Exhibit 4.6


 


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.


 


Warrant No. WPB-01


 


PLACEMENT AGENT SERIES B COMMON STOCK PURCHASE WARRANT


 


To Purchase 971,428 Shares of Common Stock of

GENETRONICS BIOMEDICAL CORPORATION


 


THIS IS TO
CERTIFY THAT SCO SECURITIES LLC,
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 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


 


2

















 


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.


 


“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.


 


3

















 


“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 971,428 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 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


 


4

















 


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 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


 


5

















 


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 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


 


6

















 


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.”


 


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, 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.


 


7

















 


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:


 


(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:


 


8

















 


(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 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


 


9

















 


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 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


 


10

















 


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.


 


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


 


11

















 


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 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,


 


12

















 


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.


 


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


 


13

















 


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 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


 


14

















 


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 any of the purchasers of the Series B
Convertible Redeemable Preferred Stock (the “Purchasers”) redeem their shares
pursuant to a Demand for Technology-Triggered Redemption (as defined in the
Certificate of Designation) pursuant to Section 14 of the Certificate of
Designation, 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 aggregate percentage of the
Purchasers’ 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 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


 


15

















 


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:

  	
  /s/  James L. Heppell

  	
   

  
	
   

  	
  Name:

  	
  James L.
  Heppell

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Douglas Murdock

  	
   

  
	
  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