EXHIBIT B
TO
NOTE AND WARRANT PURCHASE AGREEMENT
FORM OF WARRANT
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "SECURITIES
ACT"). THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
REGISTRATION UNDER THE SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS
EXEMPT FROM SUCH REGISTRATION.
MIRAVANT MEDICAL TECHNOLOGIES
COMMON STOCK WARRANT
No. __________ ___________, 200_
MIRAVANT MEDICAL TECHNOLOGIES, a Delaware corporation (the "Company"),
hereby certifies that ST. CLOUD INVESTMENTS, LTD., a British Virgin Islands
company, its permissible transferees, designees, successors and assigns
(collectively, the "Holder"), for value received, is entitled to purchase from
the Company at any time commencing on _______, 200__ [date of issuance of
related Note] and terminating on the tenth anniversary of such date (the
"Termination Date") up to _____________ shares (which number of shares shall be
equal to one-quarter (1/4) share for each share of Common Stock to be received
upon conversion of the related Note) (each a "Share" and collectively the
"Shares") of the Company's common stock par value $0.01 per Share (the "Common
Stock"), at an exercise price per Share equal to $_____ (determined as one
hundred ten percent (110%) of the average of the closing sales prices of the
shares of the Company's Common Stock on a national exchange or over-the-counter
trading system during all trading days of the full calendar month prior to the
date on which the Warrant is issued (the "Exercise Price")). The number of
Shares purchasable hereunder and the Exercise Price are subject to adjustment as
provided in Section 5 hereof.
1. Exercise of Warrant. Upon presentation and surrender of this Common Stock
Warrant (this "Warrant"), accompanied by a completed Election to Purchase in the
form attached hereto as Exhibit A (the "Election to Purchase") duly executed, at
the principal office of the Company currently located at 000 Xxxxxx Xxxxx, Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000, Attn: Chief Financial Officer, (or such other office
or agency of the Company within the United States as the Company may designate
to the Holder) together with a check payable to, or wire transfer to, the
Company in the amount of the Exercise Price multiplied by the number of Shares
being purchased, the Company or the Company's Transfer Agent, as the case may
be, shall within three (3) business days deliver to the Holder hereof
certificates of fully paid and non-assessable Common Stock which in the
aggregate represent the number of Shares being purchased. The certificates so
delivered shall be in such denominations as may be requested by the Holder and
shall be registered in the name of the Holder or such other name as shall be
designated by the Holder. All or less than all of the purchase rights
represented by this Warrant may be exercised and, in case of the exercise of
less than all, the Company, upon surrender hereof, will at the Company's expense
deliver to the Holder a new warrant entitling said holder to purchase the number
of Shares represented by this Warrant which have not been exercised. This
Warrant may only be exercised to the extent the Company has a sufficient number
of Shares of Common Stock available for issuance at the time of any exercise.
2. Net Exercise. In lieu of payment of the Exercise Price described in Section
1, the Holder may elect to receive, without the payment by the Holder of any
additional consideration, Shares equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant or such portion to the Company,
with the net issue election notice attached hereto as Exhibit B (the "Net
Issuance Election Notice") duly executed, at the office of the Company as
specified in Section 1. Thereupon, the Company shall issue to the Holder such
number of fully paid and nonassessable Shares as is computed using the following
formula:
where: X = Y (A-B)
-------
A
X = the number of Shares to be issued to the Holder pursuant to
this Section 2.
Y = the number of Shares covered by this Warrant in respect of
which the net issuance election is made pursuant to this
Section 2.
A = the fair market value of one Share, as determined in
accordance with the provisions of this Section 2.
B = the Exercise Price in effect under this Warrant at the time
the net issuance election is made pursuant to this Section 2.
