Attached files
| file | filename |
|---|---|
| 10-Q - Pathfinder Cell Therapy, Inc. | v165041_10q.htm |
| EX-31.1 - Pathfinder Cell Therapy, Inc. | v165041_ex31-1.htm |
| EX-32.1 - Pathfinder Cell Therapy, Inc. | v165041_ex32-1.htm |
| EX-10.2 - Pathfinder Cell Therapy, Inc. | v165041_ex10-2.htm |
| EX-10.1 - Pathfinder Cell Therapy, Inc. | v165041_ex10-1.htm |
Broker
Warrant No: 2009-1
THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), STATE SECURITIES LAWS IN THE UNITED STATES OR THE SECURITIES LAW OF ANY
OTHER COUNTRY AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
UNDER THE ACT (OR SUCH SUCCESSOR RULE OR REGULATION THEN IN EFFECT), IF
APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, (B) THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT ARE REGISTERED
UNDER THE ACT OR (C) SUCH TRANSACTION CONSTITUTES A TRANSACTION THAT OTHERWISE
DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO THAT EFFECT REASONABLY
SATISFACTORY TO THE CORPORATION, SUBJECT IN EACH CASE TO ANY APPLICABLE UNITED
STATES FEDERAL OR STATE OR FOREIGN SECURITIES LAW RESTRICTIONS APPLICABLE TO THE
RESALE OF THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT.
THIS
WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON AND NO SECURITIES
MAY BE DELIVERED IN THE UNITED STATES UPON EXERCISE OF THIS WARRANT UNLESS THE
EXERCISE IS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. ANY PERSON EXERCISING THIS WARRANT WILL BE REQUIRED TO
PROVIDE (1) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON WITHIN THE
MEANING OF REGULATION S OF THE ACT AND THAT THIS WARRANT IS NOT BEING EXERCISED
WITHIN THE UNITED STATES OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON OR A PERSON IN THE UNITED STATES, OR (2) A WRITTEN OPINION OF
COUNSEL OF RECOGNIZED STANDING TO THE EFFECT THAT THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE ACT AND
UNDER ANY APPLICABLE U.S. STATE SECURITIES LAWS OR ARE EXEMPT FROM REGISTRATION
THEREUNDER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
WARRANT
TO PURCHASE COMMON STOCK
350,000
Shares of Common Stock
SYNTHEMED,
INC.
THIS
CERTIFIES THAT, for good and valuable consideration, the receipt of which is
hereby acknowledged, Clubb Capital Limited (the “Warrantholder”) with an address
at 35 Piccadilly, London W1J 0DW, United Kingdom, is the registered holder of
this Warrant and is entitled to subscribe for and purchase from SyntheMed, Inc., a Delaware
corporation (the “Corporation”), at any time after the date hereof and before
5:00 p.m. (Eastern Standard Time) on, September 30, 2013 (the “Time of Expiry”),
up to 350,000 fully paid and non-assessable shares of common stock of the
Corporation (“Shares”) par value $.001 (US) per Share of the
Corporation at an exercise price of $0.20 (US) per Share, subject to adjustment
as provided below (the “Exercise Price”).
This
Warrant is subject to the provisions of the Agency Agreement dated September 30,
2009 between the Clubb Capital Limitd (the “Agent”) and the Corporation (the
“Agency Agreement”), and the following provisions, terms and
conditions:
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1. Designation
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This
warrant certificate is one of a series of warrant certificates (collectively,
the “Warrants”) issued pursuant to the Agency Agreement under which
Warrants to purchase up to 700,000 Shares at the Exercise Price of $0.20 per
Share may be issued to or at the direction of the Agent in respect of the
offering contemplated thereby. As of the date of original issuance of
this Warrant, an aggregate of 350,000 Warrants (including this Warrant) have
been issued to the Agent or its designees in respect of an aggregate of
5,000,000 units sold in the offering.
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2. Exercise
of Warrant
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(a)
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Election to
Purchase. This Warrant may be exercised by the
Warrantholder prior to the Time of Expiry in whole or in part and in
accordance with the provisions hereof by delivery of an Election to
Purchase in a form substantially the same as that attached hereto as Annex
“A”, properly completed and executed, together with this Warrant and
payment of the Exercise Price for the number of Shares as to which this
Warrant is being exercised as specified in the Election to Purchase to the
Corporation at 200 Middlesex Essex Turnpike, Suite 210, Iselin, New Jersey
08830, U.S.A., Attention: Robert P. Hickey, or such other
address as may be notified in writing by the Corporation. Payment shall be
made in U.S. dollars by wire transfer or certified or bank cashier’s
cheque payable to the order of the Corporation or by means of a cashless
exercise pursuant to Section 2(b)
below.
