EXHIBIT 4.2
Right
to
Purchase_______
Shares of
Common Stock,
par value $0.001
per share
FORM OF COMMON STOCK PURCHASE
WARRANT
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 (the “Warrant Shares”) of
the Company's common stock, par value $0.001 per share (the
“Common Stock”), at a per share exercise price equal to
$9.00 (the “Exercise Price”).
This Warrant is subject to the following terms,
provisions, and conditions:
1. Manner of Exercise; Issuance of Certificates;
Payment for Warrant Shares
(a) Exercise; Payment . 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 purchased
by the Holder shall be deemed to be issued to the Holder or the
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.
(b) Issuance . Upon surrender of this Warrant, delivery of the
Exercise Agreement, and payment to the Company of the Exercise
Price, 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 to exceed three (3)
business days after such exercise; provided, however, that if this
Warrant is exercised (i) at any time that DWAC Transfer is not
available or (ii) during the Lock-Up Period (as defined in that
certain Lock-Up Agreement signed by the Holder of even date
herewith (the “Lock-Up Agreement”)), or if 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 ten (10)
business 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 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.
1
(c) Rescission of Exercise Agreement
. In the event an Exercise Agreement is delivered
and the Company is unable to issue the Warrant Shares as provided
in Paragraph 1(b) above, the Holder may, at its option, rescind
such Exercise 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, (v) the Lock-Up Period is in effect, or (vi) otherwise,
the Company shall not be required to make any cash payments to the
Holder in lieu of issuance of the Warrant Shares. Further, the
Warrant shall not be exercisable if (a) the Registration Statement
is not effective at the time of exercise or (b) an exemption from
the registration requirements of the Securities Act of 1933, as
amended (the “Act”), is not available.
2. Period of Exercise
. This Warrant is exercisable at any time or from
time to time on or after September 9, 2009 and before 5:00 p.m.,
New York City time on September 9, 2014 (the “Exercise
Period”).
3. Legends. The Holder understands and acknowledges that the
Warrant Shares are subject to the terms and conditions of the
Lock-Up Agreement. Each stock certificate representing Warrant
Shares issued during the Lock-Up Period shall bear the following
legend:
“UNTIL SEPTEMBER 9, 2010
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE LOCK-UP
AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF THIS CERTIFICATE, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY.”
4. 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
(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 make commercially reasonable efforts to
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 make commercially reasonable
efforts to 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) 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.
5. 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 5. 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. 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 5, 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 5(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 5, 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.
3
(c) Distribution of Assets
. In case the Company shall declare or make any
distribution of its assets (including cash) to holders of Common
Stock as a partial liquidating dividend, by way of return of
capital or otherwise, then, after the date of record for
determining stockholders entitled to such distribution, but prior
to the date of distribution, the Holder shall be entitled upon
exercise of this Warrant for the purchase of any or all of the
shares of Common Stock subject hereto, to receive the amount of
such assets which would have been payable to the Holder had such
Holder been the holder of such shares of Common Stock on the record
date for the determination of stockholders entitled to such
distribution.
(d) Notice of Adjustment
. Upon the occurrence of any event which requires
any adjustment of the Exercise Price, then, and in each such case,
the Company shall give notice thereof to the Holder, which notice
shall state the Exercise Price resulting from such adjustment and
the increase or decrease in the number of Warrant Shares
purchasable at such price upon exercise, setting forth in
reasonable detail the method of calculation and the facts upon
which such calculation is based. Such calculation shall be
certified by the chief financial officer of the Company.
(e) Minimum Adjustment of Ex
