Exhibit 4.5
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, ACCOMPANIED BY AN OPINION OF COUNSEL TO THE TRANSFEROR IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY.
ENDOREX CORPORATION
-------------------
Finder Warrant for the Purchase of Shares of
Common Stock
No. CSWf-1 226,190 Shares
FOR VALUE RECEIVED, ENDOREX CORPORATION, a Delaware corporation (the
"Company"), hereby certifies that Paramount Capital, Inc., its designee or its
permitted assigns is entitled to purchase from the Company, at any time or from
time to time commencing on October 12, 2000 and prior to 5:00 P.M., New York
City time, on October 11, 2007, 226,190 fully paid and non-assessable shares of
common stock, $.001 par value per share, of the Company for an aggregate
purchase price of $1,187,497.50. (Hereinafter, (i) said common stock, $.001 par
value per share, of the Company, is referred to as the "Common Stock"; (ii) the
shares of the Common Stock purchasable hereunder or under any other Warrant (as
hereinafter defined) are referred to as the "Warrant Shares"; (iii) the
aggregate purchase price payable for the Warrant Shares purchasable hereunder is
referred to as the "Aggregate Warrant Price"; (iv) the price payable (initially
$5.25 per share subject to adjustment) for each of the Warrant Shares hereunder
is referred to as the "Per Share Warrant Price"; (v) this Warrant and all
warrants hereafter issued in exchange or substitution for this Warrant are
referred to as the "Warrants"; (vi) the holder and any subsequent transferees of
this Warrant is referred to as the "Holder" and the Holder of this Warrant and
all other Warrants and Warrant Shares are referred to as the "Holders" and
Holders of more than fifty percent (50%) of the outstanding Warrants and Warrant
Shares are referred to as the "Majority of the Holders"); and (vii) the then
Current Market Price per share of the Common Stock (the "Current Market Price")
shall be deemed to be the last reported trade of the Common Stock on the trading
day prior to such date or, in case no such reported sales take place on such
day, the average of the last reported bid and asked prices of the Common Stock
on such day, in either case on the principal national securities exchange on
which the Common Stock is admitted to trading or listed, or if not listed or
admitted to trading on any such exchange, the representative closing sale price
of the Common Stock as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System ("NASDAQ"), or other similar
organization if NASDAQ is no longer reporting such information, or, if the
Common Stock is not reported on NASDAQ, the high per share sale price for the
Common Stock in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or if not so available, the fair
market value of the Common Stock as determined in good faith by the Board of
Directors. The Aggregate Warrant Price is not subject to adjustment except as
provided under Section 3(a) herein. The Per Share Warrant Price is subject to
No. CSWf-1 - 1 -
adjustment as hereinafter provided; in the event of any such adjustment, the
number of Warrant Shares deliverable upon exercise of this Warrant shall be
adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price
in effect immediately after such adjustment.
This Warrant, together with warrants of like tenor, constituting in
the aggregate Warrants to purchase 226,190 Warrant Shares, was originally issued
pursuant to a Finder Agreement dated February 29, 2000, as amended (the "Finder
Agreement"), between the Company and Paramount Capital, Inc. in connection with
a private placement by the Issuer (the "Offering") of 85.5 units (the "Units"),
each Unit consisting of 21,164 shares of Common Stock and Warrants to purchase
5,291 shares of Common Stock at an exercise price of $5.91 per share.
1. Exercise of Warrant.
(a) This Warrant may be exercised in whole at any time, or in part
from time to time, but not for less than 5,000 Warrant Shares (unless the number
of shares underlying this warrant is less than 5,000, in which case the Warrant
shall be exercisable for such lesser number), commencing on October 12, 2000 and
prior to 5:00 P.M., New York City time, on October 11, 2007 by the Holder:
(i) by the surrender of this Warrant (with the subscription form at
the end hereof duly executed) at the address set forth in Section 10(a)
hereof, together with proper payment of the Aggregate Warrant Price, or the
proportionate part thereof if this Warrant is exercised in part, with
payment for the Warrant Shares made by certified or official bank check
payable to the order of the Company; or
(ii) by the surrender of this Warrant (with the cashless exercise form
at the end hereof duly executed) (a "Cashless Exercise") at the address set
forth in Section 10(a) hereof. Such presentation and surrender shall be
deemed a waiver of the Holder's obligation to pay the Aggregate Warrant
Price, or the proportionate part thereof if this Warrant is exercised in
part. In the event of a Cashless Exercise, the Holder shall exchange its
Warrant for that number of Warrant Shares subject to such Cashless Exercise
multiplied by a fraction, the numerator of which shall be the difference
between the then Current Market Price and the Per Share Warrant Price, and
the denominator of which shall be the then Current Market Price. For
purposes of any computation under this Section 1(a), the then Current
Market Price shall be based on the trading day prior to the Cashless
Exercise.
