exv10w47



 





EXHIBIT
10.47



THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES
LAWS, AND ARE “RESTRICTED SECURITIES” AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




Warrant
No. 092806-D





	WARRANT TO PURCHASE SHARES OF COMMON STOCK 
ISSUE DATE:
September 28, 2006





     This
certifies that John Abeles, M.D, an individual resident of the State of
Florida (or any valid Transferee thereof, the “Holder”), for value received, is entitled to
purchase from CytoCore, Inc., a Delaware corporation with its principal business office located at
414 North Orleans Street, Suite 502, Chicago, Illinois 60610 (together with its successors and
assigns, the “Company”), subject to the terms and conditions set forth below, at any time or from
time to time on and after the Issue Date as set forth above and before 3:00 p.m. (Eastern
Daylight Time) on September 28, 2011(the “Expiration Date”), Six Hundred and Twenty Five Thousand
(625,000) Shares of common stock, $0.001 par value per share, of the Company (“Common Stock”), at a price of
Twenty Cents ($0.20) per share. The shares purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase
Price,” respectively.



     1. Exercise of the Warrant.



          (a)
Exercise. The Holder may, at the Holder’s option, elect to exercise this Warrant,
in whole or in part, at any time or from time to time on or after the Issue Date but prior to 3:00 p.m. (Eastern Daylight Time) on the Expiration Date, by surrendering this
Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the
Holder, at the principal office of the Company, or at such other office or agency as the Company
may designate, accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In
no event shall any such exercise be for fewer than 10,000 Warrant Shares unless fewer than an
aggregate of 10,000 Warrant Shares are then purchasable under all outstanding Warrants held by the
Holder. Payment of the aggregate Purchase Price may be made in cash, certified or bank check, or
wire transfer of immediately available funds.




 









 





          (b)
Exercise Date and Status as Holder of Shares. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above (the
“Exercise Date”). At such time, the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise as provided in Subsection l(c) below shall be
deemed to have become the holder or holders of record of the Warrant Shares represented by such
certificates.




          (c) Issuance of Certificates. As soon as practicable after the exercise of this Warrant in
whole or in part, and in any event within 10 business days thereafter, the Company, at its expense,
will cause to be issued in the name of, and delivered to, the Holder, or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct:




               (i) a certificate or certificates for the number of full Warrant Shares to which the Holder
shall be entitled upon such exercise plus, in lieu of any fractional share to which the Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and



               (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant
Shares equal (without giving effect to any adjustment therein) to the number of such shares called
for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so
exercised.



          (d) Warrant Shares. The Warrant Shares issued upon any such exercise of this Warrant shall
be validly issued, fully paid and non-assessable.






     2. Adjustments.



          (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from
time to time after the Issue Date (or, if this Warrant was issued
upon partial exercise of, or in
replacement of, another warrant of like tenor, then the date on which such original warrant was
first issued) (either such date being referred to as the “Original Issue Date”) effect a
subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased. If the Company shall at any time or from time
to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase
Price then in effect immediately before the combination shall be proportionately increased. Any
adjustment under this Subsection 2(a) shall become effective at the close of business on the date
the subdivision or combination becomes effective.




          (b) Adjustment for Certain Dividends and Distributions. In the event the Company at any time
or from time to time after the Original Issue Date shall make or issue, or fix a record date for
the determination of holders of Common Stock entitled to receive, a dividend or other
distribution payable in shares of Common Stock, then and in each such event the Purchase Price
then in effect immediately before such event shall be decreased as of the time
of such issuance or, in the event such a record date shall have been fixed, as of the close of
business on such record date, by multiplying the Purchase Price then in effect by a fraction:




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               (1) the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such issuance or the close
of business on such record date, and



               (2) the
denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock issuable in payment
of such dividend or distribution;


provided, however, that if such record date shall have been fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price
shall be recomputed accordingly as of the close of business on such record date and thereafter the
Purchase Price shall be adjusted pursuant to this Subsection 2(b) as of the time of actual payment
of such dividends or distributions.




          (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made to
the Purchase Price pursuant to Subsections 2(a) or 2(b), the number of Warrant Shares purchasable
upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an
amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior
to such adjustment, multiplied by the Purchase Price in effect immediately prior to such
adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.




          (d) Adjustment for Reorganization. If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the Company in which the
Common Stock is converted into or exchanged for securities, cash or other property (other than a
transaction covered by Subsections 2(a) or 2(b)) (collectively, a “Reorganization”),
then, following such Reorganization, the Holder shall receive upon exercise hereof the kind and
amount of securities, cash or other property which the Holder would have been entitled to receive
pursuant to such Reorganization if such exercise had taken place immediately prior to such
Reorganization. In any such case, appropriate adjustment (as determined in good faith by the
Board) shall be made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the Holder, to the end that the provisions set forth in this
Section 2 (including provisions with respect to changes in and other adjustments of the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any
securities, cash or other property thereafter deliverable upon the exercise of this Warrant.