For purposes of this Section 2, the "fair market value" per Share shall mean:
i. If the class of Shares is traded on a national
securities exchange or is listed on the Nasdaq
National Market (the "NNM") or other over-the-counter
quotation system, the fair market value shall be the
last reported sale price of a Share on such exchange
or on the NNM or other over-the-counter quotation
system on the last business day before the effective
date of exercise of the net issuance election or if
no such sale is made on such day, the mean of the
closing bid and asked prices for such day on such
exchange, the NNM or over-the-counter quotation
system; and
ii. If the class of Shares is not so listed and bid
and ask prices are not reported, the fair market
value shall be the price per Share which the Company
could obtain from a willing buyer for Shares sold by
the Company, as such price shall be determined in
good faith by the Company's Board of Directors.
3. Warrant.
(a) Exchange, Transfer and Replacement. At any time prior to the exercise
hereof, this Warrant may be exchanged upon presentation and surrender to the
Company, alone or with other warrants of like tenor of different denominations
registered in the name of the same Holder, for another warrant or warrants of
like tenor in the name of such Holder exercisable for the aggregate number of
Shares as the warrant or warrants surrendered.
(b) Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction, or mutilation of this Warrant and,
in the case of any such loss, theft, or destruction, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company,
or, in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver in lieu thereof,
a new Warrant of like tenor.
(c) Cancellation; Payment of Expenses. Upon the surrender of this Warrant in
connection with any transfer, exchange or replacement as provided in this
Section 3, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the Holder or
transferees) and charges payable in connection with the preparation, execution
and delivery of Warrants pursuant to this Section 3.
(d) Warrant Register. The Company shall maintain, at its principal executive
offices (or at the offices of the transfer agent for the Warrant or such other
office or agency of the Company as it may designate by notice to the holder
hereof), a register for this Warrant (the "Warrant Register"), in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.
4. Rights and Obligations of Holders of this Warrant. The Holder of this Warrant
shall not, by virtue hereof, be entitled to any rights of a stockholder in the
Company, either at law or in equity; provided, however, that in the event any
certificate representing shares of Common Stock or other securities is issued to
the holder hereof upon exercise of this Warrant, such holder shall, for all
purposes, be deemed to have become the holder of record of such Common Stock on
the date on which this Warrant, together with a duly executed Election to
Purchase, was surrendered and payment of the aggregate Exercise Price was made,
irrespective of the date of delivery of such Common Stock certificate.
5. Adjustments.
(a) Stock Dividends, Reclassifications, Recapitalizations, Etc. In the event the
Company: (i) pays a dividend in Common Stock or makes a distribution in Common
Stock, (ii) subdivides its outstanding Common Stock into a greater number of
shares, (iii) combines its outstanding Common Stock into a smaller number of
shares or (iv) increases or decreases the number of shares of Common Stock
outstanding by reclassification of its Common Stock (including a
recapitalization in connection with a consolidation or merger in which the
Company is the continuing corporation), then (1) the Exercise Price on the
record date of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately before such event and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event, and (2) the
number of shares of Common Stock for which this Warrant may be exercised
immediately before such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the Exercise Price immediately before such
event and the denominator of which is the Exercise Price immediately after such
event.
