Exhibit 4.4  


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


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


UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE SEPTEMBER 10, 2004.


Warrant
No. WCPA-            


PLACEMENT
AGENT 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 $1.70 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 May 10, 2004. 







 



        "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 (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 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 $1.70 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 May 10, 2009. 


2







 



        "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 May 10, 2004
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. 


        "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) an original 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 


3







 



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 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) an original 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) at any time following the date that is twelve (12) months after the Closing Date, the surrender and cancellation of a portion of shares of Common Stock
then held by the Holder or issuable upon 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, unless a Registration Statement (as defined in the Investor Rights Agreement) is then effective with respect to all shares of Common Stock issuable pursuant
to this Warrant and sales may be made pursuant to such Registration Statement. 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 



4







 

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 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 


5







 



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, unless, in each case, such Warrant Stock is eligible for resale without registration pursuant to
Rule 144(k) under the Exchange Act, 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." 


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 SEPTEMBER 10, 2004. 



        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. 



        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 




6







 


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
Current 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: 



        (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. 




7













   
        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 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 



8







 




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 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 


9







 



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 16.2. 



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


        6.     No Impairment. The Company shall not by any action, including, without limitation, amending its articles of incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the amount payable therefor upon such exercise 


10







 



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 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 


11







 



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 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. 


12







 



        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.   Redemption at Company's Election. The Company may at the option of the Board, by at least thirty-days' prior written
notice to the Holder (the "Redemption Notice"), redeem this Warrant, in whole or in part, provided that
(i) the Daily Market Price for twenty consecutive trading days is equal to or greater than $6.30 and the average daily trading volume (subject to adjustment for stock dividends, subdivisions
and combinations) of the Common Stock for such twenty consecutive trading day period exceeds 100,000 shares, (ii) either (A) all of the Warrant Shares underlying this Warrant to be
redeemed are then registered under an effective registration statement or (B) may be sold pursuant to Rule 144 during a three-month period without registration under the Securities Act,
(iii) sufficient shares of Common Stock of the Company are authorized and reserved for issuance upon the full exercise of this Warrant, (iv) all of the Warrant Shares issuable upon
exercise of this Warrant are then listed on every stock exchange, market or bulletin board on which any Common Stock of the Company is then listed and (v) the Company is not in default of any
material provision of any Related Document (as defined in the Purchase Agreement). The Redemption Notice shall set forth a date, not less than thirty days after the date of the Redemption Notice, on
which the redemption of this Warrant shall occur (the "Redemption Date"). On the Redemption Date,
(i) the Company shall pay the Holder by certified check an amount equal to the product of (x) $0.01 (as adjusted in proportion to any adjustment to the Exercise Price pursuant to
Section 3 hereof) multiplied by (y) the number of Warrant Shares so redeemed; and (ii) the Holder shall deliver the original copy
of this Warrant marked "REDEEMED" to the Company. If the Company shall redeem this Warrant in part, the Company shall, at the Redemption Date, provided that the Holder shall have delivered the
original copy of this Warrant marked "REDEEMED" to the Company, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unredeemed shares of Common Stock called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant. Nothing in this Section 15 shall prevent the exercise of the Warrants at any time prior to the
Redemption Date. 


        16.   Miscellaneous. 


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


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



        16.3. Successors and Assigns. Subject to compliance with the provisions of Section 3.1, this Warrant and the rights
evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. 


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


13







 

        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] 


14







 

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


Dated:
May 20, 2004 



	 	 	 	 	GENETRONICS BIOMEDICAL CORPORATION
	 	 	 	 	 	 
	 	 	 	 	By:	/s/  AVTAR DHILLON      

	 	 	 	 	Name:	Avtar Dhillon
	 	 	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 
	Attest:	 	 	 
	 	 	 	 	 	 
	By:	 	/s/ Illegible
	 	 	 
	Name:

Title: Secretary	 	 	 




15







 
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; provided that this election may not be made less than twelve (12) months after the Closing Date (as defined in the attached Warrant) and provided further that this election may
not be made if a Registration Statement (as defined in the Investor Rights Agreement) is then effective with respect to all shares of Common Stock issuable pursuant to the attached Warrant and sales
may be made pursuant to such Registration Statement. This conversion is exercised with respect to                        of the
shares of Common Stock 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. 


16







 
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. 


17







 
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." 


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:	 




18