exv4w13






Exhibit 4.13



NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR THE PURCHASER’S OWN
ACCOUNT AND PURCHASER HAS NO CURRENT ARRANGEMENTS OR UNDERSTANDINGS FOR THE RESALE OR DISTRIBUTION
TO OTHERS. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.




POLYMEDIX, INC.

WARRANT TO PURCHASE [     ] SHARES OF COMMON STOCK




Date of Issuance: November [     ], 2009




VOID AFTER [               ], 2014




Warrant No.:




     THIS CERTIFIES THAT, for value received,                     , or permitted registered assigns (the
“Holder”), is entitled, subject to the terms set forth below, to subscribe for and purchase at the
Exercise Price (defined below) from PolyMedix, Inc., a Delaware corporation (the “Company”), at any
time during the Exercise Period, up to [          ] fully paid and nonassessable shares of the
Company’s class of common stock, par value $0.001 per share (“Common Stock”). This warrant is one
of a series of warrants to purchase shares of Common Stock (the “Warrants”) issued pursuant to that
certain Placement Agency Agreement (“Placement Agency Agreement”), dated as of November ___, 2009,
by and between the Company and the parties referred to therein.



     1. CERTAIN DEFINITIONS. As used herein, the following terms shall have the following
respective meanings:



          (a) “Exercise Period” shall mean the period commencing with the date that is 180 days
immediately following the effective date of the Registration Statement (as defined in the Placement
Agency Agreement) and ending on the fifth anniversary of the Issuance Date, if such falls on a day
other than a Trading Day, the next succeeding day that is a Trading Day, unless sooner terminated
as provided below.




          (b) “Exercise Price” shall mean $  per share, subject to adjustment as provided herein.




          (c) “Exercise Shares” shall mean the shares of Common Stock issuable upon exercise of this
Warrant.




          (d) “Fair Market Value” means, for one share of Common Stock, as of any date, the value
determined by the first of the following clauses that applies: (i) if the Common




 









 







Stock is then listed on an exchange, the average of the closing sales prices for the shares of
Common Stock on the principal exchange where such security is listed or traded as reported by
Bloomberg L.P. (or a comparable reporting service of national reputation selected by the Company
and reasonably acceptable to the Holder if Bloomberg L.P. is not then reporting sales prices of
such security) (collectively, “Bloomberg”) for the ten (10) consecutive Trading Days immediately
preceding such date, or (ii) if the Common Stock is then quoted on the OTC Bulletin Board, the
average of the reported sales prices reported by Bloomberg on the OTC Bulletin Board during the
same period, or, if there is no sales price for such period, the last sales price reported by
Bloomberg for such period, (iii) if prices for the Common Stock are then reported in the “Pink
Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its
functions of reporting prices), the last sales price of such security in the “Pink Sheets”
published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of
reporting prices) for such security as reported by Bloomberg, or if no sales price is so reported
for such security, the last bid price of such security as reported by Bloomberg; or (iv) in all
other cases, the fair market value of a share of Common Stock as determined in good faith by the
board of directors of the Company.




          (e) “Issuance Date” shall mean the Date of Issuance first written above.




          (f) “Principal Market” shall mean the OTC Bulletin Board.




          (g) “Required Holders” shall mean holders of Warrants representing at least a majority of the
shares of Common Stock underlying the Warrants then outstanding.




          (h) “Trading Day” shall mean any day on which the Common Stock is traded or quoted on the
Principal Market, or, if the Principal Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market on which the Common Stock is
then traded or quoted; provided that “Trading Day” shall not include any day on which the Common
Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Common Stock is suspended from trading during the final hour of trading on such exchange or market
(or if such exchange or market does not designate in advance the closing time of trading on such
exchange or market, then during the hour ending at 4:00:00 p.m., New York City time).




          (i) “VWAP” means, for the Common Stock, as of any date, the price determined by the first of
the following clauses that applies: (a) if the Common Stock is then listed on an exchange, the
daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the principal exchange on which the Common Stock is then listed for trading as reported by
Bloomberg (based on a Trading Day from 9:30:01 a.m., New York City time, to 4:00:00 p.m., New York
City time); (b) if the Common Stock is then quoted on the OTC Bulletin Board, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
Board; (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink
Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the
fair market value of a share of Common Stock as mutually determined by the Company and the Required
Holders.