(b) Cash Dividends and Other Distributions. In the event that at any time or
from time to time the Company shall distribute to all holders of Common Stock
(i) any dividend or other distribution of cash, evidences of its indebtedness,
shares of its capital stock or any other properties or securities or (ii) any
options, warrants or other rights to subscribe for or purchase any of the
foregoing (other than in each case, (w) the issuance of any rights under a
shareholder rights plan, (x) any dividend or distribution described in Section
5(a), (y) any rights, options, warrants or securities described in Section 5(c)
and (z) any cash dividends or other cash distributions from current or retained
earnings), then the number of shares of Common Stock issuable upon the exercise
of this Warrant shall be increased to a number determined by multiplying the
number of shares of Common Stock issuable upon the exercise of this Warrant
immediately prior to the record date for any such dividend or distribution by a
fraction, the numerator of which shall be such Current Market Value (as
hereinafter defined) per share of Common Stock on the record date for such
dividend or distribution, and the denominator of which shall be such Current
Market Value per share of Common Stock on the record date for such dividend or
distribution less the sum of (x) the amount of cash, if any, distributed per
share of Common Stock and (y) the fair value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be evidenced by a
board resolution, a copy of which will be sent to the Holders upon request) of
the portion, if any, of the distribution applicable to one share of Common Stock
consisting of evidences of indebtedness, shares of stock, securities, other
property, warrants, options or subscription or purchase rights; and the Exercise
Price shall be adjusted to a number determined by dividing the Exercise Price
immediately prior to such record date by the above fraction. Such adjustments
shall be made whenever any distribution is made and shall become effective as of
the date of distribution, retroactive to the record date for any such
distribution. No adjustment shall be made pursuant to this Section 5(b) which
shall have the effect of decreasing the number of shares of Common Stock
issuable upon exercise of this Warrant or increasing the Exercise Price.
(c) Combination: Liquidation. (i) Except as provided in Section 5(d), in the
event of a Combination (as defined below), each Holder shall have the right to
receive upon exercise of the Warrant the kind and amount of shares of capital
stock or other securities or property which such Holder would have been entitled
to receive upon or as a result of such Combination had such Warrant been
exercised immediately prior to such event (subject to further adjustment in
accordance with the terms hereof). Unless paragraph (ii) is applicable to a
Combination, the Company shall provide that the surviving or acquiring Person
(the "Successor Company") in such Combination will assume by written instrument
the obligations under this Section 5 and the obligations to deliver to the
Holder such shares of stock, securities or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to acquire. "Combination" means
an event in which the Company consolidates with, mergers with or into, or sells
all or substantially all of its assets to another Person, where "Person" means
any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity;
(ii) In the event of (x) a Combination where consideration to the holders of
Common Stock in exchange for their shares is payable solely in cash or (y) the
dissolution, liquidation or winding-up of the Company, the Holders shall be
entitled to receive, upon surrender of their Warrant, distributions on an equal
basis with the holders of Common Stock or other securities issuable upon
exercise of the Warrant, as if the Warrant had been exercised immediately prior
to such event, less the Exercise Price. In case of any Combination described in
this Section 5, the surviving or acquiring Person and, in the event of any
dissolution, liquidation or winding-up of the Company, the Company, shall
deposit promptly with an agent or trustee for the benefit of the Holders of the
funds, if any, necessary to pay to the Holders the amounts to which they are
entitled as described above. After such funds and the surrendered Warrant are
received, the Company is required to deliver a check in such amount as is
appropriate (or, in the case or consideration other than cash, such other
consideration as is appropriate) to such Person or Persons as it may be directed
in writing by the Holders surrendering such Warrant.
(d) Notice of Adjustment. Whenever the Exercise Price or the number of shares of
Common Stock and other property, if any, issuable upon exercise of the Warrant
is adjusted, as herein provided, the Company shall deliver to the holders of the
Warrant in accordance with Section 11 a certificate of the Company's Chief
Financial Officer setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated (including a
description of the basis on which (i) the Board of Directors determined the fair
value of any evidences of indebtedness, other securities or property or
warrants, options or other subscription or purchase rights and (ii) the Current
Market Value of the Common Stock was determined, if either of such
determinations were required), and specifying the Exercise Price and number of
shares of Common Stock issuable upon exercise of Warrant after giving effect to
such adjustment.
