SIRNA THERAPEUTICS, INC. WARRANT TO PURCHASE _________ SHARES OF COMMON STOCKVenrock Associates • January 4th, 2005 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, _______________and its assigns are entitled to subscribe for and purchase ___shares (as adjusted pursuant to Section 4 hereof, the “Shares”) of the fully paid and nonassessable common stock, par value $0.01 per share (“Common Stock”), of Sirna Therapeutics, Inc., a Delaware corporation (the “Company”), at the price of $2.52 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Exchange Agreement, dated as of even date herewith, by and among the Company and the other parties thereto. As used herein, the term “Date of Grant” means December 30, 2004. As used herein, the term “Warrant” shall be deemed to include any warrants issued in exchange or upon transfer or partial exercise of this Warrant unless the context clearly requires oth
SIRNA THERAPEUTICS, INC. WARRANT TO PURCHASE ________ SHARES OF COMMON STOCKVenrock Associates • January 4th, 2005 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, ___ and its assigns are entitled to subscribe for and purchase ___shares (as adjusted pursuant to Section 4 hereof, the “Shares”) of the fully paid and nonassessable common stock, par value $0.01 per share (“Common Stock”), of Sirna Therapeutics, Inc., a Delaware corporation (the “Company”), at the price of $3.85 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Exchange Agreement, dated as of even date herewith, by and among the Company and the other parties thereto. As used herein, the term “Date of Grant” means December 30, 2004. As used herein, the term “Warrant” shall be deemed to include any warrants issued in exchange or upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise. Not
AGREEMENTAgreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D/A is being filed on behalf of each of the undersigned.
WARRANT EXCHANGE AGREEMENT by and among Sirna Therapeutics, Inc. and certain Warrantholders of Sirna Therapeutics, Inc. dated as of December 30, 2004Warrant Exchange Agreement • January 4th, 2005 • Venrock Associates • Pharmaceutical preparations
THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is dated as of December 30, 2004, by and among Sirna Therapeutics, Inc., a Delaware corporation (the “Company”) and those warrantholders of the Company listed on Exhibit A to this Agreement (each a “Warrantholder” and collectively the “Warrantholders”) who have executed this Agreement in one or more counterparts.
