AMENDED AND RESTATED NOTE CONVERSION AND AMENDMENT AGREEMENT
AMENDED
AND RESTATED NOTE CONVERSION AND AMENDMENT AGREEMENT
This
AMENDED AND RESTATED NOTE
CONVERSION AND AMENDMENT
AGREEMENT (this “Agreement”),
effective as of the Effective Date (as defined below), is made by and among
GENTA INCORPORATED, a
Delaware corporation (the “Company”), and the
undersigned parties whose names are set forth on Exhibit A attached
hereto (each a “Holder” and
collectively the “Holders”).
WHEREAS, the Company
previously entered into the June 2008 Purchase Agreement, the April 2009
Purchase Agreement, the April 2009 Consent Agreement, the July 2009 Purchase
Agreement, the July 2009 Registration Rights Agreement and the September 2009
Registration Rights Agreement and previously issued the June 2008 Notes, the
April 2009 Notes, the July 2009 Notes and the September 2009 Notes (each as
defined below) (collectively, the “Prior Financing
Documents”);
WHEREAS, on March 9, 2010, the
Company raised $25,000,000 through the private placement of securities
consisting of Senior Secured Convertible Promissory Notes, Senior Unsecured
Convertible Promissory Notes and Debt Warrants to Purchase Senior Unsecured
Convertible Promissory Notes (the “March 2010
Financing”) pursuant to the terms of that certain Securities Purchase
Agreement dated March 5, 2010 by and among the Company and the purchasers whose
names are set forth on Exhibit A thereto (the “Securities Purchase
Agreement”);
WHEREAS, the undersigned
Holders that are parties to the Prior Financing Documents agreed to amend
certain provisions of the Prior Financing Documents as set forth in the Note
Conversion and Amendment Agreement effective as of March 9, 2010 (the “Prior
Agreement”);
WHEREAS, the Company and the
undersigned Holders wish to amend and restate the Prior Agreement to alter the
conversion obligations of the Holders with respect to the 2009 Notes;
and
WHEREAS, the undersigned
Holders represent the required threshold to amend the Prior
Agreement.
NOW, THEREFORE, in
consideration of the premises and mutual covenants herein below, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions.
(a) “2009 Notes” means the
April 2009 Notes, July 2009 Notes and September 2009 Notes.
(b) “April 2009 Consent
Agreement” means that certain Consent Agreement dated as of April 2,
2009, by and among the Company and the Purchasers listed on Exhibit A thereto,
as amended.
1
(c) “April 2009 Notes”
means the Company’s Senior Secured Convertible Promissory Notes due April 2,
2012, as amended.
(d) “April 2009 Purchase
Agreement” means that certain Securities Purchase Agreement dated as of
April 2, 2009, by and among the Company and the Purchasers listed on Exhibit A
thereto, as amended.
(e) “Common Stock” means
the common stock of the Company, par value $0.001 per share.
(f) “Effective Date” means
the date and time this Agreement has been executed and delivered by the Company
and the Holders representing at least two thirds of the currently outstanding
principal amount of the 2009 Notes.
(g) “Debt Warrants” has
the meaning set forth in the Securities Purchase Agreement.
(h) “July 2009 Buyers”
means the buyers listed on Schedule I to the July 2009 Registration Rights
Agreement.
(i) “July 2009 First Closing
Notes” means July 2009 Notes issued by the Company on July 7,
2009.
(j) “July 2009 Notes”
means the Company’s Unsecured Subordinated Convertible Promissory Notes due July
7, 2011, as amended, issued by the Company on July 7, 2009 and September 4, 2009
pursuant to the July 2009 Purchase Agreement.
(k) “July 2009 Purchase
Agreement” means that certain Securities Purchase Agreement dated July 7,
2009, as amended, by and among the Company and the Purchasers listed on Exhibit
A thereto.
(l) “July 2009 Registrable
Securities” means the Registrable Securities as defined in the July 2009
Registration Rights Agreement.
(m) “July 2009 Registration
Rights Agreement” means that certain Registration Rights Agreement dated
as of July 7, 2009, by and among the Company and the Buyers listed on Schedule I
attached thereto, as the same may be amended from time to time.
(n) “July 2009 Second Closing
Notes” means July 2009 Notes issued by the Company on September 4,
2009.
(o) “June 2008 Notes”
means the Company’s Senior Secured Convertible Notes due June 9, 2011, as
amended.
(p) “June 2008 Purchase
Agreement” means that certain Securities Purchase Agreement dated as of
June 5, 2008, by and among the Company and the Purchasers listed on Exhibit A
thereto, as amended.
