THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
Warrant Certificate No.:______
Date of Issue:
Void after 5:00 p.m, Eastern Time on .
WARRANT TO PURCHASE
_________ SHARES OF COMMON STOCK
CELSION CORPORATION
This is to certify that, for value received,
____________
or registered assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from Celsion Corporation, a Maryland corporation
("Company"), at any time after ________ and not later than 5:00 p.m., Eastern
Time, on _____________,____________ shares of common stock, $0.01 par value, of
the Company ("Common Stock"), at the purchase price per share of $________. The
number of shares of Common Stock to be received upon the exercise of this
Warrant and the price to be paid for a share of Common Stock may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a
share of Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
(a) Exercise of Warrant. This Warrant may be exercised in whole or
in part at any time or from time to time on or after the date hereof, but not
later than 5:00 p.m., Eastern Time, on the date set forth above. If such date is
a day on which banking institutions are authorized by law to close, then the
expiration date shall be on the next succeeding day which shall not be such a
day. This Warrant may be exercised by presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, with written
notice duly executed and accompanied by payment in cash or cash equivalent of
the Exercise Price for the number of shares specified in such notice, together
with all federal and state taxes applicable upon such exercise. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the holder to purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant at the office or agency of the Company,
in proper form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder. The Form of Subscription Agreement,
attached hereto, has been executed by Holder and shall be confirmed as correct
at the time of exercise, or amended to reflect changes, and all other documents
reasonably requested.
(b) Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of shares of its Common Stock as shall be required for
issuance or delivery upon exercise of this Warrant.
(C) Fractional Shares. No fractional shares or script representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of such fractional share, determined as
follows:
(1) If the Common Stock is listed on a national
securities exchange, admitted to unlisted trading privileges on such
exchange or quoted on the Nasdaq National Market System or other
interdealer trading systems providing last sale information, the
current value shall be the last reported sale price of the Common Stock
on such exchange, Nasdaq/NMS or trading system on the last business day
prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average closing bid and asked prices for such day
on such exchange, Nasdaq/NMS or trading system; or
(2) If the Common Stock is not so listed or admitted
to unlisted trading privileges, the current value shall be the mean of
the last reported bid and asked prices reported by an interdealer
quotation system deemed reliable by the Company on the last business
day prior to the date of the exercise of this Warrant; provided that if
the Common Stock is quoted on more than one such system, the Company
shall utilize, in order of priority, Nasdaq, the NASD OTC Bulletin
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Board or the National Quotation Bureau, Inc.; or
(3) If the Common Stock is not so listed or admitted
to unlisted trading privileges and bid and asked prices are not so
reported, the current value shall be an amount, not less than book
value, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company, such determination to be final and
binding on the Holder.
(d) Restrictions on Transfer. The securities represented hereby
and the shares to be issued on exercise have not been registered under federal
or state securities laws. They may not be sold or offered for sale in the
absence of effective registration under such securities laws, or an opinion of
counsel satisfactory to the Company that such registration is not required.
(e) Exchange, Assignment or Loss of Warrant. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. Subject to compliance with paragraph (d), this
Warrant is assignable. Any such assignment shall be made by surrender of this
Warrant to the Company or at the office of its stock transfer agent, if any,
with written notice of assignment duly executed and funds sufficient to pay any
transfer tax; whereupon the Company shall, without charge, execute and deliver a
new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other Warrants which carry the same rights upon presentation
hereof at the office of the Company or at the office of its stock transfer
agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrant issued in
substitution for or replacement of this Warrant, or into which this Warrant may
be divided or exchanged and the term "original issue date hereof" shall refer to
the date that the Company first issued a Warrant which was subsequently
transferred or exchanged for another. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
(f) Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent set
forth herein.
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(g) Anti-Dilution Provisions.
(1) Adjustment of Number of Shares. Anything in this
Section (g) to the contrary notwithstanding, in case the Company shall
at any time issue Common Stock or convertible securities by way of
dividend or other distribution on any stock of the Company or subdivide
or combine the outstanding shares of Common Stock, the Exercise Price
shall be proportionately decreased in the case of such issuance (on the
day following the date fixed for determining shareholders entitled to
receive such dividend or other distribution) or decreased in the case
of such subdivision or increased in the case of such combination (on
the date that such subdivision or combination shall become effective).
(2) No Adjustment for Small Amounts. Anything in this
Section (g) to the contrary notwithstanding, the Company shall not be
required to give effect to any adjustment in the Exercise Price unless
and until the net effect of one or more adjustments, determined as
above provided, shall have required a change of the Exercise Price by
at least one cent, but when the cumulative net effect of more than one
adjustment so determined shall be to change the actual Exercise Price
by at least one cent, such change in the Exercise Price shall thereupon
be given effect.