(b) If this Warrant is exercised in part, this Warrant must be
exercised for a number of whole shares of the Common Stock and the Holder is
entitled to receive a new Warrant covering the Warrant Shares that have not been
exercised and setting forth the proportionate part of the Aggregate Warrant
Price applicable to such Warrant Shares. Upon surrender of this Warrant, the
Company will (i) issue a certificate or certificates in the name of the Holder
for the largest number of whole shares of the Common Stock to which the Holder
shall be entitled and, if this Warrant is exercised in whole, in lieu of any
fractional share of the Common Stock to which the Holder shall be entitled, pay
to the Holder cash in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of the Company
shall determine), and (ii) deliver the other securities and properties
receivable upon the exercise of this Warrant, or the proportionate part thereof
if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.
(c) This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person
No. CSWf-1 - 2 -
entitled to receive the shares of Common Stock issuable upon such exercise shall
be treated for all purposes as the holder of record of such shares as of the
close of business on such date.
(d) In the event that the closing bid price for any 20 consecutive
Trading Days (used herein as defined in the Finder Agreement) is at least 250%
of the Per Share Warrant Price, as adjusted, then upon 30 days prior written
notice to the Holder, the Company shall have the right to redeem this Warrant
for an aggregate amount equal to the then current Per Share Warrant Price
multiplied by the number of shares of Common Stock issuable upon exercise of
this Warrant at the time the Company exercises its right under this Section
1(d), to the extent this Warrant has not been exercised prior to the expiration
of the 30 day notice period.
2. Reservation of Warrant Shares; Listing.
The Company agrees that, prior to the expiration of this Warrant, the
Company shall at all times (a) have authorized and in reserve, and shall keep
available, solely for issuance and delivery upon the exercise of this Warrant,
the shares of the Common Stock and other securities and properties as from time
to time shall be receivable upon the exercise of this Warrant, free and clear of
all restrictions on sale or transfer, other than under Federal or state
securities laws, and free and clear of all preemptive rights and rights of first
refusal and (b) the Company shall use its best efforts to keep the Warrant
Shares authorized for listing on the American Stock Exchange or any national
securities exchange or the Nasdaq Smallcap Market.
3. Protection Against Dilution.
(a) If, at any time or from time to time after the date of this
Warrant, the Company shall distribute pro rata to the holders of shares of
Common Stock evidence of its indebtedness, any other non-voting securities of
the Company or any cash, property or other assets (excluding a subdivision,
combination or reclassification, or dividend or distribution payable in shares
of Common Stock, referred to in Section 3(b), and also excluding cash dividends
or cash distributions paid out of net profits legally available therefor in the
full amount thereof (any such non-excluded event being herein called a "Special
Dividend")), the Per Share Warrant Price shall be adjusted by subtracting from
the Per Share Warrant Price then in effect the quotient of (i) the aggregate
fair market value (as determined in good faith by the Company's Board of
Directors) of the evidence of indebtedness, cash, securities or property, or
other assets issued or distributed in such Special Dividend divided by (ii) the
number of shares of Common Stock outstanding on the record date of such issuance
or distribution; provided, however, that the Aggregate Warrant Price shall be
reduced to an amount that is equal to the number of shares of Common Stock
issuable upon exercise of this Warrant just prior to such Section 3(a)
adjustment, multiplied by the Per Share Warrant Price after such Section 3(a)
adjustment; no such adjustment in the Per Share Warrant Price pursuant to this
Section 3(a) will increase the number of shares of Common Stock issuable upon
exercise of this Warrant at the time of such adjustment to the Per Share Warrant
Price. An adjustment made pursuant to this Subsection 3(a) shall become
effective immediately after the record date of any such Special Dividend.
