Unassociated Document


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT,
      THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. ADDITIONALLY,
      HEDGING TRANSACTIONS IN RESPECT OF THESE SECURITIES MUST BE EFFECTED IN
      ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IF
      APPLICABLE. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
      MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
      INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE
      SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    OF

     

    OSTEOLOGIX,
      INC.

     

    PW-[
      ]

     

    This
      is
      to Certify That, FOR VALUE RECEIVED, ____________ or its registered assigns
      (“Holder”),
      is
      entitled to purchase, subject to the provisions of this Warrant, from
      Osteologix, Inc., a Delaware corporation (the “Company”),
      up to
      ______________________(_________) fully paid, validly issued and nonassessable
      shares of the common stock, $.0001 par value (“Common
      Stock”)
      of the
      Company, at the Exercise Price at any time or from time to time during the
      period commencing on the date hereof through the Warrant Expiration Date (the
      “Exercise
      Period”).
      The
      number of Warrant Shares to be received upon the exercise of this Warrant and
      the price to be paid for each Warrant Share may be adjusted from time to time
      as
      hereinafter set forth. This Warrant, together with the other warrants of like
      tenor issued in the Placement, are collectively referred to as the “Warrants”
which
      are being issued contemporaneously to the Holders upon consummation of the
      Placement.

     

    SECTION
      1. DEFINITIONS.
      As used
      herein, the following terms shall have the following meanings, unless the
      context shall otherwise require:

     

    (a) “Exercise
      Date”
shall
      mean the date on which the Company shall have received both (a) the Notice
      of
      Exercise annexed hereto duly executed by the Holder hereof or his attorney
      duly
      authorized in writing, and (b) if payment is to be made in cash, cash or an
      official bank or certified check made payable to the Company, of an amount
      in
      lawful money of the United States of America equal to the Exercise
      Price.

     

    (b) “Exercise
      Price”
shall
      mean the purchase price to be paid upon exercise of this Warrant in accordance
      with the terms hereof, which price shall be $1.20 per Warrant Share, subject
      to
      adjustment from time to time pursuant to the provisions of Section 5
      hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c) “Placement”
shall
      mean the Company’s private placement of 1,912,877 units
      (“Units”),
      each
      Unit consisting of (i) two shares of Common Stock and (ii) one common stock
      purchase warrant exercisable to purchase one share of Common Stock pursuant
      to a
      Securities Purchase Agreement dated as of the date of this Warrant.

     

    (d) “Registered
      Holder”
shall
      mean the person in whose name any Warrant shall be registered on the books
      maintained by the Company.

    


    (e) “Warrant
      Expiration Date”
shall
      mean 5:00 P.M. (New York time) on August 31, 2008.

     

    (f) “Warrant
      Shares”
shall
      mean the shares of Common Stock deliverable upon exercise of the Warrants,
      as
      adjusted from time to time.

     

    SECTION
      2. EXERCISE.

     

    (a) The
      purchase rights represented by this Warrant shall be exercisable by the Holder
      in whole or in part at any time or from time to time during the Exercise Period
      by the surrender of this Warrant and the Notice of Exercise attached as Annex
      I
      hereto duly completed and executed on behalf of the Holder, together (unless
      such exercise is on a cashless basis pursuant to Section 2(b)) with the
      payment to the Company, by cash or official
      bank or certified check,
      of the
      Exercise Price for the Warrant Shares so purchased, at
      the
      principal office of the Company (or such other office or agency of the Company
      as it may designate by notice in writing to the Holder at the address of the
      Holder appearing on the books of the Company). This Warrant shall be deemed
      to
      have been exercised immediately prior to the close of business on the date
      of
      its surrender for exercise as provided above (including payment), and the person
      entitled to receive the Warrant Shares issuable upon such exercise shall be
      treated for all purposes as the holder of record of such shares as of the close
      of business on such date. As promptly as practicable on or after such date
      (but
      no more than five days thereafter), the Company, at its expense, shall issue
      and
      deliver to the person or persons entitled to receive the same, a certificate
      or
      certificates for the number of Warrant Shares issuable upon such exercise.
      In
      the event that this Warrant is exercised in part, the Company, at its expense,
      shall, simultaneously with the delivery described in the immediately preceding
      sentence, execute and deliver a new Warrant of like tenor exercisable for the
      number of shares for which this Warrant may then be exercised.

