THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
No. W-B-1
For the Purchase of 100,000 shares of Common Stock
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
OF
CARDIOTECH INTERNATIONAL, INC.
(A Massachusetts Corporation)
VOID AFTER 5:00 P .M., EASTERN STANDARD TIME, ON MARCH 5, 2005.
CardioTech International, Inc., a Massachusetts corporation (the "Company"),
hereby certifies that Fechtor, Detwiler & Co., Inc., or his, her or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or before the earlier of March 5, 2005, at not later than 5:00 p.m. (Eastern
Standard Time), and the termination of this Warrant as provided in Section 9
below, 100,000 shares of Common Stock, $.01 par value, of the Company ("Common
Stock"), at a purchase price of $1.88 per share. The number of shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Stock" and the "Purchase Price,"
respectively.
1. Exercise.
This Warrant may be exercised by the Registered Holder, in whole or in
part, by surrendering this Warrant, with the form of election to purchase
appended hereto as Exhibit I duly completed and executed by such Registered
Holder, at the principal office of the Company, or at such other office or
agency as the Company may designate, accompanied by payment in full of the
Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise in lawful
<PAGE>
money of the United States of America.
(2) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection 1 (a)
above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1 (c) below shall be deemed to have become the holder or holders
of record of the Warrant Stock represented by such certificates.
(3) As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within 10 days thereafter, the Company at its expense
will cause to be issued in the name of, and delivered to, the Registered Holder,
or, subject to the terms and conditions hereof, as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full shares of
Warrant Stock to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant
to Section 3 hereof, and
(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of shares of Warrant Stock
equal (without giving effect to any adjustment therein) to the number of
such shares called for on the face of this Warrant minus the number of
such shares purchased by the Registered Holder upon such exercise as
provided in subsection 1(a) above.
2 Adjustments.
(1) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock shall
be paid in respect of Common Stock, the Purchase Price in effect immediately
prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(2) If there shall occur any capital reorganization or reclassification of
the Company's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection 2(a) above), then, as part of any such
reorganization or reclassification, lawful provision shall be made so that the
Registered Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof the kind and amount of shares of stock or other
securities or property which
<PAGE>
such Registered Holder would have been entitled to receive if, immediately prior
to any such reorganization or reclassification, such Registered Holder had held
the number of shares of Common stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall be made in
the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder of this Warrant such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) and in Section 9 hereof shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of this Warrant.
(3) When any adjustment is required to be made in the Purchase Price,
the Company shall promptly mail to the Registered Holder a certificate setting
forth the Purchase Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Such certificate shall also
set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in subsection 2(a) or (b) above.
3. Fractional Shares. The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the Current Market Price of the Common Stock at
the time of exercise.
4. Limitation on Sales. etc. The Registered Holder shall be bound by the
provisions of the following legend or a legend in substantially similar form
which shall be endorsed upon the certificate(s) evidencing the Warrant Stock
issued pursuant to such exercise:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFER BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
5. Liquidating Dividends. If the Company pays a dividend or makes a distribution
on the Common Stock payable otherwise than in cash out of earnings or earned
surplus (determined in accordance with generally accepted accounting principles)
except for a stock dividend payable in shares of Common Stock (a "Liquidating
Dividend"), then the Company will pay or distribute to the Registered Holder of
this Warrant, upon the exercise hereof, in addition to the Warrant Stock
purchased upon such exercise, the Liquidating Dividend which would have been
paid to such Registered Holder if it had been the owner of record of such shares
of Warrant Stock immediately prior to the date on which a record is taken for
such Liquidating Dividend or, if no record is taken, the date as of which the
record holders of Common Stock entitled to such dividends or distribution are to
be determined.
<PAGE>
6. Notices of Record Date. etc.In case:
a) the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of
stock of any class or any other securities, or to receive any other right, or
(1) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or
(2) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder of this Warrant a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock ( or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.
7. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property , as from
time to time shall be issuable upon the exercise of this Warrant.
8. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
1. Termination In Certain Events
In the event of a sale of substantially all the assets of the Company or a
merger or consolidation of the Company with or into any other entity ( other
than a merger the sole purpose of which is to change the state of incorporation
of the Company) or a dissolution or the adoption of a plan of liquidation of the
Company, this Warrant shall terminate on the effective date of such sale,
merger, consolidation, dissolution or adoption (the "Effective Date") and become
null and void, provided, however, that if this Warrant shall not have otherwise
terminated or expired, the Registered Holder hereof shall have the right until
5:00 p.m, Boston, Massachusetts time, on the day immediately
<PAGE>
prior to the Effective Date to exercise its rights hereunder to the extent not
previously exercised.