(b) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
or (iv) issue by reclassification of its Common Stock any shares of capital
stock of the Company, the Per Share Warrant Price shall be adjusted to be equal
to a fraction, the numerator of which shall be the Aggregate Warrant Price and
the denominator of which shall be the number of shares of Common Stock or other
capital stock of the Company that the Holder would have owned immediately
following such action had such
No. CSWf-1 - 3 -
Warrant been exercised immediately prior thereto. An adjustment made pursuant to
this Subsection 3(b) shall become effective immediately after the record date in
the case of a dividend or distribution, and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in case the
Company shall hereafter issue or sell any Common Stock, any securities
convertible into Common Stock, any rights, options or warrants to purchase or
otherwise receive issuances of Common Stock or any securities convertible into,
or exercisable or exchangeable for, Common Stock, in each case for a price per
share or entitling the holders thereof to purchase Common Stock at a price per
share (determined by dividing (i) the total amount, if any, received or
receivable by the Company in consideration of the issuance or sale of such
securities plus the total consideration, if any, payable to the Company upon
exercise thereof (the "Total Consideration") by (ii) the number of additional
shares of Common Stock issued, sold or issueable upon exercise of such
securities) that is less than the then Current Market Price in effect on the
date of such issuance or sale, then the Per Share Warrant Price shall be
adjusted as of the date of such issuance or sale by multiplying the Per Share
Warrant Price then in effect by a fraction, the numerator of which shall be (x)
the sum of (A) the number of shares of Common Stock outstanding on the record
date of such issuance or sale plus (B) the Total Consideration divided by the
Current Market Price, and the denominator of which shall be (y) the number of
shares of Common Stock outstanding on the record date of such issuance or sale
plus the maximum number of additional shares of Common Stock issued, sold or
issueable upon exercise or conversion of such securities.
(d) No adjustment in the Per Share Warrant Price shall be required in
the case of the issuance by the Company of Common Stock or any securities
convertible into Common Stock, any rights, options or warrants to purchase or
otherwise receive issuances of Common Stock or any securities convertible into,
or exercisable or exchangeable for, Common Stock (i) pursuant to the exercise of
any option or warrant; (ii) pursuant to the exercise of any stock options or
warrants currently outstanding or securities issued after the date hereof
pursuant to any Company benefit plan to officers, directors, consultants or
employees, but only with respect to such warrants or stock options as are
exercisable at prices no lower than the fair market value of the Common Stock as
of the date of grant thereof or (iii) pursuant to the issuance, as consideration
for an acquisition, in the good faith determination of the Board of Directors of
the value of such consideration for the acquisition.
(e) In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as a entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant shall have the right thereafter to receive on the exercise of
this Warrant the kind and amount of securities, cash or other property which the
Holder would have owned or have been entitled to receive immediately after such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance had this Warrant been exercised immediately prior to the
effective date of such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set
forth in this Section 3 with respect to the rights and interests thereafter of
the Holder of this Warrant to the end that the provisions set forth in this
Section 3 shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of this Warrant. The above
provisions of this Section 3(e) shall similarly apply to successive
No. CSWf-1 - 4 -
reorganizations, reclassifications, consolidations, mergers, statutory
exchanges, sales or conveyances. The Company shall require the issuer of any
shares of stock or other securities or property thereafter deliverable on the
exercise of this Warrant to be responsible for all of the agreements and
obligations of the Company hereunder. Notice of any such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and of said provisions so proposed to be made, shall be mailed to the Holders of
the Warrants not less than thirty (30) days prior to such event. A sale of all
or substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.
(f) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; provided, however, that any adjustments which by
reason of this Subsection 3(f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; provided, further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this Subsection 3(f)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon the
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be. Anything
in this Section 3 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Per Share Warrant Price, in addition to those
required by this Section 3, as it in its discretion shall deem to be advisable
in order that any stock dividend, subdivision of shares or distribution of
rights to purchase stock or securities convertible or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable.
(g) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of a Holder of Warrants
in accordance with this Section 3, the Company shall promptly prepare a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same and cause copies of such certificate to be mailed to the
Holders of the Warrants. The Company may, but shall not be obligated to unless
requested by two-thirds of the Holders, obtain, at its expense, a certificate of
a firm of independent public accountants of recognized standing selected by the
Board of Directors (who may be the regular auditors of the Company) setting
forth the Per Share Warrant Price and the number of Warrant Shares in effect
after such adjustment or the effect of such modification, a brief statement of
the facts requiring such adjustment or modification and the manner of computing
the same and cause copies of such certificate to be mailed to the Holders of the
Warrants.
(h) If the Board of Directors of the Company shall declare any
dividend or other distribution with respect to the Common Stock other than a
cash distribution out of earned surplus, the Company shall mail notice thereof
to the Holders of the Warrants not less than ten (10) days prior to the record
date fixed for determining stockholders entitled to participate in such dividend
or other distribution.
