Attached files
| file | filename |
|---|---|
| 10-K - Vicapsys Life Sciences, Inc. | v185945_10k.htm |
| EX-21 - Vicapsys Life Sciences, Inc. | v185945_ex21.htm |
| EX-23 - Vicapsys Life Sciences, Inc. | v185945_ex23.htm |
| EX-32 - Vicapsys Life Sciences, Inc. | v185945_ex32.htm |
| EX-31.1 - Vicapsys Life Sciences, Inc. | v185945_ex31-1.htm |
| EX-31.2 - Vicapsys Life Sciences, Inc. | v185945_ex31-2.htm |
| EX-10.28 - Vicapsys Life Sciences, Inc. | v185945_ex10-28.htm |
| EX-10.27 - Vicapsys Life Sciences, Inc. | v185945_ex10-27.htm |
| EX-10.29 - Vicapsys Life Sciences, Inc. | v185945_ex10-29.htm |
EXHIBIT
10.30
THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON THE
EXERCISE OF THE WARRANT EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT
UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM
AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF
1933, AS AMENDED
THE
TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.
SSGI,
Inc.
Warrant
for the Purchase of Shares of Common Stock,
par value
$0.001 per Share
No. 4-2010-1
THIS
CERTIFIES that, for value received, Ryan Seddon, whose address is 5391 S.W.
Windward Way, Palm City, Florida 34990 (the “Holder”), is entitled
to subscribe for and purchase from SSGI, Inc., a Florida corporation (the “Company”), upon the
terms and conditions set forth herein, 500,000 shares of the Company’s Common
Stock, par value $0.001 per share (the “Common Stock”), at a
price of $0.60 per share (the “Exercise Price”). As
used herein, the term “this Warrant” shall
mean and include this Warrant and any Common Stock or Warrants hereafter issued
as a consequence of the exercise or transfer of this Warrant in whole or in
part.
The number of shares of Common Stock
issuable upon exercise of this Warrant (the “Warrant Shares”) may
be adjusted from time to time as hereinafter set forth.
1. Exercise Period. This
Warrant may be exercised at any time or from time to time during the period
commencing on the date set forth on the signature page to this Warrant (the
“Issuance
Date”) and ending at 5:00 p.m., Eastern Standard Time, on the fifth
(5th)
anniversary of the Issuance Date (the “Exercise
Period”).
2. Procedure for Exercise;
Effect of Exercise.
(a) Cash Exercise. This
Warrant may be exercised, in whole or in part, by the Holder during normal
business hours on any business day during the Exercise Period by (i) the
presentation and surrender of this Warrant to the Company at its principal
office along with a duly executed Notice of Exercise (in the form attached
hereto) specifying the number of Warrant Shares to be purchased, and (ii)
delivery of payment to the Company of the Exercise Price for the number of
Warrant Shares specified in the Notice of Exercise by cash, wire transfer of
immediately available funds to a bank account specified by the Company, or by
certified or bank cashier’s check.
1
(b) Cashless Exercise.
This Warrant may also be exercised by the Holder through a cashless exercise, as
described in this Section 2(b). This Warrant may be exercised, in
whole or in part, by the Holder during normal business hours on any business day
during the Exercise Period by the presentation and surrender of this Warrant to
the Company at its principal office along with a duly executed Notice of
Exercise specifying the number of Warrant Shares to be applied to such
exercise. The number of Warrant Shares to be delivered upon exercise
of this Warrant pursuant to this Section 2(b) shall equal the value of this
Warrant (or the portion thereof being canceled) computed as of the date of
delivery of this Warrant to the Company using the following
formula:
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X =
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Y(A-B)
A
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Where:
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X =
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the
number of shares of Common Stock to be issued to Holder under this Section
2(b);
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Y =
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the
number of Warrant Shares identified in the Notice of Exercise as being
applied to the subject exercise;
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A =
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the
Current Market Price on such date; and
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B =
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the
Exercise Price on such date
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For
purposes of this Section 2(b), the “Current Market Price”
per share of Common Stock shall mean for the day in
question: (i) if the principal trading market for such
securities is a national or regional securities exchange, the closing price on
such exchange on such day; or (ii) if sales prices for shares of Common
Stock are reported by the NASDAQ National Market System (or a similar system
then in use), the last reported sales price so reported on such day; or (iii) if
neither (i) nor (ii) above are applicable, and if bid and ask prices for shares
of Common Stock are reported in the over-the-counter market by NASDAQ (or, if
not so reported, by the National Quotation Bureau), the average of the high bid
and low ask prices so reported on such day. Notwithstanding the
foregoing, if there is no reported closing price, last reported sales price, or
bid and ask prices, as the case may be, for the day in question, then the
Current Market Price shall be determined as of the latest date prior to such day
for which such closing price, last reported sales price, or bid and ask prices,
as the case may be, are available, unless such securities have not been traded
on an exchange or in the over-the-counter market for 30 or more days immediately
prior to the day in question, in which case the Current Market Price shall be
determined in good faith by, and reflected in a formal resolution of, the Board
of Directors of the Company.
