EXHIBIT 4(f)
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES
LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
ORGANOGENESIS INC.
FORM OF NON-REDEEMABLE WARRANT
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Warrant No. 1999- Dated March 30, 1999
Organogenesis Inc., a corporation organized and existing under the laws of
the State of Delaware (the "COMPANY"), hereby certifies that, for value
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received, ______________________ (the "ORIGINAL HOLDER") or its registered
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assigns ("HOLDER"), is entitled, subject to the terms set forth below, to
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purchase from the Company up to a total of ________ shares of Common Stock, $.01
par value (the "COMMON STOCK"), of the Company (each such share, a "WARRANT
------------ -------
SHARE" and all such shares, the "WARRANT SHARES") at an exercise price equal to
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$21.75 per share (as adjusted from time to time as provided in Section 8, the
"EXERCISE PRICE"), at any time and from time to time from and after this date
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through and including March 29, 2004 or earlier as provided herein (the
"EXPIRATION DATE"), and subject to the following terms and conditions:
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1. Registration of Warrant. The Company shall register this Warrant,
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upon records to be maintained by the Company for that purpose (the "WARRANT
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REGISTER"), in the name of the record Holder hereof from time to time. The
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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, and the Company shall not be affected by
notice to the contrary.
2. Registration of Transfers and Exchanges.
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(a) The Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, with the Form
of Assignment attached hereto duly completed and signed, to the Company at the
office specified in or pursuant to Section 3(b). 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
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this Warrant so transferred shall be issued to the transferee (a "TRANSFEREE")
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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 of such Transferee of all of the rights and
obligations of a holder of a Warrant, including the obligations with regard to a
mandatory conversion as set forth herein.
(b) This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b) for
one or more New Warrants, evidencing in the aggregate the right to purchase the
number of Warrant Shares which may then be purchased hereunder. Any such New
Warrant will be dated the date of such exchange.
3. Duration, Exercise of Warrants and Redemption.
---------------------------------------------
(a) This Warrant shall be exercisable upon 75 days' prior written
notice by the registered Holder on any business day before 5:30 P.M., Eastern
Standard time, at any time and from time to time on or after March 30, 1999 to
and including the Expiration Date. At 5:30 P.M., Eastern Standard time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value. At the Company's option, the Company, in
its sole discretion as to any Holder or Holders, may waive the seventy-five (75)
day prior written notice requirement.
(b) Subject to Sections 2(b), 6 and 10, upon surrender of this
Warrant, with the Form of Election to Purchase attached hereto duly completed
and signed, to the Company at its office at 000 Xxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Chief Financial Officer, or at such other address as the
Company may specify in writing to the then registered Holder, and upon payment
of the Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, in lawful money of the United States of America,
by certified or official bank check or checks or wire transfer, all as specified
by the Holder in the Form of Election to Purchase, the Company shall promptly
(but in no event earlier than seventy-five (75) business days after the Date of
Exercise (as defined herein), unless waived by the Company as described above in
Section 3(a)), 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, a certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends other than as required by the Purchase Agreement of
even date herewith between the Holder and the Company and any legends placed on
all registered shares of the Company relating to the then current agreement
between the Company and its transfer agent relating to the issuance of "rights"
to all holders of the Company's Common Stock. Any person so designated by the
Holder to receive Warrant Shares shall be deemed to have become holder of record
of such Warrant Shares as of the Date of Exercise of this Warrant.
A "DATE OF EXERCISE" means the date on which the Company shall have
----------------
received (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the holder hereof to be
purchased.
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(c) This Warrant shall be exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are
exercised at any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.
(d) Notwithstanding anything in this Paragraph 3 to the contrary, in
the event of the occurrence of any of the following: (i) any Person is or
becomes the "beneficial owner" as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), directly or
indirectly, of more than thirty-five percent (35%) of the Common Stock, (ii)
individuals who at the date hereof constituted the Board of Directors (together
with any such individuals whose election by the Board of Directors or whose
nomination for election by the stockholders of the Company was approved by a
majority of the directors then still in office who were directors on the date
hereof or persons whose election as directors or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office, (iii) a tender or exchange offer made to the
stockholders of the Company, or (iv) the Company enters into an agreement for
the consolidation of the Company with, or merger of the Company with or into,
another corporation, or the sale, lease or conveyance to another corporation of
the property and assets of any nature of the Company as an entirety or
substantially as an entirety, the Holder shall be entitled to exercise this
Warrant in whole or in part and purchase shares of Common Stock immediately upon
prior written notice to the Company. The Holder shall effect exercise by
surrendering this Warrant (or such portions thereof) to be exercised together
with the Form of Election to Purchase, which shall specify the number of shares
of Common Stock to be purchased and the Date of Exercise (which shall be no less
than five (5) days from the date of such notice).
