|
Right to
Purchase
--------
Shares of
Common Stock,
par value $0.001
per share
COMMON STOCK PURCHASE WARRANT A
THIS CERTIFIES THAT, for value received, ________________ (the
"Holder") or its registered assigns, 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 other 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 Section
10(c) below) for the Warrant Shares specified in the Exercise
Agreement. The
Warrant Shares so purchased 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 Cashless
Exercise has been
made) as set forth above.
<PAGE>
In the event of any exercise of the rights represented by this
Warrant in
accordance with and subject to the terms and conditions hereof, 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. Any certificates
requested shall
be delivered in such denominations as may be requested by the
Holder and shall
be registered in the name of such holder or such other name as
shall be
designated by such 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,
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.
(b) Notwithstanding anything in this Warrant to the contrary, in
no
event shall the Holder of this Warrant 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
5:00 p.m., New York City time on December 15, 2010 (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:
2
<PAGE>
(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.
(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 of this
Warrant in order to protect the exercise privilege of the holder of
this Warrant
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.
3
<PAGE>
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.
(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 any consolidation
of
the Company with, or merger of the Company into any other
corporation, or in
case of any sale or conveyance of all or substantially all of the
assets of the
Company other than in connection with a plan of complete
liquidation of the
Company, then as a condition of such consolidation, merger or sale
or
conveyance, adequate provision will be made whereby the holder of
this Warrant
will have the right to acquire and receive upon exercise of this
Warrant in lieu
of the shares of Common Stock immediately theretofor
acquirable
|