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(b)
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Cashless
Exercise. If at any time after six months from the date
of issuance of this Warrant (i) there is no effective registration
statement registering the resale of the underlying Shares by the Holder
and (ii) the underlying Shares are listed on a US stock exchange or quoted
on the OTC Bulletin Board, this Warrant may also be exercised at such time
by means of a “cashless exercise” in which the Holder shall be entitled to
receive a certificate for the number of Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A),
where:
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(A)
= the closing price per Share on the last trading day prior to the date of
exercise;
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(B) = the
Exercise Price of this Warrant, as adjusted; and
(X) = the
number of Shares for which this Warrant is being exercised.
Upon any
such exercise, and in satisfaction of payment of the aggregate Exercise Price,
this Warrant shall be automatically cancelled with respect to that number of
Shares as is equal in value to the aggregate Exercise Price, calculated as the
quotient obtained by dividing [(B)(X)] by (A).
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(c)
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Exercise. The
Corporation shall, promptly following the date it receives a duly executed
Election to Purchase, this Warrant and payment of the Exercise Price for
the number of Shares specified in the Election to Purchase (the “Exercise
Date”), issue or cause to be issued that number of Shares specified in the
Election to Purchase as fully paid and non-assessable
Shares. Such duly executed Election to Purchase shall
constitute the Warrantholder’s acknowledgement of and undertaking to
comply to the reasonable satisfaction of the Corporation and its counsel,
with all applicable laws, rules, regulations and policies of every stock
exchange upon which the Shares of the Corporation may from time to time be
listed or traded, and any other applicable governmental or regulatory
authorities.
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(d)
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Share
Certificates. As promptly as practicable after the
Exercise Date (and in any event not later than 10 days after the Exercise
Date), the Corporation shall send to the Warrantholder, registered in such
name or names as the Warrantholder may direct or if no such direction has
been given, in the name of the Warrantholder, a certificate or
certificates for the number of Shares specified in the Election to
Purchase. To the extent permitted by law, such exercise shall be deemed to
have been effected as of the close of business on the Exercise Date, and
at such time the rights of the Warrantholder with respect to the portion
of the Warrant exercised shall cease, and the person or persons in whose
name or names any certificate or certificates for Shares shall then be
issuable upon such exercise shall be deemed to have become the holder or
holders of record of the Shares represented
thereby.
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(e)
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Fractional
Shares. No fractional Shares shall be issued upon
exercise of this Warrant and no payments or adjustment shall be made upon
any exercise on account of any cash dividends on the Shares issued upon
such exercise. If any fractional interest in a Share would,
except for the provisions of the first sentence of this subsection 2(e),
be deliverable upon the exercise of this Warrant, the number of Shares to
be issued to the Warrantholder upon the exercise of this Warrant shall be
rounded to the nearest whole
number.
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(f)
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Subscription for Less
than Entitlement. The Warrantholder may from time to
time subscribe for and purchase a number of Shares less than the aggregate
number which the holder is entitled to purchase pursuant to this
Warrant. In the event of a purchase of a number of Shares less
than the aggregate number which may be purchased pursuant to this Warrant,
the holder thereof shall be entitled to receive, without charge, a new
Warrant certificate in respect of the balance of the Shares subject to
this Warrant which were not purchased by the
Warrantholder.
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(g)
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Corporate
Changes. If the Corporation shall be a party to any
reorganization, merger, dissolution or sale of all or substantially all of
its assets (the “Event”), (other than a reorganization or merger in which
the Corporation is the surviving entity) then the securities purchasable
hereunder shall be the securities (the “Event Securities”) which the
Warrantholder would have received or been entitled to receive in such
Event if such Warrantholder had fully exercised this Warrant prior to the
record date (or if there was no record date, then prior to the effective
date) of such Event, and the Exercise Price shall be adjusted to be the
amount determined by multiplying the Exercise Price in effect immediately
prior to the Event by the number of Shares as to which this Warrant was
unexercised immediately prior to the Event, and dividing the product
thereof by the number of Event Securities; provided however, that the
Event shall not be carried into effect unless all necessary steps have
been taken to ensure that any surviving entity is subject to the terms of
this Warrant as adjusted.