4. Registration Rights. The Warrants and the shares underlying this
-------------------
Warrant are subject to the rights and benefits of that certain Registration
Rights Agreement dated March 30, 1999 by and among the Company and the
Purchasers (as defined in such Registration Rights Agreement).
5. Payment of Taxes. The Company will pay all documentary stamp taxes
----------------
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; 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, and the Company shall not be required to issue or cause to be issued
or deliver or cause to be delivered the certificates for Warrant Shares unless
or until the person or persons requesting the issuance 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. 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.
6. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
----------------------
destroyed, the Company may in its discretion 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
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only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction and indemnity, if reasonably satisfactory to it.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
charges as the Company may prescribe.
7. Reservation of Warrant Shares. The Company covenants that it will at
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all times reserve and keep available out of its authorized and unissued 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 then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other actual contingent purchase rights of persons
other than the Holders (taking into account the adjustments and restrictions of
Section 8). The Company covenants that all Warrant Shares that shall be 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 shall provide
for and maintain the listing of the Common Stock, including the Warrant Shares,
upon the American Stock Exchange (or any other securities exchange or automated
quotation system which is the principal exchange or system on which the Common
Stock is then traded or listed).
8. 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 8. Upon each such adjustment of the Exercise
Price pursuant to this Section 8, the Holder shall thereafter prior to the
Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(a) If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend or otherwise make a distribution or distributions
on shares of its Common Stock (as defined below), (ii) subdivide outstanding
shares of Common Stock into a larger number of shares, or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding after such event.
Any adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination, and shall apply to
successive subdivisions and combinations.
(b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value,
or as a result of a subdivision or combination covered by (a) above, but
including any change in the shares into one or more classes or series of
shares), or in case of any consolidation or merger of another
4
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive shares of stock (other than Common Stock), other securities,
property or cash) of the shares of Common Stock (other than a change in par
value, or as a result of a subdivision or combination covered by (a) above, but
including any change in the shares into one or more classes or series of
shares), then the Holder shall have the right thereafter to exercise this
Warrant only into the shares of stock and other securities of the Company and
property receivable or deemed to be held by holders of Common Stock following
such reclassification, change, consolidation, or merger, and the Holder shall
thereafter upon exercise of this Warrant be entitled to receive such amount of
securities or property attributable to the number of Warrant Shares such Holder
would have been entitled to receive had such Holder exercised this Warrant
immediately prior to such action. The terms of any such reclassification or
other action shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 8(b)
upon any exercise following any such reclassification or other action.
(c) In case of any consolidation of the Company with, or merger of
the Company with or into, another corporation (other than a merger or
consolidation in which the Company is the surviving or continuing corporation),
or in case of any sale, lease or conveyance to another corporation of the
property and assets of any nature of the Company as an entirety or substantially
as an entirety, such successor, leasing or purchasing corporation, as the case
may be, shall (i) execute and deliver to the Holder an agreement providing that
the Holder shall have the right thereafter to receive upon exercise of this
Warrant solely the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such consolidation,
merger, sale, lease or conveyance by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, lease or conveyance, and (ii) make effective
provision in its certificate of incorporation or otherwise, if necessary, to
effect such agreement. Such agreement shall provide for adjustments which shall
be as nearly equivalent as practicable to the adjustments in this Section 8.
(d) If the Company, at any time while this Warrant is outstanding,
shall distribute to all holders of Common Stock (and not to holders of this
Warrant) evidences of its indebtedness or assets or rights or warrants to
subscribe for or purchase any security (excluding those referred to in Sections
8(a), (b) and (e)), then in each such case the Exercise Price shall be
determined by multiplying the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the Exercise Price
determined as of the record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
a nationally recognized or major regional investment banking firm or firm of
independent certified public accountants of recognized standing (which may be
the firm that regularly examines the financial statements of the Company) (an
"APPRAISER") mutually selected in good faith by the holders of a majority in
---------
interest of the Warrants then outstanding and the Company. Any determination
made by the Appraiser shall be final and binding upon the Company and the
Holder.
