WARRANT NO. NUMBER OF SHARES:
THIS
WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD,
ASSIGNED, PLEDGED (EXCEPT AS SET FORTH BELOW) TRANSFERRED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND, IF
REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM SAID
ACT.
THIS SECURITY 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 NO. |
NUMBER
OF SHARES:
|
| DATE OF ISSUANCE: January 28, 2008 |
(subject
to
adjustment)
|
WARRANT
TO PURCHASE SHARES
OF
COMMON
STOCK OF
▇▇▇▇▇▇▇▇▇▇▇
PHARMACEUTICALS, INC.
This
Warrant is issued to ___________, or its registered assigns (the “Purchaser”),
pursuant to that certain Securities Purchase Agreement, dated as of January
24,
2008, between ▇▇▇▇▇▇▇▇▇▇▇ Pharmaceuticals, Inc., a Delaware corporation (the
“Company”),
the
Purchaser and certain other purchasers thereunder (the “Purchase
Agreement”)
and is
subject to the terms and conditions of the Purchase Agreement.
1. EXERCISE
OF WARRANT.
(a) Method
of Exercise.
Subject
to the terms and conditions herein set forth, upon surrender of this Warrant
at
the principal office of the Company and upon payment of the Warrant Price (as
defined below) by wire transfer to the Company or cashier’s check drawn on a
United States bank made to the order of the Company, or exercise of the right
to
credit the Warrant Price against the fair market value of the Warrant Stock
(as
defined below) at the time of exercise (the “Net
Exercise Right”)
pursuant to Section 1(b), Purchaser is entitled to purchase from the Company,
at
any time after July 28, 2008 (“Initial
Exercise Date”)
and on
or before the date that is five (5) years from the Initial Exercise Date (the
“Expiration
Date”),
up to
________ shares (as adjusted from time to time pursuant to the provisions of
this Warrant) of Common Stock of the Company (the “Warrant
Stock”),
at a
purchase price of $3.00 per share (the “Warrant
Price”).
(b) Net
Exercise Right.
If the
Company shall receive written notice from the holder of this Warrant at the
time
of exercise of this Warrant that the holder elects to exercise the Net Exercise
Right, the Company shall deliver to such holder (without payment by the
Purchaser of any exercise price in cash) that number of fully paid and
nonassessable shares of Common Stock, par value $0.01 per share, of the Company
(“Common
Stock”)
equal
to the quotient obtained by dividing (y) the value of this Warrant (or the
specified portion thereof) on the date of exercise, which value shall be
determined by subtracting (1) the aggregate Warrant Price of the Warrant Stock
(or the specified portion thereof) immediately prior to the exercise of this
Warrant from (2) the Aggregate Fair Market Value (as defined below) of the
Warrant Stock (or the specified portion thereof) issuable upon exercise of
this
Warrant (or specified portion thereof) on the date of exercise by (z) the Fair
Market Value (as defined below) of one share of Common Stock on the date of
exercise. The “Fair
Market Value”
of
a
share of Common Stock shall mean the last reported sale price and, if there
are
no sales, the last reported bid price, of the Common Stock on the business
day
prior to the date of exercise as reported by the NASDAQ Global Market or such
other principal exchange or quotation system on which the Common Stock is then
traded or, if the Common Stock is not publicly traded, the price determined
in
good faith by the Company’s Board of Directors. The “Aggregate
Fair Market Value”
of
the
Warrant Stock shall be determined by multiplying the number of shares of Warrant
Stock by the Fair Market Value of one share of Warrant Stock.
2. CERTAIN
ADJUSTMENTS.
(a) Mergers
or Consolidations.