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Notwithstanding
anything to the contrary contained in the immediately preceding paragraph, in
the event of a transaction contemplated by such paragraph in which the surviving
or purchasing corporation demands that all outstanding Warrants be extinguished
prior to the closing date of the contemplated transaction, the Corporation shall
give prior notice (the “Merger Notice”) thereof to the Warrantholders advising
them of such transaction. The Warrantholders shall have 10 days after the date
of the Merger Notice to elect to (i) exercise the Warrants in the manner
provided herein, or (ii) receive from the surviving or purchasing corporation
the same consideration receivable by a holder of the number of Shares for which
this Warrant might have been exercised immediately prior to such consolidation,
merger, sale, or purchase reduced by such amount of the consideration as has a
market value equal to the Exercise Price, as determined by the board of
directors of the Corporation in accordance with the terms of the Warrants. If
any Warrantholder fails to timely notify the Corporation of its election, the
Warrantholder shall be deemed for all purposes to have elected the option set
forth in (ii) above. Any amounts receivable by a Warrantholder who has elected
the option set forth in (ii) above shall be payable at the same time as amounts
payable to stockholders in connection with any such transaction.
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(h)
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Subdivision
or Consolidation of
Shares
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(i)
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In
the event the Corporation shall subdivide its outstanding Shares into a
greater number of Shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced, and conversely, in
the event the outstanding Shares of the Corporation shall be consolidated
into a smaller number of Shares, the Exercise Price in effect immediately
prior to such consolidation shall be proportionately
increased.
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(ii)
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Upon
each adjustment of the Exercise Price as provided herein, the
Warrantholder shall thereafter be entitled to acquire, at the Exercise
Price resulting from such adjustment, the number of Shares (calculated to
the nearest tenth of a Share) obtained by multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of Shares
which may be acquired hereunder immediately prior to such adjustment and
dividing the product thereof by the Exercise Price resulting from such
adjustment.
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(i)
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Change or
Reclassification of Shares. In the event the Corporation
shall change or reclassify its outstanding Shares into a different class
of securities, this Warrant shall be adjusted as follows so as to apply to
the successor class of
securities:
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(i)
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the
number and kind of the successor class of securities which the
Warrantholder shall be entitled to acquire shall be the aggregate number
and kind of securities which, if this Warrant had been exercised
immediately prior to such change or reclassification, the Warrantholder
would have been entitled to receive by reason of such change or
reclassification; and
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(ii)
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the
Exercise Price shall be determined by multiplying the Exercise Price in
effect immediately prior to the change or reclassification by the number
of Shares as to which this Warrant was unexercised immediately prior to
the change or reclassification, and dividing the product thereof by the
number of the successor class of securities determined in paragraph
2(i)(i) hereof.
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(j)
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Distribution to
Shareholders. If and whenever at any time prior to the
Time of Expiry the Corporation shall fix a record date or if a date is
otherwise established (any such date being hereinafter referred to in this
subsection 2(j) as the “record date”) for the issuance of rights, options
or warrants to all or substantially all the holders of the outstanding
Shares of the Corporation entitling them, for a period expiring not more
than 45 days after such record date, to subscribe for or purchase Shares
of the Corporation or securities convertible into or exchangeable for
Shares at a price per share or, as the case may be, having a conversion or
exchange price per share less than 95% of the Fair Market Value (as
hereinafter defined) on such record date, the Exercise Price shall be
adjusted immediately after such record date so that it shall equal the
price determined by multiplying the Exercise Price in effect on such
record date by a fraction, of which the numerator shall be the total
number of Shares outstanding on such record date plus a number equal to
the number arrived at by dividing the aggregate price of the total number
of additional Shares offered for subscription or purchase or, as the case
may be, the aggregate conversion or exchange price of the convertible or
exchangeable securities so offered by the Fair Market Value, and of which
the denominator shall be the total number of Shares outstanding on such
record date plus the total number of additional Shares so offered (or into
which the convertible or exchangeable securities so offered are
convertible or exchangeable); Shares owned by or held for the account of
the Corporation or any subsidiary of the Corporation shall be deemed not
to be outstanding for the purpose of any such computation; such adjustment
shall be made successively whenever such a record date is fixed; to the
extent that any rights or warrants are not so issued or any such rights or
warrants are not exercised prior to the expiration thereof, the Exercise
Price shall then be readjusted to the Exercise Price which would then be
in effect if such record date had not been fixed or to the Exercise Price
which would then be in effect based upon the number of Shares or
conversion or exchange rights contained in convertible or exchangeable
securities actually issued upon the exercise of such rights or warrants,
as the case may be.
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(k)
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Additional
Subscriptions. If at any time the Corporation grants to
its shareholders the right to subscribe for and purchase pro rata
additional securities of the Corporation (other than securities described
in subsection (2)(j) hereof) or of any other corporation or entity, there
shall be no adjustments made to the number of Shares or other securities
subject to this Warrant or to the Exercise Price in consequence thereof
and this Warrant shall remain
unaffected.
