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EXHIBIT 4.12
SERIAL NUMBER:
CELSION CORPORATION
FORM OF FINDER'S WARRANT
THE SECURITIES REPRESENTED HEREBY AND
ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE.
SUCH SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION THEREUNDER OR EXEMPTIONS
FROM SUCH REGISTRATION REQUIREMENTS.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.
CELSION CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK
VOID AFTER___________, 2009
1. Warrant to Purchase Common Stock.
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1.1 Warrant to Purchase Shares. This warrant (this "Warrant")
certifies that for good and valuable
consideration, the receipt and sufficiency
of which are hereby
acknowledged,________________ (the "Warrant Holder") is
entitled, effective as of _________, 2004,
subject to the terms and conditions
of this Warrant, to purchase from Celsion
Corporation, a Delaware corporation
(the "Company"), up to a total of
_______________shares (the "Shares") of Common
Stock, par value $0.01 per share, of the
Company (the "Common Stock"), at the
price of $1.10 per share (the "Exercise
Price") prior to 5:00 p.m. prevailing
Eastern time on _____________, 2009 (the
"Expiration Date"), subject to earlier
call by the Company as provided in Section
4 hereof (the "Call"). The Warrant
must be exercised, if at all, in whole or
in part, any time on or before the
Expiration Date, subject to earlier Call by
the Company. Unless the context
otherwise requires, the term "Shares" shall
mean and include the Common Stock of
the Company and other securities and
property at any time receivable or issuable
upon exercise of this Warrant. The term
"Warrant" as used herein, shall include
this Warrant and any warrants delivered in
substitution or exchange therefor as
provided herein.
1.2 Adjustment of Exercise Price and Number of Shares. The
number
and character of Shares issuable upon
exercise of this Warrant (or any shares of
stock or other securities or property at
the time receivable or issuable upon
exercise of this Warrant) and the Exercise
Price therefor, are subject to
adjustment upon occurrence of the following
events:
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(a) Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, etc. The Exercise Price
of this Warrant and the number of
Shares issuable upon exercise of this
Warrant each shall be proportionally
adjusted to reflect any stock dividend,
stock split, reverse stock split,
combination of shares, reclassification,
recapitalization or other similar event
altering the number of outstanding shares
of the Company's Common Stock.
(b) Adjustment for Other Dividends and Distributions. In case
the Company shall make or issue, or shall
fix a record date for the
determination of eligible holders entitled
to receive, a dividend or other
distribution with respect to the Common
Stock payable in securities of the
Company then, and in each such case, the
Warrant Holder, on exercise of this
Warrant at any time after the consummation,
effective date or record date of
such event, shall receive, in addition to
the Shares (or such other stock or
securities) issuable on such exercise prior
to such date, the securities of the
Company to which such Warrant Holder would
have been entitled upon such date if
such Warrant Holder had exercised this
Warrant immediately prior thereto (all
subject to further adjustment as provided
in this Warrant).
(c) Adjustment for Capital Reorganization, Consolidation,
Merger. If any capital reorganization of
the capital stock of the Company, or
any consolidation or merger of the Company
with or into another corporation, or
the sale of all or substantially all of the
Company's assets to another
corporation shall be effected in such a way
that holders of the Company's Common
Stock will be entitled to receive stock,
securities or assets with respect to or
in exchange for the Company's Common Stock,
then in each such case the Warrant
Holder, upon the exercise of this Warrant
at any time after the consummation of
such capital reorganization, consolidation,
merger, or sale, shall be entitled
to receive, in lieu of the stock or other
securities and property receivable
upon the exercise of this Warrant prior to
such consummation, the stock or other
securities or property to which such
Warrant Holder would have been entitled
upon such consummation if such Warrant
Holder had exercised this Warrant
immediately prior to the consummation of
such capital reorganization,
consolidation, merger, or sale, all subject
to further adjustment as provided in
this Section 1.2; and in each such case,
the terms of this Warrant shall be
applicable to the shares of stock or other
securities or property receivable
upon the exercise of this Warrant after
such consummation.
