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Right to
Purchase _________
Shares of
Common Stock,
par value $0.001
per share
COMMON STOCK PURCHASE WARRANT D
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 A Warrants, 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 (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
<PAGE>
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 Section 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 Section 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 Section 10(c); and (ii) if the
Estimated Warrant
Shares are less than the number of Warrant Shares to be
delivered pursuant to
Section 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 Section 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
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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, (i) the Registration
Statement is
not effective and (ii) 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).
(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
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:
(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.
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(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 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
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<PAGE>
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.
(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 with, or merger of the Company into
any other
corporation or entity, or (ii) any sale o
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