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(l)
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Carry Over of
Adjustments. No adjustment of the Exercise Price shall
be made if the amount of such adjustment shall be less than 1% of the
Exercise Price in effect immediately prior to the event giving rise to the
adjustment, provided however, that in such case any adjustment that would
otherwise be required then to be made shall be carried forward and shall
be made at the time of and together with the next subsequent adjustment
which, together with any adjustment so carried forward, shall amount to at
least 1% of the Exercise Price in effect prior to such
adjustment.
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(m)
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Notice of
Adjustment. Upon any adjustment of the number of Shares
and upon any adjustment of the Exercise Price, then and in each such case
the Corporation shall give written notice thereof to the Warrantholder,
which notice shall state the Exercise Price and the number of Shares or
other securities into which each Warrant is exercisable resulting from
such adjustment, and shall set forth in reasonable detail the method of
calculation and the facts upon which such calculation is
based. Upon the request of a Warrantholder there shall be
transmitted promptly to all Warrantholders a statement prepared by the
firm of independent certified public accountants retained to audit the
financial statements of the Corporation to the effect that such firm
concurs in the Corporation’s calculation of the
change.
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(n)
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Other
Notices. If at any
time:
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(i)
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the
Corporation shall declare any dividend upon its
Shares;
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(ii)
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the
Corporation shall offer for subscription pro rata to the holders of its
Shares any additional shares of any class or other
rights;
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(iii)
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there
shall be any capital reorganization or reclassification of the capital
stock of the Corporation, or consolidation, amalgamation or merger of the
Corporation with, or sale of all or substantially all of its assets to,
another corporation; or
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(iv)
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there
shall be a voluntary or involuntary dissolution, liquidation or winding-up
of the Corporation,
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then, in
any one or more of such cases, the Corporation shall give to the Warrantholder
(A) at least 20 days’ prior written notice of the date on which a record shall
be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, amalgamation, sale, dissolution,
liquidation or winding-up and (B) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, at least 20 days’ prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause
shall also specify (1) in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Shares shall be entitled
thereto, and (2) in the case of any transaction described in the foregoing
clauses (iii) and (iv), the date on which the holders of Shares are to be
entitled to exchange their Shares for securities or other property deliverable
upon such reorganization, reclassification, consolidation, merger, amalgamation,
sale, dissolution, liquidation or winding-up, as the case may be.
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(o)
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Shares to be
Reserved. The Corporation will at all times keep
available and reserve out of its authorized Shares, solely for the purpose
of issue upon the exercise of this Warrant, such number of Shares as shall
then be issuable upon the exercise of this Warrant. The
Corporation covenants and agrees that all Shares which shall be so
issuable will, upon issuance, be duly authorized and issued, fully paid
and non-assessable. The Corporation will take all such action
as may be necessary to assure that all such Shares may be so issued
without violation of any applicable requirements of any stock exchange
upon which the Shares of the Corporation may be listed or in respect of
which the Shares are qualified for unlisted trading
privileges. The Corporation will take all such action as is
within its power to assure that all such Shares may be so issued without
violation of any applicable
law.
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(p)
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Issue
Tax. The issuance of certificates for Shares upon the
exercise of this Warrant shall be made without charge to the Warrantholder
for any issuance tax in respect thereto, provided that the Corporation
shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any certificate in a
name other than that of the
Warrantholder.
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(q)
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Fair Market
Value. For the purposes of any computation hereunder,
unless otherwise specified, the “Fair Market Value” at any date shall be:
(i) if the Shares are listed on a stock exchange or quoted on a similar
securities market, the weighted average sale price per share for the
Shares for any 20 consecutive trading days (selected by the Corporation)
commencing not more than 25 trading days before such date on the principal
stock exchange or similar securities market upon which the Shares are
listed or quoted, as the case may be; or (ii) if the computation is being
made in connection with a public offering of Shares, the gross
distribution price per Share under the offering; or (iii) in all other
cases, the Fair Market Value shall be determined by the Board of Directors
in good faith, which determination shall be conclusive. The
weighted average sale price shall be determined by dividing the aggregate
sale price of all Shares sold on the said exchange or market during the
said 20 consecutive trading days by the total number of Shares so
sold.
