THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE
ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER
SET FORTH IN SECTION 5 OF THIS WARRANT
|
Warrant
No. [ ]
|
Number
of Shares:
[ ]
(subject
to adjustment)
|
|
Date
of Issuance: May 3, 2006
Original
Issue Date (as defined in subsection 2(a)):
May
3, 2006
|
ZIOPHARM
Oncology, Inc.
(Void
after May 3, 2011)
ZIOPHARM
Oncology, Inc., a Delaware corporation (the “Company”), for
value received, hereby certifies that
[ ],
or its registered assigns (the “Registered Holder”), is
entitled, subject to the terms and conditions set forth below, to purchase
from
the Company, at any time or from time to time on or after May 3,
2006 and on or before 5:00 p.m. (Eastern time) on May 3,
2011 (the “Exercise Period”),
[ ]
shares of Common Stock, $0.001 par value per share, of the Company
(“Common Stock”), at a purchase price of $5.56 per share. The
shares purchasable upon exercise of this Warrant, and the purchase price per
share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the “Warrant Shares”
and the “Purchase Price,” respectively. This Warrant is one of
a series of Warrants issued by the Company in connection with a private
placement of Common Stock and Warrants of like tenor, except as to the number
of
shares of Common Stock subject thereto (collectively, the “Company
Warrants”).
1. Exercise.
(a) Exercise
for Cash.
The
Registered Holder may, at its option, elect to exercise this Warrant, in whole
or in part and at any time or from time to time during the Exercise Period,
by
surrendering this Warrant, with the purchase form appended hereto as
Exhibit I
duly
executed by or on behalf of the Registered Holder, at the principal office
of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the number of Warrant Shares purchased
upon
such exercise. A facsimile signature of the Registered Holder on the purchase
form shall be sufficient for purposes of exercising this Warrant, provided
that
the Company receives the Registered Xxxxxx’s original signature within three (3)
business days thereafter.
(b) Cashless
Exercise.
At any
time during the Exercise Period when the resale of the Warrant Shares by the
Registered Holder is not registered pursuant to an effective registration
statement filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), the Registered Holder may, at
its option, elect to exercise this Warrant, in whole or in part, on a cashless
basis, by surrendering this Warrant, with the purchase form appended hereto
as
Exhibit
I
duly
executed by or on behalf of the Registered Holder, at the principal office
of
the Company, or at such other office or agency as the Company may designate,
by
canceling a portion of this Warrant in payment of the Purchase Price payable
in
respect of the number of Warrant Shares purchased upon such exercise. In the
event of an exercise pursuant to this subsection 1(b), the number of Warrant
Shares issued to the Registered Holder shall be determined according to the
following formula:
X
=
Y(A-B)
A
Where: X = the
number of Warrant Shares that shall be issued to the Registered Holder;
| Y = |
the
number of Warrant Shares for which this Warrant is being exercised
(which
shall include both the number of Warrant Shares issued to the Registered
Holder and the number of Warrant Shares subject to the portion of
the
Warrant being cancelled in payment of the Purchase Price);
|
A
= the
Fair
Market Value (as defined below) of one share of Common Stock; and
B
= the
Purchase Price then in effect.
-1-
(c) Exercise
Date.
Each
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in subsection 1(a) above (the
“Exercise
Date”).
At
such time, the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise as provided in subsection
1(c) below shall be deemed to have become the holder or holders of record of
the
Warrant Shares represented by such certificates.
(d) Issuance
of Certificates.
As soon
as practicable after the exercise of this Warrant in whole or in part, and
in
any event within 3 trading days thereafter (such third trading day as the
“Warrant Share Delivery Date”), the Company, at its expense, will cause to be
issued in the name of, and delivered to, the Registered Holder, or as the
Registered Holder (upon payment by the Registered Holder of any applicable
transfer taxes) may direct:
(i) a
certificate or certificates for the number of full Warrant Shares to which
the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and
(ii) in
case
such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the
number of Warrant Shares equal (without giving effect to any adjustment therein)
to the number of such shares called for on the face of this Warrant minus the
number of Warrant Shares, including fractional shares, for which this Warrant
was so exercised.
2. Adjustments.
(a) Adjustment
for Stock Splits and Combinations.
