Exhibit 10.3 Warrant Agreement with ▇▇▇▇ ▇▇▇▇▇▇ Associates, LP
WARRANT AGREEMENT
THIS WARRANT AGREEMENT CERTIFIES THAT ▇▇▇▇ ▇▇▇▇▇▇ ASSOCIATES L.P. (THE
"HOLDER"), IS THE OWNER OF 500,000 WARRANTS (SUBJECT TO ADJUSTMENT AS PROVIDED
HEREIN), EACH OF WHICH REPRESENT THE RIGHT TO SUBSCRIBE FOR AND PURCHASE FROM
MIV THERAPEUTICS, INC., A NEVADA CORPORATION (THE "COMPANY"), ONE SHARE OF THE
COMPANY'S COMMON STOCK, $.001 PAR VALUE, (SUCH COMMON STOCK, INCLUDING ANY STOCK
INTO WHICH IT MAY BE CHANGED, RECLASSIFIED OR CONVERTED, IS HEREIN REFERRED TO
AS THE "COMMON STOCK") ("WARRANTS") AT THE PURCHASE PRICE OF $.40 PER SHARE
(SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN) (THE "EXERCISE PRICE").
THE SECURITIES REPRESENTED BY THIS AGREEMENT ARE OFFERED FOR INVESTMENT ONLY AND
HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF
1933, AS AMENDED ("ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION, SPECIFIED IN SECTION 4(2) OF THE ACT AND RULE 506
OF REGULATION D PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER AGENT
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT THAT
SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER; OR THE SUBMISSION TO THE
COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO
THE COMPANY OR ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT
BE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED PURSUANT THERETO.
The Warrants are subject to the following provisions, terms and conditions:
1. EXERCISE OF WARRANTS
EXERCISE OF WARRANTS. The Warrants may be exercised by the Holder, in whole or
in part (but not as to a fractional share of Common Stock), by surrender of this
Warrant Agreement at the principal office of the Company located at ▇-▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (or such other office or agency of the
Company as may be designated by notice in writing to the Holder at the address
of the Holder appearing on the books and records of the Company), with the
appropriate form attached hereto duly exercised, at any time within the period
beginning on the date of this Warrant Agreement, which is specified immediately
above the signature lines of this Warrant Agreement ("Effective Date") and
ending on that date exactly five (5) years from the Effective Date (the
"Exercise Period") and by payment to the Company by certified check or bank
draft of the purchase price for such shares of the Common Stock. The Company
agrees that the shares of Common Stock so purchased shall be deemed to be issued
to the Holder as the record owner of such shares of Common Stock as of the close
of business on the date on which this Warrant Agreement shall have been
surrendered and payment made for such shares of Common Stock. Certificates
representing the shares of Common Stock so purchased, together with any cash for
fractional shares of Common Stock paid pursuant to Section 2E of this Warrant
Agreement, shall be delivered to the Holder promptly and in no event later than
ten (10) days after the Warrants shall have been so exercised.
2. ADJUSTMENTS
A. ADJUSTMENTS. The Exercise Price and the number of shares of Common Stock
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time, as follows:
(1) STOCK DIVIDENDS; STOCK SPLITS; REVERSE STOCK SPLITS; AND
RECLASSIFICATIONS. In the event that the Company shall (a) pay
a dividend with respect to its capital stock in shares of
Common Stock, (b) subdivide its issued and outstanding shares
of Common Stock, (c) combine its issued and outstanding shares
of common stock into a smaller number of shares of any class
of Common Stock or (d) issue any shares of its capital stock
in a reclassification of the Common Stock (including any such
reclassification in connection with a merger, consolidation or
other business combination in which the Company is the
continuing corporation) (any one of which actions is herein
referred to as an "Adjustment Event"), the number of shares of
Common Stock purchasable upon exercise of each Warrant
immediately prior to the record date for such Adjustment Event
shall be adjusted so that the Holder shall thereafter be
entitled to receive the number of shares of Common Stock or
other securities of the Company (such other securities
thereafter enjoying the rights of shares of Common Stock
pursuant to this Warrant Agreement) that the Holder would have
owned or have been entitled to receive after the happening of
such Adjustment Event, had such Warrant been exercised
immediately prior to the happening of such Adjustment Event or
any record date with respect thereto. An adjustment made
pursuant to this Section 2A(1) shall become effective
immediately after the effective date of such Adjustment Event
retroactive to the record date, if any, for such Adjustment
Event.