If during any period the Current Market Price Per Share of the Common
Stock is equal to or greater than $3.50, then within 10 business days
thereafter, the Company may give written notice to the Registered Holder hereof
that this Warrant will terminate if it is not exercised within 20 business days
after the notice is sent.
10. Transfers, etc.
(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its, his or her address as shown on the warrant register by written
notice to the Company requesting such change.
(b) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
1. Registration under the Securities Act of 1933
(1) The Company shall advise the Holder of this Warrant or of the Warrant
Stock or any then holder of Warrants or Warrant Stock (such persons being
collectively referred to herein as "Holders") by written notice at least two
weeks prior to the filing of a new registration statement under the Securities
Act of 1933 (the "Act") covering securities of the Company and will for a period
of three years, commencing on the date hereof, upon the request of any such
Holder, include in any such registration statement such information as may be
required to permit a public offering of the Warrant Stock. The Company shall
supply prospectuses and other documents as the Holder may request in order to
facilitate the public sale or other disposition of the Warrant Stock and qualify
the Warrant Stock for sale in such states as any such Holder may reasonably
designate. Such Holders shall furnish information and indemnification as set
forth in Subsection (b)(ii) of this Section (11).
(2) The following provision of this Section (11) shall also be applicable:
(i) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection (a) of this
Section (11) notwithstanding that Warrant Stock subject to this Warrant
may be included in any such registration. Any holder whose Warrant Stock
are included in any such registration statement pursuant to this Section
(11) shall, however, bear the fees of his own counsel and any registration
fees, transfer taxes or underwriting discounts or commissions applicable
to the Warrant Stock sold by him pursuant thereto.
(ii) In the event that the Registration Statement is filed pursuant
to an underwriter public offering, the underwriter shall have the right to
exclude the Warrant Stock from registration or to restrict the amount to
be included in the Registration Statement or the
<PAGE>
require a holdback on the sale of the Warrant Stock or to require any
other reasonable restriction.
12. Mailing of Notices. etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its offices at 78E Olympia Avenue,
Woburn, Massachusetts 01801 , Attn: Pam McCarthy, Controller, or such other
address as the Company shall so notify the Registered Holder.
13. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.
14. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
15. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
16. Governing Law. This Warrant will be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
CARDIOTECH INTERNATIONAL, INC.
By:_________________________________
[Seal]
Dated: April 18, 2000
Attest:
---------------------------
Secretary
<PAGE>
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
No. W-B-2
For the Purchase of 50,000 shares of Common Stock
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
OF
CARDIOTECH INTERNATIONAL, INC.
(A Massachusetts Corporation)
VOID AFTER 5:00 P .M., EASTERN STANDARD TIME, ON MARCH 5, 2005.
CardioTech International, Inc., a Massachusetts corporation (the "Company"),
hereby certifies that Peter Fenton., or his, her or its registered assigns (the
"Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or before the
earlier of March 5, 2005, at not later than 5:00 p.m. (Eastern Standard Time),
and the termination of this Warrant as provided in Section 9 below, 50,000
shares of Common Stock, $.01 par value, of the Company ("Common Stock"), at a
purchase price of $1.88 per share. The number of shares purchasable upon
exercise of this Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant, are hereinafter
referred to as the "Warrant Stock" and the "Purchase Price," respectively.
1. Exercise.
This Warrant may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant, with the form of election to purchase appended hereto
as Exhibit I duly completed and executed by such Registered Holder, at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of the Purchase Price
<PAGE>
payable in respect of the number of shares of Warrant Stock purchased upon such
exercise in lawful money of the United States of America.
(2) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection l (a)
above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1 (c) below shall be deemed to have become the holder or holders
of record of the Warrant Stock represented by such certificates.
(3) As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within 10 days thereafter, the Company at its expense
will cause to be issued in the name of, and delivered to, the Registered Holder,
or, subject to the terms and conditions hereof, as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full shares of
Warrant Stock to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant
to Section 3 hereof, and
(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of shares of Warrant Stock
equal (without giving effect to any adjustment therein) to the number of
such shares called for on the face of this Warrant minus the number of
such shares purchased by the Registered Holder upon such exercise as
provided in subsection l(a) above.
