Broker Warrant No:
THIS WARRANT
AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), STATE SECURITIES LAWS IN THE
UNITED STATES OR THE SECURITIES LAW OF ANY OTHER COUNTRY AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS (A) SUCH TRANSACTION OCCURS OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF
REGULATION S UNDER THE ACT (OR SUCH SUCCESSOR RULE OR REGULATION
THEN IN EFFECT), IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS, (B) THIS WARRANT AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT ARE REGISTERED UNDER THE ACT OR (C)
SUCH TRANSACTION CONSTITUTES A TRANSACTION THAT OTHERWISE DOES NOT
REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE
SECURITIES LAWS, AND THE HOLDER PRIOR TO SUCH TRANSACTION HAS
FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED
STANDING TO THAT EFFECT REASONABLY SATISFACTORY TO THE CORPORATION,
SUBJECT IN EACH CASE TO ANY APPLICABLE UNITED STATES FEDERAL OR
STATE OR FOREIGN SECURITIES LAW RESTRICTIONS APPLICABLE TO THE
RESALE OF THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF
THIS WARRANT.
THIS WARRANT
MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON AND NO
SECURITIES MAY BE DELIVERED IN THE UNITED STATES UPON EXERCISE OF
THIS WARRANT UNLESS THE EXERCISE IS REGISTERED UNDER THE ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. ANY
PERSON EXERCISING THIS WARRANT WILL BE REQUIRED TO PROVIDE (1)
WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON WITHIN THE
MEANING OF REGULATION S OF THE ACT AND THAT THIS WARRANT IS NOT
BEING EXERCISED WITHIN THE UNITED STATES OR ON BEHALF OF, OR FOR
THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED
STATES, OR (2) A WRITTEN OPINION OF COUNSEL OF RECOGNIZED STANDING
TO THE EFFECT THAT THIS WARRANT AND THE SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE ACT AND
UNDER ANY APPLICABLE U.S. STATE SECURITIES LAWS OR ARE EXEMPT FROM
REGISTRATION THEREUNDER. HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.
WARRANT TO PURCHASE COMMON
STOCK
___________ Shares of Common
Stock
SYNTHEMED, INC.
THIS CERTIFIES THAT, for good and valuable
consideration, the receipt of which is hereby acknowledged,
[insert name] (the “Warrantholder”) with an
address at [insert address] ,is the registered holder of
this Warrant and is entitled to subscribe for and purchase from
SyntheMed, Inc. , a Delaware corporation (the
“Corporation”), at any time after the date hereof and
before 5:00 p.m. (Eastern Standard Time) on, September 30, 2012
(the “Time of Expiry”), up to _______________ fully
paid and non-assessable shares of common stock of the Corporation
(“Shares”) par value .001 (US) per Share
of
the Corporation at an exercise price of $0.50
(US) per Share, subject to adjustment as provided below
(collectively the “Exercise Price”).
This Warrant is subject to the provisions of the
Agency Agreement dated September 30, 2008 between the Clubb Capital
Limitd (the “Agent”) and the Corporation (the
“Agency Agreement”), and the following provisions,
terms and conditions:
This warrant certificate is one of a series of
warrant certificates (collectively, the
“Warrants”) issued pursuant to the Agency
Agreement under which Warrants to purchase up to _____________
Shares at the Exercise Price of $0.50 per Share have been issued to
or at the direction of the Agent.
|
|
|
Election to
Purchase . This Warrant may be exercised by
the Warrantholder prior to the Time of Expiry in whole or in part
and in accordance with the provisions hereof by delivery of an
Election to Purchase in a form substantially the same as that
attached hereto as Annex “A”, properly completed and
executed, together with this Warrant and payment of the Exercise
Price multiplied by the number of Shares specified in the Election
to Purchase to the Corporation at 200 Middlesex Essex Turnpike,
Suite 210, Iselin, New Jersey 08830, U.S.A.,
Attention: Robert P. Hickey, or such other address as
may be notified in writing by the Corporation. Payment shall be
made in U.S. dollars by certified or bank cashier’s cheque
payable to the order of the Corporation.
|
|
|
|
Exercise . The Corporation shall, promptly
following the date it receives a duly executed Election to
Purchase, this Warrant and payment of the Exercise Price for the
number of Shares specified in the Election to Purchase (the
“Exercise Date”), issue or cause to be issued that
number of Shares specified in the Election to Purchase as fully
paid and non-assessable Shares. Such duly executed
Election to Purchase shall constitute the Warrantholder’s
acknowledgement of and undertaking to comply to the reasonable
satisfaction of the Corporation and its counsel, with all
applicable laws, rules, regulations and policies of every stock
exchange upon which the Shares of the Corporation may from time to
time be listed or traded, and any other applicable governmental or
regulatory authorities.