The
Company acknowledges and agrees that this Warrant was issued on the Issuance
Date. Consequently, the Company acknowledges and agrees that, if the Holder
conducts a cashless exercise pursuant to this Section 2(b), the period during
which the Holder held this Warrant may, for purposes of Rule 144 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), be
“tacked” to the period during which the Holder holds the Warrant Shares received
upon such cashless exercise.
2
(c) Effect of Exercise.
Upon receipt by the Company of this Warrant and a Notice of Exercise, together
with proper payment of the Exercise Price, as provided in this Section 2, the
Company agrees that such Warrant Shares shall be deemed to be issued to the
Holder as the record holder of such Warrant Shares as of the close of business
on the date on which this Warrant has been surrendered and payment has been made
for such Warrant Shares in accordance herewith and the Holder shall be deemed to
be the holder of record of the Warrant Shares, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder. A stock certificate or certificates for the Warrant Shares
specified in the Notice of Exercise shall be delivered to the Holder as promptly
as practicable, and in any event within seven (7) business days, thereafter. The
stock certificate(s) so delivered shall be in any such denominations as may be
reasonably specified by the Holder in the Notice of Exercise. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares subject to purchase
hereunder.
3. Registration of Warrants;
Transfer of Warrants. Any Warrants issued upon the transfer or exercise
in part of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration or transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by its duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be
produced. Upon any registration of transfer, the Company shall
deliver a new Warrant or Warrants to the person entitled thereto. This Warrant
may be exchanged, at the option of the Holder thereof, for another Warrant, or
other Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares, upon surrender
to the Company or its duly authorized agent.
4. Restrictions on
Transfer. (a) The Holder, as of the date of issuance hereof, represents
to the Company that such Holder is acquiring the Warrants for its own account
for investment purposes and not with a view to the distribution thereof or of
the Warrant Shares. Notwithstanding any provisions contained in this
Warrant to the contrary, this Warrant and the related Warrant Shares shall not
be transferable except pursuant to the proviso contained in the following
sentence or upon the conditions specified in this Section 4, which conditions
are intended, among other things, to insure compliance with the provisions of
the Securities Act and applicable state law in respect of the transfer of this
Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees
that the Holder will not transfer this Warrant or the related Warrant Shares
prior to delivery to the Company of an opinion of the Holder’s counsel (as such
opinion and such counsel are described in Section 4(b) hereof) or until
registration of such Warrant Shares under the Securities Act has become
effective or after a sale of such Warrant or Warrant Shares has been consummated
pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the
Holder may freely transfer this Warrant or such Warrant Shares (without delivery
to the Company of an opinion of Counsel) (i) to one of its nominees, affiliates
or a nominee thereof, (ii) to a pension or profit-sharing fund established and
maintained for its employees or for the employees of any affiliate, (iii) from a
nominee to any of the aforementioned persons as beneficial owner of this Warrant
or such Warrant Shares, or (iv) to a qualified institutional buyer, so long as
such transfer is effected in compliance with Rule 144A under the Securities
Act.
3
(b) The
Holder, by its acceptance hereof, agrees that prior to any transfer of this
Warrant or of the related Warrant Shares (other than as permitted by Section
4(a) hereof or pursuant to a registration under the Securities Act), the Holder
will give written notice to the Company of its intention to effect such
transfer, together with an opinion of such counsel for the Holder as shall be
reasonably acceptable to the Company, to the effect that the proposed transfer
of this Warrant and/or such Warrant Shares may be effected without registration
under the Securities Act. Upon delivery of such notice and opinion to
the Company, the Holder shall be entitled to transfer this Warrant and/or such
Warrant Shares in accordance with the intended method of disposition specified
in the notice to the Company.
