Exhibit
4.4


 


THIS WARRANT AND THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION UNDER SAID ACT IS NOT REQUIRED.


 


Warrants and shares of Common Stock issued
upon the exercise of the Warrants issued to residents of British Columbia and
Ontario must also bear the following legend:


 


UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES
BEFORE NOVEMBER 15, 2003.


 


Warrant No. WB-    


SERIES B COMMON STOCK PURCHASE WARRANT


 


To Purchase
             
Shares of Common Stock of


GENETRONICS BIOMEDICAL CORPORATION


 


THIS IS TO
CERTIFY THAT
                  ,
or registered assigns (the “Holder”), is entitled, during the Exercise Period
(as hereinafter defined), to purchase from Genetronics Biomedical Corporation,
a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter
defined and subject to adjustment as provided herein), in whole or in part, at
a purchase price of $0.75 per share, all on and subject to the terms and
conditions hereinafter set forth.


 


1.                                       Definitions.  As used in this Warrant, the following terms
have the respective meanings set forth below:


 


“Affiliate”
means any person or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
person or entity, as such terms are used in and construed under Rule 144 under
the Securities Act. With respect to a Holder of Warrants, any investment fund
or managed account that is managed on a discretionary basis by the same
investment manager as such Holder will be deemed to be an Affiliate of such
Holder.


 


“Appraised
Value” means, in respect of any share of Common Stock on any date herein
specified, the fair saleable value of such share of Common Stock (determined
without giving effect to the discount for (i) a minority interest or (ii) any
lack of liquidity of the Common Stock or to the fact that the Company may have
no class of equity registered under the Exchange Act) as of the last day of the
most recent fiscal month ending prior to such date specified, based on the
value of the Company on a fully-diluted basis, as determined by a nationally
recognized investment banking firm selected by the Company’s Board of Directors
and having no prior relationship with the Company.


 

















 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the State of California
generally are authorized or required by law or other government actions to
close.


 


“Certificate
of Designation” means the Certificate of Designation of the Series B
Cumulative Convertible Preferred Stock of the Company.


 


“Change of
Control” means the (i) acquisition by an individual or legal entity or
group (as set forth in Section 13(d) of the Exchange Act) of more than one-half
of the voting rights or equity interests in the Company; or (ii) sale,
conveyance, or other disposition of all or substantially all of the assets,
property or business of the Company or the merger into or consolidation with
any other corporation (other than a wholly owned subsidiary corporation) or
effectuation of any transaction or series of related transactions where holders
of the Company’s voting securities prior to such transaction or series of
transactions fail to continue to hold at least 50% of the voting power of the
Company.


 


“Closing
Date” means July 14, 2003.


 


“Commission”
means the Securities and Exchange Commission or any other federal agency then
administering the Securities Act and other federal securities laws.


 


“Common
Stock” means (except where the context otherwise indicates) the Common
Stock, $0.001 par value per share, of the Company as constituted on the Closing
Date, and any capital stock into which such Common Stock may thereafter be
changed or converted, and shall also include (i) capital stock of the Company
of any other class (regardless of how denominated) issued to the holders of
shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets on liquidation over any other class of
stock of the Company and which is not subject to redemption and (ii) shares of
common stock of any successor or acquiring corporation received by or
distributed to the holders of Common Stock of the Company in the circumstances
contemplated by Section 4.4.


 


“Current
Market Price” means, in respect of any share of Common Stock on any date
herein specified,


 


(1)                                  if
there shall not then be a public market for the Common Stock, the higher of


 


(a) the book
value per share of Common Stock at such date, and


 


(b) the
Appraised Value per share of Common Stock at such date,


or


 


(2)                                  if
there shall then be a public market for the Common Stock, the higher of (x) the
book value per share of Common Stock at such date, and (y) the average of the
daily market prices for the 20 consecutive trading days immediately before such
date. The daily market price for each such trading day shall be (i) the closing
price on such day on the principal stock exchange (including Nasdaq) on which
such Common Stock is then listed or admitted to trading, or quoted, as
applicable, (ii) if no sale takes place on such day on any such exchange, the
last 


 


2

















 


reported closing price on such
day as officially quoted on any such exchange (including Nasdaq), (iii) if the
Common Stock is not then listed or admitted to trading on any stock exchange,
the last reported closing bid price on such day in the over-the-counter market,
as furnished by the National Association of Securities Dealers Automatic
Quotation System or the National Quotation Bureau, Inc., (iv) if neither such
corporation at the time is engaged in the business of reporting such prices, as
furnished by any similar firm then engaged in such business, or (v) if there is
no such firm, as furnished by any member of the National Association of
Securities Dealers, Inc. (the “NASD”) selected mutually by the holder of this
Warrant and the Company or, if they cannot agree upon such selection, as
selected by two such members of the NASD, one of which shall be selected by
holder of this Warrant and one of which shall be selected by the Company.