3 Adjustments.
(1) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock shall
be paid in respect of Common Stock, the Purchase Price in effect immediately
prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(2) If there shall occur any capital reorganization or reclassification of
the Company's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection 2(a) above), then, as part of any such
reorganization or reclassification, lawful provision shall be made so that the
Registered Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof the kind and amount of shares of stock or other
securities or property which
<PAGE>
such Registered Holder would have been entitled to receive if, immediately prior
to any such reorganization or reclassification, such Registered Holder had held
the number of shares of Common stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
reasonably determined by the Board of Directors of the Company) shall be made in
the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Registered Holder of this Warrant such that the
provisions set forth in this Section 2 (including provisions with respect to
adjustment of the Purchase Price) and in Section 9 hereof shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property thereafter deliverable upon the exercise
of this Warrant.
(3) When any adjustment is required to be made in the Purchase Price, the
Company shall promptly mail to the Registered Holder a certificate setting forth
the Purchase Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Such certificate shall also set forth the
kind and amount of stock or other securities or property into which this Warrant
shall be exercisable following the occurrence of any of the events specified in
subsection 2(a) or (b) above.
9. Fractional Shares. The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the Current Market Price of the Common Stock at
the time of exercise.
10. Limitation on Sales. etc. The Registered Holder shall be bound by the
provisions of the following legend or a legend in substantially similar form
which shall be endorsed upon the certificate(s) evidencing the Warrant Stock
issued pursuant to such exercise:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFER BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
11. Liquidating Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the
Registered Holder of this Warrant, upon the exercise hereof, in addition to the
Warrant Stock purchased upon such exercise, the Liquidating Dividend which would
have been paid to such Registered Holder if it had been the owner of record of
such shares of Warrant Stock immediately prior to the date on which a record is
taken for such Liquidating Dividend or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends or
distribution are to be determined.
<PAGE>
12. Notices of Record Date. etc. In case:
b) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, or
(1) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or
(2) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder of this Warrant a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock ( or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.
13. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property , as from
time to time shall be issuable upon the exercise of this Warrant.
14. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
1. Termination In Certain Events
In the event of a sale of substantially all the assets of the Company or a
merger or consolidation of the Company with or into any other entity ( other
than a merger the sole purpose of which is to change the state of incorporation
of the Company) or a dissolution or the adoption of a plan of liquidation of the
Company, this Warrant shall terminate on the effective date of such sale,
merger, consolidation, dissolution or adoption (the "Effective Date") and become
null and void, provided, however, that if this Warrant shall not have otherwise
terminated or expired, the Registered Holder hereof shall have the right until
5:00 p.m, Boston, Massachusetts time, on the day immediately
<PAGE>
prior to the Effective Date to exercise its rights hereunder to the extent not
previously exercised.
If during any period the Current Market Price Per Share of the Common
Stock is equal to or greater than $3.50, then within 10 business days
thereafter, the Company may give written notice to the Registered Holder hereof
that this Warrant will terminate if it is not exercised within 20 business days
after the notice is sent.
10. Transfers, etc.
(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its, his or her address as shown on the warrant register by written
notice to the Company requesting such change.
(b) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
1. Registration under the Securities Act of 1933
(1) The Company shall advise the Holder of this Warrant or of the Warrant
Stock or any then holder of Warrants or Warrant Stock (such persons being
collectively referred to herein as "Holders") by written notice at least two
weeks prior to the filing of a new registration statement under the Securities
Act of 1933 (the "Act") covering securities of the Company and will for a period
of three years, commencing on the date hereof, upon the request of any such
Holder, include in any such registration statement such information as may be
required to permit a public offering of the Warrant Stock. The Company shall
supply prospectuses and other documents as the Holder may request in order to
facilitate the public sale or other disposition of the Warrant Stock and qualify
the Warrant Stock for sale in such states as any such Holder may reasonably
designate. Such Holders shall furnish information and indemnification as set
forth in Subsection (b)(ii) of this Section (11).
(2) The following provision of this Section (11) shall also be applicable:
(i) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection (a) of this
Section (11) notwithstanding that Warrant Stock subject to this Warrant
may be included in any such registration. Any holder whose Warrant Stock
are included in any such registration statement pursuant to this Section
(11) shall, however, bear the fees of his own counsel and any registration
fees, transfer taxes or underwriting discounts or commissions applicable
to the Warrant Stock sold by him pursuant thereto.
(ii) In the event that the Registration Statement is filed pursuant
to an underwriter public offering, the underwriter shall have the right to
exclude the Warrant Stock from registration or to restrict the amount to
be included in the Registration Statement or the
<PAGE>
require a holdback on the sale of the Warrant Stock or to require any
other reasonable restriction.
12. Mailing of Notices. etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its offices at 78E Olympia Avenue,
Woburn, Massachusetts 01801 , Attn: Pam McCarthy, Controller, or such other
address as the Company shall so notify the Registered Holder.
13. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.
14. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
15. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
16. Governing Law. This Warrant will be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
CARDIOTECH INTERNATIONAL, INC.
By:_______________________________
[Seal]
Dated: April 18, 2000
Attest:
---------------------------
Secretary
<PAGE>
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
No. W-B-3
For the Purchase of 50,000 shares of Common Stock
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
OF
CARDIOTECH INTERNATIONAL, INC.
(A Massachusetts Corporation)
VOID AFTER 5:00 P .M., EASTERN STANDARD TIME, ON MARCH 5, 2005.
CardioTech International, Inc., a Massachusetts corporation (the "Company"),
hereby certifies that Robert Detwiler, or his, her or its registered assigns
(the "Registered Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company, at any time or from time to time on or before the
earlier of March 5, 2005, at not later than 5:00 p.m. (Eastern Standard Time),
and the termination of this Warrant as provided in Section 9 below, 50,000
shares of Common Stock, $.01 par value, of the Company ("Common Stock"), at a
purchase price of $1.88 per share. The number of shares purchasable upon
exercise of this Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this Warrant, are hereinafter
referred to as the "Warrant Stock" and the "Purchase Price," respectively.
1. Exercise.
This Warrant may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant, with the form of election to purchase appended hereto
as Exhibit I duly completed and executed by such Registered Holder, at the
principal office of the Company, or at such other office or agency as the
Company may designate, accompanied by payment in full of the Purchase Price
payable in respect of the number of shares of Warrant Stock purchased upon such
exercise in lawful
<PAGE>
money of the United States of America.
(2) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which this Warrant
shall have been surrendered to the Company as provided in subsection l (a)
above. At such time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such exercise as provided
in subsection 1 (c) below shall be deemed to have become the holder or holders
of record of the Warrant Stock represented by such certificates.
(3) As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within 10 days thereafter, the Company at its expense
will cause to be issued in the name of, and delivered to, the Registered Holder,
or, subject to the terms and conditions hereof, as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full shares of
Warrant Stock to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant
to Section 3 hereof, and
(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of shares of Warrant Stock
equal (without giving effect to any adjustment therein) to the number of
such shares called for on the face of this Warrant minus the number of
such shares purchased by the Registered Holder upon such exercise as
provided in subsection l(a) above.
4 Adjustments.
(1) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock shall
be paid in respect of Common Stock, the Purchase Price in effect immediately
prior to such subdivision or at the record date of such dividend shall
simultaneously with the effectiveness of such subdivision or immediately after
the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
Purchase Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in the Purchase Price, the
number of shares of Warrant Stock purchasable upon the exercise of this Warrant
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior to
such adjustment, multiplied by the Purchase Price in effect immediately prior to
such adjustment, by (ii) the Purchase Price in effect immediately after such
adjustment.
(2) If there shall occur any capital reorganization or reclassification of
the Company's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subsection 2(a) above), then, as part of any such
reorganization or reclassification, lawful provision shall be made so that the
Registered Holder of this Warrant shall have the right thereafter to receive
upon the exercise hereof the kind and amount of shares of stock or other
securities or property which such Registered Holder would have been entitled to
receive if, immediately prior to any such
<PAGE>
reorganization or reclassification, such Registered Holder had held the number
of shares of Common stock which were then purchasable upon the exercise of this
Warrant. In any such case, appropriate adjustment (as reasonably determined by
the Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Registered Holder of this Warrant such that the provisions set forth in
this Section 2 (including provisions with respect to adjustment of the Purchase
Price) and in Section 9 hereof shall thereafter be applicable, as nearly as is
reasonably practicable, in relation to any shares of stock or other securities
or property thereafter deliverable upon the exercise of this Warrant.
(3) When any adjustment is required to be made in the Purchase Price,
the Company shall promptly mail to the Registered Holder a certificate setting
forth the Purchase Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Such certificate shall also
set forth the kind and amount of stock or other securities or property into
which this Warrant shall be exercisable following the occurrence of any of the
events specified in subsection 2(a) or (b) above.
15. Fractional Shares. The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
therefor in cash on the basis of the Current Market Price of the Common Stock at
the time of exercise.
16. Limitation on Sales. etc. The Registered Holder shall be bound by the
provisions of the following legend or a legend in substantially similar form
which shall be endorsed upon the certificate(s) evidencing the Warrant Stock
issued pursuant to such exercise:
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFER BY ANY PERSON UNLESS (1) EITHER (A) A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE
STATE SECURITIES LAWS.
