EXHIBIT 10.3
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER SECURITIES
LAWS AND, ACCORDINGLY, MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS: (1) EITHER
(A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO
THE HOLDER SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH
ALL APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
ORGANOGENESIS INC.
COMMON STOCK PURCHASE WARRANT
-----------------------------
For the purchase of
shares of Common Stock,
par value $.01 per share
Warrant No. 2001-____ Dated as of August 28, 2001
Organogenesis Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), hereby certifies that, for value
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received, ______________________ or its registered assigns (the "Holder"), is
------
entitled, subject to the terms set forth below, to purchase from the Company up
to a total of ________ shares of Common Stock, $.01 par value (the "Common
------
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
----- -------------
the "Warrant Shares") at an exercise price equal to $8.55 per share (as adjusted
--------------
from time to time as provided in Section 8 hereof, the "Exercise Price"), at any
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time and from time to time from and after the date of this Common Stock Purchase
Warrant (this "Warrant") through and including August 27, 2004 or earlier as
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provided herein (the "Expiration Date"), and subject to the following terms and
---------------
conditions:
1. Registration of Warrant. The Company shall register this Warrant,
-----------------------
upon records to be maintained by the Company for that purpose (the "Warrant
-------
Register"), in the name of the record Holder hereof from time to time. The
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Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, and the Company shall not be affected by
notice to the contrary.
2. Registration of Transfers and Exchanges.
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(a) The Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, with the Form
of Election to Transfer attached hereto as Exhibit A duly completed and signed,
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to the Company at the office specified in or pursuant to Section 3(b) hereof.
Upon any such registration or transfer, a new warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new warrant, a "New
---
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
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to the transferee (a "Transferee") and a New Warrant evidencing the remaining
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portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of the New Warrant by the Transferee
thereof shall be deemed the acceptance by such Transferee of all of the rights
and obligations of a holder of this Warrant.
(b) This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b)
hereof for one or more New Warrants, evidencing in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder.
Any such New Warrant will be dated the date of such exchange.
3. Duration, Exercise of Warrants and Redemption.
---------------------------------------------
(a) This Warrant shall be exercisable upon thirty (30) days' prior
written notice by the registered Holder on any business day before 5:30 P.M.,
Eastern Standard time, at any time and from time to time on or after August 28,
2001 to and including the Expiration Date. At 5:30 P.M., Eastern Standard time
on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value. At the Company's option, the Company,
in its sole discretion as to any Holder or Holders, may waive the thirty (30)
day prior written notice requirement.
(b) Subject to Sections 2(b), 6 and 10 hereof, upon surrender of this
Warrant, with the Form of Election to Purchase attached hereto as Exhibit B duly
---------
completed and signed, to the Company at its office at ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, or at such other
address as the Company may specify in writing to the then registered Holder, and
upon payment of the Exercise Price multiplied by the number of Warrant Shares
that the Holder intends to purchase hereunder, in lawful money of the United
States of America, by certified or official bank check or checks or wire
transfer, all as specified by the Holder in the Form of Election to Purchase
attached hereto as Exhibit B, the Company shall promptly (but in no event
---------
earlier than thirty (30) business days after the Date of Exercise (as defined
herein), unless waived by the Company as described above in Section 3(a)), issue
or cause to be issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise, free of restrictive legends
other than as required by Section 11 hereof and any legends placed on all shares
of Common Stock of the Company relating to the then current agreement between
the Company and its transfer agent relating to the issuance of "rights" to all
holders of shares of the Company's Common Stock. Any person so designated by
the Holder to
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receive Warrant Shares shall be deemed to have become holder of
record of such Warrant Shares as of the Date of Exercise of this Warrant.
A "Date of Exercise" means the date on which the Company shall have
----------------
received (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election to Purchase attached hereto as Exhibit B (or attached to such New
---------
Warrant) appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares so indicated by the Holder
hereof to be purchased.
(c) This Warrant shall be exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. If less than
all of the Warrant Shares which may be purchased under this Warrant are
exercised at any time, the Company shall issue or cause to be issued, at its
expense, a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.