 









 





     2. EXERCISE OF WARRANT.



          (a) The rights represented by this Warrant may, subject to Section 3 below, be exercised in
whole or in part at any time during the Exercise Period, by delivery of the following to the
Company at its address set forth on the signature page hereto (or at such other address as it may
designate by notice in writing to the Holder):




               (i) An executed Notice of Exercise in the form attached hereto; and



               (ii) Payment of the Exercise Price either in cash or by check (subject to Section 6
below).


Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining
number of Exercise Shares, if any. If requested by the Company, Holder agrees to provide this
Warrant, or an affidavit of lost security, to the Company within a reasonable period after the
delivery of the Notice of Exercise.




          (b) On or before the third business day following the delivery of the Notice of Exercise and
payment of the aggregate Exercise Price, the Company shall, (X) provided that the Company’s
transfer agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to
bear a legend regarding restriction on transferability, upon the request of the Holder, credit such
aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal
Agent Commission system, or (Y), if the Company’s transfer agent is not participating in the FAST
Program or if the certificates are required to bear a legend regarding restriction on
transferability, issue and dispatch by overnight courier to the address as specified in the Notice
of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise.




          (c) The person in whose name any Exercise Shares are to be issued upon exercise of this
Warrant shall be deemed to have become the holder of record of such shares on the date on which the
payment of the Exercise Price was made, irrespective of the date such Exercise Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Exercise
Shares, as the case may be, except that, if the date of such payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have become the holder of
such shares on the next succeeding date on which the stock transfer books are open.




          (d) To the extent permitted by law, the Company’s obligations to issue and deliver Exercise
Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any
action or inaction by the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any person or entity or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by the Holder or any other person or entity of any




 









 







obligation to the Company or any violation or alleged violation of law by the Holder or any
other person or entity, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Exercise Shares.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.




          (e) Upon any partial exercise and surrender of this Warrant, the Company, at its expense, will
forthwith and, in any event within five business days, issue and deliver to the Holder a new
warrant or warrants of like tenor, registered in the name of the Holder, exercisable, in the
aggregate, for the balance of the number of shares of Common Stock remaining available for purchase
under this Warrant.




     3. EXERCISE LIMITATIONS; HOLDER’S RESTRICTIONS.



          (a) The Holder shall not have the right to exercise any portion of this Warrant, pursuant to
Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise, the
Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Exercise,
would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to such issuance, unless the Holder of this Warrant elects to waive
the provisions of this Section 3(a) upon not less than 61 days’ prior notice to the Company. For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the
Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (a) exercise of the
remaining, non-exercised portion of this Warrant beneficially owned by such Holder or any of its
affiliates, and (b) exercise or conversion of the unexercised or non-converted portion of any other
securities of the Company (including, without limitation, any other shares of Common Stock or
Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the
preceding sentence, for purposes of this Section 3(a), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in
accordance therewith. To the extent that the limitation contained in this Section 3(a) applies,
the determination of whether this Warrant is exercisable (in relation to other securities
beneficially owned by the Holder and his or its affiliates) and of which a portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of
Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities beneficially owned by the Holder and his or its affiliates) and of
which portion of this Warrant is exercisable, in each case subject to such aggregate percentage
limitation, and the Company shall have no obligation to verify or confirm the accuracy of such
determination. For purposes of this Section 3(a), in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as
reflected in (x) the Company’s most recent Form 10-Q or Form 10-K,




 









 







as the case may be, (y) a more recent public announcement by the Company or (z) any other
notice by the Company or the Company’s transfer agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two
Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.




          (b) This Warrant may not be exercised to purchase Exercise Shares to the extent that the
purchase of such Exercise Shares (or the right to purchase such Exercise Shares) would cause such
Holder to become an “Acquiring Person,” as that term is used in that certain Rights Agreement dated
as of May 12, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as rights
agent (the “Rights Agreement”).