If at
any time after the date hereof (including prior to the Initial Exercise Date)
there shall be a capital reorganization (other than a combination or subdivision
of Warrant Stock otherwise provided for herein) (a “Reorganization”),
or a
merger or consolidation of the Company with another corporation (other than
a
merger with another corporation in which the Company is a continuing corporation
and which does not result in any reclassification or change of outstanding
securities issuable upon exercise of this Warrant or a merger effected
exclusively for the purpose of changing the domicile of the Company) or the
sale
of all or substantially all of the assets of the Company (a “Merger”),
then,
as a part of such Reorganization or Merger (collectively, a “Fundamental
Transaction”),
lawful provision shall be made so that the Purchaser shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
in this Warrant and upon payment of the Warrant Price, the number of shares
of
stock or other securities or property of the Company or the successor
corporation resulting from such Reorganization or Merger, to which a holder
of
the Common Stock deliverable upon exercise of this Warrant would have been
entitled under the provisions of the agreement in such Reorganization or Merger
if this Warrant had been exercised immediately before that Reorganization or
Merger. In any such case, 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
Purchaser after the Reorganization or Merger to the end that the provisions
of
this Warrant (including adjustment of the Warrant Price then in effect and
the
number of shares of Warrant Stock) 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. Notwithstanding anything to
the
contrary, in the event of a Fundamental Transaction that is (1) an all cash
transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the
Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction
involving a person or entity not traded on a national securities exchange,
the
Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
Market, the Company or any successor entity shall pay at the Holder’s option,
exercisable at any time concurrently with or within 30 days after the
consummation of the Fundamental Transaction, an amount of cash equal to the
value of this Warrant as determined in accordance with the Black Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a
price per share of Common Stock equal to the Fair Market Value of the Common
Stock for the Trading Day immediately preceding the date of consummation of
the
applicable Fundamental Transaction, (ii) a risk-free interest rate equal to
the
30 day LIBOR rate on the day immediately prior to the public announcement of
such transaction, (iii) an expected volatility equal to 65% and (iv) a remaining
option time equal to the time between the date of the public announcement of
such transaction and the Expiration Date.
-2-
(b) Splits
and Subdivisions; Dividends.
In the
event the Company should at any time, or from time to time, fix a record date
for the effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of the holders of Common Stock entitled to
receive a dividend or other distribution payable in additional shares of Common
Stock or other securities or rights convertible into, or entitling the holder
thereof to receive directly or indirectly, additional shares of Common Stock
(hereinafter referred to as the “Common
Stock Equivalents”)
without payment of any consideration by such holder for the additional shares
of
Common Stock or Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such distribution, split or subdivision if no record
date is fixed), the per share Warrant Price shall be appropriately decreased
and
the number of shares of Warrant Stock shall be appropriately increased in
proportion to such increase (or potential increase) of outstanding
shares.
(c) Combination
of Shares.
If the
number of shares of Common Stock outstanding at any time after the date hereof
is decreased by a combination of the outstanding shares of Common Stock, the
per
share Warrant Price shall be appropriately increased and the number of shares
of
Warrant Stock shall be appropriately decreased in proportion to such decrease
in
outstanding shares.
(d) Adjustments
for Other Distributions.
In the
event the Company shall declare a distribution payable in securities of other
persons, evidences of indebtedness issued by the Company or other persons,
assets (including cash but excluding cash dividends paid out of net profits)
or
options or rights not referred to in Section 2(b), then, in each such case
for
the purpose of this Section 2(d), upon exercise of this Warrant the holder
hereof shall be entitled to a proportionate share of any such distribution
as
though such holder was the holder of the number of shares of Common Stock into
which this Warrant may be exercised as of the record date fixed for the
determination of the holders of Common Stock entitled to receive such
distribution.
3. NO
FRACTIONAL SHARES. No fractional shares of Warrant Shares will be issued in
connection with any exercise of this Warrant. In lieu of any fractional shares
which would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the Fair Market Value of one share of
Warrant Stock.
4. NO
STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this
Warrant, the Purchaser shall not have nor exercise any rights by virtue hereof
as a stockholder of the Company (including without limitation the right to
notification of stockholder meetings or the right to receive any notice or
other
communication concerning the business and affairs of the Company).
-3-
5. RESERVATION
OF STOCK. The Company covenants that during the period this Warrant is
exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares of Common Stock (or other securities, if
applicable) to provide for the issuance of Warrant Stock (or other securities)
upon the exercise of this Warrant. The Company agrees that its issuance of
this
Warrant shall constitute full authority to its officers who are charged with
the
duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Stock upon the exercise of this
Warrant.
6. MECHANICS
OF EXERCISE. This Warrant may be exercised by the holder hereof, in whole or
in
part, by the surrender of this Warrant and the Notice of Exercise attached
hereto as Exhibit
A
duly
completed and executed on behalf of the holder hereof, at the principal office
of the Company together with payment in full of the Warrant Price then in effect
with respect to the number of shares of Warrant Stock as to which the Warrant
is
being exercised. 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, and the person entitled to receive the Warrant Stock issuable
upon such exercise shall be treated for all purposes as the holder of such
shares of record as of the close of business on such date. As promptly as
practicable on or after such date, and in any event with 3 business days, the
Company at its expense shall cause to be issued and delivered to the person
or
persons entitled to receive the same a certificate or certificates for the
number of full shares of Warrant Stock issuable upon such exercise, together
with cash in lieu of any fraction of a share as provided above. The shares
of
Warrant Stock issuable upon exercise hereof shall, upon their issuance, be
validly issued, fully paid and nonassessable, and free from all preemptive
rights, taxes, liens and charges with respect to the issue thereof. In the
event
that this Warrant is exercised in part, the Company at its expense will execute
and deliver a new Warrant of like tenor exercisable for the number of shares
for
which this Warrant may then be exercised. If (1) a certificate representing
the
Warrant Stock is not delivered to the holder within three (3) Business Days
of
the due exercise of this Warrant by the holder and (2) prior to the time such
certificate is received by the holder, the holder, or any third party on behalf
of the holder or for the holder’s account, purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a
sale by the holder of shares represented by such certificate (a “Buy-In”),
then
the Company shall pay in cash to the holder (for costs incurred either directly
by such holder or on behalf of a third party) the amount by which the total
purchase price paid for Common Stock as a result of the Buy-In (including
brokerage commissions, if any) exceeds the proceeds received by such holder
as a
result of the sale to which such Buy-In relates. The holder shall provide the
Company written notice indicating the amounts payable to the holder in respect
of the Buy-In. Notwithstanding anything herein to the contrary, the Company
shall not effect any exercise of this Warrant, and a Purchaser shall not have
the right to exercise any portion of this Warrant, pursuant to Section 2 or
otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Intent to Exercise, the
Purchaser (together with the Purchaser’s Affiliates, and any other person or
entity acting as a group together with the Purchaser or any of the Purchaser’s
Affiliates), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Purchaser and its
Affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being
made,
but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Purchaser or any of its Affiliates and (B) exercise
or
conversion of the unexercised or nonconverted portion of any other securities
of
the Company (including, without limitation, any other Common Stock Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Purchaser or any of its
affiliates. Except as set forth in the preceding sentence, for purposes of
this Section 6, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Purchaser that the Company is not
representing to the Purchaser that such calculation is in compliance with
Section 13(d) of the Exchange Act and the Purchaser is solely responsible for
any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 6 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the
Purchaser together with any Affiliates) and of which portion of this Warrant
is
exercisable shall be in the sole discretion of the Purchaser, and the submission
of a Notice of Exercise shall be deemed to be the Purchaser’s determination of
whether this Warrant is exercisable (in relation to other securities owned
by
the Purchaser together with any Affiliates) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation,
and
the Company shall have no obligation to verify or confirm the accuracy of such
determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of
the
Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 6, in determining the number of outstanding shares of Common
Stock, a Purchaser may rely on the number of outstanding shares of Common Stock
as reflected in (x) the Company’s most recent periodic or annual report, as the
case may be, (y) a more recent public announcement by the Company or (z) any
other notice by the Company or the Company’s Transfer Agent setting forth the
number of shares of Common Stock outstanding. Upon the written or oral
request of a Purchaser, the Company shall within two Trading Days confirm orally
and in writing to the Purchaser the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Purchaser or its
Affiliates since the date as of which such number of outstanding shares of
Common Stock was reported. The “Beneficial
Ownership Limitation”
shall
be 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon
exercise of this Warrant. The provisions of this paragraph shall be construed
and implemented in a manner otherwise than in strict conformity with the terms
of this Section 6 to correct this paragraph (or any portion hereof) which may
be
defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this
paragraph shall apply to a successor holder of this Warrant.
-4-
7. CERTIFICATE
OF ADJUSTMENT. Whenever the Warrant Price or number or type of securities
issuable upon exercise of this Warrant is adjusted, as herein provided, the
Company shall, at its expense, promptly deliver to the record holder of this
Warrant a certificate of an officer of the Company setting forth the nature
of
such adjustment and showing in detail the facts upon which such adjustment
is
based.
8. REPRESENTATIONS
OF PURCHASER. As of the date hereof, the Purchaser hereby confirms the
representations and warranties made by the Purchaser in Section 4 of the
Purchase Agreement.
-5-
9. TRANSFER
RESTRICTIONS.
(a) Unregistered
Security.
The
holder of this Warrant acknowledges that this Warrant and the Warrant Stock
have
not been registered under the Securities Act of 1933, as amended (the
“Securities
Act”)
or
applicable state securities laws (collectively, the “Acts”),
and
agrees not to sell, encumber or otherwise transfer this Warrant or any Warrant
Stock issued upon its exercise unless (i) there is an effective registration
statement under the Acts covering the transaction, (ii) the Company receives
an
opinion of counsel satisfactory to the Company that such registration is not
required under the Acts, or (iii) the Company otherwise satisfies itself that
registration is not required under the Acts. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall
bear
a legend substantially to the foregoing effect.
10. NOTICES
OF RECORD DATE. In the event of:
(a) any
taking by the Company of a record of the holders of any class of securities
for
the purpose of determining the holders thereof who are entitled to receive
any
dividend (other than a cash dividend payable out of earned surplus of the
Company) or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
or
property, or to receive any other right; or
(b) any
Reorganization or Merger; or
(c) any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,
then
and
in each such event the Company will mail or cause to be mailed to the Purchaser
(or a permitted transferee pursuant to Section 9(b) above) a notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character
of
such dividend, distribution or right, and (ii) the date on which any such
Reorganization, Merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the holders of record of Common Stock (or
other securities) shall be entitled to exchange their shares of Common Stock
(or
other securities) for securities or other property deliverable upon such
Reorganization, Merger, dissolution, liquidation or winding-up. Such notice
shall be mailed at least ten (10) business days prior to the date therein
specified.
11. REPLACEMENT
OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company
of
the loss, theft, destruction or mutilation of this Warrant and, in the case
of
any such loss, theft, destruction or mutilation of this Warrant, on delivery
of
an indemnity agreement or security reasonably satisfactory in form and amount
to
the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
-6-
12. NO
IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant,
the Company will not, by amendment of its charter or through a Reorganization,
Merger, dissolution, sale of assets 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 of this Warrant against
impairment.
13. SATURDAYS,
SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall be a
Saturday or Sunday or shall be a legal U.S. holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal U.S. holiday.
14. MISCELLANEOUS.
This Warrant shall be governed by the laws of the State of New York. The Company
and, by accepting this Warrant, the holder, each irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District
of
New York for the purpose of any suit, action, proceeding or judgment relating
to
or arising out of this Warrant and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Warrant. The Company and, by accepting
this
Warrant, the holder, each irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in
such
court. The Company and, by accepting this Warrant, the holder, each irrevocably
waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any
such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH
OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY
RIGHT
TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.
