10-K










EXHIBIT 10.14  



THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE OR OTHER JURISDICTION’S
SECURITIES LAWS. NEITHER THE ISSUANCE AND SALE OF THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATIONS, AS PROMULGATED BY THE
SECURITIES AND EXCHANGE COMMISSION (“REGULATION S”), PURSUANT TO REGISTRATION
UNDER THE ACT OR BASED ON AN OPINION OF COUNSEL SATISFACTORY, IN FORM AND SUBSTANCE, TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 



ACRO INC.

WARRANT TO PURCHASE
SHARES OF COMMON STOCK 



Class of Stock: Common
Stock.

Number of Shares: As defined in
Section 1(b) below. 
Issuance Date: As defined in Section 1(c) below. 



Acro, Inc., a company organized under
the laws of the State of Nevada (the “COMPANY”), hereby certifies that, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
BIOTECH KNOWLEDGE LLC, the registered holder hereof (the “HOLDER”), is entitled,
subject to the terms set forth below, to purchase from the Company, at the Exercise Price
(as defined below) then in effect, upon surrender of this Warrant to Purchase Shares of
Common Stock (“WARRANT”), at any time or times on or after the date hereof, but
not after 11:59 P.M., NY Time, on the earlier of (i) three year anniversary of the
Issuance Date, (ii) any merger or consolidation in which the Company is a constituent
party, or a subsidiary of the Company is a constituent party and the Company issues shares
of its capital stock pursuant to such merger or consolidation, or the sale, lease,
transfer, exclusive license or other disposition, in a single transaction or series of
related transactions, by the Company or any subsidiary of the Company of all or
substantially all the assets of the Company and its subsidiaries taken as a whole, or the
sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the
Company if substantially all of the assets of the Company and its subsidiaries taken as a
whole are held by such subsidiary or subsidiaries, or the sale, transfer or issuance
(whether by merger, consolidation or otherwise) of voting securities (or securities
convertible into voting securities) of the Company such that the holders of at least fifty
percent (50%) of the voting power of the Company as of immediately prior to any such
transaction or series of related transactions cease to hold a majority of the voting power
of the Company as of immediately following any such transaction (“EXPIRATION
DATE”), up to the Number of Shares (as defined below) of fully paid and nonassessable
shares of the Company’s Common Stock (the “WARRANT SHARES”). 













    1.        DEFINITIONS  



    a.        “Note” shall
mean that certain Convertible Promissory note between           Acro, Inc. and BioTech
Knowledge LLC, dated February 22, 2009.  




         b.       
          “Number of Shares” shall equal the number of shares of Common Stock
          issued by the Company to the Holder pursuant to the Optional Conversion, as
          defined in the Note. 



         c.       
          “Issuance Date” shall mean the date of the Optional Conversion, as
          defined in the Note. 



         2.       
          EXERCISE OF WARRANT. 



         a.       
          Subject to the terms and conditions hereof, this Warrant may be exercised by the
          Holder on any day prior to the Expiration Date, in whole or in part, by (i)
          delivery of a written notice, in the form attached hereto as EXHIBIT A (the
          “EXERCISE NOTICE”), of the Holder’s election to exercise this
          Warrant, (ii) payment to the Company of an amount equal to the applicable
          Exercise Price multiplied by the number of Warrant Shares as to which this
          Warrant is being exercised (the “AGGREGATE EXERCISE PRICE”) in cash or
          wire transfer of immediately available funds, and (iii) the delivery to the
          Company of this Warrant. Execution and delivery of the Exercise Notice with
          respect to less than all of the Warrant Shares shall have the same effect as
          cancellation of the original Warrant and issuance of a new Warrant evidencing
          the right to purchase the remaining number of Warrant Shares. If this Warrant is
          submitted in connection with any exercise pursuant to this Section 2(a) and the
          number of Warrant Shares represented by this Warrant submitted for exercise is
          greater than the number of Warrant Shares being acquired upon an exercise, then
          the Company shall as soon as practicable and in no event later than five
          business days after any exercise and at its own expense, issue a new Warrant
          representing the right to purchase the number of Warrant Shares purchasable
          immediately prior to such exercise under this Warrant, less the number of
          Warrant Shares with respect to which this Warrant is exercised. No fractional
          Shares of Common Stock are to be issued upon the exercise of this Warrant, but
          rather the number of Shares of Common Stock to be issued shall be rounded up or
          down to the nearest whole number. 



        THE
WARRANT MAY NOT BE EXERCISED WITHIN THE UNITED STATES, AND NO SHARES MAY BE DELIVERED
WITHIN THE UNITED STATES UPON EXERCISE, OTHER THAN IN OFFERINGS DEEMED TO MEET THE
DEFINITION OF “OFFSHORE TRANSACTION” PURSUANT TO RULE 902(H) OF REGULATION S,
UNLESS REGISTERED UNDER THE ACT OR WRITTEN OPINION OF COUNSEL, SATISFACTORY, IN FORM AND
SUBSTANCE, TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.  




         b.       
          EXERCISE PRICE. For purposes of this Warrant, “EXERCISE PRICE” means
          $0.016 U.S. Dollars, subject to adjustment as provided herein. 