     

    (b) The
      Holder may, at its option, exchange this Warrant on a cashless basis, in whole
      or in part (a “Warrant
      Exchange”),
      for
      the number of Warrant Shares determined in accordance with this Section 2(b),
      by
      surrendering this Warrant at the principal office of the Company, accompanied
      by
      the Notice of Exercise attached as Annex I hereto duly completed and executed
      on
      behalf of the Holder indicating the Holder’s intent to effect such exchange, the
      number of Warrant Shares underlying such Warrant to be exchanged and the date
      of
      the notice of such intent to exchange (the “Notice
      of Exchange”).
      The
      Warrant Exchange shall take place on the date set forth in the Notice of
      Exchange (the “Exchange
      Date”),
      which
      date shall not be prior to the date the Notice of Exchange was delivered.
      Certificates for the Warrant Shares issuable upon such Warrant Exchange and,
      if
      applicable, a new Warrant of like tenor evidencing the balance of the Warrant
      Shares remaining subject to this Warrant, shall be issued as of the Exchange
      Date and delivered to the Holder as soon as practicable (but not more than
      five
      business days) following the Exchange Date. In connection with any Warrant
      Exchange, the Company shall issue to the Holder such number of fully paid and
      nonassessable shares of Common Stock as is computed using the following
      formula:

     

    
      X
        =
Y
        (A-B)

      A

      


      where                X
        = the
        number of shares to be issued to the Holder pursuant to the Warrant
        Exchange.

       

      Y
        = the
        number of shares covered by the Warrant which the Holder has elected to exchange
        pursuant to this Section 4(b).

       

      A
        = the
        current market price per share of Common Stock (as defined below) on the
        Exchange Date. 

       

      B
        = the
        Exercise Price in effect under the Warrant on the Exchange Date (as adjusted
        to
        the date of such calculation).

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    For
      the
      purpose of any computation under Subsections (b) above, the current market
      price
      per share of Common Stock on the Exchange Date shall be determined as
      follows:

     

    (i) If
      the
      Common Stock is listed on or quoted for trading on the American Stock Exchange,
      the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select
      Market, or the Nasdaq Capital Market, the current market value shall be the
      last
      reported sale price of the Common Stock on such exchange on such trading day
      or
      if no such sale is made on such day, the average closing bid and asked prices
      for such day on such exchange;

     

    (ii) If
      the
      Common Stock is not so listed or quoted for trading, but is traded or quoted
      for
      trading on the OTC Bulletin Board or in the pink sheets, the current market
      value shall be the mean of the average of the last reported bid and asked prices
      reported by the National Quotation Bureau, Inc. for such trading day (or if
      no
      such prices are available on such date, the most recent date preceding such
      date
      when such prices were reported); or

     

    (iii) 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 book value thereof as at the end of the most recent fiscal
      year of the Company ending prior to such business day, determined in such
      reasonable manner as may be prescribed by the Board of Directors of the
      Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
      3. RESERVATION
      OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

     

    (a) The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized Common Stock, solely for the purpose of issue upon exercise
      of
      the Warrants, such number of shares of Common Stock as shall then be issuable
      upon the exercise of all outstanding Warrants. The Company covenants that all
      shares of Common Stock which shall be issuable upon exercise of the Warrants
      and
      payment of the Exercise Price shall, at the time of delivery, be duly and
      validly issued, fully paid, nonassessable and free from all taxes, liens and
      charges with respect to the issue thereof (other than those which the Company
      shall promptly pay or discharge).