2
(q) “September 2009
Buyers” means the buyers listed on Schedule I to the September 2009
Registration Rights Agreement, as may be amended from time to time.
(r) “September 2009 Notes”
means the Company’s Unsecured Subordinated Convertible Notes due July 7, 2011
issued by the Company pursuant to that certain Securities Purchase Agreement
dated September 4, 2009 by and among the Company and the Purchasers listed on
Exhibit A thereto.
(s) “September 2009 Registrable
Securities” means the Registrable Securities as defined in the September
2009 Registration Rights Agreement.
(t) “September 2009 Registration
Rights Agreement” means that certain Registration Rights Agreement dated
as of September 4, 2009, by and among the Company and the Buyers listed on
Schedule I attached thereto, as the same may be amended from time to
time.
(u) “Signing Day” shall
mean the effective date of the Securities Purchase Agreement.
(v) “Trading Day” shall
have the meaning given to such term in the B Notes, as defined in the Securities
Purchase Agreement.
2. Conversion of Outstanding
Notes.
(a) On
April 20, 2010 (the “Initial Conversion
Date”), each Holder agrees to convert sixteen twenty-eighths (16/28) of
the outstanding aggregate principal amount of the 2009 Notes held by such Holder
immediately prior to the conversion set forth in this section (the “Initial Conversion
Amount”), subject to the limitations set forth in Section 3.4 of each
such 2009 Note, and agrees to deliver on such date a notice of conversion
pursuant to each such 2009 Note being converted (with such Holder able to select
which 2009 Notes shall be converted pursuant to this section), which notice of
conversion shall be irrevocable.
(b) On
April 21, 2010, each Holder agrees to convert, subject to the limitations set
forth in Section 3.4 of each such 2009 Note, an additional amount of 2009 Notes
held by such Holder equal to the difference between (A) such Holder’s Initial
Conversion Amount and (B) the amount of 2009 Notes actually converted under
Section 2(a) above by such Holder on the Initial Conversion Date, and agrees to
deliver on such date a notice of conversion pursuant to each such 2009 Note
being converted (with such Holder able to select which 2009 Notes shall be
converted pursuant to this section), which notice of conversion shall be
irrevocable.
(c) Each
Holder agrees not to sell, assign or transfer any shares of Common Stock then
held by such Holder, including, without limitation, any of the shares of Common
Stock received upon conversion of their 2009 Notes in accordance with Sections
2(a) and 2(b) above, or any interest therein, during the period beginning on the
Initial Conversion Date and ending at 11:59 pm Eastern Time on April 26,
2010.
3
3. Conversion
Limitations. In addition to any other limitations on
conversion of the 2009 Notes, each Holder holding 2009 Notes hereby agrees that
such Holder will not convert any 2009 Note on any day (the “Conversion Test
Date”) to the extent that, together with all prior conversions under such
2009 Note and all other conversions of 2009 Notes effected by the Holder on or
after March 10, 2010, the total amount of such Holder’s 2009 Notes that has been
converted on or prior to the Conversion Test Date and after March 10, 2010
(rounded to the nearest $0.01) exceeds the product (rounded to the nearest
$0.01) of (A) one twenty-eighth (1/28) of the aggregate principal amount of such
2009 Notes on the Signing Day multiplied by (B) the number of whole or partial
Weeks elapsed since March 10, 2010; provided that,
notwithstanding the foregoing restriction, any Holder that converted less than
such Holder’s Initial Conversion Amount pursuant to Section 2 hereof as a result
of the limitations set forth in Section 3.4 of the 2009 Notes shall, in addition
to the amounts set forth in this paragraph, be permitted to convert an
additional amount of 2009 Notes at any time and from time to time during the
sixteen weeks following April 20, 2010 up to a total aggregate amount under this
proviso equal to the difference between the actual amount of 2009 Notes
converted by such Holder pursuant to Section 2 hereof and such Holder’s Initial
Conversion Amount. For purpose of this Section 3 a “Week” shall mean any
seven consecutive calendar day period.
4. Amendment to the June 2008
Purchase Agreement. The Company and the undersigned Holders,
holding at least two-thirds of the principal amount of the currently outstanding
June 2008 Notes, hereby amend Section 3.15(c) of the June 2008 Purchase
Agreement by inserting the following sentence immediately following the last
sentence of Section 3.15(c):
“The
rights under this Section 3.15(c) shall terminate and be of no further force and
effect immediately prior to the Closing Date (as defined in that certain
Securities Purchase Agreement dated as of March 5, 2010, by and among the
Company and the Purchasers listed on Exhibit A thereto, as
amended).”