(i) If, as a result of an adjustment made pursuant to this Section 3,
the Holder of any Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the Holder of any Warrant promptly after such adjustment) shall
determine the allocation of the adjusted Per Share Warrant Price between or
among shares or such classes of capital stock or shares of Common Stock and
other capital stock.
No. CSWf-1 - 5 -
(j) Upon the expiration of any rights, options, warrants or conversion
privileges with respect to the issuance of which an adjustment to the Per Share
Warrant Price had been made, if such option, right warrant or conversion shall
not have been exercised, the number of Warrant Shares purchasable upon exercise
of this Warrant, to the extent this Warrant has 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 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 Warrant Shares purchasable upon exercise of this Warrant 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.
(k) In case any event shall occur as to which the other provisions of
this Section 3 are not strictly applicable but as to which the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof then, in
each such case, the Board of Directors of the Company shall in good faith
determine the adjustment, if any, on a basis consistent with the essential
intent and principles established herein, necessary to preserve the purchase
rights represented by the Warrants. Upon such determination, the Company will
promptly mail a copy thereof to the Holder of this Warrant and shall make the
adjustments described therein.
4. Fully Paid Stock; Taxes. The shares of the Common Stock represented
by each and every certificate for Warrant Shares delivered on the exercise of
this Warrant shall at the time of such delivery, be duly authorized, validly
issued and outstanding, fully paid and nonassessable, and not subject to
preemptive rights or rights of first refusal, and the Company will take all such
actions as may be necessary to assure that the par value, if any, per share of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price. The Company shall pay, when due and payable, any and all Federal
and state stamp, original issue or similar taxes which may be payable in respect
of the issue of any Warrant Share or any certificate thereof to the extent
required solely because of the issuance by the Company of such security to the
Holder.
5. Registration Under Securities Act of 1933. (a) The Holder shall
have the right to participate in the registration rights granted to purchasers
of the Units pursuant to Article V of the subscription agreement (the
"Subscription Agreement") between such purchasers and the Company that were
entered into at the time of the initial sale of the Units. By acceptance of this
Warrant, the Holder agrees to comply with the provisions in Article V of the
Subscription Agreement to same extent as if it were a party thereto.
(b) Until all of the Warrant Shares and any shares of Common Stock
issuable pursuant to the Article V Rights (as defined below) with respect to the
Warrant Shares have been sold under a Registration Statement or pursuant to Rule
144(k), the Company shall use its reasonable best efforts to file with the
Securities and Exchange Commission all current reports and the information as
may be necessary to enable the Holder to effect sales of its shares in reliance
upon Rule 144(k) promulgated under the Act.
6. Article V Rights. Upon exercise of this Warrant, the Holder shall
be entitled to the contractual rights set forth in Article V of the Subscription
Agreement pursuant to which the Units were sold with respect to any Warrant
Shares acquired upon such exercise.
No. CSWf-1 - 6 -
7. Investment Intent; Limited Transferability.
(a) The Holder represents, by accepting this Warrant, that it
understands that this Warrant and any securities obtainable upon exercise of
this Warrant have not been registered for sale under Federal or state securities
laws and are being offered and sold to the Holder pursuant to one or more
exemptions from the registration requirements of such securities laws. In the
absence of an effective registration of such securities or an exemption
therefrom, any certificates for such securities shall bear the legend set forth
on the first page hereof. The Holder understands that it must bear the economic
risk of its investment in this Warrant and any securities obtainable upon
exercise of this Warrant for an indefinite period of time, as this Warrant and
such securities have not been registered under Federal or state securities laws
and therefore cannot be sold unless subsequently registered under such laws or
unless the requirements set forth in the legend at the beginning of this Warrant
are satisfied.
(b) The Holder, by its acceptance of this Warrant, represents to the
Company that it is acquiring this Warrant and will acquire any securities
obtainable upon exercise of this Warrant for its own account for investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Securities Act of 1933, as amended (the "Act"). The Holder
agrees that this Warrant and any such securities will not be sold or otherwise
transferred unless (i) a registration statement with respect to such transfer is
effective under the Act and any applicable state securities laws or (ii) upon
meeting the requirements set forth in the legend at the beginning of this
warrant.