17. Liquidating Dividends. If the Company pays a dividend or makes a
distribution on the Common Stock payable otherwise than in cash out of earnings
or earned surplus (determined in accordance with generally accepted accounting
principles) except for a stock dividend payable in shares of Common Stock (a
"Liquidating Dividend"), then the Company will pay or distribute to the
Registered Holder of this Warrant, upon the exercise hereof, in addition to the
Warrant Stock purchased upon such exercise, the Liquidating Dividend which would
have been paid to such Registered Holder if it had been the owner of record of
such shares of Warrant Stock immediately prior to the date on which a record is
taken for such Liquidating Dividend or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends or
distribution are to be determined.
18. Notices of Record Date. etc. In case:
<PAGE>
c) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this
Warrant) for the purpose of entitling or enabling them to receive any dividend
or other distribution, or to receive any right to subscribe for or purchase any
shares of stock of any class or any other securities, or to receive any other
right, or
(1) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or
(2) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, then, and in each such case, the Company will mail or cause to
be mailed to the Registered Holder of this Warrant a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock ( or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be mailed at least ten (10) days
prior to the record date or effective date for the event specified in such
notice.
19. Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such shares of Warrant Stock and other stock, securities and property , as from
time to time shall be issuable upon the exercise of this Warrant.
20. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new
Warrant of like tenor.
1. Termination In Certain Events
In the event of a sale of substantially all the assets of the Company or a
merger or consolidation of the Company with or into any other entity ( other
than a merger the sole purpose of which is to change the state of incorporation
of the Company) or a dissolution or the adoption of a plan of liquidation of the
Company, this Warrant shall terminate on the effective date of such sale,
merger, consolidation, dissolution or adoption (the "Effective Date") and become
null and void, provided, however, that if this Warrant shall not have otherwise
terminated or expired, the Registered Holder hereof shall have the right until
5:00 p.m, Boston, Massachusetts time, on the day immediately prior to the
Effective Date to exercise its rights hereunder to the extent not previously
exercised.
<PAGE>
If during any period the Current Market Price Per Share of the Common
Stock is equal to or greater than $3.50, then within 10 business days
thereafter, the Company may give written notice to the Registered Holder hereof
that this Warrant will terminate if it is not exercised within 20 business days
after the notice is sent.
10. Transfers, etc.
(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder may
change its, his or her address as shown on the warrant register by written
notice to the Company requesting such change.
(b) Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the absolute
owner hereof for all purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall not be obligated to)
treat the bearer hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
1. Registration under the Securities Act of 1933
(1) The Company shall advise the Holder of this Warrant or of the Warrant
Stock or any then holder of Warrants or Warrant Stock (such persons being
collectively referred to herein as "Holders") by written notice at least two
weeks prior to the filing of a new registration statement under the Securities
Act of 1933 (the "Act") covering securities of the Company and will for a period
of three years, commencing on the date hereof, upon the request of any such
Holder, include in any such registration statement such information as may be
required to permit a public offering of the Warrant Stock. The Company shall
supply prospectuses and other documents as the Holder may request in order to
facilitate the public sale or other disposition of the Warrant Stock and qualify
the Warrant Stock for sale in such states as any such Holder may reasonably
designate. Such Holders shall furnish information and indemnification as set
forth in Subsection (b)(ii) of this Section (11).
(2) The following provision of this Section (11) shall also be applicable:
(i) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection (a) of this
Section (11) notwithstanding that Warrant Stock subject to this Warrant
may be included in any such registration. Any holder whose Warrant Stock
are included in any such registration statement pursuant to this Section
(11) shall, however, bear the fees of his own counsel and any registration
fees, transfer taxes or underwriting discounts or commissions applicable
to the Warrant Stock sold by him pursuant thereto.
(ii) In the event that the Registration Statement is filed pursuant
to an underwriter public offering, the underwriter shall have the right to
exclude the Warrant Stock from registration or to restrict the amount to
be included in the Registration Statement or the require a holdback on the
sale of the Warrant Stock or to require any other reasonable
<PAGE>
restriction.
12. Mailing of Notices. etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its offices at 78E Olympia Avenue,
Woburn, Massachusetts 01801 , Attn: Pam McCarthy, Controller, or such other
address as the Company shall so notify the Registered Holder.
13. No Rights as Stockholder. Until the exercise of this Warrant, the Registered
Holder of this Warrant shall not have or exercise any rights by virtue hereof as
a stockholder of the Company.
14. Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.
15. Headings. The headings in this Warrant are for purposes of reference only
and shall not limit or otherwise affect the meaning of any provision of this
Warrant.
16. Governing Law. This Warrant will be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
CARDIOTECH INTERNATIONAL, INC.
By:___________________________
[Seal]
Dated: April 18, 2000
Attest:
---------------------------
Secretary
