|
Right to
Purchase _______
Shares of
Common Stock,
par value $0.001
per share
COMMON STOCK PURCHASE WARRANT C
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
an
exercise price of $0.01 per share (the "Exercise Price"). The term
"Warrant
Shares," as used herein, refers to the shares of Common Stock
purchasable
hereunder. The Warrant Shares are subject to adjustment as provided
in
Paragraph 4 hereof. The term "Warrants" means this Warrant and the
other
warrants (including the A Warrants and the B Warrants (each as
defined in the
Purchase Agreement)) issued pursuant to 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").
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 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. 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 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, 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
<PAGE>
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 clause (i) hereof.
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 the date on which this Warrant is issued
and delivered
pursuant to the terms of the Purchase Agreement (the "Issue Date")
and before
5:00 p.m., New York City time on the second (2nd) anniversary of
the Issue Date
(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.
(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.
2
<PAGE>
(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 number
of
Warrant Shares shall be subject to adjustment from time to time as
provided in
this Paragraph 4.
(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 number of shares of
Common
Stock issuable upon exercise of this Warrant prior to such
subdivision will
be increased accordingly. 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
number of shares of Common Stock issuable upon exercise of this
Warrant prior to
such subdivision will be decreased accordingly. "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.
3
<PAGE>
(b) 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
upon the
exercise of this Warrant, such shares of stock, securities or
assets as may be
issued or payable with respect to or in exchange for the number of
shares of
Common Stock im
|