(2) DISTRIBUTIONS OF SUBSCRIPTION RIGHTS OR CONVERTIBLE
SECURITIES. In the event that the Company shall specify a
record date for the making of a distribution to all holders of
shares of Common Stock or rights, options, warrants or
convertible or exchangeable securities which have the right to
subscribe for or purchase shares of Common Stock (excluding
those referred to in Section 2A(5) below), then in each such
event the number of shares of Common Stock purchasable after
such record date upon the exercise of each Warrant shall be
determined by multiplying the number of shares of Common Stock
purchasable upon the exercise of each Warrant immediately
prior to such record date by a fraction, the numerator of
which shall be the then Current Market Value (as defined in
Section 2A(3) below) of one share of Common Stock on the
record date for such distribution and the denominator of which
shall be the then Current Market Value of one share of Common
Stock on the record date for such distribution less the then
fair value (as determined by the Independent Financial Expert
(as defined in Section 2A(3) below)), of such rights, options
or warrants, or of such convertible or exchangeable securities
distributed with respect to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is
made and shall become effective on the date of distribution
retroactive to the record date for the determination of
stockholders entitled to receive such distribution.
(3) CURRENT MARKET VALUE. For the purpose of any computation
pursuant to this Section 2, the Current Market Value of one
share of Common Stock or of any other security (herein,
collectively, referred to as a "security") at the date herein
specified shall be (a) if the Company does not have a class of
equity securities registered pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), the value of the
security (i) determined in good faith in the most recently
completed arms-length transaction between the Company and a
third party who is not an affiliate of the Company in which
such determination is necessary and the closing of which
occurs on such date or shall have occurred within the six (6)
months preceding such date; provided, however, that the Board
of Directors of the Company shall in good faith determine that
any such value represents a reasonable estimate of the fair
value of a share of Common Stock as of such date, (ii) if no
such transaction shall have occurred on such date or within
such six-month period, most recently determined as of a date
within the six (6) months preceding such date by an
Independent Financial Expert (in the event of more than one
such determination, the determination for the later date shall
be used) or (iii) if no such determination shall have been
made within such six month period, determined as of such date
by an Independent Financial Expert, or (b) if the Company does
have a class of equity securities registered pursuant to the
Exchange Act, deemed to be the average of the daily market
prices of the security for five trading days before such date
or, if the Company has had a class of equity securities
registered pursuant to the Exchange Act for less than five (5)
trading days before such date, then the average of the daily
market prices for all of the trading days before such date for
which daily market prices are available. For purposes of this
Section 2, an "affiliate" of a person shall mean any other
person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under
common control with, such person. For purposes of this
definition, "control" means the power to direct the management
and policies of a person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise.
The market price for each such business day shall be (a) in
the event of a security listed or admitted to trading on any
securities exchange, the closing price, regular way, on such
day, or if no sale takes place on such day, the average of the
closing bid and asked prices on such day; (b) in the event of
a security not then listed or admitted to trading on any
securities exchange, the last reported sale price on such day,
or if no sale takes place on such day, the average of the
closing bid and asked prices on such day, as reported by a
reputable quotation source designated by the Company; (c) in
the event of a security not then listed or admitted to trading
on any security exchange and as to which no such reported sale
price or bid and asked prices are available, the average of
the reported high bid and low asked prices on such day, as
reported by a reputable quotation service, or a newspaper of
general circulation in the City of Los Angeles, State of
California, customarily published on each business day,
designated by the Company, or if there shall be no bid and
asked prices on such day, the average of the high bid and low
asked prices, as so reported, on the most recent day (not more
than five days prior to the date in question) for which prices
have been so reported; and (d) if there are no bid and asked
prices reported during the five days prior to the date in
question, the Current Market Value of the security shall be
determined as if the Company did not have a class of equity
securities registered pursuant to the Exchange Act.
