|
Right to
Purchase _______
Shares of Common Stock,
par value $0.001
per share
COMMON STOCK PURCHASE WARRANT B
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 $8.00 per share (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 A Warrants and the C 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 of such exercise.
<PAGE>
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 February 28, 2007 (the "Exercise
Period");
provided, however, that:
(i) On February 28, 2007, if the Holder pays an extension fee of
$7.99
per share (the "Extension Fee"), to the Company in cash, by
certified or
official bank check or by wire transfer for the account of the
Company (which
Extension Fee is non-refundable), the "Exercise Period" shall be
extended to
December 15, 2009 with respect to that number of Warrant Shares
determined by
dividing (i) the aggregate amount of the Extension Fee paid by (ii)
$7.99;
provided, further, that after February 28, 2007, if the Exercise
Period has been
extended pursuant to the terms of this Section 2 upon payment of
the Extension
Fee to the Company, the Exercise Price per share shall equal $0.01;
and
(ii) the Exercise Period will be extended in accordance with
Section
4.13 of the Purchase Agreement upon the occurrence of events set
forth in such
section.
2
<PAGE>
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.
(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.
3
<PAGE>
(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 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.
(
|
