Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - Riot Blockchain, Inc. | appy_10k.htm |
| EX-32 - EXHIBIT 32 - Riot Blockchain, Inc. | ex32.htm |
| EX-31.2 - EXHIBIT 31.2 - Riot Blockchain, Inc. | ex31x2.htm |
| EX-31.1 - EXHIBIT 31.1 - Riot Blockchain, Inc. | ex31x1.htm |
| EX-23 - EXHIBIT 23 - Riot Blockchain, Inc. | ex23x1.htm |
| EX-10.13 - EXHIBIT 10.13 - Riot Blockchain, Inc. | ex10x13.htm |
| EX-10.15 - EXHIBIT 10.15 - Riot Blockchain, Inc. | ex10x15.htm |
| EX-10.12 - EXHIBIT 10.12 - Riot Blockchain, Inc. | ex10x12.htm |
| EX-10.14 - EXHIBIT 10.14 - Riot Blockchain, Inc. | ex10x14.htm |
| EX-10.1.1 - EXHIBIT 10.1.1 - Riot Blockchain, Inc. | ex10x1x1.htm |
| EX-10.1.2 - EXHIBIT 10.1.2 - Riot Blockchain, Inc. | ex10x1x2.htm |
| EX-10.4.1 - EXHIBIT 10.4.1 - Riot Blockchain, Inc. | ex10x4x1.htm |
Exhibit 10.6
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES
ACT.
Warrant
No. [_____________]
Issue
Date: [______________]
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF
ASPENBIO
PHARMA, INC.
THIS
CERTIFIES that, for value received, Liolios Group, Inc., is entitled to purchase
from ASPENBIO PHARMA, INC., a Colorado corporation (the “Corporation”), subject
to the terms and conditions hereof, 5,000 shares (the “Warrant Shares”) of
common stock, no par value (the “Common Stock”). This warrant,
together with all warrants hereafter issued in exchange or substitution for this
warrant, is referred to as the “Warrant” and the holder of this Warrant is
referred to as the “Holder.” The number of Warrant Shares is subject
to adjustment as hereinafter provided. Notwithstanding anything to
the contrary contained herein, this Warrant shall expire at 5:00pm EST on
[_______________], three years from Issue Date (the “Termination
Date”).
1. Exercise of
Warrants. (a) The Holder may, at any time
prior to the Termination Date, exercise this Warrant in whole or in part at an
exercise price per share equal to $[_____] per share, subject to adjustment as
provided herein (the “Warrant Price”), by the surrender of this Warrant
(properly endorsed) at the principal office of the Corporation, or at such other
agency or office of the Corporation in the United States of America as the
Corporation may designate by notice in writing to the Holder at the address of
such Holder appearing on the books of the Corporation, and by payment to the
Corporation of the Warrant Price in lawful money of the United States by check
or wire transfer for each share of Common Stock being purchased. Upon
any partial exercise of this Warrant, there shall be executed and issued to the
Holder a new Warrant in respect of the shares of Common Stock as to which this
Warrant shall not have been exercised. In the event of the exercise
of the rights represented by this Warrant, a certificate or certificates for the
Warrant Shares so purchased, as applicable, registered in the name of the
Holder, shall be delivered to the Holder hereof as soon as practicable after the
rights represented by this Warrant shall have been so exercised.
(b) Holder
is granted “Cashless Exercise Rights”, whereby if notice of exercise by Holder
specifies that the exercise of this Warrant is made pursuant to this Section 1,
then the Company shall deliver to Holder, without payment by Holder of any
Exercise Price or any cash or other consideration, the number of Company Shares
computed using the following formula:
| X = | Y(A-B) | ||
| A |
Where:
|
|
X
=
|
the
number of Warrant Shares to be issued to the Holder pursuant to the
exercise of this Warrant pursuant to this Section
4;
|
|
|
Y
=
|
the
number of Shares that may be purchased upon exercise of this
Warrant;
|
|
|
A
=
|
the
Market Price, as defined below, of one share of Common Stock;
and
|
|
|
B
=
|
the
Exercise Price per share of Common
Stock.
|
“Market
Price” of an security means the average of the closing prices of such security’s
sales on all securities exchanges on which such security may at the time be
listed based upon the average of the ten preceding business days prior to the
date of exercise, or, if there has been no sales on any such exchanges on any
day, the average of the highest bid and the lowest asked prices on all such
exchanges for such period, or, if on a day any such security is not listed, the
average of the representative bid and asked prices quoted in the NASDAQ System
as of 4:00pm Eastern Time.
2. Reservation of Warrant
Shares. The Corporation agrees that, prior to the expiration
of this Warrant, it will at all times have authorized and in reserve, and will
keep available, solely for issuance or delivery upon the exercise of this
Warrant, the number of Warrant Shares as from time to time shall be issuable by
the Corporation upon the exercise of this Warrant.
3. No Holder
Rights. This Warrant shall not entitle the holder hereof to
any voting rights or other rights as a Holder of the Corporation.
4. Transferability of
Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed for
transfer.
