EXHIBIT 10.3
FORM OF COMMON STOCK PURCHASE WARRANT
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
THE HOLDER HEREOF, BY
PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE
COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
IN ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE
AGREEMENT"), DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL
AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH
LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION
OBLIGATIONS OF THE COMPANY.
_______________________________________
HEPALIFE TECHNOLOGIES, INC.
COMMON STOCK PURCHASE WARRANT
Number of shares:
670,000
Expiration Date:
May 11, 2012
Purchase Price Per Share:
$1.50
No. 1 Holder:
GCA Strategic Investment Fund Limited
Mechanics Building
12 Church Street
Hamilton, Bermuda HM11
For identification only.
The governing terms of this Warrant are set forth
below.
HepaLife Technologies, Inc., a Florida corporation (the "Company"), hereby
certifies that, for value received, GCA Strategic Investment Fund Limited or its
assigns (the "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time after the date hereof
and prior to the fifth anniversary hereof (the "Exercise Period"), at the
Purchase Price hereinafter set forth, Six Hundred Seventy Thousand (670,000)
shares of the fully paid and nonassessable shares of common stock of the
Company, $0.001 par value per share (the "Common Stock").
The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.
The purchase price per share of Common Stock issuable upon exercise of this
Warrant (the "Purchase Price") shall initially be equal to One and 50/100
($1.50) Dollars; provided, however, that the Purchase Price shall be adjusted
from time to time as provided herein.
Capitalized terms used herein not otherwise defined shall have the meanings
ascribed thereto in the Purchase Agreement.
As used herein the following terms,
unless the context otherwise requires, have the following respective meanings:
(a)
The term "Company" shall include HepaLife Technologies, Inc. and any corporation
that shall succeed or assume the obligations of such corporation hereunder.
(b)
The term "Common Stock" includes (a) the Company's common stock, par value
$0.001 per share, (b) any other capital stock of any class or classes (however
designated) of the Company, authorized on or after the date hereof, the holders
of which shares shall have the right, without limitation as to amount, to share
ratably in the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference, and
all the holders of shares that are entitled to vote for the election of the
directors