Right to
Purchase _______
Shares of
Common Stock,
par value $0.001
per share
AMENDED AND RESTATED COMMON
STOCK PURCHASE WARRANT A
THIS CERTIFIES
THAT ,
for value received, ___________ or its registered assigns
(the “Holder”), is entitled to purchase from Geron
Corporation, a Delaware corporation (the "Company"), at any time or
from time to time during the period specified in Paragraph 2
hereof, ___________
(______) fully
paid and nonassessable shares of the Company's common stock, par
value $0.001 per share (the "Common Stock"), at a per share
exercise price equal to the lesser of (i) 120% of the average of
the closing bid price of the Common Stock on the Principal Exchange
(as defined in that certain Securities Purchase Agreement, dated
December 13, 2006, by and among the Company and the Buyers listed
on the execution page thereof (the "Purchase Agreement")) for the
five (5) Trading Day (as defined in the Purchase Agreement) period
immediately prior to the Exercise Period Start Date (as defined
below) and (ii) $12.14 (the "Exercise Price"). The term "Warrant
Shares," as used herein, refers to the shares of Common Stock
purchasable hereunder. The Warrant Shares and the Exercise Price
are subject to adjustment as provided in Paragraph 4 hereof. The
term "Warrants" means this Warrant and the warrants (including the
B Warrants and the C Warrants (each as defined in the Purchase
Agreement)) issued pursuant to the Purchase Agreement.
This Warrant is
subject to the following terms, provisions, and
conditions:
1. Manner of
Exercise; Issuance of Certificates; Payment for Warrant
Shares
(a) Subject to the provisions
hereof, this Warrant may be exercised by the Holder, in whole or in
part, by the surrender of this Warrant, together with a completed
exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any
business day at the Company's principal executive offices (or such
other office or agency of the Company as it may designate by notice
to the Holder), and upon (i) payment to the Company in cash, by
certified or official bank check or by wire transfer for the
account of the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement or (ii) delivery to the Company
of a written notice of an election to effect a "Cashless Exercise"
(as defined in Paragraph 10(c) below) for the Warrant Shares
specified in the Exercise Agreement (a “Conversion”).
The Company may elect to provide that any exercise of the Warrant
shall be a Conversion (a “Company-Elected Conversion”).
The Company shall provide written notice of such election (a
“Company Conversion Election”) by the end of the
business day following the date of the receipt of the Exercise
Agreement. The Warrant Shares purchased by the Holder shall be
deemed to be issued to the Holder or such holder's designee, as the
record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered, the
completed Exercise Agreement shall have been delivered, and payment
shall have been made for such shares (or an election to effect a
Conversion or a Company Conversion Election shall have been made)
as set forth above. In the event of any exercise of the rights
represented by this Warrant in accordance with and subject to the
terms and conditions hereof (whether by payment of the exercise
price, Conversion or Company-Elected Conversion), the Warrant
Shares shall be issued and delivered to the Depository Trust
Company account on the Holder’s behalf via the Deposit
Withdrawal Agent Commission system ("DWAC Transfer") within a
reasonable time, not exceeding two (2) trading days after such
exercise (or, if DWAC Transfer is not available or Holder requests
in writing otherwise, certificates for the Warrant Shares shall be
issued, dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) trading
days after such exercise), and the Holder hereof shall be deemed
for all purposes to be the holder of the Warrant Shares so
purchased as of the date of such exercise. If the Warrant Shares
are issued pursuant to a Company-Elected Conversion, the number of
Warrant Shares to be issued within the time period specified in the
preceding sentence shall equal the number of Warrant Shares to be
delivered if such Cashless Exercise was made at the Holder’s
election (the “Estimated Warrant Shares”); provided,
however, that within three (3) trading days after the number of
Warrant Shares to be issued pursuant to Paragraph 10(c) is able to
be calculated (i) if the number of Estimated Warrant Shares exceeds
the number of Warrant Shares to be delivered pursuant to Paragraph
10(c) hereof, Holder shall return to the Company the number of
Warrant Shares which exceed the number of Warrant Shares to which
Holder is entitled pursuant to Paragraph 10(c); and (ii) if the
Estimated Warrant Shares are less than the number of Warrant Shares
to be delivered pursuant to Paragraph 10(c) hereof, the Company
shall issue to Holder the number of Warrant Shares equal to the
difference between the Estimated Warrant Shares and the Warrant
Shares to be delivered pursuant to Paragraph 10(c). Any
certificates requested shall be delivered in such denominations as
may be requested by the Holder and shall be registered in the name
of the Holder or such other name as shall be designated by the
Holder. If this Warrant shall have been exercised only in part,
then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to
the Holder a new Warrant representing the number of shares with
respect to which this Warrant shall not then have been exercised.
In the event an Exercise Agreement is delivered and the Company is
unable to issue the Warrant Shares, the Holder may, at its option,
rescind such Exercise Agreement and such rescission will not effect
the Holder's right to an extension of the Exercise Period pursuant
to Section 4.13 of the Purchase Agreement. In any event, if the
Company is unable to issue the Warrant Shares via DWAC transfer (or
otherwise without restrictive legend), because (i) the Securities
and Exchange Commission (the “Commission”) has issued a
stop order with respect to the registration statement relating to
the Shares (the “Registration Statement”), (ii) the
Commission otherwise has suspended or withdrawn the effectiveness
of the Registration Statement, either temporarily or permanently,
(iii) the Company has suspended or withdrawn the effectiveness of
the Registration Statement, either temporarily or permanently, (iv)
no exemption from the registration requirements is otherwise
available (including, without limitation, under Section 3(a)(9) of
the Act by virtue of a Conversion or Company-Elected Conversion) or
(v) otherwise, the Company shall not be required to make any cash
payments to the Holder in lieu of issuance of the Warrant Shares.