     

    (b) The
      Company will use reasonable efforts to obtain appropriate approvals or
      registrations under state “blue sky” securities laws with respect to the
      issuance of the Warrant Shares; provided, however, that the Company shall not
      be
      obligated to file any general consent to service of process or qualify as a
      foreign corporation in any jurisdiction. With respect to any such state
      securities laws, however, Warrants may not be exercised by, or shares of Common
      Stock issued to, any Registered Holder in any state in which such exercise
      would
      be unlawful.

     

    (c) The
      Company shall pay all documentary, stamp or similar taxes and other governmental
      charges that may be imposed with respect to the issuance of any Warrants or
      Warrant Shares; provided, however, that if the Warrant Shares are to be
      delivered in a name other than the name of the Registered Holder of the Warrant
      being exercised, then no such delivery shall be made unless the person
      requesting the same has paid to the Company the amount of transfer taxes or
      charges incident thereto, if any.

     

    SECTION
      4. 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 or at the office of its stock
      transfer agent, if any, 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 or at the office of its stock transfer agent,
      if
      any, with the Assignment Form annexed hereto duly executed by the Holder and
      funds sufficient to pay any transfer tax delivered by the Holder, the Company
      shall, without charge, subject to the Holder’s compliance with the restrictive
      legend set forth on the front page of this Warrant, 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 that carry the same rights upon presentation hereof
      at the principal office of the Company or at the office of its stock transfer
      agent, if any, together with a written notice specifying the denominations
      in
      which new warrants are to be issued to the Holder and signed by the Holder
      hereof. The term “Warrants” 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    (a) 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
      such dividend or distribution or of the effective date of such subdivision,
      combination or reclassification shall be adjusted so that it shall equal the
      price determined by multiplying the Exercise Price by a fraction, the
      denominator of which shall be the number of shares of Common Stock outstanding
      after giving effect to such action, and the numerator of which shall be the
      number of shares of Common Stock outstanding immediately prior to such action.
      Such adjustment shall be made successively whenever any event listed above
      shall
      occur.

     

    (b) In
      case
      of any reclassification, capital reorganization, exchange of shares,
      liquidation, recapitalization or change of the Common Stock (other than as
      a
      result of a subdivision, combination or stock dividend provided for in
      Section 5(a) hereof), or in case of any consolidation or merger of the
      Company with or into another corporation or entity (other than a merger with
      a
      subsidiary in which merger the Company is the continuing corporation and which
      does not result in any reclassification or capital reorganization or change
      of
      the outstanding Common Stock) or in case of any sale, lease or conveyance to
      another corporation or entity of all or substantially all of the assets of
      the
      Company, then the Company shall, as a condition precedent to such transaction,
      cause lawful and effective provisions to be made (and duly executed documents
      evidencing the same from the Company or its successor shall be delivered to
      the
      Holder) so that the Holder shall have the right thereafter upon exercise of
      this
      Warrant, to purchase the kind and amount of shares of stock and other securities
      and property receivable upon such reclassification, capital reorganization,
      exchange of shares, liquidation, recapitalization, change, consolidation,
      merger, sale or conveyance by a holder of the number of shares of Common Stock
      which might have been received upon conversion of this Warrant immediately
      prior
      to such reclassification, capital reorganization, exchange of shares,
      liquidation, recapitalization, change, consolidation, merger, sale or
      conveyance, and in any such event, such provision shall include provision for
      adjustments which shall be as nearly equivalent as may be practicable to the
      adjustments provided for herein. The Company shall not effect any such
      consolidation, merger, sale, transfer or other disposition described above,
      unless prior to or simultaneously with the consummation thereof the successor
      corporation (if other than the Company) resulting from such consolidation or
      merger or the corporation purchasing or otherwise acquiring such assets shall
      assume, by written instrument executed and mailed or delivered to the Holder
      of
      this Warrant at the last address of the Holder appearing on the books of the
      Company, the obligation to deliver to the Holder such shares of stock,
      securities, cash or properties as, in accordance with the foregoing provisions,
      the Holder may be entitled to acquire. The above provisions of this paragraph
      shall similarly apply to successive reorganizations, reclassifications,
      exchanges, liquidations, recapitalizations, changes, consolidations, mergers,
      sales, transfers or other dispositions, if any.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company shall promptly give written notice of any adjustment under this Section
      5 to each Registered Holder of the Warrants.

     

    (d) Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares of
      Common Stock purchasable upon exercise of this Warrant, this Warrant may
      continue to express the same price and number and kind of Warrant Shares as
      were
      stated prior to such adjustment. In all events, appropriate adjustment (as
      determined in good faith by the Company’s Board of Directors) shall be made in
      the application of the provisions of this Warrant with respect to the rights
      and
      interests of the Holder after the transaction, to the end that the provisions
      of
      this Warrant shall be applicable after that event, as near as reasonably may
      be,
      in relation to any shares or other property deliverable after that event upon
      exercise of this Warrant.

     

    SECTION
      6. REGISTRATION
      UNDER THE SECURITIES ACT OF 1933.
      The
      Company agrees to register the resale of the Warrant Shares under the Securities
      Act on the terms and subject to the conditions set forth in the Registration
      Rights Agreement between the Company and the purchasers of Units in the
      Placement (other than the Excluded Purchaser as defined in the Registration
      Rights Agreement).

     

    SECTION
      7. FRACTIONAL
      WARRANTS AND FRACTIONAL SHARES. The
      Company shall not be required to issue fractions of shares, upon exercise of
      this Warrant or otherwise, or to distribute certificates that evidence
      fractional shares. With respect to any fraction of a share called for upon
      any
      exercise of this Warrant, the Company shall pay to the Holder an amount in
      cash
      equal to such fraction multiplied by the current market value of such fractional
      share, determined in accordance with Section 2(b) hereof, except that the price
      under clauses (i) and (ii) thereof shall be based on the 10 trading days prior
      to the date of exercise of this Warrant.

     

    SECTION
      8. WARRANT
      HOLDERS NOT DEEMED STOCKHOLDERS.
      The
      Holder shall not, as such, be entitled to vote or to receive dividends or be
      deemed the holder of Common Stock that may at any time be issuable upon exercise
      of this Warrant for any purpose whatsoever, nor shall anything contained herein
      be construed to confer upon the Holder, as such, any of the rights of a
      stockholder of the Company or any right to vote for the election of directors
      or
      upon any matter submitted to stockholders at any meeting thereof, or to give
      or
      withhold consent to any corporate action (whether upon any recapitalization,
      issue or reclassification of stock, change of par value or change of stock
      to no
      par value, consolidation, merger or conveyance or otherwise), or to receive
      notice of meetings, or to receive dividends or subscription rights, until the
      Holder shall have exercised this Warrant and been issued shares of Common Stock
      in accordance with the provisions hereof.

     

    SECTION
      9. MODIFICATION.
      The
      provisions of the Warrants may from time to time be amended, modified or waived,
      if such amendment, modification or waiver is in writing and consented to by
      the
      Company and the holders of at least a majority of the outstanding Warrants
      (based on the number of Warrant Shares underlying the Warrants), provided that
      Section 6 may only be modified by the consent of holders of at least eighty
      percent (80%) of the outstanding Warrants (based on the number of Warrant Shares
      underlying the Warrants). Any such amendment, modification or waiver shall
      be
      binding upon the Holder of this Warrant regardless of whether the Holder
      consented to such amendment, modification or waiver; provided that nothing
      shall
      prevent the Company and the Holder from consenting to modifications to this
      Warrant which affect or are applicable to the Holder only.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    SECTION
      10. GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York, without giving effect to its conflict of laws rules, except
      to the extent that the application of the General Corporation Law of the State
      of Delaware is mandatorily applicable.

