ex4-5.htm


     

    Exhibit 4.5


    BIOCANCELL THERAPEUTICS INC. ASSIGNABLE
WARRANT

     

     

    To
purchase

    Shares of
Common Stock of

    BIOCANCELL THERAPEUTICS,
INC. (the
“Company”)

    at a per
share price and subject to the terms detailed below

    VOID
AFTER 5:00 p.m. New York Time

    on the
last day of the Warrant Period (as defined below)

    


                                                                                                                 ________,
20__

    


    THIS IS TO CERTIFY THAT,
_____________ (the “Holder”) is entitled to
purchase from the Company up to _______________ fully paid and non-assessable
shares of Common Stock of the Company, par value US $0.01 per share (the “Common Stock”) subject to
adjustment as set forth herein (the “Warrant Shares”), at an
exercise price per Warrant Share equal to ________ as may be adjusted hereunder
(which, for convenience and indication purposes only, was equal to _______ on
_________) (the “Exercise Price”), during the period
commencing upon the date hereof and terminating on __________, ____ (the “Warrant Period”).

    


    
      	
              1.  

            	
              EXERCISE OF
      WARRANT

            


    

     

     

    
      	
              1.1.  

            	
              Cash Exercise of
      Warrant.  This Warrant may be exercised from time to time
      or at any time during the Warrant Period by presentation and surrender
      thereof to the Company at its principal office or at such other office or
      agency as it may designate from time to time, accompanied
    by:

            


    

     

     

    
      	
              1.1.1.  

            	
              A
      duly executed notice of exercise, in the form attached hereto as Exhibit A (the
      “Exercise
      Notice”); and

            


    

     

     

    
      	
              1.1.2.  

            	
              Payment
      to the Company, for the account of the Company, of the aggregate Exercise
      Price for the number of Warrant Shares specified in the applicable
      Exercise Notice, payable in immediately available funds by wire transfer
      to the Company's bank account or by banker’s check or by any other means
      of payment agreed upon between the Company and the Holder. The Exercise
      Price will be paid in New Israeli Shekels or U.S.
  Dollars.

            


    

     

     

    
      	
              1.2.  

            	
              Partial Exercise,
      Etc.  If this Warrant should be exercised in part only,
      the Company shall, upon surrender of this Warrant for cancellation,
      execute and deliver a new Warrant evidencing the rights of the Holder to
      purchase the balance of the Warrant Shares purchasable
      hereunder.

            


    

     

     

    
      	
              1.3.  

            	
              Issuance of Warrant
      Shares.  Upon presentation and surrender of this Warrant
      accompanied by a duly executed Exercise Notice and the payment of the
      applicable aggregate Exercise Price pursuant to Section 1.1 above, the
      Company shall promptly (i) issue to the Holder the Warrant Shares to which
      the Holder is entitled; and (ii) deliver to the Holder the share
      certificate(s) evidencing such Warrant Shares together with cash, as
      provided in Section 1.4 hereof, in respect of any fractional Warrant
      Shares otherwise

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     

    issuable
upon such surrender. Upon receipt by the Company of this Warrant, the applicable
Exercise Notice and the applicable aggregate Exercise Price, the Holder shall be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such stock shall not then be
actually delivered to the Holder.

     

     

    
      	
              1.4.  

            	
              Fractional
      Shares.  No fractions of shares shall be issued in
      connection with the exercise of this Warrant, and the number of shares
      issued shall be rounded up to the nearest whole number (with cash being
      paid by the Company for any unissued fractional
  shares).

            


    

     

     

    
      	
              1.5.  

            	
              Taxes.  The
      Holder acknowledges that the grant of the Warrant, the issue of the
      Warrant Shares and the execution and/or performance of this Warrant may
      have tax consequences to the Holder and that the Company is not able to
      ensure or represent to the Holder the nature and extent of such tax
      consequences. The Company shall pay all of the applicable taxes and other
      charges in connection with the issuance of the Warrant Shares and the
      preparation and delivery of share certificates pursuant to this Section 1
      in the name of the Holder (such as documentary stamp or similar issue or
      transfer taxes in respect of the issue or delivery of Common Shares on
      exercise of this Warrant), but shall not pay any taxes payable by the
      Holder by virtue of the sale of this Warrant or the Warrant Shares by the
      Holder and the Holder shall indemnify the Company, without derogating from
      the Holder’s obligation to pay such amounts, for any and all charges or
      payments as aforesaid. The Company shall withhold required taxes pursuant
      to applicable law on payments to the Holder under this Warrant, unless the
      Holder shall provide the Company with written confirmation of withholding
      tax exemption in the form prescribed by
law.

            


    

     

     

    
      	
              1.6.  

            	
              Additional
      Documents.  The Holder will sign any and all documents
      required by law, the Company’s ByLaws and/or any agreement to which the
      Company is a party or by which it bound, to facilitate the issuance of
      stock upon exercise of this
Warrant.

            


    

     

     

    
      	
              1.7.  

            	
              Loss or Destruction of
      Warrant.  Upon receipt by the Company of evidence
      reasonably satisfactory to it of the loss, theft, destruction or
      mutilation of this Warrant, and (in the case of loss, theft or
      destruction) of reasonable expense reimbursement and satisfactory
      indemnification, and upon surrender and cancellation of this Warrant, if
      mutilated, the Company will execute and deliver a new Warrant of like
      tenor and date.

            


    

     

    
      	
              2.  

            	
              RESERVATION
      OF STOCK;
      PRESERVATION OF RIGHTS OF
HOLDER

            


    

     

     

    
      	
              2.1.  

            	
              Reservation of
      Shares.  The Company hereby agrees that, at all times
      prior to the expiration or exercise of this Warrant, it will maintain and
      reserve, free from pre-emptive or similar rights, such number of
      authorized but unissued shares of Common Stock so that this Warrant may be
      exercised without additional authorization of Common Stock after giving
      effect to all other warrants, convertible securities and other rights to
      acquire shares of the Company.

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


     

    
      	
              2.2.  

            	
              Preservation of
      Rights.  The Company will not, by amendment of its
      organizational documents or through reorganization, recapitalization,
      consolidation, merger, dissolution, transfer of assets, issue or sale of
      securities or any other voluntary act, avoid or seek to avoid the
      observance or performance of any of the covenants, stipulations,
      conditions or terms to be observed or performed hereunder, but will at all
      times in good faith assist in the carrying out of all the provisions
      hereof and in taking of all such actions and making all such adjustments
      as may be necessary or appropriate in order to fulfill the provisions
      hereof.

            


    

     

    
      	
              3.  

            	
              ADJUSTMENT

            


    

     

     

    
      	
              3.1.  

            	
              Adjustments.  The
      number of Warrant Shares purchasable upon the exercise of this Warrant and
      the payment of the Exercise Price shall be subject to adjustment from time
      to time or upon exercise as provided in this Section
  3.

            


    

     

     

    
      	
              3.2.  

            	
              Consolidation and
      Division.  In the event that during the Warrant Period
      the Company consolidates its share capital into stock of greater par
      value, or subdivides them into stock of lesser par value, then the number
      of Warrant Shares to be allotted on exercise of this Warrant after such
      consolidation or subdivision shall be reduced or increased accordingly, as
      the case may be, such increase or decrease, as the case may be, to become
      effective immediately after the opening of business on the day following
      the day upon which such subdivision or combination becomes effective, and
      in each case the Exercise Price shall be adjusted appropriately such that
      the aggregate consideration hereunder to the Company shall not
      change.

            


    

     

     

    


     

    
      	
              4.  

            	
              NOTICE OF CERTAIN
      EVENTS

            


    

     

    If at any
time during the Warrant Period (i) there shall be any capital reorganization or
reclassification of the stock capital of the Company or any other event set
forth in Section 3 above; (ii) the Company shall consolidate with or merge with
or into another corporation or convey all or substantially all of its assets to
another corporation or other entity; or (iii) there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company, then, in any
one or more of said events, the Company shall deliver to the Holder prior
written notice thereof, including the date on which (a) a record shall be taken
in connection with such event and (b) the consummation date of such event. Such
written notice shall be delivered to the Holder at least thirty (30) days prior
to the consummation of the applicable event and not less than thirty (30) days
prior to the record date in respect thereto (subject to the provisions of
Section 7 herein).

     

    
      	
              5.  

            	
              NOTICE OF
      ADJUSTMENTS

            


    

     

    Whenever
an adjustment pursuant to Section 3 above is effected, the Company shall
promptly compute such adjustment and deliver to the Holder notification setting
forth the number of Warrant Shares for which this Warrant is exercisable and the
Exercise Price as a result of such adjustment, a brief statement of the facts
requiring such adjustment and the computation thereof and when such adjustment
has or will become effective.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              6.  

            	
              RIGHTS OF THE
      HOLDER

            


    

     

    The
Holder acknowledges that the Warrant Shares shall be subject to such certain
rights, privileges, restrictions and limitations as set forth in this Warrant
and the Certificate of Incorporation or Bylaws of the Company, as may be amended
from time to time. This Warrant shall not entitle the Holder, by virtue hereof,
to any voting rights or other rights as a stockholder of the Company, except for
the rights expressly set forth herein.

     

    


     

    
      	
              7.  

            	
              TERMINATION

            


    

     

    Notwithstanding
anything to the contrary, this Warrant and all the rights conferred hereby shall
terminate and expire at the aforementioned time at 5:00 p.m. New York Time on
the last day of the Warrant Period.

     

    


     

    
      	
              8.  

            	
              MISCELLANEOUS

            


    

     

     

    
      	
              8.1.  

            	
              Entire Agreement;
      Amendment.  This Warrant sets forth the entire
      understanding of the parties hereto with respect to the subject matter
      hereof and supersedes all existing agreements among them concerning such
      subject matter. All article and section headings herein are inserted for
      convenience only and shall not modify or affect the construction or
      interpretation of any provision of this Warrant. No modification or
      amendment of this Warrant will be valid unless executed in writing by the
      Company and the Holder.

            


    

     

     

    
      	
              8.2.  

            	
              Waiver.  No
      failure or delay on the part of any of the parties hereto in exercising
      any right, power or privilege hereunder and/or under any applicable laws
      or the exercise of such right or power in a manner inconsistent with the
      provisions of this Warrant or applicable law shall operate as a waiver
      thereof. Any waiver must be evidenced in writing signed by the party
      against whom the waiver is sought to be
  enforced.

            


    

     

     

    
      	
              8.3.  

            	
              Successors and
      Assigns; Assignment.  Subject to applicable securities
      laws, this Warrant and the rights and obligations evidenced hereby shall
      inure to the benefit of and be binding upon the successors of the Company
      and the successors and permitted assigns of Holder.  The
      provisions of this Warrant are intended to be for the benefit of all
      Holders from time to time of this Warrant and shall be enforceable by any
      such Holder or holder of Warrant
Shares.

            


    

     

     

    
      	
              8.4.  

            	
              Governing Law.
      Except as explicitly set forth herein, this Warrant shall be governed by
      and construed under the laws of the State of Israel, without regard to the
      conflicts of laws provisions thereof. Any dispute arising in connection
      with this Warrant shall be settled exclusively before the competent courts
      of the city of Tel-Aviv-Jaffa.

            


    

     

     

    
      	
              8.5.  

            	
              Notices.  Any
      notice required or permitted to be given to the Company pursuant to the
      provisions of this Warrant will be in writing and will be effective and
      deemed delivered to the Company on the earliest of the
      following:  (a) all notices and
other

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    communications
delivered in person or by courier service shall be deemed to have been delivered
as of actual delivery thereof; or, (b) those given by facsimile transmission
shall be deemed delivered on the following business day after transmission, with
confirmed transmission thereof; or (c) all notices and other communications sent
by registered mail (or air mail if the posting is international) shall be deemed
given seven (7) days after posting.  All notices shall be addressed as
set forth below or at such other address as the Company shall have furnished to
the other party in writing in accordance with this provision:

     

     

    
      	
              8.5.1.  

            	
              Mail
      sent to the Company shall be addressed
to:

            


    

     

    BioCancell
Therapeutics, Inc.

    8 Hartom
St. Har Hotzvim

    Jerusalem
97775

    Fax:
02-5486550

    Email:
info@biocancell.com

    Attention:
Avraham Hampel

    


     

    
      	
              8.6.  

            	
              Severability.  If
      any provision of this Warrant is held to be unenforceable, this Warrant
      shall be considered divisible and such provision shall be deemed
      inoperative to the extent it is deemed unenforceable, and in all other
      respects this Warrant shall remain in full force and effect; provided,
      however,
      that if any such provision may be made enforceable by limitation thereof,
      then such provision shall be deemed to be so limited and shall be
      enforceable to the maximum extent permitted by applicable
    law.

            


    

     

     

    
      	
              8.7.  

            	
              Counterparts.  This
      Warrant may be executed in any number of counterparts, each of which shall
      be an original, but all of which together shall constitute one
      instrument.  Facsimile signatures of a party shall be binding as
      evidence of such party’s agreement hereto and acceptance
      hereof.

            


    

     

     

    


     

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    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

     

    


     

    
      	
              Dated:  ___________,
      2009

               

            	
              BIOCANCELL THERAPEUTICS,
      INC. .

               

               

              By:
      ______________________________

                     Name:

                     Title:

            


    

    


    


    


    


    


    


    


    AGREED AND
ACCEPTED:

    


    


    


    __________________________

    (Signature)

    


    __________________________

    (Name
/ Company)

    


    


    By:
______________________________

           Representative:

     

           Title:


    
      
         


      

      
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    Exhibit
A

    


    Exercise
Notice

     

    Date:
____________

     

    To:         BioCancell
Therapeutics, Inc.

     

    


     

    The
undersigned, pursuant to the provisions set forth in the Warrant to which this
Exercise Notice is attached (the “Warrant”), hereby elects to
purchase __________ of the Warrant Shares (as such term is defined in the
Warrant).

     

    


     

    Signature:                                                        

     

    


     

    Address:               

     

    


     

    


     

    


     

    



    
      
         


      

      
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