     4. CALL OF WARRANT. Subject to the provisions of this Section 4, if at any time
during the Exercise Period, the average VWAP for any                      (                    ) consecutive Trading Days exceeds
                                        percent (                    %) of the Exercise Price (as it may be adjusted from time to time as
provided herein), then the Company may call for cancellation, for no consideration to the Holder,
any portion of this Warrant which remains unexercised as of the Call Time (as defined below). To
exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call
Notice”), indicating therein the portion of the unexercised portion of this Warrant to which such
notice applies. Any portion of this Warrant subject to a valid Call Notice which remain
unexercised will be cancelled at 4:00:00 p.m., New York City time, on the tenth Trading Day after
the date of the Call Notice (the “Call Time”). Any unexercised portion of this Warrant to which
the Call Notice does not pertain will be unaffected by such Call Notice. The Company covenants and
agrees that it will honor all exercises with respect to Exercise Shares subject to a Call Notice
that are made in accordance with Section 2 from the time of the Call Notice through the Call Time.
The parties agree that any exercise made following a Call Notice shall first reduce the number of
Exercise Shares subject to such Call Notice prior to reducing the remaining Exercise Shares
available for purchase under this Warrant. Subject again to the provisions of this Section 4, the
Company may deliver subsequent Call Notices for any unexercised portion of this Warrant. Unless
otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all holders of
outstanding Warrants in proportion to the amounts of Common Stock which then may be purchased by
such respective holders in accordance with the respective Warrants held by each.



     5. COVENANTS AS TO EXERCISE SHARES. The Company covenants and agrees that all
Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from
all taxes, liens and charges with respect to the issuance thereof. The Company further covenants
and agrees that the Company will, at all times during the Exercise Period, have authorized and
reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this Warrant. If at any time during the Exercise Period
the number of authorized but unissued shares of Common Stock shall not be sufficient to permit
exercise of this Warrant in full, the Company will take such corporate action



 









 







as may, in the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes.



     6. CASHLESS EXERCISE. If at any time during the Exercise Period there is no effective
registration statement under the Securities Act of 1933, as amended (“Securities Act”), or no
current prospectus for the sale of the Exercise Shares, then, this Warrant may be exercised at such
time by means of a “cashless exercise,” whereupon delivery of the Notice of Exercise, the Company
will issue, or cause its transfer agent to issue, a certificate bearing a legend regarding
restriction on transferability, for the number of Exercise Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:



          (A) = the VWAP on the Trading Day immediately preceding the date of
the Notice of Exercise;




          (B) = the Exercise Price (as adjusted as provided herein); and




          (X) = the number of Exercise Shares issuable upon exercise of this
Warrant by means of a cash exercise;



provided, that any fractional shares shall be paid in accordance with Section 9.




     7. NO IMPAIRMENT. Except and to the extent as waived or consented to by each holder
of Warrants, the Company will not, by amendment of its certificate of incorporation 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 hereunder by the Company, 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 be necessary or appropriate in order to protect the exercise rights of the Holder
against impairment.



     8. ADJUSTMENT OF EXERCISE PRICE AND SHARES.



          (a) In the event of any change in the outstanding Common Stock of the Company by reason of
stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of
shares, separations, reorganizations, liquidations, consolidation, acquisition of the Company
(whether through merger or acquisition of substantially all the assets or stock of the Company), or
the like, then the number, class and type of securities issuable upon exercise of this Warrant and
the Exercise Price shall be correspondingly adjusted to give the Holder, on exercise for the same
aggregate Exercise Price, the total number, class, and type of securities as the Holder would have
been entitled to receive had this Warrant (or the unexercised portion hereof) been exercised prior
to such event and had the Holder continued to hold the Exercise Shares issuable upon such exercise
through such event. This Warrant need not be changed because of any adjustment in the number,
class and type of securities issuable upon exercise of this Warrant.




 









 








          (b) If at any time or from time to time the holders of Common Stock of the Company (or any
shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment therefor,





          (i) Common Stock or any shares of stock or other securities which are at any time
directly or indirectly convertible into or exchangeable for Common Stock, or any rights or
options to subscribe for, purchase or otherwise acquire any of the foregoing by way of
dividend or other distribution (other than a dividend or distribution covered in Section
8(a) above);




          (ii) any cash paid or payable otherwise than as a cash dividend; or




          (iii) Common Stock or additional stock or other securities or property (including cash)
by way of spinoff, split-up, reclassification, combination of shares or similar corporate
rearrangement (other than an event covered in Section 8(a) above),


then and in each such case, the Holder will, upon the exercise of this Warrant, be entitled to
receive, in addition to the number of shares of Common Stock issuable thereupon, and without
payment of any additional consideration therefor, the amount of stock and other securities and
property, as applicable, (including cash in the cases referred to in clauses (ii) and (iii) above)
which such Holder would hold on the date of such exercise had such Holder been the holder of record
of such Common Stock as of the date on which holders of Common Stock received or became entitled to
receive such shares or all other additional stock and other securities and property.