     

    SECTION
      11. NOTICES,
      ETC.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be deemed to have been made when delivered personally, one
      business day after being sent by overnight courier, and five business days
      after
      being mailed first class registered or certified mail, postage prepaid as
      follows (i) if to the Holder, at the address of the Holder as shown on the
      registry books maintained by the Company, or at such other address as the Holder
      shall have furnished to the Company in writing, and (ii) if to the Company,
      to
      it at 425 Market Street, Suite 2230, San Francisco, California 94105, Attention:
      Matthew Loar, or at such other address as the Company shall have furnished
      to
      the Holder.

     

    SECTION
      12. SEVERABILITY.
      If any
      provision of this Warrant is held to be unenforceable under applicable law,
      then
      such provision shall be excluded from this Warrant and the balance of this
      Warrant shall be interpreted as if such provision were so excluded and shall
      be
      enforceable in accordance with its terms. A court of competent jurisdiction,
      in
      its discretion, may substitute for the excluded provision an enforceable
      provision which in economic substance reasonably approximates the excluded
      provision.

     

    SECTION
      13. The
      Company will not, by any voluntary action avoid or seek to avoid the observance
      or performance of any of the terms to be observed or performed hereunder by
      the
      Company, but will at all times in good faith assist in the carrying out of
      all
      provisions of this Warrant 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
      manually or in facsimile by its officer thereunto duly authorized.

     

    
      	 	 	 
	 	
              OSTEOLOGIX,
                INC.

            
	 
 	 
 	 
 
	
              Dated:
                June 4, 2007

            	By:  	 
	 	
              

              Name:
                Philip Young 

            
	 	
              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

       

    


     

    Annex
      I

     

    NOTICE
      OF
      EXERCISE 

     

    To
      Be
      Executed by the Holder

    in
      Order
      to Exercise Warrants

     

    The
      undersigned Holder hereby irrevocably elects to exercise this Warrant to the
      extent of purchasing ____________________ shares of Common Stock of Osteologix,
      Inc., and requests that certificates for such securities shall be issued in
      the
      name of

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    ______________________________

    ______________________________

    ______________________________

    [please
      print or type name and address]

    and
      be
      delivered to

    ______________________________

    ______________________________

    ______________________________

    [please
      print or type name and address]

     

    and
      if
      such Warrant is not be exercised in full, that a new Warrant to purchase the
      balance of shares be registered in the name of, and delivered to, the Holder
      at
      the address stated below.

     

    If
      Cashless Exercise pursuant to Section 2(b), check here _____, and
      indicate:

    


    Number
      of
      Warrant Shares to be Exchanged: ________________

    


    Exchange
      Date: __________________


     

    
      	Dated:	 	 	
            
	
              
                

              

            	 	 	
              
Name
              (please print)
	
            	 	 	
               

              
                

              

              
                

              

              Address

              
              

            
	 	 	 	 
	 	 	 	
              
Signature 
	 	 	 	 
	 	 	 	
              
Taxpayer
              Identification
              Number


    

     

    
      
        
        

      

      
        9

        
          

        

      

       

    

     

    ASSIGNMENT

     

    To
      Be
      Executed by the Holder

    in
      Order
      to Assign Warrants

     

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

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

     

    ______________________________

    ______________________________

    ______________________________

    [please
      print or type name and address]

     

    the
      right
      to purchase Common Stock of Osteologix, Inc. represented by this Warrant to
      the
      extent of ____________ shares, and hereby irrevocably constitutes and appoints
      ____________________________________ _______________________________ Attorney
      to
      transfer this Warrant on the books of the Company, with full power of
      substitution in the premises.

    


    
       

      
        	Dated:	 	 	
              
	
                
                  

                

              	 	 	
              
	
                Signature: 

                
                  
 

              	 	 	
                 

              


      

    

     

    
      
        
        

      

      
        10