(3) Number of Shares Adjusted. Upon any adjustment of
the Exercise Price other than pursuant to Section (g)(1), the holder of
this Warrant shall thereafter (until another such adjustment) be
entitled to purchase, at the new Exercise Price, the number of shares,
calculated to the nearest full share, obtained by multiplying the
number of shares of Common Stock initially issuable upon exercise of
this Warrant by the Exercise Price in effect on the date hereof and
dividing the product so obtained by the new Exercise Price.
(4) Common Stock Defined. Whenever reference is made
in this Section (g) to the issue or sale of shares of Common Stock, the
term "Common Stock" shall mean the common shares of the Company of the
class authorized as of the date hereof and any other class of stock
ranking on a parity with such Common Stock. However, subject to the
provisions of Section (j) hereof, shares issuable upon exercise hereof
shall include only shares of the class designated as Common Stock of
the Company as of the date hereof.
(h) Officer's Certificate. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section (g) hereof, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office, and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined as herein provided
and setting forth in reasonable detail the facts requiring such adjustment. Each
such officer's certificate shall be made available at all reasonable times for
inspection by the Holder and the Company shall, forthwith after each such
adjustment, deliver a copy of such certificate to the Holder. Such certificate
shall be conclusive as to the correctness of such adjustment.
(I) Notice to Warrant Holders. So long as this Warrant shall be
outstanding and unexercised (I) if the Company shall pay any dividend or make
4
any distribution upon the Common Stock or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any shares of stock
of any class or any other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then, in any such case, the Company shall
cause to be delivered to the Holder, at least ten (10) days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any, is
to be fixed, as of which the holders of Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
(j) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value, or from par
value to no par value or from no par value to par value, or as a result of an
issuance of Common Stock by way of dividend or other distribution or of a
subdivision or combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger in which the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant) or in case
of any sale or conveyance to another corporation of the property of the Company
as an entirety or substantially as an entirety, the Company shall cause
effective provision to be made so that the holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance. Any such provision shall include provisions for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (j) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sale or conveyances. In the event that in any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for or of a security of the Company other than
Common Stock, any such issue shall be treated as an issue of common stock
covered by the provisions of subsection (g)(1) hereof with the amount of the
consideration received upon the issue thereof being determined by the Board of
Directors of the Company, such determination to be final and binding on the
holder.
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(k) Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the State of Maryland.
(l) Optional Waiver. Holder may waive by signed writing any rights
of Holder contained herein.
(m) IN ADDITION TO THE RESTRICTIONS ON TRANSFERABILITY DESCRIBED
HEREIN, THE SECURITIES ISSUABLE ON EXERCISE OF THIS WARRANT SHALL NOT BE SOLD,
PLEDGED, TRANSFERRED, HYPOTHECATED OR ASSIGNED WITHIN 7 DAYS BEFORE OR 180 DAYS
AFTER THE DATE OF EFFECTIVENESS OF A REGISTRATION STATEMENT FILED BY THE COMPANY
WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH A PUBLIC OFFERING
OF THE COMPANY'S SECURITIES. THIS RESTRICTION IS IN ADDITION TO AND NOT IN LIEU
OF THE RESTRICTIONS CONTAINED HEREIN AND AS SUCH, THIS 180 DAY PERIOD MAY EXPIRE
PRIOR TO OR BEYOND THE RESTRICTIONS IMPOSED HEREIN. THIS RESTRICTION SHALL
OBLIGATE ALL SUCCESSORS IN INTEREST TO THE SHARES ISSUED ON EXERCISE.
CERTIFICATES REPRESENTING THE WARRANT STOCK SHALL BEAR A LEGEND EVIDENCING THIS
RESTRICTION.
THIS WARRANT CERTIFICATE, NUMBER ___________, is granted and sold as of the date
first above written.
CELSION CORPORATION
By:________________________
Attest:
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Secretary
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PURCHASE FORM
Dated: ______________
Celsion Corporation
10220-I Old Columbia Road
Columbia, MD 21046-1705
Attention: Mr. John Mon, General Manager
Attached herewith is Celsion Corporation's Common Stock Purchase Warrant, Serial
Number: __________, giving the Holder the right to purchase __________ shares.
I/We hereby notify you that I/we are exercising my/our right to purchase
__________ shares and have enclosed herewith my/our check in the amount of
$__________, representing the aggregate exercise price of said shares. If
transfer taxes (federal or state) are applicable to this transaction, I/we
understand that you will be billing me/us for said taxes, which I/we agree will
be promptly remitted to you within ten (10) days of my/our receipt of
notification.
I/We hereby state that the shares being purchased are to be held by me/us for
investment purposes and not with a view to sale, except pursuant to an effective
registration statement or an exemption therefrom.
Please cancel the enclosed Warrant and, if applicable, send me/us a Warrant, in
partial substitution on identical terms, for the remaining shares not being
purchased pursuant to this notification.
Yours very truly,
Holder of Warrant, Serial Number __________
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