          (c) Upon the occurrence of each adjustment pursuant to this Section 8, the Company at its
expense will, at the written request of the Holder, promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a
statement of the adjusted Exercise Price and adjusted number or type of Exercise Shares or other
securities issuable upon exercise of this Warrant, as applicable, describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is
based. Upon written request, the Company will promptly deliver a copy of each such certificate to
the Holder and to the Company’s transfer agent.




     9. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this
Warrant or as a consequence of any adjustment pursuant hereto. All Exercise Shares (including
fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation,
the exercise would result in the issuance of a fractional share, the Company shall, in lieu of
issuance of any fractional share, pay the Holder otherwise entitled to such fractional share a sum
in cash equal to the product resulting from multiplying the then current Fair Market Value of an
Exercise Share by such fractional share.



     10. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding,
(i) the Company effects any merger or consolidation of the Company with or into another entity, in
which the shareholders of the Company as of immediately prior to the transaction own less than a
majority of the outstanding stock of the surviving entity, (ii) the



 









 







Company effects any sale of all or substantially all of its assets in one or a series of
related transactions, (iii) any tender offer or exchange offer (whether by the Company or another
person or entity) is completed pursuant to which holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than
as a result of a subdivision or combination of shares of Common Stock covered by Section 8 above)
(each, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive,
upon exercise of this Warrant, the same amount and kind of securities, cash or property, as
applicable, as the Holder would have been entitled to receive upon the occurrence of such
Fundamental Transaction if the Holder had been, immediately prior to such Fundamental Transaction,
the holder of the number of Exercise Shares then issuable upon exercise in full of such Warrant.
Following any transaction contemplated by this Section 10, the term Exercise Shares shall be deemed
to refer to the shares for which this Warrant is thereafter exercisable in accordance with the
provisions hereof. In addition, if holders of Common Stock are given a choice as to the
securities, cash, or property to be received in a Fundamental Transaction (including a right to
elect to receive any particular one or combination of more than one of the foregoing), then the
Holder shall be given the same choice of consideration upon any exercise of this Warrant following
such Fundamental Transaction, which choice of consideration can be made at the time of exercise at
any time prior to the expiration of the Exercise Period.



     11. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder
to any voting rights or other rights as a stockholder of the Company.



          (a) TRANSFER OF WARRANT. This Warrant and the Common Stock issuable upon exercise of
this Warrant shall not be transferable except upon compliance with the provisions of the Securities
Act, applicable state securities laws and applicable rules and regulations of the Financial
Industry Regulatory Authority (“FINRA”). Subject to compliance with any such applicable laws, this
Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized
attorney, upon delivery of this Warrant and the form of assignment attached hereto to any
transferee designated by the Holder.




     12. PIGGYBACK REGISTRATION RIGHTS. Subject to Section 3 above, if the Company at any
time proposes for any reason to register any of its Common Stock (either for its own account or for
the account of other security holders) under the Securities Act (other than on Form S-4 or Form S-8
promulgated under the Securities Act (or any successor forms thereto)) and the shares of Common
Stock issuable upon exercise of this Warrant are not already subject to an existing registration
statement, the Company shall give written notice to the Holder of its intention to so register
shares of Common Stock at least ten days (10) days before the initial filing of the registration
statement related thereto and, upon the request, delivered to the Company within three (3) days
after delivery of any such notice by the Company, of the Holder to include in such registration any
shares of Common Stock issuable upon exercise of this Warrant (which request shall specify the
number of shares of Common Stock proposed to be included in such registration), the Company shall
use reasonable efforts to cause all such shares of Common Stock to be included in such registration
on the same terms and conditions as the securities otherwise being sold in such registration;
provided, however, that if the managing underwriter, placement agent or the Company, determines
that the inclusion of all such shares of



 









 







Common Stock requested to be included in such registration would interfere with the successful
marketing (including pricing) of the shares of Common Stock proposed to be registered by the
Company, then the number of shares of Common Stock proposed to be included in such registration
shall be reduced in the sole discretion of the underwriters, placement agent or the Company, as the
case may be. Notwithstanding the foregoing, if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any reason either not
to register or to delay registration of such securities, the Company may, at its election, give
written notice of such determination to the Holder and, thereupon (i) in the case of a
determination not to register, shall be relieved of its obligation to register any shares of Common
Stock issuable upon exercise of this Warrant and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any shares of Common Stock issuable upon
exercise of this Warrant, for the same period as the delay in registering such shares of Common
Stock.