(e) Notice of Certain Transactions. In the event that the Company shall propose
(a) to pay any dividend payable in securities of any class to the holders of its
Common Stock or to make any other non-cash dividend or distribution to the
holders of its Common Stock, (b) to offer the holders of its Common Stock rights
to subscribe for or to purchase any securities convertible into shares of Common
Stock or shares of stock of any class or any other securities, rights or
options, (c) to effect any capital reorganization, reclassification,
consolidation or merger affecting the class of Common Stock, as a whole, or (d)
to effect the voluntary or involuntary dissolution, liquidation or winding-up of
the Company, the Company shall, within the time limits specified below, send to
each Holder a notice of such proposed action or offer. Such notice shall be
mailed to the Holders at their addresses as they appear in the Warrant Register
(as defined in Section 3(d)), which shall specify the record date for the
purposes of such dividend, distribution or rights, or the date such issuance or
event is to take place and the date of participation therein by the holders of
Common Stock, if any such date is to be fixed, and shall briefly indicate the
effect of such action on the Common Stock and on the number and kind of any
other shares of stock and on other property, if any, and the number of shares of
Common Stock and other property, if any, issuable upon exercise of each Warrant
and the Exercise Price after giving effect to any adjustment pursuant to Section
5 which will be required as a result of such action. Such notice shall be given
as promptly as possible and (x) in the case of any action covered by clause (a)
or (b) above, at least ten (10) days prior to the record date for determining
holders of the Common Stock for purposes of such action or (y) in the case of
any other such action, at least twenty (20) days prior to the date of the taking
of such proposed action or the date of participation therein by the holders of
Common Stock, whichever shall be the earlier.
(f) Current Market Value. "Current Market Value" per share of Common Stock or
any other security at any date means (i) if the security is not registered under
the Securities Exchange Act of 1934 and/or traded on a national securities
exchange, quotation system or bulletin board, as amended (the "Exchange Act"),
(a) the value of the security, determined in good faith by the Board of
Directors of the Company and certified in a board resolution, based on the most
recently completed arm's-length transaction between the Company and a Person
other than an affiliate of the Company or between any two such Persons and the
closing of which occurs on such date or shall have occurred within the six-month
period preceding such date, or (b) if no such transaction shall have occurred
within the six-month period, the value of the security as determined by an
independent financial expert or an agreed upon financial valuation model or (ii)
if the security is registered under the Exchange Act and/or traded on a national
securities exchange, quotation system or bulletin board, the average of the
daily closing bid prices (or the equivalent in an over-the-counter market) for
each day on which the Common Stock is traded for any period on the principal
securities exchange or other securities market on which the common Stock is
being traded (each, a "Trading Day") during the period commencing thirty (30)
days before such date and ending on the date one day prior to such date.
(g) Other Adjustments. If the event of any other transaction of the type
contemplated by this Section 5, but not expressly provided for by the provisions
hereof, the Board of Directors of the Company will make appropriate adjustment
in the Exercise Price so as to equitably protect the rights of the Holder. In
addition, the Exercise Price of this Warrant shall be adjusted in accordance
with Section 4.4 of the Purchase Agreement in the event of a subsequent
financing transaction as specified therein.
(h) No Impairment of Holder's Rights. The Company will not, by amendment of its
certificate of incorporation or bylaws or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all action as may be
necessary or appropriate in order to protect the rights of the Holder against
dilution or other impairment.
6. Company's Representations.
(a) The Company covenants and agrees that all shares of Common Stock issuable
upon exercise of this Warrant Certificate will, upon delivery, be duly and
validly authorized and issued, fully-paid and non-assessable and free from all
taxes, liens, claims and encumbrances.
(b) The Company covenants and agrees that it will seek approval from its
stockholders to an increase in the authorized number of shares of Common Stock
and to the extent received will, after such approval, at all times reserve and
keep available an authorized number of shares of its Common Stock and other
applicable securities sufficient to permit the exercise in full of this Warrant
Certificate.
(c) The Company has taken all necessary action and proceedings as required and
permitted by applicable law, rule and regulation, including, without limitation,
the notification of the principal market on which the Common Stock is traded,
for the legal and valid issuance of this Warrant.
(d) The Warrant Shares, after receipt of approval of the Company's stockholders
to an increase in the number of shares of Common Stock available for issuance,
when issued in accordance with the terms hereof, will be duly authorized and,
when paid for or issued in accordance with the terms hereof, shall be validly
issued, fully paid and non-assessable.
