1
EXHIBIT 4.12
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ACCORDINGLY, MAY BE TRANSFERRED ONLY IN A
TRANSACTION WHICH IS REGISTERED UNDER SUCH ACT OR IS EXEMPT FROM SUCH
REGISTRATION REQUIREMENT.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT
DATED JANUARY 29, 1988, A COPY OF WHICH CAN BE OBTAINED UPON REQUEST FROM THE
SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICES.
WARRANT
TO PURCHASE SHARES OF
COMMON STOCK OF LARGE SCALE BIOLOGY CORPORATION
Expiring: January 29,1998
This certifies that, for value received, Xxxxxx Xxxxxxxxx, or registered
assigns, its entitled, subject to the terms and conditions hereinafter set
forth, to purchase from Large Scale Biology Corporation, a corporation organized
and existing -under the laws of California, at any time after the Exercise Date
(as defined below), and on or before 5:00 p.m., Pacific Time on the expiration
Date (as defined below) 14,661 shares of the Company's Common Stock.
1
2
1. Exercise Period:
(a) This Warrant May be exercised at any time after February 1988
(the "Exercise Date").
(b) This Warrant shall expire unless notification of Warrantholder's
the exercise is given to the Company on or before the later of: (i) January 29,
1998, or (ii) that date which is five (5) years after the effective date of the
initial registration statement covering a public offering of the Company's
Common Stock, which registration statement calls for the registration and
continued reporting under Section 12 or 15(d) of the Securities Exchange Act of
1934 (the "Expiration Date"); provided however, the Warrants shall not expire
until at least 90 days after the effective date of a registration timely
requested under subsection 3.2(a) of the Warrant Agreement.
2. Exercise or Conversion of Warrant:
(a) Upon delivery of this Warrant duly executed, together with
payment in full, in lawful money of the United States, of the Exercise Price of
the shares of Common Stock being purchased, at the office of the Company, or at
such other address as the Company may designate by notice in writing to the
holder thereof, the holder of this Warrant shall be entitled to receive a
certificate or certificates for the shares of Common Stock so purchased. Such
shares shall be validly issued, fully paid and non-assessable. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the day of such delivery, and the holder hereof shall be deemed the
holder of record of the shares issuable upon such exercise at such time. This
Warrant may be exercised in Whole or in part and from time to time as the holder
may determine. Upon any partial exercise, this Warrant shall be surrendered and
a new certificate or certificates evidencing the right to Purchase the number of
shares not Purchased upon such exercise shall be issued to the holder.
(b) Upon delivery of this Warrant duly executed at the office of the
Company, or at such other address as the Company may designate by notice in
writing to the holder hereof, the holder of this Warrant shall have the right to
require the Company to convert this Warrant (the "Conversion Right"), in whole
but not in part, at any time or from time to time, prior to its expiration, into
shares of Common Stock as provided for in this Section 2(b). Upon exercise of
the Conversion Right, the Company shall deliver to the Warrantholder (without
Payment by the Warrantholder of any Exercise Price) that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the value of the
Warrant at the time the Conversion Right is exercised (determined by subtracting
the aggregate Exercise Price for the Warrant Shares in effect immediately prior
to the exercise of the Conversion Right from the aggregate Fair Market Value for
the Warrant Shares immediately prior to the exercise of the Conversion Right) by
(y) the Fair Market Value of one share of Common Stock immediately prior to the
exercise of the Conversion Right. For purposes hereof, the term "Warrant Shares"
shall mean the number of shares of Common Stock which the Warrantholder is
entitled to purchase under this Warrant, and the term "Fair Market Value" of a
share of Common Stock as of a particular date (the "Determination Date") shall
mean:
2
3
(i) If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") National Market System, then the closing or last sale price
respectively, reported for the business day immediately preceding the
Determination Date,
(ii) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market System but is traded in the over-the-counter
market, then the mean of the closing bid and asked prices reported for the
business day Immediately preceding the Determination Date.
(iii) If the Company's Common Stock is not publicly traded, then as
determined in good faith by the Company's Board of Directors upon a review of
relevant factors.
3. The Exercise Price hereof and the number of shares of Common Stock
issuable upon the exercise or conversion hereof shall be subject to adjustment
from time to time as hereinafter provided.
