EXHIBIT 4.5
VOID AFTER 5:00 P.M. NEW YORK TIME ON _________________, 2002
WARRANTS TO PURCHASE COMMON STOCK
W________ _________ Warrants
PROGENITOR, INC.
CUSIP _________
THIS CERTIFIES THAT FOR VALUE RECEIVED _____________________ or registered
assigns, is the registered holder of the number of Warrants ("Warrants") set
forth above. Each Warrant initially entitles the registered holder thereof to
purchase from Progenitor, Inc., a corporation incorporated under the laws of the
State of Delaware (the "Company"), subject to the terms and conditions set forth
hereinafter and in the Warrant Agreement (as hereinafter defined), one fully
paid and nonassessable share of Common Stock, $0.001 par value, of the Company
("Common Stock") upon presentation and surrender of this Warrant Certificate
with the Subscription Form on the reverse hereof duly executed, at any time
prior to 5:00 p.m., New York Time, on ___________, 2002 or, if such Warrant is
redeemed as provided in the Warrant Agreement, at any time prior to the
effective time of such redemption, at the stock transfer office of American
Stock Transfer & Trust Company, Warrant Agent of the Company (the "Warrant
Agent"), or of its successor warrant agent or, if there be no successor warrant
agent, at the corporate offices of the Company, and upon payment of the Exercise
Price (as defined in the Warrant Agreement) paid either in cash, or by certified
or official bank check, payable in lawful money of the United States of America
to the order of the Company. Each Warrant initially entitles the holder to
purchase one share of Common Stock for $______________. In the event of certain
contingencies provided for in the Warrant Agreement, the Exercise Price or the
number and kind of securities or other property for which the Warrants are
exercisable are subject to adjustment or modification. The Company may redeem
any or all outstanding and unexercised Warrants at any time after
_______________, 1998 if the Market Price (as defined in the Warrant Agreement)
equals or exceeds $________________ for each of the 30 consecutive trading days
immediately preceding the third day before the date of notice of such
redemption, upon 30 days' notice, at a price equal to $0.01 per Warrant.
This Warrant Certificate is subject to all of the terms, provisions and
conditions of the Warrant Agreement, dated as of _______________, 1997 ("Warrant
Agreement"), between the Company and the Warrant Agent, to all of which terms,
provisions and conditions the registered holder of this Warrant Certificate
consents by acceptance hereof. The Warrant Agreement is incorporated herein by
reference and made a part hereof and reference is made to the Warrant Agreement
for a full description of the rights, limitations of rights, obligations, duties
and immunities of the Warrant Agent, the Company and the holders of the Warrant
Certificates.
1
Copies of the Warrant Agreement are available for inspection at the stock
transfer office of the Warrant Agent or may be obtained upon written request
addressed to the Company at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, Attention:
President and Chief Executive Officer.
The Company shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractions of Warrants, Common
Stock or other securities, but shall make adjustment therefor in cash on the
basis of the current market value of any fractional interest as provided in the
Warrant Agreement.
In certain cases, the sale of securities by the Company upon exercise of
Warrants would violate the securities laws of the United States, certain states
thereof or other jurisdictions. The Company has agreed in the Warrant Agreement
that, among other things: (a) it will use its best efforts either (i) to
maintain the effectiveness of the Registration Statement and, to the extent
required under applicable law, to keep such Registration Statement current,
through the Expiration Date or until such time as no Warrants remain outstanding
or (ii) to prepare and file with the Securities and Exchange Commission a
registration statement and the prospectuses used in connection therewith as may
be necessary to keep such registration statement with respect to the Equity
Securities to be delivered upon the exercise of the Warrants effective and, to
the extent required under applicable law, to keep such registration statement
current from the date of issuance thereof through the Expiration Date or until
such earlier time as no Warrants remain outstanding; and (b) as expeditiously as
possible, it will register or qualify the Equity Securities to be delivered upon
exercise of the Warrants under the securities or Blue Sky laws of each
jurisdiction in which such registration or qualification is necessary and use
its best efforts to maintain all such registrations or qualifications in effect
from the date of issuance thereof through the Expiration Date or until such
earlier time as no Warrants remain outstanding; PROVIDED, that in no event shall
the Company be obligated to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action which would subject it to general
service of process in any jurisdiction where it is not now so subject. However,
the Company will not be required to honor the exercise of Warrants if, in the
opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful.
This Warrant Certificate, with or without other Certificates, upon
surrender to the Warrant Agent, any successor warrant agent or, in the absence
of any successor warrant agent, at the corporate offices of the Company, may be
exchanged for another Warrant Certificate or Certificates evidencing in the
aggregate the same number of Warrants as the Warrant Certificate or Certificates
so surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.
No holder of this Warrant Certificate, as such, shall be entitled to vote,
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose whatsoever, nor shall anything
2
contained in the Warrant Agreement or herein be construed to confer upon the
holder of this Warrant Certificate, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise) or to receive notice
of meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Warrants evidenced by this Warrant Certificate shall have been
exercised and the receipt by the Warrant Agent of the Exercise Price.
The Company shall not be required to issue or deliver any certificate for
shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the holder of this Warrant Certificate pursuant to the
Warrant Agreement shall have been paid, such tax being payable by the holder of
this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Warrant Agent.
This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or by facsimile signatures of the proper officers of the
Company and a facsimile of its corporate seal to be imprinted hereon.
Dated: , 1997.
------------------------
PROGENITOR, INC.
By:
------------------------------------
President and Chief Executive Officer
Attest:
--------------------------------
Secretary
Countersigned
------------------------------
, as Warrant Agent
------------
By:
------------------------
Authorized Officer
[FORM OF REVERSE OF WARRANT CERTIFICATE]
3
SUBSCRIPTION FORM
To Be Executed by the Registered Holder
in Order to Exercise Warrants
The undersigned Registered Holder hereby irrevocably elects to exercise
_____________ of the Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
---------------------
---------------------
---------------------
---------------------
[please print or type name and address]
and be delivered to
---------------------
---------------------
---------------------
---------------------
[please print or type name and address]
and if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.
4
If applicable, the undersigned represents that the exercise of the Warrants
evidenced hereby was solicited by a member of the National Association of
Securities Dealers, Inc. If not solicited by an NASD member, please leave blank
or write "unsolicited" in the space below.
------------------------------------
(Name of NASD Member)
Dated:
-------------------------
------------------------------
------------------------------
------------------------------
Address
------------------------------
Taxpayer Identification Number
------------------------------
Signature Guaranteed
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.
5
ASSIGNMENT
To Be Executed by the Registered Holder
in Order to Assign Warrants
FOR VALUE RECEIVED, _______________ hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
---------------------
---------------------
---------------------
---------------------
[please print or type name and address]
_________________ of the Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints______________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.
Dated:---------------------------
-------------------------------
Signature Guaranteed
-------------------------------
THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.
6