(e) With a view to making available to Holder the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the Securities and
Exchange Commission ("SEC") that may at any time permit Holder to sell
securities of the Company to the public without registration, the Company agrees
to use its reasonable best efforts to:
(i) make and keep public information available, as
those terms are understood
and defined in Rule 144, at all times;
(ii) file with the SEC in a timely manner all reports
and other documents
required of the Company under the Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); and
(iii) furnish to any Holder forthwith upon request a
written statement by the
Company that it has complied with the reporting requirements of Rule 144 and of
the Act and the Exchange Act, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the
Company as may be reasonably requested to permit any such Holder to take
advantage of any rule or regulation of the SEC permitting the selling of any
such securities without registration.
7. Registration Rights. The Holder is entitled to the benefit of such
registration rights in respect of the Shares as are set forth in the
Registration Rights Agreement dated as of March 7, 2005 by and between the
Company and the Holder.
8. Fractional Shares. In lieu of issuance of a fractional share upon any
exercise hereunder, the Company will pay the cash value of that fractional
share, calculated on the basis of the Exercise Price.
9. Legends. Prior to issuance of the shares of Common Stock underlying this
Warrant, all such certificates representing such shares shall bear a restrictive
legend to the effect that the Shares represented by such certificate have not
been registered under the 1933 Act, and that the Shares may not be sold or
transferred in the absence of such registration or an exemption therefrom, such
legend to be substantially in the form of the bold-face language appearing at
the top of Page 1 of this Warrant.
10. Disposition of Warrants or Shares. The Holder of this Warrant, each
transferee hereof and any holder and transferee of any Shares, by his or its
acceptance thereof, agrees that no public distribution of Warrants or Shares
will be made in violation of the provisions of the 1933 Act. Furthermore, it
shall be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company his or its written agreement to accept and be bound by
all of the terms and conditions contained in this Warrant.
11. Merger or Consolidation. The Company will not merge or consolidate with or
into any other corporation, or sell or otherwise transfer its property, assets
and business substantially as an entirety to another corporation, unless the
corporation resulting from such merger or consolidation (if not the Company), or
such transferee corporation, as the case may be, shall expressly assume, by
supplemental agreement reasonably satisfactory in form and substance to the
Holder, the due and punctual performance and observance of each and every
covenant and condition of this Warrant to be performed and observed by the
Company.
12. Notices. Except as otherwise specified herein to the contrary, all notices,
requests, demands and other communications required or desired to be given
hereunder shall only be effective if given in writing by certified or registered
U.S. mail with return receipt requested and postage prepaid; by private
overnight delivery service (e.g. Federal Express); by facsimile transmission (if
no original documents or instruments must accompany the notice); or by personal
delivery. Any such notice shall be deemed to have been given (a) on the business
day immediately following the mailing thereof, if mailed by certified or
registered U.S. mail as specified above; (b) on the business day immediately
following deposit with a private overnight delivery service if sent by said
service; (c) upon receipt of confirmation of transmission if sent by facsimile
transmission; or (d) upon personal delivery of the notice. All such notices
shall be sent to the following addresses (or to such other address or addresses
as a party may have advised the other in the manner provided in this Section
12):
If to the Company:
------------------
Miravant Medical Technologies
000 Xxxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Chief Financial Officer
Fax: (000) 000-0000
Telephone: (000) 000-0000
If to the Holder:
==============================
------------------------------
Attention: ______________________
Fax: __________________________
Telephone: _____________________
With a copy to:
---------------
Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxx Feucther
Facsimile: (000) 000-0000
Notwithstanding the time of effectiveness of notices set forth in this Section,
an Election to Purchase shall not be deemed effectively given until it has been
duly completed and submitted to the Company together with this original Warrant
and payment of the Exercise Price in a manner set forth in this Section.
13. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of California applicable to contracts made and to be
performed in the State of California.
