Exhibit 4.3


 


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. WA-      


 


SERIES A 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.


 


“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 


 


2

















 


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.


 


“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 the Closing Date, 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 


 


4

















 


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 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 


 


5

















 


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 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 


 


6

















 


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, 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.


 


7

















 


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:


 


(i)                                     cash,


 


(ii)                                  any
evidences of its indebtedness, any shares of stock of any class or any 


 


8

















 


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 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


 


9

















 


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 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 


 


10

















 


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.


 


5.                                       Notices
to Warrant Holders.


 


5.1.                              Certificate
as to Adjustments. Upon the occurrence of each adjustment or 


 


11

















 


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 accordance with Section 15.2.


 


5.3.                              No
Rights as Stockholder. This Warrant does not entitle the Holder to any
voting 


 


12

















 


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.


 


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


 


13

















 


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 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 


 


14

















 


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.                                 Miscellaneous.


 


15.1.                        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.


 


15

















 


15.2.                        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.


 


15.3.                        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.


 


15.4.                        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.


 


15.5.                        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.


 


15.6.                        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.


 


15.7.                        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 15.2.


 


[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