(a) If the Company should declare a dividend upon its Common Stock
which is payable in shares of its Common Stock, then the Exercise Price shall be
adjusted by multiplying the number of shares of Common Stock outstanding
immediately prior to such declaration by the then effective Exercise Price and
dividing the product thereof by the total number of shares of Common Stock
outstanding immediately after such declaration. The holder of this Warrant shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Common Stock (calculated to the nearest
whole share) obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares of Common Stock issuable upon
the exercise hereof immediately prior to such adjustment and dividing the
product thereof by the Exercise Price resulting from such adjustment.
(b) If the Company should subdivide or split its outstanding shares
of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision or split shall be proportionately reduced
and the number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such subdivision or split shall be proportionately
increased., and conversely, if the Company should combine the outstanding shares
of its Common Stock into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased
and the number of shares of Common Stock issuable upon the exercise of this
Warrant immediately prior to such combination shall be proportionately reduced.
(c) If the Company should issue shares of its Common Stock at a
price per share less than the Exercise Price in effect immediately prior to such
issuance (other than shares issued pursuant to an employee benefit plan), then
the Exercise Price shall be adjusted by dividing (1) the sum of (A) the total
number of shares of Common Stock outstanding immediately prior to such issuance
multiplied by the then effective Exercise Price and (B) the value of the
consideration received by the Company upon such issuance as determined by the
Board of Directors by (2) the total number of shares of Common Stock outstanding
immediately after such issuance. The holder of this Warrant shall thereafter be
entitled to purchase, at the
3
4
Exercise Price resulting from such adjustment, the number of shares of Common
Stock (calculated to the nearest whole share) obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by, the number of
shares of Common Stock issuable upon the exercise hereof immediately prior to
such adjustment and dividing the product thereof by the Exercise Price resulting
from such adjustment. For the purposes of this paragraph (c), the issuance of
securities convertible into or exercisable for the Common Stock shall be deemed
the issuance of the number of shares of Common Stock into which such securities
are convertible or for which such securities are exercisable, and the
consideration received for such will be deemed to include the minimum, aggregate
amount payable securities shall upon conversion or exercise of such securities.
In the event the right to convert or exercise such securities expires
unexercised, the Exercise Price of shares issuable upon the exercise hereof
shall be readjusted accordingly.
(d) If any capital reorganization or reclassification of the Common
Stock of the Company, or consolidation or merger of the Company with another
corporation, or sale of all or substantially all of the Company's assets to
another corporation, shall be effected in such a way that holders of the
Company's Common Stock shall be entitled to receive stock, securities or assets
with respect to or in exchange for shares of the Company's Common Stock, then,
as a Condition of Such reorganization, reclassification, consolidation,, merger
or sale, lawful and adequate provision shall be made whereby the holder of this
Warrant shall thereafter have the right to receive, upon the exercise hereof and
upon the terms and conditions specified herein, such stock, securities or assets
as may be issued or payable with respect to or in exchange for the number of
shares of Common Stock which such holder would have been entitled to receive had
such reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case appropriate provision shall be made with respect to
the rights and interests of such holder to the end that the provisions hereof
shall thereafter be applicable, as nearly as may be, in relation to any stock,
securities or assets thereafter deliverable upon the exercise of this Warrant.
(e) Upon any adjustment of the Exercise Price or any increase or
decrease in the number of shares of Common Stock issuable upon the exercise of
this Warrant, and in the event of any change in the rights of the holder of this
Warrant by reason of any other event herein set forth, then and in each such
case, the Company shall give written notice thereof to the holder of this
Warrant at the address of such holder as shown an the books of the Company,
which notice shall state the Exercise Price as adjusted and the increased or
decreased number of shares issuable upon the exercise of this Warrant, or
specify the stock, securities or assets and the amount thereof receivable as a.
result of such change in rights, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.
4. The Company shall at all times keep reserved a sufficient number of
authorized shares of Common Stock, and shall make appropriate provision for
their issuance, to provide for the exercise of this Warrant in full.
5. This Warrant and any and all shares of Common Stock issued upon
exercise of this Warrant shall be transferable on the books of the Company by
the holder hereof in person or by duly authorized attorney subject to and
restrictions imposed by applicable federal or state securities laws. It shall be
a further condition to any transfer of this Warrant that the transferor (if any
portion of this Warrant is retained) and the transferee shall receive and accept
new
4
5
Warrants, of like tenor and date, executed by the Company, for the portion so
transferred and for any portion retained, and shall surrender this Warrant,
together with the Assignment annexed hereto, duly executed.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and delivered by its duly authorized officers as of January 14, 2000.
Company: LARGE SCALE BIOLOGY CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Its: Chairman of the Board
-------------------------------
CEO
5
