders of
record of Units (or such other stock or securities at the time deliverable
upon
the exercise of this Warrant) shall be entitled to exchange their Units (or
such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be mailed at least
ten
days prior to the record date or effective date for the event specified in
such
notice, provided that the failure to mail such notice shall not affect the
legality or validity of any such action.
12. SUCCESSORS.
The
rights and obligations of the parties to this Warrant will inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
successors, assigns, pledgees, transferees and purchasers.
13. CHANGE
OR WAIVER.
Any
term of this Warrant may be changed or waived only by an instrument in writing
signed by the party against whom enforcement of the change or waiver is sought.
14. HEADINGS.
The
headings in this Warrant are for purposes of reference only and shall not limit
or otherwise affect the meaning of any provision of this Warrant. Wherever
possible, each provision of this Warrant shall be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.
15. Governing
Law.
This
Warrrant shall be governed by and construed in accordance with the laws of
the
State of California. Any action or litigation brought by either party against
the other concerning the transactions contemplated by this Warrant shall be
brought only in the state courts or in the federal courts located in the state
of California prevailing party shall be entitled to recover from the other
party
its reasonable attorney’s fees and costs.
16. MAILING
OF NOTICES, ETC.
All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given one (1) business day after
delivery to an overnight carrier with instructions to deliver to the applicable
8
address
set forth below, or, if sent by facsimile, upon receipt of a confirmation of
delivery:
|
Registered
Holder:
|
To
his or her last known address as indicated on the Company’s books and
records.
|
|
The
Company:
|
DrTattoff,
LLC
|
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇,
|
|
|
Beverly
Hills CA 90211
|
|
|
Attention:
▇▇▇▇▇ ▇▇▇▇▇, President
|
|
|
Fax:
▇▇▇-▇▇▇-▇▇▇▇
|
[Signature
Page Follows]
9
IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer as of July __, 2007
|
DRTATTOFF,
LLC
|
|
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇
|
|
Title:
|
CEO
|
10
Notice
of Exercise
To
Be
Executed by the Warrant Holder
In
Order
to Exercise Warrants
TO:
Dr.
▇▇▇▇▇▇▇, LLC
The
undersigned hereby: (1) irrevocably subscribes for and offers to purchase
_______ Units (“Units”),
of
DrTattoff, LLC, pursuant to Warrant No. ___ heretofore issued to
___________________ on July 20, 2007 and (2) encloses a cash payment of
$__________ representing the aggregate exercise price for such Unitss.
The
undersigned hereby represents and warrants to the Company that it is an
“Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”),
and
is acquiring these securities for its own account and not with a view to, or
for
sale in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same. The undersigned further
represents that it does not have any contract, agreement, understanding or
arrangement with any person to sell, transfer or grant the Units issuable under
this Warrant. The undersigned understands that the shares it will be receiving
are “restricted securities” under Federal securities laws inasmuch as they are
being acquired from DrTattoff, LLC, in transactions not including any public
offering and that under such laws, such shares may only be sold pursuant to
an
effective and current registration statement under the Securities Act or an
exemption from the registration requirements of the Securities Act and any
other
applicable restrictions, in which event a legend or legends will be placed
upon
the certificate(s) representing the Units issuable under this Warrant denoting
such restrictions. The undersigned understands and acknowledges that the Company
will rely on the accuracy of these representations and warranties in issuing
the
securities underlying the Warrant.
[warrant
notice of exercise signature page to follow]
11
Exhibit
10.18
[warrant
notice of exercise signature page]
|
Date:
|
|
|
Warrant
Holder Name:
|
|
|
Taxpayer Identification Number:
|
|
|
By:
|
|
|
Printed
Name:
|
|
|
Title:
|
|
|
Address:
|
Note:
The
above signature should correspond exactly with the name on the face of this
Warrant or with the name of assignee appearing in assignment form below.
AND,
if
said number of shares shall be less than the total number of shares purchasable
under the Warrant, a new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder less any fraction
of a share paid in cash and delivered to the address stated
above.
ASSIGNMENT
FORM
To
be
executed by the Warrant Holder
In
order
to Assign Warrants
FOR
VALUE
RECEIVED,____________________________________ hereby sell, assigns and transfer
unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(Please
print or type name and address)
______________________
of the Warrants represented by this Warrant, and hereby irrevocably constitutes
and appoints ________________________ Attorney to transfer this Warrant on
the
books of the Company, with full power of substitution in the
premises.
|
Dated:______________________
|
|
|
(Signature
of Registered Holder)
|
In
addition to executing this Assignment Form, the Warrant Holder and the
transferee must comply with the other requirements for transfer set forth in
Sections 6 and 7 of the Warrant.
CERTIFICATION
OF STATUS OF TRANSFEREE
TO
BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The
undersigned transferee hereby certifies to the registered holder of this Warrant
and to DR. TATTOFF, LLC that the transferee is an “accredited investor” within
the meaning of Rule 501 of Regulation D promulgated under the Securities Act
of
1933, as amended.
|
(Signature
of Transferee)
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13