In the
event the Company, at any time or from time to time after the date on which
this
Warrant was first issued (or, if this Warrant was issued upon partial exercise
of, or in replacement of, another warrant of like tenor, then the date on which
such original warrant was first issued) (the “Original
Issue Date”),
shall
effect a subdivision of the outstanding Common Stock, the Purchase Price then
in
effect immediately before that subdivision shall be proportionately decreased.
If the Company shall at any time or from time to time after the Original Issue
Date combine the outstanding shares of Common Stock, the Purchase Price then
in
effect immediately before the combination shall be proportionately increased.
Any adjustment under this paragraph shall become effective at the close of
business on the date the subdivision or combination becomes
effective.
(b) Adjustment
for Certain Dividends and Distributions.
In the
event the Company, at any time, or from time to time after the Original Issue
Date, shall make or issue, or fix a record date for the determination of holders
of Common Stock entitled to receive, a dividend or other distribution payable
in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of
the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:
(i) the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close
of
business on such record date; and
-2-
(ii) the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close
of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided,
however,
that if
such record date shall have been fixed and such dividend is not fully paid
or if
such distribution is not fully made on the date fixed therefor, the Purchase
Price shall be recomputed accordingly as of the close of business on such record
date and thereafter the Purchase Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or
distributions.
(c) Adjustment
for Reorganization.
In case
of any capital reorganization or reclassification, or any consolidation or
merger to which the Company is a party other than a merger or consolidation
in
which the Company is the continuing corporation, or in case of any sale or
conveyance to another entity of the property of the Company as an entirety
or
substantially as a entirety, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in
connection with a merger of another corporation or other entity into the
Company), the Registered Holder shall have the right thereafter to receive
on
the exercise of this Warrant the kind and amount of securities, cash or other
property which the Registered Holder would have owned or have been entitled
to
receive immediately after such reorganization, reclassification, consolidation,
merger, statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in
the
application of the provisions set forth in this Section 2 with respect to the
rights and interests thereafter of the Registered Holder of this Warrant to
the
end that the provisions set forth in this Section 2 shall thereafter
correspondingly be made applicable, as nearly as may reasonably be, in relation
to any shares of stock or other securities or property thereafter deliverable
on
the exercise of this Warrant. The above provisions of this Section 2(c) shall
similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, statutory exchanges, sales or conveyances. The Company
shall require the issuer of any shares of stock or other securities or property
thereafter deliverable on the exercise of this Warrant to be responsible for
all
of the agreements and obligations of the Company hereunder.
(d) Certificate
as to Adjustments.
Upon
the occurrence of each adjustment or readjustment of the Purchase Price pursuant
to this Section 2, the Company at its expense shall, as promptly as reasonably
practicable but in any event not later than 10 days thereafter, compute such
adjustment or readjustment in accordance with the terms hereof and furnish
to
the Registered Holder a certificate setting forth such adjustment or
readjustment (including the kind and amount of securities, cash or other
property for which this Warrant shall be exercisable and the Purchase Price)
and
showing in detail the facts upon which such adjustment or readjustment is based.
The Company shall, as promptly as reasonably practicable after the written
request at any time of the Registered Holder (but in any event not later than
10
days thereafter), furnish or cause to be furnished to the Registered Holder
a
certificate setting forth (i) the Purchase Price then in effect and
(ii) the number of shares of Common Stock and the amount, if any, of other
securities, cash or property which then would be received upon the exercise
of
this Warrant.
(e) Definition
of Fair Market Value.
The
Fair Market Value per share of Common Stock shall be determined as
follows:
(i) If
the
Common Stock is listed on a national securities exchange, the Nasdaq National
Market, the Nasdaq Capital Market, the Over-the-Counter Bulletin Board, or
another nationally recognized trading system as of the Exercise Date, the Fair
Market Value per share of Common Stock shall be deemed to be the volume weighted
average price of the high and low reported sale prices per share of Common
Stock
thereon on the five (5) trading days immediately preceding the Exercise Date
(provided that if no such price is reported on such day, the Fair Market Value
per share of Common Stock shall be determined pursuant to clause (ii)
below).