5. Amendment to the June 2008
Notes.
(a) The
Company and the undersigned Holders of currently outstanding June 2008 Notes
hereby amend each June 2008 Note to delete the reference to “June 9, 2010” in
the last sentence of the preamble to and replace such date with “June 9,
2011.”
(b) In
consideration of the amendment set forth in Section 5(a), promptly following the
Effective Date, the Company shall issue to each of the holders of currently
outstanding June 2008 Notes a warrant to purchase shares of Common Stock
substantially in the form attached hereto as Exhibit B (the “Warrants”). Each
such Warrant shall be exercisable for a number of shares of Common Stock equal
to one hundred percent (100%) of the shares of Common Stock that would be
issuable if such holder converted all of the outstanding principal and interest
underlying all of such holder’s June 2008 Notes on the Effective Date (without
regard to any restriction on conversion contained therein).
6. Amendment to the April 2009
Purchase Agreement. The Company and the undersigned Holders,
holding at least 66 2/3% of the currently outstanding principal amount of the
April 2009 Notes hereby:
4
(a) amend
Section 1.2(b) of the April 2009 Purchase Agreement by deleting Section 1.2(b)
in its entirety and replacing Section 1.2(b) with the following:
“(b) Each
of the Purchasers shall have the option (the “Purchase Option”), in
each such Purchaser’s sole discretion, to purchase Senior Unsecured Convertible
Promissory Notes in substantially the form attached hereto as Exhibit H (the “F Notes”) in the
principal amount of up to the amount set forth opposite such Purchaser’s name on
Exhibit A in
one or more closings (each an “Additional Closing”,
and along with the First Closing, each a “Closing”). The
Purchase Option shall be exercisable at any time and from time to time on or
prior to the later of (i) the date that is two weeks after the Company’s public
release of final top-line survival results from the Company’s Phase 3 trial of
Genasense® plus chemotherapy in advanced melanoma, known as AGENDA, and (ii)
March 30, 2011. The issuance of the F Notes at any Additional Closing
shall be made on the terms and conditions set forth in this Agreement, and the
representations and warranties of the Company set forth in Article 3 and the
representations and warranties of the Purchasers in Article 4 hereof shall speak
as of the date of such Additional Closing.”; and
(b) insert
the form of note in the form attached hereto as Exhibit C as a
new “Exhibit H”
to the April 2009 Purchase Agreement.
7. Amendment to the April 2009
Consent Agreement. The Company and the undersigned Holders,
representing two-thirds of the currently outstanding and unexercised Purchase
Rights (as defined in the April 2009 Consent Agreement) and the currently
outstanding principal amount of the New Notes (as defined in the April 2009
Consent Agreement) issued upon exercise of the Purchase Rights,
hereby:
(a) amend
Section 4 of the April 2009 Consent Agreement by deleting Section 4 in its
entirety and replacing Section 4 with the following:
“4. Note Purchase
Right. At any time, and from time to time after the
Authorization Date (as defined in the Purchase Agreement) each of the Holders
who are not natural persons (the “Institutional
Holders”) shall have the right (the “Purchase Right”), in
each such Institutional Holder’s sole discretion, upon written notice to the
Company (“Purchase
Notice”), to purchase one or more Senior Unsecured Convertible Promissory
Notes in substantially the form attached hereto as Exhibit B (the “F Notes”) in an
aggregate principal amount up to that amount set forth opposite such
Institutional Holder’s name on Exhibit A hereto, in
one or more closings (each a “Closing”). The
Purchase Right shall be exercisable at any time and from time to time on or
prior to the later of (i) the date that is two weeks after the Company’s public
release of final top-line survival results from the Company’s Phase 3 trial of
Genasense® plus chemotherapy in advanced melanoma, known as AGENDA, and (ii)
March 30, 2011. At each Closing, the Company shall issue and sell to
the Institutional Holder purchasing notes at such Closing a F Note having the
principal amount set forth in the Purchase Exercise Notice. At each
such Closing, the purchasing Institutional Holder shall deliver the purchase
price for the F Note, which shall equal the principal amount thereof, by wire
transfer of immediately available funds to the Company. The Closing
shall take place on the date specified in the Purchase Notice, which shall not
be less than five Trading Days (as defined in the F Note) from the date on which
the Purchase Notice is delivered.”; and
5
(b) insert
the form of note in the form attached hereto as Exhibit C as a
new “Exhibit B”
to the April 2009 Consent Agreement.