14. Successors and Assigns. This Warrant shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.
15. Headings. The headings of various sections of this Warrant have been
inserted for reference only and shall not affect the meaning or construction of
any of the provisions hereof.
16. Severability. If any provision of this Warrant is held to be unenforceable
under applicable law, such provision shall be excluded from this Warrant, and
the balance hereof shall be interpreted as if such provision were so excluded.
17. Modification and Waiver. This Warrant and any provision hereof may be
amended, waived, discharged or terminated only by an instrument in writing
signed by the Company and the Holder.
18. Specific Enforcement. The Company and the Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Warrant were not performed in accordance with their 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 Warrant and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which either of them may be entitled by
law or equity.
19. Assignment. Subject to prior written approval by the Company, this Warrant
may be transferred or assigned, in whole or in part, at any time and from time
to time by the then Holder by submitting this Warrant to the Company together
with a duly executed Assignment in substantially the form and substance of the
Form of Assignment which accompanies this Warrant, as Exhibit C hereto, and,
upon the Company's receipt hereof, and in any event, within three (3) business
days thereafter, the Company shall issue a warrant to the Holder to evidence
that portion of this Warrant, if any as shall not have been so transferred or
assigned.
(signature page immediately follows)
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, manually or by facsimile, by one of its officers thereunto duly
authorized.
MIRAVANT MEDICAL TECHNOLOGIES
Date: _____________, 200__ By:_________________________________
Name: Xxxx X. Xxxxxxxx
Title: Chief Financial Officer
EXHIBIT A
TO
WARRANT CERTIFICATE
ELECTION TO PURCHASE
To Be Executed by the Holder
in Order to Exercise the Warrant
The undersigned Holder hereby elects to purchase _______ Shares
pursuant to the attached Warrant, and requests that certificates for securities
be issued in the name of:
----------------------------------------------------------
(Please type or print name and address)
----------------------------------------------------------
==========================================================
(Social Security or Tax Identification Number)
and delivered to:______________________________________________________________
-----------------------------------------------------------------------.
(Please type or print name and address if different from above)
If such number of Shares being purchased hereby shall not be all the
Shares that may be purchased pursuant to the attached Warrant, a new Warrant for
the balance of such Shares shall be registered in the name of, and delivered to,
the Holder at the address set forth below.
In full payment of the purchase price with respect to the Shares
purchased and transfer taxes, if any, the undersigned hereby tenders payment of
$__________ by check, money order or wire transfer payable in United States
currency to the order of Miravant Medical Technologies.
HOLDER:
By:_____________________________________
Name:
Title:
Address:
Dated:___________________
EXHIBIT B
TO
WARRANT CERTIFICATE
NET ISSUANCE ELECTION NOTICE
The undersigned hereby elects to purchase ___________ shares
of ___________ (the "Shares") pursuant to Section 2 of the attached Warrant. The
Certificate(s) for the Shares issuable upon such net issuance election shall be
issued in the name of the undersigned or as otherwise indicated below.
Please issue a new Warrant for the unexercised portion of the
attached Warrant, if any, in the name of the undersigned.
The undersigned hereby represents and warrants that the
undersigned is acquiring such Shares for its own account for investment purposes
only, and not for resale or with a view to distribution of such Shares or any
part thereof.
HOLDER:
Name:
Title:
Date:
--------------------------
Address:
Name in which
shares should be registered:
EXHIBIT C
TO
WARRANT
FORM OF ASSIGNMENT
(To be signed only on 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 Miravant Medical Technologies, a
Delaware corporation, to which the within Warrant relates, and appoints
____________________ Attorney to transfer such right on the books of Miravant
Medical Technologies, a Delaware Corporation, with full power of substitution of
premises.
Dated: By:___________________________________
Name:
Title:
(signature must conform to name
of holder as specified on the fact
of the Warrant)
Address:
Signed in the presence of :
Dated:
