Exhibit 4.2
-----------
________________________________________________________________________________
MATRITECH, INC.
and
[PLACEMENT MANAGER DESIGNEE]
WARRANT AGREEMENT
Dated: May 28, 1997
________________________________________________________________________________
THIS WARRANT AGREEMENT (this "Agreement") dated May 28, 1997 is made and
entered into by and between Matritech, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), and __________________(the
"Manager Designee").
Subject to the terms and conditions hereof, the Company agrees to issue to
the Manager and its designees, pursuant to paragraph 4(b) of the Placement
Manager Agreement dated __________, 1997 (the "Placement Agreement") between the
Company and Sunrise Securities Corp. (the "Manager"), warrants as hereinafter
described (the "Warrants") at a price of $.001 per Warrant to purchase up to an
aggregate of _____ shares of the common stock, par value $.0l per share (the
"Common Stock"), of the Company. As used herein, the terms "Share" or "Shares"
shall mean collectively the Common Stock issuable upon exercise of the Warrants
together with any other securities issuable upon such exercise as provided in
Section 8 of this Agreement. Terms which are capitalized but not defined herein
shall have the same meanings as in the Placement Agreement. The issuance of the
Warrants shall occur on each Closing Date, as provided in the Placement
Agreement upon receipt of payment therefor. Except where otherwise specified,
the terms of this Agreement shall apply to all registered holders of Warrants
(together with the Manager Designee, a "Warrantholder" or a "Holder").
For the purpose of defining the terms and provisions of the Warrants and
the respective rights and obligations thereunder, the Company and the Manager
Designee, for value received, hereby agree as follows:
Section 1. TRANSFERABILITY AND FORM OF WARRANTS.
1.1. REGISTRATION. The Warrants shall be numbered and shall be registered
on the books of the Company when issued, in accordance with Delaware corporate
practice.
1.2. TRANSFER. The Warrants shall be transferable only on the books of the
Company maintained at its principal office in Newton, Massachusetts, or wherever
its principal office may then be located, upon delivery thereof duly endorsed by
the Warrantholder seeking such transfer or by its duly authorized attorney or
representative, accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
execute and deliver new Warrants to the person entitled thereto.
1.3. LIMITATIONS ON TRANSFER OF THE WARRANTS. Subject to the provisions of
Section 11 of this Agreement, the Warrants shall not be sold, assigned,
hypothecated or otherwise transferred by any Warrantholder until a date one year
after the date of their issuance, except to: (i) one or more persons, each of
whom on the date of transfer is an officer of the Manager; (ii) a general
partnership or general partnerships, all the general partners in which are the
Manager or controlling persons of the Manager and one or more persons, each of
whom on the date of transfer is an officer of the Manager; (iii) a successor to
the Manager by merger or consolidation; (iv) a purchaser of all or substantially
all of the Manager's assets; or (v) any person acquiring the Warrants upon the
death of a Warrantholder by will or the laws of descent and distribution. The
term "Warrants" shall include any and all warrants outstanding pursuant to this
Agreement,
including those evidenced by a certificate or certificates issued upon division,
exchange, substitution or transfer pursuant to this Agreement.
1.4. FORM OF WARRANTS. The form of certificate evidencing the Warrants
shall be substantially as set forth in Exhibit A attached hereto. Certificates
evidencing the Warrants shall be executed on behalf of the Company by its
Chairman, President or by any Vice President, shall be attested to by its
Secretary or any Assistant Secretary, and shall be dated as of the date of
execution thereof.
1.5. LEGEND ON COMMON STOCK. The Warrants, and the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). Each
certificate for Shares shall bear the following legend unless, at the time of
exercise, such Shares are the subject of a currently effective registration
statement under the Act:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED,
EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN
COMPLIANCE WITH SECTION 11 OF THE PLACEMENT MANAGER'S WARRANT AGREEMENT BY AND
BETWEEN THE ISSUER AND SUNRISE SECURITIES CORP. DATED MAY 28, 1997."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.
Section 2. EXCHANGE OF WARRANT CERTIFICATE. Any Warrant certificate may be
exchanged for another certificate or certificates entitling a Warrantholder to
purchase a like aggregate number of Shares as the certificate or certificates
surrendered then entitles such Warrantholder to purchase. Any Warrantholder
desiring to exchange a Warrant certificate shall make such request in writing
delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be so exchanged. Thereupon, the Company
shall execute and deliver to the person entitled thereto a new Warrant
certificate as so requested.
Section 3. TERM OF WARRANTS; EXERCISE OF WARRANTS
(a) Subject to the terms of this Agreement, each Warrantholder shall have
the right, at any time during the period commencing at 9:00 a.m., Eastern Time,
on May 28, 1997 (the "Commencement Date") and ending at 5:00 p.m., Eastern Time,
on May 28, 2002 (the "Termination Date"), to purchase from the Company up to the
------
number of fully paid and nonassessable Shares which such Warrantholder may at
the lime be entitled to purchase pursuant to this Agreement, upon surrender to
the Company at its principal office of the certificates evidencing the Warrants
to be exercised, with the purchase form on the reverse thereof duly
completed and signed, and upon payment to the Company of the Warrant Price (as
defined in and determined in accordance with the provisions of this Section 3
and Sections 7 and 8 hereof) for the number of Shares in respect of which such
Warrants are then exercised, but in no event for fewer than 100 Shares (unless
fewer than an aggregate of 100 Shares are then purchasable under all outstanding
Warrants held of record by a Warrantholder). Payment of the aggregate Warrant
Price shall be made in cash or by certified or cashier's check, in next day
funds, or any combination thereof.
