Attached files
| file | filename |
|---|---|
| 8-K - 8-K - IMMUNE PHARMACEUTICALS INC | v394880_8k.htm |
| EX-99.1 - EXHIBIT 99.1 - IMMUNE PHARMACEUTICALS INC | v394880_ex99-1.htm |
| EX-5.1 - EXHIBIT 5.1 - IMMUNE PHARMACEUTICALS INC | v394880_ex5-1.htm |
| EX-1.1 - EXHIBIT 1.1 - IMMUNE PHARMACEUTICALS INC | v394880_ex1-1.htm |
EXHIBIT 4.1
FORM OF warrant
To purchase ______________ shares of Common Stock
of Immune Pharmaceuticals Inc. (the "Company")
at a per share price and subject to the terms detailed below
VOID AFTER 17:00 p.m. NY Standard Time on the last day of the Warrant Period (as defined below)
THIS IS TO CERTIFY THAT, ____________ (the "Holder"), is entitled to purchase from the Company, an aggregate of up to _________ shares of Common Stock of the Company, nominal value of USD 0.0001 per share (the "Warrant Shares") during the Warrant Period under the terms hereof.
| 1. | EXERCISE PRICE |
The exercise price per Warrant Share (the "Exercise Price") shall be equal to US$3.75 price per share.
| 2. | EXERCISE OF WARRANT |
| 2.1. | Exercise. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Commencement Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) notice of exercise, in the form attached hereto as Schedule 2.1 (the "Exercise Notice"). Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Exercise Notice by wire transfer or cashier’s check drawn on a United States bank. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within three (3) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. |
| 2.2. | Adjustment. The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time in the event of re-organization of the share capital, stock-split, issuance of bonus shares, etc. |
| 2.3. | No Transferability. This Warrant and the Holder’s rights thereunder are not transferable and/or assignable in any way. Exercise of this Warrant may be made only by the Holder. |
| 2.4. | No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. |
| 3. | RIGHTS OF THE HOLDER |
| 3.1. | The Holder will not be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the shares of the applicable class of Warrant Shares or any other securities of the Company which may at any time be issuable on the exercise of this Warrant for any purpose, nor will anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant will have been exercised and the shares of the applicable class of Warrant Shares purchasable upon the exercise hereof will have become deliverable, as provided herein. Upon the exercise of this Warrant, the Holder will be entitled to receive the same rights on the Warrant Shares as will then be in effect with respect to the holders of such class of shares of the Company. |
| 1 |
| 4. | TERM AND TERMINATION |
This Warrant may be exercised, subject to the terms and conditions hereof, during the period commencing on November 25, 2014 (the "Commencement Date") and terminating upon the the third anniversary of the Commencement Date (the "Termination Date"). For the avoidance of any doubt, the Company shall not be required to provide the Holder with a reminder or prior notice with respect to the Termination Date. The above period shall be referred to hereinafter as the "Warrant Period". Notwithstanding anything to the contrary, this Warrant and all the rights conferred hereby shall terminate and expire at the aforementioned time on the last day of the Warrant Period, unless the Warrant was previously exercised.
| 5. | MISCELLANEOUS |
| 5.1. | Loss, Theft, Destruction or Mutilation of Warrant. If this Warrant will be lost, stolen, destroyed, or mutilated, the Company will execute and deliver to the Holder a replacement warrant of like date, tenor, and denomination upon receipt by the Company of (a) evidence satisfactory to the Company of the occurrence of such event; (b) reimbursement of the Company’s reasonably incidental expenses; and (c) (i) in the event of mutilation, upon surrender and cancellation of this Warrant; or (ii) in the event of loss, theft, or destruction of this Warrant, of indemnity reasonably satisfactory to the Company. |
| 5.2. | Entire Agreement; Amendment. This Warrant sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all existing agreements among them concerning such subject matter. All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of this Warrant. No modification or amendment of this Warrant will be valid unless executed in writing by the Company and the Holder. |
| 5.3. | Waiver. No failure or delay on the part of any of the parties in exercising any right, power or privilege hereunder and/or under any applicable laws or the exercise of such right or power in a manner inconsistent with the provisions of this Warrant or applicable law shall operate as a waiver thereof. Any waiver must be evidenced in writing signed by the party against whom the waiver is sought to be enforced. |
| 5.4. | Successors and Assigns; Assignment. Except as otherwise expressly limited herein, this Warrant shall inure to the benefit of, be binding upon, and be enforceable by the Holder and its respective successors, and administrators and is otherwise non-transferable without the prior consent of the Company. The Holder represents and warrants to the Company that this Warrant and the Warrant Shares, if and when purchased by the Holder, are for the Holder's own account and for investment purposes only and not with a view for resale or transfer and that all the rights pertaining to the Warrant or the Warrant Shares, by law or equity, shall be purchased and possessed by the Holder for the Holder exclusively. |
| 5.5. | Governing Law. This Warrant shall be exclusively governed and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions thereof. The parties hereto agree to submit to the exclusive jurisdiction of the courts of New York with respect to the breach or interpretation of this Warrant or the enforcement of any and all rights, duties, liabilities, obligations, powers, and other relations between the parties arising under this Warrant. |
| 5.6. | Notices. All notices and other communications required or permitted hereunder to be given to a party shall be in writing. All notices shall be given by registered mail (postage prepaid), by facsimile or email or otherwise delivered by hand or by messenger to the parties' respective addresses as set forth herein and as shall be designated by notice from time to time. Any notice sent in accordance with this Section shall be deemed received upon the earlier of: (i) if sent by facsimile or email, upon transmission and confirmation of transmission or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of transmission; (ii) if sent by registered mail, upon 3 (three) days of mailing; (iii) if sent be messenger, upon delivery; and (iv) the actual receipt thereof. |
[the remainder of this page was intentionally left blank]
| 2 |
[Signature Page to Warrant]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.
| Dated: _______________ | IMMUNE PHARMACEUTICALS INC. | |
| By: | ||
| Name: Dr. Daniel Teper | ||
| Title: Chief Executive officer | ||
| 3 |
Schedule 2.1
Exercise Notice
Date: ____________
To: Immune Pharmaceuticals Inc.
The undersigned, pursuant to the provisions set forth in the Warrant to which this Exercise Notice is attached (the "Warrant"), hereby elects to purchase _________ Warrant Shares (as such term is defined in the Warrant) pursuant to Section 2.1 of the Warrant, and herewith makes payment of _____________, representing the full Exercise Price for such shares as provided for in such Warrant.
| Signature: | ||
| Address: | ||
| 4 |