For purposes of this Section 2A(3), an "Independent Financial
Expert" shall mean a nationally recognized investment banking
firm (a) which does not (and whose directors, officers,
employees and affiliates do not), have a direct or indirect
financial interest in the Company (other than the beneficial
ownership, directly or indirectly, of less than three percent
(3%) of the outstanding shares of capital stock of the
Company); (b) which has not been, and, at the time it is
requested to give independent financial advice to the Company,
is not (and none of whose directors, officers, employees or
affiliates is) a promoter, director or officer of the Company
or any of its affiliates or an underwriter with respect to any
of the Company's securities; (c) which does not provide any
advice or opinions to the Company, except as an Independent
Financial Expert; and (d) which is mutually agreeable to the
Company and the Holder. If the Company and the Holder do not
promptly agree as to the Independent Financial Expert, each
shall appoint one investment banking firm and the two firms so
appointed shall select the Independent Financial Expert to be
employed by the Company. An Independent Financial Expert may
be compensated by the Company for opinions or services it
provides as an Independent Financial Expert. In making its
determination of the value of the Common Stock, the
Independent Financial Expert shall use one or more valuation
methods that the Independent Financial Expert, in its best
professional judgment, determines to be most appropriate.
After the Independent Financial Expert has made its
determination, the Company shall cause the Independent
Financial Expert to prepare a report (a "Value Report")
specifying the methods of valuation considered or used and the
value of the Common Stock or other security it values and
containing a statement as to the nature and scope of the
examination made. The Value Report shall accompany any
Adjustment Notice (as defined in Section 2B of this Warrant
Agreement) sent by the Company to the Holder pursuant to
Section 2B of this Warrant Agreement; provided, however, that
the adjustment to the Exercise Price that is the subject of
such Adjustment Notice requires the services of an Independent
Financial Expert.
(4) ADJUSTMENT OF EXERCISE PRICE. Whenever the number of shares of
Common Stock purchasable upon the exercise of each Warrant is
adjusted pursuant to Sections 2A(1) or 2A(2) of this Warrant
Agreement, the Exercise Price for each share of Common Stock
payable upon exercise of each Warrant shall be adjusted by
multiplying such Exercise Price immediately prior to such
adjustment by a fraction, the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise
of each Warrant immediately prior to such adjustment, and the
denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.
(5) ISSUANCE OF COMMON STOCK TO STOCKHOLDERS AT LESS THAN CURRENT
MARKET VALUE. In the event that the Company sells and issues
to a stockholder of the Company or to any affiliate of such
stockholder shares of any common stock, or rights, options,
warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase shares of Common Stock
(excluding (a) shares, rights, options, warrants or
convertible or exchangeable securities issued in any of the
transactions described in Sections 2A(1) and 2A(2) above, (b)
the Warrants and any shares of Common Stock issuable upon
exercise thereof, (c) shares of Common Stock or other
securities, or options or rights in respect thereof, issued to
full-time employees of the Company or its subsidiaries in the
ordinary course of business as compensation for services
rendered or to be rendered or as part of an employee incentive
program and (d) shares of Common Stock or other securities
issued upon exercise, conversion or exchange of rights,
options, warrants or convertible or exchangeable securities
issued in any of the transactions described in Sections 2A(1)
and 2A(2) above or in a transaction with respect to which no
adjustment was required pursuant to this Section 2A (but
including shares, rights, options, warrants or convertible or
exchangeable securities issued as consideration in any merger,
consolidation or other business combination)) at a price per
share of Common Stock (determined, in the event of such
rights, options, warrants or convertible or exchangeable
securities, by dividing (i) the total amount receivable by the
Company in consideration of the sale and issuance of such
rights, options, warrants or convertible or exchangeable
securities (which amount may be zero if such rights, options,
warrants or convertible or exchangeable securities are issued
without consideration), plus the total consideration payable
to the Company upon exercise, conversion or exchange thereof,
by (ii) the total number of shares of Common Stock
contemplated by such rights, opinions, warrants or convertible
or exchangeable securities) that is less than the then Current
Market Value per share of such Common Stock (as determined by
the Independent Financial Expert in accordance with Section
2A(3) above) in effect immediately prior to such sale and
issuance, then the Exercise Price shall be adjusted
(calculated to the nearest $0.01) so that the Exercise Price
shall equal the price determined by multiplying the Exercise
Price in effect immediately prior thereto by a fraction, the
numerator of which shall be an amount equal to the sum of (i)
the number of shares of Common Stock outstanding immediately
prior to such sale and issuance plus (ii) the number of shares
of Common Stock which the aggregate consideration received
(determined as provided below) for such sale or issuance would
purchase at such Current Market Value per share, and the
denominator of which shall be the total number of shares of
Common Stock outstanding (determined as provided below)
immediately after such sale and issuance. Such adjustment
shall be made successively whenever such an issuance is made.