5
(e) If, at any time while this Warrant is outstanding, the Company
shall issue or cause to be issued rights or warrants to acquire or otherwise
sell or distribute shares of Common Stock to all holders of Common Stock for a
consideration per share less than the Exercise Price then in effect, then,
forthwith upon such issue or sale, the Exercise Price shall be reduced to the
price (calculated to the nearest cent) determined by dividing (i) an amount
equal to the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such issue or sale multiplied by the Exercise Price, and
(B) the consideration, if any, received or receivable by the Company upon such
issue or sale by (ii) the total number of shares of Common Stock outstanding
immediately after such issue or sale.
(f) For the purposes of this Section 8, the following clauses shall
also be applicable:
(i) Record Date. In case the Company shall take a record of the
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holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock or in securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities convertible or exchangeable into shares
of Common Stock, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.
(ii) Treasury Shares. The number of shares of Common Stock
---------------
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.
(g) All calculations under this Section 8 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.
If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock; or
(ii) the Company shall declare a special nonrecurring cash
dividend on its Common Stock; or
(iii) the Company shall authorize the granting to all
holders of the Common Stock rights or warrants to
subscribe for or purchase any shares of capital stock
of any class or of any rights; or
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(iv) the approval of any stockholders of the Company shall
be required in connection with any reclassification or
change of the shares of Common Stock issuable upon
exercise of this Warrant (other than a change in par
value, or as a result of a subdivision or combination,
but including any change in the shares into one or more
classes or series of shares), or any consolidation or
merger of another corporation with the Company; or
(v) the Company shall authorize the voluntary dissolution,
liquidation or winding up of the affairs of the
Company,
then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least 45 calendar days prior
to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or
close, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up; provided, however, that the failure to mail such notice or any
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defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.
9. Fractional Shares. The Company shall not be required to issue or
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cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 9, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.
10. Notices. Any and all notices or other communications or deliveries
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hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (Eastern Standard Time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section later than 4:30 p.m. (Eastern Standard Time) on any date and earlier
than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (1) if
to the
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Company, to Organogenesis Inc., 000 Xxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
Attention: Chief Financial Officer (or to facsimile no. (000) 000-0000) with a
copy to Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx,
Xxxxxx, XX 00000, Attention: Xxxx X. Xxxxxxx, Esquire and Xxxx X. Xxxxxx,
Esquire (or facsimile no. (000) 000-0000) or (ii) if to the Holder, to the
Holder at the address or facsimile number appearing on the Warrant Register or
such other address or facsimile number as the Holder may provide to the Company
in accordance with this Section 10 with a copy to Xxxxxx Xxxxx Xxxxxxxx &
Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attn: Xxxx X. Xxxxx,
Esquire (or facsimile No.: (000) 000-0000).
11. Warrant Agent.
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(a) 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.
(b) 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.
12. Miscellaneous.
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(a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing signed by the Company and the Holder.
(b) Subject to Section 12(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant; this
Warrant shall be for the sole and exclusive benefit of the Company and the
Holder.
(c) This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without
regard to the principles of conflicts of law thereof.
(d) 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) 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
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commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.
(f) Nothing contained in this Warrant shall be construed as
conferring upon the holder hereof the right to vote or to consent as
stockholders in respect of the meetings of stockholders or the election of
members of the Board of Directors of the Company or any other matter, or any
rights whatsoever as stockholders of the Company or as imposing any obligation
on such holder to purchase any securities or as imposing any liabilities on such
holder as a stockholder of the Company, whether such obligation or liabilities
are asserted by the Company or by creditors of the Company. Notwithstanding the
foregoing, the Company will furnish to each holder of any Warrants, promptly
upon their becoming available, copies of all financial statements, reports,
notices and proxy statements sent or made available generally by the Company to
its stockholders or otherwise filed pursuant to the provisions of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
[THIS SPACE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its duly authorized officer on the date first written above.
ORGANOGENESIS INC.
By: _______________________________________
Xxxxxxx X. Xxxxx, Chairman and Chief
Executive Officer
ATTEST:
___________________
[Seal]
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FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)
To Organogenesis Inc.:
In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _____________
shares of Common Stock, .01 par value ("COMMON STOCK"), of Organogenesis Inc.
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and encloses herewith $________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) for the number of shares of Common Stock to which this Form of Election
to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.
The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
__________________________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
If the number of shares of Common Stock issuable upon this exercise shall
not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a New Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
Dated: _______________, _____ ____________________________________________
(Signature)
(Print)_____________________________________
(By:)_______________________________________
(Name:)_____________________________________
(Title:)__________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)
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FORM OF ELECTION TO TRANSFER
----------------------------
[To be completed and signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of Organogenesis Inc.
to which the within Warrant relates and appoints ________________ attorney to
transfer said right on the books of Organogenesis Inc. 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:
__________________________________
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