(d) Notwithstanding anything in this Section 3 to the contrary, in
the event of the occurrence of any of the following: (i) any Person is or
becomes the "beneficial owner" as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), directly or
indirectly, of more than thirty-five percent (35%) of the Common Stock, (ii) a
tender or exchange offer made to the stockholders of the Company, or (iii) the
Company enters into an agreement for the consolidation of the Company with, or
merger of the Company with or into, another corporation, or the sale, lease or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety, the Holder shall be
entitled to exercise this Warrant in whole or in part and purchase shares of
Common Stock of the Company immediately upon prior written notice to the
Company. The Holder shall effect such exercise by surrendering this Warrant (or
such portions thereof) to be exercised together with the Form of Election to
Purchase attached hereto as Exhibit B, which shall specify the number of shares
---------
of Common Stock of the Company to be purchased and the Date of Exercise (which
shall be no less than five (5) days from the date of such notice).
4. Registration Rights. This Warrant and the Warrant Shares are subject
-------------------
to the rights and benefits of that certain Registration Rights Agreement, dated
as of August 28, 2001, by and among the Company and the Purchasers (as defined
in such Registration Rights Agreement).
5. Payment of Taxes. The Company will pay all documentary stamp taxes
----------------
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of this Warrant or any certificates for Warrant Shares issuable upon the
exercise of this Warrant in a name other than that of the Holder, and the
Company shall not be required to issue or cause to be issued or deliver or cause
to be delivered the certificates for Warrant Shares unless or until the person
or persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid. The Holder shall be responsible for all
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other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.
6. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or
----------------------
destroyed, the Company may, in its discretion, issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
indemnity, if reasonably satisfactory to it. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable regulations and
procedures and pay such other reasonable charges as the Company may prescribe.
7. Reservation of Warrant Shares. The Company covenants that it will at
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all times reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares
which are then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other actual contingent purchase
rights of persons other than the Holders (taking into account the adjustments
and restrictions set forth in Section 8 hereof). The Company covenants that all
Warrant Shares that shall be so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.
The Company shall use its best efforts to provide for and maintain the listing
of the Common Stock of the Company, including the Warrant Shares, upon the
American Stock Exchange (or any other securities exchange or automated quotation
system which is the principal exchange or system on which the Common Stock is
then traded or listed).
8. Certain Adjustments. The Exercise Price and number of Warrant Shares
-------------------
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 8. Upon each such adjustment of the Exercise
Price pursuant to this Section 8, the Holder shall thereafter prior to the
Expiration Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(a) If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend or otherwise make a distribution or distributions
on shares of its Common Stock (as defined below), (ii) subdivide outstanding
shares of Common Stock into a larger number of shares, or (iii) combine
outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
before such event and of which the denominator shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding after such event.
Any adjustment made pursuant to this Section 8 shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately
after the
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effective date in the case of a subdivision or combination, and shall apply to
successive subdivisions and combinations.
(b) In case of any reclassification or change of the shares of Common
Stock of the Company issuable upon exercise of this Warrant (other than a change
in par value, or as a result of a subdivision or combination covered by Section
8(a) above, but including any change in the shares of Common Stock of the
Company into one or more classes or series of shares), or in case of any
consolidation or merger of another corporation into the Company in which the
Company is the continuing corporation and in which there is a reclassification
or change (including a change to the right to receive shares of stock (other
than Common Stock), other securities, property or cash) of the shares of Common
Stock of the Company (other than a change in par value, or as a result of a
subdivision or combination covered by Section 8(a) above, but including any
change in the shares into one or more classes or series of shares), then the
Holder shall have the right thereafter to exercise this Warrant only into the
shares of stock and other securities of the Company and property receivable or
deemed to be held by holders of shares of Common Stock of the Company following
such reclassification, change, consolidation, or merger, and the Holder shall
thereafter upon exercise of this Warrant be entitled to receive such amount of
securities or property attributable to the number of Warrant Shares such Holder
would have been entitled to receive had such Holder exercised this Warrant
immediately prior to such action. The terms of any such reclassification or
other action shall include such terms so as to continue to give to the Holder
the right to receive the securities or property set forth in this Section 8(b)
upon any exercise following any such reclassification or other action.
(c) In case of any consolidation of the Company with, or merger of the
Company with or into, another corporation (other than a merger or consolidation
in which the Company is the surviving or continuing corporation), or in case of
any sale, lease or conveyance to another corporation of the property and assets
of any nature of the Company as an entirety or substantially as an entirety,
such successor, leasing or purchasing corporation, as the case may be, shall (i)
execute and deliver to the Holder an agreement providing that the Holder shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such consolidation, merger, sale, lease or
conveyance by a holder of the number of shares of Common Stock of the Company
for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, lease or conveyance, and (ii) make effective
provision in its certificate of incorporation or otherwise, if necessary, to
effect such agreement. Such agreement shall provide for adjustments which shall
be as nearly equivalent as practicable to the adjustments in this Section 8.
(d) If the Company, at any time while this Warrant is outstanding,
shall distribute to all holders of shares of Common Stock of the Company (and
not to holders of this Warrant) evidences of its indebtedness or assets or
rights or warrants to subscribe for or purchase any security (excluding those
referred to in Sections 8(a), (b) and (e) hereof), then in each such case the
Exercise Price shall be determined by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which the denominator
shall be the Exercise Price determined
5
as of the record date mentioned above, and of which the numerator shall be such
Exercise Price on such record date less the then fair market value at such
record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock of the Company
as determined by a nationally recognized or major regional investment banking
firm or firm of independent certified public accountants of recognized standing
(which may be the firm that regularly examines the financial statements of the
Company) (an "Appraiser") mutually selected in good faith by the holders of a
---------
majority in interest of the Warrants then outstanding and the Company. Any
determination made by the Appraiser shall be final and binding upon the Company
and the Holder.
(e) If, at any time while this Warrant is outstanding, the Company
shall issue or cause to be issued rights or warrants to acquire or otherwise
sell or distribute shares of Common Stock of the Company to all holders of
shares of its Common Stock for a consideration per share less than the Exercise
Price then in effect, then, promptly upon such issue or sale, the Exercise Price
shall be reduced to the price (calculated to the nearest cent) determined by
dividing (i) an amount equal to the sum of (A) the number of shares of Common
Stock of the Company outstanding immediately prior to such issue or sale
multiplied by the Exercise Price, and (B) the consideration, if any, received or
receivable by the Company upon such issue or sale by (ii) the total number of
shares of Common Stock of the Company outstanding immediately after such issue
or sale.
(f) For the purposes of this Section 8, the following clauses shall
also be applicable:
(i) Record Date. In case the Company shall take a record of the
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holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in shares of Common Stock of the Company
or in securities convertible or exchangeable into shares of Common Stock of the
Company, or (B) to subscribe for or purchase shares of Common Stock of the
Company or securities convertible or exchangeable into shares of its Common
Stock, then such record date shall be deemed to be the date of the issue or sale
of the shares of Common Stock of the Company deemed to have been issued or sold
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.
(ii) Treasury Shares. The number of shares of Common Stock of
---------------
the Company outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares
shall be considered an issue or sale of Common Stock.
(g) All calculations under this Section 8 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.
6
(h) If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock; or
(ii) the Company shall declare a special non-recurring
cash dividend on its Common Stock; or
(iii) the Company shall authorize the granting to all
holders of shares of Common Stock of the Company
rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any
rights; or
(iv) the approval of any stockholders of the Company shall
be required in connection with any reclassification
or change of the shares of Common Stock of the
Company issuable upon exercise of this Warrant (other
than a change in par value, or as a result of a
subdivision or combination, but including any change
in the shares into one or more classes or series of
shares), or any consolidation or merger of another
corporation with the Company; or
(v) the Company shall authorize the voluntary
dissolution, liquidation or winding up of the affairs
of the Company,
then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, at least thirty (30) calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of record of shares of Common
Stock of the Company to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is
expected to become effective or close, and the date as of which it is expected
that holders of record of shares of Common Stock of the Company shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up; provided,
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however, that the failure to mail such notice or any defect therein or in the
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mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.
9. Fractional Shares. The Company shall not be required to issue or
-----------------
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 9, be issuable
7
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable up to the next whole number.
10. Investment Representations. The Holder represents to the Company that
--------------------------
this Warrant is being acquired for the Holder's own account and for the purpose
of investment and not with a view to, or for sale in connection with, the
distribution thereof, nor with any present intention of distributing or selling
this Warrant or the Warrant Shares. The Holder acknowledges that it has been
afforded the opportunity to meet with the management of the Company and to ask
questions of, and receive answers from, such management and the Company's
counsel about the business and affairs of the Company and concerning the terms
and conditions of the offering of this Warrant, and to obtain any additional
information, to the extent that the Company possessed such information or could
acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information otherwise obtained by or furnished to the Holder.