          (e) No Adjustments in Certain Cases. No adjustment in the number of
Warrant Shares purchasable pursuant to this Warrant shall be required unless the adjustment would
require an increase or decrease of at least one percent (1.0%) in the number of Warrant Shares then
purchasable upon the exercise of this Warrant. Except as provided in this Section 2, no other
adjustments in the number, kind or price of shares constituting Warrant Shares shall be made during
the term, or upon the exercise, of this Warrant. Further, no adjustments shall be made pursuant
to this Section 2 hereof in connection with the grant or exercise of presently
authorized or outstanding options to purchase, or the issuance of shares of Common Stock under,
the Company’s director or employee benefit, option and incentive plans.




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          (f) Treasury Stock. For purposes of this Section 2, shares of Common Stock owned or
held at any relevant time by, or for the account of, the Company, in its treasury or otherwise,
shall not be deemed to be outstanding for purposes of the calculations and adjustments herein
described.




     3. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to
issue any fractional shares, but shall pay in cash to the Holder an amount equal to such fraction
multiplied by the fair market value per share of Common Stock, as determined by the Board of
Directors in good faith.



     4. Investment Representations. The initial Holder represents and warrants to the Company as
follows:



          (a) Investment. The Holder is acquiring this Warrant, and (if and when such Holder exercises
this Warrant) will acquire the Warrant Shares, for such Holder’s own account for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor with any present
intention of distributing or selling the same; and the Holder has no present or contemplated
agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the
disposition thereof.



          (b) Accredited Investor. The Holder is an “accredited investor” as defined in Rule 501(a)
under the Act.



          (c) Experience. The Holder has made such inquiry concerning the Company and its business and
personnel as the Holder has deemed appropriate; and the Holder has sufficient knowledge and
experience in finance and business that the Holder is capable of evaluating the risks and merits of
an investment in the Company.



     5. Transfers, etc.



          (a) This Warrant and the Warrant Shares shall not be offered, sold or transferred unless
either (i) they first shall have been registered under the Act and any applicable state securities
laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel,
satisfactory to the Company, to the effect that such offer, sale or transfer is exempt from the
registration requirements of the Act and any applicable slate securities laws.




          (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially
in the following form:





“The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or any state securities
laws, and may not be offered, sold or otherwise transferred, pledged or
hypothecated unless and until such securities are registered under such
act and applicable state securities laws or an opinion of counsel
reasonably satisfactory to the Company is obtained to the effect that such
registration is not required”,



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     The foregoing legend shall be removed from the certificates representing any Warrant
Shares, at the request of the holder thereof, at such time as they become eligible for resale
pursuant to Rule 144 under the Act.



          (c) The Company will maintain a register containing the name and address of the Holder of
this Warrant. The Holder may change the Holder’s address as shown on the warrant register by
written notice to the Company requesting such change.




          (d) Subject to the provisions of clauses (a) and (b) of this Section 5, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant
with a properly executed assignment (in the form of Exhibit II hereto) at the principal
office of the Company (or, if another office or agency has been designated by the Company for
such purpose, then at such other office or agency). Upon the presentation and surrender of
such items to the Company, the Company shall execute and deliver to the transferee or
transferees of this Warrant a new Warrant or Warrants, in the name of the transferee or
transferees named in the assignment, and this Warrant shall at that time be canceled to the
extent transferred.




     6. No Impairment; Adjustment of Par Value.



          (a) The Company will not, by amendment of its charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities 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 against impairment.




          (b) Before taking any action that would cause an adjustment reducing the Purchase Price
per share below the then par value of the shares of Warrant Shares issuable upon exercise of
the Warrant, the Company will take any corporate action that may be necessary in order that
the Company may validly and legally issue fully paid and non-assessable shares of such Warrant
Shares at such adjusted price.




     7. Record
Date, etc. in the event:



          (a) the Company shall take a record of the holders of its Common Stock (or other stock or
securities at the time deliverable upon the exercise of this Warrant) for the purpose of
entitling or enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other securities,
or to receive any other right; or




          (b) of
any capital reorganization of the Company, any reclassification of the Common Stock
of the Company, any consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the surviving entity and its
Common Stock is not converted into or exchanged for any other securities or property), or any
transfer of all or substantially all of the assets of the Company; or




          (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the
Company,




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then, and in each such case, the Company will send or cause to be sent to the Holder a notice
specifying, as the case may be, (i) the record date for such dividend, distribution or right, and
the amount and character of such dividend, distribution or right, or (ii) the effective date on
which such reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the
holders of record of Common Stock (or such other stock or securities at the time deliverable upon
the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be sent at least 10 days prior to the record date or effective date for the event
specified in such notice.




