Unassociated Document


    EXHIBIT
4.5

     

    


    THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") NOR
UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR
(2)RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT
THAT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT
REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.

    


    Void
after 5:00 p.m. Central Standard Time, on ____________  ___,
20__

    Warrant
to Purchase ____________Shares of Common Stock.

    


    FORM OF
WARRANT TO PURCHASE COMMON STOCK

    OF

    SPECTRASCIENCE, INC.

    


    This is
to Certify That, FOR VALUE RECEIVED, _____________________("Holder") is entitled
to purchase, subject to the provisions of this Warrant, from SpectraScience, Inc., a
Minnesota corporation ("Company"), _______________fully paid, validly issued and
nonassessable shares of Common Stock, $0.01 par value per share, of the Company
("Common Stock") at an initial price of $0.30 per share at any time or from time
to time during the period from the date hereof to 5:00 p.m. Central Standard
Time, on _____________ __, 20__. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The exercise price and the number of shares issuable upon exercise of the
Warrants will be proportionately adjusted for stock splits, stock dividends,
recapitalizations and similar transactions. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price".

    


    
      	
               
      

            	
              (a)

            	
              EXERCISE
      OF WARRANT.

            


    

     

    


    (1)           This
Warrant may be exercised in whole or in part at any time or from time to time on
or after the date hereof and until 5:00 p.m. Central Standard Time on
___________ __, 20__; provided, however, that if either such day is a day on
which banking institutions in the State of California are authorized by law to
close, then on the next succeeding day which shall not be such a day. This
Warrant may be exercised by presentation and surrender hereof to the Company at
its principal office with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant Shares
specified in such form. The Exercise Price may be paid in cash or in Common
Stock of the Company (cashless exercise). As soon as practicable after each such
exercise of the warrants, but not later than seven (7) days from the date of
such exercise, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. 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 rights of the Holder thereof to
purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt
by the Company of this Warrant at its office in proper form for exercise, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
the Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be physically delivered to the
Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
               
      

            	
              (b)

            	
              RESERVATION
      OF SHARES. The Company shall at all times reserve for issuance and/or
      delivery upon exercise of this Warrant such number of shares of its Common
      Stock as shall be required for issuance and delivery upon exercise of the
      Warrants.

            


    

     

    


    
      	
               
      

            	
              (c)

            	
              FRACTIONAL
      SHARES. No fractional shares or scrip representing fractional shares shall
      be issued upon the exercise of this Warrant. With respect to any fraction
      of a share called for upon any exercise hereof, the Company shall pay to
      the Holder an amount in cash equal to such fraction multiplied by the
      current market value of a share, determined as
  follows:

            


    

     

    


    (1)           If
the Common Stock (or the common stock of the Company that would be exchanged or
admitted to unlisted trading privileges on such exchange or listed for trading
on the NASDAQ system, the current market value shall be the last reported sale
price of the Common Stock on such exchange or system on the last business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on such exchange or
system; or

    


    (2)           
If the Common Stock is not so listed or admitted to unlisted trading privileges,
the current market value shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc. on the last business day
prior to the date of the exercise of this Warrant; or

    


    (3)           
If the Common Stock is not so listed or admitted to unlisted trading privileges
and bid and asked prices are not so reported, the current market value shall be
an amount, not less than the book value thereof as at the end of the most recent
fiscal year of the Company ending prior to the date of the exercise of the
Warrant, determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.

    


    
      	
               
      

            	
              (d)

            	
              EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
      without expense, at the option of the 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 shares of Common Stock purchasable hereunder. Upon
      surrender of this Warrant to the Company at its principal office 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 promptly be cancelled. 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 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 evidence
      satisfactory to it of the loss, theft, destruction or mutilation of this
      Warrant, and (in the case of loss, theft or destruction) of reasonably
      satisfactory indemnification, and upon surrender and cancellation of this
      Warrant, if mutilated, the Company will execute and deliver a new Warrant
      of like tenor and date. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the
      Company, whether or not this Warrant so lost, stolen, destroyed, or
      mutilated shall be at any time enforceable by
  anyone.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              RIGHTS
      OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any
      rights of a shareholder in the Company, either at law or equity, and the
      rights of the Holder are limited to those expressed in the Warrant and are
      not enforceable against the Company except to the extent set forth
      herein.