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(r)
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The
Shares issued upon exercise of this Warrant shall be subject to a stop
transfer order and the certificate or certificates evidencing such Shares
shall bear the following
legend:
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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), STATE SECURITIES
LAWS IN THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER COUNTRY, AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS
(A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE ACT (OR SUCH SUCCESSOR
RULE OR REGULATION THEN IN EFFECT), IF APPLICABLE, AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, (B) THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE REGISTERED UNDER THE ACT OR (C) SUCH TRANSACTION CONSTITUTES A
TRANSACTION THAT OTHERWISE DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING TO
THAT EFFECT REASONABLY SATISFACTORY TO THE CORPORATION, SUBJECT IN EACH CASE TO
ANY APPLICABLE UNITED STATES FEDERAL, STATE OR FOREIGN SECURITIES LAW
RESTRICTIONS APPLICABLE TO THE RESALE OF THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT.
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3. Transfer
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Subject
to compliance by the Warrantholder with any applicable resale restrictions, the
Corporation acknowledges and agrees that this Warrant may be assigned or
transferred by the Warrantholder at the Warrantholder’s option. It is the sole
responsibility of the Warrantholder to ensure that all such restrictions have
been observed. Upon any permitted assignment or transfer, the
Warrantholder shall furnish the Corporation with such information including a
properly completed and executed form substantially the same as that attached
hereto as Annex “B”, regarding the transferee as the Corporation may reasonably
require to register this Warrant in the name of the transferee. The
Corporation shall be obligated to refuse to register any proposed transfer of
this Warrant or underlying Shares unless made in accordance with the provisions
of Regulations S, pursuant to registration under the Act or pursuant to an
available exemption from registration.
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4. Replacement
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Upon
receipt of evidence satisfactory to the Corporation of the loss, theft,
destruction or mutilation of this Warrant and, if requested by the Corporation,
upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the
case of mutilation, upon surrender of this Warrant), the Corporation will issue
to the Warrantholder a replacement Warrant (containing the same terms and
conditions as this Warrant).
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5. Expiry
Date
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This
Warrant shall expire and all rights to purchase Shares hereunder shall cease and
become null and void at 5:00 p.m. (Eastern Standard Time) on September 30,
2013.
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6. Amendment
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Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
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7. Governing
Law
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The laws
of the State of New York and applicable federal laws of the United States shall
govern this Warrant.
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8. Successors
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This
Warrant shall enure to the benefit of and shall be binding upon the
Warrantholder and the Corporation and their respective successors.
[signature
page follows]
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IN
WITNESS WHEREOF the Corporation has caused this Warrant to be signed by its duly
authorised officer and its corporate seal hereto affixed.
DATED: September
30, 2009.
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SYNTHEMED,
INC.
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By:
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By:
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/s/ Robert P. Hickey
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Robert
P. Hickey
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President,
CEO and CFO
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Annex
“A” to Warrant
Election
to Purchase
The
undersigned Warrantholder hereby irrevocably elects to exercise the attached
Warrant with respect to _____________ of the Shares covered thereby, and tenders
herewith the Warrant and payment of the exercise price in full, together with
all applicable transfer taxes, if any. This election is being made in accordance
with and subject to the terms and conditions of the Warrant.
Payment
is being made in the form of (check applicable box):
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lawful
money of the United States by wire transfer to an account designated by
SyntheMed, Inc.or a certified or cashier’s cheque or bank
draft payable to the order of SyntheMed, Inc. for the aggregate
exercise price; or
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the
cancellation of the Warrant with respect to that number of underlying
Shares as is equal in value to the aggregate exercise price, calculated in
accordance with Section 2(b) of the
Warrant.
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The
undersigned requests that such Shares be registered and a certificate
or certificates therefor be issued and delivered as
follows:
Direction as to Registration
and Delivery
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Name
of Registered Holder:
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Address
of Registered Holder:
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Delivery
Address (if different from
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Address
of Registered Holder):
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______________________________________
(Name of
Warrantholder)
By:
______________________________________
(Signature
of Warrantholder or, if not a natural person, signature of authorized
signatory)
______________________________________
(Name and
Title of authorized signatory, if applicable)
Date:___________________________________
Annex
“B”
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TO:
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SYNTHEMED,
INC.
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FOR VALUE
RECEIVED, the undersigned hereby sells, transfers and assigns unto
___________________________ the within warrant (herein called the
“Warrant”). The undersigned hereby irrevocably instructs you to
transfer the Warrant on your books of registration and to issue in substitution
therefor a new warrant exercisable for the same number of shares or other
securities or property as the Warrant.
DATED
the day
of , .
Signature
of Transferor is
hereby
guaranteed:
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Note: The
signature to this Warrant transfer must correspond with the name as set forth on
the face of the Warrant in every particular without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank or other financial
institution acceptable to the Corporation.