     13. Restrictive Legend. Each certificate for shares of Common Stock initially issued
upon the exercise of any Warrant and each certificate for shares of Common Stock issued to a
subsequent transferee of such certificate shall, unless otherwise permitted by applicable law, bear
on the face thereof a legend reading substantially as follows:




“The securities represented by this certificate were issued in a
private placement, without registration under the Securities Act of
1933, as amended (the “Securities Act”), and may not be sold,
assigned, pledged or otherwise transferred in the absence of an
effective registration under the Securities Act or qualification or
an exemption therefrom.”



     14. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen,
mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed. Any such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
time enforceable by anyone.



     15. NOTICES, ETC. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed telex, electronic transmission or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the Company at the
address listed on the signature page hereto and to the Holder at the applicable address set forth
on the applicable signature page to the Purchase Agreements dated as of November [ ], 2009, by
and between the Company and the initial Holder, or at such other address as the Company or the
Holder may designate by ten (10) days advance written notice to the other parties hereto.



 









 





     16. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of
and agreement to all of the terms and conditions contained herein.



     17. GOVERNING LAW. This Warrant shall be governed by, and construed in accordance
with, the laws of the State of New York. The Holder hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Warrant or the transactions contemplated
thereby. The Holder irrevocably and unconditionally waives any objection to the laying of venue of
any suit or proceeding arising out of or relating to this Warrant in Federal and state courts in
the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such suit or proceeding in any such court
has been brought in an inconvenient forum.



     18. AMENDMENT OR WAIVER. Any term of this Warrant may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) with the written
consent of the Company and the Required Holders. Notwithstanding the foregoing, (a) this Warrant
may be amended and the observance of any term hereunder may be waived without the written consent
of the Holder only in a manner which applies to all Warrants in the same fashion, and (b) the
number of Exercise Shares subject to this Warrant and the Exercise Price of this Warrant may not be
amended, and the right to exercise this Warrant may not be waived, without the written consent of
the Holder. The Company shall give prompt written notice to the Holder of any amendment hereof or
waiver hereunder that was effected without the Holder’s written consent. No waivers of any term,
condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or provision.



[Signature Page Follows]




 









 








     IN WITNESS WHEREOF, the Company caused this Series C Warrant to Purchase Common Stock to be
executed by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 	 	 
	 	 	 	 	PolyMedix, Inc.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
 Nicholas
Landekic
	 

	 	 	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 	 	 
	[Corporate Seal]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	170 N. Radnor-Chester Road, Suite 300

Radnor, PA 19087

Fax: 484-598-2401

Email: nlandekic@polymedix.com






 









 





NOTICE OF EXERCISE




TO: POLYMEDIX, INC.




     (1) The undersigned hereby elects to purchase                                        
                      shares of the common stock,
par value $0.001 (the “Common Stock”), of PolyMedix, Inc. (the “Company”) pursuant to the terms of
the attached Warrant, and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any, subject to the limitations set forth in the Warrant.



     (2) Please issue the certificate for shares of Common Stock in the name of, and pay any cash
for any fractional share to:




	 	 	 	 	 
	 
	 	 

Print or type name
	 	 
	 	 	 	 	 
	 
	 	 

Social Security or other Identifying Number
	 	 
	 	 	 	 	 
	 
	 	 

Street Address
	 	 
	 	 	 	 	 
	 
	 	 

City, State, Zip Code
	 	 






     (3) If such number of shares shall not be all the shares purchasable upon the exercise of the
Warrants evidenced by this Warrant, a new warrant certificate for the balance of such Warrants
remaining unexercised shall be registered in the name of and delivered to:



     Please insert Social Security or other identifying number:                                      
                       



(Please print name and address)




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

(Date)
	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

(Print Name)
	 	 






 









 






ASSIGNMENT FORM




     (To assign the foregoing Warrant, execute this form and supply required information. Do not
use this form to purchase shares.)



     FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned
to



	 	 	 	 	 
	Name:

	 	 	 	 
 (Please
Print)
	 
	 	 	 	 
	Address:

	 	 	 	 
 (Please
Print)
	 
	 	 	 	 
	Dated:

	 	 	 	                                        , 20                    
	 
	 	 	 	 
	Holder’s Signature:
	 	 	 	 
	 

	 	 	 	 
 
	 
	 	 	 	 
	Holder’s Address:
	 	 	 	 
	 

	 	 	 	 
 




NOTE: The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Warrant.