Exhibit 10.3
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE SHALL NOT TRADE THE SECURITIES BEFORE APRIL 12,
2008.
THE SECURITIES REPRESENTED HEREBY (AND THE SECURITIES ISSUED UPON EXERCISE
HEREOF) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, OR (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, IF APPLICABLE, OR (C) INSIDE THE UNITED STATES (1) PURSUANT TO
THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAW OR (2) IN A TRANSACTION THAT DOES NOT OTHERWISE REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAW, PROVIDED THE HOLDER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL
OF RECOGNIZED STANDING TO THAT EFFECT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE CORPORATION OR (3) PURSUANT TO A REGISTRATION STATEMENT
PURSUANT TO THE U.S. SECURITIES ACT.
THE WARRANT EVIDENCED HEREBY IS EXERCISABLE AS SET FORTH HEREIN UNTIL ON OR
BEFORE 5:00 P.M. (OTTAWA TIME) ON DECEMBER 11, 2012 OR SUCH EARLIER TIME AS SET
FORTH HEREIN, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE VOID AND
OF NO FURTHER FORCE OR EFFECT.
3,400,000
Common Shares
Certificate No.
1
WARRANT CERTIFICATE
WORLD HEART CORPORATION
(continued under the laws of Canada)
THIS IS TO CERTIFY THAT, for valuable consideration, including without
limitation the offer to make available clinical and marketing service to World
Heart Corporation (the "Corporation") as set forth in the Clinical and Marketing
Support Services Agreement dated as of the date hereof, ABIOMED, Inc. (the
"Subscriber") is entitled until prior to 5:00 p.m. (PT), on December 11, 2012
upon and subject to the terms and conditions set forth herein and in the
schedules attached hereto which form an integral part hereof and shall be deemed
to be incorporated herein (the whole being referred to as this "Warrant"), to
exercise in whole or in part this Warrant for:
(I) up to 680,000 common shares of the Corporation from the date hereof (subject
to adjustment as provided in Schedule A hereto and those additional restrictions
set forth herein), and
(II) up to 2,720,000 common shares of the Corporation commencing on the Second
Closing Date as such term is defined in the note purchase agreement dated
December 11, 2007 between the Corporation, World Heart Inc. and the Subscriber
(the "Purchase Agreement") (subject to adjustment as provided in Schedule A
hereto and those additional restrictions set forth herein),
by delivering to the Corporation at its registered office this Warrant, with the
notice of exercise attached hereto as Schedule B duly completed and executed,