2. Manner of Exercise.
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2.1 Exercise Agreement. This Warrant may be exercised, in whole
or
in part, on any business day on or prior to
the Expiration Date, subject to
earlier Call by the Company. To exercise
this Warrant, the Warrant Holder must
surrender to the Company this Warrant and
deliver to the Company: (a) a duly
executed exercise agreement in the form
attached hereto as Exhibit A, or in such
other form as may be approved by the
Company from time to time (the "Warrant
Exercise Agreement"); (b) if applicable, a
spousal consent in the form attached
hereto as Exhibit B (a "Spousal Consent");
and (c) payment in full of the
Exercise Price for the number of Shares to
be purchased upon exercise hereof in
accordance with Section 2.3 hereof. If
someone other than the Warrant Holder
exercises this Warrant, then such person
must submit to the Company each of the
items set forth in clauses (a) through (c)
of the foregoing sentence (to the
extent applicable) and, in addition, must
submit documentation acceptable to the
Company that such person has the right to
exercise this Warrant. Upon a partial
exercise, this Warrant shall be
surrendered, and a new Warrant of like tenor for
purchase of the number of remaining Shares
not
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previously purchased shall be issued by the
Company to the Warrant Holder. This
Warrant shall be deemed to have been
exercised immediately prior to the close of
business on the date of its surrender or,
if such date is not a business day,
then as of the close of business on the
next succeeding business day, for
exercise as provided above, and the person
entitled to receive the Shares
issuable upon such exercise shall be
treated for all purposes as the holder of
record of such Shares as of the close of
business on such deemed exercise date.
2.2 Limitations on Exercise. This Warrant may not be exercised as
to
fewer than one hundred (100) Shares unless
it is exercised as to all Shares as
to which this Warrant is then
exercisable.
2.3 Payment.
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Cash; Same Day Sale; Margin Commitment. Except as otherwise
provided in Paragraph (b) of this Section
2.3, the Exercise Agreement shall be
accompanied by full payment of the Exercise
Price for the Shares being purchased
in cash (by certified or cashiers' check or
wire transfer or other immediately
available funds) or, where permitted by law
and provided that a public market
for the Company's stock exists, (a) through
a "same day sale" commitment from
the Warrant Holder and a broker-dealer that
is a member of the National
Association of Securities Dealers (an "NASD
Dealer"), whereby the Warrant Holder
irrevocably elects to exercise this Warrant
and to sell a portion of the Shares
so purchased to pay for the Exercise Price
and whereby the NASD Dealer
irrevocably commits upon receipt of such
Shares to forward the Exercise Price
directly to the Company or (b) through a
"margin" commitment from the Warrant
Holder and an NASD Dealer, whereby the
Warrant Holder irrevocably elects to
exercise this Warrant and to pledge the
Shares so purchased to the NASD Dealer
in a margin account as security for a loan
from the NASD Dealer in the amount of
the Exercise Price and whereby the NASD
Dealer irrevocably commits upon receipt
of such Shares to forward the Exercise
Price directly to the Company.
2.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Warrant, the Warrant
Holder must pay or provide for any
applicable federal or state withholding
obligations of the Company.
2.5 Issuance of Shares. Provided that the Exercise Agreement,
the spousal consent, if necessary, and
payment have been received by the Company
as provided in Section 2.3 hereof, the
Company shall issue the Shares (adjusted
as provided herein) registered in the name
of the Warrant Holder, the Warrant
Holder's authorized assignee, or the
Warrant Holder's legal representative, and
shall deliver one or more certificates
representing the Shares as the Warrant
Holder reasonably may request with the
appropriate legends affixed thereto.
3. Registration of the Shares. The Shares are subject to
registration under the Securities Act of
1933, as amended pursuant to Section 4
of the Subscription Agreement entered into
between the Company and the Warrant
Holder in connection with the issuance and
acquisition of this Warrant (the
"Subscription Agreement").
4. Redemption. The Company, at its sole discretion, may, at any
time
and from time to time after the date
hereof, call, redeem and cancel ("Call")
all or any part of the outstanding Warrants
upon
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the payment of consideration consisting of
$0.0001 per Share for each Share
subject to a Warrant redeemed and
cancelled; provided, however, that any such
redemptions and cancellations may be made
by the Company only upon thirty (30)
calendar days' prior written notice (the
"Redemption Date" being the close of
business on the thirtieth (30th) day
following the date the notice is deemed to
be given to Warrant Holders pursuant to
Section 9 hereof or, if such day is not
a business day, then the close of business
on the next succeeding business day)
and only if the closing sales pr