Further, subject to Section 4.13 of the Purchase Agreement, the
Warrant shall not be exercisable if (i) the Registration Statement
is not effective at the time of exercise or (ii) an exemption from
the registration requirements of the Securities Act, as amended
(the "Act"), is not available; provided, however, that for purposes
of Section 4.13 of the Purchase Agreement and the extension of the
Exercise Period pursuant thereto, (x) the Company will have been
deemed unable to issue Warrant Shares without restrictive legend
and (y) the Warrant shall be deemed to have been exercised, if at
the time the Holder attempts to deliver an Exercise Agreement, (1)
the Registration Statement is not effective and (2) no exemption
from the registration requirements of the Act is available
(including, without limitation, under Section 3(a)(9) of the Act by
virtue of a Conversion or Company-Elected Conversion).
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(b)
Notwithstanding anything in this Warrant to the contrary, in no
event shall the Holder be entitled to exercise a number of Warrants
(or portions thereof) in excess of the number of Warrants (or
portions thereof) upon exercise of which the sum of (i) the number
of shares of Common Stock beneficially owned by the Holder and its
affiliates (other than shares of Common Stock which, but for this
proviso, may be deemed beneficially owned through the ownership of
the unexercised Warrants and the unexercised or unconverted portion
of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained
herein) and (ii) the number of shares of Common Stock issuable upon
exercise of the Warrants (or portions thereof) with respect to
which the determination described herein is being made, would
result in beneficial ownership by the Holder and its affiliates of
more than 4.9% of the outstanding shares of Common Stock. For
purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Regulations
13D-G thereunder, except as otherwise provided in this paragraph
(b). Notwithstanding anything in this Warrant to the contrary, the
restrictions on exercise of this Warrant set forth in this
paragraph shall not be amended without (i) the written consent of
the Holder and the Company and (ii) the approval of the holders of
a majority of the Common Stock present, or represented by proxy,
and voting at any meeting called to vote on the amendment of such
restriction.
2. Period of
Exercise . This Warrant is exercisable at any time or from
time to time on or after June 13, 2007 (“Exercise Period
Start Date”) and before the earlier of (i) 5:00 p.m., New
York City time on December 15, 2010 and (ii) immediately prior to
the closing of a Fundamental Transaction (as defined below) (the
"Exercise Period"); provided, however, that the Exercise Period may
be extended pursuant to Section 4.13 of the Purchase
Agreement.
3. Certain
Agreements of the Company . The Company hereby covenants
and agrees as follows:
(a) Shares to be Fully
Paid . All Warrant Shares will, upon issuance in accordance
with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, and charges with
respect to the issue thereof.
3
(b)
Reservation of Shares . During the Exercise Period,
the Company shall at all times have authorized, and reserved for
the purpose of issuance upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the full exercise
of this Warrant.
(c)
Listing . The Company shall promptly secure the
listing of the Warrant Shares upon each national securities
exchange or automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of
issuance upon exercise of this Warrant) and shall maintain, so long
as any other shares of Common Stock shall be so listed, such
listing of all Warrant Shares; and the Company shall so list on
each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise
of this Warrant if and so long as any shares of the same class
shall be listed on such national securities exchange or automated
quotation system.
(d) Certain
Actions Prohibited . 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 to be observed or performed by
it hereunder, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the
Holder in order to protect the exercise privilege of the Holder
against dilution or other impairment, consistent with the tenor and
purpose of this Warrant. Without limiting the generality of the
foregoing, the Company (i) will not increase the par value of any
shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, and (ii) will take all
such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this
Warrant.
(e)
Successors and Assigns . This Warrant will be binding
upon any entity succeeding to the Company by merger, consolidation,
or acquisition of all or substantially all the Company's
assets.
4.
Antidilution Provisions . During the Exercise Period,
the Exercise Price and the number of Warrant Shares shall be
subject to adjustment from time to time as provided in this
Paragraph 4. In the event that any adjustment of the Exercise Price
as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up to the nearest cent.
(a) Subdivision or
Combination of Common Stock . If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Common
Stock acquirable hereunder into a greater number of shares, then,
after the date of record for effecting such subdivision, the
Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced. If the Company at any time combines (by
reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock
acquirable hereunder into a smaller number of shares, then, after
the date of record for effecting such combination, the Exercise
Price in effect immediately prior to such combination will be
proportionately increased. "Common Stock," for purposes of this
Paragraph 4, includes the Common Stock, par value $0.001 per share,
and any additional class of stock of the Company having no
preference as to dividends or distributions on liquidation,
provided that the shares purchasable pursuant to this Warrant shall
include only shares of Common Stock, par value $0.001 per share, in
respect of which this Warrant is exercisable, or shares resulting
from any subdivision or combination of such Common Stock, or in the
case of any reorganization, reclassification, consolidation,
merger, or sale of the character referred to in Paragraph 4(c)
hereof, the stock or other securities or property provided for in
such Paragraph.
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(b)
Adjustment in Number of Shares . Upon each adjustment
of the Exercise Price pursuant to the provisions of this Paragraph
4, the number of shares of Common Stock issuable upon exercise of
this Warrant shall be adjusted by multiplying a number equal to the
Exercise Price in effect immediately prior to such adjustment by
the number of shares of Common Stock issuable upon exercise of this
Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.
(c)
Consolidation, Merger or Sale . In case of (i) any
consolidation of the Company