     8. Reservation of Stock. The Company will at all times reserve and keep available,
solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant
Shares and other securities, cash and/or property as from time to time shall be issuable upon the
exercise of this Warrant.



     9. Exchange or Replacement of Warrants.



          (a) Upon the surrender by the Holder of this Warrant, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 5 hereof,
issue and deliver to or upon the order of the Holder, at the Company’s expense, a new Warrant or
Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of
any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof
for the number of shares of Common Stock (or other securities, cash and/or property) then issuable
upon exercise of this Warrant.




          (b) Upon receipt 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) upon
delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.




     10. Notices. All notices and other communications from the Company to the Holder in
connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a
reputable nationwide overnight courier service guaranteeing next business day delivery, to the
address last furnished to the Company in writing by the Holder. All notices and other
communications from the Holder to the Company in connection herewith shall be mailed by certified
or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the Company at its principal office set forth above.
If the Company should at any time change the location of its principal office to a place other than
as set forth above, it shall give prompt written notice to the Holder and thereafter all references
in this Warrant to the location of its principal office at the particular time shall be as so
specified in such notice. All such notices and communications shall be deemed delivered (a) three
business days after being sent by certified or registered mail,
return receipt requested,
postage prepaid, or (b) one business day after being sent via a reputable nationwide
overnight courier service guaranteeing next business day delivery.



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     11. No
Rights as Stockholder; No Liability. No provision of this Warrant shall be construed
as conferring upon the Holder hereof the right to vote, consent, receive dividends or receive
notice as a stockholder in respect of meetings of stockholders for the election of directors of the
Company or any other matter whatsoever as a stockholder of the
Company. In the absence of
affirmative action by the Holder hereof to purchase shares of Common Stock, no provision hereof
shall give rise to any liability of such Holder for the purchase price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of the Company.



     12. Payment of Taxes. The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of this Warrant or the shares of Common Stock comprising the Warrant
Shares; provided, however, the Company shall not be required to pay any tax that may be payable in
respect of any transfer of this Warrant or Warrant Shares.



     13. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an
instrument in writing signed by the party against which enforcement of the change or waiver is
sought. No waivers of any term, condition or provision of this Warrant, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision or any other term, condition or provision hereof.



     14. Section Headings. The section headings in this Warrant are for the convenience of the
parties only and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.



     15. Severability.
If any provision of this Warrant shall be held invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision
of this Warrant and, to this end, the provisions hereof are severable.



     16. Assignment. This Warrant shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors and permitted assigns.



     17. Governing Law. This Warrant will be governed by and construed in accordance with the
internal laws of the State of Delaware (without reference to the conflicts of law provisions
thereof).



     18. Signatures. This Warrant may be executed in one or more counterparts by
facsimile signature.



(Signature appears on next page).




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EFFECTIVE as of the Issue Date indicated above.




	 	 	 	 	 
	 	CYTOCORE, INC.

 	 
	 	By:  	/s/
Robert F. MeCullough,
 	 
	 	Robert F. MeCullough, Jr.
 	 
	 	Title:  Chief Financial Officer 	 
	 




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EXHIBIT I




PURCHASE FORM




			
	To:                                        
	 	Dated:                                        






     The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.        ),
hereby elects to purchase                                    shares of the Common Stock of CytoCore, Inc. by such
Warrant,




     The undersigned herewith makes payment of the full Purchase Price for such shares at
the price per share provided for in such Warrant. Such payment shall be in the aggregate amount of
$                    
          
           in cash, certified or bank check, or wire transfer of immediately available funds.



	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 







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EXHIBIT
II




ASSIGNMENT FORM




     FOR
VALUE RECEIVED,                                                              hereby
sells, assigns and transfers all of the rights of the undersigned under the attached Warrant
(No.                                         ) with respect to the number of shares of Common Stock of CytoCore, Inc. covered thereby
set forth below, unto:



	 	 	 	 	 	 	 
	Name of Assignee

	 	Address
	 	No. of Shares	 	 
	    
	 	 	 	 	 	 
	Dated:

	 	 	 	Signature:	 	 
	 
 

	 	 
	 	 

	 	 
	Signature Guaranteed:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	
 

	 	 	 	 	 	 





The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program) pursuant to Rule 17 A under the Securities Exchange Act of 1934, as
amended.





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