|
|
|
|
Share
Certificates . As promptly as practicable after
the Exercise Date (and in any event not later than 10 days after
the Exercise Date), the Corporation shall send to the
Warrantholder, registered in such name or names as the
Warrantholder may direct or if no such direction has been given, in
the name of the Warrantholder, a certificate or certificates for
the number of Shares specified in the Election to Purchase. To the
extent permitted by law, such exercise shall be deemed to have been
effected as of the close of business on the Exercise Date, and at
such time the rights of the Warrantholder with respect to the
portion of the Warrant exercised shall cease, and the person or
persons in whose name or names any certificate or certificates for
Shares shall then be issuable upon such exercise shall be deemed to
have become the holder or holders of record of the Shares
represented thereby.
|
|
|
|
Fractional
Shares . No
fractional Shares shall be issued upon exercise of this Warrant and
no payments or adjustment shall be made upon any exercise on
account of any cash dividends on the Shares issued upon such
exercise. If any fractional interest in a Share would,
except for the provisions of the first sentence of this subsection
2(d), be deliverable upon the exercise of this Warrant, the number
of Shares to be issued to the Warrantholder upon the exercise of
this Warrant shall be rounded to the nearest whole
number.
|
|
|
|
Subscription
for Less than Entitlement . The Warrantholder may from time to
time subscribe for and purchase a number of Shares less than the
aggregate number which the holder is entitled to purchase pursuant
to this Warrant. In the event of a purchase of a number
of Shares less than the aggregate number which may be purchased
pursuant to this Warrant, the holder thereof shall be entitled to
receive, without charge, a new Warrant certificate in respect of
the balance of the Shares subject to this Warrant which were not
purchased by the Warrantholder.
|
|
|
|
Corporate
Changes . If
the Corporation shall be a party to any reorganization, merger,
dissolution or sale of all or substantially all of its assets (the
“Event”), (other than a reorganization or merger in
which the Corporation is the surviving entity) then the securities
purchasable hereunder shall be the securities (the “Event
Securities”) which the Warrantholder would have received or
been entitled to receive in such Event if such Warrantholder had
fully exercised this Warrant prior to the record date (or if there
was no record date, then prior to the effective date) of such
Event, and the Exercise Price shall be adjusted to be the amount
determined by multiplying the Exercise Price in effect immediately
prior to the Event by the number of Shares as to which this Warrant
was unexercised immediately prior to the Event, and dividing the
product thereof by the number of Event Securities; provided
however, that the Event shall not be carried into effect unless all
necessary steps have been taken to ensure that any surviving entity
is subject to the terms of this Warrant as adjusted.
|
Notwithstanding
anything to the contrary contained in the immediately preceding
paragraph, in the event of a transaction contemplated by such
paragraph in which the surviving or purchasing corporation demands
that all outstanding Warrants be extinguished prior to the closing
date of the contemplated transaction, the Corporation shall give
prior notice (the “Merger Notice”) thereof to the
Warrantholders advising them of such transaction. The
Warrantholders shall have 10 days after the date of the Merger
Notice to elect to (i) exercise the Warrants in the manner provided
herein, or (ii) receive from the surviving or purchasing
corporation the same consideration receivable by a holder of the
number of Shares for which this Warrant might have been exercised
immediately prior to such consolidation, merger, sale, or purchase
reduced by such amount of the consideration as has a market value
equal to the Exercise Price, as determined by the board of
directors of the Corporation in accordance with the terms of the
Warrants. If any Warrantholder fails to timely notify the
Corporation of its election, the Warrantholder shall be deemed for
all purposes to have elected the option set forth in (ii) above.
Any amounts receivable by a Warrantholder who has elected the
option set forth in (ii) above shall be payable at the same time as
amounts payable to stockholders in connection with any such
transaction.
|
|
|
Subdivision
or Consolidation of Shares
|
|
|
|
In the event
the Corporation shall subdivide its outstanding Shares into a
greater number of Shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced, and
conversely, in the event the outstanding Shares of the Corporation
shall be consolidated into a smaller number of Shares, the Exercise
Price in effect immediately prior to such consolidation shall be
proportionately increased.
|
|
|
|
Upon each
adjustment of the Exercise Price as provided herein, the
Warrantholder shall thereafter be entitled to acquire, at the
Exercise Price resulting from such ad
|
|