(ii) If
the
Common Stock is not listed on a national securities exchange, the Nasdaq
National Market, the Nasdaq Capital Market or another nationally recognized
trading system as of the Exercise Date, the Fair Market Value per share of
Common Stock shall be deemed to be the amount most recently determined by the
Board of Directors of the Company (the “Board”)
to
represent the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under any plan, agreement or arrangement with employees
of
the Company); and, upon request of the Registered Holder, the Board (or a
representative thereof) shall, as promptly as reasonably practicable but in
any
event not later than 10 days after such request, notify the Registered Holder
of
the Fair Market Value per share of Common Stock and furnish the Registered
Holder with reasonable documentation of the Board’s determination of such Fair
Market Value. Notwithstanding the foregoing, if the Board has not made such
a
determination within the three-month period prior to the Exercise Date, then
(A)
the Board shall make, and shall provide or cause to be provided to the
Registered Holder notice of, a determination of the Fair Market Value per share
of the Common Stock within 15 days of a request by the Registered Holder that
it
do so, and (B) the exercise of this Warrant pursuant to Section 1 shall be
delayed until such determination is made and notice thereof is provided to
the
Registered Holder.
-3-
3. Fractional
Shares.
The
Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall pay the value thereof to the Registered Holder
in
cash on the basis of the Fair Market Value per share of Common Stock, as
determined pursuant to subsection 2(e) above.
4. Redemption
by Company.
The
Company shall have the option to redeem this Warrant, upon not less than 30
days’ prior written notice, at a redemption price of $.001 per Warrant Share at
any time after the average of the high and low reported sale prices per share
of
Common Stock, over 20 consecutive trading days during which the average sales
volume equals or exceeds 50,000 shares of Common Stock per day, equals or
exceeds 200% of the Purchase Price (as adjusted for any stock split, reverse
stock split, stock dividend or other reclassification or combination of the
Common Stock occurring after the Original Issue Date); provided,
however,
that the
Company shall only be entitled to redeem this Warrant if the Warrant Shares
are
registered for resale pursuant to an effective registration statement which
has
not been suspended and for which no stop order is in effect, and pursuant to
which the Registered Holder is permitted to sell such Warrant Shares at all
times during the 30 day notice period. During such 30 day notice period, the
Registered Holder shall be entitled to exercise all or any portion of this
Warrant in accordance with the terms of Section 1 of this Warrant. The Company
shall deliver to the Registered Holder within five business days of the
expiration of the 30 day notice period the redemption price for any Warrants
outstanding at the expiration of such notice period.
5. Transfers,
etc.
(a) Notwithstanding
anything to the contrary contained herein, this Warrant and the Warrant Shares
shall not be sold or transferred unless either (i) they first shall have
been registered under the Securities Act of 1933, as amended (the “Act”),
or
(ii) such sale or transfer shall be exempt from the registration
requirements of the Act and the Company shall have been furnished with an
opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of
the
Act. Notwithstanding the foregoing, no registration or opinion of counsel shall
be required for (i) a transfer by a Registered Holder which is an entity to
a wholly owned subsidiary of such entity, a transfer by a Registered Holder
which is a partnership to a partner of such partnership or a retired partner
of
such partnership or to the estate of any such partner or retired partner, or
a
transfer by a Registered Holder which is a limited liability company to a member
of such limited liability company or a retired member or to the estate of any
such member or retired member; provided
that the
transferee in each case shall be subject to the terms of this Section 5, or
(ii) a transfer made in accordance with Rule 144 under the
Act.
(b) Each
certificate representing Warrant Shares shall bear a legend substantially in
the
following form:
“The
securities represented hereby have not been registered under the Securities
Act
of 1933, as amended, or any state securities laws and neither the securities
nor
any interest therein may not be offered, sold, transferred, pledged or otherwise
disposed of except pursuant to an effective registration under such act or
an
exemption from registration, which, in the opinion of counsel reasonably
satisfactory to counsel for this corporation, is available.”
