ihbt8k51109ex4_1.htm


    
      

    

    EXHIBIT
4.1

     

    

      RTHE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.

      


      WARRANT

      


      TO
PURCHASE ________
SHARES OF COMMON STOCK

      OF

      INHIBITON
THERAPEUTICS, INC.

      


      THIS CERTIFIES THAT, for good and
valuable consideration, __________(the “Holder”), or
its registered assigns, is entitled to subscribe for and purchase from Inhibiton
Therapeutics, Inc., a Nevada corporation (the “Company”), at any time after the
date hereof up to and including 5:00 p.m. Centennial, Colorado time on March 4,
2012 (the “Expiration Date”), __________ (__________) fully paid and non-assessable
shares of the Common Stock of the Company at the price of $0.12 per share (the “Warrant
Exercise Price”), subject to the antidilution provisions of this
Warrant.  The shares which may be acquired upon exercise of this
Warrant are referred to herein as the “Warrant Shares.”  As used
herein, the term “Holder” means the record holder of this Warrant identified
above, any registered transferee of such holder, or any record holder or holders
of the Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant.  As used herein, the term “Common Stock” means and includes
the Company’s presently authorized common stock, and shall also include any
capital stock of any class of the Company hereafter authorized which shall not
be limited to a fixed sum or percentage in respect of the rights of the Holders
thereof to participate in dividends or in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution, or winding up of the
Company.

      


      This Warrant is subject to the
following provisions, terms and conditions:

      


      1.           Exercise:
Transferability.  Subject to the provisions of Section 3
hereof, the rights represented by this Warrant may be exercised by the Holder
hereof at any time prior to its expiration, in whole or in part (but not as to a
fractional share of Common Stock), by written notice of exercise (in the form
attached hereto) delivered to the Company at the principal office of the Company
prior to the Expiration Date and accompanied or preceded by the surrender of
this Warrant along with a check in payment of the Warrant Exercise Price for
such shares.  Each successive holder of this Warrant. Or any portion
of the rights represented hereby, shall be bound by the terms and conditions set
forth herein.

      


      2.           Exchange and
Replacement.  Subject to Sections 1 and 7 hereof, this Warrant
is exchangeable upon the surrender hereof by the Holder to the Company at its
office for new Warrants of like tenor and date representing in the aggregate the
right to purchase the number of Warrant Shares purchasable hereunder, each of
such new Warrants to represent the right to purchase such number of Warrant
Shares (not to exceed the aggregate total number purchasable hereunder) as shall
be designated by the Holder at the time of such surrender. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor, in lieu of this
Warrant.  This Warrant shall be promptly canceled by the Company upon
the surrender hereof in connection with any exchange or
replacement.  The Company shall pay all expenses, taxes (other than
stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section
2.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.           Issuance of the Warrant
Shares.

      


      (a)           The
Company agrees that the shares of Common Stock purchased hereby shall be and are
deemed to be issued to the Holder as of the close of business on the date on
which this Warrant shall have been surrendered and the payment made for such
Warrant Shares as aforesaid.  Subject to the provisions of the next
section, certificates for the Warrant Shares so purchased shall be delivered to
the Holder within a reasonable time, not exceeding fifteen (15) days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such
time.

      


      (b)           Notwithstanding
the foregoing, however, the Company shall not be required to deliver any
certificate for Warrant Shares upon exercise of this Warrant except in
accordance with exemptions from the applicable securities registration
requirements or registrations under applicable securities laws.  Such
Holder shall also provide the Company with written representations from the
Holder and any proposed transferee satisfactory to the Company regarding the
transfer or, at the election of the Company, an opinion of counsel reasonably
satisfactory to the Company to the effect that the proposed transfer of this
Warrant or disposition of shares may be effected without registration or
qualification (under any Federal or State law) of this Warrant or the Warrant
Shares.  Upon receipt of such written notice and either such
representations or opinion by the Company, such Holder shall be entitled to
transfer this Warrant, or to exercise this Warrant in accordance with its terms
and dispose of the Warrant Shares, all in accordance with the terms of the
notice delivered by such Holder to the Company, provided that an appropriate
legend, if any, respecting the aforesaid restrictions on transfer and
disposition may be endorsed on this Warrant or the certificates for the Warrant
Shares.  Nothing herein, however, shall obligate the Company to effect
registration under federal or state securities laws.  The Holder
agrees to execute such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemption relied upon by
the Company, or the registration made, for the issuance of the Warrant
Shares.

      


      4.           Covenants of the
Company.  The Company covenants and agrees that all Warrant
Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issue thereof except for all taxes, liens and charges imposed by the
Holder.  The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.

      


      
        
          
          

        

        
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      5.           Antidilution
Adjustments.  The provisions of this Warrant are subject to
adjustment as provided in this Section 5.

      


      (a)           The
Warrant Exercise Price shall be adjusted from time to time such that in case the
Company shall hereafter:

      


      
        	
                 
      

              	
                (i)

              	
                pay
      any dividends on any class of stock of the Company payable in Common
      Stock;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                subdivide
      its then outstanding shares of Common Stock into a greater number of
      shares; or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                combine
      outstanding shares of Common Stock, by reclassification or
      otherwise;

              


      

      


      then, in
any such event, the Warrant Exercise Price in effect immediately prior to such
event shall (until adjusted again pursuant hereto) be adjusted immediately after
such event to a price (calculated to the nearest full cent) determined by
dividing (a) the number of shares of Common Stock outstanding immediately prior
to such event, multiplied by the then existing Warrant Exercise Price, by (b)
the total number of shares of Common Stock outstanding immediately after such
event, and the resulting quotient shall be the adjusted Warrant Exercise Price
per share.  An adjustment made pursuant to this Subsection shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification.  If, as a
result of an adjustment made pursuant to this Subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and
other capital stock of the Company, the Board of Directors (whose determination
shall be conclusive) shall determine the allocation of the adjusted Warrant
Exercise Price between or among shares of such classes of capital stock or
shares of Common Stock and other capital stock.  All calculations
under this Subsection shall be made to the nearest cent or to the nearest 1/100
of a share, as the case may be.  If, at any time as a result of an
adjustment made pursuant to this Subsection, the Holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive any shares
of the Company other than shares of Common Stock, thereafter the Warrant
Exercise Price of such other shares so receivable upon exercise of any 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 Common Stock
contained in this Section 5.

      


      (b)           Upon
each adjustment of the Warrant Exercise Price pursuant to Section 5(a)
above, the Holder of each Warrant shall thereafter (until another such
adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the
number of shares, calculated to the nearest full share, obtained by multiplying
the number of shares specified in such Warrant (as adjusted as a result of all
adjustments in the Warrant Exercise Price in effect prior to such adjustment) by
the Warrant Exercise Price in effect prior to such adjustment and dividing the
product so obtained by the adjusted Warrant Exercise Price.

      


      
        
          
          

        

        
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      (c)           In
case of any consolidation or merger to which the Company is a party other than a
merger or consolidation in which the Company is the continuing corporation, or
in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Company), there shall be no adjustment under Subsection (a) of this
Section but the Holder of each Warrant then outstanding shall have the
right thereafter to convert such Warrant into the kind and amount of shares of
stock and other securities and property which such Holder would have owned or
have been entitled to receive immediately after such consolidation, merger,
statutory exchange, sale, or conveyance had such Warrant been converted
immediately prior to the effective date of such consolidation, merger, statutory
exchange, sale, or conveyance and in any such case, if necessary, appropriate
adjustment shall be made in the application of the provisions set forth in this
Section with respect to the rights and interests thereafter of any Holders of
the Warrant, to the end that the provisions set forth in this Section shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock and other securities and property thereafter
deliverable on the exercise of the Warrant.  The provisions of this
Subsection shall similarly apply to successive consolidations, mergers,
statutory exchanges, sales or conveyances.

      


      (d)           Upon
any adjustment of the Warrant Exercise Price, then and in each such case, the
Company shall within ten (10) days after the date when the circumstances giving
rise to the adjustment occurred give written notice thereof, by first-class
mail, postage prepaid, addressed to the Holder as shown on the books of the
Company, which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of
Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

      


      6.           No Voting Rights.
This Warrant shall not entitle the Holder to any voting rights or other rights
as a shareholder of the Company.

      


      7.           Notice of Transfer of
Warrant or Resale of the Warrant Shares.

      


      (a)           Subject
to the sale, assignment, hypothecation, or other transfer restrictions set forth
in Section 1 hereof, the Holder, by acceptance hereof, agrees to give written
notice to the Company before transferring this Warrant or transferring any
Warrant Shares of such Holder’s intention to do so, describing briefly the
manner of any proposed transfer.  Promptly upon receiving such written
notice, the Company shall present copies thereof to the Company’s counsel and to
counsel to the original purchaser of this Warrant. If in the opinion of each
such counsel the proposed transfer may be effected without registration or
qualification (under any federal or state securities laws), the Company, as
promptly as practicable, shall notify the Holder of such opinion, whereupon the
Holder shall be entitled to transfer this Warrant or to dispose of Warrant
Shares received upon the previous exercise of this Warrant, all in accordance
with the terms of the notice delivered by the Holder to the Company; provided
that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel to the Company and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of
the Securities Act of 1933, as amended (the “1933 Act”) and applicable state
securities laws; and provided further that the Holder and prospective transferee
or purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Warrant or Warrant Shares.