(b) In lieu of exercising the Warrants as provided in Section 3(a) above, a
Warrantholder may elect to receive, without any cash payment, a number of Shares
equal to the value (as determined below) of any or all of the Warrants held of
record by such Warrantholder, upon surrender to Company at its principal office
of the certificates evidencing such Warrants, with the cashless exercise form on
the reverse side thereof duly completed and signed, in which event the Company
shall issue to the holder a number of Shares computed using the following
formula:
X = Y(A-B)
------
A
where X = the number of Shares to be issued pursuant to this Section 3(b).
Y = the number of Shares issuable upon exercise of the surrendered
Warrants.
A = the Market Price, as defined in Section 9 of this Agreement, on the
date when the certificates evidencing the surrendered Warrants are
received by the Company at its principal office.
B = the Warrant Price on such date.
(c) Upon surrender of Warrant certificates and (in the case of exercise
pursuant to Section 3(a)) payment of the Warrant Price, the Company shall issue
and cause to be delivered with all reasonable dispatch to or upon the written
order of a Warrantholder, and (subject to Section 11 hereof) in such name or
names as such Warrantholder may designate, a certificate or certificates for the
number of full Shares so acquired upon the exercise of the Warrant, together
with cash, as provided in Section 9 hereof, in respect of any fractional Shares
otherwise issuable upon such surrender. Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Shares as of the date
of surrender of the Warrants being exercised and (in the case of exercise
pursuant to Section 3(a)) payment of the Warrant Price notwithstanding that the
certificate or certificates representing such securities shall not actually have
been delivered or that the stock transfer books of the Company shall then be
closed. The Warrants shall be exercisable at the election of a Warrantholder
either in full or from time to time in part and, in the event that a certificate
evidencing Warrants is exercised in respect of fewer than all of the Shares
specified
PAGE>
therein at any time prior to the Termination Date, a new certificate evidencing
the remaining portion of the Warrants shall be issued by the Company.
Section 4. PAYMENT OF TAXES. The Company will pay all taxes and fees, if
any, attributable to the initial issuance of the Warrants or the issuance of
Shares upon exercise of the Warrants; provided that the Company shall not be
required to pay any tax or fee which may be payable in respect of any secondary
transfer of the Warrants or such Shares.
Section 5. MUTILATED OR MISSING WARRANTS. In case the certificate or
certificates evidencing any Warrants shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the affected Warrantholder,
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and representing an equivalent right or interest,
but only upon receipt of evidence satisfactory to the Company of the loss, theft
or destruction of such Warrant and, if requested, at the cost and expense of the
Warrantholder, a bond of indemnity in form and amount satisfactory to the
Company. Applicants for such substitute Warrants certificate shall also comply
with such other reasonable regulations as the Company may prescribe.
Section 6. RESERVATION OF COMMON STOCK. There has been reserved, and the
Company shall at all times keep reserved so long as any Warrants remain
outstanding, out of its authorized share capital, such number of Common Stock as
shall be subject to purchase under all outstanding Warrants. Every transfer
agent for the Common Stock and other securities of the Company issuable upon the
exercise of Warrants will be irrevocably authorized and directed at all times
to reserve such number of authorized shares of Common Stock and other securities
as shall be requisite for such purpose. The Company will keep a copy of this
Agreement on file with every transfer agent for the Common Stock -and other
securities of the Company issuable upon the exercise of the Warrants. The
Company will supply every such transfer agent with duly executed stock and other
certificates, as appropriate, for such purpose and will provide or otherwise
make available any cash which may be payable as provided in Section 9 hereof.
Section 7. WARRANT PRICE. "Warrant Price" shall mean the price per Share
at which Shares shall at any time be purchasable upon the exercise of the
Warrants. The initial Warrant Price shall be $5.00, subject to adjustment
pursuant to Section 8 hereof.
Section 8. ADJUSTMENT OF NUMBER AND KIND OF SECURITIES. The number and
kind of securities purchasable upon the exercise of the Warrants and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events, as follows:
8.1. ADJUSTMENTS.
(a) In case the Company shall (i) pay a dividend in Common Stock or
make a distribution in Common Stock, (ii) subdivide its outstanding Common
Stock, (iii) combine its outstanding Common Stock into a smaller number of
shares of Common Stock, or (iv) issue, by reclassification of its Common
Stock, other securities of the Company, the
number of Shares or other securities purchasable upon exercise of the
Warrants immediately prior thereto shall be adjusted so that each
Warrantholder shall be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which it would have owned
or would have been entitled to receive immediately after the happening of
any of the events described above, had the Warrants been exercised
immediately prior to the happening of such event or any record date with
respect thereto. Any adjustment made pursuant to this subsection 8.l(a)
shall become effective immediately on the effective date of such event
retroactive to the record date, if any, for such event.
(b) In case the Company shall issue rights, options, warrants or
convertible securities to all or substantially all holders of its Common
Stock without any charge to such holders, entitling them to subscribe for
or purchase shares of Common Stock at a price per share which, at the
record date mentioned below, is lower than the then effective Warrant Price
(calculated pursuant to this Section 8), the number of Shares thereafter
purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of Shares theretofore purchasable upon exercise of
the Warrant by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding immediately prior to the issuance of
such rights, options, warrants or convertible securities plus the number of
additional Common Stock offered for subscription or purchase, and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible securities plus the number of shares which the aggregate
offering price of the total number of shares offered would purchase at such
then effective Warrant Price. Such adjustment shall be made whenever such
rights, options, warrants or convertible securities are issued, and shall
become effective immediately and retroactive to the record date for the
determination of shareholders entitled to receive such rights, options,
warrants or convertible securities, provided no such adjustment shall be
made for rights issued in connection with what is customarily referred to
as a "poison pill" or "shareholder rights plan."