Certificates
evidencing the Warrant Shares shall not be required to contain such legend
(i)
following any sale of such Warrant Shares pursuant to Rule 144, or (ii) if
such
Warrant Shares are eligible for sale under Rule 144(k) or have been sold
pursuant to the Registration Statement (as defined in the subscription agreement
(“the Subscription
Agreement”)
pursuant to which this Warrant has been acquired) and in compliance with the
obligations set forth in Section 5.7 of the Subscription Agreement, or (iii)
such legend is not required under applicable requirements of the Act (including
judicial interpretations and pronouncements issued by the Staff of the
Securities and Exchange Commission), in each such case of (iii) to the extent
reasonably determined by the Company’s legal counsel. Notwithstanding the
foregoing, following the effective date of the Registration Statement, the
legend set forth above shall, at the request of the Subscriber, be removed
from
the certificates evidencing such Warrant Shares prior to the resale thereof
and
the Company will rescind any stop transfer orders with respect to such shares
given to the Company’s transfer agent, provided that the holder of such Warrant
Shares represents and covenants to the Company in writing (in a form reasonably
acceptable to the Company and its counsel) that (1) such holder will sell such
Warrant Shares only pursuant to and in the manner contemplated by the
Registration Statement, including the Plan of Distribution section contained
therein, and otherwise in compliance with the Act, including the prospectus
delivery requirements of such act, (2) the holder will indemnify the Company
for
any damages or losses resulting to the Company for the holder’s breach of its
representation and covenant described in the foregoing clause (1), and (3)
such
other agreements or covenants as the Company or its counsel may reasonably
request. Subject to the foregoing, at such time and to the extent a legend
is no
longer required for the Warrant Shares, the Company will use its best efforts
to
no later than three (3) trading days following the delivery to the Company
or
the Company’s transfer agent by the holder of such Warrant Shares of a legended
certificate representing such Warrant Shares (together with such accompanying
documentation or representations as reasonably required by counsel to the
Company), to cause the transfer agent of the Company to credit the account
of
the holder’s prime broker with the Depositary Trust Company System, or at the
request of such holders, to deliver or cause to be delivered a certificate
representing such Warrant Shares that is free from the foregoing
legend.
-4-
(c) The
Company will maintain a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder may change its address
as shown on the warrant register by written notice to the Company requesting
such change.
(d) Subject
to the provisions of Section 5 hereof, this Warrant and all rights hereunder
are
transferable, in whole or in part, upon surrender of this Warrant with a
properly executed assignment (in the form of Exhibit II
hereto)
at the principal office of the Company (or, if another office or agency has
been
designated by the Company for such purpose, then at such other office or
agency).
6. No
Impairment.
The
Company will not, by amendment of its charter 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 action as may be necessary or appropriate in order to protect the rights
of
the Registered Holder against impairment.
7. Notices
of Record Date, etc. If
at any
time or from time to time after the Original Issue Date:
(a) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for
the
purpose of entitling or enabling them to receive any dividend or other
distribution (other than a dividend or distribution payable solely in shares
of
Common Stock or other securities for with adjustment is made under Section
2
hereof), or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right;
or
(b) of
any
capital reorganization of the Company, any reclassification of the Common Stock
of the Company, any consolidation or merger of the Company with or into another
corporation, or any transfer of all or substantially all of the assets of the
Company; or
(c) of
the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then,
and
in each such case, the Company will send or cause to be sent to the Registered
Holder a notice specifying, as the case may be, (i) the record date for such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at
the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or
winding-up. Such notice shall be sent at least 10 days prior to the record
date
or effective date for the event specified in such notice.
-5-
8. Reservation
of Stock.
The
Company will at all times have authorized, reserve and keep available, solely
for issuance and delivery upon the exercise of this Warrant, such number
of
Warrant Shares and other securities, cash and/or property, as from time to
time
shall be issuable upon the exercise of this Warrant.
9. Exchange
or Replacement of Warrants.
(a) Upon
the
surrender of this Warrant by the Registered Holder, properly endorsed, to
the
Company at the principal office of the Company, the Company will, subject
to the
provisions of Section 5 hereof, issue and deliver to or upon the order of
the
Registered Holder, at the Company’s expense, a new Warrant or Warrants of like
tenor, in the name of the Registered Holder or as the Registered Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct,
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock (or other securities, cash and/or property) then issuable
upon
exercise of this Warrant.
(b) Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft
or
destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the
case
of mutilation) upon surrender and cancellation of this Warrant, the Company
will
issue, in lieu thereof, a new Warrant of like tenor.
10. Notices. All
notices and other communications from the Company to the Registered Holder
in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the address last furnished to
the
Company in writing by the Registered Holder. All notices and other
communications from the Registered Holder to the Company in connection herewith
shall be mailed by certified or registered mail, postage prepaid, or sent
via a
reputable nationwide overnight courier service guaranteeing next business
day
delivery, to the Company at its principal office (currently located at 0000
Xxxxxx xx xxx Xxxxxxxx, 00xx
xxxxx,
Xxx Xxxx, XX 00000). If the Company should at any time change the location
of
its principal office to a place other than as set forth above, it shall give
prompt written notice to the Registered Holder and thereafter all references
in
this Warrant to the location of its principal office at the particular time
shall be as so specified in such notice. All such notices and communications
shall be deemed delivered one business day after being sent via a reputable
international overnight courier service guaranteeing next business day delivery.