The
headings in this Warrant are for purposes of convenience and reference only,
and
shall not be deemed to constitute a part hereof. 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 Company and the Purchaser. All notices
and other communications from the Company to the Purchaser shall be sufficient
if in writing and delivered (i) personally, (ii) by facsimile transmission
(receipt verified), (iii) by registered or certified mail (return receipt
requested), postage prepaid, or (iv) sent by express courier service (receipt
verified), to the address furnished to the Company in writing by the Purchaser.
All such notices and communications to the Company shall be effective if
delivered (i) personally, (ii) by facsimile transmission (receipt verified),
(iii) by registered or certified mail (return receipt requested), postage
prepaid, or (iv) sent by express courier service (receipt verified), at ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D.,
President and Chief Executive Officer, fax: (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, Esq., fax: (▇▇▇) ▇▇▇-▇▇▇▇. The invalidity or unenforceability of
any
provision hereof shall in no way affect the validity or enforceability of any
other provisions.
-7-
[Signature
Page Follows]
-8-
IN
WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as
of
the Date of Issuance first set forth above.
| ▇▇▇▇▇▇▇▇▇▇▇ PHARMACEUTICALS, INC. | ||
| |
|
|
| By: | ||
| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. |
|
| Title: | President and Chief Executive Officer | |
Signature
Page to Warrant
EXHIBIT
A
NOTICE
OF
INTENT TO EXERCISE
(To
be
signed only upon exercise of Warrant)
To:
▇▇▇▇▇▇▇▇▇▇▇ Pharmaceuticals, Inc.
The
undersigned, the Purchaser of the attached Warrant, hereby irrevocably elects
to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, ______________ (________) shares of Common Stock of ▇▇▇▇▇▇▇▇▇▇▇
Pharmaceuticals, Inc. and (choose one)
o herewith
makes
payment of __________________ Dollars ($_________) thereof
or
o exercises
the Net Exercise Right pursuant to
Section 1(b) thereof and requests that the certificates for such shares be
issued in the name of, and delivered to ___________________________, whose
address is
_______________________________________________________________________.
DATED:
___________________
| |
|
(Signature
must
conform in all respects
to name
of the Purchaser as specified on the face of the Warrant) |
|
|
||
|
|
||
| (Address) | ||
EXHIBIT
B
NOTICE
OF
ASSIGNMENT FORM
FOR
VALUE
RECEIVED, ______________________ (the “Assignor”)
hereby
sells, assigns and transfers all of the rights of the undersigned Assignor
under
the attached Warrant with respect to the number of shares of common stock of
▇▇▇▇▇▇▇▇▇▇▇ Pharmaceuticals, Inc. (the “Company”)
covered thereby set forth below, to the following “Assignee”
and,
in
connection with such transfer, represents and warrants to the Company that
(i)
such Assignee is a Qualifying Holder (as such term is defined in the
Registration Rights Agreement between the Company and the Purchaser entered
into
in connection with the Purchase Agreement dated as of even date herewith) of
the
Assignor and (ii) the transfer is otherwise in compliance with Section 9(b)
of
the Warrant:
|
NAME
OF ASSIGNEE
|
ADDRESS/FAX
NUMBER
|
||
| |
|
|
|
|
Dated:
|
|
Signature: | |
|
|
Witness:
|
|
|
|
|
|||
ASSIGNEE
ACKNOWLEDGMENT
The
undersigned Assignee acknowledges that it has reviewed the attached Warrant
and
by its signature below it hereby represents and warrants that it is a Qualifying
Holder and an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended, and agrees to be
bound
by the terms and conditions of the attached Warrant as of the date
hereof.
| |
|
|
| Signature: | ||
| By: |
|
|
| Its: | ||
|
Address:
|