(c) In case the Company shall distribute to all or substantially all
holders of its Common Stock evidences of its indebtedness or assets
(excluding cash dividends or distributions out of earnings) or rights,
options, warrants or convertible securities containing the right to
subscribe for or purchase Shares (excluding those referred to in subsection
8.1(b) above and rights in connection with a shareholder rights plan), then
in each case the number of Shares thereafter purchasable upon the exercise
of the Warrants shall be determined by multiplying the number of Shares
theretofore purchasable upon exercise of the Warrants by a fraction, of
which the numerator shall be the then effective Warrant Price as of the
date of such distribution calculated pursuant to this Section 8, and of
which the denominator shall be such then effective Warrant Price on such
date minus the then fair value (determined as provided in subparagraph (f)
below) of the portion of the assets or evidences of indebtedness so
distributed or of such subscription rights, options, warrants or
convertible securities applicable to one share. Such adjustment shall be
made whenever any such distribution is made and shall become effective on
the date of
distribution retroactive to the record date for the determination of
shareholders entitled to receive such distribution.
(d) No adjustment in the number of Shares purchasable pursuant to the
Warrants shall be required unless such adjustment would require an increase
or decrease of at least one percent in the number of Shares then
purchasable upon the exercise of the Warrants or, if the Warrants are not
then exercisable, the number of Shares purchasable upon the exercise of the
Warrants on the first date thereafter that the Warrants become exercisable;
provided that any adjustments which by reason of this subsection 8.1(d)
are not required to be made immediately shall be carried forward and taken
into account in any subsequent adjustment.
(e) Whenever the number of Shares purchasable upon the exercise of a
Warrant is adjusted, as herein provided, the Warrant Price payable upon
exercise of such Warrant shall be adjusted by multiplying such Warrant
Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Shares purchasable upon the exercise of
the Warrant immediately prior to such adjustment, and of which the
denominator shall be the number of Shares so purchasable upon the exercise
of the Warrant immediately thereafter.
(f) Whenever the number of Shares purchasable upon the exercise of
Warrants is adjusted as herein provided, the Company shall cause to be
promptly mailed to the Warrantholders by first class mail, postage prepaid,
notice of such adjustment and a certificate of the chief financial officer
of the Company setting forth the number of Shares purchasable upon the
exercise of the Warrants after such adjustment, a brief statement of the
facts requiring such adjustment and the computation by which such
adjustment was made.
(g) For the purpose of this subsection 8.1, the term Common Stock
shall mean (i) the class of Common Stock designated as the Common Stock of
the Company at the date of this Agreement, or (ii) any other class of
shares resulting from successive changes or reclassification of such Common
Stock consisting solely of changes in par value, or from par value to no
par value, or from no par value to par value. In the event that at any
time, as a result of an adjustment made pursuant to this Section 8, a
Warrantholder shall become entitled to purchase any securities of the
Company other than Common Stock, (i) if the Warrantholders' right to
purchase is on any other basis than that available to all holders of the
Common Stock, the Company shall obtain an opinion of an independent
investment banking firm valuing such other securities and (ii) thereafter
the number of such other securities so purchasable upon exercise of the
Warrants shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect
to the Common Stock contained in this Section 8.
(h) Upon the expiration of any rights, options, warrants or conversion
privileges, if such shall not have been exercised, the number of Shares
purchasable upon exercise of the Warrants, to the extent the Warrants have
not then been exercised, shall,
upon such expiration, be readjusted and shall thereafter be such as they
would have been had they been originally adjusted (or had the original
adjustment not been required, as the case may be) on the basis of (A) the
fact that the only shares of Common Stock so issued were the shares of
Common Stock, if any, actually issued or sold upon the exercise of such
rights, options, warrants or conversion privileges, and (B) the fact that
such shares of Common Stock, if any, were issued or sold for the
consideration actually received by the Company upon such exercise plus the
consideration, if any, actually received by the Company for the issuance,
sale or grant of all such rights, options, warrants or conversion
privileges whether or not exercised; provided, however, that no such
readjustment shall have the effect of decreasing the number of Shares
purchasable upon exercise of the Warrants by an amount in excess of the
amount of the adjustment initially made in respect of the issuance, sale or
grant of such rights, options, warrants or conversion privileges.
8.2. NO ADJUSTMENT FOR DIVIDENDS. Except as provided in subsection 8.1,
no adjustment to the Warrants or any provision or condition thereof in respect
of any dividends or distributions out of earnings shall be made during the term
of the Warrants or upon the exercise of Warrants.
8.3. NO ADJUSTMENT IN CERTAIN CASES. No adjustments to the Warrants or any
provision or condition thereof shall be made pursuant to Section 3 or Section 8
hereof in connection with (i) the issuance of any Securities sold as part of the
Offering pursuant to the Placement Agreement, or the issuance of Common Stock
upon exercise of the Warrants, or (ii) the grant or exercise of the options to
purchase Common Stock under the Company's Stock Plans or any future option plan
for the sole benefit of the Company's employees and directors.
8.4. PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION,
ETC. In case of any consolidation of the Company with or merger of the Company
into another entity or in case of any sale or conveyance to another entity of
the property, assets or business of the Company as an entirety or substantially
as an entirety, the Company or such successor or purchasing entity, as the case
may be, shall execute with the Warrantholders an agreement that the
Warrantholders shall have the right thereafter, upon exercise of the Warrants
and payment of the Warrant Price in effect immediately prior to such
consolidation, merger or sale, to purchase the kind and amount of shares and
other securities and property which it would have been entitled to receive after
the happening of such consolidation, merger, sale or conveyance had the Warrants
been exercised immediately prior thereto. In the event of a merger described in
Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor
provision), in which the Company is the surviving corporation, the right to
purchase Shares under the Warrants shall terminate on the date of such merger
and thereupon the Warrants shall become null and void, but only if the
controlling corporation (after such event) shall agree to substitute for the
Warrants its warrants entitling the holder thereof to purchase the kind and
amount of shares and other securities and property which it would have been
entitled to receive had the Warrants been exercised immediately prior to such
merger. Any such agreements referred to in this subsection 8.4 shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to
the adjustments provided for in Section 8 hereof, and shall contain
substantially the same terms, conditions and provisions as are contained herein
immediately prior to such event. The provisions
of this subsection 8.4 shall similarly apply to successive consolidations,
mergers, sales or conveyances.