11. No
Rights as Stockholder.
Until
the
exercise of this Warrant, the Registered Holder shall not have or exercise
any
rights by virtue hereof as a stockholder of the Company. Notwithstanding
the
foregoing, in the event (i) the Company effects a split of the Common Stock
by means of a stock dividend and the Purchase Price of and the number of
Warrant
Shares are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), and (ii) the Registered
Holder exercises this Warrant between the record date and the distribution
date
for such stock dividend, the Registered Holder shall be entitled to receive,
on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such exercise, notwithstanding the fact that such shares
were not outstanding as of the close of business on the record date for such
stock dividend.
12. Amendment
or Waiver.
Any
term
of this Warrant may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) with the written consent
of
the Company and the holders of Company Warrants representing at least two-thirds
(2/3) of the number of shares of Common Stock then subject to outstanding
Company Warrants. Notwithstanding the foregoing, (i) this Warrant may be
amended
and the observance of any term hereunder may be waived without the written
consent of the Registered Holder only in a manner which applies to all Company
Warrants in the same fashion and (ii) the number of Warrant Shares subject
to
this Warrant, the Purchase Price of this Warrant, and the provisions of Sections
1, 7, 8 and 12 hereof, may not be amended, and the right to exercise this
Warrant may not be waived, without the written consent of the Registered
Holder
(it being agreed that an amendment to or waiver under any of the provisions
of
Section 2 of this Warrant shall not be considered an amendment of the number
of
Warrant Shares or the Purchase Price). The Company shall give prompt written
notice to the Registered Holder of any amendment hereof or waiver hereunder
that
was effected without the Registered Holder’s written consent. No waivers of any
term, condition or provision of this Warrant, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of
any
such term, condition or provision.
-6-
13. Section
Headings.
The
section headings in this Warrant are for the convenience of the parties and
in
no way alter, modify, amend, limit or restrict the contractual obligations
of
the parties.
14. Governing
Law.
This
Warrant will be governed by and construed in accordance with the internal
laws
of the State of New York (without reference to the conflicts of law provisions
thereof).
15. Facsimile
Signatures.
This
Warrant may be executed by facsimile signature.
-7-
EXECUTED
as of the Date of Issuance indicated above.
| ZIOPHARM ONCOLOGY, INC. | ||
| |
|
|
| By: | ||
|
Name: Xxxxxxxx Xxxxx |
||
| Title: Chief Executive Officer | ||
-8-
EXHIBIT
I
PURCHASE
FORM
To:
ZIOPHARM Oncology,
Inc. Dated:____________
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby elects to purchase:
______________
shares of the Common Stock of ZIOPHARM Oncology, Inc. covered by such Warrant;
or
______________ the
maximum number of shares of Common Stock covered by such Warrant pursuant
to the
cashless exercise procedure set forth in subsection 1(b).
The
undersigned herewith makes payment of the full purchase price for such shares
at
the price per share provided for in such Warrant. Such payment takes the
form of
(check as applicable):
| o |
$______
in lawful money of the United States;
and/or
|
| o |
the
cancellation of such portion of the attached Warrant as is exercisable
for
a total of _____ Warrant Shares (using a Fair Market Value of $_____
per
share for purposes of this calculation) ;
and/or
|
| o |
the
cancellation of such number of Warrant Shares as is necessary,
in
accordance with the formula set forth in subsection 1(b), to exercise
this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
1(b).
|
Signature:
______________________________
Address:
______________________________
______________________________________
______________________________________
EXHIBIT
II
ASSIGNMENT
FORM
FOR
VALUE
RECEIVED, ______________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant
(No.
____) with respect to the number of shares of Common Stock of ZIOPHARM Oncology,
Inc. covered thereby set forth below, unto:
|
Name
of Assignee
|
Address
|
No.
of Shares
|
Dated:_____________________
Signature:________________________________
Signature
Guaranteed:
By:
_______________________
The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.