            


    

    


    
      	
               
      

            	
              (f)

            	
              ANTI-DILUTION
      PROVISIONS. The Exercise Price in effect at any time and the number and
      kind of securities purchasable upon the exercise of the Warrants shall be
      subject to adjustment from time to time upon the happening of certain
      events as follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              In
      case the Company shall (i) declare a dividend or make a distribution on
      its outstanding shares of Common Stock in shares of Common Stock, (ii)
      subdivide or reclassify its outstanding shares of Common Stock into a
      greater number of shares, or (iii) combine or reclassify its outstanding
      shares of Common Stock into a smaller number of shares, the Exercise Price
      in effect at the time of the record date for such dividend or distribution
      or of the effective date of such subdivision, combination or
      reclassification shall be adjusted so that the Exercise Price shall be
      proportionately increased (as in the case of (iii), above) or decreased
      (as in the case of (i) or (ii), above). Such adjustment shall be made
      successively whenever any event listed above shall
  occur.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Whenever
      the Exercise Price payable upon exercise of each Warrant is adjusted
      pursuant to Subsections (1) above, the number of Shares purchasable upon
      exercise of this Warrant shall simultaneously be adjusted by multiplying
      the number of Shares initially issuable upon exercise of this Warrant by
      the Exercise Price in effect on the date hereof and dividing the product
      so obtained by the Exercise Price, as
adjusted.

            


    

     

    
      	
               
      

            	
              (3)

            	
              No
      adjustment in the Exercise Price shall be required unless such adjustment
      would require an increase or decrease of at least two cents ($0.02) in
      such price; provided, however, that any adjustments which by reason of
      this Subsection (5) are not required to be made shall be carried forward
      and taken into account in and subsequent adjustment required to be made
      hereunder. All calculations under this Section (f) shall be made to the
      nearest cent or to the nearest one-hundredth of a share, as the case may
      be. Anything in this Section (f) to the contrary notwithstanding, the
      Company shall be entitled, but shall not be required, to make such changes
      in the Exercise Price, in addition to those required by this Section (f),
      as it shall determine, in its sole discretion, to be advisable in order
      that any dividend or distribution in shares of Common Stock, or any
      subdivision, reclassification or combination of Common Stock, hereafter
      made by the Company shall not result in any Federal income tax liability
      to the holders of Common Stock or securities convertible into Common or
      Common Stock (including Warrants).

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (4)

            	
              Whenever
      the Exercise Price is adjusted, as herein provided, the Company shall
      promptly but no later than 20 days after any request for such an
      adjustment by the Holder, cause a notice setting forth the adjusted
      Exercise Price and adjusted number of Shares issuable upon exercise of
      each Warrant, and, if requested, information describing the transactions
      giving rise to such adjustments, to be mailed to the Holder at his last
      address appearing in the Warrant Register, and shall cause a certified
      copy thereof to be mailed to its transfer agent, if any. The Company may
      retain a firm of independent certified public accountants selected by the
      Board of Directors (who may be the regular accountants employed by the
      Company) to make any computation required by this Section (t), and a
      certificate signed by such firm shall be conclusive evidence of the
      correctness of such adjustment.

            


    

     

    
      	
               
      

            	
              (5)

            	
              In
      the event that at any time, as a result of an adjustment made pursuant to
      Subsection (1) above, the Holder of this Warrant thereafter shall become
      entitled to receive any shares of the Company, other than Common Stock,
      thereafter the number of such other shares so receivable upon exercise of
      this 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 Subsections (1) to (4), inclusive
      above.

            


    

     

    
      	
               
      

            	
              (6)

            	
              Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of this Warrant, Warrants theretofore or
      thereafter issued may continue to express the same price and number and
      kind of shares as are stated in the similar Warrants initially issuable
      pursuant to this Agreement.

            


    

     

    
      	
               
      

            	
              (g)

            	
              OFFICER'S
      CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by
      the provisions of the foregoing Section, the Company shall forthwith file
      in the custody of its Secretary or an Assistant Secretary at its principal
      office an officer's certificate showing the adjusted Exercise Price
      determined as herein provided, setting forth in reasonable detail the
      facts requiring such adjustment, including a statement of the number of
      additional shares of Common Stock, if any, and such other facts as shall
      be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer's certificate shall be made available at all
      reasonable times for inspection by the Holder or any holder of a Warrant
      executed and delivered pursuant to Section (a) and the Company shall,
      forthwith after each such adjustment, mail a copy by certified mail of
      such certificate to the Holder or any such
  holder.