8.5. NOMINAL VALUE OF COMMON STOCK. Before taking any action which would
cause an adjustment effectively reducing the portion of the Warrant Price
allocable to each Share below the then nominal value per Share issuable upon
exercise of the Warrants, the Company will take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Shares upon exercise of
the Warrants.
8.6. INDEPENDENT PUBLIC ACCOUNTANTS. The Company may retain a firm of
independent public accountants of recognized national standing in the United
States (which may be any such firm regularly employed by the Company) to make
any computation required under this Section 8, and a certificate signed by such
firm shall be evidence of the correctness of any computation made under this
Section 8.
8.7. STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments in
the number of securities issuable upon exercise of Warrants, Warrant
certificates theretofore or thereafter issued may continue to express the same
number of securities as are stated in the similar Warrant certificates initially
issuable pursuant to this Agreement. However, the Company may, at any time in
its reasonable discretion, make any change in the form of Warrant certificate
that it may deem appropriate and that does not affect the substance thereof; and
any Warrant certificate hereafter issued, whether upon registration of transfer
of, or in exchange or substitution for, an outstanding Warrant certificate, may
be in the form so changed.
Section 9. FRACTIONAL INTERESTS; MARKET PRICE. The Company shall not be
required to issue fractional Shares upon the exercise of any Warrant. If any
fraction of a Share would, except for the provisions of this Section 9, be
issuable on the exercise of any Warrant (or specified portion thereof), the
Company shall pay an amount in cash equal to the Market Price multiplied by such
fraction. For all purposes of this Agreement, the term Market Price as of any
specified date shall mean (i) if the Common Stock is traded in the United States
over-the-counter market and not on the Nasdaq System or on any United States
national securities exchange, the average of the mean between the bid and asked
prices of the Common Stock on each of the five consecutive trading days
immediately preceding the date in question, as reported by the National
Quotation Bureau Incorporated or an equivalent generally accepted reporting
service, or (ii) if the Common Stock is traded on the Nasdaq System or on one or
more United States national securities exchanges, the average, for the five
consecutive trading days immediately preceding the date in question, of the
daily closing price of the Common Stock on the Nasdaq System or the daily
closing price for consolidated transactions on the principal United States
national securities exchange on which the Common Stock is listed, or (iii) if
the Common Stock is not traded in the United States over-the-counter market, the
Nasdaq System or any United States national securities exchange, the average,
for the five consecutive trading days immediately preceding the date in
question, of the daily closing price of the Common Stock on the principal non-
United States exchange on which the Common Stock is listed. The daily closing
price referred to in
clauses (ii) and (iii) above shall be the last reported sale price on the day in
question or, if no reported sale takes place on such day, the average of the
reported closing bid and asked prices.
Section 10. NO RIGHTS AS SHAREHOLDER; NOTICES TO WARRANTHOLDERS. Nothing
contained in this Agreement or in the Warrants shall be construed as conferring
upon the Warrantholder or any transferee of a Warrant any rights as a
shareholder of the Company, including (without limitation) the right to vote,
receive dividends, consent or receive notices as a shareholder in respect of any
meeting of shareholders for the election of directors of the Company or any
other matter. If, however, at any time prior to the expiration of the Warrants
and prior to their exercise in full, any one or more of the following events
shall occur:
(a) any action which would require an adjustment pursuant to Section 8.1 or
8.4; or
(b) a dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation, merger or sale of its property, assets and
business as an entirety or substantially as an entirety) shall be proposed;
then the Company shall give notice in writing of such event to each of the
Warrantholders, as provided in Section 14 hereof, at least 20 days prior to the
date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to any relevant dividend,
distribution, subscription rights or other rights or for the determination of
shareholders entitled to vote on such proposed dissolution, liquidation or
winding up. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. Failure to mail or receive such notice
or any defect therein shall not affect the validity of any action taken with
respect thereto.
Section 11. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS.
(a) The Manager agrees and undertakes that if any Warrantholder proposes to
sell or otherwise transfer any Warrants or Shares other than to persons or
entities identified in clauses (i) through (v), inclusive, of Section 1. 3, and
if such Warrants or Shares are not then registered for resale pursuant to an
effective registration statement under the Act, the Warrantholder proposing to
make such transfer shall give written notice to the Company describing briefly
the manner in which any such proposed transfer is to be made; and no such
transfer shall be made unless the Company shall notify such Warrantholder that
in the opinion counsel reasonably satisfactory to such Warrantholder,
registration under the Act is not required with respect to such transfer.