(c) Each
stock certificate representing Warrant Shares issued upon exercise or exchange
of this Warrant shall bear the following legend unless the opinion of counsel
referred to in Section 4(b) states such legend is not required:
“THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON
DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933,
AS AMENDED.”
The
Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.
5. Reservation of
Shares. The Company shall at all times during the Exercise Period reserve
and keep available out of its authorized and unissued Common Stock, solely for
the purpose of providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to the Warrants, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company
covenants that all shares of Common Stock issuable upon exercise of this
Warrant, upon receipt by the Company of the full Exercise Price therefor, and
all shares of Common Stock issuable upon conversion of this Warrant, shall be
validly issued, fully paid, non-assessable, and free of preemptive
rights.
6. Adjustments. The
number of shares of Common Stock issuable upon exercise of the Warrants shall be
adjusted from time to time as follows:
4
(a) (i)
In the event that the Company shall (A) pay a dividend or make a distribution,
in shares of Common Stock, on any class of capital stock of the Company or any
subsidiary which is not directly or indirectly wholly owned by the Company, (B)
split or subdivide its outstanding Common Stock into a greater number of shares,
or (C) combine its outstanding Common Stock into a smaller number of shares,
then in each such case the number of shares issuable upon exercise of this
Warrant shall be adjusted so that the Holder of a Warrant thereafter surrendered
for exercise shall be entitled to receive the number of shares of Common Stock
that such Holder would have owned or have been entitled to receive after the
occurrence of any of the events described above had such Warrant been exercised
immediately prior to the occurrence of such event. An adjustment made
pursuant to this Section 6(a)(i) shall become effective immediately after the
close of business on the record date in the case of a dividend or distribution
(except as provided in Section 6(e) below) and shall become effective
immediately after the close of business on the effective date in the case of
such subdivision, split or combination, as the case may be.
(ii) In
the event that, at any time as a result of an adjustment made pursuant to
Section 6(a)(i) above, the Holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive any shares of the Company other than
shares of the Common Stock, thereafter the number of such other shares so
receivable upon exercise of any such Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in Section 6(a)(i)
above.
(b) In
case of any reclassification of the Common Stock (other than in a transaction to
which Section 6(a)(i) applies), any consolidation of the Company with, or merger
of the Company into, any other entity, any merger of another entity into the
Company (other than a merger that does not result in any reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company), any sale or transfer of all or substantially all of the assets of
the Company or any compulsory share exchange, pursuant to which share exchange
the Common Stock is converted into other securities, cash or other property,
then lawful provision shall be made as part of the terms of such transaction
whereby the Holder of a Warrant then outstanding shall have the right
thereafter, during the period such Warrant shall be exercisable, to exercise
such Warrant only for the kind and amount of securities, cash and other property
receivable upon the reclassification, consolidation, merger, sale, transfer or
share exchange by a holder of the number of shares of Common Stock of the
Company into which a Warrant might have been able to exercise for immediately
prior to the reclassification, consolidation, merger, sale, transfer or share
exchange assuming that such holder of Common Stock failed to exercise rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon consummation of such transaction subject to adjustment as
provided in Section 6(a) above following the date of consummation of such
transaction. The provisions of this Section 6(b) shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.
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(c)
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If:
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(i)
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the
Company shall take any action which would require an adjustment pursuant
to Section 6(a); or
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5
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(ii)
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the
Company shall authorize the granting to the holders of its Common Stock
generally of rights, warrants or options to subscribe for or purchase any
shares of any class or any other rights, warrants or options;
or
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(iii)
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there
shall be any reclassification or change of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock or a change in
par value) or any consolidation, merger or statutory share exchange to
which the Company is a party and for which approval of any shareholders of
the Company is required, or the sale or transfer of all or substantially
all of the assets of the Company;
or
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(iv)
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there
shall be a voluntary or involuntary dissolution, liquidation or winding up
of the Company;
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then, the
Company shall cause to be filed with the transfer agent for the Warrants and
shall cause to be mailed to each Holder at such Holder’s address as shown on the
books of the transfer agent for the Warrants, as promptly as possible, but at
least 30 days prior to the applicable date hereinafter specified, a notice
stating (A) the date on which a record is to be taken for the purpose of such
dividend, distribution or granting of rights, warrants or options, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights, warrants or
options are to be determined, or (B) the date on which such reclassification,
change, consolidation, merger, statutory share exchange, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reclassification, change, consolidation,
merger, statutory share exchange, sale, transfer, dissolution, liquidation or
winding up. Failure to give such notice or any defect therein shall
not affect the legality or validity of the proceedings described in this Section
6(c).