            


    

    


    
      	
               
      

            	
              (h)

            	
              NOTICES
      TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (i) if
      the Company shall pay any dividend or make any distribution upon the
      Common Stock  or (ii) if the Company shall offer to the holders
      of Common Stock for subscription or purchase by them any share of any
      class or any other rights or (iii) if any capital reorganization of the
      Company, reclassification of the capital stock of the Company,
      consolidation or merger of the Company with or into another corporation,
      sale, lease or transfer of all or substantially all of the property and
      assets of the Company to another corporation, or voluntary or involuntary
      dissolution, liquidation or winding up of the Company shall be effected,
      then in any such case, the Company shall cause to be mailed by certified
      mail to the Holder, at least fifteen days prior to the date specified in
      (x) or (y) below, as the case may be, a notice containing a brief
      description of the proposed action and stating the date on which (x) a
      record is to be taken for the purpose of such dividend, distribution or
      rights, or (y) such reclassification, reorganization, consolidation,
      merger, conveyance, lease, dissolution, liquidation or winding up is to
      take place and the date, if any is to be fixed, as of which the holders of
      Common Stock or other securities shall receive cash or other property
      deliverable upon such reclassification, reorganization, consolidation,
      merger, conveyance, dissolution, liquidation or winding
  up.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              RECLASSIFICATION,
      REORGANIZATION OR MERGER. In case of any reclassification,
      capital reorganization or other change of outstanding shares of Common
      Stock of the Company, or in case of any consolidation or merger of the
      Company with or into another corporation (other than a merger with a
      subsidiary in which merger the Company is the continuing corporation and
      which does not result in any reclassification, capital reorganization or
      other change of outstanding shares of Common Stock of the class issuable
      upon exercise of this Warrant) or in case of any sale, lease or conveyance
      to another corporation of the property of the Company as an entirety, the
      Company shall, as a condition precedent to such transaction, cause
      effective provisions to be made so that the Holder shall have the right
      thereafter by exercising this Warrant at any time prior to the expiration
      of the Warrant, to purchase the kind and amount of shares of stock and
      other securities and property receivable upon such reclassification,
      capital reorganization and other change, consolidation, merger, sale or
      conveyance by a holder of the number of shares of Common Stock which might
      have been purchased upon exercise of this Warrant immediately prior to
      such reclassification, change, consolidation, merger, sale or conveyance.
      Any such provision shall include provision for adjustments which shall be
      as nearly equivalent as may be practicable to the adjustments provided for
      in this Warrant. The foregoing provisions of this Section (i) shall
      similarly apply to successive reclassifications, capital reorganizations
      and changes of shares of Common Stock and to successive consolidations,
      mergers, sales or conveyances. In the event that in connection with any
      such capital reorganization or reclassification, consolidation, merger,
      sale or conveyance, additional shares of Common Stock shall be issued in
      exchange, conversion, substitution or payment, in whole or in part, for a
      security of the Company other than Common Stock, any such issue shall be
      treated as an issue of Common Stock covered by the provisions of
      Subsection (1) of Section (f)
hereof.

            


    

     

    
      	
               
      

            	
              (k)

            	
              RESTRICTIVE
      LEGEND. Each Warrant Share, when issued, shall include a legend in
      substantially the following form:

            


    

     

    
      	
               
      

            	
              THESE
      SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
      "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
      ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER
      THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH
      RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO
      THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR APPLICABLE
      STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED
      TRANSFER.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    The Company will not, by amendment of
its charter or through reorganization, consolidation, merger, dissolution, sale
of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder of this Warrant against impairment.

    


    Dated:  ____________,
2009

     

    
      	 	 	 SPECTRASCIENCE,
      INC.	 
	Attest:	 	 	 
	 	 	 	 	 
	 	 	 By	 	 
	James
      Hitchin	 	 	 James
      Hitchin	 
	Title:
      Chairman and CEO     	 	 	 Title:  Secretary	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    PURCHASE
FORM

    


    Dated  _____________
20__

    


    The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of Purchasing ________ shares of Common Stock and hereby makes payment of
______________ in payment of the actual exercise price thereof.

    


    ___________________

    


    


    
      
        	
                INSTRUCTIONS FOR
      REGISTRATION OF STOCK

              
	 
      	 
      
	
                Name

              	
                 

              
	 
      	 
      
	
                (Please
      typewrite or print in block letters)

              
	 
      	 
      
	
                Address

              	
                 

              
	 
      	 
      
	 
      	 
      
	
                Signature

              	
                 

              


      

    

    


    ________________________

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED, _____________________________________ hereby sells, assigns and
transfers unto

     

    
      	
              Name

            	
               

            


    

    


    (Please
typewrite or print in block letters)

     

    
      	
              Address

            	
               

            


    

    the right
to purchase Common Stock represented by this Warrant to the extent of _________
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ______________ Attorney, to transfer the same on the
books of the Company with full power of substitution in the
premises.

    


    Date
_________, 20___

    


    Signature
_______________________

     

    
      
        
        

      

      
        8