Upon the occurrence of a sale and issuance described in the
preceding paragraph, the number of shares of Common Stock
purchasable pursuant to the exercise of the rights specified
in this Warrant Agreement shall be that number determined by
multiplying the number of shares of Common Stock issuable upon
exercise immediately prior to such adjustment by a fraction,
the numerator of which is the Exercise Price in effect
immediately prior to such adjustment and the denominator of
which is the Exercise Price as so adjusted.
For the purposes of such adjustments, the shares of Common
Stock which the holder of any such rights, options, warrants
or convertible or exchangeable securities shall be entitled to
subscribe for or purchase shall be deemed to be issued and
outstanding as of the date of such sale and issuance, and the
consideration received by the Company therefor shall be deemed
to be the consideration received by the Company for such
rights, options, warrants or convertible or exchangeable
securities (which consideration may be zero if such rights,
options, warrants or convertible or exchangeable securities
are issued without consideration), plus the consideration or
premiums specified in such rights, options, warrants or
convertible or exchangeable securities to be paid for the
shares of any Common Stock covered thereby. In the event that
the Company shall sell and issue, in a transaction to which
this Section 2A(5) applies, shares of Common Stock or rights,
options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of
Common Stock, for consideration consisting, in whole or in
part, of property other than cash or its equivalent, then
determining the "price per share of Common Stock" and the
"consideration received by the Company" for purposes of the
first sentence of this Section 2A(5), the Board of Directors
of the Company shall determine, in good faith, the fair value
of the rights, options, warrants or convertible or
exchangeable securities then being sold as part of such unit.
There shall be no adjustment of the Exercise Price pursuant to
this Section 2A(5) if the amount of such adjustment shall be
less than $.01 per share of Common Stock; provided, however,
that any adjustments which by reason of this provision are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment.
(6) EXPIRATION OF RIGHTS, OPTIONS AND CONVERSION PRIVILEGES. Upon
the expiration without being exercised of any rights, options,
warrants or conversion or exchange privileges for which an
adjustment has been made pursuant to this Warrant Agreement,
the Exercise Price and the number of shares of Common Stock
purchasable upon the exercise of each Warrant shall, upon such
expiration, be readjusted and shall thereafter, upon any
future exercise, be such as they would have been had they been
originally adjusted (or had the original adjustment not be
required, as the case may be) as if (i) the only shares of
Common Stock so issued were the shares of such Common Stock,
if any, actually issued or sold upon the exercise of such
rights, options, warrants or conversion or exchange rights and
(ii) such shares of Common Stock, if any, were issued or sold
for the consideration actually received by the Company upon
such exercise plus the consideration, if any, actually
received by the Company for issuance, sale or grant of all
such rights, options, warrants or conversion or exchange
rights whether or not exercised; provided, however, that no
such readjustment shall have the effect of increasing the
Exercise Price by an amount, or decreasing the number of
shares purchasable upon exercise of each Warrant by a number,
in excess of the amount or number of the adjustment initially
made in respect to the issuance, sale or grant of such rights,
options, warrants or conversion or exchange rights.
(7) DE MINIMIS ADJUSTMENTS. Except as provided in Section 2A(5) of
this Warrant Agreement with reference to adjustments required
by such Section 2A(5), no adjustment in the number of shares
of Common Stock purchasable pursuant to this Warrant Agreement
shall be required, unless such adjustment would require an
increase or decease of at least one percent (1%) in the number
of shares of Common Stock purchasable upon an exercise of each
Warrant; provided, however, that any adjustments which by
reason of this Section 2A(7) 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 full
share.
(8) DUTY TO MAKE FAIR ADJUSTMENTS IN CERTAIN CASES. If any event
occurs as to which in the opinion of the Board of Directors of
the Company the other provisions of this Section 2A are not
strictly applicable or if strictly applicable would not fairly
protect the purchase rights of the Warrants in accordance with
the essential intent and principles of such provisions, then
the Board of Directors of the Company shall make an adjustment
in the application of such provisions, in accordance with such
essential intent and principles, so as to protect such
purchase rights as aforesaid.
(9) ADJUSTMENT FOR ASSET DISTRIBUTIONS. If the Company shall
determine a record date for the making of a distribution to
all holders of shares of Common Stock or evidence of
indebtedness of the Company or other assets (other than
ordinary cash dividends not in excess of the retained earnings
of the Company determined by the application of generally
accepted accounting principles), then the Exercise Price for
each share of Common Stock payable upon exercise of each
Warrant shall be reduced by the then fair value (as determined
by the Independent Financial Expert (as defined in Section
2A(3) above)) of the indebtedness or other assets distributed
in respect of one such share. Such adjustment shall be made
whenever any such distribution is made and shall become
effective on the date of distribution retroactive to the
record date for the determination of stockholders entitled to
receive such distribution.
B. NOTICE OF ADJUSTMENT. Whenever the number of shares of Common Stock
purchasable upon the exercise of each Warrant or the Exercise Price is adjusted
as herein provided, the Company shall promptly notify the Holder in writing
(such writing referred to as an "Adjustment Notice") of such adjustment or
adjustments and shall deliver to the Holder a certificate of a firm of
independent public accountants selected by the Board of Directors of the Company
(who may be the regular accountants employed by the Company) or of the
Independent Financial Expert, if any, which makes a determination of Current
Market Value with respect to any such adjustment setting forth the number of
shares of Common Stock purchasable upon the exercise of each Warrant and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which such
adjustment was made.
C. AMENDMENT OF WARRANT AGREEMENT. This Warrant Agreement need not be changed
because of any change in the Exercise Price or in the number of shares of Common
Stock purchasable upon the exercise of a Warrant. The Company may, at the time,
in the Company's sole discretion, make any change in the form of a warrant
agreement that the Company may deem appropriate and that does not affect the
substance thereof and any warrant agreement thereafter issued, whether in
exchange or substitution for any outstanding warrant agreement or otherwise, may
be in the form so changed.
D. NOTICE TO HOLDER OF RECORD DATE, DISSOLUTION, LIQUIDATION OR WINDING UP. The
Company shall cause to be mailed (by first class mail, postage prepaid) to the
Holder notice of the record date for any dividend, distribution or payment, in
cash or in kind (including, without limitation, evidence of indebtedness and
assets), with respect to shares of Common Stock at least twenty (20) calendar
days before any such date. In the event that at any time after the date hereof
there shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company, then the Company shall cause to be mailed (by first class mail,
postage prepaid) to the Holder at the Holder's address as shown on the books of
the Company, at the earliest practicable time (and, in any event, not less than
twenty (20) calendar days before any date set for definitive action), notice of
the date on which such dissolution, liquidation or winding up shall take place,
as the case may be. The notices referred to above shall also specify the date as
of which the holders of the shares of Common Stock of record or other securities
underlying the Warrants shall be entitled to receive such dividend, money or the
property deliverable upon such dissolution, liquidation or winding up, as the
case may be (the "Entitlement Date"). In the case of a distribution of evidence
of indebtedness or assets (other than in dissolution, liquidation or winding up)
which has the effect of reducing the Exercise Price to zero or less pursuant to
Section 2A(9) of this Warrant Agreement, if the Holder elects to exercise the
Warrants in accordance with Section 1 of this Warrant Agreement and become a
holder of the Common Stock on the Entitlement Date, the Holder shall thereafter
receive the evidence of indebtedness or assets distributed in respect of shares
of Common Stock. In the case of any dissolution, liquidation or winding up of
the Company, the Holder shall receive on the Entitlement Date the cash or other
property, less the Exercise Price for the Warrants then in effect, that such
Holder would have been entitled to receive had the Warrants been exercisable and
exercised immediately prior to such dissolution, liquidation or winding up (or,
if appropriate, record date therefor) and any right of a Holder to exercise the
Warrants shall terminate.