8. Amendment to the July 2009
Registration Rights Agreement. The Company and the undersigned
Holders, representing the July 2009 Buyers currently holding at least two-thirds
of the July 2009 Registrable Securities, hereby amend the July 2009 Registration
Rights Agreement as follows:
(a) Section
3(c) is hereby amended by inserting the following sentence immediately following
the last sentence of Section 3(c):
“The
Company’s obligation to file a Registration Statement covering the resale of Cut
Back Securities under this Section 3(c) shall expire on the earlier of the
Expiration Date and the Registration Release Date (each as defined in that
certain Securities Purchase Agreement dated as of March 5, 2010, by and among
the Company and the Purchasers listed on Exhibit A thereto, as
amended).”
(b) The
words “If at any time during the Registration Period” in the first sentence of
Section 10(c) are hereby replaced with the words “If at any time during the
Registration Period and prior to the earlier of the Expiration Date and the
Registration Release Date”.
9. Amendment to the September
2009 Registration Rights Agreement. The Company and the
undersigned Holders, representing the September 2009 Buyers currently holding at
least two-thirds of the September 2009 Registrable Securities, hereby amend the
September 2009 Registration Rights Agreement as follows:
(a) Section
3(c) is hereby amended by inserting the following sentence immediately following
the last sentence of Section 3(c):
“The
Company’s obligation to file a Registration Statement covering the resale of Cut
Back Securities under this Section 3(c) shall expire on the earlier of the
Expiration Date and the Registration Release Date (each as defined in that
certain Securities Purchase Agreement dated as of March 5, 2010, by and among
the Company and the Purchasers listed on Exhibit A thereto, as
amended).”
(b) The
words “If at any time during the Registration Period” in the first sentence of
Section 10(c) are hereby replaced with the words “If at any time during the
Registration Period and prior to the earlier of the Expiration Date and the
Registration Release Date”.
6
10. Outstanding
Securities. Each undersigned Holder represents and warrants
that as of the Effective Date, such Holder holds the Company’s securities in the
amounts set forth on such Holder’s signature page hereto.
11. Specific Performance;
Consent to Jurisdiction; Venue.
(a) The
Company and the Holders acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof
without the requirement of posting a bond or providing any other security, this
being in addition to any other remedy to which any of them may be entitled by
law or equity.
(b) The
parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in New York County, New York,
and the parties irrevocably waive any right to raise forum non conveniens or any
other argument that New York is not the proper venue. The parties
irrevocably consent to personal jurisdiction in the state and federal courts of
the state of New York. The Company and each Holder consent to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing in this Section 11(b) shall affect or limit any right to
serve process in any other manner permitted by law. The Company and
the Holders hereby agree that the prevailing party in any suit, action or
proceeding arising out of or relating to this Agreement or the other Transaction
Documents, shall be entitled to reimbursement for reasonable legal fees from the
non-prevailing party. The parties hereby waive all rights to a trial
by jury.
12. Entire Agreement;
Amendment. This Agreement contains the entire understanding and agreement
of the parties with respect to the matters covered hereby and, except as
specifically set forth herein, neither the Company nor any Holder make any
representation, warranty, covenant or undertaking with respect to such matters,
and they supersede all prior understandings and agreements with respect to said
subject matter, all of which are merged herein. No provision of this
Agreement may be waived or amended other than by a written instrument signed by
the Company and the Holders of at least two-thirds of the then-outstanding 2009
Notes; provided
that if any of
the rights under this Agreement of any Holder then holding 2009 Notes are
materially diminished or the obligations under this Agreement of any Holder then
holding 2009 Notes are materially increased by such waiver or amendment, in each
case in a manner that is not similar in all material respects to the effect on
the rights or obligations of other Holders, then such waiver or amendment shall
not be effective with respect to such adversely affected Holder without the
written consent of such adversely affected Holder. The Holders
acknowledge that any amendment or waiver effected in accordance with this
section shall be binding upon each Holder (and their permitted assigns) and the
Company, including, without limitation, an amendment or waiver that has an
adverse effect on any or all Holders. Except as amended herein, the
June 2008 Purchase Agreement, the June 2008 Notes, the April 2009 Purchase
Agreement, the April 2009 Notes, the April 2009 Consent Agreement, the July 2009
Notes, the July 2009 Registration Rights Agreement, the September 2009 Notes and
the September 2009 Registration Rights Agreement shall remain in full force and
effect.