5. Certain
Adjustments. With respect to any rights that Holder has to
exercise this Warrant and convert into shares of Common Stock, Holder shall be
entitled to the following adjustments:
(a) Merger or
Consolidation. If at any time there shall be a merger or a
consolidation of the Corporation with or into another corporation when the
Corporation is not the surviving corporation, then, as part of such merger or
consolidation, lawful provision shall be made so that the holder hereof shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the aggregate Warrant Price then in
effect, the number of shares of stock or other securities or property (including
cash) of the successor corporation resulting from such merger or consolidation,
to which the holder hereof as the holder of the stock deliverable upon exercise
of this Warrant would have been entitled in such merger or consolidation if this
Warrant had been exercised immediately before such merger or
consolidation. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the holder hereof as the holder of this Warrant after the
merger or consolidation.
(b) Reclassification,
Recapitalization, etc. If the Corporation at any time shall,
by subdivision, combination or reclassification of securities, recapitalization,
automatic conversion, or other similar event affecting the number or character
of outstanding shares of Common Stock, or otherwise, change any of the
securities as to which purchase rights under this Warrant exist into the same or
a different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.
(c) Split or Combination of
Common Stock and Stock Dividend. In case the
Corporation
shall at any time subdivide, re-divide, recapitalize, split (forward or reverse)
or change its outstanding shares of Common Stock into a greater number of shares
or declare a dividend upon its Common Stock payable solely in shares of Common
Stock, the Warrant Price shall be proportionately reduced and the number of
Warrant Shares proportionately increased. Conversely, in case the
outstanding shares of Common Stock of the Corporation shall be combined into a
smaller number of shares, the Warrant Price shall be proportionately increased
and the number of Warrant Shares proportionately
reduced. Notwithstanding the foregoing, in no event will the Warrant
Price be reduced below the par value of the Common Stock.
6. Legend and Stop Transfer
Orders. Unless the Warrant Shares have been registered under the
Securities Act, upon exercise of any part of the Warrant, the Corporation shall
instruct its transfer agent to enter stop transfer orders with respect to such
Warrant Shares, and all certificates or instruments representing the Warrant
Shares shall bear on the face thereof substantially the following
legend:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE
BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES
ACT.
7. Vesting. The
right to exercise this Warrant shall vest at the date of issuance and rights
shall be 100% vested and exercisable.
8. Registration
Rights. This Warrant is subject to the REGISTRATION RIGHTS
ADDENDUM – LIOLIOS AGREEMENT attached hereto and made a part of the Warrant.
9. Miscellaneous. This
Warrant shall be governed by and construed in accordance with the laws of the
State of Colorado. All the covenants and provisions of this Warrant
by or for the benefit of the Corporation shall bind and inure to the benefit of
its successors and assigns hereunder. Nothing in this Warrant shall
be construed to give to any person or corporation other than the Corporation and
the holder of this Warrant any legal or equitable right, remedy or claim under
this Warrant. This Warrant shall be for the sole and exclusive
benefit of the Corporation and the holder of this Warrant. The
section headings herein are for convenience only and are not part of this
Warrant and shall not affect the interpretation hereof. Upon receipt
of evidence satisfactory to the Corporation of the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to the
Corporation, if lost, stolen or destroyed, and upon surrender and cancellation
of this Warrant, if mutilated, the Corporation shall execute and deliver to the
Holder a new Warrant of like date, tenor and denomination.
IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its
duly authorized officers under its seal, this __ day of
[____________].
| ASPENBIO PHARMA, INC. | |||
|
|
By:
|
||
| Name | |||
| Title | |||
WARRANT
EXERCISE FORM
To
Be Executed by the Holder in Order to Exercise Warrant
|
To:
|
AspenBio
Pharma, Inc.
1585
S. Perry Street
Castle
Rock, CO 80104
Attention: Chief Financial
Officer
|
Dated:____________
The
undersigned, pursuant to the provisions set forth in the attached Warrant
No. ______, hereby irrevocably elects to purchase (check applicable
box):
|
|
o
|
_________
shares of the Common Stock of AspenBio Pharma, Inc. covered by such
Warrant; or
|
|
|
¨
|
the
maximum number of shares of Common Stock covered by such Warrant pursuant
to the cashless exercise procedure set forth in subsection 1(b) (if
applicable).
|
The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant. Such payment takes
the form of (check applicable
box or boxes):
|
|
o
|
$______
in lawful money of the United States;
and/or
|
|
|
¨
|
if
the provisions of subsection 1(b) of this Warrant are in effect, the
cancellation of such portion of the attached Warrant as is exercisable for
a total of _____ Warrant Shares (using a Fair Market Value of $_____ per
share for purposes of this calculation);
and/or
|
|
|
o
|
if
the provisions of subsection 1(b) of this Warrant are in effect, the
cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 1(b), to exercise
this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth in
subsection 1(b).
|
The
undersigned hereby requests that certificates for the Warrant Shares purchased
hereby be issued in the name of:
| (please print or type name and address) |
| (please insert social security or other identifying number) |
and be
delivered as follows:
| (please print or type name and address) |
| (please insert social security or other identifying number) |
and if
such number of shares of Common Stock shall not be all the shares evidenced by
this Warrant Certificate, that a new Warrant for the balance of such shares be
registered in the name of, and delivered to, Holder.
|
|
|
||
| Signature of Holder | |||
|
SIGNATURE
GUARANTEE:
|
|||
ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this
form. Do not use this form to exercise the warrant.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
________________________________________________________________
whose address is
______________________________________________________________________________
______________________________________________________________________________
|
Dated: _____________________,
_______
|
|||
|
|
Holder's
Signature
|
||
| Holder's Address: | |||
| Signature Guaranteed: |
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
Corporation. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to
assign the foregoing Warrant.