RESTRICTION ON TRANSFER
THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED WITHOUT (I) THE OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE LAWFULLY MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ALL
APPLICABLE STATE SECURITIES LAWS OR (II) SUCH REGISTRATION.
WARRANT
To Subscribe for and Purchase Common Stock of
THE FEMALE HEALTH COMPANY
THIS CERTIFIES THAT, for value received, GARY BENSON, or his registered
assigns, is entitled to subscribe for and purchase from The Female Health
Company (herein called the "Company"), a corporation organized and existing
under the laws of the State of Wisconsin, at the price specified below (subject
to adjustment as noted below) at any time from and after the date hereof to and
including May 18, 2004, Two Hundred Fifty Thousand (250,000) fully paid and
nonassessable (subject to Wisconsin law) shares of the Company's Common Stock
(subject to adjustment as noted below).
The Warrant purchase price (subject to adjustment as noted below) shall be
a price per share equal to seventy percent (70%) of the "market price" of the
Common Stock as of the day immediately prior to the date the exercise notice is
given to the Company, but such per share price shall not exceed $1.00.
For purposes of determining the "market price" of the Common Stock, the
price shall be determined as the average last sale price of a share of the
Company's Common Stock for the five trading days ending on the day immediately
prior to the date a notice of exercise is issued to the Company by the holder of
this Warrant.
This Warrant is subject to the following provisions, terms and conditions:
1. The rights represented by this Warrant may be exercised by the
holder hereof, in whole or in part, by written notice of exercise delivered to
the Company 20 days prior to the intended date of exercise and by the surrender
of this Warrant (properly endorsed if required) at the principal office of the
Company and upon payment to it by check of the purchase price for such shares.
The Company agrees that the shares so purchased shall be and are deemed to be
issued to the holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. Subject to the provisions of the next
succeeding paragraph, certificates for the shares of stock so purchased (bearing
an appropriate legend to indicate that the shares have not been registered under
securities laws) shall be delivered to the holder hereof within a reasonable
time, not exceeding 10 days, after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the holder hereof
within such time.
<PAGE>
2. Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for shares of stock upon exercise of this
Warrant except in accordance with the provisions, and subject to the
limitations, of paragraph 6 hereof and the restrictive legend under the heading
"Restriction on Transfer."
3. The Company covenants and agrees that all shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be duly authorized and issued, fully paid and nonassessable (except as set forth
in Wisconsin Statues Section 180.0622(2)(b)). The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.
4. (a) The warrant purchase price shall, from and after the date of
issuance of this Warrant, be subject to adjustment from time to time as
hereinafter provided. Upon each adjustment of the warrant purchase price, the
holder of this Warrant shall thereafter be entitled to purchase, at the warrant
purchase price resulting from such adjustment, the number of shares obtained by
multiplying the warrant purchase price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately prior
to such adjustment and dividing the product thereof by the warrant purchase
price resulting from such adjustment.
(b) In case the Company shall at any time subdivide its
outstanding shares of Common Stock into a greater number of shares, the warrant
purchase price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
the warrant purchase price in effect immediately prior to such combination shall
be proportionately increased.
(c) If any event occurs as to which in the opinion of the Board of
Directors of the Company the other provisions of this paragraph 4 are not
strictly applicable or if strictly applicable would not fairly protect the
purchase rights of the holder of this Warrant or of Common Stock in accordance
with the essential intent and principles of such provisions, then the Board of
Directors shall make an adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as to protect such
purchase rights as aforesaid.
5. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a stockholder of the Company.
6. (a) The holder of this Warrant, by acceptance hereof, agrees to
give written notice to the Company before transferring this Warrant or
transferring any Common Stock issuable or issued upon the exercise hereof of
such holder's intention to do so, describing briefly the manner of any proposed
transfer of this Warrant or such holder's intention as to the disposition to be
made of shares of Common Stock issuable or issued upon the exercise hereof.
Such holder shall also provide the Company with an opinion of counsel
satisfactory to the
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<PAGE>
Company to the effect that the proposed transfer of this Warrant or disposition
of shares received upon exercise hereof may be effected without registration or
qualification (under any Federal or State law) and without causing the loss of
the applicable securities law registration exemption(s) relied upon by the
Company when it issued this Warrant. Upon receipt of such written notice and
opinion by the Company, such holder shall be entitled to transfer this Warrant,
or to exercise this Warrant in accordance with its terms and dispose of the
shares received upon such exercise or to dispose of shares of Common Stock
received upon the previous exercise of this Warrant, all in accordance with the
terms of the notice delivered by such holder to the Company, provided that an
appropriate legend respecting the aforesaid restrictions on transfer and
disposition shall be endorsed on this Warrant or the certificates for such
shares.
(b) This Warrant includes certain registration rights pursuant to
a Registration Rights Agreement, a copy of which is attached hereto as Schedule
1.
7. Subject to the provisions of paragraph 6 hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, at the principal
office of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant properly endorsed. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees that
the bearer of this Warrant, when endorsed, may be treated by the Company and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this
Warrant, or to the transfer hereof on the books of the Company, any notice to
the contrary notwithstanding; but until such transfer on such books, the Company
may treat the registered holder hereof as the owner for all purposes.
8. All questions concerning this Warrant will be governed and
interpreted and enforced in accordance with the laws of the State of Minnesota,
other than its choice of laws provisions.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer and this Warrant to be dated as of May 19, 2000.
THE FEMALE HEALTH COMPANY
By__________________________________
Its_________________________________
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<PAGE>
FORM OF ASSIGNMENT
(To Be Signed Only Upon Assignment)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________ this Warrant, and appoints
_________________________ to transfer this Warrant on the books of The Female
Health Company with the full power of substitution in the premises.
Dated:______________________
In the presence of:
---------------------------- ---------------------------------------------
(Signature must conform in all respects to
the name of the holder as specified on the
face of this Warrant without alteration,
enlargement or any change whatsoever, and
the signature must be guaranteed in the
usual manner.)
<PAGE>
SUBSCRIPTION FORM
To be Executed by the Holder of this Warrant if such Holder
Desires to Exercise this Warrant in Whole or in Part:
To: THE FEMALE HEALTH COMPANY (the "Company")
The undersigned _________________________
Please insert Social Security or other
identifying number of Subscriber:
_________________________
hereby irrevocably elects to exercise the right of purchase represented by this
Warrant for, and to purchase thereunder, ________ shares of the Common Stock
provided for therein and tenders payment herewith to the order of the Company in
the amount of $_______, such payment being made as provided on the face of this
Warrant.
The undersigned requests that certificates for such shares of Common Stock
be issued as follows:
Name:
Address:
Deliver to:
Address:
and, if such number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock purchasable under this Warrant be registered in
the name of, and delivered to, the undersigned at the address stated above.
Dated: Signature ____________________________________
Note: The signature on this Subscription Form
must correspond with the name as written upon the
face of this Warrant in every particular, without
alteration or enlargement or any change whatever.