7
13. Notices. Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery by telecopy or facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
|
If
to the Company or its Subsidiaries:
|
Genta
Incorporated
|
|
000
Xxxxxxx Xxxxx
|
|
|
Xxxxxxxx
Xxxxxxx, XX 00000
|
|
|
Attention:
Xxxxxxx X. Xxxxxxx, Xx., M.D.
|
|
|
Telephone
No.: (000) 000-0000
|
|
|
Telecopy
No.: (000) 000-0000
|
|
|
with
copies to:
|
Xxxxxx,
Xxxxx & Xxxxxxx LLP
|
|
000
Xxxxxxxx Xxxxxx
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
Attention:
Xxxxxx Xxxxxx
|
|
|
Telephone
No.: (000) 000-0000
|
|
|
Telecopy
No.: (000) 000-0000
|
|
|
If
to any Holder:
|
At
the address of such Holder set forth on Exhibit A to this Agreement, with
copies to Holder’s counsel as set forth on Exhibit
A or as specified in writing by such Holder, with a copy
to:
|
|
With
a copy to:
|
Xxxxxx
Godward Kronish LLP
|
|
0000
Xxxxxxxx Xxxx
|
|
|
Xxx
Xxxxx, XX 00000
|
|
|
Attention:
Xxxxx Xxxxxxxxxxx
|
|
|
Telephone
No.: (000) 000-0000
|
|
|
Telecopy
No.: (000) 000-0000
|
Any party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.
14. Waivers. No
waiver by a party of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it
thereafter.
8
15. Headings. The
article, section and subsection headings in this Agreement are for convenience
only and shall not constitute a part of this Agreement for any other purpose and
shall not be deemed to limit or affect any of the provisions
hereof.
16. Successors and
Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns. The Holders
may assign the rights under this Agreement without the consent of the
Company.
17. No Third Party
Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.
18. Governing
Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to any of the conflicts of law principles which would result in the
application of the substantive law of another jurisdiction. This
Agreement shall not be interpreted or construed with any presumption against the
party causing this Agreement to be drafted.
19. Counterparts. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to the other
parties hereto, it being understood that all parties need not sign the same
counterpart.
20. Publicity. The
Company agrees that it will not disclose, and will not include in any public
announcement, the names of the Holders without the consent of the Holders, which
consent shall not be unreasonably withheld or delayed, or unless and until such
disclosure is required by law, rule or applicable regulation, and then only to
the extent of such requirement. Notwithstanding the foregoing, the
Holders consent to being identified in any filings the Company makes with the
SEC to the extent required by law or the rules and regulations of the
SEC.
21. Severability. The
provisions of this Agreement are severable and, in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement and this Agreement shall be reformed and construed
as if such invalid or illegal or unenforceable provision, or part of such
provision, had never been contained herein, so that such provisions would be
valid, legal and enforceable to the maximum extent possible.
22. Further
Assurances. From and after the date of this Agreement, upon
the request of the Holders or the Company, the Company and each Holder shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.
9
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
10
IN WITNESS WHEREOF, the
parties have caused this AMENDED AND RESTATED NOTE CONVERSION AND AMENDMENT
AGREEMENT to be executed as of the Effective Date.
|
GENTA
INCORPORATED
|
|
|
By:
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxxx, Xx., M.D.
|
|
Title:
|
Chairman
and Chief Executive
Office
|
[SIGNATURE
PAGES CONTINUE]
[HOLDER
SIGNATURE PAGES TO THE
AMENDED
AND RESTATED NOTE CONVERSION AND AMENDMENT AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Amended and Restated Note
Conversion and Amendment Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.
Name of
Holder:__________________________________________________________________________
Signature of Authorized Signatory of
Holder:___________________________________________________
Name of
Authorized
Signatory:______________________________________________________________
Title of
Authorized
Signatory:_______________________________________________________________
Email
Address of
Holder:___________________________________________________________________
Fax
Number of
Holder:_____________________________________________________________________
Principal
Amount of June 2008 Notes Currently
Held:______________________________________________
Principal
Amount of April 2009 Notes Currently
Held:______________________________________________
Amount of
Purchase Options Currently Held:
___________________________________________________
Amount of
Purchase Rights Currently
Held:_____________________________________________________
Number of
July 2009 First Closing Notes Currently
Held:____________________________________________
Number of
July 2009 Second Closing Notes Currently
Held:_________________________________________
Number of
July 2009 Registrable Securities Currently
Held:__________________________________________
Number of
September 2009 Notes Currently
Held:_________________________________________________
Number of
September 2009 Registrable Securities Currently
Held:_____________________________________
Address
for Notice of Holder:
Address
for Delivery of Securities for Holder (if not same as address for
notice):
[SIGNATURE
PAGES CONTINUE]
EXHIBIT
A
HOLDERS
EXHIBIT
B
FORM
OF WARRANT
EXHIBIT
C
FORM
OF F NOTE