 


“Current
Warrant Price” means, in respect of a share of Common Stock at any date
herein specified, the price at which a share of Common Stock may be purchased
pursuant to this Warrant on such date. Until the Current Warrant Price is
adjusted pursuant to the terms herein, the initial Current Warrant Price shall
be $0.75 per share of Common Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect from time to time.


 


“Exercise
Period” means the period during which this Warrant is exercisable pursuant
to Section 2.1.


 


“Expiration
Date” means July 13, 2008.


 


“GAAP”
means generally accepted accounting principles in the United States of America
as from time to time in effect.


 


“NASD”
means the National Association of Securities Dealers, Inc., or any successor
corporation thereto.


 


“Other
Property” has the meaning set forth in Section 4.4.


 


“Person”
means any individual, sole proprietorship, partnership, joint venture, trust,
incorporated organization, association, corporation, limited liability company,
institution, public benefit corporation, entity or government (whether federal,
state, county, city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).


 


“Preferred
Stock Purchase Agreement” means that certain Preferred Stock and Warrant
Purchase Agreement dated as of July 14, 2003  among the Company and the
other parties named therein, pursuant to which this Warrant was originally
issued.


 


“Restricted
Common Stock” means shares of Common Stock which are, or which upon their
issuance upon the exercise of any Warrant would be required to be, evidenced by
a certificate bearing the restrictive legend set forth in Section 3.2.


 


3

















 


“Securities
Act” means the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


 


“Series B
Convertible Preferred Stock” shall mean the Company’s Series B Cumulative
Convertible Preferred Stock, par value $0.001 per share.


 


“Trading
Day” means any day on which the primary market on which shares of Common
Stock are listed is open for trading.


 


“Transfer”
means any disposition of any Warrant or Warrant Stock or of any interest in
either thereof, which would constitute a sale thereof within the meaning of the
Securities Act.


 


“Warrants”
means this Warrant and all warrants issued upon transfer, division or
combination of, or in substitution for, any thereof. All Warrants shall at all
times be identical as to terms and conditions and date, except as to the number
of shares of Common Stock for which they may be exercised.


 


“Warrant
Price” means an amount equal to (i) the number of shares of Common Stock
being purchased upon exercise of this Warrant pursuant to Section 2.1,
multiplied by (ii) the Current Warrant Price.


 


“Warrant
Stock” means the
              
shares of Common Stock to be purchased upon the exercise hereof, subject to
adjustment as provided herein.


 


2.                                       Exercise
of Warrant.


 


2.1.                              Manner
of Exercise. From and after November 1, 2003, and until 5:00 P.M., New York
time, on the Expiration Date (the “Exercise Period”), the Holder may exercise
this Warrant, on any Business Day, for all or any part of the number of shares
of Warrant Stock purchasable hereunder.


 


In order to
exercise this Warrant, in whole or in part, the Holder shall deliver to the
Company at its principal office or at the office or agency designated by the
Company pursuant to Section 12, (i) a written notice of Holder’s election to
exercise this Warrant, which notice shall specify the number of shares of
Warrant Stock to be purchased, (ii) payment of the Warrant Price as provided
herein, and (iii) this Warrant. Such notice shall be substantially in the form
of the subscription form appearing at the end of this Warrant as Exhibit A,
duly executed by the Holder or its agent or attorney. Upon receipt thereof, the
Company shall, as promptly as practicable, and in any event within three
Business Days thereafter, execute or cause to be executed and deliver or cause
to be delivered to the Holder a certificate or certificates representing the
aggregate number of full shares of Warrant Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter provided.
The stock certificate or certificates so delivered shall be, to the extent
possible, in such denomination or denominations as the Holder shall request in
the notice and shall be registered in the name of the Holder or such other name
as shall be designated in the notice. This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and the Holder or any other Person so designated to be named therein
shall be deemed to have become a Holder of record of such 


 


4

















 


shares for all purposes, as of
the date when the notice, together with the payment of the Warrant Price and
this Warrant, is received by the Company as described above. If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery
of the certificate or certificates representing Warrant Stock, deliver to the
Holder a new Warrant evidencing the rights of the Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant, or at the
request of the Holder, appropriate notation may be made on this Warrant and the
same returned to the Holder.


 


If the Company
intentionally and willfully fails to deliver to the holder such certificate or
certificates pursuant to this Section 2.1 (free of any restrictions on transfer
or legends, if such shares have been registered) in accordance herewith, prior
to the seventh trading day after the receipt by the Company of (i) a written
notice of Holder’s election to exercise this Warrant, which notice shall
specify the number of shares of Warrant Stock to be purchased, (ii) payment of
the Warrant Price as provided herein, and (iii) this Warrant (the “Date of
Receipt”), the Company shall pay to such Holder, in cash, on a per diem basis,
an amount equal to 2% of the value of the undelivered Warrant Stock (based on
the Current Market Price of the Common Stock on the Date of Receipt) per month
until such delivery takes place.


 


Payment of the
Warrant Price may be made at the option of the Holder by: (i) certified or
official bank check payable to the order of the Company, (ii) wire transfer to
the account of the Company or (iii) the surrender and cancellation of a portion
of shares of Common Stock then held by the Holder or issuable upon such
exercise of this Warrant, which shall be valued and credited toward the total
Warrant Price due the Company for the exercise of the Warrant based upon the
Current Market Price of the Common Stock. All shares of Common Stock issuable
upon the exercise of this Warrant pursuant to the terms hereof shall be validly
issued and, upon payment of the Warrant Price, shall be fully paid and
nonassessable and not subject to any preemptive rights.


 


2.2.                              Fractional
Shares. The Company shall not be required to issue a fractional share of
Common Stock upon exercise of any Warrant. As to any fraction of a share which
the Holder of one or more Warrants, the rights under which are exercised in the
same transaction, would otherwise be entitled to purchase upon such exercise,
the Company shall pay an amount in cash equal to the Current Market Price per
share of Common Stock on the date of exercise multiplied by such fraction.


 


2.3.                              Continued
Validity. A Holder of shares of Common Stock issued upon the exercise of
this Warrant, in whole or in part (other than a Holder who acquires such shares
after the same have been publicly sold pursuant to a Registration Statement
under the Securities Act or sold pursuant to Rule 144 thereunder), shall
continue to be entitled with respect to such shares to all rights to which it
would have been entitled as the Holder under Sections 10 and 13 of this
Warrant.


 


2.4.                              Restrictions
on Exercise Amount.


 


(i)                                     Unless
a Holder delivers to the Company irrevocable written notice prior to the date
of issuance hereof or sixty-one days prior to the effective date of such notice
that this


 


5

















 


Section 2.4(i) shall not apply
to such Holder, the Holder may not acquire a number of shares of Warrant Stock
to the extent that, upon such exercise, the number of shares of Common Stock
then beneficially owned by such holder and its Affiliates and any other persons
or entities whose beneficial ownership of Common Stock would be aggregated with
the Holder’s for purposes of Section 13(d) of the Exchange Act (including
shares held by any “group” of which the holder is a member, but excluding
shares beneficially owned by virtue of the ownership of securities or rights to
acquire securities that have limitations on the right to convert, exercise or
purchase similar to the limitation set forth herein) exceeds 4.95% of the total
number of shares of Common Stock of the Company then issued and outstanding;
provided that such threshold shall be 9.95% if on the date of issuance of this
Warrant the number of shares of Common Stock beneficially owned by such holder
and its Affiliates and any other persons or entities whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section
13(d) of the Exchange Act (including shares held by any “group” of which the
holder is a member, but excluding shares beneficially owned by virtue of the
ownership of securities or rights to acquire securities that have limitations
on the right to convert, exercise or purchase similar to the limitation set
forth herein) already exceeds 4.95% of the total number of shares of Common
Stock of the Company issued and outstanding on the date hereof. For purposes
hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act
and applicable regulations of the Securities and Exchange Commission, and the
percentage held by the holder shall be determined in a manner consistent with
the provisions of Section 13(d) of the Exchange Act. Each delivery of a notice
of exercise by a Holder will constitute a representation by such Holder that it
has evaluated the limitation set forth in this paragraph and determined, based
on the most recent public filings by the Company with the Commission, that the
issuance of the full number of shares of Warrant Stock requested in such notice
of exercise is permitted under this paragraph.


 


(ii)                                  In
the event the Company is prohibited from issuing shares of Warrant Stock as a
result of any restrictions or prohibitions under applicable law or the rules or
regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization, the Company shall as soon as possible seek the
approval of its stockholders and take such other action to authorize the
issuance of the full number of shares of Common Stock issuable upon exercise of
this Warrant.


 


3.                                       Transfer,
Division and Combination.


 


3.1.                              Transfer.
The Warrants and the Warrant Stock shall be freely transferable, subject to
compliance with all applicable laws, including, but not limited to the
Securities Act.  If, at the time of the
surrender of this Warrant in connection with any transfer of this Warrant or
the resale of the Warrant Stock, this Warrant or the Warrant Stock, as
applicable, shall not be registered under the Securities Act, the Company may
require, as a condition of allowing such transfer (i) that the Holder or
transferee of this Warrant or the Warrant Stock as the case may be, furnish to
the Company a written opinion of counsel that is reasonably acceptable to the
Company to the effect that such transfer may be made without registration under
the Securities Act, (ii) that the Holder or transferee execute and deliver to
the Company an investment letter in form and substance acceptable to the
Company and substantially in the form attached as Exhibit C hereto and
(iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act. Transfer of this Warrant and all rights
hereunder, in whole or in part, in


 


6

















 


accordance with the foregoing
provisions, shall be registered on the books of the Company to be maintained
for such purpose, upon surrender of this Warrant at the principal office of the
Company referred to in Section 2.1 or the office or agency designated by the
Company pursuant to Section 12, together with a written assignment of this
Warrant substantially in the form of Exhibit B hereto duly executed by
the Holder or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. Following a transfer that complies with
the requirements of this Section 3.1, the Warrant may be exercised by a new
Holder for the purchase of shares of Common Stock regardless of whether the
Company issued or registered a new Warrant on the books of the Company.


 


3.2.                              Restrictive
Legends. Each certificate for Warrant Stock initially issued upon the
exercise of this Warrant, and each certificate for Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with legends in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR
TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.”


 


“THE SALE,
TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT
DATED AS OF JULY 14, 2003, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND
CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY.”


 


Warrants and shares of Common Stock issued
upon the exercise of the Warrants issued to residents of British Columbia and
Ontario must also bear the following legend:


 


UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE NOVEMBER 15, 2003.


 


3.3.                              Division
and Combination; Expenses; Books. This Warrant may be divided or combined
with other Warrants upon presentation hereof at the aforesaid office or agency
of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 3.1 as to any
transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. The
Company shall prepare,


 


7

















 


issue and deliver at its own
expense the new Warrant or Warrants under this Section 3. The Company agrees to
maintain, at its aforesaid office or agency, books for the registration and the
registration of transfer of the Warrants.


 


4.                                       Adjustments.
The number of shares of Common Stock for which this Warrant is exercisable, and
the price at which such shares may be purchased upon exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this Section
4. The Company shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Sections 5.1 and
5.2.


 


4.1.                              Stock
Dividends, Subdivisions and Combinations. If at any time while this Warrant
is outstanding the Company shall:


(i)                                     declare
a dividend or make a distribution on its outstanding shares of Common Stock in
shares of Common Stock,


 


(ii)                                  subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or


 


(iii)                               combine
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock, then:


 


(1)                                  the
number of shares of Common Stock acquirable upon exercise of this Warrant
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number
of shares of Common Stock that would have been acquirable under this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination would own or be entitled to
receive after such record date or the effective date of such subdivision or
combination, as applicable, and


 


(2)                                  the
Warrant Price shall be adjusted to equal:


 


(A)                              the
Current Warrant Price in effect at the time of the record date for such
dividend or distribution or of the effective date of such subdivision or
combination, multiplied by the number of shares of Common Stock into which this
Warrant is exercisable immediately prior to the adjustment, divided by


 


(B)                                the
number of shares of Common Stock into which this Warrant is exercisable
immediately after such adjustment.


 


Any adjustment
made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant
to clauses (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.


 


4.2.                              Certain
Other Distributions. If at any time while this Warrant is outstanding the
Company shall cause the holders of its Common Stock to be entitled to receive
any dividend or other distribution of:


 


8

















 


(i)                                     cash,


 


(ii)                                  any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property or assets of any nature whatsoever (other than cash or
additional shares of Common Stock as provided in Section 4.1 hereof), or


 


(iii)                               any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property or assets of any nature whatsoever, then:


 


(1)                                  the
number of shares of Common Stock acquirable upon exercise of this Warrant shall
be adjusted to equal the product of the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately prior to the record date
for such dividend or distribution, multiplied by a fraction (x) the numerator
of which shall be the Current Warrant Price per share of Common Stock at the
date of taking such record and (y) the denominator of which shall be such
Current Warrant Price minus the amount allocable to one share of Common Stock
of any such cash so distributable and of the fair value (as determined in good
faith by the Board of Directors of the Company) of any and all such evidences
of indebtedness, shares of stock, other securities or property or warrants or
other subscription or purchase rights so distributable; and


 


(2)                                  the
Current Warrant Price in effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such distribution shall be
adjusted to equal (x) the Current Warrant Price multiplied by the number of
shares of Common Stock acquirable upon exercise of this Warrant immediately
prior to the adjustment, divided by (y) the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately after such adjustment. A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Company to the holders of its Common Stock of such shares
of such other class of stock within the meaning of this Section 4.2 and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such
change shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4.1.


 


4.3.                              Other
Provisions Applicable to Adjustments. The following provisions shall be
applicable to the making of adjustments of the number of shares of Common Stock
into which this Warrant is exercisable and the Current Warrant Price provided
for in Section 4:


 


(a)                                  When
Adjustments to Be Made. The adjustments required by Section 4 shall be made
whenever and as often as any specified event requiring an adjustment shall
occur, except that any that would otherwise be required may be postponed
(except in the case of a subdivision or combination of shares of the Common
Stock, as provided for in Section 4.1) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than 1% of the shares of Common Stock
into which this Warrant is exercisable immediately prior to the making of such
adjustment. Any


 


9

















 


adjustment representing a
change of less than such minimum amount (except as aforesaid) which is
postponed shall be carried forward and made as soon as such adjustment,
together with other adjustments required by this Section 4 and not previously
made, would result in a minimum adjustment or on the date of exercise. For the
purpose of any adjustment, any specified event shall be deemed to have occurred
at the close of business on the date of its occurrence.


 


(b)                                 Fractional
Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest 1/100th of
a share.


 


(c)                                  When
Adjustment Not Required. If the Company undertakes a transaction
contemplated under this Section 4 and as a result takes a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend or
distribution or subscription or purchase rights or other benefits contemplated
under this Section 4 and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights or other benefits contemplated
under this Section 4, then thereafter no adjustment shall be required by reason
of the taking of such record and any such adjustment previously made in respect
thereof shall be rescinded and annulled.


 


(d)                                 Escrow
of Stock. If after any property becomes distributable pursuant to Section 4
by reason of the taking of any record of the holders of Common Stock, but prior
to the occurrence of the event for which such record is taken, a holder of this
Warrant exercises the Warrant during such time, then such holder shall continue
to be entitled to receive any shares of Common Stock issuable upon exercise
hereunder by reason of such adjustment and such shares or other property shall
be held in escrow for the holder of this Warrant by the Company to be issued to
holder of this Warrant upon and to the extent that the event actually takes
place. Notwithstanding any other provision to the contrary herein, if the event
for which such record was taken fails to occur or is rescinded, then such
escrowed shares shall be canceled by the Company and escrowed property returned
to the Company.


 


4.4.                              Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. If there
shall occur a Change of Control, then the Holder of this Warrant shall be
entitled, at such Holder’s option, either:


 


(a)                                  upon
request of Holder delivered to the Company within 10 days of receipt of notice
of such Change of Control pursuant to Section 5.2, to have the Company (or any
such successor or surviving entity) purchase this Warrant from the Holder for
an aggregate purchase price, payable in cash on the effective date of
consummation of such Change of Control, equal to the product of (i) the
difference between the Current Market Price and the Current Warrant Price,
multiplied by (ii) the number of shares of Common Stock issuable upon exercise
of this Warrant immediately prior to the consummation of such Change of
Control; or


 


(b)                                 if
pursuant to the terms of such Change of Control, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation (“Other Property”), are to be received
by or distributed to the holders of Common Stock of the Company, and the Holder
shall not have elected to have this Warrant purchased by the Company pursuant


 


10

















 


to Section 4.4(a) above, then
the Holder of this Warrant shall have the right thereafter to receive, upon the
exercise of the Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and the Other Property receivable upon or as a result of such Change of Control
by a holder of the number of shares of Common Stock into which this Warrant is
exercisable immediately prior to such event.


 


(c)                                  In
case of any such Change of Control described above, to the extent this Warrant
has not been fully purchased by the Company pursuant to Section 4.4(a) above, the
successor or acquiring corporation (if other than the Company) shall expressly
assume the due and punctual observance and performance of each and every
covenant and condition of contained in this Warrant to be performed and
observed by the Company and all the obligations and liabilities hereunder,
subject to such modifications as may be deemed appropriate (as determined by
resolution of the Board of Directors of the Company) in order to provide for
adjustments of shares of the Common Stock into which this Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in Section 4. For purposes of Section 4, common stock
of the successor or acquiring corporation shall include stock of such
corporation of any class which is not preferred as to dividends or assets on
liquidation over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 4 shall similarly apply to successive Change of Control transactions.


 


4.5.                              Other
Action Affecting Common Stock. In case at any time or from time to time the
Company shall take any action in respect of its Common Stock, other than the
payment of dividends permitted by Section 4 or any other action described in
Section 4, then, unless such action will not have a materially adverse effect
upon the rights of the holder of this Warrant, the number of shares of Common
Stock or other stock into which this Warrant is exercisable and/or the purchase
price thereof shall be adjusted in such manner as may be equitable in the
circumstances; provided, that the mere authorization or issuance of additional
shares of capital stock of the Company (other than pursuant to a stock
dividend) shall not be considered any action in respect of its Common Stock.


 


4.6.                              Certain
Limitations. Notwithstanding anything herein to the contrary, the Company
agrees not to enter into any transaction which, by reason of any adjustment hereunder,
would cause the Current Warrant Price to be less than the par value per share
of Common Stock.


 


4.7.                              Stock
Transfer Taxes. The issue of stock certificates upon exercise of this
Warrant shall be made without charge to the holder for any tax in respect of
such issue. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the holder of this Warrant, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.


 


11

















 


5.                                       Notices
to Warrant Holders.


 


5.1.                              Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Current Warrant Price, the Company, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to the Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Holder of this Warrant, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Current Warrant Price at the time in effect and
(iii) the number of shares of Common Stock and the amount, if any, or other
property which at the time would be received upon the exercise of Warrants
owned by such Holder.


 


5.2.                              Notice
of Corporate Action. If at any time:


 


(a)                                  the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend (other than a cash dividend payable out
of earnings or earned surplus legally available for the payment of dividends
under the laws of the jurisdiction of incorporation of the Company) or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or


 


(b)                                 there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all
or substantially all the property, assets or business of the Company to,
another corporation, or


 


(c)                                  there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;


 


then, in any
one or more of such cases, the Company shall give to the Holder (i) at least 20
days’ prior written notice of the date on which a record date shall be selected
for such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 20 days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(i) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in


 


12

















 


accordance with Section 16.2.


 


5.3.                              No
Rights as Stockholder. This Warrant does not entitle the Holder to any
voting or other rights as a stockholder of the Company prior to exercise and
payment for the Warrant Price in accordance with the terms hereof.


 


6.                                       No
Impairment. The Company shall not by any action, including, without
limitation, amending its articles 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 of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action 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, and (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant. Upon the
request of the Holder, the Company will at any time during the period this
Warrant is outstanding acknowledge in writing, in form satisfactory to the
Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.


 


7.                                       Reservation
and Authorization of Common Stock; Registration With Approval of Any
Governmental Authority. From and after the Closing Date, the Company shall
at all times reserve and keep available for issue upon the exercise of Warrants
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants (without
regard to any ownership limitations provided in Section 2.4(i)). All shares of
Common Stock which shall be so issuable, when issued upon exercise of any
Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable, and not
subject to preemptive rights. Before taking any action which would cause an
adjustment reducing the Current Warrant Price below the then par value, if any,
of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order that
the Company may validly and legally issue fully paid and non-assessable shares
of such Common Stock at such adjusted Current Warrant Price. Before taking any
action which would result in an adjustment in the number of shares of Common
Stock for which this Warrant is exercisable or in the Current Warrant Price,
the Company shall obtain all such authorizations or exemptions thereof, or
consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof. If any shares of Common Stock required to be
reserved for issuance upon exercise of Warrants require registration or
qualification with any governmental authority under any federal or state law
before such shares may be so issued (other than as a result of a prior or
contemplated distribution by the Holder of this Warrant), the Company will in
good faith and as expeditiously as possible and at its expense endeavor to
cause such shares to be duly registered.


 


13

















 


8.                                       Taking
of Record; Stock and Warrant Transfer Books. In the case of all dividends
or other distributions by the Company to the holders of its Common Stock with
respect to which any provision of Section 4 refers to the taking of a record of
such holders, the Company will in each such case take such a record and will
take such record as of the close of business on a Business Day. The Company
will not at any time, except upon dissolution, liquidation or winding up of the
Company, close its stock transfer books or Warrant transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.


 


9.                                       Registration
Rights. The resale of the Warrant Stock shall be registered in accordance
with the terms and conditions contained in that certain Investor Rights
Agreement dated of even date hereof, among the Holder, the Company and the
other parties named therein (the “Investor Rights Agreement”). The Holder
acknowledges that pursuant to the Investor Rights Agreement, the Company has
the right to request that the Holder furnish information regarding such Holder
and the distribution of the Warrant Stock as is required by law or the
Commission to be disclosed in the Registration Statement (as such term is
defined in the Investor Rights Agreement), and the Company may exclude from
such registration the shares of Warrant Stock acquirable hereunder if Holder
fails to furnish such information within a reasonable time prior to the filing
of each Registration Statement, supplemented prospectus included therein and/or
amended Registration Statement.


 


10.                                 Supplying
Information. Upon any default by the Company of its obligations hereunder
or under the Investor Rights Agreement, the Company shall cooperate with the
Holder in supplying such information as may be reasonably necessary for such
Holder to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of an exemption
from the Securities Act for the sale of any Warrant or Restricted Common Stock.


 


11.                                 Loss
or Mutilation. Upon receipt by the Company from the Holder of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity or security reasonably
satisfactory to it and reimbursement to the Company of all reasonable expenses
incidental thereto and in case of mutilation upon surrender and cancellation
hereof, the Company will execute and deliver in lieu hereof a new Warrant of
like tenor to the Holder; provided, however, that in the case of mutilation, no
indemnity shall be required if this Warrant in identifiable form is surrendered
to the Company for cancellation.


 


12.                                 Office
of the Company. As long as any of the Warrants remain outstanding, the
Company shall maintain an office or agency (which may be the principal
executive offices of the Company) where the Warrants may be presented for
exercise, registration of transfer, division or combination as provided in this
Warrant.


 


13.                                 Financial
and Business Information.


 


13.1.                        Quarterly
Information. The Company will deliver to the Holder, as soon as available
and in any event within 45 days after the end of each of the first three
quarters of each fiscal year of the Company, one copy of an unaudited
consolidated balance sheet of the Company and its subsidiaries as at the end of
such quarter, and the related unaudited consolidated statements of income,
retained earnings and cash flow of the Company and its


 


14

















 


subsidiaries for such quarter
and, in the case of the second and third quarters, for the portion of the
fiscal year ending with such quarter, setting forth in each case in comparative
form the figures for the corresponding periods in the previous fiscal year.
Such financial statements shall be prepared by the Company in accordance with
GAAP and accompanied by the certification of the Company’s chief executive
officer or chief financial officer that such financial statements present
fairly the consolidated financial position, results of operations and cash flow
of the Company and its subsidiaries as at the end of such quarter and for such
year-to-date period, as the case may be; provided, however, that the Company
shall have no obligation to deliver such quarterly information under this
Section 13.1 to the extent it is publicly available; and provided further, that
if such information contains material non-public information, the Company shall
so notify the Holder prior to delivery thereof and the Holder shall have the
right to refuse delivery of such information.


 


13.2.                        Annual
Information. The Company will deliver to the Holder as soon as available
and in any event within 90 days after the end of each fiscal year of the
Company, one copy of an audited consolidated balance sheet of the Company and
its subsidiaries as at the end of such year, and audited consolidated
statements of income, retained earnings and cash flow of the Company and its
subsidiaries for such year; setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year; all prepared
in accordance with GAAP, and which audited financial statements shall be
accompanied by an opinion thereon of the independent certified public
accountants regularly retained by the Company, or any other firm of independent
certified public accountants of recognized national standing selected by the
Company; provided, however, that the Company shall have no obligation to
deliver such annual information under this Section 13.2 to the extent it is
publicly available; and provided further, that if such information contains
material non-public information, the Company shall so notify the Holder prior
to delivery thereof and the Holder shall have the right to refuse delivery of
such information.


 


13.3.                        Filings.
The Company will file on or before the required date all regular or periodic
reports (pursuant to the Exchange Act) with the Commission and will deliver to
Holder promptly upon their becoming available one copy of each report, notice
or proxy statement sent by the Company to its stockholders generally.


 


14.                                 Limitation
of Liability. No provision hereof, in the absence of affirmative action by
the Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of the Holder hereof, shall give rise to any liability of
the Holder for the purchase price of any Common Stock, whether such liability
is asserted by the Company or by creditors of the Company.


 


15.                                 Technology-Triggered
Redemption.  If a Holder delivers a
Demand for Technology-Triggered Redemption (as defined in the Certificate of
Designation) pursuant to Section 14 of the Certificate of Designation with
respect to any portion of that Holder’s Series B Convertible Preferred Stock,
then this Warrant shall be deemed automatically amended, without additional
consideration or action, to reduce the number of shares which may be issued
hereunder by a percentage equal to the percentage of the Holder’s Series B
Convertible Preferred Stock originally issued pursuant to the Preferred Stock
Purchase Agreement so redeemed.  This
Warrant may thereupon be amended or replaced by a new Warrant of like tenor
reflecting such


 


15

















 


amendment.


 


16.                                 Miscellaneous.


 


16.1.                        Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of the Holder shall operate as a waiver of such
right or otherwise prejudice Holder’s rights, powers or remedies. If the
Company fails to make, when due, any payments provided for hereunder, or fails
to comply with any other provision of this Warrant, the Company shall pay to
the Holder such amounts as shall be sufficient to cover any third party costs
and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder.


 


16.2.                        Notice
Generally. All notices, requests, demands or other communications provided
for herein shall be in writing and shall be given in the manner and to the
addresses set forth in the Preferred Stock Purchase Agreement.


 


16.3.                        Successors
and Assigns. Subject to compliance with the provisions of Section 3.1, this
Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors of the Company and the successors and assigns of
the 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.


 


16.4.                        Amendment.
This Warrant may be modified or amended or the provisions of this Warrant
waived with the written consent of both the Company and the Holder.


 


16.5.                        Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be modified to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Warrant.


 


16.6.                        Headings.
The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.


 


16.7.                        Governing
Law. This Warrant and the transactions contemplated hereby shall be deemed
to be consummated in the State of New York and shall be governed by and
interpreted in accordance with the local laws of the State of New York without
regard to the provisions thereof relating to conflicts of laws. The Company
hereby irrevocably consents to the exclusive jurisdiction of the State and
Federal courts located in New York City, New York in connection with any action
or proceeding arising out of or relating to this Warrant. In any such
litigation the Company agrees that the service thereof may be made by certified
or registered mail directed to the Company pursuant to Section 16.2.


 


[Signature Page Follows]


 


16

















 


IN WITNESS
WHEREOF, Genetronics Biomedical Corporation has caused this Warrant to be
executed by its duly authorized officer and attested by its Secretary.


 


	
  Dated: July
  14, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENETRONICS
  BIOMEDICAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James L.
  Heppell

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Douglas
  Murdock

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  
								



 


17

















 


EXHIBIT A


 


SUBSCRIPTION FORM


 


[To be executed only upon exercise of Warrant]


 


1.                                       The
undersigned hereby elects to purchase
              
shares of the Common Stock of Genetronics Biomedical Corporation pursuant to
the terms of the attached Warrant, and tenders herewith payment of the purchase
price of such shares in full.


 


2.                                       The
undersigned hereby elects to convert the attached Warrant into Common Stock of
Genetronics Biomedical Corporation through “cashless exercise” in the manner
specified in the Warrant.  This
conversion is exercised with respect to
                         
of the Shares covered by the Warrant.


 


3.                                       Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  



 


[and, if such
shares of Common Stock shall not include all of the shares of Common Stock
issuable as provided in this Warrant, that a new Warrant of like tenor and date
for the balance of the shares of Common Stock issuable hereunder be delivered
to the undersigned.]


 


	
   

  	
   

  
	
  (Name of
  Registered Owner)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature
  of Registered Owner)

  	
   

  
	
   

  	
   

  
	
  (Street
  Address)

  	
   

  
	
   

  	
   

  
	
  (State) (Zip
  Code)

  	
   

  



 


NOTICE: The
signature on this subscription must correspond with the name as written upon
the face of the Warrant in every particular, without alteration or enlargement
or any change whatsoever.


 


18

















 


EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED
the undersigned registered owner of this Warrant for the purchase of shares of
common stock of Genetronics Biomedical Corporation hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under this Warrant, with respect to the number of shares of common stock set
forth below:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name and
  Address of Assignee)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Number of
  Shares of Common Stock)

  	
   

  



 


and does
hereby irrevocably constitute and appoint
             
attorney-in-fact to register such transfer on the books of the Company,
maintained for the purpose, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print Name
  and Title)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Witness)

  	
   

  



 


NOTICE: The
signature on this assignment must correspond with the name as written upon the
face of the Warrant in every particular, without alteration or enlargement or
any change whatsoever.


 


19

















 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


In connection
with the acquisition of [warrants (the “Warrants”) to purchase
           shares of common
stock of Genetronics Biomedical Corporation (the “Company”), par value $0.001
per share (the “Common Stock”)][     shares of common
stock of Genetronics Biomedical Corporation (the “Company”), par value $0.001
per share (the “Common Stock”) upon the exercise of warrants by
          ], by
                   
(the “Holder”) from
               ,
the Holder hereby represents and warrants to the Company as follows:


 


The Holder (i)
is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Act”); and (ii)
has the ability to bear the economic risks of such Holder’s prospective
investment, including a complete loss of Holder’s investment in the Warrants
and the shares of Common Stock issuable upon the exercise thereof
(collectively, the “Securities”).


 


The Holder, by
acceptance of the Warrants, represents and warrants to the Company that the
Warrants and all securities acquired upon any and all exercises of the Warrants
are purchased for the Holder’s own account, and not with view to distribution
of either the Warrants or any securities purchasable upon exercise thereof in
violation of applicable securities laws.


 


The Holder
acknowledges that (i) the Securities have not been registered under the Act,
(ii) the Securities are “restricted securities” and the certificate(s)
representing the Securities shall bear the following legend, or a similar
legend to the same effect, until (i) in the case of the shares of Common Stock
underlying the Warrants, such shares shall have been registered for resale by
the Holder under the Act and effectively been disposed of in accordance with a
registration statement that has been declared effective; or (ii) in the opinion
of counsel for the Company such Securities may be sold without registration
under the Act:


 


“[NEITHER] THE
SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE SECURITIES INTO WHICH THEY
ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), AND ALL SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. [NEITHER] THE SECURITIES
REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY ARE EXERCISABLE] MAY
[NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL,
REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE
PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION
UNDER THE ACT.”


 


20

















 


IN WITNESS
WHEREOF, the Holder has caused this Investment Representation Letter to be
executed in its corporate name by its duly authorized officer this
     day of
            
200  .


 


	
  [Name]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
			



 


21