      


      
        
          
          

        

        
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      (b)           If,
in the opinion of either of the counsel referred to in this Section 7, the
proposed transfer or disposition of this Warrant or such Warrant Shares
described in the written notice given pursuant to this Section 7 may not be
effected without registration or qualification of this Warrant or such Warrant
Shares the Company shall promptly give written notice thereof to the Holder, and
the Holder will limit its activities in respect to such as, in the opinion of
both such counsel, are permitted by law.

      


      8.           Fractional Shares.
Fractional shares shall not be issued upon the exercise of this Warrant, but in
any case where the Holder would, except for the provisions of this Section, be
entitled under the terms hereof to receive a fractional share, the Company
shall, upon the exercise of this Warrant for the largest number of whole shares
then called for, pay a sum in cash equal to the sum of (a) the excess, if any,
of the Fair Market Value of such fractional share over the proportional part of
the Warrant Exercise Price represented by such fractional share, plus (b) the
proportional part of the Warrant Exercise Price represented by such fractional
share.

      


      9.           Miscellaneous.  Whenever
reference is made herein to the issue or sale of shares of Common Stock, the
term “Common Stock” shall include any stock of any class of the Company other
than preferred stock with a fixed limit on dividends and a fixed amount payable
in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Company.

      


      The Company will not, by amendment of
its Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act or deed, avoid or
seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by the Company,
but will, at all times in good faith, assist, insofar as it is able, in the
carrying out of all provisions hereof and in the taking of all other action
which may be necessary in order to protect the rights of the Holder hereof
against dilution.

      


      The representations, warranties and
agreements herein contained shall survive the exercise of this
Warrant.  References to the “holder of” include the immediate holder
of shares purchased on the exercise of this Warrant, and the word “holder” shall
include the plural thereof.  This Common Stock Purchase Warrant shall
be interpreted under the laws of the State of Nevada.

      


      
        
          
          

        

        
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      All shares of Common Stock or other
securities issued upon the exercise of the Warrant shall be validly issued,
fully paid and non-assessable, and the Company will pay all taxes due and
payable by the issuer in respect of the issuance thereof.

      


      Notwithstanding anything contained
herein to the contrary, the holder of this Warrant shall not be deemed a
Shareholder of the Company for any purpose whatsoever until and unless this
Warrant is duly exercised.

      


      Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated orally but only by an
instrument in writing signed by the part against which enforcement of the
change, waiver, discharge or termination is sought.

      


      IN WITNESS WHEREOF, Inhibiton
Therapeutics, Inc. has caused this Warrant to be signed by its duly authorized
officer effective as of March 4, 2009.

      


      “Company”

      


      INHIBITON THERAPEUTICS,
INC.

      


      


      


      By
______________________________________

      Its:
Secretary

      



      
        
           


        

        
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      To:                 INHIBITON
THERAPEUTICS, INC.

      


      


      
        	
                NOTICE
      OF EXERCISE OF WARRANT  --

              	
                To
      Be Executed by the Registered Holder in Order to Exercise the
      Warrant

              


      

      


      


      The
undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase for cash, __________________ of the shares issuable upon the exercise
of such Warrant, and requests that certificates for such shares (together with a
new Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) shall be issued in the name of

      


      


      


      


      __________________________________________

      (Print Name)

      


      


      Please
insert social security

      or other
identifying number

      of
registered Holder of

      certificate
(_____________)                                                                                     Address:

      


      


      __________________________________________

      


      __________________________________________

      


      Tax ID #
__________________________________

      


      Phone:  ___________________________________

      


      


      Dated:  ____________                                                      __________________________________________

      Signature*

      


      


      *The
signature on the Notice of Exercise of Warrant must correspond to the name as
written upon the face of the Warrant in every particular without alteration or
enlargement or any change whatsoever.  When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ASSIGNMENT
FORM

      


      


      To be
signed only upon authorized transfer of Warrants.

      


      


      


      FOR VALUE RECEIVED, the undersigned
hereby sells, assigns, and transfers unto _______________________________ the
right to purchase the securities of Inhibiton Therapeutics, Inc. to which the
within Warrant relates and appoints ______________________, attorney, to
transfer said right on the books of Inhibiton Therapeutics, Inc. with full power
of substitution in the premises.

      


      Dated:  ____________                                                                           __________________________________________

      (Signature)

      


      


      


      Address:

      


      __________________________________________