The Holder has received all information which the Holder considered necessary to
form a decision concerning the purchase of this Warrant, and no valid request to
the Company by the Holder hereof for information of any kind about the Company
has been refused or denied by the Company or remains unfulfilled as of the date
hereof. The Holder asserts that it may be considered to be a sophisticated
investor, has such knowledge and experience in financial business matters that
it is capable of evaluating the merits and risk of the investment in this
Warrant and the Warrant Shares, and is able to bear the economic risk of the
investment. The Holder represents and warrants that it is an accredited
investor, as that term is defined in Regulation D under the Securities Act.
11. Legend. Any certificate evidencing the Warrant Shares will bear a
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legend indicating that such Warrant Shares (i) have not been registered under
the Securities Act, any applicable state securities laws or any other securities
laws and, accordingly, may not be sold or offered for sale unless: (1) either
(A) a registration statement with respect thereto shall be effective under the
Securities Act, or (B) the Company shall have received an opinion of counsel to
the Holder satisfactory to the Company that an exemption from registration under
the Securities Act is available, and (2) there shall have been compliance with
all applicable state securities or blue sky laws.
12. Notices. Any and all notices or other communications or deliveries
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hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in this
Section 12 prior to 4:30 p.m. (Eastern Standard Time) on a business day, (ii)
the business day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section 12 later than 4:30 p.m. (Eastern Standard Time) on any date and earlier
than 11:59 p.m. (Eastern Standard Time) on such date, (iii) the business day
following the date of mailing, if sent by a nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (1) if
to the Company, to Organogenesis Inc., ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: Chief Financial Officer (or to facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇)
with a copy to Mintz, Levin, Cohn, Ferris, Glovsky
8
& Popeo, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Esquire and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq. (or facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇)
or (ii) if to the Holder, to the Holder at the address or facsimile number
appearing on the Warrant Register or such other address or facsimile number as
the Holder may provide to the Company in accordance with this Section 12.
13. Warrant Agent.
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(a) The Company shall serve as warrant agent under this Warrant. Upon
thirty (30) days' notice to the Holder, the Company may appoint a new warrant
agent.
(b) Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.
14. Miscellaneous.
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(a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing signed by the Company and the Holder.
(b) Subject to Section 14(a), above, nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Holder any legal or equitable right, remedy or cause under this Warrant; this
Warrant shall be for the sole and exclusive benefit of the Company and the
Holder.
(c) This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without
regard to the principles of conflicts of law thereof.
(d) The headings herein are for convenience only, do not constitute a
part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.
(e) In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
9
(f) Nothing contained in this Warrant shall be construed as
conferring upon the holder hereof the right to vote or to consent as
stockholders in respect of the meetings of stockholders of the Company or the
election of members of the Board of Directors of the Company or any other
matter, or any rights whatsoever as stockholders of the Company or as imposing
any obligation on such holder to purchase any securities or as imposing any
liabilities on such holder as a stockholder of the Company, whether such
obligation or liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding the foregoing, the Company will furnish to each holder
of any Warrants, promptly upon their becoming available, copies of all financial
statements, reports, notices and proxy statements sent or made available
generally by the Company to its stockholders or otherwise filed pursuant to the
provisions of the Securities Act or the Exchange Act.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its duly authorized officer on the date first written above.
ORGANOGENESIS INC.
By: _________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, M.D.
President and Chief Executive Officer
HOLDER
_____________________________________
Signature
_____________________________________
Print Name
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EXHIBIT A
FORM OF ELECTION TO TRANSFER
----------------------------
[To be completed and signed only upon transfer of the foregoing 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 Organogenesis Inc.
to which the within Warrant relates and appoints ________________ attorney to
transfer said right on the books of Organogenesis Inc. with full power of
substitution in the premises.
Dated:
_______________, ______
_______________________________________________
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant)
_______________________________________________
Address of Transferee
_______________________________________________
_______________________________________________
In the presence of:
__________________________________
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EXHIBIT B
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)
To Organogenesis Inc.:
In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _____________
shares of Common Stock, $.01 par value ("Common Stock"), of Organogenesis Inc.
------------
and encloses herewith $________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) for the number of shares of Common Stock to which this Form of Election
to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.
The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_____________________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
If the number of shares of Common Stock issuable upon this exercise shall
not be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests that
a New Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
Dated: _____________, ____ Signature: _____________________________
Print Name: ____________________________
Title (if applicable): _________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)
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