         3.       
          ADJUSTMENT OF EXERCISE PRICE. If the Company at any time after the date of
          issuance of this Warrant subdivides (by any stock split, stock dividend,
          recapitalization or otherwise) its outstanding Shares of Common Stock into a
          greater number of shares, the Exercise Price in effect immediately prior to such
          subdivision will be proportionately reduced and the number of Warrant Shares
          will be proportionately increased. If the Company at any time after the date of
          issuance of this Warrant combines (by combination, reverse share split or
          otherwise) its outstanding Shares of Common Stock into a smaller number of
          shares, the Exercise Price in effect immediately prior to such combination will
          be proportionately increased and the number of Warrant Shares will be
          proportionately decreased. Any adjustment under this Section 3 shall become
          effective at the close of business on the date the subdivision or combination
          becomes effective. 



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         4.       
          WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically
          provided herein, no Holder, solely in such person’s capacity as a holder,
          of this Warrant shall be entitled to vote or receive dividends or be deemed the
          holder of share of the Company for any purpose, nor shall anything contained in
          this Warrant be construed to confer upon the Holder, solely in such
          person’s capacity as a holder of this Warrant, any of the rights of a
          shareholder of the Company or any right to vote, give or withhold consent to any
          corporate action (whether any reorganization, issue of stock, reclassification
          of stock, consolidation, merger, conveyance or otherwise), receive notice of
          meetings, receive dividends or subscription rights, or otherwise, prior to the
          issuance to the Holder of the Warrant Shares which such person is then entitled
          to receive upon the due exercise of this Warrant. 



         5.       
          REISSUANCE OF WARRANTS. 



         a.       
          TRANSFER OF WARRANT. This Warrant may not be offered for sale, sold, transferred
          or assigned without the consent of the Company. 



         b.       
          LOST, STOLEN OR MUTILATED WARRANT. Upon receipt by the Company of evidence
          reasonably satisfactory to the Company of the loss, theft, destruction or
          mutilation of this Warrant, and, in the case of loss, theft or destruction, of
          any indemnification undertaking by the Holder to the Company in customary form
          and, in the case of mutilation, upon surrender and cancellation of this Warrant,
          the Company shall execute and deliver to the Holder a new Warrant representing
          the right to purchase the Warrant Shares then underlying this Warrant. 



         6.       
          NOTICES. Whenever notice is required to be given under this Warrant, unless
          otherwise provided herein, such notice shall be given in accordance with Section
          4(b) of the Note. 



         7.       
          AMENDMENT AND WAIVER. This Warrant may be amended only by a written instrument
          signed by the Company and the Holder. Any term of this Warrant may be waived
          only by an instrument in writing signed by the party against which enforcement
          of the waiver is sought. 



         8.       
          LEGENDS. This warrant and the Shares (and the securities issuable, directly or
          indirectly, upon conversion of the Shares, if any) shall be imprinted with a
          legend in substantially the following form: 



        THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE OR OTHER JURISDICTION’S SECURITIES LAWS. NEITHER THE ISSUANCE AND SALE OF THIS
WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, OFFERED
FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH
REGULATIONS, AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION (“REGULATION S”),
PURSUANT TO REGISTRATION UNDER THE ACT OR BASED ON AN OPINION OF COUNSEL SATISFACTORY, IN
FORM AND SUBSTANCE, TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT.  



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         9.       
          GOVERNING LAW. The Warrant is governed by the laws of the State of New York. The
          Holder, in its personal or corporate capacity and, if applicable, on behalf of
          each beneficial purchaser for whom it is acting, irrevocably agree to the
          jurisdiction of the courts of the State of New York, without reference to its
          conflict of laws provisions. 



         10.       
          CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by
          the Company and the Holder, and shall not be construed against any person as the
          drafter hereof. The headings of this Warrant are for convenience of reference
          and shall not form part of, or affect the interpretation of, this Warrant. 



        IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Shares of Common Stock
to be duly executed as of the Issuance Date set out above.  



	ACRO, INC.



By: /s/ Gadi Aner
——————————————

Gadi Aner
Chief Executive Officer and Chairmans		








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EXHIBIT A

EXERCISE NOTICE 



TO BE EXECUTED BY THE REGISTERED
HOLDER TO EXERCISE THIS WARRANT 
TO PURCHASE SHARES OF COMMON STOCK 



ACRO, INC. 



The undersigned Holder hereby
exercises the right to purchase _________________ of the shares of Common Stock
(“WARRANT SHARES”) of Acro, Inc., a company organized under the laws of the
State of Nevada (the “Company”), evidenced by the attached Warrant to Purchase
Shares of Common Stock (the “WARRANT”). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant. 



        1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price
          shall be made as:  




____________ a "CASH EXERCISE" with
respect to _________________ Warrant Shares. 



        2.
Payment of Exercise Price. The Holder is hereby delivering to the Company
          payment in the amount of $_________ representing the Aggregate Exercise Price
          for such Warrant Shares.  




        3. Delivery
of Warrant Shares. The Company shall deliver to the Holder __________           Warrant
Shares in accordance with the terms of the Warrant.  




        4. The
Holder hereby deliver a written opinion of counsel, satisfactory, in form           and
substance, to the Company, to the effect that the Warrant and the securities
          delivered upon exercise thereof have been registered under the Act or are
exempt           from registration thereunder, or alternatively represents, warrants, and
certify           that (i) it is not a U.S. person, (as that term is defined under
Regulation S),           (ii) the Warrant is not being exercised on behalf of a U.S.
person, (iii) the           Warrant is not being exercised within the United States.  




Date: _______________ __,
______ 



	BIOTECH KNOWLEDGE LLC



By: /s/ Ehud Keinan
——————————————

Ehud Keinan
Sole Member		







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