(b) If at any time during the period prior to the Termination Date the
Shares are not subject to an effective registration statement under the Act (a
"Registration Statement"), the Company shall be obligated to the Warrantholders
and the registered holders of the Shares issued upon exercise of the Warrants
(collectively with the Warrantholders, the "Holders"), as follows:
(i) Whenever during the five-year period beginning on the
Commencement Date and ending on the Termination Date, the Company
proposes to file with the Securities and Exchange Commission (the
"Commission") a
Registration Statement (other than a registration statement on Form S-
8 (or other form) relating solely to securities issued pursuant to an
employee benefit plan, or a registration statement on Form F-4 or S-4
or any successor form thereto), the Company shall, at least 30 days
prior to each such proposed filing, give written notice thereof to the
Holders at their respective addresses appearing on the records of the
Company, and shall offer to include and shall include in such filing
any Shares as to which written requests for such inclusion are
received by the Company from Holders not more than 20 days after such
Company's notice is mailed to the Holders. The Shares which are the
subject of valid requests from Holders are hereinafter referred to as
the "Piggyback Shares." If such registration statement relates in
whole or in part to an underwritten public offering of the Common
Stock by the Company, the right of any Holder to registration pursuant
to this Section 11(b) shall be conditioned upon such Holder's
participation in any underwriting of the Company's public offering.
All Holders proposing to distribute their Piggyback Shares through
such underwriting shall (together with the Company and other holders
of Common Stock participating in such underwriting) enter into an
underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company. In
addition, if, after the number of Piggyback Shares is determined, the
managing underwriter of such offering determines that marketing
factors require a limitation on the number of shares of Common Stock
to be underwritten other than those to be offered by the Company for
its own account, the managing underwriter may exclude any or all of
the Piggyback Shares from such registration statement and
underwriting, but only to the extent that the Company excludes Common
Stock which other shareholders of the Company have requested the
Company to include in such registration statement and underwriting
pursuant to "piggyback rights" similar to those granted in this
Section 11(b) (such other Common Stock which is the subject of such
requests are hereinafter referred to as "Other Piggyback Shares"). In
the event that any Piggyback Shares are so excluded, the number of
Piggyback Shares and Other Piggyback Shares that shall be included in
such registration statement and underwriting shall be allocated
equally among all Holders and the holders of Other Piggyback Shares in
proportion, as nearly as practicable, to the total number of Piggyback
Shares and Other Piggyback Shares. If any Piggyback Shares are
excluded from registration pursuant to the foregoing, then the
percentage set forth in Sections 11(b)(ii) and (iii) shall thereafter
be reduced from 50% to 25%, and the Company's obligation to file a
Registration Statement under Section 11(b)(ii) shall be increased to
two Registration Statements.
(ii) In addition to any Registration Statement pursuant to
subparagraph (i) above, during the five-year period beginning on the
Commencement Date and ending on the Termination Date, the Company
shall, as promptly as practicable (but in any event within 75 days),
after receipt of a written request (the "Registration Request") by a
Holder or Holders holding of record (or having the right to acquire
upon exercise of Warrants) at least 50% of the total number of
shares of Common Stock issuable upon exercise of the Warrants granted
to the Manager and its designees pursuant to the Offering, prepare and
file with the Commission at the Company's expense a Registration
Statement, and (if required) any related filing with any State
securities regulator, sufficient to permit the public offering of the
Shares covered by the Registration Request. Within ten days of the
Company's receipt of a Registration Request, it shall give written
notice thereof to the Holders who did not join in the Registration
Request, at their respective addresses appearing on the records of the
Company, and shall offer to include and shall include in such
Registration Statement any Shares as to which written requests for
such inclusion are received by the Company from such Holders not more
than 20 days after the Company's notice is mailed to such Holders. The
Company will use its best efforts at its expense to cause such
Registration Statement to become effective under the Act as promptly
as practicable and to maintain such effectiveness until the earlier of
the time that all the registered Shares have been sold or the
expiration of three hundred sixty-five (365) days from the effective
date of the Registration Statement. The Company shall be required to
file one Registration Statement under this Section 1 l(b)(ii) (or two
in the circumstances provided in Section 11(b)(i)).
(iii) In addition to any Registration Statement pursuant to
subparagraphs (i) and (ii) above, during the five-year period
beginning on the Commencement Date and ending on the Termination Date,
the Company shall, as promptly as practicable (but in any event within
75 days), after receipt of a written request (the "Registration
Request") by Warrantholders holding of record at least 50% of the
total number of Warrants to be issued pursuant to the Offering,
prepare and file with the Commission at such Warrantholders' expense a
Registration Statement, and (if required) any related filing with any
State securities regulator, sufficient to permit the public offering
of the Shares covered by the Registration Request. Within ten days of
the Company's receipt of a Registration Request, it shall give written
notice thereof to the Warrantholders who did not join in the
Registration Request, at their respective addresses appearing on the
records of the Company, and shall offer to include and shall include
in such Registration Statement any Shares as to which written requests
for such inclusion are received by the Company from such
Warrantholders not less than 20 days after the Company's notice is
mailed to such Warrantholders. The Company will use its best efforts
at the Warrantholders' expense to cause such Registration Statement to
become effective under the Act as promptly as practicable and to
maintain such effectiveness until the earlier of the time that all the
registered Shares have been sold or the expiration of three hundred
sixty-five (365) days from the effective date of the Registration
Statement. The Company shall be required to file one Registration
Statement under this Section 11 (b)(iii).
(c) In connection with any Registration Statement filed pursuant to
paragraph (b) of this Section 11, the Company shall take such action as may be
necessary or appropriate to comply with the securities or blue sky laws of such
states of the United States as shall reasonably be
requested by the Holders, and shall do any and all other acts which may be
necessary or advisable to permit the proposed sale or other disposition of the
Shares in any such state; provided that in no event shall the Company be
obligated in connection therewith to qualify as a foreign corporation or as a
dealer in any jurisdiction where it is not already so qualified, or to execute a
general consent for service of process in suits other than those arising .out of
the offer and sale of the Shares, or to take any action which would subject it
to taxation in any jurisdiction where it is not then so subject.