E. FRACTIONAL INTEREST. The Company shall not be required to issue fractional
shares of Common Stock on the exercise of the Warrants. If more than one Warrant
shall be presented for exercise in full at the same time by the Holder, the
number of full shares of Common Stock which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of whole shares of Common
Stock purchasable on exercise of the Warrants so presented. If any fraction of a
share of Common Stock would, except for the provisions of this Section 2E be
issuable on the exercise of the Warrants (or specified proportion thereof), the
Company shall pay an amount in cash calculated by it to be equal to the then
fair value of one share of Common Stock, as determined by the Board of Directors
of the Company in good faith, multiplied by such fraction computed to the
nearest whole cent.
3. RESERVATION AND AUTHORIZATION OF COMMON STOCK
The Company covenants and agrees (a) that all shares of Common Stock which may
be issued upon the exercise of the Warrants will, upon issuance, be validly
issued, fully paid and nonassessable and free of all insurance or transfer
taxes, liens and charges with respect to the issue thereof; (b) that during the
Exercise Period, the Company will at all times have authorized and reserved for
the purpose of issue or transfer upon exercise of the Warrants, sufficient
shares of Common Stock to provide for the exercise of the Warrants, and (c) that
the Company will take all such action as may be necessary to ensure that the
shares of Common Stock issuable upon the exercise of the Warrants may be so
issued without violation of any applicable law or regulation, or any
requirements of any domestic securities exchange upon which any capital stock of
the Company may be listed; provided, however, that nothing contained herein
shall impose upon the Company any obligation to register the Warrants or the
Common Stock pursuant applicable securities laws. In the event that any
securities of the Company, other than the Common Stock, are issuable upon
exercise of the Warrants, the Company will take or refrain from taking any
action referred to in clauses (a) through (c) of this Section 3 as though such
clauses applied, mutatis mutandis, to such other securities then issuable upon
the exercise the Warrants.
4. NO VOTING RIGHTS
This Warrant Agreement shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.
5. EXERCISE OR TRANSFER OF WARRANTS OR COMMON STOCK
The Holder agrees to be obligated by any and all provisions with respect to any
and all limitations, including limitations imposed by the Securities Act of
1933, as amended, regarding the Warrants and the shares of Common Stock or other
securities issuable upon exercise of the Warrants.
6. MERGERS, CONSOLIDATIONS, ETC.
A. Except as may otherwise be provided in Section 2A(5), if the Company shall
merge or consolidate with another corporation, the Holder shall thereafter have
the right, upon exercise of the rights specified in this Warrant Agreement and
payment of the Exercise Price, to receive solely the kind and amount of shares
of stock (including, if applicable, Common Stock), other securities, property or
cash or any combination thereof receivable by a holder of the number of shares
of Common Stock for which this Warrant Agreement might have been exercised
immediately prior to such merger or consolidation (assuming, if applicable, that
the holder of such Common Stock failed to exercise its rights of election, if
any, as to the kind or amount of shares of stock, other securities, property or
cash or combination thereof receivable upon such merger or consolidation).
B. In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of (other than elimination or par value, a change in par
value, or from par value to no par value, or as the result of a subdivision or
combination of shares (which is provided for elsewhere herein), but including
any reclassification of the shares of Common stock into two (2) or more classes
or series of shares) or in case of any merger or consolidation of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change of the shares of Common Stock
(other than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination (which is provided for elsewhere herein),
but including any reclassification of the shares of Common Stock, the Holder
shall thereafter have the right, upon exercise hereof and payment of the
Exercise Price, to receive solely the kind and amount of shares of stock
(including, if applicable, Common Stock), other securities, property or cash or
any combination thereof receivable upon such reclassification, change, merger or
consolidation by a holder of the number of shares of Common Stock for which the
rights specified in this Warrant Agreement might have been exercised immediately
prior to such reclassification, change, merger or consolidation (assuming, if
applicable, that the holder of such Common Stock failed to exercise its rights
of election, if any, as to the kind or amount of shares of stock, other
securities, property or cash or combination thereof receivable upon such
reclassification, change, merger or consolidation).
7. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANTS
The rights and obligations of the Company, of the Holder, and of the holders of
shares of Common Stock or other securities issued upon exercise of the Warrants,
specified in this Warrant Agreement shall survive the exercise of the Warrants.
Dated: October 9th, 2002
COMPANY
MIV Therapeutics, Inc.
a Nevada Corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Its: President
HOLDER
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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(Signature of Holder)
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(Print Name of Holder)