8,800,000 Units1 BIOPURE CORPORATION UNDERWRITING AGREEMENT December 20, 2005Underwriting Agreement • December 21st, 2005 • Biopure Corp • Biological products, (no disgnostic substances) • New York
Dawson James Securities, Inc., and Noble International Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Dawson James Securities, Inc. 925 South Federal Highway, 6th Floor Boca Raton, FL 33432
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN Warrant to Purchase _______ Shares of Class A Common Stock of Biopure Corporation (A Delaware Corporation)Biopure Corp • December 21st, 2005 • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES THAT, for value received, ______ or its assigns, (the “Holder”), as registered owner of this warrant (the “Warrant”), is entitled to purchase and receive, in whole or in part, subject to the provisions of this Warrant, from Biopure Corporation, a Delaware corporation (the “Company”), up to ______ fully paid, validly issued and nonassessable shares of Class A common stock, par value $.01 per share (the “Common Stock”), of the Company (the “Warrant Shares”) at a price per share equal to $0.816 (the “Initial Exercise Price”) (120% of the initial public offering price per share); provided, however, that the number and kind of securities for which the Warrants are exercisable are subject to further adjustment in certain events, such as mergers, splits, stock dividends, recapitalizations and the like, to prevent dilution, as set forth herein. This Warrant shall be exercisable at any time and from time to time during the period commencing one (1) year after (the “Commencement D