(d) The Company's obligations under paragraph (b) of this Section 11 with
respect to any Holder shall be conditioned in each instance upon the timely
receipt by the Company in writing of (i) information from such Holder as to the
proposed plan of distribution of such Holder's Shares to be included in a
Registration Statement, (ii) such other information as may be required by law
from such holder, or its underwriter or other agent, for inclusion in such
Registration Statement, and (iii) if such holder is not the Manager or the
Manager Designee, an agreement to be bound by the provisions of Sections 12 and
13 of this Agreement.
(e) Each Holder will not make any sale of the Shares, pursuant to the
Registration Statement referred to in this Section 11 without effectively
causing the prospectus delivery requirements under the Securities Act to be
satisfied. Each Holder acknowledges that there may occasionally be times when
the Company must suspend the use of the prospectus forming a part of the
Registration Statement until such time as an amendment to such registration
statement has been filed by the Company and declared effective by the Commission
or until the Company has amended or supplemented such prospectus. The Company
will use its best efforts to cause such amended registration statement to be
declared effective and/or to deliver such amended or supplemented prospectus as
soon as possible. Each Holder hereby covenants that it will not sell any Shares
pursuant to said prospectus without first confirming with the Company that the
Registration Statement has not been suspended, and during the period commencing
at the time at which the Company gives the Holder notice of the suspension of
the use of said prospectus and ending at the time the Company gives the Holder
notice that the Holder may thereafter effect sales pursuant to said prospectus.
(f) The Company shall pay all fees, disbursements and out-of-pocket
expenses (other than any Holder's brokerage fees and commissions and legal fees)
payable in connection with (i) any Registration Statement filed under paragraph
11(b)(i) and (ii) (or the opinion of counsel referred to in paragraph 1l(f) and
any related no-action letter of the Commission staff) and (ii) compliance with
applicable state securities and blue sky laws. The Company at its expense will
supply the Holders of Shares included in a Registration Statement with copies of
such Registration Statement and the prospectus included therein and other
related documents and opinions and no-action letters, in such quantities as may
be reasonably requested by such Holders. In connection with each Registration
Statement, the Company shall furnish to Holders of Shares included therein such
opinions of counsel, comfort letters of accountants, certificates and other
documents that are customary in connection with underwritten public offerings
and that are reasonably requested by such Holders.
(g) The Company shall not be required by this Section 11 to include in any
Registration Statement any Shares which, in the opinion of counsel for the
Company, could be sold pursuant to Rule 144 under the Act in any three-month
period without volume limitation.
(h) The Company represents that the registration rights provided in this
Section 11 are not inconsistent with, and will in no way be limited by,
registration rights previously granted by the Company to its securityholders.
Section 12. INDEMNIFICATION.
(a) In the event that any Registration Statement is filed pursuant to
Section 11 hereof, the Company will indemnify and hold harmless each Holder
identified as a selling security holder therein, and each person, if any, who
controls such Holder within the meaning of the Act, against any and all losses,
claims, damages or liabilities, joint or several (including any reasonable
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claim
asserted), to which they or any of them may become subject under the Act, the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or other
federal or state law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any such Registration Statement, any related
preliminary prospectus, final prospectus, or amendment thereof or supplement
thereto, or any related blue sky filing, or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided that the Company shall not be
liable under this section 12(a) in any such case to the extent that any such
losses, claims, damages or liabilities arise solely out of or are based upon an
untrue statement of a material fact contained in, or any omission of a material
fact from, such Registration Statement, preliminary prospectus, final prospectus
or amendment thereof or supplement thereto in reliance upon, and in conformity
with, information furnished in writing to the Company by such Holder
specifically for use therein. This indemnity will be in addition to any
liability which the Company may otherwise have.
(b) Each Holder who is identified as a selling security holder in a filed
Registration Statement will severally, and not jointly, indemnify and hold
harmless the Company, each other person referred to in subparts (1), (2) and (3)
of Section 11 (a) of the Act in respect of the Registration Statement, and each
person, if any, who controls the Company or any such person within the meaning
of Section 15 of the Act, against any and all losses, claims, damages or
liabilities (including any reasonable investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any of them, may
become subject under the Act, the Exchange Act or other federal or state law or
regulation, at common law, or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement, any related preliminary prospectus,
final prospectus or amendment thereof or supplement thereto, or any related blue
sky filing, or (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
omission was made in such Registration Statement, preliminary prospectus, final
prospectus or amendment thereof or supplement thereto in reliance upon, and in
conformity with, information furnished in writing to the Company by such Holder
specifically for use therein. This indemnity will be in addition to any
liability which a Holder may otherwise have to the Company.
(c) Any party that proposes to assert the right to be indemnified under
this Section 12 shall, promptly after receipt of notice of the commencement of
any action, suit or proceeding against such party in respect of which a claim is
to be made against an indemnifying party or parties under this Section, notify
each such indemnifying party of the commencement thereof, enclosing a copy of
all papers served. No indemnification provided for in Section 12(a) or 12(b)
shall be available to any party who shall fail to give notice as provided in
this Section 12(c) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the omission so to notify such
indemnifying party of any such action, suit or proceeding shall not relieve it
from any liability that it may have to any indemnified party otherwise than
under this Section 12 or Section 13. In case any such action, suit or
proceeding is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, such indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party, and, after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof and the approval by the indemnified party of such
counsel (which approval shall not unreasonably be withheld), the indemnifying
party shall not be liable to such indemnified party for any legal or other
expenses, except as provided below and except for the reasonable costs of
investigation subsequently incurred by such indemnified party in connection with
the defense thereof. The indemnified party shall have the right to employ its
own counsel in any such action, suit or proceeding but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
employment of counsel by such indemnified party has been authorized in writing
by the indemnifying parties, (ii) the indemnified party shall have reasonably
concluded that there may be differing or additional defenses available to it and
not to one or more of the indemnifying parties in such action, suit or
proceeding (in which case the indemnifying parties shall not have the right to
direct the defense of such action, suit or proceeding on behalf of the
indemnified party), or (iii) the indemnifying parties shall not have employed
counsel to assume the defense of such action within a reasonable time after
notice of the commencement thereof, in each of which cases the fees and expenses
of the indemnified party's counsel shall be at the expense of the indemnifying
parties; however, the indemnifying party shall not, in connection with any one
such action, suit or proceeding or separate but substantially similar or related
actions, suits or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for the Holders and
controlling persons, which firm shall be designated in writing by a majority in
interest of such Holders and controlling persons (based upon the value of the
Shares included in the Registration Statement). An indemnifying party shall
not be liable for any settlement of any action, suit, proceeding or claim
effected without its written consent.
Section 13. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 12 is due in accordance with its terms but for any reason is held to be
unavailable or insufficient to hold harmless an indemnified party, the Company
(including for this purpose any controlling person of the Company, any director
of the Company and any officer of the Company who signed the Registration
Statement) on the one hand, and the Holders (including for this purpose any
controlling persons thereof) on the other hand, shall, in lieu of indemnifying
such indemnified party, contribute to the aggregate losses, claims, damages or
liabilities referred to in Section 12 above (including any investigation, legal
and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claims asserted, but
after deducting any contribution received by or payable to the Company from
other persons other than the Holders, such as other selling securityholders,
persons who control the Company within the meaning of the Act, officers of the
Company who signed the Registration Statement, and directors of the Company),
(a) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Holders from the offering or offerings covered
by the Registration Statement or, (b) if the allocation provided by clause (a)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (a) above but
also the relative fault of the Company and the Holders in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and any Holder on
the other hand shall be deemed to be in the same proportion as (x) the total
proceeds (if any) received by the Company from the offering or offerings covered
by the Registration Statement (net of underwriting discounts but before
deducting expenses, if applicable), plus all cash proceeds received by the
Company from the exercise of the Warrants for the Shares of such Holder included
in the Registration Statement, bear to (y) the total proceeds received by such
Holder from the sale of Shares included in the Registration Statement. The
relative fault of the Company and any Holder shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission related to information supplied by, the Company or
such Holder, and their relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the
Manager, the Manager Designee and the Holders agree that it would not be just
and equitable if contribution pursuant to this Section 13 were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 13, in no case shall any Holder (except as may be provided by
agreement among them) be liable or responsible for any amount in excess of the
proceeds received by such Holder from the sale of the Shares included in the
Registration Statement; provided that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 13, each person, if
any, who controls a Holder within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act shall have the same rights to contribution as
such Holder, and each person, if any,
who controls the Company within the meaning of the Section 15 of the Act or
Section 20(a) of the Exchange Act, each director of the Company and each officer
of the Company who shall have signed the Registration Statement, shall have the
same rights to contribution as the Company, subject in each case to clauses (i)
and (ii) in the immediately preceding sentence of this Section 13. Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim
for contribution may be made against another party or parties under this Section
13, notify such party or parties from whom contribution may be sought, and the
omission so to notify such party or parties from whom contribution may be sought
shall relieve the party or parties from whom contribution may be sought (if such
party was unaware of such action, suit or proceeding and was materially
prejudiced by such omission) from any liability under this Section 13, but not
from any other obligation it or they may have hereunder or otherwise than under
this Section 13. No party shall be liable for contribution with respect to any
settlement of an action, suit, proceeding or claim effected without its written
consent. The obligations of the Holders to contribute pursuant to this Section
13 are several in proportion to their respective number of Shares included in
the Registration Statement, and not joint.
Section 14. NOTICES. Any notice pursuant to this Agreement shall be in
writing and shall be deemed to have been duly given (i) if given by facsimile
transmission on the business day on which such transmission is sent and
confirmed, (ii) if given by air courier, two business days following the date it
was sent or (iii) if mailed by certified mail, return receipt requested, ten
business days following the date it was mailed, to the following addresses
(unless another address is herein specified):
(a) If to a Holder, addressed to: Sunrise Securities Corp., ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇. ▇▇▇▇▇▇ Low (fax:
▇▇▇-▇▇▇-▇▇▇▇), with a copy to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. (fax: ▇▇▇-▇▇▇-▇▇▇▇).
(b) If to the Company, addressed to: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (fax: ▇▇▇-▇▇▇-▇▇▇▇) with a copy
to: ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, High Street Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq. (fax: ▇▇▇-▇▇▇-▇▇▇▇).
Each party may from time to time change the address or fax number to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.
Section 15. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company, the Manager and the Holders
shall bind and inure to the benefit of their respective successors and assigns.
Section 16. MERGER OR CONSOLIDATION OF THE COMPANY. The Company shall not
merge or consolidate with or into any other corporation or sell all or
substantially all of its property to another corporation, unless the provisions
of Section 8.4 are complied with.
Section 17. APPLICABLE LAW; SUBMISSION TO JURISDICTION. THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
SAID STATE (WITHOUT REFERENCE TO ITS RULES AS TO CONFLICTS OF LAWS). The Company
hereby agrees to the exclusive jurisdiction of the courts of the State of
Delaware or the federal courts sitting in the State of Delaware in connection
with any action arising out of this Agreement.
Section 18. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Warrantholders and holders of Shares any legal or equitable right, remedy or
claim under this Agreement. This Agreement shall be for the sole and exclusive
benefit of the Company and the Holders.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the date and year first above written.
MATRITECH, INC.
By:__________________________________________
Name:
Title:
[PLACEMENT MANAGER DESIGNEE]
By:__________________________________________
Name:
[FORM OF WARRANT CERTIFICATE]
EXHIBIT A
---------
"THE WARRANTS REPRESENTED BY THIS CERTIFICATE, AND THE SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS, HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES. SUCH WARRANTS AND SECURITIES MAY
NOT BE SOLD, ASSIGNED, EXCHANGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 11 OF THE
PLACEMENT MANAGER'S WARRANT AGREEMENT BY AND BETWEEN THE ISSUER AND
SUNRISE SECURITIES CORP. DATED MAY 28, 1997."
WARRANT CERTIFICATE NO. _________
MATRITECH, INC.
(ORGANIZED UNDER THE LAWS
OF THE STATE OF DELAWARE)
WARRANTS TO PURCHASE COMMON STOCK
This certifies that, for value received, ___________________________ (the
"Warrantholder") is the registered owner of _____ warrants (the "Warrants") to
purchase from Matritech, Inc. (the "Company"), at any time during the period
commencing at 9:00 a.m., Eastern Time, on May 28, 1997 and ending at 5:00 p.m.,
Eastern Time, on May 28, 2002, at an initial purchase price per share of $5.00
(the "Warrant Price"), one share of Common Stock of the Company. The Warrants
are subject to, and each Warrantholder, by acceptance of this certificate,
consents to all the terms and provisions of the Warrant Agreement dated as of
May 28, 1997, between the Company and the Warrantholder, pursuant to which the
Warrants evidenced hereby were issued (the "Warrant Agreement").
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form herein duly
executed (with a signature guarantee as provided therein), and simultaneous
payment of the Warrant Price for each Warrant exercised, at the principal office
of the Company. Payment of such price shall be made at the option of each
Warrantholder in cash or by certified or cashier's check, in next day funds.
The Warrantholder may also receive Common Stock without any cash payment by
presentation of this Warrant Certificate with the Cashless Exercise Form herein
duly executed (with a signature guarantee as-provided therein) at the principal
office of the Company.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder effecting such partial exercise a new
Warrant Certificate in respect of the Common Stock as to which the Warrants
evidenced hereby shall not have been exercised. These Warrants may be exchanged
at the office of the Company by surrender of this Warrant Certificate properly
endorsed for one or more new Warrants of the same aggregate number of shares of
Common Stock as here evidenced by the Warrant or Warrants exchanged. No
fractional shares of Common Stock will be issued upon the exercise of rights to
purchase hereunder, but the Company shall pay the cash value of any fraction
upon the exercise of one or more Warrants. These Warrants are transferable at
the office of the Company in the manner and subject to the limitations set forth
in the Warrant Agreement.
This Warrant Certificate does not entitle any Warrantholder to any of the
rights of a shareholder of the Company.
MATRITECH, INC.
By:__________________________________________
Title:_______________________________________
ATTEST:
______________________________
Title:________________________
Dated: _________________, 1997
PURCHASE FORM
Matritech, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Pursuant to paragraphs 3(a) and (c) of the Warrant Agreement, the
undersigned hereby irrevocably elects to exercise the right of purchase
represented by this Warrant Certificate for, and to purchase thereunder,
________ shares of Common Stock ("Common Stock") provided for therein, and
requests that certificates for such Common Stock be issued in the name of:
______________________________
(Please Print or Type Name(s), Address and Taxpayer Identification Number(s))
______________________________
______________________________
______________________________
If this Warrant Certificate is hereby being exercised with respect to fewer
than all the Common Stock specified herein, please issue a new Warrant
Certificate for the unexercised balance of the Warrants, registered in the name
of the undersigned Warrantholder or his assignee as below indicated and
delivered to the address stated below.
Dated: ____________
Name of Warrantholder(s)
or Assignee(s) (Please Print):___________________________
___________________________
Address (Please Print):__________________________________
__________________________________
Signature(s):____________________________________________
____________________________________________
Note: The above signature(s) must correspond exactly with the name(s) as
written upon the face of this Warrant Certificate, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
CASHLESS EXERCISE FORM
Matritech, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Pursuant to paragraphs 3(b) and (c) of the Warrant Agreement, the
undersigned hereby irrevocably elects to exercise the right represented by this
Warrant Certificate for, and to receive thereunder without any cash payment,
_______ of the shares of Common Stock ("Common Stock") provided for therein, and
requests that certificates for such shares of Common Stock be issued in the name
of:
______________________________
(Please Print or Type Name(s), Address and Taxpayer Identification Number(s))
______________________________
______________________________
_______________________________
If this Warrant Certificate is hereby being exercised with respect to fewer
than all the Common Stock specified herein, please issue a new Warrant
Certificate for the unexercised balance of the Warrants, registered in the name
of the undersigned Warrantholder or his assignee as below indicated and
delivered to the address stated below.
Dated: ____________
Name of Warrantholder(s)
or Assignee(s) (Please Print):_____________________________
_____________________________
Address (Please Print):____________________________________
____________________________________
Signature(s):______________________________________________
______________________________________________
Note: The above signature(s) must correspond exactly with the name(s) as
written upon the face of this Warrant Certificate, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.
ASSIGNMENT
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
______________________________
______________________________
______________________________
(Name(s) and Address(es) of Assignee(s) Must be Printed or Typewritten)
the within Warrants, hereby irrevocably constituting and appointing
___________________ the undersigned's attorney-in-fact to transfer said Warrants
on the books of the Company, with full power of substitution.
Dated: _______________
______________________________
______________________________
Signature(s) of Registered Holder(s)
Note: The above signature(s) must correspond exactly with the name(s) as
written upon the face of this Warrant Certificate, without alteration or
enlargement or any change whatever.