(c) This Warrant may not be sold, transferred, assigned or
hypothecated for six (6) months from the date hereof except, subject to Federal
or state securities laws and the restrictions set forth herein (i) to any firm
or corporation that succeeds to all or substantially all of the business of
Paramount Capital, Inc., (ii) to any of the officers, employees, associates or
affiliated companies of Paramount Capital, Inc., or of any such successor firm,
(iii) to any NASD member participating in the Offering or any officer or
employee of any such NASD member or (iv) in the case of an individual, pursuant
to such individual's last will and testament or the laws of descent and
distribution, and is so transferable only upon the books of the Company which
the Company shall cause to be maintained for such purpose. The Company may treat
the registered Holder of this Warrant as it appears on the Company's books at
any time as the Holder for all purposes. The Company shall permit any Holder of
a Warrant or its duly authorized attorney, upon written request during ordinary
business hours, to inspect and copy or make extracts from its books showing the
registered Holders of Warrant. All Warrants issued upon the transfer or
assignment of this Warrant will be dated the same date as this Warrant, and all
rights of the holder thereof shall be identical to those of the Holder.
(d) The Holder represents to the Company that it is an "accredited
investor" as defined under Rule 501 of the Act.
8. Loss, etc., of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.
9. Warrant Holder Not Stockholder. This Warrant does not confer upon
the Holder any right to vote on or consent to or receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, nor any other
rights or liabilities as a stockholder,
No. CSWf-1 - 7 -
prior to the exercise hereof; this Warrant does, however, require certain
notices to Holders as set forth herein.
10. Communication. Notices or other communications under this Warrant
shall be effective and shall be deemed to have been given if the same is in
writing and is mailed by first-class mail, postage prepaid, addressed to:
(a) the Company at Endorex Corporation, 28101 Ballard Drive, Suite F,
Lake Forest, IL 60045, Facsimile: (847) 573-9285, Attn: President, or such
other address as the Company has designated in writing to the Holder, or
(b) the Holder at c/o Paramount Capital, Inc., 787 Seventh Avenue,
48th Floor, New York, NY 10019 or other such address as the Holder has
designated in writing to the Company.
11. Headings. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
12. Applicable Law. This Warrant shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflicts of law thereof.
13. Amendment, Waiver, etc. Except as expressly provided herein,
neither this Warrant nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought;
provided, however, that any provisions hereof may be amended, waived, discharged
or terminated upon the written consent of the Company and the Majority of the
Holders.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
No. CSWf-1 - 8 -
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its President and has caused its corporate seal to be hereunto affixed and
attested by its Secretary this 12th day of April, 2000.
ENDOREX CORPORATION
By: _____________________________
Name: Frank C. Reid
Title: Vice President, Finance and
Corporate Development
ATTEST:
______________________________________________________
Name: Michael S. Rosen
Title: Acting Secretary
[Corporate Seal]
No. CSWf-1 - 9 -
SUBSCRIPTION (cash)
------------
The undersigned, ___________________, pursuant to the provisions of
the foregoing Warrant, hereby agrees to subscribe for and purchase
____________________ shares of the Common Stock, par value $.001 per share, of
Endorex Corporation covered by said Warrant, and makes payment therefor in full
at the price per share provided by said Warrant.
Dated:_______________ Signature:____________________
Address:______________________
CASHLESS EXERCISE
-----------------
The undersigned ___________________, pursuant to the provisions of the
foregoing Warrant, hereby elects to exchange its Warrant for ___________________
shares of Common Stock, par value $.001 per share, of Endorex Corporation
pursuant to the Cashless Exercise provisions of the Warrant.
Dated:_______________ Signature:____________________
Address:______________________
No. CSWf-1 - 10 -
ASSIGNMENT
----------
FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers
unto ____________________ the foregoing Warrant and all rights evidenced
thereby, and does irrevocably constitute and appoint _____________________,
attorney, to transfer said Warrant on the books of Endorex Corporation.
Dated:_______________ Signature:____________________
Address:______________________
PARTIAL ASSIGNMENT
------------------
FOR VALUE RECEIVED _______________ hereby assigns and transfers unto
____________________ the right to purchase _______ shares of Common Stock, par
value $.001 per share, of Endorex Corporation covered by the foregoing Warrant,
and a proportionate part of said Warrant and the rights evidenced thereby, and
does irrevocably constitute and appoint ____________________, attorney, to
transfer such part of said Warrant on the books of Endorex Corporation.
Dated:_______________ Signature:____________________
Address:______________________
No. CSWf-1 - 11 -