AMENDMENT NO. 9
TO THE WARRANT AGREEMENT
AGREEMENT dated as of April 22, 1997 by and between Daltex
Medical Sciences, Inc., a Delaware corporation (the "Corporation") and
Continental Stock Transfer and Trust Company, a limited purpose trust company.
RECITALS
WHEREAS, the Corporation has extended the expiration dates of
its Class A Warrants and Class B Warrants pursuant to Section 2.05 of the
Warrant Agreement dated as of October 2, 1984 (the "Warrant Agreement");
WHEREAS, the parties desire to amend the Warrant Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 2.02 Warrant Rights and Term. Exercise of each Warrant
shall entitle the person in whose name such Warrant
Certificate shall then be registered on the books maintained
by the Warrant Agent (the "Warrant Holder"), subject to the
provisions of this Agreement and the Warrant Certificate,
including provisions relating to adjustments, to (i) in the
case of the exercise of a Class A Warrant at the then Class A
Exercise Price, one fully paid and non-assessable share of
Common Stock and one Class B Warrant at any time on and after
the date hereof until the expiration of such Class A Warrant
at 5:00 p.m., New York City time on December 31, 1997, or such
later date as may be established pursuant to Section 2.05 or
such earlier date as may be established pursuant to Section
2.06(e) (the "Class A Expiration Date") and (ii) in the case
of the exercise of a Class B Warrant, at the then Class B
Exercise Price, one fully paid and non-assessable share of
Common Stock at any time on and after such Class B Warrant has
become issuable until the expiration of such Class B Warrant
at 5:00 p.m., New York City time, on December 31, 1997, or
such later date as may be established pursuant to Section 2.05
or such earlier date
as may be established pursuant to Section
2.06(e) (the "Class B Expiration Date").
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
DALTEX MEDICAL SCIENCES, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Vice President and Assistant
Corporate Secretary
CONTINENTAL STOCK TRANSFER AND TRUST
COMPANY, as Warrant Agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
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