(d) Whenever
an adjustment is made as herein provided, the Company shall promptly file with
the transfer agent for the Warrants a certificate of an officer of the Company
setting forth the adjustment and setting forth a brief statement of the facts
requiring such adjustment and a computation thereof. The Company
shall promptly cause a notice of such adjustment to be mailed to each
Holder.
(e) In
any case in which Section 6(a) provides that an adjustment shall become
effective immediately after a record date for an event and the date fixed for
such adjustment pursuant to Section 6(a) occurs after such record date but
before the occurrence of such event, the Company may defer until the actual
occurrence of such event (i) issuing to the Holder of any Warrants exercised
after such record date and before the occurrence of such event the additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon such
exercise before giving effect to such adjustment, and (ii) paying to such holder
any amount in cash in lieu of any fraction pursuant to Section
6(f).
6
(f) The
Company shall not be required to issue fractions of shares of Common Stock or
other capital stock of the Company upon the exercise of this Warrant. If any
fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise of this Warrant.
7. Transfer Taxes. The
issuance of any shares or other securities upon the exercise of this Warrant,
and the delivery of certificates or other instruments representing such shares
or other securities, shall be made without charge to the Holder for any tax or
other charge in respect of such issuance. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of any certificate in a name other than that of the
Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid.
8. Loss or Mutilation of
Warrant. Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of any Warrant (and upon surrender of
any Warrant if mutilated), and upon reimbursement of the Company’s reasonable
incidental expenses, the Company shall execute and deliver to the Holder thereof
a new Warrant of like date, tenor, and denomination.
9. No Rights as a
Shareholder. The Holder of any Warrant shall not have, solely on account
of such status, any rights of a shareholder of the Company, either at law or in
equity, or to any notice of meetings of shareholders or of any other proceedings
of the Company, except as provided in this Warrant.
10. Governing Law. This
Warrant shall be construed in accordance with the laws of the State of Florida
applicable to contracts made and performed within such State, without regard to
principles of conflicts of law.
* *
*
7
Issuance
Date: April 20, 2010
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SSGI,
INC.
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By:
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/s/
Michael W. Yurkowsky
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Michael
W. Yurkowsky, Director
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8
FORM OF
ASSIGNMENT
(To be
executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE
RECEIVED, __________________________ hereby sells, assigns, and transfers
unto __________________ a Warrant to purchase __________ shares of Common Stock,
par value $0.001 per share, of SSGI, Inc. (the “Company”), together
with all right, title, and interest therein, and does hereby irrevocably
constitute and appoint _______________ attorney to transfer such Warrant on
the books of the Company, with full power of substitution.
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Dated:
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_________________________ | |
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By:
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||
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Signature
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The signature on the foregoing
Assignment must correspond to the name as written upon the face of this Warrant
in every particular, without alteration or enlargement or any change
whatsoever.
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To:
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SSGI,
Inc.
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8120
Belvedere Road, Suite 4
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West
Palm Beach, Florida 33411
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Attention: President
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NOTICE OF
EXERCISE
The undersigned hereby exercises his or
its rights to purchase _______ Warrant Shares covered by the within Warrant and
tenders payment herewith in the amount of $_________ by [tendering cash or
delivering a certified check or bank cashier’s check, payable to the order of
the Company] [surrendering ______ shares of Common Stock received upon exercise
of the attached Warrant, which shares have a Current Market Price equal to such
payment] in accordance with the terms thereof, and requests that certificates
for such securities be issued in the name of, and delivered to:
(Print
Name, Address and Social Security
or Tax
Identification Number)
and, if
such number of Warrant Shares shall not be all the Warrant Shares covered by the
within Warrant, that a new Warrant for the balance of the Warrant Shares covered
by the within Warrant be registered in the name of, and delivered to, the
undersigned at the address stated below.
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Dated:
______________________
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By:
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Print
Name
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Signature
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Address: