EXHIBIT 4.7


 


NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, (B) RULE
144 UNDER THE SECURITIES ACT OR (C) IN ANOTHER TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.


 


WORLD HEART CORPORATION


 


WARRANT TO PURCHASE COMMON STOCK


 


	
  Warrant
  No. «Warrant_No»

  	
   

  	
  Original Issue Date: October            ,
  2010

  



 


WORLD
HEART CORPORATION, a Delaware corporation (the “Company”), hereby certifies that, for value
received, «NAME_SHARES_ARE_TO_BE_REGISTERED»
or its permitted registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of  «No_Shares»  shares of common stock (the “Common Stock”),
of the Company (each such share, a “Warrant
Share” and all
such shares, the “Warrant
Shares”) at an
exercise price per share equal to $2.31 (as adjusted from time to time as
provided in Section 10 herein, the “Exercise
Price”), at any
time and from time to time on or after the date hereof (the “Trigger Date”) and through and including 5:30 P.M.,
New York City time, on October       , 2015,
(the “Expiration Date”), and subject to the following terms and
conditions:


 


1.                                      Series of
Warrants. This Warrant (this “Warrant”) is one of a series of similar
warrants issued pursuant to that certain Securities Purchase Agreement, dated October 13,
2010, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”).
All such warrants are referred to herein, collectively, as the “Warrants.”


 


2.                                      Definitions. In addition
to the terms defined elsewhere in this Warrant, capitalized terms that are not
otherwise defined herein have the meanings given to such terms in the Purchase
Agreement.


 


3.                                      Registration
of Warrants. The Company shall register this Warrant, upon
records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder (which shall include the initial Holder or, as
the case may be, any registered assignee to which this Warrant is permissibly
assigned hereunder) from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.


 


1

















 


4.                                      Registration
of Transfers. Subject to the restrictions on transfer set forth
in Section 4.1 of the Purchase Agreement and compliance with all
applicable securities laws, the Company shall register the transfer of all or
any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached as Schedule 2  hereto duly completed and signed, to the
Company’s transfer agent or to the Company at its address specified in the
Purchase Agreement. Upon any such registration or transfer, a new warrant to
purchase Common Stock in substantially the form of this Warrant (any such new
warrant, a “New Warrant”) evidencing the portion of this Warrant
so transferred shall be issued to the transferee, and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be
issued to the transferring Holder. The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance by such transferee of all of
the rights and obligations of a Holder of a Warrant.


 


5.                                      Exercise
and Duration of Warrants.


 


(a)                                  All or any part
of this Warrant shall be exercisable by the registered Holder at any time and
from time to time on or after the Trigger Date and through and including 5:30 P.M.,
New York City time, on the Expiration Date. At 5:30 P.M., New York City
time, on the Expiration Date, the portion of this Warrant not exercised prior
thereto shall be and become void and of no value and this Warrant shall be
terminated and no longer outstanding; provided, however,
that if on the Expiration Date there is no effective Registration Statement
covering the resale of the Warrant Shares, then this Warrant shall be deemed to
have been exercised in full (to the extent not previously exercised) on a “cashless
exercise” basis at 5:30 p.m. New York City time on the Expiration Date.


 


(b)                                  The Holder may
exercise this Warrant by delivering to the Company (i) this Warrant and an
exercise notice, in the form attached as Schedule 1  hereto (the “Exercise Notice”), appropriately completed and duly signed and
(ii) payment of the Exercise Price for the number of Warrant Shares as to
which this Warrant is being exercised (which may take the form of a “cashless
exercise” if so indicated in the Exercise Notice and if a “cashless exercise”
may occur at such time pursuant to Section 11 below), and the date such
items are delivered to the Company (as determined in accordance with the notice
provisions hereof) is an “Exercise
Date.” The delivery by (or on behalf of) the Holder of the
Exercise Notice and the applicable Exercise Price as provided above shall
constitute the Holder’s certification to the Company that its representations
contained in Section 3.2(b), (c) and (d) of the Purchase
Agreement are true and correct as of the Exercise Date as if remade in their
entirety (or, in the case of any transferee Holder that is not a party to the
Purchase Agreement, such transferee Holder’s certification to the Company that
such representations are true and correct as to such assignee Holder as of the
Exercise Date). If the Warrant Shares are to be issued free of all restrictive
legends, the Company shall, upon the written request of the Holder, use its
best efforts to deliver, or cause to be delivered, Warrant Shares hereunder
electronically through The Depository Trust Company or another established
clearing corporation performing similar functions, if available; provided,
that, the Company may, but will not be required to, change its transfer agent
if its current transfer agent cannot deliver Warrant Shares electronically
through such a clearing corporation.  If (1) a
certificate representing the Warrant Shares is not delivered to the Holder
within three (3) Trading Days of the due exercise of this Warrant by the
Holder and (2) prior to the time such certificate is received by the
Holder, the Holder, or any third party on behalf of the Holder or for the
Holder’s 


 


2

















 


account, purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of shares represented by such certificate (a “Buy-In”), then the
Company shall pay in cash to the Holder (for costs incurred either directly by
such Holder or on behalf of a third party) the amount by which the total
purchase price paid for Common Stock as a result of the Buy-In (including
brokerage commissions, if any) exceeds the proceeds received by such Holder as
a result of the sale to which such Buy-In relates.  The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In.


 


6.                                      Delivery
of Warrant Shares.


 


(a)                                  Upon exercise
of this Warrant, the Company shall promptly (but in no event later than three
(3) Trading Days after the Exercise Date) issue or cause to be issued and
cause to be delivered to or upon the written order of the Holder and in such
name or names as the Holder may designate (provided that, if the Holder directs
the Company to deliver a certificate for the Warrant Shares in a name other
than that of the Holder or an Affiliate of the Holder, it shall deliver to the
Company on the Exercise Date (i) if the Registration Statement is not
effective, an opinion of counsel reasonably satisfactory to the Company to the
effect that the issuance of such Warrant Shares in such other name may be made
pursuant to an available exemption from the registration requirements of the
Securities Act and all applicable state securities or blue sky laws or
(ii) if the Registration Statement is effective, either an opinion of
counsel reasonably satisfactory to the Company to the effect that the issuance
of such Warrant Shares in such other name may be made pursuant to an available
exemption from the registration requirements of the Securities Act and all
applicable state securities or blue sky laws or a Certificate of Subsequent
Sale in substantially the form attached as Exhibit I to the Purchase
Agreement), a certificate for the Warrant Shares issuable upon such exercise.
The Holder, or any Person permissibly so designated by the Holder to receive
Warrant Shares, shall be deemed to have become the holder of record of such
Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued
free of all restrictive legends, the Company shall, upon the written request of
the Holder, use its best efforts to deliver, or cause to be delivered, Warrant
Shares hereunder electronically through The Depository Trust Company or another
established clearing corporation performing similar functions, if available;
provided, that, the Company may, but will not be required to, change its
transfer agent if its current transfer agent cannot deliver Warrant Shares
electronically through such a clearing corporation.


 


(b)                                  The Company’s
obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction
by the Holder to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the Holder or any other Person
of any obligation to the Company or any violation or alleged violation of law
by the Holder or any other Person, and irrespective of any other circumstance
which might otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Warrant Shares. Nothing herein shall limit the
Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely
deliver Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.


 


3

















 


7.                                      Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares
of Common Stock upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, withholding tax, transfer agent fee
or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;  provided,
however , that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the registration of
any certificates for Warrant Shares or Warrants in a name other than that of
the Holder or an Affiliate thereof. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.


 


8.                                      Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction (in such case)
and, in each case, a customary and reasonable indemnity agreement. If a New
Warrant is requested as a result of a mutilation of this Warrant, then the
Holder shall deliver such mutilated Warrant to the Company as a condition precedent
to the Company’s obligation to issue the New Warrant.


 


9.                                      Reservation
of Warrant Shares. The Company covenants that it will reserve and
keep available out of the aggregate of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are initially issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 10). The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable. The Company will take all such action as may be reasonably
necessary to assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.


 


10.                               Certain
Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 10.


 


(a)                                  Stock
Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of
Common Stock, (ii) subdivides its outstanding shares of Common Stock into
a larger number of shares, or (iii) combines its outstanding shares of
Common Stock into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such
event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event. 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 


 


4

















 


receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 


(b)                                  Pro
Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to all holders of Common Stock (i) evidences of
its indebtedness, (ii) any security (other than a distribution of Common
Stock covered by the preceding paragraph), or (iii) any other asset (in
each case, “Distributed Property”),
then, upon any exercise of this Warrant that occurs after the record date fixed
for determination of stockholders entitled to receive such distribution, the
Holder shall be entitled to receive, in addition to the Warrant Shares
otherwise issuable upon such exercise (if applicable), the Distributed Property
that such Holder would have been entitled to receive in respect of such number
of Warrant Shares had the Holder been the record holder of such Warrant Shares
immediately prior to such record date.


 


(c)                                  Fundamental Transactions. If any Fundamental
Transaction (as defined in Section 10(h) below) shall be effected,
then, as a condition of such Fundamental Transaction, lawful and adequate
provision shall be made whereby each Holder shall thereafter have the right to
purchase and receive upon the basis and upon the terms and conditions herein
specified and in lieu of the Warrant Shares immediately theretofore issuable
upon exercise of the Warrant, such shares of stock, securities or assets as
would have been issuable or payable with respect to or in exchange for a number
of Warrant Shares equal to the number of Warrant Shares immediately theretofore
issuable upon exercise of the Warrant, had such Fundamental Transaction not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Holder to the end that the
provisions hereof (including, without limitation, provision for adjustment of
the Exercise Price) shall thereafter be applicable, as nearly equivalent as may
be practicable in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof.  The Company shall not effect any such
Fundamental Transaction unless prior to or simultaneously with the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Holder, at the last address of the Holder
appearing on the books of the Company, such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the Holder may be
entitled to purchase, and the other obligations under this Warrant.  The provisions of this paragraph (c) shall
similarly apply to successive Fundamental Transactions.


 


(d)                                  Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased
or decreased proportionately, so that after such adjustment the aggregate
Exercise Price payable hereunder for the increased or decreased number of
Warrant Shares shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.


 


(e)                                  Calculations. All
calculations under this Section 10 shall be made to the nearest cent or
the nearest share, as applicable.


 


5

















 


(f)                                    Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to
this Section 10, the Company at its expense will promptly compute such
adjustment, in good faith, in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number or type of Warrant Shares or
other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company’s transfer agent.


 


(g)                                 Notice
of Corporate Events. If, while this Warrant is outstanding, the Company
(i) declares a dividend or any other distribution of cash, securities or
other property in respect of its Common Stock, including, without limitation,
any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any subsidiary, (ii) authorizes or approves,
enters into any agreement contemplating or solicits stockholder approval for any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then, except if such
notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of
such transaction at least ten (10) Trading Days prior to the applicable
record or effective date on which a Person would need to hold Common Stock in
order to participate in or vote with respect to such transaction;  provided,
however, that the failure to deliver such notice or any defect
therein shall not affect the validity of the corporate action required to be
described in such notice.


 


(h)                                 Black
Scholes Value.  In the
event of a Change of Control, if the Holder has not exercised this Warrant in
full prior to the consummation of such Change of Control, at the request of the
Holder delivered before the ninetieth (90th) day after the consummation of such
Change of Control, the Company or the successor entity in such Change of
Control (as the case may be) shall purchase this Warrant from the Holder on the
date of such request by paying to the Holder cash in an amount equal to the
Black Scholes Value of the unexercised portion of this Warrant that remained on
the date of the consummation of such Change of Control.


 


As
used herein, “Change of Control” means any Fundamental Transaction other than (A) any
merger of the Company or any  direct or
indirect wholly owned Subsidiary of the Company with or into the Company or any
direct or indirect wholly owned Subsidiary of the Company, (B) any
reorganization, recapitalization or reclassification of the Common Stock, in
which holders of the Company’s voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such
reorganization, recapitalization or reclassification to hold publicly traded
securities and, directly or indirectly, the voting power of the surviving
entity or entities necessary to elect a majority of the members of the board of
directors (or their equivalent if other than a corporation) of such entity or
entities, (C) pursuant to a migratory merger effected solely for the
purpose of changing the jurisdiction of incorporation of the Company or (D) a
merger in connection with a bona fide acquisition by the Company of any Person
in which (x) the gross consideration paid, directly or indirectly, by the
Company (treating any assumption of indebtedness, directly or indirectly, by
the Company as an increase in the consideration paid on a dollar-for-dollar
basis) in such acquisition is not greater than 40% of the Company’s market
capitalization as calculated on each of (1) the date of the public
announcement of such merger and (2) the date of the consummation of such
merger and (y) such 


 


6

















 


merger
does not contemplate any change to the identity of the board of directors of
the Company or any of the members of the senior management of the Company,
including, without limitation, the chief executive officer and the chief
financial officer of the Company.


 


As
used herein, “Fundamental Transaction” means that (i) the Company or any
of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the
Company or any of its Subsidiaries is the surviving corporation) any other
Person, or (2) sell, lease, license, assign, transfer, convey or otherwise
dispose of all or substantially all of its respective properties or assets to
any other Person, or (3) allow any other Person to make a purchase, tender
or exchange offer that is accepted by the holders of more than 50% of the
outstanding voting power of the Company (not including any shares of capital
stock of the Company held by the Person or Persons making or party to, or
associated or affiliated with the Persons making or party to, such purchase,
tender or exchange offer), or (4) consummate a stock or share purchase
agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with any
other Person whereby such other Person acquires more than 50% of the
outstanding voting power of the Company (not including any shares of capital
stock of the Company held by the other Person or other Persons making or party
to, or associated or affiliated with the other Persons making or party to, such
stock or share purchase agreement or other business combination), or (5) reorganize,
recapitalize or reclassify the Common Stock, or (ii) any “person” or “group”
(as these terms are used for purposes of Sections 13(d) and 14(d) of
the 1934 Act and the rules and regulations promulgated thereunder) is or
shall become the “beneficial owner” (as defined in Rule 13d-3 under the
1934 Act), directly or indirectly, of 50% of the aggregate outstanding voting
power of the Company.


 


As
used herein, “Black Scholes Value” means the value of this Warrant based on the
Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
L.P. (“Bloomberg”) determined as of 4:00:00 p.m., New York time, as of the
day of consummation of the applicable Fundamental Transaction for pricing
purposes and reflecting (i) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of this Warrant as
of the date of the Holder’s request pursuant to this clause (h), (ii) an
expected volatility equal to the 100 day volatility obtained from the HVT
function on Bloomberg as of 4:00:00 p.m., New York time, on the Trading
Day immediately following the public announcement of the applicable Fundamental
Transaction (using 360 as the input for the annualization factor and the
Rogers-Satchell volatility estimator model), which volatility shall in no event
be more than 125% or less than 60%, and, if applicable, (iii) the
underlying price per share used in such calculation shall be the sum of the
price per share being offered in cash, if any, plus the fair market value of
any non-cash consideration, if any, being offered in the applicable Fundamental
Transaction.


 


11.                               Payment
of Exercise Price. The Holder shall pay the Exercise Price in
immediately available funds; provided,
however, that the Holder may, in its sole discretion, satisfy its
obligation to pay the Exercise Price through a “cashless exercise”, in which
event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 





 


 


7

















 


where:


 


	
  X

  	
  =

  	
  the
  number of Warrant Shares to be issued to the Holder.

  
	
   

  	
   

  	
   

  
	
  Y

  	
  =

  	
  the
  total number of Warrant Shares with respect to which this Warrant is being
  exercised.

  
	
   

  	
   

  	
   

  
	
  A

  	
  =

  	
  the
  Closing Sale Price of the shares of Common Stock (as reported by Bloomberg
  Financial Markets) on the date immediately preceding the Exercise Date.

  
	
   

  	
   

  	
   

  
	
  B

  	
  =

  	
  the
  Exercise Price then in effect for the applicable Warrant Shares at the time
  of such exercise.

  



 


For
purposes of this Warrant, “Closing
Sale Price” means, for any security as of any date, the last
trade price for such security on the principal securities exchange or trading
market for such security, as reported by Bloomberg Financial Markets, or, if
such exchange or trading market begins to operate on an extended hours basis
and does not designate the last trade price, then the last trade price of such
security prior to 4:00 P.M., New York City time, as reported by Bloomberg
Financial Markets, or if the foregoing do not apply, the last trade price of
such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg Financial Markets, or, if no last
trade price is reported for such security by Bloomberg Financial Markets, the
average of the bid prices, or the ask prices, respectively, of any market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC.
If the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Sale Price of such security on
such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair
market value of such security, then the Board of Directors of the Company shall
use its good faith judgment to determine the fair market value. The Board of
Directors’ determination shall be binding upon all parties absent demonstrable
error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during
the applicable calculation period.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued pursuant to the Purchase Agreement
(provided that the Commission continues to take the position that such
treatment is proper at the time of such exercise).


 


12.                               No
Fractional Shares. No fractional Warrant Shares will be issued in
connection with any exercise of this Warrant. In lieu of any fractional shares
which would otherwise be issuable, the number of Warrant Shares to be issued
shall be rounded down to the next whole number and the Company shall pay the
Holder in cash the fair market value (based on the Closing Sale Price) for any
such fractional shares.


 


13.                               Notices. Any and all
notices or other communications or deliveries hereunder (including, without
limitation, any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such
notice or 


 


8

















 


communication is delivered via facsimile at the
facsimile number specified in the Purchase Agreement prior to 5:30 P.M.,
New York City time, on a Trading Day, (ii) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in the Purchase Agreement on a day that is
not a Trading Day or later than 5:30 P.M., New York City time, on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent
by nationally recognized overnight courier service specifying next business day
delivery, or (iv) upon actual receipt by the party to whom such notice is
required to be given, if by hand delivery. The address and facsimile number of
a party for such notices or communications shall be as set forth in the
Purchase Agreement unless changed by such party by two (2) Trading Days’
prior notice to the other party in accordance with this Section 13.


 


14.                               Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon
thirty (30) days’ notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


15.                               Miscellaneous.


 


(a)                                  No
Rights as a Stockholder. The Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive
dividends (subject to the effect of such dividends as set forth in Section 10(a) hereof)
or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the
Holder, solely in such Person’s capacity as the Holder of this Warrant, any of
the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, amalgamation,
conveyance or otherwise), receive notice of meetings, receive dividends or
subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due
exercise of this Warrant. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any
securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.


 


(b)                                  Successors
and Assigns. Subject to the restrictions on transfer set forth
in this Warrant and in Section 4.1 of the Purchase Agreement, and
compliance with applicable securities laws, this Warrant may be assigned by the
Holder. This Warrant may not be assigned by the Company without the written
consent of the Holder except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder, or their successors and
assigns.


 


9
















 


(c)                                  Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH
PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO
PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE
OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE
PURCHASE AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(d)                                  Headings. The headings
herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.


 


(e)                                  Severability. In case any
one or more of the provisions of this Warrant shall be invalid or unenforceable
in any respect, the validity and enforceability of the remaining terms and
provisions of this Warrant shall not in any way be affected or impaired
thereby, and the parties will attempt in good faith to agree upon a valid and
enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this
Warrant.


 


[SIGNATURE PAGE FOLLOWS]


 


10

















 


IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first
indicated above.


 


 


	
   

  	
  WORLD
  HEART CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  Morgan Brown

  
	
   

  	
   

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 

















 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to purchase shares of Common Stock under
the foregoing Warrant)


 


Ladies
and Gentlemen:


 


(1)                                The undersigned
is the Holder of Warrant No. «Warrant_No»
(the “Warrant”) issued by World
Heart Corporation, a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined herein have the
respective meanings set forth in the Warrant.


 


(2)                                The undersigned
hereby exercises its right to purchase                    
Warrant Shares pursuant to the Warrant.


 


(3)                                The Holder
intends that payment of the Exercise Price shall be made as (check one):


 


o                                    Cash Exercise


 


o                                    “Cashless
Exercise” under Section 11


 


(4)                                If the Holder
has elected a Cash Exercise, the Holder shall pay the sum of $                    
in immediately available funds to the Company in accordance with the terms of
the Warrant.


 


(5)                                Pursuant to
this Exercise Notice, the Company shall deliver to the Holder                     
Warrant Shares in accordance with the terms of the Warrant.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name
  of Holder:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


(Signature
must conform in all respects to name of Holder as specified on the face of the
Warrant)


 

















 


SCHEDULE 2


 


WORLD HEART CORPORATION


 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
         (the “Transferee”)
the right represented by the within Warrant to purchase 
              shares of Common Stock of World Heart Corporation
(the “Company”) to which the within
Warrant relates and appoints 
             attorney to transfer said right on the books
of the Company with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform in all respects to name of holder as specified on the face of
  the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  of Transferee

  
	
   

  	
   

  	
   

  
	
  In
  the presence of: